Griswold Real Estate Purchase and Sale Agreement
Griswold Real Estate Purchase and Sale Agreement
Griswold Real Estate Purchase and Sale Agreement
This REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is between Clifford
Lee and Sean Lee, as husband and wife ("Seller"), and City of Olympia ("Buyer"), jointly referred to as
"the Parties."
RECITALS
Seller is the owner of certain real property commonly located at 308-310 4th Avenue East,
Olympia, Thurston County, Washington, consisting of approximately 7,200 square feet and more
particularly described on Exhibit A (legal description) and shown on Exhibit B (a sketch) attached hereto
and by this reference incorporated herein.
The signatories to this Agreement are authorized to execute associated documents, to correct
legal descriptions if need be, and to correct scrivener's errors and other errors or omissions that are
otherwise in substantial conformance with this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which
is
hereby
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 Property:
1.1
property located
in
Washington, comprising a portion of Thurston County Assessor's Tax Parcel Number 78503300700 and
legally described on Exhibit A attached hereto (the "Land") and shown on Exhibit B (a sketch).
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 lmprovements. All improvements and fixtures located on the Land including
structural bracing, exterior walls and doors shall remain. All other materials may be removed by the
Seller.
'1.4 Personal Property. All personal property shall be removed from the site within
fourteen (14) days of closing orwill be considered to be abandoned property as defined in Paragraph 1.6
below.
1.5
Right
to access, following
acceptance by Seller of the offer set forth in this Agreement, on the terms and conditions set forth herein.
Buyer shall provide twenty-four (24) hours advance notice to Seller of Buyer's intent to access the
Property for purposes of inspection and/or testing. Seller will have the right to be present during such
access by Buyer, Buyer's agents, employees, contractors or representatives. Buyer shall indemnify and
hold harmless Seller from any and all claims for damages or loss that may be filed or asserted against the
Property or Seller as a result of Buyer's or its agents', representatives' or employees' negligence while
upon Seller's Property. See also, Paragraph 6.2,infra.
1.6
Abandoned Property. Seller shall be given fourteen (14) days after Closing to
remove any and all improvements or personal properties as identified in Paragraph 1.3 and Paragraph
1.4 above. Any of Seller's personal property or fixtures left on the Land owned by Seller, shall be
considered abandoned property, and at Closing title to such abandoned property shall pass to Buyer as if
it had been conveyed by a bill of sale.
All of the items described in Paragraphs 1.'1,1.2,1.3,1.4, and 1.6 above are herein collectively
referred to as the "Property."
2.
Purchase Price. The purchase price to be paid by Buyer to Seller for the Property (the
"Purchase Price") is Three Hundred Thousand and 00/100 Dollars U.S. ($900,000.00).
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 shall open escrow with Stewart Title lnsurance Company (the "Escrow Agent"), by depositing with
Escrow Agent a copy of this executed Agreement.
Closing Date. The Closing (the "Closing") shall be held at the offices of the Escrow
4.
AgentonJunel,2016,unlessotherwiseagreedbytheParties. Closingshall occurwhentheDeed(as
hereinafter defined) to Buyer is recorded and the Purchase Price is delivered to the Escrow Agent for
delivery to Seller.
5.
5.1
Title Binder. Buyer has ordered a preliminary commitment for an ALTA owner's
standard coverage title insurance policy issued by or through Stewart Title lnsurance Company ("Title
Company") describing the Property, showing all matters of record pertaining to the Property and listing
Buyer as the prospective named insured. Following the mutual execution of this Agreement, if necessary,
Buyer shall obtain from Title Company a written supplemental report to such preliminary commitment, in a
form acceptable to Buyer, updating the preliminary commitment to the execution date of the Agreement.
Such preliminary commitment, supplemental reports and true, correct and legible copies of all documents
referred to in such preliminary commitment and supplemental reports as conditions or exceptions to title
to the Property are collectively referred to herein as the "Title Binder."
5.2 Title Review. Within thirty (30) business days of mutual execution hereof, Buyer
shall review the Title Binder and any surveys of the Property, and shall notify Seller what exceptions to
title, if any, affect the marketability or insurability of the title to the Property or which adversely affect the
use of the Property. lf Seller shall fail to remove any such exceptions objected to by Buyer from title prior
to the Closing date, and Buyer is unwilling to take title subject thereto, Buyer may elect to either terminate
this Agreement, or take title despite the existence of such exception. lf Buyer elects to terminate, neither
Buyer nor Seller shall have any further liabilities, obligations or rights with regard to this Agreement which
shall then become null and void and of no further force or effect.
5.3 Title Policy. At Closing, Seller and Buyer shall cause Title Company to issue a
standard ALTA owner's policy ("Title Policy") to Buyer, at Buyer's cost. The Title Policy shall (a) be
satisfactory to Buyer, (b) be issued in the amount of the total Purchase Price and (c) insure fee simple,
indefeasible title to the Property in Buyer. The Title Policy shall contain endorsements as Buyer may
require. Buyer's obligation to close this transaction shall be contingent on Buyer's approval, in its sole
and absolute discretion, of the Title Policy required under this Paragraph 5.
