HomeMy WebLinkAbout17-200 - Suzanne A Palmer - Real Estate Purchase and Sale AgreementAuthentisign ID: 3DFD8DCE-5178.42D4-9A2F-2B68062A982E
ADDENDUM 4
TO REAL ESTATE PURCHASE AND SALE AGREEMENT
17-200(c)
Council Approval N/A
Addendum 4 is attached to Real Estate Purchase and Sale Agreement between "Buyer", City of
Tukwila, and "Seller", David Michael Palmer and Allan D. Loucks, as Co -Personal
Representatives of the estate of Suzanne A. Palmer, deceased, regarding the sale of Property
known as 13916 42" Avenue S, Tukwila, WA 98168, fully executed on November 21, 2017.
3. CONTINGENCIES
3.3 Approval: The Buyer has received all Environmental Site Assessment reports and
completed all required due diligence.
3.4 Removal of Contingencies: The Buyer removes all contingencies as of February 22,
2018.
All other terms and conditions remain unchanged.
Escrow has been notified to proceed to closing as soon as possible.
Initials: Buyer
Date
[ae] 03/02/2018
k3 Pi Seller Date
09) 1 03/02/2018
Authentistgn ID: A0833EDC-C246.4357.9836-9096AB48A9EB
17-200(b)
'Contract Approval N/A
ADDENDUM 3
TO REAL ESTATE PURCHASE AND SALE AGREEMENT
Addendum 3 is attached to Real Estate Purchase and Sale Agreement between "Buyer", City of
Tukwila, and "Seller", David Michael Palmer and Allan D. Loucks, as Co -Personal
Representatives of the estate of Suzanne A. Palmer, deceased, regarding the sale of Property
known as 13916 42nd Avenue S, Tukwila, WA 98168, fully executed on November 21, 2017.
3. CONTINGENCIES
3.4 Contingency approval period of Phase I Environmental Site Assessment report is
extended to March 8, 2018.
All other terms and conditions remain unchanged.
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Authentisign ID: A0833EDC-C246-4357-9836-9096AB48A9EB
17-200(a) -
Contract Approval N/A___"
ADDENDUM 2
TO REAL ESTATE PURCHASE AND SALE AGREEMENT
Addendum 2 is attached to Real Estate Purchase and Sale Agreement between "Buyer", City of
Tukwila, and "Seller", David Michael Palmer and Allan D. Loucks, as Co -Personal
Representatives of the estate of Suzanne A. Palmer, deceased, regarding the sale of Property
known as 13916 42nd Avenue S, Tukwila, WA 98168, fully executed on November 21, 2017.
3. CONTINGENCIES
3.2 Written confirmation stating "On parcel 152304-9263 there will be no back taxes when
the sale is completed to the City of Tukwila" has been satisfied. Confirmation was received via
email on December 6, 2017 from Debra Clark, Current Use Specialist with King County
Department of Assessments.
All other terms and conditions remain unchanged.
Initials: Buyer
Date
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1�5 / /$ Seller
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4uthentisign ID: 59862334-3C22-4F36-9F2C-3C9F5E37A447
COPY
17-200
Contract Approval 11/20/17
REAL ESTATE PURCHASE AND SALE AGREEMENT
This Agreement is made as of the date this instrument is fully executed by and between
David Michael Palmer and Allan D. Loucks, as Co -Personal Representatives of the estate
of Suzanne A. Palmer, deceased and not in their individual capacities ("Seller"), and the
City of Tukwila, a Washington State municipal corporation ("Buyer"), for purchase and
sale of that certain real property situated in King County, Washington, described on Exhibit
"A", hereinafter referred to as the "Property".
In lieu of condemnation and under the threat of condemnation, Seller has agreed to sell and
Buyer has agreed to purchase, the Property on terms and conditions described herein.
1. PURCHASE PRICE: The total purchase price is EIGHT HUNDRED EIGHTY
THOUSAND AND No/100 Dollars ($880,000.00) ("Purchase Price"). The Purchase
Price is payable at closing in cash.
2. TITLE:
2.1 Deed: At closing, Seller will execute and deliver to Buyer a Personal
Representative Deed conveying and warranting good and marketable title to the Property
free and clear of all defects or encumbrances except for the lien of real estate taxes and
drainage service charges not yet due and payable and those defects and/or encumbrances
(if any) identified on Exhibit "B" (collectively, "Permitted Exceptions").
