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