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HomeMy WebLinkAbout26-067 - Contract - Sound Generations - Purchase and Sale Agreement: Fire Station 5126-067 Council Approval 12/15/25 REAL ESTATE PURCHASE AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (`'Agreement") is made and entered into this 6t" day of March , 2026 ("Effective Date") by and between the City of Tukwila, a municipal corporation, organized under the laws of the State of Washington ("Seller"), and Sound Generations, a Washington nonprofit corporation ("Buyer"). The Seller and Buyer are at times referred to in this Agreement collectively as the "Parties" or individually as a "Party." RECITALS A. Seller is the owner of certain real property located in County of King, State of Washington, associated with King County Tax Parcel No. 022340-0080 and commonly known as 444 Andover Park East, in the City of Tukwila (the "Property"), as more particularly described on Exhibit A attached hereto and incorporated herein by this reference. B. Buyer desires to purchase the Property in accordance with the terms and subject to the conditions set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, and other valuable consideration, receipt and sufficiency of which are hereby acknowledged, the Parties hereto covenant and agree as follows: ARTICLE 1. PURCHASE AND TRANSFER OF ASSETS 1.1. Property to Be Sold. Subject to and upon the terms and conditions set forth in this Agreement, Seller shall sell, convey, assign, transfer and deliver to Buyer on the Closing Date and Buyer shall buy, assume and accept from Seller on the Closing Date the following assets and real property (collectively, the "Purchased Assets"): 1.1.1. The Property and any easements, as described in Exhibit A, subject to the Permitted Exceptions; 1.1.2. All of Seller's right, title and interest in any improvements and personal property located on the Property, if any (the "Improvements"); 1.1.3. All of Seller's tenements, hereditaments, easements and rights appurtenant to the Property, including, but not limited to easements for public utilities, all minerals, oil, gas and other hydrocarbon substances on the Property, as well as all development rights, air rights, water, water rights and water stock relating to the Property, all sewers and service drainage easements, all rights of connection to the sewers, and all rights of ingress and egress, and all leases, licenses, government approvals and permits affecting the Property. ARTICLE 2. PURCHASE PRICE 2.1. Purchase Price and Payment. In consideration of the sale, transfer, conveyance, assignment and delivery of the Purchased Assets, Buyer shall, in full payment therefor, pay to Seller on the Closing Date the sum of Five Million Dollars ($5,000,000.00 US Dollars) as consideration for the Property and the Improvements (collectively, the "Purchase Price"). 2.2. Earnest Money. On or before five (5) days after the Effective Date, Buyer shall deposit with Escrow Agent earnest money in the amount of Two Hundred Thousand Dollars ($200,000) ("Earnest Money"). Unless Buyer provides Seller with written notice, on or before the expiration of the Due Diligence Period as set forth in Section 5.1 of this Agreement, expressly waiving the Feasibility Contingency, this Agreement shall automatically terminate upon expiration of the Due Diligence Period, and the Earnest Money shall be promptly returned to Buyer. If Buyer timely delivers such written notice of waiver, the Earnest Money shall become non-refundable to Buyer as of the expiration of the Due Diligence Period, except in the event of a default by Seller under this Agreement or as otherwise expressly provided in this Agreement. The Earnest Money shall be held in an interest-bearing account, provided that both Parties execute any authorizations required by Escrow Agent to invest the funds. All interest earned on the Earnest Money while in escrow shall become part of the Earnest Money and paid to the party entitled to the Earnest Money. The Earnest Money shall be a credit against the Purchase Price at Closing. Should Buyer default on its obligations under this Agreement, the Seller shall be entitled to retain the Earnest Money as liquidated damages. 2.3. Release of Earnest Money. Earnest Money shall be held by Escrow Agent (as defined below) until Closing or the termination of this Agreement, and distributed to Seller or returned to Buyer as set forth herein. ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE PARTIES 3.1. Warranties and Representations of Seller. The Seller represents and warrants as follows: 3.1.1. Organization. Seller is a municipal corporation, duly organized, validly existing and in good standing under the laws of the state in which it is incorporated or organized and has all requisite corporate power and authority, to: (i) own, lease and operate its properties and assets and to carry on its municipal functions as now being conducted or (ii) execute this Agreement and any other instrument, certificate or statement furnished pursuant hereto to which it is a party. 3.1.2. Authority. The execution, delivery and performance of this Agreement and the consummation of transactions contemplated hereby by Seller have been duly and validly authorized by all necessary action, and no other proceedings or consents on the part of Seller are necessary for it to authorize this Agreement or to consummate the transactions contemplated hereby. 3.1.3. Non -Contravention. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not violate any judgment, order, injunction, decree, regulation or ruling of any court or the various state, local and federal governmental agencies having jurisdiction over Seller, the Property or any portion thereof or conflict with, result in a breach of, or constitute a default under the organizational documents of Seller, any note or other evidence of indebtedness, any mortgage, deed of trust or indenture, or any lease or other material agreement or instrument to which Seller is a party or by which it is 2 bound. 3.1.4. Compliance with Laws. Seller has not received any written notice stating that Seller is not operating the Property in compliance with applicable laws, or that the Property is in violation of any laws. 3.1.5. Litigation. There are no pending or, to Seller's knowledge, threatened, lawsuits or material claims against or relating to Seller with respect to the Property, or that would affect Seller's ability to execute, deliver and perform all of its obligations under this Agreement. To Sellers' knowledge, there are no pending or contemplated condemnations or similar eminent domain proceedings with respect to the Property or any part thereof. 