Quitclaim Deed_Port of Benton

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PORT FACILITY PROPERTY INSTRUMENT OF DISPOSAL
QUITCLAIM DEED, INDENTURE, or otherwise
as necessary to meet local requirement
CITY OF WASHINGTON

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DISTRICT OF COLUMBIA )

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1. THIS INDENTURE, made this the /7
day of September 1996,
between the UNITED STATES OF AMERICA, acting by and through the
Secretary of Transportation, as delegated to the Maritime
Administrator, Maritime Administration (herein called the
"Grantor"), under and pursuant to the power and authority
provided by the National Defense Authorization Act for Fiscal
Year 1994 (P.L. 103-160) at Section 2927 dated November 30, 1993,
the Federal Property and Administrative Services Act of 1949 (40
U.S.C. 471-544) (Act) at 40 u.s.c. 484g, the Federal Property
Management Regulations Title 41, Code of Federal Regulations
(CFR) Part 101-47.308-10, the Utilization and Disposal of surplus
Federal Real Property for Development or Operation of a Port
Facility Regulation Title 46 CFR Part 387, and the Port of
Benton, acting through the Board of Commissioners, Richland, WA
(herein called the "Grantee").
2. WITNESSETH, that the said Grantor, for and in
consideration of the assumption by the Grantee of all the
obligations and its taking subject to certain terms,
reservations, restrictions and conditions and its agreement
to abide by, certain other terms, reservations, restrictions and
conditions, all as set out hereinafter, has remised, released and
forever quitclaimed and by these presents does remise, release
and forever quitclaim to the Grantee, without warranty, express
or implied, under and subject to the terms, reservations,
restrictions, conditions and exceptions, all as hereinafter
expressed and set. out, all title and claim which the Grantor has
in and to that certain property situate, lying and being in the
County of Benton in the State of Washington, formerly
known as the Hanford 3000 Area, and described in detail in
Attachment A hereof, for the use stated therein.
3. ALSO, there is hereby conveyed by this quitclaim deed
(Deed) items of personal property for port facility purposes
situate at the property as described in Attachment A hereof and
such personal property is likewise described in detail in
Attachment B hereof, and conveyed for the use stated therein.
4.
WHEREAS, all the property hereby conveyed has heretofore
been declared surplus to the needs of the UNITED STATES OF
AMERICA ("Government"), the property was excessed by the
Department of Energy ("Holding Agency") and is presently
available for disposal and its disposal has been heretofore
authorized by the Administrator, General Services Administration

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("Disposal Agency"), acting pursuant to the above referred to
laws, regulations and orders •
. 5. WHEREAS, the surplus real property shall be used and
maintained in perpetuity for the purpose for which it was
conveyed, and that if the property ceases to be used or
maintained for that purpose, all or any portion of the property
shall, in its then existing condition, at the option of the
Government, revert to the Disposal Agency.
6. TO HAVE AND TO HOLD the same on an "as is where is" basis,
together with all and singular the appurtenances thereunto
belonging or in anyway appertaining, and all the title or claim
whatsoever of the Grantor, either in law or in equity and subject
to the terms, reservations, restrictions and conditions set forth
in this instrument, to the only proper use, benefit and behalf of
the Grantee.
7.
Npw THEREFORE, by the acceptance of this Deed or any
rights hereunder, the Grantee, agrees that the conveyance of all
the property conveyed by this instrument, is accepted subject to
the following terms, reservations, restrictions and conditions
set forth in subparagraph (a) and (b) of this paragraph which
shall run with the land in addition to further terms,
reservations, restrictions and conditions as set forth elsewhere
in the Deed:
(a) That, except as provided in subparagraph (A) of
numbered paragraph B, the property conveyed by this instrument
shall be used for development or operation of a port facility in
perpetuity. As used in this instrument, the term "Port Facility"
shall mean any structure and improved property, including
services connected therewith whether located on waterfront or
inland, which is used, or intended for use, in developing,
transferring or assisting maritime commerce and water
dependent industries, including, but not limited to, terminal and
warehouse buildings, piers, wharves, yards, docks, berths, dry
and cold storage spaces, bulk and liquid storage terminals, tank
farms, aprons, cranes and equipment used to load and discharge
·
cargo and passengers from vessels, multimodal transfer terminals,
transshipment and receiving stations, marinas, foreign trade
zones, shipyards, industrial property, fishing and aquaculture
structures, mixed use waterfront complexes, connecting channels
and port landside transportation access routes.
(b) That, except as provided in subparagraph (A) of the
numbered paragraph 8, the entire Port Facility including all
structures, improvements, facilities and equipment in which this
instrument conveys any interest shall be maintained at all times
in safe and serviceable condition, to assure its efficient
operation and use, provided, however, that such maintenance shall
be required as to structures, improvements, facilities and
equipment only during the useful life thereof, as determined by
the Grantor or his successor in function.

