HomeMy WebLinkAbout2869] RESOLUTION NO. 2 8 6 9
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, AUTHORIZING THE MAYOR TO EXECUTE AN OPTION TO
4 PURCHASE UNIMPROVED PROPERTY BETWEEN VALLEY CENTRE I, L.L.C.
AND THE CITY OF AUBURN FOR MUNICIPAL AIRPORT PURPOSES.
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WHEREAS, the FAA has established the Obstacle Free Area
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(OFA) as a means of maintaining safe aircraft operations; and
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WHEREAS, the OFA represents an area that must be clear of
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]0 any obstacles to aircraft flight and ground operations and
11 thus cannot be developed for any non-aviation uses; and
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WHEREAS, the Auburn Municipal Airport has a need to
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obtain 59 feet along a portion of the western perimeter of the
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15 Airport to be in compliance with FAA standards; and
]8 WHEREAS, the adjoining property on which the OFA is
17 located is currently in the process of being developed with
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office/industrial uses creating a need to acquire the land
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before development is completed; and
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21 WHEREAS, the FAA has agreed in principal to support the
22 purchase of the OFA from the land owner by providing 90% of
23 the cost with the City responsible for the remaining 10%; and
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Resolution No. 2869
August 14, 1997
Page 1
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WHEREAS, the adjoining property owner is willing to sell
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the land to the City,
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
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5 WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREWITH
6 RESOLVES AS FOLLOWS:
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Section I The City of Auburn is herewith authorized to
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execute an Option to Purchase Unimproved Property between
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VALLEY CENTRE I, L.L.C. and the CITY OF AUBURN for Municipal
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]1 Airport purposes. A copy of said Option to Purchase and the
12 legal description are attached hereto, denominated as Exhibits
~A" and ~B" and made a part hereof as though set forth in full
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herein.
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Sect.ion .~. The Mayor is hereby authorized to implement
17 such administrative procedures as may be necessary to carry
18 out the directives of this legislation.
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Resolution NO. 2869
August 14, 1997
Page 2
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DATED this 2nd day of September, 1997.
4 CITY OF AUBURN
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7 CHARLES A. BOOTH
MAYOR
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10 ATTEST:
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Robin Wohlhueter,
14 City Clerk
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]7 APPROVED AS TO FORM:
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Michael J. Reynolds,
21 City Attorney
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Resolution No. 2869
August 14, 1997
Page 3
Option to Purchase Unimproved Property
This Option is made and entered into this ~tk' day of ~)~ t,,-,,~, 1997, by and
between Valley Centre I L.L.C., a Washington limited liability company (the "Seller") and the
City of Auburn, a Washington municipal corporation (the "Purchaser").
RECITALS: Purchaser is a municipal corporation and has the power of eminent
domain. Purchaser has indicated that it is ready, willing and able to exercise its power of
eminent domain to acquire the Property. Seller is agreeing to grant to Purchaser an option to
purchase the Property and Purchaser is requesting an option, at its discretion, to purchase the
Property, and, if exercised, Purchaser will be acquiring the Property from Seller under threat
of condemnation.
In consideration of the mutual covenants and agreements contained in this Option,
Seller and Purchaser agree as follows:
1. Grant of Option. Seller hereby grants to Purchaser the exclusive right and
option to purchase from Seller, at the price and upon the terms and conditions set forth in this
Option the parcel of land more particularly described in "Exhibit A" attached hereto.
2. Expiration. This Option shall expire on the 1st day of January, 1998 at 5:00
p.m.P.S.T.
3. Exercise of Option. Purchaser may exercise its option to purchase the Property
by giving notice of exercise at any time before expiration of this Option. Notice of exercise
shall be in writing and shall be given in the manner set forth in this Option.
4. Failure to Exercise. If Purchaser shall fail to exercise its option to purchase the
Property before its expiration, then this Option shall be void and of no further force and
effect.
