HomeMy WebLinkAbout2024-0078 - - Purchase and Sale Agreement - 125 E. Main Street Docusign Envelope ID: D56D6697-AC3B-482C-9840-060421F7C7F7
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PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT(this"Agreement")is entered into as of the
21 day of 0(ko15er, 2024 ("Effective Date"), by and between the City of Auburn, a
Washington municipal corporation ("City" or "Buyer"), and 125 E. Main LLC, a
Washington Limited Liability Company ("Seller"). Seller and Buyer are collectively
referred to as the"Parties."
RECITALS
A. Seller owns certain real property located at 125 E Main Street in Auburn,
Washington, also known as King County Parcel Nos. 048900-0095 (the "Subject
Property"),legally described in attached Exhibit A.
B. Seller wishes to sell, and Buyer wishes to buy, the Subject Property under
the following terms,conditions and restrictions.
C. This purchase and sale agreement is approved through the ratification of
Resolution 5 c1`1 by the Auburn City Council.
AGREEMENT
Now,therefore,for good and valuable consideration,the receipt and sufficiency of
which the Parties mutually acknowledge,Buyer and Seller agree as follows:
1. Certain Defined Terms. For purposes of this Agreement, the following
capitalized terms in this Agreement will have the following definitions:
1.1 "Closing" or "Close of Escrow" means the recordation of the Deed in the
Official Records and Seller's receipt of the Purchase Price.
1.2 "Closing Date" means within 30 calendar days from either the waiver or
expiration of the Due Diligence and Feasibility Period,whichever occurs first.
1.3 "Deposit"means an amount of nine thousand five hundred dollars($9,500),
plus any other amounts designated as a Deposit in this Agreement.
1.4 "Escrow" means the escrow opened with Escrow Agent for the
consummation of the transaction described in this Agreement.
1.5 "Escrow Agent"means Chicago Title Company,located at:7015`h Avenue.
Suite 2700, Seattle,WA 98104. 206.628.5612
1.6 "Official Records"means the official real property records of King County,
Washington.
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1.7 "Permitted Exceptions"has the meaning as set forth in Section 6.1 below.
1.8 "Purchase Price"has the meaning as set forth in Section 3.
1.9 "Title Company"means Chicago Title Company.
1.10 "Title Policy" means the then current Seller-purchased standard coverage
ALTA owner's policy of title insurance issued by the Title Company to Buyer with
coverage in the amount of purchase price, showing title to the Subject Property vested in
Buyer subject only to the Permitted Exceptions.
2. Purchase and Sale. Buyer agrees to buy, and Seller agrees to sell, all Seller's
rights, title and interest in the real property legally described in Exhibit A (Subject
Property)on the terms and conditions set forth in this Agreement.
3. Purchase Price: Cash Payment. The Purchase Price is Seven Hundred
Thousand Dollars and no cents ($700,000.00),which will be payable in full at Closing.
The Deposit will be applied to the Purchase Price due at Closing. The Purchase Price
payment by Buyer will be via wire transfer of collected federal funds.
4. Earnest Money Deposit. On execution of this Agreement,Buyer will deposit with
Escrow Agent Nine Thousand Five Hundred Dollars and no cents ($9,500.00)'in cash
(the "Deposit"), which the Escrow Agent will hold as an earnest money deposit for this
transaction. The Deposit will be held in Escrow and applied or disposed of by the Escrow
Agent based on the terms of this Agreement. The Deposit will not be refunded and will
become property of Seller upon waiver of Buyer's Funding Contingency and Due Diligence
and Feasibility period.
5. Due Diligence and Feasibility. Due Diligence and Feasibility Period. Buyer shall
have the right for a period of 45 days from the Effective Date of this Agreement(the"Due
Diligence Period") to conduct Buyer's due diligence and feasibility review, examination,
and inspection of all matters pertaining to the acquisition of the Subject Property as Buyer
deems necessary or appropriate. Subject to any right of entry requirements detailed in
Section 7 below, Buyer is granted the ability to conduct diligence, feasibility, review,
examination, testing and inspections without the requirement of approval from the Seller
or any of Seller's tenants. However, Buyer will endeavor to provide Seller and tenants of
the Subject Property with no less than 48-hours advance notice of any such diligence,
feasibility, review, examination, testing and inspections when such endeavors will likely
have a physical or operational impact on Seller or tenant(s)' business operations, or their
rights of quiet enjoyment.
