HomeMy WebLinkAboutReg 2004-09-07 Item 6 - Purchase - Property Exchange Agreement with Northfield Car Wash for $880,000 COUNCIL AGENDA SYNOPSIS
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`=ITEM INFORMATION
I CAS NUMBER: 04-115 (Ref 04 -103) I ORIGINALAGENDADATE: 7/19/04
AGENDA ITEM TITLE Northfield Carwash Purchase (Exchange)
Property location: 14224 Pacific Highway S.
CATEGORY El Discussion Motion Resolution Ordinance ❑Bid Award Public Hearing Other
Mtg Date 8/9/04 Mtg Date 9/7/04 mg Date Mtg Date Mtg Date Mtg Date Mtg Date
SPONSOR Council Mayor Adm Svcs DCD Finance Fire Legal PdyR Poldce PTY/
SPONSOR'S Authorize the Mayor to sign the Northfield Carwash Purchase Agreement. The agreement
SUMMARY includes purchase of the Northfield property for approximately $880,000 ($830,000
purchase price plus approximately $50,000 in other costs). Also the Newporter property,
owned by the City, will be transferred to the seller.
REVIEWED BY n COW Mtg. 8 -9 -04 CA &P Cmte F &S Cmte Transportation Cmte
Utilities Cmte Arts Comm. Parks Comm. Planning Comm.
DATE: 8/2/04
RECOMMENDATIONS:
SPONSOR /ADMIN. Review draft agreement and Northfield's comments.
COMMPITEE Forward to 7/19 COW.
F llsat. E)ND'S,,OU 2CE
EXPENDITURE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED
$880,000 $880,000 $n /a
Fund Source: WILL BE EVENTUALLY PAID BACK WHEN TUKWILA VILLAGE PHASE I IS BEGUN.
Comments:
T TT ®i TE �i� RECORD' F COIJNCIG AG'TION g-g
7/19/04 Removed from COW agenda.
8/9/04 Discussion at COW: Consensus existed to forward to 09 -07 -04 meeting for action.
Ate DATE S 4it th' 3 ...ATTACHMENTS
8/09/04 Staff report dated 3uly 29, 2004
Proposed changes to the draft agreement from Northfield's attorney
F&S committee minutes dated 8/2/04
09 04 Informational memorandum dated 08 -31 -04
Property Exchange Agreement -final format.
To: Mayor & City Council
From: Alan R. Doerschel
Date: August 31, 2004
Subject: Northfield Car Wash Purchase/Transfer
The final Property Exchange Agreement between the City and Andy Berg
(Northfield Car Wash) is ready for approval by the City Council.
The only change from the last draft submitted to the City Council is
found on page 2 of the 16-page agreement. The schedule of payments is
now $380,000 upon closing, $270,000 upon issuance of construction
permit and $ 180,000 after commencement of construction. Previously,
the installments were $230,000, $420,000 and $180,000 respectively.
This change was made necessary because of the Northfield's Bank equity
requirements.
The limit of $4,000 for bank fees relating to the property equity exchange
remains the same amount.
With these final changes the City Administration and Andy Berg are
ready to sign the agreement and begin the due diligence phase.
PROPERTY EXCHANGE AGREEMENT
THIS AGREEMENT ("Agreement") ~s made and entered into as of this
day of ., 2004 by and between the City of
Tukwila, a municipal corporation ("City" or."the City"), and Northfield Ventures, LLC
("Northfield").
RECITALS
A. The City is the owne~ of certain real property commonly known as 14840 Pacific
Highway South in the City of Tukwila, King County, Washington, legally described in
Exhibit A attached hereto and incorporated herein by this reference ("City Property").
B. Northfield is the owner of certain real property commonly known as 14224 Pacific
Highway South in the City of Tukwila, King County, Washington, legally described in
Exhibit B attached hereto and incorporated herein by this reference ("Northfield
Property").
