HomeMy WebLinkAboutLW16-293 - Original - King County - Property Adjacent to American Legion on East Hill - 02/19/2016 Decords
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CONTRACT COVER SHEET
This fig tan be, completed by the Contract Manager prior to submission
to City Clerks Office. Ali porC onq are to be cornppeitede
If you have questions, please contact Gusty Clerk's Office.
Vendor Haamv.: 4f 1ng CC1V��P
Vendor Number.
JD Edwards Number
Contract Number. LW411 r 2197Y
This is assigned by City Clerk's Office
Project Name. Tra4Y 15F of P W�I
Description, Interlocal Agreement ❑ Change Order ❑ Amendment ❑ Contract
Other: QUNC.Aast aviaSau &trlYP$ ,
Contract Effective Date; Term,irna`tien DD ateo
Contract Reuneauap Notice (Days)-
Number of days required notice for termination or renewal or amendment
Contract Maanagere YLOVAutp Department-. LIA W
contract Amount.,
Approval Authority. ❑ Department Director P(Jgayor ❑City Council
Detail: (i.e. address, location, parcel number, ttaN id, e+tca):
adcc%V10877 S 14
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REQUEST FOR MAYOR'S SIGNATUREJ J,, V�J'
Print on Che 1� ok')reli Paper
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ICE T 0
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s G t 1
Routing information:
(ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) ' );f
Approved by Director_
Originator: Kim KOmOtO Phone (Originator): 5788
Date Sent: 2/18/16 Date Required: 2/24/16
Return Signed Document to: Kim KOmOtO Contract Termination Date: N/A
VENDOR NAME: Date Finance Notified:
KinCOUnt (Only required on contracts N/A
9 y 20 000 and over or on an Grant
DATE OF COUNCIL APPROVAL: Date Risk Manager Notified:N/A
See memo (Required on Non-City Standard Contracts/Agreements)
Has this Document been Specificall Account Number:
Authorized in the Budget? YES NO
Brief Explanation of Document:
Real Estate Purchase and Sale Agreement between the city of Kent and King County for the
transfer of property located adjacent the American Legion Hall on the East Hill.
King County is transferring the property to Kent. King County previously attempted to sell
and convey the property to Kent on two different occasions through deeds. Due to defects
in the legal descriptions, prior transactions did not effectively convey title to the property to
Kent. 'King County is now correcting prior defects through this purchase and sale
agreement.
For additional details, see the attached memo from Assistant City Attorney, David Galazin.
All Contracts Must Be Routed Through The Law Department
(This area to be completed by the Law Department) ',
Received:
Approval of Law Dept.: l�
Law Dept. Comments: J)AV(D
Date Forwarded to Mayor:
Shaded Areas To Be Completed By Administration Staff
Received:
Recommendations and Comments:
Disposition:�q�/� �r / -y� + ;i
Date Returned:
FfEl .I r,
r:crv, nrms oocumen P.Ild.,lReIUW mr Klly l81,n WreAocx }
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CIVIL DIVISION
220 4`h Avenue South
Kent, WA 98032
Fax: 253-856-6770
PHONE: 253-856-5770
MEMO TO FILE
DATE: November 20, 2013
TO: FILE 0105-2013 - Parks General
FROM: David A. Galazin, Assistant City Attorney
RE: American Legion/Parks boundary issue
City property at issue, purportedly adjacent to the American Legion property, was first
conveyed to City from King County on Feb 14, 1928. The legal description is based, in
part, on the location of a road as it existed in 1928. However, two things remain valid:
1. The description begins "660'N. of SW Cor, Of SE 1/4 of SE 1/4; Th. N."
2. The description excludes a 15-foot strip off the south end of the parcel.
It starts at 660 feet north of the SW corner of the SE 1/4, which is the same as saying it
starts at the SW corner of the NW 1/4 of the SE 1/4 of the SE 1/4, 660 feet being the
dividing line between quarters of quarters. Thus this deed excludes the south 15 feet
of the NW 1/4 of the SE 1/4 of the SE 1/4, which is also the 15 feet immediately to the
north of the line dividing the quarters. That part is reserved by the County for a "Co.
Rd."
This parcel is sometimes referenced as Tax Lot 76. It is currently recorded as ending in
067.
