HomeMy WebLinkAboutPK16-054 - Original - Oakpointe Holdings, LLC - Pine Tree Park Purchase - 12/03/2014 i
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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 Oakpointe Holdings LLC
Vendor Number:
JD Edwards Number
Contract Number: ?K-Ili -
This is assigned by City Clerk's Office
Project Name: Pine Tree Park / Oakpointe Purchase and Sale Agreement
Description: ❑ Interlocal Agreement ❑ Change Order ® Amendment ❑ Contract
❑ Other: Amendment 3 Exclusive Agency Sale Listing Agreement
Contract Effective Date 12/03/14 Termination Date: 12/12/14
Contract Renewal Notice (Days):
Number of days required notice for termination or renewal or amendment
Contract Manager: Kurt Hanson Department: Econ & Comm. Dev.
Contract Amount:
Approval Authority: (CIRCLE ONE) Department Director Mayor City Council
Detail: (i.e. address, location, parcel number, tax id, etc.):
As of: 08/27/14 !
Form 26 MCnpyrlght 2012
Vacant LandFurohsae A Sete Nodiwosel MtOple Listing Sorvke
Rev.12112 VACANT LAND PURCHASE AND SALE AGREEMENT ALL RIGHTS RESERVED
Page 1 of s SPECIFIC TERMS
1. Date: Re amber 3.2014 MLS No.:
2, Buyer: Onkpointe Holdings LLC and/or assigns
3, seller. City of Kent
4, Property: Cax Pamal No($).: 322205-9116 ( King _ County?
Street Address: Washington
Legal Description:Attached as Exhibit A.
S. Purchase price;5 ;'200,000.Q9 Two_ Million jAlffaafted ho s lis 01 00
6, Earnest Money:(To be held by 0 Selling Firm;d Closing Agent) ($150, 000.00)
Personal Chad:$ :Note:$ :Other( ):$
7, Default:(check only one)d Forfeiture of Earnest Money;Q Seller's Election of Remedies
6. Title Insurance Company: First erican Tit ns nce o.
9. Closing Agent:Q a qualified closing agent of Buyers choke;d First American Title-Brie Sudderth
1o, Closing Date: sea Addendum 34 attached hereto
11, Possession Dale:21 on Closing; 0 Other
12, Offer Expiradon Date: 12/12/14
13. services of Closing Agent for payment of UtltiUes:d Requested(aboln NWMLS Form 22K);O Waived
14. Charges and Assessments Due After Closing:❑assumed by Buyer,d prepaid In full by Seller at Closing
15. Subdivision:The Property:O must be subdivided before :d Is not required to be subdivided
16, Feasibility Contingency Expiration Date:d90 days after mutual acceptance;❑Other,
17. Agency Disclosure: Selling Broker represents:Q Buyer, 0 Seller,O both parties;d neither party
Listing Broker represents: d Seller, O both parties
18, Addenda: 3,1Earnest Money) 34(Addendum) 2211)(Optionnt Cigusesl 22T17fille Cont.)
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1022 NE Points Drive,Suite 310
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Kirkland.WA 98033
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425.898.2100 425.898-2139
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$owns Firm MLS o No. Us"firm MLS OffIca No,
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Phone No. Flan Fdx NO P one No, Plrm Fax No.
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Form26 cc hl got
2
Voranl Lend Plmhare a sale VACANT LAND PURCHASE AND BALE AGREEMENT NOn�'ieal MWd a Ualing service
Rev.12112 GENERAL TERMS ALL RIGHT RESERVED
Page 2 d 6 Ca LTE
a. Purchase Price.Buyer shell pay to Sailor the Purchase Price,Including the Eamest Money,In cash at Closing,unless 1
otherwise speonled In this Agreement.Buyer represents that Buyer has sufficenl funds to close this sale In accordance 2
with this Agreement and Is not relying on any contingent source of funds,including Funds from loans, The sale of other 3
property,gifts,retirement,or fulure earnings,except to the extent cihenvlse specgied In this Agreement, 4
b. Eamest Money. Buyer shall deliver the Eames( Money within 2 days after mutual acceptance of this Agreement to 5
Soiling Stoker who will deposit any check to be hold by Selling Firm,or deliver any Eamest Money to be held by Closing 8
Agent,within 3 dogya of tecaippI or mutual acceptance,whichever occurs later. If the Eamest Money Is held by Selling 7
Firm end is over 510,000.110 N shall be deposited into an Interest h aangfrust account In Selling Firm's name provided 8
that Buyer completes an IRS Form W-9.Interest,if any,after deduction of bank charges and fees,will be paid to Buyer. 9
Buyer shall reimburse Setting Firm for bank charges and(Sea In excess of the interest earned, If any. It the Eamest 10
Money hold by Selling Finn is over $10,000.00 8uyor her, the option to require Selling Firm to derail the Eamest 11
Money Into the Housing Trust Fund Account,with the Interest paid to the State Treasurer,if both Seller and Buyer so 12
agree in witting.it the Buyer does not complete an IRS Farm W-9 before Selling Firm must deposit The Eamest Money 13
or the Eamest Money is $10,000.00 or less, the Eamest Money shall be deposited into the Housing Trust Fund 14
Account.Salllnp Firm may transfer the Eamest Money to Closing Agent at Closing,if all or part of the Eamest Money Is 15
to be refunded to Buyer and any such costs remain unpaid,IRS Saliing Firm or Closing Agent may deduct and pay them 18
therefrom.The parties Instruct Closing Agent to provide written ved0catton of receipt of the Earned Money and notice of 17
dishonor of any check la the parties and Brokers at the addresses and/or fax numbers provided herein. 1s
Upon termination of this Agreement,a party or the Closing Agent may deliver a form authorizing the release of Eamest 10
Money to the other party or the ponies.The parITy shall execute such form and deliver the some to the Closing Agent, 20
If akher party falls to execute the release form,Iha other petty may make a written demand lc the Closing Agent for the 21
Eamest Money.it only one party makes such a demand,Closing Agent shall prompOy deliver notice of the demand to 22
the other parry.If the other party does not object to the demand within 10 dayys of Closing Agent's notice,Closing Agent 23
shell disburse the Eamest Money to the party making the demand, If Dkrsing Agent compiles with the preceding 24
process,each party shell be deemed to have released Closing Aggent from any and all claims or liability related to the 25
