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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. ROW No.: FL359.11 Purchase and Sale Agreement - P&U ern; apr: owed by L.egal419/19 Revs; • ry .tames C! sji 4/10/11 Page 1 of 14 Project Federal Way Link Extension Parcel No: 0921049067 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 Form approved by Legal 4/9/19 Pewsed by James Chung 4/1011 Page 1 of 114 Project Federal Way Link Extension Parcel No: 0921049057 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 ROW No.: FL359.1 Purchase and Sale Agreement - P&Ll Form approved by Legal 4/9/19 Revised by James Chung 4/10/19 Page 2of 14 Project Federal Way Link Extension Parcel No: 0921049057 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 ROW No.: FL359.11 Purchase and Sale Agreement - P&U Form approved by Legal 419/19 'Revised by James Chung 4/10/11 Page 3 or 114 Project Federal Way Link Extension Parcel No: 0921049057 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. ROW No.: FL359.11 Purchase and Sale Agreement - P&U Form approved by Legal 4/9/19 Revised by James Chung 4/101191 Page 4 of 14 Project Federal Way Link Extension Parcel No: 0921049057 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 Fcrm approved by Legal 4/9119 Re+nsed by James Cru.nr, 4110110 Page 5 of 14 Project Federal Way Llnk Fidenslon Parcel No: 0921049057 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. ROW No.:.FL359.11 Purchase and Sale Agreement - P&U Form approved by Legal4/9/19 Revised by James Chung 4/10/1� Page 6 of 14 Project Federal Way Link Extension Parcel No: 0921049057 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). ROW No.: �FL359.11 (ix.) Commercial/Residential Rental Agreement. Page 7 of 14 Purchase and Sale Agreement - P&U Form approved by Legal419/19 Revised by James Chung 4110/1I Project Federal Way Link Extension Parcel No: 0921049057 ® 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 Page 8 of 14 Project Federal Way Link Extension Parcel No: 0921049057 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� Page 9 of 14 Project Federal Way Link Extension Parcel No: 0921049057 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 Form approved by Legal 419/19 Revised by James Chung Q10/1 Page 10 of 14 Project Federal Way Unk Extension Parcel No: 0921049057 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. Page 11 of 14 Purchase and Sale Agreement - P&U ForTn approved by Legal4/9/19 Revised by James Chung 4/10/11 Project Federal Way Link Extension Parcel No: 0921049057 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. Page 12 of 14 Project Federal Way Link Ddension Parcel No: 0921049057 !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 Page 14 of 14 Purchase and Sale Agreement - P8U Form approved by Legal 419/19 Revised by James Chung 4/10/19 Project Federal Way Link Extension Parcel No: 0921049057 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 Project Federal Way Link 6dension Parcel No: 0921049057 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. Project Federal Way Link Extension Parcel No: 0921049057 EXHIBIT B - LEASES N/A Project Federal Way Link Extension Parcel No: 0921049057 EXHIBIT C - PERSONAL PROPERTY N/A