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Home My WebLink About3809 RESOLUTION NO. 3 8 0 9 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A CONTRACT WITH AUBURN REGIONAL MEDICAL CENTER, INC. FOR SALE OF PROPERTY AND DEVELOPMENT OF A PARKING FACILITY WHEREAS, the City of Auburn (City) is the owner of certain real property which had been used as the City's Police Department and Municipal Court facilities; and WHEREAS, the Auburn Regional Medical Center (ARM C) owns adjacent property; and WHEREAS, the City and ARMC have negotiated an agreement which would seek to provide for a joint parking facility, along with other amenities beneficial to both parties, and at costs commensurate with the needs and benefits of each. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 1. That the Mayor and the City Clerk are authorized to execute an agreement in substantial conformity with the Draft Agreement attached hereto, marked as Exhibit "A" and incorporated herein by this reference. Section 2. That the Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. ----------------- Resolution No. 3809 January 11, 2005 Page 1 Section 3. That this Resolution shall take effect and be in full force upon passage and signatures hereon. Dated and Signed this / fl:J-. day Of!Ja4W(' 2005"". IT AU ATTEST: ¡Q(kJ:;xt~ DanJelle E. Daskam, City Clerk APPROVED AS TO FORM: ----------------- Resolution No. 3809 January 11, 2005 Page 2 --- c o . PETER B. LEWIS MAYOR \ ". PURCHASE AND SALE AGREEMENT RECEIVED FEB 0 2 2005 DESIGN & CONSTRUCTION This PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of the 24th day of January, 2005, by and between the CITY OF AUBURN, a Washington municipal corporation ("City"), and AUBURN REGIONAL MEDICAL CENTER, INC., a Washington corporation ("ARMC"). RECITALS A. City is the owner of certain real property and all improvements thereon located in the City of Auburn, Co'unty of King, Washington, which is legally described on Exhibit A attached hereto (the "City Parcel"). The City Parcel includes a single-story building located on the comer of 1st Street NW and North Division Street, which is currently being used as the City's police department and municipal court facility (the "Police/Court Building''). A portion of the City Parcel along A Street NW was formerly occupied by three (3) single-family residences (the "Residences"). B. ARMC is the owner of certain real property located at the comer of 2nd Street NW and North Division Street, which is legally described on Exhibit B attached hereto (the "ARMC Property"). The ARMC Property is currently being used as a surface parking lot. The ARMC Property and the City Parcel are adjacent but separated in part by a public alley-way (the "Alley"). The ARMC Property, the City Parcel and the Alley together constitute all of Block 5, Ballard's L W Park Addition to Slaughter, Auburn, Washington ("Block 5"). C. ARMC desires to purchase the City Parcel and that portion of the Alley which the City will own following completion of the alley vacation procedure set forth in Section 9.1 (which hereinafter shall be referred to collectively as the "City Property") ITom City and develop certain improvements on Block 5, including a new joint public/private parking facility containing three hundred (300) or more vehicular parking spaces (the "Parking Facility") and a new comprehensive cancer center facility or comparable medical facility containing approximately eleven thousand (11,000) square feet of space (the "Medical Building"), together with associated surface parking and landscaping improvements (collectively, the "Project"). D. City desires to sell the City Property to ARMC, on the terms and conditions set forth herein, including the conveyance to City, following completion of the Parking Facility and formation of a commercial condominium, of a condominium unit containing one hundred forty-nine (149) vehicular parking spaces in the Parking Facility, through a condominium (the "Condominium Unit"), all as more fully described in Section 14 below. E. The compensation for the purchase and sale of the City Property hereunder was determined by a per square foot valuation of between $45 and $50 per square foot, comprised of one $450,000 cash payment and conveyance of 149 completed parking stalls valued at $14,000 per stall, for a combined total compensation of $2,536,000, which valuation the parties believe is consistent with going rates for like property, and the consideration further includes ARMC's completion of the Parking Facility and ARMC's conveyance to the City of the Condominium Unit. SEA 1592141v3 18516-23 12127/04 F. City has moved its police department and municipal court to new facilities (the "Justice Center'') ITom the Police/Court Building. G. In addition to setting forth the terms of the purchase and sale of the City Property and the conveyance of the Condominium Unit, the parties desire to set forth their respective duties and obligations with respect to, and the process for development and construction of, the Proj ect. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, City and ARMC 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 City's receipt of the Purchase Price. 1.2 "Closing Date" means the date which is three (3) business days following the expiration of the Due Diligence Period, or such other date as may be agreed upon by the parties. 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 Scott Smouse at Chicago Title Insurance Company, 3400 Columbia Center, 701 Fifth Avenue, Seattle, Washington 98104 (Phone: (206) 628-5693). 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 "Permits" has the meaning as set forth in Section 9.1 below. 1.9 "Purchase Price" has the meaning as set forth in Section 3. , 1.10 "Schematic Plans" means the preliminary plans and layout for development of the Parking Facility, Medical Building and associated surface parking and landscaped areas which is attached hereto as Exhibit C. 1.11 Title Company" means Chicago Title Insurance Company. 2 SEA 1592141v3 18516-23 12121/04 1.12 "Title Policy" means an ALTA (1970 Form B) extended coverage owner's policy of title insurance issued by the Title Company to ARMC with coverage in the amount of Two Million Five Hundred Thirty-six Thousand Dollars ($2,536,000) , showing title to the City Property and Alley vested in ARMC subject only to the Permitted Exceptions. 2 Purchase and Sale. The City agrees to sell to ARMC, and ARMC agrees to purchase ITom City, the City Property and Alley upon the terms and conditions set forth in this Agreement. 3 Purchase Price; Cash Payment. The total cash purchase price for the City Property and the Alley (the "Purchase Price") shall be Four Hundred Fifty Thousand Dollars ($450,000). The Purchase Price, including the Deposit, shall be paid to City in cash at Closing. As additional consideration for the sale of the City Property and the Alley hereunder, ARMC shall complete the Parking Facility and convey the Condominium Unit to City as provided in Section 14 below. 4 Earnest Money Deposit. On execution of this Agreement, ARMC shall deposit with Escrow Agent Fifty Thousand Dollars ($50,000) 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 ARMC and City and all interest earned thereon shall be added to and become a part of the Deposit. 5 Due Diligence. 5.1 Due Diligence Period. ARMC shall have the right for a period of one hundred fifty (150) days ITom the date of this Agreement (the "Due Diligence Period") to conduct ARMC's due diligence review, examination and inspection of all matters pertaining to its acquisition of the City Property and Alley, including such inspections, tests, and surveys as ARMC deems appropriate to determine the suitability of the City Property and Alley for ARMC's intended use. City shall provide ARMC and ARMC's agents and consultants with reasonable access to the City Property and Alley and, to the extent such information is in the possession or control of City, shall provide reasonable access to appropriate information respecting the City Property and Alley, subject to the terms and conditions of this Agreement. ARMC's obligation to purchase the City Property and Alley shall be contingent upon its approval of such property after conducting its due diligence review. If, based upon ARMC's review, examination and inspection, ARMC shall determine in its sole discretion that it intends to acquire the City Property and Alley, then ARMC shall promptly notify City of such determination in writing prior to the expiration of the Due Diligence Period, whereupon ARMC's due diligence contingency shall be deemed satisfied and waived, the Deposit shall become nonrefundable (except as otherwise provided herein), and ARMC shall proceed to Closing. In the event that ARMC shall fail to have delivered such notice to City on or before the expiration of the Due Diligence Period, then this Agreement shall automatically terminate, the Deposit shall be returned to ARMC, and ARMC's rights under this Agreement shall be of no further force or effect. 