HomeMy WebLinkAbout4185 Resolution - PSA for Sale of Heritage Blvd PropertyDocuSign Envelope ID: 91308688-FE77-44D6-AA28-89D820A7E777
Form 25
Vacant Land PSA
Rev. 3/21 VACANT LAND PURCHASE AND SALE AGREEMENT
General Terms
Copyright 2021
Northwest Multiple Listing Service
ALL RIGHTS RESERVED
Page 2 of6
a.Purchase Price. Buyer shall pay to Seller the Purchase Price, including the Earnest Money, in cash at Closing, unless 1
otherwise specified in this Agreement. Buyer represents that Buyer has sufficient funds to close this sale in accordance 2
with this Agreement and is not relying on any contingent source of funds, including funds from loans, the sale of other 3
property, gifts, retirement, or future earnings, except to the extent otherwise specified in this Agreement. The parties 4
shall use caution when wiring funds to avoid potential wire fraud. Before wiring funds, the party wiring funds shall take 5
steps to confirm any wire instructions via an independently verified phone number and other appropriate measures. 6
b.Earnest Money. Buyer shall deliver the Earnest Money by the Delivery Date listed in Specific Term 6 (2 days after 7
mutual acceptance if not filled in) to the party holding the Earnest Money (Buyer Brokerage Firm or Closing Agent). If 8
sent by mail, the Earnest Money must arrive at Buyer Brokerage Firm or Closing Agent by the Delivery Date. If the 9
Earnest Money is held by Buyer Brokerage Firm and is over $10,000.00 it shall be deposited into an interest bearing 10
trust account in Buyer Brokerage Firm's name provided that Buyer completes an IRS Form W-9. Interest, if any, after 11
deduction of bank charges and fees, will be paid to Buyer. Buyer shall reimburse Buyer Brokerage Firm for bank 12
charges and fees in excess of the interest earned, if any. If the Earnest Money held by Buyer Brokerage Firm is over 13
10,000.00 Buyer has the option to require Buyer Brokerage Firm to deposit the Earnest Money into the Housing Trust 14
Fund Account, with the interest paid to the State Treasurer, if both Seller and Buyer so agree in writing. If the Buyer 15
does not complete an IRS Form W-9 before Buyer Brokerage Firm must deposit the Earnest Money or the Earnest 16
Money is $10,000.00 or less, the Earnest Money shall be deposited into the Housing Trust Fund Account. Buyer 17
Brokerage Firm may transfer the Earnest Money to Closing Agent at Closing. If all or part of the Earnest Money is to be 18
refunded to Buyer and any such costs remain unpaid, the Buyer Brokerage Firm or Closing Agent may deduct and pay 19
them therefrom. The parties instruct Closing Agent to provide written verification of receipt of the Earnest Money and 20
notice of dishonor of any check to the parties and Brokers at the addresses and/or fax numbers provided herein. 21
Upon termination of this Agreement, a party or the Closing Agent may deliver a form authorizing the release of Earnest 22
Money to the other party or the parties. The party(s) shall execute such form and deliver the same to the Closing Agent. 23
If either party fails to execute the release form, a party may make a written demand to the Closing Agent for the Earnest 24
Money. Pursuant to RCW 64.04, Closing Agent shall deliver notice of the demand to the other party within 15 days. If 25
the other party does not object to the demand within 20 days of Closing Agent's notice, Closing Agent shall disburse the 26
Earnest Money to the party making the demand within 10 days of the expiration of the 20 day period. If Closing Agent 27
timely receives an objection or an inconsistent demand from the other party, Closing Agent shall commence an 28
interpleader action within 60 days of such objection or inconsistent demand, unless the parties provide subsequent 29
consistent instructions to Closing Agent to disburse the earnest money or refrain from commencing an interpleader 30
action for a specified period of time. Pursuant to RCW 4.28.080, the parties consent to service of the summons and 31
complaint for an interpleader action by first class mail, postage prepaid at the party's usual mailing address or the 32
address identified in this Agreement. If the Closing Agent complies with the preceding process, each party shall be 33
deemed to have released Closing Agent from any and all claims or liability related to the disbursal of the Earnest 34
Money. If either party fails to authorize the release of the Earnest Money to the other party when required to do so 35
under this Agreement, that party shall be in breach of this Agreement. For the purposes of this section, the term Closing 36
Agent includes a Buyer Brokerage Firm holding the Earnest Money. The parties authorize the party commencing an 37
interpleader action to deduct up to $500.00 for the costs thereof. 38
c.Condition of Title. Unless otherwise specified in this Agreement, title to the Property shall be marketable at Closing.
