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HomeMy WebLinkAboutWest Pasco LLC Partial Assignment of Purchase AgreementPARTIAL ASSIGNMENT OF PURCHASE AGREEMENT THIS PARTIAL ASSIGNMENT OF PURCHASE AGREEMENT ( "Assignment') is entered into this 3rd day of December, 2013, by and between the City of Pasco, Washington, a Municipal Corporation, hereinafter referred to as "Assignor'; and West Pasco, LLC, a Washington Limited Liability Company, hereinafter referred to as "Assignee." WHEREAS, Assignor has entered into a Real Estate Purchase Agreement between Old Standard Life Insurance Company, in Liquidation, an Idaho Corporation, as "Seller", and the Assignor as "Buyer ", for the purchase of real property ( "Property") consisting of approximately 28 acres, and more particularly described in the Purchase and Sale Agreement attached as Exhibit A and incorporated hereto, which sale is scheduled to close on January 31, 2014; and WHEREAS, the Assignor desires to assign to Assignee, and Assignee desires to accept from Assignor, Assignor's right to acquire a portion of the property at the time of closing. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor and the Assignee agree as follows: 1. Assignment. Assignor hereby assigns and sets over to Assignee, Assignor's right to acquire that portion of the property as described in Section 2 below, and the related representations and warranties of Seller with respect thereto, and Assignee hereby accepts such assignment and assumes the obligations of Assignor under the Purchase Agreement with respect to the assigned property. 2. Assigned Property. The assigned property consists of 13.8 acres, more particularly described in Exhibit B, attached hereto and incorporated herein by this reference, which constitutes 49.6 percent of the Property. 3. Closine. At closing, Assignee shall pay $1,388,800.00 constituting 49.6 percent of the total purchase price of $2,800,000.00, together with 50% of the "Buyers" closing costs as designated in the Purchase Agreement. 4. Additional Consideration. As additional consideration and essential to this Agreement, the Assignor's intent incident to this Assignment is that the assigned property be put to beneficial use to increase the tax base and promote commercial development within the City of Pasco. For that purpose, Assignee warrants to: A. Promote use of the property for urban development in conformance with the City's Comprehensive Plan. B. Coordinate its efforts and cooperate with the Assignor for development of the property as a single, complimentary, and compatible development. C. Obtain written approval by the City of any sale or development of the property by written notice at least thirty (30) days prior to the closing or commitment of such property for development, sale, or long -term lease, which approval shall not be unreasonably withheld, and shall be in addition to any land use permitting decision required by law. D. In the event that the Assignor secures a development commitment for a development that exceeds the amount of the Assignor's retained property, the Assignee agrees to sell to the Assignor all or a part of the assigned property to the City or its Assignee for a specific development approved by the City at the same price /sq ft as that paid to the City by the specific development sponsor provided, however, the Assignor provides at least 30 days advanced written notice of its intent to purchase all or portions of the assigned property; identifies that specific portion of the assigned property to be purchased by the City or its Assignee, and such portion shall not unreasonably impair the value or the development potential of the Assignee's remaining portion of the assigned property. E. Use best efforts to provide for the prompt development of the property utilizing reasonable efforts to market the property as is customary for the marketing of commercial property within the Tri-City region. The provisions of this Section shall survive closing. 5. General Provisions. For the purpose of this Agreement, time is of the essence. hi the event of a dispute between the parties regarding the breach, enforcement or interpretation of this Agreement, the parties shall first meet in a good faith effort to resolve the dispute. In the event the dispute cannot be resolved by agreement of the parties, said dispute shall be resolved by arbitration pursuant to RCW 7.04A, as amended, with both parties waiving the right of a jury trial upon trial de novo, with venue placed in Pasco, Franklin County, Washington. The substantially prevailing party shall be entitled to its reasonable attorney fees and costs as additional award and judgment against the other. 