HomeMy WebLinkAboutResolution No. 2024-04 - Pasco PFD Property AcquisitionRESOLUTION 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:
Section 1. 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.
Section 2. 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.
Section 3. 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.
Section 4. 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.
Section 5. 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, ten acres of real property located within
the Increment Area. PPFD and BP may amend the Purchase and Sale Agreement to include up to
three additional acres of real property located within the Increment Area at the same price per acre.
The real property to be acquired by PPFD pursuant to the Purchase and Sale Agreement (as so
amended, if applicable) is referred to as the "Property." The majority of the Property 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.
FG: 102741816.1
Section 6. It is in the best interests of PPFD and its taxpayers to acquire the Property.
Section 7. 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 to execute and deliver an amendment to the Purchase and Sale Agreement to provide
for the acquisition of up to three additional acres of real property within the Increment Area at the
same price per acre. 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.
Section 8. The Executive Director is further authorized and directed to execute and
deliver or cause the execution and delivery of such other 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 intent
and provisions of this resolution.
Section 9. 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 18t' day of June, 2024.
PASCO PUBLIC FACILITIES DISTRICT
Mark Morrissette, Board President
ATTEST:
Caroline Bowdis , Secretary/Treasurer
Pasco Public Facilities District
APPROVED AS TO FORM:
DocuSigned by:
rG� P. C
Fo F&W(Sf4'C
Bond Counsel for PPFD
FG: 102741816.1
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 3 5.5 7 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
1
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.
2
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.
3
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
4
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 31 st, 2049; or (b) on the date 30 days following the date of the City's
5
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
�DoeuSigned by:�a By l af. �tInLD�y� 62FF192CW'N4anager
Date: 6/8/2024
PASCO PUBLIC FACILITIES
DISTRICT
DocuSigned by:
By Ahoff (PAIV S
os""MUffitive Director
Date: 6/8/2024
6
FG: 102705068.5
BROADMOOR PROPERTIES, LLC
By �:DocuSigned by:
ata� Q�a s
1..... jC5 difting Member
Date.. 6/8/2024
EXHIBIT A
RESPONSIBILITY
ANNUAL DEBT SERVICE
SCOPE
PROJECT
ESTIMATE
Ci
BP
PFD
City
BP
PFD
Eastbound ramp and roundabout - Full
buildout (see plan sheet)
$11,500,000
100'/°
0
*,QiF l09
$0
Signalized intersection - full buildout (see plan
$3,500,000
0
z��i,ti77
$0
sheet)
Signalized intersection - full buildout (see plan
sheet) " involves ROW acquisition from third
$4,800,000
'382 459
$0
$0
pa rty"
Roadway improvements full buildout: sidewalk
$3,200,00(,
b254,973
$u
$0
(north) pathway (south). Estimate includes
signal at Rd 103. Utilities are existing
Roadway improvements core road (curb &
$2 700,000
30%
$0
$150,593
$64,540
drainage): Utilities are existing except catch
basins.
Roadway improvements core road (curb &
drainage): Estimate includes roundabout at
$4,500,000
0%
70%
$0
$250,989
�107,56%
sandifur and Rd 108. Utilities are existing
except catch basins.
2 lanes of traffic and median. Curbs,
drainage, partial sidewalk (PFD Facility), no
$3,300,000
$0
$184,059
signals or other intersection treatments.
Utilities are existing
$33,500,000
$1,832,617
$585,641 1
$250,989
EXHIBIT B
POW S,
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sit
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23 24 25
33
17
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21
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DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F
1� N Commercial & Investment Real Estate
S�I`I Purchase & Sale Agreement
SPECIFIC TERMS
Reference Date: lune 8. 2024
Offer Expiration Date: June 10, 2024 5:00pm
Commercial Brokers Association
ALL RIGHTS RESERVED
CBA Form PS -IA I Purchase & Sale Agreement
Rev. 112024
Page 1115
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
S. 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
S. CLOSING AGENT: Ticor Title I 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
nth 6/9/2024
Buyer_ _ _ Date Buyer. Date �,�/
Seller Ted DV9/2024 Seller _ Date _ Qw
DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F
,', `c��r Commercial &Investment Real Estate Commercial Brokers Association
CIJ i`I ALL RIGHTS RESERVED
Purchase Agreement CBAFormPS-1AIPurchase&Sale Agreement
RcnER & COMPANY Rev. 112024
Page 2115
18.EXHIBITS AND ADDENDA. The following Exhibits and Addenda are made a part of this
Agreement:
Earnest Money Promissory Note
Blank Promissory Note
Blank Short Form Deed of Trust
Blank Deed of Trust Rider
Utility Charges Addendum
FIRPTA Certification
Assignment and Assumption
Addendum/Amendment
Back -Up Addendum
Vacant Land Addendum
Financing Addendum
Tenant Estoppel Certificate(s)
Defeasance Addendum
Lead -Based Paint Disclosure
X Exhibit A: Legal Description
X Exhibit B: Additional Terms
19. IDENTIFICATION OF THE PARTIES. The following is the contact information for the parties
involved in this Agreement:
Buyer
Contact: Matt Watkins
Address: 523 N. 3rd Ave.
