HomeMy WebLinkAbout14-222 - Leuqar BB LLC - Purchase and Sale Agreement (North Side of Longacres Way Property)14-222(a)
Council Approval N/A
FIRST AMENDMENT
TO
PURCHASE AND SALE AGREEMENT
This First Amendment to Purchase and Sale Agreement ("Amendment") is entered into
by and between Leugar BB, LLC, a Washington limited liability company ("Buyer"), and the
City of Tukwila, a municipal corporation of the State of Washington ("Seller") and amends that
certain Purchase and Sale Agreement by and between Leugar BB, LLC and the City of Tukwila,
dated Janua y 5, 2015 (together, the "Agreement"). This First Amendment shall be effective as
of June vim, 2016 (the "Amendment Effective Date").
Recitals
A. The Agreement provides Buyer with a Period of Examination until July 1, 2016,
in order to investigate the suitability of the Property.
B. The parties now desire to extend the period of examination for one year.
Agreements
NOW, THEREFORE, for and in consideration of good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows:
1. Section 3(a) of the Agreement is hereby amended to read as follows:
Period of Examination. Upon mutual execution of this Agreement (the "Period of
Examination"), Buyer may examine the Property and conduct such studies of the Property as
Buyer shall deem necessary, which shall be conducted at Buyer's sole cost, and which
investigations shall include, without limitation, the suitability (economic or otherwise) of the
Property, in Buyer's sole discretion, for Buyer's intended purposes. The Period of Examination
shall end on July 1, 2017, unless otherwise extended per this Agreement.
2. Except as herein modified or amended, all terms and conditions of the Agreement
shall remain unchanged and in full force and effect.
3. This Amendment may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument. Delivery of an electronic signature
of a signed version of this Amendment via email or facsimile shall have the same effect as
delivery of an original.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
Amendment Effective Date.
First Amendment to
Purchase and Sale Agreement
BUYER:
LEUQAR LLC, a Washington limited liability
company
Date signed: 6/P/ / /
Its: e*.r
SELLER:
CITY OF TUKWILA, a municipal co oration of
the State of Washin t. n
Date signed: 6 -tae iZ
By:Allan Ekberg
Its: Mayor of City of Tukwila
First Amendment to 2
Purchase and Sale Agreement
Return Address:
ocz.
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P&/tlCLs47Ot /Zi,V'G)
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20170711000012
CITY OF TUKWIL AG 136.00
PAGE-001 OF 014
07/11/2017 09:09
KING COUNTY, WA
ER'S Cover Sheet
(RCW 65.04)
licase print or type 1111u11116 UU❑ •1[iv ii+i.vs va.
Title(s) therein): (all areas applicable to your document must be filled in)
Document (or transactions contained
1. Pure"r-i4 Am) •SA uL li 6-KEPEfsrr 2.
3. 4.
Reference Number(s) of Documents assigned or released:
Additional reference #'s on page of document
Grantor(s) Exactly as name(s) appear on document
1. C 1-7 i o t v l-- W t LA
2. ,
Additional names on page of document.
Grantee(s) Exactly as name(s) appear on document
1. LeLk_ 6 A '-- 6 LLC.,
2. ,
Additional names on page of document.
Legal description (abbreviated: i.e. lot, block, plat or section, township, range)
PAR a oF -Tv,_L-3(cfi- cA * Lco(o--a-77 gcr- (2c -7 /01190000L
S f) i3 i_A- i-ccA.--reo i'J E i J a o s it3 tic( O F J if - P 3- 0 q
Additional legal is on page i i of document.
Assessor's Property Tax Parcel/Account Number ❑ Assessor Tax # not yet assigned
Oqa 30(4._ 634f
The Auditor/Recorder will rely on the information provided on this form. The staff will not read the document
to verify the accuracy or completeness of the indexing information provided herein.
"I am signing below and paying an additional $50 recording fee (as provided in RCW 36.18.010 and
referred to as an emergency nonstandard document), because this document does not meet margin and
formatting requirements. Furthermore, I hereby understand that the recording process may cover up or
otherwise obscur om- part of the text of the original document as a result of this request."
