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HomeMy WebLinkAboutPurchase and Sale Agreement of Auburn Avenue Theater I'I PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of the /iv day ofA/ „yy, 2019 ("Effective Date"), by and between the City of Auburn, a Washington municipal corporation (the "City" or"Buyer"), and Jillian Enterprises, LLC, an Washington limited liability company ("Seller"). Seller and Buyer are collectively referred to as the"Parties." RECITALS A. Seller owns real property located at 10 Auburn Avenue in Auburn, Washington, also known as King County Parcel No. 0489000070 ("Subject property")which is legally described as shown in Exhibit A. B. On October 21, 2019, the City Council adopted Resolution No. 5465, authorizing the purchase of the Subject Property consistent with the Letter of Intent signed by the Seller on September 17,2019. AGREEMENT For good and valuable consideration,the receipt and sufficiency of which the Parties mutually acknowledge, Buyer and Seller agree as follows: 1. Certain Defined Terms. For purposes of this Agreement, the following capitalized terms in this Agreement will have the following definitions: 1.1 "Closing" or "Close of Escrow" means the recordation of the Deed in the Official Records and Seller's receipt of the Purchase Price. 1.2 "Closing Date"means the date which is thirty(30)days after the expiration or waiver of the due diligence and feasibility review period, but no sooner than January 1, 2020, and which may be extended pursuant to Section 5. 1.3 "Deposit" means an amount of ten thousand dollars ($10,000), plus any other amounts designated as a Deposit in this Agreement. 1.4 "Escrow" means the escrow opened with Escrow Agent for the consummation of the transaction described in this Agreement. 1.5 "Escrow Agent" means First American Title Insurance Company, located at: 920 5th Ave Suite 1200, Seattle, WA 98104. 1.6 "Official Records" means the official real property records of King County, Washington. 1.7 "Permitted Exceptions"has the meaning as set forth in Section 6.3 below. 1.8 "Purchase Price"has the meaning as set forth in Section 3. PSA Auburn Avenue Theater 11.14.19 Page 1 of 11 1.9 "Title Company"means First American Title Company. 1.10 "Title Policy" means the extended coverage 2006 ALTA owner's policy of title insurance issued by the Title Company to Buyer with coverage in the amount of purchase price, showing title to the Subject Property vested in Buyer subject only to the Permitted Exceptions. 2. Purchase and Sale. The Buyer agrees to buy, and Seller agrees to sell, the Subject property on the terms and conditions set forth in this Agreement. 3. Purchase Price; Cash Payment. The Purchase Price is Six Hundred Fifty Thousand Dollars and no cents($650,000.00),which will be payable in full at Closing. The Deposit will be applied to the Purchase Price due at Closing. The Purchase Price payment by Buyer will be via wire transfer of collected federal funds. 4. Earnest Money Deposit. On execution of this Agreement, Buyer will deposit with Escrow Agent Ten Thousand Dollars and no cents($10,000.00) in cash(the"Deposit"),which the Escrow Agent will hold as an earnest money deposit for this transaction. The Deposit will be held in Escrow and applied or disposed of by the Escrow Agent based on the terms of this Agreement. Escrow Agent will place the Deposit in an interest-bearing account approved by City and Buyer and all interest earned will be added to and become a part of the Deposit. The Deposit will not be refunded and will become property of the Seller upon expiration of the Buyer Feasibility period. 5. Due Diligence and Feasibility. Due Diligence and Feasibility' Period. Buyer shall have the right for a period of two months from the Effective Date of this Agreement(the"Due Diligence Period") to conduct Buyer's due diligence and feasibility review, examination and inspection of all matters pertaining to its acquisition of the Subject property, including such inspections, tests, and surveys as Buyer deems appropriate to determine the suitability of the Subject property for Buyer's intended use. Buyer is solely responsible to determine its ability to use the Subject property for its intended use, and is solely responsible for submitting all necessary applications for City, State, and Federal permits necessary to determine feasibility. Seller shall provide the Buyer and the Buyer's agents and consultants with reasonable access to the Property on the condition that Buyer and Buyer's agents and consultants execute all Right of Entry and Access Agreements as deemed necessary by the Seller. If, based upon the Buyer's review, examination and inspection, Buyer determines in its sole discretion that it intends to acquire the Subject property, then the Buyer shall promptly notify Seller of such determination in writing prior to the expiration of the Due Diligence Period and the Deposit will become nonrefundable(except as otherwise provided herein), and the Parties will proceed to Closing. In the event that the Buyer fails to deliver such notice to Seller on or before the expiration of the Due Diligence Period, Buyer will be deemed to be satisfied and to have waived its right to terminate this Agreement pursuant to this subsection. If Buyer timely and affirmatively advises the Seller in writing of its dissatisfaction based on its Due Diligence review, then this Agreement automatically terminates,the Parties' rights under this Agreement shall be of no further force or effect and the Deposit will be returned to the Buyer. Purchase and Sale Agreement—Auburn Avenue Theater Page 2 of 11 6. Title Policy. Promptly after mutual execution of this Agreement,Buyer will obtain an extended preliminary title insurance commitment covering the Property from the Title Company(the"Commitment"). The Title Company will be instructed to deliver a copy of the Title Commitment and copies of exceptions to Buyer, Seller, and the Parties' respective counsel. Approval by Buyer of the exceptions to title set forth in the Commitment(other than as hereinafter set forth) will be a condition precedent to Buyer's obligation to purchase the Property. Unless Buyer gives written notice that it disapproves the exceptions to title shown on the Commitment (other than the exceptions to title approved by Buyer and described in Section 6.1 below), stating the exceptions so disapproved, within ten (10) days after the date of this Agreement, Buyer will be deemed to have approved such exceptions. If Buyer disapproves any title exceptions, Seller will have a ten (10) day period after its receipt of Buyer's written notice of disapproval of the same within which to provide written notice to Buyer as to which of such disapproved title exceptions the Seller will remove (or cause to be removed) from title; provided, however, that Seller will not be required to actually remove such exception(s) until Closing. If, for any reason, Seller's notice given pursuant to the immediately preceding sentence does not covenant to remove all of Buyer's disapproved title exceptions at or prior to Closing, Buyer has the right to terminate this Agreement by written notice to Seller and Escrow Agent given within ten(10)days after the earlier of the expiration of such ten(10)day period or the date Seller 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 will 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 Seller to sell,and Buyer to buy,the Subject property will terminate. 6.1 Permitted Exceptions. In addition to such other exceptions to title as may be approved by Buyer pursuant to the provisions of Section 6 above, Buyer shall accept title to the Property subject to the following(collectively,the "Permitted Exceptions"): 6.1.1 The printed exceptions which appear in the 2006 ALTA form extended coverage owner's policy of title insurance issued by Title Company in the State of Washington; and items created by,or on behalf of,Buyer. 7. Buyer's Right of Entry. Buyer, and its agents and consultants, at Buyer's sole expense and risk,may enter the Property during the term of this Agreement at reasonable times scheduled in advance with Seller for the purpose of Buyer's due diligence and feasibility study of the Property. Buyer will(a)exercise care at all times on or about the Subject property, and (b)take precautions for the prevention of injury to persons or damage to property on or about the Subject property. Any physical alteration of the Subject property in connection with Buyer's study will be restored by Buyer immediately upon demand by Seller, at Buyer's sole expense. Buyer indemnifies Seller against any loss, damage, or claim resulting from Buyer's inspections and tests. Buyer is not Seller's agent in connection with such activities and has no authority to allow any liens to encumber the Subject property. Buyer shall keep the Property free from all mechanics', materialmen's and other liens, and all claims thereof, arising from any work or labor done,services performed,or materials and supplies furnished in with Buyer's actions in the exercise of its right of entry on the Property and Buyer will maintain all insurance as required by the Seller with respect to activities on the Subject property. Purchase and Sale Agreement—Auburn Avenue Theater Page 3 of 1 l 8. Closing. 