Item 6a Agreement
EXHIBIT B AGREEMENT REAL ESTATE PURCHASE AND SALE SALE AGREEMENT (this "Agreement") is THIS REAL ESTATE PURCHASE AND 2009, ("Effective Date") by and between made and entered into as ofthe ___day of , corporation ofthe State of Washington the Highline School District No. 401, a municipal of the State of Washington ("Seller"). a municipal corporation ("Buyer") and the Port of Seattle, RECI'I'ALS in the City of SeaTac, King County, A. Seller is the owner of real property located attached hereto and incorporated herein by this Washington, legally described on Exhibit A reference. District ("District") and desires to acquire the . B. Buyer operates the Highline School District-related uses. Property from the Seller for future into this Agreement pursuant to the authority C. Buyer and Seller are entering Disposition of granted in Chapter 39.33 Revised Code of .Washington, (Intergovernmental real subdivision of the State of Washington to sell Property Act) which permits a political subdivision thereof on such terms and or any political property to the state or any municipality state and/or the conditions by the proper authority of the as may be mutually agreed upon subdivisions concerned. the terms and conditions under which Seller D. Buyer and Seller have agreed upon ' will sell the Property to Buyer, all as set forth herein. I the Highline School District Board on ~ by B. This Agreement was approved the Port Commission of the Port of Seattle approval. August 26, 2009, and is conditioned upon of the agreements herein contained and for other NOW, THEREFORE, in consideration acknowledged, the receipt and sufciency of which is hereby good and valuable consideration, ' the parties agree as follows: AGREEMENT 1. The Property. be dened as follows: As used herein, the following terms shall 8th Avenue South and corner of 1.1 Land. That certain real property located at the the City of Burien, King County, Washington, consisting Des Moines Memorial Drive South, in Tax Parcel No. a portion of King County of approximately 137,650 square feet of land, A ("Land"). 2823049016, and legally described on Exhibit 00365-0890/1EGAL14262406 to the Land to 1.2 Appurtenances. All rights, privileges and easements appurtenant without limitation all minerals, oil, gas and other the extent owned or held by Seller, including the Land, all development rights, air rights, water, water hydrocarbon substances on and under and other the Land, and any and all easements, rightsof-way rights and water stock relating to the Land, subject to with the benecial use and enjoyment of appurtenances used in connection or survey (all of which are of record inspection all matters or discoverable by physical collectively referred to as the "Appurtenances"). that no personal property is being 1.3 Personal Property. The parties acknowledge conveyed pursuant to this Agreement. and 1.2 above are herein collectively All of the items described in Paragraphs 1.1 referred to as the "Property." 2. Earnest Money; Purchase Price. (3) business days after mutual execution of this 2.1 Earnest Money. Within three Inc. shall deliver to Chicago Title Insurance Company, Agreement by Seller and Buyer, Buyer of this transaction (in its capacity as escrow ("Title Com an "), as escrow agent for the closing in the form of a promissory note in the an earnest money deposit agent, the "Escrow Agent"), ("Earnest Money Note") in part payment amount of Twenty-Five Thousand Dollars ($25,000.00) Exhibit B Earnest Money Note will be in the form of for the purchase price of the Property. The of on or before the expiration attached hereto. If Buyer approves its inspection of the Property and Earnest Money Note shall be converted to cash, the Contingency Period (dened below), the earnest money deposit, together with shall continue to be held in escrow by Escrow Agent. (such The Eamest Money is referred to herein as the "Earnest Money"). any interest eained thereon, benet of the parties will be held by Escrow Agent in an interestabearing account for the for the Interest will accrue on the Earnest Money pursuant to the terms of this Agreement. benet of Buyer. price of Eight Hundred 2.2 Purchase Price. Buyer shall pay to Seller a total purchase for the Property ("Purchase Price"). and Seventy Thousand Dollars ($870,000.00) 3. Title. Effective Date, Seller shall, at its sole 3.1 Title Binder. Within ten (10) days after the for an ALTA to the Buyer a preliminary commitment cost, deliver or cause to be delivered issued by the Title Company describing the owner's extended coverage title insurance policy the prospective to the Property, listing the Buyer as Property, showing all matters pertaining Such preliminary commitment, named insured, and providing for a "legal lot" endorsement. of all documents referred to in such supplemental reports and true, correct and legible copies to title to the as conditions or exceptions preliminary commitment and supplemental reports * to herein as the "Title Binder." Property are collectively referred in Paragraph 4. 