Pasco, WA 99301
Phone: 509.521.6960/544.3060
Email: Pfd-watkinsCa Pasco-wa.gov
sigdelr(a pasco-wa.clov
Selling Firm
Name: SVN I Retter & Company
Listing Broker: Rob Ellsworth
Address: 329 N. Kellogg St
Kennewick, WA 99336
Phone: 509.430.2378
Email: RobCa RobEllsworth.com
Firm Lic. #: 20279
Broker Lic. #: 17790
Coav of Notices to Buver to:
Name:
Company -
Address:
Phone:
Email:
Seller
Contact: Dale Adams
Address: 6070 Lake Geneva Dr.
Reno, NV 89511
Phone: 925.323.4403
Email: dadams907(a)aol.com
Listing Firm
Name: Marcus & Milllichap
Selling Broker: Tim Ufkes
Address:
Phone: 12061 399-9337
Email: Timothy.Ufkes marcusmillichap.com
Firm Lic. #:
Broker Lic. #:
Copy of Notices to Seller to:
Name:
Company:
Address:
Phone:
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
6/9/2024
Buyer Date Buyer_ Date
Seller f n 4V9/2024 Seiler Date
DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F
Commercial & Investment Real Estate Commercial Brokers Association
' ALL RIGHTS RESERVED
Purchase & Sale Agreement CBA Form PS-IAI Purchase & Sale Agreement
ac R&co� Rev. 112024
Page 3115
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 FiFm shall deposit any checkto be held by Selling Form
within 3 days afteF Feceipt or Mutual Acceptance, whiehevell: eeelblFS later. if the Eaffiest Money
0 s to be he'd by Selling Firm and is ever $10,000, it shall be deposited te! — the Selling Form's
pooled trust account (with inteFest paid to the State TFeasureF),! eF — a separate interes
bearing truist account On Selling Firm's nange, PF6vided that Buyell: eempletes an IRS Form W-9
(if not completed, rate interest h aF .r����).. 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.
�tA 6/9/2024
Buyer Date Buyer- Date awl/Seller D6d9/2024 seller Date l.,,,�,.�f
DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F
Commercial & Investment Real Estate Commercial Brokers Association
/// .el 116. t ALL RIGHTS RESERVED
�Jr1p-4 Purchase&Sale Agreement CBA Form PS-1A I Purchase & Sale Agreement
ne acoANY Rev. 112024
Page 4115
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
6/9%2024
Buyer Date Buyer Date �/
Seller DU9/2024 Seller Date l��
DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F
Commercial & Investment Real Estate Commercial Brokers Association
�I]� SVN ALL RIGHTS RESERVED
t�—s's�'�'/J Purchase &Sale Agreement CBA Form PS-1A I Purchase &Sale Agreement
_rrq e:oMrn�:v Rev. 1/2024
Page 5115
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
6/9/2024
Buyer Date Buyer _ Date
Seller D69/2024 seller Date _
DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F
,�, c"�r Commercial & Investment Real Estate `°mme"'LLRIGOHS RESERVED
�J V !`I ALL RIGHTS RESERVED
Purchase &Sale Agreement CBA Form PS-1AI Purchase Agreement
R—EN a COMPANY Rev. 112024
Page 6115
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,
6/9/2024
Buyer Date Buyer _ _ Date
Seller__- D69/2024 Seller Date (�
DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F
SVI� Commercial & Investment Real Estate Commercial Brokers Association
J 1 �I ALL RIGHTS RESERVED
Purchase &Sale Agreement CBA Form PS -IA Purchase Agreement
a�rrcn & co�r=nNv Rev. 112024
Page 7115
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
6/9/2024
Buyer Date Buyer_ Date
Seller DV9/2024 _ __ Seller Date _
DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F
cvwr Commercial &Investment Real Estate Commercial Brokers Association
ALL RIGHTS RESERVED
fJ 1�1
