HomeMy WebLinkAboutPurchase and Sale Agreement REAL ESTATE PURCHASE AND SALE AGREEMENT
This Real Estate Purchase and Sale Agreement (this "Agreement") is made and entered
by and between the City of Renton, Washington, a municipal corporation (the "Seller") and the
Housing Authority of the City of Renton, a municipal corporation (the "RHA") with regard to the
following:
RECITALS:
A. Seller owns that property in Renton, King County, Washington, legally described
on Exhibit A, attached hereto and incorporated by this reference (the "Property"�. Seller and
RHA hereby authorize the insertion over their signatures of the correct legal description of the
Property if unavailable at the time of signing, or to correct the legal description previously
entered if erroneous or incomplete.
B. Seller desires to sell to the RHA, and the RHA desires to purchase from Seller, the
Property, subject to the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the parties agree as follows:
1. Purchase and Sale Terms. The RHA shall purchase the Property from Seller and
Seller shall sell the Property to the RHA on the following terms and conditions:
1.1 Purchase Price for Property. The Purchase Price to be paid by the RHA to
Seller for the Property shall be Nine Hundred Fifteen Thousand and No/100ths Dollars
($915,000.00) (the "Purchase Price"). The Purchase Price shall be paid in cash at Closing.
1.2 Earnest Monev Deposit. Within five (5) business days after the mutual
execution of this Agreement, the RHA will deliver a check to the Escrow Agent (as identified in
Paragraph 4.1 below), funds in the sum of Five Thousand No/100ths Dollars ($5,000.00) (the
"Deposit"). Except as otherwise provided in this Agreement, the Deposit and all accrued
interest will be credited to the RHA at Closing and applied to payment of the Purchase Price.
1.3 Date of Closin�. The transaction of purchase and sale as set forth in this
Agreement shall be closed on or before March 31, 2017 (the "Date of Closing"), subject to the
satisfaction and/or waiver of all contingencies set forth more fully below.
2. Contin�encies. This Agreement and the RHA's obligations under this Agreement
are conditioned upon the occurrence of each of the following to the RHA's reasonable
satisfaction:
2.1. Condition of Title. Within fourteen (14) days of the mutual execution of
this Agreement, Seller shall cause First American Title Insurance Company, 818 Stewart Street,
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Suite 800, Seattle, WA 98101 (the "Title Company") to issue to the RHA a preliminary
commitment for standard owner's policy of title insurance for the Property, together with full
copies of any exceptions set forth therein (the "Preliminary Commitment"). The RHA shall have
fourteen (14) days after delivery of the Preliminary Commitment within which to notify Seller,
in writing, of the RHA's disapproval of any exceptions shown on the Preliminary Commitment; ,
provided, that all monetary encumbrances and liens, if any, shall be deemed automatically
disapproved and shall be paid by Seller at Closing.
If the RHA disapproves any of the exceptions or defects set forth in the
Preliminary Commitment, Seller shall have ten (10) days from delivery of the RHA's notice to
eliminate any disapproved exceptions from the policy of title insurance to be issued in favor of
the RHA; provided, that, if such exceptions or defects cannot be eliminated within such ten (10)
day period, Seller may notify the RHA in writing of Seller's agreement to remove such
exceptions or defects, in which case such exceptions or defects shall be removed from title
prior to Closing.
If disapproved exceptions are not eliminated within said ten (10) day period, or if
Seller fails to notify the RHA within ten (10) days of Seller's willingness to remove such
exceptions prior to Closing, or if Seller notifies the RHA in writing that Seller will not eliminate
the same, then this Agreement shall terminate, and neither the RHA nor Seller shall have any
further rights, duties or obligations hereunder, unless within five (5) days after the earlier of (i)
the expiration of said ten (10) day period, or (ii) the date that Seller notifies the RHA that Seller
will not eliminate the disapproved exceptions, the RHA waives its prior disapproval and elects
to proceed with Closing subject to the disapproved exceptions. The title exceptions approved
as provided herein are referred to as the "Permitted Exceptions."
2.2 Waiver of Contin�encies. If the RHA notifies Seller in writing that the
contingencies set forth herein have been waived, or if the contingencies otherwise are satisfied
or expire on their own terms, the Closing of this transaction shall thereafter proceed in
accordance with the terms hereof.