8.1 Time for Closing. This purchase and sale will be closed in the office of Escrow Agent on the Closing Date. Buyer and Seller will deposit in Escrow with Escrow Agent all • instruments, documents and monies necessary to complete the sale under this Agreement. Funds held in reserve accounts pursuant to escrow instructions will be deemed, for purposes of this definition, as available for disbursement to Seller. Neither party needs to be physically present at the Closing. 8.2 Closing Costs. 8.2.1 Seller's Costs. Seller will pay (a) one-half of the escrow fees of the Escrow Agent; (b) the Seller's share of prorations, if any; and (c) real estate excise taxes, if any. 8.2.2 Buyer's Costs. Buyer will pay (a) one-half of 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 endorsements or coverage Buyer may require, including applicable sales tax. 8.2.3 Other Costs. Buyer and Seller will each be responsible for and pay its own legal fees and fees of its own consultants. All other costs and expenses will be allocated between Buyer and City in accordance with the customary practice of King County, Washington. 8.2.4 Real Property Taxation. The Seller will be responsible for all real property taxes due and owing prior to the Closing. 8.3 Closing Documents. 8.3.1 Seller's Documents. At Closing, Seller will deliver to Escrow Agent the following instruments and documents: a. The executed and acknowledged Statutory Warranty Deed in the form attached as Exhibit"A," conveying the Property to Buyer; b. The executed real estate excise tax affidavit to accompany the Deed; and c. An executed nonforeign person affidavit in the form required under Section 1445 of the Internal Revenue Code. 8.3.2 Buyer's Documents. At Closing, Buyer shall deliver to Escrow Agent the following funds, instruments and documents: a. The balance of the Purchase Price in accordance with Section 3; and b. An executed real estate excise tax affidavit. 9. Possession. Buyer is currently occupying the Subject Property under the existing lease, and will be entitled to possession of the Property upon Closing. Purchase and Sale Agreement—Auburn Avenue Theater Page 4 of 1 l 10. Title Insurance. As soon as available after Closing, Buyer will provide to Seller the Title Policy,dated as of the Closing Date, subject only to the Permitted Exceptions. 11. Representations and Warranties. 11.1 Seller's Representations and Warranties. In addition to any other representations or warranties of City elsewhere in this Agreement, Seller represents and warrants to Buyer now, and as of the Date of Closing,that: 11.1.1 Authority. That the Seller has full power and authority to execute this Agreement and perform Seller's obligations hereunder, and all necessary action to authorize this transaction has been taken,except as specifically provided herein. 11.1.2 Hazardous Substances. Seller has not received notification of any kind from any governmental agency suggesting that the Subject property is or may be targeted for a Hazardous Substances cleanup; to the best of Seller's knowledge, but without duty of investigation. the Subject 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,"Hazardous Substances"),or(b)as a landfill or waste disposal site; to the best of Seller's knowledge, but without duty of investigation ,the Subject property has not been contaminated with any Hazardous Substances; and (c) to the best of Seller's knowledge, but without duty of investigation, there are no underground storage tanks on the Subject property. Buyer agrees to waive the Seller's Disclosure Statement under RCW 64.06.010 with the exception of item 6 "Environmental" under RCW 64.06.013. Prior to closing, Buyer will be responsible to evaluate the property for hazardous substances and Seller will be given the opportunity, but will not be obligated, to remediate any concerns brought to the attention of environmental authorities. 11.1.3 Buyer's Representations and Warranties. In addition to any other representations and warranties of Buyer elsewhere in this Agreement, Buyer represents and warrants to Seller now,and as of the Date of Closing,that(a)Buyer has full power to execute, deliver and carry 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 this Agreement on behalf of Buyer has the authority to bind Buyer to the terms and conditions of this Agreement. 11.1.4 "As is"condition of Subject property. The Purchase Price reflects that the Buyer is purchasing the Subject property ``as is," "where is," and"with all faults," except to the extent of representations and warranties specifically made by Seller or in the Statutory Warranty Deed or other documents to be delivered by Seller at Closing. Buyer waives and relinquishes all rights and privileges arising out of, or with respect to, any representations, warranties, or covenants, both express and implied, which may have been given, by Seller or its representatives, including any broker, except for those representations, warranties, and covenants set forth in this Agreement. Except to the extent of any representations or warranties set forth in this Agreement or in documents to be delivered by Seller at Closing, Buyer has not relied on and will not rely on,and Seller expressly disclaims any liability,representations or warranties with Purchase and Sale Agreement—Auburn Avenue Theater Page 5 of 11 respect to: (a) the condition of the Subject property or the suitability of the Subject property for habitation, occupancy, or for Buyer's intended use or for any use whatsoever; (b) any applicable building,zoning or fire laws or regulations or the existence or compliance with any required permits, if any, of any governmental agency; (c) the availability or existence of any water, sewer, or utilities or any water, sewer, or utility districts; (d) access to any public or private sanitary sewer system; (e)the fact that all or a portion of the property may be located on or near an earthquake fault line; (f) boundary lines or encroachments; or (g) except as specifically set forth above, the presence of any hazardous substances on the Subject property including without limitation asbestos or formaldehyde,or the presence of any environmentally hazardous wastes or materials on or under the Subject property. Without limiting the generality of the foregoing, except to the extent of any representations or warranties set forth in this Agreement, the Seller has no liability to Buyer with respect to the condition of the Subject property under common law,or any federal,state,or local law or regulation, including but not limited to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 as amended, 42 U.S.C. Sections 9601, et. seq. and the Washington Model Toxics Control Act("MTCA"),Chapter 70.105D RCW. 11.1.5 Buyer's Release. Buyer releases and waives any claims which the Buyer has or may have against Seller under any of the foregoing laws or with respect to the condition of the Subject property, except to the extent of any claims Buyer may have arising from any express representations, warranties, or covenants of Seller under this Agreement. Buyer acknowledges to Seller that Buyer has the full opportunity under this Agreement to fully inspect the Subject property and Buyer assumes the responsibility and risks of any defects and conditions, including such defects and conditions, if any, that cannot be observed by casual inspection, subject to this Agreement. 12. Maintenance of Subject property; Risk of Loss, Condemnation. 12.1 Maintenance of Subject property. From the date of this Agreement until the Closing Date(or any earlier termination of this Agreement), Subject to the terms of the Lease, Seller agrees to maintain the Subject property in substantially the same condition existing as of the date hereof, ordinary wear and tear, damage by casualty excepted. 