HomeMy WebLinkAbout5621 RESOLUTION NO 5621
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AUBURN, WASHINGTON, DECLARING
CERTAIN REAL PROPERTY AS SURPLUS; AND
AUTHORIZING THE MAYOR TO EXECUTE A
CONTRACT FOR THE SALE OF SURPLUS REAL
PROPERTY TO THE VALLEY REGIONAL FIRE
AUTHORITY
WHEREAS, the City owns that certain real property legally described in
Section 1 below, being more commonly referred to as "1101 D Street NE" or
"Station 31", located in the City of Auburn, County of King, parcel number 745992-
0010; and
WHEREAS, 1101 D Street NE has been used as a fire station since the City
acquired the real property in 1984, first by the Auburn Fire Department and more
recently by the Valley Regional Fire Authority; and
WHEREAS, on January 1, 2007 as a result of a voter-approved measure,
the Auburn Fire Department combined with the Pacific Fire Department and the
City of Algona to form the Valley Regional Fire Authority; and
WHEREAS, since its inception, Valley Regional Fire Authority has leased
1101 D Street NE from the City for continued use as a fire station; and,
WHEREAS, Valley Regional Fire Authority is interested in purchasing 1101
D Street NE from the City; and
WHEREAS, the Auburn City Council held a public hearing in accordance
with RCW 39.33.020,
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Resolution No. 5621
September 21, 2021
Page 1 of 3
Section 1. That the following legally described property is declared
surplus to the City's needs:
LEGAL DESCRIPTION
LOT 1,RPM-AUBURN,ACCORDING TO THE PLAT THEREOF,RECORDED
IN VOLUME 126 OF PLATS AT PAGES 84 AND.85,RECORDS OF KING
COUNTY,WASHINGTON.
EXCEPT ANY PORTION CONVEYED TO THE CITY OF AUBURN FOR
RIGHT OF WAY PURPOSES.
more commonly referred to by street address 1101 D Street NE, Auburn, WA
98002.
Section 2. The Mayor of the City of Auburn, or the mayor's designee, is
authorized to execute a contract for the sale of real property to Valley Regional
Fire Authority in substantial conformity with the Agreement attached as Exhibit A.
Section 3. The Mayor is further authorized to implement such
administrative procedures as may be necessary to carry out the directives of this
legislation.
Section 4. This resolution shall be in full force and effect upon passage
and signatures hereon.
Dated and Signed this 18th day of October, 2021.
CITY OF AUBURN
N NCY B KUS, MAYOR
Resolution No. 5621
September 21, 2021
Page 2 of 3
ATTEST:
Shawn Campbell, MM , City C erk
APPROVED AS TO FORM:
Kendra Comeau, City Attorney
Resolution No. 5621
September 21, 2021
Page 3 of 3
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT(this"Agreement")is entered into as of the
toy day of Q ro ,e, 2021 ("Effective. Date"), by and between the CITY OF
AUBURN, a Washington municipal corporation (the "City" or"Seller"), and VALLEY
REGIONAL FIRE AUTHORITY, a Washington Municipal Corporation, (hereinafter
"VRFA" or`Buyer"). Seller and Buyer hereinafter may be referred to as the "Parties" or
individually as a"Party."
RECITALS
A. The City owns real property located at 1101 D ST NE Auburn,Washington
98002, also known as King County Parcel No. 745992-0010 ("Subject property"), legally
described as shown in Exhibit A.
B. VRFA leases the property from the City and uses the property as Fire
Station#31.
C. VRFA desires to purchase this property from the City of Auburn for the
purpose of continuing to use the property as a fire station,or for some other public purpose.
D. The City desires to sell this property to VRFA.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which the
Parties mutually acknowledge,Buyer and Seller agree as follows:
1. Certain Defined_..Terms. For purposes of this Agreement, the following
capitalized terms in this Agreement will have the following definitions:
1.1 "Property"means the land and all rights,title and interests associated with
the land legally described in Exhibit A as well as all of Seller's right,title and interest in
and to tangible personal property,if any,appurtenant to or used in connection with the Real
Property("Personal Property"), and all improvements owned by Seller whether above or
below the surface of the land,including the emergency signal in the D street right-of-way,
except those improvements designatedby easement described in Section 4.
1.2 "Closing" or"Close of Escrow"means the recordation of the Deed in the
Official Records and Seller's receipt of the Purchase Price.
1.3 "Closing Date"On or before December 31,2021 or such other date as may
be agreed to in writing, and subject to completion of the following; (1)the City holding a
public hearing on the sale of the Property,as required by RCW 39.33.020, (2)City Council
to pass a resolution declaring the property as surplus to the City's needs, (3) payment of
Purchase and Sale Agreement—COA/VRFA Station 31 Page 1 of 12
King County Parcel#7459920010
the Purchase Price to Seller from Buyer, (4)recording of the executed Deed from Seller to
Buyer, and; (5) completion of items described in subsections 3.1 and 3.2 below..
1.4 "Deposit".No deposit to be collected.
1.5 "Escrow" means the escrow opened with Escrow Agent for the
consummation of the transaction described in this Agreement.
1.6 "Escrow Agent"means First American Title Company, located at: 920 5th
Ave Suite 1200, Seattle,WA 98104.
1.7 "Official Records"means the official real property records of King County,
Washington.
1.8 "Permitted Exceptions"has the meaning as set forth in Section 6.1 below..
1.9 "Purchase Price"has the meaning as set forth in Section 3.
1.10 "Title Company"means First American Title Company.
1.11 "Title Policy" means the then current Standard form ALTA Purchaser's
policy of title insurance issued by the Title Company to Buyer with coverage in the amount
of purchase price,showing title to the Subject Property vested in Buyer subject only to the
Permitted Exceptions.
2. The Propertyto be Sold. The City is the sole owner in fee simple of certain real
property located in King County Washington, legally described in Exhibit A (herein
referred to as the"Property"). Subject to and conditioned upon the terms set forth in this
Agreement,the Buyer wishes to buy,and Seller wishes to sell,convey,assign,transfer and
deliver all Seller's rights, title, interest and improvements in, on, above and below the
Property, excluding the water utility described in paragraph 4.1 below, and subject to any
permitted title exceptions, and the execution of the Water Utility Easement, Stormwater
Easement & Maintenance Agreement and Lease amendment substantially in the form of
Exhibits B-3, B-4 & B-5. Seller shall convey the property by Statutory Warranty Deed
substantially in the form of Exhibit B-1 attached.
3. Purchase Price; Cash Payment_& Other Considerations. In consideration for
the sale,transfer,conveyance,assignment and delivery of the Property,Buyer shall pay in
full to Seller on the Closing Date a total purchase price of Two Million Thirty Thousand
Dollars and no cents ($2,030,000.00).The Purchase Price payment by Buyer will be via
cashier's check,certified check,or wire transfer of funds.
Seller and Buyer agree that the entire Purchase Price is allocable to the Real Property, and
that the value of the Personal Property,if any,is de minimis.
Purchase and Sale Agreement—COA/VRFA Station 31 Page 2 of 12
King County Parcel#7459920010
3.1 Pre-Closing Right of Way Dedication.Buyer and Seller hereby acknowledge
and agree that prior to Closing, Seller will dedicate 5 1/2 feet of property along the entire
eastern boundary line for Right of Way(ROW)purposes. The ROW shall be granted via
Right of Way Deed substantially in the form of Exhibit B-2 attached. Buyer and Seller
further agree that the purchase price observes and is reflective of this ROW dedication.
3.2 Emergency Traffic Signals. Buyer and Seller hereby acknowledge that the
Property is served by an emergency traffic signals located within the D Street NE ROW
adjacent to the Property. The parties further acknowledge that (i) maintenance and
maintenance costs for the existing emergency signals have been the responsibility of the
City, (ii)modifications to or the replacement of the emergency signals, including all costs
and expenses has been the responsibility of VRFA, and; (iii) power for the emergency
signal located on the west side of the D Street NE comes directly from the northern most
building on the Property.
As part of the consideration for this agreement Buyer and Seller hereby agree and covenant
that(i)The City shall continue to bear the responsibilities of maintenance and maintenance
costs for the existing emergency signals, (ii) Any modification to or replacement of the
existing emergency signals or appurtenances,whether made for operational purposes, due
to redevelopment of the Property, relocation of the Property entrance, or otherwise shall
be at the sole cost and expense of VRFA, and; (iii)Prior to closing,VRFA shall, obtain a
construction permit from the City of Auburn for, and sever the existing power service to
the emergency signal located on the west side of D Street NE and rewire the emergency
signal to the existing City power service cabinet located to the north of the Property. As
part of this work VRFA shall install two 2"conduits in accordance with the City of Auburn
Engineering Design and Construction Standards between the signal and power cabinet.