Seller within 10 days of the Effective Date, shall also provide Buyer or make
available for Buyer's review all materials that exist and that are in Seller's actual possession
or reasonable control including but not limited to:
(a) All surveys,plats or plans relating to the Subject Property; (if any)
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(b) All warranties and guarantees affecting any portion of the Subject Property; (if
any);
(c) Notice of any existing litigation affecting or relating to the Subject Property and
any copies of any pleadings concerning any litigation;
(d) Any documentation of known or possible environmental hazards affecting or
potentially affecting the Subject Property;
(e) All Permits;
(f) All final, written environmental assessment reports concerning the Real
Property that were performed by or for the Seller.
(g) All Operational Contracts with vendors and suppliers providing services to the
Subject Property that may exist,all existing tenant Leases, and the current Rent
Roll.
If, based upon Buyer's review of any such diligence, feasibility, examination,
testing, and/or inspection, including the Operational Contracts, Leases, Rent Roll and the
Operational Accounting Records described in this Section 5 or Section 8 below, Buyer
determines in its sole discretion that it intends not to acquire the Subject Property, then
Buyer shall promptly notify Seller of such determination in writing (the "Diligence
Dissatisfaction Notice") prior to the expiration of the Due Diligence Period and this
Agreement shall automatically terminate and the Parties'rights under this Agreement shall
be of no further force or effect and the Deposit will be returned to the Buyer. In the event
that Buyer fails to deliver the Diligence Dissatisfaction Notice to Seller on or before the
expiration of the Due Diligence Period, Buyer will be deemed to be satisfied and to have
waived its right to terminate this Agreement under this subsection and the Parties shall
proceed to Closing.
6. Title Policy. Promptly after mutual execution of this Agreement, Escrow Agent
will obtain and deliver to Buyer a standard coverage preliminary title insurance
commitment covering the Subject Property from the Title Company (the"Commitment").
The Title Company will be instructed to deliver a copy'of the Commitment and copies of
exceptions to Buyer, Seller, and the Parties' respective counsel. Approval by Buyer of the
exceptions to title set forth in the Commitment(other than as hereinafter set forth)will be
a condition precedent to Buyer's obligation to purchase the Subject Property. Unless Buyer
gives written notice that it disapproves the exceptions to title shown on the Commitment
(other than the exceptions to title approved by Buyer and described in Section 6.1 below),
stating the exceptions so disapproved, within fourteen(14) calendar days after the date of
delivery of the Commitment to Buyer, Buyer will be deemed to have approved such
exceptions. If Buyer disapproves any title exceptions, Seller will have a ten (10) calendar
day period after its receipt of Buyer's written notice of disapproval of the same within
which to provide written notice to Buyer as to which of such disapproved title exceptions
Seller will remove(or cause to be removed) from title;provided,however, that Seller will
not be required to actually remove such exception(s) until Closing. If, for any reason,
Seller's notice given pursuant to the immediately preceding sentence does not covenant to
remove all of Buyer's disapproved title exceptions at or prior to Closing,Buyer has the right
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to terminate this Agreement by written notice to Seller and Escrow Agent given within ten
(10)calendar days after the earlier of the expiration of such ten(10)calendar day period or
the date Seller informs Buyer that it does not intend to remove the disapproved,items (the
"Termination Notice"). Buyer's failure to deliver the Termination Notice within such ten
(10) day period will be deemed Buyer's approval of any such previously disapproved title
exception. If Buyer delivers the Termination Notice within such ten (10) day period, the
obligation of Seller to sell, and Buyer to buy, the Subject Property will terminate and
Escrow Agent is instructed to promptly return Buyer's Deposit.
6.1 Permitted Exceptions. In addition,to such other exceptions to title as may
be approved by Buyer pursuant to the provisions of Section 6 above, Buyer shall accept
title to the Subject Property subject to the following (collectively, the "Permitted
Exceptions"):
The printed exceptions which appear in the then current ALTA form standard
coverage owner's policy of title insurance issued by Title Company in the State of
Washington; and items created by, or on behalf of,Buyer.
7. Buyer's Right of Entry. Buyer, and its agents and consultants, at Buyer's sole
expense and risk,may enter the Subject Property during the term of this Agreement for the
purpose of Buyer's due diligence and feasibility study of the Property. Buyer will (a)
exercise care at all times on or about the Subject Property, (b) take precautions for the
prevention of injury to persons or damage to property on or about the Subject Property and
(c) comply with any advance notice requirements in any leases by tenants of the Subject
Property.Any physical alteration of the Subject Property in connection with Buyer's study
will be restored by Buyer immediately upon demand by Seller, at Buyer's sole expense. •
Buyer indemnifies and holds harmless Seller against any loss, damage, or claim including
attorneys' and experts' fees, and court costs, resulting from Buyer's inspections and tests.
