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Filer Holdings LLC DBA Yakima Executive Building LLC - Purchase & Sale Agreement
DocuSign Envelope ID: F246D9D5-08D3-48EF-A902-573C124FFB18 0 Copyright 2020 Commercial Brokers Association All Rights Reserved CBA Form PS-1A Purchase & Sale Agreement Rev, 7/2020 Page 1 of 16 COMMERCIAL & INVESTMENT REAL ESTATE ‘tk PURCHASE & SALE AGREEMENT SPECIFIC TERMS Reference Elate: 8/6/21 Offer Expiration Date: 5:00prn (the third day after Reference Date, if not completed) 1. PROPERTY: The Property is legally described on Exhibit A. Address: 1.11, ZiL-1 5 r cyer City cf II-0A County, Washington. Tax Parcel No(s): )/‘'j 31s-14:rez. — Included Personal Property: 0 None; 0 if on and used in connection with the Property, per Section 25 (None, if not completed). 2. BUYER(S): C,1 r v,j30, 4- a(n) U4tt 3. SELLER'S):® P-- 1' V6) 5 a(n) f11.4 !at1.011.Lh 4, PURCHASE PRICE: $ --I-I 0 ie.; ;Of f' t. 0001/4 OC.)0 ) Dollars Payable as: Cash; 0 Financing (attach CBA Form PS_FIN), CI Other: 5. EARNEST MONEY: S Dollars; Held by: 0 Selling Firm; Form of Earnest Money:0 ViAre/Electronic Transfer; f Check; 0 Note (attach CBA Form PS__EMN): 0 Other: Earnest Money Due Date: days after Mutual Acceptance: 0 days after the Feasibility Contingency Date; or 0 t:Tic Fair/ v Closing Agent 6, FEASIBILITY CONTINGENCY DATE: !15 PAls w tint: !,'":4C-1)1: (30 days after Mutual Acceptance if not comp(eted.) 7, CLOSING DATE: 14" 161 ;0 days after 8. CLOSING AGENT: 9, TITLE INSURANCE COMPANY: !--1, (L-SI ,rkt r4i Ti 10. DEED: Statutory Warranty Deed; or 0 Bargain and Sale Deed. 11, POSSESSION: N'on closing; 0 Other: 12. SELLER CITIZENSHIP (FIRPTA): Seller 0 is; [Sills not a foreign person for purposes of U.S. income taxation, 13, BUYER'S DEFAULT: (check only one) tgForfeiture of Earnest Money; E Seller's Election of Remedies. 14, SELLER'S DEFAULT: (check only one) ecover Earnest Money or Specific Enforcernent; 0 Buyer's Election of Remedies. 15, UNPAID UTILITIES: Buyer and Seller 0 Do Not Waive (attach CBA Form UA); El Waive 16. AGENCY DISCLOSURE: Selling Broker represents: 0 Buyer; Li Seller; both parties; 0 neither party Listing Broker represents: 0 Seiler; 5 both parties 17, EXHIBITS AND ADDENDA, The following Exhibits and Addenda are made a part of this Agreement: 0 Earnest Money Promissory Note, CBA Form EMN O Blank Promissory Note, LPB Form No. 23A O Blank Short Form Deed of Trust, LPB Form No. 20 O Blank Deed of Trust Rider, CBA FonTIDTR 0 Utility Charges Addendum, CBA Form UA o FIRPTA Certification, GSA Form 22E O Assignment and Assumption, CM Form PS -AS AddendurniAmendr ent, CBA Form PSA INITIALS: Buyer _ Date ';i1 y) Buyer Date (on closing if not completed). O Back -Up Addendum, CBA Form BU-A O Vacant Land Addendum, CBA Form VLA 0 Financing Addendum, CBA Form PS _FIN 0 Tenant Estoppel Certificate, CBA Form PS TEC D Defeasance Addendum, CBA Form PS_D O Lead -Based Paint Disclosure, CBA Form LP-LS R. Other 01110I-in• 6kf1,206'.5 Oth !!) 0 Date 8/6/2021 Setter °S Seller Date 8/6/2021 8/6/2021 8/F12021 C nr DocuSign Envelope ID: F246D9D5-08D3-48EF-A902-573C124FFB18 0 Copyright 2020 Commercial Brokers Association All Rights Reserved CBA Form PS-1A Purchase & Sale Agreement Rev. 7/2020 Page 2 of 16 COMMERCIAL. & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) 18. IDENTIFICATION OF THE PARTIES. The following is the contact information for the parties involved in this Agreement: Buyer(sj,: *!.: (iti OF -IckiLho 4 Sellars): Contact: C/0 P C1-'-- (7-1.-' ''' (L^ 1 S' 0 °'J Contact Address; 4 2-47 fJ 2-61A. Address: _ Business Phone: - '-c--7 -; - 16-• 4tei Business Phone; Cell Phone: •:;79471- Cell Phone: , Fax: Fax: Ernail: Ls.. i2 VA, r L-.1.:r.,,,,, t ' yeti', k-.1 6, ',,t A t, t, , 1: o':, -I Email; Selling Firm Name: h p al) ...•&1 Narne: Assumed Name: Assumed Name: Selling Broker: JLi1_TI 1/tFLLL Listing Broker: Selling Broker DOL License No.: Listing Broker DOL License No.: Firm Address: 103 '3 -7/1' 111.4"; • Firm Address: Firm Phone: :;V1 914 Oa 7 Firm Phone: Broker Phone: _c24 Broker Phone: Firm Erna& P ":" e 2Firm Email: Broker Email : Broker Emaih jE Fax; Fax: CBA Office No.: Listing Firm DOL License No.: SA-fli ir5 CBA Office No.: Selling Firm DOL License No.: C opv of Notices to Buyer to: Name: C Company: 0 11--fri Address: V4.i\--/ 2204 Business Phone: '57)7 7- 7 .7 Fax: Cell Phone: Email: CA-1jJrCc, V.: t 0_60., I o Co of NOdC3S to Seller to: Name: " Melt Company: C < y‘y Address: Lf2 - Business Phone: Fax: Cell Phone: f).2) q45 or; <I Email: P 6.7 7, it),7 INITIALS: Buyer &' Date Seller Buyer Dale eUer 8/6/2021 8/6/2021 IC R/6/2071 OpcuaigmEnvelope ID: F24noqD5- 8D348EF-49n2-573C124FF818 0 omnmercialBrokers Asuociatmo ,6JI Rights Reserved CoAporn p*,A Purchase uSale Agreement Rev. 7/2020 Page om/o COMMERCIAL& INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (zownmUEO) GENERALTERMS 19�Purchase and Sale, Buyer agrees to buy and Seller agrees tosell the commercial real estate identified inSection 1as the Property and all improvements thereof), Unless expressly provided otherwise in this Agreement or its Addenda, the Property shall include (i) all of Seller's rights, title and interest in the Property, (ii) all easements and rights appurtenant to the Property, (iii) all buildings, fixtures, and improvements on the Property, (iv)all unexpired leases and subleases-, and (v)ail included personal property. 20.A000ptanc*; Counteroffers. It this offer is not tirriely accepted, it shail lapse and the earnest money shall be refunded to Guyer� If either party makes a future counteroffer, the other party shall have until 5:00 p,rn. on tile day (if not fiUe�in, the second day) /tKoviingreceipt toaccept the counteroffer, unless sooner withdrawn, If the counteroffer is not timely accepted or countered, this Agreement shall lapse and the earnest money shall be refunded to Buyer, No acceptance, offer orcounteroffer yrom Buya/is effective until a signed copy is received by Seller, the Listing Broker or the licensed office of the Listing Broker, Noacceptance, 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 when the last counteroffer is signed by the offeree, and the fully -signed counteroffer has been received bythe offeror, his o/her broker, of, the licensed office of the broker. Kany party iunot represented bymbroker, then notices must be delivered to that party and shall be effective when received by that party, 21. Earnest Money. Selling Broker and Selling Firm are authorized to transfer Earnest Money toClosing Agent aonecessary. 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 over S I 0.00(3. it shall be deposited to: [I the Selling Firm's pooled trust account (with interest paid tothe State Teaaurer);orWa separate interest bearing trust aocuuntin Selling Finn'nna-me. provided that Buyeroomp/etao an IRS Form W-O (if not completed, separate ioLams( bearing trust acoovnU. The interest, if any, shall be credited at dosing to Buyer, If this sale fails to close, whoever is entilled to the Ear nest Money is entitled 'to interest. Unless otherwise provided in this Agreement, the Earnest Money shall be applicable to the Purchase Price. 22. TN0mInamronuo. v' Title Report. Seller authorizes Buyer, its Lender, Listing Broker, Selling Broker or Closing Agent, at Seller's expense, to apply for and deliverto Buyer a standard coverage owner's policy of title insurance from the Title |nuumncaCmnpnny.Buyer shall have the discretion to apply for a" 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 oovnragapolicy, the cost o[any endorsements requested hyBuyer, and the cost ofany survey required bythe title insurer, |fSeller previously received mpreliminary commitment from atitle insurer that Buyer declines touse, Buyer shall pay any cancellation fee owing to the original title insurer, Otherwise, tile paity applying for title insurance shall pay any title cancellation fee, inthe event such a fee |oassessed. b. Permitted Exceptions. Buyer shall nohfy Seller o/any objectionable matters in the title report or any supplemental neportwithin the earlier of� (a) "A 45 days (20 days if not completed) after receipt of the prepti.;,Nry commitment for title insurance; or (b) ~ C INIT)ALS: Buyer Date se, or 4 � Seller 8/6/2OZl BuyerDate 8/G/ZO2l /6/2OZl 8/6/2021 oovmGignEnvelope ID: F24nDSDs-08Do4mEF+Amu2-573Cl24FFo10 Q Commercial Brokers Association AN Rights Reserved oeApmrnpa-1* Purchase uSale Agreement Rev, 712020 Page 4 of 16 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CuwT(musD) the Feasibility Contingency Date. This Agreement shall tprniinstp and Buyer shall receive a refund of the earnew Toney, less any mosisadvanced cxcommitted for Buyer, unless within five (5) days of Buyers notice of such objections Seller shall give notice, inwriting, ofits intent to remove all objectionable provisions before Closing, If Seller fails to give timely notice that it will clear all disapproved objections, this Agreernent shall automatically terminate and Buyer shall receive a refund of the earnest money.|euomnyuostsadvancodo/oommitVvd(brBuyar.uo|aoaBuyerooUfieoSa(lerwdhmUhee(3)UuyothckBuyerweives any objections which SeIier does not agree to remove, If anj new title matters are disclosed in a supplemental title report, then the preceding teirmination, objection and waiver provisions shall apply to the now title matters except that Buyer's notice of objections must be delivered within three (3) days of receipt of the supplemental report by Buyer and Seller's response or Buyer's waiver must be delivered within two (2) days of Boyer's rotice of objections. 