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Home My WebLink About4180 Resolution - PSA for Purchase of 414 W Columbia St Pasco WA RESOLUTION NO. 4180 A RESOLUTION OF THE CITY OF PASCO, WASHINGTON, AUTHORIZING THE PURCHASE OF PROPERTY LOCATED AT 414 WEST COLUMBIA STREET, PASCO, WASHINGTON WHEREAS, in March 2022, the City of Pasco became aware that the property located at 414 Columbia Street, Pasco, WA ("Property") was for sale; and WHEREAS, the City Council has determined that the purchase of the Property is satisfactory to the goals and budget for the City of Pasco, and the purchase of the Property is advantageous to the City; and WHEREAS, through further discussion and the need to act on this opportunity quickly, the City and Woo's Corporation, owner of the Property, negotiated the purchase price; and WHEREAS,Woo's Corporation authorized the sale of the Property for the amount of one million, two hundred thousand dollars ($1,200,000); and WHEREAS, the City appropriated funding for purchase in the amount of the negotiated price; and WHEREAS, the City reviewed the Purchase and Sale Agreement and all associated exhibits attached thereto, and WHEREAS, the City and Woo's Corporation executed a Purchase and Sale Ageement (PSA)on March 24,2022 pending Council approval,with a closing date of May 25,2022; attached hereto as Exhibit A; and WHEREAS, the City and Woo's Corporation executed an Amendment to the PSA on Apri123, 2022,moving the closing date to May 2, 2022; attached hereto as Exhibit B; and WHEREAS, the City and Woo's Corporation will need execute a Second Amendment to the PSA; attached hereto as Exhibit C, moving the closing date to May 3, 2022 to accommodate Council approval at their meeting on the evening of May 2, 2022. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON: That the City Council hereby ratifies the Purchase and Sale Agreement(PSA), Exhibit A, executed on March 24,2022,the First Amendment to the PSA, Exhibit B, on Apri123,2022. The City Council also authorizes the City Manager to execute the Second Amendment to the PSA, Exhibit C, amending the closing date to May 3,2022, for the purposes of purchasing the Property, and Resolution—PSA for 414 W.Columbia St. — 1 Be It Further Resolved that the City Manager is hereby authorized to execute all documents necessary for this property purchase. PASSED by the City Council of the City of Pasco, Washington this 2na day of May, 2022. - anche Barajas Mayor ATTEST: APPROVED AS TO FORM: .��R - �� -�- �- ff�.. c�� --q Debra Barham, CMC Kerr Fergu , PLLC City Clerk City Attorney Resolution—PSA for 414 W.Columbia St. —2 DocuSign Envelope ID:B06DC5F8-C896-4FF0-96DE-EEFC03AF9948 Commercial&Investment Real fstate `°'""'�'B'°'ce'�"�°`'e"°" I�� / �� S N Purchase&Sale Agreement Ce"�°""�'"��&�,�„"9�', ",�t aa�e ms SPECtFIC TERMS Reference Date: March 22.2022 Offer Expiration Date: March 31,2022 5:OOpm 1. PROPERTY:The Property is tegaily described on F.achibit A. Address:414 W.Columbia St City of Pasco, Franklin County,Washington.Tax Parcel No(s�:'�i'.�� lncluded Personal Property:.�None;J If on and used in connection with the Property, per Section 25 [None, if not completed). 2. BUYER[Sj:�i#y of Pasco 3. 5ELLER[Sj:Woo's Camoration 4. PURCHASE PRICE:$1.200,�.00 Payable as:�Cash;`Financing (Form PS_FIN attached];_Other 5. EARNEST MONEY:$10.000 Dollars; Heid by Closing Agent Form of Earnest Money:�Check;_Wire Transfer;_.._Note;_Other Earnest Money Due Date:�C �days after Mutual Acceptance;__days after satisfaction of Feasibility Contingency;or_ 6. FEASIBILITY CONTINGENCY DAT�E:�days after Mutuat Acceptance 7. CLOSING DATE:on or before May 25.2022 8. CLOSING AGENT:Ticor Trt1e I Pattv Sweetwood 9, TITLE INSURANCE COMPANY:�"jcarTitle 10. DEED: X Statutory Warranty Deed; or_Bargain and Sale Deed 11.POSSESStON:�on closing;_Other: 12. SELLER CITIZENSHIP(FIRPT/4�:Seller_is; l�.is not a foreign person for the purposes of US income taxation. 13. BUYER'S DEFAULT:�.C,Forteiture of Earnest Money;_Seller's Election of Remedies 14.SELLER'S DEFAULT: �,Recover Earnest Money or Specific Enforcement;^Buyer's Election of Remedies 15.UNPAID UTILITtES: Buyer and Selter_Don Not Waive (Form UA attachedj;�Waive 76,AGENCY DISCL05URE:Selling Broker represents: 7�Buyer;_Setler;_both parties Listing Broker represents;_Seller;_both parties 17.EXHIBITS AND ADDENDA.The following Exhibits and Addenda are made a part of this Agreement: � Earnest Money Promissory Note Back-Up Addendum � 3/24/2022 Buyer_._ — Date_ — Buyer� ---- Date_,, � Seller�-�• Date � � `c Se{ler _ Date. .�_- DocuSign Envelope ID:BO6DC5F8-C896-4FF0-96DE-EEFC03AF994B Commerc�s�erokers aswciation Commerciai &Investment Rea1 Estate ,�,,,a,��s,�,�„� I�� S`I N Purchase&Sale Agreement �°.Fo,��-,^,�,�Se$��;,� Paye 2�75 Blank Promissory Note Vacant Land Addendum Blank Short Form Deed of Trust Financing Addendum Blank Deed of Trust Rider Tenant Estoppel Certificate[s) _�Utility Charges Addendum Defeasance Addendum FIRPTA Certification Lead-Based Paint Disclosure Assignment and Assumption X Exhibit A: Legal Desc�iption Addendum/Amendment X Exhibit B. Additional Terms 18.IDENTIFICATION OFTHE PARTIES,The following is the contact information for the parties involved in this Agreement: $gller �.iygr_ Contact: ��c�1 atkaL, Contact: Song Hwang Address: 523 N.3rd Ave. Address. 414 N. Columbia St. Pasco.VWA 99301 Rasco W��301 Phone:�09.537.2078 Phone: 206.818.6919 Email: ratkaiz�r�asco-wa gov Email: ThunderbirdMotelPascoCa��mail.com Irsting Firm Sell��g Firm Name: SVN I Retter&Com any Name: Same Listing Brokew Rob �'lI��C�___h ,..�...�r,.,.�. Selling Broker: Address: 329 N. Kel(ogg St. Address: Kennewick.WA 99336 Phone:�Q,�.4�0.2378 ______._____--_ Phone: Email: RobnRobEllsworth.com Email: Firtn Lic.#: 20279 Firm Lic.#: Broker Lic.#: .�7790 Broker Lic.#: �pv af Notices to Bu��r tc�• CoQY of Notices to Seller to: Name: Name• Company: Campany: _ Address: Address: Phone: __.,_ Phone• Email: Email•. 19. Purchase and Sale.Buyer agrees to buy and Selfer agrees to seli the commerciaf real estate identified in Section 1 as the Property and all improvements thereon, Unless expressly provided otherwise in this Agreement or its Addenda, the Property shall include(ij all of Seller's rights, title and interest in the Property, [ii)all easements and rights appurtenant to the Property, [iii] a)i buildings,fixtures, and improvements on the Property,(iv)a!I unexpired leases and subleases; and [v]all included personal property. 