HomeMy WebLinkAbout00-081 - King County Water District #125 - Property Purchase of 4021 South 144th Street• AG Cr 00 I
REAL ESTATE PURCHASE AND SALE AGREEMENT
This REL ESTATE PURCHASE AND SALE AGREEMENT (this "Agreement"), made as of
O''"l` er 15, 2000, is by and between Water District 125 ("Seller") and the City of Tukwila
��� Purchaser").
For and in consideration of the mutual covenants herein contained, the parties hereto do hereby
agree as follows:
1. Property. Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller
the real property located at 4021 South 144th in the City of Tukwila, King County, Washington
described below and appurtenances thereto (the "Property") all on the terms, covenants and
conditions set forth herein.
LEGAL DESCRIPTION ATTACHED
2. Purchase Price and Payment.
2.1 Earnest Money Deposit. As consideration for Seller's execution and delivery of
this Agreement, Purchaser shall, on or before 10 days after the Effective Date of
this Agreement, deposit with Title Company (defined in Section 5.1), an Earnest
Money Deposit in the amount of $10,000.
2.2 Purchase Price. The total purchase price ("Purchase Price") is $460,260.00.
.2.3 Payment. The Purchase Price shall be paid in cash at closing.
3. Representations and Warranties
3.1 Seller's Representations and Warranties.
3.1.1 Not Used.
3.1.2 Other Agreements. There are no other contracts or agreements in force
or effect for sale of all or any portion of the Property which would survive
Closing and Seller shall not, without the prior written consent of
Purchaser, enter into any such contracts or agreements between the date
hereof and the earlier of Closing or termination of this Agreement. As of
Closing, Seller shall terminate or cause to be terminated any and all
agreements affecting the Property including, but not limited to, leases,
maintenance, management, security, service, supply and other similar
contracts and agreements and shall ternimate all personnel employed in
connection with the Property.
Purchase & Sale Agreement
Page 2
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3.1.3 Litigation. Seller is unaware of any action, suit, investigation or
proceeding (administrative or otherwise) pending or threatened against or
affecting the Property or any portion of it, the transactions contemplated
hereby, or which might affect the right of Purchaser to own, operate,
develop or possess the Property or which might have a material effect on
the business of the Property or result in any liability of Purchaser with
respect thereto.
3.1.4 Condemnation. Seller has no knowledge of any pending or threatened
governmental proceeding or any other fact or condition which would limit
or result in the termination of any current access to the Property or in the
reduction of the size of the Property.
3.1.5 Compliance with Laws. To the best of its knowledge, Seller has kept and
maintained the Property in compliance with and has not caused or
permitted the Property, or any improvements located thereon, to be in
violation of any environmental law, building law or zoning regulation, and
Seller is unaware of any material defect in the premises or improvements
thereon.
3.1.6 Utilities. All utilities required for the operation of the Property enter
through adjoining public streets, or if they pass through an adjoining
private land, do so in accordance with valid public easements or private
easements, which will inure to the benefit of Purchaser. All of said public
utilities are installed and charges have been paid in full, and the nght to
the return of any deposit or contribution in connection therewith shall
inure to the Seller. All said public utilities are available to be installed.
3.1.7 Hazardous Materials. Seller represents and warrants to Purchaser that,
to the best of Seller's knowledge (1) neither the Property or any real estate
in the vicinity of the Property is in violation of any federal, state, local or
administrative agency ordinance, law, rule, regulation, order or
requirement relating to environmental conditions or Hazardous Material
("Environmental Laws"); (2) neither Seller nor any third party has used,
manufactured, generated, treated, stored, disposed of, or released any
Hazardous Material on, under or about the Property or real estate in the
vicinity of the Property or transported any Hazardous Material over the
Property; (3) the Property does not consist of any building matenals that
contain Hazardous Material. For the purposes hereof, "Hazardous
Materials" shall mean any substance, chemical, waste or other material
which is listed, defined or otherwise identified as "hazardous" or "toxic"
under any federal, state, local or administrative agency ordinance or law,
as well as any formaldehyde, urea, polychlorinated biphenyl, petroleum,
petroleum product or by-product, crude oil, natural gas, synthetic gas,
radon, lead and asbestos. If Seller and/or Purchaser discovers or
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Purchase & Sale Agreement
Page 3
determines the existence of any hazardous materials or other condition that
exists, including the presence of asbestos, as of and/or prior to Closing, the
result of which may require remedial action pursuant to any Federal, state
or local law, the party shall promptly notify the other of such hazardous
materials or environmental condition and Seller shall take any and all
appropriate action in response thereto as its cost.
