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HomeMy WebLinkAbout4050 RESOLUTION NO.4 0 5 0 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF AUBURN AND BRUCE D. ALVERSON AND JILL V. ALVERSON WHEREAS, Bruce D. Alverson and Jill V. Alverson, are the owners of certain real property located in the City of Auburn commonly known as the corner of 2nd Street SW and "A" Street SW, Auburn, Washington; and WHEREAS, Bruce D. Alverson and Jill V. Alverson, desire to sell this property to the City of Auburn and the City of Auburn desires to purchase this property; and WHEREAS, the City of Auburn and Bruce D. Alverson and Jill V. Alverson have negotiated an agreement which would be 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 Bruce D. Alverson and Jill V. Alverson which agreement shall be in substantial conformity with the Agreement a copy of which is Resolution No. 4050 June 19, 2006 Page 1 attached hereto, marked as Exhibit "A" and incorporated herein by this reference. 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 affect upon passage and signatures hereon. f-1 DATED and SIGNED this 11~ day of 2006. PETER B. LEWIS Mayor Attest: ~~ Danielle E. Daskam City Clerk aniel B. Heid City Attorney Resolution No. 4050 June 19, 2006 Page 2 REAL ESTATE PURCHASE AND SALE AGREEMENT This Agreement is entered into on May 16, 2006 between BRUCE D. ALVERSON and JILL V. ALVERSON, husband and wife, as "Seller" and the City of Auburn, a municipal corporation, as "Buyer." The Buyer agrees to buy and Seller agrees to sell, on the following terms, the property commonly known as corner of 2nd StreetSW & "A" Street SW, King County, Washington 98002, and legally described as follows and all rights appurtenant thereto and all improvements thereon: LOTS 5, 6, 7 AND 8, BLOCK 5, TOWN OF SLAUGHTER, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 2 OF PLATS, PAGE 56, RECORDS OF KING COUNTY, WASHINGTON; TOGETHER WITH THAT PART OF THE VACATED RIGHT-OF-WAY ATTACHING TO SAID PROPERTY, VACATED BY CITY OF AUBURN ORDINANCE NO. 5842, ADOPTED JUNE 7, 2004, V ACA TING THE FOLLOWING DESCRIBED RIGHT- OF-WAY; THAT PORTION OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 13, TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 1, BOCK 5, TOWN OF SLAUGHTER, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 2 OF PLA TS, PAGE 56, RECORDS OF KING COUNTY, WASHINGTON; THENCE NORTH 89004'39" WEST ALONG THE SOUTH LINE OF LOTS 1 THROUGH 4 OF SAID BLOCK 5 A DISTANCE OF 240.31 FEET (240 FEET PLAT) TO THE SOUTHWEST CORNER OF SAID LOT 4; THENCE SOUTH 0056'42" WEST A DISTANCE OF 20.00 FEET TO THE NORTHWEST CORNER OF LOT 5 OF SAID BLOCK 5; THENCE SOUTH 89004'39" EAST ALONG THE NORTH LINE OF LOTS 5 THROUGH 8 OF SAID BLOCK 5 A DISTANCE OF 240.32 FEET (240 FEET PLAT) TO THE NORTHEAST CORNER OF SAID LOT 8; THENCE NORTH 0056'07" EAST A DISTANCE OF 20.00 FEET TO THE SOUTHEAST CORNER OF SAID LOT I BEING THE POINT OF BEGINNING; SITUATE IN THE CITY OF AUBURN, COUNTY OF KING, STATE OF WASHINGTON. Tax Parcel Nos. 7815700250, 7815700255 & 7815700260. ~ ' !)-If.o -O~ ppn,",TT A C'D A un C' AT D ^ nDDOll.,o:r1\J'T' - 1 ~ S- J (p -C> c., EXHIBIT A I 0 ~ S- ... (Buyer and Seller authorize the Closing Agent to insert or correct, over their signatures, the legal description of the property.) AGREEMENT SUBJECT TO CITY COUNCIL APPROVAL. This Agreement, and the Buyer's obligations hereunder, are subject to approval by the Auburn City Council, which approval shall be conveyed to the Seller not later than June 20, 2006. If not approved by the City Council, any Earnest Money paid shall be refunded to the Buyer. PURCHASE PRICE. The purchase price is One Million Three Hundred Eighty- Seven Thousand Six Hundred Fifty U.S. Dollars ($1,387,650.00 U.S.), including any earnest money deposit required