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HomeMy WebLinkAboutMisc DocsPage 1 of 2 Rob Roscoe From: Pete Lewis Sent: Thursday, November 02, 2006 10:38 AM To: Rob Roscoe; Duanna Richards; Julie Brewer Cc: Brenda Heineman Subject: RE: Sound Transit Sign Well, let's do this in parts. On the main floor next to the elevators is a framed in windowed area we were shown from the first day as dedicated to the city for city events. Please ask if this is changed. As far as the banners are concerned let's go back again. This is a facility where we purchased areas within it and a whole floor at the base of it. If there is an agreement then do we need to intrude ourselves on the specific agreement or do they wish to allow city events (only) to be promoted? From: Rob Roscoe Sent: Thursday, November 02, 2006 10:18 AM To: Duanna Richards; Julie Brewer Cc: Pete Lewis; Brenda Heineman Subject: Sound Transit Sign To All, Sound Transit has entered into a marketing agreement with Titan to sell ad space on their facilities which may prohibit any outside signs on their structures. They are not entirely dismissing the idea but need from us a formal proposal with a detailed description of the signage; including the size, location, construction details, and exact wording. They did not have a problem when they thought it entailed a temporary banner being in place for a week but once I proposed a more permanent sign with activities and dates being changed out they were concerned that it would violate their agreement with Titan. I'll need a formal proposal to forwatd on to Sound Transit for their review. Also, keep in mind that they indicated that they will probably not be able to accommodate a permanent sign but if we are still interested the banner idea would be a viable alternative option that we could pursue. Any questions please call. Thanks Rob Roscoe Risk Manager City of Auburn Phone (253) 288-3141 12/27/2006 Page 2 of 2 Cell phone (253) 261-3064 12/27/2006 �t�s' �� �,,�a -* �c1TY of � � * Interoffice Memorandum *I`�Z '° WASHINGTON _� To: Brenda Heineman, Director of Human Resources and Risk Management From: Rob Roscoe, Risk Manager Date: September 20, 2006 Re: Sormd Transit Parking BACKGROUND: There are 542 parking stalls at the Sowtd Transit Garage (STG). The City's lease agreement with Sound Transit gives the City exclusive use of 180 parking stalls. Currently, the City has posted signs restricting the public's use on 68 spaces I. "., �,ParkinQ Stalls _ . ~;il Floor City Spaces Posted by City Available for Use Descriptiou of Use 1 9 9 0 6 stalls -posted 3hr Parking 3 stalls -posted handicap parking 2 42 18 24 17 stalls -posted 3hr Parking 1 stall -posted handicap parking 3 42 1 41 l stall -posted handicap parking 4 40 0 40 5 40 40 0 ADA Permit Required 6 7 0 �_ Totals 180 68 112 This leaves the City with 112 undesignated patking stalls for further use. Currently the spaces are being used by Sormd Transit commuters- without any rehnbursement to the City. ADA PERMITS: 40 stalls on the fifth floor are marked "ADA Permit Required Spaces." The spaces were intended to be used for tenant employee parking. The City allocated one free ADA parking permit per 1000 square feet of tenant space for both the Sound Transit and the Truitt Buildings (excluding Green River due to their decreased rent). Additional permits can be purchased for $10 per month. Page t of 2 AUBURN *MORE ThIAN YOU IMAGINED TR�iNSIT PERMITS Tenant Provirierl by the Ci Purchnserl by Tennnt Edward Jones 2 PFM 4 1 Radio 1 Tnritt Building` 21 Commuters^ 3 GRCC —SBA 1 33 Total Permits - 28 5 "The Truitt Building was included because they paid the City for 85 parking stalls (non exclusive use) as an LID parking mitigation for renovating the Truitt Building. ^Commuters — 3 passes were issued to commuters prior to the City's informal policy against. However; ADA issued permits are not site specific and anyone with an ADA Permit could legally park in the STG thus reducing the number of available stalls to tenants. The ADA does not have any written criteria for dispersing parking permits but is operating under the premise that permits will only be issued to Auburn residents or individuals working in an abutting property (i.e. Truitt Building employees). Therefore any Auburn resident could purchase a permit from the ADA and legally park in one of the 40 permitted spaces. If known, this would be very attractive to Sound Transit commuters who are having an increasingly difficult time finding available parking. Other Considerations: The Tnritt Building formed an LID paying the City $702,725 toward constmction costs of 85 parking stalls in the Transit Garage. A preliminary review of the LID did not appear to affect the right of the City to control the use of those parking spaces although legal said it would require a more in depth analysis if a definitive answer is needed. The City is crurently paying 40% of the costs associated with the Transit Garage totaling approximately $130,000 annually yet only utilizhrg 38% oftheir 180 parking stalls and allowing Sormd Transit commuters flee use of 112 City parking spaces. Commuters are increasingly fiusttated with the lack of available parking and the 40 ADA permit spaces are undemsed as both the Tmitt Building employees and the STG retail employees do not like having to park on the fifth floor of the transit garage. Page 2 of 2 AUBURN *MORE ThIAN YOU IMAGINED ZA&% 3t5-o City of Auburn 2006 Projected Parking Garage Tenant Common Area Billing PFM Enterprises, Inc. Suite 105 lease Expense Citation Apportioned expenses: Janitorial 8.1.2(i)(i) Repair & Maintenance 8.1.2(i)(e) Supplies 8.1.2(i)(j) Property management fees 8.1.2(i)(i) Security 8.1.2(i)(h) Insurance 8.1.2(i)(a) Water, sewer & stormwater 8.1.2(i)(c) Garbage 8.1.2(i)(b) Total 2006 projected common area charges Tenant share of expenses t'i Annual amount Number of months to be billed Total tenant 2006 projected common area apportioned charges Direct expenses: Utilities Electricity $7,400.00 3,500.00 500,00 3r600.00 9,000.00 1,000.00* 900.00 3,000.00 :$283900.00 15.26% $4,410.14 12.00 $4,410.14 8.1.2(i)(c) 2,500.00 Total tenant 2006 projected common area direct charges $2,500.00 Total projected 2006 tenant common area charges $6,910.14 Plus: additional common area charges due from 2005 2,741.70 Less: 2006 common area charges already paid ($299.86) Additional common area charges due for 2006 $9,351,98 Additional monthly rent spead out over 11 months $850.18 �'� 2105 sq ft divided by 13,795 sq ft = 15.26% w0 ai abi 0 bp � bA O. U) oc A 'Y U LL f0 d A CL O U N N Oi N ! O NFN O .i � � O bA3 y U U O o a ,�, a a o � 0 rn Oa o E LO co p a aLL d .�." bq N H a d N O xce> b w AI co a U. 0 0 o t) bA H V aU N M cd E 0 d � o A w d N O 7 LL b0 Z bUA N (� C. V cd G V% ?S > 3 d H O O 0) H C d 00 O 'Vd '� F' C LL U) Ct) F n Cd U • U fd U) LO U)(0 O V NO.i 0) m LL O >=L bn d U. (n Cr O 'Fyn. O (U (n U V WCd (n O O O c} Oy Z " M LLB LL M d U) ' MMnw dp p P .� a a U. p V In t0 / LLJ NyW WCdCl) .O U LL Z Vn W O 0. N t� 0 V O a .� 0 ( Qa N lL U) \ L }} d W U F_ C9 aNi E °' v a d o m O w w 0 OM E o z (00 y y U ti 0 (� d CO d U 0 Z Q W CO (n U ybnO i) _T E.� ALL N cad xi CL N bn cd tr Z V CO C N J Z (o U) bA 0 V D O cn U N F. cd H O O .�. N O Z LL p F•, N LL LL 0) cr J Cl) O CO cq , ¢' , Z c0 N CO Ln � Q Lo Z N 3 aU+ CAw O 0 N N LY mo _ m bn �O. co �a0 > CO mY(U CL �0 E 0 (0 E0w i 0.1 0 H a Qau°i In°-� Qav�i acn Auburn Station Commercial Space Tenant Allocation Diagram 2105 Sq. F��o $q• Ft" Fw rs�� 1All 1 korK TENANT AREA I F-_j r/g, CITY's PARKING SPACES - ELECTRICAL VAULT ROOM �!i% i Via• ..► %' COMMERCIAL TENANT AREA 1 �ROUN17 FLOOR .