HomeMy WebLinkAbout24-172 - King County - Purchase and Sale Agreement: George Long PropertyDocusign Envelope ID81721 D9E-3B78-4737-904C-94QF819231 CD
24-172(a)
Council Approval 12/12/21
FIRST AMENDMENT TO
REAL ESTATE PURCHASE AND SALE AGREEMENT
This First Amendment to Real Estate Purchase and Sale Agreement ("First Amendment") is made
as of the date this instrument is fully executed by and between the CITY OF TUKWILA, a
municipal corporation (the "Seller"), and KING COUNTY, a home rule charter county and
political subdivision of the State of Washington (the "Buyer"), each of which may be referred to
herein individually as a "Party" and collectively as the "Parties." This First Amendment amends
that certain Real Estate Purchase and Sale Agreement executed by the Parties fully on November
18, 2024 (the "Agreement").
A. Buyer and Seller are Parties to that certain Agreement dated November 18, 2024, for the
purchase and sale of King County Tax Parcel Nos. 336590-0925, -0975,,-1015, and -1016,
located at 14000 Interurban Avenue South, Tukwila, King County, State of Washington (the
"Property").
B. The Parties desire to enter into this First Amendment to, (i) add subsection 1.2 (Easements)
and its corresponding exhibits to the Agreement; and (ii) amend subsection 2.1 (Purchase
Price and Payment), in accordance with subsections 2.2 (Purchase Price Adjustment) and
2.2.1 (Purchase Price Adjustment for, Northerly Lot Line Discrepancy) of the Agreement.
VE"9N3101DIONII
NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performances
contained herein, the Parties agree as follows:
1. A new subsection, Subsection 1.2, Easements, is hereby added to the Agreement as
follows:
1.2 Easements. As consideration, in addition to the Purchase Price, and as a
condition of Seller's Conveyance of the Property to Buyer, at Closing, Buyer shall grant to
Seller perpetual, non-exclusive easements for storm drainage, a gas line, and fiber optics
(collectively, the "Easements"),. The form of said Easements are attached as Exhibits D -F
and by this reference are incorporated herein.
2. Subsection 2.1 of the Agreement, Purchase Price and Payment, is hereby deleted in its
entirety and replaced with the following text:
2.1 Purchase Price and Payment. In consideration of the conveyance of the Property,
Buyer shall, in full payment therefor, pay in case to Seller on the Closing Date a total
purchase price of Four Million Five Hundred Twenty -Three Thousand Two Hundred
Ninety -Nine Dollars and No/100 (US $4,523,299.00) (the "Purchase Price"), which has
been adjusted pursuant to subsection 2.2 of this Agreement.
Tulk-wila, George Long - First Amendment Page I of 26 April 3, 2025
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3. Three new exhibits, Exhibits D, E, and F, attached hereto as Attachments 1, 2, and 3, are
hereby appended to the Agreement.
4. Unless otherwise modified by this First Amendment, all other terms and conditions of the
Agreement remain in full force and effect and are hereby ratified and confirmed. All capitalized
terms used in this First Amendment that are not otherwise defined shall have the same meaning
they were given in the Agreement.
5. This First Amendment may be executed in one or more counterparts, each of which shall
be deemed original, and all of which together shall constitute one and the same instrument. The
signatures to this First Amendment may be executed on separate pages and when attached to this
First Amendment shall constitute one complete document. For purposes of this First Amendment,
a signature by electronic signature on a portable document format (PDF) or by other electronic
means (e.g,, DocuSign) shall be fully binding as though it was an original signature.
EXECUTED, on the dates set forth below.
W VAI I
L400111104 11 It IJ 'I
. ......................... . . . .
72
Narne::-TiO44 a
Titlei mamor
V
Date: -5/8/,2025
ATTEST
Signed by;
By:
A
Tukwilacity Jerk
APPROVED AS To FORM:
$1 d by'
k
By:
iu-TwIV'City Attorney
BUYER: KING COUNTY
—Signedby,
By
Josh Baldi
Name:
Title: WLR Division Director, DNRP
Date: 5/6/2025
APPROVED AS To FORM-.
Signed by,
Bf'�'IUMfWu
-�'ffl&?Whbty Prosecuting Attorney
Tukwila, George Long - First Amendment Page 2 of 26 April 3, 2025
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ATTACHMENT 1
After Recording, Return to:
CITY OF TUKWILA
City Clerk
6200 Southcenter Blvd.
Tukwila, WA 98188
STORM DRAINAGE EASEMENT
Grantor:
King County, a home rule charter county and political
subdivision of the State of Washington
Grantee:
City of Tukwila, a municipal corporation of the State of
Washington
Legal Description:
PTN Parcels 2 & 3,, City of Tukwila Boundary Line
Adjustment recorded under recording no.
8703040636.
Additional Legal(s)
Exhibit A, attached hereto and made part of
Assessor's Tax Parcel ID#:
Ptns of 336590-0925 and 336590-0975
THIS EASEMENT is made this 8th day of ......-May -, 2025, by and between
KING COUNTY, a home rule charter county and political subdivision of the State of Washington
("Grantor"), and the CITY OF TUKWILA, a municipal corporation of the State of Washington.
Grant of Easement. Grantor, for good and valuable consideration, the receipt of which is
hereby acknowledged, hereby grants to the City of Tukwila, a municipal corporation of the
State of Washington, its contractors, employees, agents, successors, franchisors, and
assigns (collectively, "'Grantee"), for the purposes set forth herein, a non-exclusive
perpetual easement ("Easement") for the placement, operation, and maintenance of public
storm drainage facilities over, under, along, across, and through the easement area legally
described in Exhibit A and visually depicted in Exhibit B, both of which are attached hereto
and by this reference incorporated herein (the "Easement Area").
2. Utility Purpose and Features. Grantee shall have the right to operate, maintain, repair,
replace, improve, remove, access, and enlarge storm drainage facilities and associated
features within the Easement Area. Such storm drainage utilities may include, but are not
limited to, an existing 18 -inch storm drain pipe.
Grantee may, from time to time, construct additional storm drain facilities within the
Easement Area as may be required for such storm drainage functions.
3. Easement Area Clearing and Maintenance. Grantee shall have the right to cut, remove,
and dispose of any and all brush, trees, or other vegetation in the Easement Area that may
interfere with the storm drainage facilities. Grantee shall also have the right to control, on
Tukwila, George Long - First Amendment Page 3 of 26 April 3, 2025
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a continuing basis and by any prudent and reasonable means, the establishment and growth
of brush, trees, or other vegetation in the Easement Area that may interfere with the storm
drainage facilities.
4. Grantor's Use of Easement Area. Grantor reserves the right to use the Easement Area
for any purpose so long as the use does not interfere with the Easement rights herein
granted. Grantor may install groundcover and shrub landscaping plantings within the
Easement Area with Grantee's prior written consent. Grantor shall not alter the ground
surface or subsurface within the Easement Area by excavation, placement of fill material,
or installation of any wall or rockery, without the prior written consent of Grantee's Public
Works Director or their authorized designee. Grantee's prior written consent, where
required, shall not be unreasonably withheld, conditioned, or delayed. Grantor shall not
construct or maintain any buildings or structures within the Easement Area.
5. Indemnift.,
A. Grantee agrees to defend, indemnify, and hold harmless Grantor, its officers, directors,
and employees, from and against any and all claims, demands, or causes of action and
the resulting losses, costs, expenses, reasonable attorney fees, liabilities, damages,
orders, judgments, or decrees arising out of the negligent acts, errors, or omissions of
Grantee or its agents, independent contractors, or employees, related to or in any way
arising out of Grantee's use of the Easement Area, or the installation, operation,
maintenance, or repair of the improvements therein. Where such claims, suits, or
actions result from concurrent negligence of Grantor and Grantee, the indemnity
provisions provided herein shall be valid and enforceable only to the extent of the
negligence of Grantee, and its agents, independent contractors, employees, and
invitees. Grantee agrees that its obligations under this indemnification section extend
to any claim, demand, or cause of action brought by, or on behalf of, any of Grantee's
employees or agents; and for this purpose, Grantee specifically waives, with respect to
Grantor only, any immunity and limitations on liability that would otherwise be
available against such claims under the industrial insurance provisions of Title 51 RCW
or any industrial insurance act, disability act, or employee benefit act of any
jurisdiction. If any claims, demands, actions, or lawsuits for which Grantee is obligated
to indemnify Grantor per this Section 5(A), then Grantee, upon prompt notice from
Grantor, shall assume all costs of defense thereof, including legal fees incurred by
Grantor, and of all resulting judgments that may be obtained against Grantor and of all
resulting judgments that may be obtained against Grantor to the extent required
pursuant to this Section 5(A).
l3. In addition to all other indemnities provided in this Easement, Grantee agrees to protect,
defend, and indemnify, and hold Grantor harmless for any suits, claims, damages, strict
liabilities, and costs or liabilities imposed by any federal, State, county, or municipal
authority having jurisdiction associated with the: presence, removal, or remediation of
any Hazardous Substance (including petroleum and gasoline products) that are released
onto or from the Easement Area by Grantee, its agents, independent contractors, or
employees, as a result of the Grantee's use of the Easement Area, including the
Tukwila, George Long - First Amendment Page 4 of 26 April 3, 2025
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construction, reconstruction, alteration, maintenance, operation, repair, removal, or
relocation of improvements, whether (i) made, commenced, or incurred during the
existence of this Easement, or (ii) made, commenced, or incurred after the termination
of this, Easement if arising out of events occurring during the existence of this
Easement. "Hazardous Substances" for purposes of this section include, but are not
limited to, those substances included within the definition of "hazardous substances,"
`•hazardous materials," `• toxic substances," •• hazardous wastes," or "solid wastes" in
any federal, state, or local law, statute, ordinance, regulation, order, or rule pertaining
to health, industrial hygiene, environmental conditions, or hazardous substances.
"Costs" shall include, but not be limited to, all response or remediation costs, disposal
fees, investigation costs, monitoring costs, civil or criminal penalties, attorneys' fees,
and other litigation costs incurred in connection with such response or remediation.
C. The provisions of this indemnity section shall survive the termination of this Easement.
6. 'Covenant Runnine With the Land. This Easement shall be covenant running with the
land and shall forever bind Grantor and Grantee, their heirs, successors, and assigns.
7. Governing Law; Venue, This Easement shall be governed by and construed in
accordance with the laws of the State of Washington, without giving effect to its choice of
law rules or conflicts of law provisions. In the event any suit, arbitration, or other
proceeding instituted to enforce any term of this Easement, the parties specifically
understand and agree that venue shall be exclusively in King County, Washington.
8. Amendments. Any modification, waiver, amendment, discharge, or change of this
Easement shall be valid only if the same is in writing and signed and acknowledged by the
parties, and an original thereof is recorded in the real property records of King County,
Washington.
