HomeMy WebLinkAboutOrd 1876 - Tukwila International Boulevard - Transfer and Option N1lLA, i
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City of
Washington
Ordinance No. /f Z
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, AUTHORIZING A PROPERTY
TRANSFER AGREEMENT AND AN OPTION AGREEMENT
IN CONNECTION WITH THE ACQUISITION OF
PROPERTY AND PROPERTY RIGHTS IN THE VICINITY OF
TUKWILA INTERNATIONAL BOULEVARD, FORMERLY
PACIFIC HIGHWAY; AUTHORIZING AND DIRECTING
THE APPROPRIATE OFFICIALS TO EXECUTE THOSE
AGREEMENTS; RATIFYING AND CONFIRMING PRIOR
ACTS; MAKING FUND BALANCE TRANSFERS AND
EXPENDITURE PROVISIONS IN THE GENERAL FUND;
PROVIDING FOR SEVERABILITY; AND ESTABLISHING
AN EFFECTIVE DATE.
WHEREAS, after a four -year effort involving numerous citizens, advisory panels, elected
officials and staff, and following formal review and comment by the City's Planning
Commission and a duly advertised public hearing, the City, by Ordinance No. 1848 passed
August 17, 1998, adopted the Pacific Highway Revitalization Plan (the "Pacific Highway
Plan and
WHEREAS, the Pacific Highway Plan called for the acquisition of property within the
area concerned for development of public amenities, facilities and infrastructure, including but
not limited to a neighborhood resource center and neighborhood parks; and
WHEREAS, the City has been provided with the opportunity to acquire certain
properties and property rights within the planning area for City purposes consistent with the
Pacific Highway Plan; and
WHEREAS, certain budget transfers from ending funding balances in the general fund
will be necessary to provide adequate resources;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, DO ORDAIN AS FOLLOWS:
Section 1. Authorization of Property Transfer Agreement. The City shall acquire the
properties and property rights (including options and other rights) described in the Property
Transfer Agreement between McConkey Enterprises and the City (the "Property Transfer
Agreement on file with the City Clerk (Attachment 1 attached). The Mayor is authorized
and directed to execute the Property Transfer Agreement in substantially the form on file with
the City Clerk. The Mayor and other City officials are authorized and directed to acquire the
properties and property rights described in the Property Transfer Agreement and to take such
actions and execute such instruments as may be necessary to implement the terms of the
Property Transfer Agreement.
Section 2. Authorization of Option and Put Agreement. The City shall acquire the
option rights and incur the obligations with respect to the property described in the Option
Agreement between McConkey Enterprises and the City (the "Option Agreement on file
with the City Clerk (Attachment 2 attached). The Mayor is authorized and directed to execute
Prop Trnsfr -TIB 7115199 1
the Option Agreement in substantially the form on file with the City Clerk. The Mayor and
other City officials are authorized and directed to acquire the property rights and incur the
obligations described in the Option Agreement and to take such actions and execute such
instruments as may be necessary to implement the terms of the Option Agreement.
Section 3. Budget Transfers. The following budget transfers are made to provide
funding for the necessary expenditure items.
Section 4. Ratification and Confirmation. Any actions of the City or its officers prior to
the effective date of and consistent with the terms of this ordinance are ratified and confirmed.
Section 5. Severability. If any section, subsection, paragraph, sentence, clause or phrase
of this ordinance or its application to any person or situation should be held to be invalid or
unconstitutional for any reason by a court of competent jurisdiction, such invalidity or
unconstitutionality shall not affect the validity or constitutionality of the remaining portions of
this ordinance or its application to any other person or situation.
Section 6. Effective Date. This ordinance or a summary thereof shall be published in the
official newspaper of the City, and shall take effect and be in full force and effect five (5) days
after passage and publication as provided by law.
PASSED BY THE CITY COUN IJ OF THE CITY TUKWILA, WASHINGTON, at a
Regular Meeting thereof this /T day of ,1999.
ATTEST/AUTHENTICATED:
General Fund
Expenditures:
000 20 291 803 Designated Unreserved Fund Balance <1,100,000>
000 20 291 840 Estimated Ending Unreserved Fund Balance <200,000>
000 20 594 590 60 Housing and Community Development 1,300,000
Total (net) 0
e E. Cantu, CMC, City Clerk
APPROVED AS FORM:
Of ice of tF e Cit Attorney
FILED WITH THE CITY CLERK: 7 9
PASSED BY THE CITY COUNCIL: 7-19- 9 1
PUBLISHED: 7- 23-9f
EFFECTIVE DATE: 7 Z 7
ORDINANCE NO.: /g 7(
w
Johr Rants, Mayor
Prop Trnsfr -TIB 7/15/99 2
CITY OF TUKWILA
SUMMARY OF ORDINANCE NO. /6/7h
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF TUKWILA, WASHINGTON, AUTHORIZING A
PROPERTY TRANSFER AGREEMENT AND AN OPTION
AGREEMENT IN CONNECTION WITH THE
ACQUISITION OF PROPERTY AND PROPERTY RIGHTS
IN THE VICINITY OF TUKWILA INTERNATIONAL
BOULEVARD, FORMERLY PACIFIC HIGHWAY;
AUTHORIZING AND DIRECTING THE APPROPRIATE
OFFICIALS TO EXECUTE THOSE AGREEMENTS;
RATIFYING AND CONFIRMING PRIOR ACTS; MAKING
FUND BALANCE TRANSFERS AND EXPENDITURE
PROVISIONS IN THE GENERAL FUND; PROVIDING FOR
SEVERABILITY AND CONSTITUTIONALITY; AND
ESTABLISHING AN EFFECTIVE DATE.
On 7. l the City Council of the City of Tukwila passed
Ordinance 0 authorizing a property transfer agreement and an option
agreement in connection with the acquisition of property and property rights in the
vicinity of Tukwila International Boulevard; making fund balance transfers and
expenditure provisions in the general fund; providing for severability and
constitutionality; and establishing an effective date.
The full text of this ordinance will be mailed without charge to anyone who
submits a written request to the City Clerk of the City of Tukwila for a copy of the text.
APPROVED by the City Council at its meeting of 77/?/f?
Published Seattle Times: 7 Als197
faxed 71aaJ
-L-L
E. Cantu, City Clerk
PROPERTY TRANSFER AGREEMENT
AG 99- 099
This Property Transfer Agreement "Agreement is entered into as of this 19th
day of July, 1999, by and between McCONKEY ENTERPRISES, a Washington sole
proprietorship (the "Seller and the CITY OF TUKWILA, a Washington municipal
corporation duly formed and existing under the laws of the State of Washington (the
"City
WHEREAS, the Seller is the owner of certain real property located in the City of
Tukwila, Washington, legally described on Exhibit A attached hereto and by this
reference incorporated herein (the "Owned Property and
WHEREAS, the Seller, as purchaser, has entered into the real estate purchase and
sale agreements and/or option agreements listed in Exhibit B attached hereto
(collectively, the "Option Agreements to purchase certain real property located in the
City of Tukwila, Washington, legally described on Exhibit C attached hereto and by this
reference incorporated herein (collectively, the "Optioned Property Copies of the
Option Agreements are attached hereto as Exhibit D; and
WHEREAS, pursuant to the terms of the Option Agreements, the Seller is
permitted to assign, transfer, sell, convey, grant and deliver all of the Seller's right, title
and interest in, to and under the Option Agreements to the City; and
WHEREAS, the City Council has determined it to be in the best interest of the
City to acquire certain rights in the Property; and
WHEREAS, the City is authorized to enter into this Agreement by Ordinance
No. /,g 7c' of the City, passed by the City Council on July 19, 1999;
NOW, THEREFORE, pursuant to law and for and in consideration of the mutual
promises, covenants and conditions hereinafter contained the parties hereto agree as
follows:
1. Purchase and Sale of Owned Property. The City hereby agrees to
purchase from Seller and the Seller hereby agrees to sell to City the Owned Property,
together with all of the Seller's right, title and interest in all improvements, easements
and rights -of -way appurtenant to the Owned Property. The Seller and the City agree and
acknowledge that the Owned Property does not include any tangible personal property.
The total purchase price for the Owned Property is Five Hundred Fifty -Three Thousand
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Att a chme ft 1
Four Hundred Eighty -Six Dollars ($553,486) (the "Purchase Price subject to credits
and prorations as set forth below, payable by the City by wire transfer or in certified
funds at Closing.
2. Assignment of Ontion Contracts. The Seller hereby agrees to assign, sell,
transfer, grant, deliver and convey to the City all of the Seller's right, title and interest in,
to and under the Option Agreements, together with all security deposits, earnest money
deposits, extension fees and guarantees with respect thereto. In consideration of the
assignment, City will pay the Seller Three Hundred Twenty -Five Thousand Dollars
($325,000) to reimburse Seller for development costs regarding the Optioned Property
(the "Reimbursement Fee payable by the City by wire transfer or in certified funds at
Closing.
3. Additional Owned Pronertv. If the Seller is unable to obtain consent to
assignment from one or more sellers under any of the Option Agreements on or before
July 21, 1999, Seller shall notify the City in writing on July 21, 1999, of such Optioned
Property (the "Additional Owned Property The Seller shall purchase the Additional
Owned Property on or before July 23, 1999, pursuant to the Option Agreements.
Thereafter, the Additional Owned Property shall be considered Owned Property for the
purposes of this Agreement. The City shall purchase the Additional Owned Property
from the Seller on the same terms and conditions as Owned Property under this
Agreement. The purchase price for the Additional Owned Property shall be equal to the
purchase prices in the Option Agreements plus 1.78% reimbursement for real estate
excise tax, subject to credits and prorations as set forth below, payable by the City by
wire transfer or in certified funds at Closing.
4. Closing. Closing as to the purchase of the Owned Property and the
assignment of the Option Agreements (the "Closing shall be in the office of
Transnation Title Insurance Company "Escrow Agent on July 26, 1999, or such earlier
date as may be specified by the City on three (3) days' prior notice to the Seller.
5. Review Period. The City shall have until July 22, 1999 (the "Review
Period to conduct a due diligence review with respect to the Property and the Option
Agreements. The Seller and its consultants shall cooperate with the City in connection
with the City's review of the Property and the Option Agreements.
During the Review Period, the Seller shall make available to the City copies of all
due diligence materials in the possession or control of the Seller with respect to the
Property, including surveys, title reports, environmental reports, appraisals, engineering
studies, correspondence and similar materials. Seller makes no representation or
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warranty of any kind as to the accuracy, completeness, or any other aspect of the due
diligence materials.
During the Review Period, and subject to any limitations set forth in the Option
Agreements, the City shall be entitled to access to the Property to conduct such
investigations, tests, surveys or other analyses as the City determines to be necessary.
The City agrees to indemnify, defend and hold harmless the Seller and the sellers under
the Option Agreements from all claims, costs and liabilities relating to personal injury or
property damage arising out of the City's entry onto the Property.
If the City fails to provide written notice to the Seller prior to expiration of the
Review Period that the Property and the Option Agreements are acceptable to the City,
this Agreement shall automatically terminate upon expiration of the Review Period unless
the parties proceed to close the contemplated transaction.
During the Review Period, the Seller shall use all reasonable efforts to obtain for
the benefit of the City (i) an estoppel certificate from each seller under an Option
Agreement confirming the status of such Option Agreement (on terms reasonably
satisfactory to the City), and (ii) the consent of each seller to the assignment of each
Option Agreement to the City if the Option Agreement requires the consent of the seller
to such assignment.
6. Title Insurance. On or before July 14, 1999, the Seller shall make
available to the City a preliminary commitment for an ALTA standard coverage owner's
policy of title insurance issued by Transnation Title Insurance Company or another title
insurance company mutually acceptable to the Seller and the City (the "Title Company
showing the condition of the Seller's title to the Owned Property, together with copies of
all exceptions to title (the "Preliminary Commitment The City shall give written
notice to the Seller on or before July 22, 1999, of any defects or encumbrances in the
Seller's title to the Owned Property to which the City objects (each, an "Exception
Any Exceptions shall be deemed approved by the City unless the City gives written
notice of such on or before such date. The Seller shall notify the City within two (2)
business days of the City's giving of written notice of Exceptions (a) which of the
Exceptions the Seller will remove at Closing; (b) which of the Exceptions the Title
Company has agreed to insure around in the title insurance policy to be issued at Closing
(together with the proposed form of endorsement); and (c) which of the Exceptions will
not be removed or insured around. In the event the Seller has not agreed to remove all of
the Exceptions, the City shall notify the Seller in writing on or before expiration of the
Review Period of the City's election to either (a) terminate this Agreement as to the
Owned Property or (b) waive the Exceptions the Title Company has agreed to insure
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around and the Exceptions the Seller will not remove or insure around, in which event
such Exceptions shall be deemed accepted by the City. Notwithstanding the foregoing,
the Seller agrees to remove all financial encumbrances and liens on the Owned Property
(other than nondelinquent taxes and assessments) at or prior to Closing, and if the Seller
fails to do so, the City may cause any remaining financial encumbrances and liens to be
satisfied in full at Closing from the proceeds of the Purchase Price and the
Reimbursement Fee.
The Seller shall deliver to the City at Closing, at the City's expense, an ALTA
standard coverage owner's policy of title insurance on the Owned Property issued by
Title Company in the aggregate face amount of the Purchase Price, dated the date of
Closing, and containing no exceptions except for the standard form printed exceptions
contained in an ALTA standard coverage owner's policy (except as provided below) and
the Exceptions specified in the Preliminary Commitment that have been approved or
deemed approved by the City.
The Seller agrees to provide to Title Company whatever indemnities or affidavits
the Title Company may reasonably request to delete from the title policy to be issued at
Closing the standard preprinted exception for mechanic liens and the standard preprinted
exception for parties in possession.
7. Closing Documents. At Closing, the Seller shall deliver to the City:
(a) A statutory warranty deed conveying title to the Owned Property to the
City, subject to no encumbrances, claims or defects other than the Exceptions approved
or deemed approved by the City pursuant to Section 6;
(b) An executed original FIRPTA affidavit for the Seller;
(c) An executed original Real Estate Excise Tax Affidavit;
(d) A certificate in form and content satisfactory to the City, reaffirming the
representations and warranties of the Seller set forth in Section 13;
(e) An Assignment and Assumption of Option Agreements in the form
attached hereto as Exhibit E (the "Assignment and
(0 Originals of the estoppel certificates (if any) and consents to assignments
(if needed) obtained by the Seller from the sellers under the Option Agreements as
provided in Section 5 above.
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The Seller and the City further agree to execute such other documents and instruments
not listed above as may be reasonably necessary to carry out the intent of the Seller and
the City.
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8. Risk of Loss.
(a) Casualty. Risk of loss of or damage to the Owned Property shall be borne
by the Seller until Closing, and risk of loss of or damage to the Owned Property shall be
borne by the City thereafter. In the event the Seller learns of a loss of or damage to the
Owned Property prior to Closing, the Seller shall promptly notify the City in writing. If
the Seller agrees in writing to repair or restore the Owned Property, prior to Closing, to
its condition on the date of execution of this Agreement, then the City shall be obligated
to close this transaction in accordance with the terms hereof. If the Seller does not so
notify the City, the City may elect either to terminate this Agreement, or to purchase the
Owned Property in the condition existing at Closing without adjustment of the Purchase
Price. If the City elects to purchase the Owned Property, the Seller shall not be liable to
restore the Owned Property, and the Seller shall in good faith pursue and promptly remit
to the City the proceeds of any policies of insurance on the Owned Property carried by or
for the benefit of the Seller.
(b) Condemnation. The Seller shall promptly notify the City in writing of any
condemnation or eminent domain proceeding which affects the Owned Property prior to
Closing. In the event of any condemnation or eminent domain proceeding, or a deed in
lieu or under threat thereof, which affects all or a portion of the Owned Property, the City
may elect either to terminate this Agreement, or to purchase the Owned Property in the
condition existing at Closing without adjustment to the Purchase Price. If the City elects
to purchase the Owned Property, the Seller shall not be liable to restore the Owned
Property, and the Seller shall in good faith pursue and promptly remit to the City the
proceeds of any condemnation award or payment in lieu thereof made to the Seller on
account of the Owned Property, provided, however, that the City may sue for or
otherwise seek payment of any condemnation award or payment in lieu thereof to which
the City may be independently entitled under applicable law.
9. Possession. The City shall be entitled to possession of the Owned
Property on Closing, free and clear of all leases or other parties in possession.
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10. Closing Costs and Prorations. The City shall be responsible for the
payment of all closing costs, including title insurance premiums, real estate excise taxes,
recording fees and escrow fees. Real property taxes, assessments and similar items shall
be prorated at Closing.
11. Deposits and Payments. At Closing the City shall succeed to and receive
the full benefit of all payments, deposits, fees and other costs paid or incurred by the
Seller prior to Closing with respect to the Option Agreements. At the request of the City,
the Seller agrees to sign such statements, assignments and other agreements as may be
necessary to confirm that such payments, deposits, fees and other costs are now paid
and/or held for the benefit of the City.
12. Contingencies. In addition to the other provisions set forth in this
Agreement, the obligations of the City hereunder are conditioned upon (a) the Seller's
representations and warranties as set forth in Section 13 shall be true, complete and
current as of Closing, and (b) the Seller shall have performed all of its obligations under
this Agreement.
13. Representations and Warranties of Seller. The Seller represents and
warrants to the City as follows:
(a) To the best of the Seller's knowledge, no person other than the Seller has
an option or right of first refusal to purchase the Property.
(b) To the best of the Seller's knowledge, there is no claim, litigation,
proceeding or governmental investigation pending, or, so far as known to the Seller,
threatened against or relating to the Property, or the transactions contemplated by this
Agreement, or any dispute arising out of any contract or commitment entered into
regarding the Property, nor is there any basis known to the Seller for any such action or
claim.
(c) Neither the execution or delivery of this Agreement, the consummation of
the transactions contemplated hereby, nor the fulfillment of the terms hereof, will conflict
with or result in a breach of any of the terms, conditions or provisions of or constitute a
default under, any written agreement to which Seller is a party or, to the best of the
Seller's knowledge, any instrument which affects the Property or to which the Property is
subject or any applicable laws or regulations of any governmental body having
jurisdiction over the Property.
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(d) To the extent any improvements, repairs or maintenance have been made
or will be made to the Property prior to Closing which might form the basis of
mechanics' and materialmen's liens, the Seller agrees to keep the Property free from liens
which might result from any and all such liens.
(e) To the best of the Seller's knowledge, and except as described in
environmental reports provided or to be provided to the City, the Property does not
contain, no activity on the Property has produced and the Property has not been used in
any manner for the storage, discharge deposit or dumping of hazardous or toxic wastes or
substances in violation of applicable law, whether in the soil, ground water or otherwise,
and the Property does not contain underground tanks of any kind.
(f) To the best of Seller's knowledge, the Owned Property is not subject to
any lease or occupancy agreement and no person occupies or is entitled to occupy all or
any portion of the Owned Property.
(g) Seller is the owner and holder of the purchaser's interest in the Option
Agreements, free and clear of liens granted by Seller.
(h) Seller is not in default in any respect of its obligations under an Option
Agreement and Seller is not aware of any defaults by any seller under an Option
Agreement.
(i) Seller has no knowledge of any material inaccuracy of any kind or nature
in a representation or warranty by a seller under an Option Agreement.
(j) The Option Agreements listed in Exhibit B and attached as Exhibit C
represent the entire agreement between the Seller and each seller with respect to the
purchase of the real property covered thereby. There no other amendments (oral or in
writing) as to any Option Agreement except as specifically identified in Exhibit B and
attached as Exhibit C.
Each of the representations and warranties of the Seller set forth herein shall survive
Closing for one year and shall not be merged into the deed or other assignment
documents.
14. Default. Time is of the essence of this Agreement. In the event the Seller
or the City fails, without legal excuse, to complete the purchase of the Owned Property or
to perform any covenant or agreement of the City contained herein, the non defaulting
party may elect, in addition to and without prejudice to any other right or remedy
50106203 04
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available under this Agreement or at law or in equity, the right to demand and have
specific performance of this Agreement or to maintain an action for damages, but if the
non defaulting party elects to sue for damages, the non defaulting party's recovery shall
be limited to actual damages. Actual damages means the difference, if any, between the
Purchase Price and the purchase price offered or paid in an all -cash transaction under a
contract for the Owned Property, plus other direct damages, including without limitation
reasonable attorney's fees and costs. The non defaulting party shall not have the right to
recover any consequential damages resulting from such default, including without
limitation lost profits, lost business opportunities, interference with business or
contractual expectancies or loss of equity invested in real property other than the Owned
Property.
15. Seller Indemnification. The Seller shall protect, defend, indemnify and
hold the City harmless from and against any and all liabilities, obligations, damages,
penalties, charges, costs and expenses, including without limitation reasonable attorney's
fees, which the City may suffer or incur in connection with its ownership of the Owned
Land resulting from any action or inaction of the Seller or its agents, employees,
contractors or subcontractors occurring before Closing. This indemnification shall
survive the Closing.
16. City Indemnification. The City shall protect, defend, indemnify and hold
the Seller harmless from and against any and all liabilities, obligations, damages,
penalties, charges, costs and expenses, including without limitation reasonable attorney's
fees, which the Seller may suffer or incur in connection with its ownership of the Owned
Land resulting from any action or inaction of the City or its agents, employees,
contractors or subcontractors occurring on or after Closing. This indemnification shall
survive the Closing.
17. Onerations Pending Closing. From the date hereof until Closing, the
Seller shall maintain the Owned Property in the current condition and state of repair,
reasonable wear and tear excepted, and shall keep the Option Agreements in full force
and effect. Without limiting the foregoing, the Seller shall not amend or revise any
Option Agreement, and the Seller shall not impose any easement, restriction or limitation
on all or any portion of the Property or the use or potential use thereof.
18. Notices. Any notices required in accordance with any of the provisions
herein shall be sent by registered or certified mail addressed to Seller or City, respectively
as follows:
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City: City of Tukwila
6200 Southcenter Boulevard
Tukwila, Washington 98188
Attention: Finance Director
Seller:
McConkey Development Company
3006 Northup Way, Suite 101
Bellevue, Washington 98004
Attention: President and Managing General Partner
or at such other place as the Seller or the City may in writing direct. All notices shall be
deemed effective upon receipt, refusal of delivery or attempted delivery.
19. Authority. The Seller and the City each warrants and represents that it has
the authority to enter into this Agreement.
20. Nonmerger. The terms and provisions of this Agreement shall not merge
in, but shall survive, any closing of the transactions contemplated hereunder and any deed
or other assignments to be delivered pursuant hereto.
21. Brokerage Fees. Each party represents to the other that no broker has been
involved in this transaction. In the event of a claim for broker's fee, finder's fee,
commission or similar compensation in connection herewith, the Seller, if such claim is
based upon any agreement alleged to have been made by the Seller, hereby agrees to
indemnify the City against and hold the City harmless from any and all damages,
liabilities, costs, expenses and losses (including without limitation reasonable attorney's
fees and costs) which the City may sustain or incur by reason of such claim, and the City,
if such claim is based upon any agreement alleged to have been made by the City, hereby
agrees to indemnify the Seller against and hold the Seller harmless from any and all
damages, liabilities, costs, expenses and losses (including without limitation reasonable
attorney's fees and costs) which the Seller may sustain or incur by reason of such claim.
The parties acknowledge there are brokers involved in the Optioned Property, to be paid
by the sellers thereof.
22. No Joint Venture. It is not intended by this Agreement to, and nothing
contained in this Agreement shall, create any partnership, joint venture or other
arrangement between Seller and City. No term or provision of this Agreement is
intended to be, or shall be, for the benefit of any person, firm, organization or
corporation, other than the parties hereto, and none shall have any right or cause of action
hereunder.
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23. Entire Agreement. This Agreement, together with any exhibits or
attachments hereto and forming a part hereof, set forth the entire agreement of the Seller
and the City concerning the Property, and there are no other agreements or
understandings, oral or written, between the Seller and the City with respect thereto. Any
subsequent modification of this Agreement shall be binding upon the Seller and the City
only if reduced to writing and signed by each party intended to be bound.
24. Partial Invalidity. If any term, covenant or condition of this Agreement or
the application thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such term, covenant or
condition to persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term, covenant or condition of this
Agreement shall be valid and be enforced to the fullest extent permitted by law.
25. Governing Law. This Agreement and the rights of the parties hereunder
shall be governed and construed in accordance with the laws of the State of Washington.
26. Exclusive Benefit. The provisions of this Agreement are for the exclusive
benefit of Seller and City and not for the benefit of any third person. This Agreement
shall not be deemed to have conferred any rights upon any third person.
27. Seller's Exchange. Seller intends to convey one or more of the parcels
comprising the Owned Property as a like -kind exchange pursuant to Section 1031 of the
Internal Revenue Code of 1986, as amended, and City agrees to cooperate in such an
exchange.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
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McCONKEY ENTERPRISES,
a Washington sole proprietorship
By 441.27/L N fV0.
