HomeMy WebLinkAbout3863 (2) RESOLUTION NO. 3 8 6 3
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AUBURN, WASHINGTON, AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE A
CONTRACT WITH KENNETH G. HARPER FOR
REMAINDER OF LEASE FOR RAIL TAVERN AND
SETTLEMENT OF PENDING LEGAL ACTION
WHEREAS, the City of Auburn owns the premises upon which.The Rail
Tavern business is located, and for which Kenneth G. Harper has a leasehold
interest; and
WHEREAS, the City is interested in acquiring in the remaining leasehold
interest and settling a pending lawsuit between the City and The Rail Tavern, and
Kenneth G. Harper is likewise interested in selling to the City his remaining
interest in the lease and settling the pending lawsuit as well; and
WHEREAS, in order to provide for such a sale and settlement, the City
and Kenneth G. Harper have negotiated the terms of such which are acceptable
to both parties.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. That the Mayor and the City Clerk are authorized to execute
an agreement in substantial conformity with the Agreement attached hereto,
marked as Attachment"A" and incorporated herein by this reference.
Section 2. That the Mayor is authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
Resolution 3863
June 6, 2005
Page 1
,-
Section 3. That this Resolution shall take effect and be in full force
upon passage and signatures hereon.
Dated and Signed this /day of v�� , 2005.
CITY OF AUBURN
PETER B. LEWIS
MAYOR
ATTEST: ,
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Danielle E. Daskam,
City Clerk
APP- *VED A S TO FORM:
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air hi t
. Aii&. '`'n. -
Daniel B. Hei.,
City Attorney
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Resolution 3863
June 6, 2005
Page 2
4/10/23,12:56 PM Landmark Web Official Records Search
•
20050617000103
PACIFIC NU TIT AG 32.00
PAGE001 OF 024
Return Address: • 06/17/2005 09:26
• Auburn City Clerk KING COUNTY, WA
City of Auburn
25 West Main St.
Auburn, WA 98001
RECORDER'S COVER SHEET
•
Document Title(s) (or transac,ivfis contained therein):
Agreement for Purchase and Salt;_of Business Lease
Reference Number(s) of Documen ss signed or released:
['Additional reference#'s on page of docuitfernt3 1`1.)t t-. v4I(a(d2.,at
• Grantor(s)/Borrower(s) (Last name*sill')first name and initials)
Harper, Kenneth G.
Grantee/Assignee/Beneficiary: (Last name firsta,
1. Auburn, City of 47)
Legal Description (abbreviated: i.e. lot, block, plat or section, township, range)
19 East Main Street,Auburn,WA
O Additional legal is on page of document.
Assessor's Property Tax Parcel/Account Number
781620-0020-01
❑Assessor Tax#not yet assigned
Said document(s)were filed kr
record by Pacific Northwest Title as
• accommodation only.It has not been
examined as to proper execution or
•
as to its affect upon title.
•
https://recordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue§ion=searchCriteriaParcelld&quickSearchSelection=# 1/14
ATTACHMENT "A"
AFTER RECORDING RETURN TO:
CITY OF AUBURN
25 WEST MAIN ST.
AUBURN,WA 98001
CITY OF AUBURN AGREEMENT FOR PURCHASE
AND SALE OF "RAIL TAVERN" BUSINESS LEASE
THIS AGREEMENT is made and entered into by and between the CITY OF
AUBURN, (the "City") and KENNETH G. HARPER (the "Seller").
WITNESSETH:
WHEREAS, the City and the Seller are desirous of entering into an agreement
whereby the City will buy out the remaining term of the lease for the Rail Tavern, a
business located on property owned by the City, the lease of which in held by the Seller,
and whereby the City will purchase all rights of the Seller to the name "the Rail"; and,
WHEREAS, the City and the Seller are also desirous of entering into an
agreement whereby the lawsuit presently pending by the Seller against the city is
dismissed.
NOW, THEREFORE, in consideration of the following terms, -conditions and
covenants and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, IT IS AGREED by the parties as follows:
1. BUY-OUT OF LEASE TERM. The Seller hereby relinquishes and
transfers to the City, any and all interest, presently held or future rights it may have to
the lease for the business known as "The Rail Tavern" located at 19 East Main Street,
Auburn, Washington, 98001, and as reflected in the commercial lease executed in
September, 1996, a copy of which is attached hereto, marked as Exhibit "A" and
incorporated herein by this reference. The rights relinquished and transferred included
any lease extension or options, in addition to the current term of the lease.
2. INTERESTS IN NAME "THE RAIL." The Seller hereby sells and
conveys to the City any and all interests or rights it may have to the name "The Rail,"
and any rights to use said name hereafter.
3. SETTLEMENT OF LAWSUIT. The Seller hereby consents to entry of
an order dismissing his lawsuit against the City of Auburn in the action entitled Kenneth
G. Harper, Plaintiff, versus City of Auburn, Defendant, King County Superior Court
Cause Number 04-2-36077-3KNT. The Seller, further, agrees to cooperate with the
City in execution of any documents necessary to effect the dismissal of said action. As
a part of the settlement of the lawsuit, the parties agree that the dispute about the
amount of leasehold excise taxes is resolved, that as of the closing date hereof, no
leasehold excise taxes are due, and that that the City will not attempt to collect any
additional leasehold excise taxes for the leased premised for the business "The Rail,"
and that any claims the City may have made for leasehold excise taxes are forever and
permanently waived.
4. COMPENSATION. The compensation and consideration to be paid to the
Seller by the City in connection herewith shall be the amount of $100,000.00, which
shall be paid on the date of closing.
