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14-227.00 Dartmouth, LLC: Purchase of Commercial Property - City HallAGREEMENT TO PURCHASE COMMERCIAL PROPERTY THIS A%REENIENT TO PURCHASE COMMERCIAL PROPERTY is made as of the ,4, day of Ne4 er, 014 (the "Execution Date") between DARTMOUTH, LLC, an Idaho limited liability company (the "Seller") and the CITY OF SPOKANE VALLEY, a Washington municipal corporation (the "Purchaser"), collectively referred to as "Parties." THE PARTIES AGREE AS FOLLOWS: 1. PURCHASE AND SALE. Subject to and upon all of the terms, conditions and provisions of this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the real property located on the southeast corner of Sprague Avenue and Dartmouth Road in the City of Spokane Valley, County of Spokane, Washington, totaling approximately 3.38 acres or 147,288.79 square feet legally described on Exhibit "A" and as depicted on Exhibit "B", together with all easements or appurtenances, and all improvements, if any, located in or on said real property (collectively, the "Property"). 2. PURCHASE PRICE. The purchase price for the Property shall be One Million One Hundred Twenty Six Thousand Seven Hundred Fifty Nine and 24/100 U.S. Dollars ($1,126,759.24) ("Purchase Price"). A. The Parties acknowledge that the Purchase Price is based upon a purchase price of Seven and 65/100 Dollars ($7.65) per square foot and the Seller conveying to Purchaser 147,288.79 square feet. B. Within five (5) days of the Execution Date, Seller shall open escrow with First American Title Insurance Company located at 40 East Spokane Falls Boulevard, Spokane, Washington ("Title Company"). "Opening of Escrow" shall be deemed to have occurred when the Title Company shall have received a fully executed original, or counterpart originals, or a fully executed true and correct copy of this Agreement. 3. PURCHASER'S RIGHT TO ENTER PROPERTY PRIOR TO CLOSING. Purchaser and its employees and agents shall have the right and permission from the date of this Agreement through the Closing Date (or earlier termination of this Agreement) to enter upon the Property or any part thereof at all reasonable times and from time to time for the purpose, at Purchaser's sole cost and expense, of conducting an investigation of the Property. Purchaser shall indemnify and hold harmless the Seller from and against any liens or claims and the like that may be filed or asserted against the Property or Seller by any actions taken by Purchaser in connection with its investigation of the Property. 4. CONTINGENCIES. The obligations of Seller and Purchaser under this Agreement are contingent upon the following: A. Title Review. Seller shall within five (5) days of the Opening of Escrow, at its sole cost and expense, provide to Purchaser a preliminary commitment for an Owner's Standard Policy of title insurance in the amount of the Purchase Price on the Property from the Title AGREEMENT TO PURCHASE COMMERCIAL PROPERTY S1049073.DOC Page l of 15 Coni -ZZ% Company, and shall deliver a copy thereof together with copies of all documents referred to therein, to Purchaser. Purchaser, at its sole cost and expense, shall review the report and documents, and on or before twenty (20) days after receipt of said report and documents Purchaser shall notify Seller in writing of any objectionable exceptions to title contained in said report. If no such written notice of objectionable exceptions to title is given within twenty (20) days of receipt of the title report by Purchaser, it shall be conclusively presumed that Purchaser approves of the title to the Property. In the event Seller shall receive timely notice of any objection of Purchaser to the title, Seller shall have ten (10) days of receipt of written notice to attempt to eliminate any such objectionable title exceptions, except for monetary encumbrances which may be eliminated at Closing. If Seller is unable or unwilling to eliminate any such objectionable title exceptions, or if Seller fails to respond to Purchaser's notice of objection(s), within such ten (10) day period, Purchaser shall have the option to either i) waive such objections, or ii) elect to terminate the Agreement. In the event of such termination, this Agreement shall be without any further force and effect, and Purchaser shall be refunded the Deposit together with any interest accrued thereon. If any new title matters are disclosed in a supplemental title report, then the preceding objection, waiver and termination provisions shall apply to the new title matters except that Purchaser's notice of objections must be delivered within five (5) days of delivery of the supplemental report. Notwithstanding anything above regarding