8.
FURTHER, by the acceptance of this Deed or any rights
hereunder, the Grantee, also assumes the obligation of, agrees to
abide by, and this conveyance is made subject to, the following
terms, r~servations, restrictions and conditions set forth in
subparagraphs (A) to (BB), inclusive, of this paragraph:
A.
That no property conveyed by this Deed shall be mortgaged
or otherwise disposed of or rights or interest granted by the
Grantee without the written consent of the Grantor. However, the
Grantor will only review leases of five years or more to
determine the interest granted therein.
B.
Property conveyed for a Port Facility shall be used and
maintained for the use and benefit of the public on fair and
reasonable terms, without discrimination. In furtherance of this
term (but without limiting its general applicability and effect)
the Grantee specifically agrees (1) that it shall keep the Port
Facility open to th~aritime uses expressed in the application
without discriminat'on between such types and kinds. Provided,
that the Grantee ma establish such fair, equal, and
nondiscriminatory conditions to be met by all users of the Port
Facilities as may be necessary for the safe and efficient
operation of the Port Facility; and provided, further, that the
Grantee may prohibit or limit any given type and kind of maritime
use of the Port Facility if such action is necessary for the safe
operation of the Port Facility, (2) that in its operation and the
operation of port facilities at the port, neither it nor any
person or organization occupying space or facilities thereupon
shall discriminate against any person or class of persons by
reason of race, color, creed, sex, age, marital status, political
affiliation or non-affiliation, national origin, religion,
handicap or sexual orientation in the use of any of the
facilities provided for the public at the port, and (3) that in
any agreement, contract, lease, or other arrangement under which
a right or privilege at the port is granted to any person, firm
or corporation to conduct or engage in any maritime activity for
furnishing services to the public at the port, the Grantee shall
insert and enforce provisions requiring the contractor:
(a) to
furnish said service on a fair, equal and nondiscriminatory basis
to all users thereof, and (b) to charge fair, reasonable, and
nondiscriminatory prices for each unit for service, provided,
that the contractor may be allowed to make reasonable and
nondiscriminatory discounts, rebates, or other similar types of
price reductions to volume purchasers.
c.
The Grantee shall, insofar as it is within its powers
and to the extent reasonable, adequately protect the water and
land access to the Port Facility. The Grantee shall, either by
the acquisition and retention of easement or other interest in or
rights for the use of land or by adoption and enforcement of
zoning regulations, prevent the construction, erection or
alteration of any structure in the access routes to and from the
Port Facility.

D. The Grantee shall operate and maintain in a safe and
serviceable condition, as deemed reasonably necessary by Grantor,
the port and all facilities thereon and connected therewith which
are necessary to service the maritime users of the Port Facility
and shall not permit any activity thereon which would interfere
with its use as a Port Facility.
E. The Grantee does hereby release the Government, and shall
take whatever action may be required by the Grantor to assure the
complete release of the Government from any and all liability the
Government may be under for restoration or other damage under a
deed or other agreement covering the use by the Grantee or its
lessees, upon which, adjacent to which, or in connection with
which, any property transferred by this instrument was located or
used.
F. The Port Facility is subject to the provisions of Title
46 CFR Part 340.
G. The Grantee shall:
(1) furnish the Grantor with annual
or special Port Facility financial and operational reports as
requested, (2)
furnish the Grantor with an annual utilization
report that demonstrates that the Port Facility is being used in
accordance with the terms and conditions of the Deed, and (3)
upon reasonable request of the Grantor, make available for
inspection by any duly authorized representative of the Grantor
the Port Facility, at which the property described herein is
located, and all Port Facility records and documents affecting
the port, including deeds, leases, operation and use agreements,
regulations, and other instruments and shall furnish to the
Grantor a true copy of any such document.
H. Where construction or major renovation is not required or
proposed, the Port Facility shall be placed into use within
twelve (12) months from the date of this conveyance. Where
construction or major renovation is contemplated at the time of
conveyance, the property shall be placed in service according to
the redevelopment time table approved by the Grantor in the Port
Facility Redevelopment Plan (PFRP) section of the Grantee's
application.
I. The Grantee shall not enter into any transaction which
would operate to deprive it of any of the rights and powers
necessary to perform or comply with any or all of the terms,
reservations, restrictions and conditions set forth herein, if an
arrangement is made for management or operation of the Port
Facility by any agency or person other than the Grantee, it shall
reserve sufficient rights and authority to ensure that such Port
Facility shall be operated and maintained in accordance with
these terms, reservations, restrictions and conditions.

