HomeMy WebLinkAbout18-110 - Rebecca Darlene Taube / Jerry Dean Wilke - Purchase and Sale Agreement18-110
Council Approval N/A
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement ("Agreoxnent") is entered into by and between the City of
Tukwila, a municipal corporation operating under the laws of the State of Washington as a non -charter code
city ("Purchaser"), and Rebecca Darlene Taube&Jerry Dean Wilke, a married couple ("Seller").
1, Definitions. The following capitalized banne in this Agreement shall have the following
1'1� "Closing Date" means the date which is thirty (30) days after the expiration of
the Contingency Review Period, as the same may be extended pursuant to Section 10.
12 "Contingency Review Period" means the period commencing on the Effective
Date and ending on the date which is ninety (DO) days after the Effective Date as the name may be
extended pursuant toSection 7
13. "Depos/"nr"Qepoa/ts"means aninitial amount of$4.0OO.UO. plus any other
amounts designated as a Deposit or Deposits in this Agreement.
1.4. "Effective Date" means the date that copy of this Agreement, fully executed
by Purchaser and Seller, is delivered to both Purchaser and Seller.
1.5 ^Gscnom/ Agent" means First American Title Insurance Company National
Commercial Services Division 818 Stewart Street, Suite 800, Seattle, WA 98101.
1.8. " means all buildings and improvements located upon the Land
onthe Effective Date, along with all fixtures, all accessions and additions thereto.
17. "Intangible Property" means all right, title and interest ofSeller in and to all
intangible property owned or held for use in connection with the Property, to the extent assignable, including
but not limited to, air rights, water rights, pemnite, development rights, approvals, licenses, warrandes, and
plans and specifications.
1,8 "Land" means that certain real property bcohad at Parcel #1523049029. in the
City of Tukwila, King County, VVaahington, legally described on Exhibit A. together with any and all hghte,
eaaemenhy, and appurtenances pertaining thereto, including any hght, title and interest ofSeller in and to
adjacent streets, e|kaym. or rights -of -way,
1.9. "Personal Property" means Seller's interest in all of the fumiture, fixtures,
fitdnge, oppanahuo, equipment, machinery, and other hems of tangible and intangible personal property and
replacements theneof, if any, affixed or attached to or used in connection with the operation, mmin0enenoe,
or management of the |mpnovementn, including but not limited to, all permits, warranties, |icensee,
sweepers, cleaning supplies, tools, office furniture and equipment, stationery, office supplies, and janitorial
supplies.
1 1& "Property" means. collectively, the "Land". "Improvements", "Personal
Property", and "Intangible Property".
1 11 "Purchase Price" is Four Thousand Dollars and No/100 Dollars ($4.000.00)
("Purchase Price"), The Purchase Price is payable at closing in cash.
1.12. "Title Company" means First American Title Insurance Company National
Commercial Services Division 818Stewart Street, Suite 800. Seatt|e, VVAQ81O1Attn: Laura Johnson
Uohnson@firotam.com
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1 13. "7ransaction"means the purchase and sale ofthe Property pursuant to this
Agreement.
2 Purchase and Sale, Purchaser hereby agrees to buy, and Seller hereby agrees to sell,
the Property on the terms of this Agreement, and subject to the conditions in this Agreement. Purchaser
and Seller acknowledge and agree that the purchase and sale of the Property is made under the threat of
condemnation orthe exercise ofeminent domain byPurchaser.
3. Purchase Price. The Purchase Price shall be payable in full at Closing. The Deposits
shall be applicable towards the Purchase Price due at Closing. All payments from Purchaser shall be via
wine transfer of collected federal funds,
4. Deposit. The Deposits paid shall be held inanon-interest bearing account with the Escrow
Agerd, and disbursed in accordance with the hamna, conditions and provisions of this Agreement, The
Deposits paid shall beapplied towards the Purchase Price mtClosing.
5� Property Documents, Commencing on the Effective Date, Seller agrees to provide to
Purchaser copies of the printed and electronic documents and information ("Property Documents")
relating to the Property in the possession or control of Seller and/or Seller's agents, inc|uding, but not limited
to, those matters described on Exhibit B attached hereto (but only to the extent in the possession or control
of Seller and/or Seller's agents). Seller may provide the Property Documents by.- (a) delivery (including but
not limited to delivery via email), (b)maWn8 available at the management office at the Property, and/or
(o) making available for download via the interneL
G. Title Policy.
6.1. Within two (2) business days after the Effective Date, Purchaser shall order from
theTideComponyaoomnnbment("77deConnn/tment")forMheimsuanceofenALTAExtendedCovenage
Owner's Title Policy ("TitlmPnlicy°) at Closing to Purchaser. The Title Company shall be instructed to
deliver a copy of the Title Commitment and copies of exceptions to Purchaser, Seller, and their counsel.
