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COW 2024-02-26 Item 4C - Purchase and Sale Agreement - Duwamish Hill Preserve with Forterra
COUNCIL AGENDA SYNOPSIS Initials Meeting Date Prepared by Mayor's review Council review 2/26/24 GL 03/04/24 GL ITEM INFORMATION ITEM NO. 4.C. STAFF SPONSOR: MIKE PERFETTI ORIGINAL AGENDA DATE: 02/26/24 AGENDA ITEM TITLE Duwamish Hill Preserve Property Acquisitions CATEGORY ® Discussion Altg Date 02/26/24 Motion Mtn Date 3/4/24 Resolution Altg Date ❑ Ordinance Ite Date Bid Award AI Date ❑ Public Hearing bite Date ❑ Other Altg Date SPONSOR ❑ Council ❑ Mayor ❑ Adntin Svcs ❑ DCD ❑ Finance ❑ Fire ® P&R ❑ Police ® PW SPONSOR'S SUMMARY The Committee is being asked to authorize $125,000 towards the purchase of the properties, to be reimbursed at a later date, authorize signing the assignment of the purchase and sale agreement from Forterra, and assume all the terms and ownership of the two properties, and forward to the February 26 Committee of the Whole meeting for approval. REVIEWED BY ❑ Trans&Infrastructure Svcs ® Community Svcs/Safety ❑ Finance & Governance ❑ Planning & Community Dev. ❑ LTAC ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm. DATE: 02/12/24 COMMITTEE CHAIR: JOVITA MCCONNELL RECOMMENDATIONS: SPONSOR/ADMIN. Department of Parks & Recreation & Public Works COMMITTEE Unanimous Approval; Forward to Committee of the Whole COST IMPACT / FUND SOURCE EXPENDITURE REQUIRED $ AMOUNT BUDGETED $300,000 APPROPRIATION REQUIRED $115,000 Fund Source: CFT GRANT Comments: 02/26/24 03/04/24 MTG. DATE 02/26/24 03/04/24 RECORD OF COUNCIL ACTION ATTACHMENTS Informational Memorandum dated 02/09/24 Purchase and Sale Agreement Transfer Template Document (added after 2/12 CSS Committee) Parcel Map (added after 2/12 CSS Committee) Duwamish Hill Preserve CIP Page Minutes from the 2/12 CSS Committee meeting 33 34 TO: FROM: BY: City of Tukwila Thomas McLeod, Mayor INFORMATIONAL MEMORANDUM Community Services and Safety Committee Pete Mayer, Parks and Recreation Director Mike Perfetti, Public Works, Surface Water Sr. Program Manager CC: Thomas McLeod, Mayor Marty Wine, Interim City Administrator DATE: February 9, 2024 SUBJECT: Duwamish Hill Preserve - Proposed Property Acquisitions ISSUE Authorize the Assignment of a Purchase and Sale Agreement (PSA) from Forterra to the City of Tukwila and acquire ownership of parcels 1023049072 and 3351400005 per the terms of the PSA to expand the Duwamish Hill Preserve. BACKGROUND In 2004, Forterra (formerly Cascade Land Conservancy) and the City, in partnership with Friends of the Hill, purchased what is now the 10.5-acre Duwamish Hill Preserve. In the original park masterplan, the City identified the two subject parcels to be potentially acquired and incorporated into the park. The programming for the parcels has yet to be determined but could be used in relation to the Public Works' Duwamish Hill Preserve Phase 3 CIP, aimed at restoring the shoreline and providing expanded and improved public access to the river. DISCUSSION In 2022, Forterra and Tukwila were awarded a $365,000 Conservation Futures Tax (CFT) program award to acquire the subject two parcels, which were listed for sale at the time the application was submitted, but subsequently sold to another buyer. The subject properties were again listed on the open market in November 2023, and on February 2, 2024, Forterra and the seller signed a Purchase and Sale Agreement for the appraised value of $450,000. The offer has a 45-day contingency period to accommodate a 3rd party appraisal review and environmental assessment. The scheduled closing date is March 18, 2024. FINANCIAL IMPACT The CFT no -match grant award approval will be put forward before the Transportation and Infrastructure Committee on February 26th and Regular Council on March 4th , along with CFT funding for the PW CIP, Nelsen Side Channel Project. On January 18th, the Conservation Futures Advisory Committee approved a supplemental funding request of $220,000, which needs to be formally approved by King County Council and will likely become available in the third quarter of 2024. CFT funds to be deposited into escrow City funds to be deposited into escrow and reimbursed by CFT later in 2024 Purchase and Sale $455,000 Appraisal, Forterra staff time $10,000 Estimated funds needed to close (incl. contingency) $25,000 Total estimated cost $490,000 $365,000 $125,000 35 INFORMATIONAL MEMO Page 2 RECOMMENDATION The Committee is being asked to recommend that the Council: (1) authorize $125,000 to purchase the two properties to expand the Duwamish Hill Preserve, to be reimbursed at a later date; (2) authorize signing the assignment of the Purchase and Sale Agreement from Forterra to the City and assume all the terms and ownership of the two properties, and to forward this recommendation to the February 26 Committee of the Whole meeting for discussion and subsequent March 4 Regular Meeting for approval. ATTACHMENTS Purchase and Sale Agreement Duwamish Hill Preserve CIP Page 36 https://tukwilawa-my.sharepoint.com/personal/kari_sand_tukwilawa_gov/Documents/Attachments/Info Memo_property aquisition.docx A DocuSign Envelope ID: EEBAC8DB-7268-4480-B34F-ED026CAC436D Form 25 Vacant Land PSA Rev. 1/24 Page 1 of 6 1. Date: 2/1/2024 VACANT LAND PURCHASE AND SALE AGREEMENT Specific Terms MLS No.: 2175813 & 2173105 2. Buyer: Forterra NW, a Washington nonprofit Buyer 3. Seller: TCB Homes LLC, a Washington LLC ©Copyright 2024 Northwest Multiple Listing Service ALL RIGHTS RESERVED Offer Expiration Date: 2/6/2024 corporation, and/or assigns Buyer Seller Seller Status 4. Property: Legal Description attached as Exhibit A. Tax Parcel No(s).: 3351400005 1023049072 3912 and 3914 S. 115th St. Address 5. Purchase Price: $ 455000.00 Tukwila City King County WA State 98168 Zip U.S. Dollars 6. Earnest Money: $10000.00 U.S. Dollars; Delivery Date 10 days after mutual acceptance To be held by U Buyer Brokerage Firm; El Closing Agent; El In the form of a Promissory Note (included as an Addendum) 7. Default: (check only one) El Forfeiture of Earnest Money; ❑ Seller's Election of Remedies Ds 8. Title Insurance Company: C lc Old Republic Title & Escrow rittC 9. Closing Agent: lc Old Republic Title & Escrow Sharon Duncan Company Individual (optional) 10. Closing Date: See Addendum 3/18/24 ; Possession Date: El on Closing; ❑ Other 11. Services of Closing Agent for Payment of Utilities: ❑ Requested (attach NWMLS Form 22K); El Waived 12. Charges/Assessments Levied Before but Due After Closing: ❑ assumed by Buyer; m prepaid in full by Seller at Closing 13. Seller Citizenship (FIRPTA): Seller U is; m is not a foreign person for purposes of U.S. income taxation 14. Subdivision: The Property: ❑ must be subdivided before ; 1E1 is not required to be subdivided 15. Feasibility Contingency: C✓1 Expires 45 days after mutual acceptance; ❑ Satisfied/Waived 16. Information Verification Period: m Expires 45 days after mutual acceptance; U Satisfied/Waived 17. Agency Disclosure: Buyer represented by: m Buyer Broker; ❑ Buyer/Listing Broker (limited dual agent); U unrepresented Seller represented by: 0 Listing Broker; ❑ Listing/Buyer Broker (limited dual agent); ❑ unrepresented 18. Buyer Brokerage Firm Compensation: ; U Pay as Offered or m Other — See Addendum $ or % Amount Offered in Listing 19. Addenda: §ee . ttgghed Addenum/Amendment i1�llUtt((t, C,bin.IA,br 8.y88 1 'f3i4E7... 