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Home My WebLink About9205140197 STEWART TITLE COMPANY of Washington, Inc. THIS SPACE PROVIDED FOR RECORDER'S USE FILED FOR RECORD AT REQUEST OF STEWART TITLE COMPANY OF KITSAP COUNTY, INC. 9951 Mickelberr¥ Road, N.W., Suite 201 Silverdale, WA 98383 WHEN RECORDED RETURN TO Name CITY OF BREMERTQN Address 239 4TH STREET c,ty, state, Zip BREMERTON, WA 98310 Statutorv Warrant~ Deed THE GRANTOR POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP for and in consideration of PART OF A 1031 I.R.C. TAX FREE EXCHANGE in hand paid. conveys and warra,ts to CITY OF BREMERTON, A MUNICIPAL CORPORATION the following described real estate, situated in the County of KITSAP , State of Washington: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE INCORPORATED HEREIN l SUBJECT TO: $9,00KI'S~P EXHIBIT 'B' ATTACHED AND BY THIS REFERENCE MADE A PART HEREOF ,:o. ~'/~ 'r~' COUNTY STC .... ~ ~=, F~,C~S~T~X ~iLED-BY[ STEWART TITLE CO Tr~,~,~:,~- - ~y t6, t~2, 2:35 ~ p;~'~ ~AY 14199t KAREN FLYNN~ AUDITOR A~OU~ ~ CLERK: VENESKY REEL 0647 FR 2028 Dated ~Y 4, 1992 P~ RESOURCE~ EXHIHIT "A" ORDER NO.: 32005742 PARCEL A THE NORTH HALF OF THE NORTHEAST QUARTER; THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER; THE EAST HALP OF THE NORTHWEST Q~JART~R; THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER; THE EAST THREE-Q~ARTERS OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER; AND THE NORTH HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER, A~r. IN SECTION 35, TOWNSHIP 24 NORTH, RANGE I WEST, W.M., IN KITSAP COUNTY, WASHINGTON; ALSO THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER, SECTION 26, TOWNSHIP 24 NORTH, RANGE I WEST, W.M, IN KITSAP COUNTY, WASHINGTON. PARCEL B TEE SOUTH HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER; THE SOUTH HALF OF THE NORTHEAST QUARTER OP THE SOUTHWEST QUARTER; AND THE SOUTHWEST QUARTER OF THE SOUTHWEST ~ARTER, ALL IN SECTION 14, TOWNSHIP 24 NORTH, RANGE 1 WEST, W.M., IN KITSAP COUNTY, WASHINGTON. PARCEL C THE EAST HALF OF THE NORTHWEST QUARTER, SECTION 25, TOWNSHIP 24 NORTH, RANGE 1 WEST, W.M., IN KITSAP COUNTY, WASHINGTON; PARCEL D THE EAST HALF OF THE SOUTHWEST QUARTER, SECTION 24, TOWNSHIP 24 NORTH, RANGE 1 WEST, W.M., IN KITSAP COUNTY, WASHINGTON. END OF EXHIBIT "A" A.F.#: 205t401 7 REEL 0647 FR 2029 EXHIBIT 'B' EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: STATE DIVISION OF FORESTRY PURPOSE: A ROAD FOR FOREST PROTECTION PURPOSES RECORDED: AUGUST 30, 1937 RECORDING NUMBER: 270459 VOLUME/PAGE: 220/490 AFFECTS: PARCELS C AND D RESTRICTIONS, EASEMENTS AND LIABILITY TO ASSESSMENTS CONTAINED IN DECLARATION OF PROTECTIVE RESTRICTIONS, EASEMENTS AND ASSESSMENTS: DECLARATION DATED: APRIL 1, 1975 RECORDED: APRIL 25, 1975 RECORDING NUMBER: 1098149 AFFECTS: PARCELS A, B, C & D AMENDMENT AND/OR MODIFICATION OF SAID RESTRICTIONS: DATED: JULY 1, 1980 RECORDED: JULY 9, 1980 RECORDING NUMBER: 8007090066 AMENDMENT AND/OR MODIFICATION OF SAID RESTRICTIONS: DATED: JANUARY 30, L1990 RECORDED: FEBRUARY 6, 1990 RECORDING NUMBER: 9002060126 EXISTING ROADS, EVIDENCE OF WHICH IS DISCLOSED BY KITSAP COUNTY ASSESSORS MAPS. a. F. #: 92113;t40'197 REEL 06,r,.7 FR 2_030 REAL ESTATE EXCHANGE ~GREEMENT THIS AGREEMENT is by and between POPE RESOURCES, a Delaware Limited Partnership (hereinafter referred to as "Pope") and the CITY OF BREMERTON, a municipal corporation of the State of Washington (hereinafter referred to as "Bremerton"). 1. Description of Parcels: Pope agrees to purchase and Bremerton agrees to sell and convey, upon the terms and conditions contained herein, that Bremerton Utility real property located in Kitsap County, State of Washington consisting of approximately 291 acres legally described as: See Exhibit "A" attached hereto and incorporated herein by this reference (hereinafter "Bremerton Tracts"). Bremerton agrees to purchase and Pope agrees to sell and convey, upon the terms and conditions contained herein, that Pope real property located in Kitsap County, State of Washington consisting of approximately 520 acres legally described as: See Exhibit "B" attached hereto and incorporated herein by this reference (hereinafter "Pope Tracts"). The parties intend that this exchange of the Bremerton Tracts and Pope Tracts shall be treated as a like-kind exchange under the provisions of Section 1031 of the Internal Revenue code. 2. Definitions: For purposes of this Agreement, the following definitions shall apply: a. With respect to the transfer of the Bremerton Tracts, Bremerton shall be ,,Transferor," Pope shall be ,,Transferee," and the Bremerton Tracts shall be "the Property." b. With respect to the transfer of the Pope Tracts, Pope shall be the ,,Transferor," Bremerton shall be "Transferee," and the Pope Tracts shall be "the Property." 3. V i o P el : Bremerton and Pope agree that they have each made their own personal inspection and appraisals of the properties to be traded herein and that subject to encumbrances of paragraph 4 and conditions of paragraphs 5 and 6, the Pope Tracts have a value equal to the Bremerton Tracts and the additional consideration of One Hundred Thirty-eight Thousand Two Hundred Ninety-two Dollars ($138,292.00). 4. Parcel _~_~h~-qe an~ ~dditional cash Payment: Bremerton REAL ESTATE EXCHANGE ~GREEMENT -1- and Pope agree that Bremerton shall convey the Bremerton Tracts to Pope and shall pay the additional sum of $138,292.00, in cash at closing, to Pope in consideration for the conveyance by Pope of the Pope Tracts to Bremerton. The parcels conveyed shall be sold subject to the following easements and covenants: a. The Bremerton Tracts situated in Sections 21, 28 and 29, Township 24 N, Range 1 E, W.M., shall be conveyed subject to a deed reservation in a form and substance acceptable to Pope,'reserving to Bremerton a 30' access and utility easement located along the existing roadway providing access to the abutting Bremerton parcel to the east and west of the Bremerton Tracts, together with a 20' easement for utilities along the north 20 feet of the NWl/4 of the SW1/4 of Section 21. The easements shall provide that Pope, or future owners of the Bremerton Tracts, may relocate this easement, in their discretion, provided equivalent road and utility improvements are constructed. Maintenance for improvements in the easements shall be Bremerton's responsibility. b. The Bremerton Tracts described above shall also be conveyed subject to an easement for intrusion of light and glare which may originate .from recreational development of the city of Bremerton on a parcel adjacent to Bremerton Tract #1 of the Bremerton Tracts. 5. oDtion tO Purchase: Pope shall have a non-assignable option to purchase that portion of the east half of the Southwest Quarter of Section 21, Township 24 North, Range i East, WM, not conveyed by this Agreement to Pope and that is not reserved for the proposed Pendergast Regional Sports Complex or associated recreational uses. The city shall make a selection of those lands needed for the complex within five (5) years of the date of this agreement and shall notify Pope in writing of those portions selected together with the appraisal on those portions of the above parcel not selected. Pope shall have thirty (30) days to execute a purchase agreement at the appraised price and this option shall .lapse unless exercised within this time. 6. Reaa~uisition Rights: Bremerton shall have, for three years following closing, an option to repurchase property reasonably necessary for development of a limited access roadway within Bremerton Tract ~1 at a cost of $5,000.00 per acre. The road design shall provide one intersection within Bremerton T~act ~1 providing travel to both sides of the new roadway within Bremerton Tract $1.. 7. Cantin~enov of &DDroval of Title Eno-mhrances: Within thirty (30) days after Bremerton executes this Agreement, the Transferor in each exchange described herein shall pay for the delivery to Transferee of a preliminary commitment for an owner's standard coverage ALTA form title insurance policy issued RF.,~., ESTATE EXCHANGE ~REEMENT -2- --~ .............. ~ .... and covering the Property. The preliminary commitment shall have attached thereto photocopies of all documents shown as encumbrances or exceptions to title to the Property. Within thirty (30) days of delivery of the preliminary commitment, the Transferee in each exchange shall notify the Transferor in writing if the Transferee objects to any of the exceptions to title (the "Disapproved Exdeptions"). All other exceptions will be deemed approved exceptions (the "Permitted Exceptions"). If the Transferee fails to provide such written notice within the thirty (30) day period, then the Transferee will be deemed to have approved all the listed encumbrances and exception to title. If, within thirty (30) days after receipt of such written notice the Transferor has not removed or given reasonable written assurances to the Transferee that the Disapproved Exceptions will be removed on or before closing, then this Real Estate Agreement shall, at the Transferee's option, become null and void and all rights of the parties hereunder shall terminate. The Transferee may elect to waive some or all of the Disapproved Exceptions which shall thereupon become Permitted Exceptions, and the parties shall close on the remaining terms. 8. Right to Enter Premises: Each Transferee and their authorized agent, shall have the right, at reasonable times, to enter upon the Property and make any and all inspections, tests or surveys, and to conduct and carry out said inspections, tests or surveys at its sole expense and liability. Each Transferee shall repair any damage caused by such inspections, tests or surveys. 9. Conveyance by Statutory Warranty Deed: At closing, fee title to the Pope Tracts and Bremerton Tracts shall be conveyed to the respective Transferee by statutory warranty deed, subject only to those defects and encumbrances approved pursuant to Paragraph 6 above. 