HomeMy WebLinkAboutR-2304 - Authorizing the disposition of surplus real property located at 7610 47th Ave. NE Marysville WashingtonCITY OF MARYSVILLE
Marysville,Washington
RESOLUTION NOd-301-
A RESOLUTION OF THE CITY OF MARYVILLE,WASHINGTON,
AUTHORIZING THE DISPOSITION OF SURPLUS REAL PROPERTY
LOCATED AT 7610 -47 th AVENUE N.E.,MARYSVILLB,WASHINGTON
WHEREAS,by Resolution No.2302 passed on April 25,201 I,the City Council declared
real property within the City limits located at 76 I 0-47 th Avenue N.E.,Marysville,Washington,
(the "Property"),originally acquired for public utility purposes,to be surplus to the City's needs
and not required for providing public utility service;and
WHEREAS,the City duly advertised and requested sealed bid proposals for the sale or
lease of the Property;and
WHEREAS,after having provided public notice,on May 23,20 II,the City Council held
a public hearing pursuant to RCW 35.94.040 and considered all proposals for the disposition of
the Property;
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CIlY
OF MARYSVILLE,WASHINGTON AS FOLLOWS:
Section I.After due consideration,and fOllowing the conclusion of a public heari1lg on
May 23,2011,the City COuncil deems it to be in theCity'sbest interest to accept the offer of
Parr Lumber Company fonhe purchase of the improvements and a portion of the Property in
accordance with the terms and conditions set forth in the Real Estate Purchase and Contract
attached hereto as EXHIBIT A.
Section 2.The Mayor is hereby authorized to execute the Real Estate Purchase and Sale
Contract attached hereto as EXHIBIT A and all other documents necessary to complete the sale
and convey the City's interest in the improvements and the portion of the Property described in
EXHIBIT A agreement to Parr Lumber Company.(J
'73 tcY
PASSED,by the City Council and APPROVED by the Mayor thi~_day of May,
2011.
CITY OF MARYSVILLE
RESOLUTION -I
M·II·016120JI Surpluslres.disposilion.7610-471h Ave NE
ATTEST:
Approved as to form:
By ;;J~<"ev..JJetl
&RANT WEED,City Attorney
RESOLUTION·2
M-l ]·0]6/2011 Surpluslres.disposition -7610-47'"Ave NE
EXHIBIT A
PARR LUMBER COMPANY
REAL ESTATE PURCHASE AND SALE CONTRACT
EXHIBIT A
M-II-036J20 It SurplusJres;surplus .761 0-47'h prop 4.5.J J
REAL ESTATE PURCHASE AND SALE CONTRACT
(With Earnest Money Provision)
DATE:fV\A\{S ,2011.
The undersigned Purchaser,PAR.R.Li.JIV\l~Eci<...COM pp.1\l ",.,agrees
to buy,and the.undersigned Seller,the CITY OF MARYSVILLE,a municipal corporation of the
State of Washington,agrees to sell,on the following terms,the property legally described as:
Check one of the following-boxes:
:]ALL of the following-described property;
PORTION of the following-described property described in ATTACHMENT 2
attached hereto (not less than approximately 4.6 acres,including building and
improvements).This transaction shall be contingent upon successful completion of
a binding site plan segregating the purchase property.Purchaser shall pay all
expenses of binding site plan to create the sale parcel,including,but not limited to
surveying/engineering,which shall be performed bya surveyor or engineer
approved by the City.This transaction shall be contingent upon the successful
completion of such binding site plan.Purchaser agrees to proceed expeditiously
and in good faith to complete the binding site plan to allow timely closing of this
transaction.