Frederick W. McConkey, Owner
ATTEST:
By .1i( -e- Pt.Lc.(__/
Tie &"GZ
50106203.04
CITY OF TUKWILA, WASHINGTON
By
T
50106203.04
LIST OF EXHIBITS,
Exhibit A Legal Description of Owned Property
Exhibit B List of Option Agreements
Exhibit C Legal Description of Optioned Property
Exhibit D Copies of Option Agreements
Exhibit E Form of Assignment and Assumption of Option Agreements
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STATE OF WASHINGTON
ss.
COUNTY OF KING
On this day of
before me, the undersigned, a
Notary Public in and for the StatJ of Washington, duly commissioned and sworn,
personally appeared JOHN W. RANTS, to me known to be the MAYOR of the City of
Tukwila, Washington, the municipal corporation that executed the within and foregoing
instrument, and acknowledged the said instrument to the free and voluntary act and deed
of said municipal corporation for the uses and purposes therein mentioned, and on stated
that he was authorized to execute said instrument.
WITNESS my hand and official seal hereto affixed the day and year in this
certificate.
1999.
50106203.04
Dated this
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day of
(Signature of Notary)
131,<_f
(Legibly Print or Stamp Nanie of Notary)
Notary public in and for the State of
Washington, residing at
My appointment expires 5 q 0 3
STATE OF WASHINGTON
ss.
COUNTY OF KING
tic
On this day of U LL4 before me, the undersigned, a
Notary Public in and for the Stati of Washington, duly commissioned and sworn,
personally appeared JANE E. CANTU to me known to be the CITY CLERK of the City
of Tukwila, Washington, the municipal corporation that executed the within and
foregoing instrument, and acknowledged the said instrument to the free and voluntary act
and deed of said municipal corporation for the uses and purposes therein mentioned, and
on stated that she was authorized to execute said instrument.
WITNESS my hand and official seal hereto affixed the day and year in this
certificate.
1999.
50106203.04
Dated this
H
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C(f
oTARY
PU BUG
-14-
day of
-u I I
PALA__
(Signature of Notary)
R)&r+ ,<e r
(Legibly Print or Stamp Name of Notary)
Notary public in and
Washington, residing at
My appointment expires
fo the State of
CMCL-
STATE OF WASHINGTON
ss.
COUNTY OF KING
On this 15th day of July, before me, the undersigned, a Notary Public in and for
the State of Washington, duly commissioned and sworn, personally appeared
FREDERICK W. McCONKEY, to me known to be the OWNER of McCONKEY
ENTERPRISES, the sole proprietorship that executed the within and foregoing
instrument, and acknowledged the said instrument to the free and voluntary act and deed
of said sole proprietorship, for the uses and purposes therein mentioned, and on stated
that they were authorized to execute said instrument.
WITNESS my hand and official seal hereto affixed the day and year in this
certificate.
50106203.04
Dated this 15th day of July, 1999.
✓t.au421 nubt444.04/1
(Signature of Notary) V
Marc R. Greenough
(Legibly Print or Stamp Name of Notary)
Notary public in and for the State of
Washington, residing at Seattle
My appointment expires September 9. 2001
-15-
SLEIGHT
O'NEIL
EXHIBIT A
LEGAL DESCRIPTION OF OWNED PROPERTY
LOT 4 IN CHERRY LANE, AS PER PLAT RECORDED IN VOLUME 28 OF PLATS,
PAGE 21, RECORDS OF KING COUNTY;
SITUATE IN THE CITY OF TUKWILA, COUNTY OF KING, STATE OF
WASHINGTON.
LOT A OF SHORT PLAT NO. 90 -9 -SS, ACCORDING TO THE SHORT PLAT
RECORDED UNDER KING COUNTY RECORDING NO. 9010240314;
SITUATE IN THE CITY OF TUKWILA, COUNTY OF KING, STATE OF
WASHINGTON.
KAUR
THE SOUTH 84 FEET OF LOTS 7 OF CHERRY LANE, AS PER PLAT RECORDED
IN VOLUME 48 OF PLATS, PAGE 21, RECORDS OF KING COUNTY;
SITUATE IN THE CITY OF TUKWILA, COUNTY OF KING, STATE OF
WASHINGTON.
50106203.04
MALFAIT
MOYER
SWAFFORD
MARTIN
HENNIJM
50106203.04
EXHIBIT B
LIST OF OPTION AGREEMENTS
Real Estate Purchase and Sale Agreement made as of July 22, 1998, by and between
Leon T. Malfait, a single man, as Seller, and McConkey Enterprises and/or assigns, a sole
proprietorship, as Purchaser, as amended December 9, 1998, December 14, 1998,
February 25, 1999, March 29, 1999, April 28, 1999, June 1, 1999, June 23, 1999 and July
7, 1999.
Real Estate Purchase and Sale Agreement made as of August 1, 1998, by and between
Joseph and Georgia Moyer, husband and wife, as Seller, and McConkey Enterprises
and/or assigns, a sole proprietorship, as Purchaser, as amended November 18, 1998,
December 14, 1998 and February 25, 1999.
Real Estate Purchase and Sale Agreement made as of January 29, 1999, by and between
Richard and Vickie Swafford, husband and wife, as Seller, and McConkey Enterprises
and/or assigns, a sole proprietorship, as Purchaser, as amended May 6, 1999 and June 1,
1999.
Real Estate Purchase and Sale Agreement made as of September 24, 1998, by and
between Marvin E. Martin, as Seller, and McConkey Enterprises and/or assigns, a sole
proprietorship, as Purchaser, as amended November 18, 1998, December 14, 1998,
January 28, 1999, February 25, 1999 and May 13, 1999.
Real Estate Purchase and Sale Agreement made as of December 3, 1998, by and between
Ken Hennum, as Seller, and McConkey Enterprises and/or assigns, a sole proprietorship,
as Purchaser, as amended December 14, 1998, January 28, 1999 and February 25, 1999.
MALFAIT
PARCEL A:
EXHIBIT C
LEGAL DESCRIPTION OF OPTIONED PROPERTY
THE SOUTH 245 FEET OF THE WEST 505 FEET OF THE EAST 1031 FEET OF
THE SOUTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 15, TOWNSHIP 23
NORTH, RANGE 4 EAST W.M., LYING EASTERLY OF THE STATE HIGHWAY
NO. 1;
EXCEPT THE SOUTH 20 FEET THEREOF CONVEYED TO KING COUNTY FOR
ROAD BY INSTRUMENT RECORDED UNDER RECORDING NO. 1158645;
AND EXCEPT THAT PORTION OF THE SOUTHEAST 1/4 OF THE SOUTHWEST
1/4 OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 4 EAST W.M., LYING
SOUTHWESTERLY OF THE ARC OF A CIRCLE HAVING A RADIUS OF 12.5
FEET WHICH IS TANGENT TO THE NORTH RIGHT OF WAY LINE OF SOUTH
144TH STREET AND THE EAST RIGHT OF WAY LINE OF PACIFIC HIGHWAY
SOUTH, CONVEYED TO KING COUNTY BY DEED RECORDED UNDER
RECORDING NO. 7409040396;
SITUATE IN THE CITY OF TUKWILA, COUNTY OF KING, STATE OF
WASHINGTON.
LOTS 1, 2 AND 3 OF CHERRY LANE, AS PER PLAT RECORDED IN VOLUME 48
OF PLATS, PAGE 21, RECORDS OF KING COUNTY;
SITUATE IN THE CITY OF TUKWILA, COUNTY OF KING, STATE OF
WASHINGTON.
MOYER
LOTS 5 IN CHERRY LANE, AS PER PLAT RECORDED IN VOLUME 48 OF
PLATS, PAGE 21, RECORDS OF KING COUNTY;
SITUATE IN THE CITY OF TUKWILA, COUNTY OF KING, STATE OF
WASHINGTON.
50106203.04
SWAFFORD
LOT 7 OF CHERRY LANE, AS PER PLAT RECORDED IN VOLUME 48 OF PLATS,
PAGE 21, RECORDS OF KING COUNTY;
EXCEPT THE NORTH 220 FEET THEREOF;
AND EXCEPT THE SOUTH 84 FEET THEREOF;
SITUATE IN THE CITY OF TUKWILA, COUNTY OF KING, STATE OF
WASHINGTON.
MARTIN
THE NORTH 220 FEET OF LOT 7 OF CHERRY LANE, AS PER PLAT RECORDED
IN VOLUME 48 OF PLATS, PAGE 21, RECORDS OF KING COUNTY;
SITUATE IN THE CITY OF TUKWILA, COUNTY OF KING, STATE OF
WASHINGTON.
HENNE JM
LOT B OF SHORT PLAT NO. 90 -9 -SS, ACCORDING TO THE SHORT PLAT
RECORDED UNDER KING COUNTY RECORDING NO. 9010240314;
SITUATE IN THE CITY OF TUKWILA, COUNTY OF KING, STATE OF
WASHINGTON.
50106203.04
50106203.04
EXHIBIT D
COPIES OF OPTION AGREEMENTS
F -1
REAL ESTATE PURCHASE AND SALE AGREEMENT
This REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Agreement made as of
the Effective Date (defined below), is by and between LEON T. MALFAIT, a single man
"Seller and McCONKEY ENTERPRISES AND /OR ASSIGNS, a sole proprietorship
"Purchaser
For and in consideration of the mutual covenants herein contained, the parties hereto do hereby
agree as follows:
1. Property. Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller
the real property located at 14241,14245, and 14247 41 Avenue South and 14242 Pacific
Highway South in the City of Tukwila, King County, Washington described on Exhibit "C"
attached and appurtenances thereto (the "Property") all on the terms, covenants and conditions
set forth herein.
2. Purchase Price and Payment.
LEGAL DESCRIPTION ATTACHED
2.1 Earnest Money deposit. As consideration for Seller's execution and delivery of
this Agreement, Purchaser shall, on or before 10 days after the Effective Date of this Agreement
deposit with Title company (defined in Section 6.1), a promissory note (the "Earnest Money
Note in form and content of Exhibit A attached hereto in the amount of $20,000. Provided
that all of the conditions set forth in Section 3.1 have been satisfied or waived by Purchaser, on
or before expiration of the Feasibility Period (defined in Section 3.1) Purchaser shall pay to
Escrow Holder the principal of the Earnest Money Note, such principal becoming non refundable
to Purchaser except as otherwise set forth in this Agreement. Hereafter, the term "Deposit" shall
be used to refer, when appropriate, to the earnest Money Note and, when paid, to the principal
thereof.
2.2 Interest. Purchaser shall be entitled to direct Title Company to place the Deposit
in an interest bearing amount of Purchaser's selection, at Purchaser's risk, and any interest earned
thereon shall be added to and deemed a part of the Deposit.
2.3 Purchase Price. The total purchase price "Purchase Price is $1,800,000.00;
$750,000.00 at Closing and the balance on a Note and Deed of Trust, in the form attached hereto
as Exhibit B, for $1,050.000.00 at nine percent (9 interest only payments of $7,875.00 per
month with a balloon payment of $1,050,000.00 due at the end of year three. The Note can be
pre -paid without penalty.
2.4 Payment. The Purchase Price, less the Deposit shall be payable pursuant to
Section 2.3.
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914cCONKEY DEVELOPMENT COMPANY
Acquisitions Development Property Management
Mr. Leon T. Malfait
14826 42 Ave S
Tukwila, WA 98188
March 29, 1999
RE: South Cities Motel,
Transnation Title Commitment No. 867984
Dear Leon:
This letter is to serve notice that I am extending the feasibility period for April with this
$5,000 non refundable deposit to escrow.
Thank you for your cooperation on this transaction.
FWM:mlb
cc: Alex Galloway
Tim O'Kane
Bob Mackin
3006 Northup Way, Suite 101
Bellevue, WA 98004
Fredrick W. McConkey
PRESIDENT MANAGING
GENERAL PARTNER
Sincerely,
t---
Fred McConkey
PHONE (425) 889-1180
FAX (425) 822 -9393
MONKEY ENTERPRISES
]000 NORflW YIMY, AWE 101 1.
JLEVUE. WA M001
Pit 200.1041111
PAY Five Thousand Rod 00 /100 Dollars
TO THE DATE AMOUNT
ORDER OF Transnaticz Title Mardi 26, 1999 $5,000.00
Escrow 867984, Malfait
•00 2 233' 41 2 5000 5 741: 4? 260 1000 5.7 40
cCONKEY ENTERPRISES
lc.-tow 867984, Malfait
52:21 KEY BANK OF WASHINGTON
PRIVATE MAKING OMER 200
smarm WA 1M01
I,.w1 70
UO223
McCONKEY- ENTERPRISES•
L
002233
3. Conditions. The obligations of Purchaser under this Agreement and consummation of
Closing are, at Purchaser's option, subject to the complete satisfaction or waiver of each and all
of the following conditions:
3.1 Inspection/Feasibility. Purchaser shall have until 5:00 p.m. November 30, 1998
to investigate the Property, its value, financing, zoning, environmental and building matters, its
condition including, but not limited to, the presence of asbestos, hazardous materials and
underground storage tanks and its suitability for Purchaser's intended use (the "Feasibility
Period Purchaser may extend the November 30, 1998 Inspection/Feasibility deadline by three
(3) consecutive periods of thirty (30) days by providing Seller with written notice of such
extension prior to expiration of the then period and payment of $5,000.00 for each such
extension, which payment(s) shall be nonrefundable and be considered part of the Deposit.
3.2 Effect of No Notice. If Purchaser fails to notify Seller in writing that all of the
conditions set forth in this Section 3 have been satisfied or waived within the applicable time
period or periods set forth herein this Agreement shall terminate, the Deposit (except for any
extension payments made pursuant to Section 3.1 above) shall be returned to Purchaser and
neither party shall have any further rights or obligations whatsoever arising out of or in
connection with this Agreement except as otherwise specifically set forth herein. In such a case,
Purchaser shall return all materials related to this transaction to Seller or its agent.
L 3.3 Termination by Purchaser. If Purchaser terminates this transaction during the
a pplicable time period or periods set forth herein, then the Deposit (except for any extension
payments made pursuant to Section 3.1 above) shall be returned to Purchaser and neither party
shall have any further rights or obligations whatsoever arising out of or in connection with this
Agreement except as otherwise specifically set forth herein. In such a case, Purchaser shall
return all materials related to this transaction to Seller or its agent.
3.4 Cost of Studies. Except as otherwise provided herein, Pi'r:J aser will pay for its
due diligence studies and reports in addition to its normal closing costs and will hold Seller
harmless from any fees incurred by Purchaser.
4. Representations and Warranties.
4.1 Seller's Representations and Warranties.
4.1.1 Not Used.
4.1.2 Delivery of Information. Seller will deliver to Purchaser within 10 days
following the Effective Date full and complete copies of (1) any proposed building plans and
specifications for the Property, including civil plans, underground utilities, mechanical, electrical,
and plumbing plans; (2) any environmental reports, soil reports and compaction studies,
inspections, surveys and other related studies in Seller's possession; and (3) full and complete
description and inventory of any personal property.
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4.1.3 Other Agreements. There are no other contracts or agreements in force
or effect for sale of all or any portion of the Property which would survive Closing and Seller
shall not, without the prior written consent of Purchaser, enter into any such contracts or
agreements between the date hereof and the earlier of Closing or termination of this Agreement.
As of Closing, Seller shall terminate or cause to be terminated any and all agreements affecting
the Property including, but not limited to, leases, maintenance, management, security, service,
supply and other similar contracts and agreements and shall terminate all personnel employed in
connection with the Property. Purchaser may hire the trailer park manger and continue to rent
trailers on a month to month basis at Purchaser's sole discretion.
4.1.4 Litigation. Seller is unaware of any action, suit, investigation or
proceeding (administrative or otherwise) pending or threatened against or affecting the Property
or any portion of it, the transactions contemplated hereby, or which might affect the right of
Purchaser to own, operate, develop or possess the Property or which might have a material effect
on the business of the Property or result in any liability of Purchaser with respect thereto.
4.1.5 Condemnation. Seller has no knowledge of any pending or threatened
governmental proceeding or any other fact or condition which would limit or result in the
termination of any current access to the Property or in the reduction of the size of the Property.
4.1.6 Compliance with Laws. To the best of its knowledge, Seller has kept and
maintained the Property in compliance with and has not caused or permitted the Property, or any
improvements located thereon to be in violation of any environmental law, building law or
zoning regulation, and Seller is unaware of any material defect in the premises or improvements
thereon.
4.1.7 Utilities. All utilities required for the operation of the Property enter
through adjoining public streets, or if they pass through an adjoining private land, do so in
accordance with valid public easements or private easements which will inure to the benefit of
Purchaser. All of said public utilities are installed and charges have been paid in full, and the
right to the return of any deposit or contribution in connection therewith shall inure to Seller. All
said public utilities are available to be installed.
4.1.8 Hazardous Materials. Seller represents and warrants to Purchaser that, to
the best of Seller's knowledge, and except as otherwise as set forth in paragraph 4.1.9, below, or
disclosed by Seller to Purchaser in writing within 10 days of the Effective Date, (1) neither the
Property nor any real estate in the vicinity of the Property is in violation of any federal, state,
local or administrative agency ordinance, law, rule, regulation, order or requirement relating to
environmental conditions or Hazardous Material "Environmental Laws (2) neither Seller nor
any third party has used, manufactured, generated, treated, stored, disposed of, or released any
Hazardous Material on, under or about the Property or real estate in the vicinity of the Property
or transported any Hazardous Material over the Property; (3) the Property does not consist of any
building materials that contain Hazardous Material. For the purposes hereof, "Hazardous
Materials" shall mean any substance, chemical, waste or other material which is listed, defined or
otherwise identified as "hazardous" or "toxic" under any federal, state, local or administrative
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agency ordinance or law, as well as any formaldehyde, urea, polychlorinated biphenyls,
petroleum, petroleum product or by- product, crude oil, natural gas, synthetic gas, radon, lead and
asbestos. If Seller and/or Purchaser discovers or determines the existence of any hazardous
materials or other condition that exists, including the presence of asbestos, as of and/or prior to
Closing, the result of which may require remedial action pursuant to any Federal, state or local
law, the party shall promptly notify the other of such hazardous materials or environmental
condition and Seller shall take any and all appropriate action in response thereto at its cost,
provided that Seller's expense shall be limited to $100,000. If such remediation exceeds
$100,000, Purchaser may elect to pay such amount exceeding $100,000 or terminate this
Agreement, in which case the Deposit shall be returned to Purchaser, provided that if Purchaser
elects to terminate pursuant to this Section 4.1.8, Seller may elect to pay the costs in excess of
$100,000, in which case this Agreement shall continue in full force and effect.
4.1.9 Removal of Storage Tanks. Seller covenants that prior to November 30,
1998, and at Seller's cost, (1) Seller shall complete the removal of any and all storage, gas and/or
fuel tanks or pumps and related fixtures or improvements located on or under the Property, and
complete any and all remediation necessitated by and associated with such removal, (2) Seller
shall bring the Property into compliance with any and all local, state and federal environmental
laws, codes, ordinances, rules and regulations, which compliance shall be subject to verification
by Purchaser's environmental consultant (Purchaser shall pay the costs of its consultant), and (3)
Seller shall obtain a No Further Action Letter from the State of Washington Department of
Ecology. Seller shall work diligently and continuously to complete the foregoing obligations
before November 30, 1998. If Seller does not complete such obligations before November 30,
1998, Purchaser may either terminate the Agreement or require Seller continue to work diligently
and continuously to complete the obligations as soon as possible. If Seller does not complete the
obligations before March 31, 1999, Purchaser may terminate this Agreement.
4.1.10 Flood zone. To the best of Seller's knowledge, the Property is not located
within a flood zone.
4.1.11 Operations of Motel. During the feasibility period, Purchaser shall have
access to the hotel opertaions accounting books to determine the net operating income of the
hotel over the past three years.
4.1.12 Delivery. Seller shall deliver the Property to Purchaser on Closing as an
operating motel, and shall not remove or damage, or permit the removal of or damage to any of
the rooms and improvements which are located on the Property as of the date of execution of this
Agreement.
4.1.13 Change in Circumstances. Upon notification of any fact that would
change any of the representations or warranties contained herein, Purchaser shall have the option
of (a) waiving the breach of warranty that would be caused by such change, (b) agreeing with
seller to adjust the terms hereof to compensate Purchaser for such change, or (c) terminating the
Agreement. If such fact is different because of a misrepresentation of Seller, then the options
stated in the previous sentence shall be in addition to any other remedy available to Purchaser at
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law or in equity. As used in the Agreement, Seller's knowledge includes the knowledge of any
agent, officer, member, manager or general partner of Seller and of any agent thereof.
4.2 Survival. The representations and undertakings set forth in the Agreement shall
survive closing and shall not merge into the deed given by Seller to Purchaser.
5. Possession and Prior Entry. Possession of the Property shall be delivered to Purchaser
at Closing. Between the Effective Date and Closing or the earlier expiration or termination of
this Agreement, Purchaser, its agents and employees shall have the right to go upon the Property
for the purpose of inspecting and making any tests or studies Purchaser deems appropriate.
Purchaser agrees to indemnify, defend and hold Seller harmless from and against any and all
liens, claims, loss or liability arising out of Purchaser's entry on to the Property prior to Closing
pursuant to this Section 5.
6. Title and Survey.
6.1 Title Company. "Title Company" shall mean Transnation Title Insurance
Company.
6.2 Condition of Title. Closing shall be conditioned upon Title Company issuing or
committing to issue to Purchaser, at Seller's expense, an extended coverage ALTA Owner's
Policy of title insurance in the amount of the Purchase Price insuring fee title in the Property
vested in Purchaser free and clear of all matters except the Permitted Exceptions (defined in
Section 6.3), the lien of current real property taxes and installments of assessments not yet due
and payable.
6.3 Title Commitment and Survey. Seller shall deliver to Purchaser a preliminary
title commitment for an extended form owner's policy of title insurance covering the Property,
together with legible copies of all documents of record relating to the Property (the
"Commitment and a current ALTA survey of the Property (the "Survey within ten (10) days
of execution hereof. Purchaser shall, within 10 days of receipt of the Survey and Commitment,
deliver written notice to Seller (the "Purchaser's Notice of any exceptions to clear title which
are disapproved by Purchaser, any exceptions not so objected to being hereinafter referred to as
"Permitted Exceptions." If Purchaser does not so timely deliver the Purchaser's Notice to Seller,
Purchaser will be deemed to have accepted all items of record. Upon the timely receipt of
Purchaser's Notice, Seller shall then have 10 days to deliver written notice to Purchaser (the
"Seller's Response that the title issues as set forth in Purchaser's Notice have been cured, will
be cured before Closing, or that Seller is unable to cure the defects. If Seller does not so timely
deliver the Seller's Response to Purchaser, Seller will be deemed to have elected to cure all items
set forth in the Purchaser's Notice no later than Closing. Upon the timely receipt of the Seller's
Response, Purchaser shall then have 10 days to deliver written notice to Seller (the "Purchaser's
Response that Purchaser accepts the status of title as set forth in Seller's Response, or
alternatively that Purchaser has elected to terminate the Agreement, in which case the Deposit
shall be returned to Purchaser. If Purchaser does not so timely give the Purchaser's Response to
Seller, Purchaser will be deemed to have elected to terminate this Agreement, and the Deposit
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shall be returned to Purchaser. If additional exceptions to title are disclosed by supplemental
reports to the Commitment, Purchaser and Seller shall proceed to review such new title
exceptions in accordance with the provisions of this Section; provided however, that Purchaser
shall have 5 days to review and comment upon such new title exception and Seller shall have 5
days after notice from Purchaser, to give Purchaser notice of such exception's removal or other
disposition under this Section. The above not withstanding Seller is obligated to remove all
monetary liens from title on or before Closing.
7.1 Escrow. Upon mutual execution of this Agreement, the parties shall execute
instructions to Title Company to consummate the purchase in accordance with the terms and
provisions hereof. They shall place with Title Company all instruments, documents and monies
necessary to complete the sale in accordance with this Agreement. The provisions hereof shall
constitute joint instructions to the Title Company; provided, however, that the parties shall
execute such additional instructions as they may agree upon or as requested by the Title
Company not inconsistent with the provisions hereof. Said escr• shall provide for a closing
date witzin 10 days qf the isstipce of a building permit by the 'la on this site h 6wev-er
7.2 Deposit of Closing Documents. At Closing Sel s' 1 deliver to Purchaser bills
of sale to any personal property and deliver any agreements, documents and instruments as may
be necessary to transfer, convey and assign to Purchaser all property rights and assets to be
assigned to Purchaser by Seller. Title shall be conveyed by Statutory Warranty Deed (the
"Deed free of encumbrances or defects except those permitted herein or as Purchaser f;; ller
shall otherwise agree.
6.4 Title Exceptions. If upon Closing Seller is unable to convey the Property in the
condition set forth in Seller's Response, Purchaser shall, by written notice to Seller on or before
Closing (which notice may, notwithstanding the provisions set forth in the Agreement, be given
to Title Company on behalf of and for the benefit of Seller) either: (i) accept title in its then
condition; or (ii) terminate this Agreement, in which case the Deposit shall be returned to
Purchaser.
