Loading...
HomeMy WebLinkAbout08-133 - Boys and Girls Clubs of Thurston County - 5800 South 152nd Street Land Purchase Nf GVA Kidder Mathews CGPY:rglhl 1999 2005 GVA K MatheWS 1201 Pacific Avenue, Suite 1400 ft BtOkOFS AS&Xiatian fsutt, 5awwn M At" Roft Reseed Tacoma, WA CBA Forr, PSA Phone: (253) 383-5693 WOOLS Form No. 34 AddendaMrAmerkirrwTil to F S Fax: (253) 572-2648 Rev 1294 Page of ADIDENDUMIAMENDIVIENT TO PURCHASE AND SALE AGREEMENT r-BA Text t3isolai iter Text demo by lloensae kwicated by str*e, New text inserted by fir>--nseo irdicaied by 6matt capU letters. The following is part of the Purchase and Sale Agreement dated December 3. 2008. Between Bovs and Girls Clubs of Thurston County ('Seller") And Citv of Tukwila ('Buyer") regarding the sale of the Property known as 5800 South 152" Street. Tukwila. WA IT IS AGREED BETWEEN THE SELLER AND BUYER AS FOLLOWS. 1. This sale is subiect to City of Tukwila Council awrovil within thirty (30) days of mutual accentance, AGENT (COMPANY):— BY: ALL OTHER TERMS AND CONDITIONS of said Agreement remain unchanged. INITIALS: Buyer Date Seller Date Buyer Date Seller Date Reference Date: December 3. 2008 City of Tukwila ("Buyer agrees to buy and Boys and Girls Clubs of Thurston County "Seller agrees to sell, on the following terms, the commercial real estate and all improvements thereon (collectively, the "Property commonly known as 5800 South 152 Street in the City of Tukwila. King County, Washington, legally described on attached Exhibit A. The Reference Date above is intended to be used to reference this Agreement, and is not the date cif "Mutual Acceptance." Mutual Acceptance is defined in Section 23 below. 1. PURCHASE PRICE. The total purchase price is One Hundred Fifty Thousand and No /100 Dollars ($150.000.001 payable as follows (check only one): El All cash at closing with no financing contingency. All cash at closing contingent on new financing in accordance with the Financing Addendum (attach CBA Form PS_FIN). of the purchase price in cash at closing with the balance of the purchase price paid as follows (check one or both, as applicable): Buyer's assumption of the outstanding principal balance as of the Closing Date of a first lien note and deed of trust (or mortgage), or real estate contract, in accordance with the Financing Addendum (attach CBA Form PS_FIN); Buyer's delivery at closing of a promissory note for the balance of the purchase price, secured by a deed of trust encumbering the Property, in accordance with the Financing Addendum (attach CBA Form PS_FIN Other: 2. EARNEST MONEY. The eamest money in the amount of $5,000.00 shall be in the form of Gash 0 Personal check Promissory note (attached CBA Form EMN) Other: The earnest money shall be held by 0 Selling Licensee Closing Agent Buyer shall deliver the earnest money no later than: days after Mutual Acceptance. (l On the last day of the Feasibility Period defined in Section 5 below. Other: Selling Licensee may, however, transfer the earnest money to Closing Agent. If the earnest money is to be held by Setting Licensee and is over $10,000, it shall be deposited to: Selling Licensee's pooled trust account (with interest paid to the State Treasurer) A separate interest bearing trust account in Selling Licensee's name. The interest, if any, shall be credited at closing to Buyer. If this sale fails to close, whoever is entitled to the earnest money is entitled to interest. Selling Licensee shall deposit any check to be held by Selling Licensee within 3 days after receipt or Mutual Acceptance, whichever occurs later. Buyer agrees to pay financing and purchase costs incurred by Buyer. Unless otherwise provided in this Agreement, the earnest money shall be applicable to the purchase price. 3. EXHIBITS AND ADDENDA. The following Exhibits and Addenda are made a part of this Agreement: Exhibit A Legal Description Earnest Money Promissory Note. CBA Form EMN INITIALS: Buyer I 44 1 T GVA Kidder Mathews 1201 Pacific Avenue, Suite 1400 Tacoma, WA Phone: (253) 383 -5693 Fax (253) 572 -2648 COMMERCIAL INVESTMENT REAL ESTATE PURCHASE SALE AGREEMENT (CONTINUED) TS/x/leyaLV300 Soiilt, 152" Si PS to 1©OI! Date f g- baht Seller Buyer Date Seller Dale C Copyright 1999 -2005 Commercial Brokers Association All Rights Reserved CBA Forrn PS 1A ?urcrase Bale Agreement Rev. 7107 Page 1 of 13 Dale GVA Kidder Mathews 1201 Pacific Avenue, Suite 1400 Tacoma, WA Phone: (253) 383 -5693 Fax: (253) 572 -2648 COMMERCIAL INVESTMENT REAL ESTATE PURCHASE SALE AGREEMENT (CONTINUED) T S /cr/tega11 rJ l South 152 St PS to 1008 Promissory Note, LPB Form No. 28AiCBA Form N1 -A Short Form Deed of Trust, LPB Form No, 20 Deed of Trust hider, CBA Form DTR Utility Charges Addendum, CBA Form UA FIRPTA Certification, CBA Form 22E Assignment and Assumption, CBA Form PS -AS Addendum /Amendment, CBA Form PSA Back -Up Addendum, CBA Form BU -A Vacant Lend Addendum, CBA Form VLA Financing Addendum, CBA Form PS_FIN Tenant Estoppel Certificate, CBA Form PS_TEC Defeasance.Addendum, CBA Form PS_D Other Copynght 19Gg 2005 CornmercieA rirokers Association Ali Rights Reserved Cek Fenn PS iA Purrfr Salo Agee ,cnl Rev 7107 Pape 2 of 13 4. SELLER'S UNDERLYING FINANCING. Unless Buyer is assuming Seller's underlying financing, Seller shall be responsible for confirming the existing underlying financing is not subject to any lock out" or similar covenant which would prevent the lender's lien from being released at closing. in addition, Seller shall provide Buyer notice prior to the end of the Feasibility Period if Seller is required to substitute securities for the Property as collateral for the underlying financing (known as "defeasance If Seller provides this notice of defeasance to Buyer, then the parties shall close the transaction in accordance with the process described in GBA Form PS _D or any different process identified in Seller's defeasance notice to Buyer. 5. FEASIBILITY CONTINGENCY. Buyer's obligations under this Agreement are conditioned upon Buyer's satisfaction in Buyer's .sole discretion, concerning all aspects of the Property, including its physical condition; the presence of or absence of any hazardous substances; the contracts and leases affecting the property; the potential financial performance of the Property; the availability of government permits and approvals; and the feasibility of the Property for Buyer's intended purpose. This Agreement shall terminate and Buyer shall receive a refund of the earnest money unless Buyer gives written notice to Seller within thirty (3 ©1 days (30 days if not filled in) of Mutual Acceptance staling that this condition Is satisfied. If such notice is timely given, the feasibility contingency stated in this Section :5 shall be deemed to be satisfied, As used in this Agreement, the term 'Feasibility Period' shall mean the period beginning upon Mutual Acceptance and ending upon the satisfaction or waiver of the feasibility contingency. a. Books, Records, Leases, Agreements. Seller shall make available for inspection by Buyer and its agents within days (2 days if not filled in) after Mutual Acceptance 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: 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 and a suite -by- suite schedule of tenants, rents, prepaid rents, deposits and fees; plans, specifications, permits, applications, drawings, surveys, and studies; and maintenance records, accounting records and audit reports for the last three years and year to date; 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, Buyer shall determine within the Feasibility Period; (i) whether Seller will agree to terminate any objectionable Vendor Contracts; and (ii) whether Seller will agree to pay any damages or penalties resulting from the termination of objectionable Vendor Contracts. Buyer's waiver of the Feasibility Contingency shall be deemed Buyer's acceptance of all Vendor Contracts which Seller has not agreed in writing to terminate_ Buyer shall be solely respons for obtaining any required consents to such assumption and the payment of any assumption INITIALS: Buye}. J J Date 1 �I a N t7 0 Seller r Date F- Us Buyer Date Seller Date Kld' WarMwitic Rod Buyer Date GVA Kidder Mathews 1201 Pacific Avenue, Suite 1400 Tacoma, WA Phone: (253) 333 -5693 Fax: (253) 572 -2648 Seller Date Copyright 1993. 