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HomeMy WebLinkAbout2026 Bowling Alley Real Estate Purchase and Sale Agreement 10.15.2026 TM Edits (002)Page 1 of 13 INITIALS: Seller: _________/Date: ________ Purchaser: ______/Date: ________ Seller: ________/ Date: ________ Seller: _______/ Date: ________ REAL ESTATE PURCHASE AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT is made and entered into this ____ day of _____________, 2026, by and between Kittitas County (“County”), a political subdivision of the State of Washington (“Seller”), and C.R. Wales Investments, LLC, a Washington limited liability company, (“Purchaser”). RECITALS WHEREAS, pursuant to KCC 2.81, the County authorized a Request for Proposals (“RFP”) on July 19, 2022, seeking proposals for the lease, lease with option to buy, or purchase for remodeling or redeveloping of County-owned bowling alley located at 830 N. Poplar St. in Ellensburg WA, more particularly described in Exhibit A (“Property”), incorporated herein by reference. WHEREAS The RFP expressly advised proposers that the lease arrangement included a first right to purchase at the end of the lease term, at an established purchase price and subject to the terms identified in the RFP and resulting lease. WHEREAS Purchaser submitted a proposal in response to the RFP. Following the County’s competitive procurement and evaluation process, County selected Purchaser as the successful proposer. WHEREAS, the County and Purchaser subsequently entered into a Lease Agreement dated January 1, 2023, under which Purchaser leased and operated the Property. The Lease Agreement granted Purchaser a first right to purchase the Property upon expiration of the lease term for Eight Hundred Sixty Thousand Dollars ($860,000.00). WHEREAS, on July 1, 2026, Purchaser timely delivered written notice exercising its contractual right to purchase the Property under the Lease. WHEREAS the parties intend to document and implement the previously competitively procured and contractually established purchase transaction in compliance with KCC 2.81. The purchase price was established as consideration for the Lease and is not the result of a new negotiated disposition process. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, conditions, and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows: AGREEMENT Page 2 of 13 INITIALS: Seller: _________/Date: ________ Purchaser: ______/Date: ________ Seller: ________/ Date: ________ Seller: _______/ Date: ________ 1. Conveyance of the Property. Seller agrees to sell, and the Purchaser agrees to purchase the Property as provided herein. The property shall be conveyed by quit claim deed. 2. Purchase Price: Seller agrees to sell, and Purchaser agrees to purchase the Property for Eight Hundred Sixty Thousand Dollars ($860,000.00). Purchaser shall pay the purchase price in full in immediately available funds at closing. The parties acknowledge that the purchase price was established as part of the competitively procured transaction initiated through the RFP authorized by the Board of County Commissioners on July 19, 2022, and was incorporated into the Lease which became effective January 1, 2023. The purchase price is payable because of Purchaser’s timely exercise of its contractual purchase right under Section 4 of the Lease. The purchase price is not being newly negotiated under this Agreement. 3. Earnest Money. No earnest money is required or will be paid by either Party. 4. Lease; Controlling Terms. The parties acknowledge that this Agreement implements Purchaser’s exercise of their first option to purchase under Section 4 of the Lease which became effective January 1, 2023, and is to expire on January 31, 2028. The Lease remains in full force and effect through Closing. If a provision of this Agreement conflicts with an express provision governing Purchaser’s first option to purchase, closing, title insurance, real estate excise tax, closing costs, or “AS IS” condition in Section 4 of the Lease, Section 4 of the Lease controls unless this Agreement expressly states that it amends that Lease provision. 5. Lease Continues Pending Closing. From Purchaser’s exercise of the option through Closing, the Lease shall remain in full force and effect, as expressly provided in Section 4.4 of the Lease. Purchaser shall continue to timely perform all obligations of Lessee under the Lease, including obligations regarding rent, utilities, insurance, maintenance, repair, and operation of the Property. A default by Purchaser under the Lease shall constitute a default under this Agreement. Except as expressly modified by this Agreement, the remedies available to Seller under the Lease are preserved. 