HomeMy WebLinkAbout19-078 - Tukwila Village Development Associates - Tukwila Village Phase II Purchase and Sale AgreementReference 19-078
PURCHASE PRICE ADDENDUM TO REAL ESTATE PURCHASE AND SALE AGREEMENT
This Purchase Price Addendum to Real Estate Purchase and Sale Agreement (this
"Addendum") is made effective on August 26, 2019, by and between Tukwila Village
Development Associates, LLC, a Washington limited liability company ("Purchaser"), and the
City of Tukwila, a municipal corporation operating under the laws of the State of Washington as
a non -charter code city ("Seller").
RECITALS
A. Purchaser and Seller are the parties to that certain Real Estate Purchase and
Sale Agreement (Tukw(la Village Phase 2) dated May 6, 2019 for reference purposes (the
"PSA"), for certain real property located in Tukwila, King County, Washington, consisting of
Parcel A and Parcel B of City of Tukwila Lot Consolidation No. L13-021, as more particularly
described in the PSA.
B. Pursuant to Section 3 of the PSA, Purchaser and Seller desire to memorialize the
determination of the Purchase Price.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set
forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Seller and Purchaser hereby agree as follows:
1. Definitions. Capitalized terms used but not defined or amended herein shall
have the meaning given to such terms in the PSA.
2. Purchase Price. Purchaser and Seller have each evaluated and made differing
determinations of the Adjusted Residual Land Value of the Phase 2 Land under Section 4.4 of
the DDA. For purposes of Section 3 of the PSA, Purchaser and Seller have agreed that the
Purchase Price shall be $2,753,090. In the event the PSA does not close by the Closing Date,
however, neither Purchaser nor Seller shall be bound by the foregoing Purchase Price or
determination of the Adjusted Residual Land Value of the Phase 2 Land.
3. Full Force and Effect. Except as specifically amended herein, all of the terms,
conditions, covenants, representations and warranties in the PSA are restated herein as if set
forth in full, and shall continue in full force and effect.
4. Counterparts. This Addendum 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. Delivery of a facsimile,
scanned, or other copy of a signed version of this Addendum has the same effect as delivery of
an original. Delivery by electronic transmission such as email or facsimile shall be deemed
effective delivery of a copy.
Addendum to PSA (Tukwila Village) 1
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the
date first written above.
SELLER:
PURCHASER:
CITY OF TUKWILA, a municipal corporation TUKWILA VILLAGE DEVELOPMENT
ASSOCIATES, LLC, a Washington corporation
By:
Name: Allan E ber
Title: Mayor
Attest:
By:
Christy O'Flaherty,City Clerk
Approved as to form:
Addendum to PSA (Tukwila Village) 2
61L-I
By:
Name: Bryan M. Park
Title: Manager
19-078
Ref 18-192 Approved 11/5/18
REAL ESTATE PURCHASE AND SALE AGREEMENT
(Tukwila Village Phase 2)
This Real Estate Purchase and Sale Agreement ("Agreement") is entered into by and between
Tukwila Village Development Associates, LLC, a Washington limited liability company ("Purchaser"), and
the City of Tukwila, a municipal corporation operating under the laws of the State of Washington as a non -
charter code city ("Seller' }.
Purchaser and Seller are the parties to that certain Disposition and Development Agreement dated
as of October 30, 2012 for the Tukwila Village Development (the "DDA") and that certain Development
Agreement for the Tukwila Village Development Project dated as of December 21, 2012 (the "DA"). This
Agreement is entered into pursuant to the DDA and the DA, and is subject to all of the terms and conditions
of the DDA and the DA. This Agreement is intended to facilitate the closing of the second and final
Development Phase as defined in the DDA. In the event of any conflict between the terms of the DDA or
the DA and the terms of this Agreement, the terms of this Agreement shall control.
