AG 21-147 - SOUND TRANSITRETURN TO: PW ADMIN EXT: 2700 ID #: 3947
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT/DIV: PUBLIC WORKS / Sound Transit
2. ORIGINATING STAFF PERSON: Ryan Medlen EXT: 3. DATE REQ. BY: 8/3/2021
3. TYPE OF DOCUMENT (CHECK ONE):
p CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
* OTHER Real Fstate Plirchase and Sale Aareement
4. PROJECT NAME: Town Center IV Surplus Property Resolution 21-812 staff report exhibit)
5. NAME OF CONTRACTOR. Sound Transit
ADDRESS: 401 S Jackson St. TELEPHONE:
E-MAIL: C-.Jennifer.Corriaan(&soundtransit.org FAX:
SIGNATURE NAME- Peter Rocloff TITLE: CEO
6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE m ALL OTHER
REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
CFW LICENSE # BLS, EXP. 12/31/_ UBI # ,EXP.
7. TERM: COMMENCEMENT DATE: 0 1 � COMPLETION DATE: Vy /A
8. TOTAL COMPENSATION: $ They pay us - $723,000.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: Z �y1 a RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
❑ PURCHASING: PLEASE CHARGE TO: 30 6 ^ I z dO "Z Lt;"- 6 qs — :g- o 0 0
9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
❑ PROJECT MANAGER
iS DIVISION MANAGER RM, 7/27/2021
8 DEPUTY DIRECTOR DSW MMI
8 DIRECTOR DSW 815/21
❑ RISK MANAGEMENT (IF APPLICABLE)
6 LAW DEPT KVA 8/3/2021
10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE:
11. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: U DATE REC, D: L l Z
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LIC -NS •S, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.)
INITIAL / DATE SIGNED
❑ NANCE DEPARTMENT
;L�A EPT e
GNATORY (MAYOR OR DIRECTOR) /
CITY CLERK 1
❑ ASSIGNED AG # A
❑ SIGNED COPY RETURNED DATE SENT:
COMMENTS: EXECUTE„ „ ORIGINALS C���I S�Gn1S -�j Q-S_ 1
1/2020
Project Federal Way Link E6dension
Parcel No: 0921049057
REAL ESTATE PURCHASE AND SALE AGREEMENT
Sound Transit ROW Number: {FL359.1
Project Name: Federal Way Link Extension
Parcel No.: 09210490571
This REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is made and
effective as of the date of the last signature set forth below by and between City of Federal Way,
a Washington municipal corporation ("Seller") and the Central Puget Sound Regional Transit
Authority, a regional transit authority organized under the laws of the State of Washington ("Sound
Transit" or "Buyer"), with reference to the following facts:
A. Seller is the owner of certain real property located at 2031 South 316th Street,
Federal Way, Ming County, Washington, commonly known as "FWTC - West Parcel", j
consisting of approximately 20,670 square feet and more particularly described on Exhibit A
attached hereto and by this reference incorporated herein.
B. Buyer is a regional transit authority of the State of Washington and is authorized
by public vote and RCW Chapter 81.112 to provide a high capacity transportation system through
the Puget Sound region which is integrated and coordinated with public transportation services
currently provided by other public agencies. Such regional transit system will include surface,
underground and overhead railways, tramways, buses, rights of way, entrained and linked buses,
ferries or other means of local transportation systems, passenger terminal and parking facilities
and properties. Buyer has or will be acquiring certain real property and real property interests as
may be necessary or desirable in order to own, operate, maintain, repair, improve and develop
an integrated and coordinated public transportation system throughout the Buyer's boundaries
and provide pedestrian and vehicular access to and from such properties and facilities constituting
the regional transit system and to and from existing public transportation services and facilities.
C. Buyer is authorized to purchase real property and real property interests under the
provisions of RCW 81.112.080, and has the right of eminent domain under the provisions of RCW
81.112.080. By its Resolution No.: R2020-IA the Sound Transit Board of Directors authorized
acquisition of the above described real property by negotiation or by exercise of eminent domain.
D. In lieu of condemnation, but under threat and imminence thereof, Seller is willing
to convey and Buyer is willing to acquire the Property.