All costs and fees for the work and permit will be the sole responsibility of VRFA. This
work shall be considered complete upon final inspection and closure of the permit.
Buyer shall hold harmless,indemnify,and defend Seller from any and all cost,liability,
claims,judgments, administrative actions,litigation,or other obligations arising out of
the maintenance and rewiring of the emergency signal.
4. Post-Closing.Obligations. Buyer and Seller acknowledge and agree that as part
of the consideration and therefore reflective of the Purchase Price certain obligations must
be met after the sale, transfer, conveyance and delivery of the Property. Failure to meet
said obligations by either Party will constitute a material breach of contract and each Party
shall have the right to induce specific performance on the other for obligations owed.
4.1 Water Utility Easement. Buyer and Seller acknowledge that there exists an
operational water utility lying under the surface of the Property that services the Property.
This water utility is expressly excluded as part of the property transfer. Immediately
following the recording of the Statutory Warranty Deed, Buyer as Grantor, shall grant to
Seller as Grantee, a Water Utility Easement for the continued operation, access,
maintenance and repair of this water utility. The Water Utility Easement shall be
substantially in the form of Exhibit B-3 attached.
Purchase and Sale Agreement—COA/VRFA Station 31 Page 3 of 12
King County Parcel#7459920010
4.2 SWEMA Agreement. Buyer and Seller acknowledge that the existing
stormwater runoff facilities located within the property are a private system and therefore
the ownership and maintenance responsibilities of the facilities will transfer to the Buyer
as part of the Property. Immediately following the recording of the Statutory Warranty
Deed, Buyer as Grantor and Seller as Grantee, will execute and cause to be recorded a
Stormwater Easement and Maintenance Agreement (SWEMA) for the Properties
stormwater runoff facilities.The SWEMA shall be substantially in the form of Exhibit B-
4 attached.
4.3 Amendment to the Lease Agreement. Immediately following the recording
of the Statutory Warranty Deed the Parties shall execute an amendment to the Lease
Agreement authorized by Auburn City Council under resolution 4390 between the City
and VRFA.The amendment shall be substantially in the form of Exhibit B-5 attached.
5. Earnest Money:Deposit..Buyer and Seller mutually agree that there is to be no
deposit required for this transaction.
6. Title Policy. Promptly after mutual execution of this Agreement,Seller will obtain
a Standard form preliminary title insurance commitment covering the Property from the
Title Company (the "Commitment"). The Title Company will be instructed to deliver a
copy of the Title Commitment and copies of exceptions to Buyer, Seller, and the Parties'
respective counsel. Approval by Buyer of the exceptions to title set forth in the
Commitment(other than as hereinafter set forth)will be a condition precedent to Buyer's
obligation to purchase the Property. Unless Buyer gives written notice that it disapproves
the exceptions to title shown on the Commitment, stating the exceptions so disapproved,
within ten(10)days after the date of receipt from the Title Company,Buyer will be deemed
to have approved such exceptions. If Buyer disapproves any title exceptions, Seller will
have a ten(10) day period after its receipt of Buyer's written notice of disapproval of the
same within which to provide written notice to Buyer as to which of such disapproved title
exceptions the Seller will remove(or cause to be removed)from title;provided,however,
that Seller will not be required to actually remove such exception(s)until the Closing Date.
If, for any reason, Seller's notice given pursuant to the immediately preceding sentence
does not covenant to remove all of Buyer's disapproved title exceptions at or prior to
Closing, Buyer has the right to terminate this Agreement by written notice (the
"Termination Notice") to Seller and Escrow Agent given within ten (10) days after the
earlier of the expiration of the Seller's ten(10)day notice period or the date Seller informs
Buyer that it does not intend to remove the disapproved items. Buyer's failure to deliver
the Termination Notice within such ten (10) day period will be deemed Buyer's approval
of any such previously disapproved title exception. If Buyer delivers the Termination
Notice within such ten(10) day period, the obligation of Seller to sell, and Buyer to buy,
the Subject property will terminate,in which case each party shall bear its own costs and
expenses up to and including the Closing Date.
Purchase and Sale Agreement—COA/VRFA Station 31 Page 4 of 12
King County Parcel#7459920010
6.1 Permitted Exceptions. In addition to such other exceptions to title as may
be approved by Buyer pursuant to the provisions of Section 6 above, Buyer shall accept
title to the Property subject to the following(collectively,the"Permitted Exceptions"):
7. Survival Of RigAts, Duties. And Obligations . The Parties' rights, duties,
covenants,and obligations under Sections 3.1,3.2,4.1,4.2,9, 10.3, 11, 12, 14.4—14.7 and
14.10 shall survive Closing and the expiration or earlier termination of this Agreement.
8. Closing.
8.1 Time for Closing. This purchase and sale will be closed in the office of
Escrow Agent on the Closing Date. Buyer and Seller will deposit in Escrow with Escrow
Agent all instruments, documents and monies necessary to complete the sale under this
Agreement. Funds held in reserve accounts pursuant to escrow instructions will be
deemed, for purposes of this definition, as available for disbursement to Seller. Neither
party needs to be physically present at the Closing.
8.2 Closing Costs.
8.2.1 Seller's Costs. Seller will pay (a) Recording fees of the Right of
Way Dedication Deed, Easements(b)Seller's share of real estate property tax proration's,
if any; (c)its own attorney and professional fees.
8.2.2 Buyer's Costs. Buyer will pay(a)the full escrow fees and costs,(b)
the recording fees for the conveyance of the Property by Statutory Warranty Deed and
Excise Tax Affidavit; (c) all title premiums for the Title Policy and any additional
endorsements or coverage Buyer may require, including applicable sales tax, (d) the
recording fees for the Water Utility Easement substantially in the form of Exhibit B-3,(e)
the recording fees for the Stormwater Easement & Maintenance Agreement substantially
in the form of EXHIBIT B-4 (f)real estate excise taxes,if any, and (g) Buyer's share of
real estate property tax proration's,if any.
8.2.3 All other costs and expenses will be allocated between Buyer and
Seller in accordance with the customary practice of King County,Washington.
8.3 Closing Documents.
8.3.1 Seller's Documents. At Closing,Seller will deliver to Escrow Agent
or have the Escrow Agent create for Seller's execution the following instruments and
documents:
a. The executed and acknowledged Statutory Warranty Deed in the form
attached as Exhibit B-1,conveying the Property to Buyer.
b. The executed real estate excise tax affidavit to accompany the Deed.
c. A recorded copy of the Right of Way dedication deed substantially in
the form of Exhibit B-2.
Purchase and Sale Agreement—COA/VRFA Station 31 Page 5 of 12
King County Parcel#7459920010
d. An executed copy of the lease amendment substantially in the form of
Exhibit B-5.
8.3.2 Buyer's Documents. At Closing, Buyer shall deliver to Escrow
Agent the following funds,instruments and documents:
a. The balance of the Purchase Price in accordance with Section 3.
b. An executed real estate excise tax affidavit.
c. An executed Water Utility Easement substantially in the form of
Exhibit B-3.
d. An executed Stormwater Easement & Maintenance Agreement
substantially in the form of Exhibit B-4.
e. An executed copy of the lease amendment substantially in the form of
Exhibit B-5.
8.4 Closing shall be considered complete when all of the following occur: Pre-
closing obligation described in subsections 3.1 and 3.2 have been completed,Buyer makes
payment to Seller,purchase of the Title Policy required in section 6, all encumbrances not
acceptable or not waived by Buyer have been cured, the parties have executed the real
estate excise tax and non-foreign person affidavits, and the executed statutory warranty
deed to Buyer is recorded.
8.5 In addition to the acts and assurances recited and contemplated by this
Agreement,the parties agree to perform,execute, and/or deliver any such further acts and
assurances that may reasonably be required to effect the purpose,terms,and conditions of
this Agreement.
9. Possession. Buyer is currently occupying the Property under an existing lease and
will be entitled to possession of the Property upon Closing.
10. Representations and Warranties.
10.1 Seller's Representations and Warranties. In addition to any other
representations or warranties of City elsewhere in this Agreement, Seller represents and
warrants to Buyer now, and as of the Date of Closing,that:
10.1.1 Authority. That the Seller has full power and authority to execute
this Agreement and perform Seller's obligations hereunder, and all necessary action to
authorize this transaction has been taken,except as specifically provided herein.
10.1.2 Hazardous Substances. Seller has not received notification of any
kind from any governmental agency suggesting that the Subject property is or may be
qualify for a Hazardous Substances cleanup.