12.2 Risk of Loss; Condemnation. Risk of loss of or damage to the improvements on the Subject property will be borne as provided in the Lease at all times until the Closing Date and no event of casualty or damage shall affect the parties' obligations under the Agreement or the Purchase Price, however, Buyer will have the right to receive any insurance proceeds due Seller in connection with any casualty or damage and Seller hereby covenants to maintain commercially reasonable casualty insurance in place with respect to the Subject property at all times prior to Closing. City shall promptly notify Buyer of any condemnation or eminent domain proceeding which affects the Subject property. In the event of any condemnation 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 Subject property,Buyer may elect either to terminate this Agreement,or to purchase the Subject property in the condition existing on the Closing Date without adjustment of the Purchase Price. If Buyer elects to purchase the Property, City shall not be liable to restore same, and Buyer shall be entitled to any Purchase and Sale Agreement—Auburn Avenue Theater Page 6 of 11 condemnation award or payment in lieu thereof payable to City in its capacity as the owner thereof. 13. Default. 13.1 Time of Essence. Time is of the essence of this Agreement. 13.2 Seller's Remedies for Buyer's Default or Failure to Close. If Buyer fails, without legal excuse, to complete the purchase of the Subject property in accordance with this Agreement, Seller's sole and exclusive remedies shall be to retain the Deposit as liquidated damages. Buyer expressly agrees that the retention of the Deposit by Seller 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 does not constitute a penalty. In this respect. Buyer and Seller acknowledge that these damages have been specifically negotiated between Buyer and Seller and are, inter alia.to compensate Seller for delaying the eventual sale of the Subject property and to compensate Seller or its costs and expenses associated with this Agreement. Buyer waives the rights and benefits of any law, rule, regulation or order now or hereafter existing that would allow Buyer to claim a refund of the Deposit as unearned earnest money, a penalty or for any other reason except default by Seller. 13.3 Buyer's Remedies for Seller's Default. If Seller fails to complete the sale of the Subject property in accordance with this Agreement. Buyer's remedy will be to terminate this Agreement or to seek specific performance. 14. Notices. All notices, demands and other communications required or permitted 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, return-receipt requested,or by email at 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 notices are as follows: If to City: City of Auburn Economic Development 25 West Main Street Auburn. WA 98001-4998 Attn: Josh Arndt Email:jarndt:2auburnwa.gov With copies to: City Attorney's Office City of Auburn 25 West Main Street Auburn, WA 98001-4998 Attn: City Attorney Email: sgrosscuauburnwa.gov; kcomeau.cuauburnwa.gov Purchase and Sale Agreement—Auburn Avenue Theater Page 7 of 11 If to Seller: Jillian Enterprises, LLC Attn: JB Douglas 8601 N. Thorne LN SW Lakewood, WA 98498 Email jbdouglasmsn.com With copies to: Robert E. West, Jr. West Law Offices, PS 332 1st St.NE Auburn, WA 98002 Email: ryvest c�westlawoffices.com Notice of change of address shall be given by written notice in the manner detailed in this Section. 15. General. 15.1. Entire Agreement. This is the entire agreement of Buyer and Seller 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 Seller. Any waivers mustbein writing. No waiver of any right or remedy in the event of default will constitute a waiver of such right or remedy in the event of any subsequent default. This Agreement will be governed by the laws of the State of Washington. Venue for disputes under this agreement is the Superior Court of King County, Washington. 15.2 No Third Party Beneficiaries/Severability. This Agreement is for 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 instrument. 15.3 Attorneys' Fees. In the event suit or action is instituted to interpret or enforce the terms of this Agreement, the prevailing party is 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. 15.4 Exclusivity. During the term of this Agreement, Seller will not market nor list the Subject property for sale, nor accept any offers from third parties with respect to sale of the Subject property. 15.5. Reservation of Police Power. Notwithstanding anything to the contrary set forth in this Agreement, Buyer understands and acknowledges 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. 15.6 Dedication of Auditorium and Naming Right. Buyer agrees to name the auditorium on the Subject Property the "Jillian Douglas Auditorium." Seller will provide Purchase and Sale Agreement—Auburn Avenue Theater Page 8 of 11 1 placards or plaques at Seller's expense. The design of shall be approved by Buyer. This Naming Right shall continue for a period of 25 years after the Date of Closing. If,during this period, the present structure is razed and replaced, a reasonable effort will be made by Buyer to find an appropriate replacement location to recognize and post the dedication to Jillian Douglas. This provision shall survive closing. 15.7. Expiration of Lease. Except for provisions that will survive Closing as provided herein, the Lease entered into between Buyer and Seller dated July 18, 2006, shall terminate on Closing. 15.8. Exhibits. Exhibit A attached is incorporated into this Agreement. SIGNED in duplicate original as of the date first above written. CITY OF AUBURN JILLIAN ENTERPRISES,LLC _1. ��•' By ancy Bac,i ayor .B.Douglas,Governor Appro -s a to form: 111_t� Steve Gross,Auburn ttorney Purchase and Sale Agreement—Auburn Avenue Theater Page 9 of 11 Return Address: City of Auburn City Clerk 25 West Main Auburn, WA 98001 Above this line reserved for recording information. STATUTORY WARRANTY DEED Grantor: Jillian Enterprises, LLC Grantee: City of Auburn Abbreviated Legal: Lots 5, 6 &7,Block 14, LW Ballard's 3"d Addition to Slaughter Tax Parcel Number: 048900-0070 The grantor,Jillian Enterprises, LLC, for and in consideration of One Dollar and other valuable consideration in hand paid, conveys and warrants to the City of Auburn, Washington,the following described real estate(see attached Exhibit A- Legal Description) situated in the county of King, state of Washington. Dated this day of 20 Jillian Enterprises, LLC—A Washington Limited Liability Company JB Douglas STATE OF WASHINGTON ) )ss. County of ) The undersigned Notary Public hereby certifies: That on this day of 20 , personally appeared before me (name), (title), to me known to be the individual(s) described in and who executed the within instrument, and acknowledged that he/she signed and sealed the same as his/her free and voluntary act and deed, for the purposes and uses therein mentioned, and on oath stated that he/she was duly authorized to execute said document on behalf of In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year fust above written. Notary Public in and for the State of Washington, Residing at My commission expires Statutory Warranty Deed Attachment "Exhibit A- Legal Description" LOTS 5, 6 AND 7 BLOCK 14 L W BALLARD'S 3RD ADDITION TO SLAUGHTER ACCORDING TO THE PLAT THEREOF,RECORDED IN VOLUME 8 OF PLATS, PAGE 47, RECORDS OF KING COUNTY, WASHINGTON, EXCEPT PORTIN OF SAID LOTS 6 AND 7 CONDEMNED IN KING COUNTY SUPERIOR COURT CAUSE NUMBER 140546 FOR STREET PURPOSES AS PROVIDED BY ORDINANCE NUMBER 356 OF THE CITY OF AUBURN First American Title Insurance Company National Commercial Services 920 Fifth Avenue.Suite 1200•Seattle.WA 98104 Office Phone(206)615-3150 Office Fax: Buyer's Estimated Settlement Statement File No: NCS-990124-WA1 Escrow Officer: Rachel Norambuena/RN Estimated Settlement Date: 01/31/2020 Disbursement Date: Property:- - - — - - 10 Auburn Avenue,Auburn,WA 98002 Buyer: City of Auburn Economic Development,25 West Main Street.Auburn.WA 98001-4998 Seller: Jillian Enterprises.LLC 8601 North Thorne Lane Southwest,Lakewood.WA 98498 Description Buyer Charge 1 Buyer Credit Consideration 'hh Total Consideration 650,000.00 Title/Escrow Charges I Closing-Escrow Fee Split 50/50$1,250.00 Sales Tax:$126.26 to First American Title 688.13 Insurance Company National Commercial Services Policy-Standard ALTA 2006 Owner's Plus Extended$2.462.00 Sales Tax:$248.66 to First 2,710.66 American Title Insurance Company National Commercial Services Endorsement(0)ALTA 28.1 $300.00 Sales Tax'$30 30 to First American Title Insurance 330.30 Company National Commercial Services Estimated Recording Fees 125.00 I i Cash(X From)( To)Buyer 653.854.09 Totals 653.854.09 653,854 09 PLEASE NOTE: A modification of money-transfer or disbursement instructions can be a red flag for Online Banking Fraud and could be a trap for the unwary. Should we knowingly receive such a