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ECD13-277 - Original - Soundbuilt NW, LLC - Tract A Top of the Hill - Parcel #866250040 - 12/16/2013
i % �� Records M e m e* { KEN0H t Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed, if you have questions, please contact City Clerks Office. Vendor Name: SoundBuilt NNW-, LLC JD Edwards Number Contract Number: This is assigned by Deputy City Clerk i Description:_ Purchase and Sale Agreement Detail: Tract A Top of the Hill (Parcel #866250040) Project Name: Top of the Hill Property Contract Effective Date: 12/16/13 Termination Date: Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Kurt Hanson Department: ECD/Econ Development Abstract: .Z 1 12110{t � I S:Public\RecordsManagement\Forms\ContractCover\ADCL7832 07102 I ©Commerclal Brokers Association - 2011 ALL RIGHTS RESERVED CBA Form PS_1A Purchase&Sale Agreement Rev.112011 Page 1 of 13 COMMERCIAL&INVESTMENT REAL ESTATE PURCHASE&SALE AGREEMENT This has been prepared for submission to your attorney rorreview and approval pnorto signing.No representation is made by licensee as to its sufficiency or tax consequences Reference Date: December 10 2013 Soundbuilt NW LLC ("Buyer")agrees to buy and The City of Kent A Washington Municipal Corporation ("Seller") agrees to sell, on the following terms, the commercial real estate and all Improvements thereon (collectively, the "Property") commonly known as TRACTA TOP OF THE HILL(PARCEL#8662800420) in the City of Kent King County, Washington, legally described on attached Exhibit A. The Reference Date above is intended to be used to reference this Agreement, and is not the date of"Mutual Acceptance." Mutual Acceptance is defined in Section 23 below. 1. PURCHASE PRICE.The total purchase price is Seventy Thousand Dollars ($ 70A00.00 ) payable as follows (check only one): X All cash at closing with no financing contingency. ❑ All cash at closing contingent on new financing In accordance with the Financing Addendum (attach CBA Form PS_FIN). ❑ $ OR % of the purchase price in cash at closing with the balance of the purchase price paid as follows (check one or both, as applicable): ❑ Buyer's assumption of the outstanding principal balance as of the Closing Date of a first lien note and deed of trust(or mortgage), or real estate contract, in accordance with the Financing Addendum (attach CBA Form PS FIN); ❑Buyer's delivery at closing of a promissory note for the balance of the purchase price, secured by a deed of trust encumbering the Property, in accordance with the Financing Addendum (attach CBA Form PS—FIN). ❑ Other: 2. EARNEST MONEY. The earnest money in the amount of$ 5,000.00 shall be in the form of [']Cash ❑Personal check X Promissory note (attached CBA Form EMN) ❑Other: The earnest money shall be held by ❑ Selling Firm X Closing Agent. Selling Broker may, however, transfer the earnest money to Closing Agent. Buyer shall deliver the earnest money no later than: ❑ days after Mutual Acceptance. X On the last day of the Feasibility Period defined in Section 5 below. ❑ Other: If the earnest money is to be held by Selling Firm and is over $10.000, it shall be deposited to: ❑ Selling Firm's pooled trust account (with interest paid to the State Treasurer) ❑A separate interest bearing trust account in Selling Firm's name. The interest, if any, shall be credited at closing to Buyer. If this sale fails to close, whoever is entitled to the earnest money is entitled to interest. Selling Firm shall deposit any check to be held by Selling Firm within 3 days after receipt or Mutual Acceptance, whichever occurs later. Buyer agrees to pay financing and purchase costs incurred by Buyer. Unless otherwise provided in this Agreement, the earnest money shall be applicable to the purchase price. 3. EXHIBITS AND ADDENDA. The following Exhibits and Addenda are made a part of this Agreement: ® ExhibitA- Legal Description ® Earnest Money Promissory Note, CBA Form EMN INITIALS: BUYER DATE SELLER Cam-- DATE /� G BUYER DATE SELLER DATE Form generated by:True Forms"' www.TrueForms.com 800-499-9612 Commercial Brokers Association CW 2011 ALL RIGHTS RESERVED CBAForm PS 1A Purchase ffi Sale Agreement Rev.112..011 Page 2 of 13 COMMERCIAL&INVESTMENT REAL ESTATE PURCHASE&SALE AGREEMENT (CONTINUED) ❑ Promissory Note, LPB Form No. 28A/ ❑ Short Form Deed of Trust, LPB Form No. 20 ❑ Deed of Trust Rider, CBA Form DTR ❑ Utility Charges Addendum, CBA Form UA ❑ FIRPTA Certification, CBA Form 22E ❑ Assignment and Assumption, CBA Farm PS-AS LJ Addendum/Amendment, CBA Form PSA ❑ Back-Up Addendum, CBA Form BUA X Vacant Land Addendum, CBA Form VLA ❑ Financing Addendum, CBA FormPS_FIN ❑ Tenant Estoppel Certificate, CBA Form PS_TEC ❑ Defeasance Addendum, CBA Form PS_D �( Other CRV Council Authorization Addendum 4. fl, hen the peklea shall 5, FEASIBILITY CONTING y g CONTINGENCY. Buyer's obligations under this Agreement are conditioned upon Buyer's satisfaction in Buyer's sole discretion, concerning all aspects of the Property, including its physical condition; the presence of or absence of any hazardous substances; the contracts and leases affecting the property; the potential financial performance of the Property; the availability of government permits and approvals; and the feasibility of the Property for Buyer's intended purpose, This Agreement shall terminate and Buyer shall receive a refund of the earnest money unless Buyer gives written notice to Seller within 10 _ days (30 days if not filled in) (the "Feasibility Period") of Mutual Acceptance stating that this condition is satisfied. If such notice is timely given, the feasibility contingency stated in this Section 5 shall be deemed to be satisfied. a. Books, Records, Leases,Agreements.Seller shall make available for inspection by Buyer and its agents within days (2 days if not filled in) after Mutual Acceptance all.documents in Seller's possession or control relating to the ownership,operation, renovation or development of the Property,excluding appraisals or other statements of value, and including: statements for real estate taxes, assessments, and utilities for the last three years and year to date; property management agreements and any other agreements with professionals or consultants; leases or other agreements relating to occupancy of all or a portion of the Property and a suite-by-suite schedule of tenants, rents, prepaid rents,deposits and fees; plans, specifications, permits, applications, drawings, surveys, and studies; maintenance records, accounting records and audit reports for the last three years and year to date; and "Vendor Contracts" which shall include maintenance or service contracts, and installments purchase contracts or leases of personal property or fixtures used in connection with the Property. Buyer shall determine within the Feasibility Period: (i)whether Seller will agree to terminate any objectionable Vendor Contracts; and (ii) whether Seller will agree to pay. any damages or penalties resulting from the termination of objectionable Vendor Contracts. Buyer's waiver of the Feasibility Contingency shall be deemed Buyer's acceptance of all Vendor Contracts which Seller has not agreed in writing to terminate. Buyer shall be solely responsible for obtaining any required consents to such assumption INITIALS: BUYER DATE- SELLER_.0 DATE •� �G!