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CAG 94-264 - 199412270716 After recording, return to: Federal Way City Attorney 33530 1st Way S. Federal Way, WA 98003 CITY OF FEDERAL WAY POSSESSION AND USE AGREEMENT (S. 348th Street Improvement Project) C-) THIS POSSESSION AND USE AGREEMENT("Agreement") is dated effective this 15th day of November, 1994. The parties ("Parties") to this Agreement are the City of Federal Way, a Washington municipal corporation, ("City"), Bartlett Harrison Enterprises, a Washington general partnership, Marlin F. Harrison, Donna L. Harrison, Gregory C. Bartlett d/b/a Life Chiropractic Clinic ("Owners"), and Don L. Finlayson, Sally W. Finlayson, Scott B. Finlayson, Leonard M. Finlayson, and Helen J. Finlayson ("Potential Purchasers"). 77 A. The Owners own certain real property located at 34730 Pacific Highway S., Federal Way, Washington and legally described on Exhibit "A" and depicted on Exhibit "B", both of which are attached hereto and incorporated by this reference ("Property"); and B. The Potential Purchasers have entered into an earnest money agreement with the Owners to purchase the Property. C. The Property is required by the City for street and related improvements; and (p D. Any delay in the City's construction program is contrary to the public interest; r4 and E. The City has made a firm and continuing offer to pay the amount of Thirty-Four Thousand Two Hundred Eighty Dollars and no/100 ($34,280.00) for the purchase of the Cd Property pursuant to the terms and conditions of a certain Purchase and Sale Agreement r-f attached hereto as Exhibit "C" and incorporated by this reference; and F. The Owners and the Potential Purchasers wish to grant the possession and use of the Property for the purpose of commencing construction; and G. The Parties require time in order to close the sale of the Property to the City; and NOW, THEREFORE,the Parties agree as follows: 1. City Payment. Upon the execution of this Agreement, the City will pay into escrow the compensation that the City has offered to purchase the Property in the amount of Thirty-Four Thousand'Two Hundred Eighty Dollars and no/100 ($34,280.00). This amount shall be disbursed to the Owners, or their successors in interest, upon closing of the sale. 2. Condemnation. The Parties acknowledge that the Property is necessary for public use of the City. If it becomes necessary for the City to institute condemnation proceedings, the Owners and Potential Purchasers have no objection to the City's entering an Order Adjudicating Public Use and Necessity, and that this Agreement will be treated as and accorded the same provisions as an Order for Immediate Possession and Use. ORIGINAL V-4- , 3. Possession. The Owners and Potential Purchasers hereby surrender possession of the Property to the City on the effective date of this Agreement. 4. Recording. This Agreement shall be recorded with the King County Office of Records. The terms of this Agreement shall be binding upon and inure to the benefit of the Parties' successors in interest, heirs and assigns. 5. Indemnification. The Owners and Potential Purchasers agree to indemnify and hold the City, its elected officials, officers, employees, agents, and volunteers harmless from any and all claims, demands, losses, actions and liabilities (including costs and all attorney fees) to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or connected with this Agreement or the City's right to possession of the Property,to the extent caused by the acts, errors or omissions of said Owners and Potential Purchasers, their partners, shareholders, agents, employees,or by the Owners'and/or Potential Purchasers' breach of this Agreement. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. General Provisions. This Agreement contains all of the agreements of the • Parties with respect to any matter covered or mentioned in this Agreement. No provision of this Agreement may be amended or modified except by written agreement signed by the Parties. Any provision of this Agreement which is declared invalid or illegal shall in no way ti, affect or invalidate any other provision. In the event any of the Parties defaults on the ,. performance of any terms of this Agreement or any Party places the enforcement of this Agreement in the hands of an attorney, or files a lawsuit, said Party shall pay all its own CZ attorneys' fees, costs and expenses. The venue for