4), Buyer 3.2 Title Review. During the Contingency Period (dened the Property it elects to obtain and, at least shall review the Title Binder and any surveys of 2 00365-0890/LEGAL14262406 of the Contingency Period, shall notify Seller what twenty (20) days before the expiration Exceptions"). All exceptions exceptions to title, if any, are disapproved by Buyer ("Disapproved not with pro-rated real estate taxes and assessments not timely disapproved by Buyer, together contained in the extended form of owner's title due and payable, the preprinted exceptions restrictions or state deeds, building or use insurance policy, rights reserved in federal patents shall constitute permitted exceptions or provisions, general to the district, and zoning regulations of Buyer's notice of ("Permitted Exceptions"). Seller will have ten (10) days after receipt that (i) Seller will remove Disapproved Exceptions Disapproved Exceptions to give Buyer notice If Seller fails to give Buyer notice to remove Disapproved Exceptions. or (ii) Seller elects not ' Seller will be deemed to have elected not tobefore the expiration of the ten (10) day period, . remove Disapproved Exceptions. not to remove any Disapproved Exceptions, If Seller elects (oris deemed to have elected) Seller of Buyer's from receipt of Seller's notice to notify " Buyer shall have seven (7) days take the Property subject to those exceptions election either to proceed with the purchase and of terminate this Agreement and receive a refund Without deduction ofthe Purchase Price, or to under this Paragraph 3.2, the the Earnest Money. If Buyer elects to terminate this Agreement will be returned the Eamest Money and interest accrued thereon escrow will be terminated, funds will be returned to the party who deposited immediately to Buyer, all documents and other further rights or obligations under this Agreement except them, and neither party will have any in this Agreement. as otherwise provided the Title Company to issue an 3.3 Title Policy. At Closing, Seller shall cause the Title Company's irrevocable Owner's extended coverage title insurance policy (or Polic ") to Buyer, at Seller's cost. commitment to issue such title policy) for the Property ("Title in its sole and absolute discretion, (b) be The Title Policy shall (a) be satisfactory to the Buyer fee simple, indefeasible title to the Property issued in the amount of the Purchase Price, (c) insure and (d) contain a "legal lot" endorsement. in the Buyer, subject only to the Permitted Exceptions shall other than the "legal lot" endorsement as required by Buyer Any additional endorsements to issue any be at Buyer's sole cost. Seller shall have no obligation to cause the Title Company and Seller shall not be in default such endorsements other than the "legal lot" endorsement, if Buyer is not able to obtain endorsements hereunder (nor shall Buyer be excused from closing) it may request. 3.4 ' of the Property in Survey. Seller shall deliver to Buyer any and all surveys ' such survey to be updated and certied to Seller's possession. Buyer may, at its cost, cause any Period, at the Buyer or to the Title Company. In addition, Buyer may, during the Contingency of the Property prepared by a licensed or its expense, obtain a current ALTA/ASCM survey be satisfactory to Buyer and to the Title Company. registered surveyor, which survey shall 4. Conditions to Buyer's Obligations. 4.1 Documents and Reports; Within ten (10) days after the Effective Date, Seller available to Seller relating to the ownership, shall deliver to Buyer copies of all documents without limitation: utility information, plans operation, or development of the Property, including leases, occupancy agreements, service and specifications, permits, surveys, Property studies, 3 00365-0890/LEGAL14262A06 other than those or other contracts, agreements, licenses, easements, option agreements Title Binder ("Documents"). or contained in the previously transmitted to Buyer by Seller consultants 4.2 Inspection ofthe Prope. Buyer and its employees, representatives, the Contingency Period and prior to and agents shall have the right and permission during thereof at all reasonable times and after reasonable Closing to enter upon the Property or any part of for the purpose, at Buyer's own risk, cost and expense, prior notice, and from time to time, that the Buyer may wish to undertake, including, making all tests and/or studies of the Property of zoning, re, safety and other without limitation, surveys, structural studies and review that Buyer shall defend, indemnify and hold harmless compliance matters; provided, however, but not limited to, Seller from and against all liability, cost, damage and expense (including, suits and actions of every name, kind and attomeys' fees) in connection with all claims, its ofcers, agents or employees by any person or description made or brought against Seller, to persons, entities or or alleged injuries or damages entity as a result of or on account of actual of the out of, in connection with, or as a result property received or sustained, in any way arising its rights under the or employees, in exercising acts or omissions of Buyer, its ofcers, agents the generality of the foregoing, Buyer assumes all right of entry granted herein. Without limiting shall provide Seller with a copy of any liability for actions brought by its employees. Buyer the that Buyer possesses or obtains before, during or after reports or data regarding the Property environmental reviews of the Property or Contingency Period, including without limitation any under the Property. data regarding soil or groundwater quality at, on or shall be 4.3 Approval ofthe Property. Buyer's obligation to purchase the