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REAL ESTATE PURCHASE AND SALE AGREEMENT
CITY OF AUBURN
This Agreement is made and entered into by and between the purchaser, CITY
OF AUBURN (the "City"), and ALLEN SANGSTON (the "Seller"), a single man.
WITNESSETH:
Whereas, the City and the Seller are desirous of entering into an agreement
whereby the City will purchase property owned by the Seller.
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. SALE OF PROPERTY. The Seller shall sell, convey and transfer to the City,
and the City shall purchase, acquire and take from the Seller, the real property generally
located at 612 9th Street SE in the City of Auburn, King County, Washington, legally
described as:
LOT 6, BLOCK 3, WALNUT LAWN SECOND ADDITION TO AUBURN,
ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 25
OF PLATS, PAGE 30, RECORDS OF KING COUNTY, WASHINGTON
SITUATE IN THE CITY OF AUBURN, COUNTY OF KING, STATE OF
WASHINGTON. Tax Parcel No. 915060-0030-00.
and all herediments, appurtenances, improvements, and buildings belonging or in any
way appertaining to the "Property".
2. EARNEST MONEY DEPOSIT. The City agrees to pay herewith ONE
THOUSAND US Dollars ($1,000.00) as earnest money, in the form of a City of Auburn
promissory note to be deposited with the closing agent as payment on the purchase
price, payable to the Seller upon closing.
3. PURCHASE PRICE. The purchase price for the Property is 7W0 HUNDRED
THOUSAND US Dollars ($204,000.00), which amount includes the Earnest Money
Deposit amount. The parties acknowledge that the purchase price represents the fair
market value of the Property. The agreed upon amount is payable by City warrant at
closing.
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4. CONDITION OF PROPERTY. Unless othenvise described in this paragraph
the City offers to purchase the Property in an "as is" condition, with all physical defects,
except those identified in paragraph 13, herein, including those that cannot be observed
by casual inspection. Physical defects known to the Seller at the time of closing which
are not observable by casual inspection shall be disclosed to the City.
OTHER CONDITIONS OF PURCHASE:
5. REPRESENTATIONS OF SELLER. The Seller hereby represents to the City
the following:
_ (A) To the best of the Seller's knowledge there are no pending special
assessments or condemnation actions with respect to the Property or any part thereof,
and the Seller has no knowledge of any special assessment or condemnation actions
being contemplated, and;
(B) There is no pending litigation or suit threatened or asserted which could result
in a lis pendens being lawfully filed against the Property, and;
(C) The Seller will cooperate with the City and execute all documents necessary
to remove or release liens, assessments, encumbrances, mortgages or deeds of trust in
order to deliver to the City marketable title to the Property;
(D) The Seiler has good and marketable title and fee simple to the Property,
which is not subject to any liens, encumbrances, restrictions, or easements of any kind
except those which have been disclosed on the Commitment for Title Insurance
received by the City; and
(E) Neither the execution of this agreement, nor the performance of any of the
terms or provisions hereof, violates, or shall violate, or conflicts with in any material
aspect or constitutes a default under, any existing contract document understanding,
agreement or instrument to which the Seller is a party, or by which the Seller may be
' bound.
6. CLOSING. The closing date shall be / i- unless the
Parties agree to another time. The place of closing shall be at
. The Seller shall be
responsible and entitled to have all closing documents reviewed by its own counsel or
agent prior to closing. The risk of loss to the improvements, if any, on the Property prior
to closing shall be Seller's and in the event of damage or destruction, the City shall be
entitled to terminate this agreement. The City may postpone closing or terminate this
agreement if it reasonably appears to the City that the Seller has misrepresented the
condition of title, marketability of the Property or any other matter contained in
Paragraph 4, above.
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7. SELLER'S CLOSING DOCUMENTS. At the closing, the Seller shall produce
and execute:
(A) a Warranty Deed (The "Deed"), duly executed and acknowledged in a
recordable form, conveying to the City marketable title to the Property free and clear of
all liens, assessments, deeds of trust, mortgages, or encumbrances except those
expressly agreed to by the City;
(B) a detailed statement, prepared by the escrow officer and/or the closing
attorney, setting forth the appropriate adjustments and prorations to be made at the
closing;
(C) a completed Seller's Disclosure Statement; and
(D) all other documentation reasonably required by the City.
