ORDINANCE ______

AN ORDINANCE relating to Seattle Public Utilities; declaring that two parcels of the Lake Youngs Aqueduct Right-of-Way between R.H Witte County Road and Maple Valley-Black Diamond Road (SR169), Section 16, Township 22 North, Range 6 East, W.M., in King County, Washington, to be surplus to the City's needs and not required for continued utility service; and authorizing the sale of one such parcel to Wilderness Village Plaza Partnership and the other to Wilderness Village Properties, LLC.

WHEREAS, Resolution No. 27707, adopted February 8, 1988, declared the Lake Youngs Aqueduct Right-of-Way surplus to the City's needs and authorized the sale at fair market value; and

WHEREAS, Wilderness Village Properties, LLC and Wilderness Village Plaza Partnership each desires to acquire a portion of the Lake Young's Aqueduct Right of Way property located between R.H. Witte County Road and Maple Valley Black Diamond Road (SR169) (as legally described in Section 1, the "North Parcel" and the "South Parcel," respectively, and collectively, the "Parcels"); and

WHEREAS, the Director of the Seattle Public Utilities has recommended the sale and conveyance of the North Parcel to Wilderness Village Properties, LLC and the South Parcel to Wilderness Village Plaza Partnership, each as an abutting owner ; Now, Therefore,

BE IT ORDAINED BY THE CITY OF SEATTLE AS FOLLOWS:

Section 1. Pursuant to the provisions of RCW 35.94.040 and after public hearing, the parcels of real property are described as follows:

North Parcel

THAT PORTION OF THE 100 FOOT WIDE CITY OF SEATTLE PIPELINE RIGHTOF-WAY AS CONDEMNED IN KING COUNTY SUPERIOR COURT CAUSE NUMBER 201476, LYING WITHIN THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 16, TOWNSHIP 22 NORTH, RANGE 6 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY WASHINGTON, AND LYING BETWEEN THE EASTERLY MARGIN OF R.H. WITTE COUNTY ROAD (WITTE ROAD SOUTHEAST) AND THE WESTERLY MARGIN OF MAPLE VALLEY-BLACK DIAMOND ROAD (SR169). DESCRIBED AS FOLLOWS:

