Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
5908
BARGAIN PURCHASE AND SALE AGREEMENT This BARGAIN PURCHASE AND SALE AGREEMENT(this"Agreement")is entered into as of the 2 I SI-day of HoN ,2026 ("Effective Date"),by and between the City of Auburn,a Washington municipal corporation("City"or"Buyer"), and The Soos Creek Botanical Garden Foundation, a Washington nonprofit corporation("Seller"). Seller and Buyer are collectively referred to as the "Parties." RECITALS A. Seller owns certain real property consisting of approximately 4.76 acres(the "Foundation Parcels"), the eastern area of which comprises the northwest portion (including the parking lot) of what is being generally referred to as the Soos Creek Botanical Garden ("Garden"). The remainder of the Garden is owned by Morris (aka Maurice)W. Skagen("Skagen"),who is simultaneously pursuing the sale of his portion of the Garden(the"Skagen Parcel")to the City via a separate agreement. B. Seller wishes to preserve and protect the conservation qualities and the benefits the Garden brings to Auburn and surrounding communities. C. The City also wishes to preserve and protect these qualities and benefits the Garden brings to Auburn and surrounding communities. D. To enable the transaction detailed in this Agreement, the Parties mutually desire to complete a boundary line adjustment (as detailed below in Section 4) of the Foundation Parcels which will result in a single tax parcel comprising the portion of the Garden owned by Seller, constituting approximately 2.89 acres that is the property Seller wishes to sell and Buyer wishes to buy under the terms and conditions contained within this Agreement(the Subject Property-as defined in Section 2 below). E. In 2025, Buyer secured a Conservation Futures Grant from King County in a total amount of Two Million One Hundred and Twenty-One Thousand Dollars ($2,121,000) (the "Grant")towards the acquisition costs of both the Subject Property and the Skagen Parcel. Buyer anticipates spending approximately $1,830,000 towards the purchase price of the Skagen Parcel and an additional to-be-determined amount towards eligible reimbursable City costs including appraisal, survey and closing. The Parties understand and acknowledge that this will leave less than the full amount of the Purchase Price(defined below)in available Grant funding towards Seller's Subject Property. F. Although the Subject Property appraised at Three Hundred Thousand Dollars($300,000),due to Buyer's Grant funding constraints and in order to sell the Subject Property to Buyer on a similar timeframe as the Skagen Parcel, Seller desires to voluntarily donate to Buyer a portion of the fair market value of the Subject Property on the terms and conditions detailed herein. Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 1 of 45 G. This Agreement shall be approved through the ratification of a Resolution 5908 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 that date which shall be no later than thirty(30)days following the recording of the Boundary Line Adjustment described in Section 4. 1.3 "Deposit"means an amount of Ten Thousand Dollars ($10,000), plus any other amounts designated as a Deposit in this Agreement. 1.4 "Due Diligence" means Buyer's investigation and review of the Subject Property within Buyer's discretion, as limited and further provided herein. 1.5 "Diligence and Review Period" means the period during which Buyer completes its Due Diligence on the Subject Property,which period shall last until the date of King County's recording of the BLA detailed in Section 4. 1.6 "Escrow" means the escrow opened with Escrow Agent for the consummation of the transaction described in this Agreement. 1.7 "Escrow Agent"or"Title Company"means Stewart Title Guaranty Company — Commercial Services, located at: 1420 5th Avenue. Suite 440, Seattle, WA 98101. 206.770.8849 1.8 "Official Records"means the official real property records of King County, Washington. 1.9 "Permitted Exceptions"has the meaning as set forth in Section 6.1 below. 1.10 "Purchase Price"has the meaning as set forth in Section 3. 1.11 "Title Policy" means the then-current Buyer-purchased standard coverage ALTA owner's policy of title insurance issued by the Title Company to Buyer with Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 2 of 45 coverage in the amount of the Purchase Price, showing title to the Subject Property vested in Buyer subject only to the Permitted Exceptions. 2. Purchase and Sale. Buyer agrees to purchase, and Seller agrees to sell, all of Seller's right, title, and interest in the real property legally described in Exhibit A and generally depicted in Exhibit B (the "Subject Property"), on the terms and conditions set forth in this Agreement. The exact boundaries of the Subject Property to be conveyed at Closing under this Agreement shall be determined through the completion of the Boundary Line Adjustment described in Section 4. The Parties acknowledge and agree that Exhibit A may be amended before Closing to reflect the final legal description of the Subject Property after the Boundary Line Adjustment has been completed; however, the resulting property is anticipated to be substantially similar to the "Revised Parcel H" referenced in Exhibit B. The Parties understand and agree that no equipment or other personal property (such as garden tools, etc.) is included in the sale under this Agreement, as Seller intends for the Foundation to own and be responsible for such items in furtherance of the public benefit provided by the Garden. 3. Purchase Price; Cash Payment. The Purchase Price is Three Hundred Thousand and 00/100 Dollars($300,000.00). Of the Purchase Price,the amount of Grant funds left after Buyer's purchase of the Skagen Parcel (including closing and other reimbursable costs associated with that purchase)and coverage of Buyer's acquisition costs for this Agreement shall be payable at Closing, with the remaining amount donated by Seller to Buyer in the form of a public benefit equity gift. However,in the event the amount left in the Grant attributable to the Purchase Price is less than Two Hundred and Fifty Thousand and 00/100 Dollars ($250,000.00) such that Seller's donated equity would exceed $50,000 , Seller in their sole and absolute discretion retains the right to terminate this Agreement with the Earnest Money returned to Buyer and neither party having any further rights or obligations to the other except those specified herein. At least fifteen (15) days before the Closing Date, Buyer shall provide an estimated itemized statement showing the remaining Grant funds available to be put towards the Purchase Price. If such amount is estimated to be less than$250,000, Seller shall then have five(5)business days from receipt of the statement to notify Buyer in writing of its election to terminate this Agreement or proceed to Closing. Buyer will pay the Purchase Price at Closing by wire transfer of collected federal funds. Seller understands and acknowledges that the amount paid by Buyer at Closing will include only the remaining Grant amount,and Seller confirms it will voluntarily donate the remainder of the Purchase Price to Buyer as part of the Subject Property,subject to Seller's rights in this Section 3. The Deposit will be applied to the non-gifted portion of the Purchase Price due at Closing. 3.1 Earnest Money Deposit. On execution of this Agreement, Buyer will deposit with Escrow Agent Ten Thousand and 00/100 Dollars ($10,000.00) in cash (the Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 3 of 45 "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 Diligence& Review Period. 4. Boundary Line Adjustment. Buyer, at its sole cost and expense, shall pursue and complete a boundary line adjustment("BLA")that, upon completion, will create a parcel consisting of approximately 2.89 acres that is substantially similar to the area depicted in red and labeled"Revised Parcel H" on the Boundary Line Adjustment Depiction attached as Exhibit B. Seller shall cooperate and participate in the BLA process by timely executing all required documents and authorizations. Buyer shall be solely responsible for obtaining all necessary permits, paying all associated costs, and completing all required work and documentation, including the recording of the finalized BLA. The BLA shall not be recorded until the Parties and Escrow Agent have confirmed everything is ready for Closing under Sections 8 and 9 and Buyer and Seller have notified Escrow Agent in writing that they desire to proceed with Closing. 5. Records. Within fourteen (14) days of the Effective Date, Seller shall 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 (collectively and individually defined as"Records"): (a) All surveys,plats,plans, or as-builts relating to the Subject Property; (if any) (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 environmental hazards affecting or potentially affecting the Subject Property; (e) Copies of all Permits held by Seller, or any agent of the Seller, in connection with its ownership and operations of the Subject Property; (f) Copies of all final, written environmental assessment reports concerning the Subject Property performed by or for the Seller in connection with its ownership of the Subject Property which Seller,or any agent of the Seller,may possess; (g) Copies of all vendor and supplier service contracts in connection with the Subject Property, including but not limited to any agreements with the Foundation("Operational Contracts"); (h) Copies of all existing tenant leases or licenses, affecting the Subject Property, records showing the amount of any deposits being held by the Seller and payment history of the tenant(s) covering the last 12 months;and (i) Copies of any utility or access agreements, and/or covenants, affecting the Subject Property. Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 4 of 45 If, based upon Buyer's review of any such Records described in this Section 5, 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 no later than forty-five (45)days following the Effective Date or before recording of the BLA,whichever is earlier. In the event that Buyer fails to deliver such notice to Seller on or before the forty-fifth(45th) day, Buyer will be deemed to be satisfied and to have waived its right to terminate this Agreement pursuant to this subsection. If Buyer advises Seller in writing on or before the forty-fifth (45th) day, then this Agreement shall automatically terminate, and the Parties' rights and obligations under this Agreement shall be of no further force or effect and the Deposit will be returned to Buyer. 6. Title Policy. Promptly after mutual execution of this Agreement, Escrow Agent will obtain and deliver to Buyer, Seller, and the Parties' respective counsel, a standard coverage preliminary title insurance commitment covering the Subject Property from the Title Company(the"Commitment"),together with copies of all title exceptions. 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 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 shall 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"): (i) 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; (ii)all non-delinquent property taxes and assessments, and(iii)all matters Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 5 of 45 created by or on behalf of Buyer, including without limitation the BLA completed under Section 4 herein. • 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 Diligence & Review of the Subject Property. Buyer warrants that it will (a) exercise care at all times on or about the Subject Property, (b) take necessary 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 Due Diligence shall be restored by Buyer so that the Subject Property and improvements are in substantially the same condition they were in prior to inspection, 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 presence on Subject Property, inspections and tests in connection with Buyer's Due Diligence.This indemnity shall survive the Closing or any termination of this Agreement. 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 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. All of Buyer's representatives who visit the Subject Property must have required insurance coverage and provide 48 hours of notice as required under this Agreement. 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. Conditions to Closing. In addition to any other conditions contained in this Agreement,the following are conditions precedent or concurrent to Closing which must be satisfied in order for Closing to occur: 8.1 Operating Agreement with the Soos Creek Botanical Garden Foundation. The Parties acknowledge and agree that as a condition of Closing,Buyer must concurrently successfully execute an Operating or Services Agreement (hereinafter "Operating Agreement") with Seller for the ongoing operations and maintenance of the Garden. The Operating Agreement between Seller and Buyer shall be in substantial conformity to that attached as Exhibit C to this Agreement. The Parties agree to delay the Closing of this Agreement as necessary for Buyer to complete the execution of the Operating Agreement with Seller. Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 6 of 45 8.2 Termination of 2010 Easement for Ingress,Egress and Maintenance. The Parties acknowledge and agree that as a condition of Closing, Seller must terminate before or at Closing the"Easement for Ingress,Egress and Maintenance"recorded in 2010 under King County recording number 20101230000076 ("2010 Easement"). Seller understands this requires a termination agreement signed by both Seller as Grantee and Morris W. Skagen as the current Grantor party in interest under the 2010 Easement, with such termination agreement recorded among the land records of King County before recording of the Deed under this Agreement. 9. Closing. 9.1 Time for Closing. This purchase and sale will be closed in the office of Escrow Agent no later than the Closing Date. Buyer and Seller will place in Escrow with Escrow Agent all instruments,documents,and funds in U.S.Dollars necessary to complete the purchase and 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. 9.2.1 Seller's Costs. Associated with the sale and conveyance of the Subject Property,Seller will pay:(a)Seller's own legal fees and fees of its own consultants, including but not limited to real estate broker commissions owed in connection with this Agreement, if any;and(b)Seller's share of prorations not otherwise described in Sections 9.2.1 — 9.2.4, including but not limited to utilities, assumed service, management and/or maintenance contracts, etc. 9.2.2 Buyer's Costs. Associated with the sale and conveyance of the Subject Property,Buyer will pay;(a)the full Escrow fees and cost,(b)the full costs and fees for the title insurance policy issued to Buyer, together with applicable taxes, cost of all endorsements, and/or extended coverage Buyer may require or request, (c) the recording fees for the Deed, (d) any and all excise taxes resulting from the sale, unless otherwise exempt under the provisions of WAC 458-61A-206, (e) sales tax due on any personal property conveyed to Buyer, if any, (f)Buyer's legal, consultant fees and all costs related to its Due Diligence, and (g) Buyer's share of prorations not otherwise described in Sections 9.2.1 —9.2.4. 9.2.3 Other Costs. All other costs and expenses will be charged according to local industry customs. 9.2.4 Real Property Taxation. Seller will be responsible for the prorated real property taxes due and owing prior to the Closing Date. Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 7 of 45 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 agreement terminating the 2010 Easement; b. An executed and acknowledged Bargain and Sale Deed ("Deed") subject to all Permitted Exceptions; c. The executed real estate excise tax affidavit to accompany the Deed;and d. An executed nonforeign person affidavit in the form required under Section 1445 of the Internal Revenue Code. 9.3.2 Buyer's Documents. At or before 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. 10. Possession. Buyer will be entitled to possession of the Subject Property 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,to the best of Seller's knowledge: 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 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 Seller's Knowledge the Subject Property has not been contaminated with any Hazardous Substances;and(c)to Seller'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 Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 8 of 45 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. As used in this Agreement, the phrase "Seller's Knowledge" or words of similar import shall mean the actual present knowledge of Matt Jennings,member of Seller's Board of Directors, about the matters so stated, without investigation of any kind or nature and expressly excludes imputed knowledge. If after the opening of Escrow either party comes to have actual knowledge of a fact or circumstance which would render a representation or warranty by Seller herein inaccurate in any material respect, that party shall promptly advise the other party thereof in writing. Buyer shall have, as its sole and exclusive remedy,the option, exercisable by the later of(a) the end of Diligence&Review Period or(b)five(5)business days after such notice is given, to either(i)terminate this Agreement and receive a return of the Deposit or(ii)to waive such inaccuracy in writing, in which latter event it shall be deemed to have waived all claims and causes of action against Seller related thereto. EXCEPT AS MODIFIED PURSUANT TO THE PRECEDING PARAGRAPH, SELLER'S REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN WILL EXPRESSLY SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT, WILL NOT BE MERGED INTO THE CLOSING DOCUMENTS, AND WILL BE DEEMED INCORPORATED INTO THE DEED. TO MAKE ANY CLAIM BASED ON SELLER'S BREACH OF ANY OF THESE WARRANTIES OR REPRESENTATIONS, BUYER SHALL GIVE NOTICE OF SUCH BREACH TO SELLER WITHIN ONE YEAR AFTER THE DATE OF RECORDING OF THE DEED. SELLER SHALL ACCEPT AND PERFORM AS REQUESTED BY BUYER IN SAID NOTICE OR REJECT THE CLAIM IN WRITING WITHIN THIRTY(30)DAYS AFTER RECEIPT OF THE NOTICE FROM BUYER. IF SELLER REJECTS SUCH CLAIM, BUYER SHALL BRING AN ACTION AGAINST SELLER FOR SUCH BREACH WITHIN FORTY-FIVE (45) DAYS AFTER BUYER RECEIVES SELLER'S WRITTEN REJECTION. IF BUYER DOES NOT GIVE WRITTEN NOTICE OF SUCH A CLAIM WITHIN SAID ONE-YEAR PERIOD OR BRING AN ACTION WITHIN SAID 45-DAY PERIOD, THEN BUYER'S RIGHT TO MAKE CLAIM BASED ON BREACH OF SELLER'S REPRESENTATIONS AND WARRANTIES WILL BE TERMINATED. �A` / f r\x ck4Buyer's Initials Seller's 1tials 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 Closing Date,that(i)Buyer has full power to execute, Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 9 of 45 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 (ii) 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. OTHER THAN THE MATTERS REPRESENTED IN SECTION 11 HEREOF OR THE DOCUMENTS MADE AVAILABLE BY SELLER PURSUANT TO SECTION 5, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY,ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY OF SELLER'S AGENTS OR REPRESENTATIVES. SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO BUYER AND NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED, MAY BE RELIED UPON BY BUYER WITH RESPECT TO THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR,CONDITION,DESIGN OR MARKETABILITY OF ANY PORTION OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO (a)ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c)ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) THE FINANCIAL CONDITION OR PROSPECTS OF THE PROPERTY AND (e) THE COMPLIANCE OR