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4043 Resolution - PSA for Purchase Rd 76 Kelly Property
RESOLUTION NO. 4043 A RESOLUTION OF THE CITY OF PASCO, WASHINGTON, AUTHORIZING THE PURCHASE OF 3.6 ACRES LOCATED AT 2220 ROAD 76, PASCO, WASHINGTON WHEREAS, landowners of property located at 2220 Rd. 76, Pasco, WA., have authorized sale of their property for the amount of three -hundred and eighty-five thousand dollars ($385,000), and WHEREAS, through discussion of mutual goals of the Pasco Public Works Department for future locations of vital sanitary sewer infrastructure to serve this area of the community, and WHEREAS, the City has reviewed the Purchase and Sale Agreement and all associated exhibits attached thereto, and WHEREAS, the City has appropriated funding for purchase in the amount of the listing puce. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON: That the attached Purchase and Sale agreement 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 the City Manager is hereby authorized to execute the Purchase and Sale agreement attached hereto as Exhibit "A." Adopted by the City Council of the City of Pasco, Washington this 15th day of March, 2021. Saul Martinez Mayor ATTEST: Debra Barham, CMC City Clerk Resolution - Purchase Sale Agreement — Rd 76 Kelly Property DocuSign Envelope ID: 8C47BE60-1FO1-4FOF-849F-E854882A274B ©Copyright 2019 Form 25 Northwest Multiple Listing Ice Vacant Land Purchase &Sale VACANT LAND PURCHASE AND SALE AGREEMENT ALL RIGHTS RESERVED Rev. 7/19 SPECIFIC TERMS Page 1 of 5 1. Date: January 25, 2021 MLS No.: 250930 Offer Expiration Date: January 26, 2021 2. Buyer: J&J Kelly Construction, Inc. And/or assigns Buyer Buyer Status 3. Seller: Blue Gem Farms Seller Seller 4. Property: Legal Description attached as Exhibit A. Tax Parcel No(s).: 118431153 2220 Rd 76 Pasco, WA 99301 Address City County state Zip 5. Purchase Price: $ 385,000.00 Dollars 6. Earnest Money: $ 5,000.00 ❑X Check; ❑ Note; ❑ Other (held by ❑ Selling Firm; ❑ Closing Agent) 7. Default: (check only one) X❑ Forfeiture of Earnest Money; ❑ Seller's Election of Remedies S. Title Insurance Company: Cascade Title 9. Closing Agent: Rachael Hannah Company Individual (optional) 10. Closing Date: March 11, 2021 ; Possession Date: ❑X on Closing; ❑ Other 11. Services of Closing Agent for Payment of Utilities: ❑X Requested (attach NWMLS Form 22K); ❑ Waived 12. Charges/Assessments Levied Before but Due After Closing: X❑ assumed by Buyer; ❑ prepaid in full by Seller at Closing 13. Seller Citizenship (FIRPTA): Seller ❑ is; ❑X is not a foreign person for purposes of U.S. income taxation 14. Subdivision: The Property ❑ must be subdivided before ; X❑ is not required to be subdivided 15. Feasibility Contingency Expiration Date: ❑X 30 days after mutual acceptance; ❑ Other 16. Agency Disclosure: Selling Broker represents: ❑ Buyer; ❑ Seller; ❑X both parties; ❑ neither party Listing Broker represents: ❑ Seller;FX] both parties 17. Addenda: 22EF. 22T. 22D. 22A. 22K. 35F je—DocuSigned by: Uuy 'Pl oIrtS�VIA({tbin( 01/25/2021 8N'%HJ Kelly Construction, Inc. And/or assigns Date Buyers Signature Date Buyer's Address City, State, Zip Fax No. (509)539-3414 Phone No. Fax No. ke l lyfa m i 1y87(ft m a i I. com Buyer's E-mail Address MLS Office No. Century 21 -Tri -Cities Selling Firm MLS Office No. KEELY STERBA Selling Broker (Print) MLS LAG No. (509)572-2426 (509)572-8492 Firm Phone No. Broker Phone No. Firm Fax No. NEWContracts@_c21-tc.com Selling Firm Document E-mail Address keely.s@c21-tc.com 18512 Selling Broker's E-mail Address Listing Finn DOL License No. 113219 18512 Selling Broker DOL License No. Selling Firm DOL License No DocuSigned by: 01/27/2021 Gem Farms Date Seller's Signature Date 8707 Cord Seller's Address Pasco. WA 99301 City, State, Zip Phone No. Fax No. 5094920208 Seller's E-mail Address Century 21 -Tri -Cities Listing Firm MLS Office No. Keely Sterba Listing Broker (Print) MLS LAG No. (509)572-8492 (509)572-8492 Firm Phone No. Broker Phone No. Firm Fax No. NEWContracts@c214c.com Listing Firm Document E-mail Address keely.s@c214c.com Listing Broker's E-mail Address 113219 18512 Listing Broker DOL License No. Listing Finn DOL License No. Century 21-Tri-Cides,1020 N Center Parkway Ste A Kennewick WA 99336 Phone: (509)572-8492 Fax: Alejandra Ramos Keely Sterba Produced with zipForm@ by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLo(iix.com DocuSign Envelope ID: 8C47BE60-1 F01 -4FOF-849F-E854882A274B Form 25 ©Copyright 2019 Vacant//19 Land Purchase &Sale VACANT LAND PURCHASE AND SALE AGREEMENT Northwest Multiple Listing Service Rev. ALL RIGHTS RESERVED Page 2 of 5 GENERAL TERMS Continued 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 within 2 days after mutual acceptance to Selling Broker or to Closing Agent. If Buyer delivers the Earnest Money to Selling Broker, Selling Broker will deposit any check to be held by Selling Firm, or deliver any Earnest Money to be held by Closing Agent, within 3 days of receipt or mutual acceptance, whichever occurs later. If the Earnest Money is held by Selling Firm and is over $10,000.00 it shall be deposited into an interest bearing trust account in Selling Firm's name provided that Buyer completes an IRS Form W-9. Interest, if any, after deduction of bank charges and fees, will be paid to Buyer. Buyer shall reimburse Selling Firm for bank charges and fees in excess of the interest earned, if any. If the Earnest Money held by Selling Firm is over $10,000.00 Buyer has the option to require Selling Firm to deposit the Earnest Money into the Housing Trust Fund Account, with the interest paid to the State Treasurer, if both Seller and Buyer so agree in writing. If the Buyer does not complete an IRS Form W-9 before Selling Firm must deposit the Earnest Money or the Earnest Money is $10,000.00 or less, the Earnest Money shall be deposited into the Housing Trust Fund Account. Selling Firm may transfer the Earnest Money to Closing Agent at Closing. If all or part of the Earnest Money is to be refunded to Buyer and any such costs remain unpaid, the Selling Firm or Closing Agent may deduct and pay them therefrom. The parties instruct Closing Agent to provide written verification of receipt of the Earnest Money and notice of dishonor of any check to the parties and Brokers at the addresses and/or fax numbers provided herein. Upon termination of this Agreement, a party or the Closing Agent may deliver a form authorizing the release of Earnest Money to the other party or the parties. The party(s) shall execute such form and deliver the same to the Closing Agent. If either party fails to execute the release form, a party may make a written demand to the Closing Agent for the Earnest Money. Pursuant to RCW 64.04, Closing Agent shall deliver notice of the demand to the other party within 15 days. If the other party does not object to the demand within 20 days of Closing Agent's notice, Closing Agent shall disburse the Earnest Money to the party making the demand within 10 days of the expiration of the 20 day period. If Closing Agent timely receives an objection or an inconsistent demand from the other party, Closing Agent shall commence an interpleader action within 60 days of such objection or inconsistent demand, unless the parties provide subsequent consistent instructions to Closing Agent to disburse the earnest money or refrain from commencing an interpleader action for a specified period of time. Pursuant to RCW 4.28.080, the parties consent to service of the summons and complaint for an interpleader action by first class mail, postage prepaid at the party's usual mailing address or the address identified in this Agreement. If the Closing Agent complies with the preceding process, each party shall be deemed to have released Closing Agent from any and all claims or liability related to the disbursal of the Earnest Money. If either party fails to authorize the release of the Earnest Money to the other party when required to do so under this Agreement, that party shall be in breach of this Agreement. For the purposes of this section, the term Closing Agent includes a Selling Firm holding the Earnest Money. The parties authorize the party commencing an interpleader action to deduct up to $500.00 for the costs thereof. 