2/5/2024 rAuthentis,GN Date Seller Signature Buyer Signature Date 5101 14th Ave. NW, Suite 200, #307 Buyer Address Seattle, WA 98107 City, State, Zip 2066731118 Buyer Phone No. dleon@forterra.org Buyer E-mail Address Skyline Properties, Inc. Buyer Brokerage Firm David Leon Buyer Broker (Print) Fax No. 7178 MLS Office No. 124668 MLS LAG No. Firm Phone No. Broker Phone No. Firm Fax No. Firm Document E-mail Address Buyer Broker E-mail Address 108325 Buyer Broker DOL License No. 2020 Firm DOL License No. 02/02/24 Date Seller Signature 1425 Broadway #418 Date Seller Address Seattle, Wa 98122 City. State. Zin 310-678-1915 Seller Phone No. tcbhomes206@gmail.com Fax No. Seller E-mail Address RSVP Real Estate -ERA Powered Listing Brokerage Firm Casey Sweeney Listing Broker (Print) 425-519-3619 2065744027 MLS Office No. 116850 MLS LAG No. Firm Phone No. office@rsvpRE.com Broker Phone No. Firm Fax No. Firm Document E-mail Address casey@blvdg.com Listing Broker E-mail Address 132050 24205 Listing Broker DOL License No. Firm DOL License No. 37 DocuSign Envelope ID: EEBAC8DB-7268-4480-B34F-ED026CAC436D Form 25 Vacant Land PSA Rev. 1/24 Page 2 of 6 VACANT LAND PURCHASE AND SALE AGREEMENT General Terms ©Copyright 2024 Northwest Multiple Listing Service ALL RIGHTS RESERVED a. Purchase Price. Buyer shall pay to Seller the Purchase Price, including the Earnest Money, in cash at Closing, unless 1 otherwise specified in this Agreement. Buyer represents that Buyer has sufficient funds to close this sale in accordance 2 with this Agreement and is not relying on any contingent source of funds, including funds from loans, the sale of other 3 property, gifts, retirement, or future earnings, except to the extent otherwise specified in this Agreement. The parties 4 shall use caution when wiring funds to avoid potential wire fraud. Before wiring funds, the party wiring funds shall take 5 steps to confirm any wire instructions via an independently verified phone number and other appropriate measures. 6 b. Earnest Money. Buyer shall deliver the Earnest Money by the Delivery Date listed in Specific Term No. 6 (2 days after 7 mutual acceptance if not filled in) to the party holding the Earnest Money (Buyer Brokerage Firm or Closing Agent). If 8 sent by mail, the Earnest Money must arrive at Buyer Brokerage Firm or Closing Agent by the Delivery Date. If the 9 Earnest Money is held by Buyer Brokerage Firm and is over $10,000.00 it shall be deposited into an interest bearing 10 trust account in Buyer Brokerage Firm's name provided that Buyer completes an IRS Form W-9. Interest, if any, after 11 deduction of bank charges and fees, will be paid to Buyer. Buyer shall reimburse Buyer Brokerage Firm for bank 12 charges and fees in excess of the interest earned, if any. If the Earnest Money held by Buyer Brokerage Firm is over 13 $10,000.00 Buyer has the option to require Buyer Brokerage Firm to deposit the Earnest Money into the Housing Trust 14 Fund Account, with the interest paid to the State Treasurer, if both Seller and Buyer so agree in writing. If Buyer does 15 not complete an IRS Form W-9 before Buyer Brokerage Firm must deposit the Earnest Money or the Earnest Money is 16 $10,000.00 or less, the Earnest Money shall be deposited into the Housing Trust Fund Account. Buyer Brokerage Firm 17 may transfer the Earnest Money to Closing Agent at Closing. If all or part of the Earnest Money is to be refunded to 18 Buyer and any such costs remain unpaid, the Buyer Brokerage Firm or Closing Agent may deduct and pay them 19 therefrom. The parties instruct Closing Agent to provide written verification of receipt of the Earnest Money and notice of 20 dishonor of any check to the parties and Brokers at the addresses and/or fax numbers provided herein. 21 Upon termination of this Agreement, a party or the Closing Agent may deliver a form authorizing the release of Earnest 22 Money to the other party or the parties. The party(s) shall execute such form and deliver the same to the Closing Agent. 23 If either party fails to execute the release form, a party may make a written demand to the Closing Agent for the Earnest 24 Money. Pursuant to RCW 64.04.220, Closing Agent shall deliver notice of the demand to the other party within 15 days. 25 If the other party does not object to the demand within 20 days of Closing Agent's notice, Closing Agent shall disburse 26 the Earnest Money to the party making the demand within 10 days of the expiration of the 20 day period. If Closing 27 Agent timely receives an objection or an inconsistent demand from the other party, Closing Agent shall commence an 28 interpleader action within 60 days of such objection or inconsistent demand, unless the parties provide subsequent 29 consistent instructions to Closing Agent to disburse the earnest money or refrain from commencing an interpleader 30 action for a specified period of time. Pursuant to RCW 4.28.080, the parties consent to service of the summons and 31 complaint for an interpleader action by first class mail, postage prepaid at the party's usual mailing address or the 32 address identified in this Agreement. If the Closing Agent complies with the preceding process, each party shall be 33 deemed to have released Closing Agent from any and all claims or liability related to the disbursal of the Earnest 34 Money. If either party fails to authorize the release of the Earnest Money to the other party when required to do so 35 under this Agreement, that party shall be in breach of this Agreement. For the purposes of this section, the term Closing 36 Agent includes a Buyer Brokerage Firm holding the Earnest Money. The parties authorize the party commencing an 37 interpleader action to deduct up to $750.00 for the costs thereof. The parties acknowledge that RCW 64.04.220 requires 38 the court to award the Closing Agent its reasonable attorneys' fees and costs associated with an interpleader action. 39 c. Condition of Title. Unless otherwise specified in this Agreement, title to the Property shall be marketable at Closing. 40 Thc following shall not cause thc titic to bc unmarketable: rights, reservations, covenants, conditions and restrictions., 41 presently of rccord and general to thc arca; casements and encroachments, not materially affecting thc value of or 42 unduly intcrfcring with Buyer's reasonable use of thc Property; and reserved oil and/or mining rights. Seller shall not 43 convey or reserve any oil and/or mineral rights after mutual acceptance without Buyer's written consent. Monetary 44 encumbrances or liens not assumed by Buyer, shall be paid or discharged by Seller on or before Closing. Title shall be 45 conveyed by a Statutory Warranty Deed. If this Agreement is for conveyance of a buyer's interest in a Real Estate 46 Contract, the Statutory Warranty Deed shall include a buyer's assignment of the contract sufficient to convey after 47 acquired title. If the Property has been short platted, the Short Plat number is in the Legal Description. 