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HomeMy WebLinkAbout10-01-2007 ITEM VIII-B-5CITY OF - URNAGENDA BILL APPROVAL FORM WASHINGTON Agenda Subject: Date: Resolution No. 4247 October 1, 2007 Department: Attachments: Budget Impact: Human Resources Administrative Recommendation: City Council adopt Resolution No. 4247. Background Summary: Resolution No. 4247 authorizing Mayor and City Clerk to execute a Purchase and Sale Agreement between the City of Auburn and Atlantic Services, Inc for real property. S1001-2 A3.13.4 Reviewed by Council & Committees: Reviewed by Departments & Divisions: ❑ Arts Commission COUNCIL COMMITTEES: ❑ Building ❑ M&O ❑ Airport ® Finance ❑ Cemetery ❑ Mayor ❑ Hearing Examiner ® Municipal Serv. ❑ Finance ❑ Parks ❑ Human Services ❑ Planning & CD ❑ Fire ❑ Planning ❑ Park Board ❑Public Works ❑ Legal ❑ Police ❑ Planning Comm. ❑ Other ❑ Public Works ❑ Human Resources ❑ Information Services Action: Committee Approval: ❑Yes ❑No Council Approval: ❑Yes ❑No Call for Public Hearing Referred to Until Tabled Until ! / Councilmember: Backus Staff: Heineman Meeting Date: October 1, 2007 Item Number: VIII.B.5 AUBURN* MOILE THAN YOU IMAGINED RESOLUTION NO. 4 2 4 7 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 ATLANTIC SERVICES, INC FOR REAL PROPERTY WHEREAS, the City of Auburn owns a piece of certain real property commonly known as 3016 Auburn Way North, in Auburn, Washington that the City no longer needs for municipal purposes and surplused it under Resolution 4238; and and WHEREAS, Atlantic Services, Inc. desires to purchase said property; WHEREAS, the City of Auburn and Atlantic Services, Inc. have negotiated an agreement which 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 an Agreement between the City of Auburn and Atlantic Services, Inc. for 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. Resolution No. 4247 September 24, 2007 Page 1 of 2 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 , 2007. CITY OF AUBURN PETER B. LEWIS MAYOR ATTEST: Danielle E. Daskam, City Clerk TO FORM: niel B. Heid, City Attorney Resolution No. 4247 September 24, 2007 Page 2 of 2 �. ..r � �•, ,�N -1111 111UVIVVUVU 4L5 ddt tMS 3 p.2 REAL ESTATE PURCHASE AND SALE AGREEMENT CITY OF AUBURN AND`�L�(�,9 -THIS AGREEMENT is made and entered into by and between the purchasers, CITY OF AUBURN (the "City"), and 6aLALin_t -zt-F�k��-� (°the Buyer"). WITNESSETH: tAx, Whereas, the City owns a certain piece of real property that it no longer needs for its municipal functions and is being surplused, and the Buyer is desirous of purchasing: and Whereas, the City had the property appraised and is willing to sell the property to the Buyer for said appraised value.. 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 City shall sell, convey and transfer to the Buyer and the Buyer shall purchase, acquire and take from the City, the real property legally described as follows, and generally know as 3016 Auburn Way N., Auburn, WA 98002 Lot 2, City of Auburn Short Plat Number SPL0001-96, recorded under Recording Number 960531424, records of King County, Washington King County Tax Parcel Number 000100-0420-05 2. EARNEST MONEY DEPOSIT. The Buyer agrees to pay herewith TUVS 8VID US Dollars ($-f tart �Q= .00) as earnest money, in the form of Q-�,:NL_oc-to be deposited with the closing agent as part payment on the purchase price, payable to the City upon closing, subject to the conditions set forth herein. 3. PURCHASE PRICE. The purchase price for the Property is One Million One Hundred Thousand US Dollars ($1,100,000.00). The parties acknowledge that at the purchase price represents the fair market value of the Property. The agreed upon amount is payable by AiJ-rat closing. 1 �cN i v vu. -r N Zvi ii i U i iuc1 wuvu 42tD t5t55 tD:ib;i p.3 4. CLOSING. The closing date and place shall be mutually agreed upon by the parties_ Both parties shall be responsible and entitled to have all closing documents reviewed by their own counsel or agent prior to closing. 