5. Contract of Sale. If Purchaser shall exercise its option to purchase the
Property, this Option shall automatically become and constitute the contract of sale between
the parties ("Contract of Sale").
Exhibit ~A" Resolution 2869
Option to Purchase
August 14, 1997
Page 1 [OTP-VCI]
6. Title. Seller shall convey and Purchaser shall accept a good and marketable
title in fee simple, free and clear of all liens and encumbrances, subject only to: (a) the rights
and reservations expressed in the U.S. Patent to the Property; (b) the lien of current real estate
taxes not yet due and payable, and (c) easements of record, if any.
7. Purchase Price and Acceptable Funds. The purpose for acquiring the property
in question, more formally described in "Exhibit A", attached hereto, is to complete the
"Obstacle Free Area" on the west side of Auburn Municipal Airport for safety reasons. This
is required by the Federal Aviation Administration (FAA) and is depicted on "Exhibit B" , the
FAA approved Airport Layout Plan, hereto attached and it has also been adopted as part of the
City of Auburn's Comprehensive Plan.
The term "fair market value" as determined by an appraisal and an appraisal review
conducted by real estate appraisers who hold current MAI designations and have five (5) years
of full time commercial experience in the appraisal of land in the area in which the property is
located. Such appraisals and appraisal process will be subject to FAA approval as the FAA
will be granting the City 90 % of the purchase price.
Should the price determined by the appraisals not be satisfactory by either of the
parties, further negotiations will take place in accordance with FAA guidelines and
procedures, as stated in FAA Advisory Circular dated March 29, 1996, AC 150/5100-17,
Chapter 3, Real Property Acquisition.
8. Closing. The closing of title pursuant to the Contract of Sale (the "Closing")
shall take place on the first business day sixty (60) days after Purchaser gives Seller notice of
exercise at 10:00 a.m., or such other date and time as may be mutually agreeable to the parties
(the actual date of the Closing being referred to herein as the "Closing Date" at the offices of
Chicago Title Insurance Company in Seattle, Washington ("Escrow Agent") or such other
place as may be mutually agreeable to the parties.
9. Seller 's Closing Obligations. At the Closing, Seller shall deliver the following
to Purchaser or Escrow Agent, as the case may be:
(a) a bargain and sale deed complying with RCW 64.04.040, conveying the
Property to Purchaser free and clear of all liens, encumbrances, covenants, restrictions,
conditions and adverse claims affecting title, except the Permitted Exceptions;
Exhibit ~A" Resolution 2869
Option to Purchase
August 14, 1997
Page 2 [0TP-VCI]
(b) a certification as to Seller's non-foreign status that complies with the
provisions of Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended,
and any regulations promulgated thereunder;
(c) any necessary resolutions or authorizations of Seller authorizing the sale
of the Property to Purchaser and the execution and delivery of the deed and all other
documents and instruments to be executed by Seller pursuant to this Agreement; and
(d) any other documents required by this Agreement to be delivered by
Seller.
10. Purchaser's Deliveries at Closing. At the Closing, Purchaser shall deliver the
following to Purchaser or Escrow Agent, as the case may be:
(a) The Purchase Price, in the manner described in Section 7; and
(b) Any documents required by this Agreement to be delivered by
Purchaser.
11. Prorations. At Closing real estate taxes and assessments shall be prorated
between the S and P as of 12:01 A.M. on the Closing Date, and Purchase Price shall be
adjusted accordingly.
12. Closing Costs. S shall pay all real estate excise taxes applicable to the sale of
the Real Property and the conveyance of title to the Real Property to Purchaser, the title
insurance premium for an owner's standard coverage policy of title insurance and the
recording fees for the deed and assignment of leases. Purchaser shall pay all sales taxes
applicable to the Personal Property and the conveyance of the Personal Property to Purchaser
and the recording fees for the deed of trust, if any. Purchaser and Seller shall each pay one-
half of the escrow fees. Each party shall bear its own attorneys' fees.
