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HomeMy WebLinkAbout20-132 - HealthPoint - Real Estate Purchase and Sale Agreement20-132(b) Council Approval N/A SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT This Second Amendment to Real Estate Purchase and Sale Agreement ("Amendment') is entered into as of June 19 , 2023, by and between the City of Tukwila, a municipal corporation operating under the laws of the State of Washington as a non -charter code city ("Seller"), and Health Point, a Washington public benefit corporation ("Purchases"). RECITALS A. Purchaser and Seller are the parties to that certain Real Estate Purchase and Sale Agreement with an Effective Date of December 23, 2020, as amended by the First Amendment to Real Estate Purchase and Sale Agreement dated May 10, 2021 (the "Purchase Agreement'). B. On February 18, 2022, Purchaser acquired a parcel of property adjacent to the Property commonly known as 3920 South 146th Street, Tukwila, Washington from Poll Tukwila, LLC ("Adjacent Property"). C. Purchaser and Seller have agreed to amend the Purchase Agreement, on the terms set forth below, to recognize that the Health Center Development described in the Purchase Agreement may be constructed on any portion of the real property formed by combining the Property with the Adjacent Property and to provide Purchaser with additional time to submit the permits for the development project. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller agree as follows: 1. Defined Terms. Capitalized terms used and not otherwise defined in this Amendment have the meanings given to them in the Purchase Agreement. 2. Purchase Option. In order to carry out the intent of this amendment as described in the Recitals above, Section 27 of the Purchase Agreement is deleted in its entirety and replaced with the following: Purchase Option. At Closing, Purchaser shall grant to Seller an option to purchase the Property ("Purchase Option"), by entering into an Option Agreement ("Option Agreement") at Closing on the form attached hereto as Exhibit B. The Purchase Option shall contain the following terms: (a) the purchase price for the Property shall be equal to the Purchase Price hereunder, (b) the Purchase Option may not be exercised by Seller unless, as of December 31, 2024, Purchaser has failed to submit a complete building permit application for a health center to be constructed on the Property and/or on the Adjacent Property which will consist of at least 20,000 square feet and which will offer a range of services including medical health and wellness, dental care, behavioral health services, medication management and pharmacy, (c) closing under the Purchase Option shall occur ninety (90) days from Seller's exercise of the Purchase Option, and (d) the term of the Purchase Option shall run until January 31, 2025. Seller and Purchaser shall record against the Property at Closing a Memorandum evidencing Seller's Purchase Option. {SX132832013. DOCX; 1/14327.000026/ } 1 3. Substitution of Revised Option Agreement Exhibit. The parties agree that the Option Agreement form originally attached as Exhibit B to the Purchase Agreement is substituted with the form Option Agreement attached hereto in order to conform the Option Agreement to the revised Purchase Option described above. 4. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument. Signatures may be delivered via electronic means with the same effect as if original signatures were exchanged in person. [Signature Pages Follow] {SX132832013. DOCX; 1/14327.000026/ } 2 IN WITNESS WHEREOF, Purchaser and Seller have executed this Amendment as of the date first set forth above. SELLER: CITY OF TUKWILA, a municipal corporation By: Name: Allan Ekberg Title: Mayor Christy O'Flaherty , City Clerk Approved as to form: oa�ustenea by: By:8-owi °eg°s4'I agFiey City Attorney PURCHASER: HEALTHPOINT, a Washington public benefit corporation By: Name: Lisa Yohalem Title: Chief Executive Officer {SX132832013. DOCX; 1/14327.000026/ } 3 Date: 6/20/2023 1 9:48 PM PDT Date: 6/19/2023 EXHIBIT B Option Agreement OPTION TO PURCHASE REAL PROPERTY THIS OPTION TO PURCHASE REAL PROPERTY ("Agreement") is entered into as of , 20, by and between HealthPoint, a Washington public benefit corporation ("HealthPoint") and the City of Tukwila, a municipal corporation operating under the laws of the State of Washington as a non -charter code city ("Tukwila"). Agreement For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Property. On or about the date of this Agreement, HealthPoint has purchased the real property ("Property") legally described on Exhibit A hereto from Tukwila, pursuant to a Purchase and Sale Agreement between HealthPoint and Tukwila ("PSA") dated as of December 23, 2020. On February 18, 2022, HealthPoint acquired a parcel of property adjacent to the Property commonly known as 3920 South 146th Street, Tukwila, Washington from Poll Tukwila, LLC ("Adjacent Property"). 2. Grant of Purchase Option. HealthPoint hereby grants to Tukwila an option ("Option") to purchase the Property on the following terms and conditions. 3. Purchase Price. The purchase price ("Purchase Price") for the Property shall be Three Million, Eight Hundred Fifty Thousand Dollars ($3,850,000.00). 4. Condition to Exercise of Option. The Option may not be exercised by Seller unless, as of December 31, 2024, Purchaser has failed to submit a complete building permit application for a health center to be constructed on the Property and/or on the Adjacent Property which will consist of at least 20,000 square feet and which will offer a range of services including medical health and wellness, dental care, behavioral health services, medication management and pharmacy (the "Condition"). 5. Term of Option. If not earlier exercised, the Option shall expire on January 31, 2025. 6. Exercise of Option. In order to exercise the Option, the Condition must be satisfied, and Tukwila must give written notice to HealthPoint exercising the Option on or before January 31, 2025. If such notice is given, the closing ("Closing") of the sale of the Property shall occur within ninety (90) days from the date the Option is exercised ("Closing Date"). 7. Closing. 7.1. Obligations of HealthPoint. On or prior to the Closing Date, HealthPoint shall deposit the following in escrow with Fidelity National Title Insurance Company ("Escrow Agent") for delivery in accordance with this Agreement at the Closing: 7.1.1. A Bargain and Sale Deed ("Deed"), conveying fee simple title to the Property to Tukwila fee and clear of all monetary liens and encumbrances other than non - delinquent real property taxes and assessments, but subject to all easements, covenants and restrictions of record as of the date of this Agreement and any other easements, covenants and {SX62832013.DOCX;1/14327.000026/ } 4 restrictions of record which do not materially impair the use of the Property at its highest and best use (collectively, the "Permitted Exceptions"). 7.1.2. A Bill of Sale and Assignment of Intangible Property ("Bill of Sale") from HealthPoint for any tangible and intangible personal property included in the Property. The Bill of Sale shall include an assignment of all assignable permits and warranties benefitting the Property. 7.1.3. The affidavit referred to in Section 1445 of the Internal Revenue Code with all pertinent information from HealthPoint confirming that it is not a foreign person, trust, estate, corporation or partnership. 7.1.4. All affidavits, gap indemnity agreements and other documents reasonably required by the Title Company from HealthPoint as a condition to issuance of the Title Policy in the form required under this Agreement. 7.1.5. Such other instruments as are contemplated by this Agreement to be executed or delivered by HealthPoint, reasonably required by Tukwila or the Title Company, or customarily executed in the jurisdictions in which the Property is located, to effectuate the conveyance of property similar to the Property, with the effect that, after the Closing, Tukwila will have succeeded to all of the right, title and interest of HealthPoint in and to the Property and HealthPoint will no longer have any right, title or interest therein. 7.2. Obligations of Tukwila. On or prior to the Closing Date, Tukwila shall deposit the following in escrow with the Escrow Agent for delivery in accordance with this Agreement at the Closing: 7.2.1. The Purchase Price in immediately available funds. 7.2.2. Cash in an amount equal to Tukwila's share of prorations and closing costs. 7.2.3. Such other documents as the Escrow Agent, Title Company or HealthPoint may reasonably require in order to close the sale of the Property to Tukwila as provided in this Agreement. 7.3. Title Insurance. At the Closing, Tukwila shall be entitled to receive an ALTA standard coverage owner's policy of title insurance ("Title Policy") showing fee simple title to the Property vested in the City of Tukwila, subject to no exceptions other than standard printed exceptions in the form ALTA title policy and the Permitted Exceptions. The Title Policy shall be issued by Fidelity National Title Insurance Company ("Title Company"). 7.4. Closing Costs. At the Closing, the cost of the Title Policy, all transfer taxes imposed on the transfer of real property hereunder, and one-half the escrow fee charged by the Escrow Agent, shall be paid by HealthPoint and the remaining escrow fee and all recording charges, shall be paid by Tukwila. Any other closing costs shall be paid by HealthPoint or Tukwila in accordance with prevailing practice in Washington. 7.5. Prorations. All real estate taxes and assessments and all revenues and other expenses of the Property shall be prorated and apportioned as of the Closing Date, so that HealthPoint bears all expenses with respect to the Property and shall have the benefit of all income with respect to the Property prior to that date, and Tukwila bears all expenses with respect to the Property and shall have the benefit of all income with respect to the Property after that date. {SX62832013.DOCX;1/14327.000026/ } 5 7.6. Possession. Tukwila shall be entitled to possession of the Property on the Closing Date. 8. No Assignment. This Agreement and the Option granted herein are personal to Tukwila and may not be assigned by Tukwila except to an Affiliate of Tukwila. 