The following shall not cause the title to be unmarketable: rights, reservations, covenants, conditions and restrictions,
presently of record and general to the area; easements and encroachments, not materially affecting the value of or
unduly interfering with Buyers reasonable use of the Property; and reserved oil and/or mining rights. Seller shall not
convey or reserve any oil and/or mineral rights after mutual acceptance without Buyers written consent. Monetary
encumbrances or liens not assumed by Buyer, shall be paid or discharged by Seller on or before Closing. TiUe shall be
conveyed by a Statutory Warranty Deed. If this Agreement is for conveyance of a buyers interest in a Real Estate
Contract, the Statutory Warranty Deed shall include a buyers assignment of the contract sufficient to convey after
acquired title. If the Property has been short platted, the Short Plat number is in the Legal Description.
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d.TIiie Insurance. Seller authorizes Buyers lender or Closing Agent, at Sellers expense, to apply for the then-current 48
ALTA form of standard form owners policy of title insurance from the Title Insurance Company. If Seller previously 49
received a preliminary commitment from a Title Insurance Company that Buyer declines to use, Buyer shall pay any 50
cancellation fees owing to the original Title Insurance Company. Otherwise, the party applying for title insurance shall 51
pay any title cancellation fee, in the event such a fee is assessed. The Title Insurance Company shall send a copy of 52
the preliminary commitment to Seller, Listing Broker, Buyer and Buyer Broker. The preliminary commitment, and the title 53
policy to be issued, shall contain no exceptions other than the General Exclusions and Exceptions in said standard form 54
and Special Exceptions consistent with the Condition of Title herein provided. If title cannot be made so insurable prior 55
to the Closing Date, then as Buyers sole and exclusive remedy, the Earnest Money shall, unless Buyer elects to waive 56
04/07/2022
y s Initials Date Buyer'sInitials Date
5/2/2022
Seller's Initials Date Seller's Initials
Produced withLoneWolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 WWW Jwolfcom
Date
LewbPlactLLC-
DocuSign Envelope ID: 9130B688-FE77-44D6-AA28-89D820A7E777
Fann 25
Vacant Land PSA
Rev. 3/21
Page 3 of 6
VACANT LAND PURCHASE AND SALE AGREEMENT
General Terms
Copyright2021
Northwest MultipleListing Service
ALL RIGHTS RESERVED
such defects or encumbrances, be refunded to the Buyer, less any unpaid costs described in this Agreement, and this 57
Agreement shall thereupon be terminated. Buyer shall have no right to specific performance or damages as a 58
consequence of Selle s inability to provide insurable title. 59
e.Closlng and Possession. This sale shall be closed by the Closing Agent on the Closing Date. "Closing" means the 60
date on which all documents are recorded and the sale proceeds are available to Seller. If the Closing Date falls on a 61
Saturday, Sunday, legal holiday as defined in RCW 1.16.050, or day when the county recording office is closed. the 62
Closing Agent shall close the transaction on the next day that is not a Saturday, Sunday, legal holiday, or day when the 63
county recording office is closed. Buyer shall be entitled to possession at 9:00 p.m. on the Possession Date. Seller shall 64
maintain the Property in its present condition, normal wear and tear excepted, until the Buyer is provided possession. 65
Buyer reserves the right to walk through the Property within 5 days of Closing to verify that Seller has maintained the 66
Property as required by this paragraph. Seller shall not enter into or modify existing leases or rental agreements, 67
service contracts, or other agreements affecting the Property which have terms extending beyond Closing without first 68
obtaining Buye s consent, which shall not be unreasonably wlthheld. 69
f.Section 1031 Like-Kind Exchange. If either Buyer or Seller intends for this transaction to be a part of a Section 1031 70
like-kind exchange, then the other party shall cooperate in the completion of the like-kind exchange so long as the 71
cooperating party incurs no additional liability in doing so, and so long as any expenses (including attorneys' fees and 72
costs) incurred by the cooperating party that are related only to the exchange are paid or reimbursed to the cooperating 73
party at or prior to Closing. Notwithstanding the Assignment paragraph of this Agreement, any party completing a 74