'The Closing Date shall be extended to the extent necessary topermit time for these notices. Buyer shall not barequired toobject toany mortgage ordeed oftrust liens, o, the statutory lien for real property taxes, and the same shall not budeemed tobaPermitted Exceptions; provided, however, that the|imnmeovrinQanyfinanuioqwhiohBuyo/hasaqvsedtoaosumeoha|ibeaPennittsdExcephon.Exoepthnr0hafo/e8oinQ. those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the "Permitted Exceptions." Seller shall reasonably cooperate with Buyer and the title company to clear objectionable title matters and shall provide an affidavit containing the information and reasonable covenants requested by the title company, The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted Exceptions. n' Title Pcililcy. At Closing, Buyer shall receive an ALTA Form 2006 Owner's Policy of Title Insurance with standard or extended ouvenage(aeopeoifiedbyBuyor)daLmdaaof1heC|uaingDateintheamounto/thePurchayePrice.insuhogthat fee simple title to the Property is vested in Buyer, subject only to the Permitted Exceptions ("Title Policy"), provided that Buyer acknowledges that obtaining extended coverage may be conditioned on the Title Carnpany's receipt of a satisfactory survey paid for by BL)Yer� If Buyer elects extended coverage, then Seller shall execute and deliver to the Title Company on or before Closing the such affidavits and other documents as the Title Company reasonably and customarily requires to issue extended coverage. 23. Feasibility Contingency, Buyer's obligations under this Agreement are conditioned upon Buyer's satisfaction, in Buyer's We discretion, concerning all aspects of the Property including i(,, physicil condition; the presence of or absence of any hazardous substances; the contracts and leases affecting the Property; Oie potential financial performance of the PFOPBFty', the availability of government permits and approvals; and the feasibility of the Property for Buyer's intended purpose. This Agreement Shall terminate and Buyer shall receive a refund of the earnest money unless BLIyef gives notice that the Feasibility Contingency issatisfied ho Seller before 5:00prn on the Feasibility Contingency Date, If such notice is timely given, the feasibility contingency shall be deemed to be satisfied and Buyer shall be deemed to have accepted and waived any objection regarding any aspects of the Property as they exist unthe 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 Bu., m been given unlimited access, true, correct � 5- [)�J INITIALS: Buyer i�~wi"I _Dale x — Buyer _ _Dale 2 w Date 8/6/2021 8/6/2O2I 8/6/2021 8/6/2021 ovcvSiOnEnvelope ID: Fu4eD9os-O000-4aEr-A9Vu-57ou1x4pFa10 m copyright 2020 Commercial Brokers Association All Rights Reserved uaForm PSAA Purchase &um^ Agreemeot Rev. 712020 Page smva COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT ^ (oowT|muEo) arid complete copies ofall documents in Seller's possession or control relating to the ownership, operation, renovation or development of the Property, excluding appraisals or other statements ol value, and including the follovAng: statements for real estate taxes, assessments, and utilities for the last three years and year 1odn0a�property management agreements and any other agreements with pfoiessionals or consultants, leases or other agreements relating to occupancy of all or a portion of the Property and a suite -by -suite schedulo or tenants, rents, prepaid rents, deposits and fees: plans, specifications, permits, applications, drawings, ao/voys, and Studies; maintenance records, accounting records and audit reports for the last three years and year to date� any existing environmental reports; any existing surveys; any existing inspection reports; and Wendor Contra0s" which shall include maintenance or service contracts, arid installments purchase contracts or le-9ses of personal property or fixures used in connection with the Property, Buyer shall determine bythe Feasibility Contingency DeW(i)whether Seller will agree toterminate any objectionable Vendor Contracts; and (ii) whether Seller will agree to pay any damages or penalties resulting from the termination of objectionable Vendor Contracts, Buyer's waiver cfthe Feasibility Contingency shall be deerned Buyer's acceptance of all Vendor Contracts which Seller has not agreed in writing to terminate, Buyer shallbe solely responsible for obtaining any required consents to such assumption and the payment ofany assumption fees, Seller shall cooperate with Buyer's efforts 10receive any such consents but shall not be required to incur any out-of-pocket expenses or liability in doing so. Any information provided or to be provided by Seller wthrespect to the Property is solely for Buyer's convenience and Seller has not made any independent investigation 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 accufary or completeness of such information, exceptto the ey.tent expressly provided otherwise in this Agreement. Seller shall transfer the Vendor Contra -cis as provided in Section 25, b' Access. Seller shall permit Buyer and its agents, atGuyo/'ssole expense and risk, toenter the Property utreasonable times subject to the rights of and after legal notice to tenants, to conduct inspections concerning the Property, including without limitation, the structural condition o/improvements, hazardous materials, pest infestation, soils condiVona, sensitive areas, wetlands, or other matters affecting the fea3ibility of the Property for buyer's interided use, Buyer shall schedule ally entry onto the Property with Seller in advance and shall comply with Seller's reasonable requirements including those relating to security, confidentiality, arid disruption of Seller's tenants. Prior to entering the Property and while conducting any inspections, Buyer shall, etoucost orexpense toSeller: (a) procure and maintain commercial general liability (occurrence) insurance in an amount no less than $2,000,000 on commercially reasonable terms adequate Voinsure against all liability arising out ofany entry rinto or inspect"ons of the Property that lists Seller and Tenant auadditional insureds; and (b) deliver to Seller prior to entry UP011 the Property certificates of insurance for Buyer and any applicable agents or representatives evidencing such rejuired in%ii-ance. Buyer shall riot perform any invasive testing including environmental inspections beyond a phase I assessment or contact the tenants or property rrizinagement personnel without obtaining Sellees prior written consent, which shall not be unreasonably withheld, conditioned or delayed, Buyer shall restore the Property and all improvements to substantially the same, trMtton they were in prior to inspection, Buyer shall INITIALS: Buyer [' DamDate _ 8/6/ZOZl 8/6/2021 DocuSign Envelope ID: F246D9D5-08D3-48EF-A902-573C124FFB18 0 Copyright 2020 Commercial Brokers Association Al Rights Reserved CAA Form PS-1A PUITA13$0 Sale Agreement Rev, 7/2020 Page 6 of to COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) 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 entry onto or inspection of the Property by Buyer and its agents, which obligation 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 Contingency only for the purpose of leas ng or to satisfy conditions of financing. c. Buyer waives, to the fullest extent permissible by law, the right to receive a seller disclosure staternent (e.g. 'Form 17') if required by RCW 64,06 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 Seller, 24, Conveyance, Title shall be conveyed subject only to 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 contract vendee's assignment sufficient to convey after -acquired title. At Closing, Seller and Buyer shall execute and deliver to Closing Agent 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 wilt itemize such personal 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 he St (if not completed, the County -assessed value if available, and if not available, the fair market value determined by an appraiser selected by the Listing Broker and Selling Broker). Seller warrants title to, but not the condition of, the personal property and shall convey it by bill of sale. b, In addition to the leases and Vendor Contracts assumed by E3uyer pursuant to Section 24 above, this sale includes all right; title and interest of Seller to the following intangible property now or hereafter existing 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 Property; all drawings, plans, specifications and other architectural or engineering work product; all governmental permits, certificates, licenses, authorizations and approvals; all rights, claims, causes of action, and warranties under contracts with contractors, 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 Property and related trademarks, service marks or trade dress; and guaranties, warranties or other assurances of performance received, INITIALS Buyer v't,.0„) Date Setle Buyer Dale Seller 8/6/2021 r tr 8/6/2021 Date Date as 8/6/2021 8/6/2021 DocuSign Envelope ID: F246D9D5-08D3-48EF-A902-573C124FFB18 0 Copyright 2020 Commercial Brokers Association AI Rights Reserved CBA Form PS-1A Purchase & Sale Agreement Rev, 7/2020 Page 7 of 18 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) 26„ Seller's Underlying Financing, Unless E3uyer is assuming Seller's underlying financing, Seller shall be responsible for confirming the existing underlying financing is not subject to any "lock out" or similar covenant which would prevent the lender's lien from being released at closing. In addition, SeIer shall provide Byer notice 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 Seller provides this notice of defeasance to Buyer, then the parties shall close the transaction in accordance with the process described in CBA Form PSeD or any different process identified in Seller's defeasance notice to Buyer. 