The American Legion parcel contains most of the north half of the SW 1/4 of the SE 1/4 of
the SE 1/4. It is shown in the file as at one point being owned by King County. Without
having identified a deed from the County, the parcel as subsequently transferred
excludes the following: "EXCEPT the North 15 feet thereof." Thus, this deed excludes
the 15 feet immediately to the south of the line dividing the quarters.
Law Department
Arthur"Pat" Fitzpatrick, Acting City Attorney
Memo to File
American Legion/Parks boundary Issue
Page 12
At this point, it appears that the County transferred some interests while retaining a
30-foot wide strip of property, consisting of 15 feet on either side of the quarter line.
The north half of this strip was specifically for ROW, and it can be presumed that the
south half was as well.
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In 1968, the City was in discussions with the County concerning Tax Lot 78. The
parties seem to have agreed that the County owned this parcel. The description starts
from the point where the west edge of the same "County Road" that was referenced in
Lot 76/67 bisects the north line of the SW 1/4 of the SE 1/4, and then 825 SE from that
point, traveling down the west edge of the road. The center of the County Road is at
the center of the entire SE 1/4. Thus, portions of it are in all 4 quarters of the SE 1/4. The
point where the west edge hits the north line of the SW 1/4 is right in the very NE
corner of the SW 1/4. Shortly thereafter, heading southeasterly, the west edge of the
road goes through the NW 1/4 of the SE 1/4. The starting point is called out as 825 feet
SE of the bisection of the north line. An approximation shows that this would not be far
north of the south edge of Lot 76/67 - a matter of up to 25 or 30 feet at most, it
would appear. The parcel line then heads due west for 950 feet, and while it cannot be
determined where that line ends, it clearly crosses Lot 76/67 entirely and extends
more than halfway across the NE 1/4 of the SW 1/4 of the SE 1/4 (possibly up to the east
edge of ARMSCREST NO. 5). The lot line then continues south "to a point 15' N. of N.
line of SE 1/4 of SW 1/4 of SE 1/4" before heading east all the way back to the County
Road again. This excludes the strip of land that consists of the first 15 feet from the
quarter line, and is exactly aligned with the south edge of Lot 76/67. Part of Lot 78 is a
strip of land (of undetermined, but not great width) that runs across the south part of
the NE 1/4 of the SW 1/4 of the SE 1/4. Once it crosses the quarter line, Lot 78 would cut
into Lot 76/67, but for the fact that the description excludes "that part sold to town of
Kent", i.e. Lot 76/67.
Thus, Lot 78 is a strip that exists both east and west of Lot 76/67, but to the extent it
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crosses Lot 76/67, that portion is not part of Lot 78. The practical effect is that Lot 78
is really two distinct parcels, separated by Lot 76/67 (494 feet wide at its southern
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Memo to File
American Legion/Parks boundary issue
Page 13
edge). The King County parcel viewer shows the exact opposite, however: the piece in
the middle and not the pieces on either side.
Lot 78 stops short 15 feet from the quarter line, which would continue the County's
ROW along the same line as in the SE 1/4 of the SE 1/a, but crossing over to the SW 1/4 of
the SE 1/4 this ROW presumably belonged to the City, because in 1960 the City vacated
30 feet of ROW consisting of 15 feet on either side of the quarter line, but only in the
SW 1/4 of the SE 1/4. The file does not indicate how the City came to own this ROW that
continues the same 30 feet at issue on the other side of the quarter line.
Following the initial discussions in 1968 between the City and the County, the City
purchased Tax Lot 78 from the County for $550.00, by deed dated October 27, 1971.
For reasons unknown, in 1981 the County offered to sell Tax Lot 78 to the City,
although the letter incorrectly described it as being in the wrong quarter and contained
a map that showed it as the portion of Lot 78 excluded because the City already owned
Lot 76/67. The City told the County it was `definitely interested in acquiring" Lot 78. It
would appear that the right people simply did not know that the City already owned it
(there is nothing to suggest there was a title dispute during the intervening 10 years
or anything else that would have nullified the 1971 transaction). The Council was
informed by the Parks Departments that Lot 78 was a 25-foot wide strip, worth
$200,00, Shortly thereafter, Jerry McCaughn told Parks that the City owned Lot 78, but
that there was potentially a 15 or 30-foot wide parcel between the American Legion
property and the City Property (Lot 76/67). It would appear the intended "sale" never
took place at that point.
