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HomeMy WebLinkAbout02/18/2014 10 Land Purchase and Sale Agreement with Tiger OilBUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. For Meeting of: 2/18/2014 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII ITEM TITLE: (A) Resolution approving real estate purchase and sale agreement between City of Yakima and Tiger Oil Corporation; and (B) Ordinance (first reading) amending the 2014 budget and making an appropriation from unappropriated Fund Balance within the General Fund. SUBMITTED BY: Mark Kunkler, Senior Assistant City Attorney SUMMARY EXPLANATION: Tiger Oil Corporation owns four properties within the City of Yakima. Each of these parcels formerly housed gasoline/fuel stations which have not been occupied or used for several years. Each of the parcels has a history of gasoline spillage into the soil (ranging from relatively minor — such as the site at 56th Avenue and Summitview — to a more extensive gasoline release at 2312 W. Nob Hill Boulevard). The properties have been the subject of Department of Ecology remediation efforts for many years under the Model Toxic Control Act (MTCA). Last year, the City of Yakima commenced discussions with the Department of Ecology concerning options for cleanup of the properties. Under the authority of the MTCA, the Department of Ecology can seek appropriation of funds to be used for remediation of properties. As a municipality, the City of Yakima would be eligible to receive grant funds for the required cleanup. The City of Yakima commenced discussions with Tiger Oil regarding purchase of the four Tiger Oil properties. The City would then cooperate with the Department of Ecology for cleanup funding. Tiger Oil Corporation and the City of Yakima, with the cooperation of the Department of Ecology, have negotiated a purchase and sale agreement for the four parcels. The City obtained an appraisal of the properties to establish fair market value "as if clean." The cumulative appraised value of the parcels is $870,000.00. The purchase price under the purchase and sale agreement is $1.1 million, plus closing costs estimated to be $2,000. However, in addition to title to the properties, the City would receive assignment of a trust fund originally set up to help defray cleanup costs for three of the parcels. The current balance (as of December 31, 2013) is approximately $369,000.00. The City would have the use of such funds to provide remediation services, provide a source of funds for local match for grants, and can pursue release of such funds from the trust to offset the purchase price. If applied against the purchase price, the net cost of the acquisition would be $731,000.00. The proposed acquisition has the support of the Department of Ecology. The Department of Ecology, anticipating the approval of the City's purchase of the parcels, has included a budget request in the current legislative session in the amount of $2 million to be used to remediate the properties. The cost of clean-up is not included in this appropriation, as there will need to be additional review to determine the full scope and cost of remediation. When this is better defined, another appropriation will be brought to Council that will include the final cost estimate and grant commitment by the Department of Ecology. The remediation and the second appropriation is proposed to flow through the Environmental Fund, which has a 2014 budget contingency budget of $150,000, which can be used for preliminary costs. This fund also has a balance of over $500,000 going into 2014, so it has resources to cash flow the project. Funds for the purchase price are proposed to be drawn from the general fund operating reserve. After appropriation, the funds remaining in the general fund operating reserve will be sufficient to maintain the City Council's recommended balance for such reserve fund. The current balance of the general fund operating reserve is $12.4 million. The appropriation of $1.1 million leaves a balance of $11.3 million, which represents 17% of the General Government fund expenditures. The City Council's minimum operating reserve balance policy calls for 16.8% of General Government funds to be held in reserve. Thus, two action items are presented: (a) a Resolution approving the purchase and sale agreement; and (b) an Ordinance authorizing appropriation from the general fund operating reserve in the amount of $1,102,000 to accomplish such funding. The Ordinance making appropriation requires two readings. The first reading will occur upon presentation of this item on February 18, 2014; the second reading will be scheduled for the Council meeting on March 4, 2014. The approval of the purchase and sale agreement is conditioned upon final approval of the appropriation ordinance. Staff recommends approval of the Resolution, and presentation of the first reading of the Ordinance making appropriation. Resolution: X Ordinance: X Other (Specify): Resolution: Real Estate Purchase and Sale Agreement; Ordinance making appropriation. Contract: Contract Term: Start Date: End Date: Item Budgeted: No Amount: $1,102,000.00 Funding Source/Fiscal Impact: Strategic Priority: Improve the Built Environment Insurance Required? No Mail to: Mark Kunkler, Senior Assistant City Attorney, 200 South Third Street, 2nd FI., Yakima, WA 98901 Phone: 509-575-6030 General Fund Operating Reserve. APPROVED FOR SUBMITTAL: City Manager RECOMMENDATION: (A) Adopt Resolution approving Purchase and Sale Agreement; (B) Read Ordinance by title only at the February 18, 2014 meeting. Pass Ordinance after the second reading at the March 4, 2014 meeting. ATTACHMENTS: Description ❑ memo next steps ❑ resolution tiger oil Upload Date 2/11/2014 2/11/2014 ❑ Ordinance -Tiger Oil Approp Ord 14 2/10/2014 ❑ tiger oil docs 2/11/2014 Type Cover Memo fesollu.utiion Ordinance Backup IMlateiriiall CITY OF YAKIMA LEGAL DEPARTMENT aASotthlh tshe$Yakiina,Washinai l (9315 ECe0Faac(9A5361ffl MEMORANDUM February 7, 2014 TO: Honorable Mayor and City Council Tony O'Rourke, City Manager FROM: Mark Kunkler, Senior Assistant City Attorney SUBJECT: Tiger Oil Properties — Purchase and Next Steps A. Introduction. The City of Yakima is currently negotiating with Tiger Oil Corporation ("Tiger Oil") for the purchase of four properties. These properties were formerly operated as retail gasoline service stations: (a) 5511 Summitview Avenue (b) 1808 North 1st Street (c) 1606 East Nob Hill Boulevard (d) 2312 W. Nob Hill Boulevard Each of the above properties has a history of gasoline spills associated with business operations occurring mainly in the late 1980s and early 1990s. The properties are ranked above in relative order of gasoline contamination, with the Summitview site being the most clean, and 2312 W. Nob Hill being the most contaminated. All Underground Storage Tanks (USTs) were removed from all sites in 2005. None of the properties are currently used or occupied. A brief history of each site from the Department of Ecology is attached. B. Brief History. Tiger Oil purchased the properties in the 1980s. Soon after purchase, evidence of gasoline contamination was found on each of the properties. Tiger Oil filed a lawsuit against the previous owner, and the Washington State Department of Ecology Memorandum to Honorable Mayor and Members of the City Council February 11, 2014 Page 2 ("Ecology") became involved pursuant to the then -newly enacted Model Toxics Control Act. The Tiger Oil litigation was settled in 1997. Part of the settlement included a $1 million cash payment to Tiger Oil, together with the deposit of $1,625,000 into Trust to pay for cleanup of three of the properties (2312 W. Nob Hill Boulevard, 1606 E. Nob Hill Boulevard and 1808 North 1st Street). The Summitview property was not included in the Trust — mainly because the level of contamination was quite less. On October 29, 2004, a Consent Decree was voluntarily entered among the parties and Ecology in Thurston County Superior Court Case No. 02-2-00956-2. This Consent Decree concerns only one site, 2312 W. Nob Hill Boulevard, the site most seriously affected by spilled petroleum products. The private litigants had also entered into a Confidential Amended Trust Agreement ("New Trust") in June 2004. The New Trust provided that it provided "financial assurance" for Tiger Oil's cleanup of 2312 W. Nob Hill Boulevard pursuant to the requirements of the Consent Decree. However, the New Trust was also available for cleanup and administrative costs for not only the 2312 W. Nob Hill Boulevard property, but also for the 1606 E. Nob Hill Boulevard and 1808 North 1st Street properties. (The Summitview property is not included in the New Trust or the Consent Decree.) The New Trust is available to reimburse cleanup costs for the three properties, as well as attorney's fees, expert fees, and costs for any litigation or enforcement defense arising out of the remediation of the three sites. The current balance of the New Trust is $369,000 (as of December 31, 2013). C. Purchase. The City of Yakima approached Ecology in 2013 with a "what if" proposal. The essence of the proposal was that, if the City of Yakima purchased the Tiger Oil properties, Ecology would provide grant funds under MTCA to remediate the gasoline contamination. We contacted Tiger Oil to assess its interest, and found that Tiger Oil very much wanted to sell the properties, but would only sell all four properties as a package. The asking price is $1.1 million, but Tiger Oil was willing to assign its interest in the New Trust to the city, thus transferring a value of $369,000 to the city. The City of Yakima obtained an MAI appraisal of the properties, appraised as "if clean," and received reports showing clean fair market value of $870,000 combined value of all four properties. Memorandum to Honorable Mayor and Members of the City Council February 11, 2014 Page 3 Ecology has been consulted throughout this process, and remains very interested in the City obtaining title to the properties. Ecology has also presented a budget request to the state legislature for funding of $2,000,000 to cover remediation costs for the four properties. Ecology grants are normally administered on a "reimbursement" basis, and are subject to a "local matching fund" requirement. The local match is typically 20%, but may be lower depending on the grant program. The funds in the New Trust would be available to meet the City's local match requirements. We are working