HomeMy WebLinkAboutCAG1997-0227 - Original - St. Demetrios Greek Orthodox Church - Purchase of 208th Street and Frager Road Property - 09/15/1997 REAL ESTATE PURCHASE AND SALE AGREEMENT
WITH EARNEST MONEY PROVISION
ST. DEMETRIOS GREEK ORTHODOX CHURCH
This contract controls the terms of the sale of real property.
This Agreement is entered between the CITY OF KENT, a Washington municipal
corporation, whose mailing address is 220 4th Ave. S, Kent, Washington 98032, ("Buyer"), and
President of the St.Demetrios Greek Orthodox Church Property,whose mailing address is 2100
Boyer Avenue East,Seattle,WA.98112,(206)325-4347,for the sale and purchase of real property
as follows:
1. PROPERTY. The property,including all improvements and appurtenances situated
thereon,which Buyer agrees to buy and Seller agrees to sell, is commonly known to be located at
approximately 208th Street and Frager Road, (north of 212th Street) Kent, Washington,
approximately 65.325 acres (the "Property"), and which Property is legally described in Exhibit A,
attached hereto and incorporated herein by this reference. A map indicating the location of the
Property is also attached as Exhibit B, incorporated herein by this reference.
2. EARNEST MONEY. Received from Buyer, Twenty-Five Thousand and No/100
Dollars ($25,000.00), as earnest money and part payment on the purchase price of the following
described real estate.
3. PURCHASE PRICE. The total purchase price for the Property is Six Hundred Fifty
Thousand and No/l00 Dollars ($650,000.00), including earnest money, payable on closing.
4. CONTINGENCIES. This agreement is contingent upon:
(a) Acceptance of its terms by the Kent City Council.
(b) Buyers review and approval of the title report on the property prior to Closing.
(c) Buyer's ability to assemble any additional adjoining properties that the Buyer
considers necessary in order to complete a project on this Subject Property.
(d) A Feasibility Study as follows:
(1) Buyer shall have six (6) months from the date of mutual acceptance of this
Agreement to determine, in Buyer's sole and absolute discretion, if the Real Property is feasible for
investment and/or development by Buyer.
REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 1 of 6
(2) If Buyer fails to notify Seller of its approval of the Real Property, in writing,
on or before the expiration of the feasibility period, then this Agreement shall be terminated, and
neither Buyer nor Seller shall have any further rights, duties or obligations hereunder, except that
the Earnest Money held in Accountable Escrow, by Buyer to Seller shall be immediately returned
to Buyer. Buyer agrees to return the Real Property to its original state(i.e.,fill all boring holes,etc.).
(3) Buyer's feasibility study may include (but is not limited to) soil studies,
wetland delineation, utilities availability and capacity, access availability, zoning, preliminary
architectural and engineering studies, marketing feasibility.
(4) Buyer agrees to conduct its feasibility study at its sole cost and expense; and
if Buyer does not remove the feasibility contingency on or before the expiration of the feasibility
period, then Buyer also agrees, if requested by Seller, to deliver to Seller copies of all information
and documentation obtained by Buyer in connection with its feasibility study.
Should any of these contingencies not be met prior to closing, then this Agreement shall
terminate except neither Buyer nor Seller shall have any further rights, duties or obligations
hereunder, except that the Earnest Money held in Pacific Northwest Title, by Buyer to Sellers shall
be immediately returned to Buyer.
5. CONVEYANCE AND CONDITION OF TITLE. The title to the real property
shall be conveyed by Seller to Buyer at closing by Statutory Warranty Deed, free and clear of all
liens, encumbrances or defects except those described in Paragraph 6 below.
6. TITLE INSURANCE. At Closing, Seller shall cause Pacific Northwest Title, 116
Washington Ave. North, Kent, Washington 98032-5717, to issue a standard form owner's policy
of title insurance to Buyer in an amount equal to the total purchase price of the Real Property, and
insuring the Real Property be discharged by Seller shall 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.
REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 2 of 6
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. Seller shall pay for excise tax and revenue stamps. Taxes for the current year, rents,
interest, Association, Condominium and/or Homeowner's fees, 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, 1998,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 Accountable Escrow, 1048 West James, Suite 102, Kent, Washington 98032, 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.
9. CASUALTY LOSS. If prior to closing, improvements on said premises shall be
destroyed or materially damaged by fire or other casualty, this agreement, at option of the Buyer,
shall become null and void.
10. POSSESSION. Buyer shall be entitled to possession on closing.
11. SELLER'S REPRESENTATIONS. Seller represents:
(a) that he/she will maintain the property and yard in present or better condition until
time of agreed possession,
(b) that he/she has no knowledge or notice from any governmental agency of any
violation of laws relating to the subject property except:
(c) that the property is not encumbered by any leases.