9. Affiliate. As used in this Agreement, an "Affiliate" means, as to any person or entity: (a) any other person or entity that, directly or indirectly, is in control of, is controlled by or is under common control with such person or entity; or (b) is a director, officer, shareholder, partner, member or associate of such person or entity, or of an Affiliate of such person or entity. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise. 10. Binding Effect. This Agreement and the Option granted herein shall run with the Property and be binding upon all successors and assigns of HealthPoint. 11. Recording. This Agreement shall not be recorded but a Memorandum of this Agreement shall be recorded in the real property records of King County, Washington. 12. Representations and Warranties. HealthPoint, acting through any of its duly empowered and authorized officers or agents, has all necessary entity power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by HealthPoint, is the legal, valid and binding obligation of HealthPoint, and neither this Agreement nor compliance with or fulfillment of the terms and conditions hereof will conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any agreement to which HealthPoint is a party or by which HealthPoint is otherwise bound, or any judicial order to which HealthPoint is a party or to which HealthPoint is subject. All documents to be executed by each of the parties hereto which are to be delivered at Closing (such delivering party, the "Delivering Part),'), will, at the time of Closing, (i) be duly authorized, executed and delivered by the Delivering Party, (ii) be legal, valid and binding obligations of the Delivering Party, and (iii) not violate, to the best of the Delivering Party's knowledge, any provision of any agreement or judicial order to which the Delivering Party is a party or to which it is subject. Except for the representations and warranties set forth herein or in the documents delivered at Closing, HealthPoint disclaims the making of any representation or warranty, express or implied, regarding the Property or matters affecting the Property. 13. General Provisions. 13.1. Notices. All notices required or permitted hereunder shall be in writing and shall be given as follows: For Purchaser: with a copy to: HealthPoint 955 Powell Avenue SW Renton, WA 98056 Attn: Chief Executive Officer Email: Ivohalem(a�healthpointchc.orq Ogden Murphy Wallace P.L.L.C. 901 Fifth Avenue, Suite 3500 Seattle, WA 98164 {SX62832013.DOCX;1/14327.000026/ } 6 Tukwila: with a copy to: Attn: Steve Burgon E-mail: sburgon(c�omwlaw.com City of Tukwila Office of the City Clerk 6200 Southcenter Boulevard Tukwila, WA 98188 Email: TukwilaCitvCleark(a�tukwila.com Jameson Pepple Cantu PLLC 801 Second Avenue, Suite 700 Seattle, WA 98104 Attn: Jeffrey M. Hawkinson Email: jhawkinson@jpclaw.com Any such notice shall be (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered one business day after deposit with such courier; or (b) served personally, in which case notice shall be deemed given on the date of such service, or (c) delivered by e-mail followed by delivery by personal service or nationally recognized courier service on the next business day after e-mail transmission, in which case notice shall be deemed to have been given on the date of e-mail transmission. The above addresses may be changed by written notice to the other party; provided that no notice of a change of address shall be effective until actual receipt of such notice. Legal counsel for HealthPoint and for Tukwila shall be entitled to give (but not to receive) notices on behalf of their respective clients. 13.2. Legal Expenses. In the event of any claim or dispute arising out of this Agreement, the party that substantially prevails shall be awarded, in addition to all other relief, all legal fees and other costs and expenses incurred in connection with such claim or dispute; including without limitation those fees, costs, and expenses incurred with or without suit, and in any appeal, any proceedings under any present or future bankruptcy act or State receivership, and any post- judgment proceedings. 13.3. Time of Essence. Time is of the essence of each and every provision of this Agreement. 13.4. Captions. The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope of intent of this Agreement or any of the provisions hereof. 13.5. Applicable Law. This Agreement shall be governed by and shall be construed and interpreted in accordance with the laws of the State of Washington. 13.6. Modifications. This Agreement may not be modified in any respect except by an instrument in writing and duly signed by the parties hereto. The parties agree that this Agreement contains all of the terms and conditions of the understanding between the parties hereto and that there are no oral understandings whatsoever between them. 13.7. Severability. If any portion of this Agreement becomes or is held to be illegal, null or void or against public policy, for any reason, the remaining portions of this Agreement will not be affected thereby and will remain in force and effect to the fullest extent permissible by law. {SX62832013.DOCX;1/14327.000026/ } 7 13.8. No Waiver. No waiver by Tukwila or HealthPoint of a breach of any of the terms, covenants or conditions of this Agreement by the other party will be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition herein contained. No waiver of any default by Tukwila or HealthPoint under this Agreement will be implied from any omission by the other party to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect a default other than as specified in such waiver. The consent or approval by Tukwila or HealthPoint to or of any act by the other party requiring the consent or approval of the first party will not be deemed to waive or render unnecessary such party's consent or approval to or of any subsequent similar acts by the other party. 13.9. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 13.10. No Partnership or Joint Venture. HealthPoint and Tukwila will not, by virtue of this Agreement, in any way or for any reason be deemed to have become a partner of the other in the conduct of its business or otherwise, or a joint venturer. In addition, by virtue of this Agreement there shall not be deemed to have occurred a merger of any joint enterprise between Tukwila and HealthPoint. [Signature Pages Follow] {SX62832013.DOCX;1/14327.000026/ } 8 The parties hereto have executed this Agreement as of the date first above written. "HealthPoint" HealthPoint, a Washington public benefit corporation By: Name: Title: "Tukwila" CITY OF TUKWILA, a municipal corporation By: Name: Title: Mayor Attest: By: , City Clerk Approved as to form: By: City Attorney {SX62832013.DOCX;1/14327.000026/ } 9 Exhibit A to Option Agreement Legal Description of Property PARCEL A: THAT PORTION OF LOTS 12 AND 13, BLOCK 2 ADAMS HOME TRACTS, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 11 OF PLATS, PAGE 31, IN KING COUNTY, WASHINGTON, LYING EAST OF STATE ROAD NO. 1, NORTH OF A LINE 25 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOTS AND SOUTH OF A LINE 125 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF LOT 13, AND THE SOUTH 125 FEET OF THE WEST 60 FEET OF LOT 14, BLOCK 2, ADAMS HOME TRACTS, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 11 OF PLATS, PAGE 31, IN KING COUNTY, WASHINGTON. PARCEL B: THE SOUTH 25 FEET OF TRACTS 12 AND 13 AND THE NORTH 75 FEET OF TRACTS 24 AND 25, BLOCK 2 ADAMS HOME TRACTS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 11 OF PLATS, PAGE 31, IN KING COUNTY, WASHINGTON; EXCEPT THOSE PORTIONS THEREOF CONVEYED TO THE STATE OF WASHINGTON FOR HIGHWAY BY DEEDS RECORDED UNDER RECORDING NUMBER 2014228 AND 2014230. PARCEL C: THE SOUTH 95 FEET OF THE NORTH 170 FEET OF LOTS 24 AND 25, BLOCK 2, ADAMS HOME TRACTS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 11 OF PLATS, PAGE 31, IN KING COUNTY, WASHINGTON; EXCEPT THAT PORTION CONVEYED TO THE STATE OF WASHINGTON FOR HIGHWAY BY DEED RECORDED UNDER RECORDING NUMBER 2014228. PARCEL D: THE SOUTH 40 FEET OF THE NORTH 210 FEET OF LOTS 24 AND 25, BLOCK 2, ADAMS HOME TRACTS, ACCORDING TO THE PLAT RECORDED IN VOLUME 11 OF PLATS, PAGE 31, IN KING COUNTY, WASHINGTON; EXCEPT THAT PORTION THEREOF CONVEYED TO THE STATE OF WASHINGTON FOR HIGHWAY BY DEED RECORDED UNDER RECORDING NUMBER 2014228. PARCEL E: THE EAST 10 FEET OF LOT 24, BLOCK 2, ADAMS HOME TRACTS, ACCORDING TO THE PLAT RECORDED IN VOLUME 11 OF PLATS, PAGE 31, IN KING COUNTY, WASHINGTON; EXCEPT THE NORTH 210 FEET THEREOF. {SX62832013.DOCX;1/14327.000026/ } 10 Legal Description of Adjacent Property Real property in the County of King, State of Washington, described as follows: THOSE PORTIONS OF LOTS 24, 25, AND 26 IN BLOCK 2 OF ADAMS HOME TRACTS, ASPER PLAT RECORDED IN VOLUME 11 OF PLATS, PAGE 31, RECORDS OF KING COUNTY, WASHINGTON, LYING EASTERLY OF STATE ROAD NO. 1, {PACIFIC HIGHWAY SOUTH), AS CONVEYED BY DEEDS RECORDED UNDER RECORDING NOS. 2014228 AND 2014229; EXCEPT THE NORTH 210 FEET THEREOF; AND EXCEPT THE EAST 10 FEET THEREOF; AND EXCEPT THE SOUTHERLY 10 FEET THEREOF CONVEYED TO KING COUNTY BY DEED RECORDED UNDER RECORDING NO. 7104270593; AND EXCEPT THAT PORTION CONVEYED TO THE STATE OF WASHINGTON BY DEED RECORDED UNDER RECORDING NO. 8612180914. {SX B2832013.DOCX;1/14327.0000260 11 20-132(a) Council Approval N/A FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT This First Amendment to Real Estate Purchase and Sale Agreement ("Amendment) is entered into as of May (0 , 2021, by and between the City of Tukwila, a municipal corporation operating under the laws of the State of Washington as a non -charter code city ("Seller"), and HealthPoint, a Washington public benefit corporation ("Purchaser). RECITALS A. Purchaser and Seller are the parties to that certain Real Estate Purchase and Sale Agreement with an Effective Date of December 23, 2020 (the "Purchase Agreement). B. Purchaser and Seller desire to amend the Purchase Agreement as set forth below. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller agree as follows: 1. Defined Terms. Capitalized terms used and not otherwise defined in this Amendment have the meanings given to them in the Purchase Agreement. 2. Extension of Contingency Period. The Contingency Period defined in Section 1.5 of the Purchase Agreement is hereby extended until June 30, 2021. 3. Second Deposit. Section 3.2 of the Purchase Agreement is hereby amended and restated as follows: Second Deposit. If Purchaser satisfies or waives the Contingencies, on or before November 30, 2021, Purchaser shall deposit with Escrow Agent the amount of One Million Dollars ($1,000,000.00) ("Second Deposit"), and the Second Deposit shall be immediately released to Seller. The Second Deposit shall be non-refundable to Purchaser except in the event of a default by Seller under this Agreement or as otherwise provided in this Agreement. The Second Deposit shall be a credit against the Purchase Price at Closing. 4. Title Matters. Seller has provided the required notice to terminate the billboard advertising lease referenced in Exception No. 11 of the Title Commitment as of October 16, 2021. Seller has agreed to cause Exception No. 11 to be removed from the Title Commitment on or prior to the Closing Date. Seller acknowledges and agrees that the removal of Exception No. 11 from the title commitment is a condition to Purchaser's obligation to close the purchase of the Property. 5. Seller's Defaults; Purchaser's Remedies. Section 21.1 of the Purchase Agreement is hereby amended and restated as follows: ET 1602203132 Allan Ekberg Christy O'Flaherty 20-132 Council Approval 12/7/20 REAL ESTATE PURCHASE AND SALE AGREEMENT This Real Estate Purchase and Sale Agreement ("Agreement") is entered into by and between the City of Tukwila, a municipal corporation operating under the laws of the State of Washington as a non -charter code city ("SeIler"), and HealthPoint, a Washington public benefit corporation, Purchaser and Seller hereby agree as follows 1. Basic Terms and Definitions, Capitalized terms used in this Agreement shall have the meanings provided in this Section 1, unless otherwise specifically modified by provisions of this Agreement 1 1. "Closing Date" means the date which is on or before June 30, 2023. 1.2. "Deposits" means the First Deposit defined in Section 3.1, the Second Deposit defined in Section 3.2, the Third Deposit defined in Section 3.3, and any other amounts designated as a Deposit or Deposits in this Agreement. 1.3. "Effective Date" means the date that a copy of this Agreement, fully executed by Purchaser and Seller is delivered to both Purchaser and Seller, 1.4, "Escrow Company!' means Fidelity National Title Insurance Company, Attn: Megan Packwood, 600 University Street, Suite 2424, Seattle, Washington 98101, Phone 206- 262-2832, E-mail: meganpackwood.fnf.com. 1.5. "Contingency Period" means the period commencing on the Effective Date and expiring on May 31, 2021, 1,6. "Property" means five parcels of land located in the City of Tukwila, King County, Washington, identified as King County Tax Parcel Nos.004000-0175, 004000-0190, 004000- 0252, 004000-0253, and 004000-0255, consisting of an aggregate of approximately 1.69 acres, and legally described on Exhibit A attached hereto, together with all rights, privileges and easements appurtenant thereto, including, without limitation, all minerals, oil, gas, and other hydrocarbon substances on and under the Property, as well as all development rights, air rights, water, and water rights relating to the Property. 1.7. 'Purchase Price" means U.S, Three Million, Eight Hundred Fifty Thousand Dollars ($3,850,000.00), 1.8, "Purchaser" means HealthPoint, a Washington public benefit corporation. 1.9. "Title Company" means Fidelity National Title Insurance Company, Attn: Marc Wise, 600 University Street, Suite 2424, Seattle, Washington 98101, Phone 206-262-6291, E- mail. Marc.Wise@fnf.com. 1.10. "Transaction" means the purchase and sale of the Property pursuant to this Agreement. 2. Purchase and Sale. Purchaser agrees to purchase, and Seller agrees to sell and convey, upon the terms and conditions contained herein, the Property for the Purchase Price. The balance of the Purchase Price (net of the Deposits paid by Purchaser) will be payable in all cash at Closing, PSA HealthPoint (Tukwila) 122320-1 Page 1 of 23 1/1 oiL.sj_lts. 3,1 First Deposit. On or before three (3) business days after the Effective Date, Purchaser shall deposit with Escrow Agent the amount of Two Hundred Thousand Dollars ($200,000.00) ("First Deposit"), and the First Deposit shall be immediately released to Seller. Prior to the expiration of the Contingency Period, the First Deposit shall be fully refundable to Purchaser. Upon Purchaser's satisfaction or waiver of the Contingencies, the First Deposit shall become non-refundable to Purchaser except in the event of a default by Seller under this Agreement or as otherwise provided in this Agreement, The First Deposit shall be a credit against the Purchase Price at Closing. 3.2. Second Deposit. If Purchaser satisfies or waives the Contingencies, on or before June 30, 2021, Purchaser shall deposit with Escrow Agent the amount of One Million Dollars ($1000,000.00) ("Second Deposit"), and the Second Deposit shall be immediately released to Seller. The Second Deposit shall be non-refundable to Purchaser except in the event of a default by Seller under this Agreement or as otherwise provided in this Agreement. The Second Deposit shall be a credit against the Purchase Price at Closing. 3,3. Third Deposit. If Purchaser satisfies or waives the Contingencies, on or before June 30, 2022, Purchaser shall deposit with Escrow Agent the amount of One Million, Three Hundred Thousand Dollars ($1,300,000.00) ("Third Deposit"), and the Third Deposit shall be immediately released to Seller. The Third Deposit shall be non-refundable to Purchaser except in the event of a default by Seller under this Agreement or as otherwise provided in this Agreement. The Third Deposit shall be a credit against the Purchase Price at Closing, Contingencies. The obligations of the Purchaser under this Agreement are contingent upon Purchaser's written approval or waiver of the following contingencies (collectively "Contingencies"): 4.1. Contin.enc of A. • oval of Title Encumbrances. Within three (3) business days after the Effective Date, Seller shall order from the Title Company a commitment ("Title Commitment") for the issuance of an ALTA Owner's Title Policy ("Title Policy") at Closing to Purchaser. The Title Company shall be instructed to deliver a copy of the Title Commitment and copies of exceptions to Purchaser, Seiler, and their counsel, Purchaser shall give Seller written notice ("Purchaser's Title Notice") on or before the expiration of thirty (30) days after receipt of the Title Commitment and exception documents as to whether the condition of title as set forth in the Title Commitment is or is not satisfactory, in Purchaser's sole discretion. Monetary hens shall be paid by Seller at Closing out of the sales proceeds. In the event that the condition of title is not acceptable, Purchaser shall specify and set forth each of such objections ("Objections") in the Purchaser's Title Notice. Seller shall notify Purchaser in writing ("Seller's Title Response") within twenty (20) days of receipt of Purchaser's Title Notice as to which Objections that Seller will not remove as of the Closing Date ("Remaining Objections"). If there are any Remaining Objections, Purchaser 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 Deposits paid shall be immediately returned to Purchaser. Notwithstanding any of the provisions of this Section 4.1 to the contrary, if Purchaser fails to notify Seller that the condition of title as set forth in the Title Commitment and/or any survey is or is not acceptable within the time set forth herein, the parties hereby agree that the condition of title shall be deemed acceptable. Any exceptions permitted on the Title Policy pursuant to this Section 4.1 are referred to herein as "Permitted Exceptions", If PSA HealthPoint (Tukwila) 122320-1 Page 2 of 23 the Title Company subsequently updates the Title Commitment with additional exceptions to title, the provisions for Purchaser's Title Notice and Seller's Title Response shall be reinstated with respect to the additional exceptions, with the Purchaser's Title Notice regarding the additional' exceptions being due five (5) business days after the date that Purchaser receives the updated Title Commitment, With respect to the Title Commitment and the Title Policy: 4.1.1. In the event that the issuance of the Title Policy requires a new or updated ALTA Survey ("Survey") of the Property, Purchaser shall obtain such Survey and provide it to the Title Company at least ten (10) business days prior to the Closing Date. 4.2. Feasibility Contingency. Purchaser's obligations under this Agreement are expressly contingent upon Purchasers approval of the Property for acquisition by Purchaser, in Purchasers sole discretion ("Feasibility Contingency"), including Purchaser's evaluation of the feasibility of developing the Property, as well as all aspects of the Property, including, without limitation, the results of Purchaser's examinations, inspections, testing, and or investigations of the Property, The Feasibility Contingency is solely for the benefit of Purchaser, and the approval and satisfaction of the Feasibility Contingency is to be determined in Purchaser's sole discretion. In the event that Purchaser approves such review, Purchaser shall so notify Seller in writing ("Approval Notice") on or before expiration of the Contingency Period. If Purchaser does not so notify Seller on or before the expiration of the Contingency Period, this Agreement shall terminate, in which event the Deposits paid shall be immediately refunded to Purchaser. 