HomeMy WebLinkAboutITEM VIII-B-5A TY OF
UBURN
WASHINGTON
AGENDA BILL APPROVAL FORM
Agenda Subject: Resolution No. 4348 Date: April 24, 2008
Department: Attachments: Budget Impact:
Human Resources Resolution No. 4348
Administrative Recommendation:
City Council adopt Resolution No. 4348
Background Summary:
Resolution No. 4348 authorizing the Mayor and City Clerk to execute a purchase and sale agreement
between the City of Auburn and Eric Hamilton for real property.
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A3.13.4
Reviewed by Council & Committees: Reviewed by Departments & Divisions:
? Arts Commission COUNCIL COMMITTEES: ? Building ? M&O
? Airport E Finance ? Cemetery ? Mayor
? Hearing Examiner E 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
Meetin Date: May 5, 2008 Item Number: VIII.B.5
AUBURN* MORE THAN YOU IMAGINED
RESOLUTION NO. 4 3 4 8
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 ERIC A.
HAMILTON FOR REAL PROPERTY
WHEREAS, the City owns real property that it no longer needs for
municipal purposes and which it has surplused under Resolution 4336; and
WHEREAS, Eric Hamilton desires to purchase said property; and
WHEREAS, the City of Auburn and Eric Hamilton 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 a Purchase and Sale Agreement between the
City of Auburn and Eric Hamilton for the purchase of real property which
agreement shall be in substantial conformity with the Agreement a copy of
which is attached hereto, marked as Exhibit "A" and incorporated herein by this
reference.
Resolution No. 4348
April 24, 2008
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 , 2008.
CITY OF AUBURN
PETER B. LEWIS, MAYOR
ATTEST:
Danielle E. Daskam, City Clerk
APPROVED AS TO FORM:
Daniel B. Heid, City Attorney
Resolution No. 4348
April 24, 2008
Page 2 of 2
REAL ESTATE PURCHASE AND SALE AGREEMENT
CITY OF AUBURN AND ERIC A. HAMILTON
THIS AGREEMENT is made and entered into by and between the
sellers, CITY OF AUBURN (the "City"), and Eric A. Hamilton ("the Buyer").
WITNESSETH:
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 known as
Legal Description: 8 through 13, inclusive, Block 3, Townsite of
Lewisville, according to the plat thereof recorded in Volume 8 of Plats
at page 72, in King County, Washington;
Except that portion of said Lots 8 through 13 reserved for public road
right of way lying west of the following described line:
Commencing at "B" Street Northwest Stationing line 4+79.05 PC as
shown on sheet 3 of 3 of Record of Survey filed in Volume 156 of
Surveys at page 211B under recording number 20021205900008,
Records of King County, Washington;
Thence southeasterly to a point on the south line of said Lot 8 located
at "B" Street Northwest Stationing 4+73.99 and 68.16 feet right, and
the true point of beginning;
Thence northerly to a point on the north line of said Lot 11 located at
"B" Street Northwest Stationing 6+17.88 and 83.41 feet right;
Thence northeasterly to a point located at "B" Street Northwest
Stationing 6+34.48 and 92.66 feet right;
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Thence northeasterly to a point located
Stationing 6+55.74 and 123.37 feet right;
Thence northeasterly to a point on the east
at "B" Street Northwest Stationing 6+63.76
the terminus of this line.
Containing 12,099 square
at "B" Street Northwest
line of said Lot 13 located
and 144.30 feet right and
King County Tax Parcel Number 4297200115: -0120
2. EARNEST MONEY DEPOSIT. The Buyer agrees to pay herewith
Ten Thousand US Dollars ($10,000.00) as earnest money, in the form of a
check 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
Hundred Twenty-Five Thousand Five Hundred US Dollars ($125,500.00). The
parties acknowledge that the purchase price represents the fair market value of
the Property. The agreed upon amount is payable by cash at closing.
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;
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(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 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 discovers that the property contains
any Hazardous Waste, of which it has not been previously advised, the Buyer
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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
City of Auburn
Human Resources Department
25 W. Main St.
Auburn WA 98001
Buyer's Agent
Don Lisko, John L. Scott (Auburn)
514 Auburn Way N
Auburn, WA 98002
(253) 266-2053
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.
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 City until (1) the Mayor of the City of Auburn
executes the Agreement and (2) the Auburn City Council approves the
Agreement.
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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 Thursday,
May 8, 2008 to accept this offer (if not filled in, the day following the City's
signature date below.) Acceptance is not effective until a signed copy hereof
along with any earnest money is 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.
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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 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.
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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 OF AUBURN
Peter B. Lewis, Mayor
Date
ACCEPTED this day of , 2008
BUYER
(print name)
Date
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