Purchaser's review of title matters, on or before Closing, Seller will eliminate any monetary liens or encumbrances covering the Property and cause all property taxes, assessments, and similar items to be paid current. Any title exception items for which Purchaser has not provided an objection or which Purchaser has waived as provided above in this Section shall not constitute defects or encumbrances on title conveyed by Seller and are deemed "Permitted Encumbrances." B. Delivery of Property Information. Within five (5) days following the Opening of Escrow (as defined below), Seller shall provide to Purchaser, or make available to Purchaser, copies of books and records which may be in Seller's possession relating to the condition and use of Property (the "Property Information"). The foregoing obligation of Seller to provide Property Information is furnished to Purchaser solely as a courtesy, and that Seller has neither verified the accuracy of any statements or other information therein contained nor the qualifications of the persons preparing such information. Seller does not warrant the accuracy of any information contained therein in any way. Seller makes no warranty or representation of any kind as to the accuracy, or any other matter in connection with the provision of Property Information to Purchaser. Seller is providing, to the best of its knowledge, all relevant property information to Seller. Purchaser shall have ten (10) days following receipt of the Property Information to provide Seller with notice of Purchaser's disapproval ("Notice of Disapproval") of the transaction based on Purchaser's evaluation, and Purchaser's discretion, of the Property Information. In the event Seller has not received a Notice of Disapproval of the Property Information within that time, Purchaser shall be deemed to have approved this contingency. C. Boundary Line Adjustment. Purchaser, at its sole cost and expense, shall take all actions reasonable and appropriate to cause the Property to be created as a legal separate tax parcel capable of being separately conveyed as contemplated in this Agreement of a size and configuration identified under Section 1 (the "Boundary Line Adjustment"). The Parties contemplate that Purchaser will accomplish the requirements in this Section through approval of AGREEMENT TO PURCHASE COMMERCIAL PROPERTY S1049073.DOC Page 2 of 15 a boundary line adjustment covering the Property and the additional real property owned and operated by Seller commonly identified as Spokane County Assessor's tax parcel numbers 45201.0116 and 45201.0115. Seller, as the owner of the Property, agrees to provide any appropriate authorizations reasonably necessary to accomplish the Boundary Line Adjustment. The Boundary Line Adjustment is anticipated to be completed and recorded no later than December 15, 2014. D. Demolition of Adjacent Structures. University City, Inc., a Washington corporation ("Adjacent Owner"), is the owner of Spokane County tax parcel number 45201.0119 ("Adjacent Parcel"). The Parties recognize that a parking structure, parking ramp, and related facilities exist that straddle a part of the Property and Adjacent Parcel as generally depicted on Exhibit "C" (the "Parking Facilities"). Seller shall obtain the written agreement of the Adjacent Owner to remove the Parking Facilities at their sole cost and expense, which shall be completed not later than August 1, 2015, substantively in the form attached hereto as Exhibit "D" ("Parking Facilities Demolition Letter"), and Seller shall likewise remove any such Parking Facilities located on the Property no later than August 1, 2015. Purchaser shall be a beneficiary under the Parking Facilities Demolition Letter. 5. CLOSING. A. Closing; Prorations. The purchase and sale hereunder shall be closed in the office of the Title Company (the "Closing"), on the Closing Date. The purchase and sale hereunder shall be closed no earlier than January 2, 2015, and no later than January 30, 2015 (the "Closing Date"). This Agreement is intended to constitute escrow instructions to Title Company. At Closing, Seller shall pay (i) all title insurance premiums for an Owner's Standard Policy of Title Insurance in the amount of the Purchase Price issued by the Title Company for the Property; (ii) one-half of the Closing escrow fees; (iii) all excise or other conveyance taxes on the conveyance of the Property; (iv) real property taxes on the Property prorated through the Closing Date; (v) any recording fees; (vi) all charges necessary for clearing monetary encumbrances from the Property; and (vii) utilities due as of the Closing Date. At Closing, Purchaser shall pay (i) all title insurance premiums for any endorsement