J. The Grantee shall keep up to date at all times a Port
Facility layout map of the property described herein showing:

(a} the boundaries of the Port Facility and all proposed
additions thereto, and (b) the location of all existing and
proposed port facilities and structures, including all proposed
extensions and reductions of existing port facilities.
K. In the event that any of the aforesaid terms,
reservations, restrictions and conditions are not met, observed,
or complied with by the Grantee, whether caused by the legal
inability of said Grantee to perform any of the obligations
herein set out, or otherwise, the title, right of possession and
all other rights conveyed by this Deed to the Grantee, or any
portion thereof, shall at the option of the Grantor revert to the
Government in its then existing condition sixty {60} days
following the date upon which demand to this effect is made in
writing by Grantor or his successor in function, unless within
said sixty {60) days such default or violation shall have been
cured and all such terms, reservations, restrictions and
conditions shall have been met, observed, or complied with, in
which event said reversion shall not occur and title, right of
possession, and all other rights conveyed hereby, except such, if
any, as shall have previously reverted, shall remain vested in
the Grantee.

L. If the construction of any of the foregoing terms,
reservations, restrictions and conditions recited herein as
provisions or the application of the same as provisions in any
particular instance is held invalid, the particular term,
reservation, restriction or condition in question shall be
construed instead merely as conditions upon the breach of which
the Grantor may exercise its option to cause the title, interest,
right of possession, and all other rights conveyed to the
Grantee, or any portion thereof, to revert to it, and the
application of such term, reservation, restrictions or condition
as provision in any other instance and the construction of the
remainder of such terms, reservations, restrictions and
conditions as provisions shall not be affected thereby.
M. The Grantee shall remain at all times a State, the
District of Columbia, the Commonwealth of Puerto Rico, Guam,
American Samoa, the Virgin Islands, the Trust Territory of the
Pacific Islands, the Commonwealth of the Northern Mariana
Islands, or any political subdivision, municipality, or
instrumentality thereof.
N. The Grantee shall comply at all times with all applicable
provisions of law, including, the Water Resources Development Act
of l990.
0. The Grantee shall not modify, amend or otherwise change
its approved PFRP without the prior written consent of Grantor
and shall implement the PFRP as approved by the Grantor.
P. The Holding Agency, the potential responsible party (PRP)
under Section 120 (h) (3) of the Comprehensive, Environmental

Response, Compensation and Liability Act of 1980, as amended
(CERCLA), warrants that: (1) all remedial action necessary to
protect human health and the environment with respect to any
hazardous substance on the property has been taken and (2) any
additional remedial action found to be necessary after the date
of the conveyance shall be conducted by the PRP, consistent with
statutory obligations. This covenant and warrant does not
include asbestos, PCB's, and lead based paints as noted below.
see Attachment c.

