The URL can be used to link to this page

Home My WebLink About5848RESOLUTION NO. 5848 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO EXECUTE A PURCHASE AND SALE AGREEMENT ON BEHALF OF THE CITY OF AUBURN, TO SELL VACANT PROPERTY TO INDUSTRIAL WORKS, LLC WHEREAS, the City of Auburn ("City") owns vacant land at the intersection of B Street NW and 50th Street NW; and WHEREAS, in 2001 Auburn acquired the land as part of the S 277th Street Reconstruction Project (C116). In 2008, the City declared it surplus through Resolution 4336, and in 2015 the City dedicated a portion of it as right-of-way through Resolution 5189; and WHEREAS, the remaining portion of the land, now commonly referenced as King County parcel numbers 4297200115 & 4297200120,. is approximately 12,000 square feet in size and is zoned for manufacturing (the "Surplus Property"); and WHEREAS, Industrial Works, LLC has submitted an offer to purchase the Surplus Property from the City for the purchase price of $60,655; and WHEREAS, it is in the public's best interest for the City to enter into a purchase and sale agreement with Industrial Works, LLC for the Surplus Property. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 1. The Mayor is authorized to negotiate and execute a purchase and sale agreement for the sale of the Surplus Property, which agreement shall be in substantial conformity with the terms and conditions set forth in that purchase and sale agreement attached as Exhibit A. Resolution No. 5848 8/18/2025 Page 1 of 2 Section 2. The Mayor is authorized to implement those administrative procedures necessary to carry out the directives of this legislation. Section 3. This resolution will take effect and be in full force on passage and signatures. Dated and Signed this 18th of August, 2025. ATTEST: CITY OF AUBURN NANCY BA K Ybk •-.00"I WAIR-R-14111•- q.�rv��i`1t� Shawn Campbell, MMC, City Clerk J son Whalen, City Attorney Resolution No. 5848 8/18/2025 Page 2 of 2 Docusign Envelope ID: D3F91686-E9BA-4A9A-9BC8-49CBCD8B6FD0 Docusign Envelope ID: FB41355A-EB16-4F04-A104-99107764A2E7 Kidder Kidder Mathews © Commercial Brokers it CF3A Is Association V Mathews 12886 Interurban Ave. S. ALL RIGHTS RESERVED Seattle, WA 98168 PS 1A Phone:206-248-7300 Form: Purchase &Sale Agreement Fax: 206-248-7342 Rev. 9/2024 Page 1 of 17 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT SPECIFIC TERMS Reference Date: June 20, 2025 Offer Expiration Date: 5:00pm (the third day after Reference Date, if not completed) 1. PROPERTY: The Property is legally described on Exhibit A. Address: 278th XXX City of Auburn, King County, Washington. Tax Parcel No(s): 4297200115 and 4297200120 Included Personal Property: ❑ None; ❑ If on and used in connection with the Property, per Section 26 (None, if not completed). 2. BUYER(S): Industrial Works, LLC a(n) 3. SELLER(S): City of Auburn a(n) 4. PURCHASE PRICE: $ 60,655.00 (Sixty Thousand Six Hundred Fifty Five and n2/100) Dollars Payable as: ® Cash; ❑ Financing (attach CBA Form PS —FIN); ❑ Other: 5. EARNEST MONEY: $ 5,000.00 (Five Thousand and no/100) Dollars; Held by: ❑ Buyer Brokerage Firm; 19 Closing Agent Form of Earnest Money: ® Wire/Electronic Transfer; ❑ Check; ❑ Note (attach CBA Form PS_EMN); ❑ Other: Earnest Money Due Date: ®3 three days after Mutual Acceptance; ❑ days after the Feasibility Contingency Date; or ❑ 6. FEASIBILITY CONTINGENCY DATE: 30 (thirty) days after Mutual Acceptance (30 days after Mutual Acceptance if not completed.) 7. CLOSING DATE: ❑ ; ® 15 fifteen days after waiving the Feasibility Period 8. CLOSING AGENT: Chelsey Parra 9. TITLE INSURANCE COMPANY: Stewart Title & Escrow 10. DEED: ❑ Statutory Warranty Deed; or ® Bargain and Sale Deed. 11. POSSESSION: ® on closing; ❑ Other: (on closing if not completed). 12. SELLER CITIZENSHIP (FIRPTA): Seller ❑ is; ® is not a foreign person for purposes of U.S. income taxation. CDs 6/26/2025 INITIALS: Buyer Date Seller Date Buyer Date Seller Date Docusign Envelope ID: D3F91686-E9BA-4A9A-9BC8-49CBCD8B6FD0 Docusign Envelope ID: FB41355A-EB16-4F04-A104-99107764A2E7 Kidder Kidder Mathews © Commercial Brokers tP CBA Association V Mathews 12886 Interurban Ave. S. ALL RIGHTS RESERVED Seattle, WA 98168 Phone: 206-248-7300 Form: Ps_1A Purchase & Sale Agreement Fax: 206-248-7342 Rev. 9/2024 Page 2 of 17 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) 13. BUYER'S DEFAULT: (check only one) ® Forfeiture of Earnest Money; ❑ Seller's Election of Remedies. 14. SELLER'S DEFAULT: (check only one) ® Recover Earnest Money or Specific Enforcement; ❑ Buyer's Election of Remedies. 15. UNPAID UTILITIES: Buyer and Seller ❑ Do Not Waive (attach CBA Form UA); ® Waive 16. AGENCY DISCLOSURE: Buyer represented by: ❑ Buyer Broker, ® Buyer/Listing Broker (limited dual agent); ❑ Unrepresented Seller represented by: ❑ Listing Broker; ® Buyer/Listing Broker (limited dual agent); ❑ Unrepresented 17. BUYER BROKERAGE FIRM COMPENSATION: See Section 47. 18. EXHIBITS AND ADDENDA. The following Exhibits and Addenda are made a part of this Agreement: ❑ Earnest Money Promissory Note, CBA Form EMN ❑ Back -Up Addendum, CBA Form BU-A ❑ Blank Promissory Note, LPB Form No. 28A ❑ Vacant Land Addendum, CBA Form VLA ❑ Blank Short Form Deed of Trust, LPB Form No. 20 ❑ Financing Addendum, CBA Form PS —FIN ❑ Blank Deed of Trust Rider, 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 ❑ Tenant Estoppel Certificate, CBA Form PS_TEC ❑ Defeasance Addendum, CBA Form PS_D ❑ Lead -Based Paint Disclosure, CBA Form LP-LS ❑ Other: ❑ Other: CDs 6/26/2025 n� INITIALS: Buyer Date Seller I V`5 Date Buyer Date Seller Date Docusign Envelope ID: D3F91686-E9BA-4A9A-9BC8-49CBCD8B6FD0 Docusign Envelope ID: FB41355A-EB16-4F04-A104-99107764A2E7 Kidder Kidder Mathews © Commercial Brokers CBA Association VF Mathews 12886 Interurban Ave. S. ALL RIGHTS RESERVED Seattle, WA 98168 Form: PS 1A Phone:206-248-7300 Purchase &Sale Agreement Fax: 206-248-7342 Rev. 9/2024 Page 3 of 17 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) 19. IDENTIFICATION OF THE PARTIES. The following is the contact information for the parties involved in this Agreement: Bu er s Contact: Industrial Works, LLC Address: 24913 104th Ave SE Kent, WA 98030 Business Phone: Cell Phone: 206.432.5819 Fax: Email: citvskynoz@qmaii.com Buyer Brokerage Firm Name: Kidder Mathews Assumed Name: Buyer Broker: Mike Newton Firm Address: 12886 Interurban Ave S Seattle, WA 98168 Firm Phone: 206.248.7300 Broker Phone: 206.248.7311 Firm Email: Broker Email: mike.newton(a),kidder.com Fax: CBA Office No.: Copy of Notices to Buyer to : Name: Company: Address: Business Phone: Fax: Cell Phone: Email: Sellers : Contact: City of Auburn WA Address: 25 W Main Auburn, WA 98001 Business Phone: 253.288.4325 Cell Phone: Fax: Email: Lmdt(a-auburnwa.gov Listing Firm Name: Kidder Mathews Assumed Name: Listing Broker: Mike Newton Firm Address: 12886 Interurban Ave S Seattle, WA 98168 Firm Phone: 206.248.7300 Broker Phone: 206.248.7311 Firm Email: Broker Email: mike.newtoriftidder.com Fax: CBA Office No.: Copy of Notices to Seller to: Name: Josh Arndt Company: City of Auburn Address: 25 W Main Auburn, WA 98001 Business Phone: 253.288.4325 Fax: Cell Phone: 253.561.1235 Email: Iarndt(M-auburnwa.gov s CD6/26/2025 ( INITIALS: Buyer Date Seller Date Buyer Date Seller Date Docusign Envelope ID: D3F91686-E9BA-4A9A-9BC8-49CBCD8B6FD0 Docusign Envelope ID: FB41355A-EB16-4F04-A104-99107764A2E7 Kidder Mathews © Commercial Brokers 41 CBA Kidder AssociationRN V Mathews 12886 Interurban Ave. S. ALL RIGHTS RESERVED Seattle, WA 98168 Form: PS 1A Phone:206-248-7300 Purchase &Sale Agreement Fax: 206-248-7342 Rev. 9/2024 Page 4 of 17 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) GENERAL TERMS 20. Purchase and Sale. Buyer agrees to buy and Seller agrees to sell the commercial real estate identified in Section 1 as the Property and all improvements thereon. Unless expressly provided otherwise in this Agreement or its Addenda, the Property shall include (i) all of Seller's rights, title and interest in the Property, (ii) all easements and rights appurtenant to the Property, (iii) all buildings, fixtures, and improvements on the Property, (iv) all unexpired leases and subleases; and (v) all included personal property. 21. Acceptance; Counteroffers. 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 day (if not filled in, the second day) following receipt to accept the counteroffer, unless sooner withdrawn. If the counteroffer is not timely accepted or countered, this Agreement shall lapse and the Earnest Money shall be refunded to Buyer. No acceptance, offer or counteroffer from Buyer is effective until a signed copy is received by Seller, the Listing Broker or the licensed office of the Listing Broker. No acceptance, offer or counteroffer from Seller is effective until a signed copy is received by Buyer, the Buyer Broker or the licensed office of the Buyer Broker. "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 broker, or the licensed office of the broker. If any party is not represented by a broker, then notices must be delivered to that party and shall be effective when received by that party. 22. Earnest Money. Buyer Broker and Buyer Brokerage Firm are authorized to transfer Earnest Money to Closing Agent as necessary. Buyer Brokerage Firm shall deposit any check to be held by Buyer Brokerage Firm within 3 days after receipt or Mutual Acceptance, whichever occurs later. If the Earnest Money is to be held by Buyer Brokerage Firm and is over $10,000, it shall be deposited to: ❑ the Buyer Brokerage Firm's pooled trust account (with interest paid to the State Treasurer); or ❑ a separate interest bearing trust account in Buyer Brokerage Firm's name, provided that Buyer completes an IRS Form W-9 (if not completed, separate interest bearing trust account). 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. Unless otherwise provided in this Agreement, the Earnest Money shall be applicable to the Purchase Price. 23. Title Insurance. a. Title Report. Seller authorizes Buyer, its Lender, Listing Broker, Buyer Broker or Closing Agent, at Seller's expense, to apply for and deliver to Buyer a standard coverage owner's policy of title insurance from the Title Insurance Company. Buyer shall have the discretion to apply for an extended coverage owner's policy of title insurance and any endorsements, provided that Buyer shall pay the increased costs associated with an extended policy including the excess premium over that charged for a standard coverage policy, the cost of any endorsements requested by Buyer, and the cost of any surrey required by the title insurer. If Seller previously received a preliminary commitment from a title insurer that Buyer declines to use, Buyer shall pay any cancellation fee owing to the original title insurer. Otherwise, the party applying for title insurance shall pay any title cancellation fee, in the event such a fee is assessed. b. Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the title report or any supplemental report within the earlier of: (a) days (20 days if not completed) after receipt of the preliminary commitment for title insurance; or (b) the Feasibility Contingency Date. This Agreement shall terminate and Buyer shall receive,a refund of the Earnest Money, less any costs advanced or committed for Buyer, Lin swithin five (5) days of Buyer's notice of such objections Seller shall give notice, in writing, M INITIALS: Buyer Date 6126/2025 Seller Q Date ON ( Q) 1 Z5 Buyer Date Seller Date Docusign Envelope ID: D3F91686-E9BA-4A9A-9BC8-49CBCD8B6FD0 Docusign Envelope ID: FB41355A-EB16-4F04-A104-99107764A2E7 Kidder Kidder Mathews © commercial Brokers 48 C B A Association V Mathews 12886 Interurban Ave. S. ALL RIGHTS RESERVED Seattle, WA 98168 Phone:206-248-7300 Form: 1A Purchase &Sale Agreement Fax: 206-248-7342 Rev. 9/2024 Page 5 of 17 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) of its intent to remove all objectionable provisions before Closing. If Seller fails to give timely notice that it will clear all disapproved objections, this Agreement shall automatically terminate and Buyer shall receive a refund of the Earnest Money, less any costs advanced or committed for Buyer, unless Buyer notifies Seller within three (3) days 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 three (3) days of receipt of the supplemental report by Buyer and Seller's response or Buyer's waiver must be delivered within two (2) days of Buyer's notice of objections. The Closing 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, however, 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 "Permitted Exceptions." Seller shall reasonably cooperate with Buyer and the title company to clear objectionable title matters and shall provide an affidavit containing the information and reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted Exceptions. c. Title Policy. At Closing, Buyer shall receive an ALTA Form 2006 Owner's Policy of Title Insurance with standard or extended coverage (as specified by Buyer) dated as of the Closing Date in the amount of the Purchase Price, insuring that fee simple title to the Property is vested in Buyer, subject only to the Permitted Exceptions ("Title Policy"), provided that Buyer acknowledges that obtaining extended coverage may be conditioned on the Title Company's receipt of a satisfactory survey paid for by Buyer. If Buyer elects extended coverage, then Seller shall execute and deliver to the Title Company on or before Closing the such affidavits and other documents as the Title Company reasonably and customarily requires to issue extended coverage. 