COMMENCING AT THE QUARTER CORNER COMMON TO SECTIONS 16 AND 21, FROM WHICH THE MONUMENT AT THE CENTER OF SAID SECTION 21 BEARS SOUTH 01O17'04" WEST, A DISTANCE OF 2620.74 FEET; THENCE NORTH 01O17'04" EAST ON A PROJECTION OF SAID NORTH-SOUTH CENTERLINE OF SECTION 21 AND THE CENTERLINE OF R.H.WITTE COUNTY ROAD, A DISTANCE OF 291.98 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT, WHOSE CENTRAL ANGLE POINT BEARS SOUTH 88O42'56" EAST, A RADIAL DISTANCE OF 477.68 FEET; THENCE CONTINUING ALONG SAID CENTERLINE AND A CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 38O32'00", AN ARC DISTANCE OF 321.26 FEET; THENCE CONTINUING ALONG SAID CENTERLINE NORTH 39O49'04" EAST, A DISTANCE OF 225.96 FEET TO THE SOUTH LINE OF SAID CITY OF SEATTLE PIPELINE RIGHT-OF-WAY, THENCE NORTH 88O44'00" EAST ALONG THE SOUTH LINE OF SAID PIPELINE RIGHT-OF-WAY, A DISTANCE OF 39.80 FEET TO THE EASTERLY MARGIN OF SAID COUNTY ROAD, THENCE NORTH 39O49'04" EAST ALONG SAID EASTERLY MARGIN A DISTANCE OF 132.49 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID EASTERLY MARGIN, NORTH 39O49'04" EAST A DISTANCE OF 2.18 FEET TO THE NORTH LINE OF SAID CITY OF SEATTLE PIPELINE RIGHT-OF-WAY; THENCE NORTH 88O44'00" EAST ALONG SAID NORTH LINE, A DISTANCE OF 655.80 FEET TO THE WESTERLY MARGIN OF THE MAPLE VALLEY-BLACK DIAMOND ROAD (SR169); THENCE SOUTH 48O28'21" EAST ALONG SAID WESTERLY MARGIN, A DISTANCE OF 7.05 FEET TO THE BEGINNING OF A NONTANGENT CURVE TO THE RIGHT, WHOSE CENTRAL ARC ANGLE POINT BEARS NORTH 88O20'33" WEST, A RADIAL DISTANCE OF 25.00 FEET; THENCE ALONG SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 63O44'15", AN ARC DISTANCE OF 27.81 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT, WHOSE CENTRAL ANGLE POINT BEARS NORTH 21O36'18"WEST, A RADIAL DISTANCE OF 150.00 FEET; THENCE ALONG SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 20O20'18", AN ARC DISTANCE OF 53.25 FEET; THENCE SOUTH 88O44'00" WEST, PARALLEL WITH THE NORTH LINE OF SAID PIPELINE RIGHT-OF-WAY, A DISTANCE OF 485.66 FEET, TO THE BEGINNING OF A CURVE TO THE RIGHT WHOSE CENTRAL ANGLE POINT BEARS NORTH 01O16'00" WEST, A RADIAL DISTANCE OF 45.00 FEET; THENCE ALONG SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 21O03'17", AN ARC DISTANCE OF 16.52 FEET TO THE BEGINNING OF A CURVE TO THE LEFT, WHOSE CENTRAL ANGLE POINT BEARS SOUTH 19O46'22" WEST, A RADIAL DISTANCE OF 45.00 FEET; THENCE ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 21O02'22", AN ARC DISTANCE OF 16.52 FEET; THENCE SOUTH 88O44'00" WEST, PARALLEL WITH THE NORTH LINE OF SAID PIPELINE RIGHT-OF-WAY, A DISTANCE OF 58.28 FEET; THENCE NORTH 01O16'00" WEST, A DISTANCE 7.00 FEET TO THE BEGINNING OF A NONTANGENT CURVE TO THE RIGHT, WHOSE CENTRAL ANGLE POINT BEARS NORTH 01O16'00" WEST, A RADIAL DISTANCE OF 18.00 FEET; THENCE ALONG SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 97O31'37", AN ARC DISTANCE OF 30.64 FEET, MORE OR LESS TO THE TRUE POINT OF BEGINNING.

South Parcel

THAT PORTION OF THE 100 FOOT WIDE CITY OF SEATTLE PIPELINE RIGHTOF-WAY AS CONDEMNED IN KING COUNTY SUPERIOR COURT CAUSE NUMBER 201476, LYING WITHIN THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 16, TOWNSHIP 22 NORTH, RANGE 6 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY WASHINGTON, AND LYING BETWEEN THE EASTERLY MARGIN OF R.H. WITTE COUNTY ROAD (WITTE ROAD SOUTHEAST) AND THE WESTERLY MARGIN OF MAPLE VALLEY-BLACK DIAMOND ROAD (SR169). DESCRIBED AS FOLLOWS:

