REAL ESTATE PURCHASE AND SALE AGREEMENT REAL ESTATE PURCHASE AND

REAL ESTATE PURCHASE AND SALE AGREEMENT REAL ESTATE PURCHASE AND SALE AGREEMENT (the “Agreement”) made and entered into as of this ___ day of March, 2007 (the “Effective Date”), by and between KING COUNTY RURAL LIBRARY DISTRICT, d/b/a KING COUNTY LIBRARY SYSTEM, a Washington rural library district (“Seller”) and CITY OF SNOQUALMIE, a Washington municipal corporation (“Buyer”). RECITALS A. Pursuant to that certain Cooperative Agreement relating to the Snoqualmie Public Library by and between Buyer and Seller dated March 12, 1973 (the “Cooperative Agreement”), Seller has constructed an approximately 2,116 square foot building on land owned by the Buyer. Seller has operated a public library on the land since 1974. B. Buyer is interested in purchasing, and Seller is interested in selling its interest in the land and library building. NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, and other good and valuable consideration, Seller and Buyer hereby agree as follows: AGREEMENT Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, subject to the terms and conditions set forth herein, the following: ARTICLE I PROPERTY 1.1 Real Property. All of Seller’s right, title and interest in approximately 10,730 square feet of land including a single story 2,116 square foot building and 10 parking spaces currently in use as a public library with a street address of 38550 SE River Street, Snoqualmie, Washington 98065, and more particularly described on Exhibit A attached hereto and by this reference incorporated herein (the “Land”), together with all of Seller’s right, title and interest in and to (a) all rights, privileges and easements appurtenant to the Land, including, without limitation, all minerals, oil, gas and other hydrocarbon substances on and under the Land, all development rights, air rights, water, water rights and any and all easements, rights-of-way and other appurtenances used in connection with the beneficial use and enjoyment of the Land (all of which are collectively referred to as the “Appurtenances”), and (b) all of Seller’s right, title and interest in all improvements, buildings and fixtures currently located on the Land, and used in connection with the ownership, use and operation of the Land, including, but not limited to, fencing, irrigation systems, all bathroom and other fixtures, built-in appliances, lighting fixtures, equipment, draperies, carpeting, awnings, storm windows, doors and screens associated with an existing building on the Land (hereinafter collectively referred to as the “Improvements”). The Land, the Appurtenances and the Improvements are hereinafter referred to collectively as the “Real Property.” 1.2 No Tenant Leases. Seller acknowledges that Buyer intends to acquire the Property free and clear of all leasehold interests of tenants under leases of all or any portion of the Property. Seller represents that there are no leases, licenses or other agreements giving any third party the right to occupy all or any portion of the Property. 1.3 Personal Property. The Property includes all of Seller’s right, title and interest, in any fixtures, building service equipment and built-in appliances presently located on the Real Property, including all shelving for library materials which has been affixed to the walls. The parties agree that the used shelving is being included as part of the sale for the convenience of Seller and has no fair market value. The Property does not include any of Seller’s personal property including library materials, machinery, equipment, or the property listed in Exhibit B attached hereto and by this reference incorporated herein (“Seller’s Personal Property”). 1.4 No Contracts. There are no service contracts being transferred by Seller to Buyer as part of this sale. All of the items described in Sections 1.1 and 1.3 above are hereunder referred to collectively as the “Property.” ARTICLE II PURCHASE PRICE 2.1 Purchase Price. The purchase price for Seller’s interest in the Property (the “Purchase Price”) is One Hundred Fifty-Two Thousand Five Hundred and No/100 Dollars ($152,500), subject to adjustments, if any, as provided for under Article VII of this Agreement. 2.2 Earnest Money. The Buyer has deposited Earnest Money in the amount of Five Thousand Dollars ($5,000), receipt of which is hereby acknowledged by Seller, which shall be held by the Escrow Agent agreed upon by the parties pursuant to Section 6.1 below, and applied to the Purchase Price upon Closing. 2.3 Payment of Purchase Price. The Purchase Price shall be paid in cash or immediately available funds upon Closing. ARTICLE III TITLE TO PROPERTY 3.1 Conveyance by Quit Claim Deed. At Closing, Seller shall execute and deliver to Buyer a Quit Claim Deed (the “Deed”) conveying Seller’s interest in the Property. Buyer shall have the right, in its discretion and at its sole cost to obtain a title insurance policy insuring its interest in the Property. 