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CC AGR 04-047 CONT , AGREEMENT AND ROUTING FORM To Be Completed By Department of Origin and Routed for Signatures with Contracts, Agreements and Items to be Recorded for Final Signatures. Council Approval ReQuired* when Contract / Aareement is over $25.000 OR when Contract is for Professional Architectural or Enaineerina Services Citv ManaQer Author/tv Sanctioned for under $25.000 *ENTER DA TE Scheduled for Council Consideration: Approved: 09/13/04 DEPARTMENT OF ORIGlN: PW STAFF CONTACT: Clark Meek Contract with: Purchase and Sale Agreement Contract Amount: $_ Budgeted Amount: $375.000 BARS Coding: 001.45.594.19.6100.000 Duration of Work: N/A From:_ To:_ ReasonlNeed:_ Certificate of Insurance Required: DYes If Yes, Amount/Type of Insurance_ [8J No If Insurance Waived, Reason:_ \\""~~- ~<&,"~~ -\0 ~~ CCJ;::,~~",-"" \,; <:::...\ <>. . "\. "'L"L. <;::$ ~, .",,~"j. Originator: Please obtain the following approvals through Finance Department line. Then forward to Clerk Division to obtain remaining approvals/signatures. Notary Req'd Obtained o Contract Approved/Signed by Contractor/Consultant On:_ 0 0 . ~~ -\0. c:....~ ~~ '\-\'\-()'-\ Zco act Reviewed/Signed by City Attorney On~ cYi 0 0 ~ch \<:, \=-,,'" "\ \ \\ Contract Reviewe~ nirectQr by Signature this p ~ \ \ Clerk Division Use Only ~"""<>. ~ ~.\\. "'\-= Approved/Signed by: 0 City Manager On: "\C"- [2J City Council On:~-D'-\ o o o o ENTER STATUS: 0 Approved as submitted / 0 Approved as revised 1 0 Denied Signed by: o City Clerk On: ~\\\ o o IF RECORDING IS REQUIRED, COMPLETE PAGE TWO OF THIS FORM Department of Origin: PW Project Name/#: 801001.4045 Contact Person: Clark Meek SPECIAL REQUIREMENTS: If recording is required, entire document must have I" clear margins - NO EXCEPTIONS Recording Required: DYes DNo Tvne of Document to Be Recorded: Assessor's Pronertv Tax Parcel/Account Number o Agreement o Easement Deed o Gift Deed o Grant Deed o Quit Claim Deed o Statutory Warranty Deed o Other:_ Real Estate Excise Tax Affidavit Reauired: For deed transfers [conveyance of property] and tax exempt transactions, WAC 458.61 DYes DNo If yes, attach Excise Tax Affidavitto document (complete items 1-7, and include grantor and/or grantee signatures) Sunnlemental Excise Tax Affidavit Reauired: For gift deeds, WAC 458-61 DYes DNo If yes, attach Excise Tax Affidavit (as per above) AND Suoolemental Excise Tax Affidavit CommentslDistribution Request(s):_ FOR CLERK DIVISION USE ONLY Date MailedlDelivered to Countv: Date RecordedlNumber: King County Snohomish County Other Recorded Document Distributed To: DISTRIBUTED BY: Deoartment: Clerk Division Department of Origin D D ~: Original Copy DATE:_ File Label Format: Recording Nwnber Grantor (last name only) Type Parcel Number Quarter Section Street I (nearest street) Street 2 (nearest cross street) Comments AFFIDAVIT AND CONTRACT ROUTING FORMS AVAILABLE FROM THE CITY CLERK DIVISION outmg orm age 0 . . City of Bothell e m'&!:1iM%%B;m~w:ilmW'lli<;;'~~'lli8;""~4$,t;;"k'70'.*?~.1.;m~::.;:j\W~z~~0'<~^"-,,,,,'?*:',~'WJ;:fi;<'iSX'~;;'!W"''::''-41..:t<.-t{,Vi'';)1&":~",i'f'iD''!e~",%>,,,g)~2.~!.'1:-:i!<::~,'1;"','\m>;i:(,,,,:;,}:.!K':;":1;N:~:');;;~f,,-'C';;::)'Yi;'l)1,y;~(,ml'~~:C:,,'ijJ:,,);r't2i_'i\::~,>:,%':';;;3:,'(:h<<%X,,~XA,j~8$:W}j~ll, September 22, 2004 Pacific Northwest Title ATTN: Morgan Linnell 12131113th Avenue NE, Suite 201 Kirkland, W A 98034 Dear Morgan: Please find enclosed 3 original sets of the signed agreement for the purchase of the Kaysner property for further routing. Please remit 1 fully executed original to the representative of the Estate of Gladys M. Kaysner. Please also remit 2 fully executed originals to my attention at the address below in the self-addressed envelope provided. I will ensure that Clark Meek in our Public Works Department receives an original for their project file. . Please send to: Joo m"":p J., c_1vc' S dra Lewis Senior Office Specialist City Clerk Division City ofBotheIl Enclosures cc: Clark Meek, Public Works Julie Rllubottom, Legal