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Home My WebLink About4231 Resolution - Purchase and Sale Agreement PSA for Zone 3 Site RESOLUTION NO. 4231 A RESOLUTION OF THE CITY OF PASCO, WASHINGTON, AUTHORIZING THE PURCHASE OF 1.89 ACRES LOCATED AT 541 DENT ROAD, PASCO, WASHINGTON FOR THE CONSTRUCTION OF THE ZONE 3 RESERVOIR STORAGE TANK WHEREAS, the Comprehensive Water System Plan and subsequent water system evaluations have identified the need for additional Potable water storage in Pressure Zone 3; and WHEREAS, Parcel No. ll5-170-067, located at 541 Dent Road, was identified as the optimal location for the proposed improvements; and WHEREAS,the landowner has authorized the sale of the southeast 1.89 acres of his larger parcel for the amount of two-hundred eighty-four thousand and ninety dollars ($284,090); and WHEREAS, the original parcel has recently been subdivided through the short plat process to create the 1.89-acre subject parcel, and WHEREAS, Franklin County Assessors will assign a unique parcel number with a temporary address of 6701 Broadmoor Boulevard, and WHEREAS, the City and property owner have entered into the Purchase and Sale Agreement (PSA) establishing the terms of the transaction, and WHEREAS,the City has appropriated the funding for purchase in the amount of the listing price. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON: That the Purchase and Sale Agreement, attached hereto as Exhibit A, is satisfactory to the goals and budget for the City of Pasco and the purchase of the subject property is advantageous to the City and Be It Further Resolved that Council ratifies the execution of the PSA hereby authorizing, empowering, and directing the City Manager of the City of Pasco, Washington, to complete the transaction in accordance with the Purchase and Sale Agreement. Resolution—PSA for Zone 3 Storage Tank. - 1 PASSED by the City Council of the City of Pasco, Washington this 22"d day of August, 2022. Blanche Barajas Mayor ATTEST: APPROVED AS T�FORM: -��t,1��,�r � Debra Barham, CMC � Kerr. n Law, PLLC City Clerk ' Attorney Resolution—PSA for Zone 3 Storage Tank. -2 DocuSign Envelope ID:ED8CC581-C62A-4F26-8956-OA23215E289A �JYI\ RERfA\GOMPAMY Commerciai&Investment Real Estate Commerdal BrakersAssaci�on Purchase&Sale Agreement nu.xiaarsxEsmcxvea C&1 Porm PS1A�Airchise&S�e Ageemmt Rev.7�1020 Pa�1�S5 SPECIFIC TERMS Reference Da te:Feb.23.2022 Offer Expiration Date:�arch 1.2022 S:OOpm 1. PROPERTY: The Property is legally described on Exhibit A. Address:�,City of Pasco.Frankiin County, Washington. Tax Parcel No(s]: 115.17Q.048 Incfided Personal Property:� None;_If on and used in connection wittt the Property, per Section 25 (None, if not completed). 2. BiJYER(S}: City crfPasco 3. SELLER(S): Lee Eickmeyer 4. PURCHASE PRICE: $ 4 0 Payable as:�Ca�h; _Financing [Form PS_FIN attached]; _Other 5. EARNEST MONEY: $so,oao Dollars;Held by Closing Agent Form of Earnest Money:�Check;_Wire Transfer;._Note;_Other EarnestMoneyDue Date:��days after Mutual Acceptance; _.._days after satisfaction of Feasibility Contingency; or_ 6. FEASIBILITY CONFINGENCY DATE:Q days after Mutual Acceptance 7. CLOSING DATE: on or before Within 7 dayc of comnletion of narcel seg�g ta ion 8. CL05ING AGENT: Ticor Ti�lg�Pattv Sweet�� 9. 1TTLE INSURANCE COMPANY: ,1'icor Title 10.DEED: �Statutory Warranty Deed; or_Bargain and Sale Deed I1.POSSESSION: �on closing;_Other: 12.SELLER CITIZENSHIP(FIRPTA): Seller_is;�„is not a foreign person for the purposes of US income taxation. 13.BLTYER'S DEFAiJLT; .$.Forfeiture of Earnest Money;_Seller's Election of Remedies 14.SELLER'S DEFAULT: .$Recover Earnest Money or Specific Enforcement; _Buyet's Etection of Remedies 15.UNPAID iTTILITIES:Buyer and Seller_Do Not Waive (Form UA attached); ,�Waive lb.AGENCY DISCLOSURE: Selling Broker represents: �.Buyer;_Seller;_both parties Listing Broker represents: _Seller; _both parties 17.EXHIBITS AND ADDENDA. The following Exhibits and Addenda are made a part of this Agreement; Earnest Money Promissory Note Back-Up Addendurn Blank Promissary Note Vacant Land Addendum Blanlc Short Form Deed of Trust Financing Addendum Blank Deed of Trust Rider Tenant Estoppel Certificate(s) r,�' 3/14/2022 `'� Buye�_ Buyer Date_ "� t � ry ny SellerlPf�Date`�`Seller_ Daae DocuSign Envelope ID:ED8CC581-C82A-4F26-8956-OA23215E289A �J♦1`1 pETTERFfANMf�1' Commercial&Investment Real Estate Comm�cial BrokersAssociation Purchase&Sale Ap�eement AId.R1QHTS RESERVm C6A Farm PS1A�Wrdase&Sale Agreemmt Rev,7/2020 Page 2�15 Utility Charges Addendum Refeasance Addendum FIRPTA Certification Lead-Based Paint bisclosure _,_„Assignment and Assumption _�_Exhibit A:Legal Description Addendum/Amendment _�_E�chibit B: Additional Terms 18.IDENfIFICATION OF THE PARTIES. The fotlowing is the contact information for the parties involved in this Agreement: Buver Seller Contact: Zach Ratkai Cofitact: Lee Eickmever Address: S23 N.3rd Ave. Address: 510 Easv Street _ Pasco.WA 99301 Pa co.WA 99301 Phone: 509.537.2078 . Phone: 509.531.4725 F,mail: ratkaizCla pasco-wa.�v Email: eickmeyer5 msn.com �ellin� Fii117 T.ic ; �Firm Name: SVN �Retter &Com,panv Name: NONE Listing Broker. Rob Ellsworth Seiling Broker: Address: 329 N.KQllogg St Address: Kennewick. WA 99336 Phone:Sb9.430.2378 Phone: Emarl: Rob(c�RobEllsworth.com Email: Fnm Lic. #: _ 20274 Firm Lic. #: Broker Lic. #: 1779� Broker Lic. #: ,�o,�y of Notices to Buy�r ta: �py of Notices to S�ller to: Name: Name: �ompany: Company: Address: Address: Phone: Phone: Email: Email: 19.Purchaseand Sale. Buyer agrees to buy and Seller agrees to sell the commercial real estate identified in Section 1 as the Property and all improvements thereon. Unless expressly provided otherwise in this Agreement or its Addenda, the Properly shall include (i)all of Selle�'s rights, tide and interest in the Property, (ii]all easements and rights appurtenant to the Property, (iii)all bu9ldings, fixtures, and improvements on the Property, (iv)all unexpired leases and subleases; and (v)all included personal ProPertS'• 20.Acceptance;Counteroffers.lf this offer is not timely accepted, it shail lapse and the earnest money shall be refunded to Buyer. If either party makes a fiztttre counteroffer, the other party shall have until 5:00 p.m. on the day(if not filled in,the second day) following receipt to accept the counteroffer, unless sooner withdrawn. If the counteroffer is not timely accepted or cauntered, this Agreement shall lapse and the earnest maney shall be refunded to Buyer. No acceptance, offer or counteroffer from Buyer is effective until a signed copy is received by Seller, the Lisdng Broker or the licensed office of the Listing �roker. No acceptance, offer or counteroffer from Seller is effective until a signed copy is received by Buyer, the Selling Broker or the licensed office of the Selling Broker. "Mutual Acceptance" shall occur r,Q� 3/14/2022 Buye� -�ate_ Buye_ Date_ � n�j.'� Selle�,➢ate� Seller_ Aa� DocuSign Envelope ID:EDSCC581-C62A-4F26-8956-OA23215E289A �;+► ■ � �,.�., Commercial&Investment Real Estate comm�c�a1 srokers,�sooaaon Purchase&Sale Agreement Au.x�ctrrsnFs�a�� CfIA Farm P�lA�Wrchase&SaleAgreenent a�.