Buyer is not Seller's agent in connection with such activities and has no authority to allow
any liens to encumber the Subject Property.Buyer shall keep the Subject Property free from
all mechanics', materialmen's and other liens, and all claims, arising from any work or
labor done,services performed,or materials and supplies furnished in with Buyer's actions
in the exercise of its right of entry on the Subject Property and Buyer will maintain all
insurance as required by Seller with respect to activities on the Subject Property. Buyer
should indemnify Seller against any claims for injury to persons or property caused by
Buyer's entry or testing. Buyer should be responsible for repairing any damage to the
property caused by Buyer's entry or testing. All of buyers representatives who visit the
Subject Property must be insured and 48 hours of notice must be given.
Buyer shall not perform any invasive testing beyond a Phase I Assessment and a Regulated
Building Materials (or similar) Survey or contact the tenants or property management
personnel without obtaining Seller's prior written consent, which may not be unreasonably
withheld.
8. Contracts.Lease&Rent Roll.
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8.1 Delivery and Review. Within 10 calendar days following the Effective Date,
Seller shall provide complete copies (including amendments, addenda and/or other
modifications), of all management, maintenance and security contracts ("Operational
Contracts"), all Leases, Licenses, Use Agreements, or other such Agreements related to
the use and/or occupancy of the Subject Property(individually and/or collectively referred
to as the "Leases(s)") together with current certified accounting record(s) of all rent
deposits, collected, delinquent, and pre-paid rents (individually and/or collectively
referred to as the "Rent Roll"). Review of these items shall be done as part of and subject to the
Due Diligence&Feasibility Review Period.
8.2 Tenant Estoppel.Also within 3 calendar days following the expiration or waiving
of the Due Diligence and Feasibility Period ("Estoppel Delivery Date Deadline"), Seller
shall submit to all tenants of the Subject Property (individually and collectively the
"Existing Tenant(s)") a tenant estoppel in the form attached as Exhibit B ("Tenant
Estoppel(s)"). Seller shall use commercially reasonable efforts to obtain and deliver to
Buyer a signed Tenant Estoppel within 10 calendar days of the Estoppel Delivery Date
Deadline. Seller may submit for Buyer's review a similar certificate regarding Seller's
knowledge in lieu of the Tenant Estoppel. Seller's failure to obtain and deliver the Tenant
Estoppel will pot constitute a default by Seller under this Agreement. Buyer's waiving or
satisfaction of the Due Diligence and Feasibility period outlined in Section 5 above shall
also constitute as Buyer's acceptance of Tenant Estoppel(s).
8.3 Negotiations with Existing Tenant(s). Seller authorizes Buyer to communicate
without interference from.the Seller, directly with the Existing Tenant(s) of the Subject
Property for the purposes of obtaining amendments and/or other modifications to Existing
Tenant's lease, provided, however, that any such agreement shall only be effective upon
closing and Seller shall not be a party thereto, or bound by any terms therein. Failure to
obtain amendments or modifications to Existing Tenant's lease is not a condition or
contingency of this Agreement between the Buyer and Seller.
9. Closing.
9.1 Time for Closing. This purchase and sale will be closed in the office of
Escrow Agent on the Closing Date. Buyer and Seller will place in Escrow with Escrow
Agent all instruments, documents and monies necessary to complete the sale under this
Agreement. Funds held in Escrow pursuant to Escrow instructions will be deemed, for
purposes of this definition, as available for disbursement to Seller. Neither party needs to
be physically present at the Closing.
9.2 Closing Costs.
9.2.] Seller's Costs. Associated with the sale and conveyance of the
Subject Property, Seller will pay; (a)one half of the escrow fees and cost,(b)all premiums
charged for the issuance of an ALTA Standard Coverage Owner's Policy, including
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applicable tax, (c) all real estate excise tax fees owed, (d) Seller's share of prorations not
otherwise described in Sections 9.2.1 —9.2.6 including but not limited to utilities, services,
management and/or maintenance contracts Buyer agrees to assume, etc., (e) Sellers own
legal fees and fees of its own consultant, including but not limited to real estate broker
commissions owed in connection with this Agreement.
9.2.2 Buyer's Costs. Associated with the sale and conveyance of the
Subject Property,Buyer will pay; (a)one half of the escrow fees and cost,(b)all premiums
charged for any additional endorsements, or extended coverage Buyer may require or
request,including applicable sales tax,(c)the recording fees for the Deed;(d)Buyer's share
of prorations, if any; and its own broker and legal fees, if any.