3.1.6. Assessments. To Seller's knowledge, there are no contemplated local improvement districts or other special assessments or charges with respect to the Property, except as may be disclosed in the Title Commitment described below. 3.1.7. Foreign Person. The Seller is not a "foreign person" as that term is defined in Section 1445(1) of the Internal Revenue Code of 1986, as amended. 3.1.8. No Rights of Parties in Possession. There are no tenants or other parties with a right to possession of any portion of the Property. 3.1.9. Contracts. There are no contracts or other agreements with respect to the Property which will be binding on Buyer after Closing. As used in this Agreement, the term "Seller's knowledge," or "to Seller's knowledge," or words of similar effect shall mean the actual collective knowledge of Brandon Miles, Director, Strategic Initiatives and Government Relations, who is the person having primary responsibility for the management and operation of the Property, and Shawn Christie, the City's Facilities' Manager, who is responsible for facilities management for all City buildings (referred to herein, collectively, as the "Knowledge Party(ies)"). Neither such individual(s) nor any party other than Seller shall bear responsibility for any breach of representation. Unless Seller gives notice to Buyer of any change in the condition of the Property subsequent to the Effective Date or of any other changed condition that would make any of the representations or warranties in Section 3.1 inaccurate, incomplete or misleading, the foregoing representations and warranties shall be deemed to be reaffirmed at Closing and to be accurate as of the Closing Date. In the event any of the foregoing Seller's representations and warranties is no longer accurate in any material respect, then Buyer may elect to either (i) to terminate this Agreement and receive a full return of the Earnest Money and any Extension Deposit(s) paid by Buyer by giving Seller written notice of such termination within five (5) business days after Buyer received or delivered notice of such inaccuracy in Seller's representations and warranties (with the Closing Date extended to accommodate such 5 Business Days period), or (ii) proceed with Closing of the transaction contemplated hereby with knowledge and acceptance of any facts, conditions or circumstances that render any of the representations and warranties in any material way inaccurate, incomplete, incorrect or misleading, and Seller shall have no liability as a result thereof; provided, however, if such Seller's representations and 3 warranties are no longer accurate due to reasons or causes within Seller's control, then Buyer shall have available to it all of the rights and remedies for default and Seller's breach of its representations and warranties. 3.1.10. Absence of Environmental Notices, Claims, or Violations. To Seller's knowledge, Seller has not received any unresolved order, claim, lawsuit or written notice regarding the Property from any Person or entity including any Governmental Authority of any violation of, or liability under, any Environmental Laws. "Environmental Law" means any applicable law, and any governmental order or binding agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials. The term "Environmental Law" includes, the following (including their implementing regulations and any state or local analogs): the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right -to -Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq. "Governmental Authority" means any government (including any United States or foreign federal, state, local, provincial, cantonal, municipal or county government), any political subdivision, agency, authority, or instrumentality thereof (including any governmental, administrative, ministerial, regulatory, central bank, self- regulatory, quasi -governmental, taxing, executive or legislative department), any governmental entity, commission, board, bureau, body, agency, authority or instrumentality of any thereof, and any court, tribunal, arbitral panel, regulatory or judicial or quasi-judicial body, whether domestic or foreign. 3.1.11. Disclosure of Environmental Reports and Audits. Seller will include in the Due Diligence Materials copies of all audits, reports, assessments and other documents related to the environmental condition of the Property. Such audits, reports, assessments and other documents shall be provided with no warranties as to their accuracy or fitness for use by Buyer in evaluating the environmental condition of the Property. 3.2. Warranties and Representations of Buyer. The Buyer represents and warrants as follows: 4 3.2.1. Organization. Buyer is a Washington nonprofit corporation, duly organized, validly existing and in good standing under the laws of the state in which it is incorporated or organized and has all requisite corporate power and authority, to: (i) own, lease and operate its properties and assets and to carry on its business as now being conducted or (ii) execute this Agreement and any other instrument, certificate or statement furnished pursuant hereto to which it is a party. 3.2.2. Authority. The execution, delivery and performance of this Agreement and the consummation of transactions contemplated hereby by Buyer have been, or upon waiver of the Feasibility Contingency will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Buyer are necessary for it to authorize this Agreement or to consummate the transactions contemplated hereby. 3.2.3. Litigation. As of the date hereof, there are no claims against Buyer or, to the actual knowledge of Buyer, any threatened claims against Buyer, which either alone or in the aggregate seek to restrain or enjoin the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby or thereby. 3.2.4. Foreign Person. The Buyer is not a "foreign person" as that term is defined in Section 1445(1) of the Internal Revenue Code of 1986, as amended. 3.3. Reserved. 3.4. AS -IS. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR SELLER'S EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 3.1 HEREIN AND IN ANY DOCUMENTS DELIVERED BY SELLER AT CLOSING ("SELLER'S CLOSING DOCUMENTS"), SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (1) VALUE; (II) THE INCOME TO BE DERIVED FROM THE PROPERTY; (III) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON, INCLUDING THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE PROPERTY; (IV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (V) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; (VI) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY; (VII) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (VIII) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY; (IX) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATION, ORDERS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED TO, TITLE III OF THE AMERICANS WITH DISABILITIES ACT OF 1990, :7 WASHINGTON HEALTH & SAFETY CODE, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT, THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, THE CLEAN WATER ACT, THE SAFE DRINKING WATER ACT, THE HAZARDOUS SUBSTANCES TRANSPORTATION ACT, THE TOXIC SUBSTANCE CONTROL ACT, AND REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING; (X) THE PRESENCE OR ABSENCE OF HAZARDOUS SUBSTANCES AT, ON, UNDER, OR ADJACENT TO THE PROPERTY; (XI) THE CONTENT, COMPLETENESS OR ACCURACY OF THE DUE DILIGENCE MATERIALS OR PRELIMINARY REPORT REGARDING TITLE; (XII) THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS FOR THE PROPERTY, INCLUDING ANY PLANS AND SPECIFICATIONS THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER; (XIII) THE CONFORMITY OF THE PROPERTY TO PAST, CURRENT OR FUTURE APPLICABLE ZONING OR BUILDING REQUIREMENTS; (XIV) DEFICIENCY OF ANY UNDERSHORING; (XV) DEFICIENCY OF ANY DRAINAGE; (XVI) THE FACT THAT ALL OR A PORTION OF THE PROPERTY MAY BE LOCATED ON OR NEAR AN EARTHQUAKE FAULT LINE; (XVII) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY; OR (XVIII) WITH RESPECT TO ANY OTHER MATTER. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY AND REVIEW INFORMATION AND DOCUMENTATION AFFECTING THE PROPERTY, BUYER IS, EXCEPT FOR SELLER'S REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 3.1 HEREIN AND IN SELLER'S CLOSING DOCUMENTS, RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND REVIEW OF SUCH INFORMATION AND DOCUMENTATION, AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION MADE AVAILABLE TO BUYER OR PROVIDED OR TO BE PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY, BY A THIRD PARTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND EXCEPT AS SET FORTH IN SECTION 3.1 AND IN SELLER'S CLOSING DOCUMENTS MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. EXCEPT FOR SELLER'S REPRESENTATIONS AND WARRANTIES AS SET FORTH IN SECTION 3.1 HEREIN AND IN SELLER'S CLOSING DOCUMENTS, SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, OR OTHER PERSON. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE ro OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS" CONDITION AND BASIS WITH ALL FAULTS, AND THAT SELLER HAS NO OBLIGATIONS TO MAKE REPAIRS, REPLACEMENTS, OR IMPROVEMENTS. BUYER REPRESENTS, WARRANTS AND COVENANTS TO SELLER THAT, EXCEPT FOR SELLER'S EXPRESS REPRESENTATIONS AND WARRANTIES AND COVENANTS SPECIFIED IN THIS AGREEMENT AND IN SELLER'S CLOSING DOCUMENTS, BUYER IS RELYING SOLELY UPON BUYER'S OWN INVESTIGATION OF THE PROPERTY. THE PROVISIONS OF THIS SECTION SHALL SURVIVE CLOSING WITHOUT TIME LIMITATION. 3.5. Release of Environmental Matters. AS A MATERIAL PART OF THE CONSIDERATION TO SELLER FOR THE SALE OF THE PROPERTY, EXCEPT FOR SELLER'S EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 3.1 HEREIN AND IN SELLER'S CLOSING DOCUMENTS, BUYER, ON BEHALF OF ITSELF, AND ITS SUCCESSORS AND ASSIGNS, HEREBY IRREVOCABLY WAIVES, AND RELEASES SELLER, ITS MEMBERS, PARTNERS, OFFICERS, DIRECTORS, PRINCIPALS, AGENTS, REPRESENTATIVES, ATTORNEYS AND EMPLOYEES (THE "SELLER PARTIES") FROM ANY AND ALL CLAIMS, DEMANDS, OBLIGATIONS, DAMAGES, CAUSES OF ACTION AND LIABILITY, WHETHER KNOWN OR UNKNOWN, THAT ARE BASED DIRECTLY OR INDIRECTLY ON, ARISE FROM OR IN CONNECTION WITH, OR ARE RELATED TO THE FOLLOWING (THE "ENVIRONMENTAL MATTERS"): (A) ANY PAST, PRESENT, OR FUTURE CONDITION OF THE PROPERTY HOWEVER AND WHENEVER OCCURRING, INCLUDING, WITHOUT LIMITATION, THE PROPERTY'S PROXIMITY TO ANY GEOLOGICAL HAZARD, OR THE PRESENCE OF HAZARDOUS SUBSTANCES AT THE PROPERTY (INCLUDING, WITHOUT LIMITATION, THE CONTAMINATION OR POLLUTION OF ANY SURFACE OR SUBSURFACE SOILS, SUBSURFACE MEDIA, SURFACE WATERS OR GROUND WATERS AT THE PROPERTY), WHETHER IN COMMON LAW OR UNDER ANY EXISTING OR HEREINAFTER ENACTED FEDERAL, STATE OR LOCAL LAW, REGULATION, OR ORDINANCE, INCLUDING, WITHOUT LIMITATION, CERCLA AND RCRA, AS AMENDED; (B) ANY AND ALL STATEMENTS, REPRESENTATIONS, WARRANTIES, DETERMINATIONS, CONCLUSIONS, ASSESSMENTS, ASSERTIONS OR ANY OTHER INFORMATION CONTAINED IN ANY OF THE DOCUMENTS RELATING TO ENVIRONMENTAL MATTERS DELIVERED TO BUYER IN CONNECTION HEREWITH. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT BUYER MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW (OR AS OF CLOSING) KNOWN OR BELIEVED TO BE TRUE REGARDING THE ENVIRONMENTAL MATTERS, AND BUYER'S AGREEMENT TO RELEASE, ACQUIT AND DISCHARGE SELLER AND EACH OF THE OTHER SELLER PARTIES AS SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXISTENCE OR DISCOVERY OF ANY SUCH DIFFERENT OR ADDITIONAL FACTS. BUYER KNOWINGLY AND VOLUNTARILY WAIVES ANY AND ALL RIGHTS, BENEFITS AND PRIVILEGES TO THE FULLEST EXTENT PERMISSIBLE UNDER ANY FEDERAL, STATE, LOCAL, OR OTHER LAWS WHICH DO OR WOULD NEGATIVELY AFFECT fd VALIDITY OR ENFORCEABILITY OF ALL OR PART OF THE RELEASES SET FORTH IN THIS AGREEMENT. THE PROVISIONS OF THIS SECTION SHALL SURVIVE CLOSING WITHOUT TIME LIMITATION. 3.6. Release of Property Matters. AS A MATERIAL PART OF THE CONSIDERATION TO SELLER FOR THE SALE OF THE PROPERTY, EXCEPT FOR SELLER'S EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 3.1 HEREIN AND IN SELLER'S CLOSING DOCUMENTS, BUYER, ON BEHALF OF BUYER, ITS SUCCESSORS AND ASSIGNS, HEREBY IRREVOCABLY WAIVES, AND RELEASES SELLER, ITS MEMBERS, PARTNERS, OFFICERS, DIRECTORS, PRINCIPALS, AGENTS, REPRESENTATIVES, ATTORNEYS AND EMPLOYEES (THE "SELLER PARTIES') FROM ANY AND ALL CLAIMS, DEMANDS, OBLIGATIONS, DAMAGES, CAUSES OF ACTION AND LIABILITY, WHETHER KNOWN OR UNKNOWN, THAT ARE BASED DIRECTLY OR INDIRECTLY ON, ARISE FROM OR IN CONNECTION WITH, OR ARE RELATED TO THE FOLLOWING (THE "PROPERTY MATTERS"): (A) ANY AND ALL STATEMENTS, REPRESENTATIONS, WARRANTIES, DETERMINATIONS, CONCLUSIONS, ASSESSMENTS, ASSERTIONS OR ANY OTHER INFORMATION CONTAINED IN ANY OF THE DOCUMENTS DELIVERED TO BUYER IN CONNECTION HEREWITH, (B) ANY GEOLOGIC AND SEISMIC CONDITIONS AT THE PROPERTY, AND SOIL AND SUBSOIL CONDITIONS AT THE PROPERTY, AND/OR (C) EXCEPT AS OTHERWISE PROVIDED IN THE PURCHASE DOCUMENTS, ANY DEFECT, INACCURACY OR INADEQUACY IN THE CONDITION OF TITLE TO THE PROPERTY, LEGAL DESCRIPTION OF THE PROPERTY, OR COVENANTS, RESTRICTIONS, ENCUMBRANCES OR ENCROACHMENTS WHICH AFFECT THE PROPERTY. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT BUYER MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW (OR AS OF CLOSING) KNOWN OR BELIEVED TO BE TRUE REGARDING THE PROPERTY MATTERS, AND BUYER'S AGREEMENT TO RELEASE, ACQUIT AND DISCHARGE SELLER AND EACH OF THE OTHER SELLER PARTIES AS SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXISTENCE OR DISCOVERY OF ANY SUCH DIFFERENT OR ADDITIONAL FACTS. BUYER KNOWINGLY AND VOLUNTARILY WAIVES ANY AND ALL RIGHTS, BENEFITS AND PRIVILEGES TO THE FULLEST EXTENT PERMISSIBLE UNDER ANY FEDERAL, STATE, LOCAL, OR OTHER LAWS WHICH DO OR WOULD NEGATIVELY AFFECT VALIDITY OR ENFORCEABILITY OF ALL OR PART OF THE RELEASES SET FORTH IN THIS AGREEMENT. THE PROVISIONS OF THIS SECTION SHALL SURVIVE CLOSING WITHOUT TIME LIMITATION ARTICLE 4. TITLE MATTERS 4.1. Title. Seller shall deliver to Buyer good and marketable title, free and clear of all liens, defects and encumbrances except the Buyer's Permitted Exceptions. 8 4.2. Title Commitment. Buyer shall obtain a current/updated ALTA form of commitment for an owner's standard policy of title insurance (the "Title Commitment") issued by Fidelity National Title Insurance Company (the "Title Company"), describing the Property, listing Buyer as the prospective named insured and showing as the policy amount the total Purchase Price for the Property. At such time as the Title Company causes the Title Commitment to be furnished to Buyer, the Title Company shall further cause to be furnished to Buyer legible copies of all instruments referred to in the Title Commitment as restrictions or exceptions to title to the Property. 4.2.1. Survey. If the Buyer desires to obtain an owner's extended coverage title policy, and if required by the Title Company, Buyer will have, at its expense, prepared and furnished to the Title Company, a survey (the "'Survey") of the Property prepared by a licensed surveyor. The Survey shall be satisfactory to the Title Company so as to permit it to issue an owner's extended coverage title policy. 4.2.2. Review of Title Commitment and Survey. Buyer shall have until the end of the Due Diligence Period in which to notify Seller in writing ("Buyer's Title Notice") of any objections Buyer has to any matters shown or referred to in the Title Commitment or Survey and of any title insurance endorsements required by Buyer. In the event that the condition of title is not acceptable, Buyer shall specify and set forth each of such objections ("Objections") in the Buyer's Title Notice. Seller shall notify Buyer in writing ("Seller's Title Response") within fifteen (15) days of receipt of Buyer's Title Notice as to which Objections that Seller will not remove as of the Closing Date ("Remaining Objections"). Seller shall be contractually obligated to remove any title matters to which Buyer has objected that are not Remaining Objections. If there are any Remaining Objections, Buyer may, at its option by written notice within five (5) business days after Seller's Title Response (or lack of response within such time frame), (i) accept title subject to the Remaining Objections, in which event the Remaining Objections shall be deemed to be waived for all purposes, or (ii) terminate this Agreement, in which event any Earnest Money and any Extension Deposit(s) paid shall be immediately returned to Buyer. Any exceptions or other items that are set forth in the Title Commitment or the Survey and to which Buyer does not object within the review period shall be deemed to be permitted exceptions ("Permitted Exceptions"). Notwithstanding the foregoing, all monetary liens or encumbrances shall be paid by Seller at closing. If the title commitment is amended at any time to add new title exceptions, the above review process shall be repeated, but solely with respect to such new exceptions. 4.3. Owner's Title Insurance Policy. At Closing, Seller shall cause a standard owner's policy of title insurance to be issued by the Title Company in the full amount of the Purchase Price, effective as of the Closing Date, insuring Buyer that the fee simple title to the Property is vested in Buyer, subject only to the usual printed exceptions contained in such title insurance policy and the Permitted Exceptions. Seller shall execute and deliver to the Title Company on or before Closing such affidavits and other documents as the Title Company customarily or reasonably requires to issue extended coverage and that are in a form reasonably acceptable to Seller ("Owner's Title Affidavit"). Gi 4.4. Conveyance. Seller shall convey to Buyer the title to the Property by bargain and sale deed, subject only to the Permitted Exceptions and reservations of Seller that may be defined. ARTICLE 5. DUE DILIGENCE INSPECTION 5.1. Due Diligence Inspection and Feasibility. Within fourteen (14) days after the Effective Date, Seller shall deliver to Buyer or post in an online database maintained by Seller, to which Buyer has been given unlimited access, true, correct and complete copies of all documents in Seller's possession or control relating to the ownership, operation, renovation or development of the Property, excluding appraisals or other statements of value, and including the following: statements for real estate taxes, assessments, and utilities for the last three years and year to date; property management agreements and any other agreements with professionals or consultants; leases or other agreements relating to occupancy of all or a portion of the Property; plans, specifications, permits, applications, drawings, surveys, and studies; maintenance records, accounting records and audit reports for the last three years and year to date; any existing environmental reports; any existing surveys; any existing inspection reports; and "Vendor Contracts" which shall include maintenance or service contracts, and installments purchase contracts or leases of personal property or fixtures used in connection with the Property (collectively, the "Due Diligence Materials"). Seller shall not be required to create or obtain any new documents and shall be required only to provide such documents as Seller may have in its current possession. Seller has no actual knowledge that any of the Due Diligence Materials contain inaccurate information or that any of the Due Diligence Materials are incomplete. As used herein "actual knowledge" of the Seller means the actual knowledge of facts or circumstances actually known to the Knowledge Parties, as set forth above. In no event shall either Knowledge Party have any personal liability for the knowledge or obligations of Seller under the Agreement, including the representations and warranties to be made under this Section without any duty of inquiry. Seller makes