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RESOLUTION NO. 8 1 4
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE AN EXCHANGE AGREEMENT DATED
JULY 13, 1977, BETWEEN THE CITY OF AUBURN, SAFEWAY STORES
INCORPORATED, AND WASHINGTON MUTUAL SAVINGS BANK, PERTAINING
TO AN AGREED EXCHANGE OF OFF STREET LOCAL IMPROVEMENT DISTRICT
PARKING FACILITIES FOR PRIVATE FACILITIES OF APPROXIMATELY
EQUAL VALUE AND EQUAL SIZE AND SETTING FORTH THE TERMS OF
SAID EXCHANGE.
THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREWITH RESOLVES.
THAT:
THAT the Mayor and City Clerk are herewith authorized to execute an
Exchange Agreement dated July 13,1977, between the City of Auburn, Safeway
Stores Incorporated, and Washington Mutual Savings Bank, pertaining to an agreed
exchange of off street local improvement district parking facilities for private
facilities of approximately equal value and equal size and setting forth the
terms of said exchange. A copy of said Exchange Agreement is attached hereto
and denominated as Exhibit "A".
DATED and SIGNED this
1 st
day of Augu st, 1977.
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CITY OF AUBURN
ATTEST:
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Resolution No. 814
7-15-77
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EXCHANGE AGREE~mNT
THIS AGREEMENT is made this 26th day of July, 1977, between THE
CITY OF AUBURN, WASHINGTON, hereinafter referred to as "City",
SAFEHAY STORES, INCORPORATED, a Maryland corporation, hereinafter
referred to as "Safeway", and HASHINGTON MUTUAL SAVINGS BANK,
hereinafter referred to as "Bank".
WIT N E SSE T H
THAT, WHEREAS, City is the owner of the real property designated
as Parcels A,B, C and H on the plot plan attached hereto as Exhi-
bit "A". and
,
WHEREAS, Bank is the owner of the real property designated as
Parcels E and G on the plot plan attached hereto as Exhibit "A";
and
WHEREAS, Safeway has entered into agreements to purchase the real
property outlined in red on the Exhibit "A" attached hereto and to
purchase the real property designated as Parcels D and F on said
Exhibit "A"; and
\~1EREAS, the parties hereto desire to exchange Parcels A, B, C, D,
E, F and H in accordance with the terms and conditions hereinafter
set forth.
NOH, THEREFORE, in consideration of the mutual covenants and agree-
ments herein contained, Safeway agrees to convey Parcel D to City
and Parcel F to Bank, City agrees to convey Parcels Band C to
Safeway and Parcels A and H to Bank and Bank agrees to convey Parcel
E to Safeway all in accordance with the following terms and condi-
tions:
FIRST: Upon the execution of this agreement by all parties, legal
descriptions of Parcels A, B, C, D, E, F, and H shall be prepared
by a licensed surveyor at Safeway's expense.
SECOND: Within fifteen (15) days after the execution of this agree-
ment by both parties, an escrow' covering the exchange of the parcels
shall be opened by Safeway with Safe co Title Insurance Company, 4th
and Vine Building, Seattle, Hashington 98121 (hereinafter referred
to as "escrow agent") and Safeway shall deposit with the eSCrO'l-l
agent an executed copy of this agreement, and all parties shall, at
such time as the aforementioned legal descriptions become available,
deposit into escrow grant or warranty deeds*of their respective par-
cels to the appropriate party as set forth above, together with all
title papers required by the escrow agent,
*or special warranty deed as to Bank
THIRD: Title to all of said parcels shall be evidenced by owner's
policies of title insurance written by Safe co Title Insurance Company.
Said title shall be subject only to current taxes not yet delinquent
and shall be free and clear of all other matters not approved in
writing by the parties hereto; each party shall furnish to the other
parties copies of all written leases, tenancies and rental agreements
affecting their respective parcels, and shall advise the other party
fully as to any such agreements not written.
FOURTH: It is agreed that upon completion of escrow, there will be
no easements or rights-of-way affecting any of said parcels not
approved by the parties hereto and there will be no structures en-
croaching onto or through said parcels, and the parties will be able
to obtain, at their own expense, a survey confirming the agreements
made in this paragraph.
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FIFTH: It is understood and agreed that Safeway does not own either
Parcel ~, F o~ th7 property outlined in red on Exhibit "A", and that
Safe~a~ s ob11gat~ons an~ coven~nts contained in this agreement are
con~~t~onal ~pon ~afew~y s purchase (which terms shall include the
v7s~~n~ of t~tle ~n Sareway) of said Parcels F D and the area out-
l~n~d ~n :ed on Exhibit "A" on terms (including, but not limited to,
zon~ng, t1tle and survey m~tt7rs) satisfactory to Safeway. Safeway
shall have all necessary t~me"to accomplish said purchase of Parcels
F, D and the area outlined in red on Exhibit "A" on terms satisfac-
tor~ to Safeway, provided Safeway proceeds with reasonable diligence.
