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RES 67-05 VILLAGE SHOPPING CENTERTOWN OF WINSLOW, WASHINGTON RESOLUTION NO. ~ A RESOLUTION of the Town of Winslow, Washington, author- izing the proper Town authorities to enter into an agreement with Edmund Stafford and Village Shopping Center, and authorizing the Town to enter into certain subordination agreements with various other parties in connection with the acquisition, construction and installation of additions and improvements to the water supply and distribution system of the Town. WHEREAS, the Town of Winslow, Washington is contemplating the construction of additions and improvements to the water supply and distribution system of the Town; and has by Ordinance No. ~/'J' adopted a Olan of additions and improvements to the water supply and distribution system of the Town; and WHEREAS, the plan of additions and improvements to the water supply and distribution system of the Town will include water service to the property owned by Edmund Stafford; and WHEREAS~ Edmund Stafford is selling his property to Village Shopping Center, a partnership: and WHEREAS, various parties have liens upon the premises owned by Edmund Stafford, to-wit: Elizabeth O'Brien Stafford, First Federal Savings & Loan Association of Bremerton, a corporation~ and WHEREAS, all of the foregoinn named parties are desirous of securin~ water service to the premises owned by Edmund Stafford and are willing to enter into agreements with the Town to provide water service to said premises and certain forms of agreements have been proposed by said parties and presented to the Council for its approval~ NOV!, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE TOWN OF WINSLOW, WASHINGTON, as follows: 1. That the Town, by and through its proper officers, enter into the followin~ agreements: (a) "Agreement" with Edmund Stafford and Village Shopping Center, a partnership, upon the terms and conditions contained in the "Agreement", a copy of which is attached to this Resolution marked Exhibit A and by this reference thereto incorporated heroin; (b) "Subordination Agreement" between the Town of Winslow and Elizabeth O'Brien Stafford, upon the terms and conditions contained in the "Subordination Agreement", a copy of which is attached to this Resolution marked Exhibit B and by this reference thereto incorporated herein~ (c) "Subordination Agreement" between the Town of Winslow and First Federal Savings & Loan Association of Bremerton, s coreoration, upon the terms and conditions contained in the "Subordination Agreement", a copy of which is attached to this Resolution marked Exhibit C and by this reference thereto incorporated herein; (d) '!Subordination Agreement" between the Town of Winslow and Village Shopping Center, a partnership, upon the terms and conditions contained in the '!Subordination Agreement" a copy of which is attached to this Resolution marked Exhibit D and by this reference thereto incorporated herein. PASSED by the Council of the Town of Winslow, Washington at a regular meeting of said Council held on the 3rd day of April, 1967. ATTEST: APPROVED AS TO FORM: I, F. H. SAUL, the duly appointed qualified and acting Clerk of the Town of Winslow, Washington, DO HEREBY CERTIFY that the foregoing is a true and correct copy of Resolution No. of said Town, duly passed by its Council and approved by its Mayor at a regular meeting of said Council held on the 3rd day of April, 1967. Town Clerk EXHIBF A AGREEMENT AGREEY~NT between the TOWN OF WINSLOW, hereafter referred to as the First Party, and EDMUND STAFFORD and VILLAGE SHOPPING CENTER, a partnership consisting of Archie Taft, Lewis E. Langdon and Renton Drive In, INC., a corpor- ation, hereafter referred to as the Second Party, WITNESSETH: WHEP~AS, Edmund Stafford is selling to village' Shopping Center pursuant to the terms of a contract of sale dated July 28, .1966 the following described real property: That portion of the northwest quarter of the northwest quarter,.section 26, .township 25 north, range 2 eastt ~.M., in Kitsap County, Washington, described as follows: Beginning at the northwest corner of said nOrthweSt