2005 Coeirnercial Brokers Assor.,abun AI! Rights Reserved CBA Form Pb 1A Purchase Sate AgreRniery Rev, 7/07 Page 3 of 13 COMMERCIAL INVESTMENT REAL ESTATE PURCHASE SALE AGREEMENT (C©NTiNUED) Mtv,Isfraii5800 ScruT r 02'' 51 PS l 4 1008 fees. Seller shall cooperate with Buyer's efforts to receive any such consents but shall not be required to incur any out -of- pocket expenses or liability in doing so. Seller shall transfer the Vendor Contracts as provided in Section 17 of this Agreement. Any leases, contract or agreements that run with title to the Properly are addressed in Section 6(b) below_ b. Access. Seller shall perrnit Buyer and its agents, al Buyer's sole expense and risk to enter the Property at reasonable times subject to the rights of and after legal notice to tenants, to conduct inspections concerning the Property and improvements, including without limitation, the structural condition of improvements, hazardous materials. pest infestation, soils conditions, sensitive areas, wetlands, or other matters affecting the feasibility of the Property for Buyers intended use Buyer shall schedule any entry onto the Property with Seller in advance and shall comply with Seller's reasonable requirements including those relating to security, confidentiality, and disruption of Seller's tenants. Buyer shall not perform any invasive testing including environmental inspections beyond a phase I assessment or contact the tenants or property management personnel without obtaining the Seller's prior written consent, which shall not be unreasonably withheld. Buyer shall restore the Property and improvements to the same condition they were in prior to inspection. Buyer shall be solely responsible for all costs of its inspections and feasibility analysis and has no authority to bind the Property for purposes of statutory liens. Buyer agrees to indemnify and defend Seller from all liens, costs, claims, and expenses, including attorneys' and experts' fees. arising from or relating to entry onto or inspection of the Property by Buyer and its agents. This agreement to indemnify and defend Seller shall survive closing. Buyer may continue to enter the Property in accordance with the foregoing terms and conditions after removal or satisfaction of the feasibility contingency only for the purpose of leasing or to satisfy conditions of financing. c. Buyer waives the right to receive a seller disclosure statement "Form 17 if required by Chapter 64.06 RCW, However, if Seller would otherwise be required to provide Buyer with a Form 17, and if the answer to any of the questions in the section of the Form 17 entitled 'Environmental° would be "yes," then buyer does not waive the receipt of the "Environmental" section of the Form 17 which shall be provided by Seller. 6. TITLE INSURANCE. a. Title Report. Seller authorizes Buyer, its Lender, Listing Agent, Selling Licensee and Closing Agent, at Seller's expense, to apply for and deliver to Buyer a Q standard extended (standard, If not completed) coverage owner's policy of title insurance. If an extended coverage owner's policy is specified, Buyer shall pay the increased costs associated with that policy .including the excess premium over that charged for a standard coverage policy, and the cost of any survey required by the title insurer. The title report shall be issued by Chicano Title (Seller's choice, if not completed). b, Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the title report or any supplemental report within the earlier of: (1) twenty (20) days after mutual acceptance of this Agreement; or (2) the expiration of the Feasibility Period. This Agreement shall terminate and Buyer shall receive a refund of the earnest money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer's notice of such objections (1) Seller agrees to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does not agree to remove. if any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Buyer's notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller's response or Buyer's waiver must be delivered within two (2) days of Buyer's notice of objections. The dosing date shall be extended to the extent necessary to permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust Liens, or the statutory lien for real property taxes, and the same shall not be deemed to be Permitted Exceptions; provided that the lien securing any financing which Buyer has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the INITIALS: Buyers vt. 4 Date J M Seller Date f y GVA Kidder Mathews 1201 Pacific Avenue, Suite 1400 Tacoma, WA Phone: (253) 383 -5693 Fax: (253) 572 -2648 COMMERCIAL INVESTMENT REAL ESTATE PURCHASE SALE AGREEMENT (CONTINUED) T&'crllugal South 151'` SI PS 1A /008 "Permitted Exceptions." Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out -of- pocket expenses or liability other than payment of monetary encumbrances not assumed by Buyer and proration of real property taxes, and Seller shall provide an owner's affidavit containing the information and reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted Exceptions. 7. CLOSING OF SALE. This sale shall be closed en within sixty (60) days of mutual acceptance, "closing by Chicago Title and Escrow (Closing Agent') (Seller shall select the Closing Agent, if not completed). Buyer and Seller shall deposit with Closing Agent by Noon on the scheduled closing date all instruments and monies required to complete the purchase in accordance with this Agreement. "Closing" shall be deemed to have occurred when the deed is recorded and the sale proceeds are available to Seller. Time is of the essence in the performance of this Agreement. Sale proceeds shall be considered available to Seller notwithstanding they may not be disbursed to Seller until the first business day following closing. Notwithstanding the foregoing, if Seller informed Buyer during the Feasibility Period that Seller's underlying financing requires that it be defeased and may not be paid off, then dosing shall be conducted in accordance with the three -day closing process described in CBA Form PS_D. This Agreement is intended to constitute escrow instructions to Closing Agent. Buyer and Seller will provide any supplemental instructions requested by Closing Agent provided the same are consistent with this Agreement. 