If ~t reasonably ap~ears to Safeway that said purchase cannot be com-
pleted on terms sat~sfactory to Safeway, Safeway may terminate this
~~reement by written notice to City and Bank.
, . "but not to ea~two (2) years from the date of this agreement
;",..i/f\'_' "SIXTH: City aHB YaHk agree~ that upon completion of the escrow,
f-~arcels B, C and E will be zoned for retail business use and the con-
L",_~. "..: struction of any buildings or improvements without the imposition of
cZ conditions unsatisfactory to Safeway. City and Bank agree if said
Parcels are not so zoned at the time of execution of this agreement
by all parties, Safeway may file an application to have Parcels B,
C and E so zoned, or, at Safeway's election, obtain a variance for
such use, and City and Bank agree to cooperate with Safeway in
obtaining such rezoning or variance. All reasonable expenses in-
curred in filing and processing said application shall be paid by
Safeway. The obtaining of such rezoning or variance shall not
be considered complete until any review or appeal is finally deter.
mined by the highest body authorized to determine same or until the
time for such review or appeal has expired, whichever is later, If
suit is brought to invalidate the rezoning or variance, such rezoning
or variance shall not be considered complete until final judgement
or decree has been entered and the time for appeal therefrom has ex-
pired, or, if appeal is taken, until the appeal has finally been
determined.
If any portion of Parcels A through H*t~e transected by or separated
from another portion of said parcels by one or more streets or alleys,
Safeway's agreement to complete this transaction shall, unless Safeway
advises Bank and City otherwise in writing, be conditional on the
unconditional vacation of said streets or alleys free and clear of all
,___,_, easements and the transfer of title thereto to Safeway concurrently
r 1",'.7'::> with the transfer of title to said parcels. Bank and City agree to
~.,.--..K. "lfYME.. ooperate fully with Safeway in obtaining such vacation. Safeway shall
I. 1 ~!,. have all necessary time to accomplish such vacation provided Safeway
r'-~~""-i proceeds with reasonable diligence. If it reasonably appears to Safe-
\-*-- way that such vacation and transfer of title cannot be obtained within
~ reasonable time, Safeway may terminate this agreement by written
notice to escrow agent, Hank and City.-1HH'l Safeway shall pay all escrow
termina~ion fees and other charges or costsof escrow agent resulting
from th1s agreement. ~'*or the area outlined in red on Exhibit "A"
SEVENTH: Hithin twenty (20) days after each ~arty has complied with
the agreements made herein and Safeway has advised Bank and City that
Safeway is prepared to purchase Parcels F, D and the area outlined in
red on Exhibit "A" and escrow agent has advised both lJarties that it
is prepared to complete the escrow under the terms hereof, each party
shall deposit into escrow their closing instructions authorizing the
delivery and recording of the aforementioned deeds in accordance with
the terms and conditions of this agreement; should any party fail to
comply with the agreements made hereirt~*the other parties may give
ten (10) days' written notice to the defaulting party and to the es-
crow agent, and if the default specified in said notice is not cured
within said ten (10) day period, any of said other parties may terminate
this agreement.
1-~<;~t';~-e_..(.F~lfu- No. 531 ]City/State/Division
Doc:umenL Name: ~xchance Agreement
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[Confirm~tion Initials:
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EIGHTH: Taxes on all of said Parcels s11'111 be paid and prorated as
of the date of. escrow completion; Safeway shall be responsible for
all ?ther clos~ng costs provided that the maximum title insurance
prem~um for the owner's title policies relative to Parcels ABC
D, E, F and H shall be based on a land value of said parcel ~ot'in'
exce~s of the.fair market value of said property at the time of escrow
clos~ng. It ~s understood that the property owned by the City is
tax free property and thus no taxes are owed relative to same and City
wil~ not.be responsible for any taxes owed on Parcel D for the period
end~ng w1th the date escrow closes.
NINTH: As additional consideration for City's conveyance to Safe-
way of Parcels Band C, Safeway agrees following the close of escrow:
1. To pave and strip Parcel D for parking.
2. To repave and restrip for parking the area outlined in
green on Exhibit "A", which property is the City parking
lot.
The agreement set forth in this paragraph shall survive the delivery
of the deeds designated in this agreement.
