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HomeMy WebLinkAbout5160 RESOLUTION NO. 5 1 6 0 A RESOLUTION OF THE CiTY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO EXECUTE THE PURCHASE OF REAL PROPERTY FROM PUGET SOUND ENERGY WHEREAS, Puget Sound Energy has offered to 4he City of Auburn for purchase and sale certain real properry, identified as King County Assessor's Tax Parcel No. 6655000025 comprised of 29.21 acres [located northerly and norfhwesterly of Roegner Park, within the City of Auburn, Washington], King County Assessor's Tax Parcel No. 3021059020 comprised of 4.69 acres [east of and adjacent to the corner of 42nd Street Southeast and 4151 Street Southeast, within the City of Aubum, Washington] and a portion of King County Assessor's Tax Parcel No. 302105HYDR [located northerly and northeasterly of Roegner Park, within the City of Auburn, Washington] comprised of approzimately 7.60 acres, totaling approximately 41.5 acres of land; and WHEREAS, following substantive analysis including but not limited to a title report review, a Phase I Environmental Site Assessment and a real estate valuation appraisal, Gity staff has identified that there is public benefit in the acquisition of this property and therefore recommends to the City Council that 4hat the City acquire the subject property for municipal use. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 1. That the Mayor is hereby authorized to execute the purchase of approximately 41.5 acres of land from Puget Sound Energy, which agreement shall be in substantial conformity with the agreement attached hereto as Exhibit A and incorporated herein by this reference. Resblution No. 5160 July 14, 2015 Page 1 of 2 Section-2. That the Mayor is authorized to, implement such administrative procedures as may be necessary to carry out the directives of 4his legislation. Section.3. That this Resolution shall take effect and be in full force upon passage and signatures hereon. Dated and Signed this o�d�day of , 2015. CITY OF AUBURN ANCY CI US, MAY ATTEST: �4� D ielle E.. Daskam, City Clerk APP VED AS TO FORM: Daniel B. Heid, City Attorney ------------------------ Resolution No. 5160 July 14, 2015 Page 2 of 2 Exhibit A ,' PURCHASE AND SALE AGREEMENT Tlvs P,URCHASE AND SALE AGREEMENT ("AgreemenY� is entered into as of tkie �4 day of March, 2015, by and between tha CITY OF AUBURN, a.Washington municipal coiporafion ("City" or "Buyer'�, and Pugef Sound Ene;gy, a Washington corporation(hereinafter tlie"Seller"). i RECITALS I A. Tlie Seller is the owner of certain real property and all improvements � thereon ("Property") located in the City of Aubum, County of King, Waslungton, ! cpmuionly lrnown as the White River#1404-]03 property, which is legally described as i ' follows: � , I Parcel A; � ThaC portion of Lots 1, 3, 4, 5,6, ]1, 12, 13; 14 and 15,The Parker Homestead, according I to the plat thereof, rccorded vi Vblume 8 of Plats, Page 51, records of King Coanty, � Washington, described as follows; � I � Beginning at the north I/4 comer of. Section.31, Townslvp 21 North, Range 5 East, I , W.M., thence soutli 89°49'20" west along the north line of said section 127.71 feet; � ' thence soutU.41°20'16" west 615 feet more oi less to a point on the east boundary of said i i Lot 6 and the true point of b:eginning; thence continuing south 41°20'16" west to a point I 1436.51 feet firom said north line of said section as measured along said line;thence south 1 '! 44°O1'28" west 215.03 feet; thence south 16°10'48" west 151.59 feet; theuce south � 46°28'S2" west 115.24 feet; tl�ence south 26°27'43" west 246.55 feet; thence south � 63°21'45" west 695 feef, more or less, to the east bounclary of the west 500 feet of s¢id i Lot 14; thence southwesterly along tlie south benk of 5tuck River to a point on the west � line of said section 31 a distance of 359 feet uorth oPthe west 1/4 comer thereof; thence ; north 00°45'10"east along said west line 960 feet, more or lass, to apoint soutl� 00°45'1�" west 54.22 feef from the intersection of the east margin of PSH #5 with d�e west line of said section 31; theoce south'89°14`50" east 50 feet; thence south 00°45'10" west 471.82 � feet; theace north 50°50'Ol" east 1018.81 feet; tl�ence north 42°30'49" east 37631 feet; j thence north 33°31'10" east 581.74 fcet; flience uorth32°29'39" eest 173.71 feet; theuce north 36°51'24" easf 242.90 feet to a poi{it which is.30 feet south of the north line of said section, es measured at right angles to said north line and being the south mazgin of 41st � Street S.E.; thence norfh 89°54'03" east along said mazgin 380 feet, more or less, to the i northeast.comer of said Lot 6; thence sopth along the east boundary thereof 435 feet, i more or less,to the,true poiut of beginning. � ; �I I i I Puget Sound Energy/Cify of Aubum Purchase and Sale Agreement ' Murch 2,2015 ; Page 1 of 18 I I ,,, ,.:. .>:>: ,,.: ....: �,. ,,, _ :, .: :<= .