C. The City has determined that the Northfield Property is necessary to its
development of Tukwila Village, a project that has been determined to be a public
project. Under threat of condemnation pursuant to RCW 81.112, the City and Northfield
agree that Northfield will deed the Northfield Property to the City in exchange for the
City Property and payment of additional funds, the value of the City Property and the
additional funds constituting just compensation for the Northfield Property.
AGREEMENT
The parties hereto agree as follows:
1. Recitals Incorporated. The above recitals are incorporated herein as part of the
substantive terms of this Agreement.
2. Property Exchange and Consideration. Under threat of condemnation, Norttffield
agrees to convey the Northfield Property to the City by Statutory Warranty Deed upon
Closing, as set forth in Section 13 of this Agreement. As just compensation for the
Northfield Property and in consideration for NoVdhtield's agreement to establish a new car
wash facility in Tukwila, the City agrees to convey the City Property to Northfield by
Statutory Warranty Deed at Closing and shall pay Northfield in accordance with Section 5
of this Agreement.
3. Tax Consequences. Neither party makes any representations or warranties,
express or implied, regarding the actual tax consequences of the property exchange.
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4. Operation of Existing Car Wash. The City and Northfield intend to allow
Northfield to continue operating the existing car wash facility ("Existing Car Wash")
located upon the Northfield Property at its sole risk for a period up to, but not to exceed,
fifteen months from the execution of this Agreement. This period may be extended by
mutual agreement of the parties. In the event the new car wash facility ("the New Car
Wash") is completed ahead of schedule, Northfield shall vacate the Northfield Property
within ten days of completion of the New C~r Wash. Northfield will indemnify the City
as described in Section 10 hereof. The City and Northfield acknowledge that the fight
granted to Northfield by this Section is a valuable right and is consistent with providing
just compensation for the Northfield Property.
5. Payments.
(a) $380,000.00 shall be paid to Northfield by the City upon Closing.
Co) $270,000.00 shall be paid to Northfield by the City upon issuance of the
construction permit for a new car wash facility to be built by Northfield on the City
Property.
(c) $180,000.00 shall be paid to Northfield by the City 90 days after
commencement of construction by Northfield of the new car wash facility on the City
Property.
6. Time for Development of New Car Wash. The City and Northfield intend to
transfer the City Property to Northfield as a location for the development and construction
of the "New Car Wash" within a period not to exceed fifteen months from the date of
execution of this Agreement. In the event that the New Car Wash is not under
construction by such date, Northfield shall deliver title to the City Property to the City,
free and clear of any liens or encumbrances arising since Closing, and Northfield shall
vacate the City Property. Upon such delivery of title, Northfield shall be paid $945,000
in cash, less any monies paid by the City after Closing, provided that any monetary liens
may be paid from the proceeds paid to Northfield by the City. Should the City Property
not be delivered to the City free and clear of any liens Or encumbrances, no payment shall
be due Northfield. Such payment shall constitute, with prior payments and other
consideratiOfi described herein, just compensation for the Northfield Property.
7. Condition of Title - City Property.
(a) City Property Title Commitment. The City shall, as soon as practicable, cause
to be furnished to Northfield a commitment for an owner's standard coverage policy of
title insurance ("City Property Title Commitment") issued through a title company
mutually approved by Northfield and the City (''Title Company"), descfib-ing the City
Property, listing Northfield as the prospective named insured, and showing Eight
Hundred Thirty Thousand Dollars ($830,000.00) as the policy amount.
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(b) Review of Cit~ Property Title Commitment. Northfield shall have until ten
(10) days after receipt of the City Property Title Commitment in which to notify City of
any objections Northfield has to any matters shown or referred to in the City Property
Title Commitment. Except as expressly set forth herein, any exceptions or other items
which are set forth in the City Property Title Commitment to which Northfield does not
object within the 10-day review period shall be deemed to be permitted exceptions
("Northfield Permitted Exceptions"). Building, zoning, subdivision or use restrictions
applicable to the City Property shall be considered Northfield Permitted Exceptions.