quarter of the northwest quarter; thence east along the north line thereof 200 feet to the true point of beginning; thence south 440 feet, more or lesS, to the south line of the north two-thirds of the northwest quarter of said northwest quarter of the northwest quarter; thence east along said south line to the west line of the east half of the east half of said northwest quarter of the northwest quarter; thence south along said west line to the south line of said northwest quarter of the northwest quarter; thence east along the south line thereof to the southeast corner of said northwest quarter of the northwest quarter; thence north along the east line thereof to the northeast corner of said northwest quarter of the northwest quarter; thence west along the north line thereof to the true point of beginning; EXCEPT Secondary State Highway No. 21-A; AND EXCEPT County Road known as High School Road. AND WHEREAS, the Secoud Party desires a twelve (12) inch water main to the above-described property from the First Party's Chatham Hill water tank for fire protection and water service; THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: 1. Second'Party does hereby. grant, bargain, sell and convey to the Town of Winslow the following described property: The south 20 feet of the north 2/3of the west 3/4 of the north half of the northwest quarter of the northwest quarter, section 26, township 25 north, range 2 east, ~.M., in Kitsap County,. Washington; EXCEPT the west 180 feet. This conveyance is subject to the condition precedent that the Town of Winslow construct and install a water main as provided in paragraphs 2, 3, and 4 beIow, and if said water main is not so constructed and installed title to said real property shall not pass to the Town of winslow but shall remain in Second Party. 2. Second Party does hereby~grant, .bargain and sell to the Town of Winslow a per'manent easement over, across, along, in, upon and under the following described property: The south 10 feet of the north 642 feet of the east half of the 'east half of the northwest quarter of the northwest quarter, section 26, township 25 north, range 2 east, W.M., in Kitsap County, Washington. Said easement being for the purpose Of installing, constructing, .operating, maintaining, .and repairing a twelve (12) ~nch water main. Said easement is subject to the condition precedent that Town of Winslow commence the construction and installation of said water main by October 1, 1967. 3. By accepting and recording this easement [he Town of Winslow covenants that: (a) Upon completion of any construction of any facilities described herein, it shall remove all debris and restore the surface of the above described property as nearly as possible tO the condition in which it exists at the date actual use of said area commences. (b) It shall protect and save harmless Second Party from any claims, .demands, damage, expense, and liability of every kind and description for any damages to or loss or destruction of any property whatsoever, suffered by Second Party, their successors or assigns, because of the 'installation, construction, operation, maintenance, repair and/or replacement of said water main in the area described herein above. (~) All r~ght, title and interest which may be used and enjoyed without interfering with the easement rights herein conveyed are reserved to Second Party. The construction, installation or maintenance after the date of this agreement, of structure of a permanent nature within the above described easement shall be deemed an interference with said easement rights except that Second Party' may build a permanent structure more than 35 feet above the ground level of the easement area which exists at the time said permanent structure is constructed. (d) Second Party may span the easement area with any type of bridge, road, ~alkway or parking area and if the subsequent repair, .replacement,. maintenance or operation of said water main damages or destroys Second Party's installation, Town of Winslow shall repair or replace such installation to as good a.condition as said installation exists at _ 3¸_ the time such