12. SELLER'S ENVIRONMENTAL REPRESENTATIONS. Seller represents that
to the best of his/her knowledge that he/she is not aware of existence of, or has caused or allowed
to be caused, any environmental condition (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,
REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 3 of 6
state or local law or may be the basis for the assertion of any third parry claims, including claims of
governmental entities. This provision shall survive the closing and be in addition to Seller's
obligation for breach of a representation or warranty as may be set forth herein.
13. SELLER'S INDEMNITIES: Seller agrees to indemnify and hold harmless the
Buyer,against and in respect of,any and all damages,claims, losses,liabilities,judgments,demands,
fees, obligations, assessments, and expenses and costs, including, without limitation, reasonable
legal, accounting, consulting, engineering and other expenses which may be imposed upon or
incurred by Buyer, or asserted against Buyer, by any other parry or parties (including, without
limitation, a governmental entity), arising out of or in connection with any environmental condition
existing as of and/or prior to the closing date, including the exposure of any person to any such
environmental condition, regardless of whether such environmental condition or exposure resulted
from activities of Seller or Seller's predecessors in interest.
This indemnity shall survive the closing and be in addition to Seller's obligation for breach
of a representation or warranty as may be set forth herein.
14. OTHER.
Right of First Refusal. The Buyer has first right of refusal for the purchase of 65.325 acres
of the subject property commonly known as 208th Street and Frager Road, (north of 212th Street)
Kent, Washington, and which Property is legally described in Exhibit "A".
15. DEFAULT AND ATTORNEY'S FEES.
(a) Buyer's Default. IF BUYER DEFAULTS HEREUNDER, SELLER'S SOLE
REMEDY SHALL BE LIMITED TO DAMAGES AGAINST PURCHASE IN THE LIQUIDATED
AMOUNT OF THE EARNEST MONEY PREVIOUSLY PAID THE BUYER. BUYER AND
SELLER INTEND THAT SAID AMOUNT CONSTITUTES LIQUIDATED DAMAGES: AND
SO AS TO AVOID OTHER COSTS AND EXPENSES TO EITHER PARTY IN CONNECTION
WITH POTENTIAL LITIGATION ON ACCOUNT OF BUYERS' 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.
REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 4 of 6
(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.
16. 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 that 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 Attorney before
signing.
17. NON-MERGER. The terms,conditions,and provisions of this Agreement shall not
be deemed merged into the deed, and shall survive the Closing and continue in full force and effect.
18. 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:
Lori Flemm
City of Kent
220 Fourth Avenue South
Kent, Washington 98032
(b) All notices to be given to Seller shall be addressed as
follows:
Either parry hereto may, by written notice to the other, designate such other address for the
giving of notices as being necessary. All notices shall be deemed given on the day such notice is
REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 5 of 6
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.
19. 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.
20. 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.
21. 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.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date set
forth below.
BUYER: SELLERS:
THE CIT OF KENT
By: By:
JI WHITE, MayoL Its
Dated: �� r �_ Dated
By:
Its:
Dated:
APPROVED AS TO FORM:
By:
R GE UBOVIC
CITY ATTORNEY
S AP UB LICII.A W\GREEKP&S.AGR
REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 6 of 6
' EXHIBIT A
Page 1 of 2
DESCRIPTION
ORDER NO. 349925-3
THE LAND REFERRED TO HEREIN IS DESCRIBED AS FOLLOWS :
THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION
10 , TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M. , IN KING COUNTY,
WASHINGTON;
EXCEPT DRAINAGE DISTRICT NO . 2 RIGHT OF WAY, AS CONDEMNED IN
PROCEEDINGS IN KING COUNTY SUPERIOR COURT CASE NO. 47302 ON
OCTOBER 9 , 1905 ;
ALSO EXCEPT THAT PORTION THEREOF LYING WITHIN 42ND AVENUE
SOUTH, 60 FEET IN WIDTH, FORMERLY KNOWN AS WILLIAM A.