8. EXPENSES.
A. Expenses of Seller. The Seller shall pay:
(i) real estate taxes prorated to the date of closing; (ii) all assessments, liens, mortgages, deeds of trust or other
encumbrances (ie. real estate excise tax);
(iii) the Seller's attorney fees; and
(iv) all other expenses incurred by Seller which relate to the Property;
(v) title insurance premiums.
B. Expenses of City. The City shall pay:
(i) all recording fees;
(ii) its attorney fees;
(iii) real estate taxes due after the closing date, if any.
9. POSSESSION. The Seller shall deliver possession of the Property to the City
on the date of closing.
10. TIME. Time is of the essence of this Agreement.
11. TITLE EXAMINATION. This Agreement is subject to and conditioned on the
Seller providing to the City clear title to the real property, to the City's satisfaction, as
shown on a Policy of Title Insurance covering the purchase of the Property in the
amount of the cash purchase price, provided and paid for by the Seller. In the event that
Seller is unable to cure any title encumbrances which are unacceptable to the City, the
City may at its option: (1) terminate this agreement by written notice, whereupon no
party shall have any further liability under this agreement; or (2) postpone the date of
closing for up to sixty (60) days, during which time Seller shall use all reasonable efforts
and expend reasonable sums as may be necessary to cure the objections of the City. If
the objections to title are not cured on or before the closing date, as postponed, the City
may terminate this agreement or waive the objections to title.
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12. COMMISSION. The Seller warrants and represents to the City that if any
real estate brokerage commission or fees are payable, the Seller hereby indemnifies the
City from and against any and all claims for any real estate brokerage commission fees
which may arise as a result of any acts of the Seiler. The Seller will pay any real estate
fees at closing, unless agreed othenvise.
13. HAZARDOUS WASTE. To the best of the Seller's knowledge the Property is
not in violation of any federal, state or local law, ordinance, or regulation relating to the
environmental conditions on, under, or about the Property, including but not limited to,
soil and ground water conditions, and that during the time in which the Seiler owned the
Property, neither the Seller nor, to the best of the Seller's knowledge, any third party has
used, generated, stored, or disposed of, on, under, or about the Property or transported
to or from the Property any hazardous waste, toxic substances, or related materials (the
"Hazardous Materials"). For the purposes of this paragraph, Hazardous Materials shall
include, but is not limited to, substances defined as "Hazardous Substances,"
"Hazardous Materials," "Hazardous Waste," "Toxic Substances," in the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended, and
RCW Title 7 and the regulations promulgated pursuant to such laws.
The Seller will indemnify and hold harmless the City from all required
remediation, damage, claim or loss (including attorney fees incurred in defending any
claim) arising from the placement, storage, disposal or release on the Property of any
Hazardous Materials during such time as the Seller was in possession or had any
interest in the Property. This indemnification and hold harmless shall survive and not be
merged into the deed delivered by the Seller to the City for the Property.
If prior to the closing date the City discovers that the Property contains any
Hazardous Waste, of which it has not been previously advised, the City may terminate
this Agreement.
14. CONDEMNATION. The City and the Seller acknowledge that the Property
being sold/purchased hereunder ❑ is, ❑ is not, being purchased under the threat of
condemnation pursuant to RCW Title 8.
15. 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
Department of Administration
25 W. Main St.
Auburn WA 98001
Copy to: Office of the City Clerk
25 W. Main St.
Auburn WA 98001
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Seller: Allen Sangston
11723 NE 142nd Street
Kirkland, WA 98034
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.
16. 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. No 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.
17. 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.
18. CITY APPROVAL. The Seller acknowledges that this Agreement does not
bind the City of Auburn until the Mayor executes the Agreement.
19. SELLER DISCLOSURE STATEMENT. The Seller shall, within five (5) days
of accepting this Agreement, deliver to the City a completed, signed and dated Real
Property Transfer Disclosure Statement substantially in the form set forth in RCW
64.06.020. The City shall within three business days, or as otherwise agreed to, after
receipt of the Real Property Transfer Disclosure Statement have the right to (1) approve
and accept the Real Property Disclosure Statement; or (2) rescind this Agreement
pursuant to the Citys sole discretion. If the City elects to rescind the Agreement, the
City will deliver written notice of rescission to the Seller within the above three (3)
business day period, or as otherwise agreed. Upon delivery of a rescission statement,
the City shall be entitled to immediate return of all deposits and other consideration paid
to Seller. If City does not deliver a written rescission notice, the Real Property Transfer
Disclosure Statement will be deemed approved.
