HomeMy WebLinkAbout4901 RESOLUTION NO 4 9 0 1
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR
AND CITY CLERK TO EXECUTE A PURCHASE AND SALE
AGREEMENT BETWEEN THE CITY OF AUBURN AND
RIVER MOBILE ESTATES FOR REAL PROPERTY
WHEREAS, the City owns real property that it no longer needs for
municipal purposes and which it has surplused under Resolution No 4900; and
WHEREAS, HCA Management, dba The River, dba River Mobile
Estates, a California General Partnership, desires to purchase said property;
and
WHEREAS, the City of Auburn and River Mobile Estates have
negotiated an agreement that is beneficial to both parties at a cost that is
acceptable to the City;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows:
Section 1. The Mayor of the City of Auburn and the Auburn City Clerk
are hereby authorized to execute a Purchase and Sale Agreement between the
City of Auburn and River Mobile Estates for the purchase of real property which
agreement shall be in substantial conformity with the Agreement a copy of
which is attached hereto, marked as Exhibit "A" and incorporated herein by this
reference.
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Resolution No. 4901
January 10, 2013
Page 1 of 3
Section 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of
this legislation.
Section 3. This resolution shall be in full force and effect upon
passage and signatures hereon.
Dated and Signed this day of 12013
O
PETER B. LEWIS, MAYOR
ATTEST
Danielle E. Daskam, City Clerk
APPROVED AS TO FORM:
d4�uj Q
Darnel B H W , City orney
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Resolution No. 4901
January 10, 2013
Page 2 of 3
Exhibit A - Purchase and Sale Agreement
between the City of Auburn and River Mobile Estates
for the purchase of real property
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Resolution No. 4901
January 10, 2013
Page 3 of 3
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of
the 31 S r day of U 2013, by and between the CITY OF AUBURN, a
Washington municipal ction, as Seller (hereinafter the "City" or "SELLER"), and
HCA Management dba THE RIVER, dba RIVER MOBILE ESTATES, a California
General Partnership (hereinafter the "Buyer").
RECITALS
A. The SELLER is the owner of certain real property and all improvements
thereon located in the City of Auburn, County of King, Washington, at the common
address of 3460 I St. NE (King County Tax Parcel No. 000400-0098) which is legally
described as follows:
Lot D of City of Auburn Short Plat No. 20-80, as recorded under Survey
Number 8101079005 and corrected by affidavit under Recording Number
8104280802, being a portion of the Harvey H. Jones Donation Land Claim
located in Section 6, Township 21 North, Range 5 East, W .M., in King
County, Washington;
TOGETHER WITH an easement for ingress and egress as provided in
instrument recorded under Recording Number 8402020439 and clarified by
instrument recorded under Recording Number 9007311728
B The Buyer desires to purchase from the City approximately 5.95 acres of
the above described property which portion is more specifically described on the
warranty deed (the "Acquired Property"), said deed being attached hereto as Exhibit "A"
and incorporated herein by this reference (the "Deed").
C. City desires to sell the Acquired Property to Buyer, on the terms and
conditions set forth herein.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, Buyer and City hereby agree as
follows:
1 Certain Defined Terms. For purposes of this Agreement, the terms set forth
below shall have the meaning assigned to them:
1 1 "Closing" or "Close of Escrow" means the recordation of the Deed in the Official
Records and SELLER's receipt of the Purchase Price.
City of Auburn/River Mobile Estates Agreement
1.29 13
Page I of 16
1.2 "Closing Date" means any mutually agreeable date on or before
2013.
1.3 "Escrow means the escrow opened with Escrow Agent for the consummation of
the transaction described in this Agreement.
14 "Escrow Agent" means Stephani Owens of Stewart Title Company (Phone: (206)
770-8811).
1.5 "Official Records" means the official real property records of King County,
Washington.
1.6 "Opening of Escrow" means the date a fully executed copy of this Agreement is
deposited with Escrow Agent.
17 "Permitted Exceptions" has the meaning as set forth in Section 6.4 below
1.8 "Purchase Price" has the meaning as set forth in Section 3
1.9 "Title Company" means Stewart Title Company
1 10 "Title Policy" means an ALTA (1970 Form B) extended coverage owner s policy
of title insurance issued by the Title Company to Buyer with coverage in the amount of
purchase price, showing title to the Acquired Property vested in City subject only to the
Permitted Exceptions.
2. Purchase and Sale. The City agrees to sell to Buyer, and Buyer agrees to purchase
from City, the Acquired Property upon the terms and conditions set forth in this
Agreement.
3. Purchase Price; Cash Payment. The total cash purchase price for the Acquired
Property (the "Purchase Price") shall be One Hundred Thousand Dollars per acre, with a
proportionate amount for any percentage of an acre. The Purchase Price shall be paid to
City in cash at Closing.
4 Covenants, Conditions, Restrictions. This Agreement shall include Buyer's right
to purchase a storm water drainage easement for a below grade storm water conveyance
facility which shall be legally described and depicted in Exhibit "C" to this Agreement.
