HomeMy WebLinkAboutITEM V-ESEVENTH AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this
"Amendment") is entered into as of the day of January, 2010, by and between the CITY
OF AUBURN, a Washington municipal corporation ("city"), and AUBURN REGIONAL
MEDICAL CENTER, INC., a Washington corporation ("ARMC"), with reference to that certain
Purchase and Sale Agreement between the parties dated as of January 24, 2005, as amended
February 9, 2005, June 22, 2005, July 2005, July 21, 2005, January 24, 2006, March 5, 2008,
and October 31, 2008 (collectively, the "Agreement").
For good and valuable consideration, the receipt and sufficiency of which are hereby
mutually acknowledged, City and ARMC hereby agree that the Agreement is amended as
follows:
A. Adjusted Size of Parking Facility. Notwithstanding anything to the contrary in
Recitals C and D to the Agreement or in the Fifth and Sixth Amendments to Purchase and Sale
Agreement, City and ARMC hereby acknowledge and agree that the Parking Facility shall
contain three hundred six (306) vehicular parking spaces and the Condominium Unit shall
contain one hundred forty-five (145) vehicular parking spaces.
B. Parking Facility Condominium. Notwithstanding anything to the contrary in
Section 14.4 of the Agreement, City and ARMC hereby acknowledge and agree that the right of
first refusal described in Section 14.4 of the Agreement instead shall be a right of first offer as
described in the Condominium Declaration approved by City and ARMC.
C. Modification of Section 14.5. Section 14.5 of the Agreement is hereby deleted
and replaced in its entirety with the following:
14.5 Operations. The Parking Facility shall be designed in such a
manner as to provide for a single vehicular access entrance/exit for
the joint use of City and ARMC (and their respective employees
and invitees). The Condominium Documents shall provide for
maintenance, repair, and replacement of the structural and common
elements of the Parking Facility through assessment and the
Condominium owner's association.
E. Liability for Real Estate Excise Tax. City and ARMC believe that the
conveyance of the Condominium Unit by ARMC to City is exempt from real estate excise tax
under WAC 45 8-61 A-201(1) because no consideration is to be given by City to ARMC in
exchange for the Condominium Unit, and City has confirmed the correctness of that belief with
an official of the Washington State Department of Revenue. Notwithstanding the foregoing,
City and ARMC hereby acknowledge and agree, consistent with Section 7.2.1 of the Agreement,
that City shall be liable for any real estate excise tax due in connection with the conveyance of
the Condominium Unit, including without limitation any tax, interest, and penalties, in the event
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any such tax, interest, or penalties are due in connection with the conveyance of the
Condominium Unit.
F. Approval of Condominium Documents; Description of Condominium Unit.
City and ARMC hereby acknowledge and agree that they have approved the forms of the
Condominium Documents as described in Section 14.4 of the Agreement and that the
Condominium Unit to be conveyed by ARMC to City comprises Condominium Units 4, 5, 6, 9,
11, 12, 13, 14, 19, 20, 21, 22, 27 and 29 as described in the Condominium Documents. The
Condominium Documents approved by City and ARMC include without limitation the
Condominium Documents transmitted by ARMC's counsel to City's counsel on December 13,
2009, and the November 1 1, 2009, revised version of the Condominium Survey Map and Plans.
SIGNED in duplicate original as of the date first above written.
CITY: CITY OF AUBURN
By
Peter B. Lewis, Mayor
Attest:
City Clerk
Approved as to form:
Auburn City Attorney
ARMC: AUBURN REGIONAL MEDICAL CENTER, a
Washington corporation
By
Name Title
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