3 SEA 1592141v3 18516-23 12121104 5.2 Delivery of Due Diligence Items. Within three (3) business days after the date of this Agreement, City shall make available to ARMC for its review, the following items: 5.2.1 Tax Statements. Copies of the real estate tax statements for the City Property for the past two (2) years; 5.2.2 As-Built Plans. Copies of any as-built plans for the Police/Court Building to the extent in City's possession or control; and 5.2.3 Other Documents. All other documents in City's possession or control relating to the City's ownership of the City Property and Alley 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. 5.3 Title Commitment. Promptly after mutual execution of this Agreement, ARMC shall obtain an extended preliminary title insurance commitment covering the City Property and Alley ITom the Title Company (the "Commitment"), together with copies of all recorded documents listed as special exceptions therein. Approval by ARMC of the exceptions to title set forth in the Commitment (other than as hereinafter set forth) shall be a condition precedent to ARMC's obligation to purchase the City Property and Alley. Unless ARMC gives written notice that it disapproves the exceptions to title shown on the Commitment (other than the exceptions to title approved by ARMC and described in Section 5.4 below), stating the exceptions so disapproved, within thirty (30) days after the date of this Agreement, ARMC shall be deemed to have approved such exceptions. If ARMC disapproves any title exceptions, City shall have a ten- (10-) day period after its receipt of ARMC's written notice of disapproval of the same within which to provide written notice to ARMC as to which of such disapproved title exceptions the City will remove (or cause to be removed) ITom title; provided, however, that City shall not be required to actually remove such exceptiones) until Closing. If, for any reason, City's notice given pursuant to the immediately preceding sentence does not covenant to remove all of ARMC's disapproved title exceptions at or prior to Closing, ARMC shall have the right to terminate this Agreement by written notice to City and Escrow Agent given within ten (10) days after the earlier of the expiration of such ten- (10-) day period or the date City informs ARMC that it does not intend to remove the disapproved items (the "Termination Notice"). ARMC's failure to deliver the Termination Notice within such ten- (10-) day period shall be deemed ARMC's approval of any such previously disapproved title exception. If ARMC delivers the Termination Notice within such ten- (10-) day period, the obligation of City to sell, and ARMC to buy, the City Property and Alley as herein provided shall terminate and the Deposit shall be returned to ARMC. ARMC shall have the option to waive the condition precedent set forth in this Section 5.3 by written notice to City. In the event of such waiver, such condition precedent shall be deemed satisfied. 4 SEA 1592141v3 18516-23 12121/04 5.4 Permitted Exceptions. In addition to such other exceptions to title as may be approved by ARMC pursuant to the provisions of Section 5.3 above, ARMC shall accept title to the City Property and Alley subject to the following (collectively, the "Permitted Exceptions"): 5.4.1 The printed exceptions which appear in the ALTA (Form 1970B) form extended coverage owner's policy of title insurance issued by Title Company in the State of Washington; and 5.4.2 Items created by, or on behalf of, ARMC. 5.5 No New Leases or Contracts. Prior to Closing, City shall not enter into any new leases, contracts or agreements affecting the City Property or Alley without the prior written consent of ARMC, except the City may enter into interim contracts or agreements in connection with the management, maintenance, repair or preservation of the City Property and Alley in the normal course of business if each such contract or agreement expires or is terminated at or prior to Closing. 6 ARMC's Right of Entry. ARMC, and its agents and consultants, at ARMC's sole expense and risk, may enter the City Property and the Police/Court Building during the term of this Agreement at reasonable times scheduled in advance with City for the purpose of ARMC's due diligence study of the City Property. ARMC shall (a) exercise care at all times on or about the City Property, and (b) take precautions for the prevention of injury to persons or damage to property on or about the City Property. ARMC shall keep the City Property ITee ITom all mechanics', materialmen's and other liens, and all claims thereof, arising ITom any work or labor done, services performed, or materials and supplies furnished in connection with ARMC's actions in the exercise of its right of entry on the City Property, and ARMC shall indemnifY and defend City against and hold City harmless ITom all such liens and claims. If this transaction fails to close for any reason other than a default by City hereunder, ARMC shall furnish City with a copy of all such inspections, studies and surveys and shall assign or quitclaim all of ARMC's right, title and interest in and to any permits, approvals, or permit or approval applications. 7 Closing. 7.1 Time for Closing. This purchase and sale shall be closed in the office of Escrow Agent on the Closing Date. ARMC and 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 ofthis definition, as available for disbursement to City. 7.2 Closing Costs. 7.2.1 City's Costs. City shall pay (a) the premiums for the standard coverage portion of the Title Policy, including applicable sales tax, (b) one-half (Yz) of all escrow fees and costs, (c) City's share of prorations, if any, (d) all real estate excise taxes due as a result of this transaction, and (e) all assessments for local improvement or special benefit districts. 5 SEA 159214Iv318516-23 12121104 7.2.2 ARMC's Costs. ARMC shall pay (a) one-half (Yo) of all escrow fees and costs, (b) the recording fees for the Deed, (c) ARMC's share of prorations, if any, and (d) any additional premium charged for extended coverage for the Title Policy and any additional endorsements or coverage ARMC may require, including applicable sales tax. 7.2.3 Other Costs. ARMC and City shall each pay its own legal fees and fees of its own consultants. All other costs and expenses shall be allocated between ARMC and City in accordance with the customary practice of King County, Washington. 7.3 Prorations; Credits. 7.3.1 Prorations. The following utility charges shall be apportioned with respect to the Property, based on the number of days City or ARMC each owns the City Property and Alley in the month in which the Closing occurs and based on a three hundred sixty- five (365) day year, as of 12:01 a.m. on the Closing Date, as if ARMC were vested with title to the City Property and Alley during the entire day of the Closing Date: 7.3.1.1 Gas, electricity and other utility charges for which City is liable, if any; such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (which City shall cause to be read not more than two (2) days prior to Closing, if practicable) or, if unmetered, on the basis of a current bill for each such utility. 7.3.1.2 If any errors or omissions are made regarding adjustments or prorations, the parties shall make the appropriate corrections promptly upon the discovery thereof. Any corrected adjustment or proration shall be paid in cash outside of Escrow to the party entitled thereto. The obligations of the parties hereunder to correct adjustments or prorations shall survive the Closing and the execution, delivery and recording of the Deed and shall not be merged into the Deed upon its recording. 7.3.1.3 In addition, the parties acknowledge that, as public property, the City Property and the Alley have not been subject to real property taxation. Accordingly, ARMC shall be responsible for all real property taxes due and owing ITom and after the Closing. 7.4 Closing Documents. 7.4.1 City's Documents. At Closing, City shall deliver to Escrow Agent theJollowing instruments and documents: 7.4.1.1 the City Property and Alley to ARMC; The executed and acknowledged Deed conveying 7.4.1.2 The executed real estate excise tax affidavit to accompany the Deed; and 7.4.1.3 An executed nonforeign person affidavit in the form required under Section 1445 of the Intemal Revenue Code. 6 SEA 1592141v3 18516·23 12121104 7.4.2 ARMC's Documents. At Closing, ARMC shall deliver to Escrow Agent the following funds, instruments and documents: 7.4.2.1 The balance of the Purchase Price in accordance with Section 3; 7.4.2.2 in accordance with Section 7.3; and ARMC's share of costs and expenses as determined 7.4.2.3 referenced in Section 7.4.1.2 above. The executed real estate excise tax affidavit 7.5 Possession. ARMC shall be entitled to possession of the City Property and Alley upon Closing. The Police/Court Building shall be delivered to ARMC in its current, as-is condition at Closing, in broom clean condition with no occupants and all personal property removed. ARMC shall bear the cost of demolition and clearing of the Police/Court Building. 8 Title Insurance. As soon as available after Closing, City shall provide to ARMC the Title Policy, dated as of the Closing Date, subject only to the Permitted Exceptions. 