5. CLOSING DOCUMENTS. At the closing, the City shall produce and execute a Warranty Deed (The "Deed"), duly executed and acknowledged in a recordable form, conveying to the Buyer, 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 Cities, and all other documentation reasonably appropriate for the sale. 6. EXPENSES. A. Expenses of the City. The City shall pay: (i) real estate taxes prorated to the date of closing, if any; (ii) all assessments, liens, mortgages, deeds of trust or other encumbrances (i.e. real estate excise tax), if any; (iii) the City's attorney fees; and (iv) all other expenses incurred by the City which relate to the Property; (v) title insurance premiums. B. Expenses of the Buyer. The Buyer shall pay: (i) all recording fees; (ii) their attorney fees; (iii) real estate taxes due after the closing date, if any. 7. POSSESSION. The City shall deliver possession of the Property to the Buyer on the date of closing. 8. TIME. Time is of the essence of this Agreement. 9. TITLE EXAMINATION. This Agreement is subject to and conditioned on the City providing to the Buyer clear title to the real property, 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 City. In the event that the City is unable to cure any title encumbrances which are unacceptable to the Buyer, the Buyer may at Buyer's 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 the City shall use all reasonable efforts and expend reasonable sums as may be necessary to cure the objections of the Buyer. If the objections to title are not cured on or before the closing date, as postponed, the Buyer may terminate this agreement or waive the objections to title. 10. HAZARDOUS WASTE. To the best of the City'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 surface and ground water conditions, and that during the time in which the City owned the property, neither the City nor, to the best of the City's knowledge, any third party has used, generated, stored, or disposed of, on, under; or about the property or transported to 2 Jep I ( U / UJ .'+ I P JUriri u11Ue1wUVU 4L�D =D �DOU,5 p q 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 City will indemnify and hold harmless the Buyer from all required remediation, damage, claim or loss (including attorney fees incurred in defending any claim) arising from the placement, storage, disposal or release of any Hazardous Materials during such time as the City 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 City to the Buyer for the property. If prior to the closing date the Buyer discover that the property contains any Hazardous Waste, of which it has not been previously advised, the Buyer may terminate this Agreement, and the Earnest Money shall be returned to the Buyer. 12. 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 Q d v>-(- c� City of Auburn Human Resources Department 25 W. Main St. Auburn WA 98001 Buyer M AIZ-V C�-iAv-2)zC CKc9`_,St'11i� Vj 1-�-O_A p TA (- 's ta- C,\ 1 CC- V0 _C- V 0 T1__6N -a 1 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. 13. 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. K, tcp i I U vj.wcN 'Jviiii viiuCiwvUu '+LO 000 OJOJ P. 14. BINDING EFFECT. Ail 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. 15. CITY COUNCIL APPROVALS, The Buyer acknowledges that this Agreement does not bind the Cities until (1) the Mayor of the City of Auburn, executes the Agreement and (2) the Auburn City Council approve the Agreement. 16. DISCLOSURE STATEMENT, The City shall, within five (5) days of the Buyer's accepting this Agreement, deliver to the Buyer a completed, signed and dated Real Property Transfer Disclosure Statement substantially in the form set forth in RCW 64.06.020, if applicable. The Buyer 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. If the Buyer elects to rescind the Agreement, the Buyer will deliver written notice of rescission to the City within the above three (3) business day period, or as otherwise agreed. Upon delivery of a rescission statement, the Buyer shall be entitled to immediate return of all deposits and other consideration paid to the City. If the Buyer does not deliver a written rescission notice, the Real Property Transfer Disclosure Statement will be deemed approved. 