2.2 Title Insurance: At closing, Buyer shall receive (at Buyer's expense) an owner's
Standard ALTA policy of title insurance, dated as of the closing date and insuring Buyer
in the amount of the Purchase Price against loss or damage by reason of defect in Buyer's
title to the Property subject only to the printed exclusions appearing in the policy form and
any Permitted Exceptions.
3. CONTINGENCIES:
3.1 Approval: Closing is subject to receiving approval by Tukwila's City Council to
acquire the Property.
3.2 Approval: Closing is subject to written confirmation by King County Assessor,
that no additional real estate taxes will be due at closing because of the sale to City of
Tukwila. Buyer has authorized its right to exercise the power of eminent domain. Buyer
and Seller believe that RCW 84.34.108 Removal of classification—Factors—Notice of
continuance—Additional tax—Lien—Delinquencies—Exemptions, applies to this
transaction. The exemption states:
(6) The additional tax, applicable interest, and penalty specified in subsection (4) of this
section may not be imposed if the removal of classification pursuant to subsection (1) of
this section resulted solely from: b)(i) A taking through the exercise of the power of
Parcel No. 152304-9263-05
of 2 6(-I C na(d.
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eminent domain, or (ii) sale or transfer to an entity having the power of eminent domain in
anticipation of the exercise of such power, said entity having manifested its intent in writing
or by other official action.
3.3 Approval: Closing is subject to completing a Phase I Environmental Site
Assessment report. By signing this Real Estate Purchase and Sale Agreement, Seller grants
a Right of Entry to perform any and all required due diligence including the Environmental
Site Assessment.
3.4 Removal of Contingencies: Buyer shall have a period of 45 days from the date all
parties have signed this Agreement to remove all contingencies. Buyer may remove such
contingencies by sending written notice thereof to Seller pursuant to Paragraph 7 herein.
If the contingencies are not removed within this period, this Agreement shall be null and
void.
4. RISK OF LOSS: Seller will bear the risk of loss of or damage to the Property
prior to closing. In the event of such loss or damage to the Property, Seller shall promptly
notify Buyer thereof and Buyer may, in its sole discretion, terminate this Agreement by
giving notice of termination to the Seller.
5. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS:
Seller represents, warrants, and covenants to the Buyer at the date of execution of this
Agreement and the date of closing that:
5.1 Authority: Seller, and the person(s) signing on behalf of Seller, has full power and
authority to execute this Agreement and perform Seller's obligations, and if Seller is a
corporation, all necessary corporate action to authorize this transaction has been taken;
5.2 No Leases: The Property is not subject to any leases, tenancies or rights of persons
in possession.
5.3 No Material Defect: Seller is unaware of any material defect in the Property. The
Property is being sold in its present, as is condition and Seller will not remove any debris
presently located on the Property and/or that may be deposited on the Property by some
third party prior to closing.
5.4 Debris and Personal Property: Seller may remove, prior to closing, any personal
property presently located on the Property that belongs to the estate of Suzanne A Palmer
and/or David or Michael Palmer. Any such personal property that is not removed prior to
closing shall become the personal property of the Buyer. Any other personal property
located on the Property shall become the personal property of the Buyer at closing.
5.5 Contamination: Seller is not aware of the existence of any hazardous substance
located on the property. Seller has not received notice of any proceedings, claims, or
lawsuits arising out of its operations on the Property and, to the Seller's knowledge, the
property is not, nor has it ever been subject to the release of hazardous substances.
Parcel No. 152304-9263-05
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Authentisign ID: 59862334-3C22-4F36-9F2C-3C9F5E37A447
5.6 Fees and Commissions: Seller shall pay for any broker's or other commissions or
fees incurred by the Seller in connection with the sale of the Property and Seller shall
indemnify the City of Tukwila and hold Buyer harmless from all such claims for
commission and/or fees.
5.7 Indemnification: Seller agrees to indemnify, defend, and hold harmless Buyer, its
employees, agents, heirs and assigns, from and against any and all damage, claim, liability,
or loss, including reasonable attorney's and other fees, arising out of or in any way
connected to the breach of any representation or warranty contained herein. Such duty of
indemnification shall include, but not be limited to damage, liability, or loss pursuant to all
federal environmental laws, Washington State environmental laws, strict liability and
common law.