All that portion of the Southwest quarter of the Southeast quarter of Section 21,
Township 30 North,Range 5 East,W.M.,described as follows:
Beginning at the Southeast corner of said subdivision;Thence along the South
line thereof North 88°16'21"West a distance of 676.49 feet;Thence North
01 °44'59"East a distance of!75.61 feet;Thence North 88OZ7'29"West a distance
of 123.73 feet;Thence North 01°04'21"£asta distance of 140$0 feet to the North
line of the South 316.00 feet of the said Southwest quarter;Thence along said
North line South 88°16'21"East a distance of 796.60 feet to the East line of said
Southwest quarter;Thence along said East line South 00°47'29"West a distance
of 316.04 feet to the Point of Beginning;
EXCEPT the North I 00.00 feet of the East 180.00 feet thereof;
AND EXCEPT the South 20.00 feet and the East 20.00 feet thereof which has
been dedicated for road purposes by Deed filed under Auditor's File No.'s 422298
and 390577;
AND EXCEPT additional right-of-way to the City of Marysville for road,Deeds
recorded under Snohomish County Recording No.8801060244 and 8905120323;
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TOGETHER WITH
All that portion of the Southwest quarter of the Southeast quarter of Section 21,
Township 30 North,Range 5 East,W.M.,described as follows:
Commencing at the Northeast corner of the Southwest quarter of the Southeast
quarter;Thence along the East line of said Southwest quarter South 00°47'29"
West a distance of 696.75 feet to the Point of BegiIlIling;TheIlce Parallel to the
South line of said Southwest quarter North 88°16'21"West a distance of 808.63
feet to the West line of the East 808.50 feet of said Southwest quarter;Thence
along said West line South 00°47'29"West a distance of224.06 feet to the North
liIle of the South 370.00 feet of said Southwest quarter;Thence along said North
line South 88°16'21"East a distance of 12.29 feet;Thence South 01°04'21"West
a distance of 54.00 feet to the North line of the South 316.00 feet of said
Southwest quarter;Thence along said North line South 88°16'21"East a distance
of796.60 feet to the East line of the Southwest quarter;Thence along said East
line North 00°47'29"East a distance of 278.07 feet to the Point of Beginning;
EXCEPT the Easterly 20.00 feet thereof conveyed to Snohomish County for road
by instrument recorded under Auditor's File No.422298.
TOGETHER WITH
All that portion ofthe Southwest quarter of the Southeast quarter of Section 21,
Township 30 North,Range 5 East,W.M.,described as follows:
Beginning at a Point 216 feet North of the Southeast corner of the Southwest
quarter of the Southeast quarter;
Thence West 180 feet;
Thence North 100 feet;
Thence East 180 feet;
TheIlce South 100 feet to the True Point of Beginning;
Less the East 20 feet thereof dedicated for road purposes.
AND TOGETHER WITH
All that portion of the Southwest quarter of the Southeast quarter of Section 21,
Township 30 North,Range 5 East,W.M.,described as follows:
BegiIlning at the Northeast corner of said SubdivIsioIl;Thence South 00°55'53"
East along the East line of said Subdivision 696.75 feet to the True Point of
Beginning;
Thence West,Parallel to the South line of said Subdivision,796.50 feet;Thence
Nortb 01°22'22"West 9.30 feet;Tbence North 89°28'07"East 796.48 feet to the
East line of said Subdivision;Tbence Soutb 00°5.5'53"East along said East line
16.68 feet,to the True Point of Beginning,
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EXCEPT the East 20.0.0 feet thereof for road;
AND EXCEPTING East 10 feet conveyed to the City of Marysville recorded
under Recording Number 199911230617.
Situate In the County of Snohomish,State of Washington.
Snohomish County Tax Parcel 300521-004-127-00
Commonly known as 7610 -47th Avenue N.E.,Marysville,Washington.
(Purchaser and Seller authorize Closing Agent to insert,over their signatures,the legal
description ofthe property and/or to correct the legal description entered.)
I.PURCHASE PRICE:The total purchase price is $2/'jOO ,00<:>:-
2.EARNEST MONEY RECEIPT:Upon Seller's acceptance of Purchaser's offer
to purchase the property,Purchaser shall deposit earnest money with Closing Agent in the sum of
FIVE THOUSAND AND NO/IOOTHS DOLLARS ($5,000.00).The eamest money shall bein
the fOrm of a cashier's check made payable to WEED,GRAAFSTRA AND BENSON,INC.,P.S.