Section 1031 like-kind exchange may assign this Agreement to its qualified intermediary or any entity set up for the 75
purposes of completinga reverse exchange. 76
g.Closing Costs and Proratlons and Charges and Assessments. Seller and Buyer shall each pay one-half of the 77
escrow fee unless otherwise required by applicable FHA or VA regulations. Taxes for the current year, rent. interest, 78
and lienable homeowne s association dues shall be prorated as of Closing. Buyer shall pay Buye s loan costs, 79
including credit report, appraisal charge and lende s title insurance, unless provided otherwise in this Agreement. If any 80
payments are delinquent on encumbrances which will remain after Closing, Closing Agent is instructed to pay such 81
delinquencies at Closing from money due, or to be paid by, Seller. Buyer shall pay for remaining fuel in the fuel tank if, 82
prior to Closing, Seller obtains a written statement from the supplier as to the quantity and current price and provides 83
such statement to the Closing Agent. Seller shall pay all utility charges, including unbilled charges. Unless waived in 84
Specific Term No. 11, Seller and Buyer request the services of Closing Agent in disbursing funds necessary to satisfy 85
unpaid utility charges in accordance with RCW 60.80 and Seller shall provide the names and addresses of all utilities 86
providing service to the Property and having lien rights (attach NWMLS Form 22K Identification of Utilities or 87
equivalent). 88
Buyer is advised to verify the existence and amount of any local improvement district, capacity or impact charges or 89
other assessments that may be charged against the Property before or after Closing. Seller will pay such charges that 90
are or become due on or before Closing. Charges levied before Closing, but becoming due after Closing shall be paid 91
as agreed in Specific Term No.12. 92
h.Sale Information. Listing Broker and Buyer Broker are authorized to report this Agreement (including price and all 93
terms) to the Multiple Listing Service that published it and to its members, financing institutions, appraisers, and anyone 94
else related to this sale. Buyer and Seller expressly authorize all Closing Agents, appraisers, title insurance companies, 95
and others related to this Sale, to furnish the Listing Broker and/or Buyer Broker, on request, any and all information 96
and copies of documents concerning this sale. 97
I.Seller Citizenship and FIRPTA. Seller warrants that the identification of Selle s citizenship status for purposes of U.S. 98
income taxation in Specific Term No. 13 is correct. Seller shall execute a certification (NWMLS Form 22E or equivalent) 99
under the Foreign Investment In Real Property Tax Act ("FIRPTA") and provide the certification to the Closing Agent 100
within 10 days of mutual acceptance. If Seller is a foreignperson for purposes of U.S. income taxation, and this transaction is 101
not otherwise exempt from FIRPTA, Closing Agent is instructed to withhold and pay the required amount 102
to the InternalRevenue Service. 103
If Seller fails to provide the FIRPTA certification to the Closing Agent within 10 days of mutual acceptance, Buyer may 104
give notice that Buyer may terminate the Agreement at any time 3 days thereafter (the "Right to Terminate Notice"). If 105
Seller has not earlier provided the FlRPTA certification to the Closing Agent, Buyer may give notice of termination of 106
this Agreement (the "Termination Notice") any time following 3 days after delivery of the Right to Terminate Notice. If 107
Buyer gives the Termination Notice before Seller provides the FIRPTA certification to the Closing Agent, this Agreement 108
is terminated and the Earnest Money shall be refunded to Buyer. 109
1'.0"!"' 04/07/2022
ln m-.1.---D-at eBuyer'sInitials Date
5/2/2022
Seller'sInitials Date Seller'sInitials
Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St. Suite 2200, DaHas, TX 75201 WWW hNolfoom
Date
Lewis PlaceLJ.C •
DocuSign Envelope ID: 9130B688-FE77-44D6-AA28-89D820A7E777
Fonn25
Vacant Land PSA
Rev. 3/21
Page4 016
VACANT LAND PURCHASE AND SALE AGREEMENT
General Terms
Copyright 2021
Northwest Multiple Listing Service
ALLRIGHTS RESERVED
j.Notices and Delivery of Documents. Any notice related to this Agreement (including revocations of offers or 11O
counteroffers) must be in writing. Notices to Seller must be signed by at least one Buyer and shall be deemed delivered 111
only when the notice is received by Seller, by Listing Broker, or at the licensed office of Listing Broker. Notices to Buyer 112