any dispute related to this Agreement shall be King County, Washington. Failure of the City to declare any breach or default 04 immediately upon the occurrence thereof, or delay in taking any action in connection with, 4.4 shall not waive such breach or default. Time is of the essence of this Agreement and each ttr and all of its provisions in which performance is a factor. Ch THE CITY OF FEDERAL WAY By: i_-L f A..::�/�Z. ■ DATE: 2'3 , 191 ( Ken eth E. yberg City Manager ATTEST: APPROVED AS TO FORM: / � L. / , z7F Maureen M. Swaney, City lerk, CMC Lond'`r 'mdel , ity Attorney -2- OWNERS: BARTLETT HA' 'ISON ENTERPRIS- a Washi to General Partners •. BY: /'/ '"LA DATE: ///7 , 1994 Gr- •o / -• eneral Partner By: / �_. �� DATE: l / ^ /4 , 1994 /Ta '4 F. Harr o" Gen:ral Partner / By: .( DATE: . /--/W , 1994 Don L. Harrison, Gen: . ' ,rtner /14,,i ;� DATE: //f. , 1994 :go =artlett tI /Atf DATE: /1— /h , 1994 Marlin F. Harris•n t IC % ..otl 5 - DATE: /A-A — , 1994 Donna L. Harrison v4 POTENTIAL PURCHASERS: DATE: �� 2'' 1994 , Don L. Finlayson - 0) '..� .C1� 1 j . DATE: — —31 , 1994 Sally Fi layson s Al • /, £• 5 c046 DATE: /a ' a ( , 1994 Scott B. Finlayson DATE: ° 02/X97 , 1994 Leonard M. Finlayson / DATE: /a ' /" `�7 , 1994 Helen J Finlayson Q —3— STATE OF WASHINGTON ) ss. [PARTNERSHIP NOTARY] COUNTY OF KING On this day personally appeared before me, the undersigned Notgoteublic in and for the State of Washington, duly commissioned and sworn, Gregory G: 6ariltm:, Marlin F. Harrison, and Donna L. Harrison, to me known to be the General Partners of Bartlett Harrison Enterprises, the Washington general partnership that executed the foregoing instrument,and acknowledged the said instrument to be the free and voluntary act and deed of said partnership, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument on behalf of said partnership. GIVEN my hand and official seal this {tr, day of �r,� , Q,,,J , 19,.. . old. (notary signature) CNA24.4Pras n • t vJ% 1 T (typed/printed name of notary) Notary Public in and for the State of Washington My commission expires: Z.1—(4(r, STATE OF WASHINGTON ) ss. [CITY MANAGER NOTARY] v. COUNTY OF KING On this day personally appeared before me,the un a u� d Ijptary Public in and for the Sta o�f,� hington, duly commissioned and sworn, , o me known to be th , qty pager of the City of Federal Way, a Washington municipal corporation, the 'd" corporation that executed the foregoing instrument, and acknowledged the said instrument Ch to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned,and on oath stated that he was authorized t xecute the said instrument. GIVEN my hand and official se: this=Z? "4da = , 19 5.5f (notary signature) (typed/printed name of notary) Notary Public in and for the State of Washington My commission expires: ///(/9 4e • —4— STATE OF WASHINGTON ) ss. [Individual Notary] COUNTY OF KING On this day personally appeared before me,Gregory C. Bartlett,to me known to be the individual(s) described in and who executed the foregoing instrument, and on oath swore that he executed the foregoing instrument as his free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN my hand and official seal this 11-Pa day of_t8 ,J , 1934.— gotaall---- • (notary signature) C HA'r-t—c.S . ,D W. r-r (typed/printed name of notary) Notary Public in and for the State of Washington. My commission expires: 2_7-ct6 STATE OF WASHINGTON ) ) ss. [Individual Notary] COUNTY OF KING On this day personally appeared before me, Marlin F. Harrison, to me known to be the individual(s) described in and who executed the foregoing instrument,and on oath swore that he executed the foregoing instrument as his free and voluntary act and deed for the uses and rai purposes therein mentioned. GIVEN my hand and official seal this 16-Hn day of 11 n-�. ,J , 19citar. Ned (notary signature) 'el' Cr) C++4-1 -S D . C- E-tA crr (typed/printed name of notary) Notary Public in and for the State of Washington. My commission expires: Z•`(-sb STATE OF WASHINGTON ) ss. [Individual Notary] COUNTY OF KING ) On this day personally appeared before me, Donna L. Harrison, to me known to be the individual(s) described in and who executed the foregoing instrument,and on oath swore that she executed the foregoing instrument as her free and voluntary act and deed for the uses and purposes therein mentioned. —5— GIVEN my hand and official seal this ((An day of 1�Q�.ei � , 19 cur- (notary signature) D. W