�, mom AUBURN STATION PARKING GARAGE S ��� PJlac e nc�u �f F Uy Js FOURTH � F1FTH FLOOR PROJmt NORW AUBURN STATION PARKING GARAGE �Iq6 w 2 V a b Q � 4 a b �1 SlX7N FLOOR I vix.v-0� pdo IWTMT 1 lgiTN Y V AUBURN STATION PARKING GARAGE G� S ovA b � 155 �erptit& 'i Cost Per Month Per Year $ 30 $ 4,650 $ 55,800 $ 35 $ 5,425 $ 65,100 $ 40 $ 6,200 $ 74,400 $ 45 $ 6,975 $ 83,700 $ 50 $ 7,750 $ 93,000 $ 55 $ 8,525 $ 102,300 $ 60 $ 9,300 $ 111,600 $ 65 $ 10,075 $ 120,900 $ 70 $ 10,850 $ 130,200 The above table represents 100% of the stalls leased 100% of the time. The actual price the public is willing to pay will have to be determined by a market analysis. It is apparent that the City is not gaining appropriate value of the stalls in the lease agreement and a change is recommended. Our initial approach probably should not inconveiuence our citizens and therefore I recommend approaching Sound Transit first. If that fails to resolve the problem, before we restrict usage we could educate the users as to the new rules prior to any implementation. Page 2 of 2 AUBURN *MORE THAN YOU IMAGINED 1 SEGOND E THIRD P400R inz .r-a raoxcr ntxeni AUBURN STATION PARKING GARAGE Z Z'f City of Auburn 2006 Projected Garage Tenant Common Area Billing Green River Community College Lease G Expense Citation ®® S Apportioned expenses: Janitorial 8.1.2(i)(i) $7,400,00 ' Repair & Maintenance 8.1.2(i)(e) 3,500.00 Supplies 8.1.2(i)Q) 500,00 Security 8.1.2(i)(h) 93000,00 r Insurance 8.1.2(i)(a) 1,000.000 Water, sewer & stormwater 8.1.2(i)(c) 900,00 Garbage 8.1.2(i)(b) 33000,00 Total 2006 projected common area charges $25,300.00 Tenant share of expenses t'i 53.1 % Annual amount $133434.30 Number of months to be billed 12.00 Total tenant 2006 projected common area apportioned charges $11,195.25 Direct expenses: Utilities Electricity 8.1.2(i)(c) 3,400.00 Total tenant 2006 projected common area direct charges $3,400.00 Total projected 2006 tenant common area charges $14,595.25 Plus: additional common area charges due from 2005 21041,67 Less: 2006 common area charges already paid ($1,099.22) Additional common area charges due for 2006 $15,537,70 41,294.80 Additional monthly rent spread out over 11 months $19294580 ��� 7325 sq ft divided by 13,811 sq ft = 53.1% City of Auburn 2006 Projected Parking Garage Tenant Common Area Billing Global Voices Radio Suite 100 Lease Expense Citation Apportioned expenses: Janitorial 8.1.2(i)(i) $7,400.00 Repair & Maintenance 8.1.2(i)(e) 31500,00 Supplies 8.1.2(i)(j) 500.00 Property management fees 8.1.2(i)(i) 31600,00 Security 8.1.2(i)(h) 91000,00 Insurance 8.1.2(i)(a) 1,000.00 Water, sewer & stormwater 8.1.2(i)(c) 900,00 Garbage 8.1.2(i)(b) 3,000.00 \ Total 2006 projected common area charges $283900.00 \ Tenant share of expenses (i) 4,09% Annual amount $1,182.01 Number of months to be billed 12.00 Total tenant 2006 projected common area apportioned charges $1,182.01 Direct expenses: Utilities Electricity 8.1.2(i)(c) 850.00 Total tenant 2006 projected common area direct charges $850.00 Total projected 2006 tenant common area charges $2,032,01 Plus: additional common area charges due from 2005 594.75 Less: 2006 common area charges already paid ($144.69) Additional common area charges due for 2006 $23482.07 Additional monthly rent speed out over 11 months $225.64 �'I 564 sq ft divided by 13,795 sq ft = 4.09% City of Auburn 2006 Projected Parking Garage Tenant Common Area Billing Edward D. Jones Suite 120 Lease Expense Citation Apportioned expenses: Janitorial 8.1.2(i)(i) $7,400.00 Repair & Maintenance 8.1.2(i)(e) 33500.00 Supplies 8.1.2(i)Q) 500.00 Property management fees 8.1.2(i)(i) 3,600.00 Security 8.1.2(i)(h) %000.00 Insurance 8.1.2(i)(a) 13000.00 Water, sewer & stormwater 8.1.2(i)(c) 900,00 Garbage 8.1.2(i)(b) 31000,00 Total 2006 projected common area charges $28,900,00 Tenant share of expenses t't 6.52% Annual amount $1,884.28 Number of months to be billed 12.00 Total tenant 2006 projected common area apportioned charges $1,884.28 Direct expenses: Utties Electricity 8.1.2(i)(c) 1,000.00 Total tenant 2006 projected common area direct charges $1,000.00 Total projected 2006 tenant common area charges $2,884.28 Plus: additional common area charges due from 2005 1,161.18 Less: 2006 common area charges already paid ($99.68) Additional common area charges due for 2006 $3,945.78 Additional monthly rent spead out over 11 months $358.71 t'� 899 sq ft divided by 13,795 sq ft = 6.52% City of Auburn 2006 Projected Parking Garage Tenant Common Area Billing PFM Enterprises, Inc. Suite 105 Lease Expense Citation Apportioned expenses: Janitorial 8.1.2(i)(i) $7,400.00 Repair & Maintenance 8.1.2(i)(e) 31500,00 Supplies 8.1.2(i)(j) 500.00 Property management fees 8.1.2(i)(i) 31600,00 Security 8.1.2(i)(h) 9,000.00 Insurance 8.1.2(i)(a) 1,000.00 Water, sewer & stormwater 8.1.2(i)(c) 900,00 Garbage 8.1.2(i)(b) 3,000.00 Total 2006 projected common area charges $28,900,00 Tenant share of expenses �'t 15.26% Annual amount $4,410,14 - Number of months to be billed 12.00 Total tenant 2006 projected common area apportioned charges $4,410.14 Direct expenses: Utilities Electricity 8.1.2(i)(c) 2,500.00 Total tenant 2006 projected common area direct charges $2,500.00 Total projected 2006 tenant common area charges $6,910.14 Plus: additional common area charges due from 2005 2,741.70 Less: 2006 common area charges already paid ($299.86) Additional common area charges due for 2006 $9,351,98 Additional monthly rent spead out over 11 months $850.18 �'� 2105 sq ft divided by 13,795 sq ft = 15.26% O ' (Op O N V N r W 0) W 0 W C W 0 o as o x N W FA L C O E O O C 0) W O N O (O r 03 M i ' M' O 00 O U) Oj N (7 W r r M (O M a a p. 0)W Wco i @ E f O V U » s U L 3 c U a a m fA c m w v N 0 (D W m E N N O n O p N W U a n m `0 W pp 1 x U m m ' M O 00 I� to N YO V O d' (p N O N V M o r�I1 (p O M co V CL 3 N c 00 \ 1 r M r N L pOj Y O L 0 m c d U U N E c E ~ 0 x S o d 0 N U vs ea <n e» E E 0 m 0 O 0 O U N O > - � E UW. O N N N N U E w w my d aO1i m d d o U p. x SE g m 3 w o a ac3 o w w as m aij 16�m'DcNrnomQ axi x. �� mm N p O N W W f0 !0 p Y O :C n p, Cl V td.. � j U (p U U (p N O W 0) O OL O y W W N 0 0 _ p 0 _0 N W �Isl� ELECTRIGAI VAULT ROOM COMMERCIAL TENANT AREA ..._.-J L_.�__J L��_ GROUNf7 FLOOR vsr-aa �, AUBURN STATION PARKING pARAGE Uf SEGONp � '('H[Rp FLOOR PRO¢ T WRM AUBURN STATION PARKING GARAGE City of Auburn Permit Parking FOURTH FLOOR 1/3V=V4j PROXCI NORM AUBURN STATION PARKING GARAGE PROJECT NORTH City of Auburn Permit Parking FIFTH FLOOR AUBURN STATION PARKING GARAGE Space 100 SU Sq. Ft. Exhibit I Auburn Station Commercial Tenant Space Allocation Diagram a 12ce 255 2105 Sq. Ft. Space 110 0 Space LL S95 I 3450 Sq. Ft. 4 Space 105 CO Indicates areas subject to property management agreement. t. 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REYNOLDS 329 Cast Main Sheet (253) 939-4556 Auburn, Washington 98002 (253) 939-4559 Fax September 18, 2007 Brenda Heineman Director of Human Resources/Risk Management City of Auburn 25 W. Main St. Auburn, WA, 98001-4998 RE: City of Auburn — Gambini Real Estate Transaction Dear Brenda: Enclosed you will find the Chicago Title Insurance's Preliminary Commitment for Title Insurance Order #001248421 for your review. With this transmittal a copy is being provided to City Attorney Dan Heid for his review. Please indicate to Chicago Title a closing date so they may do the Closing Statement. In the Closing Statement we will need to have a rent pro -ration as well as an accounting insofar as the transfer of any rental deposits. Pursuant to my telephone conference with Maryanne Hanks (206-370-3134) on September 17, 2007 she believes that the closing is set for the end of September. In our conversation I instructed her to insure the transaction for the value of the cash payment plus the leasehold value being transferred since that is the actual total consideration that the City is paying. The assignment of the lease to the Sound Transit facility will be a separate transaction that can be simultaneous, but it would be outside the closing of the acquisition of Harold building. I have not ordered any title insurance with regard to the assignment of lease transaction. Very truly yours, LAW OFFICES MICHAEL . RE/YNOLDS O�Ul� -.- Mic ael J. Reynolds Attorney at Law MJR/slc Enclosures cc: City Attorney Dan Heid TRANSMISSION OK TS/RS NO CONNECTION TEL SUBADDRESS CONNECTION ID T. TIME USAGE T PGS, SENT RESULT CITY OF -���**���_••�.^:s,. „n4� ;fit "ALk �'S lu f UN WASHTNGTON s�a:zx:s:ava:.=.K::Kxasa:x•as:s sax T% REPORT sas 4592 94257937012 09/06 13:26 O1'37 5 OK Fax Communication City Clerk 25 West Main St. Auburn WA 98001 Fax 253-804-3116 ro: Harold Gambini t=rom: Dani Daskam Fax.: (425) 793-7012 Title: City Clerk Phone Phone: (253)931-3037 Date: 916l07 pages: 5 Re: Purchase and Sale Agreement ce: - Remarks: ❑ urgent ❑ original: ❑ Will follow in For Review ❑ Please Reply ❑ For Yourinfomiation mall ❑ Will notfol(ow in mail e Comments: Per your recent telephone conversation with Finance Director Coleman, enclosed is the purchase and sale agreement as executed by the City. Please obtain the remaining signatures and return a copy via fax to the above telephone number and the original to the City Clerk's Office, 25 West Main Street, Auburn, WA, 98001. If you have any questions, please feel free to contact Finance Director Coleman at (253) 804-5019. shank you very much for your assistance. -- *,�=' Fax Communication City Clerk 25 West Main St. - `° wnsxtNCTON Auburn WA 98001 Fax 253-804-3116 ro: Harold Gambini From: Dani Daskam Fax: (425) 793-7012 title: City Clerk Phone: Phone: (253) 931-3037 Irate: 9/6/07 Pages: 5 Re: Purchase and Sale Agreement cc: Remarks: El Urgent El Original: ❑Will follow For Review ❑Please Reply ❑For Your Information mail ❑Will not follow in mail • Comments: Per your recent telephone conversation with Finance Director Coleman, enclosed is the purchase and sale agreement as executed by the City. Please obtain the remaining signatures and return a copy via fax to the above telephone number and the original