Item 6a Agreement Exhibit B

EXHIBIT B

AGREEMENT
REAL ESTATE PURCHASE AND SALE


SALE AGREEMENT (this "Agreement") is
THIS REAL ESTATE PURCHASE AND
2009, ("Effective Date") by and between
made and entered into as ofthe ___day of       ,
corporation ofthe State of Washington
the Highline School District No. 401, a municipal
of the State of Washington ("Seller").
a municipal corporation
("Buyer") and the Port of Seattle,

RECI'I'ALS

in the City of SeaTac, King County,
A.   Seller is the owner of real property located
attached hereto and incorporated herein by this
Washington, legally described on Exhibit A
reference.

District ("District") and desires to acquire the
.            B.      Buyer operates the Highline School
District-related uses.
Property from the Seller for future
into this Agreement pursuant to the authority
C.   Buyer and Seller are entering
Disposition of
granted in Chapter 39.33 Revised Code of .Washington, (Intergovernmental
real
subdivision of the State of Washington to sell
Property Act) which permits a political
subdivision thereof on such terms and
or any political
property to the state or any municipality
state and/or the
conditions                        by the proper authority of the
as may be mutually agreed upon
subdivisions concerned.

the terms and conditions under which Seller
D.   Buyer and Seller have agreed upon '
will sell the Property to Buyer, all as set forth herein.
I
the Highline School District Board on
~ by
B.    This Agreement was approved
the Port Commission of the Port of Seattle approval.
August 26, 2009, and is conditioned upon
of the agreements herein contained and for other
NOW, THEREFORE, in consideration
acknowledged,
the receipt and sufciency of which is hereby
good and valuable consideration, '
the parties agree as follows:

AGREEMENT

1.     The Property.

be dened as follows:
As used herein, the following terms shall
8th Avenue South and
corner of
1.1   Land. That certain real property located at the
the City of Burien, King County, Washington, consisting
Des Moines Memorial Drive South, in
Tax Parcel No.
a portion of King County
of approximately 137,650 square feet of land,
A ("Land").
2823049016, and legally described on Exhibit


00365-0890/1EGAL14262406

to the Land to
1.2   Appurtenances. All rights, privileges and easements appurtenant
without limitation all minerals, oil, gas and other
the extent owned or held by Seller, including
the Land, all development rights, air rights, water, water
hydrocarbon substances on and under                              and other
the Land, and any and all easements, rightsof-way
rights and water stock relating to
the Land, subject to
with the benecial use and enjoyment of
appurtenances used in connection
or survey (all of which are
of record                    inspection
all matters           or discoverable by physical
collectively referred to as the "Appurtenances").
that no personal property is being
1.3   Personal Property. The parties acknowledge
conveyed pursuant to this Agreement.
and 1.2 above are herein collectively
All of the items described in Paragraphs 1.1
referred to as the "Property."

2.     Earnest Money; Purchase Price.
(3) business days after mutual execution of this                                                         2.1   Earnest Money. Within three
Inc.
shall deliver to Chicago Title Insurance Company,
Agreement by Seller and Buyer, Buyer
of this transaction (in its capacity as escrow
("Title Com an "), as escrow agent for the closing
in the form of a promissory note in the
an earnest money deposit
agent, the "Escrow Agent"),
("Earnest Money Note") in part payment
amount of Twenty-Five Thousand Dollars ($25,000.00)
Exhibit B
Earnest Money Note will be in the form of
for the purchase price of the Property. The                                  of
on or before the expiration
attached hereto. If Buyer approves its inspection of the Property
and
Earnest Money Note shall be converted to cash,
the Contingency Period (dened below), the
earnest money deposit, together with
shall continue to be held in escrow by Escrow Agent. (such
The Eamest Money
is referred to herein as the "Earnest Money").
any interest eained thereon,                               benet of the parties
will be held by Escrow Agent in an interestabearing account for the
for the
Interest will accrue on the Earnest Money
pursuant to the terms of this Agreement.
benet of Buyer.
price of Eight Hundred
2.2   Purchase Price. Buyer shall pay to Seller a total purchase
for the Property ("Purchase Price").
and Seventy Thousand Dollars ($870,000.00)

3.     Title.

Effective Date, Seller shall, at its sole
3.1   Title Binder. Within ten (10) days after the
for an ALTA
to the Buyer a preliminary commitment
cost, deliver or cause to be delivered
issued by the Title Company describing the
owner's extended coverage title insurance policy
the prospective
to the Property, listing the Buyer as
Property, showing all matters pertaining
Such preliminary commitment,
named insured, and providing for a "legal lot" endorsement.
of all documents referred to in such
supplemental reports and true, correct and legible copies
to title to the
as conditions or exceptions
preliminary commitment and supplemental reports                 *
to herein as the "Title Binder."
Property are collectively referred

in Paragraph 4. 4), Buyer
3.2   Title Review. During the Contingency Period (dened
the Property it elects to obtain and, at least
shall review the Title Binder and any surveys of