modification,in the interest of prudence,we may consider it suspect and call a known and trusted phone number to verify its authenticity and accuracy. Your awareness and cooperation in taking appropriate steps to prevent fraud is greatly appreciated. Notice-This Estimated Settlement Statement is subject to changes,corrections or additions at the time of final computation of Escrow Settlement Statement. See Attached Signatures Settlement Statement Page 1 of 1 Print Date-01/28/2020,3.08 PM Buyer's Estimated Settlement Statement Settlement Date: File No: NCS-990124-WA1 Officer: Rachel Norambuena/RN BUYER(S): City of Auburn Washington Municipal Corporation By: , ,_ I ame: 'y Backus Title: Ma• Signature Page 1 of 1 Print Date 01/28/2020,308 PM M ? N r First American Title Insurance Company National Commercial Services 920 Fifth Avenue, Suite 1200, Seattle, WA 98104 (206)615-3150 Fax Escrow File No.: NCS-990124- WA1 Title Order No: NCS-990124- WA1 Purchaser(s): City of Auburn Seller: Jillian Enterprises, LLC ESCROW INSTRUCTIONS For Purchase and Sale Transaction The undersigned buyer and seller (referred to herein as "the parties") hereby designate and appoint FIRST AMERICAN TITLE INSURANCE COMPANY (referred to herein as "the closing agent") to act as their closing and escrow agent according to the following agreements and instructions. IT IS AGREED, AND THE CLOSING AGENT IS INSTRUCTED, AS FOLLOWS: Terms of Sale. The terms and conditions of the transaction which is the subject of these instructions (referred to herein as "the transaction") are set forth in the parties' Purchase and Sale Agreement, Earnest Money Agreement, or other written agreement, and any attachments, amendments or addenda to that agreement (referred to herein as "the parties' agreement"), which is made a part of these instructions by this reference. Any changes to the parties' agreement will be made a part of these instructions, without further reference, when signed by the parties and delivered to the closing agent. These instructions are not intended to amend, modify or supersede the terms and conditions of the parties' agreement and if there is any conflict or inconsistency between these instructions and the parties' agreement, the terms and conditions of the parties' agreement shall control. Description of Real Property. The real property which is the subject of the transaction (referred to herein as "the property") is identified in the parties' agreement. The documents required to close the transaction must contain the "legal description" of the property. If the parties' agreement does not yet contain the correct legal description, the parties or the real estate agent shall obtain an addendum setting forth the legal description as soon as possible and deliver it to the closing agent. Closing Date. The date on which the documents required to close the transaction are filed for record (referred to herein as "the closing date") shall be on or before the date for closing of the transaction specified in the parties' agreement or in an addendum extending that date. Documents. The closing agent is instructed to select, prepare, complete, correct, receive, hold, record and deliver documents as necessary to close the transaction. The closing agent may request that certain documents be prepared or obtained by the parties or their attorneys, in which case the parties shall deliver the requested documents to the closing agent before the closing date. Execution of any document will be considered approval of its form and contents by each party signing such document. Page 1 of 5 Rachel Norambuena/rn/01/27/2020/NCS-990124-WA1/206 Deposits and Disbursements of Funds. Before the closing date, each party shall deposit with the closing agent all funds required to be paid by such party to close the transaction, less any earnest money previously deposited. The closing agent is authorized, but not required, to consider a lending institution's written commitment to deposit funds as the equivalent of a deposit of such funds, if all conditions of the commitment will be met on or before the closing date. All funds received by the closing agent shall be deposited in a trust account with any bank doing business in the State of Washington and may be transferred to any other such accounts. The closing agent shall not be required to disburse any funds deposited by check or draft until it has been advised by its bank that such check or draft has been honored. Settlement Statement. The closing agent is instructed to prepare a settlement statement showing all funds deposited for the account of each of the parties and the proposed disbursements from such funds. No funds shall be disbursed until the parties have examined and approved the settlement statement. Some items may be estimated, and the final amount of each estimated item will be adjusted to the exact amount required to be paid at the time of disbursement. The settlement statement will be subject to audit and any errors or omissions may be corrected at any time. If any monetary error is found, the amount will be immediately paid by the party liable for such payment to the party entitled to receive it. Prorations. Adjustments or pro-rations of real estate taxes, and other charges if any, shall be made on a per-diem basis using a 365 day year, unless the closing agent is otherwise instructed. Title Insurance. The closing agent is instructed to obtain and forward to the parties a preliminary commitment for title insurance on the property and on any other parcel of real property that will be used to secure payment of any obligation created in the transaction (referred to herein as "the title report"). Verification of Existing Encumbrances. The closing agent is instructed to request a written statement from the holder of each existing encumbrance on the property, verifying its status, terms, balance owing and, if it will not be removed at closing, the requirements that must be met to obtain a waiver of any due-on-sale provision. The closing agent is authorized to rely upon such written statements in the performance of its duties, without liability or responsibility for their accuracy or completeness. Instructions From Third Parties. If any written instructions necessary to close the transaction according to the parties' agreement are given to the closing agent by anyone other than the parties or their attorneys, including but not limited to lenders, such instructions are accepted and agreed to by the parties. Disclosure of Information to Third Parties. The closing agent is authorized to furnish, upon request, copies of any closing documents, agreements or instructions concerning the transaction to the parties' attorneys, and to any real estate agent, lender or title insurance company involved in the transaction. Other papers or documents containing personal or financial information concerning any party may not be released to anyone other than the party's attorney or lender, without prior written approval. Potential Legal Problems. If the closing agent becomes aware of any facts, circumstances or potential problems which in the closing agent's opinion should be reviewed by any of the parties' attorneys, the closing agent is authorized, in its sole discretion, to advise the parties of such facts, circumstances or potential problems and recommend that legal counsel be sought. Closing Agent's Fees and Expenses. The closing agent's fee is intended as compensation for the services set forth in these instructions. If additional services are required to comply with any charge or addition to the parties' agreement or these instructions, or as a result of any party's assignment of interest or delay in performance, the parties agree to pay a reasonable additional fee for such services. The parties shall also reimburse the closing agent for any out-of-pocket costs and expenses incurred by it under these instructions. The closing agent's fees, costs and expenses shall be due and payable on the closing date or other termination of the closing agent's duties and responsibilities under these instructions, and shall be paid one-half by the buyer and one-half by the seller unless otherwise provided in the parties' agreement. Page 2 of 5 Rachel Norambuena/rn/01/27/2020/NCS-990124-WA1/206 Cancellation. These instructions may be canceled by a written agreement, signed by all of the parties, and payment of the closing agent's fees, costs and expenses. Upon receipt of such agreement and payment, the closing agent shall return any money or documents then held by it to the parties that deposited the same, and shall have no further duties or responsibilities under these instructions. Inability to Comply With