Purchaser shall give Seller written notice ("Purchaser's Title Notice") within forty-five (45) days of the
Effective Date as to whether the condition of title as set forth in the Title Commitment and/or any survey is
orisnot satisfactory, inPurchaser's sole discretion. |nthe event that the condition oftitle ienot acceptable,
PurchaaershaUopecifyandoetfodheachofsuchotjectiono(~Ob/ectionslinth*Puroheser'sTiUoNodce.
Seller shall notify Purchaser in writing ("Seller's Title Response") within ten (10) days ofreceipt of
Purchaser's Title Notice as to which Objections that Seller will not remove as of the Closing Date
("Remaining Objections"). |fthere are any Remaining Objections, Purchaser may, atits option bywritten
notice within five (b) days after Seller's Tide Response (or lack ofresponse within such time frame),
(i)accept title subject to the Remaining Objections, in which event the Remaining Objections shall be
deemed to be waived for all purpooea, or(ii)terminate this Agreement, in which event any Deposits paid
shall be immediately refunded to Purchaser. Notwithstanding any of the provisions of this SeotionS.1 to
the contrary, ifPurchaser fails tonotify Seller that the condition oftitle asset forth mthe Title Commitment
and/or any survey is or is not acceptable within the time set forth hensin, the parties hereby agree that the
condition of title shall be deemed unaooeptab|a, and this Agreement shall terminaha, in which event the
Deposits paid shall be immediately refunded to Purchaser, Any exceptions permitted onthe Title Policy
pursuant to this Section S 1 are referred to herein as "Permitted Exceptions". If the Tide Company
subsequently updates the Title Commitment with additional exceptions to Ut|m, the provisions for
Purchaser's Title Notice and 8e||ar'o Title Response shall be reinstated with respect to the additional
exceptions, with the Purchaser's Title Notice regarding the additional exceptions being due five (5) business
days after the date that Purchaser receives the updated Title Commitment.
8.2 Liens against the Property, property bmom owud, and/or sewer connection
charges shall not be considered Permitted Exceptions. At Closing Seller shall cause the Title Company
to pay such |iens, taxee, and charges in full (including any prepayment penalties and dehaaaancefees)
from Seller's sale promaeds, and to obtain a release of such liens. Seller shall also be responsible for
paying any and all unpaid utilities due at the time of closing, as reflected in the attached Form 22K.
Identification cfUtilities Addendum 0zPurchase and Sale Agreement.
8.3. Purchaser's obligations hereunder are contingent upon the Title Company. at
C|osmg, being irrevocably and unconditionally committed to issue to Purchaser the Title Policy in
accordance with the title requirements listed in this Section 6 (subject only to payment of the premiums for
the Title Po|icy), unless this contingency is not met due to Purchaser's failure to meet the Title Company's
requirements imposed on Purchaser for issuance of the Title Policy. If this contingency is not met on the
Closing Date, this Agreement shall automatically 0erminahe, in which event the Deposits paid shall be
immediately refunded 0oPurchaser,
7. ConbnqennyReview Period. Purchaser shall have until the expiration ofthe Contingency
Review Period to review all aspects of the Property and the Transaction. In the event that Purchaser
approves such revievv. Purchaser shall so notify Seller in writing ('Purohaocr'aApproval Nbtice') on or
before expiration ufthe Contingency Review Period. }nthe event that Purchaser either does not provide
the Purchaser's Approval Notice to Ge||er, or notifies Seller in writing of Purchaser's disapproval of the
Property and the Tranaacdon, on or before the time required by this Section 7. this Agreement shall
automatically terminate as of the expiration of the Contingency Review Period, in which event the Deposits
paid shall be immediately refunded to Purchaser, The Contingency Review Period may be extended by
Purchaser for up to an additional Thirty (30) days by Purchaser's providing written notice to Seller
accompanied by payment ofan additional Deposit of$25.00O to Escrow Agent, which shall be delivered
and paid onorbefore the expiration ofthe initial Contingency Review Period.
B Inspections. Purchaser and its agents shall be entitled to inspect the Property and
conduct tests on the Improvements and the Land at any time or times prior to the C|osing, upon at least
one (1) business day'a notice to 8oUer, in order to conduct the evaluations described in this Agreement
(including without |imitation, engineering atudiea, environmental site aesesaments, risk assessmonts,
inspections for the presence of lead based paint and lead based paint hazards, evaluation of drainage and
flood p|ain, borings and soil tests). The right granted to Purchaser toconduct the inspections is subject to
the rights of any tenants of the Property with respect to any such inspection, and compliance with applicable
laws, and to the inspections being conducted at reasonable times and accompanied by representatives of
Seller. Any physical alteration of the Property inconnection with Purchaser's study shall berestored by
Purchaser immediately upon demand by Seller, at Purchaser's sole expense. Purchaser shall indemnify
Seller against any loss, damage or claim resulting from Purchaser's inspections and tests. Purchaser shall
not act oo Seller's agent in connection with such activities and has no authority to allow any liens to
encumber the Property. Purchaser shall not allow any liens to encumber the Property arising out of such
acdvities, and shall indemnify and hold Seller harmless from and against any liens. Purchaser shall
maintain oomnnanoia| general liability insurance with respect to Purchaser's activities on the Property. All
information obtained by Purchaser in connection with Purchaser's due diligence hereunder shall be
confidential and will not be disclosed to third parties-, provided, however. Purchaser may disclose such
information to parties such an Purchaser's consultants, |endera, attorneys and investors. Notwithstanding
anything tothe contrary contained in this Agreement orin any addenda, amendments ormodifications to
this Agreement, Purchaser's obligations under this Section 8 shall survive the termination of this Agreement
and/or Closing, and shall remain in full force and effect without time limitation until all of such obligations
have been fully performed by Purchaser, and all amounts tobe paid by Purchaser have been paid
Q. Contracts. Subsequent to receipt of Purchaser's Approval Notice, Seller shaU, upon
written request from Pumhaee/, give appropriate notices of termination of any sewioe, supp|y, soourhY.