2
00365-0890/LEGAL14262406

of the Contingency Period, shall notify Seller what
twenty (20) days before the expiration
Exceptions"). All exceptions
exceptions to title, if any, are disapproved by Buyer ("Disapproved                not
with pro-rated real estate taxes and assessments
not timely disapproved by Buyer, together
contained in the extended form of owner's title
due and payable, the preprinted exceptions
restrictions
or state deeds, building or use
insurance policy, rights reserved in federal patents
shall constitute permitted exceptions
or provisions,
general to the district, and zoning regulations
of Buyer's notice of
("Permitted Exceptions"). Seller will have ten (10) days after receipt
that (i) Seller will remove Disapproved Exceptions
Disapproved Exceptions to give Buyer notice
If Seller fails to give Buyer notice
to remove Disapproved Exceptions.
or (ii) Seller elects not
' Seller will be deemed to have elected not tobefore the expiration of the ten (10) day period,






.
remove Disapproved Exceptions.

not to remove any Disapproved Exceptions,
If Seller elects (oris deemed to have elected)
Seller of Buyer's
from receipt of Seller's notice to notify             "
Buyer shall have seven (7) days
take the Property subject to those exceptions
election either to proceed with the purchase and                              of
terminate this Agreement and receive a refund
Without deduction ofthe Purchase Price, or to
under this Paragraph 3.2, the
the Earnest Money. If Buyer elects to terminate this Agreement
will be returned
the Eamest Money and interest accrued thereon
escrow will be terminated,
funds will be returned to the party who deposited
immediately to Buyer, all documents and other
further rights or obligations under this Agreement except
them, and neither party will have any
in this Agreement.
as otherwise provided
the Title Company to issue an
3.3   Title Policy. At Closing, Seller shall cause
the Title Company's irrevocable
Owner's extended coverage title insurance policy (or
Polic ") to Buyer, at Seller's cost.
commitment to issue such title policy) for the Property ("Title
in its sole and absolute discretion, (b) be
The Title Policy shall (a) be satisfactory to the Buyer
fee simple, indefeasible title to the Property
issued in the amount of the Purchase Price, (c) insure
and (d) contain a "legal lot" endorsement.
in the Buyer, subject only to the Permitted Exceptions
shall
other than the "legal lot" endorsement as required by Buyer
Any additional endorsements
to issue any
be at Buyer's sole cost. Seller shall have no obligation to cause the Title Company
and Seller shall not be in default
such endorsements other than the "legal lot" endorsement,
if Buyer is not able to obtain endorsements
hereunder (nor shall Buyer be excused from closing)
it may request.

3.4 '
of the Property in
Survey. Seller shall deliver to Buyer any and all surveys
' such survey to be updated and certied to
Seller's possession. Buyer may, at its cost, cause any
Period, at
the Buyer or to the Title Company. In addition, Buyer may, during the Contingency
of the Property prepared by a licensed or
its expense, obtain a current ALTA/ASCM survey
be satisfactory to Buyer and to the Title Company.
registered surveyor, which survey shall

4.    Conditions to Buyer's Obligations.

4.1   Documents and Reports; Within ten (10) days after the Effective Date, Seller
available to Seller relating to the ownership,
shall deliver to Buyer copies of all documents
without limitation: utility information, plans
operation, or development of the Property, including
leases, occupancy agreements, service
and specifications, permits, surveys, Property studies,

3
00365-0890/LEGAL14262A06

other than those
or other contracts,
agreements, licenses, easements, option agreements
Title Binder ("Documents").
or contained in the
previously transmitted to Buyer by Seller
consultants
4.2   Inspection ofthe Prope. Buyer and its employees, representatives,
the Contingency Period and prior to
and agents shall have the right and permission during
thereof at all reasonable times and after reasonable
Closing to enter upon the Property or any part
of
for the purpose, at Buyer's own risk, cost and expense,
prior notice, and from time to time,
that the Buyer may wish to undertake, including,
making all tests and/or studies of the Property
of zoning, re, safety and other
without limitation, surveys, structural studies and review
that Buyer shall defend, indemnify and hold harmless
compliance matters; provided, however,
but not limited to,
Seller from and against all liability, cost, damage and expense (including,
suits and actions of every name, kind and
attomeys' fees) in connection with all claims,
its ofcers, agents or employees by any person or
description made or brought against Seller,
to persons, entities or
or alleged injuries or damages
entity as a result of or on account of actual
of the
out of, in connection with, or as a result
property received or sustained, in any way arising
its rights under the
or employees, in exercising
acts or omissions of Buyer, its ofcers, agents
the generality of the foregoing, Buyer assumes all
right of entry granted herein. Without limiting
shall provide Seller with a copy of any
liability for actions brought by its employees. Buyer
the
that Buyer possesses or obtains before, during or after
reports or data regarding the Property
environmental reviews of the Property or
Contingency Period, including without limitation any
under the Property.
data regarding soil or groundwater quality at, on or
shall be
4.3   Approval ofthe Property. Buyer's obligation to purchase the Property
in its sole and absolute discretion, of all aspects
subject to and contingent upon Buyer's approval,
condition ofthe Property, and all of
of the Property, including, without limitation, the physical
4 or otherwise obtained by Buyer
the information delivered by Seller pursuant to this Paragraph
-
shall be satised or waived on or before the expiration
regarding the Property. Such contingency
ofthe Contingency Period.

the term "Contingency
4.4   Contingency Period Dened. As used in this Agreement,
and ending at 5:00 pm. on the day
Period" means the period commencing on the Effective Date
that is ninety (90) days after the Effective Date.