to the City Clerk's Office, 25 West Main Street, Auburn, WA, 98001, If you have any questions, please feel free to contact Finance Director Coleman at (253) 804-5019. Thank you very much for your assistance. CONFIDENTIALITY NOTE: The information contained in this facsimile message is legally privileged and confidential information intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this facsimile is strictly prohibited. If you have received this facsimile in error, please immediately notify us by telephone and return the original message to us at the address set for above. AUBURN *MORE THAN YOU I>A4AGINED REAL ESTATE TRANSFER/SALE AGREEMENT This agreement made and entered into this fourth day of September, 2007, by and between the City of Auburn, a municipal corporation, organized under the Optional Municipal Code, Title 35A RCW, hereinafter referred to as "Auburn" and Raymond Lazor and Nancy Lazor, husband and wife, and Harold Gambini, a single man, hereinafter referred to as "Gambini'. Whereas, Gambini is the owner of certain real estate located in the City of Auburn, legally described as Lots 3 and 4, Block 6, Town of Slaughter, according to the Plat thereof, recorded in Volume 2 of Plats, page 56, records of King County, Washington, tax parcel 781570-0290 and 781570-0295, and Whereas, Gambini desires to enter into a sale of the. above described property in exchange for funds and an assignment of leases asset forth below, and Whereas, Auburn desires to redevelop the property described above, and surrounding properties as part of a revitalization of the City, such work to be done by the third party, and Whereas, for the revitalization effort is necessary to acquire the property set forth above, and Whereas, it is for the benefit of public health, safety and welfare of the City of Auburn that Auburn acquire the subject property for the purposes of the revitalization effort, and Reaf Estate Transfer/Sale Agreement (8/21/07) - 1 — economic development. Separate and apart from that, however, the subject property is targeted to be a part street improvement program, identified as the Promenade program, whereby improvements would be made to certain public rights -of -way to enhance the public sidewalk. If the subject property were not sold, so as to make it available for development as part of the area -wide revitalization program, it may nevertheless be subject of condemnation in so far as the Promenade program could require taking of some or all of the subject property for that purpose. Toward that end, Gambini's position is that the subject property is being sold under threat of condemnation and he intends to qualify as Involuntary Conversion as defined by the IRS. 4: Closing: This transaction shall close on or before September 15, 2007 or such -other date as the parties may mutually agree. 5. Contingencies: This agreement is contingent upon Auburn declaring as surplus the interest in the Sound Transit lease space and the 42 parking spaces and the approval by the Auburn City Council of this agreement and no objections by Sound Transit, and approval by the Auburn City Council of the sub -lease agreement for the premises at the Sound Transit facility. 6. Assignment: The parties to this agreement may assign their interests. This agreement shall be binding on the heirs, successors and assign of the parties. 7. Closing Costs: Gambini shall pay costs of title insurance premium and tax and Auburn shall pay excise tax. Escrow fees to be divided between the parties. Real estate taxes and utilities will be pro -rated to the time of closing. Real Estate Transfer/Sale Agreement (8/21/07) - 3 — 8. Earnest Money: Auburn shall deposit $10,000.00 earnest money into escrow, mutually agreed upon by the parties, upon by City Council, whichever occurs last. declaring of surplus and approval Pete Lewis Attested: Mayor, City of Auburn Dated: Dahi Daskam City Clerk, City of Auburn Form: City Attorney, City of Auburn Raymond Lazor, Seller Dated: Nancy Lazor, Seller Dated: Harold Gambini, Seller Dated: Real Estate Transfer/Sale Agreernent (8/21/07) - 4 — SEP - 4 2007 Page I of 2 Shelley Coleman From: Hingst, Mary Ann [MaryAnn.Hingst@ctt.comj Sent: Wednesday, September 19, 2007 5:34 PM To: Shelley Coleman; hgambini@msn.com; mjrlaw@hotmail.com Cc: Barth, Sarah; Hingst, Mary Ann Subject: Gambini - Lazor to City of Auburn Just when I think I understand the Real Estate TransfedSale Agreement (RETSA) I get a phone call from one of you, re -read the RETSA and start to question what I have here. Please help to clarify. Chicago Title has issued a title commitment for Lots 3 and 4 Block 6, Township of Slaughter etc. The RETSA calls for a Statutory Warranty Deed and a title policy to be issued at $1,800,00,00 however, consideration is at $1,125,000.00 which contradicts the title policy price. And what happens with the $675,000.00? Are we looking at "A": Sales price of 1.8 secured by property in commitment #1248421 with an Assignment of Lease or Sub -Lease to be delivered to escrow in recordable format? Sale price of $1,125,000.00 secured by property in commitment #124842. Plus consideration of $675,000.00 for Assignment of Leases to be delivered to escrow in recordable form. At this point there is no leasehold commitment as the RETSA does not include a legal for any leasehold. Please provide the any legals and addresses so we may get a leasehold commitment started. Sale price of $1,125.000.00, no leasehold and title at $1,800,000.00 Perhaps there is a "D" scenario that I haven't considers. 9/20/2007 Page 2 of 2 I see utility prorations which may be best handle out side of escrow and no reference to rent prorations. Any assistance you may provide will be greatly appreciatedI Kind regards, Mary Ann Mary Ann R. Hingst Chicago Title Insurance Company Commercial Escrow Specialist 701 Fifth Avenue, Suite #3400 Seattle, WA 98104 (206)370-3134 Tel. (206)628-9737 Fax (800)627-0530 Toll Free MatyAnn.Hingst(n,cttcom L'7hL17%�IIIly7 Page 1 of 2 Shelley Coleman From: Hingst, Mary Ann [MaryAnn.Hingst@ctt.com] Sent: Wednesday, September 19, 2007 5:34 PM To: Shelley Coleman; hgambini@msn.com; mjrlaw@hotmail.com Cc: Barth, Sarah; Hingst, Mary Ann Subject: Gambini - Lazor to City of Auburn � I J� Just when I think I understand the Real Estate Transfer/Sale Agreement (RETSA) I get a phohe call from one of you, re -read the RETSA and start to question what I have here. Please help to clarify. Chicago Title has issued a title commitment for Lots 3 and 4 Block 6, Township of Slaughter etc. The RETSA calls for a Statutory Warranty Deed and a title policy to be issued at $1,800,00.00 however, consideration is at $1,125,000.00 which contradicts the title policy price. And what happens with the $675,000.00? � � \ � Are we looking at' �� � \ , b �� � U Sales price of 1.8 secured by property in commitment #1248421 with an Assignment of Lease or Sub -Lease to be delivered to escrow in recordable format? Or"B" Sale price of $1,125,000.00 secured.by property in commitment #124842. Plus consideration of $�675,000.00 for Assignment of Leases to be delivered to escrow in recordable form. Atlhis point therb is no leasehold commitment as the RETSA does not include a legal for any leasehold Please provide the any Iegals and addresses so we may get a leasehold commitment started. �-,�� �p /�j �> Sale price of $1,125.000.00, no leasehold and title at $1,800,000.00 ���f/n,�2�� Perhaps there is a "D" scenario that I haven't considers. 9/20/2007 Page 2 of 2 I see utility prorations which may be best handle out side of escrow and no reference to rent prorations. Any assistance you may provide will be greatly appreciated. Kind regards, Mary Ann Mary Ann R, Hingsi Chicago Title Insurance Company Commercial Escrow Specialist 701 Fifth Avenue, Suite #3400 .Seattle, WA 98104 (206)370-3134 Tel. (206)628-9737 Fax (800)627-0530 Toll Free MaiyArm.Hin st = ctt.com 9/20/2007 - G�Mwn� P�KCW, ores -- .z n A z1 lrq I,y 1 �1aue �K 1I WJf �(,4t c,il of �c pn.�„�«�ef ; v " rr IIJ pI It/ p1117, 4AP I,Id At � IS rjtc».ry vPuri:t+*� cos{. �PIOUSS n�4�/���N}�a�WsCP✓��rJcp(,o���"cy�,�i.u�.