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HomeMy WebLinkAboutPK14-202 - Original - Soundbuilt NW, LLC - Sale of Old Fire Station Park Property - 08/20/2014 eme Ma Kec ords Ma. `✓ KENT � Document W g9HIN GTON ! �N 4je 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 Clerk's Office. Vendor Name: Soundbuilt NW LLC Vendor Number: JD Edwards Number Iffe Contract Number: PV let A 01, This is assigned by City Clerk's Office Project Name: Sale of Old Fire Station park property Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 8/18/2014 Termination Date: Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Brian Levenhagen Department: Parks Planning & Dev. Detail: (i.e. address, location, parcel number, tax id, etc.): 3536 S. 252nd St; Parcel #222204-9111; sale price $72,000.00; sale brokered by Raven Commercial Real Estate - see Division contract #PPD14-19 Division contract #PPD14-23 S:Publlc\RecordsManagement\Forms\ContractCover\adcc7832 11/08 DocuSign Envelope ID:2620EE74-2558-4DA9-B1AR-980C96CDB92B ©Commercial BrokersArasdavon r.,./' 2017 {( ALL RIGHTS.RESERVED C6A Form PS 1A - Purohase$Sale Agreement Rev.112011 Page i of 13 COMMERCIAL&INVESTMENT REAL ESTATE PURCHASE&SALE AGREEMENT This has been prepared hersuandsumn to your artorney for review and approvalimario signing.No representation is made bypcensee as to its sufficiency ortax consequences Reference Date: Ju3v 98 2014 SoundbuiftNW,LLC ("Buyer")agrees to buy and The Citir of Kent, A Washington Municipal Corraoration ("Seller') agrees to sell, on the following terms, the commercial real estate and all improvements thereon (collectively, the "Property") commonly known as 3536 S 252nd St(PARCEL ti22220�-9179)' 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. 11. PURCHASE PRICE.The total purchase price is Seventy Two Thousand Dollars($ 72,000.00 )payable as follows (check only one): All cash at closing with no financing contingency. El 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$ 2,500,00 shall be in the farm of ❑Cash ❑Personal check X Promissory note(attached CBA Form EMN) El Other: The earnest money shall pe held by ❑ Selling Firm 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. N 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 chock 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. 2. EXHIBITS AND ADDENDA. The following Exhibits and Addenda are made a part of this Agreement: X Exhibit A-Legal Description D( Earnest Momissory Note, CBA Form EMN INITIALS: BUYER DATE 7/18/2014 SELLER DATE u + BUYER_ DATE SELLER e-7-L DATE Form generated by:Trite Forms' w .TrueForms.com 8 0 0 4 9 61-9 612 DocuSign Envelope ID.2620EE74-2566-4DA9-BlA5-g8OC96CDB928 0 Commercial Brokers Asa=I eflan ALL RIGHTS tVaSEftVho ICU( CBA ran FS-1A Ptochase&Sale Agreement Rev.112011 Page 2 of 13 COMMERCIAL&INVESTMENT REAL ESTATE PURCHASE&SALE AGREEMENT (CONTINUED) El Promissory Note, LPB Form No. 28AI ❑ Short Form Deed of Trust, LPB Form No. 20 ❑ Deed of Trust Rider, CBA Form DTR El Utility Charges Addendurn, CBA Form UA El FI RPTA Certification, CBA Form 22E F1 Assignment and Assumption, CBA Form PS-AS El Addendum/Amendment, CBA Form PEA ❑ Back-Up Addendum, CBA Form SUA Vacant Land Addendum, CBA Form VLA FJ Financing Addendum, CBA Form PS FIN El Tenant Estoppel Certificate, CBA Form PS TEC ❑ Defeasance Addendum, CBA Form PS D Other Clity CouncilAusnotization Ad4iendum 4. SELLEWS UNDERLYING FINANCING. Unless Buyer 15 assuming Sellers underlying financing, Seller shall be responsible for confirming the exisfing underlying financing is not subject to any "lack Out' or similar covenant which would prevent the lenders lien from being released at closing. In addition, Seller shall provide Buyer notice prior to the end of the Feasibility Period if Seller is required to substitute securities for the Property as collateral for the underlying financing (known as "defeasance")- If Seller provides this notice of defeasance to Buyer, then the parties shall close the transaction in.accordance with the process described in CBA Form PS—D or any different process identified in Seller's defeasance notice to Buyer. 5. FEASIBILITY 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 15 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. Boobs, Receeds,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 oFthe 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. Buyers waiver of the Feasibility Contingency shall be deemed Buyer's acceptance of all Vendor Contracts which Seller has not agreed in writing to termi D uyer shall be solely responsible for obtaining any required consents to such assumption WITIALS: BUYER DATE 7/J.9/2014 R DATE SELLER BUYER_ DATE_ SELUER-,, DATE ry Form generated by:TVdeForm9' vhvw.TrueFovmecoW 0612 DocuSign Envelope ID:2620EE74-2556-4DA9 a IA5-980CMCDB92B 9 Commercial Brokers Assoc latlon 2011 ALL RIGHTS RESERVED CRA Form PS 1A Purchase&Sale Agreement Rev.112011 Page 3 of 13 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 shalt 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. G. 