4.5   Buyer's Right to Terminate. If Buyer's conditions, set forth in Paragraph 4.4, are
shall have the right to terminate this
not satised in Buyer's sole and absolute discretion, Buyer
before expiration
to Seller and to the Escrow Agent on or
Agreement by sending written notice
this Paragraph
of the Contingency Period. If Buyer gives a termination notice to Seller under
shall have any further liability to the other
4_.5_, this Agreement shall terminate and neither party
on or before the
under this Agreement. If Buyer does not give a termination notice to Seller
be deemed to have satised or otherwise
expiration ofthe Contingency Period, Buyer shall
shall become nonrefundable
waived the condition set forth in Paragraph 4.4, the Earnest Money
close on the purchase of the Property pursuant to this
to Buyer, and Buyer shall be obligated to
Agreement.

5.     Additional Closing Conditions.



00365-0890/LEGAL14262406

shall also be
5.1    Buyer's Conditions. Buyer's obligation to purchase the Property
earlier date as
that must be satised as of Closing or such
subject to the following conditions
specied below:
contained herein shall be true,
5.1.1   All representations and warranties of Seller
made again at such
at the time of Closing as if
accurate and complete in all material respects
time;

have performed all obligations to be
shall                                performed by it
5.1.2  Seller
date set forth in this Agreement for
on or before the
hereunder on or before Closing (or, if earlier,
such performance);
to obtain a
5.1.3  Seller shall have obtained necessary approvals allowing Buyer
issued pursuant to Paragraph 3.3; and
"legal lot endorsement" in the Title Policy
in the condition required by this
5.1.4  At Closing, title to the Property shall be
irrevocable
deliver the Title Policy, or Title Company's
Agreement and Escrow Agent shall
commitment to issue the Title Policy, to Buyer.

5.1               of Closing (or such
are not satisfied as
If the conditions set forth in this Paragraph
the same, Buyer may terminate this
earlier date as specified above) and Buyer does nOt waive
and
notice to Seller and the Escrow Agent, the Earnest Money
Agreement by giving written                                     shall
to Buyer, and thereafter neither party
interest accrued thereon shall be returned immediately
this Agreement.
have any further liability to the other under

be subject to the
5.2   Seller's Conditions. Seller's obligation to sell the Property shall
as of Closing:
following conditions that must be satised
I
contained herein shall be true,
5.2.1  All representations and Warranties of Buyer
at such
at the time of Closing as if made again
accurate and complete in all material respects
time; and

5.2.2        shall have performed all          to be performed by it
Buyer                 obligations
date set forth in this Agreement for
on or before the
hereunder on or before Closing (or, if earlier,
such performance).

5.2 are not satised as of Closing and Seller
If the conditions set forth in this Paragraph
this Agreement by giving written notice to Buyer
does not waive the same, Seller may terminate
shall have any further liability to the other
and the Escrow Agent, and thereafter neither party
under this Agreement.

Seller hereby makes the following
6.     Seller's Covenants, Representations and Warranties.
which covenants, representations and warranties shall
covenants, representations and warranties,
the Date of Closing:
be deemed made by Seller to Buyer as of

6.1    Title. Seller is the sole owner of the Property.


00365-0890/LEGAL14262406

insolvency,  rearrangement or similar action
62  Bankruptcy. No bankruptcy,
is pending, or contemplated
or involuntary,
involving Seller or the Property, whether voluntary
by Seller.
Title Binder, to
6.3   Taxes and Assessments. Other than any amounts disclosed by the
assessments, are levied,
or general or special
Seller's actual knowledge, no other property taxes,
assessed or imposed on or against the Property.

"United States Person" as
6.4  Foreign Person. Seller is not a foreign person and is a
amended
of the Internal Revenue Code of 1986, as
such term is dened in Section 7701(a) (30)                               and
of Closing an afdavit evidencing such fact
on the Date
("Code") and shall deliver to Buyer 
under the Code.
such other documents as may be required

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

Seller represents that the Property is vacant and
6.6   Leases and Other Agreements.
easements, option
agreements, servrce         licenses,
there are no ieases, occupancy              agreements,
in effect with
oral or written) (collectively, 7'Contracts")
agreements or other contracts (whether
respect to the Property.
actual knowledge, there are no cisterns,
6.7   Underground Storage Tanks. To Seller's
tanks on the Property.
wells, subterranean storage or underground storage
of the Property, will
6.8   Assumption of Liabilities. Buyer, by virtue of the purchase
with respect
of Seller arising prior to the Date of Closing
not be required to satisfy any obligation
3.2, and (b) those
the Permitted Exceptions set forth in Paragraph
to the Property other than (a)                                       "Assumed
in Paragraphs 9.3 and 9.4 (collectively, the
obligations agreed to or assumed by Buyer
other obligations expressly assumed by
Obligations"). Other than the Assumed Obligations and
action or
with respect to the Property that result from any
Buyer or any liens or other obligations                                 will pay
before or after the Date of Closing, Seller
activities by or on behalf of Buyer, whether
virtue of the
each and every kind arising out of or by
and discharge any and all liabilities of
and shall indemnify,
the Property prior to the Date of Closing,
possession, ownership or use of
defend and hold Buyer harmless there from.

no uncured event which,
6.9   Defaults. Seller is not in default and there has occurred
a default by Seller, under any Contract
with notice, the passage of time or both would be
pertaining to the Property.
that       to the
6.10  Litigation. There is no litigation pending against Seller    pertains
includes
thereof. For purposes of this Paragraph 6.10, litigation
Property or Seller's ownership                                         the
before any tribunal having jurisdiction over
lawsuits, actions or administrative proceedings
Property.