Property in its sole and absolute discretion, of all aspects subject to and contingent upon Buyer's approval, condition ofthe Property, and all of of the Property, including, without limitation, the physical 4 or otherwise obtained by Buyer the information delivered by Seller pursuant to this Paragraph - shall be satised or waived on or before the expiration regarding the Property. Such contingency ofthe Contingency Period. the term "Contingency 4.4 Contingency Period Dened. As used in this Agreement, and ending at 5:00 pm. on the day Period" means the period commencing on the Effective Date that is ninety (90) days after the Effective Date. 4.5 Buyer's Right to Terminate. If Buyer's conditions, set forth in Paragraph 4.4, are shall have the right to terminate this not satised in Buyer's sole and absolute discretion, Buyer before expiration to Seller and to the Escrow Agent on or Agreement by sending written notice this Paragraph of the Contingency Period. If Buyer gives a termination notice to Seller under shall have any further liability to the other 4_.5_, this Agreement shall terminate and neither party on or before the under this Agreement. If Buyer does not give a termination notice to Seller be deemed to have satised or otherwise expiration ofthe Contingency Period, Buyer shall shall become nonrefundable waived the condition set forth in Paragraph 4.4, the Earnest Money close on the purchase of the Property pursuant to this to Buyer, and Buyer shall be obligated to Agreement. 5. Additional Closing Conditions. 00365-0890/LEGAL14262406 shall also be 5.1 Buyer's Conditions. Buyer's obligation to purchase the Property earlier date as that must be satised as of Closing or such subject to the following conditions specied below: contained herein shall be true, 5.1.1 All representations and warranties of Seller made again at such at the time of Closing as if accurate and complete in all material respects time; have performed all obligations to be shall performed by it 5.1.2 Seller date set forth in this Agreement for on or before the hereunder on or before Closing (or, if earlier, such performance); to obtain a 5.1.3 Seller shall have obtained necessary approvals allowing Buyer issued pursuant to Paragraph 3.3; and "legal lot endorsement" in the Title Policy in the condition required by this 5.1.4 At Closing, title to the Property shall be irrevocable deliver the Title Policy, or Title Company's Agreement and Escrow Agent shall commitment to issue the Title Policy, to Buyer. 5.1 of Closing (or such are not satisfied as If the conditions set forth in this Paragraph the same, Buyer may terminate this earlier date as specified above) and Buyer does nOt waive and notice to Seller and the Escrow Agent, the Earnest Money Agreement by giving written shall to Buyer, and thereafter neither party interest accrued thereon shall be returned immediately this Agreement. have any further liability to the other under be subject to the 5.2 Seller's Conditions. Seller's obligation to sell the Property shall as of Closing: following conditions that must be satised I contained herein shall be true, 5.2.1 All representations and Warranties of Buyer at such at the time of Closing as if made again accurate and complete in all material respects time; and 5.2.2 shall have performed all to be performed by it Buyer obligations date set forth in this Agreement for on or before the hereunder on or before Closing (or, if earlier, such performance). 5.2 are not satised as of Closing and Seller If the conditions set forth in this Paragraph this Agreement by giving written notice to Buyer does not waive the same, Seller may terminate shall have any further liability to the other and the Escrow Agent, and thereafter neither party under this Agreement. Seller hereby makes the following 6. Seller's Covenants, Representations and Warranties. which covenants, representations and warranties shall covenants, representations and warranties, the Date of Closing: be deemed made by Seller to Buyer as of 6.1 Title. Seller is the sole owner of the Property. 00365-0890/LEGAL14262406 insolvency, rearrangement or similar action 62 Bankruptcy. No bankruptcy, is pending, or contemplated or involuntary, involving Seller or the Property, whether voluntary by Seller. Title Binder, to 6.3 Taxes and Assessments. Other than any amounts disclosed by the assessments, are levied, or general or special Seller's actual knowledge, no other property taxes, assessed or imposed on or against the Property. "United States Person" as 6.4 Foreign Person. Seller is not a foreign person and is a amended of the Internal Revenue Code of 1986, as such term is dened in Section 7701(a) (30) and of Closing an afdavit evidencing such fact on the Date ("Code") and shall deliver to Buyer under the Code. such other documents as may be required have been furnished in, on or 6.5 Mechanics' Liens. No labor, material or services laborer's or result of which any mechanics', about the Property or any part thereof as a materialmen's liens or claims might arise. Seller represents that the Property is vacant and 6.6 Leases and Other Agreements. easements, option agreements, servrce licenses, there are no ieases, occupancy agreements, in effect with oral or written) (collectively, 7'Contracts") agreements or other contracts (whether respect to the Property. actual knowledge, there are no cisterns, 6.7 