1B
ASSIGNMENT OF RIGHTS UNDER
REAL ESTATE PURCHASE AND SALE AGREEMENT
AND BROKERAGE COMMISSION AGREEMENT
WAHL & ASSOCIATES, INC., a Washington corporation ("Wahl"), hereby assigns
to EAGLE HARDWARE & GARDEN, INC., a Washington corporation ("Eagle"), and Eagle
accepts, all of Wahl's right, title and interest (except any right to receive
payment of a brokerage commission) in and to that certain Real Estate Purchase
and Sale Agreement between Metropolitan Park District of Tacoma, a municipal
corporation, as seller ("Seller"), and Wahl, as buyer, executed by Seller on
April 1, 1996, as amended, concerning certain real property located in Pierce
County, Washington ("Park Sale Agreement"). A true and complete copy of the
Park Sale Agreement is attached as EXHIBIT A.
Eagle expressly assumes and agrees to perform all of Wahl's obligations
under the Park Sale Agreement and to indemnify, defend and hold Wahl harmless
from any and all claims, liabilities or expenses arising under or relating to
the Park Sale Agreement. Wahl's assignment to Eagle of Wahl's interest under
the Park Sale Agreement is "AS-IS" and Wahl makes no representation or warranty
to Eagle concerning the real property which is the subject matter of the Park
Sale Agreement including but not limited to the feasibility of development of
any of such property by Eagle.
In consideration of this assignment of the Park Sale Agreement by Wahl to
Eagle and for services rendered, Eagle shall pay to Wahl upon the closing of the
Park Sale Agreement (or the closing of Eagle's purchase of the real property
described in the Park Sale Agreement under any other terms) a real estate
brokerage commission in the sum of sixty-four thousand dollars ($64,000).
Wahl is hereby authorized to communicate with any closing agent concerning the
closing of the Park Sale Agreement for purposes of coordinating payment to Wahl
of such commission.
In the event of litigation between the parties hereto, declaratory or
otherwise, in connection with this instrument, the prevailing party shall
recover its costs and attorneys' fees actually incurred including those incurred
before filing suit, which shall be determined and fixed by the court as part of
the judgment. The parties covenant and agree that they intend by this paragraph
to compensate for attorneys' fees actually incurred by the prevailing party to
the particular attorneys involved at such attorneys' then normal hourly rates
and that this paragraph shall constitute a request to the court that such rate
or rates be deemed reasonable.
ASSIGNMENT OF RIGHTS UNDER
REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 1
AND BROKERAGE COMMISSION AGREEMENT APRIL 11, 1996
This instrument contains the entire agreement between the parties. The
provisions of this instrument shall inure to the benefit of, and shall be
binding upon, the successors in interest and assigns of the respective parties
hereto. This instrument may not be amended, modified, altered, or changed in
any respect whatsoever, except by further agreement in writing duly executed by
all the parties hereto.
WAHL & ASSOCIATES, INC.,
a Washington corporation
Date 6 Aug 96 By /s/Arthur L. Wahl
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Its President
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EAGLE HARDWARE & GARDEN, INC.,
a Washington corporation
Date August 12, 1996 By /s/ Richard T. Takata
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Its
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Seller hereby acknowledges receipt of a copy of this Assignment, accepts Eagle
Hardware & Garden, Inc. as the Buyer under the Park Sale Agreement in lieu of
Wahl & Associates, Inc., and releases Wahl & Associates, Inc., from any further
liability or obligation under the Park Sale Agreement.
METROPOLITAN PARK DISTRICT OF TACOMA,
a municipal corporation,
Date By
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Neil A. Ofsthun, Its Executive Director
ASSIGNMENT OF RIGHTS UNDER
REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 2
AND BROKERAGE COMMISSION AGREEMENT APRIL 11, 1996
EXHIBIT A
PARK SALE AGREEMENT