✓ BUYER DATE SELLER DATE rorm generated by:live Forms"' w .TrueForms.com 800-499-9612 ©Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBAFormPS 1A Purchase&Sale Agreement Rev.1/2011 Pago 3 of 13 l COMMERCIAL&INVESTMENT REAL ESTATE PURCHASE&SALE AGREEMENT (CONTINUED) and the payment of any assumption fees. Seller shall cooperate with Buyer's efforts to receive any such consents but shall not be required to incur any out-of-pocket expenses or liability in doing so. Seller shall transfer the Vendor Contracts as provided in Section 17. b. Access. Seller shall permit Buyer and its agents, at Buyer's sole expense and risk to enter the Property at reasonable times subject to the rights of and after legal notice to tenants, to conduct inspections concerning the Property and improvements, including without limitation, the structural condition of improvements, hazardous materials, pest infestation, soils conditions, sensitive areas, wetlands, or other matters affecting the feasibility of the Property for Buyer's intended use. Buyer shall schedule any entry onto the Property with Seller in advance and shall comply with Seller's reasonable requirements including those relating to security, confidentiality, and disruption of Seller's tenants. Buyer shall not perform any invasive testing including environmental inspections beyond a phase I assessment or contact the tenants or property management personnel without obtaining the Seller's prior written consent, which shall not be unreasonably withheld. Buyer shall restore the Property and improvements to the same condition they were in prior to inspection. Buyer shall be solely responsible for all costs of its inspections and feasibility analysis and has no authority to bind the Property for purposes of statutory liens. Buyer agrees to indemnify and defend Seller from all liens, costs, claims, and expenses, including attorneys' and experts' fees, arising from or relating to entry onto or inspection of the Property by Buyer and its agents. This agreement to indemnify and defend Seller shall survive closing. Buyer may continue to enter the Property in accordance with the foregoing terms and conditions after removal or satisfaction of the feasibility contingency only for the purpose of leasing or to satisfy conditions of financing. c. Buyer waives the right to receive a seller disclosure statement ("Form 17-Commercial") if required by RCW 64.06. However, If Seller would otherwise be required to provide Buyer with a Form 17-Commercial, and if the answer to any of the questions in the section of the Form 17-Commercial entitled "Environmental" would be "yes," then Buyer does not waive the receipt of the "Environmental" section of the Form 17- Commercial which shall be provided by Seller. 6. TITLE INSURANCE. a. Title Report. Seller authorizes Buyer, its Lender, Listing Broker, Selling Broker or Closing Agent, at Seller's expense, to apply for and deliver to Buyer a ❑ standard ❑ extended (standard, if not completed) coverage owner's policy of title insurance. If an extended coverage owner's policy is specified, Buyer shall pay the increased costs associated with that policy including the excess premium over that charged for a standard coverage policy, and the cost of any survey required by the title insurer. The title report shall be issued by First American Title (a title company of Seller's choice, if not completed). If Seller previously received a preliminary commitment from a title insurer that Buyer declines to use, Buyer shall pay any cancellation fee owing to the original title insurer. Otherwise, the party applying for title insurance shall pay any title cancellation fee, in the event such a fee is assessed. b. Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the title report or any supplemental report within the earlier of: (1) twenty (20) days after Mutual Acceptance of this Agreement; or (2)the expiration of the feasibility Period. This Agreement shall terminate and Buyer shall receive a refund of the earnest money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer's notice of such objections (1) Seller agrees, in writing, to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Buyer's notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller's response or Buyer's waiver must be delivered within two (2) days of Buyers notice of objections. The closing date shall be extended to the extent necessary to INITIALS: BUYER DATE SELLER�� _ DATE �' /� -� BUYER DATE SELLER DATE Form generated by:True Forms' www.TrueForms.com 900-499-9612 ©Commercial Brokers Association 1 2011 ALL RIGHTS RESERVED CBA Form PS 1A � Purchase&Sale Agreement Rev.1/2011 j Page 4 of 13 COMMERCIAL&INVESTMENT REAL ESTATE PURCHASE&SALE AGREEMENT (CONTINUED) permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, or the statutory lien for real property taxes, and the same shall not be deemed to be Permitted Exceptions; provided, however, that the lien securing any financing which Buyer has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the "Permitted Exceptions." Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Buyer and proration of real property taxes, and Seller shall provide an owner's affidavit containing the information and reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted Exceptions, 7. CLOSING OF SALE.This sale shall be closed afl within 30 days from notice of city council's sale approval ("Closing") by First American Title and Escrow ("Closing Agent") (Seller shall select the Closing Agent, if not completed). Buyer and Seller shall deposit with Closing Agent by 12:00 p.m. on the scheduled Closing date all instruments and monies required to complete the purchase in accordance with this Agreement. "Closing' shall be deemed to have occurred when the deed is recorded and the sale proceeds are available to Seller. Time is of the essence in the performance of this Agreement. Sale proceeds shall be considered available to Seller, even though they cannot be disbursed to Seller until the next business day after Closing. Notwithstanding the foregoing, if Seller informed Buyer during the Feasibility Period that Seller's underlying financing requires that it be defeased and may not be paid off, then Closing shall be conducted in accordance with the three-day closing process described in CBA Form PS_D. This Agreement is intended to constitute escrow instructions to Closing Agent. Buyer and Seller will provide any supplemental instructions requested by Closing Agent provided the same are consistent with this Agreement. 