24. 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 unlessiF Buyer gives notice that the Feasibility Contingency is NOT satisfied to Seller before 5:00pm on the Feasibility Contingency Date. If NO such notice is timely given, the feasibility contingency shall be deemed to be satisfied and Buyer shall be deemed to have accepted and waived any objection regarding any aspects of the Property as they exist on the Feasibility Contingency Date. a. Books, Records, Leases, Agreements. Within 10 days (3 days if not filled in) Seller shall deliver to Buyer or post in an online database maintained by Seller or Listing Broker, to which Buyer has been given unlimited access, true, correct and complete copies of all documents in Seller's possession or control relating to the ownership, operation, renovation or development of the Property, excluding appraisals or other statements of value, and including the following: statements for real estate taxes, assessments, and utilities for the last three years and year to date; property management agreements and any other agreements with professionals or consultants; leases or other agreements relating to occupancy of all or a portion of the Property and a suite -by -suite schedule of tenants, rents, prepaid rents, deposits and fees; plans, specifications, permits, applications, drawings, surveys, and studies; maintenance records, accounting records and audit reports for the last three years and year to date; any existing environmental reports; any . tt6/26/2025 ng surveys; any existing inspection reports; and "Vendor Contracts" which shall include INITIALS: Buyer Date Seller Date Buyer Date Seller Date Docusign Envelope ID: D3F91686-E96A-4A9A-913C8-49CBCD8B6FD0 Docusign Envelope ID: FB41355A-EB16-4F04-A104-99107764A2E7 Kidder Kidder Mathews ©commerclal Brokers 1P C13A Association Mathews 12886 Interurban Ave. S. ALL RIGHTS RESERVED Seattle, WA 98168 PS 1A Phone:206-248-7300 Form: Purchase &Sale Agreement Fax: 206-248-7342 Rev. 9/2024 Page 6 of 17 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) maintenance or service contracts, and installments purchase contracts or leases of personal property or fixtures used in connection with the Property. Buyer shall determine by the Feasibility Contingency Date: (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 responsible for obtaining any required consents to such assumption and the payment of any assumption 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. Any information provided or to be provided by Seller with respect to the Property is solely for Buyer's convenience and Seller has not made any independent investigation or verification of such information (other than that the documents are true, correct, and complete, as stated above) and makes no representations as to the accuracy or completeness of such information, except to the extent expressly provided otherwise in this Agreement. Seller shall transfer the Vendor Contracts as provided in Section 26. b. Access. Seller shall permit Buyer and its agents, at 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, 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 Buyer's 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 Seller's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Buyer shall restore the Property and all improvements to substantially 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, which obligation shall survive closing. Buyer may continue to enter the Property in accordance with the terms and conditions set forth in this Section 24 after removal or satisfaction of the Feasibility Contingency only for the purpose of leasing or to satisfy conditions of financing. c. ❑ (check if applicable) Access Insurance. Notwithstanding anything in this Section 24 to the contrary, prior to entering the Property and while conducting any inspections pursuant to subsection (b) above, Buyer shall, at no cost or expense to Seller: (a) procure and maintain commercial general liability (occurrence) insurance in an amount no less than $2,000,000 on commercially reasonable terms adequate to insure against all liability arising out of any entry onto or inspections of the Property that lists Seller and Tenant as additional insureds; and (b) deliver to Seller prior to entry upon the Property certificates of insurance for Buyer and any applicable agents or representatives evidencing such required insurance. d. Buyer waives, to the fullest extent permissible by law, the right to receive a seller disclosure statement (e.g. "Form 17") if required by RCW 64.06 and its right to rescind this Agreement pursuant thereto. However, if Seller would otherwise be required to provide Buyer with a Form 17, and if the answer to any of the questions in the section of the Form 17 entitled "Environmental" would be "yes," then Buyer does not waive the receipt of the "Environmental" section of the Form 17 which shall be provided by Seller. CDS 6/2612025 NCL t^ INITIALS: Buyer Date Seller 6 Date Buyer Date Seller Date Docusign Envelope ID: D3F91686-E9BA-4A9A-9BC8-49CBCD8B6FD0 Docusign Envelope ID: FB41355A-EB1 6-4F04-A1 04-99107764A2E7 Kidder Kidder Mathews © Commerclal Brokers iP CF3�1 Association Mathews 12886 Interurban Ave. S. ALL RIGHTS RESERVED Seattle, WA 98168 Form: er 1A Phone: 206-248-7300 Purchase &Sale Agreement Fax: 206-248-7342 Rev. 9/2024 Page 7 of 17 COMMERCIAL $ INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) 25. Conveyance. Title shall be conveyed subject only to the Permitted Exceptions. If this Agreement is for conveyance of Seller's vendee's interest in a Real Estate Contract, the deed shall include a contract vendee's assignment sufficient to convey after -acquired title. At Closing, Seller and Buyer shall execute and deliver to Closing Agent CBA Form PS -AS Assignment and Assumption Agreement transferring all leases and Vendor Contracts assumed by Buyer pursuant to Section 26(b) and all intangible property transferred pursuant to Section 26(b). 26. Personal Property. a. If this sale includes the personal property located on and used in connection with the Property, Seller will itemize such personal property in an Exhibit to be attached to this Agreement within ten (10) days of Mutual Acceptance. The value assigned to any personal property shall 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 Broker and Buyer Broker). Seller warrants title to, but not the condition of, the personal property and shall convey it by bill of sale. b. In addition to the leases and Vendor Contracts assumed by Buyer pursuant to Section 25 above, this sale includes all right, title and interest of Seller to the following intangible property now or hereafter existing with respect to the Property including without limitation: all rights -of -way, rights of ingress or egress or other interests in, on, or to, any land, highway, street, road, or avenue, open or proposed, in, on, or across, in front of, abutting or adjoining the Property; all rights to utilities serving the Property; all drawings, plans, specifications and other architectural or engineering work product; all governmental permits, certificates, licenses, authorizations and approvals; all rights, claims, causes of action, and warranties under contracts with contractors, engineers, architects, consultants or other parties associated with the Property; all utility, security and other deposits and reserve accounts made as security for the fulfillment of any of Seller's obligations; any name of or telephone numbers for the Property and related trademarks, service marks or trade dress; and guaranties, warranties or other assurances of performance received. 27. 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 Feasibility Contingency Date if Seller is required to substitute securities for the Property as collateral for the underlying financing (known as "defeasance"). If Seller provides this notice of defeasance to Buyer, then the parties shall close the transaction in accordance with the process described in CBA Form PS_D or any different process identified in Seller's defeasance notice to Buyer. s CD6126/2025 A r INITIALS: Buyer Date Seller g Date ON lb Buyer Date Seller Date Docusign Envelope ID: D3F91686-E9BA-4A9A-9BCB-49CBCD8B6FD0 Docusign Envelope ID: FB41355A-EB16-4F04-A104-99107764A2E7 Kidder Kidder Mathews © Commercial Brokers aD CBA Association �% �= Mathews 12886 Interurban Ave. S. ALL RIGHTS RESERVED Seattle, WA 98168 PS 1A Phone:206-248-7300 Form: Purchase &Sale Agreement Fax: 206-248-7342 Rev. 9/2024 Page 8 of 17 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) 28. Closing of Sale. Buyer and Seller shall deposit with Closing Agent by 12:00 p.m. on the scheduled Closing Date all instruments and monies required to complete the purchase in accordance with this Agreement. Upon receipt of such instruments and monies, Closing Agent shall cause the deed to be recorded and shall pay to Seller, in immediately available funds, the Purchase Price less any costs or other amounts to be paid by Seller at Closing. "Closing" shall be deemed to have occurred when the deed is recorded and the sale proceeds are available to Seller. Time is of the essence in the performance of this Agreement. Sale proceeds shall be considered available to Seller, even if they cannot be disbursed to Seller until the next business day after Closing. Notwithstanding the foregoing, if Seller informed Buyer before the Feasibility Contingency Date that Seller's underlying financing requires that it be defeased and may not be paid off, then Closing shall be conducted in accordance with the three (3)-day closing process described in CBA Form PS—D. This Agreement is intended to constitute escrow instructions to Closing Agent. Buyer and Seller will provide any supplemental instructions requested by Closing Agent provided the same are consistent with this Agreement. 29. 