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 N 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 EirstArnerican 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 (6) 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 Buyers notice of objections must be delivered within five (5) days of delivery of fie supplemental report and Seller's response or Buyer's waiver must be delivered within two (2) days of gyep'a notice of objections. The closing date shall be extended to the extent necessary to "' W 7/18/2014 INITIALS: BUYER DATE SELLER DATE BUYER DATE SELLER DATE Form generated by:'F'eueFarms'" www.TtneFosms com 90049"012 DOCLISign Envelope JD:?.6IOEE7,"-2556-4DA9-BIA5-981)Cg6CD6928 0 commerc21 2011 ALL RIGHTS RESERVED CRA Penn PS 1A Purchase 8,Safe Agreement Rev.V2011 Page 4 013 COMMERCIAL&I IVESTMENT REAL ESTATE PURCHASE &SALE AGREEMENT (C DNTINUED) permit time for these notices. Buyer shall not required to object to any mortgage or deed of trust liens,of the statutory lien for real property taxes, and he same shall not be deemed to be Permitted Exceptions; provided, however, that the lien securing an financing which Buyer has agreed to assume shall be a Permitted Exception. Except for the foregoing, hose provisions not objected to or for which Buyer waived its objections shall be referred to collectively as t a "Permitted Exceptions." Seller shall cooperate with Buyer and the title company to clear objectionable titl matters but shall not be required to Incur any out-of-pocket expenses or liabilityr other than payment of me etary encumbrances not assumed by Buyer and proration of real property taxes, and Seller shall provide a owner's affidavit containing the information and reasonable covenants requested by the title company. The itle policy shall contain no exceptions other than the General Exclusions and Exceptions common to such far. of policy and the Permitted Exceptions. 7. CLOSING OF SALE,This sale shall be closed n_ within 10 days from notice of city council's sale approval ("Closing") by First American ride an Escrow ("Closing Agent") (Seller shall select the Closing Agent, if not completed), Buyer and efler shall deposit with Closing Agent by 12:00 p.m. on the ri m scheduled Closing date all instruments and or!as required to complete the purchase in accordance with,this Agreement, "Closing" shall be deemed to hay. occurred when the deed is recorded and the sale proceeds are available to Seller, Time is of the essence I the performance of this Agreement Sale proceeds shall be considered available to Seller, even though th y 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 b defeased and may not be paid off, then Closing shall be conducted in accordance with the three-day of Ing process described in CBA Form PS D. This Agreement is intended to constitute escrow instructions to losingAgent. Buyer and Seller will provide any supplemental instructions requested by Closing Agent provid the same are consistent with this Agreement. 0. CLOSING COSTS AND PRORATIONS.Salle shall deliver an updated rent roll to Cie sing sing Agent not later than two (2} days before the scheduled Closi g date in the form required by Section $(a) and any other information reasonably requested by Closing A ent to allow Closing Agent to prepare a settlement statement for Closing. Seller certifies that the informadc, contained in the rent roll is correct as of the date submitted. Seller shall pay the premium for the owners tandard coverage title policy. Buyer shall pay the excess premium attributable to any extended coverag or endorsements requested by Buyer, and the cost of any survey required in connection with the same, Eller and Buyer shall each pay one-half of the escrow JeeSL Any real estate excise taxes shall be paid by th party who bears primary responsibility for payment under the applicable statute or code. Real and personal cps qt taxes and assessments payable in the year of closing; collected rents on any existing tenancies; intere t; utilities; and other operating expenses shall be pro-rated as of Closing. If tenants pay any of the foregoing xpenses directly, then Closing Agent shall only pro rate these expenses paid by Seller, Buyer shall pay to Sel er at Closing an additional surn equal to any utility deposits or mortgage reserves for assumed financing for w ich Buyer receives the benefit after Closing. Buyer shall pay all costs of financing including the premium f the lender's title policy. If the Property was taxed Linder a deferred classification prior to Closing, then S liar shall pay all taxes, interest, penalties, deferred taxes or similar items which result from removal of t, Properly from the deferred Classification. At Closing, all refundable deposits on tenancies shall be creel' d to Buyer or delivered to Buyer for deposit in a trust account if required by state or local law, Buyer shall p y any sales or use tax applicable to the transfer of personal property included in the sale. a. Unpaid UtIfity Charges. Buyer and Seller X WAIVE El DO NOT WPIWE (do not waive if neither box checked)the right to have the Closing Agent di urse closing funds necessary to satisfy unpaid utility charges affecting the Proper pursuant to RCW 60.80. 