6. Counterparts. This Assignment may be executed in any number of counterparts. Each such counterpart shall be deemed an original. IN WITNESS WHEREOF, this Partial Assignment is effective this 3rd day of December, 2013. ASSIGNEE: West Pasco, LLC Leonard Dietrich, Manager Partial Assignment of Purchase Agreement - 2 REAL ESTATE PURCHASE AGREEMENT, SUBJECT TO LIQUIDATION COURT CONFIRMATION THIS REAL ESTATE PURCHASE AGREEMENT, SUBJECT TO LIQUIDATION COURT CONFIRMATION ( "Agreement) is entered into as of the date signed by the last of the parties hereto (the "Effective Date ") by and between OLD STANDARD LIFE INSURANCE COMPANY, IN LIQUIDATION, an Idaho Corporation ( "Seller') and THE CITY OF PASCO, and /or assigns ( "Buyer'). ARTICLE 1. PROPERTY; PURCHASE PRICE SECTION 1.01. Buyer agrees to purchase from Seller all of Seller's right title and interest in and to that certain real property located in the City of Pasco, Franklin County, State of Washington, more particularly described on Exhibit A attached hereto and by this reference incorporated herein and all fixtures, buildings, and improvements thereon (the "Property') on the terns and conditions set forth below. SECTION 1.02. The purchase price for the Property shall be the sum of Two Million Eight Hundred Thousand and No /100ths Dollars ($2,800,000.00) payable by Buyer to Seller as follows: (a) $60,000 To be deposited by the Buyer in escrow with the Title Company within one (1) business days after the Effective Date (the "Deposit"). Initially, the Deposit shall consist of an earnest money note in the form attached hereto as Exhibit B (the 'Earnest Money Note "). The Earnest Money Note shall be converted to cash upon Buyer's issuance of a Notice to Proceed. (b) $2,740,000 Balance due at Closing. (c) $2,800,000 Total Purchase Price ARTICLE 2. ESCROW SECTION 2.01. OPENING ESCROW AND CLOSING. An escrow shall be opened at First American Title Insurance Company, 2D0 SW Market Street, Suite 250, Portland, Oregon 97201, herein referred to as the "Title Company", to consummate the purchase of the Property pursuant to this Agreement. The closing of the sale and conveyance of title on the terms and conditions hereof (the "Closing") will take place commencing at 10:00 A.M. at the office of the Title Company, or at such other time and /or location as the parties agree, on January 31, 2014 (the "Closing Date "); provided that if such date is not a business day, on the next succeeding business day. SECTION 2.02. CONDITIONS OF CLOSING. The Closing of sale and conveyance of title to the Buyer and the respective obligations of Buyer and Seller to consummate the transactions contemplated under this Agreement are conditioned on: 37711010 11120/12 _ Mhlgleykold standard lWbroadnmr 1 139600 psa.3 (a) Liquidator and/or Court Confirmation of this sale as follows: Seller shall have accepted this Agreement by executing below in the space provided. When this Agreement has been accepted in this manner, it shall constitute a binding obligation upon the Buyer to purchase and Seller to sell the Property on the terms and conditions as set forth herein. 2. Seller shall petition the District Court of the Fourth Judicial District of the State of Idaho, in and for the County of Ada, in connection with Case Number CV OC 0401574D (hereinafter "Court") for confirmation of this Agreement no later than thirty (30) days after the date of Buyer's issuance of the Notice to Proceed. The Court shall have entered an order approving this Agreement and the transactions contemplated hereunder (the "Sale Order). Upon the Court's entry of the Sale Order, the Deposit shall be disbursed to Seller; provided, however, if a party objected to entry of the Sale Order, then the Deposit shall not be disbursed to Seller until the Sale Order becomes a Final Order. The parties hereby authorize and direct the Title Company to disburse the Deposit to Seller. If the Court denies Seller's motion for the Sale Order, then this Agreement shall automatically terminate and the Deposit shall be refunded to Buyer. 4. The Sale Order shall have become a Final Order. As used in this Agreement the term "Final Order" shall mean an order of the Court as to which the time for appeal has expired without a notice of appeal having been filed or, if a notice of appeal has been filed, as to which no stay pending appeal has been entered; provided that the possibility that a motion under Rule 59 or Rule 60 of the Idaho Rules of Civil Procedure, may be filed with respect to such order shall not cause such order not to be a Final Order. (b) No domestic or foreign, federal, state, county, parish, municipal or other local court, agency, department, legislative body, commission, council, board or other administrative of governmental body shall have issued any order, writ, judgment, injunction, decree, determination or award that directs that the transactions contemplated hereunder not be consummated. (c) The conveyance to Buyer of title by Special Warranty Deed free of liens, encumbrances, easements, restrictions, rights and conditions of record or known to Seller, other than the following (each a "Permitted Encumbrance "): 1. Current property taxes and current bond(s) or improvement assessmeni(s), if any; 2. Matters not in the public record which would be disclosed by a survey or physical inspection of the Property; and 3771/010 11=112 _ mh1916&1d standard Id w albrdrnmr 2 palm psa.3 3. Covenants, conditions, restrictions, easements, and other matters of record, if any, unless disapproved by Buyer in writing within twenty (20) days of receipt of a current commitment for issuance of an ALTA owner's policy in the amount of the Purchase Price issued by the Title Company, together with legible copies of all documents referenced therein (collectively, the "Title Commitment'), which shall be furnished at Seller's expense. Any matter shown on such Title Commitment and not objected to by Buyer shall be a Permitted Encumbrance hereunder. Seller will have five (5) days after receipt of Buyer's objections to cure such objections. If Buyer's objections are not cured within such 5-day period, Buyer will have the option to either: (a) terminate this Agreement, in which case the