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HomeMy WebLinkAboutSP-Exceptions 059b_20131206001378STm ms provided by Data-treeLLC via Ws proprietary Imaging and delivery system. Copyright 2Do3, All dgid� reserved. 20131206001378.001 531+?)3 When Recorded Return To: BNSF Railway Company c/o HDR Engineering, Inc. 123 Second Avenue South Edmonds, WA 98020 DOCUMENT TITLE: Agreement Related to Easement Rights REFERENCE NUMBER(S) OF RELATED DOCUMENTS: 9601231152 GRANTOR/BORROWER: Longacres Park, Inc., a Washington corporation GRANTEE/ASSIGN EE/BENEFICIARY: BNSF Railway Company and BN Leasing Corporation LEGAL DESCRIPTION: Portions of Lots 4, 7 & 9, BOEING LONGACRES PROPERTY, SECOND AMENDED BINDING SITE PLAN NO. LUA-02-022-BSP (228/2) rec. 20050504000673 and Lots 27, 28 & 30, LLA 07- 068 rec. 20070911900008 ASSESSOR'S PARCEL NO(S).: 088670-0040-06; 088670-0070-09; 088670-0090-05 Documents prodded by Dpoi-t ee LLC vie Ws proprietary Imaging and delivery system. Copyright 2Do3, All rlgh� reserved 20131206001378.002 Agreement Related to Easement Rights This Agreement Related to Easement Rights ("Agreement") is entered into as of November 20, 2013 by and between Longacres Park, Inc., a Washington corporation ("LPI"), and BNSF RAILWAY COMPANY, a Delaware corporation and BN Leasing Corporation, a Delaware corporation (collectively "BNSF"). Factual Background A. LPI is the owner of certain real property located in King County, Washington, described in Exhibit A to this Agreement (the "Property"). LPI and BNSF are parties to a Real Estate Purchase and Sale Agreement (the "PSA") pursuant to which LPI will convey the Property to BNSF through a Bargain and Sale Deed recorded concurrently with this Agreement (the "Deed"). C. The Property is subject to a certain Easement Agreement dated January 10, 1996 and recorded in the records of King County under recording number 9601231152 (the "Easement Agreement") pursuant to which the grantee thereunder (together with its successors and assigns, the "Grantee") has the right to park up to 750 cars on property of LPI, including the Property, and the right of ingress to and egress from said property, including the Property, both under certain conditions, which as of the date of this Agreement have not been met. LPI does not believe that such conditions will be met at any time in the foreseeable future. D. In order to provide assurance to BNSF that BNSF's use and enjoyment of the Property will not be adversely affected by the Easement Agreement, LPI and BNSF have entered into this Agreement. Agreements For and in consideration of the mutual agreements of the parties and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, LPI and BNSF hereby agree as follows. 1. Factual Background. LPI and BNSF confirm that the statements set out in the Factual Background, above, are true and correct and form the basis for the agreements of the parties under this Agreement. BNSF's Rights under the Easement Agreement. BNSF agrees that, although the rights of the Grantor under the Easement Agreement are conveyed to BNSF by the Deed, BNSF will not exercise any rights of the "Grantor" under the Easement Agreement except for the rights of the Grantor under Section 6 (Insurance) and Section 7 (Indemnification) of the Easement Agreement. LPI and BNSF Actions. If the Grantee exercises its rights under the Easement Agreement or threatens to do so in a manner that either LPI or BNSF reasonably believes would adversely affect BNSF's ability to use and enjoy the Property, LPI will promptly take such actions as may be necessary to Documents prodded by DataTree LLC via Ws proprietary Imaging and delivery system. Copyright 2Do3, All rlgh, reserved 20131206001378.003 assert the rights of the Grantor under the Easement Agreement to relocate the Easement Area (as defined in the Easement Agreement) and to relocate the Easement Area so that it excludes the Property. BNSF will take such actions as LPI may reasonably request to cooperate with LPI to accomplish such relocation. LPI will reimburse BNSF for any out-of-pocket costs it incurs in connection with such actions. In addition, LPI will indemnify, defend, and hold harmless BNSF from and against any and all costs incurred by BNSF prior to the said relocation of the Easement Area as the result of the assertion by the Grantee of its rights under the Easement Agreement as such rights relate to the Property. BNSF shall provide written notice to LPI as soon as is practical following the time at which BNSF becomes aware of any such costs, shall permit LPI to defend or settle any claims by or against the Grantee in connection therewith, and will cooperate with LPI in any such defense or settlement. 4. Notices. Any notice by one party to the other under this Agreement shall be delivered in the manner and to the addresses provided for in the PSA. S. Miscellaneous. This Agreement will be effective immediately upon execution and delivery by the parties. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. This Agreement shall be governed by the law of the State of Washington, without reference to its choice of law rules. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, with respect to the treatment of the Easement Agreement as it relates to the Property and contains the entire agreement between, and the final expression of, LPI and BNSF with respect to the subject matter of this Agreement No subsequent agreement, representation, or promise made by either parry hereto, or by or to an employee, officer, agent or representative of either party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. 6. Run with the Land. This Agreement touches and concerns the Property, runs with the land, and shall benefit and bind the successors and assigns of LPI and BNSF. Grantor: Longacres Park, Inc., a Washington corporation, formerly known as Broadacres, Inc By: Name: Title: Date Signed: Grantee: BNSF RAILWAY COMPANY, a Delaware corporation By: Name: Title: AVp-CoMomte Real Estate Development Date Signed: n.-;,( t Documents prodded by Dpoi-t ee LLC via Ws proprietary Imaging and delivery system. Copyright 2Do3, All rlgh, reserved 20131206001378.004 assert the rights of the Grantor under the Easement Agreement to relocate the Easement Area (as defined in the Easement Agreement) and to relocate the Easement Area so that it excludes the Property. BNSF will take such actions as LPI may reasonably request to cooperate with LPI to accomplish such relocation. LPI will reimburse BNSF for any out-of-pocket costs it incurs in connection with such actions. In addition, LPI will indemnify, defend, and hold harmless BNSF from and against any and all costs incurred by BNSF prior to the said relocation of the Easement Area as the result of the assertion by the Grantee of its rights under the Easement Agreement as such rights relate to the Property. BNSF shall provide written notice to LPI as soon as is practical following the time at which BNSF becomes aware of any such costs, shall permit LPI to defend or settle any claims by or against the Grantee in connection therewith, and will cooperate with LPI in any such defense or settlement. 4. Notices. Any notice by one party to the other under this Agreement shall be delivered in the manner and to the addresses provided for in the PSA. 5. Miscellaneous. This Agreement will be effective immediately upon execution and delivery by the parties. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. This Agreement shall be governed by the law of the State of Washington, without reference to its choice of law rules. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, with respect to the treatment of the Easement Agreement as it relates to the Property and contains the entire agreement between, and the final expression of, LPI and BNSF with respect to the subject matter of this Agreement No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of either party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. 6. Run with the Land. This Agreement touches and concerns the Property, runs with the land, and shall benefit and bind the successors and assigns of LPI and BNSF. Grantor: Longacres Park, Inc., a Washington corporation, formerly known as Broadacres, Inc - .1- It By: Name: Title: AUthorix9d Signatory Date Signed: 1 4 s/ 13 Grantee: BNSF RAILWAY COMPANY, a Delaware corporation By: Name: Title: Date Signed: Documents prodded by Dpoi-t ee LLC via Ws proprietary Imaging and delivery system. Copyright 2Do3, All rlgh, reserved 20131206001378.005 BN Leasing Corporation, a Delaware corporation By: Name: Mark D.Ude AVRCorporate ReW Estate Developt Title: Date Signed: 3—/3 Documents provided by Data -tree LLC vie Ws proprietary Imaging anddellvery system. Copyright 2Do3, All rlghta reserved. 20131206001378.006 STATE OF WASHINGTON ) COUNTY OF ) On this day of 6l 9I1Yf kill , 2013, before me, the undersigned notary public in and for the Ste of Washington, duly commissioned and sworn, personally appeared S l I I #VA Z to me known to be the f' f LONGA ES PARK, INC., a Washington corporation, the party that executed the foregoi g instrunflent, and acknowledged said instrument to be the free and voluntary act and deed of said party, for the uses and purposes therein mentioned, and on oath stated that he/she was duly authorized to execute the same. WITNESS my hand and official seal hereto the day and yea 'n tl 's Certificate fir bove written. Signature: Notary r the State of Was ington State of Washington ARLENE C RICE Notary (print name) 1 P P_ f C.P. My Appointment Expires :Aug15, 2016' Residing atp. My appointment expires: C) STATE OF TEXAS ) COUNTY OF ) On this day of . 