HomeMy WebLinkAbout4847 RESOLUTION NO. 4 8 4 7
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 THE AUBURN LAKE
INVESTMENTS, LLC
WHEREAS, the Auburn Lake Investments, LLC, owns real property
located in the City of Auburn, Washington; and
WHEREAS, the City desires to purchase the property and the Auburn
Lake Investments, LLC, desires to sell this property at a price 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 Auburn Lake Investments, LLC for real property, which
agreement shall be in substantial conformity with the Agreement attached hereto
as Exhibit "A" and incorporated herein by this reference.
Section 2. The Mayor is hereby authorized to take such administrative
and/or procedural action as may be necessary and/or appropriate to carry out the
directives of this legislation and to accommodate the decision to purchase the
Auburn Lake Investments, LLC property, including but not limited to executing an
Amendment to the Conservation Futures Interlocal Agreement Between King
Resolution No 4847
July 26, 2012
Page 1 of 2
County and the City of Auburn for Open Space Acquisition Projects, which
Amendment shall be in substantial conformity with the Agreement attached
hereto as Exhibit "B" and incorporated herein by this reference.
Section 3. This resolution shall be in full force and effect upon passage
and signatures hereon.
Dated and Signed this U� day of R� t �� ,V 12012.
C OFY1 RN
PETER B LEWIS, MAYOR
ATTEST D /
Danielle E. Daskam, City Clerk
APP OVED A FORM:
D City Attorney'-,,--
------------------------
Resolution No. 4847
July 26, 2012
Page 2 of 2
i
AMENDMENT TO THE CONSERVATION FUTURES
INTERLOCAL COOPERATION AGREEMENT
BETWEEN KING COUNTY AND THE CITY OF AUBURN
FOR OPEN SPACE ACQUISITION PROJECTS
Preamble
The King County Council,through Ordinance 9128, has established a Conservation Futures
Levy Fund and appropriated proceeds to King County, the City of Seattle and certain suburban
cities. This amendment is entered into to provide for the allocation of additional funds made
available for open space acquisition.
THIS AMENDMENT is entered into between the CITY OF AUBURN and KING COUNTY,
and amends and attaches to and is part thereof of the existing Interlocal Cooperation Agreement
entered into between the parties on the 3rd day of October, 2005, as previously amended.
The parties agree to the following amendments:
Amendment 1. Article 1. Recitals
A paragraph is hereby added to the Recitals Section to provide for a Conservation Futures Levy
Fund allocation for the Auburn West Hill Lake Property acquisition,and hereafter reads:
o On November 9, 2011 the King County Council passed Ordinance 17232, which
appropriated a total of Three Hundred and Fifty Thousand Dollars ($350,000) in
Conservation Futures Levy proceeds to the City of Auburn for the Auburn West Hill
Lake Property Acquisition Project. On June 18, 2012 The King County Council passed
Ordinance 17345,authorizing the King County Executive to enter into an interlocal
agreement with the City of Seattle and the suburban cities for the disbursement of
Conservation Futures Funds appropriated in Ordinance 17232.
Amendment 2: Article V. Conditions of Agreement
Section 5.1 is amended to include Attachment C, which lists a 2012 Conservation Futures
Levy Allocation for the Auburn West Hill Lake Property Acquisition Project.
Amendment 3: Article VII. Responsibilities of County
The first two sentences of this article are amended to include references to Attachment C,which
lists a 2012 Conservation Futures Levy proceeds allocation for the Auburn West Hill Lake
Property Acquisition Project:
Amendment C
Annual CI`r Interlocal Auburn-King County
2012 CF r proceeds
1
i
Subject to the terms of this agreement,the County will provide Conservation
Futures Levy Funds in the amounts shown in Attachments A through C,to be
used for the Projects listed in Attachments A through C. The City may request
additional funds;however, the County has no obligation to provide funds to the
City for the Projects in excess of the total amounts shown in Attachments A
through C. The County assumes no obligation for the future support of the
Projects described herein except as expressly set forth in this agreement.
AMENDMENT 4: Attachment C
The Attachments to the interlocal agreement are hereby amended by adding Attachment C,
which is hereby attached to the interlocal agreement, incorporated therein and made a part
thereof.
In all other respects, the terms, conditions, duties and obligations of both parties shall remain the
same as agreed to in the Interlocal Cooperation Agreement as previously amended.
This document shall be attached to the existing Interlocal Cooperation Agreement.
IN WITNESS WHEREOF, authorized representatives of the parties hereto have signed their
names in the spaces set forth below•
KIN OUNTY CI
go Constan ' Peter ewis
Ding County Executive Mayor, City of Auburn
ate: ZG( Z Date o do/ L
Acting n /rthe hority
of Acting under the authority of
Ordinance: 17345 -Ordinanoo-: &s,4e-7 %rrw
I
Approved as to form: Approved
�r-Dan terbeg Heid
��— —
0 KingcCounty Prosecuting Attorney City Attorney
Amendment C
Annual CF r hdedocal Auburn-King County
2012 CF"r proceeds
2
i
ATTACHMENT C
2012 CONSERVATION FUTURES LEVY
CITY OF AUBURN ALLOCATION
Jurisdiction Project Allocation
Auburn Auburn West Hill Lake Property $ 350,000
TOTAL $350,000
Project Description:
The goal of this project is to purchase two open space parcels totaling 9.2 acres around a small
lake in West Hill Auburn. The project is located near the intersection of 321st Street South and
53th Avenue South in northwest Auburn. The project will enhance and maintain wildlife habitat
and provide interpretive and educational opportunities in the newly annexed West Hill portion of
Auburn.
City of Auburn—Auburn West Hill Lake Property $ 350,000
I
Amendment C
Annual CFr Interlocal Auburn-King County
2012 CFT proceeds
3
EXHIBIT"A"
PURCIIASE AND SALE ACIIREMENT
This PURCHASE AND SALE AUREEMENT("A men")is entered into by and belwecn the
CITY OF AUBURN, a Washington municipal corporation ("Pntchwcr"), and Aubum Lake
m
Invosimcv I,ILC.a Washington limited liability corporation("Scller"),cffcctivc May T)sF,.@("R(fcclive
Uatc').
RUM ALS OF FACT
A. Seller owns cemmn mill properly in the City of Auburn, King County, Washington(the
9'mperty"I,more particularly described in bAubil A attached hereto.
R Vinchaeer desire% b) purchase the Property, as bcrei aflcr defined, because of its
conservatinn and open space values
C Scller acknowledges that upon acquisition of the Property,Purchaser shall be free to use
and/or dispose of dm Prolwny ie uny manner Purchaser deans appropriate and that Purchaser may sell the
Properly Cur tiny price Purolnwr dean,appropriate to any subscquonr Purchaser.
D. Seller desires to sell the Property to Purchaser, end Pumhosw desires to pumhaso the
Prolwny Rum Selicr oa the arms And cundnlsms sel forth In this Agree,,,,[.
NOW TIIGRIWORL unending to he legally hand,for gond nod valuable cuusldemtion,including Inc
mutual(m cmuus mat promises of the panics,the adcgoncy and t.^celpl of which is hereby acknowledged,
the par11a4 agree as follows
1 JiE itch. I(ccnals of Fucl A through D above are true and cnrmcl and are hereby adopted
as purl of this Agreement
+. lopydty. I he Property subjeel m Ihis Agrecmmint consists of all of the following:
(a) Tlmt curtain undevaluped real property in King County, Washington, more
pneicuhnrly described in ISxhibil A alinehed hereto.
(b) All of Scller s rights, privileges nod casements appuncnan to The Property,
including without limitation all minerals,oil,gas and uthcr hydrocarbon substances on the Property,all
development rights.air rights water,water rights And water stock reining to the Property,and any and all
casements, rights-of-way and ullrcr appetananas used in cdsnncttian with the bencticinl use nod
egluymcm of dw 1""pony
(c) Seller moke>uo represcnbuious or wrurtintiot to Pnnchuser at to the size of Ihu
Yropmry, dtc nncn,foa +r haundary linva, x W whmhe, SOW, awn tiny on dhc righb, Vnvikgca ,vet
oawtneas d"Cdi,d a1 suhwct un,(h)nibave.