9. Conditions to Closing. 9.1 ARMC's Conditions to Closing. Notwithstanding anything to the contrary set forth herein, ARMC's obligation to close hereunder is expressly subject to satisfaction or waiver by ARMC in writing of each ofthe following conditions: 9.1.1 Permits; Lot Line Adjustment. ARMC shall be responsible for applying for and obtaining all governmental permits, approvals and consents necessary for development and construction of the Parking Facility (the "Permits"). ARMC shall have ~eceived evidence satisfactory to it prior to Closing that the lot lines of the lots comprising Block AS'may be adjusted through an administrative process such that the Parking Facility can be constructed and located on one or more separate legal lots. ~ 9.1.2 Alley Vacation. City shall have completed, at its sole cost, all steps necessary for the complete vacation of the Alley, including adoption and enactment of any required City resolutions and ordinances in connection therewith. ARMC, as owner of the ARMC Property, agrees to cooperate with City in all applications and petitions needed in connection with the Alley vacation, with the compensation to the City for such vacation being ARMC's entry into this Agreement. 9.1.3 No Tanks, Pipes on City Parcel. ARMC shall have received evidence satisfactory to it that all underground storage tanks, associated lines and foundations relating to the Residences on the City Parcel have been removed and properly disposed of. 9.1.4 Condominium Documents. ARMC and City shall have approved the Condominium Documents as described in Section 14.4 below. 7 SEA 1592141v3 18516-23 12121104 9.1.5 Relocation to Justice Center. City shall have relocated all personnel and personal property from the Police/Court Building to the new Justice Center and fully vacated the former. 9.2 City's Conditions to Closing. Notwithstanding anything to the contrary set forth herein, City's obligation to close hereunder is expressly subject to satisfaction or waiver by City in writing of each of the following conditions: 9.2.1 Condominium Documents. City and ARMC shall have approved the Condominium Documents as described in Section 14.4 below. 10. Representations and Warranties. 10.1 City's Representations and Warranties. In addition to any other representations or warranties of City elsewhere in this Agreement, City represents and warrants to ARMC now, and as of the Date of Closing, that: 10.1.1 Authority. City, and the person signing on behalf of City, has full power and authority to execute this Agreement and perform City's obligations hereunder, and all necessary action to authorize this transaction has been taken. 10.1.2 Zoning; Lot Line Adjustment. Redevelopment of Block 5 for purposes of construction and operation of the Parking Facility, the Medical Center and the related improvements reflected on the Schematic Plans is in compliance with the City's current applicable zoning and land use laws and regulations. The lot lines of the lots comprising Block 5" ø may be adjusted through an administrative process such that the Parking Facility can be constructed and located on one or more separate legal lots. 10.1.3 Hazardous Substances. City has not received notification of any kind from any governmental agency suggesting that the City Property or the Alley is or may be targeted for a Hazardous Substances cleanup; to the best of City's knowledge, neither the City Property, the Alley nor any portion thereof is or has been used (a) for the storage, disposal or discharge of oil, solvents, fuel, chemicals or any type of toxic, dangerous, hazardous or biological waste or substance (collectively, "Hazardous Substances"), or (b) as a landfill or waste disposal site; to the best of City's knowledge, neither the City Property nor the Alley has been contaminated with any Hazardous Substances, and the Police/Court Building does not contain any Hazardous Substances, including, without limitation, asbestos or PCBs; and to the best of City's knowledge, there are no underground storage tanks on the City Property or in the Alley. 10.1.4 Other Rights. No person or entity has any right to lease, purchase or condominiumize any interest in the City Property, the Alley or any part thereof. 10.1.5 Demolition of Residences. The City has completed the demolition of the Residences and the removal and proper disposal of any underground storage tanks, associated lines and foundations relating to the Residences. 10.2 ARMC's Representations and Warranties. In addition to any other representations and warranties of ARMC elsewhere in this Agreement, ARMC represents and 8 SEA 1592141v3 18516·23 12121/04 warrants to City now, and as of the Date of Closing, that (a) ARMC 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 ARMC has the authority to bind ARMC to the terms and conditions of this Agreement. 10.3 "AS IS" CONDITION OF PROPERTY. THE PURCHASE PRICE REFLECTS THAT THE CITY PROPERTY AND ALLEY ARE BEING PURCHASED BY ARMC ON AN "AS IS" "WHERE IS" AND "WITH ALL FAULTS" BASIS, EXCEPT TO THE EXTENT OF REPRESENTATIONS AND WARRANTIES SPECIFICALLY MADE BY CITY HEREIN OR IN THE WARRANTY DEED OR OTHER DOCUMENTS TO BE DELIVERED TO ARMC AT CLOSING. ARMC 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 MA Y HAVE BEEN MADE OR GIVEN, OR WHICH MAYBE DEEMED TO HAVE BEEN MADE OR GIVEN, BY CITY OR ITS REPRESENTATIVES, INCLUDING BUT NOT LIMITED TO ANY BROKER, EXCEPT FOR THOSE REPRESENTATIONS, WAR.~NTIES AND COVENANTS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE EXECUTED AND DELIVERED BY 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 CITY AT CLOSING, ARMC HAS NOT RELIED UPON AND WILL NOT RELY UPON, AND CITY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO, AND SHALL HAVE NO LIABILITY FOR: (I) THE CONDITION OF THE CITY PROPERTY AND ALLEY OR ANY BUILDINGS, STRUCTURES OR IMPROVEMENTS LOCATED THEREON OR THE SUITABILITY THEREOF FOR HABITATION, OCCUPANCY OR FOR ARMC'S INTENDED USE OR FOR ANY USE WHATSOEVER; (II) ANY APPLICABLE BUILDING, ZONING OR FIRE LAWS OR REGULATIONS OR WITH RESPECT TO COMPLIANCE THEREWITH OR WITH RESPECT TO THE EXISTENCE OF OR COMPLIANCE WITH ANY REQUIRED PERMITS, IF ANY, OF ANY GOVERNMENTAL AGENCY; (III) THE AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER OR UTILITIES, ANY RIGHTS THERETO, OR ANY WATER, SEWER OR UTILITY DISTRICTS; (IV) ACCESS TO ANY PUBLIC OR PRIVATE SANITARY SEWER SYSTEM; (V) THE FACT THAT ALL OR A PORTION OF THE CITY PROPERTY AND ALLEY MAYBE LOCATED ON OR NEAR AN EARTHQUAKE FAULT LINE; OR (VI) EXCEPT AS SPECIFICALLY SET FORTH ABOVE, THE PRESENCE OF ANY HAZARDOUS SUBSTANCES IN ANY IMPROVEMENTS ON THE CITY PROPERTY OR ALLEY, INCLUDING WITHOUT LIMITATION ASBESTOS OR FORMALDEHYDE, OR THE PRESENCE OF ANY ENVIRONMENTALLY HAZARDOUS WASTES OR MATERIALS ON OR UNDER THE CITY PROPERTY OR ALLEY. 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 CITY AT CLOSING, CITY SHALL HAVE NO LIABILITY TO ARMC WITH RESPECT TO THE CONDITION OF THE CITY PROPERTY OR ALLEY UNDER COMMON LAW, OR ANY FEDERAL, STATE, OR 9 SEA 1592141v3 18516·23 12121/04 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. ARMC HEREBY RELEASES AND WAIVES ANY AND ALL CLAIMS WHICH ARMC HAS OR MA Y HAVE AGAINST CITY UNDER ANY OF THE FOREGOING LAWS OR WITH RESPECT TO THE CONDITION OF THE CITY PROPERTY AND ALLEY, EXCEPT TO THE EXTENT OF ANY CLAIMS ARMC MAY HAVE ARISING FROM ANY EXPRESS REPRESENTATIONS, WARRANTIES OR COVENANTS OF CITY UNDER TillS AGREEMENT OR ANY DOCUMENTS TO BE EXECUTED AND DELIVERED BY CITY AT CLOSING. ARMC ACKNOWLEDGES TO CITY THAT ARMC IS GIVEN THE OPPORTUNITY UNDER THIS AGREEMENT TO FULLY INSPECT THE CITY PROPERTY AND ALLEY AND ARMC ASSUMES THE RESPONSffilLITY AND RISKS OF ALL DEFECTS AND CONDITIONS, INCLUDING SUCH DEFECTS AND CONDITIONS, IF ANY, THAT CANNOT BE OBS D BY CASUAL INSPECTION, SUBJECT TO THE EXCEPTION OF TS EXPRE L FORTH ABOVE. CITY: AR..\.1C: IF A PHASE I ENVIRONMENTAL SITE ASSESSMENT REPORT OR OTHER ENVIRONMENTAL STUDY OR REPORT (COLLECTIVELY, THE "PHASE I REPORT") HAS BEEN DELIVERED BY CITY TO ARMC, THEN, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BY CLOSING THE TRANSACTION AS CONTEMPLATED HEREIN, ARMC AGREES THAT, EXCEPT TO THE EXTENT EXPRESSLY CONTRARY TO ANY REPRESENTATIONS, WARRANTIES OR COVENANTS OF CITY SET FORTH IN THIS AGREEMENT: (A) ARMC SHALL BE DEEMED TO HAVE ACCEPTED ALL RISK ASSOCIATED WITH ADVERSE PHYSICAL CHARACTERISTICS AND EXISTING ENVIRONMENTAL CONDITIONS THAT MAY OR MAY NOT HAVE BEEN REVEALED BY ARMC'S INVESTIGATION OF THE PHASE I REPORT, AND (8) AS BETWEEN CITY AND ARMC, ARMC SHALL BE DEEMED TO HAVE ACCEPTED ALL COSTS AND LIABILITIES ASSOCIATED IN ANY WAY WITH THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE CITY PROPERTY AND ALLEY. ARMC ACKNOWLEDGES AND AGREES THAT CITY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE TRUTH, ACCURACY OR THOROUGHNESS OF THE INVESTIGATION, PREPARATION OR CONTENT OF THE PHASE I REPORT, OR THE COMPETENCE OR ABILITY OF THE PERSONS OR COMPANIES PREPARING SUCH REPORT. ARMC AGREES THAT, BY CLOSING THE TRANSACTION CONTEMPLATED HEREIN, ARMC WILL HAVE HAD AN OPPORTUNITY TO REVIEW THE ABOVE REPORT PRIOR TO THE CLOSING DATE IN ORDER TO MAKE AN INDEPENDENT VERIFICATION OF THE INFORMATION CONTAINED THEREIN, AND THAT ARMC AND ITS ENVIRONMENTAL CONSULTANTS WILL HAVE HAD AN OPPORTUNITY TO CONDUCT TESTS ON THE CITY PROPERTY AND ALLEY. 