HomeMy WebLinkAbout03-20-2006 ITEM VIII-B-3CITY OF
WASHINGTON
AGENDA BILL APPROVAL FORM
Agenda Subject: Resolution No. 4000 for City Parking Lot for Auburn
Date: 03-20-06
on First LLC
Department: Planning, Building
Attachments: Resolution 4000,
I
Budget Impact:
and Development
Purchase and Sale Agreement
Administrative Recommendation:
City Council adopt Resolution No. 4000.
Background Summary: In 2004/2005 The City issued a request for proposals for the
development of public parking lots in our Downtown. The offer was based upon the premise that the
"public interest" was in the parking and not the land. It was thought that it would be possible for a
developer to relocate the parking on site and still accommodate a viable building that would benefit the
downtown. The RFP made it clear that purchase price alone would not be used to evaluate the offer.
Instead the ultimate value of the project towards promoting downtown revitalization efforts, would also
play a significant role. Factor such as generation of new employment, creation of new housing and/or
future tax generation, would also be considered.
The effort resulted in two proposals, one for the lot on Main at B Street, the other for the 11,247 sq ft lot
located north of the former Mel's Lumber building. The proposals were evaluated by an ad hoc group
appointed by the Mayor including members of the City Council, ADA and others. The Main Street
proposal called for the construction of approximately 40 new, affordable housing units by the developer of
the former JC Penney building. This was rejected due to perceived lack of quality and value towards
downtown revitalization.
The second proposal, from Auburn on First LLC, Jeff Oliphant, President, to develop approximately
30,000 sq ft of medical office (25,000 sq ft on the former Mel's site and an additional 5,000 medical office
on the City parking lot at the corner of 1stSt. NE and A, was accepted. An illustration of the concept plan
is attached. At that time potential tenants included a mental health clinic in a new Mutli-story building, the
Evergreen City ballet in the old hardware store and a spec doctors office. Mr. Oliphant offered two
alternatives. The first would preserve access to the City parking spaces which would be relocated on the
site, with a purchase price of $50,000. The second, for a higher price of $125,000, calls for outright
purchase without the public parking obligation. At the present time this parking lot is used exclusively for
permitted City vehicles and employee parking.
A3.13.4
Reviewed by Council & Committees:
Reviewed by Departments & Divisions:
❑ Arts Commission COUNCIL COMMITTEES:
❑ Building ❑ M&O
❑ Airport ❑ Finance
❑ Cemetery ❑ Mayor
❑ Hearing Examiner ® Municipal Serv.
❑ Finance ❑ Parks
❑ Human Services ❑ Planning & CD
❑ Fire ❑ Planning
❑ Park Board ❑Public Works
❑ Legal ❑ Police
❑ Planning Comm. ❑ Other
❑ Public Works ❑ Human Resources
❑ Information Services
Action:
Committee Approval: ❑Yes ❑No
Council Approval: ❑Yes []No Call for Public Hearing
Referred to Until _I_I—
Tabled Until _!_/_
Councilmember: Cerino I Staff: Krauss
Meeting Date: March 20, 2006 Item Number: VIII. B.3
AjJBURN *MORE THAN YOU IMAGINED
Agenda Subject: Date:
Auburn on First LLC Resolution No. 4000 3-20-06
The second option gives the developer more flexibility to develop the site. Since the RFP was
issued, the City entered into a contract with Auburn Regional Hospital to relocate City Hall
associated public parking into a new garage located on the north side of I" St. Thus the
committee and staff were able to conclude it was now possible to sell the parking lot outright
without impacting City Hall operations. The committee favored moving ahead with the second
option and the developer has indicated that this is also his preference. However, to remain
consistent with the directives of the RFP, the proposed Contract continues to contain both
options and gives the developer the ability to choose either one.
It should be noted that the contract provides a remedy for the City to reacquire the (parking lot)
property should the developer fail to complete the proposed 5,000 sq ft medical office building
within 24 months.
Over the past few months, Auburn on First LLC has been in negations with the Hospital for an
expanded medical -oriented development on this site. Should these negotiations come to fruition,
the amount of development on the property could substantially exceed what is covered by the
contract. It should also be noted that Auburn First has since closed on the form Mel's Lumber
property which is evidence of good faith progress towards bringing the project to fruition.
Page
RESOLUTION NO. 4 0 0 0
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AUBURN, WASHINGTON, AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE A
PURCHASE AND SALE AGREEMENT BETWEEN
THE CITY OF AUBURN AND AUBURN ON FIRST,
LLC
WHEREAS, the City of Auburn is the owner of certain real property
located in the City of Auburn commonly known as 115 A Street NW, Auburn,
Washington, which has been used by the City for city employee parking; and
WHEREAS, Auburn on First, LLC, is the owner of certain real property
located in the City of Auburn commonly known as 120 First Street NW, Auburn,
Washington, which is adjacent to the above-described property owned by the
City of Auburn; and
WHEREAS, Auburn on First, LLC, desires to purchase the City of
Auburn's property and the City of Auburn desires to sell the property to Auburn
on First, LLC; and
WHEREAS, the City of Auburn and Auburn on First, LLC, have
negotiated an agreement which would be beneficial to both parties at a cost that
is acceptable to the City.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows:
Resolution No. 4000
March 7, 2006
Page 1
Section 1. The Mayor of the City of Auburn and the Auburn City Clerk
are hereby authorized to execute a Purchase and Sale Agreement between the
City of Auburn and Auburn on First, LLC, which agreement shall be in
substantial conformity with the Agreement a copy of which is attached hereto,
marked as Exhibit "A" and incorporated herein by this reference.
Section 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of
this legislation.
Section 3. This resolution shall be in full force and affect upon
passage and signatures hereon.
DATED and SIGNED this day of 2006.
CITY OF AUBURN
PETER B. LEWIS
Mayor
Attest:
Danielle E. Daskam, City Clerk
MII -'720
B. He—id, City
Resolution No. 4000
March 7, 2006
Page 2
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into
as of the day of March, 2006, by and between the CITY OF AUBURN, a
Washington municipal corporation ("City"), and AUBURN ON 1st, LLC, a Washington
limited liability company ("AOF").
RECITALS
A. The City is the owner of certain real property and all improvements thereon
located in the City of Auburn, County of King, Washington, legally described as: Block
7 in L.W. Ballard's Park Addition to Slaughter 9Aubum), King County W.T., as per plat
recorded in Volume 3 of Plats, Page 91, records of King County, EXCEPT the South 100
feet, and EXCEPT the West 118 feet; TOGETHER WITH the West 10 feet of vacated
Silver Street adjoining the north 96 feet of said Block 7, which attached thereto by
operation of law upon vacation (the "City Parcel"). The City Parcel is more commonly
known as 115 A Street NW, Auburn, Washington 98002 and more particularly known by
the King County, Washington Tax Assessor as Assessor's Parcel No. 049200 0461. The
City Parcel contains approximately 11,247 square foot of land area and is currently being
used by the City for City employee parking (the "Employee Parking Lot").
B. AOF is the owner of certain real property located at the corner of 1st Street
NW and A Street NW, in the City of Auburn, King County, Washington, legally
described as: (A) the west 188 feet of Block 7, Map of L. W. Ballard's Park Addition to
the town of Slaughter ("Auburn"), according to the plat thereof recorded in Volume 3 of
Plats, page 91, in the official records of King County, Washington; and (B) the south 100
feet of Block 7, Map of L. W. Ballard's Park Addition to the town of Slaughter
("Auburn"), according to the plat thereof recorded in Volume 3 of Plats, page 91, in the
official records of King County, Washington, except the west 118 feet thereof
(collectively, the "AOF Property"). The AOF Property is more commonly known as 120
First Street NW, Auburn, Washington 98002 and more particularly known by the King
County, Washington Tax Assessor as Assessor's Parcel Nos. 049200 0463 and 049200
0460. The AOF Property currently contains buildings which have been used as a part of
a retail lumber and hardware business. The AOF Property and the City Parcel are
adjacent.
C. AOF desires to purchase the City Parcel from the City and develop certain
improvements on the City Parcel and the AOF Property (the "Combined Parcels"),
including a new joint public/private parking lot containing approximately seventy (70) or
more vehicular parking spaces (the "Parking Lot") and a new office building for medical -
dental or comparable professional offices containing approximately five thousand (5,000)
square feet or more of space (the "Office Building"), together with associated surface
parking and landscaping improvements (collectively, the "Project").
D. The City desires to sell the City Parcel to AOF, on the terms and conditions
set forth herein, as more fully described in Section 15 below.
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E. In addition to setting forth the terms of the purchase and sale of the City
Parcel and the possible conveyance of the Parking Lot Lease, the parties desire to set
forth their respective duties and obligations with respect to, and the process for
development and construction of, the Project.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, the City and AOF hereby agree
as follows:
1. Certain Defined Terms. For purposes of this Agreement, the terms set forth
below shall have the meaning assigned to them:
1.1 "Closing" or "Close of Escrow" means the recordation of the Deed in the
Official Records and the City's receipt of the Purchase Price.
1.2 "Closing Date" means any business day selected by AOF that is no earlier
than three (3) business days following the end of the Due Diligence Period and no later
than ninety (90) days following the end of the Due Diligence Period.
1.3 "Deed" means a statutory warranty deed
1.4 "Escrow" means the escrow opened with Escrow Agent for the
consummation of the transaction described in this Agreement.
1.5 "Escrow Agent" means Pacific Northwest Title Company of Washington,
Inc., 215 Columbia Street, Seattle, Washington 98104 Attn: Jane Jeppe, Senior Escrow
Officer (Telephone: 206-622-1040 and 206-343-1336).
1.6 "Official Records" means the official real property records of King
County, Washington.
1.7 "Opening of Escrow" means the date a fully executed copy of this
Agreement is deposited with Escrow Agent.
1.8 "Parking Lot" has the meaning as set forth in Section 15 below.
1.9 "Parking Lot Lease" has the meaning as set forth in Section 15 below.
1.10 "Permits" has the meaning as set forth in Section 9.1 below.
1.11 "Purchase Price" has the meaning as set forth in Section 3.
1.12 "Title Company" means Pacific Northwest Title Company of Washington,
Inc., 215 Columbia Street, Seattle, Washington 98104 Attn: Marilyn Sanden, Chief Title
Officer.
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1.13 "Title Policy" means an ALTA (1970 Form B) extended coverage owner's
policy of title insurance issued by the Title Company to AOF with coverage in the
amount of One Hundred Twenty Five Thousand and xx/100 Dollars ($125,000.00),
showing title to the City Parcel vested in AOF subject only to the Permitted Exceptions.
2. Purchase and Sale. The City agrees to sell to AOF, and AOF agrees to purchase
from the City, the City Parcel upon the terms and conditions set forth in this Agreement.
3. Purchase Price; Cash Payment. The total cash purchase price for the City
Parcel (the "Purchase Price") shall be One Hundred Twenty Five Thousand and xx/100
Dollars ($125,000.00), provided, however, if AOF offers (which AOF may choose to do
or not do in its discretion) and the City accepts (which the City may choose to do or not
do in its discretion) the Parking Lot Lease, the Purchase Price shall instead be Fifty
Thousand and xx/100 Dollars ($50,000.00). The Purchase Price, including the Deposit,
shall be paid to the City in cash at Closing.
