Loading...
HomeMy WebLinkAbout07-138 - Toddland LLC - 57th Avenue South Lot 7 Lot 8 Purchase 13� PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT "Amement is entered into by and between the City of Tukwila, Washington, a municipal corporation of the State of Washington Buyer"), and Toddland, L.L.C., a Washington limited liability company "Seller (collectively, the "parties as of the date appearing in the last paragraph of this Agreement "Effective Date RECITALS A. Seller owns certain real property in King County, Washington, more particularly described on Exhibit A attached (the "Property B. Seller desires to sell the Property to Buyer and Buyer desires to purchase the Property from Seller on the terms and conditions of this Agreement. C. Seller and Buyer believe that the purchase price for the Property that is specified in this Agreement is below its fair market value. Seller intends that the difference between the purchase prime and the fair market value shall be a charitable contribution to Buyer. AGREEMENT Intending to be legally bound, for good and valuable consideration, including the mutual covenants and promises of the parties, the adequacy and receipt of which is hereby acknowledged, the parties agree as follows: 1. Property The "Property' subject to this Agreement consists of all of the following: (a) That certain undeveloped real property consisting of 0.151 acres, more or less, with a street address of 13306 57 Avenue South, located in Tukwila, Washington and more particularly described in Exhibit A attached "Lot 7); (b) That certain undeveloped real property consisting of 0.149 acres, more or less, with a street address of 13302 57' Avenue South, located in Tukwila, Washington and more particularly described in Exhibit A attached "Lot 8 and (c) All rights, privileges and easements appurtenant to the Property that are owned by Seller, including without limitation all minerals, oil, gas and other hydrocarbon substances on the Property, all development rights, air rights, water, water rights and water stock relating to the Property, and any and all easements, rights -of -way and other appurtenances used in connection with the beneficial use and enjoyment of the Property (collectively, the "Annurtenances 2. Purchase. Seller shall sell and convey the Property to Buyer, and Buyer shall purchase the Property from Seller, on the terms, covenants and conditions set forth in this Agreement. Buyer will be purchasing the Property in its present physical condition, "As Is," except for the express covenants, representations and warranties and indemnities contained in this Agreement. Buyer agrees that as of the Effective Date of this Agreement and again as of Closing, Seller has made no representations or warranties or agreements of any kind or nature regarding the Property, except for the express warranties contained in this Agreement. 3. Purchase Price. C 3.1. Amount. The purchase price "Purchase Price for the Property shall be One Hundred Ninety -two Thousand Five Hundred and No /100 Dollars ($192,500.00). The parties acknowledge that the appraised value of the property is $385,000.00. Seller intends that the difference between the purchase price and the fair market value shall be a charitable contribution to Buyer. 3.2. Payment. Buyer shall pay Seller the Purchase Price in cash, certified funds or wire transfer at Closing. 3.3 Earnest Money. Upon execution of this Agreement, Buyer shall deposit the sum of Nine Thousand Dollars ($9,000.00) in escrow with LandAmerica Title Insurance Company (the "Escrow Holder to be held by the Escrow Holder as earnest money. The funds deposited in payment of the Note (the "Deposit shall be applied to the Purchase Price at Closing. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE DEPOSIT SHALL BE FORFEITED TO SELLER. Buyer and Seller agree that the liquidated damages represent a reasonable sum considering all of the circumstances existing on the date of this Agreement and represent a reasonable estimate of the losses that Seller will incur if Buyer fails to purchase the Property after all conditions precedent to Buyer's performance have been satisfied. 4. Title. 4.1. Condition of Title. Title shall be insurable by a 1970 (with 1984 revisions) ALTA Owner's Extended Coverage Policy in the amount of the Purchase Price, subject only to the Permitted Exceptions. Seller shall satisfy all requirements of the Title Company in connection with issuance of its title policy (the "Title Policy in accordance with the Commitment. 