maintenance, employment or other contracts or arrangements ("Contracts") with respect to the Property
(other than the Permitted Exceptions), terminating such Contracts as of the Closing Date.
10. The C|osinq and the Cioainq Date. The sale and purchase of the Property shall be
consummated at a Closing to be held on the Closing Duba at the offices of the Escrow Agent. Purchaser
may select an earlier Closing Date upon at least five (5) business days' written notice to Seller. Neither
party need be physically present atthe Closing. The Closing Date may be extended by Purchaser up to
Two (2) times for periods of Thirty (30) days each (each an "Extension Period') by Purchaser's providing
written notice to Seller accompanied by payment ofan additional Deposit of$25.0OO to Escrow Agent,
which shall be delivered and paid on or before five (5) days prior tuthe then applicable Closing Date. As
used inthis Agreement, the term "Ckoa/ng^shall mean the date all ofthe documents necessary totransfer
title to Purchaser are sent for recording with the King County Recorder's Office and the sales proceeds are
available to Seller. Title to and possession of the Property shall transfer to Purchaser at Closing.
11 Seller's Obligations atthe Closing. Atthe Closing, Seller shall dothe following, through
Escrow Agent.
11.1. Execute and deliver to Purchaser and the Title Company.-
11.1 1. Astatutory warranty deed (the "Deed") conveying to Purchaser fee
simple title hothe Land and Improvements.
11 1�2. A Bill nfSale and Assignment in the form attached hereto as Exhibit
C.
1113. /\ FIR PTA Affidavit.
11.1,4. All other agreements to be executed by Seller as specified herein.
11.2. Execute and deliver 8zthe Title Company and Purchaser: (i)such affidavits and
other evidence as the Title Company may require so as to enable the Title Company to issue the Title Policy
in accordance with this Agreement, and (ii) satisfactory evidence that all necessary corporate, partnenship,
or other action on the part of Seller has been taken with respect to the execution and delivery of this
Agreement and the consummation of the Transaction so that all of said documents are or will be validly
executed and delivered and will bebinding upon the Seller.
11.3. Deliver to Purchaser all documents, records, plans, keys, permits and other items
related to the Property which are in Seller's possession or control.
114. Execute and deliver to Purchaser any state or local tax withholding forms so that
Purchaser has no liability for Seller withholding or Seller taxes under state or local law.
11.5. Execute and deliver to Purchaser a certificate, dated as of the date of Closing and
executed by SoUor. stating that the representations and warranties ofSeller contained in this Agreement
are accurate in all material respects as of the date of Closing or identifying any representation or warranty
which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. If
the certificate delivered bySeller pursuant Uathis Section 11.5 indicates any material adverse change in
the representations and warranties made by SeUer. Purchaser shall have the right to terminate this
Agreement by written notice to SeUer, in which event the Deposits paid shall be immediately refunded to
Purchaser. Further' if the certificate reflects that Seller materially breached a representation or warranty
under Section 13 at the time made. Seller shall a/so reimburse Purchaser for Purchaser's out-of-pocket
expenses inconnection with the Transaction.
11.& Execute and deliver to Purchaser such additional documents as are necessary to
carry out the provisions of this Agreement.
12. Purchaser's Obligations ntthe Cboeinq, Atthe Closing, Purchaser shall dothe following,
through Escrow Agent.
12.1. Deliver to Seller the Purchase Price.
12.Z Execute and deliver to the Title Company satisfactory evidence that all necessary
Tukwila City Council approval action on the part of Purchaser has been taken with respect to the execution
and delivery of this Agreement and the consummation of the Transaction so that all of said documents are
and will be validly executed and delivered and will be binding upon Purchaser.
123. Execute and deliver to Seller such additional documents as are necessary to carry
out the provisions of this Agreement.
13.
the following:
Representations and Warranties of Seller. Seller represents and warrants to Purchaser
13.1� Seller is duly formed, validly existing and in good standing under the laws of the
State ofits formation and has all requisite powers and all material governmental |icenses, authohzabons,
consents and approvals to enter into and perform its obligations hereunder and under any document or
instrument required to be executed and delivered on behalf of Seller hereunder.