diabureal of the Eamest Money.The parties are advised that,natvdlhstanding the fforegoing,Cloain Agent may require 28
releaponies
e of theaEemest Mcnegreto the other pa�ty wh disbursing rrql d to do sosunder Inag.s Agreemeent,first ails
ptany authorize
allll be in he 28
Interrpplleader action Id Thae county In either
the Property Is Ihoo d party
For purposes of thiss Section,the(term Closing 30
Agent Includes a Selling Firm holding the Eamest Money.The parties authorize the party commencing an Interpleader 31
32
action(o deduct up to$500.00 for the costs thereof,
c. Condition of Tide.Unless otherwise specined in this reement,title to the Property shall be marketable at Closing. 33
The rollowing shall not cause the OOe to be unmarkeleh el dahis, re servallons,covenants, conditions and restrictions, 34
presently of record and general to the eras; easements an encroachments, not materially affecting the value of or 35
unduly Interfering with Buyer's reasonablo use or the Property; and reserved on and/or mining rights, Monetary 38
encumbrances or Ilene not assumed by$uyor,shell hs pold or discharged by Seller on or before Closing.TIAe shall be 37
conveyed by a Statutory Warranty Dead, If this Aggreement is (or conveyance of a buyer's interest In a Real Estate 38
Contract. the Statutory Warranty Dead shall Intuits a buyers assignment of the contract suPoolenl to convoy after 39
acquired One.If the Property has been sham plafted,the Shari Plot numbor is in the Legal Description. 40
d Tltio Insurance, Seller authorizes Buyer's lender or Closing Agent, at Sailor's expense, to apply for the then-current 41
ALTA form of standard form owner's policy of Oils Insurance frSm the TIT Insurance Company, If Sallor previously 42
received a preliminary commitment from a TTtie Insurance Company that Buyyer declines to use, Buyer shell pay any 43
cancellation fees owing to the original Title Insurance Company.Otherwise,To potty applying for 8Oa Insurance shall 44
pay on Otie oarkce11a1Wn fee,in the event such a fee Is assessed,The Tills Insurance Company shall send a copy of 48
the preliminary commitment to Seller, listing Broker, Buyer and Selling Bicker. The preliminary commitment, and the 48
flue polloy.to be Issued,shall contain no axes no;other than the General Exclusions and Exceptions In said standard 47
farm and Special Exce dons consistent with the Condition orlYtie herein provided,If Otte cannot be made so Insurable 48
prior,to the Cloying Dole,then as Buyer's sale and exclusive remedy,The Earnest Money shall untaso Buyer elects to 49
waive Much dafacts or encumbrances,be refunded to the Buyer,less any unpaid costs desedbaj In this Agreement,and 50
this Agreement shell thereuppon be terminated, Buyer shall have no right to speollic performance or damages so a 51
consequence of Seller's inaWlfty to provide Insurable IT 62
e, Closing and Possession.This sale shall be closed by The Closing Agent on the Closing Dale."Closing"means the 63
data on which ell documents are recorded and the sale proceeds are available to Seller,if the Closing Date falls on a 84
Saturday, Sunday,loyal holiday as donned In ROW 1,16.060, or day when the county recording office is closed, the 55
Closing Agent shall ciaae the transaction on the next day that is not a Saturday,Sundayy,legal holiday,or day when the 50
county recording oftice Is aimed.Buyer shall he entitled to possession at 9:00 P.m.on tha Possession Date.Seiler shall 57
maintain the Property In its present condition,normal wear and tear excepted,until the Buyer is entitled to possession. 58
Seller shall not enter Into or modify existing teases or rental agreements, service conlrado or other agreements 59
affecting the Property which have terms extending beyond Closing without Oral obtaining Buyer`s consent,which shall BD
not be unreasonablywithheld,
Initials: BUYER Ak fba — Date: I 7-bhA_ SELLER: Date:
BUYER: Date; SELLER:;-` =�- Dale: ��T%
Fames ®nepydgM2n12
Vacant twoPurchare 6 site VACANT LAND PURCHASE AND SALE ABREBMENT NaALL R Mulupb RESERVED
smvlea
Rev.12/12 ALL RiaHTs RESr:RVEtl
Page 3 or 5 GENERAL TERMS
CaAMued
L Section 1031 Llko•Klnd Exchange,If either Buyer or Sailer Intends for this tranaaohon to be a part of a Section 1031 62
like•klnd exchange, then the other party shall coo Smile In the completion of the Ilke-kind exchange so long as the 83
coo Sailing party incurs no additional liability in dZ g to,and so long as any expenses pnaluding sltomays fees and 64
costa)Incurred by the cooperatng ppartyy Ihel are related only to the exchange are paid or reimbursed to the cooperating 65
part yy at or prior to Clo l NotwiIMI nding the AeslgnmSnt paragraph of this Agreement, any party oomplating a 68
Becton 1031 like-kind exchange may assign this Agreement to Its qualified Intermediary or stay entity set up for the 6677
purposes of completing a reverse exchange.
g, closing Coats and Prorallona and Charges and Assessments, Seller and Buyer shall each pay One-half of the 69
escrow fee unless otherwise required by applicable FHA or VA regulations,Taxes for the current year,rent, Interest, 70
and Minable homeowner's association dues shall be prorated us of Closing, Buyer shah pay Buyyers loan costs, 71
Including credit report,appraisal charge and lenders titia insurance,unless provided otherwise In this A reement.If any 72
payments are delinquent on encumbrances which will remain after Closing, Closing Agent is instructed to pay such 73
dellnquenales at Man from mono y due,or to be paid by,Seller. Buyer shall pay for remaining fires In the fuel tank lf, 74
pdar to Closing,Seller oblelns a written statement as to the quantity and current price from the Supplier,Sailer shall pay 15
all utility charges, Including unbilied charges, Unless waived in Specific Term No. 13, Seller and Buyer request the 76
services of Closing Agent In disbursing funds necessary to satisfy unpald utility chargas in accordance with RCVJ 60,80 77
and Seller shall provide the names and addresses of ell allhtiae providing service to the Property and having Ilan rights 78
79
(attach NWMLB Form 22K Idantlocallon of Utilities or equivalent).
