HomeMy WebLinkAbout4714 Resolution - PSA Parcel 124710063
Resolution - PWRF Land Purchase Agreement - 1
SCRIVENER’S ERROR
Resolution Number was corrected from
3714 to 4714 - See correction highlighted in yellow
RESOLUTION NO. 4714
A RESOLUTION OF THE CITY OF PASCO, WASHINGTON,
AUTHORIZING THE CITY MANAGER TO EXECUTE PURCHASE OF
FRANKLIN COUNTY PARCEL NO. 124710063 WITH VOSS FARMS
LIMITED PARTNERSHIP AND DS RANCH HOLDINGS, LLC.
WHEREAS, on October of 2025, the City of Pasco was made aware that the Franklin
County Parcel No, 124710063 was available for purchase; and
WHEREAS, the City Council has determined that the purchase of the property is
satisfactory to the goals of its Process Water Reuse Facility Utility; and
WHEREAS, Voss Farms Limited Partnership and DS Ranch Holdings, LLC have agreed
to the sale of the property for the amount of Two Million Two Hundred Fifty Thousand and 00/100
($2,250,000.00) Dollars; and
WHEREAS, the City has adequate funds that were authorized during the Mid‑Biennium
Budget adjustment approved on December 1, 2025;
WHEREAS, the City Council of the City of Pasco, Washington, has after due
consideration, determined that it is in the best interest of the City of Pasco to enter into purchase
and sale agreement with Voss Farms Limited Partnership and DS Ranch Holdings, LLC.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF PASCO, WASHINGTON:
That the City Council of the City of Pasco approves the terms and conditions of the
Purchase and Sale Agreement between the City of Pasco and Voss Farms Limited Partnership and
DS Ranch Holdings, LLC as attached hereto and incorporated herein as Exhibit A.
Be It Further Resolved, that the City Manager of the City of Pasco, Washington, is hereby
authorized, empowered, and directed to execute said Purchase and Sale Agreement on behalf of
the City of Pasco.
Be It Further Resolved, that this Resolution shall take effect immediately.
PASSED by the City Council of the City of Pasco, Washington, on this 16th day of March,
2026.
Charles Grimm
Mayor
ATTEST: APPROVED AS TO FORM:
_____________________________ ___________________________
Krystle Shanks Ogden Murphy Wallace, PLLC
Deputy City Clerk City Attorney
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REAL ESTATE
PURCHASE AND SALE AGREEMENT
(Franklin County APN 124710063)
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is
made and entered as of the later of the Parties’ signatures below (the “Effective Date”), by and
between VOSS FARMS LIMITED PARTNERSHIP, a Washington general partnership and DS
RANCH HOLDINGS, LLC, a Washington limited liability company (Voss Farms Limited
Partnership and DS Ranch Holdings, LLC are each a “Seller Entity” and collectively referred to
as “Seller”) and CITY OF PASCO, a Washington municipal corporation (“Buyer”) (Buyer and
each Seller Entity are each individually a “Party” and collectively the “Parties”).
R E C I T A L S:
A. Voss Farms Limited Partnership is the owner of that certain commonly known as
Franklin County parcel number 124710063, consisting of approximately eighty (80) acres and
legally described on Exhibit A attached hereto and incorporated herein by this reference (the
“Property”).
B. Voss Farms Limited Partnership, as vendor, and DS Ranch Holdings, LLC, as
vendee, are parties to that certain Real Estate Contract dated November 1, 2024 (the “Land Sale
Contract”) whereby DS Ranch Holdings, LLC has acquired the right to obtain legal title thereto
upon satisfaction of certain financial obligations to Voss Farms Limited Partnership and take
possession of the Property.
C. The Property being transferred includes the real property, any improvements and
fixtures located on the real property, any rights, privileges, and easements, including but not
limited to water rights, appurtenant to the Property, Seller’s rights (if any) in all intangible property
related to the Property (including names and permits) and, at Buyer’s option, certain contracts in
connection with the ownership and maintenance of the Property, which shall be transferred,
conveyed, and assigned by an Bill of Sale and Assignment of Contracts substantially in the form
attached hereto as Exhibit E, the original of which Seller agrees to execute at Closing. Seller will
retain ownership of the Timothy hay crop which is currently planted on the Property, and which
will be harvested subject to the Lease that Seller and Buyer will enter at Closing.
D. Seller is willing to sell the Property and Buyer desires to purchase the Property on
the terms and conditions set forth in this Agreement.
E. Contemporaneously with the execution of this Agreement, Seller and Buyer are
entering into that certain Temporary Right of Entry and Construction Agreement (the "Right of
Entry"). The parties acknowledge that the Right of Entry grants Buyer the limited right to enter
the Property prior to Closing for the specific purpose of installing a pipeline and related
infrastructure.
F. Buyer and DS Ranch Holdings, LLC have agreed that, upon Closing, Buyer shall
lease the Property back to DS Ranch Holdings, LLC pursuant to the terms of a lease agreement in
the form attached hereto as Exhibit I (the “Lease”).
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NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the
Parties agree as follows:
ARTICLE I.
AGREEMENT TO SELL AND PURCHASE
Seller agrees to sell and convey the Property to Buyer, and Buyer agrees to purchase and
accept the Property from Seller on the terms and conditions expressly set forth in this Agreement.
ARTICLE II.
PURCHASE PRICE
2.1 Purchase Price. The purchase price of the Property is Two Million Two Hundred
Fifty Thousand and 00/100 ($2,250,000.00) Dollars subject to reduction provided by the Holdback
Agreement and any credits due to Buyer hereunder and increased by any credits due to Seller
hereunder (the “Purchase Price”).
2.2 Manner of Payment. The Purchase Price shall be paid in cash or immediately
available funds at Closing.
ARTICLE III.
DESIGNATION OF ESCROW AGENT
Upon execution of this Agreement, Buyer will open an escrow with Ticor Title Company,
2713 N. 20th Avenue, Suite 120, Pasco, Washington 99302 (“Title Company”) Attn: Jennifer
Lopez (the “Escrow Agent”) email: Jennifer.lopez@ticortitle.com
ARTICLE IV.
TITLE TO PROPERTY
4.1 Title Review; Survey Review; “Permitted Exceptions”. Buyer has obtained a title
commitment for an owner’s standard coverage policy of title insurance from the Title Company
naming Buyer as the insured in the amount of the Purchase Price (Commitment Number
472533589) (the “Title Commitment”). Seller shall provide a copy of any survey in its possession
of the Property to the Title Company and to Buyer and Buyer’s counsel within three (3) days of
the Effective Date. Buyer may review the Title Commitment and such other matters of title as
Buyer may elect to examine, and Buyer shall notify Seller of any objections Buyer may have to
the title, in accordance with the procedure outlined below:
4.1.1 Buyer’s Notification. Not later than ten (10) days after the Effective Date
or receipt of the Title Commitment, Buyer shall deliver written notification to Seller of Buyer’s
approval or disapproval of the Title Commitment, which notification shall list each exception in
Schedule B thereof to which Buyer objects (“Buyer’s Notification”); provided, however, that
regardless of whether Buyer delivers Buyer’s Notification, Seller agrees that all monetary
encumbrances or liens recorded against the Property (other than installments of local improvement
districts not yet due and payable, and taxes to be prorated as of Closing) shall be paid or discharged
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by Seller on or before Closing and the Land Sale Contract, and all leases between Voss Farms
Limited Partnership and Clayton Voss shall be terminated and removed from Title (collectively
the “Disapproved Exceptions”). Except for the Disapproved Exceptions, any exceptions not
objected to or disapproved by Buyer in writing shall be deemed Permitted Exceptions.
4.1.2 Seller’s Response. Seller shall have seven (7) days after receipt of Buyer’s
Notification to deliver written notice to Buyer (“Seller’s Response”) identifying those title
exceptions, if any, to which Buyer objected in Buyer’s Notification which Seller agrees, in addition
to monetary encumbrances or liens, to cause to be removed from the Title Policy (hereinafter
defined) on or before Closing. The absence of a Seller’s Response within the time herein provided
shall constitute Seller’s notice to Buyer of Seller’s election not to remove any such exceptions,
other than monetary encumbrances or liens. On or before the Closing Date, Seller shall remove
those title exceptions that Seller has stated in Seller’s Response it intends to remove and all
monetary encumbrances or liens.
4.1.3 Buyer’s Right to Terminate. If Seller does not notify Buyer in Seller’s
Response that Seller will remove all exceptions disapproved by Buyer, then Buyer shall have the
right to terminate this Agreement upon written notice given to Seller on or before the Closing Date.
If Buyer terminates this Agreement on such basis, the provisions of Section 3.3 shall apply. If
Buyer does not give written notice of termination within the time period provided in this
Subsection 4.1.3, then all title exceptions disclosed on the Title Commitment, other the
Disapproved Exceptions, shall be included as part of the Permitted Exceptions.
4.1.4 New Exceptions. The procedure for Buyer’s Notification and Seller’s
Response and Buyer’s Right to Terminate as provided in Subsections 4.1.1 and 4.1.2 above shall
apply to any title exceptions that first appear after Buyer’s receipt of the Title Commitment (each
a “New Exception”), except that if the time period for delivery of any notice extends beyond the
Closing Date, such period shall expire on the Closing Date; provided, however, that if a New
Exception first appears at any time within ten (10) days prior to the scheduled Closing Date, and
if Buyer objects thereto and Seller gives notice of its election to remove the same, then at Seller’s
option, if necessary, the Closing Date shall be extended for up to ten (10) additional business days
to permit Seller to take the actions necessary to cause the Title Company to deliver the Title Policy
at Closing without such New Exception. Title encumbrances or exceptions created by or resulting
from the act of Buyer shall not be considered New Exceptions.
4.1.5 Effect of Seller’s Failure to Cause Exceptions to be Removed. If Seller
shall fail to remove on or before Closing any Title Exception required to be removed hereunder,
then Buyer shall have the right either (a) to terminate this Agreement and receive reimbursement
of Buyer Expenses (defined below), or (b) to proceed to Closing and to accept title to the Property
subject to such title exceptions, in which case such additional exceptions shall be included among
the Permitted Exceptions.
4.2 Title Not Insurable. If title is not insurable at Closing subject only to the Permitted
Exceptions determined in accordance with this Agreement, Buyer may (a) elect to proceed to
Closing despite such non-insurability, thereby accepting any such matters as Permitted Exceptions,
or (b) terminate this Agreement and receive a reimbursement of Buyer’s Expenses from Seller.
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4.3 Deed. Title shall be conveyed at Closing by a Statutory Warranty Deed, subject
only to the Permitted Exceptions, in the form attached hereto as Exhibit B and incorporated herein
by this reference (the “Deed”).
ARTICLE V.
CONDITIONS
5.1 Due Diligence Condition. Buyer’s obligation to purchase the Property is contingent
upon Buyer’s determination, in its sole and absolute discretion, that it is satisfied with its
investigation of all aspects of the Property, including, but not limited to, value, condition,
marketability, title matters, environmental conditions, zoning, land use, and all other factors and
conditions which Buyer considers relevant to its contemplated use of the Property, and the
feasibility of its prospective purchase and ownership thereof and that it has received any necessary
approval from its Board of Commissioners (the “Due Diligence Condition”). Buyer shall provide
Seller with copies of all investigation reports.
5.2 Property Information; Disclosure Statement. Within five (5) days following the
Parties’ mutual execution of this Agreement, Seller agrees to deliver and/or make available to
Buyer the information set forth on Exhibit F (the “Property Information”). Buyer waives the
requirement that Seller deliver to Buyer a Real Property Disclosure Statement as required by
RCW 64.06.013 (the “Disclosure Statement”); provided, however, that if the answers to any of
the questions in the section entitled “Environmental” would be “yes,” Buyer does not waive receipt
of the “Environmental” section of the Disclosure Statement, and Seller shall deliver to Buyer the
“Environmental” section of the Disclosure Statement fully completed within five (5) business days
following the Parties’ mutual execution of this Agreement.
5.3 Contracts, Leases, and Personal Property. Within ten (10) days following the
Effective Date, Seller agrees to deliver and/or make available to Buyer all unrecorded contracts, if
any, relating to Seller’s ownership or operation of the Property in effect on the Effective Date that
may be assignable to Buyer at Closing, including but not limited to, those set forth on Exhibit G.
Prior to the expiration of the Due Diligence Period, Buyer shall notify Seller in writing of any
contracts that it wishes to assume (the “Assumed Contracts”) and Seller shall terminate all other
unrecorded contracts and all leases which pertain to Seller’s ownership or operation of the Property
at Closing at Seller’s cost. Seller shall remove all personal property from the Property prior to
Closing. Buyer’s failure to notify Seller in writing of any contracts that it wishes to assume shall
mean Buyer has elected to not to assume any Assumed Contracts. Buyer shall have no liability
for any loss or damage to any personal property left on the Property after Closing whatsoever,
Seller shall be responsible for the cost of removal and disposal of any personal property left on the
Property. Should Seller fail to remove any personal property at Closing, Buyer may remove or
dispose of the personal property at its discretion and Seller shall pay the cost of such removal
and/or disposal and any related damages within ten (10) days of Buyer’s demand. If Buyer elects
to assume any Assumed Contracts, Seller shall assign the Assumed Contracts to Buyer at Closing,
with Buyer responsible for the payment of any fee, use tax or charge imposed by any party to any
such Assumed Contract in connection with such transfer. The list of Assumed Contracts will be
attached to the Bill of Sale and Assignment of Contracts.
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5.4 Right of Access. Buyer and its officers, agents, employees, consultants, and
designees shall be afforded access and entry onto and into the Property from the Effective Date
through the Due Diligence Period for inspection and investigation, to perform appraisals and
surveys, and to conduct such additional studies, tests and inspections as Buyer may elect in order
to fully investigate the Property, including, but not limited to, Phase 1 environmental assessment
and a Phase II environmental assessment, if applicable. Buyer shall provide Seller at least 24 hours
advance notice, which may be by email, prior to performing any excavation, drilling, or other
invasive testing and shall provide an opportunity for Seller and Seller’s consultants to be present.
Any such approved work shall be conducted in accordance with applicable law by Buyer, its
consultants or contractors in accordance with accepted industry practices, and Buyer will cause
the Property to be promptly repaired and restored to a condition reasonably comparable to that
existing immediately preceding such action at Buyer’s expense. Seller covenants it will legally
secure access to any portion of the Property that is occupied by tenants for Buyer’s inspections as
provided herein. Seller shall take all necessary affirmative steps, including providing written notice
of entry to tenants or occupants immediately upon the Effective Date, to ensure access is granted.
This right of access is in addition to Buyer’s rights under the Right of Entry and parties agree that
Buyer’s entry upon the Property and commencement of such work pursuant to the Right of Entry
shall not constitute (i) Buyer's acceptance of the condition of the Property, (ii) a waiver of any
Buyer contingencies set forth in this Agreement, or (iii) "possession" of the Property for purposes
of transferring the risk of loss or triggering payment obligations under this Agreement.
5.5 Due Diligence Period. Buyer shall have until thirty (30) days from the Effective
Date (the “Due Diligence Period”) to determine Buyer’s satisfaction of the Due Diligence
Condition. This Agreement shall terminate, unless Buyer gives written notice to Seller on or
before the expiration of the Due Diligence Period (the “Due Diligence Waiver Notice”), as the
same may be extended, that the Due Diligence Condition has been satisfied. If such notice is
timely given, the Due Diligence Condition shall be deemed satisfied. Buyer shall have the right
to extend the Due Diligence Period twice for a period of thirty (30) days each by providing written
notice to Seller on or before the expiration of the Due Diligence Period.
ARTICLE VI.
CONDITIONS TO CLOSING
6.1 Buyer’s Conditions. In addition to any conditions provided in other provisions of
this Agreement, Buyer’s obligation to purchase the Property is subject to the fulfillment prior to
Closing of each of the following conditions:
6.1.1 Compliance by Seller. Seller shall have performed and complied with all
of the covenants, agreements, obligations and conditions required hereunder to be performed and
complied with by Seller on or before the Closing Date.
6.1.2 Correctness of Representations and Warranties. The representations and
warranties of Seller as expressly set forth in this Agreement shall be true and correct on and as of
the Closing Date with the same force and effect as if those expressly stated representations and
warranties had been made on and as of the Closing Date, unless Buyer shall have discovered
information prior to Closing which impacts those representations and warranties and so notifies
Seller in writing (in which event Seller shall be deemed to have modified such representations and
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FG: 104559484.5
disclosures) and shall have given Buyer the opportunity to terminate or withdraw from this
transaction at or prior to Closing with a full refund of its Deposit.
6.1.3 Title Policy. The Title Company shall be prepared to issue the Title Policy
subject only to the Permitted Exceptions or other exceptions created by or because of Buyer.
6.1.4 Satisfaction of Land Sale Contract. At or prior to Closing, Seller shall
ensure: (ii) Each Seller Entity shall pay all outstanding principal, interest, and fees due under the
Land Sale Contract for the Property; and (iii) Voss Farms Limited Partnership shall prepare a duly
executed and notarized fulfillment deed to DS Ranch Holdings, LLC, in recordable form,
conveying fee simple title of the Property from the Voss Farms Limited Partnership to DS Ranch
Holdings, LLC (the “Fulfillment Deed”) which shall be delivered to the Title Company and
expressly provide the deed is given in full fulfillment of the Land Sale Contract. It is a condition
precedent to Buyer’s obligation to close that the Title Company shall record the Fulfillment Deed
immediately prior to the recording of the Deed to Buyer, ensuring that Seller conveys good and
marketable fee simple title of the Property to Buyer free and clear of the Underlying Contract.
6.1.5 Holdback Agreement. Buyer, Seller and Escrow Agent shall have executed
the Holdback Agreement.
6.1.6 Seller’s Deliveries. Seller shall have delivered all of Seller’s Deliveries to
Escrow Agent on or before the Closing.
6.1.7 Termination of Contracts and Water Services Agreement. Seller shall have
terminated all contracts relating to the Property and paid all amounts owing on or before Closing.
Seller agrees to terminate the Water Services Agreement with South Columbia Basin Irrigation
District after the Timothy hay crop that is currently planted is harvested in approximately June
2026. Seller agrees to terminate the Water Services Agreement with South Columbia Basin
Irrigation District after the Timothy hay crop that is currently planted is harvested in approximately
June 2026, but in any event not later than November 30, 2026 and if such notice not given by
October 30, 2026, Seller delegates to the City the Seller’s right to terminate the Water Services
Agreement.