with Ecology to identify a new Cleanup Action Plan with specific detail and cost estimates by the end of January. The purchase price of $1.1 million would be drawn from the General Fund. We have budgeted in the 2014 Environmental Fund' approximately $400,000 for fiscal year 2014, which can be used for local match purposes. The New Trust balance of $369,000 can also be used for local match, bringing total currently budgeted funds for local match up to about $770,000.00. If authorized by the City Council, a resolution approving the purchase, and an ordinance appropriating the use of General Fund Operating Reserve (with a current balance of $12.4 million) for purchase, and the Environmental Fund for cleanup, would be presented to the City Council at its regular meeting on February 18, 2014. It should be emphasized that the primary purposes of the proposed transaction are to (a) remediate a public health hazard in cooperation with Ecology, (b) eliminate blighted property conditions, and (c) return the property by sale to the private sector, restoring the property to profitable use and recovering City costs. D. Next Steps. The Purchase and Sale Agreement is scheduled for City Council consideration on February 18, 2014. If approved, closing would occur within ten days. I. Conveyance. The conveyance includes the following elements: (a) Deeds conveying title to the four properties to the City of Yakima. The "Environmental Fund" is a budget fund that holds funds appropriated to cover anticipated environmental cleanup projects and expenses during the coming year. Funds in this line item can be used to defray environmental cleanup costs and can be a source of local matching funds for environmental cleanup grants. Memorandum to Honorable Mayor and Members of the City Council February 11, 2014 Page 4 (b) Assignment of the New Trust to the City of Yakima. (c) Assignment of Consent Decree to City of Yakima, with the city holding harmless and indemnifying Tiger Oil from any further cleanup requirements. 2. Amendment of Consent Decree. Upon conveyance, The City of Yakima and Ecology will work on terms of an Amended Consent Decree. The Amended Consent Decree will likely include an amended Cleanup Action Plan (CAP). We have already begun discussions with Ecology along these lines. 3. Release of Amended Trust. We have also been discussing a release of the funds currently held in the New Trust. The parties to the New Trust are Tiger Oil and Federated Service Insurance Co. ("Federated"), based in Minnesota, together with a Trustee in Boise, Idaho. The City would assume the rights and obligations of Tiger Oil under the New Trust, together with the ability to access funds to remediate three of the four properties. We have been informed that Federated will likely be very interested in releasing the New Trust funds to the City, as this would conclude Federated's participation. The purpose of the New Trust, as mentioned above, was to satisfy the requirement of the Consent Decree that Tiger Oil provide "financial assurance" for performance of the Cleanup Action Plan set forth in the Consent Decree. Our position is that, with the substitution of the City of Yakima as owner, there is no continuing need for the trust — the "full faith and credit" of the city will provide any necessary "financial assurance." The release of trust funds can be accomplished after the City closes the purchase and sale of the properties. In fact, the release probably becomes easier. Upon release of such trust funds, the moneys can be used by the City in any appropriate way, including use as "local match" for Ecology remediation grants. Even if the New Trust funds are not released, the moneys would still be available for remediation of the sites, and can be used as a source of local matching funds for Ecology cleanup grants and other expenses incurred in cleanup activities. Memorandum to Honorable Mayor and Members of the City Council February 11, 2014 Page 5 4. Verify Cleanup Action Plan Scope and Budget. As noted above, we are continuing to work with Ecology to refine the scope of Cleanup Action Plans as they relate to each of the four properties, together with a clearly defined budget for each plan. Attached is the Department of Ecology's scope of work for the cleanup and monitoring plan for three of the four Tiger Mart sites. Additional work still needs to be done to develop the scope of work for the cleanup and monitoring plan for the West Nob Hill and 24th Avenue site. 5. Authorize Expenditure of Funds. The General Fund Operating Reserve's balance of $12.4 million is sufficient to provide the $1.1 million for the purchase of the Tiger Oil properties. The General Fund Operating Reserve level shall be at $11.3 million, or 17% of General Government fund expenditures. Thus, the amount remaining in the General Fund Operating Reserve exceeds the City Council's 16.77% minimum operating reserve policy requirement. We would request authorization to proceed to use money from this Fund in an amount to cover the purchase price and costs of closing. We would also request authorization to use moneys from the Environmental Fund for cleanup activities and to serve as a source of local matching funds for Ecology cleanup grants. The Environmental Fund would be supplemented by the additional funds held in the New Trust for these purposes. A RESOLUTION RESOLUTION NO. R -2014 - approving, and authorizing the City Manager to execute, a purchase and sale agreement between Tiger Oil Corporation and City of Yakima for four parcels of land. WHEREAS, Tiger Oil Corporation ("Tiger Oil") owns four parcels of land located within the City of Yakima, which properties are commonly known as: 2312 West Nob Hill Boulevard (Assessor's Parcel No. 181326-42051) 1606 East Nob Hill Boulevard (Assessor's Parcel No. 191329-31549) 1808 North 1St Street (Assessor's Parcel No. 181312-44412) 5511 Summitview Avenue (Assessor's Parcel No. 181321-13014); and WHEREAS, such properties are owned and were previously operated by Tiger Oil Corporation as gasoline/fuel service stations, but are currently not used or occupied; and WHEREAS, each of the properties listed above is subject to remediation measures under the Model Toxics Control Act, Chapter 70.105D RCW, as administered by the Washington State Department of Ecology; and WHEREAS, the City of Yakima, in cooperation with the Department of Ecology, desires to achieve final cleanup of such properties, remediate any remaining environmental hazards, and restore such properties to profitable use by businesses and the public; and WHEREAS, to facilitate such remediation, the City is eligible for funding through appropriate state environmental cleanup funds if it obtains title to the subject properties; and WHEREAS, the City of Yakima has obtained an appraisal of such properties in the cumulative amount of $870,000.00, based on a directed assumption that the appraised value be as if clean; and WHEREAS, Tiger Oil Corporation and the City of Yakima have negotiated a purchase and sale agreement, a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference, whereby the City of Yakima will pay $1.1 million for all four properties, and receive an assignment of the balance of trust funds in the amount of approximately $369,000 previously set aside for remediation efforts on three of the four parcels, thereby netting an expenditure of city funds of approximately $731,000.00 as applied against purchase price; and WHEREAS, the Department of Ecology has committed to assist the City of Yakima in obtaining state cleanup funding, has already allocated substantial funding toward such 1 remediation efforts, and has currently pending before the state legislature a budget request for such remediation funding; and WHEREAS, sufficient funds are available from the City's general fund operating reserve to accomplish the purchase of such properties while maintaining appropriate reserve funding levels, and the 2014 Budget contains approximately $400,000 in the environmental fund which can be used or applied to remediation efforts, including use as local match in support of any appropriate grant award; and WHEREAS, the City Council finds and determines that approval of the purchase and sale agreement with Tiger Oil Corporation for the acquisition of the four parcels described above is in the best interests of residents of the City of Yakima, will promote environmental safety and economic development, and will promote the general health, safety and welfare; now, therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: Section 1. The Purchase and Sale Agreement by and between the City of Yakima and Tiger Oil Corporation, a copy of which agreement is attached hereto as Exhibit "A" and incorporated herein by this reference, is hereby approved, subject to and conditioned upon City Council approval of the appropriation ordinance described in Section 3 below. Section 2. The City Manager is hereby authorized to execute and administer the purchase and sale agreement approved pursuant to Section 1 above, and to execute any necessary or appropriate documents to accomplish such purchase and sale. Section 3. Funds sufficient to accomplish the purposes of the approvals given in Sections 1 and 2 above may be drawn from the general fund operating reserve, and the City Manager is authorized to present any necessary ordinance to accomplish such appropriation; now, therefore, ADOPTED BY THE CITY COUNCIL this 18th day of February, 2014. ATTEST: Micah Cawley, Mayor City Clerk 2 AN ORDINANCE ORDINANCE NO. 2014 - amending the 2014 budget for the City of Yakima; and making appropriations of $1,102,000 within the 001 — General Fund, for expenditure during 2014 to provide for the purchase of four properties with the intent to partner with the Department of Ecology for pollution remediation and resell. WHEREAS, by separate Resolution, the City is entering into a purchase agreement with Tiger Oil for four properties with a set price of $1,100,000 plus an estimated $2,000 for related closing costs, and WHEREAS, the amount of $1,102,000 must be appropriated within the 001 - General Fund for expenditure during 2014 to provide for the purchase of four properties with the intent to partner with the Department of Ecology for pollution remediation and resell, and WHEREAS, at the time of the adoption of the 2014 budget it could not reasonably have been foreseen that the appropriation provided for by this ordinance would be required; and the City