3.2 Condition of Title. encumbrances created by Seller. Title to the Property shall be free of any monetary liens or ARTICLE IV AS IS SALE Buyer is currently the owner of an undivided one half (½) interest in the Property and acknowledges and agrees that Buyer will be concluding the purchase of Seller’s interest in the Property based upon Buyer’s inspection and investigation of Seller’s interest in Property, its suitability for Buyer’s intended purpose and its knowledge derived from its ownership of the remaining one-half (1/2) interest in the Property. Buyer further acknowledges and agrees that Seller does not make any representations or warranties of any kind, either express or implied, with respect to the Property, including, but not limited to, the use or condition of the Property, compliance with applicable statutes, laws, codes ordinances, zoning, subdivision, building, fire, safety, health or environmental matters. THE SALE OF THE PROPERTY IS MADE ON AN “AS IS” CONDITION AND BASIS WITH ALL FAULTS AND SELLER HAS NO OBLIGATION TO MAKE REPAIRS, REPLACEMENTS OR IMPROVEMENTS TO THE PROPERTY. UPON CLOSING OF THE PROPERTY, BUYER RELEASES SELLER FROM -2- H:\DRS\#HOME\DRS32D 03/21/07 ANY AND ALL CLAIMS CONCERNING THE CONDITION OF THE PROPERTY INCLUDING BUT NOT LIMITED TO ANY AND ALL CLAIMS ARISING FROM ANY HAZARDOUS SUBSTANCES WHICH MAY EXIST ON THE PROPERTY. ARTICLE V CONDITIONS PRECEDENT TO CLOSING 5.1 Seller’s obligation to sell its interest in the Property to Buyer, and Buyer’s obligation to purchase Seller’s interest in the Property under this Agreement is each expressly conditioned on, and subject to satisfaction of, the following conditions precedent: (a) Performance by Buyer. Buyer shall have timely performed all obligations required by this Agreement to be performed by it. (b) Performance by Seller. Seller shall have timely performed all obligations required by this Agreement to be performed by it (c) Representations and Warranties True. The representations and warranties of parties contained herein shall be true and correct as of the Closing Date. (d) Board of Trustee Approval. Within forty-five (45) days following the date of this Agreement but in any event prior to May 11, 2007, Seller shall have obtained all consents and approvals required from its board of trustees to declare Seller’s interest in the Property surplus to its needs and approving the sale of Seller’s interest of the Property to Buyer at the Purchase Price set forth in Article II of this Agreement. (e) City Council Approval. Within forty-five (45) days following the date of this Agreement but in any event prior to May 11, 2007, Buyer shall have obtained all consents and approvals required from the City Council approving the purchase of Seller’s interest of the Property to Buyer at the Purchase Price set forth in Article II of this Agreement. 5.2. Operations Pending Closing. At all times before the Closing, Seller shall manage the Property in a manner consistent with Seller’s past practices; provided, Seller shall not enlarge, expand, renovate or remodel any Improvements presently located on the Property, nor shall it make any capital improvements to the Property; provided, however that nothing contained herein prevents Seller from undertaking normal maintenance of the Property and all Improvements located thereon, or any repair required under applicable laws, fire code regulations or insurance policy provisions. Seller agrees (a) to maintain the Property in its current condition and state of repair (normal wear and tear and casualty loss excepted); (b) to maintain its existing liability, property and casualty insurance on the Property; and (c) to perform all of its material obligations under any licenses and permits that may be applicable to the Property. 5.3 Condition of Title. Seller hereby agrees from and after the date hereof until the Closing, or the termination of this Agreement, that (i) it will take no action that will adversely affect title to or development of the Property; (ii) it will not lease, rent, mortgage, encumber or permit the encumbrance of all or any portion of the Property without Buyer’s prior written consent; and (iii) it will not enter into, modify or extend the term of any written or oral contracts or agreements with respect to the operation of the Property which cannot be cancelled by Buyer on not more than thirty (30) days notice without premium or penalty. Except as otherwise expressly provide herein, if any of the foregoing conditions are not satisfied within the time period herein set forth, or if no time period is specified, prior to the Closing Date, the benefited party shall have the right at its sole discretion either to waive the condition in question and -3- H:\DRS\#HOME\DRS32D 03/21/07 proceed with the sale, or, in the alternative, to terminate this Agreement whereupon this Agreement shall automatically terminate upon receipt of written notice, the Earnest Money shall be returned to Buyer and except as otherwise expressly provided herein neither party hereto shall have any further rights or obligations under this Agreement. ARTICLE VI CLOSING AND ESCROW 6.1 Deposit with Escrow Agent and Escrow Instructions. Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement, with a title company or licensed escrow company mutually acceptable to Seller and Buyer who shall act as escrow agent (“Escrow Agent”). 6.2 Closing. (a) The Closing hereunder (the “Closing”) shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices of Escrow Agent within thirty (30) days after written notice from Seller to Buyer that it is vacating the Property, but in any event not later than July 1, 2008 (the “Closing Date”). The Closing Date may not be otherwise extended without the written approval of Seller and Buyer except as otherwise expressly provided in this Agreement. All documents shall be deemed delivered on the date the Deed is recorded. (b) In the event the Closing does not occur on or before the Closing Date, Escrow Agent shall, unless it is notified by either party to the contrary within five (5) days after the Closing Date, return to the depositor thereof items which may have been deposited hereunder. Any such return shall not, however, relieve either party hereto of any liability it may have for its wrongful failure to close. 6.3 the following: Delivery by Seller. On or prior to the Closing Date, Seller shall deposit with Escrow Agent, (a) The Deed, duly executed and acknowledged by Seller, in recordable form, and ready for recordation on the Closing Date together with a duly executed real estate excise tax affidavit; (b) Affidavit executed by Seller which satisfies the requirements of Section 1445 of the United States Internal Revenue Code regarding foreign investors (the “FIRPTA Affidavit”); (c) Copies of all permits, licenses, and approvals necessary for the occupation, use, operation and maintenance of the Property to the extent in the possession or control of Seller; (d) Such other documents or agreements relating to Seller as shall be reasonably required in connection with this transaction; and (e) Any other documents, instruments, data, records, correspondence or agreements called for hereunder which have not previously been delivered. 6.4 Delivery by Buyer. On or before the Closing Date Buyer shall deposit with Escrow Agent the Purchase Price (as adjusted pursuant to Sections 6.6 and6.7) and shall deposit the following: (a) A duly executed real estate affidavit; (b) Such resolutions, authorizations, certificates or other authority documents or agreements relating to Buyer, as shall be reasonably required in connection with this transaction; and -4- H:\DRS\#HOME\DRS32D 03/21/07 (c) Any other documents, instruments, data, records, correspondence or agreements called for hereunder which have not previously been delivered. 6.5 Other Instruments. Seller and Buyer shall each deposit such other instruments as are reasonably required by Escrow Agent or otherwise required to close the escrow and consummate the purchase of Seller’s interest in the Property in accordance with the terms hereof. 6.6 Prorations. All revenues and all expenses of the Property, including but not limited to special assessments and surface water management charges, rents, water, sewer and utility charges, amounts payable under any service contracts, annual permits and/or inspection fees (calculated on the basis of the respective periods covered thereby), and other expenses normal to the ownership, use, operation and maintenance of the Property shall be prorated as of 12:01 a.m. on the Closing Date. If any of the aforesaid prorations cannot be calculated accurately on the Closing Date, then the same shall be calculated as soon following the Closing Date as possible and either party owing the other party a sum of money based on such subsequent proration(s) shall promptly pay said sum to the other party, together with interest thereon at the rate of twelve percent (12%) per annum from the Closing Date to the date of payment if payment is not made within ten (10) days after delivery of a bill therefor. 6.7 Costs and Expenses. Seller shall pay the real estate excise tax, if any and one-half of the Escrow Agent’s fee. Buyer shall pay all other costs and expenses associated with closing the sale of Seller’s interest in the Property, including, but not limited to the remaining ½ of the escrow fee charged by Escrow Agent, the premium for any title insurance that Buyer elects to obtain and the cost to record the Deed. Each party shall be responsible for the fees and expenses of its legal counsel. Buyer and Seller WAIVE the services of the Escrow Agent in disbursing closing funds to satisfy unpaid utility charges affecting the Property pursuant to RCW 60.80. 