CITY OF SEATTLE

ORDINANCE __________________

COUNCIL BILL __________________

AN ORDINANCE relating to the Department of Parks and Recreation; authorizing the acquisition of real property commonly known as 4257 -9th Avenue Northeast; authorizing acceptance and recording of the deed for open space, park, and recreation purposes; authorizing acquisition by condemnation; increasing appropriations to the Department of Parks and Recreation in the 2012 Adopted Budget; and ratifying and confirming certain prior acts; all by a three-fourths vote of the City Council.

WHEREAS, by Resolution 31055 the City Council created the Parks and Green Spaces Levy Citizen's Advisory Committee to ensure citizen participation in the development of a potential package of parks, open space, boulevards, trails, green infrastructure, and recreation projects, and a proposed set of options to fund the package; and

WHEREAS, the Parks and Green Spaces Levy Citizens' Advisory Committee, after being duly appointed and after spending many hours in open meetings and receiving public testimony and deliberating on the levy, voted by a strong majority to recommend that the City Council place a $145.5 million six-year levy proposal for park purposes before the voters of Seattle; and

WHEREAS, in response to this recommendation, the City Council passed Ordinance 122749, placing Proposition 2, the 2008 Parks and Green Spaces Levy, before the voters of Seattle; and

WHEREAS, the 2008 Parks and Green Spaces Levy was approved by Seattle voters on November 4, 2008; and

WHEREAS, Ordinance 122749 identifies the University Urban Center Village (sic) for a potential neighborhood park acquisition; and

WHEREAS, the Department of Parks and Recreation considers the University District Urban Center Village as significantly underserved with quality open space, and the area is, therefore, a priority area for additional acquisitions for parks and open space; and

WHEREAS, the City has determined that the purchase of the property at 4257 -9th Avenue Northeast, adjacent to Christie Park will, after development, double the size of the existing park and meet the criteria to address open space needs established in Seattle's Parks and Recreation 2006 Development Plan, Seattle's 2006 Open Space Gap Report Update, and Seattle's Parks and Recreation 2011 Development Plan, and that it is in the public's best interest to acquire the same for open space, park, and recreation purposes; NOW, THEREFORE,

BE IT ORDAINED BY THE CITY OF SEATTLE AS FOLLOWS:

Section 1. That public convenience and necessity require that the following described real property, situated in the City of Seattle, County of King, State of Washington, and commonly known as the property at 4257 -9th Avenue Northeast ("Property"), together with all rights, privileges, and other property pertaining thereto, be acquired for open space, park, and recreation purposes:

Lots 48 and 49, Block 6, Lake View Addition to the City of Seattle, according to the plat thereof recorded in Volume 5 of Plats, page 34, in King County, Washington.

Section 2. The Superintendent of Parks and Recreation ("Superintendent"), or his or her designee, is authorized, on behalf of the City of Seattle, to acquire the Property substantially in accordance with the terms and conditions of the Purchase and Sale Agreement attached hereto as Attachment 1 ("Agreement") for the purchase price of Seven Hundred Ninety-five Thousand and no/100 Dollars ($795,000.00). The Superintendent or his designee is authorized to execute such additional documents as he deems necessary or desirable to accomplish acquisition of the Property, including, without limitation, such consents, approvals, extensions of time, and minor amendments of the Agreement as he shall deem appropriate to carry out the intent of this ordinance. Upon delivery of the statutory warranty deed for the Property, the Superintendent or his designee is authorized to accept the deed on behalf of the City of Seattle by attaching to the deed his written acceptance thereof, and to record the same. The Property shall be accepted for open space, park, and recreation purposes, and placed under the jurisdiction of the Department of Parks and Recreation.

Section 3. The Seattle City Attorney is authorized to commence and prosecute proceedings in the manner provided by law to condemn, take, damage, and appropriate the Property in fee simple, after just compensation has been made or paid into court for the owners thereof, in the manner provided by law; and to stipulate for the purposes of minimizing damages.

Section 4. To pay for the Property and for necessary related costs and expenses, the appropriation for the following in the 2012 Adopted Budget is increased from the funds shown, as follows:

Fund	Department	Capital Improvement Program: Program (Number)	Amount
2008 Parks Levy Fund (33860)	Parks and Recreation	2008 Parks Levy -Neighborhood Park Acquisition (K720010)	$967,617

Section 6. Any acts consistent with the authority and prior to the effective date of this ordinance are hereby ratified and confirmed.

Section 7. This ordinance shall take effect and be in force 30 days after its approval by the Mayor, but if not approved and returned by the Mayor within ten days after presentation, it shall take effect as provided by Seattle Municipal Code Section 1.04.020.

Passed by a three-fourths (3/4) vote of all the members of the City Council the ____ day of ________________________, 2012, and signed by me in open session in authentication of its passage this _____ day of ___________________, 2012.

_________________________________

President __________of the City Council

Approved by me this ____ day of _____________________, 2012.

_________________________________

Michael McGinn, Mayor

Filed by me this ____ day of __________________________, 2012.

____________________________________

Monica Martinez Simmons, City Clerk

(Seal)

Attachment 1: Purchase and Sale Agreement

Lise A. Ward DPR Univ Dist Acq ORD June 12, 2012 Version #1

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT (" Agreement ") is entered into by and between THE CITY OF SEATTLE, a Washington municipal corporation (" Buyer "), and TAHN ASSOCIATES L.L.C., a Washington limited liability company (" Seller "), as of the date this Agreement has been executed by both Buyer and Seller (" Effective Date ").

RECITALS

A. Buyer made an offer for purchase of the Property (defined in Section 1 below), to which Seller did not respond in writing.

