HomeMy WebLinkAbout19-004 - Taube Rebecca / Wilke Jerry - Purchase and Sale Agreement19-004
Council Approval N/A
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement ("Agreement'} 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's.
1. Definitions. The following capitalized terms in this Agreement shall have the following
definitions:
1.1. "Closing Date" means the date which is fourteen days (14) days after the
expiration of the Contingency Review Period, as the same may be extended pursuant to Section 10.
1.2. "Contingency Review Period" means the period commencing on the Effective
Date and ending on the date which is zero (0) days after the Effective Date, as the same may be extended
pursuant to Section 7.
1.3, "Deposit" or "Deposits" means an initial amount of $250.00, plus any other
amounts designated as a Deposit or Deposits in this Agreement.
1.4. "Effective Date" means the date that a copy of this Agreement, fully executed
by Purchaser and Seiler, is delivered to both Purchaser and Seller.
1.5. "Escrow Agent" means First American Title Insurance Company National
Commercial Services Division 818 Stewart Street, Suite 800, Seattle, WA 98101.
1.6. "Improvements" means all buildings and improvements located upon the Land
on the Effective Date, along with all fixtures, all accessions and additions thereto.
1.7. "Intangible Property" means all right, title and interest of Seller 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, permits, development rights, approvals, licenses, warranties, and
plans and specifications.
1.8. "Land" means that certain real property located at Parcel #1523049029, in the
City of Tukwila, King County, Washington, legally described on Exhibit A, together with any and all rights,
easements, and appurtenances pertaining thereto, including any right, title and interest of Seller in and to
adjacent streets, alleys, or rights -of -way.
1.9. "Personal Property" means Seller's interest in all of the furniture, fixtures,
fittings, apparatus, equipment, machinery, and other items of tangible and intangible personal property and
replacements thereof, if any, affixed or attached to or used in connection with the operation, maintenance,
or management of the Improvements, including but not limited to, all permits, warranties, licenses,
sweepers, cleaning supplies, tools, office furniture and equipment, stationery, office supplies, and janitorial
supplies.
1.10. "Property" means, collectively, the "Land", 'Improvements", "Personal
Property", and "Intangible Property".
1.11. "Purchase Price" is Four Thousand Two Hundred and Fifty Dollars and No/100
Dollars ($4,250.00) ("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 818 Stewart Street, Suite 800, Seattle, WA 98101 Attn: Laura Johnson
Ijohnson@firstam.com .
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a �i
1.13. "Transaction" means the purchase and sale of the 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 or the exercise of eminent domain by Purchaser.
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
wire transfer of collected federal funds.
4. Deposit. The Deposits paid shall be held in a non -interest bearing account with the Escrow
Agent, and disbursed in accordance with the terms, conditions and provisions of this Agreement. The
Deposits paid shall be applied towards the Purchase Price at Closing.
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, including, 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) making available at the management office at the Property, and/or
(c) making available for download via the internet.
6. Title Policy.
6.1. Within two (2) business days after the Effective Date, Purchaser shall order from
the Title Company a commitment ("Title Commitment's for the issuance of an ALTA Extended Coverage
Owner's Title Policy ("Title Policy") 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
or is not satisfactory, in Purchaser's sole discretion. In the event that the condition of title is not acceptable,
Purchaser shall specify and set forth each of such objections ("Objections') in the Purchaser's Title Notice.
Seller shall notify Purchaser in writing ("Seller's Title Response'l within ten (10) days of receipt of
Purchaser's Title Notice as to which Objections that Seller will not remove as of the Closing Date
("Remaining Objections'). If there are any Remaining Objections, Purchaser may, at its option by written
notice within five (5) days after Seller's Title Response (or lack of response 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 purposes, or (ii) terminate this Agreement, in which event any Deposits paid
shall be immediately refunded to Purchaser. Notwithstanding any of the provisions of this Section 6.1 to
the contrary, if Purchaser fails to notify Seller that the condition of title as set forth in the Title Commitment
and/or any survey is or is not acceptable within the time set forth herein, the parties hereby agree that the
condition of title shall be deemed unacceptable, and this Agreement shall terminate, in which event the
Deposits paid shall be immediately refunded to Purchaser. Any exceptions permitted on the Title Policy
pursuant to this Section 6.1 are referred to herein as "Permitted Exceptions". If the Title Company
subsequently updates the Title Commitment with additional exceptions to title, the provisions for
Purchaser's Title Notice and Seller's 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.