20.Acceptanre;Counteroffers. lf this offer is not timely accepted, it shall lapse and the earnest maney shall be refunded to Buyer. If either party makes a future counteroffer,the other party shall have until S:OQ p.m. on the day jif not filled in,the seCond day)following receipt to accept the counteroffer, unless sooner withdrawn. if the counteroffer is not timely a�cepted or countered,this Agreement shall lapse and the earnest money shall be refiunded to Buyer. No acceptance, offer�r counteroffer from Buyer is effective until a signed copy is received by Seller,the Listing Brnker or the licensed office of the Listing Broker. No acceptance, offer or counteroffer from Seller is effective until a signed copy is received by Buyer,the Selling Broker J�7 3/24/2022 Buyer�"'d Date_ euyer Date Seiler� Date� _- —_ Seller ___ __ Date.—_— � DocuSign Envelope ID:606DC5F8-C896-4FF0-96DE-EEFC03AF9946 Commereial&Investment Real Estate `°"v"e'�'�"�°``°"°" � � ��J ALL RIGIiTS RESERVEU • � Plit"ChaSe&581eAgreement �P'�O1"'�+��'"�a��o Pege 3It5 or the licensed office of the Selling Broker. "Mutual Acceptance" shall occur when the last counteroffer is signed by the offeree,and the fufly-signed counteroffer has been received by the offeror,his or her broker,ar the licensed office of the broker. If any party is not represented by a broker,then notices must be delivered to that party and shall be effective when received by that party. 21. Earnest M�ney.Selling Broker and Selling Firm are authorizec3 to transfer Earnest Money to Closing Agent as necessary.Selling Firm shall deposit any check to be held by Selling Firm within 3 days after receipt or Mutual Acceptance,whichever occurs later. if the Earnest Money is to be held by Selling Firm and is over$10,000, it shall be deposited to:_,_,the 5elling Firm's pooled trust account[with interest paid to the State Treasurer);or_a separate interest bearing trust account in Selling Firm's name, provided that Buyer completes an IRS Form W-9 (if not completed,separate interest bearing trust account�.The interest, if any, shall be credited at closing to Buyer. If this sale fails to ciose,whoever is entitled to the Eamest Money is entitled to interest. Unless otherwise provided in this Agreement,the Earnest Money shall be applicable to the Purchase Price. 22.Title Insurance. a.Title Report.Setler authorizes Buyer, its Lender, Listing Broker,Selling Broker or Closing Agent,at Seller's expense,to apply for and deliver to Buyer a standard coverage owner's policy of title insurance from the Title Insurance Company. Buyer shall have the discretion to apply for an extended coverage owner's policy of title insurance and any endorsements, provided that Buyer shall pay the increased costs associated with an extended policy including the excess premium over that charged for a standard coverage policy,the cost of any endorsements requested by Buyer,and the cost of any survey required by the title insurer. tf 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 titte insurance shall pay any title cancellation fee,in the event such a fee is assessed. b. Permitted Exceptions. 8uyer shall notify Seller of any objectionable matters in the title report or any supplemental report within the earlier of: [a)_days (20 days if nat completed] after receipt of the preliminary commitment for title insurance;or[bj the Feasibility Contingency Date.This Agreement shali terminate and Buyer shall receive a refund of the earnest money, less any costs advanced or committed for Buyer, unless within five(5)days of Buyer's notice of such objections Seller shall give notice, in writing, of its intent to remove all objectionable provisions before Closing. !f Seller fails to give timely notice that it will clear all disapproved objections,this Agreement shall automatically terminate and Buyer shall receive a refund of the earnest money, less any costs advanced or committed for Buyer, unless Buyer notifies 5eller within three (3) days that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a suppfemental title report,then the preceding termination,objection and waiver provisions shall apply to the new title matters except that Buyer's notice of objections must be delivered within three [3J days of receipt of the supplemental report by Buyer and Seller's response or Buyer's waiver must be delivered within two(2]days of Buyer's notice of objections.The Closing Date shall be extended to the extent necessary to permit time for these notices. Buyer shall not be required to object ta any mortgage or deed of trust liens, or the statutory lien for real property taxes, and the same shall not be deemed to be Permitted Exceptions;provided, however,that the lien securing any financing which Buyer has agreed to assume shall be a Permitted Exceptior�. Except for the foregoing,those provisions not objected to or for which Buyer waived its objections shall be referred to co►lectively as the "Permitted Exceptions"Seller shafl reasonabiy cooperate with Buyer and the title company to clear objectionable title matters and shall provide an affidavit containing the information and reasonable covenants requested by the title company.The title policy shall contain no exceptions other than the Generai Exclusions and Exceptions common to such form of policy and the Permitted Exceptions. 3/24/20Z2 Buyer� _� Date Suyer _ Date^_ �I y , � Seller L_!_.�'i_ ''--" Date _' ` Seller— _ Date--_ _.. �T_ DocuSign Envelope ID:806DC5F8-C896-4FF0-96DE-EEFC03AF9946 Commercial&Investment Real Estate `°"""�"�'�rs"�°`�v°" ii� SVN �.��'�° Purchase&Sale Agreement `a°�""�-'"i�„d'�e&��e o Pa9e 4175 c.TitJe Palicy.At Closing, Buyer shall receive an ALTA Form 2006 Owner's Policy of Title Insurance with standard or extended coverage(as specified by Buyer�dated as of the Clasing Date in the amount of the Purchase Price, insurir�g that fee simple title to the Property is vesterJ in Buyer,subject only to the Permitted Exceptions("Title Policy"], provided that Buyer acknowledges that obtaining extended coverage may be conditioned on the Title Company's receipt of a satisfactory survey paid for by Buyer. If Buyer efects extended coverage,then Seller shall execute and deliver to the Titie Company an or before Closing the such affidavits and other documents as the Title Company reasonably and customarily requires to issue extended coverage. 23.