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Purchase Sale Agreement Washington

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					           REAL ESTATE PURCHASE AND SALE AGREEMENT
        THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (“Agreement”)
is made and entered into as of the Effective Date (defined in Section 27.15 below) by and
between PIERCE COUNTY, a municipal corporation and political subdivision of the
state of Washington (“Seller”) and ___________________________________________
("Purchaser").

                                                  RECITALS

       WHEREAS Seller owns approximately thirty-one and one-half (311/2) acres of
unimproved real property in Pierce County, Washington commonly known as the Half
Dollar Properties and legally described in Exhibit A ("Half Dollar Properties"); and

        WHEREAS Seller has designated for future development as a multi-purpose
public trail a portion of the Half Dollar Properties commonly known as the Chapman
Trail Connector and legally described in Exhibit B ("Trail Right of Way"); and

        WHEREAS Seller owns certain road and utilities rights of way within and
adjacent to the Half Dollar Properties commonly known as 121st Street East, 122nd
Street East, 123rd St. East, 124th Street East and 90th Avenue East (collectively "Road
Rights of Way") and legally described in Exhibit C; and

       WHEREAS Seller owns approximately two and one-half (21/2) acres of
unimproved real property in Pierce County, Washington adjacent to the Half Dollar
Properties commonly known as Half Dollar Park and legally described in Exhibit D
("Park Property"); and

      WHEREAS the Half Dollar Properties, the Trail Right of Way, the Road Rights
of Way and the Park Property are generally depicted for illustrative purposes only in
Exhibit E; and

        WHEREAS Seller desires to sell to Purchaser, and Purchaser desires to purchase
from Seller, the Half Dollar Properties, upon terms and conditions requiring Purchaser to
construct a residential housing development thereon and to construct and dedicate to
Seller certain other improvements to the Trail Right of Way, the Road Rights of Way and
the Park Property.

       NOW THEREFORE, for and inconsideration of the terms, covenants and
conditions set forth in this Agreement, Seller and Purchaser agree as set forth below.




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                                                AGREEMENT

        1.      Incorporation of Recitals. The above recitals are incorporated herein by
this reference.

        2.      Collective References. Seller and Purchaser may hereinafter be
collectively referred to as “Parties” or individually as “Party.” The Half Dollar
Properties, the Trail Right of Way, the Road Rights of Way and the Park Property may
hereinafter be collectively referred to as "the Properties."

       3.       Purchase and Sale. Seller shall sell and convey to Purchaser, and
Purchaser shall purchase and accept from Seller, upon the terms, covenants and
conditions set forth in this Agreement, all of Seller's right, title and interest in and to the
Half Dollar Properties.

       4.      Purchase Price. The total purchase price for the Half Dollar Properties
("Purchase Price") shall be the sum of ________________________________________
AND NO/100 DOLLARS ($______________) and shall be paid by Purchaser to Seller
through escrow at closing by cashier's check, certified check or wire transfer of
immediately available funds to Closing Agent (defined in Section 5 below).

        5.     Earnest Money Deposit. Within ten (10) business days of the Effective
Date, Purchaser shall deliver a fully executed copy of this Agreement and an Earnest
Money Deposit ("Earnest Money") in the amount of _____________________________
AND NO/100 DOLLARS ($__________) to Ticor Title Insurance Company, 1120
Pacific Avenue, Tacoma, Washington 98402 ("Closing Agent"), to be deposited by
Closing Agent into an interest-bearing account ("Escrow Account"). Closing Agent shall
maintain the Earnest Money in the Escrow Account for the benefit of the Parties in
accordance with the terms, covenants and conditions set forth in this Agreement. Upon
Purchaser's satisfaction or waiver of the Due Diligence Review described in Section 7
below, the Earnest Money shall become non-refundable, except as may be expressly
provided to the contrary elsewhere in this Agreement. The term "Earnest Money" shall
also include any interest earned thereon, which shall accrue for the benefit of Purchaser.
The Earnest Money shall be applied to the Purchase Price at Closing.

        6.      Ratification/Approval Ordinance; Termination. The Parties'
obligations to complete the transactions contemplated by this Agreement are subject to,
and conditioned upon, the Pierce County Council ("Council") passing an ordinance
("Ordinance") in the ordinary course of its business ratifying and approving this
Agreement ("Council Action"). Seller shall, within ten (10) business days from the
Effective Date, submit the Ordinance to the Council for passage. Seller shall, within five
(5) business days from passage of the Ordinance, notify Purchaser thereof in writing
("Notice of Passage of Ordinance"), such notice being conclusive for purposes of this
Agreement that Seller has satisfied this condition. In the event Seller shall fail to deliver
the Notice of Passage of Ordinance to Purchaser within one hundred twenty (120) days
from the Effective Date, this Agreement shall automatically terminate, Closing Agent


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shall promptly refund the Earnest Money, less one-half the cost of terminating the escrow
and any cancellation fee for the Preliminary Commitment (hereinafter defined), together
with accrued interest, if any, to Purchaser, and neither party shall have any further rights
or remedies against the other, except those that expressly survive the termination of this
Agreement.

         7.        Due Diligence.

                7.1     Due Diligence Review. Purchaser’s obligation to complete the
transaction contemplated by this Agreement is subject to and conditioned upon Purchaser
determining, in its sole and absolute judgment and discretion, that it is satisfied with its
due diligence review ("Due Diligence Review") of: (a) The suitability of the Half Dollar
Properties for residential development including, without limitation, the environmental,
geotechnical, physical, zoning and land use aspects thereof; and (b) the cost and expense
of constructing the improvements to the Trail Right of Way, the Road Rights of Way
Improvements and the Park Property required by Sections 12.2 through 12.7 below.

                7.2    Due Diligence Period. Purchaser shall have ninety (90) calendar
days from the Effective Date (“Due Diligence Period”) within which to conduct its Due
Diligence Review of the Properties and to notify Seller in writing of its satisfaction with
or waiver of the Due Diligence Review. In the event Purchaser fails to timely deliver to
Seller written notice of its satisfaction with or waiver of the Due Diligence Review, this
Agreement shall automatically terminate, Closing Agent shall promptly refund the
Earnest Money, less one-half of the cost of terminating the escrow and any cancellation
fee for the Preliminary Commitment, together with accrued interest, if any, to Purchaser,
and neither party shall have any further rights or remedies against the other, except those
that expressly survive termination of this Agreement.