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 24(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 roll is correct as of the date submitted. Seller shall pay the premium for the owner's standard coverage title policy. Buyer shall pay the excess premium attributable to any extended coverage or endorsements requested by Buyer, and the cost of any survey required in connection with the same. Seller and Buyer shall each pay one-half of the escrow fees. Any real estate excise taxes shall be paid by the party who bears primary responsibility for payment under the applicable statute or code. Real and personal property taxes and assessments payable in the year of closing; collected rents on any existing tenancies; expenses already incurred by Seller that relate to services to be provided to the Property after the Closing Date; interest; utilities; and other operating expenses shall be pro- rated as of Closing. Seller will be charged and credited for the amounts of all of the pro -rated items relating to the period up to and including 11:59 pm Pacific Time on the day preceding the Closing Date, and Buyer will be charged and credited for all of the pro -rated items relating to the period on and after the Closing Date. If tenants pay any of the foregoing expenses directly, then Closing Agent shall only pro rate those expenses paid by Seller. Buyer shall pay to Seller at Closing an additional sum equal to any utility deposits or mortgage reserves for assumed financing for which Buyer receives the benefit after Closing. Buyer shall pay all costs of financing including the premium for the lender's title policy. If the Property was taxed under a deferred classification prior to Closing, then Seller shall pay all taxes, interest, penalties, deferred taxes or similar items which result from removal of the Property from the deferred classification. At Closing, all refundable deposits on tenancies shall be credited to Buyer or delivered to Buyer for deposit in a trust account if required by state or local law. Buyer shall pay any sales or use tax applicable to the transfer of personal property included in the sale. CDS 6/2612025 INITIALS: Buyer Date Seller ly�� Date Buyer Date Seller Date Docusign Envelope ID: D3F91686-E9BA-4A9A-9BC8-49CBCD8B6FD0 Docusign Envelope ID: FB41355A-EB1 6-4F04-A1 04-99107764A2E7 Kidder Kidder Mathews © Commercial Brokers 0 CEA Mathews 12886 Interurban Ave. S. Association V ALL RIGHTS RESERVED Seattle, WA 98168 Phone:206-248-7300 Form: Agreement 1A Purchase & Sale Fax: 206-248-7342 Rev. 9/2024 Page 9 of 17 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) 30. Post -Closing Adjustments, Collections, and Payments. After Closing, Buyer and Seller shall reconcile the actual amount of revenues or liabilities upon receipt or payment thereof to the extent those items were prorated or credited at Closing based upon estimates. Any bills or invoices received by Buyer after Closing which relate to services rendered or goods delivered to the Seller or the Property prior to Closing shall be paid by 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. Any adjustment shall be made, if any, within 180 days of the Closing Date, and if a party fails to request an adjustment by notice delivered to the other party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such party desires to adjust and the reasons for such adjustment), then the allocations and prorations at Closing shall be binding and conclusive against such party. 31. Operations Prior to Closing. Prior to Closing, Seller shall continue to operate the Property in the ordinary course of its business and maintain the Property in the same or better condition than as existing on the date of Mutual Acceptance but shall not be required to repair material damage from casualty except as otherwise provided in this Agreement. After the Feasibility Contingency Date, Seller shall not enter into or modify existing rental agreements or leases (except that Seller may enter into, modify, extend, renew or terminate residential rental agreements or residential leases for periods of 12 months or less in the -ordinary course of its business), service contracts, or other agreements affecting the Property which have terms extending beyond Closing without obtaining Buyer's consent, which shall not be withheld unreasonably. 32. Possession. Buyer shall accept possession subject to all tenancies disclosed to Buyer before the Feasibility Contingency Date. S CDj`Y j� INITIALS. Buyer Date 6/26/2025 Seller I V\lJ Date Buyer Date Seller Date Docusign Envelope ID: D3F91686-E9BA-4A9A-9BC8-49CBCD8B6FD0 Docusign Envelope ID: FB41355A-EB16-4F04-A104-99107764A2E7 Kidder Kidder Mathews © Commercial Brokers �� CF3A Association D) M Mathews 12886 Interurban Ave. S. ALL RIGHTS RESERVED Seattle, WA 98168 Form: PS_1A Phone: 206-248-7300 Purchase & Sale Agreement Fax: 206-248-7342 Rev. 9/2024 Page 10 of 17 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) 33. Seller's Representations. Except as disclosed to or known by Buyer prior to the satisfaction or waiver of the Feasibility Contingency, including in the books, records and documents made available to Buyer, 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, and no further consent, waiver, approval or authorization is required from any person or entity to execute and perform under this Agreement; (b) The books, records, leases, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding the operation and condition of the Property, are true, accurate and complete to the best of Seller's knowledge, and no other contracts or agreements exist that will be binding on Buyer after Closing; (c) Seller has not received any written notices that the Property or any business conducted thereon violate any applicable laws, regulations, codes and ordinances; (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (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 29 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after Closing; (h) Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer before the Feasibility Contingency Date; (1) 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; 0) Seller has not granted any options nor obligated itself in any matter whatsoever to sell the Property or any portion thereof to any party other than Buyer; and (k) Neither Seller nor any of its respective partners, members, shareholders or other equity owners, is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute or executive order; and (1) the individual signing this Agreement on behalf of Seller represents and warrants to Buyer that he or she has the authority to act on behalf of and bind Seller. As used herein, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous 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 harm to human health or the environment ("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos. If prior to Closing Seller or Buyer discovers any information which would cause any of the representations above to be false if the representations were deemed made as of the date of such discovery, then the party discovering the information shall promptly notify the other party in writing and Buyer, as its sole remedy, may elect to terminate this Agreement by giving Seller notice of such termination within five (5) days after Buyer first received actual notice (with the Closing Date extended to accommodate such five (5) day period), and in such event, the Earnest Money Deposit shall be returned to Buyer. Buyer shall give notice of termination within five (5) days of discovering or receiving written notice of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly discovered information such that a representation provided for above was false. uyer s CD!� INITIALS: BDate 6/26/2025 SellerW13 Date 0�Y1 2 Buyer Date Seller Date Docusign Envelope ID: D3F91686-E9BA-4A9A-9BC8-49CBCD8B6FD0 Docusign Envelope ID: FB41355A-EB1 6-4F04-A1 04=9910776WE7 Kidder Kidder Mathews © Commercial Brokers95 �C13A Mathews 12886 Interurban Ave. S. Association Seattle, WA 98168 ALL RIGHTS RESERVED V VED Fenn: PS er 1A Phone: 206-248-7300 Purchase &Sale Agreement Fax: 206-248-7342 Rev. 9/2024 Page 11 of 17 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) 34. As -Is. Except for the express representations and warranties in this Agreement, (a) Seller makes no representations or warranties regarding the Property; (b) 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, suitability for Buyer's intended use, occupancy rate or any other matter of similar or dissimilar nature relating in any way to the Property, including the warranties of fitness for a particular purpose, tenantability, habitability and use; (c) Buyer takes the Property "AS IS" and with all faults; and (d) Buyer represents and warrants to Seller that Buyer has sufficient experience and expertise such that it is reasonable for Buyer to rely on its own pre -closing inspections and investigations. 35. Buyer's Representations. Buyer represents that Buyer is authorized to enter into the Agreement; to buy the Property; to perform its obligations under the Agreement; and that neither the execution and delivery of this Agreement nor the consummation of the transaction contemplated hereby will: (a) conflict with or result in a breach of any law, regulation, writ, injunction or decree of any court or governmental instrumentality applicable to Buyer; or (b) constitute a breach of any agreement to which Buyer is a party or by which Buyer is bound. The individual signing this Agreement on behalf of Buyer represents that he or she has the authority to act on behalf of and bind Buyer. 36. Claims. Any claim or cause of action with respect to a breach of the representations and warranties set forth herein shall survive for a period of nine (9) months from the Closing Date, at which time such representations and warranties (and any cause of action resulting from a breach thereof not then in litigation, including indemnification claims) shall terminate. Notwithstanding anything to the contrary in this Agreement: (a) Buyer shall not make a claim against Seller for damages for breach or default of any representation or warranty, unless the amount of such claim is reasonably anticipated to exceed $25,000; and (b) under no circumstances shall Seller be liable to Buyer on account of any breach of any representation or warranty in the aggregate in excess of the amount equal to $250,000, except in the event of Seller's fraud or intentional misrepresentation with respect to any representation or warranty regarding the environmental condition of the Property, in which case Buyer's damages shall be unlimited. 37. Condemnation and Casualty. Seller bears all risk of loss until Closing, and thereafter Buyer bears all risk of loss. Buyer may terminate this Agreement and obtain a refund of the Earnest Money if improvements on the Property are materially damaged or if condemnation proceedings are commenced against all or a portion of the Property before Closing, to be exercised by notice to Seller within ten (10) days after Seller's notice to Buyer of the occurrence of the damage or condemnation proceedings. Damage will be considered material if the cost of repair exceeds the lesser of $100,000 or five percent (5%) of the Purchase Price. Alternatively, Buyer may elect to proceed with closing, in which case, at Closing, Seller shall not be obligated to repair any damage, and shall assign to Buyer all claims and right to proceeds under any property insurance policy and shall credit to Buyer at Closing the amount of any deductible provided for in the policy. 38. 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, and Seller shall sign it on or before Closing. If Seller 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. DS 6/26/2025 �` � INITIALS: Buyer Date Seller 1V�17 Date Buyer Date Seller Date Docusign Envelope ID: D3F91686-E9BA-4A9A-9BC8-49CBCD8B6FD0 Docusign Envelope ID: FB41355A-EB1 6-4F04-A1 04-99107764A2E7 Kidder Kidder Mathews © Commercial Brokers 1f CH�1 Association V Mathews 12886 Interurban Ave. S. ALL RIGHTS RESERVED Seattle, WA 98168 PS 1A Phone:206-248-7300 Purchase Form: &Sale Agreement Fax: 206-248-7342 Rev. 9/2024 Page 12 of 17 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) 39. Notices. Unless otherwise specified, any notice required or permitted in, or related to, this Agreement (including revocations of offers and counteroffers) must be in writing. Notices to Seller must be signed by at least one Buyer and must be delivered to Seller and Listing Broker with a courtesy copy to any other party identified as a recipient of notices in Section 19. A notice to Seller shall be deemed delivered only when received by Seller and Listing Broker, or the licensed office of Listing Broker. Notices to Buyer must be signed by at least one Seller and must be delivered to Buyer, with a copy to Buyer Broker and with a courtesy copy to any other party identified as a recipient of notices in Section 19. A notice to Buyer shall be deemed delivered only when received by Buyer and Buyer Broker, or the licensed office of Buyer Broker. Buyer Broker and Listing Broker otherwise have no responsibility to advise parties of receipt of a notice beyond either phoning the represented party or causing a copy of the notice to be delivered to the party's address provided in this Agreement. Buyer and Seller shall keep Buyer Broker and Listing Broker advised of their whereabouts in order to receive prompt notification of receipt of a notice. If any party is not represented by a licensee, then notices must be delivered to and shall be effective when received by that party at the address, fax number, or email indicated in Section 19. Facsimile transmission of any notice or document shall constitute delivery. E-mail transmission of any notice or document (or a direct link to such notice or document) shall constitute delivery when: (1) the e-mail is sent to both Buyer Broker and Buyer Brokerage Firm or both Listing Broker and Listing Firm at the e-mail addresses specified on page two of this Agreement; or (ii) Buyer Broker or Listing Broker provide written acknowledgment of receipt of the e-mail (an automatic e- mail reply does not constitute written acknowledgment). At the request of either party, or the Closing Agent, the parties will confirm facsimile or e-mail transmitted signatures by signing an original document. 