Buyer Is advised to Verify the existence and amount of any local Improvement district, capacity ar impact charges or all
other assessment$that may be charged against the Property before or after Closing,Seller ail pay such charges that 61
are encumbrances at the lime of Closing,but becoming due after Closnglng. or that are or shall be paid as spread become Spe iflcTerm or No.1A lasing, Chergae levied before 003
h, Sale InformaUon. Listing Broker and Salting Broker are authorized to report this Agreement Qnciuding price and eh 64
terms)to the Multiple Us11ng Service that published it and to its members,fitmnaing Inslhullons,appraisers,said anyone 85
else related to this Sale.Buyer and Seller expressly authorize eh Closing Agents,appraisers,of Insurance companies, 88
and others related to this Sato, to furnish the Listing Broker and/or Selling Broker, on request,any and ail Information 8877
and copies of documenls concerning this Sale.
t. FIRPTA•Tax Withholding et Closing,The Cosing Agent is Instructed to prepete a cartiflca8on(NWMLS Farm 22E or 89
equivalent that Seller Is not as'foreign person'within Ore maening of the Foreign Investment In Real Property Tax Act. 90
Closing Allgentt is this
to withholdf and paforeign
Ale required amountito the Internal Ron is evenue Service�pt from FIRPTA, 992
J. Nodose. In consideration of the license to use Ihis and NWMLS's companion forms and for the berte9l of the Uzling 93
Broker and the Salting Broker as well as the orderly administration of the offer, counteroffer or this agreement, the 94
parties Irrevocably agree that unless otherMse.5oadRed In this Agreement, any notice required or permitted In, or 95
related to,this Agreement(Including revocations oft offers or counteroffers)must be In waiting,N06005
yto Sailer must be 90
97
at signed
licensed oEfice.ol Using Brokeir6Notices to Buyer muff be signed the hcoyy st Is received
e sl one Selb SaiBand shall be deeemeer d 98
given only when the notice Is received by Buyer,by Selling Broker or at the Iiaeneed office of Selling Broker.Receipt by 99
Balling Broker of a Farm 17 or 17C (whichever is applicable), Publla Offering Statement or Resale Certificate, 100
homeowners' assocaton documents provided pursuant to NWMLS Farm 220, or a preliminary commhmenl for title 101
Insurance provided pPursuenl to NWMLS Form 22T.shall be doomed receipt by Buyer.Selling Broker and Listing Broker 102
have no respanafbillly io adviso of receipt of o notice beyond either phoning the party or causing a copy of the notice to 103
be delivered to the pady's sddraes shown on this Agreement,Buyer end Seller must keep Sailing Broker end Usting 104
Broker advised of their whereabouts in order to receive prompt notification of receipt of a notice.
and stated 105
In k. this Agreement shall of Time,alert an tless he daysfolloow ng thed enevent commencing the perioperiod d end shell expire at 9:0easured In 0 p.m.of the 107
last calendar day of the spsaNiad p Hod of lime.Excppeeept for thpe Possession Dale,H the lest day is a Saturday,Sunday 103
Saturrday Sunday orlegal holiday.Any sepecified pulz of 5 days or eriod less shall not Include 9 Saturdays,Sundayslor not
110
holldays, 11 the parties agree that an event will caccur on a spaoiflo calendar data, the event Shall occur on that data, 11i
except for the Closing Date,which, h it falls on a Saturday.Sunday,legal holiday as dellned in RCW 1.16-060, or day 112
when the county recording office in closed,shall occur on I'he next day Thal Is not a Saturday,Sunday,legal holiday,or 113
day when the counttyy recording otfIce is closed. If the parties agree upon and attach a legal description after this 114
Agreement is signed by the otferee and delivered to the offeror, then for the purposes of Computing Ilene mutual 115
acceptance shall be deemed to be on the date of delhrery,of an occupied offer or counteroffer to the offeror,COO Own 116
on the dale the►egal description It attached,Time is of the asaencie of this Agreement 117
A �.� 12, (2((
Dale; 2. SELLER; Date;
Initials! BUYi;R: f v .: -
BUYER: Date: SELLER:
f..
