HomeMy WebLinkAbout05-13-2013 MUNICIPAL SERVICES COMMITTEE AGENDA MODIFICATION � ��- �*
CITY OF -�''✓ *
* WASHINGTON
MUNICIPAL SERVICES COMMITTEE
May 13, 2013
AGENDA MODIFICATION
The May 13, 2013 Municipal Services Committee meeting agenda published on
Friday, May 10, 2013, is modified as follows:
IV. DISCUSSION
Resolution No. 4955: Purchase and Sale Agreement with Jeff Oliphanf
related to Unit 380 in the One Main Professional Plaza is added to the
agenda. Materials for this item to be provided by Planning &
Development staff at the meeting. This item will be discussed before Item
IV.A, Project Matrix.
I
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crrroF �� « Memorandum
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WASHINGTON
Toc Councilmember Bill Peloza, Chair, Planning and Community Development Committee
Councilmember, Wayne Osbome�ce-Chair, Planning and Community Development
Committee
Gouncilmember, John Partridge, Member, Planning and Community Development
Committee
From: Dan Heid, City Attomey
Elizabeth Chamberlain, AICP, Planning Manager, Planning and Development
Department
ec: Pete Lewis, Mayor
Date: May 13, 2013
Re: Discussion Item: Resolution No. 4955 Purchase and Sale Agreement with Jeff
Oliphant related Unit 380 in the One Main Professional Plaza
Jeff Oliphant of Aubum Professional Plaza LLC, approaotied tfie City to purschase Unit 380
virithin the One Main Professional Piaza. The City's team has been negotiating wRh Jeff on the ,
purchase and saie agreement as well as a potential amendmen#to the parking garage lease ,
agreemerrt. There is more discussion needed on any amendment to parking garage lease so in
oriler to move forvvard with the purchase and sale agreement, we are separating the
negotiations. With the existing parking garage lease agreement antl with what is on-site at the
One Main Professional Plaza, there is sufficient parking, by code requirements, for the units
owned by Jeff Oliphant and Key Bank.
Summarv of the Purchase and Sale Aqreement (PSAI:
1. Purchase Price- $1,074,949.00 (price outlined in the right to re-purchase agreemertt
when the City purchased its condo units in 2010 from Aubum Professional Flaza.LLC).
2. The PSA is coritingent on the Buyer entry into a lease agreement for Unit 380 with
MultiCare Health Systems.
3. Requires Buyer to complete the necessarytenant improvemeMs for the City to relocate
the employee breakroom to the 2""floor and the GIS offices.
4. Amendments to the.Condominium Declarations and.Survey.will.be required to-reallocate__. . . .
the 3`tl Floor Terrace limited common element to Unit 300 (City's other third floorspace)
and allocated the curcenUy comb'ined parking spaces in the Mel's Lot to the spec�c
units.
Attachments
Attachment A: Resolution No. 4955 with Exhibit A—Purchase and Sale Agreement
Page 1 A�,,,
�pj j�* MORE THAN YOU 1MAGIIVED
,
Attachment A
RESOLUTION NO.4 9 5 5
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, DECLARING CERTAIN REAL
PROPERTY AS SURPLUS AIVD AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A PURCHASE
AND SALE AGREEMENT BETWEEN THE CITY OF
AUBURN AND AUBURN PROFESSIONAL PLAZA, LLC
WHEREAS, the City owns real property thaf it no longer needs for
municipal purposes; and
WHEREAS, Aubum Professional Plaza, LLC ("APP"), desires to
purchase said property; and
WHEREAS, the CityofAubum and APP have negotiated an agreement
that is beneficial to both parties af a cost that is acceptable to the City.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
KING COUNTY, WASHINGTON, HEFtEBY RESOLVES as follows:
Section 1. That the following property is declared to no longer be.
required for municipal purposes, and is hereby declared to be surplus:
Unit 380 of Lot 1, City of Auburn Boundary Line Adjustment No.
BLA0019, recorded under recording number 20091124900003,
records of King County, Washington
Together with an easement for parking under parking easement
agreement recorded under King County recording number
20091118U01355, wifh respect to#he following property:
Lot 7, Map of L.W. Ballard's Park Addition of Slaughter,
according to the plat thereof recorded in Volume 3 of Plats, Page 91,
in King County, Washington; together'with tfie vacated west 10 feet
Resolution No. 4955
May 10, 2013
Page 1 of 3
,
Attachment A
of Silver Street (now A Street Northwest) adjoining and subject to a
revocable license in favor of the City recorded under King County
Recording No. 20100218000151.
Section 2. The Mayor of the City of Aubum and the Aubum City Clerk
are hereby authorized to execute a Purchase and Sale Agreement between the
City of Aubum and APP for the purchase of either or 6oth these properties,
which agreement shall be in substantial conformity with the Agreement a copy
ofi which is attached hereto, marked as ExhibiY"A" and incorporated herein by
this reference.
Section 3. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of
this legislation.
Section 4. This resolution shall be in full force and effect upon
passage and signatures hereon.
Dated and Signed this day ofi , 2013.