Signature of Requesting Party
Note to submitter: Do not sign above nor pay additional S50 fee if the document meets margin/formatting requirements
14-222 (a)
Council Approval N/A
FIRST AMENDMENT
TO
PURCHASE AND SALE AGREEMENT
This First Amendment to Purchase and Sale Agreement ("Amendment") is entered into
by and between Leugar BB, LLC, a Washington limited liability company ("Buyer"), and the
City of Tukwila, a municipal corporation of the State of Washington ("Seller") and amends that
certain Purchase and Sale Agreement by and between Leugar BB, LLC and the City of Tukwila,
dated January 5, 2015 (together, the "Agreement"). This First Amendment shall be effective as
of June2 2016 (the "Amendment Effective Date").
Recitals
A. The Agreement provides Buyer with a Period of Examination until July 1, 2016,
in order to investigate the suitability of the Property.
B. The parties now desire to extend the period of examination for one year.
Agreements
NOW, THEREFORE, for and in consideration of good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows:
1. Section 3(a) of the Agreement is hereby amended to read as follows:
Period of Examination. Upon mutual execution of this Agreement (the "Period of
Examination"), Buyer may examine the Property and conduct such studies of the Property as
Buyer shall deem necessary, which shall be conducted at Buyer's sole cost, and which
investigations shall include, without limitation, the suitability (economic or otherwise) of the
Property, in Buyer's sole discretion, for Buyer's intended purposes. The Period of Examination
shall end on July 1, 2017, unless otherwise extended per this Agreement.
2. Except as herein modified or amended, all terms and conditions of the Agreement
shall remain unchanged and in full force and effect.
3. This Amendment may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument. Delivery of an electronic signature
of a signed version of this Amendment via email or facsimile shall have the same effect as
delivery of an original.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
Amendment Effective Date.
First Amendment to
Purchase and Sale Agreement
e}la IQuyt -cam_
BUYER:
LEUQAR LLC, a Washington limited liability
company
By: L
Its: cFaxi,
SELLER:
CITY OF TUKWILA, a municipal corporation of
the State of Washinon
k
B jt Allan Ekberg
Its: Mayor of City of Tukwil
First Amendment to 2
Purchase and Sale Agreement
Date signed: 647/ l /
Date signed:
V-J,b
14-222
Council Approval 8/18/14
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is
entered into by and between Leugar BB, LLC, a Minnesota corporation, as
Buyer, and the City of Tukwila, a Washington State municipal corporation, as
Seller.
AGREEMENT
FOR AND IN CONSIDERATION of the mutual promises and covenants
contained herein, the sufficiency of which is unconditionally acknowledged by
Buyer and Seller, the parties hereto agree as follows:
1. The Property. Seller agrees to sell and Buyer agrees to
purchase from Seller the property as described on Exhibit A (the "Property") and
commonly known as the Longacres Parcel which is located in Tukwila, WA
(Assessor Tax Parcel #242304-9034).
2. Purchase Price and Payment. The total purchase price is
One Million Six Hundred Thousand and NO/100ths Dollars ($1,600,000.00) (the
"Purchase Price"), payable as follows: Ten Thousand and NO/100ths DOLLARS
($10,000.00) Earnest Money payable to the City of Tukwila was submitted to the
City Clerk, Tukwila City Hall on December 18 h, 2014 according to bid for city
property, with the balance of the Purchase Price to be deposited in Escrow at
Closing. The Earnest Money shall be applicable to the Purchase Price at Closing
and refundable as provided herein.
3. Contingencies. This Agreement and the obligations of Buyer
hereunder are contingent upon satisfaction or written waiver of all of the
conditions as hereinafter set forth.