6.8 Recordation. On the Closing Date pursuant to joint escrow instructions to be executed by Buyer and Seller, Escrow Agent shall: (a) (b) (c) Record the Deed in the official records of King County, Washington; Deliver the FIRPTA Affidavit described in Section 6.3(b) to Buyer; and Deliver all other documents described in Section 6.3 to Buyer. ARTICLE VII REPRESENTATIONS AND WARRANTIES 7.1 Seller’s Representations. In order to induce Buyer to enter into this Agreement and the transactions contemplated hereby, Seller makes the following representations to Buyer: (a) Tenant Leases. There are no leases, licenses or other agreements granting any person or persons the right to use or occupy the Property or any portion thereof. (b) Litigation. There is no claim, litigation, proceeding or governmental investigation pending, or, so far as is known to Seller, threatened against or relating to Seller, or the Property, or the transactions contemplated by this Agreement, or any dispute arising out of any contract or commitment entered into regarding the Property, nor is there any basis known to Seller for any such action. There is no condemnation proceeding pending against the Property. -5- H:\DRS\#HOME\DRS32D 03/21/07 (c) Compliance with Law. Seller has not received written notification, nor does Seller have any actual knowledge of, any notification from any governmental authority requiring any work to be done on the Property or advising of any condition (including, without limitation, Hazardous Substances) that would affect the use of the Property or any part thereof for commercial or public purposes. (d) Construction Liens. Seller has not authorized the performance of any improvements to be made to the Property which might form the basis of any construction liens. (e) Organization and Authority. Seller is a rural library district validly existing under the laws of the State of Washington. Subject only to obtaining certain internal approvals on or before the date set forth in Section 5, Seller has the full right and authority and has obtained any and all consents required therefore to enter into this Agreement and perform its obligations hereunder and sell its interest in the Property. This Agreement and all of the documents to be executed and delivered by the Seller at the Closing have been and will be authorized and properly executed and delivered and will constitute the valid and binding obligations of the Seller, enforceable in accordance with their terms. 7.2 Buyer’s Representations. In order to induce Seller to enter into this Agreement and sell its interest in the Property to Buyer, Buyer makes the following representations to Seller: (a) Organization and Authority. Buyer is a municipal corporation validly existing under the laws of the State of Washington. Subject only to obtaining certain internal approvals on or before the date set forth in Section 5, Buyer has the full right and authority and has obtained any and all consents required therefore to enter into this Agreement and perform its obligations hereunder and purchase Seller’s interest in the Property. This Agreement and all of the documents to be executed and delivered by the Buyer at the Closing have been and will be authorized and properly executed and delivered and will constitute the valid and binding obligations of Buyer, enforceable in accordance with their terms. (b) Litigation. There is no claim, litigation, proceeding or governmental investigation pending, or, so far as is known to Buyer threatened against or relating to Buyer or the Property, Buyer’s agreement to purchase Seller’s interest in the Property, or the transactions contemplated by this Agreement, or which would have a material adverse effect upon Buyer’s ability to enter into and perform its obligations under this Agreement. ARTICLE VIII RISK OF LOSS; CONDEMNATION 8.1 Eminent Domain. If at any time before the Closing the Property is threatened with condemnation, or legal proceedings are commenced under the power of eminent domain, Seller shall promptly notify Buyer of such fact and furnish Buyer full copies of all pleadings, correspondence and other documents and data pertaining thereto. Buyer shall have the right to terminate this Agreement within sixty (60) days following its receipt of the notice of pending or threatened condemnation upon written notice to Seller and Escrow Agent whereupon this Agreement shall terminate and except as otherwise expressly provided herein, neither party shall have any further rights, duties or obligations under this Agreement. If Buyer does not terminate this Agreement, the Purchase Price shall not be changed, Buyer shall accept the Property in its then condition and except as otherwise expressly provided herein, all condemnation