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Home My WebLink AboutAD10-160 - Original - Regional Fire Authority (RFA) - Sale of Station 76 - 06/30/2010 REAL ESTATE PURCHASE AND SALE AGREEMENT BETWEEN THE KENT FIRE DEPARTMENT REGIONAL FIRE AUTHORITY AND THE CITY OF KENT FOR "STATION 76" This Agreement is entered between the KENT FIRE DEPARTMENT REGIONAL FIRE AUTHORITY (RFA), a Washington municipal corporation, whose mailing address is 24611 116th Avenue S.E., Kent, Washington 98030 ("Buyer"), and the CITY OF KENT, a Washington municipal corporation, whose mailing address is 220 4th Avenue South, Kent, Washington, 98032-5895, ("Seller"), Washington, 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 King County tax parcel number 6314400101, located at 20676 72nd Avenue South, Kent, Washington, 98032, and legally described in Exhibit A, attached and incorporated by this reference (the "Property") (Buyer and Seller authorize Closing Agent to correct, over their signatures, the legal description of the property). A map indicating the location of the Property is also attached as Exhibit B, incorporated by this reference. 2. PURCHASE PRICE. The total purchase price for the Property is one dollar and other valuable consideration payable on Closing. 3. CONTINGENCIES. This agreement is contingent upon: (a) Acceptance of its terms by the Kent City Council (b) Acceptance of its terms by the RFA Governing Board (c) Buyer's review and approval of the title report on the Property prior to Closing Should any of these contingencies set forth above not be met or removed prior to Closing or the earlier date specified, then this Agreement shall terminate and neither Buyer nor Seller shall have any further rights, duties or obligations hereunder. Real Estate Purchase and Sale Agreement Page 1 of 7 2010 Station 76 Arl 4. CONVEYANCE AND CONDITION OF TITLE. The title to the Property shall be conveyed by Seller to Buyer at Closing by Quit Claim Deed ("Deed") including after acquired title, which shall include a reversionary interest for the Seller as provided below. Buyer and Seller acknowledge that the reason the purchase price for the Property is substantially less than fair market value is in consideration of Seller conveying a determinable fee estate to Buyer. Buyer expressly accepts the reduced purchase price in exchange for the limitation on unrestricted use of the Property. This substantially reduced purchase price in exchange for a reversionary interest was contemplated and negotiated by the parties during the planning and inception of the RFA. See Regional Fire Authority Plan, Section 7, adopted November 4, 2009 and revised December 8, 2009. The { parties acknowledge that the purpose of the limitation on use is a legitimate interest in the Property continuing to serve the public safety purpose for which it was purchased. The Deed shall include the following: Grantee shall have and hold said Property only so long as the same shall be allocated for the uses of a regional fire authority, it is the intent of the Grantor to vest the Grantee an estate in determinable fee simple in the Property which shall automatically terminate upon allocation of the Property for any purpose other than those herein described. L I 5. TITLE INSURANCE. At Closing, Seller shall cause Pacific Northwest Title, 116 Washington Avenue North, Kent, Washington, 98032, to issue standard coverage owner's policy of title insurance to Buyer in an amount equal to the tax assessed value of the Property. The cost of the title insurance shall be paid by Buyer at Closing. 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, and utility and road easements of record. 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. Real Estate Purchase and Sale Agreement Page 2 of 7 2010 Station 76 6. CLOSING COSTS AND PRO-RATIONS. The cost of escrow shall be paid by Buyer, except those fees that are expressly limited by Federal Regulation. Seller shall pay for all applicable revenue stamps and excise tax. Taxes for the current year, interest, water and other utility charges, if any, shall be pro-rated as of date of Closing unless otherwise agreed. 1, 7. CLOSING OF THE SALE. WITH THE UNDERSTANDING THAT TIME IS OF THE ESSENCE FOR THIS AGREEMENT, this sale shall be closed on July 13, 2010, which shall also be the termination date of the 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, 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"). 8. 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. 