Council declares that an emergency exists of the type contemplated by RCW 35.33.091 and that it is in the best interests of the City to make the appropriation herein provided, now, therefore, BE IT ORDAINED BY THE CITY OF YAKIMA: Section 1. The amount of $1,102,000 is hereby appropriated from the Unappropriated Fund Balance in the 001 — General Fund Account 2256100 titled Land in the Code Administration Department as a 2014 appropriation. Section 2. This ordinance is one making an appropriation and shall take effect immediately upon its passage, approval and publication as provided by law and by the City Charter. PASSED BY THE CITY COUNCIL, signed and approved this day of , 2014. ATTEST: Micah Cawley, Mayor City Clerk First Reading: Publication Date: Effective Date: K&L GATES LLP 618 WEST RIVERSIDE AVENUE SUITE 300 SPOKANE, WA 99201-5102 T +1 509 624 2100 F +1 509 456 0146 klgafes.cem By FedEx Mark Kunkler Senior Assistant City Attorney CITY OF YAKIMA 200 South Third Street Yakima WA 98901-2830 Re: Property Sale - Tiger Oil to City of Yakima Original Closing Documents Enclosed Dear Mr. Kunkler, RECEJVEO Fra 0 6 2014 CITY LEGAL DEPT. April Engh apr€I.engh@klgates.com T 509.241.1501 F 509.456,0146 February 5, 2014 Enclosed are originals of the following documents that have been executed by Charles Conley for Tiger Oil: ' 1. Real Estate Purchase and Sale Agreement; 2. Assignment of Consent Decree; 3. Assignment of Confidential Amended Trust Agreement; and 4. Bargain and Sale Deed. I understand that you will have the documents requiring execution to be signed by Tony O'Rourke, City Manager for the City of Yakima. Please note that the date needs to be filled in on page one of the Purchase & Sale Agreement when Mr. O'Rourke signs it. Thank you for offering to forward the fully executed documents to Valley Title. Should you have any questions, please contact Todd Reuter or Senior Paralegal Melody Roberts. Thank you, Apel Engh Legal Assistant Enclosures K11758875100001117085 AE117085125F{N klgates.com REAL ESTATE PURCHASE AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into as of the day of , 2014, by and between TIGER OIL CORPORATION, an Idaho corporation ("Seller") and the CITY OF YAKIMA, a municipal corporation ("Purchaser"). WITNESSETH: In consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: I. AGREEMENT TO PURCHASE AND SELL. Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller the property more particularly described on EXHIBIT A attached hereto and incorporated herein by this reference {collectively, the "Property"). 2. PURCHASE PRICE/EARNEST MONEY. The total purchase price ("Purchase Price") for the Property shall be One Million One Hundred Thousand and No/100 Dollars ($1,100,000.00), which shall be payable as follows: (a) upon execution of this Agreement, Purchaser shall deliver to Escrow Agent at Valley Title Guarantee, Yakima, WA ("Title Company"), a certified check or electronic funds transfer in the amount of Eleven Thousand and No/100 Dollars ($11,000.00) as earnest money ("Earnest Money"), which will be applied toward the Purchase Price at Closing; and (b) at Closing, Purchaser shall deliver to Seller an electronic funds transfer in the amount owed by Purchaser to Seller for the Purchase Price, less the amount of the Earnest Money and as adjusted according to the items to be prorated as provided in Section 4 hereof, plus any other amounts required to be paid by Purchaser to Seller at the Closing. The Escrow Agent shall hold the Earnest Money in a non-interest bearing account in accordance with the terms of a strict joint order escrow agreement in the form attached hereto as EXHIBIT B entered into among Seller, Purchaser and Escrow Agent simultaneously with the execution of this Agreement. Seller shall have the option of terminating this Agreement if the full amount of Earnest Money is not delivered to the Escrow Agent as prescribed in this Section 2. 3. CLOSING. The parties acknowledge and agree that the closing will take place on or before ten days from execution of this Agreement, which includes a three (3) day inspection period as defined below in Section 11(b)(i) ("Closing"), in escrow, through the offices of Escrow Agent at the Title Company, such that Seller will receive the Purchase Price on the day of Closing upon the delivery of the documents set forth in Section 11. 1 K:11758875100001117034 TR117036A2428 4. TAXES, FEES AND COSTS. The parties agree that any taxes, fees or costs incurred in connection with this transaction shall be paid as follows: (a) Seller shall pay the cost of any transfer or excise tax required to be paid pursuant to this transaction. (b) Real estate taxes, ad valorem taxes, utilities, special assessments (if any) and any other matters typically prorated in the area where the Property is located shall be prorated between Seller and Purchaser as of the Closing. All tax prorations shall be based on the last available known tax bill and Seller and Purchaser each acknowledge and agree that there will be no readjustment or re -proration of taxes, . utilities and/or assessments after Closing. (c) Seller and Purchase shall share, equally all closing charges of the Escrow Agent and the Title Company (as defined below). (d) Seller shall pay for all title insurance costs, including without limitation title examination and search fees, title insurance policy premium charges, commitment fees and charges for endorsements required by Purchaser. (e) Purchaser shall pay for all recording costs. (f) Purchaser and Seller shall pay their own attorney's fees and expenses. (g) Insurance premiums (if any) shall not be prorated. All existing. insurance policies (if any) shall be canceled at time of Closing and Purchaser acknowledges and agrees that Seller cannot endorse any such existing insurance policies to Purchaser. (h) All costs and expenses incident to this transaction and the closing thereof, and not specifically described above, shall be paid by the party incurring the same. For purposes of calculating prorations, Purchaser shall be deemed to be in title to the Property, and therefore entitled to any income therefrom and responsible for the expenses thereof, for the entire day upon which the Closing occurs. Items of income and expense, including, without limitation, real estate taxes, for the period prior to the day upon which the Closing occurs will be for the account of Seller and items of income and expense for the day upon which the Closing occurs and thereafter will be for the account of Purchaser. S. DOCUMENTS DELIVERED TO PURCHASER. Seller has provided Purchaser the documents listed in a non -reliance letter in the form of EXHIBIT D attached hereto. Purchaser shall execute and deliver said non -reliance letter to Seller at closing. 6. PROPERTY INSPECTION, "AS IS, WHERE IS, WITH ALL FAULTS" CONDITION OF PROPERTY. Purchaser hereby waives any inspection rights other than Purchaser's inspection rights set forth in Section 11(b) below and Purchaser agrees to accept the Property "AS IS, WHERE IS, WITH ALL FAULTS," including but not limited to the environmental condition of the Property. Purchaser further acknowledges that: (a) Purchaser has been served with a copy of the Consent Decree on file in Thurston County 2 K:\1758875400001417034 TR117038A242S Superior Court, cause No, 02-2-00956-2 pertaining to the property located at 2312 W. Nob Hill Blvd., Yakima, WA; (b) Purchaser has received from Seller documents related to the environmental condition of the properties located at 1606 E. Nob Hill Blvd., Yakima, WA; 1808 N. 1st Ave., Yakima, WA; 5511 Summitview Ave., Yakima, WA; and. (c) no representations or warranties, whether express or implied, have been made to Purchaser by Seller as to the condition of the Property or its suitability for particular purposes or uses and Purchaser is not relying on any such warranty or representation as a condition or inducement to purchase the Property. In particular, and without limitation, Seller does not expressly or impliedly warrant that the Property meets any current City, County, State or Federal building codes, ordinance, laws or regulations relative to occupancy, electrical, plumbing, heating, mold, sewage, septic, water, roof, structure, use or any other nature or comply with any applicable environmental laws. Purchaser assumes the complete responsibility to check with the appropriate governmental authority for its intended use of the Property. Seller shall not be responsible for the repair, replacement or modification of any deficiencies, malfunctions, or mechanical defects in the materials, workmanship and mechanical components of the Property prior to and/or subsequent to Closing. 7. RELEASE. Upon Closing, Purchaser shall be deemed to have waived, relinquished and released Seller and Seller's officers, directors, shareholders, employees and agents (collectively, "Seller Parties") from and against any and all claims, demands, causes of action (including causes of action in tort and causes of action related to environmental conditions), losses, damages, liabilities, costs and expenses (including attorneys' fees and court costs) of any and every kind or character, known or unknown, which Purchaser might have asserted or alleged against Seller Parties at any time by reason or arising out of any latent or patent construction defects or physical conditions, environmental conditions, natural resource damages, violations of any applicable laws (including, without limitation, any environmental laws) and any and all other acts, omissions, events, circumstances or matters regarding the Property and conduct thereon. The terms and conditions of this Section shall expressly survive the Closing and shall not merge with the provisions of any closing documents. 8. INDEMNIFICATION. Purchaser hereby agrees to indemnify, defend and hold harmless Seller Parties for, from and against any and all claims, obligations, liabilities, demands, losses, damages, liens, causes of actions, suits, costs and expenses (including attorneys' fees and court costs) relating to or in any way arising from the Property and any conduct thereon, including any environmental condition thereon or thereunder. The terms and conditions of this Section shall expressly survive the Closing and shall not merge with the provisions of any closing documents. 