13,2. This Agreement has been duly authorized by all necessary action on the part of
Se|kar, has been duly executed and delivered by Seller, constitutes the valid and binding agreement of
Seller and ieenforceable inaccordance with its terms, The person executing this Agreement onbehalf of
Seller has the authority bzdoso.
133. The execution and delivery of, and the performance by Seller ofits obligations
under this Agreement will not contravene, or constitute a default undor, any provision of applicable law or
regulation or any agreement, judgment, injunction, order, decree or other instrument binding upon Seller or
to which the Property is subject.
13.4� Seller has not received any written notice of, and Seller has no knowledge of, any
threatened or actual cancellation or suspension of any certificate of occupancy or other certificate, license
nrpermit for any portion ofthe Improvements.
13.5. To Seller's knowledge, no Hazardous Materials (am hereinafter defined) exist on
or under the Property in violation of law. Hazardous Materials means'. (a) substances defined as
"hazardous eubstancee.^ "hazardous materials," or "toxic substances" under federal, mba1a or local law-,
(b)aobestou and any form of urea formaldehyde foam insu|gdon, transformers or other equipment which
contain dielectric fluid or other fluids containing levels of polychlorinated bipheny|a, (c) petroleum and/or
petroleum products or by-products; and (d) any other chemical, material or substance, exposure to which
is prohibited, limited or regulated by any governmental authority or may or could pose a hazard to the health
and safety of the occupants of the Property or the owners and/or occupants of the properties adjacent to
the Property,
13.6. To Seller's knowledge, there currently are no underground storage tanks on the
137. Other than those related to the City of Tukwib/a current eminent domain
proceedings, Seller has not received any written notice of any pending, or threatened, judicial, municipal or
administrative proceedings affecting the Propady, including, without Umibadon, proceedings for or involving
condemnation, eminent domain, or alleged building code or environmental or zoning violations, or personal
injuries or property damage alleged to have occurred on the Property nrby reason of the conditmn, use of,
oroperations on, the Property.
13.8. Any Contracts disclosed as part ofthe Property Docum*ntu, and/or shown as
exceptions on the Title CommiUnent, constitute all of the Contracts affecting the Property. Seller has not
received any written notice of uncured default and Seller has no knowledge of any existing uncured defaults
under the Contracts.
13.9� To Seller's knowledge, there is no legal action of any kind or nature affecting the
Property which will in any way affect Purchaser following the purchase of the Property.
13.10, There are no outstanding agreements, options, rights of first refusal or other rights
13.11. At all times prior to closing contemplated by this Agreement, Seller and all of its
respective Affiliates: (i) shall not be a Prohibited Person-, and (ii) shall be in full compliance with all applicable
orders, rules, regulations and recommendations promulgated under orinconnection with United States
Presidential Executive Order 13224 ("Executive Order") and the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of20U1 ("Patriot Act'). The
term "Prohibited Person" shall mean any person or entity which meets any of the following criteria:
13.11.1. Aperson orentity listed inthe Annex to, orotherwise subject 0othe
provisions of, the Executive Order.
13.11.2. Aperson orentity owned orcontrolled by, oracting for cvonbehalf of,
any person or entity that is listed to the Annex to, or is otherwise subject to the provisions of, the Executive
Order.
13.11.3. Aperson cxentity with whom e party is prohibited from dealing or
otherwise engaging in any transaction byany terrorism ormoney laundering |ew. including the Executive
Order.
13.11.4. Aperson orentity that commits, threatens orconspires 0ocommit or
supports ^honnhnm^asdefined inthe Executive Order.
13.11.5. A person orentity that is named as o "specially designated national
and blocked person" on the most current list ("L/st,> published by the U.S. Department of the Treasury,
Office ofForeign Assets Control atits official webaibe )or atany replacement wmbaihe
orother replacement official publication ofsuch list.
13.11.6. A person or entity who is an Affiliate of a person or entity listed in this
Section13.11.
13.12. If, after the Effective Date, any event occurs or condition arises that renders any
of the Seller's representations and warranties in Section 13 untrue or misleading in any material respect,
and Seller has actual knowledge of the samm. Seller aho|| promptly notify Purchaser in writing of such
*vent or condition. If notice from Seller pursuant to this Section 1312 indicates any material adverse
change in the representations and warranties made by SeUer, Purchaser shall have the right toterminate
this Agreement bywritten notice to Seller within hen (10)days after Seller's notice, in which event the
Deposits paid shall beimmediately refunded boPurchaser, {fPurchaser does not terminate this Agreement
within such time pehod. Purchaser's termination right inthis Section 13.12eheU lapse.
14. Seller Covenants. Seller hereby covenants asfollows:
14.1. Until the Closing Date, Seller shall maintain the Property in substantially the same
condition and quality as such was in at the time of the physical inspection of the Property by Purchaser,
except for normal wear and tear, and subject tnSection 23.5.
142. As of the Closing Oate, there will be no leases or Contracts with respect to the
Property other than the Permitted Exceptions.