Instructions. If the closing agent receives conflicting instructions or determines, for any reason, that it cannot comply with these instructions by the date for closing specified in the parties' agreement or in any written extension of that date, it shall notify the parties, request further instructions, and in its discretion: (1) continue to perform its duties and close the transaction as soon as possible after receiving further instructions, or (2) if no conflicting instructions have been received, return any money or documents then held by it to the parties that deposited the same, less any fees and expenses chargeable to such party, or (3) commence a court action, deposit the money and documents held by it into the registry of the court, and ask the court to determine the rights of the parties. When the money and documents have been returned to the parties or deposited into the registry of the court, the closing agent shall have no further duties or responsibilities under these instructions. Disputes. Should any dispute arise between the parties, or any of them, and/or any other party, concerning the property or funds involved in the transaction, the closing agent may, in its sole discretion, hold all documents and funds in their existing status pending resolution of the dispute, or join or commence a court action, deposit the money and documents held by it with the court, and ask the court to determine the rights of the parties. Upon depositing said funds and documents with the court, the closing agent shall have no further duties or responsibilities under these instructions. The parties jointly and severally agree to pay the closing agent's costs, expenses and reasonable attorney's fees incurred in any lawsuit arising out of or in connection with the transaction or these instructions, whether such lawsuit is instituted by the closing agent, the parties, or any other person. Notices. Any notice, declaration or request made under these instructions shall be in writing, signed by the party giving such notice or making such declaration or request, and personally delivered or mailed to the closing agent and other parties at their addresses set forth in these instructions. Amendments. Any amendment, addition or supplement to these instructions must be in writing, signed by the appropriate parties and delivered to the closing agent. Counterparts. These instructions may be executed in one or more counterparts with like effect as if all signatures appeared on one copy. Effect. These instructions shall bind and benefit the parties, the closing agent, and their successors in interest. Definitions. when used herein or in any amendment, addition or supplement hereto, words and phrases are defined and are to be construed as follows: The words "buyer" and "seller" refer to all persons and entities identified as such by their signatures on this document,jointly and severally unless otherwise indicated, and shall be construed interchangeably with other similar terms such as "purchaser", "vendee", "vendor", "grantee" or "grantor" as may be appropriate in the context and circumstances to which such words apply. The word "lender" refers to any lending institution or other party, including the seller if appropriate, that has agreed to provide all or part of the financing for the transaction or to which the buyer has made a loan application. The phrase "these instructions" refers to the agreements, instructions and provisions set forth in this document and all amendments, additions and supplements to this document. The phrase "the property" refers to the real property identified in the parties agreement, including any other parcel of real property that will be used to secure payment of any obligation created in the transaction, and does not include any items of personal property unless otherwise specifically stated in these instructions. The phrase "outside of escrow" refers to any duty, obligation or other matter which is the sole responsibility of the parties or of any party, and for which the closing agent shall have no responsibility or Page 3 of 5 Rachel Norambuena/rn/01/27/2020/NCS-990124-WA1/206 liability. In these instructions, singular and plural, masculine and feminine words, shall be construed interchangeably as may be appropriate in the context and circumstances to which such words apply. MATTERS TO BE COMPLETED BY THE BUYER AND SELLER IMPORTANT-READ CAREFULLY The following items must be completed by the parties, outside of escrow, and are not part of the closing agents' duties under these instructions. Disclosures, Inspection and Approval of the Property. Any required disclosures concerning the property, or inspections or approvals of the property or of improvements, additions or repairs to the property will be arranged and completed by the parties, outside of escrow. The closing agent shall have no liability with respect to the accuracy of any disclosures made, or for the physical condition of the property, or any buildings, improvements, plumbing, heating, cooling, electrical, septic or other systems on the property, and no responsibility to inspect the property, or to otherwise determine or disclose its physical condition, or to determine whether any required disclosures have been made, or whether any required improvements, additions or repairs have been satisfactorily completed. Personal Property. Any required inspections, approvals or transfers of possession of any owned or leased fixtures, equipment or other items of personal property included in the transaction, and payment of any personal property, sales or use taxes, will be completed by the parties outside of escrow. Unless otherwise instructed, the closing agent shall have no responsibility with respect to such personal property and shall not be required to determine the status or condition of the title to, encumbrances upon, ownership, or physical condition of such personal property, nor to calculate, pro-rate, collect, prepare returns for or pay any personal property tax, sales tax or use tax arising from the transaction. Utilities. All orders, cancellations, transfers, payments and adjustment of accounts for water, sewer, garbage collection, electricity, gas, fuel oil, telephone, television cable and any other utilities or public services will be completed by the parties outside of escrow. Unless otherwise instructed, the closing agent shall have no responsibility to determine, collect, pay, pro-rate or adjust charges for installation or service for any utilities or public services, except to pro-rate existing recurrent assessments for public improvements, if any, which appear on the title report. Fire & Casualty Insurance. If a new policy of fire, hazard or casualty insurance on the property is necessary to close the transaction, the buyer will arrange for the policy to be issued, outside of escrow, and will provide evidence of the required insurance coverage to the closing agent before the closing date. Unless otherwise instructed, the closing agent shall have no responsibility to contract for or obtain any policy of fire, hazard or casualty insurance on the property, or any assignment of such policy. Possession of the Property. The transfer of possession of the property shall be arranged directly between the parties outside of escrow and shall not be the responsibility of the closing agent. Collection Account. If any financing for the transaction will be provided by a private party, the parties are advised to open a collection account at a financial institution to receive and disburse payments to be made under the private promissory note or contract. The collection account shall be established by the parties outside of escrow and shall not be the responsibility of the closing agent. Payment of Omitted Taxes. If any additional real property taxes are assessed for recent improvements made to the property and not added to the tax rolls before the closing date, the parties shall pay their respective shares of such omitted taxes, pro-rated as of the closing date, within 30 days after receipt of notification that such taxes have been assessed. The closing agent shall not be responsible or liable for any assessment, collection or payment of omitted taxes. Individual Taxes. The parties are advised to consult with their attorneys to determine whether they must report income, deduct expenses or losses, or withhold or pay any income or business taxes as a result of Page 4 of 5 Rachel Norambuena/rn/01/27/2020/NCS-990124-WA1/206 the transaction. The closing agent shall have no responsibility for the parties' individual tax consequences arising from the transaction. Foreign Investment in Real Property Tax Act. If any seller