With regard to items to which Northfield objects, the following shall apply:
(i) City shall have ten (10) days f~om receipt of Northfield's objections to
notify Northfield whether it agrees to remove the unpermitted exceptions set forth in
Northfield's objections;
(ii) If City does not agree to remove such unpermitted exceptions, Northfield
may, within ten (10) days, waive and withdraw its objections.
If the City agrees to remove such objections, the City shall use all reasonable
efforts to cure such objections by the date of Closing. If the City is unable to cure such
objections by the date of Closing, Northfield may, as Northfield's sole remedy, waive the
objections not cured and proceed to Closing or terminate this Agreement by notice to the
City.
8. Condition of Title - Northfield Property.
(a) Northfield ProperS' Title Commitment. Northfield shall, at City's expense
pursuant to Section 13(b)(ii)(B), as soon as practicable, cause to be furnished to City a
commitment for an owner's standard coverage policy of title insurance ('2qorthfield
Property Title Commitment') issued through the Title Company, describing the
Northfield Property, listing City as the prospective named insured, and showing One
Million Four Hundred Thousand Dollars ($1,400,000.00) as the policy amount.
(b) Review of Northfield Property Title Commitment. City shall have until ten
(10) days after receipt of the Northfield Property Title Commitment in which to notify
Northfield of any objections City has to any matters shown or referred to in the Northfield
Property Title Commitment. Except as expressly set forth herein, any exceptions or other
items which are set forth in the Northfield Property Title Commitment to which City does
not object within the 10-day review period shall be deemed to be permitted exceptions
("City Permitted Exceptions"). Building, zoning, subdivision or use restrictions
applicable to the Northfield Property shall be considered City Permitted Exceptions.
Northfield's existing Frontier Bank lien shall not be considered a City Permitted
Exception and Section 9(b) shall govern the removal thereof. With regard to items to
which City objects, the following shall apply:
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(i) Northfield shall have ten (10) days from receipt of City's objections to
notify the City whether it agrees to remove the unpermitted exceptions set forth in the
City's objections; and
(ii) If Northfield does not agree to remove such unpermitted exceptions, the
City may, within ten (10) days, waive and wit.hdraw its objections.
IfNorthfield agrees to remove such objections, Northfield shall use all reasonable
efforts to cure such objections by the date of Closing. IfNorthfield is unable to cure such
objections by the date of closing, City may, as City's sole remedy, waive the objections
not cured and proceed to closing or terminate this Agreement by notice to Northfield.
9. Conditions Precedent. The parties' obligations under this Agreement and the
effectiveness of this Agreement shall be subject to the following conditions preeedent:
(a) Inspection Contingency. This Agreemem is conditioned on an inspection
report of the City Property. Within twenty (20) days of the mutual acceptance of this
Agreement, Northfield shall arrange an inspection of the City Property. The inspection
report shall be prepared by a professional inspector of Northfield's choice approved by
the City and at Northfield's expense. Northfield may disapprove the inspection report on
the basis of any condition identified in the inspection report that the inspector
recommends be corrected. This contingency shall conclusively be deemed satisfied
unless, within twenty (20) days after execution hereof, City receives from Northfield
notice of disapproval identifying the condition(s) contained in the inspection report to
which Northfield objects, and a copy of the inspection report. If City does not agree in
writing to correct the condition(s) identified by Northfield, then within three days
thereafter Northfield may elect to terminate this Agreement, in which event this
Agreement shall be null and void and of no further force and effect.