4. Earnest Money Deposit. On execution of this Agreement, AOF shall deposit
with Escrow Agent the sum of Ten Thousand and xx/100 Dollars ($10,000.00) in cash
(the "Deposit"), which shall be held by Escrow Agent as an earnest money deposit
hereunder. The Deposit shall be held in Escrow and applied or disposed of by Escrow
Agent as provided herein. Escrow Agent shall place the Deposit in an interest-bearing
account approved by AOF and the City and all interest earned thereon shall be added to
and become a part of the Deposit.
5. Due Diligence; Due Diligence Period. AOF shall have the right for a period of
one hundred fifty (150) days from the date of this Agreement (the "Due Diligence
Period") to conduct AOF's due diligence review, examination and inspection of all
matters pertaining to its acquisition of the City Parcel, including such inspections, tests,
and surveys as AOF deems appropriate to determine the suitability of the City Parcel for
AOF's intended use. The City shall provide AOF and AOF's agents and consultants with
reasonable access to the City Parcel and, to the extent such information is in the
possession or control of the City, shall provide reasonable access to appropriate
information respecting the City Parcel, subject to the terms and conditions of this
Agreement. AOF's obligation to purchase the City Parcel shall be contingent upon its
approval of the City Parcel after conducting its due diligence review. If, based upon
AOF's review, examination and inspection, AOF shall determine in its sole discretion
that it intends to acquire the City Parcel, then AOF shall promptly notify the City of such
determination in writing prior to the expiration of the Due Diligence Period, whereupon
AOF's due diligence contingency shall be deemed satisfied and waived, the Deposit shall
become nonrefundable (except as otherwise provided herein), and AOF shall proceed to
Closing. In the event that AOF shall fail to have delivered such notice to the City on or
before the expiration of the Due Diligence Period, then this Agreement shall
automatically terminate, the Deposit shall be returned to AOF, and AOF's rights under
this Agreement shall be of no further force or effect.
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5.1 Delivery of Due Diligence Items. Within three (3) business days after the
date of this Agreement, the City shall make available to AOF for its review, the
following items:
5.11 Tax Statements. Copies of the real estate tax statements for the
City Parcel for the past two (2) years, if any;
5.12 Other Documents. All other documents in the City's possession
or control relating to the City's ownership of the City Parcel and any
improvements thereon, including surveys, planning and zoning documents
and approvals, environmental and water and soils reports and tests and
evidence confirming the location and capacity of all utilities and utility
easements.
5.2 Title Commitment. Promptly after mutual execution of this Agreement,
AOF shall obtain an extended preliminary title insurance commitment covering
the City Parcel from the Title Company (the "Commitment"), together with
copies of all recorded documents listed as special exceptions therein. Approval
by AOF of the exceptions to title set forth in the Commitment (other than as
hereinafter set forth) shall be a condition precedent to AOF's obligation to
purchase the City Parcel. Unless AOF gives written notice that it disapproves the
exceptions to title shown on the Commitment (other than the exceptions to title
approved by AOF and described in Section 5.4 below), stating the exceptions so
disapproved, within thirty (30) days after the receipt of the Commitment, AOF
shall be deemed to have approved such exceptions. If AOF disapproves any title
exceptions, the City shall have a ten (10) day period after its receipt of AOF's
written notice of disapproval of the same within which to provide written notice
to AOF as to which of such disapproved title exceptions the City will remove (or
cause to be removed) from title; provided, however, that the City shall not be
required to actually remove such exception(s) until Closing. If, for any reason,
the City's notice given pursuant to the immediately preceding sentence does not
covenant to remove all of AOF's disapproved title exceptions at or prior to
Closing, AOF shall have the right to terminate this Agreement by written notice to
the City and Escrow Agent given within ten (10) days after the earlier of the
expiration of such ten (10) day period or the date the City informs AOF that it
does not intend to remove the disapproved items (the "Termination Notice").
AOF's failure to deliver the Termination Notice within such ten (10) day period
shall be deemed AOF's approval of any such previously disapproved title
exception. If AOF delivers the Termination Notice within such ten (10) day
period, the obligation of the City to sell, and AOF to buy, the City Parcel as
herein provided shall terminate and the Deposit shall be returned to AOF. AOF
shall have the option to waive the condition precedent set forth in this Section 5.3
by written notice to the City. In the event of such waiver, such condition
precedent shall be deemed satisfied.
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5.3 Permitted Exceptions. In addition to such other exceptions to title as
may be approved by AOF pursuant to the provisions of Section 5.2 above, AOF
shall accept title to the City Parcel subject to the following (collectively, the
"Permitted Exceptions"):
5.3.1 The printed exceptions which appear in the ALTA (Form 197013)
form extended coverage owner's policy of title insurance issued by Title
Company in the State of Washington; and
5.3.2 Items created by, or on behalf of, AOF.
5.4 No New Leases or Contracts. Prior to Closing, the City shall not enter
into any new leases, contracts or agreements affecting the City Parcel without the
prior written consent of AOF, except the City may enter into interim contracts or
agreements in connection with the management, maintenance, repair or
preservation of the City Parcel in the normal course of business if each such
contract or agreement expires or is terminated at or prior to Closing.
5.5 AOF's Right of Entry. AOF, and its agents and consultants, at AOF's
sole expense and risk, may enter the City Parcel during the term of this
Agreement at reasonable times scheduled in advance with the City for the purpose
of AOF's due diligence study of the City Parcel. AOF shall (a) exercise care at
all times on or about the City Parcel, and (b) take precautions for the prevention
of injury to persons or damage to property on or about the City Parcel. AOF shall
keep the City Parcel free from all mechanics', materialmen's and other liens, and
all claims thereof, arising from any work or labor done, services performed, or
materials and supplies furnished in connection with AOF's actions in the exercise
of its right of entry on the City Parcel, and AOF shall indemnify and defend the
City against and hold the City harmless from all such liens and claims. If this
transaction fails to close for any reason other than a default by the City hereunder,
AOF shall furnish the City with a copy of all such inspections, studies and
surveys and shall assign or quitclaim all of AOF's right, title and interest in and to
any permits, approvals, or permit or approval applications.
6. Closing.
6.1 Time for Closing. This purchase and sale shall be closed in the office of
Escrow Agent on the Closing Date. AOF and the City shall deposit in Escrow
with Escrow Agent all instruments, documents and monies necessary to complete
the sale in accordance with this Agreement. Funds held in reserve accounts
pursuant to escrow instructions shall be deemed, for purposes of this definition, as
available for disbursement to the City.
6.2 Closing Costs.
6.2.1 City's Costs. The City shall pay (a) the premiums for the standard
coverage portion of the Title Policy, including applicable sales tax, (b) one-half
(%) of all escrow fees and costs, (c) the City's share of prorations, if any, (d) all
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real estate excise taxes due as a result of this transaction, and (e) all assessments
for local improvement or special benefit districts.
6.2.2 AOF's Costs. AOF shall pay (a) one-half (%2) of all escrow fees
and costs, (b) the recording fees for the Deed, (c) AOF's share of proration, if
any, and (d) any additional premium charged for extended coverage for the Title
Policy and any additional endorsements or coverage AOF may require, including
applicable sales tax.
6.2.3 Other Costs. AOF and the City shall each pay its own legal fees
and fees of its own consultants. All other costs and expenses shall be allocated
between AOF and the City in accordance with the customary practice of King
County, Washington.
6.3 Real Property Taxation. The parties acknowledge that, as public
property, the City Parcel has not been subject to real property taxation.
Accordingly, AOF shall be responsible for all real property taxes due and owing
from and after the Closing.
6.4 Closing Documents.
6.4.1 City's Documents. At Closing, the City shall deliver to Escrow
Agent the following instruments and documents:
6.4.1.1 The executed and acknowledged Deed conveying
the City Parcel to AOF;
6.4.1.2 The executed real estate excise tax affidavit to
accompany the Deed; and
6.4.1.3 An executed nonforeign person affidavit in the form
required under Section 1445 of the Internal Revenue Code.
6.4.2 AOF's Documents. At Closing, AOF shall deliver to Escrow
Agent the following funds, instruments and documents:
6.4.2.1 The balance of the Purchase Price in accordance
with Section 3;
6.4.2.2 AOF's share of costs and expenses as determined in
accordance with Section 7.3; and
6.4.2.3 The executed real estate excise tax affidavit
referenced in Section 6.4.1.2 above.
8. Possession. AOF shall be entitled to possession of the City Parcel upon Closing,
free and clear of all tenancies, licenses and occupants.
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9. Title Insurance. As soon as available after Closing, the City shall cause the
Title Company to issue to AOF the Title Policy, dated as of the Closing Date, subject
only to the Permitted Exceptions.
10. Conditions to Closing.
10.1 AOF's Conditions to Closing. Notwithstanding anything to the contrary
set forth herein, AOF's obligation to close hereunder is expressly subject to
satisfaction or waiver by AOF in writing of each of the following conditions:
10.1.1 Permits. AOF shall be responsible for applying for and obtaining
all governmental permits, approvals and consents necessary for
development and construction of the Office Building and, if AOF elects to
construct it, then, in addition the Parking Lot (the "Permits").
10.1.2 Lease Documents. If applicable, AOF and the City shall have
approved the Parking Lot Lease, as described in Section 15 below.
10.2 City's Conditions to Closing. Notwithstanding anything to the contrary
set forth herein, the City's obligation to close hereunder is expressly subject to
satisfaction or waiver by the City in writing of each of the following conditions:
10.2.1 Lease Documents. If applicable, the City and AOF shall have
approved the Parking Lot Lease as described in Section 15 below.
11. Representations and Warranties.
11.1 City's Representations and Warranties. In addition to any other
representations or warranties of the City elsewhere in this Agreement, the City
represents and warrants to AOF now, and as of the Date of Closing, that:
11.1.1 Authority. The City, and the person signing on behalf of the City,
has full power and authority to execute this Agreement and perform the
City's obligations hereunder, and all necessary action to authorize this
transaction has been taken.
11.1.2 Zoning. Redevelopment of the Combined Parcels for
purposes of construction and operation of the Office Building, a Parking
Lot (if desired by AOF) and the related improvements is in compliance
with the City's current applicable zoning and land use laws and
regulations.
11.1.3 Hazardous Substances. The City has not received
notification of any kind from any governmental agency suggesting that the
City Parcel is or may be targeted for a Hazardous Substances cleanup; to
the best of the City's knowledge the City Parcel 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
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(collectively, "Hazardous Substances"), or (b) as a landfill or waste
disposal site; to the best of the City's knowledge the City Parcel has not
been contaminated with any Hazardous Substances; and to the best of the
City's knowledge, there are no underground storage tanks on the City
Parcel.
11.1.4 Other Rights. No person or entity has any right to lease, license,
occupy and/or purchase any interest in the City Parcel or any part thereof.
11.2 AOF's Representations and Warranties. In addition to any other
representations and warranties of AOF elsewhere in this Agreement, AOF
represents and warrants to the City now, and as of the Date of Closing, that
(a) AOF has full power to execute, deliver and carry out the terms and provisions
of this Agreement, and has taken all necessary action to authorize the execution,
delivery and performance of this Agreement; and (b) the individual executing this
Agreement on behalf of AOF has the authority to bind AOF to the terms and
conditions of this Agreement.