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NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Buyer agree as follows:
1. Property. Seller hereby agrees to sell and convey to Buyer, and Buyer hereby
agrees to purchase from Seller, subject to the terms and conditions set forth herein, the following:
1.1 Land. That certain real property located in 'Kind County, Washington,
consisting of approximately 00,671 square feet of land and more particularly described on
Exhibit A attached hereto and by this reference incorporated herein (the "Land");
1.2 Appurtenances. All rights, privileges and easements appurtenant to the
Land, including without limitation all minerals, oil, gas and other hydrocarbon substances on and
under the Land, all development rights, air rights, water, water rights and water stock relating to
the Land, and any and all easements, rights -of -way and other appurtenances used in connection
with the beneficial use and enjoyment of the Land (all of which are collectively referred to as the
"Appurtenances");
1.3 Improvements. All improvements and fixtures located an the Land,
including, without limitation, landscaping (all of which are hereinafter collectively referred to as
the "Improvements");
1.4 Tenant Leases. The interest of Seller as Landlord under leases affecting
the Property, as more particularly described in Exhibit B attached hereto and by this reference
incorporated herein, (the "Leases°).j .Such leases include those leases of space in the
Improvements or of the Land as the same may be supplemented or modified pursuant to this
Agreement, as well as any other leases of space in the Improvements or of the Land entered into
by Seller after the date of this Agreement pursuant to this Agreement, and in effect on the Closing
Date (as hereinafter defined). The Leases, together with any security deposits collected and held
by Seller as landlord to secure the performance of the duties and obligations of the tenants under
the leases are referred to herein collectively as the'Tenant Leases";
1.5 Personal Property.
J®I Not Applicable
❑l Except for that personal property listed in Exhibit C to this agreement,
attached hereto and by this reference incorporated herein, (the "Personal Property"), all personal
property of Seller located on or in or used in connection with the Property shall be removed before
the Closing Date pursuant to Paragraph 7.4 of this Agreement. For Seller's convenience, the
personal property listed in Exhibit C may be left on the Land and Improvements. I I
Such Personal Property shall, at closing, become the property of Buyer. The
parties agree that any Personal Property included as part of the Property is included for the
convenience of Seller and accordingly the parties have agreed to value the personal property at
$1.00.
All of the items described in Paragraph 1.1, 1.2, 1.3, 1.4 and 1.5 above are hereunder
collectively referred to as the "Property." The items described in Paragraph 1.1, 1.2, and 1.3 are
herein referred to collectively as the "Real Property."
ROW No.: YL359.11 Purchase and Sale Agreement - P8 U
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2. Purchase Price. The purchase price to be paid by Buyer to Seller for the Property
(the "Purchase Price")
® is Seven Hundred Twenty -Three Thousand and No/100 DOLLARS
($723,000.00); OR
❑ shall be established as set forth in the Possession and Use Agreement dated
3. Payment of Purchase Price. On the Closing Date, Buyer shall deposit with
Escrow Agent the amount of the Purchase Price less any amounts to be credited against the
Purchase Price pursuant to this Agreement . Within five (5) days following the execution and
delivery of this Agreement, Buyer will open an escrow account with Chicago Title Company (the
"Escrow Agent"), by depositing with Escrow Agent a copy of this Agreement.
4. Closing Date. The closing (the "Closing") shall be held at the offices of the Escrow
Agent, on or before October 21, 2021. "Closing" shall occur when the deed to Buyer is recorded
and the Purchase Price is delivered to the Escrow Agent for delivery to Seller.
5. Contingency Period Defined.
p.m. on
® RESERVED
❑ As used herein, the term "Contingency Period" means the period ending at 5:00
6. Title and Survey Matters
6.1 Title Binder. Buyer has obtained at Buyer's cost a commitment for an
ALTA owner's standard coverage title insurance policy (2006) issued by Chicago Title Insurance
Company (the "Title Company") describing the Property (order number 191707-SC, dated
October 26, 2020), showing all matters pertaining to the Property, listing Buyer as the prospective
named insured and showing as the policy amount the total Purchase Price. At the same time,
the Title Company also has delivered to Buyer true, correct and legible copies of all documents
(the "Title Documents") referred to in such title commitment as conditions or exceptions to title to
the Property (such title insurance policy commitment and the Title Documents are collectively
referred to herein as the "Title Binder"). 4,�!/`
a
W k�
6.2 Title Review. Special exceptions No. 1, 2, 4-18, 21, 22 and 23 shall
constitute Permitted Exceptions. If Seller shall fail to remove any Non -Permitted exceptions
objected to by Buyer from title prior to the Closing Date, and Buyer is unwilling to take title subject
thereto, Seller shall be in default hereunder and, without limiting Buyer's rights and remedies
against Seller, Buyer may elect to terminate this Agreement and Seller shall be liable for all of
Buyer's damages, including Buyer's costs and expenses incurred hereunder, including title and
escrow costs and attorneys' fees. Seller and Buyer agree to cooperate in drafting, executing, and
recording appropriate instruments terminating special exceptions nos. 14 and 17 as they relate to
the Property.