7. Closing.
s� ar�
7.3 Costs and Prorations. Seller shall pay the cost of emtended covera the
policy of title insurance, required hereby, all real property excise taxes due and payable in
connection with the sale of the Property, the cost of any documentary or transfer tax or stamps
and one -half the other Closing expenses including the Escrow fees and charges and any recording
fees (except the cost of recording the Deed). Purchaser shall pay the remaining one -half of the
other Closing expenses including the Escrow fees and charges and the cost of recording the
Deed. All real and personal property taxes and assessments installments shall be prorated
between Seller and Purchaser as of Closing. The real property taxes and assessments
installments shall be prorated using the most recent tax information available. Title Company
shall be responsible for reporting the Closing to the Internal Revenue Service pursuant to Section
6045 .of the Internal Revenue Code.
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9. Miscellaneous.
7.4 Foreign Investment in Real Property Act. The Foreign Investment in Real
Property Tax Act FIRPTA), IRC Section 1445, requires that every Purchaser of U.S. real
property must, unless an exemption applies, deduct and withhold from the Seller's proceeds 10%
of the gross sales price. The primary exemptions which might be applicable are: (a) Seller
provides the Purchaser with an affidavit under penalty of perjury that Seller is not a "foreign
person as defined in FIRPTA, or (b) Seller provides Purchaser with a "qualifying statement," as
defined by FIRPTA, issued by the Internal Revenue Service. Seller and Purchaser agrees to
execute and deliver, as appropriate, any instrument, affidavit and statement, and to perform any
acts reasonably necessary to carry out the provisions of FIRPTA and regulations promulgated
thereunder.
8. Remedies. In the event that Seller defaults, Purchaser shall be entitled to all remedies
available at law or in equity, including specific performance. In the event Purchaser fails to
complete the purchase of the Property, the Deposit made by Purchaser shall be forfeited to Seller
as the sole and exclusive remedy available to Seller for such failure.
PURCHASER AND SELLER HEREBY SPECIFICALLY ACKNOWLEDGE THAT
THEY HAVE READ THE PRECEDING PROVISION REGARDING LIMITATIONS OF
ITS REMEDIES AND FORFEITURE OF THE DEPOSIT AND UNDERSTAND AND
AGREE TO IT.
9.1 Notices. Any demand, request or notice which either party hereto desires or may
be required to make or deliver to the other shall be in writing and shall be deemed given when
personally delivered, or when delivered by private courier service (such as Federal Express), or
three days after being deposited in the United States Mail in registered or certified form, retum
receipt requested, addressed as follows:
To Purchaser:
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McConkey Enterprises
Attn: Fredrick W. McConkey
3006 Northup Way, Suite 101
Bellevue, WA 98004
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To Seller:
Leon T. Malfait
14826 42 Ave. S.
Tulwila, WA 98168
or to such other single address and person as either party may communicate to the other by like
written notice.
9.2 Entire Agreement. This Agreement contains the entire understanding between
the parties and supersedes any prior understandings and agreements between them respecting the
subject matter hereof. There are no other representations, agreements, arrangements or
understandings, oral or written, between and among the parties hereto or any of them, relating to
the subject matter of this Agreement. No amendment of or supplement to this Agreement shall
be valid or effective unless made in writing and executed by the parties hereto. Notwithstanding
the foregoing, any addendum or exhibit attached hereto and either signed or initialed by the
parties is hereby incorporated herein and shall be deemed a part hereof.
9.3 Construction. The section headings throughout this Agreement are for
convenience and reference only and the words contained in them shall not be held to expand,
modify, amplify or aid in the interpretation, construction or meaning of this Agreement. All
pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter,
singular or plural as the identification of the person or persons, firm or firms, corporation or
corporations may require. "Person" shall mean an individual, firm, association, corporation, trust
or any other form of business or legal entity. The locative adverbs "herein," "hereunder,"
"hereto," "hereby," "hereinafter," etc., whenever the same appear herein, mean and refer to this
Agreement in its entirety and not to any specific section or subsection hereof. Any reference
herein to "days" means consecutive calendar days. If the last day of any item period or any other
specified date occurs on a day when the recording office of the county in which the Property is
located is closed, such time period or date shall be extended to the next day such recording office
is open. All parties hereto have been represented by legal counsel in this transaction and
accordingly hereby waive the general rule of construction that an agreement shall be construed
against its drafter.
9.4 Attorneys Fees. In the event of litigation between the parties hereto, declaratory
or otherwise, in connection with or arising out of this Agreement, the prevailing party shall
recover from the non prevailing party all actual costs, actual damages and actual expenses,
including attorneys' fees and charges, paralegal and clerical fees and charges and other
professional or consultants' fees and charges expended or incurred in connection therewith, as set
by the court, including for appeals, which shall be determined and fixed by the court as part of
the judgment. In addition, if either party is held by a court or arbitrator to owe to the other a sum
of money, whether as damages, indebtedness, or otherwise for breach of this Agreement, such
party shall also owe to and pay the other party interest on such sum from the time of the breach
until paid at the rate of 12% per annum.
C:IDOCS\TukwilalP&S South City Motel.doc
-8-
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9.5 Assignment. Purchaser may on or before Closing, assign all or any of its interest
in this Agreement, as it sees fit, without Seller's prior written consent to any limited liability
company, corporation, or general or limited partnership in which Purchaser has an interest.
Except as otherwise set forth above, neither party may assign its interest in this Agreement
without the consent of the other party, which consent may not be unreasonably withheld or
delayed.
9.6 Risk of Loss. All risk of loss or damage to the Property shall be borne by the
Seller until Closing. In the event that there is loss or damage to the Property between the date
hereof and Closing, by reason of fire, vandalism, flood, earthquake, or acts of God, and the cost
to repair such damage shall exceed 10% of the purchase price of the Property, Purchaser may at
its option either proceed with this transaction if Seller agrees in writing to repair or replace
damaged property prior to Closing or declare this Agreement null and void. If damage to the
Property is less than 10% of the purchase price and Seller agrees in writing to repair or replace
and does actually repair and replace damaged property prior to Closing, this transaction shall
proceed as agreed.
9.7 Condemnation. If prior to Closing any portion of the Property is the subject of a
condemnation or an eminent domain action or threatened therewith, Purchaser may elect to either
terminate this Agreement and recover the Deposit or to consummate Closing and receive an
assignment of all condemnation proceeds.
9.8 Time is of the essence of this Agreement. Except as otherwise provided herein,
in the event that any contingency to this Agreement has not been eliminated, satisfied, or waived
in writing within the time limits and pursuant to the provisions herein, this Agreement shall be
deemed null and void, and the Deposit shall be retumed to Purchaser, and the escrow shall be
canceled.
9.9 Compliance with Laws. The parties hereto agree to comply with all applicable
federal, state and local laws, regulations, codes, ordinances and administrative orders having
jurisdiction over the parties, property or the subject matter of this Agreement including, but not
limited to; the 1964 Civil Rights Act and all amendments thereto, the Foreign Investment i Real
Property Tax Act, the Comprehensive Environmental Response Compensation and Liability Act,
and the Americans With Disabilities Act.
9.10 Applicable Law. This Agreement shall be construe and interpreted under the
laws of the state where the Property is located.
9.11 Delivery of Studies. In the event the sale does not close for whatever reason, all
studies, investigations, plans, reports or work product that would assist Seller in developing the
Property in the future will be delivered free of charge from Purchaser to Seller within 10 days
after the termination of the Agreement.
9.12 Performance. Where a day for performance falls on a Saturday, Sunday or legal
holiday, the day from completion of performance shall be extended to the next business day.
CADOCS\rukwila\P&S South City Motei.doc
-9-
last saved 07/17/1998 11:03 AM
9.13 Acceptance of Agreement. Purchaser's offer is made subject to the acceptance
of Seller on or before 5.00 PM on July 17, 1998. If Seller does not accept this Agreement within
the time specified, this Agreement shall become void.
C:1DOCS\TukwilaW&S South City Motel.doc
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PURCHASER:
PURCHASER:
McCONKEY ENTERPRISES,
a sole proprietorship
By: 1.2 •11
Fredrick W. McConkey
SIGNATURE PAGE
FINAL ACKNOWLEDGMENT BY PURCHASER:
A fully executed copy of this Agreement has been received by Purchaser on this 22" of
1998, which date is the "Effective Date" of this Agreement.
McCONKEY ENTERPRISES, a sole proprietorship
By: Altd4Cat_ w e VIk e t.ec-. 4
Fredrick W. McConkey r
C: \DOCS1Tukwila\P&S South City Motel.doc
SELLER:
LEON T. MALFAIT
a single man
last saved 07/17/1998 11:03 AM
EXHIBIT A
EARNEST MONEY NOTE
$.10 otx) .00 Bellevue, Washington
July 4-j 1998
Subject to the terms and conditions of that certain Real Estate Purchase and Sale
Agreement (the "Agreement of even date herewith by and between the undersigned and Leon
T. Malfait "Seller the undersigned promises to pay to Transnation Title Insurance Company
the sum of Twenty Thousand and No /100 Dollars ($20,000.00) without interest upon the
expiration of the Feasibility Period (as that term is used in the Agreement), as set forth in Section
2.1 of the Agreement. Principal shall be payable at the office of Transnation Title Insurance
Company.
McCONKEY ENTERPRISES, a sole proprietorship
By:
4 4.4A,4:24.
C:\DOCS\Tukwila\P&S South City Motel.doc
Fredr McConkey
-12-
last saved 07/17/1998 11:03 AM
Exhibit "C"
Legal Description
Plat Name:
LOT 152304 BLK 92 POR OF S 245 FT OF W 505 FT OF E 1031 FT OF SE 1/4 OF
SW 1 /4LY ELY OF STATE RD 1 LESS CO RD
Plate Name: Cherry Lane Addition
Legal: Lots 1 -3
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This is an Agency Disclosure "Disclosure to the Real Estate Purchase and Sale Agreement by
and between Leon T. Malfait, a single man, as Seller and McCONKEY ENTERPRISES, a sole
proprietorship, as Purchaser regarding that property (the "Property") located at 14241, 14245 and
14247 41st Avenue South in the City of Tukwila, King County, Washington, as described on
Exhibit A. Any capitalized terms not defined herein shall have the same meaning as set forth in
the Agreement "Agreement
1. Purchaser and Seller represent and warrant to each other that they have dealt with no real
estate broker other than Tim O'Kane of NW Retail Partners and that no other broker
agent of finder is entitled to any commission or other fee on account of the Agreement
except as otherwise disclosed herein.
2. "Selling agent" means the broker who procured Purchaser as a purchaser in this
transaction. "Listing agent" means the broker who represents the Seller in this
transaction and/or who listed the Property for sale.
3. At the signing of this Agreement the selling agent, NW Retail Partners, represented
Purchaser. Seller will pay to Northwest Retail Partners a 5% real estate commission.
Each party signing this document confirms that prior oral and/or written disclosure of
agency was provided to him /her /it in this transaction. The real estate commission is only
payable if transaction closes as set out in the Agreement.
PURCHASER:
McCONKEY ENTERPRISES,
a sole proprietorship
By:
4 M-&-.t.
Fredrick McConke3
C: \DOCS\Tukwila\P&S South City Motel.doc
AGENCY DISCLOSURE
-13-
SELLER:
LEON T. MALFAIT
a single man
Leon aa11
last saved 07/17/1998 11:03 AM
AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT
RECITALS:
A. LEON T. MALFAIT, a single man "Seller and McCONKEY
ENTERPRISES AND /OR ASSIGNS, a sole proprietorship "Purchaser entered into a
Real Estate Purchase and Sale Agreement "Agreement with the effective date as July
22, 1998 for the sale of the real property described in new Exhibit C.
B. Seller and Purchaser desire to make certain amendments to that Agreement
relating to Closing date, the Feasibility Period, and Deposit payments.
NOW THEREFORE,IT IS AGREED that the Agreement is amended as follows:
1. Notwithstanding anything contained in the Agreement, the Twenty Thousand
Dollar ($20,000) Earnest Money Note referenced in section 2.1 of the Agreement, a copy
of which is Exhibit A to the Agreement, shall become due and payable January 1, 1999,
and at that time said amount shall be paid into escrow and be non refundable.
2. The Agreement provides for 3 extension periods under section 3.1 under which the
Purchaser has the opportunity to make investigation as set forth therein. There shall be
10 additional 30 day monthly extension periods commencing March 1, 1999 and
continuing each month thereafter with the final extension commencing December 1,
1999. To receive the extensions Purchaser must prior to the expiration of the then
existing extension period give written notice to the Seller and pay $5,000.00 into escrow.
All deposits shall apply toward the purchase price.
3. Since all deposits are now non refundable, section 3.3 of the Agreement requiring
return of the Deposit under certain conditions is no longer applicable regarding the
deposits.
4. Section 7.1 provides for a Closing Date of not later than March 10, 1999. The
new Closing Date shall now be no later than December 31, 1999.
5. Attached Exhibit C, which is the description in Transnation Title Company
Order No. 867984, is the complete legal description of the real property and replaces
Exhibit C of the Agreement.
6. All other terms and conditions of the Agreement shall remain the same. Provided,
however, in the event any such term or condition is inconsistent with the terms of this
Amendment, the terms of this Amendment shall control, and such term or condition shall
be interpreted so as to be consistent with this Amendment.
DATED: /9Yf
DATED: /4/10/
2
SELLER:
Leo alfait, a single single man
'77
on T. Malfai l
PURCHASER:
McConkey Enterprises, a sole proprietorship
By: e•etP.i)ds. W. Yer O
Fredrick W. McConkey
LEGAL DESCRIPTION:
PARCEL A:
Order No. 867984
THE SOUTH 245 FEET OF THE WEST 505 FEET OF THE EAST 1031 FEET
OF THE SOUTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 15,
TOWNSHIP 23 NORTH, RANGE 4 EAST W.M., LYING EASTERLY OF THE
STATE HIGHWAY NO. 1;
EXCEPT THE SOUTH 20 FEET THEREOF CONVEYED TO KING COUNTY FOR
ROAD BY INSTRUMENT RECORDED UNDER RECORDING NO. 1158645;
AND EXCEPT THAT PORTION OF THE SOUTHEAST 1/4 OF THE SOUTHWEST
1/4 OF SECTION 15, TOWNSHIP 23 NORTH, RANGE 4 EAST W.M.,
LYING SOUTHWESTERLY OF THE ARC OF A CIRCLE HAVING A RADIUS OF
12.5 FEET WHICH IS TANGENT TO THE NORTH RIGHT OF WAY LINE OF
SOUTH 144TH STREET AND THE EAST RIGHT OF WAY LINE OF PACIFIC
HIGHWAY SOUTH, CONVEYED TO KING COUNTY BY DEED RECORDED UNDER
RECORDING NO. 7409040396;
SITUATE IN THE CITY OF TUKWILA, COUNTY OF KING, STATE OF
WASHINGTON.
PARCEL B:
LOTS 1, 2 AND 3 OF CHERRY LANE, AS PER PLAT RECORDED IN
VOLUME 48 OF PLATS, PAGE 21, RECORDS OF KING COUNTY;
SITUATE IN THE CITY OF TUKWILA, COUNTY OF KING, STATE OF
WASHINGTON.
EXHIBIT C.
McCONKEY DEVELOPMENT COMPANY
Acquisitions Development Property Management
Mr. Leon T. Malfait
14826 42 Ave S
Tukwila, WA 98188
RE: South Cities Motel,
Transnation Title Commitment No. 867984
Dear Leon:
Thank you for executing the enclosed amendment to Real Estate Purchase and Sale
Agreement.
Per our recent amendment, this letter is to deposit $20,000 into escrow, non refundable,
plus another $5,000 non refundable extension option for January 1999.
Thank you for your cooperation on this transaction.
FWM:mlb
cc: Alex Galloway
Tim O'Kane
Bob Mackin
3006 Northup Way, Suite 101
Bellevue, WA 98004
Fredrick W. McConkey
PRESIDENT MANAGING
GENERAL PARTNER
December 14, 1998
Sincerely,
1,,proCe‘)91
Fred McConkey
PHONE (425) 889 -1180
FAX (425) 822.9393
McCONKEY ENTERPRISES
]0,1NORT11UP WAY, BURS 101
BELLEVUE, WA 11004
PK 2084141-1110
PAY Twenty Five Thousand and 00 /100 Dollars
TO THE
ORDER OF Transnation Title
McCONKEY ENTERPRISES
Malfait Escrow #867984
Ma PRIVATE BANKING OFFICE NO
/' BELLEVUE, WA WOO
I1.s7nno
0 0 2 i 7 7 0 0 1s 1 25000 5 741: 4 7 260 1000 5 740
DATE AMOUNT
12/14/98 $25,000.00
McCONKEY ENTERPRISES
1 1,./Q4 1
002177
002177
McCONKEY DEVELOPMENT COMPANY
Acquisitions Development Property Management
Mr. Leon T. Malfait
14826 42° Ave S
Tukwila, WA 98188
RE: South Cities Motel,
Transnation Title Commitment No. 867984
Dear Leon:
This letter is to serve notice that I am extending the feasibility period for March with this
$5,000 non refundable deposit to escrow.
Thank you for your cooperation on this transaction.
FWM:mlb
cc: Alex Galloway
Tim O'Kane
Bob Mackin
3006 Northup Way, Suite 101
Bellevue, WA 98004
Fredrick W. McConkey
PRESIDENT MANAGING
GENERAL PARTNER
February 25, 1999
Sincerely,
Fred McConkey
PHONE (426) 889 -1180
FAX (425) 822.9393
s.
McCONKEY DEVELOPMENT COMPANY
Acquisitions Development Property Management
Alex Galloway
Transamerica Title Insurance Company
1200 Sixth Avenue
Seattle, WA 98101
Re: South Cities Motel,
Transnation Title Commitment No. 867984
Dear Alex:
This letter is to serve notice that I am extending the feasibility period for May with this
$5,000 non refundable deposit to escrow.
Thank you for your cooperation on this transaction.
FWM:wg
cc: Leon Malfait
Tim O'Kane
Bob Mackin
3006 Northup Way, Suite 101
Bellevue, WA 98004
Fredrick W. McConkey
PRESIDENT MANAGING
GENERAL PARTNER
April 28, 1999
Sincerely,
69P)w.
Fred McConkey
PHONE (425) 889 -1180
FAX (425) 822.9393
:1
111.
lAcCONICEY ENTERPRISES
No menus wAr. sun Rh
BEILLWE. WA NON
Mt a014111111110
PAY Five Thousand and 00/100 Dollars
0 Ttansnation Title
44 I
OF
,4 7,..g.
40400
44:
NKEY ENTERPRISES
Escrow 867984, Malfait
Escrow 867984, Malfisit
DATE
April 28, 1999
1 1'00 224 25000 57 1 17260 WOO 57
2:a KEY BANK OF WASHINGTON
PRIVATE BANKING OFFICE NO
BELLEVUE. WA 10004
10-57/Ina
McCONKEY ENTERPRISES
AMOUNT
$5,000.00
002244
002244
"
Alex Galloway
Transamerica Title Insurance Co.
1200 Sixth Avenue
Seattle, WA 98101
Re: South Citied Motel
Transnation Title Commitment No. 867984
Dear Alex:
Thank you for your cooperation on this transaction.
FWM:wg
Enclosure
cc: Leon Malfait
Tim O'Kane
Bob Mackin
3006 Northup Way, Suite 101
Bellevue, WA 98004
Fredrick W. McConkey
PRESIDENT MANAGING
GENERAL PARTNER
MCCONKEY DEVELOPMENT COMPANY
Acquisition Development Property Management
June 1, 1999
This letter is to serve notice that I am extending the feasibility period for June with this
$5,000 non refundable deposit to escrow.
Sincerely,
.11.fri tfr/)
Fredrick W. McConkey
PHONE (425) 889 -1180
FAX (425) 822.9393
June 23, 1999
Sincerely,
4,'`.
Fred McConkey t�
PHONE (4 :5) 889-1180
FAX (4. s5) 822-9393
Dear Alex:
FWM:wg
Enclosure
cc: Leon Malfait
Tim O' Kane
Bob Mackin
3006 Northup Way, Suite 101
Bellevue, WA 98004
NIcCONKEY DEVELOPMENT COMPANY
Acquisitions Development Property Management
Alex Galloway
Transamerica Title Insurance Co.
1200 Sixth Avenue
Seattle, WA 98101
Re: South Cities Motel
Transnation Title Commitment No. 867984
Thank you for your cooperation on this transaction.
Fredrick W. McConkey
PRESIDENT MANAGING
GENERAL PARTNER
July 7, 1999
This letter is to serve notice that I am extending the feasibility period for July with this
$5,000 non refundable deposit to escrow. Provided we obtain necessary approvals, I plan
to remove contingencies in August 1999.
Sincerely,
Fredrick W. McConkey
PHONE (425) 889 -1180
FAX (425) 822 -9393
This REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Agreement made as of
the Effective Date (defined below), is by and between JOSEPH AND GEORGIA MOYER,
husband and wife "Seller and McCONKEY ENTERPRISES AND /OR ASSIGNS, a sole
proprietorship "Purchaser
For and in consideration of the mutual covenants herein contained, the parties hereto do hereby
agree as follows:
1. Property. Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller
the real property located at 14223 41 Avenue South in the City of Tukwila, King County,
Washington described on Exhibit "C" attached and appurtenances thereto (the "Property all on
the terms, covenants and conditions set forth herein.
2. Purchase Price and Payment.
2.1 Earnest Money deposit. As consideration for Seller's execution and delivery of
this Agreement, Purchaser shall, on or before 10 days after the Effective Date of this Agreement
deposit with Title company (defined in Section 6.1), a promissory note (the "Earnest Money
Note in form and content of Exhibit A attached hereto in the amount of $5,000. Provided that
all of the conditions set forth in Section 3.1 have been satisfied or waived by Purchaser, on or
before expiration of the Feasibility Period (defined in Section 3.1) Purchaser shall pay to Escrow
Holder the principal of the Earnest Money Note, such principal becoming non refundable to
Purchaser except as otherwise set forth in this Agreement. Hereafter, the term "Deposit" shall be
used to refer, when appropriate, to the earnest Money Note and, when paid, to the principal
thereof.
2.2 Interest. Purchaser shall be entitled to direct Title Company to place the Deposit
in an interest bearing amount of Purchaser's selection, at Purchaser's risk, and any interest
earned thereon shall be added to and deemed a part of the Deposit.
2.3 Purchase Price. The total purchase price "Purchase Price is $145,000.00,
payable in cash at closing.
2.4 Payment. The Purchase Price, less the Deposit shall be payable pursuant to
Section 2.3.
3. Conditions. The obligations of Purchaser under this Agreement and consummation of
Closing are, at Purchaser's option, subject to the complete satisfaction or waiver of each and all
of the following conditions:
G'DOCTTukwila\Mover house.doc
REAL ESTATE PURCHASE AND SALE AGREEMENT
LEGAL DESCRIPTION ATTACHED
!ast saved 0724/1998 10:51 AM
3.1 Inspection/Feasibility. Purchaser shall have until 5:00 p.m. November 30, 1998
to investigate the Property, its value, fmancing, zoning, environmental and building matters, its
condition including, but not limited to, the presence of asbestos, hazardous materials and
underground storage tanks and its suitability for Purchaser's intended use (the "Feasibility
Period Purchaser may extend the November 30, 1998 Inspection/Feasibility deadline by three
(3) consecutive periods of thirty (30) days by providing Seller with written notice of such
extension prior to expiration of the then period and payment of $1,500.00 for each such
extension, which payment(s) shall be nonrefundable and be considered part of the Deposit.
3.2 Effect of No Notice. If Purchaser fails to notify Seller in writing that all of the
conditions set forth in this Section 3 have been satisfied or waived within the applicable time
period or periods set forth herein this Agreement shall terminate, the Deposit (except for any
extension payments made pursuant to Section 3.1 above) shall be returned to Purchaser and
neither party shall have any further rights or obligations whatsoever arising out of or in
connection with this Agreement except as otherwise specifically set forth herein. In such a case,
Purchaser shall return all materials related to this transaction to Seller or its agent.
3.3 Termination by Purchaser. If Purchaser terminates this transaction during the
applicable time period or periods set forth herein, then the Deposit (except for any extension
payments made pursuant to Section 3.1 above) shall be returned to Purchaser and neither party
shall have any further rights or obligations whatsoever arising out of or in connection with this
Agreement except as otherwise specifically set forth herein. In such a case, Purchaser shall
return all materials related to this transaction to Seller or its agent.
3.4 Cost of Studies. Except as otherwise provided herein, Purchaser will pay for its
due diligence studies and reports in addition to its normal closing costs and will hold Seller
harmless from any fees incurred by Purchaser.
4. Representations and Warranties.
4.1 Seller's Representations and Warranties.
4.1.1 Not Used.
4.1.2 Delivery of Information. Seller will deliver to Purchaser within 10 days
following the Effective Date all documents in Seller's possession, including full and complete
copies of (1) any proposed building plans and specifications for the Property, including civil
plans, underground utilities, mechanical, electrical, and plumbing plans; (2) any environmental
reports, soil reports and compaction studies, inspections, surveys and other related studies in
Seller's possession; and (3) full and complete description and inventory of any personal property.