In November of 2001, however, the City did buy Tax Lot 78 (again) from the County,
for $270.00. This time Lot 78 was depicted as the strip of land excluded from the
American Legion property (the south 15 feet of the County ROW), but the legal
description remained the same as it always had been.
To summarize:
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Memo to File
American Legion/Parks boundary issue
Page 14
• There is a span of 30 feet between the American Legion property line and the
City Property line; two parallel 15-foot strips on either side of the quarter line. It
was to be County ROW at some point, but appears to have never been disposed
of by the County.
• An adjacent portion of this 30-foot ROW belonged to the City at some point prior
to 1960, when it was vacated by the City. It is a possibility that the City
obtained the property at issue at the same time as it acquired the ROW it
vacated in 1960, however both the City and the County repeatedly acted as
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though it was still County property that the City tried to acquire.
• The City did buy Tax Lot 78 from the County. Twice, in fact (almost three
times). Tax Lot 78 is both unquestionably north of the ROW, however, and in
two pieces, as it crosses the City Property but the legal description excepts out
that portion.
• The only conclusion is that the County still owns the 30 feet in question, unless
the County can show that the City acquired it in some way other than in the
transactions described herein.
• The City survey done on 11-12-13 confirms that American Legion is encroaching
into the north 15 feet of the SW 1/4 of the SE 1/4 of the SE 1/4, which was
presumably excluded from the deed by the County when sold to the American
Legion or its predecessor in interest. A portion of the American Legion parking
surface appears to encroach further, into the south 15 feet of the NW 1/4 of the
SE 1/4 of the SE 1/4, which was retained by the County for ROW when the
property to the north was sold to the City. The City has no property interest;
instead the County appears to still be the owner.
• These conclusions are based on recorded deeds as provided through title search,
Parks files, and King County Range/Township/Section/Quarter maps.
P:\Civll\Files\Open Files\0105-2013-Parks General\American Legion\Memo Re Title To Relevant Parcels(DAG 11-20-13).Docx
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REAL,ESTATE PURCHASE AND SALE AGREEMENT
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is made and
entered into by and between KING COUNTY, a political subdivision of the State of Washington
(the "Seller") and the CITY OF DENT, a Washington municipal corporation (the "Buyer").
Seller and Buyer are also referred to herein individually as a "Party" or collectively as "Parties."
This Agreement shall be effective as of the date it has been executed by both Parties ("Effective
Date").
RECITALS
A. Seller is transferring certain real property located in the city of Dent, Ding County,
State of Washington, the legal description of which is attached hereto as EXIHs1T A (the "Real
Property").
B. Seller previously attempted to sell and convey the Real Property to Buyer on two
different occasions through deeds dated October 27, 1971 and November 19, 2001 (the "Prior
Transactions").
C. Due to defects in the legal descriptions, the Prior Transactions did not effectively
convey title to the Real Property to Buyer, and Seller hereby desires to correct said defects and
convey title to the Real Property to Buyer.
D. Seller desires to relieve itself of liability, maintenance, and fees associated with
ownership of the Real Property.
AGREEMENT
Now; THEREFORE, in consideration of the promises and mutual covenants contained
herein, and other valuable consideration, receipt and sufficiency of which are hereby
acknowledged, the Parties hereto covenant and agree as follows:
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ARTICLE 1.
PURCHASE AND TRANSFER OF ASSETS
1.1. PROPERTY To BE SOLD. Seller shall sell and convey to Buyer on the Closing
Date (as hereinafter defined) and Buyer shall buy and accept from Seller on the Closing Date the
following assets and properties:
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1.1.1. all of Seller's right, title and interest in the Real Property as legally
described in EXHIBIT A;
1.1.2. all of Seller's right, title and interest in improvements and structures
located on the Real Property, if any;
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PSA for Sale to City of Kent
1.1.3. all of Seller's right, title and interest in and to tangible personal property, if j
any, owned by Seller and attached, appurtenant to or used in connection with the Real Property
("Personal Property");
1.1.4. all of Seller's easements and other rights that are appurtenant to the Real
Property including but not limited to, Seller's right, title, and interest in and to streets, alleys or
other public ways adjacent to the Real Property, sewers and service drainage easements, rights of
connection to the sewers, rights of ingress and egress, and leases, licenses, government approvals
and permits affecting the Real Property.