17. DEFAULT AND ATTORNEY'S FEES. In the event that any party fails, without legal excuse, to perform any obligation under this Agreement, then the other parties may, at their option, bring suit against the party failing to perform for the other parties' actual damages, or pursue any other rights or remedies available at law or in equity. If one or more parties institute suit concerning this Agreement, the prevailing party or parties shall be entitled to court costs and reasonable attorney's fees. In the event of trial, the court shall fix the amount of the attorney's fees. Venue of any suit shall be in Pierce County, and this Agreement is to be governed by the laws of the State of Washington. 18. 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. 19. TIME LIMIT FOR ACCEPTANCE. The City offers to sell the property on the above terms and conditions. The Buyer has until midnight of , 200 to accept this offer (if not filled in, the day following the Citiy's signature date below.) Acceptance is not effective until a signed copy hereof along with any earnest money is M oNI I v i v.J.-T�N 'JUi ii 1 Ui iuci wuUu 42b MD bM5 J p actually received by the office of Closing Agent. if this offer is not so accepted, it shall lapse. // 20. ASSIGNMENT. No party to this Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of tbie other parties hereto. � I'' PV- "TO 't -SC 21. AMENDMENT, MODIFICATION OR WAIVER No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect L unless made in writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver by any party of any default of another party shall not effect or impair any right arising from any subsequent default. Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this Agreement. 22. INDEMNIFICATION. Each party hereto ("Indemnifying Party") shall indemnify, defend and hold harmless the other parties hereto and their officers, agents and employees, or any of them ("Indemnified Party or Parties") from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, including attorney fees, by any reason of or arising out of the act or omission of the Indemnifying Party, its officers, agents, employees, or any of them relating to or arising out of the performance of this Agreement except to the extent a court of competent jurisdiction finds that the claim, action, suit, liability, loss, cost, expense, or damage is caused by the Indemnified Party or Parties. If a final judgment is rendered against an Indemnified Party or Parties, or jointly against an Indemnified Party or Parties and the Indemnifying Party, the Indemnifying Party shall satisfy the same to the extent that such judgment was due to the Indemnifying Party's negligent acts or omissions. 23. CAPTIONS, HEADINGS AND TITLES. All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply. As used herein, where appropriate, the singular shall include the plural and vice versa and masculine, feminine and neuter expressions shall be interchangeable. Interpretation or construction of this Agreement shall not be affected by any determination as to who is the drafter of this Agreement. this Agreement having been drafted by mutual agreement of the parties. 24. SEVERABLE PROVISIONS. Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 25. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. 5 —F i, U r "—p —111 v i U c i vv U— `FLJ UUU JJUJ P. / 26. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. 