10. Titl~ Insurance: The Transferor in each exchange described herein shall furnish the Transferee at closing with a standard form owner's ALTA form policy of title insurance, issued by Stewart Title Company of Kitsap County. The title policy shall be issued and dated as of the closing date, show title vested in the Transferee, and contain no exceptions other than the normal printed exceptions and the Permitted Exceptions. 11. ~ossession: Subject to the limited right of entry pursuant to Paragraph8 above, each Transferee shall be entitled to possession of the Property it purchases upon the closing of this transaction. 12. Escrow closin~ ~uent: This transaction shall be closed by Stewart Title Company of Kitsap County, a licensed and bonded escrow agent. 13. Closin~ Costs and Prorations: Pope and Bremerton each REAL ESTATE EXCHANGE A~REEMENT -~- agree to pay one-half (1/2) of the escrow closing agent's fees. The Transferor shall pay for the costs of clearing title to the Property, including any delinquent property taxes, the owner's standard title insurance policy, any real estate excise tax related to the Property, and the cost of recording the deed to the Property. Real estate taxes for the year of closing and utilities related to the Property shall be prorated as of closing. .Any assessments shall be paid by the respective Transferor. 14. Closina Date: This transaction shall be closed on or before 5:00 p.m. on the 90th day after Bremerton signs this Agreement below. 15. AttoNne¥'s Fees: In the event that Pope or Bremerton shall engage an attorney or shall institute a lawsuit to enforce any rights pursuant to this Agreement, the successful party shall be entitled to, in addition to those costs and disbursements provided by statute, a reasonable sum as attorney's fees, costs, and expenses incurred in any appeal thereof. 16. Notices: Ail notices sent to Pope or Bremerton pursuant to this' Agreement shall be sent by certified mail, return receipt requested, to the following addresses unless either party notifies the other in writing of a change in address: For Pope Pope Resources c/o Ron Byers P.O. Box 1780 Poulsbo, WA. 98370 For Bremerton City Clerk 239 Fourth Street Bremerton, WA. 98310 Copy to: William Duffy Utilities Superintendent 239 Fourth Street Bremerton, WA. 98310 17. Time of Essence: Time is of the essence of this Agreement. 18. GoVer~in~ Law and venue: This Agreement shall be governed by and interpreted in accordance with Washington law. Any litigation arising out of or in connection with this Agreement shall be conducted in Kitsap County, Washington. 19. ~: TheTransferor shall deliver the Property and any personal property thereon to the Transferee at closing in the same condition existing as of the date hereof. Risk of loss or damage to the Property and the personal property shall be borne by the Transferor until the date of closing. Thereafter the RE~L ESTATE EXCHANGE AGREEMENT -4- Transferee shall bear the risk of loss. 20. Assianment: Neither Pope's nor Bremerton's rights under this Agreement may be assigned without prior written consent of the other party. In the event of an assignment, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, and legal representatives. 21. Headings: The headings of the paragraphs of this Agreement are inserted solely for the convenience of the parties and are'not a part of nor intended to govern, limit, or aide in the construction of any term or provision hereof. 22. Entire A~reement: There are no verbal or other agreements which modify or affect this Agreement and Pope and Bremerton agree that this Agreement constitutes the full and complete understanding between Pope and Bremerton. 23. Survival: Pope and Bremerton agree that all representations, warranties, and agreements made herein shall not merge in, but shall survive, the closing of this transaction and the delivery of any deeds hereunder. 24. Limitation on Bremerton's Time for Aoceptanoe: Bremerton shall have only until 5:00 p.m. on the 20th day following the date of Pope's signature below to accept this Agreement by delivering a signed copy thereof to Pope. If Bremerton does not so deliver a signed copy within said period, this Agreement shall lapse and all rights of the parties hereunder shall terminate. 25. Remedies: If the conditions of this Agreement are not met and either party fails or refuses to perform its obligations hereunder then, in addition to all other remedies available by law, the nondefaulting party may elect to have this Agreement specifically enforced or may sue for damages. 26. No Brokers: The Transferor in each exchange described herein represents and warrants to the Transferee that Transferor has not engaged a broke~ in connection with the negotiations leading to this Agreement and the Transferor shall indemnify the Transferee against and hold the Transferee harmless from any and all loss, damage, liability, cost, or expense, including attorney fees, suffered or incurred by the Transferee arising out of or relating to any claim for real ~state commission made by any real estate agent or broker engaged by the Transferor as to the Property. 27. Pope'S ~onditions P~oe~ent: Bremerton shall provide Pope with the form of deed reservation for the easements referenced in Paragraph 4 above in form and content satisfactory to Pope, and Pope shall have approved same. REAL ESTATE EXCNANGE AGREEMENT -5- Bremerton shall have ninety (90) days (the "Contingency Period") from the date this Agreement is executed by Pope to remove the contingencies set forth above. If the contingencies are not removed or Pope fails to deliver written notice to Bremerton of removal or waived said contingencies prior to the end of the Contingency Period, this Agreement shall terminate and the escrow shall be canceled. Pope may, at is option, extend the Contingency Period in its sole discretion. 28. Transferor's Representations and Warranties: The Transferor in each exchange contemplated herein represents and warrants to the Transferee as of the date of closing that: a. The Transferor, and the person signing on behalf of the Transferor, has full power and authority to execute this Agreement and perform the Transferor's obligations hereunder and all necessary partnership and corporate action has been taken to authorize this transaction. b. The Transferor has good and marketable title to the Property. c. Neither the Property nor the sale of the Property violates any applicable statute, ordinance, or regulation, nor any order of any court or any governmental authority or agency, pertaining to the Property or the use, occupancy, or condition thereof. d. The Transferor is unaware of any material defect in the Property. e. Ail persons and corporations supplying labor, materials, and equipment to the Property have been paid and there are no claims of liens. f. There are no currently due and payable assessments for public improvements against the Property and the Transferor is not aware of any local improvement district or other taxing authority having jurisdiction over the property in the process of formation. g. The Property has legal access to all streets adjoining the Property. 29. Hazardous Materials: Indemnity: The Transferor in each exchange contemplated herein represents and warrants to the Transferee that the Transferor has no knowledge, after due investigation, of a. the presence of any hazardous substances (as defined below) on the Property. b. any spills, releases, discharges, or disposal of hazardous substances that have occurred or are presently occurring on or onto R~ EBT&TE EXCHaNgE ~REEMENT -~- the property or any other property (as defined below). c. in connection'with the construction or operation and use of the Property, any failure of the Transferor or its contractors, subcontractors, agents, or employees to comply with all applicable local, state, and federal environmentaI laws, regulations, ordinances, and administrative judicial orders related to the generation, recycling, reuse,~ sale, storage, handling, transport, and disposal of any hazardous substances. d. the Transferor has all environmental permits, licenses, and other authorizations required for the lawful operation of any and all of the Transferor's present activities on the Property and is in compliance with all applicable federal, state, and local laws pertaining thereto. The Transferor shall indemnify and hold the Transferee harmless from and against any and all claims, demands, damages, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings, and costs and expenses' (including attorney fees and disbursements) which accrue to or are incurred by the Transferee on or after conveyance of the Property which arise directly or indirectly from or out of e. breach of any of the foregoing warranties; f. any activities on the Property during the Transferor's ownership, possession, or control which directly or indirectly result in the Property or any other property becoming contaminated with hazardous substances; g. the discovery of hazardous substances on the Property or other property; and h. the cleanup of hazardous substances from the Property or other property. As used herein, "hazardous substances" means i. asbestos in any form which is or could become friable; ii. UREA formaldehyde foam insulation; iii. any transformer or other equipment which contains dielectric-fluid containing levels of polychlorinated biphenyls in excess of fifty (50) parts per million; or iv. any other substance, waste, or material defined or designated as hazardous, toxic, or dangerous by any federal, state, or local statute, regulation, or ordinance present in effect including, but not limited to the statutes listed below: REAL ESTATE EXCHANGE AGREEMENT -7- Federal Resource Conservation and Recovery Act of 1976, 42 U.S.C. §6901, et seq. Federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 49 U.S.C. §1801, et seq. Federal Clean Air Act, 42 U.S.C. §§ 7401-7626. Federal Water Pollution Controi Act, Federal Clean Water Act of 1977, 33 U.S.C. §1251, et seq. Federal Insecticide, Fungicide, and Rodenticide Act, Federal Pesticide Act of 1978, 7 U.S.C. §13, et seq. Federal Toxic Substances Control Act, 15 U.S.C. §2601, et seq. Federal Safe Drinking Water Act, 42 U.S.C. §300(f), et seq. Washington Water Pollution Control Act, Chapter 90.48 RCW. Washington Clean Air Act, Chapter 70.94 RCW. Washington Solid Waste Management Act, Chapter 70.95 RCW. Washington Hazardous Waste Disposal Act, Chapter 70.105 RCW. Washington Hazardous Waste Regulation Act, Chapter 70.105A RCW. Washington Hazardous Waste Cleanup Act, Chapter 70.105B RCW. Washington Nuclear Energy and Radiation Act, Chapter 98 RCW. Washington Radioactive Waste Storage and Transportation Act, Chapter 70.99 RCW. As used herein, "other property" means any proPerty which becomes contaminated with hazardous substances as a result of construction, operations, or other activities onthe Property prior to the closing date. POPE,~RESOURCES Secretary O RE~L E~T~TE EXCIL%N~E A~REEMENT -~- DATED: By:CI~EM~ LOUI~ MENTOR, Mayor \ KATHLEEN L. McCLUSKEY,~-C.