27, Closing of Sale , Buyer and Seller shall deposit with Closing Agent by 12:00 p.m, on the scheduled Closing Date all instruments and monies required to complete the purchase in accordance with this Agreement Upon receipt of such instruments and monies, Closing Agent shall cause the deed to be recorded and shalt pay to Seller, in ir»rnediately available funds, the Purchase Price less any costs or other amounts to be paid by Seller at Closing. "Closing': shall be deemed to have occurred when the deed is recorded and the sale proceeds are available to Seller, Time is of the essence in the performance of this Agreement. Sale proceeds shall be considered available to Seller, even if they cannot be disbursed to Seiler 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 he conducted in accordance with the three(3)-day closing process described in CBA Form PS_D. This Agreement is intended to constitute escrow instructions to Closing Agent. Buyer and Seller will provide any supplemental 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 (2) days before the scheduled Closing Date in the form required by Section 23(a) and any other information reasonably requested by Closing Agent to allow Closing -Agent to prepare a settlernent 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 the excess premium attributable 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 existing tenancies; expenses already incurred by Seller that relate to services to be provided to the Property after the Closing Date; interest; utifities; and other operating expenses shall be pro- rated as of Closing. Seller will be charged and credited for the amounts of all of the pro -rated items I -elating to the period up to and including 1 1;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 Closing Agent shall only pro rate those expenses paid by Seller.. Buyer shall pay to Seller at Closing an additional sum equal to any utility deposits or mortgage reserves 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 title policy. If the Property was taxed under a deferred classification prior to Closing, then Seller shall pay all taxes, interest, penalties, deferred taxes or similar items which result from removal of the Property from the deferred classification. At Closing, all refundable deposits on tenancies shall be c edid to Buyer cr delivered to Buyer for deposit , 1 INITIALS: Buyer Date Seller Date8/6/2021 Buyer Date Seller Bair/2021 rn r IT 8/6/2021 8/6/2021 DocuSign Envelope ID: F246D9D5-08D3-48EF-A902-573C124FFB18 Cr Copyright 2020 Commercial Brokers Association All Rights Reserved CBA Form PS-1A Purchase & Sale Agreement Rev. 7/2028 Page 8 of 18 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) in a trust account if required by state or local law. Buyer shall pay any sales or use tax applicableto the transfer of personal property included in the sale. 29, Post -Closing Adjustments, Collections, and Payments, After Closing, Buyer and Seller shall reconcile 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 Closing i.shich relate to services rendered Of° goods delivered to the Seller or the Property prior to Closing shall he paid by Seller upon presentation of such bill or invoice. At Buyer's option, Buyer may pay such hill or invoice and be reimbursed the amount paid plus interest at the rate of 12')/0 per annurn beginning fifteen (15) days from the date of Buyer's written demand to Seller for reimbursement until such reimbursement is made. Notwithstanding the foregoing, if tenants pay certain expenses based on estimates subject to a post -closing reconciliation to the actual amount of those expenses, then Buyer shall be entitled to any surplus and shall be liable for any credit resulting from the reconciliation, Rents collected from each tenant after Closing shall be applied first to rentals due most recently 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 adjustment shall be made, if any, within 180 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 within 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, Seller 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 Feasibility Contingency Date, Seller shall not enter into or modify existing rental agreements or leases (except that Seller may enter into, modify, extend, renew or terminate residential rental agreements or residential leases for periods of 12 months or less in the ordinary course of its business), service contracts, 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 shall 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 Feasibility Contingency, including in the books, records and documents made available to Buyer, er 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 sell the Property, 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 Le rraiiOn and condition of the Property, are true, LoLL INITIALS; Buyer ' Seller Date 8/6/2021 8/6/2021 Buyer Dale Seller Date 8/6/2021 8/6/2021 DocuSigh Envelope ID: F246D9D5-08D3-48EF-A902-573C124FFB18 0 Copyright 2020 Commercial Brokers Association All Rights Reserved CBA Form PS -IA Purchase & Sale Agreement Rev, 7/2020 Page 9 of 16 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) accurate and complete to the best of Seller's knowledge, and no other contracts or agreements exist that will be binding on Buyer after Closing; (c) Seller 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.5: (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after Closing: (f) There is no pending or threatened condemnation or similar proceedings 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 extent prorated at Closing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 28 above) attributable to the period prior to closing which, if not paid, could 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 Property 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 action by any governmental agency regarding the release of Hazardous 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 °PAC's Specially Designated and Blocked Persons List) or under any statute or executive order; arid (I) the individual signing this Agreement an behalf of Seller represents and warrants to Buyer that he or she has the authority to act on behalf of and bind Seller. As used herein; the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous vaste, toxic substance, pollutant, or contaminant under any federal, state, or local iaw, 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 limited to, petroleum, petroleum by-products, and asbestos. If prior to Closing Seller or Buyer discovers any information which would cause any of the representations above to be false if the representations 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 five (5) day period), and in such event, the Earnest Money Deposit shall be returned to Buyer. Buyer shall give notice of termination within five (5) days of discovering or receiving written notice 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. INITIALS; Buyer tO Dale Buyer Dale 8/6/2021 8/6/2021 Seller Date Seiler Date 8/6/2021 r OS 1ThF 8/6/2021 DowSign Envelope ID: F246D9D5-08D3-48EF-A902-573C124FFB18 Cogyn"ght 2020 Commercial Brokers Association All Rights Reserved CBA Form PS-1A Purchase & Sale Agreement Rev. 7/2020 Page 10 of 16 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) 33. As-ls. Except for the express representations and warranties in this Agreement, (a) Seller makes rio representations or warranties regarding the Property; (b) Seller hereby disclaims, and Buyer hereby waives, any arid all representations or warranties of any kind, express or implied, concerning the Property 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 sins! ar 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 ISand with all faults; and (d) Buyer represents and warrants to Seller that Buyer has sufficient experience and expertise such that it is reasonable for Buyer to rely on its own pre -closing inspections and investigations. 