The parties agree to work in good faith together, if necessary to prepare a temporary and
permanent easement. The initial easement will be initially described as temporary and it
will be based on the current 60% proposed conceptual site plan, River Mobile Estates,
CHS Engineers, whereby the proposed storm system includes a detention pond with a
storm water outlet pipe leading southeasterly to an outlet to an existing outfall to the
Green River. This easement may be obstructed by the future Levee Project, with the
outfall being relocated by the King County Flood Control District for the Reddington
City of Auburn/River Mobile Estates Agreement
1.29 13
Page 2 of 16
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automatically terminate, the Deposit shall be returned to Buyer, and Buyer's rights under
this Agreement shall be of no further force or effect.
6.2 Reserved.
6.3 Title Commitment. Promptly after mutual execution of this Agreement, Seller
shall obtain an extended preliminary title insurance commitment covering the Acquired
Property from the Title Company (the "Commitment") as is consistent with Section 9
together with copies of all recorded documents listed as special exceptions therein.
Approval by Buyer of the exceptions to title set forth in the Commitment (other than as
hereinafter set forth) shall be a condition precedent to Buyer's obligation to purchase the
Acquired Property Unless Buyer gives written notice that it disapproves the exceptions
to title shown on the Commitment (other than the exceptions to title approved by Buyer
and described in Section 6.4 below), stating the exceptions so disapproved, within sixty
(60) days after the date of this Agreement, Buyer shall be deemed to have approved such
exceptions. If Buyer disapproves any title exceptions, City shall have a ten (10) day
period after its receipt of Buyer's written notice of disapproval of the same within which
to provide written notice to Buyer as to which of such disapproved title exceptions the
City will remove (or cause to be removed) from title; provided, however that City shall
not be required to actually remove such exception(s) until Closing. If, for any reason,
City's notice given pursuant to the immediately preceding sentence does not covenant to
remove all of Buyer's disapproved title exceptions at or prior to Closing, Buyer shall
have the right to terminate this Agreement by written notice to City and Escrow Agent
given within ten (10) days after the earlier of the expiration of such ten (10) day period or
the date City informs Buyer that it does not intend to remove the disapproved items (the
"Termination Notice"). Buyer's failure to deliver the Termination Notice within such ten
(10) day period shall be deemed Buyer's approval of any such previously disapproved
title exception. If Buyer delivers the Termination Notice within such ten (10) day period,
the obligation of City to sell, and Buyer to buy, the Acquired Property as herein provided
shall terminate and the Deposit shall be returned to Buyer Buyer shall have the option to
waive the condition precedent set forth in this Section 6.3 by written notice to Seller In
the event of such waiver, such condition precedent shall be deemed satisfied.
6.4 Permitted Exceptions. In addition to such other exceptions to title as may be
approved by Buyer pursuant to the provisions of Section 6.3 above, Buyer shall accept
title to the Acquired Property subject to the following (collectively, the "Permitted
Exceptions"):
6.4 1 The printed exceptions which appear in the ALTA (Form 1970B) form extended
coverage owner's policy of title insurance issued by Title Company in the State of
Washington; and items created by, or on behalf of, Buyer.
6.5 No New Leases or Contracts. Prior to Closing, City shall not enter into any new
leases, contracts or agreements affecting the Acquired Property without the prior written
consent of Buyer, except the City may enter into interim contracts or agreements in
City of Auburn/River Mobile Estates Agreement
1.29 13
Page 4 of 16
connection with the management, maintenance, repair or preservation of the Acquired
Property in the normal course of business if each such contract or agreement expires or is
terminated at or prior to Closing.
7 Buyer's Right of Entry Buyer, and its agents and consultants, at Buyer's sole
expense and risk, may enter the Acquired Property during the term of this Agreement at
reasonable times scheduled in advance with City for the purpose of Buyer's due diligence
study of the Acquired Property Buyer shall (a) exercise care at all times on or about the
Acquired Property, and (b) take precautions for the prevention of injury to persons or
damage to property on or about the Acquired Property Buyer shall keep the Acquired
Property free from all mechanics', materialmen's and other liens, and all claims thereof,
arising from any work or labor done, services performed, or materials and supplies
furnished in with Buyer's actions in the exercise of its right of entry on the Acquired
Property and Buyer shall indemnify and defend City against and hold City harmless from
all such liens and claims.