Purchase and Sale Agreement—COA/VRFA Station 31 Page 6 of 12
King County Parcel#7459920010
Seller agrees to complete item 6, "Environmental" of Seller's Disclosure Statement,
attached as Exhibit C. Buyer agrees to waive the Seller's Disclosure Statement under
RCW 64.06.010 with the exception of item 6 under RCW 64.06.013.
10.1.3 Seller warrants that the property has no material,structural or hidden
defects and that to the best of Seller's knowledge, there is no litigation pending or
threatened again Seller that arises out of the ownership of the Property and that might
materially and detrimentally affect the (i) use or operation of the Property for Byer's
intended use, or(ii) the ability of Seller to perform its obligations under this Agreement,
or(iii)the value of the Property.
10.2 Buyer's Representations and Warranties. In addition to any other
representations and warranties of Buyer elsewhere in this Agreement,Buyer represents and
warrants to Seller now, and as of the Date of Closing, that (a) Buyer has full power to
execute, deliver and carry out the terms and provisions of this Agreement, and has taken
all necessary action to authorize the execution, delivery and performance of this
Agreement; and (b) the individual executing this Agreement on behalf of Buyer has the
authority to bind Buyer to the terms and conditions of this Agreement.
10.3 "As is" condition of Subject property. The Purchase Price reflects that the
Buyer is purchasing the Subject property"as is,""where is,"and"with all faults."Except
to the extent of representations and warranties specifically made by Seller or in the
Statutory Warranty Deed or other documents to be delivered by Seller at Closing,the Seller
has not made, does not make, and specifically negates and disclaims any representations,
warranties, promises, covenants, contracts or guarantees of any kind or character
whatsoever, whether express or implied, oral or written,past, present or future, of, as to,
concerning, or with respect to the value, nature, quality, or condition of the Property,
including,without limitation:
(i) The water,soil and geology;
(ii) The suitability of the Property for any and all activities and uses that Buyer or
anyone else may conduct thereon;
(iii) The compliance of or by the Property or its operation with any laws, rules,
ordinances or regulations of any applicable governmental authority or body;
(iv) The habitability, merchantability, marketability, profitability or fitness for a
particular purpose of the Property;
(v) The manner or quality of the construction or materials,if any,incorporated into the
Property;or
(vii) Any other matter with respect to the Property.
(b) Seller has not made, does not make, and specifically disclaims any representations
regarding compliance with any environmental protection, pollution, zoning or land use
laws,rules,regulations,orders, or requirements.
Purchase and Sale Agreement—CUA/VRFA Station 31 Page 7 of 12
King County Parcel#7459920010
(c) Without limitation,Seller does not make and specifically disclaims any warranties,
express or implied, any warranties or representations with respect to the structural
condition of the Property,the area of land being purchased,the existence or non-existence
of any Hazardous Substances or underground storage tanks, or the actual or threatened
release, deposit, seepage, migration or escape of Hazardous Substances, from or into the
Property, and the compliance or noncompliance of the Property with applicable federal,
state, county and local laws and regulations, including, without limitation, environmental
laws and regulations and seismic/building codes, laws and regulations. For purposes of
this Agreement, the term "Hazardous Substances" shall mean: "hazardous substance" as
defined in the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended ("CERCLA"); "hazardous waste" as defined by the Resource
Conservation and Recovery Act of 1976 ("RCRA") as amended; hazardous wastes,
hazardous materials,hazardous substances,toxic waste,toxic materials,or toxic substances
as defined in state or federal statutes or regulations; asbestos-containing materials,
polychlorinated biphenyls; radioactive materials, chemicals known to cause cancer or
reproductive toxicity; petroleum products, distillates or fractions; any substance the
presence of which is prohibited by statute or regulation; and any substance for which any
statute or regulation requires a permit or special handling in its use, collection, storage,
treatment or disposal.
10.4 Indemnification. From and after Closing, Buyer shall indemnify, defend and hold
Seller,its officers,agents and employees harmless from and against any and all claims and
agency orders or requirements directly or indirectly relating to or arising out of, the
Property.
11. Maintenance of Subjectjproperty;Risk of Loss,:Condemnation.
11.1 Maintenance of Subject property. From the Effective Date until the Closing
Date (or any earlier termination of this Agreement), Buyer as occupant of the Property
agrees to continue to maintain the Subject property in substantially the same condition
existing as of the Effective Date,ordinary wear and tear,and damage by casualty excepted.
The Parties agree that it will not damage nor commit waste on the property between the
Effective Date and the Closing Date.
11.2 Risk of Loss. Risk of loss of or damage to the Property shall be borne by
Seller until the Closing Date. Thereafter,Purchaser shall bear the risk of loss. In the event
of material loss of or damage to the Property prior to the Closing Date,Seller shall promptly
notify Purchaser in writing and Seller shall not be obligated to restore the Property nor pay
damages to Purchaser by reason of such loss or damage. Upon receipt of written notice
pursuant to Section 11 below, Purchaser may within five(5)business days terminate this
Agreement by giving written notice of such termination to Seller and such termination shall
be effective immediately; provided, however, that Purchaser may elect to purchase the
Property in the condition then existing; provided that, Purchaser delivers notice of such
election pursuant to Section 13 below within five (5)business days of receipt of Seller's
notice of a material loss of or damage to the Property as provided for in this Section 11
Purchase and Sale Agreement—COA/VRFA Station 31 Page 8 of 12
King County Parcel#7459920010
12. Default.
12.1 Time. Time is of the essence in every provision herein contained.
12.2 Seller's Remedies for Buyer's Default or Failure to Close. If Buyer fails,
without legal excuse,to complete the purchase of the Subject property in accordance with
this Agreement, Seller's sole and exclusive remedies shall be to terminate this Agreement
or to seek specific performance as well as any other remedies at law or equity.
12.3 Buyer's Remedies for Seller's Default. If Seller fails to complete the sale
of the Subject property in accordance with this Agreement, Buyer's remedy will be to
terminate this Agreement or to seek specific performance,as well as any other remedies at
law or equity.
13. Notices. All notices,demands and other communications required or permitted to
be given hereunder shall be in writing,and shall be sent by personal delivery(including by
means of professional messenger or courier service)or registered or certified mail,postage-
prepaid,return-receipt requested,or by email at the addresses provided herein. Notice shall
be deemed to have been given upon receipt if personally delivered or sent by email, and if
sent by mail, two (2) days after duly deposited in the U.S. Mail to all of the addresses
designated for such party.
The Parties' respective addresses for notices are as follows:
If to City;. City of Auburn
Real Property Management
25 West Main Street
Auburn,WA 98001-4998
Attn: Josh Arndt
Email:jarndt@auburnwa.gov
With copies to: City Attorney's Office
City of Auburn
25 West Main Street
Auburn,WA 98001-4998
Attn: City Attorney
Email: kcomeau@auburnwa.gov,druth@auburnwa.gov
If to Valley Regional Valley Regional Fire Authority
Fire Authority: 1101 D St.NE
Auburn,WA 98002
Attn: Brad Thompson,Fire Chief
Email: Brad.Thompson@vrfa.org
With copies to: Valley Regional Fire Authority
Purchase and Sale Agreement—COA/VRFA Station 31 Page 9 of 12
King County Parcel#7459920010
1101 D St.NE
Auburn,WA 98002
Attn:Mark Horaski,Chief Financial Officer
Email: Mark.Horaski@vrfa.org
Notice of change of address shall be given by written notice in the manner detailed in this
Section.
14. General.
14.1.Entire Agreement,Waiver,and Governing Law. This is the entire agreement
of Buyer and Seller with respect to the matters covered hereby and supersedes all prior.
agreements between them,written or oral. Any waivers must be in writing. No waiver of
any right or remedy in the event of default will constitute a waiver of such right or remedy
in the event of any subsequent default. This Agreement will be governed by the laws of
the State of Washington. Venue for disputes under this agreement is the Superior Court of
King County,Washington.
14.2 No Third Party Beneficiaries/Severability. This Agreement is for the benefit
only of the parties hereto and shall inure to the benefit of and bind the heirs, personal
representatives, successors and permitted assigns of the parties hereto. The invalidity or
unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision hereof. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
14.3 Signing Authority. Each of the Parties hereby represents and warrants that
the individual signing this Agreement on its behalf is duly authorized to enter into this
Agreement and to execute and legally bind such Party to it.
14.4 Attorneys' Fees. In the event suit or action is instituted to interpret or
enforce the terms of this Agreement, the prevailing party is entitled to recover from the
other party such sum as the Court may adjudge reasonable as attorneys' fees, including
fees incurred at trial,on any appeal and in any petition for review.