COMMENCING AT THE QUARTER CORNER COMMON TO SECTIONS 16 AND 21, FROM WHICH THE MONUMENT AT THE CENTER OF SAID SECTION 21 BEARS SOUTH 01O17'04" WEST, A DISTANCE OF 2620.74 FEET; THENCE NORTH 01O17'04" EAST ON A PROJECTION OF SAID NORTH-SOUTH CENTERLINE OF SECTION 21 AND THE CENTERLINE OF R.H.WITTE COUNTY ROAD, A DISTANCE OF 291.98 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT, WHOSE CENTRAL ANGLE POINT BEARS SOUTH 88O42'56" EAST, A RADIAL DISTANCE OF 477.68 FEET; THENCE CONTINUING ALONG SAID CENTERLINE AND CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 38O32'00", AN ARC DISTANCE OF 321.26 FEET; THENCE CONTINUING ALONG SAID CENTERLINE NORTH 39O49'04" EAST, A DISTANCE OF 225.96 FEET TO THE SOUTH LINE OF SAID CITY OF SEATTLE PIPELINE RIGHT-OF-WAY, THENCE NORTH 88O44'00" EAST ALONG THE SOUTH LINE OF SAID PIPELINE RIGHT-OF-WAY, A DISTANCE OF 39.80 FEET TO THE EASTERLY MARGIN OF SAID COUNTY ROAD, THENCE CONTINUING NORTH 88O44'00" EAST , ALONG SAID SOUTH LINE, A DISTANCE OF 596.77 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 01O16'40" WEST, A DISTANCE OF 35.00 FEET; THENCE NORTH 88O44'00" EAST, PARALLEL WITH THE SOUTH LINE OF SAID PIPELINE RIGHT-OF-WAY, A DISTANCE OF 40.86 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT, WHOSE CENTRAL ANGLE POINT BEARS SOUTH 01O16'40" EAST, A RADIAL DISTANCE OF 45.00 FEET; THENCE ALONG SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 29 O53'47", AN ARC DISTANCE OF 23.48 FEET TO THE BEGINNING OF A CURVE TO THE LEFT, WHOSE CENTRAL ANGLE POINT BEARS NORTH 28 O37'46" EAST, A RADIAL DISTANCE OF 45.00 FEET, THENCE ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 30 O55'30", AN ARC DISTANCE OF 24.29 FEET TO THE BEGINNING OF A CURVE TO THE LEFT, WHOSE CENTRAL ANGLE POINT BEARS NORTH 02 O17'43" WEST, A RADIAL DISTANCE OF 192.00 FEET, THENCE ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 19 O20'07", AN ARC DISTANCE OF 64.79 FEET; THENCE NORTH 88O44'55" EAST, PARALLEL WITH THE SOUTH LINE OF SAID PIPELINE RIGHT-OF-WAY, A DISTANCE OF 66.54 FEET TO THE WESTERLY MARGIN OF THE MAPLE VALLEY-BLACK DIAMOND ROAD (SR 169); THENCE SOUTH 48O28'21"

EAST ALONG SAID WESTERLY MARGIN. A DISTANCE OF 51.52 FEET TO THE SOUTH LINE OF SAID PIPELINE RIGHT-OF-WAY, THENCE SOUTH 88O44'00" WEST ALONG SAID SOUTH LINE, A DISTANCE OF 255.02 FEET MORE OR LESS, TO THE POINT OF BEGINNING.

(the North Parcel and the South Parcel, approximately 22,012 square feet and 7,457 respectively), are hereby found and declared to be no longer required for providing public utility service and surplus to the City's needs.

Section 2. As requested by the Director of Seattle Public Utilities and recommended by the Mayor, the Director is hereby authorized to sell and execute a quit claim deed and to take all other actions necessary to effectuate a sale of the North Parcel to Wilderness Village Properties, LLC and the South Parcel to Wilderness Village Plaza Partnership. Each sale shall be at the fair market value stated in section 3 and shall be consistent with the terms and conditions contained in the form of purchase and sales agreement for North Parcel (attached hereto as Attachment A) and the South Parcel (attached hereto as Attachment B). Proceeds from the sale of each Parcel shall be deposited in the Seattle Public Utilities Water Fund.

Section 3. The fair market value of the North Parcel as determined by appraisal is found and declared to be One Hundred Twelve Thousand, Seven Hundred and Fifty and no/100 Dollars ($112,750.00), and the fair market value of the South Parcel as determined by appraisal is found and declared to be Forty Five Thousand Nine Hundred Twenty Five Dollars ($45,925.00)

Section 4. Any act pursuant to and prior to the effective date of this ordinance is hereby ratified and confirmed.

Section 5. This ordinance shall take effect and be in force thirty (30) days from and after its approval by the Mayor, but if not approved and returned by the Mayor within ten (10) days after presentation, it shall take effect as provided by Municipal Code Section 1.04.020.

Passed by the City Council the _____ day of ____________, 2000, and signed by me in open session in authentication of its passage this _____ day of _________________, 2000.