48 d. 49 ALTA form of standard form owner's policy of titic insurance from thc Titic Insurance Company. If Seller previously 50 received a prcliminary commitmcnt from a Titic Insurance Company that Buycr declines to use, Buycr shall pay any 51 cancellation fccs owing to thc original Titic Insurance Company. Otherwise, thc party applying for titic insurance shall 52 pay any titic canccllation fcc, in thc event such a fcc is a:sscsccd. Thc Titic Insurance Company shall send a copy of 53 thc prcliminary commitmcnt to Seller, Listing Brokcr, Buycr and Buycr Brokcr. Thc prcliminary commitmcnt, and thc titic 54 55 ,--arid Special Exccptions consistent with thc Condition of Titic h't th p-ovidcd. If titic cannot bc made so insurable prior 56 A-C 2/5/2024 -7 02/02/24 Buyer's Initials Date Buyer's Initials 38 Date Seller's Initials Date Seller's Initials Date DocuSign Envelope ID: EEBAC8DB-7268-4480-B34F-ED026CAC436D Form 25 Vacant Land PSA Rev. 1/24 Page 3 of 6 VACANT LAND PURCHASE AND SALE AGREEMENT General Terms ©Copyright 2024 Northwest Multiple Listing Service ALL RIGHTS RESERVED to thc Closing Date, thcn as Buycr's sole and exclusive remedy, thc Earnest Money shall, unlcss Buycr elects to waive 57 such defects or encumbrances, bc rcfundcd to Buycr, Ic: s any unpaid costs described in this Agrccmcnt, and this 58 Agrccmcnt shall thcrcupon bc terminated. Buycr shall have no right to specific performance or damages as a 59 consequence of Seller's inability to provide insurable title. 60 e. Closing and Possession. This sale shall be closed by the Closing Agent on the Closing Date. "Closing" means the 61 date on which all documents are recorded and the sale proceeds are available to Seller. If the Closing Date falls on a 62 Saturday, Sunday, legal holiday as defined in RCW 1.16.050, or day when the county recording office is closed, the 63 Closing Agent shall close the transaction on the next day that is not a Saturday, Sunday, legal holiday, or day when the 64 county recording office is closed. Buyer shall be entitled to possession at 9:00 p.m. on the Possession Date. Seller shall 65 maintain the Property in its present condition, normal wear and tear excepted, until Buyer is provided possession. Buyer 66 reserves the right to walk through the Property within 5 days of Closing to verify that Seller has maintained the Property 67 as required by this paragraph. Seller shall not enter into or modify existing leases or rental agreements, service 68 contracts, or other agreements affecting the Property which have terms extending beyond Closing without first obtaining 69 Buyer's consent, which shall not be unreasonably withheld. 70 f. Section 1031 Like -Kind Exchange. If either Buyer or Seller intends for this transaction to be a part of a Section 1031 71 like -kind exchange, then the other party shall cooperate in the completion of the like -kind exchange so long as the 72 cooperating party incurs no additional liability in doing so, and so long as any expenses (including attorneys' fees and 73 costs) incurred by the cooperating party that are related only to the exchange are paid or reimbursed to the cooperating 74 party at or prior to Closing. Notwithstanding the Assignment paragraph of this Agreement, any party completing a 75 Section 1031 like -kind exchange may assign this Agreement to its qualified intermediary or any entity set up for the 76 purposes of completing a reverse exchange. 77 Closing Costs and Prorations and Charges and Assessments. Seller and Buyer shall each pay one-half of the 78 escrow fee unless otherwise required by applicable FHA or VA regulations. Taxes for the current year, rent, interest, 79 and lienable homeowner's association dues shall be prorated as of Closing. Buyer shall pay Buyer's loan costs, including 80 credit report, appraisal charge and lender's title insurance, unless provided otherwise in this Agreement. If any payments 81 are delinquent on encumbrances which will remain after Closing, Closing Agent is instructed to pay such delinquencies at 82 Closing from money due, or to be paid by, Seller. Buyer shall pay for remaining fuel in the fuel tank if, prior to Closing, 83 Seller obtains a written statement from the supplier as to the quantity and current price and provides such statement to the 84 Closing Agent. Seller shall pay all utility charges, including unbilled charges. Unless waived in Specific Term No. 11, Seller 85 and Buyer request the services of Closing Agent in disbursing funds necessary to satisfy unpaid utility charges in 86 accordance with RCW 60.80 and Seller shall provide the names and addresses of all utilities providing service to the 87 Property and having lien rights (attach NWMLS Form 22K Identification of Utilities or equivalent). 88 Buyer is advised to verify the existence and amount of any local improvement district, capacity or impact charges or 89 other assessments that may be charged against the Property before or after Closing. Seller will pay such charges that 90 are or become due on or before Closing. Charges levied before Closing, but becoming due after Closing shall be paid 91 as agreed in Specific Term No.12. 92 h. Sale Information. Listing Broker and Buyer Broker are authorized to report this Agreement (including price and all 93 terms) to the Multiple Listing Service that published it and to its members, financing institutions, appraisers, and anyone 94 else related to this sale. Buyer and Seller expressly authorize all Closing Agents, appraisers, title insurance companies, 95 and others related to this Sale, to furnish the Listing Broker and/or Buyer Broker, on request, any and all information 96 and copies of documents concerning this sale. 97 i. Seller Citizenship and FIRPTA. Seller warrants that the identification of Seller's citizenship status for purposes of U.S. 98 income taxation in Specific Term No. 13 is correct. Seller shall execute a certification (NWMLS Form 22E or equivalent) 99 under the Foreign Investment In Real Property Tax Act ("FIRPTA") and provide the certification to the Closing Agent 100 within 10 days of mutual acceptance. If Seller is a foreign person for purposes of U.S. income taxation, and this 101 transaction is not otherwise exempt from FIRPTA, Closing Agent is instructed to withhold and pay the required amount 102 to the Internal Revenue Service. Seller shall pay any fees incurred by Buyer related to such withholding and payment. 103 If Seller fails to provide the FIRPTA certification to the Closing Agent within 10 days of mutual acceptance, Buyer may 104 give notice that Buyer may terminate the Agreement at any time 3 days thereafter (the "Right to Terminate Notice"). If 105 Seller has not earlier provided the FIRPTA certification to the Closing Agent, Buyer may give notice of termination of 106 this Agreement (the "Termination Notice") any time following 3 days after delivery of the Right to Terminate Notice. If 107 Buyer gives the Termination Notice before Seller provides the FIRPTA certification to the Closing Agent, this Agreement 108 gninated and the Earnest Money shall be refunded to Buyer. 109 2/5/2024 C7/)] 02/02/24 Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date g. Buyer's Initials 39 DocuSign Envelope ID: EEBAC8DB-7268-4480-B34F-ED026CAC436D Form 25 Vacant Land PSA Rev. 1/24 Page 4 of 6 J• VACANT LAND PURCHASE AND SALE AGREEMENT General Terms ©Copyright 2024 Northwest Multiple Listing Service ALL RIGHTS RESERVED Notices and Delivery of Documents. Any notice related to this Agreement (including revocations of offers or 110 counteroffers) must be in writing. Notices to Seller must be signed by at least one Buyer and shall be deemed delivered 111 only when the notice is received by Seller, by Listing Broker, or at the licensed office of Listing Broker. Notices to Buyer 112 must be signed by at least one Seller and shall be deemed delivered only when the notice is received by Buyer, by 113 Buyer Broker, or at the licensed office of Buyer Broker. Documents related to this Agreement, such as NWMLS Form 114 17C, Information on Lead -Based Paint and Lead -Based Paint Hazards, Public Offering Statement or Resale Certificate, 115 and all other documents shall be delivered pursuant to this paragraph. Buyer and Seller must keep Buyer Broker and 116 Listing Broker advised of their whereabouts in order to receive prompt notification of receipt of a notice. 