s r-r (typed/printed name of notary) Notary Public in and for the State of Washington. My commission expires: 7--1-q 6 STATE OF WASHINGTON ) ss. [Individual Notary] COUNTY OF KING ) On this day personally appeared before me,Sally W. Finlayson„to me known to be the individual(s) described in and who executed the foregoing instrument, and on oath swore that she executed the foregoing instrument as her free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN my hand and official seal this ASk day of flee/,m be,C , 19 . (notary signa re) • (typed/printed name of notary) Notary Public in and for the State of Washington. My commission expires: lb-SC -ci STATE OF WASHINGTON ) rig ) ss. [Individual Notary] s COUNTY OF KING 0') On this day personally appeared before me, Scott B. Finlayson,to me known to be the individual(s)described in and who executed the foregoing instrument,and on oath swore that he executed the foregoing instrument as his free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN my hand and official seal this 1 b}• day of D, eCjipAb br , 19°14 - (notary signatur ) Ju (V_ ieJr (typed/prints name of notary) Notary Public in and for the State of Washington. My commission expires: 10--q ALI -6- STATE OF WASHINGTON ) ss. [Individual Notary] COUNTY OF KING On this day personally appeared before me, Leonard M. Finlayson, to me known to be the individual(s) described in and who executed the foregoing instrument, and on oath swore that he executed the foregoing instrument as his free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN my hand and official seal this .0)1�}- day of leckAU1bQ,,r , 1994. (notary signs Two Q Gvex (typed/printed blame of notary) Notary Public in and for the State of.Washington. My commission expires: I1) —7 xi to STATE OF WASHINGTON ) ss. [Individual Notary] COUNTY OF KING ) lZon L , On this day personally appeared before me,Leonard—M. Finlayson,to me known to be the individual(s) described in and who executed the foregoing instrument, and on oath swore that he executed the foregoing instrument as his free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN my hand and official seal this r St day of If rnb,Q,r , 19C14. (notary si Y nat re)9 vol (typed/printild name of notary) Notary Public in and for the State of Washington. My commission expires: 1() STATE OF WASHINGTON ) ss. [Individual Notary) COUNTY OF KING On this day personally appeared before me, Helen J. Finlayson,to me known to be the individual(s) described in and who executed the foregoing instrument,and on oath swore that she executed the foregoing instrument as her free and voluntary act and deed for the uses and purposes therein mentioned. • —7— GIVEN my hand and official seal this , 15j.- day of ` ,tl b4 r , 13 f. (notary signature Q C `ec (typed/prints name of notary) Notary Public in and for the State of Washington. My commission expires: to--' L, STATE OF WASHINGTON ) ss. [PARTNERSHIP NOTARY] COUNTY OF KING On this day personally appeared before me, the undersigned Notary Public in and for the State of Washington, duly commissioned and sworn, Gregory C. Bartlett, to me known to be a General Partner of Bartlett Harrison Enterprises, the Washington general partnership that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said partnership, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument on behalf of said partnership. GIVEN my hand and official seal this 411 day of 7l , 1994. (notary signature) Q � 2LE5 . E 1--r (typed/printed name of notary) L\[ Notary Public in and for the State of Washington My commission expires: Z--T-g(-) K:IPUBWORKIPOSS&USE.348 11/14/94 -8- FROM:0t12M H I LL-SEP f TO: 20E6514129 F 1• 1994 4 40PM 444S P.03 • EXIISIT A • That portion of the following described main parcel described as follows: Beginning at the southwest corner of,main parcel; thence along the easterly margin of US 99 North 22° 4S' 14" East 42.72 feet; thence South 25° 34' 15" East 12.82 feet: thence South 41° 57' 59" East 23.18 feet.; thence South 81° 24' 05" East 90.53 feet to the north margin of South 348th Street; thence along said north margin North 88° 40' 08" West 127.14 feet to the point of beginning, containing 1339 square feet, more or less. MAIN PARCEL: That portion of the southwest quarter of the northeast quarter of the southeast quarter Section 20, Township 21 North, Range 4 East, W.M., in King County, Washington, described as follows: Beginning