of the policy of title insurance requested by the Purchaser; and (ii) one-half of the Closing escrow fees. Any other Closing charges not provided for herein shall be paid as in the usual and customary practice of the county in which the Property is located. Seller and Purchaser shall each pay their respective attorneys' fees. B. Seller Closing Documents. At Closing, Seller shall execute and deliver all documents necessary to effect and complete the Closing, including, but not limited to, the following documents: (1) A Statutory Warranty Deed (the "Deed") conveying fee simple title to the Property, subject only to the Permitted Exceptions; (2) The issuance of an Owner's Standard Policy of Title Insurance, issued by Title Company insuring Purchaser's title to the Property in the amount of the Purchase Price and containing no exceptions other than Permitted Encumbrances; AGREEMENT TO PURCHASE COMMERCIAL PROPERTY S1049073.DOC Page 3 of 15 (3) The Boundary Line Adjustment; (4) An executed Parking Facilities Demolition Letter; (5) An executed Real Estate Excise Tax Affidavit; (6) Seller's FIRPTA Certification; and (7) Such further or additional documents as may be reasonably necessary or appropriate to fully carry out the intent and purpose of this Agreement. C. Purchaser Closing Documents. At the Closing, Purchaser shall execute and deliver all documents necessary to effect and complete the Closing, including, but not limited to, the following: (1) The Purchase Price; (2) An executed Parking Facilities Demolition Letter; (3) An executed Real Estate Excise Tax Affidavit; and (4) Such further or additional documents as may be reasonably necessary or appropriate to fully carry out the intent and purpose of this Agreement. D. Status of Title Company/Closing Protection Letter/Tax Reporting/ Cancellation Charges. By accepting this escrow, Title Company agrees to be bound by the terms of this Agreement as they relate to the duties of Title Company. However, such agreement does not constitute Title Company as a party to this Agreement and no consent or approval from Title Company shall be required to amend, extend, supplement, cancel or otherwise modify this Agreement, except to the extent any such action increases the duties of Title Company or exposes Title Company to increased liability, in which case such action shall not be binding on Title Company unless Title Company has consented to the same in writing. If Title Company does not issue its own title insurance policies, but acts as an agent for an underwriter, as a condition to Title Company acting as such, Title Company shall cause its underwriter to issue to the Parties a closing protection letter in written form satisfactory to Seller and Purchaser within five (5) days following the Opening of Escrow. Title Company agrees to be the designated "reporting person" under §6045(e) of the U.S. Internal Revenue Code of 1986 as amended (the "Code") with respect to the real estate transaction described in this Agreement and to prepare, file and deliver such information, returns and statements as the U.S. Treasury Department may require by regulations or forms in connection with such requirements, including Form 1099-S. If the transaction contemplated by this Agreement fails to close because of Seller's default, Seller shall be liable to Title Company for all customary escrow cancellation charges. If AGREEMENT TO PURCHASE COMMERCIAL PROPERTY S1049073.DOC Page 4 of 15 the transaction contemplated by this Agreement fails to close because of Purchaser's default, Purchaser shall be liable to Title Company for all customary escrow cancellation charges. If the escrow fails to close for any other reason, Seller and Purchaser shall each be liable for one-half of all customary escrow cancellation charges. E. Personal Property. Upon and subject to payment of the Purchase Price and conveyance of the Property to Purchaser in accordance with the provisions of this Agreement, any personal property shall vest in and belong to Purchaser in "AS IS" condition without further payment, and without any warranty of any kind or nature whatsoever, express or implied, including, without limitation, the absence of any warranty of merchantability or fitness for a particular purpose. F. FIRPTA. Title Company is instructed to prepare a certification that Seller is not a "Foreign Person" within the meaning of the Foreign Investment in Real Property Tax Act. Purchaser agrees to sign this certification (the "FIRPTA Certification"). Purchaser represents it is not a "Foreign Person" under Foreign Investment in Real Property Tax Act. 6. REPRESENTATIONS AND WARRANTIES OF SELLER; CONDITION OF PROPERTY. A. Seller Representations. Seller