4.1.3 Other Agreements. There are no other contracts or agreements in force
or effect for sale of all or any portion of the Property which would survive Closing and Seller
shall not, without the prior written consent of Purchaser, enter into any such contracts or
agreements between the date hereof and the earlier of Closing or termination of this Agreement.
C.1DOCS \Tukwila∎Mover house.doc -2- last saved 0722/1998 12:23 PM
4.1.4 Litigation. Seller is unaware of any action, suit, investigation or
proceeding (administrative or otherwise) pending or threatened against or affecting the Property
or any portion of it, the transactions contemplated hereby, or which might affect the right of
Purchaser to own, operate, develop or possess the Property or which might have a material effect
on the business of the Property or result in any liability of Purchaser with respect thereto.
4.1.5 Condemnation. Seller has no knowledge of any pending or threatened
governmental proceeding or any other fact or condition which would limit or result in the
termination of any current access to the Property or in the reduction of the size of the Property.
4.1.6 Compliance with Laws. To the best of its knowledge, Seller has kept and
maintained the Property in compliance with and has not caused or permitted the Property, or any
improvements located thereon to be in violation of any environmental law,. building law or
zoning regulation, and Seller is unaware of any material defect in the premises or improvements
thereon.
4.1.7 Utilities. All utilities required for the operation of the Property enter
through adjoining public streets, or if they pass through an adjoining private land, do so in
accordance with valid public easements or private easements which will inure to the benefit of
Purchaser. All of said public utilities are installed and charges have been paid in full, and the
right to the return of any deposit or contribution in connection therewith shall inure to Seller. All
said public utilities are available to be installed.
4.1.8 Hazardous Materials. Seller represents and warrants to Purchaser that, to
the best of Seller's knowledge, and except as otherwise as set forth in paragraph 4.1.9, below, or
disclosed by Seller to Purchaser in writing within 10 days of the Effective Date, (1) neither the
Property nor any real estate in the vicinity of the Property is in violation of any federal, state,
local or administrative agency ordinance, law, rule, regulation, order or requirement relating to
environmental conditions or Hazardous Material "Environmental Laws (2) neither Seller nor
any third party has used, manufactured, generated, treated, stored, disposed of, or released any
Hazardous Material on, under or about the Property or real estate in the vicinity of the Property
or transported any Hazardous Material over the Property; (3) the Property does not consist of any
building materials that contain Hazardous Material. For the purposes hereof, "Hazardous
Materials" shall mean any substance, chemical, waste or other material which is listed, defined or
otherwise identified as "hazardous" or "toxic" under any federal, state, local or administrative
agency ordinance or law, as well as any formaldehyde, urea, polychlorinated biphenyls,
petroleum, petroleum product or by- product, crude oil, natural gas, synthetic gas, radon, lead and
asbestos. If Seller and/or Purchaser discovers or determines the existence of any hazardous
materials or other condition that exists, including the presence of asbestos, as of and/or prior to
Closing, the result of which may require remedial action pursuant to any Federal, state or local
law, the party shall promptly notify the other of such hazardous materials or environmental
condition and Seller shall take any and all appropriate action in response thereto at its cost,
provided that Seller's expense shall be limited to $1,000. If such remediation exceeds $1,000,
Purchaser may elect to pay such amount exceeding $1,000 or terminate this Agreement, in which
C.`DOCS \Tulwila\Moyer house.doc
-3-
last saved 07/22/1998 12:23 PM
case the Deposit shall be returned to Purchaser, provided that if Purchaser elects to terminate
pursuant to this Section 4.1.8, Seller may elect to pay the costs in excess of $1,000, in which case
this Agreement shall continue in full force and effect.
C.IDOCS\Tukwila\Moyer house.doe
4.1.9 Not Used.
4.1.10 Flood zone. To the best of Seller's knowledge, the Property is not located
within a flood zone.
4.1.11 Not Used
4.1.12 Not Used.
-4-
4.1.13 Change in Circumstances. Upon notification of any fact that would
change any of the representations or warranties contained herein, Purchaser shall have the option
of (a) waiving the breach of warranty that would be caused by such change, (b) agreeing with
seller to adjust the terms hereof to compensate Purchaser for such change, or (c) terminating the
Agreement. If such fact is different because of a misrepresentation of Seller, then the options
stated in the previous sentence shall be in addition to any other remedy available to Purchaser at
law or in equity. As used in the Agreement, Seller's knowledge includes the knowledge of any
agent, officer, member, manager or general partner of Seller and of any agent thereof.
4.2 Survival. The representations and undertakings set forth in the Agreement shall
survive closing and shall not merge into the deed given by Seller to Purchaser.
5. Possession and Prior Entry. Possession of the Property shall be delivered to Purchaser
at Closing. Between the Effective Date and Closing or the earlier expiration or termination of
this Agreement, Purchaser, its agents and employees shall have the right to go upon the Property
for the purpose of inspecting and making any tests or studies Purchaser deems appropriate.
Purchaser agrees to indemnify, defend and hold Seller harmless from and against any and all
liens, claims, loss or liability arising out of Purchaser's entry on to the Property prior to Closing
pursuant to this Section 5.
6. Title and Survey.
6.1 Title Company. "Title Company" shall mean Transnation Title Insurance
Company.
6.2 Condition of Title. Closing shall be conditioned upon Title Company issuing or
committing to issue to Purchaser, at Seller's expense, an extended coverage ALTA Owner's
Policy of title insurance in the amount of the Purchase Price insuring fee title in the Property
vested in Purchaser free and clear of all matters except the Permitted Exceptions (defined in
Section 6.3), the lien of current real property taxes and installments of assessments not yet due
and payable.
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7. Closing.
C.\DOCS \Tukwda\Moyer house.doc
6.3 Title Commitment and Survey. Seller shall deliver to Purchaser a preliminary
title commitment for an extended form owner's policy of title insurance covering the Property,
together with Legible copies of all documents of record relating to the Property (the
"Commitment and a current ALTA survey of the Property (the "Survey") within ten (10) days
of execution hereof. Purchaser shall, within 10 days of receipt of the Survey and Commitment,
deliver written notice to Seller (the "Purchaser's Notice of any exceptions to clear title which
are disapproved by Purchaser, any exceptions not so objected to being hereinafter referred to as
"Permitted Exceptions." If Purchaser does not so timely deliver the Purchaser's Notice to Seller,
Purchaser will be deemed to have accepted all items of record. Upon the timely receipt of
Purchaser's Notice, Seller shall then have 10 days to deliver written notice to Purchaser (the
"Seller's Response that the title issues as set forth in Purchaser's Notice have been cured, will
be cured before Closing, or that Seller is unable to cure the defects. If Seller does not so timely
deliver the Seller's Response to Purchaser, Seller will be deemed to have elected to cure all items
set forth in the Purchaser's Notice no later than Closing. Upon the timely receipt of the Seller's
Response, Purchaser shall then have 10 days to deliver written notice to Seller (the "Purchaser's
Response that Purchaser accepts the status of title as set forth in Seller's Response, or
alternatively that Purchaser has elected to terminate the Agreement, in which case the Deposit
shall be returned to Purchaser. If Purchaser does not so timely give the Purchaser's Response to
Seller, Purchaser will be deemed to have elected to terminate this Agreement, and the Deposit
shall be returned to Purchaser. If additional exceptions to title are disclosed by supplemental
reports to the Commitment, Purchaser and Seller shall proceed to review such new title
exceptions in accordance with the provisions of this Section; provided however, that Purchaser
shall have 5 days to review and comment upon such new title exception and Seller shall have 5
days after notice from Purchaser, to give Purchaser notice of such exception's removal or other
disposition under this Section. The above not withstanding Seller is obligated to remove all
monetary Liens from title on or before Closing.
6.4 Title Exceptions. If upon Closing Seller is unable to convey the Property in the
condition set forth in Seller's Response, Purchaser shall, by written notice to Seller on or before
Closing (which notice may, notwithstanding the provisions set forth in the Agreement, be given
to Title Company on behalf of and for the benefit of Seller) either: (i) accept title in its then
condition; or (ii) terminate this Agreement, in which case the Deposit shall be returned to
Purchaser.
7.1 Escrow. Upon mutual execution of this Agreement, the parties shall execute
instructions to Title Company to consummate the purchase in accordance with the terms and
provisions hereof. They shall place with Title Company all instruments, documents and monies
necessary to complete the sale in accordance with this Agreement. The provisions hereof shall
constitute joint instructions to the Title Company; provided, however, that the parties shall
execute such additional instructions as they may agree upon or as requested by the Title
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Company not inconsistent with the provisions hereof. Closing shall occur within five (5) months
after the expiration of all contingency periods herein.
7.2 Deposit of Closing Documents. At Closing Seller shall deliver to Purchaser bills
of sale to any personal property and deliver any agreements, documents and instruments as may
be necessary to transfer, convey and assign to Purchaser all property rights and assets to be
assigned to Purchaser by Seller. Title shall be conveyed by Statutory Warranty Deed (the
"Deed free of encumbrances or defects except those permitted herein or as Purchaser and Seller
s
A erwise agree.
7.3 Costs and Prorations. Seller shall pay the cost of extended coverage for the
v li of title insurance, required hereby all real property excise d payable in
•7.. ection with the sale of the Pr. cost of an is entary or transfer tax or stamps
d one -half the other Closing exp +i e Escrow fees and charges and any recording
fees (except the cost of recording c er shall pay the remaining one-
g P Y g half of the
other Closing expenses g t es and charges and the cost of recording the
Deed. All real ersonal s and sessments installments shall be
P prorated
between Sel and Purchaser as \o v The real property taxes and assessments
installm shall be prorated using th e recent tax information available. Title Company
shall e responsible for reporting the Closing to the Internal Revenue Service pursuant to Section
6045 of the Internal Revenue Code.
7.4 Foreign Investment in Real Property Act. The Foreign Investment in Real
Property Tax Act FIRPTA), IRC Section 1445, requires that every Purchaser of U.S. real
property must, unless an exemption applies, deduct and withhold from the Seller's proceeds 10%
of the gross sales price. The primary exemptions which might be applicable are: (a) Seller
provides the Purchaser with an affidavit under penalty of perjury that Seller is not a "foreign
person as defined in FIRPTA, or (b) Seller provides Purchaser with a "qualifying statement," as
defined by FIRPTA, issued by the Internal Revenue Service. Seller and Purchaser agrees to
execute and deliver, as appropriate, any instrument, affidavit and statement, and to perform any
acts reasonably necessary to carry out the provisions of FIRPTA and regulations promulgated
thereunder.
8. Remedies. In the event that Seller defaults, Purchaser shall be entitled to all remedies
available at law or in equity, including specific performance. In the event Purchaser fails to
complete the purchase of the Property, the Deposit made by Purchaser shall be forfeited to Seller
as the sole and exclusive remedy available to Seller for such failure.
PURCHASER AND SELLER HEREBY SPECIFICALLY ACKNOWLEDGE THAT
THEY HAVE READ THE PRECEDING PROVISION REGARDING LIMITATIONS OF
ITS REMEDIES AND FORFEITURE OF THE DEPOSIT AND UNDERSTAND AND
AGREE TO IT.
9. Miscellaneous.
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9.1 Notices. Any demand, request or notice which either party hereto desires or may
be required to make or deliver to the other shall be in writing and shall be deemed given when
personally delivered, or when delivered by private courier service (such as Federal Express), or
three days after being deposited in the United States Mail in registered or certified form, return
receipt requested, addressed as follows:
To Purchaser:
To Seller:
C:\DOCS \Tukwila\Moyer house.doc
McConkey Enterprises
Attn: Fredrick W. McConkey
3006 Northup Way, Suite 101
Bellevue, WA 98004
JOSEPH AND GEORGIA MOYER
14223 41 AVE. SOUTH
Tukwila, WA 98168
or to such other single address and person as either party may communicate to the
other by like written notice.
9.2 Entire Agreement. This Agreement contains the entire understanding
between the parties and supersedes any prior understandings and agreements
between them respecting the subject matter hereof. There are no other
representations, agreements, arrangements or understandings, oral or written,
between and among the parties hereto or any of them, relating to the subject
matter of this Agreement. No amendment of or supplement to this Agreement
shall be valid or effective unless made in writing and executed by the parties
hereto. Notwithstanding the foregoing, any addendum or exhibit attached hereto
and either signed or initialed by the parties is hereby incorporated herein and shall
be deemed a part hereof.
9.3 Construction. The section headings throughout this Agreement are for
convenience and reference only and the words contained in them shall not be held
to expand, modify, amplify or aid in the interpretation, construction or meaning of
this Agreement. All pronouns and any variations thereof shall be deemed to refer
to the masculine, feminine, neuter, singular or plural as the identification of the
person or persons, firm or firms, corporation or corporations may require.
"Person" shall mean an individual, firm, association, corporation, trust or any
other form of business or legal entity. The locative adverbs "herein,"
"hereunder," "hereto," "hereby," "hereinafter," etc., whenever the same appear
herein, mean and refer to this Agreement in its entirety and not to any specific
section or subsection hereof. Any reference herein to "days" means consecutive
calendar days. If the last day of any item period or any other specified date occurs
on a day when the recording office of the county in which the Property is located
is closed, such time period or date shall be extended to the next day such
recording office is open. All parties hereto have been represented by legal counsel
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in this transaction and accordingly hereby waive the general rule of construction
that an agreement shall be construed against its drafter.
9.4 Attorneys Fees. In the event of litigation between the parties hereto, declaratory
or otherwise, in connection with or arising out of this Agreement, the prevailing party shall
recover from the non prevailing party all actual costs, actual damages and actual expenses,
including attorneys' fees and charges, paralegal and clerical fees and charges and other
professional or consultants' fees and charges expended or incurred in connection therewith, as set
by the court, including for appeals, which shall be determined and fixed by the court as part of
the judgment. In addition, if either party is held by a court or arbitrator to owe to the other a sum
of money, whether as damages, indebtedness, or otherwise for breach of this Agreement, such
party shall also owe to and pay the other party interest on such sum from the time of the breach
until paid at the rate of 12% per annum.
93 Assignment. Purchaser may on or before Closing, assign all or any of its interest
in this Agreement, as it sees fit, without Seller's prior written consent to any limited liability
company, corporation, or general or Limited partnership in which Purchaser has an interest.
Except as otherwise set forth above, neither party may assign its interest in this Agreement
without the consent of the other party, which consent may not be unreasonably withheld or
delayed.
9.6 Risk of Loss. All risk of loss or damage to the Property shall be borne by the
Seller until Closing. In the event that there is loss or damage to the Property between the date
hereof and Closing, by reason of fire, vandalism, flood, earthquake, or acts of God, and the cost
to repair such damage shall exceed 10% of the purchase price of the Property, Purchaser may at
its option either proceed with this transaction if Seller agrees in writing to repair or replace
damaged property prior to Closing or declare this Agreement null and void. If damage to the
Property is less than 10% of the purchase price and Seller agrees in writing to repair or replace
and does actually repair and replace damaged property prior to Closing, this transaction shall
proceed as agreed.
9.7 Condemnation. If prior to Closing any portion of the Property is the subject of a
condemnation or an eminent domain action or threatened therewith, Purchaser may elect to either
terminate this Agreement and recover the Deposit or to consummate Closing and receive an
assignment of all condemnation proceeds.
9.8 Time is of the essence of this Agreement. Except as otherwise provided herein,
in the event that any contingency to this Agreement has not been eliminated, satisfied, or waived
in writing within the time limits and pursuant to the provisions herein, this Agreement shall be
deemed null and void, and the Deposit shall be returned to Purchaser, and the escrow shall be
canceled.
9.9 Compliance with Laws. The parties hereto agree to comply with all applicable
federal, state and local laws, regulations, codes, ordinances and administrative orders having
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jurisdiction over the parties, property or the subject matter of this Agreement including, but not
limited to, the 1964 Civil Rights Act and all amendments thereto, the Foreign Investment i Real
Property Tax Act, the Comprehensive Environmental Response Compensation and Liability Act,
and the Americans With Disabilities Act.
9.10 Applicable Law. This Agreement shall be construe and interpreted under the
laws of the state where the Property is located.
9.11 Delivery of Studies. In the event the sale does not close for whatever reason, all
studies, investigations, plans, reports or work product that would assist Seller in developing the
Property in the future will be delivered free of charge from Purchaser to Seller within 10 days
after the termination of the Agreement.
9.12 Performance. Where a day for performance falls on a Saturday, Sunday or legal
holiday, the day from completion of performance shall be extended to the next business day.
9.13 Acceptance of Agreement. Purchaser's offer is made subject to the acceptance
of Seller on or before 5.00 PM on July g 1 1998. If Seller does not accept this Agreement
within the time specified, this Agreement shall become void.
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SIGNATURE PAGE
PURCHASER: SELLER:
McCONKEY ENTERPRISES, JO
a sole proprietorship h band
By: W' t )1" 4
Fredrick W. McConkey
Fredrick W. McConkey
PURCHASER:
McCONKEY ENTERPRISES, a sole proprietorship
By: 04• Wtt-ky
Fredric W. McConkey
C.IDOCS \Tukwda\Moyer house.doc
OYER
I0111,_ Ala ,ti
eph Moyer
GEORGIA MOYER
wife
FINAL ACKNOWLEDGMENT BY PURCHASER:
A fully executed copy of this Agreement has been received by Purchaser on this J `L day of
1998, which date is the "Effective Date" of this Agreement.
Iast saved 07/22/1998 12:23 PM
By:
C. DOCS \Tukwila Moyer house.doc
EXIIBIT A
EARNEST MONEY NOTE
$5,000.00 Bellevue, Washington
July 1998
Subject to the terms and conditions of that certain Real Estate Purchase and Sale
Agreement (the "Agreement of even date herewith by and between the undersigned and Joseph
and Georgia Moyer "Seller the undersigned promises to pay to Transnation Title Insurance
Company the sum of Five Thousand and No /100 Dollars ($5,000.00) without .interest upon the
expiration of the Feasibility Period (as that term is used in the Agreement), as set forth in Section
2.1 of the Agreement. Principal shall be payable at the office of Transnation Title Insurance
Company.
McCONKEY ENTERPRISES, a sole proprietorship
Xtti/t 217
Fr Conkey
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C. ,DOCS1Tukwdallover house.doc
EXHIBIT "C"
LEGAL DESCRIPTION
LOT 5 CHERRY LANE ADD
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McCONKEY DEVELOPMENT COMPANY
Acquisitions Development Property Management
Mr. and Mrs. Moyer
14223 41 Ave S
Tukwila, WA 98168
RE: House Purchase Contract Extension,
Transnation Escrow No. 867906
Dear Mr. and Mrs. Moyer:
Thank you for your cooperation with the purchase contract. The initial feasibility period
expires on November 30, 1998. This letter is to serve notice that I am exercising the first
thirty (30) day feasibility extension period, with a $1,500 non refundable deposit to the
escrow account.
For your planning purposes, I will likely exercise the other two thirty (30) day extension
options for the months of January and February, and close on the property as anticipated
on July 31, 1999.
Best wishes through the Holidays.
FWM:mlb
cc: Tim O'Kane
Bob Mackin/
Alex Galloway
3006 Northup Way, Suite 101
Bellevue, WA 98004
Fredrick W. McConkey
PRESIDENT MANAGING
GENERAL PARTNER
November 18, 1998
Sincerely,
2 31.4 0 PIVIigv
Fred McConkey
PHONE (425) 889.1180
FAX (425) 822.9393
Mr. and Mrs. Moyer
14223 41 Ave S
Tukwila, WA 98168
FWM:mlb
cc: Tim O'Kane
Bob Mackin 3
Alex Galloway
3006 Northup Way, Suite 101
Bellevue, WA 98004
JVIcCONKEY DEVELOPMENT COMPANY
Acquisitions Development Property Management
RE: House Purchase Contract Extension,
Transnation Escrow No. 867906
Dear Mr. and Mrs. Moyer:
This letter is to serve notice that I am exercising the second thirty (30) day feasibility
extension period, with another $1,500 non refundable deposit to the escrow account.
Fredrick W. McConkey
PRESIDENT MANAGING
GENERAL PARTNER
December 14, 1998
Sincerely,
r:Isd tre6r(
Fred McConkey
PHONE (425) 889 -1180
FAX (425) 822.9393
Mr. and Mrs. Moyer
14223 41" Ave S
Tukwila, WA 98168
RE: House Purchase Contract,
Transnation Escrow No. 867906
Dear Mr. and Mrs. Moyer:
Thank you for your cooperation on this transaction.
FWM:mlb
cc: Tim O'Kane
Bob Mackin
Alex Galloway
3006 Northup Way, Suite 101
Bellevue, WA 98004
Fredrick W. McConkey
PRESIDENT MANAGING
GENERAL PARTNER
9VIcCONKEY DEVELOPMENT COMPANY
Acquisitions Development Property Management
February 25, 1999
This letter is to serve notice that I have fmalized my due diligence and am satisfied with
all conditions, and am hereby waiving my contingencies. I plan to close on the property
in five (5) months, on July 31, 1999.
Sincerely,
Fred McConkey
PHONE (425) 889.1180
FAX (425) 822.9393
REAL ESTATE PURCHASE AND SALE AGREEMENT
This REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Agreement made as of
the Effective Date (defined below), is by and between Richard and Vickie Swafford, husband and
wife as "Seller"), and McCONKEY ENTERPRISES AND /OR ASSIGNS, a sole proprietorship
"Purchaser").
For and in consideration of the mutual covenants herein contained, the parties hereto do hereby
agree as follows:
1. Property. Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller
the real property located at 14240 41 Avenue South in the City of Tukwila, King County,
Washington described on Exhibit "C" attached and appurtenances thereto (the "Property") all on
the terms, covenants and conditions set forth herein.
2. Purchase Price and Payment.
LEGAL DESCRIPTION ATTACHED
2.1 Earnest Money deposit. As consideration for Seller's execution and delivery of
this Agreement, Purchaser shall, on or before 10 days after the Effective Date of this Agreement
deposit with Title company (defined in Section 6.1), a promissory note (the "Earnest Money
Note in form and content of Exhibit A attached hereto in the amount of $5,000. Provided that
all of the conditions set forth in Section 3.1 have been satisfied or waived by Purchaser, on or
before expiration of the Feasibility Period (defined in Section 3.1) Purchaser shall pay to Escrow
Holder the principal of the Earnest Money Note, such principal becoming non refundable to
Purchaser except as otherwise set forth in this Agreement. Hereafter, the term "Deposit" shall be
used to refer, when appropriate, to the earnest Money Note and, when paid, to the principal
thereof.
2.2 Interest. Purchaser shall be entitled to direct Title Company to place the Deposit
in an interest bearing amount of Purchaser's selection, at Purchaser's risk, and any interest earned
thereon shall be added to and deemed a part of the Deposit.
2.3 Purchase Price. The total purchase price "Purchase Price is Two hundred
seventy -five thousand dollars, $275,000.00, payable in cash at closing.
2.4 Payment. The Purchase Price, less the Deposit shall be payable pursuant to
Section 2.3.
3. Conditions. The obligations of Purchaser under this Agreement and consummation of
Closing are, at Purchaser's option, subject to the complete satisfaction or waiver of each and all
of the following conditions:
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3.1 Inspection/Feasibility. Purchaser shall have until 5:00 p.m. March 31, 1999 to
investigate the Property, its value, financing, zoning, environmental and building matters, its
condition including, but not limited to, the presence of asbestos, hazardous materials and
underground storage tanks and its suitability for Purchaser's intended use (the "Feasibility
Period Purchaser may extend the March 31, 1999 Inspection/Feasibility deadline by eight (8)
consecutive periods of thirty (30) days by providing Seller with written notice of such extension
prior to expiration of the then period and payment of $1,500.00 for each such extension, which
payment(s) shall be nonrefundable and be considered part of the Deposit.
3.2 Effect of No Notice. If Purchaser fails to notify Seller in writing that all of the
conditions set forth in this Section 3 have been satisfied or waived within the applicable time
period or periods set forth herein this Agreement shall terminate, the Deposit (except for any
extension payments made pursuant to Section 3.1 above) shall be returned to Purchaser and
neither party shall have any further rights or obligations whatsoever arising out of or in
connection with this Agreement except as otherwise specifically set forth herein. In such a case,
Purchaser shall return all materials related to this transaction to Seller or its agent.
3.3 Termination by Purchaser. If Purchaser terminates this transaction during the
applicable time period or periods set forth herein, then the Deposit (except for any extension
payments made pursuant to Section 3.1 above) shall be returned to Purchaser and neither party
shall have any further rights or obligations whatsoever arising out of or in connection with this
Agreement except as otherwise specifically set forth herein. In such a case, Purchaser shall
return all materials related to this transaction to Seller or its agent.