Underground Storage Tanks. To Seller's tanks on the Property. wells, subterranean storage or underground storage of the Property, will 6.8 Assumption of Liabilities. Buyer, by virtue of the purchase with respect of Seller arising prior to the Date of Closing not be required to satisfy any obligation 3.2, and (b) those the Permitted Exceptions set forth in Paragraph to the Property other than (a) "Assumed in Paragraphs 9.3 and 9.4 (collectively, the obligations agreed to or assumed by Buyer other obligations expressly assumed by Obligations"). Other than the Assumed Obligations and action or with respect to the Property that result from any Buyer or any liens or other obligations will pay before or after the Date of Closing, Seller activities by or on behalf of Buyer, whether virtue of the each and every kind arising out of or by and discharge any and all liabilities of and shall indemnify, the Property prior to the Date of Closing, possession, ownership or use of defend and hold Buyer harmless there from. no uncured event which, 6.9 Defaults. Seller is not in default and there has occurred a default by Seller, under any Contract with notice, the passage of time or both would be pertaining to the Property. that to the 6.10 Litigation. There is no litigation pending against Seller pertains includes thereof. For purposes of this Paragraph 6.10, litigation Property or Seller's ownership the before any tribunal having jurisdiction over lawsuits, actions or administrative proceedings Property. 0036S-0890/LEGAL14Z62406 served by water, storm and sanitary sewer, gas, 6.11 Utilities. The Property is of public utilities. To to the Property by facilities electricity, and telephone supplied directly the boundaries of the Property or are located within Seller's actual knowledge, all such utilities recorded easements for the same. within lands dedicated to public use or within to execute and deliver 6.12 Due Authorigg. Seller has all requisite powerland authority transactions contemplated this Agreement and to carry out its obligation hereunder and the contemplated hereby will be, duly hereby. This Agreement has been, and the documents the Seller's legal, valid and binding obligation executed and delivered by Seller and constitute the sale its terms. The consummation by Seller of enforceable against Seller in accordance with default under any in conflict with nor does it constitute a of the Property is not in violation of or to which Seller is or may be bound, or of any of the tern'w of any agreement or instrument or rule or regulation of any governmental authority provision of any applicable law, ordinance, order, judgment or decree of any court, arbitrator or of any provision of any applicable ' governmental authority. All and warranties made Seller in this 6.13 No Omissions. representations by furnished by Seller to Buyer in Agreement, and all information contained in any certicate and do not untrue statement of material fact connection with this transaction, are free from any herein or therein not to make the statements contained omit to state any material facts necessary Seller .to Buyer in connection with this misleading. The copies of any documents furnished by best of the documents they purport to be and to the transaction are true and complete copies of omit to state statement of material fact and do not Seller's actual knowledge contain no untrue contained therein not misleading. facts necessary to make the statements any material Seller covenants and agrees as follows: 7. Covenants of Seller. this Agreement to the Date of Closing, 7.1 Perform Obligations. From the date of under all indebtedness Seller will perform all of its monetary and nonmonetary obligations the and the liens securing same pertaining to for borrowed money or otherwise) (whether if any. Property or any portion thereof, forth in Paragraph 3.2, from the 7.2 Lieg. Other than the Permitted Exceptions set Seller will not grant or create any easement, right- date of this Agreement to the Date of Closing, or other right ofway, encumbrance, restriction, covenant, lease, license, option to purchase been Buyer's written consent rst having which would affect the Property after Closing without obtained. of this Agreement to the Date of 7.3 Provide Further Information. From the date which Seller becomes aware affecting the Closing, Seller will notify Buyer of each event of learning of the occurrence of such event. Property or any part thereof, promptly upon 00365-0890/LEGAL14262406 as Warranties of Buyer. Buyer covenants and agrees 8. Covenants, Representations and - follows: to the Date of Closing, 8.l Perform Obligations. From the date of this Agreement required by the Buyer will timely perform all of its monetary and non-monetary obligations be performed by Buyer. terms of this Agreement to makes the following representations and 8.2 ' Buyer's Representations. Buyer hereby of Closing: as of the Date warranties, which shall be true and correct and deliver this 8.2.1 Buyer has all requisite power and authority to execute hereunder and the transactions contemplated hereby. Agreement and to carry out its obligations and contemplated hereby will be, duly executed This Agreement has been, and the documents constitute Buyer's legal, valid and binding obligations, enforCeable delivered by Buyer and the purchase of the its terms. The consummation by Buyer of against Buyer in accordance with does it constitute a default under any of the or in conict with, nor Property is not in violation of is or may be bound, or of any provision of terms of any agreement or instrument to which Buyer law, ordinance, rule or regulatiOn of any governmental authority or of any any applicable arbitrator or governmental or decree of any court, provision of any applicable order, judgment authority. or 8.2.2 There is no litigation pending against Buyer which could prevent impair Buyer's obligations hereunder. 