CITY OF AUBURN
PETER B. LEWIS, IVIAYOR
ATTEST:
Danielle E. Daskam; City Clerk
Resolution No.4955 `
May 10, 2013
Page 2 of 3
. •
Attachment A
APPROVED AS TO FORM:
Daniel B. Heid, City Attorney
Resolution No.4955 I
May 10,2013
Page 3 of 3
Exhibit A to Resolution No.4955
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (this "AgreemenY') is entered into as of
the day of , 2013, by and between the CITY OF AUBURN, a
Washington municipal corporation, as Seller (hereinafter the "City" or "Seller"), and
AUBURN PROFESSIONAL PLAZA, LLC, a Washington limited liability company
(hereinafter the`Buyer").
RECITALS
A. The City is the owner of certaiu real property and all improvements
thereon ("Property") .located in the City of Aubum, County of King, Washington,
commonly lmown as Unit 380, One Main Street Professional Plaza, a Condominium,
which is legally described as follows:
Unit 380 of Lot 1, City of Auburn Boundary Line Adjustment No. BLA0019,
recorded under recording number 20091124900003, rewrds of King County,
Washington
Together with an easemeat for parking under pazking easement agreement
recorded under King Counry recording number 20091118001355, with �i
respect to the following property:.
Lot 7, Map of L.W. Ballard's Park Addition of Slaughter, acwrding to the
plat_thereof recorded in Volume 3 of Plate, Page 91, in King County,
Washington; together with the vacated west 10 feet of Silver Street (now A.
Street Northwest) adjoining and suBject to a revocable license isfavor of the
City recorded under King County Recording No. 20100218000151.
B. City desires to sell the Property to Buyer, on the terms and conditions set
forth lierein.
AGREEMENT
NOW, TI-IEREFORE, for good and valuable consideration, the receipt and
sufficiency of which aze hereby mutually acknowledged, Buyer and Seller hereby'agree .
as follows:
1. Certain Defined Terms. For purposes of this Agreement, the terms set forth
below shall have the meaning assigned to them:
1.1 "Closing"or"Close of Escrow"means the recordaYion of the Deed in the Official
Records and Seller's receipt of the Purchase Price.
City of Auburn/Aubwn Professional Plaza, LLC
5.10.13
Page 1 of 16
1.2 "Closing Date" means any mutually ageeable date on or before December 31,
2013.
13 "Escrow" means the escrow opened with Escrow Agent for the consumniation of
the transaction described in tlus Agreement.
l A "Escrow AgenP' means Stephani Owens of Stewart Tide Company
(206.770.8811)whose address is 1420 Sth Avenue, Suite 500, Seattle, WA 9810L
1.5 "Official Records" means the official real property records of King County„
Washington.
1.6 "Opening of Escrow" means the date a fully executed copy of this Agreement is
deposited with Escrow Agent. •
1.7 "Pemiitted Exceptions"has the meaning as set forth in Section 6.3 below.
1.8 "Purchase Price"has the meaning as set forth in Secfion 3.
1.9 "Tide Company"means Stewart Tit1e Company.
1.10 "Tide Policy" means an ALTA (1970 Form B) extended coverage owner's policy
of title insurance issued by the Tifle Company to Buyer with coverage in the amount of
purchase price,showing title to the Property vested in Buyer subject only to the Permitted
Exceptions.
2. Purchase and Sale. The City agrees to sell to Buyer, and Buyer agrees to purchase
from City,the Property upon the terms and condi6ons setforth in this Agreement.
3. Purchase Price; Cash Payment. The total cash purchase price for the Property(the
"Purchase Price") shall be One Million, Seventy-Foui� Thousand, Nine Hund=ed Forty
Dollazs and no cents ($1,074,949.00). The Purchase Price shall be paid to City in cash at
Closing.
4. Covenanu, Conditions, Restrictions.
4.1 This Agreement is subject to the terms and conditions o£
4.1.1 Declazation of One Main Street Professional Plaza, a Condominium, recorded
under King County Recording No. 2010051200511 on May 12;2010.
4.1.2 Bylaws of the One Main Street Profession Plaza Owners Association.
4.13 Ttris Agreement is subject to a right of first refusal held by Ceradimm, LLC:
(Ceradimm ROFR'�
City of Auburn/Auburn Professional Plaza, LLC
5.10.13
Page 2 of 16
4.1.4 This A�eement is contingent on Buyer's entry into a lease agreement with
MultiCare Health System for Unit 380 or for an azea lhat includes the area currently
known as Unit 380 together with additional space presently owned by Buyer.
5. Earnest Money Deposit. On execution of this Agreement, Buyer shall deposit
with Escrow Agent One Thousand Dollazs and no cents ($1,000.00) in cash (the
"DeposiY'),which shall be held by Escrow Agent as an eatnest money deposit hereunder:
The Deposit shall be held in Escrow and applied or disposed of by Escrow Agent as
provided herein. Escrow Agent shall place the Deposit in an interest-bearing account
approved by City and Buyer and all interest earned thereon sha11 be added to and become
apart ofthe Deposit.
