HomeMy WebLinkAboutCAG1999-0353 - Original - Leo C. and Norma J. Brutsche - Purchase of 301 Smith Street, Kent Property - 04/30/1999 REAL ESTATE PURCHASE AND SALE AGREEMENT
WITH EARNEST MONEY PROVISION
This contract controls the terms and sale of real property.
This Agreement is entered between the CITY OF KENT, a Washington municipal
corporation, whose mailing address is 220 4th Avenue South, Kent, Washington 98032, ("Buyer"),
and LEO C. and NORMA J. BRUTSCHE, Trustees of the Brutsche Family Revocable Trust,
dated June 14, 1995 ("Brutsche"), whose mailing address is 223 West Smith Street, Kent,
Washington 98035 (collectively referred to as "Seller"), for the sale and purchase of real property
as follows:
1. PROPERTY. The real property which Buyer agrees to buy and Seller agrees to sell, is
vacant land commonly known to be located at 301 Smith Street, Kent, Washington consisting of
approximately 2.78 acres (the "Property"), and which is legally described in Exhibit A, attached
hereto and incorporated herein by this reference. A map indicating the location of the Property,
identified as Parcel 2 therein, is attached as Exhibit B, incorporated herein by this reference. All
personal property located thereon is to remain the property of Seller.
2. EARNEST MONEY. Received from the Buyer, Five Thousand and no/100 Dollars
($5,000.00), in the form of a City of Kent purchase order as earnest money and partial purchase price
of the property.
3. PURCHASE PRICE. The total purchase price for the Property is Two Million Fifty-five
Thousand Seven Hundred and No/100 Dollars ($2,055,700.00) including earnest money, payable
on closing subject to paragraph 8 below. This price is based upon a contract sale price of Two
Million Two Hundred Ninety-seven Thousand Five Hundred Forty-four and No/100 Dollars
($2,297,544.00) minus a donation of land value to the City of Kent in the amount of Two Hundred
Forty-one Thousand Eight Hundred Forty-four and No/100 Dollars ($241,844.00).
4. CONTINGENCIES. This Agreement is contingent upon:
(a) Buyer's review and approval of the title report on the property prior to closing.
(b) A feasibility study as follows: Buyer shall have thirty (30) days from the date of
mutual acceptance of this Agreement to determine, in Buyer's sole and absolute discretion, if the
Property is feasible for investment and/or development by Buyer.
NOTE: Contingency (b) is removed at signing of this agreement. Contingency A is removed
conditioned upon no changes to the title report issued by Pacific Northwest Title Company Order
Number 380237 and dated April 14, 1999affecting title to the property.
Should any of these contingencies not be met prior to closing, then this Agreement shall terminate,
except neither Buyer or Seller shall have any further rights, duties, or obligations hereunder except
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 1 of 6
that the Earnest Money held in Pacific Northwest Title by Buyer to Seller shall immediately be
returned to the Buyer.
5. CONVEYANCE AND CONDITION OF TITLE. The title to the property shall be
conveyed by Seller to Buyer at closing by Statutory Warranty Deed, free and clear of all liens,
encumbrances, or defects, including any deeds of trust and leases noted as special exceptions in the
title report identified in paragraph 4 above, except those described in Paragraph 6 below.
6. TITLE INSURANCE. At Closing, Seller shall cause Pacific Northwest Title, 116
Washington Ave. North, Kent, Washington 98032-0864, to issue a standard form owner's policy of
title insurance to Buyer in an amount equal to the total purchase price of the Property, and insuring
the Property be discharged by Seller to be paid from Seller's funds at Closing. For purposes of this
Agreement, the following shall not be deemed encumbrances or defects: rights reserved and federal
patents or state deeds; building or use restrictions consistent with current zoning, and utility and road
easements of record. If title cannot be made so insurable prior to the Closing date called for herein,
unless, Buyer elects to waive such defects or encumbrances, this Agreement shall terminate. Buyer
shall have no right to specific performance or damages as a consequence of Seller's inability to
provide insurable title.
7. CLOSING COSTS AND PRO-RATIONS. The cost of escrow shall be shared equally
between Buyer and Seller, except those fees which are expressly limited by Federal Regulation.
Taxes for the current year, rents, interest, water and other utility charges, if any, shall be pro-rated
as of date of closing unless otherwise agreed.
