HomeMy WebLinkAboutPK04-235 - Original - Melvin & Karen Lake - Parcel 2122059003 - 07/21/2004 REAL ESTATE PURCHASE AND SALE AGREEMENT
WITH EARNEST MONEY PROVISION
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
MELVIN HAROLD AND KAREN JOYCE LAKE, husband and wife, whose mailing address
is 12665 SE 240`h Street , Kent, Washington, ("Seller"), 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 approximately 2.5 acres
comprised of King County tax parcel number 2122059003, legally described in Exhibit A,
attached hereto and incorporated herein by this reference ("Property"). A map indicating the
location of the Property is also attached as Exhibit B, incorporated herein by this reference. The
parties agree to amend Exhibit A to conform to the preliminary title report in section 5.b., if
necessary,within thirty(30) days of mutual acceptance.
2. EARNEST MONEY. Upon mutual acceptance of this Agreement, Buyer shall
deposit with Pacific Northwest Title Company, 116 Washington Avenue N., Kent, Washington
98032, Thirty Thousand and No/100 Dollars ($30,000) in the form of a City of Kent Purchase
Order ("the "Purchase Order"), as refundable earnest money to be applied towards the purchase
price of the Property payable at Closing. The Purchase Order shall be funded and converted to
cash within fifteen (15) days of mutual acceptance of this Agreement.
3. PURCHASE PRICE.
(a) The purchase price for the Property will be Three Hundred Fifty Thousand
Dollars and No/l00 ($350,000.00).
(b) The purchase price shall be payable in cash at Closing.
4. CONTINGENCIES. This Agreement is contingent upon:
(a) Acceptance of its terms by the Kent City Council.
(b) Buyer's review and approval of the title report according to Section 5(b).
(c) Buyer's receipt of an appraisal of at least Three Hundred Fifty Thousand
Dollars ($350,000.00) within forty-five(45) days of mutual acceptance of this Agreement. If the
appraised value is Three Hundred Seventy-five Thousand or more, Seller shall have the right to
terminate this Agreement.
REAL ESTATE PURCHASE AND SALE AGREEMENT 7/14/2004
WITH EARNEST MONEY PROVISIONS—Page 1 of 7
(between City of Kent and Melvin and Karen Lake)
(d) A Feasibility Study as follows:
(i) Buyer shall have forty-five (45) days 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. Buyer agrees to assume all
liability for and to defend, indemnify and save Seller harmless from all liability and expense
(including reasonable attorneys' fees) in connection with all claims, suits and actions of every
name, kind and description brought against Seller or its agents or employees by any person or
entity as a result of or on account of injuries or damages to persons, entities and/or property
received or sustained, arising out of, in connection with or as a result of the acts or omissions of
Buyer or its agents or employees in exercising its rights under the right of entry granted in this
Section, except for claims caused by Seller's negligence.
(ii) Buyer's feasibility study may include (but is not limited to) a
Phase I and/or Phase II environmental assessment, utilities availability and capacity, access
availability, zoning, preliminary architectural and engineering studies, marketing feasibility.
(iii) A Phase I environmental assessment generally will consist of a
review of title of ownership and land use, review of geologic and hydrologic maps of the area,
review of federal and state databases for known hazardous water generators or contaminated
sites and a site visit. If the Phase I review reveals the potential of a contaminated site, a Phase II
environmental assessment may be conducted wluch generally will consist of on-site sampling,
including the digging or boring of test holes for soil samples. BY EXECUTING THIS
AGREEMENT, SELLER HEREBY AUTHORIZES BUYER A RIGHT OF ENTRY ON TO
THE PROPERTY FOR THE PURPOSE OF CONDUCTING THIS FEASIBILITY STUDY
INCLUDING A PHASE I, AND IF NECESSARY, A PHASE II ENVIRONMENTAL
ASSESSMENT. SELLER WILL BE NOTIFIED IF A PHASE II ENVIRONMENTAL
ASSESSMENT IS TO BE CONDUCTED.