1. Definitions. The following capitalized terms in this Agreement shall have the following
definitions. Capitalized terms used but not defined herein shall have the meaning given to such terms in
the DDA:
1.1. "Phase 2 Property" or "Phase 2 Land" means that certain real property located
in Tukwila, King County, Washington, and consisting of Parcel A and Parcel B of City of Tukwila Lot
Consolidation No. L13-021, and legally described on ExhibitA hereto, together with any and all rights,
easements, and appurtenances pertaining thereto.
1.2. "Purchase Price" means the purchase price for the Phase 2 Property,
determined in accordance with Section 3.
1.3. "Effective Date" means the date that a copy of this Agreement, fully executed
by Purchaser and Seller, is delivered to both Purchaser and Seller.
1.4. "Escrow Agent" and "Title Company" means First American Title Insurance
Company, National Commercial Services, Attn: Jean Couch, 818 Stewart, Suite 800, Seattle Washington
98101, Phone 206-615-3118, Fax 866-279-9534, E-mail JCouch@firstam.com.
1.5. "Closing Date" means the date which is five (5) business days after the
satisfaction of the Mutual Closing Conditions and Seller's Closing Conditions, but in no event later than
September 30, 2019.
1.6. "Phase 2 Improvements" means, collectively, the Building A Improvements and
the Building B Improvements.
1.7. "Building A Improvements" means a 6-story, elevator serviced mixed -use
facility containing 79 residential rental housing units which qualify as senior housing, of which at least 50%
have no income or rent restrictions, four live/work units, and at least 8,000 square feet of commercial space,
together with all related on -site improvements, including a structured parking garage, to be constructed on
Parcel A of City of Tukwila Lot Consolidation No. L13-021 in accordance with City of Tukwila Permit No.
D 14-0099.
1.8. "Building B Improvements" means a 5-story, elevator serviced mixed -use
facility containing 125 residential rental housing units which that qualify as senior housing, of which at least
50% have no income or rent restrictions, and two live/work units, together with all related on -site
improvements, including a structured parking garage, to be constructed on Parcel B of City of Tukwila Lot
Consolidation No. L13-021 in accordance with City of Tukwila Permit No. D18-0272.
1.9. "Transaction" means the purchase and sale of the Phase 2 Property pursuant
to this Agreement.
Pagel
PSA Phase 2 (Tukwila Village) 050219
2. Purchase and Sale. Purchaser hereby agrees to buy, and Seller hereby agrees to sell,
the Phase 2 Property on the terms of this Agreement, and subject to the conditions in this Agreement.
3. Purchase Price. The Purchase Price shall be the Adjusted Residual Land Value of the
Phase 2 Land, determined in accordance with Section 4.4 of the DDA; provided that in no event shall the
Purchase Price be less than Two Million, Three Hundred Thousand and No/100 Dollars ($2,300,000.00).
Developer shall provide its Residual Land Value Analysis Proposal to City within forty-five (45) days of the
Effective Date. As soon as the Purchase Price has been so determined, the parties shall memorialize the
same in a schedule to be attached to this Agreement. The Purchase Price shall be payable in full at Closing
via wire transfer of collected federal funds.
4. Deposit. Seller acknowledges Purchaser's Deposit of $100,000 made under the terms of
the DDA. In accordance with Section 2.2(C.) of the DDA, Purchaser and Seller have agreed that the
allocable portion of the Deposit to the Phase 2 Closing is 56.513%, and that consequently the remaining
portion of the Deposit in the amount of $56,513.00 shall be credited to the Purchase Price at Closing.
5. Seller's Closing Conditions. Seller's obligation to close the Transaction are expressly
contingent upon Seller's satisfaction or waiver of the following conditions ("Seller's Closing Conditions"):
5.1. Construction Contract. Seller has received and approved the Construction
Contract(s) between Buyer and General Contractor for the Phase 2 Improvements, which approval shall
not be unreasonably withheld, conditioned or delayed.