no other representations or warranties of any kind whatsoever to Buyer as to the accuracy or completeness of the content of the Due Diligence Materials or any other information delivered to or made available to Buyer pursuant to this Agreement, and beyond this specific representation, Seller shall not have any liability or responsibility to Buyer with respect to the accuracy or completeness of any of the Due Diligence Materials or other information or based upon or arising out of any use Buyer may make of the Due Diligence Materials or other information. All Vendor Contracts shall be terminated by Seller at Seller's expense no later than the Closing Date. Buyer shall satisfy itself by investigation and inspection, at its cost and expense and in its sole and absolute discretion that the condition of the Property for Buyer's contemplated use meets with its approval ("Feasibility Contingency") within Ninety (90) days after the Effective Date, subject to extensions pursuant to Section 5.2 ("Due Diligence Period"). Unless Buyer provides Seller with written notice, on or before the expiration of the Due Diligence Period, expressly waiving the Feasibility Contingency, this Agreement shall automatically terminate upon expiration of the Due Diligence Period, and the Earnest Money deposited shall be immediately refunded to Buyer. If Buyer timely delivers such written notice of waiver, this Agreement shall continue in full force and effect, and whereupon no party shall have any further rights or obligations hereunder. If Buyer delivers written notice of its approval of the condition of the Property prior to the expiration of the Due 1[7 Diligence Period, this feasibility contingency shall be deemed removed. If Buyer fails to provide Seller with such written statement of satisfaction or waiver of the Feasibility Contingency by the end of the Due Diligence Period, Buyer shall be deemed to have disapproved the condition of the Property, in which event this Agreement shall terminate, the Earnest Money deposited shall be immediately refunded to Buyer, and whereupon no party shall have any further rights or obligations hereunder except for Buyer's indemnification of Seller in this Agreement. 5.1.1. Inspections. During the Due Diligence Period, Buyer, its designated representatives or agents, shall have the right at Buyer's expense to: 5.1.1.1. Perform any and all tests, inspections, studies, surveys or appraisals of the Property deemed necessary, by the Buyer; 5.1.1.2. Obtain a Phase I or Phase II Environmental Site Assessment on the Property and perform any and all tests, inspections and studies deemed necessary therewith, subject to Section 5.1.2; 5.1.1.3. Examine all Due Diligence Materials available to Seller that Buyer may reasonably request from Seller that are not subject to attorney- client privilege or that the Seller is not otherwise prohibited from disclosing by law; 5.1.1.4. Determine to its satisfaction whether approvals, permits and variances can be obtained under applicable land use and zoning codes for Buyer's proposed development of the property and apply for such permits or approvals; and 5.1.1.5. Determine whether Buyer's proposed development of the property is economically feasible. 5.1.2. Right of Entry. Buyer and Buyer's designated representatives or agents shall have the right to enter the Property and conduct the tests, investigations and studies set forth above upon at least twenty-four (24) hours' prior written notice to Seller, which written notice shall contain a brief description of the tests, investigations and studies to be performed and the persons or parties who will be performing the same. Seller shall have the right to accompany the Buyer during any access or entry onto the Property. Any invasive testing shall be subject to Seller's prior written approval of a testing plan, which approval shall not be unreasonably withheld, conditioned, or delayed. Buyer shall use commercially reasonable efforts to avoid any physical alteration of the Property and shall restore the Property to its original condition or better at Buyer's sole expense if such physical alteration occurs. 5.1.3. Insurance and Indemnity. Buyer agrees that Buyer, and the contractors, representatives and agents of Buyer who enter upon the Property, shall maintain commercial general liability insurance with an insurer reasonably acceptable to Seller, naming Seller as an additional insured, with a combined single limit of not less than $2,000,000 and, prior to any such entry upon the Property, shall upon request provide Seller with written evidence of such insurance. Buyer shall indemnify, defend, save and hold Seller harmless from any and all damage, expenses, liens or claims (including attorneys' fees and costs) arising from Buyer's entry or the entry of any of its contractors, employees and consultants upon the Property prior to Closing; provided that the foregoing indemnity shall not extend to the mere discovery of pre-existing conditions on the Property. The provisions of this Section shall survive Closing without time limitation. 5.1.4. Due Diligence Work Product. In the event of any termination of this Agreement, to the extent not prohibited under the terms of any third party agreement between Buyer and its contractor(s) related to any tests or inspections performed on the Property, Buyer shall deliver and assign to Seller (to the extent assignable) all plans, studies, reports, surveys, analyses, data and/or permits compiled by Buyer with respect to the Property (the "Due Diligence Work Product"). Seller acknowledges that Buyer is providing the same solely for informational purposes and makes no representations regarding anything contained therein. 5.2. Extension of Due Diligence Period. Buyer shall have the option to extend the Due Diligence Period for up to two (2) consecutive extensions of thirty (30) days each, by providing written notice to the Seller prior to the expiration of the then -current Due Diligence Period and by depositing with Escrow Agent an additional ten thousand dollars ($10,000) fee for each extension option exercised (each an "Extension Deposit" and together the "Extension Deposits"), which shall be non-refundable to Buyer (except in the event of default by Seller or as otherwise expressly set forth herein), but shall be applicable to the Purchase Price at closing. 