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 pertormance 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 notice that the Feasibility Contingency is satisfied to Seller before S:OOpm on the Feasibility Contingency Date, If such notice is timely givenf the feasibility contingency shall be deemed to be satisfied and Buyer shall be deemed to have accepted and waived any objection regarding any aspects of the Property as they exist on the Feasibility Contingency Date. a. Books, Records,Leases,Agreements.Within�days(3 days if not fifled in]Seller shall deliver to Buyer or post in an online database maintained by Seller or Listing Broker,to which Buyer has been given unlimited access,true, correct and complete copies af all documents in Seller's possession or control relating to the ownership,operation, renovation or development of the Property,excluding appraisais or other statements of value,and including the following: 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 refating to occupancy of a11 or a pnrtion 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;any existing environmental reports;any existing surveys;any existing inspection reports; and "Vendor Contracts"which shall inciude maintenance or service contracts,and installments purchase contracts or leases of personal property or fixtures used in connection with the Property. Buyer shall determine by the Feasibility Contingency Date: [ij whether Selfer will agree to terminate any objectionable Vendor Contracts; and [ii)whether Seller will agree to pay any damages or penalties resulting from the terminatian of objectionable Vendor Contracts. Buyer's waiver of the Feasibility Contingency shall be deemed Buyer's acceptance of all Vendor Contracts which Seller has not agreed in writing to terminate. Buyer shall be solely respansible for obtaining any required consents to such assumption and the payment of any assumption fees. Seller shali 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. Any information provided or to be provided by Seller with respect to the Property is soiely for Buyer's convenience and Seller has not made any independent investigation or verification of such in#ormation [other than that the documents are true, correct, and complete, as stated abovej and makes na representations as ta the accuracy or completeness of such information,except to the extent expressly provided otherwise in this Agreement.Selfer shall transfer the Vendor Contracts as provided in 5ection 25. b.Access.Seller shall permit Buyer and its agents,at Buyer's sole expense and risk,to enter the Praperty at reasonable times subject to the rights of and after legal notice to tenants,ta conduct inspections concerning the Property, 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 3/24/2022 Buyer � Date— Buyer Date � Seller Oate - Sellar Date. DocuSign Envelope ID:BO6DC5F8-C896-4FF0-96DE-EEFC03AF9946 cammerae�erokers associeuon Commercial&tnvestmerrt Real Estate „�� S V N Purchase&Sale Agreement �Farm PS-1A F PurMese&Sale�.�e 0 Peye SI75 use. Buyer shall schedule any entry onto the Property with Seiler in advance and shali comply with Seller's reasonable requirements including those relating to security, contidentiality, and disruptian of Seller's tenants. Prior to entering the Property and while conducting any inspections, Buyer shall,at no cost or expense to Selier. (a)procure and maintain commercial general liability[occurrencej insurance in an amount no less than$2,000,000 on commercially reasonable terms adequate to insure against all liability arising out of any entry onto or inspections of the Property that lists Seller and Tenant as additional insureds;and [bJ deliver to 5eller prior to entry upon the Property certificates of insurance for Buyer and any applicable agents or representatives evidencing such required insurance. Buyer shall not perform any invasive testing including environmental inspections beyond a phase I assessment or cantact the tenants or property management personne(without obtaining Selier's prior written consent,which shall not be unreasonably withheld, conditioned or delayed. Buyer shall restore the Property and all improvements to substantially the same conditian 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 al( 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,which obligation shall survive closing. Buyer may continue to enter the Property in accordance with the foregoing terms and conditions after removal or satisfaction ot the Feasibility Contingency only for the purpose of leasing or to satisfy conditions of financing. c. Buyer waives,to the fullest extent permissible by law,the right to receive a seller disclosure statement(e.g."Form 17"J if required by RCW 64.06 and its right to rescind this Agreement pursuant thereto. However,if Seller would otherwise be required to provide Buyer with a Form 17,and if the answer to any of the questions in the section of the Form 77 entitled "Environmental"would be "yes;'then Buyer does not waive the receipt of the "Environmental" section of the Form 17 which shall be provided by 5eller. 24.Conveysnce.Title shall be conveyed subject only to the Permitted Exceptians. If this Agreement is for conveyance of Seller's vendee's interest in a Real Estate Contract,the deed shal!include a contract vendee's assignment sufficient to convey after-acquired title.At Closing,Sefler and Buyer shall execute and deliver to Closing Agent CBA Form PS-AS Assignment and Assumption Agreement transferring all leases and Vendor Contracts assumed by Buyer pursuant to Section 25[b)and ail intangible property transferred pursuant to 5ection 25[b�. 25. Personal Property. a. If this sale includes the personal property located on and used in connection with the Property, Seller wiil itemiie such personal property in an Exhibit to be attached to this Agreement within ten [1Qj days of Mutual Acceptance.The value assigned to any personaf property shafl be $[if not compfeted,the County-assessed value if available,and if not available,the fair market�alue 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 ta Section 24 above,this sale includes all right,title and interest of Seller to the following intangible property now or hereafter existing with respect to the Property including without limitation: all rights-of-way, rights of ingress or egress or other interests in,on,or to, any land, highway, street, road,ar 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 wark product;all governmental permits, certificates, licenses,authorizations and approvals;all rights,claims,causes of action,and warranties under contracts with contractors,engineers, architects,consuitants ar other parties �jn7� 3/24/2022 8uyer "� --- �ate ..,_�__:.�..�.. Buyer..,..__ . __ . _ Date SeJler� 6ate i� Se11er �ate `""1 DocuSign Envelope ID:B06DC5F8-C896-4FF0-96DE-EEFC03AF9946 Commercial&tnvestment Real Estata `"'"'e2�'e'°"e�°�°`'e�°" AlL RIGHTS RESERVED �:� �v N Purchase&Sale Agreement ��Fortn PS-tA I�urt�ese&Sale��t Page 6115 associated with the Property; all utility, security and other deposits and reserve accounts made as security for the fulfillment of any of Seller's obliga#ions;any name of or telephone numbers for the Property and related trademarks,service marks or firade dress;and guaranties,warranties or other assurances of performance received. 