4,3. Financin Contin enc Purchaser's obligations under this Agreement are expressly contingent upon Purchaser's ability to obtain grant funds from the Washington State Department of Commerce to fund the Second Deposit on terms acceptable to Purchaser in its sole and absolute discretion ("Financing Contingency') The Financing Contingency is solely for the benefit of Purchaser, and the approval and satisfaction of the Financing Contingency is to be determined in Purchaser's sole discretion, In the event that Purchaser obtains the necessary grant funds, secures alternate funds for the Second Deposit, or elects to waive the Financing Contingency, Purchaser shall so notify Seller in an Approval Notice on or before expiration of the Contingency Period. If Purchaser does not so notify Seller on or before the expiration of the Contingency Period, this Agreement shall terminate, in which event the Deposits paid shall be immediately refunded to Purchaser. 4.4. Board Approval Contingency. Purchaser's obligations under this Agreement are expressly contingent upon approval of the Transaction by the Purchasers Board of Directors in its sole and absolute discretion ("Board Contingency"), The Board Contingency is solely for the benefit of Purchaser, and the approval and satisfaction of the Board Contingency is to be determined in Purchaser's sole discretion. In the event that Purchaser obtains the necessary board approval, Purchaser shall so notify Seller in an Approval Notice on or before expiration of the Contingency Period, If Purchaser does not so notify Seller on or before the expiration of the Contingency Period, this Agreement shall terminate, in which event the Deposits paid shall be immediately refunded to Purchaser. 5. Documents. Within five (5) business days of the Effective Date, Seller agrees to provide to Purchaser copies of the documents and information ("Property Documents") relating to the Property in the possession or control of Seller and/or Seller's agents. Notwithstanding the foregoing, in no event shall Seller be required to disclose or provide to Purchaser the following information: attorney-client privileged information, proprietary information, confidential information, private employee information, financial and tax information, previous agreements or proposals related to the sale of the Property, or appraisals or other valuation information. If this PSA HealthPoint (Tukwila) 122320-1 Page 3 of 23 Agreement is terminated, Purchaser shall, within five (5) days of the termination return all Property Documents to Seller and delete permanently all electronic copies. 6, Purchaser's Right to Enter Property/Indemnity, Purchaser and its agents shall be entitled to inspect the Property and conduct tests on the Property at any time or times prior to the Closing in order to conduct the evaluations described in this Agreement (including without limitation, engineering studies, environmental site assessments, risk assessments, evaluation of drainage and flood plain, borings and soil tests). Any invasive testing shall be subject to Seller's prior written approval of a testing plan. No physical alteration of the Property is permitted, but if any physical alteration occurs, any physical alteration of the Property in connection with Purchaser's study shall be restored by Purchaser immediately upon demand by Seller, at Purchaser's sole expense, Purchaser shall not allow any liens to encumber the Property arising out of such activities, Purchaser shall indemnify and hold Seller harmless from and against any liens, costs, expenses (including attorney fees), claims, liabilities, and obligations to the extent resulting from Purchaser's inspections and tests or to the extent arising out of such activities by Purchaser or its employees, agents or contractors. Notwithstanding the foregoing, in no event shall Purchaser be required to inde nify and hold Seller harmless from any claim with respect to any pre-existing environmental conditions or any other pre-existing conditions identified by or on behalf of Purchaser as a result of Purchaser's inspection activities described herein. Purchaser shall maintain commercial general liability insurance with respect to Purchaser's activities on the Property. Such liability insurance shall be on an occurrence basis and shall provide combined single limit coverage of not less than $1,000,000 (per occurrence and in the aggregate) for bodily injury, death and property damage, by water or otherwise. All information obtained by Purchaser in connection with Purchaser's due diligence hereunder shall be confidential and will not be disclosed to third parties; provided, however, Purchaser may disclose such information to parties such as Purchaser's consultants, lenders, attorneys and investors. Notwithstanding anything to the contrary contained in this Agreement or in any addenda, amendments or modifications to this Agreement, Purchaser's obligations under this Section 6 shall survive the termination of this Agreement and/or Closing, and shall remain in full force and effect without time limitation until all of such obligations have been fully performed by Purchaser, and all amounts to be paid by Purchaser have been paid. 7. Conveyance, At Closing, fee title to the Property shall be conveyed to Purchaser by bargain and sale deed, subject only to the Permitted Exceptions, 8. Selier's at the Closing, At the Closing, Seller shall do the following, through Escrow Agent 8.1. Execute and deliver to Purchaser and the Title Company: 8.1.1. A bargain and sale deed (the "Deed") conveying to Purchaser fee simple title to the Property, subject only to the Permitted Exceptions. 8.1.2. An executed counterpart of the Real Estate Excise Tax Affidavit. 8.1.3. A FIRPTA Affidavit. 8.1.4. All other agreements to be executed by Seller as specified herein. 8.2. Execute and deliver to the Title Company: (i) such commercially reasonable affidavits and other evidence as the Title Company may require so as to enable the Title Company to issue the Title Policy in accordance with this Agreement; and (ii) satisfactory evidence that all PSA HeallthPoint (Tukwila) 122320-1 Page 4 of 23 necessary corporate, municipal, or other action on the part of Seller has been taken with respect to the execution and delivery of this Agreement and the consummation of the transaction so that all of said documents are or will be validly executed and delivered and will be binding upon the Seller. 8,3, Deliver to Purchaser all documents, records, plans, permits and other items related to the Property which are in Seller's possession or control. 8.4. Execute and deliver to Purchaser such additional documents as are necessary to carry out the provisions of this Agreement. 9. Purchaser's Obli ations at the Closin At the Closing, Purchaser shall do the following„ through Escrow Agent: 9.1, Deliver to Seller the Purchase Price. 9.2. Tax Affidavit. Execute and deliver to Seller an executed counterpart of the Real Estate Excise 9.3. Execute and deliver to Seller such additional documents as are necessary to carry out the provisions of this Agreement. 10. Seller's Representations. Seller represents and warrants that: 10.1. This Agreement and all documents executed by Seller in connection with this transaction are now, and at the time of Closing will be, duly authorized, executed and delivered by Seller and do not now, and at the time of Closing will not, violate any provisions of any agreement or judicial order to which Seller is a party or to which Seller or the Property is subject. The person executing this Agreement on behalf of Seller has the authority to do so. 10.2. Seller has not received any written notice of, and Seller has no actual knowledge of, any pending condemnation or similar proceeding with respect to the Property or any legal action of any kind or nature affecting the Property. 11. Purchaser's Representations. Purchaser represents and warrants that: 11.1. Purchaser is duly formed, validly existing and in good standing under the laws of the State of its formation and has all requisite powers and all material governmental licenses, authorizations, consents and approvals to enter into and perform its obligations hereunder and under any document or instrument required to be executed and delivered on behalf of Purchaser hereunder. 11.2. This Agreement has been duly authorized by all necessary action on the part of Purchaser, has been duly executed and delivered by Purchaser, constitutes the valid and binding agreement of Purchaser and is enforceable in accordance with its terms. The person executing this Agreement on behalf of Purchaser has the authority to do so. 11.3. The execution and delivery of, and the performance by Purchaser of its obligations under this Agreement will not contravene, or constitute a default under, any provision of applicable law or regulation or any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser, PSA HeallthPoint (Tuk ila) 122320-1 Page 5 of 23 11.4. At all times prior to closing contemplated by this Agreement, Purchaser and all of its respective Affiliates: (i) shall not be a Prohibited Person; and (ii) shall be in full compliance with all applicable orders, rules, regulations and recommendations promulgated under or in connection with United States Presidential Executive Order 13224 ("Executive Order") and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("Patriot Act"). The term "Prohibited Person" shall mean any person or entity which meets any of the following criteria: 11.4.1, A person or entity listed in the Annex to, or otherwise subject to the provisions of, the Executive Order. 11.4 2 A person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed to the Annex to, or is otherwise subject to the provisions of, the Executive Order. 