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 Buyer's 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 Buyer's written consent. Monetary encumbrances or liens not assumed by Buyer, shall be paid or discharged by Seller on or before Closing. Title shall be conveyed by a Statutory Warranty Deed. If this Agreement is for conveyance of a buyer's interest in a Real Estate Contract, the Statutory Warranty Deed shall include a buyer's 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. d. Title Insurance. Seller authorizes Buyer's lender or Closing Agent, at Seller's expense, to apply for the then -current ALTA form of standard form owner's policy of title insurance from the Title Insurance Company. If Seller previously received a preliminary commitment from a Title Insurance Company that Buyer declines to use, Buyer shall pay any cancellation fees owing to the original Title Insurance Company. Otherwise, the party applying for title insurance shall pay any title cancellation fee, in the event such a fee is assessed. The Title Insurance Company shall send a copy of the preliminary commitment to Seller, Listing Broker, Buyer and Selling Broker. The preliminary commitment, and the title policy to be issued, shall contain no exceptions other than the General Exclusions and Exceptions in said standard form and Special Exceptions consistent with the Condition of Title herein provided. If title cannot be made so insurable prior to the Closing Date, then as Buyer's sole and exclusive remedy, the Earnest Money shall, unless Buyer elects to waive such defects or encumbrances, be refunded to the Buyer, less any unpaid costs described in this Agreement, and Is°SAgreement shall thereupon be terminated. Buyer shve no right to specific performance or damages as a ence of Seller's e20 Inability to provide insurable title. n c L"—U 01/27/2021 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Produced with zipFomS by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zioLogix,wrn Alejandra Ramos 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 DocuSign Envelope ID: 8C47BE60-1 F01 -4FOF-849F-E854882A274B Form 25 ©Copyright 2019 ReVacant/ Land Purchase 8 Sale VACANT LAND PURCHASE AND SALE AGREEMENT Northwest Multiple Listing Service Rev. ALL RIGHTS RESERVED Page 3 of 5 GENERAL TERMS Continued e. Closing 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 Buyer's consent, which shall not be unreasonably withheld. 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 completing a reverse exchange. 76 g. Closing Costs and Prorations 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 homeowner's association dues shall be prorated as of Closing. Buyer shall pay Buyer's loan costs, 79 including credit report, appraisal charge and lender'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 Selling 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 Selling 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 Seller'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") at Closing and provide the certification to the Closing 100 Agent. If Seller is a foreign person for purposes of U.S. income taxation, and this transaction is not otherwise exempt 101 from FIRPTA, Closing Agent is instructed to withhold and pay the required amount to the Internal Revenue Service. 102 j. Notices and Delivery of Documents. Any notice related to this Agreement (including revocations of offers or 103 counteroffers) must be in writing. Notices to Seller must be signed by at least one Buyer and shall be deemed delivered 104 only when the notice is received by Seller, by Listing Broker, or at the licensed office of Listing Broker. Notices to Buyer 105 must be signed by at least one Seller and shall be deemed delivered only when the notice is received by Buyer, by 106 Selling Broker, or at the licensed office of Selling Broker. Documents related to this Agreement, such as NWMLS Form 107 17C, Information on Lead -Based Paint and Lead -Based Paint Hazards, Public Offering Statement or Resale Certificate, 108 and all other documents shall be delivered pursuant to this paragraph. Buyer and Seller must keep Selling Broker and 109 Listing Broker advised of their whereabouts in order to receive prompt notification of receipt of a notice. 110 Facsimile transmission of any notice or document shall constitute delivery. E-mail transmission of any notice or 111 document (or a direct link to such notice or document) shall constitute delivery when: (i) the e-mail is sent to both Selling 112 Broker and Selling Firm or both Listing Broker and Listing Firm at the e-mail addresses specified on page one of this 113 Agreement; or (ii) Selling Broker or Listing Broker provide written acknowledgment of receipt of the e-mail (an automatic 114 e-rRAil reply does not constitute written acknowledgment).request of either party, or the Closing Agent, the 115 L"Lw ill confirm facsimile or e-mail transmitted signatures b s ing ar��rjgi��1 5Tment. 116 01/25/2021 // Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zioLoaix.00m Alejandra Ramos DocuSign Envelope ID: 8C47BE60-1 F01 -4FOF-849F-E854882A274B Form 25 ©Copyright 2019 Vacant/19 Land Purchase &Sale VACANT LAND PURCHASE AND SALE AGREEMENT Northwest Multiple Listing Service Rev. ALL RIGHTS RESERVED Page 4 of 5 GENERAL TERMS Continued k. Computation of Time. Unless otherwise specified in this Agreement, any period of time measured in days and stated 117 in this Agreement shall start on the day following the event commencing the period and shall expire at 9:00 p.m. of the 118 last calendar day of the specified period of time. Except for the Possession Date, if the last day is a Saturday, Sunday 119 or legal holiday as defined in RCW 1.16.050, the specified period of time shall expire on the next day that is not a 120 Saturday, Sunday or legal holiday. Any specified period of 5 days or less, except for any time period relating to the 121 Possesion Date, shall not include Saturdays, Sundays or legal holidays. If the parties agree that an event will occur on a 122 specific calendar date, the event shall occur on that date, except for the Closing Date, which, if it falls on a Saturday, 123 Sunday, legal holiday as defined in RCW 1.16.050, or day when the county recording office is closed, shall occur on the 124 next day that is not a Saturday, Sunday, legal holiday, or day when the county recording office is closed. If the parties 125 agree upon and attach a legal description after this Agreement is signed by the offeree and delivered to the offeror, then 126 for the purposes of computing time, mutual acceptance shall be deemed to be on the date of delivery of an accepted 127 offer or counteroffer to the offeror, rather than on the date the legal description is attached. Time is of the essence of 128 this Agreement. 129 I. Integration and Electronic Signatures. This Agreement constitutes the entire understanding between the parties and 130 supersedes all prior or contemporaneous understandings and representations. No modification of this Agreement shall 131 be effective unless agreed in writing and signed by Buyer and Seller. The parties acknowledge that a signature in 132 electronic form has the same legal effect and validity as a handwritten signature. 133 m. Assignment. Buyer may not assign this Agreement, or Buyer's rights hereunder, without Seller's prior written consent, unless 134 the parties indicate that assignment is permitted by the addition of "and/or assigns" on the line identifying the 135 Buyer on the first page of this Agreement. 