<PAGE> 1
EXHIBIT 10.19
Real Estate Purchase and Sale Agreement
between
LINDAL CEDAR HOMES, INC.,
a Delaware corporation
as Seller
and
SEBCO, Inc.,
a Washington corporation
as Purchaser
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EXHIBIT 10.19
REAL ESTATE PURCHASE AND
SALE AGREEMENT
Date: June 29, 2000
The undersigned Buyer, SEBCO, INC., agrees to buy and Seller agrees to
sell, on the following terms, the real property and all improvements and
fixtures thereon commonly known as LINDAL CORPORATE PARK in the City of SEATTLE,
KING County, Washington, as legally described on Exhibit A, together with all
leases, rental and occupancy agreements, easements, rights and privileges
appurtenant to and benefiting such property (collectively the "Property"). Buyer
and Seller authorize Closing Agent to insert and/or correct, over their
signatures, the legal description of the Property.
1. PURCHASE PRICE. The total purchase price is FOUR MILLION EIGHT HUNDRED
THOUSAND AND NO/100 Dollars ($4,800,000.00), including the earnest money
described below, payable as follows (check one, and if none is checked, then
all cash at Closing):
[x] all cash at Closing:
[ ] all cash at Closing, but subject to the financing contingency
contained in the Addendum attached hereto; or
[ ] according to the terms of the Addendum attached hereto.
2. EARNEST MONEY DEPOSIT. Upon mutual acceptance of this Agreement, Buyer
shall deposit with (check one) [X] Closing Agent [ ] Agent the sum of ONE
HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) as an earnest money deposit,
in the form of (check one) [x] Cash [ ] Personal check [ ] Promissory note [X]
Other (specify): TO BE DEPOSITED WITHIN 3 DAYS OF MUTUAL ACCEPTANCE OF THIS
PURCHASE AND SALE AGREEMENT. If the earnest money is $10,000 or less, and is to
be held by Agent, it will be deposited into a pooled interest-bearing trust
account with the net interest paid for the benefit of the Washington Housing
Trust Fund as specified in RCW 18.85.310(5). If the earnest money is more than
$10,000, then Buyer and Seller instruct Agent to (check one): [ ] place the
earnest money deposit into a pooled interest-bearing account with net interest
paid for the benefit of the Washington Housing Trust Fund [x] place the earnest
money deposit into a separate interest-bearing account with net interest
credited initially to Buyer, and to disburse to or apply for the account of the
party entitled to the earnest money hereunder. Agent shall not deposit any
earnest money check until mutual acceptance of this Agreement.
3. ADDENDUM. The following addendum/addenda are attached hereto:
[ ] None [x] Addendum [ ] Other
(Specify):_____________________________________________________________________
4. CLOSING. This sale shall be closed on SEPTEMBER 21, 2000 OR OCTOBER 5,
2000 AT THE ELECTION OF THE SELLER, or sooner by agreement of Buyer and Seller
("Closing"), by TRANSACTION TITLE INSURANCE COMPANY ("Closing Agent"). Buyer and
Seller will deposit with Closing Agent all instruments and monies required to
timely complete the purchase and sale in accordance with this Agreement.
"Closing" shall be deemed to have occurred when all documents are recorded and
the sale proceeds are available to Seller. Closing Agent is instructed to
prepare: (a) a certification that Seller is not a "foreign person" as defined in
Internal Revenue Code Section 1445 ("FIRPTA"); Seller shall sign this
certification at Closing, provided that if Seller is a foreign person, and this
transaction is not otherwise exempt from FIRPTA, Closing Agent is instructed to
withhold from Seller's Closing proceeds and pay the required amount to the
Internal Revenue Service; and (b) the necessary 1099-B returns to comply with
Internal Revenue Service requirements for reporting the sale, as the reporting
person under Internal Revenue Code Section 6045.
5. POSSESSION. Buyer shall be entitled to possession, subject to existing
tenancies, [x] on closing [ ] on ________________ (on closing, if not
completed).
