|
BILL OF SALE
<br />This Bill of Sale is dated for reference purposes as of 2021, and is made
<br />by and between RIVERFRONT COMMERCIAL INVESTMENT, L.L.C., a Washington limited
<br />liability company, which acquired title as Riverfront Commercial L.L.C., a Washington limited
<br />liability company, RIVERFRONT PHASE 1 LLC, a Washington limited liability company,
<br />RIVERFRONT PHASE 2 LLC, a Washington limited liability company, RIVERFRONT PHASE
<br />3 LLC, a Washington limited liability company, RIVERFRONT PHASE 4 LLC, a Washington
<br />limited liability company, and RIVERFRONT GROCER LLC, a Washington limited liability
<br />company, (collectively, "Grantor"), and CITY OF EVERETT, A MUNICIPAL CORPORATION
<br />OF THE STATE OF WASHINGTON ("Grantee").
<br />RECITALS
<br />A. Grantor and Grantee are parties to that certain Amended and Restated Property
<br />Disposition Agreement dated as of May 17, 2019 (the "ARPDA") for, among other things, the
<br />conveyance of the Main Road Parcel (as defined therein) from Grantor to Grantee. Capitalized
<br />terms used but not defined herein have the meanings given to them in the ARPDA.
<br />B. Section 1.3.3 of the ARPDA provides that Grantor shall dedicate, convey and
<br />transfer title to the Main Road Parcel and all improvements thereon, fi-ee and clear of all deeds of
<br />trust, mortgages, mechanic's liens, attachment liens, judgment liens, execution liens, utility liens,
<br />security interests, title defects, claims, and other lien and encumbrances, other than the Permitted
<br />Main Road Encumbrances.
<br />C. Grantor is delivering for recording a Statutory Warranty Deed for the Main Road
<br />Parcel, which conveys the real property described therein to Grantee (such property conveyed and
<br />as described by such Statutory Warranty Deed, the "Property"). Grantor and Grantee desire to
<br />enter into this Bill of Sale to complete the conveyance of the Main Road Parcel improvements as
<br />provided for in the ARPDA according to the terms and provisions provided herein.
<br />AGREEMENTS
<br />In consideration of the mutual covenants and promises contained in this Bill of Sale, the
<br />parties agree as follows:
<br />1. Conveyance and Assignment. Grantor hereby (1) conveys all improvements
<br />located under, on, and/or in the Property (including the stormwater and landfill gas systems) except
<br />those improvements retained by Grantor under the Riverfront Boulevard Easements Agreement
<br />dated and recorded under Snohomish County recording number
<br />(the "Improvements"), (2) assigns all warranties held by Grantor associated
<br />with the Improvements, and (3) warrants that the conveyance and assignment hereunder are free
<br />and clear of all deeds of trust, mortgages, mechanic's liens, attachment liens, judgment liens,
<br />execution liens, utility liens, security interests, title defects, claims, and other lien and
<br />encumbrances, other than the Permitted Main Road Encumbrances.
<br />Bill o/ Sale page 1
<br />No: 19652.012 4811-8553-546M
<br />
|