36
15.26
Form 17
36
( iv)
EXHIBIT A
LEGAL DESCRIPTION
1
EXHIBIT B
SCHEDULE OF EXISTING TENANTS
1
EXHIBIT B-1
SCHEDULE OF SECURITY DEPOSITS
1
EXHIBIT C
LIST OF SERVICE AGREEMENTS
1
EXHIBIT D
BARGAIN AND SALE DEED
1
EXHIBIT E
ASSIGNMENT AND ASSUMPTION AGREEMENT
1
EXHIBIT F
FIRPTA CERTIFICATE
1
EXHIBIT G
BILL OF SALE
1
EXHIBIT H
PERSONAL PROPERTY
1
EXHIBIT I
TENANT ESTOPPEL CERTIFICATE
1
EXHIBIT J
CONFIDENTIALITY AGREEMENT
1
EXHIBIT K
SITE ACCESS AND INDEMNIFICATION AGREEMENT
1
EXHIBIT L
TENANT NOTICE LETTER
1
EXHIBIT M
FEDERAL GOVERNMENT LEASE RIDER
1
EXHIBIT N
INTENTIONALLY OMITTED
1
EXHIBIT O
ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
1
EXHIBIT P
ENVIRONMENTAL DISCLOSURE STATEMENT
1
EXHIBIT Q
TITLE AFFIDAVIT
1
EXHIBIT R
LICENSE AGREEMENTS
1
EXHIBIT S
DECLARATION
1
EXHIBIT T
ROADWAYS QUITCLAIM DEED
1
EXHIBIT U
PARCEL 6 ROAD DESCRIPTION
1
EXHIBIT V
TIAA/ASSOCIATION CONDUIT SYSTEM QUITCLAIM DEED
1
EXHIBIT V-1
TIAA CONDUIT SYSTEM QUITCLAIM BILL OF SALE
1
EXHIBIT W
ASSOCIATION CONSENT
1
EXHIBIT X
ASSOCIATION ESTOPPEL
1
EXHIBIT Y
AMENDMENT TO HIGHLANDS FIBER OPTIC CONSTRUCTION AND MAINTENANCE AGREEMENT
1
EXHIBIT Y-1
ASSIGNMENT AND ASSUMPTION OF HIGHLANDS FIBER OPTIC CONSTRUCTION AND MAINTENANCE
AGREEMENT
1
EXHIBIT Z
ASSIGNMENT AND ASSUMPTION OF MIG FIBER OPTIC CONSTRUCTION AND MAINTENANCE
AGREEMENT
1
EXHIBIT AA
FORM OF LICENSE ESTOPPEL
1
EXHIBIT BB
TITLE COMMITMENT
1
Schedule 4.1
ORDER OF RECORDATION AT CLOSING
1
Schedule 10.5
OUTSTANDING LEASING COSTS
1
( v)
Schedule 10.6
CERTAIN OUTSTANDING FREE RENT
1
Schedule 10.7
ADDITIONAL OUTSTANDING FREE RENT
1
( vi)
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this "Agreement") is dated and made as of the
24th day of July, 2015 (the "Effective Date") by and between TEACHERS INSURANCE
AND ANNUITY ASSOCIATION OF AMERICA, a New York corporation, with an office at
730 Third Avenue, New York, New York 10017 ("Seller"), and STEELWAVE BOTHELL
OFFICE OWNER (WA), LLC, a Delaware limited liability company, with an office at
4000 East Third Avenue, Suite 600, Foster City, California 94404-4805
("Purchaser").
RECITALS
A.
Seller desires to sell and Purchaser desires to purchase all of Seller's
right, title and interest in and to the Property, upon the terms and conditions
set forth in this Agreement.
B.
Certain rules of construction for interpreting this Agreement are set
forth on Schedule 1 attached hereto which is hereby incorporated in and
constitutes part of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and provisions
contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as set forth below.
ARTICLE I
SALE OF THE PROPERTY
1.1
Sale of Property. Seller agrees to sell, transfer and assign to Purchaser
and Purchaser agrees to purchase, accept and assume from Seller, subject to and
in accordance with the terms and conditions of this Agreement, all of the
following (collectively, the "Property"):
(a)
Land. The following parcels of real property located in Bothell,
Snohomish County, Washington (collectively,