Kimberly Clark Worldwide Inc 12/28/2005

• AGREEMENT OF PURCHASE AND SALE _I11 ' :EEMENT OF PURCHASE AND SALE("Agreement")is made and entered into as of ttf- Effective Date as hereinafter defined) between Kimberly-Clark Worldwide, Inc., a Delaware car%oration e er"), and the City of Everett,Washington,a municipality organized under the laws of the State of Washington ("Purchaser"), upon the terms and conditions specified herein. stfc ,ems Section 1. Agreement to Sell and Purchase. Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, for the Purchase Price (as hereinafter defined) on and subject to the terms and conditions set forth in this Agreement, the parcel of land described in Exhibit "A" attached hereto and by this reference made a part hereof ("Property"), together with all of Seller's rights and interest, if any, in and to all roads, streets, alleys and easements belonging or appurtenant to the Property. If the attached legal description of the Property is incomplete or inaccurate at the time of execution, this Agreement shall not be invalidated. The Title Company is authorized to insert or attach, after notice to the parties, the correct legal description from the Survey as herein defined. Purchaser understands and acknowledges that the two(2) pedestrian over-pass crosswalks of Seller located on the Property will be retained by the Seller as owner. After reasonable notice to Purchaser, these items of personal property shall be removed by Seller from the Property within twelve (12) months after Closing. Section 2. Purchase Price and Earnest Money. A. The purchase price "Purchase Price")) to be paid by Purchaser to Seller for the Property is Ten Million Five Hundred Forty-Two y Thousand Dollars ($10,542,000.00) based upon $3.75 per square foot of usable land contained within the Property as determined by the square footage calculation set forth in the Survey(as hereinafter defined). Purchaser's obligation to close shall not be contingent upon Purchaser's ability to obtain ancing. Seller and Purchaser acknowledge that this transaction is being entered into under the imminent threat of the exercise of eminent domain by the Purchaser and that in order to avoid condemnation proceedings, Seller is agreeing to this negotiated sale as provided herein. B. The Purchase Price shall be payable as follows: (1) Two Million Six Hundred Fifty Thousand Dollars ($2,650,000.00) of the Purchase Price shall be payable in cash at Closing; and (2) The balance of the Purchase Price shall be paid by Purchaser in accordance with the terms of a promissory note("Note")to be executed and delivered by Purchaser as provided in this Agreement. The Note shall be payable to Seller, shall provide for a maturity date of eighty- • nine months(89)from the date of Closing, shall bear interest at a fixed rate of interest equal to five and forty-five hundredths percent(5.45%)per annum and shall be payable monthly. The Note to be executed by Purchaser at Closing shall be in the form attached hereto as Exhibit"D". To secure the repayment of the Note, Purchaser shall execute and deliver as provided in this Agreement a deed of trust ("Deed of Trust") granting to Seller a first lien against the Property. Such Deed of Trust shall be in the form attached hereto as Exhibit"E". C. Immediately upon the full execution and delivery of this Agreement by both parties, Purchaser shall deliver to Lawyers Title Agency of Washington, Everett Branch, ("Title Company") a copy of this Agreement for escrow and Closing. Purchaser shall provide evidence of such delivery to the Title Company by obtaining Title Company's execution of this Agreement in the signature space provided below and returning a copy to Seller. Page 1