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Home My WebLink About2024.06.18 PPFD Meeting PacketPasco Public Facilities District Board Building Regional Facilities through Community Partnerships AGENDA 4:00 PM - Tuesday, June 18, 2024; Pasco City Hall, Council Chambers & GoToWebinar REMOTE MEETING INSTRUCTIONS - Individuals, who would like to provide public comment remotely, may continue to do so by filling out the online form via the City’s website (www.pasco-wa.gov/publiccomment) to obtain access information to comment. Requests to comment in meetings must be received by 1:00 p.m. on the day of each meeting. To listen to the meeting via phone, call (562) 247-8422 and use access code 990-372-793. PPFD Board meetings are broadcast live on PSC-TV Channel 191 on Charter/Spectrum Cable in Pasco and Richland and streamed at www.pasco-wa.gov/psctvlive and on the City’s Facebook page at www.facebook.com/cityofPasco. Page I. Welcome, Call To Order, and Roll Call II. Recognition of Visitors/Public Comments - This item is provided to allow the public the opportunity to bring items to the attention of the Pasco Public Facilities District Board or to express an opinion on an issue. Its purpose is not to provide a venue for debate or for the posing of questions with the expectation of an immediate response. Some questions require consideration by Board over time and after a deliberative process with input from different sources; some questions are best directed to staff members who have access to specific information. Public comments will normally be limited to three minutes by each speaker. Those with lengthy messages are invited to summarize their comments and/or submit written information for consideration by the PPFD Board outside of formal meetings. Lastly, when called upon, please state your name and city or county residency into the microphone before providing your comments. III. Executive Session IV. Approval of Minutes 4 - 7 A. Approve PPFD Board May 2024 Meeting Minutes MOTION: I move to approve the PPFD Board minutes from the May 21, 2024, meeting. V. Claims Approval 8 A. Approval of PPFD Monthly Accounts Payable Claims MOTON: I move to approve the May 2024 PPFD claims (accounts payable) in the amount of $324,433.84. VI. Financial Report 9 - 12 A. May 2024 Balance Sheet, Budget Performance Report, and Local Page 1 of 38 Tax Distribution Report VII. Reports from Committees A. Design & Construction Committee (Marie Gillespie & Mark Morrissette; Alternate Spencer Jilek) 1. OAC Meeting Report (Gillespie) B. Audit & Finance Committee (Mark Morrissette & Caroline Bowdish; Alternate Spencer Jilek) 1. Property Acquisition and Project Finance Report VIII. Old Business A. Status of Excess Cash Deposit Alternative to Local Government Investment Pool (LGIP) (Ferguson) IX. New Business 13 - 37 A. Resolution 2024-04 – Acquisition of Real Property (Watkins) MOTION: I move to adopt Resolution No. 2024-04, authorizing the acquisition of real property in connection with the acquisition, construction, and equipping of an Aquatic Facility, and ratifying, confirming, and approving the execution and delivery of agreements therewith. 38 B. Travel Policy and Visit to Comparable Aquatics Facility (Matt Watkins) MOTION: I move to approve Resolution No. 2024-05, adopting a PPFD Travel Policy. MOTION: I move to approve [insert names] to travel to [insert city, state] in July 2024 to visit an Aquatic Facilities. X. Other Business A. PPFD Executive Director Report (Matt Watkins) 1. Activities After Land Acquisition 2. City Council Presentation Scheduled for June 24, 2024. B. Owner’s Representative Report (Heath Gardner) 1. Validation Phase Update C. Next PPFD Board Meeting Scheduled for Tuesday, Tuesday, July 16, 2024 Page 2 of 38 XI. Adjournment Page 3 of 38 Pasco Public Facilities District Board MINUTES 4:00 PM - Tuesday, May 21, 2024; Pasco City Hall, Council Chambers & GoToWebinar WELCOME, CALL TO ORDER, AND ROLL CALL Pasco Public Facilities District (PPFD) President Morrissette welcomed members of the audience and called the meeting to order at 4:00 PM. Board Members Present: President Mark Morrissette, Vice President Marie Gillespie, Secretary/Treasurer Caroline Bowdish, Board Member Leonard Dietrich, and Board Member Spencer Jilek Board Staff Present: PPFD Executive Director Matt Watkins City Council & Staff Present: Council Liaison Melissa Blasdel, City Attorney Eric Ferguson, Finance Director Darcy Buckley, Parks & Recreation Director Jesse Rice, and Deputy City Clerk Krystle Shanks APPROVAL OF MINUTES Approve PPFD Board April 2024 Meeting Minutes MOTION: Mr. Dietrich moved, seconded by Dr. Jilek, to approve the PPFD Board minutes from the April 16, 2024, meeting. Motion carried unanimously CLAIMS APPROVAL Approval of PPFD Monthly Accounts Payable Claims Ms. Buckley reported on the PPFD Monthly Accounts Payable Claims for the month of April and answered questions from the Board. MOTION: Dr. Jilek moved, seconded by Mr. Dietrich, to approve the April 2024 PPFD claims (accounts payable) in the amount of $106,710.18. Motion carried unanimously. FINANCIAL REPORT April 2024 Balance Sheet, Budget Performance Report and Local Tax Distribution Report Page 1 of 4Page 4 of 38 Ms. Buckley discussed the April 2024 Balance Sheet, Budget Performance Report and Local Tax Distribution Report. Mr. Watkins discussed the Local Government Investment Pool (LGIP), an interest account in which the Board could invest funds. Ms. Buckley provided further details of the investment fund and answered the PPFD Board's questions relating to the amount of funds to invest, risks, interest, use of the funds and liquidity. Ms. Bowdish arrived at 4:20 PM. REPORTS FROM COMMITTEES Design & Construction Committee (Marie Gillespie & Mark Morrissette; Alternate Spencer Jilek) 1. OAC Meeting Report (Marie Gillespie) Ms. Gillespie reported the following on the OAC:  Design/Construction Team is waiting until land is purchased in order to move forward with the design  Validation has been moved from April/May to July/August due to land uncertainty  Conceptual designs of the building exterior and flow of people have been reviewed  Test fits of the building and facility on the land options have been reviewed  Land options have been explored to see if the facility will fit  The committee participated in a tour of Pasco's Memorial Pool to get insights on the lessons they have learned  Community outreach was held at the Cinco de Mayo event in downtown Pasco, with more community outreach scheduled for 4th of July event NEW BUSINESS Resolution No. 2024-03 – Pursue an Updated Interlocal Agreement with the City of Pasco for Management and Maintenance Services for a Future Aquatics Facility (Matt Watkins) Mr. Watkins discussed updating the Interlocal Agreement with the City of Pasco for Management and Maintenance Services for a Future Aquatics Facility. The resolution would formally ask the City of Pasco to pursue an interlocal agreement for the management and maintenance of the facility, and possibly add marketing and logo design. He stated that if approved, this item would be presented to Pasco City Council. Page 2 of 4Page 5 of 38 Mr. Rice added that Pasco's Recreation staff are excited about this opportunity. MOTION: Dr. Jilek moved, seconded by Ms. Bowdish, to approve Resolution No. 2024-03 to pursue an updated Interlocal Agreement with the City of Pasco for management and maintenance services for a future aquatics facility. Motion carried unanimously. Property Acquisition - Broadmoor Status and Alternative Sites (Matt Watkins) Mr. Watkins provided an update on the options currently being considered for the location of the Aquatic Facility, and referenced the handout titled, "Aquatics Facility Site Comparisons," provided to the PPFD Board, with an overview of Options A, B & C. For negotiation purposes, the specific property locations were not identified. The PPFD Board and staff discussed the site comparisons. OTHER BUSINESS MOTION: Dr. Jilek moved, seconded by Mr. Dietrich, that the Pasco Public Facilities District invest excess cash into the State's Local Government Investment Pool, as determined by the Finance Director, and as allowed by law.Motion carried unanimously Owner’s Representative Report 1. Validation Phase Update Mr. Gardner provided an update on the validation phase in assisting with the site selection process, noting that the team is waiting on decisions on property. PPFD Executive Director Report Mr. Watkins reported on the following: 1. Financing Status The Finance Representative and Underwriter visited last week. They discussed plans and options, and viewed potential sites. 2. State Commerce Review This has been initiated and open, but will likely need to be extended once a site is selected. Page 3 of 4Page 6 of 38 3. Comparable Facilities Update There might be opportunities to tour comparable facilities. Mr. Watkins mentioning an open invitation from a comparable facility in the Kansas City, MO area. EXECUTIVE SESSION Consideration of Site Selection or Acquisition of Real Estate Purchase or Lease if Likelihood that Disclosure Would Increase Price per RCW 42.30.110(1)(b) (45 minutes) The PPFD Board adjourned into Executive Session at 4:47 PM for 45 minutes, returning at 5:32 PM, to consider site selection and acquisition of real estate purchase or lease if likelihood that disclosure would increase price per RCW 42.30.110(1)(b) with the PPFD Executive Director and the City Attorney. At 5:33 PM President Morrissette announced that the Executive Session would continue for another 15 minutes or to 5:48 PM. President Morrissette called the meeting back to order at 5:51 PM. ADJOURNMENT There being no further business, the meeting was adjourned at 5:51 pm. PASSED AND APPROVED THIS ___ DAY OF __________, 20__ APPROVED: Mark Morrissette, President Krystle Shanks, CMC Page 4 of 4Page 7 of 38 Sum of Amount GL Date Subledger Account Description Vendor/Customer Item Description May Accounts Payable Legal Combined Services KERR FERGUSON LAW PLLC PPFD LEGAL SERVICES APRIL 2024 814.00 Legal Combined Services Total 814.00 Miscellaneous Services BOUTEN CONSTRUCTION CO PPFD AQUATIC FACILITY PROJECT 163,267.36 WA ST AUDITORS OFFICE PPFD AUDIT SERVICE #59426 PERIOD 20-22 2,851.55 WENAHA GROUP INC BOUTEN CONTRUCTION - BOUTEN CONTRUCTION PPFD AQUATIC FACILITY PROJECT - Miscellaneous Services Total 166,118.91 