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HomeMy WebLinkAbout4901 RESOLUTION NO 4 9 0 1 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF AUBURN AND RIVER MOBILE ESTATES FOR REAL PROPERTY WHEREAS, the City owns real property that it no longer needs for municipal purposes and which it has surplused under Resolution No 4900; and WHEREAS, HCA Management, dba The River, dba River Mobile Estates, a California General Partnership, desires to purchase said property; and WHEREAS, the City of Auburn and River Mobile Estates have negotiated an agreement that is beneficial to both parties at a cost that is acceptable to the City; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows: Section 1. The Mayor of the City of Auburn and the Auburn City Clerk are hereby authorized to execute a Purchase and Sale Agreement between the City of Auburn and River Mobile Estates for the purchase of real property which agreement shall be in substantial conformity with the Agreement a copy of which is attached hereto, marked as Exhibit "A" and incorporated herein by this reference. -------------------------------- Resolution No. 4901 January 10, 2013 Page 1 of 3 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 of 12013 O PETER B. LEWIS, MAYOR ATTEST Danielle E. Daskam, City Clerk APPROVED AS TO FORM: d4�uj Q Darnel B H W , City orney ----------------------------- - Resolution No. 4901 January 10, 2013 Page 2 of 3 Exhibit A - Purchase and Sale Agreement between the City of Auburn and River Mobile Estates for the purchase of real property ------------------------------ Resolution No. 4901 January 10, 2013 Page 3 of 3 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of the 31 S r day of U 2013, by and between the CITY OF AUBURN, a Washington municipal ction, as Seller (hereinafter the "City" or "SELLER"), and HCA Management dba THE RIVER, dba RIVER MOBILE ESTATES, a California General Partnership (hereinafter the "Buyer"). RECITALS A. The SELLER is the owner of certain real property and all improvements thereon located in the City of Auburn, County of King, Washington, at the common address of 3460 I St. NE (King County Tax Parcel No. 000400-0098) which is legally described as follows: Lot D of City of Auburn Short Plat No. 20-80, as recorded under Survey Number 8101079005 and corrected by affidavit under Recording Number 8104280802, being a portion of the Harvey H. Jones Donation Land Claim located in Section 6, Township 21 North, Range 5 East, W .M., in King County, Washington; TOGETHER WITH an easement for ingress and egress as provided in instrument recorded under Recording Number 8402020439 and clarified by instrument recorded under Recording Number 9007311728 B The Buyer desires to purchase from the City approximately 5.95 acres of the above described property which portion is more specifically described on the warranty deed (the "Acquired Property"), said deed being attached hereto as Exhibit "A" and incorporated herein by this reference (the "Deed"). C. City desires to sell the Acquired Property to Buyer, on the terms and conditions set forth herein. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, Buyer and City hereby agree as follows: 1 Certain Defined Terms. For purposes of this Agreement, the terms set forth below shall have the meaning assigned to them: 1 1 "Closing" or "Close of Escrow" means the recordation of the Deed in the Official Records and SELLER's receipt of the Purchase Price. City of Auburn/River Mobile Estates Agreement 1.29 13 Page I of 16 1.2 "Closing Date" means any mutually agreeable date on or before 2013. 1.3 "Escrow means the escrow opened with Escrow Agent for the consummation of the transaction described in this Agreement. 14 "Escrow Agent" means Stephani Owens of Stewart Title Company (Phone: (206) 770-8811). 1.5 "Official Records" means the official real property records of King County, Washington. 1.6 "Opening of Escrow" means the date a fully executed copy of this Agreement is deposited with Escrow Agent. 17 "Permitted Exceptions" has the meaning as set forth in Section 6.4 below 1.8 "Purchase Price" has the meaning as set forth in Section 3 1.9 "Title Company" means Stewart Title Company 1 10 "Title Policy" means an ALTA (1970 Form B) extended coverage owner s policy of title insurance issued by the Title Company to Buyer with coverage in the amount of purchase price, showing title to the Acquired Property vested in City subject only to the Permitted Exceptions. 2. Purchase and Sale. The City agrees to sell to Buyer, and Buyer agrees to purchase from City, the Acquired Property upon the terms and conditions set forth in this Agreement. 3. Purchase Price; Cash Payment. The total cash purchase price for the Acquired Property (the "Purchase Price") shall be One Hundred Thousand Dollars per acre, with a proportionate amount for any percentage of an acre. The Purchase Price shall be paid to City in cash at Closing. 