3.4 Cost of Studies. Except as otherwise provided herein, Purchaser will pay for its
due diligence studies and reports in addition to its normal closing costs and will hold Seller
harmless from any fees incurred by Purchaser
4. Representations and Warranties.
4.1 Seller's Representations and Warranties.
4.1.1 Not Used.
4.1.2 Delivery of Information. Seller will deliver to Purchaser within 10 days
following the Effective Date all documents in Seller's possession, including full and complete
copies of (1) any proposed building plans and specifications for the Property, including civil
plans, underground utilities, mechanical, electrical, and plumbing plans; (2) any environmental
reports, soil reports and compaction studies, inspections, surveys and other related studies in
Seller's possession; and (3) full and complete description and inventory of any personal property.
4.1.3 Other Agreements. There are no other contracts or agreements in force
or effect for sale of all or any portion of the Property which would survive Closing and Seller
shall not, without the prior written consent of Purchaser, enter into any such contracts or
agreements between the date hereof and the earlier of Closing or termination of this Agreement.
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4.1.4 Litigation. Seller is unaware of any action, suit, investigation or
proceeding (administrative or otherwise) pending or threatened against or affecting the Property
or any portion of it, the transactions contemplated hereby, or which might affect the right of
Purchaser to own, operate, develop or possess the Property or which might have a material effect
on the business of the Property or result in any liability of Purchaser with respect thereto.
4.1.5 Condemnation. Seller has no knowledge of any pending or threatened
governmental proceeding or any other fact or condition which would limit or result in the
termination of any current access to the Property or in the reduction of the size of the Property.
4.1.6 Compliance with Laws. To the best of its knowledge, Seller has kept and
maintained the Property in compliance with and has not caused or permitted the Property, or any
improvements located thereon to be in violation of any environmental law, building law or
zoning regulation, and Seller is unaware of any material defect in the premises or improvements
thereon.
4.1.7 Utilities. All utilities required for the operation of the Property enter
through adjoining public streets, or if they pass through an adjoining private land, do so in
accordance with valid public easements or private easements which will insure to the benefit of
Purchaser. All of said public utilities are installed and charges have been paid in full, and the
right to the return of any deposit or contribution in connection therewith shall inure to Seller. All
said public utilities are available to be installed.
4.1.8 Hazardous Materials. Seller represents and warrants to Purchaser that, to
the best of Seller's knowledge, and except as otherwise as set forth in paragraph 4.1.9, below, or
disclosed by Seller to Purchaser in writing within 10 days of the Effective Date, (1) neither the
Property nor any real estate in the vicinity of the Property is in violation of any federal, state,
local or administrative agency ordinance, law, rule, regulation, order or requirement relating to
environmental conditions or Hazardous Material ("Environmental Laws (2) neither Seller nor
any third party has used, manufactured, generated, treated, stored, disposed of, or released any
Hazardous Material on, under or about the Property or real estate in the vicinity of the Property
or transported any Hazardous Material over the Property; (3) the Property does not consist of any
building materials that contain Hazardous Material. For the purposes hereof, "Hazardous
Materials" shall mean any substance, chemical, waste or other material which is listed, defined or
otherwise identified as "hazardous" or "toxic" under any federal, state, local or administrative
agency ordinance or law, as well as any formaldehyde, urea, polychlorinated biphenyls,
petroleum, petroleum product or by- product, crude oil, natural gas, synthetic gas, radon, lead and
asbestos. If Seller and/or Purchaser discovers or determines the existence of any hazardous
materials or other condition that exists, including the presence of asbestos, as of and/or prior to
Closing, the result of which may require remedial action pursuant to any Federal, state or local
law, the party shall promptly notify the other of such hazardous materials or environmental
condition and Seller shall take any and all appropriate action in response thereto at its cost,
provided that Seller's expense shall be limited to $1,000. If such remediation exceeds $1,000,
Purchaser may elect to pay such amount exceeding $1,000 or terminate this Agreement, in which
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case the Deposit shall be returned to Purchaser, provided that if Purchaser elects to terminate
pursuant to this Section 4.1.8, Seller may elect to pay the costs in excess of $1,000, in which case
this Agreement shall continue in full force and effect.
4.1.9 Not Used.
4.1.10 Flood zone. To the best of Seller's knowledge, the Property is not located
within a flood zone.
4.1.11 Not Used
4.1.13 Change in Circumstances. Upon notification of any fact that would
change any of the representations or warranties contained herein, Purchaser shall have the option
of (a) waiving the breach of warranty that would be caused by such change, (b) agreeing with
seller to adjust the terms hereof to compensate Purchaser for such change, or (c) terminating the
Agreement. If such fact is different because of a misrepresentation of Seller, then the options
stated in the previous sentence shall be in addition to any other remedy available to Purchaser at
law or in equity. As used in the Agreement, Seller's knowledge includes the knowledge of any
agent, officer, member, manager or general partner of Seller and of any agent thereof.
4.2 SurvivaL The representations and undertakings set forth in the Agreement shall
survive closing and shall not merge into the deed given by Seller to Purchaser.
5. Possession and Prior Entry. Possession of the Property shall be delivered to Purchaser
at Closing. Between the Effective Date and Closing or the earlier expiration or termination of
this Agreement, Purchaser, its agents and employees shall have the right to go upon the Property
for the purpose of inspecting and making any tests or studies Purchaser deems appropriate.
Purchaser agrees to indemnify, defend and hold Seller harmless from and against any and all
liens, claims, loss or liability arising out of Purchaser's entry on to the Property prior to Closing
pursuant to this Section 5.
6. Title and Survey.
6.2 Condition of Title. Closing shall be conditioned upon Title Company issuing or
committing to issue to Purchaser, at Seller's expense, an extended coverage ALTA Owner's
Policy of title insurance in the amount of the Purchase Price insuring fee title in the Property
vested in Purchaser free and clear of all matters except the Permitted Exceptions (defined in
Section 6.3), the lien of current real property taxes and installments of assessments not yet due
and payable.
4.1.12 Delivery. Not Used.
6.1 Title Company. "Title Company" shall mean Transnation Title Insurance
Company.
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6.3 Title Commitment and Survey. Seller shall deliver to Purchaser a preliminary
title commitment for an extended form owner's policy of title insurance covering the Property,
together with legible copies of all documents of record relating to the Property (the
"Commitment and a current ALTA survey of the Property (the "Survey") within ten (10) days
of execution hereof. Purchaser shall, within 10 days of receipt of the Survey and Commitment,
deliver written notice to Seller (the "Purchaser's Notice of any exceptions to clear title which
are disapproved by Purchaser, any exceptions not so objected to being hereinafter referred to as
"Permitted Exceptions." If Purchaser does not so timely deliver the Purchaser's Notice to Seller,
Purchaser will be deemed to have accepted all items of record. Upon the timely receipt of
Purchaser's Notice, Seller shall then have 10 days to deliver written notice to Purchaser (the
"Seller's Response that the title issues as set forth in Purchaser's Notice have been cured, will
be cured before Closing, or that Seller is unable to cure the defects. If Seller does not so timely
deliver the Seller's Response to Purchaser, Seller will be deemed to have elected to cure all items
set forth in the Purchaser's Notice no later than Closing. Upon the timely receipt of the Seller's
Response, Purchaser shall then have 10 days to deliver written notice to Seller (the "Purchaser's
Response that Purchaser accepts the status of title as set forth in Seller's Response, or
alternatively that Purchaser has elected to terminate the Agreement, in which case the Deposit
shall be returned to Purchaser. If Purchaser does not so timely give the Purchaser's Response to
Seller, Purchaser will be deemed to have elected to terminate this Agreement, and the Deposit
shall be returned to Purchaser. If additional exceptions to title are disclosed by supplemental
reports to the Commitment, Purchaser and Seller shall proceed to review such new title
exceptions in accordance with the provisions of this Section; provided however, that Purchaser
shall have 5 days to review and comment upon such new title exception and Seller shall have 5
days after notice from Purchaser, to give Purchaser notice of such exception's removal or other
disposition under this Section. The above not withstanding Seller is obligated to remove all
monetary liens from title on or before Closing.
6.4 Title Exceptions. If upon Closing Seller is unable to convey the Property in the
condition set forth in Seller's Response, Purchaser shall, by written notice to Seller on or before
Closing (which notice may, notwithstanding the provisions set forth in the Agreement, be given
to Title Company on behalf of and for the benefit of Seller) either: (i) accept title in its then
condition; or (ii) terminate this Agreement, in which case the Deposit shall be returned to
Purchaser.
7. Closing.
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7.1 Escrow. Upon mutual execution of this Agreement, the parties shall execute
instructions to Title Company to consummate the purchase in accordance with the terms and
provisions hereof. They shall place with Title Company all instruments, documents and monies
necessary to complete the sale in accordance with this Agreement. The provisions hereof shall
constitute joint instructions to the Title Company; provided, however, that the parties shall
execute such additional instructions as they may agree upon or as requested by the Title
Company not inconsistent with the provisions hereof. Closing shall on or before December 31,
1999. Purchaser shall send written notice to Seller of intent to close sixty (60) days prior to
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closing. Seller shall have sixty (60) days after closing to move the house from the property. All
costs and liability to move the house shall be a Seller's expense.
7.2 Deposit of Closing Documents. At Closing Seller shall deliver to Purchaser bills
of sale to any personal property and deliver any agreements, documents and instruments as may
be necessary to transfer, convey and assign to Purchaser all property rights and assets to be
assigned to Purchaser by Seller. Title shall be conveyed by Statutory Warranty Deed (the
"Deed free of encumbrances or defects except those permitted herein or as Purchaser and Seller
shall otherwise agree.
7.3 Costs and Prorations. Seller shall pay the cost of extended coverage for the
policy of title insurance, required hereby, all real property excise taxes due and payable in
connection with the sale of the Property, the cost of any documentary or transfer tax or stamps
and one -half the other Closing expenses including the Escrow fees and charges and any recording
fees (except the cost of recording the Deed). Purchaser shall pay the remaining one -half of the
other Closing expenses including the Escrow fees and charges and the cost of recording the
Deed. All real and personal property taxes and assessments installments shall be prorated
between Seller and Purchaser as of Closing. The real property taxes and assessments
installments shall be prorated using, the most recent tax information available. Title Company
shall be responsible for reporting the Closing to the Internal Revenue Service pursuant to Section
6045 of the Internal Revenue Code.
7.4 Foreign Investment in Real Property Act. The Foreign Investment in Real
Property Tax Act (FIRPTA), IRC Section 1445, requires that every Purchaser of U.S. real
property must, unless an exemption applies, deduct and withhold from the Seller's proceeds 10%
of the gross sales price. The primary exemptions which might be applicable are: (a) Seller
provides the Purchaser with an affidavit under penalty of perjury that Seller is not a "foreign
person as defined in FIRPTA, or (b) Seller provides Purchaser with a "qualifying statement," as
defined by FIRPTA, issued by the Internal Revenue Service. Seller and Purchaser agrees to
execute and deliver, as appropriate, any instrument, affidavit and statement, and to perform any
acts reasonably necessary to carry out the provisions of FIRPTA and regulations promulgated
thereunder.
8. Remedies. In the event that Seller defaults, Purchaser shall be entitled to all remedies
available at law or in equity, including specific performance. In the event Purchaser fails to
complete the purchase of the Property, the Deposit made by Purchaser shall be forfeited to Seller
as the sole and exclusive remedy available to Seller for such failure.
PURCHASER AND SELLER HEREBY SPECIFICALLY ACKNOWLEDGE THAT
THEY HAVE READ THE PRECEEDING PROVISION REGARDING LIMITATIONS
OF ITS REMEDIES AND FORFEITURE OF THE DEPOSIT AND UNDERSTAND AND
AGREE TO IT.
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9. Miscellaneous.
9.1 Notices. Any demand, request or notice which either party hereto desires or may
be required to make or deliver to the other shall be in writing and shall be deemed given when
personally delivered, or when delivered by private courier service (such as Federal Express), or
three days after being deposited in the United States Mail in registered or certified form, return
receipt requested, addressed as follows:
To Purchaser:
To Seller:
ft Does c. \Tukwila Swaff rd Haw.doe
McConkey Enterprises
Attn: Fredrick W. McConkey
3006 Northup Way, Suite 101
Bellevue, WA 98004
RICHARD AND VICKIE SWAFFORD
14240 41 AVE. SOUTH
Tukwila, WA 98168
or to such other single address and person as either party may communicate to the
other by like written notice.
9.2 Entire Agreement This Agreement contains the entire understanding
between the parties and supersedes any prior understandings and agreements
between them respecting the subject matter hereof. There are no other
representations, agreements, arrangements or understandings, oral or written,
between and among the parties hereto or any of them, .relating to the subject
matter of this Agreement. No amendment of or supplement to this Agreement
shall be valid or effective unless made in writing and executed by the parties
hereto. Notwithstanding the foregoing, any addendum or exhibit attached hereto
and either signed or initialed by the parties is hereby incorporated herein and shall
be deemed a part hereof.
93 Construction. The section headings throughout this Agreement are for
convenience and reference only and the words contained in them shall not be held
to expand, modify, amplify or aid in the interpretation, construction or meaning of
this Agreement. All pronouns and any variations thereof shall be deemed to refer
to the masculine, feminine, neuter, singular or plural as the identification of the
person or persons, firm or firms, corporation or corporations may require.
"Person" shall mean an individual, firm, association, corporation, trust or any
other form of business or legal entity. The locative adverbs "herein,"
"hereunder," "hereto," "hereby," "hereinafter," etc., whenever the same appear
herein, mean and refer to this Agreement in its entirety and not to any specific
section or subsection hereof. Any reference herein to "days" means consecutive
calendar days. If the last day of any item period or any other specified date occurs
on a day when the recording office of the county in which the Property is located
is closed, such time period or date shall be extended to the next day such
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recording office is open. All parties hereto have been represented by legal counsel
in this transaction and accordingly hereby waive the general rule of construction
that an agreement shall be construed against its drafter.
9.4 Attorneys Fees. In the event of litigation between the parties hereto, declaratory
or otherwise, in connection with or arising out of this Agreement, the prevailing party shall
recover from the non prevailing party all actual costs, actual damages and actual expenses,
including attorneys' fees and charges, paralegal and clerical fees and charges and other
professional or consultants' fees and charges expended or incurred in connection therewith, as set
by the court, including for appeals, which shall be determined and fixed by the court as part of
the judgment. In addition, if either party is held by a court or arbitrator to owe to the other a sum
of money, whether as damages, indebtedness, or otherwise for breach of this Agreement, such
party shall also owe to and pay the other party interest on such sum from the time of the breach
until paid at the rate of 12% per annum.
9.5 Assignment. Purchaser may on or before Closing, assign all or any of its interest
in this Agreement, as it sees fit, without Seller's prior written consent to any limited liability
company, corporation, or general or limited partnership in which Purchaser has an interest.
Except as otherwise set forth above, neither party may assign its interest in this Agreement
without the consent of the other party, which consent may not be unreasonably withheld or
delayed.
9.6 Risk of Loss. All risk of loss or damage to the Property shall be borne by the
Seller until Closing. In the event that there is loss or damage to the Property between the date
hereof and Closing, by reason of fire, vandalism, flood, earthquake, or acts of God, and the cost
to repair such damage shall exceed 10% of the purchase price of the Property, Purchaser may at
its option either proceed with this transaction if Seller agrees in writing to repair or replace
damaged property prior to Closing or declare this Agreement null and void. If damage to the
Property is less than 10% of the purchase price and Seller agrees in writing to repair or replace
and does actually repair and replace damaged property prior to Closing, this transaction shall
proceed as agreed.
9.7 Condemnation. If prior to Closing any portion of the Property is the subject of a
condemnation or an eminent domain action or threatened therewith, Purchaser may elect to either
terminate this Agreement and recover the Deposit or to consummate Closing and receive an
assignment of all condemnation proceeds.
9.8 Time is of the essence of this Agreement. Except as otherwise provided herein,
in the event that any contingency to this Agreement has not been eliminated, satisfied, or waived
in writing within the time limits and pursuant to the provisions herein, this Agreement shall be
deemed null and void, and the Deposit shall be returned to Purchaser, and the escrow shall be
canceled.
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9.9 Compliance with Laws. The parties hereto agree to comply with all applicable
federal, state and local laws, regulations, codes, ordinances and administrative orders having
jurisdiction over the parties, property or the subject matter of this Agreement including, but not
limited to, the 1964 Civil Rights Act and all amendments thereto, the Foreign Investment i Real
Property Tax Act, the Comprehensive Environmental Response Compensation and Liability Act,
and the Americans With Disabilities Act
9.10 Applicable Law. This Agreement shall be construe and interpreted under the
laws of the state where the Property is located.
9.11 Delivery of Studies. In the event the sale does not close for whatever reason, all
studies, investigations, plans, reports or work product that would assist Seller in developing the
Property in the future will be delivered free of charge from Purchaser to Seller within 10 days
after the termination of the Agreement.
9.12 Performance. Where a day for performance falls on a Saturday, Sunday or legal
holiday, the day from completion of performance shall be extended to the next business day.
9.13 Acceptance of Agreement. Purchaser's offer is made subject to the acceptance
of Seller on or before 5.00 PM on January 31, 1999. If Seller does not accept this Agreement
within the time specified, this Agreement shall become void.
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PURCHASER: SELLER:
McCONKEY ENTERPRISES, Richard and Vickie Swafford
a sole proprietorship
Fredrick W. McConkey
PURCHASER:
By:
Fredrihk W. McConkey
HADOC AMD rukenlallwaebtd Houaa.doa
SIGNATURE PAGE
FINAL ACKNOWLEDGMENT BY PURCHASER:
A fully executed copy of this Agreement has been received by Purchaser on this 2 9 day of
1999, which date is the "Effective Date" of this Agreement.
McCONKEY ENTERPRISES, a sole proprietorship
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Richard S wafford
Z ZLit-a
Vickie Swafford
last pared 01/04/1999 3:53 PM
EXHIBIT A
EARNEST MONEY NOTE
$5,000.00 Bellevue, Washington
January 1999
Subject to the terms and conditions of that certain Real Estate Purchase and Sale
Agreement (the "Agreement") of even date herewith by and between the undersigned and
Richard and Vicki Swafford "Seller"), the undersigned promises to pay to Transnation Title
Insurance Company the sum of Five Thousand and No /100 Dollars ($5,000.00) without interest
upon the expiration of the Feasibility Period (as that term is used in the Agreement), as set forth
in Section 2.1 of the Agreement. Principal shall be payable at the office of Transnation Title
Insurance Company.
McCONKEY ENTERPRISES, a sole proprietorship
AR NWN ADATAIDOCSMDC WakwdatwaRad Howa.doe
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LOT 7 CHERRY LANE ADDITION, LESS THE SOUTH 84 FEET, AND LESS THE NORTH
22FEET
UMNWNTZDATATIOCSMDCMdrsvIUSwafford How.doo
SIT "C"
LEGAL DISCRIPTION
14240 41 Ave South
Tukwila, WA
Tax parcel No. 155420-0035
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Dear Richard and Vickie:
FWM:wg
Enclosure
cc: Bob Mackin
Alex Galloway
3006 Northup Way, Suite 101
Bellevue, WA 98004
McCONKEY DEVELOPMENT COMPANY
Acquisitions Development Property Management
Mr. and Mrs. Richard Swafford
c/o Alex Galloway
Transamerica Title Insurance Co.
1200 Sixth Avenue
Seattle, WA 98101
May 6, 1999
Re: House Purchase Contract Extention; Transnation Escrow No. 868278
With this letter, I am sending the extension payments for April and May 1999, totaling
$3,000. This was an oversight on my part, and thank you for calling it to my attention.
The project is still moving forward, and I have every intention of purchasing your home
per the contract we negotiated and signed.
I have also enclosed a brochure on a firm that may be able to give you a bid for moving
and remodeling your house. In the future, you will receive monthly extension payments
of $1,500 per month until I remove all contingencies, prior to closing on December 31,
1999.
Thank you for your cooperation. I look forward to working with you.
Sincerely,
Fredrick W. McConkey
Fredrick W. McConkey
PRESIDENT MANAGING
GENERAL PARTNER
PHONE (425) 889-1180
FAX (425) 822 -9393
JvIcCONI DEVELOPMENT COMPANY
Acquisitions Development Property Management
Mr. and Mrs. Richard Swafford
c/o Alex Galloway
Transamerica Title Insurance Co.
1200 Sixth Avenue
Seattle, WA 98101
Dear Richard and Vickie:
Thank you for your cooperation on this transaction.
FWM:wg
Enclosure
cc: Bob Mackin
Alex Galloway
3006 Northup Way, Suite 101
Bellevue, WA 98004
Fredrick W. McConkey
PRESIDENT MANAGING
GENERAL PARTNER
June 1, 1999
Re: House Purchase Contract Extension; Transnation Escrow No. 868278
Please find enclosed the June, 1999, extension payment of $1,500 to be deposited to
escrow.
Sincerely,
$4' Y
Fredrick W. McConkey
PHONE (425) 889.1180
FAX (425) 822.9393
REAL ESTATE PURCHASE AND SALE AGREEMENT
This REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Agreement made as of
the Effective Date (defined below), is by and between MARVIN E. MARTIN "Seller"), and
McCONKEY ENTERPRISES AND /OR ASSIGNS, a sole proprietorship "Purchaser").
For and in consideration of the mutual covenants herein contained, the parties hereto do hereby
agree as follows:
1. Property. Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller
the real property located at 14238 41 Avenue South in the City of Tukwila, King County,
Washington described on Exhibit "C" attached and appurtenances thereto (the "Property") all on
the terms, covenants and conditions set forth herein.
2. Purchase Price and Payment.
LEGAL DESCRIPTION ATTACHED
2.1 Earnest Money deposit. As consideration for Seller's execution and delivery of
this Agreement, Purchaser shall, on or before 10 days after the Effective Date of this Agreement
deposit with Title company (defined in Section 6.1), a promissory note (the "Earnest Money
Note in form and content of Exhibit A attached hereto in the amount of $5,000. Provided that
all of the conditions set forth in Section 3.1 have been satisfied or waived by Purchaser, on or
before expiration of the Feasibility Period (defined in Section 3.1) Purchaser shall pay to Escrow
Holder the principal of the Earnest Money Note, such principal becoming non refundable to
Purchaser except as otherwise set forth in this Agreement. Hereafter, the term "Deposit" shall be
used to refer, when appropriate, to the earnest Money Note and, when paid, to the principal
thereof.
2.2 Interest. Purchaser shall be entitled to direct Title Company to place the Deposit
in an interest bearing amount of Purchaser's selection, at Purchaser's risk, and any interest earned
thereon shall be added to and deemed a part of the Deposit.
2.3 Purchase Price. The total purchase price "Purchase Price is $175,000.00,
payable in cash at closing.
2.4 Payment. The Purchase Price, less the Deposit shall be payable pursuant to
Section 2.3.
3. Conditions. The obligations of Purchaser under this Agreement and consummation of
Closing are, at Purchaser's option, subject to the complete satisfaction or waiver of each and all
of the following conditions:
3.1 Inspection/Feasibility. Purchaser shall have until 5:00 p.m. November 30, 1998
to investigate the Property, its value, financing, zoning, environmental and building matters, its
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condition including, but not limited to, the presence of asbestos, hazardous materials and
underground storage tanks and its suitability for Purchaser's intended use (the "Feasibility
Period Purchaser may extend the November 30, 1998 Inspection/Feasibility deadline by three
(3) consecutive periods of thirty (30) days by providing Seller with written notice of such
extension prior to expiration of the then period and payment of $1,500.00 for each such
extension, which payment(s) shall be nonrefundable and be considered part of the Deposit.
3.2 Effect of No Notice. If Purchaser fails to notify Seller in writing that all of the
conditions set forth in this Section 3 have been satisfied or waived within the applicable time
period or periods set forth herein this Agreement shall terminate, the Deposit (except for any
extension payments made pursuant to Section 3.1 above) shall be returned to Purchaser and
neither party shall have any further rights or obligations whatsoever arising out of or in
connection with this Agreement except as otherwise specifically set forth herein. In such a case,
Purchaser shall return all materials related to this transaction to Seller or its agent.
3.3 Termination by Purchaser. If Purchaser terminates this transaction during the
applicable time period or periods set forth herein, then the Deposit (except for any extension
payments made pursuant to Section 3.1 above) shall be returned to Purchaser and neither party
shall have any further rights or obligations whatsoever arising out of or in connection with this
Agreement except as otherwise specifically set forth herein. In such a case, Purchaser shall
return all materials related to this transaction to Seller or its agent.
3.4 Cost of Studies. Except as otherwise provided herein, Purchaser will pay for its
due diligence studies and reports in addition to its normal closing costs and will hold Seller
harmless from any fees incurred by Purchaser.
4. Representations and Warranties.
4.1 Seller's Representations and Warranties.
4.1.1 Not Used.
4.1.2 Delivery of InformatiGn. Seller will deliver to Purchaser within 10 days
following the Effective Date all documents in Seller's possession, including full and complete
copies of (1) any proposed building plans and specifications for the Property, including civil
plans, underground utilities, mechanical, electrical, and plumbing plans; (2) any environmental
reports, soil reports and compaction studies, inspections, surveys and other related studies in
Seller's possession; and (3) full and complete description and inventory of any personal property.