8. CLOSING OF THE SALE. WITH THE UNDERSTANDING THAT TIME IS OF THE
ESSENCE FOR THIS AGREEMENT, this sale shall be closed by April 30, 1999, which shall also
be the termination date of this Agreement unless said closing date is extended in writing by mutual
Agreement of the parties. When notified,the Buyer and Seller will deposit,without delay, in escrow
with Pacific Northwest Title, 116 Washington Avenue North, Kent, Washington 98032-0864, all
instruments and monies required to complete the transaction in accordance with this Agreement.
Closing, for the purpose of this Agreement, is defined as the date that all documents are executed
and the sale proceeds are available for disbursement to the Seller. NOTE that fifty thousand
($50,000) dollars of the funds held in escrow for payment of the purchase will be withheld from
closing and maintained in es`crowAuntil Seller complies with the following requirements:
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�i (a) Seller shall, within ninety (90) days of closi g, remove all personal property stored on
the property including equipment, debris and material and leave the property in a clean condition,
to the satisfaction of Buyer. Should Seller fail to do so,the escrow agent shall return the escrowed
funds to Buyer. If seller complies with the requirements with this paragraph, the escrow agent shall
pay the funds to Seller upon written confirmation by Buyer of compliance.
9. POSSESSION. Buyer shall be entitled to possession on closing.
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 2 of 6
10. SELLER'S REPRESENTATIONS. Seller represents:
(a) that it will maintain the property and yard in present or better condition until time of
agreed possession;
(b) that it has no knowledge or notice from any governmental agency of any violation
of laws relating to the subject property; and
(c) that the property is not encumbered by any leases.
11. SELLER'S ENVIRONMENTAL REPRESENTATIONS. Seller represents that to the
best of Seller's knowledge that Seller is not aware of the existence of, or has caused or allowed to
be caused, any environmental condition during Seller's ownership of the property (including,
without limitation, a spill, discharge or contamination)that existed as of and/or prior to the closing
date or any act or omission occurring prior to the closing date, the result of which may require
remedial action pursuant to any federal, state, or local law or may be the basis for the assertion of
any third party claims, including claims of governmental entities. This provision shall survive the
closing. 15 yc_jL. t!-e. � "zM A14Y A#jo Aft. 1V11 M JVi'/� c�ni►�U"Ticx9S,
12. DEFAULT AND ATTORNEY'S FEES.
(a) Buyer's Default. IF BUYER DEFAULTS HEREUNDER, SELLER'S SOLE '
20
REMEDY SHALL BE LIMITED TO DAMAGES AGAINST PURCHASE IN THE LIQUIDATED
AMOUNT OF THE EARNEST MONEY PREVIOUSLY PAID THE BUYER. BUYER AND yr 3v
SELLER INTEND THAT SAID AMOUNT CONSTITUTES LIQUIDATED DAMAGES: AND `f
SO AS TO AVOID OTHER COSTS AND EXPENSES TO EITHER PARTY IN CONNECTION
WITH POTENTIAL LITIGATION ON ACCOUNT OF BUYER'S DEFAULT. BUYER AND
SELLER BELIEVE SAID AMOUNT TO BE A FAIR ESTIMATE OF ACTUAL DAMAGES.
(b) Seller's Default. IF SELLER DEFAULTS HEREUNDER, BUYER SHALL HAVE
ALL THE RIGHTS AND REMEDIES AVAILABLE AT LAW OR IN EQUITY.
(c) Attorney's Fees and Costs. In the event of litigation to enforce any of the terms or
provisions herein, each party shall pay all its own costs and attorney's fees.
13. NOTICE TO SELLER. This form contains provisions for an agreement for the purchase
and sale of real estate. The Buyer makes NO WARRANTY OR REPRESENTATION OF ANY
KIND that this form, or any of its provisions, is intended to meet the factual and legal requirements
of a particular transaction, or that it accurately reflects the laws of the State of Washington at the
time you enter the agreement. THIS AGREEMENT HAS SIGNIFICANT LEGAL AND
FINANCIAL CONSEQUENCES AND YOU ARE ADVISED TO SEEK INDEPENDENT LEGAL
AND FINANCIAL COUNSEL REGARDING THESE CONSEQUENCES. If you do not
understand the effect of any part, consult your own Attorney before signing.