8. CLOSING COSTS AND PRORATIONS. Seller shall deliver an updated rent roll to Closing Agent not later than two (2) days before the scheduled closing date in the form required by Section 5(a) and any other information reasonably requested by Closing Agent to allow Closing Agent to prepare a settlement statement for closing. Seller certifies that the information contained in the rent roil is correct as of the date submitted. Seller shall pay the premium for the owner's standard coverage title policy. Buyer shall pay the excess premium attributable to any extended coverage or endorsements requested by Buyer, and the cost of any survey required in connection with the same. Seller and Buyer shall each pay one -half of the escrow fees. Real estate excise taxes shall be paid by the party who bears primary responsibility for payment under the applicable statute or code. which is typically Seller. Real and personal property taxes and assessments payable in the year of closing; collected rents on any existing tenancies; interest; utilities; and other operating expenses shall be pro -rated as of closing. If tenants pay any of the foregoing expenses directly, then Closing Agent shall only pro rate those expenses paid by Seller. Buyer shall pay to Seller at closing an additional sum equal to any utility deposits or mortgage reserves for assumed financing for which Buyer receives the benefit after dosing. Buyer shall pay all costs of financing including the premium for the lender's title policy. The real estate commission is due on closing or upon Seller's default under this Agreement, whichever occurs first, and neither the amount nor due date thereof can be changed without Listing Agent's written consent. if the Property was taxed under a deferred classification prior to closing, then Seller shall pay all taxes, interest, penalties, deferred taxes or similar items which result from removal of the Property from the deferred classification. At closing, all refundable deposits on tenancies shall be credited to Buyer or delivered lo Buyer for deposit in a trust account If required by state or local law. Buyer shall pay all sales or use tax applicable to the transfer of personal properly included in the sale. a. Unpaid Utility Charges. Buyer and Seller WAIVE DO NOT WAIVE the right to have the Closing Agent disburse closing funds necessary to satisfy unpaid utility charges affecting the Property pursuant to RCW 60.80. If "do not waive" is checked, then attach GBA Form UA "Utility Charges" Addendum). if neither box is checked, then the "do not waive" option applies. 9. POST CLOSING ADJUSTMENTS, COLLECTIONS, AND PAYMENTS. After closing, Buyer and Seller shall reconcile the actual amount of revenues cr liabilities upon receipt or payment thereof to the extent those items were prorated or credited at closing based upon estimates. Any bills or invoices received by Buyer after closing which relate to services rendered or goods delivered to the Seller or the f Pro erty prior to closing shall be paid by INITIALS: Buyer �J r7 Date (DI a I D Seller !r^� A Date -f e-© 8 Buyer Date Seller Date Copynght 13 2D05 Commercial Bakers Assocoafion All Ri Reserved CBA Form PS 1A Fruc:hase Sate Agreement Rev. 7707 Page 4 of 13 c H INITIALS: Buyer GVA Kidder Mathews 1201 Pacific Avenue, Suite 1400 Tacoma, WA Phone: (253) 383 -5693 Fax: (253) 572 -2648 COMMERCIAL INVESTMENT REAL ESTATE PURCHASE SALE AGREEMENT (CONTINUED) TS/crilegat 800 South 757'' Sf PS_ 1A 1008 Seller upon presentation of such bill or invoice, At Buyer's option, Buyer may pay such bill or invoice and be reimbursed the amount paid plus interest at the rate of 12% per annum beginning fifteen (15) days from the date of Buyer's written demand to Seller for reimbursement until such reimbursement is made Notwithstanding the foregoing, if tenants pay certain expenses based on estimates subject to a post closing reconciliation to the actual amount of those expenses, then Buyer shall be entitled to any surplus and shall be liable for any credit resulting from the reconciliation. Rents collected from each tenant after closing shall be applied first to rentals due most recently from such tenant for the period after closing, and the balance shall be applied for the benefit of Seller for delinquent rentals owed for a period prior to closing. The amounts applied for the benefit of Seller shall be turned over by Buyer to Seller promptly after receipt. Seller shall be entitled to pursue any lawful methods of collection of delinquent rents but shall have no right to evict tenants after closing 10. OPERATIONS PRIOR TO CLOSING. Prior to closing, Seller shall continue to operate the Property in the ordinary course of its business and maintain the Property in the same or better condition than as existing on the date of Mutual Acceptance, but shall not be required to repair material damage from casualty except as otherwise provided in This Agreement. After the Feasibility Period, Seller shall not enter into or modify existing rental agreements or leases (except that Seller may enter into, modify, extend. renew or terminate residential rental agreements or residential leases in the ordinary of its business), service contracts, or other agreements affecting the Property which have terms extending beyond closing without first obtaining Buyers consent, which shall not be unreasonably withheld. 11. POSSESSION. Buyer shall be entitled to possession D. on closing (on closing, if not completed). Buyer shall accept possession subject to all tenancies disclosed to Buyer during the Feasibility Period, 12. SELLER'S REPRESENTATIONS. Except as disclosed to or known by Buyer prior to the satisfaction or waiver of the feasibility contingency stated in Section 5 above. including in the books, records and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller represents to Buyer that, to the best of Seller's actual knowledge, each of the following is true as of the date hereof: (a) Seller is authorized to enter into the Agreement, to sell the Property. and to perform its obligations under the Agreement; (b) The books, records, leases, agreements and outer items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding the operation and condition of the Property; (c) Seller has not received any written notices that the Property or the business conducted thereon violate any applicable laws. regulations, codes and ordinances; (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after closing; (f) There is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries of any planned or authorized local improvement district; (g) Seller has paid (except to the extent prorated at closing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 8 above) attributable to the period prior to closing which, if not paid, could constitute a Tien on Property (including any personal property), or for which Buyer may be held liable after closing; (h) Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer in writing during the Feasibility Period; (i) There are no Hazardous Substances (as defined below) currently located in, on, or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Property; and there is no pending or threatened investigation or remedial action by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Law at the Property. As used herein, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance. hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance that could cause actual or suspected Date a1aR �Og Setter t Buyer Date Seller Date x Copyright 1059 2005 Commercial Brokers Asso All Rights Reserved C9A Form PS 1R Purchase 8. Sate Agreement Rev 7/07 Page 5 at 13 Date 1 47s INITIALS: Buyer Buyer GVA Kidder Mathews 1201 Pacific Avenue, Suite 1400 Tacoma, WA Phone: (253) 383 -5693 Fax: (253) 572 -2648 COMMERCIAL INVESTMENT REAL ESTATE PURCHASE SALE AGREEMENT (CONTINUED) TS/triiegai 5800 South 152" St PS_ 1A 1008 vtti Date JA-1.2_.q/0 Date Seller Date 0 Copyright 1999 2005 Commercial Brokers A9soctarton All Rights Reserved CBA Form PS to Purchase Sate A Rev. 7 Page s ot 1a Setter Date -70-de c harm to human health or the environment "Environmental Law The term 'Hazardous Substances" specifically includes, but is not limited to, petroleum, petroleum by- products, arid asbestos. If prior to closing Seller or Buyer discovers any information which would cause any of the representations above to be false if the same were deemed made as of the date of such discovery, then the party discovering the same shall promptly notify the other party in writing, If the newly discovered information will result in costs or liability to Buyer in excess of the lesser of $100,000 or five percent (5 of the purchase price, or will materially adversely affect Buyers intended use of the Property, then Buyer shall have the right to terminate the Agreement and receive a refund of its earnest money provided Buyer elects to do so within five (5) days of discovering) or receiving written notice of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seiler had actual knowledge of the newly discovered information such that a representation provided for above was false. 