B. Buyer has the power of eminent domain and is seeking specific authority to condemn the Property.

C. Buyer and Seller have each determined that it is in their respective best interests to enter into this Agreement for the purpose of stating the terms and conditions under which Seller would agree to sell and convey to Buyer and Buyer would agree to purchase the Property under imminent threat, and in lieu, of condemnation.

Intending to be legally bound, for good and valuable consideration, including the mutual covenants and promises of the parties, the adequacy and receipt of which is hereby acknowledged, the parties agree as follows:

1. Property . The " Property " subject to this Agreement consists of all of the following:

(a) That certain real property with a street address of 4257 Ninth Avenue NE, located in Seattle, Washington and more particularly described in Exhibit A attached together with all buildings, structures and other permanent improvements thereon (the " Real Property ").

(b) All rights, privileges and easements appurtenant to the Real Property, including without limitation all minerals, oil, gas and other hydrocarbon substances (to the extent owned by Seller) on the land, all development rights, air rights, and any and all appurtenances used in connection with the beneficial use and enjoyment of the Real Property (collectively, the " Appurtenances ")

2. Purchase . Seller shall sell and convey the Property to Buyer, and Buyer shall purchase the Property from Seller, on the terms, covenants and conditions set forth in this Agreement.

3. Purchase Price .

3.1. Amount . The purchase price (" Purchase Price ") for the Property is Seven Hundred Ninety-five Thousand and no/100 Dollars ($795,000.00).

3.2. Payment . Buyer shall pay Seller the Purchase Price at Closing.

3.3 Deposit . Within ten (10) days of the execution of this Agreement by Buyer and Seller, Buyer will open an escrow account with First American Title Company, Inc., 818 Stewart Street; Suite 800, Seattle, Washington, 98101 (referred to hereafter as " Escrow Holder " or " Title Company ") and shall deliver to Escrow Holder a deposit of Ten Thousand and NO/100 Dollars ($10,000.00) (the " Deposit ") together with a copy of the fully executed Agreement. Escrow Holder shall place the Deposit in an interest-bearing account for the benefit of the Buyer. Escrow Holder shall apply or disburse the Deposit as provided in this Agreement. At Closing, Escrow Holder shall apply the Deposit together with interest, if any, to the Purchase Price.

4. Title .

4.1. Condition of Title . Title to the Property shall, at the option of Buyer, be insurable by an ALTA extended coverage owner's policy of title insurance or a standard owner's policy of title insurance, in the amount of the Purchase Price, subject only to the Permitted Exceptions (defined in Subsection 4.3 below). Seller shall satisfy all requirements of the Title Company in connection with issuance of the title policy (the " Title Policy ") in accordance with the Commitment (defined in Subsection 4.2 below).

4.2. Title Insurance Commitment . Buyer has obtained a current title insurance commitment issued by Title Company, No. 609918, dated November 17, 2005, updated with Supplemental #1 dated February 24, 2011, and Supplemental #2 dated September 24, 2011. Updates to the commitment shall commit Title Company to insure title in Buyer in the amount of the Purchase Price subject only to the Permitted Exceptions (defined Subsection 4.3 below) and shall commit the Title Company to issue such policy endorsements as required by Buyer, and, at the election of Buyer, shall commit Title Company to issuance of a 2006 ALTA Owner's Extended Coverage Policy of title insurance. If required by the Title Company to issue an extended coverage owner's ALTA title insurance policy, Buyer shall obtain a survey and title updates for an extended policy at its own expense. The commitment together with any subsequent additional updates acceptable to Buyer, are referred to collectively as the " Commitment ".

4.3. Permitted Exceptions . Those exceptions to title listed on Exhibit B attached hereto together with any additional exceptions to title approved in writing by Buyer constitute permitted exceptions (" Permitted Exceptions "). Seller, at its sole cost and expense, shall remove all exceptions other than Permitted Exceptions, including any matters affecting title to the Property that are created and which may appear of record or be revealed by survey or otherwise after September 24, 2011, but before Closing. In the event any additional exception is added to Commitment and the Buyer objects to and requests the removal of the said exception after the execution of this Agreement, then Seller shall have the option of curing or removing the exception within thirty (30) days of receiving the notice of the additional exception, except that Seller shall remove or cure (as applicable) any monetary lien or encumbrances. If Seller notifies Buyer that it does not intend to remove or cure the additional exception, then Buyer shall elect to accept such exception (which said exception shall thereafter be deemed a Permitted Exception) or, alternatively, elect to terminate this Agreement. In the event Buyer elects to terminate this Agreement in accordance with the foregoing, the Deposit, together with interest if any, shall be refunded to the Buyer and any and all rights or obligations of the Seller and Buyer under this Agreement shall terminate and be of no further force or effect. The Closing Date shall be extended to the extent necessary to accommodate the foregoing timelines for notices. Nothing in this Section 4.3 shall limit the Buyer's right to proceed with condemnation of the Property in the event of termination of this Agreement by Buyer or Seller.

5. Conditions Precedent .

5.1. Conditions Precedent to Buyer's Obligation to Purchase . Buyer's obligations with respect to purchase of the Property and the Closing are subject to fulfillment, or waiver thereof by Buyer in writing, of all conditions contained within this Agreement (" Buyer's Conditions Precedent "), including the following, not later than the Closing Date (unless an earlier date is specified):

(a) Title Policy . The Title Company shall be prepared to issue the Title Policy as described in Section 4.

(b) Moratorium . No reassessment, reclassification, rezoning or other change in judicial or administrative decision or proceedings (including amendments and modifications of any of the foregoing) pending or proposed to be imposed by any governmental or quasi-governmental authority or any public or private utility having jurisdiction over the Property shall have occurred.

(c) Zoning; Survey . There are no existing violations of zoning ordinances or other laws, ordinances or restrictions applicable to the Property; there are no encroachments upon the Property; and there are no other matters disclosed by survey that are unacceptable to Buyer, in Buyer's sole discretion.

