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HomeMy WebLinkAboutCAG2022-327 - Original - Susan Ruth, Personal Rep of the Estate of William E. Ruth - Ruth Property Acquisition - 08/08/2022rr-,N LI I T tJT AEIT I UFFI\IAL L')E I'IILI Agreement Routing Form For Approvals, Signaturcs and Rccords Management Thls form combines & replaces the Request for Mayo/s Signature and Contract Cover sheet fotms. (Prlnt on pink or cherry colored paper) Sup/Mgr: '{ { Dir Asst: 4- Dir/Dep: / t- KENT (Optional) lvlrHrN6ToN E ol-o.o. Originator: Lynn Osborn Department: :Parks, Recreation & Community Services Date Sent: oB/03/2022 Date Required: Earliest opportunity Please Authorized to Sign: [7lM.yoror Designee Date of Counci I Approval: oB/02/2022 Budqet Account Number: P270t2 Budget? @ves[r.ro Grant?ruoE Type: l\/fi co Po ELorF E +,tro EooL C'r Vendor Name: Susan Ruth, Personal Rep. of the Estate of William E. Ruth Category: ffiraeF ?ur"hn'-,/s az'e Vendor Number:5ub-Category: Original Project Name: qs1fi Property Acquisition ProjectDetails: purchase and Sale Agreement for the Ruth property at Clark Lake, located at I241.O SE 248th Street and consisting of King county tax parcels 2t2205-9097, -9098, and -9037 Agreement Amount: $7, 200,000. 00 start Date: 0810212022 Basisfor Selection of Contractor: Othef ' Memo to Moyor must be attached TerminationDate: 0813112022 Local Businessf Mves lf meets rcquircmengper KCC j.7L.lOQ please completellendorPurchase-Local Exceptions'form on Ci$space' Business License Verifi cationl Yesll ln-Proc"rrM E*".pt (KCC s.ol .04s) Notice nv"t required prior to disclosure? E*o Contract Number: ,l , : ,'- ':,1 #iili;'ilr ,r ii, ,,, ; ..t " UIaLfPoultrEglF a33E a) oc Comments: $100,000 Earnest Money due by 5:00 PM on 0B/31/2022 Cakvlt' Date Receiyed: city Attorn eyt 813122 Date Routed: Mayor's Office t' City Clerk's Office Q ' )+- I ii1J adccw2237l-1-2O Visit Documents.KentwA.govto obtain coples of all agreements rev.20210513 KENT WASHINGTON DATE: TO: SUBIECT: August 2,2022 Kent City Council Purchase and Sale Agreement for Ruth Propefty at Glark Lake - Authorize MOTION: I move to authorize the Mayor to take all action necessary and sign all documents to purchase the Ruth propefty, located at 1241O SE Z+Ath Street, Kent, Washington 98O3O, for $7.2OO$OO' plus closing costs' and subject to final purchase terms and conditions acceptable to the Parks Director and Atto SUMMARY: The Ruth Property is approximately 17.31 acres in size and is located at L24LO SE 248th St, Kent, WA, it is made up of 3 tax parcels, 2L22O5-9O97, ' 9098 and -9037. This acquisition will allow the city to complete the assemblage of all the properties around 'Clart< Lake that make up Clark Lake Park. Acquisition of this propefty has been a long-term goal in city planning documents going back decades. Parks staff have already applied for or are planning to apply for grants to pay for up to $6,000,000 of the acquisition cost. To meet the timing requirements negotiated by the parties in the purchase and sale agreement, this agreement has proceeded directly from the August 2, 2022 Operations and Public Safety Committee meeting' BUDGET IMPACT: Increase Park Land Acquisition Budget for anticipated grant revenues of $6,000,000 and expenditures of $6,000,000 for land. SUPPORTS STRATEGIC PLAN GOAL: Evolvino Infrastructure - Connecting people and places through strategic investments in physical a n d tech n o I og ica I i n fra structu re. Thrivino GiW - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. Inclusive Communiw - Embracing our diversity and advancing equity through genuine community engagement. ATTACHMENTS: REAL ESTATE PURCHASE AND SALE AGREEMENT WITH EARNEST MONEY PROVISION This Agreement is entered between the CITY OF KENT, a Washington municipal corporation ("Buyer"), whose mailing address is 220 4th Avenue South, Kent, Washington 98032-5895, and Susan Ruth. as Personal Reoresentative of the Estate of William E. Ruth ("Seller"), whose mailing address is 12410 SE 248th Street. Kent- Washinoton 98030 for the sale and purchase of real property as follows: 1. PROPERTY. The Propefty, which Buyer agrees to buy and Seller agrees to sell, is known as King County Tax Parcel Numbers 2L2205-9097, '9098. and-9037 ' totaling approximately 17.31 acres in size and located at 12410 SE 248th Street, Kent, WA (the "Property"). The Property also includes all improvements and fixtures located on the property, except as described in Section 26. The Property is legally described in Exhibit "A" and depicted in Exhibit "8", both of which are attached and incorporated. Z. EARNEST MONEY. On or before 5:00 PM on August 31, 2022, Buyer shall deposit with Rainier Title Insurance Company (the "Escrow Agent"), the sum of One Hundred Thousand Dollars and NO/100ths ($100,000,00) in the form of a check, as nonrefundable earnest money ("Earnest Money") to be applied toward the purchase price of the Property payable at Closing. Because the Earnest Money is nonrefundable, the Parties agree the Escrow Agent is authorized to disburse the Earnest Money to the Seller in advance of Closing to assist with the Seller's moving expenses. 3. PURCHASE PRICE. The total purchase price for the Property is $7,200,O00, with $2,160,000 of that purchase price allocated to tax parcel 9097, and the remaining 95,040,000 allocated to tax parcels 9098 and 9037, which amount includes the Earnest Money, payable at Closing. 