6. Conditions to Closing. Closing is subject to satisfaction or waiver, as applicable, of the following conditions: a) County Approval and Legal Compliance. On or before Closing, the Kittitas County Board of County Commissioners shall have adopted a resolution approving this Agreement and authorizing the conveyance of the Property to Purchaser. b) Title Review. i) Preliminary Commitment. Seller shall, at Seller’s sole cost and expense, promptly order from a title company selected by Seller a preliminary commitment for an owner’s policy of title insurance for the Property. The preliminary commitment shall identify the requirements and exceptions upon which the title insurer is willing to issue an owner’s policy of title insurance insuring Purchaser’s title to the Property following Page 3 of 13 INITIALS: Seller: _________/Date: ________ Purchaser: ______/Date: ________ Seller: ________/ Date: ________ Seller: _______/ Date: ________ recording of the Quit Claim Deed. Seller shall provide Purchaser with a copy of the preliminary commitment promptly upon Seller’s receipt. Purchaser may, at Purchaser’s sole cost and expense, obtain any additional title reports, extended coverage, endorsements, survey, or other title-related products or services Purchaser desires. ii) Title Objection. Within ten (10) business days after Purchaser’s receipt of the preliminary commitment, Purchaser shall provide Seller written notice of any title exceptions to which Purchaser objects. Any exception not timely identified in such written notice shall be deemed approved by Purchaser and shall constitute a Permitted Exception. iii) Seller’s Response; Cure. Seller may, but is not obligated to, cure any timely title objection. Seller shall be obligated to satisfy and release at or before Closing only monetary liens voluntarily created by Seller that are a lien against the Property and that must be satisfied in order to record the Quit Claim Deed, excluding real property taxes and assessments not then due and payable. Seller may satisfy any such lien from the Purchase Price at Closing. Seller shall have no obligation to remove, modify, subordinate, or otherwise address any easement, covenant, condition, restriction, reservation, right-of-way, encroachment, survey matter, zoning or land-use matter, or other non-monetary title exception. iv) Purchaser Election. If Seller elects not to cure a timely title objection, Seller shall provide Purchaser written notice. Within five (5) business days after Purchaser receives that notice, Purchaser shall elect in writing to either: (A) waive the title objection and proceed to Closing subject to the exception; or (B) terminate this Agreement. If Purchaser does not timely make that election, Purchaser shall be deemed to have waived the title objection, and the exception shall become a Permitted Exception. v) Conveyance; Title Insurance. At Closing, Seller shall convey the Property by Quit Claim Deed, subject to the Permitted Exceptions. In accordance with the Lease, Seller shall furnish Purchaser, at Seller’s expense, an owner’s policy of title insurance issued as of the date and time the Quit Claim Deed is recorded, in an amount not less than the Purchase Price, insuring title to the Property vested in Purchaser, subject to the Permitted Exceptions and standard policy exclusions. Purchaser shall be solely responsible for the additional cost, if any, of extended coverage, affirmative coverage, endorsements, survey coverage, or other title-related products or services requested by Purchaser beyond the standard owner’s policy furnished by Seller. c) Seller’s Efforts; Extension of Closing. Seller shall use good-faith and reasonable efforts to timely satisfy the conditions to Closing within Seller’s control, including obtaining Page 4 of 13 INITIALS: Seller: _________/Date: ________ Purchaser: ______/Date: ________ Seller: ________/ Date: ________ Seller: _______/ Date: ________ County approval and furnishing the preliminary commitment and causing the owner’s policy of title insurance required by this Agreement and the Lease to be issued at Closing. The failure of a Condition to Closing to be satisfied by the scheduled Closing Date shall not, by itself, constitute a default by Seller or give Purchaser a right to terminate this Agreement, except as expressly provided in this Agreement, including Purchaser’s express termination right under Section 6(b)(iv). If Seller reasonably determines that additional time is necessary to complete County approval, applicable legal disposition procedures, or title requirements necessary for Closing, Seller may extend the Closing Date for up to thirty (30) days by written notice to Purchaser. Any further extension must be agreed to by the parties in