HomeMy WebLinkAbout21-032 - Tukwila Community Coalition LLC - Real Estate Purchase and Sale Agreement: Traveler's Choice Motel Property21-032(a)
Council Approval N/A
FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE
AGREEMENT (this "First Amendment"), is entered into as of June28 , 2021 (the "Amendment
Date"), by and between City of Tukwila, a municipal corporation operating under the laws of the
State of Washington as a non -charter code city ("Seller"), and Tukwila Community Coalition LLC,
a Washington limited liability company ("Buyer").
BACKGROUND:
A. Seller and Buyer are parties to that certain Real Estate Purchase and Sale
Agreement dated as of February 26, 2021 (the "Purchase Agreement"), pursuant to which Seller
agreed to sell, and Buyer agreed to purchase, all of Seller's right, title and interest in that certain
property located at 3747 S. 146th Street, Tukwila, Washington (the "Property"). Any capitalized
term used but not defined in this First Amendment shall have the meaning assigned to such term
in the Purchase Agreement.
B. Seller and Buyer desire to amend the Purchase Agreement to extend the Feasibility
Contingency Period and Financing Contingency Period pursuant to the terms and conditions set
forth below:
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Seller and Buyer, intending to be legally bound hereby, agree as follows:
1. Feasibility Contingency Period. Section 1.4. of the Purchase Agreement is hereby
deleted in its entirety and replaced with the following:
1.4. "Feasibility Contingency Period" means a period commencing on the Effective Date
and terminating on Wednesday, July 28, 2021.
2. Financing Contingency Period. Section 1.5. of the Purchase Agreement is hereby
deleted in its entirety and replaced with the following:
1.4. "Financing Contingency Period" means a period commencing on the Effective Date
and terminating on Wednesday, July 28, 2021.
3. Property Documents. Buyer hereby acknowledges, agrees and confirms that Seller
has satisfied its obligation to deliver the Property Documents to Buyer pursuant to Section 5 of the
Purchase Agreement.
4. Counterparts. This First Amendment may be executed in one or more counterparts,
each of which shall be an original, but all of which taken together shall constitute one and the same
instrument. An electronically transmitted copy of this First Amendment and any signatures hereon
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shall be considered for all purposes as originals. The parties expressly intend to be bound by such
electronic signatures via PDF or DocuSign to this First Amendment.
5. Entire Agreement. The Purchase Agreement, as amended by this First Amendment,
contains the entire understanding of Seller and Buyer with respect to the subject matter hereof, and
no prior or other agreements or undertakings, whether written or oral, pertaining to any such matter
shall be effective for any purpose. This First Amendment may not be changed orally, but may
only be changed in an agreement in writing signed by Seller and Buyer.
6. Ratification. Except as specifically amended hereby, the Purchase Agreement is
hereby ratified and confirmed and remains in full force and effect. All references to "Agreement"
in the Purchase Agreement shall be interpreted to mean the Purchase Agreement as amended by
this First Amendment.
7. Conflicts. In the event that the terms of this First Amendment conflict with the
terms of the Purchase Agreement, the terms of the First Amendment shall govern.
[Signatures Appear on Following Page]
{KZS2437823.DOCX;1/13175.000001/ }
IN WITNESS WHEREOF, Seller and Buyer have executed this First Amendment as of
the Amendment Date.
SELLER:
CITY OF TUKWILA,
a municipal corporation
By:
Name: Allan Ekberg
C71(laW Shoe/kg
Title: Mayor
Attest:
By:
Name: Christy O'Flaherty
Title: City Clerk
C7/t4Laz-y 069
Approved as to form:
C cvY oe $ai d
By: - Key eY,J1cza,1r S.1.,, _,aUeco
Name: Kari Sand
Title: City Attorney
BUYER:
TUKWILA COMMUNITY COALITION LLC, a
Washington limited liability company
By:
Name:
Title:
{KZS2437823.DOCX;1/13175.000001/ }
21-032
Council Approval 1/4/21
REAL ESTATE PURCHASE AND SALE AGREEMENT
This Real Estate Purchase and Sale Agreement ("Agreement") is entered into this 26th day of
February , 2021 ("Effective Date"), 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
("Seller"), and Tukwila Community Coalition LLC, a Washington limited liability company
("Purchaser") .
Purchaser and Seller hereby agree as follows:
1. Basic Terms and Definitions. Capitalized terms used in this Agreement shall have the
meanings provided in this Section 1, unless otherwise specifically modified by provisions of this
Agreement.
1.1. "Closing Date" means the date which is on or before thirty (30) days after
Purchaser's satisfaction or waiver of both the Feasibility Contingency and Financing Contingency,
subject to the Extension Periods provided in Section 23.
1.2. "Deposit" shall have the meaning set forth in Section 3.
1.3. "Escrow Agent' and "Title Company' means First American Title Insurance
Company, National Commercial Services, Attn: Laura Johnson, 920 Fifth Avenue, Suite 1200,
Seattle, Washington 98104, Phone 206-615-3150, Fax 866-678-0586, E-mail
Ihjohnson@firstam.com.
1.4. "Feasibility Contingency Period" means a period of one hundred twenty (120)
days, commencing on the Effective Date.
1.5. "Financing Contingency Period" means a period of one hundred twenty (120)
days, commencing on the Effective Date.
1.6. "Governmental Requirements" means any building, zoning, subdivision, traffic,
parking, land use, environmental, occupancy, health, accessibility for disabled and other
applicable laws, statutes, codes, ordinances, rules, regulations, requirements, and decrees, of
any federal, state, county, municipal or other governmental or quasi -governmental authority or
agency. For the avoidance of doubt, this term shall include Americans with Disabilities Act of
1990 and the ADA Amendments Act of 2008 (P.L. 110-325), all amendments to and rules and
regulations promulgated under such Acts, and Environmental Laws (as defined below)
1.7. "Property" means the parcel of land located in the City of Tukwila, King County,
Washington, having a site address of 3747 S. 146th Street, Tukwila, Washington, identified as
King County Tax Parcel No. 004000-0911, and legally described on Exhibit A attached hereto
(the "Land'), together with all rights, including, without limitation, all minerals, oil, gas and other
hydrocarbon substances on and under the Land, as well as all development rights, land use
entitlements, air rights, water rights, riparian rights, and water stock relating to the Land.
1.8. "Purchase Price" means U.S. Six Hundred Sixty -Five Thousand Dollars and No
Cents ($665,000.00 U.S.).
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1/1
DocuSign Envelope ID: F7FC99A8-03F1-4766-A942-3AEB2414F386
IN WITNESS WHEREOF, Seller and Buyer have executed this First Amendment as of
the Amendment Date.
SELLER:
CITY OF TUKWILA,
a municipal corporation
By:
Name:
Title:
Attest:
By:
Name:
Title:
Approved as to form:
By:
Name:
Title:
BUYER:
TUKWILA COMMUNITY COALITION LLC, a
Washington limited liability company
By:
DocuSigned by:
kC..IAr t juumatt.