9. Hazardous Substances. Hazardous Substances, Environmental Laws and Remedial 9.1 Definitions of material (including means any substance, waste or Actions. The term "Hazardous Substances" asbestos-containing material, and or without limitation - petroleum products, asbestos hazardous toxic or ' or designated as dangerous,polychlorinated biphenyls) regulated, dened ordinance rule or regulation relating to the radioactive, by any federal, state or local law, statute, effect the environment now or hereafter in (collectively protection of human health or "Remedial Actions" shall "Environmental Laws"). For purposes of this Paragraph 9, the term Model Toxics Control Act regulations (WAC have the same meaning as under the Washington Substances. 173-340-200) for cleanup of a release of Hazardous to 9.2 Environmental Documents. Seller represents and warrants that it has delivered within its possession that it has received, all documents, if any, Buyer, and Buyer acknowledges of the which are a Phase I or control pertaining to the environmental quality Property, of the Property and has delivered to Seller environmental site assessment and a wetlands study 3.16 Acre Site Northeast Corner of Des Moines the "Phase I Environmental Site Assessment, Memorial Drive South and 8th Avenue South, Burien, Washington" prepared by Pinnacle and the Memorandum Regarding GeoSciences and dated May 31, 2006 ("Pinnacle Report"), 188th St. Study Summary Report prepared by AC. Kindig Wetlands on the 3-Acre Parcel Near S. (collectively, the Pinnacle Report and the & Co. and dated July 24, 2006 ("Wetlands Report") The Environmental Wetlands Report are referred to as the "Environmental Documents"). 00365~0890/LEGAL14262406 and or control of Seller ' Documents represent the entirety of all documentation in the possession Substances on the Property or in to wetlands and any Hazardous Buyer with regard to or relating warrants to Buyer that it has no knowledge thereon, and Seller represents and any improvement Environmental Documents. . REPRESENTATIONS AND 9.3 EXCEPT FOR THE EDG'RESS COVENANTS, SELLER CONTAINED IN THIS AGREEMENT, WARRANTIES AND INDEMNITIES OF AND PROPERTY IN ITS PRESENT PHYSICAL BUYER WILL BE PURCHASING THE IS" AND WITH ALL FAULTS, ENVIRONMENTAL CONDITION, "AS IS," "WHERE THE BASIS OF BUYER'S OWN INDEPENDENT KNOWN OR UNKNOWN, ON OF THE FOREGOING, INVESTIGATIONS. WITHOUT LIMITING THE GENERALITY REPRESENTATIONS AND WARRANTIES EXCEPT FOR THE EXPRESS COVENANTS, HAS MADE NO IN THIS AGREEMENT, SELLER AND INDEMNITIES CONTAINED ANY KIND RELATING TO THE ZONING, REPRESENTATIONS OR WARRANTIES OF CONDITION OF THE PROPERTY, INCLUDING PHYSICAL OR ENVIRONMENTAL SUBSTANCES THAT WERE IN THE PAST, WITHOUT LIMITATION ANY HAZARDOUS BE LOCATED ON THE PROPERTY. THE ARE NOW, OR MAY IN THE FUTURE HAVE EXPRESSLY ALLOCATED AND PARTIES ACKNOWLEDGE THAT THEY OF KNOWN ENVIRONMENTAL CONDITION ASSUMED RESPONSIBILITY FOR THE PARAGRAPH 9 OF THIS AGREEMENT. THE PROPERTY AS SET FORTH IN of this Agreement to the contrary, the 9.4 Survival. Notwithstanding any provision herein survive the Closing of the transaction contemplated provisions of this Paragraph 9 shall and the delivery of the Deed. 10. Closing. shall take place at the ofces 10.1 Time and Place. The closing of this sale ("Closing") is one hundred and twenty (120) days on the date that of Escrow Agent in Seattle, Washington, date after the end of the Contingency or upon an earlier after the end of the Contingency Period, however that either party may Period if so elected by Buyer ("Date of Closing"); provided, to giving written notice of such extension extend the Date of Closing for up to thirty (30) days by in advance ofthe Date of Closing. the other party at least fteen (15) days Seller shall deliver to Escrow Agent, 10.2 Seller's Obligations. At or before Closing, for delivery to Buyer, the following: and Sale Deed in substantially the 10.2.1 Bargain and. Sale Deed. A Bargain attached hereto Exhibit C, free and clear of all liens, encumbrances, conditions, form as for the Permitted Exceptions ("Deed"); easements, assignments, and restrictions, except tax afdavit, signed and 10.2.2 Excise Tax Afdavit. An appropriate excise ofcials of Seller; and notarized by the responsible and authorized 003650890/LEGAL14262406 the Title Company (or the Title 10.2.3 Title Policy. The Title Policy issued by referred to in Paragraph 3.3; to issue the Title Policy), as Company's irrevocable commitment and and funds as may be required 10.2.4 Other Documents. Such other documents in Real Property Tax Act ("FIRPTA") a Foreign Investment to close this transaction, including certicate. shall deliver to Escrow Agent, 10.3 Buyer's Obligations. At or before Closing, Buyer for delivery to Seller, the following: Purchase Price (after credit for any applicable 10.3.1 Purchase Price. The amounts pursuant to this Agreement); ' tax afdavit, signed and 10.3.2 Excise Tax Afdavit. An appropriate excise ofcials of Buyer; and notarized by the responsible and authorized 10.3.3 Other Documents. Such other documents and mds as may be required to close this transaction. associated with the 10.4 ' Proration. All taxes, assessments, interest and other expenses ' Property, shall be prorated as of Closing. escrow fees with respect 10.5 Closing Costs. Seller and Buyer shall share equally the as shall pay for the cost of extended title insurance premiums to the sale of the Property.