� �n�t, � S Llv,,*P�wJ2 014H at✓<<Optt s,jjjK ; - fLsfl4"s A vw CAX Mt USA %u f ( '(WA WL C"t-W✓( 1 SG)�u d. Wain °°�� ���\ ltiscl� d. wce. -y�jS a dam R4 wJtoo( slei ��� sP,a��� Lt)u<o(( wits wj" ,� �,{� 1(, Afichaet J. Reynolds, Attorney Susan L. Canner, Legal Assistani Chris Callahan, legal Assistant Law Offices MICHAEL J. REYNOLDS 329 East Main Street (253)939-4556 Auburn, Washington 98002 (253)939-4559Pax August 15, 2007 Via Email only Brenda Heineman City of Auburn Via Email only Harold Gambini RE: Redrafted Purchase &Sale Agreement with Closing Date of 9/15/2007 (draft date 8/15/2007) Redrafted Sub Lease (draft date 8/15/2007) Dear Brenda &Harold: Purchase and Sale Agreement: To eliminate any confusion with Chicago Title on the Purchase &Sale Agreement to use, I have redrafted a new Purchase & Sale Agreement to provide for a closing date of September 15, 2007 and incorporated the changes per Harold in his email of 8/14/07. This is done because we have so many addendums to the agreement. I am providing the documents by emails, one being transmitted to Brenda for Mayor Lewissignature. The other is being transmitted to Harold Gambini for his signature. I am requesting that both are executed and transmitted back to me and I will forward the executed copies to the other party for their execution. It is suggested that Brenda obtain authorization for the Mayor to execute via a Resolution and I will send a copy of the Resolution to Chicago Title. Sublease: The redrafted Sublease includes changes from our meeting and additional changes made by Harold's attorney per Harold's fax of 8114/07. Law Offices MICHAEL J. REYNOLDS August 15, 2007 Page - 2 Upon approval, please send executed copy together with Resolution declaring surplus and authorizing entry into Sublease. Thank you. Very truly yours, LAW OFFICES MICHAEL J. REYNOLDS Michael J. Reynolds Attorney at Law MJR:sIc Enclosure August 2,2007 Mike, These are comments pertaining to Sublease Agreement, and also a few things to be covered in a P&S Agreement. I'm still waiting to hear back on a few items. 1. Leasehold Tax: add "It shall not be considered a gratuity if any Tenant's rent payment is reduced in any amount in any month providing that Tenant's entire lease term is at market value. I may be missing something but why is this comment -term under Leasehold Tax? Also, even if we were to agree to this term if the change (reduction) were something that the State Auditor thought was a nisi (from a governmental entity) — our agreement would not mean much. 2. Destruction of Property/Insurance Benefits: add "In the event of any destruction of Property, Gambini shall receive value of Gambini's interest from any insurance proceeds as described in the Lease Agreement in Exhibit 1. Does the lease otherwise tell us how to determine the value of Gambini's interest? If not, how do we know what that means? 3. Condemnation: add "In the event of any award for Condemnation or taking of Property, /\ / Gambini shall receive value of Gambini's interest. Gambini shall be allowed to participate in any U C I Condemnation proceedings." What does this mean? What if it not the City which is the condemnor? What would this term mean? / - 4. Gambini intends to own his interest in the property in the form of an LLC, which shall be created / prior to closing. Does that mean that the other party to our agreement is the LLC? 6. Parking management. I have discussed this with Rob Roscoe and he agrees that it would be p logical for the City to continue to monitor and enforce/ticket violators on the 42 stalls. He is getting back to me on this. (I do not knov what in contemplated? Is the City going to provide a service to Gambini? Do we need to factor in the value of the services? ' 7 Operating Expenses: [just received expenses for Commercial Tenant Area from City, so we still need to negotiate tine allocation of Sound Transit's billing. What flexibility do we have in this? J 8. Gambini has right to choose location of tine 42 parking stalls. I am waiting on information from Sound Transit that would affect this decision, but don't intend to let it delay closing. Does this make any difference to the City? Would — could it impact other tenants? 9. Gambini shall be given the right to negotiate or discus issues directly with Sound Transit. I am �L waiting to hear how City wants to handle this. Does that turn this into a lease assignment? What if Gambini negotiates something that leaves the City in a tougher spot — either now or at the end of Gambini's lease? 10. Tenant Plaza Area: add "Any rights by Commercial Tenants for the use of the Plaza Tenant Area as described in the Lease Agreement per Exhibit I shall be included in this Sublease. Does this change file premises the city sed to value the agreement? 11. Non -compete: The agreement not to (ease, license, or otherwise grant the right to any person ("sidewalk vendor") to offer competitive goods or services from a cart, kiosk, or other temporary or permanent facility which goods are the same or competitive with those offered by any subtenants or or licensees of the Commercial Tenant Area, as described in the Lease Agreement per Exhibit I ''tp,'*A I shall be included in Sublease. Does this make any difference to the City Would — could it impact Vl V Y` Cb)A „'}-� other tenants? Who does (world) it bind? What (what types of businesses) would be restricted? "�"`�f1 12. add "Auburn represents that nothing in Sublease conflicts with the Lease Agreement between Auburn and Sound Transit per Exhibit I" That sounds okay as Iona as it does not conflict? If it does not conflict why would this be necessary? But also if the lease can be changed. future 11.. (negotiated) changes may conflict. Some comments for Purchase and Sale Agreement: 1. Involuntary Conversion: Specific language must be included in P&S Agreement. Gambini's Property will be impacted by a promenade along Division Street per Resolution No. 4191 "The Strategic Plan for Auburn Downtown," . City intends to acquire Gambini's property for such use, and if property is not sold to City, it will eventually be taken through condemnation. 'this is a commitment that hasn't been made yet. It may not be correcl.l I have been told by top City official that a promenade is planned along Division Street and one way or another my building will have to come down. Perhaps in conjunction with some language in P&S Agreement, a confidential letter from City could be provided. Confidential Only as tong as no one asks. But what if the City Council chan"es its mind about the promenade —location or size? 2. The City has stated that no Leasehold Tax will be owed on the sale of Leasehold interest but I would like to have that stated in P&S Agreement. I'm not sure I know what may have been said. Uublicly owned Drooer(v It isn't even just somethin, payable to (lust) fire Cih`. , � GVV J >a n a Deleted: 5 Brenda Heineman From: Michael Reynolds [mjrlaw@hotmail.comj Sent: Thursday, July 19, 2007 10:07 AM To: Brenda Heineman Subject: FW: RE: City of Auburn - Gambini Brenda: Below is the income and expense information received from Harold for your transmittal on to the proposed purchaser. Anything additional, let me know. Mike Law offices of Michael J. Reynolds 329 E. Main St. Auburn, WA. 98002 253-939-9556 ext 2 253-939-4559 fax >From: "Harold Gambini" <hgambini@msn.com> >To: mjrlaw@hotmail.com >Subject: RE: City of Auburn - Gambini >Date: Wed, 18 Jul 2007 13:34:54 -0700 >Mike: >This is the current income and expenses for our building. The rents are >below market and could be increased, except for the City which has 1.5 >years left on their lease. 3 of the office spaces are at the same rate as >6 years ago. The last turnover was when the City moved in 1.5 years ago at >$15.00 gross and did their own TI's. I was told that the market rent for >the apartments were over $600 per month last year. There are 10 1-BR and 1 >Studio. No apartments have turned over since last year. >Income: >City of Auburn $2,750 >Chamber of Commerce $3,000 >Pheonix Healthcare $700 >Green River Music $1,200 >Apartment #1 $550 > #2 $560 > #3 $545 > #4 $520 > #5 $520 > #6 $560 > #7 $520 > #8 $539 > #9 $520 > #10 $465 > #11 $510 >Laundry $75 >Total Income/Month $13,534 >Total Income/Year $162,408 >Expenses: >Cleaning and Maint. $3116„ >Repairs $2,000 >Supplies $600 >Taxes $10,267 >Insurance $1,587 >Utilities $8,460 > $26,014 >Call me if you have questions or need additional information. >Harold >>From: "Michael Reynolds" <mjrlaw@hotmail.com> >>To: hgambini@msn.com >>CC: bheineman@auburnwa.gov >>Subject: City of Auburn - Gambini >>Date: Fri, 13 Jul 2007 11:56:50 -0700 >>Harold: >>Could you please provide financials - rent, expenses, on building. >>Thank you. >>Mike >>Law Offices of Michael J. Reynolds >>329 E. Main St. >>Auburn, PIA. 98002 »253-939-4556 ext 2 »253-939-4559 fax >>http://imagine-cvindowslive.com/hotmail/?locale=en-us&ocid=TXT TAGHM migration HM_mini_ 2G 0507 >http://newlivehotmail.com tp://liveearth.msn,com 2 Michael J. Reynolds. Atlonney snsan L. Caner, Legal Assistant Chris Callaham, Legal Assistant (253) 939-0556 Brenda Heineman City of Auburn Law Offices MICHAEL I REYNOLDS 329 East Main Street Auburn, Washington 98002 April 5, 2007 Hand Carried 2007 WN R 0USSFSN EP , RE: GambinilLazor Real Estate Transfer/Sale Agreement Dear Brenda: (263) 939-4659 Fax Attached is original and copy of executed Real Estate Transfer and Sale Agreement dated 4/4/07 executed by Harold Gambini on 4/5/07. will begin preparing lease assignments. Very truly yours, LAW OFFICES MICHAEL J. REYNOLDS � JI Michael