34, Buyer's Representations. Buyer represents that Buyer is authorized to enter into the Agreement; to buy the Property; to parfarm 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 !ay./, regulation, writ, injunction or decree of any court or governrnental instrumentality applicable to Buyer; or (b) constitute a breach of any agreement to which Buyer is a party or by which 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 warranties (and any cause of action resulting frorn a breach thereof not then in litigation, including indemnification claims) shall terminate. Notwithstanding anything to the contrary in this Agreement: (a) Buyer shall not make a claim against Seller for damages for breach or default of any representation or warranty, unless the amount of such claim -is reasonably anticipated to -exceed $25,000; 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 Seller's fraud or intentionai misrepresentation with respect to any representation or warranty regarding the environmental condition of the Properly, in which case Buyer's damages shall he 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 Agreement 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, to be exercised by notice to Seller within ten (10) days after .Seller's notice to Buyer of the occurrence of the damage or condemnation proceedings. Damage will be considered material if the cost of repair exceeds the lesser of $100,000 or five percent (5°/0) of the Purchase Price, Alternatively, Buyer may elect to proceed with closing, in which case, at Closing, Seller 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 NMILS Fonn 22E, or equivalent) that Seller is not a 'foreign person" within the meaning of the Foreign Investment in Real Property Tax Act, and Seller shall sign it on INITIALS: Buyer Buyer „, Dat Seller -Ds C Date 8/6/2021 8/6/2021 Dale, Seller Date _ 8/6/2021 DocuSign Envelope ID: F246D9D5-0803-48EF-A902-573C124FFB18 0 Copyright 2020 Commercial Brokers Association All Rights Reserved CPA Form PS-1A Purchase & Sale Agreemegt Rev, 7/2020 Page 11 of 18 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) or before Closing, If Seiler is a foreign person; and this transaction is not otherwise exempt from FIRPTA, Closing Agent is instructed to 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 Agreement (including revocations of offers and counteroffers) must be in writing. Notices 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 identified 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 Listing Broker, Notices to Buyer must be signed by at least one Seller and must be delivered to Buyer, with a copy to Selling 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 by 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 link to such notice or document) shall constitute delivery when: (i) the e-mail is sent to both Selling Broker and Selling Firm or both Listing Broker and Listing Firm at the e-mail addresses specified on page two of this Agreement; ar (ii) Selling Broker or Listing Broker provide written acknowledgment of receipt of the e-mail (an automatic e-mail reply does not constitute written acknowledgment). At the request of either party, or the Closing Agent, the panties will confirm facsirnile or e-mail transmitted signatures by signing an original document. - 39. Conoputation of Time. Unless otherwise specified in this Agreement, any period ortime in this Agreement shall mean Pacific Time and shall begin the day after the event starting the period and shall expire at 5:00 p.m. of the last calendar day of the specified period of time, unless the last day is a Saturday, Sunday or legal holiday as defined in RCW 1.16.050, in which case the specified period of time shall expire on the next day that is riot a Saturday, Sunday or legal holiday. Any specified period of five (5) days or less shall not include Saturdays, Sundays or legal holidays. Notwithstanding the foregoing, references to specific dates or times or number of hours shall mean those dates, times or number of hours; provided, however, 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 he the next regular business day. If 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, mutual 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. 40. As5ignrrsent. Buyer's rights and obligations 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 Seller, but with notice to Seiler, to any entity under common control and ownership of Buyer, provided no such assignrnent shall relieve Buyer of its obligations hereunder. If the words "and/or assigns" or similar words are used wltiiy Buyer in Section 2, then this Agreement INITIALS: Buyer V) DateL2j Seller ( Da 8/6/2021 8/6/2021 Buyer Date Seller Date 8/6/2021 8/6/2021 JocuSign Envelope ID: F246D9D5-08D3-48EF-A902-573C124FFB18 Copyright 2020 Commercial evokers Association All Rights Reserved CPA Form PS-1A Purchase & Sale Agreement Rev. 7/2020 Page 12 of 16 CO ERCIAL & INVEST ENT REAL ESTATE PURCHASE & SALE AGREE ENT (CONTINUED) 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 Buyer stated in this 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 shad guarantee payment of Seller financina. 41. Default and Attorneys' Fees. a, Buyer's default. In the event Buyer fails, without legal excuse, to complete. the ,purchase of the Property, then the applicable provision as identified in Section 13 shall apply: Forfeiture of Earnest Money, Seller may terminate this Agreement and keep that portion of the earnest money that does not exceed five percent ($%) of the Purchase Price as liquidated damages as the sole and exclusive remedy evadable to Seller for such failure, Seller's Election of Remedies. Seiler may, at its option, (a) terminate this Agreement and keep that portion ef the earnest money that does not exceed five percent (5%) of the Purchase Price 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. In 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: Recover Earnest Money or Specific Enforcement As Buyer's sole remedy, Buyer may either (a) terminate this Agreement and recover ail earnest money or fens paid by Buyer whether or not the same are identified 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 sixty (60) days from the Closing Date or from the date Seller has provided notice to Buyer that Seller will not proceed with closing, whichever is earlier, ii, Buyer's Election of Remedies. Buyer may, at its option, (a) bring suit against Seller for Buyer's actual damages, (b) bring suit to specifically enforce this Agreement and recover any incidental damages, ar (c) pursue any other rights or remedies available at law or equity, ci Neither Buyer nor Seller may recover consequential damages such as lost profits. If Buyer 01-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, 42. iceHaneous Provisions. t.r‘ INITIALS: Buyer Z-1) r Buyer Date Setter 8/6/2021 8/6/2021 Seiler Date r—os ,—v 8/6/2021 DocuSign Envelope ID: F246D9D5-08D3-48EF-A902-573C124FFB18 Copyright 2020 Commercial Brokers Association Ail Rights Reserver! CBA Form PS-1A Purchase Sale Agreement Rev, 7/2020 Page 13 of 16 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) a. Complete Agreement. This Agreement and any addenda and exhibits thereto state the entire understanding of Buyer and Seiler regarding the sale of the Property. There are no verbal or other written agreements which modify or affect the Agreement, and no modification of this Agreement shall he effective unless agreed in writing and signed by the parties, b. Counterpart Signatures, This Agreement may be signed in counterpart, each signecJ counterpart shall be de.erneci an original, and all counterparts together shall constitute one and the same agreement, c. Electronic Delivery and Signatures, Electronic delivery of documents (e,g., transmission by facsimile or email) including signed offers or counteroffers and notices shall he legally sufficient to bind the party the same as delivery of an original. At the request of .either party, or the Closing Agent, the parties WO 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 Seller 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 incurs no additional liability in doing so, and so long as any expenses (including attorneysfees and costs) incurred by the cooperating party that are related only to the exchange are paid or reimbursed to the 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. In addition, notwithstanding Section 40 above, any party completing a Section 1031 like -kind exchange may assign this Agreement to its qualified intermediary or any entity set up for the purposes of completing a reverse exchange. 