is, or may be, a non-resident alien or a foreign corporation, partnership, trust or estate for the purposes of United States in income taxation, the parties are advised to consult with their attorneys before the closing date to determine their responsibilities and liabilities, if any, under the Foreign Investment in Real Property Tax Act (section 1445 et seq. of the Internal Revenue Code). The closing agent is not required to verify the nationality or foreign status of any of the sellers, or to withhold, report or pay any amounts due under such act. Approvals and Permits. The parties are advised to consult with their attorneys to determine whether any building, zoning, subdivision, septic system, or other construction or land use permits or approvals will be required, either before or after the closing date. The closing agent shall have no responsibility with respect to any such permit or approval, and shall have no liability arising from the failure of any party to obtain, or from the refusal of any governmental authority to grant, any such permit or approval. Compliance With Certain Laws. The parties are advised to consult with their attorneys to determine their rights and responsibilities, if any, with respect to disclosures concerning the condition of the property, or under the Consumer Protection Act, Truth-in-Lending Act, Interstate Land Sales Act or other similar laws. The closing agent shall have no responsibility for disclosures concerning the condition of the property, or for the parties compliance, nor any liability arising from the failure of any party to comply, with any such requirement or law. Additional Instructions. City of Auburn Washington Municipal Corporation Jillian Enterprises, LLC, a Washington limited liability company By: ame: Na ackus By: Douglas Marital Community, its Sole Member Title: Mayo By: Name: J.B. Douglas Title: Manager Page 5 of 5 Rachel Norambuena/rn/01/27/2020/NCS-990124-WA1/206 Supplement to ESCROW INSTRUCTIONS For Purchase and Sale Transaction Including Instructions to Record Documents and Disburse Funds Escrow File No.: NCS-990124- WA1 Title Order No: NCS-990124- WA1 Purchaser(s): City of Auburn Seller: Jillian Enterprises, LLC This is a part of the Escrow Instructions signed by the parties under the First American Title Insurance Company, (hereinafter Escrow Agent) escrow file number set forth above. Except as expressly modified, changed or amended by this supplement, all terms and conditions of the Escrow Instructions, and any previous supplements, additions or amendments thereto, shall remain in effect. THE SELLER HAS APPROVED, SIGNED AND DEPOSITED THE FOLLOWING DOCUMENTS WITH THE ESCROW AGENT UNDER THESE INSTRUCTIONS: [X ] Statutory Warranty Deed [X ] Foreign Investment in Real Property Tax Act (FIRPTA) [ ] Purchaser's Assignment of Contract and Deed [ ] Bill of Sale (for personal property) [X ] Real Estate Excise Tax Affidavit [ ] Assignment and Assumption of Leases, Rents and Security Deposits [X ] Owner's Affidavit of Title [ ] [ ] THE BUYER HAS APPROVED, SIGNED AND DEPOSITED THE FOLLOWING DOCUMENTS WITH THE ESCROW AGENT UNDER THESE INSTRUCTIONS: [X ] Copy of Statutory Warranty Deed [X ] Real Estate Excise Tax Affidavit [ ] Promissory Note [ ] Deed of Trust [ ] Security Agreement (for personal property) [ ] Financing Statement (for personal property) [ ] Assignment and Assumption of Leases, Rents and Security Deposits [ ] Exchange Instructions [ ] Assignment Agreement [ ] [ ] Page 1 of 3 Rachel Norambuena/rn/01/27/2020/NCS-990124-WA1/206 BY SIGNING THIS DOCUMENT, EACH PARTY ACKNOWLEDGES: Conditions of Parties' Agreement Satisfied. All terms and conditions of the parties' agreement have been met to my satisfaction, or will be met, satisfied or complied with outside of escrow. Title Report Approved. The Preliminary Commitment for Title Insurance, including the legal description of the property and all attachments, supplements and endorsements to that report, issued by First American Title Insurance Company under order number NCS-990124-WA1, are approved by me and made a part of these instructions by this reference. Settlement Statement Approved. The settlement statement prepared by the Escrow Agent is approved by me, made a part of these instructions by this reference, and I agree to pay my costs, expenses and other obligations itemized on that statement. I understand that any estimated amounts will be adjusted to reflect the exact amounts required when the funds are disbursed, that the settlement statement continues to be subject to audit at any time, and if any monetary error is found, the amount will be paid by the party liable for such payment to the party entitled to receive it. Limitation of Escrow Agent's Duties. Under these instructions, the Escrow Agent may select and prepare documents used to transfer title to certain items of real and/or personal property, and will perform other services ordinarily required to close that portion of the transaction. Since the transaction involves business or commercial property, there will be other legal requirements which must be met by the parties. The Escrow Agent is not permitted to determine what those requirements may be, nor to advise the parties concerning them. Recommendation to Consult Legal Counsel. The parties are strongly advised to consult with their attorneys to determine their rights and responsibilities with respect to the business and legal requirements arising from this transaction. BY SIGNING THIS DOCUMENT,THE BUYER FURTHER ACKNOWLEDGES: Property Approved. I have had adequate opportunity to inspect the property and to determine the exact location of its boundaries. The location and physical condition of the property and any buildings, improvements, plumbing, heating, cooling, electrical or septic systems on the property are approved. I understand that all inspections and approvals of the location and physical condition of the property are my sole responsibility, and are not part of the Escrow Agent's duties and responsibilities. I hereby release and agree to hold the Escrow Agent harmless from any and all claims of liability for loss or damage arising or resulting from any physical condition or defect on the property, or from the location of its boundaries. Assumed Encumbrances Approved. I have had adequate opportunity to review the terms of payment, interest rates and conditions of any existing notes, deeds of trust, mortgages, contracts, assessments or other debts or obligations that I will assume and agree to pay in this transaction, and hereby approve the same. THE ESCROW AGENT IS INSTRUCTED TO PROCEED AS FOLLOWS: Instruction to Close. The Escrow Agent is instructed to perform its customary closing duties under these instructions, to deliver and record documents according to these instructions, and to disburse the funds according to the settlement statement, adjusting estimated amounts, when the Escrow Agent has the documents required to close the transaction in its possession and has, or will obtain when the documents have been delivered and recorded: 1. Sale proceeds for the seller's account in the sum of 650,000.00, to be disbursed subject to and in accordance with the settlement statement . 2. A policy of title insurance issued pursuant to the Preliminary Commitment for Title Insurance referred to above, insuring the buyer with (X) owner's or () purchaser's () standard or (X) extended coverage Page 2 of 3 Rachel Norambuena/rn/01/27/2020/NCS-990124-WA1/206 with liability of$650,000.00, having the usual clauses, provisions and stipulations customarily contained in the printed provisions and schedules of such policy forms, insuring the buyer's title to the property against all defects or encumbrances except those set forth in the printed exceptions and exclusions customarily contained in the printed provisions and schedules of such policy forms, matters attaching by, through or under the buyer, taxes not yet due, and the matters set forth in the following numbered paragraphs of Schedule B of the Preliminary Commitment for Title Insurance: 10- 13, 16 3. Such other policies of title insurance as may be required by any lenders that are providing financing for the transaction. Completion or Correction of Documents. The Escrow Agent is instructed to correct any errors found in any document deposited under these instructions, and to insert as necessary the closing date, the date on which interest begins to accrue, and the dates on which payments must be made, if such items are incomplete. Adjustments and Pro-rations. The closing agent is instructed to adjust and pro-rate as of(X), the closing date or() , real estate taxes for the current year, recurrent assessments