at a point on the easterly margin of State Road No. 1, "U.S. 99" which is 175 feet northerly of the of the north margin of South 348th Street,as measured along the easterly margin, thence southwesterly along said easterly margin 175 feet to said northerly margin of South 348th Street thence easterly, along said northerly margin 175 feet; thence north parallel with the easterly line of said subdivision to a point due east of the point of beginning; thence west to the point of beginning; • Together with two common use casements for ingress and egress described as follows: Beginning at the northwest corner of the hereinabove described tract thence northeasterly along the easterly margin of US 99 a distance of 25 feet; thence southeasterly in a straight line to a © point on the northerly line of the hereinabove described tract which is 25 feet east of the point of beginning as measured along said north line; thence west along said north line 25 feet to the • point of beginning; And 0') I3egitming at the southeast corner of the hereinabove described tract, thence cast along the northerly margin of South 348th Street a distance of 25 feet; thence northwesterly in a straight line to a point on the east line of the hereinabove described tract which is 25 feet north of the point of beginning as measured along the said east line;thence south along said east line 25 feet to the point of beginning. • ks/1-6fcc3.lgl - .r- EXHIBIT B N )- 14 Z ~ �c • • I-- wco 1.4 u. i +N. H • Wg G W � " S 1— • ' m W i_ �i t i • • • t• ; . ///r i i ; y •,- S I i' f: '.N • . z .1-- i IN- C^^�?' {(y_ `� RR ir4 N 1 it (i) W , a Z. `� I•. .1,/ . . ....„ yN DS .1 'U^r Y . , . . • , •. !f •i**. ,--"" (s . . • .. Q7 4'3') • .. . bMH�lH 0/4 o Z0•d 6t'bf# Wd217:17 b66T 'TE £R3 6ZTb19997Z :O1 tj3S-7I I H WZH0:I4021d • I • (- C ED Y EXHIBIT C _ REAL ESTATE PURCHASE AND SALE AGREEMENT The City of Federal Way, a Washington municipal corporation ("Purchaser") agrees to purchase, and Bartlett Harrison Enterprises, a Washington partnership ("Seller") , agrees to sell, on the following terms, certain real property located at the northeast corner of S. 348th Street and Pacific Highway South, Federal Way, Washington, and legally described in Exhibit A, attached hereto and incorporated by this reference, and as further depicted in the drawing attached hereto as Exhibit B and incorporated by this reference ("Property") . 1. Terms of Purchase 1.1 Purchase Price. The total purchase price is Thirty-Four Thousand Two Hundred Eighty Dollars and no/100 ($34,280.00) , including earnest money. 1.2. Method of Payment. Payment will be in the form of cash or check, at closing. 1.3 . Earnest Money. Seller acknowledges receipt from Purchaser of $1, 000.00 in the form of a promissory note to be placed in escrow at Transamerica Title Insurance Company, as LID earnest money in partial payment of the purchase price. r% 2. Title CD 2.1 Condition of Title. Unless otherwise specified in this 04 Agreement, title to the Property is to be free of all encumbrances 04 or defects, except that rights reserved in federal patents or state deeds, building or use restrictions general to the area, other than $ platting and subdivision requirements, and utility easements shall not be deemed encumbrances or defects. Encumbrances to be discharged by the Seller shall be paid by the Seller on or before closing. 2.2 Title Insurance. Seller shall, at Seller's expense, including any survey costs associated therewith, immediately upon execution by the parties to this Agreement, apply for an ALTA extended form of Owner's policy of title insurance issued by Transamerica Title Insurance Company. The preliminary commitment thereto, and the title policy to be issued, shall contain no exceptions other than general exclusions and exceptions approved by the City and any that may be excepted herein. If title cannot be made so insurable prior to the closing date, the earnest money shall be returned in full to the Purchaser, any and all costs shall be paid by the Seller, and this Agreement shall be terminated. The Purchaser may elect to waive any such defects or encumbrances. 3. Closing 3.1 Closing of the Sale. This sale shall be closed thirty (30) days from Purchaser's notice to Seller of Purchaser's ORIGINAL satisfaction of the contingencies set forth in Section 4. 1 (a) herein, or at another time agreed to in writing by the parties. 