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
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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.
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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)
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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
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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.
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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.
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