(d) Noncompliance Violation . Existing uses of the Property are in full compliance with all applicable zoning laws (and applicable variances) and any other local, municipal, regional, state or federal requirements and the improvements on the Property comply with all applicable building, safety, health, zoning, environmental, subdivision and other laws, ordinances and regulations.

(e) No Actions or Proceedings . There is no action, proceeding or investigation, pending or threatened, with respect to the title, ownership, maintenance, use or operation of the Property.

(f) No Environmental Violations . The Property is not in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to the environmental conditions on, under, above or about the Property, including but not limited to soil and groundwater conditions.

(g) Representations, Warranties and Covenants of Seller . Seller shall have performed each and every agreement to be performed by Seller under this Agreement, and Seller's representations and warranties in this Agreement shall be true and correct as of Closing.

(h) No Adverse Changes . As of Closing, there shall have been no adverse change in the physical condition of the Property from the date of this Agreement.

(i) Seller's Deliveries . Seller shall have delivered each of the items described (and no later than the delivery time specified) in Subsection 6.1 to Buyer and in Subsection 8.1 to Escrow Holder.

(j) Investigation . Buyer shall have notified Seller that the condition stated in Subsection 6.3 has been satisfied or waived within the time period required therein (or within the extended time period provided in Subsection 6.4, if applicable).

(k) Ordinance . On or before August 27, 2012, an ordinance shall be passed by the City Council and signed by the Mayor, authorizing the transaction contemplated by this Agreement and appropriating funds to complete this transaction.

(l) No Seller Bankruptcy . If at any time prior to Closing, (i) there shall be filed against or by Seller a petition in bankruptcy or insolvency or a petition seeking to effect any plan or other arrangement with creditors or seeking the appointment of a receiver and the same is not discharged or dismissed before Closing; (ii) a receiver or liquidator is appointed for all or substantially all of Seller's property; (iii) Seller makes an assignment for the benefit of creditors or takes any other similar action for the benefit or protection of creditors, then Buyer shall have the right in its sole and absolute discretion and in addition to all other remedies available to Buyer pursuant to this Agreement or at law or in equity to cancel and terminate this Agreement after which the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations under this Agreement.

5.2. Benefit of Buyer . The Buyer's Conditions Precedent are solely for the benefit of Buyer and may be waived only in writing by Buyer. Buyer shall at all times have the right to waive any condition. The waiver by Buyer of any condition in any specific circumstances shall not be a waiver of such condition with respect to any other circumstances or a waiver of any other condition and shall not relieve Seller of any liability or obligation with respect to any representation, warranty, covenant or agreement of Seller, unless the waiver expressly so provides.

5.3. Termination . If any Buyer's Condition Precedent is not satisfied or waived prior to Closing (or such earlier date as provided elsewhere in this Agreement), then Buyer, in Buyer's sole discretion, shall have the right to terminate this Agreement by written notice to Seller and Escrow Holder, and the parties shall have no further obligations under this Agreement, except that Buyer shall be entitled to return of the Deposit together with interest, if any, and Seller and Buyer shall be entitled to return of any documents deposited with Escrow Holder, unless otherwise agreed by the parties by written amendment to this Agreement.

6. Investigation of the Property .

6.1. Seller's Initial Deliveries . Within seven (7) days after the Effective Date, Seller shall, at its sole expense, deliver to Buyer (a) signed copies of all leases affecting the Property if any other than that certain lease among Seller, as landlord, and Holly George, Stephanie Haire, Colleen Taylor, Katherine Kurfirst, Annie Chung, Blayne Berryman, and Fausto Revera, as tenants, dated April 29, 2011, a true and correct copy of which is attached hereto as Exhibit C ("Existing Lease"), all contracts and accounting records affecting the Property and other documents, records and materials concerning the operation or physical condition of the Property, including, without limitation, all surveys, maps, plans, soils reports and environmental site assessments; and (b) a completed disclosure statement for residential real estate in the form required by Section 64.06.020 of the Revised Code of Washington.

6.2. Entry . Without limiting any other rights of Buyer under this Agreement, as of the Effective Date, Buyer and Buyer's agents and employees shall have the right to enter the Property to conduct soils, engineering, environmental and other tests, inspections, surveys and investigations at the Property ( "Investigations" ) at Buyer's sole expense. Seller agrees to cooperate and to cause all tenants to cooperate with any Investigations made by or at Buyer's direction subject to advance notice requirements of the Residential Landlord-Tenant Act. The exercise by Buyer of any of the preceding rights or any other act of Buyer shall not negate any representation, warranty or covenant of Seller, or modify any of Buyer's rights or Seller's obligations in the event of any breach by Seller of any of its representations, warranties or covenants under this Agreement. To the extent permitted by applicable law, Buyer shall indemnify and hold Seller harmless from any and all damages, expense, liens or claims (including attorneys' fees) arising from Buyer's negligence in exercise of its rights under this Subsection 6.2 or failure to pay third parties, and the provisions of this indemnity shall survive termination of this Agreement.

6.3. Period for Investigations . Closing of this transaction is conditioned on Buyer's satisfaction with the Property, the suitability of the Property for Buyer's intended uses and the feasibility of this transaction in Buyer's sole and absolute discretion. Buyer shall have until July 31, 2012 to conduct its Investigations, and to review the items delivered by Seller pursuant to Subsection 6.1 above (the " Contingency Period "). If Buyer fails to notify Seller and the Escrow Holder in writing that this condition is satisfied or waived prior to 5:00 p.m. Pacific Time on the final day of the Contingency Period, then this Agreement shall be deemed terminated, and both Seller and Buyer shall be released and discharged from all further obligations under this Agreement. The Deposit, plus interest, shall be returned to Buyer and, except as provided in Subsection 6.2, neither party shall be subject to a claim by the other for damages of any kind with respect to this Agreement or Buyer's attempt to purchase the Property. The Contingency Period shall be extended as necessary for Seller's Work (described in Subsection 6.4 below) and as necessary for completion of a Level 2 environmental site assessment if Buyer determines that results or recommendations of a Level 1 environmental assessment warrant soil testing.