2.3 Environmental Review. The RHA, at its sole cost and expense, will obtain
such environmental review as it desires or as otherwise required under HUD regulations
("Environmental Review"), which shall be satisfactory to RHA at its sole discretion. The RHA
shall notify Seller if it finds such Environmental Review unsatisfactory and ask Seller for
additional time to conduct further environmental work or terminate this Agreement, at its
discretion, as provided in Section 2.4 below. Seller grants its permission to the RHA and or its
agents to go upon the Property to complete this Environmental Review. Any damage to the
Property caused by such Environmental Review activity shall be repaired by the RHA.
Notwithstanding any other provision of this Agreement, RHA shall have no obligation to
purchase the Property, and no transfer of title to the RHA may occur, unless and until the RHA
has provided the Seller with a written notification that: (1) RHA has completed a federally
required Environmental Review and its request for release of federal funds has been approved
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and, subject to any other contingencies in this Agreement, (a) the purchase may proceed, or (b)
the purchase may proceed only if certain conditions to address issues in the Environmental
Review shall be satisfied before or after the purchase of the Property; or (2) RHA has
determined that the purchase is exempt from federal Environmental Review and a request for
release of funds is not required. The RHA shall use its best efforts to conclude the
Environmental Review of the Property expeditiously.
2.4 Failure of Contin�encv. The conditions contained in Subparagraphs 2.1,
2.2 and 2.3 are intended solely for the benefit of the RHA. Except as otherwise expressly
provided herein, if any of the foregoing conditions are not satisfied, and the RHA does not
otherwise notify Seller in writing that the RHA has, in its sole discretion, elected to waive the
condition in question and proceed with the transaction, then this Agreement shall
automatically terminate and be of no further force or effect, whereupon, except as otherwise
provided in this Agreement, neither party hereto will have any further rights, duties or
obligations under this Agreement and the Deposit previously delivered by the RHA, and all
interest accrued thereon, shall be immediately returned to the RHA.
3. Convevance of Title. On the Date of Closing, the title to the Property shall be
conveyed to the RHA by statutory warranty deed subject only to the Permitted Exceptions.
Prior to or concurrent with the delivery of the statutory warranty deed, Seller shall also deliver
or cause to be delivered to the RHA, for the RHA's benefit, a final ALTA Standard Coverage
Owner's Policy of Title Insurance for the Property in the RHA's name and in the amount of the
Purchase Price, containing only those Permitted Exceptions. The RHA may, in its discretion,
elect to obtain an extended coverage owner's policy; provided, that the RHA shall be
responsible for the additional costs associated with such coverage.
4. Closin�and Escrow.
4.1 Escrow A�ent. The Title Company shall act as the escrow agent for this '
transaction (the "Escrow Agent"). Upon the mutual execution of this Agreement, the RHA shall
deposit an executed counterpart with the Escrow Agent for consummation of the purchase and
sale contemplated hereby. Seller and the RHA shall execute such additional and supplementary
escrow instructions as may be reasonable or appropriate to enable the Escrow Agent to comply
with the terms of this Agreement. In the event of a conflict between the provisions of this
Agreement and any escrow instructions, the terms of this Agreement shall govern.
4.2 Prorations. All taxes and assessments for the Property shall be prorated
as of the Date of Closing.
4.3 Fees and Closin� Costs. On Closing, the Seller shall pay the premium for
the title insurance to be issued by the Title Company for the benefit of the RHA in the amount
of the Purchase Price. The RHA shall pay the excess premium attributable to any extended
coverage or endorsements requested by the RHA and the recording fees for the statutory
warranty deed. The Seller and the RHA shall each pay one-half of the escrow fees charged by
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the Escrow Agent. Unless otherwise agreed, any other fees and closing cost shall be paid by the
applicable party as is customary in such transactions.
4.4 Closin� Obli�ations of Purchaser. On or before Closing the RHA shall ',
deliver to the Escrow Agent the following:
4.4.1 The Purchase Price, in all cash.
4.4.2 A Closing Statement in form and content reasonably satisfactory
to the parties.
4.4.3 Any other documents necessary to effect the transaction
contemplated in this Agreement.
4.5 Closing Obli�ations of Seller. At Closing, Seller shall deliver to the Escrow
Agent the following duly executed and acknowledged documents (where appropriate):
4.5.1 A statutory warranty deed sufficient to convey fee simple title to
the Property, subject only to the Permitted Exceptions.
4.5.2 A Closing Statement in form and content reasonably satisfactory
to the parties.
4.5.3 A FIRPTA certification.
4.5.4 A Real Estate Excise Tax Affidavit executed by Seller in form
required by law.