%~w4~--~ RM: DEPARTMENTAL APPROVAL: IAN ~ SIEVERS' WILLIAM DUFFY ~ ~ City Attorney Utilities Superi~endent RF.,~ ESTATE EXCH~.N~E A~REF, MENT -9- EXHIBIT '*A" BREMERTON TRACTS Tract #1 West 1/2 of the SW1/4 of Section 21, Township 24 North, Range 1 East, W.M. The S3/4 of the SE1/4 of the SW1/4 of Section 21, Township 24 North, Range 1 East, W.M. The N1/2 of the NWl/4 together with that portion of the NWl/4 of the NE1/4 lying west of 3rd Street and situated in Section 28, Township 24 North, Range 1 East, W.M. The NE1/4 NE1/4 except for the S1/8 El/2 NE1/4 NE1/4 of Section 29, Township 24 No~th, Range ! East, W.M. Tract ~2 The SWl/4 of the NWl/4 except that portion dedicated for public right-of-way situated in Section 20, Township 24 North, Range 1 West, W.M. Together with an Easement for access over and across Bremerton properties described as Sections 23, 24, 25, 26, 35, and 36, all in Township 24 North, Range 1 West, W.M. Said Easement shall be 15 feet in width located along the center line of the existing roads across the above properties. Said Easement is not a public easement and is intended for the exclusive use of Pope or its successors for purposes of access to Pope property located in Section 24, Township 24 North, Range i West, W.M. The Easement shall provide that Pope or future owner(s) of the Pope property served by said easement may relocate this Easement in its discretion, provided, equivalent road and utility improvements are constructed. Maintenance for improvements in the Easement shall be Pope' s responsibility. EXHIBIT POPE TP~CTS Tract ~ The N1/2 of the NE1/4; the SW1/4 of the NE1/4; the E1/2 of the NWl/4; the S1/2 of the SW1/4 of the NWl/4; the E3/4 of the N1/2 of the SW1/4 of the NWl/4; N1/4 NWl/4 NWl/4 SE1/4 of Section 35, Township 24 North, Range i West, W.M. The SE1/4 of the SE 1/4 of Section 26, Township 24 North, Range 1 West, W.M. Tract #2 Sl/2 of the NWl/4 of the SE1/4; Sl/2 of the NE1/4 of the SW1/4; SW1/4 of the SW1/4 of Section 14, Township 24 North, Range 1 West, W.M. Tract #3 The El/2 of the NWl/4 of Section 25, Township 24 North, Range. 1 West, W.M. The El~2 of the SW1/4 of Section 24, Township 24 North, Range 1 West, W.M. zl/8/9o (Rev 11/1/91) OPTION C TOTAL PARCEL ACREAGE LAND TIMBER VALUE CITY OF BREMERTON Sherma_~Heights NWl/4 NE1/4 S28 28.4 231,332 NE1/4 NWl/4 S28 40.0 270,847 NWl/4 NWl/4 S28 40.0 117,764 NE1/4 NE1/4 S29 35.5 84,684 SW1/4 SW1/4 S21 40.0 171,382 NWl/4 SW1/4 S21 40.0 212,878 S3/4 of SE1/4 SW1/4 S21 30.0 90,848 253.9 $1v269,500 $1,179,735 $2,449,235 Lake Tahuyeh SW1/4 NWl/4 S20 38.0 99,000 293,672 392,672 TOTAL CITY 291.0 $1,368,500 $1,473,407 $2,841,907 POPE RESOURCES S1/2 NWl/4 SE1/4 S14 20.0 S1/2 NE1/4 SW1/4 S14 20.0 SW1/4 SW1/4 S14 40.0 80.0 136,000 401,015 537,015 East Union El/2 NWl/4 S25 80.0 136,000 159,454 295,454 El/2 SW1/4 S24 80.0 136,000 247,536 383,536 LESKO LAKE Portions of S26 & 35 280.0 476,000 1,288,194 1,764,194 TOTAL POPE RESOURCES 520.0 $ 884,000 $2,096,199 $2,980,199 DIFFERENCE CITY VS POPE RESOURCES $ 138r292 TOWNSHIP 2.4 N., RANGE "1 E.W.M. ' SOUTHWEST QUARTER ' ... :.' KITSAP COUNTY, WASHINGTON -. X.. TO SILVER[ T. BROWN 'tAN ;TAO '~K. ~ J.~TERRY CITY PLAT CULBERTSON ~T/"~ JV H&D THE~ STATE ,. ,~ ~.ac. ~ WESTFALL 955 ~.. A~LTA OWNER'S POLICY -- 4-6-90 POLICY OF TITLE INSURANCE ISSUED BY STEWART TITLE GUARANTY COMPANY SUBJECT TO THE EXCLUSIONS FROM C~RAGE, THE EX~TIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND ~PULATIONS, STUART TITLE GUARANTY COMPANY, a Texas corporation, herein called the Company. insures. ~ of Date of Polic~ ~hown in Schedule A, against loss Or damage, not exceeding the Amount of Insurance stated in Scale A, sustained o~curred by the insured by reason of: 1. Title to the estate or interest described in S~le A being v~ bEher than as stated therein; 2. Any defect in or lien or encumbrance on 3. Unmarketability of the title; 4. Lack of a right of access to and fr~ t The Company will also pay the costs, defense of the title, as insured, but only to the extent provided in the Conditions IN WITNESS WHEREOF, Stewart Tifl~i policy to be signed and sealed by its duly authorized officers as of the Date of ~" Chairman or, he Board/ Presi, A~~ITLE COMPANY City, State The following matters ore expressly excluded from pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation I g laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or ~ the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or i e land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of anI inances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violat on or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: {o) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this ,~licy.~ny claim, which arises out of the transadion vesting in the insured the estate or interest insured by this policy, by reason of the operation of federal bankruotcy, state insolvency, or similar creditors' rights laws. s,,,r,o. 0-9981.2 0 3 5 9 3 Standard Coverage STEWART TITLE GUARANTY COMPANY SCHEDULE A Order No.: 32005742 Policy No.: O-9981-203593 Date of Policy: May 14, 1992 ~mount of at 2:35 P.M. ansurance: $2,980,199.00 1. Name of Insured: CITY OF BREMERTON, A MUNICIPAL CORPORATION 2. The estate or interest in the land described herein and which is covered by this policy is: FEE SIMPLE 3. The estate or interest referred to herein is at Date of Policy vested in: CITY OF BREMERTON, A MUNICIPAL CORPORATION 4. The land referred to in this policy is in the State of Washington, County of Kitsap and is described as follows: SEE EXHIBIT "A" ATTACHED HERETO. .. END OF SCHEDULE"A" .. AL.TA. OWNER'S POLICY- Amended ~0/17/70 P,~e 1A EXHIBIT "A" ORDER NO.: 32005742 PARCEL A THE NORTH HALF OF THE NORTHEAST QUARTER; THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER; THE EAST HALF OF THE NORTHWEST QUARTER; THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER; THE EAST THREE-QUARTERS OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER; AND THE NORTH HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER, ALL IN SECTION 35, TOWNSHIP 24 NORTH, RANGE 1 WEST, W.M., IN KITSAP COUNTY, WASHINGTON; ALSO THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER, SECTION 26, TOWNSHIP 24 NORTH, RANGE 1 WEST, W.M, IN KITSAP COUNTY, WASHINGTON. PARCEL B THE SOUTH HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER; THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER; AND THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER, ALL IN SECTION 14, TOWNSHIP 24 NORTH, RANGE 1 WEST, W.M., IN KITSAP COUNTY, WASHINGTON. PARCEL C THE EAST HALF OF THE NORTHWEST QUARTER, SECTION 25, TOWNSHIP 24 NORTH, RANGE 1 WEST, W.M., IN KITSAP COUNTY, WASHINGTON; PARCEL D THE EAST HALF OF THE SOUTHWEST QUARTER, SECTION 24, TOWNSHIP 24 NORTH, RANGE 1 WEST, W.M., IN KITSAP COUNTY, WASHINGTON. END OF EXHIBIT "A" Standard Coverage STEWART TITLE GUARANTY COMPANY SCHEDULE B 32005742 This policy does not insure against loss or damage by reason of the following: GENERAL EXCEPTIONS: 1. Rights or claims of parties in possession not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Encroachments or questions of location, boundary and area, overlaps, boundary line disputes, or other matters which would be disclosed by an accurate survey or inspection of the premises. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records, or liens under the Workmen's Compensation Act now shown by the public records. 5. Rights of use, control or regulation by the United States of America, in the exercise of powers over navigation; any pro hibition or limitation on the use, occupancy or improvement of the land resulting from the rights of the public or riparian owners to use any waters which may cover the land. 6. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to work. 7. Taxes of special assessments which are not shown as existing liens by the public records. 8. Any service, installation, connection, maintenance or construction charges for sewer, water electricity or garbage removal. SPECIAL EXCEPTIONS: AS ON SCHEDULE "B", PAGE 2, ATTACHED. Continued on next page AL TA. OWNER'S POLICY - Amended !0/17/70 Page I ~B SCHEDULE B - continued Policy No.: 32005742 1. EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: STATE DIVISION OF FORESTRY PURPOSE: A ROAD FOR FOREST PROTECTION PURPOSES RECORDED: AUGUST 30, 1937 RECORDING NUMBER: 270459 VOLUME/PAGE: 220/490 AFFECTS: PARCELS C AND D 2. RESTRICTIONS, EASEMENTS AND LIABILITY TO ASSESSMENTS CONTAINED IN DECLARATION OF PROTECTIVE RESTRICTIONS, EASEMENTS AND ASSESSMENTS, AS HERETO ATTACHED: DECLARATION DATED: APRIL 1, 1975 RECORDED: APRIL 25, 1975 RECORDING NUMBER: 1098149 AFFECTS: PARCELS A, B, C & D AMENDMENT AND/OR MODIFICATION OF SAID RESTRICTIONS, AS HERETO ATTACHED: DATED: JULY 1, 1980 RECORDED: JULY 9, 1980 RECORDING NUMBER: 8007090066 AMENDMENT AND/OR MODIFICATION OF SAID RESTRICTIONS, AS HERETO ATTACHED: DATED: JANUARY 30, L1990 RECORDED: FEBRUARY 6, 1990 RECORDING NUMBER: 9002060126 3. EXISTING ROADS, EVIDENCE OF WHICH IS DISCLOSED BY KITSAP COUNTY ASSESSORS MAPS. · END OF SCHEDULE B sTS'WART TITLE COMPANY d J(hip Count7, Inc. ' EASEMEI~T ~dt' and entered Into this /,~/ day of--~-~ AGREENE~T, 19~, by nod betweca POPE & TAI.B~, I~C.