must be signed by at least one Seller and shall be deemed delivered only when the notice is received by Buyer, by 113
Buyer Broker, or at the licensed office of Buyer Broker. Documents related to this Agreement, such as NWMLS Form 114
17C, Information on Lead-Based Paint and Lead-Based Paint Hazards, Public Offering Statement or Resale Certificate, 115
and all other documents shall be delivered pursuant to this paragraph. Buyer and Seller must keep Buyer Broker and 116
Listing Broker advised of their whereabouts in order to receive prompt notification of receipt of a notice. 117
Facsimile transmission of any notice or document shall constitute delivery. E-mail transmission of any notice or 118
document (or a direct link to such notice or document) shall constitute delivery when: (i) the e-mail is sent to both Buyer 119
Broker and Buyer Brokerage Firm or both Listing Broker and Listing Brokerage Firm at the e-mail addresses specified 120
on page one of this Agreement; or (ii) Buyer Broker or Listing Broker provide written acknowledgment of receipt of the 121
e-mail (an automatic e-mail reply does not constitute written acknowledgment). At the request of either party, or the 122
Closing Agent, the parties will confirm facsimile or e-mail transmitted signatures by signing an original document. 123
k.Computation of Time. Unless otherwise specified in this Agreement, any period of time measured in days and stated in 124
this Agreement shall starton the day following the event commencing the period and shall expire at 9:00 p.m. of the last 125
calendar day of the specified period of time. Except for the Possession Date, if the last day is a Saturday, Sunday or legal 126
holiday as defined in RCW 1.16.050, the specified period of time shall expire on the next day that is not a Saturday, 127
Sunday or legal holiday. Any specified period of 5 days or less, except for any time period relating to the Possession Date, 128
shall not include Saturdays, Sundays or legal holidays. If the parties agree that an event will occur on a specific calendar 129
date, the event shall occur on that date, except for the Closing Date, which, it falls on a Saturday, Sunday, legal holiday 130
as defined in RCW 1.16.050, or day when the county recording office is closed, shall occur on the next day that is not a 131
Saturday, Sunday, legal holiday, or day when the county recording office is closed. When counting backwards from 132
Closing, any period of time measured in days shall start on the day prior to Closing and if the last day is a Saturday, 133
Sunday or legal holiday as defined in RCW 1.16.050, the specified period of time shall expire on the next day, moving 134
forward, that is not a Saturday, Sunday or legal holiday (e.g. Monday or Tuesday). If the parties agree upon and attach a 135
legal description after this Agreement is signed by the offeree and delivered to the offerer, then for the purposes of 136
computing time, mutual acceptance shall be deemed to be on the date of delivery of an accepted offer or counteroffer to 137
the offerer, rather than on the date the legal description is attached. Time is of the essence of this Agreement. 138
I.Integration and Electronic Signatures. This Agreement constitutes the entire understanding between the parties and 139
supersedes all prior or contemporaneous understandings and representations. No modification of this Agreement shall 140
be effective unless agreed in writing and signed by Buyer and Seller. The parties acknowledge that a signature in 141
electronic form has the same legal effect and validity as a handwritten signature. 142
m.Assignment. Buyer may not assign this Agreement, or Buye(s rights hereunder, without Sellefs prior written consent, unless 143
the parties indicate that assignment is permitted by the addition of "and/or assigns" on the line identifying the 144
Buyer on the first page of this Agreement. 145
n.Default. In the event Buyer fails, without legal excuse, to complete the purchase of the Property, then the following 146
provision, as identified in Specific Term No. 7, shall apply: 147
I.Forfeiture of Earnest Money. That portion of the Earnest Money that does not exceed five percent (5%) of the Purchase 148
Price shall be forfeitedto the Seller as the sole and exclusive remedyavailable to Seller for such failure. 149
II.Seller's Election of Remedies. Seller may, at Selle(s option, (a) keep the Earnest Money as liquidated damages 150
as the sole and exclusive remedy available to Seller for such failure, (b) bring suit against Buyer for Sellefs actual 151