117 Facsimile transmission of any notice or document shall constitute delivery. E-mail transmission of any notice or 118 document (or a direct link to such notice or document) shall constitute delivery when: (i) the e-mail is sent to both Buyer 119 Broker and Buyer Brokerage Firm or both Listing Broker and Listing Brokerage Firm at the e-mail addresses specified on 120 page one of this Agreement; (ii) Buyer Broker or Listing Broker provide written acknowledgment of receipt of the e-mail (an 121 automatic e-mail reply does not constitute written acknowledgment); or (iii) if a party is unrepresented, the e-mail is sent 122 directly to the party's e-mail address specified on page one of this Agreement. At the request of either party, or the 123 Closing Agent, the parties will confirm facsimile or e-mail transmitted signatures by signing an original document. 124 k. Computation of Time. Unless otherwise specified in this Agreement, any period of time measured in days and stated in 125 this Agreement shall start on the day following the event commencing the period and shall expire at 9:00 p.m. of the last 126 calendar day of the specified period of time. Except for the Possession Date, if the last day is a Saturday, Sunday or legal 127 holiday as defined in RCW 1.16.050, the specified period of time shall expire on the next day that is not a Saturday, 128 Sunday or legal holiday. Any specified period of 5 days or less, except for any time period relating to the Possession Date, 129 shall not include Saturdays, Sundays or legal holidays. If the parties agree that an event will occur on a specific calendar 130 date, the event shall occur on that date, except for the Closing Date, which, if it falls on a Saturday, Sunday, legal holiday 131 as defined in RCW 1.16.050, or day when the county recording office is closed, shall occur on the next day that is not a 132 Saturday, Sunday, legal holiday, or day when the county recording office is closed. When counting backwards from 133 Closing, any period of time measured in days shall start on the day prior to Closing and if the last day is a Saturday, 134 Sunday or legal holiday as defined in RCW 1.16.050, the specified period of time shall expire on the next day, moving 135 forward, that is not a Saturday, Sunday or legal holiday (e.g. Monday or Tuesday). If the parties agree upon and attach a 136 legal description after this Agreement is signed by the offeree and delivered to the offeror, then for the purposes of 137 computing time, mutual acceptance shall be deemed to be on the date of delivery of an accepted offer or counteroffer to 138 the offeror, rather than on the date the legal description is attached. Time is of the essence of this Agreement. 139 I. Integration and Electronic Signatures. This Agreement constitutes the entire understanding between the parties and supersedes all prior or contemporaneous understandings and representations. No modification of this Agreement shall be effective unless agreed in writing and signed by Buyer and Seller. The parties acknowledge that a signature in electronic form has the same legal effect and validity as a handwritten signature. 140 141 142 143 m. Assignment. Buyer may not assign this Agreement, or Buyer's rights hereunder, without Seller's prior written consent, 144 unless the parties indicate that assignment is permitted by the addition of "and/or assigns" on the line identifying the 145 Buyer on the first page of this Agreement. 146 n. Default. In the event Buyer fails, without legal excuse, to complete the purchase of the Property, then the following 147 provision, as identified in Specific Term No. 7, shall apply: 148 i. Forfeiture of Earnest Money. That portion of the Earnest Money that does not exceed five percent (5%) of the 149 Purchase Price shall be forfeited to the Seller as the sole and exclusive remedy available to Seller for such failure. 150 ii. Seller's Election of Remedies. Seller may, at Seller's option, (a) keep the Earnest Money as liquidated damages 151 as the sole and exclusive remedy available to Seller for such failure, (b) bring suit against Buyer for Seller's actual 152 damages, (c) bring suit to specifically enforce this Agreement and recover any incidental damages, or (d) pursue 153 any other rights or remedies available at law or equity. 154 o. Professional Advice and Attorneys' Fees. Buyer and Seller are advised to seek the counsel of an attorney and a 155 certified public accountant to review the terms of this Agreement. Buyer and Seller shall pay their own fees incurred for 156 such review. However, if Buyer or Seller institutes suit against the other concerning this Agreement, or if the party 157 holding the Earnest Money commences an interpleader action, the prevailing party is entitled to reasonable attorneys' 158 fees and expenses. 159 Offer. This offer must be accepted by 9:00 p.m. on the Offer Expiration Date, unless sooner withdrawn. Acceptance 160 ihay not be effective until a signed copy is received by the other arty, by the other party's broker, or at the licensed 161 W, 2/5/2024 C71 J 02/02/24 p. Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date 40 DocuSign Envelope ID: EEBAC8DB-7268-4480-B34F-ED026CAC436D Form 25 Vacant Land PSA Rev. 1/24 Page 5 of 6 q• VACANT LAND PURCHASE AND SALE AGREEMENT General Terms ©Copyright 2024 Northwest Multiple Listing Service ALL RIGHTS RESERVED office of the other party's broker pursuant to General Term j. If this offer is not so accepted, it shall lapse and any 162 Earnest Money shall be refunded to Buyer. 163 Counteroffer. Any change in the terms presented in an offer or counteroffer, other than the insertion of or change to 164 Seller's name and Seller's warranty of citizenship status, shall be considered a counteroffer. If a party makes a 165 counteroffer, then the other party shall have until 9:00 p.m. on the counteroffer expiration date to accept that 166 counteroffer, unless sooner withdrawn. Acceptance shall not be effective until a signed copy is received by the other 167 party, the other party's broker, or at the licensed office of the other party's broker pursuant to General Term j. If the 168 counteroffer is not so accepted, it shall lapse and any Earnest Money shall be refunded to Buyer. 169 r. Offer and Counteroffer Expiration Date. If no expiration date is specified for an offer/counteroffer, the offer/counteroffer shall expire 2 days after the offer/counteroffer is delivered by the party making the offer/counteroffer, unless sooner withdrawn. 170 171 172 s. Agency Disclosure. Buyer Brokerage Firm, Buyer Brokerage Firm's Designated Broker, Buyer Broker's Branch 173 Manager (if any) and Buyer Broker's Managing Broker (if any) represent the same party that Buyer Broker represents. 174 Listing Brokerage Firm, Listing Brokerage Firm's Designated Broker, Listing Broker's Branch Manager (if any), and 175 Listing Broker's Managing Broker (if any) represent the same party that the Listing Broker represents. All parties 176 acknowledge receipt of the pamphlet entitled "Real Estate Brokerage in Washington." 