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Home My WebLink AboutLW11-321 - Original - King County - Aukeen Court Purchase & Sale Agreement - 09/29/2011 Records M gernie ' ZKENO Document WA9XINGTON CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: King County Vendor Number: JD Edwards Number Contract Number: /— k) f/— 3c This is assigned by City Clerk's Office Project Name: Purchase and Sales Agreement for Aukeen Court Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 9/29/2011 Termination Date: n/a Contract Renewal Notice (Days): n/a Number of days required notice for termination or renewal or amendment :::5-6+r+3 ofoc&sclo c�R Contract Manager: T^p' Department: 2akr.Admin. Detail: (i.e. address, location, parcel number, tax id, etc.): Purchase and Sale Agreement for Aukeen District Courthouse 5•Publlc\RecordsManagement\Forms\ContractCover\adcc7832 11/08 a REAL ESTATE PURCHASE AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into as of ar '� , 2011, by and between KING COUNTY, a municipal corporation and political subdivision of the State of Washington (the "Seller") and the City of Kent, a municipal corporation of the State of Washington (the "Buyer")(collectively the "Parties"). RECITALS A. Seller is the owner of that certain real property located in the City of Kent, County of King, State of Washington, which consists of two parcels of land occupied by a courthouse, parking area, and adjacent vacant parcel, commonly identified as the Aukecn District Courthouse, located at 1210 Central Avenue South, Kent, WA, the legal description of which is attached hereto as EXHIBIT A (the"Property"), B. Seller is desirous of selling the Property and Buyer is desirous of purchasing the Property. C. Buyer and Seller had previously agreed, as reflected in that certain Lease Agreement between King County and the City of Kent dated December 22, 2008, as amended, (the "Lease") to construct extensive improvements to the Property at iluyet's expense to expand court operations. Buyer has elected to forego the expansion and purchase the Property, which will result in substantial savings. 1 D. As part of the total purchase price, Buyer and Seller have included increased consideration to compensate Seller for relocation expenses relating to Seller's governmental services. E. Seller and Buyer are entering into this Agreement pursuant to the authority granted in Chapter 39.33 Revised Code of Washington, (Intergovernmental Disposition of Property Act) which permits a political subdivision of the State of Washington to sell real property to the state or any municipality or any political subdivision thereof on such terms and conditions as may be mutually agreed upon by the proper authority of the state and/or the subdivisions concerned. AGREEMENT Now,THEREFORE, in consideration of the promises and mutual covenants contained a i herein, and other valuable consideration, receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: ARTICLE 1. PURCHASE AND TRANSFER OF ASSETS 1.1. PROPERTY To By,SOLD. Subject to and upon the terms and conditions set forth in this Agreement, Seller shall sell, convey, assign, transfer and deliver to Buyer on the Closing Date (as hereinafter defined) and Buyer shall buy, assume and accept from Seller on the Closing Dale the following assets and piopertics: (a) all the Seller's right, title and interest in the Property, as described in EXHIBIT A; (b) all of Seller's right, title and interest in improvements and structures located on the Property; (c) all of Seller's right, title and interest in and to personal property, as Iisted in Exhibit D, attached hereto, owned by the Seller and attached, appurtenant to or used in connection with the Property ("Personal Property"), including the ecology blocks placed upon the Property for flood prevention purposes; (d) all of Seller's right, title and interest in the Reciprocal Parking Easement, dated January 22,2003 (King County Auditor's#20030122002929), attached as EXHIBIT E. (e) all of Seller's tenements, hereditaments, easements and rights appurtenant to the Property including but not limited to, all of the Seller's vght, title, and interest in and to streets, alleys or other public ways adjacent to the Property, easements foi public utilities, all sewers and service drainage easements, all rights of connection to the sewers, and all rights of ingress and egress, and all leases, licenses, government approvals and permits affecting the Property; and Hereinafter,the items listed in Section 1.1 are collectively referred to as the"Purchased Assets." ARTICLE 2. PURCHASE PRICE 2.1. PURCHASE PRICE AND PAYMENT. In consideration of the sale, transfer, conveyance, assignment and delivery of the Purchased Assets, Buyer shall, in fiill payment therefore, pay to Seller on the Closing Date a total purchase price of Five Million Six Hundred Thousand Dollars ($5,600,000.00) ((be "Purchase Price"), which Buyer and Seller agree represents Rill and fair value foi the Purchased Assets. 2.2. ALLOCATION OF PURCHASE PRICE. Seller and Buyer agree that the portion of the Purchase Price allocable to the Personal Property is Four Thousand Nine Hundred Ninety Nine Dollars ($4,999.00) as provided in Exhibit C. ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE PARTIES 3.1. WARRANTIES AND REPRESENTATIONS Or, SELLER Seller represents and warrants as follows; 3.1.1. Definition of Seller. The Seller is a political subdivision of the State of Washington duly organized, validly existing and in good standing under the laws thereof. Seller has all requisite govcrrnnental power and authority to carry on its business as it is now being conducted in the place where such businesses are now conducted. 3.1.2. Execution, Delivery and Performance of Agreement, Authority. The execution, delivery and performance of this Agreement by Seller (i)is within the powers of Seller as a county of the State of Washington, (ii)has been or will be on of before the closing date, duly author i/cd by all necessary action of the Seller's legislative authority, and(iii)does not and will not violate any provision of any law, rule, regulation, order, writ, ,judgment, dccicc or award to which the Seller is a party or which is presently in effect and applicable to Seller. This agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with the terms thereof. i i 3.1.3. Litigation. There is no pending, or to the best of Seller's knowledge, threatened lawsuit or material claim against or relating to Seller with respect to the Property, which shall impede or materially affect Seller's ability to perform the terms of this Agreement. There is no pending or,to the best of Seller's knowledge,contemplated condemnation or similar proceeding with respect to the Property or any part thereof. 3.1.4. Assessments. There is no pending, or to the best of Seller's knowledge, contemplated local improvement district of other special assessment or charge with respect to the Property, except as may be disclosed in the Title Commitment described below 3.1.5. Full Disclosure. No representation or warranty by Seller in this Agreement or in any instrument, certificate or statement furnished to Buyer pursuant hereto, or in correction with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact or fails to state a material fact which is necessary to make the statements set forth therein not false or misleading. 3.1.6. No Broker. No broker, finder, agent or similar intermediary has acted for or on behalf of Seller in connection with this Agreement or the transactions contemplated hereby,and no broker, finder, agent or similar intermediary is entitled to any broker's, finder's or similar fee or commission in connection with this Agreement based on an agreement, arrangement or understanding with Buyer or any action taken by Buyer. 3,1,7. Contracts. There are no contracts or other obligations outstanding for the sale, exchange, transfer, lease,rental or use of the Property or any portion thereof. 3.1.8. Future Agreements. From and after the date hereof imless this Agreement is terminated in accordance with its terms, Seller shall not without the prior written consent of Buyer: (i) enter into any agreement, contract, commitment, lease or other transaction that affects the Property in any way; or (ii) sell, dispose of or encumber any portion of the Properly; 3.1.9. Maintenance of the Property. Seller shall continue to maintain the Property in compliance with all applicable laws and pay all costs of the Property with respect to the period prior to Closing. 3.1.10. Condition of the Property. AS-IS. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN "AS IS WHERE IS" BASIS AND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 3, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS OR BROKER AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION:Any warranties or representations with respect to the structural condition of the Purchased Assets, the area of land being purchased,the existence or non-existence of any Hazardous Substances or underground storage tanks, or the actual or threatened release, deposit, seepage, migration or escape of Hazardous Substances, from or into the Purchased Assets, and the compliance or noncompliance of the Purchased Assets with Environmental Laws, as defined herein. For purposes of this Agreement, "Hazardous Materials" shall mean, at any time, (a) any substance that is then defined or listed in, or otherwise classified pursuant to, any Enviromnental Laws or any occupational safety and health laws as a`hazardous substance,""hazardous contaminants," "hazardous constituents,""hazardous material,""hazardous waste," "infectious waste,""toxic substance,""toxic pollutant," "toxic emission,""air contaminant"or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity,reactivity,radioactivity, carcinogenici ty,toxic i ty, reproductive toxicity, or"EP toxicity,"(b) any oil, gas and other petroleum hydrocarbons or any products, by-products or fractions thereof(including, without limitation, gasoline, diesel fuel, and solvents), (c)PCBs, (d) urea formaldehyde, (e)mold,mildew and similar substances; 69 any substance potentially injurious to the public health, safety or welfare, the environment or the Purchased Assets, (g) asbestos, lead, cadmium, mercury and other heavy metals, cyanide, pesticides, chlorinated hydrocarbons, and(h) any substance which is a basis for liability to any governmental authority or third party under any applicable statute, regulation or common law theory. As used herein, "Environmental Laws" means collectively, all present and futute laws(whether common law, statute, rule,regulation, ordinance or otherwise), the requirements of governmental authorities and any permits and guidance issued pursuant thereto relating to Hazardous Materials,human health or the environment, as heretofore or hereafter arnended, and in any regulations promulgated pursuant thereto. 3.1.11. Risk of Loss. Until the Closing Date,the risk of loss relating to the Property shall rest with the Seller. Risk of Loss shall be deemed to include any property damage occurring as a result of an"Act of God,"including, but not limited to, earthquakes, tremors, wind,rain or other natural occurrence. 3.1.12. Foreign Person. Seller is not a foreign person and is a"United States Person"as such term is defined in Section 7701 (a) (30) of the Internal Revenue Code of 1986,as amended and shall deliver to Purchaser prior to the Closing an affidavit, as set forth in Exhibit G,evidencing such fact,and such other documents as may be required under the Code. 3.2. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants as follows: 3.2.1. Organization. Buyer is a municipal corporation duly organized, validly existing and in good standing under the laws of the State of Washington. Buyer has all requisite governmental power and authority to carry on its business as it is now being conducted in the place where such businesses are now conducted. 3.2.2. Execution, Delivery and Performance of Agreement, Authority. The execution, delivery and performance of this Agreement by Buyer (r) is within the powers of Buyer as a municipal corporation, (ii) has been or will be on or before the closing date, duly authorized by all necessary action of the Buyer's legislative authority, and (iii) does not and will not violate any provision of any law, rule, regulation, order, writ,_judgment, decree or award to which the Buyer is a party or which is presently in effect and applicable to Buyer. This Agreement constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with the terms hereof. 3.2.3. Litigation. 'There is no pending or, to the best of Buyer's knowledge, threatened lawsuit or material claim against or relating to Buyer that shall impede or materially affect Buyer's ability to perform the terms of this Agreement. 3.2.4. Full Disclosure. No representation or warranty by Buyer in this Agreement or in any instrument, document, certificate or statement furnished to Seller pursuant hereto, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact. 3.2.5. Condition of Property. Buyer acknowledges that, within the Due Diligence Period, it will have conducted a physical inspection and made all investigations Buyer deems necessary in commction with its purchase of the Purchased Assets, and that, as of the date hereof, Seller has provided Buyer with copies of all ieports in Seller's possession that have been requested by Buyer. Upon waiver or satisfaction by Buyer of its contingencies pursuant to Article 5, Buyer will be deemed to have approved the physical condition of the Property and agrees to accept and purchase the same "AS TS, WHERE IS", including, without limitation, the existence or non-existence of any Hazaidous Substances, underground storage tanks or contaminated soil, or the actual or threatened release, deposit seepage, migration or escape of 1 I such Hazardous Substances at, from or into the Purchased Assets and the compliance or noncompliance of the Purchased Assets with Environmental I,aws. Buyer acknowledges and agrees that, except to the extent of Seller's representations and watianties in Section 3 1 of this Agreement, and to the extent of any fraud or deliberate misrepresentation by Seller, Seller shall have no liability for, and that Buyer shall have no recourse against the Seller for, any defect or deficiency of any kind whatsoever in the Property including without limitation those relating to Hazardous Substances, without regard to whether such defect or deficiency was discovered or discoverable by the Buyer or Sellei, 3.2.6. No Broker. No broker, finder, agent or similar intermediary has acted for or on behalf of Buyer in connection with this Agreement of the tiansactions contemplated hereby, and no broker, finder, agent, or similar intermediary is entitled to any broker's, finder's or similar fee or commission in connection with this Agreement based on an agreement, arrangement, or understanding with the Buyer or any action taken by the Buyer. ARTICLE 4. TITLE MATTERS 4.1. TITLrs. Seller shall deliver to Buyer good and marketable title, free and clear of p all liens, defects and encumbrances except the Permitted L'xceptions. a 4.1.1. Title Commitment. Within ten (10) days of execution of this Agreement, Seller shall cause to be delivered to Buyer a current ALTA form of commitment for an owner's standard policy of title insurance (the "Title Commitment") issued by Pacific Northwest Title Company, Inc. (the "Title Company"), describing the Property, listing Buyer as the prospective named insured and showing as the policy amount $5,600,000.00 or the amount designated by Buyer. At such time as the Title Company causes the Title Commitment to be furnished to Buyer,the Title Company shall further cause to be furnished to Buyer legible copies of all instruments referred to in the Title Commitment as restrictions or exceptions to title to the Property. 4.1.2. Survey. Prior to the expiration of the Due Diligence Period (as defined in Section 5.2), Buyer shall the option, at its expense, to have prepared and furnished to the'Title Company and Buyer a survey (the "Survey") of the Property prepared by a licensed public surveyor. The Survey shall be certified to Buyer and the Title Company, shall be satisfactory to the Title Company so as to permit it to issue an owner's extended coverage title policy, identify the Property by legal description and shall set forth the number of square feet contained within the Property, show all natural monuments, existing fences, drainage ditches and/or courses, flood plain limits, any building or other site improvements and/or objects, any rights-of-way for streets, existing driveways, alleys or highways, easements and other restriction lines existing and/or proposed which shall affect any portion of the Property, and such other items as required by Buyer. 4.1.3. Review of Title Commitment and Survey. Buyer shall have until fourteen (14) days after receipt of the Title Commitment (the "Review Period") as required by Section 4.1.1, in which to notify Seller of any objections Buyer has to any matters shown or v v: referred to in the Title Commitment and of any title insurance endorsements required by Buyer. Any exceptions or other items that are set forth in the Title Commitment and to which Buyer does not object within the Review Period shall be deemed to be permitted exceptions ("Permitted Exceptions"). With regard to items to which Buyer does object within the Review Period, Seller shall notify Buyer within ten (10) days after Seller receives Buyer's notice of objections of any exceptions to title or items on the survey which Seller is not able to remove or otherwise resolve and any endorsements that Seller is not able to,provide following Buyer's request within the Review Period, and Buyer may,at Buyer's option, either waive the objections not cured or Buyer may terminate this Agreement by notice to Sellet. Notwithstanding the foregoing, all monetary liens or encumbrances shall be paid by Seller at Closing. 4.2. OWNER's TrrLI; INSURANCE POLICY. At the closing, Buyer shall cause an owner's policy of title insurance to be issued by the Title Company in the amount of $5,600,000.00 or an amount designated by buyer effective as of the closing date, insuring Buyer that the fee simple title to the Property is vested in Buyer, subject only to the usual printed I exceptions contained in such title insurance policy, to the matters approved by Buyer as provided herein, and to any other matters approved in writing by Buyer, The obligation of Buyer to provide the title policy called for lietein shall be satisfied if, at (lie closing,the Titic Company has given a binding commitment, in a form reasonably satisfactory to Buyer, to issue the policies in the form required by this section Buyer shall pay any sum owing to the Title Company for the preparation of the preliminary and binding commitments generated by the Title Company. I 4.3. CONVFYANCE. Seller shall convey to Buyer the title to the Property by statutory warranty deed in the form attached hereto as Exhibit B, subject only to the Permitted Exceptions. Rights reserved in federal patents or state deeds, building of use restrictions general to the district, and building or zoning regulations or provisions shal I be deemed Permitted Exceptions. ARTICLE 5. CONTINGENCIES 5.1. DUE DILIGENCE INSPECTION AND FEASIBILITY. Buyer shall Satisfy itself by investigation and inspection, at its cost and expense in its sole and absolute discretion,that the condition of the Purchased Assets for Buyer's contemplated use meets with its approval. If Buyer approves of the condition of the Purchased Assets, Buyer agrees to notify Seller, in writing, thereby removing the contingency Buyer shall make such determination within ninety (90) days following the date of mutual execution of this Agreement("Due Diligence Period"). In the event this contingency is not satisfied or waived within the Due Diligence Period, Buyer may terminate this Agreement upon written notice to Seller on or before the expiration of the Due Diligence Period, and neither party shall have any further rights or obligations to the other hereunder. 5.1.1. Inspections. During the Due Diligence Period,Buyer, its designated representatives or agents shall have the right at Buyer's expense to (i) perform any and all tests, inspections, studies, surveys or appraisals of the Purchased Assets deemed necessary, on any subject,by Buyer(subject to the limitations set forth below and Paragraph 5.1.2 Right of Entry) ; (ii) obtain a Phase I or Phase I1 Environmental.Assessment on the Purchased Assets and perform 1 any and all tests, inspections and studies deemed necessary therewith; and (iii) examine all Due Diligence materials that Buyer may reasonably request from Sellei that are not subject to attorney-client privilege or that Seller is not otherwise prohibited from disclosing by law; (IV) determine to its satisfaction whether approvals, permits and van ianecs can be obtained under applicable land use and zoning codes for Buyer's proposed development of the Property, (V) determine whether Buyer's proposed development of the Property is economically feasible. ' 5.1.2. Right of Entry. Buyer and Buyer's designated representatives or agents shall have the right and Seller hereby grants to Buyer and Buyer's designated representatives the right to enter the Purchased Assets pursuant to standai d written consent or permits customarily issued by Seller for such purposes and conduct the tests, investigations and studies set forth in this Article 5 upon three (3)days advance written notice; provided that such right of entry will be Iimited to those times and dates that will not disrupt Seller's use of, or Seller's opciations and activities ail the Purchased Assets Invasive tests of the Purchased Assets, such as dulling, penetration of walls or floors or excavation shall be subject to Seller's prior written approval. The Buyer will not be permitted to undertake activities that damage the Purchased Assets In connection wi di such inspections, Buyer agices to hold harmless, indemnify and defend Seller, t 3 its officers, agents and employees,from and against all claims, losses, or liability, for injuries, sickness or death of persons, including employees of Buyer caused by or arising out of any act, error or omission of Buyer,its officers, agents, contractors, subcontractors or employees in entering the Purchased Assets for the above purposes, to the extent not caused by or arising out of any act,error or omission of Seller, its officers, agents and employees. ARTICLE 6. COVENANTS OF SELLER PENDING CLOSING 6.1 CONDUCT, NOME of CHANGE. Seller covenants that between the date hereof sand the Closing, Seller shall take all such actions as may be necessary to assure that the representations and warranties set forth in Article 3 hereof will be true and complete as of the Closing Date (except such representations, warranties and matters which relate solely to an earlier date), and all covenants of Scaler set forth in this Agreement which are required to be perfoi mcd by it at or prior to the Closing shall have been performed at or prior to the Closing as provided for in this Agreement, Seller shall give Buyer prompt written notice of any material change in any of the information contained in the representations and warranties made in Article 3 or elsewhere in this Agreement which occurs prior to the Closing Date. ARTICLE 7. COVENANTS OF BUYER PENDING CLOSING 7.1 CONDUCT, NOTICE or CHANGE. Buyer covenants that between the date hereof and the Closing, Buyer shall take all such actions as may be necessary to assure that the representations and warranties set forth in Article 3 hereof will be true and complete as of the Closing Date (except such representations, wan-antics and matters which relate solely to an earlier date), and that all covenants of Buyer set forth in this Agreement which are required to be performed by it at or prior to the Closing shall have been performed at or prior to the Closing as provided in this Agreement. Buyer shall give Seller prompt written notice of any material change in any of the information contained in the representations and warranties made in Atticle 3 or elsewhere in this Agreement which occurs prior to the Closing Datc. ARTICLE 8. CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS All obligations of Buyer hereunder are subject to the fulfillment of each of the following conditions at or prior to the Closing, and Seller shall exert its best efforts to cause each such condition to be fulfilled: 8.1. DELIVERY OF DOCUMENTS. Seiler shall have delivered to Buyer at or prior to closing all documents required by the terms of this agreement to be delivered to Buyer. 8.2. REPRESENTATIONS, WARRANTIES AND COVENANTS. All representations, warranties and covenants of Seller contained herein or in any document delivered pursuant hereto shall be true and coircet in all material respects when made and as of the Closing Date. 8.3. OBLIGATIONS. All obligations required by the terms of this Agreement to be performed by Seller at or bcfoic the Closing shall have been properly performed in all material respects. The requirements of this section specifically include, without limitation, Seller's removal of all its equipment, furniture, furnishings, and other tangible and portable personal property located on the Property, except for those items listed on EXHIBIT D, attached and included by this reference. 8.4. TITLE. Any and all matters shown or referred to in the Title Commitment to which Buyer has objected within the time specified in Section 4.1, shall have been cured by Sellet, unless such objections have been waived by Buyer, The Title Company is irrevocably conunitted to issue an owner's extended coverage policy of title insurance containing no exceptions other than the Permitted Exceptions. 8.5. APPROVAL OF COUNSEL. Seller's counsel shall have approved this document as to forth as evidenced by such counsel's signature on this Agreement. 8.6. CONDEMNATION. No portion of the Purchased Assets shall have been taken or damaged by any public or quasi-public body, and Seller shall not have transferred any portion of the Purchased Assets to any such body in lieu of condemnation, 8.7. APPROVAL BY THE CITY OF KENT. This Agreement shall be subject to approval by the City of Kent Council. ARTICLE 9. CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS j d All obligations of Seller to close on the Closing Date are subject to the fulfillment of each ' of the following conditions at or prior to the Closing and Buyer shall exert its best efforts to cause each such condition to be so fulfilled. 9.1. REPRESENTATIONS,WARRANTIES AND COVENANTS. All representations, warranties and covenants of Buyer contained herein or in any document delivered pursuant hereto shall be true and correct in all matei ial respects when made and as of the Closing Date. 9.2. OBLIGATIONS. All obligations required by the terms of this Agreement to be performed by Buyer at or before the Closing shall have been properly performed in all material icspects. 9.3. APPRow.OF COUNSEL. Buyer's counsel shall have approved this document as to form as evidenced by such counsel's signature on this Agreement. 9.4. DELIVERY OF DOCUMENTS. Buyer shall have delivered to Seller at or prior to Closing all documents required by the terms of this Agreement to be delivered to Seller, 9.5. TITLE, Buyer shall have caused the Title Company to he irrevocably committed to issue an owner's policy of title insurance for the Purchase Price or an amount to be determined by Buyer effective as of the Closing Date, containing no exceptions other than the Permitted Exceptions. 9 9.6. APPROVAL BY THE KING COUNTY COUNCIL. This Agreement shall be subject to approval by ordinance of the King County Council. ARTICLE 10. CLOSING 10.1. CLOSING/CLOSING DATE. The Closing shall take place on the earliest date agreed l upon by Buyer and Seller, but not later than December 31, 2011 unless extended pursuant to a written agreement executed by Buyer and Seller. Upon execution of this Agreement, the parties agree to set up an esetow account with Pacific Northwest Title Company (the "Escrow Agent"). The Escrow Agent shall serve as closing agent for the transaction contemplated herein and closing shall occur in the offices of Escrow Agent in Seattle, Washington. The title, right of possession and interest to the Purchased Assets shall pass to Buyer upon the Closing Date and thereafter the risk of loss theicof shall be the responsibility of Buyer. 