The earnest money shall be nonrefundable except as specifically provided in this agreement.
This agreement shall be void if the earnest money has not been deposited within five (5)business
days after Seller's acceptance of Purchaser's offer.
3.METHOD OF PAYMENT:The purchase price shall be paid in cash at time of
closing.The earnest money deposit shall be credited againstthe purchase price.
4.PURCHASER'S INTENDED USE:Purchaser represents in good faith to Seller
that the Purchaser's intended use of the property is:
$AL.E..~OF BUILl~II'JL'T MAlE-RIAL':>-LvmR,E:R RE:LATE-l)
5.CONIlll10N OF TITLE:Title to the property is to be free of all encumbrances
or defects except matters disclosed in First American Title Insurance Company Policy No,
1067725 (excluding 2010 real estate taxes and that certain Memorandum of Lease recorded
under Recording No.20 I 0006220402).Purchaser acknowledges receipt of a copy of said policy.
Rights reserved in federal patents or state deeds,building or use restrictions general to the area,
platting and subdivision requirements,utility easements,other easements not inconsistent with
Purchaser's intended use,and reserved oil and/or mineral rights shall not be deemed
encumbrances or defects.Purchaser acknowledges that the property has been exempt from real
estate taxes due to Seller's tax exempt status and will become subject to real estate taxes upon
and after conveyance to Purchaser,which taxes (or applicable portion thereof if only a portion of
the property is purchased)shall be the liability of Purchaser.
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6.PAYMENT OF UNPAID UTILITY CHARGES:Purchaser and Seller waive
the services of the Closing Agent in disbursing closing funds necessary to satisfy unpaid utility
charges affecting the Property pursuant to RCW 60.80.The Purchaser and Seller agree that
utility charges which constitute unrecorded liens will be paid through the date of closing by the
Seller outside of closing.The Purchaser and Seller release the Closing Agent from any and all
claims arising out of 01'relating to utility charges for which no lien has been recorded.The
Closing Agent is expressly directed not to inquire as to the status of unrecorded liens for utility
charges and is expressly directed not to collect 01'disburse any funds at closing or to make any
reservations for the payment of unrecorded liens for utility charges.
7.INFORMATION PROVIDED TO PURCHASER /OPPORTUNITY TO
INSPECT:Purchaser acknowledges that Purchaser has had the opportunity to obtain the
following materials from Seller as part of the offer packet for this property:
First American Title Insurance Company Policy No.1067725;
Wetland Report prepared by AJ BredbergJ B &;A,Inc.,dated April 25,2009;
Phase I Environmental Report dated April 6,2010,prepared by Associated Earth Science,
Inc.;
Phase n Environmental Report dated May 28,2010,prepared by Associated Earth
Science,Inc.
Purchaser agrees that Purchaser is deemed to have been provided with all infonnation contained
in said materials.
In addition,Purchaser has been afforded the opportunity to inspect the improvements
located on the sale property.
8.CONDITION OF PROPERTY:
(a)Location and Quantity of Land:Seller makes no representation regarding the location
of the property lines or the quantity of land involved.All current survey information
known to Seller has been made available to Purchaser as part of the title report.
Purchaser accepts all risks and liability with respect to these matters,including the
possibility that boundary lines established by usage may not coincide with the legal
description of the property and that portions of the property could be lost by claim of
adverse possession and/or prescriptive easements.
(b)Condition of Property Improvements:Seller makes no representations or warranties
concerning the condition of the improvements located on the subject property and will
make no repairs to the improvements.
(c)Hazardous Substances:Except as contained in the information provided to Purchaser,
Seller has no knowledge of any hazardous substances situated upon the premises.Seller
M-I 1-036120 II SurpluslOffer Packet 4.27.\II
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makes no representation or warrauties concerning.hazardous substances upon,in or under
the subject property.