13. Representations and Warranties of Seller. Seller represents and warrants to
Purchaser as follows: .
(a) Seller is the sole owner of the Property; Seller has the power and
authority to sell the Property as provided in this Contract, and the sale of the Property
pursuant to this Contract has been duly authorized by Seller, and
Exhibit "A" Resolution 2869
Option to Purchase
August 14, 1997
Page 3 [OTP-VCI]
(b) Seller is not a "foreign person" as that term is defined in Section 1445
(f) of the Internal Revenue Code of 1986, as amended.
(c) Seller will use all reasonable efforts to fulfill all of the conditions of this
Contract which are within its power to fulfill.
14. Representations and Warranties of Purchaser. Purchaser represents and
warrants to Seller as follows:
(a) Purchaser has inspected the Property, is fully familiar with the Property
and shall accept the Property "AS IS", with all faults, and in its present condition,
provided, however, any faults, defects, hazardous waste, or pollution in or on the
Property is to be considered by the appraisers in establishment of the Purchase Price.
(b) Before entering into this Option, Purchaser has made such examination
of the Property as Purchaser deemed necessary. In entering into this Option, Purchaser has
not been induced by and has not relied upon an representations, warranties or statements,
whether express or implied, made by Seller or any agent, employee or other representative of
Seller or by any broker or any other person representing or purporting to represent Seller,
which are not expressly set forth in this Option, whether or nor any such representations,
warranties or statements were made in writing or orally.
(c) Purchaser will use all reasonable efforts to fulfill all of the conditions of
this Contract which are within its power to fulfill.
15. Condemnation. If prior to the Closing Date, all or any part of the Property
shall be taken by condemnation in any proceeding by a governmental authority or entity vested
with the power of eminent domain or shall be acquired for public or quasi-public purposes or
condemnation proceedings therefore shall have been instituted, then this Agreement shall be
automatically terminated and both parties shall be relieved and released of and from any and
all further liability hereunder.
16. Broker. Seller and Purchaser each represent to the other that neither is
represented by any broker, agent or finder in connection with this transaction. Each party
agrees to indemnify and hold the other party harmless from and against any and liability,
costs, damages, causes of action or other proceedings instituted by any broker, agent or finder,
licensed or otherwise, claiming through, under or by reason of the conduct of the
Exhibit ~A" Resolution 2869
Option to Purchase
August 14, 1997
Page 4 [0IP-VCI]
indemnifying party in the purchase and sale of the Property or in any manner whatsoever in
connection with this transaction.
17. Survival of Representations and Warranties. The representations and warranties
of Seller and Purchaser set forth in this Option shall survive the Closing and the delivery of
the deed by Seller.
18. Miscellaneous Provisions.
(a) This Option sets forth the entire agreement of the parties as to the
subject matter hereof and supersedes all prior discussions and understandings between them.
This Option may not be amended or rescinded in any manner except by an instrument in
writing signed by a duly authorized officer or representative of each party hereto.
(b) This Option shall be governed by, and construed and enforced in
accordance with the laws of the State of Washington.
(c) Should any of the provisions of this Option be found to be invalid,
illegal or uneforceable by any court of competent jurisdiction, such provision shall be stricken
and the remainder of this Option shall nonetheless remain in full force and effect unless
striking such provision shall materially alter the intention of the parties.
(d) In the event any action is brought to enforce this Qption, the parties
agree to be subject to exclusive in personam jurisdiction in the Superior Court for the State of
Washington, County of King.
(e) No waiver of any right under this Option shall be effective unless
contained in writing signed by a duly authorized officer or representative of the part sought to
be charged with the waiver and no waiver of any right arising from any breach or failure to
perform shall be deemed to be a waiver of any future right or of any other right arising under
this Option.
(f) Paragraph headings contained in this Option are included for
convenience only and form no part of the agreement between the parties.