143. Subsequent to the Effective Date, Seller shall not enter into any agreements (or
extend any current agreements) with respect to the Property, including but not limited to leases, that will be
binding on the owner of the Property and extend beyond the Closing Date, without Purchaser's prior written
approval, which may bewithheld inPurchaser's sole discretion.
14.4. Seller shall continue to operate the Improvements in the ordinary course of
business between the Effective Date and the Closing Daha, such operation 0oinclude the continuation of
maintenance and repair programs.
14.5. Seller orSeller's agents will not make any material physical modifications to the
Land. the Improvements or Personal Property without Purchaser's express, prior, written consent, unless
such action is required by |ow, the terms of any lease or other contract or agreement, or because of
emergency (as reasonably determined bySe||ar).
15.Sun/ivm|.
151The representations and warranties set forth inSection 13ofthis Agreement shall
be correct on the Closing Oahe. Any claim fora breach of such representations and warranties shall
survive for one year after the Closing Date.
16�2. All other provisions of this Agreement shall be deemed merged into mwaived by
the instruments of C|osing, except for those provisions that specifically state that they survive Closing or
termination (each e "Surviving Provision"). If Surviving provision states that iisurvives for o limited
period of time, that Surviving Provision shall survive only for the limited time specified.Any claim made in
connection with a Surviving Provision shall be barred and shall lapse unless mclaim is made in wridng,
with a description of the o|uinn made, on or before the limited time specified in such Surviving Provision.
16. Purchaser's Defaults; Seller's Remedies. In the event of a breach by Purchaser of
obligations under this Agnaemant, which breach is not cured within ton(1O) days after written notice of
default from Seller specifying the breach (provided, however, that nnsuch cure period shall apply for a
breach of the obligation to close by the Closing Date). Seller's sole remedy shall be to terminate this
Agreement and retain all Deposits paid, and any earnings thereon. as liquidated damages but not aa o
pene|Ly, PURCHASER AND SELLER AGREE THAT IT WOULD BE EXTREMELY DIFFICULT OR
IMPRACTICAL TO QUANTIFY THE ACTUAL DAMAGES TO SELLER IN THE EVENT DFA BREACH BY
PURCHASER, THAT THE AMOUNT OF ALL DEPOSITS PAID IS A REASONABLE ESTIMATE OF SUCH
ACTUAL DAMAGES, AND THAT SELLER'S REMEDY IN THE EVENT DFA BREACH BY PURCHASER
SHALL BE TO RETAIN ALL DEPOSITS PAID AND ANY EARNINGS THEREON AS LIQUIDATED
DAMAGES. Notwithstanding the foregoing, this liquidated damages provision does not limit Purchaser's
obligations under the Surviving Provisions. After Closing, in the event of breach by Purchaser of its
obligations under any Surviving Provisions, Seller may exercise any rights and remedies available ntlaw
or in equity.
17. Seller's Defaults; Purchaser's Remedies. In the event ofe breach by Seller ofobligations
under this Agreement, which breach is not cured within ben(1O) days after written notice ofdefault from
Purchaser specifying the breach (pvovided, however, that no such cure period shall apply for a breach of
the obligation to close by the Closing Date). Purchaser may elect only one of the following two remedies:
(a) terminate this Agreement, in which event the Deposits paid shall be immediately refunded to Purchaser,
and Purchaser shall be entitled to recover damages from Seller resulting from such breach-, or (b) enforce
specific performance of this Agreement against SeUer, including the right to recover attorneys' fees.
Notwithstanding the foregoing, the limitation of remedies provision does not limit Seller's obligations under
the Surviving Provisions. After Closing, in the event ofa breach by Seller ofits obligations under any
Surviving Provisions, Purchaser may exercise any rights and remedies available at law or in equity.
18. Ckosinq Coats. Coats of closing the Transaction shall be allocated between Seller and
Purchaser as follows�
18.1 Seller shall pay all costs and expenses allocated to Seller pursuant bo the banns
ofthis Agreement.
182. Purchaser shall pay (i)\he premium for the extended coverage portion of the
owner's Title Policy, and any endorsements', (ii) the cost of recording the Deed-, (iii) any ofthe escrow fees
from the Escrow Agent-, (iv) any real *state excise ortransfer taxes, and (v) all other costs and expenses
allocated hnPurchaser pursuant bothe terms nfthis Agreement.
19. Proration nfIncome and Expenses. AdClosing, the following items shall bepaid oradjusted
or prorated between Seller and Purchaser as apecified, as of the Closing Dabe, with the day of Closing
being for Purchaser's account:
19.1. Ad valorem and similar baxeo, and assessments for the then current tax year
relating hothe Property shall beprorated msofthe Closing Date. All assessments, ifany, existing o/pending
as of the Closing Date, whether due and payable before or after such date, shall be paid by Seller in full at
Closing hnthe assessing entity,
10.2. All collected rents or other income and all operating expenses for or pertaining to
the Property, including but not limited to maintenance, security, management service and similar contractual
charges with respect to the Property shall be prorated between Purchaser and Seller as of the Closing
Date.