6.4 Seller's Work . All of the following constitutes Seller's Work ("Seller's Work"): In the event that the Investigations confirm the presence of one or more underground storage tanks, not in use, on the Property, Seller shall, at Seller's sole cost and expense but not to exceed Seven Thousand Five Hundred and no/100 dollars ($7,500.00), cause the underground storage tank(s) to be removed and properly disposed by a properly licensed removal contractor by a date mutually acceptable to the parties prior to Closing (" Extended Contingency Period "). Included within Seller's Work shall be a requirement that the contractor determine whether there is evidence that the underground storage tank(s) are leaking or have leaked product into surrounding soil or groundwater. The removal and disposal shall be completed in compliance with applicable law and regulation by a contractor licensed to conduct underground storage tank decommissioning and removal. If there is evidence that the underground storage tank(s) are leaking or have leaked product into surrounding soil or groundwater, or if there is other evidence of soil or groundwater contamination, then Buyer and Seller shall further extend the Extended Contingency Period if necessary and prior to the expiration of such Extended Contingency Period, Seller shall cause its licensed contractor (a) to remove and dispose of all contaminated soil, (b) to undertake all necessary environmental remediation of soil and groundwater in compliance with applicable law and regulation, (c) to provide to Buyer copies of its license and qualifications, permit for tank removal, its certification of tank removal, if applicable, and its certification of soil and groundwater remediation, if applicable, all in compliance with applicable law and regulation, and (d) to restore the Property to its original condition with appropriate fill type, compaction, grading, and ground cover or paving, as applicable. Notwithstanding anything to the contrary to the terms set forth in this paragraph, Seller, at its sole discretion and option, may elect to have Buyer perform all of Seller's Work; if Seller elects this option, then Buyer agrees to perform Seller's Work (on behalf of the Seller) and upon the completion of Seller's Work up to $7,500.00 shall be applied to the cost and expenses of Seller's Work as set forth in this paragraph. If Seller's Work needs to be completed after the closing date, Seller agrees to leave with the Escrow Holder $7,500.00; upon completion of Seller's Work by the Buyer, the remaining funds, if any, shall be returned to the Seller. Notwithstanding anything to the contrary, Seller's responsibility for the cost and expenses for all of Seller's Work shall not exceed a total of Seven Thousand Five Hundred and no/100 dollars ($7,500.00).

7. Seller's Obligations . Before Closing Seller shall, at its sole expense:

7.1. Promptly notify Buyer upon learning of any fact or event that would make any of the representations or warranties of Seller contained in this Agreement or any Buyer's Conditions Precedent untrue or misleading in any material respect or that would cause Seller to be in violation of any of its covenants or other obligations hereunder.

7.2. Notify Buyer promptly upon receiving notice of a claim or pending litigation affecting the Property, or notice of any event, transaction, or occurrence before Closing that would materially adversely affect the Property or any part thereof.

7.3. Not convey, mortgage, grant a deed of trust, or contract to do the foregoing or otherwise allow or consent to convey, abandon, relinquish, cloud or encumber title to the Property or any interest therein or part thereof without Buyer's consent.

7.4. Maintain the Property in comparable or similar order, condition and repair, and otherwise operate the Property and maintain its business records in the similar or comparable manner as before the making of this Agreement, the same as though Seller were retaining the Property.

7.5. Maintain all casualty, liability and hazard insurance currently in force with respect to the Property through Closing without diminution in coverage.

7.6. Remedy any violations of law or municipal ordinances or regulations of any federal, state, local or other governmental departments that Seller has actual knowledge of.

7.7. Take no action that will adversely affect title to the Property.

7.8. Not renew, extend, amend, or modify the Existing Lease (or any other lease, if any), nor enter into any new lease affecting the Property without Buyer's prior written consent.

8. Deliveries to Escrow Holder .

8.1. By Seller . Seller shall deliver or cause to be delivered to Escrow Holder on or prior to the Closing Date the following items, the delivery of each of which shall be a condition to the performance by Buyer of its obligations under this Agreement:

(a) Deed . A statutory warranty deed, in form and substance satisfactory to Buyer and its counsel, duly executed and acknowledged by Seller (the " Deed "), conveying to Buyer indefeasible good and marketable fee simple title to the Property, free and clear of all liens, encumbrances, restrictions and easements, except only the Permitted Exceptions.

(b) FIRPTA Affidavit . A certificate in form and substance acceptable to Buyer and its counsel, duly executed by Seller, evidencing that Seller is exempt from the withholding requirements of Section 1445 of the Internal Revenue Code.

(c) ALTA Affidavits . Any affidavits, certifications or instruments, including any lien affidavits or mechanic's lien indemnifications, duly executed and acknowledged by Seller, as reasonably may be required by the Title Company in order to issue the Title Policy.

(d) Title Insurance Policy . The Title Insurance Policy in conformance with Section 4.

(e) Closing Certificates . A certificate of Seller dated as of the Closing Date certifying that all of Seller's representations and warranties remain true as of the Closing Date, or if not, specifying the respect in which any representation or warranty is no longer true.

(f) Certificates of Authority . Such certificates as are necessary or required by Buyer or the Title Company to evidence the authority of Seller and its signatories to execute the instruments to be executed by Seller in connection with this transaction, and evidence that the execution of such instruments is the official act and deed of Seller.

(g) Termination of Existing Lease . Evidence, satisfactory to Buyer and the Title Company, of termination of the Existing Lease and vacation of the Property by the tenants.