11.3 "AS IS" CONDITION OF PROPERTY. THE PURCHASE PRICE
REFLECTS THAT THE CITY PARCEL IS BEING PURCHASED BY AOF ON
AN "AS IS" "WHERE IS" AND "WITH ALL FAULTS" BASIS, EXCEPT TO
THE EXTENT OF REPRESENTATIONS AND WARRANTIES
SPECIFICALLY MADE BY THE CITY HEREIN OR IN THE WARRANTY
DEED OR OTHER DOCUMENTS TO BE DELIVERED TO AOF AT
CLOSING. AOF HEREBY WAIVES AND RELINQUISHES ALL RIGHTS
AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT TO, ANY
REPRESENTATIONS, WARRANTIES OR COVENANTS, WHETHER
EXPRESS OR IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR
WHICH MAY BE DEEMED TO HAVE BEEN MADE OR GIVEN, BY THE
CITY OR ITS REPRESENTATIVES, INCLUDING BUT NOT LIMITED TO
ANY BROKER, EXCEPT FOR THOSE REPRESENTATIONS,
WARRANTIES AND COVENANTS SET FORTH IN THIS AGREEMENT OR
IN ANY DOCUMENTS TO BE EXECUTED AND DELIVERED BY THE
CITY AT CLOSING.
EXCEPT TO THE EXTENT OF ANY REPRESENTATIONS OR
WARRANTIES SET FORTH ELSEWHERE IN THIS AGREEMENT OR IN
ANY DOCUMENTS TO BE EXECUTED AND DELIVERED BY THE CITY
AT CLOSING, AOF HAS NOT RELIED UPON AND WILL NOT RELY
UPON, AND THE CITY EXPRESSLY DISCLAIMS, ANY
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO, AND SHALL
HAVE NO LIABILITY FOR: (I) THE CONDITION OF THE CITY PARCEL
OR ANY BUILDINGS, STRUCTURES OR IMPROVEMENTS LOCATED
THEREON OR THE SUITABILITY THEREOF FOR HABITATION,
OCCUPANCY OR FOR AOF'S INTENDED USE OR FOR ANY USE
WHATSOEVER; (II) COMPLIANCE WITH ANY APPLICABLE BUILDING,
ZONING OR FIRE LAWS OR REGULATIONS; (III) EXCEPT AS
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SPECIFICALLY SET FORTH ABOVE, THE PRESENCE OF ANY
HAZARDOUS SUBSTANCES IN ANY IMPROVEMENTS ON THE CITY
PARCEL, INCLUDING WITHOUT LIMITATION ASBESTOS OR
FORMALDEHYDE, OR THE PRESENCE OF ANY ENVIRONMENTALLY
HAZARDOUS WASTES OR MATERIALS ON OR UNDER THE CITY
PARCEL. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
EXCEPT TO THE EXTENT OF ANY REPRESENTATIONS OR
WARRANTIES SET FORTH ELSEWHERE IN THIS AGREEMENT OR IN
ANY DOCUMENTS TO BE EXECUTED AND DELIVERED BY THE CITY
AT CLOSING, THE CITY SHALL HAVE NO LIABILITY TO AOF WITH
RESPECT TO THE CONDITION OF THE CITY PARCEL UNDER COMMON
LAW, OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION,
INCLUDING BUT NOT LIMITED TO THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT
OF 1980 AS AMENDED, 42 U.S.C.A. SECTIONS 9601 ET SEQ., AND THE
WASHINGTON MODEL TOXICS CONTROL ACT ("MTCA"), RCW
70.105D. AOF HEREBY RELEASES AND WAIVES ANY AND ALL
CLAIMS WHICH AOF HAS OR MAY HAVE AGAINST THE CITY UNDER
ANY OF THE FOREGOING LAWS OR WITH RESPECT TO THE
CONDITION OF THE CITY PARCEL, EXCEPT TO THE EXTENT OF ANY
CLAIMS AOF MAY HAVE ARISING FROM ANY EXPRESS
REPRESENTATIONS, WARRANTIES OR COVENANTS OF THE CITY
UNDER THIS AGREEMENT OR ANY DOCUMENTS TO BE EXECUTED
AND DELIVERED BY THE CITY AT CLOSING. AOF ACKNOWLEDGES
TO THE CITY THAT AOF IS GIVEN THE OPPORTUNITY UNDER THIS
AGREEMENT TO FULLY INSPECT THE CITY PARCEL AND AOF
ASSUMES THE RESPONSIBILITY AND RISKS OF ALL DEFECTS AND
CONDITIONS, INCLUDING SUCH DEFECTS AND CONDITIONS, IF ANY,
THAT CANNOT BE OBSERVED BY CASUAL INSPECTION, SUBJECT TO
THE EXCEPTION OF RIGHTS EXPRESSLY SET FORTH ABOVE.
CITY: AOF:
12. Maintenance of Property; Risk of Loss, Condemnation.
12.1 Maintenance of Property. From the date of this Agreement until the
Closing Date (or any earlier termination of this Agreement), the City agrees to
maintain the City Parcel in substantially the same condition existing as of the date
hereof, ordinary wear and tear, damage by casualty excepted.
12.2 Risk of Loss; Condemnation. Risk of loss of or damage to the
improvements on the City Parcel shall be borne by AOF at all times and no event
of casualty or damage shall affect the parties' obligations hereunder or the
Purchase Price, however, AOF shall have the right to receive any insurance
proceeds due the City in connection with any casualty or damage and the City
hereby covenants to maintain commercially reasonable casualty insurance in
place with respect to the City Parcel at all times prior to Closing. The City shall
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promptly notify AOF of any condemnation or eminent domain proceeding which
affects the City Parcel, and the City covenants and agrees not to commence or
pursue any such action. In the event of any condemnation or eminent domain
proceeding by any entity other than the City, or a deed in lieu or under threat
thereof, which affects a material portion of the City Parcel, AOF may elect either
to terminate this Agreement, or to purchase the City Parcel in the condition
existing on the Closing Date without adjustment of the Purchase Price, If AOF
elects to terminate this Agreement, the Deposit shall be returned to AOF. If AOF
elects to purchase the City Parcel, the City shall not be liable to restore same, and
AOF shall be entitled to any condemnation award or payment in lieu thereof
payable to the City in its capacity as the owner thereof.
13. Default.
13.1 Time of Essence. Time is of the essence of this Agreement
13.2 City's Remedies for AOF's Default and Failure to Close. If AOF fails,
without legal excuse, to complete the purchase of the City Parcel in accordance
with this Agreement, the City's sole and exclusive remedy shall be to retain the
Deposit as liquidated damages. AOF expressly agrees that the retention of the
Deposit by the City represents a reasonable estimation of the damages in the event
of AOF's default and failure to close hereunder, that actual damages may be
difficult to ascertain and that this provision does not constitute a penalty. In this
respect, AOF and the City acknowledge that these damages have been specifically
negotiated between AOF and the City and are, inter alfa, to compensate the City
for delaying the eventual sale of the City Parcel and to compensate the City for its
costs and expenses associated with this Agreement. AOF hereby waives the
rights and benefits of any law, rule, regulation or order now or hereafter existing
that would allow AOF to claim a refund of the Deposit as unearned earnest
money, a penalty or for any other reason except default by the City.
13.3 City's Remedies for AOF's Default. Except as provided in Section 13.2
above and except as to any breach by AOF of its covenants under Section 15.1
hereof, should AOF breach any of its obligations under this Purchase and Sale
Agreement, and such failure shall not be cured by AOF within thirty (30) days
after AOF's receipt of written notice thereof, the City shall have the right to
pursue any remedies available to it at law or equity, but excluding rescission. If
AOF shall breach its covenants under Section 15.1 hereof, the City shall have, as
its exclusive remedy, the right of repurchase as set forth in Section 15.1 hereof
13.4 AOF's Remedies for City's Default. If the City fails to complete the sale
of the City Parcel in accordance with this Agreement, AOF shall have and may
enforce the following exclusive remedies: (a) seek specific performance;
(b) terminate this Agreement, receive a refund of the Deposit and recover from
the City all of AOF's damages, including but not limited to actual third -party
costs and expenses incurred by it in connection with the transaction and the
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Project; or (c) seek rescission of this Agreement and receive a refund of the
Deposit.
14. Notices. All notices, demands and other communications required or permitted to
be given hereunder shall be in writing, and shall be sent by personal delivery (including
by means of professional messenger or courier service) or registered or certified mail,
postage -prepaid, return -receipt requested. Notice shall be deemed to have been given if
personally delivered, upon receipt, and if sent by mail, two (2) days after duly deposited
in the U.S. Mail. The parties' respective addresses for notices are as follows:
If to the City: City of Auburn
Finance Department
25 West Main Street
Auburn, WA 98001-4998
Attn: Finance Director
With copies to: City of Auburn
City Attorney's Office
25 West Main Street
Auburn, WA 98001-4998
Attn: City Attorney
If to AOF: Auburn on I st, LLC
3700 Beazer Road
Bellingham, WA 98226
Attn: Jeffrey Oliphant, President
With copies to: Michael John Klein, CPA
5743 Corsa Avenue, Suite 216
Westlake Village, CA 91362
MVol
Anthony Rafel, Esq.
Rafel Manville, PLLC
999 Third Avenue, Suite 1600
Seattle, WA 98104
Notice of change of address shall be given by written notice in the manner detailed in this
Section 14.
15. Development of Project, Parking Lot. As additional consideration for the
City's willingness to sell the City Parcel to AOF, AOF hereby covenants and agrees, at
its expense, to develop and construct the upon the City Parcel and/or the AOF Property,
an office building ("Office Building") and, if AOF elects, a Parking Lot for use in whole
or in part by the City, subject to the following terms and conditions:
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15.1 Office Building.
15.1.1 AOF Covenants. AOF shall develop and construct the
Office Building, at its sole cost and expense. AOF initially intends to use
the Office Building for operation of a medical -dental or other professional
office building and associated uses. The Office Building shall be not less
than five thousand square feet (5,000 sf) in size; it may be one or multiple
stories in height and more than one Office Building may be constructed.
The Office Building(s) may be located anywhere on the AOF Property or
the City Parcel. The Office Building(s) shall comply with all applicable
governmental requirements and AOF shall obtain and pay for all
applicable permits and approvals therefor. AOF shall substantially
complete construction and occupancy of the Office Building on or before
the date twenty-four months after Closing, subject to Permitted Delays.
As used herein (and also as used in Section 15.3 below), the term
"Permitted Delays" shall mean and include any delays which are the result
of: (i) strikes, lockouts, or labor disputes; (ii) failure of power or other
utilities; (iii) inability to obtain labor or materials or reasonable substitutes
therefor; (iv) war, acts of terror, court order, condemnation, civil unrest,
riot, fire or other casualty; or (v) extreme or unusual weather conditions,
acts of God or unforeseen soil conditions.
15.1.2 City Covenants. The City shall cooperate with AOF in
connection with the approval of plans and issuance of permits for
construction of the Office Building and related improvements, including
landscaping and site improvements. This Purchase and Sale Agreement
does not constitute such approval or the issuance of any such permits,
which shall be considered, reviewed and, if appropriate, issued by the City
and other governmental agencies in the ordinary course of business.
