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HomeMy WebLinkAboutCAG1999-0370 - Original - Valley Communications Center - Sale of S 274th Street & 108th Ave S - 11/19/1999 ORIGINAL REAL ESTATE PURCHASE AND SALE AGREEMENT THIS AGREEMENT is between the City of Kent, a Washington municipal corporation, ("Seller") and Valley Communications Center, a Washington municipal corporation, ("Purchaser"), and is made for the purpose of purchase and sale of the following described real property. In consideration of the covenants and agreements hereinafter made,the parties agree as follows: I. Description of Property: Purchaser agrees to purchase from Seller, and Seller agrees to sell unto Purchaser, the following described parcel of real property located on the Southwest corner or the intersection of South 2741h Street and 108th Avenue South in King County, Washington, and comprising approximately 4.8 acres,referred to in this Agreement as "the premises": The Southeast '/4 of the Northeast '/4 of the Northwest %4 of Section 32 Township 22 North Range 5 East Willamette Meridian EXCEPT the North 315.00 feet thereof and EXCEPT the East 33.00 feet thereof in King County Washington. Purchaser hereby authorizes the insertion over his signature of the correct legal description of the above-designated property if unavailable at time of signing, or to correct the legal description previously entered if erroneous or incomplete. 2. Purchase Price: The purchase price is Two Hundred Ten Thousand Dollars ($210,000.00),payable in cash at closing. 3. Title: Title to the premises shall be marketable and free of all encumbrances or defects. Building or use restrictions general to the district, existing easements not inconsistent with the intended use of the parcel, and building or zoning regulations or provisions shall not be deemed encumbrances or defects. Seller agrees to furnish and deliver to Purchaser an extended form policy of title insurance, and REAL ESTATE PURCHASE AND SALE AGREEMENT- 1 as soon as practicable prior to closing, a preliminary commitment therefor, issued by a Title Insurance Company of Purchaser's choice. The parties authorize the closing agent to apply for such title insurance upon the removal of all contingencies to this transaction. Seller agrees to assume any cancellation fee for the respective commitments or policies. The title policy to be issued shall contain no exceptions other than those provided in the extended form plus the encumbrances or defects noted in this paragraph. If title is not so insurable as above provided and cannot be made so insurable by the termination date set forth herein,this Agreement shall be terminated. 4. Conveyance: Transfer of Seller's interest in the premises shall be by Statutory Warranty Deed; however, Seller shall retain a Sensitive Area Easement over that portion of the premises encumbered by wetlands, including the wetlands buffer area to be designated through the conditional use permit approval process. This transaction is exempt from real estate excise tax pursuant to WAC 458-61-420. In the event however that it is determined WAC 458-61-420 does not apply to this transfer, the Seller is responsible for payment of the real estate excise tax. 5. Proration: hi the event that any of the following charges or obligations exist, they shall be prorated as of the date of closing: Taxes for the current year, rents, insurance, interest, mortgage reserves, water and other utilities constituting liens on the property. 6. C1osinH: This purchase shall be closed in the office of Warren, Barber, Dean & Fontes, P.S., Attorneys at Law, within 30 days from the date that the City of Kent approves a conditional use permit allowing the construction and operation of the new proposed Valley Communications Center. The Purchaser in good faith covenants and agrees to use its best efforts to obtain the conditional use permit by the earliest date possible. The parties anticipate that the conditional use permit will be granted within the next 180 days. If the Purchaser has not obtained the conditional use permit within 180 days REAL ESTATE PURCHASE AND SALE AGREEMENT-2 from the date of this agreement, this agreement shall terminate and shall be of no further force or effect, unless extended by mutual agreement between the Purchaser and Seller as provided in Section 7. The parties will deposit in escrow with the closing agent all instruments and moneys necessary to complete this purchase in accordance with this Agreement. The cost of escrow shall be paid one-half (1/2) each by the parties. 