8.2. Buyer . Buyer shall deliver or cause to be delivered to Escrow Holder on or before the Closing Date:

(a) cash by federal funds, wire transfer or cashier's check in the amount necessary to pay the balance of the Purchase Price and Buyer's share of closing costs and prorations

(b) written notice notifying Seller that the Buyer's Condition Precedent as described in Subsection 5.1(j) is satisfied or waived.

9. Close of Escrow .

9.1. Time . Closing shall occur in the office of Escrow Holder on a date mutually agreeable to Buyer and Seller after Buyer's Conditions Precedent have been satisfied or waived, but in any event no sooner than September 4 and no later than September 7, 2012, unless extended by mutual written agreement. As used in this Agreement, "Closing," "Closing Date" or "Date of Closing" means the date on which all appropriate documents are recorded and proceeds of sale are available for disbursement to Seller in accordance with this Agreement. Funds held in reserve accounts pursuant to escrow instructions shall be deemed, for purposes of the definition of "Closing," "Closing Date" and "Date of Closing," as available for disbursement to Seller.

9.2. Closing Costs and Prorations .

(a) Closing Costs . Buyer and Seller shall each pay their own attorneys' fees. Buyer shall pay the cost of recording the Deed, escrow fees, the title insurance premium charged by the Title Company for Buyer's title policy and the endorsements required by Buyer, and the cost of any survey required by the Title Company (if any). Seller's monetary liens on the Property, if not previously discharged, shall be discharged in full out of the Purchase Price at Closing. Seller shall pay real estate excise tax, if any is due; however, if any excise tax is due, Buyer shall credit the Seller the amount of the real estate excise tax that is paid by the Seller during or after Closing.

(b) Prorations . Seller shall be responsible for paying real property taxes, general assessments, surface water management fees and other fees (if any) payable to governmental entities, utilities and operating expenses relating to the Property through the Closing Date. If Seller is entitled to a reimbursement for overpayment of real property taxes, it shall be Seller's responsibility to seek such reimbursement from the appropriate taxing authority outside of Closing. Seller shall provide evidence satisfactory to Buyer that accounts for utility services to the Property, including but not limited to electricity, heating oil (if applicable), natural gas (if applicable), solid waste, water, sewer, telephone, internet service, and cable, are current and there are no delinquent charges owing. Any special assessments against the Property in existence as of the Closing Date shall be paid in full by Seller. All expenses of the Property, including but not limited to, real property taxes, surface water management fees and other fees (if any) payable to governmental entities, rents, utility charges, amounts payable under contracts that Buyer elects to accept or assume, annual permits and other expenses normal to ownership, use, operation and maintenance of the Property shall be prorated as of 11:59 p.m. on the Closing Date.

9.3. Procedure . Escrow Holder shall close escrow as follows:

(a) Obtain the release of the Property from any liens described in the Commitment except the Permitted Exceptions;

(b) Confirm with Buyer satisfactory evidence of termination of the Existing Lease and current payment for all utilities, and delivery of all documents by Seller;

(c) Complete and sign as agent for Buyer and Seller a Real Estate Excise Tax Affidavit citing WAC 45861A-206 (exemption from excise tax for sale in lieu of condemnation).

(d) Record the Deed;

(e) Complete the prorations and credits;

(f) Issue and deliver the Title Policy to Buyer;

(g) Deliver any other documents deposited by Seller with Escrow Holder to Buyer;

(h) Deliver the Purchase Price less Seller's closing costs and prorations and Buyer credits to Seller; and

(i) Forward to Buyer and Seller, in duplicate, a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited with Escrow Holder, with such recording and filing date endorsed thereon.

9.4. Incorporation of Escrow Instructions . This Agreement shall serve as escrow instructions, and an executed copy of this Agreement shall be deposited by Buyer with Escrow Holder following its execution. The parties may execute additional escrow instructions provided that such additional escrow instructions shall not change the terms of this Agreement.

9.5 Possession . Possession of the Property shall be delivered to Buyer upon Closing.

9.6. Deliveries Outside of Escrow . On the Closing Date Seller shall deliver to Buyer outside of escrow all original or copies of books and records of account, contracts, leases and leasing correspondence, receipts for deposits, unpaid bills and other papers pertaining to the Property, architectural and engineering plans, drawings and specifications for the improvements to the Property, all "AsBuilt" plans and specifications, original operating permits and certificates relating to use, occupancy or operation of the Property, all advertising materials, booklets, keys and other items, if any, used in operation of the Property.

10. Brokerage Commission . Seller warrants to Buyer and Buyer warrants to Seller that each party's sole contact with the other and with the Property regarding this transaction has been directly with the other party and has not involved any broker or finder. Seller and Buyer further warrant to each other that no broker or finder can properly claim a right to a commission or finder's fee based upon contacts between the claimant and that party with respect to the other party or the Property. To the extent permitted by applicable law, each party shall indemnify, defend and hold the other party harmless from and against any loss, cost or expense, including, but not limited to, attorneys' fees and court costs, resulting from any claim for a fee or commission by any broker or finder in connection with the Property and this Agreement resulting from the indemnifying party's actions.

11. Casualty or Condemnation .

11.1. If there is a condemnation (by an entity other than Buyer) of all or part of the Property initiated before Closing, Seller shall promptly notify Buyer and Buyer shall have the option for ten (10) days following the date the notice is received (a) to proceed with the Closing, in which event all condemnation proceeds already received by Seller by the Closing shall be paid to Buyer and the right to receive such proceeds not yet received by Seller shall be assigned to Buyer at the Closing, or (b) to terminate this Agreement. Unless this Agreement is terminated, Seller shall take no action with respect to any condemnation proceeding without the prior written consent of Buyer.