6. CLOSING COSTS. Seller shall pay the real estate excise tax, the
premium for the owner's standard coverage title insurance policy, and one-half
of the escrow fees. Buyer shall pay one-half of the escrow fees, the cost of
recording the deed or other conveyance instrument, the additional premium and
cost of the survey (if required) for the issuance of an owner's extended
coverage title insurance policy, the cost of all title policy endorsements, and
all costs associated with obtaining financing from a third party. The following
items shall be prorated between Buyer and Seller as of Closing: real and
personal property taxes and assessments payable in the year of Closing; rents
on any existing tenancies; interest; mortgage reserves; utilities; and other
operating expenses. Security, cleaning, and any other unearned deposits on
tenancies, and remaining mortgage or other reserves shall be assigned to Buyer
at Closing. The real estate commission is due on Closing or upon Seller's
default under this Agreement, whichever occurs first. All closing costs not
specifically allocated to Seller or Buyer shall be allocated by Closing Agent
at Closing in accordance with the custom in the County where the Property is
located.
Seller and Buyer agree that, to the extent items are prorated or
adjusted at the Closing on the basis of estimates, or are not prorated or
adjusted at the Closing pending actual receipt of funds or compilation of
information upon which such prorations or adjustments are to be based, each of
them will upon a proper accounting pay to the other such amounts as may be
necessary such that Seller will receive all income and will pay all expenses of
the Property prior to Closing, and Buyer will receive all income and will pay
all expenses of the Property after Closing. If Buyer receives any bill or
invoice which relates to periods prior to Closing, Buyer will refer such bill to
Seller and Seller agrees to pay, promptly upon receipt, such a portion of the
bill or invoice as relates to the period prior to Closing for which it is
responsible. If Seller does not pay such bill in a timely manner, Buyer may, at
its option, pay such bill or invoice and Seller shall become liable to Buyer for
the full amount of such payment, plus interest at the statutory rate.
7. CONVEYANCE. Except as provided below, title shall be marketable and
shall be conveyed at Closing by a Statutory Warranty Deed subject only to the
Permitted Exceptions defined below. If this Agreement is for conveyance of
Seller's vendee's interest in a Real Estate Contract, the Statutory Warranty
Deed shall include a contract vendee's assignment sufficient to convey after
acquired title. If this Agreement requires Buyer and Seller to execute a Real
Estate Contract, then the Contract shall be signed and delivered at Closing
subject only to the Permitted Exceptions.
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REAL ESTATE PURCHASE AND SALE AGREEMENT / PAGE 2
8. TITLE INSURANCE.
a. PRELIMINARY TITLE COMMITMENT. Seller authorizes Lender and both
Agent and Closing Agent to immediately apply for at Seller's expense and deliver
to Buyer a preliminary commitment for a (check one) [ ] standard [X] extended
(standard, if not completed) coverage owner's policy of title insurance issued
by TRANSNATION Title Insurance Company, together with copies of all underlying
exceptions described in the preliminary commitment. IF AN EXTENDED COVERAGE
OWNER'S POLICY IS SPECIFIED, BUYER SHALL PAY THE INCREASED COSTS ASSOCIATED WITH
THAT POLICY INCLUDING THE EXCESS PREMIUM OVER THAT CHARGED FOR A STANDARD
COVERAGE POLICY AND THE COST OF ANY SURVEY REQUIRED BY THE TITLE INSURER.
b. REVIEW OF TITLE MATTERS. Buyer shall give notice to Seller of
any objectionable matters in the preliminary commitment or any supplemental
report to such commitment within FIFTEEN (15) days (10 days, if not filled in)
after receipt of the preliminary commitment or supplement and the copies of any
underlying exceptions described therein. Seller shall notify Buyer within 10
days of its receipt of Buyer's notice if Seller cannot cause the owner's title
policy to be issued to Buyer without an exception for any such objectionable
exception; Seller's failure to notify Buyer within the ten day period that any
such objectionable exception cannot be removed shall require Seller to remove
such exception at or prior to Closing. If Seller notifies Buyer that Seller
cannot clear an objectionable exception at or prior to Closing, Buyer may
thereafter either waive its objection previously made and proceed to close
subject to the objectionable exception, or Buyer may terminate this Agreement
and the earnest money deposit shall be refunded to Buyer.