_____________________________________

President of the City Council

Approved by me this _____ day of _________________, 2000.

___________________________________________

Mayor

Filed by me this _____ day of ____________________, 2000.

___________________________________________

City Clerk

(Seal)

RP:ekm

ORD-Wilderness, LYA

11/15/00

(Ver.1)

ATTACHMENT A

REAL ESTATE PURCHASE AND SALE AGREEMENT

This Agreement is made by and between The City of Seattle, a municipal corporation, acting by and through its Seattle Public Utilities ("Seller") and Wilderness Village Properties, LLC ("Buyer"), for purchase and sale of that certain real property and appurtenances thereon situated in King County, Washington, legally described on Exhibit A, together with all rights appurtenant thereto (the "Property"), subject to the terms and provisions set forth below. The effective date of this Agreement shall be the date this Agreement has been signed by both Seller and Buyer.

1. PURCHASE PRICE; PAYMENT.

The total purchase price for the Property is One Hundred Twelve Thousand, Seven Hundred and Fifty and no/100 Dollars (US $112,750.00) ("Purchase Price). The Purchase Price is payable as follows: The Buyer will deposit. within 10 working days from the date this Agreement is signed by both Buyer and Seller, in escrow with Pacific Northwest Title Company of Washington("Closing Agent"), a copy of this Agreement and Buyer's earnest money deposit in the amount of Two Thousand and no/100 Dollars (US $2,000.00) ("Deposit") in the form of a check made payable to Closing Agent. Closing Agent will apply or disburse the Deposit as provided in this Agreement. Upon closing, the Deposit will be applied to the Purchase Price.

1.2 Balance of Purchase Price. The balance of the Purchase Price, One Hundred Ten Thousand, Seven Hundred and Fifty and no/100 Dollars (US $110,750.00), in cash at closing; or Twenty percent (20%) down ($22,550.00) on a ten year Deed of Trust at 7.75% interest with one annual (yearly) payment due on the anniversary of the closing of this sale.

2. TITLE

2.1 Title Insurance. Within ten (10) days after the date of this Agreement, Seller shall cause to be furnished to Buyer an ALTA form commitment for an owner's standard coverage policy of title insurance, issued through Pacific Northwest Title Company describing the Property, listing the Buyer as the prospective insured, and showing as the policy amount the Purchase Price (the "Title Commitment"). Buyer shall have ten (10) days after receipt of the Title Commitment to disapprove any exceptions contained therein. If Buyer disapproves any exceptions listed on the Title Commitment, Seller shall have the option to terminate the Agreement or attempt to correct the exceptions to the Buyer's satisfaction. If Seller elects to terminate the Agreement or does not remove the disapproved exceptions, Buyer as its sole and exclusive remedy, shall be entitled to a refund of the Earnest Money. Any title exceptions not disapproved by the Buyer within ten (10) day period shall be deemed accepted by the Buyer (the "Permitted Exceptions").

2.2 Deed. At Closing, the Seller will execute and deliver to Buyer a quick claim deed conveying title to the Property free and clear of all defects or encumbrances except for Permitted Exceptions and any other exceptions waived by the Buyer.

1. INSPECTION

Commencing on the date of this Agreement, Buyer shall have 10 working days to investigate and inspect the suitability and feasibility of the Property for Buyer's intended use at the Buyer's expense.. Buyer shall provide Seller with written notice of Buyer's determination that the Property is not suitable prior to the end of the 10 day period or the Property shall be deemed suitable and feasible for the Buyer's purposes. If the Buyer determines that the property is unsuitable this Agreement shall terminate. In such case and upon Buyer's notice of termination to the Closing Agent, the Closing Agent shall refund the Deposit to Buyer and the parties shall have no further rights or obligations in connection with this Agreement

2. SELLER'S CONTINGENCIES.

The Seattle City Council by ordinance must authorize and approve the execution of this Agreement and sale of the Property. If the Seattle City Council does not approve this Agreement. Closing Agent shall refund the Deposit to Buyer and the parties shall have no further rights or obligations in connection with this Agreement

3. RIGHT OF ENTRY.

Seller hereby grants to Buyer and its employees, agents and contractors, the right to enter upon the Property from time to time, for the purpose of conducting therein and thereon such inspections, investigations and studies, the Buyer may reasonably deem necessary or appropriate in order to determine the feasibility of purchasing the Property. Buyer agrees to restore to its previous condition any portion of the Property disturbed by Buyer's investigations or studies.