-::..., � : , ._. , . _ _. , Except that portion described.as follows; , i Beginning at the northwest comer of suid secfion 31; thence south 00°45'10" west along the west line of said section.31 a distt�ce of 30 feet; thence south 89°54'03" east parallel to the north line of said section 31 a distance of 240.15 feef; thence south 00°28'27"west. pazallel to flie east margin of"A" S�eet S.E. right of way(Old PSH #5) 200 feet; thence ; north 89"54'03" west 200 feet to the east mazgin.of said Street; tbence south 00°28'27" west along said maz�n 725.43 feet to a point of a curvature to the right with a radius of 985 feet oF whicU tl�e radia[ ceufer w(uch beazs north 89°31'33" west; thence southwesterly along said curvature 302.53 feet thence soudi 00°45'l0"west 54.22 feet to tbe true point of begnning; theaice south 89°14'S0" east SO feet; thence south DO°45'10" ; west 471.82 feet; thence soutli 39°09'S9"eesf 70 feet; thence south 50°50'Ol"west ]23.76 � feet to the west line of said section 31; thence northerly along said west line to the true point of begimring. ' Except tha4 portion, if any,lying within N.E. 41 sf Sheet. �arcel B; That portion of Lot 1 City of Auburn Short Plat Nuinber SP 1-83 as recorded under �� recording number 8305 L20301 :lying;southerly of Lot 2 of said Short Plat aud snid Sltort Plat is described as follows; The south 1/2 of the southeast quartei of the southwest quarter of 'Section 30, Township 21 Noith, Range 5 Eest, W.M. in King County, Washington;except that portion thereof1ying southeasterly of a]ine described as follows; begiiviing at a point on the south line.of said southwest quurter 127.71 feet west of the southeast comer of said southwest 1/4; theuce north 41°20'15" east 100.75 fee[; thence I�� north 44°31'40" east 87.09 feet to a point on the east line of said southwest 1/4 and tl�e terminus of said line. Except that poRion, if any, lying within N.E. 41 st Street. Also imown as a portion of City of Aubw-n Lot Line Adjustment number LLA-OOl 1-92 es recorded under recording number 9209281726. Parcel C; Tha4 portion of King County Assessor Parcel Number 302105HYDR that is bounded on the East by the East sectioual liue of the SW'/. of SE '/< of 30-21-05. B. Seller desires to sell the Property to City, on the terms and conditions set forth herein AGREEMENT Puget Sound Energy/City of AuUwv Purchase and Sale Agreement March 2,2015 Page 2 0£18 - : . ,... , ,,.,:,. : ,. i � NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of wliich are hereby mututilly acknowledged, Buyer and Seller hereby agree as follows: 1. Certain Defuied Terms. For pwposes of this. Agreement, the terms set fortli ' below shall have the meaning assigned to tliem: ' � 1.1 "Closing" or,"CJose of Escrow"means the iecordation of tUe Deed in the Official i Records and Seller's receipt of the Purchase.Price. i i 1.2 "Closing Date"means any mutually agreeable date on or before July 3, 2015. � ', I 13 "Escrow"means the escrow opened with Escrow AgenY for the conswrunation of the transaction described in this Agreement. ! � 1,4 "Escrow AgenY'means C.K. Dotson, LPO,of First American Title.Insurance I Company(425-732-4807); e-mail: ckdotsonn,flrstam.com; whose address is 11400 SE I 8�' Street, Suite 250, Bellevue,Washington 98004. � � 1.5 "Official Records" means the official real property records of King Counry; � Washington. � ', I � 1.6 "Opening of Escrow" means the date a fully executed copy of this Agreement is I deposifed with Escrow Agent. 1.7 "Mutual Acceptance" sl�all mean the date when the last counteroffer is signed by I the offeree, and the fully-signed counteroffer has been received by the offeror, his or her I bioker, or the licensed office of the broker. No acceptance, offer oi counteroffer from the I Buyer is effective nnfiL a signed copy is received by the Seller. No acceptance,,offer or i, wunferoffer from the Seller is effective until a signed copy is received by the Buyer. � Eitt�er party may withdraw its ofFer/counteroffer upon written nofice delivered to the i other party at any time prior to Mutual Acceptance i 1.8 "Percnitted Exceptions"has the meaning as set forth in Section 53 below. � l r 1.9 "Purchase Price"has the meaning as set forth iv Section 3. � 1.10 "Title Company"meens First American Tide Insurauce Compauy. � 1.11 "Title Policy" means a standazd coverege owner's policy of title insurance issued I by the Title Company to Buyer with coverage in the a�nount of purcbase price, sl�owing � title to the Property vested in Buyer subject only to the Permitted Exceprions. � � i i � � Puget Sound Energy/City ofAuhum Purchase and Sale Agreeu�ent March 2,2015 j Page 3 of 18 4 I � i 2. Pm•chase and Sale. The Seller agrees to sell to City; and City agrees to purchase from S.eller,the Property upon the tecros and conditions set forth.in this Agreement.Title to the Properfy sha11 be wnveyed 6y a Quit Claim Deed in the form attached hereto as Exhibit A(flie "Deed"), subject only to the pernvtted excepfions set forth in Seption 53, and otlier exceptions apptoved by Buyer as provided for in Section 5.2. 