4.5.5 Any other documents necessary to effect the transaction
contemplated in this Agreement.
4.6 Possession. The RHA shall be entitled to possession upon Closing.
"Closing" means the date on which all documents are recorded and the sale proceeds are
available for unconditional disbursal to Seller.
5. Default. In the event that Seller breaches this Agreement, the RHA shall, in its
sole discretion, (i) have the right to pursue specific performance of this Agreement or (ii)
receive the Deposit and terminate this Agreement; in either case, such remedy shall be the
RHA's sole and exclusive remedy for Seller's breach hereof. If the RHA is the defaulting party,
then Seller may retain the Deposit as liquidated damages (and not as a penalty) as the sole and
exclusive remedy available to Seller for such failure.
Seller' s Initials� The RHA's Initial
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6. Seller's Representations and Warranties. Seller represents and warrants to
the RHA as follows:
6.1 Ownership; Non-Forei�n Status. Seller owns the Property and has the
right to sell the Property and is not a foreign person as defined by the Foreign Investment in
Real Property Tax Act, IRS Section 1445(b)(2), as amended.
6.2 Property Information. To the best of Seller's knowledge, the information
regarding the Property as provided by Seller is complete, accurate, true and correct and does
not fail to state any fact without which such information would be misleading.
6.3 Hazardous Materials. To the best of Seller's knowledge, no hazardous or
toxic waste or other hazardous materials have been deposited or spilled on or under the
Property or exist on or under the Property. For purposes of this Agreement, "hazardous
materials" shall mean any material which is defined as hazardous, toxic or radioactive in any
federal, state or local statute, regulation, ordinance or law applicable to the Property, or which
is otherwise publicly regulated for reasons of human health or the environment, including,
without limitation, asbestos and petrochemicals.
6.4 Notices of Violation. To the best of Seller's knowledge, the Property is
not in violation of any applicable covenant, condition or restriction or any applicable statute,
ordinance, regulation, order, permit, rule or law, including without limitation, any building,
zoning or environmental restriction or requirement concerning filling, use, construction,
maintenance, repair, replacement, operation or occupancy, and Seller has not received from
any governmental agency any notice of the existence of any such violations.
6.5 Pendin� Actions. To the best of Seller's knowledge, there is no action or
proceeding pending or threatened against Seller or the Property, including but not limited to
condemnation proceedings, which challenges or impairs Seller's ability to execute or perform
its obligations under this Agreement.
6.6 Survival of Warranties. All of Seller's representations and warranties '
provided in this Agreement shall survive Closing.
7. Condition of Propertv. The RHA acknowledges that Seller is selling the Property '�,
"as is, where is and with all faults" without representation, warranty or covenant (express or
implied) except as specifically set forth herein. Seller has not made and shall not be deemed to
have made any representation, warranty or covenant (express or implied) and shall not have
any liability whatsoever as to the title, value, habitability, use, design, operation or fitness for
use of the Property, except as specifically set forth herein. ',
8. Indemnification. Seller agrees to defend (with counsel approved by the RHA),
fully indemnify and hold entirely free and harmless the RHA from and against all claims,
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judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation,
sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees) that are
imposed on, paid by or asserted against the RHA or its successors or assigns, by reason or on
account of, or in connection with, or arising out of (a) the presence or suspected presence of
Hazardous Material in the soil, groundwater or soil vapor on or about the premises, or (b) the ,
migration of any Hazardous Material from or onto the premises, or (c) the violation of any
Environmental Law, and, with respect to (a), (b) and (c), that existed as of or prior to the Closing
Date and only if it did so in violation of Seller's representations. This indemnification of the
RHA by Seller includes, without limitation, costs incurred in connection with any of the
following:
8.1 Any investigative or remedial action involving the presence of Hazardous
Material on or about the premises or releases of Hazardous Material from the premises;
8.2 Any allegations made by any governmental authority or any private
citizen or entity or group of citizens or entities as to the violation of any Environmental Laws
involving the premises or the operations conducted thereon; and/or
8.4 Any injury or harm of any type to any person or entity or damage to any
property arising out of, in connection with or in any way relating to (i) the generation,
manufacture, refinement, transportation, treatment, storage, recycling, disposal or release, or
other handling of Hazardous Material on or about the premises or pursuant to the operations
conducted thereon, and/or (ii) the violation of any Environmental Laws, and/or (iii) the
contamination of the premises.