repair, replacement, maintenance, or operation so damages it. (e) Second Party may fill or excavate on any portion of the property within the easement described above and Town of Winslow releases Second Party from any damage to Town of Winslow's water facilities not caused by a physical contact there- with providing, however, that the following Conditions precedent have been complied with: (i) Second Party shall notify Town of Winslow in writing at least 30 days before any excavation or filling operation is commenced within 25 feet of the permanent easement granted by this instrument, .which notification shall include a specific statement or plan of the filling or excavation contemplated. (ii) Second Party shall allow Town of Winslow to take such measures to protect its installation by excavating or making structural modifications as Town of Winslow deems necessary therefor at the 'sole expense of Town of Winslowo Second Party shall allow the temporary use of sufficient working space for this purpose. (iii) Second Party, their successors or assigns, shall not be released from liability for any damage to Town of Winslow's installation caused by any n~gligence of Second Party, their successors or assigns, or the contractor or agent of Second Party, ~heir successors or assigns. 4. The Town of Winslow in consideration of the mutual covenants herein contained and the conveyances above recited does ~gree to install and maintain at its expense a twelve (12) inch water main to a point located at: Ten (].0) feet west of the east boundary of the follo~ing described parcel: The south 20 feet of the north 2/3 of the west 3/4 of the north half of the northwest quarter of the northwest quarter, section 26, township 25 North, range 2 east, W.M., in Kitsap County, Washington; EXCEPT the west 180 feet. from the "Chatham Hill Tank" and make 'available water in said. main for fire prohection and normal service. - 4 - 5. Village Shopping Center agrees: (a) To install a valve and meter where each waiter line joins the twelve (12) inch water main at no cost to the Town of Winslow and under the supervision of the Town water superintendent, the type and size of the meter and valve to be at the reasonable discretion of the water superintendent. Village Shopping Center shall have the right to install and join to the twelve (12) inch water main as many water lines at such locations as may, reasonably be required for water service and fire protection of improvements now or hereafter situated on the real .property first described above. (b) To pay a monthly deman~ charge in the amount of Fifty Dollars ($50.00) per month for the first five (5) years and thereafter the sum of Seventy-Uive Dollars (~;75.00) per month far a perioc] of fivt~ (5) years to tlw~ Town of Winslow fop the Town providing access to the twelve (12) inch water main. At the exDiration of the fore~oin~ ten year period the dema;-~d charge will. be prorate.;~]y a~jnsted, taki~,~-: intc coms~de~ation the n~mber three-quarter inch connect. ions th~re are to the water ~ n ~i', 4'. by water . Dr'O]~C,O.j c!e;T:el-:d chaff-,.;. will. !0e compute,] es follows: I;emeux[ c}:ar~;'e = 4'75.0'3 x Q. -. Nun, bet off eonnectionO (C) The ~'Lc.;nthly den:nn.rl c, har:~cs payable to the 7t, wr: of U]:,:-.lo:z as set forth in the foT. e~zoir~q- -- 5 · subparagraph (b) shall not commence until both (i) completion of construction and. installation of said twelve inch water main and (ii) availability of water from said twelve inch water main. 6. Party of the Second Part being the owner of the property first described above covenants and agrees that the property shall be security for the demand charge and any unpaid demand charge of the Town of Winslow shall constituEe a lien upon said property prior to all otherliens and said lien shall be for the benefit of the ·Town of Winslow as security for the demand cha~ge. IN WITNESS WHEP~OF the parties hereto· have s~gned and executed this agreement on the day of , 1966. TOWN OF WINSLOW First Party ,,"._,..:j.':. i._..-, ~..::: ..L:'--:'.~ .,'/~,' ~., ~ · F~mund Stafford By ...... z r~ -;., -':, /-- ,, By~ / , , .... '(~- '7 ' , .