27. SIGNATURES: ►�//J /ice. ! �� i1 % i Datef- ACCEPTED this i day of , 2007 BUYER ,0 �-, (print me (i-- ) '7`-- r) q - Date R, ATLANTIC SERVICES, INC. P.O. Box 3601 4202 1347H Avenue NE Bellevue, Washington 98005 Tel 425 883 2662 Fax 425 885 5363 Email: johnw@_junderwood.com September 17, 2007 Via fax and USPS Ms. Brenda Heineman City of Auburn 25 West Main Auburn, Washington 98001-4998 Re: REPSA 3016 Auburn Way Dear Ms. Heineman: I enclose herewith the following documents: 1. REPSA City of Auburn to Atlantic Services, Inc. 2. Check number 1626 payable to Chicago Title Insurance for $10,000 Earnest Money 3. Copy of current corporate license for Purchaser Presumably these instruments meet with your requirements for this transaction. If not, please let me know your needs. In the reasonably near future I will need the following: 1. Copy of survey noted as exception #10 on Chicago Title report #1056563 2. Supplemental Report to #1056563 deleting exceptions # 3, 5,6,7 and 8, and Note 1 3. Copy of easement, covenant, and agreement noted as exceptions # 1, 2, and 3 of Report #105656 I will be assigning this REPSA to a new single purpose LLC to be formed sometime before closing. I will expect to close on December 30, 2007. ATLA C SERVICES, i By t 6uW'z- ohn erwood, President REAL ESTATE PURCHASE AND SALE AGREEMENT CITY OF AUBURN AND ' L. P g,6M/J ( Ems, 1 AUC., THIS AGREEMENT is made and entered into by and betf�;peen the purchasers, CITY OF AUBURN (the "City"), and /�-TL_'l \ C _ � � ` "("the Buyer"). WITNESSETH: Whereas, the City owns a certain piece of real pr` pft thaM longer needs for its municipal functions and is being surplused, and the Buyer is de of purchasing; and iy %1 Whereas, the City had the property appraised and is willing to sell the property to the Buyer for said appraised value.. 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. Cityshall sell, convey and transfer to the Buyer and the Buyer shall purchase, acquire and take from the City, the real property legally described as follows, and generally know as 3016 Auburn Way N., Auburn, WA 98002 Lot 2, Ott of Auburn Short Plat Number SPL0001-96, recorded under Rer 960531424, records of King County, Washington ng County Ta_ ., 9" rcel Number 000100-0020-05 2. 'MNEST 1i EY DEPOSIT. The Buyer agrees to pay herewith US Dollars ($6,.660�—".00) as earnest money, in the form of C43, to be deposited with the closing agent as part payment on the purchase pria6ffayable to the City upon closing, subject to the conditions set forth herein. 3. PURCHASE PRICE. The purchase price for the Property is One Million One Hundred Thousand US Dollars ($1,100,000.00). The parties acknowledge that the purchase price represents the fair market value of the Property. The agreed upon amount is payable by A U- ��" at closing. 1 4. CLOSING. The closing date and place shall be mutually agreed upon by the parties. Both parties shall be responsible and entitled to have all closing documents reviewed by their own counsel or agent prior to closing. 5. CLOSING DOCUMENTS. At the closing, the City shall produce and execute a Warranty Deed (The "Deed"), duly executed and acknowledged in a recordable form, conveying to the Buyer, 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 Cities, and all other documentation reasonably appropriate for the sale. 6. EXPENSES. A. Expenses of the City. The City shall pay: (i) real estate taxes prorated to the date of closing, if any; (ii) all assessments, liens, mortgages, deeds of trust or other encumbrances (i.e. real estate excise tax), if any; (iii) the City's attorney fees; and (iv) all other expenses incurred by the City which relate to the Property; (v) title insurance premiums. B. Expenses of the Buyer. The Buyer shall pay: (i) all recording fees; (ii) their attorney fees; (iii) real estate taxes due after the closing date, if any. 7. POSSESSIONThe City shall deliver possession of the Property to the Buyer on r y41 the date of closing 8. TIME. Time€; i;of the essgnce of this Agreement. 9. TITLE EXAMIIVA'f•IO K _"Thls "A' e6ment is subject to and conditioned on the City providing to the Buyerkfti r title to the real property, as shown on a Policy of Title Insurance covering the pure, of the Property in the amount of the cash purchase price, provided and paid for by ttlafty. In the event that the City is unable to cure any title encumbrances which are unacceptable to the Buyer, the Buyer may at Buyer's 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 the City shall use all reasonable efforts and expend reasonable sums as may be necessary to cure the objections of the Buyer. If the objections to title are not cured on or before the closing date, as postponed, the Buyer may terminate this agreement or waive the objections to title. 