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Oct. 28, 2005

This memorandum summarizes the discussions among Lake Washington Technical College (LWTC), King County (KC) and Lake Washington Youth Soccer Association (LWYSA) concerning the purchase and exchange of certain real estate, and constitutes a non-legally binding memorandum of understanding. The parties intend to document the transactions described herein in a yet-to-be negotiated legally binding definitive agreement that will be signed by all parties and be subject to the approval of their respective boards of directors or governing political bodies, as the case may be.

LWTC and KC will partner together to transfer the County-owned Sixty Acres South property, in addition to cash contributions from LWTC, in exchange for Parcels B and C of the Muller Farm property from the LWYSA. The fair market value of KC’s 60 Acres South and the cash from LWTC shall be equal to the fair market value of Muller Farm Parcels B and C, based on appraisals from an independent appraiser and agreed to by all three parties. The LWYSA would then own Sixty Acres South outright and would develop the site for publicly accessible athletic field use. LWTC and KC would own interests in Parcels B and C in a manner to be determined by the parties, and LWTC would utilize the property for agricultural purposes related to their educational mission.

In addition, KC will amend its lease with LWYSA on Sixty Acres North such that the term is extended to a period no less than 50 years, and capital improvements the LWYSA intends to make, such as an on site storage, maintenance and office facilities, field improvements, drainage, and irrigation are allowed, consistent with all applicable land use regulations.

Each of the parties agrees to pursue the following:

Lake Washington Technical College

LWTC intends to partner with King County to purchase property, through the State Board for Community and Technical Colleges (State Board) and the Higher Education Coordinating Board (HECB), specifically shown in Attachment A and commonly referred to as Muller Farm, Parcels B and C, from LWYSA. LWTC would provide cash in an amount that when coupled with the fair market value of 60 Acres South, would equal the fair market value of Muller Farm Parcels B and C. LWTC will work with King County to specify ownership interests in Parcels B and C. The level of ownership interest for both King County and LWTC will be based on final appraisals and will be commensurate with the level of assets put into the deal by each party. It is anticipated that LWTC will receive underlying fee ownership of Parcel B. Parcel B includes approximately 65 acres, with certain agricultural requirements that attach to the property. Parcel C includes approximately 7.5 acres.

The President of LWTC has received informal approval from the Board of Trustees of LWTC to pursue purchase of this property and will request a formal resolution from the Board of Trustees as soon as possible. It is anticipated that this could happen as early as November 14, 2005.

LWTC will then submit necessary paperwork to the State Board for Community and Technical Colleges. The State Board reviews the request and then acts on approval for purchase of the real estate. LWTC has informally contacted the State Board and it is anticipated that LWTC will present the proposal to acquire this real estate to the State Board on November 30, 2005. Once approved by the State Board, the State Board staff would provide the agenda item together with the appropriate documentation to the HECB for their approval.

King County Department of Natural Resources and Parks

KC will partner with LWTC to purchase Parcels B and C from the LWYSA. KC will transfer all rights, title and interest to Sixty Acres South, specifically shown in Attachment A, to LWYSA as its contribution in the exchange for the transfer of all rights, title and interest to Muller Farm Parcels B and C.

KC will work with LWTC to specify ownership interest in Parcels B and C. The level of ownership interest for both King County and LWTC will be based on final appraisals and will be commensurate with the level of assets put into the deal by each party.

The King County Executive will forward to the County Council legislation approving the surplus of Sixty Acres South as soon as a final agreement is reached among the three parties. It is anticipated that the approval for such exchange of property would be obtained within 60 days of transmittal to the King County Council.

The King County Executive will forward a proposal to the King County Council to amend the current lease at Sixty Acres North extending the length of the lease to at least 50 years, and any amendments necessary to ensure LWYSA is able to make recreation related improvements, including storage for maintenance equipment, field improvements, drainage, irrigation, and storage and office facilities, as may be consistent with all applicable land use regulations.

KC will further grant LWYSA a limited license to use the Muller Farm Parcel C, including the house sited on the lot, for a transitional period during which time LWYSA will obtain approvals and build maintenance facilities at 60 Acres North or 60 Acres South.

Lake Washington Youth Soccer Association

LWYSA will transfer all rights, title and interest in the property commonly referred to as Muller Farm Parcels B and C, and as specifically shown in Attachment A, to LWTC and KC at a mutually agreed price, based upon fair market appraisal(s) for such property. LWYSA will make good faith efforts to finalize the sale of the property as quickly as possible after final approval from the State Board and HECB are received.

LWYSA will grant members of the public, for a fee, reasonable access to 60 Acres South for active recreational uses not incompatible with LWYSA’s program schedule or its maintenance standards and schedule.

All parties agree to operate in good faith to expedite the above expressed understandings in order to facilitate the resolution of the above transactions in a timely manner. It is understood that the expectation of the parties is to complete all the above transactions simultaneously. All parties are interested in resolving the sale and exchanges as soon as practicable. To that end, the parties agree to enter into negotiations in good faith and make every effort to achieve the target goals outlined above.

Dated, this ________ day of October, 2005.

Updated: Oct. 28, 2005

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