7. Extension of Closing Date: Notwithstanding anything to the contrary herein, Purchaser may, but is not obligated to,request extensions of the closing date specified above. Each extension shall be for not more than forty-five (45)days. 8. Possession: Seller shall deliver possession to Purchaser on date of closing. 9. Condition of Property: The Purchaser has reserved the right to conduct a feasibility study to determine the suitability of the premises for Purchaser's intended usage. The scope and conditions of this feasibility study are set forth in paragraph 14 of this agreement. 10. Representations and Warranties of the Seller: Seller makes the following representations and warranties to Purchaser, which are true on the date of this Agreement and will be true on the closing date. The provisions of this Paragraph shall survive the closing of this transaction. A breach or failure of any representation or warranty in this Paragraph shall be a material default by Seller of this Y Agreement. a. With respect to the property, no civil or criminal litigation, notice of violation or administrative proceeding has been brought against or issued to Seller under the Environmental Laws. b. The Sellers have no knowledge of or reason to know that any hazardous substance (defined as any substance designated pursuant to Section 307(a) and 311(b)(2)(A) of the federal Clean Water Act, Section 112 of the federal Clean Water Act, Section 112 of the federal Clean Air Act, Section 3001 of the federal Resource Conservation and Recovery Act, Section 7 of the federal Toxic REAL ESTATE PURCHASE AND SALE AGREEMENT-3 Substances Control Act, Section 201 of the Comprehensive Environmental Response Compensation and Liability Act, or similar provisions of Washington law), has been deposited or is located on the premises. C. That neither Seller nor the premises is affected by any written or oral agreement which will prevent Seller's timely and full performance of all of Seller's obligations under this Agreement. d. That all utilities serving the premises are over valid easements of record or dedicated rights of way which have been accepted by the provider of the utilities. e. That Seller has fully disclosed to Purchaser all material information available to Seller with respect to the premises. f. That no improvements located on properties adjacent to the premises encroach upon the premises. 11. Default: If either party defaults in his contractual performance herein, the non- defaulting party may seek specific performance pursuant to the terms of this Agreement, damages, or rescission. The non-defaulting party shall be entitled to recover its costs and attorney's fees in the event counsel is retained as a result of such default. 12. Miscellaneous: There are no verbal or other agreements that modify or affect this Agreement. Time is of the essence of this Agreement. Purchaser has not consulted with, nor discovered the respective parcels through the use of a realtor or other agent and there are no finders fees or commissions due upon this transaction. Facsimile transmission of any signed original document, and retransmission of any signed facsimile transmission, shall be the same as transmission of an original. At the request of either party, or the Closing Agent,the parties will confirm facsimile transmitted signatures by signing an original document. Notices given under this Agreement shall be in writing and shall be REAL ESTATE PURCHASE AND SALE AGREEMENT-4 delivered personally with written receipt therefor, or sent by certified mail, return receipt requested, to the following addresses: Seller: City of Kent Attention: Don Wickstrom, City of Kent Director of Public Works 220 4t'Avenue South Kent, WA 98032 Purchaser: Valley Communications Center Chris Fischer Director, Valley Communications Center Kent, WA 98031 13. Residency of Seller. Seller warrants to Escrow Agent that for purposes of U.S. income taxation Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate. 14. Contin eg ncies: The obligation of the Purchaser under this Agreement is contingent upon the Purchaser obtaining a conditional use permit from the City of Kent for the construction and operation of the facility that the Purchaser intends to build on the property (the headquarters for Valley Communications Center), and is further contingent on approval of this sale by the Kent City Council. If the Purchaser is not able to obtain a conditional use