11.2. Before Closing, the entire risk of loss or damage by casualty to the Property however caused shall be borne and assumed by Seller, provided that the loss or damage is not caused by the Buyer. If any casualty costing Ten Thousand Dollars ($10,000) or more to repair has occurred to the Property before Closing, Buyer at its election may terminate this Agreement or proceed to close in which case Seller shall assign to Buyer all insurance proceeds attributable to the casualty. If there is a casualty to the Property costing less than Ten Thousand Dollars ($10,000) to repair, there will be no termination of this Agreement, such damage shall be repaired by the Seller, and if not so repaired before Closing, then the remaining cost of repair shall be withheld from the Purchase Price and paid over to Seller upon Seller's completion of the repairs to Buyer's reasonable satisfaction.

12. Representations, Warranties and Covenants .

12.1. Seller's Representations, Warranties and Covenants . In addition to the representations, warranties and covenants contained elsewhere in this Agreement, Seller as of the date of this Agreement and as of the Closing Date makes the following representations, warranties and covenants:

(a) Title . Seller is the sole owner of the Property. At Closing, Buyer will acquire the entire fee simple estate and right, title and interest in and to the Property, free and clear of all recorded or unrecorded liens, encumbrances, covenants, restrictions, reservations, easements, options, tenancies, leases, encroachments, claims or other matters affecting title or possession of the Property, subject only to the Permitted Exceptions.

(b) Agreements to Transfer or Encumber . Seller has not committed nor obligated itself in any manner whatsoever to sell or encumber the Property or any interest therein to any party other than Buyer or to lease all or any portion of the Property except the Existing Lease, a true and complete copy of which is attached as Exhibit C .

(c) Compliance with Law . The Property complies in all material respects (both as to condition and use) with all applicable statutes, ordinances, codes, rules and regulations of any governmental authority having jurisdiction over the Property (including those related to zoning, building, subdivision, and engineering), including all conditions contained in any certificate of occupancy covering any of the Real Property. The representation, warranty, and covenant in the preceding sentence is based on Seller's actual knowledge (without duty to investigate).

(d) Bankruptcy, Etc . No bankruptcy, insolvency, rearrangement or similar action involving Seller or the Property, whether voluntary or involuntary, is pending, threatened, by a third party, or contemplated by Seller.

(e) Litigation . There is no pending or to Seller's best knowledge threatened judicial, municipal or administrative proceedings with respect to Seller, this transaction or in any manner affecting the Property or any portion thereof or in which Seller is or will be a party by reason of Seller's ownership of the Property or any portion thereof.

(f) Notices . Seller has not received any notices from any insurance companies, governmental agencies or from any other parties with respect to any violations or other matters concerning the Property.

(g) Taxes and Assessments . Other than amounts disclosed by the Commitment, to the best of Seller's knowledge, no other property taxes have been or will be assessed against the Property for the current tax year, and there are no general or special assessments or charges that have been levied, assessed or imposed on or against the Property.

(h) Tax Returns . Seller has filed all local, state and federal tax forms that are required to be filed by Seller, has paid all taxes due and payable by Seller to date and will pay all such taxes that become due and payable by Seller prior to the Closing.

(i) Underground Storage Tanks . Seller was informed by its tenant that there are underground storage tanks that have not been removed from the Property.

(j) Violation of Property Restrictions . Based on Seller's actual knowledge (without duty to investigate), the Property and the current use, occupation and condition thereof do not violate any applicable deed restrictions or other covenants, restrictions or agreements (including, without limitation, any of the Permitted Exceptions), site plan approvals, zoning or urban redevelopment plans applicable to the Property.

(k) Tax Valuation/Assessment . Seller has no knowledge and has received no notice of any proceedings pending for the correction of the assessed valuation of Real Property or any other pending or threatened special assessments affecting the Real Property.

(l) Authority . Seller has all requisite power and authority to execute and deliver this Agreement and to carry out its obligations hereunder and the transactions contemplated hereby. This Agreement has been, and the documents contemplated hereby will be, duly executed and delivered by Seller and constitute the Seller's legal, valid and binding obligation enforceable against Seller in accordance with its terms. The consummation by Seller of the sale of the Property is not in violation of or in conflict with nor does it constitute a default under any of the terms of any agreement or instrument to which Seller is or may be bound, or of any provision of any applicable law, ordinance, rule or regulation of any governmental authority or of any provision of any applicable order, judgment or decree of any court, arbitrator or governmental authority.

(m) No Omissions . All representations and warranties made by Seller in this Agreement, and all information contained in any certificate furnished by Seller to Buyer in connection with this transaction, are based on Seller's actual knowledge (without duty to investigate). The copies of any documents furnished to Buyer in connection with this transaction are true and complete copies of the documents they purport to be and to the best of Seller's knowledge contain no untrue statement of material fact and do not omit to state any material facts necessary to make the statements contained therein not misleading.

(n) Leases, Service Contracts or Other Contracts . At the date of this Agreement, no leases, service contracts, or other contracts are in place regarding or related to the Property except the Existing Lease, a true and complete copy of which is attached hereto as Exhibit C . As of the Date of Closing, no leases, service contracts, or other contracts will be in place regarding or related to the Property.

(o) Mechanic's Liens . No labor, material or services have been furnished in, on or about the Property or any part thereof as a result of which any mechanics', laborer's or materialmen's liens or claims might arise.

(p) Assumption of Liabilities . Buyer, by virtue of the purchase of the Property, will not be required to satisfy any obligation of Seller arising prior to the Closing Date. Other than such obligations so expressly assumed by Buyer or any liens or other obligations with respect to the Property that result from any action or activities by or on behalf of Buyer after the Closing Date, Seller, after the Date of Closing, will pay and discharge any and all liabilities of each and every kind arising out of or by virtue of the possession, ownership or use of the Property prior to the Closing Date, and shall indemnify, defend and hold Buyer harmless therefrom.