40. Computation of Time. 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 or legal holiday as defined in RCW 1.16.050, In which case the specified period of time shall expire on the next day that is 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; provided, however, that if the Closing Date falls on a Saturday, Sunday, or legal holiday as defined in RCW 1.16.050, or a date when the county recording office is closed, then the Closing Date shall be the next regular business day. If the parties agree upon and attach a legal description after this Agreement is signed by the offeree and delivered to the offeror, then for the purposes of computing time, mutual acceptance shall be deemed to be on the date of delivery of an accepted offer or counteroffer to the offeror, rather than on the date the legal description is attached. 41. Assignment.Buyei:'s Fights and ebligatiens undeF this AgreeFflent are not assignable witheut the prier- writtem , Buyer may assign this Agreement without the consent of Seller, but with notice to Seller, to any entity under common control and ownership of Buyer, provided no such assignment shall relieve Buyer of its obligations hereunder. If the words "and/or assigns" or similar words are used to identify Buyer in Section 2, then this Agreement may be assigned with notice to Seller but without need for Seller's consent. The party identified as the initial Buyer shall remain responsible for those obligations of Buyer stated in this Agreement notwithstanding any assignment and, if this Agreement provides for Seller to finance a portion of the purchase price, then the party identified as the initial Buyer shall guarantee payment of Seller financing. 42. Default and Attorneys' Fees. a. Buyer's default. In the event Buyer fails, without legal excuse, to complete the purchase of the Property, then the ap i a ale provision as identified in Section 13 shall apply: �G INITIALS: Buyer Date 6/26/2025 Seller Date 000 Buyer Date Seller Date Docusign Envelope ID: D3F91686-E9BA-4A9A-9BC8-49CBCD8B6FD0 Docusign Envelope ID: FB41355A-EB16-4F04-A104-99107764A2E7 Kidder Kidder Mathews ©Commercial Brokers }��"n 11 CHA Mathews 12886 Interurban Ave. S. Association ALL RIGHTS RESERVED Seattle, WA 98168 Form: PS_1A Phone: 206-248-7300 Purchase &Sale Agreement Fax: 206-248-7342 Rev. 9/2024 Page 13 of 17 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) I. Forfeiture of Earnest Money. Seller may terminate this Agreement and keep that portion of the Earnest Money that does not exceed five percent (5%) of the Purchase Price as liquidated damages as the sole and exclusive remedy available to Seller for such failure. ii. Seller's Election of Remedies. Seller may, at its option, (a) terminate this Agreement and keep that portion of the Earnest Money that does not exceed five percent (5%) of the Purchase Price as liquidated damages as the sole and exclusive remedy available to Seller for such failure, (b) bring suit against Buyer for Seller's actual damages, (c) bring suit to specifically enforce this Agreement and recover any incidental damages, or (d) pursue any other rights or remedies available at law or equity. b. Seller's default. In the event Seller fails, without legal excuse, to complete the sale of the Property, then the applicable provision as identified in Section 14 shall apply: i. Recover Earnest Money or Specific Enforcement. As Buyer's sole remedy, Buyer may either (a) terminate this Agreement and recover all Earnest Money or fees paid by Buyer whether or not the same are identified as refundable or applicable to the purchase price; or (b) bring suit to specifically enforce this Agreement and recover incidental damages, provided, however, Buyer must file suit within sixty (60) days from the Closing Date or from the date Seller has provided notice to Buyer that Seller will not proceed with closing, whichever is earlier. ii. Buyer's Election of Remedies. Buyer may, at its option, (a) bring suit against Seller for Buyer's actual damages, (b) bring suit to specifically enforce this Agreement and recover any incidental damages, or (c) pursue any other rights or remedies available at law or equity. c. 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 costs. In the event of trial, the amount of the attorneys' fees shall be fixed by the court. The venue of any suit shall be the county in which the Property is located, and this Agreement shall be governed by the laws of the State of Washington without regard to its principles of conflicts of laws. 43. Miscellaneous Provisions. a. Complete Agreement. This Agreement and any addenda and exhibits thereto 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, and no modification of this Agreement shall be effective unless agreed in writing and signed by the parties. b. Counterpart Signatures. This 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 and Signatures. 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 original. At the request of either party, or the Closing Agent, the parties will replace electronically delivered offers or counteroffers with original documents. The parties acknowledge that a signature in electronic form has the same legal effect as a handwritten signature. d. Section 10 1 � �Ce-Kind Exchange. If either Buyer or Seller intends for this transaction to be a part of a INITIALS. Buyer Date 6/26/2025 Seller NKB Date a Buyer Date Seller Date Docusign Envelope ID: D3F91686-E9BA-4A9A-9BC8-49CBCDBB6FD0 Docusign Envelope ID: FB4135BA-EB16-4F04 A104-99107764A2E7 Kidder Kidder Mathews © Commercial Brokers �p CBA ALL RIGHTS RESERVED 25, Mathews 12886 Interurban Ave. S. AssocVV ED Seattle, WA 98168 Form: PS_1A Phone: 206-248-7300 Purchase & Sale Agreement Fax: 206-248-7342 Rev. 9/2024 Page 14 of 17 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) 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 this provision, no party shall be obligated to extend closing as part of its agreement to facilitate completion of a like -kind exchanged. In addition, notwithstanding Section 41 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. 44. 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, applications or other development work product relating to the Property in Buyer's possession or control as of the date this Agreement is terminated. 45. 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. 46. Agency Disclosure. Buyer Brokerage Firm, Buyer Brokerage Firm's Designated Broker, Buyer Brokerage Firm's Branch Manager (if any) and any of Buyer Brokerage's Firm's Managing Brokers who supervise Buyer Broker represent the same party that Buyer Broker represents. Listing Firm, Listing Firm's Designated Broker, Listing Broker's Branch Manager (if any), and any of Listing Firm's Managing Brokers who supervise Listing Broker represent the same party that the Listing Broker represents. All parties acknowledge receipt of the pamphlet entitled "Real Estate Brokerage in Washington." 47. Buyer Broker's Compensation Disclosure. a. Compensation from Seller. The compensation offered and paid to Buyer Brokerage Firm by Seller for providing buyer brokerage services to Buyer related to the Property is: ❑ Offered: % of purchase price; Paid: % of purchase price ❑ Offered: $ ; Paid: $ ❑ Offered: Other: ; Paid: Other: b. Compensation from Listing Firm. The compensation offered and paid to Buyer Brokerage Firm by the Listing Firm for providing buyer brokerage services to Buyer related to the Property is: ❑ Offered: % of purchase price; Paid: % of purchase price ❑ Offered: $ ; Paid: $ ❑ Offered: Other: ; Paid: Other: S CD INITIALS. buyer Date 6/26/2025 Seller6 Date 41117 Buyer Date Seller Date Docusign Envelope ID: D3F91686-E9BA-4A9A-9BCB-49CBCD8B6FD0 Docusign Envelope ID: F841355A-EB16-4F04-A104-99107764A2E7 Kidder Kidder Mathews © Commercial Brokers95 laUon +CBA Mathews 12886 Interurban Ave. S. Assco Seattle, WA 98168 ALL RIGHTS RESERVED V Phone:206-248-7300 Form: Purchase 8 Sale Agreement Fax: 206-248-7342 Rev. 912024 Page 15 of 17 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) 48. Seller's Acceptance and Brokerage Agreement. Seller agrees to sell the Property on the terms and conditions herein. The Listing Firm's compensation shall be paid as specified in the listing or commission agreement. If there is no written listing or commission agreement, Seller agrees to pay to Listing Firm compensation of 5.00 % of the sales price or $ . The compensation to Buyer Brokerage Firm shall be paid as set forth In this Agreement. Seller and Buyer consent to Listing Firm and Buyer Brokerage Firm receiving compensation from more than one party and to the sharing of compensation between firms. Seller and Buyer hereby assign to Listing Firm and Buyer Brokerage Firm, as applicable, a portion of their funds in escrow equal to such compensation and irrevocably instruct the Closing Agent to disburse the compensation directly to the Firm(s). In any action by Listing Firm or Buyer Brokerage Firm to enforce this Section, the prevailing party is entitled to reasonable attorneys' fees and expenses. The Property described in attached Exhibit A is commercial real estate. Notwithstanding Section 45 above, the pages containing this Section, the parties' signatures and an attachment describing the Property may be recorded. Listing Broker and Buyer Broker Disclosure. EXCEPT AS OTHERWISE DISCLOSED IN WRITING TO BUYER OR SELLER, THE BUYER BROKER, LISTING BROKER, AND FIRMS HAVE NOT MADE ANY REPRESENTATIONS OR WARRANTIES OR CONDUCTED ANY INDEPENDENT INVESTIGATION CONCERNING THE LEGAL EFFECT OF THIS AGREEMENT, BUYER'S OR SELLER'S FINANCIAL STRENGTH, BOOKS, RECORDS, REPORTS, STUDIES, OR OPERATING STATEMENTS; THE CONDITION OF THE PROPERTY OR ITS IMPROVEMENTS; THE FITNESS OF THE PROPERTY FOR BUYER'S INTENDED USE; OR OTHER MATTERS RELATING TO THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE PROPERTY'S ZONING, BOUNDARIES, AREA, COMPLIANCE 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. S CD INITIALS: Buyer Date 6/26/2025 Seller Date 0(41(11 Z Buyer Date Seller Date Docusign Envelope ID: D3F91686-E9BA-4A9A-9BC8-49CBCD8B6FD0 Docusign Envelope ID: FB41355A-EB16-0F04-A104-99107764A2E7 Kidder Kidder Mathews Commercial Brokers Association Mathews 12886 Interurban Ave. S. ALL RIGHTS RESERVED Seattle, WA 98168 Phone: 206-248-7300 Purchase &SalAgreement Fe 1A Fax: 206-248-7342 Rev. 9/2024 Page 16 of 17 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) IN WITNESS WHEREOF, the parties have signed this Agreement intending to be bound. Buyer Nazary Ivanchuk aftWaddhtype of entity Buyer Av j= 1" tujA Member [tjure and title Buyer Printed name and type of entity Buyer Signature and title Date signed 6/26/2025 Date signed Seller Nancy Backus Auburn Seller Printed name and type of entity Printed name and type of entity Seller I -- Mayor Seller re seeueene Signature and title Signature and title Date signed 8/20/2025 Date signed CDS 6/26/2025 INITIALS. Buyer Date Seller W� DateV-V Buyer Date Seller Date V CBA Docusign Envelope ID: D3F91686-E9BA-4A9A-9BC8-49CBCD8B6FD0 Docusign Envelope ID: FB41355A-EB1 6-4F04-A1 04-99107764A2E7 Kidder Kidder Mathews ©Commercial Brokers Association EnMathews 12886 Interurban Ave. S. ALL RIGHTS RESERVED Seattle, WA 98168 Form: PS 1A Phone:206-248-7300 Purchase &Sala Agreement Fax: 206-248-7342 Rev. 9/2024 Page 17 of 17 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) EXHIBIT A * [Legal Description] V CBA Legal De4ofip#iow, e thrpugh lt'jhcl ive, B1 , t• wh it . f:L 80l6,.accordig0tott e; plat, re in 1olgltne. 8 of 11a% at pages 72F iri: iCing.Cauriiy. asfiirrgtan; Extept that..portion of said' Lots .s throu ' h -13 -reserved for`Publio road. (ig tE-of-,way. Ifing West of, the 6floWiing deli cribed One: �fli;�>�eni~iing, at"S'g �t�eet Nar�ft�vest Statlotllrig 1in8 4+�'�.4�_l�Caeshawnansheet�'i�f3 of �eccr+� of`:�ur�eyflte�in'�ailalrri��t5 of SueveY�.at��.ge �t:�9.B�us�l�r�i~�srarding.n�rnb>� .2002-1205900008, � c+ar is;of:l4frt _ .aunty,'u9 hAingto Thence south steiy:, to a :00tz t 'dnjh0 eautb 44+ 'of . `atd i afi_ -8 (voted at 'T Stci et Northwest Wlading 4+7399.and s :18. f ei c% tt#�. In Iry ti<u poir�t;c f begfnriir�ig;: Ttiettce'rtatthel'xY to pc in o the t d i lima of $ald-t ul 11;"W' 4teO-at"B! "' - 0 -et it et I �tat'roiriirig. 