HomeMy WebLinkAbout3123 RESOLUTION NO. 3 12 3
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE REQUIRED DOCUMENTS FOR THE PURCHASE OF PROPERTY
LOCATED ADJACENT TO FULMER FIELD FOR THE PURPOSE OF
CONSTRUCTING WATER CORROSION CONTROL FACILITIES.
WHEREAS, the City of Auburn Water Utility wishes to construct
corrosion control facilities adjacent to Wells #2 and #6 in Fulmer Field; and
WHEREAS, the purchase of said property is necessary to provide
adequate space for construction of the corrosion control facilities; and
WHEREAS, Helen Shaughnessy owns the said property adjacent to
Fulmer Field and wishes to sell the property for the sum of eighty-nine thousand
dollars and no cents ($89,000.00); and
WHEREAS, the City wishes to purchase the Shaughnessy property and
is agreeable to the aforementioned price;
THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A
REGULAR MEETING DULY ASSEMBLED, HEREWITH RESOLVES AS
FOLLOWS:
Section 1. Purpose. The Mayor and City Clerk of the City of
Auburn, Washington, are hereby authorized to sign an Option to Purchase
.Agreement between Helen Shaughnessy and the City of Auburn for property
located adjacent to Fulmer Field as described in the Option to Purchase
Resclution No. 3123
10/13/99
Page 1
Agreement, which is set forth as Exhibit "A" attached hereto and incorporated
herein by this reference. The purchase price of the property is $89,000, plus
related closing costs. The Mayor and City Clerk are hereby further authorized
to execute all additional documents required to finalize the purchase of said
property.
Section 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of
this legislation.
DATED and SIGNED this 1st day of November, 1999.
CITY OF AUBURN
CHARLES A. BOOTH
MAYOR
Resolution No. 3123
10/13/99
Page 2
ATTEST:
,~,~ ~)~, ~
Danielle E. Daskam
City Clerk
APPROVED AS TO FORM:
Michael J. Reyno ds
City Attorney '
Resolution No. 3123
10/13~99
Page 3
OPTION TO PURCHASE
THIS OPTION TO PURCHASE AGREEMENT (the "Agreement") is entered into as of
October _~/, 1999, by and between HELEN A. SHAUGHNESSY, as her separate estate and as
owner (hereinafier referred to as "Optionor") and CITY OF AUBURN, A WASHINGTON
MLrNICIPAL CORPORATION Optionee, (hereinafier referred to as "City");
Optionor is the owner of certain real property located at 601 'M' Street Northeast, Auburn, King
County, Washington and as further described on Attachment "A" to this option.
NOW, THEREFORE, for and in consideration of the covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Incorporation of Recitals. Each recital set forth above is hereby incorporated into
the body of this Agreement by reference.
#
2. Grant of Option. Optionor grants the City an option (the "Option") to purchase
the Property in the amount of EiGHTy NINE THOUSAND DOLLARS ($89,000). The
Purchase Price shall be payable in full upon closing of the sale of the Property.
3. Option Price. In consideration of the grant of option, the City shall pay to the
optionor the sum of ONE THOUSAND DOLLARS ($1,000) as the option payment. Said
Option payment shall be considered a portion of the Purchase Price at closing.
4. Contingency. The purchase by the City is contingent upon the Optionor obtaining
a partial release from the Wendover Corporation reverse mortgage, loan number 103804, with
assistance from the City.
5. Term. This option shall extend for a term of four (4) months commencing
October 8, 1999, and terminating February 8, 2000.
6. Termination of Option. City shall have the right to terminate the Option at any
time during the term of this Agreement upon written notice to Optionor. Upon termination or
expiration of the Agreement, City's obligation to make any further payments shall automatically
cease. Optionor shall be entitled to retain the Option Payment previously made by City and
neither party shall have any further rights under this Agreement.
7. Exercise of Option. The Option may be exercised by City at any time during the
Option Period by providing written notice to Optionor at the addresses noted in paragraph 17 of
this Agreement. If the City makes a written offer to purchase the real property, Exhibit "A", at
the Purchase Prices and contingencies removed the option rights to the real property shall be
considered exercised and the Optionor is obligated to sell the real property specified in the offer.
Exhibit "A", Resolution 3123
1 of 8
If the CITY does not exercise its option to purchase, the CITY may, at its option, remove any
improvements made by the City and restore the property to its original condition or leave said
improvements which will become the property of the Owner upon the expiration of this
Agreement.
8. Condition of Title. Optionor hereby agrees from and after the date hereof until
the termination of this Agreement or the closing of the sale of the Property, that (i) they will take
no action that will adversely affect title to or development of the Property; (ii) they will not
mortgage, encumber or permit the encumbrance of all or any portion of the Property without
City's prior written consent; and (iii) they will not enter into any written or oral contracts or
agreements with respect to the Property, except back-up offers to purchase.
9. Right of Entry. This Agreement shall allow the CITY, its employees, contractors,
and agents the right to enter upon the entire property of the Owners where necessary to conduct
activities necessary for preliminary testing and development of the site. These activities include
but are not limited to the following:
a. Surveying
b. Soil testing
c. Environmental assessment
d. Appraising
e. Design
10. Inspection and Evaluation of the Property. During the term of this Option
Optionor shall provide or make available to City for inspection and copying to the extent
available or within Optionor's possession or control, copies of all contracts, appraisals,
environmental surveys or audits of the Property or the improvements, tenant leases, certificates
of occupancy, soils reports, real property records, including copies of property tax assessment,
LID proposals, agreements, leasing proposals and any other documents and information in the
possession or control of Optionor and pertaining to the Property and all other items which City
deems reasonably necessary to conduct its review of the Property.
City shall have until the expiration of this Option in which to conduct its review of the
Property. Said review shall include periodic physical and engineering inspections of the
Property. Optionor agrees to cooperate with and assist City in the physical inspections of the
Property and such documents, books, records and information, provided that such inspections
shall be conducted during normal business hours or at such other time as is reasonable and
necessary to conduct the inspections. City shall repair any damage to the Property caused by
City, its employees or agents during such inspections.
11. Closing Date. Subject to Paragraph 11, the closing date for the purchase of the
Property (the "Closing Date") shall be 45 days after City provides written notice of its exercise of
the Option.
2 of 8
All utilities such as electricity, water, gas, oil, and real estate property taxes shall be
prorated to the date of closing. Any special assessments, L.I.D. assessments which are levied
against the property at the time of closing, shall be paid in full by the Optionor.
12. Covemental Approval. If the approval of any governmental agency is required
for the sale of the Property, it is understood and agreed that this Agreement is subject to
obtaining such approval. The closing date shall be extended for such period as may be required
to obtain such approval.
13. Title/Title Insurance. Subject to performance by the City, the Optionor agrees to
execute and deliver on the date of closing a Statutory Warranty Deed to the subject Property flee
and clear of all encumbrances except those which are acceptable to the City. City shall notify the
Optionor of any objection to the title within fourteen (14) days of the closing date. The Optionor
shall have until the closing date to remove said title objections. If Optionor is unable or
unwilling to cure or to insure over said exceptions by use of said efforts, Optionor shall so notify
City, and City shall have five (5) days to notify Optionor in writing of its election to either:
a. Terminate this Agreement, by written notice to Optionor, whereupon neither party
shall have any further rights or liabilities hereunder: or
b. Waive its objections to title and, in such event, Optionor shall remove or insure
over the exceptions that Optionor was able or willing to cure or insure, and the parties shall close
the transaction contemplated by this Agreement.
14. Closing Costs. Optionor shall pay the customary seller closing costs and
expenses in connection with this transaction: The City shall pay customary buyer closing costs
and expenses in connection with this transaction.
15. Survey: Subdivision. In the event a city, county, or other goveming authority
having jurisdiction over the Property requires a survey or plat or has a subdivision ordinance,
City shall, at City's expense, comply with such ordinance and take all steps necessary to obtain
such survey, plat or subdivision. Optionor agrees to cooperate with City in obtaining the
necessary approvals. The closing date shall be extended for such period as may be required to
obtain such approval.
16. Default: Remedies: Specific Performance. In the event of a material breach or
default in or of this Agreement or any of the representations, warranties, terms, covenants,
conditions or provisions hereof by Optionor, City shall have, in addition to a claim for damages
for such breach or default, in addition and without prejudice to any other right or remedy
available under this Agreement or at law or in equity, the fight to (a) demand and have specific
performance of this Agreement; (b) demand injunctive relief to enforce any provision of this
Agreement; or (c) terminate this Agreement upon written notice without liability to Optionor.
3 of 8
17. Indemnity. Optionor shall indemnify, and hold City harmless from and against
any costs, expenses and liabilities, including without limitation reasonable attomeys' fees, which
City may suffer or incur in connection with (i) its ownership of the Property resulting from any
action or inaction of Optionor, its agents or employees occurring before the Closing; (ii) any
misrepresentation in or omission of any material documents, items or information to be
submitted by Optionor to City relating to the Property or its operations known by Optionor; or
(iii) failure of Optionor to perform any of its obligations hereunder.
18. Environmental Concerns. The Optionor warrants that no hazardous substance,
toxic waste, or other toxic substance has been produced, disposed of, or is or has been kept on
the premises which if found on the property would subject the owner or user to any damages,
penalty, or liability under an applicable local, state or federal law or regulation. Optionor shall
indemnify and hold harmless the City with respect to any and all damages, costs, attorneys' fees,
and penalties arising from the presence of such substances on the premises, except for such
substances as may be placed on the premises by the City.
19. Notices. All notices, demands, requests, consents and approvals which may, or
are required to, be given by any party to any other party hereunder shall be in writing and shall
be deemed to have been duly given if delivered personally, sent by a nationally recognized
overnight delivery service, or if mailed or deposited in the United States mail-and sent by
registered or certified mail, remm receipt requested, postage prepaid to:
City at: Public Works Department
25 West Main Street
Auburn, WA 98001-4998
Option. or at: 601 M Street NE
Auburn, WA 98002
or tO such other addresses as either party hereto may from time to time designate in writing and
deliver in a like manner. All notices shall be deemed complete upon actual receipt or refusal to
accept delivery.
20. Assignment. This Agreement and all rights, title and interest of City are fully
assignable by City to another governmental entity.
21. Amendment. Waiver. No modification, termination or amendment of this
Agreement may be made except by written agreement or as otherwise may be provided in this
Agreement. No failure by Optionor or City to insist upon the strict performance of the other
party's obligation hereunder shall constitute a waiver of strict performance thereafter of all of the
other party's obligations hereunder. All the terms, provisions, and conditions of this Agreement
shall inure to the benefit of and be enforceable by Optionor and City and their respective heirs,
legal representatives, successors and assigns.'
4 of 8
22. Merger of prior Agreements. This Agreement and the exhibits hereto constitute
the entire agreement between the parties with respect to the purchase and sale of the Property and
supersedes all prior and contemporaneous agreements and understandings between the parties
hereto relating to the subject matter hereof.
23. Neutral Authorship. Each of the provisions of this Agreement has been reviewed
and negotiated, and represents the combined work product of both parties hereto. No
presumption or other rules of construction which would interpret the provisions of this
Agreement in favor of or against the party preparing the same shall be applicable in connection
with the construction or interpretation of any of the provisions of this Agreement.
24. No Waiver of Eminent Domain Power. Nothing in this Agreement shall
constitute, or be construed as constituting, any limitation upon City or any waiver by City with
respect to its exercise of the power of eminent domain in connection with any property.
25. Time is of the Essence. Time is of the essence in the performance of this
Agreement.
26. Severability. In case any one or more of the provisions contained in the
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid, illegal or unenforceable provision had never
been contained herein.
27. Remedies Cumulative. Except as otherwise expressly provided herein, the rights
and remedies given herein to Optionor and City shall be deemed cumulative, and the exercise of
one or more of such remedies shall not operate to bar the exercise of any other rights reserved to
Optionor or City under the provisions of this Agreement or given to Optionor or City by law.
28. Governing Law: Venue. This Agreement and the rights of the parties hereto shall
be govemed by and construed in accordance with the laws of the State of Washington and the
parties agree that in any court action to enfome this Agreement, venue shall lie exclusively in
King County, Washington.
29. Closing. The Closing of the sale and purchase of the Property shall occur in
escrow at the Auburn office of Pacific NW Title Insurance Company (the "Title Company").
The term "Closing" shall mean the consununation of the transaction contemplated hereunder as
evidenced by the delivery of the deed and the payment of purchase price.
5 of 8
IN WITNESS WHEREOF, THIS AGREEMENT has been made, signed and sealed by
this ~
the parties hereto 7. . day ofCr-~ ~r , 1999.
OPTIONOR CITY OF AUBURN
Attest:
Danielle E. Daskam, City Clerk
6 of 8
STATE OF WASHINGTON)
County of King )
I certify that I know or have satisfactory evidence that
is/are the person(s) who appeared before me, and said individua!(~cknowledged that
he/she/they signed this instnunent and acknowledged it to be his/her/their flee and voluntary act
for the uses and purposes mentioned in this instnunent.
Dated tol-~[ q~
: : -~_ , -
~,,~,,',6~~:''~ My appointment expires t t I q ( c3 /
STATE OF WASHINGTON)
)ss.
County of King )
I certify that I know or have satisfactory evidence that Charles A. Booth and Danielle E. Daskam
were the persons who appeared before me, and said persons acknowledged that they signed this
instrument, on oath stated that they were authorized to execute the instntment and acknowledged
it as the MAYOR and CITY CLERK of the CITY OF AUBURN to be the flee and voluntary
act of such parties for the uses and purposes mentioned in this instntm~nt.
Dated//- ~L- q ~
~x~ My appointment expi~s /,~ - q
CB/bd
REF. H:XPROJXPR629-11XE99-1085
7 of 8