8. CLOSING COSTS AND PRORATIONS. Seller shall deliver an updated rent roll to Closing Agent not later than two (2) days before the scheduled Closing date in the form required by Section 6(a) and any other information reasonably requested by Closing Agent to allow Closing Agent to prepare a settlement statement for Closing. Seller certifies that the information contained in the rent roll is correct as of the date submitted. Seller shall pay the premium for the owner's standard coverage title policy. Buyer shall pay the excess premium attributable to any extended coverage or endorsements requested by Buyer, and the cost of any survey required in connection with the same. Seller and Buyer shall each pay one-half of the escrow fees. Any real estate excise taxes shall be paid by the party who bears primary responsibility for payment under the applicable statute or code. Real and personal property taxes and assessments payable in the year of closing; collected rents on any existing tenancies; interest; utilities; and other operating expenses shall be prorated as of Closing. If tenants pay any of the foregoing expenses directly, then Closing Agent shall only pro rate those expenses paid by Seller. Buyer shall pay to Seller at Closing an additional sum equal to any utility deposits or mortgage reserves for assumed financing for which Buyer receives the benefit after Closing. Buyer shall pay all costs of financing including the premium for the lender's title policy. If the Property was taxed under a deferred classification prior to Closing, then Seller shall pay all taxes, interest, penalties, deferred taxes or similar items which result from removal of the Property from the deferred classification. At Closing, all refundable deposits on tenancies shall be credited to Buyer or delivered to Buyer for deposit in a trust account if required by state or local law. Buyer shall pay any sales or use tax applicable to the transfer of personal property included in the sale. a. Unpaid Utility Charges. Buyer and Seller ® WAIVE ❑ DO NOT WAIVE (do not waive if neither box checked)the right to have the Closing Agent disburse closing funds necessary to satisfy unpaid utility charges affecting the Property pursuant to RCW 60.80. If"do not waive" is checked, then attach CBA Form UA("Utility Charges"Addendum)to this Agreement. I INITIALS: BUYER DATE SELLER! DATE BUYER DATE _ SELLER DATE Form gerrcrated by:TrueForms" w .TrueForms.com 800.4gg-012 ©Commercial Brokers Assooiation 2011 ALL RIGHTS RESERVED CBA Form PS 1A Purchase&Sale Agreement Rev.112011 Page 5 of 13 COMMERCIAL&INVESTMENT REAL ESTATE PURCHASE&SALE AGREEMENT (CONTINUED) Il lep eat at the elagailig, if te"ants pay eeptat�ea at, 10. OPERATIONS PRIOR TO CLOSING. Prior to Closing, Seller shall continue to operate the Property in the ordinary course of its business and maintain the Property in the same or better condition than as existing on the date of Mutual Acceptance but shall not be required to repair material damage from casualty except as otherwise provided in this Agreement. After the Feasibility Period, Seller shall not enter into or modify existing rental agreements or leases(except that Seller may enter into, modify, extend, renew or terminate residential rental agreements or residential leases in the ordinary course of its business), service contracts, or other agreements affecting the Property which have terms extending beyond Closing without first obtaining Buyer's consent,which shall not be unreasonably withheld. 11. POSSESSION. Buyer shall be entitled to possession ®on closing El (on closing, if not completed). Buyer shall accept possession subject to all tenancies disclosed to Buyer during the Feasibility Period. 12. SELLER'S REPRESENTATIONS. Except as disclosed to or known by Buyer prior to the satisfaction or waiver of the feasibility contingency stated in Section 5 above, including in the books, records and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller represents to Buyer that, to the best of Seller's actual knowledge, each of the following is true as of the date hereof: (a) Seller is authorized to enter into the Agreement, to sell the Property, and to perform its obligations under the Agreement; (b) The books, records, leases, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding the operation and condition of the Property; (c)Seller has not received any written notices that the Property or the business conducted thereon violate any applicable laws, regulations, codes and ordinances; (d)Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after Closing; (f) There is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries of any planned or authorized local improvement district; (g) Seller has paid (except to the extent prorated at Closing) all local, state and federal taxes (other than real and personal property taxes and assessments,described in Section 8 above)attributable to the period prior to closing which, if not paid, could constitute a lien on Property(including any personal property), or for which Buyer may be held liable after Closing; (h) Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer in writing during the Feasibility Period; (i)There are no Hazardous Substances (as defined below)currently located in, on, or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Property; and there is no pending or threatened investigation or INITIALS: BUYER DATE SELLER Wiz`- DATE BUYER DATE SELLER DATE Forrn generated by:TrueForms' v ,TrueForms.com 800499-9612 ©Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form PS to Purchase&Sale Agreement Rev.1/2011 Page 6 of 13 COMMERCIAL& INVESTMENT REAL ESTATE PURCHASE& SALE AGREEMENT (CONTINUED) remedial action by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Law at the Property. As used herein, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance that could cause actual or suspected harm to human health or the environment ("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos. If prior to Closing Seller or Buyer discovers any information which would cause any of the representations above to be false if the same were deemed made as of the date of such discovery, then the party discovering the same shall promptly notify the other party in writing. If the newly-discovered information will result in costs or liability to Buyer in excess of the lesser of$100,000 or five percent(5%)of the purchase price stated in this Agreement, or will materially adversely affect Buyer's intended use of the Property, then Buyer shall have the right to terminate the Agreement and receive a refund of its earnest money. Buyer shall give notice of termination within five (5) days of discovering or receiving written notice of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly-discovered information such that a representation provided for above was false. 