). pnechnre scllcr shall soil and convey the Vmlerty to Purabasa, and Purchaser shall
pudbaiv dm Pr ssny from Seller.on the emu,covenants and conditions wt forth in this Agrccmonl.
Pumbaser acknowledges that prior to Closing, as durumd bvinw, Purohaser shall hnva inspected tire
Property. Pumbuip r will be purchasing the Vtoperty in its present physicol eomiltioa, 'As Is," As of rho
Erfsetive Dart,Purchxtar agrcrt that gelter ha%made no ropre3Mtations or wanantlw M agraemolna of
any kind or mare regarding the Property,except fur the sxprws warranties eonmined in this Agraornent.
PURCIIASRR ACKNOWL.FDOR.S PURCHASER IS FAMILIAR WITH TIM PROPERTY
PIIRCIIASL''AND SAI.ti AGRC6MliN'I I
(Inn W WetarlN rl(X]n00100I0W n1
HAS INVI;S'1'IOA"I'I:U SAME, AND HAS III:I:N PROVIDED WITH AINATIONAL
OPPORTUNITIES TO INVESTIGATE Tl1E PROPERTY PURCHAUR
ACKNOWLEDGES AND AGREES TIIA'f PURCHASER IS RELYING SOLELY ON
PURCIIASEWS INSPECTION AND INVESTIGATION OF TIIr PROPERTY, AND
ACCT PI'S Till: PROPERTY "AS IS. WHERE I5" IN I TS PRESENT CONDITION WITH
NO WARRANTIES 01: ANY KIND, EXPRESS Olt IMPLIED, 1:11'l1ER ORAL Olt '
Will'f'I'L'N, MAUI: BY SELLER Olt ANY FMPI.OYEE AGENT Oft REPRESENTATIVE
OF SEIII.lat WITH RESPECT TO Tllh PHYSICAL CONDITION OF T1113. PROPERTY
PURCI IAS1:R SIIALI. IIAVF Dr1T'.RMINI:D TO PURCHASER'S SATISFACTION PRIOR
'f0 CLOSING. TIIAT 'Pill: PROPERTY (AN Ill; USED FOR THE 1'ORPOSES
PURCIIASHt INTENDS. PURCHASER AC'KNOWLIiDGES AND AGREFS TIIAT
NfATI11:R SELLER NOR SM-LER'S AOI:NT IIAVI: MADE, AND DO NOI' MAKE: ANY
IWIRESEN'I'A1IONS Olt WARRANI'II:S OF ANY KIND 09 CHARACTER
WHATSOFVI:R, WHIrfHlilt IWIRESS OR IMIILIED, W11.11 RESPECT 1'O 'fllli
HABITABILITY 11"NANTA111LITY Olt SUITABILITY FOR COMMERCIAL Olt
RESIDIXI'JAL PURPOSES, MERCHANTABILITY. ZONING, POTENTIAL LIST: OF THR
PROPER'T'Y, Olt P11•NRSS FOR A PAR'T'ICULAR PURPOSE OF 'PIM PROPER-1'Y, OR
Till- PRESENCE Olt ABSENCE OF ANY IIA7.ARDOUS SUBSTANCES, WASTE'S Olt
MATFRIA1 S AS DEFINED BY STATH FIN)FRAI, OR LOCAL LAW, ALL OF WHICH
WARRAN'fIFS SELLI:R III:RI:BY EXPRESSLY DISCLAIMS.
4. I'Igchase Pulmum�1 Apin isl .
A.I. [e0uunl. Thu purchase price("Iarrchasg_!'ljic")1'ur the I'ropedy shall be)'our
I lundred'l hid)••Fisc 1 hnusnnrl Uoilnrs(5-035,000.00 USD),pnwidcA the I'nlr mnrkcl value ns cslahlishul
by it thin)-party hlAI certified appraisal, and it rcvic%v appraisal (collectively, the "Appraisul"), both
uunducted according to Uniform Standards of Profcsslsnml Appraisal Practice and Unifunn Appraisal
Standards for Federul Land Acquisition(or Yellow (look)or any other standard required by a Riuding
entity, ordered by Purchaser at its solo cost and expense. Is no loss Ihnn $435,000.00. Purchaser shall
promptly provide Seller with a copy of the Appraisal(certified and review appraisals)upon Purchaser's
receipt thercoC It is provided.hmvcvur,that in the event that the fair market value as tletennlned by the
Apprniud is less flum$435,000,the parties shall not be bound by this Purchase and Sale Agreement.
4.2. EN'!ggnl• Purchaser shall pay Seller the Purchnsu Pricu ul Closing
4.3 Footled MwWy. Upon oxeculion of This Agrccuwnl,Ilurchascr shall execute and
deposit with Ticur title, 131Ut SR 240" tit. !)110, Kan, WA 98031 ([be "liscrow Ilolder" or "'I'itlu
company"), till uriginnl pnnnissory note (tile 'Note") in favor of Seller in the nnsount or Twonly-One
lLmlanuA Sovcn I Iaurlrcel PI Oy Dnllnrs(521,7$0.00)in Thu fnnn nllncltal hcrelu ns lixhlbil C Thu Nole
sludl be duc upon clusiug and applied as partial payment of Inc purchase Price. Provided That Purchaser
is not in deli oll under the torms of this Agrcanunt, the Note shrill In volumed or refunded to Purchaser
unless all ul'Ihnchnscr's cmuliticns in this Agrccman me snlislicd. IN 'I'i lli EVEN"I' I'URCIIASIeR
PAILS, WI1110111 LEGAL EXCUSE, TO COMPLR'I'R 'fill; PURCIIASI: 01' THE PROPERTY
PAYMENT ON THE NOTE SIIALI.01:MADWI'O SELLER AS LIQUIDATED DAMAGES AS'H IF
SOLI; AND EXCLUSIVE REMEDY AVAR.ABI.I:'1'O SEI.I.Elt. PurvIlmur nand Scllcr ogrcc that the
liquidated damages represwn a rensunuble sum cunsiduring till of Thu ciromnstnuces existing On the'Into
of this Agreement and royroscnl a ralsunnblc cSlinmtc of Ihv Insscs(lint Scllcr will incur if I'urcluu'cr foils
I'Llltt'I IASI'.AND SALh AURId'.MON I" 2
I ltd 1VlVOly)10I INN'.WWINI UTNxIIV
i
to pill chusc the Property idler all Condit imps precedent to Purchascr's perrornancc have been completely
satisfied in Puwbawr s>uie and nbsohile discrction.
S. Title.
5.1. Condition(sf Title. file shall he iusurnble by a 2006 AI:I A Uwncr's Standard
Coverage Policy in the Amount or the I'mchnse Pfico,subject(silly to the I'crmilled Iixccplions(dolined
bolow). Seller simll solisfy all neasoably and comonery requircmenls of the 'fills, Company is,
Connection with issuance of the tiflu policy(the :UIC IbJcy').
5.2, 'fiflc, I urppc Co n it�d. Seller shall promptly provide Purchnscr with it
current title insuraucu commitment issuod by Ticor Tide Company, allowing marketable title to file
Property As curronlly vested in Seller old committing h,insure such tide In Purchaser by issuance ill'Ilw
Title Policy("Cool toll
5.1. Review oft WQ. Purclu ser sbnll have twenty enloodor(20)days front the receipt
ill,[lie Commitnwul provided by Purchaser to notify Seller in writing of tiny objection Purchaser, In its
sole discretion, Imry have to nay exceptions shmvm nn the Comnitmn in ("Title Objections"). General
bAxcs title liter Clmsiug and those exceptions disclosed in the Commitment (his( Porchiver does not
41kaplrove, land these exc'e'ptions listed on Exhibil II Constitute permitted oxfcpdUns ("Pennine
Iixccplifins'). mnrchawr s liailurc to provide written nuticc in Accordance with this Section constitutes
I;urvInanser Acceptance of till conditions ern tide to the 11tolimy("Allowed lxceptions"). Within toil(10)
calendar days of Seller s roccipl of Purchaser's written notice,Suffer shall provide Purchnscr wllh written
notice of the exceptions in I'luchnror's Title Objections that Seller agrees to rennovc. Scller's failure to
provide w hica notice in oceordanw with this Section constitutes Seller's rejoclion of I'urclmser's Title
Objections and)hichnscr shalt then hove live(5)cnfondnr flays to provide Seller with written notice of
Ierntinalion of this Agmcnteat. Purchaser's Whirls to provide wriuon notice of lenninntion In accordance
with this Section shall eonslllote Pumhaser's miniver of all Title Objections('Allowed FA"plions'). To
fine extent Seller bus Actual knowledge,Sclter shali notify Purchnscr of any liens, lenses,encumbrances,
casements, resuielions, crnnditions, covenants, rights-ofway and other natters nllccling title to the
I'unpcty flat(toe created sold which may appear of record or be revealed by survey or ulhemise offer the
,Into of the Cononihncm bot before the Closing(collectively, "In1cLYS_LPg.LKF4Piions'). Purchnser's
Objections anti Seller s response to Purchaser's Objections shod lie subject to the same requirements as
the exceptions included under(lac original C.onuniuncut.