3 .2 Closing Agent. This sale shall be closed by a closing agent designated by Purchaser. Purchaser and Seller shall, immediately upon demand, deposit with closing agent all instruments and monies required to complete the purchase in accordance with this Agreement. 3.3 Closing Costs and Proration. Purchaser and Seller shall each pay one-half of the escrow fees. Taxes for the current year and all rents, interest, utilities and other liens and charges shall be prorated as of closing. Seller shall pay real estate excise tax and revenue stamps. Parties shall pay those charges accruing to the date of closing on or before the date of closing. 3 .4 Possession. Purchaser shall be entitled to possession of the Property either pursuant to the terms of a possession and use agreement, or at closing, whichever occurs first. 3.5 Conveyance-Warranty Deed. Title shall be conveyed by statutory warranty deed("Deed") . 4 . Contingencies CD 4 . 1 The Contingencies. Purchaser's obligations under this ,'4 Agreement are conditioned upon and subject to Purchaser's t satisfaction, in its sole discretion, or Purchaser's written waiver of the following contingencies: (a) Purchaser's determination that the soils of the Property, t4or structures or improvements on the Property, are free from .4 any hazardous substances whatsoever. Seller shall reasonably cooperate with the Purchaser to provide such information that the Purchaser requests to the extent that such information or documents exist and are under the control of the Seller, and grant to the Purchaser the right to enter the property at reasonable times to inspect and obtain necessary samples from the same. This contingency is solely for Purchaser's benefit and shall be determined in the exercise of Purchaser's sole discretion; (b) Final approval of this Agreement by the City Council of Federal Way; (c) The truth and accuracy of all representations and warranties of Seller; (d) The absence of any violation of federal, state or City laws including without limitation, all City codes, ordinances, resolutions, regulations, standards and policies, as now -2- (e) Seller's failure to comply with the order of any court or governmental authority or agency pertaining to the Property or the use, occupancy or condition of the Property; (f) The pendency or threat of any litigation or proceeding relating to the Property; or (g) Any material change in the Property or the improvements on the Property occurring after the execution of this Agreement. 4.2 Contingency Period.. In connection with the hazardous waste contingency contained in Section 4.1(a) herein, Purchaser has forty-five (45) days from the date of Purchaser's receipt of Seller's acceptance of this offer to notify Seller of Purchaser's determination; provided, however, that Purchaser shall have the right to extend this contingency period for thirty (30) days upon notice of such extension from Purchaser to Seller. In connection with all other contingencies, Purchaser shall have until the closing date in which to notify Seller that it has satisfied or waived satisfaction of the contingencies or has elected to terminate this Agreement pursuant to such contingencies. 4.3 Expiration of Contingency Period. If Seller does not receive the notice required by Section 4.2 prior to the closing date, this Agreement shall terminate, at Purchaser's election, and GG the earnest money shall be returned to Purchaser. r5. Seller's Representations and Warranties c r 5. 1 Environmental Conditions. Notwithstanding the 04 contingencies above, it is the Seller's obligation at its sole cost 04 and expense to comply or ensure compliance with all federal, state, Tr, foreign and local laws or administrative orders with respect to C) environmental conditions existing on the Property at closing including, , without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Spill Compensation and Control Act, and the Environmental Cleanup Responsibility Act. Such obligation, and any liability that Seller may have for any breach thereof shall survive the closing. In the event Purchaser discovers or is notified about the existence of any environmental condition (including, without limitation, a spill, discharge or contamination) that existed as of and/or prior to the closing date or any act or omission occurring prior to the closing date, the result of which may require remedial action pursuant to any law or may be the basis for the assertion of any third party'claims, including claims of governmental entities, Purchaser shall promptly notify Seller and Seller shall, at its sole cost and expense, proceed with due diligence and in good faith to take the appropriate action and response thereto. In the event that Seller fails to so proceed with due diligence and good faith, -3- % the Purchaser may, at its option, proceed to take the appropriate action and shall have the rights to indemnity as set forth below. 