Hereinafter,the items listed in Section 1.1 are collectively referred to as the "Property."
ARTICLE 2.
PURCHASE PRICE AND CLOSING
2.1. PURCI-IASE PRICE AND PAYMENT. In consideration of the conveyance of the
Property, Seller aclmowledges previous payment by Buyer.
2.2. ALLOCATION OF PURCHASE PRICE. Seller and Buyer agree that the entire
Purchase Price is allocable to the Real Property and that the value of the Personal Property, if
any, is de minimis.
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF BUYER, CONDITION OF
PROPERTY AND TITLE
3.1. REPRESENTATIONS AND WARRANTIES OF BUYER'S AUTHORITY. As of the date
hereof and as of the Closing Date,Buyer represents and warrants that:
3.1.1 ORGANIZATION. Buyer is a municipal corporation duly organized,validly
existing and in good standing under the laws of the State of Washington. Buyer has all requisite
corporate power and authority to carry on its business as it is now being conducted in the place
where such businesses are now conducted.
3.1.2 EXECUTION,DELIVERY AND PERFORMANCE OF AGREEMENT,
AUTHORITY. The execution, delivery and performance of this Agreement by Buyer(i) is within
the powers of Buyer as a municipal corporation and (ii)has been or will be on or before the
Closing Date, duly authorized by all necessary action of the Buyer's governing authority. This
Agreement constitutes the legal,valid and binding obligation of Buyer enforceable against
Buyer in accordance with the terms hereof.
3.2. CONDITION OF PROPERTY.
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PSA for Sale to City of Kent
3.2.1 SELLER DISCLOSURE STATEMENT. To the maximum extent permitted
by RCW Ch. 64.06, Buyer expressly waives its right to receive from Seller a seller disclosure
statement ("Seller Disclosure Statement") and to rescind this Agreement, both as provided for in
RCW Ch. 64.06. Seller and Buyer acknowledge and agree that Buyer cannot waive its right to
receive the section of the Seller Disclosure Statement entitled "Environmental' (which is
contained in Section 6 of the form) if the answer to any of the questions in that section would be
"yes." Nothing in any Seller Disclosure Statement delivered by Seller creates a representation or
warranty by Seller, nor does it create any rights or obligations in the Parties except as set forth in
RCW Ch. 64.06. Buyer is advised to use its due diligence to inspect the Property as allowed for
by this Agreement, and that Seller may not have knowledge of defects that careful inspection
might reveal. Buyer specifically acknowledges and agrees that any Seller Disclosure Statement
delivered by Seller is not part of this Agreement, and Seller has no duties to Buyer other than
those set forth in this Agreement.
3.2.2. SELLER DISCLAIMER OF CONDITION OF THE PROPERTY. Seller has not
made, does not make, and specifically negates and disclaims any representations, warranties,
promises, covenants, contracts or guarantees of any kind or character whatsoever, whether
express or implied, oral or written, past, present or future, of, as to, concerning, or with respect to
the value, nature, quality, or condition of the Property (collectively "Condition of the Property"),
including,without limitation:
(a) The water, soil and geology;
(b)The income to be derived from the Property;
(c) The suitability of the Property for any and all activities and uses that
Buyer or anyone else may conduct thereon;
(d) The compliance or noncompliance of or by the Property or its
operation with any laws, rules, ordinances, regulations or decrees of any applicable governmental
authority or body or the zoning or land use designation for the Property;
(e) The habitability, merchantability, marketability, profitability or
fitness for a particular purpose of the Property;
(f) The manner or quality of the construction or materials, if any,
incorporated into the Property and the existence, nonexistence or condition of utilities serving the
Property;
(g) The actual, threatened or alleged existence, release, use, storage,
generation, manufacture, transport, deposit, leak, seepage, spill, migration, escape, disposal or
other handling of any Hazardous Substances in, on, under or emanating from or into the Property,
and the compliance or noncompliance of or by the Property or its operation with applicable
federal, state, county and local laws and regulations, including, without limitation,
Environmental Laws and regulations and seismic/building codes, laws and regulations. For
purposes of this Agreement,the term "Environmental Law"shall mean: any federal, state or local
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Page 3 of 15
PSA for Sale to City of Dent
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statute, regulation, code, rule, ordinance, order , judgment, decree, injunction or common law
pertaining in any way to the protection of human health, safety, or the enviromncnt, including
without limitation, the Comprehensive Envirorancntal Response, Compensation and Liability
Act of 1980, 42 U.S.C. § 9602 et. seq. ("CERCLA"); the Resource Conservation and Recovery
Act of 1976, 42 U.S.C. § 6901 et seq. ("RCRA"); the Washington State Model Toxics Control
Act, RCW Ch. 70.105D ("MTCA"); the Washington Hazardous Waste Management Act, RCW
Ch. 70.105; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the
Washington Water Pollution Control Act, RCW Ch. 90.48, and any laws concerning above
ground or underground storage tanks. For the purposes of this Agreement, the term "Hazardous
Substance" shall mean: any waste, pollutant, contaminant, or other material that now or in
the future becomes regulated or defined under any Enviromnental Law; or
(h)Any other matter with respect to the Property.