11.4.3. A person or entity with whom a party is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering law, including the Executive Order, 11.4.4. A person or entity that commits, threatens or conspires to commit or supports "terrorism" as defined in the Executive Order. 11.4.5. A person or entity that is named as a "specially designated national and blocked person" on the most current list ("List") published by the U.S. Department of the Treasury, Office of Foreign Assets Control at its official website (www.ustreas.qov/ofac) or at any replacement website or other replacement official publication of such list. 11.4.6. A person or entity who is an Affiliate of a person or entity listed in this Section 11.4. 12. AS -IS Sale. Purchaser shall rely solely upon its own evaluation and investigation of the condition and all aspects of the Property. Purchaser acknowledges that this Agreement grants to Purchaser every opportunity which Purchaser may need to fully evaluate the condition and all aspects of the Property. ACCORDINGLY, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT AND THE DEED, PURCHASER SHALL PURCHASE THE PROPERTY IN ITS "AS -IS' CONDITION AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, BY SELLER. Purchaser acknowledges and agrees that, other than the representations and warranties expressly stated in this Agreement and in any document executed by Seller pursuant to this Agreement (collectively, the "Express Representations"), 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 the Property Documents or any of the Property, including, without limiting the generality of the foregoing, (a) the value, nature, quality, or condition of any of the Property, including, without limitation, the water, soil, and geology, (b) the income to be derived from any of the Property, (c) the suitability of any of the Property for any and all activities and uses that Purchaser may conduct thereon, (d) the compliance of or by any of the Property or its operation with any laws, rules, ordinances, or regulations of any applicable governmental authority or body, (e) the habitability, merchantability, marketability, profitability, or fitness for a particular purpose of any of the Property, (f) the manner or quality of the construction or materials, if any, incorporated into any of the Property, (g) the manner, quality, state of repair, or lack of repair of any of the Property, (h) compliance with any environmental protection, pollution, land use, zoning, development, or PSA Hea thPoInt (Tukwila) 122320-1 Page 6 of 23 regional impact laws, rules, regulations, orders, or requirements, including the existence in or on any of the Property of any hazardous, toxic or dangerous substance, waste or material, (i) the sufficiency of any plans, plats, drawings, specifications, reports, studies, and documents delivered to Purchaser, or (j) any other matter with respect to any of the Property Documents or the Property. Purchaser further acknowledges and agrees that, except for the Express Representations, Purchaser is relying entirely on Purchaser's own investigations and examinations as to the Property Documents and any of the Property. Purchaser acknowledges that it has performed, or prior to the Closing will perform, any and all inspections Purchaser deems necessary or appropriate for Purchaser to be satisfied with the acceptability of the purchase and sale and other transactions contemplated by this Agreement. Purchaser further acknowledges that any information provided or made available to Purchaser by Seller, or its officers, employees, agents, brokers, representatives, or others, including but not Ilimited to the Property Documents, was obtained from a variety of sources and that Seller has not made any independent verification of such information and, except for the Express Representations, makes no representations as to the accuracy or completeness of any such information, and such information was provided or made available solely as a courtesy, and that Purchaser has the sole responsibility for determining the existence or nonexistence of any fact material to Purchaser's decision to consummate the Agreement. Seller is not liable or bound in any manner by any oral or written statements (except for written statements of Seller prepared by Seller), representations, or information pertaining to the Property Documents and any of the Property, or the operation thereof, furnished by any real estate broker, agent, employee, servant, or other person. Purchaser acknowledges that, except for the Express Representations, the purchase of the Property is on an "AS -IS," "WHERE -IS," and "WITH ALL FAULTS" basis without any implied warranties, and upon consummating any such purchase, Purchaser accepts and agrees to bear all risks regarding all attributes and conditions, latent or otherwise, of the Property Documents and any of the Property acquired by Purchaser. By executing this Agreement, Purchaser hereby gives Seller, as a material inducement for Seller to enter into this Agreement, a full release of Seller, its shareholders, officers, directors, managers, members, employees, agents, affiliates, and representatives, for and from any and all claims or causes of action Purchaser may have now or in the future based upon the condition of the Property Documents, any of the Property, and all other matters pertaining thereto, except for claims and causes of action arising from the breach of the Express Representations. The provisions of this paragraph shall survive the consummation of any purchase and sale hereunder and not merge with the conveyance documents therefor. 13. Seller Disclosure Statute. PURSUANT TO RCW 64.06.010, PURCHASER HEREBY WAIVES THE RIGHT TO ANY SELLER DISCLOSURE STATEMENT WHICH WOULD OTHERWISE BE REQUIRED UNDER RCW CH. 64.06. FURTHERMORE, IN THE EVENT A SELLER'S DISCLOSURE STATEMENT OR ANY PORTION THEREOF IS REQUIRED UNDER RCW CH. 64.06, PURSUANT TO RCW 64.06.040(3), PURCHASER HEREBY WAIVES ANY RIGHT OF RESCISSION OF THIS AGREEMENT PURCHASER MIGHT OTHERWISE HAVE UNDER RCW CH. 64.06. 14. Possession. Purchaser shall be entitled to possession upon the Closing of this transaction. 15. Risk of Loss. Seller shall deliver the Property to Purchaser at Closing in substantially the same condition existing as of the Effective Date, except for reasonable wear and tear and any damage caused by Purchaser or any of Purchaser's agents, employees, consultants, contractors, subcontractors, or other representatives. Risk of loss or of damage to the applicable Property shall be borne by Seller until the Closing Date. Thereafter, Purchaser shall bear the risk of loss. In the event of loss of or damage to the Property, or a portion thereof, prior to the Closing Date PSA HealthPoint (Tukwila) 122320-1 Page 7 of 23 which exceeds five percent (5%) of the Purchase Price to repair or restore, as estimated by an independent consultant reasonably acceptable to Purchaser and Seller, Purchaser may terminate this Agreement and the Deposits shall be refunded to Purchaser, 16. Condemnation. If at any time prior to the Closing Date, there shall be a taking by eminent domain proceedings or the commencement of any such proceedings, with respect to the Property, Seller shall promptly give written notice thereof to Purchaser, and, if such taking by eminent domain proceedings would result in a Material Change, Purchaser shall have the right, at Purchaser's sole option, to terminate this Agreement by giving written notice to Seller within thirty (30) days after Purchaser receives written notice of such proceedings, in which event the Deposit shall be immediately refunded to Purchaser, and neither party hereto shall have any further duties, obligations or liabilities to the other, except as specifically provided herein. A "Material Change" means a taking that would result in (a) the Property not being in compliance with all laws, rules, and regulations, or (b) a diminution in value of the Property or a cost to restore the Property of more than five percent (5%) of the Purchase Price of the Property as estimated by an independent consultant reasonably acceptable to Purchaser and Seller. If Purchaser does not so terminate this Agreement, then at the Closing Seller shall assign to Purchaser all rights of Seller in and to any awards or other proceeds payable by reason of any taking, 17. Seiler Covenants 17.1. After the Effective Date, and until the Closing Date, 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 that would extend beyond the Closing Date, without Purchaser's prior written approval, which may be withheld in Purchaser's sole discretion, At Closing, there shall be no leases in effect with respect to the Property. 17.2. After the Effective Date, and until the Closing Date, Seller shall maintain the Property in substantially the same condition and quality as such was in at the time of the physical inspection of the Property by Purchaser, except for reasonable wear and tear and except for any damage caused by Purchaser or any of Purchaser's agents, employees, consultants, contractors, subcontractors, or other representatives, and subject to Section 15. 18, Closin Costs and Prorations. Costs of dosing the transaction shall be allocated between Seller and Purchaser as follows: 18.1. 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. 18.2, Purchaser shall pay: (i) the additional premium for the 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 Purchaser pursuant to the terms of this Agreement. 18.3. 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. PSA HeallthPont (Tukwila) 122320-1 Page 8 of 23 19. FIRPTA. Seller and Purchaser agree to execute and deliver any instrument, affidavit and statement, and to perform any acts reasonably necessary to carry out the provisions of the Foreign Investment in Real Property Tax Act (FIRPTA), IRC Section 1445 and regulations promulgated thereunder. 20. Closing Date. This transaction shall be closed (the "Closing") on or before the Closing Date at the offices of the Escrow Agent. Purchaser may select an earlier Closing Date upon at least five (5) business days' written notice to Seller and Escrow Agent. 