Organizational Services KENNEWICK PUBLIC FACILITIES DISTRICT PFD SALES TAX REC'D BY PASCO AND SENT TO KEN FOR APRIL 2024 69,830.32 Organizational Services Total 69,830.32 Professional Services BOUTEN CONSTRUCTION CO PPFD AQUATIC FACILITY PROJECT 50,546.17 MOORE IACOFANO GOLTSMAN INC PASCO BROADMOOR DESIGN - AQUATIC OCT 2023 338.75 PASCO BROADMOOR DESIGN - AQUATIC SEPT 2023 4,727.50 WATKINS ENDEAVOR LLC SERVICES FOR PPFD APRIL 2024 10,390.00 WENAHA GROUP INC SERVICES FOR PPFD APRIL 2024 21,668.19 Professional Services Total 87,670.61 Accounts Payable Total 324,433.84 General Ledger Organizational Services City of Pasco ILA agreement Compensation to City of Pasco 9,500.00 JE 2024-847 COR ENTRY FOR ILA AGRMNT 1/31/24 9,500.00 Organizational Services Total 19,000.00 General Ledger Total 19,000.00 Grand Total 343,433.84 Pa g e 8 o f 3 8 Current YTD Prior Year Account Account Description Balance Total Actual Net Change Change % Fund Category External Fund Type Fund 931 - Pasco Public Facility District ASSETS 10 10.1010 Cash 5,134,409.96 3,424,863.62 1,709,546.34 49.92 10 - Totals $5,134,409.96 $3,424,863.62 $1,709,546.34 49.92% 12 12.1210 Taxes Receivable - Sales .00 1,011,598.43 (1,011,598.43)(100.00) 12 - Totals $0.00 $1,011,598.43 ($1,011,598.43)(100.00%) ASSETS TOTALS $5,134,409.96 $4,436,462.05 $697,947.91 15.73% LIABILITIES AND FUND EQUITY LIABILITIES 21 21.2105 Accounts Payable 78,094.61 267,178.88 (189,084.27)(70.77) 21 - Totals $78,094.61 $267,178.88 ($189,084.27)(70.77%) LIABILITIES TOTALS $78,094.61 $267,178.88 ($189,084.27)(70.77%) FUND EQUITY 29 29.2900 Fund Balance 4,169,283.17 4,169,283.17 .00 .00 29 - Totals $4,169,283.17 $4,169,283.17 $0.00 0.00% FUND EQUITY TOTALS Prior to Current Year Changes $4,169,283.17 $4,169,283.17 $0.00 0.00% Prior Year Fund Equity Adjustment .00 .00 Fund Revenues (1,463,252.33)(1,282,368.90) Fund Expenses 576,220.15 190,521.74 FUND EQUITY TOTALS $5,056,315.35 $5,261,130.33 ($204,814.98)(3.89%) LIABILITIES AND FUND EQUITY TOTALS $5,134,409.96 $5,528,309.21 ($393,899.25)(7.13%) Fund 931 - Pasco Public Facility District Totals $0.00 ($1,091,847.16)$1,091,847.16 100.00% Fund Type Totals $0.00 ($1,091,847.16)$1,091,847.16 100.00% Fund Category External Totals $0.00 ($1,091,847.16)$1,091,847.16 100.00% Grand Totals $0.00 ($1,091,847.16)$1,091,847.16 100.00% Page 1 of 1Run by Veronica Perez on 06/11/2024 12:39:26 PM Balance Sheet Through 05/31/24 Detail Listing Include Rollup Account/Rollup to Base Pa g e 9 o f 3 8 Adopted Budget Amended Current Month YTD YTD Budget - YTD % Used/ Account Account Description Budget Amendments Budget Transactions Encumbrances Transactions Transactions Rec'd Fund 931 - Pasco Public Facility District REVENUE Dept 13 - City Mgr Prog 590 - PPFD Admin 31 31.1310 Local Sales Tax .00 4,200,000.00 4,200,000.00 466,694.52 .00 1,237,805.27 2,962,194.73 29 31.1311 PFD Sales Tax 500,000.00 340,000.00 840,000.00 85,025.11 .00 225,447.06 614,552.94 27 31 - Totals $500,000.00 $4,540,000.00 $5,040,000.00 $551,719.63 $0.00 $1,463,252.33 $3,576,747.67 29% 34 34.4527 PFD Pasco Support 20,000.00 (20,000.00).00 .00 .00 .00 .00 +++ 34 - Totals $20,000.00 ($20,000.00)$0.00 $0.00 $0.00 $0.00 $0.00 +++ Prog 590 - PPFD Admin Totals $520,000.00 $4,520,000.00 $5,040,000.00 $551,719.63 $0.00 $1,463,252.33 $3,576,747.67 29% Dept 13 - City Mgr Totals $520,000.00 $4,520,000.00 $5,040,000.00 $551,719.63 $0.00 $1,463,252.33 $3,576,747.67 29% Dept 98 - Budgeted Fund Balance Prog 000 - None 30 30.9999 Budget Est Beg Fund Balance (Unassigned).00 4,169,283.00 4,169,283.00 .00 .00 .00 4,169,283.00 0 30 - Totals $0.00 $4,169,283.00 $4,169,283.00 $0.00 $0.00 $0.00 $4,169,283.00 0% Prog 000 - None Totals $0.00 $4,169,283.00 $4,169,283.00 $0.00 $0.00 $0.00 $4,169,283.00 0% Dept 98 - Budgeted Fund Balance Totals $0.00 $4,169,283.00 $4,169,283.00 $0.00 $0.00 $0.00 $4,169,283.00 0% REVENUE TOTALS $520,000.00 $8,689,283.00 $9,209,283.00 $551,719.63 $0.00 $1,463,252.33 $7,746,030.67 16% EXPENSE Dept 13 - City Mgr Prog 590 - PPFD Admin 53 53.3210 Forms Stationary Bus Cards .00 100.00 100.00 .00 .00 .00 100.00 0 53 - Totals $0.00 $100.00 $100.00 $0.00 $0.00 $0.00 $100.00 0% 54 54.4510 Dues Subscription Memberships .00 500.00 500.00 .00 .00 .00 500.00 0 54.4512 Train Registration Tuition .00 1,000.00 1,000.00 .00 .00 .00 1,000.00 0 54.4524 Advertising 500.00 .00 500.00 .00 .00 .00 500.00 0 54.4530 Legal Combined Services 1,200.00 10,800.00 12,000.00 814.00 .00 3,974.50 8,025.50 33 54.4540 Organizational Services 500,000.00 454,000.00 954,000.00 88,830.32 .00 195,439.23 758,560.77 20 54.4541 Professional Services 5,000.00 1,045,000.00 1,050,000.00 87,670.61 .00 204,264.87 845,735.13 19 54.4544 Miscellaneous Services .00 .00 .00 166,118.91 .00 168,999.70 (168,999.70)+++ 54.4635 Insurance Premiums 3,150.00 450.00 3,600.00 .00 .00 3,541.85 58.15 98 54.4900 I/F Admin Services 12,000.00 (12,000.00).00 .00 .00 .00 .00 +++ 54 - Totals $521,850.00 $1,499,750.00 $2,021,600.00 $343,433.84 $0.00 $576,220.15 $1,445,379.85 29% 56 56.6110 Land & Land Improvements .00 3,000,000.00 3,000,000.00 .00 .00 .00 3,000,000.00 0 56 - Totals $0.00 $3,000,000.00 $3,000,000.00 $0.00 $0.00 $0.00 $3,000,000.00 0% Run by Veronica Perez on 06/11/2024 12:35:43 PM Page 1 of 2 Budget Performance Report Date Range 01/01/24 - 05/31/24 Include Rollup Account and Rollup to Base Pa g e 1 0 o f 3 8 Adopted Budget Amended Current Month YTD YTD Budget - YTD % Used/ Account Account Description Budget Amendments Budget Transactions Encumbrances Transactions Transactions Rec'd Fund 931 - Pasco Public Facility District EXPENSE Dept 13 - City Mgr Prog 590 - PPFD Admin Totals $521,850.00 $4,499,850.00 $5,021,700.00 $343,433.84 $0.00 $576,220.15 $4,445,479.85 11% Dept 13 - City Mgr Totals $521,850.00 $4,499,850.00 $5,021,700.00 $343,433.84 $0.00 $576,220.15 $4,445,479.85 11% Dept 98 - Budgeted Fund Balance Prog 000 - None 59 59.9999 Budget Est End Fund Balance (Unassigned).00 4,187,583.00 4,187,583.00 .00 .00 .00 4,187,583.00 0 59 - Totals $0.00 $4,187,583.00 $4,187,583.00 $0.00 $0.00 $0.00 $4,187,583.00 0% Prog 000 - None Totals $0.00 $4,187,583.00 $4,187,583.00 $0.00 $0.00 $0.00 $4,187,583.00 0% Dept 98 - Budgeted Fund Balance Totals $0.00 $4,187,583.00 $4,187,583.00 $0.00 $0.00 $0.00 $4,187,583.00 0% EXPENSE TOTALS $521,850.00 $8,687,433.00 $9,209,283.00 $343,433.84 $0.00 $576,220.15 $8,633,062.85 6% Fund 931 - Pasco Public Facility District Totals REVENUE TOTALS 520,000.00 8,689,283.00 9,209,283.00 551,719.63 .00 1,463,252.33 7,746,030.67 16% EXPENSE TOTALS 521,850.00 8,687,433.00 9,209,283.00 343,433.84 .00 576,220.15 8,633,062.85 6% Fund 931 - Pasco Public Facility District Totals ($1,850.00)$1,850.00 $0.00 $208,285.79 $0.00 $887,032.18 ($887,032.18) Grand Totals REVENUE TOTALS 520,000.00 8,689,283.00 9,209,283.00 551,719.63 .00 1,463,252.33 7,746,030.67 16% EXPENSE TOTALS 521,850.00 8,687,433.00 9,209,283.00 343,433.84 .00 576,220.15 8,633,062.85 6% Grand Totals ($1,850.00)$1,850.00 $0.00 $208,285.79 $0.00 $887,032.18 ($887,032.18) Run by Veronica Perez on 06/11/2024 12:35:43 PM Page 2 of 2 Budget Performance Report Date Range 01/01/24 - 05/31/24 Include Rollup Account and Rollup to Base Pa g e 1 1 o f 3 8 Row Labels Sum of Accumulation Amount Accommodation and Food Services 31,520.34$ Administrative and Support and Waste Management and Remediation Services 9,051.60$ Agriculture, Forestry, Fishing and Hunting 303.61$ Arts, Entertainment, and Recreation 2,128.73$ Construction 129,622.08$ Educational Services 280.94$ Finance and Insurance 1,933.98$ Health Care and Social Assistance 583.78$ Information 8,735.06$ Management of Companies and Enterprises 18.38$ Manufacturing 5,806.28$ Mining 38.46$ Other Services (except Public Administration)11,367.76$ Professional, Scientific, and Technical Services 6,188.93$ Public Administration 168.06$ Real Estate Rental and Leasing 16,555.36$ Retail Trade 189,480.06$ Transportation and Warehousing 9,905.73$ Utilities 319.59$ Wholesale Trade 35,062.72$ #N/A 11,892.84$ Grand Total 470,964.29$ Accumulation 470,964.29$ Pool 444.32$ Admin Fee (4,714.09)$ Distribution 466,694.52$ May 2024 Pasco Public Facilities District $31,520.34 $9,051.60 $303.61 $2,128.73 $129,622.08 $280.94 $1,933.98 $583.78 $8,735.06 $18.38 $5,806.28 $38.46 $11,367.76 $6,188.93 $168.06 $16,555.36 $189,480.06 $9,905.73 $319.59 $35,062.72 $11,892.84 Total Accommodation and Food Services Administrative and Support and Waste Management and Remediation ServicesAgriculture, Forestry, Fishing and Hunting Arts, Entertainment, and Recreation Construction Educational Services Finance and Insurance Health Care and Social Assistance Information Management of Companies and Enterprises Manufacturing Mining Other Services (except Public Administration) Professional, Scientific, and Technical Services Public Administration Real Estate Rental and Leasing Retail Trade Category NameSum of Accumulation Amount Page 12 of 38 FG: 102741816.1 RESOLUTION NO. 2024-04 A RESOLUTION OF THE PASCO PUBLIC FACILITIES DISTRICT BOARD OF DIRECTORS AUTHORIZING THE ACQUISITION OF REAL PROPERTY IN CONNECTION WITH THE ACQUISITION, CONSTRUCTION, AND EQUIPPING OF AN AQUATIC CENTER; AND RATIFYING, CONFIRMING, AND APPROVING THE EXECUTION AND DELIVERY OF AGREEMENTS IN CONNECTION THEREWITH. BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE PASCO PUBLIC FACILITIES DISTRICT as follows: . Pursuant to Resolution No. 2022-02, adopted by the Pasco Public Facilities District Board of Directors on February 15, 2022, the Pasco Public Facilities District (“PPFD”) provided for the submission of a proposition to its qualified voters imposing a 2/10 of 1% sales and use tax for the purpose of funding an aquatic center, and at a special election held on April 26, 2022, the qualified voters approved the proposition. . Pursuant to Resolution No. 2024-01, adopted by the Pasco Public Facilities District Board of Directors on January 16, 2024, PPFD declared a reasonable official intent to reimburse expenditures made in connection with the acquisition, construction, and equipping of the aquatic center from proceeds of bonds issued to finance those expenditures. . Pursuant to a Letter of Understanding dated May 15, 2024 (the “LOU”), by and among the City of Pasco (the “City”), PPFD, and Broodmoor Properties, LLC (“BP”), the parties thereto outlined certain funding and construction responsibilities for certain public infrastructure