HomeMy WebLinkAbout19-185 - Sundial Properties, LLC - Real Estate Purchase and Sale AgreementCITY OF TUKWILA PARKS & RECREATION ACQUISITIION
18-185
REAL ESTATE PURCHASE AND SALE AGREEMENT Council Approval 1212119
This Agreement is made as of the date this instrument is fully executed by and between
SUNDIAL PROPERTIES, LLC, as his separate property, ("Seller"), and THE CITY OF
TUKWILA, a municipal corporation of the State of Washington ("Buyer"), for purchase and sale
of that certain property situated in King County, Washington, described on Exhibit "A", and all
rights appurtenant (the "Property")
1. PURCHASE PRICE: The total purchase price for the Property is Five Hundred
Eighty Thousand and No/100 Dollars (US $580,000.00) ("Purchase Price"). The Purchase
Price is payable at closing in cash.
2. TITLE:
2.1 Deed: At closing, Seller will execute and deliver to Buyer a Statutory Warranty Deed
conveying and warranting good and marketable title to the Property free and clear of all defects
or encumbrances except for the lien of real estate taxes and drainage service charges not yet due
and payable and those defects and/or encumbrances (if any) identified on Exhibit "B"
(collectively, "Permitted Exceptions").
2.2 Title Insurance: At closing, Buyer shall receive (at Buyer's expense) an owner's
Standard ALTA policy of title insurance, dated as of the closing date and insuring Buyer in the
amount of the Purchase Price against loss or damage by reason of defect in Buyer's title to the
Property subject only to the printed exclusions appearing in the policy form and any Permitted
Exceptions.
3. CONTINGENCIES:
3.1 Environmental Review Contingency: The sale of the Property is contingent on a
determination by Buyer based upon an Environmental Site Assessment that there are not and
have not been any significant releases of hazardous materials on the Property. Seller hereby
grants Buyer's employees, agents or contractors a right of entry onto the Property for any site
inspections performed in connection with such Assessment. In connection with such inspections,
Buyer agrees to hold harmless, indemnify and defend Seller, its officers, agents and employees,
from and against all claims, losses, or liability, for injuries, sickness or death of persons,
including employees of Buyer caused by or arising out of any act, error or omission of Buyer, its
officers, agents, contractors, subcontractors or employees in entering Seller's property for the
above purposes, to the extent not caused by or arising out of any act, error or omission of Seller,
its officers, agents and employees.
0'r
Tukwila Duwamish River Davies Purchase Ag--RBT 20191115Page 1 of 12 12/03/19
3.2 Funding: The sale of the Property is contingent on receipt of grant funding and/or
appropriation by the City of Tukwila City Council of funds sufficient to close the sale.
3.3 Removal of Contingencies: Buyer shall have until December 13, 2019 to remove all
contingencies. Buyer may remove such contingencies by sending written notice (email is
sufficient) thereof to Seller pursuant to Paragraph 7 herein. If the contingencies are not removed
within this period, this Agreement shall be null and void.
4. RISK OF LOSS: Seller will bear the risk of loss of or damage to the Property prior to
closing. In the event of such loss or damage to the Property, Seller shall promptly notify Buyer
thereof and Buyer may, in its sole discretion, terminate this Agreement by giving notice of
termination to the Seller.
5. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS: Seller
represents warrants and covenants to the Buyer at the date of execution of this Agreement and
the date of closing that:
5.1 Authority: Seller, and the person(s) signing on behalf of Seller, has full power and
authority to execute this Agreement and perform Seller's obligations, and if Seller is a
corporation, all necessary corporate action to authorize this transaction has been taken;
5.2 No Leases: The Property is not subject to any leases, tenancies or rights of persons in
possession and Seller shall not enter into or establish any leases, tenancies or rights of persons in
possession prior to Closing;
5.3 No Material Defect: Seller is unaware of any material defect in the Property;
5.4 Debris and Personal Property: Seller will remove all debris and personal property,
prior to closing, located on the Property (if any) at Sellers cost and expense, and Seller will
indemnify and hold Buyer harmless from all claims and expenses arising from such removal;
5.5 Contamination: Seller represents and warrants that he/she/it has not caused or allowed
the generation, treatment, storage, or disposal of hazardous substances on the property, except in
accordance with local, state, and federal statutes and regulations, nor caused or allowed the
release of any hazardous substance onto, at, or near the Property. Seller is in compliance with all
applicable laws, rules, and regulations regarding the handling of hazardous substances, has
secured all necessary permits, licenses and approvals necessary to its operation on the Property,
and is in compliance with such permits. Seller has not received notice of any proceedings,
claims, or lawsuits arising out of its operations on the Property and, to the Seller's knowledge,
the property is not, nor has it ever been subject to the release of hazardous substances.