- ~--. ~ / --; ~e~s ~. ~anQ'6on -~; Second Party - 6 - STATE OF WASHINGTON ) COUNTY OF KING ) ss On this day personally appeared before me Edmund Stafford, to me known to the individual described in and who executed the foregoing instrument, .and acknowledged that he signed the same as his free and voluntary act and deed, for the uses and purposes therein mentioned. Given under my hand and official seal this ~._ day of ". ,~.. , 1966. STATE OF WASHINGTON ) -) COUNTY OF KING ) Notary PubLic. in and for the State of Washi!~gton, .residing at/ · . ....... ' ss On this day personally appeared before me Archie Taft, to be known to be the individual described in and who executed the foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed, for the uses and purposes therein mentioned. Given under my hand and official seal this ~ day of ~,~-~q~'~' , 1966. Notary Public in and for the State of Washington, .residi~g at ~Y' ~: ~ %-~k~-~.~ STATE OF WASHINGTON) .) COUNTY OF KING ) ss On this day personally appeared before me Lewis E. Langdon, to me known to be the individual described in and who executed the foregoing instrument, .and acknowledged that he signed the same as his free and voluntary act and deed, for the uses and purposes therein mentioned. Given under my hand and official seal this day of ~s-~'~%~-t' , 1966. Notary Public in and ~"~he State of W~shing~on residing - 7 - STATE OF WASHINGTON ) ') Ss COUNTY OF KING ') On this ',c· day of ?~,:i~.~,~.~,-' , 1966, before me, , '~'.~,~_!_'_,. L_~L~c ,- , a Notary Public in and for the State of Washington~ personally appeared Ralph Messett, to me knowr~ to be the President of Renton Drive In, Inc., the corpora'hion that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first above written. -·8 - | EXHIBIT B. · . ',- ', ',:'. ,: ':. ' . ,., ,' . ,,:., ,, · .'. :'... "3"..': ): .SUBORDINATION AGR~EMENT THIS .A'dREEMEN~'made;this ~"'.~ day of October, !966 between'';'u'~;''' ':' 'the TOWN iqlNS~OW, h'erelnafter called .ehe':,First'-Pa~y,' and -:~:.. WITNESSET}t: ':, WHERFAS, 'th~ Second Party has a lien upon .the following "; ... '.~.?..~'.~ :-.~-... described premises-.in the'form of a mortgage: ' ~. · '. · , .. ~:,, ::: .:~ :,.:. That portion of tile riorthwe. St quarter of the nBrth~[est .. :. . quarter; section 26, township 25 north,'.range 2 east, . -,. . ' ..' W.M., in Kitsap County, Washington, described as follo~s:'.'.:.'.. i:..' .'.Beginning at the northwest corner of said northwest .:,':)v'-j.-'.'.' '~' quarter of the northwest quarter.; thence east along the..'::'~ · ...."" .- north line thereof 200 .feet to the true poi~t of be- .;,.:..;:. 5-'-..:-::'. south line of the north two-thirds of the northwest quarter Of said northwest quarter of the northwest '..' :'i'.:~'' ouarter; thencd.east along said south line to' the west.~;2:?::L: ':), ..': · . line of the east half of the east hail of said north- :'-'.,.-.'~';".' ".' west quarter of the' northwest quarter.; thence south .".:',,~b:':..-:u-:..-- . :,. · west quarter of the'northwest quarter; thence east along the south 'line thereof to the southeast corner ?;'::?:::' of said northwest quarter of the northwest quarter; ' "~f..:: :... thence north along the east line thereof to the north-."'f~' east corner of said northwest quarter of the northwest' quarter; thence Wes't &long the north line thereof ~o the true .point of.beginning; EXCEPT SeeoDdary State '" -~Highway No.' 21.-A; AND EXCEPT County Road.known as - Iligh Schoql.. Road, '. AND, WHEREAS, the First Party is about to install a.waterpipe"' · line to the premises above-described; now .:-. T~EREFpRE~. in consideration of the premises and to induce the First 'Party to installsaid pipe !tne~ and also in consideration off .. ...... ,. , One dollar (~l.,0O)~:re~e'iot of which is hereby acknowledged~'the ,..:.-> ,. , ~ ,-...,-,.,.: .:; .. ~. . ).'-..:' ,": . par. ty of the Secon(-.