4 Covenants, Conditions, Restrictions. This Agreement shall include Buyer's right to purchase a storm water drainage easement for a below grade storm water conveyance facility which shall be legally described and depicted in Exhibit "C" to this Agreement. The parties agree to work in good faith together, if necessary to prepare a temporary and permanent easement. The initial easement will be initially described as temporary and it will be based on the current 60% proposed conceptual site plan, River Mobile Estates, CHS Engineers, whereby the proposed storm system includes a detention pond with a storm water outlet pipe leading southeasterly to an outlet to an existing outfall to the Green River. This easement may be obstructed by the future Levee Project, with the outfall being relocated by the King County Flood Control District for the Reddington City of Auburn/River Mobile Estates Agreement 1.29 13 Page 2 of 16 9130 £ a3pd £I 6Z'I laaw33JOV saJplsg allgOW zanig/rungnd 3o,CIID TINS lu3w03z3V slgl uagl 'pouad aaua2giCl anQ aql 3o uollpzldxo oql azojoq zo uo za,Cng of oopou qons pazanllap anuq of Ilp; 11rgs za,Cng 1pgJ Juana agl uI -3ulsolD of paaaozd hugs za,Cng pup •(ulazaq papinozd oslmiaglo su Idaoxa) olgppun;azuou awooag hugs JlsodaQ aqi `panipm pup pal3sllus powaap oq Ilpgs Caua3ulluoi ww2illp anp s,za,Cng uodnazagm 'polzad aaua3lI.Cl zd lm waap pd l gans 3o XI!D ,C;Ilou ,Cpdwozd Ilpgs za,Cng uagl `,CUadozd pazlnbad ogl azlnbap of spualul JI Iugl uoponsip alos sll ul oulwzalap llpgs za,Cng 'uollaadsul pup uollpulwpxa `marnaz s,za,Cng uodn pospq `3I malnaz aaua8lllp anp sll $ullonpuoa za13u , Indozd gans 3o Ipnozddu sll uodn lua3upuo3 oq llugs Xindozd pazlnboy oql aspgaznd of uollp$llgo s,za,Cng •luowaaz3V sigl 3o suorlipuoa pup suuoi aql of laafgns ,CUadozd pazwboy all 3upoads3z uopmu0;ul olulzdwAu of ssaaap 314puosuaz apinozd 11pgs `,CIID 3o lozluoa zo uolssossod all ul sl uolluuuo;ul gans lualxo all of `puu ,CUadozd pazmboV oql of swoon alguuospaz gllm slupllnsuoa pup slut& s,za,Cng pup ia,Cng apinozd hulls dllD •asn popualul s za,Cng zo3 ,CJzadozd pazlnboV a p 3o �llilgpllns oql oulwzalap of oltydozddp swoop zaFng se s, owns pup •Slsal 'suolloodsul gans 3ulpnlaul `,Clzadozd pa.nnboy oql 3o uoplslnbm sll of 3ululplrad szallm 11p 3o uollaadsul pup uolluulwpxa `malnaz 33113311lP anp s,za,tng lonpuoo of („pouad aau33lllQ an(l„ oql) luowaaz3V slgl 3o alup oLp woz3 s,CLP (06) Xloulu 3o pouad u zo3 lg3u aql anug 11pgs za,fng •pouad ooua3lllQ anQ I'9 -aoua3lllQ anQ •9 'llsodaQ oql 3o lzpd p owooaq pup of pappu aq llugs uoazagl poumo Iswomi IIu Pup za,Cng pup XiiD,Cq panozddp lunoaou 3uppaq-Isazalul up ul 1lsodpa aql aapld Ilpgs lua3y mozasg ulazaq papinoid sp lua3y mozasg ,Cq ;o posodslp zo palldd3 pup mozasg ul ploq oq llpgs usodaQ agy •zapunazaq 1lsodap,Cauow lsaum) up sp lua3V mozosg ,Cq ploq oq llugs galgm („1lsodoQ„ aql) gsua ul (00'000`I$) siLIIoQ s.00i/oN pup szullo(l pupsnogy ouo Jua3y mozasg gllm lisodop 11pgs za,fng `luowaaz3d slgl 3o uollnoaxo uo -JlsodaQ CauoN lsauiug 9 XIllla133 aaup,ianuoa zalpm uuols oqJ omolaz of,ClunoD aql,Cq pled lou ,ilzadozd pannbad aql lgouoq of slsoa ,Cup zo3 alglsuodsaz sl za,Cng 1pgl `b'Z'0I pup £'Z'OI suollooS gllm lualslsuoo `lull aaz3u zaqun3 sopm j aqd, •;oazagl uoluod zo woL zad (00'000`OZ$) szulloCl pupsnoq,I, ,Cluomy;o mi p It Juawospa all 3o nit oql zo; ,CJID aq1 ,Cud IIpA za,Cng •pogsgqmsa sl luawaspa Juaupuuod p zo3 wounIflip 1pul3 aql aauo `lpgl aaz3p sallmd aql, 'luawaspa luoumuod p opm sl vom Iplllul a p ssolun pup plun lunowp asugaznd ,Cuu za,Cng lsoo lou lllm luawospa ,fzpzodwal aqy -moLuospa luaumuod aql zo3 pupl ag13o onlpn agl apnlaul lou soop gaud ospgaznd oLp lugl 00z3p salijud aq I, •adld lallno aalphl uuols slgl ql!m polmoossp Clzadozd ,i1la oq1 3ulssozo `aplm 1aa3 SI ClaluwTxozddL oq lllm luawaspa oq,I, •luauuuuad owoaag hugs galgm luawaspa puooas p dolanap of gllp3 poo3 ul z0gl0301 alzom llim saluud oql 'palorulsgo sl uolluaol IIu31no luplul agJ ;I 'luawaspa luaupuirad p sp luawaspa luplul slgl pzoow of 3az3p saved aqJ vofozd aana-I aql ,Cq panow lou sl JnawaSpa luplul aql 3I '(laafozd aanarl) laafozd uolsualxg pup ilauglaS automatically terminate, the Deposit shall be returned to Buyer, and Buyer's rights under this Agreement shall be of no further force or effect. 6.2 Reserved. 6.3 Title Commitment. Promptly after mutual execution of this Agreement, Seller shall obtain an extended preliminary title insurance commitment covering the Acquired Property from the Title Company (the "Commitment") as is consistent with Section 9 together with copies of all recorded documents listed as special exceptions therein. Approval by Buyer of the exceptions to title set forth in the Commitment (other than as hereinafter set forth) shall be a condition precedent to Buyer's obligation to purchase the Acquired Property Unless Buyer gives written notice that it disapproves the exceptions to title shown on the Commitment (other than the exceptions to title approved by Buyer and described in Section 6.4 below), stating the exceptions so disapproved, within sixty (60) days after