13. AS-IS. Except for those representations and warranties specifically included In this Agreement: (1) Seller makes no representations or warranties regarding the Property; (if) Seller hereby disclaims, and Buyer hereby waives, any and all representations or warranties of any kind, express or implied, concerning the Property or any portion thereof, as to its condition, value, compliance with laws, status of permits or approvals, existence or absence of hazardous material on site, occupancy rate or any other matter of similar or dissimilar nature relating in any way to the Property, including the warranties of fitness of a particular purpose, tenantability, habitability and use; (iii) Buyer otherwise takes the Property 'AS iS;" and (iv) Buyer represents and warrants to Seller that Buyer has sufficient experience and expertise such that it is reasonable for Buyer to rely on Its own pre closing inspections and investigations. 14. PERSONAL PROPERTY. a. This sale Includes all right, title and interest of Seller to the following tangible personal property: None That portion of the personal property located on and used in connection with the Property, which Seiler will itemize in an Addendum to be attached to this Agreement within ten (10) days of Mutual Acceptance (None, if not completed). The value assigned to the personal property shall be (if not completed, the County- assessed value if available, and if not available, the fair market value determined by an appraiser selected by the Listing Agent and Selling licensee), Seller warrants title to, but not the condition of, the personal property and shall convey it by bill of sale. b. In addition to the leases and Vendor Contracts assumed by Buyer pursuant to Section 5(a) above, tills sale includes all right, title and interest of Seller to the following intangible property now or hereafter existing with respect to the Property including without limitation: all rights -of -way, rights of ingress or egress or other interests in, on, or to, any land, highway, street, road, or avenue, open or proposed, in, on, or across, in front of, abutting or adjoining the Property; all rights to utilities serving the Property; all drawings, plans, specifications and other architectural or engineering work product; all governmental permits, certificates, licenses, authorizations and approvals; all rights, claims, causes of action, and warranties under contracts with contractors, engineers, architects, consultants or other parties associated with the Property; all utility, security and other deposits and reserve accounts made as security for the fulfillment of any of Seller's obligations; any name of or telephone numbers for the Property and related trademarks, service marks or trade dress; and guaranties, warranties or other assurances of performance received, 15. CONDEMNATION AND CASUALTY. Seller bears all risk of loss until closing. and thereafter Buyer shall bear the risk of loss. Buyer may terminate this Agreement and obtain a refund of the eamest money if improvements on the Property are destroyed or materially damaged by casualty before closing, or if condemnation proceedings are commenced against all or a portion of the Property before closing. Damage will be considered material If the cost of repair exceeds the lesser of $1.00,000 or five percent (5 of the purchase price stated in this Agreement. Alternatively, Buyer may elect to proceed With closing in which case at closing Seller shall assign to Buyer all GVA Kidder Mathews 1201 Pacific Avenue. Suite 1400 Tacoma, WA Phone: (253) 383-5693 Fax: (253) 572 -2648 COMMERCIAL INVESTMENT REAL ESTATE PURCHASE SALE AGREEMENT tOONTINUED) Tskrteget/ 9t7Q South 157" St PS 7A 1000 C Copyright 1999 -2005 Commerryai Brokers Assmieeert All Rights Reserved GSA Form PS_IA Purchase Sate Agreement Rev. 7'07 Page 7 of 13 claims and right to proceeds under any property insurance policy and shall credit to Buyer at closing the amount of any deductible provided for in the policy. 16. FiRPTA TAX WiTHHOLDING AT CLOSING. Closing Agent is instructed to prepare a certification (CBA or NWMLS Form 22E, or equivalent) that Seller is not a "foreign person" within the meaning of the Foreign Investment in Real Property Tax Act. Seller agrees to sign this certification. If Seiler is a foreign person, and this transaction is not otherwise exempt from FIRPTA, Closing Agent is instructed to withhold and pay the required amount to the Internal Revenue Service. 17, CONVEYANCE. Title shall be conveyed by a Statutory Warranty Deed subject only to the Permitted Exceptions. If this Agreement is for conveyance of Seller's vendee's interest in a Real Estate Contract, the Statutory Warranty Deed shall include a contract vendee's assignment sufficient to convey after acquired title. Al closing, Seller and Buyer shall execute and deliver to Closing Agent CBA Form No. PS -AS Assignment and Assumption Agreement transferring all leases and Vendor Contracts assumed by Buyer pursuant to Section 5(a) and all intangible property transferred pursuant to Section 14(b). 18. NOTICES AND COMPUTATION OF TiME. Unless otherwise specified, any notice required or permitted in, or related to, this Agreement (including revocations of offers and counteroffers) must be in writing. Notices to Seller must be signed by at least one Buyer and must be delivered to Seller and Listing Agent with a courtesy copy to any other party identified as a recipient of notices in Section 28 of this Agreement. A notice to Seller shall be deemed delivered only when received by Seller, Listing Agent. or the licensed office of Listing Agent. Notices to Buyer must be signed by at least one Seller and must be delivered to Buyer with a copy to Selling Licensee with a courtesy copy to any other party identified as a recipient of notices in Section 28 of this Agreement, A notice to Buyer shall be deemed delivered only when received by -Buyer, Selling licensee, or the licensed office of Selling Licensee. Selling Licensee and Listing Agent have no responsibility to advise of receipt of a notice beyond either phoning the represented party or causing a copy of the notice to be delivered to the party's address provided in this Agreement. Buyer and Seller must keep Selling Licensee and Listing Agent advised of their whereabouts to receive prompt notification of receipt of a notice. If any party is not represented by a licensee, then notices must be delivered to and shall be effective when received by that party. Unless otherwise specified in this Agreement, any period of time in this Agreement shall mean Pacific Time and shall begin the day after the event starting the period and shall expire at 5 :00 p.m. of the last calendar day of the specified period of time, unless the last day is a Saturday, Sunday o; iegat holiday as defined in RCW 1.16 050, in which case the specified period of time shall expire on the next day that is not a Saturday, Sunday or legal holiday. Any specified period of five (5) days or less shall not include Saturdays, Sundays or legal holidays, Notwithstanding the foregoing, references to specific dates or times or number of hours shall mean those dates, times or number of hours. 