14. NON-MERGER. The terms, conditions, and provisions of this Agreement shall not be
deemed merged into the deed and shall survive the closing and the short-term lease and continue in
full force and effect.
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 3 of 6
15. NOTICES. All notices required or permitted to be given hereunder shall be in writing and
shall be sent U.S. certified mail, return receipt requested, or by facsimile transmission addressed as
set forth below:
(a) All notices to be given to Buyer shall be addressed as follows:
John Hodgson, Director
Parks and Recreation Department
220 4th Avenue South
Kent, Washington 98032-5895
Facsimile: (253) 856-6050
(b) All notices to be given to Seller shall be addressed as follows:
Leo C. and Norma J. Brutsche
Trustees of the Brutsche Family Revocable
Trust dated June 14, 1995
223 West Smith Street
Kent, Washington 98035
Either party hereto may, by written notice to the other, designate such other address for the giving
of notices as necessary. All notices shall be deemed given on the day such notice is personally
served, or on the date of the facsimile transmission, or on the third day following the day such notice
is mailed in accordance with this paragraph.
16. ENTIRE AGREEMENT. This Agreement, including all incorporated exhibits, constitutes
the full understanding between Seller and Buyer. There have been no verbal or other agreements
that modify this Agreement.
17. BINDING EFFECT AND SURVIVAL. This Agreement shall be binding upon parties
hereto and their respective heirs, successors and assigns; and the terms, conditions and provisions
of this Agreement shall survive the closing of this transaction.
18. DATE OF MUTUAL ACCEPTANCE. For the purposes of this Agreement, the date of
mutual acceptance of this Agreement shall be the last date on which the parties to this Agreement
have executed this Agreement as indicated below.
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 4 of 6
19. ASSIGNMENT. Buyer may not assign this Agreement or Buyer's rights hereunder without
Seller's prior written consent.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date set
forth below.
BUYER: SELLER:
THE CITY OF KENT
By:
LEO C. BR TSCHE, Trustee of the
By: Brutsche Family Revocable Trust dated June 14,
JIM H E Mao 1995
Dated: ':��s Dated.
APPROVED AS TO FORM: �" f
By: NORMA J. BF JTSCHE, Trustee of the
ROGER A. LUBOVICH, City Attorney Brutsche Family R vocable Trust dated June 14,
1995 j
Dated:
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REAL ESTATE PURCHASE AND SALE AGREEMENT Page 5 of 6
EXHIBIT"A"
LEGAL DESCRIPTION
DESCRIPTION
PARCEL A:
LOTS 1 AND 2 IN BLOCK 1 OF RAMSAY'S ADDITION TO THE TOWN OF KENT,
ACCORDING TO PLAT RECORDED IN VOLUME 16 OF PLATS AT PAGE (S) 89, IN
KING COUNTY, WASHINGTON;EXCEPT THE WEST 4 FEET THEREOF
CONDEMNED IN KING COUNTY SUPERIOR COURT CAUSE NO. 7086854 FOR
STREET PURPOSES;
TOGETHER WITH THAT PORTION OF VACATED ALLEY ADJOINING, WHICH
UPON VACATION UNDER CITY OF KENT ORDINANCE NO.2779, RECORDING
NO. 8807130681,ATTACHED TO SAID PROPERTY BY OPERATION OF LAW.
PARCEL B:
LOTS l 1 AND 12 IN BLOCK 1 OF RAMSAY'S ADDITION TO THE TOWN OF KENT,
ACCORDING TO PLAT RECORDED IN VOLUME 16 OF PLATS AT PAGE(S) 89, IN
KING COUNTY, WASHINGTON;
TOGETHER WITH THAT PORTION OF VACATED ALLEY ADJOINING AND
VACATED NORTH THIRD AVENUE ADJOINING, WHICH UPON VACATION
UNDER CITY OF KENT ORDINANCE NO. 2779,RECORDING NO. 8807130681,
ATTACHED TO SAID PROPERTY BY OPERATION OF LAW.