4.2. Title Insurance Commitment. Within 10 days of the Effective Date of this Agreement, Buyer will obtain a current title insurance commitment LandAmerica Title Insurance Company (the "Title Company showing marketable title to the Property to be vested in Seller and committing to insure such title in Buyer by the issuance of a 1970 (with 1984 revisions) ALTA Owner's Extended Coverage Policy of title insurance in the amount of the Purchase Price. The commitment (or one or more updates thereto) (collectively, the "Commitment shall also commit the Title Company to issue with such policy endorsements as required by Buyer. 4.3. Review of Title. Buyer shall have until twenty (20) days of the Effective Date to notify Seller in writing of any objection Buyer in its sole discretion may have to any exceptions shown on the Commitment. General taxes due after Closing and those exceptions disclosed in the Commitment that Buyer does not disapprove, rights reserved in federal patents; building or use restrictions general to the area, utility easements not inconsistent with Buyer's intended use, reserved oil and /or mineral rights, and those exceptions listed on Exhibit B constitute permitted exceptions "Permitted Exceptions If Buyer fails to give Seller such notice before the expiration of such twenty -day period, Buyer shall be deemed to have accepted title as is. Seller shall have ten (10) days after receipt of Buyer's written objections "Seller's Notice Period to give Buyer notice of which objectionable exceptions, if any, Seller shall cause to be removed from title. If Seller fails to give Buyer such notice before the expiration of Seller's Notice Period, Seller shall be deemed to have elected not to cause such objectionable exceptions to be removed from title. If Seller gives notice that it will not remove any objectionable exceptions from title, Buyer may terminate this Agreement by giving written notice to Seller, and in such event, the Earnest Money Deposit shall be returned to Buyer. Failure by Buyer to so terminate this Agreement within ten (10) days of the expiration of Seller's Notice Period shall be deemed as Buyer's election to proceed with this transaction. P -2- 5. Conditions Precedent. 5.1. Conditions to Purchase. Buyer's obligations with respect to purchase of the Property and the Closing are subject to fulfillment of the conditions precedent ("Buyer's Conditions Precedent described below, or waiver thereof by Buyer, not later than the Closing Date, or such other date as is specified in Section 6.4. (a) Title Policy. All requirements set forth in the Commitment (including any update) shall have been satisfied or waived by the Title Company and the Title Company shall be prepared to issue the Title Policy as described in Section 4. (b) No Actions or Proceedings. There is no action, proceeding or investigation whether in the nature of eminent domain or otherwise, pending or threatened, with respect to the title, ownership, maintenance, use or operation of the Property. (c) Representations, Warranties and Covenants of Seller. Seller shall have performed each and every agreement to be performed by Seller under this Agreement, and Seller's representations and warranties in this Agreement shall be true and correct as of the Closing. (d) No Adverse Changes. As of the Closing, there shall have been no adverse change in the physical condition of the Property from the date of this Agreement. (e) Seller's Deliveries. Seller shall have delivered each of the items described in Section 6.1 to Buyer and in Section 8.1 to Escrow Holder. 5.2. Benefit of Buyer. The Buyer's Conditions Precedent are solely for the benefit of Buyer and may be waived only in writing by Buyer. Buyer shall at all times have the right to waive any condition. The waiver by Buyer of any condition in any specific circumstances shall not be a waiver of such condition with respect to any other circumstances or a waiver of any other condition and shall not relieve Seller of any liability or obligation with respect to any representation, warranty, covenant or agreement of Seller, unless the waiver expressly so provides. Buyer proceeding to Closing shall be deemed a waiver of all remaining conditions as if written waiver was given. 