4. RISK OF LOSS.

Seller will bear the risk of loss of or damage to the Property until the date of closing. In the event of destruction of vegetation or other material loss of or damage to the Property prior to closing, Buyer may terminate this Agreement by giving notice of termination to Seller and Closing Agent unless such loss or damage is caused by the Buyer. Upon such notification, Closing Agent shall refund the Deposit to Buyer and the parties shall have no further rights or obligations in connection with this Agreement.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS.

Seller represents, warrants and covenants to Buyer at the date of execution of this Agreement and the date of closing that:

7.1 Authority. Seller, and the person or persons signing on behalf of Seller, has full power and authority to execute this Agreement and perform Seller's obligations;

7.2 Debris and Personal Property. Prior to closing, Seller will remove all debris and personal property located on the Property (if any), at Seller's cost and expense.

7.3 Fees and Commission. Buyer and Seller each represent that it has had no dealing with any real estate brokers or agents in connection with the negotiation of this transaction. Buyer and Seller shall indemnify and hold each other harmless from and against any and all liability and costs which the other may suffer in connection with real estate brokers claiming by, through, or under that party seeking any commission, fee or payment in connection with this transaction.

7.4 Vegetation. Seller has not entered, and prior to closing shall not enter, into any contract or agreements, either written or verbal, concerning cutting, removal, topping or other disturbance or destruction of vegetation on the Property.

8 CONDITION OF PROPERTY.

Buyer acknowledges and agrees that it is relying solely on its inspection and investigation of the property, and accepts the property "AS-IS", "WHERE-IS" in its present condition. Buyer acknowledges and agrees that the Seller has made no warranty or representation of any kind, oral or written, expressed or implied, with respect to any condition of the Property, including without limitation, the habitability, tenantability, or fitness for a particular purpose of the Property, the presence or absence of any hazardous substances, wastes or materials as defined by State, Federal or Local law, all of which warranties seller hereby expressly disclaims.

9. CLOSING

9.1 Prorations; Closing Costs. Taxes and drainage service fees for the current year and collected rents, if Buyer has agreed to purchase the Property subject to a lease or leases, will be prorated as of the date of closing. Buyer will pay real estate excise taxes (if any are due), the premium for its owner's title insurance policy, the cost of recording the quick claim deed from Seller, and the Closing Agent's escrow fee.

9.2 Time for Closing. This sale will be closed in the office of Closing Agent on a date mutually agreed upon by the Buyer and Seller, but not later than 15 January 2001. Buyer and Seller will deposit in escrow with Closing Agent all instruments, documents and monies necessary to complete the sale in accordance with this Agreement. As used in this Agreement, "closing" or "date of closing" means the date on which all appropriate documents are recorded and proceeds of sale are available for disbursement to Seller. Funds held in reserve accounts pursuant to escrow instructions shall be deemed, for purposes of his definition, as available to disbursement to Seller.

9.3 Possession. Buyer shall be entitled to possession of the Property upon closing.

10. DEFAULT.

Time is of the essence of this Agreement. If Seller has performed all of Seller's covenants and obligations under this Agreement, title is insurable as provided in Section 2., Seller's representations and warranties are true and accurate, Buyer's conditions (if any) are satisfied or waived, and Buyer fails or refuses to purchase the Property through no fault of Seller, the Deposit will be forfeited to Seller and Buyer will have no further obligations or liability under this Agreement. If Seller is unable to (or does not) perform all covenants and obligations under this Agreement, if title is not insurable as provided in Section 2, or if Seller's representations and warranties are not all true and accurate, Closing Agent will return the Deposit to Buyer upon demand by Buyer, as Buyer's sole and exclusive remedy and Seller and Buyer shall have no further obligations or liability under this Agreement.