3. Purchase Price; Cash Paymenf, 'I'he total purchase p�ice for the Property (the ' "Pui�chase:Price'� shall be Seventy-five 'Thousand Dollazs and no cents ($75,000.00). Payment shall be made via a wire transfer or check. 4. Eaznest Money Deposit. On execution of tivs Agreement, Buyer shall deposit with Escrow Agent Five Thousaud Dollars and no cents ($5,000.00) in cash (the "Deposit"), which shall be held by Esanw AgenY as an eamest money deposit herednder. The Deposit shall be held in Esocow and applied or disposed of by Escrow Agent as ; provided herein. Escrow Agent shall place the Deposif in an iriterest-bearnig account apptoved by City end Buyer and all inteYest eamed.tl}ereon shall be added to and become a part of tlte Deposit. 5. Due Diligence. 5.1 Due Diligence Contingeiicy. Buyer sliall bave the right for a period of tlurty (30) days commencing on the date of Mnhfal Acceptance of the Agreement (the "Due Diligence Period") to coi�duct Buyer's due diligence review, exaniination and inspecrion of all. mattets peiKauzing to its acquisitioii of tlie Property, including such inspections,tests, and surveys as Buyer deems appropriate to detennine the suifability of the Property for Buyer's i�rtended use;, and including such appraisals, comparisons, and valuations as Buyer deems appropriate to deteimine the suitability of tl�e Purchase Price. Buyer's obligatiolt to pdrehase the Property shall ba contingent upon its approyal of such Property after conducting its due diligence ceview(t}ie"Due Diligence Contingenc}�'). (a) Approdal & Waiver of Due Diligence. If, based upon Buyei•'s review; examinarion azid inspectio», Buyer shall deteruune in its sole discretion that it uitends to acquire tUe Property, then Buyer shall prompfly notify Seller of sucl� determinatiou in writing prior to the eicpiration of the thirty (30) dey Dne Diligcnce Period, whereupon Buyer's Due Diligence Contingency shall be deemed safufied and waived, Uie Eainest Money slfalf become nonrefundable (except as otherwise expressly provided in this Ageement),aud Buyer sliall'proceed to Closing. (b) Disapproval & Exercise of Due Diligence Conringency: If Buyer deems the Property to be m�satisfactory as a result af any of the above iuspections in Buyer's sole and ebsolufe discrerion, m• if Seller fails to provide Buyer witU anq of tlie items required to be provided by Seller to Buyer under this Section, oo coiidition tliat Buyei tums over to Sellet a fiill and completg copy of all studies, i.nvestigations, surveys, Puget Sound Ener�y/City of Aubuni Purcl�ase and Sale Agreement March 2, 2015 Page 4 of 18 , -- ,,:. .. ;.<„ ,,. i� i i i tests, and other writteu reports performed by Buyer end/or its agents duiing the Due � Diligence Period in Buyer's possession, ttten Biiyer may terminate this Agreement in i writing at any time duriiig the thirty (30) day Due Diligence Pariod, in which event the f Eamest Money shall be retumed to Buyer as Buyer's sole and exclusive remedy. 'IF Buyer fails to timely provide Seller such written nopce of Buyer terminafion under the Due Diligence Contingency, then Buyer shall (i) be deemed to. have approved its Dbe I Diligence, (ii) proceed to Ciosing, and (iu) the Eamest Money shall be nonrefundable I (except as otherwise expressly provided under tlus Agreement). � � � 5.2 Title. ' i 5.2.1 Condition of Title. t As to Parcels A&B: Unless otherwise specified in this Agreement, title to the Prope�ty shall be �naz�kefable at I Closing. The,following shall not cause the Gtle to be unuiarketable: rights, reservations, � �, covenants, conditions and iestriotions, presently of record and general to the area; ; � easements and encroachments,,not materially affectin� the value of or unduly inferfering � � with Buyer's reasonable qse of the Propert}; and reseryed oil and/or mining riglits. � Monetary encumbrances or liens not assumed by Buyer, shall be paid or discharged.by j Seller on or before Closing; provided fliat, Seller shall not be required to incw�any out-of- E pocket expenses oc liability other than payinent of.monetary encumbrances or liens not assumed by Huyer, and proration of real property taxes. i 5.2.2 Title Commitment. PrompUy after mutual execirtion of this Agreement, at Seller's sole cost and expense, Seller shall provide Buyer a standaz'd coverage owner's policy of preliminary tifle insurance commilment covering die Property from tha Title } Company (the "CommihnenY') together with copies of all recorded documents listed as i special exceprions therein: Approyal by Buyer of flie excep6ons to fitle set foi�th in the � Commitment (other than as hereina$er set forth) shall be a coudition prece8ent to ; Buyer's obligation to purchese the Property; PROVIDED THAT, unless Buyer gives written notice that it disapproves the exceptions to title shown on the Cpmmitment (otlier than the exceptions to title approyed by Buyer and described in Section 5.3 below), staring