6.2. Liens against the Property, property taxes owed, and/or sewer connection
charges shall not be considered Permitted Exceptions. At Closing Seller shall cause the Title Company
to pay such liens, taxes, and charges in full (including any prepayment penalties and defeasance fees)
from Seller's sale proceeds, and to obtain a release of such liens. Seller shall also be responsible for
PSA Form (Tukwila) — FS-54B
paying any and all unpaid utilities due at the time of closing, as reflected in the attached Form 22K:
Identification of Utilities Addendum to Purchase and Sale Agreement.
6.3. Purchaser's obligations hereunder are contingent upon the Title Company, at
Closing, 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 Policy), 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 terminate, in which event the Deposits paid shall be
immediately refunded to Purchaser.
7. Contingency Review Period. Purchaser shall have until the expiration of the Contingency
Review Period to review all aspects of the Property and the Transaction. In the event that Purchaser
approves such review, Purchaser shall so notify Seller in writing ("Purchaser's Approval Notice'} on or
before expiration of the Contingency Review Period. In the event that Purchaser either does not provide
the Purchaser's Approval Notice to Seller, or notifies Seller in writing of Purchaser's disapproval of the
Property and the Transaction, 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 of an additional Deposit of $250 to Escrow Agent, which shall be delivered and
paid on or before the expiration of the initial Contingency Review Period.
8. 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 Closing, upon at least
one (1) business day's notice to Seller, in order to conduct the evaluations described in this Agreement
(including without limitation, engineering studies, environmental site assessments, risk assessments,
inspections for the presence of lead based paint and lead based paint hazards, evaluation of drainage and
flood plain, borings and soil tests). The right granted to Purchaser to conduct 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 in connection with Purchaser's study shall be restored 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 as 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
activities, and shall indemnify and hold Seller harmless from and against any liens. Purchaser shall
maintain commercial 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 as Purchaser's consultants, lenders, attorneys and investors. Notwithstanding
anything to the contrary contained in this Agreement or in any addenda, amendments or modifications 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 to be paid by Purchaser have been paid.
9. Contracts. Subsequent to receipt of Purchaser's Approval Notice, Seller shall, upon
written request from Purchaser, give appropriate notices of termination of any service, supply, security,
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 Closing and the Closing Date. The sale and purchase of the Property shall be
consummated at a Closing to be held on the Closing Date 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 at the 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
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PSA Form (Tukwila) — FS-54B
written notice to Seller accompanied by payment of an additional Deposit of $250 to Escrow Agent, which
shall be delivered and paid on or before five (5) days prior to the then applicable Closing Date. As used in
this Agreement, the term "Closing" shall mean the date all of the documents necessary to transfer 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 at the Closing. At the Closing, Seller shall do the following, through
Escrow Agent:
11.1. Execute and deliver to Purchaser and the Title Company:
11.1.1. A statutory warranty deed (the "Deed') conveying to Purchaser fee
simple title to the Land and Improvements.
11.1.2. A Bill of Sale and Assignment in the form attached hereto as Exhibit
C.
11.1.3. A FIRPTA Affidavit.
11.1.4. All other agreements to be executed by Seller as specified herein.
11.2. Execute and deliver to the 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, partnership,
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 be binding 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.
11.4. 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 Seller, stating that the representations and warranties of Seller 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 by Seller pursuant to this Section 11.5 indicates any material adverse change in
the representations and warranties made by Seller, Purchaser shall have the right to terminate this
Agreement by written notice to Seller, 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 also reimburse Purchaser for Purchaser's out-of-pocket
expenses in connection with the Transaction.
11.6. Execute and deliver to Purchaser such additional documents as are necessary to
carry out the provisions of this Agreement.
12. Purchaser's Obligations at the Closing. At the Closing, Purchaser shall do the following,
through Escrow Agent:
12.1. Deliver to Seller the Purchase Price.
12.2. 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.
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PSA Form (Tukwila) — FS-54B
12.3. Execute and deliver to Seller such additional documents as are necessary to carry
out the provisions of this Agreement.
13. Representations and Warranties of Seller. Seller represents and warrants to Purchaser
the following:
13.1. Seller is duly formed, validly existing and in good standing under the laws of the
State of its formation and has all requisite powers and all material governmental licenses, authorizations,
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
Seller, has been duly executed and delivered by Seller, constitutes the valid and binding agreement of
Seller and is enforceable in accordance with its terms. The person executing this Agreement on behalf of
Seller has the authority to do so.
13.3. The execution and delivery of, and the performance by Seller of its obligations
under this Agreement will not contravene, or constitute a default under, 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
or permit for any portion of the Improvements.