5A Seller is aware that persons have used Ile Properly lot recreational purposes
during lac poriod of Seller's ownership or the Property. 11 Is Porclesei s duty lu assess (his lino Acid
detcrutine wholler it impacts Purchaser's desired use f'or list proputly.
6. 'urcllnwr's C_(rnA'uons I'mmkill. Purellnse s obligation with respect to this Porchasc
and Salo Agreement mud purchnsc o(lhe Property and tam Closing oc subject to fulfillment office specific
and guttural conditions precedent ("I'0idlasct3.Sstgdill4p9_PtccfdSmP') doseribcd Wow, ar wapvcr
Ihoreof by Purchnscr,not Icier than the dmo specified in Section 7.4.
6.1 Conditions within Purebuser's Sole And Ab.alou Discretion. Purchaser's
obligations will% respuc( to this Purchase and Sale Agreement and purchase of Iho Property, and the
Cloning are subject la I'ulfilhncu of the fnllowing specific conditions precedent,with Iho detennionfloo of
whether suoh conditions me satisfied In Purchaser's sole and nbsolme discrolion:
pp Appraisal. I'urclm er ob(Ainiag,ill its Soto cost end expense,ern npprnlsnl
of the Property in limn,ena(snl list,[sna6ntuncc.mis(actory In Purchnscr porsuunl to Soutiet 4A.
1'UIIC'11ASli ANU SALP.AOItGHxIIiN'I' 7
(IAA\YWAIV714I IMX',3VMn0 01WDIt1
i
(h) Site noes i aljpg. Purchascr performhng an Investigation of the Property
under Section 7 herein, tit Purchnser's sole cost and expense, Including but not limited to a Phase I i
Environmental Assessment and Phase 11 Assessment if necessary, resulting in Purchaser's satisfaction
with the condition of the Property,(he suitability or the Property for Purchoser's intended uses and the
feasibility of this transaction in Purchaser's solo and absolute discretion. Purchaser shall promptly
provide Setter widt copies or any and all site investigation reports, including but not limited to Phase I I
Environmental Assessments and Phnso it Assessments,upon Purchaser's receipt of such reports.
(c) )J1lo 1LqNg. Purchaser straining financing for the Property in on amount
sufficient to pay the Purchase Price in full on Closing and otherwise on terms and conditions acceptable
to Purchaser in Purchaser's sole and nbsolulc diverelion.
(d) City.Council Applpyal. Purchaser obtaining formal authorization from
the City of Auburn City Council to consummate the purchase and snlo of the Property contemplated by
this Agreement.
6.2. liaeral Conditions. Purchaser's obligations with respect to this Purchase and
Sole Agrecmcm and purchase of tho Property and the Closing are subject to Ri fillmonl of the general
conditions precedent ("Purchascr f.Condit1011a Preeedeat") described below, or waiver thereof by
Purchaser,not later than the dale specified in Section 7.4.
(a) Title Poli4y. All requirements set forth in the Commitment shall have
been satisfied or waivod by the Title Company and the Title Company shall be proposed to issue the Title
Policy ns described in Section 5.
(b) MQ l oriulg. No ratssessmont,reclassification,rononing or other change
in judicial or odminishAlive decision or proceedings(including amendments and modifications of any of
the foregoing)pending or proposed In be imposed by any governmental or quasi-governmental authority
or any public or private utility,havingjurisdiction over the Piopcnty shall have occurred,
(c) 4(mia2:Survey. 'rherc ore no existing violations of zoning ordinances or
othur Imes, ordinances or restrictions applicable to the Property; there, Arc no encroachments upon the
Property;and there ere no other matters orsurvay that,in Purchaser's solo discretion after examination of
a satvey of the Property,would nri'ocl Purchaser's intendod uses and purposes.
(d) No Notices. Seller has not received actual written notice from any j
governmental authority that existing uses or the Property arc not in full compliance with all applicable !
zoning Imes (and applicable variances) and tiny other local, municipal, regional, sate or federal
roquircmcnts or 11181 1110 improventena on the Property do not comply with all applicable building,safety,
huahh,wring,environmental,subdivision and other laws,ordinances and regulations.
(c) tyl_Beliwt.. nr PrOet[fdLng� There is no action, preccoding or
investigation,whether in the nature of eminent dOMAhl or otherwise,pending or threatened with respect to
the title,ownership,maintenance,use or operation of the Properly.
M Nit)-Lirvlronmcmal Violl to ions• The Property is not in violation of any
Metal.aisle or local law,ordinance or regulation relating to Industrial hygiene or to tiro environmental
conditions on, under, above or about the Property, including but not limited to soil And groundwater
conditions.
PURCHASE.AND SALE AUIIEEMENT 4
(nAwwat921e4 ark 2Q11020 02000tt)
W ItelarysciffaipjI& WnrrflP}IC+and Coveoatls of Skl1er, Seller shall have
performed cacti find every agreement to be perfonacd by Seller under this Agreement, and Seller's
represen lotions and warraties ill this Agreement shall be Inw and correct ns of Ile Closing.
t
(h) NO Advg1f!kSI ygga. As of the Closing, there shrill have been no 1
adverse change in the physical condition of to Property lion,Ihu little of this Agreement. I
(i) Sgler's 1>.41iv�[i45•
Seller shut] have delivered each of the hams
described in Section 7.1 t,purchaser Section 9.1 to T+crow bolder.
0) No Scllcr IhphlSfpP If many time prior to Closing,if)Iliac shall he
liled against or by Seller it petition in bankruptcy or insolvency or a petition seeking to effect ally plan or
other arrangement with e'nedilur5 of seeking the appointment of a receiver and Iho sane is not discharged
or dismissed belone Closing (ii)if receiver or liquidator is appointed for fill or substnnliully utI of Seller's
property,(iii)Seller nmkes an msiginnom for the benefit of creditors or Inkos any other similar fiction for
the henulil or protection of creditors, then Purchnscr shall have the right, in its sole unit aleolule
d,scrcliuu and in lak iliou to all other nineties available u. Purchnsur pursue i to this Agreement or at
law or it,equity,to cancel and to u,ivatc this Agreemenl after which the Note or Deposit shall tic returned
In Purchaser and neither party shall have filly further rights or obligations under this Agreement,
6.3. Benefit of 1'urvhnser. 'I'hc Purclmser's Conditions Precedent are solely for the
benefit of Purchaser and omy fill waived Only in writing by Purchaser. Purchaser shell at nil limes have
fire right to waive any condition. The waiver by Purchaser of any condition to any specific circumstances
shall nol be n waiver of such condition with respect to any other choumslances or a wetver orally other
condition and shall not relieve Seller of any liability or obligation with respect to tiny representation,
warmly,covenant or agreement of Seller,unless the waiver expressly so provide.
6.A. Urninntion. If fifty I'urehaseFs Condition Precedent is not timely 4dfilled and
is not uvived by Purchaser, Pnrchnver may tennionle this Agrcennent by written notice to Seller and
Escrow Holder shall,it Purchnscr so instructs,return to Iho parties all limits And documents deposited by
lheur,respectively,into Escrow.