5. REPRESENTATIONS OF SELLER. The Seller hereby represents to the
City the following:
(A) To the best of the Seller's knowledge there are no pending special
assessments or condemnation actions with respect to the business "The Rail," its lease
or business name, collectively referred to as the "Property" or any part thereof, and the
Seller has no knowledge of any special assessment or condemnation actions being
contemplated, and;
(B) There is no pending litigation or suit threatened or asserted which could result
in a lis pendens being lawfully filed against the Property, and;
(C) The Seller has good and marketable title and interest to the Property, which
is not subject to any liens, encumbrances, restrictions, or easements of any kind.
(D) Releases assessment from agent or affiliates.
6. CLOSING. The closing date shall be June 21, 2005, unless the Parties
agree to another time. The place of closing shall be at 25 W Main Street Auburn, WA
98001. The Seller shall be responsible and entitled to have all closing documents
reviewed by its own counsel or agent prior to closing. The risk of loss to the
improvements, if any, on the Property prior to closing shall be Seller's and in the event
of damage or destruction, the City shall be entitled to terminate this agreement. The
City may postpone closing or terminate this agreement if it reasonably appears to the
City that the Seller has misrepresented the condition of title, marketability of the
Property or any other matter contained in Paragraph 4, above.
7. POSSESSION. The Seller shall deliver possession of the Property to the
City within 45 days on the date of closing.
8. TIME. Time is of the essence of this Agreement.
9. NOTICES. Any notices required or permitted to be given shall be in writing
and delivered either in person or by certified mail, return receipt requested, postage pre-
paid, addressed as follows or such other address as may be designated by either party:
AGREEMENT FOR PURCHASE AND SALE
OF "RAIL TAVERN" BUSINESS LEASE
Page 2
City: Seller:
City of Auburn Finance Department Ken Harper
25 W. Main St. 4109 Lakeridge Drive
Auburn WA 98001 Sumner, WA 98390
Copy to: Office of the City Clerk
25 W. Main St. Auburn WA 98001
Any notice given pursuant to this Agreement shall be deemed effective the day it
is personally delivered or three (3) business days after the date it is deposited in the
United States mails.
10. ENTIRE AGREEMENT/MODIFICATION. This written Agreement
constitutes the entire and complete Agreement between the Parties hereto and
supersedes any prior oral or written agreements between the Parties with respect to the
Property. It is expressly agreed that there are no verbal understandings or agreements,
which in any way change the terms, covenants, and conditions herein set forth. No
modifications of this Agreement and waiver of any of its terms and conditions shall be
effective unless in writing and duly executed by the Parties hereto.
11. BINDING EFFECT. All covenants, agreements, warranties and provisions
of this Agreement shall be binding upon and inure to the benefit of the Parties hereto
and their respective heirs, executors, administrators, personal representatives,
successors and assigns.
12. CITY COUNCIL APPROVAL. The Seller acknowledges that this
Agreement does not bind the City of Auburn until the City Council approves the
Agreement and the Mayor executes the Agreement.
13. DEFAULT. In the event that either party fails, without legal excuse, to
perform any obligation under this Agreement, then the other party may, at its option,
bring suit against the party failing to perform for the other party's actual damages, or
pursue any other rights or remedies available at law or in equity.
14. ATTORNEY'S FEES. If either party institutes suit concerning this
Agreement, the prevailing party is entitled to its court costs and reasonable attorney's
fees. In the event of trial, the court shall fix the amount of the attorney's fees. Venue of
any suit shall be in the county in which the property is located, and this Agreement is to
be governed by the laws of the state where the property is located.
IN WITNESS WHERgOOthe p. ies signed and executed the above and
foregoing agreement on this day of 111, , _ , 2005.
CI' OF AUBURN
•
AGREEMENT FOR PURCHASE AND SALE
OF "RAIL TAVERN" BUSINESS LEASE
Page3
ATTEST: PETE B. LEWIS, Mayor
4D 'elle Daskam, City Clerk
APP- *V- � STOFO' ip
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Zniel eid, ' Va orney
STATE OF WASHINGTON )
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COUNTY OF KING )
On thi's �- day of , 200 3--, before me, he undersigned, a Notary
ublic in ld for ae State of shington, personally appeared i.� g ,5 and
ya i e- e- S/Cem*, to me known to be the individual described in and who executed the within
instrument and acknowledged that he signed the same as his free and voluntary act and deed for the
uses and purposes therein mentioned, and on oath stated that they were authorized to execute the same
on behalf of the entity on whose behalf they executed the same.
GIVEN UNDER my hand and official seal the date herein above set forth.
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y° (4i S 'c' n. NOTARY PUBLIC in and for the State of
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, cpm..• UBL\ 'o residing at 1-
II••1 .3.2g.p1... 0 . MY COMMISSION expires 03'2-`t • d--
IIIII OF WASA,-
`‘‘.a......• SELLER -
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K- 1 E G. HARPER r
APPROVED AS TO FORM:
Adam Birnbaum, Attorney for Seller
AGREEMENT FOR PURCHASE AND SALE
OF "RAIL TAVERN" BUSINESS LEASE
Page 4
STATE OF WASHINGTON )
ss
COUNTY OF KING6 ell
On this day of ��� , 200 , before me, the undersig-qed, a Notary
Public in and for the State of ashington, personally appeared leRone i -r `pef met
, to me known to be the individual described in and who executed the within
instrument and acknowledged that he signed the same as his free and voluntary act and deed for the
uses and purposes therein mentioned, and on oath stated that they were authorized to execute the same
on behalf of the entity on whose behalf they executed the same.
GIVEN UNDER my hand and official seal the date herein above set forth.
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$•• •••i ;• r residing at �?'►�tivte/dtc,
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0-69 NGIrock MY COMMISSION expires /d-// .97
AGREEMENT FOR PURCHASE AND SALE
OF "RAIL TAVERN" BUSINESS LEASE
Page 5