~art agrees that its mortgage recorded. under ~Auditor's 'File No.. 686455, records of Kitsap County, Washington, shall.be secondary:to'the. agreement between .the Town oF Winslow and Edmund ~tafford,to be hereafter' re'corded', and The par~ieS'm'agree that said agreement. Shall .h&ve [priority'. and precedence o~er the mortgage abovermentioned, and The Second Pai~ty does forma.lly waive and ..relinquish any .rights to priority ..'and SecUr,ity by reason of prior recordation, ~nd Agrees that the' said mortgage shall. be. an, encUmBrance Subsequent to that o'~ the Town of Wins~ow's agreement with Edmund Stafford;to install a pipe' line. . . i~ .".t '] "' · IN W{T.NESS'.',WHEREb~.,the 'pa~ties hereto. have signed:;.and 'sealed this instrument the'.day'and year first abo~e written,'~'~'."'.~ "=~. By ' -. ~ · '/ Elizabeth .0 ' B~ien~aff~rd · ~ Second Party STATE OF WASHINGTON ). COUNTY OF . ) Ss .' . ~ . · ) On this ~2~ '~'day of October, 1966 before m'e, the u~dersigned, a Notary.-Public in and for the State of .washington, duly commissioned and sworn personall~ .appeared El]zabeth O'Brien Staffor, d~' .to me known to be the ~ndividUal d. escribed in and who executed the foregoing in- ' strument, 'and acknowle~ge~ to me that she signed the Said instrument as her free and voluntar~ act and deed for the uses add purposes therein mentioned. WITNESS my hand 'and.official seal heretoaffixed the day and~ ' year in' this .ce'rtlficate above written. .~.~ " · .. NOTARY PUBLIC in and fo~ the .. . ,. ..,~ .. ':. ~ ... - . .=.. ..* ,~;.. :~. :~-,~, y'.' ~, '~. . .. .. · I SUIZOi{LINATiON AOF~EEr,".ENT November q'.:~_!S A(;EE]U.UEi'iT r:,ade i;h~s__hj~ ....... day o~ ~5~, ]966 between the .','OU>! O~7 WiLT,~]LOI..:, heroinafter called the First Party, and FIRST FEDERAL SAVINC-S AND LOAN ASSOCIATION OF Bt~EMERTON, a cornoration, hereinafter called the Second Party, WITNESSET}[: 'jWEi~i:~AS, the Second Party has a lien unon the fo]_towing descrj, bed P, rem~ses ~n the form of mortEagles: That port. ion of the northwest quarter of the northwest ousttot, sc. cbion 26, township 25 north, ratU~e 2 east, W.M., ~n i'[~tsa~ County, Washington, described an follows: Peg'~nn~ng at the northwest corner oC sa~ci northwest ebav. teF oF the northwest c~uarter; thence east along the north line thereoff 200 feet to the true ooint g~nn~n.z.; thence south h]lO feet, mor. e or less, to the south .L~ne o~ the north two-thirds of the northwest quarter of sa~] northwest auarter of the noPthwest m~a~%er; th<'nce ea.;:t a]or~q r;n~d south ],!r~e to the west line of the ~ast hal~ of the east half of said north- west ouartev of the northwest quarter; thence south a]o~.~G sa]~] west ]~ne to the south ~ne oF said north- %,J<~si. quarter of the northwest c~uarter ~ thence east along the sout~ line thereof to the southeast corner of' sai~ mor, thwest ouarter' of the northwest su~rter; thence north alone the east line uhereof to the north- east corner of said rmr'thwest ariaFret O~. the northwest q~mrtcr; thence west aionrq the north line thePeer' to the true oo~nt of bey;:]nnin[~ EXCEPT Secondary State IIiE}z..'a/,~ Yqo. 21--A~ ATiD EXCEPT County Eozd known as !Ii~,h School AND, I,;KE!:EAS; tl,,e ~'~rst Party ~.'; about to install a v:ater pipe ]firroe to the r, re:.mises a. bove-d,.'scribed; now T!i~_:!li~:vODrD', qn cor:siderz!t~:or: off the prerr?scs and to i.,!duce the PSrst P'=tri.;., to instoil said ~,~De line, and also in conside:'at~on o? ox:.'~ dol.]ar (0] .,Dr.)), z'~.-c.,?iI>t c;r wh~ch is iretoby acknowlel:]ged, the ] I I reccm,led under Auditon's File, Noa 6790],5 and 784866, reco:,'.:]s of' Kitsao County, ' .... h:ir~y;tor~, shall be secondary to the a,Zt'eeznent betvreen the ([~o~,,~n off Win~,]ov~ and Edmund Stafford to be here~,fter- rotorclog, and ~i'he rattles agree that sa~d ayZreement shall have prio:rity 3n~ o-:,ccedenco over the mortga.~es above-mentioned, and The Second Party does forma]12., ,,,zaive and relinquish any rights to pz'io-,'jty and security by reason of prior reco,rdation, an6 A;Znees that the said nortgages shall be an encumbrance subsequator to that of the Town of Winslow's a,~reement ~,zith Ectru;n,,; Stafford to jr~sta. 1]. a oipe line. IN WITNESS WHEREOld' the parties hereto have siKned and sealed this instrument the day and year first above written. TOV,rli 0}? WINSI,OW First Party FIRST FEDEUAI, SAVINGS AND LOAN AS,SOC]UATZOi.] OF President Sec'o~ Party Assistant Secretary i I ! S?ATF', 02;! hAS!!I,~TGTON ) COUN~'Y OP KI'2SAP ) November Ori th~s__~_h_ .... day oC ~o~5~, ]066 before me, the unc]ersigned, a Notary Pub]~ic in amd for the State of Washim.