HomeMy WebLinkAboutResolution 4229 TransferSale AgreementRESOLUTION N0.4 2 2 9
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF AUBURN, WASHINGTON, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A REAL
ESTATE TRANSFER/SALE AGREEMENT BETWEEN THE
CITY OF AUBURN AND RAYMOND LAZOR AND NANCY
LAZOR AND HAROLD GAMBINI AND EXECUTE A
COMPANION AGREEMENT, A SUBLEASE AGREEMENT
BETWEEN THE CITY OF AUBURN AND HAROLD
GAMBINI
WHEREAS, City of Auburn is working with property owners to promote
revitalization of the downtown core area; and
WHEREAS, Harold Gambini ("Gambini") and others are the owners of
certain real property located in the City of Auburn; and
WHEREAS, the City of Auburn desires to enter into a Real Estate
Transfer/Sale Agreement with Gambini whereby the City would acquire certain
property owned by Gambini, tied to the City's downtown revitalization efforts; and
WHEREAS, Gambini desires to sell this property to the City of Auburn in
exchange for funds and assignment of leases as set forth in the Auburn Sound
Transit Station Sublease Agreement; and
WHEREAS, Gambini recognizes that the Real Estate Transfer/Sale
Agreement is subject to the approval of the Auburn Sound Transit Station
Sublease Agreement and that the Real Estate Transfer/Sale agreement and the
Auburn Sound Transit Station Sublease are given in consideration of each other.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows:
Resolution No. 4229
August 21, 2007
Page 1 of 2
Section 1. The Mayor of the City of Auburn and the Auburn City Clerk
are hereby authorized to execute a Real Estate Transfer/Sale Agreement and
Auburn Sound Transit Station Sublease Agreement between the City of Auburn
and Harold Gambini which agreements shall be in substantial conformity with the
agreements, copies of which are attached hereto, marked as Exhibit "A" and "B"
respectively and incorporated herein by this reference.
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 it`µ' day of �� , 2007
ITY
h
PE ER B. LEWIS
MAYOR
ATTEST:
Q/fjb"�
Da I e E. Daskam, City Clerk
B. Heid; City Attorney
Resolution No. 4229
August 21, 2007
Page 2 of 2
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REAL ESTATE TRANSF8R/SALE AGREEMENT
This agreement made and entered into this fourth day of September, 2007, by
and between the City of Auburn,. a municipal corporation, organized under the
Optional Municipal Gode,_T Ue.35A RCVS/, hereinafter -referred -to -as- 'Auburn" and
Raymond Lazor and Nancy Lazor, husband and wife, and Harold Gambini, a single
man, hereinafter referred to as "Gambini'.
Whereas, Gambini is the owner of certain real estate located in the City of
Auburn, legally described as Lots 3 and 4, Block 6, Town of Slaughter, according to the
Plat thereof, recorded in Volume 2 of Plats, page 50, records of King County,
Washington, tax parcel 781570-0290 and 781570-0295, and
Whereas, Gambini desires to enter into a sale of the above described property In
exchange for funds and an assignment of leases as set forth below, and
Whereas, Auburn desires to redevelop the property described above, and
surrounding properties as part of a revitalization of the City, such work to be done by the
third party, and
Whereas, for the revitalization effort is necessary to acquire the property set forth
above, and
Whereas, if is for the benefrf of public health, safety and welfare of the City of
Aubum that Auburn acquire the subject property for the purposes of the revitalization
effort, and
Real estate Transfer/Sale Agteernent (B/21/07) -1—
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Whereas, the assignment and/or subleases of commercial space and parking.
spaces is allowable- under the agreement. between Sound Transit and the City of
Auburn, and
Whereas, the parties recognize this agreement is subject to surpiusing the
certain property interest or the City of Auburn and approval by Auburn City Council.
tVow, therefiore, based upon mutual covenants to be derived the parties
agree as follows:
1. Real Estate Sale: Gambini agrees to sell, and Auburn agrees to purchase,
that certain real estate as legally described above. At the time of closing the seller shall
provide a Statutory Warranty Deed providing that the property Is free and clear of all
lIons and encumbrances.and seller shall provide a policy of title. insurance insuring that
the subje%ct property is free and clear of all liens and encumbrances at a value of
$11800t000roo.
2. Consideration: At the time of closing Auburn shall pay to Gambini th9 sum of
$1,125,000.00, cash at closing, plus provide assignments and/or subleases to those
commercial properties existing on the ground floor of the Sound Transit Station, Auburn,
Washington, together with 42 parking. spaces located in the Sound Transit Terminal.
Aubum agrees to remove the costs of security from. the triple net expenses charged
back to the tenant,
3. tnvoluniary Conversion: The parties agree chat the property subject of this
sale is a part of an area -wide revitalization program, and that as a part of that program,
properties are being assembled by private property owners and developers for
Real Estate Transfer/Sale Agreement (8/21/07) • 2 -
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economic development. Separate and apart from that, however, the subject property is
targeted to be a part street improvement program, identified as the Promenade
Program, whereby improvements would , be made to certain public rights -of -way to
enhance the public sidewalk, if the subject property were not sold, so as to make it
available for development as part of the area -wide revitalization program, it may
nevertheless be subject of condemnation in so far as the Promenade program could
require taking of some or all of the subject property for that purpose. Toward that end,
Gambini's position is that the subject property is being sold under threat of
condemnation and he intends to qualify as involuntary Conversion as defined by the
IRS.
4: Closing: This transaction shall close.on or before September 15, 2007 or such
other date as the parties may mutually agree.
8. Contingencies: This agreement is contingent upon Aubum declaring as
surplus the interest in the Sound Transit lease space and the 42 parking spaces and the
approval by the Auburn City Council of this agreement and no objections by Sound
Transit, and approval by the Auburn City Council of the sub -lease agreement for the
premises at the Sound Transit facility.
6. Assignment: The parties to this agreement may assign their interests. This
agreement shall be binding on the heirs, successors and assign of the parties.
7. Closing Costs: Gambini shall pay costs of title insurance premium and tax
and Auburn shall pay excise tax. Escrow fees to be divided between the parties. Real
estate taxes and utilities will be pro -rated to the time of closing,
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8. Earnest Money: Auburn shall deposit $10,000.00 earnest money into escrow,
mutually agreed upon by the parties, upon
by City Council, whiohever occurs last,
Attested:
a iDaskam
City Clerk, City of Auburn
Form:
City Aftomey, City of Aubum
declaring of surplus and approval
Petg Lewis
Mayor, City of Auburn
Nancy Lazor(/8eller
Dated: GqLw 7
Harold Gambt t r
Dated: —7-0
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