Loading...
HomeMy WebLinkAboutITEM VIII-B-2k CITY OF AUBURN Y WASHINGTON AGENDA BILL APPROVAL FORM Agenda Subject: Resolution No. 4393 Date: September 2, 2008 Department: Attachments: Budget Impact: Human Resources Resolution No . 4393 Administrative Recommendation: City Council adopt Resolution No. 4393. Background Summary: A resolution authorizing the Mayor and City Clerk to execute a purchase and sale agreement between the City of Auburn and Auburn Professional Plaza for real property. S0902-1 A3.13.4, 03.4.1.1 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 Tabled Until Councilmember: Backus Staff: Heineman Meeting Date: September 2, 2008 Item Number: V111.6.2 AUBURN* MORE THAN YOU IMAGINED RESOLUTION NO.4 3 9 3 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 PROFESSIONAL PLAZA LLC FOR REAL PROPERTY WHEREAS, the City owns certain real properties in the downtown Auburn area; and WHEREAS, Auburn Professional Plaza, LLC is interested in purchasing property in order to develop a multi-tenant mixed-use condominium building; and WHEREAS, the Auburn Professional Plaza, LLC desires to purchase the property and the City desires to sell the real property 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: 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 Professional Plaza, LLC for the purchase of real property, 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. Resolution No. 4393 August 13, 2008 Page 1 of 2 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 effect upon passage and signatures hereon. Dated and signed this day of , 2008. CITY OF AUBURN PETER B. LEWIS MAYOR ATTEST: Danielle E. Daskam, City Clerk APP OVED A FORM: n el B. 016id, City Attorney Resolution No. 4393 August 13, 2008 Page 2 of 2 REAL ESTATE PURCHASE AND SALE AGREEMENT This REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of the day of , 2008, by and the CITY OF AUBURN, a code city of the state of Washington (hereinafter the "CITY") and between AUBURN PROFESSIONAL PLAZA, LLC, a Washington limited liability company (hereinafter the "PURCHASER"). RECITALS: A. The CITY is the owner of certain real properties and all improvements thereon located in the City of Auburn, County of King, Washington, which are legally described on Exhibit A attached hereto, and depicted for illustrative purposes only on Exhibit B attached hereto. B. The PURCHASER is interested in acquiring the real property so described on Exhibit A and to develop and construct on the property, and on other adjacent real property owned by the PURCHASER, a multi-tenant mixed-use condominium building in accordance with other agreements whereby portions of the building would be available to the CITY for use as governmental offices; and C. The PURCHASER desired to purchase, and the CITY desires to sell the real property so described on Exhibit A, on the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the CITY and the PURCHASER 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 "Additional Parcels" means those parcels of real property located in King County identified in Exhibit C attached hereto. 1.2 "Closing" or "Close of Escrow" means the recordation of the Deed in the Official Records and receipt of the Deed. 1.3 "Closing Date" means the date selected by the PURCHASER on or after the date the Contingencies are satisfied, but in no event later than December 31, 2008. 1.4 "Contingencies" mean the Purchaser Contingencies and the City Contingencies set forth in Section 8 of this Agreement. 1.5 "Deed" means a statutory warranty deed. 1.6 "Escrow" means the escrow opened with Escrow Agent for the consummation of the transaction described in this Agreement. 1.7 "Escrow Agent" means Pacific Northwest Title Company of Washington, Inc. (Phone: (206) 622-1040). Page 1 1.8 "Official Records" means the official real property records of King County, Washington. 1.9 "Opening of Escrow" means the date a fully executed copy of this Agreement is deposited with Escrow Agent. 1.10 "Purchase Price" has the meaning as set forth in Section 3. 1.11 "Parties" includes collectively the CITY and the PURCHASER. 1.12 "Project" means the new multi-tenant mixed-use condominium building to be constructed on the Parcels and the Additional Parcels as more particularly described in the Lease Agreement set forth in Section 6.4 below. 