13.5. To Seller's knowledge, no Hazardous Materials (as hereinafter defined) exist on
or under the Property in violation of law. Hazardous Materials means: (a) substances defined as
"hazardous substances," "hazardous materials," or "toxic substances" under federal, state or local law;
(b) asbestos and any form of urea formaldehyde foam insulation, transformers or other equipment which
contain dielectric fluid or other fluids containing levels of polychlorinated biphenyls; (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
Property.
13.7. Other than those related to the City of Tukwila's current eminent domain
proceedings, Seller has not received any written notice of any pending, or threatened, judicial, municipal or
administrative proceedings affecting the Property, including, without limitation, 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 or by reason of the condition, use of,
or operations on, the Property.
13.8. Any Contracts disclosed as part of the Property Documents, and/or shown as
exceptions on the Title Commitment, 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
to purchase the Property, or leases, currently in effect with respect to the Property.
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1111. 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 or in connection 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 of 2001 ( "Patriot Act' }. The
term "Prohibited Person" shall mean any person or entity which meets any of the following criteria:
13.11.1. A person or entity listed in the Annex to, or otherwise subject to the
provisions of, the Executive Order.
13.11.2. A person or entity owned or controlled by, or acting for or on behalf 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. A person or entity with whom a party is prohibited from dealing or
otherwise engaging in any transaction by any terrorism or money laundering law, including the Executive
Order.
13.11.4. A person or entity that commits, threatens or conspires to commit or
supports "terrorism" as defined in the Executive Order.
13.11.5. A person or entity that is named as a "specially designated national
and blocked person" on the most current list ("List'} published by the U.S. Department of the Treasury,
Office of Foreign Assets Control at its official website (www.ustreas.gov/ofac) or at any replacement website
or other replacement official publication of such list.
13.11.6. A person or entity who is an Affiliate of a person or entity listed in this
Section 13.11.
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 same, Seller shall promptly notify Purchaser in writing of such
event or condition. If a notice from Seller pursuant to this Section 13.12 indicates any material adverse
change in the representations and warranties made by Seller, Purchaser shall have the right to terminate
this Agreement by written notice to Seller within ten (10) days after Seller's notice, in which event the
Deposits paid shall be immediately refunded to Purchaser. If Purchaser does not terminate this Agreement
within such time period, Purchaser's termination right in this Section 13.12 shall lapse.
14. Seller Covenants. Seller hereby covenants as follows:
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 to Section 23.5.
14.2. As of the Closing Date, there will be no leases or Contracts with respect to the
Property other than the Permitted Exceptions.
14.3. 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 be withheld in Purchaser'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 Date, such operation to include the continuation of
maintenance and repair programs.
PSA Form (Tukwila) — FS-54B
14.5. Seller or Seller'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 law, the terms of any lease or other contract or agreement, or because of
emergency (as reasonably determined by Seller).
15. Survival.
15.1. The representations and warranties set forth in Section 13 of this Agreement shall
be correct on the Closing Date. Any claim for a breach of such representations and warranties shall
survive for one year after the Closing Date.
15.2. All other provisions of this Agreement shall be deemed merged into or waived by
the instruments of Closing, except for those provisions that specifically state that they survive Closing or
termination (each a "Surviving Provision'}. If a Surviving Provision states that it survives for a 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 a claim is made in writing,
with a description of the claim 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 Agreement, which breach is not cured within ten (10) days after written notice of
default from Seller specifying the breach (provided, however, that no such 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 as a
penalty. PURCHASER AND SELLER AGREE THAT IT WOULD BE EXTREMELY DIFFICULT OR
IMPRACTICAL TO QUANTIFY THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF A 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 OF A 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 a breach by Purchaser of its
obligations under any Surviving Provisions, Seller may exercise any rights and remedies available at law
or in equity.
17. Seller's Defaults; Purchaser's Remedies. In the event of a breach by Seller of obligations
under this Agreement, which breach is not cured within ten (10) days after written notice of default from
Purchaser specifying the breach (provided, 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 Seller, 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 of a breach by Seller of its obligations under any
Surviving Provisions, Purchaser may exercise any rights and remedies available at law or in equity.
18. Closing Costs. Costs 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 to the terms
of this Agreement.
18.2. Purchaser shall pay: (i) the premium for the extended coverage portion of the
owner's Title Policy, and any endorsements; (ii) the cost of recording the Deed; (iii) any of the escrow fees
from the Escrow Agent; (iv) any real estate excise or transfer taxes; and (v) all other costs and expenses
allocated to Purchaser pursuant to the terms of this Agreement.