writing. Seller’s extension of the Closing Date under this Section shall not extend or otherwise affect Purchaser’s time to make an election under Section 6(b)(iv) unless Purchaser agrees in writing. During any extension, the Lease shall remain in full force and effect, and Purchaser shall continue to perform its obligations under the Lease unless otherwise agreed by the parties in writing. d) Closing Costs; Real Estate Excise Tax. Seller and Purchaser shall each pay one-half of the normal and customary closing costs charged by the closing agent in connection with the Closing. Notwithstanding the foregoing, Seller shall be solely responsible for payment of all real estate excise tax, if any, imposed in connection with the conveyance of the Property, including any required real estate excise tax affidavit processing or technology fees. Purchaser shall be responsible for the cost of recording the Quit Claim Deed and any additional title insurance, endorsements, surveys, or other title-related products or services requested by Purchaser beyond those Seller is expressly required to provide under this Agreement. 7. Condition of the Property. Except for Seller’s obligation to convey the Property by Quit Claim Deed and to furnish the owner’s policy of title insurance required by this Agreement and the Lease, Purchaser acknowledges and agrees that Purchaser is acquiring the Property in its present condition, “AS IS,” “WHERE IS,” and “WITH ALL FAULTS,” including any patent or latent defects or conditions affecting the Property. Purchaser further acknowledges that it has occupied and operated the Property under the Lease, has had the opportunity to inspect, investigate, and evaluate the Property, and has had the opportunity to obtain such professional advice, environmental assessments, inspections, valuations, and other due diligence as Purchaser deems appropriate. Page 5 of 13 INITIALS: Seller: _________/Date: ________ Purchaser: ______/Date: ________ Seller: ________/ Date: ________ Seller: _______/ Date: ________ Except as expressly set forth in this Agreement, Seller makes no representations or warranties, express or implied, concerning the Property or any condition affecting the Property, including without limitation: (a) the physical, structural, mechanical, or environmental condition of the Property; (b) the condition, capacity, or suitability of the Property’s improvements, building systems, utilities, fixtures, or equipment; (c) zoning, land-use status, permitted uses, code compliance, accessibility, building permits, certificates of occupancy, or compliance with any federal, state, or local law, ordinance, rule, regulation, order, or permit; (d) the presence, absence, release, storage, disposal, migration, or effects of Hazardous Substances, asbestos, lead, lead-based paint, urea formaldehyde, underground or above- ground storage tanks, transformers, wetlands, contaminated soil, contaminated groundwater, or other environmentally sensitive materials or conditions in, on, under, or adjacent to the Property; (e) the existence, validity, transferability, or effect of any lease, easement, permit, order, license, contract, or other agreement affecting the Property; (f) the operating history, income, expenses, profitability, projected performance, value, or future development potential of the Property; or (g) the tax consequences of this transaction to Purchaser. Purchaser is not relying upon any representation, statement, estimate, projection, or warranty of Seller, or of Seller’s officers, employees, agents, or representatives, other than those expressly stated in this Agreement. Nothing in this Section releases Seller from: (i) its express obligations under this Agreement or the Lease; (ii) its obligation to provide the owner’s title insurance policy required by this Agreement and the Lease; (iii) any disclosure or other obligation that cannot lawfully be waived; or (iv) liability arising from Seller’s fraud, intentional misrepresentation, or willful misconduct. 8. Representations and Warranties. a) Purchaser’s non-Reliance. Purchaser represents, warrants, and acknowledges that, except for the express representations, covenants, and obligations of Seller set forth in this Agreement, Purchaser has not relied and will not rely upon any warranty, guaranty, statement, representation, estimate, projection, or other information of Seller or Seller’s Page 6 of 13 INITIALS: Seller: _________/Date: ________ Purchaser: ______/Date: ________ Seller: ________/ Date: ________ Seller: _______/ Date: ________ officers, employees, agents, or representatives concerning the Property or any Property Condition. b) Mutual Authority. Each Party represents and warrants to the other, as of the