Loading...
HomeMy WebLinkAbout4247RESOLUTION NO. 4 2 4 7 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 ATLANTIC SERVICES, INC FOR REAL PROPERTY WHEREAS, the City of Auburn owns a piece of certain real property commonly known as 3016 Auburn Way North, in Auburn, Washington that the City no longer needs for municipal purposes and surplused it under Resolution 4238; and WHEREAS, Atlantic Services, Inc. desires to purchase said property; and WHEREAS, the City of Auburn and Atlantic Services, Inc. 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 Atlantic Services, Inc. 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. 4247 September 24, 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 ~ ~~~~~' , 2007. ~5~ ~, P ~'fER ~LEWIS ~~~ MAYOR ATTEST: Dan' le E. Daskam, City Clerk TO FORM: niel B. He"~ii ,City Attorney Resolution No. 4247 September 24, 2007 Page 2 of 2 RCN ~ r ~i v~.~rvp Bunn unaerwooa 4'15 t~tib b:ifi:~ p,1 r REAL ESTATE PURCF~ASE AND SALE AGREEMENT GITI~ OF AUBURN AND ~~1~-~9 ~~~ ~~ .ly ~ ~~~ 1 ~i<,1~ ; • THIS AGREEMENT is made and entered into by and between the purchasers, CITY OF AUBURN (the "City"), and f~-TLA~~T1t' Sl•~~~'IC~~ k ("the Buyer"). l ~-"C. 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 shah sell, convey and transfer tv the Buyer and the Buyer shall purchase, acquire and take from the City, the real property legally described as follows, and. generally know as 3016 Auburn Way N., Auburn, WA 98002 Lot 2, City of Auburn Short Plat Number SPL0001-96, recorded under Recording Number 960531424, records of King County, Washington King County Tax Parcel Number 000100-0{120-05 `~~ 2. EARNEST NfONEY DEPOSIT. The Buyer agrees to pay herewith `~~~~ T~{c~ 9 ~^~ US Dollars ($.Op) as earnest money, in the form of C-~~~~ 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 Million One c~~~ Hundred Thousand US Dollars ($1,100,000.00}. The parties acknowledge that the purchase price represents the fair market value of the Property. The agreed upon amount is payable by ~i.J-~ ~'~~1.~ at closing. 1 yep ,i i u i u.s:4 i p Bonn unaerwooa 4'~b titSb 5;~b;3 p.3 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 uDeed"), duly executed and acknowledged in a recordable form, conveying #o 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. EXRENSES. A. Expenses of the City. The Gity 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; {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 nat Cured on or before the closing date, as postponed, the Buyer may terminate this agreement ar 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 2 Sep 17 07 03:41 p John Underwood 4'Lb titib b:iEi;i p.4 or from the property any hazardous waste, toxic substances, or related materials (the "Hazardous Materials"). For the purposes of #his 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 discover that the property contains any Hazardous Waste,. of which it has not been previously advised, the Buyer 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 par#y: City ~ ~ }~`,~.,,~t~ City of Auburn ~'ti ~.Y C~!