damages, (c) bring suit to specifically enforce this Agreement and recover any incidental damages, or (d) pursue 152
any other rights or remedies available at law or equity. 153
o.Professional Advice and Attorneys' Fees. Buyer and Seller are advised to seek the counsel of an attorney and a 154
certified public accountant to review the terms of this Agreement. Buyer and Seller shall pay their own fees incurred for 155
such review. However, if Buyer or Seller institutes suit against the other concerning this Agreement, or if the party 156
holding the Earnest Money commences an interpleader action, the prevailing party is entitled to reasonable attorneys' 157
fees and expenses. 158
p.Offer. This offer must be accepted by 9:00 p.m. on the Offer Expiration Date, unless sooner withdrawn. Acceptance 159
shall not be effective until a signed copy is received by the other party, by the other party's broker, or at the licensed 160
office of the other party's broker pursuant to General Term j. If this offer is not so accepted, it shall lapse and any 161
Earnest Money shall be refunded to Buyer. 162
rz:rsInitials 04/07/2022
Date Buyer's Initials Date
5/2/2022
Seller'sInitials Date Seller'sInitials
Produced withL009 Wolf Transactions (zipform Edition) 717 N Harwood St, SUlte 2200, Dallas, TX 75201 WWWIWPltcom
Date
Lewis Place LLC -
DocuSign Envelope ID: 9130B688-FE77-44D6-AA28-89D820A7E777
Form25VacantLandPSARev. 3/21Page5of 6 VACANT LAND PURCHASE AND SALE AGREEMENT
General Terms
Copyright 2021NorthwestMultipleListing ServiceALLRIGHTSRESERVED
q.Counteroffer. Any change in the terms presented in an offer or counteroffer, other than the insertion of or change to 163SellersnameandSellerswarrantyofcitizenshipstatus, shall be considered a counteroffer. If a party makes a 164counteroffer, then the other party shall have until 9:00 p.m. on the counteroffer expiration date to accept that 165counteroffer, unless sooner withdrawn. Acceptance shall not be effective until a signed copy is received by the other 166party, the other party's broker, or at the licensed office of the other party's broker pursuant to General Term j. If the 167counterofferisnotsoaccepted, it shall lapse and any Earnest Money shallbe refundedto Buyer. 168
r.Offer and Counteroffer Expiration Date. If no expiration date is specified for an offer/counteroffer, the 169offer/counteroffer shall expire 2 days after the offer/counteroffer is delivered by the party making the offer/counteroffer, 170unlesssoonerwithdrawn. 171s.Agency Disclosure. Buyer Brokerage Firm, Buyer Brokerage Firm's Designated Broker, Buyer Brokers Branch 172Manager (if any) and Buyer Broke s Managing Broker (tt any) represent the same party that Buyer Broker represents. 173ListingBrokerageFirm, Listing Brokerage Firm's Designated Broker, Listing Brokers Branch Manager (if any), and 174ListingBrokersManagingBroker (tt any) represent the same party that the Listing Broker represents. If Buyer Broker 175andListingBrokeraredifferentpersonsaffiliatedwiththesameFirm, then both Buyer and Seller confirm their consent 176toDesignatedBroker, Branch Manager (if any), and Managing Broker (if any) representing both parties as dual agents. 177IfBuyerBrokerandListingBrokerarethesamepersonrepresentingbothpartiesthenbothBuyerandSellerconfirm178theirconsenttothatpersonandhis/her Designated Broker, Branch Manager (tt any), and Managing Broker (if any) 179representingbothpartiesasdualagents. All parties acknowledge receipt of the pamphlet entitled "The Law of Real 180EstateAgency." 181
t.Commission. Seller and Buyer shall pay a commission in accordance with any listing or commission agreement to 182whichtheyareaparty. The Listing Brokerage Firm's commission shall be apportioned between Listing Brokerage Firm 183andBuyerBrokerageFirmasspecifiedinthelisting. Seller and Buyer hereby consent to Listing Brokerage Firm or 184BuyerBrokerageFirmreceivingcompensationfrommorethanoneparty. Seller and Buyer hereby assign to Listing 185BrokerageFirmandBuyerBrokerageFirm, as applicable, a portion of their funds in escrow equal to such 186commission(s) and irrevocably instruct the Closing Agent to disburse the commission(s) directly to the Firm(s). In any 187actionbyListingorBuyerBrokerageFirmtoenforcethisparagraph, the prevailing party is entitled to court costs and 188reasonableattorneys' fees. Seller and Buyer agree that the Firms are intended third party beneficiaries under this 189Agreement. 