4.1.3 Other Agreements. There are no other contracts or agreements in force
or effect for sale of all or any portion of the Property which would survive Closing and Seller
shall not, without the prior written consent of Purchaser, enter into any such contracts or
agreements between the date hereof and the earlier of Closing or termination of this Agreement.
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4.1.4 Litigation. Seller is unaware of any action, suit, investigation or
proceeding (administrative or otherwise) pending or threatened against or affecting the Property
or any portion of it, the transactions contemplated hereby, or which might affect the right of
Purchaser to own, operate, develop or possess the Property or which might have a material effect
on the business of the Property or result in any liability of Purchaser with respect thereto.
4.1.5 Condemnation. Seller has no knowledge of any pending or threatened
governmental proceeding or any other fact or condition which would limit or result in the
termination of any current access to the Property or in the reduction of the size of the Property.
4.1.6 Compliance with Laws. To the best of its knowledge, Seller has kept and
maintained the Property in compliance with and has not caused or permitted the Property, or any
improvements located thereon to be in violation of any environmental law, building law or
zoning regulation, and Seller is unaware of any material defect in the premises or improvements
thereon.
4.1.7 Utilities. All utilities required for the operation of the Property enter
through adjoining public streets, or if they pass through an adjoining private land, do so in
accordance with valid public easements or private easements which will inure to the benefit of
Purchaser. All of said public utilities are installed and charges have been paid in full, and the
right to the return of any deposit or contribution in connection therewith shall inure to Seller. All
said public utilities are available to be installed.
4.1.8 Hazardous Materials. Seller represents and warrants to Purchaser that, to
the best of Seller's knowledge, and except as otherwise as set forth in paragraph 4.1.9, below, or
disclosed by Seller to Purchaser in writing within 10 days of the Effective Date, (1) neither the
Property nor any real estate in the vicinity of the Property is in violation of any federal, state,
local or administrative agency ordinance, law, rule, regulation, order or requirement relating to
environmental conditions or Hazardous Material "Environmental Laws (2) neither Seller nor
any third party has used, manufactured, generated, treated, stored, disposed of, or released any
Hazardous Material on, under or about the Property 'or real estate in the vicinity of the Property
or transported any Hazardous Material over the Property; (3) the Property does not consist of any
building materials that contain Hazardous Material. For the purposes hereof, "Hazardous
Materials" shall mean any substance, chemical, waste or other material which is listed, defined or
otherwise identified as "hazardous" or "toxic" under any federal, state, local or administrative
agency ordinance or law, as well as any formaldehyde, urea, polychlorinated biphenyls,
petroleum, petroleum product or by- product, crude oil, natural gas, synthetic gas, radon, lead and
asbestos. If Seller and/or Purchaser discovers or determines the existence of any hazardous
materials or other condition that exists, including the presence of asbestos, as of and/or prior to
Closing, the result of which may require remedial action pursuant to any Federal, state or local
law, the party shall promptly notify the other of such hazardous materials or environmental
condition and Seller shall take any and all appropriate action in response thereto at its cost,
provided that Seller's expense shall be limited to $1,000. If such remediation exceeds $1,000,
Purchaser may elect to pay such amount exceeding $1,000 or terminate this Agreement, in which
case the Deposit shall be returned to Purchaser, provided that if Purchaser elects to terminate
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4.1.9 Not Used.
4.1.11 Not Used
4.1.12 Delivery. Not Used.
pursuant to this Section 4.1.8, Seller may elect to pay the costs in excess of $1,000, in which case
this Agreement shall continue in full force and effect.
4.1.10 Flood zone. To the best of Seller's knowledge, the Property is not located
within a flood zone.
4.1.13 Change in Circumstances. Upon notification of any fact that would
change any of the representations or warranties contained herein, Purchaser shall have the option
of (a) waiving the breach of warranty that would be caused by such change, (b) agreeing with
seller to adjust the terms hereof to compensate Purchaser for such change, or (c) terminating
Agreement. If such fact is different because of a misrepresentation of Seller, then the options
stated in the previous sentence shall be in addition to any other remedy available to Purchaser at
law or in equity. As used in the Agreement, Seller's knowledge includes the knowledge of any
agent, officer, member, manager or general partner of Seller and of any agent thereof.
4.2 Survival. The representations and undertakings set forth in the Agreement shall
survive closing and shall not merge into the deed given by Seller to Purchaser.
5. Possession and Prior Entry. Possession of the Property shall be delivered to Purchaser
at Closing. Between the Effective Date and Closing or the earlier expiration or termination of
this Agreement, Purchaser, its agents and employees shall have the right to go upon the Property
for the purpose of inspecting and making any tests or studies Purchaser deems appropriate.
Purchaser agrees to indemnify, defend and hold Seller harmless from and against any and all
liens, claims, loss or liability arising out of Purchaser's entry on to the Property prior to Closing
pursuant to this Section 5.
6. Title and Survey.
6.1 Title Company. "Title Company" shall mean Transnation Title Insurance
Company.
6.2 Condition of Title. Closing shall be conditioned upon Title Company issuing or
committing to issue to Purchaser, at Seller's expense, an extended coverage ALTA Owner's
Policy of title insurance in the amount of the Purchase Price insuring fee title in the Property
vested in Purchaser free and clear of all matters except the Permitted Exceptions (defined in
Section 6.3), the lien of current real property taxes and installments of assessments not yet due
and payable.
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7. Closing.
AIN_GATEWAY\GIFred \ROCS \Tukwila \Marne house.doc
6.3 Title Commitment and Survey. Seller shall deliver to Purchaser a preliminary
title commitment for an extended form owner's policy of title insurance covering the Property,
together with legible copies of all documents of record relating to the Property (the
"Commitment and a current ALTA survey of the Property (the "Survey within ten (10) days
of execution hereof. Purchaser shall, within 10 days of receipt of the Survey and Commitment,
deliver written notice to Seller (the "Purchaser's Notice of any exceptions to clear title which
are disapproved by Purchaser, any exceptions not so objected to being hereinafter referred to as
"Permitted Exceptions." If Purchaser does not so timely deliver the Purchaser's Notice to Seller,
Purchaser will be deemed to have accepted all items of record. Upon the timely receipt of
Purchaser's Notice, Seller shall then have 10 days to deliver written notice to Purchaser (the
"Seller's Response that the title issues as set forth in Purchaser's Notice have been cured, will
be cured before Closing, or that Seller is unable to cure the defects. If Seller does not so timely
deliver the Seller's Response to Purchaser, Seller will be deemed to have elected to cure all items
set forth in the Purchaser's Notice no later than Closing. Upon the timely receipt of the Seller's
Response, Purchaser shall then have 10 days to deliver written notice to Seller (the "Purchaser's
Response that Purchaser accepts the status of title as set forth in Seller's Response, or
alternatively that Purchaser has elected to terminate the Agreement, in which case the Deposit
shall be returned to Purchaser. If Purchaser does not so timely give the Purchaser's Response to
Seller, Purchaser will be deemed to have elected to terminate this Agreement, and the Deposit
shall be returned to Purchaser. If additional exceptions to title are disclosed by supplemental
reports to the Commitment, Purchaser and Seller shall proceed to review such new title
exceptions in accordance with the provisions of this Section; provided however, that Purchaser
shall have 5 days to review and comment upon such new title exception and Seller shall have 5
days after notice from Purchaser, to give Purchaser notice of such exception's removal or other
disposition under this Section. The above not withstanding Seller is obligated to remove all
monetary liens from title on or before Closing.
6.4 Title Exceptions. If upon Closing Seller is unable to convey the Property in the
condition set forth in Seller's Response, Purchaser shall, by written notice to Seller on or before
Closing (which notice may, notwithstanding the provisions set forth in the Agreement, be given
to Title Company on behalf of and for the benefit of Seller) either: (i) accept title in its then
condition; or (ii) terminate this Agreement, in which case the Deposit shall be returned to
Purchaser.
7.1 Escrow. Upon mutual execution of this Agreement, the parties shall execute
instructions to Title Company to consummate the purchase in accordance with the terms and
provisions hereof. They shall place with Title Company all instruments, documents and monies
necessary to complete the sale in accordance with this Agreement. The provisions hereof shall
constitute joint instructions to the Title Company; provided, however, that the parties shall
execute such additional instructions as they may agree upon or as requested by the Title
Company not inconsistent with the provisions hereof. Closing shall occur within five (5) months
after the expiration of all contingency periods herein.
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9. Miscellaneous.
MAIN GATEWAY \C1Fred\DOCS\TukWIla\Mamn house.doc
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7.2 Deposit of Closing Documents. At Closing Seller shall deliver to Purchaser bills
of sale to any personal property and deliver any agreements, documents and instruments as may
be necessary to transfer, convey and assign to Purchaser all property rights and assets to be
assigned to Purchaser by Seller. Title shall be conveyed by Statutory Warranty Deed (the
"Deed free of encumbrances or defects except those permitted herein or as Purchaser and Seller
shall otherwise agree.
7.3 Costs and Prorations. Seller shall pay the cost of extended coverage for the
policy of title insurance, required hereby, all real property excise taxes due and payable in
connection with the sale of the Property, the cost of any documentary or transfer tax or stamps
and one -half the other Closing expenses including the Escrow fees and charges and any recording
fees (except the cost of recording the Deed). Purchaser shall pay the remaining one -half of the
other Closing expenses including the Escrow fees and charges and the cost of recording the
Deed. All real and personal property taxes and assessments installments shall be prorated
between Seller and Purchaser as of Closing. The real property taxes and assessments
installments shall be prorated using the most recent tax information available. Title Company
shall be responsible for reporting the Closing to the Internal Revenue Service pursuant to Section
6045 of the Internal Revenue Code.
7.4 Foreign Investment in Real Property Act. The Foreign Investment in Real
Property Tax Act (FIRPTA), IRC Section 1445, requires that every Purchaser of U.S. real
property must, unless an exemption applies, deduct and withhold from the Seller's proceeds 10%
of the gross sales price. The primary exemptions which might be applicable are: (a) Seller
provides the Purchaser with an affidavit under penalty of perjury that Seller is not a "foreign
person as defined in FIRPTA, or (b) Seller provides Purchaser with a "qualifying statement," as
defined by FIRPTA, issued by the Internal Revenue Service. Seller and Purchaser agrees to
execute and deliver, as appropriate, any instrument, affidavit and statement, and to perform any
acts reasonably necessary to carry out the provisions of FIRPTA and regulations promulgated
thereunder.
S. Remedies. In the event that Seller defaults, Purchaser shall be entitled to all remedies
available at law or in equity, including specific performance. In the event Purchaser fails to
complete the purchase of the Property, the Deposit made by Purchaser shall be forfeited to Seller
as the sole and exclusive remedy available to Seller for such failure.
PURCHASER AND SELLER HEREBY SPECIFICALLY ACKNOWLEDGE THAT
THEY HAVE READ THE PRECEDING PROVISION REGARDING LIMITATIONS OF
ITS REMEDIES AND FORFEITURE OF THE DEPOSIT AND UNDERSTAND AND
AGREE TO IT.
9.1 Notices. Any demand, request or notice which either party hereto desires or may
be required to make or deliver to the other shall be in writing and shall be deemed given when
personally delivered, or when delivered by private courier service (such as Federal Express), or
last saved 08/27/1998 6:15 PM
To Seller:
three days after being deposited in the United States Mail in registered or certified form, return
receipt requested, addressed as follows:
To Purchaser:
McConkey Enterprises
Attn: Fredrick W. McConkey
3006 Northup Way, Suite 101
Bellevue, WA 98004
MARVIN E. MARTIN
14238 41 AVE. SOUTH
Tukwila, WA 98168
or to such other single address and person as either party may communicate to the
other by like written notice.
9.2 Entire Agreement. This Agreement contains the entire understanding
between the parties and supersedes any prior understandings and agreements
between them respecting the subject matter hereof. There are no other
representations, agreements, arrangements or understandings, oral or written,
between and among the parties hereto or any of them, relating to the subject
matter of this Agreement. No amendment of or supplement to this Agreement
shall be valid or effective unless made in writing and executed by the parties
hereto. Notwithstanding the foregoing, any addendum or exhibit attached hereto
and either signed or initialed by the parties is hereby incorporated herein and shall
be deemed a part hereof.
9.3 Construction. The section headings throughout this Agreement are for
convenience and reference only and the words contained in them shall not be held
to expand, modify, amplify or aid in the interpretation, construction or meaning of
this Agreement. All pronouns and any variations thereof shall be deemed to refer
to the masculine, feminine, neuter, singular or plural as the identification of the
person or persons, firm or firms, corporation or corporations may require.
"Person" shall mean an individual, firm, association, corporation, trust or any
other form of business or legal entity. The locative adverbs "herein,"
"hereunder," "hereto," "hereby," "hereinafter," etc., whenever the same appear
herein, mean and refer to this Agreement in its entirety and not to any specific
section or subsection hereof. Any reference herein to "days" means consecutive
calendar days. If the last day of any item period or any other specified date occurs
on a day when the recording office of the county in which the Property is located
is closed, such time period or date shall be extended to the next day such
recording office is open. All parties hereto have been represented by legal counsel
in this transaction and accordingly hereby waive the general rule of construction
that an agreement shall be construed against its drafter.
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9.4 Attorneys Fees. In the event of litigation between the parties hereto, declaratory
or otherwise, in connection with or arising out of this Agreement, the prevailing party shall
recover from the non prevailing party all actual costs, actual damages and actual expenses,
including attorneys' fees and charges, paralegal and clerical fees and charges and other
professional or consultants' fees and charges expended or incurred in connection therewith, as set
by the court, including for appeals, which shall be determined and fixed by the court as part of
the judgment. In addition, if either party is held by a court or arbitrator to owe to the other a sum
of money, whether as damages, indebtedness, or otherwise for breach of this Agreement, such
party shall also owe to and pay the other party interest on such sum from the time of the breach
until paid at the rate of 12% per annum.
9.5 Assignment. Purchaser may on or before Closing, assign all or any of its interest
in this Agreement, as it sees fit, without Seller's prior written consent to any limited liability
company, corporation, or general or limited partnership in which Purchaser has an interest.
Except as otherwise set forth above, neither party may assign its interest in this Agreement
without the consent of the other party, which consent may not be unreasonably withheld or
delayed.
9.6 Risk of Loss. All risk of loss or damage to the Property shall be borne by the
Seller until Closing. In the event that there is loss or damage to the Property between the date
hereof and Closing, by reason of fire, vandalism, flood, earthquake, or acts of God, and the cost
to repair such damage shall exceed 10% of the purchase price of the Property, Purchaser may at
its option either proceed with this transaction if Seller agrees in writing to repair or replace
damaged property prior to Closing or declare this Agreement null and void. If damage to the
Property is less than 10% of the purchase price and Seller agrees in writing to repair or replace
and does actually repair and replace damaged property prior to Closing, this transaction shall
proceed as agreed.
9.7 Condemnation. If prior to Closing any portion of the Property is the subject of a
condemnation or an eminent domain action or threatened therewith, Purchaser may elect to either
terminate this Agreement and recover the Deposit or to consummate Closing and receive an
assignment of all condemnation proceeds.
9.8 Time is of the essence of this Agreement. Except as otherwise provided herein,
in the event that any contingency to this Agreement has not been eliminated, satisfied, or waived
in writing within the time limits and pursuant to the provisions herein, this Agreement shall be
deemed null and void, and the Deposit shall be returned to Purchaser, and the escrow shall be
canceled.
9.9 Compliance with Laws. The parties hereto agree to comply with all applicable
federal, state and local laws, regulations, codes, ordinances and administrative orders having
jurisdiction over the parties, property or the subject matter of this Agreement including, but not
limited to, the 1964 Civil Rights Act and all amendments thereto, the Foreign Investment i Real
Property Tax Act, the Comprehensive Environmental Response Compensation and Liability Act,
and the Americans With Disabilities Act.
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9.10 Applicable Law. This Agreement shall be construe and interpreted under the
laws of the state where the Property is located.
9.11 Delivery of Studies. In the event the sale does not close for whatever reason, all
studies, investigations, plans, reports or work product that would assist Seller in developing the
Property in the future will be delivered free of charge from Purchaser to Seller within 10 days
after the termination of the Agreement.
9.12 Performance. Where a day for performance falls on a Saturday, Sunday or legal
holiday, the day from completion of performance shall be extended to the next business day.
9.13 Acceptance of Agreement. Purchaser's offer is made subject to the acceptance
of Seller on or before 5.00 PM on September 1, 1998. If Seller does not accept this Agreement
within the time specified, this Agreement shall become void.
',.MAIN GATEWAY \C\Fred\DOCS \Tukwila\Martin house.doc
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last saved 08/27/1998 6:15 PM
PURCHASER:
McCONKEY ENTERPRISES,
a sole proprietorship
By:
Fredrick W. McConkey
PURCHASER:
By:
Fredrick W. McConkey
"M IN GATEWAY \C1Fred \DOCS\Tukwila\Marun house.doc
SIGNATURE PAGE
FINAL ACKNOWLEDGMENT BY PURCHASER:
McCONKEY ENTERPRISES, a sole proprietorship
SELLER:
MARVIN E. MARTIN
Marvin E. Martin
A fully executed copy of this Agreement has been received by Purchaser on this ail day of
tr ..t 01998, which date is the "Effective Date" of this Agreement.
last saved 08/27/1998 6:15 PM
B i ce_
EXHIBIT A
EARNEST MONEY NOTE
$5,000.00 Bellevue, Washington
August 27, 1998
Subject to the terms and conditions of that certain Real Estate Purchase and Sale
Agreement (the "Agreement of even date herewith by and between the undersigned and Marvin
E. Martin "Seller"), the undersigned promises to pay to Transnation Title Insurance Company
the sum of Five Thousand and No /100 Dollars ($5,000.00) without interest upon the expiration
of the Feasibility Period (as that term is used in the Agreement), as set forth in Section 2.1 of the
Agreement. Principal shall be payable at the office of Transnation Title Insurance Company.
McCONKEY ENTERPRISES, a sole proprietorship
Fredric McConkey
',MALN GATEWAY \CIred\DOCS \Tukwila\Martin house.doc 1 1 last saved 08/27/1998 6:15 PM
\.MAIN GATEWAY\CIred\DOCS \Tukwila\Mamn house.doc
EDIT "C"
LEGAL DISCRIPTION
LOT 7 CHERRY LANE ADD PP ACT 38719084 M
last saved 08/27/1998 6:15 PM
This is an Agency Disclosure "Disclosure to the Real Estate Purchase and Sale Agreement by
and between Marvin Martin, as Seller and McCONKEY ENTERPRISES, a sole proprietorship,
as Purchaser regarding that property (the "Property") located at 14238 41 Ave. s. in the City of
Tukwila, King County, Washington, as described on Exhibit C. Any capitalized terms not
defined herein shall have the same meaning as set forth in the Agreement "Agreement
1. Purchaser and Seller represent and warrant to each other that they have dealt with no real
estate broker other than Tim O'Kane of Northwest Retail Partners Ltd (NWRP) and that
no other broker agent or finder is entitled to any commission or other fee on account of
the Agreement except as otherwise disclosed herein.
2. "Selling agent" means the broker who procured Purchaser as a purchaser in this
transaction. "Listing agent" means the broker who represents the Seller in this
transaction and/or who listed the Property for sale.
3. At the signing of this Agreement the selling agent, NWRP represented Purchaser. Seller
will pay to NWRP a 5% real estate commission. Each party signing this document
confirms that prior oral and/or written disclosure of agency was provided to him/her /it in
this transaction. The real estate commission is only payable if transaction closes as set
out in the Agreement.
PURCHASER: SELLER:
McCONKEY ENTERPRISES,
a sole proprietorship
By: 11. C.t7- i 7
Marvin E. Martin
Fredrick McConkey
AN G ATE WAY\C1Fred\DOCS \Tukwila\Ma mn house.doc
AGENCY DISCLOSURE
-13-
MARVIN E. MARTIN
last saved 08!27/1998 6:15 PM
Mr. Marvin E. Martin
14238 41 Ave S
Tukwila, WA 98168
RE: House Purchase Contract Extension,
Transnation Escrow No. 868023
Dear Marvin:
Best wishes through the Holidays.
FWM:mlb
cc: Tim O'Kane
Bob Mackin
Alex Galloway
3006 Northup Way, Suite 101
Bellevue, WA 98004
Fredrick W. McConkey
PRESIDENT MANAGING
GENERAL PARTNER
McCONKEY DEVELOPMENT COMPANY
Acquisitions Development Property Management
November 18, 1998
Thank you for your cooperation with the purchase contract. The initial feasibility period
expires on November 30, 1998. This letter is to serve notice that I am exercising the first
thirty (30) day feasibility extension period, with a $1,500 non refundable deposit to the
escrow account.
For your planning purposes, I will likely exercise the other two thirty (30) day extension
options for the months of January and February, and close on the property as anticipated
on July 31, 1999.
Sincerely,
Fred McConkey
PHONE (425) 889.1180
FAX (425) 822 -9393
9VfcCONKEY DEVELOPMENT COMPANY
Acquisitions Development Property Management
Mr. Marvin E. Martin
14238 41 Ave S
Tukwila, WA 98168
RE: House Purchase Contract Extension,
Transnation Escrow No. 868023
Dear Marvin:
This letter is to serve notice that I am exercising the second thirty (30) day feasibility
extension period, with another $1,500 non refundable deposit to the escrow account.
FWM:mlb
cc: Tim O'Kane
Bob Mackin/
Alex Galloway
3008 Northup Way, Suite 101
Bellevue, WA 98004
Fredrick W. McConkey
PRESIDENT MANAGING
GENERAL PARTNER
December 14, 1998
Sincerely,
qwt 11 'n/
Fred McConkey
PHONE (425) 889-1180
FAX (425) 822-9393
WOO NKEY ENTERPRISES
3016 NORTHUP WAY, BORE 101
BELLFAJE,WA 16001
PIL 706160.41•0
PAY One Thousand Five Hundred and 00 /100 Dollars
TO THE
ORDER OF Transnation Title
AcCONKEY ENTERPRISES
Martin Escrow #868023
DATE
12/14/98
II'00 2 L801 1:L250005744 47260/000574e
KEY BANK OF WASHINGTON
nwit■TTE BANKING OFFICE 210
LLEVUE WA Moot
11147111311
McCONKEY ENTERPRISES
AMOUNT
$1,500.00
hi
002180
002180
NcCONKEY DEVELOPMENT COMPANY
Acquisitions Development Property Management
Mr. Marvin E. Martin
14238 41 Ave S
Tukwila, WA 98168
January 28, 1999
RE: House Purchase Contract Extension,
Transnation Escrow No. 868023
Dear Marvin:
This letter is to serve notice that I am exercising the third thirty (30) day feasibility
extension period, with another $1,500 non refundable deposit to the escrow account.
FWM:mlb
cc: Tim O'Kane
Bob Mackin
Alex Galloway
3008 Northup Way, Suite 101
Bellevue, WA 98004
Fredrick W. McConkey
PRESIDENT MANAGING
GENERAL PARTNER
Sincerely,
oo
red McConkey
PHONE (425) 889 -1180
FAX (425) 822.9393
�l� Y K WA
BANKING WASHINGTON
i p �4 g lli t i I�1C KE INK SHIN O DI
J EVUE WA !1001
morass
McCONKEY ENTERPRISES
3001 NOATHUP WAY. sun 101
BB1EVUE, WA NW
Ptt 20600641/0
PAY One Thousand Five Hundred and 00 /100 Dollars
TO THE TCansnation Title
ORDER OF
Martin Escrow #868023
4cCONKEY ENTERPRISES
iartin Escrow #868023
000211920 L 2 5000 5 4 is 4 2 60 L000 5 7 L
DATE AMOUNT
1/28/99 $1,500.00
McCONKEY ENTERPRISES
002192
002192
McCONKEY DEVELOPMENT COMPANY
Acquisitions Development Property Management
Mr. Marvin Martin
14238 41 Ave S
Tukwila, WA 98168
RE: House Purchase Contract,
Transnation Escrow No. 868023
Dear Mr. Martin:
This letter is to serve notice that I have fmalized my due diligence and am satisfied with
all conditions, and am hereby waiving my contingencies. I plan to close on the property
in five (5) months, on July 31, 1999.
Thank you for your cooperation on this transaction.
FWM:mlb
cc: Tim O'Kane
Bob Mackin
Alex Galloway
3006 Northup Way, Suite 101
Bellevue, WA 98004
Fredrick W. McConkey
PRESIDENT MANAGING
GENERAL PARTNER
February 25, 1999
Sincerely,
t4
Fred McConkey
PHONE (425) 889 -1180
FAX (425) 822-9393
May 14, 1999
Mr. Alex Galloway
Senior Escrow Officer
Transnation Title Insurance
1200 Sixth Ave., Suite 100
Seattle, WA 98101 -3146
RE: Escrow #868023
McConkey/Martin
Dear Alex:
Enclosed please find a copy of a letter amendment to the Purchase and Sale Agreement
associated with the above referenced escrow.