permit, this agreement shall terminate and all rights or obligations of the parties under this agreement shall terminate and this agreement shall be of no further force or eAffee t'. / D. , 1999. Seller: Purchaser: CITY OF KENT VALLEY COMMUNICATIONS CENTER By: By: or Jim White kris Fisher, Director REAL ESTATE PURCHASE AND SALE AGREEMENT-5 ATTEST: 7�EP�T*f e17Y OZE,fK REAL ESTATE PURCHASE AND SALE AGREEMENT-6 REQUEST FOR EXTENSION OF CLOSING DATE RELATING TO: REAL ESTATE PURCHASE AND SALES AGREEMENT DATED NOVEMBER 19, 1999 May 3, 2000 Mr. Don Wickstrom, Director City of Kent Public Works Division 220 4th Avenue South Kent, Washington 98032 Mr. Wickstrom: On November 1 g`h, 1999, The City of Kent (seller) and the Valley Communications Center (purchaser) executed a real estate purchase agreement. That agreement was contingent upon the purchaser obtaining a conditional use permit from the City of Kent. I am pleased to report that the hearing examiner issued a favorable and conditional ruling on April 19, 2000. However, the appeal period of the hearing examiners ruling does not expire until May 11, 2000. The purchase and sale agreement between us expires on May 17`h, 2000. As the purchaser, it is unwise and unlikely for me to assume that the sale transaction/closing process will be completed by that date. I assure you however, that I intend that the transaction will occur on or about May 17, provided there are no appeals filed. Section 7 of our agreement allows the purchaser to request a 45-day extension of the purchase and sale agreement. The purchaser hereby requests such an extension. The initial agreement (copy attached) was executed by Kent Mayor Jim White and Valley Communications Center Director Chris Fischer. This supplemental "extension request' should be similarly executed with their signatures. I provide two copies of this document— Director Chris Fischer has signed both. I request that Mayor White (or other signatory authority for the city) execute these two original documents and that you return one original to me before May 15. Respectfully, M.P. Sweeney, Project Manager Valley Communications Center 23807 98`h Avenue South Kent, Washington 98031 As provided for in Section 7 of the "Real Estate Purchase and Sale Agreement'executed between the City of Kent and The Valley Communications Center on November 19, 1999, the purchaser hereby requests a 45-day extension of the agreement. This request is effective upon the latter date of execution of this document by the seller and purchaser as provided below: Seller: Purchaser- CITY OF KENT VALLEY COMMUNICATIONS CENTER Mayor im White Director Chris Fischer Dated: ��� oe Dated. r) 111H - �lfI C OR PY ORIGINAL REAL ESTATE PURCHASE AND SALE AGREEMENT THIS AGREEMENT is between the City of Kent, a Washington municipal corporation, ("Seller") and Valley Communications Center, a Washington municipal corporation, ('Purchaser'), and is made for the purpose of purchase and sale of the following described real property. In consideration of the covenants and agreements hereinafter made, the parties agree as follows: 1. Description of Property: Purchaser agrees to purchase from Seller, and Seller agrees to sell unto Purchaser, the following described parcel of real property located on the Southwest comer or the intersection of South 274's Street and 108t' Avenue South in King County, Washington, and comprising approximately 4.8 acres, referred to in this Agreement as "the premises": The Southeast '/4 of the Northeast '/4 of the Northwest '/< of Section 32 Township 22 North .canoe 5 East Willamette Meridian EXCEPT the North 315.00 feet thereof and EXCEPT the East 33.00 feet thereof in King County Washington. Purchaser hereby authorizes the insertion over his signature of the correct legal description of the above-designated property if unavailable at time of signing, or to correct the legal description previously entered if erroneous or incomplete. ?. Purchase Price: The purchase price is Two Hundred Ten Thousand Dollars ($210.000.00), payable in cash at closing. 