within the Broadmoor Increment Area created by Ordinance No. 4618 of the City (the “Increment Area”), within which PPFD intends to acquire, construct, and equip the aquatic center. . Pursuant to an Agreement on Funding and Construction of Broadmoor Increment Area Roadway Improvements dated June 8, 2024 (the “Roadway Agreement”), by and among the City, PPFD, and BP, the parties thereto provided for certain matters relating to the funding and construction of roadway improvements within and serving the Increment Area. . Pursuant to a Commercial & Investment Real Estate Purchase & Sale Agreement dated June 8, 2024 (the “Purchase and Sale Agreement”), between PPFD and BP, PPFD has agreed to purchase, and BP has agreed to sell, certain real property located within the Increment Area (the “Property”). The Property consists of ten acres, the majority of which is needed for the initial acquisition, construction, and equipping of the aquatic center. The remainder of the Property is needed for reasonable future expansion of the aquatic center and/or for development by third parties (by sale, ground lease, or other disposition) in accordance with plans that are consistent with the development by PPFD of the aquatic center. . It is in the best interests of PPFD and its taxpayers to acquire the Property. Page 13 of 38 FG: 102741816.1 . PPFD is authorized to acquire the Property. The execution and delivery of the LOU, the Roadway Agreement, and the Purchase and Sale Agreement by the Executive Director of PPFD are hereby ratified, confirmed, and approved. The Executive Director is authorized and directed to effect the acquisition of the Property in accordance with the provisions of the Purchase and Sale Agreement and this resolution, and is further authorized and directed to execute and deliver or cause the execution and delivery of such agreements, certificates, opinions, documents, and other instruments as the Executive Director deems to be in the best interest of the PPFD in acquiring the Property, including engaging advisors and consultants, performing due diligence, commissioning reports, acquiring title insurance, and taking any other such action as the Executive Director deems to be in the best interest of the PPFD and in accordance with the int ent and provisions of this resolution. . This resolution shall take effect and be in force immediately following its adoption. PASSED by the Pasco Public Facilities District Board of Directors, of Pasco, Washington, this _____ day of _______________, 2024. PASCO PUBLIC FACILITIES DISTRICT Mark Morrissette, Board President ATTEST: APPROVED AS TO FORM: Caroline Bowdish, Secretary/Treasurer Foster Garvey PC Pasco Public Facilities District Bond Counsel for PPFD Page 14 of 38 1 FG: 102705068.5 AGREEMENT ON FUNDING AND CONSTRUCTION OF BROADMOOR INCREMENT AREA ROADWAY IMPROVEMENTS This Agreement on Funding and Construction of Broadmoor Increment Area Roadway Improvements (this “Agreement”) is entered into by and among the City of Pasco, Washington (the “City”), Pasco Public Facilities District, a public facilities district created and existing pursuant to Chapter 35.57 RCW (the “PFD”), and Broadmoor Properties, LLC (“BP,” and, together with the City and the PFD, the ‘Parties”) to provide for certain matters relating to the funding and construction of roadway improvements within and serving the City’s Broadmoor Increment Area created by Ordinance No. 4618 of the City. The City, PFD and BP are each a “Party” and collectively the “Parties” to this Agreement. The Parties agree as follows. Part One. RECITALS A. By the passage of Ordinance No. 4618, the City Council of the City created a tax increment area designated as the Broadmoor Increment Area (the “Increment Area”) that became effective on June 1, 2023, pursuant to the provisions of Chapter 39.114 RCW (the “Act”). B. The purpose of creating the Increment Area is to encourage new private developments within the Increment Area that would not reasonably be expected to occur without the City’s provision of certain public infrastructure improvements within and/or outside of and serving the Increment Area. C. These public infrastructure improvements include certain roadway improvements described in Exhibit A attached to this Agreement and shown on the Broadmoor Development Lot Layout Sketch attached to this Agreement as Exhibit B (together with Exhibit A, the “roadway project descriptions”). D. The roadway improvements described and shown in green in the roadway project descriptions represent those roadway improvements having an estimated cost of $23 million (the “initial roadway improvements”) that the City had been planning to finance with the issuance in August 2024 of approximately $24 million of non-voted limited tax general obligation bonds (“LTGO bonds”) of the City as authorized by the Act and other applicable law. E. The roadway improvements described and shown in red in the roadway project descriptions represent additional roadway improvements having an estimated cost of $11.5 million (the “additional roadway improvements”) that the City had been planning to finance with a second, later issuance of additional LTGO bonds in a principal amount within the maximum principal amount of $39 million authorized to finance roadway improvements serving the Increment Area. F. The City’s LTGO bonds used to finance roadway improvements serving the Increment Area will be issued as general obligations of the City to which the City will pledge its full faith, credit Page 15 of 38 2 FG: 102705068.5 and resources as well as “tax allocation revenues” (as defined by the Act) expected to be received by the City from regular property taxes levied on new private developments within the Increment Area. G. The City intends and expects that tax allocation revenues received by the City from new private developments within the Increment Area during the term of its LTGO bonds issued to finance roadway improvements serving the Increment Area will be sufficient to pay or reimburse all of the City’s debt service payments on those LTGO bonds, either directly from current tax allocation revenues received by the City or by using later-received tax allocation revenues to reimburse the City for earlier debt service payments that were required to be made from the City’s other available tax revenues or other lawfully available money. H. BP is the current owner of the majority of the land included in the Increment Area, and the PFD wishes to purchase approximately 20 acres of land generally depicted as Lots 20 and 24 on the Broadmoor Development Lot Layout Sketch (to be created by future subdivision) within the Increment Area from BP to serve as the site for the construction by the PFD of a new Aquatic Center, as approved by the voters of the City, that would be served by the additional roadway improvements. I. To encourage and facilitate the financing and construction by the City of the additional roadway improvements earlier than otherwise planned by the City, BP and the PFD have agreed to enter into this Agreement to provide certain financial accommodations to the City with respect to the City’s receipts of tax allocation revenues needed to pay debt service payments on the additional LTGO bonds required to finance the additional roadway improvements. J. The financial accommodations to be provided by BP and the PFD to the City pursuant to this Agreement generally consist of the agreement by BP and the PFD to advance funds to the City to reimburse the City for the City’s debt service payments on the additional LTGO bonds made from the City’s other available tax revenues or other lawfully available money (thereby mitigating budgetary impacts on the City’s general fund) as a result of a shortfall in tax allocation revenues available for that debt service payment purpose during the term of the City’s LTGO bonds, with those shortfall advances made by BP and the PFD to be refunded to BP and the PFD from tax allocation revenues received by the City in subsequent years when such collections, if any, are sufficient to be available for such reimbursement purposes during the term of this Agreement. K. The Parties agree that the actions to be taken by them pursuant to this Agreement are intended to encourage the construction of new private developments within the Increment Area as promptly as practicable so that the total amount of tax allocation revenues available to the City for the payment of its LTGO bonds issued to finance the roadway improvements serving the Increment Area will be timely received by the City in amounts sufficient to pay or reimburse, in full, the City’s debt service payments on those bonds. Page 16 of 38 3 FG: 102705068.5 Part Two. AGREEMENT TERMS 1. City Financing and Construction of Broadmoor Roadway Improvements. (a) Subject to the City’s determination that municipal bond market conditions are acceptable to the City, the City will issue tax-exempt LTGO bonds in a maximum principal amount of up to $34.5 million to finance roadway improvements serving the Increment Area, including up to $11.5 million in principal amount of additional LTGO bonds allocated to the construction of the additional roadway improvements described and shown in red in the roadway project descriptions. (b) BP will dedicate and convey to the City by statutory warranty deed, at no cost to the City, all land and interests in land required by the City for construction of the additional roadway improvements. (c) The City shall have full control over the design and construction of the roadway improvements, including but not limited to decisions concerning the selection of contractors pursuant to applicable public works laws and decisions concerning the cost of construction. (d) If the Aquatics Center is to be built in proximity to or within the increment Area, the City will undertake best efforts to: (1) construct the additional roadway improvements in accordance with City standards necessary to accommodate the traffic impacts of the PFD’s proposed Aquatics Center; (2) coordinate City’s construction of the additional roadway improvements to the extent practicable with the PFD’s schedule for the construction of the Aquatics Center; and (3) include necessary frontage improvements related to the Aquatics Center, such as sidewalks, in the design of Road 108. (e) The City will award bids for and manage the construction to completion of the roadway improvements. The City will own, operate and maintain the roadway improvements ; the roadway improvements shall be used for general public use; and neither BP nor the PFD shall have any special legal entitlements to use the roadway improvements. 