3.2.3. BUYERACCEPTANCEOF CONDITION OFPROPERTY.
(a) Buyer acknowledges and accepts Seller's disclaimer of the Condition
of the Property in Section 3.2.2 of this Agreement.
(b) Buyer is relying solely on its own investigation of the Property and is
not relying on any information provided or to be provided by Seller. Buyer further acknowledges
and agrees that any information provided or to be provided with respect to the Property was
obtained from a variety of sources and that Seller has not made any independent investigation or
verification of such information and maces no representations as to the accuracy or completeness
of such information and no employee or agent of Seller is authorized otherwise. Buyer further
acknowledges and agrees that Seller is not liable or bound in any manner by any verbal or written
statements, representations, or information pertaining to the Property, or the operation thereof,
furnished by any agent, employee, or contractor of Seller, any real estate broker, or any other
person.
(c) Buyer approves and accepts the Condition of the Property and agrees
to purchase the Property and accept the Condition of the Property "AS IS, WHERE IS" with all
faults and patent or latent defects, including, without limitation, the actual, threatened or alleged
existence, release, use, storage, generation, manufacture, transport, deposit, leak, seepage, spill,
migration, escape, disposal or other handling of any Hazardous Substances in, on, under or
emanating from or into the Property, and the compliance or noncompliance of or by the Property
or its operation with applicable federal, state, county and local laws and regulations including,
without limitation, Environmental Laws and regulations and seismic/building codes, laws and
regulations. Buyer shall have no recourse against Seller for, and waives, releases and discharges
forever Seller from, any and all past, present or future claims or demands, and any and all past,
present or future damages, losses, injuries, liabilities, causes of actions (including, without
limitation, causes of action in tort) costs and expenses (including, without limitation fines,
penalties and judgments, and attorneys' fees) of any and every kind or character, known or
unknown (collectively, "Losses"), which the Buyer might have asserted or alleged against Seller
arising from or in any way related to the Condition of the Property, including, without limitation,
Page 4 of 15
PSA for Sale to City of Dent
the actual, threatened or alleged existence, release, use, storage, generation, manufacture,
transport, deposit, leak, seepage, spill, migration, escape, disposal or other handling of any
Hazardous Substances in, on, under or emanating from or into the Property. Losses shall include
without limitation (a) the cost of any investigation, removal, remedial or other response action
that is required by any Environmental Law, that is required by judicial order or decree or by order
of or agreement with any governmental authority, or that is conducted voluntarily, (b) losses for
injury or death of any person, and (c) losses arising under any Environmental Law, whether or
not enacted after transfer of the Property.
3.2.4. INDEMNIFICATION. From and after the Closing Date, Buyer shall
indemnify, defend and hold Seller, its officers, agents and employees harmless from and against
any and all losses, liability, claim, agency order or requirement, damage and expense relating to
or arising out of, directly or indirectly, the Property, including without limitation those relating
the actual or threatened release, disposal, deposit, seepage, migration or escape of Hazardous
Substances at, from, into or underneath the Property, and the compliance or noncompliance of
the Property with applicable federal, state, county and local laws and regulations including,
without limitation,Environmental Laws and regulations.
3.2.5 INDEMNIFICATION TITLE 51 WAIVER. The indemnification
provisions in Sections 3.2.4 of this Agreement is specifically and expressly intended to
constitute a waiver of the Buyer's immunity under Washington's Industrial Insurance Act, RCW
Title 51, as respects Seller only, and only to the extent necessary to provide Seller with a full and
complete indemnity of claims made by Buyer's employees. The Parties aclaiowledge that
these provisions were specifically negotiated and agreed upon by them.