4. CONTINGENCIES. This Agreement is contingent upon: Buyer's rrirorcW seiler's Real Estate Purchase and Sale Agreement '7-eq"ru Page 1 of 26 a. The Buyer authorization set forth in Section 19 of this Agreement and the other contingencies provided for throughout this Agreement. b. Seller has delivered to Buyer a completed Real Property Transfer D isclosure Statement ("Disclosu re Statement")' c. Within 3 business days of Buyer's receipt of the Disclosure Statement, Buyer shall, in its sole and absolute discretion, either approve and accept the Disclosure Statement or rescind this Agreement by delivering to Seller a written rescission notice. If Buyer neither accepts nor delivers a written rescission notice, then Buyer will be deemed to have approved and accepted the Disclosure Statement. If Buyer delivers a written rescission notice, then this Agreement shall terminate and neither Buyer nor Seller shall have any further rights, duties, or obligations hereunder. d. A feasibilitY studY as follows: i. Buyer shall have until August 3L, 2022, to determine, in Buyer's sole and absolute discretion, if the property is feasible for the purposes and uses intended ("Feasibility Period"). ii. Buyer's feasibility study may include (but is not limited to) a Phase I environmental assessment, but not a Phase II environmental assessment, to determine if the Property is feasible for the purposes and uses intended. 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. 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, ENVI RON MENTAL ASS ESSM ENT. Buyer's nitirrc@-Seller's Real Estate Purchase and Sale Agreement 1-7922 Page 2 of 26 iv. Buyer agrees to conduct its feasibility study at its sole cost and expense; and if Buyer does not remove the feasibility contingency, then Buyer also agrees, if requested by Seller, to deliver to Seller copies of all information and documentation obtained by Buyer in connection with the feasibility study. If Buyer fails to notify Seller of its approval of the 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 as specified herein. Following any environmental assessment, Buyer agrees to return the propertyto its original state (i.e. fill all boring holes, etc.). e. This Agreement is also contingent upon insurability of title as addressed in paragraPh 6 below. Should any of the contingencies provided for above or throughout this Agreement not be met prior to Closing, then this Agreement shall terminate and neither Buyer nor Seller shall have any further rights, duties, or obligations hereunder except as specified herein. 5. INSPECTION OF THE PROPERTY. Buyer and its employees and agents shall have the right and permission from the date of this Agreement through the Closing Date to enter upon the Property at reasonable times and from time to time, with at least two (2) business days prior notice to Seller for the purpose, at Buyer's cost and expense to conduct the feasibility study and any environmental assessments. The inspections shall not include the interior of the home. The right granted to Buyer to conduct the inspections is subject to compliance with all applicable laws, and accompanied by representatives of Seller. Any invasive testing shall be subject to Seller's prior written approval of a testing plan. No physical alteration of the Property is permitted, but if any physical alteration and/or damage to the Propefty occurs, any physical alteration of, and/or damage to, the Property in connection with Buyer's study shall be restored by Buyer immediately upon demand by Seller, at Buyer's sole expense. Buyer shall indemnify Seller against any third- Buyer's rnitiagD.Seller's Real Estate Purchase and Sale Agreement -7-Zq.7L Page 3 of 25 pafty claims for loss, damage or claim resulting from Buyer's inspections and tests, except any arising from the discovery of preexisting conditions (so long as Buyer does not exacerbate any such condition). Buyer shall not act as Seller's agent in connection with such activities and has no authority to allow any liens to encumber the Property. Buyer shall not allow any liens to encumber the Property arising out of such activities, and shall indemnify and hold Seller and Seller's propefty management company harmless from and against any third-pafty claims for liens, costs, expenses (including attorney fees), claims, liabilities, and obligations arising in any way out of such activities by Buyer, as well as Buyer's employees and agents. Notwithstanding anything to the contrary contained in this Agreement or in any addenda, amendments or modifications to this Agreement, Buyer's obligations under this Section shall survive the termination of this Agreement and/or Closing, and shall remain in full force and effect without time limitation until all of such obligations have been fully performed by Buyer, and all amounts to be paid by Buyer have been paid' 6. CONVEYANCE AND CONDITION OF TITLE. The title to the Propefty shall be conveyed by Seller to Buyer at Closing by Bargain and Sale Deed, free and clear of all liens, encumbrances or defects, other than (a) general exclusions and exceptions common to the area and not materially affecting the value of or unduly interfering with Buyer's reasonable use of the Property, and (b) with respect to tax parcel number gog7, Exceptions Nos. L2 and 13 in Rainier Title Commitment File Number 805377RT, dated March L5,2022, and (c) with respect to tax parcel number 9098, Exceptions Nos. 12 and 13 in Rainier Title Commitment File Number 805379RT, dated March L5, 2022, and (d) with respect to tax parcel number 9037, Exceptions Nos. 12 and 13 in RainierTitle Commitment File Number B053B0RT, dated March 15, 2022. All monetary encumbrances and special exceptions listed in Exhibit *Di other than those specifically noted above, are to be removed from the Property on or before Closing. Buyer is to satisfy any items required of Buyer in the Title Commitments' 7. TITLE INSURANCE. At Closing, Buyer shall cause Rainier Title, who is also seruing as Escrow Agent, to issue standard coverage owner's policy of title insurance to Buyer in an amount equal to the total purchase price of the Propefty. Buyer's tnitarc@ seiler'srnniarc)C 1-7n'77 Real Estate Purchase and Sale Agreement Page 4 of 26 For purposes of this Agreement, the following