5.2. Purchaser's Financing Plan. Seller has received and approved Purchaser's
Financing Plan for the construction of the Phase 2 Improvements in accordance with Section 2.15 of the
DDA, which approval shall not be unreasonably withheld, conditioned or delayed.
5.3. Evidence of Availability of Funds. Seller has received and approved evidence
reasonably satisfactory to Seller that Purchaser has sufficient funds available to commence the Phase 2
Improvements, including without limitation any cash equity which is required to be expended prior to
Purchaser's financing proceeds, which approval shall not be unreasonably withheld, conditioned or
delayed.
5.4. Performance and Payment Guaranty. Seller has received and approved an
unconditional personal performance and payment guaranty from the principals of Purchaser in favor of
Purchaser's lender, guaranteeing completion of construction of the Phase 2 Improvements and
guaranteeing against construction cost overruns with respect to the Phase 2 Improvements, which
approval shall not be unreasonably withheld, conditioned or delayed.
5.5. Certificates of Insurance. Seller has received and approved Certificates of
Insurance from Purchaser evidencing the insurance required under Section 6.3(B.) of the DDA, which
approval shall not be unreasonably withheld, conditioned or delayed.
5.6. Regulatory Agreements. Seller has received and approved the form of any
regulatory agreements and/or covenants to be recorded against the Phase 2 Property at Closing in
connection with governmental requirements related to the federal low-income housing tax credit program,
the tax-exempt bond financing program, and/or any age or income restrictions, which approval shall not
be unreasonably withheld, conditioned or delayed.
5.7. Payment in Lieu of Constructing Frontage Improvements. At or prior to Closing,
Seller has received payment in full of all amounts owing from Purchaser to Seller under the Agreement By
and Between the City of Tukwila and Tukwila Village Development Associates, LLC for Payment in Lieu
of Constructing Frontage Improvements, dated July 25, 2017.
6. Mutual Closinq Conditions. Seller's and Purchaser's obligation to close the Transaction
are each expressly contingent upon the mutual satisfaction of the following conditions (the "Mutual Closing
Conditions"):
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PSA Phase 2 (Tukwila Village) 050219
6.1. Permits. The City of Tukwila has notified Purchaser that all building permits for
the construction of the Phase 2 Improvements have been approved and are ready to be issued.
6.2. Purchase Price. The Purchase Price for the Phase 2 Property has been
determined in accordance with Section 3 herein.
6.3. Utilities. Purchaser and Seller have mutually approved in writing the form of all
access, utility and parking easements necessary for the use and enjoyment of all of the Development
Parcels.
6A. Title Policy. Title Company is unconditionally committed to issue an ALTA
Standard Coverage Owner's Policy of Title Insurance (2006 policy form) to Purchaser, in the amount of
the Purchase Price, subject only to the Permitted Exceptions (as defined in the DDA).
7. The Closing and the Closing Date. The sale and purchase of the Phase 2 Property shall
be consummated at a Closing to be held on the Closing Date at the offices of the Title Company. Neither
party need be physically present at the Closing. As used in this Agreement, the term "Closing" shall mean
the date all of the documents necessary to transfer title to the Phase 2 Property to Purchaser are sent for
recording with the King County Recorder, and the sales proceeds are available to Seller. Title to and
possession of the Phase 2 Property shall transfer to Purchaser at Closing.
8. Seller's Obligations at the Closing. At the Closing, Seller shall do the following, through
Escrow Agent:
8.1. Execute and deliver to Purchaser and the Title Company the statutory warranty
deed in the form attached as Exhibit C to the DDA (the "Deed") conveying to Purchaser title to the Phase
2 Property.
8.2. Execute and deliver to the Title Company satisfactory evidence that all necessary
governmental approvals have been obtained 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 Seiler.
8.3. Execute and deliver to Purchaser such additional documents as are necessary to
carry out the provisions of this Agreement.