136 n. Default. In the event Buyer fails, without legal excuse, to complete the purchase of the Property, then the following 137 provision, as identified in Specific Term No. 7, shall apply: 138 L Forfeiture of Earnest Money. That portion of the Earnest Money that does not exceed five percent (5%) of the Purchase 139 Price shall be forfeited to the Seller as the sole and exclusive remedy available to Seller for such failure. 140 ii. Seller's Election of Remedies. Seller may, at Seller's option, (a) keep the Earnest Money as liquidated damages 141 as the sole and exclusive remedy available to Seller for such failure, (b) bring suit against Buyer for Seller's actual 142 damages, (c) bring suit to specifically enforce this Agreement and recover any incidental damages, or (d) pursue 143 any other rights or remedies available at law or equity. 144 o. Professional Advice and Attorneys' Fees. Buyer and Seller are advised to seek the counsel of an attorney and a 145 certified public accountant to review the terms of this Agreement. Buyer and Seller shall pay their own fees incurred for 146 such review. However, if Buyer or Seller institutes suit against the other concerning this Agreement, or if the party 147 holding the Earnest Money commences an interpleader action, the prevailing party is entitled to reasonable attorneys' 148 fees and expenses. 149 p. Offer. This offer must be accepted by 9:00 p.m. on the Offer Expiration Date, unless sooner withdrawn. Acceptance 150 shall not be effective until a signed copy is received by the other party, by the other party's broker, or at the licensed 151 office of the other party's broker pursuant to General Term j. If this offer is not so accepted, it shall lapse and any 152 Earnest Money shall be refunded to Buyer. 153 q. Counteroffer. Any change in the terms presented in an offer or counteroffer, other than the insertion of or change to 154 Seller's name and Seller's warranty of citizenship status, shall be considered a counteroffer. If a party makes a 155 counteroffer, then the other party shall have until 9:00 p.m. on the counteroffer expiration date to accept that 156 counteroffer, unless sooner withdrawn. Acceptance shall not be effective until a signed copy is received by the other 157 party, the other party's broker, or at the licensed office of the other party's broker pursuant to General Term j. If the 158 counteroffer is not so accepted, it shall lapse and any Earnest Money shall be refunded to Buyer. 159 r. Offer and Counteroffer Expiration Date. If no expiration date is specified for an offer/counteroffer, the 160 offer/counteroffer shall expire 2 days after the offer/counteroffer is delivered by the party making the offer/counteroffer, 161 unless sooner withdrawn. 162 s. Agency Disclosure. Selling Firm, Selling Firm's Designated Broker, Selling Broker's Branch Manager (if any) and 163 Selling Broker's Managing Broker (if any) represent the same party that Selling Broker represents. Listing Firm, Listing 164 Firm's Designated Broker, Listing Broker's Branch Manager (if any), and Listing Broker's Managing Broker (if any) 165 represent the same party that the Listing Broker represents. If Selling Broker and Listing Broker are different persons 166 affiliated with the same Firm, then both Buyer and Seller confirm their consent to Designated Broker, Branch Manager 167 (if any), and Managing Broker (if any) representing both parties as dual agents. If Selling Broker and Listing Broker are 168 the same person representing both parties then both Buyer andDpeller confirm their consent to that person and his/her 169 es°bnated Broker, Branch Manager (if any), and Managing q(>#r (if any) representing both parties as dual agents. All 170 p#j ack01/2 d e receipt ipt of the pamphlet entitled "The Law f J eal Estate Agency." ecy."171 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Produced with zipFomnV by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www,zipLQgix.com Alejandra Ramos DocuSign Envelope ID: 8C47BE60-1 F01 -4FOF-849F-E854882A274B Form 25 ©Copyright 2019 Vacant Land Purchase &Sale VACANT LAND PURCHASE AND SALE AGREEMENT Northwest RIGHTS RESERVED Page ing Service Rev. 7/19 Page 5 of 5 GENERAL TERMS Continued t. Commission. Seller and Buyer shall pay a commission in accordance with any listing or commission agreement to 172 which they are a party. The Listing Firm's commission shall be apportioned between Listing Firm and Selling Firm as 173 specified in the listing. Seller and Buyer hereby consent to Listing Firm or Selling Firm receiving compensation from 174 more than one party. Seller and Buyer hereby assign to Listing Firm and Selling Firm, as applicable, a portion of their 175 funds in escrow equal to such commission(s) and irrevocably instruct the Closing Agent to disburse the commission(s) 176 directly to the Firm(s). In any action by Listing or Selling Firm to enforce this paragraph, the prevailing party is entitled to 177 court costs and reasonable attorneys' fees. Seller and Buyer agree that the Firms are intended third party beneficiaries 178 under this Agreement. 179 u. Feasibility Contingency. It is the Buyer's responsibility to verify before the Feasibility Contingency Expiration Date 180 identified in Specific Term No.15 whether or not the Property can be platted, developed and/or built on (now or in the 181 future) and what it will cost to do this. Buyer should not rely on any oral statements concerning this made by the Seller, 182 Listing Broker or Selling Broker. Buyer should inquire at the city or county, and water, sewer or other special districts in 183 which the Property is located. Buyer's inquiry should include, but not be limited to: building or development moratoriums 184 applicable to or being considered for the Property; any special building requirements, including setbacks, height limits or 185 restrictions on where buildings may be constructed on the Property; whether the Property is affected by a flood zone, 186 wetlands, shorelands or other environmentally sensitive area; road, school, fire and any other growth mitigation or impact 187 fees that must be paid; the procedure and length of time necessary to obtain plat approval and/or a building permit; 188 sufficient water, sewer and utility and any service connection charges; and all other charges that must be paid. Buyer and 189 Buyer's agents, representatives, consultants, architects and engineers shall have the right, from time to time during and 190 after the feasibility contingency, to enter onto the Property and to conduct any tests or studies that Buyer may need to 191 ascertain the condition and suitability of the Property for Buyer's intended purpose. Buyer shall restore the Property and 192 all improvements on the Property to the same condition they were in prior to the inspection. Buyer shall be responsible for 193 all damages resulting from any inspection of the Property performed on Buyer's behalf. If the Buyer does not give notice 194 to the contrary on or before the Feasibility Contingency Expiration Date identified in Specific Term No. 15, it shall be 195 conclusively deemed that Buyer is satisfied as to development and/or construction feasibility and cost. If Buyer gives 196 notice this Agreement shall terminate and the Earnest Money shall be refunded to Buyer, less any unpaid costs. 197 Seller shall cooperate with Buyer in obtaining permits or other approvals Buyer may reasonably require for Buyer's 198 intended use of the Property; provided that Seller shall not be required to incur any liability or expenses in doing so. 199 v. Subdivision. If the Property must be subdivided, Seller represents that there has been preliminary plat approval for the 200 Property and this Agreement is conditioned on the recording of the final plat containing the Property on or before the 201 date specified in Specific Term No. 14. If the final plat is not recorded by such date, this Agreement shall terminate and 202 the Earnest Money shall be refunded to Buyer. 