190u.Feasibility Contingency. It is the Buyers responsibility to verify before the Feasibility Contingency Expiration Date 191identifiedinSpecificTermNo.15 whether or not the Property can be platted, developed and/or built on (now or in the 192future) and what it will cost to do this. Buyer should not rely on any oral statements concerning this made by the Seller, 193ListingBrokerorBuyerBroker. Buyer should inquire at the city or county, and water, sewer or other special districts in 194whichthePropertyislocated. Buyers inquiry should include, but not be limited to: building or development moratoriums 195applicabletoorbeingconsideredfortheProperty; any special building requirements, including setbacks, height limits or 196restrictionsonwherebuildingsmaybeconstructedontheProperty; whether the Property is affected by a flood zone, 197wetlands, shorelands or other environmentally sensitive area: road, school, fire and any other growth mitigation or 198impactfeesthatmustbepaid; the procedure and length of time necessary to obtain plat approval and/or a building 199permit; sufficient water, sewer and utility and any service connection charges; and all other charges that must be paid. 200BuyerandBuyersagents, representatives, consultants, architects and engineers shall have the right, from time to time 201duringandafterthefeasibilitycontingency, to enter onto the Property and to conduct any tests or studies that Buyer 202mayneedtoascertaintheconditionandsuitabilityofthePropertyforBuyersintendedpurpose. Buyer shall restore the 203PropertyandallimprovementsonthePropertytothesameconditiontheywereinpriortotheinspection. Buyer shall be 204responsibleforalldamagesresultingfromanyinspectionofthePropertyperformedonBuyersbehalf. If the Buyer does 205notgivenoticetothecontraryonorbeforetheFeasibilityContingencyExpirationDateidentifiedinSpecificTermNo. 20615, it shall be conclusively deemed that Buyer is satisfied as to development and/or construction feasibility and cost. If 207BuyergivesnoticethisAgreementshallterminateandtheEarnestMoneyshallberefundedtoBuyer, less any unpaid 208costs. The Feasibility Contingency Addendum (NWMLS Form 35F), if included in the Agreement, supersedes the 209FeasibilityContingencyinSpecificTermNo. 15 and this General Term u. 210SellershallcooperatewithBuyerinobtainingpermitsorotherapprovalsBuyermayreasonablyrequireforBuyers211intendeduseoftheProperty; provided that Seller shall not be required to incur any liability or expenses in doing so. 212v.Subdivision. If the Property must be subdivided, Seller represents that there has been preliminary plat approval for the 213PropertyandthisAgreementisconditionedontherecordingofthefinalplatcontainingthePropertyonorbeforethe214datespecifiedinSpecificTermNo. 14. If the final plat is not recorded by such date, this Agreement shall terminate and 215theEarnestMoneyshallberefundedtoBuyer. 216
ll:rsInitials 04/07/2022Date Buyer'sInitials Date
5/2/2022
Seller'sInitials Date Seller'sInitials
Produced withLone Wolf Transactions (zipform Edition) 717 N Harwood St. Suite 2200, DaUas, TX 75201 WWWlwotf cpm
Date
Lewb Place LLC •
DocuSign Envelope ID: 9130B688-FE77-44D6-AA28-89D820A7E777
Fom, 25
Vacant Land PSA
Rev. 3/21
Page 6 of 6
VACANT LAND PURCHASE AND SALE AGREEMENT
General Terms
Copyright 2021
Northwest Multiple Listing Service
ALL RIGHTS RESERVED
w.Information Verification Period. Buyer shall have 10 days after mutual acceptance to verify all information provided 217
from Seller or Listing Brokerage Firm related to the Property. This contingency shall be deemed satisfied unless Buyer 218
gives notice identifying the materially inaccurate information within 10 days of mutual acceptance. If Buyer gives timely 219
notice under this section, then this Agreement shall terminate and the Earnest Money shall be refunded to Buyer. 220
x.Property Condition Disclaimer. Buyer and Seller agree, that except as provided in this Agreement, all representations 221
and information regarding the Property and the transaction are solely from the Seller or Buyer, and not from any Broker. 222
The parties acknowledge that the Brokers are not responsible for assuring that the parties perform their obligations 223
under this Agreement and that none of the Brokers has agreed to independently investigate or confirm any matter 224
related to this transaction except as stated in this Agreement, or in a separate writing signed by such Broker. In 225
addition, Brokers do not guarantee the value, quality or condition of the Property and some properties may contain 226
building materials, including siding, roofing, ceiling, insulation, electrical, and plumbing, that have been the subject of 227