9. -Sevcrahility., In the event any term, covenant, condition, or provision contained in this
Easement is held to be invalid, voided, or otherwise unenforceable, by any court of
competent jurisdiction, such holding shall in no way affect the validity or enforceability of
any other term, covenant, condition, provision, or easement contained in this Easement.
10. Enforcement. The failure of either party to enforce any provision of this Easement shall
not be construed as a waiver or limitation of that party's right subsequently to enforce and
compel strict compliance with every provision of this Easement.
11. Counterparts. This Easement may be executed in any number of counterparts and all
counterparts shall be deemed to constitute a single agreement. The execution of one
counterpart by either party shall have the same force and effect as if that party had signed
all other counterparts. The signatures to this Easement may be executed on separate pages
and when attached to this Easement shall constitute one complete document. A portable
document format (PDF) or DocuSign signature on this Easement shall be equivalent to,
and have the same force and effect as, an original signature.
Tukwila, George Long - First Amendment Page 5 of 26 April 3, 2825
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EXECUTED this 8th
M-41". MI -MM -11M
By:
Name:
Title:
F.11=900911 M.A190ITI-MMU
Senior Deputy Prosecuting Attorney
GRANTEE: CITY OF TUKWILA
day of May , 2025.
Date:
Date: S! 20
Name:
Title:
APPROVED AS TO FORM:
Signed by:
--r
By: F .
Tukwila, George Long - First Amendment Page 6 of 26 April 3, 2025
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NOTARY BLOCK FOR KING COUNTY
STATE OF WASHINGTON)
)SS
COUNTY OF KING
On this — day of , 2025, before me, the undersigned,
a Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared ', to me known to be the
of KING COUNTY, who executed the foregoing instrument and acknowledged to me that they
were authorized to execute said instrument on behalf of the said party for the uses and purposes
therein mentioned,
WITNESS my hand and official seal hereto affixed the day and year in this certificate above
written.
Dated:
Signature:
Notary Public in and for the State of Washington
Notary (print name):
Residing at:
Tukwila, George Long - First Amendment Page 7 of 26 April 3, 2025
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NOTARY BLOCK FOR CITY OF TUKWILA
STATE OF WASHINGTON )
)SS
COUNTY EDF KING
On this _ '&` of tnDM 5 2025, before me, the undersigned,
a Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared_...-VA0A,\A5 %6gLQgXj to me: known to be the MQ&h cq-
of the CITY OF TUKWILA, who executed the foregoing instrument and acknowledged to me that
they were authorized to execute said instrument on behalf of the said party for the uses and
purposes therein mentioned.
WITNESS my hand and official seal hereto affixed the day and year in this certificate above
written.
Dated: S I (PS 11S
Signature: XA,,ItA (rWk
U
Notary Public in and for the State of Washington
Notary (print narne):\hMou�.&O cze—�
Residing at:
Tukwila, Gcorgc Long- First Amcndmcnt Page 8 of 26 April 3, 2625
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EXHIBIT "A"
(UTILITY EASEMENT LEGAL DESCRIPTION)
A 20 -FOOT -WIDE STRIP VACATED PER CITY OF TUKWILA, WASHINGTON ORDINANCE NO. 2683, UNDER
RECORDING NUMBER 20241223000998, RECORDS OF KING COUNTY, WASHINGTON: LYING ADJACENT
TO AND NORTHERLY OF THE CITY OF TUKWILA SHORT PLAT NO. 84-13-BLA, DATED JUNE 4,19B4,
RECORDED UNDER KING COUNTY RECORDS NUMBER 8406040817 AS EXTENDED WESTERLY TO THE
EASTERLY MARGIN OF VACATED MAULE AVENUE, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF LOT 1 OF SAID SHORT PLAT:
THENCE ALONG THE NORTHEASTERLY LINE OF VACATED MAULE AVENUE NORTH 43'41'42" WEST,
27.64 FEET TO THE NORTH LINE OF SAID 20 -,FOOT -WIDE STRIP;
THENCE NORTH 89*56'45" EAST, 400.78 FEET TO THE ORDINARY HIGH WATER MARK OF THE
DUWAMISH RIVER;
THENCE ALONG SAID ORDINARY HIGH WATER MARK SOUTH 16'24'14"WEST, 14.61 FEET;
THENCE SOUTH 07'53'15" EAST, 6.04 FEET TO A POINT ON THE NORTH LINE OF SAID SHORT PLAT;
THENCE ALONG SAID NORTH LINE SOUTH 89*56'45" WEST, 378.39 FEET TO THE POINT OF
BEGINNING.,
(CONTAINING 7,774± SF)
04/25/2025
22.268 Utility Esmt 013H
April 25, 2025
Tukwila, George Long - First Amendment Page 9 of 26 April 3„ 2025
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CITY OF 'RJKWILA %:rrf CF' -MI(WILA
(APN 33659C-0925) (APN
SJ -1'4V'0
.64,
I
L EASEMENT AREA
S 1 S'24'1 1101
14411
—SU'1*Wq'l:5"E
DUWAMISH
RIVER
S, 140TH ST,
3 39' t
70
Urf OF TUMILA CITY OF -PJKWILA
4P LOT 11 LOT 2
BLA M-13 ULA 84-13 xP
— — — — — — — — — — —
GRUT AMERIC-44 CASND
SCAI& For.. JIM? M)06ER
40WON'rAL 1* -100' VVMCAL N/A CITY OF
Palghalm TUKWILA 22268
268L.002
Title; 5KET
MM 72 Av9rAM&3t1U1
Fat. WA UTILITY
4== 1 EMEMENT L
I&RAw MA- , l(,-HEcKEo--QaH— I ALL5.L 0 25
Tukwila, George Long- First Amendment Page 10 of 26 April 3, 2025
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ATTACHMENT 2
After Recording, Return to:
CITY OF TUKWILA
City Clerk
6200 Southcenter Blvd.
Tukwila, WA 98188
NATURAL GAS EASEMENT
Grantor: King County, a home rule charter county and political
subdivision of the State of Washington
Grantee: City of Tukwila, a municipal corporation of the State of
Washington
Legal Description: Ptn of Lot 2, City of Tukwila Short Plat recorded under
recording no. 8406040817.
Additional Legal(s) Exhibit A, attached hereto and made part of
Assessor's Tax Parcel ID#: Ptn of 336590-0925
THIS EASEMENT, made this 8th day of May 11 2025, by and between
KING COUNTY, a home rule charter county and political subdivision of the State of Washington
("Grantor" herein), and the CITY OF TUKWILA, a municipal corporation of the State of
Washington.
12. Grant of Easement. Grantor, for good and valuable consideration, the receipt of which is
hereby acknowledged, hereby grants to the City of Tukwila, a municipal corporation of the
State of Washington, its contractors, employees, agents, successors, franchisors, and
assigns, (collectively, "Grantee"), for the purposes set forth herein, a non-exclusive
perpetual easement ("Easement"), for the placement, operation, and maintenance of public
natural gas lines and facilities over, under, along, across, and through the easement area
legally described in Exhibit A and visually depicted in Exhibit 13, both of which are
attached hereto and by this reference incorporated herein (the "Easement Area").
13. Utility Purpose and Features. Grantee shall have the right to operate, maintain, repair,
replace, improve, remove, access, and enlarge natural gas lines and facilities and
associated features within the Easement Area for the purpose of constructing and
maintaining such utilities. Grantee may, from time to time, construct additional natural
gas lines and facilities within the Easement Area as may be required for such utility
functions.
14. Easement Area Clearing and Maintenance. Grantee shall have the right to cut, remove,
and dispose of any and all brush, trees, or other vegetation in the Easement Area that may
interfere with the natural gas lines and facilities. Grantee shall also have the right to
control, on a continuing basis and by any prudent and reasonable means, the establishment
Tukwila, George Long - First Amendment Pagc 11 of 26 April 3, 2025
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and growth of brush, trees, or other vegetation in the Easement Area that may interfere
with the natural gas lines and facilities.
15. Grantor's Use of Easement Area. Grantor reserves the right to use the Easement Area
fr7r any purpose so long as the use does not interfere with the Easement rights herein
granted. Grantor may install groundcover and shrub landscaping plantings within the
Easement Area with Grantee's prior written consent. Grantor shall not alter the ground
surface or subsurface within the Easement Area by excavation, placement of fill material,
or installation of any wall or rockery, without the prior written consent of Grantee's Public
Works Director or their authorized designee. Grantee's prior written consent, where
required, shall not be unreasonably withheld, conditioned, or delayed. Grantor shall not
construct or maintain any buildings or structures within the Easement Area.
16, Indemnity.
C. Grantee agrees to defend, indemnify, and hold harmless Grantor, its officers, directors,
and employees, from and against any and all claims, demands, or causes of action and
the resulting losses, costs, expenses, reasonable attorney fees, liabilities, damages,
orders, judgments, or decrees arising out of the negligent acts, errors, or omissions of
Grantee or its agents, independent contractors, or employees, related to or in any way
arising out of Grantee's use of the Easement Area, or the installation, operation,
maintenance, or repair, of the improvements therein. Where such claims, suits, or
actions result from concurrent negligence of Grantor and Grantee, the indemnity
provisions provided herein shall be valid and enforceable only to the extent of the
negligence of Grantee, and its agents, independent contractors, employees, and
invitees. Grantee agrees that its obligations under this indemnification section extend
to any claim, demand, or cause of action brought by, or on behalf of, any of Grantee's
employees or agents; and for this purpose, Grantee specifically waives, with respect to
Grantor only, any immunity and limitations on liability that would otherwise be
available against such claims under the industrial insurance provisions of Title 51 RCW
or any industrial insurance act, disability act, or employee benefit act of any
jurisdiction. If any claims, demands, actions, or lawsuits for which Grantee is obligated
to indemnify Grantor per this Section 5(A), then Grantee, upon prompt notice from
Grantor, shall assume all costs of defense thereof, including legal fees incurred by
Grantor, and of all resulting judgments that may be obtained against Grantor and of all
resulting judgments that may be obtained against Grantor to the extent required
pursuant to this Section 5(A).
D. In addition to all other indemnities provided in this Easement, Grantee agrees to protect,
defend, and indemnify, and hold Grantor harmless for any suits, claims, damages, strict
liabilities, and costs or liabilities imposed by any federal, State, county, or municipal
authority having jurisdiction associated with the presence, removal, or remediation of
any Hazardous Substance (including petroleum and gasoline products) that are released
onto or, from the Easement Area by Grantee, its agents, independent contractors, or
employees, as a result of'the Grantee's use of the Easement Area, including the
construction, reconstruction, alteration, maintenance, operation, repair, removal, or
Tukwila, George Long - First Amendment Page 12 of 26 April 3, 2425
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relocation of improvements, whether (i) made, commenced, or incurred during the
existence of this Easement, or (ii) made, commenced, or incurred after the termination
of this Easement if arising out of events occurring during the existence of this
Easement. "Hazardous Substances" for purposes of this section include, but are not
limited to, those substances included within the definition of "hazardous substances,"
"hazardous materials," "toxic substances," "hazardous wastes," or "solid wastes" in
any federal, state, or local law, statute, ordinance, regulation, order, or rule pertaining
to health, industrial hygiene, environmental conditions, or hazardous substances.