8. Closing.
8.1 Time for Closing. This purchase and sale shall be closed in the office of Escrow
Agent on the Closing Date. Buyer and City shall deposit in Escrow with Escrow Agent
all instruments, documents and monies necessary to complete the sale in accordance with
this Agreement. Funds held in reserve accounts pursuant to escrow instructions shall be
deemed, for purposes of this definition, as available for disbursement to City
8.2 Closing Costs.
8.2.1 City Costs. City shall pay (a) the premiums for the standard coverage portion of
the Title Policy including applicable sales tax, (b) one-half ('/2) of all escrow fees and
costs and, (c) City's share of prorations, if any This sale is exempt from real estate
excise taxes under Washington Administrative Code Section 458-61A-205
8.2.2 Buyer s Costs. Buyer shall pay (a) one-half(�/2) of all escrow fees and costs, (b)
the recording fees for the Deed, (c) Buyer's share of prorations, if any, and (d) any
additional premium charged for extended coverage for the Title Policy and any additional
endorsements or coverage Buyer may require, including applicable sales tax.
8.2.3 Other Costs. Buyer and City shall each pay its own legal fees and fees of its own
consultants. All other costs and expenses shall be allocated between Buyer and City in
accordance with the customary practice of King County Washington.
8.3 Real Property Taxation. City shall be responsible for all real property taxes due
and owing prior to the Closing.
8.4 Closing Documents.
City of Aubum[River Mobile Estates Agreement
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8.4 1 City's Documents. At Closing, City shall deliver to Escrow Agent the following
instruments and documents:
8.41 1 The executed and acknowledged Deed in the form attached hereto as
Exhibit"A,"conveying the Acquired Property to Buyer;
8.4 1.2 The executed real estate excise tax affidavit to accompany the Deed; and
8.4 1.3 An executed nonforeign person affidavit in the form required under
Section 1445 of the Internal Revenue Code.
8.4.2 Buyer's Documents. At Closing, Buyer shall deliver to Escrow Agent the
following funds, instruments and documents:
8.4.2.1 The balance of the Purchase Price in accordance with Section 3,
8.4.2.2 The executed real estate excise tax affidavit referenced in Section 8.4 1.2
above.
8.5 Possession. Buyer shall be entitled to possession of the Acquired Property upon
Closing.
9 Title Insurance. As soon as available after Closing, City shall provide to Buyer
the Title Policy, dated as of the Closing Date, subject only to the Permitted Exceptions.
10. Conditions to Closing.
10.1 Buyer's Conditions to Closing. Notwithstanding anything to the contrary set forth
herein. Buyer's obligation to close hereunder is expressly subject to satisfaction or waiver
by Buyer in writing of each of the following conditions:
10.1 1 The City's approval of the subdivision or boundary line adjustment of the Parcel
such that the Acquired Property can be recorded as a separate tax parcel or part of the
Buyer's pre-existing parcel number 0621059002. As per 10.2.3 below Buyer shall be
responsible for all costs in connection with the subdivision or boundary line adjustment.
10.1.2 The City's designation of the Acquired Property as "surplus" and its authorization
to sell the Acquired Property
10.1.3 The City s approval of the redesignation of the Acquired Property from
Public/Quasi-Public to Moderate Density Residential on the City's Comprehensive Plan
Map.
10.14 The City's approval of a change in zoning of the Acquired Property From P1
Public Use District to RMHC, Residential Manufactured/Mobile Home Community
City of Auburn/River Mobile Estates Agreement
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District. Includes obtaining the Mayor s signature on application, as property owner, if
applicable.
10.1.5 The City's approval of the easement or easements for storm water conveyance as
described in Section 4
10.2 City's Conditions to Closing. Notwithstanding anything to the contrary set forth
herein, City s obligation to close hereunder is expressly subject to satisfaction or waiver
by City in writing of each of the following conditions.
10.2.1 Buyer shall complete in accordance with all adopted City regulations and
standards and at its own cost, the processing of the aforementioned Comprehensive Plan
amendment request for the property
10.2.2 Buyer shall complete in accordance with all adopted City regulations and
standards and its own cost, the process of a rezone application for the aforementioned
change in zoning designation for the property
10.2.3 Buyer shall be responsible for all costs incurred in preparing, applying for and
processing a boundary line adjustment application including any required field survey
work, legal description documentation and recording of documents.
10.2.4 Buyer shall be responsible for all costs to benefit the Acquired Property not
covered by King County Flood Control District in relocating, if necessary, the storm
water outlet pipe described in Section 4 of this Agreement except for the land value of
the easement, which value is to be determined by Section 4
11 Representations and Warranties.
11 1 City's Representations and Warranties. In addition to any other representations or
warranties of City elsewhere in this Agreement, City represents and warrants to Buyer
now and as of the Date of Closing, that:
11 1 1 Authority City and the person signing on behalf of City, has full power and
authority to execute this Agreement and perform City's obligations hereunder, and all
necessary action to authorize this transaction has been taken, except as specifically
provided herein.
11 1.2 Hazardous Substances. City has not received notification of any kind from any
governmental agency suggesting that the Acquired Property is or may be targeted for a
Hazardous Substances cleanup; to the best of City's knowledge the Acquired Property
has not been used (a) for the storage, disposal or discharge of oil, solvents, fuel,
chemicals or any type of toxic, dangerous, hazardous or biological waste or substance
(collectively "Hazardous Substances"), or (b) as a landfill or waste disposal site; to the
best of City s knowledge the Acquired Property has not been contaminated with any
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Hazardous Substances; and to the best of City's knowledge, there are no underground
storage tanks on the Acquired Property
11 1.3 Other Rights. No person or entity has any right to lease or purchase any interest
in the Acquired Property or any part thereof.