~ n California corporntl~n,~n called "l'ope & Talbots" mM STATE OF ~ASIII~(;TON, acting by nnd through tho l)epart- meat of Natural Resources, herein called "State," ~ITNESSETII: I A. Pope & Talbot for and ~n consideration of the grant hereinafter made by (60) feet In wldth~ over ami across rbe lands In Klrsnp County, ~asbtngton, de- scribed on the attached "Exhibit A~" being tblrty (30) feet on each side of the Subject as to said lands to all matters of public record. (60) fee~ tn ~tdti~ over and across rbe lands in Klrsap County, Wash/ngton~ de- scribed on tl~e attached "Exhtbi~ g," being thirty (30) feet on each side of the center line(s) of a rood or roadg located approximately as sho~ la green on rbe Subject as ~o said lands to ali matters of public record. il The parties hereto bereby agree that the rigi~ts hereinabove granted by one party hereto to tile other shall be subject to the following terms and conditions: 1. The easement,~; are conveyed for tile purposes of construction, recon- struction, use and maintenance of a road or roads for the purpose of providing access to and from lands now o~rned or hereafter acquired by tile parties hereto. 2. Tile patties agree to abide by tile State's Resource Hanagement Operating Specifications that are in effect at the time of execution of this agreement. The parties shall mutually agree to any changes in specifications necessary to reasonably protect the environment, and as to such parties' share of any operating costs based on the proportionate use of the facility that is incurred as a direct result from such mutual agreement. If the two parties fail to agree a.o, co the changes tn specifications necessary, a three-member committee will lac, formed. Said committee to be made up of one member appointed by the State, one member appointed by Pope & Talbot, and one member to be appointed by tbe two aforementioned members. The decision of the committee will be final and binding on all parties. 3. Each party hereto reserves for itself, its successors and assigns, tile right at all times for any purpose, to crnss anti rccross at any place on grade or otherwise, and to usc said rights of way in a manner that will not unreasonably interfere with the right'.; granted herein. 4. Each party hereto may grant to tbird parties, upon such terms as It chooses, any or all of tile rights reserved by it herein; provided, that uae by sucb party sball bo subject to the terms and conditions of tills agreement and sb,~:l not unreasonably interfere with the rights granted to the other party her ..in. 5. Each party hereto may permit Its respective agents, contractors, li- censees, lessees, purchasers of timber or other valunblt~ materials, and their agents, hereinafter lr. dIvidually referred to as "Permittee" nnd collectively referred to as "Pertalttees," to exercise the rights granted to it herein; provided, th;It when ;I Easement No. 786 ~[[! G:J,q~i'?,l:3 hereinafter provided. During periods when a road is being used solely by one (b) a method of payment by which each party using said road or a improved. 7. Each party using any portion of a road shall repair, or cause to be repaired, at its sole cost and expense, that damage to said road occasioned by it which is in excess of that which it would cause through normal and prudent usage of said road. Should inordinate damage to a road occur which is not caused by an authorized user of said road~ tile parties hereto shall meet to agree upon the cost of replacement~ the party to untlertako, tile replacement, and tile shares of replace- ment cost to be borne by each user of said road. 8. Unless tile parties Ilereto agree in writing to share the costs of improvements in advance of such impruvements being raade, such improvements shall be solely ft~r tile account of the improver. 9. EacI: party hereto resc~rves to itself all timber now on or hereafter growing within tile rights of way oil its said lands. 10. Each party hereto shall require each of its Permittecs, before using any of said roads on tile lands of the other party hereto, to.* (a) obtain and during tile term of such use, maintain a policy of lia- bility insurance in a form generally acceptable in tile trade and customary in the area of ~nid rlght~ of way, Insuring said P~rmittee against liability arising out of its operations, including use of vehicles. Hlnimum amounts of Insurance shall be: (1) For log haulers, and other miscellaneous users operating heavy trucks (over one (l) ton), One Ilundred Thousand Dollars ($IOO,000.00) for injury to one person, Throe liundrod Thousand Dollars ($300,000.00) for any one occurrence, and Three Hundred Thousand Dollars ($300)O00yOO) property damage for any one occurrence; (2) For fern cutters, bough critters, shake cutters, or other miscellaneous users operating pickup trucks, Light trucks (under one (l) ton) or passen~er cars for tile purpose of transporting miscella- neous forest products, Twenty-five Thousand l}ollars ($25,O00.O0) for Injury to one person, Fifty Thousand I)oilars ($50,OOO.00) for any one occurrenco~ and Five Thousand Dollars ($~,OOO.O0) property damage for ally one occurrence; or If! (b)' deliver to ench pnrty her'eto n certificate from the' Ins.ret .f s. hl (~ermtttee certifying thnt coverage In not less titan the above named arnount~ ...... ~ ~ Ti:lc .~,. .' ',..,~, a es~ t~l -- . , ~ ..... '"., . .' , , '..' . ".~E~R~$NT O~ NA~L ~$OUR~E$ . ~ ""/'l ,~'- ~ '. ~.>/ -,./ ~ I I ? ~" ' e~lssioner of Public County o[ Multnomah) appeared G.H. rolquet ., respectively, of Pope & ~albot. ~ng. STATE OF ~4ASIIINGTON ) ) s~ COUNTY OF TliURSTON ) On tt~is ~ day of ~' , 19 /~ , bufore mc personally appeared BERT L. COLE, to me known to bc.~e Co~missi~ner of P~lic Lands, and ex officio EXIII BIT A POPE & TALBOT, INC, LANDS Sec. IS T27N R2E, W.M. SE~Ek Se~. 15 T24N R1W, W.M. SW~tNEk. S~k, t4itSW!;. SEt4SW[; Sec. 22 T24N RIW~ W.M. NE!~NWk~ NWI~EI; Sec. 25 T24N RIW. W.M. W~E~, SE~Wt;, NE~[SW~[ Se~. 28 T2~N RIW, W.M. N~NEk, SEkNE~; Sec. 33 T24N RIW, W.M. SE~k. SW"oNEI; Sec. B6 T24N R2W, EX~ilSIT B STATE LANDS SEI-~N£~, NE~$E~ Sec. 16 T25N R1E, W.M. SW~N~,~ Sec. 14 T27N R2E, W.H. NE~SE~, S~SE~, SE~SWI~ Sec. & T2~N P~tW, ~.N. SE~, E~SW~I Sec. 8 T2~N R1W, W.M. NW~SEk Sec. 9 T24N R1W, W.M. N!~SEk, SWkSEk, S~SWk, NWI~SW!~ Sec. 15 T26N RIW, W.M. N!~SEk, S~N~, NI~NWk, NgkNgk Sec. 16 T24N R1W, W.M. N~SE~ Sec. 20 T26N RIW, W.M. N~SW~ Sec. 21 T24N R1W, W.M. NE!-.NW~ Sec. 22 T24N R1W, W.M. SWkS~ Sec. 14 T24N R2W, W.M. S~S~ Sec. 16 T2~N R2W, W.M. NE~NEk, ~EkSE~ Sec. 22 T24N R2W, W.N. W~ Sec. 2~ T26N R2W, W.M. SW~SWk Sec. 36 T24N R2W, W.M. 15 15 14 22 23 21 2~ 16 N 15 14 20 N 1~2[ ~lw 8007090066 E[120~It?79 STYE OF ~ASliINGTON ) ) sa COUNTY Iii '[IIUR$~'ON ) On ~h sl~ ~or ~£R~ L, ~OLE~ the~o~is~tl~ne~ of ~bl~e La~ds~ en~ e~ officio ad~l~istrator of the De~att~n~ of Netur~Reso~tees o~ the State o~ ~ashington~ the ~epert~n~ tha~ e~eeuted th~ ~hin and f~regolng ~n~tru~ent on behalf of the Stat~ of ~shington~ and acknowledged satd instru~nt to be the free and voLunta~ act and deed of the State of Washington for the usee and ptlrpOeee therein mefltioned~ and on oath stated that he vae authorized to execute eaid fnstrument and that the senl affixed is the off~ci&l eeal of the Co~issioner of ~ubZ~e Land8 for the State of ZN ~TNESS ~[E~OFt ! have hereunto eat my hand and eeal the day and year set forth above. 8007090065 t1:[120 ,5-R1780 POPE & TALBOT, ~NC* LANDS Subdlvlslo~ Sec~lon Township Range S~SEi/~ 4 27 2E NE ~& NE 1/~NE ~ 9 27 2£ 8007090065 It.{[20,~178 ! STATE LANOS Subdivilion Sect 1on Tovnahlp RanRe South 30' of the ~I/~s~Va 1~ 2a 2~ 8007090066 E[120,5~11782 EXHIBIT B TOWNSHIP .... g-~-.. NOiiTH, RANGB.. } :. -' ( ) (W.) W.M, SCAL}i: 2 lnche. - I milt, ~'"""~: ~'~' 8007090066 C "'" ' Date: Hny 1979 EASEHEHT SUPPLEHENT THIS SUPPLEHEHTAL AGREEHENT, made and entered Into this ~ day of ~T~Ar~- , ]9 ~D , by and between POPE RESOURCES, o Oelewero 11mired partnership successor Cn Interest to Pope & ?albot, Inc,, herotn cellod "Pope Resources," end STATE OF WASH]NGTON, acting by and through the Oepartment of Natural Resources, herein called 'State," W]TNESSETH: Whereas, on tho ]st day of April, 1975, Pope & Talbot, ]nc. and the State entered Into an easement exchange heretnofter called Original Easement, which was recorded in the records of Kitsep County, Washington, on the 25th day of April, ]975, in Reel 69, Frames ]745-]752 under Auditor's File No. ]098]49. Said Origtnal Easement is hereby supplemented as follows: [ A. Pope Resources for and tn consideration o~ the grant hereinafter made b~ the State, hereb~ grants and conveys to State, Its successors and assigns, a permanen: easement upon, over, and along r~ghts of wa~ stxt~ (60) feet tn ~dth, over and across the S~ HE& SNk, SN~ SN~, Section ]4, Township 24 Horth, Range ] ~est, ~.M., In Kltsap Count~, Washington, being thlrt~ (30) ~eet on each side or the centerllnes of a road located approxlmatel~ as shown In red on the attached "Exhibit A." Subject as to said lands to all matters of public record. I B. State, for and In consideration of the grant hereinabove made, hereby grants and conveys to Pope Resources, its successors and assigns, a pe~anent easement upon, over, and mlong rights of way sixty (60) feet in width over and across the W) NW~, N) SE~, SEt NE~, Section g], SW~ NE), S) NW~, NW~ SW~, Section 2g, Township g4 North, Range ] West, W.H., tn KItsap County, Washington, being thirty (30) feet on each side of the centerl)ne of a road located approximately as shown In green on the attached 'Exhibit A.' Subject ms :o said lands to all matters of public record. C. Thirty (30) days prior to any construction, reconstruction, and/or betterment of said road(s) by either party on lands of the other party, the ini:iating party w~11 submit to the landowning party a written request for joint review of the proposed project, upon completion of which the initiating oarty will submit a complete and detailed plan of operations. Each parties' operations, specified herein shall be conducted in accordance with the provisions of khe approved plan of operations. Sa~d parties shall provide the other party the right of examina- tion of the right of way before any construction, reconstruction, oK development ts co~enced. Provided that, prior to any new construction, a right of way plat may be required. Except as herein supplemented all of the te~s, conditions and reservations o~ the Original Easement shall remain In full force and effect. itu 6~ KITSAP COUNTy TREASURER ~00206012g ~[1528~ IN WITNESS ~IEREOF, the parties hereto have executed this Instrument, in duplicate, Lo become effective IS of the day and year first above written. ... ' POPE RESOURCES, a limited partnership · .