6. Due Diligence.
6.1 Due Diligence Period. Buyer sha11 have the right for a period of s'vcty (60) days
from the date of this Agreement (the "Due Diligence Period") to conduct Buyer's due
diligence review, examination and inspection of all matters pertaining to its acquisition of
the Property, including such inspecrions,tests, and surveys as Buyer deems appropriate to
determine the suitability of the Properry for Buyer's intended use. City shall provide
Buyer and Buyer's agents and consultants with reasonable access to the Properiy and, to
the extent such information is in the possession or control of City, sha11 provide
reasonable access to appropriate information respecting the Property, subject to the terms
and conditions of this Agreement. Buyer's obligation to purchase the Property shall be
contingent upon its approval of such property after conducting its due diligence review.
If, based upon Buyer's review, examination and inspection, Buyer shall determine in its
sole discretion that it intends to acquire the Properly, then Buyer shall promptly notify
City ofsuch determination in writing prior to the expiration of the Due Diligence Period;
whereupon Buyer's due diligence contingency sha11 be deemed satisfied and waived, the
Deposit shall become nonrefundable (except as otherwise provided herein), and Bnyer
shall proceed to Closing. In the event thatBuyer shall fail to have delivered such nofice
to Seller on or before the expiration of the Due Diligence Period, Buyer shall have been
deemed to be sarisfied with the results of its aforesaid review, and shall be deemed to
have waived its riglit to terminate this Agreement pursuant to tlris subsection. If Buyer
shall have timely and affirmatively advised the City in writing of its dissatisfaction with
the aforesaid matters based on its review, then this Agreement shall automatically
terminate, the Deposit shall be rehuned to Buyer, and the parties' rights under this
Agreement shall be of no further force or effect.
6.2 Tide Commitment. Promptly after mutual execution of this Agreement, Seller
shall obtain an eactended preliminary tide insurance commitment covering the Property
from the Title Coinpany (the "CommitmenP') as is consistent with Section 9 together
with copies of all recorded documents listed as special exceptions therein. Approval by
Buyer of the excepdons to title set forth in the Commihnent (other than as hereinafter set
forth) shall be a condition precedent to Buyer's obligation to purchase the Property.
City of Auburn/Auburn Professional Plaza, LLC
5.10.13
Page 3 of 16
Unless Buyer gives written notice that it disapproves the exceptions to tide shown on the
Commitment (other than the exceptions to ritle approved by Buyer and described in '
Section 63 below), stating the exceptions so disapproved, within sixty (60) days after the
date of this Agreement, Buyer shall be deemed to have approved such exceptions. If
Buyer disapproves any title exceptions, City shall have a tem (10) day period after its
receipt of Buyer's written nodce of disapproval of the same within wHich to provide
written notice to Buyer as to which of such disapproved Utle excepfions the City will
remove (or cause to be removed) from ritle; provided, however, that City sha11 not be
required to actually remove such exception(s) until Closing. If, for an� reason, City's
notice given pursuant to the immediately preceding sentence does not covenant to remove
all of Buyer's disappioved fitle exceprions at or prior to Closirig, Buyer shall have the
right to terminate this Agreement by written notice to City and Escrow Agent given
within ten (10) days after the eazlier of the expiration of such ten (10) day period or the
date City informs Buyer that it does not intend to remove the disapproved items (the
"Termination Notice"). Buyer's failure to deliver the Termination Notice within sucH ten
(10) day period shall be deemed Buyer's approval of any such previously disapproved
title exception. If Buyer delivers the Termination Notice within such ten(10) day period,
the obligation of City to sell, and Buyer to buy, the Property as herein provided shall
terminate and the Deposit shall be returued to Buyer. Buyer sfia11 tiave the option to
waive the condition precedent set forth in this Section 6.2 by written notice to Seller. In
the event of such waiver, such condition precedent shall be deemed satisfied.
6.3 Permitted Exceprions. In addition to such other exceptions to'fltle as may be
approved by Buyer pursuant to the provisions of Section 6.2 above, Buyer shall accept
tiUe to the Properly subject to the following(collectively,the"Pemutted Exceptions"):
6.3.1 The printed exceptions which appear in the ALTA (Form 1970B) form extended
coverage owner's policy of tide insurance issued by Title Company in the State of
Washington; and items created by, or on behalf of, Buyer.
6.4 No New Leases or Contracts. Prior to Closing City shall not enter into any new
leases, contracts or agreements affecting the Properiy without the prior written consent of
Buyer, except the City may enter into interim contracts or agreements in connecdon with
the management, maintenance, repair or preservation of the Property in the normal course
of business if each such contract or agreement expires or is terminated at or prior to
Closing.
7. Buyer's Right of Entry. Buyer, anil its agents and consultants, at Buyzr's sole
expense and risk, may enter the Property during the term of flus Agreement at reasonable
times scheduled in advance with City for the purpose of Buyer's due diligence study of
the Properiy. Buyer shall (a) exercise caze at all times on or about the Property, and(b)
take precautions for the prevention of injury to persons or damage to property on or about
the Property. Buyer sha11 keep the Properry free from all mechanics', materialmen's and
other liens, and all claims thereof, arising from any work or la6or done, servicqs
performed, or materials and supplies fiunished in with Buyer's actions in the exercise of
City of Auburn/Auburn Professional Plaza, LLC
5.10.13
Page 4 of 16
its right of enhy on the Property, and Buyer shall indemnify and defend City against and
hold City hatmless from all such liens and claims.