0036S-0890/LEGAL14Z62406

served by water, storm and sanitary sewer, gas,
6.11  Utilities. The Property is
of public utilities.  To
to the Property by facilities
electricity, and telephone supplied directly
the boundaries of the Property or
are located within
Seller's actual knowledge, all such utilities
recorded easements for the same.
within lands dedicated to public use or within
to execute and deliver
6.12  Due Authorigg. Seller has all requisite powerland authority
transactions contemplated
this Agreement and to carry out its obligation hereunder and the
contemplated hereby will be, duly
hereby.  This Agreement has been, and the documents
the Seller's legal, valid and binding obligation
executed and delivered by Seller and constitute                          the sale
its terms. The consummation by Seller of
enforceable against Seller in accordance with
default under any
in conflict with nor does it constitute a
of the Property is not in violation of or
to which Seller is or may be bound, or of any
of the tern'w of any agreement or instrument
or
rule or regulation of any governmental authority
provision of any applicable law, ordinance,
order, judgment or decree of any court, arbitrator or
of any provision of any applicable                               '
governmental authority.
All            and warranties made    Seller in this
6.13  No Omissions.    representations                 by
furnished by Seller to Buyer in
Agreement, and all information contained in any certicate               and do not
untrue statement of material fact
connection with this transaction, are free from any
herein or therein not
to make the statements contained
omit to state any material facts necessary
Seller .to Buyer in connection with this
misleading. The copies of any documents furnished by
best of
the documents they purport to be and to the
transaction are true and complete copies of
omit to state
statement of material fact and do not
Seller's actual knowledge contain no untrue
contained therein not misleading.
facts necessary to make the statements
any material
Seller covenants and agrees as follows:
7.    Covenants of Seller.

this Agreement to the Date of Closing,
7.1   Perform Obligations. From the date of
under all indebtedness
Seller will perform all of its monetary and nonmonetary obligations             the                              and the liens securing same pertaining to
for borrowed money or otherwise)                              (whether
if any.
Property or any portion thereof,
forth in Paragraph 3.2, from the
7.2   Lieg. Other than the Permitted Exceptions set
Seller will not grant or create any easement, right-
date of this Agreement to the Date of Closing,
or other right
ofway, encumbrance, restriction, covenant, lease, license, option to purchase
been
Buyer's written consent rst having
which would affect the Property after Closing without
obtained.

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




00365-0890/LEGAL14262406

as
Warranties of Buyer. Buyer covenants and agrees
8.     Covenants, Representations and
-
follows:

to the Date of Closing,
8.l   Perform Obligations. From the date of this Agreement
required by the
Buyer will timely perform all of its monetary and non-monetary obligations
be performed by Buyer.
terms of this Agreement to

makes the following representations and
8.2 '  Buyer's Representations. Buyer hereby
of Closing:
as of the Date
warranties, which shall be true and correct
and deliver this
8.2.1  Buyer has all requisite power and authority to execute
hereunder and the transactions contemplated hereby.
Agreement and to carry out its obligations                                 and
contemplated hereby will be, duly executed
This Agreement has been, and the documents
constitute Buyer's legal, valid and binding obligations, enforCeable                                                               delivered by Buyer and
the purchase of the
its terms. The consummation by Buyer of
against Buyer in accordance with
does it constitute a default under any of the
or in conict with, nor
Property is not in violation of
is or may be bound, or of any provision of
terms of any agreement or instrument to which Buyer
law, ordinance, rule or regulatiOn of any governmental authority or of any
any applicable
arbitrator or governmental
or decree of any court,
provision of any applicable order, judgment
authority.
or
8.2.2  There is no litigation pending against Buyer which could prevent
impair Buyer's obligations hereunder.

9.    Hazardous Substances.

Hazardous Substances, Environmental Laws and Remedial
9.1   Definitions of
material (including
means any substance, waste or
Actions. The term "Hazardous Substances"
asbestos-containing  material,  and
or
without limitation - petroleum products, asbestos
hazardous toxic or
' or designated as dangerous,polychlorinated biphenyls) regulated, dened
ordinance rule or regulation relating to the
radioactive, by any federal, state or local law, statute,
effect
the environment now or hereafter in      (collectively
protection of human health or
"Remedial Actions" shall
"Environmental Laws"). For purposes of this Paragraph 9, the term
Model Toxics Control Act regulations (WAC
have the same meaning as under the Washington
Substances.
173-340-200) for cleanup of a release of Hazardous
to
9.2   Environmental Documents. Seller represents and warrants that it has delivered
within its possession
that it has received, all documents, if any,
Buyer, and Buyer acknowledges
of the       which are a Phase I
or control pertaining to the environmental quality      Property,
of the Property and has delivered to Seller
environmental site assessment and a wetlands study
3.16 Acre Site Northeast Corner of Des Moines
the "Phase I Environmental Site Assessment,
Memorial Drive South and 8th Avenue South, Burien, Washington" prepared by Pinnacle
and the Memorandum Regarding
GeoSciences and dated May 31, 2006 ("Pinnacle Report"),
188th St. Study Summary Report prepared by AC. Kindig
Wetlands on the 3-Acre Parcel Near S.
(collectively, the Pinnacle Report and the
& Co. and dated July 24, 2006 ("Wetlands Report")
The Environmental
Wetlands Report are referred to as the "Environmental Documents").


