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<br /> PROPERTY PURCHASE AGREEMENT
<br /> (Colby Avenue &Wall Street, Everett, Washington)
<br /> THIS PROPERTY PURCHASE AGREEMENT ("Agreement") is made and entered
<br /> this day of October, 2008 ("Effective Date"), by and between the CITY OF
<br /> EVERETT, a Washington municipal corporation, ("Seller") and TOUCHSTONE
<br /> CORPORATION, a Washington corporation, AND/OR ASSIGNS ("Purchaser").
<br /> To provide for the purchase and sale of the property herein described, for good and
<br /> valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
<br /> Purchaser and Seller agree as follows:
<br /> 1. PROPERTY TO BE CONVEYED.
<br /> a. Purchase and Sale. Seller shall sell to Purchaser, and Purchaser
<br /> shall purchase from Seller, upon the terms and conditions hereinafter set forth, those
<br /> certain parcels of real property located at the southeast corner of Colby Avenue and
<br /> Wall Street, Everett, Washington, which real property is legally described on Exhibit A
<br /> attached hereto and is shown on the sketch attached hereto as Exhibit B ("Property").
<br /> b. Property Included. The Property shall include the land legally
<br /> described on Exhibit A together with all improvements constructed on the land and all
<br /> rights, privileges and easements appurtenant to the real property, including, without
<br /> limitation, all minerals, oil, gas and other hydrocarbon substances on and under the real
<br /> property, as well as all development rights, air rights, water, water rights, riparian rights,
<br /> and water stock relating to the real property and any rights-of-way or other
<br /> appurtenances used in connection with the beneficial use and enjoyment of the real
<br /> property, and all of Seller's right, title and interest, as Owner of the Property only, in and
<br /> to all roads and alleys adjoining or servicing the real property.
<br /> 2. PURCHASE PRICE.
<br /> a. Purchase Price. The purchase price for the Property shall be One
<br /> Million Six Hundred Thousand and 00/100 Dollars ($1,600,000.00), payable at Closing
<br /> in cash, or by certified, cashier's or bank check or by wired funds, subject to the
<br /> adjustments and prorations as provided for herein ("Purchase Price").
<br /> b. Earnest Money. Within five (5) days following the Effective Date,
<br /> the parties shall open an escrow account ("Escrow") with the Seattle office of First
<br /> American Title Insurance Company located at 2101 Fourth Avenue, Suite 800, Seattle,
<br /> Washington 98121, Attn: Chantale Stiller ("Title Company"). Upon the opening of
<br /> Escrow, Purchaser shall deposit with Title Company an earnest money deposit in the
<br /> amount of Two Hundred Thousand and 00/100 Dollars ($200,000.00) ("Earnest
<br /> Money"). Subject to the terms and conditions of this Agreement, the Earnest Money
<br /> shall become nonrefundable upon Purchaser's satisfaction or waiver of the
<br /> r. �*
<br /> Er�l
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<br /> 50939068.4
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