19.3 Water, sewer, fuel, electricity, gas and other utilities and services shall be paid by
Seller based upon current readings by the utilities to be obtained by Seller contemporaneously with Closing.
Seller shall arrange for utility aan/ioes to Seller to be canoeUed, in which event. Purchaser shall establish o
new account with the utility, and Seller shall be entitled to any deposits on account paid by Seller.
20. Post-C|msinqAdivatnwnbs Seller and Purchaser agree that, tuthe extent items are prorated
or adjusted at Closing on the basis of estimates, or are not prorated or adjusted at Closing pending actual
receipt of funds or compilation of information upon which such prorations or adjustments are to be based,
each of them will pay to the other such amounts as may be necessary such that Seller will receive the
benefit of all income received for the period prior to the Closing Oaha and will pay all expenses of the
Property attributable to the period prior to the Closing Date and Purchaser will receive all income received
for the period from and after the Closing Date and will pay all expenses of the Property attributable to the
period from and after the Closing Date.
21 No Brokeraqe Commissions. Purchaser is represented by Heartland LLC, Seller is not
represented inthis Transaction byany real estate broker orfinder. Purchaser shall compensate Heartland
LLCbyseparate agreement. Seller shall indemnify Purchaser against, and hold Purchaser harmless from,
any and all claims (and all expenses incurred in defending any such claims orin enforcing this indemnity,
including attorneys'fees and court costs) by any broker or finder for a real estate commission or similar fee
arising out ofur in any way connected with any claimed relationship between such broker orfinder and
Seller. Purchaser shall indemnify Seller against, and hold Seller harmless from, any and all claims (and all
expenses incurred in defending any such claims orin enforcing this indemnity, including attorneys' fees
and court costs) by any broker or finder for a real estate commission or similar fee arising out of or in any
way connected with any claimed relationship between such broker or finder and Purchaser. The provisions
of this Section 21 shall survive the Closing or the termination of this Agreement without time limitation.
22. Tax Deferred Exchunqe. If Seller wishes to structure the Transaction as part of 1031 tax
deferred exchonge. Purchaser agrees to cooperate in such efforts, and to sign documents to accomplish
such purposas' pnovided, hmwever, that there shallbe no material change in the Transaction from what
would result if there was no tax deferred exchange, and provided that Purchaser incurs no additional cost,
expense, obligation or liability as a result ofsuch tax deferred exchange. Seller further acknowledges that
Purchaser shall have no obligation of any kind for the qualification of the Transaction for a 1031 tax deferred
exchange.
23. Miscellaneous.
231 This Agreement shall bebinding upon and shall inure hothe benefit ofthe parties
hereto and their respective heirs, legal nepresentatives, eucoeoonm and assigns. This Agreement
embodies and constitutes the entire understanding between the parties with respect to the Transaction, No
provision hereof may be waived, modified, or amended except by on instrument in writing signed by
Purchaser and Seller, This Agreement may be executed in several counterparts and all so executed shall
constitute one Agreement, binding on all the parties hereto even though all the parties are not signatories
to the original or the same counterpart. A fauoimi|e, uoenned, or other copy of a signed version of this
Agreement has the same effect asonoriginal. Delivery byelectronic transmission such asemail, download
orfacsimile shall bedeemed effective delivery.
23.2. Any nodce, request, demand, instruction orother document required or permitted
to be given or served hereunder orunder any document orinstrument executed pursuant hereto shall be
in vvhdng and shall be delivered personoUy, or by overnight express oourier, and addressed to the parties
at their respective addresses set forth be|ow, and the same shall be effective upon receipt ifdelivered
personally or via overnight express courier. A party may change its address for receipt of notices by service
ofanotice ofsuch change inaccordance herewith,
|f0zPurchaser:
With acopy to:
|f0oSeller.
With ocopy to.
City ofTukwila
Office m[the City Clerk
6200Southcenb* Boulevard
Tukwila, VVAQ@188
Tukwila City Attorney
ATTN: Rachel B. Turpin&Kendra Comeau
G20DSouthcenherBoulevard
Tukwila, VVAg8188-2S44
Email: Rachel. tur0in(cbhuhwi|awa.gov.
Kendra. Comeau (cD[Tukwi|awaqov
Of5oe:2OS-433-71QQ
ATTN:
Emui|�
Office:
Fax:
ATTN:
Email:
Office,
Fax:
|f0oEscrow Agent. AsinSection 1.6.
23.3. In any legal proceeding arising in connection with this Agreement (including
without limitation any arbitration and appellate proceedings oawell aeany bankruptcy, reorganization.
|iquidabon, receivership orsimilar proceeding) the substantially non -prevailing party agrees to pay tothe
substantially prevailing party all reasonable costs and expenoee, including attorneys' fees and other legal
costs, expended or incurred by the substantially prevailing party in connection therewith (whether incurred
before, during, orsubsequent tnany such action orprooeeding).