3. Title: Title to the premises shall be marketable and free of all encumbrances or defects. Building or use restrictions general to the district, existing easements not inconsistent with the intended use of the parcel, and building or zoning regulations or provisions shall not be deemed encumbrances or defects. Seller agrees to furnish and deliver to Purchaser an extended form policy of title insurance, and REAL ESTATE PURCHASE AND SALE AGREEMENT- I as soon as practicable prior to closing, a preliminary commitment therefor, issued by a Title Insurance 'ompany of Purchaser's choice. The parties authorize the closing agent to apply for such title insurance upon the removal of all contingencies to this transaction. Seller agrees to assume any cancellation fee for the respective commitments or policies. The title policy to be issued shall contain no exceptions other than those provided in the extended form plus the encumbrances or defects noted in this paragraph. If title is not so insurable as above provided and cannot be made so insurable by the termination date set forth herein, this Agreement shall be terminated. 4. Convevance: Transfer of Seller's interest in the premises shall be by Statutory Warranty Deed: however, Seller shall retain a Sensitive Area Easement over that portion of the premises encumbered by wetlands, including the wetlands buffer area to be designated through the conditional use permit approval process. This transaction is exempt from real estate excise tax pursuant to WAC 458-61-420. In the event however that it is determined WAC 458-61-420 does not apply to this ansfer, the Seller is responsible for payment of the real estate excise tax. 5. Proration: In the event that anv of the following charges or obligations exist, they shall be prorated as of the date of closing: Taxes for the current year, rents, insurance, interest, mortgage reserves, water and other utilities constituting liens on the property. 6. Closins: This purchase shall be closed in the office of Warren, Barber, Dean & Fontes, P.S., Attorneys at Law. within 30 days from the date that the City of Kent approves a conditional use permit allowing the construction and operation of the new proposed Valley Communications Center. The Purchaser in good faith covenants and agrees to use its best efforts to obtain the conditional use permit by the earliest date possible. The parties anticipate that the conditional use permit will be granted within the next 180 days. If the Purchaser has not obtained the conditional use permit within 180 days REAL ESTATE PURCHASE AND SALE AGREEMENT-2 from the date of this agreement, this agreement shall terminate and shall be of no further force or effect, pless extended by mutual agreement between the Purchaser and Seller as provided in Section 7. The parties will deposit in escrow.with the closing agent all instruments and moneys necessary to complete this purchase in accordance with this Agreement. The cost of escrow shall be paid one-half (1/2) each by the parties. 7. Extension of Closing Date: Notwithstanding anything to the contrary herein, Purchaser may, but is not obligated to, request extensions of the closing date specified above. Each extension shall be for not more than forty-five (45) days. 8. Possession: Seller shall deliver possession to Purchaser on date of closing. 9. Condition of Property: The Purchaser has reserved the right to conduct a feasibility study to determine the suitability of the premises for Purchaser's intended usage. The scope and conditions of this feasibility study are set forth in paragraph 14 of this agreement. 10. Representations and Warranties of the Seller: Seller makes the following representations and warranties to Purchaser, which are true on the date of this Agreement and will be true on the closing date. The provisions of this Paragraph shall survive the closing of this transaction. A breach or failure of any representation or warranty in this Paragraph shall be a material default by Seller of this Agreement. a. With respect to the property, no civil or criminal litigation, notice of violation or administrative proceeding has been brought against or issued to Seller under the Environmental Laws. b. The Sellers have no knowledge of or reason to know that any hazardous substance (defined as any substance designated pursuant to Section 307(a) and 311(b)(2)(A) of the federal Clean Water Act, Section 112 of the federal Clean Water Act, Section 112 of the federal Clean Air Act, Section 3001 of the federal Resource Conservation and Recovery Act, Section 7 of the federal Toxic REAL ESTATE PURCHASE AND SALE AGREEMENT-; Substances Control Act, Section 201 of the Comprehensive Environmental Response Compensation and iability Act, or similar provisions of Washington law), has been deposited or is located on the premises. C. That neither Seller nor the premises is affected by any written or oral agreement which will prevent Seller's timely and full performance of all of Seller's obligations under this Agreement. d. That all utilities serving the premises are over valid easements of record or dedicated rights of way which have been accepted by the provider of the utilities. e. That Seller has fully disclosed to Purchaser all material information available to Seller with respect to the premises. f. That no improvements located on properties adjacent to the premises encroach upon the premises. 