14.5 Reservation of Police Power, Notwithstanding anything to the contrary set
forth in this Agreement, Buyer understands and acknowledges that the City's authority to
exercise its police (regulatory) powers in accordance with applicable law shall not be
deemed limited by the provisions of this Agreement.
14.6 Amendment. This Agreement may be amended or modified only by a
written instrument executed by Seller and Buyer
14.7 Construction. This Agreement and each of its terms have been explicitly
negotiated between the parties,and each has had the opportunity for legal counsel to review
Purchase and Sale Agreement—COA/VRFA Station 31 Page 10 of 12
King County Parcel#7459920010
the Agreement, so that the language in all parts will be construed according to its fair
meaning and not strictly for or against either party.
14.8 Agreement to Purchase. Buyer hereby acknowledges receipt of a copy of this
Agreement. Buyer offers to purchase the Property on the above terms and conditions. Seller
shall have until 9:00 p.m.on October 29,2021 to accept,counter,or reject this offer.
14.9 Approval by Auburn City Council. The Parties acknowledge that this
Agreement shall not be deemed accepted by or binding on the Seller until approved by the
Auburn City Council.
14.10 Non-Merger. The terms and provisions of this Agreement will not merge in,
but will survive,the closing of the transaction contemplated under this Agreement.
14.11 Exhibits. The following exhibits are attached and incorporated into this
Agreement by reference.
(i) Exhibit A—Legal Description of the Property
(ii) Exhibit B-1—Statutory Warranty Deed Form
(iii) Exhibit B-2—Right of Way Dedication Deed Form
(iv) Exhibit B-3—Water Utility Easement
(v) Exhibit B-4—Stormwater Easement&Maintenance Agreement
(vi) Exhibit B-5—Lease Amendment
(vii) Exhibit C-Seller Disclosure,Environmental
[SIGNATURES ON THE FOLLOWING PAGE]
•
Purchase and Sale Agreement—COA/VRFA Station 31 Page 11 of 12
King County Parcel#7459920010
SIGNATURES
BUYER SELLER
VALLEY REGI$NAL FIRE AUTHORITY CITY OF AUBURN
X7, 1. 0484416
ad Thompson,Fire Chief Nancy Bai;r111. Mayor
0 gi
\ /\%/8ch2.
Date: Date:
Approved as to Form: Approved as to Form:
Eric Quinn,VRFA Attorney Kendra Comeau,City of Auburn Attorney
Purchase and Sale Agreement—COA/VRFA Station 31 Page 12 of 12
King County Parcel#7459920010
EXHIBIT"A"
Legal Description
LOT 1,RPM-AUBURN,ACCORDING TO THE PLAT THEREOF,RECORDED IN
VOLUME 126 OF PLATS AT PAGES 84 AND 85,RECORDS OF KING COUNTY,
WASHINGTON.
EXCEPT THE EASTERLY 5.50 FEET THEREOF CONVEYED TO THE CITY OF
AUBURN FOR RIGHT OF WAY PURPOSES BY DEED RECORDED UNDER KING
COUNTY RECORDING NUMBER
King County Parcel Number: 7459920010
Purchase and Sale Agreement—COA/VRFA—Station 31 Page 1 of 1
Exhibit A/Legal Description
Parcel#745992-0010
EXHIBIT B-1
Statutory Warranty Deed
Return Address:
Valley Regional Fire Authority
1101 D Street NE
Auburn,WA 98002
Above this line reserved for recording information.
STATUTORY WARRANTY DEED
Grantor: City of Auburn
Grantee: Valley Regional Fire Authority
QSTR: ; SW-7-21-5
Parcel Identification Number#(if applicable): 745992-0010
The grantor City of Auburn,Washington,for and in consideration of Ten Dollars and other valuable
consideration in hand paid,conveys and warrants to the Valley Regional Fire Authority,the following
described real estate
LOT 1, RPM-AUBURN, ACCORDING TO THE PLAT THEREOF, RECORDED
IN VOLUME 126 OF PLATS AT PAGES 84 AND 85, RECORDS OF KING
COUNTY WASHINGTON.
EXCEPT THE EASTERLY 5.50 FEET THEREOF CONVEYED TO THE CITY
OF AUBURN FOR RIGHT OF WAY PURPOSES BY DEED RECORDED UNDER
KING COUNTY RECORDING NUMBER
SUBJECT TO: MATTERS OF PUBLIC RECORD
situated in the county of King,state of Washington.Dated this day of
(year)
STATE OF )
)ss.
County of )
STATE OF WASHINGTON )
)ss.
County of King )
Purchase and Sale Agreement—COA/VRFA Station 31 Page 1 of 2
Exhibit B-1/Statutory Warranty Deed form
King County Parcel#745992-0010
I certify that I know or have satisfactory evidence that...__ ....... . ........................._.. ..is the person who
appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated
that he was authorized to execute the instrument and acknowledged it as the Mayor of the City of
Auburn,a Washington municipal corporation,to be the free and voluntary act of such party for the uses
and purposes mentioned in this instrument.
Dated: .: . .._ . . ... .
Notary Public in and for the State of
residing at,
My appointment expires
Purchase and Sale Agreement—COA/VRFA Station 31 Page 2 of 2
Exhibit B-1/Statutory Warranty Deed form
King County Parcel#745992-0010
EXHIBIT B-2
Right of Way Dedication Deed
Return Address:
City of Auburn
Clerks Office
25 W Main St
Auburn,WA 98001
Above this line reserved for recording information._
RIGHT OF WAY DEDICATION DEED
Grantor City of Auburn
Grantee: :: City of Auburn I
QSTR: SW-7-21-5
Parcel Identification Number#(if applicable): 74599270010
The grantor City of Auburn,for and in consideration of Ten Dollars and other valuable consideration
in hand paid,grants and warrants to the City of Auburn,Washington,the following described
easement for right of way,public street,and public utility purposes
Legal Description attached as Exhibit A and depicted in Exhibit B attached hereto and
incorporated by this reference
situated in the county of King,state of Washington.
It is the intention of the parties that,notwithstanding the fact that the benefit of the easement and
rights herein granted and the fee underlying the easement are now or may hereafter be owned by the
same person or entity,the easement and rights in each case created hereby shall not merge into such
fee.
Dated this ,day of. (year)
ear)
STATE OF :_.........:..:... )
)ss.
County of )
STATE OF WASHINGTON )
)ss.
County of King )
I certify that I know or have satisfactory evidence that is the person who
appeared before me, and said person acknowledged that he/she signed this'instrument, on oath stated
that he was authorized to execute the instrument and acknowledged it as the Mayor of the City of
Auburn,a Washington municipal corporation,to be the free and voluntary act of such party for the uses
and purposes mentioned in this instrument.
Purchase and Sale Agreement—COA/VRFA Station 31 Page 1 of 4
Exhibit B-2/Right of Way Dedication Deed form
King County Parcel#745992-0010
Notary Public in and for the State of
residing at
My appointment expires
Purchase and Sale Agreement—COA/VRFA Station 31 Page 2 of 4
Exhibit B-2/Right of Way Dedication Deed form
King County Parcel#745992-0010
EXHIBIT A
Right of Way Dedication Legal Description
The Easterly 5.50 feet of Lot 1,RPM-Auburn,according to the plat thereof recorded In Volume 126 of
Plats,Pages 84 and 85,records of King County,Washington.
Situate in the City of Auburn,King County,Washington.
Containing an area of 3,195 square feet,more or less.
4,':::, #,, .> 'ti .wny.',
LG'I '
. °r rasyf�,4f
- /4 McArk A1�
4 ` �,
Hr
'7'...7 �", III
53 .�,.�
04L L MMi?A`<:
�� 30/16/2020
Purchase and Sale Agreement—COA/VRFA Station 31 Page 3 of 4
Exhibit B-2/Right of Way Dedication Deed form
King County Parcel#745992-0010
EXHIBIT B ,
Depiction of Right of Way Dedication
,,
Iv
1
1
IkPM-14431874is". 84-65
't26, Y fff
3
- 17 : • l
/s}�Q
Fa f i '
TPN 745992-001C1 ;e: d
1101 D ST NE40
rt d
SCALE; 1'1=7 0 FEET
wi um Nam= ammour
i I-� D;... 5........ 0 140
5.50r # ce:
l•-'.`.