(d)Sale "As Is":Purchaser has been given the opportunity to inspect the property.In
accepting the property,Purchaser is relying upon Purchaser's own independent inspection,
analysis and investigations into the property and that of Purchaser's agents,and is not
relying upon any representations of SeHer or Seller's elected officials,officers,employees,
agents,consultants or contractors.Purchaser accepts the property in the condition
existing on the day of closing,as is,with all faults,including latent defects.This sale
shall be WITHOUT WARRANTY, EXPRESS OR IMPLIED,as to the condition of
the subject property.
9.TITLE INSURANCE:Upon closing Seller shall furnish to Purchaser an ALTA
standard form policy of title insurance issued by Pacific Northwest Title Insurance Company.
Seller shall assume any cancellation fee for such commitment or policy.The title policy to be
issued shall contain no exceptions other than those provided in said standard form,plus
encumbrances or defects noted in paragraph 4 above.If title is not so insurable as above
provided and cannot be made so insurable by termination date set forth herein,the earnest money
shall be refunded and all rights ofPurchaserterminated;PROVIDED,however,that Purchaser
may waive defects and elect to purchase.
10.TITLE CONVEYANCE:Seller shall convey title to Purchaser by Statutory
Warranty Deed at closing in the form attached hereto as ATTACHMENT 1,subject only to the
exceptions noted above under "CONDITION OF TITLE,"subject to any liens or
encumbrances created by Purchaser,and subject to the following provision,which shall be
included in the deed from Seller to Purchaser:
Seller's warranty under this deed expressly excludes any warranty as to location of
any boundary line or ownership in the vicinity of any boundary line.Any
warranty,express or implied,in the purchase and sale agreement concerning any
boundary line is merged into this deed and does not survive the giving of this
deed,which constitutes the full agreement between the parties.
11,PROPERTY INCLUDED:All property currently located at the property is
included in this sale.
Seller does not warrant the condition of any personal property included in this sale.
Purchaser accepts personal property as is,without warranty,express or implied.Personal
property is included in this sale as an accommodation to Purchaser.No portion of the purchase
price is attributed to such personal property.
12.CLOSING OF SALE:This sale shall be closed at the office of WEED,
GRAAFSTRA AND BENSON,INC.,P.S.,Closing Agent,not later than A~i.x5r 3i
2011,(hereinafter the "closing deadline").Purchaser and Seller will,immediately on demand,
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deposit with Closing Agent all instruments and monies required to complete the purchase in
accordance with this agreement.
The date of closing shall be the date upon which all appropriate documents are recorded
and the proceeds of the sale are available for disbursement to Seller.
If this sale has not closed by the closing deadline,or such extended date as may be
mutually agreed upon in writing between the parties, this transaction shall automatically
terminate,and this agreement shall be null,void and unenforceable.
13.CLOSING COSTS AND PRORATES:Seller and Purchaser shall each pay
$600.00 to the firm of WEED,GRAAFSTRA AND BENSON,INC.,P.S.,ifit acts as Closing
Agent.Seller and Purchaser aCknowledge that the firm of WEED,GRAAFSTRA AND
BENSON,INC.,P.S.represents Seller in this transaction.Seller shall pay the owner's title
insurance premium and no excise fee.Purchaser shall pay lender's title insurance premium,any
and all other expenses of financing,and recording fees.
There shall be no proration of real estate taxes.The property is currently exempt from
real estate taxes because Seller isa municipal corporation.Upon conveyance to Purchaser,the
property will become subject to real estate taxes,and Purchaser shall be responsible for all such
taxes.
14.POSSESSION:Purchaser shall be entitled to possession on closing.
15.RISK OF LOSS:Should the improvements on the property be materially
damaged by fire or other cause prior to date of closing,this agreement shall be voidable at the
option of Purchaser.
16.DEFAULT:In the eve.nt the Purchaser fails,without legal excuse,to complete
the purchase of the property,the earnest money deposit made by the Purchasers shall be forfeited
to the Seller as the sole and exclusive remedy available to the Sell.er for such failure.