7 Ilk eslig000ll ui iic Property.
7.1 Purclut fir SvIba's1iiiii4l Dcliwiics. With this Agreement,Seller lilts delivered
tin Purchase to form included in Exhibit U in acco deice with ltcviscd Code of Washington 64.06.015
("Seller's Disclosure Documentation"). 11'requested, Seller will promptly provide to Purchaser other
materials to life extent currently in actual possession of Seller concurning the Proporly, that Purchaser
dooms necessary to evaluate Ile Property completely(including, without limitation,had use feasibility
analysis•weiland delineation,fill surveys and reps).
7.2. ).ditty. Without limiting fifty other rights of Pumbascr under this Agreement,as
of the Fff clive Dote,f4nchaser and Purchner's agents and employees shall have the right lu conduct site
visits for appraisal and appraisals soils, engineering, envirsnnnm lal and other testing purposes at the
Properly fit Purchasur's sole expense. Seller agrees to cooperate with fifty such investigations,
inspections. fir studies on do by or at Put chaser's direction. 71to oxcrcisc by Purchnscr of any of the
preceding rights at mry(ill to r act of Purchaser ahnII not negate fifty repre0¢nlnttell,warranty or covcnnnl of
Seller,or modify way of Purehnser's rights or Seller's obligations in the event orally brunch by Seller of
any of its representations,warranties or covenants under this Agreement. Purchaser shrill indemnify and
hold Seller harmless from tiny and fill damages• expense, lino or claims (including attorneys' tees)
1't IROIASP.ANDSAI.P.Ali RUMEN 5
pnA W 6'014)10 r IXx'.]UW7002000a1
i
Arising from Purchaser's nogligeneo in exorcise of Its rights hereunder or failure to pity third parties;and
(he provisions of this indemnity shall survive termination of this Agreement.
7.3. Environmental Assessment. Purchaser may obtain such environmental
nssessmenls of the Property as Purchaser deems appropriate snit shall promptly provide Seller with full
and complete copies thereof upon Puchnser's receipt.
7.4. Period for Invcgl' i r. Closing of this transaction is conditioned on
Purchns is satisfaction with the Property, the suitability of the Property for Purcbasor's intended uses
and the feasibility of this transaction to Pureimser's sole sad absolute discretion. Purchaser shall have no
more than sixty(60)days from the Effectivo bale to conduct its investigation(the"Conlinayngy Period").
provided that if the rosulls of the Phase 1 Environmental Site Assessment Identify the neod to conduct n
Phase H Environmental Silo Assessment,the Seller shall agree without protest loan additional ninety(90)
days fur completion by tbo City or its conimclod agent ot'Ihe Phase 11 Environmental Silo Assessment. If
Purchuser fails to notify, Seller in writing that this condition is satisfied or waived prior to 5:00 p.m,
Pacific Tlmo oil the final day of the Contingency Porlod,than Purchaser shall be deemed satisfied with
the Properly and this condition shall be svnnived. If Purchaser terminates this agreement as provided under
this Section and,provided Purchaser is lint otherwise in default under this Agreement,then the Deposit,
plus interest,shall be returned to Purchaser and,except as provided In Section 7.2,neither party shall be
suhjecm to a claim by the other for damages of soy kind with respect Ie this Agreemen or Purchaser's
attempt to purchase Ilia Properly.
R. Scljpr's Oblgmions. Before the Clusing Seller shall,al Its sole cxpenso;
R.I. Promptly notify Purchaser upon receiving actual wrillen notice of ally fact or
event that would make any of the representations or warranties of Seller contained In this Agreement
untrue or misleading in any material respect or that would cause Seller to be In violation of any of its
covenants or other obligations hereunder.
8.2. Prmnplly notify Purchaser upon receiving actual written notice orally claim or
pending litigation uRecling the Property,or notice of any event,transaction,or occurrence before Closing
that would materially adversely street the Property or tiny part thereof.
8.1. Maintain the Property in good order,condition and repair,and otherwise operalu
the Property and maintain its business records in the same mnnncr as before the making of this
Agreement,ilia<nme a+though Seller were retaining the Property.
9. y Iry r' i14_Lscrow Holdcr.
9,1, liy,�gl(cr. Seller shall deliver or cause to be delivered to Escrow holder ml or
prior to(tic Closing We (lie foliuwing items, the delivery of each of which shall be a Condition to Ilia
perlbrmance by Purchaser of Its obligations tinder this Agreement;
(o) 2oA. A statutory warranty,deed,in reasonable four and substance duly
caceuted and acknowledged by Seller (the "pQ"), conveying to purchaser indefeasible good and
marketable fee. simple title to Ilia Property, free and clear of all liens, encumbrances, restrictions and
casements,except only Ilia Permitted Exceptions in ilia form attached hereto as Exhibit"E"
(b) PIMP"I'A nffgPYL1. A cenifmcmc in fours and substance acceptable tat
Pwchasvr and its counsel,duly execuicd by Seller,evidencing ilia(Seller is exempt from the withholding
requirements of SecOun 1445 ot'tlre Internal Revenue Codc.
PURCI IASI:AND SAI.C.ArRCfMBNT 6
p1AwW01921bl ntx'.rvawe.aaoomu
i
M AJJA__ 'dnvits. Any n0idnvits, ccnifications or instruments,
inchlding tiny lien a0idavils or mechanic's lien indemnifications, duly executed slid acknowledged by
Scllcr,as rcawnably may be required by the Title Company to order to issue the Tille Policy.
(d) Tills InsurPnce Policy. 'I be'Pinto Insurance policy in cludimnatcc will]
Section 5
(e) (ertificalm or a lHILIIy Suci cellificnles as lire necessary or requirell
by 1111rchnscr ur the Title Cungmuy ai evidence the nuthurily of Seller and its signatories to execute the
instruments to be executed by Seller in ennncclion will this transaction,and evidence that Ihu uxeculiou
of such instnnncnls is the official act and decd of Seller.
(g) )Sg_cisc,Tnx Affidavit. A real eslnle excise tax affidavit signed by Seller
ur its agent.
7.2. liy I't¢c_bris(. Purchaser shnll deliver or ellipse to be deliverud In liscaow Holder
on or before the Closing Date lite following items,ate delivery o1•each of which shall be it cuudilion to
line)wrformnace by Seller or ils obligations under this Agrceumnl:
(n) Puldi g-Price. Cns11 by federal funds,wire transfer or cashier's cheek
in Ilse noomoll necessary lip pay the Purchase Price and Purchaser's share ul'uloving culls and prunnions.
10. Chose n(VI:row.
10.1. Tiam 'I"he claw of escrow(lie ' osing")shall occur within ninety(90)days
iron the linective Date strolls ngrcenwnt(Ihu 'Closhwft Dal Q"),at the olliccs of Escrow Holder;provided,
however,Ihnt Wit I'hasc II Assessment is required)ncr Paragraph 6.I(b)above,Closing shall occur within
one hundred and Ivveaty(120)days urilic liffectivu Dale of this agreement. Whon the Title Company Is
in n position 1c, ilea the '1 ille Policy and all documents and funds have been deposited with Escrow
I lolder.Escrow I folder sholl immediately close escrow us provided for below. 'file While of either Seller
in Purclmscr lip be in position In close by the Closing Vale shall conslilulo it default by such pally.
10.2. Pro{vdura Iscrou•I luldvr sluJl dose Pscrow ns follows.
(a) Obtain Ills clease of the 1'ropolly liom any liens described in the
L ulmnimlen except lite peralilled FXceplions,
(b) Pay applicable real estate Inmsl''er cxciso taxes and record the Decd;
(c) Complete tae prorutions;
(d) Issue mm deliver the Tide Policy to Purchaser as opproprinlo;
(e) Deliver tiny Sher docunmds deposhud by Sullor boo liscrow to
I'urcbusrr;
(1) Dclivcr the I'mehasc Price(less Seller's closing costs)mud prorntions to i
Seller;mid
PURCHASE AND SAIA!AWILM MINT 7
IilAimaI921M Ixx"100020020001q
i
(g) Forward to Purchaser and Seller, in duplicate,a separate accounting of
all funds received And disbursed for cacti party and copies of all executed and recorded or Filed documents 1
deposited into liscrow,with such recording and filing Hato endorsed Ihorcun.