10.2. PRORA'rIONS. All prorations, unless otherwise specifically provided for herein, shall be made as of the Closing Date. 10.2.1. Closing Costs. Seller shall pay the cost of one-half(1/2) of the escrow fee charged by the Escrow Agent, any real estate excise or other transfer tax due, and its own attorneys' fees. Buyer sha ll pay one-half(%z) of the escrow fee charged by the Escrow Agent,the cost of the pieliminary and binding title cornmitinents from the Title Company, the recording fees for the deed and its own attorneys' fees. Except as otherwise provided in this Section 10.2, a and Section 9.4 above, all other expenses hereunder shall be paid by the party incurring such t expenses. 10.3. SELLER'S DELIVERY OF DOCUMENTS AT CLOSING. At the Closing, Seller will deliver to Buyer the following properly executed documents (a) A Statutory Warranty Deed conveying the Property in the form of Exhibit B attached heicto, (b) A Bill of Sale and Assignment duly executed by the Seller in the form of EXHIBIT C, attached hereto for the Personal Property, if any, (c) Seller's Certificate of Non-Foreign status substantially in the form of EXIIIBIT F, attached hereto 10.4. BUYER'S DELIVERY OF DOCUMENTS AND PURCHASE PRICE AT CLOSING. At the Closing,Buyer wilt deliver to Seller the tollowing properly executed documents: (a) Cash or immediately available funds in the amount of the Purchase Price. ARTICLE 11. TERMINATION 11.1. TERMINATION BY EITHER PARTY. Either party may terminate this Agreement if a condition to its obligation to consummate the transactions contemplated by this Agreement as set forth in Articles 8 and 9 has not been satisfied by the Closing Dale. In that event, if neither party is in default under this Agreement, the parties shall have no further obligations or liabilities to one another and all documents delivered into escrow shall be returned to the appropriate party. ARTICLE 12. MISCELLANEOUS PROVISIONS 12.1. NATURE AND SURVIVAL OF RrwRRSF,NTATIONS AND WARRANTIES. Each statement, representation, warranty, indemnity, covenant, and agreement made by Seller and Buyer in this Agreement or in any document, certificate or other instrument delivered by or on behalf of Seller or Buyer pursuant to this Agreement or in connection herewith shall be deemed the representation, warranty, indemnity, covenant and agreement of Seller and Buyer and shall survive the Closing Date unless a different time period is expressly provided for in this 1 Agreement and all such statements are made only to and for the benefit of the parties hereto, and shall not create any rights in other persons. 12.1.1 OTHER OBLIGATIONS. As of Closing, all previous obligations and agreements between Buyer and Seller, including the lease and its attachments and Exhibits which include that certain Parking Lot Lease Agreement, shall terminate and the Parties shall have no further obligations thereunder. I 12.2. DEFAULT AND ATTORNEYS' FEES. In the event of default by either party to this Agreement, the non-defaulting party shall have the right to bring an action for specific performance, damages and any other remedies available to such party at law or in equity and the substantially prevailing party shall be entitled to recovery of attorney fees and costs In the event of any litigation hereunder, the Superior Court of King Comity, Washington shall have the exclusive jurisdiction and venue. 12.3. T►mE is of Tur, ESSENCE. Time is of the essence in the performance of this Agreement. 12A. NOTICES. Any and all notices or other communications required or permitted to be given under any of the provisions of this Agreement shall be in writing and shall be deemed to have been duly given upon receipt when personally delivered or sent by overnight courier or two days after deposit to the United States mail if by first class, certified or registered mail, return receipt requested. All notices shall be addressed to the parties at the addresses set forth below or at such other addresses as any parties may specify by notice to all other parties and given as provided herein: If to Buyer: With a copy to: If to Seller: King County facilities Management Division 500 Fourth Ave , Suite 500 Seattle, WA 98104 Attention: Manager,Real Estate Services With a copy to: Office of the King County Prosecuting Attorney King County Courthouse,W400 516 Third Ave Seattle, WA 98104 Attention: Civil Division T 12.5. ENTIRE AGREEMENT AND AMENDMENT. This writing (including the Exhibits attached hereto) constitutes the entitle agreement of the parties with respect to the subject matter hereof and may not be modified or amended except by a written agreement specifically referring to this Agreement and signed by all parties hereto. 12.6. SEVERABIL1-l•Y. In the event any portion of this Agreement shall be found to be invalid by any court of competent jurisdiction, then such holding shall not impact or affect the remaining provisions of this Agreement unless that court of competent j urisdiction rules that the principal purpose and intent of this contract should and/or must be defeated, invalidated or voided. 12.7 WAIVER. No waiver of any breach or default hereunder shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any prior or subsequent breach or default. 12.8 BINDING EFFECT. Subject to Section 12,12 below, this Agreement shall be binding upon and inure to the benefit of each party hereto, its successors and assigns. 12.9 LEGAL RELATIONSHIP. The parties to this Agreement execute and implement this Agreement solely as Seller and Buyer No partnership,joint venture or joint undertaking shall be construed from this Agreement. i ' 12.10 CAPTIONS. The captions of any articles, paragraphs or sections contained herein are for purposes of convenience only and are not intended to define or limit the contents of said articles, paragraphs or sections 12.11 COOPERATION. Prior to and. after Closing the parties shall cooperate, shall take such further action and shall execute and deliver further documents as may be reasonably requested by the other party in order to carry out the pi ovisions and purposes of this Agreement. 12.12 GovERNiNG LAw. This Agreement and all amendments thereof shall be governed by and construed in accordance with the laws of the State of Washington applicable to contracts made and to be performed therein, without giving effect to its conflicts of law provisions. 12.13 NON-MERGER. The terms and provisions of this Agreement will not merge in,but will survive, the closing or the transaction contemplated under this Agreement. 12.14 Assm,NMENT. Neither party may assign this Agreement or any rights hereunder without the other party's prior written consent. 12.15 NEGOTIATION AND CONSTRUCTION. This Agreement and each of its terms and provisions are deemed to have been explicitly negotiated between the parties, and the language in all parts of this Agreement will, in all cases, be construed according to its fair meaning and not strictly for or against either party. All parties acknowledge and represent, as an express term of this Agreement, that they have had the opportunity to obtain and utilize legal review of the terms 3 and conditions outlined in this Agreement, although each party must determine if they wish to obtain and pay for such legal review. Each party shall be and is separately responsible for payment of any legal services rendered on their behalf regarding legal review of the terins found in this Agreement. 12.16 EXHIBITS. The following Exhibits described herein and attached hereto are fully incorporated into this Agreement by this reference• EX[[IB1T A Legal Description Ex[il[3713 Statutoiy Warranty Deed EXHIBrr C Bill of Sale and Assignment EXHIBIT D List of Personal Property to Remain with Buyer ExHIBITE Reciprocal Parking Easement EXHBIT F Cei tificate of Non-Foreign Status EXECUTED as of the date and year first above written: SELLER: Name: Title: ' .r"eeS APPROVED S TO FORM' By Deputy rosecuting Attorney BUYER: Name Its: 'titY1 &A .r er 4, STATE OF WASHINGTON l COUNTY OF KING On this day personally appeared before me iCt ( .SAWkl�,to me known to be the foG f k of KING COUNTY, the municipal corporation and political subdivision of the State of Washington that executed the foregoing instrument, and acknowledged such instrument to be the flee and voluntary act and deed of such municipal corporation and political subdivision, for the uses and purposes therein mentioned, and on oath stated that he was duly authorized to execute such instrument. Lt� GIVEN UNDER MY HAND AND OFFICIAL SEAL this M4day of TARY X U'4.4zr • _ T�rinted Naive ALIQ r & LCXJr#h f L! a i 4 ? _ NOTARY PUBLIC m and for the State of Washington, °UB�� residingat 2A-ill-e bJ4�rEb'tt� 9•�1,y 9 My CommissionExpiies QufN( _�� JlJ� STATE OF WASHINGTON ss. COUNTY OF KING �On. day_personally appeared before me r ,the AA— known to me to be the Buyei that executed the foregoing instrument, and acknowledged such instrument to be [hisr�j free and voluntary act and deed for the uses and purposes therein mentioned, and on oath staled that [he/she] was daily authorized to execute such instrument. GIVEN UNDER MY HAND AND OFFICIAL SEAL this 2V day of PiintedName NOTARY PUBLIC an the State of Washington, �ySO residmgatP(i, _ i:� My Commission Expires (}I i Y%v ' Z 5 • _0 ,FOF wASr' a 7 EXHIBIT A. Legal Description LOT 2, CITY OF KENT BOUNDARY LINE ADJUSTMENT NUMBER LL-2009-6 RECORDED UNDER RECORDING NUMBER 20100331900007, SAID BOUNDARY LINE ADJUSTMENT BEING A PORTION OF TRACT 24, HORSESHOE ACRES TRACTS TO KENT, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 15 OF PLATS, PAGE(S) 10, IN KING COUNTY, WASHINGTON, AND THAT PORTION OF THE S W. RUSSELL DONATION LAND CLAIM IN SECTION 25, TOWNSHIP 22 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, TOGETHER WITH THE SELLER'S RIGHT UNDER RECIPROCAL PARKING d AGREEMENT RECORDED UNDER KING COUNTY RECORDING NUMBER 20030122002929. TOGETHER WITH UNDIVIDED INTEREST IN THE FOLLOWING: LOT 3, CITY OF KENT BOUNDARY LINE ADJUSTMENT NUMBER LL-2009-6 RECORDED UNDER RECORDING NUMBER 20100331900007, SAID BOUNDARY LINE ADJUSTMENT BEING A PORTION OF TRACT 24, HORSESHOE ACRES TRACTS TO KENT, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 15 OF PLATS, PAGE(S) 10, IN KING COUNTY, WASHINGTON. i M EXHIBIT B. Statutory Warranty Deed e R {t{ JlJ �,P AFTER RECORDING RETURN TO: K C. Real Estate Services 500 King County Admin Bldg 500 Fourth Avenue Seattle,WA 98104 a STATUTORY WARRANTY DEED GRANTOR - KING COUNTY GRANTEE - CITY OF KENT LEGAL-- lot 2 Kent BLA LL-2009-6 TAX NO. - #000660-0043 & The Grantor, KING COUNTY, a political subdivision of the State of Washington, for and in consideration of pursuant to King County Ordinance No. does hereby convey and warrant unto the Grantee, , a municipal corporation of the State of Washington, and Grantee hereby accepts, the following described real estate, situate in King County, Washington: SEE LEGAL DESCRIPTION IN EXHIBIT"A"ATTACHED HERETO AND BY THIS REFERENCE INCORPORATED HEREIN. GRANTOR GRANTEE KING COUNTY CITY OF KENT BY BY TITLE TITLE Date Date STATE OF WASHINGTON) ) SS COUNTY OF KING ) certify that signed this instrument, on oath stated that he was authorized by the King County Executive to execute the instrument, and acknowledged it as the of King County, Washington, to be the free and voluntary act of said County for the uses and purposes mentioned in the instrument. WITNESS my hand and official seal hereto affixed the day and year in this certificate above written. Notary Public in and for the State of Washington, residing at City and State My appointment expires STATE OF WASHINGTON) ) SS COUNTY OF KING ) I certify that signed this instrument, on oath stated that he/she was authorized to execute the instrument, and acknowledged it as the of City of Kent, Washington, to be the free and voluntary act of said County for the uses and purposes mentioned in the instrument. WITNESS my hand and official seal hereto affixed the day and year in this certificate above written Notary Public in and for the State of Washington, residing at City and State My appointment expires EXHIBIT "A" LEGAL DESCRIPTION LOT 2, CITY OF KENT BOUNDARY LINE ADJUSTMENT NUMBER LL-2009-6 RECORDED UNDER RECORDING NUMBER 20100331900007, SAID BOUNDARY LINE ADJUSTMENT BEING A PORTION OF TRACT 24, HORSESHOE ACRES TRACTS TO KENT, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 15 OF PLATS, PAGE(S) 10, IN KING COUNTY, WASHINGTON, AND THAT PORTION OF THE S.W. RUSSELL DONATION LAND CLAIM IN SECTION 25, TOWNSHIP 22 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, TOGETHER WITH THE SELLER'S RIGHT UNDER RECIPROCAL PARKING AGREEMENT RECORDED UNDER KING COUNTY RECORDING NUMBER 20030122002929. TOGETHER WITH UNDIVIDED INTEREST IN THE FOLLOWING: LOT 3, CITY OF KENT BOUNDARY LINE ADJUSTMENT NUMBER LL-2009-6 RECORDED UNDER RECORDING NUMBER 20100331900007, SAID BOUNDARY LINE ADJUSTMENT BEING A PORTION OF TRACT 24, HORSESHOE ACRES TRACTS TO KENT, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 15 OF PLATS, PAGE(S) 10, IN KING COUNTY, WASHINGTON. Real Estate Purchase and Sale Agreement 1 KC Seller Template- 10-10-08 EXHIBIT C. Bill of Sale and Assignment. BILL OF SALE AND ASSIGNMENT THIS BILL OF SALE is made as of this day of ,200 by KING COUNTY("Seller"), in favor of , a political subdivision of the State of Washington("Buyer"), with reference to the following facts. NOW, THEREFORE,for consideration in the amount of Four Thousand Nine Hundred Ninety Nine Dollars($4,999.00), Seller does hereby absolutely and unconditionally give, grant, bargain, sell, transfer, set over, assign, convey, release, confirm and deliver to Buyer all of Seller's right, title and interest in and to any and all equipment,furniture. furnishings, fixtures and other tangible personal property owned by Seller that is attached, appurtenant to or used in connection with the real property legally described on the attached Exhibit A. Seller represents and warrants that it is the sole owner of, and has good title to, such personal property, and has full right and authority to transfer and deliver the same, and will defend the sale hereby against cacti and every person claiming otherwise. IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the date first above written. SELLER: By: Its: Real Estate Purchase and Sale Agreement 2 3 EXHIBIT D. List of Seller's Personal Property to Remain with Buyer a EQUIPMENT--Ecology blocks and landscaping berms placed on the site by Seller for flood control purposes. FURNITURE 011anti CHAIRS description DIRECTORS OFFICE upholstered 1 LUNCH ROOMS small chairs a DISPUTE ROOM upholstered 4 VIPR ROOM upholstered 3 COURT ROOM 41 upholstered 9 JURY ROOM#1 upholstered 6 " COURTROOM#2 upholstered 2 JURY ROOM#2 upholstered 5 JURY ROOM It upholstered 6 COURT ROOM#4 upholstered 10 JUDGES CHAMBERS 2 upholstered 1 JUDGES CHAMBERS 3 upholstered 2 JUDICIAL Chair upholstered 1 Probation upholstered 9 desks DIRECTORS OFFICE straight desk with return 1 i CLERKS OFFICE rube -desks 9 MAGISTRATES OFFICE std desk 1 LOBBY 30 X 60 desk 1 Probation old metal 5 Credenza DIRECTORS OFFICE basic 1 Probation basic 2 tables LUNCH ROOMS small round 3 Probation Lunch room small round 1 VIPR ROOM std 6 person 1 COURT ROOM #1 std 6 person 2 JURY ROOM#1 std 6 person 3 JURY ROOM #2 std 6 person 1 JURY ROOM #3 std 6 person 1 COURT ROOM#4 std 6 person 2 Real Estate Purchase and Sale Agreement 3 Probation std 6 person 2 file cabinets MAGISTRATES OFFICE laterals 2 drawer 2 Probation vertical 4 Probation Lunch room vertical 1 bookcases bookcases CLERKS OFFICE metal bookcase 4-shelf 1 Probation meta I bookcase 4-shelf 1 filing shelves CLERKS OFFICE attached metal shelving 4 judges suites JUDGES CHAMBERS 1 elaborate desk 2 JUDGES CHAMBERS 1 suite-credenza 3 JUDGES CHAMBERS 1 end table - part of suite 2 JUDGES CHAMBERS 2 wooden-bookcase 2 amoire part of suite 1 other Items Lobby Benches stone benches 1 lockers, 2 refrigerator 1 microwave 1 i Real Estate Purchase and Sale Agreement 4 EXHIBIT E Reciprocal Parking Easemcnt Real Estate Purchase and Sale Agreement 5 173 CONORnED COPY AFTER RECOW NG RI3TURN To: 2003gq012.2002929 PAGE 0lta F 007Fn 0.eq City of Kent r�+�roaEou�r rN&s Al ln,Psopaly Manogcr 220 Pourth Avenue S Kent,Washington 98032 Grantor: Ciiyof Kent,a Washington municipal corporation. Grantee: King County,a political subdivision of Washinglon. Abbreviated Legal Description: Pin Tract 24 liorseshoe Acre Tracts recorded in Vol. 13, page 10 and a Pin.of S.W. Rnssell DLC lying in the NW %,25-22.01,King County,Slate of Washington. Additional Legal Description on Cxhibil A—page 5--of Document. Assessor's Tar Parcel(l)No. 346230-0205.0 and 000060-0043-0. Project Name:Kent Municipal Court Parking Lot Document Dale; RECIPROCAL LARKING EASEMENT THIS INSTRUMENT made this Ix-wday of January,2003,by and between The CITY Or KENT, a municipal corporation of the Stale of Washington (the "City") and KING COUNTY,s political subdivision of the Saale of Washington(the"County"). t 1. Pproose. The City owns the real property legally described as Lot C in Exhibit A, which is incotporaled by this reference, The County owns the adjoining real property legally described as Lot D in Exhibit A. The City hac constructed two parking lots;Phase f and Phase 11,over portions of Lot C and Lot D. The Phase I parking lot is depicted in The cross hatched portion of Exhibit B, which is incotporated by this reference. The Phase If parking lot Is depicted In the cross hatched portion of Exhibit C,which is incorporated by this reference. The purpose of this Parking Casemcnl is to grant the City and the Comity ilia right to useihoportions of Die parking lots constructed on The other party's real property and to establish the allocation of the parking stalls Phase 1 and Phase 11 as between the City and the County. RECIPROCA L PARKwo EASEMENT-Page i or i fhernren King Carry and 0tv of hint) Real Estate Purchase and Sale Agicoment 6 i 1 173 • 2. GLgn to City. The County, for and in consideration of mutual benerils derived and/or other valuable consideration,receipt of which is hereby acknowledged by the County, does grant to the City,its successors and/or assigns, air casement for use or and access to any portion of the Phase I parking smlIs depicted in Exhibil Blind the Phase 11 parking stalls deputed on Exhibit C,which are located on the real property Iegnlly described in Exhibit A as Lot D. The Counly reserves ilia right to use the easement area,so long as that use does not unreasonably interfere with the use of theCily and to long as that use is consistent with the conveyanceby the City in the(oilowingParagraph. 3. Gran to County The City,for and in consideration of mutual benefiis derived and/or otherWitable consideration,receipt of which is hereby acknowledged by City,does grunt In ilia County,its successors and/or assigns,the following: an casement for rise orond access to any portion of the Phase 1 parking stalls identified in Fxhibit E and phase 11 parking stalks depicted on F.ithibit C,which are located on ilia real property legally described in E`dubil A as Lot C. The City shall raisin the right to use the casement area,$o long as that use does not unreasonably interfere with die use of ilie County and so tong as that use is consistent with the conveyance by ilia County in the previous paragraph, 4, Parkm¢Stall Alioca io i he County will have use of and access in seven(7)of the twenty-one(2 1)Phase 1 parking stalls and use of and access to ten O0)of The thirty-three (33)Phase 11 parking stalls ( ; 5. vMainlenance. The City shall maintain and repair the parking lots as shown in Exhibit a rod C. 1 i 6. Perms of Use_ The City and County shall at all times exercise their rights under this Easement in accordance with the requirements of all applicable statutes, orders,odes and regulations of any public authority having jurisdiction, The City and County ncccpi the easement areas In their present physical condition,as is. 7. Indemnification. County does hereby release,indemnity and promise to defend and save harmless City from and against any and all liability,loss,damage,expense addons and claims,including costs and reasonable attorneys reel intulred by City in connection therewith, arising directly or indirectly on account of or out or ilia negligent exercise by Counly, its servants,agents,employees,and contractors of ilia rights granted in this Easement. City does hereby release,indemnify and promise to defend and save harmless County from and against any and all liability, loss, damage, expense actions and claims, including costs and nasonabla aliomcy's fees incurred by County in connection therewith, arising directly or indirectly on account of or out of the negligent exercise by City, its servants, agents, employees and contractors of the rights granted to this Easement. 1 j RECIPROCAL PARKING EASEAI FN'f.Page 1 or4 (beniren King County and City of RcnQ Real Fstate Purchase and Salc Agreement 7 a t a 173 8. Run with Ilia Load. This Reciprocal Easement shall be a covenant running with the land forever and shall be binding on the City and County,their successors and oasigas. KING COUNTY: CITY GNT: r oy: Ry: Print print . e: Jirn While lls:�, :t t- r, , Its Mavor Date: I STATE OF IVAS,11NO fON ) 33. COUNTY OF KING ) , I 1 hereby certify that on the a N dayvwumc'��Inl, N 04a( ,20031 know or have ! satisfactory evidence that c the pers who appeared before me,nailsaid person ocknoivtedged that he signed Ibis f on oat stated that he Is urh •cd��a cxecule the Insinxnent on behairof the KING COUNTY,as its �i t Chn 41'.rnil ( I such execution to be the free and voluntary not of such party for the usiff and j1inposes mentioned in the foregoing instrument. ' •A'o�ayS'dAIwIA/txar)V„a,n nxsBar „......-11i}VITNESS WIIEREOP.i have hereumo set my hand and official seat the day and year fxsl 'at�ovt,+hf�tep'r• ,4. a lei NOTARY PUbLICjnan}IfU I State ashingfors residing al__•_',� 1! . ; My appointment c-phesR� i I RECIPROCAL PARKING BASEMENT•Page J ord (bensren Xing Cmuuy and Cry of Ke1t0 I i Real Estate Purchase and Sale Agreement 8 113 STATC OF IVASHINOTON ) ss. COUNTY OF KING ) I hereby certify that on the day of 2002,1 know or have satisfactory evidence that Jim While is the person who appeared before me, and said person acknowledged that he signed this instrument,on oath slated that he Is authori7xd to execute the instrument on bdtalf of the CITY OF ICM as its Dlnyor,and such execution to be the free and voluntary adofsuch pally for the uses and purposes menhoacd in the foregoing inslmment - NaavysmtumrAn/K'u'aM1Aw71Va&+r- . IN WITNESS vn IEREOF,1 have ewro set my hand and otlkial seal the day and yeor first abv`E�j Rn 9 d 7 t e HarA�eJ �a a NOTARY PUB IC nand for Ih4 Sr al of Ivashingron 9.0 OR YAtM��r� Mynppornnnentea .a�/��L`�_ APPROVED AS TO FORRI: G J K UNTY APPROVED AS TO FORM: KIIVi ADAMS PRA'FT Kent Assismnt City Attorney RECIPROCAL PARKING LASLMhN r-Page 4 of 4 _ (AeArrrn Aing Carwry and fby„fKeq r Real Estate Purchase and Sale Aglcement 9 s Y } 9 a a a 173 LOT PC`.CHY OF KENT TAX ACCOUNT NUMBER: 34628002050 LEGAL DESCRIPTION: HORSES110E ACRE TRSTOKENTPORTRACY243PMaW RUSSELL DLC 1 411N HW CTR SYR 25-22 04 OAF;RES AT INTSN E MON EAST VALLEY 2 HWY(AKA CENTRAL AVE)WITH N IN TRACT 24 HORSESHOE ACRES Tit N 00Ao.16 E ALONG E:MGN FAST VALLEY 1IWY DIST 160 00 FT TH S 89 44.28 E PLL WNH N LN SO I TRACT 24 DIST 143.00 FT Tit W 0040.16 E PLL WITH EAST WALLEY HWY 205 99 FT MA.TO ' S MON S 259T11 ST TH FASTALO S L10142 259THSr90.07 FT MA.TO PT 187,12 FT OF E LN SEC 25 TH S 00-35-50 W PLL WITH E W SEC DIST 366 85 FT TO N LN IRACT 24 HORSESHOE!ACRES TH N 80-44-28 W AM SO N LN 689a FT TH S wo-30 26 W 53 83 FT TH S 4 6-54-"E 94.10 FT TH S 0"3.47 W 84.40 FT TH S 8"S.24 E 128.T3 FT TH S O407•5T W 114 25 FT'TO S LN TRACT 24 HORSESHOE ACRES TH N 09 44.28 W ALO SO S LN 363.79 FT TO E MON EAST VALLEY H WY T11 N 00-40.16 C ALG SO E AIGN 316 OD FT TO TPOO. { LOT•D'.KTNO COUNTY TAX ACCOUNT HUMBER: 0006604K143,0-, LEGALDESCRIPTION: SWRUSSELLDC041PORTRACT24IMMS140EAC1tE TpACTS L POR S W RUSSELL OLC IN NW OTR StR 2522 04 OAF.DEG AT INTSN S RNORY LN SO OLC WITH E LN SEC 25 TH N 89-14.28 W ALO S BNOnY SD 13LC 59 06 FT TO TPOD TH S 00-07.57 W 203.74 FT TH N 89.3524 W 128.73 FT TH N OP03-47 E 84 4a Fr TI4 N 45.S4-33 W 94,1D TT TH 74 DD,0-28 E 58.83 FT TO S BNOAY SD tk.0 TH S 89,44 20 E U8 95 FT TO PT 197.12 FTW OF E W SEC 25114 N 90J5.50 E PLL TO SO E LN.166 85 F't MA.TO S MGN S 259TH ST TI1 E ALG S MON 102.13 FT MIL TO PT eS W F T W OF E LN SFC 25 TH S 08,36.S0 1 W 3G7,42 FT TO S Lti SO OLC TH U 89 44�28 E ALG S LN 25,14 FT TO TPOB_ i } i I Y RSIIIDIT "A" 1 Real Estate Put chase and Sale Agreement 10 173 } s . . � s SQlln 12591t15TREE7 i 1 LQT HUT QW i j 1 f I t -------------------- _----__- cxn�prr •e- Real Estate Purchase and Sale Agreement 11 113 r y axuiuiT •c• Ir I LOT•A' ! � i gar Q �`;� ki _ = i J r r m Lam ' __-,__._-_-_-_ ---- f } d fi EXHIBIT F Certificate of Non-Foreign Status. Real Estate Purchase and Sale Agreement 13 i I Certificate of Non-Foreign Status. Section 1445 of the Internal Revenue Code provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign , person. To inform the transferee that withholding of tax is not requited upon the disposition of a United States real property interest by KING COUNTY ("Transferor"), the undersigned hereby certifies the following on behalf of Transferor: I. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); and 2. Transferor's United States employer identification number is 91-6001327, and 3. Transferor's office address is King County Facilities Management Division, Asset Development and Management Section, Room 500 King County Administration Building, 500 Fourth Avenue, Seattle, WA 98104 Transferor understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I fur ther declare that 1 have authority to sign this document on behalf of Transferor. DATED this` _ day of ----_--------, 2004. TRANSFEROR: KING COUNTY By Titlo-- ---_--_-- Real Estate Purchase and Sale Agreement 14 REQUEST FOR MAYOR'S SIGNATURE NT Please Fill in All Applicable Boxes WAn Hw�rVx Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Originator: Tom Brubaker Phone (Originator): 5786 Date Sent: 9/28/11 Date Required: ASAP Return Signed Document to: Kim Komoto CONTRACT TERMINATION DATE: N/A VENDOR NAME: King Count K.C. DATE OF COUNCIL APPROVAL: 7/5/11 Brief Explanation of Document: Purchase and Sale Agreement for the Aukeen District Courthouse between King County and the City of Kent for $5,600,000.00. All Contracts Must Be Routed Through The Law Department fitu a6�to be completed by the Law Department) Received: SEP 2 2�11 Approval of Law Dept.: TLAW 'y{}}rr'^^'PT LN"- Law Dept. Comments: Date Forwarded to Mayor: Shaded Areas To Be Completed By Administration Staff Received: Recommendations and Comments: fl �Disposition: 0�� `�-� � ILV C!-7'& ' �j.i Date Returned, Cii�Ctry, Pack Northwest Title Company 215 Columbia Street Seatta FirstA.� 7el" call Phn- (206)43--WA 4400 L Fax- (206)343 4720 RECEIVED , 12/05/2011 DEC 0 6 2011 City of Kent KENT LAW DEPT ' 220 Fourth Avenue South • Kent, WA 98032 RE Our Escrow Number. 1162316 (SAO) King County/City of Kent Property- 1210 Central Avenue S, Kent, WA 98030 Dear City of Kent: The above-referenced escrow transaction has been completed. We enclose the following: x Final Closing Statement - RETAIN FOR TAX PURPOSES x Check in the amount of S223 00 X Copies of closing documents i el , Ja ie Enghohn Fir `timer can Title Co.