43, nformation Transfer. In the event this -Agreement is terminated, Buyeragrees to deliver to Seller within ten- (10) days of Seller's written request copies of all materials received from Seller and any nan-privileged plans, studies, reports, inspections, appraisals, surveys, drawings, permits, applications or other development work product relating to the Property in Buyer's possession or control as of the date this Agreement is terminated, 44., Confidentiality. Until and unless closing has been consummated 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 Firrn, Selling Firm's Designated Broker, Selling Broker's Branch Manager (if any) and Selling Broker's Managing Broker Of any) represent the same party that Seriing Broker represents. Listing Firm, Listing Firm's Designated Broker, Listing Broker's Branch Manager (if any), and Listing Brokers Managing Broker (if any) represent the same party that the Listing Broker represents. If Selling 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 Broker and Listing Broker are the same person representing both parties, then both Buyer and Seller confirm their consent to that person and his/her Designated Broker, Branch Manager (if any), and Managing Broker (if any) representing both parties as dual agents. All parties acknowledge receipt of the pagi1t entitled "The Law of Real Estate Agency.' lNITIALS: Buyer Dale 0 ?21Date 8/6/2021 Date 8/6/2021 Buyer Dale Seller 8/6/2021 R/A/211-71 000uaignenveiopeID: F246Deo5-08D348EF+A802-573c124FFB18 0 commercial Brokers Association wRights Reserved caAForm PS-1x Purchase Sale Agreemew Rev7/2020 Page wofm COMMERCIAL @ INVESTMENT REAL ESTATE PURCHASE& SALE AGREEMENT (CONTINUED) 46. Seller's Acceptance and Brokerage Agreement. Seller agrees wsell the Pmpe¢/onthe terms and conditions herein, and ourther agrees to pay a commission in m total amount computed in a000rd'enoeskh the listing or commission agreement- if there is no written listing or commission agreement, Seller agrees to pay a commission of __ Y6ofthe sales price nr�The commission shall be apporlioned between Lisling Firm and Selling Firm as specified in the listing or any co -brokerage agreement. If 'there isno listing o,wriftenco-brokerage agreement, then Listing Firm s-hai|pay toSelling Firm acommission of____-%ofthe sales price or S_,._ Seller assigns to Listing Firrn and Selling Firm a poilion of the sales proceeds equal to the commission, If the earnest money is retained as liquidated damages; any costs advanced or committed by Listing Finn or Selling Firm for Buyer o,Seller ahu|| be reimbursed or paid therefrom, and the balance shall be paid one-1,,alf to Seller and one-half to Listing Firm and Selling Firm according to the listing agreement and any co -brokerage agreement, Seller and Buyer hereby consent toListing Firm and Ga|UngFirm receiving compensation from more than one party and irrevocably instruct tha Closing Agent to disburse theoommiosion(a) 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 expenses. Neither Listing Firm nor Selling Firm are receiving compensation from more than one party to this transaction unless disclosed onamattached addendum, in which case Buyer and Seller consent to such compensation. The Property described in attached Exhibit A is commercial real estate, Notwithstanding Section 44 above, the pages containing this Section, the parties' signatures and anattachment describing the PmpeMymay berecorded, Listing Broker and Selling Broker Disclosure. EXCEPT AGOTHEWN8EDISCLOSED /NWRITING TOBUYER ORSELLER, THE SELLING BROKER, LISTING BROKER, AND FIRMS HAVE NOT MADE ANY REPRESENTATIONS OR WARRANTIES OR CONDUCTED ANY INDEPENDENT INVESTIGATION CONCERNING THE LEGAL EFFECT OF THIS AGREEMENT, BUYER'S OR SELLER'S FINANCIAL STRENGTH, BOOKS, RECORDS, REPORTS, STUDIES, OR OPERATING3 STATEMENTS� THE CONDITION OF THE PROPERTY OR ITS IMPROVEMENTS� THE FITNESS OF THE PROPERTY FOR -BUYER'S INTENDED USE; OR OTHER MATTERS RELATING TO THE PROPERTY INCLUDING WITHOUT LIMITATION, THE PROPERTY'S ZONING. BOUNDARIES, AREA, COMPLIANCE ItNITH APPLICABLE LAWS (INCLUDING LAWS REGARDING ACCESSIBILITY FOR DISABLED PERSONS), OR HAZARDOUS OR TOXIC iMATERIALS INCLUDING MOLD OR OTHER ALLERGENS, SELLER AND BUYER ARE EACH ADVISED TO ENGAGE QUALIFIED EXPERTS TO ASSIST WITH THESE DUE DILIGENCE AND FEASIBILITY MATTERS, AND ARE FURTHER ADVISED TO SEEK INDEPENDENT LEGAL AND TAX ADVICE RELATED TO THIS AGREEMENT, /1 / Da Buyer Date_~ _ C � .�m � T� 8/6/202I Seller —Seller _ _ / _ � �- Date_ —_-�— 8/G/ZUZ1 8/6/2U2l DocuSign Envelope ID: F246D9D5-08D3-48EF-A902-573C124FFB18 .1t) COMME PU CIAL CHA E VEST E T SALE AG (CONTINUED) EAL ESTATE EE E T Cl Copyright 2020 Commercial Brokers Association All Rights Reserved CBA Form PS-1A Purchase & Sale Agreement Rev, 7/2020 Page 15 of 16 IN VSTNESS WHEREOF, the parties have signed this Agreement intending to be bound Buye )k)f,v-ot ft-) Printed narne and type of entity Buyer f8:1 S tee' e Signature and title Date signed Douglas C Filer Seller r—OocuStgooPOlted name and type of entity Seller e tgoattfre and tit 8/6/2021 Date signed Denise Baker —DoeuSgrtell by: Gr bat lbC4FI2'O°303C4E0 INITIALS: Buyer t 8/6/2021 Buyer Date Seller Date • Buyer Printed name and type of entity Buyer S nature and title Date signed Paula Congl etOn Seller Seller Printed name and type of entity Do4mSigtod by: '``*0-- ''''—`9A688CC.)5eBSItiiatUre and title 8/6/2021 Date signed Tod Filer °DbeuSioned by; 1-4 Fitur \----CF:9930200,A8F473 8/6/2021 8/6/2021 Dale Saer • 8/6/2021 /71'01 DocuSign Envelope ID: F246D9D5-08D3-48EF-A902-573C124FFB18 CPU • u 9 IT" 1 A Pf T • TT • Parcel A. Lots 9 & 10, Block 49, TOWN OF NORTH YAKIMA, now Yakima, Washington, according to the Plat thereof recorded in Volume "A" of Plats, Page 10, and re -recorded in Volume "E" of Plats, Page 1, records of Yakima County, Washington. Yakima Tax Assessor's Parcel No,: 191319-22459 Parcel B. Lots 11 and 12, Block 49, TOWN OF NORTH YAKIMA, now Yakima, VVashington, according to the Plat thereof recorded in Volume "A" of Plats, Page 10, and re -recorded in Volume "E" of Plats, Page 1, records of Yakima County, Washington, Yakima Tax Assessor's Parcel No,: 191319-22481 Parcel C Lots 23 and 24 and the Southerly 19.5 feet of Lot 22 when measured at right angles to the line common to Lots 22 and 23, all in Block 49, TOWN OF NORTH YAKIMA, now Yakima, Washington, according to the Plat thereof recorded in Volume "A" of Plats, Page 10, and re- recorded in Volume "E" of Plats, Page 1, records of Yakima County, Washington. Yakima Tax Assessor's Parcel No,: 191319-22482 Parcel D: Lots 25, 26, 27, 28, 29, 30, 31 and 32, Block 49, TOWN OF NORTH YAKIMA, now Yakima, according to the Plat thereof recorded in Volume "A' of Plats, Page 10 and re -recorded in Volume "E" of Plats, Page 1, records of Yakima County, Washington. Yakima Tax Assessor's Parcel No.: 191319-22462 OS C 5- 8/6/2021 8/6/2021 8/6/2021 -os 8/6/2021 DocuSign Envelope ID: F246D9D5-08D3-48EF-A902-573C124FFB18 ADDENDUM/AMENDMENT TO PURCHASE AND SALE AGREEMENT The following is part of the Purchase and Sale Agreement with Reference Date 2021 (the "Agreement") between the City of Yakima ("Buyer") and Filer Holdings L.L.C. ("Seller) regarding the sale of the property with parcel numbers: 191319-22462; 191319-22482; 191319- 22459; and 191319-22481. IT IS AGREED BETWEEN THE BUYER AND SELLER AS FOLLOWS: 1. Buyer's obligation to purchase is contingent upon Buyer's inspection and approval of the condition of the property. Buyer may hire a third -party inspector to inspect the property and Seller shall provide access to that inspector upon reasonable notice of the time of the inspection. Said inspection must occur within the feasibility contingency period outlined in the Agreement. Seller must fix any issues found by the inspection and if Seiler does not fix the items specified after inspection then the Buyer may cancel this Agreement without penalty and the deposited Earnest Money, plus any accrued interest, shall be returned to the Buyer. 2. Buyer's obligation to purchase is contingent on the property being in compliance with all governing jurisdiction building code requirements. In addition to those documents outlined in Section 23(a), Seller shall furnish all property documents in its possession, including, but not limited to, any current leases; any environmental reports; surveys; title reports; inspections; any quote for significant improvements, upgrades or repairs; or notifications from any governmental entity of current violations. Such documents shall be furnished within thirty (30) days of entry into the Agreement. Buyer shall have until the end of the feasibility contingency period to review the documents and determine feasibility of the property to the Buyer's needs. 4.lf, during the course of Buyer's due diligence of the Property pursuant to the feasibility contingency period and/or inspection, Buyer discovers the presence of hazardous materials on or released from the property in any quantity or concentration exceeding the limits allowed by applicable law, Buyer shall have the right to give notice to Seller, accompanied by any copies of reports disclosing and/or confirming the presence of such hazardous materials, stating that Buyer is terminating this Agreement due to the presence of such hazardous materials on or adversely affecting the Property. Any such notice and accompanying documents must be given no later than the end of business prior to the expiration date of the feasibility contingency period, and if so given, this Agreement shall terminate and the Earnest Money deposit, including any interest gained, shall be returned to Buyer. All commission of Buyer's and Seller's agent(s) shall be paid by Seller from the proceeds of the sale. 8/6/2021 8/6/2021 8/6/2021 8/6/2021 DocuSign Envelope ID: F246D9D5-08D3-48EF-A902-573C124FFB18 Form 22D Optional Clauses Addendum Rev, 3/21 Page 1 of 2 OPTIONAL CLAUSES ADDENDUM TO PURCHASE & SALE AGREEMENT @Copyright 2021 Northwest Multiple Listing Service ALL RIGHTS RESERVED The following is part of the Purchase and Sale Agreement dated between 6 111 YA- V-- vvi f4r ("Buyer') 2 Buytit Sii,,,rer and -lie e-- 41- t-tp,...t) t4'& ("Seller) — _ see, soe . 4 ti- kei ell (.1,1 ')A (the "Property"), 4 concerning j (-) i : —e,- TET) (1,,r,,j)k: le-rj E, ''' A,Mric,,iii / i'',/ 0 cisy Stale Zip CHECK IF INCLUDED: 5 1. ILJ Square Footage/Lot SizelEncroachrnents, The Listing Broker and Buyer Broker make no representations 5 concerning: (a) the lot size or the accuracy of any information provided by the Seller; (b) the square footage of 7 any irnprovements 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 Li 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 18 the Homeowner's Policy of Title Insurance. 