6.3 Title Policy. Buyer may elect to purchase at Closing, an Owner's standard
or extended coverage title insurance policy (ALTA Form 1970-B rev. 10-17-84) issued by the Title
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Company. The Title Policy shall be issued in an amount to be designated by Buyer and shall
insure fee simple, indefeasible title to the Property in Buyer, subject only to the Permitted
Exceptions. The Title Policy shall contain endorsements as Buyer may require. Buyer's obligation
to close this transaction shall be contingent on Buyer's receipt of such Title Policy.
6.4 Survey. Seller shall deliver to Buyer any and all surveys of the property in
Seller's possession or otherwise available to Seller. At Buyer's request and Buyer's cost, Seller
shall cause any such survey to be updated and certified to Buyer or to the Title Company. In
addition, Buyer may, at its expense, obtain a current ALTA/ASCM survey of the Real Property
prepared by a licensed or registered surveyor which survey shall be satisfactory to Buyer and to
the Title Company.
7. Conditions to Buyers Obligations.
7.1 Documents and Reports. 1Within five (5) days after the execution and
delivery of this Agreement, Seller shall deliver to Buyer copies of the documents and reports
listed on Schedule 7.1, attached hereto and by this reference incorporated herein to this
Agreement.
7.2 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 (or earlier
termination of this Agreement) to enter upon the Property or any part thereof at all reasonable
times and from time to time for the purpose, at Buyer's cost and expense, of making all tests
and/or studies of the Property that Buyer may wish to undertake, including, without limitation, soils
tests (including borings), toxic and hazardous waste studies, surveys, structural studies and
review of zoning, fire, safety and other compliance matters; provided, however, Buyer shall
indemnify and hold harmless Seller from and against any mechanic's or other liens or claims that
may be filed or asserted against the Property or Seller by any actions taken by Buyer in connection
with the Property. The effect of the representations and warranties made by Seller in this
Agreement shall not be diminished or deemed to be waived by any inspections, tests or
investigations made by Buyer or its agents.
7.3 Approval of the Property.
❑ ;Buyer's obligation to purchase the Property shall be subject to completion
and approval of an environmental review Phase I and ll report and shall be subject to and
contingent upon Buyer's approval, in its sole and absolute discretion, of all aspects of the
Property, including, without limitation, the physical condition of the Property, and all of the
information delivered by Seller pursuant to Paragraph 7.1 above or otherwise obtained by Buyer
regarding the Property. If Buyer's conditions set forth in this Paragraph 7 are not satisfied in
Buyer's sole and absolute discretion, Buyer shall have the right at any time before Closing to
terminate this Agreement by sending written notice to Seller and Escrow Agent (such notice
referred to as a "Termination Notice") or to negotiate a Purchase Price reduction to reflect
unsatisfactory property conditions. If a Termination Notice is given by the Buyer as provided
herein, neither Buyer nor Seller shall have any further liability to the other under this Agreement.
J® Buyer's obligation to purchase the Property shall be subject to and
contingent upon Buyer's approval, in its sole and absolute discretion, of all aspects of the
Property, including, without limitation, the physical condition of the Property, and all of the
information delivered by Seller pursuant to Paragraph 7.1 above or otherwise obtained by Buyer
regarding the Property. If Buyer's conditions set forth in this Paragraph 7 are not satisfied in
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Buyers sole and absolute discretion, Buyer shall have the right at any time before Closing to
terminate this Agreement by sending written notice to Seller and Escrow Agent (such notice
referred to as a 'Termination Notice") If a Termination Notice is given by the Buyer as provided
herein, neither Buyer nor Seller shall have any further liability to the other under this Agreement.
7.4 Additional Closing Conditions. Buyer's obligation to purchase the
Property shall also be subject to the following conditions, which must be satisfied as of Closing:
(L) All representations and warranties of Seller contained herein shall
be true, accurate and complete at the time of the Closing as if made again at such time;
(ii.) Seller shall have performed all obligations to be performed by it
hereunder on or before Closing (or, if earlier, on or before the date set forth in this Agreement for
such performance;
(iii.) At Closing, title to the Property shall be in the condition required by
Paragraph 6 of this Agreement and Escrow Agent shall deliver the Title Insurance Policy to Buyer;
(iv.) At Closing, the physical condition of the Property shall be the same
as on the date hereof, ordinary wear and tear excepted;
(v.) At Closing, Seller shall have removed all personal property from the
Land and Improvements except for the Personal Property set forth in Exhibit C. Remaining
Personal Property not listed in Exhibit C may be removed by Buyer at Seller's expense. In the
event a pre -closing inspection reveals that Buyer will have to remove personal property not listed
in Exhibit C, Buyer may hold back a reasonable sum from the Purchase Price at closing to pay
for such removal. Any sums not so expended shall be remitted to Seller within sixty (60) days
after closing.