21. Default. 21.1. Seller's Defaults; Purchaser'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 within five (5) business days after Seller's receipt of notice of default from Purchaser, Purchaser may elect only one of the following two remedies: (a) terminate this Agreement and receive a refund of all Deposits; or (b) enforce specific performance of this Agreement against Seller, including the right to recover attorneys' fees. 21.2. Purchaser's Defaults. Seller's Remedies. In the event of a breach by Purchaser of its pre -Closing or Closing obligations under this Agreement, which breach is not cured within five (5) business days after Purchaser's receipt of notice of default from Seller, Seller's sole remedy shall be to terminate this Agreement and retain all Deposits paid and any earnings thereon as liquidated damages, not as a penalty. PURCHASER 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 PURCHASER, THAT THE AMOUNT OF ALL DEPOSITS PAID IS A REASONABLE ESTIMATE OF SUCH ACTUAL DAMAGES, AND THAT SELLER'S REMEDY IN THE EVENT OF A BREACH BY PURCHASER SHALL BE TO RETAIN ALL DEPOSITS PAID AND ANY EARNINGS THEREON AS LIQUIDATED DAMAGES. 22. Attorneys' Fees. In any legal proceeding arising in connection with this Agreement (including without limitation any arbitration and appellate proceedings as well as any bankruptcy, reorganization, liquidation, receivership or similar proceeding) the non -prevailing party agrees to pay to the prevailing party all reasonable costs and expenses, including attorneys' fees and other legal costs, expended or incurred by the prevailing party in connection therewith (whether incurred before, during, or subsequent to any such action or proceeding). 23. Notices. Any notice, request, demand, instruction or other document required or permitted to be given or served hereunder or under any document or instrument executed pursuant hereto shall be in writing and shall be delivered personally, or by overnight express courier, or by email, or by facsimile transmission, and addressed to the parties at their respective addresses set forth below, and the same shall be effective upon receipt if delivered personally, or by email, or confirmed facsimile, or via overnight express courier. Notwithstanding the foregoing, any written communication (including email or fax) sent to a party, which is actually received by such party, shall constitute notice for all purposes of this Agreement. A party may change its address for receipt of notices by service of a notice of such change in accordance herewith: For Purchaser: HealthPoint 955 Powell Avenue SW Renton, WA 98056 Attn: Chief Executive Officer Email. lvohalemphealthpointchc.org PSA HealthPoint, (Tukwila) 122320-1 Page 9 of 23 with a copy to: For Seller with a copy to: Ogden Murphy Wallace PLLC. 901 Fifth Avenue, Suite 3500 Seattle, WA 98164 Attn: Steve Burgon E-mail: sburoonaomwlaw,com City of Tukwila Office of the City Clerk 6200 Southcenter Boulevard Tukwila, WA 98188 Email: Tukwila CityClearkAtukwi la. com Jameson Pepple Cantu PLLC 801 Second Avenue, Suite 700 Seattle, WA 98104 Attn: Jeffrey M. Hawkinson Email: jhawkinsonioclaw,com For Escrow Agent: As per Section 1.4. 24, Time, The parties acknowledge that time is of the essence for each time and date specifically set forth in this Agreement. In computing any period of time pursuant to this Agreement, if the final day of a period, act or event falls on a day which is not a business day, then such final day shall be postponed until the next business day, but the commencement date of the time periods based on such final day shall not be postponed. A business day shall mean Monday through Friday, excluding days designated as a postal holiday by the United States Postal Service, 25. Assignment Purchaser shall have the right to assign this Agreement to an Affiliate of Purchaser, upon written notice to Seller at least five (5) days prior to the Closing Date; provided, however, that any such assignment shall not release the original Purchaser from any obligation or liability under this Agreement arising before or after Closing, including without limitation Surviving Provisions, No other assign ent of this Agreement by Purchaser is permitted. As used in this Agreement, "Affiliate" means, as to any person or entity: (a) any other person or entity that, directly or indirectly, is in control of, is controlled by or is under common control with such person or entity; or (b) is a director, officer, shareholder, partner, member or associate of such person or entity, or of an Affiliate of such person or enfity. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise. 26. Right of First Refusal for Surplus Land. Purchaser and Seller acknowledge and agree that the intent of this Agreement is for the Property to be developed as a health center consisting of at least 20,000 square feet, which will offer a range of services including medical health and wellness, dental care, behavioral health services, medication management and pharmacy, and ancillary site improvements such as access roads, parking lots, and utility lines or facilities, and such other ancillary or complimentary uses as may be approved by Seller from time to time (collectively, the 'Health Center Development). If Purchaser elects not to lutilize any portion of the undeveloped land contained in the Property for purposes of the Health Center Development (such unutilized undeveloped land being referred to herein as the "Surplus Land), and if Purchaser elects to sell any portion of the Surplus Land as separate parcel(s) or tract(s), PSA HealthPoint (TukwHa) 1 22320-1 Page 10 of 23 Purchaser hereby grants to Seller a right of first refusal (the "ROFR") to purchase the Surplus Land for the period of time (the "ROFR Window() between the Closing Date and December 31, 2030, If at any time during the ROFR Window, Purchaser receives a bona fide written offer from a third party (other than an Affiliate of Purchaser) to purchase any Surplus Land in an arm's-length transaction (an "Offer"), then Purchaser may accept such Offer subject to Seller's ROFR. Within five (5) days of the date that Purchaser accepts such Offer, Purchaser shall notify Seller in writing' of such Offer, and Purchaser shall deliver to Seller a copy of all agreements evidencing such Offer. Seller shall have sixty (60) days after receiving such notice from Purchaser ("ROFR Period') to elect to exercise or decline Seller's ROFR. If Seller elects to exercise its ROFR, Seller shall notify Purchaser in writing within the ROFR Period, and Seller shall thereafter have the right to purchase the Surplus Land in accordance with the terms of the Offer, provided that if the purchase price in the Offer is greater than $5200 per square foot, the purchase price payable by Seller shall be the lesser of the purchase price in the Offer or $52.00 per square foot. If Seller elects not to exercise its ROFR or fails to provide written notice to Purchaser within the ROFR Period, Purchaser may sell the Surplus Land to the third -party pursuant to the terms of such Offer; provided, however, that in the event that there is a Variance (as defined below) from the Offer with respect to a sale to a third party, Seller's ROFR shall be reinstated pursuant to the terms of this Section THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING WITHOUT TIME LIMITATION, and Seller and Purchaser shall record against the Property at Closing a Memorandum evidencing Seller's ROFR. In connection with the sale of the Surplus Land by Purchaser to a third party buyer pursuant to an Offer in accordance with this Section, Seller's ROFR shall automatically and im ediately terminate and Seller shall cooperate with Purchaser or such third party, and sign any documents reasonably necessary, for the release of any recorded documents evidencing the ROFR. As used in this Agreement, "Variance" means any of the following: (i) a change in the composition of the Surplus Land to be sold; (11) the purchase price for the Surplus Land or portion thereof is less than ninety-five percent (95%) of the purchase price set forth in the Offer, (iii) the purchase price for the Surplus Land is to paid other than in cash, except to the extent such non-cash consideration was set forth in the Offer; (iv) any earnest money or other deposits are less than ninety-five percent (95%) of the earnest money or other deposits set forth in the Offer; or (v) any time periods for any contingencies are extended by more than thirty (30) days, unless such extension or other right to extend was set forth in the Offer. In the event that the ROFR is exercised, Purchaser and Seller shall enter into a purchase and sale agreement for the purchase and sale of the Property or portion thereof pursuant to the exercise of the ROFR on a commercially reasonable form to be mutually agreed upon and incorporating the terms of the Offer For avoidance of doubt, Purchaser and Seller agree that the RORF does not apply to any sale of any portion of the Property that is actually developed, constructed and used for the Health Center Development. 27. Purchase 0 hon. At Closing, Purchaser shall grant to Seller an option to purchase the Property ("Purchase Option"), by entering into an Option Agreement ("Option Agreement") at Closing on the form attached hereto as Exhibit B. The Purchase Option shall contain the following terms: (a) the purchase price for the Property shall be equal to the Purchase Price hereunder, (b) the Purchase Option may not be exercised by Seller unless, as of December 31, 2023, Purchaser has failed to submit a complete building permit application for a health center to be constructed on the Property which will consist of at least 20,000 square feet and which wiI offer a range of services including medical health and wellness, dental care, behavioral health services, medication management and pharmacy, (c) closing under the Purchase Option shall occur ninety (90) days from Seller's exercise of the Purchase Option, and (d) the term of the Purchase Option shall run until January 31, 2024. Seller and Purchaser shall record against the Property at Closing a Memorandum evidencing Seller's Purchase Option. PSA HeaIUiPont (Tukwila) 122320-1 Page 11 of 23 28. Governing Law and Venue. This Agreement shall be governed by and interpreted in accordance with Washington law. Any litigation arising out of or in connection with this Agreement shall be conducted in the county where the Property is located. 