(g) All notices or requests required or permitted under this Option shall be
in writing; shall be personally delivered, delivered by a reputable express delivery service
such as Federal Express, or sent by certified mail, return receipt requested, postage prepaid;
Exhibit ~A" Resolution 2869
Option to Purchase
August 14, 1997
Page 5 [OTP-VCI]
shall be deemed given when so delivered or mailed, irrespective of whether such notice or
request is actually received by the addressee, and shall be sent to the parties at the following
addresses:
If to Seller: Valley Centre I L.L.C.
c/o Martin Smith, Inc.
1109 First Avenue, Suite 500
Seattle, Washington 98109
Attn.: Rod Vogel
If to Purchaser: City of Auburn
25 West Main Street
Auburn, Washington 98001
Attn.: Paul Krauss
Either party may change the address to which notices shall be sent by notice to the other party.
(H) This Option shall be binding upon, and inure to the benefit of, the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Option as of the date
first above written.
SELLER:
VALLEY CENTRE I L.L,C.,
By /
TITLE: Prl~'~l'~/~t4~heA..
Exhibit "A" Resolution 2869
Option to Purchase
August 14, 1997
Page 6 [OTP-VCI]
PURCHASER:
CITY OF AUBUI~
TITLE:
STATE OF WASHINGTON )
COUNTY OF KING )
On this ~ day of 'EZ~C-o,t~ , 1997, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn as such, personally
appeared [4. V1~;! '<7/T~'h ~_, personally known to me (or proved to me on the
basis of satisfactory evidence to b~ th~' ~lf~a ~,,! ~ of Valley Centre I
L.L.C., the limited liability company that execut~ lt~ within and foregoing instrument and
acknowledged the instrument to be the free and voluntary act and deed of such company, for
the uses and purposes therein mentioned, and on oath stated that he or she was authorized to
execute the instrument pursuant to the operating agreement of such company or by a resolution
of the members of such company.
WITNESS my hand and official seal.
DANEIlL A. BRAND1
STATE OF WASHINGTON """'~_ j
N6~' Public in ~d for te of Washington
NOTARY--'-' PUBLIC Name: p~,~
MY ~MMISSION [~tRE5 5-0B-01 Residing at:
'~ My appoin~em expires: .
Exhibit "A" Resolution 2869
Option to Purchase
August 14, 1997
Page 7 [0TP-VCI]
STATE OF WASHINGTON )
COUNTY OF KING )
On this ~rd~day of ~, 1997, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn as such, personally
appeared C,,~.~4~ f,~ ~ _/ , personally known to me (or proved to me on the
basis of satisfactory evidence to be the e~i of City of Auburn,
the Washington municipal corporation that thin and foregoing instrument and
acknowledged the instrument to be the free and voluntary act and deed of such municipal
corporation, for the uses and purposes therein mentioned, and on oath stated that he or she
was property authorized to execute this instrument on behalf of such municipal corporation.
WITNESS my hand and official seal.
g ~o'~ NOTAFt' ~ Notary Public in and for the State of Washington
, .. _,-- : -
o, ~ Residing at: ~ ' /,~
~';#,~ WAB~ My appo~tment exp~s: /D- ~- ~ ~
~ iiIiiE~
Exhibit "A" Resolution 2869
Option to Purchase
August 14, 1997
Page 8 [0TP-VCl]
Legal Description - Airport Acquisition
That portion of Lots 2, 3 and 4, City of Auburn Short Plat Number 5-97 as recorded
under King County recording number 9705140453, lying east of the following described
line:
Beginning at the northeast comer of lot 2 of said Short Plat; Thence N 88-49-52 W,
along the north line of said lot 2, a distance of 59.00 feet to the beginning of this line
description; Thence S 00-51-25 W, along a line 59.00 feet westerly of and parallel with
the east line of said Short Plat to a point on the south line of said lot 3, which point bears
N 88-49-52 W, a distance of 59.00 feet, from the southeast comer thereof and the end of
this line description.
Exh/bit "B" Resolution No. 2869