(q) Provide Further Information . From the date of this Agreement to the Closing Date, Seller will notify Buyer of each event of which Seller becomes aware affecting the Property or any part thereof immediately upon learning of the occurrence of such event.

12.2. Effect of Buyer's Inspections . Buyer shall rely on its inspections, tests, or investigatons to determine whether the Property is suitable for its own intended purposes. The Seller is not making any representations and warranties other than what is set forth in this Agreement.

13. Environmental Compliance . In addition to and without limiting any other representations, warranties, covenants and agreements in this Agreement, Seller represents, warrants, covenants and agrees:

13.1. Hazardous Substances . Based on Seller's actual knowledge (without duty to investigate), Seller has not used, generated, manufactured, produced, stored, released, discharged or disposed of on, under, above or about the Property (or off-site of the Property that might affect the Property) or transported to or from the Property, any Hazardous Substance or allowed any other person or entity to do so. Seller has no actual knowledge (without duty to investigate) nor has Seller observed any questionable practice or conduct indicating that any Hazardous Substance has been used, generated, manufactured, produced, stored, released, discharged or disposed of on, under or above Property (or off-site of the Property that might affect the Property) or transported to or from the Property by any entity, firm or person, or from any source whatsoever.

13.2. Pre-closing Covenant . Seller will not use, generate, manufacture, produce, store, release, discharge or dispose of on, under, above or about the Property (or off-site of the Property that might affect the Property), or transport to or from the Property, any Hazardous Substance or authorize any other person or entity, including Seller's tenants, to do so, prior to the Closing.

13.3. Environmental Indemnity . Seller shall protect, indemnify, hold harmless and defend Buyer and its directors, officers, contractors, employees, agents, parents, subsidiaries, successors and assigns from and against any and all loss, damage, cost, expense or liability (including attorneys' fees and costs) directly or indirectly arising out of or attributable to a breach of any representation, warranty, covenant or agreement contained in this Section 13 including, without limitation, (a) all consequential damages, and (b) the costs of any required or necessary repairs, cleanup or detoxification of the Property and the preparation and implementation of any closure, remedial or other required plans. This indemnity shall exclude all loss, damage, costs, expense, or liability caused by actions of Buyer, its agents or independent contractors, and, notwithstanding anything to the contrary, shall not exceed Seven Thousand Five Hundred and no/100 dollars ($7,500.00).

13.4. Definitions . For the purpose of this Section 13, the following

terms shall be defined as provided below unless the context clearly requires a different meaning:

(a) "Environmental or Safety Law" means the Federal Water Pollution Control Act, the Clean Air Act, the Resource Conservation and Recovery Act ("RCRA"), the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), the Superfund Amendment and Reauthorization Act, the Toxic Substances Control Act ("TSCA"), the Occupational Safety and Health Act, the Hazardous Materials Transportation Act, the Hazardous Materials Transportation Uniform Safety Act, the Oil Pollution Act of 1990, the Washington Water Pollution Control Act, the Clean Air Washington Act, the Washington Hazardous Waste Management Act ("HWMA"), the Washington Model Toxics Control Act ("MTCA"), the Washington Industrial Safety and Health Act, the Washington Worker and Community Right to Know Act, and the Washington Oil and Hazardous Substance Spill Prevention and Response Act, together with all regulations promulgated under any such authority, and any and all other federal, state, regional, local or international statutes, regulations, rules, ordinances, orders, court or regulatory agency directives, permits, licenses, governmental authorizations and common law causes of action that apply to (1) any hazardous substance or material regulated or restricted under CERCLA, RCRA, TSCA, MTCA, or the HWMA; (2) any other pollutant, contaminant, or waste; (3) the health or safety of persons; or (4) the protection of the environment or land use. "Environmental or Safety Law" includes past and future amendments and supplements.

(b) "Hazardous Substances" means any hazardous, toxic, or dangerous substance, waste, or material that is regulated under any Environmental or Safety Law.

14. Survival . The covenants, agreements, representations and warranties made in this Agreement shall survive the Closing unimpaired and shall not merge into the Deed and the recordation thereof.

15. Entire Agreement . This Agreement contains the entire integrated agreement of the parties, including all of the covenants and conditions between the parties with respect to the subject matter of this Agreement, and supersedes all prior correspondence, agreements and understandings, both verbal and written. No addition or modification of any term or provision of this Agreement shall be effective unless set forth in writing and signed by Seller and Buyer. The parties do not intend to confer any benefit under this Agreement to any person, firm or corporation other than the parties.

16. Default; Remedies.

This Agreement pertains to the conveyance of real property, the unique nature of which is hereby acknowledged by the parties. Prior to Closing, if Seller breaches or defaults under this Agreement or any of the representations, warranties, terms, covenants, conditions or provisions hereof, Buyer's exclusive remedy shall be to terminate this Agreement upon written notice without liability to Seller. The Deposit, plus accrued interest if any, shall be returned to Buyer. If Seller has performed its obligations under this Agreement, and Buyer defaults under the terms and conditions of this Agreement, then the Deposit shall be forfeited to Seller as liquidated damages as Seller's sole and exclusive remedy. Nothing in this Agreement or in this Section 16 shall limit the Buyer's right to proceed with condemnation of the Property in the event of termination of this Agreement by Buyer or Seller.

