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HomeMy WebLinkAbout15-143 - Sahiba LLC - Purchase and Sale Agreement15 -143 Council Approval 7/20/15 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (the "Agreement ") is entered into by and between Sahiba, LLC, as Seller, and the City of Tukwila, a Washington State Municipal Corporation, as Buyer. AGREEMENT FOR AND IN CONSIDERATION of the mutual promises and covenants contained herein, the sufficiency of which is unconditionally acknowledged by Seller and Buyer, the parties hereto agree as follows: 1. The Property. Seller agrees to sell and Buyer agrees to purchase from Seller the property located at 14452 Tukwila International Boulevard, Tukwila, WA (the "Property" or the "Site "), and legally described on Exhibit A hereto, on the terms, covenants, and conditions set forth herein: 2. Purchase Price and Payment. The total purchase price is Three Hundred Eighty Eight Thousand, Eight Hundred Seventy Five Dollars ($388,875.00) (the "Purchase Price "), which includes Three Thousand Dollars ($3,000.00) for relocation assistance provided pursuant to RCW 35.81.070 and that is payable as follows: Nineteen Thousand Five Hundred Dollars ($19,500.00) Earnest Money to be deposited with First American Title Insurance Company's Escrow Department upon execution of this Agreement by both parties, with the balance of the Purchase Price to be deposited in Escrow at Closing. 3. Contingencies. This Agreement and the obligations of Buyer hereunder are contingent upon satisfaction or written waiver of all of the conditions as hereinafter set forth. (a) Period of Examination. For a period of Forty -five (45) days from Buyer's receipt of a mutually executed copy of this Agreement (the "Period of Examination "), Buyer may examine the Property and conduct such studies of the Property as Buyer shall deem necessary, which shall be conducted at Buyer's sole cost, and which investigations shall include, without limitation, the suitability (economic or otherwise) of the Property in Buyer's sole discretion of the Property for Buyer's intended purposes. Within Fifteen (15) days from mutual execution of this Agreement the Seller, at its expense, shall deliver or cause to be delivered to Buyer true and correct copies of all documents, instruments, and materials relating to the Property including but not limited to any existing surveys, soils reports, and all other leases, contracts, documents, instruments or papers of significance to the Property or which might assist Buyer with its examination of the Property. (i) Notice of Acceptance. By or before the close of the Period of Examination, Buyer shall provide Seller with written notice of Buyer's intent to purchase the Property or terminate this Agreement (the "Notice of Acceptance "). Failure to provide such written Notice of Acceptance as required herein shall be conclusively deemed waiver by Buyer of its right -,,to ) ei Purchase and Sale Agreement City of Tukwila Page 2 purchase the Property and this Agreement shall immediately become null and void. (ii) Right of Entry. Buyer, its agents and its contractors, shall be entitled to reasonable access to the Property at any time during the Period of Examination and, if Buyer decides to purchase the Property, prior to closing, to conduct its studies. Buyer may disturb the Property as may be required for its tests and studies on condition that to the extent possible such tests and studies shall be nondestructive. Buyer shall indemnify and hold Seller harmless from any liability arising out of Buyer's negligent performance of such tests and studies. However, it is specifically agreed that Buyer shall not be responsible for any cleanup costs, claims, liabilities, or obligations relating to any hazardous waste contamination at the Property that Buyer may uncover during its pre - closing inspections, and Sellers shall indemnify and hold Buyer harmless from any such costs, claims, liabilities, or obligations. The obligations set forth in this section shall survive expiration or termination of this Agreement. (b) Seller's Warranties. The continuing truth and correctness of Seller's representations and warranties contained in this Agreement, and the timely performance by Seller of Seller's covenants, and delivery by Seller to Buyer of all documents or instruments required hereunder. (c) Title and Survey. Buyer's acceptance of title and the survey pursuant to section 5 of this Agreement. Buyer, at any time or times on or before Closing, at its sole election, in order to close, may waive any of the conditions to its obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by Buyer and delivered to Seller. 