the date of this Agreement, Buyer shall be deemed to have approved such exceptions. If Buyer disapproves any title exceptions, City shall 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 City will remove (or cause to be removed) from title; provided, however that City shall not be required to actually remove such exception(s) until Closing. If, for any reason, City'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 shall have the right to terminate this Agreement by written notice to City and Escrow Agent given within ten (10) days after the earlier of the expiration of such ten (10) day period or the date City informs Buyer that it does not intend to remove the disapproved items (the "Termination Notice"). Buyer's failure to deliver the Termination Notice within such ten (10) day period shall 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 City to sell, and Buyer to buy, the Acquired Property as herein provided shall terminate and the Deposit shall be returned to Buyer Buyer shall have the option to waive the condition precedent set forth in this Section 6.3 by written notice to Seller In the event of such waiver, such condition precedent shall be deemed satisfied. 6.4 Permitted Exceptions. In addition to such other exceptions to title as may be approved by Buyer pursuant to the provisions of Section 6.3 above, Buyer shall accept title to the Acquired Property subject to the following (collectively, the "Permitted Exceptions"): 6.4 1 The printed exceptions which appear in the ALTA (Form 1970B) form extended coverage owner's policy of title insurance issued by Title Company in the State of Washington; and items created by, or on behalf of, Buyer. 6.5 No New Leases or Contracts. Prior to Closing, City shall not enter into any new leases, contracts or agreements affecting the Acquired Property without the prior written consent of Buyer, except the City may enter into interim contracts or agreements in City of Auburn/River Mobile Estates Agreement 1.29 13 Page 4 of 16 connection with the management, maintenance, repair or preservation of the Acquired Property in the normal course of business if each such contract or agreement expires or is terminated at or prior to Closing. 7 Buyer's Right of Entry Buyer, and its agents and consultants, at Buyer's sole expense and risk, may enter the Acquired Property during the term of this Agreement at reasonable times scheduled in advance with City for the purpose of Buyer's due diligence study of the Acquired Property Buyer shall (a) exercise care at all times on or about the Acquired Property, and (b) take precautions for the prevention of injury to persons or damage to property on or about the Acquired Property Buyer shall keep the Acquired Property free from all mechanics', materialmen's and other liens, and all claims thereof, arising from any work or labor done, services performed, or materials and supplies furnished in with Buyer's actions in the exercise of its right of entry on the Acquired Property and Buyer shall indemnify and defend City against and hold City harmless from all such liens and claims. 8. Closing. 8.1 Time for Closing. This purchase and sale shall be closed in the office of Escrow Agent on the Closing Date. Buyer and City shall deposit in Escrow with Escrow Agent all instruments, documents and monies necessary to complete the sale in accordance with this Agreement. Funds held in reserve accounts pursuant to escrow instructions shall be deemed, for purposes of this definition, as available for disbursement to City 8.2 Closing Costs. 8.2.1 City Costs. City shall pay (a) the premiums for the standard coverage portion of the Title Policy including applicable sales tax, (b) one-half ('/2) of all escrow fees and costs and, (c) City's share of prorations, if any This sale is exempt from real estate excise taxes under Washington Administrative Code Section 458-61A-205 8.2.2 Buyer s Costs. Buyer shall pay (a) one-half(�/2) of all escrow fees and costs, (b) the recording fees for the Deed, (c) Buyer's share of prorations, if any, and (d) any additional premium charged for extended coverage for the Title Policy and any additional endorsements or coverage Buyer may require, including applicable sales tax. 8.2.3 Other Costs. Buyer and City shall each pay its own legal fees and fees of its own consultants. All other costs and expenses shall be allocated between Buyer and City in accordance with the customary practice of King County Washington. 8.3 Real Property Taxation. City shall be responsible for all real property taxes due and owing prior to the Closing. 8.4 Closing Documents. City of Aubum[River Mobile Estates Agreement 1.29 13 Page 5 of 16 8.4 1 City's Documents. At Closing, City shall deliver to Escrow Agent the following instruments and documents: 8.41 1 The executed and acknowledged Deed in the form attached hereto as Exhibit"A,"conveying the Acquired Property to Buyer; 8.4 1.2 The executed real estate excise tax affidavit to accompany the Deed; and 8.4 1.3 An executed nonforeign person affidavit in the form required under Section 1445 of the Internal Revenue Code. 8.4.2 Buyer's Documents. At Closing, Buyer shall deliver to Escrow Agent the following funds, instruments and documents: 8.4.2.1 The balance of the Purchase Price in accordance with Section 3, 8.4.2.2 The executed real estate excise tax affidavit referenced in Section 8.4 1.2 above. 