HomeMy WebLinkAboutPW08-133 - Original - Lotto, Michael - Real Estate Purchase - 02/21/2008 REAL ESTATE PURCHASE AND SALE AGREEMENT
BETWEEN THE CITY OF KENT AND 'MICHAEL'S. LOTTO
This Agreement is entered between the CITY OF KENT, a Washington municipal
corporation, whose mailing address is 220 4th Avenue South, Kent, Washington 98032-
5895, ("Buyer"), and Michael Lotto ("Seller"), who's mailing address is c/o Morgan Llewelyn,
PO BOX 902 Kent, WA 98035 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 known as of King
County tax parcel number 232204-9020 located at Frager Road, and legally described in
Exhibit A, attached and incorporated by this reference (the "Property"), A map indicating
the location of the Property is also attached as Exhibit B. incorporated by this reference.
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2. PURCHASE PRICE. The purchase price for the Property will be•em-Hundred
Seroeq-F-iro^e-Thousand Dollars and No/100 (US ). The purchase price will be
payable on Closing. Z�,Smr&00 /
3. CONTINGENCIES. This agreement is contingent upon:
(a) Buyer's review and approval of the title report on the Property prior to
Closing.
(b) The sale of the Property is contingent on appropriation by the City
Council of the City of Kent and approval by the Salmon Recovery
Funding Board of funds sufficient to close the sale.
(c) Buyers review and acceptance of a feasibility study as follows:
(i) 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
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
Real Estate Purchase and Sale Agreement - Page 1 of 7
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, and marketing
feasibility.
(ill) 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 which 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.
If Buyer fails to notify Seller of the removal of the contingencies in 3
above, In writing, on or before thirty (30) 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 as follows: Buyer's obligation to
indemnify and hold harmless In 3(c) shall continue, and Buyer shall return the Property
to its original state prior to Buyer's entry for the feasibility study.
4. 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 except those described in Paragraph 6 below.
5. TITLE INSURANCE. At Closing, Seller shall cause Stewart Title, 18000
Real Estate Purchase and Sale Agreement - Page 2 of 7
International Blvd. South, Suite 510, SeaTac, WA 98188, to issue standard coverage
owner's policy of title insurance to Buyer in an amount equal to the total purchase price of
the Property. For purposes of this Agreement, the following shall not be deemed
encumbrances or defects: rights reserved in federal patents or state deeds, building or use
restrictions consistent with current zoning. If title cannot be made so insurable prior to the
Closing date, unless, Buyer elects to waive such defects or encumbrances, this Agreement
shall terminate.
6. CLOSING COSTS AND PRO-RATIONS. The cost of escrow shall be paid by
the Buyer, except those fees that 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.
7. CLOSING OF THE SALE. WITH THE UNDERSTANDING THAT TIME IS OF
THE ESSENCE FOR THIS AGREEMENT, this sale shall be closed no later than March 15, 2008
unless otherwise agreed in writing by mutual agreement of the parties. When notified, the
Buyer and Seller will deposit, without delay, in escrow with Stewart Title, 1420 Fifth
Avenue, Suite 500, Seattle, WA 98101 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 ("Closing").
S. POSSESSION. Buyer shall be entitled to possession on Closing.
9. SELLER'S REPRESENTATIONS. Seller agrees as follows:
(a) That he will maintain the Property In present or better condition until
time of agreed possession.
(b) That he has no knowledge or notice from any governmental agency of
any violation of laws relating to the subject property except: NOS
(c) Seller agrees to remove all personal property from the Property prior
to Closing.
10. SELLER'S ENVIRONMENTAL REPRESENTATIONS. Seller represents that
Real Estate Purchase and Sale Agreement - Page 3 of 7
to the best of his knowledge that he is not aware of existence of, or has caused or allowed
to be caused, any environmental condition arising or occurring during Seller's ownership of
the Property (including, without limitation, a spill, discharge or contamination). This
provision shall survive the Closing.
11. SELLER'S INDEMNITIES. Seller agrees to indemnify and hold harmless the
Buyer, against any and all damages, losses, liabilities, judgments, assessments, and
expenses and costs, including reasonable legal, accounting, consulting, engineering and
other fees which may be incurred by Buyer, or asserted against Buyer, by any other party
or parties (including, without limitation, a governmental entity), arising out of 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.
12. DEFAULT AND ATTORNEY'S FEES.
(a) Buyer's Default. If Buyer defaults hereunder, Seller's sole remedy
shall be limited to damages in the amount of One-Thousand, Five-Hundred and NO/00 (USD
$1,500.00) which is hereby agreed to be a reasonable amount sufficient to cover any
damages. Buyer and Seller intend that this amount constitutes liquidated damages in order
to avoid other costs and expenses to either party in connection with potential litigation on
account of Buyers' default.
Buyer and Seller believe this amount to be a fair estimate of actual damages.
BUYER'S INITIALS: SELLER'S INITIALS:
Suzette Cooke, Mayor
(b) Seller's Default. If Seller defaults hereunder, Buyer shall have all
the rights and remedies available at law or in equity.
(c) Attorneys 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 costs
and attorney's fees.
Real Estate Purchase and Sale Agreement - Page 4 of 7
13. 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.
14. 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) AI noti s to be given to Buyer shall be addressed as follows:
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(b) All notices to be given to Seller shall be addressed as oolows:
Either party hereto may, by written notice to the other, designate suc 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 section.
15. 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.
16. BINDING EFFECT AND SURVIVAL. This Agreement shall be binding upon
parties hereto and their respective heirs, successors and assigns.
17. 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.
18. EXPIRATION OF OFFER. Seller shall have only until 5:00 p.m. on
FEBRUARY 15"', 2008, to accept the Purchase and Sale Agreement as written, by delivering
a signed copy thereof to the Buyer. If Seller does not so deliver a signed copy within said
period, this Agreement shall lapse and all right of the parties hereunder shall terminate.
Real Estate Purchase and Sale Agreement- Page 5 of 7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date set forth below.
BUYER: SELLER:
CITY OF
S z e Cooke Michael Lotto
It /
D Dated:
APPROVED AS TO FORM:
(�O� V /
Kent Law Department
Real Estate Purchase and Sale Agreement - Page 6 of 7
KING COUNTY FLOOD HAZARD REDUCTION PROGRAM
MULLEN SLOUGH PROJECT
LOTTO PARCEL
EXHIBIT A
LEGAL DESCRIPTION
That portion of Government Lot 11, Section 23, Township 22 North, Range 4 East, W.M., in
King County, Washington, which lies Southerly and Westerly of County Road No. 76
(sometimes referred to as Fraeger Road), Northerly of the most Northerly margin of state
Route SR 516 as conveyed to the State of Washington by deed recorded under King County
Recording No. 7103240276 and lying Easterly of the following described line:
Beginning at a point 2,940 feet East of the Southwest corner of said Section 23;
Thence North to the most Northerly line of said State Route SR 516to the beginning of this
line;
Thence continuing North to the Southwesterly margin of said County Road No. 76 and the
terminus of said line.
Real Estate Purchase and Sale Agreement - Page 7 of 7
'B LoExhibit ;a F arcel: `232204=9_�2�:
2322049085 2322049084
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•_ �f, 2322049086
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23 204 OR
232204UhGY1d
2322049049
�Y 2322049020
k' A Kent
,L 9220 9028
2322 T
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2322049018
2322049046 i
2322049091 Vi
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