Effective Date and again at Closing, that: i. it has the power and authority to enter into this Agreement and perform its obligations under this Agreement; and ii. the individual executing this Agreement on its behalf has authority to bind that Party; provided, however, that Seller’s authority to consummate the sale remains subject to the approval and legal-compliance conditions stated in Section 4 of this Agreement. c) Limited Seller Representation Regarding Monetary Liens. To Seller’s actual knowledge, Seller has not voluntarily created any monetary lien against the Property that will remain unsatisfied at Closing, other than real property taxes and assessments not then due and payable and matters disclosed in the preliminary commitment for title insurance. This representation shall not apply to liens, claims, or other matters arising from Purchaser’s possession, operation, use, maintenance, repair, alteration, or improvement of the Property under the Lease. d) No Other Representations or Warranties. Except for the express representations, covenants, and obligations stated in this Agreement, including Seller’s obligation to furnish the owner’s policy of title insurance required by Section 4(b)(v), Seller makes no representation or warranty, express or implied, concerning the Property or any Property Condition. Without limiting the foregoing, Seller makes no representation or warranty regarding: i. Environmental Matters or Hazardous Substances; ii. compliance with any law, ordinance, regulation, permit, order, or code; iii. the condition, existence, capacity, or suitability of improvements, building systems, utilities, fixtures, equipment, tanks, transformers, or other structures; iv. zoning, land use, permitted uses, development potential, or tax consequences; v. the existence, validity, transferability, or effect of leases, easements, licenses, permits, covenants, restrictions, rights-of-way, encumbrances, or other agreements affecting the Property; vi. the operating history, income, expenses, profitability, or value of the Property; or vii. the presence or absence of wetlands, asbestos, lead, lead-based paint, urea formaldehyde, archaeological resources, cultural resources, burial sites, endangered species, or other environmentally sensitive materials or conditions. Page 7 of 13 INITIALS: Seller: _________/Date: ________ Purchaser: ______/Date: ________ Seller: ________/ Date: ________ Seller: _______/ Date: ________ 9. Environmental Risk; Assumption of Risk; Release. Except for Seller’s express obligations under this Agreement and the Lease, Purchaser acknowledges and agrees that Purchaser assumes all risk associated with the Property Conditions, including the actual or alleged presence, use, storage, generation, manufacture, transportation, treatment, disposal, leak, spill, release, migration, or other handling of Hazardous Substances in, on, under, from, or affecting the Property, whether known or unknown, patent or latent, and whether occurring before, on, or after Closing. To the fullest extent permitted by law, Purchaser, for itself and its successors and assigns, hereby waives, releases, and forever discharges Seller and Seller’s past and present elected officials, officers, employees, agents, and representatives from any and all claims, demands, causes of action, damages, losses, injuries, liabilities, costs, expenses, fines, penalties, judgments, and attorneys’ fees, whether known or unknown, arising out of or relating to any Property Condition or the actual or alleged p resence, use, storage, generation, manufacture, transportation, treatment, disposal, leak, spill, release, migration, or other handling of Hazardous Substances in, on, under, from, or affecting the Property. This Section does not release Seller from: (a) Seller’s express obligations under this Agreement or the Lease; (b) liability arising from Seller’s fraud, intentional misrepresentation, or willful misconduct; (c) obligations or liabilities that cannot lawfully be waived, released, or transferred by agreement; or (d) claims arising from a release of Hazardous Substances caused by Seller after Closing. Nothing in this Section limits the authority of the State of Washington, the United States, or another governmental entity to investigate, enforce applicable law, require remedial action, or seek recovery of costs, damages, penalties, or other relief. Nothing in this Agreement determines or limits either Party’s liability to a governmental entity or third party under applicable law. 10. Definitions. For purposes of this Agreement: a) Environmental Law(s) means any federal, state, or local statute, regulation, code, rule, ordinance, order, judgment, decree, injunction, or common law