The revised purchase price is $177,500.00 to include a scheduled closing date of
December 31, 1999.
Cc:
Fred McConkey
Bob Mackin
cre
NORTHWEST
R
PARTNERS LTD.
600 University Street, Suite 3012 Seattle, WA 98101 Phone 206 -343 -9204 Fax 206 -343 -9205 Email: Mai,NI'RP@AOLCOM
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April 29, 1999
Mr. Marvin E. Martin
14238 41 Ave. S.
Tukwila, WA 98168
RE: Escrow #868023
Closing Extension
Dear Marvin:
Please accept this letter as format request on behalf of the Purchaser, McConkey
Enterprises to extend the closing date for the above referenced transaction to December
31, 1999.
Based upon your approval of the extension, and ex lion of this letter, McConkey
Enterprises will increase the purchase price to $177 W0.92 from the original purchase
price of $175,000.00. If you choose not to accep t its extrusion, the transaction will
close as originally scheduled for July 31, 1999. This letter when executed by both
Purchaser and Seller will servo as an amendment to the original Purchase and Sale
Agtreement.
Please call with questions.
eeroly,
Ti
sr-~.
cc: Fred McConkey
Bob Mackin
PURCHASER:
McConkey Enterprises, Marvin E. Martin
a sole proprietorship
B y: B y: r
Fredrick W. M cv Marvin Martin
Date: J Date:
NORTHWEST
M R E TNW. LTD.
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RECEIVED DATE 05/13 10:33'99 FROM :2063439205
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FAX NO. 2V 1392Ub Y. U4/ U4
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SELLER:
H.`.DOCS\M3C\Tukwila\Hennum house.doc
REAL ESTATE PURCHASE AND SALE AGREEMENT
This REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Agreement made as of
the Effective Date (defined below), is by and between KEN HENNUM "Seller"), and
McCONKEY ENTERPRISES AND /OR ASSIGNS, a sole proprietorship "Purchaser
For and in consideration of the mutual covenants herein contained, the parties hereto do hereby
agree as follows:
1. Property. Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller
the real property located at 14228 41 Avenue South in the City of Tukwila, King County,
Washington described on Exhibit "C" attached and appurtenances thereto (the "Property") all on
the terms, covenants and conditions set forth herein.
2. Purchase Price and Payment.
LEGAL DESCRIPTION ATTACHED
2.1 Earnest Money deposit. As consideration for Seller's execution and delivery of
this Agreement, Purchaser shall, on or before 10 days after the Effective Date of this Agreement
deposit with Title company (defined in Section 6.1), a promissory note (the "Earnest Money
Note in form and content of Exhibit A attached hereto in the amount of $5,000. Provided that
all of the conditions set forth in Section 3.1 have been satisfied or waived by Purchaser, on or
before expiration of the Feasibility Period (defined in Section 3.1) Purchaser shall pay to Escrow
Holder the principal of the Earnest Money Note, such principal becoming non refundable to
Purchaser except as otherwise set forth in this Agreement. Hereafter, the term "Deposit" shall be
used to refer, when appropriate, to the earnest Money Note and, when paid, to the principal
thereof. If Purchaser does not waive contingencies by December 31, 1998, or extend the
feasibility period per sections 3.1 and 3.3, then Seller shall receive $1,988708-as a cancellation fee.
s Pe. zdJ v,d,
2.2 Interest. Purchaser shall be entitled to direct Title Company to place the Deposit
in an interest bearing amount of Purchaser's selection, at Purchaser's risk, and any interest earned
thereon shall be added to and deemed a part of the Deposit.
3. Conditions. The obligations of Purchaser under this Agreement and consummation of
Closing are, at Purchaser's option, subject to the complete satisfaction or waiver of each and all
of the following conditions:
last saved 09/10/1998 12:03 PM
2.3 Purchase Price. The total purchase price "Purchase Price is 2;869-9e;
payable in cash at closing. c y e d d e 4.'
Z vc) c
2.4 Payment. The Purchase Price, less the Deposit shall be payable pursuant to
Section 2.3.
3.1 Inspection /Feasibility. Purchaser shall have until 5:00 p.m. December 31, 1998
to investigate the Property, its value, financing, zoning, environmental and building matters, its
condition including, but not limited to, the presence of asbestos, hazardous materials and
underground storage tanks and its suitability for Purchaser's intended use (the "Feasibility
Period Purchaser may extend the December 31, 1998 Inspection/Feasibility deadline by three
(3) consecutive periods of thirty (30) days by providing Seller with written notice of such
extension prior to expiration of the then period and payment of $1,500.00 for each such
extension, which payment(s) shall be nonrefundable and be considered part of the Deposit.
3.2 Effect of No Notice. If Purchaser fails to notify Seller in writing that all of the
conditions set forth in this Section 3 have been satisfied or waived within the applicable time
period or periods set forth herein this Agreement shall terminate, the Deposit (except for any
extension payments made pursuant to Section 3.1 above) shall be returned to Purchaser and
neither party shall have any further rights or obligations whatsoever arising out of or in
connection with this Agreement except as otherwise specifically set forth herein. In such a case,
Purchaser shall return all materials related to this transaction to Seller or its agent.
3.3 Termination by Purchaser. If Purchaser terminates this transaction during the
applicable time period or periods set forth herein, then the Deposit (except for any extension
payments made pursuant to Section 3.1 above) shall be returned to Purchaser and neither party
shall have any further rights or obligations whatsoever arising out of or in connection with this
Agreement except as otherwise specifically set forth herein. In such a case, Purchaser shall return
all materials related to this transaction to Seller or its agent.
3.4 Cost of Studies. Except as otherwise provided herein, Purchaser will pay for its
due diligence studies and reports in addition to its normal closing costs and will hold Seller
harmless from any fees incurred by Purchaser.
4. Representations and Warranties.
4.1 Seller's Representations and Warranties.
4.1.1 Not Used.
4.1.2 Delivery of Information. Seller will deliver to Purchaser within 10 days
following the Effective Date all documents in Seller's possession, including full and complete
copies of (1) any proposed building plans and specifications for the Property, including civil plans,
underground utilities, mechanical, electrical, and plumbing plans; (2) any environmental reports,
soil reports and compaction studies, inspections, surveys and other related studies in Seller's
possession; and (3) full and complete description and inventory of any personal property.
4.1.3 Other Agreements. There are no other contracts or agreements in force
or effect for sale of all or any portion of the Property which would survive Closing and Seller shall
not, without the prior written consent of Purchaser, enter into any such contracts or agreements
between the date hereof and the earlier of Closing or.termination of this Agreement.
H `DOCS\MDC \Tu1cwila\Hennum house.doc
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last saved 09 /10/1998 12:03 PM
4.1.4 Litigation. Seller is unaware of any action, suit, investigation or
proceeding (administrative or otherwise) pending or threatened against or affecting the Property
or any portion of it, the transactions contemplated hereby, or which might affect the right of
Purchaser to own, operate, develop or possess the Property or which might have a material effect
on the business of the Property or result in any liability of Purchaser with respect thereto.
4.1.5 Condemnation. Seller has no knowledge of any pending or threatened
governmental proceeding or any other fact or condition which would limit or result in the
termination of any current access to the Property or in the reduction of the size of the Property.
4.1.6 Compliance with Laws. To the best of its knowledge, Seller has kept and
maintained the Property in compliance with and has not caused or permitted the Property, or any
improvements located thereon to be in violation of any environmental law, building law or zoning
regulation, and Seller is unaware of any material defect in the premises or improvements thereon.
4.1.7 Utilities. All utilities required for the operation of the Property enter
through adjoining public streets, or if they pass through an adjoining private land, do so in
accordance with valid public easements or private easements which will inure to the benefit of
Purchaser. All of said public utilities are installed and charges have been paid in full, and the right
to the return of any deposit or contribution in connection therewith shall inure to Seller. All said
public utilities are available to be installed.
4.1.8 Hazardous Materials. Seller represents and warrants to Purchaser that,
to the best of Seller's knowledge, and except as otherwise as set forth in paragraph 4.1.9, below,
or disclosed by Seller to Purchaser in writing within 10 days of the Effective Date, (1) neither the
Property nor any real estate in the vicinity of the Property is in violation of any federal, state, local
or administrative agency ordinance, law, rule, regulation, order or requirement relating to
environmental conditions or Hazardous Material "Environmental Laws (2) neither Seller nor
any third party has used, manufactured, generated, treated, stored, disposed of, or released any
Hazardous Material on, under or about the Property or real estate in the vicinity of the Property
or transported any Hazardous Material over the Property; (3) the Property does not consist of any
building materials that contain Hazardous Material. For the purposes hereof, "Hazardous
Materials" shall mean any substance, chemical, waste or other material which is listed, defined or
otherwise identified as "hazardous" or "toxic" under any federal, state, local or administrative
agency ordinance or law, as well as any formaldehyde, urea, polychlorinated biphenyls, petroleum,
petroleum product or by- product, crude oil, natural gas, synthetic gas, radon, lead and asbestos.
If Seller and/or Purchaser discovers or determines the existence of any hazardous materials or
other condition that exists, including the presence of asbestos, as of and/or prior to Closing, the
result of which may require remedial action pursuant to any Federal, state or local law, the party
shall promptly notify the other of such hazardous materials or environmental condition and Seller
shall take any and all appropriate action in response thereto at its cost, provided that Seller's
expense shall be limited to $1,000. If such remediation exceeds $1,000, Purchaser may elect to
pay such amount exceeding $1,000 or terminate this Agreement, in which case the Deposit shall
be returned to Purchaser, provided that if Purchaser elects to terminate pursuant to this Section
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4.1.8, Seller may elect to pay the costs in excess of $1,000, in which case this Agreement shall
continue in full force and effect.
4.1.9 Not Used.
4.1.10 Flood zone. To the best of Seller's knowledge, the Property is not located
within a flood zone.
4.1.11 Not Used
4.1.12 Delivery. Not Used.
4.1.13 Change in Circumstances. Upon notification of any fact that would
change any of the representations or warranties contained herein, Purchaser shall have the option
of (a) waiving the breach of warranty that would be caused by such change, (b) agreeing with
seller to adjust the terms hereof to compensate Purchaser for such change, or (c) terminating the
Agreement. If such fact is different because of a misrepresentation of Seller, then the options
stated in the previous sentence shall be in addition to any other remedy available to Purchaser at
law or in equity. As used in the Agreement, Seller's knowledge includes the knowledge of any
agent, officer, member, manager or general partner of Seller and of any agent thereof.
4.2 Survival. The representations and undertakings set forth in the Agreement shall
survive closing and shall not merge into the deed given by Seller to Purchaser.
5. Possession and Prior Entry. Possession of the Property shall be delivered to Purchaser
at Closing. Between the Effective Date and Closing or the earlier expiration or termination of this
Agreement, Purchaser, its agents and employees shall have the right to go upon the Property for
the purpose of inspecting and making any tests or studies Purchaser deems appropriate.
Purchaser agrees to indemnify, defend and hold Seller harmless from and against any and all liens,
claims, loss or liability arising out of Purchaser's entry on to the Property prior to Closing
pursuant to this Section 5.
6. Title and Survey.
6.1 Title Company. "Title Company" shall mean Transnation Title Insurance
Company.
6.2 Condition of Title. Closing shall be conditioned upon Title Company issuing or
committing to issue to Purchaser, at Seller's expense, an extended coverage ALTA Owner's
Policy of title insurance in the amount of the Purchase Price insuring fee title in the Property
vested in Purchaser free and clear of all matters except the Permitted Exceptions (defined in
Section 6.3), the lien of current real property taxes and installments of 'assessments not yet due
and payable.
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‘(14 s
6.3 Title Com t ent and Survey. Seller shall deliver to Purchaser a preliminary
title commitment for anted- form owner's policy of title insurance covering the Property,
together with legible copies of all documents of record relating to the Property (the
"Commitment and a current ALTA survey of the Property (the "Survey within ten (10) days
of execution hereof. Purchaser shall, within 10 days of receipt of the Survey and Commitment,
deliver written notice to Seller (the "Purchaser's Notice of any exceptions to clear title which
are disapproved by Purchaser, any exceptions not so objected to being hereinafter referred to as
"Permitted Exceptions." If Purchaser does not so timely deliver the Purchaser's Notice to Seller,
Purchaser will be deemed to have accepted all items of record. Upon the timely receipt of
Purchaser's Notice, Seller shall then have 10 days to deliver written notice to Purchaser (the
"Seller's Response that the title issues as set forth in Purchaser's Notice have been cured, will
be cured before Closing, or that Seller is unable to cure the defects. If Seller does not so timely
deliver the Seller's Response to Purchaser, Seller will be deemed to have elected to cure all items
set forth in the Purchaser's Notice no later than Closing. Upon the timely receipt of the Seller's
Response,. Purchaser shall then have 10 days to deliver written notice to Seller (the "Purchaser's
Response that Purchaser accepts the status of title as set forth in Seller's Response, or
alternatively that Purchaser has elected to terminate the Agreement, in which case the Deposit
shall be returned to Purchaser. If Purchaser does not so timely give the Purchaser's Response to
Seller, Purchaser will be deemed to have elected to terminate this Agreement, and the Deposit
shall be returned to Purchaser. If additional exceptions to title are disclosed by supplemental
reports to the Commitment, Purchaser and Seller shall proceed to review such new title
exceptions in accordance with the provisions of this Section; provided however, that Purchaser
shall have 5 days to review and comment upon such new title exception and Seller shall have 5
days after notice from Purchaser, to give Purchaser notice of such exception's removal or other
disposition under this Section. The above not withstanding Seller is obligated to remove all
monetary liens from title on or before Closing.
6.4 Title Exceptions. If upon Closing Seller is unable to convey the Property in the
condition set forth in Seller's Response, Purchaser shall, by written notice to Seller on or before
Closing (which notice may, notwithstanding the provisions set forth in the Agreement, be given to
Title Company on behalf of and for the benefit of Seller) either: (i) accept title in its then
condition; or (ii) terminate this Agreement, in which case the Deposit shall be returned to
Purchaser.
7. Closing.
7.1 Escrow. Upon mutual execution of this Agreement, the parties shall execute
instructions to Title Company to consummate the purchase in accordance with the terms and
provisions hereof. They shall place with Title Company all instruments, documents and monies
necessary to complete the sale in accordance with this Agreement. The provisions hereof shall
constitute joint instructions to the Title Company; provided, however, that the parties shall
execute such additional instructions as they may agree upon or as requested by the Title Company
not inconsistent with the provisions hereof. Closing shall occur within five (5) months after the
expiration of all contingency periods herein.
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7.2 Deposit of Closing Documents. At Closing Seller shall deliver to Purchaser bills
of sale to any personal property and deliver any agreements, documents and instruments as may
be necessary to transfer, convey and assign to Purchaser all property rights and assets to be
assigned to Purchaser by Seller. Title shall be conveyed by Statutory Warranty Deed (the
"Deed free of encumbrances or defects except those permitted herein or as Purchaser and Seller
shall otherwise agree.
7.3 Costs and Prorations. Seller shall pay the cost of extended coverage for the
policy of title insurance, required hereby, all real property excise taxes due and payable in
connection with the sale of the Property, the cost of any documentary or transfer tax or stamps
and one -half the other Closing expenses including the Escrow fees and charges and any recording
fees (except the cost of recording the Deed). Purchaser shall pay the remaining one -half of the
other Closing expenses including the Escrow fees and charges and the cost of recording the Deed.
All real and personal property taxes and assessments installments shall be prorated between Seller
and Purchaser as of Closing. The real property taxes and assessments installments shall be
prorated using the most recent tax information available. Title Company shall be responsible for
reporting the Closing to the Internal Revenue Service pursuant to Section 6045 of the Internal
Revenue Code.
7.4 Foreign Investment in Real Property Act. The Foreign Investment in Real
Property Tax Act (FIRPTA), IRC Section 1445, requires that every Purchaser of U.S. real
property must, unless an exemption applies, deduct and withhold from the Seller's proceeds 10%
of the gross sales price. The primary exemptions which might be applicable are: (a) Seller
provides the Purchaser with an affidavit under penalty of perjury that Seller is not a "foreign
person as defined in FIRPTA, or (b) Seller provides Purchaser with a "qualifying statement," as
defined by FIRPTA, issued by the Internal Revenue Service. Seller and Purchaser agrees to
execute and deliver, as appropriate, any instrument, affidavit and statement, and to perform any
acts reasonably necessary to carry out the provisions of FIRPTA and regulations promulgated
thereunder.
8. Remedies. In the event that Seller defaults, Purchaser shall be entitled to all remedies
available at law or in equity, including specific performance. In the event Purchaser fails to
complete the purchase of the Property, the Deposit made by Purchaser shall be forfeited to Seller
as the sole and exclusive remedy available to Seller for such failure.
PURCHASER AND SELLER HEREBY SPECIFICALLY ACKNOWLEDGE THAT
THEY HAVE READ THE PRECEDING PROVISION REGARDING LIMITATIONS OF
ITS REMEDIES AND FORFEITURE OF THE DEPOSIT AND UNDERSTAND AND
AGREE TO IT.
9. Miscellaneous.
9.1 Notices. Any demand, request or notice which either party hereto desires or may
be required to make or deliver to the other shall be in writing and shall be deemed given when
personally delivered, or when delivered by private courier service (such as Federal Express), or
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three days after being deposited in the United States Mail in registered or certified form, return
receipt requested, addressed as follows:
To Purchaser:
To Seller:
H'DOCS\MDCC\ Tukwila \Hennum house.doe
McConkey Enterprises
Attn: Fredrick W. McConkey
3006 Northup Way, Suite 101
Bellevue, WA 98004
KEN HENNUM
14228 41 AVE. SOUTH
Tukwila, WA 98168
or to such other single address and person as either party may communicate to the
other by like written notice.
9.2 Entire Agreement. This Agreement contains the entire understanding
between the parties and supersedes any prior understandings and agreements
between them respecting the subject matter hereof. There are no other
representations, agreements, arrangements or understandings, oral or written,
between and among the parties hereto or any of them, relating to the subject
matter of this Agreement. No amendment of or supplement to this Agreement
shall be valid or effective unless made in writing and executed by the parties
hereto. Notwithstanding the foregoing, any addendum or exhibit attached hereto
and either signed or initialed by the parties is hereby incorporated herein and shall
be deemed a part hereof.
9.3 Construction. The section headings throughout this Agreement are for
convenience and reference only and the words contained in them shall not be held
to expand, modify, amplify or aid in the interpretation, construction or meaning of
this Agreement. All pronouns and any variations thereof shall be deemed to refer
to the masculine, feminine, neuter, singular or plural as the identification of the
person or persons, firm or firms, corporation or corporations may require.
"Person" shall mean an individual, firm, association, corporation, trust or any other
form of business or legal entity. The locative adverbs "herein," "hereunder,"
"hereto," "hereby," "hereinafter," etc., whenever the same appear herein, mean and
refer to this Agreement in its entirety and not to any specific section or subsection
hereof. Any reference herein to "days" means consecutive calendar days. If the
last day of any item period or any other specified date occurs on a day when the
recording office of the county in which the Property is located is closed, such time
period or date shall be extended to the next day such recording office is open. All
parties hereto have been represented by legal counsel in this transaction and
accordingly hereby waive the general rule of construction that an agreement shall
be construed against its drafter.
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9.4 Attorneys Fees. In the event of litigation between the parties hereto, declaratory
or otherwise, in connection with or arising out of this Agreement, the prevailing party shall
recover from the non prevailing party all actual costs, actual damages and actual expenses,
including attorneys' fees and charges, paralegal and clerical fees and charges and other
professional or consultants' fees and charges expended or incurred in connection therewith, as set
by the court, including for appeals, which shall be determined and fixed by the court as part of the
judgment. In addition, if either party is held by a court or arbitrator to owe to the other a sum of
money, whether as damages, indebtedness, or otherwise for breach of this Agreement, such party
shall also owe to and pay the other party interest on such sum from the time of the breach until
paid at the rate of 12% per annum.
9.5 Assignment. Purchaser may on or before Closing, assign all or any of its interest
in this Agreement, as it sees fit, without Seller's prior written consent to any limited liability
company, corporation, or general or limited partnership in which Purchaser has an interest.
Except as otherwise set forth above, neither party may assign its interest in this Agreement
without the consent of the other party, which consent may not be unreasonably withheld or
delayed.
9.6 Risk of Loss. All risk of loss or damage to the Property shall be borne by the
Seller until Closing. In the event that there is loss or damage to the Property between the date
hereof and Closing, by reason of fire, vandalism, flood, earthquake, or acts of God, and the cost
to repair such damage shall exceed 10% of the purchase price of the Property, Purchaser may at
its option either proceed with this transaction if Seller agrees in writing to repair or replace
damaged property prior to Closing or declare this Agreement null and void. If damage to the
Property is less than 10% of the purchase price and Seller agrees in writing to repair or replace
and does actually repair and replace damaged property prior to Closing, this transaction shall
proceed as agreed.
9.7 Condemnation. If prior to Closing any portion of the Property is the subject of a
condemnation or an eminent domain action or threatened therewith, Purchaser may elect to either
terminate this Agreement and recover the Deposit or to consummate Closing and receive an
assignment of all condemnation proceeds.
9.8 Time is of the essence of this Agreement. Except as otherwise provided herein,
in the event that any contingency to this Agreement has not been eliminated, satisfied, or waived
in writing within the time limits and pursuant to the provisions herein, this Agreement shall be
deemed null and void, and the Deposit shall be returned to Purchaser, and the escrow shall be
canceled.
9.9 Compliance with Laws. The parties hereto agree to comply with all applicable
federal, state and local laws, regulations, codes, ordinances and administrative orders having
jurisdiction over the parties, property or the subject matter of this Agreement including, but not
limited to, the 1964 Civil Rights Act and all amendments thereto, the Foreign Investment i Real
Property Tax Act, the Comprehensive Environmental Response Compensation and Liability Act,
and the Americans With Disabilities Act.
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9.10 Applicable Law. This Agreement shall be construe and interpreted under the
laws of the state where the Property is located.
9.11 Delivery of Studies. In the event the sale does not close for whatever reason, all
studies, investigations, plans, reports or work product that would assist Seller in developing the
Property in the future will be delivered free of charge from Purchaser to Seller within 10 days
after the termination of the Agreement.
9.12 Performance. Where a day for performance falls on a Saturday, Sunday or legal
holiday, the day from completion of performance shall be extended to the next business day.
9.13 Acceptance of Agreement. Purchaser's offer is made subject to the acceptance
of Seller on or before 5.00 PM on If Seller does not accept this Agreement
within the time specified, this Agree ent shall become void.
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PURCHASER:
McCONKEY ENTERPRISES,
a sole proprietorship
SIGNATURE PAGE
SELLER:
KEN HENNUM
B /JAI" 7(166 !elm
Fredrick W. McConkey (J Ken Hennum
FINAL ACKNOWLEDGMENT BY PURCHASER:
A fully executed copy of this Agreement has been received by Purchaser on this 3 day of
e.4. -6-4( 1998, which date is the "Effective Date" of this Agreement.
PURCHASER:
McCONKEY ENTERPRISES, a sole proprietorship
By: ‘14....(2,
Fredrick W. McConkey 0
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Amended Terms to the Purchase and Sale Agreement between Ken Hennum (Seller) and
McConkey Enterprises (Purchaser):
2.1 The amount of the cancellation fee is $1000 plus the amount of any costs or
obligations the seller has incurred as required by this agreement, including the
cost of title insurance as required in section 6.3.
2.3 The purchase price is $182,000.00.
6.3 The type of title insurance required is "standard," not "extended."
9.13 The acceptance date is November 30, 1998.
PURCHASER: SELLER:
r ueA t
Frederick W. McConkey Ken Hennum
By:
H. \DOCS\M C\Tukwila\Hennum house doc
EXHIBIT A
EARNEST MONEY NOTE
$5,000.00 Bellevue, Washington
October 23, 1998
Subject to the terms and conditions of that certain Real Estate Purchase and Sale
Agreement (the "Agreement of even date herewith by and between the undersigned and Ken
Hennum "Seller"), the undersigned promises to pay to Transnation Title Insurance Company the
sum of Five Thousand and No /100 Dollars ($5,000.00) without interest upon the expiration of the
Feasibility Period (as that term is used in the Agreement), as set forth in Section 2.1 of the
Agreement. Principal shall be payable at the office of Transnation Title Insurance Company.
McCONKEY ENTERPRISES, a sole proprietorship
4,41_ ,3
Fredrick W. McConkey
last saved 09 /10/1998 12:03 PM
H.`DOCS \MDCTukvnialiennum house.doc
EXHIBIT "C"
LEGAL DISCRIPTION
LOT 7 CHERRY LANE ADD PARCEL B OF CITY
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This is an Agency Disclosure "Disclosure to the Real Estate Purchase and Sale Agreement by
and between Ken Hennum, as Seller and McCONKEY ENTERPRISES, a sole proprietorship, as
Purchaser regarding that property (the "Property located at 14228 41'` Ave. South. in the City
of Tukwila, King County, Washington, as described on Exhibit C. Any capitalized terms not
defined herein shall have the same meaning as set forth in the Agreement "Agreement
1. Purchaser and Seller represent and warrant to each other that they have dealt with no real
estate broker other than Tim O'Kane of Northwest Retail Partners Ltd (NWRP) and that
no other broker agent or finder is entitled to any commission or other fee on account of
the Agreement except as otherwise disclosed herein.