17..ATTORNEYS'FEES:In any proceeding brought to enforce this Agreement or
to determine the rights of the parties under this Agreement,the prevailing party shall be entitled
to collect,in addition to any judgment awarded by a court,a reasonable sum as attorneys'fees,
and all costs and expenses incurred in connection with such a lawsuit,inclUding attorneys'fees,
costs,and expenses of any appeal of a judgment.For purposes of this Agreement,the prevailing
party shall be that party in whose favor final judgment is rendered or who substantially prevails,
if both parties are awarded judgment.The term "proceeding"shall mean and include arbitration,
administrative,bankruptcy and judicial proceedings including appeals.
18.NOTICE:If notice is given pursuant to this agreement,it shall be given to the
parties by personal service or by certified mail,postage prepaid,return receipt requested at the
following addresses:
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Seller's name and address:
THE CITY OF MARYSVILLE
ATTN:GLORIA HIRASHIMA,CAO
1049 State Avenue
Marysville,WA 98270
and
Grant K.Weed
City Attorney
21 Avenue A
Snohomish,WA 98290
Purchaser's name and address:
Seller's telephone no:
(360)363-8088
(360)568-3119
Purchaser's telephone no:
(603)011-i·2'500
or at such other address as either party designates by written notice to the other party and to the
Closing Agent.All notices shall be deemed given on the day such notice is personally served or
on the third day following the day such notice is mailed in accordance with this paragraph.
19.ENTIRE AGREEMENT -TIME -ASSIGNMENT:This agreement,with the
attachments incorporated herein by reference,constitutes the entire agreement between the
parties and there are no verbal agreements,nor will there be any verbal agreements,which
modify or amend this agreement.Time is of the essence in this agreement.If any deadline or the
time for performance hereunder falls on a Saturday,Sunday or a day that is recognized as a
holiday by the State of Washington,then such time shall be deemed extended to the next day that
is not a Saturday,Sunday or holiday.This.agreement is binding on the parties,their personal
representatives and heirs.Purchaser shall no!assign this agreement without the prior written
consent of Seller.
20.AUTHORITY TO EXECUTE:The parties signing below represent and warrant
that they have the requisite authority to bind the entities on whose behalf they are signing.
21.NO MERGER:The terms,representations,warranties and attorney's fee
provisions of this Contract shall not merge in the deed or other conveyance instrument
transferring the property to Purchaser at closing.The terms,representations,warranties and
attorney's fee provisions of this Contract shall survive closing.
M-ll-036/20 II Surplus/Offer Packet 4.27.\1/
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DATED this 5 day of_~l\_/.!...:\A_:....o'<'-----,2011.
SSE AI~DENi)VM
f-OK /~~Dj T I oN A L...
P l2-OV I S\OI--IS.
Purchaser
DATED this __day of ,2011.
THE CITY OF MARYSVILLE,Seller
By _
JON NEHRING,Mayor
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ATTACHMENT 1
After Recording Return to:
GRANT K.WEED
21 AVENUE A
SNOHOMISH,WA 9&290-2962
STATUTORY WARRANTY DEED
Grantor:
Grantee:
Legal Description:
Tax Parcel:
CITY OF MARYSVILLE
SWy.SEY.21-30-5,SnohomiSh County,WA
300521-004-127-00
Add'i on P.__
THE GRANTOR,THE CITY OF MARYSVILLE,a municipal corporation of the
State of Washington,for and in consideration of ,in hand paid,conveys
and warrants to ,the fo lIowing
described real estate,situated in the County of Snohomish,State of Washington:
SEE ATTACHED LEGAL DESCRIPTION
SUBJECT TO:Easement and the terms and conditions thereof in favor of Public
Utility District No.I of Snohomish County,for repair,operation and to maintain an
electric distribution line and together with the right to convert to an underground
system,as located,recorded July 19,19&2 under Recording No.&207190147;
AND SUBJECT TO:Easement and the terms and conditions thereof in favor of
Public Utility District No.I of Snohomish County to operate and maintain electric
distribution line facilities,as located,recorded May II,19&9,under Recording No.
