2019/07/17 Council Agenda Packet

c) Intangible personal property All intangible personal property owned by Seller and used in the ownership, financing, operation or maintenance of the Real Property or the tangible personal property, or any portion of either. The intangible personal property includes, but is not limited to, licenses and permits issued by any federal, state, or local authorities relating to the use, maintenance, occupancy or operation of the Real Property, reports and studies, including but not limited to physical and engineering inspections, soil studies, utility and zoning studies, traffic studies, environmental assessment reports, government correspondence, orders or data relating to any hazardous materials on the Real Property and any other documented information relating exclusively to the Real Property. The Real Property, the tangible personal property, and the intangible personal property are collectively referred to in this Agreement as the "Property." 2. Purchase Price. The total purchase price (the "Purchase Price") for the Property shall be $905,000. The Purchase Price, less the credit for the Deposit paid under Section 3, shall be paid to Seller in cash through escrow upon Closing. Payment in cash means payment by wire transfer of immediately available funds 3. Deposit. Within ten days after the full execution and delivery of this Agreement (such execution and delivery date, the "Effective Date"), Buyer shall deposit with Closing Agent (as defined in Section 7.1) cashier's check or wire transfer of immediately available funds in the amount of $100,000 as an earnest money deposit (the Deposit"). The entire Deposit shall be non-refundable, except in the event of a Seller default. The Deposit shall be applied to the Purchase Price at closing. 4. Conveyance of Title. At closing, Seller shall convey to Buyer fee simple title to the Real Property by duly executed and acknowledged bargain and sale deed (the "Deed"), conveying good and indefeasible title to the Property to Buyer, free and clear of all defects and encumbrances except for those exceptions defined as ".Permitted Exceptions" pursuant to Section 5 below. 5. Title Insurance. 5.1 Preliminary Commitment. Buyer has already obtained and reviewed to its satisfaction a preliminary commitment for owner's standard coverage policy of title insurance issued by Stewart Title Guaranty Company through its agent, Rainier Title LLC located at 2722 Colby Avenue, Suite 125, Everett, WA 98201 ("Title Company"). A copy of such preliminary commitment is attached to this Agreement as Exhibit B (the "Preliminary Commitment"). 5.2 Permitted Exceptions. Except for monetary encumbrances (see Section 5.3 below) and those exceptions marked on the Preliminary Commitment as "Rejected," Buyer hereby approves all those exceptions to title listed on the Preliminary Commitment. All such approved non -monetary exceptions are defined for this Agreement as "Permitted Exceptions." 2 35