6.
6.1 Documents and Reports. Within thirty (30) calendar days after the execution
and delivery of this Agreement (the "Document Delivery Date"), Seller shall deliver to Buyer copies of the
documents and reports listed on attached Exhibit C to this Agreement and in Seller's possession. Seller
shall certify to Buyer, as of the Document Delivery Date, as to any documents listed on Exhibit C not in
Seller's possession. All existing leases or occupancy agreements for the Property shall be referred to
herein as the "Leases." All existing service contracts for the Property shall be referred to herein as the
"Contracts." Buyer shall inform Seller, prior to the expiration of the Contingency Period (defined
in
Paragraph 6.5), which Contracts, if any, Buyer desires to assume at Closing (the "Assumed Contracts").
6.2
lnspection
of the Property.
consultants and agents shall have the right and permission from the date Seller signs 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 as a direct result of any actions taken by Buyer in connection with
the Property, including but not limited to permitting Seller to review a written description of Buyer's
proposed testing and work to ensure same is properly done and will not exacerbate any existing condition
of contamination on the property. Buyer shall also provide Seller with a copy of all soil or environmental
test results for the property. Buyer shall reasonably restore the Property to its condition immediately prior
to any invasive testing. 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.
6.3
Appraisal of the Property. Buyer shall have the right to obtain an appraisal
Buyer's appraiser may enter onto the property as is necessary to appraise the Property.
6.4 Approval of the Property. Buyer's obligation to purchase the Property shall be
subject to and contingent upon Buyer's approval, in its sole and absolute discretion, prior to the expiration
of the Contingency Period, of all aspects of the Property, including, without limitation, the physical
condition of the Property, Buyer's financing, and all of the information delivered by Seller pursuant to
Paragraph 6.1 above or otherwise obtained by Buyer regarding the Property.
6.5
Gontingency Period. As used herein, the term "Contingency Period" means the
6.6 Buyer's Right to Terminate. lf Buyer's conditions set forth in Paragraph 6.4
above are not satisfied in Buyer's sole and absolute discretion, Buyer shall have the right to terminate this
Agreement by sending written notice to Seller and Escrow Agent (such notice referred to as a
"Termination Notice") prior to the expiration of the Contingency Period. lf Buyer gives its Termination
Notice to Seller, this Agreement shall terminate and neither Buyer nor Seller shall have any further liability
to the other under this Agreement.
6.7
shall also be subject to the following conditions that must be satisfied as of Closing.
(iii)
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);
the same as on the date hereof, ordinary wear and tear excepted.
lf the conditions set forth in this Paragraph 6 are not satisfied as of Closing and Buyer does not
waive the same, Buyer may terminate this Agreement, and thereafter neither Buyer nor Seller shall have
any further liability to the other under this Agreement.
7.
following
representations and warranties, to the best of Seller's knowledge, which representations and warranties
shall be deemed made by Seller to Buyer also as of the Closing date:
7.1 Title. Seller is the sole owner of the Property, except for reservations of record.
At Closing, Seller shall convey the entire fee simple estate and right, title and interest in and to the
Property by statutory warranty deed, free and clear of unapproved encumbrances of record.
7.2 Compliance with Law; Compliance with Property Restrictions. 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 related to
zoning, building, subdivision, and engineering.
7.3 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.
7.4 Taxes and Assessments. Other than amounts disclosed by the Title Binder, 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.
7.5
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 lnternal 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.
7.6
7.10 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.
7.11 Utilities. The Property is served by water, storm and sanitary or septic sewer,
electricity, and telephone supplied directly to the Property by facilities of public utilities. All such utilities
are located within the boundaries of the Property or within lands dedicated to public use or within
recorded easements for the same.
7.12
municipal or other governmental plans to change the road system in the vicinity of the Property.
7.13 Subdivision. The conveyance of the Property will not constitute a violation of
any subdivision ordinance. The improvements on the Property comply in all material respects with all
applicable subdivision ordinances and statutes.
7.'14 Due Authority. Seller and Buyer have all requisite power and authority to
execute and deliver this Agreement and to carry out its obligations hereunder and the transactions
contemplated hereby. This Agreement has been, and the documents contemplated hereby will be, duly
executed and delivered by Seller and Buyer and constitute their legal, valid and binding obligation
enforceable against Seller and Buyer in accordance with its terms.
8.1
Perform Obligations. From the date of this Agreement to the Closing date,
Seller will perform any monetary and non-monetary obligations it has regarding the Property.
8.2 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.
8.3 Provide Further lnformation. 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 learning of the occurrence of such event.
9.
Closing
9.1 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.