8.5 Possession. Buyer shall be entitled to possession of the Acquired Property upon Closing. 9 Title Insurance. As soon as available after Closing, City shall provide to Buyer the Title Policy, dated as of the Closing Date, subject only to the Permitted Exceptions. 10. Conditions to Closing. 10.1 Buyer's Conditions to Closing. Notwithstanding anything to the contrary set forth herein. Buyer's obligation to close hereunder is expressly subject to satisfaction or waiver by Buyer in writing of each of the following conditions: 10.1 1 The City's approval of the subdivision or boundary line adjustment of the Parcel such that the Acquired Property can be recorded as a separate tax parcel or part of the Buyer's pre-existing parcel number 0621059002. As per 10.2.3 below Buyer shall be responsible for all costs in connection with the subdivision or boundary line adjustment. 10.1.2 The City's designation of the Acquired Property as "surplus" and its authorization to sell the Acquired Property 10.1.3 The City s approval of the redesignation of the Acquired Property from Public/Quasi-Public to Moderate Density Residential on the City's Comprehensive Plan Map. 10.14 The City's approval of a change in zoning of the Acquired Property From P1 Public Use District to RMHC, Residential Manufactured/Mobile Home Community City of Auburn/River Mobile Estates Agreement 1.29 13 Page 6 of 16 District. Includes obtaining the Mayor s signature on application, as property owner, if applicable. 10.1.5 The City's approval of the easement or easements for storm water conveyance as described in Section 4 10.2 City's Conditions to Closing. Notwithstanding anything to the contrary set forth herein, City s obligation to close hereunder is expressly subject to satisfaction or waiver by City in writing of each of the following conditions. 10.2.1 Buyer shall complete in accordance with all adopted City regulations and standards and at its own cost, the processing of the aforementioned Comprehensive Plan amendment request for the property 10.2.2 Buyer shall complete in accordance with all adopted City regulations and standards and its own cost, the process of a rezone application for the aforementioned change in zoning designation for the property 10.2.3 Buyer shall be responsible for all costs incurred in preparing, applying for and processing a boundary line adjustment application including any required field survey work, legal description documentation and recording of documents. 10.2.4 Buyer shall be responsible for all costs to benefit the Acquired Property not covered by King County Flood Control District in relocating, if necessary, the storm water outlet pipe described in Section 4 of this Agreement except for the land value of the easement, which value is to be determined by Section 4 11 Representations and Warranties. 11 1 City's Representations and Warranties. In addition to any other representations or warranties of City elsewhere in this Agreement, City represents and warrants to Buyer now and as of the Date of Closing, that: 11 1 1 Authority City and the person signing on behalf of City, has full power and authority to execute this Agreement and perform City's obligations hereunder, and all necessary action to authorize this transaction has been taken, except as specifically provided herein. 11 1.2 Hazardous Substances. City has not received notification of any kind from any governmental agency suggesting that the Acquired Property is or may be targeted for a Hazardous Substances cleanup; to the best of City's knowledge the Acquired Property has not been used (a) for the storage, disposal or discharge of oil, solvents, fuel, chemicals or any type of toxic, dangerous, hazardous or biological waste or substance (collectively "Hazardous Substances"), or (b) as a landfill or waste disposal site; to the best of City s knowledge the Acquired Property has not been contaminated with any City of Auburn/River Mobile Estates Agreement 1.29 13 Page 7 of 16 Hazardous Substances; and to the best of City's knowledge, there are no underground storage tanks on the Acquired Property 11 1.3 Other Rights. No person or entity has any right to lease or purchase any interest in the Acquired Property or any part thereof. 11.2 Buyer s Representations and Warranties. In addition to any other representations and warranties of Buyer elsewhere in this Agreement, Buyer represents and warrants to City 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. 