- , By u c cd · ;~ ;~ o ~ . Title · ,. .. ... Attest . · ....... Title A~f~.x..Seal of Corporation STATE OF ~ASHINGTON a~'?:: ',~ DEPARTHENT OF NATU~L RESOURCES -':. ..~ ' :.. R. BRUCE ~CKEY,~~ .: ~, · ' '. ~ O~vis~on of Lands and H~neraTs ' . '~r~. S~1- ~ ~tssloner Easement No. 55-VOO786 App. NO. 50-U37gi5 STATE OF WASHINGTON ) ) ss County of ~tLGo,-~ ) On thls~ day of ...~'~Lru , Ig°,~l, bofore me personally a~¥,.¥ed ¢:~. ~r~. L .,-re~-' , t~me known to be ~ of Pope R~sources, a limited partnership, that executed the within and foregoing Instrument, and acknowledged said Instrument to be the free and voluntary act and deed of said Pope Resources, for the uses and purposes therein mentioned, and on oaLh stated that they were authorized to execute said Instrument. 1N VITNESS ~HEREOF, I have hereunto set my hand and affixed my ofrlctal seal the day and year first above written. d for' the Stye of ~iO_~.~, residing My appointment expires ~. E[tS25FR 942 00206012& STATE OF WASHINGTON I COUNTY OF THURSTON On this L~D~k day of~n'x~= , Ig ~ , before me personally appeared ~, RRUCE HACKEY, to me known to ; Lands and Hinerals Division Hanager of the Department of Natural Resources, State of Washington, who executed the within and foregoing instrument on behalf of the State of Washington, and acknowledged said Instrument to be the free and voluntary act and deed of the State of Washington for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the official seal of the Cor~mtsstoner of Publtc Lands for the State of Washington. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year set f~rth above, :y..) .' .... NotaH~ Publtc in and for ~h~ Sta~e oF '..,~r~. Washington, residing at ~ 9002060126 STEWART TITLE COMPANY OF KITSAP COUNTY, INC. CLOSING ESCROW INSTRUCTIONS EXCHANGOR OF EXHIBIT 'A': POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP EXCHANGOR OR EXHIBIT 'B': CITY OF BREMERTON, A MUNICIPAL CORPORATION ESCROW NUMBERS: ~100548~ property hereinafter set out a~ EXHIBIT a together with approved closing statements~ Limited Practice Officer Disclosure, Excise Tax Affidavit and funds as are required on approved closing statements and other items as may be required to enable you to comply with these instructions, which funds and items you are authorized to deliver, release or pay over when you are able to obtain a standard coverage owner's title insurance policy containing the insuring clauses, exceptions, exclusions, provisions, and stipulations customarily contained in the printed provisions of such form with liability not less than $2,836,989.64 describing the land know as Exhibit "B" showing title vested in: POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP Subject to: Exceptions 1 thru 16, 20 & Second half 1992 property taxes as shown in title report #32005741 dated December ]1, 1991, issued by STEWART TITLE COMPANY and documents recorded through this escrow. THE CITY OF BREMERTON will hand you a Statutory Warranty Deed for the real property hereinafter set out as EXHIBIT B together with approved closing statements, Limited Practice Officer disclosure, Excise Tax Affidavit and funds as are required on approved closing statements and other items as may be required on approved closing statements and other items as may be required to enable you to comply with these instructions, which funds and items you are authorized to deliver, release or pay ~3ver ~;hen you are able to obtain a standard coverage owner's t it l~? insurance policy containing the insuring clauses, ,~xce[~tions, exclusions, provisions, and stipulations customarily ~:~,~tail~ed in the printed provisions of such form with liability it~,~ less than $2,980,199.00 describing the land known as l.:xhibi~ A showing title vested in The City of Bremerton, a Mu~icipa] corporation. Subject to: Exceptions 1 thru 4 shown in title report # 32005742 dated December 11, 1991 issued by Stewart Title Company and documents recorded through this escrow. First half real estate taxes for 1992 on the Pope Resources property will be paid at closing as taxes include "other property" than is being conveyed in this escrow. The City of Bremerton, an exempt entity, will not be charged for prorated taxes and any adjustments will be handled outside of this escrow and Stewart Title Company, as escrowee, will be held harmless from same. Rea] estate taxes on the City of Bremerton property have been exempt. Upon recording, Pope Resources understands that property ~axes will become due and payable. STEWART TITLE COMPANY, AS ESCROWEE, HAS NOT ATTEMPTED TO SEGREGATE TAXES AND }lAS NOT COLLECTED ANY TAXES FOR THE BREMERTO~ PARCEL. POPE RESO[IRCES UNDERSTANDS THAT THEY WILL BE BILLED DIRECTLY BY THE C¢)[JNTY OUTSIr}E OF THIS ESCROW AND AGREES TQ HOLD STEWART TITLE [{A}~MLESS FRO~ PAYMENT THEREOI~. Any a,~d ~1 l d(~cuments that have been prepared by escrow at the [)drties' request have been approved as to content and form by Continued on next page Continued on next page ESCROW 1NSTRIJCTIONS (continued from previous page) ESQROW. NUMBER: 31005488 & 31005489 DATE: MJy 04, 1992 the parties, herein. All conditions and stipulations as set forth in the subject agreements to Exchange Agreements have been complied with to the satisfaction of the principals hereto. Escrow Holder is to assume no liability for compliance with any consumer credit protection, t~uth-in~-lend]ng o~ ~imi]ar lau~ NOR for the condition at delivery <~ sales tax, if any on any personal property be~nq trans~,~d between tn~ partias. It is the desi*e of t~e parties to effect a tax deferred ex~hange and said pgrties acknowledge that they have been advised to s~ek the counsel of their own tax attorney or mert~fied public acco~nt for ~he determination of any tax ~onsequen~:es of this exchange and escrow holder shall have no responsibility for any loss which said party may sustain in the event of this exchange transaction ~s audited by the Internal Revenue Service and disallowed as a 1031 transaction. ['he obligations of the escrow officer are limited to the within instructions and all other adjustments will be made between the parties herein outside of escrow. When you are ready to record, you will attempt to have the documents filed for record in the various counties (if applicable) as nearly concurrent as possible. We hereby release you from any and all liability and responsibility in th~ event said documents are not filed ~oncurrent]y and for any and all loss of damage sustained therefrom. You are authorized to make settlement upon receipt of mail or telephone reports that all such filings have been nade. You are relieved of responsibility as to the validity and accuracy of any such report. In the event that the above procedure is followed, by intervening matters preclude the closing of this escrow, the parties agree to execute such documents as are necessary to place the title to said properties in the condition existing at ~:he date of these instructions. ~oth parties hereby authorize you to disburse per the approved ~]osing statements. ~n the event w~red funds are not received by Stewart Title with ~ufficient time to wire out or invest funds, the undersigned parties release Stewart Title of all liability relating to any ~dditional interest charges assessed. ['HE UNDERSIGNED HEREBY CERTIFY THAT THERE ARE NO LIENS AND/OR ENCUMBRANCES AFFECTING SAID PROPERTIES OTHER THAN AS SHOWN IN PHE PRELIMINARY COMMITMENTS. FHE PARTIES CERTIFY THAT THEY HAVE DEPOSITED INTO THIS ESCROW ~LL ADDENDA TO THE EXCHANGE AGREEMENT. FHE PARTIES HAVE EXAMINED AND HEREBY APPROVE FOR USE IN THE ESCROW THE ABOVE LISTED DOCUMENTS. ~NY REFERENCE TO "PURCHASER" OR "SELLER" IN THESE INSTRUCTIONS, ~HAI,L BE CONSTRUED AS "PARTIES"~ 3. A. ESCROW AGENT shall prepare closing statements which by reference herein are made a part hereof or otherwise account to the parties for all funds by it received and disbursed hereunder at the time of final s£ttlement and closing of this escrow. ESCROW AGENT shall not be liable for the accuracy of information furnished to it by other persons in the normal course of business, or the failure ~o adjust ~tems not designated in writing. Adjustmen! items shall be prorated on the basis of a 365 day calendar Continued on next page · ESC. I~OW INSTRUCTIONS (continued from previnus page) ESC~©W NUMBER: 3]005488 ~. 3]005489 DATE: May 04, 1992 year. ESCROW AGENT shall account for adjustments, credit and charges of expense items according to the custom and usage of the community. B. Signed approval of closing statements shall constitute the authority to ESCROW AGENT to disburse funds as shown thereon, and deliver instruments held in escrow as set forth in these instructions. Upon completion of the disbursement of funds and delivery of instruments ESCROW AGENT shall be released and discharged of its escrow obligations hereunder. C. ESCROW AGENT shall cha~ge for Its ~ervices hereunder in accordance with its current regular schedule of fees. Such fees shall be charged to the PURCHASER and SELLER equally un]ess otherwise agreed ~o between the parties or restricted by a lender or governmental agency. All fees, charges and expenses are due and payable prior to closing. The parties hereto agree to pay all their proper gosts and fees, including any adjustments. Additional amounts which may become due for any reason shall be promptly paid to ESCROW AGENT by the party owing snch amounts. However, any advance ~ade at ils option shall be prom['n ]y reimbnrsed by tile party for whom ii: is advanced, and such ~pl. ional advan~:e shall not be an admission] o~ liabili, ty ol~ the pa~t of ~il~ ESCROW AGENT. 13. Ali alont~:y r~:celved by ESC!