(a) Period of Examination. Upon mutual execution of
this Agreement (the "Period of Examination"), Buyer may examine the Property
and conduct such studies of the Property as Buyer shall deem necessary, which
shall be conducted at Buyer's sole cost, and which investigations shall include,
without limitation, the suitability (economic or otherwise) of the Property, in
Buyer's sole discretion, for Buyer's intended purposes. The Period of
Examination shall end on July 1, 2016 unless otherwise extended per this
Agreement.
(i) Notice of Intent. On or before the close of
the Period of Examination and any extension thereof, Buyer shall provide Seller
with Written Notice of Buyer's intent to purchase the Property or terminate this
Agreement (the "Notice of Acceptance/Termination"). Failure to provide such
written Notice of Acceptance as required herein shall be conclusively deemed
waiver by Buyer of its right to purchase the Property, this Agreement shall
immediately become null and void, and the Earnest Money shall immediately be
returned to Buyer.
(ii) Earnest Money Forfeiture. If this
Agreement has not otherwise been terminated as provided herein, after the
Period of Examination, including any extension thereof, all Earnest Money shall
be non-refundable but applicable to the Purchase Price. Thereafter, if Buyer fails
without legal excuse to Close Escrow in accord with Section 5 of this Agreement,
avvia Or:
Purchase and Sale Agreement
Longacres Parcel
Page 2
all Earnest Money becomes property of the Seller as its sole and exclusive
remedy.
(iii) Documents. Seller, at its expense, shall
make available to Buyer 'true and correct copies of all documents, instruments,
and materials relating to the Property including, but not limited to, any existing
surveys, soils reports, and all other leases, contracts, documents, instruments or
papers of significance to the Property or which might assist Buyer with its
examination of the Property.
(iv) Right of Entry. Buyer, its agents and its
contractors, shall be entitled to reasonable access to the Property at any time
during the Period of Examination and, if Buyer decides to purchase the Property,
prior to Closing, to conduct its studies. Because access to the Property permits
access to Buyer's adjoining property, during the term of this Agreement, to the
extent Seller has actual knowledge, it shall use reasonable efforts to timely notify
Buyer whenever anyone other than a City official, employee, agent or contractor,
enters the Property. Buyer may disturb the Property as may be required for its
tests and studies on condition that to the extent possible such tests and studies
shall be nondestructive. Buyer shall indemnify and hold Seller harmless from
any liability arising out of Buyer's performance of such tests and studies.
However, it is specifically agreed that Buyer shall not be responsible for any
cleanup costs, claims, liabilities, or obligations relating to any hazardous waste
contamination at the Property that Buyer may uncover during its pre -closing
inspections, and Sellers shall indemnify and hold Buyer harmless from any such
costs, claims, liabilities, or obligations. The obligations set forth in this section
shall survive expiration or termination of this Agreement.
(b) Seller's Warranties. The continuing truth and
correctness of Seller's representations and warranties contained in this
Agreement, and the timely performance by Seller of Seller's covenants, and
delivery by Seller to Buyer of all documents or instruments required hereunder.
(c) Title and Survey. Buyer's acceptance of title and
the survey pursuant to Section 4 of this Agreement. Buyer, at any time or times
on or before Closing, at its sole election, in order to close, may waive any of the
conditions to its obligations hereunder, but any such waiver shall be effective
only if contained in a writing signed by Buyer and delivered to Seller.
4. Title.
(a) Title Commitment. Buyer shall, at Buyer's sole
cost and within five (5) days of the mutual execution of this Agreement, order a
Preliminary Title Report from the Title Insurance Company of its choice
(hereinafter "Title Company"), to be delivered directly to Buyer (the "Report"), for
the Property together with copies of all documents supporting exceptions (the
"Exceptions") set forth in the Report. Buyer may, at Buyer's sole cost and
expense, order an ALTA survey of the Property, certified to Buyer and Title
Purchase and Sale Agreement
Longacres Parcel
Page 3
Company, having all corners marked and all other easements and utilities
delineated in the Survey (the "Survey"). After execution of this Agreement, Seller
shall not alter the condition of title except as to remove any defects of title in its
election or as requested by Buyer.