Name: 417671362-1e
Title: Member
1.9. "Transaction" means the purchase and sale of the Property pursuant to this
Agreement.
2. Purchase and Sale. Purchaser agrees to purchase, and Seller agrees to sell and convey,
upon the terms and conditions contained herein, the Property for the Purchase Price. The
Purchase Price will be payable all cash at Closing.
3. Deposit. On or before two (2) business days after the Effective Date, Purchaser shall
deposit with Escrow Agent the amount of Thirty -Three Thousand, Two Hundred Fifty Dollars and
No Cents ($33,250.00 U.S.) (the "Deposit"). Upon Purchaser's satisfaction or waiver of both the
Feasibility Contingency and the Financing Contingency, the Deposit shall become non-refundable
except in the event of a default by Seller under this Agreement or as otherwise provided in this
Agreement. The Deposit shall be held in an interest bearing account with the Escrow Agent,
invested according to Escrow Agent's standard practices (commencing upon Purchaser's delivery
to Escrow Agent of a W-9 and any other documents customarily and reasonably required by
Escrow Agent's financial institution to open interest-bearing accounts), and disbursed in
accordance with the terms, conditions and provisions of this Agreement. If the Transaction is
closed, then the Deposit shall be a credit against the Purchase Price. If the Transaction is not
closed, then the Escrow Agent shall disburse the Deposit in accordance with the provisions of
this Agreement. Interest shall become part of the Deposit.
4. Contingencies. The obligations of the Purchaser under this Agreement are contingent
upon Purchaser's written approval or waiver of the following contingencies:
4.1. Contingency of Approval of Title Encumbrances. Within three (3) business
days after the Effective Date, Seller shall order from the Title Company and deliver to Purchaser
(a) a commitment ("Title Commitment") for the issuance of an ALTA Owner's Title Policy ("Title
Policy") at Closing to Purchaser with copies of all recorded instruments affecting the Property
and recited as exceptions in the Title Commitment, and (b) a copy of the most recent survey of
the Property in Seller's possession ("Survey"). 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") on or before the expiration
of twenty (20) days after receipt of the Title Commitment and Survey and exception documents
as to whether the condition of title as set forth in the Title Commitment is or is not satisfactory, in
Purchaser's sole discretion. Monetary liens shall be paid by Seller at Closing out of the sales
proceeds. In the event that the condition of title or the Survey 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") within fifteen (15) days of
receipt of Purchaser's Title Notice ("Seller's Response Period') as to which Objections that
Seller will not remove and which Objections that Seller will not cause the Title Company to insure
against as of the Closing Date ("Remaining Objections"). If there are any Remaining Objections
or if any Objection is not satisfied to Purchaser's reasonable satisfaction, Purchaser may, at its
option by written notice within five (5) business days after expiration of the Seller's Response
Period, (i) accept title subject to the Remaining Objections, in which event the Remaining
Objections shall be deemed to be waived for all purposes and shall become Permitted Exceptions,
or (ii) terminate this Agreement, in which event the Deposit shall be immediately returned to
Purchaser, and neither party shall have any further rights or obligations pursuant to this
Agreement except for those that expressly survive termination. Notwithstanding any of the
provisions of this Section 4.1 to the contrary, any exception to title identified in the Title
Commitment or Survey not objected to by Purchaser within the time set forth herein shall be
deemed accepted by Purchaser. Any exceptions to title set forth in the Title Commitment or
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Survey that have been accepted or deemed accepted by Purchaser pursuant to this Section 4.1
are referred to herein as "Permitted Exceptions".
4.2. If Purchaser obtains a new or updated Survey or an update to the Title
Commitment after the Seller Response Period showing exceptions not previously shown on the
Survey or the Title Commitment ("New Exceptions"), the provisions for Purchaser's Title Notice
and Seller's Title Response shall be reinstated with respect to the New Exceptions, with the
Purchaser's Title Notice regarding the New Exceptions being due five (5) business days after the
date that Purchaser receives the updated Title Commitment or new or updated Survey and
Seller's response to such objections shall be delivered to Purchaser within five (5) days after
receipt of Purchaser's notice.
4.2.1. In the event that the issuance of the Title Policy requires a new or updated
Survey of the Property, Purchaser shall obtain such Survey and provide it to the Title Company
at least ten (10) business days prior to the Closing Date.
4.3. Feasibility Contingency. Purchaser's obligations under this Agreement are
expressly contingent upon Purchaser's approval of the Property for acquisition by Purchaser, in
Purchaser's sole discretion ("Feasibility Contingency"), including Purchaser's due diligence
investigation of the Property and evaluation of the feasibility of developing the Property, as well
as all aspects of the Property, including, without limitation, examinations, inspections, testing, and
investigations of the Property (such as engineering studies, environmental site assessments, risk
assessments, valuation of drainage and floor plain, borings and soil tests), and Purchaser's
review of any documentation relating to the Property (the "Inspection"). The Feasibility
Contingency is solely for the benefit of Purchaser, and the approval and satisfaction of the
Feasibility Contingency is to be determined in Purchaser's sole discretion. In the event that
Purchaser approves such review, Purchaser shall so notify Seller in writing ("Feasibility
Approval Notice") on or before expiration of the Feasibility Contingency Period. If Purchaser
does not so notify Seller on or before the expiration of the Feasibility Contingency Period, this
Agreement shall terminate, in which event the Deposit shall be immediately refunded to
Purchaser, and neither party shall have any further right or obligation under this Agreement except
for those that expressly survive termination.
4.4. Financing Contingency. Purchaser's obligations under this Agreement are
expressly contingent upon Purchaser obtaining financing on terms and conditions acceptable to
Purchaser in its sole discretion ("Financing Contingency"). Purchaser shall have until the
expiration of the Financing Contingency Period to obtain financing acceptable to Purchaser in
Purchaser's sole discretion. If Purchaser obtains acceptable financing, Purchaser shall provide
written notice to Seller on or before the expiration of the Financing Contingency Period
("Financing Approval Notice"). If Purchaser does not so notify Seller on or before the expiration
of the Financing Contingency Period, this Agreement shall terminate, in which event the Deposit
shall be immediately refunded to Purchaser.
4.5. Entity Formation Documents. Purchaser shall have until the expiration of the
Financing Contingency Period to provide Seller with copies of the organizational documents for
the Purchaser; further, if such documents are not provided on or before the expiration of the
Financing Contingency Period, this Agreement shall terminate, in which event the Deposit shall
be immediately refunded to Purchaser.
5. Documents. Within five (5) business days of the Effective Date, Seller agrees to provide
to Purchaser copies of all documents and information relating to the Seller's ownership of the
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Property in the possession or control of Seller and/or Seller's agents ("Property Documents").