pertaining in any way to the protection of human health or the environment, including without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Model Toxics Control Act, and any similar or comparable federal, state, or local law. b) Hazardous Substance(s) means any hazardous, toxic, radioactive, or infectious substance, material, or waste as defined, listed, or regulated under any Environmental Law, and includes without limitation petroleum oil and any of its fractions. Page 8 of 13 INITIALS: Seller: _________/Date: ________ Purchaser: ______/Date: ________ Seller: ________/ Date: ________ Seller: _______/ Date: ________ c) Environmental Matters means matters relating to the generation, manufacture, use, storage, handling, transportation, and/or disposal of Hazardous Substances, or conditions with respect to the atmosphere, soil, surface and ground waters, wetlands, stream sediments, vegetation, endangered species, and stormwater runoff or discharge. 11. Default and Remedies. a) Notice and Opportunity to Cure. If either Party fails to perform a material obligation under this Agreement when due (a “Default”), the non-defaulting Party shall provide written notice describing the Default in reasonable detail. The defaulting Party shall have ten (10) business days after receipt of the notice to cure a monetary Default and thirty (30) days after receipt of the notice to cure a nonmonetary Default; provided, that if a nonmonetary Default cannot reasonably be cured within thirty (30) days, the defaulting Party shall not be in Default if it commences cure within that period and thereafter diligently pursues cure to completion. b) Purchaser Default. If Purchaser fails to timely cure a Default, Seller may, in addition to any rights and remedies available under the Lease and applicable law, elect to terminate this Agreement by written notice to Purchaser and pursue damages or such other remedies as may be available at law or in equity. Seller’s termination of this Agreement shall not, by itself, terminate the Lease, which shall remain in effect unless terminated in accordance with its terms. c) Seller Default. If Seller fails to timely cure a Default, Purchaser may elect to: (a) terminate this Agreement by written notice to Seller; or (b) seek specific performance, subject to satisfaction of the conditions to Closing and Seller’s statutory authority and legal requirements applicable to the conveyance of County property. Purchaser may recover damages only to the extent permitted by applicable law. d) Limitations. Neither Party shall be in Default for failure to Close caused by: (a) the failure of a condition to Closing that has not been waived; (b) a delay permitted under Section 6(c); or (c) an act or omission of the other Party. The remedies stated in this Section are cumulative, except as otherwise expressly provided in this Agreement. 12. Seller’s Deliveries; Escrow and Closing. On or before the Closing Date, Seller shall execute, acknowledge, and deliver to the Title Company, as escrow agent, a Quit Claim Deed conveying Seller’s fee simple interest in the Property to Purchaser, subject to the Permitted Exceptions (the “Deed”). The Deed shall be in a form prepared by Seller and reasonably acceptable to Purchaser; provided that Purchaser shall not unreasonably withhold, condition, or delay its approval. On or before the Closing Date, Purchaser shall deposit with the Title Company, as escrow agent, the Purchase Price and all other funds and documents required from Purchaser to complete Closing. The Title Company shall hold the Deed, Purchase Price, and all other Page 9 of 13 INITIALS: Seller: _________/Date: ________ Purchaser: ______/Date: ________ Seller: ________/ Date: ________ Seller: _______/ Date: ________ closing documents and funds in escrow under this Agreement and the mutually approved escrow instructions. After the Title Company has received the documents and funds required for Closing and the conditions to recording and disbursement have been satisfied, the Title Company shall promptly record the Deed and any other recordable closing documents with the Kittitas County Auditor. Following recording, the Title Company shall disburse the Purchase Price and other funds in accordance with this Agreement and the escrow instructions and shall promptly provide both Parties written confirmation of recording and closing. 13. Possession. Seller shall deliver possession of the Property to Purchaser on the Date of Closing. 