Deposit shall be refunded to Buyer; or (b) waive the objections and proceed to Closing, in which case such matters shall be Permitted Encumbrances. Seller shall furnish the Title Commitment to Buyer within ten (10) days after Seller's acceptance. At the Closing, Seller shall cause the Title Company to irrevocably commit to issue an owner's policy of title insurance in the form of a "marked up" Title Commitment or a proforme showing title to the Property vested in Buyer subject only to the Permitted Encumbrances. Seller shall pay the portion of the title insurance premium applicable to a standard ALTA form owner's policy. Buyer shall pay the portion of the premium attributable to extended coverage and the cost of any endorsements required by Buyer. (d) [Intentionally omitted). (e) The purchase of the Property is contingent upon a ninety (90) day due diligence and feasibility period (hereinafter referred to as the "Due Diligence Tenn ") which shall commence upon the Effective Date. During the Due Diligence Term, Buyer may complete physical and geological inspections of the Property and improvements thereon, including but not limited to, taking soil borings as desired, obtaining engineering studies, and such other matters relating to the Property as Buyer deems appropriate, so as to ensure that the Property is acceptable in its "As -Is" condition. Such inspection shall be at Buyer's sole cost and expense. Buyer will indemnify, defend, and hold Seller harmless from and against any claims for injury or death to persons, damage to property or other losses, actual damages or claims, including, without limitation, claims of any tenants, and including, in each instance, reasonable attorneys' fees and litigation costs, arising out of any action of any person or firm entering the Property on Buyer's behalf as aforesaid, which indemnity shall expressly survive Closing or the earlier expiration or termination of this Agreement. BUYER IS PURCHASING THE PROPERTY "AS IS, WHERE IS" IN ITS PRESENT CONDITION. BUYER HAS THE OPPORTUNITY TO INSPECT THE PROPERTY AS PROVIDED HEREIN. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH 3771/010 11/20/12 _3. cahlgleyWd standard Idelbroadrnwr Pasco psa.3 RESPECT TO, HEREBY DISCLAIMS, AND SHALL HAVE NO LIABILITY FOR, (A) THE CONDITION OF THE PROPERTY OR ANY BUILDINGS, A STRUCTURES OR IMPROVEMENTS THEREON OR THE SUITABILITY OF °�.1�; THE PROPERTY FOR HABITATION OR FOR BUYER'S INTENDED USE, 3 1 (B) ANY APPLICABLE BUILDING, ZONING OR FIRE LAWS OR L s REGULATIONS OR WITH RESPECT TO THE EXISTENCE OF OR 1 COMPLIANCE WITH ANY REQUIRED PERMITS, IF ANY, OF ANY i 2 GOVERNMENTAL AUTHORITY; (C) THE AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER OR UTILITIES, ANY RIGHTS THERETO, OR ANY WATER, SEWER OR UTILITY DISTRICTS, (D) ACCESS TO ANY PUBLIC OR > PRIVATE SANITARY SEWER OR UTILITY SYSTEMS; OR (E) THE PRESENCE OF ANY HAZARDOUS SUBSTANCES AT THE PROPERTY OR ANY IMPROVEMENTS ON THE PROPERTY, INCLUDING WITHOUT a y LIMITATION ASBESTOS OR UREA - FORMALDEHYDE, OR THE PRESENCE OF ANY ENVIRONMENTALLY HAZARDOUS WASTES OR MATERIALS ON OR UNDER THE PROPERTY. BUYER ACKNOWLEDGES THAT BUYER IS — L GIVEN THE OPPORTUNITY UNDER THIS AGREEMENT TO FULLY INSPECT THE PROPERTY AND BUYER ASSUMES THE RESPONSIBILITY AND RISKS a, OF ALL DEFECTS AND CONDITIONS AT THE PROPERTY, INCLUDING; WITHOUT LIMITATION, SUCH DEFECTS AND CONDITIONS, IF ANY, THAT > CANNOT BE OBSERVED BY CASUAL INSPECTION. V y .1 During the term of this Agreement and at any time following the expiration or r earlier termination thereof, upon Seller's request, Buyer shall provide Seller with 4 .3 copies of any third party reports or surveys obtained by Buyer during the Due U Diligence Term and any extensions thereof at no cost to the Seller. L1Yrht �Pu le V's Prior to the end of the Due Diligence Term, the Buyer must accept the Property in its "As Is" condition. Said acceptance must be delivered to the Seller in writing reflecting that all contingencies set forth in this subsection (e) have been removed and Buyer's acceptance or waiver of all title matters in Section 2.02(c) (the "Notice to Proceed'). Upon Buyer's issuance of the Notice to Proceed (i) the Earnest Money Note shall be converted to cash, and (ii) subject to Section 2.03 below, the Deposit shall be non - refundable to Buyer but applicable to the Purchase Price. If for any reason during Due Diligence Term, Buyer finds the Property unacceptable, in Buyer's sole and absolute discretion, Buyer must advise Seller in writing and the Agreement thereupon shall be terminated and the Earnest Money Note shall be returned to Buyer. If Buyer fails to issue the Notice to Proceed on or before the last day of the Due Diligence Term, then this Agreement shall automatically terminate and the Earnest Money Note shall be returned to Buyer. SECTION 2.03. FAILURE OF CONDITIONS. If any condition specified in Section 2.02 above is not satisfied or waived within one hundred eighty (180) days after the Effective Dale, then either party may, at any time thereafter, elect to terminate this Agreement by giving written notice to the other party and the Title Company. The Title Company shall be, and is hereby, irrevocably instructed by Seller on receipt of such notice from either 3771/010 11/20/12 4- cshlocylokl standard lifelbroadr r pasco psa.3 Party, to immediately refund to Buyer all monies and instruments deposited in escrow pursuant to this Agreement by Buyer. SECTION 2.04. PRORATIONS. The