�nozo Pa�3�75 when the last counteroffer is signed by the offeree,and the fuIly-signed counteroffer has been received by the�fferor, his or her broker, or the licensed office of the broker. If any party is not represented by a broker, then notices must be delivered to that party and shall be effective when received by that party. 21.Eamest Money.Selling Broker and Selling Firm are authorized to transfer Earnest Money to Closing Agent as necessary. Selling Firm shall deposit any check to be held by Selling Firm within 3 days after receipt or Mutual Acceptance, whichever occurs later. If the Earnest Money is to be held by Selling Firm and is aver$10,OOfl, it shall he deposited to:_the Selling Firm's pooled tn►st account(with interest paid to the State Treasurer); or_a separate interest bearing trust accaunt in Selling Firm's name, provided that Buyer completes an IRS Form W-9 (if not completed, separate interest bearing trust account). The interest, if any,shall be credited at closing to Buyer.If this sale fails to close,whoever is entitled to the Earnest Money is entitled to interest Unless otherwise provided in this Agreement, tkte Earnest Money shall be appticable to the Purchase Price. 22.Titie Insurance. a.Title Report.Seller authorizes Buyer, its Lender, Listing Broker, Selling Broker or Closing Agent, at Selle�'s expense, to apply for and deliver to Buyer a standard coverage awne�'s policy of title insurance from the Titte Insurance Company. Buyer shall have the discretion to apply for an extended coverage owner's policy of title insurance and any endorsements, provided that Buyer shall pay the increased costs associated with an extended policy including the excess premium over that charged for a standard coverage policy,the cost of any endorsements requested by Buyer, and the cost of any survey required by the title insurer. [f Seller previously received a preliminary commihnent from a tide insurer that Buyer declines to use, Buyer shall pay any cancellation fee owing to the original title insurer. Otherwise, the party applying for ride insurance shall pay any title cancellation fee, in the event such a fee is assessed. b.Permitted Exceptions.Buyer shall notify Seller oFany objectionable matters in the tide report or any supplemental report within the earlier of: (a)._days(20 days if not completed) after receipt of the preliminary commihnent for title insurance; or(b)the Feasibility Contingency Date.This Agreement shall terminate and Buyer shall receive a refund of the earnest money, less any costs advanced or committed for Buyer, unless within five(5)days of Buyer's notice of such objections Selter shall give notice, in wriring, of its intent to remove all objectionable provisions before Closing.If Seller fails to give timely notice that it will clear all disapproved objections, this Agreement shall automatically terminate and Buyer shall receive a refund of the earnest money,less any costs advanced or committed far Buyer, unless Buyer notifies Seller within three (3)days that Buyer waives any objections which Seller does not agree to remove. If any new title.matters are disclosed in a supplemental tatle report then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Buye�'s notice of objections must be delivered within three (3} days of recerpt of the supplemental report by Buyer and Sellec's response or Buyer's waiver must be delivered within two (2) days of Buyer's notice of objections. The Closing Date shall be extended to the extent necessary to permit time for these notices. Buyer shall not be required to object to any mortgage or deed af trust liens,or the statutory lien for real property taxes, and the same shall not be deemed to be Permitted Exceptions; provided,however, that the lien seeuring any financing which Buyer has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its ob}ections shatl be referred to collectively as the "Permitted Exceptions." Seller shall reasonably cooperate with Buyer and the tide company to clear objectionable title matters and shall provide an affidavit containing the information and reasonable covenants requested by the atle company. The title policyshal]contain no exceptions other than the General Exclusions and Exceptions common to such form of policyand the Pertnitted Exceptions. c.Title Policy. At Closing, Buyer shall receive an ALTA Form 2�06 Owner's Policy of Tide Insurance with standard or eatended coverage (as specified by Buyer) dated as of the Closing Date in the amount of the Purchase Price, insuring that fee simple tide to the Property is vested in Buyer, subject only to the 3/14/2022 ��— (� 8uye��Date.� Buye� Date� f12.4-1� Selle�YDatEr" Seller_ oa� DocuSign Envelope ID:ED8CC581-CBZA-4F26-8956-OA23215E289A (�J r 1`1. �,.�,� Commercial&Investment RealEstate CommerdalBrokersAssad�on Purchase&Sale Agreement ALI.RIGHfS RESERVED CBA Farm PS1A�FVrcl�ase&Sete Agrcemmt Rev.�/zoza Page 4�15 Permitted Exceptions ["Title Policy"},provided that Buyer acknawledges that obtaining extended coverage may be eonditioned on the Title Company's receipt of a satisfactory survey paid for�y Buyer. If Buyer elects extended coverage, then Seller shall execute and deliver to the Title Company on or before Closing the su�h affidavits and otr�er documents as the Title Company reasonably and customarily requires to issue extended coverage. 23.Feasbility Cantingcncy.Buyer's obligations under this Agreement are conditioned upon Buyer's satisfaction, in Buyer's sole discretion, conceming all aspects of the Property, including its physical condition; the presence of or absence of any hazardous substances; the contracts and leases affecting the Property; the potential financial perFormance of the Property; the availability of government permits and appravais; and the feasihility of the Property for Buyer's intended purpose. This Agreernent shall terminate and Buyer shall receive a refund of the earnest money unless Buyer gives notice that the Feasibility Contingency is satisfied to Seller before 5:OOpm on the Feasibility Contingency Date. If such notice is timely given,the feasibitity contingency shall be deemed to be satisfied and Buyer shall be deemed to have accepted and waived any objection regarding any aspects of the Properly as�they exist on the Feasibility Contingency Date. a.Books,Records,Leases,Agreements. Within�days (3 days if not filled in) Seller shall deliver to Buyer or post in an online database maintained by Seller or Listing Broker, to which Buyer has been given unlimited access,true, correct and complete copies of all documents in Selle�'s possession or control retating to the ownership, operation, renovation or development of the Property, excluding appraisals or other statements of value, and including the foliowing: statements For real estate t�xes, assessments, and utilities for the last three years and year to date; praperty management agreements and any other agreements with professionals or cansultants; leases or other agreements relating to occupancy of all or a portion of the Property and a suite-by-suite