9. Purchaser's Obligations at the Closing. At the Closing, Purchaser shall do the following,
through Escrow Agent:
9.1. Deliver to Seller the Purchase Price,
9.2. Execute and deliver to the Title Company and Seller satisfactory evidence that all
necessary corporate, partnership, or other 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.
9.3. Execute and deliver to Seller such additional documents as are necessary to carry
out the provisions of this Agreement.
10. Representations and Warranties of Seller. Seller represents and warrants to Purchaser
the following:
10.1. 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.
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PSA Phase 2 (Tukwila Village) 050219
10.2. 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 Phase 2 Property is subject.
11. Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller
the following:
11.1. Purchaser 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 Purchaser hereunder.
11.2. This Agreement has been duly authorized by all necessary action on the part of
Purchaser, has been duly executed and delivered by Purchaser, constitutes the valid and binding
agreement of Purchaser and is enforceable in accordance with its terms. The person executing this
Agreement on behalf of Purchaser has the authority to do so.
11.3. The execution and delivery of, and the performance by Purchaser 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 Purchaser.
11.4. At all times prior to closing contemplated by this Agreement, Purchaser 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:
11.4.1. A person or entity listed in the Annex to, or otherwise subject to the
provisions of, the Executive Order.
11.4.2. 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.
11.4.3. 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.
11.4.4. A person or entity that commits, threatens or conspires to commit or
supports "terrorism" as defined in the Executive Order.
11.4.5. 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.
11.4.6. A person or entity who is an Affiliate of a person or entity listed in this
Section 11.4.
12. Purchaser's Defaults; Seller's Remedies. In the event of a breach by Purchaser of this
Agreement, which breach is not cured within thirty (30) days after written notice of default from Seller
specifying the breach, the same shall be deemed a "Developer Event of Default" under the DDA, and Seller
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PSA Phase 2 (Tukwila Village) 050219
shall be entitled to terminate this Agreement and exercise any remedies to the City under the DDA for a
Developer Event of Default.
13. Seller's Defaults; Purchaser's Remedies. In the event of a breach by Seller of this
Agreement, which breach is not cured within thirty (30) days after written notice of default from Purchaser
specifying the breach, the same shall be deemed a "City Event of Default" under the DDA, and Developer
shall be entitled to terminate this Agreement and exercise any remedies to the Developer under the DDA
for a City Event of Default.
14. Closing Costs. Costs of closing the Transaction shall be allocated between Seller and
Purchaser as follows:
14.1. Seller shall pay: (i) the premium for the standard coverage owner's Title Policy in
the amount of the Purchase Price; (ii) one-half of any escrow fees of the Escrow Agent; (iii) any real estate
conveyance, excise or transfer taxes; and (iv) all other costs and expenses allocated to Seller pursuant to
the terms of this Agreement.
14.2. Purchaser shall pay: (i) the additional premium for the extended coverage portion
of the owner's Title Policy, and any endorsements; (ii) the cost of recording the Deed; (iii) one-half of any
escrow fees of the Escrow Agent; and (iv) all other costs and expenses allocated to Purchaser pursuant to
the terms of this Agreement.
15. 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:
15.1. Ad valorem and similar taxes, and assessments for the then current tax year
relating to the Phase 2 Property shall be prorated as of the Closing Date.
15.2. All collected rents or other income and all operating expenses for or pertaining to
the Phase 2 Property, including but not limited to maintenance, security, management service and similar
contractual charges with respect to the Phase 2 Property shall be prorated between Purchaser and Seller
as of the Closing Date.
15.3. 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. If a utility
will not cancel Seller's account and replace it with a new Purchaser account, Seller shall at Closing transfer
the utility account to Purchaser, in which event: (i) Purchaser shall reimburse Seller at Closing for any utility
deposit transferred to Purchaser; and (ii) utility charges for such account shall be prorated between
Purchaser and Seller as of the Closing Date.