10. HAZARDOUS WASTE. To the best of the City'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 surface and ground water conditions, and that during the time in which the City owned the property, neither the City nor, to the best of the City's knowledge, any third party has used, generated, stored, or disposed of, on, under, or about the property or transported to 2 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 City will indemnify and hold harmless the Buyer from all required remediation, damage, claim or loss (including attorney fees incurred' in defending any claim) arising from the placement, storage, disposal or release of any Hazardous Materials during such time as the City 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 City to the Buyer for the property. If prior to the closing date the Buyer discover that the property contains any Hazardous Waste, of which -it has not been previously advised, the Buyer may terminate this Agreement, and the Earnest Money shall be returned to the Buyer. 12. 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 C(9 City of Aub Humanree#epartment����..� o2_ML—�-�- 25 W n St. _ Aubu 98001 ct LE 1 K Ky Buyer � �vL CM6 Any give . V, uant to this Agreement shall be deemed effective the day it is personally dei ree (3) business days after the date it is deposited in the United States mails. 13. 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. K 14. 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. 15. CITY COUNCIL APPROVALS. The Buyer acknowledges that this Agreement does not bind the Cities until (1) the Mayor of the City of Auburn, executes the Agreement and (2) the Auburn City Council approve the Agreement. 16. DISCLOSURE STATEMENT. The City shall, withiniwt (5) days of the Buyer's accepting this Agreement, deliver to the Buyer a compl�d i�ned and dated Real Property Transfer Disclosure Statement substantially ,t -11 the tset forth in RCW 64.06.020, if applicable. The Buyer shall within three business d or as otherwise agreed to, after receipt of the Real Property Transfer Disclosure Statein have the right to (1) approve and accept the Real Property Disclosure Statement; or bTO rescind this Agreement. If the Buyer elects to rescind the Agreement,..the Buyer will fiver written notice of rescission to the City within the above three (3) business day period, or as otherwise agreed. Upon delivery of a rescission statement, the Buyer shall be entitled to immediate return of all deposits and other consideration paid to the City. If the Buyer does not deliver a written rescission notice, the Real Property Transfer Disclosure Statement will be deemed approved. 17. DEFAULT AND ATTORNEY'S FEES. In the event that any party fails, without legal excuse, to perform any obligation under.this`Agreement, then the other parties may, at their option, bring suit against the party failing to perform for the other parties' actual damages, or pursue any other rights or remedies available at law or in equity. If one or more parties institute suit concerning this Agreement, the prevailing party or parties shall be entitled to court costs and reasonable attorney's fees. In the event of trial, the§fix the amount of the attorney's fees. Venue of any suit shall be in Pierce oily, a's Agreement is to be governed by the laws of the State of Wasn. x LEGAL RIMTS. EACH OF THE PARTIES SHALL SUBMIT THIS AGREEMt tIT TO THE 'ATTORNEYS AND TAX SPECIALISTS FOR THEIR REVIEW AND APPt��� PR°TO SIGNING THIS AGREEMENT. NO REPRESENTATIONS OR WARRAN ( API VADE BY ONE PARTY TO THE OTHER PARTY AS TO THE LEGAL SUFFIQh1�(, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS AGREEMENT, THS TRANSACTION DESCRIBED HEREIN, OR ANY ATTACHMENTS TO THIS AGREEMENT. 