8+� r ::38; 21r7€I:. �34'1 fcetri�irt; Thenee horftas16dy to a puinflocated at"Wg Street'Stredt' Wrfttst. Stat taning.6+34A8 and: 92.561eet right, Thenco,nottheastedy to 'a goint lboated:at n$a Street NoirlhWe6t Stet3dr hg-0+85.7'4. and 123.37 feet right; Thence, northeaSteriy tv a point' on the -east -line ,of .tAid Lot 13 .located at "S'' Strget Northwest Stationini q 6'+M70 afid. 144,20 f6etAgitt:and.+,the temiinuii.o,f_thls 11n.s: Containing 12,080 square feet, * To ensure accuracy in the legal description, preliminary commitment for title insurance or neglect to label the substitution "Exhibit A." Yi in transcription may render the legal descripti consider substituting the legal description contained in the i copy of the Property's last vesting deed for this page. Do not �u should avoid transcribing the legal description because any error m inaccurate and this Agreement unenforceable. S CD6/26/2025 INITIALS: Buyer Date Seller lY\b Date /q) + 1 %i Buyer Date Seller Date File 25000201183 Stewart Title Guaranty Company 1012/2025 10:10 AM Co Estimated Seller's Closing Statement Stewart Title Guaranty Company, Seattle 1420 Fifth Avenue, Suite 440, Seattle, WA 98101, (206) 701-1889 Escrow Officer: Chelsey Parra .. .................................................................... ....... "' . ..... .. ... . ........... ..... .. * " * .... ... . ..... * .... .............. ............ .. .... . eller(s) City of Auburn, a municipal corporation of King County, Washington, 25 West Main Street, Auburn, WA 98001-4998 Huyer(s) Industrial Works, LLC, 24913 104th Ave SE, Kent, WA 98030 Lendeir(s) Property Property Address XXX Vacant Land Auburn, Washington 98001 PIN 429720-0115-02 429720-0120-05 Closing Date 10/3/2025 Disbursement Date 10/3/2025 Proration Date 10/3/2025 Debit j SalesPrjqe/Consideratloo�i:; .. ........ - ... ...... ........ . ....................... . . ... ... . ..... .. .. . .. . .. ... ... . contract sales price ........ .... . .. ......... ....... .... . ................ . rt ........ ... Coun y_ti� 2 429720-0116-0 10/3/2026 to 1/112026.0, t7wyE., &6�iv taxes (Parcel-429720-0120-05)'ibi�P�ag"i�"'i*il�/"2-0-2-6'CoD$18.61/vr Title`Cher ei6rnent or clos .......... . . -- Title Insurance to bwner's covWa6; In-9-f-pe to §.t.awari; T.I.t.l.eGuaranty Company ..... ... .. . ... Stewart Title Guaranty Company ........... ........ . . . . ............ $3,032,75 . .... ...... .. ..... ................ .... .... . . .. ...... .................. .. ...... ..... ... . ..... . . .. . ... .............. I ......... . ............... ........... ............... I ... .................... .. . $6-01.0.....0-0. ... .... ... ..... ... . - ....... $441.00 $441 .0 0 Sales Tax on Owner's title premium ,§WfWfiix on- S—e-til 9 m—E-)—niRdip singfee 1 6-11 1-111 1-1 ....... ....................... .......... ... .... - . ................ -I... I -gyrier/Express fees to Stewart TItl( fe es to -.1.1.1-1.11.- .... ........ .. ...... .... ........... .. ............ .... .... ... ..... .....$.. . ...46..... ..6.... .... . ... ... ............ ..... .......... .. ompanyn 4 $62.10 ...... . ............. . .. ........ .. .......... . .... ............ ..... ....... ........ .................... ...... ............ ............ ........ ..... . ... $100.00 ipany................. 0.35 ............... ..... .. . .... .. . ... ......... to STG oRecording . .. . . .... . ..... ...... $10.00 Subtotal: $4,301.84 $60,664,20 Balance due to Seller: $56,362.36 Totals: $60,664.20 $60,664.20 Page 1 File 25000201183 Stewart Title Guaranty Company 10/2/2025 10:10 AIA Estimated Seller's Closing Statement Dated as of this 6 ` -' day of O U ob er 2o2-5 5eller(s): City of Auburn a municipal corporation By: Nancy BacJ�W , a r Stewart Title Guaranty Company, a Texas corporation By: Chelsey Parra, Commercial Escrow Officer Date Page 2 Chelsey Parra Stewart Title Guaranty Company - Commercial Escrow Officer Commercial Services A/Pstewart1420 Fifth Avenue, Suite 440 TITLE Seattle, WA98101 (206) 770-8880 Phone (206) 673.8278 Fax chelsey.parra@stewart.com DISCLOSURES TO THE CLIENTS UNDER APR-12 RE: Escrow No.: 25000201183 Seller: City of Auburn, a municipal corporation of King County, Washington Buyer: Industrial Works, LLC Property Address: XXX Vacant Land Auburn, WA 98001 The documents for this transaction have been prepared by a Limited Practice Officer admitted by the Washington State Supreme Court to the Limited Practice of Law under APR 12, Under this Rule: 1) Your Limited Practice Officer may select, prepare and complete documents in a form previously approved by the Limited Practice Board; 2) Your Limited Practice Officer is not acting as the advocate or representative of any of the clients to this transaction; 3) The documents prepared by your Limited Practice Officer will affect the legal rights of the clients to this transaction; 4) Your interest in these documents may differ from the interest of the other clients to this transaction; 5) You have the right to be represented by a lawyer of your own selection; and 6) Your Limited Practice Officer cannot give you legal advice as to the manner in which the documents affect you or any other party to this transaction. The Limited Practice Officer is only permitted to select and complete documents which have been approved by the Limited Practice Board in accordance with a written Purchase and Sales Agreement which contains all of the basic terms of the transaction. The following documents have been prepared for this transaction under the direction of your Limited Practice Officer: [xj Bargain and Sale Deed [x] Excise Tax Affidavit The Limited Practice Officer is not permitted to negotiate terms which are not included in the written Purchase and Sales agreement. The Limited Practice Officer Is not permitted to practice law. In this transaction, your Limited Practice Officer is Chelsey Parra, LPO No. 11040 Stewart Title Guaranty Company - Commercial Services BY: Chelsey Parra, LPO No. 11040 I have received and read a copy of the Disclosure, and understand its contents this day of , 2025. Buyer(s) Industrial Works LLC a Washington limited liability company A Daniil Ivanchk, Manager & Sole Member I have received and read a copy of the Disclosure, and understand its contents this day of October , 2025. Seller(s) City of Auburn a municipal corporation By: Nancy AE�Vay holsey tewarAoAst Comme Parra Commercial Escrow Officer TITLE Stewart Title Guaranty Company - Commercial Services 1420 Fifth Avenue, Suite 440 Seattle, WA 98101 (206) 770-8880 Phone (206) 673-8278 Fax chelsey.parra@stewaft.com TO: Stewart Title Guaranty Company - Commercial Services - Seattle RE: Escrow No.: 26000201183 Preliminary Commitment No.: PROPERTY: Property Address XXX Vacant Land Auburn, Washington 98001 PIN 429720-0115-02 429720-0120-06 Industrial Works, LLC ("Buyer") and City of Auburn, a municipal corporation of King County, Washington ("Seller") hereby instruct Stewart Title Guaranty Company - Commercial Services ("Escrowee") to act as an independent third party to close this transaction in accordance with the following instructions and the agreement regarding the purchase and sale of the Property between Buyer and Seiler dated June 20, 2025, and all addendums there (the "Purchase and Sale Agreement"). Practice of Law Escrowee may select, prepare and complete certain documents which may substantially affect Buyer's and Seller's legal rights. Buyer and Seller acknowledge they have been advised that they should consult with an attorney of their choice before signing the documents If they have questions regarding such documents or the impact of such documents on their legal rights. Buyer and Seller acknowledge that neither Escrowee nor its employees: .(a) are licensed to practice law or permitted to offer legal advice of any nature; and/or (b) have provided any legal or other advice regarding the merits of this transaction or the manner in which Buyer should hold title. Purchase and Sale Aareement Escrowee has received a copy of the Purchase and Sale Agreement. In the event there is a variance between the terms of the Purchase and Sale Agreement and the final terms of the sale as evidenced by the documents delivered under these or other instructions, and the closing statements agreed to by the parties, closing shall be in accordance with such documents, instructions and closing statements. Buyer and Seller agree that all terms and conditions of the Purchase and Sale Agreement have been met, waived, or satisfied, or will be resolved outside of escrow and that Escrowee shall not be responsible for same. Buyer and Seller acknowledge that Seller's disclosure statement as required under Title 64 of the Revised Code of Washington will be delivered or waived outside of escrow and is not to be considered a condition of closing. Delivery of Documents and Funds Seller has or shall deposit with Escrowee the following: File Number: 25000201183 Page 1 of 6 Escrow Instructions Sale WA BP COM (*) Bargain and Sale Deed (*) Excise Tax Affidavit (*) Additional Documents: Disclosure to Clients underAPR 12, Attachment 1 to Escrow Instructions Disbursements of Seller Proceeds, Affidavit and Statement Regarding Possession and Repairs or Alterations, Foreign Investment Real Property Tax Act Affidavit, Information for Real Estate 1099-S Report Filing Buyer has or shall deposit with Escrowee such documents as may be required of them to close this transaction. Buyer has deposited $5,000.00, In U.S, funds as Earnest Money with Stewart Title Guaranty Company and either Buyer or Buyer's lender will deliver to Escrowee funds sufficient to close. Buyer and Seller acknowledge that all funds delivered into escrow are subject to immediate deposit, and that all checks must clear and be credited to Escrowee's trust account as good and sufficient U.S, funds before closing can be completed. Any delay in clearing deposits will delay closing. Escrowee shall proceed with closing and thereafter pay out said funds when (a) all documents are signed; (b) all funds are available to close; (c) if Buyer is borrowing funds for the purchase of the Property, Buyer's lender has reviewed and released for recording; (d), the necessary conveying document(s) and/or such other documents as required by this transaction are recorded; and (e) when the title insurance company selected for the transaction can cause to be issued a policy of title insurance as called for in the Purchase and Sale Agreement, and as may be required by the lender, insuring title in (if by Deed) or an interest in (if by Contract), the named Buyer, free from encumbrances other than matters approved below (see "Status of Title and Encumbrances"). Any additional Instructions given to Escrowee shall be presented in writing. Buyer and Seller further understand that contemporaneously herewith there may be instructions by third parties which are necessary for the completion of this escrow and are, therefore, made a part hereof; namely, such instructions as may be received from a lender, grantor, vendor, or others, affecting the Property. Status of Title and Encumbrances Buyer and Seiler acknowledge receipt of a copy of the title insurance commitment for the Property dated August 20, 2025 including any supplements ("Commitment") and have examined the legal description contained therein and acknowledge the same to be a full and correct description of the Property. Buyer further agrees to accept the Property subject to: (a) all matters attaching by, through or under Buyer; and (b) the following paragraphs as set forth in the Commitment, which paragraphs are numbered as In the Commitment, and new lender documents to record. Buyer's title Insurance policy will also contain those insuring clauses, exceptions, exclusions, provisions and stipulations customarily contained in the printed provisions of such policy or policies. Buyer Initials Buyer Initials Wk-:� Seller Initials Seller Initials Seller authorizes deduction and payment of all encumbrances except those to be excepted from coverage in the title insurance policy, Seller represents and warrants that at the time of closing there are no liens or other monetary encumbrances (including, but not limited to, mortgages, deeds of trust, mechanic's liens, judgment liens, tax liens, homeowner's or condominium association dues, and special assessments) relating to the Property that are