If co
} 0 I.F. �igf1 ... ",,
0 13)1411- ai f
': , , (� is
mar__Hai o `01
1` ,� .;
THIS EXH4etT IS PREPARED TO
ASSIST IN DIE NTERPREFA1ION; es P] J . k
OF THE ACCOMPANYING LEGAL a �. NDI' ERUZO
DESCRIPTION AND DOES NOT In t, ^+.,r. „ s.> rrrfra,a'4'0
REPRESENT A:BOUNDARY Ir f 1
SURVEY•
0, 30' 30'. r___________
1
CITY OF AUBURN ExF11Brr"B" rtarr: ,
,.1...011—'4 • RIGI-ITOFWAY
3maa2o
4 , . :`"'' PUBLIC WORKS DEPARTMENT /C q'ON lf}
N DERICTIOI4 O AWIJBY:OSP
Purchase and Sale Agreement—COA/VRFA Station 31 Page 4 of 4
Exhibit B-2/Right of Way Dedication Deed form
King County Parcel#745992-0010
EXHIBIT B-3
Water Utility Easement
Return Address:
City of Auburn
City Clerk
25 West Main
Auburn,WA 98001
Above this line reserved for recording information
WATER UTILITY EASEMENT
Reference#(if applicable): N/A
Grantor: Valley Regional Fire Authority
Grantee: City of Auburn
QSTR: SW-7-21-5
Assessor's Tax Parcel ID#: 745992-0010
For and in consideration of the sum of TEN DOLLARS ($10.00) and other good
and valuable consideration, receipt of which is hereby acknowledged, Valley Regional
Fire Authority ("Grantor") hereby conveys and warrants to the City of Auburn, a
Washington municipal corporation, its successors and assigns ("Grantee"), a perpetual
Nonexclusive Easement, legally described in Exhibit A, and depicted in Exhibit B
("Easement Area") for the purposes of access, inspection, laying, maintaining and repair
to the water utility and appurtenances thereto. This easement shall burden the above-
designated Tax Parcel("Parent Parcel")legally described in Exhibit C:
SEE EXHIBITS "A", "B"AND"C",ATTACHED HERETO.AND BY THIS
REFERENCE MADE A PART HEREOF.
Grantee shall have the absolute right,at times as may be necessary, for immediate
entry upon said Easement Area for the purpose of maintenance, inspection, construction,
repair or reconstruction of the above improvements without incurring any legal obligation
or liability therefore.
Grantee shall have the absolute right to place any type of driving surface within
the Easement Area deemed necessary by the Grantee.
Grantee shall have the absolute right to relocate the easement on the Grantor's
property, provided that the easement relocation area does not substantially interfere with
Grantor's operations or existing structures. Grantor shall not be entitled to any
compensation associated with the easement relocation.
Purchase and Sale Agreement—COA/VRFA Station 31 Page 1 of 6
Exhibit B-3/Water Utility Easement form
King County Parcel#745992-0010
Grantor shall not in any way block,restrict or impede access and egress to or from
the Easement Area,and/or in any way block,restrict or impede full use of the real property
within the Easement Area by the Grantee for the above-described purposes. Other than
what might exist at the time of execution of this easement,no building,wall,rockery,fence,
trees or structure of any kind shall be erected or planted,nor shall any fill material be placed
within the boundaries of the Easement Area, without the express written consent of the
Grantee. With Grantee permission, Grantor may fence across said Easement Area and/or
along the boundaries of the Easement Area,provided that a gate is constructed in the fence.
The gate shall be of sufficient length and location to allow the Grantee full use of, and
access and egress to and from the Easement Area. If the gate is to be locked,keys shall be
provided to the Grantee.
Without the written permission of the City Public Works Director and City
Engineer,no excavation shall be made within three(3) feet of the water service facilities
and the surface level of the ground within the Easement Area shall be maintained at the
elevation as currently existing.
Grantor shall have the right to relocate the existing water utility should Grantor
elect to redevelop, improve, or have some other specific need, cause or desire. If Grantor
desires to have the utility relocated Grantor shall work with Grantee in good faith to
determine a new location that is acceptable to both parties.As part of the relocation Grantor
shall provide Grantee with a complete legal description describing and depicting the new
agreed upon location for the utility and both parties agree to record a new utility easement
substantially in the same form as this easement describing and depicting the new agreed
upon location. Immediately following recording of the new utility easement or Grantor's
abandonment of those facilities described herein, whichever happens last, Grantee shall
execute a release of easement for that area described in Exhibit A and depicted in Exhibit
B. All costs and fees associated with the utility relocation, including permit fees,
construction costs, survey, recording of a new utility easement and release of the
abandoned easement shall be the responsibility of the Grantor.
Grantor accepts all risk of loss to Grantor's property and its improvements and
further agrees to defend,indemnify,and hold harmless Grantee,its consultants,employees,
elected officials, agents, representatives, or designees from all liability, claims, damages,
losses, and expenses,whether direct, indirect, or consequential, including,but not limited
to,reasonable attorneys' fees,expert witness fees,and other expenses of litigation resulting
from personal injury or property damage arising out of or in connection with Grantee's
water utility facilities within the Easement Area.
Grantor grants to the Grantee the right of ingress and egress to the Easement Area
over and across all paved, graveled, or otherwise improved driveways or parking lots
within the Parent Parcel. If direct access to the Easement Area is not available from such
driveways or parking lots,the Grantee's right of ingress and egress shall include such other
areas within the Parent Parcel as the Grantee determines are necessary to access the
Easement Area from such driveways and parking lots or from the Parent Parcel's
boundaries. In the case of any damage or disruption of the Parent Parcel,the Grantee shall
return the property to a condition reasonably comparable to its condition as it existed
immediately before entry and/or work was made thereon by the Grantee or its agents.
Purchase and Sale Agreement—COA/VRFA Station 31 Page 2 of 6
Exhibit B-3/Water Utility Easement form
King County Parcel#745992-0010
Grantor additionally grants to the Grantee, the use of such additional area
immediately adjacent to the Easement Area as shall be required for the construction,
reconstruction, maintenance and operation of said water facilities. The use of such
additional area shall be held to a reasonable minimum and in the case of any damage or
disruption of the Parent Parcel, the Grantee shall return the property to a condition
reasonably comparable to its condition as it existed immediately before entry and/or work
was performed by the Grantee or its agents. In addition to the other restrictions herein,
Grantor shall not convey to a third party any easement or other right of usage in the Parent
Parcel that would impair or limit the Grantee's use of the Easement Area.
This Easement shall be a covenant running with the Parent Parcel shall burden said
real estate, and shall be binding on the successors,heirs and assigns of all parties hereto.
IN WITNESS WHEREOF, said corporation has caused this instrument to be executed by
its proper officer(s)this day of ,2021.
Authorized Signature
STATE OF WASHINGTON )
)ss.
County of )
The undersigned Notary Public hereby certifies:That on this day of
20 , personally appeared before me
(name),
(title),to me known to be the individual(s)described
in and who executed the within instrument, and acknowledged that he/she signed and
sealed the same as his/her free and voluntary act and deed,for the purposes and uses therein
mentioned, and on oath stated that he/she was duly authorized to execute said document
on behalf of
In Witness Whereof I have hereunto set my hand and affixed my official seal the day
and year first above written.
Notary Public in and for the State of Washington,
Residing at
My commission expires
Purchase and Sale Agreement—COA/VRFA Station 31 Page 3 of 6
Exhibit B-3/Water Utility Easement form
King County Parcel#745992-0010
EXHIBIT A
Easement Area
A Water Easement located within the Southwest Quarter of the Southwest Quarter of Section 7,
Township 21 North,Range 5 East of the Willamette Meridian,King County,Washington,being and
comprising a portion of Lot 1,RPM-Auburn,according to the plat recorded In Volume 126 of Plats,Pages
84 and 85,records of King County,Washington,lying within the limits of a strip of land 15.00 feet wide
and having 7.50 feet of such width to each side of the following described centerlines:
Commencing at the Northwest Corner of said Lot 1,thence along the West Line of Said Lot 1 South
1°12'09"West a distance of 222.28 feet to the POINT OF BEGINNING;
Thence leaving said West Line South 87°47'08"East a distance of 710 feet to a point hereinafter
referred to as Point A;
Thence continuing South 87°47'03"East a distance of 108.01 feet;
Thence South 81°12'17"East a distance of 55.40 feet to the East Line of said Lot 1,also being the
Westerly Right of Way Margin of 0 Street Northeast,and the terminus of this centerline description.
TOGETHER WITH
Beginning at aforementioned Point A,:thence North 1°12'09"East a distance of 21.50 feet and the
terminus of this centerline description.
EXCEPT any portion lying within 0 Street Northeast.
The sidelines of this water easement being lengthened or shortened as necessary to intersect upon
themselves,the West Line of Lot 1 and the Westerly Right of Way Margin of 0 Street Northeast.
Containing an area of 2,774 square feet,more or less.
The Basis of Bearings for this description being the calculated bearing of South 00°58'42" West along
the monumented centerline of 0 Street Northeast,as determined between the monuments at 15"
Street Northeast(COA MON 609.012)and the first southerly point of curvature(COA MON 610.013).