1.13 "Parcels" means the five (5) parcels of real property totaling approximately 21,600 square feet located in King County identified in Exhibits A & B which are attached hereto. 1.14 "Permitted Exceptions" means those title exceptions set forth on Exhibit D attached hereto. 1.15 "Right to Repurchase" has the meaning as set forth in Section 18. 1.16 "Title Company" means Pacific Northwest Title Company of Washington, Inc. 1.17 "Title Policy" means an ALTA (2006) owner's policy of title insurance issued by the Title Company to the purchaser with coverage in the amount of purchase price, showing title to the Parcels vested in PURCHASER subject only to the pre-printed exceptions and the Permitted Exceptions. The Title Policy shall have extended coverage if the PURCHASER provides the Title Company with a survey meeting the Title Company's requirements. 2. PURCHASE AND SALE. The CITY agrees to sell to the PURCHASER, and the PURCHASER agrees to purchase from CITY, the Parcels upon the terms and conditions set forth in this Agreement. 3. PURCHASE PRICE. The total cash purchase price for the Parcels (the "Purchase Price") shall be One Million Five Hundred Eighteen Thousand One Hundred Seventy Three Dollars and No/100's ($1,518,173.00). 4. EARNEST MONEY DEPOSIT. On execution of this Agreement, the PURCHASER shall deposit with Escrow Agent One Thousand Dollars and No/100's Dollars ($1,000.00) 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 the PURCHASER and the CITY and all interest earned thereon shall be added to and become a part of the Deposit. 5. PURCHASER'S RIGHT OF ENTRY. The PURCHASER, and its agents and consultants, at the PURCHASER'S sole expense and risk, may enter the Parcels during the term of this Agreement at reasonable times scheduled in advance with the CITY for the purpose of the PURCHASER'S due diligence study of the Parcels. The PURCHASER shall (a) exercise care at all times on or about the Parcels, and (b) take precautions for the prevention of injury to persons or Page 2 damage to property on or about the Parcels. The PURCHASER shall keep the Parcels 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 PURCHASER'S actions in the exercise of its right of entry on the Parcels, and the PURCHASER 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, the PURCHASER shall furnish the CITY with a copy of all such inspections, studies and surveys and shall assign or quitclaim all of the PURCHASER'S right, title and interest in and to any permits, approvals, or permit or approval applications. The PURCHASER's obligations under this Section 18 shall survive the termination of the Agreement, the Closing and the recording of the Deed. 6. CLOSING. 6.1 Location and Date. The PURCHASER'S property acquisition transactions shall be closed in the office of Escrow Agent on the Closing Date. The PURCHASER and the CITY shall deposit in Escrow with Escrow Agent all instruments, documents and monies necessary to complete the sales 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 Parties. 6.2 Closing Costs. 6.2.1 City Costs. The CITY shall pay the cost of the Title Policy (including extended coverage), any State documentary stamps (Revenue Stamps) which are required to be affixed to the instrument of conveyance, any taxes on the conveyance of real property (Real Estate Excise Tax), and any recording fees. 6.2.2 Purchaser Costs. The PURCHASER shall pay the cost for any survey required for issuance of the Title Policy, any endorsements to the Title Policy (other than for extended coverage) and the cost of its due diligence. 6.2.3 Other Costs. The PURCHASER and the CITY shall each pay their own legal fees and fees of their respective consultants. All other costs and expenses shall be allocated between the PURCHASER and the CITY in accordance with the customary practice in King County, Washington. 6.3 Real Property Taxation. The parties acknowledge that the Parcels will be subject to real property taxation after the date of the Closing and that all Real Estate taxes for the year of the Closing shall be prorated as of the date of Closing. All Real Estate taxes accruing after the date of Closing shall be the obligation of the PURCHASER. 