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HomeMy WebLinkAboutRES4522 RESOLUTION NO. 4 5 2 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A REAL ESTATE PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF AUBURN AND ANDREW WOLFE WHEREAS, the City of Auburn is the owner of a certain piece of real property located in the City of Auburn, identified as King County Tax Parcel Number 322205914; and WHEREAS, the City no longer needs the property for municipal purposes and the property is being surplused under Resolution No. 4521; and WHEREAS, Andrew Wolfe desires to purchase this property from the City and the City is willing to sell this property to Andrew Wolfe at a price 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 Real Estate Purchase and Sale Agreement befinreen the City of Auburn and Andrew Wolfe which agreement shall be in substantial conformity with the Agreement attached hereto, marked as Exhibit "A" and incorporated herein by this reference. Resolution No. 4522 September 2, 2009 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 2009. CITY OF AUBURN PETER B. LEWIS MAYOR ATTEST: Danielle E. Daskam, City Clerk APPROVED S TO FORM: ~ Daniel B. Heid,~City Attorney Resolution No. 4522 September 2, 2009 Page 2 of 2 REAL ESTATE PURCHASE AND SALE AGREElV[ENT CITY 4F AU6URN AND ANDREW W{JL.FE THlS AGREEMENT is made and entered in#o by and between the se(lers, CITY UF AUBURN {the "City"}, and Andreuv WoEfe ("the Buyer"). WlTNESSETH: Whereas, the Gity owns a certain piece of rea{ property that i# no longer needs for its municipal functions and is being surplused, and the 8uyer is desiraus of purcliasing; and 1Nhereas, the City is wi6iing ta sell the property to the Buyer far said King County Assessor's appraised value. NOW, THEREFORE, in consideration of the fallowing terms, conditions and covenants and other goad and valuabie consideration, the receipt and sufficiency of which are hereby acknowledged, !T fS AGREED by the parties as foilows: 1. SALE OF PRQPERTY. The City shall sell, canvey and trartsfer to the Buyer and the Buyer sha11 purchase, acquire and take from the City, the rea( praperry legafly described as foliows, and generally known as Lega[ Description: TR A KC SP 381011 REC # 82~75030634 SD SP DAF - E 112 OF N 2/3 OF E 112 OF W 213 OF S 314 C3F NW 414 OF SE 1/4 LESS CO RD LESS POR THOF LY N OF CO RD - A14A LOT 1 KCSP 674095 REC # 7512240440 King County Tax Parcel Number 3222059174 2. EARNEST tVl4NEY DEPt)SlT. The Bcryer agrees to pay herewith One Hundred US Dallars ($1E}0.00) as earnest money, in the #orm of a check ta be depasited wifh the c#asing agent as part payment on the purchase price, payabie tcs the Cify upon closing, sub}eet to the conditions set fo€th herein. 3, PiJRCHASE PRiCE. The purchase price for the Property is One Thausartd US Dolfars ($1 Ofl0.Q0). The parties acknowledge that the purchase price represents the fair market valus of the Property. The agreed upon arnount is payable by cashiers check aY clasing. ~ 4. C1.USING, The closing date and place shail be mutua!!y agreed upon by the parties. Bo#h parties shail be responsib(e and entitled to have aH ciosing dacurnents reviswed by their own counsel or agent prior to closing. 5. CLOSCNG DtJCUMENTS. At the ciasing, the Cityr shall produce and execute a Warranty Deed (The "Deed"), duly executed and ac[cnowiedged in a recordable #orm, convey'rng to the Buyer, rnarke#able tit{e to the Property free anci clear of aii tiens, assessments, deeds of trust, mortgages, or encumbrances except those expressly agreed to by the City, and all other documentaiion reasanably appropriate for the safe. 6. EXPENSES. A. Expenses of the Ciiy. The City shali pay: (i) real estate taxes prarated to the date of closing, if any; (ii) a!I assessments, liens, mortgages, deeds of #rust ar ather encumbrances (i.e. reai esta#e excise tax), if any; (iii) the City's attorney fees; and (iv) a!( other expenses incurred by the Cify which reiate ta the Property; (v) titie insurance premiums. B. Expenses of the Bu}rer. The Buyer shall pay: (i) afl recording fees; (ii) their atfomey fees; (ifi) rea( estate taxes due after the clasing date, ifi any. 7. POSSESSIt3N. The City shall deliver passession of the Property to the Buyer on the date of closing. 8. TIME. Time is of the essence of this Agreement. 