8. Closing.
8.1 Time for Closing. This purchase and sale shall be closed in the office of Escrow
Agent on the Closing Date. Buyer and City shall deposit in Escrow with Escrow Agent
all-instruments, documents and monies necessary to complete the sale in accordance with
this Agreement. Funds held in reserve accounts pursuant to escrow instructions shalk be
deemed, for purposes of this definition, as available for disbursement to City.
8.2 Closing Costs.
8.2.1 City Costs. City shall pay (a) the Ciry's share of prorations, if any and, (b) any
commissions due on the sale. This sale is exempt from real estate excise taxes under
Washington Administrative Code Section 458-61A-205.
8.2.2 Buyer's Costs. Buyer shall pay (a) all escrow fees and costs, (b) the recording
fees for the Deed, (c) Buyer's share of prorations, if any and, (d) all premiums charged
for basic and extended coverage for the Title Policy and any additional endarsements ar
coverage Buyer may require, including applicable sales tax.
8.23 Other Costs. Buyer and City shall each pay its own legal fees and fees of its own
consultants. All other costs and expenses,shall be allocated between Buyer and City in
accordance with the customary practice of King County,Washington.
83 Real Property Taxation. City shall be responsible fdr all real property taa�es due
and owing prior to the Closing.
8.4 Closing Documents.
8.4.1 City's Documents. At Closing, City shall deliver to Escrow Agent the following
instruxnents and documents:
8.4.1.1 The executed and aclmowledged Deed in the form attached hereto as .
Exhibit"A,"conveying the Property to Buyer;
8.4.1.2 The executed real estate excise tax affidavit to accompany the Deed; and
8.4.13 An executed nonforeign person affidavit in the form required under
Section 1445 of the Intemal Revenue Code.
8.4.1.4 All assignable construction, equipment, and supplier warranties pertaining
to Unit 380.
City of Auburn/Aubum Professional Plaza, LLC
5.10.13
Page 5 of 16
8.4.2 Buyer's Documents. At Closing, Buyer shall deliver to Escrow Agent the
following funds, instruments and documents:
8.4.2.1 The balance of the Purchase Price in accordance with Section 3;
8.4.2.2 The executed real estate excise tax �davit referenced in Section 8.4.1.2
above.
8.5. Possession. Buyer shall be entitled to possession of the Properiy upon Closing.
9. Tifle Insurance. As soon as available after Closing, City shall provide to Buyer
the Tifle Policy, dated as of the Closing Date, subject only to the Permitted Exceptions.
10. Conditions to Closing.
10.1 Buyer's Conditions to Closing. Notwithstanding anything to the contrary set forth
herein, Buyer's obligation to close hereunder is expressly subject to satisfaction or waivet
by Buyer in writing of each of the following conditions:
10.1.1 The Seller's designarion of the Property as "surplus" and its authorization to sell
the Property.
10.1.2 Seller's representation that the third party's rights to purchase the Property under
the Ceradimm ROFR have been waived or terminated.
10.2. Seller's Conditions to Closing. Notwithstanding anything to the contrary set forth
herein, Seller's obligation to close hereunder is expressly subject to satisfaction or waiver
by Seller in writing of each of the following condirions:
10.2.1 Buyer's completion, at its own cost and expense, for a11 tenant unprovements
required to relocate employee space and break room into another portion of the City-
owned Condominiiim Units. The City has the sole right to approve the design and
construction of these tenant improvements associated with the relocarion of the employee
space and break room. .
CTI'I' REPRESENTS AND BUYER SPECIFICALLY ACKNOWLEDGES THAT
CONSTRUCTION OF THESE REPLACEMENT TENANT IMPROVEMENTS IS
NOT SUBJECT TO WASHINGTON STATE LAW REGARDING PUBLIG
WORKS. THEREFORE, THE TENANT IMPROVEMENTS ARE NOT SUBJECT
TO COMPETITIVE BID, PREVAILING WAGE, BONDING, AND RETAINAGE
REQUIREMENTS.
BUYER MUST GUARANTEE PAYMENT FOR ALL SUBCONTRACTORS AND
MATERIALMEN BY DEPOSITING WITH THE CITY, AT THE TIlVIE OF
City of Auburn/Auburn Professional Plaza, LLC
5.10.13
Page 6 of 16 .
PERMIT ISSUANCE, A PAYMENT AND COMPLETION GUARANTEE IN THE
AMOUNT OF TWO HiJNDRED PERCENT (200%) OF THE ESTIMATED
COSTS OF TI3E TENANT IMPROVEMENTS. THIS GUARANTEE SHALL BE
ADDED TO AND CONSIDERED TO BE "EARNEST MONEY" UNDER
SECTION 5 OF THIS AGREEMENT.
ADDITIONALLY, BUYER AGREES TO DEFEND, INDEMNIFY, AND FIOLD
THE CITY AARMLESS AGAINST ALL CLAIMS RELATED TO THE TENANT
IMPROVEMENTS.
