Shelter Holdings 6/22/2022 - Laserfiche WebLink

BILL OF SALE This Bill of Sale is dated for reference purposes as of June 8, 2022, and is made by and between RIVERFRONT COMMERCIAL INVESTMENT, L.L.C., a Washington limited liability company, which acquired title as Riverfront Commercial L.L.C., a Washington limited liability company, RIVERFRONT PHASE 1 LLC, a Washington limited liability company, RIVERFRONT PHASE 2 LLC, a Washington limited liability company,RIVERFRONT PHASE 3 LLC, a Washington limited liability company, RIVERFRONT PHASE 4 LLC, a Washington limited liability company, and RIVERFRONT GROCER LLC, a Washington limited liability company,(collectively,"Grantor"),and CITY OF EVERETT,A MUNICIPAL CORPORATION OF THE STATE OF WASHINGTON ("Grantee"). RECITALS A. Grantor and Grantee are parties to that certain Amended and Restated Property Disposition Agreement dated as of May 17, 2019, as amended (the "ARPDA"). Grantor and Grantee are also parties to that certain Second Amendment to Grant of Easement for Existing Landfill Systems and Related Utilities dated as of June 8, 2022. Capitalized terms used but not defined herein have the meanings given to them in the Amendment. B. Grantor and Grantee acknowledge that some,if not most,of the LFG System within the Landfill Pad Easement Area is already owned by Grantee. However, some portions of the LFG System existing as of the date of this Bill of Sale within the Landfill Pad Easement Area are still owned by the Grantor (the "Existing Grantor-Owned LFG System"). C. Grantor and Grantee desire to enter into this Bill of Sale to complete the conveyance of the Existing Grantor-Owned LFG System to Grantee according to the terms and provisions provided herein. AGREEMENTS In consideration of the mutual covenants and promises contained in this Bill of Sale, the parties agree as follows: 1. Conveyance and Assignment. Grantor hereby (1) conveys the Existing Grantor- Owned LFG System, (2) assigns all warranties held by Grantor associated with the Existing Grantor-Owned LFG System, and (3)warrants that the conveyance and assignment hereunder are free and clear of all deeds of trust, mortgages, mechanic's liens, attachment liens,judgment liens, execution liens, utility liens, security interests, title defects, claims, and other lien and encumbrances,other than the Permitted Main Road Encumbrances,as defined in the ARPDA. For the purposes of clarity, the parties agree that the Existing Grantor-Owned LFG System conveyed hereunder does not include the QED valves located where building LFG systems will connect to the Grantee-owned LFG header system and that such QED valves remain the property of Grantor. 2. Legal Matters. In the event any legal proceeding is instituted to enforce this Bill of Sale or any claim arising hereunder, Section 13.8 of the ARPDA shall control. The laws of the State of Washington shall govern this Bill of Sale and its validity, construction, and performance. Bill of Sale page 1 ND: 19652.012 4811-8553-5460v2