pursuant to this Agreement. PAYMENT. All cash at the time of closing. SECTION 1031 LIKE-KIND EXCHANGE. The Seller intends for this transaction to be a part of a Section 1031 like-kind exchange. The Buyer agrees to cooperate in the completion of the like-kind exchange so long as the Buyer incurs no additional liability in doing so, and so long as any expenses (including attorneys fees and costs) incurred by the Buyer that are related only to the exchange are paid or reimbursed to the Buyer at or prior to closing. BUYER PURCHASES "AS IS"/SELLER'S DISCLAIMER OF WARRANTIES. Buyer is purchasing the property "as is". Seller is making no representations or warranties, express or implied, as to the suitability of the property for Buyers intended use, the condition of the property or the existence of any hazardous substances or materials, as may be defined by any state or federal laws, on or below the property. Buyer should make all inquiries necessary to determine prior to closing that the property can be developed and the costs to do the same for Buyer's intended use including, but not limited to, the availability of utilities and the ability to acquire a building permit. CLOSING OF SALE. The closing agent shall be SCHNEIDER, GIBSON & JARVEY, INC.,P.S. This Agreem. ents.hallbec~ .0. nJu.ne2~'.20060rsq?!!.e~w. / greementoftheparties. .ne...30 I ~ ~ pr J POSSESSION AND ACCES . The Buyer shall be entitle t. possession on closing. "Closing" means the date on which all documents are recorded and the sale proceeds are available to Seller. The Buyer shall be allowed access to the property prior to closing in order. to facilitate satisfaction of any condition of this Agreement and the Buyer shall indemnifY and hold the Seller harmless from any injuries, damages, liabilities, claims, liens and other matters arising from any of Buyer's pre-closing activities on the property. This hold harmless and indemnity provision shall survive closing or any earlier termination of this Agreement and is in addition to any other remedies provided for herein, including liquidated damages. CONDITION OF TITLE. Unless otherwise specified in thi8 Agreement, title to the property shall be marketable at closing. The following shall not cause the title to be unmarketable: rights, reservations, covenants, conditions and restrictions presently of record and general to the area; PURCHASE AND SALE AGREEMENT - 2 {hr- ~. ~ 5"-{(P - 0 ~ ~ -' IlP - oCe. o -S-. ~ easements and encroachments not materially affecting the value of or unduly interfering with Buyer's intended use of the property; and reserved oil and/or mining rights. Monetary encumbrances not assumed by Buyer shall be paid by the Seller on or before closing. TITLE INSURANCE. The Seller authorizes Closing Agent, at Seller's expense, to apply for a standard form buyer's policy .of title insurance from Old Republic Title, Ltd. The preliminary commitment therefor. and the title policy to be issued, shall contain no exceptions other than the General Exclusions and Exceptions in said standard form and those acceptable pursuant to the paragraph above entitled "Condition of Title." Iftitle cannot be made so insurable prior to the closing date, the earnest money shall, unless Buyer elects to waive such defects or encumbrances, be refunded to the Buyer less any unpaid costs and this Agreement shall thereupon be terminated. Deed. CONVEYANCING. Warranty Deed. Title shall be conveyed by a Statutory Warranty PERFORMANCE. Time is of the essence of this Agreement. ASSIGNMENT. The Buyer may not assign this Agreement, or Buyer's rights hereunder, without Seller's prior written consent, which consent shall not be unreasonably withheld. CLOSING COSTS AND PRORATION. Seller and Buyer shall each pay one-half of the escrow fee. The Seller shall pay real