9. Miscellaneous.
9.1 Funds to Close. The RHA represents that it has sufficient funds to close
this sale in accordance with this Agreement, and it is not relying on any contingent source of
funds or gifts unless expressly set forth elsewhere in this Agreement.
9.2. Attorneys' Fees. In the event of any dispute, including arbitration or
litigation concerning this Agreement or if this Agreement is otherwise placed with an attorney
for action, then the prevailing party shall be awarded all costs and expenses, and reasonable
attorney fees. In the event of trial, the amount of the attorney fees shall be fixed by the court.
The venue of any such suit shall be King County, Washington.
9.3 Entire A�reement. This Agreement constitutes the full and entire
understanding between Seller and the RHA. There are no verbal agreements that modify or
affect this Agreement.
9.4 Bindin� Effect. This Agreement applies to, inures to the benefit of, and is
binding on not only the parties hereto, but on their heirs, devisees, legatees, administrators,
executors and assigns.
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9.5 Computation of Time. Any time limit in or applicable to a notice shall
commence on the day following receipt of the notice and shall expire at midnight of the last
calendar day of the specified period of time, unless the last day is Saturday, Sunday or legal
holiday as defined in RCW 1.16.050, in which event the time limit shall expire at midnight of the
next business day. Any specified period of five (5) days or less shall include business days only.
Time is of the essence on this Agreement.
9.6 Notices. All notices, demands, consents, approvals and other
communications which are required or desired to be given by either party to the other
hereunder shall be in writing and shall be hand delivered or sent by United States regular mail,
postage prepaid, addressed to the appropriate party at its address set forth below, or at such
other address as such party shall have last designated by notice to the other, or by email sent to
the email addresses identified below. Notices, demands, consents, approvals, and other
communications shall be deemed given when delivered or three days after mailing to the
following addresses:
To the Seller: Attn: Kelly Beymer
City of Renton
1055 South Grady Way
Renton WA 98055
Email thigashiyama@rentonwa.gov
With a copy to Lawrence J. Warren
City of Renton
1055 South Grady Way
Renton 111/A 98055 .
Email Iwarren@rentonwa:gov
To RHA: Attn: Mark Gropper
Housing Authority of the City of Renton
2900 NE 10th Street
Renton WA 98056
Email mrg@rentonhousing.org
With a copy to Eric Frimodt
Inslee, Best, Doezie and Ryder, PS
10900 NE 4t" Street Suite 1500
PO Box 90016
Bellevue WA 98009-9016
Email efrimodt@insleebest.com
9.7 Assignment. Except as specifically permitted herein, this Agreement shall
not be assigned without the express written consent of the other party, which consent shall not
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be unreasonably withheld. Such assignment shall be contingent upon the assignee assuming all
responsibilities, obligations and liabilities hereunder. Said assignment shall not relieve the
assignor from liability hereunder and assignor shall remain jointly and severally liable with
assignee in the event of any breach of this Agreement by assignee or assignor.
This Agreement is accepted without further change or counteroffer this Z� day of
�' .��.,,, �;...r , 201 7 , which shall be deemed the date of mutual
acceptance of this greement.
SELLER: RHA:
The Ci of Renton Housing Authority of t Cit f Renton
BY \ gY
Denis Law, May r Mark Gro , Ex ' e or
Dated �-Z 3�' Dated G/. /�7� 24�7
Attest:
By ` 23 i
Jas A. Set ity Clerk
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EXHIBIT A
To
REAL ESTATE PURCHASE AND SALE AGREEMENT
Legal Description of Property
PARCEL A:
THAT PORTION OF PUBLIC USE AREA ADJACENT TO TRACT 46B IN BLOCK 46 OF CORRECTED
PLAT OF RENTON HIGHLANDS NO. 2, AN ADDITION TO THE CITY OF RENTON, ACCORDING TO
THE PLAT RECORDED IN VOLUME 57 OF PLATS, PAGES 92 TO 98, INCLUSIVE, RECORDS OF
COUNTY OF KING, WASHINGTON, LYING SOUTH OF A LINE DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF LOT 21, BLOCK 46 OF SAID PLAT;
THENCE EAST TO THE SOUTHWEST CORNER OF TRACT 46A OF SAID PLAT;
AND LYING NORTH OF THE FOLLOWING DESCRIBED LINE:
BEGINNING AT THE SOUTHWEST CORNER OF LOT 19, BLOCK 46 OF SAID PLAT;
THENCE SOUTH 03°35'47" WEST 25.58 FEET FROM THE SOUTHWEST CORNER OF SAID LOT 19;
THENCE SOUTH 86�34'36" EAST 200.80 FEET TO THE CENTERLINE OF VACATED HARRINGTON
PLACE NORTHEAST AND THE TERMINUS OF SAID LINE;
TOGETHER WITH A 10 FOOT WALKWAY LYING BETWEEN TRACTS 46A AND 46B OF SAID PLAT
AND BETWEEN LOTS 20 AND 21 OF SAID BLOCK 46.