5.3. Termination. If any Buyer's Condition Precedent is not timely fulfilled and is not waived by Buyer, Buyer may terminate this Agreement by written notice to Seller and Escrow Holder shall, if Buyer so instructs, return to the parties all funds and documents deposited by them, respectively, into Escrow. P 1RA2M1RA2MO26 7. Seller's Obligations. Before the Closing Seller shall, at its sole expense: 7.1. Promptly notify Buyer upon learning of any fact or event that would make any of the representations or warranties of Seller contained in this Agreement untrue or misleading in any material respect or that would cause Seller to be in violation of any of its covenants or other obligations hereunder. 7.2. Notify Buyer promptly upon receiving notice of a claim or pending litigation affecting the Property, or notice of any event, transaction, or occurrence before Closing that would materially adversely affect the Property or any part thereof. -3- Section 4. or its agent. PARA2MIRA2MO26 (e) 9. Close of Escrow. 7.3. Not convey, mortgage, grant a deed of trust, or contract to do the foregoing or otherwise allow or consent to convey, abandon, relinquish, cloud or encumber title to the Property or any interest therein or part thereof without Buyer's consent. 7.4. Maintain the Property in good order, condition and repair, and otherwise operate the Property and maintain its business records in the same manner as before the making of this Agreement, the same as though Seller were retaining the Property. 7.5. Take no action that will adversely affect title to the Property. 8. Deliveries to Escrow Holder. 8.1. By Seller. Seller shall deliver or cause to be delivered to Escrow Holder on or prior to the Closing Date the following items, the delivery of each of which shall be a condition to the performance by Buyer of its obligations under this Agreement: (a) Deed. A statutory warranty deed, in form and substance satisfactory to Buyer and its counsel, duly executed and acknowledged by Seller (the "Deed conveying to Buyer or its designee indefeasible good and marketable fee simple title to the Property, free and clear of all liens, encumbrances, restrictions and easements, except only the Permitted Exceptions and those exceptions accepted by Buyer pursuant to Section 4.3 above. (b) FIRPTA Affidavit. A certificate in form and substance acceptable to Buyer and its counsel, duly executed by Seller, evidencing that Seller is exempt from the withholding requirements of Section 1445 of the Internal Revenue Code. (c) ALTA Affidavits. Any affidavits, certifications or instruments, including any lien affidavits or mechanic's lien indenmifications, duly executed and acknowledged by Seller, as reasonably may be required by the Title Company in order to issue the Title Policy. (d) Title Insurance Policy. The Title Insurance Policy in conformance with Excise Tax Affidavit. A real estate excise tax affidavit signed by Seller 8.2. Buyer. Buyer shall deliver or cause to be delivered to Escrow Holder on or before the Closing Date funds in the amount necessary to pay the balance of the Purchase Price and Buyer's share of closing costs and prorations. 9.1. Time. The close of escrow the "Closing shall occur on or before October 16 2007 at the offices of Escrow Holder. Seller and Buyer may agree in writing to extend the closing date. When the Title Company is in a position to issue the Title Policy and all documents and funds have been deposited with Escrow Holder, Escrow Holder shall immediately close escrow as provided for below. The failure of either Seller or Buyer to be in position to close by the Closing Date shall constitute a default by such party. -4- (a) Obtain the release of the Property from any liens described in the Commitment except the Permitted Exceptions and those exceptions accepted by Buyer pursuant to Section 4.3 above; P• \RA2M\RA2MO26 9.2. Procedure. Escrow Holder shall close Escrow as follows: (b) Pay applicable real estate transfer excise taxes and record the Deed; (c) Complete the prorations; (d) Issue and deliver the Title Policy to Buyer; (e) Deliver any other documents deposited by Seller into Escrow to Buyer; (f) Deliver the Purchase Price less Seller's closing costs, the Deposit (plus interest) and prorations to Seller; and (g) Forward to Buyer and Seller, in duplicate, a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date endorsed thereon. 9.3. Incorporation of Escrow Instructions. This Agreement shall serve as escrow instructions, and an executed copy of this Agreement shall be deposited by Buyer with Escrow Holder following its execution. The parties may execute additional escrow instructions provided that such additional escrow instructions shall not change the terms of this Agreement. 