17. Notices . All written notices required to be given pursuant to the terms hereof shall be either delivered personally or deposited in the United States mail, certified mail, return receipt requested, postage prepaid and addressed to the addresses listed below with copies to the parties listed after such address (if any):

SELLER:

Tahn Associates LLC

c/o Mrs. Clara Chen

18528 Brittany Drive SW

Normandy Park, WA 98166

Facsimile: __________________Telephone: (206) 2443210

with a copy to:

Chianglin Law Firm, PLLC

2155 -112th Avenue NE

Bellevue, WA 98004

Facsimile: 425-451-4318

Telephone: 425-451-4945

Attn: Steve Chianglin

BUYER:

Seattle Department of Parks and Recreation

800 Maynard Avenue South, 3rd Flr.

Seattle, WA 98134

Facsimile: (206) 233-7038 Telephone: (206) 7339106

Attn: Lise Ward

The foregoing addresses may be changed by written notice to the other party as provided herein. Mailed notice properly given shall be deemed received two (2) days after deposit in the mail. Notice by personal delivery is effective upon receipt. Facsimile transmission of any signed original document or notice, and retransmission of any signed facsimile transmission, shall be the same as delivery of an original, but is not effective until the recipient confirms receipt. At the request of either party, or the Escrow Holder, the parties will confirm facsimile transmitted signatures by signing an original document.

18. Partial Invalidity . If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby; and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

19. Waivers . No waiver of any breach of any covenant or provision in this Agreement shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision in this Agreement. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act.

20. Construction . Captions are solely for the convenience of the parties and are not a part of this Agreement. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared it. If the date on which Buyer or Seller is required to take any action under the terms of this Agreement is not a business day, the action shall be taken on the next succeeding business day.

21. Time . Time is of the essence of every provision of this Agreement.

22. Force Majeure . Performance by Seller or Buyer of their obligations under this Agreement shall be extended by the period of delay caused by force majeure. Force majeure is war, natural catastrophe, strikes, walkouts or other labor industrial disturbance, order of any government, court or regulatory body having jurisdiction, shortages, blockade, embargo, riot, civil disorder, or any similar cause beyond the reasonable control of the party who is obligated to render performance (but excluding financial inability to perform, however caused).

23. Successors . The terms, conditions and covenants contained in this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto.

24. Applicable Law . This Agreement shall be governed by the law of the State of Washington.

25. Expiration Date . This offer shall terminate if not accepted by Seller by 5:00 p.m. on June 18, 2013.

26. Lease of the Property for School Year 20121013 . Buyer understands that Seller typically would lease the Property for the 2012-2013 school year by May or June 2012. Seller has agreed to accommodate Buyer's requirement that there be no leases affecting the Property on the Date of Closing. Consequently, if Buyer terminates the Agreement after July 30, 2012 Seller may have some difficulty finding tenants to lease the Property for the 2012-2013 school year. In consideration for Seller's covenant not to lease the Property for the 2012-2013 school year while this Agreement is in effect, Buyer agrees as follows: Notwithstanding anything to the contrary, if Buyer elects to terminate this Agreement after July 30, 2012 for any reason unrelated to failure of Seller to perform Seller obligations or to other Seller default or to changes to Seller representations or warranties, then Buyer shall pay monthly rent to Seller in the amount of $3,200.00 per month beginning September 1, 2012 until Seller leases the Property or Buyer has paid in aggregate to Seller $38,400, whichever first occurs. Seller shall document its diligence in attempting to lease the Property and shall deliver such evidence of due diligence to Buyer on a monthly basis. Failure of Seller to document and deliver to Buyer evidence of diligent efforts to lease the Property shall excuse Buyer from its monthly payment obligation.

27. Gift . Seller may desire to make a gift to Buyer to celebrate Seattle's sister city relationship with Kaohsiung, Taiwan. Seller understands that subject to Seattle Council approval, Buyer is willing to accept Seller's donation to pay for a standard park bench with a standard park plaque in honor of Kaohsiung, Taiwan. Seller further understands that the bench cannot be installed until such time as Buyer develops the Property as a park, which may not occur until several years after Closing. Buyer agrees to seek Seattle City Council authorization to accept the donation described above. During the park design process, Seller may offer Buyer an alternative gift celebrating the sister city relationship, but Buyer's acceptance of an alternative gift is subject to City and community design review and approval through a public process and Seattle City Council acceptance of the alternative gift.

BUYER:

THE CITY OF SEATTLE, A WASHINGTON MUNICIPAL CORPORATION

By: ___________________________________

Christopher Williams, Acting Superintendent of Parks and Recreation

SELLER:

TAHN ASSOCIATES L.L.C.

By: __________________________________

Clara Liu Chen, Manager

STATE OF WASHINGTON )

) ss

COUNTY OF KING )

On this ____ day of __________________, 2012, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared ____________________________, to me known to be the ______________Superintendent of Parks and Recreation of The City of Seattle, a Washington municipal corporation, the municipal corporation that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said municipal corporation for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument.

WITNESS MY HAND AND OFFICIAL SEAL hereto affixed the day and year first above written.

________________________________________

________________________________________

(TYPE OR PRINT NAME)

[SEAL] Notary Public in and for the State

of Washington, residing at _____________.

My Commission expires on ____________.

STATE OF WASHINGTON )

)ss

COUNTY OF KING )

On this ____ day of __________________, 2012, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Clara Liu Chen, known to me to be the Manager of Tahn Associates LLC, a Washington limited liability company, the company that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said company for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument.

WITNESS MY HAND AND OFFICIAL SEAL hereto affixed the day and year first above written.

________________________________________

________________________________________

(TYPE OR PRINT NAME)

[SEAL] Notary Public in and for the State

of Washington, residing at______________.

My Commission expires on _____________

Exhibit List

Exhibit A Legal Description

Exhibit B Permitted Exceptions

Exhibit C Existing Lease

Exhibit A

LEGAL DESCRIPTION

Lots 48 and 49, Block 6, Lake View Addition to the City of Seattle, according to the plat thereof recorded in Volume 5 of Plats, page 34, in King County, Washington.

Exhibit B

PERMITTED EXCEPTIONS

Special District Charges

Exhibit C

Copy of Existing Lease

(on following pages)