5.6 Fees and Commissions: Seller shall pay for any broker's or other commissions or fees
incurred by the Seller in connection with the sale of the Property and Seller shall indemnify and
hold Buyer harmless from all such claims for commission and/or fees.
Tukwila Duwamish River Davies Purchase Ag--RBT 20191115Page 2 of 12 12/03/19
5.7 Indemnification: Seller agrees to indemnify, defend, and hold harmless Buyer, its
employees, agents, heirs and assigns, from and against any and all damage, claim, liability, or
loss, including reasonable attorney's and other fees, arising out of or in any way connected to the
breach of any representation or warranty contained herein. Such duty of indemnification shall
include, but not be limited to damage, liability, or loss pursuant to all federal environmental
laws, Washington State environmental laws, strict liability and common law.
5.8 Contents of Septic Systems and Fuel Tanks: No less than 10 days prior to Closing,
Seller shall cause all septic systems and fuel tanks located on the Property to be emptied, and the
contents of said systems and tanks to be properly disposed of or removed from the Property.
Seller shall provide to Buyer prior to Closing adequate documentation that all requirements
under this Section 5.8 have been fulfilled.
5.9 Termination: If Buyer determines in its sole and absolute discretion that any
representation, warranty or covenant contained herein has been breached prior to Closing, Buyer
may elect to terminate this Agreement by sending written notice thereof to Seller pursuant to
Paragraph 7.
6. CLOSING:
Time for Closing: The sale will be closed in the office of the Closing Agent on December 20,
2019.
Buyer and Seller shall deposit in escrow with the Closing Agent all instruments, documents and
moneys necessary to complete the sale in accordance with this Agreement. As used in this
Agreement, "closing" and "date of closing" means the date on which all appropriate documents
are recorded and proceeds of the sale are available for disbursement to Seller. The Closing
Agent shall be:
Chicago Title Company
10500 NE 8th St, Suite 600
Seattle, WA 98004
6.2 Prorations: Closing Costs: Buyer will pay real estate excise taxes (if any are due) and
real property taxes prorated through the date of closing. Buyer will pay the premium for its
owner's title insurance policy, the cost of recording the Statutory Warranty Deed from the Seller,
and the Closing Agents escrow fees.
6.3 Possession: Buyer shall be entitled to possession of the Property at Closing.
6.4 Seller Questionnaire: The "Seller Questionnaire" is attached to this Agreement as
Exhibit "C", and shall be completed by Seller and delivered to Buyer at the time this Agreement
has been executed by both Parties. Nothing in the Seller Questionnaire creates a representation
or warranty by the Seller with respect to the Property, nor does it create any rights or obligations
Tukwila Duwamish River Davies Purchase Ag--RBT 20191115Page 3 of 12 12/03/19
for the Parties.
7. NOTICES: Any notices required herein shall be given to the parties at the addresses
listed below:
TO SELLER:
Douglas C. Davies
29849 232nd Ave SE
Black Diamond, WA 98010
Email: doug29035@gmail.com
TO BUYER:
City of Tukwila
c/o King County
Open Space Acquisitions
201 South Jackson Street, Suite 600
Seattle, WA 98104
8. DEFAULT AND ATTORNEYS' FEES:
8.1 DEFAULT BY BUYER: In the event Closing does not occur due to default by Buyer,
Seller's sole and exclusive remedy shall be to terminate this Agreement.