&905110238;
AND SUBJECT TO:Easement and the terms and conditions thereof in favor of
Public Utility District No.1 of Snohomish County to repair,operate and maintain
electric distribution line facilities,as located,recorded August 15,1989,under
Recording No.8908150014;
AND SUBJECT TO AND RESERVING UNTO GRANTOR:Easement and the terms
and conditions thereof in favor of City of Marysville,a municipal corporation of the
State of Washington,to operate and maintain water lines andlor sanitary sewer lines,
pipes and appurtenances,as located,recorded October II,1989,under Recording No.
8910110347
AND SUBJECT TO:Survey of the herein described property recorded under
Snohomish County Recording Number 9808315003;
M-JI-03612011 Surplus/Offer Pa"ketlema I
AND SUBJECT TO:Covenants,conditions,restrictions and easements contained in
Boundary Line Adjustment recorded June 3,1999,under Recording No.
199906035002;
AND SUBJECT TO:Survey ofthe herein described property recorded under
Snoilomisil County Recording Number 200812035003;NOTE:Pacific Nortilwest
Title Insurance has indicated it believes there are two scrivener's errors in the legal
description recited in the Survey.
AND SUBJECT TO:Notice of Correction,Amended Survey Affidavit of Correction
and tile terms and conditions thereofrecorded December 9,2008,under Recording
No.:200812090015.
Seller's warranty under this deed expressly excludes any warranty as to location of any
boundary line or ownership in the vicinity ofany boundary line.Any warranty,express or
implied,in tile purcilase and sale agreement concerning any boundary line is merged into this
deed and does not survive the giving oftilis deed,wilicil constitutes tile full agreement
between the parties.
DATED this day of ,20]I.
THE CITY OF MARYSVILLE
By=:-:-:c=::-:;:-;-;:-:,.-:-_
JON NEHRING,Mayor
STATE OF WASHfNGTON )
)ss.
COUNTY OF SNOHOM1SH )
I certifY that I know or have satisfactory evidence that JON NEHRfNG 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 Mayor of THE CITY
OF MARYSVILLE to be the free and voluntary act of such party for the uses and purposes
mentioned in the instrument.
DATED this __day of ~_~_,2011.
(Legibly print name of notary)
NOTARY PUBLIC in and for the State of
Washington,residing at _
My commission expires ~_
M-1I-03612011 SurplusfOffer Packetfema 2
ACCEPTED ~,2011.
By --=_
Grantee
By _
Grantee
M-I 1-0361201 1 Surplus/Offer Packet/ema 3
ATTACHMENT 2
LEGAL DESCRIPTION OF PORTION OF PROPERTY
TO BE PURCHASED
(Remove if offer is for the entire property)
The offer must be for not less than ai>proximately 4.6 acres,including building and
improvements.
M-ll-036/20 11 Surplus/Offer Packet/ema I
ADDENDUM TO
REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS ADDENDUM is a part of the Real Estate Purchase and Sale Contract dated May 5,
2011 (the "Contract"),by and Parr Lumber Company,an Oregon corporation,and The City of
Marysvillc,a municipal corporation of the State of Washington.In the event of any inconsistency
between the terms of this Addendum and the terms of the Contract,the terms of this Addendum shall
govern the rights of the parties.
1.The Property to be Purchase and Optioned.
The property described in the Contract (hereinafter the "Property")is a single legal lot.
However,the Property will become three separate legal lots as set forth below.A depiction of the
three separate legal lots is attached as Exhibit 1.Pursuant to the Contract,Purchaser will acquire the
4.6 I acre lot as shown.on Exhibit"I and 2 ("Parcel I ").Purchaser shall also be given the option to
acquire,and shall acquire if the option is exercised,the 2.39 acre parcel shown on Exhibit I ("Parcel
2").Purchaser will not acquire the remainder ofthe Property,which is shown on Exhibit I and is
labeled the "Residual City Property."
2.Segregation of Property.