{OW AGENT in this escrow is to be ,~=posiled ill its escrow trust account pending closing, unless otherwise instructed in writing by the parties hereto. Ail funds and documents required herein shall be deposit:ed with ESCROW AGENT prior to closing. If this escrow has not been placed in a position to close by May 15, ]992, the above items deposited by the parties hereto except earnest money, are to be returned to same upon written demand, at which time PURCHASER AND SELLER will pay all charges in connection herewith. In the absence of such written demand, ESCROW AGENT will proceed with closing in an expeditious manner. E. Personal property, if any, will be transferred outside of escrow between the parties and ESCROW AGENT is to assume no responsibility for the delivery, condition, outstanding indebtedness, or any tax which may be payable thereon, notwithstanding the fact a Bill of Sale may be submitted into Escrow. I.'. ESCROW AGENT is to assume no responsibility nor liability for preparation of a Truth in Lending Disclosure Statement, if any. 4. A. SEI,LER shall pay all utility bills, including but not. limited to, water, garbage, sewer, telephone, metro, electricity, gas and oil, up to the closing date unless otherwise agreed between the parties. ESCROW AGENT SHALL NOT BE RESPONSIBLE FOR DETERMINATION OF UTILITY BILLS, REMAINING OIL, NOR PAYMENT THEREOF. SELLER certifies he has made full disclosure to PURCHASER of all utilities and Homeowner's Association matters, if any. Eurther, PURCHASER fully accepts said disclosure. B. For improved property, the PURCHASER will obtain adequate hazard insurance coverage, evidencing the interest of all parties having an interest Jn the subject property. Such evidence is to be delivered to ESCROW AGENT prior to closing. C. ESCROW AGENT is authorized and instructed to furnish, upon request information concerning this escrow to: The Listing and/or Selling Rea] Estate Broker, the Lender financing this transaction, Jf any, and attorneys representing the PURCHASER or SELLER. D. The Tax Reform Act of 1984 requires that the PURCHASER in a real estate transaction verify whether the Seller is a foreign person. If the SELLER is a foreign person, corporation, partnership, trust or estate, unless an exemption is applicable, the PURCHASER has an obligation to deduct and withhold a tax equal to ]0% of the amount realized on the disposition of real est:ate. This information is set forth for your use and benefit, but STEWART TITLE COMPANY OF KITSAP COUNTY, INC., has no obligation to make any determination as to compliance, nor will it perform any services in connection with this Act. Without limitation, ESCROW AGENT shall not be liable for any ]~ss or damage resulting from the foil. owing: Continued on next page I,;.B{tt{{)W iNS'I'RiK!TIONS (continued from previous page) ESCR(.)W NUMBER: 3]005488 & 31005489 [)ATE: May 04, ]992 1. Any defects of conditions of title to any property, except those resulting from its own wrongful acts, or insured against by a tit]e insurance policy issued through STEWART TITLE COMPANY OF KITSAP COUNTY, INC. which is issued or to be issued. No title insurance liability is created by this agreement. 2. Any defects in the property purchased, obligations or rights of any tenant or other party in possession, the surrender of possession or any misrepresentations made by any other party. Legal effect or desirability of any instrument prepared by it or exchanged by the parties hereto. 4. Any default, error, action or omission of any other party. 5. The expiration of any time limit or other delay, un]ess such time limit was known to ESCROW AGENT and such loss is solely caused by failure of ESCROW AGENT to proceed in its ordinary course of business. 6. Any good faith act of forebearance by ESCROW AGENT. 7. Any loss or impairment of funds deposited in escrow ill the course of collection or while on deposit with a bank, savings bank or savings association resulting from failure, insolvency or suspension of such institution. 8. ESCR{)W AG[iNT complying with any and all i~:~gal process, writes, orders, judgments and ~]ecrees of any court v;hether i~sued w[tb or with~nlt jurisdzction, and whether or not subaeqnentiy vacated, ~.~odified, set aside or reverse(]. 9. ~[~CROW AGENT asserting or failing to assert any cause of: action of defense in any judicial, administrative cn other proceeding either i.n the interest of itself or any other party or parties. in lhe event a dispute(s) should arise between the hereto, ESCROW AGENT shall have the right, al ils sole option, and the Parties agree to hold ESCROW AGENT harmless as a result of its election to: a. suspend ail further action but hold escrow open al. such time as ESCROW AGENT receives notification of a dispute or conflicting demand by either PURCHASER OR SELI,ER or their respective attorneys until ESCROW AGENT receives consistent instructions from both parties; or b. join Jn or commence a court action and to deposit with the registry of the court the sums of money and documents described in these escrow instructions (first deducting from any such monies any filing fees and any costs incurred in serving process, a reasonable atlorney's fee as incurred by ESCROW AGENT and work charges of ESCROW AGENT). By taking either of the forgoing acts, it is agr~ed that ESCROW AGENT will be relieved of further responsibility this matter. It is further agreed that in the event of a ].aw suit initiated against ESCROW AGENT, by either or both parties to this agreement, or by any person by, fhrough or under a party to this escrow, that party shall pay ESCROW AGENT'S expenses, costs and its reasonable attorney's fees incurred JR defense, unless ESCROW AGENT is determined to have been negligent, which resulted in loss or damage to said party. F. These ~scrow instructions may be executed in counterparts with like effect as if all signatures appeared on a single copy. G. SELLER acknowledges that if any underlying encumbrance(s) is to be paid in full as a part of this escrow, said payoff is based upon a written statement(s) by the Holder/Servicer. Said statement(s) will be updated verbally prior to closing. Interest is to be collected to such date as estimated by the ESCROW AGENT to be sufficient for the Holder/Servicer to have received payoff by regular certified mail or courier. The SELI.ER is responsible for any additional fees, interest or requirements in order to obtain necessary documents for release of said encumbrance(s). Payments disbursed hereunder will conform to the usual and customary practice of the industry and ESCROW AGENT is not responsible for any delays caused by such delivery. Continued on next page EXHIBIT 'E' ~ ?~SCROW I~STRUCTIONS ORDER NO.: -2005741 PARCEL A THE WEST ~ALF OF THE SOUTHWEST QU;~TER, SECTION 21, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M., IN KITSAP COU}~TY, W~.SHINGTON. ~ PARCEL B THE SOUTH THREE-QUARTERS OF THE SOUTHEAST QU!/~TER OF THE SOUTHWEST QUARTER, SECTION 21, TCWNSHIP 2( i~3RTH, RANGE 1 EAST, W.M, IN KITSAP COUNTY, WASHINGTON. PARCEL C THE NORTH HALF OF THE NORIEWEST QU.%RTER AND THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QDARTm-R, LYING %?EST OF 3RD STREET, ALL IN SECTION 28, ~OWNSHIP 24 .~O.~TH, RANGE 1 EAST, W.M, IN KITSAP COUNTY, WASHINGTON. EXCEPT A PORTION OF PROPERTY SITUATED IN T~3~ NORT~.AST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 28~ DESCRIBED AS FOLLOWS: COMMENCING AT A POINT 424 FEET WEST OF THE QUARTER CORNER OF TRE NORTH LINE OF SECTION 28, TOWNSHIP 24 NORTH, RA/~CE 1 EAST, W.M.; THENCE SOUTH 126 FEET; THENCE WEST 34~.40 ~F. ET; THENCE NORTH 126 FEET; THENCE EAST 340.40 FEET TO T~IF. TRUE POINT OF BEGINNING. PARCEL D THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER, SECTION 29, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M, IN KITSAP COUNTY, WASHINGTON; EXCEPT THE SOUTH ONE-EIGHTH OF THE EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 29. Continued on next page LEGAL DESCRIPTION - continued Order Mc.: 32005741 PARCEL E THE SO~TH~6E~T Q~ARTEH OF THE NORTHWEST QUARTER, SECTION 20, TOWNSHIP 24 ~O~T~, P-%NGE 1 WEST, W.M., IN KITSAP COUNTY, WASHINGT~ EXCEPT . END OF EXHIBIT "A" EXHIBIT "A" TO ESCROW INSTRUC~I(~NS ORDER NO.: 32005742 PARCEL A THE NORTH HALF OF THE NORTHEAST QUARTER; THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER; THE EAST HALF OF THE NORTHWEST QUARTER; THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER; THE EAST THREE-QUARTERS OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER; AND THE NORTH .HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER, ALL IN SECTION 35, TOWNSHIP 24 NORTH, RANGE 1 WEST, W.M., IN KITSAP COUNTY, WASHINGTON; ALSO THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER, SECTION 26, TOWNSHIP 24 NORTH, RANGE 1 WEST, W.M, IN KITSAP COUNTY, WASHINGTON. PARCEL B THE SOUTH HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER; THE SOUTH HALF OF THE NORTHEAST QUARTER OF T~E SOUTHWEST QUARTER; AND THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER, ALL IN SECTION 14, TOWNSHIP 24 NORTH, RANGE 1 WEST, W.M., IN KITSAP COUNTY, WASHINGTON. PARCEL C ?!HE EAST HALF OF THE NORTHWEST QUARTER, SECTION 25, TOWNSHIP 24 NORTH, RANGE 1 WEST, W.M., IN KITSAP COUNTY, WASHINGTON; PARCEL D THE EAST HALF OF THE SOUTHWEST QUARTER, SECTION 24, TOWNSHIP 24 ~RTH, RANGE I WEST, W.M., IN KITSAP COUNTY, WASHINGTON. END OF EXHIBIT #A" ESCR()W INSTRUCTIONS (continued from previous page) ESCROW NUMBER: 3]005488 & 31005489 DATE: May 04, 199), I. PURCHASER AND SELLER acknowledge the Excise Tax, if required, must be paid prior to closing and authorized ESCROW AGENT to pay such tax. J. Possession of the property as described in the Purchase and Sole Agreement and Addenda shall not be a part of this escrow nor an obligation of the ESCROW AGENT, K. PURCHASE~ AND SELl,ER acknowledge that th]rd party written instructions may he submitted into this escrow, which are necessary for the completion cf this trunsaction~ SLIch as a lena!lng institut~c,n. (mless ~uch instructions conflict wi(h ~hese ir. str.ctions, thsy shall be iacor~orated herein. !,. Ail coi~ ~ngencies and/or co~ditions as set forth in the Purchase and Sale Agreement and Addenda have been fully met to the satisfaction of the parties. ESCROW AGENT is hereby remco,ed from any responsibility and/or liability for same and is instructed to proceed with closing. IN COMPLIANCE with the Tax Reform Act of 1986, SELLER shall provide all information necessary, including a Taxpayer Identification Number (TIN), for the preparation of a Form 1099-B as required by the Internal Revenue Service in connection with the closing and completion of the transaction. ESCROW AGENT retains the option of not closing the escrow if adequate information is not provided. PARTIES AGREE THAT PARAGRAPHS 5 & 6 OF EXCHANGE AGREEMENT WILI, SURVIVE CLOSING OF THIS ESCROW AND HOLD STEWART TITLE COMPANY OF KITSAP COUNTY, INC. HARMLESS FROM SAME. ! }lAVE BEEN AFFORDED Al)EQUATE TIME AND OPPORTUNITY TO READ AN[) UNDERSTAND THESE ESCROW INSTRUCTIONS AND ALL OTHER DOCUMENTS REFERREI) T¢) tIEREIN. POPE RESOURCES BY: BY: DATED: Purchaser's Forwarding Address: PO BOX 1780, POU[,SBO, WA 98370 CITY OF~BREMERTO~ DATED: TO ~TA'~[ SIEVERS, City Attorney Sellers Forwarding Address: 239-FOURTH STREET, BREMERTON, WA 98310 Proceeds check to be: oo..