22-233.00 First American Title Insurance Co: SV Partners Purchase & Sale Agreement Escrow • •
THIRD PARTY DEPOSIT INSTRUCTIONS
By and betweencity of Spokane vaney(Depositor) and First American Title Insurance Company ("Escrow Agent")
Crystal Flood, address at 920 Fifth Avenue, Suite 1200, Seattle, WA 98104, dated December 16,2022
WHEREAS Escrow Agent has opened that Escrow File Number Crystal Flood ("the Escrow") in connection
with that Purchase and sale Agreement by and between ZIEGLER LUMBER CO. ("Seller") and Spokane Valley
Partners ("Buyer") dated October 28,2022 ("PSA").
WHEREAS Depositor has the following interest in the Buyer: Grantor . Said interest is pursuant to
that Operating Agreement/Partnership Agreement ("Formation Agreement") prepared in connection with the
formation of the Buyer, a copy, which with modifications thereto, has been provided to Escrow Agent.
Depositor has deposited, or will deposit, with Escrow Agent funds in the Amount of$$4,000,000.00 (the
"Deposit") pursuant to its obligations under the Formation Agreement. Upon receipt of these instructions fully
executed by Buyer and Depositor and acceptance of same by Escrow Agent, Escrow Agent is hereby instructed to
deposit the Deposit and any additional funds ("Additional Deposits"), the Deposit and any Additional Deposits are
hereafter collectively referred to as the "Deposit" Escrow Agent may receive from Depositor into the above
referenced Escrow. Escrow Agent is Authorized to use the Deposit, solely, as directed by Calvin B.Coblentz or
on behalf of Spokane Valley Partners (the "Buyer") or its assignee ("Assignee"), if an
assignment of the Buyer's right under the Purchase and Sale Agreement dated October 28,2022 by and between
Buyer and ZIEGLER LUMBER CO. ("Seller") (the "PSA") that is the subject of the Escrow is permitted under the
PSA, for the purpose of completing the Buyer's obligations under the PSA. Buyer and Assignee are hereafter
Collectively referred to as "Buyer".
Depositor acknowledges the following:
1. Depositor is not a principal to the Escrow and (i) has no authority to further direct the use of the
Deposit, and (ii) is not entitled to, and therefore will not receive, any correspondence or
notifications from Escrow Agent;
2. The Deposit is a part of the Escrow and as such use and disposition of the Deposit shall be in
accordance with the Escrow pursuant to the PSA and/or any escrow agreement entered into by the
parties thereto in connection with same, as well as the rights and obligations of said parties and
the Escrow Agent and, may be released to the Seller under the Escrow prior to close of the Escrow
if provided by the terms of the PSA, as it may be amended from time to time by Buyer and Seller;
3. The Deposit may be subject to forfeiture to the Seller in the event of termination of the PSA;
4. In the event the Deposit has been (i) released to the Seller pursuant to instructions from Buyer, or
(ii)to Buyer pursuant to Paragraph 5 below and the Escrow is cancelled, Depositor will not look to
Escrow Agent to aid in the recovery of the Deposit as Depositors continuing rights are pursuant to
the Formation Agreement
5. The Deposit could potentially be refunded to the Buyer pursuant to the terms of the PSA, as it may
be amended from time to time. In the event the Buyer becomes entitled to a return of the Deposit,
the Deposit shall be: (Please place your initials next to the applicable statement below)
3 i\ Returned to the Depositor by Escrow Agent in the same manner in which it was received
and solely to the account from which it came; or
Returned to Buyer pursuant to the instructions of the above-named person(s) who is/are
authorized to provide instructions on behalf of Buyer.
6. In the event of a dispute between the Buyer and Depositor as to the use and disposition of the
Deposit, Buyer and Depositor agree to indemnify and hold harmless the Escrow Agent, its officers,
and employees, from, any loss, damages, costs and/or fees, including attorneys'fees they may
incur. In addition, the parties agree they are jointly and severally responsible to reimburse Escrow
Agent for all costs, including attorney fees, that it incurs in the event Escrow Agent files an
interpleader with the court, which Escrow Officer is hereby authorized to do based on its sole
discretion.
PLEASE NOTE - If Depositor is an entity and not an individual, please include the organizational documents of
Depositor along with these Instructions so that Escrow Agent can determine that the individual(s) executing these
Instructions on behalf of Depositor are authorized to act on its behalf in executing these Instructions.
Buyer and Depositor understand and acknowledge that Escrow Agent will not notify Seller of receipt of the
Deposit, nor place the Deposit into the Escrow until such time as these Instructions have been fully executed by
Buyer and Depositor, and the organizational documents referenced above, if required, have been delivered to,
and approved by, Escrow Agent.
DEPOSITOR
City of Spokane Valley
By:
Name:
Title: C,rf sw4.�f}Gcr
BUYER
Spokane Valley Partners, a Washington non-profit
corporation
By: C r - ,
Name: Ca B_ Ceble44z_
Title: C k. e C l"'XEL.u'1Ve oCC ccr