11.2 Buyer s Representations and Warranties. In addition to any other representations
and warranties of Buyer elsewhere in this Agreement, Buyer represents and warrants to
City now, and as of the Date of Closing, that (a) Buyer has full power to execute, deliver
and carry out the terms and provisions of this Agreement, and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement; and (b)
the individual executing this Agreement on behalf of Buyer has the authority to bind
Buyer to the terms and conditions of this Agreement.
11.3 "AS IS" CONDITION OF PROPERTY THE PURCHASE PRICE REFLECTS
THAT THE ACQUIRED PROPERTY IS BEING PURCHASED BY BUYER ON AN
"AS IS" "WHERE IS" AND "WITH ALL FAULTS" BASIS, EXCEPT TO THE
EXTENT OF REPRESENTATIONS AND WARRANTIES SPECIFICALLY MADE
BY SELLER HEREIN OR IN THE WARRANTY DEED OR OTHER DOCUMENTS
TO BE DELIVERED BY CITY AT CLOSING. BUYER HEREBY WAIVES AND
RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF OR WITH
RESPECT TO, ANY REPRESENTATIONS, WARRANTIES OR COVENANTS,
WHETHER EXPRESS OR IMPLIED, WHICH MAY HAVE BEEN MADE OR
GIVEN, OR WHICH MAY BE DEEMED TO HAVE BEEN MADE OR GIVEN, BY
CITY OR ITS REPRESENTATIVES, INCLUDING BUT NOT LIMITED TO ANY
BROKER, EXCEPT FOR THOSE REPRESENTATIONS, WARRANTIES AND
COVENANTS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENTS TO
BE EXECUTED AND DELIVERED BY CITY AT CLOSING.
EXCEPT TO THE EXTENT OF ANY REPRESENTATIONS OR WARRANTIES SET
FORTH ELSEWHERE IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE
EXECUTED AND DELIVERED BY CITY AT CLOSING, BUYER HAS NOT
RELIED UPON AND WILL NOT RELY UPON, AND CITY EXPRESSLY
DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO,
AND SHALL HAVE NO LIABILITY FOR. (I) THE CONDITION OF THE
ACQUIRED PROPERTY OR ANY BUILDINGS, STRUCTURES OR
IMPROVEMENTS LOCATED THEREON OR THE SUITABILITY THEREOF FOR
HABITATION, OCCUPANCY OR FOR BUYER'S INTENDED USE OR FOR ANY
USE WHATSOEVER, (II) ANY APPLICABLE BUILDING, ZONING OR FIRE
LAWS OR REGULATIONS OR WITH RESPECT TO COMPLIANCE THEREWITH
OR WITH RESPECT TO THE EXISTENCE OF OR COMPLIANCE WITH ANY
REQUIRED PERMITS, IF ANY, OF ANY GOVERNMENTAL AGENCY, (III) THE
AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER OR UTILITIES, ANY
RIGHTS THERETO, OR ANY WATER, SEWER OR UTILITY DISTRICTS, (IV)
ACCESS TO ANY PUBLIC OR PRIVATE SANITARY SEWER SYSTEM, (V) THE
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FACT THAT ALL OR A PORTION OF THE ACQUIRED PROPERTY MAY BE
LOCATED ON OR NEAR AN EARTHQUAKE FAULT LINE, OR (VI) EXCEPT AS
SPECIFICALLY SET FORTH ABOVE, THE PRESENCE OF ANY HAZARDOUS
SUBSTANCES IN ANY IMPROVEMENTS ON THE ACQUIRED PROPERTY
INCLUDING WITHOUT LIMITATION ASBESTOS OR FORMALDEHYDE, OR
THE PRESENCE OF ANY ENVIRONMENTALLY HAZARDOUS WASTES OR
MATERIALS ON OR UNDER THE ACQUIRED PROPERTY WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, EXCEPT TO THE EXTENT OF ANY
REPRESENTATIONS OR WARRANTIES SET FORTH ELSEWHERE IN THIS
AGREEMENT OR IN ANY DOCUMENTS TO BE EXECUTED AND DELIVERED
BY CITY AT CLOSING, CITY SHALL HAVE NO LIABILITY TO BUYER WITH
RESPECT TO THE CONDITION OF THE ACQUIRED PROPERTY UNDER
COMMON LAW OR ANY FEDERAL, STATE, OR LOCAL LAW OR
REGULATION, INCLUDING BUT NOT LIMITED TO THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980
AS AMENDED, 42 U.S.C.A. SECTIONS 9601 ET SEQ AND THE WASHINGTON
MODEL TOXICS CONTROL ACT ("MTCA"), RCW 70.105D BUYER HEREBY
RELEASES AND WAIVES ANY AND ALL CLAIMS WHICH THE BUYER HAS OR
MAY HAVE AGAINST CITY UNDER ANY OF THE FOREGOING LAWS OR
WITH RESPECT TO THE CONDITION OF THE ACQUIRED PROPERTY, EXCEPT
TO THE EXTENT OF ANY CLAIMS BUYER MAY HAVE ARISING FROM ANY
EXPRESS REPRESENTATIONS, WARRANTIES OR COVENANTS OF CITY
UNDER THIS AGREEMENT OR ANY DOCUMENTS TO BE EXECUTED AND
DELIVERED BY CITY AT CLOSING. BUYER ACKNOWLEDGES TO CITY THAT
BUYER IS GIVEN THE OPPORTUNITY UNDER THIS AGREEMENT TO FULLY
INSPECT THE ACQUIRED PROPERTY AND BUYER ASSUMES THE
RESPONSIBILITY AND RISKS OF ALL DEFECTS AND CONDITIONS,
INCLUDING SUCH DEFECTS AND CONDITIONS, IF ANY, THAT CANNOT BE
OBSERVED BY CASUAL INSPECTION, SUBJECT TO THE EXCEPTION OF
RIGHTS EXPRESSLY SET FORTH ABOVE.