5.3. Termination. Notwithstanding anything contained herein to the contrary, if Buyer determines at any time in its sole discretion after it has waived its Feasibility Contingency that the Project is not feasible due to permitting, scheduling and/or interconnection costs or delays, Buyer may terminate this Agreement upon thirty (30) days' written notice to Seller; provided, that, Seller shall retain as liquidated damages the Extension Deposits actually paid (if any) by Buyer; and the Earnest Money. ARTICLE 6. CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS All obligations of Buyer hereunder are subject to the fulfillment of each of the following conditions at or prior to the Closing Date. If any of the conditions described below are not satisfied (or waived in writing by Buyer) prior to Closing, then Buyer shall be entitled to: (a) to terminate this Agreement and receive the Earnest Money and any Extension Deposit(s) paid by Buyer, and/or (b) if the condition is not satisfied as a result of a default or breach by Seller, pursue Buyer's rights and remedies under Section 9.1 below; provided, however, that Buyer shall not terminate this Agreement without giving Seller notice of the failure of such condition and a period of five (5) business days after delivery of such notice for Seller to cause such condition to be satisfied. 6.1. Delivery of Documents. Seller shall have delivered to Buyer at or prior to closing all documents required by the terms of this agreement to be delivered to Buyer. 6.2. Representations, Warranties and Covenants. All representations, warranties and covenants of Seller contained herein or in any document delivered pursuant hereto shall be true and correct in all material respects when made and as of the Closing Date, except as otherwise provided in this agreement. 12 6. 3. Obligations._ All obligations required by the terms of this Agreement to be performed by Seller at or before Closing shall have been properly performed in all material respects. 6.4. Title. The Title Company is irrevocably committed to issue an owner's extended coverage policy, should Buyer choose to purchase one, of title insurance containing no exceptions other than the Permitted Exceptions, complete with any endorsements required by Buyer and in a form acceptable to Buyer. Notwithstanding the foregoing condition precedent to Closing, the Parties acknowledge and agree that the City reserves the right, in its sole discretion to execute any affidavit required to be signed by the Seller for the Title Company's issuance of said owner's extended coverage policy. ARTICLE 7. CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS All obligations of Seller to close on the Closing Date are subject to the fulfillment of each of the following conditions at or prior to Closing. If any of the conditions described below are not satisfied (or waived in writing by Seller) prior to Closing, then Seller shall be entitled to: (a) to terminate this Agreement, in which case the Earnest Money shall be returned to Buyer, and/or (b) if the condition is not satisfied as a result of a default or breach by Buyer, pursue Sellers's rights and remedies under Section 9.2 below; provided, however, that Seller shall not terminate this Agreement without giving Buyer notice of the failure of such condition and a period of five (5) business days after delivery of such notice for Buyer to cause such condition to be satisfied. 7.1. Delivery of Documents. Buyer shall have delivered to Seller at or prior to Closing all documents required by the terms of this agreement to be delivered to Buyer. 7.2. Representations, Warranties and Covenants. All representations, warranties and covenants of Buyer contained herein or in any document delivered pursuant hereto shall be true and correct in all material respects when made and as of the Closing Date. 7.3. Obli atm. All obligations required by the terms of this Agreement to be performed by Buyer at or before Closing shall have been properly performed in all material respects. ARTICLE 8. CLOSING 8.1. Escrow Agent. Upon execution of this Agreement, the Parties agree to set up an escrow account with Title Company (the "Escrow Agent"). The Escrow Agent shall serve as closing agent for the transaction contemplated herein and Closing shall occur in the offices of Escrow Agent identified above. 8.2. Closing Date. This transaction shall be closed ("Closing") on or before the date selected by Buyer which, unless mutually agreed by the Parties, can be no sooner than thirty (30) days after Buyer's waiver of its Feasibility Contingency outlined in section 5.1 (the "Closing Date") by remote Closing through the Title Company. Neither party need be physically present at Closing. Buyer shall provide the Seller 15 days' notice of intent to close and the Closing Date. 8.3. Closing. Costs of closing this transaction shall be allocated between Seller and Buyer as follows: 13 8.3. 1. Seller shall pay: (i) the premium for the standard coverage owner's Title Policy in the amount of the Purchase Price; (ii) one-half of any escrow fees of the Escrow Agent; (iii) any real estate conveyance, excise or transfer taxes; and (iv) all other costs and expenses allocated to Seller pursuant to the terms of this Agreement. 8.3.2. Buyer shall pay: (i) the additional premium for any extended coverage portion of the owner's Title Policy and any endorsements; (ii) the cost of recording the Deed; (iii) one-half of any escrow fees of the Escrow Agent; and (iv) all other costs and expenses allocated to Buyer pursuant to the terms of this Agreement. 8.3.3. The following items shall be prorated as of the Closing Date: (a) real estate and ad valorem taxes for the current year; (b) current or pending assessments against the Property; and (c) water and other utilities constituting liens. 8.4. Seller's Delivery of Documents at Closing. At Closing, Seller will deliver to Buyer the following properly executed documents: 8.4.1. A bargain and sale deed conveying the Property; 8.4.2. The Owner's Title Affidavit in a form acceptable to Seller; and 8.4.3. Any other documents required by the Title Company; 8.5. Buyer's Delivery of Documents and Purchase Price at Closing. At Closing, Buyer will deliver cash or immediately available funds in the amount of the Purchase Price minus any Earnest Money or Extension Deposits previously delivered to Seller, which shall be credited toward the Purchase Price. ARTICLE 9. DEFAULT; REMEDIES 9.1. Seller's Defaults; Buyer's Remedies. In the event of a breach by Seller of its pre -Closing or Closing obligations under this Agreement, which breach is not cured ten (10) days after Seller's receipt of notice of default from Buyer, Buyer may elect only one of the following two remedies: (a) terminate this Agreement, receive a refund of all Earnest Money and any Extension Deposits paid by Buyer, and receive from Seller reimbursement of Buyer's reasonable out-of-pocket costs incurred in pursuing this transaction; or (b) enforce specific performance of this Agreement against Seller, including the right to recover attorneys' fees, provided that in order to elect and pursue the remedy of specific performance, Buyer must commence and file such action within ninety (90) days after the scheduled Closing Date. After Closing, in the event of a breach by Seller of its obligations under any Surviving Provisions, Buyer may exercise any rights and remedies available at law or in equity. 