29. Headings, The headings of the paragraphs of this Agreement are inserted solely for the convenience of the parties, and are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof. 30. Entire Agreement. There are no verbal or other agreements which modify or affect this Agreement, and Purchaser and Seller agree that this Agreement constitutes the full and complete understanding between the Purchaser and Seller, 31. Survival, The representations and warranties set forth in Sections 10 and 11 of this Agreement shall be correct on the Closing Date. Any claim for a breach of such representations and warranties shall survive for one year after the Closing Date. Any claim for a breach of representation or warranty set forth in Sections 10 and 11 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 the first anniversary of 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 ti e, 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. 32. Counterparts. This agreement may be executed in counterparts each of which shall be deemed an original. Delivery of a facsimile or other copy of this Agreement has the same effect as delivery of an original. 33, Real Estate Commission. Seller shall indemnify Purchaser against, and hold Purchaser harmless from, any and all claims (and all expenses incurred in defending any such claims or in enforcing this indemnity, including attorneys' fees and court costs) by any broker or finder for a real estate commission or similar fee arising out of or in any way connected with any claimed relationship between such broker or finder and Seller. Purchaser shall indemnify Seller against, and hold Seller harmless from, any and all claims (and all expenses incurred in defending any such claims or in enforcing this indemnity, including attorneys' fees and court costs) by any broker or finder for a real estate commission or similar fee arising out of or in any way connected with any claimed relationship between such broker or finder and Purchaser. The provisions of this Section shall survive the Closing or the termination of this Agreement. 34. Termination of Offer. Submission of this Agreement by one party to the other shall constitute an offer to purchase or sell the Property on the terms and conditions set forth herein. This offer shall expire if the other party has not returned a fully executed copy hereof to the other party by 5:00 P.M.on the third business day after receipt. PSA HealthPoint (Tukwila) 122320-1 Page 12 of 23 SELLER: CITY OF TUKWILA, a munic pall corporation By: Name: A Title: Mayor Attest: By: Oh4e:at9 0.677(cth&9 Christy O'FlahertiL, City Clerk Approves as to form:, By: City Atto ey )4; Date: PSA HealthPo01 (Tukwila) 122320-1 Page 13 of 23 PURCHASER: HEALTHPOINT, a Washington public benefit corporation By: Date: December 23, 2020 Name: 1 iSA Ynhalem Title: Chief Executive PSA HealthPoint (Tukwila) 122320-1 Page 14 of 23 Exhibllt A to Purchase and Sale Agreement (Legal Description of Property) PARCEL A: THAT PORTION OF LOTS 12 AND 13, BLOCK 2 ADAMS HOME TRACTS, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 11 OF PLATS, PAGE 31, IN KING COUNTY, WASHINGTON, LYING EAST OF STATE ROAD NO. 1, NORTH OF A LINE 25 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOTS AND SOUTH OF A LINE 125 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF LOT 13, AND THE SOUTH 125 FEET OF THE WEST 60 FEET OF LOT 14, BLOCK 2, ADAMS HOME TRACTS, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 11 OF PLATS, PAGE 31, IN KING COUNTY, WASHINGTON, PARCEL B: THE SOUTH 25 FEET OF TRACTS 12 AND 13 AND THE NORTH 75 FEET OF TRACTS 24 AND 25, BLOCK 2 ADAMS HOME TRACTS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 11 OF PLATS„ PAGE 31, IN KING COUNTY, WASHINGTON; EXCEPT THOSE PORTIONS THEREOF CONVEYED TO THE STATE OF WASHINGTON FOR HIGHWAY BY DEEDS RECORDED UNDER RECORDING NUM ER 2014228 AND 2014230, PARCEL C: THE SOUTH 95 FEET OF THE NORTH 170 FEET OF LOTS 24 AND 25, BLOCK 2, ADAMS HOME TRACTS, ACCORDING TO THE PLAT THEREOF RECORDED INVOLUME 11 OF PLATS, PAGE 31, IN KING COUNTY, WASHINGTON EXCEPT THAT PORTION CONVEYED TO THE STATE OF WASHINGTON FOR HIGHWAY BY DEED RECORDED UNDER RECORDING NUMBER 2014228. PARCEL D: THE SOUTH 40 FEET OF THE NORTH 210 FEET OF LOTS 24 AND 25, BLOCK 2, ADAMS HOME TRACTS, ACCORDING TO THE PLAT RECORDED IN VOLUME 11 OF PLATS, PAGE 31, IN KING COUNTY, WASHINGTON; EXCEPT THAT PORTION THEREOF CONVEYED TO THE STATE OF WASHINGTON FOR HIGHWAY BY DEED RECORDED UNDER RECORDING NUMBER 2014228, PARCEL E: THE EAST 10 FEET OF LOT 24, BLOCK 2, ADAMS HOME TRACTS, ACCORDING TO THE PLAT RECORDED IN VOLUME 11 OF PLATS, PAGE 31, IN KING COUNTY, WASHINGTON, EXCEPT THE NORTH 210 FEET THEREOF PSA hPoint (Tukwila) 122320-1 Page 1 S of 23 EXHIBIT B Option Agreement OPTION TO PURCHASE REAL PROPERTY THS OPTION TO PURCHASE REAL PROPERTY ("Agreement') is entered into as of , 20_, by and between HealthPoint, a Washington public benefit corporation ("HealthPoint") and the City of Tukwila, a municipal corporation operating under the laws of the State of Washington as a non -charter code city ("Tukwila"). Agreement For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Property,. On or about the date of this Agreement, HealthPoint has purchased the real property ("Property") legally described on Exhibit A hereto from Tukwila, pursuant to a Purchase and Sale Agreement between HealthPoint and Tukwila ("PSA") dated as of December , 2020. 2. Grant of Purchase Option. HealthPoint hereby grants to Tukwila an option ("Option") to purchase the Property on the following terms and conditions. 3. Purchase Price. The purchase price ("Purchase Price") for the Property shall be Three Million, Eight Hundred Fifty Thousand Dollars ($3,850,000,00). 4, Condition to Exercise of Option. The Option may not be exercised by Seller unless, as of December 31, 2023, Purchaser has failed to submit a complete building permit application for a health center to be constructed on the Property which will consist of at least 20,000 square feet and which will offer a range of services including medical health and wellness, dental care, behavioral health services, medication management and pharmacy (the 4Condition"). 5. Term of Option. If not earlier exercised, the Option shall expire on January 31, 2024. 6. Exercise of Option. In order to exercise the Option, the Condition must be satisfied, and Tukwila must give written notice to HealthPoint exercising the Option on or before January 31, 2024. If such notice is given, the closing ("Closing") of the sale of the Property shall occur within ninety (90) days from the date the Option is exercised ("Closing Date"), 7. Closing. 7.1.Obligations of HealthPoint. On or prior to the Closing Date, HealthPoint shall deposit the following in escrow with Fidelity National Title Insurance Company ("Escrow Agent") for delivery in accordance with this Agreement at the Closing: 7,1.1. A Bargain and Sale Deed ("Deed"), conveying fee simple title to the Property to Tukwila fee and clear of all monetary liens and encumbrances other than non - delinquent real property taxes and assessments, but subject to all easements, covenants and restrictions of record as of the date of this Agreement and any other easements, covenants and restrictions of record which do not materially impair the use of the Property at its highest and best use (collectively, the "Permitted Exceptions"). PSA HealthPoint (Tukwila) 122320-1 Page 16 of 23 7,1.2 A Bill of Sale and Assignment of Intangible Property ("Bill of Sale") from HealthPoint for any tangible and intangible personal property included in the Property. The Bill of Sale shall include an assignment of all assignable permits and warranties benefitting the Property. 7.1.3. The affidavit referred to in Section 1445 of the Internal Revenue Code with all pertinent information from HealthPoint confirming that it is not a foreign person, trust, estate, corporation or partnership. 7.1.4. All affidavits, gap indemnity agreements and other documents reasonably required by the Title Company from HealthPoint as a condition to issuance of the Title Policy in the form required under this Agreement 7.1.5. Such other instruments as are contemplated by this Agreement to be executed or delivered by HealthPoint, reasonably required by Tukwila or the Title Company, or customarily executed in the jurisdictions in which the Property is located, to effectuate the conveyance of property similar to the Property, with the effect that, after the Closing, Tukwila will have succeeded to all of the right, title and interest of HealthPoint in and to the Property and HealthPoint will no longer have any right, title or interest therein. 7.2. Obli ations of Tukwila. On or prior to the Closing Date, Tukwila shall deposit the following in escrow with the Escrow Agent for delivery in accordance with this Agreement at the Closing: 7.2.1. The Purchase Price in immediately available funds. 7.2.2. Cash in an amount equal to Tukwila's share of prorations and closing costs. 7.2.3. Such other documents as the Escrow Agent Title Company or HealthPoint may reasonably require in order to close the sale of the Property to Tukwila as provided in this Agreement 7.3. Title Insurance. At the Closing, Tukwila shall be entitled to receive an ALTA standard coverage owner's policy of title insurance ("Title Policy") showing fee simple title to the Property vested in the City of Tukwila, subject to no exceptions other than standard printed exceptions in the form ALTA title policy and the Permitted Exceptions. The Title Policy shall be issued by Fidelity National Title Insurance Company ("Title Company"). 