9. TITLE EXAMINATION. Purchaser shall be provided a copy of an updated title commitment for the Property issued by the Title Company, together with a copy of each of the recorded documents of record set forth therein. After receipt of the title commitment and documents of record, Purchaser shall have three business days to examine and review the same and to furnish Seller with a written statement of objections affecting the marketability of said title; provided, however, that Purchaser shall have no right to object to the Permitted Title Exceptions (as hereinafter defined). If Purchaser fails to furnish such written statement of title objections within such three business day period, Purchaser shall be deemed to have accepted said title. Seller shall have three business days after receipt of such title objections to either: (a) 3 K:41758875400001117034 TR117038A242S satisfy all valid objections affecting marketability of title and if Seller fails to satisfy such objections within that time period, then at the option of Purchaser, evidenced by written notice to Seller, this Agreement shall be terminated, the Earnest Money shall be returned to Purchaser and neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent any right, obligation or liability set forth herein expressly survives termination of this Agreement; or (b) notify Purchaser that Seller elects not to cure such valid objections affecting marketability of title but rather intends to tender title to Purchaser "AS IS, WHERE IS" and subject to any such title objections, at which time Purchaser may, at Purchaser's option, either accept or reject such title from Seller. If Purchaser rejects such title, this Agreement shall be terminated, the Earnest Money shall be returned to Purchaser and neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Purchaser accepts such title, or fails to accept or reject such title within three business days after Seller notifies Purchaser that Seller elects not to cure such objections (in which event Purchaser shall be deemed to have accepted such title), this transaction shall proceed to Closing. In either event, no right to damages (other than return of Purchaser's Earnest Money) or to specific performance shall thereby arise against Seller, and Purchaser hereby acknowledges and agrees that its sole remedy for any title -related issues shall be limited as set forth in this Section 9. The term "Permitted Title Exceptions" shall mean: (i) the pre-printed exceptions in the title commitment; (ii) all municipal and zoning ordinances, (iii) impairments to the condition of the property, including environmental contamination in the soil and groundwater; (iv) all matters that a current, accurate survey of the Property would show, to the extent the same are validly existing and applicable to the Property (or a general exception for matters that would be shown by a current, accurate survey of the Property); (v) non -delinquent real estate taxes and assessments; and (vii) any rights of redemption. 10. DEED CONVEYANCE. Seller represents to Purchaser that it has title to the Property and at Closing Seller agrees to convey good and marketable title to the Property to Purchaser by a Bargain and Sale Deed in the form attached hereto as EXHIBIT C (the "Deed"), subject only to the Permitted Title Exceptions. 11. NO FINANCING CONTINGENCY; INSPECTION CONTINGENCY. (a) Purchaser acknowledges and agrees that: (i) this transaction is not subject to any type of financing contingency; and (ii) the Closing will not be delayed in any manner as a result of Purchaser's ability to obtain financing. (b)(i) Purchaser shall have three business days from execution of this Agreement as an inspection period (hereinafter referred to as the "Inspection Period"). Seller shall afford Purchaser full and free access, upon prior notice, to inspect the Property during reasonable business hours, provided however that no intrusive testing of the Property may be performed without Seller's prior written consent. Purchaser agrees to repair any damage to the Property and to indemnify against, defend and hold harmless Seller for, from and against any and all claims, obligations, liabilities, liens, demands, losses, damages, causes of actions, suits, costs and expenses (including attorneys' fees and court costs), and injuries arising out of or resulting from the inspection or testing of the Property by Purchaser or any person or entity acting on behalf of, or at the request of, Purchaser. Purchaser shall carry, or Purchaser shall require anyone acting on 4 K11758875100001117034 JR117038A2423 Purchaser's behalf to carry, policies of liability, worker's compensation, and other applicable insurance defending and protecting Seller from liability for any injuries to persons or property occurring during any inspection or work done on the Property at Purchaser's direction and shall provide Seller with proof of such insurance prior to entry upon the Property for any purpose. The provisions of this Section 11(b)(i) shall survive the termination of this Agreement. (ii) Seller agrees that in the event Purchaser determines, in Purchaser's sole discretion, that the Property is not suitable for its purposes, Purchaser shall have the right to terminate this Agreement by giving written notice thereof to Seller prior to the expiration of the Inspection Period. If Purchaser gives such notice of termination within the Inspection Period, this Agreement shall terminate and the Earnest Money shall be returned to Purchaser and neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. Time is of the essence with respect to the provisions of this Section 11(b)(ii). If Purchaser fails to give Seller a notice of termination prior to the expiration of the Inspection Period, Purchaser shall no longer have any right to terminate this Agreement under this Section 11(b)(ii) and shall be bound to proceed to Closing and consummate the transaction contemplated hereby pursuant to the terms of this Agreement. 12. DELIVERIES AT CLOSING. At the Closing, Seller shall furnish and deliver to Purchaser the following: (a) duly executed Deed conveying the Property "AS IS, WHERE IS, WITH ALL FAULTS" subject only to the Permitted Title Exceptions and covenanting to warrant and defend title only against the acts of Seller and no others; (b) such instruments as are necessary to evidence to the Title Company that Seller and its representatives have the authority to execute the Deed; and (c) possession of the Property, together with all functional keys to buildings thereon, subject to the Permitted Title Exceptions. At the Closing, Purchaser shall deliver to Seller an electronic funds transfer in the amount owed by Purchaser to Seller for the Purchase Price as set forth in Section 2 hereof. Purchaser and Seller further agree to execute any and all closing statements, tax declaration forms and such other documents or instruments as may be reasonably required to convey the Property and satisfy the obligations of the parties hereunder. 13. REAL ESTATE BROKERAGE. The parties represent and warrant to each other that they have not used the services of any real estate broker or agent relating to the acquisition of the Property. 14. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and warrants to Seller that the following statements are true and correct and shall be true and correct as if originally made on and as of the Closing: (a) Purchaser is duly authorized to enter into this Agreement; (b) Purchaser has full power and authority to enter into and perform this Agreement and all documents and instruments to be executed by Purchaser pursuant to this Agreement (collectively, "Purchaser's Documents"); (c) this Agreement has been, and Purchaser's Documents will be, duly executed and delivered by duly authorized officers or representatives of Purchaser; and (d) no consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery by Purchaser of this Agreement and Purchaser's Documents or the consummation by Purchaser of the transactions contemplated by this Agreement and Purchaser's Documents. 5 K:11758875100001117034 TR117038A242S 15. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser that the following statements are true and correct and shall be true and correct as if originally made on and as of the Closing: (a) Seller is duly organized, existing and in good standing, under the laws of the State of Idaho; (b) Seller has full corporate power and authority to enter into and perform this Agreement and all documents and instruments to be executed by Seller pursuant to this Agreement (collectively "Seller's Documents"); (c) this Agreement has been, and Seller's Documents will be, duly executed and delivered by duly authorized officers or representatives of Seller; (d) no consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery by Seller of this Agreement and Seller's Documents or the consummation by Seller of the transactions contemplated by this Agreement and Seller's Documents; and (e) the Washington State Department of Ecology has been notified of this purchase and sale transaction at least fifteen days before closing. 16. DEFAULT; REMEDIES; TERMINATION. (a) SHOULD THIS TRANSACTION NOT BE TIMELY CLOSED DUE TO DEFAULT OR NONPERFORMANCE BY SELLER, THEN PURCHASER MAY, AS ITS EXCLUSIVE REMEDY, EITHER (1) TERMINATE THIS AGREEMENT, UPON WHICH TERMINATION PURCHASER SHALL BE ENTITLED TO IMMEDIATE RETURN OF THE EARNEST MONEY AND THEREAFTER SELLER AND PURCHASER SHALL HAVE NO FURTHER OBLIGATION OR LIABILITY 'HEREUNDER EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, OR (2) ENFORCE SPECIFIC PERFORMANCE OF SELLER'S OBLIGATION TO EXECUTE THE DOCUMENTS REQUIRED TO CONVEY THE PROPERTY TO PURCHASER, IT BEING UNDERSTOOD AND AGREED THAT THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE AVAILABLE TO ENFORCE ANY OTHER OBLIGATION OF SELLER HEREUNDER. PURCHASER EXPRESSLY WAIVES ITS RIGHTS TO SEEK AND OBTAIN DAMAGES IN THE EVENT OF SELLER'S DEFAULT HEREUNDER. PURCHASER SHALL BE DEEMED TO HAVE ELECTED TO TERMINATE THIS AGREEMENT AND RECEIVE BACK THE EARNEST MONEY IF PURCHASER FAILS TO FILE SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN THE COUNTY AND STATE IN WHICH THE PROPERTY IS LOCATED ON OR BEFORE THIRTY (30) DAYS FOLLOWING THE DATE UPON WHICH CLOSING WAS TO HAVE OCCURRED. (b) IN THE EVENT PURCHASER SHOULD DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER OR SHOULD FAIL TO TIMELY CLOSE THIS TRANSACTION IN ACCORDANCE WITH THE PROVISIONS HEREOF, THEN SELLER SHALL BE ENTITLED, AS ITS SOLE REMEDY, TO RETAIN THE EARNEST MONEY, WHICH EARNEST MONEY WILL BE CONSIDERED LIQUIDATED DAMAGES FOR PURCHASER'S DEFAULT AND NOT A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER, AND THIS AGREEMENT SHALL THEREUPON TERMINATE. SELLER AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE 6 K:11758875400001%17034 TR117038A242S DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THE EARNEST MONEY IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SUCH DAMAGES TO BE CERTAIN. (c) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN THE EVENT THIS AGREEMENT IS TERMINATED FOR ANY REASON, PURCHASER HEREBY AGREES THAT IT SHALL REMAIN LIABLE TO REPAIR ANY DAMAGE TO THE PROPERTY AND TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SELLER FOR, FROM AND AGAINST ANY AND ALL CLAIMS, OBLIGATIONS, LIABILITIES, DEMANDS, LOSSES, DAMAGES, LIENS, CAUSES OF ACTIONS, SUITS, COSTS, EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) AND INJURIES ARISING OUT OF OR RESULTING FROM THE INSPECTION OR TESTING OF THE PROPERTY BY PURCHASER OR ITS CONTRACTORS AND/OR AGENTS. THE TERMS AND CONDITIONS OF THIS SECTION 16 SHALL EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. 