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Q. The PRP reserves the right of access to any and all
portions of the property for purposes of environmental
investigation, remediation or other corrective action and
compliance inspection purposes.
R. The Grantee agrees that in the event, the Grantor
exercises its option to revert all right, title, and interest in
and to any portion of the property to the Disposal Agency, or
Grantee voluntarily returns title to the property in lieu of a
reverter, then the Grantee shall provide protection to, and
maintenance of the property at all times until such time as the
title is actually reverted or returned to and accepted by the
Disposal Agency. Such protection and maintenance shall, at a
minimum, conform to the standards prescribed in 41 CFR Part 10147.4913 in effect as of the date of the conveyance.
s. Grantor expressly reserves from this conveyance all
mineral rights including, but not limited to, oil, gas and coal.
The listing of these minerals shall not cause a doctrine of
ejusdem generis to apply.
T. The Government reserves all right, title, and interest in
and to all property of whatsoever nature not specifically
conveyed, together with right of removal thereof from the Port
Facility within one (1) year from the date of the Deed. During
such period, the Government, its agents, customers, transferees,
and successors shall have the right of ingress to and egress from
the Port Facility for the purposes of using, disposing of by sale
or otherwise, and removing such property.

U. Preservation covenant for Historic Property.
applicable]. See Attachment D.
V.

(Not

Lead-Based Paint and PCB's Conditions.

(1)
Prior to use of any property on the Port Facility by
children under seven (7) years of age, the Grantee shall remove
all lead-based paint hazards and all potential lead-based paint
hazards from the property in accordance with all Federal, state
and local lead-based paint laws and regulations.
(2) The Grantee agrees to indemnify the Government to the
extent allowable under applicable law from any liability arising
by reason of the Grantee's failure to perform the Grantee's

obligations hereunder with respect to the elimination of
immediate lead-based paint health hazards, the prohibition
against the use of lead-paint, and the Grantee's responsibility
for complying with applicable Federal, State and local lead-based
paint laws and regulations. See Attachment C.
(3) The facilities may contain PCB light ballasts. The
Grantee agrees to indemnify the Government to the extent
allowable under applicable law from any liability arising by
reason of the Grantee's failure to perform the Grantee's
obligations hereunder with respect to the elimination of any PCB
health hazards,. and the Grantee's responsibility for complying
with applicable Federal, State and local PCB laws and
regulations.· See Attachment c.

W.

PRESENCE OF ASBESTOS.

The Port Facility may be improved with buildings and facilities
and equipment that may contain asbestos-containing materials.
The Due Diligence Report prepared by westinghouse Hanford
company, dated May 1, 1996 discloses the condition and location
of any known asbestos-containing materials. See Attachment c.
WARNING!
(1) The Grantee is warned that the Port Facility contains
asbestos-containing materials. Unprotected or unregulated
exposure to asbestos in product manufacturing, shipyard, and
building construction workplaces have been associated with
asbestos-related diseases. Both the occupational Safety and
Health Administration {OSHA) and the Environmental Protection
Agency (EPA) regulate asbestos because the potential hazards
associated with exposure to airborne asbestos fibers.
Both OSHA
and EPA have determined that such exposure increases the risk of
asbestos-related diseases, which include certain cancers and
which can result in disability or death.
{2) The Grantee is invited, urged, and cautioned to inspect
the Port Facility prior to entering into this Deed. More
particularly, the Grantee is invited, urged, and cautioned to
inspect the Port Facility as to its asbestos content and
condition and any hazardous or environmental conditions relating
thereto.
The Government shall assist the Grantee in obtaining
any authorization(s) which may be required in order to carry out
any such inspection(s). The Grantee shall be deemed to have
relied solely on its own judgement in assessing the overall
condition of all or any portion of the Port Facility, including
without limitation, any asbestos hazards or concerns.
(3)
No warranties, either expr~ss or implied, are given with
regard to the condition of the Port Facility including, without
limitation, whether the Port Facility does or does not contain
asbestos or is or is not safe for a particular purpose. The
failure of the Grantee to inspect or to be fully informed as to
the condition of all or any portion of the Port Facility shall

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constitute grounds for any claim or demand for adjustment or
by the Grantee from the agreement formed by the
of any Deed(s).

