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HomeMy WebLinkAbout4233RESOLUTION NO.4 2 3 3 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 JAMES K. STRACHAN FOR REAL PROPERTY WHEREAS, James K. Strachan is the owner of certain real property located in the City of Auburn commonly known as the corner of A Street Southeast and Second Avenue Southeast; and WHEREAS, James K. Stachan desires to sell this property and the City of Auburn desires to purchase this property; and WHEREAS, the City of Auburn and James K. Strachan 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 James K. Strachan 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. 4233 August 29, 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 -r ~~"~ _, 2007. l . _.-.. R' CITY QF_ BUR~AI__ i o ~~: ---_ PETER B. LEWIS MAYOR ATTEST: D jelle E. Daskam, City Clerk APP,i~OV,ED A~~9--FORM: B. Heii~C.ity A Resolution No. 4233 August 29, 2007 Page 2 of 2 C t ~. ~~~1(~ "% _ 2Q0~ ~ ~,~. ~ CONTRACT FOR PURCHASE AND SALE ~ ~ `~;W~.: THIS AGREEMENT is made and entered into this 1st day of August, 2007, by and between the City of Auburn, a municipal corporation of the State of Washington, hereinafter referred to as the "City," and James K. Strachan, as his separate property, hereinafter referred to as the "Seller": WHEREAS, Seller is the owner of certain real property located within the corporate limits of the City of Auburn, Washington, which the City is interested in purchasing and which the Seller is interested in selling. NOW THEREFORE, THE PARTIES HERETO HEREBY AGREE as follows: 1. DESCRIPTION: a) The location of the real property being conveyed ("Property") is at the corner of A Street SE and Second Avenue SE, within the City of Auburn, Washington 98001. b) The legal description of the Property is described as follows: Lots 6, 7 and the South 60 feet of Lot 8, all in Block 6, The Town of Slaughter, according to the plat thereof recorded in Volume 2 of Plats, page 56, in King County, Washington, EXCEPT that portion of Lot 8 conveyed to the City of Auburn for street purposes by deeds recorded under Recording Numbers 7701270580 through 7701270583; also known as King County Tax Parcel Numbers 781570-0305-07; 781570-0310-00; and 781570-0327-01. c) The Property includes all buildings and improvements located on the Property and all right, title and interest of the Seller in and to adjacent streets, roads, alleys, and rights-of--way, and: 2. PURCHASE-SETTLEMENT PRICE: On Closing, the City shall pay to the Seller the cash amount of One Million Two Hundred Twenty-five Thousand Dollars ($1,225,000). 3. EARNEST MONEY: The City shall deposit into escrow with Chicago Title Insurance Company, 32001 32nd Ave S # 400, Federal Way, WA 98001, a negotiable instrument payable to the bearer in the amount of One Thousand Dollars ($1,000), as earnest money for this Purchase and Sale Contract, and which shall be applied toward the purchase price hereof at closing; provided that if the Purchase and Sale does not proceed, said negotiable instrument shall be returned to the City forthwith. 4. CONVEYANCE OF PROPERTY: On Closing, the Seller shall convey to the City the above-described Property by statutory warranty deed subject only to matters identified herein. 5. CLOSING DATE: This transaction shall be closed on the 30th day of September, 2007 ("Closing Date"), unless extended by other provisions of Contract, or by written agreement of the Parties. The purchase proceeds and the deed and other closing papers shall be delivered by the parties to the closing agent prior to closing. CONTRACT FOR PURCHASE AND SALE Page 1 of 4 (08/0 ] /07) 6. RESTRICTIONS, EASEMENTS, LIMITATIONS: The City shall take title subject only to: zoning, restrictions, prohibitions and other requirements imposed by governmental authority; easements, encumbrances and restrictions as shown on the Title Report set forth herein below, Any financial encumbrances, liens and security interests on the Property shall be satisfied by the Seller prior to Closing, so that the title to the Property when conveyed shall be free and clear of any said financial encumbrances, liens and/or security interests. If title cannot be made so insurable prior to the closing date the earnest money shall, unless City elects to waive such defects or encumbrances, be refunded to the City, less any unpaid costs, and this agreement shall thereupon be terminated 7. CONDITION OF PROPERTY.. Seller makes no representations or warranties, express or implied, concerning the condition of the Property. The City is familiar with the Property and expressly agrees to accept it "AS IS, WHERE IS, WITH ALL FAULTS." This covenant is a material term of this contract. Seller represents that there are no parties in occupancy other than the Seller. 8. ASSIGN ABILITY: The City may assign this Contract in whole or in part. 9. EVIDENCE OF TITLE: The City shall be entitled to obtain at its sole cost and expense, a Title Report from a title insurance company mutually acceptable to the City ("Title Company") and an ALTA Form B title commitment ("Title Commitment") accompanied by one copy of all documents affecting the Property, and which constitute exceptions to the Title Commitment. 10. PLACE OF CLOSING: Closing shall be held at Chicago Title Insurance Company (the "Closing Agent"), 32001 32nd Ave S # 400, Federal Way, WA 98001. 11. TIME: Time is of the essence of this Contract. Any reference herein to time periods of less than six (6) days shall in the computation thereof, exclude Saturdays, Sundays and legal holidays, and any time period provided for herein which shall end on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. of the next business day. 12. DOCUMENTS FOR CLOSING: The City shall furnish the deed and closing statements, and the Seller shall furnish any documents necessary to satisfy any financial encumbrances, liens and/or security interests on the Property. 13. EXPENSES: State documentary stamps (Revenue Stamps) which are required to be affixed to the instrument of conveyance, any taxes on the conveyance of real property (Real Estate Excise Tax) and recording fees shall be paid by the City. 14. PRORATION OF TAXES: Real Estate taxes for the year of the closing shall be prorated to the date of closing. 15. RISK OF LOSS: If the improvements are damaged by fire or other casualty prior to closing, and the costs of restoring same does not exceed 3% of the assessed valuation of the improvements so damaged, cost of restoration shall be an obligation of the Seller and closing shall proceed pursuant to the terms of Contract with costs therefor CONTRACT FOR PURCHASE AND SALE Page 2 of 4 escrowed at closing. In the event the cost of repair or restoration exceeds 3% of the assessed valuation of the improvements so damaged, the City shall have the option of either taking the Property as is, together with either the said 3% or any insurance proceeds payable by virtue of such loss or damage, or of canceling the Contract and receiving return of deposit(s) made hereunder. 16. INSPECTIONS. The City or City's designee will be permitted access for inspections prior to closing, and agrees to hold Seller harmless from any claims or damages arising out of the exercise of such access right. 17. DEFAULT AND ATTORNEY'S FEES. If the following conditions are met, and the City fails without legal excuse (grounds) to complete the purchase of the Property, Seller shall have the option to either: (a) retain the earnest money as liquidated damages, (b) collect actual damages, or (c) obtain specific performance together with any incidental damages. If City or Seller institutes suit under this Agreement, the prevailing party is entitled to court costs and a reasonable attorney's fee. In the event of trial the amount of the attorney's fee shall be fixed by the Court. The venue of any suit shall be the county in which the property is located. 18. ESCROW: Any escrow agent receiving funds is authorized and agrees by acceptance thereof to promptly deposit and to hold same in escrow and to disburse same subject to clearance thereof in accordance with terms and conditions of Contract. Failure of clearance of funds shall not excuse performance by the City. 19. PROBATIONS AND INSURANCE: Assessments, rent, interest, insurance and other expenses and revenue of the Property shall be prorated as of date of closing. The City shall have the option of taking over any existing policies of insurance on the Property, if assumable, in which event premiums shall be prorated.. 20. SURVIVAL OF REPRESENTATIONS AND WARRANTIES: The representations and warranties set forth in this Contract shall be continuing and shall be true and correct on and as of the closing date with the same force and effect as if made at that time, and all of such representations and warranties shall survive the closing and shall not be affected by any investigation, verification or approval by any party hereto, or by anyone on behalf of any party hereto. 21. AGREEMENT SUBJECT TO CITY COUNCIL APPROVAL: This Agreement, and the City's obligations hereunder, are subject to approval by the Auburn City Council on or before September 18, 2007. If not approved by the City Council, any Earnest Money Paid shall be refunded to the City, and this Contract shall be null and void. 22. SECTION 1031 LIKE-KIND EXCHANGE: The Seller reserves the right to make this transaction a part of a Section 1031 like-kind exchange. The City agrees to cooperate in the completion of the like-kind exchange so long as the City incurs no additional liability in doing so, and so long as any expenses (including attorneys fees and costs) incurred by the City that are related only to the exchange are paid or reimbursed to the City at or prior to closing. 23. OTHER AGREEMENTS: No prior or present agreements or representations shall be binding upon any of the Parties hereto other than and unless incorporated in this CONTRACT FOR PURCHASE AND SALE Page 3 of 4 J . Contract. No modification or change in this Contract shall be valid or binding upon the Parties unless in writing, executed by the Parties to be bound thereby. EXECUTED on the day and year first above written. CIT ~ ~~ A ~N~ Peter B. Lewis, Mayor Attest: o~~~= - Danielle Daskam, City Clerk SELLER James K. S khan P.O. Box 5 2 Sumner, WA 98390 Phone: 253.833.8020 And Seller's Copy To: Robert E. West, Jr. West Law Offices, PS 332 1St St NE Auburn, WA 98002 Phone: 253.351.9000 E-mail: "rwest@westlawoffices.com CONTRACT FOR PURCHASE AND SALE Page 4 of 4