3.3 TITLE. Seller shall convey to Buyer the title to the Property by Quit Claim Deed
in substantially the form attached hereto as EXHIBIT B. In conveying the Property by Quit Clairn
Deed, Seller makes no title warranties whatsoever and Buyer takes subject to all easements,
leases, licenses, conditions, encroachments, restrictions, liens, taxes, assessments, fees, charges
and other encumbrances (together "Encumbrances") whether such Encumbrances are of record or
not.
ARTICLE 4.
CLOSING
4.1. CLOSING. The Closing shall occur within fifteen (15) business days of the
Effective Date. At the Closing, Seller shall execute the Quit Claim Deed, a Bill of Sale in
substantially the form of Exhibit C, and a Certificate of Non-Foreign Status substantially in the
form of Exhibit D, shall record the executed Quit Claim Deed, and shall mail a conformed copy
of the recorded Quit Claim Deed, Bill of Sale and Certificate of Non-Foreign Status to Buyer at
the address provided in Section 5.4 of this Agreement. Seller shall not be responsible for
payment of any taxes, assessments, fees or other charges related to the Property.
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PSA for Sale to City of Dent
ARTICLE 5.
MISCELLANEOUS PROVISIONS
5.1. NON-MERGER. Each statement, representation, warranty, indemnity, covenant,
agreement and provision in this Agreement shall not merge in, but shall survive the Closing of
the transaction contemplated by this Agreement unless a different time period is expressly
provided for in this Agreement.
5.2. DEFAULT AND ATTORNEYS'FEES.
5.2.1. DEFAULT BY BUYER. In the event Closing does not occur due to default
by Buyer, Seller's sole and exclusive remedy shall be to terminate this Agreement.
5.2.2. DEFAULT BY SELLER. In the event Closing does not occur due to default
of Seller, Buyer's sole and exclusive remedy shall be to terminate this Agreement.
5.2.3. ATTORNEY'S FEES. hi any action to enforce this Agreement, each Party
shall bear its own attorney's fees and costs.
5.3. TIME.
5.3.1. TIME IS OF THE ESSENCE. Time is of the essence in the performance of
this Agreement.
5.3.2. COMPUTATION of TIME. Any period of time in this Agreement shall
mean Pacific Time and shall begin the day after the event starting the period and shall expire at
5:00 p.j n. of the last calendar day of the specified period of time, unless the last day is a Saturday,
Sunday or legal holiday as defined in RCW 1.16.050, in which case the specified period of time
shall expire on the next day that is not a Saturday, Sunday or legal holiday.
5.4. NOTICES. Any and all notices or other communications required or permitted to
be given under any of the provisions of this Agreement shall be in writing and shall be deemed to
have been duly given upon receipt when personally delivered or sent by overnight courier or two
days after deposit in the United States mail if by first class, certified or registered mail, return
receipt requested. All notices shall be addressed to the Parties at the addresses set forth below or
at such other addresses as a Party may specify by notice to the other Party and given as provided
herein:
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PSA for Sale to City of Dent
If to Buyer: City of Dent
Jeff Watling
Parks Director
220 fourth Avenue South
Dent, WA 98032
253-856-5100
If to Seller: Ding County
Real Estate Services,ADM-ES-0830 500
Fourth Avenue, Room 830
Seattle,WA 98104-2337 Attn:
Steve Rizika
5.5. ENTIRE AGREEMENT AND AMENDMENT. This writing (including the Exhibits
attached hereto) constitutes the entire agreement of the Parties with respect to the subject matter
hereof and may not be modified or amended except by a written agreement specifically referring
to this Agreement and signed by all Parties.
5.6. SEVERABILITY. In the event any portion of this Agreement shall be found to be
invalid by any court of competent jurisdiction, then such holding shall not impact or affect the
remaining provisions of this Agreement unless that court of competent jurisdiction rules that the
principal purpose and intent of this contract should and/or must be defeated, invalidated or
voided.
5.7. WAIVER. No waiver of any breach or default hereunder shall be considered valid
unless in writing and signed by the Party giving such waiver and no such waiver shall be deemed
a waiver of any prior or subsequent breach or default.