11. Default: If either party defaults in his contractual performance herein, the non- faulting party may seek specific performance pursuant to the terms of this Agreement, damages, or rescission. The non-defaulting party shall be entitled to recover its costs and attorney's fees in the event counsel is retained as a result of such default. 12. Miscellaneous: There are no verbal or other agreements that modify or affect this Agreement. Time is of the essence of this Agreement. Purchaser has not consulted with, nor discovered the respective parcels through the use of a realtor or other agent and there are no finders fees or commissions due upon this transaction. Facsimile transmission of any signed original document, and retransmission of any signed facsimile transmission, shall be the same as transmission of an original. At the request of either party, or the Closing Agent,the parties will confirm facsimile transmitted signatures by signing an original document. Notices given under this Agreement shall be in writing and shall be REAL ESTATE PURCHASE AND SALE .AGREEMENT-4 delivered personally with written receipt therefor, or sent by certified mail, return receipt requested, to ,e following addresses: Seller: City of Kent Attention: Don Wickstrom, City of Kent Director of Public Works 220 4t' Avenue South Kent, WA 98032 Purchaser: Valley Communications Center Chris Fischer Director, Valley Communications Center Kent, WA 98031 13. Residencv of Seller. Seller warrants to Escrow Agent that for purposes of U.S. income taxation Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate. 14. Contingencies: The obligation of the Purchaser under this Agreement is contingent upon e Purchaser obtaining a conditional use permit from the City of Kent for the construction and operation of the facility that the Purchaser intends to build on the property (the headquarters for Valley Communications Center), and is further contingent on approval of this sale by the Kent City Council. If the Purchaser is not able to obtain a conditional use permit, this agreement shall terminate and all rights or obligations of the parties under this agreement shall terminate and this agreement shall be of no further force or effect. q DATED: /l/©/J�/ l [ 1999. Seller: Purchaser: CITY OF KENT VALLEY COMMUNICATIONS CENTER Bv: By: L M or Jim White hris Fisher, Director REAL ESTATE PURCHASE AND SALE AGREEMENT-5 ATTEST: DE 7`( CLEeK REAL ESTATE PURCHASE AND SALE AGREEMENT-6 ADDENDUM ONE: REAL ESTATE PURCHASE AND SALE AGREEMENT THIS ADDENDUM MODIFIES ONLY PARAGRAPH FOUR(4) of the original agreement dated November 19, 1999, between the City of Kent("Seller"), and the Valley Communications Center, a Washington municipal corporation ('Purchaser'). Paragraph Four(4) is completely re-written as follows: 4. Conveyance: Transfer of Seller's interest in the premises shall be by Statutory Warranty Deed. Following the sale,however,the Purchaser shall conveyto Seller a Sensitive Area Easement over that portion of the premises defined by the City of Kent as wetlands,the wetlands buffer area, and any area of mitigation thereto as designated through the conditional use and other permit approval processes required by the City of Kent. This Sensitive Areas Easement shall be conveyed and recorded to the City of Kent by the purchaser within four(4) weeks of the date the City of Kent approves and thereby defines the limits of the easement through the permit approval process. If the purchaser does not convey this Sensitive Areas Easement within the time specified,the City of Kent shall have the right to withhold issuance of a certificate of occupancy for the building to be constructed on the site,until so conveyed. This transaction is exempt from real estate excise tax pursuant to WAC 458-61-120. In the event however it is determined WAC 458-61-420 does not apply to this transfer,the Seller is responsible for payment of the real estate excise tax. Seller: Purchaser: CITY OF KENT VALLEY COMMUNICATIONS CENTER By: Date:^ ` : Date: Mayor Jim White ris Fischer, Director