14. County Parking Rights. a) Parking Lots; Post-Closing Parking Rights. i. Two-Year Parking Use Right. For a period of two (2) years following the Date of Closing (the “Parking Use Period”), Seller shall have the exclusive right to use the Parking Lots, without additional rent or other charge, solely for vehicle parking and related access in connection with Seller’s operation of the Kittitas County Fair and Rodea. This exclusive use shall apply each year from the Wednesday preceding Labor Day weekend through the Tuesday following Labor Day (the “Fair Use Period”). It is agreed as a material condition which was negotiated as part of this Agreement that the Purchaser agrees to allow sole exclusive access to Seller of all parking space in the Parking Lots during the Fair Use Period. ii. First Option to Lease. Seller shall have the first option to lease the Parking Lots from Purchaser following expiration of the Parking Use Period. Seller may exercise the option by giving Purchaser written notice not less than one hundred eighty (180) days before expiration of the Parking Use Period. If Seller timely exercises the option to lease the Parking Lots, Seller and Purchaser shall enter into a written lease for the Parking Lots at fair market rental value. The initial term of the parking-lot lease shall be 4 years, unless the Parties otherwise agree in writing. iii. Failure to Exercise Option. If Seller does not timely exercise the option, or if Seller exercises the option but fails to execute the parking lease within thirty (30) days after fair market rental value is finally determined, Seller’s rights under this Section shall terminate. iv. Survival; County Approval. This Section shall survive Closing and expiration of the Lease. Page 10 of 13 INITIALS: Seller: _________/Date: ________ Purchaser: ______/Date: ________ Seller: ________/ Date: ________ Seller: _______/ Date: ________ b) Successors; Notice and Assumption of County Parking Rights. Purchaser acknowledges that Seller retains (a) the right to use the Parking Lots during the Parking Use Period and Fair Use Period, as provided in this Agreement, and (b) the first option to lease the Parking Lots, or such portion thereof as identified in this Agreement, for a period of four (4) years at fair market rental value (collectively, the “County Parking Rights”). Purchaser shall not sell, convey, assign, transfer, lease or otherwise transfer any interest in the Property during the Parking Use Period unless, before completion of the transfer: i. Purchaser provides the proposed transferee written notice of the County Parking Rights, including the County’s exclusive parking use rights during the Fair Use Period and the County’s first option to lease the Parking Lots for four (4) years at fair market rental value; ii. The proposed transferee executes a written assumption agreement, in a form reasonably acceptable to Seller (County), expressly assuming and agreeing to honor and perform the County Parking Rights for the remainder of the applicable term; and iii. Buyer delivers to Seller (County), at or before closing of the transfer, copies of the written notice and the executed assumption agreement. The County Parking Rights shall be binding upon Purchaser and each successor owner of the Property during the Parking Use Period and, if timely exercised by Seller, during the four-year lease term. No transfer of the Property will release Purchaser from its obligations under this Agreement unless Seller expressly agrees in writing. 15. Governing Law and Venue. This Agreement shall be interpreted, construed and enforced according to the laws of the State of Washington. Venue of any lawsuit arising out of this Agreement shall be in Kittitas County, Washington. 16. Notices. Subject to the requirements of any applicable statute, any notices required or permitted by law or under this Agreement shall be in writing and shall be (i) personally delivered, or (ii) sent by first class certified or registered mail, return receipt requested, with postage prepaid, to the parties’ addresses set forth herein. Either party may change such address for notice. All notices which are so addressed and paid for shall be deemed effective when personally delivered, or, if mailed, on the earlier of receipt of three (3) days after deposit thereof in the U. S. mail. 17. Time of Performance. Time is of the essence with respect to the performance of each Party’s obligations under this Agreement, including the timely delivery of documents and the timely Page 11 of 13 INITIALS: Seller: _________/Date: ________ Purchaser: ______/Date: ________ Seller: ________/ Date: ________ Seller: _______/ Date: ________ deposit of all sums required to be paid under this Agreement. Notwithstanding the foregoing, the time periods and deadlines stated in this Agreement are subject to: (a) any extension expressly permitted by this Agreement, including Section 6(c); (b) any written extension agreed to by the Parties; (c) the requirement that Closing not occur before January 31, 2028, unless the Lease is expressly amended in writing to permit an earlier closing; and (d) delays attributable to the Title Company, the Kittitas County Auditor, or another governmental office, provided that the affected Party timely performs its obligations and reasonably cooperates to complete Closing. 