- Seller and Buyer shallpay for the cost of any title provided in Paragraph 3.3 of this Agreement, endorsements or other title coverages requested by Buyer. ' of the Property immediately following 11. Possession. Buyer shall be entitled to possession Closing. 12. Indemnication. indemnify and hold 12.1 By Seller. Seller shall pay, protect, pay the defense costs of, claim, harmless from and against any and all loss, liability, Buyer and its successors and assigns of (a) the breach of any representation, or incurred by reason damage and expense suffered to perform forth in this Agreement; (b) the failure of Seller warranty or agreement of Seller set liabilities arising out of this Agreement to be performed by Seller; (0) any obligation required by ' or of the Property by the Seller prior to Closing, the ownership, maintenance, and/or operation in part by any acts from any cause occasioned in whole or (d) any injuries to persons or property occurred before its or suppliers that or omissions of Seller, agents or employees, contractor Closing. under Paragraph 9, 12.2 By Buyer. In addition to Buyer's indemnication obligations and its successors defense costs of, indemnify and hold Seller Buyer shall pay, protect, pay the and all loss, liability, claim, damage and expense and assigns harmless from and against any of of any representation, warranty or agreement suffered or incurred by reason of (a) the breach l 0 00365-0890/LEGAL14262406 required by the failure of Buyer to perform any obligation Buyer set forth in this Agreement; (b) out of the ownership, this Agreement to be performed by Buyer; (0) liabilities arising after the Closing; or (d) any injuries to maintenance and/or operation of the Property by Buyer in part by any acts or omissions of from any cause occasioned in whole or persons or property that occurred after Closing. Buyer, its agents or employees, In addition to all other indemnities 12.3 Environmental Indemnication by Buyer. and shall defend and indemnify Seller, Seller's contained in this Agreement, Buyer releases "Seller's Indemnied Parties") and hold Seller's agents, ofcers, and employees (collectively, for all claims, actions, administrative Indemnified Parties harmless from and be responsible consultant and Without limitation, reasonable attorney's fees, proceedings, expenses (including, settlements, awards or liabilities (collectively, expert fees), losses, penalties, nes, judgments, in connection with the to or are otherwise incurred "Seller's Claims") that arise out of, relate Documents on, under or in the Substances disclosed in the Environmental presence of Hazardous disclosed in the the migration off of the Property Property of Hazardous Substances or Environmental Documents. shall be borne by Seller until 13. Risk of Loss. Risk of loss of, or damage to, the Property loss to the Property. Closing. Thereafter, Buyer shall bear the risk of 14. Default. this Agreement by Seller, Buyer 14.1 By Seller. If there is an event of default under or of Seller's obligations under this Agreement will be entitled (a) to seek specic performance Seller and Escrow Agent. If Buyer written notice to (b) to terminate this Agreement by and interest be terminated, the entire Earnest Money terminates this Agreement, the escrow will all documents will be immediately accrued thereon shall immediately be returned to Buyer, and neither party will have any further rights or retumed to the party who deposited them, in this Agreement. as otherwise provided obligations under this Agreement, except fails, without legal excuse, to complete the 14.2 By Buyer. In the event Buyer made by Buyer will be forfeited to Seller as purchase of the Property, the Earnest Money deposit Seller for such failure. the sole and exclusive remedy available to to the other pursuant to this Agreement 15. Notices. All notices to be given by each party facsimile deposited in the United States mail, properly or shall be delivered in person, by certied or registered mail, return receipt addressed, postage fully prepaid, for delivery by facsimile shall be deemed effective upon requested. Notices given by personal delivery or notices is on a business day and receipt is acknowledged); receipt (provided notice by facsimile Notices may be effective on the third business day aer deposit. given by mail shall be deemed either party: and facsimile numbers, until further notice by given at the following addresses 1 1 . 