00365~0890/LEGAL14262406

and
or control of Seller
' Documents represent the entirety of all documentation in the possession
Substances on the Property or in
to wetlands and any Hazardous
Buyer with regard to or relating
warrants to Buyer that it has no knowledge
thereon, and Seller represents and
any improvement
Environmental Documents.
.
REPRESENTATIONS AND
9.3   EXCEPT FOR THE EDG'RESS COVENANTS,
SELLER CONTAINED IN THIS AGREEMENT,
WARRANTIES AND INDEMNITIES OF
AND
PROPERTY IN ITS PRESENT PHYSICAL
BUYER WILL BE PURCHASING THE
IS" AND WITH ALL FAULTS,
ENVIRONMENTAL CONDITION, "AS IS," "WHERE
THE BASIS OF BUYER'S OWN INDEPENDENT
KNOWN OR UNKNOWN, ON
OF THE FOREGOING,
INVESTIGATIONS. WITHOUT LIMITING THE GENERALITY
REPRESENTATIONS AND WARRANTIES
EXCEPT FOR THE EXPRESS COVENANTS,
HAS MADE NO
IN THIS AGREEMENT, SELLER
AND INDEMNITIES CONTAINED
ANY KIND RELATING TO THE ZONING,
REPRESENTATIONS OR WARRANTIES OF
CONDITION OF THE PROPERTY, INCLUDING
PHYSICAL OR ENVIRONMENTAL
SUBSTANCES THAT WERE IN THE PAST,
WITHOUT LIMITATION ANY HAZARDOUS
BE LOCATED ON THE PROPERTY. THE
ARE NOW, OR MAY IN THE FUTURE
HAVE EXPRESSLY ALLOCATED AND
PARTIES ACKNOWLEDGE THAT THEY
OF
KNOWN ENVIRONMENTAL CONDITION
ASSUMED RESPONSIBILITY FOR THE
PARAGRAPH 9 OF THIS AGREEMENT.
THE PROPERTY AS SET FORTH IN

of this Agreement to the contrary, the
9.4   Survival. Notwithstanding any provision
herein
survive the Closing of the transaction contemplated
provisions of this Paragraph 9 shall
and the delivery of the Deed.

10.   Closing.

shall take place at the ofces
10.1  Time and Place. The closing of this sale ("Closing")
is one hundred and twenty (120) days
on the date that
of Escrow Agent in Seattle, Washington,
date after the end of the Contingency
or upon an earlier
after the end of the Contingency Period,
however that either party may
Period if so elected by Buyer ("Date of Closing"); provided,
to
giving written notice of such extension
extend the Date of Closing for up to thirty (30) days by
in advance ofthe Date of Closing.
the other party at least fteen (15) days

Seller shall deliver to Escrow Agent,
10.2  Seller's Obligations. At or before Closing,
for delivery to Buyer, the following:

and Sale Deed in substantially the
10.2.1  Bargain and. Sale Deed. A Bargain
attached hereto   Exhibit C, free and clear of all liens, encumbrances, conditions,
form           as
for the Permitted Exceptions ("Deed");
easements, assignments, and restrictions, except

tax afdavit, signed and
10.2.2  Excise Tax Afdavit. An appropriate excise
ofcials of Seller; and
notarized by the responsible and authorized


003650890/LEGAL14262406

the Title Company (or the Title
10.2.3  Title Policy. The Title Policy issued by
referred to in Paragraph 3.3;
to issue the Title Policy), as
Company's irrevocable commitment
and
and funds as may be required
10.2.4  Other Documents. Such other documents
in Real Property Tax Act ("FIRPTA")
a Foreign Investment
to close this transaction, including
certicate.

shall deliver to Escrow Agent,
10.3  Buyer's Obligations. At or before Closing, Buyer

for delivery to Seller, the following:
Purchase Price (after credit for any applicable
10.3.1  Purchase Price. The
amounts pursuant to this Agreement);
'                                                           tax afdavit, signed and
10.3.2  Excise Tax Afdavit. An appropriate excise
ofcials of Buyer; and
notarized by the responsible and authorized

10.3.3  Other Documents. Such other documents and mds as may be required
to close this transaction.
associated with the
10.4 ' Proration. All taxes, assessments, interest and other expenses
'
Property, shall be prorated as of Closing.
escrow fees with respect
10.5  Closing Costs. Seller and Buyer shall share equally the
as
shall pay for the cost of extended title insurance premiums
to the sale of the Property.- Seller
and Buyer shallpay for the cost of any title
provided in Paragraph 3.3 of this Agreement,
endorsements or other title coverages requested by Buyer.

' of the Property immediately following
11.   Possession. Buyer shall be entitled to possession
Closing.