LACK THEREOF OF THE REAL PROPERTY OR THE IMPROVEMENTS WITH GOVERNMENTAL REGULATIONS, IT BEING THE EXPRESS INTENTION OF SELLER AND BUYER THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE DOCUMENTS MADE AVAILABLE BY SELLER PURSUANT TO SECTION 5, THE PROPERTY WILL BE CONVEYED AND TRANSFERRED TO BUYER IN ITS PRESENT CONDITION AND STATE OF REPAIR, "AS IS" AND "WHERE IS", WITH ALL FAULTS. BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED BUYER OF REAL ESTATE,AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF BUYER'S CONSULTANTS IN PURCHASING THE PROPERTY. DURING THE INSPECTION PERIOD, BUYER WILL CONDUCT SUCH INDEPENDENT INSPECTIONS OF THE PROPERTY AND RELATED MATTERS AS BUYER DEEMS NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND WILL RELY UPON SAME AND NOT UPON ANY STATEMENTS OF SELLER (EXCLUDING THE MATTERS REPRESENTED BY SELLER IN SECTION 11 HEREOF OR THE DOCUMENTS MADE AVAILABLE BY SELLER PURSUANT TO SECTION 5) OR OF ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT OR ATTORNEY OF SELLER. BUYER ACKNOWLEDGES THAT ALL INFORMATION OBTAINED OR THAT WILL BE OBTAINED BY BUYER WAS OR WILL BE OBTAINED FROM A VARIETY OF SOURCES AND SELLER WILL NOT BE DEEMED TO HAVE REPRESENTED OR WARRANTED THE COMPLETENESS, TRUTH OR ACCURACY OF ANY OF THE DOCUMENTS OR OTHER SUCH Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 10 of 45 INFORMATION HERETOFORE OR HEREAFTER FURNISHED TO BUYER THAT WAS CREATED, PREPARED, COMPILED, OR AUTHORED BY ANY PERSON OR ENTITY OTHER THAN SELLER OR ANY OF ITS AGENTS OR AFFILIATES. EXCEPT AS MAY BE EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR THE DOCUMENTS MADE AVAILABLE BY SELLER PURSUANT TO SECTION 5, UPON CLOSING, BUYER WILL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND SELLER WILL SELL AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE PROPERTY, "AS IS, WHERE IS," WITH ALL FAULTS. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. BUYER, WITH BUYER'S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. BUYER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT. THE TERMS AND CONDITIONS OF THIS SECTION 11.1.4 WILL EXPRESSLY SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT, WILL NOT BE MERGED INTO THE CLOSING DOCUMENTS AND WILL BE DEEMED INCORPORATED INTO THE DEED. 12. Maintenance of Subject Property; Risk of Loss,Condemnation. 12.1 Maintenance of Subject Property. From the Effective 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 (except for losses or damage caused by Buyer)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 Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 11 of 45 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 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 BUYER TO SELLER City of Auburn—Real Estate Division The Soos Creek Botanical Garden Foundation Attn:Josh Arndt Attn: Matt Jennings 25 West Main 29308 132nd Ave SE Auburn,WA 98001 Auburn, WA 98092 253.288.4325 Phone: (253) 639-0949; (415) 370-7468 Jarndt@auburnwa.gov mj2543@gmail.com Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 12 of 45 With copies to: With copies to: City of Auburn—Legal Department Draper Law PLLC Attn: Jason Whalen Adam Draper 25 West Main St 6833 32nd Ave.NE Auburn,WA 98001 Seattle, WA 98115 253.804.5026 206.348.8240 JWhalen@auburnwa.gov adam@draperlawpllc.com Notice of change of address shall be given by written notice in the manner detailed in this Section. 15. General. 15.1 Entire Agreement. This is the entire Agreement (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 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. Until Buyer's acquisition of the Subject Property at Closing,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. Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 13 of 45 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. 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 and contingent upon the approval and ratification of the Auburn City Council,by resolution. 15.13 Approval by Seller's Board of Directors. The Parties acknowledge and agree that this Agreement is subject to and contingent upon the approval and ratification of The Soos Creek Botanical Garden Foundation's Board of Directors,by resolution. 15.14 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. Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 14 of 45 15.15 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. 15.16 Exhibits. The following exhibits are attached and incorporated into this Agreement by reference. Exhibit A—Legal Description of the Subject Property Exhibit B—Boundary Line Adjustment Depiction Exhibit C—Operating Agreement Exhibit D—Seller Disclosure—Environmental SIGNATURES ON THE FOLLOWING PAGE Purchase and Sale Agreement-COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 15 of 45 SIGNATURE PAGE BUYER SELLER City of Auburn The Soos Creek Botanical Garden Foundation ► _ - _ I.• -- 5.2.1'26 //2/2-124 Nancy :,Mayor Date: Matt Jennings V V Date: Its: aoret A e. ove• as to .jtps, .411/40 :son Whalen, Auburn City Attorney Purchase and Sale Agreement-COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 16 of 45 EXHIBIT A Legal Description of the Subject Property Parcel#0321059084 Post BLA (Revised Parcel H) LOT B, KING COUNTY BOUNDARY LINE ADJUSTMENT NO. L96L0155 RECORDED UNDER RECORDING NO.9612301254 AND AS CORRECTED PER BOUNDARY LINE ADJUSTMENT NO. L96L0155,RECORDED UNDER RECORDING NO.20020211002613 BEING A PORTION OF THE WEST HALF OF THE NORTH QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 3,TOWNSHIP 21 NORTH, RANGE 5 EAST,W.M.; EXCEPT THAT PORTION OF SAID LOT B LYING WEST OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE MOST NORTHERLY NORTHWEST CORNER OF SAID LOT B,ALSO BEING A POINT ON THE EAST RIGHT OF WAY MARGIN OF 132ND AVE SE,THENCE ALONG THE NORTH LINE OF SAID LOT B,SOUTH 88°44'20"EAST,247.50 FEET TO THE POINT OF BEGINNING; THENCE DEPARTING SAID NORTH LINE SOUTH 01°29'47"WEST,329.39 FEET TO THE SOUTH LINE OF SAID LOT B AND THE TERMINUS OF SAID DESCRIBED LINE; CONTAINING 125,771 SQUARE FEET(2.89 ACRES), MORE OR LESS. 0,LEN CI ,-�aF easyi�s b. 6'�'�,\`,� 5283 w� I °41 LMS ' ,1\\ 03/03/2026 WO, Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 17 of 45 EXHIBIT B Depiction of the Subject Property Parcel#0321059084 Post BLA (Revised Parcel H) 0 I A 0 0 W L- O S 01'29'14" W 329.43' ;-' `- 0 0 w 0 J Q In U 1n O I W w .... o <LI n Ctg0 t #' N 2 to ����© % `�, in co 0;.:,t- V33,\48:71;exIS'''t co-: "t° Q a'a 0„ ( AP'P4F e 2 CD M noi 0 O co a.z w fp S 01'29'47" W 329.39' 1 � � w _ NEW LINE i7 N O ,fl W ► ^-M • C S0 O o •� N N oLuoi- * a °° 00o dW o « 190.00' a 2 NN oCI \ N a) Z Ce� �ZvI &gip o �06 �aNc Iul o ®� o az0 I^ �m _ _ N i Ci Mb 329.35' - Y-a — — -o 0 n -ccn N 01'29'47" E 1,317.40' 0 o w- N 132ND AVE SE (3 u)l- ��J,. DEPICTION EXHIBIT •■�■• CITY OF AUBURN NEW FOUNDATION PARCELS •��-1 r -4 TPNS 032105-9084&-9086 WAstaNcToN PUBLIC WORKS DEPARTMENT A PORTION OF W}OF N}OF SW}OF NW}, S 3,T21N,R5E,W.M Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 18 of 45 EXHIBIT C Operating Agreement (Cover Page) Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 19 of 45 CITY OF AUBURN OPERATING AGREEMENT FOR SERVICES SOOS CREEK BOTANICAL GARDEN FOUNDATION THIS OPERATING AGREEMENT FOR SERVICES ("Agreement") is made and entered into on this of , 2026, by and between the CITY OF AUBURN ("City"), a municipal corporation of the State of Washington,and THE SOOS CREEK BOTANICAL GARDEN FOUNDATION, a Washington nonprofit corporation (UBI Number 602 961 230) ("Foundation"), whose mailing address is 29308 132nd Ave SE, Auburn, WA 98092. Individually, the City and the Foundation are referred to herein as a"Party,"and collectively,as the"Parties." RECITALS: 1. By Bargain and Sale Deed dated , and recorded under King County Recording No. , the City is the owner of that certain real property commonly known as Soos Creek Botanical Garden&Heritage Center,located at 29308 132°d Ave SE,Auburn,King County,Washington 98092,legally described as set forth on Exhibit A,and as depicted on Exhibit B(the"Property"). The Property consists of approximately 15.93 acres of land and contains a main house and attached aviary, an open pavilion for events, and an additional structure, the Heritage Center, and all its historical items and personal property contents,which is devoted to the history of the early settlers of the area called the Soos Creek Plateau. 2. The Property was acquired by the City with King County Conservation Futures Tax Levy ("CFT")Funds,in part,and as a result of the charitable gift and benevolence of Morris(or Maurice)W. Skagen,whose Norwegian immigrant ancestors purchased the acreage on which the Property is located, in part, between 1891 and 1905, in the early years following Auburn's incorporation. The City intends to acquire an additional 2.89 acres legally described and set forth on Exhibit E,and depicted on Exhibit F from the Foundation when CFT funds become available(the"Foundation Property"). Because of the utilization of CFT funds to acquire the Property, a relevant portion of the Property and the Foundation Property is and will be (in the case of the Foundation Property) subject to and restricted by a deed restriction covenant, effectively maintaining both properties as open space for the benefit of the public, consistent with the charitable intent of Maurice Skagen and the Foundation. 3. The Soos Creek Botanical Garden Foundation (Foundation) is a Washington nonprofit corporation,registered as a 501(c)(3)entity with EIN 27-1104322. The Foundation was initially formed in 2009 as The James Daly and Morris Skagen Garden Foundation,'for the purpose of"the preservation and enhancement of exceptional gardens for the benefit of the public," among other related purposes. 1 On June 17,2010,the Articles of Incorporation were amended to change the name of the nonprofit entity to The Soos Creek Botanical Garden Foundation. Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 20 of 45 Since that time,and prior to the City's acquisition of the Property,the Foundation,along with Mr.Daly and Mr. Skagen, has improved, maintained, and operated the Property (in addition to other adjacent property parcels, not acquired by the City) for the benefit of the public as the Soos Creek Botanical Garden&Heritage Center(hereinafter,the"Garden"). Per the Garden's website,the Garden"provides a diversity of gardens based upon international, regional, and historical gardens, while providing education and conversation of horticulture, the environment, and history". See www.sooscreekbotanicalgarden.org. 4. It was a required condition in each of the purchase and sale contracts between the City and Foundation and the City and Mr. Skagen that the Parties would enter into this Agreement in order to establish the Foundation's continuing operation and maintenance of the Garden after the City's acquisition. Neither the City,the Foundation nor Mr.Skagen would have agreed to the City's acquisition of the Property unless the Foundation continues to operate and maintain the Garden as long as it is adequately able to do so. 5. The City and the Foundation mutually desire for the Foundation to continue to maintain and operate the Property and when acquired, the Foundation Property, as the Soos Creek Botanical Garden & Heritage Center as the Foundation has done since its founding in 2009, order to preserve its natural and historical significance and to ensure the Property remains an asset in perpetuity for the benefit of the public, including the residents of the City of Auburn as well as those local and regional patrons of Soos Creek Botanical Garden&Heritage Center. 6. Until such time when the City acquires the Foundation Property, the City will require the Foundation to execute an easement for ingress, egress, parking and operations substantially in the form attached as Exhibit D. AGREEMENT: In consideration of the recitals set forth above, and the conditions and the mutual promises and covenants contained in this Agreement,the Parties agree as follows: 1. Foundation's Duties and Responsibilities The Foundation agrees to continue to operate, maintain, and improve the Property, and when acquired, the Foundation Property, as part of the Garden in order to maintain and enhance a regionally significant botanical garden and collection of native species, as well as non-native species compatible with the region,while providing education and conservation of horticulture,the environment, and history consistent with those duties and responsibilities as outlined on Exhibit C(the"Services"). 2. Additional Services The Parties may, within their respective discretion, agree to amend this Agreement if additional property is acquired or if additional services are required beyond those specified in Exhibit C. An amendment must be written and agreed to by the Parties before Foundation performs any additional Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 21 of 45 services, and it must specify the nature, scope, and payment terms, if any, for the additional services. If the period for completing additional services makes the advance signing of an amendment impractical, the Parties agree to perform only the additional services approved in writing by their authorized representative pending the signing of an Amendment as set forth in this Section. 3. Foundation's Representations,Qualifications,and Financial Strength Foundation represents and warrants that it has all the required licenses, certifications, qualifications, and operational finances necessary to perform the services in this Agreement and agrees to maintain its 501(c)(3) status during the entire term of this Agreement. Foundation represents that its signatory to this Agreement has the requisite legal authority to bind Foundation to the terms and conditions of this Agreement. 4. No Rent or Compensation to be Paid a. No Rent or Compensation to be Paid to either Party. The City obtained CFT funds to acquire the Property,in part,with the balance of the purchase price gifted to the City by Maurice Skagen. In consideration of the fact the Foundation is a 501(c)(3)charitable organization whose purpose and mission is to provide public benefit via its work at the Garden,including particularly to the residents of the City of Auburn,the City and Foundation agree that no rent will be payable by the Foundation to the City for its use of the Garden,nor shall the City pay the Foundation any monetary compensation for the Foundation's performance of this Agreement, including the performance of those Services set forth on Exhibit C, absent mutual agreement and contingent upon available funding. The Parties agree to work cooperatively in the Foundation's attempts to acquire available grant funding that would enhance the operation and offerings of the Garden to the public, including without limitation via applications to various potentially applicable Washington State and King County grant programs. b. Prevailing Wage. The Foundation will pay its non-volunteer personnel, if any, the applicable prevailing wage for all laborers and staff in the performance of the Services. The minimum prevailing wage rate paid for each year shall be the rate in effect on January 1 of each year. The Foundation shall file annually its Intent to Pay Prevailing Wages form and an Affidavit of Wages Paid form with the Department of Labor&Industries. c. Leasehold Excise Tax. If Washington State requires the City to collect a Leasehold Excise Tax (LET) because the Foundation is deemed to have a leasehold interest in all or any portion of the Property or Garden, owed by the City,then the Foundation will be responsible for the LET,at 12.84%of the value then determined for the leasehold interest. 5. Time for Performance,Term,and Termination of Agreement a. Term. The term of this Agreement commences upon the Closing of the transaction whereby the City acquires the Property (the "Effective Date"). Once commenced, the Foundation shall perform all Services set forth in Exhibit C, for an initial term of ten Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 22 of 45 (10)years("Initial Term"). This Agreement shall be automatically extended in five(5) year increments("Extension Terms")unless terminated earlier as provided herein. Any Extension Term shall be effectuated by a written notice, addendum, or amendment to this Agreement, which amendment shall include such modified or additional terms and conditions as the Parties may agree upon within their respective discretion. b. Termination. In recognition of the Parties' mutual intent that the Foundation continue operating and maintaining the Property as the Garden for as long as it is reasonably able to do so, as reflected in the above Recitals, the Parties agree that this Agreement may only be terminated for cause or necessity. Termination for Cause. Either party may terminate this Agreement for cause with written notice to the other Party. A termination is"for cause"if a party substantially fails to perform in accordance with the terms of this Agreement through no fault of the other Party, if said Party fails to correct or perform within thirty(30)days of receipt of written notice(or such other period of notice as may be specified in this Agreement),or within such longer time as the Parties agree upon in the event correction is not reasonably possible within 30 days. The notice will specify the termination reason(s) and the termination effective date,and the correction action(s)necessary to prevent termination. If the City terminates this Agreement for cause, all City payments otherwise due to Foundation, if any, will be suspended and the City will have no further obligations to Foundation. Termination for Necessity. Either Party may terminate this Agreement out of necessity upon at least ninety (90) days advance written notice to the other Party. A termination is out of "necessity" if a party can no longer reasonably perform in accordance with the terms of this Agreement through no fault of the other Party, and such failure is due to financial hardship,severe casualty loss to the Property preventing the ongoing operation of the Property as the Garden for public benefit, or a similar type(s) of problem that the terminating party has been unable to resolve despite good faith efforts including engaging in discussions with the non-terminating party. The notice shall specify the termination reason(s) and the termination effective date. If the termination is by the City,the City will compensate Foundation for those compensable services performed,if any,up to the Termination Date,if eligible for compensation. The compensation will fully satisfy the City's obligations under this Agreement and will discharge the City from any further obligations and liabilities to the Foundation (including any Foundation claims of anticipated profits or other consequential damages resulting from the termination). c. Surrender of Possession upon Termination. Upon receipt of any termination notice, the Foundation will,no later than the termination effective date,deliver possession of all structures on the Property in which the Foundation has possession, discontinue all services, and deliver to the City all vendor information and contracts,keys for all gates Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 23 of 45 and buildings/structures,reports,summaries,and such other documents,information and materials the Foundation has accumulated, prepared, or obtained in performing this Agreement(whether fully or partially completed). The Parties agree that as long as Mr. Skagen is leasing the primary residence on the Property(which lease is under a separate agreement between the City and Mr.Skagen),the Foundation will not be deemed to have possession of such residence for purposes of this Agreement,unless the Foundation has leased or subleased a portion of the primary residence for Foundation purposes — in which case such portion shall be subject to this Section 5c. d. The rights and remedies in this Section do not exclude any other legal or equitable rights or remedies available to the City. 6. Ownership and Use of Documents The City will own all documents related to the maintenance and operations of the Property including, reports, memoranda, diagrams, sketches, plans, surveys, working drawings and any other materials that the Foundation creates or prepares in performing this Agreement(the "Work Products"),provided,however,City understands and agrees that the City does not own Foundation donor information and the Foundation cannot disclose donor information. The City may use these Work Products for any lawful purpose. Foundation acknowledges that this Agreement and the Work Products are public records subject to RCW 42.56 unless exempt from public records disclosure requirements. The Foundation agrees to fully assist the City in identifying, locating, and copying any records Foundation possesses that the City determines in its sole discretion are responsive to a Public Records request. The City agrees to process Public Records requests with appropriate exemptions from disclosure requirements. 