                 7.3      Due Diligence Materials. Seller shall provide to Purchaser, or
make available to Purchaser for inspection, as soon as possible (but in any event no later
than ten (10) business days after the Effective Date) all materials specified below that are
in Seller’s possession ("Due Diligence Materials"). If Seller thereafter discovers any
additional items that should have been included among the Due Diligence Materials,
Seller shall promptly deliver them to Purchaser. The Due Diligence materials shall
include: (a) copies of any existing and proposed easements, covenants, restrictions,
agreements, or other documents that, to Seller's knowledge, affect title to, or Seller's
possession and/or use of, the Properties that are not disclosed in the Preliminary
Commitment; (b) all reports, surveys, plats or plans that, to Seller's knowledge, relate to
the Properties; (c) notice of any existing or threatened litigation that, to Seller's
knowledge, affect or relate to the Properties and copies of any pleadings with respect to
that litigation; (d) all environmental assessment reports with respect to the Properties that,
to Seller's knowledge, were performed during the five (5) years preceding the Effective
Date or that are currently being performed by or for Seller; (e) any governmental
correspondence, orders, requests for information or action and other legal documents that,
to Seller's knowledge, relate to the presence of Hazardous Materials (defined in Section
7.5 below) on, in, under or about the Properties and any other written information relating


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to the environmental condition or potential contamination thereof; and (f) any
preliminary title insurance reports that, to Seller's knowledge, relate to the Properties.

                  7.4    Right of Access. During the Due Diligence Period, Purchaser and
its agents, employees, contractors and consultants shall be afforded reasonable access and
entry onto the Properties to conduct such studies, tests, appraisals, investigations and
inspections as are reasonably necessary to complete the Due Diligence Review. The
foregoing notwithstanding, Purchaser shall request such access and entry from Seller in
writing ("Request for Entry") at least forty-eight (48) hours in advance ("Purchaser's
Request for Entry"). The Purchaser's Request for Entry shall outline in detail the
particular activity to be conducted by Purchaser upon the Properties. All such studies,
tests, appraisals, investigations and inspections shall occur at Purchaser’s sole cost and
expense and shall be performed in a manner not unreasonably disruptive to the
possession, use, occupancy and/or operation of the Properties by Seller or the general
public, as the case may be. Purchaser shall repair any and all damage to the Properties
caused by its studies, tests, appraisals, investigations and inspections and shall indemnify
and hold Seller harmless from any claim, liability, loss or expense including, without
limitation, reasonable attorney fees and disbursements, asserted against Seller or the
Properties arising out of or relating in any way to Purchaser’s entry thereon; provided,
however, that such repair and indemnification shall not cover any claims, demands,
liabilities, liens, judgments, costs or expenses, including, without limitation, reasonable
attorney fees and disbursements, attributable to pre-existing adverse conditions affecting
the Properties or to Seller's sole conduct. Seller may, in its sole and absolute judgment
and discretion, and prior to granting Purchaser's Request for Entry, require Purchaser
and/or Purchaser's agents, employees, contractors and/or consultants to obtain insurance,
post a bond, or provide other reasonable proof of financial security sufficient to ensure
performance of Purchaser's repair and indemnity obligations as set forth in this Section
7.4. Purchaser shall keep confidential all matters it may discover during its investigation
and inspection of the Properties and, except as required by law, shall not disclose such
matters to any third party, other than those assisting Purchaser in its Due Diligence
Review, without Seller's prior written consent (and with written notice to Seller prior to
any legally compelled disclosure). In the event the transaction contemplated by this
Agreement fails to close, Purchaser shall provide to Seller, within ten (10) business days
following termination hereof, copies of all studies, reports, evaluations, inspections and
any other document relating to the Properties prepared by or for Purchaser in conjunction
with its due diligence review that are not subject to the attorney/client privilege. Except
as may be expressly provided to the contrary elsewhere in this Agreement, Seller shall be
under no obligation to correct any deficiency in the Properties identified by Purchaser.

               7.5     Hazardous Materials. As used in this Agreement, the term
“Hazardous Materials” means any hazardous or toxic substances, materials or wastes
including, but not limited to, those substances now or hereafter defined or regulated as a
hazardous substance, hazardous waste, hazardous material, toxic substance, pollutant, or
contaminant under any Environmental Law. As used in this Agreement the term
“Environmental Law” includes any federal, state or local law, regulation or ordinance
governing any substance or material that could cause actual or suspected harm to human


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health or to the environment. During the Due Diligence Period, Purchaser may conduct
such environmental inspections and tests as it deems appropriate to determine the
presence of any Hazardous Materials in, on, under or about the Half Dollar Properties. If,
based upon the results of those inspections and tests, Purchaser determines the condition
of the Half Dollar Properties is unsatisfactory, or if Purchaser believes its ownership of
the Half Dollar Properties would expose it to undue risks of government intervention or
third-party liability, Purchaser may terminate this Agreement by written notice to Seller
on or before expiration of the Due Diligence Period. If, however, based upon the results
of Purchaser’s environmental inspections and tests of the Half Dollar Properties during
the Due Diligence Period, Purchaser determines the condition of the Half Dollar
Properties is acceptable, Purchaser, for itself and its heirs, successors and assigns, shall,
as of the Date of Closing, be conclusively deemed to have released Seller from any and
all claims and/or liabilities Purchaser may have against Seller including, without
limitation, sums paid in settlement of claims, attorney fees, consultant fees and expert
fees, by reason or on account of, or in connection with, or arising out of or in any way
relating to: (a) The presence or suspected presence of Hazardous Materials in, on, under
or about the Half Dollar Properties; or (b) the migration of Hazardous Materials to or
from the Half Dollar Properties; or (c) the violation of any Environmental Law; provided,
however, that said release shall not apply to claims arising from a release of Hazardous
Materials in, on, under or about the Half Dollar Properties by Seller.