2. SEPA and Other Conditions. (a) This Agreement is subject to the compliance with applicable federal and state laws, including prior compliance with applicable requirements of the State Environmental Policy Act (“SEPA”). In particular, the City’s obligation to construct the roadway improvements is expressly limited by completion of SEPA review through issuance of a threshold determination; the City’s consideration of the SEPA review and its determination whether it is appropriate to proceed with or without additional or revised conditions based on the SEPA review; and the resolution of any challenges to construction of the roadway improvements in a manner reasonably acceptable to the City. Page 17 of 38 4 FG: 102705068.5 (b) This Agreement is subject further to the City obtaining all required permits for construction of the roadway improvements, and the receipt of responsible bids to construct the roadway improvements serving the Increment Area at a cost that does not exceed the proceeds of the City’s LTGO bonds available for that purpose. 3. Financial Accommodations to be Provided by BP and the PFD to the City. (a) If tax allocation revenues received by the City derived from regular property taxes on new private developments within the Increment Area for any tax collection year are not sufficient to pay 100% of the debt service that was due and payable on the City’s LTGO bonds issued for the roadway improvements in that tax collection year, with the result that the City is required to use and apply other available tax revenues to meet that shortfall in tax allocation revenues, then BP will advance 70% and the PFD will advance 30% of that shortfall to the extent allocated to the debt service payments on the additional LTGO bonds used to finance the additional roadway improvements. For this purpose, a ratable portion of each maturity of the City’s outstanding LTGO bonds issued to finance all of the roadway improvements serving the Increment Area will be allocated to the financing of the additional roadway improvements. For example, if the City issues $33,500,000 principal amount of LTGO bonds, and $10,500,000 of that principal amount is used to finance the additional roadway improvements, then 31% of the debt service payable on the LTGO bonds in that tax collection year will be allocated to the additional roadway improvements. The PFD’s 30% shortfall advance for any tax collection year shall be subject to a cap of $300,000. (b) The City, by January 15 of the calendar year immediately following each applicable tax collection year, will provide to BP and the PFD a statement, based on reports and information received by the City from the Franklin County Treasurer and the debt service payment schedule for the City’s LTGO bonds issued for the roadway improvements serving the Increment Area (a “shortfall report”), showing (i) the total amount of tax allocation revenues with respect to regular property taxes levied for the applicable tax collection year received by the City in that tax collection year, (ii) the pro rata allocations of those tax allocation revenues applied to debt service payments made on the respective portions of the LTGO bonds allocable to the financing of the initial roadway improvements and the additional roadway improvements, (iii) the respective shortfalls in tax allocation revenues related to the debt service payments made on those portions of the LTGO bonds, and (iv) calculations of the 70% and 30% portions of the shortfall related to the debt service payments on the additional LTGO bonds required to be advanced by BP and the PFD, respectively, to the City (the “shortfall advances”). By February 15 of the calendar year immediately following the applicable tax collection year, BP and the PFD will transfer their respective shortfall advances to the City. (c) The obligations of BP to the City under this Agreement shall continue in full force and effect for so long as BP or any other person or entity that is controlled by, controlling, or under common control with BP, continues to be the owner of any land in the Increment Area, irrespective Page 18 of 38 5 FG: 102705068.5 of any subdivision and sale by BP of other parcels of land in the Increment Area to other private entities for the purpose of constructing new private developments in the Increment Area. (d) The City will keep records for each tax collection year that show, on a cumulative basis, the aggregate amount of shortfalls in tax allocation revenues related to the City’s annual debt service payments on the portion of its outstanding LTGO bonds allocated to the financing of the initial roadway improvements and on the additional LTGO bonds allocated to the financing of the additional roadway improvements, respectively. The City also will keep records of the cumulative amounts of BP’s and the PFD’s shortfall advances to the City with respect to debt service payments on the additional LTGO bonds as well as the cumulative shortfalls in tax allocation revenues borne by the City in relation to its debt service payments on outstanding LTGO bonds allocated to the financing of the initial roadway improvements. If, for any tax collection year, tax allocation revenues received by the City exceed the amount of debt service that was paid by the City in that tax collection year, that excess amount of tax allocation revenues shall be applied by the City as follows: first, the City shall reimburse the City for a like amount of all debt service payments on the LTGO bonds previously paid from sources other than tax allocation revenues, such as other available tax revenues or other lawfully available money of the City ; second, on February 15 of the calendar year immediately following each applicable tax collection year, the City shall credit a reimbursement amount (derived from that excess amount of tax allocation revenues) ratably among the City, BP and the PFD to reduce or refund, as applicable, (i) the aggregate unreimbursed amount of the City’s prior debt service payments made from other available tax revenues of the City, (ii) the aggregate amount of BP’s shortfall advances not yet refunded from tax allocation revenues, and (iii) the aggregate amount of the PFD’s shortfall advances not yet refunded from tax allocation revenues; and, third, the City shall apply any remaining tax allocation revenues to any purpose authorized by Ordinance No. 4618. (e) Notwithstanding any other provision of this Agreement, the financial accommodations provided by BP and the PFD to the City under the terms of this Agreement, including any shortfall advances made by BP and the PFD to the City to fund any BP shortfall advance, are not intended by the Parties to constitute, and shall not be treated as, a guarantee by BP or the PFD of payment of the City’s debt service payments on the City’s LTGO bonds, or as a guarantee of the payment of regular property taxes levied on new private developments constructed within the Increment Area. BP and all other owners of taxable property in the Increment Area will be required to pay annual property taxes on their taxable property in the Increment Area as generally provided by Washington law. The purposes of the undertakings by BP and the PFD under this Agreement are, first, to encourage the construction of new private developments within the Increment Area as promptly as practicable, and, second, to assist the City to mitigate any temporary budgetary impacts on the City that may result from the City’s use of funds other than tax allocation revenues for the payment of debt service on its LTGO bonds issued to finance the roadway improvements in the early years during the term of those bonds. 4. Term of Agreement. The term of this Agreement shall end (the “Termination”) on the earlier of: (a) December 31st, 2049; or (b) on the date 30 days following the date of the City’s Page 19 of 38 6 FG: 102705068.5 shortfall report provided to BP and the PFD showing that the respective total amounts of shortfall advances made by BP and the PFD to the City have been refunded in full to BP and the PFD, respectively. Upon Termination, the obligations of the Parties end, including the obligations of BP and the PFD to make shortfall advances to the City and the obligation of the City to refund shortfall advances previously made by BP and the PFD. EXECUTED AND AGREED TO BY THE PARTIES as of the last date written below: CITY OF PASCO, WASHINGTON By ________________________ City Manager Date: ______________________ BROADMOOR PROPERTIES, LLC By ________________________ Managing Member Date: ______________________ PASCO PUBLIC FACILITIES DISTRICT By ________________________ Executive Director Date: ______________________ 6/8/20246/8/2024 6/8/2024 Page 20 of 38 PROJECT ESTIMATE City BP PFD City BP PFD Eastbound ramp and roundabout - Full buildout (see plan sheet)$11,500,000 100% 0% 0% $916,309 $0 $0 Signalized intersection - full buildout (see plan sheet)$3,500,000 100% 0% 0% $278,877 $0 $0 Signalized intersection - full buildout (see plan sheet) * involves ROW acquisition from third party* $4,800,000 100% 0% 0% $382,459 $0 $0 Roadway improvements full buildout: sidewalk (north) pathway (south). Estimate includes signal at Rd 103. Utilities are existing $3,200,000 100% 0% 0% $254,973 $0 $0 Roadway improvements core road (curb & drainage): Utilities are existing except catch basins. $2,700,000 0% 70% 30% $0 $150,593 $64,540 Roadway improvements core road (curb & drainage): Estimate includes roundabout at sandifur and Rd 108. Utilities are existing except catch basins. $4,500,000 0% 70% 30% $0 $250,989 $107,567 2 lanes of traffic and median. Curbs, drainage, partial sidewalk (PFD Facility), no signals or other intersection treatments. Utilities are existing. $3,300,000 0% 70% 30% $0 $184,059 $78,882 $33,500,000 $1,832,617 $585,641 $250,989 ANNUAL DEBT SERVICE SCOPE % RESPONSIBILITY EXHIBIT A Pa g e 2 1 o f 3 8 EXHIBIT B Pa g e 2 2 o f 3 8 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 1/2024 Page |1 15 SPECIFIC TERMS Reference Date: June 8, 2024 Offer Expiration Date: June 10, 2024 5:00pm 1.PROPERTY: The Property is legally described on Exhibit A. Address: tbd Road 108 City of Pasco, Franklin County, Washington. Tax Parcel No(s): tbd Included Personal Property: X None; If on and used in connection with the Property, per Section 25 (None, if not completed). 