I
Farm 26 Wopye1phit 2012
wacar21.andPu chew a Sete VACANT LAND PURCHASE AND BALE AGREEMENT Na ALL RIGHTS
F Lblxw aervka
Rag. 4 d GENERAL TERMS �^NI6HT6 RE9E D
Fego 4 d a
Contklasd
I. Facsimile or Email Transmission,Facsimile transmission of any signed odglnal document,and retransmission of any 110
signed facsimile transmission,shall be the same as deitvery of an original.At the requsaf of either pa ,or the Closing 119
Agent,the padiea will conOrm facslmile transmitted signatures by Signing an original document,E•malf transmission o1120
any document or notice short not be effective unless the Wes to this Agreement otherwise agree In writing. 121
in. Integration and Electronic Signatures.This Agreement Conti lutes the entire understanding between the parties and 122
supersedes all pprior or contemporaneous understandings and to resentallons. No modification of this Agreement shall 123
be effective unless agreed in wolfingg and signed by Buyer and Seller, The portias acknowledge that a Signature in 124
electronic form has the some regal effect and validity ao a handwritten signature. 125
n. AselgnmerrL Buyer may not assign this Agreement,or Buyer's tights hereunder without Setter's prior written consent; 125
unless the padias indicate that assignment is permitted by Iha addition of'*ndhcr assigns' on the line Identifying the 127
Buyer on the first page or this Agreement, 128
o. Default. In the event Buyar falls, without legal excuse,to complete the purchase of the Property, then the following 129
provision,as identified In SpacHlo Term No.7,Shell apply; 130
I, Forralture of Earnest Moneyy. That portion of fits Earnest Money that does not exceed Ova percent(5%) of the 131
Purchase Price Shell be forfellad to the Bolter as the sole and exclusive remedy available to Seller for such failure. 132
It. Settees Election of Remedies.Seller may,at Settees option,(a)keepp the Earnest Money OR liquidated damages 133
as the sole and exclusive remedyy available to Salter for such failure,(b)bring suit against Buyer for Sellers actual 134
da ee,(,c)bring suit to specllloally enforce this Agreement and recover any incidental damages,or.(d) pursue 135
any al or tights or remedies available at row or equity. 138
p, Professional Advice,and Attorney*' Fees, Buyer and Seller are advised to seek the counsel of an attorney and a 137
caritfied public accountant to review the terms of this Agreement.Buyer and Seller agree to pay their own fees incurred 138
for such mviow. However,if Buyer or Seller Institutes suit against the other concerning this Agreement the prevailing 139
party Is entitled to reasonable a omaya'fees and expenses. 1 140
q, offer.Buyer shall purchase the Property under the terms and conditions of Ohis Agreement.Seller shall have unlit 9:00 141
p.m,on @e Oiler Exppiration Date to accept this offer,unless sooner withdrawn,Acceptance shall not be effective until a 142
attired copy Is received by Buyer, by Setting Broker or at the Iioensed office of Selling Broker, If this offer Is not so 143
accepted,II shall lapse and any Earnest Money shall be refunded to Buyer, 144
r. Counteroffer.Any change In the terms presented in an offer or counteroffer, other than the Insertion of the Seder's 145
name,shall be considered a counteroffer,If a party makes a counteroffer,then the other party shall have unlit 9A0 p,m. 148
on the counteroffer expiration date to accept that countaroffer, unless sooner withdrawn. Acceptance shall not be 147
effective until a signed co Is received by Seller, by UeOng Broker or at the licensed oBice of Usling Broker. If the 148
counteroffer is not ao accepted,O shah lapse and any Earnest Money shall be refunded to Buyer. 149
a. Offer and Counteroffer Expiration Data. If no expiration date Is specified for an offerlcounlaroffer, the 150
after/counteroffer shag expire 2 days after the oftedcounteroffor Is delivered by the party making ibe offarlcounteroffer, 151
unless sooner withdrawn. 152
L Agency Dlsalosura. leging Firm, Selling.Flnn'a Dealgnaled Broker, Selling Broker's Branch Manager(if an and 153
Sailing Broker's Menaging Broker Qf any)represent the same parry that selling Broker represents.Uatingg Firm, LIaWy 164
Flrm's Designated Bmker, Lleting Broker's Drench Manager (H any), and Listing Broker's Managing Broker (if any 155
repreasni the same Pa "a
that the UsOnngg Broker represents.II salting Broker end Listing Broker ore different persons 1fi8
efliI led with the Same Firm,than both Buyer and Satter coMkm their consent to Designated Broker,Branch Manager 157
(If any),and Manogtng Broker ran
raprasengng both parties as dual agents.It Selling Broker and Listing Broker are 188
Iha acme person rapresenit pbath parties than both Buyar and Seller eonOnn their consent to that person and hismer 159
Designated Broker,Branch Manapar(g any
and Managing Broker of any)representing both parties as duel agents.All 160
parif acknawildga mcelpt of ire pamphlet onOUad`Tit*Law of Real Estate Agency.' 161
u. Commission,Seiler end Buyer agree to pay a commission in accordance with any listing or commission agreement to 162
which the am a party.The Listing Firm's commission shall be apportioned between Listing Finn and Selling Firm as 153
Specified in the listing, Seller and Buyer hereby consent to Listing Firm or Selling Firm maelvingg compensation from 164
more then one party.Seller and Buyer hereby assign to Usfing Firm and Sailing Flrm,as applicaWa,a portion of their 165
funds In escrow equal to such commiaslon(s)and Irrevocably Instruct the Closing Agent to disburse the commisaion(s) 166
directly to the Fbm(s).In any action by UsIln or Selling Firm to enforce this paragraph,the prevalling party is entitled to 167
court costs and reasonable altomeys fees, letter and Buyer agree that the Firms are intended Ihlydd party beneficiaries 108
under this Agreement, 169
Initials: BUYER: Dole; rL SELLER; Date: k2 Cz )
BUYER: Date: SELLER: / Date; /z /<
L
Form2e acopytight2olx
Vacant Landpurchus tl Selo VACANT LAND PURCHASE AND BALE AGREEMENT Narthxml Mudtpfa utdng Santa
pogpl6 ol s OENERA4 TERMS ALL RIGHT6 RESERVED
c"Inued
v. Foaeibllity Contingency. It Is the Su er's responsibility to verify before the Feasibility Contngancy Expiration Date 170
idantiiled In 8 polite;Tam No. 10 whether or not the Props rly can be pialled,developed and/or built on(now or In the 171
future)and what It will cost to do this. BUYER SHOULD NCT RELY ON ANY ORAL STATEMENTS concerning this 172
made by the Seller, Usifng Broker or Selling Broker. Buyer should Inquire at the dry or county, and water,sewer or 173
other special districts In whM the Properly Is located. Buyer's Inqulrryy should Include, but not be fimlled to:building or 174
development moratoriums applicable to or being considered for the Property; any special building requirements, 175
Including setbacks, height limits or restrieilons on where buildings may be constructed on the Property;whether the 178