5. Title. (a) Title Commitment. Buyer shall, at Buyer's sole cost and within five (5) days of the mutual execution of this Agreement, order a Preliminary Title Report from First American Title Insurance Company, to be delivered directly to Buyer (the "Report"), for the Property together with copies of all documents supporting exceptions (the "Exceptions ") set forth in the Report. Buyer may, at Buyer's sole cost and expense, order an ALTA survey of the Property, certified to Buyer and Title Company, having all corners marked and all other easements and utilities delineated in the Survey (the "Survey "). After execution of this Agreement, Seller shall not alter the condition of title except as to remove any defects of title. (b) Title Exceptions. Buyer shall have thirty (30) calendar days from receipt of the Report and any Survey within which to give written notice to Seller of Buyer's disapproval of any Special Exceptions. For purposes of this Agreement, "Special Exceptions" means the special exceptions to title set forth in the Preliminary Title Commitment or the Survey, which relate to restrictions, conditions, defects or other matters, which would interfere with Buyer's intended use of the Property. The written notice shall state with specificity those Special Exceptions to which objection is being made. Buyer's Purchase and Sale Agreement City of Tukwila Page 3 failure to specifically enumerate such Special Exceptions within such written notice or Buyer's failure to provide such written notice shall be conclusively deemed Buyer's waiver and /or approval of all Special Exceptions. Buyer hereby approves those standard exceptions commonly and ordinarily found in commitments or title binders for standard coverage fee owner policies. (c) Seller's Cure of Objections. Seller shall have until closing to cure such objections to Special Exceptions or have the Special Exceptions waived or removed by the Title Company issuing the commitment. If, within such period, Seller fails to cure and /or have waived such objections to Special Exceptions, or within such period Seller delivers written notice to Buyer that it will not so cure, then, within ten (10) days from the delivery of such notice or the end of the period for cure, whichever is first, Buyer shall have the option to: (i) Agree in writing to extend the period of time in which Seller may cure such Objections and /or Exceptions; or (ii) Purchase the Property subject to such objections to Special Exceptions with no diminution in the Purchase Price; or (iii) Terminate this Agreement, in which event all sums paid or deposited by Buyer shall be returned to Buyer. Buyer's failure to respond to Seller in writing shall be conclusively deemed an election of its right to terminate this Agreement. (d) Condition of Title. Seller covenants to convey the Property in a condition to be insured by First American Title Insurance Company, (hereinafter "Title Company ") as hereinafter provided. Closing shall be conditioned upon the Title Company issuing or committing to issue to Buyer a Washington Land Title Association standard or extended form of Owner's Policy of Title Insurance in the amount of the Purchase Price insuring a fee interest in the Property to the Buyer free and clear of all matters except Special Exceptions permitted or waived by Buyer, the lien of current real property taxes not yet due and payable, and those matters excluded from coverage by the printed exceptions and exclusions in the form of title insurance policy required herein. 6. Closing. (a) Escrow. Closing this Purchase and Sale Agreement shall occur through an escrow (the "Escrow ") with the Title Company when the Title Company is in a position to issue the Title Policy and all documents and funds have been deposited with the Title Company. (b) Closing Date. The Closing Date shall be on September 15, 2015 if Buyer provides Seller with Notice of Acceptance as set forth in Section 4(c) herein. (c) Deposit of Closing Documents. (i) Seller. On or before the Date of Close of Escrow, Seller shall duly execute and deposit into Escrow with Closing Agent: Purchase and Sale Agreement City of Tukwila Page 4 (A) A Statutory Warranty Deed (the "Deed "), in form and substance acceptable to Buyer for the Property together with an accompanying Real Estate Excise Tax Affidavit; and (B) Such assignments, bill of sale, and /or other transfer instruments, in form and substance acceptable to Buyer, sufficient to transfer to Buyer all of Seller's right title and interest in any and all leases contracts, licenses, or other documents or instruments relating to the Property. (C) An Affidavit of Non- Foreign Status required by Title Company in connection with section 1445(e) of the Internal Revenue Code. (ii) Buyer. On or before the Date of Close of Escrow, Buyer shall deposit the following: (A) Three Hundred Eighty Eight Thousand, Eight Hundred Seventy Five Dollars ($388,875.00), constituting the Purchase Price, less Earnest Money already deposited with Escrow. (B) Additional