15.1.3 Default by AOF, City's Exclusive Remedy. If AOF fails
to complete the Office Building within the time period set forth in Section
15.1.1 above, the City's sole and exclusive remedy for such default by
AOF shall be, at the City's option, to purchase back the City Parcel from
AOF within one hundred twenty (120) days after AOF's default under
Section 15.1.1, at a price equal to Ninety -Five Thousand and xx/100
Dollars ($95,000.00). Prior to exercising such exclusive remedy, the City
shall give AOF notice of such default and a reasonable opportunity to cure
such default. To memorialize the herein remedy, the parties shall record at
the time of Closing a Memorandum reflecting the existence of the City's
aforesaid remedy, which Memorandum shall, at AOF's request, be
subsequently subordinated to the interest of AOF's construction lender
and the lien of its construction mortgage.
15.2 Parking Lot. If as part of its development of the Office Building, AOF
elects to provide additional parking to replace the thirty (30) parking spaces
presently on the City Parcel, that is, provide the City with thirty parking spaces
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for the City's exclusive use ("Parking Lot"), then the parties shall enter into a
lease ("Parking Lot Lease") upon the terms and conditions hereinafter set forth.
There shall be no obligation on the part of AOF to so provide the Parking Lot or
enter into the Parking Lot Lease. If AOF does offer to provide the Parking Lot
and the parties do enter into the Parking Lot Lease, then the Purchase Price for the
City Parcel shall be reduced as set forth in Section 3 hereof.
15.3 Completion of Parking Lot. If AOF shall elect to provide the Parking
Lot, AOF shall complete construction of the Parking Lot, at its sole cost and
expense, and the Parking Lot shall be available for occupancy and use by the City
on or before twenty-four (24) months after the Closing, subject to Permitted
Delays. The Parking Lot shall be constructed in compliance with all applicable
City codes and Chapter 18.22 of the City's Zoning Code.
15.4 Parking Lot Lease. If AOF shall elect to provide the Parking Lot, it is
the intent of the parties that following completion of the Parking Lot, AOF shall
convey to the City at that time the Parking Lot Lease, which shall contain thirty
(30) vehicular parking spaces and shall be located and configured consistent with
that shown in the plans prepared by AOF and approved by the City as part of the
permitting process. The form of the Lease documents shall be prepared by AOF
in accordance with applicable law and submitted to the City within one hundred
twenty (120) days after the date of AOF's decision to provide the Parking Lot to
the City. The term of the Parking Lot Lease shall be for a period of not more than
ten (10) years and the lease rate shall be One Dollar ($1.00) per year. The Lease
Documents shall be subject to the City's review and approval, which approval
shall not be unreasonably withheld, delayed or conditioned.
15.5 Operations. The Parking Lot shall be designed in such a manner as to
clearly designate AOF's parking spaces and the City's parking spaces under the
Lease Documents and each party shall be responsible for the operation and day-
to-day cleaning and maintenance of their respective Parking Spaces. Nothing
herein shall preclude the parties from entering into a shared parking and cost
sharing arrangement, rather than segregated parking spaces and segregated costs.
15.6 No Obligation to Provide Parking Lot. Nothing herein shall be
construed to imply, and AOF shall not be required to construct or provide the
Parking Lot or any parking spaces for use by the City.
16. General. This is the entire agreement of AOF and the City with respect to the
matters covered hereby and supersedes all prior agreements between them, written or
oral. This Agreement may be modified only in writing, signed by AOF and the City.
Any waivers hereunder must be in writing. No waiver of any right or remedy in the event
of default hereunder shall constitute a waiver of such right or remedy in the event of any
subsequent default. This Agreement shall be governed by the laws of the State of
Washington. This Agreement is for the benefit only of the parties hereto and shall inure
to the benefit of and bind the heirs, personal representatives, successors and permitted
assigns of the parties hereto. The invalidity or unenforceability of any provision of this
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Agreement shall not affect the validity or enforceability of any other provision hereof.
This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
17. Commissions. The City represents to AOF that the City has engaged no broker,
agent or finder in connection with the negotiations leading to this Agreement. AOF
represents to the City that AOF has not engaged or in any way dealt with any broker,
agent or finder in connection with the negotiations leading to this Agreement. Each party
hereby agrees to indemnify, defend and hold the other party harmless from and against
any claims for broker's, agent's, or finder's fees or commissions arising from or through
the actions of the indemnifying party.
18. Assignment. AOF may, without need of the City's consent but after at least five
(5) days prior written notice to the City, assign this Agreement and AOF's rights
hereunder prior to Closing to an entity owned or controlled by AOF or which is under
common control with AOF or Oliphant Real Estate Services, Inc., but no such assignment
shall release AOF from its obligations under this Agreement.
19. Attorneys' Fees. In the event suit or action is instituted to interpret or enforce the
terms of this Agreement, the prevailing party therein shall be 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.
20. Exclusivity. During the term of this Agreement the City shall not market nor list
the City Parcel for sale, nor accept any offers from third parties with respect to sale of the
City Parcel.
21. Reservation of Police Power. Notwithstanding anything to the contrary set forth
herein, AOF understands and acknowledges that the City's authority to exercise its police
(regulatory) powers in accordance with applicable law shall not be deemed limited by the
provisions of this Agreement.
SIGNED in duplicate original as of the date first above written.
AOF: AUBURN ON 1st, LLC
a Washington limited liability company
By: Oliphant Real Estate Services, Inc.
a Washington corporation
its Manager
Jeffrey Oliphant, President
14
CITY: CITY OF AUBURN
Peter B. Lewis, Mayor
Attest:
City Clerk
to form:
Auburn City A
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�f.
RESPONSE TO REQUEST FOR PROPOSAL
JI -0 WASHINGTON ENTERPRISES, INC.
JUNE 27, 2005
b
O
b
O
Y
r
RESPONSE TO
REQUEST FOR PROPOSAL
115 A STREET NW
AUBURN, WASHINGTON
PROPONENT
A company owned and managed by the principals of JLO Washington
Enterprises, Inc. ("Proponent") and its investor partner will be formed for the purpose of
undertaking the Project. The principals of the Proponent are Jeffrey Oliphant and Fred
Kaplan, both of whom are known to the City due to their Auburn Justice Center and
Auburn Marketplace developments (and in the case of Mr. Oliphant, the SuperMall of the
Great Northwest.)
Proponent's Washington office is located at:
3700 Beazer Road
Bellingham, Washington 98226
Telephone: 253-833-6300
E -Mail: jlo55@aol.com
DEVELOPMENT TEAM
Proponent has or intends to engage as members of the development team the
design, construction and marketing team with whom it has worked on numerous projects,
most recently the award-winning Auburn Justice Center. The team will include Dorbritz
Architects, architect of Auburn Justice Center, marketing consultant Northwest Corporate
Real Estate, Inc. (Steven Harris), contractor Sierra Construction Company, Inc. structural
engineer Sargent Engineers, Inc. and civil engineer Barghausen Consulting Engineers,
Inc.
Background information concerning the principals of Proponent and of the
principal members of the development team is included in the Team Appendix.
PROJECT AREA AND ADJACENT PROPERTY
PROJECT AREA
The Project area is 115 A Street NW, an 11,247 square foot parking lot current
used for City employees.
Notwithstanding this Proposal, Proponent does not believe it to be economically
feasible to develop the Project area as a stand-alone project, absent inclusion of (an)
adjacent parcel(s) of land. At approximately 11,247 square feet and a requirement to
replace / provide the 30 parking spaces specifically on the Project site (which utilizes the
entire ground floor area of the site), there is simply no economically feasible way to
construct a building and provide parking for such building within the vertical area (above,
surface, below) of the Project site. If the City strictly requires the entire development to
be contained within the Project area, Proponent respectfully declines and withdraws this
Proposal
ADJACENT PROPERTY
The Project area is bounded on the west and south by the property commonly
known as Mel's Lumber. Proponent is the contract purchaser of the Mel's Lumber
property, including land and buildings. Proponent does believe it is economically
feasible to develop a project within the combined Project area and Mel's Lumber area
that will: (a) provide the City with the replacement parking spaces it requires; and (b)
allow for development of the Project area in conjunction with the Mel's Lumber property.
THE DEVELOPMENT
While downtown Auburn has recently seen new retail, residential, institutional
medical and government development, it has not seen any new Class A or Class B office
construction in many years. While hospitality and more residential projects have been
announced or are planned for the downtown area, we are not aware of any such office
buildings in the development pipeline. Based upon the experience of our long-time
advisor and development team member Northwest Corporate Real Estate, Inc. (Steven
Harris) and our own familiarity with the Auburn community, we believe there is ample
demand for several smaller well-planned, well -sited and well-designed Class A and Class
B office buildings in the downtown Auburn area.
PROJECT AREA
Our Proposal is to construct on the easterly end of the Project area a one-story
office building of approximately 5,000 square feet. The intended use of the building will
likely be medical -dental offices, taking advantage of the proximity to Auburn Regional
Medical Center, or professional offices, taking advantage of the proximity to Auburn City
Hall and, in general, the Auburn Municipal Court and legal community. The building
would have approximately 20 parking spaces for its use, immediately west of the building
itself.
The present 30 City parking spaces on the Project area would be relocated on to
the current Mel's Lumber property, immediately to the west.
ADJACENT PROPERTY
The Mel's Lumber property presently contains two buildings, the "hardware
building", located at the southeast corner of the site, and the "lumber warehouse" located
on the western portion of the site. Proponent intends to demolish the lumber warehouse
and to construct on that portion of the property a surface parking lot (approximately 70
parking spaces) with an office building above. Thirty of these surface parking spaces
would be allocated for City use, replacing the spaces currently located on the Project
area. We are presently considering two alternatives for the hardware building: (1)
renovate the existing structure and lease it to a party(ies) with low daytime on-site
parking demand; or (2) reduce the size of the building / demolish and replace the building
with one smaller, so as to allow for more on-site parking. Hardware building alternate
(2) may not prove to be economically feasible.
DESIGN
Proponent has prepared and includes with this Proposal the relevant site and floor
plans, together with preliminary elevations of the buildings that we would likely to
include with the development. These plans and elevation are included in the Design
Appendix.
R3
BUSINESS PLAN
FINANCIAL RESOURCES
Attached in the Finance Appendix is a letter from Intervest Mortgage, our likely
construction (and permanent lender) addressing their likely willingness to provide the
requisite secured debt financing. They have provided the construction financing for
several of our projects, most recently the Auburn Justice Center.
As demonstrated with prior projects in Auburn, Proponent has access to adequate
cash and has unrelated / unencumbered lines of credit to provide the requisite equity
funds. If necessary, further financial references can be provided on a confidential basis.
FINANCIAL ANALYSIS
Our financial analysis to date indicates the Development can be financially
successful, notwithstanding that prevailing Auburn rents are somewhat less than
communities to the north and west, and notwithstanding that construction costs are equal
throughout the King / Pierce counties region. To be financially successful, Proponent
will need to take advantage of the following factors:
• The proximity to the Auburn Sounder (commuter rail) station, and associated
bus depot.
• The proximity to Auburn Regional Medical Center.
• Downtown Auburn development does not require traffic impact fees or traffic
studies
• Downtown Auburn development does not require stormwater development
fees, stormwater development facilities on-site or payment for off-site
facilities.