11. NOTICES.

All notices, waivers, elections, approvals and demands required or permitted to be given under this Agreement shall be in writing and personally delivered, sent by United States certified mail, return receipt requested, to the addressee's mailing address set forth below, or sent by telecopy to the addressee's fax number set forth below. Any notice will be effective when actually received or, if mailed as provided herein, on the earlier of actual receipt or two (2) days after the date deposited in the mail.

If to Buyer:

Attn: Ron Perkerewicz

Seattle Public Utilities

Dexter Horton Building Floor 10

710 Second Avenue

Seattle, WA 98104-1714

Phone: 206-615-0741

Fax: 206-615-1215

If to Seller:

Wilderness Village Properties, LLC

C/o Jim Flynn

22301 SE 236th Pl

Maple Valley, Wa 98038

Phone 425-432-9700

Fax 425-432 2754

If to Closing Agent:

Attn: Laura Johnson Escrow Officer

Pacific Northwest Title Company of Washington Inc..

1201 Third Ave, Suite 3800

Seattle, Wa 98101

Phone: 206-343-1321

FAX: 206-343-4720

11. GENERAL.

This is the entire agreement of Buyer and Seller with respect to the Property and supersedes all prior agreements between them, written or oral. This Agreement may be modified only in writing, signed by Buyer and Seller. Any waivers under this Agreement must be in writing. A waiver of any right or remedy in the event of a default will not constitute a waiver of such right or remedy in the event of any subsequent default. This Agreement is for the benefit of, and binding upon, Buyer and Seller and their heirs, personal representatives, successors and assigns. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision. All exhibits are hereby incorporated into this Agreement.

12. SURVIVAL OF WARRANTIES.

The terms, covenants, representations and warranties shall not merge in the deed of conveyance, but shall survive closing.

13. ACCEPTANCE.

This Agreement shall become null and void unless executed by Buyer and received by Ron Perkerewicz at the address referenced above not later than 4:00 PM, Monday September 11, 2000

Buyer: The City of Seattle

By: ________________________

Diana Gale

Director, Seattle Public Utilities

Date: ______________

Seller: By: ________________________

James R. Flynn, for Wilderness Village Properties, LLC

Date: ______________

4

wilderness agm't.

ATTACHMENT B

REAL ESTATE PURCHASE AND SALE AGREEMENT

This Agreement is made by and between The City of Seattle, a municipal corporation, acting by and through its Seattle Public Utilities ("Seller") and Wilderness Village Plaza Partnership ("Buyer"), for purchase and sale of that certain real property and appurtenances thereon situated in King County, Washington, legally described on Exhibit A, together with all rights appurtenant thereto (the "Property"), subject to the terms and provisions set forth below. The effective date of this Agreement shall be the date this Agreement has been signed by both Seller and Buyer.

1. PURCHASE PRICE; PAYMENT.

The total purchase price for the Property is Forty Five Thousand Nine Hundred and Twenty Five and no/100 Dollars (US $45,925.00) ("Purchase Price). The Purchase Price is payable as follows: The Buyer will deposit. within 10 working days from the date this Agreement is signed by both Buyer and Seller, in escrow with Pacific Northwest Title Company of Washington("Closing Agent"), a copy of this Agreement and Buyer's earnest money deposit in the amount of Two Thousand and no/100 Dollars (US $2,000.00) ("Deposit") in the form of a check made payable to Closing Agent. Closing Agent will apply or disburse the Deposit as provided in this Agreement. Upon closing, the Deposit will be applied to the Purchase Price.

1.2 Balance of Purchase Price. The balance of the Purchase Price, Forty Three Thousand Nine hundred and Twenty Five and no/100 dollars(US $43,925.00), in cash at closing; or Twenty percent (20%) down ($9185.00) on a ten year Deed of Trust at 7.75% interest with one annual (yearly) payment due on the anniversary of the closing of this sale.