10 SEA 1592141v3 18516-23 12121104 11. Maintenance of Property; Risk of Loss, Condemnation. 11.1 Maintenance of Property. From the date of this Agreement until the Closing Date (or any earlier termination of this Agreement), City agrees to maintain the Police/Court Building in substantially the same condition existing as of the date hereof, ordinary wear and tear, damage by casualty excepted. 11.2 Risk of Loss; Condemnation. Risk of loss of or damage to the improvements on the City Property shall be borne by ARMC at all times and no event of casualty or damage shall affect the parties' obligations hereunder or the Purchase Price, however, ARMC shall have the right to receive any insurance proceeds due City in connection with any casualty or damage and City hereby covenants to maintain commercially reasonable casualty insurance in place with respect to the Policy/Court Building at all times prior to Closing. City shall promptly notify ARMC of any condemnation or eminent domain proceeding which affects the City Property or the Alley, and 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 City, or a deed in lieu or under threat thereof, which affects a material portion of the City Property !md Alley, ARMC may elect either to terminate this Agreement, or to purchase the City Property and Alley in the condition existing on the Closing Date without adjustment of the Purchase Price. If ARMC elects to terminate this Agreement, the Deposit shall be returned to ARMC. If ARMC elects to purchase the City Property and Alley, City shall not be liable to restore same, and ARMC shall be entitled to any condemnation award or payment in lieu thereof payable to City in its capacity as the owner thereof. 12. Default. 12.1 Time of Essence. Time is of the essence of this Agreement. 12.2 City's Remedies for ARMC's Default and Failure to Close. If ARMC fails, without legal excuse, to complete the purchase of the City Property and Alley in accordance with this Agreement, City's sole and exclusive remedy shall be to retain the Deposit as liquidated damages. ARMC expressly agrees that the retention of the Deposit by City represents a reasonable estimation of the damages in the event of ARMC'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, ARMC and City acknowledge that these damages have been specifically negotiated between ARMC and City and are, inter alia, to compensate City for . delaying the eventual sale of the City Property and Alley and to compensate City for its costs and expenses associated with this Agreement. ARMC hereby waives the rights and benefits of any law, rule, regulation or order now or hereafter existing that would allow ARMC to claim a refund of the Deposit as unearned earnest money, a penalty or for any other reason except default by City. 12.3 City's Remedies for ARMC's Default Under Section 14. Should ARMC breach any of its obligations under Section 14, and such failure shall not be cured by ARMC within thirty (30) days after ARMC's receipt of written notice thereof, City shall have the right to pursue any remedies available to it at law or equity, including specific performance or damages but excluding rescission. 11 SEA 1592141v3 18516-23 12121/04 12.4 ARMC's Remedies for City's Default. If City fails to complete the sale of the City Property and Alley in accordance with this Agreement, ARMC shall have and may enforce the following exclusive remedies: (a) seek specific performance (provided that ARMC acknowledges that because the vacation of the Alley is a police power action of the City, vacation of the Alley cannot be subject to a remedy of specific performance); (h) terminate this Agreement, receive a refund of the Deposit and recover ITom City all of ARMC's actual third- party costs and expenses incurred by it in connection with the transaction and the Project; or (c) seek rescission of this Agreement anå receive a refund of the Deposit. 13. 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 City: With copies to: If to ARMC: With copies to: SEA 1592141v3 18516-23 , 12121/04 City of Auburn Finance Department 25 West Main Street Auburn, WA 98001-4998 Attn: Finance Director City of Auburn City Attorney's Office 25 West Main Street Auburn, WA 98001-4998 Attn: City Attorney Universal Health Services, Inc. 367 South Gulph Road PO Box 61558 King of Prussia, P A 19406 Attn: Donald Pyskacek Auburn Regional Medical Center Plaza One 202 North Division Street Auburn, WA 98001-4908 Attn: Ms. Pat Bailey and to: Dennis E. McLean, Esq. Davis Wright Tremaine LLP 2600 Century Square 1501 Fourth Avenue Seattle, WA 98101-1688 12 Notice of change of address shall be given by written notice in the manner detailed in this Section 13. 14. Development of Project, Parking Facility. As additional consideration for City's willingness to sell the City Property and Alley to ARMC, ARMC hereby covenants and agrees to develop and construct the Parking Facility, form the completed Parking Facility as a commercial condominium under the Condominium Act (as hereinafter defined) and convey the Condominium Unit to City, subject to the following terms and conditions: 14.1 Location; Standards. The Parking Facility shall be located on the western portion of Block 5, substantially as shown on the Schematic Plans, or as otherwise mutually agreed to by the parties. The Parking Facility shall be designed by ARMC's architect and constructed by ARMC's contractor in a manner complying with all applicable state and local standards and traffic safety requirements. 14.2 Design; Permitting. ARMC shall be responsible, at its cost, for designing the Parking Facility and for obtaining all necessary permits for the construction thereof. The design and all plans relating thereto shall be prepared by ARMC's architect, HKS Architects, or such other qualified architect as ARMC may select. The City, acting by and through its Building Department, shall cooperate with ARMC throughout the design and permitting process and the parties shall each use diligence and good faith efforts to accommodate the following schedule: Action Date City's Approval of Schematic Plans February 15,2005 March 15,2005 July 15, 2005 ARMC's Submission of Schematic Plans ARMC's Submission of Construction Drawings City's Approval of Construction Drawings September 15, 2005 October 1, 2005 Issuance of Buìlding Permit The above schedule is subject to delay should ARMC fail to timely submit preliminary plans or construction drawings by the dates specified, such delay to be on a day-for-day basis. 14.3 Completion of Parking Facility. ARMC shall complete construction of the Parking Facility, at its sole cost and expense, and the Parking Facility shall be available for occupancy and use by City on or before January I, 2007, subject to Permitted Delays. The Parking Facility shall be constructed in compliance with all applicable City codes, including the Medical Center District Plan and Chapter 18.22 of the City's Zoning Code. As used herein, 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; (v) extreme or unusual weather conditions, acts of God or 13 SEA 159214lv3 18516-23 12121/(14 unforeseen soil conditions; or (vi) City's failure to timely adhere to the approval schedule set forth in Section 14.2 above. 14.4 Parking Facility Condominium. It is the intent of the parties that following completion of the Parking Facility, ARMC will form a commercial condominium for the Parking Facility and ARMC shall convey to City at that time the Condominium Unit, which shall contain one hundred forty-nine (149) vehicular parking spaces and shall be located and configured consistent with that shown in the Schematic Plans or as otherwise agreed to in writing by the parties pursuant to the provisions of Chapter 64.34 RCW or any successor statute then in effect (the "Condominium Act"). The forms of the Condominium Declaration, Articles and Bylaws for the Condominium Owners Association and related documents necessary for formation and operation of the Condominium (collectively, the "Condominium Documents"), shall be prepared by ARMC in accordance with the Condominium Act and submitted to City within one hundred twenty (120) days after the date of this Agreement. Among other provisions, the Condominium Declaration shall grant each unit owner the right of first refusal to purchase the other unit owner's interest in the Condominium at the then fair market value thereof, should a unit owner ever desire to sell its interest to third parties. The Condominium Documents shall be subject to City's review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. rfthe form of Condominium Documents has not been agreed upon by the parties by the end of the' Due Diligence Period, then this Agreement shall automatically terminate and the Deposit shall be returned to ARMC. If the Condominium Documents are approved by City and Closing occurs, then upon formation of the Condominium ARMC shall convey the Condominium Unit to City for no additional consideration, ITee and clear of all liens and encumbrances other than the Condominium Documents and such other exceptions as City may reasonably approve. City shall be responsible for all recording costs and excise taxes, if any, applicable to the conveyance of the Condominium Unit, however ARMC shall obtain for City at ARMC's cost a standard coverage owner's title insurance policy issued by Title Company, insuring City as the owner of the Condominium Unit with coverage in the amount of Two Million Eighty-Six Thousand Dollars ($2,086,000), and containing a standard condominium endorsement. 