3.1.8 Delivery. Seller shall deliver the Property to Purchaser on Closing and
shall not remove or damage, or permit the removal or damage to any
improvements which are located on the Property as of the date of
execution of this Agreement. sr///re iviA>,R6Ms/vE frm-Ta sam.4 04" 0A1
3.1.9 Change in Circumstances. Upon notification of any fact that would
change any of the representations or warranties contained herein,
Purchaser shall have the option of (a) waiving the breach of warranty that
would be caused by such change, (b) agreeing with seller to adjust the
terms hereof to compensate Purchaser for such change, or (c) teinumating
the Agreement. If such fact is different because of a misrepresentation of
Seller, then the options stated in the previous sentence shall be in addition
to any other remedy available to Purchaser at law or in equity. As used in
the Agreement, Seller's knowledge includes the knowledge of any agent,
officer, member, manager or general partner of Seller and of any agent
thereof.
3.2 Survival. The representations and undertakings set forth in the Agreement shall
survive closing and shall not merge into the deed given by Seller to Purchaser.
4. Possession and Prior Entry. Possession of the Property shall be delivered to Purchaser
at Closing. Between the Effective Date and Closing or the earlier expiration or
termination of this Agreement, Purchaser, its agents and employees shall have the right to
go upon the property for the purpose of inspecting and making any tests or studies
Purchaser deems appropriate. Purchaser agrees to indemnify, defend and hold Seller
harmless from and against any and all liens, claims, loss or liability arising out of the
Purchaser's entry on to the Property prior to Closing pursuant to this Section 5.
5. Title and Survey.
5.1 Title Company. "Title Company" shall mean Transnation Title Insurance
Company.
5.2 Condition of Title. Closing shall be conditioned upon Title Company issuing or
committing to issue to Purchaser, at Seller's expense, an extended coverage
ALTA Owner's Policy of title insurance in the amount of the Purchase Price
insuring fee title in the property vested in Purchaser free and clear of all matters
except the Permitted Exceptions (defined in Section 5.3), the lien of current real
property taxes and installments of assessments not yet due and payable.
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Purchase & Sale Agreement
Page 4
5.3 Title Commitment and Survey. Seller shall deliver to Purchaser a preliminary
title commitment for an extended coverage ALTA Owner's Policy of title
insurance covering the Property, together with legible copies of all documents of
record relating to the Property (the "Commitment") and a current ALTA survey of
the Property (the "Survey") within ten (10) days of execution hereof. Purchaser
shall, within 10 days of receipt of the Survey and Commitment, deliver written
notice to Seller (the "Purchaser's Notice") of any exceptions to clear title which
are disapproved by Purchaser, any exceptions not so objected to being hereinafter
referred to as "Permitted Exceptions." If Purchaser does not so timely deliver the
Purchaser's Notice to Seller, Purchaser will be deemed to have accepted all items
of record. Upon the timely receipt of Purchaser's Notice, Seller shall then have
10 days to deliver written notice to Purchaser (the "Seller's Response") that the
title issues as set forth in Purchaser's Notice have been cured, will be cured before
Closing, or that Seller is unable to cure the defects. If Seller does not so timely
deliver the Seller's Response to the Purchaser, Seller will be deemed to have
elected to cure all items set forth in the purchaser's Notice no later than Closing.
Upon the timely receipt of the Seller's Response, Purchaser shall then have 10
days to deliver written notice to Seller (the "Purchaser's Response") that
Purchaser accepts the status of title as set forth in Seller's Response, or
alternatively that purchaser has elected to teiiuinate the Agreement, in which case
the Deposit shall be returned to Purchaser. If Purchaser does not so timely give
the Purchaser's Response to Seller, Purchaser will be deemed to have elected to
terminate this Agreement, and the Deposit shall be returned to Purchaser. If
additional exceptions to title are disclosed by supplemental reports to the
Commitment, Purchaser and Seller shall proceed to review such new title
exceptions in accordance with the provisions of this Section; provided however,
that Purchaser shall have 5 days to review and comment upon such new title
exceptions and Seller shall have 5 days after notice from Purchaser, to give
Purchaser notice of such exception's removal or other disposition under this
Section. The above not withstanding Seller is obligated to remove all monetary
liens from title on or before Closing.
5.4 Title Exceptions. If upon Closing Seller is unable to convey the Property in the
condition set forth in Seller's Response, Purchaser shall, by written notice to
Seller on or before Closing (which notice may, notwithstanding the provisions set
forth in the Agreement, be given to Title Company on behalf of and fore the
benefit of Seller) either: (i) accept title in its then condition; or (ii) teeinmate this
Agreement, in which case the Deposit shall be returned to Purchaser.