19. TIME LIMIT FOR ACCEPTANCE. The City offers to sell the property on the above terms and conditions. The Buyer has until midnight of , 200 to accept this offer (if not filled in, the day following the Citiy's signature date below.) Acceptance is not effective until a signed copy hereof along with any earnest money is 0 actually received by the office of Closing Agent. If this offer is not so accepted, it shall lapse. 20. ASSIGNMENT. No party to this Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other parties hereto. � - c: - - —K 'S1A)(Uz�' PO IZL�Vc-I U TO rte= KKMC 6; 21. AMENDMENT, MODIFICATION OR WAIVER. No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver by any party of any default of another party shall not effect or impair any right arising from any subsequent default. Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this Agreement. 22. INDEMNIFICATION. Each party hereto,("Indemnifying Party") shall indemnify, defend and hold harmless the other parties hereto and their officers, agents and employees, or any of them ("Indemnified Party or Parties") from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, including attorney fees, by any reason of or arising out of the act or omission of the Indemnifying Party, its officers, agents, employees, or any of them relating to or arising out of the performance of this Agreement except: to the extent a court of competent jurisdiction finds that the claim, action, suit, liability, loss, cost, expense, or damage is caused by the Indemnifie or Parties. If a final judgment is rendered against an Indemnified Party or P oointly against an Indemnified Party or Parties and the ag'101i, I Indemnifying Party, t e ndemnifyting Party shall satisfy the same to the extent that such judgment was due a Indemne"ng Party's negligent acts or omissions. F 23. CAPTIONS I IifaldfILES. All captions, headings or titles in the paragraphs or sections of t `' . greement are inserted for convenience of reference only and shall not constitute a pad is Agreement or act as a limitation of the scope of the. Particular paragraph or sections hich they aPPIY• As used herein, where Appropriate, the singular shall include the plura and vice versa and masculine, feminine and neuter expressions shall be interchangeable. Interpretation or construction of this Agreement shall not be affected by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. 24. SEVERABLE PROVISIONS. Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 25. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. 26. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. 27. SIGNATURES: CITY 01FAUSUMN 1 Peter B. Lewis, Mayor Date ACCEPTED this day of , 2007 BUYER (printl�Te lf/ / Date _.;.;.. �i �-O.AA CHICAGO TITLE INSMANCE COMPANY A-L.TA. CONIITAdBNT SCHEDU E B (Continued) t X�110.: 001056563 o4 900J. LEWIS/CITY OF AUBURN SPECIAL EXCHMONS - +a 2. EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANT8E: THS CITY OF AUBURN, A MUNICIPAL CORPORATION �-- PURPOSE: CONSTRUCTION, OPERATION AND MAINTENANCE OF A SEWER OUT -FALL, .,�, LINE AREA AFFECTED: THE SOUTH 15 FEST OF IAT 2 R3CORlm: OCTOBER 15, 2962 RECORDIM NUMBER: 5492373 s 2. COVENANTS, CONDITIONS, RESTRICTIONS, D$DIcATIONS, AGREEMENTS, EASEMENTS, MAINTENANCE PROVISIONS AND NOTES, AS CONTAINED IN CITY OF AUBURN SHORT PLAT NUMBER SP -2--80, RECORDED UNDER RECORDING NUMBER 8003260873. BASED ON TEE MOST CURRENT SURVEY AND A PHYSICAL INSPECTION OF THE SITS, THE APPARENT DISCREPANCY REGARDING THE LOCATION OF THE SOUTH l J LIDS OF SAID RMWISES AS SET OUT IN NOTE 2 OF SAID SHORT PLAT HAS lJ BEEN RESOLVED AND IS NO L01= APPLICABLE TO THE PROPERTY. a 3. AGREEMENT AND THE TERMS AND CONDITIONS THEREOF: SBTWEBUT: HITCO, INC. AND: THE CITY OF AUS URN RRCORDED: NOVEMBER 5, 1980 RECORDING NUMBER: 8011050750 REGUVINUr FUTURE CONS71=10N OF WATER MAINS AND THE FORfATION OF A LOCAL IMPROVEMEN1T DISTRICT s 4. PAYMENT OF THE REAL ESTATE EXCISE TAX, IF REQQIRED. THE PROPERTY DESCRIBED BBREIN IS SITUATED WITHIN Tn BOUNDARIES OF LOCAL TAXING AUTHORITY OF CITY OF AUBURN. PRESENT RATS IS 1.78-*, ANY CONVEYANCE DOCUMENT MUST BE ACCOMPANIED BY THE OFFICIAL WASHINGTON STATE EXCISE TAX AFFIDAVIT. THE AP13LICABLE EXCISE TAX MUST