11.3 "AS IS" CONDITION OF PROPERTY THE PURCHASE PRICE REFLECTS THAT THE ACQUIRED PROPERTY IS BEING PURCHASED BY BUYER ON AN "AS IS" "WHERE IS" AND "WITH ALL FAULTS" BASIS, EXCEPT TO THE EXTENT OF REPRESENTATIONS AND WARRANTIES SPECIFICALLY MADE BY SELLER HEREIN OR IN THE WARRANTY DEED OR OTHER DOCUMENTS TO BE DELIVERED BY CITY AT CLOSING. BUYER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF OR WITH RESPECT TO, ANY REPRESENTATIONS, WARRANTIES OR COVENANTS, WHETHER EXPRESS OR IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY BE DEEMED TO HAVE BEEN MADE OR GIVEN, BY CITY OR ITS REPRESENTATIVES, INCLUDING BUT NOT LIMITED TO ANY BROKER, EXCEPT FOR THOSE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE EXECUTED AND DELIVERED BY CITY AT CLOSING. EXCEPT TO THE EXTENT OF ANY REPRESENTATIONS OR WARRANTIES SET FORTH ELSEWHERE IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE EXECUTED AND DELIVERED BY CITY AT CLOSING, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, AND CITY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO, AND SHALL HAVE NO LIABILITY FOR. (I) THE CONDITION OF THE ACQUIRED PROPERTY OR ANY BUILDINGS, STRUCTURES OR IMPROVEMENTS LOCATED THEREON OR THE SUITABILITY THEREOF FOR HABITATION, OCCUPANCY OR FOR BUYER'S INTENDED USE OR FOR ANY USE WHATSOEVER, (II) ANY APPLICABLE BUILDING, ZONING OR FIRE LAWS OR REGULATIONS OR WITH RESPECT TO COMPLIANCE THEREWITH OR WITH RESPECT TO THE EXISTENCE OF OR COMPLIANCE WITH ANY REQUIRED PERMITS, IF ANY, OF ANY GOVERNMENTAL AGENCY, (III) THE AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER OR UTILITIES, ANY RIGHTS THERETO, OR ANY WATER, SEWER OR UTILITY DISTRICTS, (IV) ACCESS TO ANY PUBLIC OR PRIVATE SANITARY SEWER SYSTEM, (V) THE City of Aubum/River Mobile Estates Agreement 1.29 13 Page 8 of 16 FACT THAT ALL OR A PORTION OF THE ACQUIRED PROPERTY MAY BE LOCATED ON OR NEAR AN EARTHQUAKE FAULT LINE, OR (VI) EXCEPT AS SPECIFICALLY SET FORTH ABOVE, THE PRESENCE OF ANY HAZARDOUS SUBSTANCES IN ANY IMPROVEMENTS ON THE ACQUIRED PROPERTY INCLUDING WITHOUT LIMITATION ASBESTOS OR FORMALDEHYDE, OR THE PRESENCE OF ANY ENVIRONMENTALLY HAZARDOUS WASTES OR MATERIALS ON OR UNDER THE ACQUIRED PROPERTY WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT TO THE EXTENT OF ANY REPRESENTATIONS OR WARRANTIES SET FORTH ELSEWHERE IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE EXECUTED AND DELIVERED BY CITY AT CLOSING, CITY SHALL HAVE NO LIABILITY TO BUYER WITH RESPECT TO THE CONDITION OF THE ACQUIRED PROPERTY UNDER COMMON LAW OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, INCLUDING BUT NOT LIMITED TO THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980 AS AMENDED, 42 U.S.C.A. SECTIONS 9601 ET SEQ AND THE WASHINGTON MODEL TOXICS CONTROL ACT ("MTCA"), RCW 70.105D BUYER HEREBY RELEASES AND WAIVES ANY AND ALL CLAIMS WHICH THE BUYER HAS OR MAY HAVE AGAINST CITY UNDER ANY OF THE FOREGOING LAWS OR WITH RESPECT TO THE CONDITION OF THE ACQUIRED PROPERTY, EXCEPT TO THE EXTENT OF ANY CLAIMS BUYER MAY HAVE ARISING FROM ANY EXPRESS REPRESENTATIONS, WARRANTIES OR COVENANTS OF CITY UNDER THIS AGREEMENT OR ANY DOCUMENTS TO BE EXECUTED AND DELIVERED BY CITY AT CLOSING. BUYER ACKNOWLEDGES TO CITY THAT BUYER IS GIVEN THE OPPORTUNITY UNDER THIS AGREEMENT TO FULLY INSPECT THE ACQUIRED PROPERTY AND BUYER ASSUMES THE RESPONSIBILITY AND RISKS OF ALL DEFECTS AND CONDITIONS, INCLUDING SUCH DEFECTS AND CONDITIONS, IF ANY, THAT CANNOT BE OBSERVED BY CASUAL INSPECTION, SUBJECT TO THE EXCEPTION OF RIGHTS EXPRESSLY SET FORTH ABOVE. BUYE CITY IF A PHASE I ENVIRONM TAL SITE ASSESSMENT REPORT OR OTHER ENVIRONMENTAL STUDY R REPORT (COLLECTIVELY THE "PHASE I REPORT") HAS BEEN DELIVERED BY CITY TO BUYER, THEN, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BY CLOSING THE TRANSACTION AS CONTEMPLATED HEREIN, BUYER AGREES THAT, EXCEPT TO THE EXTENT EXPRESSLY CONTRARY TO ANY REPRESENTATIONS, WARRANTIES OR COVENANTS OF CITY SET FORTH IN THIS AGREEMENT (A) BUYER SHALL BE DEEMED TO HAVE ACCEPTED ALL RISK ASSOCIATED WITH ADVERSE PHYSICAL CHARACTERISTICS AND EXISTING ENVIRONMENTAL CONDITIONS THAT MAY OR MAY NOT HAVE BEEN REVEALED BY CITY'S INVESTIGATION OF THE PHASE I REPORT, AND (B) AS BETWEEN CITY AND BUYER, BUYER SHALL BE DEEMED TO HAVE City of Auburn/River Mobile Estates Agreement 1.2913 Page 9 of 16 ACCEPTED ALL COSTS AND LIABILITIES ASSOCIATED IN ANY WAY WITH THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE ACQUIRED PROPERTY BUYER ACKNOWLEDGES AND AGREES THAT CITY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE TRUTH, ACCURACY OR THOROUGHNESS OF THE INVESTIGATION, PREPARATION OR CONTENT OF THE PHASE I REPORT, OR THE COMPETENCE OR ABILITY OF THE PERSONS OR COMPANIES PREPARING SUCH REPORT BUYER AGREES THAT, BY CLOSING THE TRANSACTION CONTEMPLATED HEREIN, BUYER WILL HAVE HAD AN OPPORTUNITY TO REVIEW THE ABOVE REPORT PRIOR TO THE CLOSING DATE IN ORDER TO MAKE AN INDEPENDENT VERIFICATION OF THE INFORMATION CONTAINED THEREIN, AND THAT BUYER AND ITS ENVIRONMENTAL CONSULTANTS WILL HAVE HAD AN OPPORTUNITY TO CONDUCT TESTS ON THE ACQUIRED PROPERTY 12. Maintenance of Property; Risk of Loss, Condemnation. 