6.1.8
6.1.9 Leases and Personal Property. Seller shall have terminated all leases and
contracts (except those affirmatively assumed by Buyer), the Property is vacant and unoccupied,
and free of all personal property and debris from the Property.
6.1.10 Correctness of Representations and Warranties. The representations and
warranties of Seller stated in this Agreement shall be true and correct on and as of the Closing
Date with the same force and effect as if such representations and warranties had been made on
and as of the Closing Date.
6.2 Seller’s Conditions. In addition to any conditions provided in other provisions of
this Agreement, Seller’s obligation to sell the Property is subject to the fulfillment prior to Closing
of each of the following conditions:
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6.2.1 Compliance by Buyer. Buyer shall have performed and complied with all
of the covenants, agreements, obligations and conditions required hereunder to be performed and
complied with by Buyer on or before the Closing Date.
6.2.2 Correctness of Representations and Warranties. The representations and
warranties of Buyer stated in this Agreement shall be true and correct on and as of the Closing
Date with the same force and effect as if such representations and warranties had been made on
and as of the Closing Date.
6.2.3 Buyer’s Deliveries. Buyer shall have delivered all of Buyer’s Deliveries to
Escrow Agent on or before the Closing Date.
ARTICLE VII.
DAMAGE AND DESTRUCTION AND CONDEMNATION
7.1 Risk of Physical Loss. Risk of physical loss to the Property shall be borne by Seller
prior to the Closing Date and by Buyer thereafter. In the event that any material portion of the
Property shall be damaged by fire, flood, earthquake or other casualty and such damage is
inconsistent with Buyer’s intended use of the Property, Buyer may, at its option, elect not to
acquire the Property by giving written notice of its intent not to purchase within the earlier of the
Closing Date or the date that is thirty (30) days after notice has been given to Buyer of any such
event. If Buyer elects to terminate this transaction as a result of such damage, then this Agreement
shall be terminated. A “material portion” of the Property shall mean damage to a portion of the
Property such that the Property cannot be developed for Buyer’s intended use or can only be
developed for Buyer’s intended use at a significant additional cost or delay.
7.2 Condemnation. In the event that, prior to the Closing Date, any governmental entity
other than Buyer shall have commenced any actions of eminent domain or similar type proceedings
to take any portion of the Property, Buyer shall have the option, which shall be exercised by written
notice to Seller delivered within ten (10) days after Buyer receives notice of such action, either to
(i) elect not to acquire the Property or (ii) complete the acquisition of the Property according to
the terms set forth herein, in which event Buyer shall be entitled to all the proceeds of such taking.
ARTICLE VIII.
CLOSING
8.1 Closing Date. After Buyer provides the Due Diligence Period Waiver Notice,
Closing shall take place in the offices of Escrow Agent on the “Closing Date,” which shall be on
February 27, 2026 or as otherwise mutually agreed to by the Parties in writing; provided, however,
that if such day falls on a day when the County recording office is closed, the Closing Date shall
be the next following business day.
8.2 Deliveries to Escrow. The Parties shall deliver the following documents and funds
to the Escrow Agent not later than 12:00 p.m. PST, on the business day immediately preceding the
Closing Date:
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8.2.1 By Seller. Seller shall deliver the following original documents and
agreements, duly executed and acknowledged by Seller (“Seller’s Deliveries”):
(a) The Fulfillment Deed in recordable form conveying fee title from
Voss Farms Limited Partnership to DS Ranch Holdings LLC to be
recorded immediately before the Deed.
(b) the Deed in the form attached hereto as Exhibit B;
(c) a real estate excise tax affidavit executed by Seller in a form required
by law;
(d) FIRPTA Affidavit from each Seller Entity;
(e) the Bill of Sale and Assignment of Contracts in the form attached as
Exhibit E;
(f) Original copies of all the Assumed Contracts, if any, that are in
Seller’s possession or control;
(g) Seller’s Closing Certificate in the form attached hereto as Exhibit C,
completed and duly executed;
(h) an original of a duly executed Holdback Agreement in the form
attached as Exhibit H; and
(i) an original of the Lease, executed by DS Ranch Holdings, LLC in
the form attached as Exhibit I.
(j) any and all such other documents or agreements consistent with the
terms of this Agreement as may be required by Escrow Agent or the
Title Company to close this transaction.
8.2.2 By Buyer. Buyer shall deliver to Escrow Agent, for delivery to Seller and/or
recording the following funds and deliver or execute and acknowledge as required the following
documents (“Buyer’s Deliveries”):
(a) a real estate excise tax affidavit executed by Buyer in the form
required by law;
(b) cash or immediately available funds in the amount of the Purchase
Price plus Buyer’s Closing Costs, with credit for any other items of
credit agreed to by Seller or as provided in this Agreement
(“Buyer’s Funds”);
(c) (ii) an original of a duly executed Holdback Agreement in the
form attached as Exhibit H;
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(d) any and all other documents, funds and agreements consistent with
the terms of this Agreement as required by Escrow Agent or the Title
Company to close this transaction;
(e) Buyer’s Closing Certificate in the form attached hereto as Exhibit
D, completed and duly executed.
(f) an original of the Lease, executed by Buyer in the form attached as
Exhibit I.
8.3 Seller’s Closing Costs. In connection with and at the Closing, Seller shall pay the
cost of the base premium for the Title Policy, real estate excise tax, if any, property taxes including
sales tax thereon, if any, costs incurred to remove monetary liens, Seller’s brokage commissions
and Seller’s attorney’s fees, if any, and one-half Escrow Agent’s fees, including any additional
fees charged by Escrow Agent or Title Company regarding administration of the Holdback
Agreement. Outside of Escrow, Seller shall be responsible for the cost of providing the Property
Information (as defined herein in Section 5.2) to Buyer. Outside of Escrow, Seller shall be
responsible for the cost of providing the Property Information to Buyer.
8.4 Buyer’s Closing Costs. In connection with and at the Closing, Buyer shall pay for
any special endorsements requested by Buyer issued in connection with the Title Policy and the
incremental cost for extended coverage; the cost of any survey required for extended title coverage
(if not previously paid); the one-half Escrow Agent’s fees, the costs of recording the Deed and
related closing documents; and Buyer’s own attorneys’ and consultants’ fees.
8.5 Prorations. All prorations shall be made as of the Closing Date on the basis of the
actual days of the month in which the Closing Date occurs. Seller shall be responsible for all
expenses and income of the Property applicable to the period prior to the Closing Date and Buyer
shall be responsible for the expenses and income, if any, of the Property applicable to the period
from and after the Closing Date. If any expenses are not determinable on the Closing Date, at the
earliest possible opportunity following the Closing Date, Seller and Buyer shall make any final
adjustments, but in no event later than ninety (90) days after Closing. Notwithstanding anything
to the contrary herein, the following prorations shall apply:
8.5.1 Taxes.
(a) Seller shall pay in full any assessments against the Property at
Closing, including property taxes prorated through the date of
Closing. The parties acknowledge that Buyer is exempt from all
taxes and special assessments of its property (“Taxes”) pursuant to
RCW 84.36.010 therefore, Seller will pay all Taxes, in each case, in
connection with the Property and Seller may seek reimbursement
for any overpayment from the applicable taxing authority directly
pursuant to RCW 84.60.050 and Buyer shall not be obligated to pay
any amounts related to any Taxes at Closing.
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(b) Seller and Buyer acknowledge that the Property is currently
classified as "Open Space" or "Farm and Agricultural" land pursuant
to Chapter 84.34 RCW. At Closing, Buyer agrees to execute the
"Notice of Continuance" required by the County to maintain such
classification. Should the Property be removed from such
classification following Closing, Seller shall be solely responsible
for and shall pay all compensating taxes, additional taxes, interest,
and penalties (collectively, the "Recapture Tax") assessed by the
County Assessor resulting from such removal or the transfer of the
Property or upon a determination by the County that the Property
did not qualify for such qualification as of the Closing Date, upon
written demand from Buyer. Seller shall indemnify and hold Buyer
harmless from any liability for said Recapture Tax.
8.5.2 Utility Costs. Escrow Agent shall prorate all water, gas, sewer, electric and
other utilities serving the Property (collectively, “Utilities”) and amounts payable under any
service contracts, annual permits and/or inspection fees as of the Closing Date on the basis of the
actual days of the month in which the Closing Date occurs.
8.6 Closing. “Closing” shall be deemed to have occurred when the Deed has been
recorded, the Purchase Price (adjusted for credits and debits to Seller’s account made in accordance
with this Agreement and less the Holdback Amount which shall be retained by Escrow Agent
pursuant to the Holdback Agreement) has been delivered to Seller, and all actions have been
completed as necessary for the Title Company to deliver the Title Policy to the Buyer in the normal
course of the Title Company’s business.
8.7 Escrow Instructions. Each of the Parties may provide Escrow Agent with additional
closing instructions, provided that such instructions do not contradict the terms of this Agreement.
In absence of and/or in addition to any such instructions, the provisions of this Agreement are
intended by Seller and Buyer to constitute their joint closing instructions to Escrow Agent.
ARTICLE IX.
POSSESSION
Subject to the Lease, Buyer shall be entitled to, and Seller shall deliver, possession of the
Property upon Closing free and clear of all tenancies and occupants.
ARTICLE X.
REPRESENTATIONS AND WARRANTIES OF SELLER
10.1 Representations and Warranties of Seller. Seller hereby represents and warrants to
Buyer, as of the date hereof and as of the Closing Date, that:
10.1.1 Organization. Each entity comprising Seller is duly organized, validly
existing, and in good standing under the laws of its state of formation and is qualified to do business
in the State in which the Property is located.
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10.1.2 Authority. Seller has the full right, title, authority and capacity to execute
and perform this Agreement and to consummate the transactions contemplated herein.
10.1.3 Non-Foreign. Seller is not a foreign person, non-resident alien, foreign
corporation, foreign partnership, foreign trust, or foreign estate, as those terms are defined in the
Internal Revenue Code and the Income Tax Regulations promulgated thereunder. At Closing,
Seller shall deliver to Buyer a certificate of non-foreign status in form required by the Income Tax
Regulations and reasonably acceptable to Buyer.
10.1.4 Litigation. There is no litigation pending, or, to Seller’s knowledge,
threatened, against Seller before any court or administrative agency which relates to the Property
or which might result in Seller’s being unable to consummate this transaction, other than this
transaction.
10.1.5 No Conflict. Neither the execution of this Agreement nor the
consummation by Seller of the transactions contemplated hereby shall (i) conflict with or result in
a breach of the terms, conditions or provisions of or constitute a default, or result in a termination
of any agreement or instrument to which Seller is a party; (ii) violate any restriction to which Seller
is subject; or (iii) constitute a violation of any applicable law or legal requirement of which Seller
is aware.
10.1.6 Land Sale Contract/Leases. Each Seller entity has fulfilled its obligations
under the Land Sale Contract and there are no obligations or liabilities remaining. Seller has
terminated the following: Lease between Voss Limited Partnership and Clayton Voss regarding
tax parcel 124-710-063, Lease between Voss Limited Partnership and Clayton Voss regarding tax
parcel 124-710-013; Lease between Voss Limited Partnership and Clayton Voss regarding tax
parcel 124-710-018. All amounts owing under the foregoing contracts have been paid in full and
there is no further liability under such contracts.
10.1.7 Hazardous Substances. To the best of Seller’s knowledge, there are no
Hazardous Substances located on, in, under, or migrating to or from the Property. As used in this
Agreement, “Hazardous Substance” shall mean and include (i) all toxic substances, wastes or
materials, (ii) lead based paint, asbestos, petroleum and petroleum products, radioactive material,
radon or urea formaldehyde, and (iii) any other hazardous substances, or materials which are
included or regulated by any local, state, or Federal law, rule or regulation pertaining to
environmental regulation, contamination, clean up or disclosure, including, without limitation, the
Comprehensive Environmental Response Compensation and Liability Act of 1980, the Superfund
Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act, the
Toxic Substances Control Act, and the Federal Insecticide, Fungicide and Rodenticide Act, as
amended.
10.1.8 Crops. Seller shall have no right, title, or interest in the Crops, and expressly
waives any right to enter the Property post-Closing for the purpose of cultivating, harvesting, or
removing any Crops. Seller represents and warrants that any lease, license, or agreement granting
a third-party rights to cultivate or harvest Crops on the Property has been validly terminated
effective prior to Closing. Seller shall deliver to Buyer at Closing a written acknowledgment signed
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FG: 104559484.5
by all tenants confirming that tenants has no further right, title, or interest in the Crops or the
Property.
10.1.9 Agricultural Liens. All debts secured by agricultural liens on the Property
have been satisfied in full or will be satisfied out of the Closing proceeds. Seller shall deliver to
Title Company at Closing any UCC-3 termination statements or other lien releases sufficient to
release all agricultural liens of record against the Crops.
10.1.10 Tenants.
(a) Seller has delivered to Buyer true, correct, and complete copies of
all Leases, including all amendments, guaranties, and addenda
thereto. There are no other agreements, written or oral, between
Seller and any tenant regarding the Property.
(b) No tenant is entitled to any rent concessions, free rent, abatement,
or set-off rights that are not explicitly set forth in the Leases
provided to Buyer.
(c) To Seller’s knowledge, (i) no tenant is in default under any Lease,
(ii) Seller is not in default under any Lease, and (iii) no event has
occurred which, with the giving of notice or passage of time, would
constitute a default by either party.
(d) No tenant has any option to purchase the Property, right of first
refusal, or right of first offer with respect to the Property.
(e) No tenant has prepaid rent for more than one (1) month in advance.
No tenant is currently more than thirty (30) days in arrears in the
payment of rent or other charges.
10.1.11 Assessments. Seller has no knowledge of any pending special
assessments, improvement districts or condemnation actions except as may be shown on the
Preliminary Commitment.
10.2 Survival. All of the representations and warranties of Seller contained herein shall
survive the Closing Date.
ARTICLE XI.
REPRESENTATIONS AND WARRANTIES OF BUYER
11.1 Representations and Warranties of Buyer. Buyer and the person executing this
Agreement on behalf of Buyer hereby represent and warrant, as of the Effective Date and as of the
Closing Date, that:
11.1.1 Organization. Buyer is a Washington municipal corporation duly organized
and validly existing under Title 35A RCW.
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FG: 104559484.5
11.1.2 Authority. Buyer has full right, title, authority and capacity to execute this
Agreement and perform this Agreement subject to approval from its Board of Commissioners and
to consummate all of the transactions contemplated herein, and the individual(s) who on Buyer’s
behalf execute and deliver the Agreement and all documents to be delivered to Seller hereunder
are and shall be duly authorized to do so and have the full authority to bind Buyer to this
Agreement.
11.1.3 No Conflict. Neither the execution of this Agreement nor the
consummation by Buyer of the transactions contemplated hereby shall (i) conflict with or result in
a breach of the terms, conditions or provisions of or constitute a default, or result in a termination
of any agreement or instrument to which Buyer is a party; (ii) violate any restriction to which
Buyer is subject; or (iii) constitute a violation of any applicable law or legal requirement of which
Buyer is aware.
11.2 Survival. All of the representations and warranties of Buyer contained herein shall
survive the Closing Date.
ARTICLE XII.
ESCROW HOLDBACK
12.1 Post-Closing Completion Work. The parties acknowledge and agree that certain
additional work remains to be completed post-closing by Seller at the Property (such work, the
“Completion Work”):
Seller shall remove the existing pivot from the Property (the “Pivot”), at Seller’s sole cost
and expense, which Pivot shall include the center pivot structures, all spans, towers,
overhangs, tires, gearboxes, drive units, and electrical panels associated with the pivot.
Upon removal, Seller shall fill in all wheel ruts, holes, and excavations resulting from the
removal of the Pivot or its existing operation. Seller shall repair any damage caused by the
Completion Work and shall cap the main water line connection in accordance with
applicable local codes and grade the soil at the pivot center point and wheel tracks to a
substantially level condition consistent with the surrounding grade. In performing the
Completion Work (including the removal of the pivot), Seller covenants that it shall not
release any Hazardous Substances, including hydraulic fluids, oils, or lubricants, onto the
Property. Seller shall immediately remediate any such release to the satisfaction of the
Buyer and in accordance with environmental laws as part of the Completion Work.
12.2 Standards and Timing. Seller shall cause the Completion Work to be performed,
at its sole cost and expense, in a first-class, workmanlike manner, with all necessary permits and
approvals, and in compliance with all applicable law. Seller shall diligently pursue the Completion
Work to ensure final completion is achieved on or before June 30, 2026 (the "Outside Completion
Date").
12.3 Holdback Amount. Buyer and Seller acknowledge and agree that an amount equal
to Fifteen Thousand Dollars ($15,000) (the “Holdback Amount”), shall be held and retained by
the Title Company following Closing to account for the costs of the Completion Work pursuant to
the terms of an “Holdback Agreement” in the form attached hereto as Exhibit H, which shall be
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FG: 104559484.5
executed and delivered by Buyer, Seller, and Title Company at the time of Closing. As detailed
in the Holdback Agreement, the Holdback Amount is intended to compensate Buyer if Seller fails
to complete the Completion Work by the Outside Completion Date. Any portion of the Holdback
Amount not used by Buyer for such compensation shall be released to Seller upon completion of
the Completion Work.
12.4 Performance of Completion Work. Seller agrees to diligently and continuously
pursue completion of the Completion Work in a commercially reasonable manner as soon as
possible following Closing. To the extent that any Completion Work has not been completed in
accordance with this Agreement by the Outside Completion Date then Buyer may elect in its sole
discretion to complete the development and construction of the Completion Work pursuant to the
Holdback Agreement. Notwithstanding the Holdback Agreement, Seller shall be solely
responsible for the full cost to Buyer of the Completion Work, and in the event Buyer is not fully
compensated by the Holdback Amount pursuant to the Holdback Agreement, Seller shall
reimburse Buyer for any excess cost incurred to complete the Completion Work upon written
demand.
12.5 Indemnity. Each Seller Entity warrants and covenants to Buyer that DS Ranch
Holdings, LLC is the sole owner of the Pivot with the right to perform the Completion Work.
Upon removal of the Pivot (including related structures) from the Property, Voss Farms Limited
Partnership nor any other person or entity shall claim any right, title, or interest in the Pivot. Seller
shall indemnify, defend, and hold harmless the Buyer from any and all claims, demands, costs,
liabilities, and expenses (including reasonable attorneys' fees) arising from any assertion of title or
interest in the Pivot made by any person or entity.