if any . Reconciliation of the actual amount of any revenues or liabilities between Buyer and Seller for post-closing adjustments, collections and payments, pursuant to paragraph -- of the Agreement, will be handled between the parties outside of escrow and Escrow Agent will not be responsible nor liable for determination of any adjustments, collections, or payments. Proceeds Check: (_) Seller will pick up proceeds check. ( ) Mail proceeds check to seller at: ( ) Wire transfer - instructions attached Additional Instructions: Additional instruction shall be in writing and deposited with Escrow Agent prior to disbursement of funds and recording of and documents deposited herewith. BY SIGNING THIS DOCUMENT, EACH PARTY ACKNOWLEDGES: The Escrow Agent has not offered any legal advice or referred me to any named attorney, but has clearly requested that I seek independent legal counsel if I have any doubt concerning the transaction or these instructions. I have had adequate time and opportunity to read and understand these instructions and all other documents referred to in these instructions. City of Auburn Washington Municipal Corporation Jillian Enterprises, LLC, a Washington limited liability company By: a ' i. 4 t• me: Backus 1By: Douglas Marital Community, its Sole Member Title: M. • By: Name: J.B. Douglas Title: Manager Page 3 of 3 Rachel Norambuena/rn/01/27/2020/NCS-990124-WA1/206 s1 %NS F h t f First American Title Insurance Company National Commercial Services 920 Fifth Avenue Suite 1200 Seattle, Washington 98104 DISCLOSURES TO THE PARTIES UNDER APR-12 Escrow No: NCS-990124-WA1 Date: 12/31/2019 IN ACCORDANCE WITH THE REQUIREMENTS OF A.P.R. 12 OF THE SUPREME COURT OF THE STATE OF WASHINGTON, FIRST AMERICAN TITLE INSURANCE COMPANY AND THE CLOSING OFFICER SPECIFIED BELOW HAVE THE DUTY TO INFORM YOU OF THE FOLLOWING: 1) The Closing Officer is not acting as the advocate or representative of either party; 2) The Closing Officer will prepare documents which affect the legal rights of both parties; 3) The parties may have differing interests in the documents; 4) The parties have the right to be represented by lawyers of their own selection and each party may have a separate lawyer; 5) The Closing Officer cannot give legal advice to the parties concerning the manner in which the documents affect those parties. The Closing Officer is only permitted to select and complete documents which have been approved by the Limited Practice Board in accordance with a written Agreement between the parties and/or Lender's Instructions which contains all of the basic terms of the transaction. The Closing Officer is not permitted to negotiate terms which are not included in the written Agreement and/or Lender's Instructions. The Closing Officer is not permitted to practice law. In this transaction your Closing Officer is: Rachel Norambuena, his/her Limited Practice License No. is: 11013. FIRST AMERICAN TITLE INSURANCE COMPANY BY: Page 1 of 4 Rachel Norambuena/rn/01/27/2020/NCS-990124-WA1/206 Please acknowledge receipt of the foregoing Notice of Compliance with A.P.R. 12 and that you have read the same by signing your name(s) to the copy of this Notice on the signature line(s) below. (If such Notice has been hand-delivered or mailed to you, please return the copy of the Notice showing your signature(s) in the enclosed, stamped, self addressed envelope.) We will be unable to continue with the closing until we have received the signed Notice from you. I have received and read a copy of the Disclosure, and understand its contents this .1014-L" day of I.v ew•Ni , 2.1)2_0 City of Auburn Washington Municipal Corporation Jillian Enterprises, LLC, a Washington limited liability company By: tic Nan •• s By: Douglas Marital Community, its Sole Member : Title: Mayor. S By: Name: J.B. Douglas Title: Manager Page 2 of 4 Rachel Norambuena/rn/01/27/2020/NCS-990124-WA1/206 ATTACHMENT TO DISCLOSURES TO THE PARTIES UNDER APR 12 Date: December 31, 2019 File No.: NCS-990124-WA1 (RN) THE FOLLOWING DOCUMENTS INITIALED HAVE BEEN SELECTED AND PREPARED BY THE LIMITED PRACTICE OFFICER. RN EXCISE TAX AFFIDAVIT SUPPLEMENTAL EXCISE TAX AFFIDAVIT RN LPB 10 STATUTORY WARRANTY DEED LPB 11 STATUTORY WARRANTY DEED (FULFILLMENT OF REC) LPB 12 QUIT CLAIM DEED LPB 13 SELLER'S ASSIGNMENT OF CONTRACT AND DEED LPB 14 PURCHASER'S ASSIGNMENT OF CONTRACT AND DEED LPB 15 BARGAIN AND SALE DEED LPB 16-09 SPECIAL WARRANTY DEED LPB 20 DEED OF TRUST(SHORT FORM) LPB 21 ASSIGNMENT OF DEED OF TRUST LPB 22 DEED OF TRUST(LONG FORM) LPB 22A DEED OF TRUST LPB 23 REQUEST FOR FULL RECONVEYANCE LPB 24 REQUEST FOR PARTIAL RECONVEYANCE LPB 28A PROMISSORY NOTE LPB 29 REQUEST FOR NOTICE LPB 30 BILL OF SALE LPB 35 SUBORDINATION AGREEMENT LPB 44 REAL ESTATE CONTRACT(SHORT FORM) LPB 45 REAL ESTATE CONTRACT(LONG FORM) LPB 50 MORTGAGE (STATUTORY FORM) LPB 51 SATISFACTION OF MORTGAGE LPB 52 PARTIAL RELEASE OF MORTGAGE LPB 60 RELEASE OF LIEN LPB 61 PARTIAL RELEASE OF LIEN LPB 62 SATISFACTION OF JUDGMENT INITIALS: ta Page 3 of 4 Rachel Norambuena/rn/01/27/2020/NCS-990124-WA1/206 ATTACHMENT TO DISCLOSURES TO THE PARTIES UNDER APR 12 continued Date: December 31, 2019 File No.: NCS-990124-WA1 (RN LPB 63 PARTIAL RELEASE OF JUDGMENT LPB 64 WAIVER OF LIEN LPB 65 PARTIAL WAIVER OF LIEN LPB 70 SPECIAL POWER OF ATTORNEY (SALE) LPB 71 SPECIAL POWER OF ATTORNEY (PURCHASE/ENCUMBER) LPB 72S CONSUMER USE TAX RETURN (DEPARTMENT OF REVENUE) AUDITOR'S COVER SHEET UCC UCC UCC DEPARTMENT OF LICENSING FORMS LENDER LOAN DOCUMENTS THAT ARE APPROVED AND DESIGNED FOR USE BY THE SECONDARY MORTGAGE MARKET INCLUDING NOTES, DEEDS OF TRUST AND RIDERS, ASSIGNMENT OF MORTGAGE, ASSIGNMENT OF REVERSE ACCOUNT FUNDS, DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT DOCUMENTS. THE LIMITED PRACTICE OFFICER DID NOT PREPARE TRUTH-IN- LENDING DISCLOSURE. FMHA LOAN DOCUMENTS INITIALS: Page 4 of 4 Rachel Norambuena/rn/01/27/2020/NCS-990124-WA1/206 Department or re Revenue Wv, Stere REAL ESTATE EXCISE TAX AFFIDAVIT This form is your receipt CHAPTER 82.45 RCW-CHAPTER 458-61A WAC when stamped by cashier. THIS AFFIDAVIT WILL NOT BE ACCEPTED UNLESS ALL AREAS ON ALL PAGES ARE FULLY COMPLETED Only for sales in a single location code on or after January 1,2020. Check box if the sale occurred PLEASE TYPE OR PRINT in more than one location code. Check box if partial sale,indicate Wo sold. List percentage of ownership acquired next to each name. qName Jillian Enterprises,LLC,a Washington limited liability company Name City of Auburn Washington Municipal Corporation _ W OI Mailing Address 8601 North Thorne Lane Southwest W 1 Mailing Address Economic Development,25 West Main Street .c City/State/Zip Lakewood,WA 98498 m City/State/Zip Auburn,WA 98001-4998 Ce 1:e W Phone No.(including area code) W Phone No.(including area code) ©Send all property tax correspondence to:'X Same as Buyer/Grantee List all real and personal property tax parcel List assessed value(s) account numbers-check box if personal property• . Name 048900-0070-05 337,000.00 Mailing Address City/State/Zip Phone No.(including area code) 0133 flStreet address of property: 10 Auburn Avenue,Auburn,WA 98002 _ This property is located in Auburn(King) Check box if any of the listed parcels are being segregated from another parcel,are part of a boundary line adjustment or parcels being merged. Legal description of property(if more space is needed,you may attach a separate sheet to each page of the affidavit) See Legal Description attached hereto as Exhibit A and by this reference made a part hereof ©Select Land Use Code(s): Q List all personal property(tangible and intangible)included in selling price. 79 None enter any additional codes: (See back of last page for instructions) YES NO Was the seller receiving a property tax exemption or deferral under 7-' X i chapters 84.36,84.37,or 84.38 RCW(nonprofit organization,senior If claiming an exemption,list WAC number and reason for exemption: citizen,or disabled person,homeowner with limited income)? WAC No.(Section/Subsection) Is this property predominantly used for timber(as classified under X RCW 84.34 and 84.33)or agriculture(as classified under RCW • Reason for exemption 84.34.020)?See ETA 3215 YES NO Is this property designated as forest land per chapter 84.33 RCW? ' Type of Document Statutory Warranty Deed Is this property classified as current use(open space,farm and agricultural,or timber)land per chapter 84.34 RCW? Date of Document Is this property receiving special valuation as historical property '';X per chapter 84.26 RCW? If any answers are yes,complete as instructed below. Gross Selling Price$650,000.00 (1)NOTICE OF CONTINUANCE(FOREST LAND OR CURRENT USE) `Personal Property(deduct)$0.00 NEW OWNER(S):To continue the current designation as forest land or Exemption Claimed(deduct)$0.00 classification as current use(open space,farm and agriculture,or timber)land, Taxable Selling Price$650,000.00 you must sign on(3)below.The county assessor must then determine if Excise Tax:State the land transferred continues to qualify and will indicate by signing below.If Less than$500,000.01 at 1.1%$5,500.00 the land no longer qualifies or you do not wish to continue the designation or classification,it will be removed and the compensating or additional taxes will From$500,000.01 to$1,500,000 at1.28%$1,920.00 be due and payable by the seller or transferor at the time of sale.