City hereby grants to Northfield and its agents, employees, and independent
contractors right of entry onto the City Property to make such soil tests and such other
investigation as Northfield may deem reasonably necessary; provided, however, that such
investigation shall not cause any damage to the City Property. Northfield shall hold City
harmless from and against any and all liabilities incurred by Northfield by reason of
damage to persons or property arising from the negligent or intentional acts or omissions
of Northfield or its agents on the City Property. Furthermore, Northfield shall not permit
any lien to be placed on the City Property by any person hired by Northfield for the
purpose of examining, ~nspecting, or surveying the City Property. If any such lien or
~ other charge of any kind is placed on the City Property, Northfield shall promptly
discharge it by paying the amount claimed or posting a b~ond in lieu of the lien.
(b) Financing Contingency. Northfield currently holds title to the Northfield
Property subject to an underlying Frontier Bank loan secured by a first deed of trust. This
Agreement is contingent upon Frontier Bank's acceptance of the City Property as
substitute collateral on that above-mentioned loan. City shall be responsible for payment
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of fees charged, not to exceed $4,000.00, to Northfield by Frontier Bank as a result of
said substitution of collateral. Furthermore, if Frontier Bank requires a standard lender's
policy of title insurance, the City shall pay costs associated with obtaining that policy. In
the event Frontier Bank is unwilling to accept the substitute collateral, this Agreement
shall be null and void and of no further rome and effect.
10. Indemnity. During the period of ~ime after Closing, until Northfield ceases
operations of the Existing Car Wash, Northfield covenants and agrees to indemnify,
defend, and hold harmless the City, its officers, agents, and employees from and against
any and all claims, actions, damages, liabilities, costs and expenses, including reasonable
attorneys' fees in connection with or occasioned, in whole or in part, by any act or
omission musing from or out of Northfield's operation of the Existing Car Wash.
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With respect to the operation of the Existing Car Wash, and as to claims against the
City, its officers, agents, and employees, Northfi¢ld waives its immunity under Title 51 of
the Revised Code of Washington for injuries to its employees and agrees that the
obligation to indemnify, defend, and hold harmless provided for in this Section extends to
any claim brought by or on behalf of any employee of Northfield.
The parties mutually negotiated this waiver. This indemnity provision shall not apply
in the event any acts or omissions of the City were the sole cause of any such damage or
injury. To the extent any of the damages referenced herein were caused by or resulted
from the concurrent negligence of the City, its agents, or employees, and Northfield, its
officers, agents, and employees, this obligation to indemnify, defend and hold harmless is
valid and enforceable only to the extent of the negligence of Northfield, its officers,
agents, and employees.
11. Disclosure.
(a) City Property Disclosure. Northfield acknowledges that, except as expressly
set forth in this Agreement, neither City nor any agent or representative or purported
agent or representative of City has made, and City is not liable for or bound in any
manner by, express or implied warranties, guaranties, promises, statements, inducements,
representations, or information pertaining to the City Property or any part thereof, the
physical condition, rifle, size, zoning, thereof, the uses which can be made of the same or
the fitness of any part thereof for any particular purpose or any other matter or thing with
respect thereto, except that City warrants that the City Property is properly zoned for use
as a car wash facility. Without limiting the foregoing, Northfield acknowledges and
agrees that City is not liable for or bound by (and Northfield has not relied upon) any oral
or written statements, representations, or any other information respecting the City
Property or any portion thereof furnished by City or any other broker, employee, agent,
consultant, or other person representing or purportedly representing City.
(b) Northfield Property Disclosure. City acknowledges that, except as expressly
set forth in this Agreement, neither Northfield nor any agent or representative or
purported agent or representative of Northfield has made, and Northfield is not liable for
or bound in any manner by, express or implied warranties, ~uaranties, promises,
statements, 'inducements, representations, or information pertaining to the Northfield
Property or any part thereof, the physical condition, rifle, s~ze, zoning thereof, the uses
which can be made of the same or the fitness of any part thereof for any particular
purpose or any other matter or thing with respect thereto. Without limiting the foregoing,
City acknowledges and agrees that Northfield is not liable for or bound by (and City has
not relied upon) any oral or written statements, representations, or any other information
respecting the Northfield Property or any portion therebf furnished by Northfield or any
other broker, employee, agent, consultant or other person representing or purportedly
representing Northfield.