203 w. Information Verification Period. Buyer shall have 10 days after mutual acceptance to verify all information provided 204 from Seller or Listing Firm related to the Property. This contingency shall be deemed satisfied unless Buyer gives notice 205 identifying the materially inaccurate information within 10 days of mutual acceptance. If Buyer gives timely notice under 206 this section, then this Agreement shall terminate and the Earnest Money shall be refunded to Buyer. 207 x. Property Condition Disclaimer. Buyer and Seller agree, that except as provided in this Agreement, all representations 208 and information regarding the Property and the transaction are solely from the Seller or Buyer, and not from any Broker. 209 The parties acknowledge that the Brokers are not responsible for assuring that the parties perform their obligations 210 under this Agreement and that none of the Brokers has agreed to independently investigate or confirm any matter 211 related to this transaction except as stated in this Agreement, or in a separate writing signed by such Broker. In 212 addition, Brokers do not guarantee the value, quality or condition of the Property and some properties may contain 213 building materials, including siding, roofing, ceiling, insulation, electrical, and plumbing, that have been the subject of 214 lawsuits and/or governmental inquiry because of possible defects or health hazards. Some properties may have other 215 defects arising after construction, such as drainage, leakage, pest, rot and mold problems. Brokers do not have the 216 expertise to identify or assess defective products, materials, or conditions. Buyer is urged to use due diligence to 217 inspect the Property to Buyer's satisfaction and to retain inspectors qualified to identify the presence of defective 218 materials and evaluate the condition of the Property as there may be defects that may only be revealed by careful 219 inspection. Buyer is advised to investigate whether there is a sufficient water supply to meet Buyer's needs. Buyer is 220 advised to investigate the cost of insurance for the Property, including, but not limited to homeowner's, flood, 221 earthquake, landslide, and other available coverage. Buyer acknowledges that local ordinances may restrict short term 222 rentals of the Property. Brokers may assist the parties with locating and selecting third party service providers, such as 223 inspectors or contractors, but Brokers cannot guarantee or be responsible for the services provided by those third 224 parties. The parties shall exercise their own judgment and due diligence regarding third -party service providers. 225 LDS DSI-qS 01/25/2021 01/27/2021 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Produced with zipFonn® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.ziDLoaix.com Alejandra Ramos DocuSign Envelope ID: 8C47BE60-1F01-4FOF-849F-E854882A274B Form 22EF ©Copyright 2019 Evidence of Funds Addendum Northwest Multiple Listing Service Rev. 7/19 ALL RIGHTS RESERVED Page 1 of 1 EVIDENCE OF FUNDS ADDENDUM TO PURCHASE & SALE AGREEMENT The following is part of the Purchase and Sale Agreement dated January 25, 2021 1 between J&J Kelly Construction, Inc. And/or assigns ('Buyer") 2 Buyer Buyer and Seiler Blue Gem Farms Seller ("Seller") 3 concerning 2220 Rd 76, Pasco, WA 99301 (the "Property"). 4 Address city state Zip 1. DEFINITIONS. 5 a. "Evidence" means document(s) from a financial institution(s) in the United States showing that Buyer has 6 sufficient cash or cash equivalent in United States funds. 7 b. "Non -Contingent Funds" means funds that Buyer currently has in its possession and for which there is no 8 contingency, such as financing (NWMLS Form 22A or equivalent), sale of Buyer's property (NWMLS Form 9 22B or equivalent), or pending sale of Buyer's property (NWMLS Form 22Q or equivalent). 10 c. "Contingent Funds" means funds that Buyer does not currently have, but expects to receive from another 11 source prior to Closing, and for which there is no contingency, such as a loan, proceeds from the sale of 12 other property or stock, retirement funds, foreign funds, a gift, or future earnings. 13 2. ® EVIDENCE OF NON -CONTINGENT FUNDS. Buyer is relying on Non -Contingent Funds for payment of the 14 Purchase Price. Buyer shall provide Evidence to Seller of such funds within days (3 days if not 15 filled in) of mutual acceptance. Unless Buyer discloses other sources of funds for the payment of the Purchase 16 Price, Buyer represents that the Non -Contingent Funds are sufficient to pay the Purchase Price. Buyer shall not 17 use such Non -Contingent Funds for any purpose other than the purchase of the Property without Seller's prior 18 written consent. If Buyer fails to timely provide such Evidence, Seller may give notice terminating this 19 Agreement any time before such Evidence is provided. Upon Seller's notice of termination under this 20 Addendum, the Earnest Money shall be refunded to Buyer. 21 3. ❑ DISCLOSURE OF CONTINGENT FUNDS. Buyer is relying on Contingent Funds for the Purchase Price: 22 ❑ Loan: 23 ❑ Sale of the following owned by Buyer: 24 ❑ Gift of $ from 25 ❑ Funds not readily convertible to liquid United States funds (describe): 26 27 ❑ Other (describe): 28 Buyer shall provide Evidence to Seller days (10 days if not filled in) prior to Closing that the funds 29 relied upon in Section 3 have been received or are immediately available to Buyer. If Buyer fails to timely 30 provide such Evidence, Seller may give notice terminating this Agreement any time before such Evidence is 31 provided. Buyer shall provide Seller with additional information about such funds as may be reasonably 32 requested by Seller from time to time. Upon Seller's notice of termination under this Addendum, the Earnest 33 Money shall be refunded to Buyer. 34 If Buyer disclosed that Buyer is obtaining a loan, Seller shall permit an appraisal of the Property and inspections 35 required by lender, including but not limited to structural, pest, heating, plumbing, roof, electrical, septic, and 36 well inspections. Seller is not obligated to pay for such inspections unless otherwise agreed. 37 4. BUYER DEFAULT. If Buyer fails to timely close because the Contingent Funds identified in Section 3 are not 38 (vaWable by Closing, Buyer shall be in default and Selle II be entitled to remedies as provided for in the 39 gLL inuUen#_1/25/2021 01/27/2021 40 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Century 21-Tri-Ckiea,1020 N Center Parkway Ste A Kennewick WA 99336 Phone: (509)572-8492 Fax: Alejandra Ramos Keely Sterbs Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zioLggix.00m DocuSign Envelope ID: 8C47BE60-1F01-4FOF-849F-E854882A274B Form 22T © Copyright 2015 Title Contingency Addendum Northwest Multiple Listing Service Rev. 7/15 ALL RIGHTS RESERVED Page 1 of 1 TITLE CONTINGENCY ADDENDUM TO PURCHASE & SALE AGREEMENT The following is part of the Purchase and Sale agreement dated January 25, 2021 1 between J&J Kelly Construction, Inc. And/or assigns ("Buyer") 2 Buyer Buyer and Blue Gem Farms ("Seller") 3 concerning 2220 Rd 76, Pasco, WA 99301 ("the Property"). 4 Address city State Zip 1. Title Contingency. This Agreement is subject to Buyer's review of a preliminary commitment for title insurance, 5 together with any easements, covenants, conditions and restrictions of record. Buyer shall have 6 days (5 days if not filled in) from ❑ the date of Buyer's receipt of the preliminary commitment for title insurance; 7 or ❑ mutual acceptance (from the date of Buyer's receipt, if neither box checked) to give notice of Buyer's 8 disapproval of exceptions contained in the preliminary commitment. 