ARTICLE XIII.
NOTICES
All notices, approvals, or other communications required or permitted hereunder to be
given shall be in writing, and shall be personally delivered, delivered by nationally recognized
overnight courier, mailed by first class mail, postage prepaid, or delivered or sent by fax or email
to the Parties as set forth below. Notices shall be deemed effective (i) if delivered by overnight
courier or by personal delivery, then on the date of delivery; (ii) if mailed, on the earlier of actual
delivery or on the third business day after posting in the United States mail, postage prepaid, or
(iii) if given by fax or email, when sent; provided, that if a notice sent via fax or email is sent on a
day other than a business day, the notice shall be deemed effective on the first business day after
being sent. At the request of either Party, or the Escrow Agent, the Parties will confirm facsimile
or email transmitted documents by signing an original document.
If to Seller:
VOSS FARMS LIMITED PARTNERSHIP
1280 Voss Road
Pasco, WA 99301
Attn:___________
Email:_________
15
FG: 104559484.5
And:
With a copy to:
DS RANCH HOLDINGS, LLC
2631 Falls Road
Pasco, WA 99301
Attn: Tyler Halliday
Email: tyler@desertsunproduce.com
Attorneys for DS Ranch Holdings, LLC:
MILLER, MERTENS & COMFORT, PLLC
1020 N. Center Pkwy, Suite B
Kennewick, WA 99336
Attn: Joel R. Comfort
Email: jcomfort@mmclegal.net
If to Buyer:
With a copy to:
City of Pasco
525 North Third Avenue
Pasco, WA 99301
Attn: Michael Henao
Email: henaom@pasco-wa.gov
Foster Garvey PC
1111 Third Avenue, Suite 3000
Seattle, WA 98101
Attn: Stephen DiJulio & Chelsea Glynn
Email: steve.dijulio@foster.com;
chelsea.glynn@foster.com
ARTICLE XIV.
BROKERAGE COMMISSIONS
Seller and Buyer each represent and warrant to the other that they have not dealt
with, negotiated with, or engaged any real estate broker, agent, finder, or similar intermediary in
connection with this transaction. In the event any claim for a commission, finder’s fee, or other
compensation is asserted against a party by any broker or finder claiming to have been engaged by
the other party, the party who allegedly engaged such broker or finder shall indemnify, defend,
and hold the other Party harmless from and against any and all liabilities, costs, damages, and
expenses (including reasonable attorneys’ fees) arising out of such claim. The obligations of the
Parties under this Section shall survive Closing.
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FG: 104559484.5
ARTICLE XIV.
DEFAULT AND REMEDIES
14.1 Buyer’s Remedies. In the event Seller fails to perform any act required to be
performed by Seller pursuant to this Agreement on or before the Closing, then Buyer shall execute
and deliver to Seller written notice of such breach, which notice shall set forth complete
information about the nature of the breach. Seller shall have a period of ten (10) days to cure such
breach and the Closing Date shall be extended accordingly to permit Seller to cure such breach, if
necessary. If such breach remains uncured beyond the ten (10) day period described above, then
Buyer’s sole and exclusive remedy shall be either: (i) to cancel this Agreement, in which event
Seller shall reimburse Buyer any fees and costs paid to third-party consultants, engineers,
architects, and surveyors for inspections, environmental assessments, and surveys and attorneys’
fees and costs incurred in the negotiation, preparation, and due diligence of this Agreement
(collectively “Buyer’s Expenses”) or (ii) to seek specific performance of this Agreement,
provided that the action for specific performance must be initiated in a court of competent
jurisdiction. The foregoing shall not limit any rights of Buyer to be indemnified by Seller, or to
receive attorneys’ fees and costs as provided in this Agreement with respect to the breach by Seller
of any express obligation to indemnify Buyer expressed in this Agreement, regardless of whether
occurring before or after Closing.
14.2 Waiver of Trial by Jury. Seller and Buyer each hereby expressly waive any right
to trial by jury of any claim, demand, action, cause of action, or proceeding arising under or with
respect to this Agreement, or in any way connected with or related to, or incidental to, the dealings
of the Parties hereto with respect to this Agreement or the transactions related hereto or thereto, in
each case whether now existing or hereafter arising, and irrespective of whether sounding in
contract, tort, or otherwise provided however that Seller does not waive its right to trial by jury in
the event of an eminent domain action by Buyer. Any Party hereto may file an original counterpart
or a copy of this Section with any court as written evidence of the consent of the other Party or
Parties hereto to waiver of its or their right to trial by jury. Buyer and Seller further acknowledge
and agree that this provision has been expressly negotiated and agreed upon between them and is
for their mutual benefit.
14.3 Buyer and Seller Indemnification. Each party hereby agrees to indemnify the other
party and defend and hold it harmless from and against any and all claims, including but not limited
to environmental claims, demands, liabilities, costs, expenses, penalties, damages and losses,
including, without limitation, attorneys’ fees, resulting from (i) any misrepresentation or breach of
warranty made by such party in this Agreement, as applicable, or in any document, certificate, or
Exhibit given or delivered to the other pursuant to or in connection with this Agreement, or (ii)
post-Closing or post-termination breach of a covenant which, by the terms hereof, survives the
Closing or earlier termination of this Agreement.
ARTICLE XV.
MISCELLANEOUS
15.1 Attorneys’ Fees. In the event of any litigation brought to enforce or interpret or
otherwise arising out of this Agreement, the substantially prevailing Party therein shall be entitled
17
FG: 104559484.5
to an award of its fees and costs, including attorneys’ fees, incurred therein, in the preparation
therefor, and on any appeal or rehearing thereof.
15.2 Counterparts. This Agreement and any amendments hereto may be executed in one
or more identical counterparts, and such counterparts, when taken together, shall constitute one
and the same instrument.
15.3 Time. Unless otherwise specified in this Agreement, any period of time measured
in days in this Agreement shall start on the day following the event commencing the period and
shall expire at 9:00 p.m. PST of the last calendar day of the specified time period. If the last day
is a Saturday, Sunday or legal holiday, as defined in RCW 1.16.050, 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. “Business day”
means any day that is not a Saturday, Sunday, or legal holiday. Time is of the essence of each
provision of this Agreement.
15.4 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Washington. Venue in any action to enforce this Agreement shall be
in the superior court of Franklin County, Washington.
15.5 Joint Obligations. "Seller" as used in this Agreement shall include the plural as well
as the singular. If more than one person or entity executes this Agreement as Seller, the obligations,
representations, warranties, and covenants of all such persons or entities under this Contract shall
be joint and several. Buyer shall be entitled to rely upon any representation, warranty, or disclosure
made by any individual comprising Seller as if such representation, warranty, or disclosure were
made by all Sellers collectively. Seller acknowledges and agrees that Buyer is not required to
independently verify representations with each individual Seller. Any notice, waiver, or consent
given by one Seller regarding this Agreement shall be binding upon all Sellers
15.6 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
each of the Parties hereto and each Party’s respective successors and assigns.
15.7 Survival of Provisions. The covenants, representations, agreements, terms and
provisions contained herein shall survive the Closing and shall not be deemed to have merged with
or into the Deed.
15.8 Exhibits. The Exhibits hereto are incorporated into and made an express part of
this Agreement.
15.9 Further Acts. The Parties shall execute and deliver such further instruments and
documents, and take such other further actions, as may be reasonably necessary to carry out the
intent and provisions of this Agreement.
15.10 Confidentiality. Subject to the provisions of the Open Public Records Act and
Open Public Meetings Act and as otherwise required by law or court order, Buyer and Seller
hereby agree not to voluntarily disclose the contents of any letter of intent, this Agreement, the
fact that negotiations have taken place between the Parties or the content or subject matter of such
negotiations, or the nature or content of any information received from the other party regarding
18
FG: 104559484.5
the Property to any unrelated third Parties (including but not limited to Phase I or Phase II
Assessment results) without first obtaining the prior consent of the other party, with the exception
of such party’s attorneys, accountants and consultants, and as applicable, members and their
spouses.
15.11 Assignment. Neither party may assign this Agreement without the prior written
consent of the other party.
15.12 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. The parties agree that this Agreement may be executed and delivered by
electronic signature (including by email transmission of a .pdf format data file or via an electronic
signature platform) and that such electronic signatures shall have the same legal effect and
enforceability as manual "wet ink" signatures.
15.13 Entire Agreement. This Agreement embodies and constitutes the entire
understanding between the Parties hereto with respect to the transactions contemplated herein, and
all prior or contemporaneous agreements, understandings, representations and statements, oral or
written, are merged into this Agreement.
[SIGNATURE PAGE TO FOLLOW]
19
FG: 104559484.5
EXECUTED by each Party as of the date next to that Party’s signature.
BUYER:
CITY OF PASCO,
a municipal corporation
By:
Name: ________________________
Title: ________________________
Date: ________________________
SELLER:
VOSS FARMS LIMITED
PARTNERSHIP,
a Washington general partnership
By:
Name: ________________________
Title: ________________________
Date: ________________________
DS RANCH HOLDINGS, LLC,
a Washington limited liability company
By:
Derek Ellingsen, Member
Date: ________________________
By:
Tyler Halliday, Member
Date: ________________________
By:
Cody Jensent, Trustee
FC Trust, of January 5, 2022, Member
Date: ________________________
20
FG: 104559484.5
EXHIBITS
Exhibit A Legal Description
Exhibit B Form of Deed
Exhibit C Seller’s Closing Certificate
Exhibit D Buyer’s Closing Certificate
Exhibit E Bill of Sale and Assignment of Contracts and Intangibles
Exhibit F Due Diligence Information
Exhibit G Contracts, Leases and Rent Roll
Exhibit H Holdback Agreement
Exhibit I Lease
21
FG: 104559484.5
EXHIBIT A
LEGAL DESCRIPTION
APN 124710063
East half of the Northwest quarter of Section 34, Township 10 North, Range 30 East, W.M.,
records Franklin County, Washington.
22
FG: 104559484.5
EXHIBIT B
FORM OF DEED
When Recorded Return to:
Foster Garvey PC
1111 Third Avenue, Suite 3000
Seattle, Washington 98101
Attention: Stephen DiJulio
STATUTORY WARRANTY DEED
Grantor: DS RANCH HOLDINGS, LLC, a Washington limited liability
company (“Seller”)
Grantee: CITY OF PASCO, a Washington municipal corporation
Legal Description: E 122.84 FT OF N 354.60 FT OF GL 5 IN NW 1/4
Complete legal description in Exhibit A
APN: 124710063
DS RANCH HOLDINGS, LLC, a Washington limited liability company (“Grantor”), for
and in consideration of Ten Dollars ($10.00) in hand and other valuable consideration, hereby
conveys and warrants to the CITY OF PASCO, a Washington municipal corporation, the following
described real estate situated in Franklin County, Washington legally described in Exhibit A
attached hereto and incorporated herein by this reference.
SUBJECT TO: The Permitted Exceptions set forth in Exhibit B attached hereto and
incorporated herein by this reference.
[Signatures on next page]
23
FG: 104559484.5
DATED: _____ ___, 2026.
GRANTOR:
DS RANCH HOLDINGS, LLC,
a Washington limited liability company
By:
Derek Ellingsen, Member
Date: ________________________
By:
Tyler Halliday, Member
Date: ________________________
By:
Cody Jensent, Trustee
FC Trust, of January 5, 2022, Member
Date: ________________________
STATE OF WASHINGTON )
) ss.
COUNTY OF FRANKLIN )
I certify that I know or have satisfactory evidence that __________________ is the
person who appeared before me, and said person acknowledged that he signed this instrument,
on oath stated that he was authorized to execute the instrument and acknowledged it as the
authorized signatory of DS RANCH HOLDINGS, LLC, a Washington limited liability company,
to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year
first above written.
(Signature of Notary)
24
FG: 104559484.5
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at .
My Appointment Expires: .
STATE OF WASHINGTON )
) ss.
COUNTY OF FRANKLIN )
I certify that I know or have satisfactory evidence that __________________ is the
person who appeared before me, and said person acknowledged that he signed this instrument,
on oath stated that he was authorized to execute the instrument and acknowledged it as the
authorized signatory of DS RANCH HOLDINGS, LLC, a Washington limited liability company,
to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year
first above written.
(Signature of Notary)
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at .
My Appointment Expires: .
STATE OF WASHINGTON )
) ss.
COUNTY OF FRANKLIN )
I certify that I know or have satisfactory evidence that __________________ is the
person who appeared before me, and said person acknowledged that he signed this instrument,
on oath stated that he was authorized to execute the instrument and acknowledged it as the
authorized signatory of DS RANCH HOLDINGS, LLC, a Washington limited liability company,
to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
25
FG: 104559484.5
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year
first above written.
(Signature of Notary)
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at .
My Appointment Expires: .
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FG: 104559484.5
Exhibit A
Property Legal Description
[To be confirmed by Title Company]
2
FG: 104559484.5
Exhibit B
Permitted Title Exceptions
3
FG: 104559484.5
EXHIBIT C
SELLER’S CLOSING CERTIFICATE
THIS SELLER’S CLOSING CERTIFICATE (this “Certificate”) is made and given as
of ___________ ___, 2026, by VOSS FARMS LIMITED PARTNERSHIP, a Washington general
partnership and DS RANCH HOLDINGS, LLC, a Washington limited liability company (Voss
Farms Limited Partnership and DS Ranch Holdings, LLC are each a “Seller Entity” and
collectively referred to as “Seller”) to and for the benefit of CITY OF PASCO, a Washington
municipal corporation (“Buyer”), as follows:
RECITALS
A. Pursuant to the terms of that certain Real Estate Purchase and Sale Agreement dated
as of , 2026 (the “Agreement”) Seller agreed to sell to Buyer and Buyer
agreed to buy the Property described in the Agreement.
B. Initially capitalized terms not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Agreement; and
C. The Agreement requires, inter alia, as a condition to Buyer’s obligations under the
Agreement, Seller shall each execute and deliver this Certificate to Buyer at Closing.
CERTIFICATE
NOW, THEREFORE, in consideration of the foregoing recitals, the purchase and sale of
the Property and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller hereby certifies and agrees as follows:
1. The foregoing recitals are true and incorporated into this Certificate the same as
though re-stated herein full.
2. Seller hereby re-states, acknowledges and confirms the continuing validity as of the
date hereof and the enforceability and reasonableness of and right of Buyer to rely upon each and
all of Seller’s Representations and Warranties as contained in Section 10.1 of the Agreement, none
of which has been modified, amended, qualified, limited, restricted, withdrawn, revoked, canceled,
or in any other way made ineffective or inapplicable by Seller.
[Signature page follows]
4
FG: 104559484.5
EXECUTED AND DELIVERED as of the date first stated above.
SELLER:
VOSS FARMS LIMITED
PARTNERSHIP,
a Washington general partnership
By:
Name: ________________________
Title: ________________________
DS RANCH HOLDINGS, LLC,
a Washington limited liability company
By:
Derek Ellingsen, Member
Date: ________________________
By:
Tyler Halliday, Member
Date: ________________________
By:
Cody Jensent, Trustee
FC Trust, of January 5, 2022, Member
Date: ________________________
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FG: 104559484.5
EXHIBIT D
BUYER’S CLOSING CERTIFICATE
THIS BUYER’S CLOSING CERTIFICATE (this “Certificate”) is made and given as
of , 2026, by CITY OF PASCO, a Washington municipal
corporation (“Buyer”) to and for the benefit of VOSS FARMS LIMITED PARTNERSHIP, a
Washington general partnership and DS RANCH HOLDINGS, LLC, a Washington limited
liability company (Voss Farms Limited Partnership and DS Ranch Holdings, LLC are each a
“Seller Entity” and collectively referred to as “Seller”) as follows:
RECITALS
A. Pursuant to the terms of that certain Real Estate Purchase and Sale Agreement dated
as of , 2026 (the “Agreement”) Seller agreed to sell to Buyer and Buyer
agreed to buy the Property described in the Agreement.
B. Initially capitalized terms not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Agreement; and
C. The Agreement requires, inter alia, as a condition to Seller’s obligations under the
Agreement, Buyer shall each execute and deliver this Certificate to Seller at Closing.
CERTIFICATE
NOW, THEREFORE, in consideration of the foregoing recitals, the purchase and sale of
the Property and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Buyer hereby certifies and agrees as follows:
1. The foregoing recitals are true and incorporated into this Certificate the same as
though re-stated herein full.
2. Buyer hereby re-states, acknowledges and confirms the continuing validity as of
the date hereof and the enforceability and reasonableness of and right of Seller to rely upon each
and all of Buyer’s Representations and Warranties as contained in Section 11.1 of the Agreement,
none of which has been modified, amended, qualified, limited, restricted, withdrawn, revoked,
canceled, or in any other way made ineffective or inapplicable.
[Signature page follows]
6
FG: 104559484.5
IN WITNESS WHEREOF, Buyer has executed this Agreement as of the date first set forth
hereinabove.
BUYER:
CITY OF PASCO
By:
Name: _______________________________
Its: _______________________________
7
FG: 104559484.5
EXHIBIT E
BILL OF SALE AND ASSIGNMENT OF CONTRACTS
Bill of Sale Assignment of Contracts
Under imminent threat of eminent domain and for good and valuable consideration, the
receipt of which is hereby acknowledged, VOSS FARMS LIMITED PARTNERSHIP, a
Washington general partnership and DS RANCH HOLDINGS, LLC, a Washington limited
liability company (Voss Farms Limited Partnership and DS Ranch Holdings, LLC are each a
“Seller Entity” and collectively referred to as “Seller”) does hereby sell, assign, transfer, and
convey to CITY OF PASCO, a Washington municipal corporation (“Buyer”) all of its right, title,
and interest in and to:
A. The Assumed Contracts (as those terms are defined in the Real Estate Purchase and Sale
Agreement dated _____________________, 20_____ between Seller and Buyer (the
“Purchase Agreement”) listed in Schedule 1 and attached hereto; and
B. Any Intangible Property (as defined in the Purchase Agreement) listed in Schedule 2 and
attached hereto.
Seller hereby represents and warrants to Buyer that Seller is the lawful owner of the
Intangible Property free and clear of all liens and encumbrances, and that Seller has all lawful right
and authority to make this conveyance. Seller agrees to defend and hold Buyer harmless from and
against all claims, actions, liabilities, related to the Intangible Property or under the Assumed
Contracts, which arose or were incurred, or which were required to be performed, prior to or on
the date hereof. Buyer agrees to defend and hold Seller harmless from and against all claims,
actions, liabilities, related to the Intangible Property or under the Assumed Contracts, which arose
or were incurred, or were required to be performed, after the date hereof.