12. Hazardous Materials.
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(a) Northfield Property Hazardous Materials. Northfield hereby represents and
warrants to City that the Northfield Property is not and has not been, during the period of
Northfield's ownership of the Northfield Property, used for the storage or disposal of any
toxic or hazardous waste, material, or substance, except to the extent of substances used
in the ordinary course of a car wash business, and that no known hazardous materials or
substances exist on the Northfield Property. ' Northfield hereby agrees to indemnify and
hold City harmless from any and all loss, damage, liability, and expense (including
reasonable consultant and attorneys' fees) incurred by City arising out of or related to
Northfield's breach of this Section. Northfield further agrees to submit copies of all
materials currently in its possession regarding any testing of the Northfield Property for
hazardous materials to City.
Additionally, Northfield shall, at City's option and expense and within twenty-one
(21) days of the signing of this Agreement, provide the City with a Level One
Environmental Report. If such report shows any reasonable possibility of environmental
contamination, Northfield shall, at City's option and expense and within forty-two (42)
days of the signing of this Agreement, provide City with a Level Two Environmental
Report. If the Level Two report shows any reasonable possibility of environmental
contamination, all of the parties agree that City may terminate this Agreement with no
penalty by written notice to all parties not later than fifty-seven (57) days after signing the
Agreement.
(b) City Property Hazardous Materials. Except as referenced in any reports
provided by City, City hereby represents and warrants to Northfield that the City Property
is not and has not been (during the period of City's ownership of the City Property) used
for the storage or disposal of any toxic or hazardous waste, material, or substance, and no
known hazardous materials or substances exist on the City Property. City hereby agrees
to indemnify and hold Northfield harmless from any and all loss, damage, liability, and
expense (including reasonable consultant and attorneys' fees) incurred by Northfield
arising out of or related to City's breach of this Section. City further agrees to submit
copies of all materials currently in its possession regarding any testing of the City
Property for hazardous materials. Such materials' shall be supplied to Northfield
immediately upon signing this Agreement.
City shall, at City's expense and within twenty-one (21) days of the signing of this
Agreement, provide Northfield with a Level One Environmental Report. If such report
shows any reasonable possibility of environmental contamination, City shall, at City's
expense and within forty-two (42) days of the signing of this Agreement, provide
Northfield with a Level Two Environmental Report. If the Level Two report shows any
reasonable possibility of environmental contaminatiofi, all of the parties agree that
Northfield may terminate this Agreement with no penalty by written notice to all parties
not later than fifty-seven (57) days after signing the Agreement.
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Additionally, City acknowledges that City has allowed contractors working on the
City right-of-way adjacent to the City Property to fill the City Property with material from
offsite. In the event such fill is unacceptable as fill material for use on the City Property
in the possession of Northfield for a car wash at the time of development, or otherwise
inappropriate due to contamination, the City shall pay for any removal or other
disposition. This determination will be made. by a third party consultant, approved and
paid for by the City.
13. Closing.
(a) Time and Place for Closing. Within thirty (30) days after the date that all of
the conditions precedent set forth in Section 9 above have been satisfied (or such other
date as the parties may agree), the closing ("Closing") shall take place.
(b) Events at Closing.
(i) At Closing, City shall deliver to Northfield the following:
(A) A Statutory Warranty Deed duly executed and acknowledged by City
conveying the City Property to North field;
(B) A standard coverage policy of Title Insurance issued by the Title
Company conforming to the requirements of Section 8 above insuring
Northfield's title in the amount of Eight Hundred Thirty Thousand Dollars
($830,000.00) and containing no exceptions other than the Northfield
Permitted Exceptions; and
(C) A Non-Foreign Affidavit duly executed and acknowledged by City.