10:2.2 Approval by the Board of the One Main Street Professional Plaza Owner's ,1��;,.�
Association to amend the Condominium Declarations and Survey to reallocate the 3rd
floor Temace limited common element to Unit 300 and to clearly allocate the currently-
combined pazking spaces desi�ated as limited common elements for pazking in the
"Mel's Lot" specifically to and among Units 200, 300, and 380. All documents required
to amend the condominium cleclazations and stirvey shall be prepazed by and paid for by
Buyer.
10:23 Buyer's payment for all other costs associated with relocating City employees and
equipment out of Unit 380. Seller shall submit invoices not later than 30 days after Unit
380 is vacated.
11. Representations and Warranties.
i l.1 City's Representations and Warranties. In addition to any other representations or
wazranties of City elsewhere in this Agreement, City represents and warrants to Buyer
now;and as of the Date of Closing, that:
11.1.1 Authority. City, and the person sigung on behalf of City, has full power and
authority to execute this Agreement and perform City's obligations hereunder, and all
necessary action to authorize this transaction has been taken, except as specifically
proviiled herein.
11.1.2 Hazardous Substances. City has not received notification of any ldnd from any
governmental agency suggesting that the Property is or may be targeted for a Hazardous
Substances cleanup; to the best of City's la�owledge the Property has not been used (a)
for the storage, disposal or discharge of oil, solvents, fuel, chemicals or any type of toxic,
dangerous, hazardous or biological waste or substance (collectively, "Hazardons
Substances"), or (b) as a landfill or waste disposal site; to the best of City's knowledge
the Property has not been contaminated with any Hazardous Substances; and to the best
of City's knowledge,there are no undergronnd storage tanks on the Property.
11.2 Buyer's Representations and Wartanries. In addition to any other representations
and warranties of Buyer elsewhere in this Agreement, Buyer represents and warrants to
City of Aubum/Auburn Professional Plaza,LLC
5.10.13
Page 7 of 16
City now, and as of the Date of Closing, that (a) Buyer has fullpower to execute, deliver I
and cany out the terms and provisions of this Agreement, and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement; and (b)
the individual executing tivs Agreement on behalf of Buyer has the authority to bind
Buyer to the terms and conditions of this Agreement.
11.3 "AS IS" CONDITION OF PROPERTY. TE-IE PURCHASE PRICE REFLECTS
THAT Tf� PROPERTY IS BEING PURCHASED BY BUYER ON AN "AS IS"
"WHERE IS" AND "WITH ALL FAULTS" BASIS, EXCEPT TO THE EXTENT OF
REPRESENTATIONS AND WARRANTIES SPECIFICALLY MADE BY SELLER
HEREIN OR IN THE DEED OR OTHER DOCUMENTS TO BE DELIVERED BY
CITY AT CLOSING. BUYER HEREBY WAIVES AND RELINQUISHES ALL
RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT TO, ANY
REPRESENTATIONS, WARI2ANTIES OR COVENANTS, WHETHER EXPRESS OR
IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY BE
DEEMED TO HAVE BEEN MADE OR GNEN, BY CITY OR ITS
REPRESENTATIVES; INCLUDING BUT NOT LIMITED TO ANY BROKER,
EXCEPT FOR THOSE REPRESENTATIONS, WARRANTIES AND COVENANTS
SET FORTH IN THIS AGREEMENT OR IN ANY DOCLTMENTS TO BE EXECUTED
AND DELIVERED BY CITY AT CLOSING.
EXCEPT TO THE EXTENT OF ANY REPRESENTATIONS OR WARRANTIES SET
FORTH ELSEWHERE IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE
EXECUTED AND DELIVERED BY CITY AT CLOSING, BUYER HAS NOT
RELIED UPON AND WILL NOT RELY UPON, AND CITY EXPRESSLY
DISCLAIMS, ANY REPRESENTATIONS OR WARRAN'I"fES WITH RESPECT TO,
AND SHALL HAVE NO LIABILITY FOR: (n TI� CONDITION OF TI-IE
PROPERTY OR ANY BUILDINGS, STRUCTURES OR IMPROVEMENTS
LOCATED Tf�REON OR THE SUITABILITY THEREOF FOR HABITATION,