9.2. Buyer's Defaults; Seller's Remedies. In the event of a breach by Buyer of its pre -Closing or Closing obligations under this Agreement, which breach is not cured within ten (10) days after Buyer's receipt of notice of default from Seller, Seller's sole remedy shall be to terminate this Agreement, retain the Earnest Money and any Extension Deposits paid by Buyer and any interest earned thereon, as liquidated damages, not as a penalty. BUYER AND SELLER AGREE THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO QUANTIFY THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF A BREACH BY BUYER, THAT THE AMOUNT OF THE EARNEST 14 MONEY AND EXTENSION DEPOSITS PAID IS A REASONABLE ESTIMATE OF SUCH ACTUAL DAMAGES, AND THAT SELLER'S REMEDY IN THE EVENT OF A BREACH BY BUYER SHALL BE TO RETAIN THE EARNEST MONEY, EXTENSION DEPOSITS PAID AND ANY EARNINGS THEREON AS LIQUIDATED DAMAGES. Notwithstanding the foregoing, this liquidated damages provision does not limit Buyer's obligations under any Provision of this Agreement which expressly survives Closing or termination hereof. After Closing, in the event of a breach by Buyer of its obligations under any Surviving Provisions, Seller may exercise any rights and remedies available at law or in equity. 9.2.1. Further notwithstanding the foregoing, the ten (10) day cure period set forth above shall not apply to Buyer's or Seller's failure to timely proceed to closing of the transaction contemplated herein on the Closing Date (as may be extended) as set forth in Section 8.2 above. ARTICLE 10. MISCELLANEOUS PROVISIONS 10.1. Notices. Any and all notices or other communications required or permitted to be given under any of the provisions of this Agreement shall be in writing and shall be deemed to have been duly given (i) upon receipt when personally delivered or sent by overnight courier, (ii) two days after deposit in the United States mail if by first class, certified or registered mail, return receipt requested.; or (iii) or (c) upon transmission if sent by email transmission and if the transmission is made on a business day on or before 5:00 p.m. Pacific Time, and otherwise the next business day after the transmission is made. All notices shall be addressed to the parties at the addresses set forth below or at such other addresses as any parties may specify by notice to all other parties and given as provided herein: If to Buyer: Sound Generations Attn: Kaleb Greissl 22082 d Ave, Suite 100 Seattle, WA 98121 Email: kalebgAsoundgenerations.org with a copy to: Davis Wright Tremaine LLP Attn: Clayton Graham and Richard Kim 920 5th Avenue, Suite 3300 Seattle, WA 98104-1610 Email: ClaytonGrahamA_,dwt.com Email: RichardKim&,dwt.com 0i If to Seller: City Clerk's Office City of Tukwila 6200 Southcenter Blvd. Tukwila, WA 98188 Attn: Brandon Miles Email: Brandon.Miles(c�Tukwilawa.gov. 10.2. Entire Agreement and Amendment. This writing (including the Exhibits attached hereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or amended except by a written agreement specifically referring to this Agreement and signed by all parties hereto. 10.3. Severability. In the event any portion of this Agreement shall be found to be invalid by any court of competent jurisdiction, then such holding shall not impact or affect the remaining provisions of this Agreement unless that court of competent jurisdiction rules that the principal purpose and intent of this contract should and/or must be defeated, invalidated or voided. 10.4. Waiver. No waiver of any breach or default hereunder shall be considered valid unless in writing and signed by the Party giving such waiver, and no such waiver shall be deemed a waiver of any prior or subsequent breach or default. 10.5. Binding Effect. This Agreement shall be binding upon and inure to the benefit of each Party hereto, its successors and assigns. 10.6. Real Estate Commission. Buyer and Seller each acknowledge that Seller has engaged Puget Sound Properties Commercial Real Estate Services, L.L.C., a Washington limited liability company, dba NAI Puget Sound Properties ("Seller's Broker") as Seller's real estate broker in connection with this transaction and Buyer has engaged Lee & Associates Commercial Real Estate Services, LLC, a Washington limited liability company (`Buyer's Broker") as Buyer's real estate broker in connection with this transaction. Other than Seller's Broker and Buyer's Broker, neither party has engaged any other real estate broker, agent, or finder in connection with this transaction. Seller agrees to pay a commission to Seller's Broker and Buyer's Broker pursuant to a separate agreement between Seller and Seller's Broker. Seller shall be solely responsible for the payment of any brokerage commissions or finder's fees arising out of Seller's agreements. 10.7. Governing Law, Jurisdiction, and Venue. This Agreement and all amendments thereof shall be governed by and construed in accordance with the laws of the State of Washington applicable to contracts made and to be performed therein, without giving effect to its conflicts of law provisions. Venue shall be King County Superior Court. 10.8. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO UNCONDITIONALLY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN THE PARTIES HERETO. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT, AND IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING. 10 IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 10.9. Assignment. This Agreement shall not be assignable or otherwise transferable (i) by Buyer without the prior written consent of Seller, and (ii) by Seller without the prior written consent of Buyer; provided, however, that Buyer may, by written notice to Seller, assign all or any portion of its rights and obligations under this Agreement to any affiliate of Buyer. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. 