the exceprions so disapproved, not later than Iylerch 20, 2015; Huyer shall bo ! deemed to have approved such exceptions. i If any new ritle matters are disclosed in a supplemental title report, then the I preceding terminatio��, objection and waiver provisions shall apply to tlie new title matters except,that Buyer's notice of oUjections must be delivered within five(5) days of delivery of the supplemental repoR and Seller's response oi Buyer's waiver must �e delivered within flvee (3) days of Buyer's notice of objections. The Closing Date shall ? be extended to the extent necessary to permit time for these notices. ; i 1 Puget Sound Energy/City of Aubum Pw�chase and S�le Agreement ; March 2,2015 � Page 5 of 18 t I I . __. ,. �._. - ; ,, � _.::> .. , ..;_ � .:. .> .,:.:,. _. ., If Buyer disapproves any title exceptions, Se11er shall have a seven (7) day period I after its receipt of Buyer's wdtten notice of disapproval, of the same within which to ; provide written uotice to Buyer as to which of such disapproved title exceptions the I Seller agrees to remove (or cause to be removed) from tide; provided that, to the extent � Seller agrees ro remove such exception(s), Seller shall not be required to actually remove such exception(s) until Closing. If, for any reason, Seller's notice given pursuant to tl�e immediately preceding sentence does not covenant to remove all oFBuyer's disapproved j fitle exceptions at or prior to Closing; Buyer shall have tl�e right to tenninate this i. Agreetnent by written notice to Seller and Escrow Agent given withul two (2) dnys after the earlier of the expiration of such two (2) day peaod or the date Seller inforins Buyer that it does not intend to remove the disappioved items (the "Termination Notica"). Buyer's failure to delivex the Termination Norice within such two (2) day period sl�all be i deemed Buyer's approval of any such previously disapproved title exceptiou. If Buyer delivers the Termination Notice withia such two (2) day period, the obligation of Seller to sell, and Buyer fo buy, the Property as hereTn provided shall terminate and tUe Eamest Money shall be retumed to Buyer. Buyer shall hav8 ihe oplion to waive the condiUon � precedent set forth in this Section by written notice to Seller:. In the event of such waiver, i such condirion precedent shall be deemed sarisfied. i 53 Permi(ted Exceptiais: fu addition to snch other exceptions to title ns may be ; approved by Buyer pursuant to the provisions of Section,5.2 above; Buyer shall accept ! rifle to the Property sgbject to the following(collectively,the"Permi4ted Exceptions"): � I i 5.3.1 Tl�e printed general exceptions which appear in the standard coverage ownei�'s � policy of title insurance issued by Title Company u� the Sfate of Washington; and items � created by, or on behalf of, Buyer. Any speciel ezceptions which appear in Uie standard coverage owner's policy of fitle insarance shall be approved ot waived by the Buyer or � shall be removed by tl�e Seller in accordance with Section 5.2.2 hereof. As to Parcel C: i Seller makes no representation of tit3e, and is selling this property to Buyer as-is. � 5.4 No New L,eases or Contracts. Prior to Closing, Seller shall not enter into any new I leases, contracts or ag�eements affecting the Property without the prior written consent o£ ! Buyer, exc8pt [he Seller may enter into interim contr�acts or agreements in com�cofion ' with tl�e management, maintenance, repair or preservation of tl�e Property iu the nonnal. course of busCness if each such contract or egreement expires or is terminated at or prior to Closing. 6. Buyer's Right of Entry. BuyeT, aud.its agenfs and.consultants, at BuyeY s sole • expense and risk, may enter the Property during the term of this Ageement at reasonable times scheduled in advance with Seller for Uie pwpose of Buyer's due diligence study of the Property. Buyer shall (a) exercise caze at all times on or about the Ptoperty; a��d (b) ; take precautions for the preve¢6on of injury to persons oi damage to property on or about Puget Sound Energy/City of AuUum Purchase and Sale Agreement March 2,2015 Page 6 of 18 ' i �. _. _ _ _._.. .. . �. ..- --- ,::,., ,,;. _..>,. , - - -:..., � , � � i ; n i ; tlie Property. Buyer sliall keep the Property free from all mechanics', materialmen's ai�d ' other lie�is, and all claiins thereof, aris�ng froin any work or labor done, scrvices , perfocmed, or materials and supplies fumished in with Buyer's actions in the exercis0 of ' its riglit'of entry on the Property, and Buyer shall indemnify and defend Seller against and hold Seller harmless from all such liens and claims. i � � � 7. Glosing: ° , I � 7:1 Time for Closing. This purcliase and sale stial(be closed in ihe office of Escrow ' Agent on the Closing Date. Buyer and Seller shall deposit u� Escrow with Escrow Agent , by 12:00 p.m. all iust��nnenfs, documents and monies necessary to wmplete the sale in i , accordanca 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 