Notwithstanding the foregoing, in no event shall Seller be required to disclose or provide to
Purchaser the following information: attorney-client privileged information, proprietary information
of the Seller, confidential information of the Seller, private employee information, financial and tax
information of Seller not related to the Property, previous confidential agreements or proposals
related to the sale of the Property, appraisals or other valuation information, or police or fire
records related to incident responses at the Property. If this Agreement is terminated, Purchaser
shall, within five (5) days of the termination return all Property Documents to Seller and delete
permanently all electronic copies. Seller represents that the copies delivered to Purchaser are
true and complete copies of the documents in Seller's possession or control and to Seller's
knowledge, the Property Documents are all of the material documents in Seller's control and
possession.
6. Purchaser's Right to Enter Property/Indemnity. Purchaser and its agents shall be
entitled to have full access to the Property in connection with its Inspection, during which
Purchaser may perform its Inspection at any time or times prior to the Closing. Any invasive
testing shall be subject to Seller's prior written approval of a testing plan, which approval shall not
be unreasonably withheld. Any physical alteration of the Property in connection with the
Inspection shall be restored to the condition existing prior to such Inspection by Purchaser
promptly upon written demand by Seller, at Purchaser's sole expense. Purchaser shall not allow
any liens to encumber the Property arising out of its Inspection. Purchaser shall indemnify and
hold Seller harmless from and against any liens, costs, expenses (including attorney fees), claims,
liabilities, and obligations resulting from Purchaser's Inspection or arising in any way out of such
activities by Purchaser or its employees, agents or contractors, except to the extent caused by
the negligence or willful misconduct of Seller; provided that, in no event shall Purchaser have any
liability for the mere discovery of Hazardous Materials on, under or around the Property.
Purchaser shall maintain commercial general liability insurance with respect to its Inspection on
the Property. Such liability insurance shall be on an occurrence basis and shall provide combined
single limit coverage of not less than $2,000,000 (per occurrence and in the aggregate) for bodily
injury, death, and property damage, by water or otherwise. All information obtained by Purchaser
in connection with Purchaser's Inspection 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, contractors, lenders, attorneys, members, employees, advisors and
investors; and provided further, Purchaser may disclose any information to the extent that such
disclosure is required by applicable Governmental Requirements or a court or other binding order.
Notwithstanding anything to the contrary contained in this Agreement, Purchaser's obligations
under this Section 6 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 pursuant to this Agreement
have been paid.
7. Conveyance. At Closing, fee title to the Property shall be conveyed to Purchaser by
bargain and sale deed (the "Deed"), duly executed and acknowledged by Seller, conveying good
and indefeasible title in fee simple to the Property, free and clear of any and all liens,
encumbrances, easements and assessments, created by, through or under Seller, subject only
to the Permitted Exceptions.
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:
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8.1.1. The Deed.
8.1.2. An executed counterpart of the Real Estate Excise Tax Affidavit.
8.1.3. A FIRPTA Affidavit.
8.1.4. All other agreements to be executed by Seller as specified herein.
8.2. Execute and deliver to the Title Company: (i) such commercially reasonable
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.
8.3. Deliver to Purchaser all documents, records, plans, permits and other items related
to the Property which are in Seller's possession or control.
8.4. 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, less the Deposit.
9.2. Execute and deliver to Seller an executed counterpart of the Real Estate Excise
Tax Affidavit.
9.3. Execute and deliver to Seller such additional documents as are necessary to carry
out the provisions of this Agreement.
10. Seller's Representations. Seller represents and warrants to Purchaser, which
representations and warranties shall be deemed made by Seller to Purchaser as of the Effective
Date and also as of the Closing Date, that:
10.1. This Agreement and all documents executed by Seller in connection with this
Transaction are now, and at the time of Closing will be, duly authorized, executed and delivered
by Seller and do not now, and at the time of Closing will not, violate any provisions of any
agreement or judicial order to which Seller is a party or to which Seller or the Property is subject.
10.2. Seller has not received any written notice of, and Seller has no actual knowledge
of (a) the existence, institution or the proposed institution of condemnation proceedings or similar
proceeding with respect to the Property or any taking against all or any part of the Property; or
any legal action of any kind or nature affecting the Property; (b) the widening, change or grade or
limitation on use of streets abutting the Land; (c) concerning pending public improvements in or
adjoining the Land; (d) concerning any special taxes or assessments levied or to be levied against
the Land; or (e) any change in the zoning classification of the Land or any part thereof, except for
any proposed changes as set forth in Ordinance No. 2631, passed by the Tukwila City Council
on July 6, 2020, renewing for an additional six months the moratorium for the Tukwila International
Boulevard Study Area.
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10.3. As of the Effective Date there are, and as of the Closing Date there will be, no
leases or other occupancy agreements in effect with respect to the Property.
10.4. As of the Effective Date there are, and as of the Closing Date there will be, no
contracts or other agreements that affect the Property.
10.5. There are (a) no changes in any comprehensive plan or zoning applicable to the
Property or in any permits or approvals applicable to the construction, use, occupancy or
operation of the Property which have been initiated, petitioned or consented to by Seller, other
than the potential zoning changes related to the moratorium for the Tukwila International
Boulevard Study Areas renewed for an additional six months by Ordinance No. 2631, passed by
the Tukwila City Council on July 6, 2020 and (b) no special assessment, charge or tax which may
be levied against the Property which have been initiated, petitioned or consented to by
Seller. There are no outstanding payments for the payment of any fee or charge with respect to
off-site or public improvements payable as a levy against the Property or as a condition to the
Property's compliance with Governmental Requirements.
10.6. Seller has no knowledge of and has not received any written notice from (A) any
governmental body having jurisdiction over the Property of any violation of any Governmental
Requirements; or (B) any declarant, association or other person or entity having governing or
approval rights under any declaration of covenants, conditions and restrictions, reciprocal
easement or similar instrument governing or affecting the use, operation, maintenance,
management or improvement of the Property. Seller has no knowledge of any defects or
inadequacies in the Property, and Seller has received no written notice of any failure of the
Property to comply with any requirements of (I) any insurance company which issued any
insurance policy insuring the Property; (11) any board of fire underwriters or other body exercising
similar functions; (III) any bonding company; or (IV) any mortgagee having a security interest in
the Property, which failure could adversely affect the insurability of the Property or cause the
imposition of extraordinary premiums or charges therefor or result in the cancellation of any
insurance policy insuring the Property.