shall not constitute encumbrances or defects: rights reserved in federal patents or state deeds, mineral rights reservations, building or use restrictions consistent with current zoning, and utility and road easements of record. If title cannot be made so insurable prior to Closing, unless Buyer elects to waive such defects or encumbrances, this Agreement shall terminate. g. cLosING cosTs AND PRO-RATIONS, The Excise Tax, if applicable, shall be paid by Seller. Buyer and Seller shall split the escrow fee. Buyer shall pay all recording costs, title insurance premium, the costs of any survey, and the fees and expenses of its consultants. Taxes for the current year, rents, interest, water, sewer, and other utility charges, if any, shall be paid by Seller, and prorated as of the day of Closing, unless otherwise agreed' g. CLOSING OF THE SALE. WITH THE UNDERSTANDING THAT TIME IS OF THE ESSENCE FOR THIS AGREEMENT, this SAIC ShAII bE CIOSCd ON OT bEfOTC 5:OO PM on September 3O, 2022, which shall also be the termination date of this Agreement, unless said Closing date is extended in writing by mutual agreement of the parties. In addition to the Mayor, the Parks Director for the City is also authorized to extend closing on behalf of the City. When notified, the Buyer and Seller will deposit, without delay, in escrow with Escrow Agent, 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. 10. CASUALTY LOSS. If, prior to closing, improvements on the Propefty are destroyed or materially damaged by fire or other casualty, this Agreement shall continue in effect and Seller shall be entitled to retain all casualty insurance proceeds and Seller shall not be required to restore any improvements. 11. POSSESSION. Buyer shall be entitled to possession on Closing, Buyer's nnarc-&, -seiler's ',nnrcL L. 1 - Zn'72 Real Estate Purchase and Sale Agreement Page 5 of 26 t2. SELLER'S REPRESENTATIONS' Seller represents: a. that Seller will maintain the Property in present or better condition until time of agreed possession, except with respect to Seller's salvage rights as described below; b. that Seller has no knowledge of notice from any governmental agency of any violation of laws relating to the Propefty; c. that Seller is in possession of the Property and the Property is not subject to any lease or rental agreements. 13. SELLER'S ENVIRONMENTAL REPRESENTATIONS. SCIICT MAKCS NO representations or warranties about any environmental condition (including, without limitation, a spill, discharge or contamination) of the Property. 'r4. sELLER',S INDEMNITIES. Seller has no indemnity obligations in favor of Buyer with respect to the Property. 15. DEFAULT AND ATTORNEY'S FEES. a. Buver's Default If Buyer defaults hereunder, Seller's sole remedy shall be limited to damages against Buyer in the liquidated amount of the Earnest Money previously paid by the Buyer. Buyer and Seller intend that this amount constitutes liquidated damages and so as to avoid other costs and expenses to either pafty in connection with potential litigation on account of Buyer's default. Buyer and Seller believe this amount to be a fair estimate of actual damages. b. Seller's Defautt. In the event of a breach by Seller of this Agreement, which breach is not cured within ten (10) days after written notice of default from Buyer specifying the breach (provided, however, that no such cure period shall apply for a breach of the obligation to close by the Closing Date), Buyer may elect only one of the following two remedies: (a) terminate this Agreement, in Buyer's roiti"k&- seller's Real Estate Purchase and Sale Agreement 1"21-L7-- Page 6 of 26 which event the Deposits paid shall be refunded to Buyer; or (b) enforce specific performance of this Agreement against Seller, including the right to recover attorneys' fees. If Buyer does not commence and file an action for specific performance within sixty (60) days of the scheduled Closing Date, Buyer shall have been deemed to have elected the remedy of termination of this Agreement under (a) in this paragraph. c, Attornev's Fees and Costs. In any legal proceeding arising in connection with this Agreement (including without limitation any arbitration and appellate proceedings) the substantially non-prevailing pafty agrees to pay to the substantially prevailing party all reasonable costs and expenses, including attorneys' fees and other legal costs, expended or incurred by the substantially prevailing party in connection therewith (whether incurred before, during, or subsequent to any such action or proceeding). 16. NOTICE TO SELLER. This form contains provisions for an agreement for the purchase and sale of real estate. 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 pafticular transaction, or that it accurately reflects the laws of the State of Washington at the time Seller enters into the Agreement' THIS AGREEMENT HAS SIGNIFICANT LEGAL AND FINANCIAL CONSEQUENCES, SELLER IS ADVISED TO SEEK INDEPENDENT LEGAL AND FINANCIAL COUNSEL REGARDING THESE CONSEQUENCES, '.7. 