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.
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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
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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
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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 '
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