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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.
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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
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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
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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.
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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
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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
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Peter B. Lewis, Mayor
Date
ACCEPTED this 1q-~'' day of ll1'7/ , 200Z
BUYER
(Print name) C.-/S 'Re~,
/ ll'rle,
Date
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