-NCS Division 206-615-3048 I Pacific Northwest Title Company i FrrstAmerican ar 215 Columbia Street•Seattle,WA 98104 Buyer's Final Settlement Statemen�,gt American/Title Ino ,F'roi)y cerbhe this to ti_ �rz mop t o he original. By Property: 1210 Central Avenue S, Kent,WA 98030 File No: 116231 Lot 2 Officer: Stephani wens/JE New Loan No: Settlement Date: 12/02/2011 Disbursement Date: 12/02/2011 Print Date: 12/05/2011, 9.22 AM Buyer: City of Kent Address: 220 Fourth Avenue South,Kent,WA 98032 Seller: King County Address: 500 Fourth Avenue, Suite 500, Seattle,WA 98104 Charge Description Buyer Charge Buyer Credit Consideration: Total Consideration 5,600,000 00 Deposits in Escrow: Receipt No 7656 on 11/28/2011 by City of Kent 5,611,565 03 Receipt No 7679 on 12/02/2011 by City of Kent 4,89375 Adjustments: Pu sonal Property 4,99900 Prorations• County Tax 12/02/11 to 01/01/12 $1104 01/yr 9074 Title/Escrow Charges to: ALTA Standard Owner Policy-2006 to Pacific Northwest Title Company$8,300 00 Sales Tax 9,08850 $788 50 Record Warrant Deed-First to Pacific Northwest Title Company 7700 Disbursements Paid: transfer taxpersonal property to Washington State Department of Revenue 47491 Settlement Fee (1375+ 130 63 tx)to First American Title-NCS Division 1,50563 Cash( From)(X To)Borrower 22300 Totals 5,916,458 78 5,616,458 78 i Pacific Northwest Title Company s9 l FirstAmerican 215 Columbia Street•Seattle,WA 98104 Buyer's Estimated Settlement Statement Property: 1210 Central Avenue S,Kent,WA 98030 File No: 1162316 Lot: 2 Officer: Stephani Owens/AL New Loan 1\o: Estimated Settlement Date: 12/02/2011 Disbursement Date: Print Date: 11/29/2011,4:45 PM Buyer: City of Kent Address: 220 Fourth Avenue South,Kent,WA 98032 Seller: King County Address: 500 Fourth Avenue, Suite 500, Seattle,WA 98104 Charge Descri tion Bu er Char a Buyer Credit Consideration: Total Consideration 5,600,000.00 Deposits in Escrow: Receipt No 7656 on 1 1/28120 1 1 by City of I{ent 5,611,565.03 Adjustments: Personal Property 4,999.00 Prorations• County Tax 12/02/11 to 01/01/12 $1104 0 1/yr 90.74 Title/Escrow Charges to: Settlement or Closing Fee to Pacific Northwest Title Company$1,375 00 Sales Tax $130.63 1,505 63 ALTA Standard Owner Policy-2006 to Pacific Northwest Title Company$8,300 00 Sales Tax. 9,08850 $799 50 Record-Miscellaneous 30000 Transfer Tax-additional to Washington State Department of Revenue 47491 Cash(X From)( To)Borrower 4,89375 Totals 5,616,458.78 5,616,458.78 Buyer(S): City of Kent, a municipal corporation f the State of Washingt6n y G 1�� Certificate of Non-Foreign Status. Section 1445 of the Internal Revenue Code provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person To inform the transferee that withholding of tax is not required upon the disposition of a United States real property interest by KING COUNTY ("Transferor"), the undersigned hereby certifies the following on behalf of Transferor: 1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations), and 2. Transferor's United States employer identification number is 91-6001327, and 3. Transferor's office address is King County Facilities Management Division, Asset Development and Management Section, Room 500 King County Administration Building, 500 Fourth Avenue, Seattle, WA 98104 Transferor understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. < Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Transferor. DATED this _ T day of ✓ , 20W TRANSFEROR: KING COUNTY 9 By 1: Trt '" '� 7 /f � 'i�6/I GLf `r P� yG BILL OF SALE AND ASSIGNMENT THIS BILL OF SALE is made as of this 1st day of December, 2011, by KING COUNTY ("Seller"), in favor of City of Kent, a political subdivision of the State of Washington ("Buyer"), with reference to the following facts. NOW, THEREFORE, for consideration in the amount of Four Thousand Nine Hundred Ninety Nine Dollars ($4,999.00), Seller does hereby absolutely and unconditionally give, grant, bargain, sell, transfer, set over, assign, convey, release, confirm and deliver to Buyer all of Seller's right, title and interest in and to any and all equipment, furniture, furnishings, fixtures and other tangible personal property owned by Seller that is attached, appurtenant to or used in connection with the real property legally described on the attached Exhibit A. Seller represents and warrants that it is the sole owner of, and has good title to, such personal property, and has full right and authority to transfer and deliver the same, and will defend the sale hereby against each and every person claiming otherwise. IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the date first above written. SELLER: By: Its: Fg k EXHIBIT A List of Seller's Personal Property to Remain with Buyer EQUIPMENT—Ecology blocks and landscaping berms placed on the site by Seller for flood control purposes. i FURNITURE Ouantity CHAIRS description DIRECTORS OFFICE upholstered 1 ! LUNCH ROOMS small chairs 8 DISPUTE ROOM upholstered 4 VIPR ROOM upholstered 3 COURT ROOM #1 upholstered 9 JURY ROOM #1 upholstered 6 COURTROOM #2 upholstered 2 JURY ROOM #2 upholstered 5 JURY ROOM #3 upholstered 6 COURT ROOM #4 upholstered 10 JUDGES CHAMBERS 2 upholstered 1 JUDGES CHAMBERS 3 upholstered 2 JUDICIAL Chair upholstered 1 Probation upholstered 9 desks DIRECTORS OFFICE straight desk with return 1 CLERKS OFFICE cube -desks 9 MAGISTRATES OFFICE std desk 1 LOBBY 30 X 60 desk 1 Probation old metal 5 Credenza DIRECTORS OFFICE basic 1 Probation basic 2 tables LUNCH ROOMS small round 3 Probation Lunch room small round 1 VIPR ROOM std 6 person 1 COURT ROOM #1 std 6 person 2 JURY ROOM #1 std 6 person 3 JURY ROOM #2 std 6 person 1 JURY ROOM #3 std 6 person 1 COURT ROOM #4 std 6 person 2 Probation std 6 person 2 file cabinets MAGISTRATES OFFICE laterals 2 drawer 2 Probation vertical 4 Probation Lunch room vertical 1 bookcases bookcases CLERKS OFFICE metal bookcase 4-shelf 1 i Probation metal bookcase 4-shelf 1 filing shelves CLERKS OFFICE attached metal shelving 4 judges suites JUDGES CHAMBERS 1 elaborate desk 2 JUDGES CHAMBERS 1 suite-credenza 3 JUDGES CHAMBERS 1 end table- part of suite 2 JUDGES CHAMBERS 2 wooden- bookcase 2 amoire part of suite 1 other items Lobby Benches stone benches 1 lockers, 2 refrigerator 1 microwave 1 First American Title t i Insurance �i by certifies o o Co be a true and PY of or"ginal. By: AFTER RECORDING RETURN TO: K. C. Real Estate Services 500 King County Admin. Bldg. 500 Fourth Avenue Seattle,WA 98104 r STATUTORY WARRANTY DEED GRANTOR - KING COUNTY GRANTEE - CITY OF KENT LEGAL- - SEE ATTACHED EXHIBIT A d TAX NO. - 000660-0043-00, 346280-0206-00, 346280-0207 and 346280-0206- 01 The Grantor, KING COUNTY, a political subdivision of the State of Washington, for and in consideration of ONE DOLLAR ($1.00) and other valuable consideration, the receipt of which is hereby acknowledged, does hereby convey and warrant unto the Grantee, City of Kent, a municipal corporation of the State of Washington, all its right, title and interest of, in and to the following described real property, situated in King County, Washington- SEE LEGAL DESCRIPTION IN EXHIBIT "A"ATTACHED HERETO AND BYTHIS REFERENCE INCORPORATED HEREIN. Dated this X day of December, 2011 GRANTOR GRANTEE KING COUNTY CITY OF KENT BY BY TITLE TITLE off' Date Date / // STATE OF WASHINGTON ) SS. COUNTY OF KING )I certify that I know or have satisfactory evidence that"y' Zdk ftlishe person who signed this instrument and on oath stated th s e was tho ' d t execute the instrument as 1 (J✓ for Eh and acknowledged it to be the:fir&and voluntary act of such arty for the uses and purposes mentioned in the instrument WITNESS WIWM0F,I have hereunto set my hand and affixed my official seal as of the day of (Print Name) . A/1( `0\\\\1Ngllljr O NOTARY P LI for the State of Washington �: q pj p p Residing at > Washington. H g 0 My appointment expires:Cn -7 'q GBL1G = DANIEL T. SATTERBERG Office of the Prosecuting Attorney PROSECUTING ATTORNEY CIVIL DIVISION W400 King County Courthouse IQ 516 Third Avenue King County Seattle,Washington 98104 (206)296-9015 FAX(206)296-0191 November 30, 2011 VIA EMAIL Aubryum Ludberg,LPO Pacific Northwest Title Company 215 Columbia Street, Seattle,WA 98104 Re: Seller: King County Purchaser: City of Kent Property: Aukeen District Courthouse,Kent,WA Escrow No: 1162316 Dear Ms. Ludberg- Pacific Northwest Title Company("PNW")has been nominated by King County, a political subdivision of the State of Washington("Seller"), and the City of Kent, a municipal corporation of " row the State of Washington ("Purchaser"),to act as the escrow agent to consummate a transaction between these parties. These joint escrow instructions shall not be amended except by written amendment signed by Steve Salyer,Real Estate Services Manager for Seller King County and John Hodgson,Chief Administrative Officer for Purchaser, City of Kent or their respective attorneys,the Office of the King County Prosecuting Attorney(Civil Division) and the City Attorney's Office, City of Kent. This transaction involves the sale by Seller to Purchaser of certain real property located in the City of Kent, County of King,Washington(the "Property"), which Property is more particularly described in that certain Commitment for Title Insurance, Fourth Report, issued by PNW and dated October 17, 2011, at 8 00 A.M.,under Order No. 1162316 (the "Commitment"). Such transaction is to be consummated pursuant to a Real Estate Purchase and Sale Agreement between Seller and Purchaser dated September 29, 2011 and the letter from Purchaser waiving and removing contingencies,dated November 17, 2011 (collectively called the "Agreement"). Terms defined in the Agreement shall have the same meaning when used herein. This transaction is to be consummated on or before the close of business on December 2, 2011. In the event that closing has not occurred by the close of business on December 2, 2011,you are instructed to take no further action in this escrow without the further written instruction of the parties A. On or before the date of closing, Seller shall deliver the following documents into g escrow with you: Prosecutmg Attorney King County Aubryum Ludberg 30 November 2011 Page 2 1. Original of Statutory Warranty Deed for the Property (the "Deed") executed by Seller. 2. Original of Real Estate Excise Tax Affidavit(the "Tax Affidavit")to be filed along with Deed,which has been executed by or on behalf of Seller. 3. Fully executed original Bill of Sale("Bill of Sale"). 4. Fully executed original of a Certificate of Non-Foreign Status (the "FIRPTA"). 5. Fully executed Seller's Estimated Closing Statement. 6. Any other documents, approvals or consents necessary to consummate this transaction. B. On or before the date of closing,Purchaser shall deliver or cause to be delivered into escrow with you the following: 1. Cash or immediately available funds in the amount of the purchase price of $5,600,000.00 together with cash or immediately available funds in the amount of the personal property purchase price of$4999, all to be paid by purchaser,plus cash in an amount sufficient to pay Purchasers' share of closing costs, as indicated ob the Buyer's Estimated Settlement Statement. 2. The Tax Affidavit, executed by or on behalf of Purchaser. 3. Fully executed Buyer's Estimated Closing Statement. 4. Any other documents, approvals or consents necessary to consummate this transaction. C. You are hereby instructed to close this escrow only when the following conditions precedent have occurred: 1. You have received from Seller the items referred to in Paragraph A above. 2. You have received from Purchaser the items referred to in Paragraph B above. 3. Seller and Purchaser have approved their respective closing statements. 4. You have signed off on these instructions and have returned a fully signed copy to the undersigned via email or facsimile. JOINT ESCROW INSTRUCTIONS 2 Prosecutmg Attorney King County Aubryum Ludberg 30 November 2011 Page 3 5. You have received the email authorization of Seller to close this transaction. 6. You have received the email authorization of Purchaser to close this transaction. ; 7. PNW is irrevocably committed to issue Purchaser an ALTA Owner's Policy of Title Insurance in the amount of$5,600,000 00 (the "Owner's Policy"), insuring Purchaser that fee simple title to the Property is vested in Purchaser, subject only to Schedule B exemptions listed in the Commitment. D. You are hereby instructed to consummate this transaction by effecting the following in the order stated: 1 Make sure that all of the documents are dated as of the closing date (unless otherwise dated), properly signed and notarized where appropriate and have all (if any) exhibits attached, and assemble any counterpart signature pages. 2. Record the Deed. 3. Assess closing costs between Seller and Purchaser in accordance with the Agreement. 4. Prepare final closing statements for all parties. 5. Deliver net proceeds of the sale to Seller. 6. Deliver to Purchaser, in care of the undersigned, a take-off copy of the recorded Deed, with the recorded original to follow, and a certified copy of Final Buyer's Closing Statement. 7. Deliver to Seller a certified copy of the Final Seller's Closing Statement. 8. Issue the Owner's Policy to Purchaser. If you have any questions regarding these instructions, or in the event there is a conflict between these instructions and the instructions of any other party to this transaction, please contact the undersigned immediately. Please acknowledge receipt and acceptance of these instructions on the original and enclosed copy of this letter and return a fully signed copy to the undersigned via email or facsimile. Also,please notify the undersigned by email of the recording numbers of all documents promptly after recording. Thank you. If you have any questions, please let us know. JOINT ESCROW INSTRUCTIONS 3 Prosecuting Attorney King County Aubryum Ludberg 30 November 2011 Page 4 Signed by the parties in counterparts. For DANIEL T. SATTERBERG, King County Prosecuting Attorney for KING COUNTY By: TIMOTH BARNES Senior Deputy Prosecuting Attorney Timothy Barnes@kingcounty gov OFFICE OF THE CITY ATTORNEY for CITY OF KENT By: TOM BRUBAKER City Attorney tbrubaker@kentwa gov TB/tb cc: Hon. John Hodgson, City of Kent Steve Salyer, Manager, KC-RES AGREED TO AND ACCEPTED this 2 of 2011: PACIFIC NORTHWEST TITLE COMPANY By: Aubrvum Ludberg, LPO JOINT ESCROW INSTRUCTIONS 4 Prosecuting Attorney Kmg County Laura Lau 30 Novernber 2011 Page 4 facsimile. Also,please notify the undersigned by email of the recording numbers of all documents promptly after recording. Thank you. If you have any questions,please let us know. Signed by the parties in counterparts. For DANIEL T. SATTERBERG,King County Prosecuting Attorney for KING COUNTY By: TIMOTHY BARNES Senior Deputy Prosecuting Attorney Tiiitothy.Bat,nes@kingeotinty.gov OFFICE OF THE CITY ATTORNEY for CITY OF KENT By: TOA BRUBAI<ER City Attorney tbYubaker@kenhva.gov TB/tb cc: Hon. John Hodgson, City of Kent Steve Salyer,Manager,KC-RES AGREED TO AND ACCEPTED this of 2011: FIRST AMERICAN TITLE INSURANCE COMPANY By: Laura Lau,LPO Senior Commercial Closing Officer JOINT ESCROW INSTRUCTIONS 4 WIRE INSTRUCTIONS Funds to US Bank Bank Name: US Bank Bank Address 1420 5th Avenue, 10th Floor Seattle, WA 98101 ABA ROUTING #: 123 000 848 ACCOUNT #" 153910682969 ACCOUNT NAME: King County SWIFT Code: USBKUS441MT (for international wires) CONTACT: Tom Brown NOTIFY EMAIL: CASH.MANAGEMENT(&-KINGCOUNTY.GOV PHONE #: 206-296-7304 i Certificate of Non-Foreign Status. Section 1445 of the Internal Revenue Code provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person To inform the transferee that withholding of tax is not required upon the disposition of a United States real property interest by KING COUNTY ("Transferor'), the undersigned hereby certifies the following on behalf of Transferor- 1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations), and 2. Transferor's United States employer identification number is 91-6001327, and 3. Transferor's office address is King County Facilities Management Division, Asset Development and Management Section, Room 500 King County Administration Building, 500 Fourth Avenue, Seattle, WA 98104 Transferor understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Transferor. DATED this —1-5?_ day of_ �✓ , 20# TRANSFEROR: KING COUNTY By Title � �'" Escrow No. 1162316 Pacific Northwest Title Company ''� •Yf R/Ct ti i irsf American LIMITED PRACTICE OFFICER DISCLOSURE Pursuant to Rule 12 of the Rules for Admission to Limited Practice of Law by the Supreme Court of the State of Washington,the following notice is given to the principals of the transaction referred to below A person certified as a Limited Practice Officer under this Rule may select,prepare and complete documents in a form approved by the Limited Practice Board for use in closing a loan,extension of credit,sale or other transfer of real or personal property Such documents shall be LIMITED to deeds,promissory notes,guarantees,security agreements, releases,Uniform Commercial Code documents,assignments,contracts,real estate excise affidavits,bills of sale and other documents as from time to time may be approved by the Board with concurrence of the Supreme Court Further,the Limited Practice Officer named herein will select,prepare and complete certain legal documents required for the closing of this transaction in accordance with the agreement of the principals and only in connection with this transaction,and you are further advised (i) That the Limited Practice Officer is not acting as the advocate or representative of either of the clients, (ii) That the documents prepared by the Limited Practice Officer will affect the legal rights of both the clients; (iii) That the clients'interest in the documents may differ, (IV) That the clients have a right to be represented by a lawyer of their own selection, (v) That the Limited Practice Officer cannot give legal advice as to the manner in which the documents affect the clients Limited Practice Officer: Stephani Owens, LPO#169 Property Address 1210 Central Avenue S,Kent,WA 98030 Documents Prepared Real Estate Excise Tax Affidavit The undersigned hereby acknowledge that they have read,understand and received a copy of this statement prior to execution of any documents in connection with this transaction,and authorize the selection,preparation and completion of the legal instruments in accordance with this agreement (The Limited Practice Officer will require this notice signed and returned prior to the preparation of documents) SELLER(S) PURCHASER(S)- King County, a municipal corporation and City of Kent, a municipal corporation of the political subdivision of the State of Washington State of Washington By By: . Escrow No. 1162316 Pacific Northwest Title Company 4'Z %MER/C,/ " F rst American LBUTED PRACTICE OFFICER DISCLOSURE Pursuant to Rule 12 of the Rules for Admission to Limited Practice of Law by the Supreme Court of the State of Washington,the following notice is given to the principals of the transaction referred to below A person certified as a Limited Practice Officer under this Rule may select,prepare and complete documents in a form approved by the Limited Practice Board for use in closing a loan,extension of credit,sale or other transfer of real or personal property.Such documents shall be LIMITED to deeds,promissory notes,guarantees,security agreements, releases,Uniform Commercial Code documents,assignments,contracts,real estate excise affidavits,bills of sale and other documents as from time to time may be approved by the Board with concurrence of the Supreme Court. Further,the Limited Practice Officer named herein will select,prepare and complete certain legal documents required for the closing of this transaction in accordance with the agreement of the principals and only in connection with this transaction,and you are further advised. (i) That the Limited Practice Officer is not acting as the advocate or representative of either of the clients; (ii) That the documents prepared by the Limited Practice Officer will affect the legal rights of both the clients; (iii) That the clients'interest in the documents may differ, (iv) That the clients have a right to be represented by a lawyer of their own selection, (v) That the Limited Practice Officer cannot give legal advice as to the manner in which the documents affect the clients. Limited Practice Officer: Stephani Owens, LPO#169 JimQQ Property Address 1210 Central Avenue S,Kent,WA 98030 \/ Documents Prepared: Real Estate Excise Tax Affidavit The undersigned hereby acknowledge that they have read,understand and received a copy of this statement prior to execution of any documents in connection with this transaction,and authorize the selection,preparation and completion of the legal instruments in accordance with this agreement (The Limited Practice Officer will require this notice signed and returned prior to the preparation of documents) SELLER(S): PURCHASER(S): King County, a municipal corporation and City of Kent, a municipal corporation of the political subdivision of the State of Washington State of Washington AFTER RECORDING RETURN TO: K C Real Estate Services 500 King County Admin Bldg. 500 Fourth Avenue Seattle, WA 98104 STATUTORY WARRANTY DEED GRANTOR - KING COUNTY GRANTEE - CITY OF KENT LEGAL - - SEE ATTACHED EXHIBIT A TAX NO. - 000660-0043-00, 346280-0206-00, 346280-0207 and 346280-0205- 01 The Grantor, KING COUNTY, a political subdivision of the State of Washington, for and in consideration of ONE DOLLAR ($1 00) and other valuable consideration, the receipt of which is hereby acknowledged, does hereby convey and warrant unto the Grantee, City of Kent, a municipal corporation of the State of Washington, all its right, title and interest of, in and to the following described real property, situated in King County, Washington, SEE LEGAL DESCRIPTION IN EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE INCORPORATED HEREIN Dated this _day of December, 2011 GRANTOR GRANTEE KING COUNTY CITY OF KENT BY BY ,,Wee &�/L'.5o'evee s TITLE Date !Z�/��/ Date 3 e STATE OF WASHINGTON ) ) SS. COUNTY OF KING ) I certify that I know or have satisfactory evidence that STEPHEN L SALYER is the person who signed this instrument and on oath stated that s/he was authorized to execute the instrument as Manager,Real Estate Services for King County and acknowledged it to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal as of the day of�DzC—,eambt,n , 2011. (Print Name) rc A.�baV t C S `�`��ISIIII►t►tq�� NOTARY PUBLIC for the State of Washington Residing at xi✓ )an Washington E,iN,iit My appointment expires 3� / �•': s z +�... �. STATE OF WASHINGTON ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that is the person who signed this instrument and on oath stated that s/he was authorized to execute the instrument as for and acknowledged it to be the free and voluntary act of such parry for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal as of the day of 2010. (Print Name) NOTARY PUBLIC for the State of Washington Residing at , Washington. My appointment expires. i x EXHIBIT 'A' LEGAL DESCRIPTION: PARCEL A: LOT 2, CITY OF KENT BOUNDARY LINE ADJUSTMENT NUMBER LL-2009-6 RECORDED UNDER RECORDING NUMBER 20100331900007, SAID BOUNDARY LINE ADJUSTMENT BEING A PORTION OF TRACT 24, HORSESHOE ACRES TRACTS TO KENT, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 15 OF PLATS, PAGE(S) 10, IN KING COUNTY, WASHINGTON,AND THAT PORTION OF THE S.W. RUSSELL DONATION LAND CLAIM IN SECTION 25,TOWNSHIP 22 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, TOGETHER WITH THE SELLER'S RIGHT UNDER RECIPROCAL PARKING AGREEMENT RECORDED UNDER KING COUNTY RECORDING NUMBER 20030122002929. PARCEL B: LOT 3, CITY OF KENT BOUNDARY LINE ADJUSTMENT NUMBER LL-2009-6 RECORDED UNDER RECORDING NUMBER 20100331900007, SAID BOUNDARY LINE ADJUSTMENT BEING A PORTION OF TRACT 24, HORSESHOE ACRES TRACTS TO KENT,ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 15 OF PLATS, PAGE(S) 10, IN KING COUNTY, WASHINGTON. Department of Revenue �►- REAL ESTATE EXCISE TAX AFFIDAVIT This form is your receipt Washington State P PLEASE TYPE OR PRINT CHAPTER 82.45 RCW—CHAPTER 458-61 A WAC when stamped by cashier. THIS AFFIDAVIT WILL NOT BE ACCEPTED UNLESS ALL AREAS ON ALL PAGES ARE FULLY COMPLETED (See back of last page for instructions) Check box if partial sale of property If multiple owners,list percentage of ownership next to name. Name: King County,a political subdivision of the Name City of Kent,a municipal corporation of the State of State of Washington,as to Parcel A,and King Washington x cccyyy w a Mailing Address 500 Fourth Avenue,Suite 500 Marlin Address 220 Fourth Avenue South r, City/Stale/Zip Seattle WA 98104 rc City/State/Zip Ken[ WA98032 Phone No.(including area code) Phone No (including area code) Send all property tax correspondence to- ❑X Same as Buyer/Grantee List all real and personal property tax parcel account List assessed value(s) numbars-check box if personal property Name 000660-0043-00 0.00 Mailing Address 346280-0206-00 City/State Zip 346280-0207-09 Phone No (including area code) 1525 ® Street address of property 1210 Central Avenue S Kent,WA 98030 This property is located in Kent Check box if tiny of the listed parcels are being segregated from another parcel,are part of a boundary line adjustment or parcels being merged. Legal description of property(if more space is needed,you mny attach a separate sheet to each page of the affidavit) See legal description attached hereto and incorporated herein. Select Land Use Code(s): List all personal property(tangible and intangible)included in selling 59 price. enter any additional codes- (See back of last page of instructions) YES NO Is this property exempt from property tax per chapter El �X 84 36 RCW(non profit organization)? YES NO If claiming an exemption,list WAC number and reason for exemption: IS this property designated its forest land per chapter 84 33 RCW? ❑ 0 Is this property classified as current use(open space,farm and 0 WAC No.(Section/Subsection) 458-61A-205 agricultural,or timber)land per Chapter 84 34? Is this property receiving special valuation as historical property ® Reason for exemption Government Transfers per Chapter 84.26 RCW? If any answers are yes,complete as instructed below. (1)NOTICE OF CONTINUANCE(FOREST LAND OR CURRENT USE) Type of Document Statutory Warranty Deed NEW OWNER(S)* To continue the current designation as forest land or classification as current use(open space,farm and agriculture,or timber)land,you Date of Document November 08,2011 must sign on (3) below The county assessor must then determine if the land transferred continues to qualify and will indicate by signing below If the land no Gross Selling Price $ 5,600,000.00 longer qualifies or you do not wish to continue the designation or classification,it *Personal Property(deduct) $ 4,999.00 will be removed and the compensating or additional taxes will be due and payable Exemption Charmed(deduct) $ 5,595,001.00 by the seller or transferor at the time of sale (RCW 84 33 140 or RCW Taxable Selling Price $ 84.34 108) Prior to signing(3)below,you may contact your local county assessor for more information Excise Tax State $ This land 7 does F7docs not qualify for continuance. Local $ *Delinquent Interest: State $ DEPUTY ASSESSOR DATE Local $ (2)NOTICE OF COMPLIANCE(HISTORIC PROPERTY) *Delinquent Penalty $ NEW OWNER(S),To continue special valuntion as historic property,sign(3) below. If the new owner(s)do not wish to continue,all additional tax calculated Subtotal $ 0.00 pursuant to chapter 84 26 RCW,shall be due and payable by the seller or transferor *State Technology Fee $ 5.00 at the time of sale. *Affidavit Processing Fee $ 5.00 (3)OWNER(S)SIGNATURE Total Due $ 10.00 PRINT NAME A MINIMUM OF$10.00 IS DUE IN PEE(S)AND/OR TAX *SEE INSTRUCTIONS T rrnmrry Trwrnrrn orwr TO mnTir •win nnnnrnm EXHIBIT 'A' LEGAL DESCRIPTION: f PARCEL A: LOT 2, CITY OF KENT BOUNDARY LINE ADJUSTMENT NUMBER LL-2009-6 RECORDED UNDER RECORDING NUMBER 20100331900007, SAID BOUNDARY LINE ADJUSTMENT BEING A PORTION OF TRACT 24, HORSESHOE ACRES TRACTS TO KENT, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 15 OF PLATS, PAGE(S) 10, IN KING COUNTY, WASHINGTON, AND THAT PORTION OF THE S.W. RUSSELL DONATION LAND CLAIM IN SECTION 25, TOWNSHIP 22 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, TOGETHER WITH THE SELLER'S RIGHT UNDER RECIPROCAL PARKING AGREEMENT RECORDED UNDER KING COUNTY RECORDING NUMBER 20030122002929. PARCEL B: LOT 3, CITY OF KENT BOUNDARY LINE ADJUSTMENT NUMBER LL-2009-6 RECORDED UNDER RECORDING NUMBER 20100331900007, SAID BOUNDARY LINE ADJUSTMENT BEING A PORTION OF TRACT 24, HORSESHOE ACRES TRACTS TO KENT, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 15 OF PLATS, PAGE(S) 10, IN KING COUNTY, WASHINGTON. 