If the conditions set forth in this Paragraph 7 are not satisfied as of Closing and Buyer
does not waive same, Buyer may terminate this Agreement, and thereafter neither Buyer nor
Seller shall have any further liability to the other under this Agreement.
8. Seller's Representations and Warranties. Seller hereby makes the following
representations and warranties, which representations and warranties shall be deemed made by
Seller to Buyer also as of the Closing Date:
8.1 Title. Seller is the sole owner of the Property. At Closing, Buyer will
acquire the entire fee simple estate and right, title and interest in and to the Property, free and
clear of all recorded or unrecorded liens, encumbrances, covenants, restrictions, reservations,
easements, options, tenancies, leases, encroachments, claims or other matters affecting title or
possession of the Property, subject only to the Permitted Exceptions and the Lease(s).
8.2 Compliance with Law. To the best of Seller's knowledge the Property
complies in all material respects (both as to condition and use) with all applicable statutes,
ordinances, codes, rules and regulations of any governmental authority having jurisdiction over
the Property (including those related to zoning, building, subdivision, and engineering). Seller has
no knowledge of any facts that might give rise to any violation of the foregoing matters. This
paragraph is not applicable if Sound Transit is to demolish the property and no tenants remain at
closing.
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8.3 Bankruptcy, Etc. No bankruptcy, insolvency, rearrangement or similar
action involving Seller or the Property, whether voluntary or involuntary, is pending, threatened,
by a third party, or contemplated by Seller.
8.4 , Taxes and Assessments. Other than amounts disclosed by the Title
Commitment, to the best of Seller's knowledge, no other property taxes have been or will be
assessed against the Property for the current tax year, and there are no general or special
assessments or charges that have been levied, assessed or imposed on or against the Property.
8.5 Foreign Person. Seller is not a foreign person and is a "United States
Person" as such term is defined in Section 7701(a) (30) of the Internal Revenue Code of 1986,
as amended (the "Code") and shall deliver to Buyer prior to the Closing an affidavit evidencing
such fact and such other documents as may be required under the Code.
8.6 Tax Returns. Seller has filed all local, state and federal tax forms that are
required to be filed by Seller, has paid all taxes due and payable by Seller to date and will pay all
such taxes that become due and payable by Seller prior to the Closing.
8.7 Mechanics' Liens. No labor, material or services have been furnished in,
on or about the Property or any part thereof as a result of which any mechanics', laborers or
materialmen's liens or claims might arise.
8.8 Underground Storage Tanks. To the best of Sellers knowledge, there
are no cisterns, wells, subterranean storage or underground storage tams on the Property and
underground storage tanks have not been removed from the Pro2ffay.
8.9 Assumption of Liabilities. Buyer, by virtue of the purchase of the
Property, will not be required to satisfy any obligation of Seller arising prior to the Closing Date.
Other than such obligations so expressly assumed by Buyer or any liens or other obligations with
respect to the Property which result from any action or activities by or on behalf of Buyer after the
Closing Date, Seller, after the date of Closing, will pay and discharge any and all liabilities of each
and every kind arising out of or by virtue of the possession, ownership or use of the Property prior
to the Closing Date, and shall indemnify, defend and hold Buyer harmless therefrom.
8.10 Defaults. Seller is not in default and there has occurred no uncured event
which, with notice, the passage of time or both would be a default, under any contract, agreement,
lease, encumbrance, or instrument pertaining to the Property.
8.11 Litigation. Except for Buyer's threatened condemnation of the Property,
there is no litigation or threatened litigation which could now or in the future in any way constitute
a lien, claim, or obligation of any kind on the Property, affect the use, ownership or operation of
the Property or otherwise adversely affect the Property. For purposes of this Paragraph 8.11,
litigation includes lawsuits, actions, administrative proceedings, governmental investigations and
all other proceedings before any tribunal having jurisdiction over the Property.
8.12 Violation of Property Restrictions.
❑ bELETED
® �o the best of Sellers knowledge, the Property and the current use, occupation
and condition thereof do not violate any applicable deed restrictions or other covenants,
restrictions or agreements (including, without limitation, any of the Permitted Exceptions), site
ROW No.: Purchase and Sale Agreement - PSU
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plan approvals, zoning or urban redevelopment plans applicable to the Land, Improvements, or
Real Property.
8.13 Public Improvements. Seller has no knowledge of any federal, state,
county, municipal or other governmental plans to change the road system in the vicinity of the
Property or to restrict or change access from any such road to the Property.