18. Section Headings. The word or words appearing at the commencement of sections and subsections of this Agreement are included only as a guide to the contents thereof and are not to be considered as controlling, enlarging or restricting the language or meaning of those sections or subsections. 19. Invalidity. In the event any portion of this Agreement should be held to be invalid by any court of competent jurisdiction, such holding shall not affect the remaining provisions hereof unless the court’s ruling includes a determination that the principal purpose and intent of this Agreement is thereby defeated. 20. Entire Agreement. All understandings and agreements, written and verbal, previously existing between the parties, if any, are merged into this Agreement which alone fully and completely expresses agreement of the parties, and the same is entered into after full investigation, neither party relying upon any statement or representation made by the other not embodied herein. This Agreement may be modified only by a written amendment executed by all parties. 21. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original instrument. All such counterparts together shall constitute a fully executed Agreement. 22. Amendment. This Agreement may not be modified or amended except by the written agreement of the parties. 23. No Brokers. The Parties agree that there are no brokers involved in connection with this purchase and sale. Page 12 of 13 INITIALS: Seller: _________/Date: ________ Purchaser: ______/Date: ________ Seller: ________/ Date: ________ Seller: _______/ Date: ________ IN WITNESS WHEREOF the parties have signed and delivered this Agreement as of the day and year first above written. Executed by the Parties to be effective as of the Effective Date set forth above. DATED this ____ day of ___________, 2026. By: Ryan Wales C.R. Wales Investments, LLC. DATED this ____ day of ___________, 2026. BOARD OF KITTITAS COUNTY COMMISSIONERS BRETT WACHSMITH, Chair LAURA OSIADACZ, Vice Chair JEFF LEICHLEITER, Commissioner ATTEST: Julie Kjorsvik, Clerk of the Board Page 13 of 13 INITIALS: Seller: _________/Date: ________ Purchaser: ______/Date: ________ Seller: ________/ Date: ________ Seller: _______/ Date: ________ EXHIBIT A Kittitas County tax parcel no’s: 183734, 193734, 133734, 043734 more commonly known as Kittitas County Bowling Alley/Festival Hall Development located in ELLENSBURG, WA, 98926 more fully described as follows: Parcel No. 183734: Parcel 1 – Lots 1 and 2, Block 67, Shoudy’s Second Addition to Ellensburg, in the County of Kittitas, State of Washington, as per plat thereof recorded in Book 1 of Plats, page 11, records of said County. Parcel No. 193734: Parcel 2 – Lot 3, Block 67, Shoudy’s Second Addition to Ellensburg, in the County of Kittitas, State of Washington, as per plat thereof recorded in Book 1 of Plats, page 11, records of said County. Parcel No. 043734: Parcel 3 Lot 16, Block 67, Shoudy’s Second Addition to Ellensburg, in the County of Kittitas, State of Washington, as per plat thereof recorded in Book 1 of Plats, page 11, records of said County. Parcel No. 133734: Parcel 4, That portion of Lots 9, 10, 11, Block 68, Shoudy’s Second Addition to Ellensburg, in the County of Kittitas, State of Washington, as per plat thereof recorded in Book 1 of Plats, page 11, records of said County, lying South and West of a line 50 feet Southwesterly and parallel with the cent line of the right of way of the Chicago, Milwaukee, St. Paul and Pacific Railroad Company. AND That portion of Lots, 12, 13, 14 and 15, Block 68, Shoudy’s Second Addition to Ellensburg, in the County of Kittitas, State of Washington, as per plat thereof recorded in Book 1 of Plats, page 11, records of said County, lying South and West of a line 50 feet Southwesterly and parallel with the centerline of the right of way of the Chicago, Milwaukee, St. Paul, and Pacific Railroad Company and lying South and East of the Southeasterly right of way of State Road No. 7. TOGETHER WITH the vacated North 20 feet of Ninth Avenue lying adjacent to Lots Nine (9) through Fifteen (15), inclusive, Block 68, lying east of Euclid Way and South and West of a line 50 feet Southwesterly and parallel with the center ling of the right of way of the Chicago, Milwaukee, St. Paul and Pacific Railroad Company, which accrues thereto by operation of law.