2. TITLE

2.1 Title Insurance. Within ten (10) days after the date of this Agreement, Seller shall cause to be furnished to Buyer an ALTA form commitment for an owner's standard coverage policy of title insurance, issued through Pacific Northwest Title Company describing the Property, listing the Buyer as the prospective insured, and showing as the policy amount the Purchase Price (the "Title Commitment"). Buyer shall have ten (10) days after receipt of the Title Commitment to disapprove any exceptions contained therein. If Buyer disapproves any exceptions listed on the Title Commitment, Seller shall have the option to terminate the Agreement or attempt to correct the exceptions to the Buyer's satisfaction. If Seller elects to terminate the Agreement or does not remove the disapproved exceptions, Buyer as its sole and exclusive remedy, shall be entitled to a refund of the Earnest Money. Any title exceptions not disapproved by the Buyer within ten (10) day period shall be deemed accepted by the Buyer (the "Permitted Exceptions").

2.2 Deed. At Closing, the Seller will execute and deliver to Buyer a quick claim deed conveying title to the Property free and clear of all defects or encumbrances except for Permitted Exceptions and any other exceptions waived by the Buyer.

1. INSPECTION

Commencing on the date of this Agreement, Buyer shall have 10 working days to investigate and inspect the suitability and feasibility of the Property for Buyer's intended use at the Buyer's expense.. Buyer shall provide Seller with written notice of Buyer's determination that the Property is not suitable prior to the end of the 10 day period or the Property shall be deemed suitable and feasible for the Buyer's purposes. If the Buyer determines that the property is unsuitable this Agreement shall terminate. In such case and upon Buyer's notice of termination to the Closing Agent, the Closing Agent shall refund the Deposit to Buyer and the parties shall have no further rights or obligations in connection with this Agreement

2. SELLER'S CONTINGENCIES.

The Seattle City Council by ordinance must authorize and approve the execution of this Agreement and sale of the Property. If the Seattle City Council does not approve this Agreement. Closing Agent shall refund the Deposit to Buyer and the parties shall have no further rights or obligations in connection with this Agreement

3. RIGHT OF ENTRY.

Seller hereby grants to Buyer and its employees, agents and contractors, the right to enter upon the Property from time to time, for the purpose of conducting therein and thereon such inspections, investigations and studies, the Buyer may reasonably deem necessary or appropriate in order to determine the feasibility of purchasing the Property. Buyer agrees to restore to its previous condition any portion of the Property disturbed by Buyer's investigations or studies.

4. RISK OF LOSS.

Seller will bear the risk of loss of or damage to the Property until the date of closing. In the event of destruction of vegetation or other material loss of or damage to the Property prior to closing, Buyer may terminate this Agreement by giving notice of termination to Seller and Closing Agent unless such loss or damage is caused by the Buyer. Upon such notification, Closing Agent shall refund the Deposit to Buyer and the parties shall have no further rights or obligations in connection with this Agreement.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS.

Seller represents, warrants and covenants to Buyer at the date of execution of this Agreement and the date of closing that:

7.1 Authority. Seller, and the person or persons signing on behalf of Seller, has full power and authority to execute this Agreement and perform Seller's obligations;

7.2 Debris and Personal Property. Prior to closing, Seller will remove all debris and personal property located on the Property (if any), at Seller's cost and expense.

7.3 Fees and Commission. Buyer and Seller each represent that it has had no dealing with any real estate brokers or agents in connection with the negotiation of this transaction. Buyer and Seller shall indemnify and hold each other harmless from and against any and all liability and costs which the other may suffer in connection with real estate brokers claiming by, through, or under that party seeking any commission, fee or payment in property "AS-IS", "WHERE-IS" in its present condition. Buyer acknowledges and agrees that the Seller has made no warranty or representation of any kind, oral or written, expressed or implied, with respect to any condition of the Property, including without limitation, the habitability, tenantability, or fitness for a particular purpose of the Property, the presence or absence of any hazardous substances, wastes or materials as defined by State, Federal or Local law, all of which warranties seller hereby expressly disclaims.