26.Seller's Underlying Financing. Unless Buyer is assuming Seller's underlying financing, Seller shall be respansible for confirming the existing underlying financing is not subject to any"lock out" or similar covenant which would prevent the lender`s lien from being released at clasing. In addition,Seller shall provide Buyer notice prior to the Feasibility Contingency Date if Seller is required to substitute securities for the Property as collateral far the underlying financing (known as "defeasance"j. If 5eller 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. 27.Clasing nf 5ale. Buyer and Seller shafl deposit with Closing Agent by 12:00 p.m.an the scheduled Closing Date all instruments and monies required to complete the purchase in accvrdance with this Agreement. Upon receipt of such instruments and monies, C{osing Agent shall cause the deed to be recorded and shall pay to Seller,in immediatefy available funds,the Purchase Price less any costs or other amounts to be paid by Seller at Closing. "Closing"shalf be deemed to have occurred when the deed is recorded and the sale proceeds are available to Sellec Time is of the essence in the perFormance of this Agreement.Sale praceeds shall be considered available to 5eller, even if they cannot be disbursed to Selter until the next business day after Closing. Notwithstanding the foregoing,if 5eller informed Buyer befare the Feasibility Cnntingency Date that Setler's underlying financing requires that it be defeased and may not be paid off,then Closing shall be conducted in accordance with the three(3]-day ctosing process described in CBA Form PS_D.This Agreement is intended to constitute escrow instructions to Closing Agent. Buyer and Seller will provide any supplementat instructions requested by Closing Agent provided the same are consistent with this Agreement. 28.Clasing Costs and Prorations.Seller shall deliver an updated rent roll to Closing Agent not later than two [2j days before the scheduled Closing Date in the farm required by Sectian 23(a) and any other information reasonably requested by Closing Agent to allow Closing Agent to prepare a settlement statement for Closing.Selfer certifies that the information contained in the rent rol(is correct as of the date submitted.Seller shall pay the premium for the owner's standard coverage title palicy. Buyer shall pay the excess premium attributable to any extended coverage or endorsements requested by Buyer,and the cost of any survey required in connection with the same. Seller and Buyer shalf each pay one-half of the escrow fees.Any real estate excise taxes shafl be paid by the party who bears primary respansibility for payment under the applicable statute or code. Real and personal property taxes and assessments payable in the year of closing; collected rents on any existing tenancies; expenses already incurred by Seller that relate to services to be provided to the Property after the Closing Date;interest; utilities; and other operating expenses shall be pro- rated as of Ciosing.5eller wilf be charged and crediter]for the arnounts of all of the pro-rated items relating to the period up to and including 11:59 pm Pacific Time on the day preceding the Closing Date,and Buyer will be charged and credited for all of the pro-rated items relating to the period on and after the Closing Date, lf tenants pay any of the foregaing expenses directfy, then Clasing Agent shall only pro rate those expenses paid by Seller. Buyer shall pay to Seller at Closing an additional sum equal to any utility deposits or mortgage reserves for assumed financing far which Buyer receives the benefit after Glosing. Buyer shall pay all costs of financing including the premium for the lender's title policy. If the Property was taxed under a deferred classification prior to Closing,then Setler shall pay all taxes,interest, penalties, deferred taxes ar similar items which result from removai af the Property from the defierred classification.At Closing,all refundable deposits on tenancies shall be credited to Buyer or delivered to Buyer for deposit in a trust account if required by state or local law. Buyer shall /�� 3/24/2022 Buyer "� Date_ — _ __— euyer ` Date Seller Aate _ __ � Se�ler Date � DocuSign Envelope ID:606DC5F8-C896-4FF0-96DE-EEFC03AF994B Commerr.ie!Brokers 1�socfation Cnmmerciai&Investment Real Estate ALLPo6HTSRFSfRVED �t-�Y� Purchase&Sale Agreement c�'F°""'�-,"��""'��°��`�,,.'�„z�o Paga 7�75 pay any sales or use tax applicable to the transfer of personal property included ir�the sale. 29.Post-Closing Adjustments,Collections,and Payments.After Closing, Buyer and Seller shali reconcile the actual amaunt of revenues or iiabilities upan receipt or payment thereof to the extent those items were prorated or credited at Closing based upon estimates.Any bills or invoices received by Buyer after Closing which relate to services rendered or goads delivered to the Seller or the Property prior to Closing shall be paid by Seller upon presentation of such bill �r invoice.At Buyer's option, Buyer may pay such bill or invoice and be reimbursed the amount paid plus interesfi at the rate of 12%per annum beginning fifteen (15j days from the date af Buyer's written demand to Seller for reimbursement unfiil such reimbursement is made. Notwithstanding the foregoing,if tenants pay certain expenses based on estimates subject to a post-clasing reconciliation to the actual amount of thase expenses,then Buyer shall be entitled to any surplus and shall be liable for any credit resulting from the reconciliation. RentS collected from each tenant after Glosing shall be applied first to rentals due most recently frorn such tenant for the period after closing,and the balance shall be applied fo�the benefit of 5eller for delinquent rentals owed for a period prior to closing.7he amounts applied for the benefit of Se11er shall be turned over by Buyer ta SeNer prornptly after receipt. Selfer shall be entitled to pursue any lawful methods of collection of delinquent rents but sha11 have no right to evict tenants after Closing.Any adjustment shalf be made,if any,within 180 days of the Closing Date, and if a party fails tv request an adjustment by notice delivered to the other party within the,appficable period set forth above [such notice ta specify in reasonable detail the items within the Closing Statement that such party desires to ad}ust and the reasons for such adjustrnent),then tFte allocations and prorations at Closing shal! be binding and conclusive against such party. 30.Operations Prior ta Closing. Prior to Closing,Seller sha(f continue to aperate the Property in the ordinary course of its business and maintain the Property in the same or better condition than as existing on the date of Mutual Acceptance but shalt not be reguired to repair material damage from casualty except as otherwise provided in this Agreement.After the Feasibility Contingency Date,Se1Eer shall not enter into or modify existing rental agreements or ieases (except that Selier may enter into, modify, extend, renew or terminate residentiai rental agreements or residential leases for periods of 12 months or less in the ordinary course of its business), service contracts,or other agreements affecting the Praperty which have terms extending beynnd Closing without obtaining Buyer`s consent,which shail not be withheld unreasonably. 