"Costs" shall include, but not be limited to, all response or remediation costs, disposal
fees, investigation costs, monitoring costs, civil or criminal penalties, attorneys' fees,
and other litigation costs incurred in connection with such response or remediation.
C. The provisions of this indemnity section shall survive the termination of this Easement.
17. Covenant Runnine With the Land. This Easement shall be covenant running with the
land and shall forever bind Grantor and Grantee, their heirs, successors, and assigns.
18. Governine Law; Venue. This Easement shall be governed by and construed in
accordance with the laws of the State of Washington, without giving effect to its choice of
law rules or conflicts of law provisions. In the event any suit, arbitration, or other
proceeding instituted to enforce any term of this Easement, the parties specifically
understand and agree that venue shall be exclusively in King County, Washington.
19. Amendments. Any modification, waiver, amendment, discharge, or change of this
Easement shall be valid only if the same is in writing and signed and acknowledged by the
parties, and an original thereof is recorded in the real property records of King County,
Washington.
20. Severability. In the event any term, covenant, condition, or provision contained in this
Easement is held to be invalid, voided, or otherwise unenforceable, by any court of
competent jurisdiction, such holding shall in no way affect the validity or enforceability of
any other term, covenant, condition, provision, or easement contained in this Easement.
21. Enforcement. The failure of either party to enforce any provision of this Easement shall
not be construed as a waiver or limitation of that party's right subsequently to enforce and
compel strict compliance with every provision of this Easement.
22. Counterparts, This Easement may be executed in any number of counterparts and all
counterparts shall be deemed to constitute a single agreement. The execution of one
counterpart by either party shall have the same force and effect as if that party had signed
all other counterparts. The signatures to this Easement may be executed on separate pages
and when attached to this Easement shall constitute one complete document. A portable
document format (PDF) or DocuSign signature on this Easement shall be equivalent to,
and have the same force and effect as, an original signature.
Tuk-wila, Georgc Long - First Amendment Page 13 of 26 April 3,2025
Docusign Envelope PD: 81721 D9E-3B78-4737-904C-94OF819231 C D
EXECUTED this 8th day of May , 2025.
M Ita.1191 001 1143,14
By: Date:
Name:
Title:
APPROVED AS TO FORM
By:
Senior Deputy Prosecuting Attorney
GRANTEE: CITY OF TUKWILA
By. A
Date:
Name:
Title: Mom n
I ----
APPROVED AS TO FORM:
Signed y:
By:
Tukwila, George Lang, -First Amendment Page 14 of 26 April 3, 2025
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NOTARY BLOCK FOR KING COUNTY
STATE OF WASHINGTON )
)SS
COUNTY OF KING
On this day of 1, 2025, before me, the undersigned,
a Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared , to me known to be the
of KING COUNTY, who executed the foregoing instrument and acknowledged to me that they
were authorized to execute said instrument on behalf of the said party for the uses and purposes
therein mentioned,
WITNESS my hand and official seal hereto affixed the day and year in this certificate above
written.
Dated:
Signature:
Notary Public in and for the State of Washington
Notary (print name):
Residing at:
Tukwila, George Long - First Amendment Page 15 of 26 April 3, 2025
Docusig n Envelope ID: 81721 D9E-3B78-4737-904C-94OF819231 CD
NOTARY BLOCK FOR CITY OF'TUKWILA
STATE OF WASHINGTON )
)SS
COUNTY OF KING
On this qW day of cA-" 3 2025, before me, the undersigned,
a Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared 2aA&ja,2a5 k:''�aL�.crl, —1 to me known to be the SN� 0\2
of the CITY OF TUKWILA, who executed the foregoing instrument and acknowledged to me that
they were authorized to execute said instrument on behalf of the said party for the uses and
purposes therein mentioned.
WITNESS my hand and official seat hereto affixed the day and year in this certificate above
written.
CA�4'0 oil,
AAR�,
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$Iq$ OF Vq P,5
Dated: � 2,LS
Signature: ...... . ..... . .
Notary Public in and for the ate of Washington
Notary (print name):T\/,\ 64W OCA6o4la.M-
Residing at: \(-W'\\0' '4 �. �,
Tukwila, George Long - First Amendment Page 16 of 26 April 3, 2025
Docusign Envelope ID: 8172lD9E-3B7S-4737-9040-94OF819231CD
EXHIBIT "A"
(GASLINE EASEMENT LEGAL DESCRIPTION)
A 10 -FOOT -WIDE STRIP LYING OVER, UNDER AND ACROSS A PORTION OF THE STEPHEN
FOSTER DONATION CLAIM IN SECTION 14, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M.,
LYING EAST OF THE PUGET SOUND ELECTRIC RAILWAY' RIGHT OF WAY (ABANDONED)
AND PARCEL 2 OF CITY OF TUKWILA BOUNDARY LINE ADJUSTMENT NO. 87-1-BLA,
RECORDED UNDER RECORDING 8703040636 (AKA LOTS I THROUGH 11, INCLUSIVE,
BLOCK 9, HILLMAN'S SEATTLE GARDEN TRACTS, ACCORDING TO THE PLAT THEREOF
RECORDED IN VOLUME I I OF PLATS, PAGE 24, IN KING COUNTY, WASHINGTON) LYING
EASTERLY OF VACATED MAULE AVENUE, DESCRIBED AS FOLLOWS:
COMMENCING AT A FOUND 2" BRASS SURFACE DISK AT' THE INTERSECTION OF 57TH
AVENUE SOUTH AND INTERURBAN AVENUE SOUTH;
THENCE SOUTH 43041'42" EAST ALONG THE MONUMENTED CENTERLINE OF SAID
INTERURBAN AVENUE SOUTH, 96.68 FEET;
THENCE NORTH 4601818" EAST, 1.50.00 FEET TO EASTERLY MARGIN OF SAID VACATED
MAULE AVENUE; THENCE ALONG SAID EASTERLY MARGIN NORTH 43'41'42" WEST, 129.42
FEET TO THE POINT OF BEGINNING OF' THE CENTERLINE OF SAID 10 -FOOT -WIDE STRIP
HAVING 5 FEET ON EACH SIDE; THENCE NORTH 00'22'16" WEST, 133.47 FEET,
THENCE NORTH 04059'35" EAST, 30.93 FEET;
THENCE NORTH 04000'09" WEST, 45.66 FEET;
THENCE NORTH 16002'28" EAST, 18.32 FEET TO THE TERMINUS OF THIS CENTERLINE,
EXCEPT ANY PORTION THEREOF FALLING WITH THE EXISTING BUILDING.
(CONTAINING 2,284 ± SF)
22268 Gasline Esmt OBH 04/25/2025
Tukwila, Gcorgc Long - First Amendment Page 17 of26 April 3, 2025
Docusign Envelope ID: 8172109E-3B78-4737-904C-94OF819231CO
N 16'02'28"E I
N04'00'09V ,
N04'59'35"E
:V111 0 1 l *11 M .4
04r2512025
EXISTING BUILDING CrTY OF TUKWILA
I (APN 00000-0049)
CURRENT BOUNDARY LINE STEPHEN FOSTER DLC
(NORTH LINE OF THE SOUTH 251' OF
STEPHEN FOSTER DLC)
STEPHEN FOSTER DLC
0.0 JOSEPH FOSTER DLC Jai
PROPOSED NEW PROPERTY LINE
PARCEL 2 0
NOD'22'16"W 1.33,47' 87 -1 -OLA
P,G,B.
cl Lin
EASEMENT CENTERLINE) Ty OF TUKVIILA
(APN 336590-092x) 0 r)
it
U ea.
>vp
12.51'
411
CITY' OF TUKWILA MCITY OF TUKWILA
Lur I LOT 2
EA�EVP', OLA 84-13 FILA 8,4-13
L
ViNJJMENT
— — — — — — — — — — — -
13REAT AMERICAN CASINO
(APN 336590-103,5)
- — — — — — — — — —
gas a Datc/Tirne:4./25/2()25 I 1:5.� Ali OWFN HILLS
SCALE. For; joe NuUvER
HORVONTAL I"=100' VER77CAL N/A CITY OF
Owghaumn TUKW'ILA 22208
Consuldng Ewkwmr;, Ur- 222681-004�DQC
Title.. SHEET
1M72ndAvwm$"h
KOMWASSM i GASLINE UTILITY'
AMZWM Ill I EASEMENT 1 1
Tukwila, George Long - First Amendment Page 18 of 26 April 3, 2025
Docusign Envelope ID: 81721D9E-3B78-4737-904C-94OF819231CD
ATTACHMENT 3
After Recording, Return to:
CITY OF TUKWILA
City Clerk
6200 Southcenter Blvd.
Tukwila, WA 98188
TELECOMMUNICATIONS EASEMENT
Grantor: King County, a home rule charter county and political
subdivision of the State of Washington
Grantee: City of Tukwila, a municipal corporation of the State of
Washington
Legal Description: Ptn of Lot 2, City of'Tukwila Short Plat recorded under
recording no. 8406040817.
Additional Legal(s) Exhibit A, attached hereto and made part of
Assessor's Tax Parcel ID#: Ptn of 336590-0925
THIS EASEMENT, made this 8th day of May , 2025, by and between
KING COUNTY, a home rule charter county and political subdivision of the State of Washington
("Grantor" herein), and the CITY OF TUKWILA, a municipal corporation of the State of
Washington.
23. Grant of Easement. Grantor, for good and valuable consideration, the receipt of which is
hereby acknowledged, hereby grants to the City of Tukwila, a municipal corporation of the
State of Washington, its contractors, employees, agents, successors, franchisors, and
assigns, (collectively, "Grantee"), for the purposes set forth herein, a non-exclusive
perpetual easement ("Easement") for the placement, operation, and maintenance of public
telecommunications lines and facilities over, under, along, across, and through the
easement area legally described in Exhibit A and visually depicted in Exhibit B, both of
which are attached hereto and by this reference incorporated herein (the "Easement Area").
24. Utility Purpose and Features. Grantee shall have the right to operate, maintain, repair,
replace, improve, remove, access, and enlarge telecommunications lines and facilities and
associated features within the Easement Area for the purpose of constructing and
maintaining utilities.Grantee may, from time to time, construct additional
telecommunications facilities within the Easement Area as may be required for such
telecommunications functions.
25. Easement Area Clearinz and Maintenance. Grantee shall have the right to cut, remove,
and dispose of any and all brush, trees, or other vegetation in the Easement Area that may
interfere with the telecommunication lines and facilities. Grantee shall also have the right
to control, on a continuing basis and by any prudent and reasonable means, the
Tukwila, George Long - First Amendment Page 19 of26 April 3, 2025
Docusign Envelope ID: $1721D9E-3878-4737-9040-94OF819231CD
establishment and growth of brush, trees, or other vegetation in the Easement Area that
may interfere with the telecommunications lines and facilities.