6.4 City Closing Documents. At Closing, the CITY shall deliver to Escrow Agent the following instruments and documents: 6.4.1 The executed and acknowledged Deed for the Parcels, in a form acceptable to the PURCHASER, conveying the Parcels to the PURCHASER; 6.4.2 The executed real estate excise tax affidavit to accompany the Deed; 6.4.3 An executed non-foreign person affidavit in the form required under Section 1445 of the Internal Revenue Code; Page 3 6.4.4 The executed and acknowledged Lease Agreement, in the form agreed to by each of the Parties, in their sole discretion (the "Lease Agreement"); 6.4.5 The executed and acknowledged Parking Garage Agreement (as defined in the Lease Agreement), in the form agreed to by each of the Parties, in their sole discretion; 6.4.6 The executed and acknowledged SNDA (as defined in the Lease Agreement), in the form agreed to by each of the Parties, in their sole discretion; 6.4.7 The executed and acknowledged the Memorandum of Lease with Option to Purchase and Right of Repurchase, in the form agreed to by each of the Parties, in their sole discretion; and 6.4.8 An executed closing statement consistent with this Agreement. 6.5. Purchaser Closing Documents. At Closing, the PURCHASER shall deliver to Escrow Agent the following instruments, documents and funds: 6.5.1 The executed real estate excise tax affidavit to accompany the Deed; 6.5.2 The executed and acknowledged Lease Agreement, in the form agreed to by each of the Parties, in their sole discretion (the "Lease Agreement"); 6.5.3 The executed and acknowledged Parking Garage Agreement (as defined in the Lease Agreement), in the form agreed to by each of the Parties, in their sole discretion; 6.5.4 The executed and acknowledged SNDA (as defined in the Lease Agreement), in the form agreed to by each of the Parties, in their sole discretion; 6.5.5 The executed and acknowledged the Memorandum of Lease with Option to Purchase and Right of Repurchase, in the form agreed to by each of the Parties, in their sole discretion; 6.5.6 The executed and acknowledged Mel's Plus Parking Agreement (as defined in the Lease Agreement), in the form agreed to by each of the Parties, in their sole discretion; 6.5.7 An executed closing statement consistent with this Agreement; 6.5.8 The balance of the Purchase Price in accordance with Section 3 and Section 4; and 6.5.9 The PURCHASER'S costs and expenses as determined in accordance with Section 6.2. 6.6 Possession. The PURCHASER shall be entitled to possession of the Parcels upon Closing, subject to the Permitted Exceptions. 7. TITLE INSURANCE; TITLE. As soon as available after Closing, the CITY shall provide to the PURCHASER the Title Policy, dated as of the Closing Date, subject only to the Permitted Page 4 Exceptions. The PURCHASER shall take title to the Parcels subject only to: zoning, restrictions, prohibitions and other requirements imposed by governmental authority; taxes and assessments (general and special), matters that would be disclosed by a survey of the Parcels, and the Permitted Exceptions. Any financial encumbrances, liens and security interests on the Parcels shall be satisfied by the CITY prior to Closing, so that the title to the Parcels when conveyed shall be free and clear of any said financial encumbrances, liens and/or security interests (other than taxes and assessments). If title cannot be made so insurable prior to Closing Date the Deposit shall, unless the PURCHASER elects to waive such defects or encumbrances, be refunded to the PURCHASER, less any unpaid costs, and this Agreement shall thereupon be terminated (except PURCHASER's obligations under Section 5 above, which obligations shall survive termination of this Agreement). 8. CONDITIONS TO CLOSING; CONTINGENCIES. 8.1 Purchaser's Contingencies. The PURCHASER'S obligation to Close hereunder is expressly subject to satisfaction or waiver in writing by the PURCHASER, in its sole judgment and discretion, of each of the following conditions (the "Purchaser's Contingencies"): 8.1.1 Acquisition by the PURCHASER of the Additional Property from its current owners. 8.1.2 Receipt by the PURCHASER of all building permits and similar approvals to construction the Project from all governmental agencies having jurisdiction (the "Required Permits"). 8.1.3 Receipt by the PURCHASER of a construction loan commitment for construction of the Project, satisfactory to the PURCHASER, in its sole discretion. 8.1.4 The CITY shall have performed its obligations hereunder and all deliveries to be made by the CITY at Closing have been tendered. 