20. DEFAULT AND ATTORNEY'S FEES. In the event that either party fails,
without legal excuse, to perform any obligation under this Agreement, then the other
party may, at its option, bring suit against the party failing to perform for the other party's
actual damages, or pursue any other rights or remedies available at law or in equity.
If either party institutes suit concerning this Agreement, the prevailing party is
entitled to its court costs and reasonable attorneys fees. In the event of trial, the court
shall fix the amount of the attorney's fees. Venue of any suit shall be in the county in
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which the property is located, and this Agreement is to be governed by the laws of the
state where the property is located.
21. 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.
22. TIME LIMIT FOR ACCEPTANCE. The City offers to buy the property on the
above terms and conditions. The Seller has until midnight of , 200 to
accept this offer (if not filled in, the day following the City's signature date below.)
Acceptance is not effective until a signed copy hereof along with any earnest money is
actually received by the office of Closing Agent. If this offer is not so accepted, it shall
lapse.
22. SIGNATURES:
CITY OF AUBURN (Purchaser): SELLER:
PETER B. LEWIS, MAYOR ALLEN SANGSTON
CITY OF AUBURN 11723 NE 142"d ST.
25 W. MAIN ST. KIRKLAND, WA 98034
AUBURN, WA 98001 Phone: q~- FCerG - Fr 3ttq
253-931-3041 (phone) FAX: y zr - 8 q~- fr a s fr
53-288-3fi32 (fax)1
~ - ama~n a ~
(sig ature) (signature)
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(date) (date)
ATTEST
CIT LERK
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STATE OF WASHINGTON )
) ss
COUNTY OF )
On this day of 200c6~_,
before me, the undersigned, a Notary Public in and for the State of
Washington, duly commissioned and sworn, personally appeared Peter B.
Lewis and Danielle Daskam, to me known as the Mayor and City Clerk, for
the City of Auburn, the municipal corporation who executed the within and
foregoing instrument, and acknowledged the said instrument to be the free
and voluntary act and deed of said City of Auburn, for the uses and
purposes therein mentioned, and on oath stated that they are authorized to
execute said instrument on behalf of said municipal corporation.
IN WITNESS ~(HEREOF, I have hereunto set my hand and affixed my
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official seal orl~yh(A.Mreinabove set forth. •
_ `~CO•`SIOR~~I'~~~is .
GTA
. ~ ~i ~.th.r .u-✓
NOTARY PU IC in and fo k,he,State of
eL~c Washington, residing at
e_~2 ;~dp ` MY COMMISSION EXPIRES: ^ a z~~i z-
OP 1WASN\NG ~
STATE OF WASH~1'N1UTO1V )
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COUNTY OF i
On this 30 ~ day of er , 200Z, before
me, the undersigned, a Notary Public in and for the State of Washington,
duly commissioned and sworn, personally appeared Allen Sangston, a single
man, to me known as the who executed the within and foregoing
instrument, and acknowledged the said instrument to be his free and
voluntary act and deed for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal on the date hereinabove set forth.
,r4i4&' ? , ~~~~-f'~/1`~
~ e NOTARY PUBLIC ' and for the Sta e of
~v r.
_ U°Washington, residing at ` y
o qR~ MY COMMISSION EXPIRE 10 -Z9.
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ADDENDUM TO REAL ESTATE PURCHASE AND SALE AGREEMENT
This Second Addendum to Real Estate Purchase and Sale Agreement
("Addendum") is entered into this 30th day of December, 2008 between the City of
Auburn ("City") and ALLEN SANGSTON ("Seller").
Recitals:
1. The Parties entered into a Real Estate Purchase and Sale Agreement ("AgreemenY') on
October 30, 2008 under which the City agreed to purchase a certain parcel of land from
Seller.
2. The Parties wish to extend the closing date of the Agreement.
AQreement:
In consideration of the rriutual promises;contained herein, the Parties agree to amend the
Agreement as follows:
1. Section 6 of the Agreement is amended to change the Closing Date from December 1,
2008 to January 15, 2009.
--end of page--
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2. All other terms and conditions of the Agreement remain in full force and effect.
This Addendum may be signed in duplicate original effective as of the date first above
written.
AUBURN ALLENSANGSTON
11723 NE 142"d ST
Kirkland, WA 98034
Peter B. ewis, Mayor Allen Sangston ,
Attest:
G~'~ ,
Dani le Daskam, City Clerk
Appro d as to form:
Daniel B. eid, Auburn City Attorney )
c~T~ 44° J
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