14.5 Operations. The Parking Facility shall be designed in such a manner as to provide for separate access and entrances to ARMC's parking spaces and City's parking spaces under the Condominium Documents and each party shall be responsible for the operation and day-to-day cleaning and maintenance of their respective condominium units. The Condominium Documents shall provide for maintenance, repair and replacement of the structural and common elements of the Parking Facility through assessments and the Condominium owners' association. 15. Development of Medical Building. ARMC shall develop and construct the Medical Building, as and approximately where indicated on the Schematic Plans, at its sole cost and expense. ARMC initially intends to use the Medical Building for operation of a comprehensive cancer center or comparable medical facility and associated uses containing approximately eleven thousand (11,000) square feet of space. City shall cooperate with ARMC in connection with the approval of plans and issuance of permits for construction of the Medical Building and related improvements, including landscaping and site improvements. ARMC shall substantially complete construction and occupancy of the Medical Building on or before 14 SEA 1592141v3 18516-23 12121/04 January I, 2008, subject to Permitted Delays. ARMC shall be responsible for demolition of the Police/Court Building, if and to the extent required in connection with ARMC's development of the Medical Building, at ARMC's sole cost and expense. 16. General. This is the entire agreement of ARMC and 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 ARMC and 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. 17. Commissions. City represents to A.R.MC that City has engaged no broker, agent or finder in connection with the negotiations leading to this Agreement. ARMC represents to City that ARMC 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 ITom and against any claims for broker's, agent's, or finder's fees or commissions arising ITom or through the actions of the indemnifying party. 18. Assignment. ARMC may, without need of City's consent but after at least five (5) days prior written notice to City, one time only assign this Agreement and ARMC's rights hereunder prior to Closing to an entity owned or controlled by ARMC or Universal Health Systems, Inc. or which is under common control with ARMC or Universal Health Systems, Inc., but no such assigmnent shall release ARMC ITom 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 ITom 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 City shall not market nor list the City Property or Alley for sale, nor accept any offers ITom third parties with respect to sale of the City Property or Alley. 21. Reservation of Police Power. Notwithstanding anything to the contrary set forth herein, ARMC understands and acknowledges that the City's authority to exercise its police (regulatory) powers in accordance with applicable law with respect to the vacation of the Alley shall not be deemed limited by the provisions of this Agreement. 15 SEA 1592141v3 18516·23 12121/04 22. set forth. CITY: ARMC: EXHIBITS: Exhibit A Exhibit B Exhibit C SEA 1592141v3 18516-23 12121/04 Exhibits. Exhibits A through h attached hereto are incorporated herein as if fully SIGNED in duplicate original as of the date first above written. CI\~_<= By Peter . ewis, Mayor '" Attest: i1a£d~J 'City Clerk AUBURN REGIONAL MEDICAL CENTER, a Was' ton corporation By Name Title Legal Description of City Property Legal Description of ARMC Property Schematic Plans 16 (additional ARMC signatures) UHS OF DELA WARE, INC., a Delaware corporation ~{", Signature Name: Michael Marquez Title: Vice President/Acute Care/Western Region By: By: Documentl 16A G EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Lots 5,6, 7,8,9,10,11,12,13,14,15,16, l7and l8,Block5,LWBa1lard'sParkAdditionto Slaughter, according to the plat thereof recorded in Volume 3 of Plats, Page 91, King County, Washington; together with the vacated 10 feet strips of right-of-way along A Street NW and along Division Street North adjacent thereto, in Auburn, King County, Washington. Assessor's Property Tax Parcel Numbers: 049200-0320-08; 049200-0325-03; 049200-0340-04; 049200-0370-07; 049200-0385-00; 049200-0390-03; and 049200-0410-09. A-I SEA 1592141v3 18516-23 12121/04 EXHIBIT B LEGAL DESCRIPTION OF ARMC PROPERTY Lots 1,2,3 and 4, Block 5, L W Ballard's Park Addition to Slaughter, according to the plat thereof recorded in Volume 3 of Plats, Page 91, King County, Washington; together with the vacated 10 feet strips of right-of-way along Division Street North adjacent thereto, in Auburn, King County, Washington. B-1 SEA 1592141v3 1851&-23 12121/04 EXHIBIT C SCHEMATIC PLANS [Four (4) page site plan showing levels 1 through 4 oCParking Garage/Cancer Center, prepared by HKS Architects) I ", I;iIA"llNl:> I KH 11Li'l Jul (2004 9:29 P.06 ""' \_) EXHIBIT A 2nd Street NW ! " ~.---, ~~~~ ~'~t ~~ ~"~ ~... TI E~val ~ I I ~I ~~~' sp eel, X -VLY 7 þCts ~ ~' ( ¡ ) ~:.: 1~li ...... !! Elev.O' I' ~ ~ j ¡r- : !; ; .. "I ~ ~= ì ("~.! rl~'1¡L- ~ Ii - GI :5 - '41ì 'Q --..... '-(UV - ú) l~L /~ ':I! ~ ~ l11: v ¡ ¡ >- U' :£ 101-0" -~ Selback ~ ~ II ~ Cancer Center :~;ck - I! ! 11 N S .. ~ g- ~ 1 I ~ EkwnO'\ ----~----- 11+ Chy Parking 15t Street NW ... b!l ~~ Surface Level One Level Two ....vet Three l.øve4 Four T0181 13 spaces 615 apaceG 108 spa... 108 spaces 104 8Þacea 389 spe... Level One Floor Plan ~ ''0 5 10 20 30 40 April 2&, 2004 80 NorIh HI<S Parking Garage/Cancer Center Auburn, Washington oc_ 07/07/2004 WED 09:28 [Tx/RX NO 7714] Iai006 ~1JM1N1SII<RI1UN Jul ? 2004 9:29 P.O? , fJ r t - SUrface Parking E!.... = 10' Eløv = 10' Befow .,. #. , ... ... I (\It (\It I .. OJ I ! u ] I ... .. .. I .. 2 11 ... I .. c .. ~ ... .. '" ~- . . , I I I I I ., ;. Cancer Center .. '# @I (Root) .. @I .. ., ] u ~ WI S 0 0 .. S ~ .. c .. .. j!¡ :> Q f;!ev = 10' Elev . 10' III n_n_~~"":""n_________-.J . .. Level Two Floor Plan ~ North Surface LÐvol One Level Two L.eveITh'''' Level Four Total 13 spaces 56 aMIce. 108 .paceo 108.p.""" 104 spaces ~ opac... o 5 10 20 SO j() April 26: 2004 . 80 HI<S Parking Garage/Cancer Center Auburn, Washington 1- 07/07/2004 WED 09:28 [TX/RX NO 7714 J IíII 007 ('IDMINISTRATION Jul (2UU4 ~:LY p.œ " ) t r-;~- - - - - -- - - -,-;~ - - --.- - - - - --1 sp . I I Bey = +30' Elev ~ +30' ~ I. .. t @¡ I :I .. .", I Š .. i!. 0 .1 .. a a. .. ~ ::I .... " .... .... ! Elev = +35' Ga~ Elev = +35" ';/. .. 8 ... ~ Ii ~ u @ a. .. .. ~ <> ~ .. .... It .... !O .. Q ~I.y = +30' Elev;= +3(1' sp eM L:~ta~ _ _ _ _ _ _ _ _ _ _ ~~~ . _ _ _ _ _ _ _ _ _ _ ~ " . '. Level Four Floor Plan ~ Surface level One LeyelTwa Leyel Three Level four TOIaI o 5 10 ZO 3D 40 April :IS, 2004 NOl1h 8Ø 13sp...... 56 SPlICeS 101 spaces 101 speces 104 .PIIO". 389 speces HI<S Parking Garage/Cancer Center Auburn, Washington IUJ_ D7/07/2004 WED 09:Z8 [TX/RX NO 77141 ~008 '- FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT RECEIVED FES 2 3 2005 DESIGN & CONSTRUCTION This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is entered into as of the 9th day of February, 2005, by and between the CITY OF AUBURN, a Washington municipal corporation ("City"), and AUBURN REGIONAL MEDICAL CENTER. INC., a Washington corporation ("ARMC"), with reference to that certain Purchase and Sale Agreement between the parties dated as of January 24, 2005 (the "Agreement"). For good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, City and ARMC hereby agree to amend the Agreement as follows: A. Modification of Section 14.2. Section 14.2 of the Agreement is hereby superceded and replaced by the following: 14.2 Design; Permitting, ARMC shall be responsible, at its cost, for designing the Parking Facility and for obtaining all necessary permits for the construction thereof. The design and all plans relating thereto shall be prepared by ARMC's architect, HKS Architects, or such other qualified architect as ARMC may select. The City, acting by and through its Building Department, shall cooperate with ARMC throughout the design and permitting process and the parties shall each use diligence and good faith efforts to accommodate the following schedule: Action Date City's Approval of Schematic Plans April 1, 2005 May 1,2005 ARMC's Submission of Schematic Plans ARMC's Submission of Construction Drawings September 1, 2005 City's Approval of Construction Drawings Issuance of Building Permit November 1, 2005 December 1, 2005 The above schedule is subject to delay should ARMC fail to timely submit preliminary plans or construction drawings by the dates specified, such delay to be on a day-for-day basis. B. Ratification; Terms; Counterparts. The City and ARMC hereby confirm that the Agreement is and shall remain in full force and effect, as modified by the terms of this Amendment. Upon full execution of this Amendment, the term "Agreement" shall mean and refer to the Agreement as amended by this Amendment. Capitalized terms used herein and not defined in this Amendment shall have the meanings as set forth in the. Agreement. This /' · . '- Amendment may be executed in multiple counterparts, all of which shall constitute one and the same instrument when executed by the parties. SIGNED in duplicate original as of the date fIrst above written. CITY: :1¥ Peter . Lewis, Mayor ---> , Attest: .1J¡2iúQf ~ City Clerk í Appr~as to fØrIIf I' .' ..