26. Grantor's Use of Easement Area. Grantor reserves the right to use the Easement Area
for any purpose so long as the use does not interfere with the Easement rights herein
granted. Grantor may install groundcover and shrub landscaping plantings within the
Easement Area with Grantee's prior written consent. Grantor shall not alter the ground
surface or subsurface within the Easement Area by excavation, placement of fill material,
or installation of any wall or, rockery, without the prior written consent of Grantee's Public
Works Director or their authorized designee. Grantee's prior written consent, where
required, shall not be unreasonably withheld, conditioned, or delayed. Grantor shall not
construct or maintain any buildings or structures within the Easement Area,
27. Indemnity.
E. Grantee agrees to defend, indemnify, and hold harmless Grantor, its officers, directors,
and employees, from and against any and all claims, demands, or causes of action and
the resulting losses, costs, expenses, reasonable attorney fees, liabilities, damages,
orders, judgments, or decrees arising out of the negligent acts, errors, or omissions of
Grantee or its agents, independent contractors, or employees, related to or in any way
arising out of Grantee's use of the Easement Area, or the installation, operation,
maintenance, or repair of the improvements therein. Where such claims, suits, or
actions result from concurrent negligence of Grantor and Grantee, the indemnity
provisions provided herein shall be valid and enforceable only to the extent of the
negligence of Grantee, and its agents, independent contractors, employees, and
invitees, Grantee agrees that its obligations under this indemnification section extend
to any claim, demand, or cause of action brought by, or on behalf of, any of Grantee's
employees or agents; and for this purpose, Grantee specifically waives, with respect to
Grantor only, any immunity and limitations on liability that would otherwise be
available against such claims under the industrial insurance provisions of Title 51 RCW
or any industrial insurance act, disability act, or employee benefit act of any
jurisdiction. If any claims, demands, actions, or lawsuits for which Grantee is obligated
to indemnify Grantor per this Section 5(A), then Grantee, upon prompt notice from
Grantor, shall assume all costs of defense thereof, including legal fees incurred by
Grantor, and of all resulting judgments that may be obtained against Grantor and of all
resulting judgments that may be obtained against Grantor to the extent required
pursuant to this Section 5(A),
F. In addition to all other indemnities provided in this Easement, Grantee agrees to protect,
defend, and indemnify, and hold Grantor harmless for any suits, claims, damages, strict
liabilities, and costs or liabilities imposed by any federal, State, county, or municipal
authority having jurisdiction associated with the presence, removal, or remediation of
any Hazardous Substance (including petroleum and gasoline products) that are released
onto or from the Easement Area by Grantee, its agents, independent contractors, or
employees, as a result of the Grantee's use of the Easement Area, including the
construction, reconstruction, alteration, maintenance, operation, repair, removal, or
Tukwila, George Long - First Amendment Page 20 of 26 April 3, 2025
Docusign Envelope ID: 81721 D9E-3B78-4737-904C-94OF819231 CD
relocation of improvements, whether (i) made, commenced, or incurred during the
existence of this Easement, or (ii) made, commenced, or incurred after the termination
of this Easement if arising out of events occurring during the existence of this
Easement. "Hazardous Substances" for purposes of this section include, but are not
limited to, those substances included within the definition of "hazardous substances,"
"hazardous materials," "toxic substances," "hazardous wastes," or "solid wastes" in
any federal, state, or local law, statute, ordinance, regulation, order, or rule pertaining
to health, industrial hygiene, environmental conditions, or hazardous substances.
"Costs" shall include, but not be limited to, all response or remediation costs, disposal
fees, investigation costs, monitoring costs, civil or criminal penalties, attorneys' fees,
and other litigation costs incurred in connection with such response or remediation,
C. The provisions of this indemnity section shall survive the termination of this Easement,
28. Covenant Runnin With the Land. This Easement shall be covenant running with the
land and shall forever, bind Grantor and Grantee, their heirs, successors, and assigns.
29. Governing Law; Venue. This Easement shall be governed by and construed in
accordance with the laws of the State of Washington, without giving effect to its choice of
law rules or conflicts of law provisions. In the event any suit, arbitration, or other
proceeding instituted to enforce any term of this Easement, the parties specifically
understand and agree that venue shall be exclusively in King County, Washington.
30. Amendments. Any modification, waiver, amendment, discharge, or change of this
Easement shall be valid only if the same is in writing and signed and acknowledged by the
parties, and an original thereof is recorded in the real property records of King County,
Washington,
31. Severability, In the event any term, covenant, condition, or provision contained in this
Easement is held to be invalid, voided, or, otherwise unenforceable, by any court of
competent jurisdiction, such holding shall in no way affect the validity or enforceability of
any other term, covenant, condition, provision, or easement contained in this Easement.
32. Enforcement. The failure of either party to enforce any provision of this Easement shall
not be construed as a waiver or limitation of that party's right subsequently to enforce and
compel strict compliance with every provision of this Easement.
33. Counterparts, This Easement may be executed in any number of counterparts and all
counterparts shall be deemed to constitute a single agreement. The execution of one
counterpart by either party shall have the same force and effect as if that party had signed
all other counterparts. The signatures to this Easement may be executed on separate pages
and when attached to this Easement shall constitute one complete document. A portable
document format (PDF) or DocuSign signature on this Easement shall be equivalent to,
and have the same force and effect as, an original signature.
Tukwila, Georgc Long - First Arnendmcnt Pagc 21 of 25 April 3, 2025
Docusign Envelope I D: 81721 ME -31378 -4737 -904C -940F819231 CD
EXECUTED this 8th
GRANTOR: KING COUNTY
By:
Name:
Title:
APPROVED AS TO FORM
M
Senior Deputy Prosecuting Attorney
GRANTEE: CITY OF TUKWILA
day of May .-, 2025.
Date:
Date: 5/112,02-5
Name: uLkrd S LX.Qj
Title: --,A CM 0 ko-
I
Stgned by:
By:F
Tukwila, George Long - First Amendment Page 22 of 26 April 3, 2025
Docusign Envelope ID: 81721 D9E-3B78-4737-904C-94OF819231 CD
NOTARY BLOCK FOR KING COUNTY
STATE OF WASHfNGTON)
)SS'
COUNTY OF KING
On this day of , 2025, before me, the undersigned,
a Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared "to me known to be the
of KING COUNTY, who executed the foregoing instrument and acknowledged to me that they
were authorized to execute said instrument on behalf of the said party for the uses and purposes
therein mentioned.
WITNESS my hand and official sea] hereto affixed the day and year in this certificate above
written.
Dated:
Signature:
Notary Public in and for the State of Washington
Notary (print name):
Residing at:
Tukwila, George Long - First Amendment Page 23 of 26 April 3, 2.025
Docusign Envelope ID: 8172'1D9E-3B78�-4737-9040-94OF819231CD
NOTARY BLOCK FOR CITY OF TUKWILA
STATE OF' WASHINGTON )
)SS
COUNTY OF KING
On this — �- day of aM 2025, before me, the undersigned,
a Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared _'QAKVNaS %A0WJDd - ,tome known to be the VyNxUoQ
of the CITY OF TUKWILA, who executed the foregoing instrument and acknowledied to me that
they were authorized to execute said instrument on behalf of the said party for the uses and
purposes therein mentioned.
WITNESS my hand and official seal hereto affixed the day and year in this certificate above
written.
Dated:
Signature:
Notary Public in and for the State of Washington
Notary (print name)A\X\&4Q QL�i�
Residing at: S "Ack
Tuk-wila, George Long - First Amendment Page 24 of 26 April 3, 2025
Doetrsign Envelope ID: 81721179E-3B78-4737-904C'_94OF819231CD
EXHIBIT "A"
(TELECOM UTILITY EASEMENT LEGAL DESCRIPTION)
A 10 -FOOT -WIDE STRIP LYING OVER, UNDER AND ACROSS A PORTION OF THE STEPHEN
FOSTER DONATION CLAIM IN SECTION 14, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M.,
LYING EAST OF THE PUGET SOUND ELECTRIC RAILWAY RIGHT OF WAY (ABANDONED)
AND PARCEL 2 OF CITY OF TUKWILA BOUNDARY LINE ADJUSTMENT NO. 87-1-BLA,
RECORDED UNDER RECORDING 8703040636 (AKA LOTS I THROUGH 11, INCLUSIVE, BLOCK
9, HILLMAN'S SEATTLE GARDEN TRACTS, ACCORDING TO THE PLAT THEREOF RECORDED
1N VOLUME I I OF PLATS, PAGE 24, IN KING COUNTY, WASHINGTON) AND A 20 -1700T -WIDE
STRIP VACATED PER CITY OF TUKWILA, WASHINGTON ORDINANCE NO. 2683, UNDER
RECORDING NUMBER 20241223000998, RECORDS OF KING COUNTY, WASHINGTON ALL
LYING EASTERLY OF VACATED MAULS AVENUE, DESCRIBED AS FOLLOWS:
COMMENCING AT A FOUND 2" BRASS SURFACE DISK AT THE INTERSECTION OF 57TH
AVENUE SOUTH AND INTERURBAN AVENUE SOUTH;
THENCE SOUTH 43041'42" EAST ALONG THE MONUMENTED CENTERLINE OF SAID
INTERURBAN AVENUE SOUTH, 96.68 FEET;
THENCE NORTH 46018'18" EAST, 150.00 FEET TO EASTERLY MARGIN OF SAID VACATED
MAULE AVENUE; THENCE ALONG SAID EASTERLY MARGIN SOUTH 43°41'42" EAST, 60.00
FEET TO THE SOUTH LINE OF SAID VACATED 20 FOOT STRIP;
THENCE ALONG SAID SOUTH LINE NORTH 89056'45" EAST, 6.91 FEET TO THE POINT OF
BEGINNING OF THE CENTERLINE OF SAID 10 -FOOT -WIDE STRIP HAVING 5 FEET ON EACH
SIDE;
THENCE NORTH 43041'42" WEST, 172.99 FEET;
THENCE NORTH 00058'59" EAST, 73.16 FEET;
THENCE NORTH 11022'36" WEST, 40.83 FEET;
THENCE NORTH 01°02'51" EAST, 42.75 FEET;
THENCE NORTH 25039'39" WEST, 48.20 FEET;
THENCE NORTH 00001' l7" EAST, 26.22 FEET;
THENCE NORTH 84°02'37" EAST, 11.04 FEET TO THE WESTERLY FACE OF AN EXISTING
BUILDING AND THE TERMINUS OF THIS CENTERLINE..