9 Seller shall have days (5 days if not filled in) after Buyer's notice of disapproval to give Buyer 10 notice that Seller will clear all disapproved exceptions. Seller shall have until the Closing Date to clear all 11 disapproved exceptions. 12 If Seller does not give timely notice that Seller will clear all disapproved exceptions, Buyer may terminate this 13 Agreement within 3 days after the deadline for Seller's notice. In the event Buyer elects to terminate the 14 Agreement, the Earnest Money shall be returned to Buyer. If Buyer does not timely terminate the Agreement, 15 Buyer shall be deemed to have waived all objections to title, which Seller did not agree to clear. 16 2. Supplemental Title Reports. If supplemental title reports disclose new exception(s) to the title commitment, 17 then the above time periods and procedures for notice, correction, and termination for those new exceptions 18 shall apply to the date of Buyer's receipt of the supplemental title report. The Closing date shall be extended as 19 necessary to accommodate the foregoing times for notices. 20 3. Marketable Title. This Addendum does not relieve Seller of the obligation to provide marketable title at Closing 21 as provided for in the Agreement. 22 LDSS/' � J' 01/25/2021 ff 01/27/2021 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Century 21 -Tri -Cities, 1020 N Center Parkway Ste A Kennewick WA 99336 Phone: (509)572-8492 Fax: Alejandra Ramos Keely Sterba Produced with zipFomt® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zmoL2gix.com DocuSign Envelope ID: 8C47BE60-1 F01 -4FOF-849F-E854882A274B Form 22D ©Copyright 2019 Optional Clauses Addendum Northwest Multiple Listing Service Rev. 7/19 OPTIONAL CLAUSES ADDENDUM TO ALL RIGHTS RESERVED Page 1 of 2 PURCHASE 8t SALE AGREEMENT The following is part of the Purchase and Sale Agreement dated January 25, 2021 1 between J&J Kelly Construction, Inc. And/or assigns ('Buyer") 2 Buyer Buyer and Blue Gem Farms ("Seller") 3 Seiler Seiler concerning 2220 Rd 76, Pasco, WA 99301 (the "Property"). 4 Address City State Zip CHECK IF INCLUDED: 5 1. ❑X Square Footage/Lot Size/Encroachments. The Listing Broker and Selling Broker make no representations 6 concerning: (a) the lot size or the accuracy of any information provided by the Seller; (b) the square footage of 7 any improvements on the Property; (c) whether there are any encroachments (fences, rockeries, buildings) on 8 the Property, or by the Property on adjacent properties. Buyer is advised to verify lot size, square footage and 9 encroachments to Buyer's own satisfaction. 10 2. Title Insurance. The Title Insurance clause in the Agreement provides Seller is to provide the then -current ALTA 11 form of Homeowner's Policy of Title Insurance. The parties have the option to provide less coverage by selecting 12 a Standard Owner's Policy or more coverage by selecting an Extended Coverage Policy: 13 ❑ Standard Owner's Coverage. Seller authorizes Buyer's lender or Closing Agent, at Seller's expense, to 14 apply for the then -current ALTA form of Owner's Policy of Title Insurance, together with homeowner's 15 additional protection and inflation protection endorsements, if available at no additional cost, rather than 16 the Homeowner's Policy of Title Insurance. 17 ❑ Extended Coverage. Seller authorizes Buyer's lender or Closing Agent, at Seller's expense to apply for 18 an ALTA or comparable Extended Coverage Policy of Title Insurance, rather than the Homeowner's 19 Policy of Title Insurance. Buyer shall pay the increased costs associated with the Extended Coverage 20 Policy, including the excess premium over that charged for Homeowner's Policy of Title Insurance and 21 the cost of any survey required by the title insurer. 22 3. X❑ Seller Cleaning. Seller shall clean the interiors of any structures and remove all trash, debris and rubbish 23 from the Property prior to Buyer taking possession. 24 4. ® Personal Property. Unless otherwise agreed, Seller shall remove all personal property from the Property 25 not later than the Possession Date. Any personal property remaining on the Property thereafter shall become 26 the property of Buyer, and may be retained or disposed of as Buyer determines. 27 5. ❑ Utilities. To the best of Seller's knowledge, Seller represents that the Property is connected to a: 28 ❑ public water main; ❑ public sewer main; ❑ septic tank; ❑X well (specify type) 29 X❑ irrigation water (specify provider) ; ❑ natural gas; []telephone; 30 ❑ cable; ❑ electricity; ❑ other . 31 6. ❑ Insulation - New Construction. If this is new construction, Federal Trade Commission Regulations require 32 the following to be filled in. If insulation has not yet been selected, FTC regulations require Seller to furnish 33 Buyer the information below in writing as soon as available: 34 WALL INSULATION: TYPE: THICKNESS: R -VALUE: 35 CEILING INSULATION: TYPE: THICKNESS: R -VALUE: 36 OTHER INSULATION DATA: 37 7. ❑ Leased Property Review Period and Assumption. Buyer acknowledges that Seller leases the following 38 IF6t3ems of personal property that are included with the sale: ❑ propane tank; ❑ security system; ❑ satellite 39 and opperating equipment; ❑ other . 40 01/25/2021 01/27/2021 Buyer's Initials Date Buyer's Initials Date SeWers nitials Date Seller's Initials Date Century 21-Tri-Cltim 1020 N Center Parkway Ste A Kennewick WA 99336 Phone: (509)572-8492 Fax: Alejandra Ramos Keely Sterba Produced with zipForm(@ by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zioLogmx.com DocuSign Envelope ID: 8C47BE60-1F01-4FOF-849F-E854882A274B Form 22D ©Copyright 2019 Optional Clauses Addendum Northwest Multiple Listing Service Rev. 7/19 OPTIONAL CLAUSES ADDENDUM TO ALL RIGHTS RESERVED Page 2 of 2 PURCHASE 8r SALE AGREEMENT Continued Seller shall provide Buyer a copy of the lease for the selected items within days (5 days if not filled 41 in) of mutual acceptance. If Buyer, in Buyer's sole discretion, does not give notice of disapproval within 42 days (5 days if not filled in) of receipt of the lease(s) or the date that the lease(s) are due, whichever 43 is earlier, then this lease review period shall conclusively be deemed satisfied (waived) and at Closing, Buyer 44 shall assume the lease(s) for the selected item(s) and hold Seller harmless from and against any further 45 obligation, liability, or claim arising from the lease(s), if the lease(s) can be assumed. If Buyer gives timely 46 notice of disapproval, then this Agreement shall terminate and the Earnest Money shall be refunded to Buyer. 47 8. ❑ Homeowners' Association Review Period. If the Property is subject to a homeowners' association or any 48 other association, then Seller shall, at Seller's expense, provide Buyer a copy of the following documents (if 49 available from the Association) within days (10 days if not filled in) of mutual acceptance: 50 a. Association rules and regulations, including, but not limited to architectural guidelines; 51 b. Association bylaws and covenants, conditions, and restrictions (CC&Rs); 52 c. Association meeting minutes from the prior two (2) years; 53 d. Association Board of Directors meeting minutes from the prior six (6) months; and 54 e. Association financial statements from the prior two (2) years and current operating budget. 55 If Buyer, in Buyer's sole discretion, does not give notice of disapproval within days (5 days if not 56 filled in) of receipt of the above documents or the date that the above documents are due, whichever is 57 earlier, then this homeowners' association review period shall conclusively be deemed satisfied (waived). If 58 Buyer gives timely notice of disapproval, then this Agreement shall terminate and the Earnest Money shall be 59 refunded to Buyer. 