(b) Title Exceptions. Buyer shall have sixty (60)
calendar days from receipt of the Report and any Survey within which to give
written notice to Seller of Buyer's disapproval of any Special Exceptions. (the
"Objection Notice") For purposes of this Agreement, "Special Exceptions" means
the special exceptions to title set forth in the Report or the Survey, which relate to
restrictions, conditions, defects or other matters, which would interfere with
Buyer's intended use of the Property. The written notice shall state with
specificity those Special Exceptions to which objection is being made. Buyer's
failure to specifically enumerate such Special Exceptions within such written
notice or Buyer's failure to timely provide such written notice shall be conclusively
deemed Buyer's waiver and/or approval of all Special Exceptions. Buyer hereby
approves those standard exceptions commonly and ordinarily found in
commitments or title binders for standard coverage fee owner policies.
(c) Seller's Cure of Objections. Seller shall have sixty
(60) calendar days from delivery of the Objection Notice to cure such objections
to Special Exceptions, or to commence action to cure such objections that
require more than sixty (60) calendar days, or have the Special Exceptions
waived or removed by the Title Company issuing the commitment. If, within such
period, Seller fails to cure, commence cure and diligently pursue it thereafter,
and/or have waived such objections to Special Exceptions, or within such period
Seller delivers written notice to Buyer that it will not so cure, then, within ten (10)
calendar days from the delivery of such notice or the end of the period for cure,
whichever is first, Buyer shall have the option to:
(i) Agree in writing to extend the period of
time in which Seller may cure such Objections and/or Exceptions; or
(ii) Elect in writing to purchase the Property
subject to such objections to Special Exceptions with no diminution in the
Purchase Price; or
(iii) Terminate this Agreement, in which event
all sums paid or deposited by Buyer, including the Earnest Money, shall
immediately be returned to Buyer. Buyer's failure to respond to Seller in writing
shall be conclusively deemed an election of its right to terminate this Agreement
pursuant to this subsection.
(d) Condition of Title. Seller covenants to convey the
Property in a condition to be insured by the Title Company, as hereinafter
provided. Closing shall be conditioned upon the Title Company issuing or
committing to issue to Buyer a Washington Land Title Association standard or
extended form of Owner's Policy of Title Insurance in the amount of the Purchase
Price insuring a fee interest in the Property to the Buyer free and clear of all
matters except Special Exceptions permitted or waived by Buyer, the lien of
current real property taxes not yet due and payable, and those matters excluded
Purchase and Sale Agreement
Longacres Parcel
Page 4
from coverage by the printed exceptions and exclusions in the form of title
insurance policy required herein. Prior to Closing, Buyer shall be entitled to
obtain a date -down Report confirming compliance with this Agreement.
5. Closing.
(a) Escrow. Closing this Purchase and Sale
Agreement shall occur through an escrow (the "Escrow") with the Title Company
(which shall appoint and identify to the parties a "Closing Agent") when the Title
Company is in a position to issue the Title Policy and all documents and funds
have been deposited with the Title Company.
(b) Closing Date. Unless an earlier date is agreed to in
writing by the parties, the "Closing Date" shall be July 29, 2016.
(c) Deposit of Closing Documents.
(i) Seller. On or before the Date of Close of
Escrow, Seller shall duly execute and deposit into Escrow with Closing Agent:
(A) A Statutory Warranty Deed (the
"Deed"), in form and substance acceptable to Buyer for the Property together
with an accompanying Real Estate Excise Tax Affidavit; and
(B) Such assignments, bill of sale,
and/or other transfer instruments, in form and substance acceptable to Buyer,
sufficient to transfer to Buyer all of Seller's right title and interest in any and all
leases contracts, licenses, or other documents or instruments relating to the
Property.
(C) An Affidavit of Non -Foreign
Status required by Title Company in connection with section 1445(e) of the
Internal Revenue Code.