19. AGENCY DISCLOSURE. At the signing of this Agreement, Selling Licensee represented and the Listing Agent Ted Sioita. CCIM and Evan Parker of GVA Kidder Mathews represented Seller. If Selling Licensee and Listing Agent are different salespersons affiliated with the same Broker, then Seller and Buyer confirm their consent to Broker acting as a dual agent. If Selling Licensee and Listing Agent are the same person representing both parties, then Seller and Buyer confirm their consent to that person and his/her Broker acting as dual agents. If Selling Licensee, Listingg Agent, or their Broker are dual agents, then Seller and Buyer 4 INITIALS; Buyer J Date P4Z'iOO Seller ft Date a N Buyer Date Seller Date A COMMERCIAL INVESTMENT REAL ESTATE PURCHASE SALE AGREEMENT (CONTINUED) TS'cpiegeU5800 Sarth 752" St PS_7A 7008 consent to Selling Licensee, Listing Agent and their Broker being compensated based on a percentage of the purchase price or as otherwise disclosed on an attached addendum. Buyer and Seller confirm prior receipt of the pamphlet entitled The Law of Real Estate Agency." 20. ASSIGNMENT. Buyer Et may may not (may not, if not completed) assign this Agreement, or Buyer's rights hereunder, without Seller's prior written consent, unless provided otherwise herein. If the may not" option is selected and the words "and/or assigns" or similar words are used to identify the Buyer, then this Agreement may be assigned with notice to Seiler but without Seller's consent only to an entity which is controlled by or under common control with the Buyer identified in this Agreement. Any other assignment requires Seller's consent. The party identified as the initial Buyer shall remain responsible for those obligations of Buyer stated in this Agreement notwithstanding any assignment and, if this Agreement provides for Seller to finance a portion of the purchase price, then the party identified as the initial Buyer shall guarantee payment of the Seller financing. 21. DEFAULT AND ATTORNEY'S FEE. a. Buyer's default. In the event Buyer fails, without legal excuse, to complete the purchase of the Property, then (check one): Seller may terminate this Agreement and keep the earnest money as liquidated damages as the sole and exclusive remedy available to Seller for such failure; or Seller may, at its option. (a) terminate this Agreement and keep as liquidated damages the earnest money as the sole and exclusive remedy available to Seller for such failure, (b) bring suit against Buyer for Seller's actual damages. (c) bring suit to specifically enforce this Agreement and recover any incidental damages, or (d) pursue any other rights or remedies available at law or equity. b. Seller's default. In the event Seller fails. without legal excuse, to complete the sale of the Property. then (check one) Eg As Buyer's sole remedy, Buyer may either (a) terminate this Agreement and recover all earnest money or fees made by Buyer whether or riot the same are identified as refundable or applicable to the purchase price; or (b) bring suit to specifically enforce this Agreement and recover incidental damages provided Buyer must file suit within sixty (60) days of the scheduled date of closing or any earlier date Seller has informed Buyer in writing that Seller will not proceed with closing; or Buyer may, at its option. (a) bring suit against Seller for R.uyer's actuai damages, (b) bring suit to specincaily enforce this Agreement and recover any incidental damages. or (c) pursue any other rights or remedies available at law or equity. Neither Buyer nor Seller may recover consequential damages such as lost profits. If Buyer or Seller institutes suit against the other concerning this Agreement. the prevailing party is entitled to reasonable attorneys' fees and expenses. In the event of trial, the amount of the attorney's fee shall be fixed by the court. The venue of any suit shall be the county in which the Property is located, and this Agreement shall be governed by the laws of the state where the Property is located. 22. MISCELLANEOUS PROVISIONS. a. Complete Agreement. The Agreement and any addenda and exhibits to it state the entire understanding of Buyer and Seller regarding the sale of the Property. There are no verbal or other written agreements which modify or affect the Agreement. b. Counterpart Signatures. The Agreement may be signed In counterpart, each signed counterpart shall be deemed an original, and all counterparts together shall constitute one and the same agreement. c. Electronic Delivery. Electronic delivery of documents (e.g., transmission by facsimile or email) including signed offers or counteroffers and notices shall be legally sufficient to bind the party the same as delivery of an `�r INITIALS: Buy 7 t Date W�� S Seller G ',�I Date J Buyer Date 5elter Date GVA Kidder Mathews 1201 Pacific Avenue, Suite 1400 Tacoma, WA Phone: (253) 383 5693 Fax: (253) 572 -2648 C Copyright 1999 2005 Gon,rnercial Brokers Association All Rights Reserved CBA Form PSi A PJrcna u Sale Agre:.rent Rev. 7 Page a of 13 itdt7tALS: Buye12/ /1 1 Date Buyer Date GVA Kidder Mathews 1201 Pacific Avenue, Suite 1400 Tacoma, WA Phone: (253) 383 -5693 Fax: (253) 572 -2648 COMMERCIAL. INVESTMENT REAL ESTATE PURCHASE SALE AGREEMENT (CONTINUED) rSicraogav5800 South 152"" SI PS_ 1A 1008 original. At the request of either party, or the Closing Agent, the parties will replace electronically delivered offers or counteroffers with original documents_ d. Section 1031 Like -Kind Exchange. if either Buyer or Seller intends for this transaction to be a part of a Section 1031 like -kind exchange, then the other party agrees to cooperate in the completion of the like -kind exchange so long as the cooperating party incurs no additional liability in doing so, and so long as any expenses (including attorneys fees and costs) incurred by the cooperating party that are related only to the exchange are paid or reimbursed to the cooperating party at or prior to closing. Notwithstanding Section 20 above, any party completing a Section 1031 like -kind exchange may assign this Agreement to its qualified intermediary or any entity set up for the purposes of completing a reverse exchange. 23. ACCEPTANCE; COUNTEROFFERS. Seller has until midnight of December 9. 2 008 (if not filled in, the third business day following the last Buyer signature date below) to accept this offer, unless sooner withdrawn. if this offer is not timely accepted, it shall lapse and the earnest money shall be refunded to Buyer. if either party makes a future counteroffer, the other party shall have until 5:00 p.m. on the business day (if not filled in, the second business day) following its receipt to accept the counteroffer, unless sooner withdrawn. if the counteroffer is not timely accepted or countered, this Agreement shall lapse and the eamest money shall be refunded to the Buyer. No acceptance, offer or counteroffer from the Buyer is effective until a signed copy is received by the Seller, the Listing Agent or the licensed office of the Listing Agent. No acceptance, offer or counteroffer from the Seller is effective until a signed copy is received by the Buyer, the Selling Licensee or the licensed office of the Selling Licensee. "Mutual Acceptance" shall occur when the last counteroffer is signed by the offeree, and the fully- signed counteroffer has been received by the offeror, his or her licensee, or the licensed office of the licensee. if any party is not represented by a licensee, then notices must be delivered to and shall be effective when received by that party. 