c. PERMITTED EXCEPTIONS. Notwithstanding paragraph 8(b), Buyer may
not object to any of the following title matters: Rights of tenants existing as
of Closing; real property taxes or assessments due after Closing; easements
consistent with Buyer's intended use of the Property; reserved oil and/or
mineral rights; rights reserved in federal patents or state deeds, and
government building and land use regulations, codes, and laws. All items to
which Buyer does not object under paragraph 8(b), plus all items described in
this paragraph 8(c), are referred to herein as "Permitted Exceptions".
d. DELIVERY OF TITLE POLICY. At Closing, or as soon as practical
thereafter, Seller shall cause to be delivered to Buyer the owner's title
insurance policy required by this Agreement, which policy shall insure Buyer's
fee simple interest in the Property in the amount of the purchase price, and
which shall contain no exceptions other than the general exclusions and
exceptions common to the form of policy issued, and the Permitted Exceptions.
The ALTA 1970 form of policy will be issued, if available, at no additional
cost.
9. INSPECTION CONTINGENCIES. This Agreement shall terminate and Buyer shall
receive a refund of the earnest money unless Buyer gives written notice to
Seller within FORTY FIVE (45) days (20 days if not filled in) of mutual
acceptance of this Agreement (the "Inspection Contingency Period") stating that
Buyer is reasonably satisfied with the results of its inspections described in
this Section 9.
a. BOOKS AND RECORDS, AND LEASES AND OTHER AGREEMENTS. Seller shall
make available for inspection by Buyer and its agents at Seller's expense and as
soon as possible (but no later than five (5) days after mutual acceptance of
this Agreement) all documents available to Seller relating to the ownership and
operation of the Property, including without limitation: (i) statements for real
estate taxes, assessments, and utilities; (ii) property management agreements,
service contracts, and leases of personal property or fixtures; (iii) leases of
all or a portion of the Property, and a schedule of tenants, rents, and
deposits; (iv) plans, specifications, permits and permit applications, drawings,
soils and other tests, surveys, environmental reports, inspection reports,
appraisals, feasibility studies, other reports, and maintenance records; and (v)
accounting records, operating statements, and audit reports. Buyer shall
determine within the Inspection Contingency Period whether it wishes and is able
to terminate, assume, or modify, to Buyer's satisfaction, as of Closing, all of
the foregoing leases, contracts, and agreements which have terms extending
beyond Closing. Buyer shall be solely responsible for obtaining any required
consents to any such terminations, assumptions or modifications. Buyer agrees to
indemnify, defend and hold Seller harmless from any liability (including for
attorneys fees) arising from or relating to performance required after Closing
under such leases, contracts, and agreements assumed by Buyer. This agreement to
indemnify, defend and hold Seller harmless shall survive Closing.
b. PROPERTY AND FEASIBILITY INSPECTION. Seller shall permit Buyer
and its agents, at Buyer's sole expense and risk, to enter the property at
reasonable times after legal notice to tenants, to conduct inspections and to
make investigations concerning: the physical condition of the Property;
structural condition of the improvements; all mechanical, electrical and
plumbing systems; hazardous materials (limited to a Phase 1 audit only); pest
infestation; soil conditions; sensitive areas; wetlands; plating, zoning,
building, and other laws, regulations and ordinances applicable to the Property;
availability of utilities; and any other matters affecting the feasibility of
the Property for Buyer's intended use. Buyer agrees to indemnify, defend, and
hold Seller harmless from all liens, costs, and expenses, including attorneys
and experts fees, arising from or relating to the entry of Buyer and its agents
onto, and their inspection of, the Property. This agreement to indemnify, defend
and hold Seller harmless shall survive Closing.