Property Is affected by a goad zone,wetiande;shorelands or other environmentally sensitive area;road,school,Ora and 177
any other growth mitigation or Impact fees that must be paid;the procedure and length of time necessary to obtain plat 178
approval and/or a building permit; Sufficient water,sewer and ull, and any service connection charges;and all other 179
charges that must be paid.Buyer and Buyers agents,representatives,consultants,architects and engineers shall have 180
the dghb from time to time during the feasibility con8ngenaayy, to enter onto the Property and to conduct any tests or 161
stu line that Buyer may need to ascertain the condition and sultabllity of the Propedy tar Buyer's intended purpose. 182
Sayer shell restore tits Property and ant improvemenla on Iha Property to the same condition they were In prior to the 183
tnspsction. Sayer shall 6e raeponel8le for all damages resulting horn any Inspeotton of the Properly performed on 184
Buyer s behati,If Iha Buyer does rut glue notice to the contrary on or heron Ufa FeasibUlity ConBngsrwy Fxpirellon Dale 196
dan it
In Spedfia Term No, 18, ft shell be wnClusivafy dsamed Ihei Buyer Is sells ad es to development and/or 188
construction faasl6Ufty and cast If Buyer glues notice title Agreement shall tennlnate and the at Money shall be 187
refunded to Sayer,lees any unpaid scale. 108
w, Subdivision,If the Plapedy must be subdivided,Seller represents that there has been preliminary plat approval for the 189
Property and this Agreement Is conditioned on the recording of the final plat containing the Property an or before the 190
date specified in Specific Term 15.If the final plot is not redorded by such date,this Agreement shalt terminate and the 191
Earnest Money shall be refunded to Buyer. 192
x. Information Verification Period and Propotty Condition Discipliner, Buyer shall have 10 days after mutual 103
acceptance to verity all InformaUcn provided from Sager or Listing Firm related to the Property.This contingency shall 194
be doomed satisfied unless Buyer gives notice idsnllfying the materially Inaccurate Information within 10 days of mutual 196
acceptance,If Buyer gives timely notice under this section,then this Agreement shall terminate and the Eameet Money 190
shall be refunded to Buyer. 197
Sayer and Seller agree, Thal except as provided In this Agreement,all representations and Infomlallon regarding the 198
Praperiy and the hansaoUcn are solely from the Seller or Buyer,and not from any Broker.The parties acknowledge that tog
the Brokers ere na! reaponslWe for aaauring that the parties perform their obligations under this Agreement and that 200
none of Iha Brokers has agroed to IndopendenUyy Investigate or Confirm any matier.relaled to this transaction except as 201
staled In Ihis Agreement, or in a separole writing signed by such Broker. In addition, Brokers do not guarantee the 202
value,quality or condltkn of the Propedy and same propedles may contain building materials,including aiding roofing, 203
ceUtng,inauletion,elealrtoei,end plumbing,that have been the subject of lawsuits and/or governmental Inquiry because 204
of poasihle defects ar health hazards. Some properlles may have other deracts arising after construction, such as 205
dralnaglsa, l�ak�dge, peal, rot and moldd problems. Brokare do not have the expertise to Identify or assass defective 208
and o rat In Inspectors quail ad oUldenlify Urfa ppresse to nceeofddetective materials and evme alluateethe condition sea satisfaction
the 206
Properly as Ihore may be defects that may only be revealed.by careful Inspection, Buyer Is advised to investigate 200
whether the is a sufficient water supply to meet Buyer's needs, Brokers may assist the parties with locating and 210
selectin third party service providera, such as Inspectors or contractors, but Brokers cannot guarantee or be 211
responsible for Iha services provided by those third parties.The parties agree to exercise their own judgment and due 212
diligence regarding third•pany Service providers. 213
Initials: SUYER:jW'fmEc Data: SELLER: Date:
BUYER: Oats; SELLER: % Date: �z /�
Fam si Ccapy�ppleh12010
Faebet money PromluoryNote N Ali.RIGHTSRNER ED
Rev.T/t0
Payee 1 of t
EARNEST MONEY PROMISSORY NOTE
$ Kent Washington 1
FOR VALUE RECEIVED, on ._oint,Holdings ('Buyer') 2
agrees)to pay to the order of First,American Tiffe (Selling Firm or Closing Agent) 3
the sum of one hundred Hleesarrd fifty thousand Dollars 4
190.0110. 0 $150, 000 t, as follows; 5
0 within 3 days following mutual acceptance of the purchase and Sets Agreemen1, 6
sl •within 3 days of fenatbility confine nc removal 7
This Note is evidence of the obligation to pay Earnest Money under a foal estate Purchase and a
Sale Agreement between the Buyer and City 0f went ('Beller•) 9
dated December 3 2014 . Buyers falture to pay the Earnest Moneyl0
strictly as above•shali constitute default an sold Purchase and Sale Agreement as well noon this Note, 11
If this Note shell be placed in the hands of an attorney for collection,or 9 suit shun be brought to co11e002
any of the balance due on this Note, the Buyer promises to pay reasonable attorneys' fees, and a1113
14
court and collection coats,
Date;,November 26 2014 16
BUYER & i x.,-uerw cos 1g
BUYER 17
"On closing'or similar language Is not recommended,Use a definite dale. 1S
i
Form71 CUP,
C P,yno1112010
AddendamrAmaadmarx to P6S NOWmsi=%%Usft Sar*e
Rev,7110 ALL RJOH7S RESERVED
Page 1 of 1 ADDENDUM I AMENDMENT TO PURCHASE AND SALE AGREEMENT
The following Is pad of the Purchase and Sale Agreement dated Deeomber 3,2014 1
between Oakaointe Holdings LLC and/or assigns CBUYer)2
and City of Kent CBaller")3
concerning King County Parcel No 322205-9116 (the"Property"),4
IT 15 AGREED BETWEEN THE SELLER AND BUYER AS FOLLOWS; 6
6
Closing Datoi The Closing Date shall be the earlier of:(1)out your following The Feasibility Contingency 7
Expiration Date,or(2)five(6)business days following the City's approval of final engineering plans for the 8
Property, 9
10
Extension of Closing Datoi If the City has not approved final engineering plans for the Property by the 11
Closing Date set lbrtb in the above paragraph,Buyer may extend the Closing Date for the earlier all(1)six 12
(6)months,or(11)the City's approvnt of final engineering plans for the Property,by making a one-time 13
extension paymentorsio0,80o to Sailer.Such extension payment shall be non-applicable to Purchase Price 14
and paid through Closing Agent. 15
16
Subsection(v)of the Purchase and Sato Agreement Is hereby modified such that If Buyer(hits to give Sillier 17
written notice of waiver of its feasibility contingency prior to the Feasibility Contingency Expiration Data,it 18
shall be conclusively deemed that Buyer b NOT sathiled as to development feasibility and the Purchase and 10
Sale Agreement shall automatically terminate.