9.2.3 OtherCosts. Excluding those costs and fees described
in Section 9.2. 1 and 9.2.2, all other costs and expenses will be charged according
to local industry customs. Seller Other Costs shall be limited to$2,000.
9.2.4 Real Property Taxation. Seller will be responsible for the prorated
real property taxes due and owable prior to the Closing Date.
9.2.5 Pro-Ration of Rents. Rents shall be pro-rated as of the Closing Date.
Any refundable deposits,and/or any pre-paid rents shall be transferred to Buyer at Closing.
9.2.6 Triple Net monies collected from tenants. Seller shall transfer to
Buyer any triple net monies collected from tenants.
9.3 Closing Documents.
9.3.1 Seller's Documents. At Closing,Seller will deliver to Escrow Agent
the following instruments and documents:
a. An executed and acknowledged Statutory Warranty Deed ("Deed")
subject to all Permitted Exceptions, restrictions and covenants; A
reference deed is attached as Exhibit"C".
b. The executed real estate excise tax affidavit to accompany the Deed;
and
c. An executed nonforeign person affidavit in the form required under
Section 1445 of the Internal Revenue Code.
d. A Rent Roll dated as of the Closing Date.
9.3.2 Buyer's Documents. At Closing, Buyer shall deliver to Escrow
Agent the following funds, instruments and documents:
a. The balance of the Purchase Price in accordance with Section 3; and
b. An executed real estate excise tax affidavit.
c. A copy of the Resolution by the Auburn City Council approving the
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purchase of the Subject Property.
10. Possession. Buyer will be entitled to possession of the Subject Property,subject to
all tenancies disclosed to Buyer as provided in paragraph 8,upon Closing.
11. Representations and Warranties.
11.1 Seller's Representations and Warranties. In addition to any other
representations or warranties to City elsewhere in this Agreement, Seller represents and
warrants to Buyer that:
11.1.1 Authority. Seller has full power and authority to execute this
Agreement and perform Seller's obligations and all necessary action to authorize this
transaction has been taken, except as specifically provided herein.
11.1.2 Hazardous Substances. Seller has not received notification of any
kind from any governmental agency suggesting that the Subject Property is or may be
targeted for a Hazardous Substances cleanup; to the best of Seller's knowledge the Subject
Property has not been used (a) for the storage, disposal or discharge of oil, solvents, fuel,
chemicals or any type of toxic, dangerous, hazardous or biological waste or substance
(collectively, "Hazardous Substances"), or (b) as a landfill or waste disposal site; to the
best of Seller's knowledge the Subject Property has not been contaminated with any
Hazardous Substances; and(c)to the best ofSeller's knowledge, there are no underground
storage tanks on the Subject Property. Buyer agrees to waive Seller's Disclosure Statement
under RCW 64.06.010 with the exception of item 6 "Environmental" under RCW
64.06.013 which Seller shall deliver to Buyer within five (5) business days following
execution of this Agreement. A Seller completed copy of the Environmental Section of
Seller's Disclosure Statement is attached as Exhibit D for reference.
Notwithstanding the foregoing, based on the age of the improvements located on the
Subject Property,Buyer should presume the presence of asbestos and lead-based paint.
11.1.3 Buyer's Representations and Warranties. In addition to any other
representations and warranties of Buyer elsewhere in this Agreement,Buyer represents and
warrants to Seller now, and as of the Date of Closing, that (a) Buyer has full power to
execute, deliver and carry out the terms and provisions of this Agreement, and has taken
all necessary action to authorize the execution, delivery and performance of this
Agreement; and (b) the individual executing this Agreement on behalf of Buyer has the
authority to bind Buyer to the terms and conditions of this Agreement.
11.1.4 "As is" condition of Subject 'Property. Except for the express
representations and warranties in this Agreement, (a) Seller makes no representations or
warranties regarding the Property; (b) Seller hereby disclaims, and Buyer hereby waives,
any and all representations or warranties of any kind, express or implied, concerning the
Property or any portion thereof, as to its condition,value, compliance with laws, status of
permits or approvals, existence or absence of hazardous material on site, suitability for
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Buyer's intended use, occupancy rate or any other matter of similar or dissimilar nature•
relating in any way to the Property, including the warranties of fitness for a particular
purpose,tenantability,habitability and use;(c)Buyer takes the Property"AS IS" and with
all faults; and (d) Buyer represents and warrants to Seller that Buyer has sufficient
experience and expertise such that it is reasonable for Buyer to rely on its own pre-closing
inspections and investigations.The Parties acknowledge and agree that the Purchase Price
reflects that Buyer is purchasing the Subject Property "as is," "where is," and "with all
faults," except to the extent of representations and warranties specifically made by Seller
or in the Statutory Warranty Deed or other documents to be delivered by Seller at Closing.