10. OPERATION OF PROPERTY. From the date of mutual acceptance of this
Agreement until Closing, Seller shall: (i) continue to operate the Property in
the ordinary course of its business and in compliance with all applicable laws,
regulations, and ordinances regarding the Property; (ii) not enter into or
modify any service contracts or other agreements affecting the Property that
will survive Closing, without Buyer's prior written consent; and (iii) maintain
the Property according to prudent business practices, and not sell, pledge,
encumber or otherwise transfer any interest in the Property.
11. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents and warrants
that, to the best of Seller's knowledge: (1) Seller owns fee title to the
Property, and has all necessary authority to sell the Property and perform its
obligations under this Agreement; (2) all books, records, documents and other
items delivered to Buyer under this Agreement are true, accurate and complete;
(3) the Property is in compliance with all applicable laws, regulations, codes
and ordinances, and Seller has not received any notice of violation from any
governmental agency regarding the Property; (4) Seller has all necessary
licenses, permits, certificates and authorizations required to own and operate
the Property; (5) there is no litigation (pending or threatened), contractual
restrictions, or other matters that could restrict Seller's ability to perform
its obligations hereunder or adversely affect Buyer's ownership of the Property
after Closing; (6) the personal property, if any, sold to Buyer hereunder will
be conveyed to Buyer free and clear of any liens
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REAL ESTATE PURCHASE AND SALE AGREEMENT/PAGE 3
or encumbrances, except those previously disclosed in writing to, and accepted
by, Buyer; (7) Seller has paid all local, state and federal taxes applicable to
the Property; (8) there is no pending or threatened condemnation or similar
proceedings affecting the Property, or public improvements in or near the
Property planned or authorized which might result in the imposition of any
assessment or lien against the Property or its owner, EXCEPT THOSE ITEMS THAT
MAY BE EFFECTED BY THE REGIONAL TRANSIT AUTHORITY, and (9) there are no
concealed material defects in the Property, except for: THE ROOF ON SOUTHERN
MOST BUILDING IS IN NEED OF REPAIR.
Seller further represents and warrants to the best of its knowledge that:
(a) there are no "Hazardous Substances" (as defined below) currently located in,
on, or under the Property in any manner or quantity that would violate any
applicable law, regulation or ordinance, and (b) there are no underground
storage tanks located on the Property. Seller is not aware of any current or
threatened investigation or remedial action by any governmental agency or other
person or entity regarding the release of Hazardous Substances at the Property.
As used in this Agreement, the term "Hazardous Substances" means 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. "Hazardous Substance"
specifically includes, but is not limited to, petroleum, petroleum by-products,
and asbestos.
Seller's representations and warranties shall survive Closing. The
continued accuracy of these representations and warranties as of Closing shall
be a condition of the Buyer's obligation to close this transaction. Except as
set forth herein, Seller makes no other representations or warranties to Buyer
regarding the Property. Buyer is purchasing the Property "AS IS", and Buyer
shall otherwise rely on its own pre-closing inspections and investigations.
Buyer specifically acknowledges that Agent has not made any representations,
warranties or investigations regarding the condition of the Property and any
personal property thereon, the condition or marketability of title, the legality
of any existing or potential future use of the Property, or the past, present or
future operation or profitability of the Property.
13. PERSONAL PROPERTY. This sale includes the following personal property: [x]
None [ ] That portion of the personal property located on and used in connection
with the Property, which Seller will itemize in an Addendum to be attached to
this Agreement within ten (10) days of mutual acceptance (None, if not
completed). The value assigned to the personal property shall be the amount
agreed upon by the parties and, if they cannot agree, the County-assessed value
if available, and if not available, the fair market value determined by an
appraiser selected by Agent. Buyer shall pay any sales or use tax arising from
its purchase of personal property. All tangible personal property shall be
conveyed by Seller to Buyer at Closing by a bill of sale. Seller shall deliver
to Buyer at Closing an assignment of any leases, contracts, permits, and/or any
other intangible personal property or contract rights included in the sale. All
personal property described in this Section 13 which is included in the sale
shall be included within the definition of the term "Property" herein.