20
Preliminary Plat Approvah Buyer's obligation to close Its purchase of the Property on the Closing Date Is 21
contingent upon the City's approval of a preliminary plat application for the Property on or before such 22
date. 23
. Sale is subject to City Council approval, approval shall be complete prior to 24
removal the feasibility contingency contained herein, 26
- in the event of Buyer default, all work product associated with 26
subject property shall be released to seller at no expense to seller, 27
including but not limited to survey, civil engineering, soils,
environmental studies, transportation and any other entitlement work. 26
- Buyer and seller to work in an expeditious and diligent manner in 3g.
submittal and review processes pertaining to subject property.
1ZJ75/1�{ALL OTHER TERMS AND CONDITIONS or sold Agreement remain unchanged, 31
Infllals; BUYER: -R>L Dale: O SELLER; A Data:
BUYER; Dale; SELLER: Date; el6 lz 4
I:.
i
Form 22D CC 12012
Fononaialau9asAddendum NomwaelMul h1.152Servka
new,12112 OPTIONAL CLAUSES ADDENDUM TO ALL RIt3FlTa RESERVED
Pop 1 or 2 PURCHASE b SALE AGREEMENT
The following is part or the Purchase and Sale Agreement dated December 3 2014 1
between Oakpointe Holdings,LLC and/or assigns ("Buyer) 2
and City of Kent ('Sallar') 3
concerning Ktne County Parcel No 3x2205-9116 (the"Property"). 4
CHECK IF INCLUDED: 5
1, d Square FootagelLot 81zelEnoroaohmenis.The Llsling Broker end Selling Broker make no rapresantailons 6
canceming;(a)the bl alza or the accuracy of any Informa0on provided by the Setter,(b)the equate footage of 7
any Improvements on the Praperiy;(o)whether there ar00
any encroaohmanta(lances,rockeries,butidings)an 8
the Property,or by the Property on adjacent propedies'Buyer Is advised to verity lot size,square
footage and 9
encroachments to Buyer's own sa8sfaclinn within the inapealion contingency period. 10
2. Title Insurance.The Title Insurance douse In the Agreement provides Sailor is to provide the then-cunent ALTA 11
form of Homeowner's Policy of Title Insurance, The parties have.the option to provide less coverage by selecting 12
a Standard Owner's Polley or more coverage by selecting an Extended Coverage Polley; 13
0 Standard owner's Polley. Seller authorizes Buyer's lender or Closing Agent, a1 Seller's expense, to 14
apply for the then-current ALTA form of Owner's Policy of Title Insurance; together with homeowner's 15
addiilonal protection and Inflation protection endorsements,if available at no additional cost, rather then 16
the Homeowner's Policy of Tills insurance. 17
d Extended Policy,Seller authorizes Buyer's lender or Closing Agent,at Seller's expense to apply for an 18
ALTA or comparable Extended Coverage Palley of Title insurance, rather then the Homeowner's Policy 19
of Title Insurance, Buyer shall pay the Increased casts associated with the Extended Coverage Policy, 20
including the excess premium over that charged for Homeowner's Palley of Title Insurance and the cost 21
of any survey required by the title insurer. 22
3. d property And Grounds Maintained, Until possession Is transferred to Buyer, Sailor shell maintain the 23
Property in the some condition as when Initially viewed by Buyer.The term`Property"includes the building(s); 24
grounds;plumbing,heat, electrical and other systems;and all Included Items.Should an appliance or system 25
become Inoperative or malfunction prior to transfer of possession, Seller shall either repair, or replace the 26
same with an appliance or system of at least equal quality.Buyer reserves the right to reinspect the Property 27
within 5 days prior to transfer of possession to verify the foregoing, Buyer and Seiler understand and agree 26
that the Listing Broker and Sailing Broker shall not, under any circumstances, be Wife for the foregoing or 29
Setter's breach of this clause. 30
4. 0 Items Lett by Seller. Any personal property, fixtures or other Items remaining an the Property when 31
possession Is transferred to Buyer shall thereupon become the property of the Buyer,and may be retained or 32
disposed of as Buyer determines, However, Seller shall clean the interiors of any structures and remove all 33
fresh,debris and rubbish on the Property prior to Buyer taking possession, 34
5, O Utilities.To the beat of Sailers knowledge,Sailer represents that the Property Is connected to a: 35
0 public water main;0 public sewer main;0 septic tank;0 well(specify type) ; 36
0 irrigation water(specify provider) :0 natural gas;0 telephone; 37
0 cable;0 elsclrlally;0 other 36
6. 0 Insulation -Now Construction, if this is now construction, Federal Trade Commission Regulations require 39
the following to be filled In. If Insulation has not yet bean selected, FTC regulations require Seller to furnish 40
Buyer the Information below In writing as soon as available: 41
WALL INSULATION:TYPE: THICKNESS: R-VALUE: 42
CEILING INSULATION;TYPE; THICKNESS: R VALUE: . 43
OTHER INSULATION DATA: 44
Initials BUYER:%U Date: SELLER: LL''— Date; 2
BUYER: Dale: SELLER: Dale; /z /�
I
I
orm 22D ccopydghl 2012
6
Fa Optional Ceueoe Addendum ALL
Metope Lleling Service
ALL RtGMra RESERVED
Rev.12n2 OPTIONAL CLAUSES ADDENDUM TO
Pogo 2 of 2 PURCHASE&SALE AGREEMENT
4o*wtd
7, 0 Leased Property.Buyer acknowledges that Seller leases the following Rams of personal property: 46