(ii) At Closing, Northfield shall deliver to City the following:
(A) A Statutory Warranty Deed duly executed and acknowledged by
Northfield conveying the Northfield Property to City;
(B) A standard coverage policy of Title Insurance issued by the Title
Company conforming to the requirements of Section 8 above insuring
City's title in the amount of one Million Four Hundred Thousand Dollars
($1,400,000.00) and containing no exceptions other than the City
Permitted Exceptions; and
(C) A Non-Foreign Affidavit duly executed and acknowledged by
Northfield.
(c) Events After Closing.
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(i) Within fifteen months of the date of execution of this Agreement,
Northfield shall cease operation of the Existing Car Wash and vacate the Northfield
Property.
(ii) Payments will be made pursuant to the schedule set forth in Section 5 of
this Agreement.
(d) Expenses. The expenses associated with the above transactions shall be
allocated among the parties as follows:
(i) Escrow Fees. City shall pay all escrow fees charged by the Title Company.
(ii) Attomeys' Fees. Subject to Section 16 below, each party shall pay its
own attorneys' fees.
(iii) Costs. Except as otherwise excluded or limited elsewhere herein, City
shall pay for all transaction costs related to the property exchange, including but not
limited to, premiums for the Policies of Title Insurance, Real Estate Excise Taxes, and the
recording fees for the Statutory Warranty Deeds. City shall pay for all such costs together
with the environmental costs.
(e) Prorations. Real estate taxes, installments of current year special assessments
(if and to the extent they are approved exceptions), utility charges, and other operating
~ncome or expenses applicable to the City Property and the Northfield Property shall be
prorated up to and including the date of Closing, based upon the actual days involved. To
the extent that the amounts of such charges, expenses, and income referred to in this
Section are unavailable at the Closing date or in the event of prorations made on the basis
of erroneous information or clerical errors, a readjustment of these items shall be made
within thirty (30) days after Closing or as soon as practical after discovery of any
erroneous information or clerical error. After Closing, City shall be responsible for all
expenses related to the Northfield Property and Northfield shall be responsible for all
expenses related to the City Property; provided that, Northfield shall be responsible for all
expenses associated with the operation of the Existing Car Wash. City and Northfield
shall, on or before Closing, finnish each other and the Title Company with all information
necessary to'compute the prorations provided for in this Section.
14. Signage. City agrees that it shall issue a permit to Northfteld, at Northfield's
option, to display a sign on the west side of the premises stating that the Northfield car
wash has moved to a new location for a period of 30 days after close of the Existing Car
Wash. This 30-day period may be extended by mutual agreement. The maximum sign
area allowed is 50 square feet per side and a total of 100 square feet for both sides. The
sign must be set back from property lines a distance at least equal to the overall height of
the sign.. The sign shall meet all other sign code regulations. The signage shall be
constructed, maintained, and removed at Northfield's expense.
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15. Default. Any party hereto shall be in default hereunder if such party shall fail to
comply with any term, covenant, agreement, or obligation on its part required, within the
time limits and in the manner required in this Agreement. In the event of a default
hereunder, the non-defaulting party or parties shall be entitled to pursue all remedies
available at law or in equity, including, but not limited to, specific performance.
16. Attorneys' Fees. If it shall be necessary for any party hereto to employ an
attorney to enforce its rights pursuant to this Agreement because of the default of another
party, the non-defaulting party shall be entitled to recover from the defaulting party or
parties all costs, including reasonable attorneys' fees, incurred in connection with such
default.
17. Brokerage Commission. Each party hereto represents and warrants that it has not
dealt with or engaged any real estate broker in connection with the above transactions.
Each party agrees to indemnify, defend, and hold harmless the other party from and
against any claims or liability attributable to such party's breach of the foregoing
representation and warranty.