In addition to any personal property included in the first paragraph of
this Section 13, all the following property (which shall be deemed to be
fixtures) located on the property shall be included in this sale: wall-to-wall
carpeting; drapes and rods; window and door screens and awnings; storm doors and
windows; installed television antennas; heating, ventilating and air
conditioning equipment; irrigation fixtures and equipment; water heaters;
installed electric fixtures; lights and light bulbs; shrubs, plants and trees;
all bathroom and other fixtures; and the following items: NONE.
14. DEFAULT AND ATTORNEY'S FEE. In the event Buyer fails, without legal excuse,
to complete the purchase of the Property, then (CHECK ONE):
[x] that portion of the earnest money which does not exceed five percent
(5%) of the purchase price shall be forfeited to Seller (subject to Seller's
obligation to pay certain costs and a commission under Section 19 below) as the
sole and exclusive remedy available to Seller for such failure; or
If Seller fails, without legal excuse, to complete the sale of the
Property, then the earnest money deposit shall be returned to Buyer, and in
addition 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.
If Buyer, Seller, Agent or listing agent institutes suit concerning this
Agreement, the prevailing party or parties is/are entitled to court costs and a
reasonable attorney's fee. In the event of trial, the amount of attorney's fee
shall be fixed by the court. The venue of any suit shall be the County in which
the Property is located, and this Agreement shall be governed by the laws of the
State where the Property is located.
15. NOTICES. Any notice provided herein shall be in writing and may be
delivered in person, by fax or by courier, or by regular U.S. mail, postage
prepaid, and shall be considered delivered on the earlier of actual delivery or,
if sent by regular U.S. mail, two business days after being deposited in the
mail. All such notices shall be sent addressed to the appropriate party or
parties at their addresses shows at the end of this Agreement, or such other
addresses as the parties from time to time may designate. Unless
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REAL ESTATE PURCHASE AND SALE AGREEMENT/PAGE 4
otherwise specified, any reference to "days" in this Agreement shall mean
calendar days. If the last day of a period falls on a day on which the recording
office of the County in which the Property is closed, the expiration of the
period shall be extended to the first day thereafter in which such recording
office is open.
16. ASSIGNMENT. Buyer [ ] may [x] may not (may not, if not completed) assign
this Agreement, or Buyer's rights hereunder, without Seller's prior written
consent, unless provided otherwise herein.
17. MISCELLANEOUS.
a. TIME IS OF THE ESSENCE. Time is of the essence in this Agreement.
b. COMPLETE AGREEMENT. There are no verbal or other agreements which
modify or affect this Agreement. The term "Agreement" includes all addenda and
any counteroffers or amendments attached hereto or subsequently agreed to by
Buyer and Seller. The Agreement constitutes the full understanding between
Seller, Buyer and Agent with respect to the purchase and sale of the Property.
c. FACSIMILE TRANSMISSION. Facsimile transmission of any signed original
document, and retransmission of any signed facsimile transmission, shall be the
same as delivery of an original. At the request of either party, or the Closing
Agent, the parties will confirm facsimile transmitted signatures by signing an
original document.
d. NO MERGER. The terms of this Agreement shall not merge in the deed or
other conveyance instrument delivered by Seller to Buyer at Closing, but instead
shall survive Closing of the purchase and sale transaction described in this
Agreement.
e. RISK OF LOSS. Seller shall bear the risk of loss or damage to the
Property by condemnation or similar proceedings, or by fire or other casualty,
until Closing, and thereafter the risk of loss shall be borne by Buyer.
f. COUNTERPART SIGNATURES. This Agreement may be signed in counterpart,
and each signed counterpart shall be deemed as an original hereof.