10.3. trip pnralion of_Es w n a[pelinns. This Agreement shall serve as escrow
instinct ions,and on executed dopy of this Agreement shall be deposited by Purchaser with Fscrnw,Holder
following its execution. The parties may separately or mutually execute Additional escrow instructions
provided that such additional uscrow instructions shall not change the terms of this Agreement without
mutual written agreement of the parties.
IOA• Closilig Costs and Protellain
(u) Closing Cost;. Purchaser and Seller shall each pay their own Attorneys'
fees. Purchaser Shull pay the cost of recording the Dced and one half(12)of escrow has. Sailer shall
pay real estate transfer excise taxes, one half(12) of escrow fees, and the title Insurance premium
charged by the Title Company for a standard owner's policy. If required by Purchaser, Purchaser shall
pay the edditiolal premium chnrgcd by the Title Company for extended coverage and Ilse Endorsements
and die cost of the survey
(b) 1'141PllP1L4. Sailor shall be responsible for paying real property taxes,
gencrul asscssnicros, utilities mid operating expenses Iclating to the Property through the Closing Dnte.
The portion of any special nsscssmcnis levied ngninst the Property an attributable to the time period prior
to Closing shall be paid in full by Seller. All expenses of the Propony,including but not limited to,real
property taxes,runts,utility charges,amounts payable older contracts,annual pomnits and other expenses
normal to ownership,list,operation and maintenance of the Property shall be prorated as of 12:01 n.m.oil
the Closing Date.
10.5. eiggjq$1op. Possession of the Properly shall be delivered to Purchnser upon
Closing.
it. Sassblly ni'CpnJemne((011.
11.1. If there is a condemnation of all or part of(tie Property initiated before Closing,
Sailer shall promptly notify Purchaser and Purchaser shall have Ilia option for Ion(10)days Following the
,late such notice is received(a)to proceed with the Closing, in which event all condemnation proceeds
alrendy rcccived by Seller by the Closing shn))be paid to Purchaser and the right to receive such proceeds
not yet received by Seller shall be assigned to Purchaser at She Closing, or (b)to terminate this
Agreement. Unless this Agreement is terminated, Seller shall take no Action with respect to any
cundannnatiun prouce ding without the prier written consent of Purchaser,
11.2. Before Closing, the entire risk of loss or damage by casualty to the Property
however caused shall be borne and assumed by Seller.
1'4 dtcjimmiatiens.Wnrrnnties i CovgndnLY.
12.1. Se 1cr s__((@prcacnnmiol!i. W(ifr wics nod Coverall j. In addition to die
representations,warranties and covenants coi dined elsewhere in this Agreement,Seller as of the talc of
this Agreement end as of the Closing Dato makes the following representations,warranties and covenants
to the best of Sailer x nukto l knowledge,which for the purposes of this Agreement shall be deemed to he
the knowledge of the Seller:
PUliCIlAS1:ANDSALF.AGR81iMF,Nl' a
pIA W WO1923M lWC A2 021,020001%)
(a) T1(W. Seller is the sole owner of the Property. At Closing, Purchaser
will acquire the entire fee simple estate and right,title and interest in and to the Property,free and clear of
all recorded or unrecorded liens,encunibmnces,covenants,restrictions,reservations,oosements,options,
tenancies, leases, encroachments, claims or olhor matters affecting title or possession of the Property,
subject only to the Permitted Sxceptions and the Allowed Exceptions,as identified in Section 5.7 herein
above.
(b) egreementS so Transfer or Encumber. As of the Effective pale, Seller
Ims nor committed nor oblignied Itself in tiny manner whalsoever to sell,lease or encumber the Propeny
or any interest therein to oily pnrty other than Pmchaser.
(c) UjHKLjAy ,1&, No bankruptcy, Insolvency, rearrangement or similar
action involving Seller or the Properly, whother voluntary or involuntary, is pending, threatened, by a
third party,or comemptared by Seller.
(d) Lnisnlip,. There ere no pending or Ihwnlened judicial, municipal or
administrative proceedings with respect to Seller,this transaction or In any manner affecting the Property
or any portion thereof or In which Seller is or will be a party by reason of Seller's ownership of the
Property or tiny portion thereof.
(c) Notice. Seller has not received any written notices from any insurance
companies, governmental agencius or from any other parties with respect to any violations or other
manors concerning the Property
(1) Qood ,Standing nnd_I?pc t oily. Seller is a Washington limited
liability corporation duly organized, validly existing and in good standing in the Slate of Washington.
Seller has all requisite power and authority to exectue and deliver this Agreement and to carry out its
obligation hereunder and the transactions contemplated hereby. This Agreement has been, and the
decumeuls contemplated hereby will be,duly execute,]and delivered by Seller and constitute the Seller's
legal, valid and binding obligation enforceable against Seiler in aucordanco with its terms. The
cansummalion by Seller of the sale of the Propeny is nor in violation of or in conflict with nor does It
constitute a default under any tern or provision of the bylaws Seller,o•any of the temps of any agreement
or instrument to which Seller is or may be bound,or of any provision of tiny applicable law,ordinance,
rule or regulation of any governmental authority or of any provision of any applicable ordor,judgment or
decree of any court,ahilralor or governmental Authority.
(g) Lenses. Service Conlmcts_.or Other Contracts. No leases, service
contracts or other contracts are in place regarding or Matadi to the Property that,in oily material manner,
could negatively affect the purchase and sale transaction contemplated herein.
(h) MecJlauie_sl.icnt• No labor,material at services have been furnished in,
on or about the Property or any part thereof as a result of which any mechanics', laborer's or
nimerhsunca's liens or claims might arise.
(t) °rov pp CWlher Information, From the date of this Agreement to the
Closing Date,Seller will no(iry Purchaser crouch maerial event of which Seller becomes aware and that,
in the exercise of Seller's ronsonable businossjudgntcn6 adversely effects the Propeny or any part thereof
Immediately upon receiving acted knowledge orlhe occunence ul'soch event.
PUACHASLANDMUSAGREEMENT 9
tnnwwe9ls64 FN .IU09200100011)
i
12.2. liflcct of FltrsjLgiyr'e_ inspection . The offecl of the representations and
warranties made by Seller in this Agreement shall act be diminished or doomed to be waived by any
inspections,tests or investigations made by Purchaser or its agents.
123 lilt aser'n Rep s$nitglioln. Purchaser represents and warrants that as of the date
of this Agreement end as of the Closing Dale, Purchaser is n Washington municipal corporation duly
agonized, validly existing and in good standing in the State of Washington. Purchaser hits toll regnisite
Power and authority to execute and deliver this Agreement and to carry out its obligation under this
Agreement and file transactions contemplated by this Agreement. This Agroumcnt has been, and the
docunscuts contemplated by this Agreement will be, duly executed and delivered by Purchaser and
constitute the Purchaser's legal,valid and binding obligation enforceable against Purchaser in accordance
rvltlu its leans. The cousummnlion by Purchaser of the purchase orlho Property is no in viclutimn of or ill
conflict with nor dues it constitute a default under any term or provision of the bylaws of Purchaser,or
any of fire terms of any agreement or insfrumom to which Purchaser is or may be bound, or of any
provision of any applicable law,ordinance, rule or regulation of any govommcatal authority or of any
provision of any applicable order,judgment or decree of any court,arbitrator or govulamontel authority
Purchaser engages in the purchase of real property in the normal course of Purchasers operations and is n
so phisricatcd Purchaser with the requisite expert ise to evaluate property that Purchaser intends to acquire.
This Agreement has afforded Purchaser with sufficient opportunity to inspect the Property,Purchaser has
fully utiliccd this opportunity,and Purchaser is salisfiest with the condition ofthe Property,and is buying
it"as-is, with all I'xulls known or unknown
13. Fovirotpi)calill Con alianco. hl addition to nod without limiting Sections 13 and 17
Soller warrants,represents,covenants and agrees that to the best of Seller's notunl knowledge:
13.1. 11ll7e _p.45 Sub., wees. Seller has not used,generated,mmnuractured, produced,
stored, toluased, discharged or disposed of on, under, above or about live Property (or off-silo of the
Properly Ihnl might affect Ilse Property)or tr osported to or final Iho Property,any Hazardous Substance,
as dulined below,or allowed any other person or entity to do so, Seiler has no knowledge nor has Seller
observed any questionable practice or conduct indicating that any Hazardous Subslnnca has been used,
Screwed, manufactured, produced, stored, rolensed, discharged or disposed of on, under or above
Property(or off-site of the Property that might affect the Properly)or transported to or flvm the Property
by any entity,firm or person,or from any source whatsoever.