         8.      Preliminary Commitment for Title Insurance. Within ten (10) business
days from the Effective Date, Seller shall order from Closing Agent a preliminary
commitment for an owner’s extended coverage policy of title insurance covering the Half
Dollar Properties in the full amount of the Purchase Price (“Preliminary Commitment”),
together with complete and legible copies (to the extent they are available) of any
recorded exceptions identified in Schedule B thereof. Seller shall request of Closing
Agent that the Preliminary Commitment be completed and delivered to all parties listed
in Section 24 below within ten (10) business days from Seller's request. Purchaser shall,
at its sole cost and expense, be responsible for obtaining and delivering an acceptable
survey of the Half Dollar Properties to Closing Agent and for paying any increased cost
or expense associated with the extended coverage policy including, but not limited to, the
excess premium over that charged for a standard coverage policy.

       9.      Approval of Title. Seller and Purchaser shall conduct their review and
approval of the Preliminary Commitment in accordance with the procedures set forth in
Sections 9.1 through 9.4 below.

               9.1     Purchaser’s Title Cure Notice. Purchaser shall have twenty (20)
business days from receipt of the Preliminary Commitment within which to notify Seller
in writing whether, in its sole and absolute judgment and discretion, it disapproves of any
exception in Schedule B thereof ("Purchaser's Title Cure Notice"). All monetary liens or
encumbrances, if any, shall automatically be deemed disapproved. Purchaser's failure to
deliver Purchaser's Title Cure Notice shall, subject to Section 9.4 below, constitute its
unconditional approval of all exceptions in Schedule B except monetary liens or
encumbrances. Exceptions not disapproved by Purchaser shall be “Permitted


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Exceptions.” The Trail Right of Way and the Road Rights of Way shall automatically be
deemed Permitted Exceptions. Seller shall cooperate by delivering to Closing Agent
customary owner’s affidavits required by the Closing Agent in connection with issuing an
extended coverage policy of title insurance.

                9.2      Seller's Title Cure Notice. Seller shall have ten (10) business
days from receipt of Purchaser’s Title Cure Notice within which to notify Purchaser in
writing whether, in its sole and absolute judgment and discretion, it will cure or remove
any exceptions disapproved by Purchaser pursuant to Section 9.1 above ("Seller's Title
Cure Notice"). Notwithstanding Seller's discretion in the foregoing sentence, Seller shall
remove on or before the Date of Closing any and all monetary liens or encumbrances on
the Half Dollar Properties. Except for monetary liens and encumbrances, Seller's failure
to deliver Seller's Title Cure Notice shall constitute Seller's election not to remove any
such exceptions. Seller shall remove all exceptions it elects to remove on or before the
Date of Closing.

                9.3     Purchaser’s Title Termination Notice. If Seller elects not to
remove all exceptions disapproved by Purchaser pursuant to Section 9.1 above, Purchaser
may, in its sole and absolute judgment and discretion, and not later than the expiration of
the Due Diligence Period, elect to terminate this Agreement by written notice to Seller
("Purchaser's Title Termination Notice"), in which case this Agreement shall
automatically terminate, Closing Agent shall promptly refund the Earnest Money, less
one-half of the cost of terminating the escrow and any cancellation fee for the
Preliminary Commitment, together with accrued interest, if any, to Purchaser, and neither
Party shall have any further rights or remedies against the other, except those that
expressly survive the termination of this Agreement. In the event Purchaser fails to
timely deliver Purchaser's Title Termination Notice, disapproved exceptions (except
monetary liens and encumbrances) that Seller has elected to not remove shall become
Permitted Exceptions.

                 9.4    Supplemental Commitments. If any supplement to the
Preliminary Commitment issued after the date of Purchaser’s Title Cure Notice contains
an encumbrance against the Half Dollar Properties other than encumbrances in the initial
Preliminary Commitment or any previous supplements thereto, or materially modifies an
encumbrance contained in the initial Preliminary Commitment or any previous
supplements thereto, Purchaser shall be entitled to disapprove any such matter by written
notice to Seller delivered within five (5) business days from Purchaser’s receipt of any
such supplement. If Purchaser timely disapproves, the provisions of Sections 9.2 and 9.3
above shall apply, except Seller shall have only two (2) business days to deliver its notice
to Purchaser and Purchaser shall have only two (2) business days following receipt of
Seller's notice to make its election.

       10.     Conveyance of Title. Seller shall convey title to the Half Dollar
Properties to Purchaser by Special Warranty Deed ("Special Warranty Deed"), in the
form attached hereto as Exhibit F and by this reference incorporated herein, subject only



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to the Permitted Exceptions and the Deed Restriction set forth in Section 13 below
("Deed Restriction").

       11.       Title Insurance Policy. At Closing, or as soon thereafter as permitted by
Closing Agent, Seller shall deliver to Purchaser an owner's ALTA extended coverage
policy of title insurance (Form B 1970 with 1984 revisions) ("Title Policy") in the
amount of the Purchase Price insuring, as of the Date of Closing, fee simple title to the
Half Dollar Properties in Purchaser free and clear of all liens, encumbrances and defects
except the Permitted Exceptions and the Deed Restriction.

        12.     Development Requirements; Construction of Improvements. As a
material part of the consideration for the purchase and sale of the Half Dollar Properties,
and as an inducement for Seller to sell the Half Dollar Properties to Purchaser upon the
terms, covenants and conditions set forth in this Agreement, Purchaser shall develop the
Half Dollar Properties, and shall construct and dedicate certain improvements to the Trail
Right of Way, the Road Rights of Way and the Park Property in accordance Sections 12.1
through 12.7 below.

               12.1 Development of Half Dollar Properties. Purchaser shall, at its
sole cost and expense and in addition to payment of the Purchaser Price, construct upon
the Half Dollar Properties a residential subdivision ("Project") in accordance with all
applicable current and future zoning and land use laws, rules, ordinances and regulations
including, without limitation, the requirements of Chapter 18J.17 of the Pierce County
Code ("PCC"). The Project shall include a traditional street grid system with no cul-de-
sacs or dead ends and the internal streets within the Project shall tie in to the existing
external county street grid at 121st Street East, 122nd Street East, 123rd Street East,
124th Street East and 90th Avenue East.