17. MISCELLANEOUS. (a) Notices. All notices, demands and requests which may be given or which are required to be given by either party to the other shall be in writing and shall be deemed effective either: (a) on the date personally delivered to the address below, as evidenced by written receipt therefore, whether or not actually received by the person to whom addressed; (b) on the third (3rd) business day after being sent, by certified or registered mail, return receipt requested, addressed to the intended recipient at the address specified below; (c) on the first (1st) business day after being deposited into the custody of a nationally recognized overnight delivery service such as FedEx or UPS, addressed to such party at the address specified below, or (d) on the first (1st) business day after the date delivered by email or facsimile to the respective numbers specified below. For purposes of this Section 18(b), the addresses of the parties for all notices are as follows (unless changed by similar notice in writing given by the particular person whose address is to be changed): If to Seller: If to Purchaser: K11758875100001117034 7R117038A2428 Todd Reuter K&L Gates LLP 618 West Riverside, Suite 300 Spokane, WA 99201-0602 Email: todd.reuter@klgates.com Fax: 509.444.7872 Tony O'Rourke, City Manager City of Yakima, City Hall • 129 North 2nd Street Yakima, Washington 98901 7 with a copy to: Email: Tony.O'Rourke@yakimawa.gov Fax: 509.576.6614 Mark Kunkler City Attorney's Office City of Yakima Legal Department 200 South 3rd Street Yakima, Washington 98901-2830 Email: Mark.Kunkler@yakimawa.gov Fax: 509.575.6160 (b) Time; Dates. Time shall be of the essence in all matters concerning this Agreement. If the date for the performance of any act hereunder falls on a Saturday, Sunday or a legal holiday, then the time for performance thereof shall be deemed extended to the next successive business day. (e) Entire Agreement; Modification. This Agreement, along with the parties' Amended Consent Decree, embodies and constitutes the entire understanding between the parties with respect to the transaction contemplated herein and all prior or contemporaneous agreements, understandings, representations and statements (either oral or written) are merged into this Agreement. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument; (d) Governing Law. This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Washington, without regard to such State's conflicts of laws provisions. {e) Captions; Headings. The captions and headings in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof. (f) Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. (g) Assignment. This Agreement may be assigned by Purchaser only with the prior written consent of Seller, which consent may be granted or denied in Seller's sole and absolute discretion, and on condition that: (a) Purchaser delivers notice of such proposed assignment no later than ten business days prior to the date of Closing, (b) any such assignment shall not relieve Purchaser of its obligations and liabilities hereunder; and (c) any assignee assumes and agrees to perform all obligations and liabilities of Purchaser hereunder. This Agreement may be freely assigned by Seller. 8 KM 758875%170001117034 TR117038A242S (h) No Third Party Beneficiary. This Agreement is made for the sole benefit of the parties hereto and no other person or party shall have any rights, remedies or legal interest of any kind under or by reason of this Agreement. (i) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which, when taken together, shall constitute but one and the same instrument. (j) Exhibits. The Exhibits attached to this Agreement are incorporated herein and forth a part of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. SELLER: TIGER OIL CORPORATION, an Idaho corporation BY: Charles Conley It's President PURCHASER: CITY OF YAKIMA, a municipal corporation BY: Tony O'Rourke It's City Manager 9 K\1 7 5 887 5100 00 111 7 0 34 TR117038A2428 EXHIBIT A PROPERTY CONVEYED 1606 E. Nob Hill Blvd., Yakima PARCEL A The West 165 feet of the North 125 feet of Lot 7, CHAS SIMPSON'S FIVE ACRE TRACTS, recorded in Volume "A" of Plats, Page 64, EXCEPT the West 20 feet, AND EXCEPT the East 5 feet of the West 25 feet of the North 59 feet thereof, AND the East 50 feet of the West 215 feet of the North 150 feet of Lot 7, CHAS SIMPSON'S FIVE ACRES TRACTS, according to the official Plat thereof recorded in Volume "A" of Plats, Page 64, records of Yakima County, Washington. AND Lot 7, CHAS SIMPSON'S FIVE ACRE TRACTS, as recorded in Volume "A" of Plats, Page 64, EXCEPT the West 165 feet, AND EXCEPT the South 348.8 feet, AND EXCEPT the East 50 feet of the West 215 feet of the North 150 feet of said Lot 7. AND EXCEPT the East 25 feet conveyed to YCW for road by deed recorded under Auditor's File No. 2571813. Situate in Yakima County, State of Washington. Yakima County Assessor's Parcel No. 191329-31549 PARCEL B 1808 N. First Street, Yakima That part of GORDON'S HIGHWAY TRACTS, recorded in Volume "I" of Plats, Page 22, AND that part of the South 870.00 feet of the West 1/a of the Southeast `/4 of the Southeast %4 of Section 12, Township 13 North, Rage 18, E.W.M., bounded as follows: Exhibit A - 1 Beginning at the Northeast corner of Lot 15 said Plat of GORDON'S HIGHWAY TRACTS, 24' West reference bearing, along the Easterly line of said Plat of GORDON'S HIGHWAY TRACTS, ALSO BEING THE Westerly right of way line of North First Street, 170.00 feet to a point which is 5.00 feet South 0° 24' West of the Northeast corner of Lot 12 of said Plat; thence North 89°40' West, parallel with the Northerly line of said Plat, 155.00 feet; thence North 0° 24' East 170.00 feet to the Easterly extension of the Northeast line of Lot 15 of said Plat; thence South 89°40' East 155.00 feet to the point of beginning. TOGETHER WITH an easement for ingress and egress over and across that part of Lot 12, GORDON'S HIGHWAY TRACTS according to the official Plat thereof, recorded in Volume "I" of Plats, Page 22, bounded as follows: Commencing at the Northeast corner of said Lot 12, said point being on the Westerly right of way line of the North First Street; thence South 0° 24' West, reference bearing, along the Easterly line of said Lot 12, also being the Westerly right of way line of North First Street, 5.00 feet to the point of beginning; thence South 00 24' West 30.00 feet; thence North 63°05'20" West 67.05 feet to a point which is 5.00 feet South 0° 24' West of the Northerly line of said Lot 12 and 60.00 feet North 89°40' West of the point of beginning; thence South 89°40' East parallel with the Northerly line of said Lot 12, 60.00 feet to the point of beginning. AND TOGETHER WITH a non-exclusive perpetual easement of ingress and egress with the right to remove all existing improvements to improve and maintain with hard permanent surface, and to provide curb cuts to abutting streets over and across the following described property: Commencing at a point, on the East boundary of. Lot 16 of GORDON'S HIGHWAY TRACTS, according to the official Plat thereof, recorded in Volume "I" of Plats, Page 22, records of Yakima County, Washington, 30 feet North of the Southeast corner thereof; thence Southerly along the East boundary 30 feet to the said Southeast corner; thence Westerly along the South boundary of said Lot 16, 60 feet; thence northeasterly in a straight line to the point of beginning. Exhibit A - 2 Situate in Yakima County, State of Washington. Yakima County Assessor's Parcel No. 181312-44412 PARCEL C 2312 W. Nob Hill Blvd., Yakima The North 141 feet of the West 147 feet of the Northwest '/4 of the Northwest f/4 of the Southeast 1/4 of Section 26, Township 13 North, Range 18, E.W.M., EXCEPT the North 26 feet and the West 20 feet, AND EXCEPT those portions conveyed to the City of Yakima by Deeds recorded October 16, 1964, under Auditor's File Nos. 2014381 and 2014382, and recorded January 20, 1987 under Auditor's File No. 2787766. AND that portion of the Northwest '/4 of the Southeast '/4 of Section 26, Township 13 North, Range 18, E.W.M., as described as follows: Commencing at the Northwest corner of said subdivision; thence South along the centerline of 24th Avenue South, a distance of 141.00 feet, said centerline being the West line of said subdivision; thence South 89°17'00" East a distance of 28.50 feet to the Easterly margin of said 24th Avenue South and the true point of beginning; thence continuing South 89°17'00" East a distance of 118.50 feet; thence North on a line parallel with the West line of said subdivision 115.00 feet to the Southerly margin of Nob Hill Boulevard; thence South 89°17'00" East along said Southerly margin a distance of 40.00 feet; thence South a distance of 132 feet; thence North 89°17'00" West a distance of 158.51 feet to the Easterly margin of 24th Avenue South; thence North along said Easterly margin a distance of 17.00 feet to the true point of beginning. Situate in Yakima County, State of Washington. Yakima County Assessor's Parcel No. 181326-42051 Exhibit A - 3 PARCEL D 5511 Summitview Avenue, Yakima The South 160 feet of the West 160 feet of the Southwest %4 of the Southwest 1/4 of the Northeast y4 of Section 21, Township 13 North, Range 18 , E.W.M., EXCEPT the South 40 feet and the West 30 feet for roads. Situate in Yakima County, State of Washington. Yakima County Assessor's Parcel