8.14 Service Contracts. There are no other service contracts (written or oral)
except those delivered by Seller to Buyer.
8.15 Good Standing and Due Authority.
❑ �HIS PARAGRAPH IS DELETED
® Seller is a municipal corporation duly organized, validly existing and in good
standing in the State of WashingtonL Seller has all requisite power and authority to execute and
deliver this Agreement and to carry out its obligation hereunder and the transactions contemplated
hereby. This Agreement has been, and the documents contemplated hereby will be, duly
executed and delivered by Seller and constitute the Seller's legal, valid and binding obligation
enforceable against Seller in accordance with its terms. The consummation by Seller of the sale
of the Property is not in violation of or in conflict with nor does it constitute a default under any
term or provision of the partnership agreement of Seller, or any of the terms of any agreement or
instrument to which Seller is or may be bound, or of any provision of any applicable law,
ordinance, rule or regulation of any governmental authority or of any provision of any applicable
order, judgment or decree of any court, arbitrator or governmental authority.
8.16 No Omissions. All representations and warranties made by Seller in this
Agreement, and all information contained in any certificate furnished by Seller to Buyer in
connection with this transaction, are free from any untrue statement of material fact and do not
omit to state any material facts necessary to make the statements contained herein or therein not
misleading. The copies of any documents furnished to Buyer in connection with this transaction
are true and complete copies of the documents they purport to be and to the best of Seller's
knowledge contain no untrue statement of material fact and do not omit to state any material facts
necessary to make the statements contained therein not misleading.
9. Covenants of Seller. Seller covenants and agrees as follows:
9.1 Perform Obligations. From the date of this Agreement to the Closing
Date Seller will perform all of its monetary and non -monetary obligations under all indebtedness
(whether for borrowed money or otherwise) and the liens securing same pertaining to the Property
or any portion thereof, if any.
9.2 No Liens. From the date of this Agreement to the Closing Date, Seller will
not allow any lien to attach to the Property, nor will Seller grant, create, or voluntarily allow the
creating of, or amend, extend, modify or change, any easement, right-of-way, encumbrance,
restriction, covenant, lease, license, option or other right affecting the Property or any part thereof
without Buyer's written consent first having been obtained.
9.3 Provide Further Information. From the date of this Agreement to the
Closing Date, Seller will notify Buyer of each event of which Seller becomes aware affecting the
Property or any part thereof immediately upon leaming of the occurrence of such event.
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10. Closing.
10.1 Time and Place. Provided that all the contingencies set forth in this
Agreement have been previously fulfilled, the Closing shall take place at the place and time
determined as set forth in Paragraph 4 of this Agreement.
10.2 Documents to be delivered by Seller. For and in consideration of, and
as a condition precedent to, the payment to Seller of any of the Purchase Price, Seller shall obtain
and deliver to Buyer at Closing the following documents (all of which shall be duly executed and
acknowledged where required):
(L) Conveyance Deed. A Statutory Warranty Deed ("Deed") in
recordable form and otherwise in form and substance reasonably acceptable to Buyer containing
the legal description of the Land in such form as will convey to Buyer a good, marketable and
indefeasible title in fee simple absolute to the Property, free and clear of all liens, encumbrances,
conditions, easements, assignments, and restrictions, except for the Permitted Exceptions.
(ii.) Title Documents. Such other documents, including, without
limitation, lien waivers, indemnity bonds, indemnification agreements, and certificates of good
standing as shall be required by the Title Company as a condition to its insuring Buyer's good and
marketable fee simple title to the Property free of any exceptions, other than the Permitted
Exceptions.
(iii.) Authority. Such evidence as the Title Company shall require as to
authority of Seller to convey the Property to Buyer.
(iv.) Surveys and Drawings. All surveys, site plans and plans and
specifications relating to the Property as are in the possession or control of Seller.
this Agreement.
(v.) Title Policy. The Owner's Policy referred to in Paragraph 6.3 of
(vi.) Warranty Bill of Sale.
I® (DELETED
10 IPersonal property shall be conveyed to Buyer by Warranty (as to title)
Bill of Sale, Assignment of Warranties, Guaranties and Intangibles in form and content satisfactory
to Buyer which shall state that good and marketable title to such personal property is transferred
free and clear of all liens and encumbrances.
(vii.) Estoppel Certificate. RESERVED.
(viii.) Assignment
1® IDELETED
j❑ �t Closing, Seller shall deliver to Buyer an assignment in form and
substance acceptable to Buyer of the Lease(s).
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(ix.) Commercial/Residential Rental Agreement.