(CONTAINING 4,125± SF)
22268 Telecom Esmt 04/25/2025
Tukwila, George Long - First Amendment Page 25 ot'26 April 3, 2025
Docusign Envelope ID: 81721 D9E-3B78-4737-904C-94OF819231 CD
— mo
16.0
—1EA.EYE 1sT 'Z"ITERLIT
k54*07'37'E 11.04'\
CK151"IN' NUAWL; OP bF TUKWILA
26 Z", (APN 000300-(.1049)
W51 9'31, "N
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48,20" CURRENT BOUNDARY I.JNE STEPHEN FOSTER DLC
/(NORTH LINE OF THE SOUTH 25 OF
STEPHEN FOSTER DLCj
STEPHEN FOSTER DLC
JOSEPH FOSTERDLC
—\—�-F�ROP-OSED NEW PROPERTY UNE
IIARCEL 2
87 -1 -SLA y I
--NM8'50'E 73.W fITY OF 'R1K'0Y1L4
Wn
1'49I'W 172,99'
Cj EL
top
AR,
GITY OF TUKMLA QTY OF TUKWILA
LOT 1 1.07 2
ELA 8.4-13 6LA 84-1.3
of A e.
60 x;,
M0kLdJEk1 — — — — — — —
GRFAT AMERCAN CASINO
(AFN 3JA6590- I, G35)
tolocom.d*ii 17=/Tirm4/25/242$ 11'04 Am V 1 HILLE
ISt,ALF: For.
�40PIZONTAL �SRXAL N/A I
IDF NUMBER
CITY OF
TUKWILA 1,22268
TELECOM UTILITY
EMEMENT
Tukwila, George Long - First Amendment Page 26 of 26 April 3, 2025
Docusign Envelope ID: A53ABC38-OFEE-427D-9708-OFD1181 EA1 OD
24-172
Council Approval 12/13/21
REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (`'Agreement") is made and
entered by and between the CITY OF TUKWILA, a municipal corporation (the "Seller") and
KING COUNTY, a home rule charter county and political subdivision of the State of Washington
(the "Buyer"). Seller and Buyer are also referred to herein individually as a "Party" or collectively
as "Parties." This Agreement shall be effective as of the date it has been executed by both Parties
(`'Effective Date").
RECITALS
A. Seller is the owner of that certain real property located at 14000 Interurban Avenue
South, Tukwila, King County, State of Washington, the legal description of which is attached
hereto as EXHIBIT A (the "Real Property").
B. Seller desires to sell the Real Property and Buyer desires to purchase the Real
Property.
AGREEMENT
Now, THEREFORE, in consideration of the promises and mutual covenants contained
herein, and other valuable consideration, receipt and sufficiency of which are hereby
acknowledged, the Parties hereto covenant and agree as follows:
ARTICLE 1.
PURCHASE AND TRANSFER OF ASSETS
1.1. PROPERTY To BE SOLD. Seller shall sell and convey to Buyer on the Closing Date
(as hereinafter defined) and Buyer shall buy and accept from Seller on the Closing Date the
following assets and properties:
1.1.1. all of Seller's right, title and interest in the Real Property as legally
described in EXHIBIT A;
1.1.2. all of Seller's right, title and interest in improvements and structures located
on the Real Property, if any;
1.1.3. all of Seller's right, title and interest in and to tangible personal property, if
any, owned by the Seller and attached, appurtenant to or used in connection with the Real Property
("Personal Property") that is Seller elects to leave on the Real Property at closing under Section
5.4 of this Agreement, provided that all mechanical equipment, debris, and operating supplies,
shall be removed by Seller prior to Closing, as more fully described in Section 5.4 of this
Agreement;
King County / Tukwila PSA Page 1 of 21
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Docusign Envelope ID: A53ABC38-OFEE-427D-9708-OFD1181 EA1 OD
1.1.4. all of Seller's easements and other rights that are appurtenant to the Real
Property including but not limited to, Seller's reversionary rights, if any, as an abutting owner, in
the streets, alleys or other public ways adjacent to the Real Property upon vacation of the same,
sewers and service drainage easements, rights of connection to the sewers, rights of ingress and
egress, licenses, government approvals and permits affecting the Real Property, and all Seller's
right, title and interest in and to any plans, drawings, surveys, and warranty right related to the
Real Property. Notwithstanding the foregoing, Seller has not agreed to sell, and Buyer has not
agreed to buy and accept, those certain easements granted to Seller for water pipes, water mains,
water lines, and appurtenances recorded under King County Recording Nos. 2638924, 2638927,
and 5762183, and which Buyer has agreed to take title to the Property subject to.
Hereinafter, the items listed in Section 1.1 are collectively referred to as the "Property."
ARTICLE 2.
PURCHASE PRICE
2.1. PURCHASE PRICE AND PAYMENT. In consideration of the conveyance of the
Property, Buyer shall, in full payment therefore, pay in cash to Seller on the Closing Date a total
purchase price of Four Million, Seven Hundred Thousand Dollars and No/100 (US $4,700,000)
(the "Purchase Price"), which may be adjusted pursuant to Section 2.2 of this Agreement.
2.2. PURCHASE PRICE ADJUSTIVIENT. The Parties agree that the Purchase Price may be
adjusted pursuant to the terms of this Section 2.2. The Parties agree any price adjustments shall be
memorialized in an addendum to this Agreement prior to Closing.
2.2.1. PURCHASE PRICE ADJUSTIVTENT FOR NORTHERLY LOT LINE
DISCREPANCY. Upon Seller's completion of a boundary line adjustment pursuant to Section 5.3
of this Agreement, Buyer and Seller agree to adjust the Purchase Price at a rate of $29.46 per
square foot of property excluded from the sale as a result of the boundary line adjustment.
2.3. ALLOCATION OF PURCHASE PRICE. Seller and Buyer agree that the entire
Purchase Price is allocable to the Real Property and that the value of the Personal Property, if any,
is de minimis.
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF THE PARTIES AND
CONDITION OF PROPERTY
3.1. WARRANTIES AND REPRESENTATIONS OF SELLER. As used in this Agreement,
Seller's actual knowledge means facts or circumstances actually known to Brandon Miles,
Director, Strategic Initiatives and Government Relations, without any duty on his part to perform
any investigation or make any inquiries. Seller's actual knowledge does not include any knowledge
that may be imputed to Seller by law. In no event shall Brandon Miles have any personal liability
for the knowledge or obligations of Seller under the Agreement, including the representations and
King County / Tukwila PSA Page 2 of 21
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Docusign Envelope ID: A53ABC38-OFEE-427D-9708-OFD1181 EA1 OD
warranties to be made under this Section. As of the date hereof and as of the Closing Date, Seller
represents and warrants as follows:
3.1.1. ORGANIZATION. The Seller is a municipal corporation duly organized,
validly existing and in good standing under the laws of the State of Washington. Seller has all
requisite corporate power and authority to carry on its business as it is now being conducted in the
place where such businesses are now conducted.
3.1.2. EXECUTION, DELIVERY AND PERFORMANCE OF AGREEMENT,
AUTHORITY. The execution, delivery and performance of this Agreement by Seller (i) is within
the powers of Seller as a municipal corporation, and (ii) has been or will be on or before the Closing
Date, duly authorized by all necessary action of the Seller's governing authority. This Agreement
constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance
with the terms herein.
3.1.3. NO BROKER. No broker, finder, agent or similar intermediary has acted
for or on behalf of Seller in connection with this Agreement or the transactions contemplated
hereby, and no other broker, finder, agent or similar intermediary is entitled to any broker's,
finder's or similar fee or commission in connection with this Agreement based on an agreement,
arrangement or understanding to act for or on behalf of Seller.
3.1.4. No LITIGATION. There is no pending, or to Seller's actual knowledge,
threatened claim, lawsuit, litigation, arbitration, investigation or other proceeding pertaining to the
Property or any part thereof. There is no pending or, to the best of Seller's knowledge, threatened
condemnation or similar proceeding pertaining to the Property or any part thereof.
3.1.5. No VIOLATIONS. No governmental entity with jurisdiction or other
person or entity has asserted, or to Seller's actual knowledge, has threatened to assert that the
Property or any part thereof is in violation of any applicable legal requirement. Seller has all
certificates of occupancy, permits, and other governmental consents necessary to own and operate
the Property for its current use.
3.1.6. CONDITION OF PROPERTY. Seller has provided Buyer with a Limited
Phase Two Environmental Site Assessment ("ESA") prepared by PBS Engineering and
Environmental and dated August 2007, which discloses the presence of certain contamination on
the Real Property, and a Groundwater Monitoring Report ("GWM") prepared by Kane
Environmental Inc. and dated November 2023. Other than the information contained in the ESA
and GWM, Seller has no actual knowledge of (i) any generation, treatment, storage, transfer,
disposal, or release of Hazardous Substances on, in, under or emanating from the Property; and
(ii) underground storage tanks located on the Property or that have been removed from the
Property. As used in this Agreement, Seller's actual knowledge means facts or circumstances
actually known to Brandon Miles, Director, Strategic Initiatives and Government Relations,
without any duty on his part to perform any investigation or make any inquiries. Seller's actual
knowledge does not include any knowledge that may be imputed to Seller by law. In no event shall
Brandon Miles have any personal liability for the knowledge or obligations of Seller under the
Agreement, including the representations and warranties to be made under this Section.
King County / Tukwila PSA Page 3 of 21
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Docusign Envelope ID: A53ABC38-OFEE-427D-9708-OFD1181 EA10D
3.1.7. No CONTRACTS. Except for the Permitted Exceptions (defined below),
there are no contracts, agreements or other arrangements under which Seller is obligated to sell,
exchange, transfer, lease, rent or allow the use of the Property or any part thereof now or in the
future, or under which any person or entity has the right to possess or occupy the Property or any
part thereof now or in the future.
3.1.8. FULL DISCLOSURE. No representation or warranty by Seller in this
Agreement or in any instrument, certificate or statement furnished to Buyer pursuant hereto, or in
connection with the transactions contemplated hereby, contains or will contain any untrue
statement of a material fact or fails to state a material fact which is necessary to make the
statements set forth therein not false or misleading. The books, records, leases, agreements and
other items to be delivered to Buyer pursuant to this Agreement will comprise all material
documents in Seller's possession or control regarding the operation and condition of the Property.
3.1.9. FUTURE AGREEMENTS. From and after the Effective Date unless this
Agreement is terminated in accordance with its terms, Seller shall not without the prior written
consent of Buyer:
(a) enter into any agreement, contract, commitment, lease or other
transaction that affects the Property in any way; or
(b) except as provided in Section 5.3 of this Agreement, sell, dispose of
or encumber any portion of the Property.
3.1.10. MAINTENANCE OF PROPERTY. Seller shall continue to maintain the
Property in its current condition, normal wear and tear excepted, and in compliance with all
applicable laws and to pay all costs of the Property between the Effective Date and Closing. Seller
shall continue its participation in the Washington Cities Insurance Association (WCIA) pool
between the Effective Date and Closing. Seller will provide proof of membership in WCIA to the
Buyer within five (5) business days of the Effective Date.