PARCEL A-1:
PORTION OF TRACT 46B OF BLOCK 46 OF CORRECTED PLAT OF RENTON HIGHLANDS NO. 2, AN
ADDITION TO THE CITY OF RENTON, ACCORDING TO THE PLAT RECORDED IN VOLUME 57 OF
PLATS, PAGES 92 TO 98, INCLUSIVE, RECORDS OF COUNTY OF KING, WASHINGTON, AND THAT
PORTION OF VACATED HARRINGTON PLACE NORTHEAST (FORMERLY 12TH PLACE), DESCRIBED
AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF TRACT 46B AND THE NORTHERLY
LINE OF A 50 FOOT STRIP OF LAND DEEDED IN AUDITOR'S FILE NO. 6471625;
THENCE NORTH 32'15'S8" EAST ALONG SAID WESTERLY LINE 216.08 FEET TO THE TRUE POINT
OF BEGINNING;
THENCE SOUTH 57°44'02" EAST 110.00 FEET TO THE WESTERLY MARGIN OF SAID HARRINGTON
PLACE NORTHEAST;
THENCE SOUTH 32°15'S8" WEST ALONG SAID MARGIN 187.69 FEET TO THE SOUTH LINE OF
RENTON LOT LINE ADJUSTMENT NO. LLA 7-83, RECORDED UNDER RECORDING NO.
8304119003;
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THENCE SOUTH 86�34'36" EAST ALONG SAID SOUTH LINE 6.03 FEET;
THENCE NORTH 31�24'45" EAST 186.09 FEET;
THENCE NORTH 58°24'13" WEST 110.21 FEET;
THENCE NORTH 30'S6'11" EAST 99.11 FEET TO THE NORTHWESTERLY CORNER OF SAID TRACT
46 B;
THENCE SOUTH 32'15'S8" WEST ALONG THE WESTERLY LINE OF SAID TRACT 99.09 FEET TO THE
POINT OF BEGINNING.
PARCEL A-2:
PORTION OF TRACT 46B OF BLOCK 46 OF CORRECTED PLAT OF RENTON HIGHLANDS NO. 2, AN
ADDITION TO THE CITY OF RENTON, ACCORDING TO THE PLAT RECORDED IN VOLUME 57 OF
PLATS, PAGES 92 TO 98, INCLUSIVE, RECORDS OF COUNTY OF KING, WASHINGTON, LYING
NORTHERLY OF THE FOLLOWING DESCRIBED LINE:
BEGINNING AT THE SOUTHWEST CORNER OF LOT 19, BLOCK 46 OF SAID PLAT;
THENCE SOUTH 03°35'47" WEST 25.58 FEET FROM THE SOUTHWEST CORNER OF SAID LOT 19;
THENCE SOUTH 86�34'36" EAST 200.80 FEET TO THE CENTERLINE OF VACATED HARRINGTON
PLACE NORTHEAST AND THE TERMINUS OF SAID LINE;
AND LYING SOUTHERLY AND WESTERLY OF THE FOLLOWING DESCRIBED LINE:
BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF TRACT 46B AND THE NORTHERLY
LINE OF A 50 FOOT STRIP OF LAND DEEDED IN AUDITOR'S FILE N0. 6471625;
THENCE NORTH 32�15'S8" EAST ALONG SAID WESTERLY LINE 216.08 FEET TO THE TRUE POINT
OF BEGINNING;
THENCE SOUTH 57`44'02" EAST 110.00 FEET TO THE WESTERLY MARGIN OF SAID HARRINGTON
PLACE NORTHEAST;
THENCE SOUTH 32'15'S8" WEST ALONG SAID MARGIN 187.69 FEET TO THE SOUTH LINE OF
RENTON LOT LINE ADJUSTMENT NO. LLA 7-83, RECORDED UNDER RECORDING NO. 8304119003
AND THE TERMINUS OF SAID LINE.
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