following prorations shall be made between Buyer and Seller at Closing: property taxes, rents, homeowner's /association dues (if applicable), and N/A . SECTION 2.05. BONDS AND ASSESSMENTS. Any bonds or improvement assessments which are a lien on the Property shall, at Closing, be paid /assumed by Buyer, except any past due /delinquent amounts shall be paid by Seller at Closing. SECTION 2.06. BROKERS' COMPENSATION AND DISPOSITION FEES. If Buyer is confirmed as the purchaser of the Property and thereafter performs in accordance with this Agreement, any and all compensation and disposition fees due to real estate or other brokers shall be paid by Seller at Closing based upon the confirmed sales price or, if no overbidding occurs, as follows: N/A of the accepted price to N/A who represents Seller; and N/A of the accepted price to N/A who represents Buyer. Seller and Buyer each warrant that they have dealt with no other real estate brokers in connection with this transaction except those brokers stated above. SECTION 2.07. EXPENSES OF ESCROW. The expenses of the escrow described in this section shall be paid in the following manner: (a) The cost of recording any deeds or other instruments required to convey title of the Property to Buyer as described in Section 2.02 of this Agreement shall be paid by Buyer. (b) Seller shall pay all real estate excise tax payable in connection with this transaction. (c) Any escrow fee charged by the Title Company shall be paid as follows 50% by Seller and 50% by Buyer. SECTION 2.08. POSSESSION. Possession of the Property shall be delivered to Buyer upon Closing. SECTION 2.09. TITLE. Title shall vest as follows: to Buyer, or an assign or a nominee, with Buyer remaining liable for the Purchase Price and any and all duties and obligations of the Buyer until the Close of Escrow, which shall be designated in writing by Buyer no later than 5 days prior to the Closing. SECTION 2.10. DISCLOSURE STATEMENT. Buyer and Seller agree and acknowledge that the Real Property constitutes "Commercial Real Estate" as defined in RCW 64.06.005. Buyer hereby waives receipt of a seller disclosure statement required 3771t010 11/20112 .5. cehigleybld standard IBeWroadrn wr pasm psa.3 under RCW 64.06 for transactions involving the sale of commercial real estate except for the section entitled "Environmental ". The seller disclosure statement as completed by Seller is attached to this Agreement as Exhibit C (the "Disclosure Statement ). Buyer acknowledges its receipt of the Disclosure Statement and waives its right to rescind the Agreement under RCW 64.06.030. Buyer further agrees and acknowledges that the Disclosure Statement (a) shall be for disclosure only, (b) shall not be considered part of this Agreement, and (c) shall not be construed as a representation or warranty of any kind by the Seller. ARTICLE 3. MISCELLANEOUS SECTION 3.01. DEFAULT BY Buyer. Should Buyer fail to complete said purchase as herein provided by reason of any default of Buyer, Seller shall be released from its obligation t sell the Propert y to Buyer and Seller shall retain the Deposit, as liquidated damages f u h default as Seller's sole and exclusive remedy hereunder. Buyer: ( ell SECTION 3.02. TIME. Time is of the essence in the performance of this Agreement. SECTION 3.03. MODIFICATIONS. All modifications or extensions shall be in writing signed by all parties. SECTION 3.04. LAND USE RESTRICTIONS. Buyer shall satisfy itself through sources of information, other than the Seller or real estate brokers, or salespersons of such brokers in this transaction, whether any public or private action in the form of a vote, initiative, referendum, local ordinance, law, or other measure presently in force or contemplated by a governing or other body may halt entirely or otherwise restrict Buyer's use of the Property for improvement or other use, and Buyer acknowledges that it has not relied on any advice or representations by the Seller or real estate representatives in this transaction for such independent information to any extent. SECTION 3.05. NOTICES. Any and all notices or other communications required or permitted by this Agreement or by law to be served on or given to either party hereto, or the Title Company, shall be in writing and shall be deemed duly served and given when (a) personally delivered to any of the parties, to whom it is directed; (b) by deposit in the United States mail as first -Gass certified mail, return receipt requested, postage paid; (c) by overnight nationwide commercial courier service; or (d) by telecopy transmission with a confirmation copy to be delivered by duplicate notice in accordance with any of clauses (a) through (c) above, in each case, to the party intended to receive the same at the following address(es): 3711/010 1120112 _ as Veylold standard flfie%,oadmo , 6 pasty psa.3 If to Buyer: City of Pasco 525 North Third Avenue P.O. Box 293 Pasco, WA 99301 Attn: City Manager Phone: 509 -545 -3404 Fax: 509 -545 -3403 With copy to: Kerr Law Group 7025 West Grandridge Blvd., Suite A Kennewick, WA 99336 Attn: Lee Kerr Phone: 509 -735 -1542 Fax: 509 - 735 -0506 If to Seller: Old Standard Life Insurance Company. In Liquidation c/o VIDA Consulting, Inc. 1520 Hill Drive Los Angeles, CA 90041 Attn: Jackie Muro Phone: 310 - 801 -0611 Fax: 323 - 259 -9773 With copy to: Old Standard Life Insurance Company, In Liquidation c/o Kane Corporation 67 Selby Lane, Suite 100 Atherton, CA 