3.1.11. ENCROACHMENTS. Seller shall make reasonable efforts to resolve all
encroachments on the Property that are known to Seller, if any, to the satisfaction of Buyer and at
Seller's sole expense prior to Closing. If, however, Seller determines, in its reasonable discretion,
that the encroachment cannot be removed through the exercise of reasonable efforts, Seller may
notify Buyer of this determination in writing. After receipt of such notice, Buyer may, at Buyer's
option, elect to either (a) terminate this Agreement and Buyer's purchase of the Property; (b) seek
resolution of the encroachments by Seller through a boundary line adjustment or easement, or (c)
agree to take subject to the encroachment and proceed to Closing. Buyer shall have fifteen (15)
calendar days from the date Seller's notice is received to notify Seller of Buyer's election. If Buyer
fails to notify Seller of Buyer's election to terminate this Agreement within the fifteen (15) day
period, Buyer shall be deemed to have waived any objection to the encroachment and to have
agreed to take subject to the encroachment.
3.1.12. FOREIGN PERSON. Seller is not a foreign person and is a `'United States Person"
as such term is defined in Section 7701 (a) (30) of the Internal Revenue Code of 1986, as amended
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and shall deliver to Buyer prior to the Closing an affidavit, as set forth in EXHIBIT D, evidencing
such fact, and such other documents as may be required under the Code.
3.1.13. NO OTHER WARRANTIES. Except as expressly provided in this Section,
Seller makes no other warranties or representations as to the Property, including its condition or
its fitness for Buyer's use. Buyer will be purchasing the property AS -IS, with no warranties or
representations not expressly set forth in this Agreement. Buyer acknowledges that it will be
relying solely upon its own due diligence to determine the condition of the Property, the presence
or absence of Hazardous Substances on the Property, and the fitness of the Property for Buyer's
use. Buyer agrees it will not be relying on any representations of Seller, express or implied, except
those specifically set forth in this Section.
3.2. REPRESENTATIONS AND WARRANTIES OF BUYER. As of the date hereof and as of
the Closing Date, Buyer represents and warrants as follows:
3.2.1. ORGANIZATION. Buyer is a home rule charter county and political
subdivision of the State of Washington, duly organized, validly existing and in good standing
under the laws of the State of Washington.
3.2.2. EXECUTION, DELIVERY AND PERFORMANCE OF AGREEMENT,
AUTHORITY. The execution, delivery and performance of this Agreement by Buyer is within the
powers of Buyer as a political subdivision of the State of Washington, and has been or will be on
or before the Closing Date, duly authorized by all necessary action of the Buyer's governing
authority. This Agreement constitutes the legal, valid and binding obligation of Buyer enforceable
against Buyer in accordance with the terms hereof.
3.2.3. NO BROKER. No broker, finder, agent or similar intermediary has acted
for or on behalf of Buyer in connection with this Agreement or the transactions contemplated
hereby, and no other broker, finder, agent or similar intermediary is entitled to any broker's,
finder's or similar fee or commission in connection with this Agreement based on an agreement,
arrangement or understanding to act for or on behalf of Buyer.
3.2.4. CONDITION OF PROPERTY. Buyer acknowledges that, within the Due
Diligence Period, it will have conducted a physical inspection and made all investigations Buyer
deems necessary in connection with its purchase of the Property. Buyer had a Limited Phase II
Environmental Site Assessment of the Property completed by Kane Environmental, Inc. dated
October 11, 2022, and a Supplemental Phase II Environmental Site Assessment completed by
Kane Environmental, Inc., dated June 19, 2024. Buyer is therefore knowledgeable about any
environmental and hazardous waste conditions on the Property and accepts such conditions by
entering into this Agreement. Upon waiver or satisfaction by Buyer of its contingencies pursuant
to Article 5, and except to the extent of Seller's representations and warranties in Section 3.1,
Buyer will be deemed to have approved the physical condition of the Property and agrees to accept
and purchase the Property "AS IS, WHERE IS", including, without limitation, the existence or
non-existence of Hazardous Substances on, in, under or emanating from the Property. For the
purposes of this Agreement, the term "Hazardous Substance" shall mean: any waste, pollutant,
contaminant, or other material that now or in the future becomes regulated or defined under any
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Environmental Lave, and the term "Environmental Law" shall mean: any federal, state or local
statute, regulation, code, rule, ordinance, order , judgment, decree, injunction or common law
pertaining in any way to the protection of human health, safety, or the environment, including
without limitation, the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, 42 U.S.C. § 9602 et. seq. ("CERCLA"); the Resource Conservation and Recovery Act of
1976, 42 U.S.C. § 6901 et seq. ("RCRA"); the Washington State Model Toxics Control Act, RCW
ch. 70A.305 ("MTCA"); the Washington Hazardous Waste Management Act, RCW ch. 70A.300;
the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the Washington Water Pollution
Control Act, RCW ch. 90.48, and any laws concerning above ground or underground storage tanks.
Nothing herein shall be deemed or construed to constitute a waiver by Buyer of any right of
contribution under any Environmental Law from any person, firm, corporation, or entity other than
Seller.
3.3. Risu of Loss. Until the Closing, the risk of loss relating to the Property shall rest
with the Seller. Risk of Loss shall be deemed to include any property damage occurring as a result
of an "Act of God," including, but not limited to, fire, earthquakes, tremors, wind, rain or other
natural occurrences (`Casualty"). If the Property is destroyed or damaged by Casualty prior to
Closing Buyer may terminate this Agreement, or alternatively, Buyer may elect to proceed with
Closing at the Purchase Price set forth in Section 2.1, in which case Seller shall assign to Buyer
all claims and right to proceeds under the Property Insurance Policy and shall credit to Buyer at
Closing the amount of any deductible provided for in the Property Insurance Policy. Buyer shall
make its election under this Section 3.3 by written notice to Seller within fifteen (15) business days
from Buyer learning of a Casualty and the Closing Date will be extended for the period of time
necessary to allow Buyer to make its election.
ARTICLE 4.
TITLE MATTERS
4.1. CONVEYANCE. Seller shall convey to Buyer the title to the Property by Bargain
and Sale Deed in substantially the form attached hereto as EXHIBIT B, subject only to the Permitted
Exceptions (as defined below), the limitations on warranties inherent in a bargain and sale deed,
the lien of current real property taxes, fees and/or charges not yet due and payable, rights reserved
in federal patents or state deeds, and building or use restrictions general to the governing
jurisdiction.
4.2. TITLE CoINTMITMENT. Buyer has obtained preliminary commitments for an
owner's standard coverage policy of title insurance (the "Title Commitment") number 200625 -SC
issued by Chicago Title Company of Washington (the "Title Company") and dated May 12, 2022,
describing the Property, listing Buyer as the prospective named insured and showing as the policy
amount the total Purchase Price for the Property. At such time as the Title Company caused the
Title Commitments to be furnished to Buyer, the Title Company further caused to be furnished to
Buyer legible copies of all instruments referred to in the Title Commitment as restrictions or
exceptions to title to the Property.
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4.3. REVIEW OF TITLE COMMITMENT. Buyer has reviewed any matters shown or
referred to in the Title Commitments. Buyer hereby notifies Seller that Items 2, 7, 8, 11, 12, 13,
14, 16, 18, 19, 20, 21, 22 (Paid Current), 23 (Paid Current), 24 (Paid Current), 25 (Paid Current),
26 (Paid Current) and 27 (Paid Current), of Schedule B -II on Commitment 200625 -SC (May 12,
2022) are hereby deemed to be permitted exceptions ("Permitted Exceptions"). Seller
acknowledges that Buyer may elect to update the Title Commitments at Buyer's discretion, and
Seller agrees that any new or different exceptions or other items that are set forth in any updated
Title Commitments shall not be deemed Permitted Exceptions except and unless Buyer notifies
Seller in writing that they are Permitted Exceptions. Seller agrees to make reasonable efforts to
remove any exceptions that are not Permitted Exceptions prior to Closing.
4.4. OWNER'S TITLE INSURANCE POLICY. At the Closing, Seller shall cause an
owner's policy of standard coverage title insurance to be issued by the Title Company in the full
amount of the purchase price, effective as of the Closing Date, insuring Buyer that the fee simple
title to the Property is vested in Buyer, subject only to the Permitted Exceptions, the lien of current
real property taxes, fees and/or charges not yet due and payable, rights reserved in federal patents
or state deeds, and building or use restrictions general to the governing jurisdiction ("Title
Policy"). The obligation of Buyer to provide the Title Policy called for herein shall be satisfied if,
at the Closing, the Title Company has given a binding commitment, in a form reasonably
satisfactory to Buyer, to issue the policy in the form required by this Section. Seller shall pay any
sum owing to the Title Company for the preliminary and binding Title Commitments and the
premium for the Title Policy. If Buyer desires an extended coverage title insurance policy or any
special endorsement not contained in a standard coverage policy, Seller agrees to request the same
from the Title Company, provided, that Buyer shall be responsible for paying any difference in
premiums between a standard coverage policy and an extended coverage policy or a policy with
Buyer's requested endorsement(s).
ARTICLE 5.
CONTINGENCIES
5.1. DUE DILIGENCE INSPECTION AND FEASIBILITY.
5.1.1. DUE DILIGENCE CONTINGENCY. Buyer shall satisfy itself by investigation
and inspection, at its cost and expense in its sole and absolute discretion, that the condition of the
Property for Buyer's contemplated use meets with its approval ("Due Diligence Contingency"). If
Buyer is not satisfied with the condition of the Property, Buyer may terminate this Agreement by
delivering written notice of termination to Seller within sixty (60) calendar days of the Effective
Date ("Due Diligence Period"). In such event this Agreement shall terminate and the Parties shall
have no further obligations hereunder. If Buyer fails to deliver written notice of termination to
Seller within sixty (60) calendar days, Buyer's Due Diligence Contingency shall be deemed
waived.
5.1.2. DUE DILIGENCE MATERIALS. Seller shall provide all documents and
materials related to the Property reasonably requested by Buyer ("Due Diligence Materials").
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Seller shall not be required to create or obtain any new documents and shall be required only to
provide such documents as Seller may have in its current possession. Seller shall deliver to Buyer
copies of Due Diligence Materials related to the Property within five (5) business days of receiving
a written request for such materials from Buyer. In addition, within five (5) business days of the
Effective Date Seller will deliver to Buyer copies of the following Due Diligence Materials, if in
existence and in Seller's current possession:
(a) Current vendor or service contracts, if any;
(b) Reports of repairs for the last 5 years, if any;
(c) Existing surveys, title materials, engineering and environmental studies and
any other existing studies and reports; and
(d) Original building plans, site improvement plans, and as-builts; and
(e) All material documents regarding the operation and condition of the
Property.
