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HomeMy WebLinkAboutReg 2004-07-19 Item 8A - Purchase - 14224 Tukwila International Boulevard with Northfield Ventures (Car Wash Property) COUNCIL AGENDA SYNOPSIS Initials ITEM NO. Z 1 Meeting Date I Prepared by 1 Mayor's review 1 Council review I I ay j 1 7/19/04 I ARD 1 JL I y I I I tans 1 1 1 1 I O CAS Number: 04-103 I Original Agenda Date: 7/19/04 Agenda Item Title: Northfield Car Wash nurchase and sale of property for new car wash Original Sponsor: Council Admin. X Timeline: Approve at July 19, 2004 meeting Sponsor's Summary: Northfield Car Wash as part of the planned Tukwila Village project is ready for purchase. See Staff Report Recommendations: Sponsor: Approve as submitted Committee: Finance Safety scheduled for July 19, 2004 Administration: Approve as submitted I Cost Impact (if known): $830,000 II Fund Source (if known): 302 Fund (See Staff Report) Meetinz Date 1 Action 7/19/04 Meeting Date 1 Attachments 7/19/04 Staff Report from Finance Director date July 13, 2004 7/19/04 Draft Contract between City and Andy Berg, dba Northfield Car Wash To: Mayor & City Council From: Alan R. Doerschel (~ ~-~ Date: July 13, 2004 Subject: Northfield Car Wash Purchase The final draft, approved by Andy Berg and his attorney, as well as our City Attorney is now presented to the Mayor and Council for approval. The financial purchase package is what we offered ($830,000) several months ago. The key elements of the purchase are: · City will pay $230,000 towards purchase upon contract signing. An additional $600,000 will be paid when the permit is issued for the new car wash. See Page 2 of the agreement for additional detail * Northfield will have 15 months to vacate current site after signing of agreement. After the City Council authorizes the Mayor to sign the purchase agreement due diligence as stated in the agreement will commence. There is funding in the Facilities Fund - 302 for this purchase. However, the planned revenue fi.om development is not expected in 2004 and a cash flow shortage will appear in the Planning Mddel until there is a developer agreement. DRAFT 06/16/04 PROPERTY EXCHANGE AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into as of this day of , 2004 by and between the City of Tukwila, a municipal corporation, ("City"), and Northfield Ventures, LLC ("Northfield"). RECITALS A. The City is the owner 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 thc 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 ("Northficld Property"). C. The City had determined that the Northfield Property is necessary and will be used for a public purpose. 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 fc, r ............... e~L.j.the value of the City Property and the additional funds constituting iust compensation for the Northfield Pr6perty. 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, Northfield agrees to convey the Northfield Property to the City by Statutory Warranty Deed upon closing, as described herein ("Closing"). As just compensation for the Northfield Property and in consideration for Northfield'§ 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 Eight Hundred Thirty Thousand Dollars ($830,000.00) to be payable as follows: · - A. $230,000 shall be paid at Closing. B. $600,000 shall be paid upon issuance of the construction permit for a new car wash facility to be built by Northfield on the City Property. C:\TEMP~lorthfieldPropertyExchange06160412].doc Page 1 of 14 3. Tax C~. Neither party makes any representations or warranties, express or implied, regarding the actual tax consequences of the property exchange. 4. Operation of Existing Carwash. 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 Closing. Northfield will indemnify the City as described in Paragraph 10 hereof. The City and Northfield acknowledge that the right granted to Northfield by this paragraph is a valuable right'and is consistent with providing just compensation for the Northfield Property. 5. 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 a new car wash facility (the "New Car Wash") within a period not to exceed fifteen months from the date 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, and if the City has not yet paid the $600,000 amount identified under Paragraph 2 (b), then the City will pay Northfield $945,000.00 all cash. In the event that the City has already paid the $600,000 identified under Paragraph 2(b), then City will pay Northfield $345,000.00 all cash. Such payment will be in lieu of the payment described in Paragraph 2(B) above and shall constitute, with prior payments and other consideiation described herein, just compensation for the Northfield Property. 6. 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"), describing the City Property, listing Northfield as the prospective named insured and showing Eight Hundred Thirty Thousand Dollars ($830,000.00) as the policy amount. (b) Review of City 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: C:\TEMP',NorthfieldPropertyExchange06160412].doc Page 2 of 14 i) City shall have ten (10) days from 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. 