60 9. ❑ Homeowners' Association Transfer Fee. If there is a transfer fee imposed by the homeowners' association 61 or any other association (e.g. a "move -in" or "move-ouF fee), the fee shall be paid by the parry as provided for 62 in the association documents. If the association documents do not provide which parry pays the fee, the fee 63 shall be paid by ❑ Buyer; ❑ Seller (Seller if not filled in). 64 10. ❑ Excluded Item(s). The following item(s), that would otherwise be included in the sale of the Property, is 65 excluded from the sale ("Excluded Item(s)"). Seller shall repair any damage to the Property caused by the 66 removal of the Excluded Item(s). Excluded Item(s): 67 11. ❑ Home Warranty. Buyer and Seller acknowledge that home warranty plans are available which may provide 70 additional protection and benefits to Buyer and Seller. Buyer shall order a one-year home warranty as follows: 71 a. Home warranty provider: 72 b. Seller shall pay up to $ ($0.00 if not filled in) of the cost for the home warranty, together 73 with any included options, and Buyer shall pay any balance. 74 c. Options to be included: 75 (none, if not filled in). 76 d. Other: 77 12. ❑ Other. 78 79 80 81 82 83 84 85 E31L j DS DS 01/25/2021 ff 01/27/2021 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Produced with zipForrn® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.z'pLggix.com Alejandra Ramos DocuSign Envelope ID: 8C47BE60-1 F01 -4FOF-849F-E854882A274B Form 22A ©Copyright 2019 Financing Addendum Northwest Multiple Listing Service Rev. 7/19 FINANCING ADDENDUM TO ALL RIGHTS RESERVED Page 1 of 3 PURCHASE & SALE AGREEMENT The following is part of the Purchase and Sale Agreement dated January 25, 2021 1 between J&J Kelly Construction, Inc. And/or assigns ("Buyer") 2 Buyer Buyer and Blue Gem Farms ("Seller") 3 Seller Seller concerning 2220 Rd 76, Pasco, WA 99301 ("the Property"). 4 Address City State Zip 1. LOAN APPLICATIONIWAIVER OF CONTINGENCY. 5 a. Loan Application. This Agreement is contingent on Buyer obtaining the following type of loan or loans to 6 purchase the Property (the "Loan(s)"): ❑ Conventional First; ❑ Conventional Second; ❑ Bridge; ❑ VA; ❑ FHA; 7 ❑ USDA; ❑ Home Equity Line of Credit; ❑X Other Land Loan 8 (the "Financing Contingency"). Buyer shall pay ❑ $ ; or n 20.000 % of the Purchase 9 Price down, in addition to the Loans. Buyer shall make application for the Loans to pay the balance of the 10 Purchase Price and pay the application fee, if required, for the subject Property within days (5 11 days if not filled in) after mutual acceptance of this Agreement. For the purposes of this Addendum, 12 "application" means the submission of Buyer's financial information for the purposes of obtaining an extension 13 of credit including Buyer's name, income, social security number (if required), the Property address, purchase 14 price, and the loan amount. 15 b. Waiver of Financing Contingency. If Buyer (i) fails to make application for financing for the Property within 16 the agreed time; (ii) changes the type of loan at any time without Seller's prior written consent; or (iii) changes 17 the lender without Seller's prior written consent after the agreed upon time to apply for financing expires, then 18 the Financing Contingency shall be deemed waived. Buyer's waiver of the Financing Contingency under this 19 Paragraph 1(b) also constitutes waiver of Paragraph 7 (Appraisal Less Than Sales Price). For purposes of 20 this Addendum, "lender" means either the party to whom the application was submitted or the party funding 21 the loan. 22 2. LOAN INFORMATION. 23 a. Seller's Request for Loan Information. At any time days (10 days if not filled in) after mutual 24 acceptance, Seller may give, once, a notice requesting information related to the status of Buyer's loan 25 application ("Request for Loan Information"). NWMLS Form 22AL may be used for this notice. 26 b. Buyer's Loan Information Notice. Within days (3 days if not filled in) of receiving Seller's Request 27 for Loan Information, Buyer shall give notice of the status of Buyer's loan application ("Loan Information 28 Notice"). Buyer's notice shall be on NWMLS Form 22AP and shall include the date of application, the name 29 of lender, a list of the information that Buyer has provided to lender, and a warranty that Buyer has provided 30 all information requested by lender. 31 c. Failure to Provide Loan Information Notice. If Buyer fails to timely give to Seller a completed Loan 32 Information Notice, Seller may give the Right to Terminate Notice described in Paragraph 3 (Seller's Right to 33 Terminate) at any time after the date that the Loan Information Notice is due. 34 3. SELLER'S RIGHT TO TERMINATE. 35 a. Right to Terminate Notice. At any time days (30 days if not filled in) after mutual acceptance, 36 Seller may give notice that Seller may terminate the Agreement at any time 3 days after delivery of that notice 37 (the "Right to Terminate Notice"). NWMLS Form 22AR may be used for this notice. 38 b. Termination Notice. If Buyer has not previously waived the Financing Contingency, Seller may give notice of 39 termination of this Agreement (the "Termination Notice") any time following 3 days after delivery of the Right 40 to Terminate Notice. If Seller gives the Termination Notice before Buyer has waived the Financing 41 Contingency, this Agreement is terminated and the Earnest Money shall be refunded to Buyer. NWMLS Form 42 22AR shall be used for this notice. If not waived, the Financing Contingency shall survive the Closing Date. 43 c. Appraisal Less Than Sales Price. Buyer's waiver of the Financing Contingency under this Paragraph 3 ❑ will; 44 ApIIDS or ❑X will not (will, if not filled in) constitute waiver of ParE,gt 7 (Appraisal Less Than Sales Price). 45 01/25/2021 ' 01/27/2021 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Century 21-Tri-Cides,1020 N Center Parkway Ste A Kennewick WA 99336 Phone: (509)572-8492 Fax: Alejandra Ramos Keely Sterba Produced with zipFomS by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zioLogix.com DocuSign Envelope ID: 8C47BE60-1 F01 -4FOF-849F-E854882A274B Form 22A Financing Addendum Rev. 7/19 Page 2 of 3 FINANCING ADDENDUM TO PURCHASE & SALE AGREEMENT Continued ©Copyright 2019 Northwest Multiple Listing Service ALL RIGHTS RESERVED 4. LOAN COST PROVISIONS. Seller shall pay up to ❑ $ ; or ❑ % of the Purchase 46 Price ($0.00 if not filled in), which shall be applied to Buyer's Loan(s) and settlement costs, including prepaids, loan 47 discount, loan fee, interest buy down, financing, closing or other costs allowed by lender. That amount shall include 48 the following costs that lender is prohibited from collecting from Buyer: (a) up to $300.00 for Buyer's Loan(s) and 49 settlement costs for FHA/USDA/VA loans; and (b) unless agreed otherwise below, Buyer's share of the escrow fee 50 for a VA loan. Seller shall pay the costs for (a) and (b), even if the amount agreed upon in this Paragraph 4 is 51 insufficient to pay for those costs. If checked,[] Buyer shall pay Buyer's share of the escrow fee for the VA loan 52 (note that VA regulations prohibit Buyer from paying loan and settlement costs exceeding one percent of the amount 53 of the loan). 54 5. EARNEST MONEY. If Buyer has not waived the Financing Contingency, and is unable to obtain financing by 55 Closing after a good faith effort then, on Buyer's notice, this Agreement shall terminate. The Earnest Money shall 56 be refunded to Buyer after lender confirms in writing (a) the date Buyer's loan application for the Property was 57 made, including a copy of the loan estimate that was provided to Buyer; (b) that Buyer possessed sufficient funds 58 to close (e.g. down payment, closing costs, etc.); and (c) the reasons Buyer was unable to obtain financing by 59 Closing. If Seller terminates this Agreement, the Earnest Money shall be refunded without need for such 60 confirmation. 