Seller has no actual knowledge that any of the Due Diligence Materials contain inaccurate
information or that any of the Due Diligence Materials are incomplete. As used herein `'actual
knowledge" of the Seller means the actual knowledge of facts or circumstances actually known to
Brandon Miles, Director, Strategic Initiatives and Business Relations, without any duty on his part
to perform any investigation or make any inquiries. Seller's actual knowledge does not include
any knowledge that may be imputed to Seller by law. In no event shall Brandon Miles have any
personal liability for the knowledge or obligations of Seller under the Agreement, including the
representations and warranties to be made under this Section without any duty of inquiry. Seller
makes no other representations or warranties of any kind whatsoever to Buyer as to the accuracy
or completeness of the content of the Due Diligence Materials or any other information delivered
to or made available to Buyer pursuant to this Agreement, and beyond this specific representation,
Seller shall not have any liability or responsibility to Buyer with respect to the accuracy or
completeness of any of the Due Diligence Materials or other information or based upon or arising
out of any use Buyer may make of the Due Diligence Materials or other information.
5.2 UNNAMED RIGHT OF WAY VACATION. Prior to Closing, Seller shall complete the process
to formally vacate the unnamed, unused right of way running east to west, southerly adjacent to
tax parcel number 3365900925. Seller shall be solely responsible for the cost and facilitation of
the right of way vacation, including any required surveys.
5.3 NORTHERLY LOT LINE DISCREPANCY. Prior to Closing, Seller shall resolve Special
Exception Item 29 of Schedule B -II Commitment 200625 -SC (May 12, 2022) (the "Lot Line
Discrepancy"). This Lot Line Discrepancy creates an area of overlap between King County tax
parcel number 000300-0049, which Seller is retaining, and King County tax parcel number
336590-0925, which is to be conveyed to Buyer pursuant to this Agreement. Buyer and Seller
agree that such Lot Line Discrepancy shall be resolved by the completion of a boundary line
adjustment at Seller's sole expense and facilitation, and that the Purchase Price will be adjusted
pursuant to Section 2.2.1 of this Agreement. Seller shall allow Buyer the opportunity to review the
location of the new boundary line prior to finalization.
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5.4 DEBRIS AND PERSONAL PROPERTY. Prior to Closing, Seller will remove all debris and
personal property located outside of the building on the Property (if any). Inside the building,
Seller shall remove all debris and all operating supplies, such as lubricants and tires. At any time
prior to Closing, Seller may, but shall not be obligated to, remove any other fixtures and equipment
from the Property, so long as the removal of such items does not compromise the structural
integrity of the building. Any fixtures and equipment that are not removed by Seller prior to
closing shall become the property of Buyer and may be removed or disposed of at Buyer's expense.
Buyer shall be entitled to a final inspection of the Property prior Closing in order to determine
whether the condition of the Property complies with the terms of this Section 5.3.
ARTICLE 6.
COVENANTS OF SELLER PENDING CLOSING
6.1. CONDUCT, NOTICE OF CHANGE. Seller covenants that between the Effective Date
and the Closing Seller shall take all such actions as may be necessary to assure that the
representations and warranties set forth in Section 3.1 hereof will be true and complete as of the
Closing (except such representations, warranties and matters which relate solely to an earlier date),
and all covenants of Seller set forth in this Agreement which are required to be performed by it at
or prior to the Closing shall have been performed at or prior to the Closing as provided for in this
Agreement. Seller shall give Buyer prompt written notice of any material change in any of the
information contained in the representations and warranties made in Article 3 or elsewhere in this
Agreement which occurs prior to the Closing.
6.2 EXCLUSIVITY. Between the Effective Date and the Closing or earlier termination
of this Agreement, Seller shall not market the Property, make or accept any offers to sell, refinance,
or recapitalize the Property, or otherwise solicit any offers to purchase, or enter into any agreement
for the sale, refinancing or recapitalization of the Property.
ARTICLE 7.
COVENANTS OF BUYER PENDING CLOSING
7.1. CONDUCT, NOTICE OF CHANGE. Buyer covenants that between the Effective Date
and the Closing Buyer shall take all such actions as may be necessary to assure that the
representations and warranties set forth in Section 3.2 hereof will be true and complete as of the
Closing (except such representations, warranties and matters which relate solely to an earlier date),
and that all covenants of Buyer set forth in this Agreement which are required to be performed by
it at or prior to the Closing shall have been performed at or prior to the Closing as provided in this
Agreement. Buyer shall give Seller prompt written notice of any material change in any of the
information contained in the representations and warranties made in Article 3 or elsewhere in this
Agreement which occurs prior to the Closing.
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ARTICLE 8.
CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS
All obligations of Buyer to close on the Closing Date are subject to the fulfillment of each
of the following conditions at or prior to the Closing, and Seller shall exert its best efforts to cause
each such condition to be fulfilled:
8.1. DELIVERY OF DOCUMENTS. Seller shall have delivered to Buyer at or prior to the
Closing all documents required by the terms of this Agreement to be delivered to Buyer.
8.2. OBLIGATIONS. All obligations required by the terms of this Agreement to be
performed by Seller at or before the Closing shall have been properly performed in all material
respects.
8.3. TITLE. Seller shall have cured any exceptions to title to which Buyer objected
within the Review Period in Section 4.3 and to which Seller agreed to remove or resolve under
Sections 4.3 and 5. 1, and the Title Company shall be irrevocably committed to issue the Title
Policy as required by Section 4.4 of this Agreement.
8.4. CONDEMNATION. No portion of the Property shall have been taken or damaged by
any public or quasi -public body, and Seller shall not have transferred any portion of the Property
to any such body in lieu of condemnation.
ARTICLE 9.
CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS
All obligations of Seller to close on the Closing Date are subject to the fulfillment of each
of the following conditions at or prior to the Closing, and Buyer shall exert its best efforts to cause
each such condition to be so fulfilled:
9.1. DELIVERY OF DOCUMENTS. Buyer shall have delivered to Seller at or prior to
Closing all documents required by the terms of this Agreement to be delivered to Seller.
9.2. OBLIGATIONS. All obligations required by the terms of this Agreement to be
performed by Buyer at or before the Closing shall have been properly performed in all material
respects.
ARTICLE 10.
CLOSING
10.1. CLOSING/CLOSING DATE. The Closing shall take place within Five (5) business
days following the removal of all the contingencies in Article 5 of this Agreement and successful
completion of a final inspection by Buyer in accordance with Section 5.1.7 to confirm Seller has
fully vacated the Property. On or before the Effective Date, the Parties shall set up an escrow
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account with the Escrow Agent. The Escrow Agent shall serve as closing agent for the transaction
contemplated herein and Closing shall occur in the offices of the Escrow Agent at Chicago Title
Company of Washington, 701 Fifth Avenue, Suite 2700, Seattle, Washington.
10.2. PRORATIONS AND MONETARY LIENS.
10.2.1. Prorations. Real property taxes and assessments shall be prorated as of the
Closing Date. Seller shall pay: (i) the premium for 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. Buyer shall pay: (i) the cost of recording the Deed; (ii) the
difference between the premium for a standard coverage owner's Title Policy in the amount of the
Purchase Price and the premium for any enhanced or extended coverage policy or any special
endorsements, if enhanced or extended coverage or special endorsements are requested by Buyer;
(iii) one-half of any escrow fees of the Escrow Agent; and (iv) all other costs and expenses
allocated to Buyer pursuant to the terms of this Agreement. Except as otherwise provided in this
Section 10.2, all other expenses hereunder shall be paid by the Party incurring such expenses,
including attorney fees.
10.2.2. Taxes. Buyer is exempt by law from the payment of real property ad
valorem taxes, LIDS and assessments ("Taxes") on the Property. Seller is also exempt from the
payment of such Taxes, but remains liable for the payment of any Taxes for which Seller is liable
up to the Closing Date and any payments of Taxes for which Seller is liable and which are unpaid
on the Closing Date will be paid from Seller's proceeds by the Escrow Agent on the Closing Date.
10.2.3. Monetary Liens. Except as otherwise expressly provided to the contrary
in this Agreement, Seller shall pay or cause to be satisfied at or before Closing all monetary liens
on or with respect to all or any portion of the Property. If Seller fails to satisfy said liens, the
Purchase Price shall be reduced by the amounts due to satisfy and discharge the liens.
10.3. SELLER'S DELIVERY OF DOCUMENTS AT CLOSING. At the Closing, Seller will
deliver to Buyer via escrow with the Escrow Agent the following properly executed documents:
10.3.1. A bargain and sale deed conveying the Property substantially in the form of
EXHIBIT B attached hereto;
10.3.2. A seller's certificate of non -foreign status substantially in the form of
EXHIBIT D, attached hereto.
10.4. BUYER'S DELIVERY OF PURCHASE PRICE AT CLOSING. At the Closing, Buyer will
deliver to Seller via escrow with the Escrow Agent cash or immediately available funds in the
amount of the Purchase Price.
ARTICLE 11.
MISCELLANEOUS PROVISIONS
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11.1. NON -MERGER. Each statement, representation, warranty, indemnity, covenant,
agreement and provision in this Agreement shall not merge in, but shall survive the Closing of the
transaction contemplated by this Agreement unless a different time period is expressly provided
for in this Agreement.
11.2. DEFAULT AND ATTORNEYS' FEES.
11.2.1. 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.
11.2.2. 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, Buyer shall not
be required to prove or establish that Buyer does not have an adequate remedy at law. Seller
hereby waives the requirement of any such proof and acknowledges that Buyer would not have an
adequate remedy at law for Seller's breach of this Agreement.
11.2.3. ATTORNEY'S FEES. In any action to enforce this Agreement, each Party
shall bear its own attorney's fees and costs.
11.3. TIME.
11.3.1. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this
Agreement.
11.3.2. COMPUTATION OF TIME. Any reference to "day" in this Agreement shall
refer to a calendar day, which is every day of the year. Any reference to business day in this
Agreement shall mean any calendar day that is not a "Legal Holiday." A Legal Holiday under this
Agreement is a Saturday, Sunday or legal holiday as defined in RCW 1.16.050. Any period of
time in this Agreement shall mean Pacific Time and shall begin the calendar day or business day,
as the case may be, after the event starting the period and shall expire at 5:00 p.m. of the last
calendar day or business day, as the case may be, of the specified period of time, unless with regard
to calendar days the last day is a Legal Holiday, in which case the specified period of time shall
expire on the next day that is not a Legal Holiday.
11.4. NOTICES. Any and all notices or other communications required or permitted to be
given under any of the provisions of this Agreement shall be in writing and shall be deemed to
have been duly given upon receipt when personally delivered or sent by overnight courier. All
notices shall be addressed to the Parties at the addresses set forth below or at such other addresses
as a Party may specify by notice to the other Party and given as provided herein:
If to Buyer: King County DNRP
Attn: Lori King, Real Property Agent
201 South Jackson Street, Suite 5600
Seattle, WA 98104
lori.king(a_),kingcou !y og_v
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If to Seller: City of Tukwila
Attn: Brandon Miles, Business Relations Manager
6200 Southcenter Blvd.
Tukwila, WA 98188
brandon.miles(tTukwilaWA. oovv
11.5. ENTIRE AGREEMENT AND AMENDMENT. This writing (including the Exhibits
attached hereto) constitutes the entire agreement of the Parties with respect to the subject matter
hereof and may not be modified or amended except by a written agreement specifically referring
to this Agreement and signed by all Parties.