2.BUYER(S): Pasco Public Facilities District &/or Assigns 3.SELLER(S): Broadmoor Properties LLC 4.PURCHASE PRICE: $ 3,554,500 Payable as: X Cash; Financing (Form PS_FIN attached); Other 5.EARNEST MONEY: $ 100,000 Dollars; Held by Closing Agent Form of Earnest Money: X Check; Wire Transfer; Note; Other Earnest Money Due Date: X 3 days after Mutual Acceptance; days after satisfaction of Feasibility Contingency; or 6.FEASIBILITY CONTINGENCY DATE: 90 days after Mutual Acceptance 7.CLOSING DATE: on or before 9.15.24 8.CLOSING AGENT: Ticor Title | Patty Sweetwood 9.TITLE INSURANCE COMPANY: Ticor Title 10. DEED: X Statutory Warranty Deed; or Bargain and Sale Deed 11.POSSESSION: X on closing; Other: 12. SELLER CITIZENSHIP (FIRPTA): Seller is; X is not a foreign person for the purposes of US income taxation. 13. BUYER’S DEFAULT: X Forfeiture of Earnest Money; Seller’s Election of Remedies 14. SELLER’S DEFAULT: X Recover Earnest Money or Specific Enforcement; Buyer’s Election of Remedies 15. UNPAID UTILITIES: Buyer and Seller X Do Not Waive (Form UA attached); Waive 16. AGENCY DISCLOSURE: Selling Broker represents: X Buyer; Seller; both parties Listing Broker represents: X Seller; both parties 17.BUYER BROKERAGE FIRM COMPENSATION: % of sale price or $ 69,700 Buyer Date Buyer Date Seller Date Seller Date DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F 6/9/2024 6/9/2024 Page 23 of 38 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 1/2024 Page |2 15 18.EXHIBITS AND ADDENDA. The following Exhibits and Addenda are made a part of this Agreement: Earnest Money Promissory Note Back-Up Addendum 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 Description Addendum/Amendment X Exhibit B: Additional Terms 19. IDENTIFICATION OF THE PARTIES. The following is the contact information for the parties involved in this Agreement: Buyer Seller Contact: Matt Watkins Contact: Dale Adams Address: 523 N. 3rd Ave. Address: 6070 Lake Geneva Dr. Pasco, WA 99301 Reno, NV 89511 Phone: 509.521.6960/544.3060 Phone: 925.323.4403 Email: Pfd-watkins@pasco-wa.gov Email: dadams907@aol.com sigdelr@pasco-wa.gov Selling Firm Listing Firm Name: SVN | Retter & Company Name: Marcus & Milllichap Listing Broker: Rob Ellsworth Selling Broker: Tim Ufkes Address: 329 N. Kellogg St Address: Kennewick, WA 99336 Phone: 509.430.2378 Phone: (206) 399-9337 Email: Rob@RobEllsworth.com Email: Timothy.Ufkes@marcusmillichap.com Firm Lic. #: 20279 Firm Lic. #: Broker Lic. #: 17790 Broker Lic. #: Copy of Notices to Buyer to: Copy of Notices to Seller to: Name: Name: Company: Company: Address: Address: Phone: Phone: Email: Email: 20. Purchase and Sale. Buyer agrees to buy and Seller agrees to sell the commercial 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 (i) all of Seller’s rights, title and interest in the Property, (ii) all easements and rights appurtenant to the Property, (iii) all buildings, fixtures, and improvements on the Property, (iv) all unexpired leases and subleases; and (v) all included personal property. 21. Acceptance; Counteroffers. If this offer is not timely accepted, it shall lapse and the earnest money shall be refunded to Buyer. If either party makes a future counteroffer, the other party shall have until 5:00 p.m. on the day (if not filled in, the second day) following receipt to accept the counteroffer, unless sooner withdrawn. If the counteroffer is not timely accepted or countered, this Agreement shall lapse and the earnest money shall be refunded to Buyer. No acceptance, offer or counteroffer from Buyer is effective until a signed copy is received by Seller, the Listing Broker 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 Buyer Date Buyer Date Seller Date Seller Date DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F 6/9/2024 6/9/2024 Page 24 of 38 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 1/2024 Page |3 15 or the licensed office of the Selling Broker. "Mutual Acceptance" shall occur when the last counteroffer is signed by the offeree, and the fully-signed counteroffer has been received by the offeror, his or her broker, or the licensed office of the broker. If any party is not represented by a broker, then notices must be delivered to that party and shall be effective when received by that party. 22. Earnest Money. Selling Broker and Selling Firm are authorized 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 Selling 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 close, whoever is entitled to the Earnest Money is entitled to interest. Unless otherwise provided in this Agreement, the Earnest Money shall be applicable to the Purchase Price. 23. Title Insurance. a. Title Report. Seller authorizes Buyer, its Lender, Listing Broker, Selling Broker or Closing Agent, at Seller’s expense, to apply for and deliver to Buyer a standard 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. If Seller previously received a preliminary commitment from a title insurer that Buyer declines to use, Buyer shall pay any cancellation fee owing to the original title insurer. Otherwise, the party applying for title insurance shall pay any title cancellation fee, in the event such a fee is assessed. b. Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the title report or any supplemental report within the earlier of: (a) days (20 days if not completed) after receipt of the preliminary commitment for title insurance; or (b) the Feasibility Contingency Date. This Agreement shall terminate and Buyer shall receive a refund of the earnest money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s notice of such objections Seller shall give notice, in writing, of its intent to remove all objectionable provisions before Closing. If 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 Seller 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 supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Buyer’s notice of objections must be delivered within three (3) 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 to any mortgage or deed of trust liens, or the statutory lien for real property taxes, and the same shall not be deemed to be Permitted Exceptions; provided, however, that the lien securing any financing which Buyer has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptions.” Seller shall reasonably 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 General Exclusions and Exceptions common to such form of policy and the Permitted Exceptions. Buyer Date Buyer Date Seller Date Seller Date DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F 6/9/2024 6/9/2024 Page 25 of 38 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 1/2024 Page |4 15 c. Title Policy. 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 Closing Date in the amount of the Purchase Price, insuring that fee simple title to the Property is vested 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 elects extended coverage, then Seller shall execute and deliver to the Title Company on or before Closing the such affidavits and other documents as the Title Company reasonably and customarily requires to issue extended coverage. 24. Feasibility Contingency. Buyer’s obligations under this Agreement are conditioned upon Buyer's satisfaction, in Buyer’s sole discretion, concerning all aspects of the Property, including its physical condition; the presence of or absence of any hazardous substances; the contracts and leases affecting the Property; the potential financial performance of the Property; the availability of government permits and approvals; and the feasibility of the Property for Buyer's intended purpose. This Agreement shall terminate and Buyer shall receive a refund of the earnest money unless Buyer gives notice that the Feasibility Contingency is satisfied to Seller before 5:00pm on the Feasibility Contingency Date. If such notice is timely given, 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 3 days (3 days if not filled 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 of all documents in Seller’s possession or control relating to the ownership, operation, renovation or development of the Property, excluding appraisals or other statements of value, and including 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 relating to occupancy of all or a portion of the Property and a suite-by-suite schedule of tenants, rents, prepaid rents, deposits and fees; plans, specifications, permits, applications, drawings, surveys, and studies; maintenance records, accounting records and audit reports for the last three years and year to date; any existing environmental reports; any existing surveys; any existing inspection reports; and “Vendor Contracts” which shall include maintenance or service contracts, and installments purchase contracts or leases of personal property or fixtures used in connection with the Property. Buyer shall determine by the Feasibility Contingency Date: (i) whether Seller will agree to terminate any objectionable Vendor Contracts; and (ii) whether Seller will agree to pay any damages or penalties resulting from the termination of objectionable Vendor Contracts. Buyer’s waiver of the Feasibility Contingency shall be deemed Buyer’s acceptance of all Vendor Contracts which Seller has not agreed in writing to terminate. Buyer shall be solely responsible for obtaining any required consents to such assumption and the payment of any assumption fees. Seller shall cooperate with Buyer's efforts to receive any such consents but shall not be required to incur any out-of-pocket expenses or liability in doing so. Any information provided or to be provided by Seller with respect to the Property is solely for Buyer’s convenience and Seller has not made any independent investigation or verification of such information (other than that the documents are true, correct, and complete, as stated above) and makes no representations as to the accuracy or completeness of such information, except to the extent expressly provided otherwise in this Agreement. Seller shall transfer the Vendor Contracts as provided in Section 25. b. Access. Seller shall permit Buyer and its agents, at Buyer's sole expense and