outstanding, payable, or due other than those shown on the estimated closing statement and/or HUD settlement statement (the "Closing Statement"). In the event such representation and warranty is incorrect, Seller agrees to pay any amounts owing and shall indemnify Escrowee for all losses incurred as a result of the incorrect representation and warranty. If there are underlying encumbrances being paid off which require the obtaining of a Fulfillment Deed, Reconveyance, Release or Satisfaction, Seller instructs Escrowee to pay the demand of the appropriate party and obtain and record such document. Seller approves payment of the amount of the demand, including interest and/or penalties and late charges, as shown on the Closing Statement, even if Escrowee has not been able to obtain written verification of the amount claimed as due. Seller authorizes deduction and/or agrees to immediately pay any difference that may result if the final written demand is higher than that shown on the Closing Statement. He Number: 26000201183 Page 2 of 6 Escrow Instructions Sale WA BP CbM In the event any of the mortgages or deeds of trust encumbering the Property are a line of credit, Seller authorizes and Instructs Escrowee to close and reconvey Seller's line of credit. Seller authorizes Escrowee to deliver these instructions to their lender as evidence of Escrowee's authority to close the line of credit. Seller also confirms that the amount shown on the Closing Statement Is accurate and that no further draws will be taken. Seller shall be fully responsible for, and shall immediately pay, any additional amounts due. Seller acknowledges that the payoff figures on existing encumbrances may accrue daily interest and are not to be considered paid in full until received by the party entitled thereto and that Interest will be paid to the date of anticipated receipt of funds by the entitled party. The anticipated date of receipt may be five (5) working days following the closing, Any additional funds necessary to satisfy the encumbrances shall be deposited with Escrowee by Seller immediately upon Escrowee's request. In the event any monetary demands are made pertaining to the above referenced matters after closing, Seller herein agrees to immediately pay, remove or otherwise settle said matters. Closina Statements and Pro -rations Buyer and Seller authorize payment of all disbursements and charges as itemized on the Closing Statement. Buyer and Seller agree that the Closing .Statement is subject to final adjustment and audit, and may be amended to reflect actual charges and adjustments at the time of closing. If any monetary error is discovered, the party responsible for the item due shall immediately pay into escrow for disbursement such amounts as may be necessary. All pro -rating is to be done as of the date of recording of documents and shall be based on a 365-day year. Property taxes will be prorated on the latest available tax figures. Buyer and Seller acknowledge that in the event property taxes are recalculated by a taxing authority after the closing date (because of recent improvements constructed upon the Property or for any other reason), Buyer and Seller will handle the matter outside of escrow and agree to hold Escrowee harmless from any and all losses or damages stemming therefrom. Taxes for the first half of a calendar year are due and payable on or before April 30th; however, taxes for the first half of the current year cannot be paid prior to February 15th (state certification date) and taxes for the second half of the year are due and payable on or before October 31 st. Tax notices are customarily sent out to the current owner around February 15th for the current year. Escrowee will prorate between the parties as indicated and also collect the next tax installment due for the current year from the Buyer to be paid through the closing. It is the Buyer's responsibility to request from the county treasurer a tax billing for future installments. If the Buyer instructs Escrowee not to collect for the next tax installment due for the current year, the Buyer assumes all responsibility for payment of such installment (s) and understands that the taxing authority may not send out a subsequent billing until February 15 of the following year. Additional Property Taxes for Recent Improvements Washington state law permits the County Assessor to reassess real property upon which new improvements have been constructed (such as a new residence) for a three year period after completion of construction, Escrowee has pro -rated the real property taxes on the basis of the taxes for the current year and has not set aside any funds for payment of any additional taxes which may be subsequently due for the current year and prior years because of reassessment. As a reassessment covers a portion of the time the Property was owned by the Seller, the Seller is responsible for paying that portion of the increased taxes attributable to the period prior to the tax pro -ration date, and the Seller should pay the amount due upon receipt of notice from the Buyer. Such adjustments between Buyer and Seller shall be handled outside of escrow and Escrowee shall have no responsibility or liability therefore. Tax Data Unavailable It is agreed and understood that the 2025 real estate taxes for both subject parcels for this transaction were charged small special charges only that were paid in full. The property is currently carried on the tax rolls as exempt. It will become taxable from the date of transfer to a taxable entity. He Number; 26000201183 Page 3 of 6 Escrow Instructions Sale WA BP COM Taxes have been pro -rated in this escrow based upon the 2025 special charges amounts only. Buyer and Seller agree to Indemnify escrowee from any and all liability which might arise from the non-payment of the 2025 taxes or a discrepancy between estimated tax amounts and the levied tax amount. Any adjustments between parties shall be handled outside of escrow, Buyer shall be responsible for the payment in full of the 2025 real estate taxes as they become due and payable. Buyer initials Buyer Initials INK5 Seller Initials Seller Initials Homeowners Association Escrowee has been instructed to close this transaction, which may or may not have dues payable to a homeowner's association. Per the seller, there are currently no dues payable to an active association and should it be found that after closing there are in fact dues owing, these will be paid directly by the Seller outside of this escrow and Stewart Title will be not be held liable for the payment or proration thereof. Condition of the Pronertv Neither possession of the property nor the condition thereof or suitability for its intended use shall be in any way an obligation of the Escrowee. The compliance with ordinances required by any governing bodies including City or County Short Plat (Subdivision) ordinances will be the responsibility of the Buyer and Seller and Escrowee is relieved of all liability in connection therewith. Any and all charges for building permits or assessed charges in connection therewith will be handled outside of escrow. Authorization to Record. Correct and Complete Buyer and Seller authorize Escrowee to: (a) fill in the date of close of escrow (e.g., the date documents are recorded) and such other necessary dates on any documents related to this transaction; (b) correct any typing, scriveners' or. other similar errors on any documents delivered into escrow; and (c) record any document delivered into this escrow, if necessary or proper for the Issuance of policies of title insurance. Handlina of Funds All disbursements shall be in U.S, funds and shall be by Escrowee's check, or by wire transfer. Escrow funds will be placed in an escrow account that will pay no interest to the depositor. Buyer and Seller acknowledge that because of these and other banking relationships with the depository institutions, Escrowee and its affiliates may receive from some of the depository institutions an array of banking services, accommodations or other benefits. Escrowee and its affiliates also may elect to enter into other business transactions with or obtain loans for investment or other purposes from some of the depository institutions. All of such services, accommodations and other benefits shall accrue, directly or indirectly to Escrowee and its affiliates and they shall have no obligation to account to Buyer and Seller for the value of such services, accommodations or other benefits. Pmnerty Insurance Coverage of the Property with fire or any other type of hazard insurance is the sole responsibility of the Buyer and Escrowee is relieved of any responsibility or obligation in connection therewith, HOWEVER, when a fire/hazard insurance Binder or Policy is required as a condition of closing it shall be submitted to Escrowee and paid for as required. Cancellation Fees In the event this escrow fails to close, a sum sufficient to pay title commitment and escrow cancellation charges shall be paid, and as appropriate, may be deducted from funds held. Disputes. Internleader File Number: 25000201183 Page 4 of 6 Escrow Instructions Sale WA BP COM In the event any dispute shall arise involving a party to this escrow concerning the Property, or in the event conflicting demands or claims are made with respect to this escrow or the rights of any of the parties hereto, it Is expressly agreed that Escrowee shall have the absolute right, at its election, to do any or all of the following; (a) withhold and stop all further proceedings in performance of this escrow; (b) file suit in interpleader and obtain an order from the court requiring the parties to interplead and litigate their claims and rights among themselves (in the event Escrowee files such an interpleader action, Escrowee shall be entitled to use the funds held in escrow to pay all filing fees, attorney's fees and other costs and expenses associated with such suit, and any provisions of the Purchase and Sale Agreement limiting or prohibiting interpleader are hereby superseded); or (c) issue a check to either Seller or Buyer made payable jointly to Seller and Buyer in the amount of the sums in dispute. In the event an interpleader suit is brought, Escrowee shall be immediately fully released and discharged from all obligations to further perform any and all duties or obligations Imposed upon it in this escrow. Buyer agrees jointly and severally with Seller to pay Escrowee all costs, damages, judgments and expenses suffered, expended or incurred by Escrowee in connection with or arising out of this escrow, including, but not limited to, reasonable attorneys' fees. Counternarts These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same affect as if it were the original, and all of which taken together shall constitute one and the same instruction. Personal Property Title to equipment, fixtures, personal property or encumbrances or liens thereon or personal property tax or sales tax associated therewith are not a part of this escrow and will be handled outside of escrow. Retention of Records Buyer and Seller authorize Escrowee to destroy these instructions and all records of this escrow at any time after seven (7) years from the date of these instructions without liability and without need for further notice or approval. Tax Reaortina Seller warrants to Escrowee that if Seller is an individual, Seller is not a non-resident alien for purposes of U.S, income taxation, or if Seller is a corporation, partnership, trust or estate, Seller is not a foreign entity. The Foreign Investment in Real Property Tax Act of 1980 as amended by the Tax Reform Act of 1984 places special requirements for tax reporting and withholding on the parties to a real estate transaction where the transferor (seller) is a non-resident alien or non - domestic corporation or partnership or partnerships. It is understood and acknowledged by the undersigned that; (a) Escrowee will not take an active role in either the determination of the non -alien status of the seller transferor or the withholding of any funds; and (b) Escrowee makes no representations and (c) Buyer and Seller are seeking an attorneys, accountant's or other tax specialists opinions concerning the effect of this Act on this transaction and are not acting on the statements made or omitted by the Escrowee. Utilities The Purchase and Sale Agreement requests that PUBLIC utilities be waived through this escrow. Outstanding balances for all utilities, if any, will