HomeMy WebLinkAboutL_Purchase and Sale Agreement20180810112738294.pdfREAL ESTATE PURCHASE AND SALE AGREEMENT
.y �THIS REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement') is made and
8 entered into ' 2018 by and between Apex Enterprises
Group, LLC,, Washington Limited Liability
Companies, together known as the ("Purchaser') and Puget Sound Energy, Inc., a
Washington corporation, ("Seller"). Seller agrees to sell and convey and Purchaser agrees to
purchase upon the terms and conditions contained herein, that real property and improvements
located in King County, State of Washington, and legally described as:
Y The Legal Description of the Property is attached hereto as Exhibit "A", being a portion of King
County Tax ID Number 202305-9013, the ("Property') herein.
See attached Exhibit "B" for a sketch of Property.
The Parties acknowledge that as of the Effective Date, the Property is not a legal "lot" as
that term is defined in RCW Chapter 58.17. As more particularly set forth in Sections 6
and 12, the sale of the Property is conditioned upon Purchaser's completion of a
boundary line adjustment ("BLA") to create the Property. At the request of Purchaser,
Seller shall reasonably cooperate and sign all documents necessary to satisfy the BLA
requirements. 4
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1 . Purchase Price. The total Purchase Price shall be .EighUmn Thousand Dollard"
($$&0Wk N), payable all cash at closing.
Terms and Conditions. In the event that Purchaser fails, without legal excuse, to
11� complete the purchase of the property the earnest money deposit made by the
nitd Purchaser shall be forfeited to the Seller as the sole and exclusive remedy available to
b the Seller for such failure.
3. Contingency/Feasibility Studies.
(a) Purchaser, and its agents and subcontractors, are granted a right of entry upon the
Property for a period of sixty (60) days after the execution date ("Feasibility Review
Period") for the purpose of performing environmental audits, soil test, engineering,
economic studies and such other studies of the property as Purchaser may deem
necessary to determine the suitability of the soil conditions, zoning, access,
availability of utilities, and other physical or economic conditions of the Property. If
the results of such audits, tests or studies are unsatisfactory in Purchaser's
opinion, or if Purchaser's review of land use issues, availability of governmental
approval's, and economic feasibility is unsatisfactory in Purchaser's opinion,
Purchaser may at Purchaser's option, elect to terminate this Agreement by giving
Seller written notice of termination prior to the end of the Feasibility Review Period.
(b) At the conclusion of the referenced sixty (60) day period, Purchaser shall either
specify or waive all remaining contingencies relating to the physical and economic
conditions of the Property and Purchaser's proposed improvements. Purchaser
also agrees that at the conclusion of the sixty (60) day period and waiver of
physical and economic conditions, the Earnest Money shall be converted to cash
and become non-refundable as provided in Paragraph 5.
(c) If Purchaser has not completed the BLA prior to the expiration of the Feasibility
Review Period, Purchaser may either terminate this Agreement or give notice
waiving all contingencies under this Section other than the satisfactory completion
of the BLA before the Closing Date. If the BLA is not completed on or before five
(5) days prior to the Closing Date, then Purchaser or Seller may terminate this
Agreement unless the Closing Date and the deadline to complete the BLA are
extended by the Parties.
4. Title Insurance. Purchaser may order and pay for any title insurance commitment and
title policy that Purchaser may require. At minimum, Purchase will order a standard form
title policy from First American Title and Escrow.
5. Earnest Money Receipt. Within 10 days of the execution of this Agreement by Seller,
Purchaser shall deposit with First American Title and Escrow (Escrow Agent), the
amount of One Thousand Three Hundred Dollars ($1,800.00) (the "Earnest Money").
1 Purchaser's Initials: Seller's Initials:
Escrow Agent shall hold the Earnest Money in an interest bearing account. The interest
earned on the Earnest Money shall be deemed part of the Earnest Money deposited
hereunder.