cash in an amount necessary to pay closing costs, title insurance, and prorations set forth herein. (d) Closing Costs and Prorations. At Closing, Seller shall pay all prorated real property taxes due and payable and brokerage commissions. Buyer shall pay all other closing expenses, including Escrow fees and charges, title insurance, and the cost of recording the Deed. All property taxes, and utilities, shall be prorated between Seller and Buyer as of Closing. The real property taxes shall be prorated using the most recent tax information available. The utilities shall be prorated by the parties outside of Escrow. (e) Procedure. Closing Agent shall close Escrow as follows: (i) Prepare a Real Estate Excise Tax Affidavit showing that the sale of the Property is to a governmental entity "made under threat of or exercise of eminent domain ", and record the Deed with instructions for the county recorder to deliver the Deed to the Buyer; and (ii) Pay the Purchase Price to Seller, reduced pro- rations, and any existing encumbrances and /or liens in order to provide clear title to the Buyer; and (iii) Deliver the executed Affidavit of Non - Foreign Status to Buyer; and (iv) Forward to Buyer and Seller, in duplicate, a separate accounting of all funds received and disbursed for each party and Purchase and Sale Agreement City of Tukwila Page 5 copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date endorsed thereon. (f) Incorporation of Escrow Instructions. This Agreement shall serve as escrow instructions, and an executed copy of this Agreement shall be deposited by Buyer with Closing Agent following execution hereof. The parties may execute additional escrow instructions, provided such additional instructions do not change the terms of this Agreement. 7. Possession. Buyer is entitled to possession of the Property on the date of closing. 8. Seller's Warranties. Seller represents and warrants the following to Buyer: (a) Seller has the power, right, and authority to make this Agreement with Buyer; (b) Seller is not in default and will not during the term of this Agreement default or permit a default to exist on any of its obligations under any real estate contract, lease, mortgage, or deed of trust affecting any portion of the Property; (c) Seller is and shall be entitled to terminate on or before the date of closing and without breach of any agreement the rights of all parties who are not a party to this Agreement and who are entitled to possession of any part of the Property; (d) Seller has good and marketable title to all of the Property; (e) There are no pending zoning changes of the Property or any change to any easements or utilities relating to the Property; (f) There are no material defects in the Property; (g) All persons and corporations supplying labor, materials, and equipment to the Property have been paid and there are no claims of liens; (h) There are no current assessments for public improvements against the Property or any local improvement district or other taxing authority having jurisdiction over the Property in the process of formation; (i) the Property; and The property has legal access to all streets adjoining (j) There are no claims, defects, or boundary disputes affecting the Property; and no person claims any right to possession or occupancy to the Property or any portion thereof adverse to Seller. Purchase and Sale Agreement City of Tukwila Page 6 The warranties and representations set forth in this section will be deemed to have been made again, on the Date of Closing, and will continue to be true, complete, and correct as of the Closing. 9. Hazardous Material Provisions. (a) Definition. The term "hazardous waste or materials or substances" as used in this Agreement is used in its very broadest sense and includes, but is not limited to, materials and substances designated as hazardous under any federal, state, or local act or ordinance. (b) Seller's Representations. Seller represents that it has not received notification of any kind from any agency suggesting that the Property is or may be targeted as a Superfund or clean up site. Seller represents that, Seller does not keep, use, or dispose of, and Seller has not permitted anyone else to keep, use, or dispose of, whether permanently or temporarily, on the Property, any hazardous waste or materials or substances, and has no reason to believe or suspect that Seller or any other person or entity has kept, used, or disposed of, either temporarily or permanently, any hazardous waste or materials or substances on the Property. Except as set forth below in section 9(c), Seller represents that Seller has not conducted any test or studies to specifically determine whether any hazardous waste or materials or substances existed on the Property prior to Seller's ownership or as of the date of this Agreement. (c) Fuel