8.2 DEFAULT BY SELLER: In the event Closing does not occur due to default of Seller,
Buyer shall have the right to bring an action for specific performance, damages and any other
remedies available at law or in equity. In seeking any equitable remedies, Seller shall not be
required to prove or establish that Seller does not have an adequate remedy at law. Buyer hereby
waives the requirement of any such proof and acknowledges that Seller would not have an
adequate remedy at law for Buyer's breach of this Agreement.
8.3 ATTORNEY'S FEES: In an action to enforce this Agreement, each Party shall bear its
own attorney's fees and costs.
9. GENERAL: This is the entire agreement of the Buyer and Seller with respect to the
Property and supersedes all prior or contemporaneous agreements between them, written or oral.
This Agreement may be modified only in writing, signed by Buyer and Seller. Any waivers
under this agreement must be in writing. A waiver of any right or remedy in the event of a
default will not constitute a waiver of such right or remedy in the event of any subsequent
default. This Agreement is for the benefit of, and binding upon, Buyer and Seller and their heirs,
personal representatives, successors and assigns. The invalidity or unenforceability of any
provision of this Agreement will not affect the validity or enforceability of any other provision.
Time is of the essence in this agreement.
10. WASTE; ALTERATION OF PROPERTY: Seller shall not commit waste on the
Property, nor shall Seller remove trees or other vegetation, coal, minerals or other valuable
materials nor shall Seller substantially alter the surface or subsurface of the Property without the
express written consent of Buyer.
Tukwila Duwamish River Davies Purchase Ag--RBT 201911 15Page 4 of 12 12/03/19
11. SURVIVAL OF WARRANTIES: The terms, covenants, representations and
warranties shall not merge in the deed of conveyance, but shall survive closing.
12. TERMINATION OF OFFER: This offer shall terminate if not accepted by Seller on or
before December 4, 2019.
Signed in duplicate original.
BUYER: City of Tukwila, a municipal corporation
of the State of Washington.
BY: ,g6.
Date:
All berg, Thyor
a 4 —V")
SELLER:
APPROVED AS TO FORM
fice of tnvCi ttorney
Douglas Davies Date
Date
Date •
EXHIBITS: Exhibit A, Legal Description
Exhibit B, Permitted Exception/Title Report
Exhibit C, Seller Questionnaire
Tukwila Duwamish River Davies Purchase Ag--RBT 20191115Page 5 of 12 12/03/19
STATE OF WASHINGTON)
)SS.
COUNTY OF KING)
I certify that I know or have satisfactory evidence that Allan Ekberg is the person who appeared
before me, and said person acknowledged that he signed this instrument, on oath stated that he is
authorized to execute the instrument and acknowledged it as the Mayor of City of Tukwila to be
the free and voluntary act of such party for the uses and purposes mentioned in the instrument.
Dated: •Lk -k
a I" C,C
Printed name
Notary Public in and for the
State of Washington
Residing at
My appointment expires 3 -,;t61
Tukwila Duwamish River Davies Purchase Ag--RBT 20191115Page 6 of 12, 12/03/19
STATE OF WASHINGTON )
) SS.
COUNTY OF KING
On this 3trA.. day of 1)e-t-tx-4-,bgA- , 2019, before me, the
undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn
personally appeared Douglas C. Davies, to me known to be the individual described in and who
executed the foregoing instrument, and acknowledged to me that he signed and sealed the said
instrument as his free and voluntary act and deed for the uses and purposes therein mentioned.
WITNESS my hand and official seal hereto affixed the day and year in this certificate
above written.
JOCELYN F. KAMMINGA
NOTARY PUBLIC
STATE OF WASHINGTON
My Commission Expires April 25. 2020
v‘ F. 140,"1
Printed name
Notary Public in and for the
State of Washington, residing
•
at Ct
City and State
My appointment expires
Tukwila Duwamish River Davies Purchase Ag--RBT 20191115Page 7 of 12
12/03/19
STATE OF WASHINGTON )
) SS.
COUNTY OF KING
On this 'rek. day of le-d-e-rcltzli,c'
, 2019, before me, the
undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn
personally appeared Rita W. Payne, to me known to be the individual described in and who
executed the foregoing instrument, and acknowledged to me that he signed and sealed the said
instrument as his free and voluntary act and deed for the uses and purposes therein mentioned.