177 t. Brokerage Firm Compensation. Seller and Buyer shall pay compensation in accordance with any listing or 178 compensation agreement to which they are a party. The Listing Brokerage Firm's compensation shall be paid as 179 specified in the listing agreement. The Buyer Brokerage Firm's compensation offered in the listing shall be paid by Seller 180 as set forth in this Agreement or any Addendum hereto. The compensation offered to the Buyer Brokerage Firm, if any, is 181 set forth in Specific Term No. 18, and if there is any inconsistency between the Buyer Brokerage Firm's compensation 182 offered in the listing and the description of the offered compensation stated in Specific Term No. 18, the terms of the 183 listing shall control. Seller and Buyer hereby consent to Listing Brokerage Firm or Buyer Brokerage Firm receiving 184 compensation from more than one party and to the sharing of compensation between firms. Seller and Buyer hereby 185 assign to Listing Brokerage Firm and Buyer Brokerage Firm, as applicable, a portion of their funds in escrow equal to 186 such compensation and irrevocably instruct the Closing Agent to disburse the compensation directly to the Firm(s). In 187 any action by Listing or Buyer Brokerage Firm to enforce this paragraph, the prevailing party is entitled to court costs 188 and reasonable attorneys' fees. Seller and Buyer agree that the Firms are intended third -party beneficiaries under this 189 Agreement. 190 u. Subdivision. If the Property must be subdivided, Seller represents that there has been preliminary plat approval for the Property and this Agreement is conditioned on the recording of the final plat containing the Property on or before the date specified in Specific Term No. 14. If the final plat is not recorded by such date, this Agreement shall terminate and the Earnest Money shall be refunded to Buyer. 191 192 193 194 v. Feasibility Contingency. Unless satisfied/waived, Buyer shall have the time period set forth in Specific Term No. 15 to 195 verify the suitability of the Property for Buyer's intended use, including whether the Property can be platted, developed 196 and/or built on (now or in the future) and what it will cost to do so. Buyer should not rely on any oral statements 197 concerning this made by Seller, Listing Broker or Buyer Broker. Buyer should inquire at the city or county, and water, 198 sewer or other special districts in which the Property is located. Buyer's inquiry should include, but not be limited to: 199 building or development moratoriums applicable to or being considered for the Property; any special building 200 requirements, including setbacks, height limits or restrictions on where buildings may be constructed on the Property; 201 whether the Property is affected by a flood zone, wetlands, shorelands or other environmentally sensitive areas; road, 202 school, fire and any other growth mitigation or impact fees that must be paid; the procedure and length of time 203 necessary to obtain plat approval and/or a building permit; sufficient water, sewer and utility and any service connection 204 charges; and all other charges that must be paid. Buyer and Buyer's agents, representatives, consultants, architects 204 and engineers shall have the right, from time to time during and after the feasibility contingency, to enter onto the 206 Property and to conduct any tests or studies that Buyer may need to ascertain the condition and suitability of the 207 Property for Buyer's intended purpose. Buyer shall restore the Property and all improvements on the Property to the 208 same condition they were in prior to the inspection. Buyer shall be responsible for all damages resulting from any 209 inspection of the Property performed on Buyer's behalf. Seller shall cooperate with Buyer in obtaining permits or other 210 approvals Buyer may reasonably require for Buyer's intended use of the Property; provided that Seller shall not be 211 required to incur any liability or expenses in doing so. If Buyer does not give notice of disapproval on or before the time 212 period set forth in Specific Term No. 15, this feasibility contingency shall conclusively be deemed satisfied. If Buyer 213 gives timely notice of disapproval, then this Agreement shall terminate and the Earnest Money shall be refunded to 214 rBaver. The Feasibility Contingency Addendum (NWMLS Form,,,, 5F , if included in the Agreement, supersedes the 215 ptsibility Contingency in Specific Term No. 15 and this Gener 1 Te�m v. 216 2/5/2024 / 02/02/24 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date 41 DocuSign Envelope ID: EEBAC8DB-7268-4480-B34F-ED026CAC436D Form 25 Vacant Land PSA Rev. 1/24 Page 6 of 6 VACANT LAND PURCHASE AND SALE AGREEMENT General Terms ©Copyright 2024 Northwest Multiple Listing Service ALL RIGHTS RESERVED w. Information Verification Period. Unless satisfied/waived, Buyer shall have the time period set forth in Specific Term 217 No.16 (10 days after mutual acceptance if not filled in) to verify all information provided from Seller or Listing Brokerage 218 Firm related to the Property. This contingency shall be deemed satisfied unless Buyer gives notice identifying the 219 materially inaccurate information within the time period set forth in Specific Term No. 16. If Buyer gives timely notice 220 under this section, then this Agreement shall terminate and the Earnest Money shall be refunded to Buyer. 221 x. Property Condition Disclaimer. Buyer and Seller agree, that except as provided in this Agreement, all representations 272 and information regarding the Property and the transaction are solely from Seller or Buyer, and not from any Broker. 223 The parties acknowledge that the Brokers are not responsible for assuring that the parties perform their obligations 224 under this Agreement and that none of the Brokers has agreed to independently investigate or confirm any matter 225 related to this transaction except as stated in this Agreement, or in a separate writing signed by such Broker. In 226 addition, Brokers do not guarantee the value, quality or condition of the Property and some properties may contain 227 building materials, including siding, roofing, ceiling, insulation, electrical, and plumbing, that have been the subject of 228 lawsuits and/or governmental inquiry because of possible defects or health hazards. Some properties may have other 229 defects arising after construction, such as drainage, leakage, pest, rot and mold problems. In addition, some properties 230 may contain soil or other contamination that is not readily apparent and may be hazardous. Brokers do not have the 231 expertise to identify or assess defective or hazardous products, materials, or conditions. Buyer is urged to use due 232 diligence to inspect the Property to Buyer's satisfaction and to retain inspectors qualified to identify the presence of 232 defective or hazardous materials and conditions and evaluate the Property as there may be defects and hazards that 234 may only be revealed by careful inspection. Buyer is advised to investigate whether the Property is suitable for Buyer's 235 intended use and to ensure the water supply is sufficient to meet Buyer's needs. Buyer is advised to investigate the cost 236 of insurance for the Property, including, but not limited to homeowner's, fire, flood, earthquake, landslide, and other 237 available coverage. Buyer acknowledges that local ordinances may restrict short term rentals of the Property. Brokers 238 may assist the parties with locating and selecting third -party service providers, such as inspectors or contractors, but 239 Brokers cannot guarantee or be responsible for the services provided by those third parties. The parties shall exercise 240 their own judgment and due diligence regarding third -party service providers. 