5.2 Utilities. . Seller represents and warrants that the Property is connected to A. public water main B. well C. public sewer main D. septic tank X E. none of the above 5.3 No Leases. Seller represents and warrants that the Property is not subject to any leases, tenancies or rights of persons in possession. 5.4 No Material Defect. Seller is unaware of any material defect in the Property. 5.5 Debris and Personal Property. Seller will remove all debris and personal property, prior to closing, located on the Property, if any, at Sellers cost and expense. 6. Seller's Indemnities Notwithstanding Purchaser's waiver or satisfaction of any of the contingencies, the Seller agrees to indemnify and hold harmless the Purchaser, against and in respect of, any and all damages, claims, losses, liabilities, judgments, W demands, fees, obligations, assessments, and expenses and costs, . r4 including without limitation, reasonable legal, accounting, consulting, engineering and other expenses which may be imposed upon or incurred by Purchaser, or asserted against Purchaser, by Cad any other party or parties '(including, without limitation, a tl governmental entity) , arising out of or in connection with any .4 environmental condition existing as of and/or prior to the closing Tr date, including the exposure of any person to any such t"T) environmental condition, regardless of whether such environmental condition or exposure resulted from activities of Seller or Seller's predecessors in interest. This indemnity shall survive the closing and be in addition to Seller's obligation for breach of a representation or warranty as may be set forth herein. 7. Notice Any notice made pursuant to this Agreement, must be in writing, signed by the Purchaser or Seller and delivered to the Purchaser or Seller at their respective addresses set forth below. Facsimile transmission of any signed original document shall not be the same as transmission of an original. 8. General Conditions 8. 1 Performance. Time is of the essence to this Agreement. 8.2 Entire Agreement. This Agreement contains all of the agreements of the parties with respect to any matter covered or -4- i • mentioned in this Agreement and no prior agreements or understandings pertaining to any such matters shall be effective for any purpose. 8.3 Modification. No provision of this Agreement may be amended or added to except by agreement in writing signed by the parties. 8.4 Full Force and Effect. Any provision of this Agreement which is declared invalid, void or illegal shall in no way affect, impair, or invalidate any other provision hereof and such other provisions shall remain in full force and effect. 8.5 Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington. 8.6 Captions. The respective captions of the paragraphs of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect in any respect any of the provisions of this Agreement. 9. Survival of Warranties The terms, covenants, representations and warranties contained in this Agreement shall not merge in the Deed, but shall survive closing. 10. Agreement to Purchase Purchaser offers to purchase the to property on the terms and conditions set forth herein. In the 11.4 event Seller does not accept this offer on or before September , r. 1994, this offer shall expire and terminate. • r% Dated this / day of September, 1994. 0/ PURCHASER: CITY OF F DERAL W, BY: .