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19. Proration of Income and Expenses. At Closing, the following items shall be paid or adjusted
or prorated between Seller and Purchaser as specified, as of the Closing Date, with the day of Closing
being for Purchaser's account:
19.1. Ad valorem and similar taxes, and assessments for the then current tax year
relating to the Property shall be prorated as of the Closing Date. All assessments, if any, existing or pending
as of the Closing Date, whether due and payable before or after such date, shall be paid by Seller in full at
Closing to the assessing entity.
19.2. 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 services to Seller to be cancelled, in which event, Purchaser shall establish a
new account with the utility, and Seller shall be entitled to any deposits on account paid by Seller.
20. Post -Closing Adjustments. Seller and Purchaser agree that, to the 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 Date 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 Brokerage Commissions. Purchaser is represented by Heartland LLC. Seller is not
represented in this Transaction by any real estate broker or finder. Purchaser shall compensate Heartland
LLC by separate agreement. Seller shall indemnify Purchaser against, and hold Purchaser harmless from,
any and all claims (and all expenses incurred in defending any such claims or in 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
Seller. Purchaser shall indemnify Seller against, and hold Seller harmless from, any and all claims (and all
expenses incurred in defending any such claims or in 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 Exchange. If Seller wishes to structure the Transaction as part of a 1031 tax
deferred exchange, Purchaser agrees to cooperate in such efforts, and to sign documents to accomplish
such purposes; provided, however, that there shall be 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 of such 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.
23.1. This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, legal representatives, successors 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 an 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
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PSA Form (Tukwila) — FS-54B
to the original or the same counterpart. A facsimile, scanned, or other copy of a signed version of this
Agreement has the same effect as an original. Delivery by electronic transmission such as email, download
or facsimile shall be deemed effective delivery.
23.2. Any notice, request, demand, instruction or other document required or permitted
to be given or served hereunder or under any document or instrument executed pursuant hereto shall be
in writing and shall be delivered personally, or by overnight express courier, and addressed to the parties
at their respective addresses set forth below, and the same shall be effective upon receipt if delivered
personally or via overnight express courier. A party may change its address for receipt of notices by service
of a notice of such change in accordance herewith.
If to Purchaser: City of Tukwila
Office of the City Clerk
6200 Southcenter Boulevard
Tukwila, WA 98188
With a copy to: Tukwila City Attorney
ATTN: Rachel B. Turpin
6200 Southcenter Boulevard
Tukwila, WA 98188-2544
Email: Rachel. turpin(a)tukwilawa.gov
Office: 206-433-7199
If to Seller: Rebecca Taube and Jerry Wilke
16625 113th Ave SE
Renton, WA 98055
Phone: 541-999-4530
Email: wilke2@gmail.com
With a copy to:
ATTN:
Email:
Office:
Fax:
If to Escrow Agent: As in Section 1.5.
23.3. In any legal proceeding arising in connection with this Agreement (including
without limitation any arbitration and appellate proceedings as well as any bankruptcy, reorganization,
liquidation, receivership or similar proceeding) the substantially non -prevailing party agrees to pay to the
substantially prevailing party all reasonable costs and expenses, including attorneys' fees and other legal
costs, expended or incurred by the substantially prevailing party in connection therewith (whether incurred
before, during, or subsequent to any such action or proceeding).
23.4. Risk of loss or damage to the Property by condemnation, eminent domain, or
similar proceedings (or deed in lieu thereof), or by fire or any other casualty, from the Effective Date until
the Closing will be on Seller, and thereafter will be on Purchaser.
23.5. Casualty Loss.
23.5.1. If at any time prior to the Closing Date, any portion of the Property is
destroyed or damaged as a result of fire or any other casualty whatsoever, 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 (30) days thereafter, shall provide Purchaser with an
PSA Form (Tukwila) — FS-54B
estimate of the cost of restoring the Property to the condition it was in immediately before such damage or
destruction from an independent consultant acceptable to Purchaser and Seller. The Closing Date shall
be postponed, as required, 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 Closing, Seller shall assign to Purchaser all rights of Seller 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 policy, but
without any other claim or offset resulting from such destruction or damage.