No. 181321-13014 TOGETHER WITH all improvements thereon. AGREEMENTS CONVEYED 1. All rights, if any, of Tiger Oil Corporation in the following agreements: a. Confidential Amended Trust Agreement dated June 17, 2004, including Tiger's right to use funds held in said account consistent with the terms of said Confidential Amended Trust Agreement. b. A Site Access Agreement between Tiger Oil Corporation and Three Sisters Holding, LLC, dated May 24, 2012. c. A License and Agreement for Site Access and Use between Tiger Oil Corporation and Yakima SC Associates, LLC, dated May 24, 2102. d. A License Agreement for Site Access between Tiger Oil Corporation and M&E Company, dated July 23, 1997. e. An Access Agreement between Tiger Oil Corporation and Three Sisters Holding, LLC dated July 17, 2006. Exhibit A - 4 EXHIBIT B ESCROW AGREEMENT Exhibit B - 1 EXHIBIT C FORM OF BARGAIN AND SALE DEED AFTER RECORDING RETURN TO: Filed for Record at Request of and Copy Returned to: Todd Reuter K&L Gates LLP 618 W. Riverside Avenue, Suite 300 Spokane, WA 99201-0602 ON STATE RECORDER'S COVER SHEET Document Title(s): I. BARGAIN AND SALE DEED Reference Number(s) of Documents assigned or released: Grantor (Last name, first name, initials) TIGER OIL CORPORATION Grantee (Last name, first name, initials) CITY OF YAKIMA Legal Description (abbreviated: i.e. lot, block, plat or section, township, range) Parcel A, Ptn of Lot 7, CHAS SIMPSON'S FIVE ACRE TRACTS, A-64; Parcel B, Ptn of Gordon's HiGHWAY TRACTS, 1-22 AND Ptns of Lots 12 • and 16, 1-22; Parcel C, Ptn of the NW'/ of the SEA, Sec. 26, Twn 13, Rg 18; Parcel D, Ptn of the SWY of the NEVI, Sec 21, Twn 13, Rg 18 YAKIMA COUNTY, WASHINGTON 2 Additional legal description is on Exhibit "A" of document, Pages 3 - 6. Assessor's Property Tax Parcel/Account Numbers 191329-31549, 181312-44412, 181326-42051, and 181321-13014 Exhibit D - 1 BARGAIN AND SALE DEED The Grantor, TIGER OIL CORPORATION, an Idaho corporation, whose address is PO Box 772, Meridian, Idaho 83680, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, in hand paid, bargains, sells, and conveys to the Grantee, CITY OF YAKIMA, a municipal corporation, whose address is 129 North 2nd Street, Yakima, Washington 98901, the following -described real estate, situated in the County of Yakima, State of Washington: Legal Description of Property attached hereto as Exhibit "A". And all improvements thereon. (the "Property"). Grantee acknowledges that Grantor has not occupied the Property since approximately 2002 and has incomplete knowledge of its condition or whether or not any defects exist thereon. GRANTOR DOES NOT WARRANT, EITHER EXPRESSLY OR IMPLIEDLY, THE CONDITION OR FITNESS OF THE PROPERTY CONVEYED HEREUNDER (ANY SUCH WARRANTY BEING HEREBY EXPRESSLY NEGATED) AND GRANTEE ACCEPTS SAID PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS" INCLUDING, BUT NOT LIMITED TO, THE ENVIRONMENTAL CONDITION OF THE PROPERTY. IN WITNESS WHEREOF, the Grantor has caused its name to be signed to these presents by its duly authorized officer or representative as of the date first above written. DATED this day of January, 2014. GRANTOR: TIGER OIL CORPORATION, an Idaho corporation BY: Charles Conley It's President PAGE 1 Exhibit D - 2 STATE OF IDAHO County of Ada : ss On this day of January, 2014, before me personally appeared CHARLES CONLEY, to me known to be the President of TIGER OIL CORPORATION, that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act of TIGER OIL CORPORATION, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument on behalf of TIGER OIL CORPORATION. GIVEN UNDER MY HAND AND OFFICIAL SEAL the day and year in this certificate first above written. Notary Public (Signature) (Print Name) My commission expires: PAGE 2 Exhibit D - 3 EXHIBIT A PROPERTY CONVEYED PARCEL A 1606 E. Nob Hill Blvd., Yakima The West 165 feet of the North 125 feet of Lot 7, CHAS SIMPSON'S FIVE ACRE TRACTS, recorded in Volume "A" of Plats, Page 64, EXCEPT the West 20 feet, AND EXCEPT the East 5 feet of the West 25 feet of the North 59 feet thereof, AND the East 50 feet of the West 215 feet of the North 150 feet of Lot 7, CHAS SIMPSON'S FIVE ACRES TRACTS, according to the official Plat thereof recorded in Volume "A" of Plats, Page 64, records of Yakima County, Washington. AND Lot 7, CHAS SIMPSON'S FIVE ACRE TRACTS, as recorded in Volume "A" of Plats, Page 64, EXCEPT the West 165 feet, AND EXCEPT the South 348.8 feet, AND EXCEPT the East 50 feet of the West 215 feet of the North 150 feet of said Lot 7. AND EXCEPT the East 25 feet conveyed to YCW for road by deed recorded under Auditor's File No. 2571813. Situate in Yakima County, State of Washington. Yakima County Assessor's Parcel No. 191329-31549 PARCEL B 1808 N. First Street, Yakima That part of GORDON'S HIGHWAY TRACTS, recorded in Volume "I" of Plats, Page 22, AND that part of the South 870.00 feet of the West 1/2 of the Southeast 1A of the Southeast 1/4 of Section 12, Township 13 North, Rage 18,'E.W.M., bounded as follows: Beginning at the Northeast corner of Lot 15 said Plat of GORDON'S HIGHWAY TRACTS, ,24' West reference bearing, along the Easterly line of said Plat of GORDON' S HIGHWAY TRACTS, ALSO BEING THE Westerly right of way line of North First Street, 170.00 feet to a point which is 5.00 feet South 00 24' West of the Northeast PAGE 3 Exhibit D - 4 EXHIBIT A (Continued) corner of Lot 12 of said Plat; thence North 89°40' West, parallel with the Northerly line of said Plat, 155.00 feet; thence North 0° 24' East 170.00 feet to the Easterly extension of the Northeast line of Lot 15 of said Plat; thence South 89°40' East 155.00 feet to the point of beginning. TOGETHER WITH an easement for ingress and egress over and across that part of Lot 12, GORDON'S HIGHWAY TRACTS according to the official Plat thereof, recorded in Volume "I" of Plats, Page 22, bounded as follows: Commencing at the Northeast corner of said Lot 12, said point being on the Westerly right of way line of the North First Street; thence South 0° 24' West, reference bearing, along the Easterly line of said Lot 12, also being the Westerly right of way line of North First Street, 5.00 feet to the point of beginning; thence South 0° 24' West 30.00 feet; thence North 63°05'20" West 67.05 feet to a point which is 5.00 feet South 0° 24' West of the Northerly line of said Lot 12 and 60.00 feet North 89°40' West of the point of beginning; thence South 89°40' East parallel with the Northerly line of said Lot 12, 60.00 feet to the point of beginning. AND TOGETHER WITH a non-exclusive perpetual easement of ingress and egress with the right to remove all existing improvements to improve and maintain with hard permanent surface, and to provide curb cuts to abutting streets over and across the following described property: Commencing at a point on the East boundary of Lot 16 of GORDON' S HIGHWAY TRACTS, according to the official Plat thereof, recorded in Volume "I" of Plats, Page 22, records of Yakima County, Washington, 30 feet North of the Southeast corner thereof; thence Southerly along the East boundary 30 feet to the said Southeast corner; thence Westerly along the South boundary of said Lot 16, 60 feet; thence northeasterly in a straight line to the point of beginning. Situate in Yakima County, State of Washington. Yakima County Assessor's Parcel No. 181312-44412 PAGE 4 Exhibit D - 5 EXHIBIT A (Continued) PARCEL C 2312 W. Nob Hill Blvd., Yakima The North 141 feet of the West 147 feet of the Northwest 1/4 of the Northwest 1/4 of the Southeast 1/4 of Section 26, Township 13 North, Range 18, E.W.M., EXCEPT the North 26 feet and the West 20 feet, AND EXCEPT those portions conveyed to the City of Yakima by Deeds recorded October 16, 1964, under Auditor's File Nos. 2014381 and 2014382, and recorded January 20, 1987 under Auditor's File No. 2787766. AND that portion of the Northwest 1/4 of the Southeast 1/4 of Section 26, Township 13 North, Range 18, E.W.M., as described as follows: Commencing at the Northwest corner of said subdivision; thence South along the centerline of 24th Avenue South, a distance of 141.00 feet, said centerline being the West line of said subdivision; thence South 89°17'00" East a distance of 28.50 feet to the Easterly margin •of said 24th Avenue South and the true point of beginning; thence continuing South 89°17'00" East a distance of 118.50 feet; thence North on a line parallel with the West line of said subdivision 115.00 feet to the Southerly margin of Nob Hill Boulevard; thence South 89°17'00" East along said Southerly margin a distance of 40.00 feet; thence South a distance of 132 feet; thence North 89°17'00" West a distance of 158.51 feet to the Easterly margin of 24th Avenue South; thence North along said Easterly margin a distance of 17.00 feet to the true point of beginning. Situate in Yakima County, State of Washington. Yakima County Assessor's Parcel No. 181326-42051 PARCEL D 5511 Summitview Avenue, Yakima The South 160 feet of the West 160 feet of the Southwest 1/4 of the Southwest 1/4 of the Northeast 1/4 of Section 21, Township 13 North, Range 18 , E.W.M., PAGE 5• Exhibit D - 6 EXHIBIT A (Continued) EXCEPT the South 40 feet and the West 30 feet for roads. Situate in Yakima County, State of Washington. Yakima County Assessor's Parcel No. 181321-13014 TOGETHER WITH all improvements thereon. AGREEMENTS CONVEYED 2. All rights, if any, of Tiger Oil Corporation in the following agreements: f. Confidential Amended Trust Agreement dated June 17, 2004, including Tiger's right to use funds held in said account consistent with the terms of said Confidential Amended Trust Agreement. g. A Site Access Agreement between Tiger Oil Corporation and Three Sisters Holding, LLC, dated May 24, 2012. h. A License and Agreement for Site Access and Use between Tiger Oil Corporation and Yakima SC Associates, LLC, dated May 24, 2102. i. A License Agreement for Site Access between Tiger Oil Corporation and M&E Company, dated July 23, 1997. J - An Access Agreement between Tiger Oil Corporation and Three Sisters Holding, LLC dated July 17, 2006. KM 758875400001117034_TR1170380242X PAGE 6 Exhibit D - 7 EXHIBIT D NON -RELIANCE LETTER Date: January , 2014 Attention Mark Kunkler, Senior Assistant City Attorney Company CITY OF YAKIMA Address 200 South Third Street, Yakima, WA 98901-2830 Phone 509-575-6030 RE: 1606 E. Nob Hill Blvd., Yakima; 1808 N. First Street, Yakima; 2312 W. Nob Hill Blvd.; and 5511 Summitview Avenue, Yakima, (the "Property") TIGER OIL CORPORATION, an Idaho corporation ("Seller") has sent you the reports and information listed on Schedule 1 (the "Information"). This Information was not prepared by Seller and it is being provided to you at your request and solely as an accommodation for you for informational purposes only in connection with your interest in acquiring the above referenced Property pursuant to that certain Real Estate Purchase and Sale Agreement whereby Seller sells the Property to the City of Yakima (the "Agreement"). Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of the Information and please be advised that Seller does not make any representation or warranty, expressed or implied, whatsoever concerning the accuracy or thoroughness of this Information, or of the methods employed by the parties who prepared such reports and documents. Seller also makes no representation or warranty that Seller has approved the Information or that Seller shall undertake or perform any action recommended in these reports. Seller disclaims any obligation or responsibility, express or implied, to update or supplement these reports or the information they contain. Seller is not providing any assurance with respect to or endorsement of the Information. You are not entitled to, and Seller understands that you do not intend to, rely on these reports or any of the information they contain. Seller shall have no liability, obligation or responsibility of any kind with respect to the content or accuracy of the Information and your receipt and review of the Information shall not give rise to any claims or causes of actions against Seller for any liabilities, claims, actions, suits, damages, losses, costs or expenses (including, but not limited to, attorneys' fees) of any kind that you or any other party may incur. Purchaser, on behalf of itself, and its successors and assigns, waives, relinquishes, releases, indemnifies and hold harmless Seller and Seller's affiliates, officers, directors, shareholders, employees and agents (collectively, "Seller Parties") from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys' fees and court costs) of any and every kind or character, known or unknown, which Purchaser might have asserted or alleged against Seller Parties at any time or reason arising out of any Information delivered in connection with this agreement. Exhibit D - 8 Please contact me if you have any questions. Regards, K&L GATES LLP Todd Reuter Attorney for Seller TIGER OIL CORPORATION AGREED AND ACCEPTED: CITY OF YAKIMA, a municipal corporation By: Name Printed: Title: Date: Exhibit D - 9 SCHEDULE 1 1. March 29, 2005 Tetra -Tech FW, Inc., UST Decommissioning and Site Assessment at Tiger Oil Corporation facility, regarding 5511 Summitview Road, Yakima, WA; 2. March 21, 2005 Tetra -Tech FW, Inc., UST Decommissioning and Site Assessment at Tiger Oil Corporation facility, regarding 1606 E. Nob Hill Boulevard, Yakima, WA; 3. September 9, 1981 letter from Jim Milton, Environmental Quality Division, to Tony Elrod; 4. May 15, 1987 letter from Clar Pratt, Environmental Quality Division, to James Ebbert, U.S. Department of the Interior, regarding Gasoline Study; 5. September 7, 1990 "Listing of CRO's UST and above ground tank notifications from November 1988 to Present;" 6. March 17, 2005 Tetra -Tech FW, Inc., UST Decommissioning and Site Assessment at Tiger Oil Corporation facility, regarding 1808 First Avenue, Yakima, WA; 7. May 18, 1984 letter from Daniel Bigalke of Fuel Recovery to Jim Milton of Dept. of Ecology re: Exxon Station, North First St., Yakima, WA; 8. July 31, 1984 letter from Gary R. Johnson of Fuel Recovery to Alan Newman of Dept. of Ecology; 9. June 12, 2013 Terragraphics "Final Groundwater Sampling Report" prepared for Department of Ecology; and 10. January 2010 G -Logics report (portion) regarding 2312 W. Nob Hill Blvd., Yakima, WA. K1175B875100001117034 TR517036A242V Exhibit D - 10 Return Address TODD REUTER K&L GATES LLP 618 W RIVERSIDE AVENUE SUITE 300 SPOKANE WA 99201 Document Title: ASSIGNMENT OF CONSENT DECREE Reference Numbers: Assignor: Assignee: TIGER OIL CORPORATION CITY OF YAKIMA Ptn of the NW1/4 of the SE1/4, Sec. 26, Twn 13 N, Rg 18 EWM, Yakima, WA THIS ASSIGNMENT OF -CONSENT DECREE ("Assignment") is made and entered into as of the day of , 2014, by and between TIGER OIL CORPORATION, an Idaho corporation ("Tiger") and the CITY OF YAKIMA, a municipal corporation (the "City"). WITNESSETH: in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Tiger is party to a Consent Decree (the "Decree") on file in Thurston County Superior Court cause No. 02-2-00956-2. A copy of the Decree is attached hereto as Exhibit 1. 2. The Decree pertains to environmental conditions at the "Site," as defined- in the Decree. 3. The City wishes to purchase from Tiger the property located at and commonly known as 2312 W. Nob Hill Boulevard, Yakima, Washington, and further described as Yakima County Assessor's Parcel No. 181326-42051 (the "Property"). The Property is a portion of the Site governed by the Decree. PAGE 1 4. The City, as part of its purchase of the Property, hereby agrees to undertake all of Tiger's rights and obligations under the Decree. To that end, Tiger hereby assigns to the City all Tiger's rights and obligations in the Decree. The City hereby accepts all of Tiger's rights and obligations thereunder, including all rights to amend the Decree. 5. The City hereby agrees to indemnify, defend and hold harmless Tiger and Tiger's officers, directors, shareholders, employees and agents, for, from and against any and all claims, obligations, liabilities, demands, losses, damages, liens, causes of actions, suits, costs and expenses (including attorneys' fees and court costs) relating to or in any way arising from the Decree, including any obligation of Tiger to perform environmental remediation work on the Site, including the Property. City and Tiger agree and understand that the Decree and the Cleanup Action Plan (CAP) therein will likely be amended to add City to the Decree, incorporate a revised CAP, and remove Tiger from the Decree. In the event Tiger is required to consent to any such amendment, Tiger will not withhold such consent to any amendment of the Consent Decree and/or CAP worked out between the City and the Washington State Department of Ecology, provided however that Tiger does not consent to any amendment that affects the indemnification agreement herein, or the terms of the parties' 2014 Purchase and Sale Agreement, or to any amendment that imposes any obligations or liabilities on Tiger or it's officers, directors, shareholders, employees and agents. The terms and conditions of this paragraph shall expressly survive the City's purchase of the Property and shall not merge with the provisions of any closing documents. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. ASSIGNOR: TIGER OIL CORPORATION, an Idaho corporation BY:,�✓t-rte Ail Charles Coney ';'e--A--2/67P----- It's President ASSIGNEE: CITY OF YAKIMA, a municipal corporation BY: Tony O'Rourke It's City Manager PAGE 2 STATE OF IDAHO : ss County of Ada ) On this•U St day of r , 2014, before me personally appeared CHARLES CONLEY, to me known be the President of TIGER OIL CORPORATION, that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act of TIGER OIL CORPORATION, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument on behalf of TIGER OIL CORPORATION. GIVEN UNDER MY HAND AND OFFICIAL SEAL the day and year in this certificate firstaboviii,written. �w ..,°" ea°��� %O STATE OF WASHINGTON County of Yakima (447 /Oa ; otar Pilic _ * t . ISv"-1( (Print Name) MY COMMISSION EXPIRES February 4, 2131,1 bONDEU TI* I NOTARY MIMIC UNDERWRITERS (Signature) My commission expires: } : ss } On this day of , 2014, before me personally appeared TONY O'ROURKE, to me known to be the City Manager of CITY OF YAKIMA, that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act of CITY OF YAKIMA, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument on behalf of CITY OF YAKIMA. GIVEN UNDER MY HAND AND OFFICIAL SEAL the day and year in this certificate first above written. Notary Public (Signature) (Print Name) My commission expires: PAGE - 3 K:11758875\00001117034_TR1170380242U Return Address TODD REUTER K&L GATES LLP 618 W RIVERSIDE AVENUE SUITE 300 SPOKANE WA 99201 Document Title: ASSIGNMENT OF CONFIDENTIAL AMENDED TRUST AGREEMENT Assignor: Assignee: TIGER OIL CORPORATION CITY OF YAKIMA THIS ASSIGNMENT OF CONFIDENTIAL AMENDED TRUST AGREEMENT ("Assignment") is made and entered into as of the day of , 2014, by and between TIGER OIL CORPORATION, an Idaho corporation ("Tiger") and the CITY OF YAKIMA, a municipal corporation (the "City"). WITNESSETH: In consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Tiger is party to a Confidential Amended Trust Agreement effective by Tiger on June 17, 2004, including a December 2013 Amendment to Confidential Amended Trust Agreement (collectively, the "Trust Agreement"). 2. The Trust Agreement pertains to environmental conditions at three properties in Yakima, WA. Those three properties (collectively, the "Property") are located at and commonly known as 2312 W. Nob Hill Boulevard, Yakima, WA; 1606 E. Nob Hill Boulevard, Yakima, WA; and 1808 N. First Street, Yakima, WA. 3. The City has agreed to purchase the Property from Tiger and wants to take Tiger's rights and obligations in and under the Trust Agreement. 4. To that end, Tiger hereby assigns to the City all Tiger's rights and obligations in and under the Trust Agreement and the City hereby accepts all of Tiger's rights and obligations thereunder. PAGE 1 5. The City hereby agrees to indemnify, defend and hold harmless Tiger and Tiger's officers, directors, shareholders, employees and agents, for, from and against any and all claims, obligations, liabilities, demands, losses, damages, liens, causes of actions, suits, costs and expenses (including attorneys' fees and court costs) relating to or in any way arising from the Trust Agreement, including any obligation of Tiger thereunder to perform environmental remediation work on the Site, including the Property. The terms and conditions of this paragraph shall expressly survive the City's purchase of the Property and shall not merge with the provisions of any closing documents. IN WITNESS WHEREOF, the parties have executed this Assignment as of the date first above written. ASSIGNOR: TIGER OIL CORPORATION, an Idaho corporation BY:( . .,�,J iD r Charles Conley It's President ASSIGNEE: CITY OF YAKIMA, a municipal corporation BY: Tony O'Rourke It's City Manager PAGE 2 STATE OF IDAHO County of Ada : SS ) On this(./ day of j4.h, 2014, before me personally appeared CHARLES CONLEY, to me known to be�tf President of TIGER OIL CORPORATION, that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act of TIGER OIL CORPORATION, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument on behalf of TIGER OIL CORPORATION. GIVEN UNDER MY HAND AND OFFICIAL SEAL the day and year in this certific*Igko written. • `$,.Cad\O .