0 propane lank; 13 security system; 0 satellite dish and oparaang equipment; 0 other. 46
Buyer shall assume the lease(Is) for the selected Rem(s) and hold Seller hermiess from and against any 47
further obligation,liability,or claim arising from the lease(s),9 the leases)can be assumed. 48
a. 0 Homeowners' Association Review Poriod.if the Property Is subject to a homeowners' association or any 49
other association,then Seller shall provide Buyer a copy of the following documents(If available from the 50
Association)within days(10 days R not filled in)of mutual acceptance: 61
a. Association rules and regulations,including,but not limited to architectural guidelines; 62
b, Association meeting minutes from the prior two(2)yearn; 63
c, Association Board of Directors meeting minutes Iran the prior six(6)months;and 64
d, Association financial statements from the prior two(2)years. 55
It Buyer,in Stryer's sole discretion,does not give notice of disapproval within days(5 days if not 66
filled In) of receipt of the above documents or the date that the above documents are due, then this 67
homeowners'association review period shall conclusively be deemed satisfied(waived),If Buyer gives timely 58
notice of disapproval,then this Agreement shall terminate and the Earnest Money shall be refunded to Buyer, 59
9, 0 Excluded Item(s). The following Ilem(s), that would otherwise be Included In the sale of the Property. Is 60
excluded from the sale rExcluded Ilem(s)'). Seller shall repair any damage to the Property caused by the 61
removal of the Excluded Item(s), Excluded Item(s): 62
• 83
64
10. ❑ E-mail Transmission. E-mail transmission of any signed original document, and relvensmisslom of any 66
signed e-mail transmission, shall be the same as delivery of an original,provided that the document Is sent to 66
both Selling Broker and Selling Fkm or bath Listing Broker and Listing Firm at the e-mail addresses below. At 57
the request of either party, or the Closing Agent, the parties will confirm e-mail transmiRed signatures by 68
signing an original document. 69
70
Selling Brokerfi-mail Address Listing Broker E-mail Address
71
Selling Firm Authorized -mall Address Listing Firm Authorized E-mail Address
11, 0 Home Warranty. Buyer and Seller acknowledge that home warranty plans are available which may provide 72
additional protection and benefits to Buyer and Seller. Buyer shall order a one-year hone warranty as 73
follows: 74
a. Home warranty provider. 76
b, Seiler shall pay up 10$ ($0.00 it not filled in)of the cost for the home warranty,together 76
with any included options,and Buyer shall pay any balance. 77
c. Options to be Included: 78
(none,0 not ailed In), 79
d, Other. 80
12, 0 Other. 81
82
83
�yy�
84
Initials: BUYER:= hYL Dale:�7,L � )�-- SELLER: Data: P t I
BUYER; Date: SELLER: /�L� Dale:
I
Fartn 22T e0opyd2h12000
Tills ConWViimyAddendun Nanhwast Muxidd lJehns Service
Rev.0lOe ALI.Rx3HT3 R66lERVED
TITLE CONTINGENCY ADDENDUM TO
Page 1 of 1
PURCHASE&SALE AGREEMENT
The following Is part of the Purchase and Sate Agreement dated December 3.2014 1
between 4Ekolnulte Holding&LLC and/or assigns ("Buyer") 2
and-City of Kent ("Sauer'} 3
concerning King Counjiy Poaall Ng.322205 9116 (the Troportyl'). 4
1, Tltte Contingency,This Agreement Is subject to Buyer's revlew of a preliminary commitment for title insurance, 6
together with easements,covenants,conditions and restrictions of record,which are to be obtained by Buyer,to S
determine that they are consistent with Buyer's intended use of the Properly.Buyer shall have 10 days T
(5 days If not Oiled In)Q from mutual acceptance of this Agreement cc m from the date of Buyer's recelpt of the 5
preliminary commitment for We insurance (from mutual acceptance, U neither box checked) to Owe written 9
notice of Buyer's disapproval and the reasons therefore. Buyer may only disapprove exceptions that are 10
contained In the preliminary commitment and may not object to matters not contained therein. 11
Seller shall have I_days (5 days if not filled in)after receipt of Buyer's notice of disapproval to glva 12
Buyer written notice that Seller will clear all disapproved exceptions, Seller shall have until the Closing Date to 13
cure all disapproved exceptions. It Seller does not give timely notice that Seller will clear all disapproved 14
exceptions,Buyer may terminate this Agreement within 3 days der the deadline for Seller's notice,In the eventl5
Buyer elects to terminate the Agreement,the Earnest Money shall be returned to Buyer,less any unpaid costs 10
described in the Agreement.Buyer shall have no right to spwAo performance or damages as a consequence of 17
Seller's Insb2 to provide insurable title, if Buyer does not terminate the Agreement,Buyer shall be deemed to 19
have waived ail objections to title,which Seller did not agree to clear.
2. Supplemental TMO Reports. If Buyer receives supplemental Otte reports that disclose new exceptions)to tha20
title Commitment,than the Ulna periods and procedures for notice,correction,and termination above shall apply 21
22
to the date of Buyer's recelpt of the supplemental title report
3. Marketable TIUe,This Addendum does not relieve Seller of the obligation to provide marketable title at closing 23
24
as provided in the Agreement,
Initials: BUYER: Ad'-Z U Date: SELLER:� Da 4x t z r.