10.7. Seller has no knowledge of and has not received written notice from any
governmental agency of any violation of Environmental Laws (as hereinafter defined) related to
the Property. Seller has not manufactured, introduced, released or discharged from or onto the
Property any Hazardous Materials or any toxic wastes, substances or materials (including, without
limitation, asbestos) in violation of Environmental Laws, and Seller has not used the Property or
any part thereof for the generation, treatment, storage, handling or disposal of any Hazardous
Materials in violation of any Environmental Laws. To Seller's knowledge, no underground storage
tanks have been located on the Property. To Seller's knowledge, the Property is not in violation
of any Environmental Law and no Hazardous Materials are stored or located on the Property in
violation of any Environmental Law. The term "Environmental Laws" includes, without limitation,
the Resource Conservation and Recovery Act and the Comprehensive Environmental Response
Compensation and Liability Act and other federal laws governing the environment as in effect on
the Effective Date together with their implementing regulations and guidelines as of the date of
this Agreement, and all state, regional, county, municipal and other local laws, regulations and
ordinances that are equivalent or similar to the federal laws recited above or that purport to
regulate Hazardous Materials. The term "Hazardous Materials" includes petroleum, including
crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic
gas usable for fuel (or mixtures of natural gas or such synthetic gas), asbestos and asbestos
containing materials and any substance, material waste, pollutant or contaminant listed or defined
as hazardous or toxic under any Environmental Law.
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10.8. There are no actions, suits or proceedings threatened against Seller in connection
with the Property or against the Property or pending against or affecting Seller in connection with
the Property or the Property before any judicial, administrative or union body or any governmental
authority.
10.9. Seller has no knowledge of and has not received written notice of any of the
following: (a) any actual or threatened reduction or curtailment of any utility service serving the
Land; (b) except as shown in any tax bills Seller delivered to Purchaser or referenced in the Title
Commitment, any pending or proposed public or private special assessment that encumber or
are likely to encumber the Property; or (c) any default by Seller under any reciprocal easement
agreement, declaration of covenants, conditions and restrictions or similar document of record
against the Property or shown in the Title Commitment.
10.10. All bills and claims for labor performed and services and materials furnished to or
for the benefit of the Property, including all utility bills, have been or will be paid in full, and there
are no mechanic's liens or materialmen's liens or unpaid utility bills on or which affect the Property,
and (B) all association, common area or similar assessments or charges against the Property
have or will be paid in full and there are no liens against the Property relating to any association,
common area or similar assessments or charges.
11. Purchaser's Representations. Purchaser represents and warrants that:
11.1. Purchaser is duly organized, validly existing and in good standing under the laws
of the State of its formation.
11.2. This Agreement and all documents executed by Purchaser in connection with this
Transaction are now, and at the time of Closing will be, duly authorized, executed and delivered
by Purchaser and do not now, and at the time of Closing will not, violate any provisions of any
agreement or judicial order to which Purchaser is a party or to which Purchaser is subject.
11.3. 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:
11.3.1. A person or entity listed in the Annex to, or otherwise subject to the
provisions of, the Executive Order.
11.3.2. 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.
11.3.3. 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.
11.3.4. A person or entity that commits, threatens or conspires to commit or
supports "terrorism" as defined in the Executive Order.
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11.3.5. 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 ( .ustreas. ov/ofac) or at any
replacement website or other replacement official publication of such list.
11.3.6. A person or entity who is an Affiliate of a person or entity listed in this
Section 11.3.
12. AS -IS Sale. Purchaser shall rely solely upon its own evaluation and investigation of the
condition and all aspects of the Property. Purchaser acknowledges that this Agreement grants to
Purchaser every opportunity which Purchaser may need to fully evaluate the condition and all
aspects of the Property. ACCORDINGLY, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED
IN THIS AGREEMENT (INCLUDING THE EXPRESS REPRESENTATIONS) AND THE DEED,
PURCHASER SHALL PURCHASE THE PROPERTY IN ITS "AS -IS" CONDITION AND
WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, BY
SELLER. Purchaser acknowledges and agrees that, other than the representations and
warranties expressly stated in this Agreement, including those set forth in Section 10, and in any
document executed by Seller pursuant to this Agreement (collectively, the "Express
Representations"), Seller has not made, does not make, and specifically negates and disclaims
any representations, warranties, promises, covenants, agreements, or guaranties of any kind or
character whatsoever, whether express or implied, oral or written, past, present, or future, of, as
to, concerning, or with respect to the Property Documents or any of the Property, including,
without limiting the generality of the foregoing, (a) the value, nature, quality, or condition of any of
the Property, including, without limitation, the water, soil, and geology, (b) the income to be
derived from any of the Property, (c) the suitability of any of the Property for any and all activities
and uses that Purchaser may conduct thereon, (d) the compliance of or by any of the Property or
its operation with any applicable Governmental Requirements, (e) the habitability,
merchantability, marketability, profitability, or fitness for a particular purpose of any of the
Property, (f) the manner or quality of the construction or materials, if any, incorporated into any of
the Property, (g) the manner, quality, state of repair, or lack of repair of any of the Property, (h)
compliance with any environmental protection, pollution, land use, zoning, development, or
regional impact laws, rules, regulations, orders, or requirements, including the existence in or on
any of the Property of any hazardous, toxic or dangerous substance, waste or material, (i) the
sufficiency of any plans, plats, drawings, specifications, reports, studies, and documents delivered
to Purchaser, or (j) any other matter with respect to any of the Property. Purchaser further
acknowledges and agrees that, except for the Express Representations, Purchaser is relying
entirely on Purchaser's own Inspections as to the Property Documents and any of the Property.
Purchaser acknowledges that it has performed, or prior to the Closing will perform, any and all
Inspections Purchaser deems necessary or appropriate for Purchaser to be satisfied with the
acceptability of the purchase and sale and other transactions contemplated by this Agreement.
Purchaser further acknowledges that any information provided or made available to Purchaser by
Seller, or its officers, employees, agents, brokers, representatives, or others, including but not
limited to the Property Documents, was obtained from a variety of sources and that Seller has not
made any independent verification of such information and, except for the Express
Representations, makes no representations as to the accuracy of any such information, and such
information was provided or made available solely as a courtesy, and that Purchaser has the sole
responsibility for determining the existence or nonexistence of any fact material to Purchaser's
decision to consummate the Agreement. Seller is not liable or bound in any manner by any verbal
or written statements (except for written statements of Seller prepared by Seller), representations,
or information pertaining to the Property Documents and any of the Property, or the operation
thereof, furnished by any real estate broker, agent, employee, servant, or other person. Purchaser
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acknowledges that, except for the Express Representations, the purchase of the Property is on
an "AS -IS," "WHERE -IS," and "WITH ALL FAULTS" basis without any implied warranties, and
upon consummating any such purchase, Purchaser accepts and agrees to bear all risks regarding
all attributes and conditions, latent or otherwise, of the Property Documents and any of the
Property acquired by Purchaser. By executing this Agreement, Purchaser hereby gives Seller, as
a material inducement for Seller to enter into this Agreement, a full release of Seller, its
shareholders, officers, directors, managers, members, employees, agents, affiliates, and
representatives, for and from any and all claims or causes of action Purchaser may have now or
in the future based upon the condition of the Property Documents, any of the Property, and all
other matters pertaining thereto, except for claims and causes of action arising from the breach
of the Express Representations. The provisions of this paragraph shall survive the consummation
of any purchase and sale hereunder and not merge with the conveyance documents therefor.