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 email addressed as set fotth below: Buyer's tnnnrcfu -Seller's Real Estate Purchase and Sale Agreement ,nnoo[{-17q.7L Page 7 of 26 a All notices to be given to Buyer shall be addressed as follows: City of Kent Attn: Brian Levenhagen Parks, Recreation, & Community Services 220 Fourth Avenue South Kent, WA 98032 BJ Levenhagen @ KentWA. gov Fax: 253-856-6050 And to City of Kent Attn: City Clerk 220 Fourth Avenue South Kent, WA 98032 CitvClerk@KentWA.gov Fax: 253-856-6725 b All notices to be given to Seller shall be addressed as follows Susan Ruth L24L0 SE 248th Street Kent, WA 98030 susan@weruth.com With copies to: Jameson Pepple Cantu PLLC 801 Second Avenue Suite 700 Seattle, Washington 98104 Email : dcantu@ioclaw.com c.All notices to be given to Escrow Agent shall be addressed as follows: Rainier Title Insurance ComPanY Kent Escrow Office 20435 72nd Avenue South, Bldg. 3, Suite 155 Kent, WA 98032 kentescrow@ ra i n iertitle. com Telephone : 253-2t6-4240 Either pafty hereto ffidy, by written notice to the other, designate such other address for the giving of notices as necessary. All notices shall be deemed given on the day Buyer's anooWa seiler's Real Estate Purchase and Sale Agreement ,L +21-zz Page 8 of 26 such notice is personally served, or on the date of the email transmission, or on the third day following the day such notice is mailed in accordance with this section' 19. cITy couNcIL ACTION. Seller acknowledges that the closing of the transaction contemplated by this Agreement (the "Closing") is expressly conditioned on the City of Kent City Council's (the "City Council's") prior authorization to buy the Property under this Agreement ("Council Authorization"), which may or may not be granted in the City Council's sole discretion. The Council Authorization shall be at the August 2,2022, City Council meeting. The City of Kent shall not be liable or obligated for any burden or loss, financial or otherwise, incurred by Seller as a result of the City Council's modification of the final terms and conditions of this Agreement, or the City Council's failure to grant the Council Authorization. No modification of this Agreement shall be effective unless agreed to by Seller pursuant to a written Amendment agreement. a. Seller's Waiver. Seller expressly waives any claim against the City of Kent and its elected officials, officers, employees, representative and agents for any burden, expense or loss which Seller incurs as a result of the City Council's failure to grant the Council Authorization' 20' ENTIRE AGREEMENT. This Agreement, including all incorporated exhibits, constitutes the full understanding between Seller and Buyer. There have been no oral or other agreements that modify this Agreement. 2L. BINDING EFFECT AND SURVML. 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 suwive the Closing of this transaction. 22. 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, and a fully executed copy is delivered to both Seller and Buyer. Buyer's rnitiaB W seiler's Real Estate Purchase and Sale Agreement .oo,,XL1-zq-72 Page 9 of 26 23. FORCE MAJEURE. Performance by Seller or Buyer of their obligations under this Agreement shall be extended by the period of delay caused by force majeure. Force majeure is war, natural catastrophe, strikes, walkouts or other labor disturbance, order of any government, coutt or regulatory body having jurisdiction, or any similar cause beyond the reasonable control of the pafty who is obligated to render peformance. 24. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. 25. AS-IS SALE. Except as otherwise provided for in Section 4 and Section L2 of this Agreement, and except as further warrantied by Seller's through a Bargain and Sale Deed, upon satisfaction or waiver of Buyer's feasibility period and inspections, and should Buyer close this purchase, the land and structure are sold in their AS-IS, WHERE IS condition, with Seller making no representations or warranties about the structure, the Property, or condition of either. Except as otherwise limited herein, Seller makes no representations or warranties and shall not in any way be liable for any representations or warranties with respect to: (a) the dimensions, size, acreage, or haruestability of timber on the premises; (b) the existence of encroachments onto adjacent properties or onto the Property from adjacent properties; (c) the condition of the premises or any buildings, structures or improvements thereon or the suitability of the premises for habitation or for Buyer's intended use or for any use whatsoever; (d) the availability or existence of any water, sewer or utility rights; (e) the availability of water, sewer, or other utilities; (f) access to any water or public or private sanitary sewer system; (g) rights to and access to public roads, or (h) the environmental condition of the Property. Buyer acknowledges to Seller that Buyer has, or will by the end of its feasibility or inspection contingency, fully inspected the Propefty and assumes the responsibility and risks of all defects Buyer's tniti.rcW- setter's tnitarcL(- 17q-LZ Real Estate Purchase and Sale Agreement Page 1O of 26 and conditions, including such defects and conditions, if any, that cannot be obserued by casual inspection consistent with the provisions and exceptions provided for within this Section 25. 26, SELLER'S SATVAGE RIGHTS. Given that Buyer intends to demolish the structure, Seller may remove the items listed in Exhibit *E" to this Agreement from the Property prior to turning over possession to Buyer. Seller shall remove no windows (unless boarded up), exterior doors, or anything that would render the structure susceptible to vandals, squatters, trespassers, or the weather. Seller shall lock the doors and windows and leave the structure secure at time Seller turns over possession to Buyer. IN WITNESS WHEREOF, the pafties hereto have exeCuted this Agreement on the date set fotth below. BUYER: CITY OF KENT fr Name: Title: Dated: Dana Ralph Mayor [\,trv 8 SELLER: t/\- By Susan th, as Personal Representative of the Estate of William E, Ruth Dated . 