OCCUPANCY OR EOR BUYER'S INTENDED USE OR FOR ANY USE
WHATSOEVER; (II) ANY APPLICABLE BUILDING, ZONING OR FIRE LAWS OR
REGULATIONS OR WITH RESPECT TO COMI'LIANCE THEREWITH OR WITH
RESPECT TO THE EXISTENCE OF OR COMPLIANCE WITH ANY REQUIRED
PERMITS, IF ANY, OF ANY GOVERNMENTAL AGENCY; (III) THE
AVAILABILITY OR EXISTENCE OF ANY WATER, SEVJER OR UTILITIES, ANY
RIGHTS THERETO, OR ANY WATER, SEWER OR UTILITY DISTRICTS; (IV)
ACCESS TO ANY PUBLIC OR PRIVATE SANITARY SEWER SYSTEM; (V) THE
FACT THAT ALL OR A PORTION OF THE PROPERTY MAY BE LOCATED ON
OR NEAR AN EARTHQUAKE FAULT LINE; OR(Vn EXCEPT AS SPECIFICALLY
SET FORTH ABOVE, TI� PRESENCE OF ANY HAZARDOUS SUBSTANCES IN
ANY IMPROVEMENTS ON THE PROPERTY, INCLUDING WITHOUT
LIMITATION ASBESTOS OR FORMALDEHYDE, OR THE PRESENCE OF ANY
ENVIRONMENTALLY HAZARDOUS WASTES OR MATERIALS ON OR UNDER
THE PROPERTY. WITHOUT LIMITING Tf� GENERALITY OF TI�
FOREGOING, EXCEPT TO THE EXTENT OF ANY REPRESENTATIONS OR
City of Auburn/Auburn Professional Plaza, LLC
5.10.13
Page 8 of 16
WARRANTiES SET FORTH ELSEWHERE IN THIS AGREEMENT OR IN ANY
DOCUMENTS TO BE EXECUTED AND DELIVERED BY CITY AT CLOSING,
CITY SHALL HAVE NO LIABILITY TO BUYER WITH RESPECT TO THE
CONDITION OF Tf� PROPERTY UNDER COMMON LAW, OR ANYFEDERAL,
STATE, OR LOCAL LAW OR REGULATION, INCLUDING BUT NOT LIMITED TO
TI-� COMPREHENSNE ENVII20NMENTAL RESPONSE, COMPENSATION AND
LIABILITY ACT OF 1980 AS AMENDED, 42 U.S.C.A. SECTIONS 9601 ET SEQ.,
AND THE WASHINGTON MODEL TOXICS CONTROL ACT ("MTCA"), RCW
70:1O5D. BUYER HEREBY RELEASES AND WAIVES ANY AND ALL CLAIMS
WHICH TI�BUYER HAS OR MAY HAVE AGAINST CITY UNDER ANY OF Tf�
FOREGOING LAWS OR WI'TH RESPECT TO THE CONDITION OF THE
PROPERTY, EXCEPT TO Tf� EXTENT OF ANY CLAIMS BUYER MAY HAVE
ARISING FROM ANY EXPRESS REPRESENTATIONS, WARRANTIES OR
COVENANTS OF CITY UNDER THIS AGREEMENT OR ANY DOCUMENTS TO
BE EXECUTED AND DELIVERED BY CTI'Y AT CLOSING. BUYER
ACKNOWLEDGES TO CITY THAT BUYER IS GIVEN TI� OPPORTUNITY
UNDER THIS AGREEMENT TO FULLY INSPECT TI-IE PROPERTY AND BUYER
ASSUMES THE RESPONSIBILITY AND RISKS OF ALL DEFECTS AND
CONDITIONS, INCLUDING SUCH DEFECTS AND CONDITION3, IF ANY, THAT
CANNOT BE OBSERVED BY CASUAL INSPECTION, SUBJECT TO Tf�
EXCEPTION OF RIGHTS EXPRESSLY SET FORTH ABOVE.
BUYER: CITY:
IF A PHASE I ENVIRONMENTAL SITE ASSESSMENT REPORT OR OTI�R
ENVIRONMENTAL STUDY OR REPORT (COLLECTNELY, THE "PHASE I
REPORT") HAS BEEN DELIVERED BY CITY TO BUYER, THEN, WITHOUT
I,IMITIlVG TI� GENERALITY OF THE FOREGOING, BY CLOSING TI�
TRANSACTION AS CONTEMI'LATED HEREIN, BUYER AGREES THAT,
EXCEPT TO TF� EXTENT EXPRESSLY CONTRARY TO ANY
REPRESENTATIONS, WARRANTIES OR COVENANTS OF CITY SET FORTH IN
THIS AGREEMENT: (A)BUYER SHALL BE DEEMED TO HAVE ACCEPTED ALL
RISK ASSOCIATED WITH ADVERSE PHYSICAL CHARACTERISTICS AND
EXISTING ENVIRONMENTAL CONDITIONS THAT MAY OR MAY NOT HAVE
BEEN REVEALED BY CITY'S INVESTTGATION OF 'I'HE PHASE I REPORT, AND
(B) AS BETWEEN CITY AND BUYER, BUYER SHALL BE DEEMED TO HAVE
ACCEPTED ALL COSTS AND LIABILITIES ASSOCIATED IN ANY WAY WITH
TI-IE PHYSICAL AND ENVIIZONMENTAL CONDITION OF "I'IiE PROPERTY.
BUYER ACKNOWLEDGES AND AGREES THAT CITY MAKES NO
REPRESENTATIONS OR WARRANTIES REGARDING THE TRUTH, ACCURACY
OR THOROUGHNESS OF Tf� INVBSTIGATION, PREPARATION OR CONT'ENT
OF THE PHASE I REPORT, OR Tf� COMPETENCE OR ABILITY OF TI�
PERSONS OR COMPANIES PREPARING SUCH REPORT. BUYER AGREES
THAT, BY CLOSING THE TRANSACTION CONTEMPLATED HEREIN, BUYER
WII.L HAVE HAD AN OPPORTUNITY TO REVIEW T'I-IE ,4BOVE REPORT PRIOR
City of Auburn/Auburu Professional Plaza, LLC
5.10.13
Page 9 of 16
TO TI-IE CLOSING DATE IN ORDER TO MAKE AN INDEPENDENT
VERIFICATION OF TI-IE INFORMATION CONTAINED THEREIN, AND THAT
BUYER AND ITS ENVIItONMENTAL CONSULTANTS WILL HAVE HAD AN I
OPPORTUNITY TO CONDUCT TESTS ON�PROPERTY.