31. Possessian. Buyer shall accept possession subject to all tenancies disclased to Buyer before the Feasibility Contingency Date. 32.5eller's Representations. Except as disclosed to or known by Buyer prior to the satisfaction or waiver of the Feasibility Contingency,including in the books, records and documents made availabfe tn Buyer,or in the title report or any supplemental report or documents referenced therein,Selier represents to Buyer that,to the best of Seller`s actual knowledge, each of the following is true as of the date hereof: (a] Seller is authorized to enter into the Agreement,to sell the Property, and to pertorm its obligations under the Agreement,and no further consent, waiver, approval or authorization is required from any person or entity to execute and perform under this Agreement; [b]The books, records, leases, agreemenfs and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding the operation and condition of the Praperty, are true,accurate and comp(ete to the best of Seller's knowledge,and no ather contracts or agreements exist that will be binding on Buyer after Closing; [c)Seller has not received any written notices that the Property or any business conducted thereon vioiate any applicable laws, regulations, codes and ordinances;[d) Seller has all certificates of occupancy, permits,and other governmental consents necessary to own and operate the Property for its current use;(ej There is no �/n,7� 3/24/2022 8uye��____ Date - _ Buyer Daie _ �"� Setler R Date Seller Date """' DocuSign Envelope ID: B06DC5F8-C896-4FF0-96DE-EEFC03AF994B Commercial &investment Reat Estate `""11e'�'�'��°" c w' u�w�xrs r�s�r�o �_-�'+��'V Purchase&Saie Agreement �AFO""�''"«""�e��t vaye ans pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after Closing; (f)There is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries of any pianned or authorized Iocal improvement district; [g)Seller has paid(except to the extent prorated at Ciosingj all local,state and federal taxes(other than real and personal property taxes and assessments described in Section 28 abovej attributable to the period prior to closing which, if not paid.could constitute a lien on Property(including any personal property), or for which Buyer may be held iia6le after Closing; [h]Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer before the Feasibility Contingency Date; [i]There are no Hazardous Substances[as defined belowj currently located in,on,ar under the Property in a manner or quantity that presently violates any Environmental Law(as defined below);there are no underground storage tanks located on the Property;and there is no pending or threatened investigation or remedial ac�tion by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Law at the Property; [j)Seiler has not granted any options nor obligated itself in any matter whatsoever to sell the Property or any portion thereof to any party other than Buyer; and [k) PJeither Selfer nor any of its respective partners,members, shareholders or other equity owners,is a person or entity with whom U.S. persons or entities are restricted from doing business under regulatians of the Office of Foreign Asset Gontrol ["OFAC") of the Department of the Treasury(including those named on OFAC's Specially Designated and Blocked Persons List]or under any statute or executive order; and [IJ the individual signing this Agreement on behalf of Seller represents and warrants to Buyer that he or she has the authority to act on beha4f of and bind Seller.As used herein,the term"Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste,toxic substance, pollutant,or contaminant under any federal,state, or local law, reguiation,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. 1f prior to Closing Seller or Buyer discovers any information which would cause any of the representations above to be false if the representations were deemed made as of the date of such discovery,then the party discovering the information shall promptly notify the other party in writing arid Buyer,as its sole remedy,may elect to terminate this Agreement by giving Sefler notice of such termination within five [5)days after Buyer first re�eived actual notice jwith the Clasing Date extended to accommodate such five[5) day period�,and in such event,the Earnest Money Deposit shall be returned to Buyer.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 Se{ler had actual knowledge of the newly discovered information such that a representation provided for above was false. 33.As-Is. Except for the express representations and warranties in this Agreement, [a)Seller makes no representations or warranties regarding the Property; [b) Seller hereby disclaims, and Buyer hereby waives,any and all representations or warranties of any kind,express or implied,concerning the Property or any portion thereof,as to its condition,value, compliance with laws, status of permits or approvais�existence or absence of hazardous material on site, suitability for Buyer's intended use, occupancy rate or any other matter of similar or dissimilar nature relating in any way to the Property, including the warranties of fitness for a particular purpose,tenantability, habitability and use; (c]Buyer takes the Property"AS IS"and with all faults; and [d) 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. 3/24/2022 Buyer� �,_ _ Qate__ _ _ Buyer�_ Date Selfer �� • Date_�� _ Sefler Date- --- - � DocuSign Envelope ID:B06DC5F8-C896-4FF0-96DE-EEFC03AF9946 � �vN Commerciai&lnvestment Real Estate `°'"'"ef�'B'°'�"�°"�°°^ AlL RIGHTS R6ERVE0 �_� Purchase&Sale Agreement `B"�°'"'�'"�P"'�°�'�,�,.,"� ,'� �9n5 34.Buyer's Representations.Buyer represents that Buyer is authorized to enter into the Agreement;to buy the Property;to perForm its obligations under the Agreement;and that -neither the execution and delivery of this Agreement nor the consummation of the transactian contemplated hereby will: ja]conflict with or result in a breach of any law, regulation,writ, injunction or decree of any court or governmentai instrumentality applicable to Buyer; or[bj constitute a breach ot any agreement to which Buyer is a party or by which Buyer is bound. The individual signing this Agreement on behalf of Buyer represents that he or she has the authority to act on behalf of and bind Buyer. 