~V`z-~'~ Human Resources Department ~~q~~~ ~~ ~ ~ ~ M~l_ 25 W. Main St. L ~ ~~ ~ Auburn WA 98001 ~ ~ `~ ~ Buyer `-.~~,. ~`1.Z~ 1.~'~1' ``~~CG"~? 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, covertiants, 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. 3 Sep ~ / u/ u;~:4lp ,lonn undeiwood 4Lb t5tib S:Sb:S p.b 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 Cities until (1 }the Mayor of the City of Auburn, executes the Agreement and (2) the Auburn City Council approve the Agreement. 16. DISCLOSURE STATEMENT. The City shall, within five (5} days of the Buyer's accep#ing 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 shalt 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. fn 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. LEC~4L 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 TC 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 200 to accept this offer (if not filled in, the day following the Citiy's signature date below.) Acceptance is not effective until a signed copy hereof along with any earnest money is 4 yep .i i ui U3:41p uonn unaerwooa 415 tftfb b:SC~:S p.(~ 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 whale or in part, without the prior written consent of tie, other parties hereto. 21. AIhJ1ENDMENT, MODIFIGATIDN OR WAIVER. No amendment, modification or ~~ waiver of any condition, provision or term of this Agreement shall be valid or of any effect f unless made in writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representatives} 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. 5 aep ii ui us4sp JOnn UnOEIW000 4L0 tSZSb b.5b:5 p.i 26. COUi<+1TERPARTS. 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: ACCEPTED this l ~ day of , 2007 BUYER ~ ~ c~~1 L ~~ ~ ~' c~ ~ ;1 ~.~~~ L ~~-,~, (print me ~ -- / `7`-- ~~ '~- Date IJ ~ ~. ~l~j ~.. ~~. ~,,t.~,~ ~~~ Lc ~,~ ~~~ 1~,~~G ~ , ~~ ~~ti1 `~ e ~ ~.,. ,. C ~~ 6 ~ ~~'~ Date ATLANTIC SERVICES, INC. P.O. Box 3601 4202 134'" Avenue NE Bellevue, Washington 98005 Tel 425 883 26b2 Fax 425 885 5363 Email: johnw@~junderwood.com September 17, 2007 Via fax and LISPS Ms. Brenda Heineman City of Auburn 25 West Main Auburn, Washington 98001-4998 Re: REPSA 301b Auburn Way dear Ms. Heineman: I enclose herewith the following documents: 1. REPSA City of Auburn to Atlantic Services, Inc. 2. Check number ibZb payable to Chico Titte Insurance for $10,000 Earnest Money 3. Copy of c~rent corporate license for Purchaser Presumably these instruments meet with your requirements for this transaction. If not, please let me know your needs. In the reasonably near future I will need the following: 1. Copy of survey noted as exception #10 on Chicago Titk report #10565b3 