241 y Fair Housing. Seller and Buyer acknowledge that local, state, and federal fair housing laws prohibit discrimination based on sex, marital status, sexual orientation, gender identity, race, creed, color, religion, caste, national origin, citizenship or immigration status, families with children status, familial status, honorably discharged veteran or military status, the presence of any sensory, mental, or physical disability, or the use of a support or service animal by a person with a disability. FDS AAL 2/5/2024 /1 , 02/02/24 242 243 244 245 246 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date 42 a DocuSign Envelope ID: EEBAC8DB-7268-4480-B34F-ED026CAC436D ADDENDUM/AMENDMENT TO PURCHASE AND SALE AGREEMENT The following is part of the Purchase and Sale Agreement dated February 1, 2024 between Forterra NW ("Buyer") and TCB Homes LLC ("Seller") concerning 3912 and 3914 S. 115th St., Tukwila, WA 98168. IT IS HEREBY AGREED AS FOLLOWS: EXHIBIT A: LEGAL DESCRIPTION OF PROPERTY PARCEL A: Lot 1 and the West 3 feet of Lot A, Block 20, C.D. Hillman's Meadow Gardens Addition to City of Seattle, Division No. 3, according to the plat thereof recorded in Volume 12 of Plats, page 86, records of King County, WA. PARCEL B: That portion of Government Lot 2, Section 10, Township 23 North, Range 4 East, W.M., in King County, Washington, described as follows: Beginning at the Southwest corner of Lot 1, Block 20, C.D. HILLMAN'S MEADOW GARDENS ADDITION TO THE CITY OF SEATTLE, DIVISION NO. 3, as per Plat recorded in Volume 12 of Plats, page 86, in King County, Washington; THENCE Northerly along the West line of said Lot 1, a distance of 100 feet, THENCE North 86°15'00" West, a distance of 100 feet; THENCE Southerly to the North right-of-way margin of South 115th Street; THENCE Easterly along said margin, 100 feet, more or less, to said Southwest corner of Lot 1, and the True Point of Beginning; (ALSO KNOWN AS Lot B of King County Lot Line Adjustment No. 985024, recorded under Recording No. 8510170346). EXHIBIT B: FORM OF EARNEST MONEY NOTE PROMISSORY NOTE $10,000.00 Seattle, Washington , 2024 FOR VALUE RECEIVED, the undersigned promises to pay TCB HOMES LLC ("Seller"), and to deliver such payment to Escrow Holder (upon the terms set forth in the Purchase and Sale Agreement dated February 1, 2024, between Seller and the undersigned as Buyer ("Agreement")), the sum of TEN THOUSAND DOLLARS ($10,000.00) with no interest thereon, DS rAltt 2/5/2024 Seller Initials: Date / /24 Buyer �1n I 02/02/24 J Buyer's Initials: Date / /24 Seller 43 a DocuSign Envelope ID: EEBAC8DB-7268-4480-B34F-ED026CAC436D payable concurrently with, and only upon, satisfaction of the Feasibility Contingency (as that term is defined in the Agreement). FORTERRA NW By: Its: ADDITIONAL PROVISIONS A. Feasibility Contingency and Earnest Money: in addition to the matters set forth in Paragraph v of the Agreement, Buyer will determine whether sufficient funding is available for acquiring the Property. If Buyer determines that it will require additional time to confirm funding, Buyer may, by notice to Seller given prior to the end of the 45-day period, extend the Feasibility Contingency period by up to an additional 30 days, as specified in the notice. If and when the Feasibility Contingency is satisfied, Buyer shall deliver funds to the Closing Agent in the amount of and in place of the Earnest Money Note, which funds shall then be the Earnest Money. B. REET: Seller to pay real estate excise tax. C. Title Matters: Title shall be insurable by a ALTA Owner's Standard Coverage Policy in the amount of the Purchase Price (the "Title Policy"), subject only to the Permitted Exceptions (as defined below). Seller shall satisfy all requirements of the Title Company in connection with issuance of the Title Policy in accordance with the Commitment (as that term is defined below). Within 15 days after mutual acceptance, Seller shall obtain and deliver to Buyer a current title insurance commitment issued by the Title Company, showing title to the Property as vested in Seller and committing to insure such title in Buyer by the issuance of the Title Policy. The commitment (or one or more updates thereto) (collectively, the "Commitment") shall also commit the Title Company to issue such policy endorsements as reasonably required by Buyer. Buyer shall have 15 days after receipt of the Commitment to notify Seller in writing (a "Title Objection Notice") of any objection Buyer in its sole discretion may have to any matter of record shown on the Commitment (the "Title Objections"). General taxes and assessments, but not special assessments, due after Closing, and those matters of record disclosed in the Commitment that Buyer does not disapprove constitute permitted exceptions ("Permitted Exceptions"). Seller shall have five (5) Business Days from its receipt of a Title Objection Notice to notify Buyer in writing whether Seller commits to cause the Title Objections to be removed or insured against at Closing. If Seller does not commit to remove or provide insurance against any Title Objection, Buyer's sole remedy shall be to either: a. proceed with this transaction and, subject to any other conditions or requirements provided for in this Agreement, purchase the Property, and any Title Objections that Seller has not committed to remove or insure over shall be considered Permitted Exceptions; or b. elect not to proceed to purchase the Property and terminate this Agreement, by giving c-DS Seller written notice of such election within 10 days after receiving Seller's response ALC to the Title Objection Notice, in which case this Agree A ent shall terminate, the Earnest 2/5/2024 71 J 02/02/24 Seller Initials: Date / /24 J Buyer's Initials: Date / /24 Buyer Seller 44 a DocuSign Envelope ID: EEBAC8DB-7268-4480-B34F-ED026CAC436D Money shall be returned to Buyer and neither Seller nor Buyer shall have any further rights or obligations under this Agreement. Notwithstanding any provision above, the following are not considered Permitted Exceptions and must be removed by Seller at or prior to Closing: (i) liens and security interests securing loans obtained by Seller; (ii) any other monetary liens or security interests; and (iii) all taxes and assessments due and payable for or applicable to any period prior to the Closing. D. Environmental Matters: Seller represents and warrants to Buyer that it has not, and prior to Closing will have not, used, generated, manufactured, produced, stored, released, discharged or disposed of, on, under, above or about the Property (or off -site of the Property that might affect the Property) or transported to or from the Property, any Hazardous Substance or allowed any other person or entity to do so. Seller has no knowledge, nor has Seller observed any questionable practice or conduct (including with respect to the acts or omissions of any prior owner of the Property) indicating, that any Hazardous Substance has been used, generated, manufactured, produced, stored, released, discharged or disposed of on, under or above the Property (or off -site of the Property that might affect the Property) or transported to or from the Property by any entity, firm or person, or