Tanks on the Property. If Sellers or Buyer has determined that various tanks and soil and /or ground water contamination are in existence below ground level on the Property, Sellers agree, at their sole cost and expense, to remove the tanks and provide for all associated remediation of any and all contaminated soils caused by the tanks or any other source to the satisfaction of Buyer and to a level which is acceptable to the appropriate regulating agency which is responsible for such matters. The work shall be completed prior to closing. Sellers shall diligently pursue the completion of such removal of such tanks and the remediation of any soil or ground water contamination. Sellers agree to comply with all applicable laws, statutes, rules, regulations, and ordinances in completing its work under this section. In the event Sellers refuse to perform such removal and remediation, Buyer may terminate this Agreement, in which event all sums paid or deposited by the Buyer shall be returned to the Buyer. (d) If during the Period of Examination hazardous contaminants are found, Buyer shall determine the cost of the remediation of hazardous contaminants on the Property. If Buyer determines that the cost of such remediation is TWENTY THOUSAND AND NO /100 DOLLARS ($20,000) OR LESS, Buyer shall be responsible for cleanup and this sale shall close. If Buyer determines that such cost of cleanup exceeds TWENTY THOUSAND AND NO /100 DOLLARS ($20,000) Buyer may, at Buyers option, terminate this Agreement and the Earnest Money shall be returned to Buyer. Purchase and Sale Agreement City of Tukwila Page 7 10. Remedies. (a) Seller's Default. In the event Seller defaults in fulfilling its obligations under this Agreement, Buyer shall be entitled to all remedies at law or equity including without limitation the right to enforce specific performance of this Agreement against Seller. (b) Buyer's Default. In the event Buyer fails, without legal excuse, to complete the purchase, or otherwise defaults under the terms of this Agreement, the Deposit shall be forfeited to the Seller as the sole and exclusive remedy available to the Seller for such failure and default. 11. Eminent Domain. Buyer confirms that in the event Seller fails or declines to execute this Purchase and Sale Agreement, it will be the intention of Buyer to exercise its rights under the laws of the State of Washington to acquire the Property by eminent domain. 12. Risk of Loss; Insurance. Risk of loss of or damage to the Property shall be borne by Seller until the date of closing. Thereafter, Buyer shall bear the risk of loss. In the event of material loss of or damage to the Property prior to the date of closing, Seller shall not be obligated to restore the Property nor pay damages to Buyer by reason of such loss or damage, and Buyer may terminate this Agreement by giving notice of such termination to Seller and Closing Agent, and such termination shall be effective and the Deposit shall be refunded ten (10) days thereafter; provided, however, that Buyer may elect to purchase the Property in the condition existing on the date of closing and on closing Seller shall assign to Buyer the proceeds of any policy of insurance carried by or for the benefit of Seller covering any Toss or damage to the Property occurring after the date hereof and prior to the closing date. Seller will submit an insurance claim and use its best efforts to obtain insurance proceeds. On closing Seller will pay to Buyer, outside of escrow, the entire amount of insurance proceeds received prior to closing from such claim. 13. Notices. Except as specifically set forth herein, 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 first class, postage prepaid and addressed as follows: (a) Seller's Addresses: Sahiba, LLC 14452 Tukwila International Boulevard Tukwila, WA 98168 (b) Buyer's Address: City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Purchase and Sale Agreement City of Tukwila Page 8 The foregoing addresses may be changed by written notices to the other party as provided herein. 14. contained. Time. Time is of the essence in every provision herein 15. Seller's Period of Acceptance. Seller shall have fourteen (14) days from the date of delivery of this instrument to Seller's Agent to accept this offer by written signature. In the event Seller does not accept this offer within the 14 -day period, the offer will be considered withdrawn, and this Agreement will be null and void. Buyer, and only Buyer, may waive this 14 -day limitation. 16. Binding Agreement. This Agreement shall inure to the benefit of and be binding upon the heirs, personal representative, successors, and assigns of the parties hereto. 17. Attorneys' Fees. In the event of any litigation regarding the rights and obligations of the parties under this Agreement, the prevailing party shall recover its costs and attorneys' fees, including such costs and attorneys' fees for appeals. 