estate excise tax and Buyer shall pay recording fees for the deed and any financing instruments. Taxes for the current year shall be prorated as of closing. If any payments are delinquent on encumbrances which will remain after closing, Closing Agent is instructed to pay them at closing from money due, or to be paid by, Seller. Utilities shall be prorated directly between the parties outside of closing. NOTICES. Unless otherwise specified, any notice required or permitted in, or related to, this Agreement must be in writing; signed by anyone Buyer or Seller (including either husband or wife); and received by or at the office of the Closing Agent who for this limited purpose, shall be the Agent of both parties. Any time limit in or applicable to a notice shall commence on the day following receipt ofthe notice by the Closing Agent, unless that is a Saturday, Sunday or holiday, in which event it will commence on the next following business day. SELLER AND BUYER MUST KEEP CLOSING AGENT ADVISED OF THEIR WHEREABOUTS TO RECEIVE PROMPT NOTIFICATION OF RECEIPT OF A NOTICE. CLOSING AGENT HAS NO RESPONSIBILITY TO ADVISE OF RECEIPT OF A NOTICE BEYOND EITHER PHONING THE PARTY OR CAUSING A COPY OF THE NOTICE TO BE MAILED TO THE PARTY'S ADDRESS ON THIS AGREEMENT. FACSIMILE TRANSMISSION. Facsimile transmission of any signed original document, and retransmission of any signed facsimile, shall be the same as delivery of an original. At the request of either party, or the Closing Agent, the parties will confirm facsimile transmitted signatures by signing an original document. PURCHASE AND SALE AGREEMENT - 3 /;p ~V~ 3 s- -( & -0 Co ~-)(P-o~ o -5-- S-- BUYER'S FUNDS TO CLOSE. The Buyer represents that Buyer has sufficient funds to close this sale in accordance with this Agreement, and is not relying on any contingent source of funds or gifts unless expressly set forth elsewhere in this Agreement. EARNEST MONEY DEPOSIT. The Buyer agrees to pay herewith Ten Thousand Dollars ($10,000.00) in the form ofa City of Auburn check, to be held by Closing Agent in Closing Agent's pooled trust account (with interest paid to The Legal Foundation of Washington). BROKERS. No brokers have been engaged by either party except as disclosed in this Agreement. If a claim for a commission is made based on alleged arrangements or agreements' by either party that Was not disclosed in this Agreement, the party allegedly making such arrangements or agreements shall indemnity and hold the other party and Closing Agent harmless from any such claim, including without limitation, any legal fees and costs in connection with defending against such claim. CASUALTY LOSS AND CONDEMNATION. The risk of the condemnation of or casualty loss to any of the property shall be borne by the Seller until the date of closing or until the Buyer takes possession of the property, whichever date is earlier. The Buyer shall have the option to either terminate the transaction or proceed with the closing and take an assignment of any condemnation and/or insurance proceeds. The Buyer is only entitled to resort to this option in the event of a casualty loss if the Seller fails to restore the property to its previous condition within the time permitted for closing. SURVIVAL AFTER CLOSING. The terms, covenants, representations and warranties contained in this Agreement shall not merge in the deed of conveyance, but shall survive closing. SUCCESSOR AND ASSIGNS. Subject to any restrictions against assignment, the provisions ofthis Agreement shall be binding on the heirs, successors and assigns of the Seller and the Buyer. APPLICABLE LAW. This Agreement shall be governed and interpreted in accordance with the laws of the State of Washington and the venue of any action brought to interpret or enforce any provisions of this