(ii) Buyer. On or before the Date of Close of
Escrow, Buyer shall deposit the following:
(A) One Million Six Hundred
Thousand AND NO/100ths Dollars ($1,600,000.00), constituting the Purchase
Price, less Earnest Money already deposited with Escrow.
(B) Additional cash in an amount
necessary to pay Buyer's share of closing costs, title insurance, and prorations
set forth herein.
(d) Closing Costs and Prorations. At Closing, Buyer
shall pay all commissions due to any broker hired by Buyer. Seller shall pay all
commissions due to any broker hired by Seller and shall pay the Real Estate
Excise Tax. Seller shall purchase a standard owners policy of title insurance
benefitting Buyer. At Buyer's discretion, Buyer shall purchase extended coverage
Purchase and Sale Agreement
Longacres Parcel
Page 5
for the owner's title insurance policy and a lender's title insurance policy. Buyer
and Seller shall each pay half of all other closing expenses including Escrow fees
and charges and the cost of recording the Deed. All real property taxes and
utilities shall be prorated between Seller and Buyer as of Closing and shall be
paid as part of Closing.
(e) Procedure. Closing Agent shall close Escrow as
follows:
(i) Prepare a Real Estate Excise Tax Affidavit
and record the Deed with instructions for the county recorder to deliver the Deed
to the Buyer; and
(ii) Pay the Purchase Price to Seller, reduced
by prorations and any existing encumbrances and/or liens in order to provide
clear title to the Buyer; and
(iii) Deliver the executed Affidavit of Non -
Foreign Status to Buyer; and
(iv) Forward to Buyer and Seller, in duplicate, a
separate accounting of all funds. received and disbursed for each party and
copies of all executed and recorded or filed documents deposited into Escrow,
with such recording and filing date endorsed thereon.
(f) Incorporation of Escrow Instructions. This
Agreement shall serve as escrow instructions, and an executed copy of this
Agreement shall be deposited by Buyer with Closing Agent following execution
hereof. The parties may execute additional escrow instructions, provided such
additional instructions do not change the terms of this Agreement.
6. Possession. Buyer is entitled to possession of the Property
on the date of Closing.
7. Seller's Warranties. Seller represents and warrants the
following to Buyer:
(a) Seller has the power, right, and authority to make
this Agreement with Buyer;
(b) Seller is not in default and will not during the term of
this Agreement default or permit a default to exist on any of its obligations under
any real estate contract, lease, mortgage, or deed of trust affecting any portion of
the Property;
(c) Seller is and shall be entitled to terminate on or
before the date of Closing and without breach of any agreement the rights of all
parties who are not a party to this Agreement and who are entitled to possession
of any part of the Property;
Purchase and Sale Agreement
Longacres Parcel
Page 6
(d) Seller has good and marketable title to all of the
Property;
(e) There are no pending zoning changes of the
Property or any change to any easements or utilities relating to the Property;
(f) There are no material defects in the Property;
(g) All persons and corporations supplying labor,
materials, and equipment to the Property have been paid and there are no claims
of liens;
(h) There are no current assessments for public
improvements against the Property or any local improvement district or other
taxing authority having jurisdiction over the Property in the process of formation;
(i) There are no claims, defects, or boundary disputes
affecting the Property; and no person claims any right to possession to the
Property or any portion thereof adverse to Seller.
The warranties and representations set forth in this section will be deemed to
have been made again, on the Date of Closing, and will continue to be true,
complete, and correct as of the Closing.
8. Hazardous Material Provisions.
(a) Definition. The term "hazardous waste or materials
or substances" as used in this Agreement is used in its very broadest sense and
includes, but is not limited to, materials and substances designated as hazardous
under any federal, state, or local act or ordinance.