ISIAIFY� t '
5a3s
f44111i406
12/02/2020
Purchase and Sale Agreement—COA/VRFA Station 31 Page 4 of 6
Exhibit B-3/Water Utility Easement form
King County Parcel#745992-0010
EXHIBIT B
Depiction of Easement Area
r PDC
Iw4Y CORNER
LOT! 101 l
Rp pG8 64.138
VO
SCALE: 1" 50 FEET
WITSIiiiiiii
19 0 25. 50 100
H
N.
• ; TPN 745992-0010
A. 1101 D ST NE
.... •
in
EXISTING
BUILDING
i iti /
17CNO1 12 G4 E I
21 50'
Is:
PM --... .. ..�. E\„:,,... --� 7 ,q
750' ..
EASEMENT t;,>I,,,L,P,.#,L'/ `5
EXISTING Lt I& S 87'47'43" E 108.0.1' $ t oY 1tas �' d, f
BUILDING L2 an S 81'12'17"' E 55,40, ; '.w'�� �,
, 4 .' , -,.I •• ,i,. ,'i'l ' '
30' fir,° ty X 83:4 .'
f , i W` r'
�Q ,4G 9` Q
12'0x'2020 '
't i'
.moi'#.64.44'
THIS DRAWING IS TO ACCOMPANY THE LEGAL DESCRIPTION FOR THE
WATER EASEMENT AND DOES NOT REPRESENT A BOUNDARY SURVEY
---••'""" • CITY OF AUBURN EXHIBIT la"
' WATER EASEMENT
,,,.'y wr ";41. � RU9LIC WORKS Dlrt�ARTMGIVT
29 WEST MAIN-AUBURN,WA DEPICTION
Olksutta .0,1113TECTS 00000 40409 _:.AO*:AMALYSJS D ST WS At VRFA.STA SI ?w,lE91l1E:-EASEMENT
Purchase and Sale Agreement—COA/VRFA Station 31 Page 5 of 6
Exhibit B-3/Water Utility Easement form
King County Parcel#745992-0010
EXHIBIT C
Parent Parcel
LOT 1,RPM-AUBURN,ACCORDING TO THE PLAT THEREOF,RECORDED IN
VOLUME 126 OF PLATS AT PAGES 84 AND 85,RECORDS OF KING COUNTY,
WASHINGTON.
EXCEPT THE EASTERLY 5.50 FEET THEREOF CONVEYED TO THE CITY OF
AUBURN FOR RIGHT OF WAY PURPOSES BY DEED RECORDED UNDER KING
COUNTY RECORDING NUMBER
King County Parcel Number: 7459920010
Purchase and Sale Agreement—COA/VRFA Station 31 Page 6 of 6
Exhibit B-3/Water Utility Easement form
King County Parcel#745992-0010
EXHIBIT B-4
Stormwater Easement and Management Agreement
Return Address:
City of Auburn
City Clerk
25 West Main
Auburn,WA 98001
Above this line reserved for recording information.
STORMWATER EASEMENT AND MAINTENANCE AGREEMENT
Grantor: Valley Regional Fire Authority
Grantee: City of Auburn
QSTR: SW-7-21-5
Assessor's Tax Parcel ID#(s); 745992-0010
In consideration of the mutual covenants contained herein and for other valuable
consideration,this easement and agreement are made and entered into this day of
, by and between the City of Auburn, a municipal
corporation of the State of Washington, (the "CITY")and Valley Regional Fire Authority,
(the"PROPERTY OWNER" and collectively,the"PARTIES").
1. STORMWATER EASEMENT
This easement and maintenance agreement applies to the Real Property described in
Exhibit"A"and depicted in Exhibit"B"
Private Stormwater Facilities on the Real Property include,but are not limited to, the
following storm water elements:
• Detention Pipe
• Control Structure
• Catch Basins
• Oil/Water Separator
PROPERTY OWNER agrees to provide a non-exclusive easement ("Stormwater
Easement"),legally described in Exhibit"A"and depicted in Exhibit"B",to the CITY
for access,inspection,and maintenance for the purposes of this Agreement,over,under
and on the Real Property, and on that portion of the property containing Private
Purchase and Sale Agreement—COA/VRFA Station 31 Page 1 of 8
Exhibit B-4/Stormwater Easement&Maintenance Agreement form
King County Parcel#745992-0010
Stormwater Facilities. This easement shall be a burden to the Real Property and shall
be a benefit to the City Storm Drainage Utility System.
2. MAINTENANCE
The PROPERTY OWNER agrees to maintain the Private Stormwater Facilities in
accordance with the Auburn City Code, including the City of Auburn Surface Water
Management Manual.
The PROPERTY OWNER agrees to allow the CITY to enter the Real Property for the
limited purpose of inspecting the Private Stormwater Facilities, including authorizing
the City to utilize any necessary equipment to perform such inspections. The CITY
will notify the PROPERTY OWNER in writing of any necessary maintenance. If the
PROPERTY OWNER fails to maintain the Private Stormwater Facilities after being
notified by the CITY, the PROPERTY OWNER agrees the CITY may enter onto the
Real Property to perform emergency maintenance in the event of failure of the storm
management plan elements which might result in adverse impacts(s)on public facilities
or private facilities of other property owners but at no time will the City have any
ownership interest in the Real Property. The PROPERTY OWNER agrees to
reimburse the CITY for the costs incurred by the CITY in maintaining the Private
Stormwater Facilities. Should the CITY incur attorney's fees and/or costs in enforcing
the agreement and/or in maintaining or collecting maintenance fees, the PROPERTY
OWNER agrees to pay reasonable attorney's fees and all costs incurred by the CITY.
The City's sole obligation in the event of any damage,relocation, or disruption of the
Easement Area, its employees, contractors, or agents shall be to re-establish existing
grades and provide for adequate site stabilization.
3. POLLUTION
3.1 Hazardous Substances Defined
As used herein, the term "Hazardous Substances" means any hazardous, toxic,
chemical, or dangerous substance, pollutant, contaminant, waste or material,
including petroleum, which is regulated under any federal, state, or local statute,
ordinance, rule, regulation or common law relating to chemical management,
environmental protection, contamination, or cleanup including, without limitation,
the Comprehensive Environmental Response, Compensation, the Liability Act of
1980 and as later amended, and the Resource Conservation and Recovery. Act as
amended.
3.2 Clean-up
Purchase and Sale Agreement—COA/VRFA Station 31 Page 2 of S
Exhibit 13-4/Stormwater Easement&Maintenance Agreement form
King County Parcel#745992-0010
In the event of the presence of Hazardous Substances on the Real Property caused
by any person or entity other than the City, the PROPERTY OWNER shall, at its
own cost, undertake immediate response as required by law, including, but not
limited to, reporting to appropriate agencies, and shall notify the CITY as soon as
reasonably possible. The PROPERTY OWNER will pursue enforcement of all
required remediation and cleanup efforts until they are completed and the cleanup
and/or remediation has been approved by appropriate governmental agencies. The
PARTIES agree that such clean-up requirements are consistent with 42 U.S.C. §
9607 and Chapter 70.105D RCW.
In the event that a spill of Hazardous Substances from the Real Property crosses the
public right-of-way, the PROPERTY OWNER will, at its own cost, undertake
immediate response as required by law, including,but not limited to, reporting to
appropriate agencies, and will notify the CITY as soon as reasonably possible, and
will pursue enforcement of all required remediation and cleanup efforts until they
are completed and the cleanup and/or remediation has been approved by appropriate
governmental agencies.
If the PROPERTY OWNER does not pursue and complete cleanup and/or
remediation, the City may purse those actions and the PROPERTY OWNER will
reimburse the City for all associated costs.
4. GENERAL PROVISIONS
4.1 Acknowledgment of Other Enforcement.Actions.
PROPERTY OWNER acknowledges that there may be liability for violations of
codes that could result in additional fines and/or the possibility of incarceration in
addition to the fees for maintenance should violations occur.
4.2 Covenant Running With Land,.
This easements and the covenants shall be a covenant running with the land and shall
inure to the benefit of and be binding in perpetuity on any recorded owner of the
Real Property until such time as this Agreement is vacated or replaced by mutual
agreement of the parties.
4.3 Counterparts
This Agreement may be executed in multiple counterparts, each of which shall be
deemed to be an original,but all of which,together,shall constitute one and the same
instrument..
4.4 Heirs, Successors and Assigns
Purchase and Sale Agreement—COA/VRFA Station 31 Page 3 of 8
Exhibit B-4/Stormwater Easement&Maintenance Agreement form
King County Parcel#745992-0010
This easement and the covenants is binding upon, and inures to the benefit of, the
CITY and the PROPERTY OWNER and their respective successors, heirs,
administrators, and assigns. The PARTIES desire that this Agreement be recorded
to advise heirs, successors and assigns of both parties as to the existence of this
easement and agreement.