16. Post -Closing Adiustments. 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 Phase
2 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 Phase 2 Property attributable
to the period from and after the Closing Date. The provisions of this Section 16 shall survive the Closing
for ninety (90) days; any claim under this Section 16 shall be barred and shall lapse unless a claim is made
in writing, with a description of the claim made, on or before ninety (90) days after Closing.
17. As -is Purchase
17A. "As -Is" Purchase. Section 4.8(B.) of the DDA is incorporated herein by reference.
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PSA Phase 2 (Tukwila Village) 050219
17.2. Survival. Section 4.8(C.) of the DDA is incorporated herein by reference.
17.3. PURSUANT TO RCW 64.06.010, PURCHASER HEREBY WAIVES THE RIGHT
TO ANY SELLER DISCLOSURE STATEMENT WHICH WOULD OTHERWISE BE REQUIRED UNDER
RCW CH. 64.06. FURTHERMORE, IN THE EVENT A SELLER'S DISCLOSURE STATEMENT OR ANY
PORTION THEREOF IS REQUIRED UNDER RCW CH. 64.06, PURSUANT TO RCW 64.06.040(3),
PURCHASER HEREBY WAIVES ANY RIGHT OF RESCISSION OF THIS AGREEMENT PURCHASER
MIGHT OTHERWISE HAVE UNDER RCW CH. 64.06.
18. Brokerage Commissions. 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 18 shall survive the Closing or the termination of this Agreement without time
limitation.
19. Right of Reverter. Section 9.5 of the DDA is incorporated herein by reference.
20. Option to Repurchase, Reenter and Repossess. Section 9.6 of the DDA is incorporated
herein by reference.
21. Miscellaneous.
21.1. 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, together
with the DDA and the DA, 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 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.
21.2. 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: Tukwila Village Development Associates, LLC
c/o Pacific Northern Construction Company, Inc., Manager
14400 Tukwila International Boulevard, Suite 100
Tukwila, WA 98168
ATTN: Bryan M. Park, Manager
Email: bryanp@housing4seniors.com
Office: (253) 231-5001
If to Seller: City of Tukwila
Office of the City Clerk
6200 Southcenter Boulevard
Tukwila, WA 98188
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PSA Phase 2 (Tukwila Village) 050219
With a copy to: Pepple Cantu Schmidt PLLC
1000 Second Avenue, Suite 2950
Seattle, Washington 98104
Email: ihawkinson(a')_pcsle _ aq I corn
Office: (206) 625-2302
Fax No. (206) 625-1627
If to Escrow Agent: As in Section 1.4
21.3. 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).
21.4. Risk of loss or damage to the Phase 2 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.
21.5. Except for an assignment made in accordance with Section 7.4(C.) or (D.) of the
DDA, no assignment of this Agreement by Purchaser is permitted.
21.6. 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 Real Property Tax Act (FIRPTA), IRC Section 1445 and regulations promulgated thereunder.
21.7. 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.
21.8. 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.
21.9. 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.
21.10. 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
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.
21.11. 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.
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PSA Phase 2 (Tukwila Village) 050219
SELLER:
CITY
pCS- By:
Nar
Title
Date: (' — p q
Attest:
In
By: ('4�vr�
Chris y O'Flahggy, tMC, ity Clerk 47
Approved as to form:
By:
Jeffr y M. Hawkinson
City Attorney
Page 8
PSA Phase 2 (Tukwila Village) 050219
PURCHASER:
TUKWILA VILLAGE DEVELOPMENT
ASSOCIATES, LLC, a Washington limited liability
company
By:
Name: Bryan M. Park
Title: Manager
Date: ram -
EXHIBIT A
Legal Description of Phase 2 Land
Parcels A and B, City of Tukwila Lot Consolidation No. L13-021, recorded under King County
Recording No. 20150428900001.
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PSA Phase 2 (Tukwila Village) 050219