17 U Extended Coverage. Seller authorizes Buyers 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, ,41 Seller Cleaning. Seller shall clean the interiors of any structures and remove all trash, debris and rubbish 23 24 from the Property prior to Buyer taking possession. 4. 'I,Nt Personal Property. Unless otherwise agreed, Seller shall remove all personal property from the Property not later than the Possession Date, Any personal property remaining on the Property thereafter shall become the property of Buyer, and may be retained or disposed of as Buyer determines, 5. r.i Utilities. To the best of Seller's knowledge, Seller represents that the Property is connected to: 28 U public water main; LI public sewer main; Li septic tank; well (specify type) 29 U irrigation water (specify provider)*, ; Li natural gas; Li telephone; LI electricity; 30 L3 cable (specify provider) ; Li Internet (specify provider) 31 LI other 32 25 26 27 6, Li Insulation - New Construction. If this is new construction, Federal Trade Commission Regulations require 33 the following to be filled in. If insulation has not yet been selected, FTC regulations require Seller to furnish 34 Buyer the information below in writing as soon as available: 35 WALL INSULATIOM TYPE: THICKNESS: R-VALUE: 36 CEILING INSULATION: TYPE: _ THICKNESS: R-VALUE: 37 38 OTHER INSULATION DATA: k,t , Buyer's Initials Dale Buyer's Initials C li/6/2021 ntas 8/6/2021 eller's In tials Date 8/6/2021 Q /a DocuSign Envelope ID: F246D9D5-08D3-48EF-A902-573C124FFB18 Form 22D Optional Clauses Addendum Rev. 3/21 Page 2 of 2 OPTIONAL CLAUSES ADDENDUM TO PURCHASE & SALE AGREEMENT Continued CCopyright 2021 Northwest Multiple Listing Service ALL RIGHTS RESERVED 7, LI Leased Property Review Period and Assumption. Buyer acknowledges that Seller leases the following 39 items of personal property that are included with the sale: Ci propane tank; CD security system; 1:-.1 satellite 40 dish and operating equipment; 1:1 other . 41 Seller shall provide Buyer a copy of the lease for the selected items within days (5 days if not filled 42 in) of mutual acceptance. If Buyer, in Buyer's sole discretion, does not give notice of disapproval within 43 days (5 days if not filled in) of receipt of the lease(s) or the date that the lease(s) are due, whichever 44 is earlier, then this lease review period shall conclusively be deemed satisfied (waived) and at Closing, Buyer 45 shall assume the lease(s) for the selected item(s) and hold Seiler harmless from and against any further 46 obligation, liability, or claim arising from the lease(s), if the lease(s) can be assumed. If Buyer gives timely 47 notice of disapproval, then this Agreement shall terminate and the Earnest Money shall be refunded to Buyer. 48 8. Li Homeowners' Association Review Period, if the Property is subject to a homeowners' association or any 49 other association, then Seller shall, at Seller's expense, provide Buyer a copy of the following documents (if 50 available from the Association) within days (10 days if not filled in) of mutual acceptance: 51 a. Association rules and regulations, including, but not limited to architectural guidelines; 52 b. Association bylaws and covenants, conditions, and restrictions (CC&Rs); 53 c. Association meeting minutes from the prior two (2) years; 54 d, Association Board of Directors meeting minutes from the prior six (6) months; and 55 e. Association financial statements from the prior two (2) years and current operating budget. 56 If Buyer, in Buyer's sole discretion, does not give notice of disapproval within days (5 days if not 57 filled in) of receipt of the above documents or the date that the above documents are due, whichever is 58 earlier, then this homeowners' association review period shall conclusively be deemed satisfied (waived). If 59 Buyer gives timely notice of disapproval, then this Agreement shall terminate and the Earnest Money shall be 60 refunded to Buyer, 61 9. Homeowners° Association Transfer Fee, If there is a transfer fee imposed by the homeowners' association 62 or any other association (e.g. a "move -in" or "move -out" fee), the fee shall be paid by the party as provided for 63 in the association docurnents. If the association documents do not provide which party pays the fee, the fee 54 shall be paid by LI Buyer; LI Seller (Seller if not filled in). 65 10. Ll Excluded Item(s). The following item(s), that would otherwise be included in the sale of the Property, is excluded from the sale ("Excluded Item(s)"). Seller shall repair any damage to the Property caused by the removal of the Excluded Item(s), Excluded Item(s): 66 67 68 69 70 11, U Home Warranty. Buyer and Seller acknowledge that home warranty plans are available which may provide 71 additional protection and benefits to Buyer and Seller. Buyer shall order a one-year home warranty as follows: 72 a. Home warranty provider: b. Seller shall pay up to $ with any included option c. Options to be included: d. Other: 12, LI Other. yer shall pay any balance. Buyer's Initials Date Buyer's Initials Dat v116 73 ($0.00 if not filled in) of the cost for the home warranty, together 74 75 L us 8r18/202 1 1PCIi8 SeliTr's Initials Seller's Initials o I. innni 1 o Innn, 76 ed in). 77 78 79 80 81 82 83 84 85 Form 17 Cor m=lel Seller DIsciesura Ststertaent omnterciaJ' Rasp. 7/15 Papo 4 SELLER; To be used in transfers of con merci INSTRUCTIONS TO THE SELLER Please complete the follewtng form, Do not leave any spaces bleak. if the question clearly does not ripply to the property check "NA? ; If the answer Is "yes' to any esterlsked (,") ftern(s), please explain on attached sheets, Please refer to the line nurnber(s) cif If1e 4uesison(s) when you provide your explanalikri(s). For your protection you must date and initial each page of this disclosure ;statemen9 and each atlachmertL Delivery of ttte disclosure statement must occur not Wier than five (5) bus&ne s days, unless otherwise agreed, after mutual acceptance of a wriflen purchase and sale agreement between Buyer and Seller, NOTICE TO 'THE BUYER THE FOLLOWING DISCLOSURES ARE MADE BY THE SELLER ABOUT THE CONDITION OF THE PR_OPE.RTY LOCATED AT lb _ !� G• -f: , CITY ( ffr 11 STATE ( , ZIP J LEGALLY DESCRIBED Old THE A SELLER DISCLOSURE STATEMENT COMME tVAL PROPERTY See OCopyrigMt 2015 Northwest Mulllple LION Service Commercial Barkers Assoc atiee ALL RISH1S RESERVED d an ROW 6OA2 Oi15, See RCW Chapter 64.O6 for further Information, COUNTY Y#* J ('"THE PROPEtRTr) OR AS lED EXHIBIT A, PRIOR TO OR AFTER THE TIME YOU ENTER INTO,A PURCHASE AND SALE AGREEMENT, THE FOLLOWING ARE DISCLOSURES MADE BY SELLER AND ARE NOT THE REPRESENTATIONS OF ANY REALESTATE 21 LICENSEE OR OTHER PARTY, THIS INFORMATION IS FOR DISCLOSURE ONLY AND IS NOT INTENDED TO SE A PART OF 22 ANY WRITTEN AGREEMENT BETWEEN BUYER AND SELLER, 23 FOR A MORE COMPREHENSIVE EXAMINATION OF THE 'SPECIFIC CONDITION OF THIS PROPERTY YOU ARE ADVISED 24 TO OBTAIN AND PAY FOR THE SERVICES OF QUALIFIED EXPERTS TO INSPECT THE PROPERTY, WHICH MAY INCLUDE, 25 WITHOUT LIMiTAT9ON, ARCHITECTS, ENGNtiJEERS, LAND SURVEYORS, PLUMBERS, ELECTRICIANS, ROOFERS, 28 BUILDING INSPECTORS, ON -SITE WASTEWATER TREATMENT INSPECTORS, OR STRUCTURAL PEST INSPECTORS. 2a TILE PROSPECTIVE BUYER AND SELLER MAY WISH TO '"STAIN PROFESSIONAL ADVICE OR INSPECTIONS OF THE 28 PROPERTY OR TO PROVIDE APPROPRIATE PROVISIONS IN A CONTRACT BETWEEN THEM WITH RESPECT TO ANY 2 ADVICE, 'INSPECTION, DEFECTS OR WARRANTIES, 31l 2 3 4 5 5 7 8 a 12 13 SELLER MAI(ES THE FOLLOWING 'O15CLOSURES OF EXISTING MATERIAL FACTS OR MATERIAL DEFECTS TO BUYER BASED 14 ON SELLERS ACTUAL KNOWLEE GE OF THE PROPERTY AT THE TIME SELLER COMPLETES THIS OISCLOSURE 15 STATEMENT. UNLESS YOU AND SELLER OTHERWISE AGREE IN WRITING, YOU HAVE THREE (3) BUSINESS DAYS FROM 15 THE DAY SELLER. OR SELLERS AGENT DELIVERS THIS DISCLOSURE STATEMENT TO YOU TO RESCIND THE AGREEMENT 17 BY DELIVERING A SEPARATELY SIGNED WRITTEN STATEMENT OF RESCISSION TO SELLER OR 'SELLER'S AGENT, IF THE 18 SELLER DOES NOT GIVE. YOU A COMPLETED DISCLOSURE STATEMENT, THEN YOU MAY WAIVE THE RIGHT TO .RESCIND to 20 SELLER L IS/ 3S NOT OCCUPYING THE PROPER -PE 31 J, SELLERS DISCLOSURES: 'If you answer "Yes' to a question with an aslel otherwise pubfldiy recorded, If necessary, use an 1, TITLE (s), Pieastr r ttathcd sheet. 