11.6. SEVERABILITY. In the event any portion of this Agreement shall be found to be
invalid by any court of competent jurisdiction, then such holding shall not impact or affect the
remaining provisions of this Agreement unless that court of competent jurisdiction rules that the
principal purpose and intent of this contract should and/or must be defeated, invalidated or voided.
11.7. WAIVER. No waiver of any breach or default hereunder shall be considered valid
unless in writing and signed by the Party giving such waiver and no such waiver shall be deemed
a waiver of any prior or subsequent breach or default.
11.8. BINDING EFFECT. Subject to Section 11.14 below, this Agreement shall be
binding upon and inure to the benefit of each Party, its successors and assigns.
11.9. LEGAL RELATIONSHIP. The Parties to this Agreement execute and implement this
Agreement solely as Seller and Buyer. No partnership, joint venture or joint undertaking shall be
construed from this Agreement.
11.10. CAPTIONS. The captions of any articles, paragraphs or sections contained herein
are for purposes of convenience only and are not intended to define or limit the contents of said
articles, paragraphs or sections.
11.11. COOPERATION. Prior to and after Closing the Parties shall cooperate, shall take
such further action and shall execute and deliver further documents as may be reasonably requested
by the other Party in order to carry out the provisions and purposes of this Agreement.
11.12. GOVERNING LAW AND VENUE. This Agreement and all amendments hereto shall
be governed by and construed in accordance with the laws of the State of Washington applicable
to contracts made and to be performed therein, without giving effect to its conflicts of law rules or
choice of law provisions. In the event that either Party shall bring a lawsuit related to or arising
out of this Agreement, the Superior Court of King County, Washington shall have exclusive
jurisdiction and venue.
11.13. No THIRD PARTY BENEFICIARIES. This Agreement is made only to and for the
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benefit of the Parties and shall not create any rights in any other person or entity.
11.14. ASSIGNMENT. Buyer shall not assign this Agreement or any rights hereunder
without Seller's prior written consent.
11.15. NEGOTIATION AND CONSTRUCTION. This Agreement and each of its terms and
provisions are deemed to have been explicitly negotiated between the Patties, and shall not be
construed as if it has been prepared by one of the Parties, but rather as if both Parties had jointly
prepared it. The language in all parts of this Agreement will, in all cases, be construed according
to its fair meaning and not strictly for or against either Party. The Parties acknowledge and
represent, as an express term of this Agreement, that they have had the opportunity to obtain and
utilize legal review of the terms and conditions outlined in this Agreement. Each Party shall be
and is separately responsible for payment of any legal services rendered on their behalf regarding
legal review of this Agreement.
11.16. COUNTERPARTS. To facilitate execution, this Agreement may be executed in as
many counterparts as may be convenient or required. It shall not be necessary that the signature
of, or on behalf of, each Party, or that the signature of all persons required to bind any Party,
appear on each counterpart. All counterparts shall collectively constitute a single instrument. It
shall not be necessary in making proof of this Agreement to produce or account for more than a
single counterpart containing the respective signatures of, or on behalf of, each Party hereto.
Any signature page to any counterpart may be detached from such counterpart without impairing
the legal effect of the signatures thereon and thereafter may be attached to another counterpart
identical thereto except having attached to it additional signature pages.
11.17. EXHIBITS. The following exhibits described herein and attached hereto are fully
incorporated into this Agreement by this reference:
EXHIBIT A Legal Description
EXHIBIT B Bargain and Sale Deed
EXHIBIT C Certificate of Non -Foreign Status
[SIGNATURES ON THE NEXT PAGE]
King County / Tukwila PSA Page 14 of 21
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EXECUTED on the dates set forth below.
SELLER: CITY OF TUKWILA BUYER: KING COUNTY
NSig-d by: Signed by:
B t6wtas /U. ui 9W BC—E594DFE99DB24F6...
Name: Name:
Thomas McLeod Maurin MCBroom
Title: Mayor
Date: 11/13/2024 1 4:56 PM PST
ATTEST
Signed by
By• 9BOC4B9 4B�fe4E®
Tukwila City Clerk
APPROVED AS TO FORM:
Signed by:
By:
Tukwila City Attorney
Title: Deputy Director, DNRP
Date: 11/18/2024
APPROVED AS TO FORM:
Signed by:
---OFUA83C43D24E9...
Senior Deputy Prosecuting Attorney
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EXHIBIT A.
LEGAL DESCRIPTION
(To be revised, as necessary, in conformance with Sections 5.2 and 5.3)
Parcel A:
Lots 1 through 11, inclusive, Block 9, Hillman's Seattle Garden Tracts, according to the plat thereof
recorded in Volume 11 of Plats, Page 24, in King County, Washington;
TOGETHER WITH that portion of vacated Edward[s] Avenue adjoining on the North, as vacated by
City of Tukwila Ordinance No. 101, recorded under recording no. 1744414;
EXCEPT the South 20 feet of Lots 5 through 11, inclusive, conveyed to the Town of Tukwila for street
purposes by instrument recorded under recording no. 1996562; and
EXCEPT any portion of said Lot 4 lying within the South 140th Street right of way;
(Also known as a portion of Parcel 2 of City of Tukwila Boundary Line Adjustment No. 87-1-BLA,
recorded under recording no. 8703040636).
Parcel B:
That portion of Lots 19 and 20, Block 9, Hillman's Seattle Garden Tracts, according to the plat thereof
recorded in Volume 11 of Plats, Page 24, in King County, Washington, lying Westerly of the following
described line:
Beginning at a point on the South line of said Lot 20 which lies 150 feet East of the Southwest corner
thereof;
Thence at right angles, North a distance of 80 feet to the North line of said Lot 19 and the terminus of
this line;
(Also known as Lot 1 of City of Tukwila Short Plat No. 84-13-BLA, recorded under recording no.
8406040817).
Parcel C:
Lot 2, City of Tukwila Short Plat No. 84-13-BLA, recorded under recording no. 8406040817, in King
County, Washington;
EXCEPT that portion thereof, if any, lying East of the following described line:
Beginning at a point on the North line of Lot 19, Block 9, Hillman's Seattle Garden Tracts, according to
the plat thereof recorded in Volume l I of Plats, Page 24, in King County, Washington, which is 346.39
feet East of the Northwest corner of said Lot 19 and running thence South to a point on the South line of
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EXHIBIT A.
LEGAL DESCRIPTION — CONT'D
Lot 20, Block 9 of said plat which is 283.50 feet East of the Southwest corner of said Lot 20 and the
terminus of said line.
Parcel D:
Lots 12 through 17, inclusive, Block 9, Hillman's Seattle Garden Tracts, according to the plat thereof
recorded in Volume 11 of Plats, Page 24, in King County, Washington;
TOGETHER WITH that portion of vacated Edward[s] Avenue adjoining on the North, as vacated by
City of Tukwila Ordinance No. 101, recorded under recording no. 1744414;
EXCEPT the South 20 feet of said Lots 12 through 17, inclusive, conveyed to the Town of Tukwila for
street purposes by instruments recorded under recording nos. 1996563 and 1996564.
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EXHIBIT B.
BARGAIN AND SALE DEED
AFTER RECORDING RETURN TO:
KING COUNTY
201 South Jackson Street, Suite 5600
Seattle, WA 98104
ATTN:ROBERTJACKSON
BARGAIN AND SALE DEED
Grantor King County, Washington
Grantee City of Tukwila, Washington
Legal
Tax Acct. 336590-0925, 336590-0975, 336590-1015, 336590-1016
The Grantor, City of Tukwila, a municipal corporation of the State of Washington, for and in
consideration of Ten Dollars ($10.00) and other good and valuable consideration in hand paid, does
hereby bargain, sell, and convey unto the Grantee, King County, a home rule charter county and
political subdivision of the State of Washington, the above -referenced real property situated in King
County, Washington and described in EXHIBIT A, attached hereto and incorporated herein by this
reference, subject to the permitted exceptions set forth in EXHIBIT B.
The following conditions and restrictions shall apply in perpetuity to the Property conveyed herein:
a. Compatible uses. The Property shall be used only for purposes compatible with open space,
recreational, or wetlands management practices; in general, such uses include parks for outdoor
recreational activities, nature reserves, unimproved permeable parking lots and other uses
consistent with open space acquisition.
b. Structures. No new structures or improvements shall be erected on the Property other than:
• A public facility that is open on all sides and functionally related to the open space use;
• A public restroom; or
• A structure that is compatible with the uses described in Paragraph (a), above, and approved
by the Director in writing prior to the commencement of the construction of the structure.
• Any structures built on the Property according to this paragraph shall be floodproofed or
elevated to the Base Flood Elevation plus the amount of freeboard applicable in accordance
with regulations in effect at the time of such construction.
GRANTOR GRANTEE
BY: BY:
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TITLE: TITLE:
DATE: DATE:
NOTARY BLOCKS APPEAR ON NEXT PAGE
King County / Tukwila PSA Page 19 of 21
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NOTARY BLOCK FOR KING COUNTY
STATE OF WASHINGTON)
)ss
COUNTY OF KING )
On this day of , 2024, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn, personally appeared
, to me known to be the
who executed the foregoing instrument and acknoi ledged to me that SHE or HE was authorized to execute
said instrument on behalf of the for the uses and purposes therein mentioned
WITNESS my hand and official seal hereto affixed the day and year in this certificate above written.
Notary Public in and for the
State of Washington, residing
at
City and State
My appointment expires
NOTARY BLOCK FOR CITY OF TUKWILA
STATE OF WASHINGTON )
) SS
COUNTY OF KING )
On this day of , 2024, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn, personally appeared
, to me known to be the
who executed the foregoing instrument and acknowledged to me that SHE or HE was authorized to execute
said instrument on behalf of the for the uses and purposes therein mentioned.
WITNESS my hand and official seal hereto affixed the day and year in this certificate above written.
Notary Public in and for the
State of Washington, residing
at
City and State
My appointment expires
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EXHIBIT C.
Seller's Certification of Non -Foreign Status under
Foreign Investment in Real Property Tax Act (26 U.S.C. 1440
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real
property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes
(including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real
property interest under local law) will be the transferor of the property and not the disregarded
entity. To inform the transferee that withholding of tax is not required upon the disposition of a
U.S. real property interest by City of Tukwila ("Transferor"), the undersigned hereby certifies the
following on behalf of Transferor:
Transferor is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Internal Revenue Code and
Income Tax Regulations);
2. Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii);
3. Transferor's U.S. employer identification number is ;and
4. Transferor's office address is
Transferor understands that this certification may be disclosed to the Internal Revenue
Service by transferee and that any false statement contained herein could be punished by fine,
imprisonment, or both.
Under penalties of perjury I declare that I have examined this certification and to the best
of my knowledge and belief it is true, correct, and complete, and I further declare that I have
authority to sign this document on behalf of Transferor.
Dated this day of 12024.
City of Tukwila, Transferor:
By: _
Name:
Title:
King County / Tukwila PSA
10-17-2024
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