1 "do not waive"is checked,then attach CBA Form UA("Utility Charges"Adds to thisAgreement, INIIIALS: BUYER DATE 71181201 SELLER TCZ— DATE BUYER DATE-- SELLER DATE -4t4 F.rrnganerat.aby:Tm, eFarMs` Vrrnnr.TrueFgnrs,com 800-409-I A2 i DocuSign Envelope ID:2620EE74-2556-4DA9-BtA6-98OC96CD8928 ©Commercial BroheBAssociation +" 2011 ALL RIGHTS RESERVED A CBA FgmI BS 1A Purchase&SaloAgreernent Rev,112011 COMMERCIAL& INVESTMENT MENT REAL ESTATE Page 5 of 13 PURCHASE&SALE AGREEMENT (CONTINUED) 0. POS7 CLOSING ADJUSTMENTS, COLLECTIONS, AND PAYMENTS,After Closing, Buyer and Seller shall recon ile the actual amount of revenues or liabilities upon receipt or payment thereof to the extent those items were rorated or credited at Closing based upon estimates- Any bills or invoices received by Buyer after Closh which relate to services rendered or goods delivered to the Seller or the Property prior to Closing shall e paid by Seller upon presentation of such bill or invoice.At Buyer's option, Buyer may pay such bill or invoic and be reimbursed the amount paid plus Interest at the rate of 12% per annum beginning fifteen (15) days am the date of Buyer's written demand to Seller for reimbursement until such reimbursement is made. NOW standing the foregoing, if tenants pay certain expenses based on estimates subject to a post-closing recon illation to the actual amount of those expenses, then Buyer shall be entitled to any surplus and shall be liable or any credit resulting from the reconciliation. Rents collected from each tenant after Closing shall be applie first to rentals due most recently from such tenant for the period after closing, and the balance shall be ap lied for the benefit of Seller for delinquent rentals owed for a period prior to closing. The amounts applie for the benefit of Seller shall be turned over by Buyer to Seiler promptly after receipt. Seller shall be entitle to pursue any lawful methods of collection of delinquent rents but shall have no right to evict tenants after losing. 10. OPE TIONS PRIOR TO CLOSING.Prior to Closing, Seller shall continue to operate the Property in the ordin course of its business and maintain the Property in the same or better condition than as existing on the d to of Mutual Acceptance but shall not be required to repair material damage from casualty except as othe ise provided in this Agreement.After the Feasibility Period, Seller shall not enter into or modify existing rental greements 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 agree ants affecting the Property which have terms extending beyond Closing without first obtaining Buyer's cause t,which shall not be unreasonably withheld. 11. POS sSION.Buyer shall be entitled to possession X on closing ❑ (on closing, if not completed). Buyer shall accept possession subject to all tenancies disclosed to Buyer during the Fees! ility Period. 12. SELL R'S REPRESENTATIONS. Except as disclosed to or known by Buyer prior to the satisfaction or waive 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, Seiler represents to Buyer that,to the best of Seller's actual knowledge; each of the following is true as of the date ereof: (a) Seller is authorized to enter into the Agreement, to sell the Property, and to perform its oblige ions 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 o ration and condition of the Property; (c)Seller has hot received any written notices that the Property or the b iness conducted thereon violate any applicable laws, regulations, codes and ordinances; (d)Seller has all ce ificates of occupancy, permits, and other governmental consents necessary to own and operate the Props y for its current use; (a) There Is no pending or threatened litigation which would adversely affect the Prope or Buyer's ownership thereof after Closing; (f) There is no pending or threatened condemnation or simile proceedings affecting the Property, and the Property is not within the boundaries of any planned or author ized local improvement district; (g) Seller has paid (except to the extent prorated at Closing) all local, state nd federal taxes(other than real and personal property taxes and assessments described in Section 6 abov attributable to the period prior to closing which,if not paid,could constitute a lien on Property(including any p rsonal property), or for which Buyer may be held liable after Closing; (h) Seller is not aware of any conce led material defects in the Property except as disclosed to Buyer in writing during the Feasibility Period; (i)Th re are no Hazardous Substances(as defined below)currently located in, on, or under the Property in a mann r or quanto� that presently violates any Environmental Law (as defined below); there are no under round s orage tanks located on the Property; and there is no pending or threatened investigation or INITIALS: YER t�W DATE 7r1$r2014 SELLER° DATE y& �11 YER DATE. SELLER fc — DATE _3 iI Formgenerate by Truei,orms" %,ww.TrueForms.com 800-499-9312 DocuSgri Envelope ID:2620EE74-2556-4DA9-BIAS-98OC96CDB92B Commercial waiters Association 2011 ALL RIGHTS RESERVED CW CRA warn Ps_iA Purchase&Sale Agreement Rev.1120i1 Page a 01`15 COMMERCIAL&INVESTMENT REAL ESTATE PURCHASE&SALE AGREEMENT (CONTINUED) raniardiai 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 "Flazardous 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 few, 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, than 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-13. Except for those representations and warranties specifically included in this Agreernent (i) Seller makes no representations or warranties regarding the Property;(if) Sailer 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, tanantability, habitability and use; (ill) Buyer otherwise 'Lakes 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. a4 This sale includes all right, title and Interest of Seller to the following tangible personal property: M None El 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 (16)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: a!( rights-of-way, Tights 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 Sellerrs 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, Ise INITIALS: BUYERA DATE SELLER--7/18/2014 -PLI DATE BUYER DATE SELLER '40 Or�1 f UATE lao 800-499-9612 DocuSign Envelope ID:2620EE74-2556-4DAg-B1A5,98OC96CDB92B ©Commercial BrokersAsseciation yry 20N y _ ALL RIGHTS RESERVED •ax.r"`AAA ',. CRA Fan PS-IA Purchase&Safe 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 dosing, 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. 17. CONVEYANCE.Title shall be conveyed by a Statutory Warranty Deed subject only to the Permitted Exceptions. if this Agreement is for conveyance of Sellers 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 5(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 5:00 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 1.16.050, or a date when the county recording office is closed, then the Closing Date shall be the next regular business day. DS INITIALS: BUYER DATE 7f18f2014 SELLER. _ DATE BUYER— DATE SELLER -.- - DATE Formgeneiatedby:TMeForms" w t.TmeFarms.00m 800-499-9612 DecuSign Envelope ID:2&2QEE74-25S6-4DA9-BlA5-980C96CDB926 r Cornmercisl arokers ASvcdatim 2011 ALL RIGHTS RESERVED CRA Form PS IA Purchase&Sale Agreement Rev.112011 page a of 13 COMMERCIAL&INVBSTMIiENT REAR ESTATE PURCHASE&SALE AGREEMENT (CONTINUED) 19. AGENCY DMCLOSURE. At the signing of this Agreement, Selling Broker emax InteckkV. maple Vail— Represented _ Soundbuiigl3ib"�f i c and the Listing Broker Raven Commercial Real Estate represented ylze Ciiv of LCent A yYasdin a®n Municipal Cosoasrstion 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(i€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 X 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 Sellers 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. DEFAULT AND AT,ONNETS FEE. (a) Buyer's default.In the event Buyer falls,without legal excuse, to complete the purchase of the Property, then(check one): 1X 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) Sealer's default.In the event Seller fails,without legal excuse,to complete the sale of the Property, then{ check one): X 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 proceedwith closing,whichever is earlier;or ❑ Buyer may, at its option, (a) bring suit against Seller for Buyers actual damages, (b) bring suit to specifically enforce this Agreement and recover any incidental damages, or (c) pursue any other rights or remediesavala slaworequity. INITIALS: BUYER DATE: 7�1� bl?014 SELLER y 1 DATE W a I BUYER DATE SELLER DATE FormgeneraWbr True Fo:zias'" MmelmeFoams.com 860d8&9872 � t DocuSign Envelope ID:2620EE74-2556,4DA9-B1A5-980C96CDB92n @Commercial rakers Association / 2011 ALL R GHTS RESERVED CRAForm PS 1A Purchas &Safe Agreement Rev.1/2011 _. _... -Page 9of 13 _.. _..... . COMMERCIAL$ INVESTMENT REAL ESTATE PURCHASE&SALE AGREEMENT (CONTINUED) Neither Buyer nor Setter may recover consequential damages such as lost profits. If uyer or Seller institutes suit against the other concerning this Agreement, the prevailing party is entitled to re sonabfe attorneys' fees and expenses. In the event of trial, the amount of the attorney's fee shall be fixed by the court, The venue of any suit shall be the county in which the Property is located, and this Agreement s all 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 0 ereto state fie entire understanding of Buyer and Seller regarding the sale of the Property. There are n verbal or other written agreements which modify or affect the Agreement. b. Counterpart Signatures.This Agreement may be signed in counterpart, each igned counterpart shall be deemed an original, and all counterparts together shall constitute one and the a,, agreement. c. Electronic Delivery,Electronic delivery of documents (e.g., transmission fay fac.imile 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 replac electronically delivered offers or counteroffers with original documents. d. Section 1031 Like-Kind Exchange,If either Buyer or Seller intends for this tre action to be a part of a Section 1031 like-kind exchange, then the other party agrees to cooperate in the c pletion of the like-kind exchange so long as the cooperating party incurs no additional liability in doing o, and so long as any