BUYE CITY
IF A PHASE I ENVIRONM TAL SITE ASSESSMENT REPORT OR OTHER
ENVIRONMENTAL STUDY R REPORT (COLLECTIVELY THE "PHASE I
REPORT") HAS BEEN DELIVERED BY CITY TO BUYER, THEN, WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, BY CLOSING THE
TRANSACTION AS CONTEMPLATED HEREIN, BUYER AGREES THAT,
EXCEPT TO THE EXTENT EXPRESSLY CONTRARY TO ANY
REPRESENTATIONS, WARRANTIES OR COVENANTS OF CITY SET FORTH IN
THIS AGREEMENT (A) BUYER SHALL BE DEEMED TO HAVE ACCEPTED ALL
RISK ASSOCIATED WITH ADVERSE PHYSICAL CHARACTERISTICS AND
EXISTING ENVIRONMENTAL CONDITIONS THAT MAY OR MAY NOT HAVE
BEEN REVEALED BY CITY'S INVESTIGATION OF THE PHASE I REPORT, AND
(B) AS BETWEEN CITY AND BUYER, BUYER SHALL BE DEEMED TO HAVE
City of Auburn/River Mobile Estates Agreement
1.2913
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ACCEPTED ALL COSTS AND LIABILITIES ASSOCIATED IN ANY WAY WITH
THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE ACQUIRED
PROPERTY BUYER ACKNOWLEDGES AND AGREES THAT CITY MAKES NO
REPRESENTATIONS OR WARRANTIES REGARDING THE TRUTH, ACCURACY
OR THOROUGHNESS OF THE INVESTIGATION, PREPARATION OR CONTENT
OF THE PHASE I REPORT, OR THE COMPETENCE OR ABILITY OF THE
PERSONS OR COMPANIES PREPARING SUCH REPORT BUYER AGREES
THAT, BY CLOSING THE TRANSACTION CONTEMPLATED HEREIN, BUYER
WILL HAVE HAD AN OPPORTUNITY TO REVIEW THE ABOVE REPORT PRIOR
TO THE CLOSING DATE IN ORDER TO MAKE AN INDEPENDENT
VERIFICATION OF THE INFORMATION CONTAINED THEREIN, AND THAT
BUYER AND ITS ENVIRONMENTAL CONSULTANTS WILL HAVE HAD AN
OPPORTUNITY TO CONDUCT TESTS ON THE ACQUIRED PROPERTY
12. Maintenance of Property; Risk of Loss, Condemnation.
12.1 Maintenance of Property From the date of this Agreement until the Closing Date
(or any earlier termination of this Agreement), City agrees to maintain the Acquired
Property in substantially the same condition existing as of the date hereof, ordinary wear
and tear, damage by casualty excepted.
12.2 Risk of Loss: Condemnation. Risk of loss of or damage to the improvements on
the Acquired Property shall be borne by Seller at all times and no event of casualty or
damage shall affect the parties obligations hereunder or the Purchase Price, however,
Buyer shall have the right to receive any insurance proceeds due City in connection with
any casualty or damage and City hereby covenants to maintain commercially reasonable
casualty insurance in place with respect to the Acquired Property at all times prior to
Closing. City shall promptly notify Buyer of any condemnation or eminent domain
proceeding which affects the Acquired Property and City covenants and agrees not to
commence or pursue any such action. In the event of any condemnation or eminent
domain proceeding by any entity other than City, or a deed in lieu or under threat thereof,
which affects a material portion of the Acquired Property, Buyer may elect either to
terminate this Agreement, or to purchase the Acquired Property in the condition existing
on the Closing Date without adjustment of the Purchase Price. If Buyer elects to
terminate this Agreement, the Deposit shall be returned to Buyer If Buyer elects to
purchase the Acquired Property, City shall not be liable to restore same, and Buyer shall
be entitled to any condemnation award or payment in lieu thereof payable to City in its
