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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
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�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%
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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%
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AUBURN STATION PARKING pARAGE
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AUBURN STATION PARKING GARAGE
City of Auburn Permit Parking
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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.
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Afichael.l. Rewiolds, Attorney
Susan L. Caner, Legal Assistant
Chris Callaham, Legal Assistam
Law Offices
MICHAEL J. 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
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94257937012
09/06 13:26
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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
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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
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{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
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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
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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
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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
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