13.2. Irre-closing Covenant. Seller will not use,generate,mane foci tire,produce,store,
release, discharge or dispose of on,under, above or abort the Property(tor off-site of the Property that
might affect the Properly),or transport to or front the Property,tiny Hazardous Substance or authorize any
other person or entity to de so,prior to the closing.
13.3. l nAkVnmemai Indemnify. Seller shall protect, indonmiy, hold harmless and
defend Purchaser unit its directors, ofticurs, contractors, employees, agents, parents, subsidinrio%
successors and assigns frons and against any and all loss, damage, cost, expense or liability(including
attorneys' fees and costs) directly or indirectly arising out of or attributable to a breach of any
representation, woranty covuuaat or agreement contained in this Section including, without limitation,
(a)all coosequeaial damages, slid (b)nhe costa of any required or necessary repairs, cleanup or
dutoxificotinn of ilia Property and file preparation and implementation of any closure,remedial or other
required plans. This indenuJly does not apply to actions of Purchaser, its agents or independent
cordrucfnrs.
13.4. ,t?4)jlilinoy. 'Ilia form °i ¢nLlop3_�yi!atflR£4" inuludas without limitation
(a)those sabsiancex included within the derinitions of"ho mrdous sollmanocs", "hazardous materials'
PIIRCIIASE AND SALE AGREEMENT 10
n15Wwowa3W xX.2Vemuaieealrl
i
"toxic subsmnced 1,11n41rdous wastes or 'solid waste in tiny IinviroumeNul lnv, as defined bclmv;
(b)pctroicom products unit petroleum byproducts; (c)pulychloriuewd biphunyls; hill] (d)chlorinated
.solvents. 'tile Iclm "HoviromagjdOt ,olY" includes silly federal, state, municipal or local law, sbdute,
ordinance,regi lotion,order or ride pertaining In Iuenllh, industrial hygiene, city ironnenot conditions or
bnrardoui.subslanucs.
14, Indemnification.
14.1 Seller;_ Hint opily. Seller Shull pay, protect, defend, indemnify and 110111
Noel o,cr still iii mccssorl And nxsigns hnunlcss front and ngainsl tiny And till loss,liability,dannga nncl
expeow suffered ar incurred by reason of(a)the breach orally representation,warranty or ngrcnnonl of
Seller set Perth in this Agrecmonl (b)the failure of Seller to perform any obligation required by this
Agreement to be perl'onncd by Seller, (c)the ownership,maintenance,and/or oposhlion of Ile Property
by Seller prior to de Closing,sill in conformance with psis Agreement or(d)any hijurics to persons or
property Flom any cnuw oucusioncd in whole or in poll by any aces or emissions of the Seller, its
represonlAives,cmpinycs,s,contractor or suppliers thud occumcd before Closing. Seller shall dofcnd tiny
claim covered by this indemo ly using counsel reasonably acceptable to Purchaser
141 Purefusor s hot•n❑i Parch iser shall pay,protect,defend,indemnify nod field
Seller And iii sucn•wou And nssigm Imun less Isom And against mry And nil loss, liability, dmmngc Anil
expesno sulleml of incurred by reason of(a) the ownership, mnlutenmec, and/or operation or the
ISupurty aller Ckmiug by Porchuur or(it)any igjuries to persons or propony tram tiny cause occasioned
in whole or in pain by tiny nets or nmisiioni of tho Purchaser,its representatives,nnployces,conimctor or
suppliers that occurred lefnrc Closing retntcd hn Purchuscr's due diligence conducted tit the Property.
Purchaser shills defend any claim covered by this indemnity using cumsct rensumubly ncceptabic to Seller.
The covenants, Agreements,representations sold warranties nestle in this Section
sbnll survive the(:losing unimpaired And shall not merge into the Decd and the rccordntion thereof.
15. j plirc Ayy@jliull. 'Phis Agreement contains the entire integrated agreement of the
parties, including nil of the covenats And conditions between the parties with respeM to Ilse subjccl
toaster of(Isis Agnanenl,and supersedcs nil prior cormspoodoncc,ngrcomans And undersladings, both
verl,d and written. No Addition or ale(filieAtlee 01''Illy tens or provision of this Agreement shall be
effcc(ive unless set IiMh in writing and signed by Seller and 11urehnser. '['lie parlles do not intend to
coalir any benclil under this Agrement to Any person,fort o corporntion other than the panics.
16. DcOul](;Ruigcdics
141 tipyil'c 1'erfijrnjuer; 'ibis Agrccment pennins to the conveyance of real
ptnpeny, the unique naturo of which is lenity, acknowledged by the panics. Consequently, if Scllcr
breaches or dul'aulls under (Ills Agrconenl or any of lire reprosaahmians, %varsities, terms, covenants,
conditions or provisions hereof, Purchasur sbnll have, in addiliou to a claim for dannges for such breach
or Aeloult, And in addition and wilin it prejudice to Any other right or remedy Available under this
Agreement or at Inv or in equity, the right (a) to specific perfomunco of this Agrccment; or (b)to
Icnninale this Agroouenl upon written Italics,svlhuna liability to Seller.
16.2 I.Imitation on Damages. Nuhvithstanding Anything In the contrary herein, ill no
event shatI Seiler be liable to Purchasur liar money damages in excess of 325,000.
I'tja(:f IASI:AND SAIA A(il(P:IIAIP1,11 I1
puwwAm oil IN x'nQM wnooA)
i
17 Nulices. All written notices roquirod to be given pursuant to the terms hereof shall he
either delivered personally or deposited in the United Stales mail,ccrtitled mail,return receipt requested,
postage prolmid and addressed to the addrosscs listed below with topics to the parties listed after such
address.
SELLER:
Tire Auburn Lake Investments LLC
John Walker 13549 Maryanne Rd.NH
IJainbridgc island,WA 98110
8mail nanannwalk@cmLoom
Wilt copy to:
Nrina A. Walker
Ogden Murphy Wallace I11,I.0
I I•ifth Street,Suite 200
Wcnalchee,WA 98801
Email bwalkor @)omwlnw.cmn
PURCI IASER:
The City of Auburn
25 W Main Sbrocl
Aubum,WA 98001
Attn: Kevin H.Snyder.AICP,Planning and Development Director
Firmil-janyde i r mvn.aov
The fnrugoing addresser may be changed by written notice to the other party as provided heroin. Mailed
notice properly given shall be deemed received three(3)days aoer deposit in the mail;provided a copy of
the notice Is also emsilcd to the cmflil addresses set forth above.
Is. l'alliqlItlyttlitl4y. If any tenor or provision of this Agrcen ent or the sppllcation thereof to
tiny person or circumstance shall, to any extent be invalid or unenforceablo, the remainder of this
Agrcensenl,or the application of such turar or prevision to persons or circumstances other than those as to
which It is held invalid or unenforceable,shall not be affected thereby;and each such terns and provision
of this Agreement shall be valid and be enforced to the fullest oxiem permitted by law,
19. Wniv-W_ NO waive 0f any trench of any covenant or provision in this Agreement shall
be deemed a waiver of any preceding or succeeding(mach thereof,or of any other covenant or provision
in this Agreement. No extension of time for performance or any obligation or act shall be deemed an
extension orthe time for performance of nay other obligation or not.
20. Colsirnction Captions am solely rot the convenieneo of the parties and are not a part of
this Agreement. This Agreement shall not he cotstmed as if it had been prepared by one of the parties,
but rather as rf both parties had propared it. If the dntc on which purchaser or Sellcr is required to take
any action under tiro terms of Ihis Agrcemenl is not a husimesa day,the action shall be token on tiro next
succeeding business day.