capacity as the owner thereof
13 Default.
13.1 Time of Essence. Time is of the essence of this Agreement.
13.2 City's Remedies for Buyer's Default and Failure to Close. If Buyer fails, without
legal excuse, to complete the purchase of the Acquired Property in accordance with this
City of Auburn/River Mobile Estates Agreement
1.29 13
Page 10 of 16
Agreement, City's sole and exclusive remedy shall be to retain the Deposit as liquidated
damages. Buyer expressly agrees that the retention of the Deposit by City represents a
reasonable estimation of the damages in the event of Buyer's default and failure to close
hereunder, that actual damages may be difficult to ascertain and that this provision does
not constitute a penalty In this respect, Buyer and City acknowledge that these damages
have been specifically negotiated between Buyer and City and are, inter alia, to
compensate City for delaying the eventual sale of the Acquired Property and to
compensate City or its costs and expenses associated with this Agreement. Buyer hereby
waives the rights and benefits of any law, rule, regulation or order now or hereafter
existing that would allow Buyer to claim a refund of the Deposit as unearned earnest
money a penalty or for any other reason except default by City
13.3 Buyer's Remedies for City's Default. If City fails to complete the sale of the
Acquired Property in accordance with this Agreement, Buyer shall have and may enforce
the following exclusive remedies: (a) seek specific performance; (b) terminate this
Agreement, receive a refund of the Deposit and recover from City all of Buyer's actual
third-party costs and expenses incurred by it in connection with the transaction and the
Project; or(c) seek rescission of this Agreement and receive a refund of the Deposit.
14 Notices. All notices, demands and other communications required or permitted to
be given hereunder shall be in writing, and shall be sent by personal delivery (including
by means of professional messenger or courier service) or registered or certified mail,
postage-prepaid, retum-receipt requested. Notice shall be deemed to have been given if
personally delivered, upon receipt, and if sent by mail, two (2) days after duly deposited
in the U.S. Mail. The parties' respective addresses for notices are as follows:
If to City- City of Auburn
Planning and Development Department
25 West Main Street
Auburn, WA 98001-4998
Attn: Planning Director
With copies to: City Attorney's Office
City of Auburn
25 West Main Street
Auburn, WA 98001-4998
Attn: City Attorney
If to Buyer- Dean J Moser, Managing Director
River Mobile Estates
P O Box 7, Novato, CA 94948
7250 Redwood Blvd. #350, Novato, CA 94945
deanm @hcam,-mt.com
City of Auburn/River Mobile Estates Agreement
1.29 13
Page 11 of 16
With copies to: Dan DeLue
Ferring and DeLue
600 Stewart Street Suite 1115
Seattle, WA 98101
Daniel DeLue [dan @ferringdelue.com]
Notice of change of address shall be given by written notice in the manner detailed in this
Section 14
15. General.
15 1 Entire Agreement This is the entire agreement of Buyer and City with respect to the
matters covered hereby and supersedes all prior agreements between them, written or
oral. This Agreement may be modified only in writing, signed by Buyer and City Any
waivers hereunder must be in writing. No waiver of any right or remedy in the event of
default hereunder shall constitute a waiver of such right or remedy in the event of any
subsequent default. This Agreement shall be governed by the laws of the State of
Washington. Venue for disputes under this agreement shall lie with the Superior Court of
King County, Washington.
15.2 No Third Party Beneficiaries/Severability This Agreement is for the benefit only of
the parties hereto and shall inure to the benefit of and bind the heirs, personal
representatives, successors and permitted assigns of the parties hereto. The invalidity or
unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision hereof. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
15.3 Post-closure responsibilities. The requirements of this Section 15.3 shall survive
closing. Additionally, all remedies available under this Agreement shall remain available
until the conditions of this Section 15.3 are completed.
15.3 1 Buyer shall, within 30 of closing, prepare and submit applications for construction
approvals for physically relocating existing stormwater facilities and water lines that may
exist within the area of the purchase and to extinguish any associated easements.
15.3.2 Buyer shall, within 120 days of closing, so long as the construction application is
approved, accomplish any relocating existing stormwater facilities and water lines that
may exist within the area of the purchase and to extinguish any associated easements.
15.3.3 The City shall give Buyer credit for existing utility connections when calculating
fees to the new homes being constructed as follows: Buyer shall be entitled to a one-for-
one credit for equivalent replacement water& sanitary sewer connections. If the capacity
City of Auburn/River Mobile Estates Agreement
1.29 13
Page 12 of 16
or the number of new connections is greater than that of the connections being replaced,
Buyer shall be responsible for the extra capacity or the extra number of connections.