13. AS-IS. Except for those representations and warranties specifically included in this Agreement: (i) Seller makes no representations or warranties regarding the Property; (it) Seller hereby disclaims, and Buyer hereby waives, any and all representations or warranties of any kind, express or implied, concerning the Property or any portion thereof, as to its condition, value, compliance with laws, status of permits or approvals, existence or absence of hazardous material on site, occupancy rate or any other matter of similar or dissimilar nature relating In any way to the Property, including the warranties of fitness for a particular purpose, tenantability, habitability and use; (iii) Buyer otherwise takes the Property "AS IS;" and (iv) Buyer represents and warrants to Seller that Buyer has sufficient experience and expertise such that it is reasonable for Buyer to rely on its own pre-closing inspections and investigations. 14. PERSONAL PROPERTY. a. This sale includes all right, title and interest of Seller to the following tangible personal property: ®None ❑That portion of the personal property located on and used in connection with the Property, which Seller will itemize in an Exhibit to be attached to this Agreement within ten (10) days of Mutual Acceptance (None, if not completed). The value assigned to the personal property shall be $ (if not completed, the County-assessed value if available, and if not available, the fair market value determined by an appraiser selected by the Listing Broker and Selling Broker). Seller warrants title to, but not the condition of, the personal property and shall convey it by bill of sale. b. In addition to the leases and Vendor Contracts assumed by Buyer pursuant to Section 5(a)above, this sale includes all right, title and interest of Seller to the following intangible property now or hereafter existing with respect to the Property including without limitation: all rights-of-way, rights of ingress or egress or other interests in, on, or to, any land, highway, street, road, or avenue, open or proposed, in, on, or across, in front of, abutting or adjoining the Property; all rights to utilities serving the Property; all drawings, plans, specifications and other architectural or engineering work product; all governmental permits, certificates, licenses, authorizations and approvals; all rights, claims, causes of action, and warranties under contracts with contractors, engineers, architects, consultants or other parties associated with the Property; all utility, security and other deposits and reserve accounts made as security for the fulfillment of any of Seller's obligations; any name of or telephone numbers for the Property and related trademarks, service marks or trade dress; and guaranties, warranties or other assurances of performance received. I INITIALS: BUYER DATE SELLER DATE BUYER DATE SELLER DATE Form generated by:True Forms- w .TrueForms.eom 800-499-9612 m Commerclal Brokers Associallon 2011 ALL RIGHTS RESERVED CBA Form PS_1AI Purchase&Sale Agreement Rev.112011 Page 7 of 13 COMMERCIAL&INVESTMENT REAL ESTATE PURCHASE&SALE AGREEMENT (CONTINUED) 15. CONDEMNATION AND CASUALTY.Seller bears all risk of loss until Closing, and thereafter Buyer shall bear the risk of loss. Buyer may terminate this Agreement and obtain a refund of the earnest money if improvements on the Property are destroyed or materially damaged by casualty before Closing, or if condemnation proceedings are commenced against all or a portion of the Property before Closing. Damage will be considered material if the cost of repair exceeds the lesser of $100,000 or five percent (5%) of the purchase price stated in this Agreement. Alternatively, Buyer may elect to proceed with closing, in which case, at Closing, Seller shall assign to Buyer all claims and right to proceeds under any property insurance policy and shall credit to Buyer at Closing the amount of any deductible provided for in the policy. 16. FIRPTA - TAX WITHHOLDING AT CLOSING,Closing Agent is instructed to prepare a certification (CBA or NWMLS Form 22E, or equivalent) that Seller is not a "foreign person" within the meaning of the Foreign Investment in Real Property Tax Act, and Seller shall sign it on or before Closing. If Seller is a foreign person, and this transaction is not otherwise exempt from FIRPTA, Closing Agent is instructed to withhold and pay the required amount to the Internal Revenue Service. only subject 17. CONVEYANCE. Title shall be conveyed by a Statutory Warranty Deed sub) y to the Permitted Exceptions. If this Agreement is for conveyance of Seller's vendee's interest in a Real Estate Contract, the Statutory Warranty Deed shall include a contract vendee's assignment sufficient to convey after acquired title. At Closing, Seller and Buyer shall execute and deliver to Closing Agent CBA Form No. PS-AS Assignment and Assumption Agreement transferring all leases and Vendor Contracts assumed by Buyer pursuant to Section 6(a)and all intangible property transferred pursuant to Section 14(b). 18. NOTICES AND COMPUTATION OF TIME. Unless otherwise specified, any notice required or permitted in, or related to, this Agreement (including revocations of offers and counteroffers) must be in writing. Notices to Seller must be signed by at least one Buyer and must be delivered to Seller and Listing Broker with a courtesy copy to any other party identified as a recipient of notices in Section 28. A notice to Seller shall be deemed delivered only when received by Seller, Listing Broker, or the licensed office of Listing Broker. Notices to Buyer must be signed by at least one Seller and must be delivered to Buyer, with a copy to Selling Broker and with a courtesy copy to any other party identified as a recipient of notices in Section 28. A notice to Buyer shall be deemed delivered only when received by Buyer, Selling Broker, or the licensed office of Selling Broker. Selling Broker and Listing Broker have no responsibility to advise of receipt of a notice beyond either phoning the represented party or causing a copy of the notice to be delivered to the party's address provided in this Agreement. Buyer and Seller shall keep Selling Broker and Listing Broker advised of their whereabouts in order to receive prompt notification of receipt of a notice. If any party is not represented by a licensee, then notices must be delivered to and shall be effective when received by that party at the address, fax number, or email indicated in Section 28. Unless otherwise specified in this Agreement, any period of time in this Agreement shall mean Pacific Time and shall begin the day after the event starting the period and shall expire at 6:00 p.m. of the last calendar day of the specified