9. TtTLE EXAMINAT{QN. This Agreement is subject to and canditioned an the Cify peoviding ta the 8uyer clear titie to the real property, as shawn on a Policy of Titfe {nsurance cavering the purchase of the Prflperty in the amount of the cash purchase price, provided and paid for by the City. fn the event that the City is unabie to cure any title encumbrances which are unacceptable to the Buyer, the Buyer may at Buyer's aption: (1) terminate this agreement by wriften notice, whereupon no party sha(I have any further liability under this agreement; or (2) postpone the date of cCosing for up ta sixty (60) days, during urhich 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 #o fi#le are not cured on or before the closing date, as postpaned, the Buyer qnay terminate this agreemenf or waive the objections to titie. 10. FlAZARDOUS VUASTE. Tn the best of the City's knowiedge the property is not in violation af any federaf, stat$ or 6ocal iaw, ordinance, or 2 regulation rela#ing to the environmental conditions on, under, or about the property, including but not limited to, soil and surface and ground wafer conditions, and that during the time in which the City awned the property, neither #he City nor, to the best of the City's knowiedge, any third party has used, generated, stored, or dispased of, on, under, or abouf the property or fransported to or from the property any hazardous waste, toxic substances, or related materia[s (the "Hazardaus Ma#erials"). For the purpases of this paragraph, tiazardaus Materials shall irtclude, but fs not timited to, substances defined as "Hazardous Substances," "Hazardous Materiats," "Hazardaus Waste," "Toxic Substances," in fhe Camprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and RCW Titfe 7 and fhe regu(afiions pramulgated pursuant to such {aws. 7he Cify wi[I indemnify and hold hanniess the Buyer from all required remcdiatian, damage, claim or loss (including attorney €ees incurred in defending any claim) arising from the placement, storage, disposal or release of any Hazardous Materiafs during such time as the City rwas in possession or had any interest in the propec#y. This indemnification and haid harmtess shalC survive and nnt be merged into the deed defivered by the City ta the Buyer for the praperty. ff prior to the clasing date the Buyer discavers that the property cantains any Hazardaus Waste, of which if has nat been previousfy acfvised, the Buyer may terminate this Agreement, and the Earnest Money shall be returned to the Buyer. 12. NOTiCES, Any notices requ'ored or permitted ta be given sha[t be in writing and delivered either in person or by certifred mail, return receipt requested, pastage pre-paid, addressed as folEaws ar such other address as may be designated by either party: City City of Auburn H,uman Resaurces. Department 25 W. Main St. Auburn Vt/A 98001 Buyer Ar~drew Wolfe 28130 110 ` Ave SE Auburn, WA 98030 (426) 707-5812 3 Any notice g'rven pursuant to this Agreement shail be deemed efFective the day it is personally delivered or three (3) business days after the date it is cteposited in the Uni#ed States mails. 13. ENTIRE AGREEMENT/MODlF(CATlC7ld. This written Agreement constitutes the erttire and comptete Agreement between the parties hereta and supersedes any pdor ara( or wriftsn agreements batween the Parties with respect to the Properfy. It is expressly agreed that there are no verbal understandings ar agreements, which in any way change the terms, covenants, and canditians herein set forth. Na modificatians of this Agreemen# and waiver of any of its terms and canditicsns shali be effective unless in writing and dufy executed by the parties hereto. 14. BtNDtNG EFFECT. AII covenants, agreemen#s, warranties and prov'rsians of this Agreement shall be binding upon and inure to the bene#it o€ the parties hereto and their respective heirs, executars, administrators, personai representatives, successors and assigns. 75. CiTY CL7UNCIL APPRC?VALS. The Buyer acknowiedges that this Agreement daes nat bind the City untif (1) the Mayor af the City af Auburn executes the Agreement and (2) the AubuTn City Council approves the Agreement. 16. DISCL.OSURE STATEMENT. The City shaf(, within five (5) days of the Buyer's accepting this Agreement, deliver to the Ruyer a ccampEeted, signed and dated Real Froperty Transfer Disclosure Statement substanfiaiiy in the farm set forth in RCW 64.416.420, if appficable. The Buyer shall within three business days, or as otherwise agreed to, after receipt af ifie Real Property Transfer Disciosure 5tatement have the right ta (1) apprave and accept the Real Property Disclosure Statement; or (2) rescind fihis Agreement. lf the Buyer elects to rescind the Agreement, the Buyer wiq defiver written nofice of resGission to the City wi#ttin the abave #hree (3) business day period, or as otherwise agreed. Upon delivery of a rescission statement, the Buyer sha(I be entitled to immediate retum af a!l deposits and other considerafion paid to the City. If the Buyer does not cis{iver a written rescission not"rce, the Real Property Transfer Qisclosure Stafement wi1R be deerned approved. 