~ I '..... / / ------. ----- ARMC: AUBURN REGIONAL MEDICAL CENTER, a Washington corporation ~ By _ N:une 0~Y'15ì /)o'~\ TItle \ SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is entered into as of the 2200 day of June, 2005, by and between the CITY OF AUBURN, a Washington municipal corporation ("City"), and AUBURN REGIONAL MEDICAL CENTER, INC., a Washington corporation ("ARMC"), with reference to that certain Purchase and Sale Agreement between the parties dated as of January 24, 2005, as amended February 9, 2005 (collectively, the "Agreement"). For good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, City and ARMC hereby agree to amend the Agreement as follows: A. Extension of Due Diligence Period. Notwithstanding anything to the contrary in the Agreement, City and ARMC hereby agree that the Due Diligence Period shall be extended until 5:00 p.m. (PDT) July 7, 2005. B. Ratification; Terms; Counterparts. The City and ARMC hereby confirm that the Agreement is and shall remain in full force and effect, as modified by the terms of this Amendment. Upon full execution of this Amendment, the term "Agreement" shall mean and refer to the Agreement as amended by this Amendment. Capitalized terms used herein and not defined in this Amendment shall have the meanings as set forth in the Agreement. This Amendment may be executed in multiple counterparts, all of which shall constitute one and the same instrument when executed by the parties. SIGNED in duplicate original as of the date first above written. CITY: CITY O. F AUBURN ./' ~' r... ~ ,//.. A / /;"- t - I,,: ! Iff....:' .If., ' By /Jf0' g ,f-Ûv¡)(Ú ~ (j/C ',,- [Jf/ Peter B. Lewis, MayO~ W~i1{~.1v '-/~~~ ¡IS:» 7fj¿~ 1 Czer APPro ed to 0 : /1 (Ii /' -~ ! ¡ j I i J ARMC: AUBURN REGIONAL MEDICAL CENTER, a Washington corporation By Name Title ~- ! f; THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT This THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is entered into as of the 7th day of July, 2005, by and between the CITY OF AUBURN, a Washington municipal corporation ("City"), and AUBURN REGIONAL MEDICAL CENTER, INC., a Washington corporation ("ARMC"), with reference to that certain Purchase and Sale Agreement between the parties dated as of January 24, 2005, as amended February 9, 2005 and June 22, 2005 (collectively, the "Agreement"). For good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, City and ARMC hereby agree to amend the Agreement as follows: A. Extension of Due Diligence Period. Notwithstanding anything to the contrary in the Agreement, City and ARMC hereby agree that the Due Diligence Period shall be extended until 5:00 p.m. (PDT) July 22,2005. B. Ratification; Terms; Counterparts. The City and ARMC hereby confirm that the Agreement is and shall remain in full force and effect, as modified by the terms of this Amendment. Upon full execution of this Amendment, the term "Agreement" shall mean and refer to the Agreement as amended by this Amendment. Capitalized terms used herein and not defined in this Amendment shall have the meanings as set forth in the Agreement. This Amendment may be executed in multiple counterparts, all of which shall constitute one and the same instrument when executed by the parties. SIGNED in duplicate original as of the date first above written, CITY: :~ Peter B. Lewis, Mayor ---" - --;-:> A~ ,'/ ¡¿ür:#JJa~~~ éity erk n I ARMC: AUBURN REGIONAL MEDICAL CENTER, a Washington corporation By Name Title .... JUL-07-2005 THU 03: 17 PM ,II)! - 7 p. 002 THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT This THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") i. entered into as of the 7'10 day of 1llly, 2005, by and between the CITY OF AUBURN, a Washington municipal corporation ("City"), and AUBURN REGIONAL MEDICAL CENTER, INC., a Waahington cOl1'oration ("ARMC"), with reference to that certain Purch... and Sale Agreement between the pBlties dated as of JanualY 24, 2005, as amended February 9, 2005 and June 22, 2005 (conectively, the "Agrl:;ement"). For good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, City and ARMC hereby agree to amend the Agre..ment as follows: A. Extension of Due Diligence Period. Notwitbstanding anything to tbe contrary in tbe Agreement, City and ARMC hereby agree that the Dne Diligence Period shall be extended until 5:00 p.rn. (pDT) July 22, 2005. B. Ratification; Tel'lns; Counterparts. The City and ARMC hereby confirm that the Agreement is and shall remain in full force and effect, as modified by tI,e ten"s of this Amendment. Upon full execution of this Amendment, the tel'ln "Agreemenf' shall mean and refer to the Agreement as amended by this Amendment. Capitalized tel1na used berein and not defined in tlris Amendment shall have dle meanings as set ford, in the Agreement. Tlris Amendment may be executed in multiple counterparts, all ofwbiob shaJl constitute one and the SBlne instrument wben executed by tbe parties. SIGNED in duplicate original as ofthe date first a\JOve written. CITY: ClTY OF AUBURN By Peter B. Lewis, Mayor Attest: City Clerk Approved as to form: Aubu1l1 City Attol'1ley ARMC: AUBURN REGIONAL MEDICAL CENTER, a Washington Co1'Por~ r;J}~ tw~.¡.{ Title , .'- ~ July 21, 2005 City of Auburn 25 West Main Street Auburn, WA 98001 Attention: Shelley Coleman, Chief Financial Officer Re: Real Estate Purchase and Sale Agreement - Auburn Regional Medical Center Dear Shelley: This is wTitten with reference to the Real Estate Purchase and Sale Agreement entered into by and between the City of Auburn (the "City") and Auburn Regional Medical Center ("ARMC"), dated as of January 24, 2005, as amended (the "Purchase Agreement"). The Purchase Agreement covers certain real property owned by the City and located within Block 5 in Auburn, Washington (the "Property"). In the course of ARMC's due diligence review of the Property, ARMC contracted with Holmvig, DeWitt & Associates, Inc. to prepare a current survey of the Property, including the vacated alley on the Block. A copy of the survey, dated as of June 15, 2005, is attached hereto as Exhibit A (the "Survey"). The Survey confirms the existence of the following utility lines within the alley and Block 5: 1. A sanitary sewer line (green) that runs through the center of the alley. This is a City utility. 2. A water line (blue) that runs from the southern boundary line of the alley, through the southern portion and connects to the police department building. This is a City utility. 3. A water line (blue) running east to west along the southerly portion of the Block which connects to the line that serves the police department building noted in paragraph 2 above. This is also a City utility and will be referred to hereinafter as the "Southern City Water Line." 4. A gas line (olive) that runs from the northern boundary line of the alley, through the alley to a point that connects to the existing police department building located on the southeastern portion of the Block. This is a line used by Puget Sound Energy for natural gas. When the City recently vacated the alley on the Block, it reserved certain easements for existing utilities located in the alley, retained the right to grant new utility easements through the SEA 1661217v418516.23 alley and allocated responsibility for relocation costs associated with future relocation of existing utilities. In consideration of ARMC's willingness to waive its due diligence contingency under the Purchase Agreement and proceed to closing thereunder, the parties hereby agree to do the following: A. The City hereby covenants and agrees to relinquish and abandon any and all easement rights for utilities, access or other purposes affecting all or any portion of the alley, whether retained or granted by the City, including existing easements for City-owned utility lines. The City shall execute and deliver to ARMC such instruments and documents as may be necessary and appropriate to evidence the foregoing relinquishment and abandonment of record, on request of ARMC or any title insurance company providing title insurance to ARMC or its lender(s) secured by the Property or any portion