94027 -3926 Attn: Peter C. Kane Phone: 650- 369 -9100 Fax: 650 - 369 -9106 3771/010 iirzau _ dhi*Y%01d standard lifetroadrnmr Casco psa.3 Fran Alston Courtnage 8 Bassetti LLP 1420 Fifth Avenue, Suite 3650 Seattle, WA 98101 Attm Charles E. Shigley Phone: 206- 623 -7600 Fax: 206 - 623 -1752 If to the Title Company: First American Title Insurance Company 200 SW Market Street, Suite 250 Portland, OR 97201 Attn: Rachael Rodgers Phone: 503- 795 -7608 Fax: 866 -406 -9291 Notice delivered in accordance with the foregoing shall be effective (a) when delivered, if delivered personally or by receipted -for telex, telecopier or facsimile transmission, (b) on the next business day after being delivered in the United States (properly addressed and all fees paid) for overnight delivery service to a courier (such as Federal Express) which regularly provides such service and regularly obtains executed receipts evidencing delivery, or (c) five (5) days after being deposited (properly addressed and stamped for first -class delivery) in a daily serviced United States mail box. Either party, Buyer or Seller, may change its address for the purposes of this section by giving written notice of such change to the other party in the manner provided in this section. SECTION 3.06. DISCLAIMER OF WARRANTIES. The parties acknowledge that this transaction is entered into by them in full reliance on their own independent investigations, and not on any statements, representations, or agreements made by the other party, or by the broker(s), if any herein, or any salesperson(s) of such broker. It is also agreed by both parties that no statements, representations, or agreements made by either party, the broker(s), or any sales- person(s) of such broker(s), are valid unless such statements, representations or agreements are reduced to writing and made a part hereof. Seller expressly makes no warranties regarding the suitability of the Property for any purpose and Buyer acknowledges that all real property and improvements, if any, there are taken in an :As Is" Condition including all known and unknown defects. Buyer: ( Seller: SECTION 3.07. ATTORNEY'S FEES. Should any litigation be commenced between the parties hereto concerning the Property, this Agreement, or the rights and duties of either in relation thereto, the party, Buyer or Seller, prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its attorney's fees in such litigation which shall be determined by the Court in such litigation or in a separate action brought for that purpose. 377V010 1 V20112 8- penro psa.7 mhigleybld slandald Ide�hmadmow SECTION 3.08. ENTIRE AGREEMENT. This instrument contains the entire Agreement between Buyer and Seller respecting the Property, and any agreement or representation respecting the Property or the duties of either Buyer or Seller in relation thereto not expressly set forth in this instrument is null and void. SECTION 3.09. COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be executed in any number of counterparts and all counterparts shall be deemed to constitute a single agreement. The execution of one counterpart by any party shall have the same force and effect as if that party had signed all other counterparts. The signatures to this Agreement may be executed on separate pages and when attached to this Agreement shall constitute one complete document. This Agreement may be signed by facsimile, and each facsimile copy so signed shall be deemed an original hereof. SECTION 3.10. GOVERNING LAW; VENUE. This Agreement is governed by and construed in accordance with the laws of the State of Washington. At the option of Seller, the venue of any action hereon may be laid in Franklin County, Washington, other than Seller's motion to obtain the Sale Order which shall be heard by the Court. [Signatures on following page] 3771/010 1120112 _ cslrigleylold standard life%rosdrnwr 9 paeco psa.3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year shown opposite their signatures below. BUYER: CITY OF Pro By. Name: /1i0141 Title: Date: I I - Zt - t SELLER: OLD STANDARD LIFE INP,S.�1'RANCE COMPANY, IN LIQUIDATION, an Idaho horporation Name: 3 1��� Title: o Date: It / v 37]1/01011/20/12 . to. "N91ey1010 Standard lilmbroadm , Pa&W paa.3 EXHIBIT A LEGAL DESCRIPTION Parcel A: Lot 8 of Binding Site Plan No. 96 -3, recorded in Volume 1 of Binding Site Plans, Pages 10 through 13, Auditor's File No. 530271, records of Franklin County, further described as follows: That portion of the North half of the Southwest quarter of Section 8, Township 9 North, Range 29 East, W.M., Records of Franklin County, Washington, described as follows: Commencing at the West quarter comer of said Section 8; thence south 89 °08'26" East, along the North line of said Southwest quarter, for 75.00 feet to the Easterly right of way margin of Broadmoor Boulevard (Formerly Road 100); thence South 00 057'45' West, along said Easterly right of way margin, for 120.26 feet; thence South 89 °02'15" East for 245.53 feet to the pint of curvature with a 275.00 foot radius curve concave to the South; thence Southwesterly along the arc of said curve to the right, through a central angle of 21 °19'15 ", for an arc distance of 102.33 feet to the point of tangency; thence South 67 "43'00" East for 233.30 feet to the True Point of Beginning; Thence South 67 043'00" East for 5.45 feet to the point of curvature with a 175.00 foot radius curve concave to the Northeast; thence