32 your answer and attach documents, if available and not 33 34 A, Do you hove legal authority to sell the properly? If no, please exptaln... "i9. Is title lo the property subject lo err+of the following? (1) Rrstright ofrefusal , (2) Option,....,....,.r...................... .. .......................... (3) Lease or rental agreement ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, (4) ,Life estate? ...........................................n,,,,,,....,,, *C. Are there any encroachments, boundary agreements, or boundary disputes?,,:......m...................,,.Cl YES NO DON'T NIA 35 KNOW 35 l 0 :37 "O. 1s dare any leased parking? °E, Is there a Ovate road or easement agreement Ire access to the properly? ,.,..m,..,.... „LJ F. Are there any rights-ofaway, easements, shared use agrettineels or access limltatons? "G, Are here any written agreements for grist maln1srwencea of an easement or right-of-way?,,,,,,,,,,,,,,,,U i-. Are Thera any zoning saf 1tuas or nonconforming uses?.,,,..., .a.........e.,LI Data J L LT Q U 47 C 0 48 30 �7 38 U 40 L7 41 O 42 Q 43 LI 44 • 45 O 45 Fano 17 Commercial Seller Disclosure Statement-Comsterckir st15 Pi 1 of 4 SELLER; SELLER DISCLOSURE STATEMENT COMMERCIAL PROPERTY Sol* CCopyrighi 2015 Northweet Multiple Listing Service Commercial (seises AssociatIsr ALL RIGHTS RESETiVED To be used in transfers of corisnarcial real estate at defined RCW 60.42,005. See RCW Chapter 64,06 for further information. INSTRUCTIONS TO THE SELLER Please complete the following form. Do not leave any spaces blank. If the question clearly 41oes not appty to the properly chock "NA.' if the answef is *yes' io any ariteriskerd ilem(s), please explain on attached sheets. Please refer to the line nutriber(s) of the question(s) when you provide your explanalion(s). For your prolection you must date and Initial each page of this disclosure statement and each attachment. Delivery of the disclosure slates/ant must occur not later than live (5) business days, unless otherwise agreed, alter mutual acceptance of a written purchase and sale agreement between Buyer and Seller, NOTICE TO THE BUYER 2 3 4 5 6 7 6 9 THE FOLLOWING DISCLOSUIS ARE MADE BY THE SELLER ABOUT THE CONDITION OF THE PROPERTY LOCATED AT 10 CITY "Y/I-Ki#41A- STATE 1400 4#4* , ZIP 7 0 COUNTY YAK/Al" ("THE PROPERTY') OR AS 12 LEGALLY OESCRIBED ON THE ATT CHU) EXHIBIT A. 13 SELLER AMES THE FOLLOWING DISCLOSURES OF EXISTING NIATERIAL FACTS OR MATERIAL DEFECTS TO BUYER BASED 14 ON SELLERS ACTUAL KNOWLEDGE OF THE PROPERTY AT THE TIME SELLER COMPLETES THIS DISCLOSURE 15 STATEMENT. UNLESS YOU AND SELLER OTHERWISE AGREE IN WRITING, YOU HAVE THREE (3) BUSINESS DAYS FROM 16 THE DAY SELLER OR SELLER'S AGENT DELIVERS THIS DISCLOSURE STATEMENT TO YOU TO RESCIND THE AGREEMENT 17 BY DELIVERING A SEPARATELY SIGNED WRITTEN STATEMENT OF RESCISSION TO SELLER OR SELLERS AGENT. IF THE 10 SELLER DOES NOT GIVE YOU A COMPLETED DISCLOSURE STATEMENT, THEN YOU MAY WAIVE THE RIGHT TO RESCIND 19 PRIOR TO OR AFTER THE TIME YOU ENTER INTO A PURCHASE AND SALE AGREEMENT, 23 THE FOLLOWING ARE DISCLOSURES MADE BY SELLER AND ARE NOT THE REPRESENTATIONS OF ANY REAL ESTATE 21 uoENsEE OR OTHER PARTY. THIS INFORIVIATION IS FOR DISCLOSURE ONLY AND IS NOT INTENDED TO BE A PART OF 22 ANY WRITTEN AGREEMENT BETWEEN BUYER AND SELLER. 23 FOR A MORE COMPREHENSIVE EXAMINATION OF THE SPECIFIC CONDITION OF THIS PROPERTY YOU ARE ADVISED 24 TO OBTAIN AND PAY FOR THE SERVICES OF QUALIFIED EXPERTS TO INSPECT THE PROPERTY, WHICH MAY INCLUDE, 25 WITHOUT LIMITATION, ,ARCHITECTS, ENGINEERS LAND SURVEYORS, PLUMBERS, ELECTRICIANS, ROOFERS, 26 BUILDING INSPECTORS, ON -SITE WASTEWATER TREATMENT INSPECTORS, OR STRUCTURAL PEST INSPECTORS, 27 THE PROSPECTIVE OYER AN* SELLER MAY WISH TO OBTAIN PROFESSIONAL ADVICE OR INSPECTIONS OF THE 26 PROPERTY OR TO PROVIDETHEM APPROPRIATE PROVISIONS IN A CONTRACT BETWEEN WITH RESPECT TO ANY 23 ADVICE, INSPECTION, DEFECTS OR WARRANTIES. 30 SELLER ID IS/ IS NOT OCCUPYING THE PROPERTY, 31 II, SELLER'S DISCLOSURES: 32 1/ you answer 'Yes' to i asilon wlih an asterisk (*), please exptaln your answer and attach documents, if available and not aa otherwlse publicly recorded. 11 necessary, use an attached sheet, 34 YES NO DON'T NM 35 1, TITLE A. Do you hens Waal authority to sell iSe property? If no, please exotain, *B. Is title to the property subject to any of the followl (1) First right of refusal (2) Option 0 (3) Lease or rental agreement , *C. Are there any encraachtnerris, boundary agreements, or boundary dispules? O. Is iiI8TO any leased parking? Li SE, is there a privet° road or easement agreement for access to the property? LI SF, Are theta any rights -of -way, e.aserneres, shared use agreements or access krnitations? G. Are there any wfitteri agreements far joint maintenance of an easement or right-of-way?,...„..,..„„U It Are there any zoning violations or nonconforming uses? .0 SELLER'S tNiTIA1S Dal; KNOW 36 Di CI 37 35 • 39 LI 40 CI 41 • 42 Cl 43 O 44 Ci 0 45 LI 46 0 0 47 • 4$ 'J. Are there "K. l5 11ne prvparty era c©rnplia 2. WATER Are there any water rigl9Rs fa in your SELLER 'DISCLOSURE STATEMENT COMMERCIAL PROPERTY (Conetwed) Q3Copyrtglit 2015 Northwest Muitlple Listing SeNicS Cuarur+arcie3Brokaw* Aszu aIIcr% ALL RIGHTS RESERVED YES NO DON'T' NIA 49 KNOW 50 ding or threelsra l ttmt affect the propel a,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 0 52 i8h the Arnericarm 1.141 a Di5900ilies Ail'9,..,,.m,,,,,,,,,,,,,,,,,,,,,,,,,,f 53 AtllE SYSTEM y selvage system fees or charges in oddHlonn to those covered or on-slle sewage system maintenance ecarvtce?....................................Ci 4. STBJCTURAL A. Has the roof leaked within the last b y? 'S. Has any ecctxpiad substlr(ac:e flooded or ieoked within the last five years? 'C. Have there been any convere4ons, additions or remodeling? ...............................................•CI °(f) If yes, were all building permits obtained'?.,.,•.............................................................,,...,,.,,..,..,,Ll 12) If yes, were all Tinal inspections r➢btafned? "Di. Has there bean any settling, slippa, , or sliding of the property or its improvements? ...................I Aro them any detects with the following: (If yes, please check applicable items and exptain.).........:J LiFounIations Lit Slab 9oore LiDoore Oull uildin:� UCeilinygs Lit xterforWel$s 0SidevirafiCs C:JSadirlg Interior Waits i Other c 1a'ndois SY$TEM$ AND IFIiT4iT3 'A.. Are there any detects in the following systems? if yes, please explain, ..................................„...,,..LJ (1) E( Idealsys#e3n,,.,,.,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,m,,.,...,,.......,,..........,,.,,,,.,,,,...., (2) Plumbing system, ................................................................................................................... ..Li (3) Fleeting and scaling systems (4) fire end security system ,,,,.,. „ ..,.,,., J.., ...,,,,. (5) Carbon monoxide Berms.,,,,.. L ENVIRONMENTAL 51 U 55 ci t Li 51 CI _ 62 CI 0 ea Li fa Li Li 66 66 60 7o 71 72 73 Li Li 74 Li 0 75 Li Li 76 LI 77 2 76 0 2 79 80 *A, Have there been any flooding, standing water, or drainage problems en the properly that affect at the property or access to the properly?...... Q 2 82 "D, Is there any material damage to the properly from fire, wind, floods, beach movements, se earthquake, eXpansinFe ems, or landslides? ....................................................................................0 0 L7 64 "C, Are thane any +shorelines, wetlands, floodplafns, or critical areas on the property? ..........................0 0 2 85 "t3, Are therm any substances, materials, or products in or on the property that may be environmental e6 concerns, 3110 as asbestos, formaldehyde, radon gas, lead based paint, fuel or chemical 87 storage tanks, or CORlamlr:ated soli er water?...............................................................................„C 0 tU 86 Le SEt. t.ER'8 INITIALS Form 17 ConteneraW Setter Motown) Statement -Commercial Kri. 7/15 Page 2 al4 IL SELLER DISCLOSUIRE ZTATEMENT COMMERCIAL PROPERTY (Continued) eiCopyr:Iht 2015 Norahwest 94luple fUstIng &mace Corrinwrclal Broke -re Awoelallen ALL RIGHTS RESERVE° YES NO 0047 NJA 49 KNOW 50 l0 0 511 Are there any al actions pending or threatened Thal affect the property? 52 i5 troe properly jf3 corep4ence wilto tie Arne Tie-VDS With UJB2Ibilj0es Act? 2. WATER 54 IJ 55 Are there any water rights for the property, such as a vimter right permit, certificate, or claim? 3,, SEWER/ON TE SEWAGE SYSTEM the property sublect le any sewage system fees or charges in addition to those covered in your regularly tAlled Sewer or on-siite sewage system maintenance service? 4. STRUCTURAL 'A. Has the roof leaked within the Last 5 years? 'S. Has any occupied stir -eirface flooded or tanked within the Jost five years? 'C. Have there besnany conVelOW1S, additions or remodeling? 0 *(1) If yos, wereal idh permits obtained? 12) Oyes, were all 'nine] inspections OWN/led? .0 *D.. Has there been any settling, shape , or sliding of the properly or its linprovernerits? .... „ . °E. Are there any defects with the lottowing (if yes, please aeck applicable ilerns and explain.)..„.__LI UFourid.ations 084Ob Floors Lit:loots UOutbirildin UCeilings LlExterlor Walls •Sidewalks OSidi LI Interior Walls 0Oer Q Weid.ows 5, SYSTEMS MO FIXTURES 'A, Are there any defects in the followl ysterns? if Yes, Please exPlaie. 0 (1) Electrical system 0 (2) Plumb sysh3m, 0 (3) Healing and cooling systems . (4) Fire and security system . _Q (5) Carbon monoxide alarms , , Q 6. ENYIRONIMNTAI. A. Have there been any flooding, standing water, or drainage problems On the properly that affect the property or amass to Me property?. .0 . Is there any material damage to the property from lire, wind, floods, beacal movements. earthquake, expensive soils, or landslides? .0 °C. Are ere any shorelines, wetlands, floodplains, or critical areas on the properly? .0 °C, Are there any substances, materials, or products in or an the property that may be envIronmental concerns, such as asbestos, ferfnal#.ihyde, radon gas, lead -based paint, fuel Of chemical slangs tanks, or CodarnInaled so or wator? .0 SELLER'S rbornIALs tante 58 59 O U so U 51 O 0 62 U sa, U 0 se O LI 65 LP* 67 88 70 71 72 73 • U 74 LI Li 75 LI L3 78 U 07 CI 0 79 60 61 O 0 62 53 • U 64 0 050 87 Fame 17 COMMeMigli Setter Disclosure Stelement-Commerclal Rev. 7/15 Pave 3 014 LER GOM to CLOSURE STATEMENT ERCIAL PROPERTY 'E. is there any soli mcilwater coritarnination? *F, Has the property bean used as a legal IN flkgdclumping Mle? 