Buyer shall also be responsible for the City's permit fees for all of the additional
connections related to improvements on the project. For Storm, the city will credit
SDC's for existing impervious surface. The mobile park will only be charged SDC's for
those impervious surfaces greater than existing conditions at the time of storm permit
application.
16. Commissions. City represents to Buyer that City has engaged no broker, agent or
finder in connection with the negotiations leading to this Agreement. Buyer represents to
City that Buyer has not engaged or in any way dealt with any broker, agent or finder in
connection with the negotiations leading to this Agreement. Each party hereby agrees to
indemnify, defend and hold the other party harmless from and against any claims for
broker's, agent's, or finder's fees or commissions arising from or through the actions of
the indemnifying party
17 Attorneys' Fees. In the event suit or action is instituted to interpret or enforce the
terms of this Agreement, the prevailing party therein shall be entitled to recover from the
other party such sum as the Court may adjudge reasonable as attorneys' fees, including
fees incurred at trial, on any appeal and in any petition for review
18. Exclusivity During the term of this Agreement City shall not market nor list the
Acquired Property for sale, nor accept any offers from third parties with respect to sale of
the Acquired Property
19 Reservation of Police Power Notwithstanding anything to the contrary set forth
herein, Buyer understands and acknowledges that the City's authority to exercise its
police (regulatory) powers in accordance with applicable law shall not be deemed limited
by the provisions of this Agreement.
20. City Council Approval. The Buyer acknowledges that this Agreement does not
bind the City of Auburn until the City Council approves of the purchase Agreement and
the Mayor executes the Agreement.
21 Exhibits. Exhibits °A" and "B", attached hereto are incorporated
herein as if fully set forth.
City of Auburn/River Mobile Estates Agreement
1.29 13
Page 13 of 16
SIGNED in duplicate original as of the date first above written.
CITY OF AUBURN THE RIVER, A CALIFORNIA
GENERAL PARTNERSHIP d/b/a
RIVER MOBILE ESTATES
---� By
Peter B. Lewis, Mayor
Na e 6)F-,I� S- bs'c�L
Attest:
Title 0 A I N'L- Dt I-ac mez—
',N��anielle Daskam, City Clerk
Approve as to form:
Daniel B. Heid, Auburn NY Atto ey
EXHIBITS
Exhibit A, Warranty Deed
Exhibit B, Easements
Exhibit C, Storm water drainage easement for a below grade storm water outlet
pipe across City Storm Utility Owned Property
City of Auburn/River Mobile Estates Agreement
1.29 13
Page 14 of 16
Return Address:
City of Auburn
City Clerk
25 West Main
Auburn,WA 98001
Above this line reserved for recording information.
WARRANTY DEED
Reference#(if applicable): N/A
Grantor/Borrower: City of Auburn
Grantee/Assignee/Beneficiary The River, a California General Partnership,d/b/a The
River Mobile Estates
Legal Description/STR.
Assessor s Tax Parcel 1D#,
For and in consideration of the sum of TEN DOLLARS ($10.00) and other good
and valuable consideration, receipt of which is hereby acknowledged, Grantor, the CITY
OF AUBURN, a municipal corporation of the State of Washington, hereby conveys and
warrants to THE RIVER, a California General Partnership d/b/a RIVER MOBILE
ESTATES, Grantee herein, its successors and assigns, the property legally described and
depicted in Exhibit "A," attached hereto and incorporated herein by this reference (the
"Acquired Property").
For and in consideration hereof, THE PARTIES HERETO FURTHER AGREE as
follows:
IN WITNESS WHEREOF the.parties have caused this instrument to be executed
by its proper officer(s) this s— day of�N/'•t. jW—�, 2013.
Grantee: Grantor-
The River, d/b/a River Mobile The Cit urn
Estates.
s By _
ts: anaging Dire for Its: Mayor
to Signed: 3 Date Signed: 2 �\
City of Auburn/River Mobile Estates Agreement
1.29 13
Page 15 of 16
STATE OF )
)ss.
County of )
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and said person acknowledged that he/she signed this instrument,on
oath stated that he/she was authorized to execute the instrument and acknowledged it as the
of The River, a California General Partnership, d/b/a River Mobile Estates,
to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument.
Dated
Notary Public in and for the State of
STATE OF WASHINGTON ) residing at
)ss. My appointment expires
County of King )
I certify that I know or have satisfactory evidence that-e- fit, is the
person who appeared before me, and said person acknowledged that he/she signed this instrument, on
oath stated that he/she was authorized to execute the instrument and acknowledged it as the
of the City of
Auburn, a Washington municipal corporation, to be the free and voluntary act of such party for the
uses and purposes mentioned in this instrument.