awards payable to Seller by reason of such condemnation shall be paid or assigned to Buyer. If Buyer does not terminate this Agreement, Seller shall use its reasonable best efforts to postpone any definitive proceedings, including without limitation a trial on the merits of the case, until after the Closing Date. Pending the Closing, Buyer shall be entitled to exercise full control of any such -6- H:\DRS\#HOME\DRS32D 03/21/07 threatened legal proceedings, but shall submit to Seller copies of all pleadings, correspondence and other documents and data concerning the same promptly following their submission to appropriate governmental authorities. Following the Closing Date, all damages awarded by the court in connection with any such proceedings, whether awarded before or after the Closing Date shall belong to and be the property of Buyer. If the Closing does not occur for any reason, the condemnation award shall be allocated between the parties in accordance with their respective interests in the Property. Notwithstanding the forgoing, Seller shall have the right to independently claim and recover from the condemning authority, compensation for any loss to which Seller may be put for Seller’s relocation expenses or for the taking of Seller’s trade fixtures, personal property and equipment. 8.2 Loss by Fire of Other Casualty. Buyer shall bear the risk of loss of or damage to the Property prior to the Closing. In the event that prior to Closing the Property is destroyed or materially damaged, Buyer shall not have the right to terminate this Agreement and the Purchase Price shall not be changed thereby, but all proceeds of insurance payable to Seller by reason of such damage or destruction shall be paid to or assigned to Buyer and it is expressly agreed that Seller shall have no responsibility to repair or restore the Property. 8.3 Waste; Alteration of Property. Seller shall not commit waste on the Property, nor shall Seller remove trees or other vegetation (except as provided in Exhibit B hereto), remove coal, minerals or other valuable materials nor shall Seller substantially alter the surface or subsurface of the Property without the express prior written consent of Buyer. ARTICLE IX. POSSESSION Possession of the Property shall be delivered to Buyer on the Closing Date free and clear of all leases, licenses and other rights of parties in possession. Seller shall remove any personal property owned by Seller including, but not limited to, the property described in Exhibit B from the Property and shall, unless Seller and Buyer agree otherwise, terminate all service contracts relating to operation and maintenance of the Improvements. ARTICLE X DEFAULT; REMEDIES 10.1 Event of Default by Seller; Specific Performance. In the event of a material breach or default in or of this Agreement or any of the representations, terms, covenants, conditions or provisions hereof by Seller, Buyer shall have, as its sole and exclusive remedy, the right either to (a) demand and have specific performance of this Agreement; or (b) terminate this Agreement upon written notice without liability to Seller and Escrow Agent, whereupon except as otherwise expressly provided herein, neither party hereto shall have any further rights, duties or obligations under this Agreement. 10.2 Default by Buyer; Sale of Property. In the event of a material breach or default in or of this Agreement or any of the representations, terms, covenants, conditions or provisions hereof by Buyer, Seller and Buyer agree to jointly list the Property for sale with a duly licensed real estate broker for a purchase price of not less than Three Hundred Five Thousand Dollars ($305,000) payable in cash upon Closing. Upon Closing of the sale of the Property, the sales proceeds, less the costs of sale (including a reasonable brokerage commission and other costs of sale, such as recording costs and title and escrow fees) shall be divided equally between the parties. Seller and Buyer agree that Seller’s actual damages in the event of Buyer’s breach would be extremely difficult or impracticable to determine and that the sale of the Property to a third party and division of the net sales proceeds between them has been agreed upon, -7- H:\DRS\#HOME\DRS32D 03/21/07 after negotiation, as the parties’ reasonable estimate of Seller’s damages in the event of Buyer’s breach of its obligations under this Agreement. This provision was specifically negotiated by the parties. Seller: KING COUNTY RURAL LIBRARY DISTRICT, d/b/a/ KING COUNTY LIBRARY SYSTEM, a Washington rural library district By Name Title Buyer: CITY OF SNOQUALMIE, a Washington municipal corporation By Name Title 10.3 Attorneys’ Fees. In the event either party hereto finds it necessary to bring an action at law or other proceeding against the other party to enforce any of the terms, covenants or conditions hereof or any