Agreement shall be in the county where the property is situated. ENTIRE AGREEMENT. ThisAgreement constitutes the entire agreement ofthe parties and supersedes all prior agreements and understandings written and oral. This Agreement may be amended only in writing executed by Seller and Buyer. ATTORNEY'S FEES AND COSTS. In the event of any suit or action is instituted concerning this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and costs incurred in such suit or proceeding. DEFAULT. In the event Buyer fails, without legal excuse, to complete the purchase of the PURCHASEANDSALEAGREEMENT-4 /!:;P ~~ S--l~--O " S-/{p. D~ tf. ~.f- S-- property, then Seller may, at its option, bring suit against Buyer for Sellers actual damages, or pursue any other rights or remedies available at law or in equity. In the event Seller fails, without legal excuse, to complete the sale of the property, then Buyer may, at its option, bring suit against the Sellers, for specific performance of the property sale transaction, and for its actual damages, or for any other rights or remedies available at law or in equity. THIS AGREEMENT HAS BEEN PREPARED BY SCHNEIDER, GIBSON & JARVEY, INC. P.S. ACTING AS ATTORNEYS FOR SELLER. BUYER IS SPECIFICALLY ADVISED THAT THIS AGREEMENT SHOULD BE SUBMITTED TO BUYER'S ATTORNEY AND TAX SPECIALIST FOR THEIR REVIEW AND APPROVAL PRIOR TO SIGNING THIS AGREEMENT. NO REPRESENTATIONS OR WARRANTIES ARE MADE TO BUYER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS AGREEMENT, THE TRANSACTION DESCRIBED HEREIN, OR ANY A TT ACHMENTS TO THIS AGREEMENT. AGREEMENT TO SELL AND TIME LIMIT FOR ACCEPTANCE. The Seller offers to sell the property on the above terms and conditions. The Buyer has until midnight of May 26, 2006 to accept this offer (if not filled in, the day following the last Seller signature date below.) Acceptance is not effective until a signed copy hereof along with any earnest money is actually received by oy~ the office of Closing Agent. If this offer is not so accepted, it shall lapse. SELLER: I~ Dc ~ DATED S-~/(., -0 <a SELLER:d'u II ~b[1DvQ - DATED S-/{g -0& SELLER'S PHONE: Cell: (253) 307-026~ Work: (253) 939-5225 SELLER'S ADDRESS: 328 SW 292nd Federal Way, W A 98023 BUYER'S ACCEPTANCE. The Buyer agrees to purchase the property on the terms and conditions herein. CITY -- 5, .)CZ By: Peter B. Lewis, Mayor L" =# DATED - BUYER'S PHONE: Office: (253) 931-3008 BUYER'S ADDRESS: Auburn City Hall 25 West Main Street Auburn, W A 98001 f!pr- ~-I 0:, -cJ ~ -1tJ ~ 5~)fo - O~ s-oIs- PURCHASE AND SALE AGREEMENT - 5 ....... .. REAL EST A TE PURCHASE AND SALE AGREEMENT This Agreement is entered into on May 16,2006 between BRUCE D. ALVERSON and JILL V. ALVERSON, husband and wife, as "Seller" and the City of Auburn, a municipal corporation, as "Buyer." The Buyer agrees to buy and Seller agrees to sell, on the following terms, the property commonly known as corner of 2nd Street SW & "A" Street SW, King County, Washington 98002, and legally described as follows and all rights appurtenant thereto and all improvements thereon: LOTS 5, 6, 7 AND 8, BLOCK 5, TOWN OF SLAUGHTER, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 2 OF PLATS, PAGE 56, RECORDS OF KING COUNTY, WASHINGTON; TOGETHER WITH THAT PART OF THE VACATED RIGHT-OF-WAY ATTACHING TO SAID PROPERTY, VACATED BY CITY OF AUBURN ORDINANCE NO. 5842, ADOPTED JUNE 7,2004, V ACA TING THE FOLLOWING DESCRIBED RIGHT- OF-WAY; THAT PORTION OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 13, TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 1, BOCK 5, TOWN OF SLAUGHTER, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 2 OF PLATS, PAGE 56, RECORDS OF KING COUNTY, WASHINGTON; THENCE NORTH 89004'39" WEST ALONG THE SOUTH LINE OF LOTS 1 THROUGH 4 OF SAID BLOCK 5 A DISTANCE OF 240.31 FEET (240 