J. Reynolds Attorney at Law MJR:cmc enclosure cc: Mayor Lewis (Hand carried) REAL ESTATE TRANSFER/SALE AGREEMENT This agreement made and entered into LHIS day of April, 2007, by and between the City of Auburn, a municipal corporation, organized under the Optional Municipal Code, Title 35A RCW, hereinafter referred to as "Auburn" and Raymond Lazor and Nancy Lazor, husband and wife, and Harold Gambini, a single man, hereinafter referred to as "Gambini'. Whereas, Gambini is the owner of certain real estate located in the City of Auburn, legally described as Lots 3 and 4, Block 6, Town of Slaughter, according to the Plat thereof, recorded in Volume 2 of Plats, page 56, records of King County, Washington, tax parcel 781570-2090 and 781570-0295, and Whereas, Gambini desires to enter into a sale of the above described property in exchange for funds and an assignment of leases as set forth below, and Whereas, Gambini desires to enter into a Section 1031 transaction involving the consideration received, and Whereas, Auburn desires to redevelop the property described above, and surrounding properties as part of a revitalization of the City, such work to be done by the third party, and Whereas, for the revitalization effort is necessary to acquire the property set forth above, and Real Estate Transfer/Sale Agreement (4/04/07) - 1 — Whereas, it is for the benefit of public health, safety and welfare of the City of Auburn that Auburn acquire the subject property for the purposes of the revitalization effortI and Whereas, the assignment and/or subleases of commercial space and parking spaces is allowable under the agreement between Sound Transit and the City of Auburn, and Whereas, the parties recognize this agreement is subject to surplusing the certain property interest of the City of Auburn and approval by Auburn City Council. Now, therefore, based upon mutual covenants to be derived the parties agree as follows: 1. Real Estate Sale: Gambini agrees to sell, and Auburn agrees to purchase, that certain real estate as legally described above. At the time of closing the seller shall provide a Statutory Warranty Deed providing that the property is free and clear of all liens and encumbrances and seller shall provide a policy of title insurance insuring that the subject property is free and clear of all liens and encumbrances at a value of $11800,000.00. 2. Consideration: At the time of closing Auburn shall pay to Gambini the sum of $1,125,000.00, cash at closing, plus provide assignments and/or subleases to those commercial properties existing on the ground floor of the Sound Transit Station, Auburn, Washington, together with 42 parking spaces located in the Sound Transit Terminal. Auburn agrees to remove the costs of security from the triple net expenses charged back to the tenant. Real Estate Transfer/Sale Agreement (4/04/07) - 2 — 3. Involuntary Conversion: The parties agree that the property subject of this sale is a part of an area -wide revitalization program, and that as a part of that program, properties are being assembled by private property owners and developers for economic development. Separate and apart from that, however, the subject property is targeted to be a part street improvement program, identified as the Promenade program, whereby improvements would be made to certain public rights -of -way to enhance the public sidewalk. If the subject property were not sold, so as to make it available for development as part of the area -wide revitalization program, it may nevertheless be subject of condemnation in so far as the Promenade program could require taking of some or all of the subject property for that purpose. Toward that end, the City would not oppose Gambini in seeking to have the subject property qualify as an Involuntary Conversion as defined by the IRS. 4. Closing: This transaction shall close on or before June 1, 2007 or sooner if the seller finds a property to facilitate the Section 1031 Transfer. 5. Contingencies: This agreement is contingent upon Auburn declaring as surplus the interest in the Sound Transit lease space and the 42 parking spaces and the approval by the Auburn City Council of this agreement and no objections by Sound Transit, and approval by the Auburn City Council of the sub -lease agreement for the premises at the Sound Transit facility. 6. Assignment: The parties to this agreement may assign their interests. This agreement shall be binding on the heirs, successors and assign of the parties. Real Estate Transfer/Sale Agreement (4/04/07) - 3 — 7. Closing Costs: Gambini shall pay costs of title insurance premium and tax and Auburn shall pay excise tax. Escrow fees to be divided between the parties. Real estate taxes and utilities will be pro rated to the time of closing. 8. Earnest Money: Auburn shall deposit $10,000.00 earnest money into escrow, mutually agreed upon by the parties, upon execution, declaring of surplus and approval by City Council, whichever occurs last. Pete Lewis Attested: Mayor, City of Auburn Dated: Dan! Daskam City Clerk, City of Auburn Approved as to Form: Daniel Heid City Attorney, City of Auburn Raymond Lazor, Seller Dated: Nancy Lazor, Seller Dated: H rold Gambini, Seller Dated: �i 6 &7 Real Estate Transfer/Sale Agreement (4/04/07) - 4 — Brenda Heineman From: Brenda Heineman Sent: Wednesday, April 04, 2007 1:22 PM To: 'Michael Reynolds' Subject: RE:Gambini- Auburn Thanks Mike --I trust also that you are going to work on the sublease and you have the Sound Transit Lease and pertinent information to draft this document for review by staff and council. If not, please let me know asap what you need. Thanks B -----Original From: Michael Michael Reynolds [mailto:mjrlaw@hotmail.com] Sent: Wednesday, April 04, 2007 11:27 AM TO: hgambini@msn.com Cc: Pete Lewis; Brenda Heineman Subject: Gambini - Auburn Harold: Attached please find the most recent draft of the Real Estate Transfer/Sale Agreement. I will prepare in final form. Pursuant to our telephone conference please arrange to stop by my office today to execute as this offer remains open only until Monday. Thank you. Mike Law Offices of Michael J. Reynolds 329 E. Main St. Auburn, WA. 98002 253-939-4556 ext 2 253-939-9559 £ax MSN is giving away a trip to Vegas to see Elton http://msnconcertcontest.com?icid-nceltontagline o gain today. 1 STATE OF WASHINGTON KING COUNTY BIDS DUE 4/30/07 REQUEST FOR BIDS Page 1 of 1 Linda Ball From: Legals [legals@seattletimes.com] Sent: 'Thursday, April 05, 2007 4:11 PM To: Linda Ball Subject: RE:_ Request for Proposal Hi Linda, Your legal notice is scheduled to be published on Saturday, 4/7, Saturday, 4/14, and Saturday, 4/21 (Times & PI) under AD#3692951 at the cost of �569.16. Thanks, Jared Fram: Linda Ball [mailto:lball@auburnwa.gov] Sent: Thursday, April O5, 2007 4:04 PM To: Legals Subject: Request for Proposal Jared, Please post the attached Request for Bids in the Seattle Times on the following dates: April 7, 14 and 21. Please confirm receipt and dates to be posted. Thank you, Linda Ball Human Resources Assistant City of Auburn RECEIVED APk 0 9 2007 CITY OF AUBUHN HUMAN RESOl1RCES DEPT. 4/5/2007 STATE OF WASHINGTON, KING COUNTY BIDS DUE 4/30/07 REQUEST FOR BIDS The City of Auburn is requesting bids for the acquisition and comprehensive re- development of real estate that the City is in the process of acquiring, consisting of parcels 781570-2090 and 781570-0295. Both parcels are within the Central Business District zone (C-2) located in downtown Auburn. REDEVELOPMENT CRITERIA Parcel Development: The property must be redeveloped comprehensively, in a coordinated manner as part of a unified development that reflects the highest and best use of the properties involved, for commercial and/or residential uses in accordance with the Auburn City Code and the City of Auburn Ordinance relating to downtown community renewal and designating a community renewal area and adopting a community renewal plan, Ordinance #6049. Architecture/Design: The proposal must be consistent with design guidance as provided by the City and in accordance with the Auburn Downtown Redevelopment Plan and other significant downtown buildings. Criteria: The proponent must demonstrate a discernible benefit to the downtown economic and social environment, including the ability to positively influence and promote the redevelopment of adjacent parcels. The deadline for submitting proposals is April 30, 2007. For further information and bidding instructions, please contact Dave Baron, Economic Development Manager or Shelley Coleman, Finance Director, City of Auburn, 25 W. Main Street, Auburn, WA 98001 253-931-3000. Dates of publication in the Seattle Times, April 7, 14 and 21. Prim. Map Page Page 1 of 1 King County Parcel Map and Data �' /1374U000/ i %815/0Udf5 Y3:3rdUU0JU '� 7815fUUl7U /8r5/UUU85 /a75lUOUJb /8f5100U( (7.t3fdbbUU$ ' /8!0/0Uf f5 /at5/UUUJS ' 7d1G7UDU1U -... t331dbtlbUU it ; i 7l37 RUU135 7U 75/UUbyU ( /815/0U12U 7ff75/M 135 �.. YFf7L7CUJUd! 