thereof. B. If any of the existing utility lines in the alley are main or distribution lines (as opposed to service lines) and must be relocated, prior to ARMC's commencement of construction of the Parking Facility the City shall, at its cost and expense, be responsible for the relocation of such utility lines. ARMC shall be responsible for removing service utility lines within the alley after they are abandoned, at its cost and expense. C. Prior to Closing under the Purchase Agreement, the City shall obtain a written acknowledgment from Puget Sound Energy confirming its agreement to relinquish, release and abandon any easement rights it may have or assert with respect to the gas utility line identified in paragraph 4 above, such acknowledgment to be in a form acceptable to ARMC and Chicago Title Insurance Company. Following discontinuance of gas service to the former municipal court/policy department building, the City shall promptly obtain a recordable abandonment document from Puget Sound Energy to release such easement rights of record. D. The parties acknowledge that the Southern City Water Line is located approximately 15 feet north of the southern boundary line of the Property along I st Street NW. As currently planned, the Parking Facility improvements may encroach over all or some portion of the Southern City Water Line as now located. If it becomes necessary to relocate the Southern City Water Line in connection with the construction of the Parking Facility, then the City shall be responsible for the cost of such relocation. The City and ARMC both agree to cooperate with one another and use good faith efforts to explore alternative arrangements for City-required set- backs for the Parking Facility in order to avoid or minimize the necessity for relocating the Southern City Water Line, including the possibility of obtaining a variance for the required building set-back on the northern boundary line of the Property. If the Southern City Water Line remains on any portion of the Property, ARMC agrees to provide the City with an easement for such line, in form and content reasonably acceptable to ARMC. SEA 1661217v4 18516-23 2 -- Capitalized terms used in this letter and not defined herein shall have the meanings as defined in the Purchase Agreement. This letter, when signed by both ARMC and the City, shall be deemed to supplement and amend the Purchase Agreement. We look forward to working with the City on closing and redevelopment of the site. Sincerely, AUBURN REGIO MEDICAL CENTER By: Its: RECEIPT ACKNOWLEDGED AND TERMS AND CONDITIONS ACCEPTED: ton municipal corp .~ -...... By I eter B. Lewis, Mayor Attest: ~/~ ziJfl~ City lerk /1_ n ) Attachment: Exhibit A - Survey SEA 1661217v418516-23 3 < ~ ,- .a ,- .a " ~ D" _.&&~--_. .tmID!H1lIIINDiIlIlfIBlYIIllll.UL\DCDm "ON! 'mlvcossyyJ.IJ/6IICI 'DIAIt1OH . ~:!~ ~. ~ ~ ~E i~- I',: l;ii~ ~~ i~ ~ .. ~ ~ I!: ~~~: t~ ~H~r~~ ...;;;~L... ~. =i " :! ~ I: ~ " ~!; .' " '" ~, ~H~ ~~ ~~ ~~ ~; !~ '. u ..",-M' 1.0<.0'''''' \ . .-! . ____...--:.~.~..'~:r<.1J -4 ::t ~H \1 .~t~~ JU H~~~ KO.WNIHSVM ",UN.'lOO0tmI ~J"":3911-NIU.(]S""I3...."tl13N ':>NI 'SHIl ~OdA3A~nSAHdVHDOdO~ ~O} ~~~ ~~ 1 . ,I t:~ . ! 1;. t ~ ~~ , I ii '. . e~;- " i ~~ ....><~ ------- +: ~i~ js~ ....t.-_____ --~ _--l n !i " , : ~ ~ ! 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'.I 1 ~n . .. ! ________1- I ~:: ~H Hs !l~~~ ",-~..., FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT This FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is entered into as of the 24th day of January, 2006, by and between the CITY OF AUBURN, a Washington municipal corporation ("City"), and AUBURN REGIONAL MEDICAL CENTER, INC., a Washington corporation ("ARMC"), with reference to that certain Purchase and Sale Agreement between the parties dated as of January 24, 2005, as amended February 9, 2005, June 22, 2005 and July 7, 2005 (collectively, the "Agreement"). For good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, City and ARMC hereby agree to amend the Agreement as follows: A. Modification of Section 14. Section 14 of the Agreement is hereby modified as follows: 1. The schedule of actions set forth in Section 14.2 of the Agreement is hereby superceded and replaced with the following schedule: Action Date ARMC's Submission of Schematic Plans Ilrr' I ,2005 , 1'1"-1 / , 2005 ( Nov , 2005 City's Approval of Schematic Plans ARMC's Submission of Construction Drawings City's Approval of Construction Drawings ,2006 Issuance of Building Permit ,2006 2. The date "January I, 2007" in the first sentence of Section 14.3 of the Agreement is hereby replaced with the date "September 1,2007." B. Modification of Section 15. The date "January I, 2008" in the fourth sentence of Section 15 is hereby replaced with the date "September I, 2008." C. Ratification; Terms; Counterparts. The City and ARMC hereby confirm that the Agreement is and shall remain in full force and effect, as modified by the terms of this Amendment. Upon full execution of this Amendment, the term "Agreement" shall mean and refer to the Agreement as amended by this Amendment. Capitalized terms used herein and not defined in this Amendment shall have the meanings as set forth in the Agreement. This Amendment may be executed in multiple counterparts, all of which shall constitute one and the same instrument when executed by the parties. SIGNED in duplicate original as of the date first above written. CITY: CITY OF A ~ ........... ~ By Ar,St: ". . (\ .... ,~{l . r .J l;~,l&0/~t~ . '.' t{.{.2:.t~ Ci Clerk ARMC: AUBURN REGIONAL MEDICAL CENTER, Inc, a Washington corporation By Name Title tr--lf#O~^'ij: FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT This FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is entered into as of the ??ay of March, 2008, by and between the CITY OF AUBURN, a Washington municipal corporation ("City"), and AUBURN REGIONAL MEDICAL CENTER, INC., a Washington corporation ("ARMC"), with reference to that certain Purchase and Sale Agreement between the parties dated as of January 24, 2005, as amended February 9, 2005, June 22, 2005, July 7, 2005 and January 24, 2006 (collectively, the "Agreement"). For good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, City and ARMC hereby agree to amend the Agreement as follows: A. Adjusted Size of Parking Facility. Notwithstanding anything to the contrary in Recitals C and D to the Agreement, City and ARMC hereby acknowledge and agree that the Parking Facility shall contain two hundred ninety-two (292) vehicular parking spaces and the Condominium Unit shall contain one hundred forty-five (145) vehicular parking spaces. B. Updated Development Schedule for Parking Facility. Notwithstanding anything to the contrary in Section 14.2 of the Agreement, City and ARMC hereby acknowledge and confirm the following with respect to the development schedule for the Parking Facility: 1. ARMC expects to break ground and commence construction of the Parking Facility no later than December 1, 2008. 2. ARIVIC expects to have substantially completed the Parking Facility no later than August 1, 2009. The foregoing dates are good faith estimated deadlines, subject to delay for causes not within ARMC's reasonable control. C. Modification of Section 14.3. The date "September 1, 2007" in the first sentence of Section 14.3 of the Agreement is hereby replaced with the date "August 1, 2009." D. Modification of Section 14.4. In the first sentence of Section 14.4 in the Agreement, the total number of vehicular parking spaces to be included in the Condominium Unit is hereby modified to be one hundred forty-five (145). In the last sentence of Section 14.4, the coverage amount of the title insurance policy to be provided to City is hereby modified to be Two Million Thirty Thousand Dollars ($2,030,000). In addition, in consideration for City's agreement to reduce the total number of vehicular parking spaces in the Condominium Unit by four (4), ARMC shall pay to City, in cash at the time of conveyance of the Condominium Unit to City, the amount of Fifty-six Thousand Dollars ($56,000), as an additional Purchase Price payment. DWT 1607514v11 0018516-000023 E. Modification of Section 14.5. Section 14.5 in the Agreement is hereby deleted and replaced in its entirety with the following: 14.5 Operations. The Parking Facility shall be designed in such a manner as to provide for two separate access and entrances, one for the joint use of City and ARMC (and their respective employees and invitees) and one for the exclusive use of ARMC, its employees and invitees. Prior to substantial completion of the Parking Facility, ARMC and City shall use good faith and diligent efforts to agree upon and enter into a joint operation and management agreement for the Parking Facility that addresses and governs, among other things: access to and use of ARMC's parking spaces and City's parking spaces; the day-to-day management, cleaning and maintenance of the Parking Facility; security issues; and allocation of income and expenses relating to the Parking Facility. The Condominium Documents shall provide for maintenance, repair and replacement of the structural and common elements of the Parking Facility through assessment and the Condominium owner's association. F. New Section 14.6. The following new Section 14.6 is hereby added to and made a part of the Agreement. 