Seller: I 7.2 Closing Costs. ! I 7.2.1 Seller's Costs. Seller shall pay(a) any comiriissions due to its brokers or agents, �, (b) one half of all escrow fees and closing costs (prorated to tlie date of closing),(c) ns to I� Parcel A & B, all premiwns charged for coverage for the Title, (d) all applicable sales � and/or excise taxes (prorated to the date of closing), and (e) any otl�er costs as specified herein. I' i 7.22 Bnyer's Costs. Buyer shall pay (a) oiie half of all escrow fees and closing costs , ' (prorated from the date of closing) aud (b) the recording fees for the Deed, a�id (c) aziy j I additional endorsements or covetage desired above and beyond the staudazd Policy of ', Tifle Insurence, and as to Parcel C; all preminlns charged for coverage for the Title. , 7.23 Other Costs. Buyer- and Sellec shall each pay its own legal fees and fees of its i own consultants. E , 73 Real Property Taxation. Seller shall be responsible for all real property t�es, including any back taxcs owed or associated with tl�e Property's cun�ent tax exempt ' status, due and owing prior to the Closuig(piorated'[o tfie date of closing). � 7.4 Closing Documents. ' I 7.4.1 Seller's Documents. At Closing, Seller shall deliver to Escrow Agent the followinginstruments and documents; � ', i 7.4.1.1 The executed and acknowledged Deed in the form attached hereto as j Exhibit"A,"conveying the Property to Buyer; �, i ; 7.4.1.2 The executed real estate exoise tax affidavit to accompany flie Deed; and , Puget Sound Energy/City of Aubum P�schase and Sale Agreement Marcl� 2,2015 i Page 7 of 18 i � I I � � � , „-- - :-_ - ,---=- >, . :>. . � . .- -. .:, ,,. , , ,,. .. - I i � I 7.4.1.3 An acecuted nonforeign person affidavit in the form required under Section 1445 of the Internal Revenue Code. '7.4.2 Buyer's Documeuts. At Closing, Buyer shall deliver to Escrow Agent the following funds,instruments a�}d documents: 'Z.4.2.1 The balance of the Cash P�chase Price 'vi accordance with Section 3; 7.4.2.2 The executed rea] estate excise tax affidavit refereiiced iit Section 8.4.1.2 above. 7.5. Possession. Buyer shall be entitled to possession of the Propertyupon Closu�g. 7:6 Buyer's Conditions for Closing. Notwithstanding any oUier provision of tlus Agreeme��t, Buyer shall have one hundred twenty (120) days co�nmencing on Mutual Acceptance of the Ageement to either satisfy all of tl�e following conditions,: 7.6.1 Receipt of written approval by the City from the King County Flood. Control District (KCFCD) foi the City to use a portion of the City of Auburn's allocation of KCFCD Sub-regional Opportunity F�nds to pay the purcUase price for tlie Property as established in Secrion 3 of this Agreement. � 7.6.2: Adoption of a Resolution of the Aubum Ci_ty Council appmving the purchase azid ratifying and confinning the Mayor's acpons in connection with this Agreement. ' or tl�e Agreement shall expire. 8. Reserved. 9. Tide Insurauce: As sooil as available after Closing, Seller shall �rovide the Buyer a Title Policy,dated as of the Closing Date, subject only to the Permitfed Exceptions. 10. Representations and W�+rrazities. 10.1 Seller's Represeutati6us and Wannnties. [n addifion to any other representations or warranties o£ City elsewhere in tlus Agreemeut, Seller represents and wa�rants to Buyer now, and as of the Date of Closing, thaf: 10.1.1 Autl�oiity. That fhe Seller has full power and autltority to execiite this Agreement and perfon[t Seller's obligations heseunder; and all necessary action to autl�orize this transaction has bean taken, except as specifically provided herein. Pnget Soui�d Energy/City of Auburn Purchase a�id Sale Agreement March 2�2015 Page 8 of 18 . ...,_., � . , r I �..:::..- '..-�::::., .'..I .. .� ::,i . � .-i .. � : ":-.i . ..,.. I�. '..,... .. �.. . . .�. I " "_ ... ly l0.L2 Hazardous Substances. Seller has not received notification of any ldnd from any ' I' govemmental agency suggesting that the Property is or may be targeted for a Hazardous � i Substances cleanup; to the besf of Seller's lmowledge the Property htis not been used (a) i for Aie storage, disposal or dischazge of oil, solvents, fuel, chemicals or any type of toxic; ; , dangerous, hazardous or biological waste or substance (collecfively, "Hazardous j Substances"), or (b) as a laqdfill or waste disposal site; to the best of Seller's knowledge i the Property has not been contaminated with any Haaazdous Substances; and to the best i of Seller's knowledge,there are no underground storage.tanks on the Property. 