               12.2 Trail Right of Way Improvements. Purchaser shall, at its sole
cost and expense and in addition to payment of the Purchase Price, construct upon the
Trail Right of Way, and shall dedicate to Seller upon completion thereof, all of the
improvements set forth in Exhibit G ("Trail Right of Way Improvements"). Purchaser's
construction and dedication of the Trail Right of Way Improvements shall, in accordance
with PCC 18J.17.040I.1.a.(1)(d), result in a reduction of Purchaser's obligation to
construct common open spaces within the Project as required by PCC 18J.17.040G.

                 12.3 Road Right of Way Improvements for 121st Street East.
Purchaser shall, at its sole cost and expense and in addition to payment of the Purchase
Price, construct upon that portion of the 121st Street East right of way located within the
boundaries of the Half Dollar Properties, and shall dedicate to Seller upon completion
thereof, all of the improvements set forth in Exhibit H ("Road Right of Way
Improvements for 121st Street East"); and

               12.4 Road Right of Way Improvements for 122nd Street East.
Purchaser shall, at its sole cost and expense and in addition to payment of the Purchase
Price, construct upon that portion of the 122nd Street East right of way located within the


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boundaries of the Half Dollar Properties, and shall dedicate to Seller upon completion
thereof, all of the improvements set forth in Exhibit I ("Right of Way Improvements for
122nd Street East"); and

                 12.5 Road Right of Way Improvements for 124th Street East.
Purchaser shall, at its sole cost and expense and in addition to payment of the Purchaser
Price, construct upon that portion of the 124th Street East right of way located within the
boundaries of the Half Dollar Properties, and shall dedicate to Seller upon completion
thereof, all of the improvements set forth in Exhibit J ("Right of Way Improvements for
124th Street East"); and

                 12.6 Road Right of Way Improvements for 90th Avenue East.
Purchaser shall, at its sole cost and expense and in addition to payment of the Purchaser
Price, construct upon that portion of the 90th Street East right of way located within the
boundaries of the Half Dollar Properties, and shall dedicate to Seller upon completion
thereof, all of the improvements set forth in Exhibit K ("Right of Way Improvements for
90th Avenue East"); and

               12.7 Park Property Improvements. Purchaser shall, at its sole cost
and expense and in addition to payment of the Purchase Price, construct upon the Park
Property, and shall dedicate to Pierce County upon completion thereof, all of the
improvements set forth in Exhibit L ("Park Property Improvements"). Purchaser's
construction and dedication of the Park Property Improvements shall, in accordance with
PCC 18J.17.040I.1.a.(2)(d), result in a reduction of Purchaser's obligation to construct
common open spaces within the Project as required by PCC 18J.17.040G.

               12.8 Timing of Construction. Purchaser shall construct and dedicate
the improvements to the Trail Right of Way, the Road Rights of Way and the Park
Property described in Sections 12.2 through 12.7 above contemporaneously with its
construction of the infrastructure for the Project ("Project Infrastructure"). For purposes
of this Agreement, "Project Infrastructure" shall include, without limitation, construction
of roadways, sidewalks, curbs, gutters and the installation of utilities. Purchaser shall
commence construction of the Project Infrastructure and the improvements to the Trail
Right of Way, the Road Rights of Way and the Park Property within ____________
(___) calendar days from the Date of Closing and shall work diligently to complete the
same as soon as practicable thereafter; provided, however, that in no event shall said
improvements be completed later than ____________ (____) calendar days from the
Date of Closing.

               12.9 Withholding of Permits. In the event Purchaser fails to timely
complete and dedicate the improvements to the Trail Right of Way, the Road Rights of
Way and the Park Property, Seller may, in its sole and absolute judgment and discretion,
withhold issuance of any and all permits required for Purchaser's further development of
the Project beyond those necessary for construction of the Project Infrastructure until
such time as the improvements to the Trail Right of Way, the Road Rights of Way



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Improvements and the Park Property have been completed and dedicated to Seller in
accordance with the terms of this Agreement.

        13.     Special Warranty Deed; Deed Restriction. The Special Warranty Deed
described in Section 10 above shall contain the following use restriction and reversionary
interest in favor of Seller ("Deed Restriction"), which shall be binding upon Purchaser
and Purchaser's heirs, successors and assigns and shall constitute a covenant running with
the land:

         Grantee, for itself and its heirs, successors and assigns, covenants and agrees as
         follows: (a) The Property shall be used by Grantee for the sole purpose of
         constructing a residential subdivision thereon in accordance with all applicable
         current and future zoning and land use laws, ordinances, rules and regulations
         including, without limitation, the requirements of Chapter 18J.17 of the Pierce
         County Code ("PCC"), and for no other purposes whatsoever without the prior
         written consent of Grantor, which consent may be granted, withheld, conditioned
         or delayed by Grantor in its sole and absolute judgment and discretion; (b)
         Grantee shall, at its sole cost and expense, construct the improvements to the Trail
         Right of Way, the Road Rights of Way and the Park Property described in and
         required by that certain Real Estate Purchase and Sale Agreement ("REPSA")
         made and entered into by and between Pierce County, a municipal corporation
         and political subdivision of the state of Washington, Seller, and ____________,
         Purchaser, with an Effective Date of ____________, a fully-executed copy of
         which was recorded with the Auditor of Pierce County, Washington under
         Auditor's Recording No. _____________; and (c) in the event Grantee fails to
         timely comply with Paragraphs (a) and (b) above, all right, title and interest of
         Grantee in and to the Property shall immediately and automatically revert to and
         become the sole property of Grantor, and Grantee shall forfeit any and all monies
         expended by it with respect to the transactions contemplated by the REPSA.

        14.     Conduct of Business. From the Effective Date until the Date of Closing
or earlier termination of this Agreement, Seller shall: (a) Operate and maintain the Half
Dollar Properties in the ordinary course of its business; (b) not materially violate or
breach any applicable current and future zoning or land use laws, ordinances, rules or
regulations applicable to the Half Dollar Properties, nor commit any waste or nuisance on
the Half Dollar Properties; (c) not enter into any leases, operating contracts, or other
agreements relating to the Half Dollar Properties that have terms extending beyond the
Date of Closing without Purchaser’s prior written consent, which consent may be
granted, withheld, conditioned or delayed by Purchaser in its sole and absolute judgment
and discretion.




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         15.       Representations and Warranties.