Northeasterly along the arc of said curve to the left, through a central angle of 90 000'00 ", for an arc distance of 274.89 feet to the point of tangency; thence North 22 017'00" East for 96.67 feet to the point of curvature with a 20.00 foot radius curve concave to the Southeast; thence Northeasterly along the arc of said curve to the right, through a central angle of 84 °30'20 ", for an arc distance of 29.50 feet to intersect the Southerly right of way margin of Sanidfur Parkway (Formerly Broadmoor Parkway) on a 651.00 foot radius curve concave to the Northeast (The radius point bears North 16 047'20" East); thence Southeasterly along the arc of said curve to the left, through a central angle of 15 055'45 ", for an arc distance of 180.99 feet to the point of tangency; thence South 89 008'26" East, along said Southerly right of way margin, for 811.56 feet to a point that bears South 87 037'04" East a distance of 1,919.67 feet from the said West quarter corner of Section 8; thence leaving said Southerly right of way margin, South 00 051'34" West for 157.33 feet; thence South 89 008'26" East for 304.16 feet; thence South 00 °11'09" West for 289.98 feet; thence South 89 °08'26" East for 138.44 feet; thence South 00 011'08" West for 545.73 feet to intersect the Northerly right of way margin of SR 182 on a 4,110.00 foot radius, non - tangent curve concave to the Southeast (The radius point bears South 20 °41'02" West); thence Northwesterly along the arc of said curve to the left, through a central angle of 09 929'14 ", for an arc distance of 680.55 feet; thence, leaving said curve, North 73 025'12" West, along said Northerly right of way margin for 949.40 feet; thence North 64 °38'05" West, along said Northerly right of way margin, for 293.45 feet; thence, 3771/010 1120/12 =hlgleylold standard IMelbroadrnwr Pasw P".3 leaving said Northerly right of way margin, North 22 017'00" East for 282.79 feet to the True Point of Beginning. APN: 115460 -056 Parcel B: Lot 9 of Binding Site Plan No. 96 -3, recorded in Volume 1 of Binding Site Plans, Pages 10 through 13, Auditor's File No. 530271, records of Franklin County, further described as follows: That portion of the North half of the Southwest quarter of Section 8, Township 9 North, Range 29 East, W.M., Records of Franklin County, Washington, described as follows: Commencing at the West quarter corner of said Section 8, thence South 89 °08'26" East, along the North line of the Southwest quarter of said Section 8, for 1,918.99 feet; thence South 00 051'34" West for 51.01 feet to a point on the Southerly right of way margin of Sandifur Parkway (Formerly Broadmoor Parkway) with said point lying South 87 °37'04" East a distance of 1,919.67 feet from said West quarter corner and being the True Point of Beginning. Thence South 89 °08'26" East, along said Southerly right of way margin of Sandifur Parkway (Formerly Broadmoor Parkway), for 302.31 feet; thence leaving said Southerly right of way margin, South 00 011'09" West for 157.34 feet; thence North 89 °08'26" West for 304.16 feet; thence North 00 051'34" East for 157.33 feet to the True Point of Beginning. APN: 115 - 450 -045 3771/010 11 /212 MhVeYWd standard [Wbmadm Pesm Pse.3 EXHIBIT B EARNEST MONEY NOTE $60,000.00 Pasco, Washington 11- &- , 2012 For value received, the undersigned THE CITY OF PASCO ( "Maker"), promises to pay to promise to pay to First American Title Insurance Company (the "Title Company) at 200 SW Market Street, Suite 250, Portland, Oregon 97201, the principal sum of Sixty Thousand and No /100ths Dollars ($60,000.00), with no interest on the terms and conditions contained in that certain Real Estate Purchase Agreement Subject to Liquidation Court Confirmation dated of even date herewith between Maker, as buyer, and Old Standard Life Insurance Company, In Liquidation, an Idaho corporation, as seller (the "Agreement). Maker shall pay the sum of Sixty Thousand and No /100ths Dollars ($60,000.00) upon Maker's issuance of the Notice to Proceed (as defined in the Agreement). In the event that Maker does not deliver a Notice to Proceed by the last day of the Due Diligence Period (as such terms are defined in the Agreement), then this Earnest Money Note shall be promptly returned to Maker by the Title Company. MAKER: THE By: Nam Title: 3771010 11/20/17 miligleAbld alandard Rfe%madm r Pasco psa.3 EXHIBIT C DISCLOSURE STATEMENT INSTRUCTIONS TO THE SELLER Please complete the following form. Do not leave any spaces blank. If the question clearly does not apply to the property write "NA." If the answer is "yes" to any " items, please explain on attached sheets. Please refer to the line number(s) of the questions) when you provide your explanation(s). For your protection you must date and sign each page of this disclosure statement and each attachment. Delivery of the disclosure statement must occur not later than five business days, unless otherwise agreed, after mutual acceptance of a written contract to purchase between a buyer and a seller. NOTICE TO THE BUYER THE FOLLOWING DISCLOSURES ARE MADE BY SELLER ABOUT THE CONDITION OF THE PROPERTY LEGALLY DESCRIBED ON THE ATTACHED EXHIBIT A (THE PROPERTY"). SELLER MAKES THE FOLLOWING DISCLOSURES OF EXISTING MATERIAL FACTS OR MATERIAL DEFECTS TO BUYER BASED ON SELLER'S ACTUAL KNOWLEDGE OF THE PROPERTY AT THE TIME SELLER COMPLETES THIS DISCLOSURE STATEMENT. UNLESS YOU AND SELLER OTHERWISE AGREE IN WRITING, YOU HAVE THREE BUSINESS DAYS