24. INFORMATION TRANSFER. in the event this Agreement Is terminated, Buyer agrees to deliver to Seller within ten (10) days of Seller's written request copies of all materials received from Seller and any non privileged plans, studies, reports, inspections, appraisals, surveys, drawings, permits, application or other development work product relating to the Property in Buyer's possession or control as of the date this Agreement is terminated, 25. CONFIDENTIALITY. Until and unless closing has been consummated, Buyer and Seller shall follow reasonable measures to prevent unnecessary disclosure of information obtained in connection with the negotiation and performance of this Agreement. Neither party shall use or knowingly permit the use of any such information in any manner detrimental to the other party. q2- Vo4s' Seller Date Seller pate Copyright 1999 2995 Commercial Brokers Associet on All Rights Reserved C8A Form PS1 A Purchase E Sale Agreornent Rev 7.'07 Page 9 of 13 Saint GVA Kidder Mathews 1201 Pacific Avenue, Suite 1400 Tacoma. WA Phone: (253) 383-5693 Far.: (253) 572 -2648 COMMERCIAL INVESTMENT REAL ESTATE PURCHASE SALE AGREEMENT (CONTINUED) TS/crTega!15800 South 157 S! PS 1A WM 26. SELLER'S ACCEPTANCE AND BROKERAGE AGREEMENT. Seller agrees to sell the Properly on the terms and conditions herein, and further agrees to pay a commission in a total amount computed in accordance with the listing or commission agreement. If there is no written listing or commission agreement, Seller agrees to pay a commission of 6% of the sales price or The commission shall be apportioned between Listing Agent and Selling Licensee as specified In the listing or any co- brokerage agreement. If there is no listing or written co- brokerage agreement, then Listing Agent shall pay to Selling Licensee a commission of of the sales price or Seller assigns to Listing Agent and Selling Licensee a portion of the sales proceeds equal to the commission If the earnest money is retained as liquidated damages, any costs advanced or committed by Listing Agent or Selling Licensee for Buyer cr Seller shall be reimbursed or paid therefrom; and the balance shall be paid one -half to Seller and one -half to Listing Agent and Selling Licensee according to the listing agreement and any co- brokerage agreement. In any action by Listing Agent or Selling Licensee to enforce this Section, the prevailing party is entitled to reasonable attorneys' fees and expenses. Neither Listing Agent nor Selling Licensee are receiving compensation from more than one party to this transaction unless disclosed on an attached addendum, in which case Buyer and Seller consent to such compensation. The Property described in attached Exhibit A, is commercial real estate. Notwithstanding Section 25 above, the pages containing this Section, the parties` signatures and an attachment describing the Property may be recorded. 27. LISTING AGENT AND SELLING LICENSEE DISCLOSURE. EXCEPT AS OTHERWISE. DISCLOSED IN WRITING TO BUYER OR SELLER, THE SELLING LICENSEE, LISTING AGENT, AND BROKERS HAVE NOT MADE ANY REPRESENTATIONS OR WARRANTIES OR CONDUCTED ANY INDEPENDENT INVESTIGATION CONCERNING THE LEGAL EFFECT OF THIS AGREEMENT, BUYER'S OR SELLER'S FINANCIAL STRENGTH, BOOKS, RECORDS, REPORTS, STUDIES, OR OPERATING STATEMENTS, OR OTHER MA I I tRS RELATING TO THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE PROPERTY'S ZONING, BOUNDARIES, AREA, COMPLIANCE WITH APPLICABLE LAWS (INCLUDING LAWS REGARDING ACCESSIBILITY FOR DISABLED PERSONS), OR HAZARDOUS OR TOXIC MATERIALS INCLUDING MOLD OR OTHER ALLERGENS. SELLER AND BUYER ARE EACH ADVISED TO ENGAGE QUALIFIED EXPERTS TO ASSIST WITH THESE DUE DILIGENCE AND FEASIBILITY MATTERS, AND ARE FURTHER ADVISED TO SEEK INDEPENDENT LEGAL AND TAX ADVICE RELATED TO THIS AGREEMENT. INITIALS: Buyer 4 Date Buyer Date t /o Seller C Copyright 1999 2005 Commercial Brokers Association All Rights Reserved Seller Date CBA Form PS_1A Purchase- Sale Agreement Rev. 7/07 Page 10 of 13 Date eg GVA GVA Kidder Mathews 1201 Pacific Avenue. Suite 1400 Tacoma, WA Phone: (253) 383-5693 Fax: (253) 572-2648 COMMERCIAL INVESTMENT REAL ESTATE PURCHASE SALE AGREEMENT (CONTINUED) TSicrliegaZ800 Sourn 10t SI PS 1008 28. IDENTIFICATION OF THE PARTIES. The following is the contact information for the parties involved in this Agreement: Buyer Seller Contact: Bruce Fletcher Contact: Address: Address: Business Phone: 206/672343 Business Phone: Mobile Phone: Mobile Phone: Fax: Fax: Email: Email: Selling Licensee Listina /Went Copynght 1999 2005 Cornmertial Brokers Association All Rights Reserimi CBA Form PS_i A Phrchase 8 Sate Agreefnen1 Rov 7/07 Pago 11 of 13 Name: Name: Ted Sioila, CCIM and Evan Parker Address: Address: 1201 Pacific Avenue. Suite 1400 Business Phone: Business Phone: 253.722.1422 or 360.705.0174 Mobile Phone: Mobile Phone: Email: Email: tsioilaovakm.com or eparkeraavakm Fax: Fax: 253.722.1409 MLS Office No.: MIS Office No.: Courtesy Copy of Notices to Buyer to: Courtesy Copy of Notices to Seller to: Name: Name: Address: Address: Business Phone: Business Phone: Fax: Fax: Mobile Phone: Mobile Phone: Email: Email: INITIALS: Buyer A-I, Buyer Date D ate l -qa q /o& Seller Seller Date Date W—dE Buyer Date signed A IC IN WITNESS WHEREOF, the parties have signed this Agreement intending to be bound. Buyer City of Tukwila Trr►1 rt4 Buyer Bu er Printed name a nd'tyre of entity Printed name and type of entity Signs Date sig -VY� (boy c29 i 02008 Seller Bovs and Girls Clubs of Thurston County y r ted name and type of entity Printed name and type of entity Seller. 1/64-4 �'_-'f Seller Signature and title Signature and title INITIALS: Buyer I l� TT Date 14 Buyer Date GVA Kidder Mathews 1201 Pacific Avenue, Suite 1400 Tacoma, WA Phone: (253) 383-5693 Fax: (253) 572 -2648 COMMERCIAL INVESTMENT REAL ESTATE PURCHASE SALE AGREEMENT (CONTINUED) TSiar1egal<5800 Sault? 152' St PS 7A 70OS Buyer Date signed Seller Date signed Seller Copyngit 1995 2005 Comrnemtal Brokers Association All Rights Rr seeded Seller Date CRA Form P$ 1 A Purchase Sale Rev. 7:07 Page 12o1!3 Signature and title eve Date /sue /f"-41") INITIALS: Buyer -D7 Date Buyer Date GVA Kidder Mathews 1201 Pacific Avenue, Suite 1400 Tacoma. WA Phone: (253) 383-5693 Fax: (253) 572-2648 COMMERCIAL INVESTMENT REAL ESTATE PURCHASE SALE AGREEMENT (CONTINUED) TS,triogrmi5e0a Solo 152 PS LA 100B EXHIBIT A [Legal Description] Seller Copyright 11389 2005 Commercial Brokers Assacratron All Rights Reserved Seller Date CBA Form PSl A Purchase Sale Agreement Rev 7/07 Page 13 of 13 Date am/ Exhibit A Tract 31, Brookvale Garden Tracts, according to the plat thereof recorded to Volume 10 of Plats, page 47, in King County, Washington; Except the west 403.55 feet thereof AND That portion of Section 23, Tortashlp 23 North, Range 4 East. W.M., in Mug County, Washington, described as follow* Deeming at the southeast corner of Tat 38; Thence east to the west line offnterurban Addition to Seattle, according to the plat thereof recorded In Volume 10 of Platt, page 55, in Kbrg County. Wssbingtwn; Thence northerly along said west line to the easterly projection of the north Poe of Tract 3a; Thence West to the northeast eornor of raid Tract 38; Thence south along the east liue of said Tract 3$ to limpet/It of hegt.ning; TOGETHER WITH that portion of vacated Synth 152nd Street which, upon vacation, attached to said premises by operation of law; APT That portion thereof deedwi to the city of Tukwila under Rao* dime Numbers 7512100369 and 8603240746; (ALSO KNOWN AS Lot 4, City of Tukwila Short Plat Number 13 -17 -SS recorded under Klug County Recording Number 831231054& DIEING KNOWN AS L41 2 at City of Tukwila Boundary Line AdJastment Number 86- 21 -13L4 