8.2 City's Contingencies. The CITY'S obligation to Close hereunder is expressly subject to satisfaction or waiver in writing by the CITY, in its sole judgment and discretion, of each of the following conditions (the "City's Contingencies"): 8.2.1 Acquisition by the PURCHASER of the Additional Property from its current owners. 8.2.2 Receipt by the PURCHASER of the Required Permits. 8.2.3 Receipt by the PURCHASER of a construction loan commitment for construction of the Project, satisfactory to the CITY, in its sole discretion. 8.2.4 Approval of this Agreement, the other closing documents and the transaction represented hereby by the City Council of the CITY. 8.2.5 The CITY's receipt of a statement, made under penalty of perjury, from PURCHASER and its Washington licensed general contractor that they have executed a contract for the construction of the mixed-use condominium project described in the Lease. 8.2.6 The PURCHASER shall have performed its obligations hereunder and all deliveries to be made by the CITY at Closing have been tendered. Page 5 8.3 Failure of Contingencies. So long as a party is not in default hereunder, if any contingency to such party's obligation to proceed with the Closing has not been satisfied as of the Closing Date, such party may, in its sole discretion, (i) terminate this Agreement, by delivering written notice to the other party on or before the Closing Date (in which event the Deposit shall be refunded to the PURCHASER, less any unpaid costs, and this Agreement shall thereupon be terminated except for the PURCHASER's obligations under Section 5 above, which obligations shall survive termination of this Agreement), or (ii) elect on or before the Closing Date to close, notwithstanding the non-satisfaction of such contingency, in which event such party shall be deemed to have waived any such contingency. Any failure to timely elect to proceed under clauses (i) or (ii) above, shall be deemed an election to proceed under clause (i) above. 9. REPRESENTATIONS AND WARRANTIES. The CITY makes no representations or warranties, express or implied, concerning the condition of the Parcels. The PURCHASER is familiar with the Parcels and expressly agrees to accept them "AS IS, WITH ALL FAULTS, EASEMENTS, and RESTRICTIONS." The PURCHASER shall be responsible for demolition of structures, relocation of utilities, removal of hazardous materials, or any other cost associated with ownership or development of the Parcels. 10. 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 Parcels in substantially the same condition existing as of the date hereof, excepting for ordinary wear and tear, and damage by casualty. 11. TIME: Time is of the essence for this Agreement. Any reference herein to time periods of less than six (6) days shall in the computation thereof, exclude Saturdays, Sundays and legal holidays, and any time period provided for herein which shall end on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. of the next business day. 12. 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: To the PURCHASER: Auburn Professional Plaza, LLC c/o Michael John Klein, Esq. 5743 Corsa Avenue, Suite 216 Westlake Village, California 91362 with concurrent copies to: Auburn Professional Plaza, LLC P.O. Box 1294 Auburn, Washington 98071-1294 Attention: Jeffrey Oliphant, President Page 6 and to: Anthony Rafel, Esq. Rafel Law Group, PLLC 999 Third Avenue, Suite 1600 Seattle, Washington 98104 To the CITY: City of Auburn 25 West Main Street Auburn, Washington 98001-4998 Attention: Mayor with concurrent copies to: City of Auburn 25 West Main Street Auburn, Washington 98001-4998 Attention: City Attorney or to such other. and additional addresses as either party may from time to time designate for this purpose; Provided that notice of change of address shall be given by written notice in the manner detailed in this Section 12. 13. GENERAL. This Agreement and the documents delivered at Closing set forth the entire agreement of the PURCHASER 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 the PURCHASER 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 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. 14. COMMISSIONS. The CITY represents to the PURCHASER that the CITY has engaged no broker, agent or finder in connection with the negotiations leading to this Agreement. The PURCHASER represents to the CITY that the PURCHASER 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. PURCHASER hereby discloses to CITY that the president of PURCHASER (who is also the principal officer of PURCHASER'S manager) is the designated broker of a Washington licensed real estate broker that is not part of this transaction. 