7"2 -zz Buyer's rnnarcW-Seller's Real Estate Purchase and Sale Agreement 1"LNY-L Page 11 of 26 EXHIBIT A LEGAL DESCRIPTION Parcel 2122lJ5-9097 Flle No.: 805377RT EXHIBIT'A' The South 264 feet of the West half of the West half of the Sodhwest quarter of the Northeast quarter of $ection 21, Township 22 North, Range 5 East, W.M., in King County, Washington; EXCEPT the South 30 feet for road; Situate in the County of King, State of Washington. Parcel 2t22O5-9O98 File No.: 805379RT EXHIBIT'A' The North 330 feet of the South 594 feet d the West half of the West half of the Southwest quarl€r of the Northeast quarter of Seclion 21, Township 22 North, Range 5 East, W.M', in King County, Washington; EXCEPT lhe South 30 feet drereof for road; Situate in the County of King, State of Washingiton. Parcel 21,2205-9037 File No.: 805380RT EXHIBIT'A' That portion of the Southwest quarler of the Northeast quarter in Section 21, Township 22 North, Range 5 East, W.M.' in King County, Washington, described as follows: The West half of the West half; EXCEPT the South 594 feet thereof; TOGETHER WITH the East half of theWEst half; EXCEPT the South 264 feet and EXCEPT the East 15 feet of the North 645 feet of the South 909 feetl AND EXCEPT the East 30 feet of that portion lying North of the South 909 feet; Situate in the County of King, State of Washington. Buyer's Seller'snitarcN, - EXHIBIT A - Real Estate Purchase and Sale Agreement .71,2L Page 12 of 26 EXHIBIT B PROPERTY DEPICTION Parcel212205'9097 Buyer's toitorc (fu ser ter,s tn iti, t"p- 7' 2 7' 7z- r F ,{llr. lr I*ttlf i!-rt F ? 3rt T x r .i I , EXHIBIT B - Real Estate Purchase and Sale Agreement Page 13 of 26 Parcel 212205-9098 I tI LJtL tl :,latttrf,tre q,I{ -Ftri nitarcfl'Buyer's Seller's EXHIBIT B - Real Estate Purchase and Sale Agreement -T-21'7L Page 14 of 26 Parcel 212205-9037 l_ ttat.** i i ti I I I t I I aat l. : 3 :t :i i I I I I BuyerE nnnrc&*ller's EXHIBIT B - Real Estate Purchase and Sale Agreement /LL Page 15 of 26 EX}IIBIT C RESERVED Buyer's rnitial*',rrrrrrLtJ' L14'7/Seller's EXEIBIT C - Real Estate Purchase and Sale Agreement Page 16 of 26 EXHIBIT D ENCUMBRANCES AND SPECIAL EXCEPTIONS Parcel 212205-9lJ97 Special Exceptions: 2. Due to reduced staffing at the county as a result of the pandemic and a large increase in documents submitted for recording: o The Recorder's Office cannot guarantee expedited or same day service on any documents. o The Recorder's Office is running about a week behind on documents submitted by mail. Documents that need to be signed off by the county prior to recording and are being hard recorded may delay closing. These include transactions that are registered land, open space or receiving a specialtax exception, commercial property, properties that have personal property taxes tied to the real property and any propeilies that have an un-eliminated mobile home' This is informationalonly and will not appears on the forthcoming policy(ies) to be issued. The Land is situated within the boundaries of local taxing authority of City of Kent. CAUTION: Washington has a graduated excise tax rate for sales occurring on or after 1nl2A2O for most properties, although a flat rate applies to properties formally classified and specially valued as timberland or agricultural land on the day of closing. The rate of real estate excise tax applicable to a sale prior lo 11112020, is 1.78o/o. The rate of real estate excise tax to a sale on or after 11112020 for properties which are not formally classified and specially valued as timberland or agricultural land is: State portion: 1.10% on any portion of the sales price of $500,000 or less; 1.28o/o on any portion of the sales price above $500,000, up to $1,500,00O_; 2.75oh on any portion of the sales price above $1,500,000, up to $3,000,000; 3.00o/o on any portion of the sales price above $3,000,000; Local portion: 0.50% on the entire sales price. I An additional $5.00 State transaction is exempt, an Buyer's Seller's Technology Fee must be included in allexcise tax payments. lf the additional$5.00 Affidavit Processing Fee is required. Any conveyance document must be accompanied by the officialWashington State Excise Tax Affidavit. The applicable excise tax must be paid and the affidavit approved atthe time of the recording of the conveyance documents. (NOTE: Real Estate Excise Tax Affidavits must be prinled as legalsize forms). ,n*arc@-,rr'rrrO ) {L, EXHIBIT D - Real Estate Purchase and Sale Agreement 1"74-ZL Page L7 of 26 3. 4. 5. General taxes and charges: 1st half delinquent May 1, if not paid; 2nd half delinquent November 1, if not paid. Year: 2022 Amount billed: $10,458.45 Amount paid: $0.00 Amount unpaid: $10,458.45TaxAccountNo.: 212205-9097-09 $510,000.00 Based on the Treasurefs records, the name and address of the last taxpayer/owner is: William E. Ruth 19400 108th Ave. SE #200 Renton, WA 98055 The legaldescription in this commitment is based upon information.provided with the application for titlJinsurance and the public records as defined in the policy to issue. The parties to the forthcoming transaction must notifi7 the title insurance company, prior to closing, if the description does not conform to their expectations. Pending probate proceedings under a non-intervention will. The Personal Representative is authoriied to administer the estate without intervention of court and to transfer or encumber decedent's interest in the land. Levy code: Assessed value of land: Assessed value of improvements: Decedent: Willadmitted: Personal Representative: Probate Case No.: Attorney for the Estate: County of: Probate Case No. 1519 $366,000.00 William E. Ruth October 14,2421 Susan Marie Ruth 214-06982-1 Patrick M. Hanis King 214-06982-1 6. 