18. AGENCY DISCLOSURE. At the signing of this Agreement, Agent TED MCCAFFRAY OF
KIDDER, MATHEWS, & SEGNER, INC. represented BUYER. The listing agent, if any,
JIM KIDDER OF KIDDER, MATHEWS & SEGNER, INC. represented SELLER. Each party
signing this Agreement acknowledges receipt of the pamphlet entitled "The Law of
Real Estate Agency." In the event different agents from Kidder, Mathews &
Segner, Inc. represent Buyer and Seller, each party signing this Agreement
consents to the designated broker of Kidder, Mathews & Segner, Inc. acting as a
dual agent. In the event the same agent(s) from Kidder, Mathews & Segner, Inc.
represent both Buyer and Seller, each party signing this Agreement consents to
those agents representing both Buyer and Seller acting as dual agents.
19. BROKERAGE AGREEMENT. Seller agrees to pay a commission in a total amount
computed in accordance with the listing agreement. The commission shall be
apportioned between the listing agent and Agent as specified in the listing
agreement or any co-brokerage agreement, and shall be due on Closing or on
Seller's default under this Agreement, whichever occurs first. Closing Agent is
instructed to pay these commissions out of Seller's proceeds at Closing, and
this instruction shall not be withdrawn without Agent's written consent. If this
sale fails to close due to default by Buyer, and the earnest money deposit is
forfeited to Seller pursuant to this Agreement, any costs advanced or committed
by Agent shall be reimbursed or paid from the deposit, and the balance of the
deposit shall be distributed one-half to Seller and one-half to Agent (and
Agent's one-half share shall be shared equally with the listing agent, if any).
If this sale fails to close due to default by Seller, then Seller shall pay to
Agent the commission due to Agent under this Agreement if Seller had not
defaulted and the transaction had closed. If Agent's broker starts an
interpleader action regarding the earnest money deposit as a result of a dispute
between the parties, the broker shall be entitled to deduct from the sum
interpleaded its attorneys' fees and costs in starting the interpleader action.
20. LEASE BACK. LINDAL CEDAR HOMES WILL LEASE BACK 4312 SOUTH 104TH PLACE
CONSISTING OF APPROXIMATELY 5,073 SQUARE FEET OF SPACE AT A LEASE RATE OF
$2,282.85 ($0.45/S.F./MO.), TRIPLE NET, FOR FIVE YEARS FROM THE DATE OF CLOSING
WITH AN OPTION TO RENEW FOR FIVE YEARS. LINDAL CEDAR HOMES WILL LEASE BACK 10427
MARTIN LUTHER KING JR. WAY SOUTH CONSISTING OF APPROXIMATELY 9,310 SQUARE FEET
OF SPACE AT A LEASE RATE OF $5,120.50 ($0.55/S.F./MO.), TRIPLE NET, FOR FIVE
YEARS FROM THE DATE OF CLOSING WITH AN OPTION TO RENEW FOR FIVE YEARS.
21. EASEMENTS. LINDAL CEDAR HOMES, ITS SUCCESSORS AND ASSIGNS SHALL MAINTAIN AN
INGRESS AND EGRESS EASEMENT ACROSS THE PROPERTY. LINDAL CEDAR HOMES SHALL HAVE
EASEMENTS FOR PLACEMENT AND MAINTENANCE OF EXISTING MONUMENT SIGNS.
THIS AGREEMENT HAS BEEN PREPARED FOR YOUR REVIEW AND FOR SUBMISSION TO YOUR
ATTORNEY FOR HIS OR HER REVIEW AND APPROVAL. NO REPRESENTATIONS OR WARRANTIES
ARE MADE BY KIDDER, MATHEWS & SEGNER, INC., OR ITS AGENTS, INDEPENDENT
CONTRACTORS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT OR TAX
CONSEQUENCES OF THIS AGREEMENT, THE TRANSACTION DESCRIBED HEREIN, OR ANY
ATTACHMENTS TO THIS AGREEMENT. KIDDER MATHEWS & SEGNER, INC., RECOMMENDS THAT
YOU CONSULT WITH YOUR ATTORNEY AND TAX ADVISOR BEFORE YOU SIGN THIS AGREEMENT.
<PAGE> 6
REAL ESTATE PURCHASE AND SALE AGREEMENT / PAGE 5
BUYER (Individual): BUYER (Entity): SEBCO, Inc.