35.Claims.Any claim or cause of action with respect to a breach of the representations and warranties set forth herein shall survive for a period of nine(9) months from the Closing Date, at which time such representations and war�anties[and any cause of action resulting fram a breach thereof not then in litigation, including indemnification claims)shall terminate. Notwithstanding anything to the contrary in this Agreement: (aj Buyer shall nat make a claim against Seller for damages for breach or default of any representation or warranty, unless the amount of such claim is reasonably anticipated to exceed $25,000; and (b) under no circumstances shall Seller be liable ta Buyer on acCount of any breach of any representation or warranty in the aggregate in excess of the amount equal to$25Q,Od0, except in the event of Seller's fraud or intentional misrepresentation with respect to any representation ar warranty re�arding the environmental condition of the Property,in which case Buyer's damages shalf be unlimitad. 36. Condemnation and Casualty.Seller bear�s all risk of loss until Clqsing,and thereafter Buyer bears afl risk of loss. Buyer may terminate this Agreement and abtain a refund of the earnest money if improvements on the Property are materially damaged or if condemnation proceedings are commenced against all or a portian of the Property before Cbsing,to be exercised by notice to Seller within ten (10]days after Seller's notice to Buyer of the occurrence of the damage or condemnation proceedings. Damage will tae cansidered material if the cost of repair exceeds the iesser of$100,000 or five percent(5%)of the Purchase Price.Alternatively, Buyer may elect to proceed with closing, in which case,at Closing,Seller shall not be obligated to repair any damage,and shall assign to Buyer all claims and right to proeeeds under any property insurance poiicy and shali credit to Buyer at Closing the amaunt of any deductible provided for in�he policy. 37. FIRPTA Tax Withhnlding at Closing.Closing Agent is instructed ta prepare a certificatinn (CBA or NWMLS Form 22E, or equivalentj that Seller is not a "foreign person"within the meaning of the Foreign Investment in Real Property Tax Act,and Seller shalt sign it an or before Closing. If 5eller is a fareign person,and this transaction is not otherwise exernpt from FiRPTA, Closing Agent is instructed to withhold and pay the required amount to the Internal Revenue Service. 38. Notices.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 Selfer and Listing Broker with a courtesy copy to any other party identified as a recipient of notices in Section 18.A notice to Seller shall be deemed delivered only when received by Seller and l.isting 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 18.A natite to Buyer shall be deemed delivered only when received by Buyer and Selling Broker,or the licensed office of Selling Broker.Selling Broker and Listing Broker otherwise have no responsibility to advise parties 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 5elier shall keep Selling Broker and Listing Broker advised of their whereabouts in order to receive prampt notification of receipt of a notice. lf any party is not represented by a licensee,then notices 3/24/2022 Buyer � k7ate Buyer Dete Seller Date_ Seller Date � DocuSign Envelope ID:B06DC5F8-C896-4FF0-96DE-EEFC03AF994B Commercial &Investment Real Estate ��'g'°`�'�"�°``B"�' �/�J �� i � � • � ` PuY'ChaS@&$al@AgY88ment �"F°""�s-ta�P""fi°'°�se+e�re�o aege mi�s must be delivered to and shall be effective when received by that party at the address,fax number,or email indicated in Section 18. Facsimile transmission of any notice or document shall constitute delivery. E-mail transmission of any notice or document[or a direct link to such notice or document) shal! constitute deiivery when:(i�the e-mail is sent to both Selling Broker and Selling Firm or both Listing Broker and Listing Firm at the e-mail addresses specified on page two of this Agreement; or[ii)Selling Broker or Listing Broker provide written acknowledgment of receipt of the e-mail [an automatic e-mail reply does not constitute written acknowledgmentJ.At the request of either party�or the Closing Agent,the parties will confirm facsimile or e-mail transmitted signatures by signing an original document. 39.Computation of Time.Uniess otherwise specified in this Agreement,any periad of time in this Agreement shal! 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 shali expire on the next day that is not a Saturday, 5unday or legal holiday.Any specified period of five [5) days or less shall not inciude Saturdays,Sundays or legat holidays. Notwithstanding the foregoing, references to specific dates or times or number of hours shall mean#hose dates,times or number of hours; provided, however,that if the Closing Date falls on a 5aturday, 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. If the parties agree upon anc! attach a legal description after this Agreement is signed by the offeree and delivered to the offeror,then for the purposes of computing time, mutual acceptance shall be deemed to be on the date of delivery of an accepted offer or counteroffer to the offeror, rather than on the date the legal description is attached. 40.Assignment Buyer's rights and obligations under this Agreement are not assignable without the prior written consent of Seller,which shall not be withheld unreasonably, provided, however, Buyer may assign this Agreement without the consent of 5eller, but with notice to Se11er,to any entity under common control and ownership of Buyer, provided no such assignment shall relie�e Buyer of its obligations hereunder. If the words"and/or assigns" or similar words are used to identify Buyer in Section 2,then this Agreement may be assigned with notice to Seller but without need for Seller's consent.The party identified as the initial Buyer shail 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 shal! guarantee payment of Seller financing. 