JOHNSON COUNTY ROAD NO . 1423 ;
AND EXCEPT THAT PORTION THEREOF LYING WITHIN SOUTH 212TH
STREET 84 FEET IN WIDTH, ALSO KNOWN AS ORILLIA ROAD, AS
DESCRIBED IN DEED RECORDED UNDER RECORDING NO. 5954743 ;
TOGETHER WITH THOSE PORTIONS OF SECTIONS 2 , 3 , 10 AND 11 OF
TOWNSHIP 22 NORTH, SAID RANGE 4 EAST, W.M. , DESCRIBED AS
FOLLOWS :
BEGINNING ON THE SECTION LINE BETWEEN SAID SECTIONS 2 AND 3
AT A POINT WHICH IS NORTH 2002 , 2911 WEST 216 FEET FROM THE
CORNER COMMON TO SAID SECTIONS 2, 3 , 10 AND 11;
THENCE SOUTH 8900211311 WEST 826 . 85 FEET TO AN OLD FENCE;
THENCE NORTH ALONG SAID FENCE LINE 320 FEET, MORE OR LESS,
TO THE SOUTH LINE OF A TRACT OF LAND CONVEYED BY MORGAN
O'BRIEN AND WIFE TO RICHARD O' CONNELL BY DEED RECORDED IN
VOLUME 13 OF DEEDS , PAGE 654, RECORDS OF SAID COUNTY;
THENCE WEST ALONG THE SOUTH LINE OF SAID O' CONNELL TRACT 500
FEET, MORE OR LESS, TO THE WEST LINE OF SOUTHEAST QUARTER OF
SOUTHEAST QUARTER OF SAID SECTION 3 ;
THENCE SOUTH 104213611 EAST 537 .90 FEET TO THE SOUTHWEST
CORNER OF SAID SUBDIVISION;
THENCE SOUTH 001210411 EAST ALONG THE WEST LINE OF THE
NORTHEAST QUARTER OF NORTHEAST QUARTER OF NORTHEAST QUARTER
OF SAID SECTION 10 , A DISTANCE OF 290 . 72 FEET;
THENCE SOUTH 8905610711 EAST 2187 .98 FEET;
THENCE SOUTH 40056' EAST 147 .30 FEET;
THENCE SOUTH 82058 ' EAST 342 FEET, MORE OR LESS, TO THE WEST
BANK OF WHITE RIVER;
THENCE NORTHERLY ALONG SAID WEST BANK TO A POINT NORTH
8900211311 EAST OF THE POINT OF BEGINNING;
THENCE SOUTH 8900211311 WEST TO THE POINT OF BEGINNING;
EXCEPT' THAT PORTION CONTAINED WITHIN THE FOLLOWING TRACT:
(CONTINUED)
EXHIBIT A
Page 2 of 2
DESCRIPTION CONT.
ORDER N0. 349925-3
BEGINNING AT A POINT NORTH 77058 ' EAST 311 . 85 FEET FROM THE
SOUTHWEST CORNER OF SAID SECTION 2 ;
THENCE NORTH 88055 ' EAST 365 . 59 FEET;
THENCE NORTH 39050' WEST 88 . 30 FEET;
THENCE NORTH 29055 ' WEST 65 . 10 FEET;
THENCE NORTH 70027' WEST 40 . 80 FEET;
THENCE NORTH 8 9 0 2 0 ' WEST 229 . 70 FEET;
THENCE SOUTH 3013 ' WEST 143 . 90 FEET TO THE POINT OF
BEGINNING;
AND EXCEPT PORTIONS THEREOF LYING WITHIN FRAGER ROAD SOUTH
(COUNTY ROAD NO . 76) .
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.
THE DESCRIPTION CAN BE ABBREVIATED AS SUGGESTED BELOW IF
NECESSARY TO MEET STANDARDIZATION REQUIREMENTS . THE FULL
TEXT OF THE DESCRIPTION MUST APPEAR IN THE DOCUMENT (S) TO BE
INSURED .
SECTION 10 TOWNSHIP 22 RANGE 4 NORTH HALF OF THE NE QUARTER.
AND
SECTION 11 TOWNSHIP 22 RANGE 4 NW QUARTER NW QUARTER.
AND
SECTION 3 TOWNSHIP 22 RANGE 4 SE QUARTER SE QUARTER.
AND
SECTION 2 TOWNSHIP 22 RANGE 4 SW QUARTER SW QUARTER.
EXHIBIT B Page 1 9f 4
oRbER No. 3 q ?7� s- 3
TWP d RNG
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This Sketch is funished as a courtesy only by First American SEC N
Title Insurance ComPanY and it is NET a part of any title
commitment or policy of title insurance.
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This sketch is furnished solely for the purpose of assisting in
locating thepremises and does not purport to show all highways, WE
roads,or easements affecting the property. No reliance should
be placed upon this sketch for the location or dimensions of the
property and no liability is assumed for the correctness thereof.
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N TI E ORDER NO. 3 V F 5/; l
This Sketch is furnished as a courtesy only by First American SEC ! TWPA ,� RNG
Title Insurance Company and it is NOT a part of any title N
commitment or policy of title insurance.
This sketch is furnished solely for the purpose of assisting in T •be
locating the premises and does not purport to show all highways, W T40
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roads,or easements affecting the property. No reliance should
be placed upon this sketch for the location or dimensions of the
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ORDER NO.
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This Sketch is furnished as a courtesy only by First American SEC ��', TWP—� RIvG 7
Title Insurance Company and it is NOT a part of any title
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commitment or policy of title insurance.
This sketch is furnished solely for the purpose of assisting in
locating the premises and does not purport to show all highways, W g
roads, or easements affecting the property. No reliance should
be placed upon this stretch for the location or dimensions of the
property and no liability is assumed for the correctness thereof.
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ORDER NO. �
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This Sketch is furnished as a courtesy only by First American N
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commitment or policy of title insurance.
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