21 Time "111110 is of the essence of every provision of this Agrcemenl.
PURCHASE AND SALE MISEEMLNr 12
IIIAW WO191164.DUC:2UU02O.e1WUlq
i
2' 1 urce .\jpls'arc I'crfouuunce h) SCIIc1 ar Potcha.n of their obligations under Ibis
Agracnleul shall lie c1WIoJI l h) the lwiotl of delay calsed by force Innjewo. I orec mjeuro Is svar.
natural camsuophe,elrikcs,milkools or other labor industrial disturbnncc,order of any government,coun
or rcggialot) body having jurlWklian,51101Ugcs,blMkndC,cnlhnrgn,riot,civil dleurict,ur any similar
cause beyond the remonnblc control of Ilse)any who is obligated Io render perloonnnce(bit(excluding
filancinl)nab)lity'to I\erfnml,ho%wvcr Caused).
73. Sureawrx the Iann..caadilions and cuvennots vnnlnined in this Agrecmenl shall In
hindmg upuo and sImll inure In the Iwrleht uflhe snttcsons nod assigns of Um panics hcrau.
DI. APpliIahle LA's lhls Agreement shall IN' gnvcnad b) the Inc of Ihu Suur nl
W a\hrnplon VPmc fro II"IImYY uudcr this Alomn.ol 601 he ul('hctno(aunty.
11 hall:!omn\ 1 mKt\alma 1111Illea Al NpplYldp Agreentcnl !tart lic,lilowe Uto,vtmill.
M....Od Kag: f nnuly u:yuuc il, upnu Closing, P...okum Judl rccupl au Ihv Propon) a Conwrvuliou
I utums Swomddup Agrccntcnt nod IMslncu re 1 uvuamn to hr held Ip K ing L auuly,in accurdmice widt
Ilse l ogles uI II.Cir l'otowrallou i'allneY limdior,pu\go ul
I
7(r. b. obils All Exluhits rckrcnccd herein arc hereby ineorlwaled into Ibis Agreement
27 S:I'jLllcpans. Iliis Agmcnleul may he exccowd m one .I more anuderlNn.. au) mw
al'whiclt shall be devaNVl un anginal In}"�„s(I.
A9ndo nod cnlmd into cl feel isv May Y.7017
NFIA'Fl0
I i If.AtMKIRN LAKI.INVI:S I NII1:N'I S I.I,C
a W"'houpoik Ispel(eJ IwhJt s rynon it /
I Ilk IIIAVII(,'INA i
6Il' 16P
I'U13CIIASEW
'1'111:('Il'Y UP AU11UgN.
u Wushinvon"dtlndkaat.mr{�tiau `
Nmou (LLY
1'111/C11ASL AND SALT:AGIMFVI-N I U
IIL\M'NV IY)IM IMM'.)JM]0 a]IYplt)
i
ToPurehnsa and Sale Agreement Between the
City or Auhurm and Auburn Lake Investment LLC
PROPERTY LEGAL DESCRIPTION
ADBREVIATED LI+,GAL
WESTAUBURN FIVI ACRE'TICS&POR VAC ST ADJ
Tax Account Numbers: 9262800105 and 9262800065
LEGAL DESCRIPTION
1 racts 11 and 20 of West Auburn 5 Acro'fracis,as per plat recorded in Volume 15 or
Pints,page 12,records of King County,
TOGS FHER wi'm portion of vacated 320"Street lying Nnnhefly and adj000nt to the
North line of said Trncl 20,in King County,Washington;Situate in lice County of King,
state or Washington.
PURCHASF.ANDSAI.I?AGRF.r,MF.NT IA
tan W W01921641M.9V00 20 0100 0111
I
Exhibit II
'I;P Pnrehnry nml ti 1�Ic Ayrcemvnl Aebvecn the ClIY ur Auburn and M&Irn Luke Ipvrsrmem LLC
PERMIT"IRD EXCEPTIONS
Rights reserved in federal patents or slate deeds, and building or use restrictions general to the
arrn;
Existing easements not inconsistent with Purchaser's intended use.
i
General teal estate taxes, special nssessmenl, or other levies assessed aguinst the Properly not
due and payable.
i
PURCHASE AND SALE AGREEMENT 15
IIIAW W019rr61.GGC.2 @2W2O02000111
i
r:A WEST MONEY NOTH
S21,750.00 Auburn,Washington
2012
FOR VALUE RECEIVED, the undersigned promises to pay or cause to be paid to ME
AUBURN I,AKF INVESTMENTS LIA a Washington limited liability corporation("Sollor"),or
order(upon the terms tel forth in the Purchase and Salo Agreement dated
2012, between Sailor and the undersigned as Pumlinsor("Agreement's, the sum of'I WL14TY
ONE'IliO1)SAND SEVEN HUNDRED FIFTY AND NU/100 DOLLAKS($21,750.00),payable
as fnllows: Upon closing of tiro Irnnsoctiun,which Is the subject of the Agreement,As act forth in
Section 4.3 of the Agrec nonl;or upon Purehascr's default on the Agreement.
This Nole shall nor bear interest until duc and payable pursuant to the provisions of the
Agreement,At which time it almll boar intcresl fit file ri to ol'twolve porcent(12°/.)per Annum.
In rho event the tale transeeliun contmuplated in ilia Agreement does riot close for Any
reason udtcr than the defnnh of the undersigned in porfonning lib ubligntlons as Purchaser, this
Notc shall terminate and be of on further force and effect and the orlginnl shall be returned to the
undersigned. In the event die transaction fAiis to close as a result of a breach of the Agreement by
Purchaser,[his Note shall be enforceable in full,as provided in the Agreement.
i
In the event It is necessary for the payee to utilize the services of an Mornay to enforce
the provisions of this Nato, the undersigned agrees to pay costs and fees of such attomcy, In
addition to other payments called for herein.
THE CITY OF AUBURN,
n Washington municipal corporation
fly: _—
Name:
1,41c:
EARNEST MONEY NOTE Mx EXHIBIT
(OA m
WWe3]M1i
zvnazoozownl
�x�� a r�-u�_�^ p+ � O 0009000
w z < O o= _;a J
12 a -I=om %4 °caooa 000
V ie (t�L>tYj6 2�7• :i<UCiY> �C a
Zm Z
as ° Y3 9 UL mJYC 3
Opm � '_ !-z 3 �
Cd �_� 53•di z a >Z rcFm �V2ni�c 5 � ��5 ��� '� r c � V7�
s�� rm
Ag f� 3�c rQ cF =�<ep° <>< =:V'.•~• 'F P `a;} f�
ru
'
jr
� 33' fi E i �y a.us3 ¢m ziz i- b is _ Y
a
� .�� �'.1 mm3 •� o° 3 G7 E� 3[['�3��'�f �� �
•i j 2 sT>��[ 1 ��
� Pg 8 x 1
F3 iY� aY¢o>S ,a`
o.s 'fn 3>-
qA °>3�sa z0`9rE'j�ACSSjmp `3� ? g3` 2;ip i �zz� 9�
=d� p: .�ydF� �=c=o
F-g Oc.�,c r s P< s_�¢_iz`-• is ?�E•�__!vv x ee C�`
^T dj 63 z_iz2>:l�nRe__�_2a<iii?'L� z}'q
d8a� m_ 3d` OFY<�':w<NeOe F'6.m• �y YF _-�5�' � -<_ :x ?r3 W
=_ x- Y-30v.=E
„-
�! t| %
■ * \�& \ tea \ �
co
!
|■ | | � �| ;! ! . |: ! `! � !) §
fait f ` i )�
! 7 ! ,ice=
! |2 ■ | � � ;� ■j t �
�{) �| ! . | lf���`|!, •! |!! {!7!!!{l � �|!i f} ��| }�
l�a�a,!l,= ,!■.f|!;|;| �f!! z l, 122=! |zl�, •/ �
2.1 � ■� , � /
q aD \, } , \ 30000 % e } G \
, o 0030 G& \�
,
, 0 a C3 0 Cl. D. 00 G. . 0 30 00. . 12 . /
13
Eli ;
,
�; ■ E« a � == : ( / ) ! ! | ) \ | } / \ {� ) � \ | / h / / | ! /
= s ; : = , ; l � = � 2 - - . _ ----P a ; ,.! '. _�!