6. CLOSING:
6.1 Time for Closing: The sale will be closed in the office of the Closing Agent not
later than twenty one (21) days from the date all contingencies set forth in Paragraph 3
herein have been removed, or as soon thereafter as practicable.
Buyer and Seller shall deposit in escrow with the Closing Agent all instruments, documents
and moneys necessary to complete the sale in accordance with this Agreement. As used in
this Agreement, "closing" and "date of closing" means the date on which all appropriate
documents are recorded and proceeds of the sale are available for disbursement to Seller.
The Closing Agent shall be:
Stewart Title Company
1420 Fifth Avenue, Suite 440
Seattle, WA 98101
6.2 Prorations: Closing Costs: Seller will pay real property taxes prorated through
the date of closing. Buyer will pay the real estate excise tax, if any, premium for its owner's
title insurance policy, the cost of recording the Deed from the Seller, and the Closing
Agents escrow fees.
6.3 Possession: Buyer shall be entitled to possession of the Property at Closing.
7. NOTICES: Any notices required herein shall be given to the parties at the
addresses listed below:
TO SELLER:
David Michael Palmer
325 Thunderbird Ave
McAllen, TX 78504
Phone: 956-624-4474
Parcel No. 152304-9263-05
TO BUYER:
City of Tukwila
Attn: Rick Still
6200 Southcenter Blvd
Tukwila, WA 98188
Page 3 of 10
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Authentis'ign ID: 59862334-3C22-4F36-9F2C-3C9F5E37A447
Email: davidwho72@gmail.com Phone: 206-767-2344
Email: Rick.still@tukwilawa.gov
Allan D. Loucks
2837 34th Ave. West
Seattle, WA 98199
Phone: 206-622-3280
Email: louckslawfirm@comcast.net
8. GENERAL: This is the entire agreement of the Buyer and Seller with respect to
the Property and supersedes all prior or contemporaneous agreements between them,
written or oral. This Agreement may be modified only in writing, signed by Buyer and
Seller. Any waivers under this agreement must be in writing. A waiver of any right or
remedy in the event of a default will not constitute a waiver of such right or remedy in the
event of any subsequent default. This Agreement is for the benefit of, and binding upon,
Buyer and Seller and their heirs, personal representatives, successors and assigns. The
invalidity or unenforceability of any provision of this Agreement will not affect the
validity or enforceability of any other provision. Time is of the essence in this agreement.
9. WASTE; ALTERATION OF PROPERTY: Seller shall not commit waste on
the Property, nor shall Seller remove trees or other vegetation, coal, minerals or other
valuable materials nor shall Seller substantially alter the surface or subsurface of the
Property without the express written consent of Buyer.
There are several palm trees presently located on the Property that belongs to someone
other than the estate of Suzanne A. Palmer, Seller. The owner of said palm trees shall be
allowed to remove said palm trees from the Property at his/hers/its sole expense (without
damaging any property of the Buyer), if the palm trees are removed within 90 days of
closing. Buyer shall give access to the tree owner so that the palm trees can be removed.
Seller will identify the owner of the said palm trees at closing.
10. SURVIVAL OF WARRANTIES: The terms, covenants, representations and
warranties shall not merge in the deed of conveyance, but shall survive closing.
11. TERMINATION OF OFFER: This offer shall terminate if not accepted by Seller
on or before November 15, 2017.
BUYER:
By
Its
Date
City of Tukwila, a Washington State, a municipal Corporation.
i Kbe/, - r)I a-yor
Novrn Jc2rea,a/)
Parcel No. 152304-9263-05
Page 4 of 10 11/8/17
Authentisign ID: 59862334-3C22-4F36-9F2C-3C9F5E37A447
SELLER: The Heirs and Devisees of Suzanne A. Palmer, who also appears of record as
Suzanne Alice Palmer, deceased
CAuthentisiow
Dcwtd S'afinen ao arc fizecute%fax Sumcane `J'ainvat &tate 11/15/2017
Davitlilf4 ie?arh r, Co -Personal Representative of the Estate of
Suzanne A. Palmer, deceased, and not in his individual capacity
Authentisiow
La 11/15/2017
Allan d."t282°5,21affersonal Representative of the Estate of Suzanne A.