FEET PLAT) TO THE SOUTHWEST CORNER OF SAID LOT 4; THENCE SOUTH 0056'42" WEST A DISTANCE OF 20.00 FEET TO THE NORTHWEST CORNER OF LOT 5 OF SAID BLOCK 5; THENCE SOUTH 89004'39" EAST ALONG THE NORTH LINE OF LOTS 5 THROUGH 8 OF SAID BLOCK 5 A DISTANCE OF 240.32 FEET (240 FEET PLAT) TO THE NORTHEAST CORNER OF SAID LOT 8; THENCE NORTH 0056'07" EAST A DISTANCE OF 20.00 FEET TO THE SOUTHEAST CORNER OF SAID LOT 1 BEING THE POINT OF BEGINNING; SITUATE IN THE CITY OF AUBURN, COUNTY OF KING, STATE OF WASHINGTON. PURCHASE AND SALE AGREEMENT - 1 Tax Parcel Nos. 7815700250, 7815700255 & 7815700260. ~ lo~s- S--If.o-o~ S- J (p -0<:" "": (Buyer and Seller authorize the Closing Agent to insert or correct, over their signatures, the legal description of the property.) AGREEMENT SUBJECT TO CITY COUNCIL APPROVAL. This Agreement, and the Buyer's obligations hereunder, are subject to approval by the Auburn City Council, which approval shall be conveyed to the Seller not later than June 20, 2006. If not approved by the City Council, any Earnest Money paid shall be refunded to the Buyer. PURCHASE PRICE. The purchase price is One Million Three Hundred Eighty- Seven Thousand Six Hundred Fifty U.S. Dollars ($1,387,650.00 U.S.), including any earnest money deposit required pursuant to this Agreement. PAYMENT. All cash at the time of closing. SECTION 1031 LIKE-KIND EXCHANGE. The Seller intends for this transaction to be a part of a Section 1 031 like-kind exchange. The Buyer agrees to cooperate in the completion of the like-kind exchange so long as the Buyer incurs no additional liability in doing so, and so long as any expenses (including attorneys fees and costs) incurred by the Buyer that are related only to the exchange are paid or reimbursed to the Buyer at or prior to closing. BUYER PURCHASES "AS IS"/SELLER'S DISCLAIMER OF WARRANTIES. Buyer is purchasing the property "as is". Seller is making no representations or warranties, express or implied, as to the suitability of the property for Buyers intended use, the condition ofthe property or the existence of any hazardous substances or materials, as may be defined by any state or federal laws, on or below the property. Buyer should make all inquiries necessary to determine prior to closing that the property can be developed and the costs to do the same for Buyer's intended use including, but not limited to, the ,lvailability of utilities and the ability to acquire a building permit. CLOSING OF SALE. The closing agent shall be SCHNEIDER, GIBSON & JARVEY, INC., P.S. This Agreement shall be c~on J.une 23, 2006 ~r SOlO.!!. nee0lr y~greement of the parties. 11e....30 I 2-CId (p ~. POSSESSION AND ACCES . The Buyer shall be entitl~t possession on closing. "Closing" means the date on which all documents are recorded and the sale proceeds are available to Seller. The Buyer shall be allowed access to the property prior to closing in order to facilitate satisfaction of any condition of this Agreement and the Buyer shall indemnify and hold the Seller harmless from any injuries, damages, liabilities, claims, liens and other matters arising from any of Buyer's pre-closing activities on the property. This hold harmless and indemnity provision shall survive closing or any earlier termination ofthis Agreement and is in addition to any other remedies provided for herein, including liquidated damages. CONDITION OF TITLE. Unless otherwise specified in this Agreement, title to the property shall be marketable at closing. The following shall not cause the title to be unmarketable: rights, reservations, covenants, conditions and restrictions presently of record and general to the area; PURCHASE AND SALE AGREEMENT - 2 fAfr-' 3lPc- ~ c:; -{(p - 0 ~ ~-'t(P-OCo o -S- ~ easements and encroachments not materially affecting the value of or unduly