7.4. Closing Costs. At the Closing, the cost of the Title Policy, all transfer taxes imposed on the transfer of real property hereunder, and one-half the escrow fee charged by the Escrow Agent, shall be paid by HealthPoint and the remaining escrow fee and all recording charges, shall be paid by Tukwila. Any other closing costs shall be paid by HealthPoint or Tukwila in accordance with prevailing practice in Washington. 7.5, Prorations. All real estate taxes and assessments and all revenues and other expenses of the Property shall be prorated and apportioned as of the Closing Date, so that HealthPoint bears all expenses with respect to the Property and shall have the benefit of all income with respect to the Property prior to that date, and Tukwila bears all expenses with respect to the Property and shall have the benefit of all income with respect to the Property after that date. 7.6. Possession. Tukwila shall be entitled to possession of the Property on the Closing Date. PSA HealthiPoint (Tukwila) 122320-1 Page 17 of 23 8. No Assignment, This Agreement and the Option granted herein are personal to Tukwila and may not be assigned by Tukwila except to an Affiliate of Tukwila* 9. Affiliate. As used in this Agreement, an "Affiliate" means, as to any person or entity: (a) any other person or entity that, directly or indirectly, is in control of, is controlled by or is under common control with such person or entity; or (b) is a director, officer, shareholder, partner, member or associate of such person or entity, or of an Affiliate of such person or entity. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise. 10. Bindin. Effect. This Agreement and the Option granted herein shall run with the Property and be binding upon all successors and assigns of HealthPoint. 11. Recording. This Agreement shall not be recorded but a Memorandum of this Agreement shall be recorded in the real property records of King County, Washington. 12. Representations and Warranties. HealthPoint, acting through any of its duly empowered and authorized officers or agents, has all necessary entity power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by HealthPoint, is the legal, valid and binding obligation of HealthPoint, and neither this Agreement nor compliance with or fulfillment of the terms and conditions hereof will conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any agreement to which HealthPoint is a party or by which HealthPoint is otherwise bound, or any judicial order to which HealthPoint is a party or to which HealthPoint is subject. All documents to be executed by each of the parties hereto which are to be delivered at Closing (such delivering party, the "Delivering Party"), will, at the time of Closing, (i) be duly authorized, executed and delivered by the Delivering Party, (ii) be legal, valid and binding obligations of the Delivering Party, and (iii) not violate, to the best of the Delivering Party's knowledge, any provision of any agreement or judicial order to which the Delivering Party is a party or to which it is subject. Except for the representations and warranties set forth herein or in the documents delivered at Closing, HealthPoint disclaims the making of any representation or warranty, express or implied, regarding the Property or matters affecting the Property. 13. General Provisions. 13.1, Notices. All notices required or permitted hereunder shall be in writing and shall be given as follows: For Purchaser: with a copy to: PSA HealthPomt (Tuloida) 1122320-1 HealthPoint 955 Powell Avenue SW Renton, WA 98056 Attn: Chief Executive Officer Email: ivohalemhealthpointchc org Ogden Murphy Wallace P.L.L.C. 901 Fifth Avenue, Suite 3500 Seattle, WA 98164 Attn: Steve Burgon E-mail: sburgonpomwlaw*com Page 18 of 23 Tukwila: with a copy to: City of Tukwila Office of the City Clerk 6200 Southcenter Boulevard Tukwila, WA 98188 Email: TukwilaCityClerkatukwilawa.gov Jameson Pepple Cantu PLLC 801 Second Avenue, Suite 700 Seattle, WA 98104 Attn: Jeffrey M. Hawkinson Email: jhawkinsonaipclaw.com Any such notice shall be (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered one business day after deposit with such courier; or (b) served personally, in which case notice shall be deemed given on the date of such service, or (c) delivered by e-mail followed by delivery by personal service or nationally recognized courier service on the next business day after e-mail transmission, in which case notice shall be deemed to have been given on the date of e-mail transmission. The above addresses may be changed by written notice to the other party; provided that no notice of a change of address shall be effective until actual receipt of such notice. Legal counsel for HealthPoint and for Tukwila shall be entitled to give (but not to receive) notices on behalf of their respective clients. 13.2. Le al Ex enses. In the event of any claim or dispute arising out of this Agreement, the party that substantially prevails shall be awarded, in addition to all other relief, all legal fees and other costs and expenses incurred in connection with such claim or dispute; including without limitation those fees, costs, and expenses incurred with or without suit, and in any appeal, any proceedings under any present or future bankruptcy act or State receivership, and any post- judgment proceedings. 13.3. Time of Essence. Time is of the essence of each and every provision of this Agreement. 13.4. Ca tions. The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope of intent of this Agreement or any of the provisions hereof. 13.5. A. olicable Law. This Agreement shall be governed by and shall be construed and interpreted in accordance with the laws of the State of Washington. 13.6. Modification's. This Agreement may not be modified in any respect except by an instrument in writing and duly signed by the parties hereto. The parties agree that this Agreement contains all of the terms and conditions of the understanding between the parties hereto and that there are no oral understandings whatsoever between them. 13.7. Severability. If any portion of this Agreement becomes or is held to be illegal, null or void or against public policy, for any reason, the remaining portions of this Agreement will not be affected thereby and will remain in force and effect to the fullest extent permissible by law. 13.8. No Waiver. No waiver by Tukwila or HealthPoint of a breach of any of the terms, covenants or conditions of this Agreement by the other party will be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition herein contained, No waiver of any default by Tukwila or HealthPoint under this PSA HealthPoint (Tukwila) 122320-1 Page 19 or 2'3 Agreement will be implied from any omission by the other party to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect a default other than as specified in such waiver, The consent or approval by Tukwila or HealthPoint to or of any act by the other party requiring the consent or approval of the first party will not be deemed to waive or render unnecessary such party's consent or approval to or of any subsequent similar acts by the other party. 13.9. Waiver of Jur Trial, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, 13.10. No Partnership or Joint Venture. HealthPoint and Tukwila will not, by virtue of this Agreement, in any way or for any reason be deemed to have become a partner of the other in the conduct of its business or otherwise, or a joint venturer. In addition, by virtue of this Agreement there shall not be deemed to have occurred a merger of any joint enterprise between Tukwila and HealthPoint. [Signatures on following pages] PSA HealthPoint (Tukwila) 122320-1 Page 20 of 23 The parties hereto have executed this Agreement as of the date first above written. "HealthPoint" HealthPoint, a Washington public benefit corporation By: Name: Title: PSA HlealthPoint (Tukwila) 122320-1 Page 21 of 23 "Tukwila" CITY OF TUKWILA, a municipal' corporaton By: Name: Title: Mayor Attest: By: City Clerk Approved as to form: By: City Attorney PSA Heall1hPoint (Tukwila) 122320-1 Page 22 of 23 Exhibit A to Option Agreement (Legal Description of Property) PARCEL A: THAT PORTION OF LOTS 12 AND 13, BLOCK 2 ADAMS HOME TRACTS, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 11 OF PLATS, PAGE 31, IN KING COUNTY, WASHINGTON, LYING EAST OF STATE ROAD NO. 1, NORTH OF A LINE 25 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOTS AND SOUTH OF A LINE 125 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF LOT 13, AND THE SOUTH 125 FEET OF THE WEST 60 FEET OF LOT 14, BLOCK 2, ADAMS HOME TRACTS, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 11 OF PLATS, PAGE 31, IN KING COUNTY, WASHINGTON. PARCEL B: THE SOUTH 25 FEET OF TRACTS 12 AND 13 AND THE NORTH 75 FEET OF TRACTS 24 AND 25, ':LOCK 2 ADAMS HOME TRACTS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 11 OF PLATS, PAGE 31, IN KING COUNTY, WASHINGTON; EXCEPT THOSE PORTIONS THEREOF CONVEYED TO THE STATE OF WASHINGTON FOR HIGHWAY BY DEEDS RECORDED UNDER RECORDING NUMBER 2014228 AND 2014230. PARCEL C THE SOUTH 95 FEET OF THE NORTH 170 FEET OF LOTS 24 AND 25, BLOCK 2, ADAMS HOME TRACTS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 11 OF PLATS, PAGE 31, IN KING COUINTY, WASHINGTON; EXCEPT THAT PORTION CONVEYED TO THE STATE OF WASHINGTON FOR HIGHWAY BY DEED RECORDED UNDER RECORDING NUMBER 2014228.. PARCEL D:: THE SOUTH 40 FEET OF THE NORTH 210 FEET OF LOTS 24 AND 25, BLOCK 2, ADAMS HOME TRACTS, ACCORDING TO THE PLAT RECORDED IN VOLUME 11 OF PLATS; PAGE. 31, IN KING COUNTY, WASHINGTON; EXCEPT THAT PORTION THEREOF CONVEYED TO THE STATE OF WASHINGTON FOR HIGHWAY BY DEED RECORDED UNDER RECORDING NUMBER 2014228. PARCEL E:. THE EAST 10 FEET OF LOT 24, BLOCK 2, ADAMS HOME TRACTS, ACCORDING TO THE PLAT RECORDED IN VOLUME 11 OF PLATS,, PAGE 31, IN KING COUNTY, WASHINGTON; EXCEPT THE NORTH 210 FEET THEREOF. PSA HealthPoint (Tukwila) 122320-1 Page 23 of 23