(iv) 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 or developed by Buyer in connection
with its feasibility study.
(e) If Buyer fails to notify Seller of the removal of the contingencies in
4(c) and 4(d) above, in writing, on or before forty-five (45) days after mutual acceptance,
then this Agreement shall be terminated, and neither Buyer nor Seller shall have any further
rights, duties or obligations hereunder, except that the refundable earnest money held by
Pacific Northwest Title shall be immediately returned to Buyer. Buyer agrees to return the
Real Property to its original state (i.e., fill all boring holes, etc.). If the contingencies in 4(c)
and 4(d) above are satisfied, Buyer shall, within five (5) business days, notify Pacific
Northwest Title to release the refundable portion of the earnest money to Seller.
REAL ESTATE PURCHASE AND SALE AGREEMENT 7/14/2004
WITH EARNEST MONEY PROVISIONS—Page 2 of 7
(between City of Kent and Melvin and Karen Lake)
(f) Should any of the contingencies not be satisfied by their deadlines or prior to
Closing, then this Agreement shall terminate and neither Buyer nor Seller shall have any further
rights, duties or obligations hereunder, other than the obligation of Buyer to indemnify and hold
Seller harmless set forth in subsection 4(d). In such event the refundable portion of the earnest
money shall be returned to Buyer within ten(10)days of Buyer sending notice to Seller.
5. TITLE
(a) Conveyance. At Closing Seller shall convey to Buyer fee simple title to
the Property by duly executed and acknowledged statutory warranty deed (the "Deed"), free and
clear of all defects and encumbrances. For purposes of this Agreement, the following shall not
be deemed encumbrances or defects: 1) reasonable and customary rights reserved in federal
patents or state deeds; 2) building or use record; 3) those exceptions that Buyer approves
pursuant to this Agreement; and 4) reservation of the easement in section 11 (the "Permitted
Exceptions").
(b) Preliminary commitment. Buyer shall order a preliminary commitment
for an owner's standard coverage policy of title insurance in the amount of the purchase price of
the property to be issued by Pacific Northwest Title Company, whose address and telephone
number is 116 Washington Avenue N., Kent, Washington 98032, (253) 520-0805 (the "Title
Company") and accompanied by copies of all documents referred to in the commitment (the
"Preliminary Commitment"). Buyer shall advise Seller by written notice what exceptions to
title, if any, are disapproved by Buyer ("Disapproved Exceptions") within fifteen (15) business
days of receipt of the Preliminary Commitment and legible copies of all exceptions to title shown
in the Preliminary Commitment. Seller will have fifteen(15) days after receipt of Buyer's notice
to give Buyer notice that(i) Seller will remove Disapproved Exceptions or(ii) Seller elects not to
remove Disapproved Exceptions. If Seller fails to give Buyer notice before the expiration of the
fifteen (15) day period, Seller will be deemed to have elected not to remove Disapproved
Exceptions.
If Seller elects not to remove any nonmonetary Disapproved Exemptions,
Buyer will have until the expiration of the feasibility study period to notify Seller of Buyer's
election either to proceed with the purchase and take the Property subject to those exceptions, or
to terminate this Agreement within fifteen (15) business days after receipt of Seller's notice. If
Buyer elects to terminate this Agreement under this Section, the escrow will be terminated, the
refundable earnest money will be returned to Buyer, all documents and other funds will be
returned to the party who deposited them, and neither party will have any further rights or
obligations under this Agreement except as otherwise provided herein. If this Agreement is
terminated through no fault of Seller, then Buyer shall pay any costs of terminating the escrow
and any cancellation fee for the Preliminary Commitment.
(c) Title policy. Seller shall cause the title company to issue to Buyer at
Closing a standard coverage owner's policy of title insurance insuring Buyer's title to the
REAL ESTATE PURCHASE AND SALE AGREEMENT 7/14/2004
WITH EARNEST MONEY PROVISIONS—Page 3 of 7
(between City of Kent and Melvin and Karen Lake)
b
Property in the full amount of the purchase price subject only to the Permitted Exceptions (the
"Title Policy"). The Title Policy must be dated as of the Closing date.