schedule of tenants, rents, prepaid rents, deposits and fees;plans,specifications, permits, applications, drawings, surveys,and studies; maintenance records, accounting records and audit reports for the last three years and year to date; any existing environmentai reparts; any existing surveys;any existing inspection reports; and"Vendor Contracts" which shall include maintenance or service contracts, and installments purchase contracts or leases of personal property or ftxtures used in connection with the Property. Buyer shall determine by the Feasibility Contingency Date: (i)whether Seller will agree to terminate any objectionable Vendor Contracts; and (ii)whether Seller wili agree to pay any damages or penalties resulUng from the ter►nination of objectionable Vendor Contracts. Buyer's waiver of the Feasibility Contingency shall he deemed Buyer's acceptance of all Vendor Contracts which Seller has not agreed in writing to terminate. Buyer shall be solely responsible for obtaining any required consents to such assumption and the payment of any assumptian fees. Seller shall cooperate with Buyer's efforts to receive any such consents but shall not be required to incur any aut-of-packet expenses or liability in doing so.Any information provided or to be provided by Seller with respect to the Praperty is solety for Buyer's convenience and Seller has not made any independent investagation or verification of such information (other than that the documents are true, correct, and complete, as stated above) and makes no representations as to the accuracy or completeness of such information, except to the extent expressly pravided otherwise in this Agreement 5eller shall transfer the Vendor Contracts as provided in Section 25. b.Access. Seller shall permit Buyer and its agents, at Buyer's sale expense and risk,to enter the Property at reasanable times subject to the rights of and after ]egal notice to tenants, to conduct inspections concerning the Properiy, including without limitation, the structural condition of improvements, hazardous materials, pest infestation, soils conditions,sensitive areas, wetlands, or ather rnat#ers affecting the feasibility of the Property for Buyer's intended use.Buyer shall schedule any entry onto the Property with Seller in advance and shall comply with Seller's reasonable requirements including those relating to security, confidentiality, and disruption of Seller s tenants. Prior to entering the Property and while conductii►g any inspections, Buyer shall,at no cost or expense to Seller: (a) procure and maintain commercial generai liability(occurrence) insurance in an amount no less than$2,000,000 on commercially reasonable terms adequate to insure against all liahility arising out of any entry onto or Buye��3/14/2022 e'�aFe_ Bvye� Date_ � Selfed�/Date��5211er_ Da� DocuSign Envelope ID:ED8CC581-C62A-4F26-8956-OA23215E289A �� 1\ REf1EW6LDXMXV Commercial&Investment Real Estate Commerrial BrokenAssmletion Purchase&Sale Agreement '�.�.R��R�s�� CHA V'orm PS�3A�Purclase&Sale A�eanent Rev.7�G020 page 5�15 inspections of the Property that lists Seller and Tenant as additional insureds; and (b) deliver to 5eller prior to entry upon the Property certificates of insurance for Buyer and any applicable agents or representatives evidencing such required insurance. Buyer shall not perform any invasive testing including environmental inspections beyond a phase I assessment or contact the tenants or property management personnel without obtaining Seller's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Buyer shall restore the Properry and all improvements to substantially the same condition they were in prior to inspection. Buyer shalt be solely responsible for all costs of its inspections and feasibility analysis and has no authority to bind the Property for purposes of statutory liens.Buyer agrees to indemnify and defend Seller from all liens,costs,claims,and expenses, including attorneys' and experts' fees,arising from or relating to enhy onto or inspection of the Property by Buyer and its agents, which obligatian shall survive closing.Buyer may continue to enter the Property in accordance with the foregoing terms and conditions after removal or satisfaction of the Feasibility Condngency only forthe purpose of leasing orto satisfy condikions of financing. c.Buyer waives,to the fuliestextent permissible by law,the rigtit to receive a seller disclosure statement (e.g. "Form 17"}if required by RCW 64.Q6 and its right to rescind this Agreement pursuant thereto. However, if Seller would otherwise be required to provide Buyer with a Form 17,and if the answer to any of the questions in the section of the Form 17 entitled "Environmental" would be"yes," then Buyer does not waive the receipt of the "Environmental" section of the Form 17 which shall be provided by Selter. 24.Conveyance.Titleshall be conveyed subject onlyto the Permitted Exceptions. If this Agreement is for conveyance of Seller's vendee's interest in a Real Estate Contract the deed shall include a contxact vendee's assignment sufficient to convey after-acquired tirle.At Closing,Seller and Buyer shall execute and deliver tn ClosingAgent CBA Form PS-AS Assignment and Assumption Agreement transferring all leases and Vendor Contracts assumed by Buyer pursuant to Section 25(b) and all intangible property transferred pursuant to Section 25(b). 25.Personal Property. a. If this sale includes the personal property located on and used in connection with the Property, Seller will itemize such persnnal property in an Exhibit to be attached to this Agreement within ten(10) days of Mutual Acceptance. The value assigned to any personal property shall be$ (if not completed, the County-assessed value ifavailable, and if not available, the fair market value determined by an appraiser selected by the Listing Broker and Selling Broker). Seller warrants titte to, hut not the condition of,the personal pmperty and shall convey it by bill of sale. � b. ln addition to the leases and Vendor Coniracts assumed by Buyer pursuant to Section 24 above,this sale includes ai1 right, tide and interest of Se11er to the following intangibte properly now or hereafter e�cisting with respect to the Property including without limitation:all rights-of-way, rights of ingress or egress or other interests in,on,or to,any land,highway, street, road, or avenue, open or proposed, in, on,or across,in front of,abutting or adjoining the Property; all rights to utilities serving the Propercy; all drawings, plans,specificat�ons and other architecturai or engineering work product; all governmental permits, certificates, licenses,authorizations and approvals; all rights, claims,causes of actian, and warranties under contracts with con�actors, engineers, architects, consultants or other parties associated with the Property; all utility,security and other deposits and reserve accounts made as security for the fulfillment of any of Seller's obligations; any name of or telephone numbers for the Properiy and related trademarks, service marks or trade dress; and guaranties, warranties or other assurances of performance received. 