•••64...C% s �Cj , : -.:..k...... • ;.--. -44 d -'1' ® - CNota ublic (Signature) PPP V P LSC e0 _ PP4. 4(r #14Stlete" �a wili STATE 03 0:t fg16N STATE OF WASHINGTON County of Yakima (Print Name) My commission expires: MY COMMISSION EXPIRES February 4, 2014 BONDED 'TRIM NOTARY FOAM UNDERWRITERS : ss On this day of , 2014, before me personally appeared TONY O'ROURKE, to me known to be the City Manager of CITY OF YAKIMA, that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act of CITY OF YAKIMA, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument on behalf of CITY OF YAKIMA. GIVEN UNDER MY HAND AND OFFICIAL SEAL the day and year in this certificate first above written. Notary Public (Signature) (Print Name) My commission expires: PAGE 3 K:11758875100001117034JR117034A26B9 AFTER RECORDING RETURN TO: Filed for Record at Request of and Copy Returned to: Todd Reuter K&L Gates LLP 618 W. Riverside Avenue, Suite 300 Spokane, WA 99201-0602 TE RECORDER'S COVER SHEET Document Title(s): I. BARGAIN AND SALE DEED Reference Number(s) of Documents assigned or released: Grantor (Last name, first name, initials) TIGER OIL CORPORATION Grantee (Last name, first name, initials) CITY OF YAKIMA Legal Description (abbreviated: i.e. lot, block, plat or section, township, range) Parcel A, Ptn of Lot 7, CHAS SIMPSON'S FIVE ACRE TRACTS, A-64; Parcel 13, Ptn of Gordon's HiGHWAY TRACTS, 1-22 AND Ptns of Lots 12 and 16, 1-22; Parcel C, Ptn of the NW'/4 of the SE'/, Sec. 26, Twn 13, Rg 18; Parcel D, Ptn of the S Wl/4 of the NE'' , Sec 21, Twn 13, Rg 18 YAKIMA COUNTY, WASHINGTON Additional legal description is on Exhibit "A" of document, Pages 3 - 6. Assessor's Property Tax Parcel/Account Numbers 191329-31549, 181312-44412, 181326-42051, and 181321-13014 • BARGAIN AND SALE DEED The Grantor, TIGER OIL CORPORATION, an Idaho corporation, whose address is PO Box 772, Meridian, Idaho 83680, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, in hand paid, bargains, sells, and conveys to the Grantee, CITY OF YAKIMA, a municipal corporation, whose address is 129 North 2" Street, Yakima, Washington 98901, the following -described real estate, situated in the County of Yakima, State of Washington: Legal Description of Property attached hereto as Exhibit "A". And all improvements thereon. (the "Property"). Grantee acknowledges that Grantor has not occupied the Property since approximately 2002 and has incomplete knowledge of its condition or whether or not any defects exist thereon. GRANTOR DOES NOT WARRANT, EITHER EXPRESSLY OR IMPLIEDLY, THE CONDITION OR FITNESS OF THE PROPERTY CONVEYED HEREUNDER (ANY SUCH WARRANTY BEING HEREBY EXPRESSLY NEGATED) AND GRANTEE ACCEPTS SAID PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS" INCLUDING, BUT NOT LIMITED TO, THE ENVIRONMENTAL CONDITION OF THE PROPERTY. IN WITNESS WHEREOF, the Grantor has caused its name to be signed to these presents by its duly authorized officer or representative as of the date first above written. DATED this / / $'day of ' 02; ,.N , 2014. GRANTOR: TIGER OIL CORPORATION, an Idaho corporation BY: C arles Conley It's President PAGE 1 /0- e,674 STATE OF IDAHO ) : ss County of Ada ) On this J/ day of jadilr t.v , 2014, before me personally appeared CHARLES CONLEY, to me known to be tlk of TIGER OIL CORPORATION, that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act of TIGER OIL CORPORATION, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument on behalf of TIGER OIL CORPORATION. GIVEN UNDER MY HAND AND OFFICIAL SEAL the day and year in this certificate first above written. My commission expires: PAGE 2 MY COMMISSION EXPIRES February 4, 2814 t3O$ ED TORI f NOTARY PUZLFC UNAERWIUTERS EXHIBIT A PROPERTY CONVEYED PARCEL A 1606 E. Nob Hill Blvd., Yakima The West 165 feet of the North 125 feet of Lot 7, CHAS SIMPSON'S FIVE ACRE TRACTS, recorded in Volume "A" of Plats, Page 64, EXCEPT the West 20 feet, AND EXCEPT the East 5 feet of the West 25 feet of the North 59 feet thereof, AND the East 50 feet of the West 215 feet of the North 150 feet of Lot 7, CHAS SIMPSON'S FIVE ACRES TRACTS, according to the official Plat thereof recorded in Volume "A" of Plats, Page 64, records of Yakima County, Washington. AND Lot 7, CHAS SIMPSON'S FIVE ACRE TRACTS, as recorded in Volume "A" of Plats, Page 64, EXCEPT the West 165 feet, AND EXCEPT the South 348.8 feet, AND EXCEPT the East 50 feet of the West 215 feet of the North 150 feet of said Lot 7. AND EXCEPT the East 25 feet conveyed to YCW for road by deed recorded under Auditor's File No. 2571813. Situate in Yakima County, State of Washington. Yakima County Assessor's Parcel No. 191329-31549 PARCEL B 1808 N. First Street, Yakima That part of GORDON'S HIGHWAY TRACTS, recorded in Volume "I" of Plats, Page 22, AND that part of the South 870.00 feet of the West 1/2 of the Southeast 'A of the Southeast '/4 of Section 12, Township 13 North, Rage 18, E.W.M., bounded as follows: Beginning at the Northeast corner of Lot 15 said Plat of GORDON'S HIGHWAY TRACTS, 24' West reference bearing, along the Easterly line of said Plat of GORDON'S HIGHWAY TRACTS, ALSO BEING THE Westerly right of way line of North First Street, 170.00 feet to a point which is 5.00 feet South 0° 24' West of the Northeast PAGE 3 EXHIBIT A (Continued) corner of Lot 12 of said Plat; thence North 89°40' West, parallel with the Northerly line of said Plat, 155.00 feet; thence North 0° 24' East 170.00 feet to the Easterly extension of the Northeast line of Lot 15 of said Plat; thence South 89°40' East 155.00 feet to the point of beginning. TOGETHER WITH an easement for ingress and egress over and across that part of Lot 12, GORDON'S HIGHWAY TRACTS according to the official Plat thereof, recorded in Volume "I" of PIats, Page 22, bounded as follows: Commencing at the Northeast corner of said Lot 12, said point being on the Westerly right of way line of the North First Street; thence South 0° 24' West, reference bearing, along the Easterly line of said Lot 12, also being the Westerly right of way line of North First Street, 5.00 feet to the point of beginning; thence South 0° 24' West 30.00 feet; thence North 63°05'20" West 67.05 feet to a point which is 5.00 feet South 0° 24' West of the Northerly line of said Lot 12 and 60.00 feet North 89°40' West of the point of beginning; thence South 89°40' East parallel with the Northerly line of said Lot 12, 60.00 feet to the point of beginning. AND TOGETHER WITH a non-exclusive perpetual easement of ingress and egress with the right to remove all existing improvements .to improve and maintain with hard permanent surface, and to provide curb cuts to abutting streets over and across the following described property: Commencing at a point on the East boundary of Lot 16 of GORDON' S HIGHWAY TRACTS, according to the official Plat thereof, recorded in Volume "I" of Plats, Page 22, records of Yakima County, Washington, 30 feet North of the Southeast corner thereof; thence Southerly along the East boundary 30 feet to the said Southeast corner; thence Westerly along the South boundary of said Lot 16, 60 feet; thence northeasterly in a straight line to the point of beginning. Situate in Yakima County, State of Washington. Yakima County Assessor's Parcel No. 181312-44412 PAGE 4 EXHIBIT A (Continued) PARCEL C 2312 W. Nob Hill Blvd., Yakima The North 141 feet of the West 147 feet of the Northwest '/4 of the Northwest 1/4 of the Southeast'/ of Section 26, Township 13 North, Range 18, E.W.M., EXCEPT the North 26 feet and the West 20 feet, AND EXCEPT those portions conveyed to the City of Yakima by Deeds recorded October 16, 1964, under Auditor's File Nos. 2014381 and 2014382, and recorded January 20, 1987 under Auditor's File No. 2787766. AND that portion of the Northwest 'A of the Southeast '/ of Section 26, Township 13 North, Range 18, E.W.M., as described as follows: Commencing at the Northwest corner of said subdivision; thence South along the centerline of 24th Avenue South, a distance of 141.00 feet, said centerline being the West line of said subdivision; thence South 89°17'00" East a distance of 28.50 feet to the Easterly margin of said 24th Avenue South and the true point of beginning; thence continuing South 89°17'00" East a distance of 118.50 feet; thence North on a line parallel with the West line of said subdivision 115.00 feet to the Southerly margin of Nob Hill Boulevard; thence South 89°17'00" East along said Southerly margin a distance of 40.00 feet; thence South a distance of 132 feet; thence North 89°17'00" West a distance of 158.51 feet to the Easterly margin of 24th Avenue South; thence North along said Easterly margin a distance of 17.00 feet to the true point of beginning. Situate in Yakima County, State of Washington. Yakima County Assessor's Parcel No. 181326-42051 PARCEL D 5511 Summitview Avenue, Yakima The South 160 feet of the West 160 feet of the Southwest 1/ of the Southwest 1/2 of the Northeast '/4 of Section 21, Township 13 North, Range 18 , E.W.M., PAGE 5 EXHIBIT A (Continued) EXCEPT the South 40 feet and the West 30 feet for roads. Situate in Yakima County, State of Washington. Yakima County Assessor's Parcel No. 181321-13014 TOGETHER WITH all improvements thereon. AGREEMENTS CONVEYED 1. All rights, if any, of Tiger Oil Corporation in the following agreements: a. Confidential Amended Trust Agreement dated June 17, 2004, including Tiger's right to use funds held in said account consistent with the terms of said Confidential Amended Trust Agreement. b. A Site Access Agreement between Tiger Oil Corporation and Three Sisters Holding, LLC, dated May 24, 2012. c. A License and Agreement for Site Access and Use between Tiger Oil Corporation and Yakima SC Associates, LLC, dated May 24, 2102.. d. A License Agreement for Site Access between Tiger Oil Corporation and M&E Company, dated July 23, 1997. e. An Access Agreement between Tiger Oil Corporation and Three Sisters Holding, LLC dated July 17, 2006. PAGE 6 K:11758875100001117034 TR1170380242X