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® 1DELETED
j0 I fully executed Commercial/Residential Rental Agreement in the form
set forth in Exhibit D allowing the Seller to remain as a Tenant to the Buyer, until relocated by the
Buyer.
10.3 Delivery by Buyer. Buyer shall deliver the Purchase Price.
10.4 Payment of Costs. At Closing, Buyer shall pay the premium for the
Owner's Title Policy to be issued by Title Company to Buyer, the fee to record the Deed and, the
escrow fee. Buyer shall also pay Seller's mortgage release fees and pre -payment penalties, if
any. Seller authorizes Escrow Agent to provide a copy of their mortgage payoff demand to Sound
Transit. Seller shall be responsible for payment of any monetary encumbrances to be paid off at
closing. The Property is being acquired in lieu of condemnation and the parties believe that this
transaction is therefore exempt from real estate excise tax pursuant to WAG 458-61 A-206(3).
10.5 Real Property Taxes. Seller shall pay at or prior to closing all real property
taxes and personal property taxes due or to become due with respect to the Property for the
period up to the Closing Date. Seller shall pay in full any assessments due or to become due with
respect to the Property.
10.6 Monetary Liens. Seller shall pay or cause to be satisfied at or prior to
Closing all monetary liens on or with respect to all or any portion of the Property, including, but
not limited to, mortgages, deeds of trust, security agreements, assignments of leases, rents
and/or easements, judgment liens, tax liens (other than those for taxes not yet due and payable)
and financing statements.
10.7 Possession. Possession of the Property shall be delivered to Buyer at
Closing
11. Environmental Compliance. In addition to and without limiting Paragraph 8,
Seller warrants, represents, covenants and agrees
11.1 Hazardous Substances. Seller has not used, generated, manufactured,
produced, stored, released, discharged or disposed of on, under, above or about the Property (or
off -site of the Property that might affect the Property) or transported to or from the Property, any
Hazardous Substance or allowed any other person or entity to do so. Seller has no knowledge
nor has Seller observed any questionable practice or conduct indicating that any Hazardous
Substance has been used, generated, manufactured, produced, stored, released, discharged or
disposed of on, under or above Property (or off -site of the Property that might affect the Property)
or transported to or from the Property by any entity, firm or person, orfrom any source whatsoever.
11.2 Pre -closing Covenant. Seller will not use, generate, manufacture,
produce, store, release, discharge or dispose of on, under, above or about the Property (or off -site
of the Property that might affect the Property), ortransport to orfrom the Property, any Hazardous
Substance or authorize any other person or entity to do so, prior to the closing
11.3 Environmental Indemnity. Seller shall protect, indemnify, hold harmless
and defend Buyer and its directors, officers, contractors, employees, agents, parents,
subsidiaries, successors and assigns from and against any and all loss, damage, cost, expense
or liability (including attomeys' fees and costs) directly or indirectly arising out of or attributable to
ROW No.: FL359.1 Purchase and Sale Agreement - P&U
Form approved by Legal 419119
;Revised by James Chung 4/10/1
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a breach of any representation, warranty, covenant or agreement contained in this Paragraph 11
including, without limitation, (a) all consequential damages, and (b) the costs of any required or
necessary repairs, cleanup or detoxification of the Property and the preparation and
implementation of any closure, remedial or other required plans. This indemnity does not apply
to actions of Buyer, its agents or independent contractors.
11.4 Definitions. The term "Hazardous Substance" includes without limitation
(a) those substances included within the definitions of "hazardous substances," "hazardous
materials," "toxic substances," "hazardous wastes" or "solid waste" in any Environmental Law;
(b) petroleum products and petroleum byproducts; (c) polychlorinated biphenyls; and
(d) chlorinated solvents. The term "Environmental Law" includes any federal, state, municipal or
local law, statute, ordinance, regulation, order or rule pertaining to health, industrial hygiene,
environmental conditions or hazardous substances.
12. Indemnification. Seller shall pay, protect, defend, indemnify and hold Buyer and
its successors and assigns harmless from and against any and all loss, liability, damage and
expense suffered or incurred by reason of (a) the breach of any representation, warranty or
agreement of Seller set forth in this Agreement, (b) the failure of Seller to perform any obligation
required by this Agreement to be performed by Seller, (c) the ownership, maintenance, and/or
operation of the Property by Seller prior to the Closing, not in conformance With this Agreement,
or (d) any injuries to persons or property from any cause occasioned in whole or in part by any
acts or omissions of the Seller, its representatives, employees, contractor or suppliers that
occurred before Closing. Seller shall defend any claim covered by this indemnity using counsel
reasonably acceptable to Buyer.