be handled by and between the Buyer and Seller outside of escrow. Buyer Initials Buyer Initials 1'4<]�,__Seller Initials Seller Initials Gan Close and Recordinct Once all documents and funds required to close have been deposited into escrow, all conditions precedent to closing have been satisfied, and Stewart Title Guaranty Company is unconditionally and irrevocably committed to issue the policy or policies of title insurance in accordance with the instructions from the parties, the transaction will be deemed to be File Number: 26000201183 Page 5 of 6 Escrow Instructions Sale WA BP COM closed and funds may be disbursed. The recordation of the closing documents is not a closing condition, but is to take place at the earliest opportunity following the close of escrow. Buyer Initials Buyer Initials I`!1U Seller Initials Seller Initials Irrevocable Instructions These instructions shall be irrevocable by either Buyer or Seller for a period of thirty (30) days from the date of last execution hereof and shall be performed within said period or thereafter until written demand is made upon Escrowee for the cancellation thereof. Buyer and Seller acknowledge that they have been afforded adequate time and opportunity to read, understand and approve these escrow instructions and all documents referred to herein. Dated: October 10 -6 , 2025 SELLER(S): City of Auburn a municipal corporation By; C Nancy Backutay Dated: October , 2025 BUYER'S: Industrial Works LLC a Washington limited liability company Daniil Ivanchk, Manager & Sole Member 6 File Number: 25000201183 Page 6 of 6 Escrow Instructions Sale WA BP COM ORDER No.: 25000201183 RE: XXX Vacant Land, Auburn, WA 98001 111B ; _ at 1 =_1H 1. Affiant has requested STEWART TITLE GUARANTY COMPANY to issue its policy(ies) of title insurance, binder(s), commitment(s), preliminary report(s), guarantee(s), or endorsement(s) ("Report"), insuring an interest in or title to the above -referenced real property described in the Report (hereinafter referred to as "the Land") issued in connection with the above -referenced Order No. without exception to or providing certain affirmative insurance against unrecorded matters. 2. Affiant hereby affirms that it is the owner of the estate covering the Land. 3. Affiant hereby affirms that the undersigned is authorized to execute this affidavit, has the ability to execute all instruments necessary to mortgage or convey the Land pursuant to authority, and that the owner was properly created and Is in good standing in its state of origin and Is properly authorized to do business in the state where the Land is located. 4. Affiant hereby affirms that all taxes currently owing on said property are either being paid or are due but not yet delinquent, Affiant further affirms other than as shown in the Report there are no delinquent taxes or tax liens on the Land. 5. Affiant hereby affirms that the present transaction is not made for the purpose of hindering, delaying, or defrauding any creditors of the owner(s) and does not come within the provisions of the Bankruptcy or Insolvency Acts. 6. Affiant knows of no leases, agreements, defects, liens, encumbrances, adverse claims, or other matters affecting the Land, and has not received notice of any pending court action affecting the title to the Land. other than as shown on the Report bearing the above -referenced order number prepared by STEWART TITLE GUARANTY COMPANY. i. That the undersigned has not received any written notice of violation of any covenants, conditions or restrictions, if any, affecting the Land. 8. Affiant hereby affirms that there is no one in possession or entitled to possession of the Land other than the vestee shown in said preliminary report or title commitment except: (if any, please list the parties or insert "None") None Affiant further affirms that no party has an option to purchase said property or has any rights of first refusal to purchase all or any portion of the Land. (If any such right or option exists, so state or insert "None") None File No.: 25000201183 Page 1 of 3 Owners Affidavit NCS 2024 COM 9. Affiant hereby affirms that there are no liens or rights to liens, upon the Land for labor, services, materials, appliances, equipment, or power furnished or to be furnished to the work of improvement which are imposed by law and not shown by the public records whether done by an owner, lessee, sublessee or tenant and which have been completed within six months or which is now in progress, other than the work described as follows; (if any, please list or insert "None") None Affiant agrees to indemnify and hold harmless STEWART TITLE GUARANTY COMPANY against any and all claims arising therefrom. 10. As an inducement to STEWART TITLE GUARANTY COMPANY to issue its policy of title insurance effective as of the date closing occurs without making exception therein of matters which may arise between the effective date of the last continuation of title referenced in the Report and the date the documents creating the interest being insured have been filed for record (hereinafter "Gap Period"), and which matters may constitute an encumbrance on or affect said title, the undersigned agrees to promptly defend, remove, bond or otherwise dispose of any encumbrance, lien, or objectionable matter of title which may arise or be filed, as the case may be, against the captioned premises during the Gap Period and the date of recording of all closing instruments, and to hold harmless and indemnify the STEWART TITLE GUARANTY COMPANY against all expenses, costs and attorney fees, which may arise out of the failure to so remove, bond or otherwise dispose of any said liens, encumbrances or objectionable matters, Further, the undersigned shall be liable for all expenses, costs and attorney fees which may be incurred in the enforcement of this agreement, This Affidavit is made to induce STEWART TITLE GUARANTY COMPANY to issue its policies of title insurance with respect to the above captioned matter and the Affiant avers the foregoing statements are true and correct to the best of Affiant's knowledge and belief and further, will indemnify and hold STEWART TITLE GUARANTY COMPANY harmless against any loss or damage sustained as a result of any inaccuracy in the matters asserted hereinabove. The remainder of this page is intentionally left blank Signatures and Notary Acknowledgement on following page File No.: 25000201183 Page 2 of 3 Owners Affidavit NCS 2024 COM Executed under penalty of perjury on this day of October, 2025. AFFIANT: AFFIANT City of Auburn a municipal corporation By: Nancy Ba kGs, or A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate Is attached and not the truthfulness, accuracy, or validity of that document. State of '- ss. County of 16 1,1 t'=, ) Subscribed and sworn to (or affirmed) before me on this Q_p day of OG-FC, 3 —K. 201,6- , by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. potary Signature File No.: 25000201183 Page 3 of 3 Owners Affidavit NCS 2024 COM NN1rUirrrr"'14, O�t�A H CO NOTARY PUBLIC EXP�R�S� Department of P Real Estate Excise Tax Affidavit (RCW B2.45 WAC 458-61A) Revenue V Only for sales In a single location code on or after April 1, 2025. Washington State This affidavit will not be accepted unless all areas on all pages are fully and accurately completed, Form 84 0001 a This form is your receipt when stamped by cashier. Please type or print. ❑ Check box if partial sale, Indicate % sold. List percentage of ownership acquired next to each name. Seller/Grantor 2 Buyer/Grantee Nam- City of Auburn, a municipal corporation of Kina County, Nam,- Industrial Works, LLC, a Washinoton limited liability company Washinoton Mailing addres. 25 West Main Street Clty/state/zip Auburn. WA 98001.4998 Phone (including area code) 253-931-3038 3 Send all property tax correspondence to:O Same as Buyer/Grantee Nam - Mailing address Clty/state/zlp Mailing address 24913104th Ave SE City/state/zl.n Kent, WA 98030 Phone (Including area codes, 2064324819 List all real and personal property tax Personal Assessed parcel account numbers property? value(s) 429720-0115-02 ❑ $ 52.500.00 429720-0120-05 ❑ $1.600.00 Lew Code 0150 ❑ $ 0.00 4 street address of property, XXX Vacant Land. Auburn. WA 98001 This property Is located In [Auburn (King) l (for unincorporated locations please select your county) 0 Check box If any of the listed parcels are being segregated from another parcel, are part of a boundary line adjustment or parcels being merged. Legal description of property (if you need more space, attach a separate sheet to each page of the afffdavlt). Lots 8 through 13, inclusive, Block 3, Townsite of Lewisville, according of the plat thereof, recorded in Volume 8 of Plats, page 72, in King County, Washington. Except that portion thereof dedicated to the City of Auburn by Right of Way Dedication recorded under Recording No. 20160105000393, records of King County, Washington.Situate In the City of Auburn, County of King, State of Washington. 5 191 - Undeveloped land (land only) J 7 List all personal property (tangible and Intangible) Included In selling Enter any additionalcode� (see back of last page for Instructions) Was the seller receiving a property tax exemption or deferral under RCW 84,36, 84,37, or 84.38 (nonprofit org., senior citizen or disabled person, homeowner with limited income)? ❑Yes O No Is this property predominately used for timber (as classified under RCW 84.34 and 84.33) or agriculture (as classified under RCW 84,34.020) and will continue In It's current use? If yes and the transfer Involves multiple parcels with different classifications, complete the predominate use calculator (see Instructions) ❑YesONo price. If claiming an exemption, enter exemption code and reason for exemption. *See dor.wa.gov/REETfaA�xGOiptigp�cG� Exemption No, (sec/sub) W 4�t1 6 IA oI Reason for exemption Seller Is Government entity exempt under 458-61A-205(2) 6 Is this property designated as forest land per RCW 84.33? Wes ONo Is this Type of document Baroaln and Sale Deed property classified as current use (open space, farm and agricultural, or timber) land per RCW 84.34? ❑ Yes O No Date of document Is this property receiving special valuation as historical Gross selling prica 60,655.00 property per RCW 84,267 ❑Yes O No *Personal property (deduct) 0.00 If any answers are yes, complete as Instructed below, Exemption claimed (deduct) 60.655.00 (1) NOTICE OF CONTINUANCE (FOREST LAND OR CURRENT USE) 0.00 NEW OWNER(S): To continue the current designation as forest land Taxable selling price or classification as current use (open space, farm and agriculture, or Excise tax: state timber) land, you must sign on (3) below. The county assessor must then O.DD determine If the land transferred continues to qualify and will indicate Less than $525,000,01 at 1.10z by signing below. If the land no longer qualifies oryou do not wish to From $525,000,01 to $1,525,000 at 1.28% 0.00 continue the designation or classification, It will be removed and the 0.00 compensating or additional taxes will be due and payable by the seller From $1,525,000.01 to $3,025,000 at 2.75% ortransferor at the time of sale (RCW 84,33.140 or 84.34.108). Prior to Above $3,025,000 at 3% 0.00 signing (3) below, you may contact your local county assessor for more 0.00 information. Agricultural and timberland at 1,28% This land: ❑ does ❑ does not qualify for Total excise tax: star- 0.00 continuance. 