2.1 Modification of Parcel Size.The total acreage in Parcell and Parcel 2 shall be 7.0
acres,but the allocation ofthe acreage may be slightly modified based upon survey and by mutual
agreement of the patties.In the event ofa change in the acreage between Parcel I and Parcel 2,the
$2,300,000.00 purchase price of Parcell and the purchase price of Parcel 2 shall each be adjusted at
the rate of$6.00 per square foot lost or gained.
2.2 Survey.Purchaser,at Purchaser's sole expense,shall retain a surveyor,acceptable to
Seller,to perform an ALTA survey of Parcels 1 and 2.No later than June 24,2011,said surveyor
shall prepare and tender to Seller a preliminary survey of all three parcels,acceptable to Purchaser
and sufficient to identify proposed legal descriptions for Parcels 1,2 and 3.Seller shall have five (5)
business days from receipt of the proposed preliminary survey to approve the proposed parcels or to
list specific errors in the work of the surveyor,which the surveyor shall correct.The surveyor shall
then complete preparation of an ALTA survey of Parcels 1 and 2 and deliver the survey to Purchaser,
Seller and Chicago Title Insurance Company ("Title Company")no later than 10 business days after
receipt of Seller's approval,which survcy shall bc certificd in favor of Seller,Purchaser and Title
Company and shall be sufficient to satisfy Title Company's requirements for issuance of extended
coverage title insurance.
2.3 Application for Binding Site Plan.Seller,at Seller's expense,shall take such steps as
are legally required to obtain a Binding Site Plan for the segregation of the Propelty into the three
parcels depicted in Exhibit I,as the same may have been modified as provided above.This
transaction is contingent upon final approval of the Binding Site Plan.Seller shall provide a copy of
the application for Binding Site Plan to Purchaser for approval prior to submittal,which approval
shall be deemed given if Purchaser does not give written notice of objection within five (5)business
days of Seller's delivery.Said application shall include an access and utility easement to Parcel 2
over Parcell in a location acceptable to Purchaser.Seller agrees said easement may be vacated.at
Purchaser's option,if the option expires without being executed or is terminated.The Binding Site
M-Il-036!20 II Surplus/Purchase Offers!
Pan"Addendum.F.S,23.11
Plan shall make provision for access by the oWner of Parcel I for maintenance of the bioswale
located on the easterly portion of the Residual City Property and the southeast portion of Parcel 2
which provides drainage to the Parcel I property.Seller shall provide Purchaser wiih a copy ofthe
staff review and Preliminary Binding Site Plan for Purchaser's approval within five (5)business days
of Seller's receipt.Purchaser shall have five (5)business days to object to any alteration or condition.
imposed for approval of the Binding Site Plan.Purchaser shall accept or reject the staff report and
Preliminary Binding Site Plan by written notice to Seller within five (5)business days after delivery
to Purchaser.In the event Purchaser objects,if the patties cannot negotiate a satisfactory revision to
the Binding Site Plan,or any conditions thereof,this transaction shall terminate,this agreement shall
be null,void and unenforceable,and the earnest money deposit shall be refunded to Purchaser.Both
parties shall prosecute completion of the Binding Site Plan prOcess as expeditiously as possible.
3.Title.
This transaction shall be insured byChicago Title Insurance Company.Upon receipt of the
ALTA survey,Chicago Title 'shall issue preliminary commitments for extended'coverage title
insurance for Parcel.!and Parcel 2.Seller's deeds shall convey title to Purchaser subject only to the
exceptions appearing in First American Title Policy No.1 067725 which are determined to be
applicable to such parcel,and subject to any liens or encumbrances created by Purchaser.Seller
represents and warrants that there are no leases or tenancies,including any lease or tenancy of Coca-
Cola,and the deed shall not list any lease.At closing,Seller shall cause the Title Company to deliver
an ALTA extended coverage title insurance policy in favor of Purchaser showil)g fee title to the
applicable parcel vested in Purchaser subject to no exceptions other than those shown on such policy
and described in this paragraph;the third sentence of paragraph 5 of the Contract is hereby deleted.