1U7v70UU/L �, iST ST Sw IST STD ,) J131RUU<fU %SiJ7O0295> '. N yy IS1S/UU2&5 � i;391•fUUJ15 7tl7G7Ud2fb 7tl7 9UJ215 2 %87$70J,UU � � >$ �I 7&7GIUU28U %)531dUUli6 II Auburn ,sort/bbJ �„ T +>. 7ifru7UU25U � 7af b7UU3iU y li � � � /ais7vbsbs laid/bGa1d � 7a3fdbb237 a rNfs/abnd 7Nf 5/UU16"v 7af51UUs/I 1 i 2Nf7 s7. S1'P 7Nt) b(Sp ��. _ j -'. yNlS/0UJN0 '7S7G/dUJIU /fJ75/UUJGU 7tl75ybU5dU � � J337RUU3UU {C)2(b6 Wng Counly�;, o®zt7if Parcel Number 7815700295 Address 2 1ST ST SE Zipcode 98002 Taxpayer LAZOR RAYMOND+NANCY+GAMBINI The information inGuded on this map has been compiled by King County staff from a variety of sources and is subject to change without notice. King County makes no representations or warranties, express or implied, as to accuracy, completeness, timeliness, or rights to the use of such information. King County shall not be liable for any general, special, indirect, incidental, or consequential damages inGuding, but not limited to, lost revenues or lost profits resulting from the use or misuse of the information contained on this map. Any sale of this map or information on this map is prohibited except by written permission of King County." Kin C9 ountX � GIS Center � News (Services (Comments � _Search By visiting this and other King County web pages, you expressly agree to be bound by terms and conditions of the site. The details. http://www5.metrokc.gov/parcelviewer/Print Process.asp 4/9/2007 Michael J. Reynolds, Attorney Susan L. Conner, Legal Assistant Chris Callahant, Legal Assistant Law Offices MICHAEL J. REYNOLDS 329 East Main Street (253) 939-4556 Auburn, Washington 98002 (253) 939-4559 Fax March 30, 2007 Hand Carried Mayor Pete Lewis City of Auburn RE: Gambini/Lazor Real Estate Transfer/Sale Agreement Dear Mayor Lewis: Attached is original of draft 6 of the above agreement dated 3/30/07. Note changes from last draft: 1. Rental guarantee is out; 2. Price increased by $125,000, front loaded in cash at closing; 3. Paragraph 3 is modified to Involuntary Conversion (IRS summary attached FYI). Agreement has been executed by Harold Gambini on 3/30/07. Very truly yours, LAW OFFICES MICHAEL J. REYNOLDS Michael J. Reynolds Attorney at Law MJR:cmc enclosures (IRS summary) cc: Brenda Heineman (Hand carried, left with staff) REAL ESTATE TRANSFER/SALE AGREEMENT This agreement made and entered into this day of March, 20071 by and between the City of Auburn, a municipal corporation, organized under the Optional Municipal Code, Title 35A RCW, hereinafter referred to as "Auburn" and Raymond Lazor and Nancy Lazor, husband and wife, and Harold Gambini, a single man, hereinafter referred to as "Gambini', Whereas, Gambini is the owner of certain real estate located in the City of Auburn, legally described as Lots 3 and 4, Block 6, Town of Slaughter, according to the Plat thereof, recorded in Volume 2 of Plats, page 56, records of King County, Washington, tax parcel 781570-2090 and 781570-0295, and Whereas, Gambini desires to enter into a sale of the above described property in exchange for funds and an assignment of leases as set forth below, and Whereas, Gambini desires to enter into a Section 1031 transaction involving the consideration received, and Whereas, Auburn desires to redevelop the property described above, and surrounding properties as part of a revitalization of the City, such work to be done by the third party, and Whereas, for the revitalization effort is necessary to acquire the property set forth above, and Real Estale Transfer/Sale Agreement (draft 6 — 3/30/07) - 1 - Whereas, it is for the benefit of public health, safety and welfare of the City of Auburn that Auburn acquire the subject property for the purposes of the revitalization eI fort, and Whereas, the assignment and/or subleases of commercial space and parking spaces is allowable under the agreement between Sound Transit and the City of Auburn, and Whereas, the parties recognize this agreement is subject to surplusing the certain property interest of the City of Auburn and approval by Auburn City Council. Now, therefore, based upon mutual covenants to be derived the parties agree as follows: 1. Real Estate Sale: Gambini agrees to sell, and Auburn agrees to purchase, that certain real estate as legally described above. At the time of closing the seller shall provide a Statutory Warranty Deed providing that the property is free and clear of all liens and encumbrances and seller shall provide a policy of title insurance insuring that the subject property is free and clear of all liens and encumbrances at a value of $1,800,000.00. 2. Consideration: At the time of closing Auburn shall pay to Gambini the sum of $1,125,000.00, cash at closing, plus provide assignments and/or subleases to those commercial properties existing on the ground floor of the Sound Transit Station, Auburn, Washington, together with 42 parking spaces located in the Sound Transit Terminal. Auburn agrees to remove the costs of security from the triple net expenses charged back to the tenant. Real Estate Transfer/Sale Agreement (draft 6 — 3/30/07) - 2 - 3. Involuntary Conversion: The parties agree to cooperate to accomplish the transaction to qualify as defined by the IRS, as an Involuntary Conversion under the threat of condemnation, and language shall be included in the Purchase and Sale Agreement to such affect. 4. Closing: This transaction shall close on or before June 1, 2007 or sooner if the seller finds a property to facilitate the Section 1031 Transfer. 5. Contingencies: This agreement is contingent upon Auburn declaring as surplus the interest in the Sound Transit lease space and the 42 parking spaces and the approval by the Auburn City Council of this agreement and no objections by Sound Transit. 6. Assignment: The parties to this agreement may assign their interests. This agreement shall be binding on the heirs, successors and assign of the parties. 7. Closing Costs: Gambini shall pay costs of title insurance premium and tax and Auburn shall pay excise tax. Escrow fees to be divided between the parties. Real estate taxes and utilities will be pro -rated to the time of closing. 8. Earnest Money: Auburn shall deposit $10,000.00 earnest money into escrow, mutually agreed upon by the parties, upon execution, declaring of surplus and approval by City Council, whichever occurs last. Pete Lewis Mayor, City of Auburn Dated: Attested: Real Estate Transfer/Sala Agreement (draft 6 — 3/30/07) -3- Dani Daskam City Clerk, City of Auburn Approved as to Form: Daniel Heid City Attorney, City of Auburn Raymond Lazor, Seller Dated: Nancy Lazor, Seller Harold Gambini, Seiler Dated: 3'3d "61 Real Estate Transfer/Sale Agreement (draft 6 — 3/30J07) _ q _ FROM :ALAN L GRAY CPA P,S, FAX N0, :2538529484 9Z5- N3 - 7012. Mar. 28 2007 02:53PM P1 Earned Income Credit —Ministers Parsonage allowance, A parsonage allowance in not subjuct to income tax, but Is reported on Schedule Sri, poring 1040. The tax- payWs SH inrpme including the parsonage allowance is heated as earned Inconw fur purposes of oomputing the earned income nedit. Church employees, Church employees that do nut have Social Security and Medicare withhold front wages repot csrnings of line 7, Harm 1040, and also report the earnings tin Schedule SP. To ovoid counting the corned Iucnmo twice far purposes of thu earned income credit, the amounl of wages reported tin Ihte 7Is xubhracted Gum SP, income (it computing earned htcnme. lice hV6 yarned Income Credil (1710 Workcherl on page 16-12, t a i `. t� J.