7. Records Inspection and Audit All City payments to the Foundation,if any,are subject to adjustment for any amounts found upon audit or otherwise to have been improperly invoiced. The City may inspect and audit any Foundation records and books of account pertaining to any work performed under this Agreement for up to 3 years after the City's final payment to Foundation. If any litigation, claim, dispute, or audit is initiated before this 3-year period expires,Foundation shall retain all records and books of account for any work performed under this Agreement until final resolution of any such litigation, claim,dispute,or audit. 8. Continuation of Performance If any dispute or conflict arises between the Parties while this Agreement is in effect, the Foundation agrees to cooperate and continue in good faith toward successful completion of its responsibilities under this Agreement notwithstanding such dispute or conflict. 9. Independent Contractor Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 24 of 45 The Foundation will perform the Services as an independent contractor and will not be deemed by virtue of this Agreement or the performance of it to be in a partnership,joint venture,employment, or other relationship with the City. Nothing in this Agreement creates any contract relationship between the City and the Foundation's volunteers,employees,agents,or subcontractors. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program,or otherwise assuming the duties of an employer with respect to Foundation or any employee of Foundation. 10. Administration of Agreement This Agreement will be administered by , on behalf of the Foundation, and by the City of Auburn Mayor(or designee)on behalf of the City. 11. Notices Notices or communications permitted or required under this Agreement will be written and delivered to the following addresses: Notice to the City: Notice to Foundation: Director of Parks&Recreation The Soos Creek Botanical Garden Foundation City of Auburn Attn: Matt Jennings 25 West Main St 29308 132nd Ave SE Auburn WA 98001-4998 Auburn,WA 98092 Phone:(253)931-3043 Phone:(415)370-7468 Email:parks@auburnwa.gov Add Phone:(253)639-0949 Email: MJ2543@gmail.com Add Email: info@sooscreekbotanicalgarden.org Either party may change its above address by giving written notice to the other party. Notices to non-parties will be delivered as designated by a party to this Agreement. 12. Insurance The Foundation will, at its sole expense,procure and maintain for the duration of this Agreement and for thirty (30) days thereafter insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of this Agreement by the Foundation, its agents, representatives, or employees. Foundation's maintenance of insurance as required by the Agreement will not be construed to limit the liability of the Foundation to the coverage provided by such insurance or otherwise limit the City's recourse to any remedy available at law or in equity. Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 25 of 45 The Foundation will obtain insurance of the types described below: a. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles.Coverage will be at least as broad as Insurance Services Office(ISO)form CA 00 01 (Foundation may use a substitute form providing equivalent liability coverage). b. Commercial General Liability insurance will be at least as broad as ISO occurrence form CG 00 01 and will cover liability arising from premises, operations, stop-gap independent contractors,products-completed operations,personal injury and advertising injury, and liability assumed under an insured contract. The City will be named as an additional insured under the Foundation's Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO Additional Insured endorsement CG 20 26. c. Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington. d. Tenant Discrimination Liability Insurance, applicable if the Foundation leases or subleases any portion of the Property for residential purposes(e.g. a garden caretaker). The City will be named as an additional insured under the Foundation's Tenant discrimination Liability insurance policy. For Automobile Liability and Commercial General Liability insurance,the policies are to contain or be endorsed to contain that Foundation's insurance coverage will be primary insurance with respect to the City. Any insurance, self-insurance, or self-insurance pool coverage maintained by the City will be excess of the Foundation's insurance and will not contribute to it. Insurance is to be placed with an authorized insurer in Washington State. The insurer must have a current A.M.Best rating of not less than A:VII. The Foundation will furnish the City with original certificates of insurance and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of this Agreement before commencement of the work. The City reserves the right to require that complete, certified copies of all required insurance policies and/or evidence of all subcontractors' coverage be submitted to the City at any time. The City may withhold payment,if any is due,if the Foundation does not fully comply with this request. If the Foundation maintains higher insurance limits than the minimums shown below,the City will be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Foundation, irrespective of whether such limits maintained by the Foundation are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Foundation. Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 26 of 45 The Foundation will provide the City with written notice of any policy cancellation within two business days of their receipt of such notice. Failure by the Foundation to maintain the insurance as required will constitute a material breach of this agreement, upon which the City may, after giving five(5)business days'notice to the Foundation to correct the breach,immediately terminate the agreement or,at its discretion,procure or renew such insurance and pay any and all premiums in connection therewith,with any sums so expended to be repaid to the City on demand,or at the City's sole discretion,offset against funds due the Foundation from the City,if any. 13. Insurance Minimums The Foundation shall provide: • Automobile Liability: $1,000,000 per accident for bodily injury and property damage. • Commercial General Liability(CGL):Coverage shall be no less than$2,000,000 each occurrence with$2,000,000 aggregate,and$2,000,000 products completed operations aggregate limit. • Builders Risk.May be required up to the amount of the completed value of a new building or major construction project. • Tenant Discrimination Liability: Coverage shall be no less than$2,000,000 per claim and$2,000,000 policy aggregate limit.Applicable if the Foundation leases or subleases any portion of the Property for residential purposes(e.g. a garden caretaker). 14. Indemnification/Hold Harmless Except for injuries and damages caused by the sole negligence of the City, the Foundation will defend,indemnify and hold the City and its officers,officials,employees,and volunteers harmless from any and all claims, injuries, damages, losses, or suits of every kind, including attorney fees and litigation expenses, arising out of or resulting from the acts, errors, or omissions of the Foundation,its employees,agents,representatives,or subcontractors,including employees,agents, or representatives of its subcontractors, made in the performance of the Services required by this Agreement, or arising out of worker's compensation, unemployment compensation, or unemployment disability compensation claims. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,then,in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Foundation and the City,its officers, officials,employees,and volunteers,the Foundation's liability,including the duty and cost to defend,hereunder shall be only to the extent of the Foundation's negligence. It is further specifically and expressly understood that this indemnification constitutes the Foundation's waiver of immunity under Industrial Insurance,Title 51 RCW,solely for the purposes of this indemnification.This waiver has been mutually negotiated by the parties.The provisions of this section will survive the expiration or termination of this Agreement. 15. No Acts in Contravention of Foundation Nonprofit Status. Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 27 of 45 Regardless of any provisions herein,the City understands and agrees that nothing in this Agreement (including Exhibit C) requires the Foundation to provide private inurement or impermissible private benefit, or otherwise take any action that violates or jeopardizes in any way the Foundation's 501(c)(3) charitable status or its status as a Washington nonprofit corporation governed by Chapter 24.03A RCW. 16. Assignment Neither party to this Agreement may partially or wholly assign any right or obligation in it without the other Party's prior written consent. No assignment or transfer of any interest under this Agreement will release the assignor from any liability or obligation under this Agreement or cause any such liability or obligation to be reduced to a secondary liability or obligation. 16. Nondiscrimination The Foundation may not engage in any unfair practice identified in RCW 49.60.180 and/or 42 U.S.C. §2000e-2 in the performance of any services or activities under this Agreement (either directly or through contractual,hiring,or other arrangements). 17. Amendment,Modification and Waiver No amendment, modification, or waiver of any condition, provision, or term of this Agreement will be valid or effective unless written and signed by the Party to be bound (or the Party's authorized representative), specifying the nature and extent of such amendment, modification or waiver. Any waiver,approval or acceptance,or payment by any Party will not affect or impair that Party's rights arising from any default by the other Party. 18. Parties in Interest This Agreement will bind (and its benefits and obligations will inure to) the Parties and their respective successors and assigns. This section will not permit any transfer or assignment otherwise prohibited by this Agreement.This Agreement is for the exclusive benefit of the Parties, and it does not create a contractual relationship with or exist for the benefit of any third party (including contractors,sub-contractors and sureties). 19. Force Majeure Delays in performing this Agreement will be excused to the extent caused by acts outside a Party's control, such as fires, cyber/ransomware attacks, earthquakes, floods, explosions, actions of the elements, riots, mob violence, strikes, pandemics, labor strikes or lockouts, and state or federal government emergency orders. 20. Applicable Law/Venue/Dispute Resolution This Agreement and the rights of the Parties under it will be governed by the laws,regulations,and ordinances of the City, King County, and the State of Washington. Venue for actions involving this Agreement will be in King County Superior Court. An applicable statute of limitation will Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 28 of 45 commence no later than the Foundation's substantial completion of the Services in this Agreement. Prior to commencing any legal action involving this Agreement, the Parties agree to engage in informal or formal mediation with a mediator mutually agreed to by the Parties, with the cost of the mediation shared equally. 21. Captions,Headings and Titles All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and will not act to limit the scope of their paragraph or section. Where appropriate,the singular will include the plural (and vice versa), and masculine, feminine and neuter expressions will be interchangeable. This Agreement has been drafted by mutual agreement of the Parties,and it will be interpreted and/or constructed without regard to its drafter. 22. Severable Provisions Each provision of this Agreement is intended to be severable. The illegality or invalidity of any provision in this Agreement will not affect the validity of the Agreement's remaining provisions. 23. Entire Agreement This Agreement (together with any subsequent amendments or addendums) contains the entire understanding of the Parties regarding its subject matter, and it supersedes all prior oral or written representations, agreements and understandings between the parties. No other oral or written understandings regarding this Agreement shall bind any Party. 24. Non-Availability of Funds Every City obligation under this Agreement is contingent on the availability of appropriated or allocated City funds,to the extent City funds are required-if at all-for the City to perform a given obligation. If funds required for the City's performance are not allocated and available, the City may terminate this Agreement for necessity at the end of the available funding period, subject the required Section 5 notice period. The City will not be liable if it exercises this provision and will not be obligated or liable for any future payments or damages as a result of termination under this Section. 25. Counterparts This Agreement may be executed in multiple counterparts, with each counterpart being one and the same Agreement, and the Agreement will become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party. IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the dates set forth below,with the term of the Agreement beginning on the Effective Date set forth above. Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 29 of 45 CITY OF AUBURN,a Washington THE SOOS CREEK BOTANICAL GARDEN FOUNDATION,a Washington nonprofit corporation Nancy Backus,Mayor Signature Date: Name: Title: Date: Approved as to form: Jason M.Whalen,Auburn City Attorney Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 30 of 45 EXHIBIT A(To the Operating Agreement) Legal Description of the Property (Revised Parcel B) THAT PORTION OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER TOGETHER WITH THAT PORTION OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 3,TOWNSHIP 21 NORTH,RANGE 5 EAST, W.M.,IN KING COUNTY,WASHINGTON,DESCRIBED AS FOLLOWS; COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 3,AS MONUMENTED BY CITY OF AUBURN MONUMENT 1419,AN ENCASED BRASS PLUG IN CONCRETE NEAR THE CENTER OF 132ND AVE SE; THENCE ALONG THE WEST LINE OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION,NORTH 01°29'47"EAST,988.05 FEET; THENCE DEPARTING SAID WEST LINE,SOUTH 88°43'54"EAST,30.00 FEET TO THE EAST RIGHT OF WAY MARGIN OF 132ND AVE SE,ALSO BEING THE SOUTHWEST CORNER OF LOT A,KING COUNTY BOUNDARY LINE ADJUSTMENT NO.L96L0155 RECORDED UNDER RECORDING NO.9612301254 AND AS CORRECTED PER BOUNDARY LINE ADJUSTMENT NO. L96L0155,RECORDED UNDER RECORDING NO.20020211002613 AND THE POINT OF BEGINIING; THENCE CONTINUING ALONG THE SOUTH LINE OF SAID KING COUNTY BOUNDARY LINE ADJUSTMENT NO.L96L0155,SOUTH 88°43'54"EAST,779.34 FEET TO THE SOUTHWEST CORNER OF LOT 2,KING COUNTY SHORT PLAT NO.477101,RECORDED UNDER RECORDING NO. 7711221019; THENCE ALONG THE WEST LINE OF SAID LOT 2 OF SAID SHORT PLAT,NORTH 01°29'47"EAST, 299.45 FEET TO THE NORTH LINE OF SAID LOT 2; THENCE ALONG SAID NORTH LINE SOUTH 88°44'20"EAST,509.29 FEET TO THE SOUTHEAST CORNER OF TRACT"X"OF SAID SHORT PLAT; THENCE ALONG THE EAST LINE OF SAID TRACT"X"NORTH 01°28'40"EAST,30.00 FEET TO THE NORTHWEST CORNER OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 3; THENCE ALONG THE NORTH LINE OF SAID SUBDIVISION SOUTH 88°44'20"EAST,262.85 FEET; THENCE DEPARTING SAID NORTH LINE SOUTH 01°28'40"WEST,329.55 FEET TO THE SOUTH LINE OF THE NORTH HALF OF SAID SUBDIVISION; THENCE ALONG SAID SOUTH LINE SOUTH 88°43'54"EAST,369.50 FEET TO THE SOUTHEAST CORNER OF SAID NORTH HALF; Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 31 of 45 THENCE ALONG THE EAST LINE OF THE SOUTH HALF OF SAID SUBU DIVISION SOUTH 01°28'07" WEST,164.80 FEET; THENCE NORTH 88°43'30"WEST,659.37 FEET TO THE EAST LINE OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 3; THENCE ALONG SAID EAST LINE SOUTH 01°28'40'WEST,164.79 FEET TO THE SOUTHEAST CORNER OF SAID NORTH HALF; THENCE ALONG THE SOUTH LINE OF SAID NORTH HALF NORTH 88°43'27"WEST,812.79 FEET; THENCE DEPARTING SAID SOUTH LINE NORTH 01°29'51"EAST,165.00 FEET; THENCE NORTH 88°43'27"WEST,476.00 FEET TO SAID EAST RIGHT OF WAY MARGIN; THENCE ALONG SAID EAST MARGIN NORTH 01°29'47'EAST,164.35 FEET TO THE POINT OF BEGINNING. CONTAINING 693,798 SQUARE FEET(15.93 ACRES),MORE OR LESS. TOGETHER WITH AN UNDIVIDED INTEREST IN TRACT"X"AS DELINEATED ON SAID KING COUNTY SHORT PLAT NO.477101; TOGETHER WITH A NON-EXCLUSIVE EASEMENT FOR INGRESS,EGRESS AND UTILITIES OVER THE NORTH 30 FEET OF THE WEST HALF OF THE NORTH HALF OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 3,TOWNSHIP 21 NORTH, RANGE 5 EAST,W.M.,IN KING COUNTY,WASHINGTON; EXCEPT THE WEST 30 FEET THEREOF LYING WITHIN 132ND AVENUE SOUTHEAST. TOGETHER WITH A NON-EXCLUSIVE EASEMENT FOR INGRESS,EGRESS AND UTILITIES OVER, ACROSS AND UNDER THE EAST 30 FEET,AND THE SOUTH 30 FEET OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER,THE WEST 15 FEET OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION. „�.C'f i % E- — Aq t `s g 52833 . t��'At, LAlz4 5 03/04/2026 Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 32 of 45 EXHIBIT B(To the Operating Agreement) Depiction of the Property (Revised Parcel B) 0 LLJ o LB1 44t'' Pr) 1430 g�• - w Cr, li OX W 0 Ai IL t• 41:S4)kt ''' a au_i Z % 8 LB -' Na a+0 O)C?ilf 0 p O h m C#p 0 in M4N 4ao41 ua 00 iN•N. Cs.1 Q O+4N tri 40 14 RN.n NMM* � L1O al �jI wwlJiL LL13;w� w3 W '" p 1 M a t s t ■ ; a a t p R A b-not' aO.rnC�dNlnNt { Irl tN N:h1,1tinmMen Oi Mth�-ea t co MtOM F4*N N ao 2 g vNV N N 7N`# by aq 0 J ^go 030030 000 a)OaO Z w Sn2222 iG• �� �Z��N���� II II II II II .►- �I _ II 1 II II II II II II II N J J J J n n J J J J J J J L2 oil z— J w OE ;1U In •j a1 ( UwUDp- {II = �� J 112r 2z c� WE-o : G. Qo Wa6 w� • �o CD M_ J4 ° 3� r — , •� Z�® 0 I ~"8a teZ rn� w a I )i d L4 , 6'6 '' ,_iy 132ND AVE SE N O, 2s'47 988.05' _ DEPICTION EXHIBIT ';�':, . ' CITY OF AUBURN TPN03 4® . PUBLIC WORKS DEPARTMENT x PORTIONS OF SW}OF NW i AND OF SE 4 OF NW a,S 3."MIN,R5E,W.M Purchase and Sale Agreement-COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 33 of 45 EXHIBIT C(To the Operating Agreement) The Services Foundation Maintenance Responsibilities. The Foundation shall maintain all of the following at its sole cost and expense: Garden: The Foundation shall operate, maintain,and improve the Garden, including its plant collections, as it currently exists on and within the Property. The Foundation may modify existing garden areas or establish new areas within the Property, provided such work remains consistent with the mission and purpose of a public botanical garden. Irrigation: If irrigation systems are to be installed in the future,the Foundation shall be responsible for their installation,operation, maintenance, repair, and replacement as necessary. Equipment: The Foundation shall be responsible for and perform all maintenance and repair of onsite equipment owned by the Foundation or the City, if any, that is used by the Foundation for Garden Maintenance. If equipment needs replacement, the Foundation shall replace said equipment in a timely manner,to not disrupt Garden operations. Buildings: The Foundation shall be responsible for all maintenance of all buildings on the Garden and within the Property,provided,however,that the Foundation shall be responsible for the "Main House" or a portion thereof only if and when the primary purpose of the Main House or a portion thereof (e.g. a Garden caretaker apartment) is to support the Garden operations. Thus, as of the Effective Date of the Services Agreement, the Foundation shall be responsible for the "Soos Creek Heritage Center", the "Pavilion by the Pond", the aviary (attached to the Main House), and all Garden-related outbuildings, including but not limited to the"Hoop Nursery", greenhouses, sheds, and other structures, whether currently located on the Garden or installed in the future for Garden-related purposes.Maintenance shall include,but not be limited to,normal and routine maintenance(e.g.painting,minor repairs,replacing light bulbs, pest control,etc.),as well as Capital Improvements(e.g.roof replacement,siding repairs,system replacements, etc.). In the event of significant Capital Improvements or other significant alterations or improvements desired by the Foundation — with "significant" defined as improvements or alterations exceeding ten thousand dollars ($10,000) in total cost — the Foundation shall obtain the City's written consent prior to engaging in such work, with such consent not unreasonably withheld.The Foundation may,but is not required to,consult with the City for minor repairs, replacements, or routine maintenance. The Foundation shall be responsible for the investigation and acquisition of any permits needed, with City as owner cooperating as needed for such permits. Historic/Cultural Effects:The Foundation shall be responsible for maintaining artwork, furniture, photos, historic tools and equipment, newspaper articles, etc. (collectively, the Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 34 of 45 "Historic/Cultural Effects") as part of its maintenance of the Soos Creek Heritage Center. Additionally, after Maurice Skagen no longer resides in the Main House, the Foundation shall also be responsible for maintaining such Historic/Cultural Effects that Mr. Skagen determines within his discretion to leave in the Main House. All Other Site Appurtenances: The Foundation shall be responsible for all maintenance, repair, and replacement of all site appurtenances, including but not limited to,the entrance gate,parking areas, water/sewage/electrical systems, kiosks, memorials, benches, and fencing. City and Foundation mutually understand and agree that existing and future memorials placed on the Property by the Foundation are intended to be permanent,e.g.the granite memorial bench near the vegetable garden, and shall be replaced if damaged. Vehicle and Pedestrian Areas:The Foundation shall be responsible for maintaining the grounds of the Garden in a safe and well-maintained condition, including, without limitation, parking areas, roads, driveways, walkways, pathways, patios, and other vehicle and pedestrian areas located within the Property. Soosette Creek: The Foundation shall conduct its activities within the Property in a manner that complies with all applicable State and City regulations governing Soosette Creek and its associated critical areas and buffers. Nothing in this Agreement shall prohibit the Foundation from coordinating educational or habitat-related activities associated with the creek (e.g. children releasing salmon frye) and in coordination with applicable organizations (e.g. Muckleshoot Indian Tribe, State of Washington, etc.). Foundation Operational Responsibilities. Hours of the Garden and Soos Creek Heritage Center: The City and Foundation acknowledge that the Garden is an asset meant to be enjoyed by and open to the public. The Foundation shall consult with the City but ultimately shall have the final authority to determine the days, times, or seasons when the Garden is open to the public or for private events. The Foundation shall keep the City apprised of such open hours, special events, etc. so that the City may assist in public outreach. Educational Uses and Fundraising: The Foundation, at its sole discretion, may continue to offer the Garden and its amenities for educational purposes,including but not limited to, public education (e.g. schools), private education (e.g. garden workshops), and for fundraising events, compliant with its tax-exempt status. City Rights and Responsibilities. Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 35 of 45 City use of the Property and Buildings: The City may request use of portions of the Property or Garden facilities for City-related events or gatherings. Any such use shall be coordinated with the Foundation and shall be subject to availability and the Foundation's scheduling of Garden operations, programs, and private rentals. The Foundation may, at its discretion, permit such use and may charge the City the same or a discounted rate consistent with the Foundation's facility rental policies. Nothing in this Agreement obligates the Foundation to provide facilities for City use without charge. Use of any facilities subject to a residential occupancy, including without limitation Maurice Skagen's lease of the main house on his former property,shall only occur if such use is permitted under the terms of that occupancy. City events approved under this section shall be scheduled in coordination with the Foundation, and the City shall be responsible for reasonable cleanup and restoration of the facilities following such use. Public Outreach: The City may include Foundation and Garden events and other information in City-sponsored public outreach (e.g. e-blasts, social media posts, etc.),though it is not required to do so. The Foundation should keep in contact with City Staff to assist in said efforts for public outreach. If the Foundation provides its own public outreach, the Foundation shall not indicate that the City is a sponsor of said events or information provided. Periodic Meetings & Reports: The Foundation and City shall coordinate quarterly meetings, at a time and location as is convenient for each party. Reports,as may be listed in the Foundation Services Agreement, shall be provided in a timely manner to the City. Financial Responsibilities of Foundation. The City and Foundation acknowledge that the purpose of the City's acquisition of the Property and Garden was to ensure in perpetuity the opportunity to continue the historic use of the Property as public gardens, open space and cultural/historic education for the benefit of the Auburn community. The Foundation shall be financially responsible for its Maintenance Responsibilities and Operational Responsibilities,as outlined above. The Foundation intends to rely in part for its financial stability on a donor- advised endowment intended to be created by the investment and benevolence of Garden and Foundation co-founder Maurice Skagen. To the extent allowed by the entity managing such endowment (e.g. the Seattle Foundation or a similar philanthropic management organization), the City will be listed as contingent beneficiary of any such endowment created, provided that all income and principal of the endowment is used solely to maintain and improve the Property and Garden for public benefit as contemplated herein and in accordance with the governing instruments for any such endowment. The Foundation and City acknowledge that in the event the Foundation becomes insolvent or is otherwise unable to maintain the Garden, Property, and Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 36 of 45 other associated buildings, as described in this Agreement, the City shall receive the full financial benefit, as designated contingent beneficiary of any endowment established for the ongoing maintenance and operation of the Property and Garden,subject to any dissolution/wind- down requirements the Foundation must meet in accordance with its 501(c)(3) status and as a Washington nonprofit corporation governed by Chapter 24.03A RCW. Notwithstanding the City's receipt of available income from the endowment, if financial resources are insufficient to maintain the Garden,then, in the City's sole determination,the Garden and Property may revert to natural open space, for the benefit of the public. If the Foundation is unable to maintain the buildings and other built structures on the Property, the City retains the rights to use the endowment funds,to maintain any such buildings or structures,in such conditions as determined by the City, in the City's sole discretion but subject to the requirement that any donated funds must be used for the charitable purpose(s) for which they were donated. The City understands and agrees that nothing in the Services Agreement or this Exhibit C shall require the Foundation to provide private inurement or impermissible private benefit, or otherwise take any action that violates or jeopardizes in any way its 501(c)(3) charitable status or its status as a Washington nonprofit corporation governed by Chapter 24.03A RCW. Subject to the terms and conditions of the Agreement, the Foundation may enter into an agreement with another nonprofit organization to take over the Foundation responsibilities as described herein, subject to the City's written approval and consent, which shall not be unreasonably withheld. Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 37 of 45 EXHIBIT D(To the Operating Agreement) Easement for Ingress,Egress,Parking& Operations (Cover Page) Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 38 of 45 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Auburn 25 W Main Auburn,WA 98001 ATTN:Josh Arndt The information contained in this boxed section is for recording purposes only pursuant to RCW 36.18 and RCW 65.04,and is not to be relied upon for any other purpose,and shall not affect the intent of or any warranty contained in the document itself. Reference#(if applicable): Grantor:The Soos Creek Botanical Garden Foundation,a Washington nonprofit corporation Grantee:City of Auburn,a Washington municipal corporation Tax Parcel ID Numbers: Q-S-T-R of burdened property: Full Legal Descriptions Located:Exhibits A&B EASEMENT FOR INGRESS,EGRESS,PARKING& OPERATIONS THIS EASEMENT FOR INGRESS, EGRESS, PARKING & OPERATIONS ("Easement") by and between The Soos Creek Botanical Garden Foundation, a Washington nonprofit corporation ("Grantor"), and City of Auburn, a Washington municipal corporation ("Grantee") is effective as of (the"Effective Date"). I. RECITALS A. Grantor is the owner of real property described and depicted in Exhibit A, attached hereto and incorporated herein by reference ("Grantor Property"). B. Grantee is the owner of real property described and depicted in Exhibit B, attached hereto and incorporated herein by reference("Grantee Property"). C. The Grantor and Grantee intend for the Grantee to purchase Grantor's Property upon availability of King County Conservation Futures Tax Levy grant funding. D. Until such time, Grantee requests that Grantor enter into this Easement Agreement for the Grantor to operate the Botanical Garden(defined below)located on Grantee's Property. Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 39 of 45 E. Grantor's Property provides supportive services such as storage and parking for the Botanical Garden, therefore the parties wish to memorialize the synergies of the two properties until such time as the funds are available for Grantee to purchase Grantor's Property. II. EASEMENT 1. Grant of Easement. Grantor hereby grants and conveys to Grantee a perpetual non- exclusive blanket easement upon, over,across, and through Grantor's Property(the"Easement Area")for the purposes of ingress, egress,parking, and general support of Grantee's Property in the operations of Soos Creek Botanical Garden (the"Botanical Garden"). 1.1 Grantor reserves the right to control, amend, alter, direct, or redirect the flow and direction of traffic on Grantor's Property, and to restrict Grantee's use of the Easement to daytime hours and at other times when Grantee's use of the Easement may interfere with Grantor's reasonable use of the Easement Area for Botanical Garden purposes. 1.2 Grantor is responsible (at its sole cost and discretion) to maintain, repair, replace, and/or reconfigure (together"Work")the surface and subsurface of the Easement Area so long as the Work does not impede or diminish the supportive and operational services Grantor's Property provides to the Botanical Garden, provided, however, that Grantee is responsible for repairing any damage (beyond ordinary wear and tear) resulting from Grantee's employees, agents, guests, licensees, lessees and officials' use of the Easement Area. 2. Conditions of Easement. The Easement is granted subject to and conditioned upon the following terms, conditions, and covenants which the parties, their agents, tenants, successors and assigns, agree to fully observe and perform: 2.1 Rights of Easement. Grantee's right to use the Easement Area shall extend equally to Grantee's employees, agents, guests, licensees, lessees and officials. For the purposes of this Easement, all shall be collectively considered the"Grantee." 3. General Provisions. The following general provisions shall also apply to this Easement: 3.1 Running Covenants. The terms, conditions,rights and obligations contained in this Easement shall be covenants running with the land and shall inure to and bind the successors, assigns, heirs, and personal representatives of the parties. 3.2 Applicable Law. This Easement shall be governed by and construed in accordance with the laws of the State of Washington. 3.3 Recording.Grantee shall record this Easement with the King County Recorder at its expense. Grantee shall provide Grantor with a copy of the recorded Easement. Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 40 of 45 3.4 Attorneys' Fees. If either party brings suit to enforce or interpret this Easement, a court judgment to the substantially prevailing party shall include that parry's attorneys' fees and legal costs and expenses of the suit. Awarded attorneys' fees and expenses shall include those incurred before, during and after trial, including those related to any appeal. 3.5 Authority.Each of the individuals whose signature appears below represents and warrants that he or she has full authority to execute this Easement on behalf of the party on whose behalf he or she has affixed his or her signature to this Easement. GRANTOR: GRANTEE: The Soos Creek Botanical Garden Foundation, a CITY OF AUBURN, a Washington municipal Washington nonprofit corporation corporation Signature: Signature: Date: Date: Name(printed): Name (printed): Nancy Backus Title: Title: Mayor Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 41 of 45 [GRANTOR'S NOTARY BOX] STATE OF WASHINGTON ) )ss. COUNTY OF KING ) On this day of , 20 I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that (s)he signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the (Title) of THE SOOS CREEK BOTANICAL GARDEN FOUNDATION, a Washington nonprofit corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF,I have hereunto set my hand and affixed my official seal the day and year first above written. Printed Name: Notary Public in and for the State of Washington residing at My commission expires: [GRANTEE'S NOTARY BOX] STATE OF WASHINGTON ) )ss. COUNTY OF KING ) On this day of , 20 I certify that I know or have satisfactory evidence that NANCY BACKUS is the person who appeared before me,and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the MAYOR of the CITY OF AUBURN, a Washington municipal corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF,I have hereunto set my hand and affixed my official seal the day and year first above written. Printed Name: Notary Public in and for the State of Washington residing at My commission expires: Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 42 of 45 EXHIBIT A(to the easement) GRANTOR PROPERTY THE WEST HALF OF THE NORTH QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION3,TOWNSHIP 21 NORTH, RANGE 5 EAST,W.M.; EXCEPT THE WEST 277.50 FEET THEREOF; CONTAINING 125,771 SQUARE FEET(2.89 ACRES), MORE OR LESS. TOGETHER WITH AND SUBJECT TO AN EASEMENT FOR INGRESS, EGRESS AND UTILITIES OVER THE NORTH 30 FEET OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 3. Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 43 of 45 EXHIBIT B (To the easement) GRANTEE PROPERTY THE SOUTH HALF OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 3,TOWNSHIP 21 NORTH,RANGE 5 EAST,W.M., IN KING COUNTY,WASHINGTON; EXCEPT THE WEST 506.00 FEET OF THE SOUTH 165.00 FEET THEREOF; EXCEPT THE WEST 30 FEET THEREOF CONVEYED TO KING COUNTY FOR ROAD PURPOSES BY DEED RECORDED UNDER RECORDING NO.2680897. TOGETHER WITH; LOT 2, KING COUNTY SHORT PLAT NO.477101,RECORDED UNDER RECORDING NO.7711221019, RECORDS OF KING COUNTY,WASHINGTON; TOGETHER WITH AN UNDIVIDED INTEREST IN TRACT X AS DELINEATED ON SAID SHORT PLAT; TOGETHER WITH A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND UTILITIES OVER THE NORTH 30 FEET OF THE WEST HALF OF THE NORTH HALF OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 3,TOWNSHIP 21 NORTH,RANGE 5 EAST,W.M., IN KING COUNTY,WASHINGTON; EXCEPT THE WEST 30 FEET THEREOF LYING WITHIN 132ND AVENUE SOUTHEAST. TOGETHER WITH; THE WEST 262.85 FEET OF THE NORTH HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 3,TOWNSHIP 21 NORTH,RANGE 5 EAST,W.M., IN KING COUNTY,WASHINGTON; TOGETHER WITH; THE NORTH HALF OF THE SOUTH HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 3,TOWNSHIP 21 NORTH,RANGE 5 EAST,W.M., IN KING COUNTY,WASHINGTON; TOGETHER WITH A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND UTILITIES OVER,ACROSS AND UNDER THE EAST 30 FEET,AND THE SOUTH 30 FEET OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER,THE WEST 15 FEET OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION. CONTAINING 693,798 SQUARE FEET(15.93 ACRES),MORE OR LESS. Purchase and Sale Agreement—COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 44 of 45 EXHIBIT D Seller Disclosure—Environmental ENVIRONMENTAL DISCLOSURE Yes No Don't N/A Know A Have there been any flooding, standing water, or drainage 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 fill materials? C Is there any material damage to the property from fire,wind, floods, beach movements, earthquake, expansive soils, or landslides? D Are there any shorelines, wetlands, floodplains, or critical areas on the property? E Are there any substances, materials,or products in or on the 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 purposes? G Is there any soil or groundwater contamination? H Are there transmission poles or other electrical utility 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? J Has the property been used as an illegal drug manufacturing site? K Are there any radio towers in the area that cause interference with cellular telephone reception? If you answered yes to any of the following,please give further details here. Purchase and Sale Agreement-COA/The Soos Creek Botanical Garden Foundation King County Parcel#032105-9084 post BLA26-0004 Page 45 of 45