7 Note: Please submit a certified copy of the Letters Testamentary, or in the case of intestate administration, a certified copy of thb Letters of Administration, showing that the grantor is the court appointed Executor/Executrix or Administrator with the Recording Package. Possible lien against the Estate of William E. Ruth, deceased, pursuant to RCW 43.208.080 and WAC 388-527:2rc0 through 2790, in favor of the State of Washington, Department of Social and Health Services for recovery of costs of medical care provided, if any. This exception may be deleted upon evidence satisfactory to the Company that no benefits have been received or that all such benefits received have been repaid. Please submit an assurance letter fiom the attorney representing the Estate for our review Lien of State and Federal Estate Taxes, if any, upon the Estate of William E. Ruth, deceased. This exception may be deleted upon evidence satisfactory to the Company that no taxes are owing or that all taxes have been paid. Please submit an assurance letter from the attomey representing the Estate for our review. Buyer's rnitiats (V- seuer'srrr'rrro.XL 7 7 q-LL- EXHIBIT D - Real Estate Purchase and Sale Agreement Page 18 of 26 8. L We find no conveyances within the last 36 months. NOTE: The Recording No. of the last recorded deed of record is: 9606130675. The land described in this commitment appears to be residential in nature and may be subject to the provisions of RCW 6.13.060 (Homestead Statute), if the land is occupied as a primary residence. lf the land is occupied as a primary residence, all instruments conveying or encumbering the land must bi executed by eich spouse, individually, or by an attorney-in-fact- In the event thi Company receives instruments that are not joined by the non-owning spouse with possible homestead rilhts, the Company may be unable to record or to insure the transaction' The names of the proposed insured were not fumished in the application for title insurance, and when disclosed, the commitment will be subject to such matters as may be found by a search of the records against said names. The Company reserves the right to add additional items or make further requirements after review of the requested documentation. For each policy to be issued as identified in Schedule A, ltem 2;the Company shall not be liable under this commitment until it receives a designation for a Proposed lnsured, acceptable to the Company. As provided in Commitment Condition 4, the Company may amend this commitment to add, among other things, additional exceptions or requirements after the designation of the Proposed lnsured. Reservations contained in deed from the Northern Pacific Railroad Company dated July 30, 1901, recorded September 21, 1901, under Recording No. 216187, as follows: Reserving and excepting from said lands so much or such portions thereof as are or may be . mineral lands or coniain-coal or iron, and also the use and the right and title to the use of such surface ground as may be necessary for mining operations, and the right of acce:s to such reserve{and exceptei mineral lands, including lands containing coal or iron for the purpose of exploring, developing and working the same. The Gompany makes no representation as to the present ownership of any such interests. There may be leases, grants, exceptions or reservations of interesls that are not listed. Right to make necessary slopes for cuts or fills qpo!!!g land herein described as granted to King County by deed recorded under Recording No. 5849730' End of Special Exceptions 10 11. 12. 13. tnitiarcW ,riri.tW 1"7cr?zBuyer's Seller's EXHIBIT D - Real Estate Purchase and Sale Agreement Page 19 of 26 Parcel 212205'9098 Special Exceptions: Due to reduced staffing at the county as a result of the pandemic and a large increase in documents submitted for recording: o The Recorder's Office cannot guarantee expedited or same day service on any documents. o The Recorder's Office is running about a week behind on documents submitted by mail. Documents that need to be signed off by the county prior to recording and are being hard recorded may delay closing. These include transactions that are registered land, open space or receiving a special tax exception, commercial property, properties that have personal property taxes tied to the real property and any properties that have an un'eliminated mobile home. This is informational only and will not appears on the forthcoming policy{ies) to be issued- The Land is situated within the boundaries of local taxing authority of Clty of Kent. CAUTION: Washington has a graduated excise tax rate for sales occuning_on or after 1nDA20 for most properties, although Jflat rate applies to properties formally classified and specially valued as timberland or agricultural land on the day of closing. The rate of real estate excise tax applicable to a sale prior to 11112020, is 1.78%. The rate of real estate excise lax to a sale on or after 111!2020 for properties wttich are not formally classified and specially valued as timberland or agriculturalland is: State portion: 1.10o/o on any portion of the sales price of $500'000 or less; 1.28% on any portion of the sales price above $500,000, up to $1,500,000; 2.75To on any irortion of the sales price above $1,500,000, up to $3,000,000; 3.00% on any portion of the sales price above $3,000,000; Local portion:0.50% on the entire sales price. An additional $5.00 State Technology Fee must be included in all excise tax payments. lf the transaction is exempt, an additional $5.00 Affidavit Processing Fee is required. Any conveyance document must be accompanied by the officialWashington State.Excise Tax Affidavit. T-he applicable excise tax must be paid and the aflidavit apprgved ?t.th9 time of lhe recording of tre conveyance documents. (NOTE: Real Estate Excise Tax Affidavits must be printed as legal size forms). Buyer's rnitiaB-(M seiler'srnitarsL& 771'22 ,l 2. EXHIBIT D - Real Estate Purchase and Sale Agreement Page 2O of 26 3. 