12. Maintenance of Subiect Property:Risk of Loss..Condemnation.
12.1 Maintenance of Subject Property. From the date of this Agreement until the
Closing Date (or any earlier termination of this Agreement), Seller agrees to maintain the
Subject Property in substantially the same condition existing as of the Effective Date,
ordinary wear and tear accepted.
12.2 Risk of Loss;Condemnation.Risk of loss of or damage to the improvements
on the Subject Property will be borne by Seller at all times until the Closing Date and no
event of casualty or damage shall affect the parties' obligations under the Agreement or
the Purchase Price. However, in the case of casualty occurring after the Effective Date,
Buyer will have the right to receive any insurance proceeds due Seller in connection with
any casualty or damage and Seller covenants to maintain commercially reasonable casualty
insurance in place with respect to the Subject Property at all times prior to Closing. Seller or
Buyer shall promptly notify Buyer or Seller of any condemnation or eminent domain
proceeding which affects or may affect the Subject Property. In the event of any
condemnation or eminent domain proceeding by any entity other than City, or a deed in
lieu of or under threat thereof, which affects a material portion of the Subject Property,
Buyer may elect either to terminate this Agreement,or to purchase the Subject Property in
the condition existing on the Closing Date without adjustment of the Purchase Price.
13. Default.
13.1 Time of Essence. Time is of the essence for this Agreement.
13.2 Seller's Election of Remedies. Should Buyer default under this Agreement,
Seller may,at its sole and exclusive remedy,terminate this Agreement and keep that portion
of the Deposit that does not exceed five percent (5%) of the Purchase Price as liquidated
damages as the sole and exclusive remedy. Buyer and seller agree that retention of the
Deposit by Seller as outlined above,represents a reasonable estimation of damages in the
event of Buyer's default,as actual damages would be difficult to ascertain, and further that
this provision does not constitute a penalty.In this respect,Buyer and Seller acknowledge
that these damages have been specifically negotiated between Buyer and Seller and are,
inter alia, to compensate Seller for delaying the eventual sale of the Subject Property and
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to compensate Seller or its costs and expenses associated with this Agreement.
13.3 Buyer's Remedies for Seller's Default. If Seller fails to complete the sale
of the Subject Property in accordance with this Agreement, Buyer's remedy will be to
terminate this Agreement or to seek specific performance.
14. Notices. All notices, demands and other communications required or permitted to
be given shall be in writing and shall be sent by personal delivery(including by means of
professional messenger or courier service) or registered or certified mail,postage-prepaid,
return-receipt requested, or by electronic mail (email) at the addresses provided. Notice
shall be deemed to have been given if personally delivered or sent by electronic mail
(email), upon receipt,if sent by mail,two (2) days after duly placed in the U.S. Mail to all
of the addresses designated for such party.
The Parties' respective addresses for notices are as follows:
TO THE CITY TO SELLER
City of Auburn—Real Estate Division Janney Holdings
Attn: Josh Arndt
25 West Main Attn:Doug Prince
Auburn,WA 98001 1420 Fifth Avenue, Suite 3100
253.288.4325 Seattle,WA 98101
Jarndt@auburnwa.gov
With copies to: dnrincea,buchalter.com
City of Auburn—Legal Department
Attn: Jason Whalen
25 West Main St
Auburn,WA 98001
253.804.5026
JWhalen@auburnwa.gov
Notice of change of address shall be given by written notice in the manner detailed in this
Section.
15. General.
15.1. Entire Agreement. This is the entire Agreement (including the attached
Exhibits)of Buyer and Seller with respect to the matters covered hereby and supersedes all
prior agreements between them,written or oral. This Agreement may only be modified or
amended in writing, signed by Buyer and Seller. Any waivers must be in writing. No
waiver of any right or remedy in the event of default will constitute a waiver of such right
or remedy in the event of any subsequent default. Venue for disputes under this Agreement
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is the Superior Court of King County,Washington.
15.2 Choice of Law. This Agreement will be governed by the laws of the State
of Washington.
15.3 No Third-Party Beneficiaries/Severability. This Agreement is for the
benefit only of the Parties and shall inure to the benefit of and bind the heirs, personal
representatives, successors and permitted assigns of the parties. The invalidity or
unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument.
15.4 Survival of Rights, Duties, and Obligations. The Parties' rights, duties,
covenants, and obligations shall survive Closing and the expiration or earlier termination
of this Agreement.