WITNESS my hand and official seal hereto affixed the day and year in this certificate
above written.
JOCELYN F. KAMMINGA
NOTARY PUBLIC
STATE OF WASHINGTON
My Commission Expires April 25. 2020
Printed name
nr"\ • V-A.Ir**--NIttC-`•
Notary Public in and for the
State of Washington, residing
at -.T.Ak.A.A.,2 ‘41K, t
City and State
My appointment expires Cfrt 11-S
Tukwila Duwamish River Davies Purchase Ag--RBT 201911I5Page 8 of 12
12/03/19
STATE OF WASHINGTON )
) SS.
COUNTY OF KING
On this rc"41 day of t=ie-c-it."-eNC:DGr---e , 2019, before me, the
undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn
personally appeared Bruce W. Putnam, to me known to be the individual described in and who
executed the foregoing instrument, and acknowledged to me that he signed and sealed the said
instrument as his free and voluntary act and deed for the uses and purposes therein mentioned.
WITNESS my hand and official seal hereto affixed the day and year in this certificate
above written.
JOCELYN F. KAMMINGA
NOTARY PUBLIC
STATE OF WASHINGTON
My Commission Expires April 25. 2020
name
Notary Public in and for the
State of Washington, residing
at t-0-44
City and State
My appointment expires
Tukwila Duwamish River Davies Purchase Ag--RBT 20191115Page 9 of 12 12/03/19
EXHIBIT A
LEGAL DESCRIPTION
That portion of Government Lot 6, in Section 10, Township 23 North, Range 4 East, W.M., in
King County, Washington, described as follows:
Beginning at a stone monument in the West line of said Section at a point which is 1168.66 feet
South from the Northwest corner thereof;
Thence East at right angles, 1312.86 feet to the East line of Lot 6, and the True Point of
Beginning;
Thence along said East line South 0°04'10.7" East along said East line, 40 feet to the North line
of South 116th Street;
Thence West along said North line 109.41 feet to the East line of the right of way of the Puget
Sound Power & Light Company;
Thence Northerly, along said East line, 254.46 feet, more or less, to the Duwamish River;
Thence Easterly along said River to a point from which True Point of Beginning bears South
0°04'10.7' East;
Thence South 0°04'10.7" East 213 feet, more or less, to the True Point of Beginning;
Except that portion thereof lying within road;
(Also known as Lots 43, 44 and 45, Bennett's Interurban Tracts, according to the unrecorded plat
thereof).
Tukwila Duwamish River Davies Purchase Ag--RBT 20191115Page 10 of 12 12/03/19
EXHIBIT B
PERMITTED EXCEPTIONS/TITLE REPORT
Those special exceptions listed on Chicago Title Company Title Report #192511-SC dated July
11, 2019, and any supplements thereto (which Title Report and Supplements are incorporated
into this Agreement by this reference) numbered 1, 2, 3, 4, 5 and 6 (Paid Current) (Schedule B-
II, Special Exceptions).
Tukwila Duwamish River Davies Purchase Ag--RBT 2019111 5Page 11 of 12 12/03/19
EXHIBIT C
Landowner Questionnaire
Title
1. Are there any encroachments,
boundary agreements, or boundary
disputes?
If yes, please explain:
2. Is there a private road or easement
agreement for access to the property?
3. Are there any written agreements for
joint maintenance of an easement or
road?
Annual Cost:
0 Yes No 1 Don't know
El Yes l.No LI Don't know
0 Yes allo 0 Don't know
Utilities
1. The source of water for the property is: V Private or publicly owned water system
[7 Private well serving only the subject property
0 Other water system:
2. The property is served by: 0-.Public sewer system
El On -site septic system
El Other disposal system:
3. Utilities are provided, as follows:
Oil:
Gas:
Oil:
Sewage:
Water:
4. List any leased equipment and terms:
Homeowner's Association
Is there a Homeowners' Association?
Name of Association:
Contact name:
Name of Association:
Contact phone number and/or address:
Annual membership dues:
Pending special assessments:
FlAA+2.* S 0 Ni• e-
0 Yes [Z] No Ei Don't know
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