41. Default and Attomeys'Fees. a.Buyer's default. In the event Buyer fails.without fegal excuse,to complete the purchase of the Property,then the applicable provision as identified in Se�tion 13 shail apply: i. Forfeiture of Eamest Money.Seller may terminate this Agreement and keep that portion of the earnest money that does not exceed five percent(5%�of the Pur�hase Price as liquidated damages as the sale and exclusive remedy available to Seller for such failure. ii.Se11er's Election of Remedies.Seller may,at its option, (aj terminate this Agreement and keep that portion of the earnest maney that does not exceed five percent[5%j of the Purchase Price as liquidated damages as the so{e and exclusive remedy available to Selfer for such failure, [b) bring suit against Buyer for 5e11er's actual damages, (c] bring suit to specifically enforce this Agreement and recover any incidental damages,or[d) pursue any other rights or remedies available at law or equity. b.Seller's default In the event Seller fails,without legal excuse,to complete the sale of the Property,then the applicable provision as identified in Section 14 shall apply: J�� 3/24/2022 Buyer "'� Date Buyer _ Date � Seiler Date %�-_ _. Seller _ _ Date DocuSign Envelope ID:BO6DC5F8-C896-4FF0-96DE-EEFC03AF994B Commerciat &Inves�ment Real Estate `°'"�'�°1e'°'�`S"�°°°"°" S�/ au w�trs�sEavEro ( -� J • � PurC�'185@&$�18 A�f�ment cea w�Ps,al wrd,ffie a�sa�e�.7reemenozo ae�e nps i. Recover Earnest Money or Specific Enforcement As Buyer's sole remedy, Buyer may either(a)terminate this Agreement and recover all earnest money flr fees paid by Buyer whether or not the same are identified as refundable or applicable to the purchase price; or[bJ bring suit to specifically enforce this Agreement and recover incidental damages, provided,however, Buyer must file suit within sixty(60)days from the Closing Date or from the date Seller has provided notice to Buyer that Selfer will nat proceed with closing, whichever is earlier. ii. Buyer's EleCtion of Remedies.Buyer may,at its option,[a) bring suit against Seller for Buyer's actual damages, [b�bring suit to specifically enforce this Agreement and recover any incidental damages,or(cj�ursue any oti�er rights or remedies available at faw or equity. c. Neither Buyer nor Seller may recover cansequential damages such as lost profits. If Buyer or Seller institutes suit against the other concerning this Agreement,the prevailing party is entitled to reasonable attorneys'fees and costs. tn the event of trial,the amount of the attorneys'fees shall be fixed by the court.The venue of any suit shall be the county in which the Property is located, and this Agreement shail be governed by the laws of the State of Washington without regard to its principles of conflicts of laws. 42. MiscellaneousProvisions. a.Complete Agreement This Agreement and any addenda and exhibits thereto state the entire understanding of Buyer and Seller regarding the sale of the Property.There are no verbal or other written agreements which modify or affect the Agreement,and no modification af this Agreement shall be effective unless agreed in writing and signed by the parties. b.Counterpart Signatures,This Agreement may be signed in counterpart,each signed counterpart shall be deemed an ariginai,and all counterparts together shall constitute one and the same agreement. c. Electronic Delivery and Signatures, Electronic delivery of documents[e.g.,transmission by facsimile or email)including signed offers or counteroffers and notices shall be legally sufficient to bind the party the same as delivery of an original.At the request of either party, or the Closing Agent,the parties will replace electranically delivered offers or counteroffers with original documents.The parties acknowledge that a signature in electronic form has the same legal effect as a handwritten signature. d.Section 1031 Like-Kind Exchange. If either Buyer or Selter intends for this transaction to be a part of a Section 1Q31 like-kind exchange,then the other party agrees to cooperate in the completion of the like- kind exchange so iong as the cooperating party incurs no additional liability in doing so, and so Iong as any expenses[including attorneys'fees and costs�incurred by the caoperating party that are related only to the exchange are paid or reimbursed to the cooperating party at or prior to Clasing. Notwithstanding this provision, no party shall be obligated to extend closing as part of its agreement to facilitate completion of a like-kind exchanged. In addition, notwithstanding Section 40 above,any party completing a 5ection 1031 like-icind exchange may assign this Agreement to its qualified intermediary or any entity set up for the purposes af completing a reverse exchange. 43. Information Transfer. In the event this Agreement is terminated�Buyer agrees to deliver to Seller within ten (10� days of Seller's written request copies of all materials received from 5eller and any non-privileged plans,studies, reports,inspection5,appraisals,surveys, drawings, permits,applications or other development work product relating to the Property in Buyer's possession or control as of the date this Agreement is terminated. � 3/24/2022 Buyer�_s �' Date — Btryer-- -- — - - Date--- � �Seller�� '�•-[3ate .? �-4 •_ - _ 5eller Aate DocuSign Envelope ID:B06DC5F8-C896-4FF0-96DE-EEFC03AF994B Commercial &lnvestment Real Estate Commerdal Bmlmrs Aasociat)on f�l. �vN �.��„5�� Purchase&SaleAgreement ��FormPS-7AIPurchase&Sele�?/2�t F'a9e uils 44.Confidentiality.Untii and unless closing has been cansummated, 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. 45.Agency Disclosure.Selling Firm, Selling Firm's Designated Broker,Selling Broker's Branch Manager(if any� and Selling Broker's Managing Broker[if anyj 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. lf Selling Broker and Listing Broker are different persons affiliated with the same Firm,then both Buyer and Seller confirm their consent to the Brokers'Designated Broker, Branch Manager[if any], end Managing Broker(if any) representing both parties as a dual agent. !�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 receip#of the pamphlet entitled "The Law of Real Estate Agency" 46.Seller's Acceptance and Brokerage Agreemen�Seller agrees to sell the Property on the terms and conditions herein,and further agrees to pay a commission in a total amount computed in accordance with the listing or commission agreement. If there is no written listing or commission agreement,Seller agrees to pay a cammission of�%of the sales price or $_.The commission shall be apportioned between Listing Firm and Selling Firm as specified in the listing or any co-brokerage agreement. if there is no listing ar written co-brokerage agreement,then Listing Firm shall pay to Selling Firm a commission of%of the sates price or $.Seller assigns to Listing �irm and Selling Firm a portion of the sales proceeds equal to the commission. If the earnest money is retained as liquidated damages,any costs advanced or committed by Listing Firm or Selling Firm for Buyer or Seller shall be reimbursed or paid therefrom,and the balance shall be paid one-half to Seller and one-half to Listing Firm and Selling Firm according to the listing agreement and any co-brokerage agreement.Seller and Buyer hereby consent to Listing Firm and 5elling Firm receiving compensation from mare than one party and irrevocabiy instruct the Closing Agent to disburse the commission[sJ directly to the Firm[s). 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 vn an attached addendum,in which case Buyer and Seller consent to such compensation.The Property described in attached Exhibit A is commerciaf real estate. Notwithstanding Section 44 above,the pages containing this Section.the parties' signatures and an attachment describing the Property may be recorded. 