• A reduction of the on-site parking typically required for Downtown Auburn
development, due to complimentary on-site parking demand and proximity to
public parking facilities.
• A lessened development risk, by pre -leasing a significant portion of the
combined project.
4
CONTINGENCIES AND CONCERNS
Our Proposal is contingent upon: (a) our acquisition of the adjacent Mel's Lumber
property; (b) satisfaction of our internal requirements such as securing sufficient
tenancies, completing due diligence and obtaining appropriate financing for the
development; and (c) a reduction in the City required parking for our intended
development.
We are currently in negotiation with interested tenant parties, which, if
successfully completed, would satisfy our tenancy requirements. Our prospective tenants
are IRC §501(c)(3) not-for-profit organizations and established members of the Auburn
community, one of whom wishes to greatly expand its services to Auburn residents.
Our due diligence investigations are on-going as to the Mel's Lumber property
and nothing to date has caused us to stop. For obvious reasons, no diligence work has
occurred to date on the Project area (City -owned property).
Proponent intends to provide sufficient parking based upon the requirements of
the intended occupants of the development. These requirements are less than what is
required by applicable City Code. The City has the discretion to reduce the required
parking in the downtown area under these circumstances, and our Proposal is contingent
upon such reduction.
LONG-TERM RE -USE OF THE BUILDING(S)
For the long term success, re -use of buildings and financability, Proponent will
require fee simple ownership to the Project area, and an "end -date" to the City's use of
the 30 parking spaces on the Mel's Lumber property.
9
PROPOSAL TO CITY
OUTLINE OF ESSENTIAL BUSINESS TERMS
We propose a contract between the City and Proponent that would include the
following:
• Sale by the City to Proponent of fee simple title to the Project area for the sum
of Fifty Thousand Dollars ($50,000).
• Lease between Proponent, as landlord, and City, as tenant, for a ten-year
duration for thirty parking spaces on the adjacent Mel's Lumber property.
The City would pay as rent the sum of: (x) One Dollar per annum; plus (y)
pro -rata reimbursement for the actual cost of real estate taxes, liability
insurance and parking lot maintenance / repair. The City would have the
right to terminate the lease earlier, at no cost and without payment. Proponent
would have the right to terminate the lease, upon sufficient advance notice and
payment to the City of $1,000 for each month of the lease term then
remaining.
• Adequate protections for the benefit of Proponent, addressing the
contingencies, concerns and other applicable elements identified above.
• Adequate protections for the benefit of the City should Proponent not proceed
with the development in a timely manner or in manner not consistent with this
Proposal (or as may be modified with City approval).
PROPOSAL SUBMISSION AND DURATION
While Proponent would prefer a much earlier response, Proponent agrees that this
Proposal shall remain valid for 90 days following date of submission. Proponent
respectfully submits the foregoing Proposal to the City of Auburn as of June 27, 2005.
JLO WASHINGTON ENTERPRISES, INC.
By:
Jeffrey Oliphant, President
6
H
JEFFREY L. OLIPHANT
5743 CORSA AVENUE
SUITE 216
WESTLAKE VILLAGE, CA 91362
TELEPHONE (818)865-1400
FACSIMILE (818)865-1450
CURRICULUM VITAE
PROFESSIONAL EXPERIENCE:
3700 BEAZER ROAD
BELLINGHAM, WA 98226
TELEPHONE (253) 833-6300
e-mail: ilo55@aol.com
Commercial Real Estate Developer:
President, JLO Washington Enterprises, Inc. [Washington] (1997 - Present)
President, Hapsmith Development Corporation [Calif. & Wash.] (1983 - 1998)
Executive Vice President, The Hapsmith Company [California] (1978 - 1998)
■ Real Estate Attorney (1981 —Present)
■ Real Estate Broker (1983 —Present)
PROJECTS:
Auburn Justice Center, Auburn, Washington
Conversion of 60 year old supermarket into new Police Station and Municipal
Court for the City of Auburn, Washington.
Land Acquired: 4`h Quarter 2003 and 1 s` Quarter 2004.
Project Completed: November, 2004.
Fully leased to City of Auburn, who exercised its option to purchase.
Sold to City of Auburn February, 2005.
Role: Owner, Project Developer. Responsible for acquisition, development,
entitlements, marketing, financing and sale.
Auburn Marketplace, Auburn, Washington
Land and Property Development — 45 Acre Site for mixed commercial uses,
including big box retailer, hospital, medical and professional offices, financial
institution, restaurants and daycare center.
Phase I Acquired / Entitled: 1999; Phase II Land Acquired / Entitled: 2000.
97% of Project Land sold to Long Term Users.
Anchors:
Lowe's HIW; MultiCare Health System, Applebee's, Valley Bank
Role: Owner, Project Developer. Responsible for acquisition, development,
entitlements, marketing, financing and sale.
■ Federal Way Marketplace, Federal Way, Washington
Land and Property Development — 33 Acre Site for mixed commercial uses,
including big box retailer, other retailers, financial institution and restaurants.
Land acquired and Entitled: May, 2005.
Groundbreaking: May, 2005.
Anchor:
Wal-Mart Supercenter
Role: Owner, Project Developer. Responsible for acquisition, development,
entitlements, marketing and financing.
■ Sunset Marketplace, Bellingham, Washington
Land and Property Development — 22 Acre Site for mixed commercial uses,
including big box retailer, drug store, fast food restaurants, retail stores,
financial institutions and professional offices.
Land Acquired and Entitled: August, 2001. 80% of Project Land sold / leased
to Long Term Users.
Anchors:
Lowe's HIW; Walgreen's; Banner Bank
Role: Owner, Project Developer. Responsible for acquisition, development,
entitlements, marketing, financing and sale.
■ The SuperMall of the Great Northwest, Auburn, Washington
1,200,000 Sq. Ft. Enclosed Value -Oriented Regional Shopping Mall
Land Acquired: 1993; Opened: 1995; Sold: 1998.
Anchors:
Nordstrom Rack, Sak's Fifth Avenue Outlet (Off 5th), Bed Bath &
Beyond, Burlington Coat Factory, Marshall's, Ann Taylor, Gart Sports
Out Parcels:
Wal-Mart, Act III (Regal) Theatres, Chevron, Burger King, Men's
Wearhouse, International House of Pancakes
Role: President of Development Company and Member of Ownership Group.
Development Director, responsible for major leasing and financing;
oversight of construction management and leasing teams.
Page-2-
• Kent Hill Plaza (South Portion), Kent, Washington
Land and Property Redevelopment — 11 Acre Site for big box retailer,
including relocation of stream under U.S. Army Corps Individual Permit.
Land Acquired: January, 1998; Project Completed and Sold: November, 1998.
Anchor:
Home Depot
Role: Owner, Project Developer. Responsible for acquisition, development,
entitlements, stream relocation and marketing to major client/user.
• 9300 Wilshire Building, Beverly Hills, California
Re -tenanting, renovating and refinancing of 55,000 square foot six story office
building on prime Wilshire Boulevard (Beverly Hills) corner. Primary tenants
included financial institutions, law firms, entertainment firms, and professional
services companies.
Acquired: 1976, Re -tenanted and renovated on an on-going basis.
Role: Oversight of management, leasing and financing.
Tanforan Park Regional Mall, San Bruno, California
1,000,000 Sq. Ft. Enclosed Shopping Mall
Opened: 1971, Redeveloped: 1991
Anchors:
Sears, J.C. Penney, Target
Role: Oversight of management, leasing and marketing. Directly responsible
for major leasing, financing and project redevelopment.
Weberstown Mall, Stockton, California
900,000 Sq. Ft. Regional Shopping Mall
Expanded: 1986; Redeveloped: 1993; Expanded: 1997; Sold: 1998
Anchors:
Sears, J. C. Penney, Dillard's, Circuit City
Role: Oversight of management, leasing and marketing. Directly responsible
for major leasing, financing, project expansion and redevelopment.
Page - 3 -
■ Ronald Reagan Federal Office Building and Cultural Center, Washington D.C.
3,100,000 Sq. Ft. Office Building and Cultural Center
Commenced: 1989; Opened: 1998
Major Uses:
General Services Administration Offices, Environmental Protection
Agency Offices, Museum Exhibition Space, Performing Arts, Retail
Role: Vice President of Co -developer. Responsible for assembling
development team, initial project development programming, preparing
bid and negotiating development contracts.
■ Union Bank Center, Los Angeles, California
340,000 Sq. Ft. Office Building
Land Acquired: 1981; Opened: 1983; Sold: 1996
Anchors:
Union Bank, Maxicare Health Plans, Northrop/Grumman
Role: General Partner and Associate Developer. Responsible for leasing
and financing; shared responsibility of development team oversight.
■ Norwood Center, Sacramento, California
90,000 Sq. Ft. Community Center
Land Acquired: 1994; Opened: 1995; Expanded and Sold: 1999
Anchors:
Food 4 Less, Rite Aid
Role: President of Development Company and Member of Ownership Group.
Responsible for acquisition, major leases and financing.
• Stimson Business Center, City of Industry, California
80,000 Sq. Ft. (Seven Buildings) Industrial Center
Land Acquired: 1991; Opened and Sold: 1992
Role: President of Development Company and Member of Ownership Group.
Directly responsible for acquisition, financing and sale negotiations;
oversight of construction management and marketing teams.
Page-4-
REAL ESTATE ATTORNEY AND ADVISOR:
■ Negotiated retail and commercial land and building acquisitions and sales valued
in excess of $400 million on behalf of The Hapsmith Company and its affiliates.
Negotiated retail and commercial land and building acquisitions in excess of $20
million on behalf of third parties. Negotiated over 300 commercial leases and
sales comprising over 4,000,000 sq. ft.
■ Negotiated transactions with these representative Large Store Merchants:
Department Stores: Sears; J. C. Penney; Dillard's; Nordstrom; Sak's Fiftf•
■ Negotiated transactions with these representative Office Businesses:
Banks: Bank of America; Union Bank of California; Wells Fargo
Bank; First Interstate Bank; Valley Bank (Puyallup Valley
Bank)
Governmental: U.S. General Services Administration; U.S. Department of
Defense; Pennsylvania Avenue Development Corporation
(Washington, D.C.); U.S. Postal Service; County of Los
Angeles, CA; City of Auburn, WA
Medical: MultiCare Health System; Cascade Orthopaedics
Dental: Numerous individual dental professionals
Page - 5 -
Avenue; Broadway; Mervyn's
General Goods:
Wal-Mart; Target
Electronics:
Incredible Universe, Circuit City
Apparel:
Burlington Coat Factory; Marshalls, Ann Taylor; The
Limited; The Gap; Old Navy
Supermarket:
Ralph's Grocery, Safeway, Vons Grocery, Food 4 -Less,
Jon's Marketplace
Drug:
Walgreen's, Rite Aid/Thrifty/Payless Drugs
Home Improvement:
Home Depot, Lowe's HIW
Specialty:
Bed, Bath & Beyond; Toys 'R Us; Kids 'R Us; Tower
Records; Hi Lo Automotive; Paccar (AI's) Automotive;
Pier 1 Imports; Barnes & Noble Superstore
Theatres:
United Artists; Act III (Regal); Mann
Restaurants:
Olive Garden; Marie Callender; Red Lobster; McDonald's;
Burger King; Kentucky Fried Chicken; Baskin Robbins Ice
Cream; Round Table Pizza; Godfather's Pizza, Del Taco;
Jack-in-the-Box; Subway
Petroleum:
BP/Arco, Chevron, Shell
■ Negotiated transactions with these representative Office Businesses:
Banks: Bank of America; Union Bank of California; Wells Fargo
Bank; First Interstate Bank; Valley Bank (Puyallup Valley
Bank)
Governmental: U.S. General Services Administration; U.S. Department of
Defense; Pennsylvania Avenue Development Corporation
(Washington, D.C.); U.S. Postal Service; County of Los
Angeles, CA; City of Auburn, WA
Medical: MultiCare Health System; Cascade Orthopaedics
Dental: Numerous individual dental professionals
Page - 5 -
■ Served as business and legal advisor to individuals and companies with
substantial retail, commercial and industrial real estate holdings, comprised of
urban raw land, ground leased shopping centers and active shopping centers in
Washington, California and in Asia.