12.   Indemnication.
indemnify and hold
12.1  By Seller.  Seller shall pay, protect, pay the defense costs of,
claim,
harmless from and against any and all loss, liability,
Buyer and its successors and assigns
of (a) the breach of any representation,
or incurred by reason
damage and expense suffered
to perform
forth in this Agreement; (b) the failure of Seller
warranty or agreement of Seller set
liabilities arising out of
this Agreement to be performed by Seller; (0)
any obligation required by
'                                                                                                                      or
of the Property by the Seller prior to Closing,
the ownership, maintenance, and/or operation
in part by any acts
from any cause occasioned in whole or
(d) any injuries to persons or property                             occurred before
its                               or suppliers that
or omissions of Seller,   agents or employees, contractor
Closing.

under Paragraph 9,
12.2  By Buyer. In addition to Buyer's indemnication obligations
and its successors
defense costs of, indemnify and hold Seller
Buyer shall pay, protect, pay the
and all loss, liability, claim, damage and expense
and assigns harmless from and against any                               of
of any representation, warranty or agreement
suffered or incurred by reason of (a) the breach

l 0
00365-0890/LEGAL14262406

required by
the failure of Buyer to perform any obligation
Buyer set forth in this Agreement; (b)
out of the ownership,
this Agreement to be performed by Buyer; (0) liabilities arising
after the Closing; or (d) any injuries to
maintenance and/or operation of the Property by Buyer
in part by any acts or omissions of
from any cause occasioned in whole or
persons or property
that occurred after Closing.
Buyer, its agents or employees,
In addition to all other indemnities
12.3  Environmental Indemnication by Buyer.
and shall defend and indemnify Seller, Seller's
contained in this Agreement, Buyer releases
"Seller's Indemnied Parties") and hold Seller's
agents, ofcers, and employees (collectively,
for all claims, actions, administrative
Indemnified Parties harmless from and be responsible
consultant and
Without limitation, reasonable attorney's fees,
proceedings, expenses (including,
settlements, awards or liabilities (collectively,
expert fees), losses, penalties, nes, judgments,                 in connection with the
to or are otherwise incurred
"Seller's Claims") that arise out of, relate
Documents on, under or in the
Substances disclosed in the Environmental
presence of Hazardous                                   disclosed in the
the migration off of the
Property                    Property of Hazardous Substances
or
Environmental Documents.

shall be borne by Seller until
13.   Risk of Loss. Risk of loss of, or damage to, the Property
loss to the Property.
Closing. Thereafter, Buyer shall bear the risk of

14.   Default.

this Agreement by Seller, Buyer
14.1  By Seller. If there is an event of default under
or
of Seller's obligations under this Agreement
will be entitled (a) to seek specic performance
Seller and Escrow Agent.  If Buyer
written notice to
(b) to terminate this Agreement by
and interest
be terminated, the entire Earnest Money
terminates this Agreement, the escrow will
all documents will be immediately
accrued thereon shall immediately be returned to Buyer,
and neither party will have any further rights or
retumed to the party who deposited them,
in this Agreement.
as otherwise provided
obligations under this Agreement, except
fails, without legal excuse, to complete the
14.2  By Buyer. In the event Buyer
made by Buyer will be forfeited to Seller as
purchase of the Property, the Earnest Money deposit
Seller for such failure.
the sole and exclusive remedy available to

to the other pursuant to this Agreement
15.   Notices. All notices to be given by each party
facsimile   deposited in the United States mail, properly                                  or
shall be delivered in person, by
certied or registered mail, return receipt
addressed, postage fully prepaid, for delivery by
facsimile shall be deemed effective upon
requested.  Notices given by personal delivery or
notices
is on a business day and receipt is acknowledged);
receipt (provided notice by facsimile                             Notices may be
effective on the third business day aer deposit.
given by mail shall be deemed                              either party:
and facsimile numbers, until further notice by
given at the following addresses



1 1
.
00365-0890/LEGAL14262406

To Seller:
To Buyer:

Andrea Johnson                 Manager, Aviation Relocations and
Highline School District #401          Acquisitions
Seattle ~Tacoma International Airport
Building A .
P. O. Box 68727
17810 Eighth Avenue South
Seattle, WA 98168
Burien, WA 981484788 .
Fax: 206433-2103
cc: Port of Seattle

cc: Peter Folkins
New Ventures Group              $egiaig$en
500Union St, Suite 900             Sgatgle WA 93111
Seattle, WA 98101                Deliveries: 271 1 AlaSkaIl Way
Seattle, WA 98121
. .
cc: W1111am Green                Fax' 206-7283205
Perkins Coie
1201 Third Avenue, Suite 4000
Seattle, WA 98101

16.   Miscellaneous:

and construed in
16.1  Governing Law. This Agreement shall be goVerned by
'
accordance with the laws ofthe State of Washington.

between the
16.2  Entire Agreement. This Agreement constitutes the entire agreement
p                                                                                         understandings or
the Property and any and all prior agreements,
parties concerning the sale of                                     and are of
matter are hereby canceled in their entirety
representations with respect to its subject
under this Agreement
effect. The parties do not intend to confer any benet
no further force or
other than the parties.
to any person, rm or corporation

of this
or modication
.         16.3    Modication or Amendment. No amendment, change
hereto.
in writing and signed by all of the parties
Agreement shall be valid, unless

than one counterpart,
16.4  Counterparts. This Agreement may be executed in more
each of which shall be deemed an original.