12.1 Maintenance of Property From the date of this Agreement until the Closing Date (or any earlier termination of this Agreement), City agrees to maintain the Acquired Property in substantially the same condition existing as of the date hereof, ordinary wear and tear, damage by casualty excepted. 12.2 Risk of Loss: Condemnation. Risk of loss of or damage to the improvements on the Acquired Property shall be borne by Seller at all times and no event of casualty or damage shall affect the parties obligations hereunder or the Purchase Price, however, Buyer shall have the right to receive any insurance proceeds due City in connection with any casualty or damage and City hereby covenants to maintain commercially reasonable casualty insurance in place with respect to the Acquired Property at all times prior to Closing. City shall promptly notify Buyer of any condemnation or eminent domain proceeding which affects the Acquired Property and City covenants and agrees not to commence or pursue any such action. In the event of any condemnation or eminent domain proceeding by any entity other than City, or a deed in lieu or under threat thereof, which affects a material portion of the Acquired Property, Buyer may elect either to terminate this Agreement, or to purchase the Acquired Property in the condition existing on the Closing Date without adjustment of the Purchase Price. If Buyer elects to terminate this Agreement, the Deposit shall be returned to Buyer If Buyer elects to purchase the Acquired Property, City shall not be liable to restore same, and Buyer shall be entitled to any condemnation award or payment in lieu thereof payable to City in its capacity as the owner thereof 13 Default. 13.1 Time of Essence. Time is of the essence of this Agreement. 13.2 City's Remedies for Buyer's Default and Failure to Close. If Buyer fails, without legal excuse, to complete the purchase of the Acquired Property in accordance with this City of Auburn/River Mobile Estates Agreement 1.29 13 Page 10 of 16 Agreement, City's sole and exclusive remedy shall be to retain the Deposit as liquidated damages. Buyer expressly agrees that the retention of the Deposit by City represents a reasonable estimation of the damages in the event of Buyer's default and failure to close hereunder, that actual damages may be difficult to ascertain and that this provision does not constitute a penalty In this respect, Buyer and City acknowledge that these damages have been specifically negotiated between Buyer and City and are, inter alia, to compensate City for delaying the eventual sale of the Acquired Property and to compensate City or its costs and expenses associated with this Agreement. Buyer hereby waives the rights and benefits of any law, rule, regulation or order now or hereafter existing that would allow Buyer to claim a refund of the Deposit as unearned earnest money a penalty or for any other reason except default by City 13.3 Buyer's Remedies for City's Default. If City fails to complete the sale of the Acquired Property in accordance with this Agreement, Buyer shall have and may enforce the following exclusive remedies: (a) seek specific performance; (b) terminate this Agreement, receive a refund of the Deposit and recover from City all of Buyer's actual third-party costs and expenses incurred by it in connection with the transaction and the Project; or(c) seek rescission of this Agreement and receive a refund of the Deposit. 14 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, retum-receipt requested. Notice shall be deemed to have been given if personally delivered, upon receipt, and if sent by mail, two (2) days after duly deposited in the U.S. Mail. The parties' respective addresses for notices are as follows: If to City- City of Auburn Planning and Development Department 25 West Main Street Auburn, WA 98001-4998 Attn: Planning Director With copies to: City Attorney's Office City of Auburn 25 West Main Street Auburn, WA 98001-4998 Attn: City Attorney If to Buyer- Dean J Moser, Managing Director River Mobile Estates P O Box 7, Novato, CA 94948 7250 Redwood Blvd. #350, Novato, CA 94945 deanm @hcam,-mt.com City of Auburn/River Mobile Estates Agreement 1.29 13 Page 11 of 16 With copies to: Dan DeLue Ferring and DeLue 600 Stewart Street Suite 1115 Seattle, WA 98101 Daniel DeLue [dan @ferringdelue.com] Notice of change of address shall be given by written notice in the manner detailed in this Section 14 15. General. 15 1 Entire Agreement This is the entire agreement of Buyer and City with respect to the matters covered hereby and supersedes all prior agreements between them, written or oral. This Agreement may be modified only in writing, signed by Buyer and City Any waivers hereunder must be in writing. No waiver of any right or remedy in the event of default hereunder shall constitute a waiver of such right or remedy in the event of any subsequent default. This Agreement shall be governed by the laws of the State of Washington. Venue for disputes under this agreement shall lie with the Superior Court of King County, Washington. 