2. Supplemtntal Report to #1056563 deleting exceptions # 3, 5,6,7 and 8, and Note 1 3. Copy of easement, covenant, and agreement noted as exceptions # 1, 2, and 3 of Report #105656 I will be assigning this REPSA to a new single purpose Ll..C to be formed sometime before closing. I will expect to close on December 30, 2007. ATLA C SERVICES, 3 By ~ ~ ~ ,~ ohn erwood, President REAL ESTATE PURCHASE AND SALE AGREEMENT CITY OF AUBURN AND ,~~ L:-.~-~ ~ l° ~~`~~ C ~~ ~ ~ ~C j THIS AGREEMENT is made and entered into by and between the purchasers, CITY OF AUBURN (the "City"), and ~'CL,I~b~.ii"C1 C ~ '~V1~ ("the Buyer"). ~ ~-;~. WITNESSETH: Whereas, the City owns a certain piece of real property thaf wt 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 know as 3016 Auburn Way N., Auburn, WA 98002_ Lot 2, City of Auburn Short Plat Number SPL0001-96, recorded under Recording Number 960531424, records of King County, Washington King County Tax Parcel Number 000100-0020-05 2. EARNEST MONEY DEPOSIT. The Buyer agrees to pay herewith ~~~~ `T~t~~9~ ~"~J --US Dollars ($x.00) as earnest money, in the form of CL-~-~ 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 Million One ~~~ Hundred Thousand US Dollars ($1,100,000.00). The parties acknowledge that the purchase price represents the fair market value of the Property. The agreed upon amount is payable by ~_ ~ at closing. 1 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; (iii) real estate taxes due after the closing date, if any. 7. POSSESSION. Thee-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 2 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 discover that the property contains any Hazardous Waste, of which it has not been previously advised, the Buyer 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 ~ U ~`(~~tJ p City of Auburn ~ /~-~.~ r~f~1Jz^{~ Human Resources department ~ ~ ~1L-1-1T- 25 W. Main St. ~~_ ~ ~~~~ _ ~"~~ t~ ," 1 AuburnlNA 98001 ~ ~ ~~ ~E ~ ~ ~ i~]-~~ `~pz~~ 1~~- ~, ;~ ~~ ~v~ ~L.Sl~ 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. 3 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 Cities until (1) the Mayor of the City of Auburn, executes the Agreement and (2) the Auburn City Council approve the Agreement. 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 shalt 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 SUFFICfENCY, 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 , 200 to accept this offer (if not filled in, the day following the Citiy's signature date below.) Acceptance is not effective until a signed copy hereof along with any earnest money is 4 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 t~ other parties hereto. 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 effector 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 Parry") 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 Parryy or Parties, or;jointly against an Indemnified Party or Parties and the Indemnifying Party, the Indemnitying 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. 5 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 N l Peter B. Lewis, Mayor Date ACCEPTED this .day of , 2007 BUYER ~ ~'~-~, (print me ~'--1 ~'-~ ~- Date ~- ._ 6 s ~`~ . ' ~\ f ~ ., ~ ~ L j ~ 1 CHICAGO TITLE INSURANCE CO[~ANY AL.TA COM~1T11~1T ~~~~~ ~ (Caarh~ne~ p~~t Noa 001056563 YoUir NO.: LSWIS/CITY OF AUBURN SPY3CIAx, BXCL~FTiQNS - x 1. RASBMIRQT AND TIIg TERMS AND CONDITIONS TIIBRBOF GRANTEE: TIiB CITY OF AUBURN, A MUNICIPAL CORPORATION ~.` PURPOSE: - CONSTRUCTION, OPERATIdN AND 14AILITSNANCB OF A SETRBR OUT-FALL ,~,. LINE AREA AFFECTED: TITS 80UTH 15 FBBT OF LOT 2 RBCORI~U: OCTOHgR 15, x962 RECdRDINQr NUMBER: 5692373 s 2. C:O~~NTS, CONDITIONS, RESTRICTIONS, DI3DIL'ATIONS, AGRBI3MBNT8, BASEMENTS, MAI~I'1.'SL~N'C8 PROVISIONS AND NOTES, AS CO~ITAINBD IN CITY OF r~ AUBORDi SHORT PLAT R SP_2-50, RECORDED IIDIDBR RI3CORDING NUM88R ~~(~~ 8003260873. c BASED ON TSS I60ST CURRY;NT SNRVSY ANA A PHYSICAL INSPECTIDAT OF THE SITS, T88 APPAREi~T DISCREPANCY REGARDINt3 THS LOCATION OF THE SOUTA V' LII~ OF SAID PREMIERS AS SLT WT IN NOTE 2 OF SAID SHORT PLAT HAS ~J~ ~ 88$N RS'SOLVSD AA1D IS NO LOS ABPLICABLB TO 'I'H$ PROPERTY. a 3. A[~EBMBNT AND T13S TSR~lS AND CONDITIONS THER>$OF: ^....- 73$7.'9P88N: HITCO, INC . ~.~~~ AND: TH8 CITY OF AUBURN '~ : NOV8M88R 5, 1980 RBCORDIN~3 NC7MB$R: 8011050750 RBC,~iR,DINCf: FUTURE CaNSTRUCTIOIQ OF WATER MAINS ' AND TtiS FORA(ATION OF A LOCAL IMPROVEMENT DISTRICT s 4. PAYltiSNT OF T8R REAL B$TATS BXCISS TAX, IF REQUIRED. ~~ TBB PROPERTY DSSCRI$8D HEREIN I8 SITt1ATSD WITHIN TH8 HOUNDARILS OF LOCAL TAXING AUTIWRITY OF CITY OF AUBURN. PRESENT RATS IS 1.'78#. ANY CONVEYANCE DOCUMENT M{?ST B8 ACCOMPANIED BY THIS OFFICIAL WASBINdTON ST,ATS E7CCISB TAX AFFIDAVIT. THB APBLICASLE F.ICCISE TAX ARU9T 88 PAID AND TH8 AFFIDAVIT APPROVBD AT THB TIM$ OF TH8 RTCORDING OF TB8 CONVEYANCE DOCUNIBDt'i'8. ctir~utaeei/s:c~-/w~ 9Z0/s00~j _,___ XYd~ Q$,d 87ZI~ 09dOIH0 .6iT6 9~8_ £SZ %Vri ZT:9T IQ/La/60 _. . ~ n ,~ r'~ ti .~ `• J CHICAGO TITLE IATSURANCE COMPANY A.L.TA COi-~IT11dSNT SC~~~E B (Continued) . }!'off ~~ : LSWIS jCTTY OF AIIBURN ..~.... SPECIAL EJ~LCEPTIONS - r S . DBBD OF TRUST AND TSB' TERMS AND CONDITIOQiT3 TtiBREOF .~ ; ~Yk~ TRUST$?~: O ,QCIARYr DATA R13CORDBD: RECORDING ~lUMBIsR: LOAN I~R7M88R IORITS M. LEWIS AND SUZANNE M. LEiiI9, HUSHAND AND i~IIFB LAATYER$ TITLE AG$NCY OF 1PASEIINC~TON NORTHWEST Il~T~ATIONAL BANK $ 245,000.00 APRA', l5, 2002 APRIL 17, 2002 2002041?002664 1700054x5 TH8 AMOUNT NOW 9BCLIREU BY SAID D88D OF TRVBT AND THE TERMS UP04itPSICS TH8 SA~+1B CAN 88 DISCRARt~A OR AS3UN~ SHOULD 8E A$CSRTAINBD FROM TBB HOLDER OF TSB INDSBT,®NBSS SECURED. 0 6. IND~lITY ACiRS~1T xtBGARDING HAZARDOUS stJB9TANCSS, INCLtIDIN(3 T88 T8RM3 AND pROVI$ION$ TB8REOF: ~: IQRITH M. LEWI3 AND SDZANNB M. LSWI$ ~~~ GRAD: NORTHWEST INTSRNATIONAZ, BANK REC.'ORD$D= APRIL 17, 2002 RECORDING NOM88R: 2002041?002665 • a 7. RIGHT, TITLL AND INTEREST OF SYNSRGIZB I+LC, PRSSiA~3• SY T8B ICIHC~ ,~y'~ QOI)NTY TAX RA7~LS TO HAVE AN INT'H~2EST IN $AII7 kR8MIS13S . V" ~ t NOTE : SAID IN',ISRSST, IF ANY, IS StJBJBCT TO I'HB P~DLLODPIldG b1ATT8R (S) $IiOY~TA AT k'ARAGRAPH (S~ B . ~ 8. TERMS AND CONDITIONS OF Tffi3 LIMIT$D LIABI&ITJt COMPANY' AGREEMENT FOR ~~~ _ 9YI~AC•3IZE LLC. ~ NOTE r A COF+Y OF fiH8 LIMIT® LIABILITY COMPAt1Y AGRE~.~, AND AMBNDMSNTB 'i~'1'O, IF ANY, MUST HB SUBMITTED. a 9. TITLE TS TO B$ VESTED IN PERSONS NOT YLT AEVEALBD AND Wf~i SO V8ST8D ~~~ WILL 8S SUSJBCT TD DlATTBRS AISCLOSgD BY A SEARCH OF THE R73CORDS AGAINST TBBIR NA1KS8. ctrsayc~ts szoisoo~i .~__. A~dl Qff3 S7ZI,L o~~+aiHa ~ sus. ssa xv3 zi:sr zoi~~~eo • . ` ,~ .~ ~--~ rte, CHICAGO TITLE 1NSURANCS COMPANY AL.TA COMMIT!' SiC~~T.n.,~ $ (Continued) x ~~ er NNo.: 1056563 p1trlVo.: LE4PIS/CITY OF AUSUI2N SPECIAL EXCSPFI©N3 10. MATTEI2B DISCLOSED $Y 3URVSY RSCORDffi~ UDII7ER RBCORDIbiG NUIOIB& aoo~.lis?9ooo0s, AS FOLL09PS: DISCREPANCY BET9PEEN TH8 SOaTHERLY LING AND FBNCg r ,` ,SMOTE 1: ~~ $FF'EG"1'IVS JANUARY 1, 199?, DOC[iMBNT F'ORM'AT AND CONTENT RBQLTIR~"~1'P,B HAVE HBBN IMPOBgD HY WASBZNGTON LASS. F?LTLUR'i3 TO COOLY ptITH TH8 POLLOS+IING RBQVIR.SMEaTTB MAY RESUT~ IN R&7SCTION OF TBS ~ BY THE ZOIINTY RECORDER QR IMP03ITI0®T OF A $50.00 5t7RCHARGB. FIRS? FAGS 08 COVER SIIB$T RBQVIAF~NTS: 3" TOP MARGIN C010?AI1tIN(3 NOTBINC3 SXCBPT TNB R8T'tIRN ADDRS$$. 1" BIDE AND 80TTi08t MARC3IN8 CONTAINING 1f~0 MARKINGS OR SSALB. TITLE iB) OF DOCC'IM~TS . RECORDING; N0. OR ANY ASSIGiPED, RIlL6ASED OR RSFSR8NC8D DocvMrsNTiB) . CaRANTORB NAMES (Al4D PAGE NO. ATSBRS AIJDITICiNAL NAM83 CAN ,88 i-pt~} . GRANTL88 NAMRS (AND PAGE NO. SPlDSRE ADDITIONAL NAMF.3 CAN BE' F'OII,ND} . ABBREVIATED LNAAL D83CRIP'PION LAND pAGS NO. FOR BALI, DESCRIPTION). ASSSBSOR'S TAX PARGSL NT1NiB$RiS) . RI~TDRN ADDRESS i2N TOP 3" MARGIN) . '~*A COVER SIB;BT CAN BB ATTAC88D CONTAINING TH$ A80VS FORMAT AND DATA IF TBE FIRST PAGaE DOES 1JOT CONTAIN ALIT REQUIRED DATA. ADDITIONAL PA!GB3: 1" TOP, SIDE AND 80TTOM MARC9INB C.'Om1TAINING NO MSS OR SSALB. ALL PAG~$S NO STAPLED ' OR TAPLU ATTACHMENTS . SACii ATTAR' MUST F3,E A BEPARATB PAt3S . ALL NOfiARY AND OTHER PI2Ir'SSi7RS SI~AIS Sd[7ST 88 SMUDGED 1'OR VI$IAILITY. FONT BIZ$ aF a PazN7rs oa LARGER. _ TH8 Ft~LSAWIN6 MAY H8 USR[7 AS AN ABBRSVIATRD LEGAL IIBSCRIR'TION ON T'HB DOCOMENT$ TO SIG RBCOItDSD TO COMPLY SATE THB 1tE4UIR~'PS OF RCii 65.04. SAID A888EVIATBD LT~GAL DESCRIPTION IS NOT A BVSSxITU'!'S FOR A COMBLE?B LSCIAL DESCRIPTION li'RICH MC18T ALSO APPEAR IN Ttiffi BODY OF TEL DOCC~Tr: LCY!' Z, BSiORT PLAT N[}MHER SP'I,0001-96, RECORDING NQAdBER 9605301424 $ND 4g $CRSnVL8 8 urwrx~/Rirt/~ 9Z0/L00(~{ __ _,_._ __... XVAI (IBti 8'IZI.L 09VOIB0 6~~_S.SZ YYS ~T~9t-` 0/LZ/ 0