(b) Seller's Representations. Seller represents that it
has not received notification of any kind from any agency suggesting that the
Property is or may be targeted as a Superfund or clean up site. Seller represents
that, Seller does not keep, use, or dispose of, and Seller has not permitted
anyone else to keep, use, or dispose of, whether permanently or temporarily, on
the Property, any hazardous waste or materials or substances, and has no
reason to believe or suspect that Seller or any other person or entity has kept,
used, or disposed of, either temporarily or permanently, any hazardous waste or
materials or substances on the Property. Except as set forth below in section
9(c), Seller represents that Seller' has not conducted any test or studies to
specifically determine whether any hazardous waste or materials or substances
existed on the Property prior to Seller's ownership or as of the date of this
Agreement.
(c) Fuel Tanks on the Property. If Sellers or Buyer
has determined that various tanks and soil and/or ground water contamination
are in existence below ground level on the Property, Sellers agree, at its sole
cost and expense, to remove the tanks and provide for all associated remediation
of any and all contaminated soils caused by the tanks or any other source to the
satisfaction of Buyer and to a level that is acceptable to the appropriate
Purchase and Sale Agreement
Longacres Parcel
Page 7
regulating agency which is responsible for such matters sufficient to obtain a "no
further action" letter or the equivalent from such agency. The work shall be
completed prior to Closing. Sellers shall diligently pursue the completion of such
removal of such tanks and the remediation of any soil or ground water
contamination. Sellers agree to comply with all applicable laws, statutes, rules,
regulations, and ordinances in completing its work under this section. In the
event Sellers refuse to perform such removal and remediation, Buyer may
terminate this Agreement, in which event all sums paid or deposited by the Buyer
shall be returned to the Buyer, including the Earnest Money and Extension
Payment, if any.
9. Remedies.
(a) Seller's Default. In the event Seller defaults in
fulfilling its obligations under this Agreement, Buyer shall be entitled to all
remedies at law or equity including without limitation the right to enforce specific
performance of this Agreement against Seller.
(b) Buyer's Default. In the event Buyer fails, without
legal excuse, to complete the purchase, or otherwise defaults under the terms of
this Agreement, the Earnest Money shall be forfeited to the Seller as the sole and
exclusive remedy available to the Seller for such failure and default.
10. Risk of Loss; Insurance. Risk of loss of or damage to the
Property shall be borne by Seller until the date of Closing. Thereafter, Buyer
shall bear the risk of Toss. In the event of material loss of or damage to the
Property prior to the date of Closing, Seller shall not be obligated to restore the
Property nor pay damages to Buyer by reason of such loss or damage, and
Buyer may terminate this Agreement by giving notice of such termination to
Seller and Closing Agent, and such termination shall be effective and the Earnest
Money and Extension Payment, if any, shall be refunded ten (10) days thereafter;
provided, however, that Buyer may elect to purchase the Property in the
condition existing on the date of Closing and on Closing Seller shall assign to
Buyer the proceeds of any policy of insurance carried by or for the benefit of
Seller covering any Toss or damage to the Property occurring after the date
hereof and prior to the Closing date. Seller will submit an insurance claim and
use its best efforts to obtain insurance proceeds. On Closing Seller will pay to
Buyer, outside of escrow, the entire amount of insurance proceeds received prior
to Closing from such claim.
11. Notices. Except as specifically set forth herein, any demand,
request or notice which either party hereto desires or may be required to make or
deliver to the other shall be in writing and shall be deemed given when personally
delivered, or when delivered by private courier service (such as Federal
Express), or three days after being deposited in the United States Mail first class,
postage prepaid and addressed as follows:
(a) Seller's Addresses:
City of Tukwila
Office of the City Clerk
6200 Southcenter Boulevard
Purchase and Sale Agreement
Longacres Parcel
Page 8
Tukwila, WA 98188
(b) Buyer's Address:
Leuqar BB, LLC
6728 36th Ave SW
Seattle, WA 98126
The foregoing addresses may be changed by written notices to the other party as
provided herein.
12. Time. Time is of the essence in every provision herein
contained.
13. Buyer's Period of Acceptance. Buyer shall have twenty-one
(21) days from the date of delivery of this instrument to Buyer to accept this offer
by written signature. In the event Buyer does not accept this offer within the 21-
day period, the offer will be considered withdrawn, and this Agreement will be
null and void. Seller, and only Seller, may waive this 21-day limitation.