Dated a/ \G 1.c
Cc v Q b c \
GPMp$Ft 1111, lNotaryresiding
Public ins and for the Stateof l
X'%l;h` My appointment expires `\/ O 0i I a c l o
`gam
s� :
Ns� • :0 :
oF
City of Auburn/River Mobile Estates Agreement
1.29.13
Page 16 of 16
ADDENDUM TO PURCHASE AND SALE AGREEMENT
'This ADDENDUM TO PURCHASE AND SALE AGREEMENT is entered into as of
the `S'‘‘'1 day of April. 2013 by and between the CITY OF AUBURN as Seller
(hereinafter the "City" or "SELLER'), and HCA Management dba THE RIVER, dba
RIVER MOBILE ESTATES.a California General Partnership(hereinafter the"Buyer").
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein,the parties hereby agree as follows:
Buyer did not receive a copy of the mutually executed Purchase and Sale
Agreement until March 25,2013.
Section 6.3 of the Purchase and Sale Agreement states that Buyer has sixty (60)
days after the date of this Agreement to provide written notice of any and all exceptions
on the title of which it disapproves. The sixty(60)day time period shall run from March
25,2013 and shall expire on May 24,2013
SIGNED in duplicate original as of the date first above written.
CITY OF AUBURN
1
ifir
Steven L.Gros t► Dawe DeLue
Auburn Assistant City Attorney Attorney for Buyer
City of Auburn/River Mobile Estates Addendum to Agreement
4.18.2013
Page 1 of 1
THIRD ADDENDUM TO PURCHASE AND SALE
AGREEMENT
This THIRD ADDENDUM TO PURCHASE AND SALE AGREEMENT is entered
into as of the ` r 'y
.�'Q-_� day of December, 2013 by and between the CI!'Y UF
AUBURN as Seller (hereinafter the "City" or "SELLER"). and FICA Management dba
THE RIVER. dba RIVER MOBILE ESTATES. a California General Partnership
(hereinafter the"Buyer").
NOW, THEREFORE. in consideration of the mutual covenants and conditions
contained herein,the parties hereby agree as follows:
The"Closing Date"shall mean any mutually agreeable date on or before February
28, 2014.
All contingencies shall be moved back to 30 days prior to closing or by February
28, 2014.
SIGNED in duplicate original as of the date first above written.
CITY OF AUBURN
19#
Steven L.Gross
Auburn Assistant City Attorney Attorney for Buyer
•
City of Auburn/River Mobile Estates Third Addendum to Agreement
12.2.201 3
Page 1 of I
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
State of California
County of /hOl l
On 31"13 before me, GgYr/t°' L C 1°— 5eh1n1M:!i ��Q✓G� ��
` Date Here Insert Nome end Title of the OfhOer
personally appeared
De�-Iv Mo.5cr
Name(s)of Signegs)
who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged
to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the
L� CARRIE LEE-SCHMICHER person(s) acted, executed the instrument.
7 COMM. #1874868 t7
NOTARY PUBLIC-CALIFORNIA
soNOMA COUNTY I certify under PENALTY OF PERJURY under the
M Commleson 1e� laws of the State of California that the foregoing
i paragraph is true and correct. I
WITNESS my hand and official seal.
fiI /� n t
Signature:C� v I'C�-�.�,r -4,�
Ili Place Notary Seal Above Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document. l
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages: I
t
Signers) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
fi Signer's Name: Signer's Name:
iy
• Corporate Officer — Title(s): ❑Corporate Officer — Title(s):
f.
• Individual - ❑ Individual
❑ Partner — ❑Limited ❑General Top of thumb here ❑ Partner — ❑ Limited ❑General Top of thumb here
❑ Attorney in Fact El Attorney in Fact I
fi ❑ Trustee ❑Trustee
r ❑ Guardian or Conservator ❑Guardian or Conservator
❑ Other ❑Other I
Signer Is Representing: Signer Is Representing:
I
2010 National Notary Association Nabono Notary org 1-800 US NOTARY(1-800-8766827) Item#5907
STATE OF )
)ss.
County of )
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and said person acknowledged that he/she signed this instrument, on
oath stated that he/she was authorized to execute the instrument and acknowledged it as the
of The River, a California General Partnership, d/b/a River Mobile Estates,
to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument.
Dated
Notary Public in and for the State of
STATE OF WASHINGTON ) residing at
)ss. My appointment expires
County of King )
I certify that I know or have satisfactory evidence that-etc' t-Q j is the
person who appeared before me, and said person acknowledged that he/she signed this instrument, on
oath stated that he/she was authorized to execute the instrument and acknowledged it as the
\1\Q���, of the City of
Auburn, a Washington municipal corporation, to be the free and voluntary act of such party for the
uses and purposes mentioned in this instrument.
Dated az \G /aof 2'
pit Notary Public in and for the State of l�a
_ `GPM�PgF� tf4�i� residing at
EXPj�"yt�� My appointment expires `\/ O Q o 1 l e
,
't gttis'Tq t,EiOF
ittttNNN��xx�"`a
City of Auburn/River Mobile Estates Agreement
1.29 13
Page 16 of 16