[Signature page follows]
8
FG: 104559484.5
DATED: , 2026.
SELLER:
VOSS FARMS LIMITED
PARTNERSHIP,
a Washington general partnership
By:
Name: ________________________
Title: ________________________
Date: ________________________
DS RANCH HOLDINGS, LLC,
a Washington limited liability company
By:
Derek Ellingsen, Member
Date: ________________________
By:
Tyler Halliday, Member
Date: ________________________
By:
Cody Jensent, Trustee
FC Trust, of January 5, 2022, Member
Date: ________________________
9
FG: 104559484.5
Schedule 1
Assumed Contracts
[SELLER TO INSERT]
10
FG: 104559484.5
Schedule 2
Intangible Property
11
FG: 104559484.5
EXHIBIT F
LIST OF DUE DILIGENCE MATERIALS
1. Fully executed copies of all easements, licenses, and leases (including all lease forms,
leasing criteria, and exhibits and guaranties that are a portion of the leases) and any lease
and rent commencement letters or notices or notices of default or non-compliance with
Lease terms).
2. All available site plans, title policies, surveys, and notices regarding "Current Use" or
"Open Space" tax classifications.
3. All certificates of occupancy, conditional use permits, building permits, water right
permits/certificates, and zoning letters affecting the Property.
4. All Farm Service Agency (FSA) records, including FSA Form 156EZ (Abbreviated 156
Farm Record), FSA Form 578 (Acreage Reports for the last 3 years), aerial maps, and
wetland determinations.
5. To the extent in Seller’s possession, all soil reports, environmental reports and structural
or other engineering reports relating to the Property.
6. Records of all pesticides, herbicides, fertilizers, and chemicals applied to the Property for
the current year and the preceding three (3) years (including application logs)
7. All documents relating to water rights, water permits, water certificates, and claims
appurtenant to the Property, including but not limited to, copies of all certificates and
permits issued by the Department of Ecology
8. A current rent roll listing tenant names, monthly rentals, prepaid rents, concessions, and
aged delinquencies.
9. A copy of all service contracts affecting the Property, including contracts relating to leased
equipment or property, management, security, maintenance, repairs, cleaning and
operation of the Property.
10. Copies of all petitions or written complaints, liens, orders and injunctions relating to all
litigation, if any, presently affecting the Property, and a status report describing any action
Seller has filed or is contemplating filing with respect to any tenant of the Property.
11. Certificates of insurance or "Declaration Pages" for all current property, casualty, and
liability insurance policies maintained by Seller. Insurance loss runs applicable to the
Property for 2020 through present.
12. To the extent in Seller’s possession, property incident reports, if any, applicable to the
Property for 2020 through present.
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FG: 104559484.5
13. Copies of all written notices, if any, of violations of laws, statutes, codes, ordinances, rules,
regulations or requirements, if any, presently affecting the Property, received from any
governmental of quasi-governmental authority, including open or pending code violations,
as well as the most recent city inspection and fire department inspection.
14. all things necessary to transfer possession of the property, including keys, alarm codes and
access codes
13
FG: 104559484.5
EXHIBIT G
CONTRACTS, LEASES, RENT ROLL AND SECURITY DEPOSITS
[Seller to Provide]
14
FG: 104559484.5
EXHIBIT H
HOLDBACK AGREEMENT
THIS HOLDBACK AGREEMENT (this “Agreement”) is made and entered as of the later of the
Parties’ signatures below (the “Effective Date”), by and between DS RANCH HOLDINGS, LLC,
(“Seller”) and CITY OF PASCO, a Washington municipal corporation (“Buyer”) (individually a
“Party” and collectively the “Parties”).
RECITALS
A. Seller and Buyer entered into a Real Estate Purchase and Sale Agreement, dated
December ___, 2026 (the “PSA”), pursuant to which Seller agreed to sell to Buyer certain
real property located in the City of Bremerton, Washington (the “Property”);
B. Under Article 12 of the PSA, a portion of the Purchase Price paid by Buyer at
Closing is to be held back in Escrow, in the initial amount of Fifteen Thousand Dolars
($15,000) (the “Holdback Amount”), to secure Seller’s obligation to complete the
Completion Work at Seller’s sole cost and expense.
AGREEMENTS
In consideration of the promises and undertakings made in the PSA and herein, the
Parties agree as follows:
1. Capitalized Terms. All capitalized terms used, but not otherwise defined
herein, shall have the meanings set forth for the same in the PSA.
2. License to Perform Completion Work. During the period from the Closing
Date until the completion of the Completion Work, Seller and its contactors, agents,
representatives, and consultants (collectively, “Seller’s Representatives”), shall have the
right, upon reasonable prior advance email notice, to enter the Property for the sole purpose
of completing the Completion Work as set forth herein:
i. Buyer or its agents shall have the right to accompany Seller during each such entry.
Seller shall use commercially reasonable efforts to cause the Completion Work to be
completed in a manner that minimizes interference with the operation of the Property.
ii. Seller will maintain all necessary governmental licenses and permits, if any, for
undertaking the Completion Work. Seller shall cause the Completion Work to be
completed in a good workmanlike manner in compliance with all applicable laws.
iii. [Seller shall maintain insurance, and shall ensure that Seller’s Representatives
maintain such insurance, in compliance with Buyer’s insurance requirements as
follows: (A) a certificate evidencing General Liability coverage, together with the
appropriate endorsements, with a minimum coverage of $1,000,000 per each
occurrence and $2,000,000 aggregate (together with damage to premises and fire
damage of $50,000 and medical expenses any one person of $5,000); and (B) a
certificate showing the Seller’s Representatives automobile insurance coverage in a
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FG: 104559484.5
combined single limit of $1,000,000, with a minimum coverage of $50,000 per each
occurrence and $100,000 aggregate (for every vehicle utilized during this Escrow
Agreement, when not owned by the Seller or Seller’s Representative, each vehicle
must have evidence of automobile insurance coverage with the aforementioned limits
and medical pay of $5,000). The foregoing policies maintained shall name Buyer as
an additional insured thereunder. Upon Buyer’s request, Seller shall cause Seller’s
Representatives to provide evidence of such insurance to Buyer.]1
iv. Seller warrants that all Completion Work shall be performed free and clear of all liens,
claims, charges or encumbrances of any nature, including, but not limited to,
mechanic’s liens, materialman’s liens and statutory liens (collectively, “Liens”). If any
Lien is filed against the Property for the Completion Work, the Seller shall, at its sole
expense, cause such Lien to be released or discharged of record by payment, bond, or
order of a court of competent jurisdiction within three (3) business days of receiving
notice of the filing.
v. SELLER AGREES TO INDEMNIFY PROTECT, DEFEND, REIMBURSE, AND
HOLD BUYER AND ITS AFFILIATES, MEMBERS, OFFICERS, DIRECTORS,
TENANTS AND AGENTS (EACH AN “INDEMNIFIED PARTY”) HARMLESS
FOR, FROM, AND AGAINST ANY LOSS, INJURY, DAMAGE, CLAIM, LIEN,
OBLIGATION, LIABILITY, JUDGMENT, ACTION, DEMAND, COST, AND
EXPENSE, INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS,
OCCURRING ON THE PROPERTY AND ARISING FROM ANY LIEN FILED
AGAINST THE PROPERTY ARISING FROM THE COMPLETION WORK,
ENTRY ON THE PROPERTY BY SELLER OR SELLER’S REPRESENTATIVES
IN THE COURSE OF PERFORMING THE COMPLETION WORK OR A BREACH
OF THIS AGREEMENT. THIS SECTION SHALL SURVIVE THE
TERMINATION OF THIS HOLDBACK AGREEMENT.
3. Appointment of Escrow Agent. Buyer and Seller hereby appoint Escrow
Agent to hold the Holdback Amount pursuant to this Escrow Agreement and the PSA. Escrow
Agent, by signing below, hereby acknowledges receipt of the Holdback Amount. Escrow
Agent is to hold the Holdback Amount in escrow and disbursed solely in accordance with the
provisions of this Escrow Agreement. The Holdback Amount shall be deposited by Escrow
Agent in a segregated interest bearing FDIC insured escrow deposit account and all interest
accruing thereon shall become part of the Holdback Amount.
3. Disbursement. Escrow Agent will disburse the Holdback Amount in
accordance with the following procedures and the other terms of this Escrow Agreement:
i. Final Completion. Escrow Agent will not release the Holdback Amount to Seller
until Final Completion of the Completion Work pursuant to the terms of this
Agreement. For the purposes of this Agreement, “Final Completion” means (a)
the Completion Work has been completed and reasonably approved by Seller and
Buyer as set forth below, (b) any and all contractors responsible for the Completion
Work have been paid or will be paid from the Holdback Amount, (c) each
1 To be confirmed.
16
FG: 104559484.5
contractor responsible for the Completion Work has delivered customary lien
waivers and a final invoice thereof.
ii. Condition Precedent to Seller’s Request for Disbursement. As a condition
precedent to Seller’s submission of Seller’s Request for Disbursement (defined
below) the Seller shall comply with the following obligations set forth in this
Section (the “Condition Precedent”). The Seller shall confirm the full, final cost
of the Completion Work. In the event that the total amount owing for the
Completion Work exceeds the Holdback Amount, the Seller shall immediately pay
such excess amounts directly to the contractors/payees, or deposit such excess
amounts with the Escrow Agent, such that the Holdback Amount, when combined
with this supplemental payment, is sufficient to cover all outstanding balances for
the Completion Work. The Seller must submit satisfactory written proof of this
payment or deposit to the Buyer and the Escrow Agent prior to submitting the
Seller’s Request for Disbursement.
iii. Seller’s Request for Disbursement. Upon Seller’s completion of the Completion
Work on or before the Outside Closing Date and satisfaction of the Condition
Precedent set forth above, Seller shall submit to Escrow Agent, with a copy to
Buyer, (i) a written request for disbursement of the portion of the Holdback
Amount necessary to pay the outstanding balance of all construction contracts for
the Completion Work, (ii) a list of payees and the corresponding payment amounts,
(iii) detailed instructions for disbursement to such contractors (including payee
names and addresses for payment) and (iv) conditional lien waivers from each
payee covering the scope of work completed and the amount requested (the
“Seller’s Request for Disbursement" and the amount included in such Request
for Disbursement being the “Requested Sum”). Following Buyer’s receipt of the
Request for Disbursement, Buyer shall inspect the Property related to Seller’s
construction of the Property and completion of the Completion Work. Buyer shall
send written confirmation of Buyer’s approval or disapproval of the Completion
Work to Escrow Agent and Seller no later than five (5) business days after
conducting such inspection. In the event that Buyer disapproves the Completion
Work and/or the Request for Disbursement, Buyer’s written notice shall include in
reasonable detail the basis for Buyer’s approval thereof (a “Dispute Notice”). If
Buyer does not deliver the Dispute Notice within five (5) business days after such
inspection, Buyer shall be deemed to have accepted the Completion Work and such
Request for Disbursement. Upon receipt of Buyer’s written approval of the Request
for Disbursement and Final Completion or acceptance by failure to timely deliver
the Dispute Notice, Escrow Agent shall obtain final, unconditional lien waivers
from all payees concurrently with or immediately following the release of the
Requested Sum. Provided there are funds left from the Holdback Amount after
payment in full is made with respect to the Completion Work and the requirements
of this Section, then any remaining funds shall be released to Seller.
iv. Buyer’s Request for Disbursement. In the event the Seller has failed to achieve
Final Completion of the Completion Work in its entirety by the Outside
Completion Date, Buyer shall deliver a written notice to the Escrow Agent, with a
copy to the Seller, certifying that the Completion Work has not been completed by
17
FG: 104559484.5
the Outside Completion Date and a description of the remaining defects or
uncompleted items (the “Buyer’s Request for Disbursement”). Seller may
dispute Buyer’s certification by sending written notice to Buyer and Escrow Agent
of such dispute which shall include reasonable detail the basis for such dispute (a
“Dispute Notice”) no later than five (5) business days from Seller’s receipt of
Buyer’s Request for Disbursement Seller. If Seller fails to timely send a Dispute
Notice, the Escrow Agent shall, without further instruction or consent from the
Seller, immediately release the entire Holdback Amount to the Buyer. Furthermore,
and notwithstanding the release of the Holdback Amount, the Seller shall remain
fully and solely obligated to reimburse the Buyer upon written demand for any and
all Completion Costs incurred by the Buyer to achieve Final Completion of the
Completion Work which exceed the Holdback Amount received by Buyer.
v. Default Release Upon Expiration. If Escrow Agent fails to receive Seller’s Request
for Disbursement or Buyer’s Request for Disbursement in accordance with the
provisions of this Agreement within thirty (30) days of the Outside Completion
Date, unless joint written instructions signed by both parties, or a binding order
from a court of competent jurisdiction is received by Escrow Agent within such
30-day period, Escrow Agent shall release the entire Holdback Amount to Buyer
and this Agreement shall terminate.
4. Disputes.
i. Holdback Amount. In the event that Buyer or Seller delivers a Dispute Notice as
set forth above, then the Holdback Amount shall remain in deposit with Escrow
Agent until the earlier of (a) Escrow Agent’s receipt of joint instructions from
Buyer and Seller, in which event Escrow Agent shall deliver the Holdback Amount
in accordance with such instructions, or (b) the entry of a final, non-appealable
judgment with respect to the applicable claim in which event Escrow Agent shall
deliver the Holdback Amount or a portion thereof in accordance with the terms of
such judgment.
ii. Mediation. Following a Dispute Notice, Seller and Buyer shall attempt to resolve
the dispute through mediation for thirty (30) days from the date of written notice
of such dispute by the parties. The parties will equally divide any mediation fees
between them. In the event that mediation shall fail, the dispute will be resolved
pursuant to Section 9 of this Agreement. If any dispute arises with respect to this
Escrow Agreement, whether such dispute arises between the parties hereto or
between the parties hereto and other persons, Escrow Agent is authorized to
interplead such dispute in a court of general jurisdiction in the State of Washington
or any United States District Court located in the State of Washington.
iii. Binding Arbitration. In the event mediation fails or other dispute arises from this
Agreement, such dispute shall be settled by binding arbitration administered by
JAMS (or a mutually agreed upon neutral third party) in the county where the
Property is located. The arbitrator shall be an individual with experience in
construction and real estate. The arbitration shall be conducted on an expedited
basis, and the arbitrator shall issue a decision within thirty (30) days of
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FG: 104559484.5
appointment. Enforcement. The arbitrator’s decision shall be final and binding, and
shall constitute the necessary authorization for Escrow Agent to release the
Holdback Amount in accordance with said decision. The prevailing party in any
such arbitration shall be entitled to recover its reasonable attorneys’ fees and costs
from the non-prevailing party. If the Escrow Agent files an interpleader action in a
court of competent jurisdiction pursuant to Section 7 of this Agreement, such action
shall not be deemed a waiver of the Buyer’s or Seller’s obligation to arbitrate the
underlying dispute. The Parties agree to stipulate to a stay of the interpleader court
proceedings (except regarding the discharge of the Escrow Agent) pending the
resolution of the binding arbitration.
5. Indemnification of Escrow Agent. If Escrow Agent is made a party to any
judicial, non-judicial or administrative action, hearing or process based on the acts of Buyer
and Seller and not on the malfeasance and/or gross negligence of Escrow Agent in performing
its duties hereunder, then the Buyer and Seller, jointly and severally, shall indemnify, save
and hold harmless Escrow Agent from the expenses, costs and reasonable attorneys’ fees
incurred by Escrow Agent in responding to such action, hearing or process.
6. Duties of Escrow Agent. Buyer and Seller acknowledge and agree that the
duties of Escrow Agent are purely ministerial in nature, that Escrow Agent is acting as an
accommodation to both Buyer and Seller, and that Escrow Agent, in performing its duties,
shall not be liable for (a) any loss, cost or damage which Escrow Agent may incur as a result
of serving as escrow agent hereunder, except for any loss, costs or damage arising out of its
own willful misconduct or gross negligence, (b) any action taken or omitted to be taken in
reliance upon any document, including any written instructions provided for in this Escrow
Agreement, which Escrow Agent shall in good faith believe to be genuine, and (c) any loss or
impairment of the Holdback Amount deposited with a Federally insured financial institution,
resulting from the failure, insolvency, or suspension of the depositary. Escrow Agent is under
no duty to inquire into or investigate the validity, accuracy or content of any document or
written instruction delivered to Escrow Agent. Buyer and Seller acknowledge that they are
aware that the Federal Holdback Insurance Corporation (FDIC) coverage applies only to a
cumulative maximum amount for each individual depositor for all of depositor’s accounts at
the same or related institution.
7. Right to Interplead. If the Escrow Agent, in its sole discretion, receives
conflicting instructions or is uncertain as to its duties under this Agreement, the Escrow Agent
may refuse to take any action until joint written instructions from the Buyer and the Seller, or
a final, non-appealable order from a court of competent jurisdiction, is received. The Escrow
Agent shall have the right, but not the obligation, to file an action in interpleader and deliver
the Holdback Amount to the registry of the court. Upon filing an interpleader action, the
Escrow Agent shall be fully discharged from all obligations under this Agreement.
7. Limitation of Escrow Agent Liability. The Escrow Agent shall not be deemed
to have knowledge of any matter unless and until the Escrow Agent receives actual written
notice thereof, and the Escrow Agent shall not be charged with constructive notice
whatsoever. In the event the Escrow Agent shall be uncertain as to its duties, or shall receive
instructions or demands which, in the Escrow Agent’s sole opinion, are conflicting or
violative of any provision of this Escrow Agreement, then the Escrow Agent shall be
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FG: 104559484.5
entitled to refrain from taking any action until the Escrow Agent shall be directed in
writing by Seller and Buyer or by any final order or judgment of a court of competent
jurisdiction.
8. Amendment. The instructions and conditions of Escrow contained herein may
not be modified, amended or altered in any way except by a writing (which may be in
counterpart copies) signed by Seller, Buyer and Escrow Agent.
9. Governing Law. This Escrow Agreement shall be construed in accordance
with the internal laws of the State of Washington, without giving effect to principles of
conflict of laws.
10. Counterparts. This Escrow Agreement may be executed by the parties in one
or more counterparts and each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Copies (whether facsimile, photostatic or
otherwise) of signatures to this Escrow Agreement shall be deemed originals and may be
relied on to the same extent as the originals.