23.4 Risk ofloss or damage to the Property by condomnadon, eminent domain, or
similar proceedings (or deed in lieu thareof), or by fine or any other casualty, from the Effective Date until
the Closing will be on SeUer, and thereafter will be on Purchaser.
23.5.1 Ifcdany time prior 8zthe Closing Date, any portion ofthe Property io
destroyed or damaged as a result of fire or any other casualty vvhatsoever. Seller shall give written notice
thereof to Purchaser as soon as possible and in any event within five (5) business days after Seller learns
of such destruction or damage, and, within thirty(3O) days thereafter, shall provide Purchaser with an
estimate ofthe cost ofrestoring the Property b»the condition it was inimmediately before such damage or
destruction from on independent consultant acceptable 10 Purchaser and Seller. The Closing Date shall
be poatponed, as nequined, in order for Seller to have the stipulated time to provide such notice and obtain
and provide such estimate to Purchaser. If the cost of restoring and repairing the portion of the Property so
damaged to substantially its present condition is not more than Fifty Thousand Dollars ($50.000.00). as
reasonably estimated by such independent consultant, then Purchaser shall have no right to terminate this
Agreement and shall purchase the Property in its damaged condition and be fully responsible for repair
thereto, and at the C|oming. Seller shall assign to Purchaser all rights ofSeller in and to the property
insurance (including rent loss coverage) currently maintained by Seller, and Purchaser shall receive a credit
against the Purchase Price in the amount ofany deductible under such property insurance pu|ioy, but
without any other claim oroffset resulting from such destruction ordamage.
23,52. If the cost of restoring and repairing the portion of the Property so
damaged to substantially its present condition is more than Fifty Thousand Cm||am ($bO.00O.UO), as
reasonably estimated by such independent consultant acceptable to Purchaser and Seller, then Purchaser
shall have the option, to be exercised within twenty (20) business days from the date of Purchaser's receipt
of such eodmah+, to terminate this Agreement, in which event the Deposits paid shall be immediately
refunded to Purchaser, and neither party hereto shall have any further duties, obligations or liabilities to the
other, except as specifically provided herein. The Closing Doho shall be pootponod, as nsquinad, in order
for Seller to have the stipulated time to provide such notice and obtain and provide such estimate to
Purchaser, and for Purchaser to have the stipulated time baexercise its option to terminate. If Purchaser
eho|| not elect to terminate this Agreement as provided in this Section 236.2, then this Agreement shall
remain in full force and effect, and Purchaser shall purchase the Property in its damaged condition and be
fully responsible for repair thereto, and at the C|oaing. Seller shall assign to Purchaser all rights ofSeller in
and to the property insurance (including rent loss coverage) currently maintained by Seller, and Purchaser
shall receive a credit against the Purchase Price in the amount of any deductible under such property
insurance po|icy, but without any other claim or offset naau|dng from such destruction or damage. Seller
shall not negotiate for or agree to an award or settlement without the approval of Purchaser.
23.5.3. Notwithstanding the foregoing, this Section 23.5ohaU not apply toany
destruction or damage that is restored by Seller to its present condition on or before the Closing Date.
23.6. Seller and Purchaser agree to execute and deliver any instrument, affidavit and
statement, and to perform any acts reasonably necessary to carry out the provisions of the Foreign
Investment inLand Tax Act (HRPTA) |RCSection 1445and regulations promulgated thereunder.
237, This Agreement has been submitted hothe scrutiny ofall parties hereto and their
oounae|, if desired, and ahuU be given o fair and reasonable interpretation in accordance with the words
hereof, without consideration or weight being given to its having been drafted by any party hereto or its
counsel.
23.8. The parties acknowledge that time is of the essence for each time and date
specifically set forth inthis Agreement. |ncomputing any period oftime pursuant tothis Agreement, ifthe
Uno| day of pohnd, act orevent falls on a day which is not business day, then such final day shall be
postponed until the next business day, but the commencement date of the time periods based on such final
day shall not bepostponed, Abusiness day shall mean Monday through Friday, excluding days designated
aoapostal holiday by the United States Postal Service.
33.9. This Agreement shall be governed by and construed in accordance with the laws
of the State of Washington, without regard to its conflict or choice of laws rules.
231& Aoused inthis Agreement, "4/fi0ate"means, onhoany person orenbty(a)any
other person or entity that, directly or indired|y, is in control of, is controlled by or is under common control
with such parson or entity- or (b) is a dineoto,, offioer, shareholder, portner, member orassociate of such
person or entity, orofan Affiliate of such person or entity. "Control" means the pooseseion, directly or
Poge1O
indirectly, of the power to direct or cause the direction of management, policies or activities of person or
entity, whether through ownership of voting securities, by contract or otherwise.