FROM THE DAY SELLER OR SELLER'S AGENT DELIVERS THIS DISCLOSURE STATEMENT TO YOU TO RESCIND THE AGREEMENT BY DELIVERING A SEPARATELY SIGNED WRITTEN STATEMENT OF RESCISSION TO SELLER OR SELLER'S AGENT. IF THE SELLER DOES NOT GIVE YOU A COMPLETED DISCLOSURE STATEMENT, THEN YOU MAY WAIVE THE RIGHT TO RESCIND PRIOR TO OR AFTER THE TIME YOU ENTER INTO A SALE AGREEMENT. THE FOLLOWING ARE DISCLOSURES MADE BY SELLER AND ARE NOT THE REPRESENTATIONS OF ANY REAL ESTATE LICENSEE OR OTHER PARTY. THIS INFORMATION IS FOR DISCLOSURE ONLY AND IS NOT INTENDED TO BE A PART OF ANY WRITTEN AGREEMENT BETWEEN BUYER AND SELLER. FOR A MORE COMPREHENSIVE EXAMINATION OF THE SPECIFIC CONDITION OF THIS PROPERTY YOU ARE ADVISED TO OBTAIN AND PAY FOR THE SERVICES OF QUALIFIED EXPERTS TO INSPECT THE PROPERTY, WHICH MAY INCLUDE, WITHOUT LIMITATION, ARCHITECTS, ENGINEERS, LAND SURVEYORS, PLUMBERS, ELECTRICIANS, ROOFERS, BUILDING INSPECTORS, ON -SITE WASTEWATER TREATMENT INSPECTORS, OR STRUCTURAL PEST INSPECTORS. THE PROSPECTIVE BUYER AND SELLER MAY WISH TO OBTAIN PROFESSIONAL ADVICE OR INSPECTIONS OF THE PROPERTY OR TO PROVIDE 3771/010 11 /212 Mhig1e&1d alandard IIle%br adm r Pasco paa.3 APPROPRIATE PROVISIONS IN A CONTRACT BETWEEN THEM WITH RESPECT TO ANY ADVICE, INSPECTION, DEFECTS OR WARRANTIES. Seller is/ X is not occupying the property. I. SELLER'S DISCLOSURES: If you answer "Yes" to a question with an asterisk ('), please explain your answer and attach documents, if available and not otherwise publicly recorded. If necessary, use an attached sheet. [ j Yes [ ] No Don't [ ] know 1. TITLE AND LEGAL A. Do you have legal authority to sell the property? If no, please explain. [ ] Yes [ ] No [ J Don't know •B. Is title to the ro e p p rty subject to any of the following: (1) First right of refusal (2) Option (3) Lease or rental agreement (4) Life estate? [ ] Yes [ ] No [ J Don't know 'C. Are they any encroachments, boundary agreements, or boundary disputes? [ ] Yes [ ] No [ j Don't know `D. Is there any lease parking? [ ] Yes [ ] No [ ] Don't know 'E. Is there a private road or easement agreement for access to the property? [ ] Yes [ j No [ j Don't know 'F. Are there any rights -of -way, easements, shared use agreements, or access limitations? [ ] Yes [ ] No [ J Don't know 'G. Are there any written agreements for joint maintenance of an easement or right -of -way? [ ] Yes [ ] No [ J Don't know 'H. Are there any zoning violations or nonconforming uses? [ ] Yes [ ] No [ ] Don't know 'I. Is there a survey for the property? 3771/010 1120112 cehlgleyWd standard Ilfe%btoadmoor Pasco p62.3 [ ] Yes [ ] No [ ] Don't know `J. Are there any legal actions pending or threatened that affect the property? [ ] Yes [ ] No [ ] Don't know •K. Is the property in compliance with the Americans with Disabilities Act? [ ] 2. WATER Yes [ ] No [ ] Don't know Are there any water rights for the Property, such as a water right permit, certificate or claim? 3. SEWER/ON-SITE SEWAGE SYSTEM [ J Yes [ J No [ j Don't know `Is the property subject to any sewage system fees or charges in addition to those covered in your regularly- billed sewer or on -site sewage system maintenance service? 4. STRUCTURAL [)Yes [ ] No [ ] Don't know A Has the roof leaked within the last five years? [ j Yes [ ] No [ j Don't know 'B. Has any occupied subsurface flooded or leaked within the last five years? [ ] Yes [ ] No [ ] Don't know 'C. Have there been any conversions, additions, or []Yes [ ] No [ ] Don't know remodeling? T) If yes, were all building [ ] Yes [) No [ ] Don't know permits obtained? '(2) If yes, were all final inspections obtained? [ ] Yes []No [ j Don't know •D. Has there been any settling, slippage, or sliding of the property of its improvements? 37711010 1120/72 csNglayrold standard INeibroadmoor Pasco psa.3 [ j Yes [ ] No [ ] Don't know `E. Are there any defects with the [ ] Yes [ ] No following: (If yes, please check [ ] Yes [ ] No applicable items and explain). [ ] Yes [ ] Foundations [ ] Slab Floors (] Yes [ ] Doors [ ] Outbuildings [ ] Ceilings (j Exterior Walls [ ] Sidewalks [ ] Siding [ ] Other [ ] Windows [ ] Interior Walls [ ]Yes [ j No [ j Don't know S. SYSTEMS AND FIXTURES *Are there any defects in the following systems? If yes, please [ ] Yes [ j No [ j Don't know explain. (1) Electrical system [ ] Yes [ j No [) Don't know (2) Plumbing system [) Yes [ ] Yes [) No [ ] Don't know [ ] No Don't (3) Heating and cooling systems [ ] know (4) Fire and security system [ j Yes [ ] No [x) Don't know [ ] Yes [ ] No [x] Don't know [ ] Yes [ ] No [x] Don't know [ ] Yes [ ] No [x] Don't know (] Yes [ ] No [x] Don't know 3n1ro10 11120112 cahigleylold standard lfflll=adrn w S. ENVIRONMENTAL 'A. Has there been any flooding, standing water, or drainage problems on the property that affect the property or access to the property? 'B. Is there any material damage to the property from fire, wind, floods, beach movements, earthquake, expansive soils, or landslides? `C. Are there any shorelines, wetlands, floodplains, or critical areas on the property? 