18. Notices. All notices, demands, requests, and other communications required or
permitted hereunder shall be in writing and shall be deemed delivered on the earlier of(i)
three days after posting of registered or certified mail, addressed to the addressee at its
address set forth below or at such other address as such party may have specified
theretofore by notice delivered in accordance with this Section, or (ii) actual receipt by
the addressee, as follows:
TO CITY:
City of Tukwila
Attn: City Clerk
6200 Southcenter Blvd.
Tukwila, WA 98188
With a copy to:
Ms. Shelley Kerslake, Esq.
Kenyon Disend, PLLC
11 Front St. So.
Issaquah, WA 98027
TO NORTHFIELD:
P.O, Box 68016
Seattle, WA 98168
With a copy to:
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Kokie Adams
Purcell & Adams
4211 Alderwood Mall Blvd. Suite 202
Lyrmwood, WA 98036
19. Governing Law; Venue· The laws (~f the State of Washington shall govern the
validity, enforcement, and interpretation of this Agreement. Any dispute or cause of
action under this Agreement shall be resolved in King County Superior Court, State of
Washington.
20. Mutual Agreement. Both parties agree that this Agreement has been mutually
negotiated and drafted with the advice of legal counsel and that in the event of a dispute
arising out of this Agreement, neither party shall be construed as the drafting party.
21. Integration; Modification; Waiver. This Agreement constitutes the complete and
final expression of the agreement of the parties with respect to the herein described
transactions, and supersedes all previous contracts, agreements, and understandings of the
parties, either oral or written. This Agreement cannot be modified, or any of the terms
hereof waived, except by an instrument in writing (referring specifically to this
Agreement) executed by the party against whom enforcement of the modification or
waiver is sought.
22. Counterpart Execution. This Agreement maybe executed in several counterparts,
each of which shall be fully effective as an original and all of which together shall
constitute one and the same instrument.
23. Invalid Provisions. If any one or more of the provisions of this Agreement, or the
applicability of any such provision to a specific situation, shall be held invalid or
unenforceable, such provision shall be modified to the minimum extent necessary to
make it or its application valid and enforceable, and the validity and enfomeability of all
other provisions of this Agreement and all other applications of any such provision shall
not be affected thereby.
24. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
each party hereto, and their respective heirs, personal representatives, successors, and
assigns.
25. Assignment. No pm'ty may assign its rights hereunder without the written
consent of the other party, which consent shall not be unreasonably withheld. For
purposes of this Agreement, a party's refusal to consent ~o a proposed assignment shall be
deemed reasonable if such assignment would cause any of the above transactions not to
qualify as exchanges pursuant to Section 1031 of the Internal Revenue Code, as amended.
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26. Care of Property Pending Cessation of Car Wash Facility. From the date of this
Agreement until the cessation of operation as a car wash, Northfield shall continue
routine maintenance of the Northfield Property, but shall not be obligated to make
significant capital expenditures or improvements (except as specifically required
hereunder).
27. Restrictive Covenant. City and its heirs, personal representatives, successors, and
assigns agree that a restrictive covenant, in the form attached as Exhibit C, shall be
recorded upon title to the Northfield Property after Closing prohibiting any car wash, or
related style or type of business, to be operated on the Northfield Property.
28. Authority. City warrants that the City Council of the City has lawfully approved
this Agreement and has authorized its Mayor to execute this Agreement and lawfully bind
the City to its terms. Northfield warrants that its shareholders, executive officers, and
directors are fully authorized to enter into this Agreement and lawfully bind Northfield to
its terms.