11. Binding Effect. This Escrow Agreement shall be binding upon and inure to the
benefit of Buyer, Seller and Escrow Agent and each of their respective successors and assigns.
[Remainder of page intentionally left blank; signature pages follow.]
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FG: 104559484.5
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly executed to
be effective as of the date of the latest signature below.
BUYER:
CITY OF PASCO,
a municipal corporation
By:
Name: ________________________
Title: ________________________
Date: ________________________
SELLER:
DS RANCH HOLDINGS, LLC,
a Washington limited liability company
By:
Derek Ellingsen, Member
Date: ________________________
By:
Tyler Halliday, Member
Date: ________________________
By:
Cody Jensent, Trustee
FC Trust, of January 5, 2022, Member
Date: ________________________
ESCROW AGENT:
TICOR TITLE COMPANY
By:
Name: ________________________
Title: ________________________
Date: ________________________
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FG: 104559484.5
EXHIBIT I
LEASE
CITY OF PASCO
Agricultural Lease No. FW-2601
THIS AGRICULTURAL LEASE is entered into this ____ day of , 2026,
by and between the CITY OF PASCO, a Washington Municipal Corporation (“Lessor”), and DS
RANCH HOLDINGS, LLC, a Washington limited liability company (“Lessee”). This Lease is
made upon the terms and conditions and for the consideration enumerated herein.
1) Description of Leased Property. Lessor leases to Lessee, and Lessee leases from
Lessor, on the terms and conditions stated below, crop circle numbered 14 for the production
of agricultural products upon the following described real property (“Premises”):
East half of the Northwest quarter of Section 34, Township 10 North, Range 30 East, W.M.,
records Franklin County, Washington.
2) Process Water Reuse Facility and Wastewater. Having been fully apprised of
the critical need to apply reuse water to the Premises at such times as may be imposed by
Lessor, arising from Lessor’s obligation to timely distribute such reuse water from affiliated
food processing facilities, Lessee, shall without limitation, submit to a crop harvest scheduling
plan prepared or approved by Lessor. Lessee agrees to strictly adhere to such plan at the behest
of Lessor with the specific objective of maintaining availability of adequate field areas for the
application of reuse water to field crops. Lessor reserves the right to limit the Lessee’s number
of crop cuttings to three (3) cuttings per season unless additional cuttings are approved, in
advance, by the City. The City’s approval for additional cuttings shall not be unreasonably
withheld dependent upon the Lessor’s operational requirements of its reuse facility.
The parties understand and acknowledge that the Leased Premises are served by two
watering systems, specifically (1) the irrigation system consisting of wells servicing the Leased
Premises, and associated pipes and other fixtures; and (2) the process wastewater system,
consisting of the offset pump station, and pipelines to the Leased Premises. The parties further
understand and acknowledge that both systems shall be operated by Lessor, and that Lessor shall,
subject to the further terms hereof, have the discretion to regulate the blend of wastewater and well
water delivered to the Leased Premises for irrigation purposes.
The Lessee agrees to coordinate with the Lessor and accept process wastewater to be
applied to the Lessee’s crops and farmlands as outlined in the current City of Pasco Crop Rotation
Plan and Farm Operations Report (CRP/FOR) and State Discharge Permit No. ST0005369, which
Lessee hereby acknowledges that Lessee has received a copy of the CRP/FOR and the State
Discharge Permit, understands their terms and conditions, and agrees to comply with the same.
The Lessor shall have the final say on the wastewater application rate and schedule. The Lessee
agrees to abide by the CRP/FOR requirements including the proper operation of the circle and well
pumps, a balanced fertilizer program for the specific crop taking into consideration the total
nitrogen, nitrate, and TKN of the wastewater, well water, and residuals in the soils as identified in
the CRP/FOR. No fertilizer shall be applied upon the premises without the Lessor’s prior written
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FG: 104559484.5
consent, which consent shall not be unreasonably withheld nor delayed. Commercial fertilizers
shall not be applied in excess of suggested label application, or in a manner inconsistent with label
instructions. Lessor’s management and nitrogen applied to the premises is critical to the utilization
of the premises as a portion of its Reuse Facility. Therefore, any violation of this section shall
constitute a substantial breach of this Lease. The Lessee shall report to the Lessor the results of
all tests on the crops and yield. The Lessee shall provide to the Lessor copies of any and all test
results including moisture tests taken on the Lessor’s farmlands.
3) Term of Lease.
The term of the Lease shall: (i) commence on Closing Date, 2026, and terminating on the
31st day of December, 2028; unless earlier terminated or renewed as provided below. In the event
this Lease terminates prior to the completion of harvest, the term of this Lease shall be extended
for a reasonable period for time to allow for completion of harvest. Lessee shall give a minimum
of ten (10) days written notice to Lessor before completion of harvest or end of planting. Prior to
vacating the Leased Premises, Lessee shall leave the Leased Premises and all improvements
thereon in the state of repair and cleanliness required to be maintained by the Lessee during the
term of this Lease.
4) Rent.
a) “Total Payment” shall be the sum of: 1) the total of all rent (rent per acre x total # of acres)
and 2) Washington State Leasehold Tax calculated on said total rent.
b) “Payment Per Acre” shall be the sum of: rent per acre and 2) the Washington State
Leasehold Tax as calculated on the rent per acre amount.
c) Lessee shall pay for said Premises the following amounts to Lessor:
Year Crop Total
Acres
Rent
Per
Acre
Tax Per
Acre
Payment Per
Acre
Total
Payment
Closing -
October
31, 2026
Hay 125
Acres
* ** 0 0
November
1, 2026
October
31, 2027
Hay 125 * ** 0 0
November
1, 2027-
October
31, 2028
Alfalfa 125 * ** $400 $50,000
*Payment / Acre divided by 1.1284
**Payment / Acre minus Rent / Acre
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FG: 104559484.5
d) Total payment includes Washington State Leasehold Tax in the amount of 12.84% which
Lessor shall deduct from total payment made by Lessee and remit to State. [Total payment
of $50,000.00]
e) In the event that the Washington State Leasehold Tax percentage increases during the term
of this lease, this lease shall be modified to increase the tax rate under this Section 4, and
the Total Payment shall be increased accordingly, unless otherwise agreed by the parties
hereto.
f) Total payment shall be made in two (2) installments. First-half payment in the sum of
$25,000.00 shall be due and payable on/or before April 1 of 2028; and the second half
payment in the sum of $25,000.00 shall be due and payable on/or before October 31 of
2028. In the event of renewal, subsequent year payments shall be made on the same dates
as provided above.
g) All payments shall be made to the City of Pasco, or such other place as the Lessor may
designate. Lessee shall have the City of Pasco included as payee on any check received by
the Lessee from the sale of crops from these Premises as long as there is any rental or other
charges for repair and maintenance due and owing by the Lessee. All payments shall be
remitted within fifteen (15) days of sale of crops.
h) In the event the Lessee desires a change in acreage, crops, or use, prior written authorization
must be received from Lessor. Approval to such change may be conditioned upon an
adjustment in the payments provided above.
5) Rental Adjustments. Lessor retains the right to assess additional charges for
circles which are not planted in a timely fashion to cover crops where and when appropriate
for best cultural case, not meeting the CRP/FOR crop schedules, or on which wind erosion
occurs. The extent of the charge shall be at the discretion of the Lessor, and will not exceed
$20.00 leasehold tax included per acre and will be in addition to the payments as described
above. Said charge does not supplant the responsibility of the Lessee to establish a cover crop.
Lessee agrees that since Lessor is responsible for the cost of electrical power to distribute
irrigation water to the Leased Premises, it is justified for Lessor to impose reasonable limits
on total irrigation water used. Accordingly, Lessor may at its sole discretion add an assessment
to Lessee’s final annual rental payment of an amount equal to the actual cost of power to
distribute irrigation water to the Leased Premises when water usage for crop production
exceeds the “best-practice” standard for the subject crop requirements in the relevant area of
Franklin County as expressed in the Washington Irrigation Guide. Water applied at the
preference of Lessor for the sole purpose of consuming “process re-use water” shall not be
considered as contributory to the “crop production” application expressed herein.
6) Uses of the Premises. Lessee shall put the Leased Premises to the full beneficial
use in accordance with customary industry standards, permitted uses, acres, and crops
designated herein, in compliance with the CRP/FOR. Said uses shall be further restricted by
the terms of any federal, state, or local law or regulation applicable thereto, and the terms of
Lessor’s Water Permit from the State of Washington, together with any other encumbrance of
record or known use being exercised at the time of the execution of this Lease. It is further
understood and hereby acknowledged that the ultimate objective of the Lessor, with respect to
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FG: 104559484.5
this property, is to prepare and utilize the property for reuse wastewater treatment and
application. Accordingly, throughout each crop year during the term of this Lease, Lessor
reserves the right and shall be entitled to test, inspect, investigate, survey, excavate, construct,
maintain, and otherwise utilize the property constituting the Leased Premises preparatory to
and/or as necessary to accomplish the stated objective in such a manner as Lessor deems
appropriate, including without limitation, by requiring Lessee to accept reuse wastewater for
disposal on the Premises in such quantities and at such times as determined by Lessor. Lessee
will cooperate with Lessor to facilitate such activities, and will not unreasonably hinder
or delay any such activities. Lessee certifies and agrees that Lessee has inspected the
Premises and found the Premises fully tenantable and suitable for all intended uses and
purposes of Lessee. Lessor makes no express or implied warranties with respect to the
Premises, its condition, the exact area thereof, the exact boundaries thereof, the water rights
appurtenant thereto, the environmental health thereof or freedom from contamination, or its
suitability for the uses and purposes of Lessee, or the crops to be grown thereon by Lessee.
Lessee waives, remises, and releases Lessor from all warranties and liabilities, and all claims,
damages and remedies of Lessee with respect to any lack of suitability of or defect in the
Premises, including any loss of revenue or profits or any other direct, incidental, or
consequential damages, and Lessee leases the Property from Lessor “AS IS”. Neither Lessor
nor the agents, assigns or successors of Lessor shall be held to any covenant or agreement for
alterations, improvements, or repairs of the Premises unless the covenant or agreement relied
on is contained herein or is in writing and attached to and made a part of this Lease.
7) Crop Damage from Application of Wastewater. Lessor states that with respect
to any timing, quantity, or quality of reuse wastewater which may be delivered to Lessee and
applied to Lessee’s crops under provisions of this Lease requiring Lessee to accept such
delivery(ies) and application on the behest of the Lessor, it is the intent of Lessor not to cause
crop damage by such application of wastewater, nor to disavow responsibility for damage
which might demonstrably occur on said crops solely from such application. However, the
parties to this Lease having previously observed the nature of wastewater applications are fully
cognizant not only of the uncertainties relating to the developing technology of the process,
but also of the difficulty in proving crop loss as having been exclusively caused by said waste
applications. Accordingly, while Lessor shall make every reasonable effort to avoid delivering
wastewater at such times and under such circumstances as are likely to cause harm to crops,
the Lessee hereby acknowledges the risk of potential crop damage to its crop as a result of
using such wastewater and hereby waives and releases any and all potential claims against the
City related thereto.
8) Water and Irrigation System. Lessor shall be responsible for all costs of
operating the irrigation system on the Leased Premises, and shall be responsible for the
payment of irrigation power charges except as limited under Section 5 herein. Lessee shall not
be responsible for the cost of reuse water pumped to the Leased Premises by Lessor.
The Leased Premises come equipped with center pivot irrigation systems, including wells,
pipelines, turbine pumps, and electrical pump motors and switchgear. The furnishing of said
irrigation shall imply no warranty on the part of the Lessor to provide or guarantee an adequate
water supply or the continued operation of the irrigation system. All maintenance, repair, and
replacement of parts of said irrigation system shall be the obligation of the Lessor, both as to
performance and payment of costs, except those repairs and replacements as may be caused by the
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FG: 104559484.5
Lessee, its agents or employee’s negligent acts or omissions. The Lessor shall make reasonable
efforts to provide reuse wastewater that will not clog the irrigation system. Both parties, however,
must assume there will be a certain amount of unclogging required. Both parties agree that Lessor
shall be primarily responsible for any unclogging, but also agree that in the event that Lessor is
unable to do so, Lessee may perform unclogging at their discretion. Operation of the water and
irrigation system shall be upon a schedule as approved by Lessor.
9) Liens.
a) Lessee shall pay as due all claims for work done on and for services rendered or materials
furnished to the Premises which are done for the account of the Lessee as herein provided.
Lessee shall keep the Premises free of any liens and indemnify, defend and hold the Lessor
harmless from all costs, damages, or charges, including attorney’s fees, necessary to
discharge such liens. Lessor, at its option, may pay the amount of any claim or lien and
add said amount to total payment required under this lease, including interest on said claim
or lien amount at the rate of twelve percent (12%) per annum, or the maximum amount
permitted by statute, on said amount paid from the date of payment. Payment of a claim
or lien amount shall not constitute a waiver of any right or remedy which Lessor would
otherwise have on account of Lessee’s default in this or any other term of the Lease.
b) In order to secure the payment of rent and the faithful performance of all covenants, terms,
and conditions of this Lease by Lessee, Lessor has and shall retain a Landlord’s Lien (RCW
Ch. 60.11) upon all crops grown, growing, or to be grown on the Premises. In addition,
Lessee grants to Lessor a security interest (RCW Ch. 62A.9A) in all farm products
produced from the farming operations on the Premises during the entire Lease term,
including all proceeds thereof. Lessor may file UCC financing statements and Lessee shall
execute any and all documents and instruments necessary, upon demand of Lessor, to
ensure that the security interest(s) and Landlord’s Lien provided for herein are and remain
continuously perfected until all rent plus any interest, costs and other charges or expenses
to be paid by Lessee by the terms of this Lease are fully paid.”
10) Chemicals and Fertilizers. In addition to those requirements as provided in
Section 2 above, Lessee shall apply chemicals and fertilizers to the Leased Premises according
to standards applicable to the industry and consistent with the current standards stated within
the CRP/FOR. Lessor shall not incur any responsibility or liability to any third party for the
negligent or wrongful acts of the Lessee related to the chemicals and/or fertilizers used or its
application, and Lessee shall defend, indemnify, and hold Lessor harmless from any damages
resulting from such negligent or wrongful act of the Lessee.
11) Erosion Control and Crop Rotation. Lessee shall follow an effective program of
soil erosion control, particularly against wind and water. Lessee agrees to plant the Premises
to a cover crop to the specifications of the Lessor within fifteen (15) days after each harvest,
as appropriate and consistent with the overall objective of the CRP/FOR. Crops will be rotated
so that potatoes will not be planted two (2) years consecutively in the same field. The planting
of two consecutive crops on the same land with the intent of obtaining a harvest from both
crops within the same crop year (double cropping) is prohibited without the express written
permission of Lessor. The Lessor reserves the right with the granting of such permission to
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FG: 104559484.5
assess additional rents from Lessee for this practice. Grazing of crop aftermath is not
permitted.
12) Premises Maintenance. Lessee shall not commit or permit to be committed any
waste, strip, damage to, or misuse of the Premises. All farming operations shall be conducted
in a husband-like manner according to standards of the industry. Any and all fences, gates,
roads, field accesses, and other improvements to the property (including the irrigation system)
shall be maintained by Lessor. Lessee shall eradicate weeds, particularly puncture-vine and
prevent all noxious and other weeds from encroaching upon the Premises, utilizing practices
approved by the local weed control authorities and to the reasonable satisfaction of the Lessor.
13) Deleterious, Hazardous, Toxic, or Harmful Substances.
a) Deleterious Material. The Lessee shall not make, or suffer to be made, any filling in of the
lease Premises or any deposit of rock, earth, ballast, refuse, garbage, waste matter,
chemical, biological or other wastes, hydrocarbons, any other pollutants, or other matter
within or upon the lease Premises, except as approved in writing by the Lessor. If the
Lessee fails to remove all nonapproved fill material, refuse, garbage, wastes or any other
of the above materials from the lease Premises, the Lessee agrees that the Lessor may, but
is not obligated to, remove such materials and charge the Lessee for the cost of removal
and disposal.
b) Hazardous, Toxic, or Harmful Substances. The Lessee shall not keep on or about the lease
Premises, any substances now or hereinafter designated as or containing components now
or hereinafter designated as hazardous, toxic, dangerous, or harmful, and/or which are
subject to regulation as hazardous, toxic, dangerous, or harmful by any federal, state or
local law, regulation, statute or ordinance (hereinafter collectively referred to as
“Hazardous Substances”) unless such are necessary to carry out the Lessee’s permitted
use(s) under Section 6 above, and unless the Lessee fully complies with all federal, state
and local laws, regulations, statutes, and ordinances, now in existence or as subsequently
enacted or amended.
c) The Lessee shall:
i) Immediately notify the Lessor of (i) all spills or releases of any
Hazardous Substance affecting the lease Premises, (ii) all failures to comply with
any federal, state, or local law, regulation or ordinance, as now enacted or as
subsequently enacted or amended, (iii) all inspections of the lease Premises by, or
any correspondence, orders, citations, or notifications from any regulatory entity
concerning Hazardous Substances affecting the lease Premises, (iv) all regulatory
orders or fines or all response or interim cleanup actions taken by or proposed to be
taken by any government entity or private party concerning the lease Premises; and
ii) On request, provide copies to the Lessor of any and all
correspondence, pleadings, and/or reports received by or required of the Lessee or
issued or written by the Lessee, or on the Lessee’s behalf with respect to the use,
presence, transportation, or generation of Hazardous Substances related to the
Leased Premises.
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FG: 104559484.5
d) The Lessee shall be fully and completely liable to the Lessor, and shall indemnify, defend,
and hold harmless the Lessor and its agents and employees, with respect to any and all
damages, costs, fees (including attorneys’ fees and costs), penalties (civil and criminal),
and cleanup costs assessed against or imposed as a result of the Lessee’s use, disposal,
transportation, generation, and/or sale of Hazardous Substances, or that of the Lessee’s
employees, agents, assigns, contractors, subcontractors, licensees, invitees, and for any
breach of this subsection.
14) Indemnification. Lessee has inspected and accepts the Premises as he finds them.
Lessee agrees to assume all risk of, and indemnify, defend with legal counsel acceptable to
Lessor, and hold harmless the Lessor from any loss, costs, liability, claim or expense on
account of personal injury to or death of any persons whosoever including, but not limited to,
employees of the Lessor and damage to or destruction of property to whomsoever belonging
including, but not limited to, property of the Lessor, resulting in whole or in part, directly or
indirectly, arising from the Lessee’s use of the Premises or exercise of rights herein granted.