26.Seller's Underlying Financing.Unless Buyer is assuming Seller's underlying financing, Seller shall be responsible for confirming the e�cisting underlying financing is not subject to any "lockout or simitar �� covenant which would prevent the lender's lien from being released at closing.In addition, Seller shall rq� 3/14/2022 � � Buye_ �ate_ Buyer Pate� /�� t Sellefr{!t bat��y ller_ Da� DocuSign Envelope ID: ED8CC581-CB2A-4F26-8956-OA23215E289A �SVI�l �„�.�, Commercial&Investment Real Estate Commera�BrokmAsm�o� Purchase&Sale Agreement �u.t.xx�MrsxFs�xvEo , CBA Form PStA�FLrcl�e&Sale Agreernent � Rev.7�tOZD Page 6�15 pmvide Buyer nQtice prior to the Feasibility Contingency Date if Seller is required to substitute securities for the Property as collateral for the underlying financing (known as "defeasance"). If 5eller provides this notice of defeasance to Buyer, then the parties shall ctose the transaction in accordance with the process described in CBA Form PS D or any different process identified in Sellet's defeasance notice to Buyer. 27.Clasing of Sale. Buyer and Seller shall deposit with Ctosing Agent by 12:OQ p.m,on the scheduled Closing Date all instruments and monies required to complete the purchase in accordance with this Agreemen� Upon receipt of such instruments and monies,Closing Agent shall cause the deed to be recorded and shall pay to Seller, in immediately available funds,the Purchase Price less any costs or other amounts to be paid by Seiler at Closing. "Closing'shall he deemed to have occurred when the deed is recorded and the sale proceeds are available to Seller. Time is of the essence in the perfortnance of this Agreement Sale proceeds shall be considered available to 5eller, even if they cannot be disbursed to Seller until the next business day after Closing.Notwithstanding the foregoing, if Seller informed Buyer before the Feasibility Contingency Date that Seller s underlying financing requires that it be defeased and may not be paid off, then Closing shall be conducted in accordance with the three(3)-day closing process described in CBA Form PS_D.This Agreement is intended to constitute escrow instntctions to Closing Agent Buyer and Seller will provide any supplementat instructions requested by Closing Agent provided the same are consistent with this Agreement 28.Closing Costs and Prorations.Seller shall deliver an updated rent roll to Closing Agent not later than two (Z) days before the scheduled Closing Date in the form required by Secaon 23(a) and any other information reasonably requested by Closing Agent to allaw ClosingAgent to prepare a settlement statement for Closing.Seller certifies that the information contained in the rent roll is correct as of the date submitted. Seller shall pay the premium for the owner's standard coverage title policy.Buyer shall pay tlie excess premium ath-ibutable to any extended coverage or endorsements requested by Buyer, and the cost of any survey required in connection with the same.Seller and Buyer shall each pay one-half of the escrow fees. Any real estate excise taxes shall be paid by the party who bears primary responsibility for payment under the applicable statute or code.Real and personal property taxes and assessments payable in the year of closing; collected rents on any e�sting tenancies; expenses already incurred by Seller that relate to services to be provided to the Property after the Clasing Date;interest; utilities; and other operating expenses shall be pro-rated as of Ciosing.Seller will be charged and credited for the amounts of all of the pro-rated items relating to the period up to and including 11:59 pm Pacific Time on the day preceding the Closing Date, and Buyer will be charged and credited for all of the pro-rated items relating to the period on and after the Closing Date. If tenants pay any of the foregoing expenses directly, then ClosingAgent shall oniy pro raCe those expenses paid by Seller. Buyer shall pay to Seller at Closing an additional sum equal to any utility deposits or mortgage reseroes for assumed financing for which Buyer receives the benefit after Closing.Buyer shall pay all costs of financing including the premium for the lender`s tide policy.If the Property was taxed under a deferred classification prior to Closing,then Seller shail pay all taxes, interes� penalties, deferred taxes or similar iterrts which result from removal of the Properry from the deEerred classification.At Closing,ai]refundable deposits on tenancies shall be credited to Buyer or delivered to Buyer for deposit in a trust account ifrequired by state or local law. Buyer shall pay any sales or use tax applicable to the transfer of personal property included in the sale. 29.Post-Closing Adjustments,Collections,andPayments.After Closing,Buyer and Seller shall recancile the actual amount of revenues or liabilities upon receipt or payment thereof to the extent those items were prorated or credited at Closing based upon estimates.Any bills or invoices received by Buyer after Clasing which relate to services rendered or goods delivered to the Selter or the Property prior to Closing shall be paid by Seller upon presentation of such bili ar invoice.At Buyer's option,Buyer may pay such bill or invoice and be reimbursed the amount paid plus interest at the rate of 12% per annum beginning fifteen (15) days from the date of Buyer's written demand to Seller for reimbursement unril such reimbursement is made. Notwithstanding the foregoing, iftenants pay certain expenses based on r,Q� 3/14/2022 ��/ Buye2�_ Buyer Date_ "'"" Selle�".� Dat��3eller� Aate DocuSign Envefope ID:ED8CC581-CB2A-4F26-8956-OA23215E289A C�SVt`I PERERiGOlSPAfi1' Commercial&InvestmentRealEstate Commercia'BrokersA��on Purchase&Sale Agreement ALLRIGki1SRFSFRVID CBA Form PS-lA�IUrchaze&Sale A��mt t�.�/zozn Page 7�15 estimates subject to a post-closing recanciliation to the actual amount o€those eacpenses, then Buyer shatl be entitled to any surplus and shall be liable for any credit resulting from the reconciliation. Rents collected from each tenant after CIosing shall be applied first to rentals due most recendy from such tenant for the period after closing and the balance shall be applied for the benefit of Seller for delinquent rentals owed for a period prior to closing.The amounts applied for the benefit of Seller shall be turned over by Buyer to Seller promptly after receipt Seller shall be entitled to pursue any lawful methods of collection of delinquent rents but shall have no right to evict tenants after Closing. Any adjus�r►ent shall be made, if any,within 1�8Q days oF the Closing Date, and if a party fails to request an adjustment by notice delivered to the other party within the applicable period set forth above (such notice to specify in reasonable detail the items witt►in the Closing Statement that such party desires to adjust and the reasons for such adjustment), then the allocations and prorations at Closing shall be binding and conclusive against such party. 