13. Condemnation. In the event of any commenced, to be commenced or
consummated proceedings in eminent domain or condemnation conducted by an entity other than
Buyer (collectively "Condemnation") respecting the Property or any portion thereof, Buyer may
elect, by written notice to Seller, to terminate this Agreement and the escrow created pursuant
hereto and be relieved of its obligation to purchase the Property. If Buyer terminates this
Agreement neither Buyer nor Seller shall have any further liability to the other hereunder. If Buyer
fails to make such election prior to the Closing Date, this Agreement shall continue in effect, there
shall be no reduction in the Purchase Price, and Seller shall, prior to the Closing Date, assign to
Buyer, by an assignment agreement in form and substance satisfactory to Buyer, its entire right,
title and interest in and to any condemnation award or settlement made or to be made in
connection with such Condemnation proceeding. Buyer shall have the right at all times to
participate in all negotiations and dealings with the condemning authority and approve or
disapprove any proposed settlement in respect to such matter. Seller shall forthwith notify Buyer
in writing of any such Condemnation respecting the Property.
14. Casualty. If any fire, windstorm or casualty occurs and materially affects all or any
portion of the Property on or after the date of this Agreement and prior to the Closing, Buyer may
elect, by written notice to Seller, to terminate this Agreement and the escrow created pursuant
hereto and be relieved of its obligation to purchase the Property. If Buyer terminates this
Agreement neither Buyer nor Seller have any further liability to the other hereunder. If Buyer fails
to make such election prior to the Closing Date, this Agreement shall continue in effect, the
Purchase Price shall be reduced by the amount of loss or damage occasioned by such casualty
not covered by insurance, and Seller shall, prior to the Closing Date, assign to Buyer, by an
assignment agreement in form and substance satisfactory to Buyer, its entire right, title and
interest in and to all insurance claims and proceeds to which Seller may be entitled in connection
ROW No.: ;FL359.11 Purchase and Sale Agreement - P&U
Form approved by Legal 419119
Reviser by James Chung 4/10/1�
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with such casualty. Buyer shall have the right at all times to participate in all negotiations and
other dealings with the insurance carrier providing such coverage and to approve or disapprove
any proposed settlement in respect to such matter. Seller shall forthwith notify Buyer in writing of
any such casualty respecting the Property.
15. Notices. Unless applicable law requires a different method of giving notice, any
and all notices, demands or other communications required or desired to be given hereunder by
any party (collectively, "notices") shall be in writing and shall be validly given or made to another
party if delivered either personally or by Federal Express or other overnight delivery service of
recognized standing, or if deposited in the United States mail, certified, registered, or express
mail with postage prepaid. If such notice is personally delivered, it shall be conclusively deemed
given at the time of such delivery. If such notice is delivered by Federal Express or other overnight
delivery service of recognized standing, it shall be deemed given twenty four (24) hours after the
deposit thereof with such delivery service. If such notice is mailed as provided herein, such shall
be deemed given forty-eight (48) hours after the deposit thereof in the United States mail. Each
such notice shall be deemed given only if properly addressed to the party to whom such notice is
to be given as follows:
To Seller: City of Federal Way
33325 811 Ave S',
Federal Way, WA 980031
Attn: EJ Walsh, P.E., Public Works Director
To Buyer: Sound Transit
Real Property Division
401 S. Jackson St.
Seattle, WA 98104
Attn: .Mike Bulzomil
With a copy to: Legal Counsel
Sound Transit
401 S. Jackson St.
Seattle, WA 98104
Any party hereto may change its address for the purpose of receiving notices as herein provided
by a written notice given in the manner aforesaid to the other party hereto.
16. Event of Default. In the event of a default under this Agreement by Seller
(including a breach of any representation, warranty or covenant set forth herein), Buyer shall be
entitled to seek monetary damages and specific performance of Seller's obligations hereunder,
together with all and any remedies available at law and equity.
17. Miscellaneous.
17.1 Applicable Law. This Agreement shall in all respects, be governed by the
laws of the State of Washington.
17.2 Further Assurances. Each of the parties shall execute and deliver any
and all additional papers, documents and other assurances, and shall do any and all acts and
ROW No.: -FL359.11 Purchase and Sale Agreement - PSU
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Revised by James Chung Q10/1
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things reasonably necessary in connection with the performance of its obligations hereunder, to
carry out the intent of the parties hereto.
17.3 Modification or Amendment, Waivers. No amendment, change or
modification of this Agreement shall be valid, unless in writing and signed by all of the parties
hereto. No waiver of any breach of any covenant or provision in this Agreement shall be deemed
a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision in
this Agreement. No extension of time for performance of any obligation or act shall be deemed
an extension of the time for performance of any other obligation or act.