from any source whatsoever. The term "Hazardous Substance" includes, without limitation (i) those substances included within the definitions of "hazardous substances", "hazardous materials", "toxic substances", "hazardous wastes" or "solid waste" in any Environmental Law; (ii) petroleum products and petroleum byproducts; (iii) polychlorinated biphenyls; and (iv) chlorinated solvents. The term "Environmental Law" includes any federal, state, municipal or local law, statute, ordinance, regulation, order or rule pertaining to health, industrial hygiene, environmental conditions or hazardous substances. E. Indemnity: Seller shall pay, protect, defend, indemnify and hold Buyer and its successors and assigns harmless from and against any and all loss, liability, damage and expense suffered or incurred by reason of: (i) the breach of any representation, warranty or agreement of Seller set forth in this Agreement; (ii) the ownership, maintenance, and/or operation of the Property by Seller prior to Closing; or (iii) any injuries to persons or property from any cause occasioned in whole or in part by any acts or omissions of the Seller, its representatives, employees, contractor or suppliers that occurred before Closing. Seller shall defend any claim covered by this indemnity using counsel reasonably acceptable to Buyer. F. Donation in Lieu of Commission: In lieu of paying 2.5% Buyer broker commission, at Closing, Seller will make a donation to Forterra NW, which is a 501(c)(3) organization, equal to 2.5% of the Purchase Price. G. Closing Date: The closing date shall be on a date to be agreed by Buyer and Seller but in any event within 30 days after the ffas liilty,contigency is satisfied. 02/02/24 Date: Seller Signature Doc''uSig''n/Ied by: iftit,i o�3t,����,,, Buyer Signature DS �-c g Date: 2/5/2024 2/5/2024 rA,... n 02/02/24 Seller Initials: Date / /24 '. Buyer's Initials: Date / /24 Buyer Seller 45 46 DRAFT: FEBRUARY 7, 2024 ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT, dated as of the day of , 2024, by and between FORTERRA NW, a Washington nonprofit corporation ("Forterra"), and the CITY OF TUKWILA, a political subdivision of the State of Washington ("City"), each a "Party" and collectively the "Parties." WHEREAS, Forterra and TCB Homes LLC, a Washington limited liability company ("Seller"), have entered into that certain Vacant Land Purchase and Sale Agreement, dated February 1, 2024 and mutually accepted on February 5, 2024, a copy of which is attached hereto as Exhibit A (the "Purchase Agreement", the terms of which are incorporated herein by this reference); and WHEREAS, all terms defined in the Purchase Agreement shall have the same meaning herein as therein provided, unless the context otherwise requires; and WHEREAS, Forterra desires to assign to the City, and the City desires to accept, all of Forterra's right, title and interest in and to the Purchase Agreement. NOW THEREFORE, in consideration of the premises above and other good and valuable consideration, the Parties agree as follows: 1. Assignment and Assumption. Effective on the Assignment Effective Date, as defined below, and otherwise subject to the terms of this Assignment, Forterra hereby assigns to the City all of Forterra's right, title and interest in and to the Purchase Agreement, and the City agrees assumes all of Forterra's obligations under the Purchase Agreement. 2. Title Contingency. Paragraph C of the Additional Provisions included in the Addendum/Amendment to Purchase and Sale Agreement ("Addendum") specifies a procedure for review of the Commitment. Forterra agrees to include in the Title Objection Notice sent to the Seller those objections as specified by the City. Furthermore, if the Seller thereafter refuses to cause the objections to be removed or insured against, Forterra will exercise its rights under such paragraph only after first getting the consent of the City. If the City directs Forterra to terminate the Purchase Agreement under said Paragraph C, then this Assignment shall also terminate in which event neither Party shall have any further rights or obligations hereunder. 3. Feasibility Contingency. Paragraph (v) of the Purchase Agreement provides for a 45-day Feasibility Contingency period, subject to extension by Forterra under Paragraph A of the Addendum for up to an additional 30 days. Forterra has entered into an agreement with McAlister GeoScience, Incorporated for a Phase I environmental assessment of the Property ("Phase I Report") and will share the Phase I Report with the City when Forterra receives it. Forterra has also provided the City with a copy of the appraisal prepared by SH&H, dated December 20, 2023, that Forterra had obtained for the Property, which Forterra will arrange to be reviewed by Kidder Matthews (collectively, the "Appraisal"). Forterra does not intend to undertake any other studies, investigations or other due diligence with respect to the Property. 1 47 DRAFT: FEBRUARY 7, 2024 The City, however, may at its own expense, do such studies, investigations and other due diligence as it determines is appropriate. Any decision to extend the Feasibility Contingency period, give a notice of disapproval or waive the Feasibility Contingency shall only be made by Forterra after receiving the prior consent of the City. If a notice of disapproval is given, this Assignment shall terminate and the Parties shall have no further rights or obligations hereunder. The date on which Forterra waives the Feasibility Contingency is referred to as the "Assignment Effective Date." On the Assignment Effective Date, Forterra shall notify the Seller of the assignment to the City of its right, title and interest in and to the Purchase Agreement. 4. Earnest Money. If Forterra waives the Feasibility Contingency as above provided, the City shall have the obligation to provide to the Closing Agent the Earnest Money funds referred to in Paragraph A of the Addendum, whereupon the Earnest Money note shall be returned to Forterra. 5. No Amendments. Forterra may not agree to any amendment of the Purchase Agreement without the prior consent of the City. 6. City to Act in a Timely Manner; City Employees With Authority. The City agrees to advise Forterra of its position on title and Feasibility Contingency matters on a timely basis so that Forterra can exercise its rights under the Purchase Agreement. The City agrees that the following City employees are authorized to provide direction, approvals and/or consents to Forterra under this Assignment: 7. Donation. The right of Forterra to receive the donation specified in Paragraph F of the Addendum is not being assigned to the City under this Assignment, it being agreed that if Closing occurs, that donation shall still be made to Forterra by the Seller. 8. King County. The Parties acknowledge that a significant portion of the funding for the purchase of the Property is being provided by King County. A portion of the funding will be used by Forterra to pay for the Phase I Report, the Appraisal, Forterra staff time and other expenses incurred by Forterra with respect to the purchase of the Property. The Parties shall work together to ensure that the remainder of the funding will be available to the City for the purchase of the Property. If King County has refused to approve the use of the funding by the City prior to the expiration of the Feasibility Contingency period, as such may be extended, Forterra shall give a notice of disapproval to the Seller under paragraph (v) of the Purchase Agreement whereupon this Assignment shall terminate and the Parties shall have no further rights or obligations hereunder. 