represents that each of the following are true: (i) Seller has full power and authority to enter into and to perform its obligations under this Agreement; and (ii) This Agreement and each of the documents and agreements to be delivered by Seller at the Closing, constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, or similar laws affecting the enforcement of creditors' rights generally, and subject, as to enforceability, to general principles of equity, regardless of whether enforcement is sought in a court of law or equity. B. In addition to the foregoing representations, Seller has provided Purchaser with a Seller Disclosure Statement for Commercial Property ("SDS"). Purchaser acknowledges that Seller has completed the SDS to the best of Seller's actual knowledge without engaging in investigation or inspection of the Property for this purpose. Purchaser understands that, in accordance with RCW Chapter 64.06, Seller will not be liable or any error or inaccuracy or omission in the SDS unless Seller had actual knowledge of the error in accuracy or omission. 7. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby makes the following representations and warranties: A. It acknowledges and agrees that the purchase of the Property is made on an "AS IS," "WHERE IS" and "WITH ALL FAULTS" basis, subject to any patent and latent defects, and, except as expressly made in this Agreement, without any representation or warranty of any kind or nature whatsoever whether expressed or implied, oral or written, past or present, with AGREEMENT TO PURCHASE COMMERCIAL PROPERTY S1049073.DOC Page 5 of 15 respect to the Property. If Closing occurs, and subject to the specific representations and warranties contained herein, (A) Purchaser shall be deemed to have accepted the Property with and subject to all defects and deficiencies; and (B) Purchaser expressly assumes the risk that subsequent events or undiscovered or unknown conditions could make all or part of the Property unsuitable for Purchaser's intended purpose. B. It is not relying on any representation or warranty made by or on behalf of Seller as to any matter not expressly set forth in this Agreement, including, without limitation, any representation or warranty with respect to the condition of the Property or any improvement thereon, any income generated by or any expense related to the Property, the Property's or any improvement's suitability for any use, conformance of the Property or any improvement to local or state building, earthquake or other requirements, or any other matter. Purchaser further represents that it has made such investigation as Purchaser desires concerning the Property, including but not limited to the condition of title of the Property, the physical condition of the Property and any improvements thereon, the fitness of the Property for Purchaser's intended use and the availability of land use approvals and permits for future development of the Property. C. It has no remedy of any kind or nature whatsoever, legal or equitable, against Seller for the condition of the Property or any improvement and Purchaser specifically assumes the risk of any economic loss it occasions by the purchase of the Property, except as specifically set forth in 4.D, above, and 10.C, below. D. That, after approval by the legislative authority of the Purchaser, it has the full power and legal authority to execute and deliver this Agreement and to perform and carry out all covenants and obligations to be performed and carried out by Purchaser hereunder. E. This Agreement and all other instruments and documents executed or delivered in connection with this transaction each constitute legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms. 8. PRE-CLOSING COVENANTS. Beginning on the Opening of Escrow and until the earlier of the Closing or the cancellation of this Agreement, Seller covenants and agrees as follows: (a) Seller shall not commit waste on the Property; and (b) Seller shall not enter into any contracts with respect to the Property that will be binding following the Closing unless otherwise consented to by the Purchaser, in writing. 9. COOPERATION. Purchaser and Seller agree to cooperate in the execution of all documents or instruments as are required by either party to perform the obligations of the Parties hereunder, as long as such cooperation imposes no materially greater or different burden upon such party than is otherwise imposed by the terms of this Agreement. 