6. Closing
6.1 Escrow. Upon mutual execution of this Agreement, the parties shall execute
instructions to Title Company to consummate the purchase in accordance with the
terms and provisions hereof. They shall place with Title Company all
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Purchase & Sale Agreement
Page 5
instruments, documents and monies necessary to complete the sale in accordance
with this Agreement. The provisions hereof shall constitute joint instructions to
the Title Company; provided, however, that the parties shall execute such
additional instructions as they may agree upon or as requested by the Title
Company not inconsistent with the provisions hereof. Said escrow shall provide
for a closing at the office of Title Company within shy (68) da s a er the mutual
execution of this Purchase and Sale Agreement. -n+-rYC3oj,,
6.2 Deposit of Closing Documents. At Closing Seller shall deliver to Purchaser bills
of sale to any personal property and deliver any agreements, documents and
instruments as may be necessary to transfer, convey and assign to Purchaser all
property rights and assets to be assigned to Purchaser by Seller. Title shall be
conveyed by Statutory Warranty Deed (the "Deed") free of encumbrances or
defects except those permitted herein or as Purchaser and Seller shall otherwise
agree.
6.3 Costs and Prorations. Seller shall pay the cost of extended coverage for the
policy of title insurance required hereby, all real property excise taxes due and
payable in connection with the sale of the Property, the cost of any documentary
or transfer tax or stamps and one-half the other Closing expenses including the
Escrow fees and charges and any recording fees (except the cost of recording the
Deed). Purchaser shall pay the remaining one-half of the other Closing expenses
including the Escrow fees and charges and the cost of recording the Deed. All
real and personal property taxes and assessments installments shall be prorated
between Seller and Purchaser as of Closing. The real property taxes and
assessments installments shall be prorated using the most recent tax information
available. Title Company shall be responsible for reporting the Closing to the
Internal Revenue Service pursuant to Section 6045 of the Internal Revenue Code.
6.4 Foreign Investment in Real Property Tax Act. The Foreign Investment in Real
Property Tax Act (FIRPTA), IRC Section 1445, requires that every purchaser of
U.S. real property must, unless an exemption applies, deduct and withhold from
the Seller's proceeds 10% of the gross sales price. The primary exemptions
which might be applicable are: (a) Seller provides the Purchaser with an affidavit
under penalty of perjury that Seller is not a "foreign person", as defined in
FIRPTA, or (b) Seller provides purchaser with a "qualifying statement," as
defined by FIRPTA, issued by the Internal Revenue Service. Seller and Purchaser
agree to execute and deliver, as appropriate, any instrument, affidavit and
statement, and to perform any acts reasonably necessary to carry out the
provisions of FIRPTA and regulations promulgated thereunder.
7. Remedies. In the event that Seller defaults, Purchaser shall be entitled to all remedies
available at law or in equity, including specific perfoiniance. In the event Purchaser fails
to complete the purchase of the Property, the Deposit made by the Purchaser shall be
forfeited to Seller as the sole and exclusive remedy available to Seller for such failure.
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Purchase & Sale Agreement
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PURCHASER AND SELLER HEREBY SPECIFICALLY ACKNOWLEDGE THAT THEY
HAVE READ THE PRECEDING PROVISION REGARDING LIMITATIONS OF ITS
REMEDIES AND FORFEITURE OF THE DEPOSIT AND UNDERSTAND AND AGREE TO
IT.
8. Miscellaneous.
8.1 Notices. Any demand, request or notice which either party hereto desires or may
be required to make or deliver to the other shall be in writing and shall be deemed
given when personally delivered, or when delivered by private courier service
(such as Federal Express), or three days after being deposited in the United States
Mail in registered or certified form, return receipt requested, addressed as follows:
To Purchaser:
To Seller:
City of Tukwila
Attn: John McFarland
6200 Southcenter Blvd.
Tukwila, WA 98188
Water District 125
Mr. Russ Austin, Superintendent
P.O. Box 68147, Riverton Hts. Br.
Seattle, WA 98168
Or to such other single address and person as either party may communicate to the
other by like written notice.
8.2 Entire Agreement. This Agreement contains the entire understanding between
the parties and supersedes any prior understandings or agreements between them
respecting the subject matter hereof. There are no other representations,
agreements, arrangements or understandings, oral or written, between and among
the parties hereto or any of them, relating to the subject matter of this Agreement.
No amendment of or supplement to this Agreement shall be valid or effective
unless made in writing and executed by the parties hereto. Notwithstanding the
foregoing, any addendum or exhibit attached hereto and either signed or initialed
by the parties is hereby incorporated herein and shall be deemed a part hereof.