14. Binding Agreement. This Agreement shall inure to the
benefit of and be binding upon the heirs, personal representative, successors,
and assigns of the parties hereto. This Agreement is intended to run with the
land and shall be recorded against the Property by the Seller.
15. Development Restriction. For a period of three years from
Close of Escrow (the "Development Period"), the Buyer or assignee may only
develop the property for a public event facility accommodating at least 15,000
attendees or for parking or other infrastructure and uses developed in
combination with the public event facility. If Seller does not exercise its
repurchase rights as set forth in Section 16 herein, Buyer or assignee may
develop the Property for any lawful purpose except a multi -family residential
project in which the majority of units (i.e., greater than 51%) have limits on the
maximum allowable income of the tenants.
16. Repurchase Option.
(a) Repurchase Option. If Buyer does not submit a
complete building permit application for the public event facility or related uses as
described in Section 15 within the three (3) year Development Period, Seller shall
have the right but not the obligation to repurchase the Property from Buyer on
terms and conditions consistent with those in this Agreement. If Seller chooses
to exercise its right to repurchase the Property, Seller shall notify Buyer in writing
of its intention to do so no later than three (3) months after the end of the
Development Period.
(b) Repurchase Price. In the event Seller exercises its
option to repurchase the Property, Seller shall pay Buyer a repurchase price
equal to the Purchase Price paid by Buyer ($1,600,000.00)
Purchase and Sale Agreement
Longacres Parcel
Page 9
17. Attorneys' Fees. In the event of any litigation regarding the
rights and obligations of the parties under this Agreement, the prevailing party
shall recover its costs and attorneys' fees, including such costs and attorneys'
fees for appeals.
18. Survival of Warranties. The terms, covenants, warranties,
and representations contained in this Agreement shall not merge with the deed of
conveyance, but shall continue and survive Closing.
19. Entire Agreement. This Agreement contains the entire
understanding between the parties and supersedes any prior understandings and
agreements between them regarding the subject matter hereof. There are no
other representations, agreements, or understandings, oral or written, between
the parties hereto relating to the subject matter of this Agreement. No
amendment of, or supplement to, this Agreement shall be valid or effective
unless made in writing and executed by the parties hereto.
20. Seller's Covenants Pending Closing. Seller covenants for
the benefit of and agrees with Buyer that, pending Closing, Seller shall not do or
permit to be done any of the following other than in the ordinary course or
operation of the Property and without in each case securing Buyer's prior written
consent, which consent shall not be withheld unreasonably; enter into any lease
or rental agreement for the Property; make any agreements or commitments
relating to the maintenance, repair, replacement or operation of the Property for a
period extending beyond Closing; or commence or continue any construction
affecting the improvements other than ordinary maintenance and repair.
21. Governing LawNenue. This Agreement shall be controlled
by and interpreted under Washington law, without application or consideration of
any choice of law principles. Venue shall be in the State or Federal Courts of
King County.
[This section intentionally blank]
Purchase and Sale Agreement
Longacres Parcel
Page 10
IN WITNESS WHEREOF, the parties hereto have executed one or more copies
of this Agreement to be effective on the date of final signature.
Dated: (:'`l %1/
Dated: I J
BUYER:
Leugar BB, LLC
By: w�
Printed Name: 0043
Its: )24710r
SELLER:
City of Tukwila
� c
By:
Pri 1 Name:
APPROVED AS TO FORM:
Its:
ATTEST:
City Attorney City Clerk
_of tO
Purchase and Sale Agreement
Longacres Parcel
Page 11
EXHIBIT A
Description of Property
PAR 2 OF TUKWILA BLA #L06-077 REC #20071011900001 SD BLA
LOCATED IN E'/2 OF SW �/4 OF 24-23-04.
Situate in the City of Tukwila, County of King, State of Washington
Assessor Tax Parcel #242304-9034