9.2 Documents to be Delivered by Seller. For and in consideration of, and as a
condition precedent to the payment to Seller 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):
required by Buyer, or by the Title Company as a condition to its insuring Buyer's good and marketable fee
(ii)
(iii)
and
specifications relating to the Property as are in the possession or control of Seller, if any.
(vi)
9.3 Payment of Costs. At Closing, Buyer shall pay all charges for its title insurance,
the recording fee, the technology fee, the escrow fees, and including any and all charges incurred as part
of the sale of the Property.
9.4
Taxes. Buyer shall pay Seller's real property excise taxes for the Property
9.5 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,
except where Seller is exempt by statute or administrative rule or regulation.
To Seller:
To Buyer:
City Manager
City of Olympia
PO Box 1967
601 4th Avenue East
Olympia, WA 98507-1967
Attn: Steven R. Hall
City Attorney
City of Olympia
PO Box 1967
601 4th Avenue East
Olympia, WA 98507-1967
Attn: Mark Barber
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.
12.
Event of Default. ln 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, in addition to
all other remedies, to seek monetary damages and specific performance of Seller's obligations
hereunder.
13.
Miscellaneous
'13.1
Applicable Law. This Agreement shall in all respects, be governed by the laws
13.2 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 things reasonably
necessary in connection with the performance of its obligations hereunder, to carry out the intent of the
parties hereto.
13.3 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.
13.4 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.
Buyer may assign its rights and obligations under this Agreement to a limited partnership, limited
liability company or limited liability partnership without approval of the Seller. Buyer must notify Seller of
any such assignment prior to the Closing. Any such assignee shall for all purposes be regarded as Buyer
under this Agreement.
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.
13.6 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.
13.7 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. lf 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 which is not a state or federal holiday.
13.8 Partial lnvalidity. lf 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.
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.
13.1'l Time.
description
whatsoever on the Property shall be at Seller's sole risk. Buyer shall not be liable for any damage done
to or loss of such personal property, injury to person or damage or loss suffered by the business or
occupation of Seller caused in any manner whatsoever, unless and to the extent the damage is caused
by the gross negligence or willful misconduct of Buyer.
1313 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).
'13.',4 Recitals. The Recitals set forth above are incorporated by this reference
into
this Agreement.
14.
Expiration. This offer will expire if not executed by Seller and Buyer on or before 5:00
I
Purchase & Sale Agreement
BUYER
Bv:
Name:
Its:
Date:
Approved as to form:
City Attorney
SELLER
Clifford Lee
Bv:
Clifford Lee
Date:
Sean Lee
Sean Lee
Date
EXHIBIT A
Legal Description
Parcel A, Boundary Line Adjustment No. SS-5502, according to the short plat recorded under Recording
Number 8711240029, records of Thurston County, State of Washington;
Situate in the County of Thurston, State of Washington
B-1
EXHIBIT B
Sketch of P ronertv
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EXHIBIT C
1.
Copies of all of leases or other occupancy agreements relating to the Property, with originals to be
delivered at Closing.
2.
Copies of all licenses, permits and approvals issued by governmental authorities for the use and
occupancy of the Property or any facility located thereon.
3.
Any other information about the Property reasonably requested by Buyer, if in the possession or
control of Seller.
G-l
Exhibit D
Assiqnment
ASSIGNMENT AND ASSUMPTION
of
day
THIS ASSIGNMENT AND ASSUMPTION (the "Assignment") is made as of this
20- (the "Transfer Date") by City of Olympia ("Assigno/'), in favor of
Assignee")
For good and valuable consideration, the receipt and sufficiency of which is
hereby
acknowledged, Assignor hereby assigns and transfers to Assignee, as of the Transfer Date, all of the
A and Exhibit B
(the
By:
N
Its:
ASSIGNEE:
SELLER APPROVAL:
By
G-2
Exhibit E
Document Title:
Grantor:
Grantee:
Legal Description:
Number:
78503300700
It is understood and agreed that delivery of this Deed is hereby tendered and that the
terms and obligations hereof shall not become binding upon the City of Olympia unless and until
accepted and approved hereon in writing for the City of Olympia, by the City Manager.
GRANTOR:
G-3
Granted
this_
day
of
2016
STATE OF WASHTNGTON)
)ss
cor_rNTY oF THURSTON )
On this
day of
2016, before me personally appeared CLIFFORD
LEE and SEAN LEE, husband and wife, to me known to be the individuals described in and
who executed the foregoing instrument, and acknowledged that they signed and sealed the
same as their free and voluntary act and deed, for the uses and purposes therein mentioned.
GIVEN under my hand and official seal the day and year last above written.
(SEAL)
Signature
Print Name:
Notary Public in and for the State of
Washington, residing at
My commission expires
GRANTEE:
Accepted and Approved:
Approved as to form
CITY OF OLYMPIA
By
City Attomey
Date:
G-4