30.Operations Prior to Closing. Prior to Closing, Se(ler shall continue to operate the Property in the ordinary , course of its business and maintain the Property in the same or better condition than as existing on the date of Mutual Acceptance but shall not be required to repair material damage from casualty except as otherwise provided in this Agreement After the Feasihility Contingency Date, Seller shall not enter into or modify existing rental agreements or leases [except that Selier may enter into, modify,extend, renew or terminate residential retttal agreements orresidential leases for periods of 12 months or less in the ordinary course of its business),service caniracts, or other agreements affecting the Property which have terms extending beyond Closing without obtaining Buyer's consent which shall not be withheld unreasonably. 31.Possession. Buyer shalt accept possession subject to all tenancies disclosed to Buyer before the Feasibility Contingency Date. 32.Seller's Representations.Except as disclosed to or known by Buyer prior to the satisfaction or waiver of the Peasibility Contingency, including in the books,records and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller represents to Buyer that, to the best of Seller's actual knowledge, each of the following is true as of the date hereof: (a) Seller is authorized to enter into the Agreement, to seil the Properly, and to perform its obligations under the Agreement, and no further consent waiver, approval or authorization is required from any person or entity to execute and perform under this Agreement; (b)The books,records, leases,agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding the operation and condition of the Property, are true, accurate and complete to the best of Sellet's knowledge, and no other contracts or agreements exist that will be binding on Buyer after Closin� (c)SelIer has not received any written notices that the Property or any business conducted thereon violate any applicable laws,regulations, codes and ordinances; [d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use;(e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after Closing; (� There is no pending or threatened condemnation or similarproceedings affecting the Property, and the Property is not within the boundaries of any planned or authorized local improvement district; (g)Seller has paid (except to the e�ent prorated at Closing) all local,state and federai taxes (other than real and personal property taxes and assessments des�ribed in Section 28 above) attributable to the period prior to closingwhich,if not paid, cauld constitute a lien on Property (including any personal property), or for which Buyer may be held liable after Closing; (h) Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer before the Feasibility Contingency Date; (i)There are no Hazardous Substances (as defined below) currently located in,on,or under the Froperty in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Property; and there is no pending or threatened investigation or remedial ac6on by any (;a� 3/14/2022 ,,,,,,'/ Buye�_ Buye� Date� 'T— Selle�(Date�y�'�Seller_ Da� DocuSign Envelope ID:ED8CC581-C62A-4F26-8956-OA23215E289A t�S Y 1`! �„�.� Commercia l&Investment Real Estate Commacfal BrokcsAssafatlon Purchase&Sale Agreement �,.R�ct+Ts aEs�vm CBA Porm PS]A�Purchase&�IeAsrxmmt neV.�nozo e�a�is governmental agency regarding the release of Fiazardous Substances or the violation of Environmental Law at the Property; (j)Seller has not granted any options nor obligated itself in any matter whatsoever to sell the Property or any portion thereof to any party other than Buyer; and (k)Neither Seller nor any of its respective partners, members, shareholders or other equity owners, is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control ("OFAC ) of the Department of the Treasury (including those named on OFAC's Specially „ Designated and Blocked Persons List)or under any statute or executive order; and (1)the individual signing this Agreement on behalf of Seller represenis and warrants to Buyer that he or she has the authority to act on behalf of and bind Selier. As used herein, the terrn "Hazardous Substances" shall mean any substance or material now or hereafter defined ar regulated as a hazardous substance, hazardous waste, to�dc substance, pollutant or contaminant under any federal, state, or local law,regulation, or ordinance governing any substance that could cause actual or suspected harm to human health or the environment ("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not Iimited to, petroleum, petroleum by-products, and asbestos. [f prior to Closing Seller or Buyer discovers any information which would cause any of the representations above to be false if the representadons were deemed made as of the date of such discovery,then the party discovering the information shall promptly notify the other party in writing and Buyer, as its sole remedy,may elect to terminate this Agreement by giving Seller notice of such termination within five(5)days after Buyer first received actual notice (with the Closing Date extended to accommodate such Hve(5] day period), and in such event, the Earnest Money Deposit shall be returned to Buyer. Buyer shali give notice of termination within five(5)days of discovering or receiving written noiice of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly discovered information such that a representation provided for above was false. 33.As-Is. Except for the express representations and warranties in this Agreement (a) Seller makes no representations or warranties regarding the Property; (b] Seller hereby disclaims,and Buyer hereby waives,any and all representations or warranties of any kind,express or implied, concerning the Properly or any portion thereof, as to its condition, value, compliance with laws,status of permits or approvals, existence or absence of hazardous material on site,suitability for Buyer's intended use, occupancy rate or any other matter of similar or dissimilar nature relating in any way to the Property, including the warranties of fitness for a particular purpose, tenantability, habitability and use; (c}Buyer takes the Property "AS IS" and with a!1 faults;and (d) Buyer represents and warrants to Seller that Buyer has sufficient experience and e�ertise such that it is reasonable for Buyer to rely on its own pre-closing inspections and investigations. 34.Buyer's Representations.Suyer represents that Buyer is authorized to enter into the Agreerr�ent; to buy the Pmperty; to perform its`obligations under the Agreement; and that neither the execution and delivery of this Agreement nor the consummation of the transaction contemplated hereby will:(a)conflict with or result in a breach of any law, regulation, writ, injunction or decree of any court or government�l instrumentality applicable to Buyer; or(b) constitute a breach of any agreement to which Buyer is a party or bywhich Buyer is bound. The individual signing this Agreement on behalf of Buyer represents that he or she has the authority to act on behalf of and bind Buyer. 