23.11� Neither this Agreement, nor any part thereof, nor any memorandum thereof may
be recorded. Recording of any such document by, or at the direction of Punchoner, shall be o material
default byPurchaser under this Agreement,
24. Termination of Offer. Submission of this Agreement byone party to the other shall constitute
an offer to purchase or sell the Property on the terms and conditions set forth herein, This offer shall expire
ifthe other party has not returned two (2) fully executed copies hereof to the other party by 5:00 P.M. Pacific
time onthe tenth business day after receipt.
(Signatures on following page]
Page11
PURCHASER:
CITY OF TUKWILA, a munkcipal corporation
By:
Name
Title. Mayor
Date:
App•roved as brn;
By
cujifoLkrJ (p)\".,
City Attorney
SELLER:
By Lb -
Nam 7-0,06E
Title
Date: ,2G/g
By
Titte oeR
Date
EXHIBIT A
Legal Description of Land
SOUTH 16 FEET OF EAST 86.44 FEET OF WEST 106.44 FEET OF GOVERNMENT LOT 2, SECTION
15, TOWNSHIP
23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON;
EXCEPT COUNTY ROAD.
Page 13
PSA Form (Tukwila) — FS-54B
EXHIBIT
Documents and Information tobeProvided bvSeller
1 Copies ofany veo| estate or personal property ad valorem tax statements for the pest two full
calendar yeors, and the current year, including any applicable information on exemptions,
abatements, credits, and assessments.
2� All leases, contracts and agreements affecting the Property which are currently in effect.
3. All certificates of occupancy and other permits and licenses for the Improvements or any part thereof.
4. Itemized list ofall fixtures and tangible personal pvnperty, and an itemization of all leased property.
6. All architectural, mechanical, electrical, p|umbing, drainage, construudon, and similar p|ana,
specifications and blueprints possessed bySeller relating hzthe Improvements, and any survey.
8. Any private or governmental acquisition and/or inspection report relating to the Property or any of
the Improvements or fixtures and tangible personal property which has been disclosed to Seller.
7. Any environmental reports and any correspondence from any party orgovernmental entity relating
inany respect tothe environmental condition ofthe Property.
O. The utility bills for the past two full calendar years and year-to-clate up to the Closing Date,
9. All accounts payab|e, biUo, and other obligations related hothe Property.
iO. Warranties and guaranties covering any of the fixtures and tangible personal property,
11 A schedule or statement of any personal injury, property damage or other claims (including casualty
claims) or any kind known or anticipated by Seller involving the Property or any present or former
tenant orguest orinvitee ofatenant.
12 The results orreports ofany fire inspection inthe last two full calendar years and year todate.
13 Copies of all records showing the capital improvements made to the Property in the last five full
calendar years, and year to date, specifically by unit, type of improvement and amount.
14 Copies ofany prior title policies issued with respect tothe Property.
Paga14
EXHIBIT C
BILL OF SALE AND ASSIGNMENT
This Biii of Sae and Assignment is gen pursuant to that certain Purchase and Sale Agreement
PSA"', dated as of 2ott 20 /8 as amended. between
TAUrk7, Rp 4' (, "Assignor"; and City of Tukwiia a municipal corporation operating
under the 'aims of the State of Wasnington as a non -charter code city ("Assignee"
1 For good and y ai:Ja die consideration, the receipt and adequacy of which, are hereby acknowiedged,
Assignof hereby sells, transfers assigns and conveys to Assignee:
1 A right tte and interest of Assignor in and to all furniture, fixtures, fittings apparatus
equipment, macninery and othe items of tangible personal property and replacements thereof, if any,
affixed or attacned to CI used in connection yettne operation, maintenance, or management of the
improvements, including but not iimited to aipperices sweeper's, cleaning supplies tools, office furniture
and equipment statonery office supplies, and janitonai supplies ("Personal Property") Mated on and
used in connection with the management maintenance ownership or operation of that certain band and
improvements ("Land') egailly described on Exhibit A. but excluding tangible persona property owned oy
the tenants of the Land under the Tenant Leases (as defined below)
1 2 To the extent assignable abb right, tte and interest of Assignor in and to all intangible
property ("Intangible Proprny") owned or neid for use in connection with the Land and/or the Personal
Property or any business or businesses, conducted thereon or with the use thereof, to the extent assignable,
including but not limited to .air nghts, water rights permits development rights. approvals, licenses,
warranties and pens and specifcations
2 Assignor hereby represents and warrants that the property conveyed hereunder is free and clear
of alb liens, ieases and encumbrances (except those expressly approved by Purchaser pursuant to the
PSA)
Dated! effective as of 20 (the "Convey de 11)
ASSIGNOR:
14wo,, 1AL 7
By By
flame TA1)• ) Na v4 ?-p
Title • Title (ic.27 -
71/(1
EXHIBIT A
TO
BILL OF SALE AND ASSIGNMENT
Legal Description of Land
SOUTH 16 FEET OF EAST 86.44 FEET OF WEST 106.44 FEET OF GOVERNMENT LOT 2, SECTION
15, TOWNSHIP
23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON;
EXCEPT COUNTY ROAD.
Page 16
PSA Form (Tukwila) — FS-54B