6. 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.
7. CLOSING OF THE SALE. WITH THE UNDERSTANDING THAT TIME IS
OF THE ESSENCE FOR THIS AGREEMENT, this sale shall be closed on or before September
15, 2004, or fourteen (14) days after the removal of all contingencies in section 4, whichever is
sooner, unless said Closing date is extended in writing by mutual agreement of the parties
("Closing"). When notified,the Buyer and Seller will deposit,without delay, in escrow with Closing
Agent, all instruments and monies required to complete the transaction in accordance with this
Agreement. At Closing all documents will be executed and the sale proceeds will be available for
disbursement to the Seller.
8. CASUALTY LOSS. If prior to Closing, improvements on said premises shall be
destroyed or materially damaged by fire or other casualty, Buyer shall have the option of terminating
the Agreement.
9. POSSESSION. Buyer shall be entitled to possession on Closing.
10. BUYER'S OBLIGATIONS AFTER CLOSING.
(a) Buyer agrees to repair or remove the two small outbuildings currently
located on the Property within six (6) months of Closing.
g„s ,,, Q(b) Buyer agrees to install a five foot (5') high, chain link fence along the
_,A,;: -ed a of King County tax parcel numbers 2122059003 and 2122059183. Buyer will
complete installation within 120 days of Closing.
(c) Buyer agrees to offer Seller's current month-to-month tenants a rental
agreement with Buyer. The rental agreement offered would give the tenant's ninety (90) days
notice, during the first twelve (12) months of the Agreement, of any increase in rent.
(d) Buyer agrees to cooperate, at no cost to Buyer, with any 1031 exchange
that Seller may enter into regarding the Property.
11. RESERVE INGRESS AND EGRESS EASEMENT. Seller shall reserve in
the Deed an easement for ingress and egress, and utilities over, under, and across the easterly
30 feet of the Property for the benefit of Seller's real property known as King County tax
parcel numbers 2122059157 and 2122059153. The easement reservation in the Deed shall
include a provision that maintenance of the easement area will be performed by the Buyer until
REAL ESTATE PURCHASE AND SALE AGREEMENT 7/14/2004
WITH EARNEST MONEY PROVISIONS—Page 4 of 7
(between City of Kent and Melvin and Karen Lake)
such time as Seller's property is subdivided or sold, at which time Buyer will contribute 50%
of maintenance costs and Seller or Seller's successors in interest shall contribute 50%. The
parties agree to amend the Agreement to include a legal description of Seller's real property
within thirty(30) days of mutual acceptance.
12. SELLER'S REPRESENTATIONS. Seller represents:
(a) that he/she will maintain the property in present or better condition until
time of agreed possession,reasonable wear and tear excepted;
(b) that he/she has no knowledge or notice from any governmental agency of
any violation of laws relating to the subject property except:
; and
(c) that the property is not encumbered by any leases, other than the month-
to-month tenancy of Robert Vinson at 12651 SE 240`", Kent, Washington
13. 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 environment 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, 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 and be in
addition to Seller's obligation for breach of a representation or warranty as may be set forth
herein.
14. 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/or other expenses which may be
imposed upon or incurred by Buyer, or asserted against Buyer, by any other party or parties
(including, without limitation, a governmental entity), arising out of or in connection with any
breach of the representations made in Sections 12 and 13 of this Agreement. This indemnity
shall survive the Closing.
15. USE OF LAND. The parties agree that Seller desires to restrict the use of the
Property to a park and open space, and thereby eliminate any possible future development of the
Property.