Palmer, deceased and not in his individual capacity
By
By
Date
EXHIBITS: Exhibit A, Property Legal Description
Exhibit B, Permitted Exception/Title Report
Parcel No. 152304-9263-05
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4uthentisign ID: 59862334-3C22-4F36-9F2C-3C9F5E37A447
STATE OF WASHINGTON
ss.
COUNTY OF KING
I certify that I know or have satisfactory evidence that IA (I t n E K. is
the person who appeared before me, and said person acknowledged that they signed this instrument,
on oath stated that they were authorized to execute the instrument and acknowledged it as the
IM 14'' of the City of Tukwila, a Washington State municipal
corporation, to be their free and voluntary act of such party for the uses and purposes mentioned in
the instrument.
DATED this c219 day of
KOVernb-e, , 2017
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Parcel No. 152304-9263-05
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Notary Public
-b0-'11. Artyvlbtel Dickwi
Printed Name
Residing at 1
My appointment expires i - 19 - i 9
Page 6 of 10 11/8/17
Authentisign ID: 59862334-3C22-4F36-9F2C-3C9F5E37A447
STATE OF TEXAS
COUNTY OF HILDALGO
I certify that I know or have satisfactory evidence that David Michael Palmer is the
person who appeared before me, and he acknowledged that he signed this instrument, on
oath stated that he was authorized to execute the instrument and acknowledged it as Co -
Representative of the Estate of Suzanne A Palmer, deceased, to be his free and voluntary
act of such party for the uses and purposes mentioned in this instrument.
DATED this day of , 2017
Notary Seal
Parcel No. 152304-9263-05
Notary Public
Printed Name
Residing at
My appointment expires
Page 7of10 11/8/17
Authentiiign ID: 59862334-3C22-4F36-9F2C-3C9F5E37A447
STATE OF WASHINGTON
COUNTY OF KING
ss.
I certify that I know or have satisfactory evidence that
Allan D. Loucks is the person who appeared before me, and he acknowledged that he
signed this instrument, on oath stated that he was authorized to execute the instrument and
acknowledged it as Co -Representative of the Estate of Suzanne A Palmer, deceased, to be
his free and voluntary act of such party for the uses and purposes mentioned in this
instrument.
DATED this day of , 2017
Notary Seal
Parcel No. 152304-9263-05
Notary Public
Printed Name
Residing at
My appointment expires
Page 8 of l0 11/8/17
\uthentisignID: 59862334.3C22.4F36-9F2C-3C9F5E37A447
EXHIBIT "A"
PROPERTY LEGAL DESCRIPTION
That portion of Section 15, Township 23 North, Range 4 East, W. M., in King County,
Washington, described as follows:
The West 304.44 feet of the South 277 feet of Government Lot 2 in the Southeast Quarter
of said Section
15;
Except the North 81 feet of the West 106.44 feet thereof;
And except the South 16 feet of the East 86.44 feet of the West 106.44 feet;
And except county road;
Together with that portion of vacated South 139th Street which, upon vacation, attached
to said property by operation of law.
Situate in the County of King, State of Washington.
Parcel No. 152304-9263-05
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Authentisign ID: 59862334-3C22-4F36.9F2C-3C9F5E37A447
EXHIBIT "B"
PERMITTED EXCEPTIONS/TITLE REPORT
Those special exceptions listed on Stewart Title Guaranty Company Report
#17000200748 dated July 10, 2017, and any supplements thereto (which Title Report and
Supplements are incorporated into this Agreement by this reference) numbered 9, 23, 24.
Parcel No. 152304-9263-05
Page IO of IO 11/8/17
ADDENDUM 1
TO REAL ESTATE PURCHASE AND SALE AGREEMENT
Addendum 1 is attached to Real Estate Purchase and Sale Agreement between "Buyer", City of
Tukwila, and "Seller", David Michael Palmer and Allan D. Loucks, as Co -Personal
Representatives of the estate of Suzanne A. Palmer, deceased, regarding the sale of Property
known as 13916 42" Avenue S, Tukwila, WA 98168, executed on November 15, 2017.
3. CONTINGENCIES
3.1 Approval by Tukwila's City Council to acquire the Property is hereby satisfied as of
November 21, 2017.
All other terms and conditions remain unchanged.
Initials: Buyer L / Date ((- 21-(0 Seller Date
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