61 6. INSPECTION. Seller shall permit inspections required by lender, including but not limited to structural, pest, 62 heating, plumbing, roof, electrical, septic, and well inspections. Seller is not obligated to pay for such inspections 63 unless otherwise agreed. 64 7. APPRAISAL LESS THAN SALE PRICE. 65 a. Notice of Low Appraisal. If lender's appraised value of the Property is less than the Purchase Price, Buyer 66 may, within 3 days after receipt of a copy of lender's appraisal, give notice of low appraisal, which shall 67 include a copy of lender's appraisal. NWMLS Form 22AN may be used for the notices in this Paragraph 7. 68 b. Seller's Response. Seller shall, within 10 days after Buyer's notice of low appraisal, give notice of: 69 (i) A reappraisal or reconsideration of value, at Seller's expense, by the same appraiser or another appraiser 70 acceptable to lender, in an amount not less than the Purchase Price. Buyer shall promptly seek lender's 71 approval of such reappraisal or reconsideration of value. The parties are advised that lender may elect 72 not to accept a reappraisal or reconsideration of value; 73 (ii) Seller's consent to reduce the Purchase Price to an amount not more than the amount specified in the 74 appraisal or reappraisal by the same appraiser, or an appraisal by another appraiser acceptable to 75 lender, whichever is higher. (This provision is not applicable if this Agreement is conditioned on FHA, VA, 76 or USDA financing. FHA, VA, and USDA financing does not permit the Buyer to be obligated to buy if the 77 Seller reduces the Purchase Price to the appraised value. Buyer, however, has the option to buy at the 78 reduced price.); 79 (iii) Seller's proposal to reduce the Purchase Price to an amount more than the amount specified in the 80 appraisal and for Buyer to pay the necessary additional funds (the amount the reduced Purchase Price 81 exceeds the appraised value) to close the sale; or 82 (iv) Seller's rejection of Buyer's notice of low appraisal. 83 If Seller timely delivers notice of (i) reappraisal or reconsideration of value; or (ii) consent to reduce the 84 Purchase Price to an amount not more than the amount specified in the appraisal (except for FHA, VA, or 85 USDA financing), and lender accepts Seller's response, then Buyer shall be bound by Seller's response. 86 c. Buyer's Reply. 87 (i) Buyer shall have 3 days from either Seller's notice of rejection of low appraisal or, if Seller fails to respond, 88 the day Seller's response period ends, whichever is earlier, to (a) waive the Financing Contingency; or (b) 89 terminate the Agreement, in which event the Earnest Money shall be refunded to Buyer. 90 (ii) If Seller proposes to reduce the Purchase Price to an amount more than the appraised value, Buyer shall 91 sufficient funds to close the sale in accordance with DS have 3 days to (a) accept and represent that Buy Zhieveojthlp-�ppr 92 �►�C( Ot�ii��7y4jT; or (b) terminate the Agreement, in Money shall be refunded to Buyer. //LL //LL 93 Buyer's Initials Date Buyer's Initials Date Seller's Initials/�zc Date Seller's Initials Date Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLggix.com Alejandra Ramos DocuSign Envelope ID: 8C47BE60-1 F01 -4FOF-849F-E854882A274B Form 22A Financing Addendum Rev. 7/19 Page 3 of 3 FINANCING ADDENDUM TO PURCHASE & SALE AGREEMENT Continued ©Copyright 2019 Northwest Multiple Listing Service ALL RIGHTS RESERVED (iii) If Seller consents to reduce the Purchase Price to an amount not more than the appraised value for FHA, 94 VA, or USDA financing, Buyer shall have 3 days to (a) give notice that Buyer will buy at the reduced price; 95 or (b) terminate the Agreement, in which event the Earnest Money shall be refunded to Buyer. 96 Buyer's inaction during this reply period shall result in termination of the Agreement and return of the Earnest 97 Money to Buyer. The Closing Date shall be extended as necessary to accommodate the foregoing times for 98 notices. 99 8. FHA/VA/USDA - Appraisal Certificate. If this Agreement is contingent on Buyer obtaining FHA, VA, or USDA 100 financing, notwithstanding any other provisions of this Agreement, Buyer is not obligated to complete the 101 purchase of the Property unless Buyer has been given in accordance with HUD/FHA, VA, or USDA requirements 102 a written statement by FHA, VA, USDA or a Direct Endorsement lender, setting forth the appraised value of the 103 Property (excluding closing costs). Seller and Buyer shall execute a document setting forth the prior provision, or 104 similar provision, known as the FHA, VA, or USDA amendatory clause, as required by lender. Buyer shall pay 105 the costs of any appraisal. If the appraised value of the Property is less than the Purchase Price, Paragraph 7 106 above shall apply. 107 Purpose of Appraisal. The appraised valuation is arrived at only to determine the maximum mortgage FHA, VA, 108 or USDA will insure. FHA, VA, or USDA do not warrant the value or the condition of the Property. Buyer agrees 109 to satisfy himself/herself that the price and condition of the Property are acceptable. 110 9. EXTENSION OF CLOSING. If, through no fault of Buyer, lender is required by 12 CFR 1026 to give corrected 111 disclosures to Buyer due to (a) a change in the Annual Percentage Rate ("APR") of Buyer's Loan(s) by .125% or 112 more for a fixed rate loan or .250% or more for an adjustable rate loan; (b) a change in the loan product; or (c) the 113 addition of a prepayment penalty, then upon notice from Buyer, the Closing Date shall be extended for up to 4 days 114 to accommodate the requirements of Regulation Z of the Truth in Lending Act. This paragraph shall survive Buyer's 115 waiver of this Financing Contingency. 116 h DSS/ Jti'v' 01/25/2021 ff 01/27/2021 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Produced with zipFomrV by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLooix.com Alejandra Ramos DocuSign Envelope ID: 8C47BE60-lF01-4FOF-849F-E854882A274B Form 22E © Copyright 2019 FIRPTA Certification Northwest Multiple Listing Service Rev. 7/19 FIRPTA CERTIFICATION ALL RIGHTS RESERVED Page 1 of 1 The Foreign Investment in Real Property Tax Act ("FIRPTA"), 26 U.S.C. 1445, provides that a buyer of a U.S. real 1 property interest must withhold tax if Seller is a foreign person, unless one of the exceptions in the Act applies. The 2 following will inform Buyer and Closing Agent whether tax withholding is required. 3 Note: The above law applies to foreign corporations, partnerships, trusts, estates and other foreign entities, as well 4 as to foreign individuals. If Seller is a corporation, partnership, trust, estate or other entity, the terms "I" and "my" as 5 used below means the corporation or other entity. A "real property interest" includes full or part ownership of land 6 and/or improvements thereon; leaseholds; options to acquire any of the foregoing; and an interest in foreign 7 corporations, partnerships, trusts or other entities holding U.S. real estate. 