risk, to enter the Property at reasonable times subject to the rights of and after legal notice to tenants, to conduct inspections concerning the Property, 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 Buyer Date Buyer Date Seller Date Seller Date DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F 6/9/2024 6/9/2024 Page 26 of 38 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 1/2024 Page |5 15 use. Buyer shall schedule any entry onto the Property with Seller in advance and shall comply with Seller's reasonable requirements including those relating to security, confidentiality, and disruption of Seller's tenants. Prior to entering the Property and while conducting any inspections, Buyer shall, at no cost or expense to Seller: (a) procure and maintain commercial general liability (occurrence) 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 (b) deliver to Seller 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 contact the tenants or property management personnel without obtaining Seller'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 condition they were in prior to inspection. Buyer shall be solely responsible for all costs of its inspections and feasibility analysis and has no authority to bind the Property for purposes of statutory liens. Buyer agrees to indemnify and defend Seller from all liens, costs, claims, and expenses, including attorneys' and experts' fees, arising from or relating to entry onto or inspection of the Property by Buyer and its agents, which obligation shall survive closing. Buyer may continue to enter the Property in accordance with the foregoing terms and conditions after removal or satisfaction of the Feasibility Contingency only for the purpose of leasing or to satisfy conditions of financing. c. Access Insurance (check if applicable). Notwithstanding anything in this Section 24 to the contrary, prior to entering the Property and while conducting any inspections pursuant to subsection (b) above, Buyer shall, at no cost or expense to Seller: (a) procure and maintain commercial general liability (occurrence) 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 (b) deliver to Seller prior to entry upon the Property certificates of insurance for Buyer and any applicable agents or representatives evidencing such required insurance. d. Buyer waives, to the fullest extent permissible by law, the right to receive a seller disclosure statement (e.g. “Form 17”) 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 17 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 Seller. 25. Conveyance. Title shall be conveyed subject only to the Permitted Exceptions. If this Agreement is for conveyance of Seller’s vendee’s interest in a Real Estate Contract, the deed shall include a contract vendee’s assignment sufficient to convey after-acquired title. At Closing, Seller and Buyer shall execute and deliver to Closing Agent CBA Form PS-AS Assignment and Assumption Agreement transferring all leases and Vendor Contracts assumed by Buyer pursuant to Section 25(b) and all intangible property transferred pursuant to Section 25(b). 26. Personal Property. a. If this sale includes the personal property located on and used in connection with the Property, Seller will itemize such personal property in an Exhibit to be attached to this Agreement within ten (10) days of Mutual Acceptance. The value assigned to any personal property shall be $ 0 (if not completed, the County-assessed value if available, and if not available, the fair market value determined by an appraiser selected by the Listing Broker and Selling Broker). Seller warrants title to, but not the condition of, the personal property and shall convey it by bill of sale. b. In addition to the leases and Vendor Contracts assumed by Buyer pursuant to Section 24 Buyer Date Buyer Date Seller Date Seller Date DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F 6/9/2024 6/9/2024 Page 27 of 38 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 1/2024 Page |6 15 above, this sale includes all right, title and interest of Seller to the following intangible property now or hereafter existing with respect to the Property including without limitation: all rights-of-way, rights of ingress or egress or other interests in, on, or to, any land, highway, street, road, or avenue, open or proposed, in, on, or across, in front of, abutting or adjoining the Property; all rights to utilities serving the Property; all drawings, plans, specifications and other architectural or engineering work product; all governmental permits, certificates, licenses, authorizations and approvals; all rights, claims, causes of action, and warranties under contracts with contractors, engineers, architects, consultants or other parties associated with the Property; all utility, security and other deposits and reserve accounts made as security for the fulfillment of any of Seller's obligations; any name of or telephone numbers for the Property and related trademarks, service marks or trade dress; and guaranties, warranties or other assurances of performance received. 27. Seller’s Underlying Financing. Unless Buyer is assuming Seller’s underlying financing, Seller shall be responsible 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 closing. 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 for the underlying financing (known as “defeasance”). If Seller provides this notice of defeasance to Buyer, then the parties shall close the transaction in accordance with the process described in CBA Form PS_D or any different process identified in Seller’s defeasance notice to Buyer. 28. Closing of Sale. Buyer and Seller shall deposit with Closing Agent by 12:00 p.m. on the scheduled Closing Date all instruments and monies required to complete the purchase in accordance with this Agreement. Upon receipt of such instruments and monies, Closing Agent shall cause the deed to be recorded and shall pay to Seller, in immediately available funds, the Purchase Price less any costs or other amounts to be paid by Seller at Closing. “Closing” shall be deemed to have occurred when the deed is recorded and the sale proceeds are available to Seller. Time is of the essence in the performance of this Agreement. Sale proceeds shall be considered available to Seller, even if they cannot be disbursed to Seller until the next business day after Closing. Notwithstanding the foregoing, if Seller informed Buyer before the Feasibility Contingency Date that Seller’s underlying financing requires that it be defeased and may not be paid off, then Closing shall be conducted in accordance with the three(3)-day closing process described in CBA Form PS_D. This Agreement is intended to constitute escrow instructions to Closing Agent. Buyer and Seller will provide any supplemental instructions requested by Closing Agent provided the same are consistent with this Agreement. 29. Closing Costs and Prorations. Seller shall deliver an updated rent roll to Closing Agent not later than two (2) days before the scheduled Closing Date in the form required by Section 23(a) and any other information reasonably requested by Closing Agent to allow Closing Agent to prepare a settlement statement for Closing. Seller certifies that the information contained in the rent roll is correct as of the date submitted. Seller shall pay the premium for the owner's standard coverage title policy. Buyer shall pay the excess premium attributable to any extended coverage or endorsements requested by Buyer, and the cost of any survey required in connection with the same. Seller and Buyer shall each pay one-half of the escrow fees. Any real estate excise taxes shall be paid by the party who bears primary responsibility for payment under the applicable statute or code. Real and personal property taxes and assessments payable in the year of closing; collected rents on any existing tenancies; 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 Closing. Seller will be charged and credited for the amounts 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. If tenants pay any of the foregoing expenses directly, Buyer Date Buyer Date Seller Date Seller Date DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F 6/9/2024 6/9/2024 Page 28 of 38 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 1/2024 Page |7 15 then Closing Agent shall only pro rate those expenses paid by Seller. Buyer shall pay to Seller at Closing an additional sum equal to any utility deposits or mortgage reserves for assumed financing for which Buyer receives the benefit after Closing. Buyer shall pay all costs of financing including the premium for the lender's title policy. If the Property was taxed under a deferred classification prior to Closing, then Seller shall pay all taxes, interest, penalties, deferred taxes or similar items which result from removal of the Property from the deferred classification. At Closing, all refundable deposits on tenancies shall be credited to Buyer or delivered to Buyer for deposit in a trust account if required by state or local law. Buyer shall pay any sales or use tax applicable to the transfer of personal property included in the sale. 30. Post-Closing Adjustments, Collections, and Payments. After Closing, Buyer and Seller shall reconcile the actual amount of revenues or liabilities upon 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 goods delivered to the Seller or the Property prior to Closing shall be paid by Seller upon presentation of such bill or invoice. At Buyer's option, Buyer may pay such bill or invoice and be reimbursed the amount paid plus interest at the rate of 12% per annum beginning fifteen (15) days from the date of Buyer's written demand to Seller for reimbursement until such reimbursement is made. Notwithstanding the foregoing, if tenants pay certain expenses based on estimates subject to a post-closing reconciliation to the actual amount of those 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 Closing shall be applied first to rentals due most recently from such tenant for the period after closing, and the balance shall be applied for the benefit of Seller for delinquent rentals owed for a period prior to closing. The amounts applied for the benefit of Seller shall be turned over by Buyer to Seller promptly after receipt. Seller shall be entitled to pursue any lawful methods of collection of delinquent rents but shall have no right to evict tenants after Closing. Any adjustment shall be made, if any, within 180 days of the Closing Date, and if a party fails to request an adjustment by notice delivered to the other party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such party desires to adjust and the reasons for such adjustment), then the allocations and prorations at Closing shall be binding and conclusive against such party. 