expenses (including attorneys fees and costs) incurred by the cooperating party It are related only to the exchange are paid or reimbursed to the cooperating party at or prior to Closing. No ithstanding Section 20 above, any party completing a Section 1031 like-kind exchange may assign this A reement 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, unl as sooner withdrawn. If this offer is not timely accepted, it shall lapse and the earnest money shall be re nded 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 Agree ant shall lapse and the earnest money shall be refunded to the Buyer. No acceptance, offer or county ffer from the Buyer is effective until a signed copy is received by the Seller, the Listing Broker or the lice sed office of the Listing Broker. Na acceptance;offeror counteroffer from the Seller is effective unti(a si"Re copy is received by the Buyer, the Selling Broker or the licensed office of the Selling Broker. "Mutual Acce Lance" shall occur when the last counteroffer is signed by the offeree, and the fully-signed counteroffer h been received by the offeror, his or her broker,or the licensed office of the broker. If any party is not repre ented 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 ag yes to deliver to Seller within ten (10) days of Seller's written request copies of all materials received fr m Seller and any non- privileged plans, studies, reports, inspections, appraisals, surveys, drawings, perm a, applications or of development work product relating to the Property in Buyer's possession or con rol as of the date this Agreement is terminated. DS INITIALS: BUYER �W DATE 7/18/2014 SELLER DATE 1 BUYER DATE SELLER r "c DATE . 'Y Forrngeneratedby.Ti'ueloorms" vw .TmeFormsxam 800499-9812 DacuSign Envelope ID:2620EE74-2556-4DA9-BIA5-980C96CDB92B Cammemial Sfoker,Associa5m 2011 ALL RIGHTS FESERVED GEA Fon PS to Purchase&SafeAgreement Re,1/2011 Page 10 of 13 COMMERCIAL&INVESTMENT REAL ESTA I E 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 self 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 6 % of the sales Brice or$--, The commission shall be apportioned between Listing Firm and Selling Firm as specified in the listing or any co-brokerage agreement. If there is no listing or written co-brokerage agreement,then Listing Firm shall pay to Selling Firm a commission of 2.5 %of the sales price or$ 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 Seiler 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 SPOKEN.ADD 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 7/18/2014 -Z INI'VIALS: BUYER DATE SELLER j DATE L BUYER DATE SELLER DATE Form generated by:Twuesomt e mrar.TureFo"scom 800-49"612 Dopu%n Envelope ID:2620EE74-2556-4DA9-BIA5-98OC96COB92B commercial Brokers Association 2g11 ALL RIGHTS RESERVELS ORA Fonn PS 1A Purchase 8 SaleAgreemenl Rev.1t2011 Page 11 of 18 COMMERCIAL 8 INVESTMENT REAL ESTATE PURCHASE&SALE AGREEMENT (CONTINUED) 28. IDENTIFICATION OF THE PARTIES.The following is the contact information for the parties involved in this Agreement: feu It Seller Contact: Soundbulft NW LLC Contact: The City of Ketat A Wasfaitaeiton Nunicipal Corporation Address: PO6ox73790 Address: Puyallup, WA 98373 Business Phone: 253-539-0 16 Business Phone: Mobile Phone: Mobile Phone: Fax 253-535-0977 _ Fax: Email kufI@soundbuilthomes.com Email: Selling Firm Listing Firm Remar fntggrity,Mal Malley Raven Commercial Real Estate Assumed Name(if applicable): As Name(if applicable): Selling Broker. I Todd Pettit Listing Broker: Jason Wilcox _ Address: 27317 JWV B®Hwy,Suite A-110 Address: 317 West Meeker Streer Suite E ft qba ValleV, WA 98038 Kent WA 98032 Business Phone; 425-433-6434 Business Phone: Mobile Phone; 206-940.0212 Mobile Phone:. 206-919-7643 Email: &1and@_cma11.com Email: jyticox(gravencre.com Fax: 42a-433-6443 Fax: MILS Office No.: 2885 MLS Office No.: Licensed Office of Seising 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: 425-301-1997 Business Phone: Mobile Phone: Mobile Phone: Fax: Fax: CBA Office No.: 1002665 CBA Office No,: 9002626 Coureesy Caapr{of Lfotices fo B1� er to: CoaaPtes Cossv of fNotiCes Qo SeileP to: Name: Soundbuflf NW LLC Name: Address: PO Box 73790 Address: F'uvallup WA 98373 Business Phone: 253-539-8116 Business Phone: Fax: 253-535-0977 Fax: — Mobile Phone: Mobile Phone: '.. Email: deuri( ,soundbuilthomes,com Email: INITIALS: BUYER li DATE 7/18/2014 SELLER T 5 DATE BUYER DATE SELLER DATE Form genmued by:TiVeForms'" Vw XrueForms.com 80049"612 i I DccuSign Envelope ID:2620EE74-2556-4DA9-31A5-98OC96CD8928 O Commercial Bro&ersAssociatior ^, ,/' 2011 �Sl ALL RIGHTS RESERVED CRA Form PS 1A Purchase S Sale Agmament Rev 112011 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. Kurt wilSon Buyer printed name and type o®entity Buyer printed name and type of entity Da Signed by: �iC,saw Buyer xse , _ Buyer Signature and tl e Signature and title Date signed 7/18/2014 T Date signed Seller printed name and type of entity Seller prinf d name and type of ent ?? J Seller _" Seller ? S[�nat re and title nature and title l y'Z. f=� i� . � Date signed A c # ' AIM• p Mire signed c� � �-2 �f ) -five/vir / DS INITIALS: BUYER DATE 7/18/2014 SELLER. DATE � BUYER DATE SELLER yr° DFlTE 'a4- I Fcrmgenerated'oy:isaPeFoems wwna:TrvaFarm�.aom &00-d99-8612 DocuSlgn Envelope ID:2820EE744-2556-4DAg-B1A8-9WC38CDB92B OCommerriai erok.mAseoclation 2011 CBt ALL RIGHTS RESERVED CSA Farm PS_IA Purchase&Sale Agieament Rev.112011 Page 13 of 13 COMMERCIAL&INVESTMENT REAL ESTATE PURCHASE&SALE AGREEMENT (CONTINUED) [Legal Description] BEES'ON S LN OFNW 114 OF, MW1142oo r7 woF=WIUTGN OF 36774 AVE ST14 N'170 E7'7H N PLbtr W RD JWGA1130 FT T14 E70 FTT°H S 7O BEG H7/18/203.4 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, INITIALS: BUYER DATE SELLER *-�+" g DATE r� BUYER DATE_ SELLER_ C_�_ -'"- DATE" � Form generated by:TPueForms" varmTruelcoms.com 8M499-9612 DocuSign Envelope ID:2620EE74-2556-4DA9-BlA5-980C96CDB92B O Commaiclal @rokers AssodatPtln _ 2a11 ALL RIGHTS RESERVED CBA Farm EMN EA1 promissory Note Rev.1/2011 Page 1 of 1 EARNEST MONEY PROMISSORY NOTE $ 55,fft.Gl9 _ Place: Kent OVA Date: Decamiger6, 2{t13 FOR VALUE RECEIVED, Soundbui4t NW,LLC ("Buyer") agrees to pay to the order of ("Holder")the sum of Dollars(S__ 2.5+30.GQo __j 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 This Note is evidence of the obligation to pay earnest money under the purchase and sale agreement (the"Agreement")between the Buyer and The C;tv of df®n? A VYa3Jrlaarraon fAtan6croal CoP�aOPsti®ra ("Seller°) dated 9uly is 2o3ig for the property located at: 3535 S 232nd St(PARCEL t,12222Q4.-✓t99) 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 bolder brings suit to collect any amounts due on this Note, Buyer 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 defaufP. BUYER DocuSignod by: By Kurt lvilson Pridted Name and Title '" Da rat enfer°oil closintl" as the.date this Note beeome- due acid balable because closing under the Purchase dgreemant is not certain to occur In read insert a so4cinc date or n event That is certain to occur. Farm generated by:3'TaeE Frti'ins WNN.r:TYUaropalS.Niry 860-43g-36'I2 DocuSign Envelope ID:2620EE74-2556-4DA9-B1A5-980C96CDB92B ©Commercial Brokers Association ' 2011 ` ALL RIGHTS RESERVED CBAForm VLA Vacant Land Addendum Rev.1/2011 Page 1 of 2 {VACANT LAND ADDENDUM The following is part of the Purchase and Sale Agreement dated July 18 2014 (the"Agreement') between The Cif i of Kent A Washfnelton Huniclpaf Corporation ("Seller") and Soundbufrf LLC ("Buyer"), regarding the sale of the Property known as: 3536 S 252nd St(PARCEL#222204-9111) (the"Property"). 1. Closing Date. Closing shall be 10 days(30 days if not filled in)after tire 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 he 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$ 1.00Q00 for each Extension Period. Each extension fee shall be paid to ❑Seller Xclosing 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. S. 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 15 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.) j7( removal of any governmental moratoria which prevent construction activities from commencing on the Property as of Closing LJ a master use permit has been issued for the Property ❑ a grade and rill permit has been issued for the Property a building permit has been issued for the Property ❑ other os IJ 7/18/2014 g,,5,, DATE INITIALS: BUYER DATE SELLER M_^&t" BUYER DATE SELLER,rzlf Form generated by:T1veirorms" wpnv.Trualcorms.com 800-4904612 DocuSign Envelope HD:21320EE74-255&-4DAgF-BlA5-980096CDB92B Q Commercial BrokentAssoclatidn 2011 ALL RIGHTS RESERVED CBA Four VLA Vacant Land Addendum Rev,112011 Page 2 o,12 VACANT LAND ADDENDUPT.1 (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 net reimbursed by Buyer. Buyer agrees to make available at Sellers reasonable request any plat maps, drawings, or information relating to applications or submittals for the Property made by Buyer to any governmental agency. 5. Buyees Pre-Closing Deve-lopm ent 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 Buyers 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 Buyers expense, Buyer agrees to indemnify and defend Seller from all liens, costs, claims, and expenses, including attorney's and experts 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, S. 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, ths 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. Seiler 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, 7a Menneranduin 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, Coufflict. In the event of any conflict between the terms of this Addendurn and the Agreement, this Addendum shall control. IDS 14-- INITIALS: BUYER DATE DATE 7/18/2014 SELLER-1_4 DATE BUYER SELLER DATE 00,11111X F.gp�ne,.tadhy:TmeForms- 1u .TrueForMs,boM 800-4gM512 DriouSign Envelope ID: 0 Commercial Broluare Association 2011 cklff� ALL RIGHTS RESERVED OBA Form PSA Addendum/Amendment to PaA Rev.112011 Page I of I 9 ADDENDUM/AMENDMENTTO PURCHASE AND SALE AGREEMENT The following is part of the Purchase and Sale Agreement dated July 18 2014 (the"Agreement"), between The City of Kent,A Washington Municipal Corporation and Soundbuffit NW LLC ("Buyer"), regarding the sale of the Property known as: 3536 S 262nd