10.2 Buyer'9 Representations and Warranfies. In addition.to any other representations � and werranries of Buyer elsewhere in this Ageement, Buyer represents and warranu to i Seller now, and as of the Dute of Closing tUat, subject to Section 7.62 of this Agreement j (a) Buyer has full power to execute;deliver and carry out the terms xnd provisions of ttris { Agreement, and has taken all necessary action to authorize the execution, delivery azid � performance of this Agreement; and (b) the individual executing this Agreeuient on ; behalf of Buyer l�as the authority to bind Buyer to the terms and conditions of this i Agreement. I i 11. Maintenance ofProperty;Risk of Loss,Condemnation. i 11.L Maintenance of Property. From the date of tliis Agreement until the Closing Date I (or any earlier.termination of this Agreement), Seller agrees to maintain the Property in i substantially the same condition existing as of the date hereof, ordinary wear and tear, f damage by cesunity excepted. � , i T2. Default. ; � � 12.I Time of Essence. Time is of the essence of this A�eement. F � ]2.2 Seller's Remedies for Buyer's Default or Failwe to Close. If Buyer fails to � complete the purchase of the Property in accordance with tliis Ag�eement, Setler shall � have and may enforce the following exclusive remedies: (a) seek specific performance; (b)retain the Deposit as liquidated damages; or (c) seek rescission of this Agreement and f ' retain the Deposit. . Buyer hereby waives U�e rights and benefits of any law, rule, I ' regulation or order now or hereaf4er exisfing that would allow Buyer to claim a refund of � i the Deposit as uneerned eamest money, a penalty or for any other reason except defanit ', by Seller. � � I ' 123 Buyer',s Remedies for Seller's Default. If Seller fails to complete the sale of the Property in accordance with this Ageement, Buyer sl�all have and mey enforce the � ', following exclusive remedies: (a) seek specific perfotmance; (b) tenninaie this I ' Agreement, receive a refund of the Deposit; oi�(c) seek rescission of tlris Ageement and j ', receive a refund of t]�e Deposit. I ' Puget Sound Energy/City of AuUuin Purcl}ase and Sale Agreement i March 2,2015 I Page 9 of 18 I f }3. Notices. All nodces, de�nands and other comnrunications required or permitted to � be given hereunder shall be in writing, and sHall be sent by personal delivery (including 'I by means of professional messenger or courier service) or registered or certified mail, postage-piepaid, return-receipt requested, or by email at the addresses provided berein. Notice shall be deeined to have been given if personelly delivered or senY by email, upon receipt, if sent by�nail, two (2) days after duly deposited in the U.S. Mail to all.of the addtesses designated for such party. I I I i I Puget Sound Energy/City of Aubum Purchase and Sale Agrcement Mareh 2, 2015 Page ]0 of 18 , ,., >. _:. ,:;:-.: - _; , r.._ _ . _ :-. __ . . ,::..� , ... .. { i , � i The parties' respective addresses for norices aze as follows: � If to City: City of Auburn 1 Community Development and Public Works Deparhnent ' , 25 West Main Street j Aubum,4VA 98001-4998 �I Attn: Cluis Andersen, Env�romnental Services Manager ! Entail: candersen(�a.aubumwa.¢ov � i With copies to: City Attomey's Office � City of Aubum i 25 West Main Streef � Aubum,WA 98001-4998 Attn: City Attomey = Email: dlieid@auburnwa.eov i If to Seller: � Tun Reinertsen Realty Marketing/Northwest � 522 SW Fifth Avenue � Portland, OR 97204 � timC�nnw-auctions.com � � With copies to: I Puget Sound Energy � � 10885 N.E.4`h Street ; I Attn:PSE-1 OS /N. Floros j � Bellewe,Washington 98004-5591 i � nick.floros cGJpse.com ! � i Norice of cl�ange of address shall be given by written notice in the manner detailed.in this i Section ]3. � � ]4. General. � I 14.1. Entire Agreement. This is fl�e entire agreement of Buyer and Selle�• with respect to � flie matteis covered hereby and snpersedes all prior agceements between them, written or I oral. This Agreement may be modified only in writing, signed by Buyer and Seller. Any i waivers hereunder must be in writing. No waiver of any right or remedy in the evenY of i default hereundei shall wnstitute a waiver of such �ight or remedy in the evenf of any i subsequent default. This Agi•eement shall be govemed by the laws of the State of j , ! I Puget Sound Energy/City of Aubum Purchase and Sale Agree�nent � March 2,2015 i Page 1 I of 18 I � I i � - ,._. .-_ - , . �:_. .. s.= -- ,._: , � Washington. Venue for disputes under this ageemenf shall lie with the SuperioT Court of ' King County, Washington. ' 14.2 No Third Pazty Beneficiaries/Severability.This Agreetnent is for the benefit only of i the parties hereto and shall inure to Yhe benefit of and bind the lieirs, personal representatiyes, successors and permitted assigns of the parties bereto. The iavalidity or unenforceability of any provision, of tlus Agreement shall not affect the validity or �! enforceability of any other provision hereoE This A�eement may be executed in , counterparts, each of wl�ich shall be deemed an original, but all of which together shall constitute one and the same instrument. i I5. Attomeys' Fees. In flie event snit or action is instituted to inte[pret or enfotce the I terms of this Agieement, the prevailing party�herein shall be eutitled to recovei from the � other party such swn as the Coin-t may adjudgeseasonable as attomeys' fees, n3cluding � fees incuired af lrial, on a��y appeal and in any petition for review. ; 16. Reservation of Police Powei•. Notwitkistaztding anything to the contrary sef foith , herein, Seller understands and aclrnowledges 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 dus Agreement. 