31. Operations Prior to Closing. Prior to Closing, Seller shall continue to operate the Property in the ordinary course of its business and maintain the Property in the same or better condition than as existing on the date of Mutual Acceptance but shall not be required to repair material damage from casualty except as otherwise provided in this Agreement. After the Feasibility Contingency Date, Seller shall not enter into or modify existing rental agreements or leases (except that Seller may enter into, modify, extend, renew or terminate residential rental agreements or residential leases for periods of 12 months or less in the ordinary course of its business), service contracts, or other agreements affecting the Property which have terms extending beyond Closing without obtaining Buyer's consent, which shall not be withheld unreasonably. 32. Possession. Buyer shall accept possession subject to all tenancies disclosed to Buyer before the Feasibility Contingency Date. 33. Seller’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 available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller represents to Buyer that, to the best of Seller's actual knowledge, each of the following is true as of the date hereof: (a) Seller is authorized to enter into the Agreement, to sell the Property, and to perform its obligations under the Agreement, and no further consent, waiver, approval or authorization is required from any person or entity to execute and perform Buyer Date Buyer Date Seller Date Seller Date DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F 6/9/2024 6/9/2024 Page 29 of 38 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 1/2024 Page |8 15 under this Agreement; (b) The books, records, leases, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding the operation and condition of the Property, are true, accurate and complete to the best of Seller’s knowledge, and no other 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 violate any applicable laws, regulations, codes and ordinances; (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after Closing; (f) There is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries of any planned or authorized local improvement district; (g) Seller has paid (except to the extent prorated at Closing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 28 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after Closing; (h) Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer before the Feasibility Contingency Date; (i) There are no Hazardous Substances (as defined below) currently located in, on, or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Property; and there is no pending or threatened investigation or remedial action by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Law at the Property; (j) Seller 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) Neither Seller 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 regulations of the Office of Foreign Asset Control (“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 (l) the individual signing this Agreement on behalf of Seller represents and warrants to Buyer that he or she has the authority to act on behalf 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, regulation, or ordinance governing any substance that could cause actual or suspected harm to human health or the environment ("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos. If prior to Closing Seller or Buyer discovers any information which would cause any of the representations above to be false if the 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 and Buyer, as its sole remedy, may elect to terminate this Agreement by giving Seller notice of such termination within five (5) days after Buyer first received actual notice (with the Closing 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 Seller had actual knowledge of the newly discovered information such that a representation provided for above was false. 34. 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 Buyer Date Buyer Date Seller Date Seller Date DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F 6/9/2024 6/9/2024 Page 30 of 38 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 1/2024 Page |9 15 with laws, status of permits or approvals, 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. 35. 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 transaction contemplated hereby will: (a) conflict with or result in a breach of any law, regulation, writ, injunction or decree of any court or governmental instrumentality applicable to Buyer; or (b) constitute a breach of 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. 36. 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 warranties (and any cause of action resulting from a breach thereof not then in litigation, including indemnification claims) shall terminate. Notwithstanding anything to the contrary in this Agreement: (a) Buyer shall not 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 to Buyer on account of any breach of any representation or warranty in the aggregate in excess of the amount equal to $250,000, except in the event of Seller’s fraud or intentional misrepresentation with respect to any representation or warranty regarding the environmental condition of the Property, in which case Buyer’s damages shall be unlimited. 37. Condemnation and Casualty. Seller bears all risk of loss until Closing, and thereafter Buyer bears all risk of loss. Buyer may terminate this Agreement and obtain a refund of the earnest money if improvements on the Property are materially damaged or if condemnation proceedings are commenced against all or a portion of the Property before Closing, 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 be considered material if the cost of repair exceeds the lesser 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 proceeds under any property insurance policy and shall credit to Buyer at Closing the amount of any deductible provided for in the policy. 38. FIRPTA Tax Withholding at Closing. Closing Agent is instructed to prepare a certification (CBA or NWMLS Form 22E, or equivalent) that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and Seller shall sign it on or before Closing. If Seller is a foreign person, and this transaction is not otherwise exempt from FIRPTA, Closing Agent is instructed to withhold and pay the required amount to the Internal Revenue Service. 39. 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 Seller 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 Listing Broker, or the licensed office of Listing Broker. Notices to Buyer must be signed by at least one Seller and Buyer Date Buyer Date Seller Date Seller Date DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F 6/9/2024 6/9/2024 Page 31 of 38 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 1/2024 Page |10 15 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 notice 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 Seller shall keep Selling Broker and Listing Broker advised of their whereabouts in order to receive prompt notification of receipt of a notice. If any party is not represented by a licensee, then notices must be delivered to and shall be effective when received by that party at the address, fax number, or email indicated in Section 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) shall constitute delivery 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 acknowledgment). 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. 40. Computation of Time. Unless otherwise specified in this Agreement, any period of time in this Agreement shall mean Pacific Time and shall begin the day after the event starting the period and shall expire at 5:00 p.m. of the last calendar day of the specified period of time, unless the last day is a Saturday, Sunday or legal holiday as defined in RCW 1.16.050, in which case the specified period of time shall expire on the next day that is not a Saturday, Sunday or legal holiday. Any specified period of five (5) days or less shall not include Saturdays, Sundays or legal holidays. Notwithstanding the foregoing, references to specific dates or times or number of hours shall mean those dates, times or number of hours; provided, however, that if the Closing Date falls on a Saturday, Sunday, or legal holiday as defined in RCW 1.16.050, or a date when the county recording office is closed, then the Closing Date shall be the next regular business day. If the parties agree upon and 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. 41. 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 Seller, but with notice to Seller, to any entity under common control and ownership of Buyer, provided no such assignment shall relieve 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 shall remain responsible for those obligations of Buyer stated in this Agreement notwithstanding any assignment and, if this Agreement provides for Seller to finance a portion of the purchase price, then the party identified as the initial Buyer shall guarantee payment of Seller financing. 