00365-0890/LEGAL14262406 To Seller: To Buyer: Andrea Johnson Manager, Aviation Relocations and Highline School District #401 Acquisitions Seattle ~Tacoma International Airport Building A . P. O. Box 68727 17810 Eighth Avenue South Seattle, WA 98168 Burien, WA 981484788 . Fax: 206433-2103 cc: Port of Seattle cc: Peter Folkins New Ventures Group $egiaig$en 500Union St, Suite 900 Sgatgle WA 93111 Seattle, WA 98101 Deliveries: 271 1 AlaSkaIl Way Seattle, WA 98121 . . cc: W1111am Green Fax' 206-7283205 Perkins Coie 1201 Third Avenue, Suite 4000 Seattle, WA 98101 16. Miscellaneous: and construed in 16.1 Governing Law. This Agreement shall be goVerned by ' accordance with the laws ofthe State of Washington. between the 16.2 Entire Agreement. This Agreement constitutes the entire agreement p understandings or the Property and any and all prior agreements, parties concerning the sale of and are of matter are hereby canceled in their entirety representations with respect to its subject under this Agreement effect. The parties do not intend to confer any benet no further force or other than the parties. to any person, rm or corporation of this or modication . 16.3 Modication or Amendment. No amendment, change hereto. in writing and signed by all of the parties Agreement shall be valid, unless than one counterpart, 16.4 Counterparts. This Agreement may be executed in more each of which shall be deemed an original. benet 'ofthe 16.5 Successors and Assigns. This Agreement shall bind and inure to the of the parties. Buyer or Seller shall not assign this respective successors and permitted assigns consent the other party's prior written consent, which Agreement, or any part thereof, Without in the other party's sole and absolute discretion. may be withheld or legal holiday, then l6.6 Event Date. If any event date falls on a Saturday, Sunday until the next business day. the time for performance shall be extended 1 2 00365-0890/LEGAL14262406 this Agreement will be deemed to have 16.7 Non-Waiver. No term or condition of condition or the in writing, and the waiver of any been waived or amended unless expressed or any other term of any subsequent breach of the same breach of any term will not be a waiver or condition. Exhibits and Schedules which 16.8 Exhibits. This Agreement contains the following Exhibits A, B and C. and made a part of this Agreement: are attached the Property, or or dealings regarding 16.9 Brokers. Neither party has had any contact in connection with the subject matter 'of this transaction, through any any communication or nder's fee who can claim a right to a commission licensed real estate broker or other person this Agreement, except New the purchase and sale contemplated by as a procuring cause of fee will be paid by Buyer in Ventures Group, Inc., who is a consultant to Buyer, and whose and hold harmless Seller accordance with a separate agreement. Buyer shall indemnify, defend fees and liabilities, costs or damages (including attorneys from and against any and all claims, related to this between Buyer and New Ventures Group costs) arising out of any agreement a'commission or nder's fee based a claim for transaction. If any other broker or nder perfects whom the broker or nder dealings or communication, the party through on any other contract, indemnify, for that commission or fee and shall makes his or her claim will be responsible liability, cost or damages defend and hold harmless the other party from and against any . out of that claim. (including attorneys' fees and costs) arising 16.10 Time. Time is of the essence of this Agreement. party shall pay their respective 16.11 Attorneys Fees/Litigation Expenses. Each In any controversy, claim or dispute to this Agreement and Closing. attorneys fees with respect recover its the prevailing party shall be entitled to arising out of, or relating to, this Agreement, reasonable attorneys' fees. costs and expenses of suit, including of the parties and are not a 16.12 Construction. Captions are solely for the convenience one as if it had been prepared by This Agreement shall not be construed part of this Agreement. had prepared it. of the parties, but rather as if both parties or the application 16.13 Partial Invalidity. If any term or provision of this Agreement thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the the application of such term or provision to persons or remainder of this Agreement, or it is held invalid or unenforceable, shall not be circumstances other than those as to which be valid and be and provision of this Agreement shall affected thereby; and each such term law. enforced to the fullest extent permitted by 1 3 - 00365-0890lLEGAL14262406 indemnications made in this Agreement shall 16.14 Survival. The covenants and into the Deed and the recordation thereof. survive the Closing unimpaired and shall not merge shall and warranties under Paragraphs 6.6 and 6.8, which Except for Seller's representations into the Deed and recordation thereof, the survive the Closing unimpaired and shall not merge but shall in this Agreement shall not merge into the Deed representations and warranties made aer the Closing. survive the Closing unimpaired for a period one (1) year on 16.15 Offer by Buyer; Approval by Seller. Buyer hereby offers to buy the Property and understands that Seller can accept this offer only the terms and conditions contained herein, If the Port Commission approval is not so after obtaining approval from the Port Commission. Seller and returned to Buyer, by October 31, obtained, and this Agreement is not fully signed by and withdraw the offer at any time thereafter. Buyer 2009, Buyer may terminate this Agreement and sale hereby Withdraws the earlier offer it made for the Property pursuant to a purchase agreement is agreement