35.Claims.Any claim or cause of action with respect to a breach of the representations and warranties set forth herein shall survive for a period of nine (9) months from the Closing Date, at which time such representations and warrandes (and any cause of action resulting from a breach thereof not then in litigatian,including indemnification claims)shall terminate. Notwithstanding anything to the conti-ary in this AgreemenL (a)Buyer shall nat make a claim against Seller for damages f�r breach or default of any representaaon or warranty, unless the amount of such claim is reasonably anticipated to exceed $25,000; ra' 3/14/2022 Buyer�ae_. Buye� Date� � Se]]e�'Da[e��St.Rler� Dare DocuSign Envelope ID:EDSCC581-C82A-4F26-8956-OA23215E289A �sv�r ��.�, Commercial&Investment Rea]Estate CammercW BrokasAssaci�on Purchase&Sale Agreement n�.�.R,��s�v�n CBA Form PS-lA�Rtrc}ase&Sa�e Agrmnmt Iiev.7�1020 Pa�9�I5 and (b) under no circumstances shall Seller be liable to Buyer on account of any breach of any representation or warranty in the aggregate in excess of the amount equal to$250,000, except in the event of Selle�'s fraud or intentional misrepresentation with respect to any representation or warranty regarding the environmental condition of the Property, in which case Buye�'s damages shall be unlimited. 36.Condemnation and Casualty.Seller bears all risk of loss until Closing and thereafter Buyer bears all risk of loss.Buyer may terminate this A�eement and obtain a refund of the earnest money if improvements on the Property are materially damaged or if condemnation proceedings are commenced against all or a portion of the Property before Closing,ta be exercised by notice to Seller within ten (10) days after 5elle�'s notice to Buyer of the occurrence of the damage or condemnation proceedings. Damage will be considered materiai if the cost of repair exceeds the lesser of$100,Q00 or five percent {5%) of the Purchase Price.A�ternatively, Buyer may elect to proceed with closing,in which case,at Closing,Se11er shall not be obligated to repair any damage, and shall assign to Buyer all claims and right to proceeds under any property insurance policy and shall credit to Buyer at Closing the amount of any deductible provided for in the policy. 37.FIRPTA Tax Withholding at Closing. Closing Agent is instructed to prepare a certification (CBA or NWMLS Form 22E,or equivalent) that Seller is not a"foreign person" within the meaning of the Foreign Investment in Real Property T�Act, and Seller shall sign iton or before Closing.If Seller is a foreign person, and this transaction is not otherwise exempt from FIRPTA, Closing Agent is instructed ta withhold and pay the required amount to the Internal Revenue Service. 38.Notices. Unless otherwise specified,any notice required or permitted in,or related to,this Agreernent (including revocations of offers and counteroffers) must be in writing. Nodces to Seller must be signed by at least one Buyer and must be delivered to Seller and Listing Broker with a courtesy copy to any other party idenfified as a recipient of notices in Section 18.A notice to Seller shall be deemed delivered only when received by Seller and Listing Broker, or the licensed office of Lisdng Braker. Notices to Buyer must be signed by at least one Seller and must be delivered to Buyer,with a copy to Selfing Broker and with a courtesy copy to any other party identified as a recipient of notices in Section 18.A notice to Buyer shall be deemed delivered only-when received by Buyer and Selling Broker, or the licensed office of Selling Broker. Selling Broker and Listing Broker otherwise have no responsibility to advise parties of receipt of a notice beyond either phoning the represented party or causing a copy of the notice to be delivered to the party's address provided in this Agreement Buyer and Seller shall keep Selling Broker and Listing Broker advised of their whereabouts in order to receive prompt notification of receipt of a notice. If any party,is not represented by a licensee,then notices must be delivered to and shall be effective when received hy that party at the address, fax number, or email indicated in Section 18. Facsimile transmission of any notice or document shall constitute delivery.E-mail transmission of any notice or document [or a direct linkto such notice or document) shall constitute delivery when: (i)the e-mail is sent to both 5elling Broker and Selling Firm or both Listing Broker and Listing Firm at the e-mail addresses specified on page two of this Agreement; or(ii)Selling Brolcer or Listing Broker provide written acknowledgment of receipt of the e-mail (an automatic e-mail reply does not constitute written acknowledgment). At the reyuest of either party, or the Closing Agent, the parties will confirm facsimile or e-mail transmitted signatures by signing an original document 39.Computation of Time.Unless otherwise specified in this Agreement, any period of time in this Agreement shall mean Pacific Time and shall begin the day after the event starling the period and shall expire at 5:00 p.m.of the last calendar day of tt►e specified period of time, unless the last day is a Saturday, Sunday or legal holiday as defined in RCW 1.16.U50, in which case the specified period of time shall e3cpire on the next day that is not a Saturday, Sunday ar legal holiday.Any specified periad of five(5) days or less shall not include Saturdays, Sundays or legal holidays. Notwithstanding the foregoing references to specific dates or tirnes or number of hours shall mean those dates, times ar number of hours; provided, however, �I ,Q� 3/14/2022 Buyer��'a�� Buyer Date� � ��,�r [��y ZL Seller,�Cl DatcL Seller� Dare DocuSign Envelope ID:ED8CC581-CB2A-4F26-8956-OA23215E289A (�,Y�`S r 1`1 f1ERfR�CO4piNY Commercial&Investment Real Estate Commercial BrukersAssotiatlon Purchase&Sale Agreement Au.x�cxrs xFs�� CBA Form PS1A�FLrctese&SeleAgeemen[ Rev.7�GOZ0 Page 10�15 that if the Closing Date falls on a Saturday, Sunday, or legal holiday as defined in RCW 1.16.050, or a date when�the county recording office is closed,then the Closing Date shall be the neact regular business day.lf the parties agree upon and attach a legal description after this Agreement is signed by the offeree and delivered to the offeror, then for the purposes of computing time,rnutual acceptance shall be deemed to be on the date of delivery of an accepted offer or counteroffer to the offeror, rather than on the date the legal description is attached. 4Q.Assignment. Buye�'s rights and obiigations under this Agreement are not assignable without the prior written consent of Seller,which shall not be withheld unreasonably; provided, however, Buyer may assign this Agreement without the consent of 5eller, but with notice to Seller, to any enhty under c�mmon control and ownership of Buyer,provided no such assignment shall relieve Buyer of its obligations hereunder. lfthe words "and/or assigns" or similarwords are used to identify Buyer in Section 2,then this Agreement may be assigned with notice to Seller but without need for Seller's consent The party identified as the initial Buyer shall remain responsible for those obligations of Buy,er stated in tfiis Agreement notwithstanding any assignment and, if this Agreement provides for Seller to finance a portion of the purchase price, then the party identified as the initial Buyer shal(guarantee payment of Seller financing. 