9. Representations of Forterra. Forterra hereby represents and warrants that the document attached hereto as Exhibit A is a true and correct copy of the Purchase Agreement, together with all addenda and amendments thereto, and that as of the date hereof, the Purchase Agreement is in full force and effect, without default by either party thereto, and that there have been no modifications or revisions to the Purchase Agreement not reflected in the attached Exhibit A. Except as above provided, Forterra makes no representations or warranties 48 DRAFT: FEBRUARY 7, 2024 to the City of any nature whatsoever with respect to the Purchase Agreement or the Property, it being agreed that the assignment by Forterra pursuant to this Assignment is without recourse against Forterra and further that the City assumes all risks of any nature whatsoever with respect to the Property including, without limitation, as to the condition thereof and/or the presence of Hazardous Substances thereon. 10. City to Release and Hold Forterra Harmless. The City hereby releases, and agrees to defend, indemnify and hold Forterra harmless from all claims, damages, losses, costs, liabilities or expenses of any nature whatsoever arising from or related to the City's acquisition of the Property. 11. Further Action. Each Party shall take whatever further action is necessary to effectuate the transactions contemplated by this Assignment. 12. Entire Agreement. This Assignment contains the entire understanding between the Parties and supersedes any prior understandings and agreements between them respecting the subject matter hereof. There are no other representations, agreements, arrangements or understandings, oral or written, between and among the Parties hereto or any of them, relating to the subject matter of this Assignment. 13. Successors. The terms of this Assignment shall be binding upon and inure to the benefit of and be enforceable by and against the successors and assigns of the Parties hereto. No Party shall be entitled to assign its rights or delegate its obligations hereunder without the other Party's prior written consent. If such consent is given, such assignment shall not relieve the assigning Party of its obligations hereunder. 14. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of Washington. 15. Severability. Should any one or more of the provisions of this Assignment be determined to be invalid, unlawful or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby and the Parties shall endeavor to replace the unlawful or unenforceable provision with one that is lawful and enforceable and that gives the fullest effect to the intent of the parties expressed herein. 16. Waiver. No waiver of any of the provisions of this Assignment shall be deemed, or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any waiver of any other provision constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver. 17. Attorneys' Fees. In the event of litigation or other proceedings involving the Parties to enforce any provision of this Assignment, to enforce any remedy available upon default under this Assignment, or seeking a declaration of the rights of either Party under this Assignment, the 3 49 DRAFT: FEBRUARY 7, 2024 substantially prevailing Party shall be entitled to recover from the other such reasonable attorneys' fees and costs as may be actually incurred, including its costs and fees on appeal. IN WITNESS WHEREOF, authorized representatives of the Parties have executed this Assignment effective for the term set forth above. FORTERRA NW CITY OF TUKWILA By: By: Name: Name: Title: Title: Date: Date: 50 ArcGIS Web Map S 112th St Duwarr+sh Hill Preserve Duwamish River 743 ft s 112th St S 113th St S 113th St S114thSI • 2/15/2024, 8:06:08 AM Parcels C31 City Limits Buildings Addresses (Tukwila) 1:4,514 0 0.03 0.05 I I I + / 0 0.04 0.08 0.1 mi 0.16 km City of Tukwila, King County, Sources: Esri, Airbus DS, USGS, NGA, NASA, CGIAR, N Robinson, NCEAS, NLS, OS, NMA, Geodatastyrelsen, Tukwila Technology Services I City of Tukwila, King County I King County I Esri Community Maps Contributors, City of Seattle, King County, WA State Parks GIS, © OpenStreetMap, Web AppBuilder for ArcGIS Microsoft, Esri, TomTom, Garmin, SafeGraph, GeoTechnologies, Inc, METI/NASA, 52 CITY OF TUKWILA CAPITAL PROJECT SUMMARY 2023 to 2028 PROJECT: Duwamish Hill Preserve Phase III Project No. 92241203 DESCRIPTION: JUSTIFICATION: STATUS: MAINT. IMPACT: COMMENT: The park master plan calls for moving a portion of S. 115th Street landward to improve shallow water habitat, water quality and enjoyment of the shoreline. This project is described in the Duwamish Hill Preserve Park Master Plan and is listed as Project DUW-63 in the WRIA 9 Salmon Habitat Plan (2021) In 2022, a section of shoreline eroded into the river, creating cracks in the gravel road shoulder. Residents have complained about issues and activities related to vehicles parking along the shoreline. Responses to shorline erosion, roadway shoulder maintenance and clean-up are expected to decrease. Some passive park and roadway element improvements may be expected to increase maintenance (TBD). Consideration being given to omitting parking along the shoreline gravel shoulder. Staff will seek grants to help support this project. FINANCIAL Through Estimated (in $000's) 2021 2022 2023 2024 2025 2026 2027 2028 BEYOND TOTAL EXPENSES Design Land (R/W) Maint./Monitoring Const. Mgmt. Construction TOTAL EXPENSES 20 300 50 370 0 600 600 0 0 600 4,000 4,600 0 620 300 600 4,050 5,570 FUND SOURCES Awarded Grant Proposed Grant Mitigation Actual Mitigation Expected Utility Revenue TOTAL SOURCES 300 70 370 0 400 200 600 0 0 4,300 300 4,600 0 0 5,000 0 0 570 5,570 2023 - 2028 Capital Improvement Program ® ,M 91 53 54 City of Tukwila City Council Community Services & Safety Committee Meeting Minutes February 12, 2024- 5:30 p.m. Councilmembers Present: Staff Present: - Hybrid Meeting; Hazelnut Conference Room & MS Teams Jovita McConnell, Chair; De'Sean Quinn, Hannah Hedrick Eric Dreyer, Eric Lund, Laurel Humphrey, Kris Kelly, Mike Perfetti, Brandon Miles Chair McConnell called the meeting to order at 5:30 p.m. I. BUSINESS AGENDA A. Contract Amendment: Specialized Police Intelligence Development Resource (SPIDR) Staff is seeking Council approval of a contract amendment with Versaterm to extend the service through December 31, 2024 for an additional $18,380.09. Committee Recommendation: Unanimous approval. Forward to February 26, 2024 Special Meeting Consent Agenda. Councilmember Quinn announced he would recuse himself from the next item and exited the room. B. Purchase and Sale Agreement: Duwamish Hill Preserve Staff is seeking approval to assign a Purchase and Sale Agreement from Forterra to the City of *Tukwila to acquire parcels 1023049072 and 3351400005 to expand the Duwamish Hill Preserve. Staff is also requesting approval of $125,000 to purchase the two properties with the understanding that the cost will be reimbursed by the Conservation Futures Tax program. Committee Recommendation: Majority approval. Forward to February 26, 2024 Committee of the Whole. II. MISCELLANEOUS Staff announced that four new officers recently graduated from the Police Academy. The meeting adjourned at5:50 p.m. ffiT1° Committee Chair Approval Minutes by LH 55