                   15.1      By Seller. Seller represents and warrants to Purchaser as follows:

                      15.1.1 Authority. Subject to the Council Action described in
Section 6 above, Seller has full right, title, authority and capacity to execute and perform
this Agreement and to consummate all of the transactions contemplated herein, and the
individual(s) who on Seller’s behalf execute and deliver this Agreement and all
documents to be delivered to Purchaser hereunder are and shall be authorized to do so.

                        15.1.2 Litigation. To the best of Seller's knowledge there are no
actions, suits, proceedings or litigation pending or threatened against Seller in any court
or before any administrative agency that might result in Seller being unable to
consummate the transactions contemplated by this Agreement.

                        15.1.3 Change in Circumstances. If, prior to the Date of
Closing, Seller becomes aware of any fact or circumstance that would change a
representation or warranty made in this Agreement, then Seller shall promptly give
written notice thereof to Purchaser. If Seller gives written notice of any such change, or
if Purchaser otherwise has actual notice of any such change, Purchaser shall have the
option to terminate this Agreement within ten (10) business days from the date Purchaser
receives written notice of the changed fact or circumstance (or the end of the Due
Diligence Period, if later) and to thereafter have the Earnest Money, together with
accrued interest, if any, immediately returned to it and all of Seller's and Purchaser's
obligations under Agreement shall terminate, except those that expressly survive a
termination of this Agreement.

                   15.2      By Purchaser. Purchaser represents and warrants to Seller as
follows:

                       15.2.1 Authority. Purchaser has full right, title, authority and
capacity to execute and perform this Agreement and to consummate all of the
transactions contemplated herein, and the individual(s) who on Purchaser’s behalf
execute and deliver this Agreement and all documents to be delivered to Seller hereunder
are and shall be authorized to do so.

                      15.2.2 Litigation. There is no litigation pending or, to
Purchaser’s knowledge, threatened, against Purchaser before any court or administrative
agency which might result in Purchaser being unable to consummate the transactions
contemplated by this Agreement.

                        15.2.3 Change in Circumstances. If, prior to the Date of
Closing, Purchaser becomes aware of any fact or circumstance that would change a
representation or warranty made in this Agreement, then Purchaser shall promptly give
written notice thereof to Seller. If Purchaser gives written notice of any such change, or
if Seller otherwise has actual notice of any such change, Seller shall have the option to


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terminate this Agreement within ten (10) business days from the date Seller receives
written notice of the changed fact or circumstance (or the end of the Due Diligence
Period, if later) and to thereafter have the Earnest Money, together with accrued interest,
if any, immediately returned to Purchaser and all of Seller's and Purchaser's obligations
under this Agreement shall terminate, except those that expressly survive a termination of
this Agreement.

        16.     Condition of Property. Seller and Purchaser acknowledge and agree
that, except as expressly provided in this Agreement, neither party has made any
statement, representation, warranty or agreement as to any matter concerning the
Properties, the suitability of the Half Dollar Properties for Purchaser's intended uses, or
the cost and expense of constructing any improvement thereto required by and/or
describe in this Agreement. Purchaser represents and warrants to Seller that Purchaser
has made or will make its own independent inspection and investigation of the Properties
and is acquiring the Half Dollar Properties in its present "AS-IS" condition, with all faults
and without any warranty whatsoever, express or implied.

        17.     Foreign Investment in Real Property Tax Act. The parties agree to
comply in all respects with the Foreign Investment in Real Property Tax Act
("FIRPTA"), as set forth in Section 1445 of the Internal Revenue Code and the
regulations issued thereunder (“Regulations”). If Seller is not a “foreign person” as
defined in the Regulations, Seller shall deliver to Purchaser at Closing through escrow a
nonforeign affidavit as prescribed thereby.

         18.       Conditions Precedent to Closing.

               18.1 Purchaser's Conditions. Notwithstanding anything in this
Agreement to the contrary, Purchaser’s obligation to close the sale of the Half Dollar
Properties shall be subject to Purchaser's satisfaction with or waiver of the following
conditions precedent:

                      18.1.1 Due Diligence Review. Purchaser’s approval, as a result
of its Due Diligence Review, of: (a) The suitability of the Half Dollar Properties for
Purchaser's intended uses; and (b) the cost and expense to Purchaser of constructing
improvements to the Trail Right of Way, the Road Rights of Way and the Park Property
as required by and described in this Agreement.

                       18.1.2 Title Policy. The Closing Agent's commitment to issue the
Title Policy described in Section 11 above;

                       18.1.3 Closing Deliveries. Seller's delivery to Closing Agent, on
or before the Date of Closing, the documents described in Section 20.1 below; and

                       18.1.4 Other Conditions. Satisfaction or waiver, on or before the
Date of Closing, of all other conditions to Closing for the benefit of Purchaser as set forth
in this Agreement.


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                18.2 Seller's Conditions. Notwithstanding anything in this Agreement
to the contrary, Seller’s obligation to complete the transactions contemplated by this
Agreement shall be subject to Seller's satisfaction with or waiver of the following
conditions precedent:

                      18.2.1 Legal Requirements. Seller's satisfaction of any and all
requirements under state statutes and county codes, rules and regulations for the sale of
county-owned Property;

                       18.2.2 Ordinance. Passage of the Ordinance by the Council
pursuant to Section 6 above ratifying and approving the transactions contemplated by this
Agreement;

                       18.2.3 Title Policy. The Closing Agent's commitment to issue the
Title Policy described in Section 11 above;

                      18.2.4 Due Diligence Review. Purchaser’s approval, as a result
of its Due Diligence Review, of: (a) The suitability of the Half Dollar Properties for
Purchaser's intended uses; and (b) the cost and expense to Purchaser of constructing
improvements to the Trail Right of Way, the Road Rights of Way and the Park Property
as required by and described in this Agreement.

                      18.2.5 Earnest Money. Deposit with Closing Agent of the
Earnest Money on or before ten (10) business days from the Effective Date in accordance
with Section 5 above;

                       18.2.6 Closing Deliveries. Seller's delivery to Closing Agent, on
or before the Date of Closing, the documents and monies described in Section 20.2
below; and

                       18.2.7 Other Conditions. Satisfaction or waiver, on or before the
Date of Closing, of all other conditions to Closing for the benefit of Seller as set forth in
this Agreement.