0.0060 Local 0.00 *Delinquent Interest: state 0.00 Deputy assessor signature Date 0.00 (2) NOTICE OF COMPLIANCE (HISTORIC PROPERTY) Loca I NEW OWNER(S): To continue special valuation as historic property, sign *Delinquent penalty 0.00 (3) below, If the new owner(s) doesn't wish to continue, all additional tax Subtotal 0.00 calculated pursuant to RCW 84.26, shall be due and payable by the seller or transferor at the time of sale. *State technology fee 5.00 (3) NEW OWNER(S) SIGNATURE Affidavit processing fee 6.00 Signature Signature Total due 10.00 A MINIMUM OF $10.00 IS DUE IN FEE(S) AND/OR TAX Print name Print name *SEE INSTRUCTIONS H 1 CERTIFY UNDER PENALTY OF PE�RJUURY THAT THE FOREGOING 15 TRUE AND CORRECT Signature of grantor or agent 1V 16C.0 C ,5 Signature of grantee or agent Name (print) Nancy Back n Name (print', Date & city of signlnp t a , to • b u rn, WA Date & city of signing Perjury in the second degree Is a class C felony which Is punishable by confinement In a state correctional Institution for a maximum term of five ears or by a fine In an amount fixed by the court of not more than $10,000, or by both such confinement and fine (RCW 9A.72.030 and RCW 9A.20.021�1)(c)f , To ask about the availability of this publication in an alternate format for the visually Impaired, please call 360-705-6705, WA Service 711, Teletype (TTY) users may use the Relay by calling REV 84 0001a (3/17/25) THIS SPACE TREASURER'S USE ONLY COUNTYTREASURER Print on legal size paper. When recorded return to: Industrial Works, LLC 24913 104th Ave SE Kent, WA 98030 THE GRANTOR(S), City of Auburn, a municipal corporation of King County, Washington for and in consideration of Ten Dollars ($10,00) and other valuable consideration, in hand paid, bargains, sells and conveys to Industrial Works, LLC the following described estate, situated in the County of King, State of Washington: Lots 8 through 13, inclusive, Block 3, Townsite of Lewisville, according of the plat thereof, recorded in Volume 8 of Plats, page 72, in King County, Washington. Except that portion thereof dedicated to the City of Auburn by Right of Way Dedication recorded under Recording No, 20160105000393, records of King County, Washington. Situate in the City of Auburn, County of King, State of Washington. Abbreviated Legal: (Required if full legal not Inserted above.) Tax Parcel Number(s): 429720-0116-02 and 429720-0120-05 LPB 15-05(r) rev. 4/2009 Page 1 of 2 Dated: October f ,� 2025 City of Auburn a municipal corporation By:� Nancy�Iayor State of Washington County of King Nakie: Jason Whalen It's: t1ty Attorney This record was acknowledged before me on 0 day of October, 2025 by Nancy Backus, the Mayor of City of Auburn, a municipal corporation of King County, Washington. ?,%A f 1Ilk 1 I U 0�J7g4013•• �O�•., Printed name: /-'1 _i)W-1 A 4(1n1)\/ Notary Public tIOTARy - My commission expires: 664 PUBLIC p6. N EXPIO"rRES G'<�.``• 41 WAS j,%% '. LPB 15-05(r) rev, 412009 Page 2 of 2 SELLER CERTIFICATION FOR 1099 REPORTING ON THE SALE OR EXCHANGE OF COMMERCIAL REAL PROPERTY This form must be completed by the seller of a commercial property. The term "seller" includes each owner of the property that is sold or exchanged. Each seller must complete their own form. This information is necessary to determine whether the sale or exchange should be reported to the Internal Revenue Service on Form 1099-S. Seller Name: City of Auburn, a municipal corporation of King County, Washington PART I - SELLER INFORMATION Provide the seller's Legal Name and Taxpayer Identification Number (TIN). If the seller is an individual filing jointly, provide only the primary seller's Name and TIN. Executors/Trustees should not list their Name as the seller unless reporting the proceeds on their personal tax return. Disregarded entities should provide the business owner's Legal Name and TIN. 1. Legal Individual Name: SSN: (xxx-xx-xxxx) OR 2. Legal Entity Name: City of Auburn, a municipal corporation of King TIN/EIN: 4 j- VOd �229 County, Washington (Not DBA or AKA) (XX-Xxxxxxx) Type of Legal Entity Q Corporation ❑ Sub Corp ❑ Partnership ❑ Estate 0 Trust 0 Sole Owned or Disregarded LLC If an LLC, operates as: ❑ Corporation Q Sub Corp ❑ Other: 3. Name for 1099-S, if different: PERMANENT POST CLOSING MAILING ADDRESS Street 25 West Main Street City/State/Zip Auburn, WA 98001-4998 PART II - TRANSACTION INFORMATION Closing Date (MM/DD/YY): File Number: 25000201183 Contract Sales Price: $60,655.00 Description of Property: XXX Vacant Land, Auburn, WA 98001 (Street Address or Brief Legal) County, City and School Taxes paid in advance by seller, charged to buyer If multiple Sellers, request is hereby made that you allocate the sales price amount among the sellers: Is this sale part of a 1031 Tax Deferred Exchange? ❑ Yes 4 No PART III - FOREIGN PERSONS If checked, transferor is a foreign person (nonresident alien, foreign partnership, foreign estate or foreign trust) ❑ Part IV - SELLER CERTIFICATION Under penalties of perjury, I certify that the number shown on this form is my correct Taxpayer Identification Number. I also certify that the other information shown herein is correct. Stewart Title — Seller Certification For Information Reporting © 2018 Stewart. All rights reserved. 1 (800) STEWART I stewart.com i 03/22 File No.: 25000201183 City of Auburn i D- lb 2-5 a municipal corporation Date By: Nancy B us, tyor SETTLEMENTAGENT INFORMATION (to be completed by settlement agent) Name: Stewart Title Guaranty Company - Commercial Services Phone: (206) 701-1889 Address: 1420 Fifth Avenue, Suite 440 Seattle, WA 98101 Tax ID: 74-0924290 SUBSTITUTE FORM 1099 SELLER STATEMENT. Upon completion of this form, if the transaction is deemed reportable the information contained herein will be furnished to the Internal Revenue Service. This form is being provided to you in lieu of a formal tax statement and if you are required to file a return and the IRS determines that the transaction has not been reported, a negligence penalty or other sanction will be imposed upon you for failure to report accordingly. You are required by law to provide the SettlementAgent with your correct taxpayer identification number and if you fail to provide them with the correct taxpayer identification number, you may be subject to civil or criminal penalties imposed by law. Stewart Title —Seller Certification For Information Reporting © 2018 Stewart. All rights reserved. 1 (800) STEWART I stewart.com 1 03122 File No.: 25000201183 Chelsey Parra Stewart Title Guaranty Company - //P�� Commercial Escrow Officer Commercial Services s1420 Flfth Avenue, Suite 440 TITLE Seattle, WA98101 (206) 770-8880 Phone (206) 673-8276 Fax cheisey.parra@stewart, com CERTIFICATION UNDER THE FOREIGN INVESTMENTS IN REAL PROPERTY TAX ACT (FIRPTA) Section 1445 of the U.S. Internal Revenue Code provides that a buyer of a U.S. real property Interest must withhold tax if the seller is a foreign person, unless one of the exceptions of the act applies. The following will inform the buyer and closing agent whether or not tax withholding is required. Note: The above law applies to foreign corporation, partnerships, trusts, estates and other foreign entities, as well as, to foreign Individuals. If the seller Is a corporation, partnership, trust, estate or other entity, the terms "I" and "my" as used below means the corporation or other entity. A real property Interest Includes full or part ownership of land and/or improvements thereon; leaseholds; options to acquire any of the foregoing; and an interest in foreign corporations, partnerships, trusts or other entities holding U.S. Real Estate. SELLER CERTIFICATION: Seller hereby certifies the following: PROPERTY: I am the seller of the property located at: XXX Vacant Land, Auburn, WA 98001 CITIZENSHIP STATUS: I am a non-resident alien ( or foreign corporation, foreign partnership, foreign trust, foreign estate or other foreign business entity, for purposes of U.S. Income taxation. Yes No X TAXPAYER I.D. NUMBER OR SOCIAL SECURITY NUMBER: ADDRESS: My home address Is: 25 West Main Street Auburn, WA 98001-4998 Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and believe It is true and correct and complete. I understand that this certification may be disclosed to the Internal Revenue Service and that any false statement I have made here could be punished by fine, imprisonment or both. Date: 10 -b _ 2-.5 City of Auburn a municipal corporation By: �g . ` _ � °� Nan`by-B _ s, `ayor File Number 26000201183 Page 1 of 1 FIRPTA CL NW File Number 25,00001183 Page 2 of 2 Escrow Instructions Seller Proceeds WA COM A^stiewart' CParra Stewart Tltie Guaranty Company - Commercial Escrow Officer Commercial Services TITLE 1420 Fifth Avenue, Suite440 Seattle, WA 98101 (206)770-8880 Phone (206)673-8278 Fax chelsey.parra@stewart, com ATTACHMENT 1 TO ESCROW INSTRUCTIONS DISBURSEMENT OF SELLER PROCEEDS TO: Stewart Title Guaranty Company - Commercial Services RE: Escrow No.: 25000201183 Stewart Title Guaranty Company - Commercial Services will require that the disbursement of any proceeds in excess of $5,000.00 to be disbursed In one of the ways listed below. Please choose one of the following: Federal Express Address for check (no PO Boxes); X Wire Transfer. Please Initial below. (initial) Wired funds will be wired the following business day after the date of closing; appearing in your account by the end of the business day the wire is sent or sooner. Bank Name: Bank Address: City, State, Zip: Bank Telephone: Routing/ABA Number: My Account Number: Name as it appears on account: Address as it appears on the account: Dated: October ( 0 2025 SELLER(S): City of Auburn a municipal corporation By: Nancy us, y ayor File Number: 25000201183 Escrow Instructions Seller Proceeds WA COM KeyBank of Washington 1 East Main St Ste 190 Auburn, WA 98002 ( 253 ) 833-8622 125000574 471431003238 City of Auburn 25 W Main St, Auburn, WA 98001 Page 1 of 2 Instrument Number: 20251006000597 Document:D Rec: 5304.50 Page-1 of 2 Excise Docs: 3350185 Selling Price: 50.00 Tax Amount: 510.00 Record Date:10/6/2025 2:05 PM Electronically Recorded King County, WA When recorded return to: Industrial Works, LLC 24913 104th Ave SE Kent, WA 98030 Insured by Stewart Title NCS 25000201183 BARGAIN AND SALE DEED THE GRANTOR(S), City of Auburn, a municipal corporation of King County, Washington for and in consideration of Ten Dollars ($10.00) and other valuable consideration, in hand paid, bargains, sells and conveys to Industrial Works, LLC , a Washington limited liability company the following described estate, situated in the County of King, State of Washington: Lots 8 through 13, inclusive, Block 3, Townsite of Lewisville, according of the plat thereof, recorded in Volume 8 of Plats, page 72, in King County, Washington. Except that portion thereof dedicated to the City of Auburn by Right of Way Dedication recorded under Recording No. 20160105000393, records of King County, Washington. Situate in the City of Auburn, County of King, State of Washington Abbreviated Legal: (Required if full legal not inserted above.) Tax Parcel Number(s): 429720-0115-02 and 429720-0120-05 LPB 15-05(r) rev. 4/2009 Page 1 of Instrument Number: 20251006000597 Document:D Rec: $304.50 Page-2 of 2 Record Date:10/6/2025 2:05 PM King County, WA Dated; October 2026 City of Auburn a municipal corporation By: ,T . Nancy kef<us, ayor State of Washington County of King Na e: Jason Whalen It's; 1ty Attorney This record was acknowledged before me on 0 _ day of October, 2025 by Nancy Backus, the Mayor of City of Auburn, a municipal corporation of King County, Washington, vvvNv v � u n r prrrrrl', RlA H `,,�" 137 saoi �'• 0O Printed name: /- f _ 1,4 Ch 1)\/ Notary Public j t4OTARY •; My commission expires: %1�1 (P PUBLIC P�'ti ass/ON EXPIRE`:�� t,0 �. �``��,�fi WASt 1�;a.o'• LPB 16.06(r) rev, 4/2009 Page 2 of 2 File 25000201183 10/6/2025 2:18 PMStewart Title Guaranty Company Final Seller's Closing Statement Stewart Title Guaranty Company, Seattle 1420 Fifth Avenue, Suite 440, Seattle, WA 98101, (206) 701-1889 Escrow Officer: Chelsey Parra Seller(s)City of Auburn, a municipal corporation of King County, Washington, 25 West Main Street, Auburn, WA 98001-4998 Buyer(s)Industrial Works, LLC, 24913 104th Ave SE, Kent, WA 98030 Lender(s) Property Property Address XXX Vacant Land Auburn, Washington 98001 PIN 429720-0115-02 429720-0120-05 Closing Date 10/6/2025 Disbursement Date 10/6/2025 Proration Date 10/6/2025 Debit Credit Sales Price/Consideration Contract sales price $60,655.00 Prorations County taxes (Parcel 429720-0115-02) 10/6/2025 to 1/1/2026 @$18.70/yr $4.46 County taxes (Parcel 429720-0120-05) 10/6/2025 to 1/1/2026 @$18.61/yr $4.44 Commissions Listing broker commission $3,032.75 -NEED CDA to Kidder Mathews $3,032.75 Title Charges Settlement or closing fee to Stewart Title Guaranty Company $600.00 Title insurance to Stewart Title Guaranty Company Owner's coverage $60,655.00 $441.00 $441.00 Sales Tax on Owner's title premium to Stewart Title Guaranty Company $45.64 Sales tax on Settlement/Closing fee to Stewart Title Guaranty Company $62.10 Courier/Express fees to Stewart Title Guaranty Company $100.00 Sales tax on courier/express fees to Stewart Title Guaranty Company $10.35 Recording Fees/Transfer Charges Excise Tax (Exempt) to STG eRecording $10.00 Subtotal:$4,301.84 $60,663.90 Balance due to Seller:$56,362.06 Totals:$60,663.90 $60,663.90 Page 1 File 25000201183 10/6/2025 2:18 PMStewart Title Guaranty Company Final Seller's Closing Statement Dated as of this _________ day of _____________________, _________ Page 2