1 I KeVenue wailowear,striae REAL ESTATE EXCISE TAX AFFIDAVIT Tlus Form is your receipt PLEASE TYPE OR PRINT CHAPTER 82 45 RCW—CHAPTER 458-61A WAC when stamped by cashier THIS AFFIDAVIT WILL NOT HE ACCEPTED UNLESS ALL AREAS ON ALL PAGES ARE FULLY COMPLETED (See back of last page for instructions) Check box ifpainal sale of property If multiple owners,list percentage of ownership next to name Name King County,a political subdivision of the Name City of Kent,a municipal corporation of the State of State of Washington,as to Parcel A;and King Washington a � Mating Address 500 Fourth Avenue,Suite 500 w T Marlin Address 220 Fourth Avenue South ]<< y C City/Slate/Zip Seattle,WA 9$104 19 City/State/Zip Kent,WA 98032 Phone No(including area code) Phone No (including area node) Sewall property tax correspondence to �% Same as Buyer/Grantee Lut sit real aM penonel property tax parcel account List assessed v alue(s) numbers-check box it personal properly Name 000660-0043-00 0.00 Mailing Address 3462130-0206-00 City/Stain Zip 346280-0207-09 Phone No (ineludmgareacode) 1525 t Street address ofproperty 1210 Central Avenue Sr Kent,WA 98030 This property is located in Kent ❑ Check box if any of the listed parcels are being segregated from another parcel,are part of a boundary line adpistment or parcels being merged Legal description ofpmperry(denote apace is needed,you may attach a separate sheet to each page of the affidavit) See legal description attached hereto and incorporated herein. Select Land Use Code(s) List all personal property(tangible and intangible)included in selling 59 price enter anv additional codes (See back of last page of instructions) YES NO Is this property exempt from property tax per chapter 84 36 RC W(non profit organuahon)^ YES NO If clamung an exemption,list WAC number and reason for exemption. Is this property designated as forest land per chapter 84 33 RCW? Is this property classified as current use(open space,fans and ® WAC No(Seclron/Subsectum) 45&41A-005 agncuimral,or Umber)land per Chapter 84 349 Is this property receiving special valuation as historical property ® Reason for exemption Gosernment Transfers per Chapter 84 26 RCW? If any answers are yes,complete as instructed below (1)NOTICE OF CONTINUANCE(FOREST LAND OR CURRENT USE) Type of Document Statutory Warranty Deed NEW OWNER(S) To continue the correct designation as forest land or classification as current use(open space,farm and agnculmre,or timber)land you Date of Document November 08,2011 must sign an(3)below The county assessor must then determine if the land transferred continues to qualify and will mdmate by signing below If the land no Gross Selling Price S 5,600,000.00 longer qualifies or you do not wish to continue the destgnation or classification it 'Personal Property(deduct) $ 4,999.00 will be removed and the compensating or additional taxes will be due and payable Exemption Claimed(deduct) $ 5,595,001.00 by the seller w transferee at the time of sale (RCW 8433140 or RCW Taxable Selling Price $ 84 34 109) Prior to signing(3)below,you may contact your local county assessor for more information Excise Tax State S This land ❑ does ❑ does not qualify for continuance Local $ 'DelinquenUnterest State $ DEPUTY ASSESSOR DATE Local S (2)NOTICE OF COMPLIANCE(HISTORIC PROPERTY) *Delinquent Penalty $ NEW OWNER(S)To continue special v aluanon as historic propecv,sign(3)below If the new owners)do not wish m continue,all additional nix calculated Subtotal $ 0.00 pursuant to chapter 84 26 RCW,shall be due and payable by the seller or transferor 'State Technology Fee S 5.00 at the time of sale. 'Affidavit Processing Fee $ 5.00 (3)OWNER(S)SIGNATURE Total Due $ 10.00 PRINT NAME A MINIMUM OF$10 00 IS DUE IN FEE(S)AND/OR TAX 'SEE INSTRUCTIONS I R ENALTY F PERJURY THAT THE FOREGOING IS TRUE AND CORRECT Signature of /Q.(/—`J Slgoamre of Grantor or Grantor's Agent Gnotce or Grantee's Agent Name(poor) �� • Name(print) d Date&cm of sigoml /' J/f/( Seattle Data&city ofsigmmg: Seattle I Perjury Perjury is a class C felonv which is punishable by imprisonment in the state correctional institution for a maximum term of not more than five years,or by a fine in an amount fixed by the color of not more than five thousand dollars($5,000 00) or by both mrpnscr merit and fine(RCW 9A 20 020(1C)) RED 840001 ae(92/11) TFUS SPACE-TREASURER'S USE ONLY COUNTY TREASURER RCv�kest`a REAL ESTATE EXCISE TAX AFFIDAVIT This fort is your nettpt PLEASE TYPE OR PRINT CHAPTER 82 45 RCW—CHAPTER 458-61A WAC when stamped by cashier THIS AFFIDAVIT WILL NOT BE ACCEPTED UNLESS ALL AREAS ON ALL PAGES ARE FULLY COMPLETED (See back of last page for instructions) Check box if partial sale at property If multiple owners,list percentage of ownership next to name es King County,a political subdivision of the Name City of Kent,a municipal corporation of the State of e of Washington,as to Parcel A;and King Washington I!Phme ngAddress 500 Fourth Avenue,Suite 500 55*t5Madm Address 220 Fourth Avenue South Sstate,'Ztp Seattle,WA98104 m cin5tate/zip xrntwA9ao32 No(mcludmg area code) Phone No(including area code) Sendaliprepeny tax conesporedevm to ❑X Sameas BuyedGrantee Installreale�pesomlpmpebotaz paredae..unt List assessed value(s) members check box dpersonal property Name 000660-0043-00 0.00 Marling Address 346280-0206-00 City State Zip 346280-0207-09 Phone No(including area code) 1525 Street address of property 1210 Central Avenue S Kent.WA 98030 _ This property is located in Kent ❑ Check box if any of the listed parcels are being segregated from another parcel are part of a boundary hue adjustment m parents being merged Legal description of property(if more space is needed,you may attach a separate sheet in each page of the affidavit) See legal description attached hereto and incorporated herein. Select Land Use Code(s) List all personal property(tangible and intangible)included in selling 59 price enter any additional codes (See back of last page of instructions) YES NO Is this property exempt from property tax per chapter 84 36 RCW(non profit orga ulationp YES NO If claiming an exemption,list WAC number and reason for exemption Is this property designated as forest land per chapter 84 33 RCW?❑ FR Is this property classified as current use(open space,farm and ❑ ® WAC No(Seetioil/Subsectim) 45 -61A-205 agricultural,or timber)land per Chapter 84 34? ' Is this property receiving special valuation as lustoncal property ® Reason for exemption Government Transfers per Chapter 84 26 RCW^ Harry answers are yes,complete as instructed below (1)NOTICE OF CONTINUANCE(FOREST LAND OR CURRENT USE) Type of Document Statutory Warranty Deed NEW OWNER(S) To continue the current designation as threat land or classification as current use(open space,farm and agriculture,in[umber)land,you Date of Document November 08,2011 f must sign on(3)below The county assessor must then determine of the land transferred continues to qualify and will nictitate by signing below If the land no Gross Selling Price $ 5,600,000.00 longer qualifies or you do not wish an continue the designation or dassification,it *Personal Property(deduct) S 4,999.00 will be removed and the compensating or additional taxes will be due and payable Exemption Claimed(deduct) $ 5,595,001.00 by the seller or transferor at the time of sale (RCW 8433140 or RCW Taxable Selling Price S 84 34 109) Prior in sighing(3)below,you may contact your local county assessor formoremformahon Excise Tax State S This land does F does not qualify for continuance Local $ *Delinquent Interest State $ DEPUTY ASSESSOR DATE Local $ (2)NOTICE OF COMPLIANCE(HISTORIC PROPERTY) *Delinquent Penalty $ NEW OWNER(S) To continue special valuation as historic property,sign(3) Subtotal S 0.00 below If the new owner(s)do not wish in continue,all additional tax calculated pursuant to chapter 84 26 RCW shall be due and pavable by the seller or transferor *State Technology Fee $ 3.00 at the nine of sale *Affidavit Processing Fee $ 3.00 (3)OWNER(S)SIGNATURE Total Due $ 10.00 PRINT NAME A MINIMUM OF$10.00 IS DUE IN FEE(S)AND/OR TAX *SEE INSTRUCTIONS I 'ERTr U ER PE ALT1'OF PERJURY THAT THE FOREGOING IS TRUE AND CORRECT Signature of Signature of Grantor or Grantor's ent ! Grantee or Grantee's Agent Name(print) ail Name(print) Date&city of signing Seattle Date&city of signing SeatOe Perjury- Perjury is a class C felony which is punishable by imprisonment in the state correctional institution for a maximum temt of not more than fine years,or by a fine man amount Shed by the court of not more than five thousand dollars($5 000 00),or by both imprisonment and fine(RCW 9A 20 020(1C)) REV 840001m(9/2/11) THIS SPACE-TREASURER'S USE ONLY COUNTY ASSESSOR Ruesick REAL ESTATE EXCISE TAX AFFIDAVIT This form Is your receipt PLEASE TYPE OR PRINT CHAPTER 82 45 RCW—CHAPTER 45861A WAC when stamped by cashier TBIS AFFIDAVIT WILL NOT BE ACCEPTFD UNLESS ALL AREAS ON ALL PAGES ARE FULLY COMPLETED I See back of last page for instructions) Check box rf partial sale of property If multiple owners,list percentage of ownership next to name Name KIn9 County,a political subdivision of the Name City of Kent,a municipal corporation of the state of state IN Washington,as to Parcel A;and King Washington �o Matting Address 500 Fourth Avenue,Suite 500 �� Mauan Address 220 Fouts Avenue Sou[h a y� CuysStam'Zip Seattle WA98104 m� CrtytState/Zip Kent WA98032 Phone No(mcluding area code) Phone No (including area eodel Send allpropertytax correspotdence to ❑X Santeas Biyer Gmutee List all real arts personal properp tax parml account List assessedtalue(s) numbvsc6eckboxopersonali,n) ry Name 000660-0043-00 0.00 Mining Address 346280-0206-00 n City State Zip 346280-0207-09 �n1 Phone No(including area code) 1525 I I Street address of property 1210 Central Avenue 5 Kent,WA 98030 This property is located in Kent Check box if any of the listed parcels are being segregated from another parcel are part of boundary line adjustment or parcels being merged Legal description of property(if more space is needed,you may attach a separate sheet to each page of the affidavit) See legal description attached hereto and incorporated herein. Select Land Use Codes) List all personal property(tangible and intangible)included in selling 59 price enter any additional codes (See back of last page of instructions) YES NO Is this property exempt from property tax per chapter 84 36 RCW(non profit organization)? YES NO If claiming an exemption,list WAC number and reason for exemption Is this property designated as finest land per cbapter 84 33 RCW?❑ Is this property classified as current use(open space,farm and ❑ ® W'AC No (Sectiom'Subsectoon) 458-l1A-205 agricultural,or amber)land per Chapter 84 349 ` Is this property receiving special valuation as historical property ® Reason for exemption Government Transfers per Chapter 84 26 RCW If any answers are yes,complete as instructed below (1)NOTICE OF CONTINUANCE(FOREST LAND OR CURRENT USE) Type of Document Statutory Warranty Deed NEW OWNER(S) To continue the current designation as forest land or classdinumm as current use(open space,farm and agriculture,or timber)land,you Date of Document November 08,2011 must sign on(3)below The county assessor must then determine if the land moistened continues to qualify and will indicate by signing below If the land no Gross Selling Price $ 5,600,000.00 longer qualifies or you do not wish to continue the designation or classification,it "Personal Property(deduct) S 4,999.00 will be removed and the compensating or additional taxes will be due and pavable Exemption Claimed(deduct) $ 5,595,001.00 by the seller or transferor at the time of sale (RCW 8433140 or RCW Taxable Selling?nee $ 8434 108) Prior to signing(3)below,you may contact your local county assessor for more information Excise Tax State $ This land F7does ❑ does not qualify for continuance Local $ "Delinquent Interest State $ DEPUTYASSESSOR DATE Local S (2)NOTICE OF COMPLIANCE(IBSTORIC PROPERTY) •Delmquent Penalty S NEW OWNER(S) To continue special valuation as historic property,sign(3) below If the new owriens)do not wish to continue,all additional tax calculated Submtel $ 0.00 pursuant to chapter 84 26 RCW,shall be due and pavable by the seller or transferor *State Technology Fee $ 5.00 at the auto of sale *Affidavit Processing Fee S 5.00 (3)OWNER(S)SIGNATURE Total Due S 10.00 PRINT NAME A MINNfUbt OF$10 00 IS DUE IN FEE(S)AND/OR TAX `SEE WSTRI;CTIONS 1 CERT ER PENALTY OF PE URY THAT THE FOREGOING IS TRUE AND CORRECT Signature of �.� Signature of Grantor or Grantor's Age t r Grantee or Grantee's Agent Name(print) Name(print) Date&city of signing Seattle Date&art of signing Seattle Perjury Perjury is a class C felSity oluch is punishable by imprisonment in the slate correctional institution for a macimum temp of not more than five years,or by a fine in an amount fixed by the court of not more than five thousand dollars($5,000 00),or by both imprisonment and fine(RCW 9A 20 0200C)) REV 84000lac(9¢tu) THIS SPACE-TREASURER'S USE ONLY DEPT OF REVENUE q b of R wwaax�eslow REAL ESTATE EXCISE TAX AFFIDAVIT This form is your receipt PLEASE TYPE OR PRINT CHAPTER 82 45 RCW—CHAPTER 458-61A WAC when stamped by cashier THIS AFFIDAVIT WILL NOT BE ACCEPTED UNLESS ALL AREAS ON ALL PAGES ARE FULLY COMPLETED (See back of last page for inetmcnons) Check box dpartial sale ofpropeM If multiple owners,list percentage ofownership next o name Name King County,a political subdivision of the Name City of Kent,a municipal corporation of the State of State of Washington,as to Parcel A;and King Washington ma x � Mmhng Address 500 Fourth Avenue,Suite 500 Maitre Address 220 Fourth Avenue South .c as Sy City/StamrZip Seattle,WA 98104 in� City/State/Zip Kant,WA 96032 Phone No(mcludmg area code) Phone No(including area code) Send all property tax coresporidence to 1z Seine as BuMIGrantee List all real and personal property us parcel eccoum List assessed value(*) numbers-check box rf personal property Name 000660-0043-00 0.00 Mailing Address 346280-0206-00 City/State Zip 346280-0207-09 �n�I Phone No(including area code) 1525 I Street address ofproperty 1210 Central Avenue S Kent,WA 98030 This property is located in Kent ❑ Check box if my of the hated parcels are being segregated from another pmmel are part of n boundary line adjustment or parcels being merged Legal description of property(if more space is needed,you may attach a separate sheet to each page of the affidai n) See legal description attached hereto and incorporated herein. Select Land Use Code(s) List all personal property(tangible and intangible)included in selling 59 price enter any additional codes (See back of last page of instructions) YES NO Is this property exempt firm property tax per chapter 84 36 RCW(non profit organtiationy YES NO If claiming an exemption,list WAC number and reason for exemption Is this property designated as forest land per chapter 84 33 RCW?❑ Is this property classified as current use(open space farm and ® WACNo (SectuniSubsection) 458-61A-205 agricultural,or timber)land per Chapter 84 30 Is this property memng special m aluatum as historical property ® Reason for exemption Government Transftaa per Chapter 84 26 RCW9 If any answers are yes,complete as instructed below (1)NOTICE OF CONTINUANCE(FOREST LAND OR CURRENT USE) Type of Document Statutory Warranty Deed NEW OWNER(S) To continue the current designation as forest land or classification as current use(open space,farm and agriculture,or timber)land,Don Date of Document November 08r 2011 must sign on(3)below The county assessor must then determine if the land tmnsfecred continues m qualify and will indicate by signing below If the land no Gross Selling Price $ 5,600,000.00 longer qualifies or you do not wish to coatnue the designation or classification it *Personal Property(deduct) $ 4,999.00 wdl be remm ed and the compensating or additional taxes will be due and payable Exemption Claimed(deduct) S 5,595,001.00 by the seller or transferor at the time of sale (RCW 8433140 or RCW Taxable Selling Price $ 84 34 108) Prior to signing(3)below,you may contact your local county assessor for more information Excise Tax State $ This land does ❑ does not qualify for continuance Local S *Delmquentlnterest State $ DEPUTY ASSESSOR DATE Incal $ (2)NOTICE OF COMPLIANCE(HISTORIC PROPERTY) *Delinquent Penalty $ NEW OWNER(S) To continue special valuation as bistone properly,sign(3) below If the new owmer(s)do not wish to continue,all additional tax calculated Subtotal S 0.00 pursuant to chapter 84 26 RCW,shall be due and payable by the seller or transferor -State Technology Fee S 5.00 at the time of sale *Affidavit Processing Fee S 5.00 (3)OWNER(S)SIGNATURE Total Due S 10.00 PRINT NAME A MINIMUM OF SIO OO IS DUE Ri FEE(S)AND/OR TAX `SEE INSTRUCTIONS I CE TIFY ER PE ALTY OFJERJURY THAT THE FOREGOING IS TRUE AND CORRECT Signature of Signature of Grantor or Grantor's Agent e Grantee or Grantee's Agent Name(print) e a J L Name(prim) If Date&cm of signing 7 // Seattle Date&city of signing Seattle Perjury Perjury is a class C felony which is punishable by impnsonrneol in the state correctional institmwn for a maximum term of not more than five years,or by a fine in an amount fixed by the court of not more than five thousand dollars($5,000 00),or by both imprisonment and fine(RCW 9A 20 020(1 C)) REV 84 0001ae(9rn11) THIS SPACE-TREASURER'S USE ONLY TAXPAYER BILL OF SALE AND ASSIGNMENT THIS BILL OF SALE is made as of this 1st day of December, 2011, by KING COUNTY ("Seller"), in favor of City of Kent, a political subdivision of the State of Washington("Buyer"), with reference to the following facts. NOW, THEREFORE, for consideration in the amount of Four Thousand Nine Hundred Ninety Nine Dollars ($4,999.00), Seller does hereby absolutely and unconditionally give, grant, bargain, sell, transfer, set over, assign, convey, release, confirm and deliver to Buyer all of Seller's right, title and interest in and to any and all equipment, furniture, furnishings, fixtures and other tangible personal property owned by Seller that is attached, appurtenant to or used in connection with the real property legally described on the attached Exhibit A. Seller represents and warrants that it is the sole owner of, and has good title to, such personal property, and has full right and authority to transfer and deliver the same, and will defend the sale hereby against each and every person claiming otherwise. IN WITNESS WHEREOF. Seller has executed this Bill of Sale as of the date first above written. SELLER: By: Its: �/ klwl F �-Alc/it.e-r EXHIBIT D. List of Seller's Personal Property to Remain with Buyer EQUIPMENT—Ecology blocks and landscaping berms placed on the site by Seller for flood control purposes. FURNITURE Quantity CHAIRS description DIRECTORS OFFICE upholstered 1 LUNCH ROOMS small chairs 8 DISPUTE ROOM upholstered 4 VIPR ROOM upholstered 3 COURT ROOM #1 upholstered 9 JURY ROOM#1 upholstered 6 COURTROOM#2 upholstered 2 JURY ROOM#2 upholstered 5 JURY ROOM #3 upholstered 6 COURT ROOM#4 upholstered 10 JUDGES CHAMBERS 2 upholstered 1 JUDGES CHAMBERS 3 upholstered 2 JUDICIAL Chair upholstered 1 Probation upholstered 9 desks DIRECTORS OFFICE straight desk with return 1 CLERKS OFFICE cube - desks 9 MAGISTRATES OFFICE std desk 1 LOBBY 30 X 60 desk 1 Probation old metal 5 Credenza DIRECTORS OFFICE basic 1 Probation basic 2 tables LUNCH ROOMS small round 3 Probation Lunch room small round 1 VIPR ROOM std 6 person 1 COURT ROOM#1 std 6 person 2 JURY ROOM#1 std 6 person 3 JURY ROOM#2 std 6 person 1 JURY ROOM#3 std 6 person 1 COURT ROOM #4 std 6 person 2 Probation std 6 person 2 file cabinets MAGISTRATES OFFICE laterals 2 drawer 2 Probation vertical 4 Probation Lunch room vertical 1 bookcases bookcases CLERKS OFFICE metal bookcase 4-shelf 1 Probation metal bookcase 4-shelf 1 filing shelves CLERKS OFFICE attached metal shelving 4 judges suites JUDGES CHAMBERS 1 elaborate desk 2 JUDGES CHAMBERS 1 suite-credenza 3 JUDGES CHAMBERS 1 end table - part of suite 2 JUDGES CHAMBERS 2 wooden- bookcase 2 amoire part of suite 1 other items Lobby Benches stone benches 1 lockers, 2 refrigerator 1 microwave 1 AFTER RECORDING RETURN TO: Property Manager City of Kent 220 Fourth Avenue South Kent, Washington 98032 Grantor- City of Kent Grantee King County Legal Des- PTN TRACT 24,HORSESHOE ACRES TRACTS& POR S W RUSSELL DONATION LAND CLAIM Tax ID No. 346280-0205 & QUIT CLAIM DEED The Grantor, CITY OF KENT(the"CITY"),a municipal corporation of the State of Washington,in consideration of Clearing Title conveys and quit claims to KING COUNTY,a political Subdivision of the State of Washington, the following described real estate,situated in the County of King, State Of Washington' LOT 2,CITY OF KENT BOUNDARY LINE ADJUSTMENT NUMBER LL-2009-6 RECORDED UNDER RECORDING NUMBER 20 1003 3 1900007, SAID BOUNDARY LINE ADJUSTMENT BEING A PORTION OF TRACT 24,HORSESHOE ACRES TRACTS TO KENT,ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 15 OF PLATS, PAGE(S) 10, IN KING COUNTY, WASHINGTON, AND THAT PORTION OF THE S W RUSSELL DONAION LAND CLAIM IN SECTION 25,TOWNSHIP 22 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON Dated this day of � Z�/r6 ✓^ 2011 rantor:CITY 6F KEN? f�,kyuv rU T201\+ STATE OF WASHINGTON) COUNTY OF KING) _,,— On this day of CDC. ')t42 U 2011,before"me,a Notary Public in and for the State of Washington,duly commissioned hd sworn,personally appeared aft. CLi1 1 �' known to me to be the individual described in and who executed the foregoing instrument,and ackhowledged to me that he/she signed and sealed the same as his/her free and voluntary act and deed, for the uses and purposes therein mentioned. Given under my[aitd.and,official seal the day and year first ove written + �SVM j0 '01 cj 0'Y. '0 `�eqd %�LinNOTARY PUBL)C ip nd for the State of Washington residing at Y'Y ;,� t My appointment expu• s. 0 i i i & *; � ..!tit ? O o' Y 0000 REQUEST FOR MAYOR'S SIGNATURE ENT Please Fill in All Applicable Boxes K Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Originator: Tom Brubaker Phone (Originator). 5786 Date Sent: 9/28/11 Date Required: ASAP Return Signed Document to: Kim Komoto CONTRACT TERMINATION DATE: N/A VENDOR NAME: King Count K.C. DATE OF COUNCIL APPROVAL: 7/5/11 Brief Explanation of Document: Quit Claim Deed for the Aukeen District Court. All Co ntr t uted Through The Law Department (This area to be completed by the Law Department) Received: SEP 2 2011 Approval of Law Dept.: SENT LAM ®EPT Law Dept.Dept. Comments: Date Forwarded to Mayor: Shaded Areas To Be Completed By Administration Staff s Received: 7 Recommendations and Comments: k�1� �LLI `i; C� y�1, Disposition: CiTYOr EfiT CM CILRK Date Returned: 1 Y KING COUNTY 1200 King County Courthouse 516 Third Avenue LIM Seattle,WA 98104 Signature Report King Cats city August 29, 2011 Ordinance 17177 Proposed No.2011-0338 2 Sponsors Patterson 1 AN ORDINANCE approving King County`s sale of the 2 Aukeen Building located in the city of Kent within 3 council district five. 4 BE IT ORDAINED BY THE COUNCIL OF KING COUNTY: 5 SECTION 1. Findings: 6 A. The King County facilities management division is the custodian of the 7 Aukeen Building on parcel number 000660-0043, a 1.58 acre parcel located within Kent 8 city limits. To date,this building has been used for King County district court and also 9 leased by the city of Kent for municipal court. 10 B. Pursuant to a lease between King County and the city of Kent, the city has 11 standing right of first offer to purchase the property. 12 C. The city of Kent has expressed interest in purchasing the Aukeen Building 13 from King County for purposes of expanded municipal court services. 1 14 D. Both the buyer and seller have agreed upon a purchase price of five million 15 six hundred thousand dollars. ? 16 E. A premium has been incorporated into the purchase price because sale to 17 buyer will force seller to relocate its district court facilities normally located on the 18 property,which then will require the seller to relocate a portion of its sheriff's office 19 facilities. Both of seller's relocations will also involve tenant improvements and moving t 1 F Ordinance 17177 20 expense, which will comprise additional costs to seller. As for buyer,this sale will 21 complete a significant property assemblage that will allow buyer's municipal court to 22 expand within the existing structure without having to construct a costly addition, and 23 will secure a combined criminal justice/public safety assemblage where the buyer can 24 maintain its jail and court facilities within direct proximity to each other,with sufficient 25 property to allow for future expansion of both facilities. 26 F. Pursuant to K.C.C. 4.56.080.A,the King County council must approve the sale 27 of county-owned real property valued in excess of ten thousand dollars. The facilities 28 management division recommends council approval of this proposed sale with proceeds 29 to the building repair and replacement fund. 30 SECTION 2. The King County council,having determined that the sale of the 31 subject Aukeen Building in Kent is in the best interest of the public, does hereby approve 32 the proposed sale as provided for in the attached purchase and sale agreement and 2 Ordinance 17177 33 authorizes the King County executive to execute any other documents necessary to 34 convey and deliver the property to the buyer. 35 Ordinance 17177 was introduced on 7/25/2011 and passed by the Metropolitan King County Council on 8/29/2011,by the following vote: y Yes: 9 -Mr. Phillips, Mr. von Reichbauer, Mr. Gossett, Ms Hague, Ms. Patterson,Ms Lambert,Mr. Ferguson,Mr Dunn and Mr. McDermott No. 0 Excused- 0 KING COUNTY COVNCi1. KING COUNTY,WASHINGTON 'r /Lar,ryssett,Chao ATTEST. r , i a Cj Anne Noris,Clerk of the Council APPROVED this day of 2011. 1 � l r V 1� Dow Constantine,County Executive Attachments:A Real Estate Purchase and Sale Agreement, dated August 16,2011 3 17177 August 16, 2011 REAL ESTATE PURCHASE AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into as of , 2011, by and between KING COUNTY, a municipal corporation and political subdivision of the State of Washington (the "Seller") and the City of Kent, a municipal corporation of the State of Washington (the "Buyef)(collectively the "Pailies"). RECITALS A. Seller is the owner of that certain real property located in the City of Kent, County of King, State of Washington, which consists of two parcels of land occupied by a courthouse, parking area, and adjacent vacant parcel, commonly identified as the Aukeen District Courthouse, located at 1210 Central Avenue South, Kent, WA, the legal description of which is attached hereto as ExuwiT A(the"Property"). B. Seller is desirous of selling the Property and Buyer is desirous of purchasing the Property. C. Buyer and Seller had previously agreed, as reflected in that certain Lease Agreement between King County and the City of Kent dated December 22, 2008, as amended, (the "Lease")to construct extensive improvements to the Property at Buyer's expense to expand court operations. Buyer has elected to forego the expansion and purchase the Property, which will result in substantial savings. D. As part of the total purchase price, Buyer and Seller have included increased consideration to compensate Seller for relocation expenses relating to Seller's governmental services. E. Seller and Buyer are entering into this Agreement pursuant to the authority granted in Chapter 39.33 Revised Code of Washington, (Intergovernmental Disposition of Property Act) which permits a political subdivision of the State of Washington to sell real property to the state or any municipality or any political subdivision thereof on such terms and conditions as may be mutually agreed upon by the proper authority of the state and/or the subdivisions concerned. AGREEMENT Now,T HERE-FORE, in consideration of the promises and mutual covenants contained 17177 herein, and other valuable consideration, receipt and sufficiency of which are hereby acknowledged,the parties hereto covenant and agree as follows: ARTICLE 1. PURCHASE AND TRANSFER OF ASSETS I.I. PROPERTY TO BE SOLD. Subject to and upon the terms and conditions set forth in this Agreement, Seller shall sell, convey, assign, transfer and deliver to Buyer on the Closing Date (as hereinafter defined) and Buyer shall buy, assume and accept from Seller on the Closing Date the following assets and properties. (a) all the Seller's right, title and interest in the Property, as described in EXHIBIT A; (b) all of Seller's right, title and interest in improvements and structures located on the Property; (c) all of Seller's right,title and interest in and to personal property, as listed in Exhibit D, attached hereto, owned by the Seller and attached, appurtenant to or used in connection with the Property("Personal Property"), including the ecology blocks placed upon the Property for flood prevention purposes; (d) all of Seller's right, title and interest in the Reciprocal Parking Easement, dated January 22,2003 (King County Auditor's#20030222002929),attached as EXHIBIT E. (e) all of Seller's tenements, hereditaments, easements and rights appurtenant 1 to the Property including but not limited to, all of the Seller's right, title, and interest in and to streets, alleys or other public ways adjacent to the Property, easements for public utilities, all sewers and service drainage easements, all rights of connection to the sewers, and all rights of ingress and egress, and all leases, licenses, government approvals and permits affecting the Property; and Hereinafter,the items Iisted in Section 1.1 are collectively referred to as the"Purchased Assets." ARTICLE 2. PURCHASE PRICE 2.1. PURCHASE PRICE AND PAYMENT. In consideration of the sale, transfer, conveyance, assignment and delivery of the Purchased Assets, Buyer shall, in full payment therefore,pay to Seller on the Closing Date a total purchase price of Five Million Sig Hundred Thousand Dollars ($5,000,000.00) (the "Purchase Price'), which Buyer and Seller agree represents full and fair value for the Purchased Assets. 