(RCW From$1,500,000.01 to$3,000,000 at 2.75%$0.00 84.33.140 or RCW 84.34.108).Prior to signing(3)below,you may contact Above$3,000,000 at 3.0%$0.00 your local county assessor for more information. Agricultural and timberland at 1.28%$0.00 This land E does J does not quality for continuance. Total Excise Tax:State$7,420.00 Local$3,250.00 `Delinquent Interest:State$0.00 - DEPUTY ASSESSOR DATE Local$0.00 `Delinquent Penalty$0.00 (2)NOTICE OF COMPLIANCE(HISTORIC PROPERTY) Subtotal$10,670.00 NEW OWNER(S):To continue special valuation as historic property,sign(3) `State Technology Fee$5.00 _.. below.If the new owner(s)does not wish to continue,all additional tax `Affidavit Processing Fee$0.00 calculated pursuant to chapter 84.26 RCW,shall be due and payable by the Total Due$10,675.00 seller or transferor at the time of sale. — A MINIMUM OF$10.00 IS DUE IN FEE(S)AND/OR TAX (3)NEW OWNER(S)SIGNATURE `SEE INSTRUCTIONS PRINT NAME •• e I CERTIFY UNDER PENALTY OF PERJURY THAT THE FOREGOING IS TRUE AND CORRECT Signf nture of SignGrantureee Grantor or Grantor's Agent Grantee or Grantee's Agent Name(print)J.B.Douglas Name(print) Nancy Backus _ Date&city of signing Date&city of signing * 164 h Perjury:Perjury is a class C felony which is punishable by imprisonment in the state correctional institution for a maximum term of not more than five years,or by a fine in an amount fixed by the court of not more than five thousand dollars($5,000.00),or by both imprisonment and fine(RCW 9A.20.020(1C)). REV 84 0001a(12/6/19) THIS SPACE-TREASURER'S USE ONLY COUNTY TREASURER EXHIBIT A LEGAL DESCRIPTION: Real property in the County of King, State of Washington,described as follows: LOTS 5, 6 AND 7, BLOCK 14,L.W. BALLARD'S 3RD ADDITION TO SLAUGHTER, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 8 OF PLATS, PAGE 47, IN KING COUNTY,WASHINGTON: EXCEPT PORTION OF SAID LOTS 6 AND 7 CONDEMNED IN KING COUNTY SUPERIOR COURT CAUSE NUMBER 140546 FOR STREET PURPOSES,AS PROVIDED BY ORDINANCE NUMBER 356 OF THE CITY OF AUBURN. AFTER RECORDING MAIL TO: City of Auburn Economic Development, 25 West Main Street Auburn, WA 98001-4998 Filed for Record at Request of: Space above this line for Recorders use only First American Title Insurance Company National Commercial Services STATUTORY WARRANTY DEED File No: NCS-990124-WA1 (RN) Date: Grantor(s): Jillian Enterprises, LLC Grantee(s): City of Auburn Abbreviated Legal: Ptn Lots 6-7 and All of Lot 5, Blk 14, L.W. Ballard's 3rd Add.to Slaughter,Vol. 8, Pg.47 Additional Legal on page: Assessor's Tax Parcel No(s): 048900-0070-05 THE GRANTOR(S)Jillian Enterprises, LLC, a Washington limited liability company for and in consideration of Ten Dollars and other Good and Valuable Consideration, in hand paid, conveys, and warrants to City of Auburn Washington Municipal Corporation, the following described real estate, situated in the County of King, State of Washington. LEGAL DESCRIPTION: Real property in the County of King, State of Washington, described as follows: LOTS 5, 6 AND 7, BLOCK 14, L.W. BALLARD'S 3RD ADDITION TO SLAUGHTER,ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 8 OF PLATS, PAGE 47, IN KING COUNTY, WASHINGTON; EXCEPT PORTION OF SAID LOTS 6 AND 7 CONDEMNED IN KING COUNTY SUPERIOR COURT CAUSE NUMBER 140546 FOR STREET PURPOSES,AS PROVIDED BY ORDINANCE NUMBER 356 OF THE CITY OF AUBURN. Together with and subject to the following covenant: Dedication of Auditorium and Naming Covenant. Grantee agrees to dedicate and name the auditorium on the Subject Property the"Jillian Douglas Auditorium."Grantor will provide naming placards or plaques at Grantor's expense. The design shall be approved by Grantee. This covenant shall continue for a period of 25 years from the date of this deed. In the event the present structure is razed and replaced, a reasonable effort will be made by Grantee to locate an appropriate replacement location in the replacement structure to recognize and post the dedication to Jillian Douglas for the remaining period of this covenant. Acceptance and recording of this deed constitutes Grantee's approval and consent. Page 1 of 2 LPB 10-05 APN: 048900-0070-05 Statutory Warranty Deed File No.: NCS-990124-WA1(RN) -continued Subject To: The Permitted Encumbrances on attached Exhibit A. Jillian Enterprises, LLC, a Washington limited liability company By: Douglas Marital Community, its Sole Member By: Name: J.B. Douglas Title: Manager STATE OF Washington )-ss COUNTY OF King I certify that I know or have satisfactory evidence that J.B. Douglas, is/are the person(s) who appeared before me, and said person(s) acknowledged that he/she/they signed this instrument, on oath stated that he/she/they is/are authorized to execute the instrument and acknowledged it as the Manager of Douglas Marital Community, Sole Member of Jillian Enterprises, LLC, a Washington limited liability company to be the free and voluntary act of such party(ies) for the uses and purposes mentioned in this instrument. Dated: Notary Public in and for the State of Washington Residing at: My appointment expires: Page 2 of 2 LPB 10-05 Exhibit "A" Permitted Encumbrances 1. Easement, including terms and provisions contained therein: Recording Date: April 08, 1925 Recording Information: 2000352 In Favor of: Puget Sound Power&Light Company For: To construct, operate, maintain an overhang of electrical distribution wires Affects: (All Lots) as described therein. 2. Easement, including terms and provisions contained therein: Recording Information: August 24, 1943 under Recording No. 3331235 For: Party wall and operation of an iron drain pipe Affects: (All Lots) as described therein. 3. General Taxes for the year 2020 and thereafter. 4. Potential charges, for the King County Sewage Treatment Capacity Charge, as authorized under RCW 35.58 and King County Code 28.84.050. Said charges could apply for any property that connected to the King County Sewer Service area on or after February 1, 1990. None due and owing at Date of Policy. 5. Easement, including terms and provisions contained therein: Recording Information: April 29, 1926 under Recording No. 2176548 For: Road Affects: (All Lots) as described therein. 6. Unrecorded leaseholds, if any, rights of vendors and security agreement on personal property and rights of tenants, and secured parties to remove trade fixtures at the expiration of the term. 7. Survey by City of Auburn, dated January 8, 2020 last revised January 22,job no. Q0709 , discloses the following: (A) Marquee sign in the south west corner crosses the boundary line onto adjoining property. (B) 10' Building encroachment onto the easement Recording No. 2000352, and (C) Building encroachment onto the easement Recording No. 3331235 as to an undisclosed distance. Hannah Scholl ' From: Josh Arndt Sent: Wednesday, April 22, 2020 3:19 PM To: Shawn Campbell; Doug Lein Cc: Janice Fernandez; Hannah Scholl Subject: RE: Question File it with the purchase paperwork of the Ave Theater. Thanks, Josh Arndt City of Auburn From:Shawn Campbell <scampbell@auburnwa.gov> Sent:Wednesday, April 22, 2020 3:13 PM To:Josh Arndt<jarndt@auburnwa.gov>; Doug Lein<dlein@auburnwa.gov> Cc:Janice Fernandez<jfernandez@auburnwa.gov>; Hannah Scholl <hscholl@auburnwa.gov> Subject: FW: Question Is there something you need our office to do with this document? lhawn From: Hannah Scholl <hscholl@auburnwa.gov> Sent:Wednesday,April 22, 2020 3:09 PM To:Shawn Campbell <scampbell@auburnwa.gov> Cc:Janice Fernandez<jfernandez@auburnwa.gov> Subject:Question Hello, Janice had left this on my desk asking me if I knew what to do with this attached document. She wasn't sure and didn't know if she needed to just scan and file this. I looked it over and I am just unsure if this is complete? It looks like other parties need to sign it,then almost looks like it needs to be sent for recording. I looked in our spreadsheet and did not see where or who it came from. I just want to make sure it gets dealt with properly! Thank you, Hannah Scholl Records Clerk City of Auburn 253-931-3007