42. Default and Attorneys’ Fees. a. Buyer's default. In the event Buyer fails, without legal excuse, to complete the purchase of the Property, then the applicable provision as identified in Section 13 shall apply: i. Forfeiture of Earnest Money. Seller may terminate this Agreement and keep that portion of the earnest money that does not exceed five percent (5%) of the Purchase Price as liquidated damages as the sole and exclusive remedy available to Seller for such failure. ii. Seller’s Election of Remedies. Seller may, at its option, (a) terminate this Agreement and keep that portion of the earnest money that does not exceed five percent (5%) of the Buyer Date Buyer Date Seller Date Seller Date DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F 6/9/2024 6/9/2024 Page 32 of 38 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 1/2024 Page |11 15 Purchase Price as liquidated damages as the sole and exclusive remedy available to Seller for such failure, (b) bring suit against Buyer for Seller's actual damages, (c) bring suit to specifically enforce this Agreement and recover any incidental damages, or (d) pursue any other rights or remedies available at law or equity. b. Seller's default. In the event Seller fails, without legal excuse, to complete the sale of the Property, then the applicable provision as identified in Section 14 shall apply: i. Recover Earnest Money or Specific Enforcement. As Buyer’s sole remedy, Buyer may either (a) terminate this Agreement and recover all earnest money or fees paid by Buyer whether or not the same are identified as refundable or applicable to the purchase price; or (b) bring suit to specifically enforce this Agreement and recover incidental damages, provided, however, Buyer must file suit within sixty (60) days from the Closing Date or from the date Seller has provided notice to Buyer that Seller will not 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 (c) pursue any other rights or remedies available at law or equity. c. Neither Buyer nor Seller may recover consequential 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. In 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 shall be governed by the laws of the State of Washington without regard to its principles of conflicts of laws. 43. 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 of 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 original, 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 electronically 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 Seller intends for this transaction to be a part of a Section 1031 like-kind exchange, then the other party agrees to cooperate in the completion of the like- kind exchange so long as the cooperating party incurs no additional liability in doing so, and so long as any expenses (including attorneys’ fees and costs) incurred by the cooperating party that are related only to the exchange are paid or reimbursed to the cooperating party at or prior to Closing. 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 Section 1031 like-kind exchange may assign this Agreement to its qualified intermediary or any entity set up for the purposes of completing a reverse exchange. 44. Information Transfer. In the event this Agreement is terminated, Buyer agrees to deliver to Seller within ten (10) days of Seller's written request copies of all materials received from Seller and any non-privileged plans, studies, reports, inspections, appraisals, surveys, drawings, Buyer Date Buyer Date Seller Date Seller Date DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F 6/9/2024 6/9/2024 Page 33 of 38 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 1/2024 Page |12 15 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. 45. Confidentiality. Until and unless closing has been consummated, Buyer and Seller shall follow reasonable measures to prevent unnecessary disclosure of information obtained in connection with the negotiation and performance of this Agreement. Neither party shall use or knowingly permit the use of any such information in any manner detrimental to the other party. 46. Agency Disclosure. Buyer Brokerage Firm, Buyer Brokerage Firm’s Designated Broker, Buyer Brokerage Firm’s Branch Manager (if any) and any of Buyer Brokerage’s Firm’s Managing Brokers who supervise Buyer Broker represent the same party that Buyer Broker represents. Listing Firm, Listing Firm’s Designated Broker, Listing Broker’s Branch Manager (if any), and any of Listing Firm’s Managing Brokers who supervise Listing Broker represent the same party that the Listing Broker represents. All parties acknowledge receipt of the pamphlet entitled “Real Estate Brokerage in Washington.” 47. Buyer Broker’s Compensation Disclosure. a.Compensation from Seller. The compensation offered to Buyer Brokerage Firm by Seller for providing buyer brokerage services to Buyer related to the Property is: % of the purchase price X $ 69.700 other: . b.Compensation from Listing Firm. The compensation offered to Buyer Brokerage Firm by the Listing Firm for providing buyer brokerage services to Buyer related to the Property is: % of the purchase price $ other: . 48. Seller’s Acceptance and Brokerage Agreement. Seller agrees to sell the Property on the terms and conditions herein. The Listing Firm’s compensation shall be paid as specified in the listing or commission agreement. If there is no written listing or commission agreement, Seller agrees to pay to Listing Firm compensation of % of the sales price or $ . The compensation to Buyer Brokerage Firm shall be paid as set forth in this Agreement. Seller and Buyer consent to Listing Firm and Buyer Brokerage Firm receiving compensation from more than one party and to the sharing of compensation between firms. In any action by Listing Firm or Buyer Brokerage Firm to enforce this Section, the prevailing party is entitled to reasonable attorneys' fees and expenses. The Property described in attached Exhibit A is commercial real estate. Notwithstanding Section 45 above, the pages containing this Section, the parties' signatures and an attachment describing the Property may be recorded. 49. Listing Broker and Selling Broker Disclosure. EXCEPT AS OTHERWISE DISCLOSED IN WRITING TO BUYER OR SELLER, THE SELLING BROKER, LISTING BROKER, AND FIRMS HAVE NOT MADE ANY REPRESENTATIONS OR WARRANTIES OR CONDUCTED ANY INDEPENDENT INVESTIGATION CONCERNING THE LEGAL EFFECT OF THIS AGREEMENT, BUYER'S OR SELLER'S FINANCIAL STRENGTH, BOOKS, RECORDS, REPORTS, STUDIES, OR OPERATING STATEMENTS; THE CONDITION OF THE PROPERTY OR ITS IMPROVEMENTS; THE FITNESS OF THE PROPERTY FOR BUYER’S INTENDED USE; OR OTHER MATTERS RELATING TO THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE PROPERTY'S ZONING, BOUNDARIES, AREA, COMPLIANCE WITH APPLICABLE LAWS (INCLUDING LAWS REGARDING ACCESSIBILITY FOR DISABLED PERSONS), OR HAZARDOUS OR TOXIC MATERIALS INCLUDING MOLD OR OTHER ALLERGENS. SELLER AND BUYER ARE EACH ADVISED TO ENGAGE QUALIFIED EXPERTS TO ASSIST WITH THESE DUE DILIGENCE AND FEASIBILITY MATTERS, AND ARE FURTHER ADVISED TO SEEK INDEPENDENT LEGAL AND TAX ADVICE RELATED TO THIS AGREEMENT. Buyer Date Buyer Date Seller Date Seller Date DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F 6/9/2024 6/9/2024 Page 34 of 38 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 1/2024 Page |13 15 IN WITNESS WHEREOF, the parties have signed this Agreement intending to be bound. Buyer Pasco Public Facilities District Seller Broadmoor Properties LLC Printed Name and Type of Entity Printed Name and Type of Entity Buyer Seller Signature and Title Signature and Title Date Date Buyer Seller Printed Name and Type of Entity Printed Name and Type of Entity Buyer Seller Signature and Title Signature and Title Date Date Buyer Date Buyer Date Seller Date Seller Date DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F 6/9/2024 6/9/2024 6/9/2024 6/9/2024 Page 35 of 38 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 1/2024 Page |14 15 EXHIBIT A * [Legal Description] 10 acres west of Road 108 between Harris & Sandifur. Seller shall be responsible for completing boundary line adjustment to create subject lot. To ensure accuracy in the legal description, consider substituting the legal description contained in the preliminary commitment for title insurance or a copy of the Property’s last vesting deed for this page. Do not neglect to label the substitution “Exhibit A.” You should avoid transcribing the legal description because any error in transcription may render the legal description inaccurate and this Agreement unenforceable. Buyer Date Buyer Date Seller Date Seller Date DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F 6/9/2024 6/9/2024 Page 36 of 38 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 1/2024 Page |15 15 EXHIBIT B [Additional Terms] Purchase is subject to execution of Letter of Understanding (LOU) dated May 15, 2024 between City of Pasco, Pasco Public Facilities District and Broadmoor Properties LLC. Purchase is subject to execution of Agreement on Funding and Construction Of Broadmoor Increment Area Roadway Improvements dated June 8, 2024 between City of Pasco, Pasco Public Facilities District and Broadmoor Properties LLC. Terms and conditions of both the LOU and Agreement on Funding and Construction Of Broadmoor Increment Area Roadway Improvements shall survive closing of the property and be binding to all parties. Buyer will acquire the property subject to its pro-rata share of the Sewer LID costs and any late- comer fees the City of Pasco might impose on the project. Buyer Date Buyer Date Seller Date Seller Date DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F 6/9/2024 6/9/2024 Page 37 of 38 Resolution – 2024-05 – Travel Policy - 1 RESOLUTION NO. 2024-05 A RESOLUTION OF THE PASCO PUBLIC FACILITIES DISTRICT BOARD TO ADOPT A TRAVEL POLICY WHEREAS, the Pasco Public Facilities District (PPFD) was duly formed pursuant to Chapter 35.57 of the Revised Code of Washington on July 15, 2002, by the adoption of City of Pasco Ordinance No. 3558, and granted all powers provided by law pursuant to RCW 35.57.010; and WHEREAS, the Pasco Public Facilities Board members, employees, volunteers, or consultants may periodically need to travel from Pasco to attend meetings, conferences, or events on behalf of the PPFD in the public interest and for public purposes. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE PASCO PUBLIC FACILITIES DISTRICT AS FOLLOWS: Section 1. The Pasco Public Facilities District (PPFD) adopts Attachment A – “Pasco Public Facilities District Travel Policy” as the policy for travel. Section 2. That if the document needs to be updated, the PPFD Board may adopt a newer revision by motion and majority vote. Section 3. That this Resolution shall take effect immediately. PASSED by the Pasco Public Facilities District Board of Directors, of Pasco, Washington, on this __ day of ____________, 2024. PASCO PUBLIC FACILITIES DISTRICT __________________________________ Mark Morrissette, Board President ATTEST: APPROVED AS TO FORM: _____________________________ ___________________________ Caroline Bowdish, Secretary/Treasurer Kerr Ferguson Law, PLLC Pasco Public Facilities District Attorney for PPFD Page 38 of 38