period of time, unless the last day is a Saturday, Sunday or legal holiday as defined in RCW 1.16.050, in which case the specified period of time shall expire on the next day that is not a Saturday, Sunday or legal holiday. Any specified period of five (5) days or less shall not include Saturdays, Sundays.or legal holidays. Notwithstanding the foregoing, references to specific dates or times or number of hours shall mean those dates, times or number of hours; provided, however, that if the Closing Date falls on a Saturday, Sunday, or legal holiday as defined in RCW 1.16.060, or a date when the county recording office is closed, then the Closing Date shall be the next regular business day.. INITIALS: BUYER DATE SELLEFJ� DATE�� BUYER DATE SELLER DATE Form generated hy:True Forms" v .TrueForms.com 800499.9612 ©Commercial Brokers Association 2a11 ALL RIGHTS RESERVED CBA Fotm PS to Purchase&Sale Agreement Rev.112011 Page 8 of 13 COMMERCIAL&INVESTMENT REAL ESTATE PURCHASE&SALE AGREEMENT (CONTINUED) 19. AGENCY DISCLOSURE. At the signing of this Agreement, Selling Broker Remax Integrity Maple Valley Represented Soundbuilt NW LLC and the Listing Broker Raven Commercial Real Estate represented The City of Kent A Washington Municipal Corporation Selling Firm, Selling Firm's Designated Broker, Selling Broker's Branch Manager (if any) and Selling Broker's Managing Broker(if any) represent the same party that Selling Broker represents. Listing Firm, Listing Firm's Designated Broker, Listing Broker's Branch Manager (if any), and Listing Broker's Managing Broker (if any) represent the same party that the Listing Broker represents. If Selling Broker and Listing Broker are different persons affiliated with the same Firm, then both Buyer and Seller confirm their consent to the Brokers' Designated Broker, Branch Manager (if any), and Managing Broker (if any) representing both parties as a dual agent. If Selling Broker and Listing Broker are the same person representing both parties, then both Buyer and Seller confirm their consent to that person and his/her Designated Broker, Branch Manager (if any), and Managing Broker (if any) representing both parties as dual agents. All parties acknowledge receipt of the pamphlet entitled "The Law of Real Estate Agency." 20. ASSIGNMENT. Buyer ❑ may ® may not (may not, if not,completed) assign this Agreement, or Buyer's rights hereunder, without Seller's prior written consent, unless provided otherwise herein. If the "may not" option is selected and the words "and/or assigns" or similar words are used to identify the Buyer, then this Agreement may be assigned with notice to Seller but without Seller's consent only to an entity which is controlled by or under common control with the Buyer identified in this Agreement. Any other assignment requires Seller's consent. The party, identified as the initial Buyer shall remain responsible for those obligations of Buyer stated in this Agreement notwithstanding any assignment and, If this Agreement provides for Seller to finance a portion of the purchase price, then the party identified as the initial Buyer shall guarantee payment of the Seller financing. 21. DEFAULTAND ATTORNEY'S FEE. (a) Buyer's default. In the event Buyer fails, without legal excuse, to complete the purchase of the Property, then (check one): ® Seller may terminate this Agreement and keep the earnest money as liquidated damages as the sole and exclusive remedy available to Seller for such failure;or ❑ Seller may, at its option, (a) terminate this Agreement and keep as liquidated damages the earnest money as the sole and exclusive remedy available to Seller for such failure, (b) bring suit against Buyer for Seller's actual damages, (c) bring suit to specifically enforce this Agreement and recover any incidental damages, or (d) pursue any other rights or remedies available at law or equity. (b) Seller's default. In the event Seller fails,without legal excuse, to complete the sale of the Property, then check one): ® As Buyer's sole remedy, Buyer may either(a) terminate this Agreement and recover all earnest money or fees paid by Buyer whether or not the same are identified as refundable or applicable to the purchase price; or (b) bring suit to specifically enforce this Agreement and recover incidental damages, provided, however, Buyer must file suit within sixty (60) days from the scheduled date of closing or from the date Seller has informed Buyer in writing that Seller will not proceed with closing, whichever is earlier; or ❑ Buyer may, at its option, (a) bring suit against Seller for Buyer's actual damages, (b) bring suit to specifically enforce this Agreement and recover any incidental damages, or (c) pursue any other rights or remedies available at law or equity. Cam' INITIALS: BUYER DATE SELLERr%o-" DATE -� BUYER DATE SELLER DATE Form generated by:T1ve Forms www.TrueForms.com 800499-9612 ©Commercial Brokers Association 2011 Y_A.fB q��yy ALL RIGHTS RESERVED CBA Form PS_1A Purchase&Salo Agreement Rev.1/2011 Page 9 of 13 COMMERCIAL&INVESTMENT REAL ESTATE PURCHASE&SALE AGREEMENT (CONTINUED) Neither Buyer nor Seller may recover consequential damages such as lost profits. The venue of any suit shall be the county in which the Property is located, and this Agreement shall be governed by the laws of the state where the Property is located. 22, MISCELLANEOUS PROVISIONS. a. Complete Agreement.This Agreement and any addenda and exhibits thereto state the entire understanding of Buyer and Seller regarding the sale,of the Property. There are no verbal or other written agreements which modify or affect the Agreement. b. Counterpart Signatures.This Agreement may be signed in counterpart, each signed counterpart shall be deemed an original,and all counterparts together shall constitute one and the same agreement. c. Electronic Delivery. Electronic delivery of documents (e.g., transmission by facsimile or email) including signed offers or counteroffers and notices shall be legally sufficient to bind the party the same as delivery of an original. At the request of either party, or the Closing Agent, the parties will replace electronically delivered offers or counteroffers with original documents. d. Section 1031 Like-Kind Exchange. If either Buyer or Seller intends for this transaction to be a part of a Section 1031 like-kind exchange, then the other party agrees to cooperate in the completion of the like-kind exchange so long as the cooperating party incurs no additional liability in doing so, and so long as any expenses (including attorneys fees and costs) incurred by the cooperating parry that are related only to the exchange are paid or reimbursed to the cooperating party at or prior to Closing. Notwithstanding Section 20 above, any party completing a. Section 1031 like-kind exchange may assign this Agreement to its qualified intermediary or any entity set up for the purposes of completing a reverse exchange. 