2.2. ALLocAmN of PURCHASE PRICE. Seller and Buyer agree that the portion of the Purchase Price allocable to the Personal Property is Four Thousand Nine Hundred Ninety Nine Dollars ($4,999.00)as provided in Exhibit C. 17177 ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE PARTIES 3.1. WARRANTIES AND REPRESENTATIONS OF SELLER Seller represents and warrants as follows: 3.1.1. Definition of Seller. The Seller is a political subdivision of the State of Washington duly organized, validly existing and in good standing under the laws thereof. Seller has all requisite governmental power and authority to carry on Its business as it is now being conducted in the place where such businesses are now conducted. 3.1.2. Execution,Delivery and Performance of Agreement,Authority. The execution, delivery and performance of this Agreement by Seller (i)is within the powers of Seller as a county of the State of Washington, (ii)has been or will be on or before the closing date,duly authorized by all necessary action of the Seller's legislative authority, and (iii)does not and will not violate any provision of any law, rule, regulation, order, writ,judgment, decree or award to which the Seller is a party or which is presently in effect and applicable to Seller. This agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with the terms thereof. 3.13. Litigation. There is no pending, or to the best of Seller's knowledge, threatened lawsuit or material claim against or relating to Seller with respect to the Property, which shall impede or materially affect Seller's ability to perform the terms of this Agreement. There is no pending or,to the best of Seller's knowledge, contemplated condemnation or similar proceeding with respect to the Property or any part thereof. 3.1.4. Assessments. There is no pending, or to the best of Seller's knowledge, contemplated local impiovement district or other special assessment or charge with respect to the Property, except as may be disclosed in the Title Commitment described below. 3.1.5. Full Disclosure. No representation or warranty by Seller in this Agreement or in any instrument,certificate or statement furnished to Buyer pursuant hereto,or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact or fails to state a material fact which is necessary to make the statements set forth therein not false or misleading. 3.1.6. No Broker. No broker, finder, agent or similar intermediary has acted for or on behalf of Seller in connection with this Agreement or the transactions contemplated hereby,and no broker,finder, agent or similar intermediary is entitled to any broker's, finder's or similar fee or commission in connection with this Agreement based on an agreement, arrangement or understanding with Buyer or any action taken by Buyer. 3.1.7. Contracts. There are no contracts or other obligations outstanding for the sale,exchange,transfer, lease,rental or use of the Property or any portion thereof. 's 17177 3.1.8. Future Agreements. From and after the date hereof unless this Agreement is terminated in accordance with its terms, Seller shall not without the prior written consent of Buyer: (i) enter into any agreement, contract, commitment, lease or other transaction that affects the Property in any way: or (ii) selI, dispose of or encumber any portion of the Property; 3.1.9. Maintenance of the Property. Seller shall continue to maintain the Property in compliance with all applicable laws and pay all costs of the Property with respect to the period prior to Closing. 3.1.10. Condition of the Property. AS-IS. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING TIM PROPERTY ON AN "AS IS WHERE IS" BASIS AND THAT,EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 3, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS OR BROKER AS TO ANY MATTERS CONCERNING THE PROPERTY,INCLUDING WITHOOT LIMITATION:Any warranties or representations with respect to the structural condition of the Purchased Assets,the area of land ; being purchased,the existence or non-existence of any Hazardous Substances or underground 1 storage tanks, or the actual or threatened release,deposit, seepage,migration or escape of Hazardous Substances,from or into the Purchased Assets,and the compliance or noncompliance of the Purchased Assets with Environmental Laws, as defined herein. For purposes of this Agreement,"Hazardous Materials" shall mean,at any time,(a)any substance that is then defined or listed in, or otherwise classified pursuant to, any Environmental Laws or any occupational safety and health laws as a"hazardous substance,""hazardous contaminants," "hazardous constituents ""hazardous material,""hazardous waste,""infectious waste,""toxic substance,""toxic pollutant,""toxic emission,""air contaminant"or any other formulation intended to define,list,or classify substances by reason of deleterious properties such as ignitability, corrosivity,reactivity,radioactivity,carcinogenicity,toxicity,reproductive toxicity, or"EP toxicity,"(b)any oil, gas and other petroleum hydrocarbons or any products,by-products or fractions thereof(including, without limitation, gasoline, diesel fuel,and solvents),(c)PCBs, (a)urea formaldehyde,(e)mold, mildew and similar substances, (f)any substance potentially injurious to the public health,safety or welfare,the environment or the Purchased Assets, (g) asbestos, lead, cadmium, mercury and other heavy metals,cyanide,pesticides, chlorinated hydrocarbons, and(h)any substance which is a basis for liability to any governmental authority or third party under any applicable statute,regulation or common law theory. As used herein, "Environmental Laws" means collectively, all present and future laws(whether common law, statute,rule,regulation, ordinance or otherwise), the requirements of governmental authorities and any permits and guidance issued pursuant thereto relating to Hazardous Materials,human health or the environment, as heretofore or hereafter amended, and in any regulations promulgated pursuant thereto. 17177 3.1.11. Risk of Loss. Until the Closing Date,the risk of loss relating to the Property shall rest with the Seller. Risk of Loss shall be deemed to include any property damage occurring as a result of an"Act of Cod,"including,but not limited to,earthquakes,tremors, wind,rain or other natural occurrence. 3.1.12. Foreign Person. Seller is not a foreign person and is a"United States Person" as such term is defined in Section 7701 (a)(30)of the Internal Revenue Code of 1986,as amended and shall deliver to Purchaser prior to the Closing an affidavit, as set forth in Exhibit G, evidencing such fact,and such other documents as may be required under the Code. 3.2. REPRFsFNTAT1oNs AND WARRANTIES OF BUYER Buyer represents and warrants as follows: 3.2.1. Organization. Buyer is a municipal corporation duly organized, validly existing and in good standing under the laws of the State of Washington. Buyer has all requisite governmental power and authority to carry on its business as it is now being conducted in the place where such businesses are now conducted. 3.2.2. Execution, Delivery and Performance of Agreement,Authority. The execution, delivery and performance of this Agreement by Buyer (i) is within the powers of Buyer as a municipal corporation, (ii)has been or will be on or before the closing date, duly authorized by all necessary action of the Buyer's legislative authority, and (iir)does not and will not violate any provision of any law, rule, regulation, order, writ,judgment, decree or award to which the Buyer is a party or which is presently in effect and applicable to Buyer. This Agreement constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with the terms hereof. 3.23. Litigation. There is no pending or, to the best of Buyer's knowledge, threatened lawsuit or material claim against or relating to Buyer that shall impede or materially affect Buyer's ability to perform the terms of this Agreement. 3.2.4. Full Disclosure. No representation or warranty by Buyer in this Agreement or in any instrument, document, certificate or statement famished to Seller pursuant hereto, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact. 3.2.5. Condition of Property. Buyer acknowledges that, within the Due Diligence Period, it will have conducted a physical inspection and made all investigations Buyer deems necessary in connection with its purchase of the Purchased Assets, and that, as of the date hereof; Seller has provided Buyer with copies of all reports in Seller's possession that have been requested by Buyer. Upon_ waiver or satisfaction by Buyer of its contingencies pursuant to Article S, Buyer will be deemed to have approved the physical condition of the Property and agrees to accept and purchase the same "AS IS,WHERE IS", including,without limitation, the existence or non-existence of any Hazardous Substances, underground storage tanks or contaminated soil, or the actual or threatened release, deposit seepage, migration or escape of 17177 such Hazardous Substances at, from or into the Purchased Assets and the compliance or noncompliance of the Purchased Assets with Environmental Laws. Buyer acknowledges and agrees that, except to the extent of Seller's representations and warranties in Section 3,1 of this Agreement, and to the extent of any fraud or deliberate misrepresentation by Seller, Seller shall have no liability for, and that Buyer shall have no recourse against the Seller for, any defect or deficiency of any kind whatsoever in the Property including without limitation those relating to Hazardous Substances, without regard to whether such defect or deficiency was discovered or discoverable by the Buyer or Seller 3.2.6. No Broker. No broker, finder, agent or similar intermediary has acted for or on behalf of Buyer in connection with this Agreement or the transactions contemplated hereby, and no broker,finder, agent, or similar intermediary is entitled to any broker's,finder's or similar fee or commission in connection with this Agreement based on an agreement, arrangement, or understanding with the Buyer or any action taken by the Buyer. ARTICLE 4. TITLE MATTERS 4.1. TrrrmF— Seller shall deliver to Buyer good and marketable title, free and clear of all liens, defects and encumbrances except the Permitted Exceptions. 4.1.1. Title Commitment. Within ten (10) days of execution of this Agreement, Seller shall cause to be delivered to Buyer a current ALTA form of commitment for an owner's standard policy of title insurance (the "Title Commitment") issued by Pacific Northwest Title Company, Inc. (the "Title Company"), describing the Property, hsting Buyer as the prospective named insured and showing as the policy amount $5,600,000.00 or the amount designated by Buyer. At such time as the Title Company causes the Title Commitment to be furnished to Buyer,the Title Company shall further cause to be furnished to Buyer legible copies of all instruments referred to in the Title Commitment as restrictions or exceptions to title to the Property. 4.1.2. Survey. Prior to the expiration of the Due Diligence Period (as defined in Section 5.2), Buyer shall the option, at its expense,to have prepared and furnished to the Title Company and Buyer a survey (the "Survey") of the Property prepared by a licensed public surveyor The Survey shall be certified to Buyer and the Title Company, shall be satisfactory to the Title Company so as to permit it to issue an owner's extended coverage title policy, identify the Property by legal description and shall set forth the number of square feet contained within the Property, show all natural monuments,existing fences,drainage ditches and/or courses, flood plain limits, any building or other site improvements and/or objects,any rights-of-way for streets, existing driveways, alleys or highways, easements and other restriction lines existing and/or proposed which shall affect any portion of the Property, and such other items as required by Buyer. 4.1.3. Review of Title Commitment and Survey. Buyer shall have until fourteen (14) days after receipt of the Title Commitment (the "Review Period") as required by Section 4 1 11 in which to notify Seller of any objections Buyer has to any matters shown or 17177 referred to in the Title Commitment and of any title insurance endorsements required by Buyer. Any exceptions or other items that are set forth in the Title Commitment and to which Buyer does not object within the Review Period shall be deemed to be permitted exceptions("Permitted Exceptions"). With regard to items to which Buyer does object within the Review Period, Seller shall notify Buyer within ten (10) days after Seller receives Buyer's notice of objections of any exceptions to title or items on the survey which Seller is not able to remove or otherwise resolve and any endorsements that Seller is not able to provide following Buyer's request within the Review Period, and Buyer may,at Buyer's option,either waive the objections not cured or Buyer may terminate this Agreement by notice to Seller. Notwithstanding the foregoing, all monetary liens or encumbrances shall be paid by Seller at Closing. 4.2. OWNER'S TITLE INsuRaNCE POLICY. At the closing; Buyer shall cause an owner's policy of title insurance to be issued by the Title Company in the amount of $5,600,000.00 or an amount designated by buyer effective as of the closing date, Insuring Buyer that the fee simple title to the Property is vested in Buyer, subject only to the usual printed exceptions contained in such title insurance policy,to the matters approved by Buyer as provided herein, and to any other matters approved in writing by Buyer. The obligation of Buyer to provide the title policy called for herein shall be satisfied if,at the closing,the Title Company has given a binding commitment, in a form reasonably satisfactory to Buyer,to issue the policies in the form required by this section. Buyer shall pay any sum owing to the Title Company for the preparation of the preliminary and binding commitments generated by the Title Company. 4.3. CONVEYANCE. Seller shall convey to Buyer the title to the Property by statutory warranty deed in the form attached hereto as Exhibit B,subject only to the Permitted Exceptions. Rights reserved in federal patents or state deeds, building or use restrictions general to the district, and building or zoning iegulations or provisions shall be deemed Permitted Exceptions. ARTICLE 5. CONTINGENCIES 5.1. DUE DILIGENCE INSPECTION AND PEASI miry. Buyer shall satisfy itself by investigation and inspection,at its cost and expense in its sole and absolute discretion,that the condition of the Purchased Assets for Buyer's contemplated use meets with its approval. If Buyer approves of the condition of the Purchased Assets,Buyer agrees to notify Seller, in writing,thereby removing the contingency. Buyer shall make such determination within ninety (90)days following the date of mutual execution of this Agreement("Due Diligence Period"). In the event this contingency is not satisfied or waived within the Due Diligence Period,Buyer may terminate this Agreement upon written notice to Seller on or before the expiration of the Due Diligence Period,and neither party shall have any further rights or obligations to the other hereunder. 5.1.1. Inspections. During the Due Diligence Period,Buyer,its designated representatives or agents shall bave the right at Buyer's expense to(i)perform any and all tests, inspections, studies, surveys or appraisals of the Purchased Assets deemed necessary, on any subject,by Buyer(subject to the limitations set forth below and Paragraph 5.1.2 Right of Entry) ; tr�n (ii)obtain a Phase I or Phase II Environmental Assessment on the Purchased Assets and perform any and all tests,inspections and studies deemed necessary therewith; and(ui)examine all Due Diligence materials that Buyer may reasonably request from Seller that are not subject to attorney-client privilege or that Seller is not otherwise prohibited from disclosing by law; (IV) determine to its satisfaction whether approvals,permits and variances can be obtained under applicable land use and zoning codes for Buyer's proposed development of the Property, (V) determine whether Buyer's proposed development of the Property is economically feasible. 5.1.2. Right of Entry. Buyer and Buyer's designated representatives or agents shall have the right and Seller hereby grants to Buyer and Buyer's designated representatives the right to enter the Purchased Assets pursuant to standard written consent or permits customarily issued by Seller for such purposes and conduct the tests, investigations and studies set forth in this Article 5 upon three(3)days advance written notice;provided that such right of entry will be limited to those times and dates that will not disrupt Seller's use of, or Seller's operations and activities on the Purchased Assets. Invasive Tests of the Purchased Assets, such as drilling, penetration of walls or floors of excavation shall be subject to Seller's prior written approval. The Buyer will not be permitted to undertake activities that damage the Purchased Assets. In i connection with such inspecticns,Buyer agrees to hold harmless,indemnify and defend Seller, its officers,agents and employees,from and against all claims, losses, or liability, for injuries, sickness or death of persons,including employees of Buyer caused by or arising out of any act, error or omission of Buyer,its officers, agents,contractors, subcontractors or employees in entering the Purchased Assets for the above purposes, to the extent not caused by or arising out of any act,error or omission of Seller,its officers, agents and employees. ARTICLE 6. COVENANTS OF SELLER PENDING CLOSING 6.1 CONDUCT, NOTICE OF CHANGE Seller covenants that between the date hereof and the Closing, Seller shall take all such actions as may be necessary to assure that the representations and warranties set forth in Article 3 hereof will be true and complete as of the Closing Date (except such representations, warranties and matters which relate solely to an earlier date), and all covenants of Seller set forth in this Agreement which are required to be performed by it at or prior to the Closing shall have been performed at or prior to the Closing as provided for in this Agreement, Seller shall give Buyer prompt written notice of any material change in any of the information contained in the representations and warranties made in Article 3 or elsewhere in this Agreement which occurs prior to the Closing Date. ARTICLE 7. COVENANTS OF BUYER PENDING CLOSING 7.1 CONDUCT, NOTICE OF CHANGE. Buyer covenants that between the date hereof and the Closing, Buyer shall take all such actions as may be necessary to assure that the representations and warranties set forth in Article 3 hereof will be true and complete as of the Closing Date (except such representations, warranties and matters which relate solely to an earlier date), and that all covenants of Buyer set forth in this Agreement which are required to be r 17177 performed by it at or prior to the Closing shall have been performed at or prior to the Closing as provided in this Agreement. Buyer shall give Seller prompt written notice of any material change in any of the information contained in the representations and warranties made in Article 3 or elsewhere in this Agreement which occurs prior to the Closing Date ARTICLE 8. CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS All obligations of Buyer hereunder are subject to the fulfillment of each of the following conditions at or prior to the Closing, and Seller shall exert its best efforts to cause each such condition to be fulfilled: 8.1. DELIVERY OF DOCUMENTS. Seller shall have delivered to Buyer at or prior to closing all documents required by the terms of this agreement to be delivered to Buyer. 8.2. REPRESENTATIONS, WARRANTIES AND COVENANTS. All representations, warranties and covenants of Seller contained herein or in any document delivered pursuant hereto shall be true and correct in all material respects when made and as of the Closing Date. 8.3. OBLIGATIONS. All obligations required by the terns of this Agreement to be performed by Seller at or before the Closing shall have been properly performed in all material respects. The requirements of this section specifically include, without limitation, Seller's removal of all its equipment, furniture, furnishings, and other tangible and portable personal property located on the Property, except for those items listed on EXHIBIT D, attached and included by this reference. 8.4. Tr F. Any and all matters shown or referred to in the Title Commitment to which Buyer has objected within the time specified in Section 4.1, shall have been cured by Seller, unless such objections have been waived by Buyer. The Title Company is irrevocably committed to issue an owner's extended coverage policy of title insurance contai ung no exceptions other than the Permitted Exceptions. 8.5. APPROVAL OF COUNSEL. Seller's counsel shall have approved this document as to form as evidenced by such counsel's signature on this Agreement. 8.6. CONDEMNATION. No portion of the Purchased Assets shall have been taken or damaged by any public or quasi-public body, and Seller shall not have transferred any portion of the Purchased Assets to any such body in lieu of condemnation. 8.7. APPROVAL BY THE CITY OF KENT. This Agreement shall be subject to approval by the City of Kent Council. ARTICLE 9. CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS 1 17177 All obligations of Seller to close on the Closing Date are subject to the fulfillment of each of the following conditions at or prior to the Closing and Buyer shall exert its best efforts to cause each such condition to be so fulfilled. 9.1. REPRESENTATIONS,WARRANTIES AND COVENANTS. All representations, ' warranties and covenants of Buyer contained herein or in any document delivered pursuant hereto shall be true and correct in all material respects when made and as of the Closing Date. 9.2. OBLIGATIONS. All obligations required by the terms of this Agreement to be performed by Buyer at or before the Closing shall have been properly performed in all material respects. 9.3. APPROVAL OF COUNSEL. Buyer's counsel shall have approved this document as to form as evidenced by such counsel's signature on this Agreement. ' 9.4. DELIvERY OF DOCUMENTS. Buyer shall have delivered to Seller at or prior to Closing all documents required by the terms of this Agreement to be delivered to Seller. 9.5. TITLE. Buyer shall have caused the Title Company to be irrevocably committed to issue an owner's policy of title insurance for the Purchase Price or an amount to be determined by Buyer effective as of the Closing Date, containing no exceptions other than the Permitted Exceptions. 9.6. APPRovAL BY THE KING COUNTY COUNCIL. This Agreement shall be subject to approval by ordinance of the King County Council, ARTICLE 10. CLOSING 10.1. CLOSING/CLOSING DATE. The Closing shall take place on the earliest date agreed upon by Buyer and Seller, but not later than December 31, 2011 unless extended pursuant to a written agreement executed by Buyer and Seller. Upon execution of this Agreement, the parties agree to set up an escrow account with Pacific Northwest Title Company(the "Escrow Agent"). The Escrow Agent shall serve as closing agent for the transaction contemplated herein and closing shall occur in the offices of Escrow Agent in Seattle, Washington. The title, right of possession and interest to the Purchased Assets shall pass to Buyer upon the Closing Date and thereafter the risk of loss thereof shall be the responsibility of Buyer. 10.2. PRORATION& All proration, unless otherwise specifically provided for herein, shall be made as of the Closing Date. 10.2.1. Closing Costs. Seller shall pay the cost of one-half(%s) of the escrow fee charged by the Escrow Agent, any real estate excise or other transfer tax due, and its own attorneys' fees. Buyer shall pay one-half(%2)of the escrow fee charged by the Escrow Agent,the cost of the preliminary and binding title commitments from the Title Company, the recording fees for the deed and its own attorneys' fees. Except as otherwise provided in this Section 10.2, 17177 and Section 9.4 above, all other expenses hereunder shall be paid by the patty incurring such expenses. 10.3. SELLER'S DELIVERY OF DOCUMENTS AT CLOSING. At the Closing, Seller will deliver to Buyer the following properly executed documents: (a) A Statutory Warranty Deed conveying the Property in the form of Exhibit B attached hereto; (b) A Bill of Sale and Assignment duly executed by the Seller in the form of ExHIBCT C,attached hereto for the Personal Property,if any; (c) SelIer's Certificate of Non-Foreign status substantially in the form of EXHIBIT F,attached hereto 10.4. BUYER'S DELIVERY OF DOCUMENTS AND PURCHASE PRICE AT CLOSING. At the Closing, Buyer will deliver to Seller the following properly executed documents: (a) Cash or immediately available funds in the amount of the Purchase Price ARTICLE 11. TERMINATION 11.1. TERMINATION BY EITHER PARTY. Either party may terminate this Agreement if a condition to its obligation to consummate the transactions contemplated by this Agreement as set forth in Articles 8 and 9 has not been satisfied by the Closing Date. In that event,if neither party is in default under this Agreement, the parties shall have no further obligations or liabilities to one another and all documents delivered into escrow shall be returned to the appropriate party. ARTICLE 12. MISCELLANEOUS PROVISIONS 12.1. NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Each statement, representation, warranty, indemnity, covenant, and agreement made by Seller and Buyer in this Agreement or in any document, certificate or other instrument delivered by or on behalf of Seller or Buyer pursuant to this Agreement or in connection herewith shall be deemed The representation, warranty, indemnity, covenant and agreement of Seller and Buyer and shall survive the Closing Date unless a different time period is expressly provided for in this Agreement and all such statements are made only to and for the benefit of the parties hereto,and shalt not create any rights in other persons. 12.1.1 OTHER OBLIGATIONS. As of Closing, all previous obligations and agreements between Buyer and Seller, including the Lease and its attachments and Exhibits which include that certain Parking Lot Lease Agreement, shall terminate and the Parties shall have no further obligations thereunder. • 3 i 17177 12.2. DEFAULT AND ATTORNrys' FEES. In the event of default by either party to this Agreement, the non-defaulting party shall have the right to bring an action for specific performance, damages and any other remedies available to such party at law or in equity and the substantially prevailing party shall be entitled to recovery of attorney fees and costs. In the event of any litigation hereunder, the Superior Court of Ring County, Washington shall have the exclusive jurisdiction and venue. 12.3. TD1m Is of THE ESSENCE. Time is of the essence in the performance of this Agreement. 12.4. NoncEs. Any and all notices or other communications required or permitted to be given under any of the provisions of this Agreement shall be in writing and shall be deemed to have been duly given upon receipt when personally delivered or sent by overnight courier or two days after deposit in the United States mail if by first class, certified or registered mail, return receipt requested. All notices shall be addressed to the pasties at the addresses set forth below or at such other addresses as any parties may specify by notice to all other parties and given as provided herein: If to Buyer: With a copy to: If to Seller: King County facilities Management Division 500 Fourth Ave., Suite 500 Seattle, WA 98104 Attention: Manager,Real Estate Services With a copy to: Office of the King County Prosecuting Attorney Ding County Courthouse,W400 516 Third Ave Seattle,WA 98104 Attention: Civil Division 17177 12.5. ENTIRE AGREEMENT AND AMENDMENT. This writing (including the Exhibits attached hereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or amended except by a written agreement specifically referring to this Agreement and signed by all parties hereto. 12.6. SEVLRABILITY. In the event any portion of this Agreement shall be found to be invalid by any court of competent jurisdiction, then such holding shall not impact or affect the remaining provisions of this Agreement unless that court of competent jurisdiction rules that the principal purpose and intent of this contract should and/or must be defeated, invalidated or voided. 