18. Survival of Warranties. The terms, covenants, warranties, and representations contained in this Agreement shall not merge with the deed of conveyance, but shall continue and survive closing. 19. Entire Agreement. This Agreement contains the entire understanding between the parties and supersedes any prior understandings and agreements between them regarding the subject matter hereof. There are no other representations, agreements, or understandings, oral or written, between the parties hereto 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. 20. Seller's Covenants Pending Closing. Seller covenants for the benefit of and agrees with Buyer that, pending Closing, Seller shall not do or permit to be done any of the following other than in the ordinary course or operation of the Property and without in each case securing Buyer's prior written consent, which consent shall not be withheld unreasonably; enter into any lease or rental agreement for the Property; make any agreements or commitments relating to the maintenance, repair, replacement or operation of the Property for a period extending beyond Closing; or commence or continue any construction affecting the improvements other than ordinary maintenance and repair. Seller shall cooperate with Buyer in all matters relating to Buyer's intended use of the Property. IN WITNESS WHEREOF, the parties hereto have executed one or more copies of this Agreement to be effective on the date of final signature. Purchase and Sale Agreement City of Tukwila Page 9 SELLER: Sahiba LLC. Signed: 11)/(H.)-7' 044 / Ar)i/df Its: v / f;.rF1U Date: ---7/Z,yl Signed: e., inde ,�2eer�Y By: 42U P (M E R .ft c)12- Its: d «tie C R Date:f BUYER: City of Tukwila 9/ Signed: By: Its: ATTEST: City Cler APPROVED AS TO FORM: City Attorney Purchase and Sale Agreement City of Tukwila Page 10 EXHIBIT A Legal Description PARCEL A: TAX PARCEL NUMBER: 004000 -0253 SITE ADDRESS: 14452 TUKWILA INTERNATIONAL BOULEVARD, TUKWILA, WA 98188 THE SOUTH 40 FEET OF THE NORTH 210 FEET OF LOTS 24 AND 25, BLOCK 2, ADAMS HOME TRACTS, ACCORDING TO THE PLAT RECORDED IN VOLUME 11 OF PLATS, PAGE 31, IN KING COUNTY, WASHINGTON EXCEPT THAT PORTION THEREOF CONVEYED TO THE STATE OF WASHINGTON FOR HIGHWAY BY DEED RECORDED UNDER RECORDING NUMBER 2014228. PARCEL B: TAX PARCEL NUMBER: 004000 -0255 SITE ADDRESS: S 146TH ST., TUKWILA, WA 98188 THE EAST 10 FEET OF LOT 24, BLOCK 2, ADAMS HOME TRACTS, ACCORDING TO THE PLAT RECORDED IN VOLUME 11 OF PLATS, PAGE 31, IN KING COUNTY, WASHINGTON; EXCEPT THE NORTH 210 FEET THEREOF. Purchase and Sale Agreement City of Tukwila Page 11 Location Map RIGHT OF ENTRY AGREEMENT Sam Smoke Shop Tax Parcel Number: 004000 -0253 and 004000 -0255 Property Address: 14452 Tukwila International Boulevard, Tukwila, WA THE GRANTOR(S), Sahiba LLC, a Washington Limited Liability Company, does hereby give permission to the City of Tukwila, a Washington State Municipal Corporation, to conduct environmental studies on our property located at 14452 Tukwila International Boulevard (the "Property "), beginning no sooner than June 29, 2015 and no later than September 31, 2015. This Right of Entry is subject to the following conditions: 1. The City shall provide Grantor with no less than 48 hours advance e-mail notice of its intent to access the Property. The notice shall include (i) the date, time and purpose of the intended visit, and (ii) the name and phone numbers of the companies / individuals who will be visiting the Property. E -mail notice to Grantor shall be delivered to Sukhjit Minhas at sukh0912 @yahoo.com. 2. The City shall not access space occupied by a tenant without first obtaining the consent of the tenant. 3. The City shall not perform any drilling, or conduct any other invasive activity on the Property, without the further written consent of Grantor which consent may, in Grantor's sole discretion, be withheld. 4. All references to the City herein, shall also be deemed to include, the City's employees, contractors, agents, and other representatives. It is further understood and agreed that the City of Tukwila agrees to indemnify and hold the Grantor harmless from all claims and causes of action for damages to property or personal injury arising out of the exercise by the City of the rights herein granted. The Grantor's site will be left in the same condition as when this Right of Entry Agreement is executed. This permission is temporary only for the above purpose and will terminate on September 31, 2015 unless extended in writing by all parties. DATED this , day of JU4J t , 20 /.r . Grantor: Sahiba, LLC By: Printed Name: -(70/0/J a..1. /1,,vli e Its: 0tJ ijf "%� 1 City of Tukwila By: ` k - 1 Prin • ame: J i'�r Title: M Date: 49-� 2 Approved as to Form: Printed Name: Tk.4 Title: City Attorney