6. General taxes and charges: 1st half delinguent May 1, if not paid; 2nd half delinquent November 1, if not paid. Year: 2022 Amount billed: $4,770.56 Amount paid: $0.00 Amount unpaid: $4,770.56 TaxAccount No.: 212205-9098-08 Levy code: Assessed value of land: Assessed value of improvemenls: 1519 $390,000.00 4 5. $12,000.00 Based on the TreasureCs records, the name and address of the last taxpayer/owner is: William E. Ruth 19400 108th Ave. SE f200 Renton, WA 98055 The legal description submitted has been modified to comply with the public.records and to reflect the pafries presumed intent. Glosing instructions must indicate that the legal description has been reviewed and approved by all parties to this transaction. We note that the Statutory Warrang Deed recorded under Recording No. 9606130676 contains an erroneous legal description in that it states Section 2, which should read Section 21, and must be re-recorded tlo properly reflect the property intended to be conveyed. Any document drawn in connection with this tiansaction, should use ihe legaldescription as shown in Schedule A herein. Pending probate proceedings under a non-intervention will. The Personal Representative is authoriied to administer the estate without intervention of court and to transfer or encumber decedent's interest in the land. 7 William E. Ruth October'14,2021 Susan Marie Ruth 21446982-1 Patrick M. Hanis Decedent: Willadmitted: Personal Representative: Probate Case No.: Attorney for the Estate: Note: Please submit a certified copy of the Letters Testamentary, or in the case of intestate administration, a certified copy of the Letters of Administration, showing that the grantor is the couft appointed Executor/Executrix or Administrator with the Recording Package. Possible lien against the Estate of William E. Ruth, deceased, pursuant to RCW 43.208.080 and WAC 388-527:2rc0 through 2799, in favor of the State of Washington, Department of Social and Health Services for recovery of costs of medical care provided, if any- This exception may be deleted upon evidence satisfactory to the Company that no benefits have been received or that all such benefits received have been repaid. Please submit an assurance letter from the attorney representing the Estate for our review' Buyer's nnarc&se t ter'srnrtar\t a- 7"1- 7Z EXHIBIT D - Real Estate Purchase and Sale Agreement Page 2L of 26 g. Lien of State and Federal Estate Taxes, if any, upon the Estate of William E. Ruth, deceased. County of: King Probate Case No.: 214-06982-1 This exception may be deleted upon evidence satisfactory to the Company that no taxes are owing or that all taxes have been paid. Please submit an assurance letter ftom the attorney representing the Estate for our review. 9. We find no conveyances within the last 36 months. NOTE: The Recording No. of the last recorded deed of record is: 9606130676. 10. The names of the proposed insured were not fumished in the application for title insurance, and when disclosed, the commitment will be subject to such matters as may be found by a search of the records against said names. The Company reserves the right to add additional items or make further requirements after review of the requested documentation. 11. For each policy to be issued as identified in Schedule A, ltem 2;the Company shall not be liable under this commitment until it receives a designation for a Proposed lnsured, acceptable to the Company. As provided in Commitment Condition 4, the Company may amend this commitnent to add, among oiher things, additional exceptions or requirernents afier the designation of the Proposed lnsured. 12. Reservations contained in deed from the Northern Pacific Railroad Company dated July 30, 1901, recorded September 21, 1901, under Recording No.216187, as follows: Reserving and excepting from said lands so much or such portions thereof as are or may be mineral linds or containcoal or iron, and also the use and the right and title to the use of such sudace ground as may be necessary for mining operations, and the right of a-cc€ss to such reserved'and excepted mineral landl, including lands containing coal or iron for the purpose of exploring, developing and working the same. The Company makes no representation as to the present ownership of any_ such interests. There may be leases, grants, exceptions or reseryations of interests that are not listed. 13. Lack of a recorded easement providing access to the lands herein described from any public road. Buyer's tnitnrc-(fu7 rnitia'AL+Lq"LZSeller's EXHIBIT D - Real Estate Purchase and Sale Agreement Page 22 of 26 Parcel 2t2205-9O37 Special Exceptions: Due to reduced staffing at the coung as a result of the pandemic and a large increase in documents submitted for recording: o The Recorde/s Office cannot guarantee expedited or same day service on any documents. o The Recorder's Ofiice is running about a week behind on documents submitted by mail. Documents that need to be signed off by the county prior to recording and are being hard recorded may delay closing. These include transactions that are registered land, open space or receiving a specialtax exception, commercial property, properties that have personal property taxes tied to the real property and any properties that have an un-eliminated mobile home. This is informationalonly and will not appears on the forthcoming policy(ies) to be issued. The Land is situated within the boundaries of local taxing authority of City of Kent. CAUTION: Washington has a graduated excise tax rate for sales occuning on or after 11112020 for most properties, although aflat rate applies to properties formally classified and specially valued as timberland or agricultural land on the day of closing. The rate of real estate excise tax applicable to a sale prior la 1|1EA2A,is 1.78o/o. The rate of real estate excise tax to a sale on or after 11112020 for properties which are not formally classified and specially valued as timberland or agricultural land is: State portion: 1.'l0o/o on any portion of the sales price of $500,000 or less; 1.28% on any portion of the sales price above $500,000, up to $1,500,000; 2.75Yo on any portion of the sales price above $1,500,000, up to $3,000,000; 3.00% on any portion of the sales price above $3,000,000; Local portion: 0.50% on the entire sales price. An additional $5.00 State Technology Fee must be included in allexcise tax payments. lf the transaction is exempt, an additional $5.00 Affidavit Processing Fee is required. Any conveyance document must be accompanied by the ofiicialWashington State.Excise Tax Affidavit. The applicable excise tax must be paid and the affidavit approved at the time of the recording of the conveyance documents. (NOTE: Real Estate Excise Tax Affidavits must be printed as legal size forms). 