St 'PARCEL#222204-9111) (the"Property"). IT IS AGREED BETWEEN THE SELLER AND BUYERAS FOLLOWS: This offer is contingent on Buyers approval of Seller provided documentation regarding all aspects of said property, Seller to provide what documentation they have in their possession to assist in Buyers feasibility study. Seller to Identify1mark actual lot corners within ten days of mutual acceptance. Seller authorizes Buyars Closing Agent at Sellers expense to apply for an ALTA or comparable Extended Coverage Title Insurance Policy. Buyer shall pay the increased costs associated with the Extended Coverage Policy,including the excess premium other that charged fora Standard Title Insurance Policy, and the cost of any survey required by the Title insurer, Seller Is to pay Todd Pettit of REIMax Integrity a 2,5%commission. ALL OTHER TER 7&Ad9D CONDITIONS of the Agreement remain unchanged. DATE 7/18/2014 INITIALS. SELLER DATE BUYER DATE SELLER DATE ✓7�11 Form generated by.TrueForme` w Jru*Form&ccun 890-4[M9612 DecuSian Envelope 10:2620EE74-2556-4DAR-BlA5-98OC96CD-592B CMMGreal Brokers Associadoli 20V. ALL RIGHTS RESERVED CRA Pon PSA Add.rdurn/Amendment to P&A Rev.1/2611 Page I of I A ADDENDURIIANIENDMENT TO PURCHASE AND SALE AGREEIMEM7 The following is part 014 the Purchase and Sale AgRaernent dated -1,12014 (the "Agreernent"), between Tha City oj'Kej7tAWashin,cltonffiun'c'galCo!poratior, ("Seller"), and Se--, ("Buyer'), regarding the sale of the Property known as: 3536S252ndf.�PARCEL f22220 9111) (the"Property"). ITISAGREED BETWEEN THE SELLER AND 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 Council's("City Councff's'q prior authorization to self the Property under this Agreement rCounc#Authofization'J, which may or not be granted in the City Council's sole discretion. Seller shall hot be liable or obligated for any burden or loss, financial or otherwise, incaned 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 orprovisions of the Agreement, each party shall pay its own costs and attorneys fees. ALL OTHER TERArWID CONDITIONS of the Agreement remain unchanged. �v IMMALS: BUYER DATE 7/IB/2014 B5 SELLER DATE BUYER DATE SELLER ONFE F. Form generated bT,TmeForme ks,"I.Truer.me.com V Commerclai Brokers Association '.. 2041 ALL RIGHTS RESERVED CBA Form XA Exclusive Agency Rev.112011 Pago 1 of 4 EXCLUSIVE AGENCY SALE LISTING AGREEMENT This Agreement is made by and between The City of Kent A Municipal Corporation ("Seller") and Raven Commercial Real Estate ("Firm"). Seller hereby grants to Firm the exclusive and irrevocable right to sell and to receipt for deposit in connection therewith Seller's commercial real estate legally described as set forth on attached Exhibit A and commonly described as Parcel#222204.9111 City o f Kent King County, Washington (the "Property"). 1. DURATION OF AGREEMENT.This Agreement shall commence on 0710912014 and shall expire at 11:59 p.m, on 0210812015 2. PRICE AND TERMS. Seller agrees to list the Property at a price of$ .72,000.00 and shall consider offers that include the following terms: Possession: Upon Closing Terms: Cash or Conventlonal Financing 3. DEFINITIONS.As used in this Agreement, (a)"CBA"shall mean the Commercial Brokers Association; and (b) "sell" shall mean sell, contract to sell, enter into a contract to sell, exchange, lease for over 5 years, and/or enter into an option to purchase the Property. The phrases "this Agreement" and "during the term hereof include separate,written extensions or renewals of this Agreement. 4. AGENCY / DUAL AGENCY.Seller authorizes Firm to appoint Jason Wilcox CCIM as Seller's Listing Broker. This Agreement creates an agency relationship with Listing Broker and any of Firm's brokers who supervise Listing Broker's performance as Seller's agent ("Supervising Broker"). No other brokers affiliated with Firm are agents of Seller, except to the extent that Firm, in its discretion, appoints other brokers to act on Seller's behalf as and when needed. If the Property is sold to a buyer represented by one of Firm's brokers other than Listing Broker ("Buyer's Broker"), Seller consents to any Supervising Broker who also supervises Buyer's Broker acting as a dual agent. if the Property is sold to a buyer who Listing Broker also represents, Seller consents to Listing Broker and Supervising Broker acting as dual agents, Seller has received from Listing Broker the pamphlet entitled "The Law of Real Estate Agency." If any of Firm's brokers act as a dual agent, Firm shall be entitled to the entire commission payable under this Agreement plus any additional compensation Firm may have negotiated with the buyer. 