12.7 WAIVER No waiver of any breach or default hereunder shall be considered valid unless in writing and signed by the party giving such waiver,and no such waiver shall be deemed a waiver of any prior or subsequent breach or default 12.8 BINDING EFFECT. Subject to Section 12.12 below,this Agreement shall be binding upon and inure to the benefit of each party hereto,its successors and assigns. 12.9 LEGAL RELATIONSHIP. The parties to this Agreement execute and implement this Agreement solely as Seller and Buyer. No partnership,joint venture or joint undertalcing shall be construed from this Agreement. I 12.10 CAPTIONS. The captions of any articles, paragraphs or sections contained herein are for purposes of convenience only and are not intended to define or limit the contents of said articles,paragraphs or sections. 12.11 COOPERATION. Prior to and after Closing the parties shall cooperate, shall take such further action and shall execute and deliver further documents as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Agreement. 12.12 GovERNING LAw. This Agreement and all amendments thereof shall be governed by and construed in accordance with the laws of the State of Washington applicable to contracts made and to be performed therein, without giving effect to its conflicts of law provisions. 12.13 NON-MERGER. The terms and provisions of this Agreement will not merge in,but will survive,the closing of the transaction contemplated under this Agreement. 12.14 ASSIGNMENT. Neither party may assign this Agreement or any rights hereunder without the other party's prior written consent. 12.15 NEGOTIATION AND CONSTRUCTION. This Agreement and each of its terms and provisions are deemed to have been explicitly negotiated between the parties,and the language in all parts of this Agreement will, in all cases, be construed according to its fair meaning and not strictly for or against either party. All parties acknowledge and represent, as an express term of i 17177 ibis Agreement,that they have had the opportunity to obtain and utilize legal review of the terms and conditions outlined in this Agreement, although each party must determine if they wish to obtain and pay for such legal review. Each party shall be and is separately responsible for payment of any legal services rendered on their behalf regarding legal review of the terms found in this Agreement. 1116 ExRmm. The following Exhibits described herein and attached hereto are fully incorporated into this Agreement by this reference: EXHIBITA Legal Description ExHiBITB Statutory Warranty Deed EXHIBIT C Bill of Sale and Assignment EXHIBIT D List of Personal Property to Remain with Buyer EXHIBITE Reciprocal Parking Easement EXHIBITF Certificate of Non-Foreign Status EXECUTED as of the date and year first above written: SELLER: Name: Title, APPROVED AS TO FORM: By Deputy Prosecuting Attomey BUYER: Name: Its: 1»n STATE OF WASHINGTON ss. COUNTY OF KING On this day personally appeared before me to me known to be the of KING COUNTY, the municipal corporation and political subdivision of the State of Washington that executed the foregoing instrument,and acknowledged such instrument to be the free and voluntary act and deed of such municipal corporation and political subdivision,for the uses and purposes therein mentioned, and on oath stated that he was duly authorized to execute such instrument. GIVEN UNDER MY HAND AND OFFICIAL SEAL this day of 12002. Printed Name NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires STATE OF WASHINGTON ss. COUNTY OF KING On this day personally appeared before me the of , known to me to be the Buyer that executed the foregoing instrument,and acknowledged such instrument to be[his/her] free and voluntary act and deed for the uses and purposes therein mentioned, and on oath stated that[he/she]was duly authorized to execute such instrument. GIVEN UNDER MY HAND AND OFFICIAL SEAL this day of )2002. Printed Name NOTARY PUCK in and for the State of Washington, i%3ding at My Commission Expires 17177 EXHTBTT A. Legal Description LOT 2, CITY OF KENT BOUNDARY LINE ADJUSTMENT NUMBER LL-2009-6 RECORDED UNDER RECORDING NUMBER 20100331900007, SAID BOUNDARY LINE ADJUSTMENT BEING A PORTION OF TRACT 24, HORSESHOE ACRES TRACTS TO KENT,ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 15 OF PLATS, PAGE(S) 10, IN KING COUNTY, WASHINGTON, AND THAT PORTION OF THE S W. RUSSELL DONATION LAND CLAIM IN SECTION 25, TOWNSHIP 22 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, TOGETHER WITH THE SELLER'S RIGHT UNDER RECIPROCAL PARKING AGREEMENT RECORDED UNDER KING COUNTY RECORDING NUMBER 20030122002929. TOGETHER WITH UNDIVIDED INTEREST IN THE FOLLOWING: LOT 3, CITY OF KENT BOUNDARY LINE ADJUSTMENT NUMBER LL-2009-6 RECORDED UNDER RECORDING NUMBER 20100331900007, SAID BOUNDARY LINE ADJUSTMENT BEING A PORTION OF TRACT 24, HORSESHOE ACRES TRACTS TO KENT,ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 15 OF PLATS, PAGE(S) 10, IN KING COUNTY, WASHINGTON. 17177 EXHIBIT B. Statutory Warranty Deed i 17177 { AFTER RECORDING RETURN TO: K C, Real Estate Services 500 King County Admm, Bldg. 500 Fourth Avenue Seattle,WA 98104 STATUTORY WARRANTY DEED GRANTOR - KING COUNTY GRANTEE - CITY OF KENT LEGAL-- lot 2 Kent BLA LL-2009-6 TAX NO.- #000660-0043 & The Grantor, KING COUNTY, a political subdivision of the State of Washington, for and in consideration of , pursuant to King County Ordinance No, does hereby convey and warrant unto the Grantee, , a municipal corporation of the State of Washington, and Grantee hereby accepts, the following described real estate, situate in King County, Washington: SEE LEGAL DESCRIPTION IN EXHIBIT"AA ATTACHED HERETO AND BY THIS REFERENCE INCORPORATED HEREIN. GRANTOR GRANTEE KING COUNTY CITY OF KENT 3 BY BY TITLE TITLE Date Date 17177 STATE OF WASHINGTON) ) SS COUNTY OF KING ) I certify that signed this instrument, on oath stated that he was authorized by the King County Executive to execute the instrument, and acknowledged it as the of King County, Washington, to be the free and voluntary act of said County for the uses and purposes mentioned in the instrument. WITNESS my hand and official seal hereto affixed the day and year in this certificate above written. Notary Public in and for the State of Washington, residing at City and State My appointment expires STATE OF WASHINGTON) ) SS COUNTY OF KING ) I certify that signed this instrument, on oath stated that he! she was authorized to execute the instrument, and acknowledged it as the of City of Kent, Washington, to be the free and voluntary act of said County for the uses and purposes mentioned in the instrument. WITNESS my hand and official seal hereto affixed the day and year in this certificate above written Notary Public in and for the State of Washington, residing at City and State My appointment expires e 17177 ; EXHIBIT "A" LEGAL DESCRIPTION LOT 2, CITY OF KENT BOUNDARY LINE ADJUSTMENT NUMBER LL-200" RECORDED UNDER RECORDING NUMBER 2010D331900007, SAID BOUNDARY LINE ADJUSTMENT BEING A PORTION OF TRACT 24, HORSESHOE ACRES TRACTS TO KENT, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 15 OF PLATS, PAGE(S) 10, IN KING COUNTY,WASHINGTON,AND THAT PORTION OF THE S.W. RUSSELL DONATION LAND CLAIM IN SECTION 25,TOWNSHIP 22 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, TOGETHER WITH THE SELLER'S RIGHT UNDER RECIPROCAL PARKING AGREEMENT RECORDED UNDER KING COUNTY RECORDING NUMBER 20030122002929. TOGETHER WITH UNDIVIDED INTEREST IN THE FOLLOWING: LOT 3, CITY OF KENT BOUNDARY LINE ADJUSTMENT NUMBER LL-2009-8 RECORDED UNDER RECORDING NUMBER 20100331900D07, SAID BOUNDARY LINE ADJUSTMENT BEING A PORTION OF TRACT 24, HORSESHOE ACRES TRACTS TO KENT, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 15 OF PLATS, PAGE(S) 10, IN KING COUNTY, WASHINGTON. Real Estate Purchase and Sale Agreement I KC Seller Template- 10-10-09 17177 EXHIBIT C. Bill of Sale and Assignment. BILL OF SALE AND ASSIGNMENT THIS BILL OF SALE is made as of this day of 200_,by KING COUNTY("Seller"), in favor of ,a political subdivision of the State of Washington(`Buyer"), with reference to the following facts. NOW, THEREFORE,for consideration in the amount of Four Thousand Nine Hundred Ninety Nine Dollars ($4,999.00),Seller does hereby absolutely and unconditionally give, grant, bargain, sell,transfer, set over, assign,convey,release,confirm and deliver to Buyer all of Seller's right,title and interest in and to any and all equipment,furniture, furnishings,fixtures and other tangible personal property owned by Seller that is attached, appurtenant to or used in connection with the real property legally described on the attached Exhibit A. Seller represents and warrants that it is the sole owner of, and has good title to,such personal property,and has full right and authority to transfer and deliver the same,and will defend the sale hereby against each and every person claiming otherwise. IN WITNESS WHEREOF,Seller has executed this Bill of Sale as of the date first above written. SELLER: By: Its: Real Estate Purchase and Sale Agreement 2 trtn EXHIBIT D. List of Seller's Personal Property to Remain with Buyer EQUIPMENT—Ecology blocks and landscaping berms placed on the site by Seller for flood control purposes FURNITURE Onantity CHAIRS description DIRECTORS OFFICE upholstered 1 LUNCH ROOMS small chairs S DISPUTE ROOM upholstered 4 VIPR ROOM upholstered 3 COURT ROOM#1 upholstered 9 JURY ROOM#1 upholstered 6 COURTROOM #2 upholstered 2 JURY ROOM#2 upholstered 5 JURY ROOM#3 upholstered 6 COURT ROOM#4 upholstered 10 JUDGES CHAMBERS 2 upholstered 1 JUDGES CHAMBERS 3 upholstered 2 JUDICIAL Chair upholstered 1 Probation upholstered 9 desks DIRECTORS OFFICE straight desk with return 1 CLERKS OFFICE cube -desks 9 MAGISTRATES OFFICE std desk 1 LOBBY 30 X 60 desk 1 Probation old metal 5 Credenza DIRECTORS OFFICE basic 1 Probation basic 2 tables LUNCH ROOMS small round 3 Probation Lunch room small round 1 VIPR ROOM std 6 person 1 COURT ROOM#1 std 6 person 2 JURY ROOM#1 std 6 person 3 JURY ROOM #2 std 6 person 1 JURY ROOM#3 std 6 person i COURT ROOM#4 std 6 person 2 Real Estate Purchase and Salt Agreement 3 17177 Probation std 6 person 2 file cabinets MAGISTRATES OFFICE laterals 2 drawer 2 Probation vertical 4 Probation Lunch room vertical 1 bookcases bookcases CLERKS OFFICE metal bookcase 4-shelf 1 Probation metal bookcase 4-shelf i filing shelves CLERKS OFFICE attached metal shelving 4 judges suites JUDGES CHAMBERS 1 elaborate desk 2 JUDGES CHAMBERS 1 suite- credenza 3 JUDGES CHAMBERS 1 end table-part of suite 2 JUDGES CHAMBERS 2 wooden-bookcase 2 amoire part of suite 1 other items Lobby Benches stone benches 1 lockers, 2 refrigerator 1 microwave 1 Real Estate Purchase and Sale Agreement 4 17177 EXHIBIT E Reciprocal Parking Easement I Real Estate Purchase and Sale Agreement 5 17177 113 MOR!!ED con C Io P) A17M RECOWING MURN TO: 20030122002929 xrao ccumv sas e.ae PACE 001 OF 8e7 City of Kent atna+:ca u, t raro eour�r, u� Attn:ProperiyMansga 220 rourlh Avenue S Kent,Washnngion 98032 Grantor: City of Kent,a Washington municipal corporation. Grantee. King County,apolitical subdivision of Washington. Abbreviated Legal Description: Ptn Trod 24 Horseshoe Acre Tracts recorded in Vol I3, page 10 and a Pin of S W.Russell DLC lying in the NW V.,25-22.04,King County,State of Washington. Additionnt Legal Description on Exhibit A--page s--of Doctrexnl. Assessor's Tar Parcel tD No. 346280.0205.0 and 00D660-0043-0. Project Name:Kent Municipal Court P: ingLoi Document Dale: RECIPROCAL PARKING EASEMENT THIS INSTRUMENT made thisXWday of January,2003,by and between the CITY Or KENT, a municipal corporation of the Stale of Washington (the "City' and KING COUNTY,a pohhcal subdivision of The Stale of Washington(the"County"), 1. Purpose. The City owns the real property legally described as Lot Cis Exhibit A, which Is incorporated by this reference. The County owns the adjoining real properly legally described as Lot D in Exhibit A, The City has constructed two parking lots;Phase i and Phase 11,over portions of Lot C and Lot D. The Phase I parking lot is depicted in The cross,hatched portion of Exhibit Et, which is incorporated by this reference. The Phase it parking lot is depicted In ilia cross holchrd portion of Exhibit C,which is incorporated by this reference. The Purpose of Ibis Parking EnewrTl is to grant the City and the County the right to use the portions of Ilse parking lots conahttcted on The other party's real property and to establish the dloealion of the parking stalls Phase I and Phase 11 as between the City mid flit County. RECIPROCAL PARKING EASEMENT-Page I of 4 fbemrea Kins Canary and Cl ya/Kenq Real Estate Purchase and Sale Agreement 6 17177 113 2. Grant to ON. 77rc Cosaly,for and inconsideration of mutual benefits derived andlor other valuable consideration,receipt or which is hereby acknowledged by time County, does grant to the City,its successors andlor assigns, an casement for use or and access to any portion of the Phase I parking.stalls depicted in Exhibit B and The Phase II parking stalk depicted on Exhibit C,tvhich are located on the real property legally described in Exhibit A as Lot D. The Countyresmes the righl to use the easement area,so long as Thal use does nol umcasonably interfere wi(h the use of theCity and so long as that ase is consistent with the cortwyanco by the City in the following paragraph. 3. Crant to County The City,for and in consideration of mutual benefits derived and/or other valuable consideration,receipt of which is hereby acknowledged by City,does grant to the County,its successors andlorassigns,the following: an casement for use ofand access to any portion of The Phase I parking stalls identified in Exhibit B and Phase 11 parking stalls depicted on Exhibit C.which are located on The real property legally described in Exhibit A as Lot C. The City shalt retain ilia right to use the casement area,to long as that ttse does not unreasonably interfere ivilh ilia use of the Courtly and so long as that use is consistent with the conveyance by the County in the p revtout paragraph. 4, Pn-kine Stall Allocation, The County will have use of and access to seven(7)of the tivenly-one(2))Phase 1 parking stalls nod use of and access to ten(1 D)of Ike thitly-three (33)?hose 11 parking stalls. 5. ivlaintonmec, The City shall maintain and repair the parking lots as shown in ! Exhibit 8 and C, 1 G. Terms orUm The City and Counlystiall at all times exercise their rights under this Easement in accordance with the requirements of all applicable stntules,orders,Sties and regulations of any public authority leaving 3urisdict'roa. The City and County accept the casement arcasin Iheirpresentphysical condition,as is. 7, Indemnification. County does hereby release,indemnify and promise to defend and save harmless City from nod against any and all liability,loss,damage,expense actions and claims,including costs and reasonable attorney's fees incurred by Gty In connection therewith, arising directly or indirectly on account or or out or the negligent exercise by County, its servants,agents,employees,and contractors of the ngbts granted in this Eosement. City does hereby release,indemnify and promise to defend and smrehmmrmless County from and against any and all liability, loss, damage, expense actions and claims, including costs and reasonable attorney's fees incurred by County in connection therewith, arising directly or Indirectly on account of or out of the negligent exercise by City, its servatas, agents, employees and Contractors ofthe rights granted in this Easement. R MPRGCAL PARXING PASIMFNT-Page I or4 (hen,inn Krngcbnnry and Gq•oJRenq Real Estate Purchase and Sale Agreement 7 17177 173 g. Run with the Lrm This Reciprocal EaseaiM slmll be o txweoant running whh the land forever and shall be binding on the City and County,their successors and assigns KING COUNTY: �.A C1T9 ENT: 33 kllr /tL Dy Print C Jim lYhtte or i - I STATE OFWASHINGTON} ss COUNTY OF MO ) - I hereby certify that on the ek tyday 6w fi4rf ,20lie I Ln KV of have satisfaMory evidence that y a isthepersahwhoappeacdbOmmand '. said person acknowledged that he signed this Infuumeril,on oat stated that he is whrizedjo esecule the instrument on behalf of the KINC COUNTY,as its i t LA ` /g d such execution to be the flee and voluntary no of such party for the usdi and urposes mentioned in the foregoing insintment. ' A'ororySrol AlnfApwrlYrtM Thu.....+..IR WITNESS WHEREOF.i hnve hereunto set my hand and affma l seal the dayand year rill 'Oho ICr4.�iten.•. l ;. n Li i . ' ;" 'NOTARY PUBLIC an I oleo Wath' on r';. .°'. MyoppohamMimphes RECIPROCAL PARKING BASEMENT-Page 3 oft , r Amm King CwouY and City ajKea) ji I Real Estate Puichase and Sale Agreement 8 17177 113 STATE OP 1WASITTNGTON y SS. COUNTY OP KING y d� 1 hereby celttfy that on the Jd day of - .2002,1 know at have satisfactory evidence that Am White is the ptason who appcared before me, and said persoa acknowledged fnat he signed this instrument,on oath stated that he Is authorized to execute tba instrument on bchaff of The CITY OF KENT as its hfnyor,and such execution to be the free and voluntary act ofsuch party for the uses and purposess mentioned in the forcgomg insimmw. . - .rrnersntscnuru�xiSaNnaa�. . M WITNESS WHEREOF.f have canto rct mY hand and official seal At day and year firm 46ts%,h1j 8�y it;�u4� ��HaTI/tF >w (t YALetIC� '� C.E JQ r sm Q. NOTARYPUB C, and for.hc Sic of Washington kat'A�ir MY°PPn�tneta ex tic�`J--'!r'�^d APPROVED AS TO FORhI: J KW COLDITY APPROVED AS TO FORIsf: KIM ADAMS PRA FT Kent AssisfuntalyAllorrtey RECIPROCAL PARKING rASCMENT-Page a or,l fhcmrra King County and Cdy rf K,,,o Real Estate Purchase and Sale Agreement 9 17177 173 tQM•C:l3TY DE KEM TAX ACCOUNr NUMSEI: 34M"20SO LEGALOESCRIMON: HORSESHOE ACRE TM TOKFMPOR7RACTZ4apORSW RUSSELL DLC 141 IN HVf G7R STR 2522-04 W.BEG AT INTSNEMM EAST VALLEY HWY(AISACE NTRN.AVE)WITH N IHTRACT 24 HORSESHOE ACRES TH N 004016 E ALONG E N6H FASTYALLEY fiWY01ST 160.00 Fr n t S mw2s E PLL WrFH N W SO TRACT 24 DIST NS DO FT TH W ODJAM£PLL WRH EAST WALLET HWY 2E5 99 FT MLTO S MGN S 259TH ST TH EASEALO S MM42259TH ST90.07FT MOLTO PT 187.12 Fr W OFE LN SEC 25TH S 00-35-SO W PLL WRHE W SEC LYST 366.85 FT TD N LNTRACT24 HORSESHOE ACRESTHN 89.44-20 W ALG SO H LN seas FT TH S D4F00.26 W 52.83 FT 7H S 4S•S-W E WO FT TH S D"3 4T W 84.40 FT TH S 89 iS.N E 12833 FTTH S 00-07-ST W 114.25 FTTO S LH TRACT 24 HDRSESHDEACRES TH N 89.444s W Alt`..SO S LH 36,79 FT TOEMGNEASTVALLEYHMM00040-10EALGSOEIdGN31s00FTTOTPOS. LOT•D-.MNO COUNTY TAX ACCOUNT NUMBER: 000660-0043-0� LEGAL DESCRIPTION: S W RLSSELL D C"4I PORTRACT24110ASeSHOE ACR£ TRACTS L POR S W RUSSELL DLC IN NW OTR STR 2522.9s OAF..BEG AT H4TSN S BNORY LN SO OLC WITH E LN SEC 25 TH N 8944.28 W ALG S BNORY SO OLC59.86 FT TO TPOaTN S DG-07-S7 W 24LT.74 FT TH N D905-24 W 12U.1 FT TH N OOW47E 84 4D FT THN 45•S1-u W 94A 0 A TH N 003D-28 E 5&83 FT TO S ONDRYSO CLC THS 89.44.28E 58 9SFT TO PT IB7.12 FTW OF ELN SEG 25 TH N4o35.50 E PLLTO So E L"366 BS FT MOLTo S MGN S 259TH ST TL4 E ALG S Mr 102.12 FT K&TO pT Rios FT W OF E Ul SEC 25 TH S 00.35-So I W 367 42 FT TO S LH SO DLC TH S s9A4�28 E ALO S LN 2514 FT 70 TpCo £8111DIT "A" ' 1 Real Estate Purchase and Sale Agreement 10 17177 113 -� .O76rf 159TH S-Mi WIN LM•1, 1 I 1 C p v Sam 1 i 1 ' {{I � lOf•E• t LDt•C ! - i --------------------- Real Estate Purchase and Sale Agreement 1] ,7m 173 LXIII.M? C z j-- ---� —• SOUfN2iB1116T1cEEf �--- Lar-'S- ► 1 � o --LOT 1 -------------- I LOT r ► � I m i a 17177 EXIiIBIT F Certificate of Non-Foreign Status. Real Estate Purchase and Sale Agreement 13 17177 Certificate of Non-Foreign Status. Section 1445 of the Internal Revenue Code provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To infOTM the transferee that withholding of tax is not required upon the disposition of a United States real property interest by KING COUNTY ("Transferor"), the undersigned hereby certifies the following on behalf of Transferor: 1. Transferor is not a foreign corporation,foreign partnership, foreign trust, or foreign estate(as those terms are defined in the Internal Revenue Code and Income Tax Regulations); and 2. Transferor's United States employer identification number is 9 1-600 132 7; and 3. Transferor's office address is King County Facilities Management Division, Asset Development and Management Section, Room 500 King County Administration Building, 500 Fourth Avenue, Seattle, WA 98104 Transferor understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury 1 declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I fuither declare that 1 have authority to sign this document on behalf of Transferor. DATED this day of 12004. TRANSFEROR: KING COUNTY i BY Tide Real Estate pin chase and Sale Agreement 14 R Woe:�aesmh REAL ESTATE EXCISE TAX AFFIDAVIT Thus form is your receipt PLEASE TYPE OR PRINT CHAPTER 8245 RCW—CRAPTER45861AWAC when stamper by cashier THIS AFFD)AVIT WILL NOT BE ACCEPTED UNLESS 4LL AREAS ON ALL PAGES ARE FULLY COMPLETED (S.back of last page far inshucuots) ❑ Checkboxifpemalsaleorpmperty Tmuluple owners,list pereeotage ofowmeiaWp said in come Name King County,a political subdivision of the Name City of Kent,a municipal corporation of the State of State of Washington,as to Parcel A,and King Washington a Matlmg Address 500 Fourth Avenue,Suite 500 m Z Mnln Address 22D Fouts Avrnue South y p( City/3hitdZ p Seattle,WA 98104 .9 Qry/StuaZp Kent WA 98032 Phone Na(mcludmgereacode) Phwe No(mcludmgateecade) send m pmpece too wneepovmow to. ❑- same as B'seso. Lot all and endraked oo,am,wp�eoini List aaceand•ilue(s) Name 000660-0043-00 0 00 Mading Address 346280-0206-00 City/Sate Zip 346280-0207.09 Phone No(mcludmgares code) 1525 Smoct sddressorpropen, 1210 Central Avenue S,Kent WA 98030 Thin properey is located in Kent ❑C`icok box ifany ofthe listed pemelsare bang segregated from anotherparcel,are partofabowdary Imead)itsnnant orpmuels bung map& Lap.[description ofpmpeny,(ifmom space is needed,you may attach a separate sheet to each page of the atHda tit) See legal description attached hereto and incorporated herein Selecd Land Use Codes) List all personal property(hngtble and Intangible)included In selling 59 Price wreratyacidruowlcedes (See back of last page of mslrucnons) YES NO Is that property exempt from property his per chapter ❑ 84 36 RCW(non profit orgwvauonrl YES NO Ifelawmg an atmosphere,had WAC number and reason for exmpnm. Is this property designated m forest land per chapter 84 33 RCWT❑ Fid Is this mmperty classified as current use(open space,farm and ❑ ® WAC NO(SeethoWSubsect and 458-61A-205 agnwltumL or umber)land per Chapter 84 349 Is this property recmving special valuanon as hatwoal property, ❑ © Reasw for exemptrw Government Transfeo per Chapter W26 RCWv If any answers are yes,complete as instructed below (1)NOTICE OF CON'TL\L ANCE(FOREST LAND OR CURRENT UBM TypeofDocuosant Statutory War$anty,Deed NEW OWNERS) To continue me current dengoanw as fomst land or clazsrfication as current use(open space,farm and agriculture or Umber)Imd,you Date of Doemnmt November 08,2011 must sign on(3)below The county assessor most than detemons if the land tmasferrN wntmues to qualify and will indicate by sigumg bclaw If the Iwd so Crass Selling Price S 5,600,000 00 bngm qualifirs or you do rot wish to conneue tb<designanw or clasnfimuam it 'Personal Property(distant) $ 4,99900 I vall be removed and the compensating or odometer taxes all be due and payable Exempuw Clamed(deduct) S 5,595,001 DO by the seller or manderor at the time of sale RCW 8433140 or RCW M34108) Pmarto sgmng(3)below,you may contact your localwwtyassessor Taxable Selhvg P. $ for more information Excise Tax State S ) This land ❑does ❑does not qualify for cwmuavtt. Local $ -Ddmqurnt Interest State S DEPf1TY ASSESSOR DATE Local S (2)NOTICE OF COMPLIANCE(HISTORIC PROPERTY) 'Dehnquant Penalty $ NEW OWNER(S)Tp continue special valuauw az hismnc property,ergo(3) below If the new owner(s)do not vines to a ounuq all additionaltax calculated Submtal $ 0.00 pursuant to chapter 84 26 RCW,shall be due and payable by the seller or transferor 'State Technology Fee S 5.00 at me time of sale 'Affidavit Processing Fee $ Soo (3)OWNER(S)SIGNATURE Total Due S 1000 PRINT NAME AMINLMLMOFSIOOOISDIIE FEE(S)AND/ORTAX -SEE INSTRUCTIONS I CERTIFY TINDER PENALTY OF PERJURY THATTRE FOREGOING IS TRUE AND CORRECT Signafine of Signature of Grantor or Grantor's Agent Great.or Grantee's 4gent Name(Pont) Name(print) Dow&city of signing- Seattle Date&city of ingal Searle Pequry Penury is a class C felony which is punishable by mmpnsooment in the state correctional inshmtion for a maximum term of cast more than five years,or by a fmo In an amount fixer by the court of not mom than five thousand dollars(S5,000 00),or by both imprisonment and fine(RCW 9A20 O20(l C)) REV 840001 a.