benet 'ofthe
16.5  Successors and Assigns. This Agreement shall bind and inure to the
of the parties. Buyer or Seller shall not assign this
respective successors and permitted assigns
consent
the other party's prior written consent, which
Agreement, or any part thereof, Without
in the other party's sole and absolute discretion.
may be withheld

or legal holiday, then
l6.6  Event Date. If any event date falls on a Saturday, Sunday
until the next business day.
the time for performance shall be extended

1 2
00365-0890/LEGAL14262406

this Agreement will be deemed to have
16.7  Non-Waiver. No term or condition of
condition or the
in writing, and the waiver of any
been waived or amended unless expressed
or any other term
of any subsequent breach of the same
breach of any term will not be a waiver
or condition.

Exhibits and Schedules which
16.8  Exhibits. This Agreement contains the following
Exhibits A, B and C.
and made a part of this Agreement:
are attached

the Property, or
or dealings regarding
16.9  Brokers. Neither party has had any contact
in connection with the subject matter 'of this transaction, through any
any communication                                  or nder's fee
who can claim a right to a commission
licensed real estate broker or other person
this Agreement, except New
the purchase and sale contemplated by
as a procuring cause of
fee will be paid by Buyer in
Ventures Group, Inc., who is a consultant to Buyer, and whose
and hold harmless Seller
accordance with a separate agreement. Buyer shall indemnify, defend
fees and
liabilities, costs or damages (including attorneys
from and against any and all claims,                             related to this
between Buyer and New Ventures Group
costs) arising out of any agreement                a'commission or nder's fee based
a claim for
transaction. If any other broker or nder perfects
whom the broker or nder
dealings or communication, the party through
on any other contract,                                          indemnify,
for that commission or fee and shall
makes his or her claim will be responsible
liability, cost or damages
defend and hold harmless the other party from and against any                .
out of that claim.
(including attorneys' fees and costs) arising

16.10 Time. Time is of the essence of this Agreement.

party shall pay their respective
16.11 Attorneys Fees/Litigation Expenses. Each
In any controversy, claim or dispute
to this Agreement and Closing.
attorneys fees with respect
recover its
the prevailing party shall be entitled to
arising out of, or relating to, this Agreement,
reasonable attorneys' fees.
costs and expenses of suit, including

of the parties and are not a
16.12 Construction. Captions are solely for the convenience
one
as if it had been prepared by
This Agreement shall not be construed
part of this Agreement.
had prepared it.
of the parties, but rather as if both parties

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


1 3 -
00365-0890lLEGAL14262406

indemnications made in this Agreement shall
16.14 Survival. The covenants and
into the Deed and the recordation thereof.
survive the Closing unimpaired and shall not merge
shall
and warranties under Paragraphs 6.6 and 6.8, which
Except for Seller's representations
into the Deed and recordation thereof, the
survive the Closing unimpaired and shall not merge
but shall
in this Agreement shall not merge into the Deed
representations and warranties made
aer the Closing.
survive the Closing unimpaired for a period one (1) year
on
16.15 Offer by Buyer; Approval by Seller. Buyer hereby offers to buy the Property
and understands that Seller can accept this offer only
the terms and conditions contained herein,
If the Port Commission approval is not so
after obtaining approval from the Port Commission.
Seller and returned to Buyer, by October 31,
obtained, and this Agreement is not fully signed by
and withdraw the offer at any time thereafter. Buyer
2009, Buyer may terminate this Agreement
and sale
hereby Withdraws the earlier offer it made for the Property pursuant to a purchase
agreement is
agreement submitted                    and such prior purchase
to Seller on August 14, 2008,
'
'
terminated and of no further force or effect.

Signatures Appear on Next Page













14
00365~0890/LEGAL14262406
.

executed as of
have caused this Agreement to be
IN WITNESS WHEREOF, the parties
the date rst set forth above.

HIGHLINE  SCHOOL  DISTRICT PORT OF SEATTLE:
a Washington
municipal corporation
NO. 401:






















00365-0890/LEGAL14262406.1

EXHIBIT A

LEGAL DESCRIPTION

1/4 OF THE NORTHEAST 1/4 OF
THAT PORTION OF THE SOUTHWEST               FOLLOWS:
RANGE 4 EAST W.M., DESCRIBED AS
SECTION 32, TOWNSHIP 23 NORTH,
OF SAID SUBDIVISION; THENCE
BEGINNING AT THE NORTHWEST CORNER
A
WEST LINE OF SAID SUBDIVISION,
SOUTH 0453'40" WEST ALONG THE
LINE OF THAT CERTAIN REAL
DISTANCE OF 413.95 FEET TO THE SOUTH
SCHOOL DISTRICT NO. 401 UNDER
PROPERTY CONVEYED T0 HIGHLINE
POINT OF BEGINNING.
RECORDING NO. 6697569 AND THE TRUE
SAID SOUTH LINE A DISTANCE OF
THENCE SOUTH 8846'23" EAST ALONG
OF STATE HIGHWAY SR-509, AS
537.23 FEET TO THE WESTERLY MARGIN
BY DEED RECORDED UNDER
CONVEYED TO THE STATE OF WASHINGTON
RECORDlNG N0. 7203090277;
SAID WESTERLY MARGIN OF SR-
THENCE SOUTH 2640'17" WEST ALONG
509, A DISTANCE OF 412.43 FEET;
CONTINUING ALONG SAID WESTERLY
THENCE SOUTH 5502'08" WEST
OR LESS TO A POINT ON THE
MARGIN, A DISTANCE OF 80.46, MORE
WAY SOUTH, SAID POINT BEING
NORTHEASTERLY MARGIN OF DES MOINES
25+50;
OPPOSITE HIGHWAY ENGINEER'S STATION
MARGIN A
THENCE NORTH 50 11' 23" WEST ALONG SAID NORTHEASTERLY
DISTANCE OF 300.00 FEET; .