10. DEFAULT - TERMINATION. A. Purchaser Default. The occurrence of any of the following will constitute a default by Purchaser under this Agreement if, by the time set for the Closing, Purchaser has failed: (a) to deposit into escrow the documents and other items to be deposited by Purchaser in AGREEMENT TO PURCHASE COMMERCIAL PROPERTY S1049073 .DOC Page 6 of 15 escrow by the time set for Closing; or (b) to perform any other obligation of Purchaser to be performed by the time set for Closing. B. Seller Default. The occurrence of any of the following will constitute a default by Seller under this Agreement if, by the time set for the Closing, Seller has failed: (a) to deposit into escrow with the Title Company the documents and other items to be deposited by Seller in escrow by the time set for Closing; or (b) to perform any other obligation of Seller to be performed by the time set for Closing. C. Purchaser Remedies. In the event this Agreement fails to close due to material default by Seller, Purchaser shall have the right to elect to either (i) terminate this Agreement by written notice delivered to Seller on or before Closing whereupon the Parties hereto shall thereafter have no further liabilities or obligations one to the other; (ii) waive Seller's default and proceed to Closing as provided by this Agreement; or (iii) commence an action for specific performance of the obligations under this agreement. 11. ATTORNEY FEES. Should any party hereto bring any action under this Agreement against any other party hereto, its validity, enforceability, scope or subject matter, the prevailing party or parties shall be awarded its or their reasonable attorney fees and costs incurred for prosecution, defense, consultation or advice in connection with such action. 12. NOTICES. Any notice, consent or approval required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given upon (i) hand delivery, (ii) one (1) business day after being deposited with Federal Express or another reliable overnight courier service, with receipt acknowledgment requested, or (iii) upon receipt or refused delivery deposited in the United States mail, registered or certified mail, postage prepaid, return receipt required, and addressed as follows: If to Purchaser: City of Spokane Valley Attn: Mike Jackson, City Manager 11707 East Sprague Avenue, Suite 106 Spokane Valley, Washington 99206 Telephone: (509) 921-1000 Required Copy to: City of Spokane Valley Cary P. Driskell, City Attorney 11707 East Sprague Avenue, Suite 103 Spokane Valley, Washington 99206 Telephone: (509) 720-5105 If to Seller: Dartmouth, LLC Attn: H. James Magnuson 1250 W. Northwood Center Court Coeur d'Alene, Idaho 83814 (208) 666-1596 AGREEMENT TO PURCHASE COMMERCIAL PROPERTY S1049073.DOC Page 7ofl5 Required Copy to: Daniel E. Finney / Nathan G. Smith Witherspoon • Kelley 422 W. Riverside Avenue, Suite 1100 Spokane, Washington 99201 Telephone: (509) 624-5265 13. SURVIVAL. All warranties, representations and agreements contained herein or arising out of the sale of the Property by Seller to Purchaser shall survive the delivery and recordation of the Deed, the payment and delivery of the Purchase Price, and the Closing for a period of one (1) year after the date of recordation of the Deed. 14. GOVERNING LAW; JURISDICTION; WAIVER OF JURY. This Agreement shall be governed by and construed under the laws of the State of Washington without regard to conflicts -of -laws principles that would require the application of any other law. Each party hereby consents to the exclusive jurisdiction of any court of competent jurisdiction in the County where the Property is located, in any action related to or arising under this Agreement. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND AGREES THAT ANY SUCH LITIGATION SHALL BE CONDUCTED BEFORE A JUDGE SITTING WITHOUT A JURY. 15. INTEGRATION; MODIFICATION; WAIVER. This Agreement and the Closing documents prepared pursuant to this Agreement constitute the complete and final expression of the Agreement of the Parties relating to the Property. This Agreement cannot be modified, or any of the terms hereof waived, except by an instrument in writing (referring specifically to this Agreement) executed by the Seller and Purchaser. 16. COUNTERPART AND FACSIMILE EXECUTION. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed to be one agreement. This Agreement may be executed pursuant to original or facsimile copies of signatures, with the same effect as if the Parties had signed the document pursuant to original signature. 17. HEADINGS; CONSTRUCTION. The headings which have been used throughout this Agreement have been inserted for convenience of reference only and do not constitute matter to be construed in interpreting this Agreement. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural and vice versa, unless the context requires otherwise. The words herein, hereof, hereunder, and other similar compounds of the word here when used in this Agreement shall refer to the entire Agreement and not to any particular provision or section. Seller and Purchaser acknowledge that each party and its counsel have reviewed this Agreement and that the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any document AGREEMENT TO PURCHASE COMMERCIAL PROPERTY S1049073.DOC Page 8 of 15 executed and delivered by either party in connection with the transactions contemplated by this Agreement. 18. TIME OF THE ESSENCE. Time is of the essence of this Agreement and of the obligations of the Parties to purchase and sell the Property. 19. INVALID PROVISIONS. If any one or more of the provisions of this Agreement, or the applicability of any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of this Agreement and all other applications of any such provision shall not be affected hereby. 20. NO ASSIGNMENT. Purchaser may not assign or otherwise transfer any of its rights under this Agreement without the prior written consent of Seller, which will not be unreasonably withheld. No assignment shall release Purchaser from any of its obligations under this Agreement. 21. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of Seller and Purchaser, and their respective successors and permitted assigns. 22. FURTHER ACTS. In addition to the acts recited in this Agreement to be performed by Seller and Purchaser, Seller and Purchaser agree to perform or cause to be performed at Closing or after Closing any and all such further acts as may be reasonably necessary to consummate the transactions contemplated hereby. 23. DAMAGE OR DESTRUCTION; CONDEMNATION. A. If, prior to conveyance of the Property to Purchaser, the improvements thereon are damaged or destroyed by fire or other casualty, Seller will promptly deliver written notice to Purchaser of such casualty. If the cost to restore the damage or destruction is more than ten percent (10%) of the Purchase Price, (a) either Party may terminate the purchase and sale of the Property by giving written notice to the other within the earlier of twenty (20) days following notice of the occurrence of such damage or the Closing Date; and (b) in any other case, the purchase and sale of the Property shall nevertheless proceed, and upon conveyance of the Property, Seller shall assign and pay over to Purchaser all proceeds of insurance or claims to uncollected insurance proceeds not expended by Seller to repair and restore the damage or destruction or render the Property safe, and any work incomplete at the time of conveyance of the Property to Purchaser shall be completed and paid for by Purchaser unless Purchaser elects at its own risk, cost and expense to discontinue the work (but any proceeds of insurance against loss of income or rental shall be prorated as of date of conveyance of the Property). If either party elects to terminate this Agreement neither party hereto will have any further duties or obligations hereunder. Seller shall give notice to Purchaser reasonably promptly after Seller's receiving notice of damage or destruction of all or any part of the Property. If necessary, the Closing Date shall be postponed until Seller has given any notice to Purchaser required by this Section 23 and the period of twenty (20) days described in this Section 23 has expired. AGREEMENT TO PURCHASE COMMERCIAL PROPERTY S1049073.DOC Page 9 of 15 B. If, before the Closing Date, proceedings are commenced for the taking by exercise of the power of eminent domain of all or a material part of the Property which, as reasonably determined by Purchaser, would render the Property unsuitable for Purchaser's intended use, Purchaser shall have the right, by giving notice to Seller within twenty (20) days after Seller gives notice of the commencement of such proceedings to Purchaser, to terminate this Agreement, in which event this Agreement shall terminate. If Purchaser has the right to terminate this Agreement pursuant to the preceding sentence but Purchaser does not exercise such right, then this Agreement shall remain in full force and effect and, on the Closing Date, the condemnation award (or, if not theretofore received, the right to receive such award) payable on account of the taking shall be transferred to Purchaser. Seller shall give notice to Purchaser reasonably promptly after Seller's receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. 24. POSSESSION. Purchaser shall be entitled to exclusive possession of the Property upon Closing. 25. WAIVERS. No waiver of any provision of this Agreement or any breach of this Agreement shall be effective unless such waiver is in writing and signed by the waiving party and any such waiver shall not be deemed a waiver of any other provision of this Agreement or any other or subsequent breach of this Agreement. 26. BROKERAGE. The Parties warrant to each other that neither has employed the service of a broker for the purpose of negotiation or execution of the transaction contemplated by this Agreement except as provided below. If any person asserts a claim to a finder's fee, brokerage commission or other compensation on account of alleged employment as a finder or broker or performance of services as a finder or broker in connection with this transaction, the party under whom the finder or broker is claiming shall indemnify, defend, and hold harmless the other party and such party's related parties for, from and against any and all Claims in connection with such claim or any action or proceeding brought on such Claim. As used in this Section, "Claims" means any and all obligations, debts, covenants, conditions, representations, costs, and liabilities and any and all demands, causes of action, and claims, of every type, kind, nature or character, direct or indirect, known or unknown, absolute or contingent, determined or speculative, at law, in equity or otherwise, including attorney fees and litigation and court costs. Seller has engaged the services of Jim Koon of Black Commercial, Inc., and Seller will pay said broker a commission equal to three and one-half percent (3.5%) of the Purchase Price at Closing. [Signature Page to Follow] AGREEMENT TO PURCHASE COMMERCIAL PROPERTY S1049073.DOC Page 10 of 15 IN WITNESS WHEREOF, the Parties have executed the foregoing Agreement effective as of the date appearing above. SELLER: PURCHASER: DARTMOUTH, LLC, an Idaho limited CITY OF SPOKANE VALLEY, a Washington liability company municipal corporation By: 04 hilar,...---- By: Its: tll76 t (5e / Its: City M. /, ger AT ES i y Clerk APPROVED AS TO FORM: a•K P. Offic j f the Cit ttorney AGREEMENT TO PURCHASE COMMERCIAL PROPERTY S1049073.DOC Page 11 of 15 EXHIBIT A Legal Description All that portion of Parcels "E" and "F" of Binding Site Plan BSP -56-97, as recorded in Book 2 of Binding Site Plans, Pages 7 and 8, records of Spokane County, being a portion of the Northwest Quarter of the Northeast Quarter of Section 20, Township 25 North, Range 44 East, W.M., more particularly described as follows: The North 280.00 feet of said Parcel "F"; TOGETHER WITH the North 280.00 feet of the West 97.00 feet of said Parcel "E"; Situate in the City of Spokane Valley, County of Spokane, State of Washington. Said parcel containing an approximate area of 147,288.79 square feet, or 3.38 acres, more or less. AGREEMENT TO PURCHASE COMMERCIAL PROPERTY S1049073.DOC Page 12 of 15 EXHIBIT B Property Depiction AGREEMENT TO PURCHASE COMMERCIAL PROPERTY S1049073 .DOC Page 13 of 15 EXHIBIT C Parking Facilities Primed from !m. .,spt*attacourny org as .09/11/014 at 11 AM AGREEMENT TO PURCHASE COMMERCIAL PROPERTY S1049073.DOC Page 14 of 15 EXHIBIT D Parking Facilities Demolition Letter [Dartmouth, LLC Letterhead] [Date] City of Spokane Valley 11707 E. Sprague Ave., Suite 106 Spokane Valley, WA 99206 RE: University Ciry, Inc. and Dartmouth, LLC - Demolition of Parking Facilities Dear Sir or Madam: Reference is made to that certain Agreement to Purchase Commercial Property by and between Dartmouth, LLC, an Idaho limited liability company, as Seller, and City of Spokane Valley, a Washington municipal corporation, as Purchaser (the "Purchase Agreement"). Pursuant to Section 4.D. of the Purchase Agreement, the undersigned Seller and University City, Inc., a Washington corporation, acknowledge the obligation to demolish the Parking Facilities described in the Purchase Agreement prior to August 1, 2015. Seller and University City, Inc., acknowledge the Purchaser is an intended beneficiary of the obligation to demolish the Parking Facilities under the Purchase Agreement and shall have the right to enforce the obligations described herein, including commencing an action for specific performance. In the event an action is commenced to enforce this Parking Facilities Demolition Letter, the prevailing party shall be entitled to its reasonable attorney fees and related court costs. Nothing herein is intended to modify obligations of the Parties to the Purchase Agreement or any agreement between Dartmouth, LLC, and University City, Inc., for the demolition of the Parking Facilities. Acknowledged and Agreed: Dartmouth, LLC, an Idaho limited liability company ihr ma P� University City Inc., a Washington corporation By: Its: i a P/y By: Its: City o po ,; • Valley, a Washington municipal corporation By: Its: C,' / tol1Q /a`T'/9 /Q-4 r AGREEMENT TO PURCHASE COMMERCIAL PROPERTY S1049073.DOC Page 15 of 15