41. Default and Attomeys'Fees. a.Buyex's default.In the event Buyer fails,without legal excuse,to complete the purchase of the Prnperty, then the applicable provision as identified in Section 13 shall apply: i. Forfeiture of Eamest Money.Seller may terminate this Agreement and keep that pordan of the earnest money that does not exceed five percent (5a/o)of the Purchase Price as liquidated damages as the sole and exclusive remedy available to Seller for such failure. ii. Seller's Election ofRemedies. 5eller may,at its option, (a)terminate this Agreement and keep that portion of the earnest money that does not exceed five percent (5%)of the Purchase Priee as liquidated damages as the sole and exclusive remedy available to Seller for such failure, (b)bring suit against Buyer for Seller's actual damages, (c)bring suit to specifically enforce this Agreement and recover any incidental damages, or [d}pursue any other rights or remedies available at law or equity. b.Seller's default.ln the event Seller fails,without legal excuse,to complete the sale of the Property, then the applicable provision as identified in Section 14 shall apply: i. Recover Eamest Maney or Specific Enforcement.As Buyet's sole remedy, Buyer may either (a) terminate ti�is Agreement and recover all earnest money or fees paid by Buyer whether or not the same are idendfied as refundable or applicable to the purchase price; or(b)bring suit to specifically enforce this Agreement and recover incidental damages, provided,however, Buyer must file suit within siacty(b0) days from the Closing Date or from the date Seller has provided hotice to Buyer that Seiler will not�proceed with closing,whichever is earlier. ii. Buyer's Blection of Remedies.Buyer may,at its option, (a) bring suit against Seiler for Buyer's actual damages, (b) bring suit to speci�cally enforce this Agreement and recover any incidental damages, or(c)pursue any ather rights or remedies available at law or equity. c. Neither Buyer nor Seller may recover consequential damages such as lost prafits. If Buyer or Seller institutes suit against the other concerning this Agreement, the prevailing party is entitled to reasonable attorneys' fees and costs.In the event of trial, the amount of the attorneys' fees shall be fixed by the court The venue of any suit shall be the county in which the Property is located, and this Agreement shall be governed by the laws of the State of Washington without regard to its principles of conflicts of laws. ��3/14/2022 Buye= uatP_ Buyer Date_ � r !'' �� Sell�r/k!/DatA�+� SeLLer_ Da� DocuSign Envelope ID:ED8CC581-CBZA-4F26-8956-OA23215E289A ��1� �rnxacc�swxr Commercial&Investment Rea]Estate Commercial Brokerswua�ation Purehase&Sale Agreement AL[.RIGHTSRFSERVED CBA Form PSSA�Purc}ase&SaleARreanmt Reu.7�1020 Pa�11�15 42.MiscellaneousProvisions. a.Complete Agreement.This Agreernent and any addenda and exhibits thereto state the entire understanding of Buyer and Seller regarding the sale of the.Property. There are no verbal or other written agreecnents which modify or affect the Agreement, and no modiftcation of this Agreement shall be effective unless agreed in writing and signed by the parties. b.Counterpart Signatures.This Agreement may be signed in counterpart, each signed counterpart shall be deemed an original, and all counterparts together shall constitute one and the same agreement c.Eiectronic Delivery and Signatures.Etectronic delivery of documents (e.g.,�ansmission by facsimile or email)inclnding signed offers or counteroffers and notices shall be legally sufficient to bind the parry the same as delivery of an originai. At the request of either parry, or the Closing Agent the parties will replace electronically delivered offers or counteroffers with original documents. The parties acknowledge that a signature in electronic form has the same legal effect as a handwritten signature. d.Section 1031 Like-Kind Exchange.If either Buyer or Seiler intends for this transaction to be a part of a Section 1031 like-kind exchange, then the other party agrees to cooperate in the completion of the like- kind exchange so long as the cooperating party fncurs no additional liability in doing so,and so long as any e�enses [including attorneys' fees and costs)incurred by the cooperating party that are related only tn the exchange are paid or reimbursed to d�e cooperating party at or prior to Closing. Notwithstanding this provision,no party shall be obligated to extend closing as part of its agreement to facilitate completion of a like-kind exchanged. ln addition, notwithstanding Section 40 above, any parry completing a Section 1031 like-kind exchange may assign this Agreement to its qualified intermediary or any entiry set up for the purposes af completing a reverse exchange. 43.Information Transfer.In the event this Agreement is terminated, Buyer agrees to deliver to Seller within ten [10) days of Seller's written request copies of ali materials received from Seller and any non- privileged pians,studies, reparts, inspections,appraisals, surveys,drawings, perrnits, applications or ather development work praduct relating to the Property in Buyer s possession or cantrol as of the date this Agreement is terminated. 44.Confidentrality.UntiI and unless closing has been cnnsummated, Buyer and Seller shall follow reasonable measures to prevent unnecessary disclosure of information obtained in connection with the negotiation and performance of this Agreement Neither party shall use or knowingly permit the use of any such information in any manner detrimental to the other party. 45.Agency Disclosure. Selling Firm,Selling Firtn's Designated Sroker, Selling Broker's Branch Manager (if any] and Selling Brokefs Managing Broker (if any)represent the same party that Selling Brokei• represents. Listing Firm,Listing Firni s Designated Broker, Listing Broker's Branch Manager (if any),and Listing Broker's Managing Broker (ifany) represent the same party that the Listing Broker represents. If 5elling Broker and Listing Broker are different persons affiliated with the same Firm, then both Buyer and Seller confirm their consent to the Brokers' Designated Broker, Branch Manager (if any), and Managing Broker(if any} representing both parties as a dual agent If Selling Braker and Listing Broker are the same person representing both parties, then both Buyer and Seller conftrm their consent to that person and his/her Designated Broker, Branch Manager (if any), and Managing Broker {if any) representing bath parties as dual agents. All parcies acknowledge receipt of the pamphlet entided "The Law of Real Estate Agency." 