interfering with Buyer's intended use of the property; and reserved oil and/or mining rights. Monetary encumbrances not assumed by Buyer shall be paid by the Seller on or before closing. TITLE INSURANCE. The Seller authorizes Closing Agent, at Seller's expense, to apply for a standard form buyer's policy of title insurance from Old Republic Title, Ltd. The preliminary commitment therefor, and the title policy to be issued, shall contain no exceptions other than the General Exclusions and Exceptions in said standard form and those acceptable pursuant to the paragraph above entitled IICondition of Title." If title cannot be made so insurable prior to the closing date, the earnest money shall, unless Buyer elects to waive such defects or encumbrances, be refunded to the Buyer less any unpaid costs and this Agreement shall thereupon be terminated. CONVEYANCING. Warranty Deed. Title shall be conveyed by a Statutory Warranty Deed. PERFORMANCE. Time is of the essence of this Agreement. ASSIGNMENT. The Buyer may not assign this Agreement, or Buyer's rights hereunder, without Seller's prior written consent, which consent shall not be unreasonably withheld. CLOSING COSTS AND PRORATION. Seller and Buyer shall each pay one-half of the escrow fee. The Seller shall pay real estate excise tax and Buyer shall pay recording fees for the deed and any financing instruments. Taxes for the current year shall be prorated as of closing. If any payments are delinquent on encumbrances which will remain after closing, Closing Agent is instructed to pay them at closing from money due, or to be paid by, Seller. Utilities shall be prorated directly between the parties outside of closing. NOTICES. Unless otherwise specified, any notice required or permitted in, or related to, this Agreement must be in writing; signed by anyone Buyer or Seller (including either husband or wife); and received by or at the office of the Closing Agent who for this limited purpose, shall be the Agent of both parties. Any time limit in or applicable to a notice shall commence on the day following receipt of the notice by the Closing Agent, unless that is a Saturday, Sunday or holiday, in which event it will commence on the next following business day. SELLER AND BUYER MUST KEEP CLOSING AGENT ADVISED OF THEIR WHEREABOUTS TO RECEIVE PROMPT NOTIFICATION OF RECEIPT OF A NOTICE. CLOSING AGENT HAS NO RESPONSIBILITY TO ADVISE OF RECEIPT OF A NOTICE BEYOND EITHER PHONING THE PARTY OR CAUSING A COpy OF THE NOTICE TO BE MAILED TO THE PARTY'S ADDRESS ON THIS AGREEMENT. FACSIMILE TRANSMISSION. Facsimile transmission of any signed original document, and retransmission of any signed facsimile, shall be the same as delivery of an original. At the request of either party, or the Closing Agent, the parties will confirm facsimile transmitted signatures by signing an original document. PURCHASE AND SALE AGREEMENT - 3 /;p- ~V~ 3 s- -( &-0 G:::. :)-){P-o(p D -5- S-- BUYER'S FUNDS TO CLOSE. The Buyer represents that Buyer has sufficient funds to close this sale in accordance with this Agreement, and is not relying on any contingent source of funds or gifts unless expressly set forth elsewhere in this Agreement. EARNEST MONEY DEPOSIT. The Buyer agrees to pay herewith Ten Thousand Dollars ($10,000.00) in the form of a City of Auburn check, to be held by Closing Agent in Closing Agent's pooled trust account (with interest paid to The Legal Foundation of Washington). BROKERS. No brokers have been engaged by either party except as disclosed in this Agreement. If a claim for a commission is made based on alleged arrangements or agreements by either party that was not disclosed in this Agreement, the party allegedly making such arrangements or agreements shall indemnity and hold the other party and Closing Agent harmless from any such claim, including without limitation, any legal fees and costs in connection with defending against such claim. CASUALTY LOSS AND CONDEMNATION. The risk of the condemnation of or casualty loss to any of the property shall be borne by the Seller until the date of closing or until the Buyer takes possession ofthe property, whichever date is earlier. The Buyer shall have the option to either terminate the transaction or proceed with the closing and take an assignment of any condemnation and/or insurance proceeds. The Buyer is only entitled to resort to this option in the event of a casualty loss if the Seller fails to restore the property to its previous condition within the time permitted for closing. SURVIVAL AFTER CLOSING. The terms, covenants, representations and warranties contained in this Agreement shall not merge in the deed of conveyance, but shall survive closing. SUCCESSOR AND ASSIGNS. Subject to any restrictions against assignment, the provisions ofthis Agreement shall be binding on the heirs, successors and assigns of the Seller and the Buyer. APPLICABLE LAW. This Agreement shall be governed and interpreted in accordance with the laws of the State of Washington and the venue of any action brought to interpret or enforce any provisions of this Agreement shall be in the county where the property is situated. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and understandings written and oral. This Agreement may be amended only in writing executed by Seller and Buyer. ATTORNEY'S FEES AND COSTS. In the event of any suit or action is instituted concerning this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and costs incurred in such suit or proceeding. DEF AUL T. In the event Buyer fails, without legal excuse, to complete the purchase of the PURCHASE AND SALE AGREEMENT - 4 bP ~1JPr- - S- -/6 -0 c;.., S-/{p- Dip tfo-5- S- . ' property, then Seller may, at its option, bring suit against Buyer for Sellers actual damages, or pursue any other rights or remedies available at law or in equity. In the event Seller fails, without legal excuse, to complete the sale of the property, then Buyer may, at its option, bring suit against the Sellers, for specific performance of the property sale transaction, and for its actual damages, or for any other rights or remedies available at law or in equity. THIS AGREEMENT HAS BEEN PREP ARED BY SCHNEIDER, GIBSON & JARVEY, INC. P.S. ACTING AS ATTORNEYS FOR SELLER. BUYER IS SPECIFICALLY ADVISED THAT THIS AGREEMENT SHOULD BE SUBMITTED TO BUYER'S ATTORNEY AND TAX SPECIALIST FOR THEIR REVIEW AND APPROV AL PRIOR TO SIGNING THIS AGREEMENT. NO REPRESENTATIONS OR WARRANTIES ARE MADE TO BUYER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS AGREEMENT, THE TRANSACTION DESCRIBED HEREIN, OR ANY A TT ACHMENTS TO THIS AGREEMENT. AGREEMENT TO SELL AND TIME LIMIT FOR ACCEPTANCE. The Seller offers to sell the property on the above terms and conditions. The Buyer has until midnight of May 26, 2006 to accept this offer (if not filled in, the day following the last Seller signature date below.) Acceptance is not effective until a signed copy hereof along with any earnest money is actually received by of'Yhe office of Closing Agent. If this offer is not so acce~ ted, it sballlapse. SELLER: l~ D. llI~ DATED ~-( ~-O Co SELLER: d H V ~ 7:.I/j.{W - DA lED S -I (p -0& SELLER'S PHONE: Cell: (253) 307-0266 Work: (253) 939-5225 SELLER'S ADDRESS: 328 SW 292nd Federal Way, WA 98023 BUYER'S ACCEPTANCE. The Buyer agrees to purchase the property on the terms and conditions herein. CITY - c:~ - (5. '7/a; By: Peter B. Lewis, Mayor .A.... ..:Jt DATED BUYER'S PHONE: Office: (253) 931-3008 BUYER'S ADDRESS: Auburn City Hall 25 West Main Street Auburn, W A 98001 f}pr- ~- -( ~ -0 <;. ~ A-- 5-)fo - 0& s-4s- PURCHASE AND SALE AGREEMENT - 5