17.4 Successors and Assigns. All of the terms and provisions contained
herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective
heirs, legal representatives, successors and assigns.
17.5 Entire Agreement. This Agreement constitutes the entire understanding
and agreement of the parties with respect to its subject matter and any and all prior agreements,
understandings or representations with respect to its subject matter are hereby canceled in their
entirety and are of no further force or effect. The parties do not intend to confer any benefit under
this Agreement to any person, firm or corporation other than the parties
17.6 Attorneys' Fees. Should either party bring suit to enforce this Agreement,
the prevailing party in such lawsuit shall be entitled to an award of its reasonable attorneys' fees
and costs incurred in connection with such lawsuit.
17.7 Construction. Captions are solely for the convenience of the parties and
are not a part of this Agreement. This Agreement shall not be construed as if it had been prepared
by one of the parties, but rather as if both parties had prepared it. If the date on which Buyer or
Seller is required to take any action under the terms of this Agreement is not a business day, the
action shall be taken on the next succeeding business day.
17.8 Partial Invalidity. If any term or provision of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable,
the remainder of this Agreement, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable, shall not be affected
thereby; and each such term and provision of this Agreement shall be valid and be enforced to
the fullest extent permitted by law.
17.9 Survival. The covenants, agreements, representations and warranties
made in this Agreement shall survive the Closing unimpaired and shall not merge into the Deed
and the recordation thereof.
17.10 Finders' or Brokers' Fees. Seller represents and warrants that it has not
dealt with any broker or finder to which a commission or other fee is due in connection with any
of the transactions contemplated by this Agreement and insofar as it knows, no broker or other
person is entitled to any commission, charge or finder's fee in connection with the transactions
contemplated by this Agreement. Seller agrees to indemnify, defend and hold harmless Buyer
against any loss, liability, damage, cost, claim or expense, including interest, penalties and
reasonable attorneys' fees, that Buyer shall incur or suffer by reason of a breach by Seller of the
representation and warranty set forth above.
ROW No.: FL359.11
17.11 Time. Time is of the essence of every provision of this Agreement.
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17.12 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 industrial disturbance, order of any
government, court or regulatory body having jurisdiction, shortages, blockade, embargo, riot, civil
disorder, or any similar cause beyond the reasonable control of the party who is obligated to
render performance (but excluding financial inability to perform. however caused).
17.13 Additional Conditions. ® None
'FlInl2al Initial Initial Initial
❑ Per
Addendum
Initial Initial Initial Initial
17.14 Counterparts. This Agreement may be executed in one or more
counterparts.
This offer is binding upon the signatures of both parties to this Agreement.
Purchase and Sale Agreement - P&U
Farm approved by Legal 4/9/19
Revised by James Ghung 4110/19.
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!SELLER: CITY OF FEDERAL WAY, a Washington municipal
corporation
BY
Its
Date: Ca
ATTEST:
p anie Courtney, CMG, 1wClerk
APPROVED AS TO FORM:
i Ryan Call City Att
BUYER: CENTRAL PUGET SOUND REGIONAL TRANSIT
AUTHORITY, a Washington regional transit authority
Approved as to Form
Somnd. Transit Legal.Counsel
By
Date:
ROW No.: 'FL359.11
Diglr:lly signed by Eric Beckman
Eric Bee man Date: 2021.,9.1413:25:56-07'00'
Chief Executive Officer
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Schedule 7.1 - Documents and Reports to be delivered by Seller
11. All available plans and specifications relating to the Property
2. All surveys, topographical and plat maps
3. Results of soil tests, engineering studies, and any other test results or reports
4. Copies of all of leases or other occupancy agreements relating to the Property
5. Copies of any studies, reports, and other materials regarding Hazardous Materials
6. Any other information about the Property reasonably requested by Buyer if in the possession
or control of Seller
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EXHIBIT A — LEGAL DESCRIPTION
Parcel A, City of Federal Way Boundary Line -Adjustment No. 03-102586-00, recorded under Recording
Number 20040202900009, in King County, Washington, being a portion of the following described
property:
Lot 2 of King County Short Plat Number 182027 as recorded under Recording Number 8403140752, said
Short Plat defined as follows:
The west half of the southeast quarter of the southwest quarter of Section 9, Township 21 North, Range 4
East, W.M., in King County, Washington;
EXCEPT the south 825 feet thereof,
AND EXCEPT portions thereof conveyed to King County for street purposes by deed recorded under
Recording Numbers 7801200908, 7801200911 and 20060501000710.
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EXHIBIT B - LEASES
N/A
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EXHIBIT C - PERSONAL PROPERTY
N/A