9.4. Closine Costs and Prorations. (a) Closine Costs. Buyer and Seller shall each pay their own attorneys' fees. Buyer and Seller shall share equally the cost of recording the Deed, of escrow fees and of the title insurance premium charged by the Title Company for a standard and extended owner's policy. Buyer shall pay any real estate transfer excise taxes (b) Prorations. Seller shall be responsible for paying Property taxes, general and special assessments, utilities and operating expenses relating to the Property prorated through the Closing Date. All expenses of the Property, including but not limited to, Property taxes, rents, utility charges, amounts payable under Contracts, annual permits and other expenses normal to ownership, use, operation and maintenance of the Property shall be prorated as of 12:01 a.m. on the Closing Date. 9.5. Possession. Possession of the Property shall be delivered to Buyer upon Closing. 10. Brokerage Commission. Seller warrants to Buyer and Buyer warrants to Seller that each party's sole contact with the other and with the Property regarding this transaction has been directly with the other party and has not involved any broker or finder. Seller and Buyer further warrant to each other that no broker or finder can properly claim a right to a commission or finder's fee based upon contacts between the claimant and that party with respect to the other party or the Property. Each party shall indemnify, defend and hold the other party harmless from and against any loss, cost or expense, including, but not limited to, attorneys' fees and court costs, resulting from any claim for a fee or commission by any broker or finder in connection with the Property and this Agreement resulting from the indemnifying party's actions. -5- 11. Representations. Warranties and Covenants. 11.1. Seller's Representations. Warranties and Covenants. In addition to the representations, warranties and covenants contained elsewhere in this Agreement, Seller as of the date of this Agreement and as of the Closing Date makes the following representations, warranties and covenants: (a) Title. Seller is the sole owner of the Property. At Closing, Buyer will acquire the entire fee simple estate and right, title and interest in and to the Property, free and clear of all recorded or unrecorded liens, encumbrances, covenants, restrictions, reservations, easements, options, tenancies, leases, encroachments, claims or other matters affecting title or possession of the Property, subject only to the Permitted Exceptions and those exceptions accepted by Buyer pursuant to Section 4.3 above. (b) Agreements to Transfer or Encumber. Seller has not committed nor obligated itself in any manner whatsoever to sell, lease or encumber the Property or any interest therein to any party other than Buyer. (c) Bankruptcy. Etc. No bankruptcy, insolvency, rearrangement or similar action involving Seller or the Property, whether voluntary or involuntary, is pending, threatened, by a third party, or contemplated by Seller. (d) Litigation. There is no pending or to Seller's knowledge threatened judicial, municipal or administrative proceedings with respect to Seller, this transaction or in any manner affecting the Property or any portion thereof or in which Seller is or will be a party by reason of Seller's ownership of the Property or any portion thereof. (e) Notices. Seller has not received any notices from any insurance companies, governmental agencies or from any other parties with respect to any violations or other matters concerning the Property. (f) Taxes and Assessments. Other than amounts disclosed by the Commitment, to Seller's knowledge without additional inquiry, no other property taxes have been or will be assessed against the Property for the current tax year, and there are no general or special assessments or charges that have been levied, assessed or imposed on or against the Property. (g) Subdivision. To Seller's knowledge without additional inquiry, the conveyance of the Property will not constitute a violation of any subdivision ordinance. (h) Tax Valuation/Assessment. Seller has no knowledge and has received no notice of any proceedings pending for the correction of the assessed valuation of Property or any other pending or threatened special assessments affecting the Property. (i) Good Standing and Due Authority. Seller has all requisite power and authority to execute and deliver this Agreement and to carry out its obligation hereunder and the transactions contemplated hereby. This Agreement has been, and the documents contemplated hereby will be, duly executed and delivered by Seller and constitute the Seller's legal, valid and binding obligation enforceable against Seller in accordance with its terms. The consummation by Seller of the sale of the Property is not in violation of or in conflict with nor does it constitute a default under any term of any agreement or instrument to which Seller is or may be bound, or of any provision of any applicable law, ordinance, rule or regulation of any governmental authority or of any provision of any applicable order, judgment or decree of any court, arbitrator or governmental authority. (j) Provide Further Information. From the date of this Agreement to the Closing Date, Seller will notify Buyer of each event of which Seller becomes aware materially affecting the Property or any part thereof immediately upon learning of the occurrence of such event. 11.2. Effect of Buyer's Inspections. Buyer shall immediately notify Seller if and when Buyer discovers or has knowledge of the existence of any inaccuracy or breach in any of Seller's representations, warranties and covenants set forth in this Section 11 along with copies of any documents or information related thereto. Upon being so notified by Buyer, Seller shall have a commercially reasonable time period (not to exceed fifteen (15) days) to correct such representation, warranty or covenant claimed to be inaccurate or in breach prior to any action being initiated by Buyer. In the event Buyer discovers such inaccuracy or breach prior to Closing but does not notify Seller as provided herein then Buyer shall be deemed to have consented to and waived its right to require indemnity by Seller on account thereof. Unless Buyer shall duly notify Seller of the discovery of such inaccuracy or breach prior to Closing, Buyer shall be deemed to have no such knowledge or information related to such inaccuracy or breach at that time. 11.3 Buyer's Representation. Buyer represents and warrants that as of the date of this Agreement and as of the Closing Date, Buyer is a municipal corporation duly organized, validly existing and in good standing in the state of Washington. Buyer has all requisite power and authority to execute and deliver this Agreement and to carry out its obligation under this Agreement and the transactions contemplated by this Agreement. Buyer hereby agrees to own and maintain the Property after Closing as "open space" for the benefit of the surrounding residential neighborhoods. Should Buyer transfer the Property to a third -party, Buyer agrees to encumber the Property with a restriction running with the land that the Property be maintained as "open space." Buyer acknowledges that the two foregoing sentences were specifically negotiated by the Parties, and were material inducements to Seller in the execution of this Agreement. This Agreement has been, and the documents contemplated by this Agreement will be, duly executed and delivered by Buyer and constitute the Buyer's legal, valid and binding obligation enforceable against Buyer in accordance with its terms. The consummation by Buyer of the purchase of the Property is not in violation of or in conflict with nor does it constitute a default under any term or provision of the bylaws of Buyer, or any of the terms of any agreement or instrument to which Buyer is or may be bound, or of any provision of any applicable law, ordinance, rule or regulation of any governmental authority or of any provision of any applicable order, judgment or decree of any court, arbitrator or governmental authority. 11.4 "AS IS" Condition. Seller makes no representations or warranties, expressed or implied, with respect to the physical condition or environmental condition of the Property and the surrounding property (including without limitation the seismic condition of the Property, any latent or patent defects concerning any and all facilities, improvements, structures and equipment thereon and soil and groundwater thereunder), compliance or noncompliance with any federal, state or local planning, building, fire, seismic, environmental, health or safety or any other statute, laws, ordinances, directives or regulations (including without limitation the Americans with Disabilities Act). Seller shall have no indemnification obligations, at law or in equity, express or implied, for any costs or liabilities arising out of or related to the