Name:
-----------------------------------
----------------------------------------
By: /s/ J. F. AYERS
------------------------------------ ------------------------------------
Printed Name: Printed Name: Jay Ayers
----------------------- ---------------------------
Date Signed: Title: President
------------------------ ----------------------------------
Date Signed: 7/5/2000
----------------------------
------------------------------------
Spouse's Printed Name (if any):
------------------------------------
Date Signed:
------------------------
BUYER'S ADDRESS
4020 East Madison St., Suite 300
------------------------------------
Seattle, WA 98112
------------------------------------
Fax No.: 206-323-9502
----------------------------
Telephone No.: 206-323-5308
---------------------
TIME AND MANNER OF ACCEPTANCE. Seller has until 5:00 p.m. on July 6, 2000
to accept this offer. Acceptance is not effective until a signed copy hereof is
actually received by or at the office of Agent. If this offer is not so
accepted, it shall lapse and Agent shall refund the earnest money to Buyer.
SELLER (Entity): Lindal Cedar Homes, Inc.
-------------------------
By: /s/ SIR WALTER LINDAL
--------------------------------------
Printed Name: Sir Walter Lindal
----------------------------
Title: Secretary
-----------------------------------
Date Signed: June 29, 2000
-----------------------------
SELLER'S ADDRESS
4300 South 104th Place
------------------------------------
Seattle, WA 98178
------------------------------------
Fax No.:
----------------------------
Telephone No.:
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AGENT: (Company Name): AGENT'S ADDRESS:
Name: Kidder, Matthews & Segner, Inc. 12886 Interurban Avenue South
------------------------------- -----------------------------------------
Seattle, Washington 98168
------------------------------------ -----------------------------------------
Telephone No.: 206-248-7300
-----------------------------------------
Fax No.: 206-248-7342
-----------------------------------------
By:
---------------------------------
Agent's Printed Name:
---------------
Printed Name:
-----------------------
Date Signed:
------------------------
<PAGE> 7
REAL ESTATE PURCHASE AND SALE AGREEMENT/PAGE 6
EXHIBIT "A"
PARCEL A:
That portion of the northwest quarter of the southeast quarter and the northeast
quarter of the southwest quarter of Section 3, Township 23 North, Range 4 East,
W.M., in King County, Washington, described as follows:
Beginning at the intersection of the north line of said northwest quarter with
the west margin of Empire Way South (said west margin being 60 feet from the
monument line thereof):
thence north 86 degrees 58' 28" west along the north line of said northwest
quarter and northeast quarter 650.94 feet:
thence south 3 degrees 01' 32" west 249.89 feet to the north margin of the
Boeing Access Road interchange;
thence north 63 degrees 46' 45" east along said north margin 52.03 feet to a
point of curvature of a 325 foot radius curb to the right;
thence along said margin and curve 635.7 feet to a point of tangency on the east
margin of said Boeing Access Road:
thence south 4 degrees 06' 30" east along said margin 134.84 feet;
thence north 85 degrees 53' 30" east along said margin 64.41 feet;
thence north 34 degrees 02' 42" east 133.42 feet to said west margin of Empire
Way South:
thence north 0 degrees 02' 44" east along said west margin 480.68 feet to the
point of beginning.
PARCEL B:
TOGETHER WITH easement rights for an underground sewer line as contained in
Easement Agreement recorded under Recording Number 7107090609. Said easement
being described as follows:
The west 6 feet of the south 360 feet of that portion of the "City" land
described as follows:
That portion of the southwest quarter of the northeast quarter of Section 3,
Township 23 North, Range 4 East, W.M. in King County, Washington, lying westerly
of Empire Way, as established by Condemnation Ordinance Number 53314: EXCEPT the
north 60 feet thereof.