Professionalism. Respect. Innovation. Dependability. Employee Accountability City Administration 18305 101" Avenue NE Bothell, WA 98011 (425) 486-3256 Fax: 486-2434 www.ci.bothell.wa.us Community Dev. &: Public Works 9654 NE 1820' Street Bothell, WA 98011 (425) 486-8152 Fax: 486-2489 Fire and E.M.S. 10726 Beardslee 80ulevard Bothell, WA 98011 (425)486-1678 Fax: 486-4556 Police 18410 101"Avenue NE Bothell, WA 98011 (425) 486-1254 Fax: 487-0650 Municipal Court 10116 NE 183" Street Bothell, WA 98011 (425) 487-S587 Fax: 488-3052 e City Clerk Division Original PURCHASE AND SALE AGREEMENT KAYSNER PROPERTY September fi, 2004. The Purchaser, City of Bothell, agrees to buy and Sellers, Estate of Gladys M. Kaysner, agree to sell, on the following terms, the property known as the Kaysner Property of Bothell, King County, Washington, legally described as shown on the attached Exhibit "A". 1. PURCHASE PRICE. The purchase price is $375,000.00 (Three Hundred & Seventy Five Thousand Dollars) in U.S. currency or funds. 2. METHOD OF PAYMENT. The full purchase price in U~.gurrency or funds will be paid on or before closing. ~- ,/ oQ; '1> CLOSING OF SALE. This sale will be closed on October X 2004 or sooner by agreement of the parties. Closing agent will be Pacific Northwest Title Company of Washington, Inc. or such other closing agent as Sellers will designate. 3. 4. POSSESSION. Purchaser will be entitled to possession on closing. "Closing" means the date on which all documents are recorded and the sale proceeds are available to Sellers. Sellers agree to maintain the property in their present condition, normal wear and tear excepted, until Purchaser is entitled to possession. ar e a e at c . The following will not cause the title to be unmarketabl' Ights, reservati covenants, conditions, and restrictions pres y of record and general to rea; easements and encroachm s not materially affecting the value of or uly interfering with th urchaser's intended use of the property; and rese oil and/a ining rights. Monetary encumbrances not assumed by Purcha ill be paid by Sellers on or before closing. Purchaser will ord rom a tl . surance company of Purchaser's choice a prelimin commitment (the "C itment") for an AL TA owner's extended c erage policy of title insurance WI spect to the Property, togethe Ith a copy of each document forming the ba . for each exception r renced therein. Purchaser will also obtain an AL T survey of the operty (the "Survey"). Purchaser shall advise Sellers of any title or s ey objections within ten (10) business days after the later of (a) Page I IJ~V ~IT\e @l /JUii~ ~111~ ,1 ~ 6. 7. 8. 9. 10. 11. e e its receipt of the Commitment, (b) its receipt of the Survey, or (b) its receipt ~ o su I mental t . . or e urvey. e e all n ^ ./' pr ide aser with a written response to Purchaser's objection letter, 11i11V~ identifying with icularity any of Purchaser's title objections which sellers(!t3~1~ will not remove, w . ten (10) business da s receipt of Purchaser's objection notl . If Sellers d ot timely respond, it will be deemed to have agreed to remo of the objectionable items. If Sellers indicates that it will not rem all obje . able items, then Purchaser may elect to (a) termina IS Agreement, or ( aive such defects, or (c) continue this reement in effect pending the oval of such title objectio , y written notice to Sellers within ten (10) bu' s days of its r 'pt of Sellers' title response. Removal of unsatisfactory ite their . waiver will hA ,. I"onrlitinn of Closing. - - r,:) \..l.l -r (LJ,..'" 