(9,4/11) THIS SPACE-TREASURER'S USE ONLY COUNTYASSESSOR i Rev Ile REAL ESTATE EXCISE TAX AFFIDAVIT TIUS fotrn is your receipt PLEASE TYPE OR PRINT CHAPTER 82 45 RCW-CHAPTER 453-61A WAC when chirped by casMa THIS AFFIDAVIT WILL NOT BE ACCEPTED UNLESS ALL AREAS ON ALL PAGES ARE FULLY COMPLETED (Sin back of lad page for meauco.) ❑Cheekboxrpamalsaleofpreparty Ifmulbple owmas,list pstcenrege ofowneishtp next to mm�e Name King County,a poldiml subdmsion of the N. City of Kent,a municipal corporation of the State of e State of Washington,as to Parcel A;and King Washington ; ¢ m ZMmhng Address SOO Fourth Avenue,Suite 500 Z Masbp Addeesa 220 Fourth Avenue South y City/Stam/Zlp Seattle,WA 98104 to�d CuylSata Zip Kant,WA98032 U U Phone No pnclu&ng amacode) PMne No(tncludingerea code) Seod.31,c,cur,ox"rrtepoMetcet4 ❑x samenaayboG. Lin all rea mW peownil,ro,by tax pan se el acmwr Lst asssed values) number<heekboaifpeimoalp�operty Name 000660-0043-00 0.00 Mining Address 346280-0206-00 Ca'State Ztp 346290-0207-09 Phone NO(including arescode) 1525 Saeetaddress ofPmpeoy 1210 Central Avenue S,Kent WA 98030 Tins pmpaM is lasted an Kent ❑Check box[fans ofthe listed pencelsare being segregated fmmanotherpareel,are part ofa beundary line adjusbventer parcelsbemgmaged begat desenpom Of pmpaty(tfmote space is ambled,you may anach a separate sheet In each page of the of clao,l) See legal description attached hereto and incorporated herein. Select Land Use Colfe(s) List all persaoal property,(tangible and intangible)included in sdlmg 59 price enter any additional coda (See back of last page of instructions) YES NO Is this property exempt from pro,erry to per chapter ❑ ® a 84 36 RCW(non profit orgy suanon)7 YES NO Ifclaurmganexerrphrw,bRWACmmlbw=dmeaoefoTemapv ' Is this property designated as forest land per chapter 8433 RCW'❑ ❑X la this property classified.current use(open space,Earn and ❑ ® WACNo(SectiodSubsectand 45841A-205 agm adamil,Or banner)land per Chapter 84 349 Ethis property recen no,special valuation sa historical property ® Reason for exemption Goa2mment Transfers P.Chapter 8426 RCW' Usny answers are yes,complete as atstructad below (1)NOTICE OF COATINUANCE(FOREST LAND OR CURRENT USE) NEW OWNElhb) To conwuc the wren[ designation as farce land or Type ofDauremt $titutery Warranty Deed claswficamm as marten[use(Open space farm and agnculrure or nmba)land You Dim of Document November 08,2011 most sign on(3)below The county assessor most then deterrtune if the land tmmsfer id continues to ill and wll indicate by signing below If the`and no Gross Sellmg Price S 5,600,000.00 longer qualifies or you do not wish to Continue the designation or classification,it 'Personal Property(deduct) S 4,99900 volt be removed and the compensating or addn onal taxes will be due and payable Exemphou Claimed(deduct) S 5,595,001.00 by the selar or nansfetor at the time or sale (RCW 8433140 Or RCW 84 34 108) Prior to signing(3)Mow you may contact your local county assessor Taxable Selling Frce S famorembrrndam Excise Tax State S Thu land ❑does ❑does no qualify for rmnntmnce vocal S eDehpgabat interest Some S d DEPUTY ASSESSOR DATE Local S (2)NOTICE OF COMPLIANCE(HISTORIC PROPERTY) 'Delinquent Penalty S NEWOWNEVt(S)To continue specialvaYuanon azbidon<pmpmy,rigs(3) Subtotal S 0.00 Mow If the new ouncr(s)do not wish to continue,all additional tax calcalatd Stain Technology Fee S mrsuanttochapter8426RCW snap be due and payable by the salts or transfero ' r 5.00 at the rime of sale 'Affidavit Pimemaing Fee S 5.00 (3)OWNER(S)SIGNATURE TotalDue S 10.00 PRINT NAME AMRSLMUMOFSl0007SDUEINF'EE(S)ANDIORTA 'SEE INSTRUCTIONS I CERTIFY TINDER PENALTY OF PERJURY THAT THE FOREGOING IS TRUE CT Stgnatmecf Signature of ntor Gra or Grantor's Agent Grantee or Grantee's Agent Name(pond) Nionc(print), E Date&city ofsignmg: geaele Date&city ofstgnmg: ! /� Sealtls Perjury Permy is a class C felony which is punishable by tmpnsonment in the state correctional matitutwa fora axurrmnfi tam ofnot mom thaa five years,or by s line m an amount fixed b)ilia court of not more thin fire thousand dollars($6 D00 00),Or by both rmpnscombat and fine(RCW 9A 20 020(1C)) REV840001m(9l li) THIS SPACE-TREASURER'S USE ONLY COUNTYTREASURER Pacific Northwest Title Company �►(FirstAmerican 215 Columbia Street•Seattle,WA 98104 Buyer's Estimated Settlement Statement Property: 1210 Central Avenue S,Kent,WA 98030 File No: 1162316 Lot 2 Officer: Stephani Owens/AL New Loan No: Estimated Settlement Date: 12/02/2011 Disbursement Date: Print Date: 11/29/2011,4.45 PM Buyer: City of Kent Address: 220 Fourth Avenue South,Kent,WA 98032 Seller: King County Address: 500 Fourth Avenue, Suite 500, Seattle,WA 98104 Charge Description Buyer Charge Buyer Credit Consideration: Total Consideration 5.600,000 00 Deposits in Escrow: Recet tNo 7656on11/28/20116i City of Kent 5,611,56503 Adjustments: Personal Property 4,99900 Prorations• County Tax 12/02/11 to 01/01/12 $1104 011yr 9074 Title/Escrow Charges to: Settlement or Closing Fee to Pacific Northwest Title Company$1,375 00 Sales Tax $130 63 1,50563 ALTA Standard Owner Policy-2006 to Pacific Northwest Title Company$8,300 00 Sales Tax 9,08850 $788 50 Record-Miscellaneous 30000 Transfer Tax-additional to Washington State Department of Revenue 47491 Cash(X From)( To)Borrower 4,893.75 Totals 5,616,458 78 5,616,458 78 Buyer(S): City of Kent, a municipal corporation f the State of Washington y R cn-,icNU1L1'1 u-- Columbia St,Se RECEIVE® Seattle WA 98104 King 3 oz DEC 10 2011 + 01 001 0 3 37 7 96 0 2 06969 + TransgaTUWDEPT. Order No.1162316 1 211 41201 1 City of Kent 220 Ah Ave S Kent WA 98032 I Enclosed please find 1 attached documents. I i Pacific Northwest Title Company I Page Count 9 i Form No 1402 06 Policy Page 5 ALTA Owner's Poly(6-17-06) Polity Number:1167316 SCHEDULE A FirstAmerican Title Insurance Company Name and Address of Title Insurance Company: First American Title Insurance Company 1 First American Way Santa Ana, CA 92707 File No.: 1162316 Policy No.: 1162316 Address Reference: 1210 Central Avenue S, Kent, WA 98030 Amount of Insurance. $5,600,000.00 Premium: $8,300.00 Date of Policy: December 02, 2011 at 4:09 P.M. I. Name of Insured: CITY OF KENT, A MUNICIPAL CORPORATION OF THE STATE OF WASHINGTON 2. The estate or interest in the Land that is insured by this policy is: Fee Simple 3. Title is vested in: CITY OF KENT, A MUNICIPAL CORPORATION OF THE STATE OF WASHINGTON 4. The Land referred to in this policy is described as follows: Real property in the City of Kent, County of King, State of Washington, described as follows: PARCEL A: LOT 2, CITY OF KENT BOUNDARY LINE ADJUSTMENT NUMBER LL-2009-6 RECORDED UNDER RECORDING NUMBER 20100331900007, SAID BOUNDARY LINE ADJUSTMENT BEING A PORTION OF TRACT 24, HORSESHOE ACRES TRACTS TO KENT, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 15 OF PLATS, PAGE(S) 10, IN KING COUNTY, WASHINGTON, AND THAT PORTION OF THE S.W. RUSSELL DONATION LAND CLAIM IN SECTION 25, TOWNSHIP 22 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, TOGETHER WITH THE SELLER'S RIGHT UNDER RECIPROCAL PARKING AGREEMENT RECORDED UNDER KING COUNTY RECORDING NUMBER 20030122002929. PARCEL B: LOT 3, CITY OF KENT BOUNDARY LINE ADJUSTMENT NUMBER LL-2009-6 RECORDED UNDER RECORDING NUMBER 20100331900007, SAID BOUNDARY LINE ADJUSTMENT BEING A PORTION OF TRACT 24, HORSESHOE ACRES TRACTS TO KENT, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 15 OF PLATS, PAGE(S) 10, IN KING COUNTY, WASHINGTON. APN: 000660-0043-00 and 346280-0206-00 and 346280-0207-09 and 346280-0205-01 FM American Title insurance Company � Form No 1402 06 Policy Page 6 ALTA Owner's Policy(6-17-06) Policy Number*1162316 SCHEDULE B File No. 1162316 Policy No 1162316 EXCEPTIONS FROM COVERAGE This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: Part One: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of persons in possession thereof. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. Any lien, or right to a lien, for services, labor or materials or medical assistance heretofore or hereafter furnished, imposed by law and not shown by the public records. 6. (A) Unpatented mining claims; (B) Reservations or exceptions in patents or in Acts authorizing the issuance thereof, (C) Water rights, claims or title to water; whether or not the matters excepted under (A), (B) or (C) are shown by the public records; (D) Indian Tribal Codes or Regulations, Indian Treaty or Aboriginal Rights, including easements or equitable servitudes. 7. Any service, installation, connection, maintenance, construction, tap or reimbursement charges/costs for sewer, water, garbage or electricity. First American Title Insurance Company Form No.1402.06 Policy Page 7 ALTA Owner's Policy(6-17-06) Policy Number,1162316 Part Two: 1 The property herein described is carried on the tax rolls as exempt,however,it will become taxable from the date of transfer to a taxable entity. Tax Account Number- 000660-0043-00 Affects: Portion of said premises 2. The property herein described is carried on the tax rolls as exempt,however,it will become taxable from the date of transfer to a taxable entity. Tax Account Number: 346280-0206-00 Affects: Portion of said premises _ 3. The property herein described is carried on the tax rolls as exempt,however,it will become taxable from the date of transfer to a taxable entity. Tax Account Number. 346280-0207-09 Affects: Portion of said premmses 4. The property herein described is carried on the tax rolls as exempt;however,it will become taxable from the date of transfer to a taxable entity Tax Account Number: 346280-0205-01 Affects: Remainder of said premises and other property 5. Conditions, notes, easements, provisions and/or encroachments contained or delineated on the face of the I Survey recorded under Recording Number 8804149005,in King County,Washington. 6. Conditions, notes, easements, provisions and/or encroachments contained or delineated on the face of the Survey recorded under Recording Number 8902169005,in King County,Washington. 7. Conditions, notes, easements, provisions and/or encroachments contained or delineated on the face of the Survey recorded under Recording Number 9610079002,in Kmg County,Washington. 8. Covenants,conditions, restrictions and/or easements,but deleting any covenant,condition or restriction indicating a preference,limitation or discrimination based on race,color, religion,sex,handicap,family status,or national origin to the extent such covenants,conditions or restrictions violate Title 42,Section 3604(c),of the Umted States Codes. Recorded: February 08, 1991 Recording Information: 9102080822 and 9102080823 I First American Title Insurance Company it Form No.1402.06 Policy Page 8 ALTA Owner's Policy(6-17-06) Policy Number.1162316 9. Reciprocal Parking Easement Agreement and the terms and conditions thereof: Between: City of Kent And. King County Recording Information: 20030122002929 10. Terms,covenants,conditions and restrictions as contained in recorded Lot Line Adjustment(Boundary Line Revisions). Recorded: March 31,2010 Recording Information. 20100331900007 The following Exceptions 17 throuth 31 affect Parcel B 11. Easement and the terms and conditions therein,including,but not limited to,the followmg- Grantee: King County Purpose. River bank protection Area Affected Easterly portion of said premises,together with the right of necessary access across other portions of said premises, Recorded: January 18, 1961 Recording No 5242808 12. Easement and the terms and conditions therein,including,but not limited to,the following: Grantee: King County Purpose: River bank protection Area Affected: Easterly portion of said premises, together with the right of necessary access across other portions of said premises Recorded: April 4, 1963 Recording No.: 5633088 13. Easement and the terms and conditions therein,including,but not limited to,the following: Grantee: Puget Sound Power&Light Company Purpose: Electric transmission and/or distribution system Area Affected: A westerly portion of said premises and other property Recorded: March 7, 1988 Recording No.. 8803070800 14. Easement and the terms and conditions therein,including,but not limited to,the following: Grantee: Puget Sound Power&Light Company Purpose: Electric transmission and/or distribution system Area Affected: A westerly portion of said premises and other property Recorded- May 9, 1988 Recording No 9805090243 i i Fh st Amerimn Title Insurance Company Form No.1402.06 Policy Page 9 ALTA Owner's Pollcy(6.17-06) Policy Number:1162316 15. Easement and the terms and conditions therem, including,but not limited to,die following: Grantee: City of Kent Purpose Pedestrian and bicycle trail Area Affected: Easterly portion of said premises Recorded October 7, 1992 Recording No: 9210071410 16. Covenants,conditions,restrictions and easements contained m Boundary Line Adjustment Recorded: March 31,2010 Recording No.: 20 1 0033 1900007 17. Any question that may arise due to shifting and changing in course of the Green River. 18. Right of the State of Washington in and to that portion,if any,of the property herein described which lies below the line of ordinary high water of the the Green River 19. Any prohibition of or limitation of use,occupancy or improvement of the land resulting from the rights of the public or riparian owners to use any portion which is now or has been formerly covered by water 20. Paramount rights and easements in favor of the United States for commerce,navigation,fisheries and the production of power. 21. Matters disclosed on a survey recorded under Recordmg Number 9707289007 i _ I a First American Title Insurance Company i ;, ( 1 r ,5y,5y w7,s r50...•.,5. '.Sv�.� ,:N •r:a_y+ 's.L. ♦r�a��ts➢.kf bits-r�.�h,-w.+sy 11'mr,_y 5'_ 3`M1 < {-r i 5'v IY• y V '�f-i�; 8 i`7 - ' p�, `� DI�r¢�+s';y,�s, '1, d •i• 'S`'..`j, �+ i. 3 III,p .y , 1 a`F !Y! ' x -'..;7.a �$f'C r: :�n'W -r. ' a+.. S^�8'+ �+_a` �w,.v i''.{•'� {o-t$,�4-x�',s3.:="f.4�Y wo�`- .1 ;, Form No. 1402.06 Policy Page 1 ALTA Owner's Policy(6-17-06) ` Policy Number: 1162316 t�' 1100302PO50600 �l OWNER'S POLICY OF TITLE INSURANCE ? ISSUED BY fp k First American Title Insurance Company Any notice of claim and any other notice or statement in writing &required to be given to the Company under this policy must be y given to the Company at the address shown in Section 18 of the Conditions. i COVERED RISKS v SUBIECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS police power not covered by Covered Risk 5 if a notice of the h q FROM COVERAGE CONTAINED IN SCHEDULE B AND THE enforcement action,describing any part of the Land, is recorded b • ' CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a in the Public Records, but only to the extent of the enforcement California corporation (the "Company'l Insures, as of Date of Policy referred to in that notice I and, to the extent stated in Covered Risks 9 and 10, after Date of 7. The exercise of the rights of eminent domain If a notice of the Policy, against loss or damage, not exceeding the Amount of exercise, describing any part of the Land, is recorded in the y +, Insurance,sustained or incurred by the Insured by reason of Public Records, ' 1 Title being vested other than as stated in Schedule A 8 Any taking by a governmental body that has occurred and is r f r 2 Any defect in or Ilon or encumbrance on the Title. This Covered binding on the rights of a purchaser for value without Knowledge. , Risk includes but Is not limited to insurance against loss from 9. Title being vested other than as stated in Schedule A or being (a) A defect In the Title caused by defective I (1) forgery, fraud, undue influence, duress, incompetency, (a) as a result of the avoidance In whole or in part, or from a { a"I Incapacity,or impersonation; court order providing an alternative remedy,of a transfer of a� I ` (II) failure of any person or Entity to have authorized a all or any part of the title to or any interest in the Land transfer or conveyance; occurring prior to the transaction vesting Title as shown in (Ili) a document affecting Title not properly created, Schedule A because that prior transfer constituted a executed,witnessed,sealed,acknowledged,notarized,or fraudulent or preferential transfer under federal bankruptcy, 'i ra delivered; state Insolvency,or similar creditors'rights laws;or g (lv)failure to perform those acts necessary to create a (b) because the instrument of transfer vesting Title as shown In r i document by electronic means authorized by law; Schedule A constitutes a preferential transfer under federal 1 4 (v) a document executed under a falsified, expired, or bankruptcy,state Insolvency, or similar creditors'rights lawsgs i y �r otherwise invalid power of attorney, by reason of the failure of its recording in the Pubic Records t (v0 a document not properly flied, recorded, or indexed In (1) to be timely,or the Pubic Records including failure to perform those acts (11) to impart notice of Its existence to a purchaser for value 1 { by electronic means authorized by law;or or to a judgment or lien creditor. t +i (vii)a defective judicial or administrative proceeding. 10. Any defect in or lien or encumbrance on the Title or other matter (b) The lien of real estate taxes or assessments imposed on the Included in Covered Risks 1 through 9 that has been created or " ffin Title by a governmental authority due or payable,but unpaid. attached or has been filed or recorded in the Public Records (c) Any encroachment, encumbrance, violation, variation, or subsequent to Date of Policy and prior to the recording of the ? i adverse circumstance affecting the Title that would be deed or other instrument of tra isfer in the Public Records that $ disclosed by an accurate and complete land survey of the vests Title as shown in Schedule A. " ;' y Land. The term "encroachment" includes encroachments of ^ ri r existing improvements located on the Land onto adjoining The Company will also pay the costs, attorneys' fees, and expenses 3a . j ta�g. land, and encroachments onto the Land of existing Incurred In defense of any matter insured against by this policy, but s. ' '1 Improvements located on adjoining land. only to the extent provided in the Conditions. } 3. Unmarketable Title. q 4. No right of access to and from the Land. i eratAmencmr Tirte capyp ry w° } " S. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and a�- — ' zoning)restricting,regulabng,prohibiting,or relating to (� I (a) the occupancy,use,or enjoyment of the Land; t q (b) the character, dimensions, or location of any improvement IS ' erected on the Land; r I (c) the subdivision of land;or q (d) environmental protection a2 ` if a notice, describing any part of the Land, is recorded in the q Pubic Records setting forth the violation or intention to r i enforce,but only to the extent of the violation or enforcement rj referred to in that notice_ t >y 6. An enforcement action based on the exercise of a governmental _ sq�r�.„+�,.5y-� ;�a ��`r'�t-�'"�ra�d� �a� vr�r� �y�gS'�',��,,�'�`��9"��^t6'r53`��'s�-'�''�� •�f /f A.• v t r A3 •W V -r t aY a.f, 'Ar3Y5^. r Tjrr r •♦.i�y'e�i�rr,..tsr�r�� -i">d v 1` < c � -f.wi1. �.v.3��.''r_V5.�i�.aH�31:• `?�=¢eG� 'i. L n 1 Form No 1402.06 Policy Page 2 ALTA Owner's Policy(6-17.06) Policy Number, 1162316 EXCLUSIONS FROM COVERAGE (it) With regard to (A), (B), (C), and (D) reserving, however, all rights The following matters are expressly excluded from the coverage of this policy,and and defenses as to any successor that the Company would have had the Company will not pay loss or damage,costs,attorneys'fees,or expenses that against any predecessor Insured. arise by reason of- (e) 'Insured Claimant" An Insured claiming loss or damage. 1. (a) Any law, ordinance,permit, or governmental regulation(including those (f) "Knowledge" or"Known" Actual knowledge, not constructive knowledge relating to building and zoning) restricting, regulating, prohibiting, or or notice that may be imputed to an Insured by reason of the Public relating to Records or any other records that impart constructive notice of matters (i) the occupancy,use,or enjoyment of the Land; affecting the Title (it)the character,dimensions,or location of any improvement erected on (g) "Land".The land described in Schedule A,and affoced improvements that the Land, by law constitute real property. The term "Land"does not include any (ill) the subdivision of land,or property beyond the lines of the area described in Schedule A, nor any (iv) environmental protection; right, title, interest, estate, or easement in abutting streets, roads, or the effect of any violation of these laws, ordinances, or governmental avenues,alleys, lanes,ways,or waterways, but this does not modify or regulabons.This Exclusion 1(a)does not modify or limit the coverage provided limit the extent that a right of access to and from the Land is insured by under Covered Risk 5. this policy (b) Any governmental police power.This Exclusion 1(b)does not modify or (h) "Mortgage", Mortgage, deed of trust, trust deed, or other security limit the coverage provided under Covered Risk 6. instrument, including one evidenced by electronic means authorized by 2. Rights of eminent domain This Exclusion does not modify or limit the law coverage provided under Covered Risk 7 or 8. (1) "Public Records": Records established under state statutes at Date of 3. Defects,liens,enctimtrances,adverse claims,or other matters Policy for the purpose of Imparting constructive notice of matters relating (a) created,suffered,assumed,or agreed to by the Insured Claimant; to real property to purchasers for value and without Knowledge. With (b) not Known to the Company,not recorded in the Public Records at Date of respect to Covered Risk S(d), "Public Records" shall also include Policy,but Known to the Insured Claimant and not disclosed in writing to environmental protection liens filed in the records of the clerk of the the Company by the Insured Claimant prior to the date the Insured United States District Court for the district where the Land is located. Claimant became an Insured under this polo; "Title".The estate or interest described in Schedule A (c) resulting in no loss or damage to the Insured Claimant; (k) "Unmarketable Title":Title affected by an alleged or apparent matter that (d) attaching or created subsequent to Date of Policy(however,this does not would permit a prospective purchaser or lessee of the Title or lender on modify or limit the coverage provided under Covered Risks 9 and 10);or the Title to be released from the obligation to purchase,lease,or lend if (e) resulting in loss or damage that would not have been sustained if the there is a contractual condition requiring the delivery of marketable title. Insured Claimant had paid value for the Title. 4. Any claim,by reason of the operation of federal bankruptcy,state insolvency, 2. CONTINUATION OF INSURANCE or similar creditors'rights laws,that the transaction vesting the Ttle as shown The coverage of this policy shall continue in Force as of Date of Polley in favor In Schedule A,is of an Insured, but only so long as the Insured retains an estate or interest In the (a) a fraudulent conveyance or fraudulent transfer;or Land,or holds an obligation secured by a purchase money Mortgage given by a (b) a preferential transfer for any reason not stated in Covered Risk 9 of this purchaser from the Insured, or only so long as the Insured shall have liability by policy reason of warranties in any transfer or conveyance of the Title This policy shall not S. Any Seri on the Title for real estate taxes or assessments Imposed by continue in force in favor of any purchaser from the Insured of either(h)an estate governmental authority and created or attaching between Date of Policy and or interest in the Land,or(d)an obligation secured by a purchase money Mortgage the date of recording of the deed or other instrument of transfer In the Public given to the insured. Records that vests Title as shown In Schedule A. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT CONDITIONS The Insured shall notify the Company promptly in writing (i) in case of any 1. DEFINITION OF TERMS litigation as set forth in Section S(a)of these Conditions, (11) in case Knowledge The following terms when used in this policy mean: shall come to an Insured hereunder of any claim of title or interest that is adverse (a) "Amount of Insurance":The amount stated in Schedule A, as may be to the Tide, as Insured, and that might cause loss or damage for which the increased or decreased by endorsement to this policy, increased by Company may be liable by virtue of this policy,or(in) if the Title, as insured, is Section B(b),or decreased by Sections 10 and 11 of these Conditions. rejected as Unmarketable Title. If the Company is prejudiced by the failure of the (b) "Date of Policy":The date designated as"Date of Policy"in Schedule A. Insured Claimant to provide prompt notice,the Company's liability to the Insured (c) "Entity". A corporation, partnership, trust, limited liability company, or Claimant under the policy shall be reduced to the extent of the prejudice other similar legal entity. (d) "Insured'.The Insured named in Schedule A. 4. PROOF OF LOSS (i) The term"Insured'also includes In the event the Company is unable to determine the amount of loss or (A) successors to the Title of the Insured by operation of law as damage, the Company may,at its option, require as a condition of payment that distinguished from purchase,including heirs,devisees,survivors, the Insured Claimant furnish a signed proof of loss The proof of loss must describe personal representatives,or next of km; the defect,hen, encumbrance,or other matter insured against by this policy that (B) successors to an Insured by dissolution, merger, consolidation, constitutes the basis of loss or damage and shall state,to the extent possible,the distribution,or reorganization; bases of calculating the amount of the loss or damage. (C) successors to an Insured by its conversion to another kind of Entity; S. DEFENSE AND PROSECUTION OF ACTIONS (D) a grantee of an Insured under a ckBed delivered without (a) Upon written request by the Insured,and subject to the options contained payment of actual valuable conshderabon conveying the Title in Section 7 of these Conditions,the Company,at its own cast and without (1) if the stock,shares,memberships,or other equity Interests unreasonable delay, shall provide for the defense of an Insured in of the grantee are wholly-owned by the named Insured, litigation in which any third party asserts a claim covered by this policy (2) if the grantee wholly owns the named Insured, adverse to the Insured. This obligation is limited to only those stated (3) if the grantee is wholly-owned by an affiliated Entity of the causes of action alleging matters insured against by this policy The named Insured, provided the affiliated Entity and the Company shall have the night to select counsel of its choice(subject to the named Insured are both wholly-owned by the same person right of the Insured to object fcr reasonable muse) to represent the or Entity,or Insured as to those stated causes of action It shall not be liable for and (4) if the grantee is a trustee or beneficiary of a trust created will not pay the fees of any other counsel.The Company will not pay any n by a written instrument established by the Insured named Fees, costs,or expenses incurred by the Insured in the defense of those in Schedule A for estate planning purposes. causes of action that allege matters not Insured against by this policy. (b) The Company shall have the right,in addition to the options contained in First American Title Insurance Company s Form No. 1402.06 Policy Page 3 ALTA Owner's Policy(6-17-06) Policy Number 1162316 Section 7 of these Conditions, at Its own cost,to institute and prosecute attorneys'fees,and expenses Incurred by the Insured Claimant that were any action or proceeding or to do any other ad that in its opinion may be authorized by the Company up to the time of payment and that the necessary or desirable to establish the Title,as insured,or to prevent or Company is obligated to pay. reduce loss or damage to the Insured The Company may take any Upon the exercise by the Company of either of the options provided for in appropriate action under the terms of this policy,whether or not it shall subsections(b)(i)or(n), the Company's obligations to the Insured under this be liable to the Insured. The exercise of these rights shall not be an policy for the claimed loss or damage,other than the payments required to be admission of liability or waiver of any provision of this pocky. If the made,shall terminate,Including any liability or obligation to defend,prosecute, Company exercises its rights under this subsection, it must do so or continue any litigabon diligently. (c) Whenever the Company brings an action or asserts a defense as required 8. DETERMINATION AND EXTENT OF LIABILITY or permitted by this policy, the Company may pursue the litigation to a This policy is a contract of indemnity against actual monetary loss or damage final determination by a court of competent Jurisdiction, and it expressly sustained or incurred by the Insured Claimant who has suffered loss or damage by reserves the right,in its sole discretion,to appeal any adverse judgment reason of matters insured against by this policy or order (a) The extent of liability of the Company for kiss or damage under this policy shall not exceed the lesser of 6. DUTY OF INSURED CLAIMANT TO COOPERATE (1) the Amount of Insurance,or (a) In all cases where this policy permits or requires the Company to (ii) the difference between the value of the Title as Insured and the value prosecute or provide for the defense of any action or proceeding and any of the Title subject to the risk insured against by this policy. appeals, the Insured shall secure to the Company the right to so (b) If the Company pursues its rights under Section 5 of these Conditions and prosecute or provide defense in the action or proceeding, including the is unsuccessful In establishing the Title,as Inured, right to use, at its,option, the name of the Insured for this purpose. (1) the Amount of Insurance shall be increased by 10%,and Whenever requested by the Company, the Insured, at the Company's (in) the Insured Claimant shall have the right to have the loss or damage expense, shall give the Company all reasonable aid (i) in securing determined ether as of the date the claim was made by the Insured evidence, obtaining witnesses, prosecuting or defending the action or Claimant or as of the date it is settled and paid. proceeding,or effecting settlement,and(ii)in any other lawful act that in (c) In addition to the extent of liability under(a)and(b), the Company will the opinion of the Company may be necessary or desirable to establish also pay those costs,attomeys'fees,and expenses Incurred in accordance the Title or any other matter as insured.If the Company Is prejudiced by with Sections 5 and 7 of these Conditions the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured tinder the policy shall terminate, 9. LIMITATION OF LIABILITY including any lability or obligation to defend,prosecute,or continue any (a) If the Company establishes the Title,or removes the alleged defect,Iles, litigation, with regard to the matter or matters requiring such or encumbrance,or cures the lack of a right of access to or from the cooperation. Land, or cures the claim of Unmarketable Ttle, all as insured, in a (b) The Company may reasonably require the Insured Claimant to subrrxt to reasonably diligent manner by any method, including litigation and the examination under oath by any authorized representative of the Company completion of any appeals, it shall have fully performed its obligations and to produce for examination, inspection, and copying, at such with respect to that matter and shall not be liable for any loss or damage reasonable times and places as may be designated by the authorized caused to the Insured. representative of the Company, all records, in whatever medium (b) In the event of any litigation,Including litigation by the Company or with maintained, including books, ledgers, checks, memoranda, the Company's consent, the Company shall have no labdnty for loss or correspondence, reports, a-macs, disks, tapes, and videos whether damage until there has been a final determination by a court of bearing a date before or after Date of Policy,that reasonably pertain to competent jurisdiction,and disposition of all appeals,adverse to the Title, the loss or damage. Further, If requested by any authorized as insured. representative of the Company, the Insured Claimant shall grant its (c) The Company mall not be liable for loss or damage to the Insured for permission,in writing,for any authorized representative of the Company lability voluntarily assumed by the Insured in settling any claim or suit to examine, Inspect, and copy all of these records In the custody or without the prior written consent of the Company. control of a third party that reasonably pertain to the loss or damage.All information designated as confidential by the Insured Claimant provided 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF to the Company pursuant to this Section shall not be disclosed to others LIABILITY unless,in the reasonable judgment of the Company,it is necessary In the All payments under this policy, except payments made for costs, attorneys' i administration of the claim Failure of the Insured Claimant to submit for fees, and expenses, shall reduce the Amount of Insurance by the amount of the examination under oath,produce any reasonably requested information, payment. n or grant permission to secure reasonably necessary information from third l parties as required in this subsection, unless prohibited by law or 11. LIABILITY NONCUMULATIVE governmental regulation, shall terminate any liability of the Company The Amount of Insurance shall be reduced by any amount the Company pays under this policy as to that claim under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed,assumed,or taken subject,or which is executed 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION by an Insured after Date of Policy and which is a charge or lien on the Title, and OF LIABILITY the amount so paid shall be deemed a payment to the Insured under this policy. ' In case of a claim under this policy, the Company shall have the following additional options. 