10.10. Survival. The representations and warranties set forth in Section 3.1 and Section 3.2 of this Agreement shall be correct on the Effective Date and on the Closing Date. Any claim for a breach of such representations and warranties shall survive for one (1) year after the Closing Date. Any claim for a breach of representation or warranty set forth in Section 3.1 and Section 3.2 of this Agreement shall be barred and shall lapse unless a claim is made in writing, with a description of the claim made, on or before one (1) year after the Closing Date. All other provisions of this Agreement shall be deemed merged into or waived by the instruments of Closing, except for those provisions that specifically state that they survive Closing or termination (each a "Surviving Provision"). If a Surviving Provision states that it survives for a limited period of time, that Surviving Provision shall survive only for the limited time specified. Any claim made in connection with a Surviving Provision shall be barred and shall lapse unless a claim is made in writing, with a description of the claim made, on or before the limited time specified in such Surviving Provision. 10.11. Future Agreements. Seller shall not enter into any agreements (or extend any current agreements) with respect to the Property, including, but not limited to leases, that will be binding on the owner of the Property and extend beyond the Closing Date, without Buyer's prior written approval, which may be withheld at Buyer's sole discretion. 10.12. Condemnation. If at any time prior to the Closing Date there shall be a taking by eminent domain proceedings or the commencing of any such proceedings, with respect to the Property, Seller shall promptly give written notice thereof to Buyer, and, if such taking by eminent domain proceedings would result in a Material Change, Buyer shall have the right, at Buyer's sole option, to terminate this Agreement by giving written notice to Seller within thirty (30) days after Buyer receives written notice of such proceedings, in which event the Earnest Money and any Extension Deposits paid by Buyer shall be immediately refunded to Buyer, and neither party hereto shall have any further duties, obligations or liability to the other, except as specifically provided herein. A "Material Change" means a taking that would result in (a) a diminution in value of the Property or a cost to restore the Property of more than $100,000 as estimated by an independent consultant acceptable to Buyer and Seller; (b) the procurement of the entitlements sought by Buyer being impaired or impracticable (as determined by Buyer in Buyer's sole discretion); (c) a material impairment of access to the Property; or (d) Buyer's ability to construct its planned facilities on the Property being impaired or impracticable (as determined by Buyer in Buyer's sole discretion). If Buyer does not so terminate this Agreement, then at Closing, Seller shall assign to Buyer all rights of Seller in and to any awards or other proceeds payable by reason of any taking. IN 10. 13. Risk of Loss. Risk of loss or damage to the Property by condemnation, eminent domain, or similar proceedings (or deed in lieu thereof), or by fire or any other casualty, from the Effective Date until Closing will be on Seller. 10.14. Police Powers. Nothing in this Agreement shall be interpreted to limit the police powers granted by the State of Washington to the Seller. ARTICLE 11. GENERAL INDEMNIFICATION 11.1 General Indemnity by Seller. Except as provided in Subsection 5.1.3 above, Seller agrees to hold harmless, indemnify and defend Buyer, its officers, agents, and employees, from and against all claims, losses, or liability for injuries, sickness, or death of persons, including employees of Seller, or damage to property occurring prior to the date and time of Closing and caused by or arising out of any condition of the Real Property. 11.2 General Indemnity by Buyer. Buyer agrees to hold harmless, indemnify and defend Seller, its officers, agents and employees, from and against all claims, losses, or liability for injuries, sickness, or death of persons, including employees of Buyer, or damage to property occurring after the date and time of Closing and caused by or arising out of any condition on the Property, regardless of whether the condition existed on the Property prior to Closing or is the result of any act, error, or omission of Seller with respect to the Property prior to Closing. 11.3 Survival. The release and indemnity provisions of this Section 11 shall survive Closing and shall not merge with the bargain and sale deed or any other Closing Documents. [Signatures on following page(s)] 18 IN WITNESS HEREOF, the Parties have executed this Agreement as of the Effective Date. Seller: City of Tukwila a Washington State Municipal Corporation By: �Signed by: ew�as h(w Print Name: Thomas McLeod Title: Mavor Approved as to Form: FSigned by: CXT ity Attorney Attest: Signed by: City Tterk Buyer: Sound Generations a Washington State Nonprofit Corporation Signedby: By. 5A, (�(' a .(, Print Name: Jim wi gfal 1 Title: CEO 19 EXHIBIT A LEGAL DESCRIPTION Legal Description: Tract 8. Andover Industrial Park No. 5, according to the plat thereof recorded in Volume 81 of Plats, Pages 22 and 23, records of King County, Washington. Situate in the County of King, State of Washington. Abbreviated Legal: Tract 8, Andover Industrial Park No. 5, KING Cty, Wa. Parcel No(s): 022340-0080-06 Purported Address: 444Andover Parkway E, Tukwila, WA98188 20 King County d, a� a31, V05, x0052 5 w 5: 67 � 007.0 k 681 �a 0010 6,63 " LLMd 56 f 0 04,11 DO 1 �� a s 599 1, x A mdlfi rr i '. 0 b ODs r i 74 1PI3 0070 r m I ➢ C 4621 %a ' ✓�"r 901 � 0 0 ' f 10 4 742 rn t9 ��I w. Qr�r �7. j'�W, tr. fir° ✓ , ,r ry IftA z f� x f iP rt1 Y 10, Y J WS p i grAlo 20 r i 1702 500 0% 90-46 14 � t 9005 0 9fio '01 d20 join ei�' N ARJ y W R 4 4x 20 gW4' 9(*) 4 °' ? w� 0/90 Poo� ._ Mir Blvd q tTiw SM x, 4 000 1�003 610W 0. 00 King County ssessor s Office, Kii�g County GIS Center, King County, King 0,005 BRA''hyAsseq�ffll' bffice, King County GIS Center gC�°�� The information included on this map has bear compiled by King County staff from a varietyof sources and is subject to change without notice. King County makes no representations orwarranties, express or implied, as to accuracy, completeness, timeliness, or n flits to the use of such information. This document is notintended N for use as survey product. Feng County shall not be liable forany general, special, indirect inddental, or �t consequential damages including, but not limtted to, lost revenues or lost profits resulting from the use or misuse LQ,•\\V d the information contained on this map. Any sale of this map or informationon this map is prohibited except by written permission of King County. King County Date: 3/5/2026 7