lawsuits and/or governmental inquiry because of possible defects or health hazards. Some properties may have other 228
defects arising after construction, such as drainage, leakage, pest, rot and mold problems. In addition, some properties 229
may contain soil or other contamination that is not readily apparent and may be hazardous. Brokers do not have the 230
expertise to identify or assess defective or hazardous products, materials, or conditions. Buyer is urged to use due 231
diligence to inspect the Property to Buyer's satisfaction and to retain inspectors qualified to identify the presence of 232
defective or hazardous materials and conditions and evaluate the Property as there may be defects and hazards that 233
may only be revealed by careful inspection. Buyer is advised to investigate whether there is a sufficient water supply to 234
meet Buyer's needs. Buyer is advised to investigate the cost of insurance for the Property, including, but not limlted to 235
homeowner's, fire, flood, earthquake, landslide, and other available coverage. Buyer acknowledges that local 236
ordinances may restrict short term rentals of the Property. Brokers may assist the parties with locating and selecting 237
third party service providers, such as inspectors or contractors, but Brokers cannot guarantee or be responsible for the 238
services provided by those third parties. The parties shall exercise their own judgment and due diligence regarding 239
third-party service providers. 240
1"F--,,,...,.-o_4;_0_1_;2=0...,2_2
s Initials Date Buyer's Initials Date
5/2/2022
Seller's Initials Date Seller'sIn itials
Produced withLone WolfTransactions (zipform Edition) 717 N Harwood St. Suite 2200, Dallas, TX 75201 WNW t«PffG9IJl
Date
Lewt1 PblceLJ,C •
DocuSign Envelope ID: 91308688-FE77-44D6-AA28-89D820A7E777
Form 34
Addendum/Amendment to P&S
Rev. 7/10
Copyright 2010
Northwest Multiple Listing Service
ALL RIGHTS RESERVED
Page 1 of 1
ADDENDUM/AMENDMENT TO PURCHASE AND SALE AGREEMENT
The following is part of the Purchase and Sale Agreement dated _____ ....:.A...:c..;;r..:..:il-'7-----=2-=-0=22=-------
between _________ L=e::...cwcc...i=s-'P-'l=ac=e::.....=L=LC=-=-A=N..:..:D=/....::O:...:.R..::...A=--=-ss=i:,;a.:..:n-=-s---------("Buyer") 2
and ---------------=C =i ::L....:o::..:.f....:.P-=a=s=c -=-0--------------("Seller") 3
concerning ---------=-T-=B:..=D:....;H:....:.e=r:...:.it=a=e-=B::..:.l v..::...d=.L.:P_,a::..::s:..::c :..:::oi....:..W:.:.A--=----=9:..:::9c.:::3-=-0..:...1 _______ ("the Property"). 4
IT IS AGREED BETWEEN THE SELLER AND BUYER AS FOLLOWS:
SeHer agrees to pay Buyer's Broker, Andrew Lybbertwith Lybb ertFielding Real Estate, a
commission equal to 6% of the gro ss sales pr ice.
Setter agrees to sett the Propertyon the terms and a>ndittons her01n and further agrees to
pay a commission 10 a tot I amount compu1ecl m accord nc::e with the hsting or commission
agreament If there 1& no wrttten ntrng or commiss,on agreement, Senor agrees to pay a
commission of 6 % of the sates pnce or$ The commiSStOn hall be pportioned
between Listing Fmn Selling Firm specifi 1n the sting or ny co-brokegrMme01IfthereISnoltstrngorwrittenco-brokerage agreem nt, then L11iling Ftrm 5tlaU
pay to Seltmg Fnm a comm1SSf0n of 3 "• of th sales pnce or$ Seller ssigns to
Listing F"irm nd lhng Firm a portionrx the sates proceed& equal to the commiss,on If lhe
earnest money 1$ as liquid ted dam 5 ny cos!$ advanced 0< ()Qtnmitted by
Listing F"trm or Selling Ftrm fOf Buyer or Seller halt retmbursed or p Ki therefrom and Lhe
I nee anbe paid ........ .,+t to Se and one-hatf to Ustmg Firm and Selling FIITTI
according to t bng agreement and any co-brokerage agreement Selie1" and Buyer
hereby consent to L1st,ng Firm and SeUing Firm reoeivrng compen lion from more than one
party and irrevocabfy instruct the Closing Agent to disburse the commiSStOO(s) directly to the
Fffffl(s) In any actiOn by lisLing Firm or Selllng F"tm1 to enforce lhls Secl!OO th prev 1ng
partyis tted ta reasonable att0ffiey$' fees and pem.es Nei L1$ting Finn norSellingFmnarereoetVJnQcompensationfrommorethanooepartylothlstmnSllCtionunless
disdosed on an ttached um 1t1 which case Bu and Seu r consent to such
compensation The Property desaibed in attached Exhibit A I commeraal real estate
NotwilhstandJng Seeuon 44 abov , the pa s containing this Sadlon, the parties' signatures
and atLad'wnent describtng the Pr rty may be recorded
04/30/2022 [5/2/2022
ALL OTHER TERMS AND CONDITIONS of said Agreement remain unchanged.