8 SELLER CERTIFICATION. Seller hereby certifies the following: PROPERTY. I am the Seller of real property FX at: 2220 Rd 76 Pasco WA 99301 Address City State Zip or ❑ (if no street address) legally described on the attached. CITIZENSHIP STATUS. I F] AM OX AM NOT a non-resident alien (or a foreign corporation, foreign partnership, foreign trust, foreign estate or other foreign business entity) for purposes of U.S. income taxation. TAXPAYER I.D. NUMBER. My U.S. taxpayer identification number (e.g. social security number) is (Tax I.D. number to be provided by Seller at Closing) ADDRESS. My home address is 8707 Cord Pasco WA 99301 Address City State Zip Under penalties of perjury, I declare that I have examined this Certification and to the best of my knowledge and belief it is true, correct and complete. I understand that this Certification may be disclosed to the Internal Revenue Service k4R&4�edbthat any false statement I have made here could be punished by fine, imprisonment, or both. 01/27/2021 Seller........... Blue Gem Farms Date Seller Date BUYER CERTIFICATION (Only applicable if Seller is a non-resident alien). If Seller is a non-resident alien, and has not obtained a release from the IRS, then Closing Agent must withhold 15% of the amount realized from the sale and pay it to the IRS, unless Buyer certifies that the selected statement below is correct: Amount Realized ($300,000 or less) and Family Residence = No Tax. (a) I certify that the total price that I am to pay for the property, including liabilities assumed and all other consideration to Seller, does not exceed $300,000; and (b) I certify that I or a member of my family* have definite plans to reside on the property for at least 50% of the time that the property is used by any person during each of the first two twelve month periods following the date of this sale. If Buyer certifies these statements, there is no tax. Amount Realized (more than $300,000, but not exceeding $1,000,000) and Family Residence = 10% Tax. (a) I certify that the total price that I am to pay for the property, including liabilities assumed and all other consideration to Seller, exceeds $300,000, but does not exceed $1,000,000; and (b) I certify that I or a member of my family* have definite plans to reside on the property for at least 50% of the time that the property is used by any person during each of the first two twelve month periods following the date of this sale. If Buyer certifies these statements, then Closing Agent must withhold 10% of the amount realized from the sale and pay it to the IRS. * (Defined in 11 U.S.C. 267(c)(4). It includes brothers, sisters, spouse, ancestors and lineal descendants). Under penalties of perjury, I declare that I have examined this Certification and to the best of my knowledge and belief both statements are true, correct and complete. I understand that this Certification may be disclosed to the IRS and that any false statement I have made here could be punished by fine, imprisonment, or both. Buyer J&J Kelly Construction, Inc. And/or assigns Date Buyer Date 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 Century 21-Tri-Cides,1020 N Center Parkway Ste A Kennewick WA 99336 Phone: (509)572-8492 Fax: Alejandra Ramos Keely Sterba Produced with zipFonrog) by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLooix.com DocuSign Envelope ID: 8C47BE60-1 F01 -4FOF-849F-E854882A274B Form 22K ©Copyright 2019 Identification of Utilities Addendum Northwest Multiple Listing Service Rev. 7/19 IDENTIFICATION OF UTILITIES ALL RIGHTS RESERVED Page 1 of 1 ADDENDUM TO PURCHASE AND SALE AGREEMENT The following is part of the Purchase and Sale Agreement dated January 25, 2021 1 between J&J Kelly Construction, Inc. And/or assigns ('Buyer") 2 Buyer Buyer and Blue Gem Farms ("Seller") 3 Seller Seller concerning 2220 Rd 76, Pasco, WA 99301 (the "Property"). 4 Address city State Zip Pursuant to RCW 60.80, Buyer and Seller request the Closing Agent to administer the disbursement of closing funds 5 necessary to satisfy unpaid utility charges, if any, affecting the Property. The names and addresses of all utilities 6 providing service to the Property and having lien rights are as follows: 7 WATER DISTRICT: TBD 8 Name e-mail or website (optional) 9 Address 10 City, State, Zip Fax. No. (optional) SEWER DISTRICT: TBD 11 Name e-mail or website (optional) 12 Address 13 City, State, Zip Fax. No. (optional) IRRIGATION DISTRICT: Franklin County Irrigation Dist. 14 Name e-mail or website (optional) 15 Address 16 City, State, Zip Fax. No. (optional) GARBAGE: Basin Disposal 17 Name e-mail or website (optional) 18 Address 19 City, State, Zip Fax. No. (optional) ELECTRICITY: Franklin PUD 20 Name e-mail or website (optional) 21 Address 22 City, State, Zip Fax. No. (optional) GAS: TBD 23 Name e-mail or website (optional) 24 Address 25 City, State, Zip Fax. No. (optional) SPECIAL DISTRICT(S): 26 (local improvement districts or Name e-mail or website (optional) utility local improvement districts) 27 Address 28 City, State, Zip Fax. No. (optional) If the above information has not been filled in at the time of mutual acceptance of this Agreement, then (1) 29 within days (5 if not filled in) of mutual acceptance of this Agreement, Seller shall provide the Listing 30 Broker or Selling Broker with the names and addresses of all utility providers having lien rights affecting the Property 31 and (2) Buyer and Seller authorize Listing Broker or Selling Broker to insert into this Addendum the names and 32 addresses of the utility providers identified by Seller. 33 Nothing in this Addendum shall be construed to diminish or alter the Seller's obligation to pay all utility charges 34 tiding unbilled charges). Buyer understands that the Lis' roker and Selling Broker are not responsible for, or 35 to�l t re payor t of eller's utility charges. 01/27/2021 36 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Century 21 -Tri -Cities, 1020 N Center Parkway Ste A Kennewick WA 99336 Phone: (509)572-8492 Fax: Alejandra Ramos Keely Sterba Produced with zipFormID by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.ziDLooix.00m DocuSign Envelope ID: FBD006AD-24FA-4FE7-A5A7-C1223EBE7EA0 First Amendment To Commercial Brokers Association 11 SVN Purchase & Sale Agreement ALL RIGHTS RESERVEDtoPSA _� CBA Forth PSA I Addendum Re, 7/2020 RMER 6 COMPANY Page 711 The following is part of the Purchase and Sale Agreement with Reference Date January 26, 2021 between I& I Kelly Construction &/or Assigns ("Buyer") and Blue Gem Farms ("Seller") regarding the sale of the property located at 2220 Road 76 in the City of Pasco, Franklin County, Washington (the "Property"). IT IS AGREED BETWEEN THE BUYER AND SELLER AS FOLLOWS: Buyer assigns their interest in the above referenced contract to City of Pasco. Buyer's Broker for this transaction will be Rob Ellsworth I SVN Retter & Company. Purchase to be cash and no financing will be involved. All other terms and conditions of the contract shall remain the same. City of Pasco will pay J&J Kelly Construction $5,000 to reimburse for deposited earnest money. That payment will occur prior to March 15, 2021. City of Pasco's info as shown below: Buyer Contact: Zach Ratkai Address: 523 N. 3rd Ave Pasco, WA 99301 Phone: 509.537.2078 Email: ratkaizQpasco-wa.aov Selling Firm Name: SVN I Retter_& Compan Listing Broker: Rob Ellsworth Address: 329 N. Kellogg Kennewick, WA 99336 Phone: 509.430.2378 Email: Robna RobEllsworth.com Docusigned by. 2/25/2021 Buyer/Assignor Date EDocuSSiign�ed by: �%"`'' 2/24/2021 8F29ABA2DDBA4EC_. Assignee/New Buyer Date —DocuSigned by: 02/25/2021 er Date INl Foran 34 Addendum/Amendment to P&S Rev. 7/10 Page 1 of 1 ®Copyright 2010 Norftwest Multiple Listing Service ALL RIGHTS RESERVED ADDENDUMIAMENDMENT TO PURCHASE AND SALE AGREEMENT The following is part of the Purchase and Sale Agreement dated January 28, 2021 1 between City of Pasco ('Buyer') 2 and _ Blue Gem Farms ("Sellee') 3 concerning 2220 Rd. 76, Pasco Wa_ 99301 _ ("the Property'). 4 IT IS AGREED BETWEEN THE SELLER AND BUYER AS FOLLOWS: 5 6 1. The closing date is extended to on or before March 17, 2021 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 ALL OTHER TERMS/AND CONDITIONS of said Agreement remain uncha epd. 31 3 �( `v 2 `�") Initials: BUYER: Date: SELLER: Date: BUYER: Date: SELLER:Date: m Rett & G SefEews luteeaieodl ReAW, 329 N. Kellen Kmanwick WA 99336 Phone: (Sa9)7&VWII FWC (50)733.4M4 Blue Gem Aevid Rena Pro&xed with Lone ~Trmsac im (ApFarm Edtim) 231 Shearson Cr. Camdidpe, Ontai0. Canada NIT 1.15 wwwJwatLcom 11 i