instrument executed pursuant to this Agreement, or by reason of any breach or default hereunder, the party prevailing in any such action or proceeding shall be paid all costs and reasonable attorneys’ fees by the other party and in the event any judgment is secured by such prevailing party all such costs and attorneys’ fees shall be included in any such judgment. The reasonableness of such costs and attorneys’ fees shall be determined by the court and not a jury. 10.4 Other Expenses. If this Agreement is terminated due to the default of a party, then the defaulting party shall pay any fees due to the Escrow Agent for cancellation of escrow or any title commitment. ARTICLE XI MISCELLANEOUS 11.1 Brokers and Finders. Each party represents to the other that no broker has been involved in this transaction. In the event of a claim for broker’s fee, finder’s fee, consulting fee, commission or other similar compensation in connection herewith Buyer, if such claim is based upon any agreement alleged to have been made by Buyer, hereby agrees to indemnify Seller against and hold Seller harmless from any and all damages, liabilities, costs, expenses and losses (including, without limitation, reasonable attorneys’ fees and costs) which Seller may sustain or incur by reason of such claim, and Seller, if such claim is based upon any agreement alleged to have been made by Seller, hereby agrees to indemnify Buyer against and hold Buyer harmless from any and all damages, liabilities, costs, expenses and losses (including, without limitation, reasonable attorneys’ fees and costs) which Buyer may sustain or incur by reason of such claim. The provisions of this Section 11.1 shall survive the termination of this Agreement or the Closing. 11.2 Notices. All notices, demands, requests, consents and approvals which may, or are required to, be given by any party to any other party hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, sent by a nationally recognized overnight delivery service, or if mailed or deposited in the United States mail and sent by registered or certified mail, return receipt requested, postage prepaid to: Seller at: King County Library System 960 Newport Way NW Issaquah, WA 98027-2702 Attn: Kay Johnson -8- H:\DRS\#HOME\DRS32D 03/21/07 Buyer at: City of Snoqualmie P.O. Box 987 Snoqualmie, Washington 98065 Attn: City Clerk or to such other addresses as either party hereto may from time to time designate in writing and deliver in a like manner. All notices shall be deemed complete upon actual receipt or refusal to accept delivery. 11.3 Amendment; Waiver. No modification, termination or amendment of this Agreement may be made except by written agreement or as otherwise may be provided in this Agreement. No failure by Seller or Buyer to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a wavier of any such breach or any other covenant, agreement, term or condition. Any party hereto, by notice and only by notice as provided in Section 11.2 hereof, may, but shall be under no obligation to, waive any of its rights or any conditions to its obligations hereunder, or any duty, obligation or covenant of any other party hereto. No waiver shall affect or alter this Agreement, and each and every covenant, agreement, term and condition of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. All the terms, provisions, and conditions of this Agreement shall inure to the benefit of and be enforceable by the parties’ respective successors and assigns. 11.4 Survival. All provisions of this Agreement which involve obligations, duties or rights which have not been determined or ascertained as of the Closing Date or the recording of the Deed and all representations, warranties and indemnifications made in or to be made pursuant to this Agreement shall survive the Closing Date and/or the recording of the Deed for a period of twelve (12) months. 11.5 Captions; Definitions. The captions of this Agreement are for convenience and reference only and in no way define, limit or describe the scope or intent of this Agreement. All capitalized terms not otherwise defined herein shall have the same meaning as set forth on Exhibit C attached hereto. 11.6 Merger of Prior Agreements. This Agreement and the exhibits hereto constitute the entire agreement between the parties with respect to the purchase and sale of Seller’s interest in the Property and supersedes all prior and contemporaneous agreements and understandings between the parties hereto relating to the subject matter hereof, including, but not limited to, that certain Cooperative Agreement dated March 12, 1973. 