9. POSSESSION. Buyer shall be entitled to possession on Closing. 10. SELLER DISCLOSURE; BUYER PURCHASING THE PROPERTY `NAS IS." The Property is being sold and purchased in "as is, where is condition without representations and warranties" expressed or implied. Buyer acknowledges that they are not relying on any Seller representations, statements, guarantees or warranties of any kind including, without limitation, the physical condition of the property and any improvements located thereon, or their suitability for any particular purpose or of merchantability. Buyer shall rely on its own investigations of the Property in determining whether to acquire it. The provisions of this Real Estate Purchase and Sale Agreement Page 3 of 7 2010 Station 76 paragraph are a material part of the consideration for Seller entering into this Agreement, and shall survive Closing. 11. DEFAULT AND ATTORNEWS FEES. If Buyer or Seller default hereunder, both parties shall have all the rights and remedies available at law or in equity. In the event of litigation to enforce any of the terms or provisions herein, each party will pay its own costs and attorney fees. 12. 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. 13. 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: CITY OF KENT John Hodgson Chief Administrative Officer 220 Fourth Avenue South Kent, WA 98032-5895 (253)856-5710 Telephone (253)856-6700 Facsimile A (b) All notices to be given to Seller shall be addressed as follows: KENT FIRE DEPARTMENT REGIONAL FIRE AUTHORITY Pat Pawlak Division Chief Administrative Support Services 24611 116th Avenue S.E. Kent, WA 98030 (253)856-4300 Telephone (253)856-6300 Facsimile 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 Real Estate Purchase and Sale Agreement Page 4 of 7 2010 Station 76 facsimile transmission, or on the third day following the day such notice is mailed in accordance with this paragraph. 14. 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. 15. BINDING EFFECT AND SURVIVIAL. This Agreement shall be binding upon parties hereto and their respective heirs, successors and assigns. 16. DATE OF MUTUAL ACCEPTANCE. For the purpose 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. SELLER BUYER CITY OF KENT KENT FIRE DEPARTMENT REGIONAALf FIRE AUTHORITY By: li By: �t�/i..� oSCI�•�c,= Pr nt N e: Suzette Cooke Print Name: -31rA SCN•V 6 A0Q%C ts: Ma or Its: G'eae4W Date: 6 3d a Date: 01— O t- /O APPROVED AS TO FORM: APPROVED AS TO FORM: By; l �� / J ,. 1 By: Kent Law Department Brian Snure Legal Counsel for Kent Fire Department Regional Fire Authority P:\Ciwl\Files\Open Poles\1421-Regional Fire Authority\Pratt P&S, Leases\PurchaseAndSaleStation76ToMayor docx Real Estate Purchase and Sale Agreement Page 5 of 7 2010 Station 76 . e Station 76 Exhibit A Legal Description: Tract 5,O'Brien Station Carden Tracts,according to the plat thereof recorded in Volume 12 of Plats,page 34,in King County,Snla;bington, Except that poruon lying Southerly of the Northerly boundary of Drainage District No.1; And Except the West 10 fett conveyed to the City of Kent fnr 12nd Avenue South by deed recorded under Rcoorduig No 660117018J; Together with all of South 206th Street adjoining on the North as vacated by City of Kent Ordinance No.2753, recorded under Recording No 8712160643 and as conve3�d to the City of Kent under Reacrdmg No 8708200966, Real Estate Purchase and Sale Agreement Page 6 of 7 2010 Station 76 Station 76 Exhibit B O' Brien Station Garden Tracts 12/54 • 1}e2,91 ' •�.�]^ 169� JT f _..__............ ._.. 5 N6TH:S nnpwe i I , 0107 � I^ !4�N11Y_ _ Jui'�ki Kursv � 1 f t 1 I j I . I I i { s a,-U-,s IF Iflr A[N 91a6� 90l® FK0.b Real Estate Purchase and Sale Agreement Page 7 of 7 2010 Station 76 REQUEST FOR MAYOR'S SIGNATURE KENT Please Fill in All Applicable Boxes WASNINGTON Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Originator �1£ti� � �i�� 1�1 CC Phone (Ongrnato£) Date Sent (t''7 (L; Date Required. (Q - j _ lO Return Signed Document to: CONTRACT TERMINATION DATE: VENDOR NAME: DATE OF COUNCIL APPROVAL: Brief Explanation of Document: r� � f Q j Cd 1 /& �CY�� All Contracts Must Be Routed Through the Law Department (This Area to be Completed 8y the Law Department) Recerved t,. r • t • Approval of Law Dept.- / JUN 2 8 2010 i�ity of Kent Law Dept. Comments. office of the Mayor Date Forwarded to Mayor- Shaded Areas to Be Completed by Administration Staff Received: Recommendations & Comments: Disposition l4 Date Returned _ age58,-0 • 3/05