1-1 CONVEYANCING. Title will be conveyed by a Stattitory Warranty Deed. ASSIGNMENT. Purchaser may not assign this Agreement or Purchaser's rights hereunder, without Sellers' prior written consent, unless provided otherwise herein. ~v n~ CLOSING COSTS AND PRORATION. Purchaser will pay escrow fees. Purchaser will pay the premium for the title insurance policy for Purchaser. Purchaser will pay real estate excise tax if such tax payment is required by the County. Taxes for the current year will be prorated as of closing. If any payments are delinquent on encumbrances which will remain after closing, Closing Agent is instructed to pay them at closing from money due, or to be paid by, Purchaser. NOTICES. Unless otherwise specified, any notice required or permitted in, or related to, this Agreement must be in writing. Any time limit in or applicable to a notice will commence on the day following receipt of the notice by the receiving party, unless that is a Saturday, Sunday or holiday, in which event it will commence on the next following business day. FACSIMILE TRANSMISSION. Facsimile transmission of any signed original document, and retransmission of any signed facsimile transmission, will be the same as delivery of an original. At the request of either party, or the Closing Agent, the parties will confirm facsimile transmitted signatures by signing an original document. PURCHASER'S FUNDS TO CLOSE. Purchaser represents that Purchaser has sufficient funds to close this sale in accordance with this Agreement, and is not relying on any contingent source of funds or gifts unless expressly set forth elsewhere in this Agreement. Page 2 e e 12. DEFAULT AND ATTORNEY'S FEES. If either party fails, without legal excuse (grounds) to complete the purchase of the property, the other party will have the option to either: 1) recover any and all damages; or 2) seek specific performance of this Agreement. 13. 14. L_ If Purchaser or Sellers institute suit under this Agreement, the prevailing party in such action will pay the other party's court costs and attorney's fees. NO BROKERS. Purchaser and Sellers warrant to one another that neither has engaged a broker in connection with this Agreement and agree to indemnify the other if a claim for a fee or commission arises in connection with this transaction as a result of such indemnifying party's activities. CONDITION OF PROPERTY. Except as otherwise set forth in this Agreement, the property is being transferred "As Is", "Where Is" and "With All Faults", and Sellers expressly disclaims all warranties, express or implied, relating to the condition, zoning, habitability, quality, value, suitability for development or other characteristics of the property. Purchaser confirms that neither the Sellers nor any agent or representative of the Sellers has given or made any warranty or representation whatsoever concerning the physical condition thereof or the uses or purposes to which the same may now or hereafter be placed. Purchaser is responsible for conducting its own inspections and "due diligence" with respect to all physical and other aspects of the property. Purchaser will be responsible for all costs of such inspection and studies. . . indemni and d t lJ.? V urchaser harmless from and against any and all claims, 0 . tions, 111 n1 d ages, causes of action, costs and expenses, losses, fi , penalties'(fi2~1 and . bilities, including, without limitation, attorney' ees and costs, imposed on or incurred by or asserted against rchaser arising out of or in connec' n with the occurrence of a of the following: (a) any violation of any iron mental law by S ers or its employees, agents, contractors or tenants ith respect to e Property, or (b) the manufacture, storage, sale, use, dis sal, ease, or discharge of Hazardous Substances in, on or under t Property prior to the Closing. Sellers will also be responsible for al osts, enses, fines, and penalties arising out of or in connection w' the investiga' , removal, remediation, clean-up, and restoration result from the ma s described in the preceding sentence. S rs' obligations under this Sec' 17 will survive Closing. For the poses of this Agreement, "Hazardous stances" means any substa e or material the transportation, storage, treatm handling, use, re al or release of which is subject to any law, statute, 'nance or gulation governing environmental matters or hazardous m rials. Without limiting the >l,,"elality Elf the foregoing, "1-I"'7"'rdous Substan " ----- Page 3 e e 16. nc;fuue:;. aSBestos and asbcstos-cofltaiFliflg A'loterials (whether er .,ot> iable); urea-formaldehyde in any of its forms; polychlorinated biphenyls; o I, used oil; petroleum product'" "nd their by-products; lead-based paint; a radon. SURVIVAL. Provisions 12, 13, 14 and A of this Agreement will survive closing, will not be merged in any deed and will be fully enforceable thereafter. 17. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of Sellers and Purchaser with respect to the purchase of the property. This Agreement may not be modified or amended except in a writing signed by the Sellers and Purchaser. 18. SEVERABILITY. If any provision under this Agreement or its application to any person or circumstance is held invalid by any court of rightful jurisdiction, this invalidity will not affect other provisions of this Agreement which can be given effect without the invalid provision. 19. AGREEMENT TO PURCHASE. Purchaser offers to purchase the property on the above terms and conditions. Acceptance is not effective until a signed copy hereof is actually received by or at the office of Purchaser. 20. TIME OF PERFORMANCE. Time is specifically declared to be of the essence of this contract and of all acts required to be done and performed by the parties hereto, including, but not limited to, the proper tender of each of the sums required by the terms hereof to be paid. 21. PARAGRAPH HEADINGS. The word or words appearing at the commencement of paragraphs and subparagraphs of this agreement are included only as a guide to the contents thereof and are not to be considered as controlling, enlarging, or restricting the language or meaning of those paragraphs or subparagraphs. 22. APPLICABLE LAW. This agreement will be governed and interpreted in accordance with the laws of the State of Washington and the venue for any action brought to interpret or enforce any provision of this agreement will be King County, Washington. EXECUTED on the dates herein written. DATE ,2004. Page 4 ~~ lff? r1~ I~~ e e PURCHASER'S ADDRESS: 18305 101st Avenue NE, Bothell, WA 98011 SELLERS ~~ DATE 10/.5' 2004. I Print Name: 4/1i/uPl L-~t"d SELLERS' ADDRESS: //oos- d':;;7;r.;z/' A. ,<)u./ ~ --rif"/2_drK!.Z) ,tv4 0/[;043 ATTEST: City Clerk APPROVED AS TO FORM: Michael Weight Bothell City Attorney G:IGroupsICITYATTYlReal EstatelKaysner Purchase & Sale Agreement.090104.doc ~./a . ~~:N1 C#I ~Art/Lf &~~' $lfdjlJ/f //1 IJ1t ~fft(4Ik/Y) {l ~ A kAr8~gz Page 5 . Exhibit "A" TO BE ATTACHED FROM TITLE REPORT NO. 575121 I I I l_ Page 6 e . e order No. 575121 A.L.T.A. COMMITMENT SCHEDULE A Page 2 The land referred to in this commitment is situated in the State of Washington, and described as follows: Lot 2, City of Bothell Short Plat Number 0-77-052, recorded under King County Recording Number 7810311099, being a portion of the following described tract: The south 150.00 feet of the north 750.00 feet of that portion of the northeast quarter of the southeast quarter of Section 7, Township 26 North, Range 5 East, W.M., in King County, Washington, lying east of Bothell Way Northeast and west of the centerline of the sammamish River; EXCEPT that portion lying within Primary State Highway Number 2; TOGETHER WITH those portions of the south 150 feet of the north 750 feet of the northeast quarter of the southeast quarter of Section 7, Township 26 North, Range 5 East, W.M., in King County, Washington, westerly of the thread of the Sammamish River and which lie southerly and easterly of the following described right-of-way line: Beginning at a point on the south line of the north 750 feet of said subdivision 175 feet northwesterly, when measured radially, from the centerline survey of State Highway Number 522, Bothell to Woodinville; thence northeasterly, parallel with said centerline survey, to a point opposite Highway Engineer's Station 101+00 thereon; thence southeasterly to a point opposite said Highway Engineer's Station and 110 feet northwesterly therefrom; thence northeasterly, parallel with said centerline survey, 200 feet to the end of the right-of-way line description. , "v\ ,...... . END OF SCHEDULE .A . EXHIBIT A