presence, discharge, treatment recycling, storage, use, transportation, generation, disposal, migration or release of Hazardous Substances on, in, under or from the Property (including without limitation all facilities, improvements, structures and equipment thereon and soil and groundwater thereunder). The term "Hazardous Substance" includes without limitation (a) those substances included within the definitions of "hazardous substances "hazardous materials "toxic substances "hazardous wastes" or "solid waste" in any Environmental Law; (b) petroleum products and P \RA2M\RA2MO26 -7- petroleum byproducts; (c) polychlorinated biphenyls; and (d) 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. 12. Intentionally Blank. 13. Indemnification. 13.1. Seller's 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 (a) the breach of any representation, warranty or agreement of Seller set forth in this Agreement, (b) the failure of Seller to perform any obligation required by this Agreement to be performed by Seller, or (c) subject to 11.4, the ownership, maintenance, and /or operation of the Property by Seller prior to the Closing, not in conformance with this Agreement. Seller shall defend any claim covered by this indemnity using counsel reasonably acceptable to Buyer. 13.2. Buyer's Indemnity. Buyer shall pay, protect, defend, indemnify and hold Seller and its successors and assigns harmless from and against any and all loss, liability, damage and expense suffered or incurred by reason of (a) the breach of any representation, warranty or agreement of Buyer set forth in this Agreement, (b) the failure of Buyer to perform any obligation required by this Agreement to be performed by Buyer, or (c) the ownership, maintenance, and /or operation of the Property after Closing by Buyer. Buyer shall defend any claim covered by this indemnity using counsel reasonably acceptable to Seller. 14. Survival. The covenants, agreements, representations and warranties made in this Agreement shall survive the Closing unimpaired and shall not merge into the Deed and the recordation thereof. 15. Entire Agreement. This Agreement contains the entire integrated agreement of the parties, including all of the covenants and conditions between the parties with respect to the subject matter of this Agreement, and supersedes all prior correspondence, agreements and understandings, both verbal and written. No addition or modification of any term or provision of this Agreement shall be effective unless set forth in writing and signed by Seller and Buyer. The parties do not intend to confer any benefit under this Agreement to any person, firm or corporation other than the parties. 16.1. Specific Performance. This Agreement pertains to the conveyance of Property, the unique nature of which is hereby acknowledged by the parties. Consequently, if Seller breaches or defaults under this Agreement or any of the representations, warranties, terms, covenants, conditions or provisions hereof, Buyer shall have, in addition to a claim for damages for such breach or default, and in addition and without prejudice to any other right or remedy available under this Agreement or at law or in equity, the right (a) to specific performance of this Agreement; or (b) to terminate this Agreement upon written notice without liability to Seller. If Buyer fails to close this transaction, Seller shall have the rights described in Section 3.3 above. If Buyer closes, but otherwise breaches or defaults under this Agreement or any of the representations, warranties, terms, covenants, conditions or provisions hereof, Seller shall have a right to damages in addition and without prejudice to any other right or remedy available under this Agreement or at law or in equity. 16.2. Attorneys' Fees. If either party brings an action or other proceeding against the other party to enforce any of the terms, covenants or conditions hereof or any instrument executed P 1RA2M\RA2MO28 16. Default: Remedies -8- pursuant to this Agreement, or by reason of any breach or default hereunder or thereunder, the party prevailing in any such action or proceeding shall be paid all costs and reasonable attorneys' fees by the other party, and in the event any judgment is obtained by the prevailing party all such costs and attorneys' fees shall be included in the judgment. 