                 18.3 Failure or Waiver of Conditions Precedent. In the event any of
the conditions precedent set forth in this Section 18 are not satisfied or waived by the
party intended to be benefited thereby, this Agreement shall terminate and the Earnest
Money, together with accrued interest, if any, shall be immediately returned to Purchaser
and all of Seller's and Purchaser's obligations under Agreement shall terminate, except
those that expressly survive a termination of this Agreement. Either party may, at its
election, at any time or times on or before the date (and, if indicated, the time) specified
for the satisfaction of the condition, waive in writing the benefit of any of the conditions
set forth in this Section 18. In any event, Purchaser’s consent to the closing of the
transactions contemplated by this Agreement shall waive any remaining unfulfilled
conditions for its benefit.



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        19.     Date of Closing; Possession. "Date of Closing" shall mean the date upon
which the Special Warranty Deed is recorded by Closing Agent and the proceeds of sale
are legally available for disbursement to Seller. Closing shall take place at the offices of
Closing Agent, or at such other place as Seller and Purchaser may mutually agree in
writing, within ten (10) business days following waiver or satisfaction of all of the
Conditions to Closing set forth in Section 18 above, but in no event later than
____________________ ("Outside Closing Date"). Seller and Purchaser agree to
execute and deliver to Closing Agent such closing escrow instructions as may be
necessary to implement and coordinate the Closing as set forth in this Agreement.
Purchaser shall be entitled to possession of the Half Dollar Properties on the Date of
Closing. If this transaction fails to close by the Outside Closing Date, the non-defaulting
party (or in the event the failure to close is not due to the default of a party, then either
party) may terminate this Agreement by giving written notice of the same to the other
party, and neither party shall have any further rights or remedies against the other, except
those that expressly survive the termination of this Agreement.

      20.    Closing Deliveries. On or before the Date of Closing the following
documents and monies shall be delivered to Closing Agent:

               20.1 By Seller. The following, duly executed and acknowledged by
Seller and/or any other party as may be required hereunder: (a) the Special Warranty
Deed; (b) a Real Estate Excise Tax Affidavit relating to the Special Warranty Deed; (c) a
FIRPTA nonforeign affidavit; and (d) any and all other documents as may be required by
Closing Agent consistent with the provisions of this Agreement or which may be
necessary on or following Closing to consummate the transactions contemplated by this
Agreement.

               20.2 By Purchaser. The following, duly executed and acknowledged
by Purchaser and any other party as may be required thereunder: (a) a Real Estate Excise
Tax Affidavit relating to the Special Warranty Deed; (b) the Purchase Price and any other
funds as may be required in order to close hereunder; and (c) any and all other documents
and monies as may be required by Closing Agent consistent with the provisions of this
Agreement or which may be necessary on or following the Date of Closing to
consummate the transactions contemplated by this Agreement.

        21.     Closing Costs; Prorations. In connection with the Closing, Seller shall
pay the premium for an owner’s standard coverage policy of title insurance, one-half the
escrow fee, its own attorney fees, and all other costs and expenses allocated to Seller
pursuant to the terms of this Agreement. In connection with the Closing, Purchaser shall
pay the cost of any extended title coverage or title endorsements requested by Purchaser,
the cost of a lender’s title insurance policy, if any, the cost of recording the Special
Warranty Deed, one-half the escrow fee, its own attorney fees, and all other costs and
expenses allocated to Purchaser pursuant to the terms of this Agreement. Purchaser shall
pay all expenses of financing, if any. Any liens, assessments or charges imposed by law
upon the Half Dollar Properties shall be prorated as of the Date of Closing, with such
prorations to be a final settlement between the parties. Seller and Purchaser agree that, to


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the extent items are prorated or adjusted at Closing on the basis of estimates, or are not
prorated or adjusted at Closing pending actual receipt of funds or compilation of
information upon which such prorations or adjustments are to be based, each of them
will, upon a proper accounting, pay to the other such amounts as may be necessary such
that Seller shall receive the benefit of all income and shall pay all expenses of the Half
Dollar Properties prior to the Date of Closing and Purchaser shall receive all income and
shall pay all expenses of the Half Dollar Properties after the Date of Closing. If
Purchaser receives any bill or invoice which relates to periods prior to the Date of
Closing, Purchaser shall refer such bill to Seller and Seller agrees to pay, promptly upon
receipt, such a portion of the bill or invoice as relates to the period prior to the Date of
Closing for which it is responsible. If Seller does not pay such bill in a timely manner,
Purchaser may, at its option, pay such bill or invoice and Seller shall become liable to
Purchaser for the full amount thereof.

        22.     Casualty/Adverse Change in Condition. Risk of loss of or damage to
the Half Dollar Properties shall be borne by Seller until the earlier of the Date of Closing
or the date on which Purchaser takes possession of Half Dollar Properties, and risk of loss
of or damage to the Half Dollar Properties shall be borne by Purchaser thereafter. In the
event of a material loss of or damage to the Half Dollar Properties prior to the Date of
Closing, or in the event of a material adverse change in the condition of the Half Dollar
Properties prior to the Date of Closing, Seller shall promptly notify Purchaser in writing.
Purchaser may elect in its sole and absolute judgment and discretion, by notice in writing
to Seller within thirty (30) days from Seller's notice or, if Seller does not notify
Purchaser, within thirty (30) days from the time Purchaser otherwise has actual notice of
the material loss or damage or material adverse change, either to terminate this
Agreement or to purchase the Half Dollar Properties in the condition existing on the Date
of Closing. If Purchaser does not give such notice, Purchaser shall be deemed to have
elected to proceed with the purchase. If a loss or casualty or other material adverse
change occurs prior to the Date of Closing and Purchaser elects to purchase the Half
Dollar Properties, Seller shall assign to Purchaser on the Date of Closing Seller’s interest
in any proceeds of any casualty and other insurance covering the Half Dollar Properties
and carried by or for the benefit of Seller (together with a cash payment or credit equal to
the deductible amount payable under such insurance).