PARCEL C:
TOGETHER WITH easement rights for an underground sewer line as contained in
Sewer Line Easement recorded under Recording Number 7110190463, said easement
being described as follows:
A strip of land 6 feet in width as measured at right angles from and located
immediately south of the northerly line of the following described property in
the northwest quarter of Section 3, Township 23 North, Range 4 East, W.M., in
King County, Washington, which northerly line if described as follows:
Beginning at the center of said Section 3:
thence north 0 degrees 23' 13" east along the north-south center line of said
section 360 feet to the point of beginning of the north line to be described,
being the northeast corner of Grantor's said real property:
thence north 89 degrees 36' 47" west at right angles 175 feet to the east margin
of 40th Avenue South as defined in City of Seattle A.O. 95900, being the
northwest corner of Grantor's said real property and the westerly end of the
north line to be described.
<PAGE> 8
ADDENDUM TO REAL ESTATE
PURCHASE AND SALE AGREEMENT
This addendum supplements the terms of the Real Estate Purchase and Sale
Agreement (the "Agreement") dated June 29, 2000, between SEBCO, Inc. ("Buyer")
and Lindal Cedar Homes, Inc. ("Seller").
The following terms are added to the Agreement:
SECTION 1.1
BUYER'S TAX DEFERRED EXCHANGE. Buyer reserves the right to complete this
transaction as part of a tax-deferred exchange under Section 1031 of the
Internal Revenue Code. Seller agrees to cooperate with Buyer in documenting and
completing such exchange by agreeing that Buyer may transfer Buyer's rights and
obligations under this Real Estate Purchase and Sale Agreement to Buyer's
qualified intermediary, Exchange Facilitator Corporation and/or Delayed
Exchange Corporation and/or other intermediary as the assigned Buyer of the
Property described in this Agreement. Seller shall incur no additional expense
or liability as the result of such.
SECTION 1.2
Regarding Agreement Section 20, LEASE BACK, Buyer and Seller agree to draft,
execute, and deliver into closing escrow within 30 days of mutual execution
of this Agreement, leases for the two separate spaces to be leased back by
Lindal Cedar Homes, Inc. The leases shall be Kidder, Mathews and Segner
standard form leases for Lindal Corporate Park containing the terms set forth
in Section 20 and herein. Four copies of each lease shall be executed and
delivered into closing escrow, with Seller to receive one fully executed copy
of each lease at closing and Buyer to receive three fully executed copies of
each lease at closing. Commencing on the first day of the fourth year of the
lease term, the base rental rate (NNN) for each lease shall increase by nine
percent (9%). Rental rates for both leases during the option terms shall be at
fair market rent with the minimum base rental rate to be not less than the base
rental rate in effect for the month immediately preceding commencement of the
option term even if the rental rate is subjected to arbitration. Tenant shall
be required to give written notice of its exercise of the respective options at
least 180 days but not more than 270 days prior to the expiration of the
original or then existing term. If after 60 days from the written notice, rent
is in dispute, then either party on five (5) days advance written notice may
request arbitration through the American Arbitration Association with the cost
to be divided equally. Said arbitration shall be binding upon both parties and
shall be completed prior to the commencement of the option term.
SECTION 1.3
Regarding Agreement Section 21 the easement agreements for Lindal Cedar Homes
ingress and egress and monument signs shall be drafted, executed by Buyer and
Seller, and deposited three copies each into closing escrow within 30 days of
mutual execution of this Agreement.
<TABLE>
<S> <C>
BUYER (individual): BUYER (Entity): SEBCO, Inc.
Name: ____________________________
__________________________________
__________________________________ By: /s/ JAY F. AYERS
Printed Name: ____________________ -------------------------------
Date Signed: _____________________ Printed Name: Jay F. Ayers
Title: President
Date Signed: 7/5/2000
__________________________________
Spouse's Printed Name (if any):
__________________________________
Date Signed: _____________________
SELLER (individual): SELLER (Entity): Lindal Cedar Homes, Inc.
Name: /s/ SIR WALTER LINDAL
__________________________________
__________________________________ By: ______________________________
Printed Name: ____________________ Printed Name: Sir Walter Lindal
Date Signed: _____________________ Title: Secretary
Date Signed: _____________________
__________________________________
Spouse's Printed Name (if any):
__________________________________
Date Signed: _____________________
</TABLE>