17. Notices. All written notices required to be given pursuant to the terms hereof shall be either delivered personally or deposited in the United States mail, certified mail, return receipt requested, postage prepaid and addressed to the addresses listed below with copies to the parties listed after such address: P1RA2M\RA2MO26 SELLER: Toddland, L.L.C. 2734 58 Ave SW Seattle, WA 98116 Attn: Todd Heistuman with a copy to: BUYER: Lasher Holzapfel Sperry Ebberson PLLC 601 Union Street Suite 2600 Seattle, WA 98101 Attn: Taro Kusunose The City of Tukwila Washington 6200 Southcenter Blvd. Tukwila, WA 98188 Attn: City Clerk The foregoing addresses may be changed by written notice to the other party as provided herein. Mailed notice properly given shall be deemed received two (2) days after deposit in the mail. Facsimile transmission of any signed original document or notice, and retransmission of any signed facsimile transmission, shall be the same as delivery of an original. At the request of either party, or the Escrow Holder, the parties will confirm facsimile transmitted signatures by signing an original document. 18. Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby; and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 19. Waivers. No waiver of any breach of any covenant or provision in this Agreement shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision in this Agreement. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act. -9- 20. Construction. Captions are solely for the convenience of the parties and are not a part of this Agreement. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared it. If the date on which Buyer or Seller is required to take any action under the terms of this Agreement is not a business day, the action shall be taken on the next succeeding business day. 22. Force Maieure. Performance by Seller or Buyer of their obligations under this Agreement shall be extended by the period of delay caused by force majeure. Force majeure is war, natural catastrophe, strikes, walkouts or other labor industrial disturbance, order of any government, court or regulatory body having jurisdiction, shortages, blockade, embargo, riot, civil disorder, or any similar cause beyond the reasonable control of the party who is obligated to render performance (but excluding financial inability to perform, however caused). 23. Successors. binding upon and shall inure 24. Analicable Washington. 21. Time. Time is of the essence of every provision of this Agreement. 25. Date. This Agreement is made The terms, conditions and covenants contained in this Agreement shall be to the benefit of the successors and assigns of the parties hereto. Law. This Agreement shall be governed by the law of the State of SELLER: TODDLAND a Wash' o2 2007. By: Nam Todd�HeSstuman ability company Title: Manager BUYER: CITY OF TUKWILA, WASHINGTON a Washi jsn municipal corporation By: w �Q� Name: Steve Mullet Title: Mayor Exhibit A Legal Description Exhibit B Permitted Exceptions PIRA2M1RA2MO26 Exhibit List Exhibit A LEGAL DESCRIPTION LOT 7: COMMENCING AT THE NORTHWEST CORNER OF TRACT 43 PLAT OF SECOND ADDITION EAST RIVERTON GARDEN TRACTS, RECORDED IN VOLUME 12 OF PLATS, PAGE 79, RECORDS OF KING COUNTY. WASHINGTON; THENCE SOUTH 56 20'00 EAST ALONG THE SOUTHERLY MARGIN OF SAID TRACT 44, 243.64 FEET TO THE POINT OF BEGINNING; THENCE NORTH 33'40'00" EAST 3.36 FEET; THENCE SOUTH 56'20'00" EAST 20.00 FEET, THENCE NORTH 33'40'00" EAST 109.70 FEET; THENCE SOUTH 31 36'05" EAST 88.51 FEET, MORE OR LESS, TO THE NORTHERLY LINE OF ORDINARY HIGH WATER OF THE DUWAMISH RIVER; THENCE SOUTHWESTERLY ALONG SAID LINE OF ORDINARY HIGH WATER TO A POINT WHICH BEARS SOUTH 56'20'00" EAST FROM THE POINT OF BEGINNING; THENCE NORTH 56 WEST ALONG THE SOUTHERLY MARGIN OF SAID TRACT 44, 69.79 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. LOT 8: COMMENCING AT THE NORTHWEST CORNER OF TRACT 43 PLAT OF SECOND ADDITION EAST RIVERTON GARDEN TRACTS, RECORDED IN VOLUME 12 OF PLATS, PAGE 79, RECORDS OF KING COUNTY. WASHINGTON; THENCE SOUTH 56'20'00" EAST ALONG THE SOUTHERLY MARGIN OF SAID TRACT 44, 263.64 FEET; THENCE NORTH 33'40'00" EAST 113.06 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 33'40'00" EAST 47.02 FEET TO THE SOUTHERLY MARGIN OF SOUTH 133RD STREET; THENCE SOUTH 56'20'00" EAST ALONG THE SOUTHERLY MARGIN OF SOUTH 133RD STREET 112.35 FEET, MORE OR LESS, TO THE NORTHERLY LINE OF ORDINARY HIGH WATER OF THE DUWAMISH RIVER; THENCE SOUTHWESTERLY ALONG SAID LINE OF ORDINARY HIGH WATER TO A POINT WHICH BEARS SOUTH 3136'05" EAST FROM THE POINT OF BEGINNING; THENCE NORTH 31 36'05" WEST 88.51 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. B -1