2015.11.20 CC Special Meeting Agenda Packet
AGENDA
EDMONDS CITY COUNCIL
Fourtner Room ~ City Hall 3rd Floor
121 5th Avenue North, Edmonds
SPECIAL MEETING
NOVEMBER 20, 2015
3:00 P.M.
1.Call to Order
2.Roll Call (Councilmembers may participate by speakerphone per Resolution No. 1340).
3.Approval of the Agenda
4.(10 Minutes)
AM-8139
Amendment to the Purchase and Sale Agreement for Civic Field
ADJOURN
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AM-8139 4.
City Council Special Meeting
Meeting Date:11/20/2015
Time:10 Minutes
Submitted By:Carrie Hite
Department:Parks and Recreation
Type: Action
Information
Subject Title
Amendment to the Purchase and Sale Agreement for Civic Field
Recommendation
Authorize Mayor to sign the amendment for the PSA for civic field.
Previous Council Action
Council authorized mayor to execute and implement the Purchase and Sale agreement for Civic Field on
November 10, 2015.
Narrative
The School District recently approached the City and discussed their concern about meeting the state
requirements to declare the Civic Field property surplus according to procedures covered in RCW
28A.335.120. This requirement requires the District to notice the public about their intention to sell the
property for two weeks, and follow it by a public hearing. It also requires them to wait 45 days until they
can sell the property.
The School District is still willing to consider signing the purchase and sale agreement with the City on
November 24th. The School District has drafted an amendment to the purchase and sale agreement that
allows them to follow the state mandated process of selling land, and still enter into the purchase and sale
agreement.
It is recommended that the City Council authorize the Mayor to sign this amendment prior to the School
Board meeting on November 24th. This will allow the School Board to consider signing the purchase and
sale agreement, and the amendment at their November 24th meeting.
Attachments
Amendment to the PSA
PSA
Form Review
Inbox Reviewed By Date
City Clerk Scott Passey 11/18/2015 03:33 PM
Mayor Dave Earling 11/18/2015 07:11 PM
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Finalize for Agenda Scott Passey 11/19/2015 07:59 AM
Form Started By: Carrie Hite Started On: 11/18/2015 03:16 PM
Final Approval Date: 11/19/2015
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00358-0859/128662115.1
ADDENDUM/AMENDMENT NO. 1 TO
PURCHASE AND SALE AGREEMENT
The following is part of the Purchase and Sale Agreement (“Agreement”) dated
_____________, 2015 between Edmonds School District No. 15 (“Seller”) and the City of
Edmonds (“Buyer”) with respect to the sale of property known as Civic Field, Edmonds,
Washington. Capitalized terms not defined herein shall have the meanings given to them in the
Agreement.
IT IS AGREED between the Seller and Buyer as follows:
1. Seller’s Surplus Contingency. The following is hereby added to the Agreement as a new
Section 5.4:
“5.4 Seller’s Surplus Condition. The Closing and Seller's obligation to close the
transaction contemplated by this Agreement are subject to the satisfaction of the condition
described in this Section 5.4 for Seller’s benefit. Seller shall, as required under RCW
28A.335.120 and Seller’s surplus policy 9310 and procedures 9310-R1, promptly cause the
Property to be declared surplus by the adoption of an authorizing resolution by Seller’s Board of
Directors. Notice to the public as required by statute and Seller’s policies and procedures has
been commenced prior to the Effective Date. If the condition described in this Section 5.4 is not
satisfied by Seller (with written notice to Buyer) by December 31, 2015, this Agreement shall,
unless otherwise agreed between the parties, terminate and Buyer's sole remedy shall be to
receive (a) a return of the Earnest Money Note and (b) reimbursement of other amounts paid by
Buyer to third parties for due diligence by Buyer related to this Agreement (which expenditures
shall be documented by Buyer to Seller as a condition to reimbursement), but in no event shall the
reimbursement to Buyer under this Section 5.4 exceed Ten Thousand and no/100 Dollars
($10,000.00). If Seller is unable to cause the Property to be declared surplus, Seller shall not be
in breach or default of this Agreement, subject to the foregoing obligation to reimburse Buyer for
its expenditures made in pursuing due diligence and entering into this Agreement.”
2. Seller’s Representations. The following is hereby added at the beginning of Section
12.1(f) of the Agreement: “Subject to satisfaction of Seller’s surplus condition set forth in
Section 5.4: . . . . . ”
3. Conflict. In the event of any conflict between this Addendum/Amendment No. 1 and the
balance of the Agreement, this Addendum/Amendment No. 1 shall control.
All other terms and conditions of the Agreement remain unchanged.
BUYER: CITY OF EDMONDS, a
Washington municipal corporation
By:
Name: ____________________________
Title:
Date:
SELLER: EDMONDS SCHOOL
DISTRICT NO. 15, a Washington municipal
corporation
By:
Name: ___________________________
Title:
Date:
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