        23.     Condemnation. If, prior to the Date of Closing all or, any portion of the
Half Dollar Properties is taken by, or made subject to, condemnation, eminent domain or
other governmental acquisition proceedings, then Purchaser, in its sole and absolute
judgment and discretion, may elect either: (a) to terminate this Agreement by written
notice to Seller given within thirty (30) days from Seller’s receipt of written notice of
such action, whereupon neither party shall have any further rights or obligations under
this Agreement, except those which expressly survive termination of this Agreement; or
(b) to agree to close and deduct from the Purchase Price an amount equal to any sum paid
to Seller for such governmental acquisition.

        24.     Notices. Wherever in this Agreement notice is required to be given, such
notice shall be in writing, addressed to the person entitled to such notice, and shall be sent


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by either: (a) United States mail, return receipt requested; (b) recognized overnight
express service which customarily maintains a contemporaneous permanent delivery
record; or (c) fax to the address of such person as set forth in this Agreement, or such
address or addresses designated in writing from time to time. The notice shall be deemed
delivered on the earlier of: (a) Three (3) business days from deposit in the United States
mail; (b) the delivery date as shown in the regular business records of the overnight
courier service; or (c) the date of automatic confirmed receipt by the recipient’s fax, as
the case may be. Notices shall be sent to:

         To Seller:                    Pierce County Facilities Management Department
                                       ATTN: Real Property Specialist
                                       955 Tacoma Avenue South, Suite 212
                                       Tacoma, WA 98402
                                       Telephone: 253-798-6200
                                       Facsimile:    253-798-7401

         Copy to:                      Pierce County Prosecuting Attorney/Civil Division
                                       955 Tacoma Avenue South, Suite 301
                                       Tacoma, WA 98402-2160
                                       Telephone: 253-798-6732
                                       Facsimile:    253-798-6713

         To Purchaser:                 ______________________________
                                       ______________________________
                                       ______________________________
                                       Telephone: ___-___-____
                                       Facsimile:  ___-___-____

         Copy to:                      ______________________________
                                       ______________________________
                                       ______________________________
                                       Telephone: ___-___-____
                                       Facsimile:  ___-___-____

         To Closing Agent:             Ticor Title Insurance Company
                                       1120 Pacific Avenue
                                       Tacoma, WA 98402
                                       Telephone:     253-383-1476 (Receptionist)
                                                      253-383-0051 (Title)
                                                      253-383-0132 (Escrow)
                                       Facsimile:     ___-___-____

Any party, by written notice to the other in the manner herein provided, may designate an
address different from that set forth above. Any notices sent by a party’s attorney on
behalf of such party shall be deemed delivered by such party.



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        25.     Agency Disclosure/Brokerage Commissions. Neither party has had any
contact or dealing regarding the Half Dollar Properties, or any communication in
connection with the subject matter of this Agreement, through any licensed real estate
broker or other person who can claim a right to a commission or finder's fee as a
procuring cause of the purchase and sale contemplated by this Agreement, except
____________________ whom, through ____________, has acted as exclusive
representative of Purchaser (Purchaser's Broker"). Purchaser agrees to pay a sales
commission to Purchaser's Broker through escrow at closing in the amount of
__________________________ AND NO/100 DOLLARS ($_______________). The
sales commission shall be the sole obligation of Purchaser and shall be the sole means by
which Purchaser's Broker is compensated for any and all services rendered with regard to
the transaction contemplated by this Agreement. If any other broker or finder perfects a
claim for a commission or finder's fee based upon any other contract, dealing or
communication, the party through whom the broker or finder makes his or her claim shall
be responsible for that commission or fee and shall indemnify, defend and hold harmless
the other party from and against any liability, cost or damage (including costs and
attorney fees), arising out of or in any way relating to that claim. Seller and Purchaser
acknowledge receipt from Purchaser's Broker, prior to signing this Agreement, copies of
a pamphlet entitled “The Law of Real Estate Agency.”

         26.       Events of Default; Remedies.

                26.1 By Seller. In the event of a default under this Agreement by Seller
(including a breach of any representation, warranty or covenant), Purchaser shall be
entitled: (a) to seek specific performance of Seller's obligations under this Agreement; or
(b) to terminate this Agreement by written notice to Seller and Closing Agent. If
Purchaser terminates this Agreement in accordance with this Section 26, the escrow shall
be terminated, the Earnest Money, together with accrued interest, if any, shall be
immediately refunded to Purchaser, all documents shall be immediately returned to the
party who deposited them, and neither party shall have any further rights or obligations
under this Agreement except those that expressly survive termination hereof. Seller shall
pay the cost of terminating the escrow and any cancellation fee for the Preliminary
Commitment.

               26.2 By Purchaser. In the event of a default under this Agreement by
Purchaser (including a breach of any representation, warranty or covenant), Seller may
declare this Agreement terminated in writing, in which case the Earnest Money, together
with accrued interest, if any, shall be forfeited to Seller as the sole and exclusive remedy
available to Seller for such failure and neither party shall have any further rights or
obligations under this Agreement except those that expressly survive termination hereof.

         27.       Miscellaneous.

                27.1 Attorneys’ Fees/Venue. The substantially prevailing party in any
action or proceeding between the parties for the enforcement of this Agreement shall be
entitled to recover reasonable attorney fees and expenses (including, without limitation,


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reasonable attorney fees and expenses incurred in appellate proceedings, or in any action
or participation in, or in connection with, any case or proceeding under the Bankruptcy
Code, and expenses for witnesses (including expert witnesses), in addition to all other
relief to which it may be entitled. The venue of any action arising out of or relating to
this Agreement shall be in the Superior Court of Pierce County, Washington.

                27.2 Negotiation and Construction. This Agreement was negotiated
by the parties with the assistance of their own legal counsel and shall be construed
according to its fair meaning and not strictly for or against either party.

               27.3 Time. Time is of the essence of this Agreement and of every term
and provision hereof.

              27.4 Entire Agreement. This Agreement constitutes the entire
agreement of the Parties with respect to the Properties and supersedes all written or oral
agreements or understandings, if any. This Agreement may be modified only in writing
signed by both Parties.

              27.5 Construction. This Agreement shall be construed and interpreted
in accordance with the laws of the state of Washington.

               27.6 Performance. If the date for any performance under this
Agreement falls on a weekend or holiday, the time shall be extended to the next business
day.
               27.7 Counterparts. This Agreement may be signed in two or more
counterparts, which taken together shall constitute the complete Agreement.