5.8. BINDING EFFECT. Subject to Section 5.14 below, this Agreement shall be binding
upon and inure to the benefit of each Party, its successors and assigns.
5.9. LEGAL RELATIONSHiP. The Parties to this Agreement execute and implement this
Agreement solely as Seller and Buyer. No partnership,joint venture or joint undertaking shall be
construed from this Agreement.
5.10. CAPTIONS. The captions of any articles, paragraphs or sections contained herein
are for proposes of convenience only and are not intended to define or limit the contents of said
articles,paragraphs or sections.
5.11. GOVERNING LAW AND VENUE. This Agreement and all amendments hereto shall
be governed by and construed in accordance with the laws of the State of Washington applicable
to contracts made and to be performed therein, without giving effect to its conflicts of law rules
or choice of law provisions. In the event that either Party shall bring a lawsuit related to or
Page 7 of 15
PSA for Sale to City of Kent
arising out of this Agreement,the Superior Court of Ding County, Washington shall have
exclusive jurisdiction and venue.
5.12. No THIRD PARTY BENEFICIARIES. This Agreement is made only to and for the
benefit of the Parties, and shall not create any rights in any other person or entity.
5.13. ASSIGNMENT. Buyer shall not assign this Agreement or any rights hereunder
without Seller's prior written consent.
5.14. NEGOTIATION AND CONSTRUCTION. This Agreement and each of its terms and
provisions are deemed to have been explicitly negotiated between the Parties, and shall not be
construed as if it has been prepared by one of the Parties, but rather as if both Parties had jointly
prepared it. The language in all parts of this Agreement will, in all cases, be construed according
to its fair meaning and not strictly for or against either Party. The Parties acknowledge and
represent, as an express term of this Agreement, that they have had the opportunity to obtain and
utilize legal review of the terms and conditions outlined in this Agreement. Each Party shall be
and is separately responsible for payment of any legal services rendered on their behalf regarding
legal review of this Agreement.
5.15. COUNTERPARTS. To facilitate execution, this Agreement may be executed in as
many counterparts as may be convenient or required. It shall not be necessary that the
signature of, or on behalf of, each Party, or that the signature of all persons required to bind
any Party, appear on each counterpart. All counterparts shall collectively constitute a single
instrument. It shall not be necessary in malting proof of this Consent to produce or account for
more than a single counterpart containing the respective signatures of, or on behalf of, each
Party hereto. Any signature page to any counterpart may be detached from such counterpart
without impairing the legal effect of the signatures thereon and thereafter may be attached to
another counterpart identical thereto except having attached to it additional signature pages.
5.16. ExMBITS. The following exhibits described herein and attached hereto are fully
incorporated into this Agreement by this reference:
F,xHIBITA Legal Description
ExHrBITB Quit Claim Deed
EXHIBITC Bill of Sale and Assignment
ExHIBITD Certificate of Non-Foreign Status
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PSA for Sale to City of Kent
ExF.cUTED on the dates set forth below.
SELLER: KING COUNTY BUYER: CITY OF KENT/)
By: By:
Name: Anthony Wright N e: rz tte Coolce SE
Title: Manager, Real Estate Services Section Title: Mayor pL
Date: Date: �g
APPROVED AS To PORN:
By:
Name: Cluis Leopold
Title: Senior Deputy Prosecuting Attorney
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PSA for Sale to City of Dent
EXHIBIT A.
LEGAL DESCRIPTION
The North 15 feet of the Southwest Quarter of the Southeast Quarter of the
Southeast Quarter and the South 15 feet of the Northwest Quarter of the Southeast
Quarter of the Southeast Quarter, lying Southwesterly of Secondary State Highway
Number 5-A and County Road also known as 97n'Place South,all in Section 19,
Township 22 North,Range 5 East, of the Willamette Meridian,in Icing County,
Washington.
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PSA for Sale to City of Kent
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EXIIIBIT�
AFTER RECORDING RETURN TO:
Ding County
Real Estate Services
ADM-ES-0830
500 Fourth Avenue,Room 830
Seattle, WA 98104-2337
ATTN:STEVERIZMA
QUIT CLAIM DEED
Grantor-- Icing County,Washington
Grantee—- City of Kent,Washington
Legal---- See Exhibit A
The Grantor,KING COUNTY,apolitical subdivision of the State of Washington, for and in
consideration of the sums previously paid and relieving King County of the costs associated with
continued ownership conveys and quitclaims to Grantee,the CITY OF KENT, the following real
property situated in King County,Washington and described in EXHIBIT A, attached hereto and
incorporated herein by this reference including after acquired title.