PARCEL C:
LOTS 1 AND 2 AND THAT PORTION OF LOT 3 IN BLOCK 2 OF RAMSAY'S
ADDITION TO THE TOWN OF KENT,ACCORDING TO PLAT RECORDED IN
VOLUME 16 OF PLATS AT PAGE(S) 89, IN KING COUNTY, WASHINGTON, LYING
NORTHERLY OF CHICAGO-MILWAUKEE ST. PAUL AND PACIFIC RAILROAD
CO.'S RIGHT-OF-WAY;
TOGETHER WITH THAT PORTION OF VACATED ALLEY ADJOINING AND
VACATED NORTH THIRD AVENUE ADJOINING, WHICH UPON VACATION
UNDER CITY OF KENT ORDINANCE NO.2779,RECORDING NO. 8807130681,
ATTACHED TO SAID PROPERTY BY OPERATION OF LAW.
EXHIBIT"A"
DESCRIPTION CONT.
PARCEL D:
THOSE PORTIONS OF LOTS 8,9 AND 10 LYING NORTHERLY OF CHICAGO-
MILWAUKEE ST. PAUL AND PACIFIC RAILROAD CO.'S RIGHT-OF-WAY, AND
ALL OF LOTS 1 1 AND 12 IN BLOCK 2 OF RAMSAY'S ADDITION TO THE TOWN
OF KENT, ACCORDING TO PLAT RECORDED IN VOLUME 16 OF PLATS AT
PAGE(S) 89, IN KING COUNTY, WASHINGTON;
TOGETHER WITH THAT PORTION OF VACATED ALLEY ADJOINING AND
VACATED NORTH SECOND AVENUE ADJOINING, WHICH UPON VACATION
UNDER CITY OF KENT ORDINANCE NO.2779,RECORDING NO. 8807130681,
ATTACHED TO SAID PORPERTY BY OPERATION OF LAW.
PARCEL E:
ALL THOSE PORTIONS OF LOTS 7, 8,9, 10, 4 AND 3 IN BLOCK 2 AND ADJOINING
THIRD AVENUE OF RAMSAY'S ADDITION TO THE TOWN OF KENT,
ACCORDING TO PLAT RECORDED IN VOLUME 16 OF PLATS AT PAGE(S) 89, IN
KING COUNTY, WASHINGTON, WHICH WOULD BE INCLUDED WITHIN A STRIP,
BELT OR PIECE OF LAND 60 FEET IN WIDTH,HAVING
DESCRIPTION CONT.
30 FEET OF SUCH WIDTH ON EACH SIDE OF THE CENTERLINE OF THE
PROPOSED SPUR TRACK TO BE CONSTRUCTED BY GRANTEE UNDER THE 1906
DEED, TO THE PLANT OF THE PACIFIC COAST CONDENSED MILK COMPANY,
SITUATED UPON BLOCK 4 OF YESLER'S FIRST ADDITION TO KENT, SAID
CENTERLINE OF SPUR TRACK BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
BEGINNING AT A POINT IN THE NORTH LINE OF MEEKER STREET IN SAID
YESLER'S FIRST ADDITION TO KENT, DISTANT 10 FEET WEST OF THE
SOUTHWEST CORNER OF SAID BLOCK 4;THENCE RUNNING NORTH ON A LINE
DRAWN PARALLEL TO AND DISTANT 10 FEET WESTERLY OF SAID WESTERLY
LINE OF BLOCK 4,358.93 FEET TO A POINT;THENCE RUNNING
NORTHWESTERLY AND WESTERLY ON A 15 DEGREE CURVE TO THE LEFT
TANGENT TO LAST SAID COURSE OVER AND ACROSS SAID LOTS 7, 8,9, 10,4
AND 3 OF SAID BLOCK 2 OF RAMSAY'S ADDITION TO THE TOWN OF KENT,A
DISTANCE OF 600 FEET TO A POINT ON LOT 10 OF SAID BLOCK 1 OF LAST
SAID ADDITION;THENCE RUNNING WEST ON A LINE TANGENT TO LAST SAID
CURVE, AND DRAWN PARALLEL TO AND DISTANT 30 FEET NORTHERLY
MEASURED AT RIGHT ANGLES FROM THE SOUTHERLY LINE OF SAID LOTS 10
AND 3 TO THE WESTERLY LINE OF SAID RAMSAY'S ADDITION TO THE TOWN
OF KENT;
TOGETHER WITH THAT PORTION OF VACATED NORTH SECOND STREET,
VACATED NORTH THIRD STREET, AND VACATED ALLEY WITHIN SAID BLOCK
2 AS ATTACHED BY OPERATION OF LAW.
EXHIBIT"A" 2
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