Nothing herein contained, however, shall be construed as indemnification against the sole
negligence of the Lessor, its officers, employees, or agents.
15) Insurance. Lessee agrees, during the term of this Lease or any renewals thereof,
to carry general liability insurance for personal injury and property damage liability, and to
maintain workmen’s compensation coverages as required by law. General liability insurance
policies shall name Lessor as an insured and be with an insurance carrier acceptable to Lessor.
Such insurance shall provide for property damage liability coverage of at least $1,000,000 and
personal injury coverage of at least $1,000,000 for each occurrence and in the aggregate.
Lessee shall furnish Lessor with certificate indicating that such insurance is in force and the
premiums therefore have been paid.
Lessee agrees to be personally responsible for the repair or replacement of any irrigation
equipment component or other improvement to the property damaged by the Lessee or Lessee’s
officers, employees, or agent, or as a result of their negligent acts or omissions.
16) Interest. Any amount due by the Lessee to the Lessor not paid within fifteen (15)
days shall bear interest at the rate of twelve (12%) per annum, or the maximum amount
permitted by statute, from the date due.
17) Improvements. All improvements placed upon the Premises during the term of
this Lease shall become a part of the Premises and the property of the Lessor, unless the Lessor
agrees otherwise. Lessor may require Lessee to remove any property placed upon the Premises
which the Lessor deems unfit to remain thereon at the termination of the Lease. If the Lessee
fails to remove the same when so requested, Lessor may do so and charge the expenses thereof
to the Lessee.
18) Sublease or Assignment Prohibited. No part of this Lease or the Leased Premises
may be assigned, mortgaged, subleased, or otherwise transferred, without the prior written
consent of the Lessor. With such consent, the Lessor reserves the right to change the terms
and conditions of the Lease as it may affect the assignee. This provision shall equally apply
to transfers arising by operation of law, or transfers to any by trustees in bankruptcy, receivers,
administrators, executors, and legatees.
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FG: 104559484.5
19) Default. The following shall be events of default: (a) failure to pay installment of
rent and leasehold excise tax (total payment installment) on or before the date provided in
Section 4 above; (b) failure of Lessee to comply with any term or condition or fulfill any
obligation of the Lease, other than the payment of rent and tax, within fifteen (15) days after
written notice by Lessor specifying the nature of the default with reasonable particularity, or
abandonment by the Lessee of the property; and (c) failure to pay, when due, any tax,
assessment, or payment required under the terms of this Lease. If the default is of such a nature
that it cannot be completely remedied within the fifteen (15) day period, this provision shall
be complied with if Lessee begins correction of the default within the fifteen (15) day period
and thereafter proceeds with reasonable diligence and in good faith to effect the remedy as
soon as practical.
In the event the default is not remedied as provided above, Lessor shall have the right to
re-enter, take possession of the Premises, and remove any persons or property by legal action or
by self-help with the use of reasonable force and without liability for damages. Such right shall
be cumulative and in addition to all other remedies available to the Lessor under applicable law.
Lessor may recover reasonable attorney’s fees and costs expended to enforce the provisions hereof.
In the event of an uncured default, Lessor may initiate an action, without further notice, for
an unlawful detainer or for damages with venue being placed in Franklin County, Washington,
and with the substantially prevailing party entitled to an additional judgment against the other for
their reasonable attorneys’ fees and costs incurred incident to said action.
Waiver by either party of strict performance of any provision of this Lease shall not be a
waiver of or prejudice the party’s right to require strict performance of the same provision in the
future or of any other provision.
20) Notices. Any notice under this Lease shall be deemed given when actually
delivered or when deposited in the United States mail, as certified mail, postage prepared,
addressed as follows:
Lessor:
City of Pasco
P.O Box 293
Pasco WA 99301
Lessee:
DS RANCH HOLDINGS, LLC
2631 Falls Road
Pasco, WA 99301
Or to such other addresses as may be specified from time to time by either of the parties in
writing.
21) Succession. Subject to the above-stated limitations on assignment of Lessee’s
interest, this Lease shall be binding upon and inure to the benefit of the parties, their respective
personal representatives, successors, and assigns.
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FG: 104559484.5
22) Inspection of the Premises. Lessor reserves the right to itself and its agents to go
upon the Premises at reasonable and proper times to inspect the same for purpose of
determining that the Lease is being kept and performed by the Lessee.
23) Time is of the Essence. The parties acknowledge and agree that time is of the
essence with respect to all of the terms, conditions and provisions of this Lease.
24) Entirety of Lease. This document and its exhibits incorporates the entire
agreement of the parties. No prior representation, stipulation, agreement, or understanding
will be valid or enforceable unless incorporated herein. Any changes or additions to this Lease
or its attached exhibits shall be in writing and executed by the parties hereto. Neither the
Lessor, nor the Lessee shall be bound by verbal or implied agreements.
[SIGNATURE PAGE FOLLOWS]
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FG: 104559484.5
DATED this day of , 2026.
LESSOR: LESSEE:
City of Pasco DS RANCH HOLDINGS, LLC
By:
Harold L. Stewart II, City Manager By:
Derek Ellingsen, Member
By: ________________________
Tyler Halliday, Member
By:
Cody Jensent, Trustee
FC Trust, of January 5, 2022, Member
State of Washington )
: ss.
County of Franklin )
I certify that I know or have satisfactory evidence that Harold Stewart is the person who
appeared before me, and said person acknowledged that he/she signed this instrument, on oath
stated that he/she was authorized to execute the instrument and acknowledged it, as the City
Manager of the CITY OF PASCO, a Washington municipal corporation, to be the free and
voluntary act of such party for the uses and purposes mentioned in the instrument.
SUBSCRIBED and SWORN to before me this day of , 20 .
NOTARY PUBLIC in and for the State of Washington
Residing at
My Commission Expires:
State of Washington )
: ss.
County of )
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FG: 104559484.5
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and said person acknowledged that he/she signed this instrument,
on oath stated that he/she was authorized to execute the instrument and acknowledged it, as the
of to be the free and voluntary act of
such party for the uses and purposes mentioned in the instrument.
SUBSCRIBED and SWORN to before me this day of , 20 .
NOTARY PUBLIC in and for the State of Washington
Residing at
My Commission Expires:
State of Washington )
: ss.
County of )
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and said person acknowledged that he/she signed this instrument,
on oath stated that he/she was authorized to execute the instrument and acknowledged it, as the
of to be the free and voluntary act of
such party for the uses and purposes mentioned in the instrument.
SUBSCRIBED and SWORN to before me this day of , 20 .
NOTARY PUBLIC in and for the State of Washington
Residing at
My Commission Expires:
State of Washington )
: ss.
County of )
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and said person acknowledged that he/she signed this instrument,
on oath stated that he/she was authorized to execute the instrument and acknowledged it, as the
of to be the free and voluntary act of
such party for the uses and purposes mentioned in the instrument.
SUBSCRIBED and SWORN to before me this day of , 20 .
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FG: 104559484.5
NOTARY PUBLIC in and for the State of Washington
Residing at
My Commission Expires:
PHASE 1 ENVIRONMENTAL
SITE ASSESSMENT
PWRF FORMER VOSS PARCEL
Prepared for City of Pasco
January 2026
PSC 0260019.00
Prepared by:
RH2 Engineering, Inc.
114 Columbia Point Drive, Suite C
Richland, WA 99352
1.800.720.8052 / rh2.com
City of Pasco
Phase 1 Environmental Site Assessment
PWRF Former Voss Parcel
January 2026
Environmental Site Assessment
Prepared by RH2 Engineering, Inc.
Prepared for City of Pasco
This assessment summarizes the existing and potential environmental conditions present on
Franklin County Parcel No. 124710063 as derived from publicly available data, environmental
records, and findings from a visual review during site investigations conducted in December
2025.
Sincerely,
RH2 ENGINEERING, INC.
Signed: 1/29/2026
City of Pasco
Phase 1 Environmental Site Assessment
PWRF Former Voss Parcel
Table of Contents
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1 – Summary ................................................................................................................................... 1
2 – Introduction .............................................................................................................................. 1
2.1 Purpose ................................................................................................................................. 1
2.2 Detailed Scope of Services .................................................................................................... 1
2.3 Significant Assumptions ........................................................................................................ 2
2.4 Limitations and Exceptions ................................................................................................... 2
2.5 Special Terms and Conditions ............................................................................................... 2
2.6 User Reliance ........................................................................................................................ 2
3 – Site Description ......................................................................................................................... 3
3.1 Location and Legal Description ............................................................................................. 3
3.2 Site and Vicinity General Characteristics .............................................................................. 3
3.3 Current Use of the Property ................................................................................................. 3
3.4 Descriptions of Structures, Roads, and Other Improvements on the Site ........................... 4
3.5 Current Uses of the Adjoining Property ............................................................................... 4
4 – User-Provided Information ....................................................................................................... 4
4.1 Title Records ......................................................................................................................... 4
4.2 Environmental Liens or Activity and Use Limitations ........................................................... 4
4.3 Specialized Knowledge .......................................................................................................... 4
4.4 Commonly Known or Reasonably Ascertainable Information ............................................. 4
4.5 Valuation Reduction for Environmental Issues .................................................................... 4
4.6 Owner, Property Manager, and Occupant Information ....................................................... 4
4.7 Reason for Performing Phase 1 ESA ..................................................................................... 5
City of Pasco
Phase 1 Environmental Site Assessment
PWRF Former Voss Parcel
Table of Contents
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5 – Records Review ......................................................................................................................... 5
5.1 Standard Environmental Record Sources ............................................................................. 5
5.2 Additional Environmental Record Sources ........................................................................... 6
5.3 Physical Setting Source(s) ..................................................................................................... 7
5.4 Historical Use Information on the Property ......................................................................... 7
5.5 Historical Use Information on Adjoining Properties ............................................................. 7
6 – Site Reconnaissance .................................................................................................................. 7
6.1 Methodology and Limiting Conditions ................................................................................. 7
6.2 General Site Setting .............................................................................................................. 7
6.3 Exterior Observations ........................................................................................................... 8
6.4 Interior Observations ............................................................................................................ 8
6.5 Potential Environmental Conditions ..................................................................................... 8
7 – Interviews .................................................................................................................................. 8
7.1 Interview with Owner’s Representatives ............................................................................. 8
7.2 Interviews with Occupants ................................................................................................... 8
7.3 Interviews with Local Government Officials ......................................................................... 8
7.4 Interviews with Others ......................................................................................................... 9
8 – Findings ..................................................................................................................................... 9
9 – Opinion ...................................................................................................................................... 9
10 – Conclusions ............................................................................................................................. 9
11 – Deviations and Significant Gaps .............................................................................................. 9
12 – Additional Services ................................................................................................................ 10
13 – References ............................................................................................................................. 10
14 – Signature of Environmental Professional ............................................................................. 10
15 – Qualifications of Environmental Professional ....................................................................... 10
City of Pasco
Phase 1 Environmental Site Assessment
PWRF Former Voss Parcel
Table of Contents
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Tables
Table 1 – Subject Property Information
Table 2 – Summary of Environmental Database Review and Regulatory Status
Appendices
16.1 Site Vicinity Map
16.2 Map of Subject Property
16.3 Site Photographs
16.4 Historical Research Documentation
16.5 Regulatory Records Documentation
16.6 Interview Documentation
16.7 Special Contractual Conditions Between User and Environmental Professional
16.8 Qualification(s) of the Environmental Professional(s)
City of Pasco
Phase 1 Environmental Site Assessment
PWRF Former Voss Parcel
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1 – Summary
During December 2025, RH2 Engineering, Inc., (RH2) conducted a Phase 1 Environmental Site
Assessment (ESA) on behalf of the City of Pasco (City) to evaluate subject property conditions
and site histories that potentially affect environmental conditions at one parcel in Franklin
County, Washington. Parcel No. 124710063, formerly owned by Voss Farms Limited Partnership
is currently owned by DS Ranch Holdings LLC (Owner).
This ESA was conducted to support a proposed use of the subject parcel by the City. The subject
property is west of U.S. Route 395 and north of E Foster Wells Road, approximately 4.6 miles
north of downtown Pasco, Washington (Figure 1, Section 16.1).
This Phase 1 ESA was completed and formatted per ASTM International E1527-21, Standard
Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process .
2 – Introduction
2.1 Purpose
The purpose of this Phase 1 ESA is to identify, to the extent feasible pursuant to the processes
prescribed herein, recognized environmental conditions1 in connection with the subject
property. RH2 completed the assessment at the request of the City.
2.2 Detailed Scope of Services
RH2 compiled site information based on available public records from federal and state
environmental databases; reviewed available aerial and historical photographs, and current and
historical topographic maps; conducted interviews with a representative of the current Owner,
Mr. Tyler Halliday of DS Ranch Holdings LLC; and observed the subject property.
1 Recognized Environmental Conditions – The term means the presence or likely presence (“likely” is defined as
that which is neither certain nor proved, but can be expected or believed by a reasonable observer based on the
logic and/or experience of the environmental professional, and /or available evidence, as stated in the report to
support the opinions given therein) of any hazardous substances or petroleum products on a property: 1) due to
any release to the environment; 2) under conditions indicative of a release to the environment; or 3) under
conditions that pose a material threat of a future release to the environ ment. De minimis conditions are not
recognized environmental conditions (ASTM E1527-21).
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This Phase 1 ESA did not include an investigation to assess the presence or extent of soil or
groundwater contaminants.
2.3 Significant Assumptions
No significant assumptions were made to complete this Phase 1 ESA. The site was evaluated
based on the reasonableness of judgments made at the time and under the circumstances in
which they were made.
2.4 Limitations and Exceptions
This report provides a reasonable analysis of environmental conditions at the subject propert y
based on visual observations of the site and available historical information. Information
provided by the seller’s representatives, outside agencies, and third parties has been assumed
to be correct and complete. Professional opinions and judgments are based upon available
information and familiarity with the area (that experience d similar historical activities), and in
accordance with generally accepted professional environmental practices. Conditions observed
and described at the subject property represent conditions on the date of observation. The
passage of time may result in changing conditions at the site. Additional information regarding
conditions or site activities could affect the status and conclusions of this report, and the right
to amend opinions and professional judgments in this document are reserved.
Available historical information consists of Franklin County records and historical aerial and
topographic maps. Topographic mapping of the subject property began in 1917, and aerial
photography of the subject property began in 1948.
2.5 Special Terms and Conditions
This assessment was conducted during a specific period of time and relied upon publicly
available environmental and historical records, and the personal knowledge of those
interviewed for information about the subject property. Therefore, the findings and conclusions
included in this report are subject to the limitations of the accuracy and availability of the
environmental and historical records, and to the recollection of the interviewees.
2.6 User Reliance
Reliance on, or any use of this document, is reserved for the City and City-authorized entities
(the users of this document), for which it was prepared. Any outside reliance on, or use of this
document, including any of the information or conclusions contained herein, will be at the third
party's sole risk. No warranties or representations expressed or implied in this report are made
to any third party.
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3 – Site Description
3.1 Location and Legal Description
The address and size of the subject property is shown in Table 1 as recorded by the Franklin
County Assessor. The subject property is centered at latitude 46.310789 N, longitude
119.042998 W.
Table 1
Subject Property Information
Parcel No. Address
Department of Revenue
Code Current Use Acreage
124710063 E2NW4 34-10-30 Resource – Agriculture Irrigated
Agriculture 80
3.2 Site and Vicinity General Characteristics
The subject property is located on the broad terrace north of the Columbia River and is covered
primarily with irrigated crop and partially by sage and grass vegetation on dune ridges. The
subject property is bordered on all sides by irrigated agriculture, except for the west side which
is formerly undeveloped land that was recently graded in 2024. Other than dune ridges, the
property is nearly flat, sloping slightly to the south. The property is at an elevation 535 to 550
feet above mean sea level.
No structures exist on the subject property. Dirt roads to support irrigated agriculture follow
the subject property boundaries. An irrigation pivot hub is centered on the east property line.
The general location of the subject property is shown in Figure 2, Section 16.2. Site
photographs are included in Section 16.3. Aerial photographs and historical topographic maps
of the site vicinity are included in Section 16.4.
Groundwater wells with Washington State Department of Ecology (Ecology) tags BRJ-141 and
BRJ-142 are just off the northwest corner on adjacent parcel to the west (Section 16.3). Well
drilling records for these wells are included in the Ecology well database.
3.3 Current Use of the Property
The subject property is currently used for irrigated agriculture, and the majority of the property
is currently planted with timothy hay and irrigated with a pivot system. Abandoned barbed wire
and electric wire fencing borders portions of the southwest corner of the subject parcel; there
is no evidence of recent grazing (cattle manure, water troughs, cattle footprints) on the subject
property.
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3.4 Descriptions of Structures, Roads, and Other Improvements
on the Site
There are no existing structures on the subject property. Dirt roads traverse the parcel
boundaries. One irrigation pivot pump is located on the center of the eastern property
boundary, and a pivot irrigation system is connected to the pump (Section 16.3).
3.5 Current Uses of the Adjoining Property
The adjacent properties were visually observed during the site reconnaissance. The subject
property is bordered by irrigated agriculture on all sides except the west side, which borders
formerly undeveloped land that was graded in early 2024.
4 – User-Provided Information
4.1 Title Records
A title search was not performed as part of this Phase 1 ESA.
4.2 Environmental Liens or Activity and Use Limitations
According to Mr. Halliday, no environmental liens encumber the subject property.
4.3 Specialized Knowledge
Mr. Halliday was asked if he had specialized knowledge of recognized environmental conditions
on the subject property. Mr. Halliday did not know of any large spills or other possible
environmental conditions.
4.4 Commonly Known or Reasonably Ascertainable Information
Record information was reviewed from standard sources that were reasonably ascertainable .
Record information that is reasonably ascertainable means: 1) information that is publicly
available; 2) information that is obtainable from its source within reasonable time and cost
constraints; and 3) information that is practically reviewable. Record information includes
environmental databases from government agencies, topographic maps, and aerial
photographs (Section 16.4).
4.5 Valuation Reduction for Environmental Issues
No reduction of value for environmental issues on the parcel was indicated based on
discussions with Mr. Halliday.
4.6 Owner, Property Manager, and Occupant Information
Mr. Halliday stated that DS Ranch Holdings LLC has owned the subject property since November
2024 and uses the land for irrigated agriculture.