47.Listing Broker and Selling Broker Distlosure. EXCEPT AS OTHERWISE DISCLOSED IN WRITING TU BUYER OR SELLER,THE SELLING BROKER, LISTING BROKER�AND FIRMS HAVE NOT MADE ANY REPRESENTATIONS OR WARRANTIES OR CONDUCTED ANY INDEPENDENT INVESTIGATION CC>NCERNiNG THE L�GAL EFFECT OF THIS AGREEMENT, BUYER'S OR SELLER'S FINANCIAL STRENGTH, BOOKS, RECORDS, REPORT5,5TUDIES,OR OPERATING STATEMENTS;THE CONDITION �F THE PROPERIY OR Il"S 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 Wli"H APPLICABLE LAWS(INCLUDING LAWS REGARDING ACCESSIBILITY FOR DI5ABLED PERS�NS), OR HAZARDOUS OR TOXIC MATERIALS INCLUDING MOLD OR OTNER ALLERGENS.SELLER AND BUYER ARE EACH ADVlSED TO ENGAGE QUALIFIED EXPERTS TO ASSIST WITH THESE DUE DILIGENCE AND FEASIBILfTY MATfER5,AND ARE FURTHER ADVISED TO SEEK INDEPENDENT LEGAL AND TAX ADVICE RELATED TO THIS AGREEMEIVT, ��jg�_ 3/24/2022 �_ _... Date — Buye�—— — �dte ��/ Saller � S te ' � � Seller _ Date -- `^"' DocuSign Envelope ID:BO6DC5F8-C896-4FF0-96DE-EEFC03AF9946 Commercial&investment Real Estate �mmeRfalBrokersAssocfeGon I�� R�� Purchase&Sale Agreement �F°^�PS'�A�PURhase&SaleAgreement r�.��xozo aage i�s IN WITNESS WHEREOF,the parties have signed this Agreement intending to be bound. Buyer City of Pasco Seller Woo's Corporation Pri�bdNmneaMlypedE�ltY R�Matlllmwmtl'1)yudE�tY 1 � ` i —oxwlo•eab: Buyer_ ��^��.c,c Seller_ �•�� `�''`' "� ..�.«�„� ��*: Date 3/24/2022 Date Buyer __v.._� Selier �� Buyer _ Seller _ _ _. sq�..nd,me s�...m,w� Date Date J�_ 3/24/2022 Suyer�"`� � oate euyer� � — Date �'/ Seller��--'d' � 'j Date�-' — Seiler Date """ DocuSign Envelope ID:B06DC5F8-C896-4FF0-96DE-EEFC03AF9946 Commercial&Investment Real Estate ��°�BrokersAssociatfon 1�f ��/� CBA FOrm PS-tA I Purchas S Sele Agree�� Purchase&Sale Agreement ,�,,.,,�o Page,411s EXHIBlT A• [Legal Description] GERRYS ADD LOT51 THRU 8 BLK 19 *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 Properly'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 errar in transcription may render the legal description inaccurate and this Agreement unenforceable. 3/24/2022 euyer� oate_ euye► - —— oate Seller�� Date ` � '� SrJter_ _ Rate � DocuSign Envelope ID:B06DC5F8-C896-4FF0-96DE-EEFC03AF9946 Commercial &Investment Real Estate �°"""�c1a1 B'°'`�'�'�°`'�`°" ALL RIGtfTS RESERVED �_+ SV� Purchase&Sale Agreement `&'�°""�-,"�'`°`��'�,�;o� aaQe uhs EXHIBIT B [Additional Terms] 1. Offer acceptance is subject to final approvai of aii terms by Pasco City Council. 2. Suyer to have opportunity to do risk assessment of environmental risks for the site and improvements. 3. Property to be vacated and shuttered by seller upon satisfaction of due diligence [on flr before April 25th) and at a minimum of 30 days prior to closing. Seller will be responsible to ensure property is completely vacated during this time and upon ciosing. 4. Seller to be held harmless by Buyer#or any claims relating to the property after closing. 5. Earnest money to become a non-refundable deposit credited to the Buyer at closing upon satisfaction of due diligence. ,n,7�� 3/24/202Z Buyer�j�.........____ _ Date Buyer Date __��/ Seller v��^ Date�. .. Seller_ _ . . _ Date �+ DocuSign Envelope ID:B06DC5F8-C896-4FF0-96DE-EEFC03AF9946 Utility Charges Addendum `°"""�``,��°p I��.'�� CBA Form UA I UtlGtyAddendum rre�.�nom Pe9e 1�1 The following is part of the Purchase and Sale Agreement with Reference Date�larch 2 .2022 between f.r�.y of Pasco["Buyer"�and Woo's Cor�toration ["5eller")regarding the sale of the property located at 474 W,Columbia_S�in the City of Pasco. ��in County,Washington (the "Property"j. Pursuant to RCW 60.80, Buyer and Seller request the Ciosing Agent to administer the disbursement of closing funds necessary to satisfy unpaid utility charges affecting the Property. The names and addresses of all utilities providing service to the Property and having lien rights are as follows: Water District: Ci�y�f Pasco Name Address Cfty,State Zlp Sewer District: �x of Pasco Name Address City,State Zlp Irrigation District: Name Address City,State Zip Garbage: Basin Disnosal Name . Address City,State Zip Electricity: Fr nklin PUO Name Address City,State Zip Gas: Cascade Natural Gas Name Address City,State Zip ` ,Q7 3/24/2022 ��I`Ul�— _ Date T Huyer __ Date � / Seller�L� Date � - 5etler _ Date — �""1 DocuSign Envelope ID:21 B3456A-75F9-49A0-AFC7-3CD95F7522D8 First Amendment To Commercial8rokersAssocia[Ion2011 ALL RIGHTS RESERVED .��• ` Purchase &Sale Agreement �BA Form PSA I Addendum Lo PSA I Rev.7/2017 ..-:F a-co.w.>�r Page 111 The following is part of the Purchase and Sale Agreement dated March 22,2022 (the "Agreement"� between City of Pasco ["Buyer") and Woo's Corporatian ("Seller"J for the commerciai real estate and all improvements thereon commonly known as 414 W. CQlumbia St.. in the City of Pasco. Franklin Caunty,Washington [the "Property"). IT IS AGREED BETWEEN THE BUYER AND SELLER AS FOLLOWS: Seller to close and cease all operations effective 5 pm on 4.25.22. Buyer to tour property and secure site and all rooms on 4.26.22. Seller to have access to 3 rooms for the purpose of selling any personal property. Buyer to have until 4 pm on 430.22 to sell &/or remove any personal property. Closing date to be on 5.2.22 subject to walk through and approval of vacant status by Buyer. All fines imposed on Seller for"continued nuisance"conditions to be forgiven if Seller complies with all timeframes as written. The words "Subject to Exhibit B [1)"are hereby added to the end of Section 20. Section 30 of the contract is removed from the contract. The words "Subject to Exhibit B (1)"are hereby added to the end of Section 34. In Exhibit B, Item 3: Shuttered to be defined as closed for operations as well as fully vacated by the Seller and any and all other parties. Property should also be secured and/or have all windows and doors covered. Buyer's Due Diligence is hereby satisfied. DS �� 4/23/2022 Buyer _ Date � p$ Cen TeK[Disdaimer.ie�a tleletetl by Ilcensee IrM�cared by sMke. Seller_ Date d/7�_�T7f1�7 NewrextlnsenetlbylicenseeintlicetedDysmallcapitalietters. Second Amendment To Commercial Brokers Association 2011 'I' SYN ALLRIGHTSRESERVED � Purchase&Sale Agreement �AFormPSA�AddendumtoPSAIReP�19eUn The following is part of the Purchase and Sale Agreement dated March 22.2022 (the "AgreemenY'� between City of Pasco ("Buyer") and Woo's Corporation ["Seller")for the commercial real estate and all improvements thereon commonly known as 414 W. Columbia St.. in the City of Pasco. Franklin County,Washington [the "Property"). IT IS AGREED BETWEEN THE BUYER AND SELLER AS FOLLOWS: Closing date to be 5.3.22 Buyer Date � C6A Tezt Dlsdalmer.Tex[dNetetl by Ilcensee Indltatetl by strlka. Seller Date New m,a Mu.eea W n�e�.re ioai�im ny:men�pivi iec�rs.