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:
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(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
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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
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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
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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
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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):
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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
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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.
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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]
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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
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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,
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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
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