13. Seller Disclosure Statute. 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. NOTWITHSTANDING THE FOREGOING, IF THE ANSWER TO ANY
OF THE QUESTIONS IN THE SECTION OF THE SELLER DISCLOSURE STATEMENT
ENTITLED "ENVIRONMENTAL" WOULD BE "YES," THEN PURCHASER DOES NOT
WAIVE ITS RIGHT TO RECEIVE THE COMPLETED "ENVIRONMENTAL" SECTION OF THE
SELLER DISCLOSURE STATEMENT, AND SELLER SHALL PROVIDE PURCHASER WITH
SUCH COMPLETED SECTION OF THE SELLER DISCLOSURE STATEMENT FOR THE
PROPERTY.
14. Possession. Purchaser shall be entitled to possession upon the Closing of this
Transaction.
15. Risk of Loss. Seller shall deliver the Property to Purchaser at Closing in the same
condition existing as of the Effective Date. Risk of loss or of damage to the applicable Property
shall be borne by Seller until the applicable date of Closing. Thereafter, Purchaser shall bear the
risk of loss. Seller agrees to give Purchaser prompt notice of any fire or other casualty affecting
the Property between the Effective Date and the Closing Date.
16. Condemnation. If at any time prior to the Closing Date, there shall be a taking by eminent
domain proceedings or the commencement of any such proceedings, with respect to the Property,
Seller shall promptly give written notice thereof to Purchaser, and, if such taking by eminent
domain proceedings would result in a Material Change, Purchaser shall have the right, at
Purchaser's sole option, to either (a) terminate this Agreement by giving written notice to Seller
within thirty (30) days after Purchaser receives written notice of such proceedings, in which event
the Deposit 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, or (b)
proceed with the Transaction and Closing notwithstanding such condemnation. A failure by
Purchaser to provide timely written notice to Seller of its election to terminate shall be deemed
Purchaser's election to terminate this Agreement. If Purchaser elects to proceed with this
Transaction pursuant to the foregoing clause (a), or if there is a taking in condemnation or eminent
domain that does not result in a Material Change of the Property, Seller shall (i) deliver to
Purchaser at the Closing, or as soon thereafter as available, any proceeds actually received by
Seller attributable to the Property from such condemnation or eminent domain proceeding, and
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(ii) transfer and assign to Purchaser any and all rights Seller may have with respect to payments
by or from and with respect to recovery against any party for damages or compensation relating
to the Property on account of such condemnation or eminent domain proceeding. If Purchaser
elects to proceed under clause (a) in this Section 16, Seller shall not compromise, settle or adjust
any claims to such award without Purchaser's prior written consent. A "Material Change" means
a taking that would result in (a) the Property not being in compliance with all laws, rules, and
regulations, or (b) a diminution in value of the Property or a cost to restore the Property of more
than five percent (5%) of the Purchase Price of the Property as estimated by an independent
consultant acceptable to Purchaser and Seller.
17. Agreements; Leases. Subsequent to the Effective Date, Seller shall not enter into any
agreements (or renew 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. At Closing, there shall be no leases in effect with respect to the Property.
18. Encumbrances. Seller shall not sell, transfer, convey or encumber, or cause or permit to
be sold, transferred, conveyed or encumbered, the Property, or any part thereof or interest
therein. Without Purchaser's written consent in each case, Seller shall not grant, create, assume
or permit to be created any mortgage, lien, lease, encumbrance, easement, covenant, condition,
right-of-way or restriction upon the Property or voluntarily take or permit any action adversely
affecting the title to the Property as it exists on the Effective Date.
19. Insurance. Seller shall continue all insurance policies relative to the Property in full force
and effect.
20. Notices. Seller shall promptly notify Purchaser in writing of (i) any litigation or
governmental proceeding that affects the Property or any part thereof and (ii) any breach of
Seller's representations and warranties set forth herein. Seller shall promptly provide Purchaser
with copies of all written notices received by Seller after the Effective Date which assert any
material breach of Governmental Requirements applicable to the Property.
21. Closing Costs and Prorations. Costs of closing the Transaction shall be allocated
between Seller and Purchaser as follows:
21.1. 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.
21.2. 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.
21.3. The following items shall be prorated as of the Closing Date: (a) real estate and ad
valorem taxes for the current year; (b) current or pending assessments against the Property; and
(c) water and other utilities constituting liens.
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22. FIRPTA. Seller shall 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.
23. Closing Date. This Transaction shall be closed (the "Closing") on or before 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 and Escrow Agent. If Feasibility Contingency,
Financing Contingency, and Entity Formation Contingency have been timely satisfied, but
Purchaser or Purchaser's lender requires additional time to close on the financing, the Closing
Date may be extended by Purchaser up to three (3) times for periods of sixty (60) days each
(each an "Extension Period') by Purchaser's providing written notice to Seller and Escrow Agent.
24. Default.
24.1. Seller's Defaults; Purchaser's Remedies. In the event of a breach by Seller of
its pre -Closing or Closing obligations under this Agreement, or if prior to Closing any one or more
of Seller's representations or warranties are breached in any material respect, and such breach
is not cured within five (5) days after Seller's receipt of notice of default from Purchaser, Purchaser
may elect only one of the following three remedies: (a) terminate this Agreement and receive a
refund of the Deposit, and receive a reimbursement from Seller for Purchaser's actual reasonable
out-of-pocket expenses incurred by Purchaser not to exceed Twenty -Five Thousand Dollars and
No Cents ($25,000.00 U.S.) in connection with this Transaction; (b) enforce specific performance
of this Agreement against Seller, including the right to recover attorneys' fees; or (c) waive Seller's
failure or breach and proceed to Closing.
24.2. Purchaser's Defaults; Seller's Remedies. In the event of a breach by Purchaser
of its pre -Closing or Closing obligations under this Agreement, which breach is not cured within
five (5) days after Purchaser's receipt of notice of default from Seller, Seller's sole remedy shall
be to terminate this Agreement and retain the Deposit paid and any earnings thereon as liquidated
damages, 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 THE
DEPOSIT 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
THE DEPOSIT PAID AND ANY EARNINGS THEREON AS LIQUIDATED DAMAGES.
25. Attorneys' Fees. 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 non -prevailing party agrees to
pay to the prevailing party all reasonable costs and expenses, including attorneys' fees and other
legal costs, expended or incurred by the prevailing party in connection therewith (whether incurred
before, during, or subsequent to any such action or proceeding).