Role: Negotiated acquisitions and leases; counsel on strategic, financing,
feasibility and marketing issues for mixed use and retail developments.
■ Served as "Special Master' (arbitrator) to $50 million family partnership in the
evaluation and distribution of 30+ industrial, residential and agricultural
properties in Southern California, and as a neutral advisor to disagreeing family
members.
Role: Partition properties. Counsel on real estate and tax strategies; served
as surrogate "Owner' for disposition of specific parcels.
■ Served as arbitrator in complex real estate — contract litigation matters.
■ Served as legal counsel to several not-for-profit organizations, handling real
estate leases, asset dispositions and organizational matters.
■ Lecturer and Author: The Shopping Center Game, University of California, Los
Angeles, 1981 - 1996 (annual program)
LICENSES (Current and Active):
■ Attorney at Law, California (1981), No. 101177
■ Real Estate Broker, California (1983), No. 850056
■ Real Estate Broker, Washington (1995), No. 27000-7757
EDUCATION:
■ Juris Doctor, University of California, Los Angeles (UCLA) (1981)
■ Master of Business Administration, Real Estate and Finance Specialization,
UCLA (1981)
■ Bachelor of Arts, Economics Major, UCLA (1977)
Page - 6 -
BANKING RELATIONSHIPS:
• Sterling Savings Bank, Auburn, Washington and Intervest Mortgage Company,
Kirkland, Washington (1998 —present)
■ Valley Bank (f.k.a. Puyallup Valley Bank), Puyallup, Washington (1999 — present)
■ U. S. Bank, Bellingham, Washington (2005)
■ Skagit State Bank, Mt. Vernon, Washington (2002 — 2004)
• Union Bank of California, Thousand Oaks and Beverly Hills, California (1983 —
present)
PRIMARY EQUITY RELATIONSHIP:
■ The Everest Group, Torrance, California (1997 — present)
Auburn Justice Center, FedWay Marketplace, Auburn Marketplace,
Sunset Marketplace
Page - 7 -
The Everest Group, Inc.
19401 S. Vermont Avenue
Suite C-202
Torrance, California 90502
(310) 767-7800 ext. 14
(310) 767-1136 fax
fred kaplan@iswest.corn
Fred Kaplan
CURRICULUM VITAE
PROFESSIONAL EXPERIENCE:
• Residential Real Estate Developer / Owner — Builder (1975 — Present)
■ Commercial Real Estate Developer (1999 — Present)
■ Real Estate Broker (1972 — Present) and President / CEO of
The Everest Group, Inc, — Torrance, California
■ Start-up Company "Angel" Venture Capitalist
and Business Consultant (1995 — Present)
LICENSES:
• Real Estate Broker, California (1972)
EDUCATION:
• Certificate in Real Estate with Designation in Marketing, 1976, UCLA
• Bachelor of Arts, Social Ecology, 1974, UCI
BANKING RELATIONSHIPS:
■ Wells Fargo Bank, Redondo Beach, California (1980— present)
■ Sterling Savings Bank, Auburn, Washington and Intervest Mortgage Company,
Kirkland, Washington (1998 — present)
• Valley Bank (f.k.a. Puyallup Valley Bank), Puyallup, Washington (1999—present)
• U. S. Bank, Bellingham, Washington (2005)
• Skagit State Bank, Mt. Vernon, Washington (2002 — 2004)
COMMERCIAL REAL ESTATE DEVELOPMENT PROJECTS:
With JLO Washington Enterprises as Managing Partner — Jeff Oliphant
Auburn Justice Center, Auburn, Washington
Conversion of 60 year old supermarket into new Police Station and Municipal
Court for the City of Auburn, Washington.
Land Acquired: 4`h Quarter 2003 and 1" Quarter 2004.
Project Completed: November, 2004.
Fully leased to City of Auburn, who exercised its option to purchase.
Sold to City of Auburn February, 2005.
Role: Co -Owner as "Silent Financial Partner" and Back-up Project Developer.
Partial responsibility for acquisition, development, entitlements,
marketing, financing and sale.
■ Auburn Marketplace, Auburn, Washington
Land and Property Development — 45 Acre Site for mixed commercial uses,
including big box retailer, hospital, medical and professional offices, financial
institution, restaurants and daycare center.
Phase I Acquired / Entitled: 1999; Phase II Land Acquired / Entitled: 2000.
97% of Project Land sold to Long Term Users.
Anchors:
Lowe's HIW; MultiCare Health System, Applebee's, Valley Bank
Role: Co -Owner as "Silent Financial Partner" and Back-up Project Developer.
Partial responsibility for acquisition, development, entitlements,
marketing, financing and sale.
Federal Way Marketplace, Federal Way, Washington
Land and Property Development — 33 Acre Site for mixed commercial uses,
including big box retailer, other retailers, financial institution and restaurants.
Land acquired and Entitled: May, 2005.
Groundbreaking: May, 2005.
Anchor:
Wal-Mart Supercenter
Role: Co -Owner as "Silent Financial Partner" and Back-up Project Developer.
Partial responsibility for acquisition, development, entitlements,
marketing, financing and sale.
Page-2-
Sunset Marketplace, Bellingham, Washington
Land and Property Development — 22 Acre Site for mixed commercial uses,
including big box retailer, drug store, fast food restaurants, retail stores,
financial institutions and professional offices.
Land Acquired and Entitled: August, 2001. 80% of Project Land sold / leased
to Long Term Users.
Anchors:
Lowe's HIW; Walgreen's; Banner Bank
Role: Co -Owner as "Silent Financial Partner" and Back-up Project Developer.
Partial responsibility for acquisition, development, entitlements,
marketing, financing and sale.
Individually Developed Commercial Projects
• Neighborhood Shopping Center — Oxnard, California
Land Acquisition and Entitlement — 5.5 acre site for mixed commercial uses
Land acquired, entitled, and sold to developer 2004.
Anchor: Walgreen's
Role: Co -developer, entitlement processing, marketing and sales
• Veterinary Hospital — Hermosa Beach, California
Land acquisition, entitlement, and development of a 5,000 sf facility
Project scheduled for completion Winter 2006
Role: Broker, Developer, Construction Manager
RESIDENTIAL REAL ESTATE PROJECTS
• 3916 Highland Avenue, Manhattan Beach, California
Major rehab of 2 unit apartment project - 1976
Role: Owner, Contractor, Construction worker
• 830 N. Juanita, Redondo Beach, California
6 unit "townhome" style condominium units newly constructed — 1990
Role: Developer, Owner, Property Manager
Page - 3 -
• 834 N. Juanita, Redondo Beach, California
2 unit "townhome" style condominium units newly constructed — 1992
Role: Developer, Owner, Property Manager
•- 221 S. Juanita, Redondo Beach, California
2 free-standing homes under construction — August 2005
Role: Owner, Developer, General Contractor, Property Manager
• 22"d Street, Newport Beach, California
2 free-standing homes newly constructed — 1985
Role: Co -developer and Equity Partner
REAL ESTATE BROKERAGE, FEE DEVELOPMENT, AND FEE CONSTRUCTION
MANAGEMENT:
■ Negotiated retail, industrial, commercial land, building acquisitions, leasing, and
sales, and joint venture transactions valued near $500 million for clients.
Representative brokerage clients include:
Bank of America, Union Bank of California, First Interstate Bank, Far East
National Bank, General Bank, Sumitomo Bank, Del Amo Savings and Loan,
American Savings; Far West Savings, Bank of California, Citicorp, Hewlett-
Packard, Chrysler Realty Corporation, Chevron Land and Development, Ralph's
Grocery Company, Maxicare, Goodyear, Frito-Lay, Earth Technology
Corporation, All Nippon Airways (ANA), Mitsui Fudosan USA, Hitachi, Asahi
Kaiyo, and numerous residential, commercial, and industrial developers.
■ Performed expert witness and evaluation work for firms such as Chevron, Latham
& Watkins, and Bank of America.
■ Performed "turn -key" land acquisition, entitlement, development, and construction
management for Sakura Finetek USA involving the acquisition of a 6 acre site
and the development of two facilities — (1) a 2 story corporate headquarters
facility totaling 50,000 square feet including laboratory and (2) a warehouse and
manufacturing facility totaling 25,000 square feet. Sakura Finetek is the largest
medical equipment manufacturer in Japan and now one of the largest in the
United States.
Page - 4 -
J. D O R B R I T Z A.I.A.
ARCHITECTURE & PLANNING
Firm Profile:
J. DORBRITZ A.I.A. ARCHITECTURE & PLANNING was established in 1988 as a full
service, multi -disciplined architectural firm specializing in Commercial, Retail, and
Institutional design.
J. Dorbritz AIA has designed office buildings, including interiors and tenant
improvement, broadcasting and media facilities, restaurants, renovations and
expansions of regional malls, community shopping centers, and individual stores,
as well as several day care centers, educational and institutional facilities.
Current project locations are in California and in the Greater Seattle Region,
where we typically are supported by local consulting engineering offices with
whom we have had long term working relation ships.
We are usually involved in all phases of a project, starting with the feasibility and
programming tasks, followed by the disciplines traditionally associated with the
architectural profession as well as those resulting from new technologies, where
we find ourselves participating in the management of the construction, eventually
leading to post -construction services such as facility management and initial
studies for the next cycle of design and construction activities. We strive to provide
the highest quality of services, resulting in most of our contracts to be repeat
commissions. Some of our clients have called upon us as long as the firm has
been in existence.
Personnel:
We enjoy the close cooperation among a loyal and experienced group of
associates, as well as joint venture partners. Our technical core amounts currently
to 5, supported by 2 administrative positions. In the past few years a number of
projects were carried out in collaborations with affiliated partners. The principal of
our firm, Jan Dorbritz A.I.A. has the credentials of impressive experiences, gained
on award winning projects while individually as well as jointly collaborating with
some of the best known firms in the architectural field.
Jan H.P. Dorbritz AIA graduated from UCLA Graduate School of Architecture and
Urban Planning in 1975 after having received his Master of Business Administration
from Johann Wolfgang Goethe University, Frankfurt, Germany in 1972. He is
licensed to practice in the States of California and Washington, certified by the
National Council of Architectural Registration Boards (NCARB), and is a member of
the American Institute of Architects (AIA). Prior to establishing his own firm, he was
Director of Design with the Los Angeles office of HNTB (Howard Needles Tammen
& Bergendoff) after having worked with Charles Kober Associates, Welton Becket
Associates, William L. Pereira Associates and Kamnitzer, Cotton Vreeland.