TENTH: As further consideration for City's conveying to Safeway of
Parcels Band C, Safeway agrees to grant the City and public a thirty
(30) foot wide nonexclusive access easement connecting the City parking
lot (Parcel D and the area outlined in green on Exhibit "A") with
Second Street Southeast, which easement shall run along a drive isle
directly in front of the store building Safeway plans to construct on
the west portion of a parcel being composed of the area outlined in
red on Exhibit "A", Parcels B, C, and E and corresponding portions
of B Street and the alleys adjacent to Second Street shown on the
attached Exhibit "A". Said nonexclusive access easement shall be
executed by the City and Safeway and recorded on or before the date
Safeway completes construction of the referenced store building and
is ready to open same for business. Said nonexclusive access easement
shall include a provision that Safeway, its successors and/or assigns
may relocate said front drive isle and thus said 30 foot easement, at
any time if Safeway, its successors and/or assigns, should decide to
expand said store building provided that said easement shall continue
to be at least 30 feet in width, shall continue to be located within
the drive isle in front of said expanded building and shall continue
to connect the parking lot with Second Street Southeast.
The agreement set forth in this paragraph shall survive the delivery
of the deeds designated in this agreement.
ELEVENTH: The obligations of all parties pursuant to this agreement
are conditioned on Safeway's obtaining, on behalf of Bank, from all
necessary authorities:
1. Approval for Bank to expand its parking lot into Parcels A,
F, G and H;
2. Approval of a north exit/entrance on the Bank Parcel; and
3. Approval of landscaping on the Bank Parcel;
all as generally detailed on Exhibit "B" attached hereto and made a
part hereof.
Bank will provide any necessary detailed plans or drawin~at its ex-
pense. Bank will cooperate with Safeway in obtaining any approvals
from the necessary authorities. All costs and expenses in connection
therewith (except for the cost of detailed plans and drawings) shall
be borne by Safeway. If it should reasonably appear to Safeway that
such approvals cannot be obtained within a reasonable time, Safeway
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may terminate this agreement by giving ten (10) days writte~ notice
to City and Bank unless Bank advises City i'.nd Silfe:.;a:: in writing
within five (5) days after receipt of said notice from Safeway, that
it waives the conditions of the approvals set forth above, in which
case this paragraph shall immediately terminate and be of no further
force or effect. If, however, Safeway should terminate this agree-
ment per the above, Safeway shall be responsible for all escrow
termination fees and other charges or costs of escrow agent resulting
from this agreement.
TWELFTH: It is further agreed that if Safeway should, at its discre-
tion, elect not to proceed with its purchase of the property outlined
in red on Exhibit "A", then Safeway may terminate this agreement by
giving Bank and City ten (10) days prior written notice and Safeway
shall be responsible for all escrow termination fees and other charges
or costs of the escrow agent resulting from this agreement.
THIRTEENTH: Prior to the close of escrow Safeway and City will agree
on the design and scope of the redevelopment of the existing City
parking lots (area outlined in green on Exhibit "A" hereoO-and the
development of additional property being conveyed to the City by this
Exchange Agreement (Parcel D) and the responsibility of Safeway with
respect thereto.
FOURTEENTH: Notices and communications in connection with this agree-
ment may be mailed by regular mail, postage prepaid, or delivered, if
to Safeway, to it at 1121 - 124th Avenue, N. E., Bellevue, Washington
98005; and, if to City to it at P. O. Box 989, Auburn, Hashington
98002, Attention: City Attorney; and if to Bank, to it at 1101 Second
Avenue, Seattle, Washington 98101.
FIFTEEli:TH': All of the rights and obligations of the parties here-
under shall bind and inure to the benefit of their respective
successors and/or assigns; that herein the singular number includes
the plural and the masculine gender includes the feminine and neuter,
IN WITNESS \~EREOF, the parties hereto have executed this Exchange
Agreement as of the day and year first above written.
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(City) /'
(Seal)
AUBURN, WASHINGTON
SAFEWAYSJORES, INCORPORATED
(a Mary~and corporation)
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Its ssistant Sec etary
(Safeway)
(Corporate Seal)
HASHINGTON MUTUAL SAV GS BANK
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(Bank) .
(Seal)
t,.:S't'.~-;:pjXaC.-J.1i~Y No. 531 Cit /State/Div}sion
f),eum"nc Name: Exc an~e A~nt
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U1\3iINGTCN I'1UTJAL SAVINGS ef'NK AUBUR!---I ~
FAKklNG E)(FAN~CN 5l1JpY 2. tJUNE 77
fOE:e:Kf" f)lU-'SDf01l0H FF-fce fAI/". AN[/ A~I,ATt.'? -Af(J-IITtCl":J