4.5 Indemnity
The CITY agrees to hold harmless the PROPERTY OWNER, its officers, agents
and employees from any damages, claims, or costs associated with any damages,
claims or costs arising out of this Agreement, except those arising out of the gross
negligence or intentional misconduct of the PROPERTY OWNER, or those arising
out of the PROPERTY OWNER's failure to provide maintenance,repair,and clean-
up in accordance with this agreement.
PROPERTY OWNER agrees to hold harmless the CITY, its officers, agents and
employees from any damages,claims,costs associated with any maintenance by the
PROPERTY OWNER and with storm water runoff, spills, and debris originating
from the public right of way,or for which a third party may be liable,that enters the
Private Stormwater Facilities from the public way, and any other damages, claims
or costs arising out of this Agreement, except those arising out of the gross
negligence or intentional misconduct of the CITY...
EXECUTED as of the date first written above.
Valley Regional Fire Authority
Purchase and Sale Agreement—COA f VRFA Station 31 Page 4 of 8
Exhibit B-4/Stormwater Easement&Maintenance Agreement form
King County Parcel#745992-0010
STATE OF WASHINGTON)
) ss
COUNTY OF KING )
I certify I have known or have satisfactory evidence that
and is/are the person(s) who appeared before me, and
said person(s) acknowledged that he/she/they signed this instrument on oath stated that
he/she/they was/were authorized to execute the instrument and acknowledge as the
of:. . . .
a Washington Municipal Corporation,to be the free and voluntary act of such party for the
uses and purposes mentioned in the instrument.
Dated
Notary Public in and for the State of Washington
Residing at
My appointment expires
Purchase and Sale Agreement—COA/VRFA Station 31 Page 5 of 8
Exhibit B-4/Stormwater Easement&Maintenance Agreement form
King County Parcel#745992-0010
CITY OF AUBURN
Jacob Sweeting, City Engineer Date
STATE OF WASHINGTON)
)ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that Jacob Sweeting is the person who
appeared before me, and said person acknowledged that he signed this instrument, on oath
stated that he was authorized to execute the instrument and acknowledged it as the CITY
ENGINEER of the CITY OF AUBURN to be the free and voluntary act of such party for
the uses and purposes mentioned in this instrument.
Dated
Notary Public in and for the State of Washington
Residing at
My appointment expires
Purchase and Sale Agreement—COA/VRFA Station 31 Page 6 of 8
Exhibit B-4/Stormwater Easement&Maintenance Agreement form
King County Parcel#745992-0010
EXHIBIT A
Stormwater Easement and Maintenance Agreement Legal Description
LOT 1,RPM-AUBURN,ACCORDING TO THE PLAT THEREOF,RECORDED IN VOLUME 126 OF PLATS AT
PAGES 64 AND 85,RECORDS OF KING COUNTY,WASHINGTON.
SITUATE IN.THE CITY OF AUBURN,KING COUNTY,WASHINGTON.
Purchase and Sale Agreement—COA/VRFA Station 31 Page 7 of 8
Exhibit B-4/Stormwater Easement&Maintenance Agreement form
King County Parcel#745992-0010
EXHIBIT B
Depiction of Stormwater Easement and Maintenance Agreement
CO#t " CBM2
SD 1
I TPN 745992 0010
1101 0 ST NE I •
j
I ® ,.... —Il C®'SS�4, : RA1NS 1NT0 038 CITr
CB 5 r »8" STdRm sysTEm AT
6C9— AND
It91;:
+ SDS-038
' I c 4. .F
1 x CATCH BASIN TABLE
I
a uj C6I1.609.07TO
I C8#7: " I CM a 60,94)782
I I I F C®#5 is 80904529
cfts.B09•p781
0 CENT•609•DTBO
'1
R1:0- l8u eA.SS s 9A16= I C? 78
q,2.®, GS. OW411.802.0804
1
SCALE: 1°'°70 FEE '
0 5 70 14D
EXHIBIT"El"
CITY OF AUBURN STORMWATER EA SEMENT AND
_ "* ', PUBLIC WORKS DEPARTMENT MAINTENANCE AGREEMENT
,,. insv; 26 WEST MAIN-AUBURN,WA DEPICTION
Purchase and Sale Agreement–COA/VRFA Station 31 Page 8 of 8
Exhibit B-4/Stormwater Easement&Maintenance Agreement form
King County Parcel#745992-0010
EXHIBIT B-5
Amendment to the Lease Agreement
FIRST AMENDMENT TO THE LEASE AGREEMENT
BETWEEN THE CITY OF AUBURN AND VALLEY REGIONAL FIRE
AUTHORITY
THIS AMENDMENT is made and entered into this day of
by and between the CITY OF AUBURN, a Washington municipal
corporation (the "City"), and VALLEY REGIONAL FIRE AUTHORITY, a
Washington municipal corporation(the"VRFA"),collectively referred to as the"Parties",
amending the Lease Agreement between the parties dated August 18,2008.
RECITALS:
1. On August 18,2008,Authorized under Resolution 4390 the Parties entered
into a lease agreement for VRFA to utilize and occupy City owned
properties located at 500 182nd Ave. E ("Station 33"), 1101 D St NE
("Station 31")and 1951 R Street SE("Station 32")as Fire Stations.
2. On , , Authorized under Resolution
VRFA purchased Station 31 from the City.
3. It is the intent of the parties to remove Station 31, located at 1101 D Street
NE, from the definition of"Fire Stations"in the Lease Agreement and to
withdraw that property from the leaseholds subject to the Agreement.
NOW THEREFORE in consideration of their mutual covenants, conditions and
promises,upon execution the following is hereby amended:
• The second recital is amended to read as follows:
"WHEREAS, the City owns land and is willing to lease the land to the
VRFA to construct and maintain a future fire station in one location and to
use the existing buildings for a fire station at a second location,and"
• The following new section is inserted as section one of the lease and all other
sections are renumbered accordingly:
Premises,, City owned property located at 1951 R Street SE and a portion
of the property located at 500 182nd Ave E (the "Premises" or "Fire
Purchase and Sale Agreement—COA/VRFA Station 31 Page 1 of 5
Exhibit B-5/Lease Amendment
King County Parcel#745992-0010
Stations"), as legally described in Exhibit A, is leased to VRFA for those
purposes defined in paragraph 6,below.
o A 27th paragraph is added to the Lease Agreement and reads as follow:
"This Agreement and any amendments thereto may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument."
e Exhibit A is amended to read as follows:
LEGAL DESCRIPTION FOR 1951 R STREET SE:,AUBURN,WA 98002
LOT 1 OF AUBURN SHORT PLAT SP-6-80 AS RECORDED
KING COUNTY AUDITOR'S FILE#8007080428,BEING
A PORTION OF:
BEGINNING AT THE SOUTHEAST CORNER OF GOVERNMENT LOT 11 IN THE SOUTHEAST
QUARTER OF SECTION 19,TOWNSHIP 21,NORTH,RANGE 5 EAST OF THE WM IN THE CITY OF
AUBURN, KING COUNTY, WASHINGTON; THENCE NORTH 0°04'45" EAST ALONG THE EAST
LINE OF GOVERNMENT LOT 11 IN SAID SECTION 19,A DISTANCE OF 70.08 FEET; THENCE
NORTH 43°03'17" WEST ALONG THE CENTERLINE OF VACATED (OLD) HOWARD ROAD
EXTENDED A DISTANCE OF 188 FEET, TO THE TRUE POINT OF BEGINNING; THENCE
CONTINUING ALONG SAID VACATED CENTERLINE NORTH 43°03'17"WEST A DISTANCE OF
547.05 FEET; THENCE SOUTH 46°56'43" WEST A DISTANCE OF 30 FEET TO THE
SOUTHWESTERLY MARGIN OF VACATED(OLD)HOWARD ROAD; THENCE NORTH 43°03'1T'
WEST ALONG SAID VACATED WESTERLY MARGIN, A DISTANCE OF 172.99 FEET; THENCE
NORTH 46°56'43"EAST A DISTANCE OF 30 FEET TO THE CENTERLINE OF SAID VACATED(OLD)
HOWARD ROAD; THENCE NORTH 43°03'17" WEST ALONG SAID VACATED CENTERLINE A
DISTANCE OF 103.02 FEET TO THE SOUTHWESTERLY MARGIN OF THE ACCESS ROAD TO
STATE ROAD NO.5;THENCE SOUTH 62°05'03"EAST ALONG SAID SOUTHWESTERLY MARGIN
A DISTANCE OF 555.81 FEET;THENCE CONTINUING ALONG SAID SOUTHWESTERLY MARGIN
SOUTH 69°81'50"EAST A.DISTANCE OF 149.12 FEET TO THE WESTERLY MARGIN OF"B"STREET
SOUTHEAST;THENCE SOUTH 0°04'45"WEST ALONG SAID WESTERLY MARGIN A DISTANCE
OF 224.93 FEET;THENCE SOUTH 46°56'43"WEST A DISTANCE OF 93.92 FEET TO THE POINT OF
BEGINNING;
SITUATED IN THE COUNTY OF KING,STATE OF WASHINGTON
LEASE.AREA LEGAL..DESCRIPTION...FOR..500..l.82ND AVE E.:AUBURN:,.