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CITY OF TUKWILA
By:
Steven M. Mullet, Mayor
Approved as to Form:
By:
Shelley M. Kerslake, City Attorney
NORTHFIELD VENTURES, LLC:
By: Andrew Berg, its
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EXHIBIT A
City Property
LEGAL DESCRIPTION:
THAT PORTION OF LOTS 8, 27 AND 28 Ilq BLOCK 2 OF FIRST ADDITION TO
ADAM'S HOME TRACTS, AS PER PLAT RECORDED IN VOLUME 12 OF PLATS,
PAGE 50, RECORDS OF KING COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF SOUTH
150TH STREET AND THE EASTERLY LINE OF STATE ROAD NO. 1;
THENCE NORTH 18o28'40TM EAST ALONG THE EASTERLY LINE OF SAID
ROAD 126.43 FEET TO THE TRUE POINT OF BEGINNING WHICH IS ON
THE NORTH LINE OF THE SOUTH 120 FEET OF SAID LOTS 27 AND 28
AS MEASURED ALONG THE EASTERLY LINE THEREOF;
' THENCE SOUTH 89°44'10" EAST ALONG SAID NORTH LINE 190.31 FEET
TO A POINT ON THE EAST LINE OF LOT 27 AND WHICH IS 120 FEET
NORTH OF THE SOUTHEAST CORNER THEREOF;
THENCE NORTH 00o33'50" WEST ALONG THE EAST LINE OF LOTS 27
AND 8, A DISTANCE OF 220.39 FEET;
THENCE NORTH 89o44, 10" WEST 114.60 FEET TO THE EAST LINE OF
STATE ROAD NO. 1;
THENCE ON SAID EAST LINE SOUTH 18o28'40" WEST 232 FEET TO THE
TRUE POINT OF BEGINNING;
THAT PORTION OF LOT 26 IN BLOCK 2 OF SAID PLAT, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF SOUTH
150TH STREET AND THE EAST LINE OF STATE ROAD NO. 1 (HIGHWAY 99);
THENCE NORTH 18o28'40" EAST, ALONG THE EASTERLY LINE OF SAID
ROAD, 126:43 FEET TO POINT WHICH IS ON THE NORTH LINE OF THE
SOUTH 120 FEET OF SAID LOTS 27 AND 28 AS MEASURED ALONG THE
EASTERLY LINE THEREOF;
THENCE SOUTH 89°44'10" EAST, ALONG SAID NORTH LINE, 190.31
FEET TO A POINT ON THE EAST LINE OF LOT 27 AND WHICH IS 120
FEET NORTH OF THE SOUTHEAST CORNER THEREOF;
THENCE NORTH 00o33'50" WEST, ALONG THE E~ST LINE OF LOT 27, A
DISTANCE OF 55.89 FEET TO TH TRUE POINT OF BEGINNING;
THENCE NORTH 00°33'50" WEST ALONG THE EAST LINE OF LOT 27, A
DISTANCE OF 137.48 FEET TO THE NORTH LINE OF LOT 27;
THENCE EAST 23.30 ALONG THE NORTH LINE OF LOT 26 WHICH LINE
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IS A PROLONGATION OF THE NORTH LINE OF LOT 27;
THENCE SOUTHWEST 139.06 FEET TO THE TRUE POINT OF BEGINNING;
(ALSO KNOWN AS LOT A OF LOT LINE ADJUSTMENT NO. 983059, RECORDED
UNDER RECORDING NO. 8901180986)
SITUATE IN THE CITY OF TUKWlLA, COUNTY OF K1NG, STATE OF
WASHINGTON.
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EXHIBIT B
Northfield Property--Legal Description
PARCEL A:
THAT PORTION OF THE NORTH 185.90 FEET OF THE SOUTH 430.9 FEET OF
THE WEST 505 FEET OF THE EAST 1,D31'FEET OF THE SOUTHEAST QUARTER
OF THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 23 NORTH,
RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON,
LYING EASTERLY OF WASHINGTON STATE HIGHWAY NO. 1.
PARCEL B:
LOT 6, CHERRY LANE, ACCORDING TO THE PLAT THEREOF, RECORDED IN
VOLUME 48 OF PLATS, PAGE 21, IN KING COUNTY, WASHINGTON.
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