11.7 No Joint Venture. It is not intended by this Agreement to, and nothing contained in this Agreement shall, create any partnership, joint venture or other arrangement between Buyer and seller except those of parties to the Cooperative Agreement and as seller and purchaser of real property and landlord and tenant under the Lease. No term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm, organization or corporation not a party hereto, and no such other person, firm, organization or corporation shall have any right or cause of action hereunder. 11.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. 11.9 Negotiation and Construction. This Agreement and each of its terms and provisions are deemed to have been explicitly negotiated between the parties and the language in all parts of this Agreement will, in all cases, be construed according to its fair meaning and not strictly for or against either party. This Agreement has been drafted by counsel to the Seller. Buyer has consulted with independent counsel of its choice prior to execution of this Agreement. -9- H:\DRS\#HOME\DRS32D 03/21/07 11.10 Governing Law; Time. This Agreement and the right of the parties hereto shall be governed by and construed in accordance with the laws of the State of Washington. In the event any action is brought to enforce any of the provisions of this Agreement, the parties agree that jurisdiction shall lie exclusively in the King County Superior Court. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. SELLER: KING COUNTY RURAL LIBRARY DISTRICT, d/b/a KING COUNTY LIBRARY SYSTEM, a Washington rural library district BUYER: CITY OF SNOQUALMIE, a Washington municipal corporation By Name Title By Name Title -10- H:\DRS\#HOME\DRS32D 03/21/07 EXHIBIT A Legal Description of Property Certain real property situated in King County, Washington with a street address of 38550 SE River Street, Snoqualmie, Washington 98065 and more particularly described as follows: Lots 16-19, Block 30, Plat of Snoqualmie Falls, Volume 6 of Plats, page 51, records of King County, Washington A-1 H:\DRS\#HOME\DRS32D 03/21/07 EXHIBIT B Description of Personal Property to be Removed by Seller List of Items that Seller is entitled to remove from the Property Exterior: Exterior Signs with KCLS Brandmark Interior: Seller will remove all furniture, equipment and materials associated with library operations. Shelving or other interior furnishings attached to the walls will be left in the building; any window coverings or other interior furnishings attached to the building will be left. The information technology patch panels, routers, racks and other related IT equipment will be removed. Art work derived from Seller funds or Friends of the Library projects will be removed B-1 H:\DRS\#HOME\DRS32D 03/21/07 EXHIBIT C Definitions The term “Hazardous Substances” shall include without limitation: (i) Those substances included within the definitions of “hazardous substances,” “hazardous materials,” “toxic substances,” or “solid waste” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.) (“CERCLA”), as amended by Superfund Amendments and Reauthorization Act of 1986 (Pub. L. 99-499, 100 Stat. 1613) (“SARA”), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §§ 6901 et seq.) (“RCRA”), and the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 et seq., and in the regulations promulgated pursuant to said laws, all as amended; (ii) Any material, waste or substance which is (A) petroleum, (B) asbestos, (C) polychlorinated biphenyls, (D) designated as a “hazardous substance” pursuant to Section 311 of the Clean Water Act, 33 U.S.C. §§ 1251 et seq. (33 U.S.C. §§ 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. 1317); (E) flammable explosives, (F) radon gas, (G) lead or lead-based paint, (H) radioactive materials, (I) coal combustion by-products, (J) urea formaldehyde foam insulation; or (K) mold; (iii) Those substances defined as “dangerous wastes,” “hazardous wastes” or as “hazardous substances” under the Water Pollution Control Act, RCW 90.48.010 et seq., the Hazardous Waste Management Statute, RCW 70.105.010 et seq., the Toxic Substance Control Act, RCW 70.105B.010 et seq., the Model Toxics Control Act, RCW 70.105D.010 et seq. and the Toxic Substance Control Act, 15 U.S.C., Section 2601 et seq., and in the regulations promulgated pursuant to said laws, all as amended from time to time; and (iv) Such other substances, materials and wastes which are or become regulated as hazardous or toxic under applicable local, state or federal law, or the United States government, or which are classified as hazardous or toxic under federal, state, or local environmental laws or regulations, all as amended from time to time. “Environmental Laws” mean all present and future federal, state or local laws, ordinances, codes, or decrees regulating, relating to or imposing liability or standards of conduct concerning environmental matters, including, but not limited to, matters related to air pollution, water pollution, noise control, Hazardous Substances, soil condition or industrial hygiene. C-1 H:\DRS\#HOME\DRS32D 03/21/07 H:\DRS\#HOME\DRS32D 03/21/07