6. Conveyance by Quick Deed. At closing, fee title to the Property shall be conveyed to
the Purchaser by Quick Claim Deed.
7. Seller Represents. To the best of Seller's knowledge, Seller makes the following
representations:
(a) All documents to be executed by Seller will be validly executed and delivered and
will be binding upon Seller's performance in this transaction and shall not conflict
with or constitute a default under the terms and conditions of any agreement to
which Seller's are bound or are party.
(b) There is no knowledge of any legal action of any kind or nature affecting the
Property which will in any way detrimentally affect Purchaser completing the
purchase of the Property.
(c) There are no pending or contemplated assessments or similar charges which will
affect the Property.
8. Escrow Closing Agent, Closing Costs and Prorations. This transaction shall be
closed by First American Title and Escrow. Purchaser shall pay all of the escrow agent's
fees and any title insurance premiums for title insurance purchased by Purchaser. Seller
shall pay the real estate excise tax, and the unpaid property taxes for the year of closing
shall be prorated as of the date of closing. Purchaser shall pay all recording fees.
9. Closing Date —Possession. This transaction shall be closed after removal of all
contingencies, but in no case later than I�%r. a2 � , 2018. The Closing
Date may be extended by mutual written agreement of Purchaser and Seller. Purchaser
shall be entitled to possession upon closing. Closing shall be defined as that date on
which all documents have been recorded and all funds have been made available for
disbursement to Seller.
10. Default Remedies,
Upon Seller's default under this Agreement, the Purchaser may, at
the Purchaser's option: (a) specifically enforce the Agreement, and/or (b) recover actual
damages from the Seller. Upon Purchaser's default under this Agreement, Seller's sole
and exclusive remedy shall be to retain the Earnest Money as liquidated damages.
11. Attorneys' Fees. If any suit or other proceeding is instituted by either part
y to this
agreement arising out of or pertaining to this agreement, including but not limited to filing
OU it or requesting an arbitration, mediation, or other alternative dispute resolution
process (collectively "Proceedings"), and appeals and collateral actions relative to such
suit or proceeding, the prevailing party as determined by the court or in the proceeding
shall be entitled to recover its reasonable attorneys' fees and all costs and expenses
incurred relative to such suit or proceeding from the non -prevailing party, in addition to
such other available relief.
12. Time of Essence. Time is of essence for this Agreement.
13. Governing Law and Venue. This Agreement shall be governed by and construed
according to the laws of the State of Washington. Jurisdiction and venue of any suit
arising out of or related to this agreement shall be exclusively in the state and federal
courts of Skagit County, Washington.
14. Headings. Paragraph headings in the Agreement are insert
ed solely for the
convenience of the parties and are not intended to govern, limit, or aid in the
construction of any of the terms or provisions.
15. Entire Agreement. There are no verbal or other agreements which modify or affect this
Agreement, and Purchaser and Seller agree that this Agreement constitutes the full and
complete understanding between Purchaser and Seller.
16. Non -Merger. The terms and provisions of this Agreement shall not merge in, but shall
survive, the closing of this transaction.
Purchaser's Initials:
Seller's Initials:
17. Written Notices. All Notices required by this Agreement shall be considered properly
delivered (a) when personally delivered, or (b) when transmitted by facsimile showing
date and time of transmittal, or (c) on the day following mailing, postage prepaid,
certified mail, return receipt requested, or (d) one (1) day after depositing in overnight
carrier, e.g. Federal Express to:
Purchaser: Apex Enterprise Group, LLC
Seller: Puget Sound Energy
Real Estate Department, PSE -10S
P.O. Box 97034
Bellevue, WA 98009-9734
18. Counterparts. This Agreement may be executed in counterparts, all of which together
shall be deemed to be an original, even if the parties have not executed the same
original.
19. Assignment. Any subsequent assignment of this agreement shall be subject to the
written approval of the Seller, with such approval not to be unreasonably withheld.