8.3 Construction. The section headings throughout this Agreement are for
convenience and reference only and the words contained in them shall not be held
to expand, modify, amplify or aid in the interpretation, construction or meaning of
this Agreement. All pronouns and any variations thereof shall be deemed to refer
to the masculine, feminine, neuter, singular or plural as the identification of the
person or person, firm or firms, corporation or corporations may require.
"Person" shall mean an individual, fiurr, association, corporation, trust or any
other foini of business or legal entity. The locative adverbs "herein,"
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"hereunder," "hereto," "hereby," "hereinafter," etc., whenever the same appear
herein, mean and refer to this Agreement in its entirety and not to any specific
section or subsection hereof Any reference herein to "days" means consecutive
calendar days. If the last day of any time period or any other specified date
occurs on a day when the recording office of the county in which the Property is
located is closed, such time period or date shall be extended to the next day such
recording office is open. All parties hereto have been represented by legal
counsel in this transaction and accordingly hereby waive the general rule of
construction that an agreement shall be construed against its drafter.
8.4 Attorney's Fees. In the event of litigation between the parties hereto, declaratory
or otherwise, in connection with or arising out of this Agreement, the prevailing
party shall recover from the non -prevailing party all actual costs, actual damages
and actual expenses, including attorneys' fees and charges, paralegal and clerical
fees and charges and other professional or consultants' fees and charges expended
or incurred in connection therewith, as set by the court, including for appeals,
which shall be determined and fixed by the court as part of the judgment. In
addition, if either party is held by a court or arbitrator to owe to the other a sum of
money, whether as damages, indebtedness, or otherwise for breach of this
Agreement, such party shall also owe to and pay the other party interest on such
sum from the time of the breach until paid at the rate of 12% per annum.
8.5 Risk of Loss. All risk of loss or damage to the Property shall be borne by the
Seller until Closing. In the event that there is loss or damage to the Property
between the date hereof and Closing, by reason of fire, vandalism, flood,
earthquake, or acts of God, and the cost to repair such damage shall exceed 10%
of the purchase price of the Property, Purchaser may at its option ether proceed
with this transaction if Seller agrees in writing to repair or replace damaged
property prior to Closing or declare this Agreement null and void. If damage to
the Property is less than 10% of the purchase pnce and Seller agrees in wntmg to
repair or replace and does actually repair and replace damaged property prior to
Closing, this transaction shall proceed as agreed.
8.6 Condemnation. If prior to Closing any portion of the Property is the subject of a
condemnation or an eminent domain action or threatened therewith, Purchaser
may elect to either terminate this Agreement and recover the Deposit or to
consummate Closing and receive an assignment of all condemnation proceeds.
8.7 Time is of the Essence of this Agreement. Except as otherwise provided herein,
in the event that any contingency to this Agreement has not been eliminated,
satisfied, or waived in wntmg within the time limits and pursuant to the
provisions herein, this Agreement shall be deemed null and void, and the Deposit
shall be returned to Purchaser, and the escrow shall be cancelled.
Purchase & Sale Agreement
Page 8
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8.8 Compliance with Laws. The parties hereto agree to comply with all applicable
federal, state and local laws, regulations, codes, ordinances and administrative
orders having jurisdiction over the parties, property or the subject matter of this
Agreement including, but not limited to, the 1964 Civil Rights Act and all
amendments thereto, the Foreign Investment in Real Property Tax Act, the
Comprehensive Environmental Response Compensation and Liability Act, and
the Americans with Disabilities Act.
8.9 Applicable Law. This Agreement shall be construed and interpreted under the
laws of the state where the Property is located.
8.10 Delivery of Studies. In the event the sale does not close for whatever reason, all
studies, investigations, plans, reports or work product that would assist Seller in
developing the Property in the future will be delivered free of charge from
Purchaser to Seller within 10 days after the termination of the Agreement.
8.11 Performance. Where a day for perfoiivance falls on a Saturday, Sunday or legal
holiday, the day for completion of performance shall be extended to the next
business day.
8.12 Acceptance of Agreement. Purchaser's offef,ismade subject to the acceptance
of Seller on or before 5:OOpm onoven r 8T5-, 2000. If seller does not accept
this Agreement within the time specified, this Agreement shall become void.
Provided, however, that the seller's obligations hereunder are understood to
be subject to such requirements of state law as may be annlicabl,e.q. RCW
57.08.015/016.
PURCHASER
SELLER:
BY: 1�1t�Q , �,r,��� By: 2W—L%IV\
/Vj
FINA CKNOWLEDGEMENT BY PURCHASER:
A fully executed copy of this Agreement has been received by Purchaser on this : 544' day of
, 2000, which date is the "Effective Date" of this Agreement.
PURCHASER:
BY iV h/\c.4-17114``
APPROVED AS TO FORM:
BY
Ci y A torney