1/ Date: 04/07/2022 SELLER: rJiJ 5/2/2022Initials: BUYER:l'-? ,_lb _______ -"V0-::...._ ______ Date:
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BUYER: Date: ____ SELLER: Date: ___ _
Lybbert Fielding Real Eilate, 6119 Burden Blvd, S1< C Pasro WA 99301 Phone: (S09)531-8011 Fax:
Andrew Lybbert Produced with Lone Wo Transactions (zipFOflll Edi on) 717 N Harwood St. Suite 2200, Dallas, TX 75201 wwwlwollcom
Lewis Place LLC.
DocuSign Envelope ID: 91308688-FE77-44O6-AA28-89O820A7E777
F-' 04/07/2022
Exhibit B
5/2/2022
DocuSign Envelope ID: 9130B688-FE77-44D6-AA28-89D820A7E777
ili;SVN
ACTTata.c
Second Amendment To
Purchase & Sale Agreement
Commercial Brokers Association
ALL RIGHTS RESERVED
CBA Form PSA I Addendum to PSA
Rev . 7/2020
Pagelll
The following is part of the Purchase and Sale Agreement with Reference Date April 7.
2O221between Lewis Place LLC &/or Assigns ["Buyer") and City of Pasco ["Seller") regarding the
sale of the property located at Franklin Tax Parcel 113.900.092 City of Pasco. Franklin County,
Washington [the "Property").
IT IS AGREED BETWEEN THE BUYER AND SELLER AS FOLLOWS:
1.Offer is subject to Pasco City Council's formal approval to surplus subject property as well as
Council's approval of this contract.
2.Site not allowed to be developed for a residential use.
3.The Purchaser acknowledges that the purchase price and consideration given by City are
related to the City's goals of economic development and lost opportunities for development
would arise if Purchaser fails to begin construction of the anticipated development.
4.Unless the failure to commence construction is related to the items identified in Warranties
Section, below, if the Purchaser fails to submit an application to City for approval of a site plan
and building plans consistent with subsection [a) above, within thirty-six (36] months of Closing,
the City reserves the right to reclaim title to this Property. If the Purchaser does not initiate
construction within forty-eight (48) months of Closing, City reserves the right to reclaim title to
this Property. The City shall reclaim this Property by refunding 90% of the original Purchase
Price as determined in Paragraph 5 of PSA. The City will not assume any liability for expenses
incurred by Purchaser in conducting this transaction. Purchaser agrees to re-convey title to the
City within sixty (60) days of receipt of notification of City's decision to seek reconveyance of
Property. This reversionary right is exclusive to the City and shall be exercised at the sole
discretion of the City.
5.This reversionary right survives sixty (60) months after closing or until such time as building
commences, whichever is earlier. The City shall be under no obligation to exercise this
reversionary right. This reversionary clause shall survive the delivery of the Deed, but shall
automatically lapse upon expiration of the time periods herein and City shall execute such
further documents as Purchaser shall request to release same.
Warranties; Indemnity. City makes the following representations and warranties, which shall be
deemed remade as of the closing date:
1.The Property and improvements are not in violation of any applicable covenant, condition or
restriction or any applicable statute, ordinance, regulation, order, permit, rule or law, including,
without limitation, any building, private restriction, zoning or environmental restriction.
2.Other than the obligations of record, there are no obligations in connection with the Property,
which will be binding upon Purchaser after closing other than liability for the payment of real
estate taxes and utility charges.
3.There are no claims, actions, suits or governmental investigations or proceedings existing or, to
the best of City's knowledge, threatened against or involving City or the Property [including,
without limitation, any condemnation or eminent domain proceeding or matter related to the
formation of or assessment by a local improvement district) and City has received no written
notice thereof.
4.All insurance policies now maintained on the Property will be kept in effect, up to and including
the closing. City has received no notice from any insurance company or rating organization of
any defects in the condition of the Property or of the existence of conditions which would
prevent the continuation of existing coverage or would increase the present rate of premium.
5.There are no leases affecting the Property.
6.All such representations and warranties shall be reaffirmed by City as true and correct as of the
Closing Date and shall survive the Closing for a period of two (2) years.
If, prior to closing, City becomes aware of any fact or circumstance which would change a
representation or warranty, then City will immediately give notice of such changed fact or
circumstance to Purchaser, but such notice shall not relieve the City of its obligations hereunder.
Buyer -;<;;>
Seller
Date04/30/2022
Da teS/2/2022
Buyer, _______ Date ___ _
Seller _______ Date ___ _