PURCHASER: Apex Enterprise Group, LLC
By:
Its:
Washington Commercial I
By� /
Its:
te:
ent, LLC
ACCEPTANCE BY SELLER. On this date we approve the foregoing Purchase and Sale
Agreement and agree to perform all of the terms thereof on the part of the Seller to be
performed.
DATE OF ACCEPTANCE:
SELLER
Sound Energy, Inc.
By:
Brett Bolton, Manager Real Estate
3 L
Purchaser's Initials: �f/ Seller's Initials:
EXHIBIT "'A"
LEGAL. DESCRIPTION OF THE PROPERTY
PQRTION OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF
SECTION 20, TOWNSHIP 23 NORTH, RANGE 5 EAST, W.M., IN KING COUNTY
WASHINGTON, DESCRIBED AS FOLLOWS.
COMMENCING ON THE EAST LINE OF SAID SUBDIVISION AT A POINT WHICH IS
SOUTH 01'45'20" WEST 475.79 FEET FROM THE NORTHEAST CORNER
THEREOF,
THENCE NORTH 01'45'20" EAST, ALONG SAID EAST LINE, 158.00 FEET;
THENCE: SOUTH 89'09'24° WEST, PARALLEL WITH THE NORTH LINE OF SAID
SUBDIVISION 621.79 FEET TO THE POINT OF BEGINNING;
THENCE CONTINUING SOUTH 89'09'24" WEST 12.40 FEET TO THE EAST MARGIN
OF GRANT AVENUE SOUTH AND THE BEGINNING OF A CURVE TO THE LEFT
HAVING A RADIUS OF 155.00 FEET WHOSE CENTER BEARS NORTH 77'24056"
EAST;
THENCE SOUTHEASTERLY ALONG SAID EAST MARGIN AND CURVE A DISTANCE
OF 75.90 FEET THROUGH A CENTRAL ANGLE OF 28603124" TO A POINT OF
REVERSE CURVATURE WHOSE CURVE HAS A RADIUS OF 230.00 FEET;
THENCE CONTINUE SOUTHEASTERLY ALONG SAID EAST MARGIN AND CURVE TO
THE RIGHT A DISTANCE OF 40.43 FEET THROUGH A CENTRAL ANGLE OF
0004'17" TO A POINT OF NON -TANGENCY BEING ON THE SOUTHEASTERLY
MARGIN OF THE BONNEVILLE POWER ADMINISTRATION RIGHT OF WAY AS
RECORDED UNDER KING COUNTY RECORDING NUMBER 5178076, ALSO BEING
THE MARGIN OF A PUGET SOUND ENERGY EASEMENT RECORDED UNDER
RECORDING NUMBER 5162689, SAID RIGHT OF WAY IS SHOWN ON THE
RECORD OF SURVEY RECORDED IN VOLUME 27 OF SURVEYS, PAGES 225 AND
225B$
THENCE NORTH 26408'20" EAST, ALONG SAID SOUTHEASTERLY MARGIN, 1.55
FEET;
THENCE NORTH 24`42'26" WEST 108.76 FEET TO AFOREMENTIONED PARALLEL
LINE AND THE POINT OF BEGINNING.
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PROFESSIONAL LAND SURVEYORS
10007 GREENWOOD AVE N., SEATTLE, WA 98133 (206)525-3660
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ADJUSTED
NEW LOT LINE
PUGET SOUND ENERGY
�urcvt RADIUS ARS
C 1 155.00' 75.
C 2 230.00' 40.
Scale 1 " = 60'
12.40' -- (gyp
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28'03'24„
10'04' 17"
(PARALLEL WITH THE NORTH
LINE OF NE 1 /4, SW 1 J4
S
D LOT LINE
EC. 20, TWP. 23N., RGE 5E.)
GRANT AVE. TOWNHOUSES
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PROFESSIO � S
NAL LANA SURVEYORS
10007 GREENWOOD AVE N., SEATTLE, VILA 98133 (206)525-3650