15.5 Indemnification. From and after Closing,and for a period of three(3)years
from the Closing Date, Seller shall indemnify, defend, and hold Buyer harmless from and
against any and all claims and agency orders or requirements relating to or arising out of,
directly or indirectly, the Subject Property, except to the extent caused by the negligence
or willful misconduct of Buyer.
15.6 Signing Authority. Each of the Parties represents and warrants that the
individual signing this Agreement on its behalf is duly authorized to enter into this
Agreement and to execute and legally bind such Party to it. The City of Auburn's signing
authority is subject to Section 15.12.
15.7 Attorneys' Fees. In the event suit or action is instituted to interpret or
enforce the terms of this Agreement, the prevailing party is entitled to recover from the
other party such sum as the Court may adjudge reasonable as attorneys' fees, including
fees incurred at trial, on any appeal and in any petition for review.
15.8 Exclusivity. During the term of this Agreement, Seller will not market nor
list the Subject Property for sale, nor accept any offers from third parties with respect to
the sale of the Subject Property.
15.9 Information Transfer. In the event this Agreement is terminated, Buyer
agrees to deliver to Seller within ten (10) days of Seller's written request copies of all
materials received from Seller and any non-privileged plans, studies, reports, inspections,
appraisals, surveys, drawings, permits, applications or other development work product
relating to the Property in Buyer's possession or control as of the date this Agreement is
terminated.
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15.10 Reservation of Police Power. Notwithstanding anything to the contrary set
forth in this Agreement, Buyer understands and acknowledges that City's authority to
exercise its police (regulatory) powers in accordance with applicable law shall not be deemed
limited by the provisions of this Agreement.
15.11 Counterparts.This Agreement and any amendments that may come to exist,
may be executed in as many counterparts as may be convenient or required. It shall not be
necessary that the signature of, or on behalf of, each Party, or that the signature of all
persons required to bind any Party, appear on each counterpart. All counterparts
collectively constitute a single instrument.
15.12 Approval by Auburn City Council. The Parties acknowledge and agree that
this Agreement is subject to the approval and ratification of the Auburn City Council.
15.12 No Broker.No broker, finder, agent or similar intermediary has acted for or
on behalf of the Buyer. Any broker, finder, agent or similar intermediary acting for or on
behalf of the Seller,if any,shall be paid from Seller's proceeds in accordance with Section
9.2.1 above.
15.13 Assignment. Buyer's rights and obligations under this Agreement are not
assignable without the prior written consent of Seller, which shall not be withheld
unreasonably; provided, however, Buyer may assign this Agreement without the consent
of Seller,but with notice to Seller, to any entity under common control and ownership of
Buyer, provided no such assignment shall relieve Buyer of its obligations hereunder. The
party identified as the initial Buyer shall remain responsible for those obligations of Buyer
stated in this,Agreement notwithstanding any assignment.
15.14 Exhibits. The following exhibits are attached and incorporated into this
Agreement by reference.
(i) Exhibit A—Legal Description of the Subject Property
(ii) Exhibit B—Form of Tenant Estoppel
(iii) Exhibit C—Reference Statutory Warranty Deed
(iv) Exhibit D—Seller Disclosure,Environmental
•
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SIGNATURE PAGE
BUYER SELLER
CITY OF AUBURN 125 E. MAIN LLC
By:Janney Holdings,LLC
Its: Manager
rDocuSigned by: • DocuSigned by:
K.� By: COIn.Sfaun fr✓ j,lnySt,ln. I ,tSbin,
r r�.a[HtsGi/tu4/G SJi/W1 UtUUtld9
Nancy Backus,Mayor onstance Nelson,President
Date: 10/22/2024 Date:10/3/2024
Approved as to Form:
SIC dby:
iaso-4u P1-1(,
Jason°Walen, Auburn City Attorney
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EXHIBIT"A"
Legal Description
THE WEST 5 FEET OF LOT 3,ALL OF LOT 4, THE EAST 50 FEET OF LOT 9 AND
THE WEST S FEET OF LOT IC, BLOCK I4,L.W. BALLARD'S 3RD ADDITION TO
SLAUGHTER,ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 8 OF
PLATS,PAGE 47,IN KING COUNTY,WASHINGTON.
King County Parcel number-048900095
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EXHIBIT B
Form of Tenant Estoppel
(Do Not Sign)
ESTOPPEL CERTIFICATE
To: City of Auburn
25 W Main
Auburn WA,98001
Re: Lease Agreement, dated by and between
( "Landlord"), and ("Tenant")
concerning . Auburn,WA 98092(the"Lease").