'D. Are there any substances, materials, or products in or on the property that may be environmental concerns, such as asbestos, formaldehyde, radon gas, lead - based paint, fuel or chemical storage tanks, or contaminated soil or water? `E. Is there any soil or groundwater contamination? Pasco Pse.3 [ ] Yes [ ] No (x] Don't know 'F. Has the property been used as a legal or illegal dumping site? [ ] Yes [ ] No [x] Don't know 'G. Has the property been used as an illegal drug manufacturing site? 7. FULL DISCLOSURE BY SELLERS A. Other conditions or defects. [ ] Yes []No [ ] Don't know 'Are there any other existing material defects affecting the property that a prospective buyer should now about? SELLER: OLD STANDARD LIFE LIQUIDATION, an Idah B. Verification: The foregoing answer and attached explanations (if any) are complete and correct to the best of my /our knowledge and I /we have received a copy hereof. I /we authorize all of my /our real estate licensees, if any, to deliver a copy of this disclosure statement to other real estate licensees and all prospective buyers of the property. ySURANCE COMPANY, IN corporation Name:, r c Title: l�r�i. L '' Date: 3771/010 11/20/12 cshigleylold slandard hfvlbroadmcor Pasco psa 3 NOTICE TO BUYER INFORMATION REGARDING REGISTERED SEX OFFENDERS MAY BE OBTAINED FROM LOCAL LAW ENFORCEMENT AGENCIES. THIS NOTICE IS INTENDED ONLY TO INFORM YOU OF WHERE TO OBTAIN THIS INFORMATION AND IS NOT AN INDICATION OF THE PRESENCE OF REGISTERED SEX OFFENDERS. 11. BUYER'S ACKNOWLEDGMENT A. Buyer hereby acknowledges that: Buyer has a duty to pay diligent attention to any material defects that are known to Buyer or can be known to Buyer by utilizing diligent attention and observation. B. The disclosures set forth in this statement and in any amendments to this Statement are made only by the Seller and not by any real estate licensee or other party. C. Buyer acknowledges that, pursuant to RCW 64.06.050(2), real estate licensees are not liable for inaccurate information provided by Seller, except to the extent that real estate licensees know of such inaccurate information. D. This information is for disclosure only and is not intended to be a part of the written agreement between the Buyer and Seller. E. Buyer (which term includes all persons signing the "Buyer's acceptance" portion of this disclosure statement below) has received a copy or this Disclosure Statement (including attachments, if any) bearing Seller's signature. DISCLOSURES CONTAINED IN THIS DISCLOSURE STATEMENT ARE PROVIDED BY SELLER BASED ON SELLER'S ACTUAL KNOWLEDGE OF THE PROPERTY AT THE TIME SELLER COMPLETES THIS DISCLOSURE STATEMENT. UNLESS BUYER AND SELLER OTHERWISE AGREE IN WRITING, BUYER SHALL HAVE THREE BUSINESS DAYS FROM THE DAY SELLER OR SELLER'S AGENT DELIVERS THIS DISCLOSURE STATEMENT TO RESCIND THE AGREEMENT BY DELIVERING A SEPARATELY SIGNED WRITTEN STATEMENT OF RESCISSION TO SELLER OR SELLER'S AGENT. YOU MAY WAIVE THE RIGHT TO RESCIND PRIOR TO OR AFTER THE TIME YOU ENTER INTO A SALE AGREEMENT. BUYER HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF THIS DISCLOSURE STATEMENT AND ACKNOWLEDGES THAT THE DISCLOSURES MADE HEREIN ARE THOSE OF THE SELLER ONLY, AND NOT OF ANY REAL ESTATE LICENSEE OR OTHER PARTY. 3771/01011/20112 wNigleyWd standard Iditmadm r P "W Psa.3 BUYER: CIT' By: Narr Title: Date: I I- 21' 1-�- The seller disclosure statement shall be for disclosure only, and shall not be considered part of any written agreement between the buyer and seller of residential property. The seller disclosure statement shall be only a disclosure made by the seller, and not any real estate licensee involved in the transaction, and shall not be construed as a warranty of any kind by the seller or any real estate licensee involved in the transaction. 3771/010 11/20/12 Mhi0ley%oid standard Ide%br dmoor peaCU pm.3 EXHIBIT B Commencing at the West quarter corner of said Section 8, thence North 89 °50'59" East, along the North line of the Southwest quarter of said Section 8, for 2220.71 feet; thence South 00 °09'01" East for 51.00' to a point on the Southerly right of way margin of Sandifur Parkway with said point lying South 88 °50'05" East a distance of 2221.30 feet from said West quarter corner and being the True Point of Beginning. Thence South 0 °49'27" East, for 447.32 feet; thence North 89 °50'58" East for 138.44 feet; thence South 0 °49'27" East for 545.73 feet to intersect the Northerly right of way margin of Highway SR 182 on a 4110.00 foot radius, non - tangent curve concave to the Southwest (the radius point bears South 19 °40'24" West); thence Northwesterly along the arc of said curve to the left, through a central angle of 9 °29'14 ", for an arc distance of 680.55 feet; thence, leaving said curve, North 74 °25'48" West, along said Northerly right of way margin, for 107.13'; thence North 00 °02'28" West, leaving said Northerly right of way for 787.10 feet to a point on the Southerly right of way margin of Sandifur Parkway; thence North 89 °50'58" East, along said Southerly right of way margin of Sandifur Parkway, for 607.86 feet to the True Point of Beginning. 8 mwn a« s xosaa s=wm uuNOUVro unusiv sswn�imo30n � � b� ,. � � wnv rmwe ttxssoeemv aowva rnx mniEnm m �.I49LL411NII 3J1l8YNNU 9IW< 1YN3'n11.XS 4YN01PTJ N 9g� �y �—o 3M'IJ 3Ltl151A191R6VM W/CO PIM DNgIA !]SfVfi N� y> y �24p9 w o {{a 3 SF4 y�j 22 i Zip o W iti- ye1Ny �1 W AAR Y3 ¢Np: wvi3 3ggIM A r �WONW F_ O QU2 F>— ps,stli3 88 N .:N.csae pU 00 V) p z �CD W Z oa 3��k�a2a xas` i1�SI� IE�w �@ s�savn E N2BV�/�/ 4 Ir {�J� 4S3___ ixmavL inw�tloe_a __1L_�. „ s Mss tSI.N' -� H IlI ■8■, I Is Ww'xT E{` Y@ 5 =� 3 INl Ea� 1� i° �'� �xR_ ggg8 R INI /{•. b'�gy� k40 Ct g `� �0 " :s� ki 5 U4MP E I ceul i� = I LU A� ji vu $ d W >� S$ ,OvaL it ,oz.n.00 s � • p ■ I�� m� -° I �a Q � Z. x a s � imE PON 9• i�yt" W ./ / TB �� � 7 p nnJ yy/F yM ui �q� 33 / s