7. Condition of Title - Northfield Property. (a) Northfield Property Title Commitment. Northfield shall, at City's expense per page 8, section (iii) as soon as practicable, cause to be furnished to City a commitment for an owner's standard coverage policy of title insurance ("Northfield 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 paragraph X(b) shall govern the removal thereof. With regard to items to which City objects, the following shall apply: 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; ii) If Northfield does not agree to remove such unpermitted exceptions, the City may, within ten (10) days, waive and withdraw its objections. If Northfield agrees to remove such objections, N~ orthfield shall use all reasonable efforts to cure such objections by the date of closing. If Northfield 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. C:\TEMPkNorthfieldPropertyExchange06160412].doc 'Page 3 of 14 8. Conditions Precedent. The parties' obligations under this Agreement and the effectiveness of this Agreement shall be subject to the following conditions precedent: (a) Inspection Contingency. This Agreement is conditioned on an inspection report of the 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 Northfields's choice 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 Buyer 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 3 days thereafter Buyer 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, inspecting, 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 bond in lieu of the lien. (b) Financing. 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 of any fees charged 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 is unwilling to accept the substitute collateral this Agreement shall be null and void and of no further fome and effect. 9. Indemnity. During the period of time after Closing, but before 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 arising from or out of North field's operation of the Existing Car Wash. C:\TEMPXNorthfieldPropertyExchange06160412].doc Page 4 of 14 With respect to the operation of the Existing Car wash, and as to claims against the City, its officers, agents and employees, Northfield 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 paragraph 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. I 10. 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 have 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, title, size, zoning, thereof, the uses which can be made of the same or the fitness of any thereof for any particular purpose of 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. Co) 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, guaranties, promises, statements, inducements, representations, or information pertaining to the Northfield Property or any part thereof, the physical condition, title, size, zoning thereof, the uses which can be made of the same or the fitness of any 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 thereof furnished by Northfield or any other broker, employee, agent, -consultant or other person representing or purportedly representing Northfield. 11. Hazardous Materials. C:\TEMP~iorthfieldPropertyExchange061604 [2].doc Page 5 of 14 (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 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's and attorneys' fees) incurred by City arising out of or related to Northfield's breach of this paragraph. Northfield further agrees to submit copies of all materials currently in its possession regarding any testing of the Northfield Property for hazardous materials. 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 CiD's ownership of the City Property) used for the storage or disposal of any toxic or hazardous waste, material or substance, and no 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's and attorneys' fees) incurred by Northfield arising out of or related to City's breach of this paragraph. City further agrees to submit copie~ of all materials currently in his possession regarding any testing of the City Property for hazardous materials. Such materials shall be supplied to both Northfield and 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 contamination, 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. 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 off site. In the event such fill is unacceptable as fill material or otherwise inappropriate for C:\TEMP'~Noffiu%ldPropertyExchange061604 [2].doc Page 6 of 14 use on the City Property in the possession of Northfield, the City shall pay for any necessary and appropriate removal or other disposition. 12. Closing (a) Time and Place for Closing. Within thirty (30) days after the date that all of the conditions precedent set forth in Sections 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) City shall deliver to Northfield the following: (A) A Statutory Warranty Deed duly executed and acknowledged by City conveying the City Property to Northfield. (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 Thousand Dollars ($830,000.00) and containing no exceptions other than the Northfield Permitted Exceptions. (C) A non-Foreign Affidavit duly executed and acknowledged by City. (ii) 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 9 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. (C) A non-Foreign Affidavit duly executed and acknowledged by Northfield. (c) Events After Closing (A) Within fifteen months of the date of this agreement, Northfield shall cease operation of the Existing Car Wash and vacate the Northfield Property (B) Upon the issuance of the construction permit for the New Car Wash, the City shall pay $600,000.00 to Northfield. In the event that a New Car Wash is not constructed as described in Paragraph 5, and within thirty (30) C:\TEMF~NorthfieldPropertyExchange061604 [2] .doe Page 7 of 14 days of receipt of written notice from Northfield of its' intention not to construct the New Car Wash, .if the City has not yet paid the $600,000 amount identified under Paragraph 2 (b), then the City will pay Northfield $945,000.00 all cash. In the event that the City has already paid the $600,000 identified under Paragraph 2(b), then City will pay Northfield $345,000.00 all cash. Such payment will be in lieu of the payment described in Paragraph 2(B) above and shall constitute, with prior payments and other consideration described herein, just compensation for the Northfield Property. (c) 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) Attorneys' 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 related to the City Property together with the environmental costs. (d) Prorations. Real estate taxes, installments of current year special assessments (if and to the extent they are approved exceptions), utility charges and other operating income (including, without limitation, rent due under the Northfield Option) 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, furnish each other and the Title Company with all information necessary to compute the prorations provided for in this Section. 13. Signage. City agrees that it shall issue a permit to Northfield, 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 thirty-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 C:\TEMP'~lorthfieldPropertyExchange06160412] .doc Page 8 of 14 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. 14. 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. 15. Attorneys' Fees. If it shall be necessary for any party hereto to employ an attomey to enforce its fights pursuant to this Agreement because of the default of another party, the non-defaulting party shall be entitled to recover fi.om the defaulting party or parties all costs, including reasonable attorneys' fees, incurred in connection with such default. 16. Brokera e.g~_QCommission. 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 parties from and against any claims or liability attributable to such party's breach of the foregoing representation and warranty. 17. 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 (3) 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: TO CITY: 6300 Southcenter Blvd. Tukwila, WA 98188 Attn: City Clerk 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 C:\TEMPXNorthfieldPropertyExchange061604[2].doe Page 9 of 14 With a copy to: Kokie Adams Purcell &Adams 4211 Alderwood Mall Blvd. Suite 202 Lynnwood, WA 98036 18. Govemin~Venue'. The laws of the State of Washington shall gnvem the validity, enforcement, and interpretation of this Agreement. Any dispute or cause of action under this Agreement shall be resolved in a court of competent subject matter jurisdiction in King County Superior Court, State of Washington. 19. Mutual A.~reement. 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. 20. 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 aghinst whom enforcement of the modification or waiver is sought. 21. Counterpart Execution. This Agreement may be 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. 22. 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 enforceability of all other provisions of this Agreement and all other applications of any such provision shall not be affected thereby. 23. 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. No party may assign its rights hereunder witho.ut the written consent of the other parties, which consent will not be unreasonably withheld. For purposes of this --Agreement, a party's refusal to consent to 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. C:\TEMP'~NorthfieldPropertyExchange061604 [2] .doc Page 10 of 14 24. Assignment. No party may assign their rights, obligations or interests in this Agreement. 25. Care of Property Pending Closing. From the date of this Agreement until Closing, 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). 26. Restrictive Covenant. City and its heirs, personal representatives, successors and assigns agree that a restrictive covenant, in the form attached as Exhibit" "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. 27. 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. CITY OF TUKWlLA By: Steven M. Mullet, Mayor Approved as to Form: By: Shelley M. Kerslake, City Attorney NORTHFIELD VENTURES, LLC: By: Andrew Berg, its C:\TEMPXNorthfieldPropertyExchange061604 [2] .doc Page 11 of 14 EXHIBIT A City Property LEGAL DESCRXPTION: THAT PORTION OF LOTS 8, 27 AND 28 IN 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 18°28'40" EAST ALONG THE EASTERLY LINE OF SAID ROAD 126.43 FEET TO THE TRUE POINT OF BEGI3~llNG 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 00°33'50'' WEST ALONG THE EAST LINE OF LOTS 27 AND 8, A DISTANCE OF 220.39 FEET; THENCE NORTH 89°44'10'' WEST 114.60 FEET TO THE EAST LINE OF STATE ROAD NO. 1; THENCE ON SAXD EAST LINE SOUTH 18°28'40'' 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 LR,~E OF STATE ROAD NO. 1 (HIGHWAY 99); · THENCE NORTH 18°28'40" EAST, ALONG THE EASTERLY LINE OF SAID ROAD, 126.43 FEET TO POSIT WHICH IS ON THE NORTH LI~N~E 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 00033'50" WEST, ALONG THE EAST LINE OF LOT 27, A -DISTANCE OF 55,89 FEET TO TH TRUE POINT OF BEGINNING; THENCE NORTH 00033'50'' 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 C:\TEMP~qorthfieldPropertyExchange06160412] ,doc Page 12 of 14 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 KING, STATE OF WASHINGTON. C:\TEMPklqorthfieldPropertyExchange061604 [2].doc Page 13 of 14 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 1,031 FEET OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, 1N 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. C:\TEMP~qorthfieldPropertyExchange061604 [2].doc Page 14 of 14