REAL ESTATE PURCHASE AND SALE AGREEMENT 7/14/2004
WITH EARNEST MONEY PROVISIONS—Page 5 of 7
(between Cary of Kent and Melvin and Karen Lake)
a
f
16. DEFAULT AND ATTORNEY'S FEES.
(a) Buyer's Default If Buyer defaults hereunder, other than with respect to
its obligation to indemnify and hold Seller harmless set forth in subsection 4(d), Seller's sole
monetary remedy shall be limited to damages in the liquidated amount of the earnest money
previously paid into escrow or to Seller in the amount of Thirty Thousand Dollars and NO/100ths
($30,000.00). Buyer and Seller intend that said amount constitutes liquidated damages in order 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, the prevailing party shall be awarded its reasonable attorney's fees and
costs.
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:
John Hodgson,Director
Parks,Recreation&Community Services Department
City of Kent
220 Fourth Avenue South
Kent,Washington 98032
(b) All notices to be given to Seller shall be addressed as follows:
Dr. and Mrs.Melvin Lake
12665 SE 240a'Street
Kent,Washington 98031
Either party 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 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.
REAL ESTATE PURCHASE AND SALE AGREEMENT 7/14/2004
WITH EARNEST MONEY PROVISIONS—Page 6 of 7
(between City of Kent and Melvin and Karen Lake)
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.
22. CONFIDENTIALITY. Prior to Closing of the purchase of the Property, Buyer
will not distribute or divulge, or allow its agents or consultants to distribute or divulge, the
information or materials Buyer and its agents and consultants may generate in connection with
Buyer's feasibility study to other persons except as may be required by law. Buyer further agrees
that prior to Closing, except as may be required by law, it will not further divulge or further
distribute any information or materials concerning the Property except with Seller's consent. If
Buyer elects not to purchase the Property, and if Seller requests copies of the written reports and
studies prepared for Buyer in connection with this Agreement, then Buyer will deliver to Seller
copies of the final reports and studies. Buyer will, in that event, cooperate reasonably with Seller
to coordinate Seller's communications with the consultants used by Buyer.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
set forth below.
BUYER: SELLERS:
CIT KENT ME,,-L-'VINN HAROLD LAKE
By: L -�-- -
Ji ite, Mayor ,/ Melvin Harold Lake
Dat �—�}� Dated: 9—#5—Q4
APPROVED AS TO FORM: KAREN J. LAKE
Kent Law Department lGeh J. Lal
Dated: S
P\QnI1FILES\OpenFiks\0807\PEPSA-Lake doc
REAL ESTATE PURCHASE AND SALE AGREEMENT 7/14/2004
WITH EARNEST MONEY PROVISIONS—Page 7 of 7
(between City of Kent and Melvin and Karen Lake)
A ,
EXHIBIT A
Order No. 569659
A.L.T.A. COMMITMENT
SCHEDULE A
Page 2
The land referred to in this commitment is situated in the State of
Washington, and described as follows:
Lot 1, King County Short Plat Number 674032, recorded under
Recording Number 7708030801; said short plat being a portion of the
east half of the northwest quarter of the northeast quarter of
Section 21, Township 22 North, Range 5 East, W.M. , in King County,
Washington;
E4-CENT that pertlozz of Lot *. .lying northerly of a line 50 feet
southerly of and parallel with the centerline of SE 240th Street as
surveyed by King County Road Survey Number 21-22-5-13 as conveyed to
King County by deed recorded under Recording Number 960411149B.
END OF SCHEDULE A
NOTE FOR INFORMATIONAL PURPOSES ONLY:
The following may be used as an abbreviated legal description on the
documents to be recorded, per amended RCW 65.04. Said abbreviated
legal description is not a substitute for a complete legal description
within the body of the document.
NE, 21-22-05
EXHIBIT B
Short Plat No . 674032
SE. 16-22-•5
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PACIFIC NORTHWFST TITLE Order No . 569659
Company of Washington, Inc.
IMPORTANT: This is not a Plat of Survey. It is furnished as a
convenience to locate the land indicated hereon with reference to
streets and other land. No liability is assumed by reason of reliance
hereon.