Dille:
BUYER Dale: SELLER: +� Date: Z2 2 W
EXHIBIT A
Legal Description
The ;South 7/2!`ofl"` 1 e NEi1/Q; o, the 9E 1/4 of the NE 1/
of S's,gtig4 3Z jTow�.ship; 2 North, Range 5 East, w.M. ;
TOGETEER WITH tti14e Ijbrth;hft,.of the 5E 1/4 of the sE 1/4
of the NE qif said $ 4iob 32.
TOGETHER W`f1,1A TH,; an eas¢mei t '(toz,.,,pccsss aver and across
the west 30 'feet 'of ,°`th® N ,I''/4 df•.. the S>v`1,1/4 of the NE
1/4 of said 8ecton'`32.d
Farm 34 ®Capyydght 201o �
AddendumfAmendmenl to P&S Nonhwest M21ple Lledng Safte
Rev,7110 ALL RIGHTS RESERVED '..
Page 1 of 1 ADDENDUM I AMENDMENT TO PURCHASE AND SALE AGREEMENT
The following Is part of the Purchase and Sete Agreement dated .December 3,2014 1
between _Onk»ointe Holdinas,LLC and/or asstens ("Buyer)2
and GItY of Kent ("Belief)3
I
conceming.King County Parcel No.322205-9116 (the"Properly"),4
I
IT IS AGREED BETWEEN THE SELLER AND BUYER AS FOLLOWS: 6
6
The Feasibility Contingency Expiration Date set forth in the Purchase and Sale Agreement is hereby 7
replaced and superseded with the followings April 160 2015, $
9
The Purchase Price set forth in the Purchase and Snle Agreement Is hereby replaced and superseded with 10
the following:$2#000,000,00(TWO MILLION DOLLARS AND XX/100). 11
12
13
14
16
16
17
I
i6
19
20
21
22
23
24
26
2$
27
2$
29
30
ALL OTHER TERMS AND CONDITIONS of geld Agreement remain unchanged. 31
Initials; BUYER: _ Date ,V 16• 1! SELLER: L _ Date:
BUYER; Date. SELLER; Date:
Auurnudgn 10i FBDA1ee3a3eaaieu.wnAacA40geoiT4A
Font 34 coapyrlghl 2010
Addendum/Amendment to PAS Norlhwasl MuWala LT5%g Sefte
Rev.7110 ALL RIGF(TS RESERVED
Page 1 of 1 ADDENDUM/AMENDMENT TO PURCHASE AND SALE AGREEMENT
The 10110WAg Is pert of the Purchase and Sale Agreement dated December 3,2014 1
between Oakuofate 13otdings,LLC and/or assigns ("Buyer)2
and City dKent ('Salter)3
concerning King County Parcel No.322205-9116 (the"Property'),4
IT is AGREED BETWEEN THE SELLER AND BUYER AS FOLLOWS: 5
6
The Feasibility Contingency Expiration Date set forth in the Purchase and Sate Agreement Is hereby 7
replaced and superseded with the following:June 16,2015. 8
10
C -15 Buyer agrees to submit for apre-applioalion conference by 4.30.16, 11
04/17/2015 12
13
14
i6
16
17
18
19 i
2D
21
22
23
24
25
26
27
28
29
30
ALL OTHER TERMS AND CONDITIONS of said Agreement remain unchanged, 31
Initials: BUYER: Date: SELLER: CICA] Date: 0411712015
BUYER: Dale: SELLER: Date:-
Form 34 000pydght2010
AddendumlAmendmenl to PSS Nodhwoot MulllIppte Lnllnp Servloe
Rev.7110 ALL RIGHT%RESERVED
Page 1 of 1 ADDENDUM f AMENDMENT TO PURCHASE AND SALE AGREEMENT
The following Is part of the Purchase and Sale Agreement dated Decomber 3,2014 1
between.Oakpointe Holdings,LLC and/or assigns ("Buyer")2
and City of Kent (°Seller)3
concerning King Counly Parcel No,322205.9116 (the"Property').4
IT IS AGREED BETWEEN THE SELLER AND BUYER AS FOLLOWS: 6
6
The Feasibility Contingency Expiration Date set forth in the Purchase and Sale Agreement is hereby 7
replaced and superseded with thefbilowing:August 31,2016. 8
9 I
10
11
12
13
14
16
18
17
18
19
20
21
22
23
24
26
26
27
28
29
30
ALL OTHER TERMS AND CONDITIONS of sold Agreement remain unchanged. 31
Initials: BUYER: Dale: `{� SELLER;-- �-- Dale: /3 �s
BUYER; Date; SELLER; Dale:
i
Form 94 ®Cdpyupht 20f0
Addendun Amendment to P&S No th mat Muluple uaung Santa
Rev.7110 ALL RIGHTS RESERVED
Page t of 1 ADDENDUM I AMENDMENT TO PURCHASE AND SALE AGREEMENT
The following is part of the Purchase and Sale Agreement dated December 3,2014
between Oakootmte Holdim¢s,LLC and/or assigns ('Buyer`)2
and City of Kent rseller)3
j
concerning .Kina County Parcel No.322205-9116 (the"Property").4 j
.. I
IT IS AGREED BETWEEN THE SELLER AND BUYER AS FOLLOWS: 5
6
1.The Feasibility Contingency Expiration Date set forth in the Purchase and Sale Agreement is hereby 7
replaced and superseded with the following: 8
8
"The Feasibility Contingency Expiration Date shall be Friday,September 18,2015.11 10
11 I
2.The Closing date shall be replaced and superseded with the following; 12
13
Closing Dater The Closing Date shall be the earlier a@(1)June 15,2016;or(11)Five(5)business days 14
following the City%approval of final engineering plans for the Property. 15
3.The Buyer shad 16 submit a preliminary plat application by December 15,2015. 17
16
18
20
21
22
23
24
25
26
27
26
28
30
ALL OTHER TERMS AND CONDITIONS of said Agreement remain unchanged. 31 {
r f
InIllelm BUYER: Date: 9 SELLER: Date: z
BUYER: Date: SE R: Date: