Loading...
HomeMy WebLinkAboutFamily Life Center Church of GodA 3.L (o .1q A PURCHASE AND SALE AGREEMENT CITY OF AUBURN AND FAMILY LIFE CENTER CHURCH OF GOD THIS AGREEMENT is made and entered into by and between the sellers, CITY OF AUBURN (the "City"), and the Family Life Center Ghurch of God ("Buyer"). WITNESSETH: Whereas, the City owns three portable structures hereafter referred to collectively as the "Structures" that the other is interested; and Whereas, the City has the Structures bid for demolition and is wiliing to sell the Structures to the Buyer as long as the Buyer can remove the structures from the site by midnight November 30, 2008. NOW, THEREFORE, in consideration of the following terms, conditions and covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, IT IS AGREED by the parties as follows: 1. TRANSFER OF PROQERTY. The City shall convey and transfer to Buyer and the Buyer shall acquire and take fram the City, three modular Structures described as follows: Structure 1: consisting of approximately 3,036 square feet Structure 2: consisting of approximately 1,536 square feet Structure 3: consisting of approximately 2,072 square feet 2. PURCHASE PRICE. The purchase price for the Structures is five thousand US Dollars ($5,000.00). The parties acknowledge that the purchase price represents the agreed upon price for the Structures. The agreed upon amount is payable upon execution of this Agreement. 3. POSSESSiON. The Buyer shall take possession of the Structures and have the Stnactures removed from the site no later than midnight November 30, 2008. If any of the Structures remain of site after the Navember 30, 2008 deadline they will inure back to the City at no additional cost to the City. Both Parties recognize that the City is under a strict cons#ruction timefine and delays of any nature are unacceptable to the City therefore the Buyer is willing to accept this clause as a condition of sale. 4. TIME. Time is of #he essence of this Agreement. 1 5. NOTICES. Any notices required or permitted to be given shall be in writing and delivered either in person or by certified mail, return receipt requested, postage pre- paid, addressed as follows or such other address as may be designated by either party: City City of Auburn Human Resources Department 25 W. Main St. Auburn WA 98001 Buyer -/e ~ 138 /f S~ ~S'L' s~~ 3,asF =l 7p Any notice given pursuant to this Agreement shall be deemed effective the day it is personally delivered or three (3) business days after the date it is deposited in the United States mails. 6. ENTIRE AGREEMENT/MODIFICATION. This written Agreement constitutes the entire and complete Agreement between the parties hereto and supersedes any prior oral or written agreements between the Parties with respect to the Property. It is expressly agreed that there are no verbal understandings or agreements, which in any way change the terms, covenants, and conditions herein set forth. tVo modifications of this Agreement and waiver of any of its terms and conditions shall be effective unless in writing and duly executed by the parties hereto_ 7. BINDING EFFECT. All covenants, agreements, warranties and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and assigns. 8. CITY COUNCIL APPROVALS. The Buyer acknowledges that this Agreement does not bind the Cities until (1) the Mayor of the City of Auburn, executes the Agreement and (2) the Auburn City Council approves the surplus of the Structures. 9. DISCLOSURE STATEMENT. The Buyer hereby acknowledge that the City does not guarantee the condition of this above-described Structures in any fashion and that no warranty of any kind has been or is being made by the Seller as regards these Structures. The Structures are used and the City does not certify that they have not been modified or altered from their original design. The City does not certify or warrant that the Structures are safe or fit for any particular use and the Buyer relies wholly upon their own observations and inspection of the equipment in determining what use Buyer might make of the Structures in 2 the future and as to its safe or unsafe condition. The Buyer recognizes and acknowledges that the above-described Structures are being sold by the City in an "as is" condition, without warranty as to its working condition, fitness for any particular purpose or safety and that any verbal representations to the contrary are repudiated hereby in this document. Furthermore, in consideration of the City's agreement to sell Buyer these Structures at the price stated above, Buyer, on behalf of themselves, their heirs, assigns and personal representatives, waive and release any and all rights and causes of action for damages or injury which Buyer may have or which may accrue to Buyer hereafter, whether now known or unknown, against the City, its employees, officials, officers and agents for any and all loss, damage or injury or claim or legal action thereof on account of any injury or death to me or my property arising out of or in connection with the use and/or ownership of the Structures purchased herein. I further agree to hold harmless, defend and indemnify the City, its employees, officials, officers and agents from any and ali claims of liability for injury or damage suffered by third parties or entities arising out of my use or ownership of the Structures being purchased herein. 10. DEFAULT AND ATTORNEY'S FEES. In the event that any party fails, without legal excuse, to perform any obligation under this Agreement, then the other parties may, at their option, bring suit against the party failing to perForm for the other parties' actual damages, or pursue any other rights or remedies available at law or in equity. If one or more parties institute suit concerning this Agreement, the prevailing party or parties shall be entitled to court costs and reasonable attorney's fees. In the event of trial, the court shall fix the amaunt of the attorney's fees. Venue of any suit shall be in King County, and this Agreement is to be governed by the laws of the State of Washington. 11. LEGAL RIGHTS. EACH OF THE PARTIES SHALL SUBMIT THIS AGREEMENT TO THEIR ATTORNEYS AND TAX SPECIALISTS FOR THEIR REVIEW AND APPROVAL PRIOR TO SIGNING THIS AGREEMENT. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY ONE PARTY TO THE OTHER PARTY AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS AGREEMENT, THE TRANSACTION DESCRIBED HEREIN, OR ANY ATTACHMENTS TO THIS AGREEMENT. 12. TIME LIMtT FOR ACCEPTANCE. The City offers ta sell the Structures on the above terms and conditions. Acceptance is not effective until a signed copy hereof along with any money is actually received by the City. If this offer is not so accepted, it shall lapse. 13. ASSIGNMENT. No party to this Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other parties hereto. 3 14. AMENDMENT. MODIFICATION OR WAIVER. No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver by any party of any default of another party sha11 not effect or impair any right arising from any subsequent default. Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this Agreement. 15. RIGHT TO ENTER PROPERTY. The City has offered to provide a non- exclusive license to enter onto the property located in Auburn, WA 98002 King County tax parcel number 1921059308 (hereafter referred to as the "Premises") to Buyer upon execution of this Agreement until midnight on November 30, 2008; and The City shail be held harmless and indemnified for any acts related to Buyer's use of the Premises, the parties mutually agree as follows: In consideration of the provision of these services to Buyer, Buyer agrees that for use of the Premises to evaluate, inspect, and move the Structures from the site related to this Agreement will be rendered or performed entirely at Buyer's own risk and Buyer expressly agrees to indemnify and hold harmless the City and all of its officers, officials, agents, employees and volunteers, from any and all liability, loss or damage, including reasonable costs of defense that the City may suffer as a result of claims, demands, actions, damages, injury or death to any and all persons or praperty, costs, expenses, attorneys' fees, or judgments against the City which result from, arise out of, or are in any way connected with the use of the Premises by the Buyer, its officials, officers, agents, employees, and volunteers hereunder except for injuries and damages caused by the sole negligence of the City. 16. INDEMNIFICATION. Each party hereto ("Indemnifying Part}~') shall indemnify, defend and hold harmless the other parties hereto and their officers, agents and employees, or any of them ("tndemnified Party or Parties") from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, including attorney fees, by any reason of or arising out of the act or omission of the Indemnifying Party, its officers, agents, employees, or any of them relating to or arising out of the performance of this Agreement except to the extent a court of competent jurisdiction finds that the claim, action, suit, liability, loss, cost, expense, or damage is caused by the Indemnified Party or Parties. If a final judgment is rendered against an Indemnified Party or Parties, or jointly against an Indemnified Party or Parties and the Indemnifying Party, the Indemnifying Party shall satisfy the same to the extent that such judgment was due to the Indemnifying Party's negligent acts or omissions. 17. CAPTIONS, HEADINGS AND TITLES. All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only 4 and shall not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply. As used herein, where appropriate, the singular shall include the plural and vice versa and masculine, feminine and neuter expressions shall be interchangeable. Interpretation or construction of this Agreement shall not be affected by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. 18. SEVERABLE PROVISIONS. Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 19. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. 27. SIGNATURES: CITY OF WcBQR ~ ~ Peter B. Lewis, Mayor Date ACCEPTED this 1q-~'' day of ll1'7/ , 200Z BUYER (Print name) C.-/S 'Re~, / ll'rle, Date 5