26. Notices. 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, or by email, and addressed to the parties at their respective addresses set forth below,
and the same shall be effective upon receipt if delivered personally, or by email, or via overnight
express courier. Notwithstanding the foregoing, any written communication (including email or
fax) sent to a party, which is actually received by such party, shall constitute notice for all purposes
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of this Agreement. A party may change its address for receipt of notices by service of a notice of
such change in accordance herewith:
For Purchaser:
with a copy to:
For Seller:
with a copy to:
Tukwila Community Coalition LLC
3210 S. 176th St. Apt. 121
Seatac, WA, 98188
Attn: Tawfik Maudah: tofaldino@gmail.com
Attn: Mehdi Jumale: mjumalel@gmail.com
Stokes Lawrence, P.S.
1420 Fifth Avenue, Suite 3000
Seattle, WA 98101
Attn: Serena Sayani
Email: Serena.Sayani@stokeslaw.com
City of Tukwila
Office of the City Clerk
6200 Southcenter Boulevard
Tukwila, WA 98188
Ogden Murphy Wallace PLLC
ATTN: Kari L. Sand, Tukwila City Attorney
901 Fifth Avenue, Suite 3500
Seattle, WA 98164
Email: ksandgomwlaw.com
For Escrow Agent: As per Section 1.3
27. Time. 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. Notwithstanding anything to the contrary in this Agreement, the parties
acknowledge and agree that the Feasibility Contingency Period, Financing Contingency Period
and the Closing Date may be extended in the event of Force Majeure for the period of time to be
mutually agreed by the parties, if and only if Purchaser provides Seller with written notice within
five (5) business days after Purchaser obtains actual knowledge of any event of Force
Majeure. For purposes of this Agreement, "Force Majeure" means any actual delay in
Purchaser's ability to complete its Inspection, obtain financing or close the transaction as
contemplated by this Agreement as a result of delays, shutdowns or other work stoppages or
slowdowns resulting from the outbreak of COVID-19 in the United States. If Purchaser is
requesting an extension of the Feasibility Contingency Period, Financing Contingency Period or
Closing Date as a result of Force Majeure, Purchaser and Seller shall work together to determine
the appropriate extension of the Feasibility Contingency Period, Financing Contingency Period
and/or Closing Date.
28. Assignment. Purchaser may not assign this Agreement without Seller's prior written
consent, which consent shall be given or denied in Seller's sole and absolute discretion. In the
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Page 12 of 16
event of an assignment this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, assigns, heirs and legal representatives.
29. Governing Law and Venue. This Agreement shall be governed by and interpreted in
accordance with Washington law. Any litigation arising out of or in connection with this Agreement
shall be conducted in the county where the Property is located.
30. Headings. The headings of the paragraphs of this Agreement are inserted solely for the
convenience of the parties, and are not a part of and are not intended to govern, limit or aid in the
construction of any term or provision hereof.
31. Entire Agreement. There are no verbal or other agreements which modify or affect this
Agreement, and Purchaser and Seller agree that this Agreement constitutes the full and complete
understanding between the Purchaser and Seller.
32. Survival. The representations and warranties set forth in Sections 10 and 11 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. Any claim for a breach of
representation or warranty set forth in Sections 10 and 11 of this Agreement shall be barred and
shall lapse unless a claim is made in writing, with a description of the claim made, on or before
the first anniversary of the Closing Date. 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.
33. Counterparts. This Agreement may be executed in one or more identical counterparts
each of which when taken together shall be deemed an original instrument. Delivery of a PDF or
other copy of this Agreement has the same effect as delivery of an original.
34. Real Estate Commission. Purchaser and Seller represent and warrant to each other
that no real estate commissions, finders' fees, or brokers' fees have been or will be incurred in
connection with this Transaction. Each party represents to the other that it has not authorized
any broker or finder to act on its behalf in connection with the sale and purchase under this
Agreement and that it has not dealt with any broker or finder purporting to act on behalf of any
other party. 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 shall
survive the Closing or the termination of this Agreement.
35. Exculpation for Liability. None of the Purchaser's members, officers, directors, agents,
employees, affiliates, investment advisors or trustees shall have any personal liability of any kind
or nature, nor shall Seller have the right to receive any judgment or otherwise recover against the
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Page 13 of 16
assets of the aforesaid, under or arising out of or in any way relating to this Agreement and the
Transaction. Seller hereby waives for itself and anyone who may claim by, through or under
Seller any and all rights to sue or recover on account of any such alleged personal liability or to
receive any judgment or otherwise recover against the assets of any member, officer, director,
agent, employee, affiliate, investment advisor or trustee of Purchaser. None of the Seller's
elected officials, employees, contractors or agents shall have any personal liability of any kind or
nature, nor shall Buyer have the right to receive any judgment or otherwise recover against the
assets of the aforesaid, under or arising out of or in any way relating to this Agreement and the
Transaction.
36. Acceptance 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.
37. No Recording of Agreement. Neither party (nor any of their respective agents or
representatives) shall record this Agreement with King County (or any memorandum or short form
of this Agreement) without the prior written consent of the other.
38. Waiver of Jury Trial. Each party hereto, knowingly and voluntarily, and for their mutual
benefit, waives any right to trial by jury in the event of litigation regarding the performance or
enforcement of, or in any way related to, this Agreement.
39. Severability. If any one or more of the provisions contained in this Agreement shall for
any reason be held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality,
or unenforceability shall not affect any other provision hereof, and this Agreement shall be
construed as if the invalid, illegal, or unenforceable provision had never been contained herein.
Furthermore, in lieu of any invalid, illegal, or unenforceable provision, there shall be automatically
added to this Agreement a provision as similar to the illegal, invalid, or unenforceable provision
as may be possible and be legal, valid, and enforceable.
40. No Solicitation. Seller agrees that it shall immediately cease marketing the Property and
shall not (and it shall not permit its principals, agents, employees or affiliates to) offer, solicit an
offer, accept an offer or otherwise negotiate with or enter into an agreement with any third party
for the sale, transfer, finance or master leasing of the Property, whether or not such agreement is
contingent on the termination of this Agreement.
On behalf of Name: Kari L. Sand, City Attorney
SELLER:
CITY OF TUKWILA, a municipal corporation
eSicl flea via SeamlessDocs.com
By: f6
Name: Allan Ekberg, Mayor
eSicl flea via SeamlessDocs.com
Attest: c.36/,-Tg
By:
Key: Sbec11.2a2e,,,,,,,cclal,107eaYOY
Name: Christy O'Flaherty, City Clerk
Approved as to form:
6)i4 -1,67(g
By:
Key: ca50.2625tleSarS,c0bccSbc2e,c151,e
Date: 02/26/2021
{KZS2304195.DOCX;1/13175.000001/ }#28289885v7<ACTIVE> - Purchase and Sale Agreement - Tukwila Traveler's Choice Lot
Page 14 of 16
yor
Attest:
By:
Name:
City Clerk
Approved o form:
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ame:
PURCHASER:
City Attor
TUKWILA COMMUNITY COALITION,
a Washington limited liability company
By:
Name:
Title:
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Exhibit A
(Legal Description of Property)
THE EAST 88 FEET OF LOT 11, BLOCK 7, ADAMS HOME TRACTS, ACCORDING TO THE
PLAT THEREOF RECORDED IN VOLUME 11 OF PLATS, PAGE(S) 31, IN KING COUNTY,
WASHINGTON.