               27.8 Facsimile. Signature by the Parties transmitted via facsimile to all
transaction documents, including this Agreement, shall be acceptable and binding.

               27.9 Recording. This Agreement, together with all Exhibits hereto,
shall be recorded at Closing.

               27.10 Survival of Provisions. The covenants, representations,
agreements, terms and provisions contained herein shall survive the Closing and shall not
be deemed to have merged with or into the Special Warranty Deed.

                27.11 Invalid Provision. If any provision of this Agreement is held to
be illegal, invalid or unenforceable under present or future laws, such provision shall be
fully severable; this Agreement shall be construed and enforced as if such illegal, invalid
or unenforceable provision had never comprised a part of this Agreement; and the
remaining provisions of this Agreement shall remain in full force and effect and shall not
be affected by such illegal, invalid or unenforceable provision or by its severance from
this Agreement.




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               27.12 Assignment. This Agreement shall not be assigned by Purchaser
without the prior written consent of Seller, which consent may be granted, withheld,
condition or delayed by Seller in its sole and absolute judgment and discretion.

               27.13 Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their heirs, successors and assigns.

              27.14 Exhibits. The following exhibits are attached to and by this
reference made part of this Agreement as if fully set forth herein:

         Exhibit A           -         Legal Description of Half Dollar Properties
         Exhibit B           -         Legal Description of Trail Right of Way
         Exhibit C           -         Legal Descriptions of Road Rights of Way
         Exhibit D           -         Legal Description of Park Property
         Exhibit E           -         Illustrative Area Map
         Exhibit F           -         Form Special Warranty Deed
         Exhibit G           -         Trail Right of Way Improvements
         Exhibit H           -         Road Right of Way Improvements for 121st Street East
         Exhibit I           -         Road Right of Way Improvements - 122nd Street East
         Exhibit J           -         Road Right of Way Improvements - 124th Street East
         Exhibit K           -         Road Right of Way Improvements - 90th Avenue East
         Exhibit L           -         Park Property Improvements

               27.15 Effective Date. "Effective Date" shall mean the date upon which
Seller's County Executive has executed this Agreement as indicated opposite his name
below.

SELLER/PIERCE COUNTY:                                  PURCHASER/_________________:

Approved as to legal form only:


_______________________________                        By:____________________________
Deputy Prosecuting Attorney Date                                                  Date

Recommended:


________________________________
Director, Facilities Management Date


________________________________
Director, Public Works      Date




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________________________________
Director, Budget & Finance  Date

Final Action:


________________________________
Pierce County Executive     Date

              [ACKNOWLEDGEMENTS APPEAR ON FOLLOWING PAGE]




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STATE OF WASHINGTON )
                    ) ss.
COUNTY OF PIERCE    )

        On this ____ day of ________________, 20____, before me, the undersigned, a
notary public in and for the state of Washington, duly commissioned and sworn,
personally appeared ______________________________, known to me to be the
Executive of Pierce County, a municipal corporation and political subdivision of the state
of Washington, who executed the within and foregoing instrument and acknowledged the
said instrument to be the free and voluntary act and deed of said corporation, for the uses
and purposes therein mentioned, and on oath stated that he/she is authorized to execute
the said instrument.
        In witness whereof, I have hereunto set my hand and affixed my official seal the
day and year first above written.

_____________________________________________
NOTARY SIGNATURE

PRINTED NAME _____________________________
NOTARY PUBLIC IN AND FOR THE STATE OF WASHINGTON,
RESIDING AT ________________________________
MY COMMISSION EXPIRES ___________________

STATE OF WASHINGTON )
                     ) ss.
COUNTY OF __________ )

        On this ____ day of ________________, 20____, before me, the undersigned, a
notary public in and for the state of Washington, duly commissioned and sworn,
personally appeared ______________________________, known to me to be the
_______________________ of _______________________ a ____________ , who
executed the within and foregoing instrument and acknowledged the said instrument to be
the free and voluntary act and deed of said ____________, for the uses and purposes
therein mentioned, and on oath stated that he/she is authorized to execute the said
instrument.
        In witness whereof, I have hereunto set my hand and affixed my official seal the
day and year first above written.

_____________________________________________
NOTARY SIGNATURE

PRINTED NAME _____________________________
NOTARY PUBLIC IN AND FOR THE STATE OF WASHINGTON,
RESIDING AT ________________________________
MY COMMISSION EXPIRES ___________________



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                                                EXHIBIT A
                            Legal Description of Half Dollar Properties


That portion of Tracts 137, 138, 139, 140, 149, 150, 151, 152, 169, 170, 171,
172, 181, 182, 183 and 184, Half Dollar Berry Tracts recorded in volume 10
of plats at page 51, records of Pierce County, Washington lying southerly of
the South line of that portion of Tracts 137, 138, 139, and 152 deeded to the
City of Tacoma under AFN Nos. 1118010 and 1118012,

TOGETHER WITH that portion of 90th Avenue East vacated by Ordinance
No. 92-64.

EXCEPT that portion of Tracts 152, 184 and 169 deeded to Pierce County
for 94th Avenue East under Auditor’s file number 200607241080.

Situate in the county of Pierce, state of Washington.

TAX PARCEL NUMBERS: 432000-209-0 and 432000-164-1




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                                                 EXHIBIT B
                               Legal Description of Trail Right of Way




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                                                EXHIBIT C
                             Legal Descriptions of Road Rights of Way




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                                                EXHIBIT D
                                  Legal Description of Park Property




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                                                 EXHIBIT E
                                           Illustrative Area Map




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                                                 EXHIBIT F
                                      Form Special Warranty Deed




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                                                EXHIBIT G
                                   Trail Right of Way Improvements




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                                                EXHIBIT H
                     Road Right of Way Improvements for 121st Street E.




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                                                 EXHIBIT I
                   Road Right of Way Improvements for 122nd Street East




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                                                 EXHIBIT J
                     Road Right of Way Improvements for 124th Street E.




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                                                EXHIBIT K
                     Road Right of Way Improvements for 90th Avenue E.




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                                                 EXHIBIT L
                                      Park Property Improvements




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