City of Pasco January 2026
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4.7 Reason for Performing Phase 1 ESA
This Phase 1 ESA was conducted to provide a due diligence review of available records and
historical or current activities, and visible observation of current site conditions to assess the
potential for the presence of hazardous materials and/or petroleum products on the subject
property as part of a potential use by the City.
5 – Records Review
5.1 Standard Environmental Record Sources
RH2 obtained information from standardized environmental databases compiled by
Environmental Data Resources, Inc. (EDR). The databases are updated several times per year.
There are no Polk City Directories, fire insurance maps, or Sanborn maps available for the
subject property.
Public environmental records include federal and state records. The database is summarized in
the attached EDR Radius Report executive summary (Section 16.5). Table 2 summarizes
database reviews and regulatory statuses of the subject property and off-site properties within
1 mile of the subject property. The locations of the off-site properties are shown in the
Environmental Database Summary in Section 16.5.
City of Pasco January 2026
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Table 2
Summary of Environmental Database Review and Regulatory Status
Federal or State Database1
Regulatory Status
of Subject Property
Regulatory Status of
Properties Within 1.0 Mile
of Subject Property
Significance of
Regulatory Status
Federal
NPL, Delisted NPL,
CERCLIS,RCRA CORRACTS,
RCRA Facility,
Institutional/Engineering
Controls ERNS
Not Listed None Listed None
RCRA-Small Quantity
Generator (SQG),
RCRA-CESQG
Not Listed None Listed None
CERCLIS – NFRAP Not Listed None Listed None
RCRA Non-Gen Not Listed None Listed None
State and Tribal*
Solid Waste Facility Not Listed None Listed None
Registered UST List Not Listed None Listed None
LUST List Not Listed None Listed None
Hazardous Site List (HSL) Not Listed None Listed None
Institutional/Engineering
Controls Not Listed None Listed None
Voluntary Cleanup Sites,
Independent Cleanup Report Not Listed None Listed None
CERCLIS Not Listed None Listed None
CSCSL NFA Not Listed One listed. None
Historical Auto Station Not Listed None Listed None
Historical Dry Cleaners Not Listed None Listed No information
1Refer to EDR summary in Section 16.5 for definitions of database acronyms.
No current or former activities using hazardous or toxic chemicals or spills of hazardous or toxic
chemicals were reported for the subject property.
5.2 Additional Environmental Record Sources
There are no additional environmental records for the subject property.
City of Pasco January 2026
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5.3 Physical Setting Source(s)
RH2 reviewed the 7.5-minute series of Glade 7.5-minute United States Geologic Survey (USGS)
topographic maps dated 1979, 1992, 2014, 2017, and 2020, and the 1:62,500 -scale Eltopia
topographic maps from 1915 and 1951. RH2 reviewed a series of USGS and US Department of
Agriculture aerial photographs dated 1948, 1954, 1964, 1973, 1982, 1996, 2005, 2009, 2013,
and 2017. These photographs and maps are presented in Section 16.4. A 2021 aerial
photograph on Google Earth was also reviewed.
The subject property is underlain by tens of feet of dune sand and more than 100 feet of
fine-grained outwash flood deposits (fine- to medium-grained sand). Basalt bedrock underlies
the subject property at a depth greater than 100 feet. Based on geologic mapping and the well
logs near the site, the native materials represent materials associated with Ice Age glacial floods
capped by eolian (windblown) fine-grained sediment. Groundwater occurs in basalt bedrock at
a depth greater than approximately 100 feet below the subject property.
5.4 Historical Use Information on the Property
Topographic maps and aerial imagery (Section 16.4) indicate that the subject property has
historically been unused except for occasional open-range grazing, and then for irrigated
agriculture since sometime mid-1996 (Figure 2, Section 16.2 and Section 16.3).
Topographic maps and aerial imagery (Section 16.4) indicate that the parcel was historically
unused until the mid-1990s.
5.5 Historical Use Information on Adjoining Properties
Historical use information for adjoining properties was obtained from a review of aerial
photographs and maps. Historical aerial photographs (Section 16.4) indicate that the area
northwest of Parcel No. 124710054 has been used as a feed lot since at least 1964 to date.
Aerial photographs indicate that adjacent lands began use for irrigated agriculture sometime
between 1973 and 1982.
6 – Site Reconnaissance
6.1 Methodology and Limiting Conditions
Mr. Steve Nelson, Washington State Licensed Geologist employed by RH2, toured the subject
property without restriction on December 20, 2025. Photographs presented in Section 16.3
document the visible conditions at the time of the observations. Mr. Nelson traversed the
perimeters of the parcels by vehicle and the interiors of the parcels by vehicle along the
irrigation roads and on foot throughout the parcel.
6.2 General Site Setting
The subject property primarily consists of flat or gently undulating terrain that has been graded
and is currently used for agricultural purposes, with some undisturbed areas in the northwest
and southwest corners consisting of northeasterly-trending sand dunes covered by sagebrush
City of Pasco January 2026
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and grasses. A perimeter road surrounds the subject parcel on all but the west side, which is
bordered by a rough track.
There are no surficial streams or routes for stormwater runoff.
6.3 Exterior Observations
The subject property is zoned “Resource Agriculture” by Franklin County.
There are no stockpiles of waste or granular fill on the subject property. Scattered inert
material (wood, plastic, metal) observed on the undisturbed portions of the subject parcel did
not appear to consist of or contain potential contaminants. Remnants of barbed wire/electric
wire fencing were observed at the southwest corner of the subject property.
6.4 Interior Observations
No structures with interiors exist on the subject parcel.
6.5 Potential Environmental Conditions
The subject property and adjacent parcels are used for irrigated agriculture. The risk that
agricultural chemicals and petroleum fuels and lubricants may have contaminated the soil
within the subject parcel and along the parcel boundaries is low.
The risk that abandoned equipment, metal drums, contaminated soil , or other sources of
dumping and disposal on the subject property has resulted in soil contamination is very low;
inspection of the parcels was thorough and complete.
7 – Interviews
7.1 Interview with Owner’s Representatives
In January 2026, RH2 interviewed Mr. Tyler Halliday, a representative of DS Ranch Holdings LLC,
the owner of the subject property (Section 16.6). Mr. Halliday said he has been associated with
the subject property from 2021 to date, when he had initially rented the subject property. He
then purchased the subject property in 2024 for irrigated agriculture of alfalfa, carrot seed, and
potatoes. He was unaware of spills of any kind during that time or any time prior to his direct
association with the site.
7.2 Interviews with Occupants
The subject property is not occupied.
7.3 Interviews with Local Government Officials
A representative of the City (Mr. Michael Henao) was contacted and asked about known
environmental conditions on the site. Mr. Henao was not aware of any environmental
conditions on or near the subject property.
City of Pasco January 2026
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7.4 Interviews with Others
No interviews were conducted with other individuals.
8 – Findings
8.1 Environmental Conditions at the Subject property
No indications of significant environmental conditions were observed at the subject property or
are apparent from environmental records for the subject property and adjacent properties.
8.2 Off-Site Environmental Conditions
The EDR database indicates no potential historical releases of contaminants within ½-mile of
the subject property.
9 – Opinion
The interpretation of the findings of this Phase 1 ESA is that environmental conditions that
potentially represent a risk to human health are present on the site in the form of shallow soil
that may contain trace concentrations of agricultural chemicals and petroleum hydrocarbons
associated with adjacent irrigated land use.
The risk from these potentially contaminated soils is direct human contact , but this risk is
insignificant.
10 – Conclusions
RH2 has performed a Phase 1 ESA in conformance with the scope and limitations of
ASTM E1527-21 for Parcel No. 124710063 owned by DS Ranch Holdings LLC. The subject
property is located approximately 4.6 miles north of downtown Pasco. Any exceptions to, or
deletions from, this practice are described in Section 2.4 of this report. This assessment has
revealed no evidence of recognized environmental conditions on the subject property.
11 – Deviations and Significant Gaps
The Phase 1 ESA followed the guidance of ASTM E1527-21 without deviation.
The entire parcel was observed; however, dense grass and shrubby vegetation in the
undisturbed areas of the subject property may have obscured existing site features. There is a
possibility that areas of illegal dumping may have occurred on the parcel and have been
overgrown and were not observed. This may be considered a potential gap in understanding of
site conditions. However, the ready access to the site, the aerial photographic record that
shows little site disturbance over the years, and the most probable sites for illegal dumping
near perimeter roads were also thoroughly observed, which makes this a potential but not
significant gap.
City of Pasco January 2026
Phase 1 Environmental Site Assessment PWRF Former Voss Parcel
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12 – Additional Services
No additional services were performed at the subject property.
13 – References
Site records obtained from federal and state environmental databases are presented in the EDR
Radius Report (Section 16.5). Other referenced reports are described specifically in this
document.
14 – Signature of Environmental Professional
I declare that, to the best of my professional knowledge and belief, I meet the definition of
Environmental Professional as defined in 40 Code of Federal Regulations (CFR) § 312.10. I have
the specific qualifications based on education, training, and experience to assess a property of
the nature, history, and setting of the subject property. I have developed and performed the
appropriate inquiries in conformance with the standards and practices set forth in
40 CFR § 312.
15 – Qualifications of Environmental Professional
Mr. Steve Nelson is a Washington State Licensed Geologist with 30 years of experience in
environmental site assessments in the State of Washington. Mr. Nelson has conducted
numerous similar Phase 1 ESAs and several Phase 2 ESAs on commercial, industrial, solid waste,
and hazardous waste properties throughout Washington State.
Appendices
16.1 Site Vicinity Map
1 mile
Source: Franklin County Base Map, gisportal.franklin.co.franklin.wa.us
Figure 1
Map of Subject Property
Phase 1 Environmental Site Assessment,
Process Water Reuse Facility Voss Parcel
Subject Property
Parcel 124710063
16.2 Map of Subject Property
1,000 feet
Source: Franklin County Base Map, gisportal.franklin.co.franklin.wa.us
Figure 2
Site Map
Phase 1 Environmental Site Assessment,
PWRF Former Voss Parcel
Subject Property
Parcel 124710063
16.3 Site Photographs
City of Pasco January 2026
16.3 Site Photographs PWRF Former Voss Parcel
From northeast corner looking south.
City of Pasco January 2026
16.3 Site Photographs PWRF Former Voss Parcel
From center of east property line looking southwest.
City of Pasco January 2026
16.3 Site Photographs PWRF Former Voss Parcel
From southwest corner looking north.
City of Pasco January 2026
16.3 Site Photographs PWRF Former Voss Parcel
From southwest corner looking east.
City of Pasco January 2026
16.3 Site Photographs PWRF Former Voss Parcel
From southeast corner looking west.
City of Pasco January 2026
16.3 Site Photographs PWRF Former Voss Parcel
Monitoring well just west of northwest corner.
City of Pasco January 2026
16.3 Site Photographs PWRF Former Voss Parcel
Metal debris in northwest corner.
City of Pasco January 2026
16.3 Site Photographs PWRF Former Voss Parcel
Plastic debris in northwest corner.
16.4 Historical Research Documentation
Historical Topographic Maps and Aerial Photographs
EDR Historical Topo Map Report
Inquiry Number:
6 Armstrong Road, 4th floor
Shelton, CT 06484
Toll Free: 800.352.0050
www.edrnet.com
with QuadMatch™
Pasco Voss
Not Reported
Pasco, WA 99301
December 22, 2025
8207585.4
EDR Historical Topo Map Report
EDR Inquiry #
Search Results:
P.O.#
Project:
Maps Provided:
Disclaimer - Copyright and Trademark Notice
EDR and its logos (including Sanborn and Sanborn Map) are trademarks of Environmental Data Resources, LLC or its affiliates. All other trademarks used herein
are the property of their respective owners.
page-
Coordinates:
Latitude:
Longitude:
UTM Zone:
UTM X Meters:
UTM Y Meters:
Elevation:
Contact:
Site Name: Client Name:
2020
2017
2014
1992
1979
1965
1951
1917
12/22/25
Pasco Voss RH2 Engineering, Inc
Not Reported 22722 29th Drive SE
Pasco, WA 99301 Bothell, WA 98021-0000
8207585.4 Steve Nelson
EDR Topographic Map Library has been searched by EDR and maps covering the target property location as provided by
RH2 Engineering, Inc were identified for the years listed below. EDR’s Historical Topo Map Report is designed to assist
professionals in evaluating potential liability on a target property resulting from past activities. EDRs Historical Topo Map
Report includes a search of a collection of public and private color historical topographic maps, dating back to the late
1800s.
02102636.08 46.311025 46° 18' 40" North
Pasco PWTF Voss ESA -119.043212 -119° 2' 36" West
Zone 11 North
342679.66
5130634.23
553.02' above sea level
This Report contains certain information obtained from a variety of public and other sources reasonably available to Environmental Data Resources, LLC. It cannot
be concluded from this Report that coverage information for the target and surrounding properties does not exist from other sources. This Report is provided on an
“AS IS”, “AS AVAILABLE” basis. NO WARRANTY EXPRESS OR IMPLIED IS MADE WHATSOEVER IN CONNECTION WITH THIS REPORT.
ENVIRONMENTAL DATA RESOURCES, LLC AND ITS SUBSIDIARIES, AFFILIATES AND THIRD PARTY SUPPLIERS DISCLAIM ALL WARRANTIES, OF ANY
KIND OR NATURE, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THIS REPORT OR ANY OF THE DATA AND INFORMATION PROVIDED IN
THIS REPORT, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS,
COMPREHENSIVENESS, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT,
MISAPPROPRIATION, OR OTHERWISE. ALL RISK IS ASSUMED BY THE USER. IN NO EVENT SHALL ENVIRONMENTAL DATA RESOURCES, LLC OR ITS
SUBSIDIARIES, AFFILIATES OR THIRD PARTY SUPPLIERS BE LIABLE TO ANYONE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL,
CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE, OR LOSS OF
DATA), ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS REPORT OR ANY OF THE DATA AND INFORMATION PROVIDED IN THIS REPORT.
Any analyses, estimates, ratings, environmental risk levels, or risk codes provided in this Report are provided for illustrative purposes only, and are not intended to
provide, nor should they be interpreted as providing any facts regarding, or prediction or forecast of, any environmental risk for any property. Only an assessment
performed by a qualified environmental professional can provide findings, opinions or conclusions regarding the environmental risk or conditions in, on or at any
property.
Copyright 2025 by Environmental Data Resources, Inc. All rights reserved. Reproduction in any media or format, in whole or in part, of any report or map of
Environmental Data Resources, Inc., or its affiliates, is prohibited without prior written permission.
8207585 4 2
page
Topo Sheet Key
This EDR Topo Map Report is based upon the following USGS topographic map sheets.
-
2020 Source Sheets
2020
Glade
7.5-minute, 24000
2017 Source Sheets
2017
Glade
7.5-minute, 24000
2014 Source Sheets
2014
Glade
7.5-minute, 24000
1992 Source Sheets
1992
Glade
7.5-minute, 24000
Aerial Photo Revised 1988
8207585 4 3
page
Topo Sheet Key
This EDR Topo Map Report is based upon the following USGS topographic map sheets.
-
1979 Source Sheets
1979
Glade
7.5-minute, 24000
Aerial Photo Revised 1973
1965 Source Sheets
1965
Eltopia
15-minute, 62500
Aerial Photo Revised 1964
1951 Source Sheets
1951
ELTOPIA
15-minute, 62500
1917 Source Sheets
1917
Pasco
30-minute, 125000
8207585 4 4
Historical Topo Map
page
SITE NAME:
ADDRESS:
CLIENT:
This report includes information from the
following map sheet(s).
-
EW
SW S SE
NW N NE
2020
0 Miles 0.25 0.5 1 1.5
Pasco Voss
Not Reported
Pasco, WA 99301
RH2 Engineering, Inc
TP, Glade, 2020, 7.5-minute
8207585 4 5
Historical Topo Map
page
SITE NAME:
ADDRESS:
CLIENT:
This report includes information from the
following map sheet(s).
-
EW
SW S SE
NW N NE
2017
0 Miles 0.25 0.5 1 1.5
Pasco Voss
Not Reported
Pasco, WA 99301
RH2 Engineering, Inc
TP, Glade, 2017, 7.5-minute
8207585 4 6
Historical Topo Map
page
SITE NAME:
ADDRESS:
CLIENT:
This report includes information from the
following map sheet(s).
-
EW
SW S SE
NW N NE
2014
0 Miles 0.25 0.5 1 1.5
Pasco Voss
Not Reported
Pasco, WA 99301
RH2 Engineering, Inc
TP, Glade, 2014, 7.5-minute
8207585 4 7
Historical Topo Map
page
SITE NAME:
ADDRESS:
CLIENT:
This report includes information from the
following map sheet(s).
-
EW
SW S SE
NW N NE
1992
0 Miles 0.25 0.5 1 1.5
Pasco Voss
Not Reported
Pasco, WA 99301
RH2 Engineering, Inc
TP, Glade, 1992, 7.5-minute
8207585 4 8
Historical Topo Map
page
SITE NAME:
ADDRESS:
CLIENT:
This report includes information from the
following map sheet(s).
-
EW
SW S SE
NW N NE
1979
0 Miles 0.25 0.5 1 1.5
Pasco Voss
Not Reported
Pasco, WA 99301
RH2 Engineering, Inc
TP, Glade, 1979, 7.5-minute
8207585 4 9
Historical Topo Map
page
SITE NAME:
ADDRESS:
CLIENT:
This report includes information from the
following map sheet(s).
-
EW
SW S SE
NW N NE
1965
0 Miles 0.25 0.5 1 1.5
Pasco Voss
Not Reported
Pasco, WA 99301
RH2 Engineering, Inc
TP, Eltopia, 1965, 15-minute
8207585 4 10
Historical Topo Map
page
SITE NAME:
ADDRESS:
CLIENT:
This report includes information from the
following map sheet(s).
-
EW
SW S SE
NW N NE
1951
0 Miles 0.25 0.5 1 1.5
Pasco Voss
Not Reported
Pasco, WA 99301
RH2 Engineering, Inc
TP, ELTOPIA, 1951, 15-minute
8207585 4 11
Historical Topo Map
page
SITE NAME:
ADDRESS:
CLIENT:
This report includes information from the
following map sheet(s).