EXCEPT THE NORTH 10 FEET THEREOF CONVEYED TO THE CITY OF TUKWILA BY
DEED RECORDED UNDER RECORDING NUMBER 9208261189.
{KZS2304195.DOCX;1/13175.000001/ }#28289885v7<ACTIVE> - Purchase and Sale Agreement - Tukwila Traveler's Choice Lot
Page 16 of 16
Instrument Number: 20211026002275 Document:D 'R :: S206.50 Page -1 of 4
Excise Docs: 3154547 Selling Price: 80.00 Tax Amount: 81.0.00 Record Date:10/26/2021 4:10 PM
Electronically Recorded King County, WA
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Stokes Lawrence, l',S
1420 Fifth Avenue, Suite 3000
Seattle, WA 98101
Attn. Serena Sayani
Reference Contract 21-032
BARGAIN AND SALE DEED
GRANTOR: CITY OF TUKWILA, a municipal corporation of the state of Washington
GRANTEE: TUKWILA COMMUNITY COALITION LLC, a Washington limited liability
company
ABBREVIATED LEGAL: Portion of Lot 11, Block 7, Adams Home Tracts, Vol 11 of Plats,
Page 31
ASSESSOR'S TAX
PARCEL NUMBER: 004000-0911
First American Title Insurance Company
NCS -1035038 (4)
GRANTOR, City of Tukwila, u municipal corporation of the state of Washington, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
bargain, sells and conveys to GRANTEE, Tukwila Community Coalition LLC, a Washington
limited liability company, the following described real estate, situated in the County of King, state
of Washington:
See Exhibit A (Legal Description) attached hereto and incorporated herein by this
teference,
The Property is conveyed subject to the Permitted Exceptions set forth on Exhibit B
attached hereto and incorporated herein by this reference.
[SIGNATURE PAGE FOLLOWS]
057791 .00 1 I 291,81 728.'2
Instrument Number: 20211026002275 Document:D Rec: S206.50 Page -2 of 4
Record Datc:10/26/2021 4:10 PM King County, WA
IN WITNESS WHEREOF, the Grantor has executed this Bargain and Sale Deed effective
on this 26th day of October, 2021.
GRANTOR:
CITY OF TUKWILA,
a municipal corporation of the state of Washington
13y:
Name:
Title:
STATE OF WASHINGTON )
) ss
COUNTY OF KING
On Octo 2-1 , 2021 before me, the undersigned, a Notary Public, personally appeared
/4/fan E , personally known to me (or proved to me on the basis of
satisfactory eVidenee) tcfe the person(s) whose name(s) is/are subscribed to the within instrument,
and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
WITNESS my and official seal.
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Instrument Number: 20211026002275 Document:D .Rec: S206.50 Page -3 of 4
Record Date:10/26/2021 4:10 PM King County, WA
EXHIB1T A TO DEED
LEGAL DESCRIPTION OF THE PROPERTY
The Land referred to herein below is situated in the County of King, State of Washington, and is
described as follows:
THE EAST 88 FEET OF LOT 11 IN BLOCK 7 OF ADAMS HOME TRACTS, ACCORDING
TO THE PLAT RECORDED IN VOLUME 11 OF PLATS AT PAGE 31, TN KING COUNTY,
WASHINGTON;
EXCEPT THE NORTH 10 FEET THEREOF CONVEYED TO THE CITY OF TUKWILA BY
DEED RECORDED UNDER RECORDING NO. 9208261189.
Instrument Number: 20211026002275 Document:D Rec: S206.50 Page -4 of 4
Record Date:10/26/2021 4:10 PM King County, WA
EXHIBIT B TO DEED
PERMITTED EXCEPTIONS
1. General and special taxes and charges for 2021; none currently due and owing.
2. Restrictions, conditions, dedications, notes, easements and provisions, if any, as
contained and/or delineated on the face of the Boundary Line Adjustment No. 90-8-
BLA recorded August 27, 1991 as 9108270896, in King County, Washington.
3. Restrictions, conditions, dedications, notes, easements and provisions, if any, as
contained and/or delineated on the face of the Survey recorded March 24, 20] 5 as
20150324900002, in King County, Washington.
4. Survey by Site Surveying, Incorporated, dated June 21, 2021, last revised July 1, 2021,
job no. 21- 223 , discloses the following:
(A) Chain link fence extends over the westerly boundary by up to 04' west and up
to 1.9' east, ownership unknown.
(B) Chain link fence extends over the easterly boundary by up to 0.7' west and up
to 0.9' east, ownership unknown.
(C) Chain link fence extends over the southerly boundary by up to 1.2' onto
adjoiningproperty, ownership unknown.
(D) Asphalt extends over the easterly and westerly boundary lines by undisclosed
distances onto the subject property.
Instrument Number: 20211026002274 Document:CERT Rcc: $206.50 Page -1 of 4
Record Date:10/26/2021 4:10 I'M
Electronically Recorded King County, WA
AFTERRECORDIRG MAIL TO:
Name • ,7 First American Title Insurance Company
Address , 920 5th Avenue, Suite 1200
City/State Seattle, WA 98104
Reference Contract 21-032
Document Title(s):
1, Estoppel Certificate
•,' '
Reference Number(s) of Documents Assigned or released:
9110030398
Grantor(s):
1. City Of Tukwila
) Additional Information on page of document
Grantee(s):
1, Tukwila Community Coalition LLC
) Additional information on page of document
Abbreviated Legal Description:
Lot 11, Block 7, Adams Horne Tracts, V. 11, P, 31
Tax Parcel Number(s):
001000-0911
First American Title Insurance Company
NCS -1035038 (4)
[ X J Complete legal description is on page 1 of document
Instrument Number: 20211026002274 Document:CERT Rcc: S206.50 Page -2 of 4
Record Date:10/26/2021 4:10 PM King County, WA
ESTOPPEL CERTIFICATE
August 2, 2021
Re: Shared Directional Sign Agreement (the "Agreement"), executed as of July 10, 1994 and
recorded on October 3, 1994 under King County Recording No. 9410030398, by and
between the Quality Rentals, Pacific Highway S., Tukwila, Washington 98168
("Grantor") and the City of Tukwila, a Washin ton munici al co soration as successor -
in -interest to Traveler's Choice Motel, 3747 S. 146th St., Tukwila, Washington, 98168 (the
"Grantee") regarding that certain real property located at 3747 South 146th Street,
Tukwila, Washington and legally described on Exhibit A hereto (the "Property").