~v '. wh~nh P~,,v %...~,.~a'~,..~_~/U U REAL ESTATE EXCISE TAX byThi'c.ehiar.f°rm ~. ~OU~p.~ ~p~b~ ~.~w'~"o~ CHAPTER 82.45 RCW chec~toCountyTreasurer. PLEASE TYPE OR PRINT CHAPTER 458-6~ WAC ~lS AFFIDAVIT WILL NOT BE ACCEPTED UNLESS ~EMS ~ THROUGH ~ ARE FULLY COMPLETED A MUNiCiPAL CORPORATION ~ ~ DELaWaRE LIMITED P~RTNERSHIP s.~, __239 4TH STREET a~ s.~, P.O. BOX 1708 lU~EMEPTt)N, WA ')g31D POULSBO. WA 98370 City State Zip Clt~ State Zip ~ NEW OWNER'S Name ALL TAX PARCEL NUMBERS PERMANENT ADDRESS 2 ] 2 4 0 1 - 3 - 0 ~ 2 - 2 0 r) 4 TAX RELATED 29240 [ -2-001-2009 LEGAL D~SCRIPTION OF PROPERTY SITUATED IN UNINCORPORATED COUNTY ~ OR IN CITY OF I.EGM I [[~('I~[PTI )¢~ AS SYqT I.c)[~'FIt 1~ EX'fIIBIT "h" ATTACHED IIERETO AND BY Tills REFERENCP MADE ~ P~RT HERE{IF (~) Is this property curranlly: YES NO (~) Description of personal property if incl.ded in sale (furaifur®, ap- Classified or designated aa forest land? Chapter 8433 RCW [] [] pllances, etc) Classified as current use land (opes space, farm and agricuqural, or timber)? Chapter 8434 RCW [] [] WAc 458-6].-42O organizafio.s ChapleT 84.36 RCW? [] [] Receiving special valuation aa hiltorlc [~ Lq ~' ' I' '1) T SFA]! 1 RY WARRANTY DEE[) D&t,= of Documani 0 5 / 0 4 / 9 2" ' [] landwlthptavioualy [] landwithmobtlehome Gross Sale Price 1/ $ 2 , ~J tread building Personal Property (deduct) ? / $ 0 · (~) (I) NO]ICEOFCONTINUANCE (RCW)84.33orRCW@434) ExciseTax: State $ 0. This land [] does [] does not qualify (~) AFFIDAVIT 1, the new owner(s) of property with special valuation as historic property --/--~'~- ~]~_P City ~f Bremerton 239 Fourth Street Br eme~r_~.0~ ._ Wa sh_i_qgt on 98310 (~) The following op Dna quos on~ar~requeatedbyRCW8245.120 PART OF A 1031 I.R.C. TAX interest corporate affiliates related parties 1[]~ 2 [] f. Ja hegraneeac ngaaanomneeforalhird 1[] heahnq or cooling system? 1[] 2[] c ,o..lhi. conveyance divide a current parcel of laad? 1[] 2[] I [] agricultural 2 [] condominium 3 [] recrealional 7 [] commercial 8 [] mobile home 9 [] timber FO.M n~v ,~coo. 3.. (~,.~) .~ COUNTY TREASURER AGEND/~, BILL BREMERTON CITY COUNCIL 1. SUBJECT: FOR /%GENDA OF : November 13. 199~ REAL ESTATE EXCHANGE/PURCHASE ORIGINATING DEPT: Utilities AGREEMENT - POPE RESOURCES ORIGIN)tTOR: William Dully DATE SUBMITTED: November 1. 1991 CLEARANCES $ (Commendation back Exchange/Purchase Agreement City Attorney~ .~'~ t / Appraisal Summary City Treasurer ~L ~--~~ MAYO / ~/ NCIL PRESIDENT '~'~ 4. SUN/(~RY BTATEMENT ~ND REOUIREMENT FOR COUNCIL ACTION= The Union River and its tributaries, a surface supply source, provide approximately 50% of the City's domestic water supply. The passage of the Amendments to the Safe Drinking Water Act in 1986 required the Utility to review its management of this resource with respect' to its protection. (Please see page 2 for continuation) 5. RECOMMENDATION: The City Council approve the attached exchange/purchase agreement between the City of Bremerton and Pope Resources, Inc. and authorize the Mayor to execute said contract subject to City of Bremerton Administrative Policies and Procedures. 9. RESPONSIBLE OFFICIAL: Utilities Director ENFORCEMENT OFFICIAL: Utilities Director EXPIRATION DATE: N/A REVIEW DATE= N/A 10. NOTICE OF ACTION [] ~OVED~ DISAPPROVED [] AMENDED [] ~0~ PULLED [] TABLED 1 3 1991 COUNCIL DIRECTIVE: (b-~~ ~ 11. AGENDA BILL NO. = ~/ ' J~g('~L'~ ~'. CLE&R~NCE COMNENTS: 4. SUI, fl~RY ST~TEItSNT ~ REOUIRE~ENT FOR COUNCIL ~CTION~ - ¢Continuation) The City Council in 1986 authorized the Utility to develop a management plan which was adopted by Resolution #2135 on October 15, 1986. The management plan provides for the acquisition of properties adjacent to existing and future water supply and storage area to provide protection of those supplies. ~Attached for City Council consideration is an exchange/purchase agreement between the City of Bremerton and Pope Resources, Inc. The !change/purchase' involves 520 acres of Pope Resources, Inc. parcels tuat~d in Sections 14, 24, 25 and 35, Township 24 North, Range I West%and rderlng existing Utilities properties valued at $2,980,199~/and approximately 291.acres of Utility-owned parcels(situated in Sections 21, 28 and 29, Townshl~ 24 North, Range i East and in--Section 20, Township 24 North, Range i West)valued at $2,841,907 together with a cash payment of $138,292. The exchange/purchase of the Utility/Pope Resources, Inc. properties will provide protection of the Utility's Union River watershed facilities. 5. IMPACT ON NON-PASSAgE: Non-acquisition of property adjacent to and within Union River watershed. IMPACT ON STAFFINg, BUDGETS, FACILITIES, EOUIPMENT AND OTHER RESOURCES= Staffina: N/A Budqet: The expenditure of $138,292 from the Utility's Land Acquisition Account. Facilities: N/A E~uiDment: N/A 7. RESEARCH SOURCES= Utility Land Management Plan Water Resource Study CXT¥ OF BREMERTON CITy CLERK* 8 OFFICE MEMO R&NDU~ Date: November 15, 1991 To: Jaokie Dixon, Cit~y &ttornely0e Offioe Re: Pope Resouroes Attached is one copy each of the Real Estate Purchase Agreement and Real Estate Exchange/Purchase Agreement with Pope Resources. We have retained the original of each for our records. It is our understanding your office will finalize the documents. attachments ATTN: ~ACKIE 239 4TH ST. BREMERTON, W~ 9831~ PTialO ~119/7A 03-31--92 ~ARTIES: POPE ~ESOURCES / :2-1z-gi COMM'L OWN & ~ax 3,$53.I9 ~i-,$-92 °aymen~ 142454 3,SG3.09 e3-26-92 UCC 9.I~ POPR RESOURCES, 9203250064 PT1810 Ji19L74 $3-31-92 9.00 CITY OF BREmERTON ~ARTiES: PO2E REGOURCEr~ / ©FF[CE OF THE CITY A~T©I~'NEY · lAN R. $IEVER$, CITY ATTORNEY ~ateway to the Oiling*cs and Home o~ the Puget Sound Naval Shipyard April 10, 1992 Ms. Carla Speck Stewart Title Company P. O. Box 3607 Silverdale, Washington 98383 Re: Title Order Nos. 32005741 and 32005742 Dear Ms. Speck: Enclosed is a fully executed Real Estate Exchange Agreement on the exchange between Pope Resources and the City of Bremerton. You previously prepared a Preliminary Title Report on this exchange effective December 11, 1991, under the above-referenced title order numbers. The full value of the Po~parcels involved in this exchange is $2,980,19J~. ~he fulI~U~iue~ the City parcels involved in the exchange i~$2,836,98~6~ ~_~ Note the removal by the Agreement of a small parcel within what you list as Parcel "C" on your Exhibit "A" to Order No. 32005741. This legal should be amended and should also effectively remove special exception numbers 10 and 11 of this report. The City, pursuant to the Agreement, would require the removal of special exception numbers 4, 5 and 6, listed on your December 1991 ALTA Commitment for Order No. 32005742 prior to closing. Your efforts to finally close this transaction as quickly as possible will be greatly appreciated. Please call my office if you have an~ questions in this regard. IAN R.dJIEVERS BremeY~con City Attorney IRS:jrd Enclosure: as cited cc: Mr. Thomas M. Ringo, Vice President-Finance, Pope Resources William Duffy, Utilities Director 2394TH~REET · BR~ERTO~WA98310 · (2~)4~-5~5 OFFICE OF THE CITY ATI'ORNEY · lAN R. SIEVERS, CITY ATTORNEY April 10, 1992 Mr. Tom Ringo Vice President-Finance Pope Resources 19245 Tenth Avenue Northeast P. O. Box 1780 Poulsbo, Washington 98370 Re: Pope Resources/City of Bremerton Real Estate Exchange Dear Tom: Please find enclosed an original Real Estate Exchange Agreement between the City of Bremerton and Pope Resources which has now been fully executed. We have forwarded the other original Exchange Agreement to Stewart Title Company (see copy of letter to Stewart Title enclosed for your information and file). Finally, I am enclosing a copy of a statement received from Pioneer Title Company on the Pope Resources/City of Bremerton Real Estate Transaotion. There was an additional charge of $9.00 by Pioneer Title for processing the UCC-3 form regarding Commitment No. J- 119174. We are asking that Pope Resources cover this cost. Give either Ian or myself a call if you have any questions in this regard. Sincerely, Legal Assistant to IAN R. SIEVERS Enclosures: as cited cc/w/enc: William Duffy, Utilities Director 239 4TH STREET · BREA4ERTON, WA 98310 · (206) 478-5345 CERTIFICATION OF }X)NFOREIGN STATUS {Individual) 2scrow No.: 31005488 Section 1445 of the Internal Revenue code provides that a transferee (buyer) of a U.S. real property interest must ~ithhold tax if the transferor (seller) is a foreign person. To inform the transferee (buyer) t~at withholding of tax is not required upon my disposition of a U.S. real property interest, I, ~ heresy certify the following: (name of transferor) 1. i am not a nonresident alien for purposes of U.S. income taxation 2. My U.S. taxpayer identifying numDer is ; and {social security #) 3. My home address is I understand that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement I have made here could be punished by fine, imprisionment, or both. Under the penalties of perjury I declare t~at I have examined this certification and to the best of my knowledge and belief it is true, correct and complete. 