► i .d Ken 1 e I E. Nyberg, city Manager 33530 1st Way So " Federal Way, WA 8003 (206) 661-4034 APPROVED AS TO FORM: .954 . . - ity Attorney -5- Seller's Acceptance. Seller agrees to sell the Property on the terms and conditions in this Agreement. Seller acknowledges receipt of a copy of this Agreement on , 1994 signed by all parties, and acknowledges having read the terms and conditions herein. SELLER: BARTLETT HARRISON ENTERPRISES a Washington Partnership By: (name) Its: (title) '(Address) ( (Phone) CAD Purchaser's Receipt. Purchaser acknowledges receipt of a w4Seller's signed copy of this Agreement on , 1994. O PURCHASER, CITY OF FEDERAL WAY "4 47) By: I:\DOCS\348ROW1.PUR 09/01/94 -6- • • s i 1iOM:CH2M HILL—SER TO: 2066614129 P 1,- 1994 4:40FM U449 P.0:3 • EXHIBIT A • That portion of the following described main parcel described as follows: Beginning at the southwest corner of,main parcel; thence along the easterly margin of US 99 North 22° 48' 14" East 42.72 feet; thence South 25° 34' 15" East 12.82 feet: thence South 41° 57' 59" East 23.18 feet; thence South 81° 24' 05" East 90.53 feet to the north margin of South 348th Street; thence along said north margin North 88° 40' 08" West 127.14 feet to the point of beginning, containing 1339 square feet, more or less. MAIN PARCEL: That portion of the southwest quarter of the northeast quarter of the southeast quarter Section 20, Township 21 North, Range 4 East, W.M., in King County, Washington, described as follows: Beginning at a point on the easterly margin of State Road No. 1, "U.S. 99" which is 175 feet northerly of the of the north margin of South 348th Street,as measured along the easterly margin, thence southwesterly along said easterly margin 175 feet to said northerly margin of South 348th Street; thence easterly, along said northerly margin 175 feet; thence north parallel with the easterly line of said subdivision to a paint due east of the point of beginning; thence west to the point of beginning; • • Together with two common use casements for ingress and egress described as follows: CCU Beginning at the northwest corner of the hereinabove described tract thence northeasterly along the easterly margin of US 99 a distance of 25 feet; thence southeasterly in a straight line to a point on the northerly line of the hereinabove described tract which is 25 feet east'of the point of beginning as measured along said north line; thence west along said north line 25 feet to the point of beginning; And Beginning at the southeast corner of the hereinabove described tract; thence cast along the northerly margin of South 348th Street a distance of 25 feet; thence northwesterly in a straight line to a point on the east line of the hereinabove described tract which is.25 feet north of the point of beginning as measured along the said east line;thence south along said east line 25 feet to the point of beginning. • ks/1-6fc c3.ig1 .,._ .4." EXHIBIT B • • -- ., . __.' WI 111 . : I --....-e•-•".r.TI: Z.—.1.6.. - sl.. L. .. ,1. ... >_ tg • 1 I 0 < o9 / • ,, ma.' 1 E It / „ • • • • . 0 1 , I ...... Q., 1 • I- w • •,i. • • .1 . . *-- , - • ,-- co 1-.. , 1 • w .7.-- u) 0 . . ..... . I.- I c15.. ! i M Z . • „ f W 8 . : ..,• , • . . , • - i R , ••,,. cr . : to ., •— ,.. 1U • • "5. t oitl i 11-4 i 5 .3 0 I.- I - 1 C■41 . r..'4T.,.. I ' i3:11" . • r4 ta , • . tr ii • . . z , , vi •A '- ..,i 44. - ..P i V)0 1 41 / . 11. q) 'P. .4 . • /i . • •i • ‘ l 1 . ' 9........ W , . : . . ! 1111k. "..• . I *•.... • ..."' • , - . -- ... tz4. 8 .et--• • Ai- S • • . • . . /6 . . . • . ft) • 4 10.40., . ..0440 . . • Z - J/44 • .. , (5 • tro . . q . . . i 1 ZO'd 6tA7U W42O:b 1'6t 'TE °nu EZIbT9990E :CU. U3S-11IH WEHO:WONd L After recording, return to: Federal Way City Attorney 33530 1st Way S. Federal Way, WA 98003 CITY OF FEDERAL WAY SIGN REPLACEMENT/RELOCATION AGREEMENT (S. 348th Street Improvement Project) THIS SIGN REPLACEMENT/RELOCATION AGREEMENT ("Agreement") is dated effective this 14th day of December, 1994. The parties ("Parties") to this Agreement are the City of Federal Way, a Washington municipal corporation, ("City") and Don L. Finlayson, Sally W. Finlayson, Scott B. Finlayson, Leonard M. Finlayson, and Helen J. Finlayson ("Potential Purchasers") . WHEREAS: 0 A. The Potential Purchasers have entered into an earnest ,a money agreement for the purchase of certain real property located at 34730 Pacific Highway S. , Federal Way, Washington ("Property") ; L) and 04 B. The current owners of the Property have entered into a C\? POSSESSION AND USE AGREEMENT with the City, dated effective November 15, 1994, the terms of which agreement are hereby incorporated herein by reference; and C. There is located near the intersection of Pacific Highway S. and S. 348th St. a ten foot (10' ) wooden sign advertising the Life Chiropractic Clinic ("the Sign") ; and D. The City is requiring movement of the Sign in order to make street and related improvements; and fJ E. Said street and related improvements will necessitate either the relocation