submitted and such prior purchase to Seller on August 14, 2008, ' ' terminated and of no further force or effect. Signatures Appear on Next Page 14 00365~0890/LEGAL14262406 . executed as of have caused this Agreement to be IN WITNESS WHEREOF, the parties the date rst set forth above. HIGHLINE SCHOOL DISTRICT PORT OF SEATTLE: a Washington municipal corporation NO. 401: 00365-0890/LEGAL14262406.1 EXHIBIT A LEGAL DESCRIPTION 1/4 OF THE NORTHEAST 1/4 OF THAT PORTION OF THE SOUTHWEST FOLLOWS: RANGE 4 EAST W.M., DESCRIBED AS SECTION 32, TOWNSHIP 23 NORTH, OF SAID SUBDIVISION; THENCE BEGINNING AT THE NORTHWEST CORNER A WEST LINE OF SAID SUBDIVISION, SOUTH 0453'40" WEST ALONG THE LINE OF THAT CERTAIN REAL DISTANCE OF 413.95 FEET TO THE SOUTH SCHOOL DISTRICT NO. 401 UNDER PROPERTY CONVEYED T0 HIGHLINE POINT OF BEGINNING. RECORDING NO. 6697569 AND THE TRUE SAID SOUTH LINE A DISTANCE OF THENCE SOUTH 8846'23" EAST ALONG OF STATE HIGHWAY SR-509, AS 537.23 FEET TO THE WESTERLY MARGIN BY DEED RECORDED UNDER CONVEYED TO THE STATE OF WASHINGTON RECORDlNG N0. 7203090277; SAID WESTERLY MARGIN OF SR- THENCE SOUTH 2640'17" WEST ALONG 509, A DISTANCE OF 412.43 FEET; CONTINUING ALONG SAID WESTERLY THENCE SOUTH 5502'08" WEST OR LESS TO A POINT ON THE MARGIN, A DISTANCE OF 80.46, MORE WAY SOUTH, SAID POINT BEING NORTHEASTERLY MARGIN OF DES MOINES 25+50; OPPOSITE HIGHWAY ENGINEER'S STATION MARGIN A THENCE NORTH 50 11' 23" WEST ALONG SAID NORTHEASTERLY DISTANCE OF 300.00 FEET; . DISTANCE OF 127.28 FEET; THENCE NORTH 05 11' 23" WEST A DISTANCE OF 30.00 FEET TO A POINT, THENCE NORTH 50 11' 23" WEST A DISTANCE HIGHWAY ENGINEER'S STATION 21+00 SAID FONT BEING OPPOSITE AT RIGHT ANGLES FROM THE 90.00 FEET NORTHEASTERLY, MEASURED WAY SOUTH; NORTHEASTERLY MARGIN OF DES MOINES _ TO THE WEST THENCE SOUTH 68 51' 54" WEST A DISTANCE OF 4.31 FEET LINE OF SAID SUBDIVISION; SAID WEST LINE A DISTANCE OF THENCE NORTH 04 53' 40" EAST ALONG BEGINNING; 70.72 FEET TO THE TRUE POINT OF CONVEYED TO THE HIGHLINE EXCEPT THE WEST 51 FEET THEREOF RECORDED UNDER RECORDING NO. SCHOOL DISTRICT NO. 401 , BY DEED 7910300601; 00365-0890/LEGAL14262406.1 Form of Earnest Money Note Seattle, Washington $25,000.00 2009 , lawful money of FOR VALUE RECEIVED, the undersigned promises to payin . COMPANY, the the United States to the order of CHICAGO TITLE INSURANCE to be held as Earnest Money in amount of TwentyFive Thousand Dollars ($25,000.00) for the account of The Port accordance with Section 2.1 of the Agreement dened below, of Seattle ("Payee"). This note shall be paid as follows: as that term is Upon demand, after expiration of the Contingency Period, that certain defined in Section 4.4, and otherwise pursuant to the provisions of, 2009 ("Agreement") Real Estate Purchase and Sale Agreement dated , to certain between the undersigned, as buyer, and Payee, as seller, with respect unless (i) Buyer has terminated the property located in King County, Washington, the Contingency Period or (ii) the Agreement on or before the expiration of has paid transaction contemplated under the Agreement has closed and Buyer ' in the Agreement. Payee the full purchase price as set forth annum if not . This note shall bear interest at the rate of fourteen percent (14%) per paid after demand as above provided. If suit is brought on this note after any default in and agrees to pay reasonable attorneys' fees any payment, the undersigned promises incurred thereby. of Washington. This note shall be construed according to the laws of the state HIGHLINE SCHOOL DISTRICT NO. 401 a Washington municipal corporation ' EXHIBIT C Form of Bargain and Sale Deed Return Address Document Title(s) (or transactions contained therein): 1. Bargain and Sale Deed or released: N/A Reference Number(s) of Documents assigned (on page __ of documents(s)) and initials): Grantor(s) (Last name rst, then rst name 1. PORT OF SEATTLE document. 2. E Additional names on page __H of Grantee(S) (Last name first, then rst name and initials): 1. HIGHLINE SCHOOL DISTRICT NO. 401 2. 1:] Additional names on page #_ of document. i.e. lot, block, plat or section, township, range) Legal description (abbreviated: Full legal is on pages of document. Assessor's Property Tax Parcel/Account Number 00365-0890/LEGAL14262406.l BARGAIN AND SALE DEED of the State of Washington, Grantor, the PORT OF SEATTLE, a municipal corporation and other good and valuable consideration in hand for and in consideration of Ten Dollar's ($10) and conveys to ofwhich are acknowledged, bargains, sells, paid, receipt and sufciency known as King County School District HIGHLINE SCHOOL DISTRICT NO. 401 (formerly State of Washington ("Grantee"), the real estate, No. 401), a municipal cmporation ofthe to the matters on Exhibit A hereto, subject situated in King County, Washington described identied on Exhibit B hereto. this Deed to those expressed herein and Grantor expressly limits the covenants of and does hereby or other implication, excludes all covenants arising or to arise by statutory under lawfully claiming or to claim by, through or covenant that against all persons whomsoever described forever warrant and defend the real propeity Grantor and not otherwise, Grantor will herein. DATED 20 , PORT OF SEATTLE a Washington municipal corporation Exhibits A and B] [Insert acknowledgment and 003650890/LEGAL14262406.l
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