2. "Selling agent" means the broker who procured Purchaser as a purchaser in this
transaction. "Listing agent" means the broker who represents the Seller in this transaction
and/or who listed the Property for sale.
3. At the signing of this Agreement the selling agent, NWRP represented Purchaser. Seller
will pay to NWRP a 5% real estate commission. Each party signing this document
confirms that prior oral and/or written disclosure of agency was provided to him/her /it in
this transaction. The real estate commission is only payable if transaction closes as set out
in the Agreement.
PURCHASER:
McCONKEY ENTERPRISES,
a sole proprietorship
By:
4hataL f )11
Fredrick McConkey Ken Hennum
H \DOCS'MDC\Tukw la\Hennum house.doc
AGENCY DISCLOSURE
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SELLER:
KEN HENNUM
/o/26/i971(
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9VIcCONKEY DEVELOPMENT COMPANY
Acquisitions Development Property Management
December 14, 1998
Mr. Ken Hennum
14228 41 Ave S
Tukwila, WA 98168
RE: House Purchase Contract Extension
Dear Mr. Hennum:
Thank you for your cooperation with the purchase contract. The initial feasibility period
expires on December 31, 1998. This letter is to serve notice that I am exercising the first
thirty (30) day feasibility extension period, with a $1,500 non refundable deposit to the
escrow account.
For your planning purposes, I will likely exercise the other two thirty (30) day extension
options for the months of January and February, and close on the property as anticipated
on August 31, 1999.
Best wishes through the Holidays.
FWM:mlb
cc: Tim O'Kane
Bob Mackin
Alex Galloway
3008 Northup Way, Suite 101
Bellevue, WA 98004
Fredrick W. McConkey
PRESIDENT MANAGING
GENERAL PARTNER
Sincerely,
[v
Fred McConkey
PHONE (425) 889.1180
FAX (425) 822 -9393
McCONKEY ENTERPRISES
X001 NORTMIP WAY. SURE 101
BELLEVUE. WA 111001
PAY One 'Thousand Five Hundred and 00 /100 Dollars
TO THE
ORDER OF Transnation Title
Hernumm ESCDO W
McCONKEY ENTERPRISES
00021810 41250005744 47260/000574v
5St EY BANK OF WASHINGTON
PRIVATE ,"-IE1
RANKING OFFE 210
4E1
1EYUE. WA NOW
10.171110
DATE AMOUNT
12/14/98 $1,500.00
McCONKEY ENTERPRISES
7-44../9-
0021
0021E
9VIcCONKEY DEVELOPMENT COMPANY
Acquisitions Development Property Management
Mr. Ken Hennum
14228 41 Ave S
Tukwila, WA 98168
RE: House Purchase Contract Extension
Dear Mr. Hennum:
This letter is to serve notice that I am exercising the second thirty (30) day feasibility
extension period, with another $1,500 non refundable deposit to the escrow account.
FWM:mlb
cc: Tim O'Kane
Bob Mackin/"
Alex Galloway
3006 Northup Way, Suite 101
Bellevue, WA 98004
Fredrick W. McConkey
PRESIDENT MANAGING
GENERAL PARTNER
January 28, 1999
Sincerely,
Fred McConkey
PHONE (425) 889 -1180
FAX (425) 822 -9393
YeGONKEY ENTERPRISES
s X15. WAY, SURE 101
IB,LENL WA M001
NL
21:•1111111-1 ISO
PAY One Thousand Faye Hundred and 00/100 Dollars
TO THE Title
ORDER OF TranSnatilan
Henn= Es ora
000 2 L9 311' L 2 5000 5 7 40: 4? 260 L0005?Ito
:CONKEY ENTERPRISES
mum Escrow
KEY B *yK OF WASHINGTON
Nu SAWING OFFICE 210
.VOL WA !NN
IMA2l0
DATE
1128/99
AMOUNT
$1,500.00
McCONKEY ENTERPRISES
002193
002193
JVIaCONKEY DEVELOPMENT COMPANY
Acquisitions Development Property Management
Mr. Ken Hennum
14228 41 Ave S
Tukwila, WA 98168
RE: House Purchase Contract Extension, escrow no. 868180
Dear Mr. Hennum:
This letter is to serve notice that I am exercising the third thirty (30) day feasibility
extension period, with another $1,500 non refundable deposit to the escrow account.
FWM:mlb
cc: Tim O'Kane
Bob Mackin
Alex Galloway
3006 Northup Way, Suite 101
Bellevue, WA 98004
Fredrick W. McConkey
PRESIDENT MANAGING
GENERAL PARTNER
February 25, 1999
Sincerely,
07c4
Fred McConkey
PHONE (425) 889 -1180
FAX (425) 822 -9393
AcCONKEY ENTERPRISES
PAY One Thousand Five Hundred Dollars and 00/100
T 071 4 12 Fl OF Transnation Title
Hennum, esCitm no. 868180
00022140 41250005741: 4? 2601'00057
KEY BANK OF WASHINGTON
PRIVATE NAMICING OFFICE 20
BELLEVUE. WA NMI
11147/1210
DATE
2-25-99
„fr
-002214
AMOUNT
$1,500.0
April 20, 1999
Mr. Ken Hennum
14228 41 Ave. S.
Tukwila, WA 98168
RE: Trasnation Escrow #868180
Dear Mr. Hennum:
Thank you for your attention recently concerning the Purchaser's (McConkey
Enterprises) request for a closing extension as it relates to the above referenced escrow.
After further consideration and evaluation, Mr. McConkey has elected to not seek
additional closing extension time and will close escrow as per the previously scheduled
date of August 31, 1999.
Fred McConkey
Bob Mackin
Alex Galloway
NORTHWEST
RETAIL
PARTNERS. LTD.
600 Univerti y Street, Smite 3012 Seattle, IVA 98101 Phone 206 -343 -9204 Fax 206 343 -9205 Email: MainNIVRP@AOLCOM
MCCONKEY DEVELOPMENT 4258229393
JVIcCONNEY DEVELOPMENT COMPANY
Acquisitions Development Property Management
Mr. Ken Hennum
14228 41 Ave. S.
Tukwila, WA 98168
Re: Ray Transnation escrow 868180
Dear Mr. Hennum:
This letter is merely to confirm agent Tim O'Kane's letter of April 20, 1999. As you are
aware, 1 have waived the condition set forth in Section 3 of the Purchase anc Sale
Agreement and have decided to close on August 31, 1999 with no additional extensi ins.
Thank you for your cooperation during this process.
FWM:wg
cc: Bob Mackin
3004 Northup Way, suits 101
Seller► WA 98004
Fredrick W. McConkey
PRESIDENT MANAGING
GENERAL PARTNER
06/25 '99 15:17 N0.321 02/02
June 25, 1999
Sincerely,
Fredrick W. McConkey
PHONE (42D 889.1180
FAX (42 s) 822.9393
EXHIBIT E
FORM OF ASSIGNMENT AND ASSUMPTION OF OPTION AGREEMENTS
ASSIGNMENT AND ASSUMPTION OF OPTION AGREEMENTS
This Assignment and Assumption of Option Agreements "Assignment
effective as of the 26th day of July, 1999, is made by McCONKEY ENTERPRISES, a
Washington sole proprietorship "Assignor and the CITY OF TUKWILA, a
Washington municipal corporation (the "City
A. Assignor is the purchaser under each of the purchase and sale
agreements /option agreements listed in Exhibit A attached hereto (the "Option
Agreements
B. Assignor now desires to assign to the City, and the City now desires to
assume from Assignor, all rights, title, interest, and obligations of Assignor in, to, and
under the Option Agreements subject to the terms and conditions set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Recitals. The foregoing recitals are true and correct and are incorporated
herein by this reference.
2. Assignment. Assignor hereby assigns, transfers, sets over and conveys to
the City all of Assignor's rights, title, interest, duties and obligations in, to, and under the
Option Agreements.
The Assignment includes all payments, deposits, fees and other costs incurred or
made by Assignor under or with respect to the Option Agreements, and the City shall
succeed to all rights of Assignor related to such payments, deposits, fees and other costs.
3. Assumption. The City hereby assumes from Assignor all of Assignor's
rights, title, interest, duties and obligations in, to, and under the Option Agreements
arising from and after the date hereof.
4. Indemnification. The City hereby agrees to indemnify, defend and hold
Assignor harmless from and against all obligations of the "purchaser" under the Option
Agreements to the extent that such obligations are applicable to the period and required to
be performed from and after the date of this Assignment. Assignor hereby agrees to
indemnify and hold the City harmless from and against all obligations of the "purchaser"
under the Option Agreements for periods prior to the date of this Assignment.
50111188.01
1
5. Reaffirmation of Representations and Warranties. The Assignment is
made pursuant to that certain Property Transfer Agreement between the City and
Assignor dated July 19, 1999 (the "Transfer Agreement Assignor hereby reaffirms all
of its representations and warranties made by Assignor with respect to the Option
Agreements under the Transfer Agreement.
6. Facsimile Signature: Counterparts. This Assignment may be executed and
delivered by facsimile transmission, and in more than one counterpart, each of which
shall be deemed an original, and all of which together shall constitute one and the same
instrument.
7. Authority. The parties hereto each represent and warrant that they have
full power and actual authority to enter into this Assignment and to carry out all actions
required of them by this Assignment. Each person executing this Assignment in a
representative capacity represents and warrants that he /she has full power and actual
authority to bind his/her respective corporation, partnership, or other entity.
IN WITNESS WHEREOF, this Assignment is executed by the parties, intending
to be legally bound, as of the date first written above.
ATTEST:
By (C�
&A eit 664,k__)
50111188.01
2
McCONKEY ENTERPRISES,
a Washington sole proprietorship
By 4AA Z& w `YY1
Frederick W. McConkey, Owner
CITY OF TUKWILA, WASHINGTON
By
w lu g
Tit@
RECORDED AT THE REQUEST OF:
AND AFTER RECORDING RETURN TO:
Michael D. Kuntz
Foster Pepper Shefelman PLLC
1111 Third Avenue, Suite 3400
Seattle, Washington 98101
Grantor: McConkey Enterprises
Grantee: City of Tukwila
Legal Description: PTN OF SE 1/4 SW 1/4 SEC 15 TWN 23 N RNG 4 E
Official legal description on Exhibit A
Assessor's Tax Parcel ID 152304- 9096 -08
Reference (If applicable): Not applicable.
50109962.02
OPTION AGREEMENT
(Northfield Car Wash)
Attachment 2
OPTION AGREEMENT
(Northfield Car Wash)
This Option Agreement (the "Agreement is made this 19th day of July, 1999 by and
between McConkey Enterprises, a Washington sole proprietorship "McConkey and the City of
Tukwila, a Washington municipal corporation (the "City
RECITALS:
A. McConkey is negotiating to obtain the right to acquire certain real property and
improvements within the City of Tukwila, as more particularly described on Exhibit A attached
hereto and made a part hereof by this reference (the "Property"), in exchange for certain other
property currently owned or to be acquired and developed by McConkey.
B. Upon McConkey's acquisition of the Property, McConkey has agreed to grant the
City an option to purchase the Property and the City has agreed to grant McConkey an option to put
the Property to the City, each in accordance with the terms and conditions contained in this
Agreement.
NOW, THEREFORE, in consideration of the agreements contained herein and other
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:
1. Ontion of the City Purchase the Pronertv. Upon McConkey's acquisition of the
Property, McConkey shall and does hereby grant the City and its successors and assigns an
automatic, irrevocable and exclusive option to purchase the Property in accordance with the
terms and conditions set forth herein (the "Purchase Option
1.1 Term. The term of the Purchase Option shall automatically commence
simultaneously with McConkey's acquisition of the Property, and shall terminate at midnight on
July 31, 2002 (the "Purchase Option Term
1.2 Exercise of Option. The City may exercise the Purchase Option at any
time prior to expiration of the Purchase Option Term by delivering written notice of such
exercise (the "Purchase Notice to McConkey by hand delivery, overnight courier service, or
United States certified mail, return receipt requested, and addressed as follows (or such other
address as McConkey may specify in a written notice delivered to the City at the address listed
below).
50109962 02
McConkey Development Company
3006 Northup Way, Suite 101
Bellevue, Washington 98004
Attention: Frederick W. McConkey
1
The Purchase Option shall be considered exercised upon actual delivery of the Purchase Notice to
McConkey or upon deposit of the Purchase Notice in the United States mail, within the time frame
and in the manner provided above.
1.3 Effect of Exercise. Upon exercise of the Purchase Option, McConkey
shall be absolutely and unconditionally obligated to sell the Property to the City in accordance
with the provisions of Section 4 of this Agreement.
1.4 Failure to Exercise. If the City fails to exercise the Purchase Option
within the Purchase Option Term, then the Purchase Option shall immediately and automatically
terminate and be of no further force and effect, and thereafter McConkey shall have the right to
exercise the Put Option (as hereinafter defined) in accordance with the terms and conditions
contained in Section 2 of this Agreement.
2. Ontion of McConkey to Reauire the City to Purchase the Property. Upon
McConkey's acquisition of the Property, the City shall and does hereby grant McConkey and its
successors and assigns an automatic, irrevocable and exclusive option to require the City to
purchase the Property in accordance with the terms and conditions hereinafter set forth (the "Put
Option
2.1 Term. The term of the Put Option shall automatically commence
simultaneously with McConkey's acquisition of the Property and shall terminate at midnight on
September 30, 2002 (the "Put Option Term
2.2 Exercise of Option. McConkey may exercise the Put Option at any time
prior to expiration of the Put Option Term by delivering written notice of such exercise (the
"Sale Notice to the City by hand delivery, overnight courier service, or United States certified
mail, return receipt requested, and addressed as follows (or such other address as the City may
hereinafter specify in a written notice delivered to McConkey at the address listed in
paragraph 1.2 above).
The Put Option shall be considered exercised upon actual delivery of the Sale Notice to the City or
upon deposit of the Sale Notice in the United States mail, within the time frame and in the manner
provided above.
2.3 Effect of Exercise. Upon exercise of the Put Option, so long as
McConkey has complied with the terms and conditions of this Agreement, including, without
50109962.02
City of Tukwila
6200 Southcenter Boulevard
Tukwila, Washington 98188
Attention: Finance Director
2
limitation, the covenants contained in Section 3 of this Agreement, the City shall be absolutely
and unconditionally obligated to purchase the Property in accordance with the terms provisions
of Section 4 of this Agreement.
2.4 Failure to Exercise. If McConkey fails to exercise the Put Option within
the Put Option Term, then the Put Option shall immediately and automatically terminate and be
of no further force and effect, and neither party shall have any further rights or obligations under
this Agreement.
3. Covenants and Obligations of McConkey. From the date of this Agreement until
the earlier to occur of (i) the consummation of the purchase of the Property by the City from
McConkey and (ii) the expiration of term of the Purchase Option and the termination or
expiration of the Put Option, McConkey covenants and agrees as follows:
(a) McConkey will use its best efforts to acquire the Property as soon
as reasonably possible;
(b) Within two days of its acquisition of the Property, McConkey will
notify the City in writing that it has acquired the Property, such notice to be delivered in the
manner and at the address listed in Section 2.2 of this Agreement. The City shall have the right
to record this Agreement at any time after McConkey has completed its acquisition of the
Property;
(c) McConkey will not develop or materially alter the Property in any
manner, or consent to the development or alteration of the Property, except that McConkey may,
at its option, demolish and remove any structures and equipment existing on the Property as of
the date hereof;
(d) McConkey will not lease, rent or permit anyone to occupy the
Property, and will not consent to the leasing, rental or other occupancy of the Property, other
than tenants occupying the Property pursuant to written leases existing as of the date hereof or
other leases which can be terminated on no less than 30 days notice;
(e) McConkey will not encumber the Property or enter into any
contracts, agreements, deeds of trust, mortgages, or other understandings with respect to or
affecting the Property without the City's prior written consent, and will not consent to any
encumbrance of the Property or the execution of any contracts, agreements, deeds of trust,
mortgages or other understandings with respect to or affecting the Property;
(f) McConkey will perform all of its obligations under any leases or
agreements affecting the Property, and will require the current owner of the Property to perform
all of its obligations under any leases or agreements affecting the Property;
50109962.02
3
(g) McConkey will use reasonable efforts to cause the current owner
of the Property to keep and maintain the Property in its condition as of the date of this
Agreement, ordinary wear and tear excepted, free of rubbish, debris and hazardous substances
and materials, and will not allow the current owner of the Property to store, discharge, deposit or
dump hazardous or toxic wastes or substances on or at the Property;
(h) From and after the date of its acquisition of the Property,
McConkey will keep and maintain the Property free of rubbish, debris and hazardous substances
and materials, and will not store, discharge, deposit or dump hazardous or toxic wastes or
substances on or at the Property.
McConkey hereby agrees to indemnify, defend and hold the City harmless from any and all
loss, damage, liability or expense, including, without limitation, attorneys' fees and costs, the City
may suffer arising from or as a result of any failure of McConkey to perform the covenants and
obligations contained in this Section 3. This indemnity shall survive the termination of this
Agreement and the closing of any purchase and sale of the Property pursuant to the terms of this
Agreement.
4. Terms of Purchase. In the event of an exercise of the Purchase Option or the Put
Option, the terms of the sale shall be as follows:
(a) The purchase price for the Property shall be One Million Four
Hundred Thousand Dollars ($1,400,000), payable by the City by wire transfer or in certified
funds at Closing.
(b) Closing shall occur 30 days after exercise of the Purchase Option
or the Put Option, or earlier upon ten (10) days' prior written notice from the City.
(c) Title to the Property shall be conveyed by statutory warranty deed,
free and clear of all liens and encumbrances except (i) nondelinquent taxes and assessments, (ii)
the exceptions to title reflected in the Commitment for Title Insurance issued by Transnation
Title Insurance Company, Order No.868492, effective April 26, 1999, and all supplements
thereto issued prior to the date of this Agreement, and (ii) such exceptions as may have been
expressly approved in writing by the City.
The other terms of the sale shall be governed by the provisions of Sections 6 (as to the type
of title policy to be provided at Closing), 7(a), (b), (c) and (d), 8, 9, 10, 10, 11(a), (b), (c), (d), (e)
and (f) and 14 through 27 of that certain Property Transfer Agreement between McConkey and the
City dated July 19, 1999, which is incorporated herein by this reference.
5. Access. At any time from and after McConkey's acquisition of the Property, the
City shall have the right to access the Property to conduct such studies, tests, surveys or other
investigations as the City may desire, provided that the City agrees to indemnify, defend and
50109962.02
4
hold McConkey harmless from all claims, costs and liabilities relating to personal injury or
property damage arising out of the City's entry onto the Property.
6. Negotiation and Construction. This Agreement and each of the terms and
provisions hereof are deemed to have been explicitly negotiated between the parties, and the
language in all parts of this Agreement shall, in all cases, be construed according to its fair
meaning and not strictly for or against either party.
7. Successors and Assigns. City shall not assign this Agreement without
McConkey's prior written consent, which shall not be unreasonably withheld. This Agreement
shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors, heirs, administrators and assigns.
8. Breach. Remedy. In the event either party defaults or fails to perform its
covenants or obligations hereunder, the aggrieved party may seek any and all remedies available
at law or in equity, including, without limitation, specific performance.
9. Entire Agreement. This Agreement, together with the agreements entered into
between the parties simultaneously herewith, contains the entire understanding between the
parties and supersedes any prior agreements between them respecting the subject matter hereof.
There are no other representations, agreements, arrangements or understandings, oral or written,
between the parties relating to the subject matter of this Agreement.
10. Amendments. This Agreement may be amended or modified only by a written
instrument executed by the party asserted to be bound thereby.
11. Counternarts. This Agreement may be executed in several counterparts, which
shall be treated as originals for all purposes, and all counterparts so executed shall constitute one
agreement, binding on all the parties hereto, notwithstanding that all the parties are not signatory
to the original or to the same counterpart. Any such counterpart shall be admissible into
evidence as an original hereof against the person who executed it.
50109962.02
5
ATTEST:
By
Exhibits
Exhibit A
50109962.02
Signed, sealed and delivered as of the day and year set forth above.
Property Description
McCONKEY ENTERPRISES, a Washington sole
proprietorship
6
B tv/,— l„) )fY�C" C
Y
Frederick W. McConkey, Owner
CITY OF TUKWILA, a Washington municipal
corporation
By LL
Title()
STATE OF WASHINGTON
ss.
COUNTY OF KING
I certify that I know or have satisfactory evidence that FREDERICK W. McCONKEY is the
person who appeared before me, and said person acknowledged that said person signed this
instrument, on oath stated that said person was authorized to execute the instrument and
acknowledged it as the owner of McConkey Enterprises, a sole proprietorship that executed the
within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary
act of such proprietorship for the uses and purposes mentioned in the instrument, and on oath stated
that said individual was authorized to execute said instrument.
50109962.02
Dated this 15th day of July, 1999.
0444-n1 thu
(Signature of Notary)
Marc R. Greenough
(Legibly Print or Stamp Name of Notary)
Notary public in and for the state of Washington,
residing at Seattle
My appointment expires September 9. 2001
7
STATE OF WASHINGTON
COUNTY OF KING
50109962.02
Dated this iq day of
ss.
I certify that I know or have satisfactory evidence that JOHN W. RANTS is the person who
appeared before me, and said person acknowledged that said person signed this instrument, on oath
stated that said person was authorized to execute the instrument and acknowledged it as the
MAYOR of the City of Tukwila, Washington, the municipal corporation that executed the within
and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act of
such city for the uses and purposes mentioned in the instrument, and on oath stated that said
individual was authorized to execute said instrument.
1999.
fa hf Cat <IA
(Signature of Notary)
Robe N- L r
(Legibly Print or Stamp Name of Notary)
Notary public A in and for the state of Washington,
residing at C C fl'
My appointment expires 5. Ci
8
STATE OF WASHINGTON
COUNTY OF KING
I certify that I know or have satisfactory evidence that JANE E. CANTU is the person who
appeared before me, and said person acknowledged that said person signed this instrument, on oath
stated that said person was authorized to execute the instrument and acknowledged it as the CITY
CLERK of the City of Tukwila, Washington, the municipal corporation that executed the within and
foregoing instrument, and acknowledged the said instrument to be the free and voluntary act of such
city for the uses and purposes mentioned in the instrument, and on oath stated that said individual
was authorized to execute said instrument.
50109962.02
Dated this
day of 1999.
i-eAf
ss.
(Signature of Notary)
Roles H. Pi<E
(Legibly Print or Stamp Name of Notary)
Notary public }i and for the state of Washington,
residing at AVItY1a
My appointment expires 5 (7. "/3
9
EXHIBIT A
PROPERTY DESCRIPTION
THE NORTH 185.90 FEET OF THE SOUTH 430.9 FEET OF THE WEST 505 FEET OF THE
EAST 1,031 FEET OF THE SOUTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 15,
TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., LYING EASTERLY OF WASHINGTON
STATE HIGHWAY NO. 1 (PACIFIC HIGHWAY SOUTH);
SITUATE IN THE CITY OF TUKWILA, COUNTY OF KING, STATE OF WASHINGTON.
5010996202
MALFAIT
Real Estate Purchase and Sale Agreement made as of July 22, 1998, by and between
Leon T. Malfait, a single man, as Seller, and McConkey Enterprises and/or assigns, a sole
proprietorship, as Purchaser, as amended December 9, 1998, December 14, 1998,
February 25, 1999, March 29, 1999, April 28, 1999, June 1, 1999, June 23, 1999 and July
7, 1999.
MOYER
Real Estate Purchase and Sale Agreement made as of August 1, 1998, by and between
Joseph and Georgia Moyer, husband and wife, as Seller, and McConkey Enterprises
and/or assigns, a sole proprietorship, as Purchaser, as amended November 18, 1998,
December 14, 1998 and February 25, 1999.
SWAFFORD
Real Estate Purchase and Sale Agreement made as of January 29, 1999, by and between
Richard and Vickie Swafford, husband and wife, as Seller, and McConkey Enterprises
and/or assigns, a sole proprietorship, as Purchaser, as amended May 6, 1999 and June 1,
1999.
MARTIN
HENNUM
50111188.01
EXHIBIT A
LIST OF OPTION AGREEMENTS
Real Estate Purchase and Sale Agreement made as of September 24, 1998, by and
between Marvin E. Martin, as Seller, and McConkey Enterprises and/or assigns, a sole
proprietorship, as Purchaser, as amended November 18, 1998, December 14, 1998,
January 28, 1999, February 25, 1999 and May 13, 1999.
Real Estate Purchase and Sale Agreement made as of December 3, 1998, by and between
Ken Hennum, as Seller, and McConkey Enterprises and/or assigns, a sole proprietorship,
as Purchaser, as amended December 14, 1998, January 28, 1999 and February 25, 1999.