filed under King County Recording Number 86060(30348), lr i ,rtbWi14B 002 GVA Kidder Mathews GVA Kidder Mathews 1201 Pacific Avenue, Suite 1400 Tacoma, WA Phone: (253) 383 -5693 Fax: (253) 572 -2648 REAL PROPERTY TRANSFER DISCLOSURE STATEMENTt CIA Text Disclaimer. Text deleted by licensee indicated by strike. New text Inserted by rlcensee indicated by smart capital letters To be used in transfers of residential real property, including multi- family dwellings up to four units; new construction; condominiums not subject to a public offering statement, and certain timeshares. See RCW 64.06 for further explanations. INSTRUCTIONS TO THE SELLER Please complete the following form. Da not leave any spaces blank. If the question clearly does not apply to the property write NA'. tf the answer Is "yes" to any asterisked item(s), please explain on attached sheets. Please refer to the line number(s) of the question(s) when you provide your explanation(s). For your protection you must date and initial each page of this disclosure statement and each attachment. Delivery of the disclosure statement must occur not later than five (5) business days, unless otherwise agreed, after mutual acceptance of a written purchase and sale agreement between Buyer and Seller. NOTICE TO THE BUYER THE FOLLOWING DISCLOSURES ARE MADE BY THE SELLER(S), CONCERNING THE CONDITION OF THE PROPERTY LOCATED AT =0 SOUTH 152ND. CITY TUKWII A WA.. COUNTY KING (THE PROPERTY) OR AS LEGALLY DESCRIBED ON THE ATTACHED EXHIBIT A, DISCLOSURES CONTAINED IN THIS FORM ARE PROVIDED BY THE SELLER ON THE BASIS OF SELLER'S ACTUAL KNOWLEDGE OF THE PROPERTY AT THE TIME THIS DISCLOSURE FORM IS COMPLETED BY THE SELLER. YOU HAVE THREE (3) BUSINESS DAYS (UNLESS BUYER AND SELLER AGREE OTHERWISE) FROM THE SELLER'S DELIVERY OF THIS SELLER'S DISCLOSURE STATEMENT TO RESCIND YOUR AGREEMENT BY DELIVERING YOUR SEPARATE SIGNED WRITTEN STATEMENT OF RESCISSION TO THE SELLER, UNLESS YOU WAIVE THIS RIGHT AT OR PRIOR TO ENTERING INTO A PURCHASE AND SALE AGREEMENT. THE FOLLOWING ARE DISCLOSURES MADE BY THE SELLER AND ARE NOT THE REPRESENTATIONS OF ANY REAL ESTATE LICENSEE OR OTHER PARTY. THIS INFORMATION IS FOR DISCLOSURE ONLY AND IS NOT INTENDED TO BE APART OF ANY WRITTEN AGREEMENT BETWEEN THE BUYER AND THE SELLER. FOR A MORE COMPREHENSIVE EXAMINATION OF THE SPECIFIC CONDITION OF THIS PROPERTY YOU ARE ADVISED TO OBTAIN AND PAY FOR THE SERVICES OF A QUALIFIED SPECIALIST TO INSPECT THE PROPERTY ON YOUR BEHALF, FOREXAMPLE, ARCHI 1 kCTS, ENGINEERS, LAND SURVEYORS, PLUMBERS, ELECTRICIANS, ROOFERS, BUILDING INSPECTORS, OR PEST AND DRY ROT INSPECTORS. THE PROSPECTIVE BUYER AND THE OWNER MAY WISH TO OBTAIN PROFESSIONAL ADVICE OR INSPECTIONS OF THE PROPERTY AND TO PROVIDE FOR APPROPRIATE PROVISIONS IN A CONTRACT BETWEEN THEM WITH RESPECT TO ANY ADVICE, INSPECTION, DEFECTS OR WARRANTIES. Seller is/ is not occupying the property. 1. SELLER'S DISCLOSURES: If you answer 'Yes" to a question with an asterisk then attach a copy or explain. If necessary, use an attached sheet. 1. TfTLE YES NO DON'T KNOW A. Do you have legal authority to sell the property? "B. Is title to the property subject to any of the following? (1) First right of refusal ar, Option 54. (3) Lease or rental agreement til (4) Life estate C1 J1J SELLER'S INITIALS: DATE: SELLER'S INITIALS: 47 Capy.igh: 1996.2005 Northwest Mtdtple llslinp Service All RIGHTS RESERVED GSA Fetal RPn7 NWbILS Farm Na. 17 WAR Forrp Na. 03 Rfv'd 12.'69 Pin 1 of cze DATE: /.9 G Kidder Mathews GVA Kidder Mathews 1201 Pacific Avenue, Suite 1400 Tacoma, WA Phone: (253) 383 -5693 Fax: (253) 572 -2648 NAUtp*4ie Rest Cskus So!u. REAL PROPERTY TRANSFER DISCLOSURE STATEMENT (CONTINUED) 6Y Copyriyhl I99E 2005 Northwest MAO" Baling Service ALL RIGHTS RESERVED CBA Farm RPro NWMSForrn No. 1? WAR Form No. 03 ReVtl 2.99 P'? YES NO DON'T KNOW T. Are there any encroachments, boundary agreements, or boundary disputes? 0. O. Are there any rights of way, easements, or access limitations that may Lir. 0 affect the owner's use of the property? "E. Are there any written agreements far jaint maintenance of an easement 51\ or right of way? 'F. Is there any study, survey project, or notice that would adversely affect [2(..... 0 the property? G. Are there any pending or existing assessments against the property? 0, `H. Are there any zoning violations, nonconforming uses. or any unusual .121. restrictions an the subject property that would affect future construction or remodeling? `I. Is there a boundary survey for the property? 0 a, J. Are there any covenants, conditions, or restrictions which affect the property? 2.. WATER A. Household Water (1) The source of the water is Public Community 0 Private Shared (2) Water source information: 'a. Are there any written agreements for shared water source? 0 lg., 'b. Is there an easement (recorded or unrecorded) for access to and/or maintenance of the water source? c. Are any known problems or repairs needed? 4, 0 'd. Does the source provide an adequate year round supply of 0 Lik. potable water? 13) Are there any water treatment systeme for the property? 0 PN.. 0 Leased Owned B. irrigation (1) Are there any water rights for the property? 0 .0- '(2) If they exist, to your knowledge, have the water rights been used 0 0 during the last five -year period? *(3) If so, is the certificate available? 0 i� C. Outdoor Sprinkler System (1) Is there an outdoor sprinkler system for the property? `(2) Are there any defects in the outdoor sprinkler system? 3. SEWER/SEPTIC TANK SYSTEM A. The property is served IglPtiblic sewer main, Septic tank system Other disposal system (describe) SELLER'S INITIALS: DATE: SELLERS INITIALS: DATE: GVA Kidder Mathews GVA Kidder Mathews i= �bpfl�¢Tla�C 11CdI [71d1S S4�9IipnS 1201 Pacific Avenue, Suite 1400 'Tacoma, WA Phone: (253) 383 -5693 Fax (253) 572 -2648 REAL PROPERTY TRANSFER DISCLOSURE STATEMENT (CONTINUED} B. If the property is served by a public or community sewer main, is the house connected to the main? C. Is the property currently subject to a sewer capacity charge? D. lithe property is connected to a septic tank system: (1) Was a permit Issued for its construction, and was it approved by the city or county following its construction? (2) When was it last pumped? 20 '(3) Are there any defects in the operation of the septic tank system? (4) When was it Last inspected? 20 By whom: (5) How many bedrooms was the septic tank system approved for? E. Are any plumbing fixtures, including laundry drain, not connected to the septic tank/sewer system? If not explain: 'F. Are you aware of any changes or repairs to the septic tank system? G. Is the septic tank system, including the.drainfield, located entirely within the boundaries of the property? 