•r/L�h 1bF ��i t Y: str!j )rkV, �n�Q!NRrv'rViYl its j�V(l1tt �IprlSlr_LUil pp n,tti r.J Cross References • IRS'Pub. 544, Soles atilt Otlurr nispveltIons of A.artx I RC § 1033 Related Topics r • Casualty and theft Incises, see page 4.21E w • Schedule D, Form MA0, aria page 6.8. —L • Form 4797, xee page. 6.12. Involuntary Conversion Defined An involuntary conversina occurs when property u+ not techni- cally sold or exdwit8vd, but lilt internal Revenue Code treats the transaction as a sale or exrhange•'Ihe gain Is deferred until a taxable dale or exchange occurs at a Inter date.'11ie conversion takes place when property is destroyed, sinlen, condemned, or dispuded of under a threat of condemneilon, and the taxpayv. receivox ether property, or oitnmy, in payment for the property, such as insurance proceeds or it eandemnatiun award. When an involuntary conversion results In It gain, the taxpayer is Allowed to make eo olectlun to recognize gall, only to the extent that the autuunt realized from the conversion exceeds the cost of the repiscement property, leas from conversion, A.luas is deductible tt)ly if the converted property Ix used in a trade of businem or fur the production of in- come. However, casualty or theft losses an perennul use properly may be deductible. See Casually mill1'Ir p lndses on page 4-20, Condemnations. A condemnation is the taking of private prop- erty by the government, 'I'he. owner recuives a condemnation award In exchange for the property taken. In substance, a cun- damnation is a forced salt, the owner being the oeflor and the. condemning auihticity the buyer. Threat of calldarrnnotion. A threat of condemnation exi6ls If a repre- sentativv of a government body informs the taxpayer that it has decided to acquire the taxpaycr'd property for public use. The taxpayer has an option to still the property under this threat of condemnation, or wait until the property is condemned. The sale Of the property under this threat of condemnation qualifies as en involuntary conversion. A threat of condonuiation also exits if the taxpayer learns of a decision to acquire the property for public cue through a report in a newspaper or other news medium and this report Is confirmed by a ropreduntative of the govenirnent or public official. Condemnation of principal residence, Lf the taxpayer's prin- Opal itaaidence is condemned, the taxpayer can exn:lude up to $250AIM of the gain (up to $500,000 if married, filing Jointly), Sec Sale , j a Winefprrl Residence on page 6.18, t/-8 Other 1040 Topics Livestoek.'I'ha destruction of livestock by dixuaae, or the hale or exdwAge ufnvestoek because of disease, ix treated ox an involun- tary conversion IIRC §10,33(d)). Also see Wsattrcr Relaord Sales of Lfmmurcl; pagn.5.28. Replacement property, A taxpayer dtK•s not recogiurx gain groinall involuntary ennverofon when the property is replaced with it),property that Is vhnilar ,, or related in urge, to the properly that was lost or taken. Replacement property also ind cfuev the aequixi- Onn of 80% control of a corpnratiun owning much other property. In a situation involving real property used fit tile taxpayer'a trade or bushman Or livid for investmentm die replacement property dues not need grille similar or related in service Of eau to the converted property. Instead the replacement properly only needs to bo of a like -kind to the converted property If held either in a business or for Invexttnent However, thin like kind test, which is inure liberal than the similar use stmida tl, is not applicable to acquisitions of 80% control of a etrrporattun owning such property, of to 6wrilun- tnry conversions by fire, storm tie othereasualty, 161033(g)) Replacement period• In general, the replacement period vnde hvo years after the ultuse of tile first taxable year in which any part of the gain tin the conversion is ma)[Wil. tfowevnr, for the eondomna- tiuns of business or Investment property, the replacement period ends three years, rather than two years, char the close of the first year in which any part of the gain is realized. T711a 3-yen period dries not apply to property dextroyad through casualty or theft. e replacement period may be extended if the taxpayer ap- pllea for an extension with the IRS district director where the n+turn will be filed,'IMore ja no prescribed form tit apply for this extension, Scala of replacement property. The basis of the property which replaces the property converted starts with the adju.,ted basis of the convortr<d property, less the amount received from the con- demnn a0naward, plus the amounl paid for the rcil0rvmvmt property. Example: Justin is a resident of the City of Minneapolis. He owns some Innd acquirad for an investment. The City notified Justin that it intended to randemn the property, and use it for a park. Justin purchased the Innd In 1996 for $50,000, The City granted an award of $100,ap0. Justin had attorney foes in e0nnea6on with the cuudemnation of S5,000. He purchased replacement land for $120,000, within one year of (lie con- damention, Tile entire gain reelized (545,000) is nontaxable. Tha basis of the new land: Basis of converted property........_.......... _ ......................... $ 50,000 Amount received (rum this City ............................ _......,.... (100,000) Atternev less ......._..,..... ..._.......__.,... ._..__._._._. _.. 5,oa0 Cos( of new property* ...................................._............... _. 120,000 Basis of new property .................... - ............ s 75,000 r I I t Cross References • I RS I'llb. 3011 ntrd Forte gTia Guidt- • I lated2 Related Topics �In • (:hild, tax credit see page • Panned Income credit, see page'.t'1-5. Armed forces income Per federal tax purposes, the US, Arnied purees includes eom- mtsaiuied officers, warrant officers, and enlisted personnel in regular and reserve units under the cnnirnl of the Secretaries of Tho Taxeook'•w-1005 Tax rear Rob Roscoe From: Harold Gambini [hgambini@msn.comj Sent: Tuesday, November 21, 2006 7:49 PM To: Rob Roscoe Subject: RE: Purchase and Sale Agreement Rob, Yes, these are the terms that we discussed. I stated that I thought 35 stalls would probably work. Per our recent discussions regarding the remaining stalls, it is my understanding that the City is proposing to offer to Sound Transit the remaining 145 stalls (perhaps for a I0-year period), and eliminating the $130,000 yearly expense paid to Sound Transit by the City and the Commercial Space Tenants. If this deal happens, then there will be less parking than originally planned for Commercial Tenants, but their triple net expenses will be reduced as a result. We would like an agreement from Green River College and the City regarding Green River's parking arrangement in the event Sound Transit takes over the 145 stalls, and when the gravel lot gets developed. From my discussions with the City and Green River, they have completely different viewpoints regarding this matter. Also, as I mentioned, we are planning to reinvest the cash in a 1031 exchange, and will have to address the timing of the closing of sale in the Purchase and Sale Agreement. Thank you, Harold Gambini >From: "Rob Roscoe" groscoe@auburnwa.gov> >To: "Harold Gambini" <hgamumi�msn.com> >Subject: Purchase and Sale Agreement >Date: Mon, 20 Nov 2006 15:43:05 -0800 >Hi Harold, >I just wanted to confirm the tentative conditions of the purchase and >sale agreement between you and the City. >The City has agreed to purchase your building for one million dollars >($1,000,000) cash plus the rights to sublease the Commercial Retail >Space in the Sound Transit Building. In addition: >* the City will provide you with 35 parking spaces for your >exclusive use in the Parking Garage, >* the City will eliminate the cost of security and >* the City will pay any excise tax due on the sale of the >property, >I have requested our City Attorney to draft a purchase and sale >agreement to complete the transaction so please let me know if you have >any additional questions or if you disagree with the conditions >outlined above. >Thank you >Rob Roscoe >Risk Manager >City of Auburn >Phone (253) 288-3141 >Cell phone (253) 261-3064 MSN Shopping has everything on your holiday list. Get expert picks by style, age, and price. Try it! http://shopping.msn.com/content/shp/?ctld=8000,ptnrid=176,ptmdata=200601 &tcode=wlmtagline 3 Page 1 of 1 Brenda Heineman From: Rob Roscoe Sent: Monday, November 20, 2006 3:45 PM To: Brenda Heineman Subject: Gambini Here's what I sent Harold confitrning our arrangement - Hi Harold, I just wanted to confirm the tentative conditions of the purchase and sale agreement between you and the City. The City has agreed to purchase your building in exchange for one million dollars ($1,000,000) cash and the t7ghts to sublease the Commercial Retail Space in the Sound Transit Building. In addition: . the City will provide you with 35 parking spaces for your exclusive use in the Parking Garage, . the City will eliminate the cost of security and . the City will pay any excise tax due on the sale of the propetrty. I have requested our City Attorney to draft a purchase and sale agreement to complete the transaction so please let me know if you have any additional questions or if you disagree with the conditions outlined above. Thank you Rob Roscoe Risk Manager City of Auburn Phone (253) 288-3141 Cell phone (253) 261-3064 ifIhZ11NT1I1Li Page 1 of 1 Rob Roscoe From: Rob Roscoe Sent: Monday, November 13, 2006 5:12 PM To: Dan Heid Cc: Brenda Heineman Subject: Gambini Purchaseffransfer Dan, We have all but finalized the Gambini purchase/transfer agreement. The City has agreed to purchase Gambini's property for $1,000,000 and the right to sublease the City's interest in the Sound Transit building including exclusive use of 35 parking spaces. The City has also agreed to pay the excise tax due on the sale of Harold's property and exclude the cost of Sound Transit's Security charges on the commercial space. The City will then sell the Gambini building to the Shafford Group for $1.8 million. What I need is a purchase