'O. Has the property bean used a art illegal Intg manufacturing site? 7. FULL DISCLOSURE BY SELLER A. Other condit4ris 07 dialects: °Are there any other existing material defects affecting the property that a prospective buyer should know about?. „ B. Verification Xopyright 2015 Northwest Multiple Listing Service Commerclai Swims Association ALL RIGHTS RESERVED YES NO DON'T Aog 80 LI 91 CI 92 u 93 KNOW 94 96 96 97 99 The foregoing answers and attached explanations (If any) are complete and correct to the best of Seller's know8d0c 100 and Setter has recei4 ed a copy hereof. Seller agrees to cfefend, indemnify and hold reel estate licensees hariniess 101 from and against any and all claims that the above Information is inaccurate. Seller authorizes mat estate hcensees, If 102 any, to deliver a copy of this disclosure statement to other real estate licensees and all pro * :aye buyers of the 103 properly. 104 It the answer la "Yee to en number(a) 01 lite questionfe .105 thile 106 please epk3n below (uso additional sheets il necessary). Please refer to the line 107 109 109 110 111 112 113 114 115 119 117 119 119 120 121 122 123 124 125 128 127 128 129 130 331 132 133 134 135 139 137 SELLER DISCLOSURE STATEMENT COMMERCIAL PROPERTY *E. Is there any .soli or groundwater contamination? *F. Has the properly been used as a legal ®r illegal durupirrg site?,.,.........m,...,,,P.................................Q »� l Has ttu9 property been used as an illegal sir ig manufacturing site?.... !�9 *)Capyrlgrit 2016 vest Multiple Ltsfirrg Service idol Brokers AssoCISUo RIGHTS RESERVED YES NO DON'T 7. FULL DJSCLOSURE BY SELLER A. O her conditions or defects: *Are there any other existing materiel detects atfech B. Verification The foregoing and Seller has r from and against an ny, deliver a co propeny. lithe answer is 'Ye t raunth rts) of the quest IIA yg 90 LI 91 C3 92 rzte3 91 95 99 hod explanations (If any) are complete and correct to fhe bust of Seller' s knowledge 100 hereof. Seller agrees to defend, indemnify and hold reel estate licensees harmless ioi rns that the above information is inaccurate. Seller authorizes real estate licensees, if 102 sclosure statement to other real estate licensees and all prospective buyers of the Ire 104 ny astonished (°) terns, pl e 105 106 in below (use additional sheets If necessary). Please refer to the line 107 108 109 110 111 112 113 114 115 115 117 118 119 120 121 122 123 124 125 126 127 178 129 130 131 132 133 134 135 138 137 Rem 17 Demme/sal Semi Disclosure StelerneneConerieralal Reif. 7/15 Pape 4 014 SELLER 'DISCLOSURE STATEMENT COMMERCIAL PR PERIN gieopyrigst 2015 Northwest Multiple Listing Service Commercial Brokers Assecietion ALL RIGHTS RESERVES NOTICES 113 THE BUYER 138 1. SEX OFFENDER REGISTRATION INFORMATION REGARDING REGISTERED SEX OFFENDERS MAY BE OBTAINED FROM LOCAL LAW ENFORCEMENT 140 At3ENC4F-S, THIS NOTICE IS 1SITIENDF-0 ONLY TO INFORM YOU OF WHERE TO OBTAIN THiS INFORMATION AND 1S NOT 141 AN INDICATION OF THE PRESENCE OF REGISTERED SEX OFFENDERS. 142 III. BUYERS ACKNOWLEDGEMENT 1- BUYER HEREBY ACISHOWLEDGES THAT:. 143 144 A. Buyer has a duty to pay ig ttention to ally material defects that are known to Buyer or can be known to Buyer by 145 utilizing diligent attention and observation. B. The disclosures set 'forth In Oita statement end in any amendments to this statement are made only by Seger and nol by any real estate lieeesee ce other party. C. Buyer acknowledges that pursuant to RCW 64.06.050(2), reset estate lic.ensees are not liable for inaccurate infomiation provid by Seller, except to I! e, extent that real estate licensees know of such inaccurate information. 147 146 T49 150 D. This information is for disclosure only end Is not intended to be a part ot the written agreement between Buyer and 151 Settee in E. Buyer Iwkilch Hem hickides all persons signing the "Buyer's acceptance" portion of this disclosure statement below) has 1233 received a eepy this Disclosure Statement (Including attachments, if any) bearing Sellers signerture(s), 154 DISCLOSURES CONTAINED IN THIS DISCLOSURE STATEMENT ARE PROVIDED BY SELLER BASED ON SELLER'S ACTUAL KNOWLEDGE OF THE PROPERTY AT THE TIME SELLER COMPLETES THIS DISCLOSURE STATEMENT. UNLESS BUYER AND SELLER OTHERWISE AGREE IN WRITING, BUYER SHALL HAVE THREE (3) BUSINESS DAYS FROM THE DAY SELLE OR SELLEs:S AGENT DELIVERS THIS DISCLOSURE STATEMENT TO RESCIND THE AGREEMENT BY DEUVERING A SEPARATELY SIGNED WRITTEN STATEMENT OF RESCISSION TO SELLER OR SELLER'S AGENT. YOU N1AY WAIVE THE RIGHT TO RESCIND PRIOR TO OR AFTER THE TIME YOU ENTER INTO A SALE AGREEMENT. 155 166 157 158 159 160 161 BUY HEBY 4COWLEPGES RECE)PT OF A COPY OF THIS DISCLOSURE STATEMENT AND 162 AC?4WLGES NATff8E DtSCLOSURE$ MADE HEREIN ARE THOSE OF THE SELLER ONLY, AND NOT OF AlY 163 R OTHER PART',—.. .164 165 Dal. 1:14ge 166 2- !BUYER'S WAIVER OF RIGHT TO REVOKE OFFER 1St Buyer ties read and reviewed the Seller's responses to thie Seller Statement, Buyer approves this statement and 158 'waives Buyers right to revoke Buyer's, offer based on this discleeure. 169 Colo Oupar YER WAIVER OF worm TO RECEIVE COMPLETED SELLER DISCLOSURE STATEMENT Buyer be& been advised of Buyer's right to receive a completed Seller Disclosure Statement Buyer waives that right. 173 However, if the answer to arty of the questions in the section Befitted 'Environmental" would be "yes," Buyer may not waive 174 the receipt of the 'Environmental' section of the Sethlr Disclosure Statement. 175 170 171 172 .176 ;I-IL/7er 177 SELLER'S INITIALS Dais Form 17 Commercial Sells/ Disclosure Stalornenit-Commercial RiA% 7115 Page 4014 NOTICES 70 THE UYER SELLER DISCLOSURE STATEMENT COMMERCIAL PROPERTY ©Copyright 2015 Northwest Multiple Listing Service Cernmercial Brokers AssocisiIion ALL RIGHTS RESERVED 1, SEX OFFE:,RER REGISTRATION 139 INFORMATION REGARDING REGISTERED SEX OFFENDERS MAY BE OBTAINED FROM LOCAL LAW ENFORCEMENT 140 AGEINICAES. TfitS NOTICE IS INTENDED ONLY TO INFORM YOU OF WHERE TO OBTAIN THIS INFORMATION AND IS NOT 141 AN INDICATION OF THE PRESENCE OF REGIS1ERED SEX OFFENDERS. 142 UYER'S ACKNOWLEDGEMENT 1, BUYER HERESY ACKNOWLEDGES THAT: 143 144 A. Buyer has a duty to pay Agent attention to any material defects Mai are known to Buyer or can be known to Buyer by 145 utilizing diligent attention and observations 146 B, The disclosures set forth in this statement and in any amendm any real estate licensee or oilier party. C. Buyer acknoirviedges (Ihat, pursuant to RCW 64.06.050(2), real estate licensees are not gable for inaccurate information provkl :4 by Seller, except to the extent that feat estate licensees know of such inaccurate information. to this statement are made only by Seller and riot by D. This Information is for disclosure only and le riot intended to be a part of the written agreement between Buyer and E. Buyer (which term mC received a copy 147 14e 149 150 151 152 igning the "Stayer's acceptance' portion of this disclosure statement below) has 153 st (Including attac(Iments, if any) bearing Sellers eignalure(s), 154 DISCLOSURES CONTAINED IN THIS DISCLOSURE STATEMENT ARE PROVIDED BY SELLER BASED ON SELLER'S ACTUAL 'KNOWLEDGE OF THE PROPERTY AT THE TIME SELLER COMPLETES THIS DISCLOSURE STATEMENT, UNLESS BUYER AND SELLER OTHERWISE AGREE IN WRMNG, BUYER SHALL HAVE THREE (3) BUSINESS DAYS FROM THE DAY SELLER OR SELLER'S AGENT DELIVERS THIS DISCLOSURE STATEMENT TO REWIND THE AGREEMENT BY DELIVERING A SEPARATELY SIGNED WRITTEN STATEMENT OF RESCISSION TO SELLER OR SELLER'S AGENT. YOU MAY WAIVE. TO-IE Rgo-n- TO RESCIND PRIOR TO OR AFTER THE TIME YOU ENTER INTO A SALE AGREE T. BUYER ACKNO REAL DGES RECEIPT OF A COPY OF THIS DISCLOSURE STATEMENT AND ospREs MADE HEREIN ARE THOSE OF THE SELLER ONLY, AND NOT OF ANY R RAIRTY. 2, BUYE, .AIVER O RIGHT TO REVOKE ',OFFER 3, 155 165 157 iSta 159 rea 161 162 'tea 184 185 188 167 Buyer has read and reviewed the Seller's responses to this Saller,Disolosure Statement, Buyer approves this statement and 1E8 waiveBuyer's right to revoke Buyer's offer based on this disclosure, lee rawer num UYER's WAIVER OF RIGHT TO RECEIVE ,COMPLETED SELLER DISCLOSURE STATEMENT 170 Daly 171 Buyer has been advised of Buyer's right to receive a completed Seiler Disclosure Slalement, Buyer waives that right. However, if the answer to any of o questions in the section eratitted "Environments!" would be 'yes," Buyer may not waive the receipt at the Erv1itonmentar section of the eller Disclosure Statement, Dols 172 173 174 175 176 ATFIRI TItN I, BOB HARRISON, City Manager of the City of Yakima, authorize Jerry Mellen and Dedicated Realty LLC to release the Commercial & Investment Real Estate Purchase and Bale Contract, including all Addendums and Amendments dated August 6, 2021 betvsreen the City of Yakima and Filer Holdings LLC dlb/a Yakima Executive Building Eb, to the Bank of America or its designee. DATED this day of ° T .er,2021. CITY OF YAKIMA RobertHarrison, City Manager