12. Maintenance of Property; Risk of Loss, Condemnation.
12.1 Maintenance of Property. From the date of this Agreement until the Closing Date
(or any earlier temunafion of this Agreement), City agrees xo maintain the Property in
substantially the same condition existing as of the date hereof, ordinary wear and teaz,
damage by casualty excepted.
12.2 Risk of Loss; Condemnation. Risk of loss of or damage to the improvements on
the Property shall be bome by Seller at all tirnes and no event of casualty or damage shall
affect the parties' obligations hereunder or the Purchase Price, however, Buyer shall have
the right to receive any insurance proceeds due City in connection with any casualty or
damage and City hereby covenants to maintain commercially reasonable casnalty
insurance in place with respect to the Properiy at all tiines prior to Closing. City shall
prompdy notify Buyer of any condemnation or eminent domain proceeding which affects
the Property, anil City covenants and agrees not to commence or pursue any such action.
In the event of any condemna6on or eminent domain proceeding by any entity other than
City, or a deed in lieu or under threat thereof, which affects a material portion of the
Property, Buyer may elect either to terminate this Agreement, orto purchase the Property
in the condirion existing on ihe Closing Date without adjustment of the Purchase Price. If
Buyer elects to ternunate tlus Agreement, the Deposit shall be retumed to Buyer. If
Buyer elects to purchase the Property, City shall not be liable to restore same, and Buyer
shall be entitled to any condemnarion award or payment in lieu thereof payable to City in
its capacity as tlie owner thereof.
13. Default.
13.1 Time of Essence. Time is of the essence of this Agreement.
13.2 City's Remedies for Buyer's Default or Failure to Close. If Buyer fails, without
legal excuse, to complete the purchase of the Property in accordance with ttus
Agreement, City's sole and exclusive remedies shall be to retain the Deposit as liquidated
damages. Buyer expressly agrees that the retention of the Deposit by City represents a
reasonable estimation of the damages in the event of Buyer's default and failure to close
hereunder, that actual damages may be difficult to ascertain and that this provision doas
not constitute a penalty. In this respect, Buyer and City aclmowledge tbat these damages
have been specifically negotiated between Buyer and City and are, inter alia, to
compensate City for delaying the eventual sale of the Property and to compensate City or
its wsts and expenses associated with this Agreement. Buyer hereby waiyes the rights
and benefits of any law, rule, regulation or order now or hereafter existing that would
City of Auburn/Auburn Professional Plaza, LLC
5:10.13
Page 10 of 16
allow Buyer to claun a refund of the Deposit as unearned eamest money, a penalty or for
any other reason except default by City.
13.3 Buyer's Remedies for City's Default. If City fails to complete the sale of the
Property in accordance with flus Agreement, Buyer shall have and may enforce the
following exclusive remedies: (a) seek specific performance; (b) terminate this
Agreement, receive a refund of the Deposit and recover from City all of Buyer's actual
third-party costs and expenses incurred liy it iu connection with the transaction and the
Project;or(c)seek rescission of ttus Agreement and receive a refund of the Deposit.
14. Notices. All notices, demands and other communications required or pernutted to
be given hereunder shall be in writing, and shall be sent by personal delivery (including
by means of professional messenger or courier service) or registered or certified mail,
postage-prepaid, retum-receipt requested, or by email af the addresses provided herein.
Notice shall be deemed to have been given if personally delivered or sent by email, upon
receipt; if sent by mail, two (2) days after duly deposited in the U.S. Mail to all of the
addresses designated for such party.
The parties' respective addresses for notioes are as follows:
If to City: City of Aubum
Planning&DevelopmentDepartment
25 West Main Street
Auburn, WA'48001-4998
Attn: Planning Manager
Email: echamberlain(c�aubumwa.eov
With copies to: City Attorney's Office
City of Auburn
25 West Main Street
Aubum, WA98001-4998
Attn: City Attorney
Email:.sgross(�.aubumwa.�ov; dheid(a�,auburnwaeov
If to Buyer:
Aubum Professional Plaza,LLC
P.O. Box 1294
Aubiun, WA 98071-1294
Attn: JefFrey Oliphant, President
Email:j1o555(�a.aol.com
With copies to: Aubum Professional Plaza, LLC
City of Auburn/Aubum Professional Plaza, LLC
5.10.13
Page 11 of 16
c/o Michael John Klein, CPA
5743 Corsa Avenue, Suite 216
Westlake Village, CA 91362
Anthony Rafel, Esq.
Rafel Law Group,PLLC
600 University Street, Suite 2520
Seattle, WA 98101
Notice of change of address shall be given by written notice in the manner detailed in this
Section 14. �
15. General.
15.1. Entire Agreement. This is the entire agreement of Buyer and City with respect to
the matters covered hereby and supersedes all prior agreements between them, written or
oral. This Agreement may be modified only in writing, signed by Buyer and City. Any
waivers hei�eunder must be in writing. No waiver of any right or remedy in the event of
default hereunder shall constitute a waiver of such right or remedy in the event of any
subsequent default. This Agreement shall be governed by the laws of the State of
Washington. Venue for disputes under tlris agreement shalllie with the Superior Court of
King County,Washington.