9. CLOSING

9.1 Prorations; Closing Costs. Taxes and drainage service fees for the current year and collected rents, if Buyer has agreed to purchase the Property subject to a lease or leases, will be prorated as of the date of closing. Buyer will pay real estate excise taxes (if any are due), the premium for its owner's title insurance policy, the cost of recording the quick claim deed from Seller, and the Closing Agent's escrow fee.

9.2 Time for Closing. This sale will be closed in the office of Closing Agent on a date mutually agreed upon by the Buyer and Seller, but not later than 15 January 2001. Buyer and Seller will deposit in escrow with Closing Agent all instruments, documents and monies necessary to complete the sale in accordance with this Agreement. As used in this Agreement, "closing" or "date of closing" means the date on which all appropriate documents are recorded and proceeds of sale are available for disbursement to Seller. Funds held in reserve accounts pursuant to escrow instructions shall be deemed, for purposes of his definition, as available to disbursement to Seller.

9.3 Possession. Buyer shall be entitled to possession of the Property upon closing.

10. DEFAULT.

Time is of the essence of this Agreement. If Seller has performed all of Seller's covenants and obligations under this Agreement, title is insurable as provided in Section 2., Seller's representations and warranties are true and accurate, Buyer's conditions (if any) are satisfied or waived, and Buyer fails or refuses to purchase the Property through no fault of Seller, the Deposit will be forfeited to Seller and Buyer will have no further obligations or liability under this Agreement. If Seller is unable to (or does not) perform all covenants and obligations under this Agreement, if title is not insurable as provided in Section 2, or if Seller's representations and warranties are not all true and accurate, Closing Agent will return the Deposit to Buyer upon demand by Buyer, as Buyer's sole and exclusive remedy and Seller and Buyer shall have no further obligations or liability under this Agreement.

11. NOTICES.

All notices, waivers, elections, approvals and demands required or permitted to be given under this Agreement shall be in writing and personally delivered, sent by United States certified mail, return receipt requested, to the addressee's mailing address set forth below, or sent by telecopy to the addressee's fax number set forth below. Any notice will be effective when actually received or, if mailed as provided herein, on the earlier of actual receipt or two (2) days after the date deposited in the mail.

If to Buyer:

Attn: Ron Perkerewicz

Seattle Public Utilities

Dexter Horton Building Floor 10

710 Second Avenue

Seattle, WA 98104-1714

Phone: 206-615-0741

Fax: 206-615-1215

If to Seller:

Wilderness Village Plaza Partnership

C/o Jim Flynn

22301 SE 236th Pl

Maple Valley, Wa 98038

Phone 425-432-9700

Fax 425-432 2754

If to Closing Agent:

Attn: Laura Johnson Escrow Officer

Pacific Northwest Title Company of Washington Inc..

1201 Third Ave, Suite 3800

Seattle, Wa 98101

Phone: 206-343-1321

FAX: 206-343-4720

11. GENERAL.

This is the entire agreement of Buyer and Seller with respect to the Property and supersedes all prior agreements between them, written or oral. This Agreement may be modified only in writing, signed by Buyer and Seller. Any waivers under this Agreement must be in writing. A waiver of any right or remedy in the event of a default will not constitute a waiver of such right or remedy in the event of any subsequent default. This Agreement is for the benefit of, and binding upon, Buyer and Seller and their heirs, personal representatives, successors and assigns. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision. All exhibits are hereby incorporated into this Agreement.

12. SURVIVAL OF WARRANTIES.

The terms, covenants, representations and warranties shall not merge in the deed of conveyance, but shall survive closing.

13. ACCEPTANCE.

This Agreement shall become null and void unless executed by Buyer and received by Ron Perkerewicz at the address referenced above not later than 4:00 PM, Monday September 11, 2000

Buyer: The City of Seattle

By: ________________________

Diana Gale

Director, Seattle Public Utilities

Date: ______________

Seller: By: ________________________

James R. Flynn, Partner, for Wilderness Village Plaza Partnership

Date: ______________

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wilderness agm't.

Buyer: The City of Seattle

By: ________________________

Diana Gale

Director, Seattle Public Utilities

Date: ______________