Purchase & Sale Agreement CBA Form PS-1AI Purchase&Sale Agreement
uFn Ev. a co��a,H� Rev. 1/2024
Page 8115
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 (1) 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
6/9/2D24
Buyer Date Buyer _ Date ,.,/
Seller �%Q DV9/2024 Seller Date l+u
DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F
Commercial & Investment Real Estate Commercial RoIGHTkerRESERVED
APSW Purchase & Sale Agreement Purchase
aleAgr Agreement
CBA Form PS-1A I Purchase &Sale Agreement
9 Rev. 1/2024
Page 9115
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
6/9/2024
Buyer Date Buyer Date _
seller D69/2024 Seller Date
DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F
■■■■ Commercial & Investment Real Estate Commercial Brokers Association
(' SVN ALL RIGHTS RESERVED
Purchase &Sale Agreement CBA Form PS-1A Purchase &Sale Agreement
er rEu s co-1 Rev. 1/2024
Page 10115
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
6/9/2024
Buyer Date Buyer _ Date _
Seller_ Ad9/2024 Seller Date IISaI
DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F
Commercial & Investment Real Estate Commercial Brokers Association
UC ALL RIGHTS RESERVED
VV Purchase &Sale Agreement CBA Form PS-IAI Purchase&Sale Agreement
E..ER a _01PARv Rev. 112024
Page 11115
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,
' 6/9/20 4
Buyer Date Buyer Date _
Seller_ DaV9/2024 Seller Date
DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F
,�, c�wr tion
Commercial & Investment Real Estate `°mme"`LLRIGHTSRESEkers RVED
�' J 1 �I ALL RIGHTS RESERVED
Purchase &Sale Agreement CBA Form PS-IAI Purchase Agreement
Rc-rcaa OMPARv Rev. 112024
Page 12115
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 OFTHE PROPERTY OR ITS IMPROVEMENTS; THE FITNESS OFTHE 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.
6/9/2024
Buyer Date Buyer_ _ Date.. �/
Seller _. 1y DU9/2024 seller Date l�'L
DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F
Commercial & Investment Real Estate Commercial Brokers Association
�I�,c�iw r ALL RIGHTS RESERVED
wv%p V 1'4 Purchase & Sale Agreement CBA Form PS-1A I Purchase & Sale Agreement
RMER&COMI—Y Rev. 112024
Page 13115
IN WITNESS WHEREOF, the parties have signed this Agreement intending to be bound
Buyer Pasco Public Facilities District
Primed Name aid Type or Enury
DocuSigned by:
Buyer F (U'& s
035�4"�19��1�2487...
6/9/2024
Date
Buyer
Printed Name and Type or Enury
Buyer,
Signature and Tltle
C
Seller Broadmoor Pror)erties LLC
Printed Name end Type of Entity
DocuSigned by:
rVab- gj'w
Seller
i o 7 7 4F@q-,M3s241eMII?.
6/9/2024
Date
Seller
RNnted Name and Typo 01 Entity
Seller
Signature and TRIe
6/9/2024
BuyerDate/ Buyer Date
Sellers jd9/2024 seller Date
M 1 Ar
DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F
c"wr Commercial & Investment Real Estate commercial RIGHIr TS
J1► t`I ALL RIGHTS RESERVED
Purchase Agreement CEIAFormPS-1AIPurchase&Sale Agreement
RETTiR 6 COMPANY Rev. 1/2024
Page 14115
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.
6/9/2024
Buyer Date Buyer _ Date
Seller D6�9/2024 Seller_ Date_ �7s
DocuSign Envelope ID: AB437E4F-93E3-4F40-903F-3C2AEA13CC3F
Commercial & Investment Real Estate Commercial Brokers Association
ALL RIGHTS RESERVED
*S •V• `
,`Vr Purchase & Sale Agreement CBA Form PS-1A I Purchase & Sale Agreement
srrea a C-PAmv Rev. 112024
Page 15115
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.
6/9/2024
�Ltu
Buyer. — Date Buyer Date
Seller �d DV9/2024 Seller Date