15. ASSIGNMENT. Neither Party may assign its interest in this Agreement in whole or in part with out the prior written consent of the other Party, in the other Party's sole discretion, provided that in the event of any assignment or transfer of rights hereunder, the provisions of this Agreement Page 7 shall be binding on the heirs, successors and assigns of the Parties, respectively. No assignment shall relieve the originally-named PURCHASER of any liability hereunder unless a written release is provided by the CITY. 16. 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. 17. EXCLUSIVITY. During the term of this Agreement the CITY shall not market nor list the Parcels for sale, nor accept any offers from third parties with respect to sale of the Parcels. 18. RIGHT TO REPURCHASE. The PURCHASER shall use commercially reasonable efforts to commence construction of the Project (as evidenced by completion of excavation and shoring and the pouring of foundations) within eighteen (18) months after the Closing Date (the "Outside Construction Commencement Date"). The PURCHASER agrees that in the event (1) the PURCHASER fails to commence construction of the Project by the Outside Construction Commencement Date for any reason or (2) the CITY elects to terminate the Lease Agreement under subsection 29.3 of the Lease Agreement, the CITY shall have the right, in the CITY's discretion, at anytime thereafter, to purchase the Parcels (the "Right to Repurchase") for the Purchase Price without reimbursement for any hard or soft costs incurred by the PURCHASER in connection with the development of the Parcels or the Additional Parcels, which Right to Repurchase must be exercised by written notice delivered to the PURCHASER after the Outside Construction Commencement Date and before the PURCHASER commences construction, or, in the event the CITY elects to terminate the Lease Agreement under subsection 29.3 of the Lease Agreement, within thirty (30) days of the CITY electing to terminate the Lease Agreement under subsection 29.3 of the Lease Agreement; provided, in any event, the Right to Repurchase must be exercised by the CITY with five (5) years after the Closing Date. The CITY may direct the PURCHASER to convey title directly to the CITY or directly to any third party or other designee. The PURCHASER shall pay all excise taxes in connection with such transfer. Utilities costs will be prorated as of the date of repurchase. Real estate taxes and assessments will be prorated as of the date of repurchase. The deed and other documents will be in substantially the same form as used to convey the Parcels to the PURCHASER. No additional encumbrances shall exist on title to the Parcel other than the Permitted Exceptions or those that were approved in writing by the CITY. The PURCHASER shall be responsible, at its cost, for removing any such additional encumbrances on title and, if requested by the CITY, terminating the Condominium Documents (as defined in the Lease Agreement). In addition, as part of the repurchase of the Parcels, the PURCHASER shall (i) assign to the CITY (or its designee), without representation or warranty and without additional compensation, all of its right, title and interest in and to all permits, licenses, approvals, plans, studies, condominium documents, and other similar documents and materials associated with the Project and (ii) execute and deliver such other documents, certificates and instruments reasonably necessary in order to effectuate the repurchase described herein or otherwise customarily delivered in connection with the conveyance of property in King County, Washington. The PURCHASER's obligations under this Section 18 shall survive the Closing and the recording of the Deed. 19. RESERVATION OF POLICE POWER. Notwithstanding anything to the contrary set forth herein, the PURCHASER 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. 20. EXHIBITS. Exhibits and attached hereto are incorporated herein as if fully set forth. Page 8 This Real Estate Purchase And Sale Agreement signed in duplicate original effective as of the date first above written. CITY OF AUBURN AUBURN PROFESSIONAL PLAZA, LLC a Washington limited liability company Peter B. Lewis, Mayor By: Jeffrey Oliphant, President of its Manager Attest: Danielle Daskam, City Clerk Approved as to form: 9/z?- j 41-1 - Daniel . Heid, Auburn it/Attorney EXHIBITS Exhibit A, Legal Description of Parcels Exhibit B, Depiction of Parcels Exhibit C, Legal Description of Additional Parcels Exhibit D, Permitted Exceptions Page 9 EXHIBIT A The following real property, all of which is situated in the City of Auburn, King County, Washington: PARCEL A: Lots 5 and 6, Block O, L.W. Ballard's Park Addition to Slaughter, according to the plat thereof recorded in Volume 3 of Plats, page 91, in King County, Washington. PARCEL C: Lot 4, Block O, First Addition to the Town of Slaughter, according to the plat thereof recorded in Volume 2 of Plats, page 84, in King County, Washington; EXCEPT that portion conveyed to Yale Investment Company, a corporation, by deed recorded under Recording Number 2601863, in King County, Washington, more particularly described as follows: Beginning at the southeast corner of said lot; Thence northerly along the east line of said lot to the northeast corner of said lot; Thence west along the north line of said lot, 16.75 feet to a point in the center line of a concrete wall; Thence south along the center line of said concrete wall, to a point in the south line of said lot, which is 16.53 feet west of the point of beginning; Thence east along south line of said lot, 16.53 feet to the point of beginning. PARCEL D: That portion of Lot 4, Block O, First Addition to the Town of Slaughter, according to the plat thereof recorded in Volume 2 of Plats, page 84, in King County, Washington, more particularly described as follows: Beginning at the southeast corner of said lot; Thence northerly along the east line of said lot to the northeast corner of said lot; Thence west along the north line of said lot, 16.75 feet to a point in the center line of a concrete wall; Thence south along the center line of said concrete wall, to a point in the south line of said lot, which is 16.53 feet west of the point of beginning; Thence east along south line of said lot, 16.53 feet to the point of beginning. Exhibit A Page 1 of 2 PARCEL E: The west half of Lot 3, Block O, First Addition to the Town of Slaughter, according to the plat thereof recorded in Volume 2 of Plats, page 84, in King County, Washington. PARCEL F: The east half of Lot 3, Block O, First Addition to the Town of Slaughter, according to the plat thereof recorded in Volume 2 of Plats, page 84, in King County, Washington. Exhibit A Page 2 of 2 EXHIBIT B I rrmw isr;r vc,. Auburn Parking Lot D02C!W619 15 alley Mecca jade Rail .'30.82DCUi?3 9 86R Exhibit B N rT? Page 1 of I EXHIBIT C The Premises consists of the following real property, all of which is situated in the City of Auburn, King County, Washington: PARCEL B: Lot 7, Block O, L.W. Ballard's Park Addition to Slaughter, according to the plat thereof recorded in Volume 3 of Plats, page 91, in King County, Washington. PARCEL G: The west half of Lot 2, Block O, First Addition to the Town of Slaughter, according to the plat thereof recorded in Volume 2 of Plats, page 84, in King County, Washington. PARCEL H: The east half of Lot 2, Block O, First Addition to the Town of Slaughter, according to the plat thereof recorded in Volume 2 of Plats, page 84, in King County, Washington. PARCEL I: Lot 1, Block O, First Addition to the Town of Slaughter, also land lying easterly of said lot between said lot and Auburn Avenue and north of Main Street and south of the public alley extending east and west on the north of said Block O, being more particularly described as follows: Beginning at the southwest corner on said Lot 1, Block O, and running easterly along the south line of said lot extended along the northerly line of Main Street to the intersection of said northerly line of Main Street with the west line of Auburn Avenue; Thence northeasterly along the west line of Auburn Avenue to the intersection of said west line of Auburn Avenue with the southerly line of the above mentioned alley; Thence westerly along the south line of said alley to the northwest corner of said Lot 1; Thence southerly along the westerly line of said Lot 1 to the point of beginning Exhibit C Page 1 of 1 EXHIBIT D 50930529.2 Permitted Exceptions ((Pending Title Policy) Exhibit D Page 1 of 1