THAT PORTIOIN OF THE NORTH HALF OF THE SOUTHEAST QUARTER FO THE NORTHEAST
QUARTER OF SECTION 5, TOWNSHIP 20 NORTH, RANGE 5 EAST, WILLAMETTE MERIDIAN,
PIERCE COUNTY,WASHINGTON;
EXCEPTING THEREFROM: THE EAST 30.00 FEET THEREOF CONVEYED TO PIERCE COUNTY
WITHIN DEED RECORDED UNDER A.F.N. 2277811 AND ALSO EXCEPTING THREFR.OM ANY
PORTION CONVEYED TO EL PASO NATURAL GAS COMPANY BY DEED RECORDED UNDER
A.F.N.2410280.
BEING MORE PARTICULARLY DESCRIBED,AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID NORTH HALF OF THE SOUTHEAST
QUARTER OF THE NORTHEAST QUARTER; THENCE ALONG THE NORTH LINE OF SAID
SUBDIVISION SOUTH 89°40'15"WEST,30.06 FEET TO THE WEST LINE OF THE EAST 30.00 FEET
CONVEYED TO PIERCE COUNTY BY DEED FILED UNDER AUDITOR'S FILE NUMBER 2277811
AND 2410280 AND THE TRUE POINT OF BEGINNING; THENCE ALONG SAID LINE 03°13'05"
WEST, 626.08 FEET; THENCE NORTH 88°38'15" WEST, 26.64 FEET; THENCE NORTH 51°20'43"
Purchase and Sale Agreement—COA/VRFA Station 31 Page 2 of S
Exhibit B-5/Lease Amendment
King County Parcel#745992-0010
WEST, 35.93 FEET; THENCE NORTH 23°45'23"WEST, 102.13 FEET; THENCE NORTH 16°20'43"
WEST, 140.77 FEET; THENCE NORTH 65°33'31" WEST, 52.66 FEET; THENCE NORTH 89°25'58"
WEST, 55.50 FEET; THENCE SOUTH 01°53'10" WEST, 81.16 FEET; THENCE NORTH 89°40'07"
WEST, 193.75 FEET; THENCE NORTH 29°12'10" WEST, 8.48 FEET; THENCE NORTH 37°07'09"
WEST, 24.20 FEET; THENCE NORTH 74°41'22" WEST, 12.09 FEET; THENCE NORTH 25°55'52"
WEST,12.17 FEET;THENCE NORTH 23°17'44"EAST,25.20 FEET;THENCE NORTH 00°27'21"WEST,
20.92 FEET;THENCE NORTH 24°32'27"WEST,78.52 FEET;THENCE NORTH 08°21'07"EAST,25.04
FEET;THENCE NORTH 20°58'14"WEST,25.58 FEET;THENCE NORTH 45°48'25"WEST,17.39 FEET;
THENCE NORTH 14°27'49"WEST, 14.04 FEET;THENCE NORTH 00°19'45"WEST, 197.25 FEET TO
THE NORTH LINE OF SAID SUBDIVISION;THENCE ALONG SAID LINE NORTH 89°40'15"EAST,
551.63 FEET TO THE TRUE POINT OF BEGINNING.
SITUATE IN THE COUNTY OF PIERCE,STATE OF WASHINGTON
CONTAINING 231,682 SQUARE FEET OR 5.319 ACRES,MORE OR LESS
ALL OTHER TERMS AND CONDITIONS AGREED TO IN THE LEASE
AGREEMENT BETWEEN THE CITY AND VRFA DATED AUGUST 18,2008 SHALL
REMAIN THE SAME.
[Signatures on the following pages]
Purchase and Sale Agreement—COA/VRFA Station 31 Page 3 of 5
Exhibit B-5/Lease Amendment
King County Parcel#745992-0010
Dated and Signed this day of , 2021.
VALLEY REGIONAL FIRE AUTHORITY:
Brent Swearingen,Fire Chief
Approved as to form:
Attorney:Valley Regional Fire Authority
STATE OF WASHINGTON )
)ss.
County of )
The undersigned Notary Public hereby certifies: That on this day of
20 , personally appeared before me
(name), (title), to me known to be the individual(s)
described in and who executed the within instrument, and acknowledged that he/she/they
signed and sealed the same as his/her/their free and voluntary act and deed,for the purposes
and uses therein mentioned,and on oath stated that he/she/they was/were duly authorized to
execute said document on behalf of
In Witness Whereof I have hereunto set my hand and affixed my official seal the day
and year first above written.
....... .. .. .
Notary Public in and for the State of Washington,
Residing at .
My commission expires
Purchase and Sale Agreement—COA/VRFA Station 31 Page 4 of 5
Exhibit B-5/Lease Amendment
King County Parcel#745992-0010
Dated and Signed this day of , 2016.
CITY OF AUBURN:
•
AN B , US, yor
Approved as to Fo .
,
Kendra Comeau,City Attome
STATE OF WASHINGTON )
)ss.
County of _._ .. .._. )
The undersigned Notary Public hereby certifies: That on this day of ,
20 , personally appeared before me
(name), (title), to me kno to be the individual(s)
described in and who executed the within instrument, and acknowl- _ed that he/she/they
signed and sealed the same as his/her/their free and voluntary act and de;I, for the purposes
and uses therein mentioned,and on oath stated that he/she/they was/were . .ly authorized to
execute said document on behalf of
In Witness Whereof I have hereunto set my hand and affixed my official s-.1 the day
and year first above written.
Notary Public in and for the State of Washington,
Residing at
My commission expires
Purchase and Sale Agreement—COA/VRFA Station 31 Page 5 of 5
Exhibit B-5/Lease Amendment
King County Parcel#745992-0010
EXHIBIT C
Seller Disclosure Statement—Environmental
_ .. .
0,E,,'.NVIEt4:),111E-IVIWDISCLOSMIiii?:atk,`?..,k;: -. . X6- .;.,f,N611,-:171aii% N/A 'S
-.,-',.5:-V=, ';.';-,'''N'55T';':',',';',,,,bZ:!:.P'',r, ,-•:,-,',5,,i,a,i'71„2,,,-;,4• ''.'5,%::',---'''',:t".;q.?i,',. ..-iir,-,:,::Ln';:i'-',N•::':.':;"1,, 'tWr'.',':::ri Know k It:
. , A Have there been any flooding,standing water,or drainage : '. X
problems on the property that affect the property or access to . •i
the property?
E Does any part of the property contain fill dirt,waste,or other ,' . X
fill materials?
C - Is there any material damage to the property from fire,wind, ' ,.. X . .
floods,beach movements,earthquake,expansive soils,or
landslides? . .
, . .....,,
. .
D Are there any shorelines,wetlands,floodplains,or critical X
areas on the property?
E - Are there any substances,materials,or products in or on the ' X , • -
property that may be environmental concerns,such as
: asbestos,formaldehyde,radon gas,lead-based paint,fuel or
chemical storage tanks,or contaminated soil or water?
. ,
F . Has the property been used for commercial or industrial - X
?
purposes
G Is there any soil or groundwater contamination?- •. X f ' '•i
•.... fl ' Are there transmission poles or other electTiCal utility I X
equipment installed,maintained,or buried on the property
•
that do not provide utility service to the structures on the
property?
I .. Has the property been used as a legal or illegal dumping site? X
- . .
•
J Has the property been used as an illegal drug manufacturing X
site?
K Are there any radio towers in the area that cause interference X
with cellular telephone reception? .. i
Purchase and Sale Agreement—COA/VRFA Station 31 Page 1 of 2
Exhibit C/Seller Disclosure-Environmental
King County Parcel#745992-0010
If you answered yes to any of the following please give further details here.
F)Property is currently used and occupied by the Valley Regional Fire Authority.
Purchase and Sale Agreement—COA/VRFA Station 31 Page 2 of 2
Exhibit C/Seller Disclosure-Environmental
King County Parcel#745992-0010