1 2 nitarcMBuyer's Seller's EXHIBIT D - Real Estate Purchase and Sale Agreement 1L1-n Page 23 of 26 3.General taxes and charges: lst hatf delinquent May 1, if not paid; 2nd half delinquent November 1, if not paid.Year: 2022 Amount billed: $8,385.38 Amount paid: $0.00 Amount unpaid: $8,385.38 Tax Account No.: 212205'9037'02 4 5. 6 $0.00 Based on the Treasurer's records, the name and address of the last taxpayer/owner is: William E. Ruth 19400 108th Ave. SE #200 Renton, WA 98055 The legal description in this commitment is based upon information.provided with the application for titlJinsurance and the public records as defined in the policy to issue. The parties to the forthcoming transaction mirst notiff the title insurance company, prior to closing, if the description does not conform to their expectations. A search of the public record did not disclose any open Mortgages or Deeds of Trust for the property herein described. The Company reserves the right to require furthe.r.evidence to confirm inai ttre properg is unencumbered, and further reserves the right to make additional requirements and/or to add additional items or exceptions upon receipt of the requested evidence. Pending probate proceedings under a non'intervention will. The Personal [epresentative is authoriied to administer the estate without intervention of court and to transfer or encumber decedenfs interest in the land. Levy code: Assessed value of land: Assessed value of improvements: Decedent: Willadmitted: Personal Representative: Probate Case No.: Attorney for the Estate: 1519 $738,000.00 William E. Ruth October 14,2A21 Susan Marie Ruth 214-06982-1 Pactrick M. Hanis 7 Note: Please submit a certified copy of the Letters Testamentary, or in the case of intestate administration, a certified copy of the Letters of Administration, showing that the grantor is the court appointed Executor/Executrix or Administrator with the Recording Package. Possible lien against the Estate of William E. Ruth, deceased, pursuant to RCW 43.208-080 and WAC 388-527:2rc0 through 279A, in favor of the State of Washington, Depadment of Social and Health Services for recovery of costs of medical care provided' if any' This exception may be deleted upon evidence satisfactory to the Company that no benefits have been received or that all such benefits received have been repaid. Please submit an assurance letter from the attorney representing the Estate for our review. rritor fdD se t re r'srnru;ar!(- 1 Taf ?>Buyer's EXIIIBIT D - Real Estate Purchase and Sale Agreement Page 24 of 26 gl Lien of State and Federal Estate Taxes, if any, upon the Estate of William E. Ruth, deceased. County of: Probate Case No. King 214-06982-1 This exception may be deleted upon evidence satisfactory to the Company that no taxes are owing or that all taxes have been paid. Please submit an assurance letter from the attorney representing the Estate for our review. 9. We lind no conveyances within the last 36 months. NOTE: The Recording No. of the last recorded deed of record is: 9606130673. 10. The names of the proposed insured were not fumished in the application, for title insurance, and when disclosed, the cbmmitment will be subject to such mattErs as may be found by a search of the records against said names. The Company reserves the right to add additional items or make further requirements after review of the requested documentation. 11. For each policy to be issued as identified in Schedule A, ltem 2; the Company shall not be liable under this commitment until it receives a designation for a Proposed lnsured, acceptable lo the Company. As provided in Commitment Condiiion 4, the Company may amen_d this commitment to add, among other things, additional exceptions or requirements after the designation of the Proposed lnsured. 12. Reservations contained in deed from the Northern Pacific Railroad Company dated July 30, 1901, recorded September 21, 1901, under Recording No. 216197, as follows: Reserving and excepting from said lands so much or such portions thereof as are or may be mineral lands or coniain coal or iron, and also the use and the right and title to the use of such surface ground as may be necessary for mining operations, and the right of a:c9:s to such reservedand excepted mineral landi, including ta'nas containing coal or iron for the purpose of exploring, developing and working the same' The Company makes no ropresentation as to the present ownership of any. such interests. There may be leasei, grants, exc6ptions or reservations of interests that are not listed. 13. Any restrictions on the use of any portion of the land subject to submergence that derive from the rights of the public and riparian owners to use any waters which may cover that portion' 14. Rights and easements of the public for commercer navigation, recreation and fisheries. 1S. Any restrictions on the use of the land resulting from the rights of the public or riparian owners to usri any portion which is now, or has been, covered by water. 16. Lack of a recorded easement providing access to the lands herein described from any public road- End of Special ExcePtions tniti"rc&r,,'ti"r'& 1"?'1'LLBuyer's Seller's EXHIBIT D - Real Estate Purchase and Sale Agreement Page 25 of 26 EXHIBIT E SALVAGE LIST Parlor Stove Three stained windows in the sunroom Washer, Dryer and appliances Personal propefty Seller'sBuyer's nnnrc-fu/,rrrrrrr"Xl lbg\tP EXHIBIT E - Real Estate Purchase and Sale Agreement Page 26 of 26