23, ACCEPTANCE; COUNTEROFFERS.Seller has until midnight of (if not filled in, the third business day) following the day Buyer delivers the offer to accept this offer, unless sooner withdrawn. If this offer is not timely accepted, it shall lapse and the earnest money shall be refunded to Buyer. If either party makes a future counteroffer, the other party shall have until 5:00p.m. on the business day (if not filled in, the second business day) following receipt to accept the counteroffer, unless sooner withdrawn. If the counteroffer is not timely accepted or countered, this Agreement shall lapse and the earnest money shall be refunded to the Buyer. No acceptance, offer or counteroffer from the Buyer is effective until a signed copy is received by the Seller, the Listing Broker or the licensed office of the Listing Broker. No acceptance, offer or counteroffer from the Seller is effective until a signed copy is received by the Buyer, the Selling Broker or the licensed office of the Selling Broker. "Mutual Acceptance" shall occur when the last counteroffer is signed by the offeree, and the fully-signed counteroffer has been received by the offeror, his or her broker, or the licensed office of the broker. If any party is not represented by a broker, then notices must be delivered to and shall be effective when received by that party. 24. INFORMATION TRANSFER. In the event this Agreement is terminated, Buyer agrees to deliver to Seller within ten (10) days of Seller's written request copies of all materials received from Seller and any non- privileged plans, studies, reports, inspections, appraisals, surveys, drawings, permits, applications or other development work product relating to the Property in Buyer's possession or control as of the date this Agreement is terminated.INITIALS: BUYER DATE SELLERZZj n DATE BUYER DATE SELLER DATE i Form generated by:TmeForme' w .TmeForms.com 800-499-9612 0 Commercial Brokers Association 2011 ALL RIGHTS RESERVED CW CRA Form PS_1A Purchase&Sale Agreement Rev.1/2011 Page 10 of 13 COMMERCIAL&INVESTMENT REAL ESTATE PURCHASE&SALE AGREEMENT (CONTINUED) 25. CONFIDENTIALITY. Until and unless closing has been consummated, Buyer and Seller shall follow reasonable measures to prevent unnecessary disclosure of information obtained in connection with the negotiation and performance of this Agreement. Neither party shall use or knowingly permit the use of any such information in any manner detrimental to the other party. 26. SELLER'S ACCEPTANCE AND BROKERAGE AGREEMENT. Seller agrees to sell the Property on the terms and conditions herein, and further agrees to pay a commission in a total amount computed in accordance with the listing or commission agreement. If there is no written listing or commission agreement, Seller agrees to pay a commission of six % of the sales price or $ . The commission shall be apportioned between Listing Firm and Selling Firm as specified in the listing or any co-brokerage agreement. If there is no listing or written co-brokerage agreement, then Listing Firm shall pay to Selling Firm a commission of three %of the sales price or$ . Seller assigns to Listing Firm and Selling Firm a portion of the sales proceeds equal to the commission. If the earnest money is retained as liquidated damages, any costs advanced or.committed by Listing Firm or Selling Firm for Buyer or Seller shall be reimbursed or paid therefrom, and the balance shall be paid one-half to Seller and one-half to Listing Firm and Selling Firm according to the listing agreement and any co-brokerage agreement. In any action by Listing Firm or Selling Firm to enforce this Section, the prevailing party is entitled to reasonable attorneys' fees and expenses. Neither Listing Firm nor Selling Firm are receiving compensation from more than one party to this transaction unless disclosed on an attached addendum, in which case Buyer and Seller consent to such compensation. The Property described in attached Exhibit A is commercial real estate. Notwithstanding Section 25 above, the pages containing this Section, the parties' signatures and an attachment describing the Property may be recorded. 27. LISTING BROKER AND SELLING BROKER DISCLOSURE. EXCEPT AS OTHERWISE DISCLOSED IN WRITING TO BUYER OR SELLER, THE SELLING BROKER, LISTING BROKER, AND FIRMS HAVE NOT MADE ANY REPRESENTATIONS OR WARRANTIES OR CONDUCTED ANY INDEPENDENT INVESTIGATION CONCERNING THE LEGAL EFFECT OF THIS AGREEMENT, BUYER'S OR SELLER'S FINANCIAL STRENGTH, BOOKS, RECORDS, REPORTS, STUDIES, OR OPERATING STATEMENTS; THE CONDITION OF THE PROPERTY OR ITS IMPROVEMENTS; THE FITNESS OF THE PROPERTY FOR BUYER'S INTENDED USE; OR OTHER MATTERS RELATING TO THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE PROPERTY'S ZONING, BOUNDARIES, AREA, COMPLIANCE WITH APPLICABLE LAWS (INCLUDING LAWS REGARDING ACCESSIBILITY FOR DISABLED PERSONS), OR HAZARDOUS OR TOXIC MATERIALS INCLUDING MOLD OR OTHER ALLERGENS. SELLER AND BUYER ARE EACH ADVISED TO.ENGAGE QUALIFIED EXPERTS TO ASSIST WITH THESE DUE DILIGENCE AND FEASIBILITY MATTERS, AND ARE FURTHER ADVISED TO SEEK INDEPENDENT LEGAL AND TAX ADVICE RELATED TO THIS AGREEMENT. INITIALS: BUYER DATE SELLERy2/ DATE BUYER DATE SELLER DATE Form generated by:TPnCFormsn w .TrucForms.com 800-499-9612 0 Commercial Brokers Association 2011 y ALL RIGHTS RESERVED CBA Form PS 1A .. Purchase&Sale Agreement '.. Rev.112011 Page 11 of 13 COMMERCIAL&INVESTMENT REAL ESTATE PURCHASE 8r SALE AGREEMENT (CONTINUED) 28. IDENTIFICATION OF THE PARTIES.The following is the contact information for the parties involved in this Agreement: Buver Seller Contact: Soundbuilt NW LLC Contact: The City of Kent A Washington Municipal Corporation Address: PO Box73790 Address: Puyallup WA 98373 Business Phone: 253.539-8116 Business Phone: Mobile Phone: Mobile Phone: Fax: 253-535.0977 Fax: Email: kurtCcilsoundbuilthomes.com Email: j Selling Firm Listing Firm Remax Integrity Maple Valley Raven Commercial Real Estate Assumed Name (if applicable): Assumed Name(if applicable): Selling Broker: Todd Pettit Listing Broker: Jason Wilcox Address: 27317 My BD Nwy,Suite A-110 Address: 317 West Meeker Streerr, Suite E Maple Valley WA 98038 Kent, WA 98032 Business Phone: 425-433-6434 Business Phone: Mobile Phone: 206-940-0212 Mobile Phone: 206-919-7643 Email: tinland@gmall.com Email: jwilcox(cr_favencre.com Fax: 425-433-6443 _ Fax: MLS Office No.: 2885 MLS Office No.: Licensed Office of Selling Broker Licensed Office of Listing Broker Address: 371 NE Gilman Blvd Address: 317 West Meeker Streer, Suite E Issaquah WA 98027 Kent, WA 98032 Business Phone: 425-391-1997 Business Phone: _ Mobile Phone: Mobile Phone: Fax: Fax: CBA Office No.: 1002665 CBA Office No.: 1002626 Courtesy Copy of Notices to Buyer to: Courtesy Copy of Notices to Seller to: Name: SoundbuiltNW. LLC Name: Address: PO Box73790 Address: Puyallup WA 98373 Business Phone: 253-539-8116 Business Phone: Fax: 253-535-0977 Fax: Mobile Phone: Mobile Phone: Email: kurt(Ssoundbuilthomes.com Email: INITIALS! BUYER DATE SELLER DATE BUYER DATE SELLER DATE Form generated by:True Forms'" t .TrueForms.com 800-409-9612 O Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form PS 1A Purchase&Sale Agreement Rev.1/2011 Page 12 of 13 COMMERCIAL& INVESTMENT REAL ESTATE PURCHASE&SALE AGREEMENT (CONTINUED) IN WITNESS WHEREOF.the parties have signed this Agreement intending to be bound. Buyer printed name and type of entity Buyer printed name and type of entity Buyer Buyer Signature and title Signature and title Date signed Date signed kant- Seller printed name and type of entity Seller printed name andIe o entity Seller Seller o� Signature and title Signature and title Date signed Date signed INITIALS: BUYER DATE SELLER/rJ�lf: DATE /emsA BUYER DATE SELLER DATE Form generated by.Tnre Forms' w .TrueForms.com 800-499-9612 i i ©Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form PS_1A Purchase&Sale Agreement Rev.112011 Page 13 of 13 COMMERCIAL& INVESTMENT REAL ESTATE PURCHASE &SALE AGREEMENT (CONTINUED) EXHIBIT A* [Legal Description] TRACT A TOP OF THE HILL I * To ensure accuracy in the legal description, consider substituting the legal description contained in the preliminary commitment for title insurance or a copy of the Property's last vesting deed for this page. Do not neglect to label the substitution "Exhibit A."You should avoid transcribing the legal description because any error in transcription may render the legal description inaccurate and this Agreement void and unenforceable. i INITIALS: BUYER DATE SELLE DATE �°� �6 L.✓ BUYER DATE SELLER DATE / Farm generated by:TrUeForms'" W .TrueForms-com 600-499-9612 O Commercial Brokers Association p� 2011 cat' I ALL RIGHTS RESERVED CBA Form EMN '. F1M Promissory Note Rev.'112011 Page 1 of 1 EARNEST MONEY PROMISSORY NOTE $ 5,000.00 Place: Kent, WA Date: December 6, 2013 FOR VALUE RECEIVED, SoundbuiltNW LLC ("Buyer") agrees to pay to the order of ("Holder")the sum of Dollars($ 5,000.00 )as follows: ❑ days(3 days if not filled in)following mutual acceptance of the Purchase and Sale Agreement. ® Upon satisfaction or waiver of the feasibility contingency stated in the Purchase and Sale Agreement. ❑ Other i This Note is evidence of the obligation to pay earnest money under the purchase and sale agreement (the"Agreement") between the Buyer and The City of Kent A Washington Municipal Corporation ("Seller") dated December 192013 for the property located at: TRACTA TOP OF THE HILL(PARCEL#8662500420) Buyer's failure to pay the earnest money strictly as above shall constitute default on the Agreement as well as on this Note. If Holder retains an attorney for collection of amounts due pursuant to this Note, or if Holder brings suit to collect any amounts due on this Note, Brayer promises to pay a reasonable attorney's fee and costs. This Note shall bear interest at the rate of twelve percent(12%) per annum after default. BUYER BY Printed Name and Title: Do not enter "on closing" as the date this Note becomes due and payable because closing under the Purchase Agreement is not certain to occur. Instead insert a specific date or an event that is certain to occur. L Form ge rated by:TCueForme w .TrueForms.com 800A99-9612 ©Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Farm VLA Vacant Land Addendum Rev.112011 Page 1 of 2 VACANT LAND ADDENDUM The following is part of the Purchase and Sale Agreement dated December 19 2013 (the"Agreement") between The City of Kent,A Washington Municipal Corporation ("Seller") and Soundbuilt NW, LLC ("Buyer"), regarding the sale of the Property Known as: TRACTA TOP OF THE HILL(PARCEL#8662500420) (the"Property"). 1. Closing Date. Closing shall be 10 days (30 days if not filled in) after the following selected events have occurred. However, under no circumstances may Closing occur before the final plat for the Property is recorded or after at which time the Agreement shall terminate and the earnest money shall be refunded to Buyer. removal or satisfaction of the feasibility contingency in Paragraph 5 of the Agreement ❑ removal of any governmental moratoria which would prevent construction activities from commencing on the Property on and after closing ❑ Buyer obtains a ❑ master use permit ❑ grade and fill permit ❑ building permit for Buyer's intended development of the Property ❑ other 2. Extensions. Buyer may extend the Closing date for up to 1 periods of 10 days each (each an "Extension Period") upon payment of an extension fee of $ 1,000.00 for each Extension Period. Each extension fee shall be paid to ❑Seller X closing agent (Seller if not filled in) on or before the start of the Extension Period. The extension fees ❑ shall ❑shall not (shall not if not filled in) apply to the purchase price, and shall be non-refundable unless a) if Seller defaults, or b) this Agreement terminates because the final plat of the Property was not recorded before the then-current Closing date, 3. Subdivision and Development Contingencies. This Agreement shall terminate and Buyer shall receive,a refund of the earnest money unless Buyer gives written notice to Seller within 10 days after mutual acceptance (120 days if not filled in) stating that Buyer is reasonably satisfied that the following selected matters have occurred: ❑ preliminary plat approval for the Property ❑ recording of a final plat for the Property (NOTE: If local or state laws require a legal subdivision to sell the Property (e.g. large parcels under RCW 58.17.205), this Agreement shall be contingent on recording of a final plat, and no earnest money or other funds, including any extension fees, shall be disbursed to Seller until the final plat is recorded.) X removal of any governmental moratoria which prevent construction activities from commencing on the Property as of Closing ❑ a master use permit has been issued for the Property ❑ a grade and fill permit has been issued for the Property ❑ a building permit has been issued for the Property ❑ other INITIALS: BUYER DATE SELLE �..� DATE BUYER DATE SELLER DATE Form generated by:TrUeForm6'" vrvnw.TrueForms.com 80OA99-9612 ©Commercial Brokers Assouation 2011 ALL RIGHTS RESERVED CBA Form VIA Vacant Land Addendum Rev.112011 Pago 2 of 2 VACANT LAND ADDENDUM (CONTINUED) If Buyer gives timely notice, the foregoing contingencies shall be deemed satisfied. Upon removal of any inspection contingency provided in Section 5 of the Agreement, Buyer shall act diligently and in good faith to obtain the approvals and permits necessary to satisfy the foregoing contingencies. Buyer shall bear all of the costs of obtaining the foregoing permits and approvals. 