of the existing Sign or its replacement with one that will conform with the reconfiguration of the intersection of Pacific Highway S. and S. 348th St. ; NOW, THEREFORE, the Parties agree as follows: 1. City Payment. The City agrees to pay Potential tAJ Purchasers up to Eight Thousand Dollars and no/100 ($8,000.00) to reimburse them for actual costs paid to a third party contractor to relocate the existing Sign or to install a new sign at a location which conforms to City codes, less the value of the sign itself which the parties agree is Two Thousand One Hundred and no/100 Dollars ($2, 100.00) . u 2. Replacement/Relocation of Sign. It shall be Potential Purchasers' obligation to make all suitable arrangements for the replacement/relocation of the sign and Potential Purchasers shall assume the responsibility that the replacement/relocation of the „ sign conforms with all applicable state and local regulations, m ORIGINAL 9 including obtaining all necessary permits, and that the replacement/relocation work is performed in a satisfactory manner. 3. Solicitation of Quotes. Potential Purchasers shall obtain a minimum of three (3) quotes for the work of replacing/relocating the Sign and provide a copy of the quotes to the City. Potential Purchasers shall award the contract for the replacement/relocation of the Sign to the contractor submitting the lowest quote. Provided, however, that before awarding the contract, Potential Purchasers shall provide the City with an opportunity to obtain additional quotes for the replacement/relocation of the Sign. In the event that the City obtains a lower quote, Potential Purchasers shall award the contract for the replacement/relocation of the Sign to the contractor with the lowest quote. 4. Contingency. The City's obligations under the terms of this Agreement are subject to and in consideration of the Potential Purchasers' execution of the Possession and Use Agreement, subject to the Potential Purchasers' closing on the Property and subject to the Potential Purchasers' selling a portion of the Property to the City pursuant to the terms and conditions of the Real Estate Purchase and Sale Agreement attached as Exhibit C to the Possession and Use Agreement. 5. Indemnification. Potential Purchasers agrees to indemnify and hold the City, its elected officials, officers, employees, agents, and volunteers harmless from any and all claims, demands, losses, actions and liabilities (including costs and all Vlb attorney fees) to or by any and all persons or entities, including, Q without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or connected with Cat this Agreement, to the extent caused by the acts, errors or 04 omissions of said Potential Purchasers, their partners, 'r shareholders, agents, employees, or by the Potential Purchasers' T breach of this Agreement. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or ° termination. 6. General Provisions. This Agreement contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement. No provision of this Agreement may be amended or modified except by written agreement signed by the Parties. This Agreement shall be binding upon and inure to the benefit of the Parties' successors in interest, heirs and assigns. Any provision of this Agreement which is declared invalid or illegal shall in no way affect or invalidate any other provision. In the event either of the Parties defaults on the performance of any terms of this Agreement or either Party places the enforcement of this Agreement in the hands of an attorney, or files a lawsuit, each Party shall pay all its own attorneys' fees, costs and -2- v' expenses. The venue for any dispute related to this Agreement shall be King County, Washington. Failure of the City to declare any breach or default immediately upon the occurrence thereof, or delay in taking any action in connection with, shall not waive such breach or default. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. DATED the effective date set forth above. THE CITY OF FEDERAL WAY By: � , �IP 66.a. City Manager ATTEST: / L )fi Adir 4,4 M-ureen M. Swaney, C ty Clerk, CMC APPROVED ' S TO FORM: 4• 011".. 111 .1 -PIP.. -1 ■IIIIMMIIIIIINIri. r i POTENTIAL PURCHASERS: VI irl 1 '4 Cidett/ i -. .0 , D. Don L. Finlaysond O _ e _ � liL �./. _ I Am Z 14 N Sal / W. inlays' I f B, j„k` eatisc,,,, Scott B. Finlayson eonard M. Finlayson 6 5� . 77-1A1 I Helen Finlay bn -3- K:/PUBWORK/SIGNRELO.REP