agreement for Harold's building and asub-lease for Gambini giving him the right to lease the commercial space (and 35 parking spots which we can identify in an exhibit) and then an agreement for the Strafford group to buy the building from the City. I would expect all of the City's deals to be contingent upon the other. We can talk fiuther if you need more details from me. thanks Rob Roscoe Risk Manager City of Auburn Phone (253) 288-3141 Cell phone (253) 261-3064 1/4/2007 CITY OF Peter B. Lewis, Mayor # WASHINGTON 25 West Main Street * Auburn WA 98001-4998 * www.auburnwa.gov * 253-931-3000 November 2, 2006 Richard E. Pinkley GPA Valuation 7522 - 28th Street W Tacoma, WA 98466-4112 RE: Task Assignment No. GPA-T06-003 to Agreement for Professional Services, AG-C-101 Transit Station and Fire Station Appraisals Dear Mr. Pinkley: Enclosed please find an executed copy of the above -referenced Task Assignment. This Task Assignment has a completion date of November 14, 2006, and a not -to -exceed amount of $1,200.00. You are not authorized to perform work beyond the completion date, or expend funds above and beyond the not -to -exceed amount. This letter serves as your Notice to Proceed. As the project manager, I am the designated contact for this task assignment. Questions, assignments, and coordination shall be routed through me at 253- 288-3141. Sincerely, Rob Roscoe Risk Manager Department of Human Resources/Risk Management RR:bi Enclosure cc: Rob Roscoe, Project Manager AG-C-101 AUBURN *MORE THAN YOU I1,lAGINED ANNUAL CONTRACT TASK ASSIGNMENT DOCUMENT AGREEMENT #: AG-C-101 TASK #: GPA=T06-003 CONSULTANT: GPA Valuation PROJECT: Transit Station Commercial Property The general provisions and clauses of the Agreement referenced above shall be in full force and effect for this Task Assignment. Location of Project: Transit Station, 110 2nd St. SW Maximum Amount Payable per this Task Assignment: $1,200.00 Completion Date: November 14, 2006 Scope of Work: T he consultant will provide an addendum appraisal si�owingihe property's valuation range. Approvals: Consultant Project Manager: Signature: / Date: o �% 06 Agency Project Manager: Signature: Date: u�21�c, Page 1 of 1 From: Harold Gambini [hgambini@msn.com] Sent: Wednesday, October 18, 2006 8:41 PM To: Rob Roscoe Subject: Terms of Sale for Property Sale/Exchange Rob, In Following up om conversation, we would be willing to sell/exchange our property to the Ciity for $1,050,000.00 cash, plus Assignment of the Leased Commercial Space under the following terms: 45 parking spaces in garage Not responsible for cost of security City pays excise tax due on sale of our proper@ If you have any questions, please call me at 206-406-3525. Thank you, Harold Gambini Try Search Survival Kits: Fix up your home and better handle your cash with Live Search! http://imagine-windowslive.com/searchlkits/default.aspx?kit=improve&locale=en-US&source=limtagline Page 1 of 2 Rob Roscoe From: Stephen King Sent: Tuesday, September 25, 2005 1:57 PM To: Rob Roscoe Subject: RE: Truitt Building Rob, I've review the attached LID guarantee agreement, the City's lease of Auburn Center from Metro and ordinances 5821 and 5833, which establish the LID and confirm its assessment role. Based on these documents, it appears that there would be no restrictions on the City's use of its parking spaces at the Transit Center, including the spaces that were part of the Truitt building LID. Section 3.1 of the LID guarantee agreement states that: Owner acknowledges that the Improvements provide eighty five (85) parking spaces that are necessary for development of the Property as described in Exhibit 3. The Improvements provide parking spaces in additiori to those spaces subject to this Agreement. Nothing in this Agreement affects the right of the City to control the use of the parking spaces. Nowhere in the agreement is there any designation of any particular parking spaces to the Truitt building. Additionally, the purpose of the LID was to construct Auburn Station, not for parking dedicated to a specific certain property. No parking spaces were allocated to anyone in the LID, which is in keeping with the purpose of an LID and the LID assessments. LID assessments must be based on the special benefits that properties acquire as a result of improvements to the area. RCW 35.44.010. Special benefits are determined by comparing the fair market values of each property before and after the improvements are made. Bellevue Assocs. v. City of Bellevue, 108 Wn.2d 571, 675, 741 P.2d 993 (1987). Once it is determined that a property is specially benefited, any LID assessment must be logically related to, and cannot exceed, the special benefit amount. RCW 35.44.010; RCW 35.51.030(2). Tiffany Family Trust Corp. v. City of Kent, 155 Wn.2d 225, 231, 119 P.3d 325, 329 (2005) The special benefit to the Truitt building property was the increase in property value from the construction of Auburn Station, which allowed more intense development on the Truilt building property, as the code requirement for parking was available off -site at Auburn Station. This interpretation is in keeping with the LID guarantee agreement, which stated: 1.6 The Property cannot be developed without providing off street parking The Improvements will provide eighty five (85) parking spaces that will be available to Property thereby satisfying the Property's need for off street parking for development of the Property as described in Exhibit 3. The Improvements are acknowledged by Owner to be a special benefit to the Property and that the Property is worth more with the Improvements than without the Improvements. Based on this language, both the LID guarantee agreement and the LID itself appear to contemplate that the owner of the Truitt building would have no claim to specific parking places, but instead was specially benefitted by the increase in property value from the construction of Auburn Station. Changing the use of the City parking spaces at Auburn Station would not decrease the value of the Truitt building as its ability to count those spaces against its parking requirements is not taken away: 2.2 LID Improvements Recognized for Development of Property. Subject to Owner's obligations hereunder in any development or use of the Property for a period not to exceed ninety nine (99) years the City shall recognize the amount of off street parking identified in Section 1.5 as available to the Property. 10/11/2006 Page 2 of 2 Let me know if you have any questions. Steve Stephen R. King Auburn Assistant City Attorney 25 West Main Street Auburn, WA 98001-4998 office: (253) 804-3108 fax: (253) 931-4007 From: Rob Roscoe Sent: Wednesday, September 20, 2006 12:00 PM To: Stephen King Subject: FIN: Truitt Building Hi Stephen, Per our conversation could you please review and let me know if there are any restrictions on the City in how we use our parking spaces at the Transit Center, including the spaces that were part of the Truitt building LID. If you need a copy of the Sound Transit lease agreement let me know. Thanks again. Rob Roscoe Risk Manager City of Auburn Phone(253)288-3141 Cell phone (253) 261-3069 From: David Osaki Sent: Tuesday, September 19, 2006 4:52 PM To: Rob Roscoe Cc: Steven Pitcher; AI Hicks Subject: Truitt Building Rob, I don't know if this is exactly what you were asking AI about but got this through weblink. 10/1 I/2006 From: Karen Jester Sent: Monday, September 25, 2006 9:13 AM To: Rob Roscoe Subject: RE: 122 S Division St Rob, The bi-monthly cost for the property at 122 S Division St is as follows: Water $43,20 Sewer $82.52 Storm $21.80 Garbage $61.95 Total $209.47 Hope this helps. Let me know if you need anything else. Koren Jester Finance Department (253) 804-5017 From: Rob Roscoe Sent: Thursday, September 21, 2006 1:38 PM To: Karen Jester Subject: 122 S Division St Hi Karen, Could you send me an e-mail detailing the monthly utility costs for the Nelson property? Thanks Rob Roscoe Risk Manager City of Auburn Phone (253) 288-3141 Cell phone (253) 261-3064 Brenda Heineman From: Michael Reynolds [mjrlaw@hotmail.comj Sent: Wednesday, April 04, 2007 11:27 AM To: hgambini@msn.com Cc: Pete Lewis; Brenda Heineman Subject: Gambini- Auburn Attachments: 000.002 Real Estate Transfer Sale Agree - Draft 7 from Auburn 4-4-07 Email.doc 1 000.002 Real Estate Transfer S... Harold: Attached please find the most recent draft of the Real Estate Transfer/Sale Agreement. I will prepare in final form. Pursuant to our telephone conference please arrange to stop by my office today to execute as this offer remains open only until Monday. Thank you. Mike Lair Offices of Pfichael J. Reynolds 329 E. Main St. Auburn, AA. 98002 253-939-4556 ext 2 253-939-4559 fax P1SN is giving away a trip to Vegas to see Elton John. Enter to win today. http://msnconcertcontest.com?icid-nceltontagline 1