17.. Exhibits. Exhi6it A attacl}ed hereto is incorporated lierein as if fully set forth. SIGNED in.duplicate originaL as of tl�e date first above written. ' CITY OF AUBURN PUGET SOUND ENERGY �/�iG1-A,•, ' ancy Ba s Brett Bolton . , Mayor, Ci f Auburn Mauager Real Estate ', Puget Sound Energy, Inc. ' Attest: ����� Daruelle Daskani, City Clerk ' Puget Sound Energy/City of Aubum Purchase and Sale Agreeuient March 2,2015 Page 12 of IS ,:.: , , .:: ,... - - , . . . .. . � , � � � Approved as to fo . � � ;� i D . Heid,A ity Atto � ' i ; EXAIBITS Exlubit A, Quif Claim Deed i I I I I � i i i � � � � i, � i I i I � � I I � i i _ I�. � Puget Sound Ene��gy/City of Aubum Purchase and Sale Agreemeut March 2,2015 ; Page 13 of]8 � I ,.: .. .-- � -., •..., ,., � Quit Claim Deed �� REFERENCE#: I GRANTOR: Puget Sound Energy, Inc. ! GRANTEE: � LEGAL DESCRIPTION: ASSESSOR'S PROPERTY TAX PARGEL: THE GRANTOR, PUGET SOUND ENERGY, INC., a Washington corporetion,for , and in consideration of Ten and NO/100 Dollars ($10.00) and other good and yaluable � consideration, in hand paid, conveys and quit claims to ihe City of Auburn, a Municipal corporation of the State of Washington, (°Grantee")the following described real estate, situated in the County of King, State of Washington: Legal Description attached Fiereto as Exhibit A and by reference made a part hereof. ; SUBJECT TO`. Easements, restrictions, reservations, covenants and agreements. , I Dated , 20— ' PUGET SOUND ENERGY, INC. �, By: Puget Sound Energy/City of Auburn Purcl�nse and Sale Agreement March 2,2015 Page 14 of 18 .,.... .. -z.- .. �- � -�,r ,i ..:._. -__- ' ,�:-_ ... .,L. , __ ....r.- . . . _ ' _ I 'a STATE OF WASHINGTON ) ) SS. COUNTY OF KING ) ' � On this day of , 20J before me, the undersigned , to me known to be the of PUGET SOUND ENERGY, INC., the corporation tFiat executed the foregoing instrument, and acknowledged the said instrument to be the free and vo.l.untary act and deed of said � ; I corporation, for the uses and purposes therein mentioned, and on oath stated that he is I j authorized to execute the said instrument. I � WITNESS my hand and official seal hereto a.ffixed the day and year first above j ; written. ( ; i 1 ' . Print Name f ' Notary Public in and for the State of Washington, residing at i My appoinfinentexpires I � � , � . : � i ' � � ; � i ; r i � , I i � i I � I I ; � I � � � Puget Sound Energy/City of AubimrPurchase and Sale Agreeu�ent, March 2,2Q15 I Page 15 of 18 I � � � i -.:... . . .:.;... - .:�.. -.--..:� --..-'.:�. i �. ..-..::. �.r_..;: .,... . . �:.-.:: .«..--,_•, ,i . ,_,..,. - . . ��.� . .. �_ " "." id STATE OF ) )ss. Coduty of ) I I STATE OF WASfllNGTON ) i )ss. � Counry of King ) I certify that I know or have satisfactory evidence that is the persou who appeared before me; ead he eclrnowledged'thnt he signed this instrum�t es Ivs free and voluntary act for the uses end purposes mentioned in this inshumenc , Dated 'i Notery Public in and for the State of residing af '� My�appointment expires STATE OF ) )ss. Counry of ) ; i STATE OF WASHINGTON ) �59. Cowty of King ) I certify that I know or haye sulis£actory evidence that is the peison who appeared before�me,and she acknowleclged fhat she signed Uus instninient as her fi�ee a�id volnntary ace for the �'- � uses aod pmposes mentioned in this insWment. j Dated i Notery Public in aud for the State of ' residi¢g at My appoui�ient expins Exlribit 1 —Legal Description. Puget Sound Energy/City of Aubum Purchase and Sale Agreemcnt ' March 2,2015 Page16of18 � � i i- � � Exhibit 1 � L,egal Desaiption , Parcel A; That portion of Lots I, 3, 4, 5, 6, 11, 12, 13, 14 and.15,The Parker Homestead, according � to the plat thereof, recorded in Volume 8 of Plats, Page 51, records of Kiug County, , Washington, described as follows; � Begiuuing at the north 1/4 comer of Section 31, Townslup 21 North, Range 5 East, W.M:, thence south 89°49'20" west along the north line of said section 127.71 feet; i thence south 41°20'16" west 615 feet more or less to a point on the east boundary of said � Lot 6 end the true point of beginning; thence continuing south 41°20'16" west to a point { � 1436.51 feet from said nordi]ine of said section as measured along said line;thence south � 44°O!'28" west 215.03 feet; thence south 16°10'48" west ,151.59 feet; thence south � 46"28'S2" west 115.24 feet; thence soudi 26°27'43" west 246.55 feet; thence south 63°21'45" west 695 feet,.mbre or less, to the east boundary of the west 500 feet of said �I I.ot 14; thence southwesterly along the sonth bank ot Stuck River to a point on the west line of said section.31 a distance of 359 feet north of tkie west 1/4 corner thereof, thence ' north 00°45'l0"east along said west line 960 feet,moce or less,to a point south 00°45']0" � I'I west 54.22 Feet from Uie intersection of Uie easLmargin of PSH #5 with the west line of � said section 31; thence south 89°14'S0" east 50 feet; thence south 00°45'l0" west 471.82 � feet; thence north 50°50'O1" east l018.8,1 feet; theuce north 42°30'49" eest 376.31 feet; ! thence north 33°31'l0" east 581.74 feet; thence north 32°29'39" east 173.71 feet; thence � north 36°51'24" east 242.90 feet to a point wluch is 30 feet sodth of the north line ofsaid � section, as measured at right angles to said north line and being the south margin of 41 st � Streef S.E.; thence nottU 89°54'03" east along said maian 380 feet, more or less, to the � northeast comer of said Lot 6; thence souffi.along the east boundary thereof 435 feet, more or less, to the true point of beginning. I Except that portion desaibed as follows; I Beginning at the northwest comer of said section 31; tlience south 00°45'10" west along tl�e west line of said secdon 31 a distance of 30 feet; thence south 89°54'03" east parallel � to the.north.line of said section 31 a distance of240.15 feet; thence south 00°28'27" west ' paralle] to tlie easf margin o£"A" Street S.E. right of way(Old PSH #5) 200 feet; thence i nortl� 89°54'03" west 200 feet to die east margin of said Street; thence south 00°28'27" j west along said margin 725.43 feet to a.point of a curvature to the,right with a radius of i 985 feet of which the. radial center wluch bears nortl� 89°31'33" west; thence I sout}iwesterTy along said curvature 302.53 feet; thence south.00°45'10" wcst 54.22 feet to the hve point of beginning; tUence soutb 89°14'SO" eest-50 feet; thence south 00°4570" west 471.82'feet; flience soutl� 39°09'S9" east 70 feet; thence south 50°50'O1"west 123.76 feet to the west line of said secrion 31; thence northerly along said west line to the true point of beguvung. Puget Sound Energy/City of Auburn Purcl�ase and Sale Agreement Mareh 2,2015 Page 17 of]8 , I i Except that portion; if any, lying within N.E. 41 st Street. I Parcel B; That,portion of Lot 1 City of Aubum Short Plat Nwnber SP 1-83 as recorded tiuider recording nwnber 8305 L20301 ,lying southerly of I.ot 2 of said Short Plat and said Short Pl¢t is described as follows; The south 1/2 of the southeast guarter of the southwest ', querter of Section 30, Township 21 North, Range 5 East; W.M. in King County, Washington; except that portion thereof lying south8asterly oF a line descdbed as follows; beguning at a point on the south line of said southwest quarter 127.71 £eet west of the southeast corner of sai�l southwest 1l4; tlience north 41°20'15" eest 100.75 feet; thence north 44°31'40" east 87.09 Feet to a point on the east line of said southwest 1/4 and tlie tetminus of said]ine. ;. Except that poition,if any, lying witliin'N.E.41st Street. Also knowv as a portion of City of Aubum Lot Line Adjustment numbet LLA-001 I-92 � es recorded undez recording number 9209281726. Parcel C; Tht+t portion of King County Assessor Parcel Number 302105HYDR that is Uounded on the Easl by the East sectional line of the SW '/ of SE '/. of 30-21-05. i Puget Sound&nergy/City of Aubmn Purcl�ase and Sale Agreement March 2,2015 Page 18 of]8 Form 22Y �Copydght 2001 Ezleneion ol Closing Date Northweet Multlple LlsdnO 6ervlce Rev.OBlO1 ALL RIOHT6 REBERVED Pepe t of 1 EXTENSION OF CLOSING DATE ADDENDUM The following is part ot the Purchase and Sale ABreement dated 3/3/2015 , 1 belween City oP Auburn (°Buyer") 2 and 8uaet 8ound Enerav ("Seller") 3 concerning 1404-103, RiAg COUnty, WA ("th0 PI'OpBfly") 4 1. EXTENSION OF CLOSINti DATE.The perties hereby agree to extend the Closing Date set forth fn the AgreemeM 5 unlll July 31. 2015 6 I 2. OTHER DATES. In additlon,ihe parHes hereby agree lo modify other datea set forth In the Agreement as follows: 7 I �10N£ 8 9 � _. _ . 1O i 11 i 12 � 13 ' � �q I 15 i 16 _ _ 17 � �� I � I I ALL OTHER TERMS AND CONDITIONS of the Agreement remain unchanged. 18 i Initlals: BUYER� : • • /� SELLER:- DATE: 19 �'��. TE: SELLER: DATE; 20 �Realty MazketinglNorth t,3223 lh Avenuq p1230 Portlund,OR 97209 Phonc(800)433-4669 ox; �- � -SlieronPccJe Undtlnd Protluced wlth zlpFarm�by zlpLOglx 19U70 Fllleon Mlle Raa0.F�eear,Mkhlpan 4B02B IySri7LilpLpylX,qpm Attachment A PSE White River Property _ ��,_,,,�� ��„� .:��� � � 7:•.'F 7' .I r.f. _ . .. ' ' �.t� .%lp� , - � � 1 ' `'' '�q ,•s`:� ; , ,� `_ si �,e , APN 302105HYDR . � � . na�se � r`�� - � ' r� + ��' r iy' � � _ . . `� � �� i y'j�' _ _ . ' —- _ ��Q • ' 3920A ` g r' � _. 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'� - � i�� .� 1'��. � .: ' t�° RDSE _ c�. r '"�T� . ,iqlJ� � � � d�_p rt- I: �� i��'��� � ���P:1H0�����C _ .. f t irintM DateJ/1Vt015 N MaP(rea[eE bY Ciry o(AuW m eG15 Intoimanm s�own Is for general re(errnce purpous mry ane tices not necesunly ,N � represmc eract geograph{c ar carcogaphic -- tlata as mappetl.The CitY�/�um makes no wamnry as to ils a<aacy.