17. DEFAULT AND kTTC?RNEY'S FEES. In the euent that any party fails, without tegal excuse, to perform any obligation under this Agreement, then the ather parties may, at fiheir esption, bring suit agains# ghe party failing to perfcarm for the other parties' actua{ damages, or pursue any other rights or remedies availab{e at !aw or in equit}r. !fi nne or more parties insfitute suit cvneerning this Agreement, fihe prevailing party or parties shail be entitled ta court costs and reasonabie aftorney`s #ees. ln the event of triai, the ccaurt shall fix the amount of the 4 attomey's fees. Venue of any suit shall be in Pierce Caunty, and this Agreement is to be governed by the (aws of the State of Washington. 18. LEGA[. RIGHTS. EACH 4F THE PARTIES SHAI.L SUBMIT THIS aGREEMENT TO THEfR ATTDRNEYS AND TAX SPECIALISTS FOR THEiR REVIEW AND APPROVAL PRiOR TO 51GNING THfS AGREEMENT. NO REPRESENTATIUNS OR WARRANTlES ARE MADE BY fJNE P,4RTY 74 THE 4THER PAftTY AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES OF THfS AGREEMENT, THE TRAWSACTIC)N DESCRIBED HEREIN, C)R ANY ATfACHMENTS Tta TMIS AGREEMENT. 19. TtME LIMlT FOR ACCEPTAhICE. The City offers to sefl the property on the above terms and conditions. The Buyer has until midnight of Tuesdav. Septembe►- 8, 2009 to accept this offer ('rF nat fi{led in, the day fallowing the Gii)'s signafure ciate belaw.) Acceptance is not effective urrtil a sigried copy hereaf a(ong with any earnest money is actually receivec4 by the office af Glosing Agent. If this offer is not sa accepted, it shaH fapse. 20. ASSlGNMENT. No party to this Agreement shali assign any righ# or abfigation hereunder in whole or in part, withput the prior writ#en consent af #he other parties hereto. 21. AMENDMENT, MOD(FfCATIOH QR WAIVER. No amendment, modificat'ron or waiver af any condition, provision or term of tfiis Agreement shaii be va(id or of any effect unless macie in writing, signed by the party or parties to be bound, or such party's or parties' duiy authorized represenfative(s) and specifying with padicalarity the nature and extent of such amendment, modification or waiver. Any rrvaiver by any party of any defauft 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 #his Agreement. 22. lMDEMNtFtCATiON. Each party hereto ("lndemnifying Party°) shail' ir►demnify, defend and hald harmiess the ather parEies hereto and their vffcers, agents and employaes, or any ofi them ("lndemnifted Party or Parties") from any and al( cfaims, ac#ians, suits, liability, loss, costs, expenses, and damages of any nature whatsQever, including attorney fees, by any reason of or arising out of the act or omission of the Indemnifying Party, its officers, agents, ernployees, or any of therra re#ating tca or arising out of the performanee of this Agraement except #o the extent a court of crarrtpefent jurisdiction finds that the ctaim, action, suit, l~abitxty, ioss, cost, expense, or darrtage is eaused by the Indemnifisd Party or Parties. If a fina{ judgment is rendered against an indemnified Part}r or Parties, or jaintly against art Indemnified Party or Parties and the Indemnifying Party, the indemnifying Party shaiE sattsfy the same to the extent that such judgment was due to #he Intfemnifying Parry's negligent acts or omissions, ~i 23. CAPTIONS, HEAC}1NGS AND TITLES. All captions, headings or #itles in the paragraphs or sections of ifiis Agreement are inserted for canvenience of reference only and shail not constitute a part of this Agreement or act as a limitation of #he scope of the particuiar paragraph or sections to vvhich they appiy. As used herein, where appropriate, the singular shatl include the plwrai and vice versa and masculine, feminine and neuter expressions shall be interchangeable. fnterpretatian ar construction of this Agreemen# shaii nat be affected by any determination as to who is the drafter of this Agreement, fhis Agreement having been drafted by mutual agreement of the parties. 24. SEVERABLE PROVISIONS. Each provision of this Agreement is intended to be severabfe. !f any provisian hereaf is illegal ar invalid for any reasan wtiatsaever, such illegality or invalidity shall nof affect the val'sdity of the remainder of this Agreement. 25. ENTiRE AGREEMENT. This Agreement contains the entire understanding of the parties hereto in respect to the transactions con#emplated hereby and supersedes all prior agreements and undecstandings between the parties with respect to such subject matter. 26. COUNTERPARTS. This Agreemen# may be executed in muitiple 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 ather parfy. 27. SIGNATURES: CMTY OF AUBURN Peter B. Lewis, Mayor SEP 8 2009 Date 6 / ACCEPTED this J~ tlay of 2009 BUYER f 1 -..r/ f'~ t✓'~.f / Andrew wafe . ~ Dat~ ,j ' ~