15.2 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. 15.3 Post-closure responsibilities. The requirements of this Section 15.3 shall survive closing. Additionally, all remedies available under this Agreement shall remain available until the conditions of this Section 15.3 are completed. 15.3 1 Buyer shall, within 30 of closing, prepare and submit applications for construction approvals for physically relocating existing stormwater facilities and water lines that may exist within the area of the purchase and to extinguish any associated easements. 15.3.2 Buyer shall, within 120 days of closing, so long as the construction application is approved, accomplish any relocating existing stormwater facilities and water lines that may exist within the area of the purchase and to extinguish any associated easements. 15.3.3 The City shall give Buyer credit for existing utility connections when calculating fees to the new homes being constructed as follows: Buyer shall be entitled to a one-for- one credit for equivalent replacement water& sanitary sewer connections. If the capacity City of Auburn/River Mobile Estates Agreement 1.29 13 Page 12 of 16 or the number of new connections is greater than that of the connections being replaced, Buyer shall be responsible for the extra capacity or the extra number of connections. Buyer shall also be responsible for the City's permit fees for all of the additional connections related to improvements on the project. For Storm, the city will credit SDC's for existing impervious surface. The mobile park will only be charged SDC's for those impervious surfaces greater than existing conditions at the time of storm permit application. 16. Commissions. City represents to Buyer that City has engaged no broker, agent or finder in connection with the negotiations leading to this Agreement. Buyer represents to City that Buyer has not engaged or in any way dealt with any broker, agent or finder in connection with the negotiations leading to this Agreement. Each party hereby agrees to indemnify, defend and hold the other party harmless from and against any claims for broker's, agent's, or finder's fees or commissions arising from or through the actions of the indemnifying party 17 Attorneys' Fees. In the event suit or action is instituted to interpret or enforce the terms of this Agreement, the prevailing party therein shall be 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 18. Exclusivity During the term of this Agreement City shall not market nor list the Acquired Property for sale, nor accept any offers from third parties with respect to sale of the Acquired Property 19 Reservation of Police Power Notwithstanding anything to the contrary set forth herein, 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. 20. City Council Approval. The Buyer acknowledges that this Agreement does not bind the City of Auburn until the City Council approves of the purchase Agreement and the Mayor executes the Agreement. 21 Exhibits. Exhibits °A" and "B", attached hereto are incorporated herein as if fully set forth. City of Auburn/River Mobile Estates Agreement 1.29 13 Page 13 of 16 SIGNED in duplicate original as of the date first above written. CITY OF AUBURN THE RIVER, A CALIFORNIA GENERAL PARTNERSHIP d/b/a RIVER MOBILE ESTATES ---� By Peter B. Lewis, Mayor Na e 6)F-,I� S- bs'c�L Attest: Title 0 A I N'L- Dt I-ac mez— ',N��anielle Daskam, City Clerk Approve as to form: Daniel B. Heid, Auburn NY Atto ey EXHIBITS Exhibit A, Warranty Deed Exhibit B, Easements Exhibit C, Storm water drainage easement for a below grade storm water outlet pipe across City Storm Utility Owned Property City of Auburn/River Mobile Estates Agreement 1.29 13 Page 14 of 16 Return Address: City of Auburn City Clerk 25 West Main Auburn,WA 98001 Above this line reserved for recording information. WARRANTY DEED Reference#(if applicable): N/A Grantor/Borrower: City of Auburn Grantee/Assignee/Beneficiary The River, a California General Partnership,d/b/a The River Mobile Estates Legal Description/STR. Assessor s Tax Parcel 1D#, For and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, receipt of which is hereby acknowledged, Grantor, the CITY OF AUBURN, a municipal corporation of the State of Washington, hereby conveys and warrants to THE RIVER, a California General Partnership d/b/a RIVER MOBILE ESTATES, Grantee herein, its successors and assigns, the property legally described and depicted in Exhibit "A," attached hereto and incorporated herein by this reference (the "Acquired Property"). For and in consideration hereof, THE PARTIES HERETO FURTHER AGREE as follows: IN WITNESS WHEREOF the.parties have caused this instrument to be executed by its proper officer(s) this s— day of�N/'•t. jW—�, 2013. Grantee: Grantor- The River, d/b/a River Mobile The Cit urn Estates. s By _ ts: anaging Dire for Its: Mayor to Signed: 3 Date Signed: 2 �\ City of Auburn/River Mobile Estates Agreement 1.29 13 Page 15 of 16 STATE OF ) )ss. County of ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument,on oath stated that he/she was authorized to execute the instrument and acknowledged it as the of The River, a California General Partnership, d/b/a River Mobile Estates, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. Dated Notary Public in and for the State of STATE OF WASHINGTON ) residing at )ss. My appointment expires County of King ) I certify that I know or have satisfactory evidence that-e- fit, is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the of the City of Auburn, a Washington municipal corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. Dated a/ \G 1.c Cc v Q b c \ GPMp$Ft 1111, lNotaryresiding Public ins and for the Stateof l X'%l;h` My appointment expires `\/ O 0i I a c l o `gam s� : Ns� • :0 : oF City of Auburn/River Mobile Estates Agreement 1.29.13 Page 16 of 16 ADDENDUM TO PURCHASE AND SALE AGREEMENT 'This ADDENDUM TO PURCHASE AND SALE AGREEMENT is entered into as of the `S'‘‘'1 day of April. 2013 by and between the CITY OF AUBURN as Seller (hereinafter the "City" or "SELLER'), and HCA Management dba THE RIVER, dba RIVER MOBILE ESTATES.a California General Partnership(hereinafter the"Buyer"). NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein,the parties hereby agree as follows: Buyer did not receive a copy of the mutually executed Purchase and Sale Agreement until March 25,2013. Section 6.3 of the Purchase and Sale Agreement states that Buyer has sixty (60) days after the date of this Agreement to provide written notice of any and all exceptions on the title of which it disapproves. The sixty(60)day time period shall run from March 25,2013 and shall expire on May 24,2013 SIGNED in duplicate original as of the date first above written. CITY OF AUBURN 1 ifir Steven L.Gros t► Dawe DeLue Auburn Assistant City Attorney Attorney for Buyer City of Auburn/River Mobile Estates Addendum to Agreement 4.18.2013 Page 1 of 1 THIRD ADDENDUM TO PURCHASE AND SALE AGREEMENT This THIRD ADDENDUM TO PURCHASE AND SALE AGREEMENT is entered into as of the ` r 'y .�'Q-_� day of December, 2013 by and between the CI!'Y UF AUBURN as Seller (hereinafter the "City" or "SELLER"). and FICA Management dba THE RIVER. dba RIVER MOBILE ESTATES. a California General Partnership (hereinafter the"Buyer"). NOW, THEREFORE. in consideration of the mutual covenants and conditions contained herein,the parties hereby agree as follows: The"Closing Date"shall mean any mutually agreeable date on or before February 28, 2014. All contingencies shall be moved back to 30 days prior to closing or by February 28, 2014. SIGNED in duplicate original as of the date first above written. CITY OF AUBURN 19# Steven L.Gross Auburn Assistant City Attorney Attorney for Buyer • City of Auburn/River Mobile Estates Third Addendum to Agreement 12.2.201 3 Page 1 of I CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 State of California County of /hOl l On 31"13 before me, GgYr/t°' L C 1°— 5eh1n1M:!i ��Q✓G� �� ` Date Here Insert Nome end Title of the OfhOer personally appeared De�-Iv Mo.5cr Name(s)of Signegs) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the L� CARRIE LEE-SCHMICHER person(s) acted, executed the instrument. 7 COMM. #1874868 t7 NOTARY PUBLIC-CALIFORNIA soNOMA COUNTY I certify under PENALTY OF PERJURY under the M Commleson 1e� laws of the State of California that the foregoing i paragraph is true and correct. I WITNESS my hand and official seal. fiI /� n t Signature:C� v I'C�-�.�,r -4,� Ili Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. l Description of Attached Document Title or Type of Document: Document Date: Number of Pages: I t Signers) Other Than Named Above: Capacity(ies) Claimed by Signer(s) fi Signer's Name: Signer's Name: iy • Corporate Officer — Title(s): ❑Corporate Officer — Title(s): f. • Individual - ❑ Individual ❑ Partner — ❑Limited ❑General Top of thumb here ❑ Partner — ❑ Limited ❑General Top of thumb here ❑ Attorney in Fact El Attorney in Fact I fi ❑ Trustee ❑Trustee r ❑ Guardian or Conservator ❑Guardian or Conservator ❑ Other ❑Other I Signer Is Representing: Signer Is Representing: I 2010 National Notary Association Nabono Notary org 1-800 US NOTARY(1-800-8766827) Item#5907 STATE OF ) )ss. County of ) 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/she was authorized to execute the instrument and acknowledged it as the of The River, a California General Partnership, d/b/a River Mobile Estates, 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 STATE OF WASHINGTON ) residing at )ss. My appointment expires County of King ) I certify that I know or have satisfactory evidence that-etc' t-Q j is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the \1\Q���, 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 az \G /aof 2' pit Notary Public in and for the State of l�a _ `GPM�PgF� tf4�i� residing at EXPj�"yt�� My appointment expires `\/ O Q o 1 l e , 't gttis'Tq t,EiOF ittttNNN��xx�"`a City of Auburn/River Mobile Estates Agreement 1.29 13 Page 16 of 16