800 Fernwood Pacific - Toponga - CA 90290 - (310) 455-1264 - Fox (310) 455-1837 - E-mail: dcrbrifz@charfer.net
J. D O R B R I T Z A.I.A.
A R C H I T E C T U R E & P L A N N I N G
Fred Hoffman, affiliated partner, graduate of USC School of Architecture and
California State University of Los Angeles, has over 34 years of experience in all
phases of architecture. Previously associated with major firms such as DMJM
(Daniel, Mann, Johnson & Mendenhall), Archisystems, International, and HNTB, he
has for several years been an independent consultant on public projects for the
counties of Los Angeles and Ventura.
Guenther Motz, affiliated partner, graduated from USC School of Architecture in
1978. He is licensed as an architect in the State of California. Prior to establishing
his own firm, he worked with Keeva Kekst, Space Design International, HNTB,
William L. Pereira Assoc., Charles Kober Assoc., and SOM (Skidmore, Owings &
Merrill).
Hao D. Hoang graduated from Rhode Island School of Design in 1988 and has
been associated with J. DORBRITZ AIA for the last 15 years. Previously Involved with
all aspects of the firm's operations and most of the projects including the Auburn
Justice Center, he is currently acting as an independent consulting contractor,
positioned to assist the office when needed.
Lesli C. Simon has been supporting our office frequently for better than five years
as CAD operator and consultant for systems coordination. We greatly benefit from
her experiences with Disney Studios and other large firms, affording her clear
understanding of leading edge technology.
Consultants:
We propose to assembly for the 115 A St. NW Office Building project the some
team of consultants that helped making the Auburn Justice Center successful and
viable.
800 Fernwood Pacific - Topanga - CA 90290 - (310) 455-1264 - Fax (310) 455-1837 - E-mail: dorbrifz@charler.net
J. D O R B R I T Z A.I.A.
A R C H I T E C T U R E & P L A N N I N G
JAN H.P. DORBRITZ, AIA
EDUCATION: Master of Architecture,
UCLA Graduate School of Architecture and Urban Planning, 1975
Master of Business Administration,
Johann Wolfgang Goethe University, Frankfurt, West Germany, 1972
AFFILIATION: Member of the American Institute of Architects
Member of the American Society of Engineers and Architects
LICENSES: Licensed Architect in California, No. C 9716
Licensed Architect in the State of Washington, No. 7339
Certified with the National Council of Architectural Registration
Boards. Certificate No. 44192
Mr. Dorbritz's experience in the field of public, institutional, educational, retail, hotel,
and office building architecture dates back thirty years. He associated in the past
with major national architectural firms, namely HNTB (Howard Needles Tammen &
Bergendoff), Charles Kober Associates, Welton Becket Assoc., Kamnitzer, Cotton &
Vreeland, and William L. Pereira Assoc. He collaborated on many award-winning
projects with the emphasis on the design aspect of projects. Mr. Dorbritz however
never lost sight for the importance of the technical and economical issues involved,
while directing the design efforts of his team.
SAMPLING OF RECENT REPRESNETATIVE PROJECT
Auburn Justice Center - Police Department and Municipal Courts
Auburn, WA, Adaptive reuse and expansion of historical Supermarket Bldg.,
32,000 SF Main Bldg., 6,000 Rear building for misc. police dept. facilities.
Valley Torah High School - Girls Division
Studio City, CA, Renovation of 8,500 SF private High School
501 S. Fairfax Avenue
Los Angeles, CA, Remodel and Refurbishing of 19,000 SF 2 -story Office Bldg.,
Culver Center
Culver Center, CA, Remodel, various tenant improvements, and
Master planning for redevelopment of 200,000 SF urban retail center including
new BEST Store (40,000 SF)
800 Fernwood Pacific - Topanga - CA 90290 - (310) 455-1264 - Fax (310) 455-1837 - E-mail: dorbritz@charfer.net
J. D O R B R I T Z A.I.A.
ARCHITECTURE & PLANNING
FOX Sports Net TV New Studio, Staples Center
Los Angeles, CA, Sports TV News Studio and broadcasting support facilities
"Kid's Country"
Auburn, WA, Maple Valley, WA, Tacoma, WA, Issaquah, WA, Monroe, WA
9,000 SF Child Daycare Facilities
Landmark Education Center
Q Union Bank Center, Los Angeles, CA, 28,000 SF facility for vocational education
The Post Group
West Los Angeles, CA, 12,000 SF Tenant Improvement
Alderwood Mall
Lynnwood, WA, Design Architect for Altoon & Porter Architects.
Remodel & expansion of enclosed regional shopping center.
1,015,000 SF of leasable space with five anchor stores,
92,000 SF of common area and 70,000 SF food court expansion.
Brea Imperial Shopping Center
Brea, California, Remodel and Expansion of 80,000 SF Retail Center
Tanforan Park Shopping Center,
San Bruno, CA, Remodel of enclosed regional shopping center.
1,070,000 SF of leasable space with three anchor stores and 120 specialty shops
Union Bank Center
Los Angeles, CA, Remodel of public areas and tenant improvements in
330,000 SF office complex
Weberstown Mall
Stockton, CA,Remodel of enclosed regional shopping center
800,000 SF of leasable space with three anchor stores and 90 specialty stores
9300 Wilshire Boulevard,
Beverly Hills, CA, Remodel of 25,000 SF of tenant spaces
01
800 Fernwood Pacific - Toponga - CA 90290 - (310) 455-1264 - Fax (310) 455-1837 - E-mail: dorbrit 9charternet
SIERRA CONSTRUCTION COMPANY, INC.
OUR COMMITMENT
As the operating managers of Sierra Construction, we are committed to developing long term relationships with our
clients. Using a dedicated and professional team of managers and skilled craftspeople, we maintain hands on
involvement in each project. Through value engineering, a steadfast commitment to safe work practices, and constant
communication with our clients, we actively ensure the successful completion of your project
Setting the highest standards for all your building requirements is our personal promise. Whatever your construction
needs are, we're confident you will be pleased with the products we deliver.
Most importantly, we apply the highest level of business integrity as a foundation for all of our actions and decisions.
We look forward to providing innovative solutions for your construction project as well as developing a long-lasting
business partnership.
COMPANY INTRODUCTION
AND PHILOSOPHY
Founded in 1986, Sierra Construction Company is a Woodinville based general contractor and construction
management company. We specialize in commercial, industrial and tenant improvement construction, with a
particularly strong performance in concrete tilt -up. Our expertise spans a wide range- from pre -construction services to
complete tum -key construction projects.
Integrity, quality and innovation are the characteristics that distinguish Sierra as a leading construction company. Our
goal is to provide you with a higher level of service than you will find with any other company in the construction
industry. We consistently bring superior craftsmanship to every project- whether constructing a 600,000 square foot
aircraft hangar for a national client, ora 9,000 square foot manufacturing facility for a local company.
Our successful construction approach is based on aggressive subcontractor administration, accurate cost control and
low overhead. We employ only qualified subcontractors who share our goal in creating a quality cost -competitive
project.
Because your schedule and budget concerns are important to us, we assign a team of experts to your project from the
earliest design and pre -construction phases through post -construction clean up. Our team's goal is to create distinctive
design ideas and develop streamlined methods of construction that suit your project specifically. We also provide our
clients with reliable and expedent information throughout the construction process, ensuring well-informed decision
making that ultimately enhance the quality of our final product. The direction we provide is based on a thorough
knowledge of the industry and your specific needs.
We believe in hiring talented people for their long-term potential, giving them the responsibility and authority to be
effective team players. Having the full support of the company, Sierra employees consistently produce top quality work
that exceeds client objectives and promotes future construction opportunities.
Our mission is to pay close attention to the fine details while delivering cost-effective services to our clients on a long
term basis. The client relationships that we've developed over the years are as important to us as the jobs themselves.
From start to finish, your project will receive our utmost care and attention.
CONSTRUCTION MANAGEMENT PROGRAM
Pre -Construction Services
One of the primary advantages in hiring Sierra Construction as your general contractor is the broad array of pre -
construction services we offer. We guide you through each phase of the permitting process including building design,
site design, off-site mitigation and environmental mitigation.
What we believe sets us apart from other contractors providing similar service is the depth of the services we provide.
Our single -stop, broad pre -construction supervision will lead you through the entire permitting process at a faster pace
with lower permitting costs. We bring potential permitting challenges to your attention ging the design phase and
quickly assist you and your architects in finding solutions.
City, county and state planners, as well as federal agencies can exert permitting influence over your project. We know
what each agency requires and who the key regulators are. We will regularly meet with you during the pre -
construction phase to provide you with permitting status reports, accurate and updated budgets, as well as targets for
completion of permitting.
By providing you with a comprehensive menu of pre -construction services, we lay a strong foundation for your entire
construction process.
CONSTRUCTION MANAGEMENT PROGRAM
Team -Build Process
Sierra is unique in the industry because we plan your project collectively with the developer, architect and ownerttenant
early in the design development phase. This interaction allows us to give special attention to cost, quality and
scheduling. We thoroughly define the scope of your project prior to submittal of drawings — saving you a significant
amount of money and time.
Our team meets often to review the owner's objectives as well as provide value engineering at critical stages of
development. Most importantly, our team -build method produces an accurate project budget, reliable target dates and
an exceptional finished product.
CONSTRUCTION MANAGEMENT PROGRAM
Project Management
To successfully meet your project objectives, the Sierra management team keeps a close eye on each construction
phase. We know that proper integration of subcontractor work and timely scheduling of suppliers are essential to
delivering your project on time.
Sierra takes responsibility for the successful completion of your project. During the construction process our team will
perform the following functions:
We establish your project's construction schedule in accordance with Sierra's field management, the owner
and architect. Our field managers also generate biweekly schedules to coordinate the more complex segments of
subcontractor jobs. We review the construction schedule each month to make certain the project meets our
commitment for on time delivery.
Sierra will provide an accurate and expedient cost estimate so you can make informed budget, quality and
schedule decisions. The project manager determines costs by comparing the needs of your project to historical
costing information. This method allows the project manager to calculate the most reliable estimates.
Regular inspections by Sierra's field management team will verify that the expected level of quality and
drawing specifications are being met
• Strict safety regulations will be implemented for each job. To ensure that procedures comply with
government safety requirements, the field manager holds weekly on-site safety instruction meetings. Additionally, our
safety officers conduct monthly review meetings to reaffirm safety measures and to suggest methods for improvement.
Quality assurance is our primary commitment to both the tenant and the owner. After construction is
completed, our crews remain on-site to triple -check that specifications have been completed to the owner's and
tenant's full satisfaction. Careful project closeout is especially important to guaranteeing superb quality.
• On-time payment is made to all of Sierra's subcontractors and material suppliers. This minimizes work
stoppages and keeps morale high for the duration of the project.
CLIENT REFERENCES
Mr. Joe Blattner
Tarragon, LLC.