_ _ _
;\ j j , j , - - - \ - - - \ =)£ / - - / / \
/
a 0
\ \. ' Alf y \ ; �
-
qf§ ! {ƒ
Is
g\ [§
! § | $ ! ` � � � !$� �i f! ■ , | � ;# \ j
|4
| | Ir |� \ ( !-! -
� ' � �
! ! ! ! { - !!!| , ; ;(= m- _
! ; g£ ! =
J
3 MITOYUw10Yfsm/•Wrymm SELLER OISCLOSUnS STATEMENT NNY..w N�ulYnoexNw
x•v 111' UNIMPROVED PROPERTY NLRWN10 Re
r•6•e d 1
11. DUYUVi ACKNOWL6WEMEW
IPI
BU1Q� IPJ
A. ll 0 MI•Jdy b p>J)11p1 IJObfbe b any gKMKI bRm tlRl N Yn•xn q Dx w ne b R q q'Dp by W UWaS 107
tlll1pn11Nlniba lld abl•IYInn1 IYA
D. 7b1 QYdsOUrtA M h116 b UY nW Wq W b cq envdrlNW1 b IbII Rwlvenl n xY1tl0 only W w fMlb rq ro16y e0'rW M PS
I
OIIw1IkIlRw wdPeb. )00
C. ll w e .k.yw OcL pU K Re b RCW 60.06.050(221W 1PR•BOB~Am 1q1 A"IW M•4)RIb blMhWbll pnoNtlW by 197
Halkl.0ap1 b tlgefaiUW IW e0b lievpeq UV W el•xtll bIlOW1YF160Ylwt IYI
D. 21111 InMn11b•b fordgbweoUy rb II nd lnrxtll0 a b•ph Pflb W11R•n WOmIeA Dwain M 016'•11nd&Ib. 1.
E Du)YI(xbldl He Irc106ea YI Pa11•m tl1nYy I4•UyOr'• ")P.,�u-'�11M e2 UJI tl11da11Y•scot blow)hw ncdw0•100
m0y Nf 061 gvM.n151Nx•se 1ssl W W N11Y/nKnY,I/+Ul bwtlry H•IC'1 NWuaLIO D11
nIXCLfNUxEY LYJNI'AIM!U IN DUI 01311404111 NIAII MW AND PROVIUPD BY 2RWIR IIA6n1 UN HCIJLx'9 ACTIAL IOl
RNUWIJIWL'OF 11111 PNOPMIY At Tilt'11411 91ULUl COMPIln1l6 TRR fH%CIIXAAU1 UN1)F9 DUYPA ANn SMJ.RR20)
011 WILWIYP A(1RIIx M WRIIINU.IIIIYNn HIIAI.I.IIAVII 110U,.x III 1 UHNINA DAYS MOM DM DAY DPJJAR OR RPI.I.IW'Y 201
AUm f IIPIIVnILY'nIB NIYCVJLBNR HfA2IP.ICNT TO ROS(:MU TIR AfA f!MI/rtNY DY IIYJIVUPIN<I A MIPAMAIDLY NIONFIl 10)
WW11ENSTAIYMh.MUPWI<CIWfM IUMALUROR6CUAK-SAOUNT..YOUMAYWAIVKTIF.KI(tlRTO4T.L DM)OR)D6
11108 Al'IIIR lift,1WH YOU IN11:11 INn)A RAIJ'.AWIRRIAMI. 207
UUYER 1WRPRY ACKNOWLEDGES RECeOT OF A COPY Of THIS DISG1021.13111 STATEMENT AND AC04OWU MES IIIAT 202
T X DISCLOHVIICH RUDE IOWYN ARE 11408E OP 11101 61111211 ONLY,AND NOT OP ANY IGAL WFATU LICENSUO OR 200
OTIDR PARTY. 210
DATE: _ ___. .DAIO:.__._______�.._._.
BUYER: _ BWF'R: .__._ �_-- 212
RUYKR'A WAIVER OF RICNT TO REVOKE UPPIR 115
OVyn)w nd ed rvrvlf l w SclW11 lgpeblw b tl1Y SNW dglmA 3 D' WMM ILbRWmO••tl MRWN 0""U11A IW
W n.M B0 '1M lb bed.dilldNloRn. IIJ
nuM:_ _. _. _._ _.UUYIA.._____ _ _ .�._. ..___.___—__ 217
RUYER'6WAN[ROI RIDIfTTG pI:CGYK CUMPLLTPD 6eLL6R OIBCLWVRL IITATIMBJYT 216
0yw b•1 been NviRN of fA3)NI Ad1 q IoW w R<nWI1•i6 Htiv McbnAO HYw1m11.Uys MI W W 11pa Ibw•ar.11w wwar q 210
My orwyuoexn lA14 w1JIm aOON'Fnvbmlxd•Y'wYN b'Yµ'(k111Ynb 1101 xtlri 1ha roalPtdl Fn171wro)6R1'1mbn 0(120
Ib WRY(N.W S 22I
1A
BUYER: ._ ._. .___.._____Ulrrex:_. 22)
If w wx0r b"Yw•b m)a•RY606(•)1KIm,Pbw aaPKln D•bx(Yw•OYRnw011YAU If rom.eyL Ybw nOr b tbo dn•RwbslU af�23
aRYM1bn(O.
No
231
To
110
l)0
221
252
7)S
66U RN S INITI A IS:(o1'(�2�4jZ2�!/l- DA111:.M"M/1 6NLIARIIWMALS: DATE:
`� .�� lY� rr
i
Piled for and return lo:
1 br iafum.nlinn cononn,d m nhia bowd voinn,.Lrt mwnbng pal pu.r. mI)purvmnl L.IWW 36.I M nod RC%V 65161.a::d it
nm m Lc rclird upou In,dnY 4hu pnmm.u.Witt shall nm nn@n ILr micul a/or.nry wnnanlY miniurd in Nc doconmul ilacll'.
Cnurinr(*
f i rnnlec(s):
Iteference Number(s)or Documents AsslKned or Ilelcmcil:
Abbroelnlvl Legal Descriplinn; __
Cnoplele or Adrllllonal Legal Description an Inge I of Documenl.
Msmor's Parcel Number(s): _
STATUTORY WARRAN'T'Y DKED
'I'llli GRANTORS, _ type of Grantor (e.g. husband and wo, single non,
limited liability company, ete.),lirr and in considerulion of I'en Dollars($10.00)mul other good
and roluable cunsidunif ion, in build paid, convey afal wartmu to __ _ _type of rraatee
(e.g. husband and little, single mail, Ilndlyd liability company, etc.), the following described real
ee1NU,siuoued in the cuunly of stale of Wnshinglon:
$DIlJ1iC t I D rlgh(4,rl'YIfIe11V11Y,retil`r1'aIIUIIY,VUVCIlla1114,CIItiL'111Cn15,illtd IIteIIerK
apparent nn the properly or of record,including the following:
list the special erceplionafrom the title report that Iv(1I REAMIN on the property.
DA'I ED(his a ily of _. 2012
Statutory W;urunty Dccd I
nKSiN'nlupl)IKK%I V 10)2 ni0Mll11
EXHIBIT T"
1
STAT13OP WAS[IINOTON )
)ss.
Coutuyof___._.__,
I certify that I know or have satisfactory evidence that _ is
Elie person who nppeared before mc, and said person acknowledged that he/she signed this
instrument and acknowledged it to be his/her free and voluntary act for the uses and purposes
mentioned in the instrument.
Dated: 2012.
name)
NOTARY PUBLIC,state of Washington
My appointment expires
STATE OF WASHINGTON)
)ss.
County of
1 certify that I know or have satisfactory evidence that _ _ is
the person who appeared before me, and said person acknowledged (hat he/she signed this
instrument and acknowledged it to be his/her free and voluntary act for the uses and purposes
mentioned in the instrument.
Dated: 2012.
(Printed namo)
NOTARY PUBLIC,state of Washington
My appointment expires
Stnuttory Wmanly Decd 2
pe.rx•mvzzn.ixx:nznort nznw�q