46.Seller's Acceptance and Brokerage Agreement. Seller agrees to sell the Properly on the terms and conditions herein, and further agrees to pay a commission in a total amount computed in accordance with the 2isiing or commission agceement If there is no written listing or commission agreement, Seller agrees ;�3/14/2022 Buyer Date� Buyer_ Dace_ � ,,�2 L Selle� Dat� Seller_ Dafi DocuSign Envelope ID:ED8CC581-CB2A-4F26-8956-OA23215E289A �J�I, �a�� Commerciai&Investment Rea Estate Comm�dal6rokersAssaiatiou Purchase&Sale Agreement .4u,xpx�,us�vm CBA Form PS-SA�WmFase&Sale Agreement rs�v.�/zozo r�e iz�is ta pay a commission of�%of the sales price or$_.The cornmission shall be apportioned between Listing Firm and Selling Firm as specified in the listing or any co-brokerage agreement If there is no listing or written co-brokerage agreerrrent, then Listing Firm shall pay to Selling Firm a commission of_%of�e sales price or$_.Seller assigns to Listing Firm and Selling Firm a portion of the sales proceeds eyual to the commission.If the earnest money is retained as liquidated damages, any costs advanced or committed by Listing Firm or Selling Firm for Buyer or Seller shall be reimbursed or paid therefrom, and the balance shall be paid one-half to Seller and one-half to Listing Firm and Selling Firm according to the listing agreement and any co-brokerage agreement Selier and Buyer hereby consent to Listing Eirm and Selling Firm receiving compensation from more than ane party and irrevocably instruct the Closing Agent to disburse the commission(s)directly to the Firm(s).In any action by Listing Firm or Selling Firm to enforce this Section, the prevailing party is entitled to reasonable attorneys' fees and e�cpenses. Neither Listing Firm nor Selling Firm are receiving compensation fram more than one party to this transaction unless disclosed an an attached addendum, in which case Buyer and Selle� consent to such compensation. The Property described in auached Exhibit A is commercial real estate. Notwithstanding Section 44 above,the pages containing this Section, the parties' signatures and an attachment describing the Property may be recorded. 47.Listing Broker and Selling Broker Disclosure. EXCEPT AS OTHERW[SE DISCLOSED IN WRITING TO BUYER OR SELLER,THE SELLING BRdKER, LIST[NG BROKER,AND FIRMS HAVE NOT MADE ANY REPRESENTATI�NS OR WARRANTIES OR CONDUCTED ANY INDEPENDENT INVESTIGATION CONCERNING THE LEGAL EFFECT OF THIS AGREEMENT,BUYER'S ORSELLER`S FINANCIAL STRENGTH, BOOKS,RECORDS, REPORTS, STUDIES, OR OPERATING STATEMENTS; THE CONDITION OF THE PROPERTY OR ITS IMPROVEMENTS;THE FITNESS OF THE PROPERTY FOR BUYER'S INTENDED USE; OR OTHER MATTERS RELAT[NG TO THE PROPERTY, INCLUDING WITHOUT LIMiTATION, THE PROPERTY'S ZONTNG,BQUNDARIES, AREA, COMPLIANCE WITH APPLICABLE LAWS(INCLUDING LAWS REGARDING ACCESSIBILITY FOR DISABLED PERSONS�, OR HAZARDOUS OR TOXIC MATERIALS INCLUDING MOLD OR OTHER ALLERGENS.SELLER AND BUYER ARE EACH ADVISED TO ENGAGE QUALIFIED EXPERTS TO ASSIST WITH THESE DUE D[LIGENCE AND FEAS[BILITY MATTERS,AND ARE FURTHER ADVISED TO SEEK INDEPENDENT LEGAL AND TAX ADVICE RELATED TO THIS AGREEMENT. IN WITNESS WHEREOF,the parties have signed this Agreement intending to be bound. Buyer�iky af Pasco Seller City of Pacc em�drmrmeboeorEniRr em�dwn.s�e'7eeorec�q . di , oxueqma�� . T Buyer.�� Seller ., . . :�,F,�s_.�;�'.�,a`�:";'. �.nK ra� �R na,.k �„o• s 3/14/2022 Date � L'� Z'" D ate Buyer Seller a.n�ea x.ro�a�ryn.ors�nr v.n�m w�..cryvco[eenr Buyer Seller 9p�ure nd TtY 1�Yure ad'feY r�3/14/2022 � Buyer_ llaTe_ Buye_ Date� Sell� �at�J�G�Iler� Das DocuSign Envelope ID:ED8CC581-CB2A-4F26-8956-OA23215E289A �svr� �nvrsta�e�wr Commercial&Investment Real Estate commerciat erak�s�saiauan I'ur�hase&Sale Agreement �.�.�MrsR�srxven CBA Form PS-7 A�Rirclase&Sale Agreemm[ pev.7f2020 pape 13�15 Date Date EXHIBIT A* [Legal Description] tdb 1.89 acre portion �f FARM UNIT 78,IRR BLK 1, EXC TR-1 as shown below. r�3/14/2022 � Buye��D3CC� Buye� �ate_ � Sell�{ Datg�c5l Seller_ Date DocuSign Envelope ID:ED8CC581-C62A-4F26-8956-OA23215E289A ��1� pERf(tAGWDMNY Commercial&Investment Rea Estate Commerdal flrukasAzsaci�on Purchase&Sale Agreement .u,.A�a�rrsnFsexvID C6A Form PS1A�Plircl�ase&�le Agrttmeat Rev.7/2020 Pa�14�35 �Fr .'r.- 3:�£ ;t �5'ti: . '.��v �� '�� r:�:r . _ y.. . '_�,4�1` .�aa' -1 h�� Yh`. � '� f. ' _ ��t � • . �,�� T �,, a ti;.��- �q i � � �'� r , � . � *f�-�� -�l�.r:`4'. .- _��s ia� Y��'�� , bt�y� i ,i�...S • vL �y,_ �`i-,.: ��`4� '�'S ' _`_N s�" �':�� ' - ♦� ;�`� c.' "�• '�:r. Ta�rc Sile ,�� '' � `, - `>' ` ;�,• 20'Temp.Access „� ''�� Easement " . ' 4�:�� 34'Pertnanent Utilfty ,r�. 4 - - :'�., �'" -" � �14' Easemerd �G4 '_• r." -�'--�s=-�:.�:�a�.---..-a.._., _ .. ...._. - . ._ �.,» - �+--�'�! r...�;l..r. �. �F --:- yy.�'��i._ �.:N.��:�' �i� i . 6rt'Srte Accsaa Road N �! ; r , ' �"_y _ ;;r,�� ---�� „ �L;�, -. -� - ,1 t r� �F+ p e5 rn,' �., "" -.�,-: � 5�, � 4 - .ti,' ��_ . ��Ni. - . w!1f'r'l�VrG. , � `' •�,�.r�-�M�^+r � !h'!f ! . . _'f �i�',�,�' ; . � -... ' ..� y�, �` .t�' �, , ,?, II .x�,�� , ��' ��, - .. . .. w� �;. . �'�r?F�--' �� , �- - -. .- y� 1 _ ��+c'�� ,�h��a' 7 . ^ .. ��`..r. . .._.�,b�i__�.....� ��i � - � 'e '`4'�":t, _ -�-. '^�-;.' .,s= _ . - .-� .i. r�a�lt... .. . ,,��',�'��.�".� ,_�'� ; �;,� - --� .. , , ,.� _ �,; ��., � �r• - - ., : �.�;:►' �. �. �� .�:. �,,,r } _ -�� . � ��"� � ��-,- '- �.- �' '"`��•� ,�•__._ �-� �''�-' �s?�> • —� M,,,� y x"'�r-,., �+�� -�'-, r'=. � ,.1 a -z; � �.i.:� A� �: r�+q," s:.��i e".J► '!-P`; !�7y. '�"#. "-F�y�"�i� r. _� . .. . ��'��,�� r .� }�`} ',r. ... 3'�. •To ensure accuracy in the legal description,co�ider s�sritutmgthe legal descr9ption contained in the preliminarycommitrnent for title insurance or a copy of the Propert}�s lastvesting deed for this page.Do not neglect to label the substitution"Exhibit A."You should avoid transcribingthe legal description because any errorintranscription may render the legal descriptiw�inaccurate and this Agreement unenforceable. EXHIBIT B r,Q� 3/14/2022 � Buye�D3Li� Buyer. Date� i �^ Selley� Date�'�' Seller— Da� DocuSign Envelope ID:ED8CC581-CBZA-4F26-8956-OAZ3215E289A E�S♦1`i �„�.� Commercial&Investment Rea state f.ommerdal BrokersAssociatinn Purchase&Sale Agreement AI.I.RIG}��g��yVF� CBA Farnt PS7A I�n�&Sale Agremnmt Rev.7/202U Page 15�35 [Additional Terms] 1. Offer acceptance is subject to.final approval of all terms by Pasco City Council. 2. Buyer to bear full expense of creating a 1.89 acre (275' x 300') parcel as shown in green on Exhibit A. Seiler agrees to cooperate with signatures on reguired paperwork to complete process. 3. Earnest Money to be a non-refundable deposit payable to Seller upon mutual acceptance and credited to Buyer at closing. 4. Buyer to have immediate access and use of subject site. 5. Seller to grant Buyer a temporary 20' access easement from subject site to Broadmoor Blvd,as shown in purple on E�ibit A. 6. Seller to remave the existing pivot or other obstructions along th�south property line[old piv.ot not in.. use,is still at that location;would obstruct toe construction of the tank and temporary access). 7. Buyer to pay any penalties or assessments by removing subject lot from Open Spaces Designation. 8. Buyer agrees to immediately eacecute Franklin County "General Land Development Appfication"and"Short Plat(SP} Application Supplement" r,Q� 3/14/2022 � Buyer_�af_ B�ye_ Date_ Sell� Daa��S�eller_ Ua