4. STRUCTURAL. *A. Has the roof leaked? If yes, has it been repaired? "8. Have there been any conversions, additions or remodeling? '(1) if yes, were all building permits obtained? "(2) If yes, were all final inspections obtained? C. Do you know the age of the house? If yes, year of original construction: SELLER'S INrALS: DATE: SELLER'S INITIALS: C Gopyngh11956 2005 Norlkwesd Mdt!ple Listing Service ALL ROGHTS RESERVED MA Farm RPTD NWAS Farm Na. 17 WAR Form No- D-5 R?Vd 12189 P9oe 3 017 YES NO DON'T KNOW 1 Bedrooms 121.,, o' 'D. Do you know of any settling, slippage, or sliding of either the house or other structureslimprovements located on the property? If yes, explain: DATE: f ff -6 e. GVA C'cider Mathews GVA Kidder Mathews wo,w,k tea e :g,trsdt,;,i 12 01 Pacific Avenue, Suite 1400 6. COMMON INTEREST A. Is there a Home Owners' Association? Name of Association 8. Are there regular periodic assessments? per month years 0 Other Tacoma, WA Phone: (253) 383 -5693 Fax: (253) 572 -2648 REAL PROPERTY TRANSFER DISCLOSURE STATEMENT (CONTINUED) E. Do you know of any defects with the following: (Please check applicable items) Foundations Decks Chimneys Interior Walls Doors Windows Ceilings Slab Floors Pools Hot Tub Sidewalks Outbuildings Garage Floors Walkways Other *F. Was a pest or dry rot, structural or "whole house inspection done? When and by whom was the inspection completed? *G. Since assuming ownership, has your property had a problem with wood destroying organisms and/or have there been any problems with pest control, infestations, or vermin? Exterior Walls Fire Alarms Patios Driveways Sauna Fireplaces Wood Stoves 'A. Electrical system, including wiring, switches, outlets, and service *B. Plumbing system, including pipes, faucets, fixtures, and toilets *C. Hot water tank 'D. Garbage disposal E. Appliances *F. Sump pump *G. Heating and cooling systems H. Security system Leased 0 Owned `I, Other CCefnBM 1985 2005 Northwest Multiple Ustmg Service ALL RIGHTS RESERVED CEA Form RPTD AWACS Forth No. 17 WAR Form No. 0-5 Rrir 12119 Page a of 5. SYSTEMS AND FIXTURES If the following systems or fixtures are included with the transfer, do they have any existing defects: YES NO DON'T KNOW 0 0 0 0 0 0 O i *C. Are there any pending special assessments? 'D. Are there any shared "common areas" or any joint maintenance agreements (facilities such as walls, fences, landscaping, pools, tennis courts, walkways, or other areas co -owned in undivided interest with others)? SELLERS INITIALS DATE: SELLER'S INITIALS: f "r DATE _rte .0\ GVA Kidder Mathews GVA Kidder Mathews wnr'dvride Heal Estak S�d 1201 Pacific Avenue, Suite 1400 Tacoma, WA Phone: (253) 383 -5693 Fax: (253) 572 -2648 REAL PROPERTY TRANSFER DISCLOSURE STATEMENT (CONTINUED) 9. PULL DISCLOSURE BY SELLERS A. Other conditions or defects: `Are there any other material defects affecting this property or its value that a prospective buyer should know about? SELLERS INITIALS: DATE: SELLER'S INITIALS: 4° Copyright 19116 2005 tiortrmest Multiple !.;sting Service AU. RIGHTS RESERVE° CBA Form RPTD NWLLLS Form Na. 17 WAR From, No. T3 a Re✓d 12/99 Page 5o!7 YES NO DON'T KNOW 7. GENERAL A. Is there any settling, soil, standing water, or drainage problems 0 on the property? B. Does the property contain fill material? 0 0 C. Is there any material damage to the property of any of the structure from 111 0 fire, wind, floods, beach movements, earthquake, expansive soils, or landslides? D. Is the property in a designated flood plain? 0 25 E. Has the local (city or county) planning agency designated your property as a 'frequently flooded area'? 'F. Are the any substances, materials, or products that may be an environmental hazard such as, but not limited to, asbestos, formaldehyde, radon gas, lead -based paint, fuel or chemical storage tanks, and contaminated soya or water on the subject property? G. Are there any tanks or underground storage tanks (e.g., chemical, fuel, etc.) an the property? *EL Has the property ever been used as an illegal drug manufacturing site? 8. LEAD BASED PAINT (Applicable if the house was built before 1978.) A. Presence of lead -based paint and /or lead -based paint hazards (check one below): Known lead -based paint and/or lead -based paint hazards are present in the housing (explain) SeUer has no knowledge of lead -based paint and/or lead -based paint hazards in the housing. B. Records and reports available to the Seller (check one below): Seller has provided the purchaser with all available records and reports pertaining to lead -based paint and/or lead -based paint hazards in the housing (list dacuments below). Seller has no reports or records pertaining to lead -based paint and/or lead -based paint hazards in the housing. mte DATE: GVA Kidder Mathews GVA Kidder Mathews Wwrdvrtds RulEstate 5rfut:uu 1201 Pacific Avenue, Suite 1400 Tacoma, WA Phone: (253) 383 -5693 Fax: (253) 572 -2648 REAL PROPERTY TRANSFER _DISCLOSURE STATEMENTt CBA Text Disclaimer. Text deleted by licensee indicated by stake. New text Inserted by licensee indicated by small capital letters 6 Copyright 1986 21105 N,r direst Mattplr (J t ng Senate ALL RIGHTS RESERVED CAA Form RPM NWM$ Form NO. 17 WAR Form No 0-5 Red 12199 Page 6o'7 B. Verification The foregoing answers and attached explanations (ff any) are complete and correct to the best of Seller's knowledge and Seller has received a copy hereof. Seller agrees to defend, Indemnify and hold real estate licensees harmless from and against any and all claims that the above Information is inaccurate. Seller authorizes real estate licensees, if any, to deliver a copy of this disclosure statement to other real estate licensees and all prospective buyers of the Property. Date: /A d Date: Seller. seller" IL BUYER'S ACKNOWLEDGEMENT A. Buyer acknowledges the duty to pay diligent attention to any material defects which are known to Buyer or can be known to Buyer by utilizing diligent attention and observation. B. Buyer acknowledges and understands that the disclosures set forth in this statement and in any amendments to this statement are made only by the Seller and not by any real estate licensee or other party Buyer acknowledges that, pursuant to RCW 64.06.050 (2), real estate licensees are not Liable for inaccurate information provided by Seller, except to the a:deM:that real estate licensees know of such inaccurate information. This information is for disclosure only and is not intended to be a part of the written agreement between Buyer and Seller. C. Buyer (which term includes all persons signing the "Buyer's acceptance" portion of this disclosure statement below) hereby acknowledges receipt of a copy of this disclosure statement (Including attachments, if any) bearing Seller's signature(s). D. If the house was built prior to 1978, Buyer acknowledges receipt of the pamphlet Protect Your Family From Lead in Your Home. DISCLOSURES CONTAINED IN THIS FORM ARE PROVIDE) BY THE SFI I ER ON THE BASIS OF SELLER'S ACTUAL KNOWLEDGE OF THE PROPERTY AT THE TIME OF DISCLOSURE. YOU, THE BUYER, HAVE THREE (3) BUSINESS DAYS (UNLESS OTHERWISE AGREED) FROM THE SELLER'S DELIVERY OF THIS SELLER'S DISCLOSURE STATEMENT TO RESCIND YOUR AGREEMENT BY DELIVERING YOUR SEPARATE SIGNED WRI I i 1=N STATEMENT OF RESCISSION TO TIME SELLER UNLESS YOU WAIVE THIS RIGHT OF RESCISSION. BUYER HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF THIS REAL PROPERTY TRANSFER DISCLOSURE STATEMENT AND ACKNOWLEDGES THAT THE DISCLOSURES MADE HEREIN ARE THOSE OF THE SEI 1 FR ONLY, AND NOT OF ANY REAL ESTATE LICENSEE OR OTHER PARTY. DATE DATE: BUYER: U SELLER'S INITIALS; DATE: BUYER: BUYER'S WAIVER OF RIGHT TO REVOKE OFFER Buyers read and reviewed the Seller's responses to this Real Property Transfer Disclosure Statement. Buyer approves this statement and waivesBuyer's right to revoke Buyer's offer. DATE: 120 4,9 DATE: BUYER: /`te r° �-J BUYER SELLER'S INITIALS: f f 'f' DATE: A, Kidder Mathews GVA Kidder Mathews 1201 Pacific Avenue, Suite 1400 Tacoma, WA Phone: (253) 383 -5693 Fax: (253) 572 -2648 REAL PROPERTY TRANSFER DISCLOSURE STATEMENT (CONTINUED) BUYER'S WAIVER OF RIGHT TO RECEIVE COMPLETED REAL PROPERTY TRANSFER DISCLOSURE STATEMENT 1995 NGthv s1 tu&dtiple Lisbng Service AU RIGHTS RESERVED CAA Fan RFrD 14WU,6 S FOrm No_ 17 WAR Farm No. D-5 Revd 17/99 Pege7of7 Buyer has been advised of Buyers right to receive a completed Real Property Transfer Disclosure Statement. Buyer waives that right. DATE: DATE: BUYER: BUYER: If the answer Is "Yes' to any asterisked items, please explain below (use additional sheets if necessary). Please refer to the line number(s) of the question(s). SELLER'S tNtTLAL.S: DATE: SELLERS INITIALS: 7" DATE: Nil pr- fl-n'