1415 Western Avenue, Suite 505
Seattle, Washington 98101
(206)233-9600
Mr. Bob Trimble
Holmes Harbor Company
4640 95th Avenue NE
Bellevue, Washington 98004
(425) 688-8743
Mr. John Walker
Teutsch Partners
2001 Western Avenue, Suite 330
Seattle, Washington 98121
(206)728-1130
Mr. Jeffrey Oliphant
JLO Washington Enterprises, Inc.
5743 Corsa Ave, Suite 216
Westlake Village, CA 91362
(818)865-1400
SIERRA CONSTRUCTION COMPANY, INC
19900144TH AVENUE NE
WOODINVILLE, WASHINGTON 98072
TELEPHONE: (425) 487-5200
FACSIMILE: (425) 487-5290
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More About Us
Northwest Corporate Real Estate, Inc. was founded in 1986 by Steven M. Harris,
President and Designated Broker. Along with a tradition of providing service with
integrity, we are the ideal brokerage company to market your building or land.
Northwest Corporate Real Estate is one of the most -respected brokerage houses
in the Puget Sound area. While our marketing efforts are focused on South King
County and Pierce County, we are networked with the entire commercial
brokerage community in Puget Sound. Northwest Corporate Real Estate in Kent is
the only major commercial real estate brokerage firm with offices located in the
heart of the Kent Valley. We also offer the following services to assist you:
Complete Market Data and Analysis
Recommendation of Experts in financing, land use regulations,
permitting processes, environmental conditions, traffic mitigation and
wetlands
Trends and Comparable Market Analysis information
Home Page I About Us I For Sate or Lease
1048 W. James St., Suite 104 — Kent, WA 98032
Phone: (2531852-5800 — Fax: (253) 852-5916
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sC may.
CT�NG ENGIV"'
Jeff Oliphant
JLO Washington Enterprises, Inc.
5743 Corsa Avenue, Suite 216
Westlake Village, CA 91362
RE: Civil Engineering Qualifications
Auburn Medical Office Building Project
Dear Jeff:
CIVIL ENGINEERING, LAND PLANNING, SURVEYING, ENVIRONMENTAL SERVICES
June 23, 2005
Thank you for including us as part of your design team for the proposed new medical office building
project located in Auburn, Washington. We are excited about the opportunity to be a part of this new
project and are well qualified to assist you in the Survey, Land Planning, Civil Engineering Design,
Landscape Architecture, and Permit Processing. Our firm has over 25 years of experience in all phases of
the land development process on Commercial, Industrial, Retail, Office, Senior Care and Residential type
projects.
Our firm has extensive experience working on development projects within the City of Auburn and have
an excellent working relationship with City staff. Some of our more recent projects in the City of Auburn
include the new Auburn Justice Center, the Auburn Marketplace project, the Auburn Terrace commercial
project, the Benaroya Business Park project, the Auburn Court Senior Living Facility, and the Emerald
Downs Racetrack facility. We are also currently working on several new commercial and industrial
projects within the City of Auburn, including the Auburn North Business Park, the Tom Matson Dodge
facility, the Wesley Homes Senior Living Facility and the Plan `B" mixed use project.
We look forward to working with you on this project. Thank you.
DKB/ath/bd
c 1.982.doc
Sincerely,
9,4,e -
Daniel K. Balmelli, P.E.
Executive Vice President
18215 72ND AVENUE SOUTH KENT, WA 98032 (425) 251-6222 (425) 251-8782 FAX
BRANCH OFFICES ♦ OLYMPIA, WA ♦ TEMECULA, CA ♦ WALNUT CREEK, CA
SARGENT ENGINEERS, INC.
320 Ronlee Lane NW
Olympia, WA 98502
(360) 867-9284
Fax (360)867-9318
Sargent Engineers has been providing civil and structural engineering services in the
Pacific Northwest for 50 years. Sargent Engineers tailors a project around your needs. Because
of this, the characteristics of a typical Sargent Engineers' project include low construction cost,
low life cycle costs, low maintenance, quality documents, and satisfied clients.
Sargent Engineers, Inc. has designed and maintained hundreds of buildings including:
• Churches
• Commercial Buildings
► Educational Facilities
• Fire Stations
• Vehicle Maintenance Facilities
• Hospitals and Medical Facilities
• Housing, Condominiums
• Industrial Buildings
• Judicial and Courtroom Facilities
• Libraries
• Office Buildings
• Prisons and Correctional Facilities
Building systems that we have an expertise in include:
• Steel frames (braced and moment)
• Light gage steel
• Pre-engineered steel buildings
• Concrete (Moment frame and shear wall)
• Masonry
• Light timber
• Heavy timber
Our services have included:
• Design of new buildings
• Condition assessment of buildings
• Repair of buildings and building components
• Seismic retrofit of buildings
• Building construction observation
• Superior design documents
• In-house quality control program
Proiects Similar to Yours
Twin County Credit Union New Corporate Headquarters
Jeff Kennedy (800) 258-3115, ext 4402
Project Cost: $7,300,000
This 43,444 square foot three-story building consolidates Twin County Credit Union's
corporate functions into one facility. The building is supported on concrete spread footings over
the native glacial till. The first floor of the building is benched into the hillside with large concrete
retaining walls. The remaining building structure is framed with steel chevron braces, steel joists
and steel pan deck with concrete infill. The building layout leaves the steel braces and steel
columns exposed through out the building and are used as features of interest. The entire floor
area is raised 18" by means of an access floor system. The entrances to the building are framed
with large decorative steel members and are clearly an emphasized element of the building.
Auburn Justice Center
Jeff Oliphant (818) 865-1400
Project Cost: $10,000,000
This 33,000 square foot building houses the City of
Auburn police, courts, prosecution and probation departments.
The structure was originally an Art Moderne CMU building with
larger wood bow trusses constructed in 1947 as a grocery store.
The building was seismically retrofitted and a new basement
level was added to increase the building's square footage.
Existing footings were strengthened with new pipe piles and
concrete caps. The existing bow trusses were reinforced with
supplemental framing along the bottom chord and left exposed
as an architectural feature.
Jackson Dental Clinic
R. Brian Regehr (360) 754-1419
Project Cost: $1,220,000
This project involved the design of a new 2 -story, dental office building for Dr. Brian
Jackson D.D.S. The building is approximately 5,300 total square feet including numerous exam
and recovery rooms, a business office and waiting room with 2 -story vaulted ceiling, and other
miscellaneous rooms on the first floor. Offices, a locker room, and storage and archive rooms are
included on the second floor. Framing for the roof and both floors utilize wood 1 -joists supported
by wood beams, columns, and bearing walls on concrete foundations. The project also included
self-supporting, tube -steel framed canopies over the entries and portions of the walkways around
the building.
SARGENT
Project Staff
Jon A. Dietrich, P.E.
Principal
Since graduating in 1992 with a bachelors degree, Jon
has managed and worked on many building projects. These
projects have included a wide variety of uses and construction
materials. Jon has successfully tackled many challenging
building projects similar to yours. Projects similar to yours
include:
Jon was the project engineer on the Twin County
Credit Union New Corporate Headquarters. This
43,444 square foot three-story building consolidates
Twin County Credit Union's corporate functions into
one facility. The building structure is framed with steel
chevron braces, steel joists and steel pan deck with
concrete infill. The building layout leaves the steel
braces and steel columns exposed through out the
building and are used as features of interest.
13 Years of Experience
Professional Civil Engineer in
Alaska, Oregon, and
Washington
Expertise that Jon will add to
your project:
• Seismic rehabilitation
• Timber buildings
• Concrete buildings
• Steel framed buildings
• Low cost buildings
• Constructable
buildings
• Use of archaic
materials
Jon was the project engineer on the Auburn Justice Center. This 33,000 square foot
building houses the City of Auburn police, courts, prosecution and probation departments.
The building was originally a one story CMU building with larger wood bow trusses. The
building was seismically retrofitted and a new basement level was added to increase the
building's square footage.
As project engineer for the Olympian addition, Jon dealt with difficult soil conditions and
the addition of a modern steel frame building next to an old concrete building. The project
was very successful through the cooperation of the owner, contractor, architect, and
engineer.
Jon has managed the design and construction of a number of churches. This has included
several LDS meetinghouses with very stringent design criteria. It has also included the
addition to the Good Shepherd Church in Olympia.
As project engineer and manager for a number of downtown Olympia buildings, Jon has
observed the condition of the buildings, prepared repair plans, and then assisted with
construction. Most of these buildings are historic unreinforced masonry buildings so that
repairs must maintain the original aesthetics of the building.
RIM
Erik Martin, P.E.
Professional Engineer
In a career that began after graduation with a Bachelors of
Science in Civil Engineering from University of Washington in
1999, Erik has designed numerous buildings. These buildings
have ranged from the simple to the complex. Projects that are
similar to yours include:
Erik was the project designer on the Twin County Credit
Union New Corporate Headquarters. This 43,444 square
foot three-story building consolidates Twin County Credit
Union's corporate functions into one facility. The
building structure is framed with steel chevron braces,
steel joists and steel pan deck with concrete infill. The
6 Years of Experience
Professional Civil Engineer in
Oregon, and Washington
Expertise that Erik will add
to your project:
• Timber construction
• Steel construction
• Masonry construction
• Building maintenance
building layout leaves the steel braces and steel columns exposed through out the building
and are used as features of interest.
Erik was the project designer on the Auburn Justice Center. This 33,000 square foot
building houses the City of Auburn police, courts, prosecution and probation departments.
The building was originally a one story CMU building with larger wood bow trusses. The
building was seismically retrofitted and a new basement level was added to increase the
building's square footage.
• Erik was the project designer on the Phase 1 Addition to the Good Shepherd Church.
This two story addition includes classrooms and a gymnasium. The gymnasium is light
gage steel framed with unique wood and steel bar trusses.
• Erik was the project designer on the Smyth Landing building. This four story braced
frame building was designed on a combination of spread footing and pile foundations. The
project also included a pre-engineered metal building that will act as a garage.
• Erik was the project designer for many of the buildings that we have designed for
Centennial Contractors at Fort Lewis. These buildings have included pre-engineered steel
buildings, renovations to existing buildings, and accommodations for mechanical upgrades.
• Erik was the project designer for Puget Sound Naval Station Fleet Recreation Building.
The building is a single story tilt -up concrete building with a metal roof.
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Peter W. Wong Associates,
an Intervest affiliate
Commercial Real Estate Finance
June 21, 2005
City of Auburn Planning Department
25 West Main
Auburn, WA 98001
Attention: Paul Krauss
Re: Request For Proposal for Redevelopment of Parking Lot located at 115 A Street
Northwest, Auburn, Washington
Dear Mr. Krauss:
Intervest Mortgage Investment Company/Peter Wong Associates has worked with Jeffrey
Oliphant and JLO Washington Enterprises since 2002. During that time, we have
financed two construction/development projects, including the new award-winning
Auburn Justice Center, with loan commitments totaling over $12,400,000.
Mr. Oliphant delivered both projects on time and within budget. Both loans have been
repaid as agreed.
Although there is not a formal application for the subject redevelopment as of yet, we
would be very excited regarding the opportunity to work with Mr. Oliphant again.
If you have any questions, please feel free to contact me at (425) 635-7667.
Respect ly yoprs
Kevin S. Entner
Vice President
321 Parkplace, Suite 120 - Kirkland, WA 98033
Fax: (425) 635-7668 /(425)828-3040 - Phone: (425) 635-7667/(425) 828-1404