~ton, duly commissione~ an~ sworn oersop~lv ~noeared P.E. ROS~IB~GER and E. A. SP~GUE to r~e know to be the~e~d~_~_~E~jsj.~__~cr~. of the corporation that executed the fore~oin~ instrument, and acknowleclr:Zed the said ~nstru~ent to be the free and voluntary act and deed of ssid corporat~on, for the uses and purr>oses therein mentioned, and on oath si, ated that he is author'~zed to execute the said instrument and that the seal af~ixed is the coreorate seal of sai~ corporation. WITNESS my hand and official seal hereto aCfixed the day and year' In this cert~f'icate above wr~tten. ~..Z .) · SUBORDINA'PION AC, REEMENT THIS AGREEMENT made this day of October, 1966 between the TOWN OF WINSLOW, hereinafter called the First Party, and VILLAf~E SHOPPING CEIYi'E}~, a partnership consistin~ of Archie Taft, Lewis E. LanEr~on and Penton Drive-In, inc., s. herooration, hereinafter called the Second Party, WITNESSETH: WHEREAS, the Second Party has a lien upon the following described premises in the form of a contract of sale: That portion of the northwest quarter of the northwest quarter, section 26, township 25 north, range 2 east, W.M., in KitsaD County, Washington, described as follo~ys: Beginning at the northwest corner of said northwest quarter of the northwest m~arter; thence east along the north line thereof 200 feet to the true point of be- ginning; thence south 4fi0 feet, more or less, to the south line of the north t~:o-thirds of the northwest quarter of said northwest ~uarter of the northwest quarter; thence east along said south line to the west line of the east half of the east half of said north- west. quarter of the northwest quarter; thence south along said west line to the south line of said north- west quarter of the northwest ~uarter; thence east " along the south line thereof to the southeast corner of said northwest quarter of the northwest quarter; thence north along the east line thereof to the north- east corner of said northwest quarter of the northwest quarter; thence west along the n, orth line thereof to the true point of beginning; EXCEPT Secondary State Highway No. 21-A; AND EXCEPT County Road' known as High School Road. AND, WHEMEAS, the First. Party is about to install a v;ater pipe line to the premises above-described; now THEREFORE, in consideration of the premises and to induce the First .Party to install said pfipe line, and also in consideratioh of one dollar ($].00)~ .receipt of which 5s hereby acknowledged, the party of the second part agrees that its contract of sale 1 ] | recorded under Auditor's File No. 883n02, recor6s of Kitsap County, Washington, shall be secondary. to'the agreement between the Town of Wins].ow an~ Edmund 'Stafford to be hereafter recorded, an~ The parties agree that said agreement shall have.priority and precedence over the contract of sale above-mentioned, and The Second Party does formall~ waive and ~elinquish any rights to priority and security by reason of prior recordation, ~nd Agrees that the said contract of sale shall be an encumbrance subsequent to that of the Town of Winslow's agreement with Edmund Stafford to install a pipe line. IN WITNESS WHEREOF the parties hereto have signed.and sealed this instrument the day and year first above written. TOWN OF WINSLOW By First Party VILLAGE SHOPPING CENTER Seconc] Party ] i | STATE OF WASHINGTON ) ,,.., ) ss COUNTY OF KITSAP ) On .t'his --'-':~"- day of October, 1966 before me,. the under- signed, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Archie Taft, Lewis E. Langdon and :~ ~ l!i, t'~' to me known to be the !.- d. of Renton Drive-In, Inc.., a corporation, the partnership that executed the foregoing in- strument and acknowledged the said instrument to be the free and voluntary act and deed of said partnership, for the uses and purposes therein mentioned. WITNESS my hand and official seal hereto affixed the day and year in this certificate above written. ~0~,~? PUBLIC in and for the State of Washington, residing at -..,.