-
EW
SW S SE
NW N NE
1917
0 Miles 0.25 0.5 1 1.5
Pasco Voss
Not Reported
Pasco, WA 99301
RH2 Engineering, Inc
TP, Pasco, 1917, 30-minute
8207585 4 12
The EDR Aerial Photo Decade Package
Pasco Voss
Not Reported
Pasco, WA 99301
Inquiry Number:
December 24, 2025
8207585.8
6 Armstrong Road, 4th floor
Shelton, CT 06484
Toll Free: 800.352.0050
www.edrnet.com
2023 1"=500'Flight Year: 2023 USDA/NAIP
2019 1"=500'Flight Year: 2019 USDA/NAIP
2015 1"=500'Flight Year: 2015 USDA/NAIP
2011 1"=500'Flight Year: 2011 USDA/NAIP
2006 1"=500'Flight Year: 2006 USDA/NAIP
1996 1"=500'Acquisition Date: July 05, 1996 USGS/DOQQ
1982 1"=500'Flight Date: August 01, 1982 USDA
1977 1"=500'Flight Date: July 01, 1977 USGS
1973 1"=500'Flight Date: July 01, 1973 USGS
1952 1"=500'Flight Date: October 17, 1952 USGS
1948 1"=500'Flight Date: June 02, 1948 USGS
EDR Aerial Photo Decade Package 12/24/25
Pasco Voss
Site Name:Client Name:
RH2 Engineering, Inc
Not Reported 22722 29th Drive SE
Pasco, WA 99301 Bothell, WA 98021-0000
EDR Inquiry #8207585.8 Contact:Steve Nelson
Environmental Data Resources, Inc. (EDR) Aerial Photo Decade Package is a screening tool designed to assist
environmental professionals in evaluating potential liability on a target property resulting from past activities. EDR’s
professional researchers provide digitally reproduced historical aerial photographs, and when available, provide one photo
per decade.
Search Results:
Year Scale Details Source
When delivered electronically by EDR, the aerial photo images included with this report are for ONE TIME USE
ONLY. Further reproduction of these aerial photo images is prohibited without permission from EDR. For more
information contact your EDR Account Executive.
Disclaimer - Copyright and Trademark Notice
Copyright 2025 by Environmental Data Resources, Inc. All rights reserved. Reproduction in any media or format, in whole or in part, of any report or map of
Environmental Data Resources, Inc., or its affiliates, is prohibited without prior written permission.
EDR and its logos (including Sanborn and Sanborn Map) are trademarks of Environmental Data Resources, LLC or its affiliates. All other trademarks used herein
are the property of their respective owners.
8207585 8-page 2
This Report contains certain information obtained from a variety of public and other sources reasonably available to Environmental Data Resources, LLC. It cannot
be concluded from this Report that coverage information for the target and surrounding properties does not exist from other sources. This Report is provided on an
“AS IS”, “AS AVAILABLE” basis. NO WARRANTY EXPRESS OR IMPLIED IS MADE WHATSOEVER IN CONNECTION WITH THIS REPORT.
ENVIRONMENTAL DATA RESOURCES, LLC AND ITS SUBSIDIARIES, AFFILIATES AND THIRD PARTY SUPPLIERS DISCLAIM ALL WARRANTIES, OF ANY
KIND OR NATURE, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THIS REPORT OR ANY OF THE DATA AND INFORMATION PROVIDED IN
THIS REPORT, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS,
COMPREHENSIVENESS, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT,
MISAPPROPRIATION, OR OTHERWISE. ALL RISK IS ASSUMED BY THE USER. IN NO EVENT SHALL ENVIRONMENTAL DATA RESOURCES, LLC OR ITS
SUBSIDIARIES, AFFILIATES OR THIRD PARTY SUPPLIERS BE LIABLE TO ANYONE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL,
CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE, OR LOSS OF
DATA), ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS REPORT OR ANY OF THE DATA AND INFORMATION PROVIDED IN THIS REPORT.
Any analyses, estimates, ratings, environmental risk levels, or risk codes provided in this Report are provided for illustrative purposes only, and are not intended to
provide, nor should they be interpreted as providing any facts regarding, or prediction or forecast of, any environmental risk for any property. Only an assessment
performed by a qualified environmental professional can provide findings, opinions or conclusions regarding the environmental risk or conditions in, on or at any
property.
8207585.8
2023
= 500'
8207585.8
2019
= 500'
8207585.8
2015
= 500'
8207585.8
2011
= 500'
8207585.8
2006
= 500'
8207585.8
1996
= 500'
8207585.8
1982
= 500'
8207585.8
1977
= 500'
8207585.8
1973
= 500'
8207585.8
1952
= 500'
8207585.8
1948
= 500'
16.5 Regulatory Records Documentation
Publicly available federal and state records are in the EDR Radius Report.
This section contains the EDR Radius Report Executive Summary and Maps.
FORM-LBC-TFS
®kcehCoeG htiw tropeR ™paM suidaR RDE ehT
6 Armstrong Road, 4th floor
Shelton, CT 06484
Toll Free: 800.352.0050
www.edrnet.com
Pasco Voss
Not Reported
Pasco, WA 99301
Inquiry Number: 8207585.2s
December 22, 2025
TABLE OF CONTENTS
LIGHTBOX LIVE
Open LightBox Live to access data, tools, and advanced analytics in one online platform.
http://www.web.edrnet.com/ordering/switchboard/login.aspx?s=goto_lightbox&pguid=DE8BCF31-8545-4A12-A2E3-067199D98FD6
SECTION PAGE
Executive Summary ES1
Overview Map 2
Detail Map 3
Map Findings Summary 4
Map Findings 8
Orphan Summary 9
Government Records Searched/Data Currency Tracking GR-1
GEOCHECK ADDENDUM
Physical Setting Source Addendum A-1
Physical Setting Source Summary A-2
Physical Setting SSURGO Soil Map A-5
Physical Setting Source Map A-11
Physical Setting Source Map Findings A-13
Physical Setting Source Records Searched PSGR-1
Disclaimer - Copyright and Trademark Notice
This Report contains certain information obtained from a variety of public and other sources reasonably available to Environmental Data
Resources, LLC. It cannot be concluded from this Report that coverage information for the target and surrounding properties does not exist
from other sources. This Report is provided on an "AS IS", "AS AVAILABLE" basis. NO WARRANTY EXPRESS OR IMPLIED IS MADE
WHATSOEVER IN CONNECTION WITH THIS REPORT. ENVIRONMENTAL DATA RESOURCES, LLC AND ITS SUBSIDIARIES,
AFFILIATES AND THIRD PARTY SUPPLIERS DISCLAIM ALL WARRANTIES, OF ANY KIND OR NATURE, EXPRESS OR IMPLIED,
ARISING OUT OF OR RELATED TO THIS REPORT OR ANY OF THE DATA AND INFORMATION PROVIDED IN THIS REPORT,
INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS,
COMPREHENSIVENESS, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT,
MISAPPROPRIATION, OR OTHERWISE. ALL RISK IS ASSUMED BY THE USER. IN NO EVENT SHALL ENVIRONMENTAL DATA
RESOURCES, LLC OR ITS SUBSIDIARIES, AFFILIATES OR THIRD PARTY SUPPLIERS BE LIABLE TO ANYONE FOR ANY DIRECT,
INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING BUT NOT LIMITED
TO LOSS OF PROFITS, LOSS OF USE, OR LOSS OF DATA) INFORMATION PROVIDED IN THIS REPORT. Any analyses, estimates,
ratings, environmental risk levels, or risk codes provided in this Report are provided for illustrative purposes only, and are not intended to
provide, nor should they be interpreted as providing any facts regarding, or prediction or forecast of, any environmental risk for any property.
Only an assessment performed by a qualified environmental professional can provide findings, opinions or conclusions regarding the
environmental risk or conditions in, on or at any property.
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TC8207585.2s Page 1
EXECUTIVE SUMMARY
TC8207585.2s EXECUTIVE SUMMARY 1
A search of available environmental records was conducted by Environmental Data Resources, Inc (EDR).
The report was designed to assist parties seeking to meet the search requirements of EPA’s Standards
and Practices for All Appropriate Inquiries (40 CFR Part 312), the ASTM Standard Practice for
Environmental Site Assessments (E1527 - 21), the ASTM Standard Practice for Environmental Site
Assessments for Forestland or Rural Property (E2247 - 23), the ASTM Standard Practice for Limited
Environmental Due Diligence: Transaction Screen Process (E1528 - 22) or custom requirements developed
for the evaluation of environmental risk associated with a parcel of real estate.
TARGET PROPERTY INFORMATION
ADDRESS
NOT REPORTED
PASCO, WA 99301
COORDINATES
46.3110250 - 46˚ 18’ 39.69’’Latitude (North):
119.0432120 - 119˚ 2’ 35.56’’Longitude (West):
Zone 11Universal Tranverse Mercator:
342674.9UTM X (Meters):
5130416.0UTM Y (Meters):
553 ft. above sea levelElevation:
USGS TOPOGRAPHIC MAP ASSOCIATED WITH TARGET PROPERTY
14732459 GLADE, WATarget Property Map:
2020Version Date:
AERIAL PHOTOGRAPHY IN THIS REPORT
20230630Portions of Photo from:
USDASource:
8207585.2s Page 2
NO MAPPED SITES FOUND
MAPPED SITES SUMMARY
Target Property Address:
NOT REPORTED
PASCO, WA 99301
Click on Map ID to see full detail.
MAP RELATIVE DIST (ft. & mi.)
ID DATABASE ACRONYMS ELEVATION DIRECTIONSITE NAME ADDRESS
EXECUTIVE SUMMARY
TC8207585.2s EXECUTIVE SUMMARY 3
TARGET PROPERTY SEARCH RESULTS
The target property was not listed in any of the databases searched by EDR.
DATABASES WITH NO MAPPED SITES
No mapped sites were found in EDR’s search of available ("reasonably ascertainable ") government
records either on the target property or within the search radius around the target property for the
following databases:
STANDARD ENVIRONMENTAL RECORDS
Lists of Federal NPL (Superfund) sites
NPL National Priority List
Proposed NPL Proposed National Priority List Sites
NPL LIENS Federal Superfund Liens
Lists of Federal Delisted NPL sites
Delisted NPL National Priority List Deletions
Lists of Federal sites subject to CERCLA removals and CERCLA orders
FEDERAL FACILITY Federal Facility Site Information listing
SEMS Superfund Enterprise Management System
Lists of Federal CERCLA sites with NFRAP
SEMS-ARCHIVE Superfund Enterprise Management System Archive
Lists of Federal RCRA facilities undergoing Corrective Action
CORRACTS Corrective Action Report
Lists of Federal RCRA TSD facilities
RCRA-TSDF RCRA - Treatment, Storage and Disposal
Lists of Federal RCRA generators
RCRA-LQG RCRA - Large Quantity Generators
RCRA-SQG RCRA - Small Quantity Generators
RCRA-VSQG RCRA - Very Small Quantity Generators (Formerly Conditionally Exempt Small Quantity
Generators)
Federal institutional controls / engineering controls registries
LUCIS Land Use Control Information System
EXECUTIVE SUMMARY
TC8207585.2s EXECUTIVE SUMMARY 4
US ENG CONTROLS Engineering Controls Sites List
US INST CONTROLS Institutional Controls Sites List
Federal ERNS list
ERNS Emergency Response Notification System
Lists of state- and tribal (Superfund) equivalent sites
HSL Hazardous Sites List
Lists of state- and tribal hazardous waste facilities
CSCSL Confirmed and Suspected Contaminated Sites List
Lists of state and tribal landfills and solid waste disposal facilities
SWF/LF Solid Waste Facility Database
Lists of state and tribal leaking storage tanks
LUST Leaking Underground Storage Tanks Site List
INDIAN LUST Leaking Underground Storage Tanks on Indian Land
Lists of state and tribal registered storage tanks
FEMA UST Underground Storage Tank Listing
UST Underground Storage Tank Database
AST Aboveground Storage Tank Locations
INDIAN UST Underground Storage Tanks on Indian Land
State and tribal institutional control / engineering control registries
INST CONTROL Institutional Control Site List
Lists of state and tribal voluntary cleanup sites
VCP Voluntary Cleanup Program Sites
INDIAN VCP Voluntary Cleanup Priority Listing
ICR Independent Cleanup Reports
PTAP PTAP Site Listing
Lists of state and tribal brownfield sites
BROWNFIELDS Brownfields Sites Listing
ADDITIONAL ENVIRONMENTAL RECORDS
Local Brownfield lists
US BROWNFIELDS A Listing of Brownfields Sites
Local Lists of Landfill / Solid Waste Disposal Sites
SWRCY Recycling Facility List
EXECUTIVE SUMMARY
TC8207585.2s EXECUTIVE SUMMARY 5
SWTIRE Solid Waste Tire Facilities
INDIAN ODI Report on the Status of Open Dumps on Indian Lands
ODI Open Dump Inventory
DEBRIS REGION 9 Torres Martinez Reservation Illegal Dump Site Locations
IHS OPEN DUMPS Open Dumps on Indian Land
Local Lists of Hazardous waste / Contaminated Sites
US HIST CDL Delisted National Clandestine Laboratory Register
ALLSITES Facility/Site Identification System Listing
CDL Clandestine Drug Lab Contaminated Site List
HIST CDL List of Sites Contaminated by Clandestine Drug Labs
CSCSL NFA Confirmed & Contaminated Sites - No Further Action
US CDL National Clandestine Laboratory Register
Local Land Records
LIENS 2 CERCLA Lien Information
Records of Emergency Release Reports
HMIRS Hazardous Materials Information Reporting System
SPILLS Reported Spills
SPILLS 90 SPILLS 90 data from FirstSearch
Other Ascertainable Records
RCRA NonGen / NLR RCRA - Non Generators / No Longer Regulated
FUDS Formerly Used Defense Sites
DOD Department of Defense Sites
SCRD DRYCLEANERS State Coalition for Remediation of Drycleaners Listing
US FIN ASSUR Financial Assurance Information
EPA WATCH LIST EPA WATCH LIST
2020 COR ACTION 2020 Corrective Action Program List
TSCA Toxic Substances Control Act
TRIS Toxic Chemical Release Inventory System
SSTS Section 7 Tracking Systems
ROD Records Of Decision
RMP Risk Management Plans
RAATS RCRA Administrative Action Tracking System
PRP Potentially Responsible Parties
PADS PCB Activity Database System
ICIS Integrated Compliance Information System
FTTS FIFRA/ TSCA Tracking System - FIFRA (Federal Insecticide, Fungicide, & Rodenticide
Act)/TSCA (Toxic Substances Control Act)
MLTS Material Licensing Tracking System
COAL ASH DOE Steam-Electric Plant Operation Data
COAL ASH EPA Coal Combustion Residues Surface Impoundments List
PCB TRANSFORMER PCB Transformer Registration Database
RADINFO Radiation Information Database
HIST FTTS FIFRA/TSCA Tracking System Administrative Case Listing
DOT OPS Incident and Accident Data
CONSENT Superfund (CERCLA) Consent Decrees
INDIAN RESERV Indian Reservations
FUSRAP Formerly Utilized Sites Remedial Action Program
EXECUTIVE SUMMARY
TC8207585.2s EXECUTIVE SUMMARY 6
UMTRA Uranium Mill Tailings Sites
LEAD SMELTERS Lead Smelter Sites
US AIRS Aerometric Information Retrieval System Facility Subsystem
US MINES Mines Master Index File
MINES MRDS Mineral Resources Data System
ABANDONED MINES Abandoned Mines
FINDS Facility Index System/Facility Registry System
UXO Unexploded Ordnance Sites
DOCKET HWC Hazardous Waste Compliance Docket Listing
ECHO Enforcement & Compliance History Information
FUELS PROGRAM EPA Fuels Program Registered Listing
PFAS NPL Superfund Sites with PFAS Detections Information
PFAS FEDERAL SITES Federal Sites PFAS Information
PFAS TSCA PFAS Manufacture and Imports Information
PFAS TRIS List of PFAS Added to the TRI
PFAS RCRA MANIFEST PFAS Transfers Identified In the RCRA Database Listing
PFAS ATSDR PFAS Contamination Site Location Listing
PFAS WQP Ambient Environmental Sampling for PFAS
PFAS PROJECT NORTHEASTERN UNIVERSITY PFAS PROJECT
PFAS NPDES Clean Water Act Discharge Monitoring Information
PFAS ECHO Facilities in Industries that May Be Handling PFAS Listing
PFAS ECHO FIRE TRAIN Facilities in Industries that May Be Handling PFAS Listing
PFAS PT 139 AIRPORT All Certified Part 139 Airports PFAS Information Listing
AQUEOUS FOAM NRC Aqueous Foam Related Incidents Listing
BIOSOLIDS ICIS-NPDES Biosolids Facility Data
UST FINDER RELEASE UST Finder Releases Database
UST FINDER UST Finder Database
E MANIFEST Hazardous Waste Electronic Manifest System
PFAS PFAS Contamination Site Location Listing
AQUEOUS FOAM Firefighting Foam Incidents
AIRS Washington Emissions Data System
ASBESTOS ASBESTOS
COAL ASH Coal Ash Disposal Site Listing
DRYCLEANERS Drycleaner List
Financial Assurance Financial Assurance Information Listing
Inactive Drycleaners Inactive Drycleaners
MANIFEST Hazardous Waste Manifest Data
NPDES Water Quality Permit System Data
UIC Underground Injection Wells Listing
EDR HIGH RISK HISTORICAL RECORDS
EDR Exclusive Records
EDR MGP EDR Proprietary Manufactured Gas Plants
EDR Hist Auto EDR Exclusive Historical Auto Stations
EDR Hist Cleaner EDR Exclusive Historical Cleaners
EDR RECOVERED GOVERNMENT ARCHIVES
Exclusive Recovered Govt. Archives
RGA HWS Recovered Government Archive State Hazardous Waste Facilities List
EXECUTIVE SUMMARY
TC8207585.2s EXECUTIVE SUMMARY 7
RGA LF Recovered Government Archive Solid Waste Facilities List
RGA LUST Recovered Government Archive Leaking Underground Storage Tank
SURROUNDING SITES: SEARCH RESULTS
Surrounding sites were not identified.
Unmappable (orphan) sites are not considered in the foregoing analysis.
EXECUTIVE SUMMARY
TC8207585.2s EXECUTIVE SUMMARY 8
There were no unmapped sites in this report.
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16.6 Interview Documentation
Interviews with:
Mr. Tyler Halliday and Mr. Michael Henao
are presented in total in sections herein.
16.7 Special Contractual Conditions
Between User and Environmental
Professional
None.
16.8 Qualification(s) of the
Environmental Professional(s)
Refer to Section 15.