The title policy shall be in the amount of the purchase price of such parcel.Seller shall pay only the
premium for a standard coverage policy,and Purchaser shall pay the additional premium due for
ALTA extended coverage.Seller shall have the right,at a nominal charge,to cause Chicago Title to
issue a standard coverage simultaneous issue policy of title insurance to provide title insurance
protection to Seller.
4.Closing Deadline.
This transaction shall be closcd within ten (10)days aflet final approval and recording of the
Binding Site Plan segregating the property,but in no event later than September 30,20 I I.For the
purposes oflhis agreement "final approval"means that the Binding Site Plan has been approved by
the City of Marysville and all appeals periods have expired.
5.Escrow.
The transactions shall be closed at the Escrow Department of Chicago Title Insurance
Company,3002 Colby,#200 Everett,WA 98201 ("Closing Agent")under the supervision of Lorrie
Thompson.All deposits shall be made to Closing Agent.The parties shall share the escrow fee
equally.The Seller will pay all excise tax due.At closing,Seller agrees to pay a real estate
commission equal to 2.5%of the purchase price to Walt Futtrup Co.of Vancouver,Washington.
Purchaser shall pay recording fees.
M-II-036/2011 Surplus/Purchase Offers/
Parr Addendum.F.5.23.] I
2
6.Option to Purchase Parcel 2:
6.1 Grant of Option.Conditioned upon the closing of the sale from Seller to Purchaser of
Parcel 1,and in consideration of payment to Seller of the sum of TWENTY-FIVE THOUSAND
AND NOll OOTHS DOLLARS ($25,000.00),(hereinafter the "Option Payment"),Seller hereby grants
to Purchaser the right and option to acquire Parcel 2.This option shall be void if the Option Payment
is not deposited into escrow with the Closing Agent on or before the closing of the sale from Seller to
Purchaser of Parcel 1.Closing Agent shall immediately pay the Option Payment to Seller upon the
closing of the Parcell transaction .
.6.2 Purchase Price.The purchase price of Parcel 2 shall be SIX HUNDRED TWENTY-
FOUR THOUSAND SIX HUNDRED FIFTY AND NOll OOTHS DOLLARS ($624,650.00),or as
modified pursuant to paragraph 2.1 above.
6.3.Exercise/Closing.Purchaser shall have the right to exercise this option by written
notice given to Seller not later than the fifth (5th)anniversary of the date of closing of the Parcel I
transaction.In the event the option is exercised,Seller shall be obligated to sell and convey,and
Purchaser shall be obligated to acquire,Parcel 2,on the terms set forth in the Contract as modified by
this Addendum.The sale of Parcel 2 shall be closed within 90 days after Purchaser's exercise ofthe
option.The option payment shall be nonrefundable unless,upon exercise of the option,Seller is
unable to complete the sale in accordance with the terms of this Contract,in which event Seller shall·
refund the Option Payment to Purchaser as the sale and exclusive remedy for Seller's default.The
Option Payment shall be credited against the purChase price at closing.Unless clearly inapplicable,
all provisions of the Contract,as modified by this Addendum,shall govern the Parcel 2 transaction;
PROVIDED,a default on this option by either party shall not constitute a default under this Contract
as it pertains to the Parcell transaction and shall have no effect upon the Parcel I transaction.In the
event a new survey is required to secure extended coverage title insurance for Parcel 2,Purchaser
shaJl cause such survey to be performed at Purchaser's sole expense;or at Purchaser's option,
Purchaser may waive extended coverage title insurance for the Parcel 2 transaction and have standard
coverage.
IN WITNESS WHEREOF,the parties have executed this Addendum on the date below
stated.
SELLER:
DATE:,2011
PURCHASER:
~
DATE:!J -;;:.:5 ,2011
M·ll-036/20 I I Surplus/Purchase Offers/
Parr Addendum.F.5.23.ll
THE CITY OF MARYSVILLE
a municipal corporation of the State of Washington
By-:-:::-:-:-:-::::::-:=-:-::::-.,.-;-_
JON NEHRING,Mayor
PARR LUMBER COMPANY,
An Oregon corporation
By _.
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Its .CJ..t-;D.(title)
3