1AN R. ~SIE~'iRS, City Attorney ESCROW NUMBER: 31005488 LIMITED PRACTICE OFFICER DISCLOSURE Pursuant te Rule 12 of the Rules for Admission to Limited Practice of Law by the Supreme Court of the State of Washington, the following notice is given to the principals of the transaction referred to below: A person certified as a Limited Practice Officer under this Rule may select, prepare and complete documents in a form approved by the Limited Practice Board for use in closing a loan, extension of credit, sale or other transfer of real or personal property. Such documents shall be LIMITED to deeds, promissory notes, guarantees, security agreements, releases, Uniform Commercial Code documents, assignments,, contracts, real estate excise tax affidavits, bills of sale and other documents as from time to time may be approved by the Board with the concurrence of the Supreme Court. Further, the Limited Practice Officer named herein will select, prepare and complete certain legal documents required for the closing of this transaction in accordance with the agreement of the principals and only in connection with this transaction, and you are further advised: (i) That the Limited Practice Officer is not acting as the advocate or representative of either party; (ii) That the documents prepared by the Limited Practice Officer will affect the legal rights of both parties; (iii) That the parties interest in the documents may differ; (iv) That each of the parties have a right to be represented by a lawyer of their own selection; (v) That the Limited Practice Officer cannot give legal advice as to the manner in which the documents affect the parties. EXCHANGOR OF EXHIBIT 'B': CITY OF BREMERTON, A MUNICIPAL CORPORATION EXCHANGOR OF EXHIBIT 'A': POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP t~operty Address: VACANT LAND AS ATTACHED EXHIBIT'S A & B Limited Practice Officer: (LJ) LINDA JOHNSON LPO NO. 370 Documents Prepared: STATUTORY WARRANTY DEEDS, EXCISE TAX AFFIDAVITS The undersigned hereby acknowledge that they have read, understood and received a copy of this s~atement prior to execution of any documents in connection with this transaction, and authorize the selection, preparation and completion of the legal instruments in accordance with this agreement. POPE RESOURCES BY: BY: Date: CITY OF BREMERTON BY: MENTOR, Mayor ATTEST ~EF/~'.~. McCIuskey, Cler~ LOUIS ~p l~'~'~<~_ .9 TO FORM: ! Certification for Limited Practice with the Administrator of the Courts, Temple of Justice, Olympia, Washington, ~8504, (206) 753-3365. LIMITED PRACTICE OFFICER DISCLOSURE (PAGE 23 (LJ) LINDA JOHNSOn% LPO NO. 370 ~~ LIMITED PRACTICE OFFICER STEWART TITLE COMPANY OF KITSAP COUNTY, INC. 9951 Mickelberry Road, N.W., Suite 201 Silverdale, WA 98383 OFFICE OF THE CITY ATTORNEY · lAN R. SIEVERS, CITY AITORNEY Gateway to the Olympics and Home of the Puget Sound Nalml May 11, 1992 Stewart Title Company of Kitsap County, ~nc. 9951 Mickelberry Road, N.W., Suite 201 Silverdale, Washington 98383 ATTENTION: Ms. Linda Johnson, Limited Practice Officer Re: Pope Resources/City of Bremerton Property Exchange Escrow No. 21005488 Dear Ms. Johnson: Please find enclosed with this letter the following: 1. Statutory Warranty Deed between Pope Resources, as Grantor, and the City of Bremerton, as Grantee; 2. Statutory Warranty Deed between City of Bremerton, as Crantor, and Pope Resources, as Grantee; 3. 1% Real Estate Excise Tax Affidavit; 4. Estimated Closing Statement; 5. Limited Practice Officer Disclosure; 6. Closing Escrow Instructions; 7. Certification of Nonforeign Status; and 8. Check made payable to Stewart Title Company in the amount of $150,910.50. Please finalize the c~oslng of exchange and call our office if you have any questions in this regard. Sincerely, o... c_, \ JAC.~IE R. DIXON Legal Assistant to IAN R. SIEVERS Enclosures: as sited / cc/w/enc: Kathleen McCluskey, Clerk cc: Tom Ringo, Vice President-Finance - Pope Resources William Duffy, Utilities Director 239 4TH STREET · BREMERTON. WA 98310 · (206) 478-5345 ,l. O,,~ C%~'~l, ~ "A Tradition .... ~--~---~""""~-'.7 ' ,, of Excellence" ,.:---- ..... STEWART TITLE COMPANY 99,, MickelborryRoadl%~,$Oto20~ OF KITSAP COUNTY, lNG. P.O. ~ox 3607 (2061 692-4141 or NAY 14, 19 9 2 (206) 343-7709 -- Seattle Line Fax. (206) 692-5569 CITY OF BREMERTON ATT: IAN SIEVERS 239 4TH STREET BREMERTON, WA 98310 RE: Our Escrow Number: 31005488 CITY OF BREMERTON/CITY CLERK/POPE RESOURCES Dear MR. SIEVERS: The above-referenced escrow transaction has been completed. We enclose the following: Closing Statement - RETAIN FOR TAX PURPOSES We appreciate this opportunity to have been of service to you. Very truly yours, LAURA BORDO ESCROW ASSISTANT LB Enc. RECEIVED ' U.S,.DEPAR~M~NT OF HOUS NG AND URBAN DEVELOPMENT B. TYPE OF LOAN: ~ ~O~E R~SO~C~S ~ P,O. BOX [708 ~O~SSBO~ NA 98370 ~'~ City OE BR~R~ON ~ 239 4TH STREET BR~ERTON, WA 98310 TIN: ~ We hereby certify this is a true and ~ correct copy of tha original. ~'~: S~T TITLE CO. OF KITSAP ~; .. ~ ~~ ~ 9951 MICKELBERRY ~. SILVERDALE, WA TIN: 91-1477347 ~~,: ST~W~T TITLE CO. OF KITSAP Closing date: 05/14/92 SUM~Y OF ~RRO~S ~S~ON ~ SUM~Y OF S~ ~ ~R'S T~SACTION ~,.~ EXC~GE VALUE B~2,836,989.64 ,~E~.~ EXCHANGE VALUE B 2,836,989.6~ 01/01/92 ,o 07/01/92 432.94 407. Cou.,, taKms ~uFUNDS TO CLOSE 150,910.5( 2,841,240.92 '~"~~m~"~": 2,987,900.1~ ~E V~LU~E A 2,980,199.00 so, EXC~NGE VALUE A 516. ~ ~ ~ ~ ~,980,199.00 ~.m~ =~ ~ ~ ~ 2,987,900.1~ ,841,240 · 92 ~' ~'~" '~""' ""' '~ '""'(""' 4zo~ 2,987 , 900 · 1 X m 138,958.08 ~ ~ mi ~ ~ __~lna1 SETTLEMENT PAID FROM PAID FROM File 31005488 F CHARGES BORROWER'S SELLER'S FUNDS FUNDS 7~e. TOTAL S,M.F..~mm3~EWS COa~mSaO~ a~ad oa$ ~ %= AT ,~: I I LEMENT AT SETTLEMENT P02 $ to 8~0. ITEMS PAYABLE IN CONNECTION WITH LOAN. 900. ITEMS REQUIRED BY LENDER TO BE P.,MD IN ADVANCE. 100. TITLE CHARGES: 01. s.m.,~,,lo, c~o,m;t.o Io STEWART TITLE CO. OF KITSAP ].,0?8.00 1,078.0C . TITLE INSURANCE A ~o ST~/AET TITLE CO. OF KITSAP 2,727.34 ,z TITLE INSURANCE "B" ,o STEWART TITLE CO. OF KITSAP 6,608.14 ~O0. GOVERNMENT RECORDING AND TRANSFER CHARGES ~,~ ..o,m., ,...: D.., $ 24.00 ,,,,, $ ,., $ 11 · 00 13.00 ~ EXCISE 4.00 ,o 2.00 2.00 ~00. ADDITIONAL ~:1 iI.EMENT CHARGES ,00. TOTAJ* ~= t I LEMEIMT CHARGES ~W ~ I#ne~ i 03, ,r,,.,-~i..., j ,e~d I$~Z, r*~.. K) 3,818.34 7,701.14! CERTIFICATION I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief, it is a true and accurate received c copy of HUD-1 Scttl®ment Statement. Borrowers Sellers Tw~ HUD-1 Sgttle. ment St~ttqment which I have Prqpal'qd is a true and accurate account of this transaction. I have caused or Settlement Agent - ~ Date WARNING: It is a crime to knowingly make false statements to the United States on this or any other similar form. Penalties upon conviction cnn include a fine and imprisonment. For details see: Title 18: US. Code Section 1001 and Section 1010 RECEIVED ,i,''~'~ 2 0 I992__ L,~.~ "A Tradition ~;{£MERIOIXl CITY gTTOR}~'5of Excellence" STEWART TITLE COMPANY o~ Mickelb~,'ry Po,au N.W. Suit~ 201 OF KITSAP COUNTY, INC. P.O. Box 3607 Si~verdale, Washington 98383 Nay 19, 1992 (20~} 8924141or (206) 343-7709 -- Seattle Line Fax. (206) 692-5569 1-800-464-2823 CITY OF BREMERTON ATTN: IAN SIEVERS 239 4TI~ STREET BREMERTON, WA 98310 RE: Our Escrow Number: 31005488 CITY OF BREI~ERTON/POPE RESOURCES Property: 239 4TH STREET, BREMERTON, WA 98310 Dear IAN: In connection with the above-captioned transaction, we have enclosed herewith the following: ORIGINAL RECORDED EASEMENT Please feel free to contact the undersigned if you have any quest )ns. lly you r~, NRO ESCROW A~J~qTANT Enc. THE GRANTOR, Pope Resources, a Delaware Limited Partnership, for good and valuable consideration, receipt of which is hereby acknowledged, does hereby grant to the City of Bremerton, a municipal corporation of the State of Washington, an easement of 30 feet, located at 15 feet of either side of the center line of the entire length of the water transmission main as depicted in Exhibit "A", upon, through and under the following lands in Kitsap County, State of Washington, to wit: That portion of the NW aA of the NE ~A lying West of 3rd Street and situated in Section 28, Township 24 North, Range 1 East, W.M., Grantee shall have the right to enter upon said premises and to open up said pipeline, or any part thereof, for the purpose of maintaining, repairing or renewing the same as occasion may require. The granting of this easement shall be binding upon the executors and assigns of the Grantor. DATED this Jt.~ day of _'~/~3 ,1992. POPE RESOURCES, ,- t a Delaware Limited Partnership KITSAP COUNTY ~.AS~Mg~TT 4- TREASURER RB\EASEMENT,*I- vP GRANTOR STATE OF WASHINGTON ) ' SS. COUNTY OF KITSAP ) On this day personally appeared before me f~ ~. ~/-?~.f, , and 'TT...-~.~. '777, '~,~,~C~ , of Pope Resources, a Delawalfe Limited Partnership, the partnership' des~rilY~d in and that executed the within and foregoing instntment, and acknowledged 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/were authorized to execute said instrument on behalf of said corporation. GIVEN under my hand and official seal this / ~ ~ay of ~-Z~,o, 1992. .~ /~ ~80IA~{l~i~y*-'~ublle m and for the State of Washington ~ 3. l~UBtflVly/anr~intment expires' A.F.#: 9205140196 REEL 0647 FR 2026 EASEMENT -2- Estimated 31005488 POPE RESOURCES {A) P.O. BOX 1708 POULSBOf WA 98370 CITY OF BREMERTON (B) 239 4TH STREET BREMERTON, WA 98310 TIN: 51[li}~MENIAGIN1 STEWART TITLE CO. OF KITSAP ^..m~ 9951 MICKELBERRY NW. SILVERDALE, WA TIN: 91-]477347 sr,,,~.~., STEWART TITLE CO. OF KITSAP CIosing date: 05/] 1/92 ....... R951 MICKELBERRY._~ SI~E~ SUMMARY OF BORROWER'S TRANSACTION K. ,,,~g~g~ EXCHANGE VALUE B 2,836,989.64 40~~ EXCHANGE VALUE B 2,836,989.6~ 01/01/92 ,,) 07/01/92 432.94 ~,841,240.92 2,836,989.6~ ~.,EXCHANGE VALUE A ,980,199.~0 ~0~XCHANGE VALISE. A 2,980,]99.0( .~, o..om,o~. 2,980,199 . 00 ,.OM) (X ,o)~.m~. 138,958.08 ~,3 ~,f ,o} , ~ 150,910.5C ~ ~1~! ~'~ ~AID [~ROM pAID FROM :' ] 1 e 310 0 5 4 8 8 g m LEMENT CHARGES BORROWER'S SELLER'~ ..... FUNDS FUNDS soo ITEMS PA_~ABL~ I~ ~EC~I~N WITH LOAN. 9qO ITEMS RE~IR~O ~Y LENDER T~ ~ ~ I~ ~N~ 100 TITLE CH~GES~ Io, ~.,H ........... ,o~,ngfee ....... ,o gSgW~ ~Cg-CO. OF KITSAP 1,078.00 n, TITLE INSURANCE A ,o ~TEWART TITLE C~. O~ Ki~A~ 2,727.3~ ,,~ TIT~,E ~N~UR~E '~B" ,o ~WAR~ ~IT~ ~ ~ ~ 6,608.14 ~,,, ,,,,,,,,,,,,,~,oo~ oo~.~ 24.00 ~,,** ,*, s 11.00 t,,~ EXCISE 4.00 ~o 2.00 2.0( 300 AU[)ITIO~[ SER'LEMENT C~GES 990 TOTAL SE~[E~EN~ CHARGES (enll,~li.lll0~.~tio. Jind~2.~lmK~ .................. _ - - ~,b~8.~_ _ 7,701.1~ CERTIFICATION