DISTANCE OF 127.28 FEET;
THENCE NORTH 05 11' 23" WEST A

DISTANCE OF 30.00 FEET TO A POINT,
THENCE NORTH 50 11' 23" WEST A
DISTANCE
HIGHWAY ENGINEER'S STATION 21+00
SAID FONT BEING OPPOSITE
AT RIGHT ANGLES FROM THE
90.00 FEET NORTHEASTERLY, MEASURED
WAY SOUTH;
NORTHEASTERLY MARGIN OF DES MOINES _
TO THE WEST
THENCE SOUTH 68 51' 54" WEST A DISTANCE OF 4.31 FEET
LINE OF SAID SUBDIVISION;

SAID WEST LINE A DISTANCE OF
THENCE NORTH 04 53' 40" EAST ALONG
BEGINNING;
70.72 FEET TO THE TRUE POINT OF
CONVEYED TO THE HIGHLINE
EXCEPT THE WEST 51 FEET THEREOF
RECORDED UNDER RECORDING NO.
SCHOOL DISTRICT NO. 401 , BY DEED
7910300601;


00365-0890/LEGAL14262406.1

Form of Earnest Money Note


Seattle, Washington
$25,000.00
2009
,

lawful money of
FOR VALUE RECEIVED, the undersigned promises to payin
.                                                                            COMPANY, the
the United States to the order of CHICAGO TITLE INSURANCE
to be held as Earnest Money in
amount of TwentyFive Thousand Dollars ($25,000.00)
for the account of The Port
accordance with Section 2.1 of the Agreement dened below,
of Seattle ("Payee").

This note shall be paid as follows:

as that term is
Upon demand, after expiration of the Contingency Period,
that certain
defined in Section 4.4, and otherwise pursuant to the provisions of,
2009 ("Agreement")
Real Estate Purchase and Sale Agreement dated       ,
to certain
between the undersigned, as buyer, and Payee, as seller, with respect
unless (i) Buyer has terminated the
property located in King County, Washington,
the Contingency Period or (ii) the
Agreement on or before the expiration of
has paid
transaction contemplated under the Agreement has closed and Buyer
'
in the Agreement.
Payee the full purchase price as set forth
annum if not
. This note shall bear interest at the rate of fourteen percent (14%) per
paid after demand as above provided. If suit is brought on this note after any default in
and agrees to pay reasonable attorneys' fees
any payment, the undersigned promises
incurred thereby.

of Washington.
This note shall be construed according to the laws of the state
HIGHLINE SCHOOL DISTRICT NO. 401
a Washington municipal corporation

' EXHIBIT C



Form of Bargain and Sale Deed




Return Address




Document Title(s) (or transactions contained therein):
1.  Bargain and Sale Deed

or released: N/A
Reference Number(s) of Documents assigned
(on page __ of documents(s))

and initials):
Grantor(s) (Last name rst, then rst name
1.  PORT OF SEATTLE

document.
2. E Additional names on page __H of

Grantee(S) (Last name first, then rst name and initials):
1.  HIGHLINE SCHOOL DISTRICT NO. 401

2.  1:] Additional names on page #_ of document.

i.e. lot, block, plat or section, township, range)
Legal description (abbreviated:

Full legal is on pages    of document.

Assessor's Property Tax Parcel/Account Number






00365-0890/LEGAL14262406.l

BARGAIN AND SALE DEED

of the State of Washington,
Grantor, the PORT OF SEATTLE, a municipal corporation
and other good and valuable consideration in hand
for and in consideration of Ten Dollar's ($10)
and conveys to
ofwhich are acknowledged, bargains, sells,
paid, receipt and sufciency
known as King County School District
HIGHLINE SCHOOL DISTRICT NO. 401 (formerly
State of Washington ("Grantee"), the real estate,
No. 401), a municipal cmporation ofthe
to the matters
on Exhibit A hereto, subject
situated in King County, Washington described
identied on Exhibit B hereto.

this Deed to those expressed herein and
Grantor expressly limits the covenants of
and does hereby
or other implication,
excludes all covenants arising or to arise by statutory
under
lawfully claiming or to claim by, through or
covenant that against all persons whomsoever
described
forever warrant and defend the real propeity
Grantor and not otherwise, Grantor will
herein.

DATED             20
,

PORT OF SEATTLE
a Washington municipal
corporation


Exhibits A and B]
[Insert acknowledgment and









003650890/LEGAL14262406.l

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