~iib.dr·a~ral

The description of the Port Facility set forth in the
and any other information provided therein with
to the Port Facility is based on the best information
to the Holding Agency and is believed to be correct,
but an error or omission, including but not limited to the
omission of any information available to the Holding Agency or
any other Federal agency, shall not constitute grounds or reason
for non-performance of the agreement formed by the execution of
the oeed(s) or any claim by the Grantee against the Government
including, without limitation, any claim for allowance, refund,
deduction, or payment of any kind.
(5) The Government assumes no liability for damages for
personal injury, illness, disability, or death to the Grantee or
to the Grantee's successors, assigns, employees, invitees,
or any other person subject to the Grantee's control or direction
or to any other person, including members of the general public,
arising from or incident to the purchase, transportation,
removal, handling, use, disposition, or other activity causing or
leading to contact of any kind whatsoever with asbestos on the
Port Facility, whether the Grantee, has or have properly warned
or failed to properly warn the individuals(s) injured.
(6)
The Grantee further agrees that in its .use and occupancy
of the Port Facility it shall comply with all Federal, state, and
local laws relating to asbestos.
~:·

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.

X.

Protection of Wetlands.

[Not applicable]. See Attachment

E.

Y. The Grantee agrees that any construction or alteration is
prohibited unless a determination of no hazard to air navigation
is issued by the Federal Aviation Administration in accordance
with Title 14 CFR Part 77 or under the authority of the Federal
Aviation Act of 1958, as amended. The property lies within the
150-foot horizontal surface of the Richland Airport. See
Attachment F.
Z. The Grantee agrees to maintain, indemnify and hold
harmless the Grantor and the Government from any and all claims,
demands, costs or judgements for damages to persons or property
that may arise from the use of the property by the Grantee,
guests, employees, lessees.
AA. The Grantor on written request from the Grantee may grant
release from any of the terms, reservations, restrictions and
conditions contained in the deed, or the Grantor may release the
Grantee from any terms, restrictions, reservations or conditions
if the Grantor determines that the property so conveyed no longer
serves the purpose for which it was conveyed.

BB. The Grantor shall make reforms, corrections or amendments
to the deed if necessary to correct such deed or to conform such
deed to the requirements of applicable law.

cc. The Government, its successors and assigns reserves the
right of access to those portions of the property (Set forth in
Attachment G) for the purpose of construction, installing,
maintaining, repairing, operating andfor removing utility,
telecommunication or well monitoring equipment over, under,
across and upon the property.

IN WITNESS WHEREOF, the Grantor and Grantee have caused
this to be executed on the /~ay of September 1996.
UNITED STATES OF AMERICA
SECRETARY OF TRANSPORTATION
By: MARITIME ADMINISTRATOR

By:

(Seal)

Secretary
Mari ime Administration

Attest:

By:

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Title:~ ~iY:.-4
CITY OF WASHINGTON

ss:
DISTRICT OF COLUMBIA
I, the undersigned, a Notary Public in and for the
District of Columbia, do hereby certify that J~ c;, .t/eAC!.-UY ,
officially known to me as ~~
, Maritime
Administration, u.s. Departmeni:Oi'Transportation, United States
of America, personally appeared before me in said District, and
executed as Grantor the foregoing Quitclaim Deed, and
acknowledged the same to be hisjher free act and deed in such
official capacity.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this
September 1996.
{SEAL}

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My Commission expires: ~~~Jf

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of

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J..CC:£?TANC3

The Port of Bentc·n does hereby accept this and by such
acceptance agrees to all of the terms and condition thereof.
Executed this
11th day of Septe~ber, 1996.
I

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(Seal)

Robert D. Larson
Title; President, Port of Benton Commi ss; on

Attest:

~1-1--tt);:({:,

B¥;
Tl.tle:

A. Ben Bennett

Executive Director

I, Tom Cowan
, acting as attc:-rney for the ?crt of Benton
herein referred to .::s the 11 G:rar.t.ee, u do hereby certify: That
I

have examined the foregoing :;.nd tJ1e proceedings taken by the

Grantee relating thereto, ar.od find that the acceptance thereof

by the Grantee has bean duly authorized and that the execution
thereof is in all respects clue and proper and in accordance
with the laws of the State of Washington, and further
that, in my opinion, ti::e Quitclaim Deed constitutes a legal and
binding ccmpliar,ce obligation of the Grar.tee in accordance
with the te~s thereof.
Dated at Richland, WA ___ this

__llj;h

3y:

day of Septel:l!:>er, 1996.

L/Amuw 0 >&~

'i'itle:

Port of Benton Counsel