GRANTOR
KING COUNTY
BY:
Anthony Wright, Manager,Real Estate Services
DATE:
Approved as to Form:
BY:
Chris Leopold
Senior Deputy Prosecuting Attorney
NOTARY BLOCK APPEARS ON NEXT PAGE
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PSA for Sale to City of Kent
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NOTARY BT OCK FOR KING COUNTY
SPATE OF WASHINGTON)
)SS
COUNTY OF KING )
On this day of 2016, before nne, the undersigned, a
Notary Public in and for the State of Washington, duly commissioned and sworn,personally appeared
ANTHONY WRIGHT, to me known to be the Manager of the Real Estate Services Section in the Facilities
Management Division of the King County Department of Executive Services, and who executed the
foregoing instrument and acknowledged to vne that HE was authorized to execute said instrument on
behalf of KING COUNTYfor the uses and purposes therein mentioned
WV1WFSS my hand and official seal hereto axed the day and year in this certificate above written.
Notary Public in and for the
State of Washington,residing
at
City and State
Signature
Printed Name
My appointment expires
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PSA for Sale to City of Dent
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EXHIBIT A TO QUITCLAIM DEED
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LEGAL DESCRIPTION
The North 15 feet of the Southwest Quarter of the Southeast Quarter of the
Southeast Quarter and the South 15 feet of the Northwest Quarter of the Southeast
Quarter of the Southeast Quarter, lying Southwesterly of Secondary State Highway
Number 5-A and County Road also known as 97"'Place South, all in Section 19,
Township 22 North,Range 5 East, of the Willamette Meridian,in King County,
Washington.
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PSA for Sale to City of Kent
EXHIBIT C.
BILL OF SALE AND ASSIGNMENT
THIS BILL OF SALE is made as of this day of 2016, by KING
COUNTY, a political subdivision of the State of Washington("Seller"),in favor of the CITY OF
KENT(`Buyer"),with reference to the following facts.
NOW, THEREFORE,for good and valuable consideration,the receipt and adequacy of
which is hereby aclmowledged, Seller does hereby absolutely and unconditionally give, grant,
bargain, sell, transfer, set over, assign, convey,release, confirm and deliver to Buyer all of
Seller's right,title and interest in and to any and all equipment,furniture, furnishings, fixtures
and other tangible personal property owned by Seller that is attached, appurtenant to or used in
connection with the real property legally described on the attached Exhibit A.
IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the date first above
written.
SELLER:
By:
Narne: Anthony Wright
Title: Manager, Real Estate Services Section
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PSA for Sale to City of Kent
EXHIBIT D.
Seller's Certification of Non-Foreign Status tinder
Foreign Investment in Real Property Tag Act(26 U.S.C. 1445)
Section 1445 of the internal Revenue Code provides that a transferee of a U.S, real
property interest must withhold tax if the transferor is a foreign person. For U.S.tax purposes
(including Section 1445),the owner of a disregarded entity(which has legal title to a U.S. real
property interest under local law)will be the transferor of the property and not the disregarded
entity. To inform the transferee that withholding of tax is not required upon the disposition of a
U.S. real property interest by King County("Transferor"),the undersigned hereby certifies the
following on behalf of Transferor:
1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Internal Revenue Code and
Income Tax Regulations);
2. Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii);
3. Transferor's U.S. employer identification number is 91-6001327;
4. Transferor's office address is King County Facilities Management Division, Real
Estate Services Section, Room 800 King County Administration Building, 500
Fourth Avenue, Seattle, WA 98104.
Transferor understands that this certification may be disclosed to the Internal Revenue
Service by transferee and that any false statement contained herein could be punished by fine,
imprisonment, or both.
Under penalties of perjury I declare that I have examined this certification and to the best
of my knowledge and belief it is true, correct, and complete, and I further declare that I have
authority to sign this document on behalf of Transferor.
Dated this—day of 2016.
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Icing County, Transferor:
By:
Name: Anthony Wright
Title:Manager,Real Estate Services Section
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PSA for Sale to City of Kent