23.5.2. If the cost of restoring and repairing the portion of the Property so
damaged to substantially its present condition is more than Fifty Thousand Dollars ($50,000.00), 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 estimate, 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 Date shall be postponed, as required, 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 to exercise its option to terminate. If Purchaser
shall not elect to terminate this Agreement as provided in this Section 23.5.2, 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 Closing, Seller shall assign to Purchaser all rights of Seller 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 policy, but without any other claim or offset resulting 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 23.5 shall not apply to any
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 in Land Tax Act (FIRPTA), IRC Section 1445 and regulations promulgated thereunder.
23.7. This Agreement has been submitted to the scrutiny of all parties hereto and their
counsel, if desired, and shall be given a 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 in this Agreement. In computing any period of time pursuant to this Agreement, if the
final day of a period, act or event falls on a day which is not a 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 be postponed. A business day shall mean Monday through Friday, excluding days designated
as a postal holiday by the United States Postal Service.
23.9. 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.
23.10. As used in this Agreement, "Affiliate" means, as to any person or entity: (a) any
other person or entity that, directly or indirectly, is in control of, is controlled by or is under common control
with such person or entity; or (b) is a director, officer, shareholder, partner, member or associate of such
person or entity, or of an Affiliate of such person or entity. "Control" means the possession, directly or
Page 10
PSA Form (Tukwila) — FS-54B
indirectly, of the power to direct or cause the direction of management, policies or activities of a 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 Purchaser, shall be a material
default by Purchaser under this Agreement.
24. Termination of Offer. Submission of this Agreement by one 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
if the other party has not returned two (2) fully executed copies hereof to the other party by 5:00 P.M. Pacific
time on the tenth business day after receipt.
[Signatures on following page]
Page 11
PSA Form (Tukwila) — FS-54B
PURCHASER:
CITY OF TU WILA, a municipal corporation
By:
Y
Name----� _ •
Title: Mayor
Date. 01 C s C
Attest:
By
o City Clerk
Approved as to form:
By:
City Attorney
SELLER:
Rebecca Darlene Taube & Jerry Dean Wilke
Bv:
Name: t.ec 'S•a� a'c
Title:
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 B
Documents and Information to be Provided by Seller
1. Copies of any real estate or personal property ad valorem tax statements for the past two full
calendar years, 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 of all fixtures and tangible personal property, and an itemization of all leased property.
5. All architectural, mechanical, electrical, plumbing, drainage, construction, and similar plans,
specifications and blueprints possessed by Seller relating to the Improvements, and any survey.
6. 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 or governmental entity relating
in any respect to the environmental condition of the Property.
8. The utility bills for the past two full calendar years and year-to-date up to the Closing Date.
9. All accounts payable, bills, and other obligations related to the Property.
10. 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 or guest or invitee of a tenant.
12. The results or reports of any fire inspection in the last two full calendar years and year to date.
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 of any prior title policies issued with respect to the Property.
PSA Form (Tukwila) — FS-54B
EXHIBIT C
BILL OF SALE AND ASSIGNMENT
This Bill of Sale and Assignment is given pursuant to that certain Purchase and Sale Agreement
( "PSA ") dated as of v. Y 7 i 1 201 � _, as amended, between
kZeV "`'% cc4 7-- U,46 ("Assignor') and City of Tukwila, a municipal corporation operating
under the laws of the State of Washington as a non -charter code city ("Assignee's.
1 _ For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged:
Assignor hereby sells, transfers, assigns and conveys to Assignee:
1.1 All right, title and interest of Assignor in and to all furniture, fixtures, fittings, apparatus.
equipment, machinery, and other items of tangible personal property and replacements thereof, if any,
affixed or attached to or used in connection with the operation, maintenance, or management of the
Improvements, including but not limited to appliances, sweepers, cleaning supplies, tools, office furniture
and equipment, stationery, office supplies, and janitorial supplies ("Personal Property's located on, and
used in connection with the management, maintenance, ownership or operation of that certain land and
improvements ("Land') legally described on Exhibit A, but excluding tangible personal property owned by
the tenants of the Land under the Tenant Leases (as defined below).
1.2 To the extent assignable, all right, title and interest of Assignor in and to all intangible
property (`Intangible Property's owned or held 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 rights, water rights, permits, development rights, approvals, licenses,
warranties, and plans and specifications.
2. Assignor hereby represents and warrants that the property conveyed hereunder is free and clear
of all liens, leases and encumbrances (except those expressly approved by Purchaser pursuant to the
PSA).
Dated effective as of J 1,?11'v� ,�,, r' 20 (the "Conveyance Date" }.
ASSIGNOR:
�}
Name` J1}-
Title: X' f
Page 15
PSA Form (Tukwila) — FS-54B
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