Ladies and Gentlemen:
The undersigned certifies that, as of the date of this Certificate, with respect to that certain
shared directional sign as described in the Agreement (the "Shared Directional Sign"):
1. The Agreement pertains solely to and encumbers the property of Grantor.
2. There is no Shared Directional Sign on the property of Grantor and since there is
no Shared Directional Sign on the property of Grantor, Grantee has no obligations under the
Agreement. Accordingly, the Agreement is no longer in full force or effect and is terminated,
3. Neither Grantor nor Grantee has any rights under the Agreement, including the right
to enforce any terms under the Agreement against Grantee, the Buyer (as defined below) or any
other successors and assigns to the Property.
The truth and accuracy of the certifications contained herein may be relied upon by (i)
Tukwila Community Coalition LLC, a Washington limited liability company ("Puyer"), and (ii)
any successors and assigns to Buyer's interest in the Property (collectively, the "Reliance
Parties"), and said certifications shall be binding upon the undersigned and its successors and
assigns, and inure to the benefit of the Reliance Parties.
Very truly yours,
CITY OF TUKWILA, a Washington municipal
corporation
• -,
By:
Name:
Title:
Date:
Estoppel Certificate
Instrument Number: 20211026002274 Document:CERT Rcc: S206.50 Page -3 of 4
Record Date:10/26/2021 4:10 PM King County, WA
STATE OF WASHINGTON )
) ss.
COUNTY OF
I certify that I know or have satisfactory evidence that 4) k2/'7 ek signed this
instrument, n oath state that he/she was authorized to execute the instrument and acknowledged
it as the Cr of the City of Tukwila, a Washington municipal corporation, to be
the free and voluntary act of such party for the uses and purposes mentioned in the instrument.
day ofOL fr 2021.
Printa e: 7>1
GIVEN under my hand and official seal this
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NOTARY PUBLIC in and for the State of
Washington,
My commission expires:
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Estoppel Certificate
Instrument Number: 20211026002274 Document:CERT Rex: S206.50 Page -4 of .1
Record Date:10/26/2021 4:10 PM King County, WA
EXHIBIT A
Legal Description of the Property
THE EAST 88 FEE1 OF LOT 11 IN BLOCK 7 OF ADAMS HOME TRACTS, ACCORDING
TO THE PLAT RECORDED IN VOLUME 11 OF PLATS AT PAGE 31, IN KI -NG COUNTY,
WASHINGTON;
EXCEPT THE NORTH 10 FEET THEREOF CONVEYED TO THE CITY OF TUKWILA BY
DEED RECORDED UNDER RECORDING NO. 9208261189.
Exhibit A to Estoppel Certificate
Instrument Number: 20211026002273 Document: CERT Rcc: S206.50 Pagc-1 of 4
Record Date:10/26/2021 4:10 PM
Electronically Recorded King County, WA
AFTER. RECORDING. MAIL TO:
Name First American Title Insurance Coi
Address 920 5th Avenue, Suite 1200
City/State Seattle, WA 98104
Reference Contract 21-032
b�cument Title(s):
1, Estoppel Certificate
Reference Number(s) of Documents Assigned or released:
9205130555
Grantor(s):
1, City Of Tukwila
First American Title insurance Company
NCS -1035038 (4)
] Additional Information on page of document
Grantee(s):
1, Tukwila CohtmunIty Coalition LLC
[ ] Additional Information on page of document
Abbreviated Legal Description:
Lot 11, Block 7, Adams Home Tracts, V. 11, P. 31
Tax Parcel Number(s):
004000-0911
[ X ] Complete legal description is on page 4 of document
Instrument Number: 20211026002273 Document:CERT Rcc: 8206.50 Page -2 of 4
Record Date:10/26/2021 4:10 PM King County, WA
ESTOPPEL CERTIFICATE
August 2, 2021
Re: Developer's Agreement (the "Agreement"), dated March 18, 1992 and recorded on May
13, 1992 under King County Recording No. 9205130555, by and between the City of
Tukwila, a Washington municipal corporation (the "City") and Dick Dondero (the
"Developer") regarding that certain real property located at 3747 South 146th Street,
Tukwila, Washington and legally described on Exhibit A hereto (the "Property").
Ladies and Gentlemen:
The undersigned certifies that, as of the date of this Certificate, with respect to that certain
development on the Property described in the Agreement (the "Development"):
1. The Agreement pertains solely to the Development and provides certain terms and
conditions required to be adhered to by Developer in the event Developer were to develop and
construct the Development on the Property.
2. The Property is currently vacant and the Development has been demolished, and
accordingly, the Agreement is no longer in full force or effect and is terminated.
3. The City no longer has any rights under the Agreement, including the right to
enforce any terms under the Agreement against Buyer (as defined below) or any successors and
assigns to the Property.
The truth and accuracy of the certifications contained herein may be relied upon by (i)
Tukwila Community Coalition LLC, a Washington limited liability company ("Buyer"), and (ii)
any successors and assigns to Buyer's interest in the Property (collectively, the "Reliance
Parties"), and said certifications shall be binding upon the undersigned and its successors and
assigns, and inure to the benefit of the Reliance Parties.
Very truly yours,
CITY OF TUKWILA, a Washington municipal
corporation
By:
Name:
Title:
Date:
Estoppel Certificate
Instrument Number: 20211026002273 Document:CERT Rec: S206.50 Page -3 of 4
Record Date:10/26/2021 4:10 PM King County, WA
STATE OF WASHINGTON )
COUNTY OF
SS.
I certify that I know ar have satisfactory evidence that t4 kV7Sthe signed this
instrumentalhtiVd that he/she was authorized to execute the instrument and cknowledged
it as the of the City of Tukwila, a Washington municipal corporation, to be
the free and voluntary act of such party for the uses and purposes mentioned in the instrument.
GIVEN under my hand and official seal this
day o QDf--2021:
Art°
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s°1CP44 Print Name:
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P. WAS
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NOTARY PUBLIC in and for the State of
Washington,
My commission expires: 1
Estoppel Certificate
Instrument Number: 20211026002273 Document:CERT Rcc: S206.50 Page -4 of 4
Record Dille:10/26/2021 4:10 PM King County, WA
EXHIBIT A
Legal Description of the Property
THE EAST 88 FEET OF LOT 11 IN BLOCK 7 OF ADAMS HOME TRACTS, ACCORDING
TO THE PLAT RECORDED IN VOLUME 11 OF PLATS AT PAGE 31, IN KING COUNTY,
WASHINGTON;
EXCEPT THE NORTH 10 FEET THEREOF CONVEYED TO THE CITY OF TUKWILA BY
DEED RECORDED UNDER RECORDING NO, 9208261189.
Exhibit A to Estoppel Certificate