BE PAID AND THE AFFIDAVIT APPROVED AT TETE TIME OF THE RECORDING OF TBE CONVEYANCE DOCUMENTS. C LTAWa AKA/M Xvm Q$aI mmi 09V3IHo tPlA M6. £SZ IVA ZT:9T 301W60' CHICAGO TITLE INSURANCE COMPANY A.L.TJL C0hCkaT MNT SCHEDULE $ (Candneed) der NO.: 1056563 Our 0.: LEWIS/CITY OF AUBURN SMCAL EXCEPTIONS r 5. DEED OF TRUST AND THE TERMS AND CONDITIONS TREREOF: GRANTOR: TRUSTEE: O ,CIARYr DRTED : RROMMOD: RECORDING NUMBER: LOAN NUMBER: MITA M. LEWIS AND SUZANNE M. LEWIS, HUSBAND AND WIFE LAWYERS TITLE AGENCY OF WASHINGTON NORTHWEST INTERNATIONAL HANK $ 245,000.00 APRIL 15, 2002 APRIL 17, 2002 20020417002664 170005425 THE AMOUNT NOW SECURED BY SAID DEED OF TRUST AND THE TERMS UpW WHICH THE SAME CAN BE DISCHARGED OR ASSUMED SHOULD BE ASCERTAINED FROM TAB HOLDER OF 79H =NAEB ZDNNSS SECURED. 0 6. INDEMNITY AGREEMENT REC+ARDrNG HAZARDOUS SUBSTANCES, INCSUDING THE TERMS AND PROVISIONS THEREOF: GRANTOR: KEITH M. LEWIS AND SUZANNE M. LEWIS 00 GRANTEE: NORTHWEST INTERNATIONAL BANK RECORDED ° APRIL 17, 2002 RECORDING NUMBER: 20020417002665 a 7. RIGHT, TITLE ARID INTEREST OF SYNERGIZE LLC, PRESUMED -BY THE RING 05 COUNTY TAX ROLLS TO HAVE AN INTEREST IN SAID PREMISES. lJ" s NOTE. SAID INTEMT, IF ANY, IS SUBJECT TO THE FOLLOWING W4=R (S) SHOWN AT PARAGRAPHS) S. s 8. TERMS AND CONDITIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT FOR SYNERGIZE LLC - it NOTE: A COPY OF THE LIMITED LIABILITY COMPANY AGREEMENT, AND AMBNDI*WS THERETO, IF ANY, MUST BE SUBMITTED. a 9. TITLE IS TO BE VESTED IN PERSONS NOT YET REVEALED AND WHEN SO VESTED WILL BE SUBJECT TO MATTERS DISCLOSED BY A SEARCH OF THE RECORDS lJ AGAINST THEIR NANES . - 9Z0/900in AV81 aad Emu 09VoIHo %6iB S"_,.SSZ IVA ZT-*91 90/49/60 CHICAGO TITLE INSURANCE COMPANY ALTA C0MMITmmNI' SCHEDULE B (Continued) prder �Io.: 1056563 YourNo.: LEWIS/CITY OF AUBURN SPBGZAL BXCBZ-j IONS - V� 10. NATTERS DISCLOSED BY SURVEY RECORDED UNDER RECORDING NUS 20011127900005, AS FOLLOWS: DISCREPANCY BETWEEN TAB SOUTHERLY LINE AND PENCE it ti sNOTE 1: RFFBCTIVB JANUARY 1, 1997, DOCUMENT FORMAT AND CONTENT REQUIRM48NTO HAV3 BEEN IMPOSED BY WASSIN TON' LAW. FAILURN TO COMPLY WITH TRB FOLLOWING REQUIREMENTS MAY RBSULT IN RSJECTIon OF TBS DOCUMMT BY THE COOMY RECORDER OR IMPOSITION OF A $50.00 SURCM-MGE. FIRST PAGE OR COVER SHEET PJ=XRZNNNTS : 3" TOP MARGIN CONTAINING NOTHING EXCEPT THE RETURN ADDRESS. I" SIDE AND BOTTOM MARGINS CONTAINING NO MARKINGS OR SEALS. TITLE (S) OF DOCUMENTS. RECORDING NO. OF ANY ASSIGNED, RELEASED 08 RRVERENCED DOCUMENTS). GRANTORS NAMES (AND PAGE NO. WHERE ADDITIONAL NAMES CAN JW FOUND). GRANTEES NAMRS (AND PAGE NO. WHERE ADDITIONAL NAMES CAN BE'FOOND). ABBREVIATED LEGAL DESCRIPTION (AND PAGE NO. FOR FULL DESCRIPTION). ASSESSOR'S TAX PARCEL NUMOR(S). RS74JRN ADDRESS (IN TOP 30 MARGIN) . **A COVER SHEET CAN BE ATTACHED CONTAINING TI$ ABOVE FORMAT AND DATA IF THE F=ST PAGE DOES NOT CONTAIN ALL REQUIRED DATA. ADDITIONAL PAGES: Z- TOP, SIDE AND BOTTOM MARGINS COIMUNING NO MARKINGS OR SEALS. ALL PAGES: NO STAPUCD'OR TAPED ATTAR'S. BACK ATlAM42V'I' MUST BE A SEPARATE PAGE. ALL NOTARY AND OTHER PRESSURE SEALS MUST BE SMUDGED FOR VISIBILITY. FONT SIZE OF 8 POINTS OR LAMER. _ THE FOLLOWING MAY BE USED AS AN ABBREVIATED LRQQ DESCRIPTION ON THE DOCUM ms TO BE RECORDED TO COMPLY WITH THE RzourmanTs OF RCF1 65.04. SAID ABBREVIATED LEWiL DESCRIPTION IS NOT A SUBSTITUTE FORA COMPLETE I,EGtiAL DESCRIPTION WHICH MUST ALSO APPEAR IN TIM BODY OF THE DOC:UMA'1 : LOT 2, SHORT PLAT NUMBER SPL0001-96, RR'CORDING NUMBER 9605301424 END OF SCHEDULE S CT.TA=z/RMJG9D9 9Z0/d0oln _ _-_ _-... AVAI aad mu ODVOIHO 6��$f�-�9Z IVA 9T:9110/ Z/80 d , CHICAGO MI,E INSURANCE C ONYANY A.L.TA WhGaI'MEW SaMDUIe, s (Cmt6ued) Q 1056563 Your O.. L3WWCM OF AUBM ld SPECIALRXCBx'"I?ONS r TO RKPEDZTR TUB COVPLBTTON OF YOUR CLOSIIWG, PL3A99 FORWARD YOUR CLOSTM ORDER AND RSCQRDING DOCOZMM TO: y CHICAGO TXTLZ INSURANCE COMPANY - CRNTM RBCORDZM 701 FIFTH AVENUE, 17TH 1pZOOR SMIT=81 WA8X31fmff 98109 THAW YOU, ONXT 21 - 30a17#1sm T 7LO DNIT cz/nnw/e�+ 890/800e ___ —__.. )LvA 0!m mu 09'VOIHD ttTA.n&-MZ iva mor g0/49/00