This Estoppel Certificate dated as of ,20 ,is furnished by the Landlord,
as lessor and the Tenant, as lessee under the Lease above described, to (the
"Buyer"), in connection with that Purchase and Sale Agreement dated between the
Buyer and Landlord with respect to real property whose address is
(the "Subject Property"). Landlord and Tenant
understand that the Buyer is relying upon this Estoppel Certificate in connection with purchasing the
Subject Property.
A. Certifications of Tenant. Tenant hereby represents and certifies to the Buyer and their
respective successors and assigns that,except as set forth in Estoppel Exhibit A attached:
1. The following documents attached as Estoppel Exhibit B are true, correct and complete
copies of the Lease.
2. Tenant is the tenant under the Lease and has not assigned, pledged, encumbered or
transferred any of its rights or obligations of the Lease,except as set forth herein.Tenant has not subleased
all or any portion of the Premises defined in the Lease("Lease Premises").And the Landlord is the landlord
under the Lease.
3. The Lease sets forth the full and complete agreement between Landlord and Tenant with
respect to the Subject Property.The Lease has not been amended(except as may be shown in Exhibit B),
is in full force and effect according to its terms and is valid and binding upon Tenant.
4. Tenant is not in default under the Lease.No state of facts exists which, with the passage
of time or the giving of notice, or both, could constitute a default by Tenant under the Lease. All rent,
charges and other payments due to Landlord from Tenant under the Lease on or before the date hereof
have been paid.
5. To the best of Tenant's knowledge; (a)Landlord is not in default under the Lease and(b)
no state of facts exist which, with the passage oftime or the giving of notice, or both, could constitute a
default by Landlord under the Lease.
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6. Tenant (circle one) has or has not) paid any rent, charges or other payments due to
Landlord from Tenant under the Lease more than thirty (30) days in advance (if yes, how much
and for what ). Tenant(circle one) has
or has not)paid any security deposit under the Lease(if yes,how much ).
7. To the best of Tenant's knowledge, all conditions under the Lease to be satisfied by
Landlord or Tenant as of the date hereof have been satisfied.
8. All improvements, alterations, or other work, if any, to be performed or constructed by
Landlord under the Lease have been completed and have been accepted by Tenant. All contributions, if
any,required to be paid to Tenant by Landlord for improvements to the Lease Premises have been paid.
9. Landlord or Tenant has obtained all required permits for any improvements, alterations,
or other work("Tenant Improvements")done in,to,or about to the Lease Premises,for Tenant's business
purposes or occupancy.
10. There are no actions, voluntary or involuntary, pending against Tenant under any
bankruptcy,receivership,insolvency or similar laws of the United States or any State thereof.
B. Certifications of Landlord. Landlord hereby represents and certifies to the Lender
and HUD and their respective successors and assigns that, except as set forth in Estoppel Exhibit A
attached hereto:
1. The following documents attached as Estoppel Exhibit B are true, correct and complete
copies of the Lease.
2. Landlord is the landlord under the Lease.Landlord has not assigned,pledged,encumbered
or transferred any of its rights or obligations of the Lease. Tenant is the tenant under the Lease and to the
best of Landlord's knowledge,Tenant has not subleased all or any portion of the Leased Premises.
3. The Lease sets forth the full and complete agreement between Landlord and Tenant with
respect to the Subject Property.The Lease has not been amended(except as may be shown in Exhibit B),
is in full force and effect according to its terms,and is valid and binding upon Landlord.
4. To the best of Landlord's knowledge; (a)Tenant is not in default under the Lease, (b)no
state of facts exists which, with the passage of time or the giving of notice, or both, could constitute a
default by Tenant under the Lease, and (c) all rent, charges and other payments due to Landlord from
Tenant under the Lease on or before the date hereof have been paid.
5. Landlord is not in default under the Lease.No state of facts exists which,with the passage
of time or the giving of notice,or both,could constitute a default by Landlord under the Lease.
6. Tenant (circle one) has or has not) paid any rent, charges or other payments due to
Landlord from Tenant under the Lease more than thirty (30) days in advance (if yes, how much
and for what ). Tenant(circle one)has or
has not)paid any security deposit under the Lease(if yes,how much ).
7. To the best of Landlord's knowledge, all conditions under the Lease to be satisfied by
Tenant as of the date hereof have been satisfied.
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8. All improvements, alterations and other work, if any, to be performed or constructed by
Landlord under the Lease have been completed and have been accepted by Tenant. All contributions, if
any,required to be paid to Tenant by Landlord for improvements to the Lease Premises have been paid.