15.2No Third Party Beneficiaries/Severability. This Agreement is far the benefit only of
the parties hereto and shall inure to the benefit of and bind the heirs, personal
representatives, successors and permitted assigns of the parties hereto. The invalidity or
unenforceability of any .provision of this Agreement shall not affect the validity or
enforceability of any other provision hereof. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but.all of which together shall
constitute one and the same insrivment.
153 Buyer waives its right to receive a resale certificate as provided for in RCW
6434.425.
15.4 Buyer waives its right to receive a Commercial Seller's Disclosure Form as provided
for in RCW 64.06.010(7).
16. Commissions. City represents to Buyer that Ciry has engaged a broker, agent or
finder in connection with the negotiations leading to this Agceement. Buyer represents to
City that Buyer has not engaged or in any way dealt with any bmker, agent or finder in
connection with the negotiations leading to this Agreement. The City will be responsible
for commissions to be paid to its broker. Other than as specified in tlus agreement, each
party hereby agrees to indemnify, defend and hold the othei party harmless from and
City of Aubum/Aubum Professional Plaza, LLC
5.10.13
Page 12 of 16
against any claims for broker's, agenYs, or finder's fees or commissions arising from or
through the actions of the indemnifying pacty.
17. Attomeys' Fees. In the event suit or action is insdtuted to interpret or enforce the
terms of this Agreement, the prevailing party therein shall be entitled to recover from the
other party such sum as the Court may adjudge reasonable as attorneys' fees, including
fees incurred at trial,on any appeal and in any petition for review.
18. Exclusivity. During the term of this Ageement City shall not market nor list the
Property for sale, nor accept any offers from third parties with respect to sale of the
Properfy.
19. Reservation of Police Power. Notwithstanding anything to the contrary set forth
herein, Buyer understands and aclmowledges that the City's authority to exercise its
police (regulatory)powers in accordance with applicable law shall not be deemed limited
by the provisions of this Agreement.
20. City Council Approval. The Buyer aclmowledges that this Agreement does not
bind the City of Auburn until the City Council approVes the Purchase Agreement and the
Mayor executesthe Agreemeat.
21. Licensing Disclosure. Buyer hereby discloses to City that Jeffrey Oliphant,
President of Buyer, is the managing broker; desig�nated broker and president of a
Wasliington licensed real estate brokerage firm that is not involved with tlris transaction.
City of Auburn/Aubum Professional Plaza, LLC
5.10.13
Page 13 of 16
21. Exhibits. Exhibit A attached hereto is incorporated herein as if fully set forth.
SIGNED in duplicate original as of the date first above written.
CITY OF AUBURN AUBURN PROFESSIONAL PLAZA,
LLC
BY
Peter B. Lewis,Mayor Jeffrey Oliphant, President
Attest:
Tifle
Danielle Daskam, City Clerk
Approved as to form:
DanieTB.Heid,Auburn Gity Attomey
EXHIBITS
Exhibit A, Warranty Deed
Gity of Aubum/Auburn Professional Plaza, LLC
5.10.13
Page 14 of 16
. . .
Retiun Address:
City of Aubum
Ci}y Clerk
25 West Main
.Sutium,WA 98001
Above this line reserved for recording information.
WARRANTY DEED
Reference#(if applicable): N/A
GranmrBorrower: City of Aub�un
Grantee/AssigneeBeneficiary: Aubian Professional Plaza,LLC
Legal Description/STR: Unit 380 of Lot 1,City of Auburn Boundary Line
Adjustxnent No.BLA0019,recorded under
recording number 20091124900003,records of
King County, Washington
Assessor's Tax Pazcel ID#:
For and in consideration of the sum of T'EN DOLLARS ($10.00) and other good.
and valuable consideration, receipt of which is hereby acknowledged, Crrantor, the City
of Au6nrn, a municipal corporation of the State of Wasliington, hereby conveys and
warrants to Auburn Professional Plaza, LLC, Grantee herein, its successors and
assigus, the proper[y legally described and depicted in Exhibit "A," attached hereto and
incoiporated herein by this reference(the"Property").
IN WITNESS WHEREOF; the parties have caused ttris instrument to be executed
by its proper officer(s)this day of_ ,2013.
Grantor:
The City of Auburn
By:
Its: Mayor
Date Signed:
City of Auburn/Aubum Professional P1aza, LLC
5.10.13 �
Page 15 of 16
STATE OF )
)ss.
County of )
STATE OF WASHINGTON )
)ss.
CounTy of King )
I certify that I know or have satisfactory evidence that PETER B. LEWIS is the person who appeared
before me,and said person acknowledged that he/she signed ttus instrument,on oath stated that he was
authorized to execute the instrument and acknowledged it as the Mayor of the Ciry of Aubum, a
Washington municipal corporation, to be the free and voluntary act of such party for the uses and
_
purposes menrioned inthis instrument. �
Dated
Notary Public in and for the State of
residing at
Myappointment eitpires_
City of Aubum/Auburn Professional Plaza;LLC
5.10.13
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