12. PAYMENT OF LOSS (a) To Pay or Tender Payment of the Amount of Insurance. When liability and the extent of loss or damage have been definitely fixed in To pay or tender payment of the Amount of Insurance under this policy accordance with these Conditions,the payment shall be made within 30 days. together with any costs, attorneys'fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of 13.RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT payment or tender of payment and that the Company Is obligated to pay (a) Whenever the Company shall have settled and paid a claim under this Upon the exercise by the Company of this option, all liability and policy, it shall be suorogated and entitled to the rights of the Insured obligations of the Company to the Insured under this policy,other than to Claimant In the Title and all other rights and remedies in respect to the make the payment required in this subsection,shall terminate, including claim that the Insured Claimant has against any person or property,to the any liability or obkgatlon to defend,prosecute,or continue any litigation extent of the amount of any lass, costs, attorneys'fees, and expenses (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With paid by the Company,If requested by the Company,the Insured Claimant the Insured Claimant. shall execute documents to evidence the transfer to the Company of these (I) To pay or otherwise settle with other parties for or in the name of an rights and remedies The Insured Claimant shall permit the Company to Insured Claimant any claim insured against under this policy. In sue, compromise, or settle in the name of the Insured Claimant and to addition, the Company will pay any costs, attorneys' fees, and use the name of the Insured Claimant in any transaction or litigation expenses marred by the Insured Claimant that were authorized by involving these rights and remedies the Company up to the time of payment and that the Company is If a payment on account of a claim does not fully cover the loss of the obligated to pay;or Insured Claimant, the Company shall defer the exercise of its right to (ill) To pay or otherwise settle with the Insured Claimant the loss or recover until after the Insured Claimant shall have recovered its loss. damage provided for under this policy, together with any costs, First American Title Insurance Company Farm No.1402 06 Policy Page 4 ALTA Owner's Policy(6.17-06) Policy Number 1162316 (b) The Company's right of subrogation includes the rights of the Insured to (d) Each endorsement to this policy Issued at any time is made a part of this Indemnities, guaranties, other polices of insurance, or bands, policy and is subject to all of its terms and provisions Except as the s notwithstanding any berms or conditions contained in those instruments endorsement expressly states,it does not(i)modify any of the terms and that address subrogation rights. provisions of the policy,(d)modify any prior endorsement,(m)extend the Date of Policy,or pv)increase the Amount of Insurance. 14. ARBITRATION Ether the Company or the Insured may demand that the claim or controversy 16. SEYERABIl ify shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of In the event any provision of this policy, in whole or in cart,is held invalid or the American Land Title Association ("Rules"). Except as provided in the Rules, unenforceable under applicable law,the policy shall be deemed not to include that there shall be no joinder or consolidation with claims or controversies of other provision or such part held to be invalid,but all other provisions shall remain in full persons Arbitrable matters may include,but are not limited to,any controversy or force and effect. claim between the Company and the Insured arising out of or relating to this policy, any service In onnnechon with its issuance or the breach of a policy 17. CHOICE OF LAW;FORUM provision,or to any other controversy or claim arising out of the transaction giving (a) Choice of Law:The Insured acknowledges the Company has underwritten rise to this policy. All arbitrable matters when the Amount of Insurance is the risks covered by this policy and determined the premium charged $2,000,000 or less shall be arbitrated at the option of either the Company or the therefore in reliance upon the law affecting Interests in real property and Insured. All arbitrable matters when the Amount of Insurance is in excess of applicable to the interpretation, rights, remedies, or enforcement of $2,000,000 shall be arbitrated only when agreed to by both the Company and the polices of title insurance of the jurisdiction where the Land is located Insured Arbitration pursuant to this policy and under the Rules shall be binding Therefore,the court or an arbitrator shall apply the law of the jurisdiction upon the parties.Judgment upon the award rendered by the Arbitrator(s)may be where the Land is located to determine the validity of claims against the entered in any court of competent jurisdiction. Title that are adverse to the Insured and to interpret and enforce the terms of this policy In neither case shall the court or arbitrator apply its 15. LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE CONTRACT conflicts of law principles to determine the applicable law. (a) This policy together with all endorsements,if any, attached to it by the (b) Choice of Forum: Any litigation or other proceeding brought by the Company is the entire policy and contract between the Insured and the Insured against the Company must be filed only in a state or federal court Company.In interpreting any provision of this policy,this policy shall be within the United States of America or its terntones having appropriate construed as a whole. jurisdiction. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. 18. NOTICES,WHERE SENT (c) Any amendment of or endorsement to this policy must be in writing and Any notice of dam and any other notice or statement in wnting required to be authenticated by an authorized person, or expressly incorporated by given to the Company under this policy must be given to the Company at 1 First Schedule A of this policy. American Way,Santa Ana,CA 92707,Al Claims Department POLICY OF TITLE INSURANCE ik M E R r it_ Y 7 First American Tltie Insurance Company iyt �ME�tC First American FIRST AMERICAN TRUST WIRING INSTRUCTIONS TO THE ACCOUNT OF: Pacific Northwest Title Company ACCOUNT NUMBER: 3033640000 ABA NUMBER: 122241255 BANK: FIRST AMERICAN TRUST,FSB 5 First American Way Santa Ana,CA 92707 ---- ------ PLEASE REFERENCE THE ESCROW NUMBER LISTED BELOW -- -------- ESCROW NUMBER: 1162316 (SAO) CLOSER: Stephani Owens CLIENTS NAME: City of Kent In order for the incoming wire to be properly posted,it is DvIPERATIVE that the ESCROW NUMBER be referenced. Should the reference information be missing or incomplete,there may be a delay m posting the incoming wire and the disbursal of funds. Please call Stepham Owens at(206)343-1341 or Kate Siddell at (206)343-1348 if there are any questions . 214 Coln nhia Street•Seattle,WA 98104 Phone(206)343-0400•Fax(206)3434720 Padfcfiort0~We Company �a 215 Columbia Street Seattle,WA 98104 k First American Phn- {2(16)343-4400 v Fax- (206)343-4720 x PACIFIC NORTHWEST TITLE COMPANY CLOSING ESCROW INSTRUCTIONS PURCHASER: City of Kent SELLER:King County DATE: 11/17/2011 ESCROW NUMBER: 1162316 (SAO) PRELIMINARY TITLE COMMITMENT NUMBER: 1162316 PURCHASER AND SELLER HEREIN APPOINT AND APPROVE PACIFIC NORTHWEST TITLE COMPANY, (hereinafter referred to as ESCROW AGENT)TO ACT AS ESCROW AGENT FOR THIS TRANSACTION. ESCROW AGENT is to be concerned only with the provisions specifically set forth in these instructions,which DO NOT incorporate the terms of the Purchase and Sale Agreement and Addenda (hereinafter referred to as the Agreement) executed by the parties and are not intended to amend, modify or supercede the terms and conditions set forth therein. CONDITIONS THAT SURVIVE ESCROW: The parties hereto agree that there may be certain conditions set forth in the above Agreement which may survive the closing of this escrow and ESCROW AGENT is to assume no responsibility or liability for such compliance. 1. SELLER herein deposits with ESCROW AGENT,pursuant to these instructions,the following: DOCUMENTS (X) Agreement (X) FIRPTA Certificate (X) Disclosure under APR 12 (X) Excise Sales Tax Affidavit (X) Statutory Warranty Deed (X) Settlement Statement (X) Commercial Building Affidavit (X) Bill of Sale (X) (X) which ESCROW AGENT is instructed to deliver,release and/or record when ESCROW AGENT has for the account of SELLER$5,600,000.00 , subject to any charges and/or credits authorized herein. 2. PURCHASER herein deposits with ESCROW AGENT the funds required to close, in the form of a cashier's check,wired and/or collected funds in accordance with the Collected Funds Law(RCW 18.44.400); loan proceeds,if applicable; and the following: DOCUMENTS ESCROW INSTRUCTIONS (continued from previous page) ESCROW NUMBER: 1162316 (SAO) DATE: 11/17/2011 (X) Agreement (X) Excise Tax Affidavit (X) Settlement Statement (X) Disclosure under APR 12 (X) Bill of Sale M M (X-) M M M M which sums and documents are required to be deposited prior to closing,and which ESCROW AGENT is instructed to disburse and/or deliver, as required to fulfill these instructions and when it has a policy or policies of title insurance or commitments therefor in the form(s) and amount(s) as follows: Title Commitment/Policy (X) Owner's ALTA Standard Amount: $ (X) ALTA Homeowners Amount: $ (X) Owner's ALTA Extended Amount: $ (X) Mortgagee's ALTA Standard Amount: $ 5,600,000.00 ()q Mortgagee's ALTA Extended Amount: $ The undersigned PURCHASER and SELLER have received,reviewed and approved for use in this escrow the preliminary commitment for title insurance, including any supplementals thereto and have reviewed and approved the legal description and general and special exceptions including the covenants,conditions and restrictions affecting said property as stated on the commitment. The policy or policies issued will contain the insuring clauses,exceptions, exclusions,provisions and stipulations customarily contained in the printed provision of such form(s) and subject to exceptions shown in the preliminary commitment at the following paragraph number(s)• 2-5, 10-13, 15-18,21-30 THE UNDERSIGNED SELLER HEREBY CERTIFIES THAT THERE ARE NO LIENS AND/OR ENCUMBRANCES AFFECTING SAID PROPERTY OTHER THAN AS SHOWN IN THE PRELIMINARY COMMITMENT. THE PURCHASER AND SELLER CERTIFY THAT THEY HAVE DEPOSITED INTO THIS ESCROW ALL ADDENDA TO THE PURCHASE AND SALE AGREEMENT. THE PURCHASER AND SELLER HAVE EXAMINED AND HEREBY APPROVE FOR USE IN THIS ESCROW THE ABOVE LISTED DOCUMENTS. 3. A. CLOSING STATEMENTS: ESCROW AGENT shall prepare closing statements which by reference herein are made a part hereof OR otherwise account to the parties for all funds received and disbursed hereunder at the time of final settlement and closing of this escrow. ESCROW AGENT shall not be liable for the accuracy of information furnished to it by other persons in the normal course of business, or the failure to adjust items not designated in writing.The parties hereto agree to pay all their proper costs and fees,including any adjustments.Additional amounts which may become due for any reason shall be promptly paid to ESCROW AGENT by the party owing such amounts.However, 1 ESCROW INSTRUCTIONS(continued from previous page) ESCROW NUMBER: 1162316(SAO) DATE: 11/17/2011 any advance made at its option shall be promptly reimbursed by the party for whom it is advanced and such optional advance shall not be an admission of liability on the part of the ESCROW AGENT. B. PRORATIONS: Adjustment items shall be prorated on the basis of a 365 day calendar year. ESCROW AGENT shall account for adjustments, credit and charges of expense items according to the custom and usage of the community. ESCROW AGENT is instructed to prorate as of the actual date of closing,the following: 2011 real estate taxes, C. ESCROW DEPOSITS: All money received by ESCROW AGENT in this escrow is to be deposited in IOLTA bank accounts controlled by ESCROW AGENT pending closing.If an interest bearing account is to be established,ESCROW AGENT must be so advised in writing,prior to the deposit of funds,and furnished with a Federal Tax Identification Number. D. CLOSING: If this escrow has not been placed in a position to close by 11/22/2011 , the above items deposited by the parties hereto except earnest money, are to be returned to same upon written demand, at which time PURCHASER and SELLER will pay all charges in connection herewith. In the absence of such written demand, ESCROW AGENT will proceed with closing in an expeditious manner. E. UNCLAIMED PROPERTY: If checks distributed during the closing process to the last known address of the applicable payee(s)remain uncashed, then ESCROW AGENT may charge an annual fee of up to $100.00 for custody and administration of the unclaimed personal property. ESCROW AGENT will make a reasonable attempt to contact applicable payee(s) and reissue check(s), net of accrued annual fees. Per Washington State law, any remaining unclaimed personal property will be forwarded to the State of Washington one(1) year from the date the uncashed check was issued. 4. A. UTILITIES: In the event SELLER has not complied with the provisions of RCW 60.80, SELLER and PURCHASER waive the services of ESCROW AGENT to satisfy unpaid utility charges and agree to settle final bills outside escrow. This provision includes but is not limited to water, garbage, sewer, telephone;metro, electricity, gas and Metro Capacity Charge. ESCROW AGENT shall not be responsible for determination of remaining oil,nor payment thereof. B. FIRE OR CASUALTY INSURANCE: If a new policy of fire,hazard or casualty insurance on the property is required to close the transaction,the PURCHASER will arrange for the policy to be issued, outside of escrow, and will provide evidence of the coverage to the ESCROW AGENT prior to closing. ESCROW AGENT shall have no responsibility nor liability for obtaining hazard/homeowner insurance. a C. INFORMATION TO OTHERS: ESCROW AGENT is authorized and instructed to famish, upon request, information concerning this escrow to the listing and/or selling real estate broker,the lender financing this transaction, if any, and attorneys representing the SELLER and PURCHASER- D. FIRPTA: If any seller is a non-resident alien or foreign corporation,partnership,trust or estate for the purposes of United States income taxation,the parties are advised to consult with their attorneys before the closing date to determine their responsibilities under the Foreign Investment in Real Property Tax Act(Section 1445 of IRC). The closing agent is not required to verify the nationality or foreign status of any of the sellers, or to withhold,report or pay any amounts due under such Act. x —: - -_ - --------- ESCROW INSTRUCTIONS(continued from previous page) ESCROW NUMBER: 1162316 (SAO) DATE: 11/17/2011 E. LIABILITY L=ATIONS: Without limitation ESCROW AGENT shall not be liable for any loss or damage resulting from the following: 1 Any default, error, action, omission of, or misrepresentations made by any other party. 2. The expiration of any time limit or other delay, unless such time limit was known to ESCROW AGENT and such loss is caused solely by failure of ESCROW AGENT to proceed in its ordinary course of business. 3. Any loss or impairment of funds deposited in escrow in the course of collection or while on deposit with a bank, savings bank or savings association resulting from failure, insolvency or suspension of such institution. 4. ESCROW AGENT complying with any and all legal process,writs, orders,judgments and decrees of any court whether subsequently vacated,modified, set aside or reversed. F. DISPUTES: Should any dispute arise between the parties, or any of them, and/or any other party, concerning the property of funds involved in the transaction,the ESCROW AGENT may, at its sole discretion, hold all documents and funds in their existing status pending resolution of the dispute, or jom or commence a court action, deposit the money and documents held by it with the court, and ask the court to determine the rights of the parties.ESCROW AGENT is authorized to deduct,prior to deposit of funds in the court, a reasonable sum for costs of attorneys fees and filing fees Upon depositing said funds and documents with the court,the ESCROW AGENT shall have no further duties or responsibilities under these instructions. G. COUNTERPARTS• These escrow instructions maybe executed in counterparts with like effect as if all signatures appeared on a single copy. H. UNDERLYING ENCUMBRANCES: SELLER acknowledges that if any underlying encumbrance(s) is to be paid in full as a part of this escrow, said payoff is based upon a written statement(s)by the Holder/Servicer Said statement(s)will be updated written or verbally prior to closing. Interest is to be collected to such date as estimated by the ESCROW AGENT to be sufficient for the Holder/Servicer to have received payoff by regular certified mail, overnight delivery,wire or courier. SELLER is responsible for any additional fees, interest or requirements in order to obtain necessary documents for release of such encumbrance(s). I. DISBURSEMENTS: Payments disbursed hereunder will conform to the usual and customary practice of the industry and ESCROW AGENT is not responsible for any delays caused by such delivery. J. SELLER PROCEEDS: It is understood that SELLER'S proceeds will be disbursed upon receipt of collected funds from all parties and confirmation of recording numbers of the conveyance documents. K. ADVANCE OF EXCISE TAX: PURCHASER and SELLER acknowledge the Excise Tax, if required must be paid prior to closing and authorize ESCROW AGENT to pay such tax. L. POSSESSION• Delivery of Personal Property or transfer of possession of Real Property or condition of either shall not be a part of this escrow nor an obligation of the ESCROW AGENT. M. THIRD PARTY: PURCHASER and SELLER acknowledge that third party written instructions may be submitted into this escrow.Unless such instructions conflict with these instructions,they shall be incorporated herem. N FORM 1099-S: In compliance with the Tax Reform Act of 1986, and any amendments thereto, SELLER shall provide all information necessary, including a Taxpayer Identification Number (TIN),preparation of a Form 1099-S as required by the Internal Revenue Service.ESCROW AGENT retains the option of not closing the escrow if adequate information is not provided. O. CANCELLATION: These instructions may be cancelled by a written agreement signed by all of the parties Upon receipt of such agreement and payment of the ESCROW AGENT'S fees,costs and expenses, including but not limited to cancellation fees for title insurance and escrow services,the ESCROW INSTRUCTIONS(continued from previous page) ESCROW NUMBER: 1162316(SAO) DATE: 11/17/2011 ESCROW AGENT shall return any money or documents then held by it to the parties that deposited the same, and shall have no further duties or responsibilities under these instructions. P. All contmgencies and/or conditions as set forth in the Purchase and Sale Agreement and Addenda have been fully met or waived. ESCROW AGENT is hereby removed from any responsibility and/or liability for same and is instructed to proceed with closing. Q. LEGAL DESCRIPTION• The undersigned PURCHASER and SELLER herein accept, approve and authorize the use of the legal description as evidenced in Preliminary Title Report No. 1162316 . I HAVE BEEN AFFORDED ADEQUATE TIME AND OPPORTUNITY TO READ AND UNDERSTAND THESE ESCROW INSTRUCTIONS AND ALL OTHER DOCUMENTS REFERRED TO HEREIN . BUYER(S): City of Kent, a municipal corporation of the State of Washington B $u�e 7t4-t DATED: Purchaser's Forwarding Address: MOVE IN DATE: 220 Fourth Avenue South, Kent,WA 98032 WORK PHONE NUMBER CELL#: SELLER(S): King County, a municipal corporation and political subdivision of the State of Washington By: . ESCROW INSTRUCTIONS (continued from previous page) ESCROW NUMBER: 1162316(SAO) DATE: 11/17/2011 DATED: Sellers Forwarding Address: MOVE OUT DATE: 500 Fourth Avenue, Suite 500, Seattle,WA 98104 WORK PHONE NUMBER: CELL#: I ESCROW INSTRUCTIONS(continued from previous page) ESCROW NUMBER: 1162316(SAO) DATE: 11/17/2011 Proceeds Instructions: Wire Transfer Funds to: Total Proceeds or$ ** Bank ABA# Account# (Deposit slip or voided check attached) Name on Account: "Please note: Wire may not be sent until the following business day. Receiving Bank may charge a fee. Hold for pickup: Call(Contact Name) Phone Number: Assignment of Funds to Close Purchase of Property: Property Address: Amount to Transfer: Full Proceeds or$ Name of Escrow Company: Escrow No.: Name of Closer: Phone No.: Wire instructions attached (Receiving Bank may charge a fee) Mailed: Certified Regular Address: Signature: Date: c C Signa re: Date. I Escrow No. 1162316 Pacific Northwest Title Company 4- 0 �MCaf�7 y j i` ,t� rst i American MUTED PRACTICE OFFICER DISCLOSURE '�k 4w- Pursuant to Rule 12 of the Rules for Admission to Limited Practice of Law by the Supreme Court of the State of Washington,the following notice is given to the principals of the transaction referred to below: A person certified as a Limited Practice Officer under this Rule may select,prepare and complete documents in a form approved by the Limited Practice Board for use in closing a loan,extension of credit,sale or other transfer of real or personal property. Such documents shall be LMTED to deeds,promissory notes,guarantees,security agreements, releases,Uniform Commercial Code documents,assignments,contracts,real estate excise affidavits,bills of sale and other documents as from time to time may be approved by the Board with concurrence of the Supreme Court Further,the Limited Practice Officer named herein will select,prepare and complete certain legal documents required for the closing of this transaction in accordance with the agreement of the principals and only in connection with this transaction,and you are further advised: (i) That the Limited Practice Officer is not acting as the advocate or representative of either of the clients; (ii) That the documents prepared by the Limited Practice Officer will affect the legal rights of both the clients; (iii) That the clients'interest in the documents may differ; (iv) That the clients have a right to be represented by a lawyer of their own selection; (v) That the Limited Practice Officer cannot give legal advice as to the manner in which the documents affect the clients. Limited Practice Officer. Stephani Owens, LPO#169 Property Address- 1210 Central Avenue S,Kent,WA 98030 Documents Prepared. Real Estate Excise Tax Affidavit The undersigned hereby acknowledge that they have read,understand and received a copy of this statement prior to execution of any documents in connection with this transaction,and authorize the selection,preparation and completion of the legal instruments in accordance with this agreement (The Limited Practice Officer will require this notice signed and returned prior to the preparation of documents) SELLER(S): PURCHASER(S): King County, a municipal corporation and City of Kent, a municipal corporation of the political subdivision of the State of Washington State of Washington By: . By: . Z -7C o �� V EXHIBIT W LEGAL DESCRIPTION: PARCEL A: LOT 2, CITY OF KENT BOUNDARY LINE ADJUSTMENT NUMBER LL-2009-6 RECORDED UNDER RECORDING NUMBER 20100331900007, SAID BOUNDARY LINE ADJUSTMENT BEING A PORTION OF TRACT 24, HORSESHOE ACRES TRACTS TO KENT, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 15 OF PLATS, PAGE(S) 10, IN KING COUNTY, WASHINGTON, AND THAT PORTION OF THE S.W. RUSSELL DONATION LAND CLAIM IN SECTION 25,TOWNSHIP 22 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, TOGETHER WITH THE SELLER'S RIGHT UNDER RECIPROCAL PARKING AGREEMENT RECORDED UNDER KING COUNTY RECORDING NUMBER 20030122002929. PARCEL B: LOT 3, CITY OF KENT BOUNDARY LINE ADJUSTMENT NUMBER LL-2009-6 RECORDED UNDER RECORDING NUMBER 20100331900007, SAID BOUNDARY LINE ADJUSTMENT BEING A PORTION OF TRACT 24, HORSESHOE ACRES TRACTS TO KENT,ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 15 OF PLATS, PAGE(S) 10, IN KING COUNTY,WASHINGTON. i e - pZO a��x a'�xo� a '§ AR ,.9 �' i°o ❑r e e g e Qm n a�oe =aa � faga 94 R LIE a SA _ ea " �" : l •s � m ❑Ro.,<"o.o c^,E ° $ a � � n a� g ' = � a ° $ QS 9Rs � A°� n N yO > W9'9 �o�i �ay ^ e £n W m C £ 00 ,❑ ""kR s'P 3�5 p o ,s z ZF e� arc' 8:�r� 2 9 2 lta mm i ss ®®� ® cxy5a ap „ �9 in 91 88 n 3 z 0 3 e� 3 � � C.ffe �� q N G �n=8zgy Q y�y s 5 g i V❑� gg O NO Y V D e Er Aq p p 'o �o a e o o SL S t a ❑ oe$ s <- K � wse e=�.�z F� � �3 ❑ a a g iQ�e;� R^ff8 ea� � e g� a3 a 3� gg e u o - crtnH�'es yy mug'@ 47 <a $�" q SaS bA b R G u 1e @ c SS$$ I $$�S ® E2 !■ -\f 7 } �� q ■| (� \� ) ` � ƒ !} }Al i !| ® # \ ° ■ § w , Pacific Northwest Title Company FirstAmericea 215 Columbia Street•Seattle,WA 98104 Buyer's Estimated Stadement Statement Property: 1210 Central Avenue S,ICent,WA 98030 File No: 1162316 Lot:2 Meer: Stepham Owens/AL New Loan No: Estimated Settlement Date: 1210=011 Disbursement Date: Print Date: 11/29/2011,4 45 PM Buyer: City of Kent Address: 220 Fourth Avenue South,Kent,WA 98032 Seller: King County Address: 500 Fourth Avenue,Suite 500,Seattle,WA 98104 Charge Description Buyer Charge Buyer Credit Consideration, Total Consideration P4,"919900 Deposits m Escrow: Receipt No 7656 on 11128/20116 G of Kent 5,611,56503 Ad ustments• Personal Property Prorations• County Tax 12/02/11 to 01/0I112 $1104 0 Uyr 9074 Title/Escrow Charges to, Settlement or ClosingFee to Pacific Northwest Title Company$1,375 00 Sales Tax $130 63 1 505,63 ALTA Standard Owner Policy-2006 to Pacific Northwest Title Company$8,300 00 Sales Tax 9,088 50 $788 50 Record-Mtsdcllaneous 300 00 Transfer Tax-additional to Washington State Department of Revenue: 47491 Cash(X From)( 'I a)Borrower 4,89375 Totals 5,616,458 78 5,616,458 78 Buyer(S): City of Kent,a municipal corporaho f the State of Washington I Page 1 of 1 \ REQUEST FOR MAYOR'S SIGNATURE y Kt 0 T Please Fill in All Applicable Boxes HIND Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Originator. Tom Brubaker Phone Orl Inator . 5786 Date Sent. 11/29/11 Date Required: ASAP Return Signed Document to: Kim Komoto CONTRACT TERMINATION DATE: N/A VENDOR NAME: King Count K C. DATE OF COUNCIL APPROVAL: 7/5/11 Brief Explanation of Document: Closing documents for purchase of Aukeen Courthouse. All Contracts Must Be Routed Through The Law Department (This area to be completed by the Law Department) _. Received: r - _r � VED Approval of Law Dept.: NOV V2820i1 "" r ''"� Law Dept. Comments: JAW rjmri,� i � 0 Date Forwarded to Mayor: Shaded Areas To Be Completed By Administration Staff Received: Recommendations and Comments: Disposition: Date Returned: i