2013, before me, the undersigned notary public in and for the State of Texas, duly commissioned and sworn, personally appeared to me known to be the of BNSF Railway Company, a Delaware corporation, the party that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said party, for the uses and purposes therein mentioned, and on oath stated that he/she was duly authorized to execute the same. WITNESS my hand and official seal hereto the day and year in this Certificate first above written. Signature: Notary Public in and for the State of Texas Notary (print name) Residing at Documents prodded by Dpoi-t ee LLC via Ws proprietary Imaging and delivery system. Copyright 2Do3, All rlgh, reserved 20131206001378.007 STATE OF WASHINGTON ) COUNTY OF ) On this day of , 2013, before me, the undersigned notary public in and for the State of Washington, duly commissioned and sworn, personally appeared to me known to be the of LONGACRES PARK, INC., a Washington corporation, the party that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said party, for the uses and purposes therein mentioned, and on oath stated that he/she was duly authorized to execute the same. WITNESS my hand and official seal hereto the day and year in this Certificate first above written. Signature: Notary Public in and for the State of Washington Notary (print name) Residing at My appointment expires: STATE OF TEXAS ) COUNTY OF TARRANT ) On this day of JPcr_y11hCf , 2013, before me, the undersigned notary public in d for the State of Texas, duly commissioned and sworn, personally appeared ?% L to me known to be the , of BNSF Railway Company, a Delaware corporation, the party that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said party, for the uses and purposes therein mentioned, and on oath stated that he/she was duly authorized to execute the same. WITNESS my hand and official seal hereto the day and year in this Certificate first above written. Signature:: �rfYlaa Pl. Q�ii�� STA MMY KH2 'N Notary Public in and for the State of Texas PvblkSTATE OF TEXA8Notary (print name) TAMMY K. HERNDON ,1`_yCaom. Etp.10116/Z016 Residing at, � . I A�Cn o) My appointment expires: Documents prodded by Dpoi-t ee LLC via Ws proprietary Imaging and delivery system. Copyright 2DO3, All rlgh, reserved 20131206001378.008 STATE OF TEXAS ) COUNTY OF TARRANT ) On this 13 _ day of e"Yn10tr , 2013, before me, the undersigned notary public in a d for th State of Texas, duly commissioned and sworn, personally appeared a, to me known to be the AJ561.Sccreiiiii of BN Leasing Corporation, a Delaware corporation, the party that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said party, for the uses and purposes therein mentioned, and on oath stated that he/she was duly authorized to execute the same. WITNESS my hand and official seal hereto the day and year in this Certificate first above written. f ` Signature0CjYlrrn4-A ((Y0"aU).1 Esill Notary Public in and forfor t�te of Texas TAMNatwvPi Notary(printname) TAMMY K. HERNDON STATE OF TEXAS * ,WR -JX Residing at Comm. Exp. ilOM Z016 My appointment expires: Documents prodded by Dpoi-t ee LLC via Ws proprietary Imaging and delivery system. Copyright 2Do3, All rlgh, reserved 20131206001378.009 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY Those portions of Lots 4, 7, and 9, of BOEING LONGACRES PROPERTY, SECOND AMENDED BINDING SITE PLAN NO. LUA-02-022-BSP, recorded May 4, 2005 in Volume 228 of Plats, pages 22 through 28, as Recording No. 20050504000673, in King County, Washington, described as follows: A portion of Lot 4, Parcel I, of said BOEING LONGACRES PROPERTY, SECOND AMENDED BINDING SITE PLAN, described as follows: Beginning at the Northwest corner of Lot 4 of said Binding Site Plan, said point being a point on the Easterly margin of the Burlington Northern Santa Fe Railroad right of way; thence North 89°59'15" East, along the North line of said Lot 4, a distance of 50.03 feet; thence South 02°06'43" West a distance of 153.05 feet; thence North 87°53'17" West a distance of 50.00 feet to the intersection with the West line of said Lot 4 and said railroad margin; thence North 02"06'43" East, along said West line and margin, a distance of 151.20 feet to the true point of beginning. TOGETHER WITH a portion of Lot 7, Parcel I of said BOEING LONGACRES PROPERTY, SECOND AMENDED BINDING SITE PLAN, described as follows: Beginning at the Southwest corner of Lot 7 of said Binding Site Plan and being a point on the Easterly margin of the Burlington Northern Santa Fe Railroad right of way; thence South 87'14'40" East, along the South line of said Lot 7, a distance of 50.00 feet; thence North 02°06'43" East a distance of 130.09 feet; thence North 87053'17" West a distance of 50.00 feet to the intersection with the West line of said Lot 7 and said railroad margin; thence South 02"06'43" West, along said West line and margin, a distance of 129.52 feet to the true point of beginning. TOGETHER WITH a portion of Lot 9, Parcel I of BOEING LONGACRES PROPERTY, SECOND AMENDED BINDING SITE PLAN NO. LUA-02022-BSP, recorded May 4, 2005 in Volume 228 of Plats, pages 22 through 28, as recorded under King County Recording No. 20050504000673, in King County, Washington, described as follows: Beginning at the Northwest corner of Lot 9 of said Binding Site Plan and being a point on the Easterly margin of the Burlington Northern Santa Fe Railroad right of way; thence South 87°14'40" East, along the North line of said Lot 9, a distance of 50.00 feet; thence South 02°06'43" West a distance of 462.80 feet to the Northerly right of way margin of Strander Boulevard; thence North 83025'26" West, along said Northerly margin, a distance of 22.07 feet; thence North 02"06'11" East a distance of 17.77 feet; thence South 88057'45" West a distance of 28.04 feet to the intersection with the West line of said Lot 9 and said railroad margin; thence North 02"06'43" East, along said West line and margin, a distance of 445.41 feet to the true point of beginning.