9. Landlord or Tenant has obtained all required permits for any improvements, alterations,
or other work("Tenant Improvements")done in,to,or about to the Lease Premises,for Tenant's business
purposes or occupancy.
l 10. There are no actions, voluntary or involuntary, pending against Landlord under any
bankruptcy,receivership,insolvency or similar laws of the United States or any State thereof.
[SIGNATURE PAGES FOLLOW]
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[Signature Page]
TENANT:
[INSERT LLC, CORP,ETC.]
By:
Name:
Title:
LANDLORD:
[INSERT LLC, CORP,ETC.]
By:
Name:
Title:
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Estoppel Exhibit A
Exceptions:
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Estoppel Exhibit B
(Copy of Lease)
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EXHIBIT"C"
Reference Deed
Return Address:
City of Auburn
25 W Main Street
Auburn,WA 98001
Above this line reserved for recording information.
STATUTORY WARRANTY DEED
Grantor: 125 E.Main,a Washington Limited Liability Corporation
Grantee: City of Auburn,a Washington Municipal Corporation
QSTR: SW-7-21-5
Parcel ID(if applicable): 0489000095
The Grantor, 125 E. Main, LLC,for and in consideration of Ten Dollars and other valuable
consideration in hand paid, conveys and warrants to the City of Auburn, the following
described real estate
THE WEST 5 FEET OF LOT 3, ALL OF LOT4, THE EAST 50
FEET OF LOT 9 AND THE WEST 5 FEET OF LOT 10,BLOCK 14,
L.W. BALLARD'S 3'D ADDITION TO SLAUGHTER,
ACCORDING TO THE PLAT THEREOF RECORDED IN
VOLUME 8 OF PLATS, PAGE 47, IN KING COUNTY,
WASHINGTON
Subject to: Matters of public record, and the following covenants and restrictions:
The City of Auburn covenants that following demolition of the single-story commercial building
containing approximately 7,140 square feet, the Property shall only be used for open space,
active or passive park purposes. This restriction for a term of 50 years from the date this deed is
recorded in the registry of King County.
The City covenants that it shall place this covenant for said purposes in any deed transferring
the Property or a portion thereof.
Further, the property herein conveyed to the Grantee was purchased with King County
Conservation Futures Tax Levy funds and is subject to open space use restrictions and
restrictions on alienation as specified in RCW 84.34.200, et seq., and King County Code
26.12.003, et seq.
SIGANTURE ON THE FOLLOWING PAGE
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GRANTOR:
DATE:
STATE OF )
)ss.
County of )
STATE OF WASHINGTON )
• )ss.
County of King )
I certify that I know or have satisfactory evidence that is the person
who appeared before me,and said person acknowledged that he/she signed this instrument,and on oath stated
that he/she was authorized to execute the instrument and acknowledged it as 125 E.Main,a Washington limited
liability corporation,to be the free and voluntary act of such party for the uses and purposes mentioned in this
instrument.
Dated
Notary Public in and for the State of
residing at
My appointment expires
Approved as to Form: •
Nancy Backus, City of Auburn-Mayor
•
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EXHIBIT "D"
Seller Disclosure—Environmental
ENVIRONMENTAL DISCLOSURE Yes NO" Don't N/A
Know
A Have there been any flooding,standing water,or drainage x
problems on the property that affect the property or access to
the property?
B Does any part of the property contain fill dirt,waste,or other X
fill materials?
C Is there any material damage to the property from fire,wind, X
floods,beach movements,earthquake,expansive soils,or
landslides?
D Are there any shorelines,wetlands,floodplains,or critical X
areas on the property?
E Are there any substances,materials,or products in or on the X
property that may be environmental concerns,such as
asbestos,formaldehyde,radon gas,lead-based paint,fuel or
chemical storage tanks,or contaminated soil or water?
F Has the property been used for commercial or industrial x
purposes?
G Is there any soil or groundwater contamination? X
H Are there transmission poles or other electrical utility X
equipment installed,maintained,or buried on the property
that do not provide utility service to the structures on the
property?
I Has the property been used as a legal or illegal dumping site? X
J Has the property been used as an illegal drug manufacturing X
site?
K Are there any radio towers in the area that cause interference X
with cellular telephone reception?
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If you answered yes to any of the following please give further details here.
There was a fire next to the subject property in Summer'21 which caused flooding from the
water used to put out the fire. The City has a copy of the engineering report that was written in
1/22 for more information. We think that the conditions referenced above would be like the
neighboring theater owned by the city. Also given age of the structure we believe that there was
probably earthquake damage from some prior earthquake.
People have managed to climb onto the roof of the structure,through unknown means and left
stuff on the roof. This is the only"dumping"that is referred to above.
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