5, PROPERTY OWNERSHIP AND INFORMATION.Seller warrants that Seller has the right to sell the Property on the terms set forth in this Agreement and agrees to furnish and pay for a buyer's policy of title insurance showing marketable title to the Property.. Seller also warrants that the Property information on the Property Information pages of this Agreement is correct.Seller understands that Firm and other members of CBA wi0 j make representations to prospective buyers based solely on the Property information in this Agreement and agrees to indemnify and hold Firm and other members of CBA harmless in the event the foregoing warranties are incorrect.Seller acknowledges that following closing, the amount of the purchase price and any other ',.. terms of the sale of the Property shall not be deemed confidential information, and Seller authorizes disclosure of the same. Seller acknowledges receipt of a copy of this Agreement, with the Property Information pages of this Agreement fully filled in. Form generated by;True Forms" w .TruePormsmom 600-499-9612 , i I I o commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form XA Exclusive Agency Rev,112011 Page 2 of 4 EXCLUSIVE AGENCY SALE LISTING AGREEMENT (continued) 6. CLOSING COSTS. In addition to purchasing a buyer's policy of title insurance, Seller agrees to pay one-half of any escrow fees. Rents, insurance, taxes, interest and reserves on assumed encumbrances are to be prorated between Seller and buyer as of the date of closing.A sale on real estate contract shall be orrm �pB Drr i t er-e.. 6w.6. 11)rl 50UA, - - 3 7. COMMISSION, Firm shall be entitled to a commission if: (a) Firm sells or procures a buyer on the ter of this Agreement or on other terms acceptable to Seller; (b)Seller sells the Property through any other real estate Firm during the term of this Agreement; (c) Seller sells the Property within six months after the expiration or sooner termination of this Agreement to a person or entity that submitted an offer to purchase the Property during the term of this Agreement or that appears on any registration list provided by Firm pursuant to this Agreement or to an "Affiliate" of such a person or entity that submitted an offer or that appears on the registration list; (d) the Property is made unmarketable by Seller's voluntary act; or (e)Seller withdraws the Property from sale, or otherwise prevents Firm from selling it. The commission shall be calculated as follows: Six percent of netsa/es price i i Firm shall submit any registration list to Sellerwithin 15 days after the expiration or sooner termination of this Agreement and shall only include on the registration list persons or entities to whose attention the Property was brought through the signs, advertising or other action of Firm, or who received information secured directly or indirectly from or through Firm during the term of this Agreement. Seller shall provide the registration list to any other brokers that assist the Seller with this Property. "Affiliate" means, with respect to any person or entity that submitted an offer during the term of this Agreement or that appears on the registration list, any buyer which has more than a 10% ownership or voting interest in such an entity or any buyer in which more than 10% of the ownership or voting interests are owned or controlled by such a person or entity. 8. FIRM/MULTIPLE LISTING, Firm shall cause this listing to be published by CBA for distribution to all CBA members through CBA's listing distribution systems. Firm shall cooperate with all other members of CBA in working toward the sale of the Property. Seiler understands and agrees that all Property information contained in this Agreement or otherwise given to CBA becomes the Property of CBA, is not confidential, and will be given to third parties, including prospective buyers, other cooperating members of CBA who do not represent the Seller and, in some instances, may represent the buyer and other parties granted access to CBA's listing systems. Seller agrees that Firm may record this Agreement. Regardless of whether a cooperating member is the broker of the buyer, the Seller, neither or both, the member shall be entitled to receive the selling office's share of the commission as designated by the listing office. IT IS UNDERSTOOD THAT CBA IS NOT A PARTY TO THIS AGREEMENT, AND ITS SOLE FUNCTION IS TO FURNISH THE DESCRIPTIVE INFORMATION SET FORTH IN THIS LISTING TO ITS MEMBERS, WITHOUT VERIFICATION AND WITHOUT ASSUMING ANY RESPONSIBILITY FOR SUCH INFORMATION OR IN RESPECT TO THIS AGREEMENT. I I Form generated by:TiVeFormS" vrvrv.TrueFcnms.com 800-499-9612 i 6 Commercial Brokers Association tf 20ii ALL RIGHTS RESERVED CBA Farm XA Exclusive Agoncy i Rev.112011 Page 3 of A EXCLUSIVE AGENCY SALE LISTING AGREEMENT (continued) I i 9. ss , 10. ADDITIONAL TERMS. In addition to the Property Information pages of this Agreement and Exhibit A (legal description),thefollowing amendments or addenda(which are also attached hereto)are part of this Agreement: SELLER SellerlAuthorized Signature SellerlA thorized Signature u Name: Name: -),J� We-i.+{ Title: __ Title: Date: Date: `�k' it-, � I FIRM Raven Commercial Real Estate Firm (Company) (Offi /J By (AuthorFz d Representative) Date 7 I Form generawdby:TrueForme- veaw.TmaForms.com 800-499-9612 i ©Commercial Brokers Aswdation �1 2011 ALL RIGHTS RESERVED '.. CSA Form XA Exclusive Ageney Rev.1t2011 Page 4 of 4 EXCLUSIVE AGENCY SALE LISTING AGREEMENT (continued) j EXHIBIT A (Legal Description] BEG OMSLMOFMW114OF SIN 114200FTWOFWMGMOF36THAVESTHW70FTTHMPLWWRD MOM 130 FT T'H E 70 FT TH S TO BEG i i I Form generated by;True Forms"' w .TrueFormrrxom 800-,IM0612