4. Cooperation. Seller agrees to cooperate with Buyer in obtaining all permits or other governmental approvals necessary or convenient to develop the Property as contemplated by the Agreement and shall execute all documents Buyer may reasonably require, including without limitation, applications for permits or approvals; provided, however, Seller shall not be required to incur any liability or out-of-pocket expenses which are not reimbursed by Buyer, Buyer agrees to make available at Seller's reasonable request any plat maps, drawings, or information relating to applications or submittals for the Property made by Buyer to any governmental agency. S. Buyer's Pre-Closing Development Work. If the Agreement contemplates that Buyer will perform work on the Property prior to closing (e.g., to satisfy conditions of final plat approval), then Buyer's right to entry under Section 5b of the Agreement and Seller's duty of cooperation under Section 4 of this Addendum shall extend to those pre-closing construction and development activities. Any studies, inspections or improvements shall be accomplished at the Buyer's expense. Buyer agrees to indemnify and defend Seller from all liens, costs, claims, and expenses, including attorney's and expert's fees, arising from or relating to entry onto the Property by Buyer or its agents. This agreement to indemnify and defend Seller shall survive closing or termination of the Agreement. 6. Seller's Acts. Seller shall not create or permit to be created any lien or encumbrance against any portion of the Property, except for encumbrances existing on the date of mutual acceptance of the Agreement, the lien of real property taxes and assessments that are not delinquent, and statutory liens that result from the activities of Buyer in connection with the Property. Seller shall continue to pay when due all such prior encumbrances and shall not suffer or permit a default to arise under those prior encumbrances. If Seller fails to timely pay any such tax, assessment or prior encumbrance or if any encumbrance arises against the Property after mutual acceptance of this Agreement, then Buyer may (but has no obligation to) pay all or any part of those taxes, assessments or encumbrances and may deduct amounts so paid from the purchase price at Closing. In the event the Agreement does not close through no fault of Buyer. Seller shall immediately reimburse Buyer for and taxes, assessments or encumbrances so paid by Buyer. In the event that the Property has been placed in a forestry, agricultural or open space tax classification, Seller shall remove the Property from said classification and the escrow agent shall pay any additional taxes, applicable interest, and penalties caused by reclassification from Seller's proceeds at Closing. 7. Memorandum of Agreement. Upon the request of Buyer, Seller shall execute and record a memorandum identifying the parties, the date of the Agreement, and the Closing date. 8. Conflict. In the event of any conflict between the terms of this Addendum and the Agreement, this Addendum shall control. INITIALS: BUYER DATE SELLER DATE ' BUYER DATE SELLER DATE Form generated by:Twe Forms' v ,TrueForms-corn 800-499-9612 m Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form PSA Addendum/Amendment to PSA Rev.112011 Page 1 or 1 A ADDENDUMIAMENDMENT TO PURCHASE AND SALE AGREEMENT The following Is part of the Purchase and Sale Agreement dated December 19 2013 (the "Agreement"), between The City of Kent A Washington Municipal Corporation ("Seller"), and Soundbuilt NW. LLC ("Buyer'), regarding the sale of the Property known as: TRACT ATOP OF THE HILL(PARCEL#8662500420) (the"Prop'erty"). IT IS AGREED BETWEEN THE SELLERAND BUYER AS FOLLOWS: City Council Action Required. Buyer acknowledges that the closing of the transaction contemplated by this agreement is expressly conditioned on the city of Kent City Councils ("City Councils)prior authorization to sell the Property under this Agreement("Council Authorization'), which may or not be granted in the City Council's sole discretion. Seller shall not be liable or obligated for any burden or loss, financial or otherwise, incurred by the Buyer as a result of the City Council's modification of the final terms and conditions of this Agreement, and Buyer expressly waives any claim against the city of Kent and its elected officials, officers, employees, representative and agents for any burden, expense or loss which Buyer incurs as a result of the City Council's failure to grant the Council Authorization. Attorney's Fees and Costs. In the event of litigation to enforce any of the terms or provisions of the Agreement, each party shall pay its own costs and attorney's fees. ALL OTHER TERMS AND CONDITIONS of the Agreement remain unchanged. INITIALS: BUYER DATE SELLE DATEI-�7 Ix �-- BUYER DATE SELLER DATE Form generated by:True Forms'" w .Trtmrorms.com 800499-012 O Commercial Brokers Association .% 2011 ALL RIGHTS RESERVED CBA Form PSA Addendum/Amendment to PSA Rev.112011 Page 1 of 1 ADDENDUMIAMENDMENTTO PURCHASE AND SALE AGREEMENT The following is part of the Purchase and Sale Agreement dated December 10 2013 (the "Agreement'), between The City of Kent A Washington Municipal Corporation ("Seller'), and Soundbuilt NW,LLC ('Buyer"), regarding the sale of the Property known as: TRACT A TOP OF THE HILL (PARCEL#86625004201 (the"Property"). IT IS AGREED BETWEEN THE SELLER AND BUYER AS FOLLOWS: The City of Kent notifies Buyer that City Council has approved the sale, and that the contingency of City Coucil sale approval is hereby waived. ALL OTHER TERMS AND CONDITIONS of the Agreement remain unchanged. INITIALS: BUYER DATE SELL DATE BUYER DATE SELLER DATE Form generated by:True Forms'" wvaP✓.TrueForms.com 80OA99-9612 i i e Y 5 OPPOSE v,�v '. j t {�^a ""J"ej Im Not fin x rs rf f s 3 k <g �i f L r ti- �£FY f�r�N"PRO c Y 3M1�`p^ hyfrxN'` coil x REQUEST FOR MAYOR'S SIGNATURE 10ENT Please Fill in All Applicable Boxes Reviewed by Director Ori inator's Name: Kurt Hanson De t/Div. ECDC Extension: 5708 Date Sent: 12/16/13 Date Required: ASAP Return to: Kurt Hanson CONTRACT TERMINATION DATE: 1/10/13 VENDOR: Soundbuilt NW, Inc DATE OF COUNCIL APPROVAL: 12/10/13 ATTACH THE COUNCIL MOTION SHEET FOR THE MAYOR - if applicable Brief Explanation of Document: The attached purchase and sale agreement is for the sale of a lot owned by the city in the Top of the Hill subdivision located 102"d Ave S.E. & S.E. 243rd Street, King County Parcel No. 8662500420. The sale price is $70,000 and was approved by the City Council on December 10, 2013. All Contracts Must Be Routed Through The Law Department (This area to be completed by the Law Department) Received: a Approval of Law Dept.: ` Law Dept. Comments: i Date Forwarded to Mayor: t t IL Shaded Areas To Be Completed By Administration Staff I Received: RECEIVED Recommendations and Comments: Dill s ,Ih� Disposition: Cam' f,Z� CI`f'C OF fTENT CITY OLL-RK Date Returned: