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HomeMy WebLinkAbout4247 CorrectedRESOLUTION NO.4 2 4 7 corrected 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 that should be surplused; 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. That the property located at 3016 Auburn Way North, in Auburn, Washington legally described as LOT 2, CITY OF AUBURN SHORT PLAT NUMBER SPL0001-96, RECORDED UNDER RECORDING NUMBER 9605301424, IN KING COUNTY WASHINGTON is hereby surplused, and that 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 Resolution No. 4247 December 20, 2007 Page 1 of 2 conformity with the Agreement a copy of which is 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 effect upon passage and signatures hereon.` Signed this' 'day of ~ ~'ti~ , 2007, nunc pro tunc. B ~~' PETER B. LEWIS MAYOR ATTEST: ~ ~ p. Danielle E. Daskam, City Clerk APP,F~IVED AS1T0 FORM: el B. Held; *This Resolution corrects the resolution passed the 1St day of October 2007, which should have included the surplussing of the property the sale of which was approved. The surplussing was previously intended to have been approved by Resolution No. 4238. Resolution No. 4247 December 20, 2007 Page 1 of 2 TG.! vV~J ~/JVJ ~J.L REAL ESTATE PURCHASE AND SALE AGREEMENT CITI~ OF AUBURN AND ~L-.,~-~ ~ P ~~`~!1 ~ ~~~ ! ~~,~C ; •THIS AGREEMENT is made and entered into by and between the purchasers, CITY OF AUBURN (the "City"), and f~-TLJ'-~7Z1 C~ _ Sx=~VI GL~ ~, ("the Buyer"). l ~-"Z. W ITNESSETH; 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 Ci#y 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 Pfat Number SPL0001-96, recorded under Recording Number 960531424, records of King County, Washington King County Tax Parcel Number 000100-0020-05 ~~ 2. EARNEST NIONEY DEPOSIT. The Buyer agrees to pay herewith • ~~,,~ T1-1c~ 1 a±b --US Dollars {$~~D`~.00) as earnest money, in the form of Cr~~]t~ 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 f~-lJ.-- PA~1-~ at closing. 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. 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 EXAIVIINAT~ON. 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 Gity 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 r ~ ~ ., , ., ... ~ . ,. ...,. , , . ............,.... 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 party: City ~ d ~~~~~ City of Auburn Nti ~.K C~!~V`z-'~ Human Resources department ~~~~~ ~I}U ~ i~~-~- ~~~ ,N1,~L j~,' ~; 25 W. Main St. L ~ ~~ ~ Auburn WA 98001 ~ ~ `~ K Buyer l~'~,. ~`1.ZLJ ~'~~' `.~CCL;~ ~ p ~"~~ ~ ~t~ j ~~~L~~~ ~:~ ~~~~ ~~~ L ~-lZ~=.~ ~'~~ ~ L~t'~C ~Z 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 ar 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 shaft, 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. to the event of trial, the court shall fix the amount of the attorney's fees. Venue of any suit shalt 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 SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS AGREEMENT, THE TRANSACTION DESCRIBED HEREIN, OR A1JY 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 tie, other parties hereto. ~~1 ~~ '1=.~ltL~~}'~' ~ ~'~ ~1 ~:'C.~i~~ 'fi't,' t~.,'~c.~'~~= 1--a- ~ i t~ ~t?~=. 1~-C't~ tile: ~. 21. AIVIENDMENT, MODIFICATION OR WAIVER. No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect C 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 Agreemenf. 22. INDEMNIFICATION. Each party hereto ("indemnifying Part') 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. SEVERABE.E 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 :f. ~ ~ v r vv,-rvN uvi u i V 11~/GI VY VV\J ~w vvv wvv F'• . 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: ACCEPTED this l ~ day of , 2007 BUYER ~~--~, (print me Date `~ t~ ~., ^~ . C ~~ 6 ?-0't~ Date ATLANTIC SERVICES, INC. P.O. Box 3601 4202 134'" Avenue NE Bellevue, Washington 98005 Tel 425 883 2662 Fax 425 885 5363 Email: ;~ohnw~Junderwood.com September 17, 2007 Vio fox and U5P5 Ms. Brenda l~leineman City of Auburn 25 West Main Auburn, Washington 98001-4998 Re: REPSA 3016 Auburn Wny Gear Ms. lieinernan: I enclose herewith the folbwing documents: i . REPSA City of Auburn to Atlantic Services, Inc. 2. Check number 1626 payable to Chicago Title L~~sura~nee for $10,000 Earnest Money 3. Copy of a~rrerrt corporate license for Purchaser Presunwbly these instruenerrts meet with your requirements for this transaction. If not, please let rr-e know your needs. In the reasonably near future I will need the following: 1. Copy of survey noted as exception #10 on Chicaigo Title report #1056563 2. 5~pkmental Report to #1056563 deleting exceptions # 3, 5,6,7 and 8, grid Note 1 3. Copy of easement, covenant. and agreement noted as exceptions # i, 2, and 3 of Report #105656 I will be assigning this REPSA to a new singk purpose I.I.C to be formed sometime before cbsing. I will expect to ebse on December 30, 2007. ATLA SERVICES, i By ohn erwood, President REAL ESTATE PURCHASE AND SALE AGREEMENT CITY OF AUBURN AND ~-C ~~ n P ~~~~5 ~~ ~ 1 ~~., • THIS AGREEMENT is made and entered into by and be en the purchasers, CITY OF AUBURN (the "City"), and /~7!_Ft1UT1 C _ 'S~'IZVI ~ ,~. `("the Buyer"). WITNESSETH: Whereas, the City owns a certain piece of real p rty tha longer needs for its municipal functions and is being surplused, and the: Buyer is -des of purchasing; and Whereas, the City had the property appraised and. is willing to sell th 'property to the Buyer for said appraised value.. NOW, THEREFORE, in consideration of the following terms, conditions and covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, IT IS AGREED, by the parties as follows: 1. SALE OF PROPERTY. The City ~shaNaell, convey' and transfer to the Buyer and the Buyer shall purchase, acquire and `take from the City, the real property legally described as follows, and generally know as' 3016 Auburn Way N., Aubum, WA 98002 Lot 2~, of sT..- RQ '`~~King County T 2 Ct~, the purchase herein. Auburn Short Plat Number SPL0001-96, recorded under der 960531424, records of King County, Washington Number 000100-0020-05 NEY DEPOSIT. The Buyer agrees to pay herewith US Dollars ($~,~Q~.00) as earnest money, in the form of to be deposited with the closing agent as part payment on yable to the City upon closing, subject to the conditions set forth ' 3. PURCHASE PRICE. The purchase price for the Property is One Million One V~ 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 ~ 4~-1--- ~.~q 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. ~ "ty shall deliver possession of the Property to the Buyer on the date of closing. ,~:~ ~~, 8. TIME. Ti f the es~ce of this Agreement. 9. TITLE EXAMI~~'' ~ ~` . ~ °'' ~ment is subject to and conditioned on the City providing to the Buyer `~~r title to the real property, as shown on a Policy of Title Insurance covering the purcfi' ` `` .of the Property in the amount of the cash purchase price, provided and paid for by t " ~ ~° I~r. In the event that the City is unable to cure any title encumbrances which are unaccep `able 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 ~ d ~~`(_,~~ a City of Aub ~ ~.~5 G-~~V~"i~ Human epartment ~OS~ ~pJ~.tj~ ~,~'~' l ~~- ~~~ 25 W. St. L'= f~O ~ Aubu 98001 ~ ~ ~~ ~ ~~ ,~: Buyer ~ I'~Z' .~ k1Z5 ~"~1- ~.Cll©0 ~:~- ' ~ X11 C~ ~.. ~' ~~u.~~vtr W l! R~~ Any give suant to this Agreement shall be deemed effective the day it is personally dei` ~ ree (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 Aubum, executes the Agreement j ~. and (2) the Auburn City Council approve the Agreement. s,:~~. _-; 16. DISCLOSURE STATEMENT. The City shall, withi ~` (5) days of the Buyer's accepting this Agreement, deliver to the Buyer a comp ned and dated Real Property Transfer Disclosure Statement substantially,,; ~ e ~ set forth in RCW 64.06.020, if applicable. The Buyer shall .within three:.. siness or as otherwise agreed to, after receipt of the Real Property Transfer Disclosure State - have the right to (1) approve and accept the Real Property Disclosure Statement; or escind this Agreement. If the Buyer elects to rescind the Agreement, ;the Buyer will ` er 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 c... , :.;M `~ ' the amount of the attorney's fees. Venue of any suit shall be in Pierce ~Cau~ ; a t _;~ Agreement is to be governed by the laws of the State of Was ~rtgton. ,, ~8.},,-LEGAL RIG„~iTS. EACH OF THE PARTIES SHALL SUBMIT THIS AGREEN`I~NT TO THEM ;ATTORNEYS AND TAX SPECIALISTS FOR THEIR REVIEW AND APPRQ1lAlL PRI ~ P'T'O SIGNING THIS AGREEMENT. NO REPRESENTATIONS OR WARRAN~F~.~, ~ MADE BY ONE PARTY TO THE OTHER PARTY AS TO THE LEGAL SUFFI ~ 'fY, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS AGREEMENT, TH ~ 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 , X00. 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 tie 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 patty 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 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 Indemnifi ~ or Parties.:.. If a final judgment is rendered against an Indemnified Party or P ; , intly against an Indemnified Party or Parties and the Indemnifying Party, ; r ndemn . g Party shall satisfy the same to the extent that such judgment was due Indemn a~ng Party's negligent acts or omissions. ;~ , 23. CAPTIONS . ES. All captions, headings or titles in the paragraphs or sections of ~ ;>' greement are inserted for convenience of reference only and shall not constitute a pa a~~is Agreement or act as a limitation of the scope of the particular paragraph or sections't4;~hich 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 BUYER ~'~-~, (Print. me ,--- Date is '~"~ , ~ .. ;~,~ A, /` '~_s- 6 i •• , . ~ ~- ~, ~~~ ~ ~ ~ CHICAGO T~'tLS INSUitANC6 COI~ANY AL.T.A. COQ $~Can~~ B • Your No.: OL8~I8%CM'!C OF AUBURN SP8(X'AI.ByCCBFTIUNS a 1. RA8~19'P AND TH8 TERMS AND CONDITIONS Tg6RSOF: 6RADIT88: Tm+! CITY OF AUBURN, A l~7NICIPAL 4'QRPOILATIOI+T ~~~.~ P'LNtP038 = CONSTR~JGTxOIt, OPBRATIODT AND 1dAINT~14RC8 OF A 8~t8it COT-P-ILL ,~. I.II1S ARC AFFSCTBD = r~ Sot~t rs ]tBRT os LOT 2 x~COan~r: OCTOBSK 1s, 196z RE(~DRDINQ NOMBBR: 592373 s 2. CO~VBNANTS, CONDITIO®T8, RESTRICTIONS, DMDIL'ATZONS, At~BSMBNTB. BABh~NT$, MAC PROVZSZONg AIID NOTES, AB CO[1TAINBD IN CITY Olr r~ AUBDRDt BSORT PLAT ~R SP-Z-80, RSCORD® OlIDSR RBCORDII~3 NR7M88R ~~I~v 8003260873. c BASED ON R"HS MOST G'ORRgRT BlTAVBY ANA A PHYSICAL INSPBCTIf~T OF TH8 8IT8= TSS APPARENT DISCRBPANCY RRGARDIN+[~ THS LOCATION OF TiiB SOLfTA LI10s OF :LAID FRR2iISBS AS SST OUT IN NOTE 2 OF SAID SHORT 87~1T HAS BABJ~ RESOLVED Aa1D IS NO LOIiOBR A88LICABI,B Y~0 TH$ PROPERTY. a 3. A~tES~NT AND TBS T8R1l8 Aim CORDITIaR~i$ THSR80F: ^,~ 738TNRSbT: HIT'CO, INC. AND: TH8 CITY 08 AUBURN : N'OV8NB8R B, 1980 RaCq~tDINO NI718sSR: 8011050750 RDI~r FCTI4RS CaNBTAVCTION OF NATSEt MAINS Aim TNB FOR1(ATION OF A LOCAL Ia~PROV~HT axsTRICT s 4. PAYf~;NT OF T~ REAL 8$TATB EXCISE TAX, IB REQUIRED. ~~ THB PROPl3RTY D88CRIBSD HSR8IIQ I$ SITUATED 1ftT8IN T88 SOUNDARIBS OH LOCAL TAXING AOTNORITY of CITY o8 awrsvsN. PRESENT RATS Is 1.78. AIPY CODNSYA11C8 DOC~T lItJBT BB ACCOMPANIED BY 'I~ OFFICIAL 11AS8IDR~TON 9TAX'8 EXCISE TAX AFFII]AVIT. THS APPLICABLE EXCISE TAX Mt19T BB PAID AbID T88 AFFILy1VIT APPROVBD AT THB ?IMS OF TH8 RTCORDIDKi OF TB8 CONVEYANCE DOC[~'!'8. ct-/ROdyw~ 9t0/300~ .,__. XYAI Q$,d S7.LI~ 09YDIHD .~iIB~A36. SSt YY~I tT:9T t0/dZ/60 ,' ~ . ~ ~ ~ l r ~, 1 . CHICAGO T1TLE 1NSURANCB COMPArTY A I,.TA C0~1~T~F ' 5~~~~ B QKdes Nos 1056513 XOW I~ip: LR~TI&/CITY OP AIIBU$N $PB(~!L FJ[C~TIONS r 5 . DSBD OF TRUST AND TAS TS3tMB AND CONDITIONS T~OF s TRUSTSB: w ~`'~ ,~SBNBFICIABYr (J" A4iDRJ~IT: Da1T'Sa A8O0RDSDr RECORi)INO Nt~BBRr LOAN NUMBSRs 10aITli fit. L81~I8 AND SD'ZAlII~TS M. I,8i~i8, SQSSAND AND WI8'B LANYER$ TITLS AGCY OF 1A1SItT~iC3T0I1 1~OR'I'BifSST T14NAi. ~7C $ 245,000.00 APRIL 35, ZOOa APRIL 17, a00Z Z002041900a664 • ],700054a5 T88 AMOUNT NOW BBCCRSp BY SAID DSBD OF TRUST ACID TIiB TBRM$ UpOiN 1i8ICH T88 $74118 CAN BS D29CAARQBD OR ABSUMBD JBBOULD BB ASCSRTAINSD FROM T88 OF T9S IN'DSB'173D1Q888 813CDRSD . 0 6. IND73I~7ITY AaRS8M6NT RSQARD70Z0 BAZARDOt18 SITB9TANCBB, INCLUD7.N3 TSS TSR7K9 ANA 7?ROVI$ION$ '1'88RSOF e \'` i3RADT1"OQt: 1Q3ITH M. LB1i'IS AND BDSANNB M. LSWIS ~J GRANTBS i 1'~ORTfi~PBBT I[TIOIQIW H~ANIC : APRIL 17, aooa 7~scoRDl~xi Nv7NBa~: aaoso417oaz6es • rr 7. 1t2G}1~iT, TIZ'LS A1~1D IDiT81~8ST OF 3YN~tGI88 ~C, PRSSIA4SD' SY TS8 ]KING ~y ~ C70UHTY T7UC RAILS TO IiAV$ AN A~Z'~'IBST IN $AID FI~IISS$ . lJ" ~ s NOZ'S s SAID INTSRSST, ZF ANY, IS S~TBJ80T TO 1'S8 8OLI,09iING D~1'1'SR (S) $I1O1~1N AT 7?ARAaRAP71(S) B, a 8. T]®tMS AND CONDITIONS OF T8$ LIMITED LIABILITY COMPANY AdRTF FOR 1~~ _ 87thTSRc3I88 LI~C . ~/ ~ NOTE s A COPY OF fiS8 LIMITBD LIABILITY CON7PA$1f AiGRBl1~]T, AND AMSIQDI~NTB T7~R$`1'O, IF ANY, MU3T 73$ 3UB1[ITTSD. _ t 9. TITLB I8 TO BS V13STLA IN P73RSONS MOT YST RSVFaLBD AND 1iF38T1 80 V8$'i73D (~ OIILL 8S 8i]BJSCT 1'O 1-tATT1;R8 AISCLOBSD BY A $SARCB OF TEiS R>~pORDB v~` AC~AINBT TSBIA NA1~8. 920/800 i~j .~.._.__. Ayll Q&i S'7ZIS OOVaiHa ~~.IB SiB.. tSZ YV~ Zt ~ 9T ZO/LZ/80 . ~ ,~ .~ ~ _, CHIGGO T1TLE 1N5URANCB GGMPANY A.L.T.A. OOA~ s~U~ B (Oo~striaued) r r ~~ Q~ ]gyp,: 7.056563 oU~ LBIfIBJCI'17C OF AUS~T ~, S~'BCIAL BXC~IONS 10. MATT&RB DY3CY+OSBD $Y sDRVEiY RECORDED IIDIDFR E28C'ORDII~TC3 N[~EEt aQOl11Z7900005, AS FOLLOOP$: DISCRSPAIQCY BEiTIPSEEN TNS SaDTHE~LY L7.IIE AND FEWCB x ,C ,~NO'1'8 i r ~~ B8d8~'MVE JA~Tt1ARY 1, 1997, DOCEE78NT FOVRM7IT ANn COE~TEiNT RBQQIRBlI~7T8 HAVE E!S 3N IKPOSE3D EY ~"ON LA11. BAILtARB ~ COMPLY MITH TBEI FOLLONI[AG R,BQOIRSNEi~1Tl3 MAY REis[TTIr IN 88J~IOit OF 1~ HY TB8 COQI~TaC BEtCOR~R QIt IlIPOSITIO~f OF A $$0.00 30RC&ARGEl. FIRE? PA4E OEt CODIDt SSB$T Ii$Q[TIT$ 3" TOP MAItOI~ C0~ITAIIQIeIEi 1f~TRI~EO BXCBP!' T8B It8'PEEl,ST AE708B$S. I" SZDB A1fD E70TTOM MAR[II~TS C~ MO M71RxI116S OEt SSAI~E1. xITLBcs) of Doers. &NCORDII~O NO. OF AaIY AS$ICItPED, R$I,BASfiD 08 ~ DOCUI+ESN'P(S) . ~ NA~9 (A1B? P]-y~ NO. MEIED:EL AD®ITIONAL 1PAIEES CAN .88 FO'I>Nt3) . ~e xAMSS (AND pAC~s E+no. 118E9E AEmxTlo~w CAN ss' Fat~w) . AE3BRliVI71TE~D LE9QAI, EIESCRIPTIOM (AEA pAGEB I?TO. Emit FOLL DSSCSIPTxo~) . A888880Et' 8 TAX PARCEL M1MBEiR (S) . R$TORaT ADDRESS (IN TOP 3• MARf3IN) . ++A COVER BEEES"r CAN E38 A1"!'ACE!$D GONTAIDiIDx3 T!i$ ABOVE E!"dRPEAT AI~iD DATA IF TBE FIR8'P PA[iB ROBS D70'I• CObETAtN ALL RBQLTIRED DATA. ADDITIONAL PAiGBS r 1" TOP, $ID8 At® E30T'1'OM MEODGfIEB NIEtEO} MO M71'EtEC~B OR 8ldAL8. ALL FAOBS: ND STAPLEtD ' OR TAPRa ATTACEf1T$ . SACK A7,TAC~®1'r K[TST $S A SSPARATEf PAK3~8 . AI+L NOxARY AND OAR PRESSt7R8 SI~AIr9 MDST Bi SMIJDffS;D POR VISIBILITY. FONT sxzs of a PolNxs oa _ Tfi$ Fi7Li,09IINC3 MAY H$ USRI3 AS AbT ABBRSVIA'1'iD~ LBC~AL DiBSCRIi?'1'ICI11 ON T88 DpC~'DQIT$ TO E3R &BCOR'DBO TO COMPLY BITS TElB RBgJIRRaISN'!8 OF R+G`li 85.04. SAID ABES:SVIATSD L~ DS3CRIpTIQN I8 TiiO'P A BtTBSTITPI'S FOR A ~CCNpLSrB DI~cE~iPTrOp ~tCa rmaT Arso APE~SAR Ili TBS aoYEY of zes DOcC~rr: LOT a, RETORT PLAT Di[1l~EdR SPL0001-96, RECORDII~TO 96053014Zi 3SiD OF 8CH8E~VL! 8 - - - czrua~tnAtw/o~ 9Z0/Z00(pj .__ ~._. _.... J[VAI Q&I 8'iZIS OJVOIBO ~i~.R..C.gZ YY~I ST~9t`'$l~TZ /~