14.6 Design for Future Additional Floors; Development Rights. City and ARMC have agreed that the Parking Facility structure shall be designed and constructed to accommodate the possible addition of two (2) full additional floors in the future. The Condominium Documents shall describe and reserve, as a declarant development right pursuant to RCW 64.34.236, the right of ARMC (as declarant) to construct in the future up to two (2) full additional floors atop the Parking Facility (for a total of four [4] above-ground floors) and to add any such additional floors to the Condominium when completed. The additional costs and expenses of designing and constructing the initial Parking Facility structure to accommodate and support up to four (4) above-ground floors shall be paid by ARMC. ARMC shall retain the rights to determine whether and when any additional floors are actually constructed and added to the Condominium in the future, including how they will be paid for and owned. G. Modification of Section 15. The date "September 1, 2008" in the fourth sentence of Section 15 of the Agreement is hereby replaced with the date "August 1, 2009." The Medical Building will initially be a two (2) floor structure, however it will be designed and constructed to accommodate up to an additional two (2) floors in the future. H. Updated Schematic Plans. The Schematic Plans as defined in the Agreement mean the updated Site Plan and Parking Garage Plan for Levels 1 through 3, prepared by HKS DWT 160751411 0018516-000023 Architects and dated as of October 5, 2007, a copy of which is attached hereto as substitute Exhibit C, which hereby supersedes and replaces Exhibit C to the Agreement. 1. Ratification; Terms; Counterparts. City and ARMC hereby confirm that the Agreement is and shall remain in full force and effect, as modified by the terms of this Amendment. Upon full execution of this Amendment, the term "Agreement" shall mean and refer to the Agreement as amended by this Amendment. Capitalized terms used herein and not defined in this Amendment shall have the meanings as set forth in the Agreement. This Amendment may be executed in multiple counterparts, all of which shall constitute one and the same instrument when executed by the parties. SIGNED in duplicate original as of the date first above written. CITY: CITY AUBURN By --- Peter . Lewis, Mayor Attest City Jerk as ARMC: AUBURN REGI?NAL MEDICAL CENTER, a Washington core ration By_ Name Title Attachment: Exhibit C - Schematic Plans DWT 1607514v 11 0018516-000023 EXHIBIT C SCHEMATIC PLANS DWT 1607514v1100 18516-000023 Pakring Garage Level 3 Plan O 0 .5 25 6 Auburn Medical Office Building & Parking Garage 05 12October 2007 ` N Auburn, Washington H KS Pakring Garage Level 2 Plan 0 .5 25 5 Auburn Medical Office Building & Parking Garage 05 12 October 2007 ` N Auburn, Washington H KS Pakring Garage Level 1 Plan 25 Auburn Medical Office Building & Parking Garage 05 12October 2007 soy N Auburn, Washington H KS 2nd Street NW mC=+ -710- 8-UrIm- Cam 1 at Street NW Existing City Hall Site Plan 0 .5 25 October 2007 soy N Auburn Medical Office Building & Parking Garage 05 12 Auburn, Washington H KS 2nd Street NW 3 Level Parking Garage J? Surface Cars PAINTED / +23' STRIPES 1 Story 1 Sto Linac Vaul ry z d L C1) d C +23 2 Story p ® Cancer Q Center & C4 IL M.O.B. S ® Z 28,300 GSF O PAINTED J STRIPES L +23 77 cars 20 TO I ?- PROPERTY LINE 149 Cars - City Contract SIDEWALK - 152 Cars - ARMC 1 st Street NW 301 Cars + 12 Surface Cars Existing City Hall She Plan 1 I I O_: a e m az. 1 Auburn Cancer Center & Parking Garage 21 February M N Aubum, Washington H KS glc 3 Q a3 I en Cl) CD 0 .r QO M 01 a z O S 0 C e r?^ ?r ro ° Q O ?- 3 -6' O IX O fo m 0 m O 3 1 y? yW tlR W q N q tl q tl Iq N ul I I ? 1 1 Y-6' N 0 m N z O a S m qa 0 z O CA) A q71 m a Q O 1 1 11'-61, '11-4: L3. 11, g" ° m i 'o o o nA sm m oA m i N 3 0 Aoriol View hem Nobug Imps • MMC PmpeeM Auburn Cancer Center & Parking Garage ?w M6em, Woshloghm HKS Axial Ihaw Imm Soathwem Imogn - AAA1C Pmpael Auburn Cancer Center 3 Parking Garage AuWm, Wad*gWo HKS l ># Swift Eros im Elwal ms • MMC Propmel womb Auburn Cancer Center & Parking Garage Auhm, WaNnpbn H KS SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT This SIXTH AMENDMENT TO ,PURCHASE AND SALE AGREEMENT (this "Amendment") is entered into as of the day of October, 2008, by and between the CITY OF AUBURN, a Washington municipal corporation ("City"), and AUBURN REGIONAL MEDICAL CENTER, INC., a Washington corporation ("ARMC"), with reference to that certain Purchase and Sale Agreement between the parties dated as of January 24, 2005, as amended February 9, 2005, June 22, 2005, July 7, 2005, January 24, 2006 and March 5, 2008 (collectively, the "Agreement"). For good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, City and ARMC hereby agree to amend the Agreement as follows: A. Adjusted Size of Parking Facility. Notwithstanding anything to the contrary in Recitals C and D to the Agreement or in the Fifth Amendment to Purchase and Sale Agreement, City and ARMC hereby acknowledge and agree that the Parking Facility shall contain three hundred three (303) vehicular parking spaces and the Condominium Unit shall contain one hundred forty-five (145) vehicular parking spaces. B. Updated Development Schedule for Parking Facility. Notwithstanding anything to the contrary in Section 14.2 of the Agreement or in the Fifth Amendment to Purchase and Sale Agreement, City and ARMC hereby acknowledge and confirm the following with respect to the development schedule for the Parking Facility: ARMC expects to have substantially completed the Parking Facility no later than December 31, 2009. The foregoing date is a good faith estimated deadline, subject to delay for causes not within ARMC's reasonable control. C. Modification of Section 14.3. The date "August 1, 2009" in the first sentence of Section 14.3 of the Agreement is hereby replaced with "December 31, 2009." D. Modification of Section 14.5. Section 14.5 in the Agreement is hereby deleted and replaced in its entirety with the following: 14.5 Operations. The Parking Facility shall be designed in such a manner as to provide for a single vehicular access entrance/exit for the joint use of City and ARMC (and their respective employees and invitees). Prior to substantial completion of the Parking Facility, ARMC and City shall use good faith and diligent efforts to agree upon and enter into a joint operation and management agreement for the Parking Facility that addresses and governs, among other things: access to and use of ARMC's parking spaces and City's parking spaces; the day-to-day management, cleaning and maintenance of the Parking Facility; security issues; and allocation of income and expenses relating to the Parking Facility. The Condominium Documents shall provide for maintenance, repair and replacement of the structural and common elements of the Parking Facility through assessment and the Condominium owner's association. E. Deletion of Section 14.6. Section 14.6 of the Agreement, added in the Fifth Amendment to Purchase and sale Agreement, is hereby deleted in its entirety and shall be of no further force or effect. F. Modification of Section 15. The fourth sentence in Section 15 of the Agreement is hereby deleted and replaced in its entirety with the following: ARMC shall substantially complete construction of the shell and core of the Medical Building on or before December 31, 2009. G. Updated Schematic Plans. The Schematic Plans as defined in the Agreement mean the updated Site Plan, Floor Plans and Elevations for City Center Parking, prepared by TGBA Architects, a copy of which is attached hereto as substitute Exhibit C, which hereby supersedes and replaces all prior versions of Exhibit C to the Agreement. H. Ratification; Terms; Counterparts. City and ARMC hereby confirm that the Agreement is and shall remain in full force and effect, as modified by the terms of this Amendment. Upon full execution of this Amendment, the term "Agreement" shall mean and refer to the Agreement as amended by this Amendment. Capitalized terms used herein and not defined in this Amendment shall have the meanings as set forth in the Agreement. This Amendment may be executed in multiple counterparts, all of which shall constitute one and the same instrument when executed by the parties. DWT 11892259v2 0018516-000023 2 SIGNED in duplicate original as of the date first above written. CITY: CITY By Peter B. Attest: I ?Iy /1 City Clerk Ap roved as t urn Cify- Attorney ARMC: AUBURN REGIONAL MEDICAL CENTER, a Wa Attachment: Exhibit C - Schematic Plans By Nai Tit] DWT 11892259v2 0018516-000023 3 EXHIBIT C SCHEMATIC PLANS DWT 11892259v2 0018516-000023 ?? ?? g? ?o C {? ? 7 O U d D w E '? fj a p u 7 +- ?. 0 a c s ? ? ? ? ?? ,? ? ? ? t ? o a u? 0 w ? ? e ? v e t y L a? s ? E ? A 44 m C a .mi xCf m v ?? ?w N G ?i ?0 d +?+ ?n .Z g ?` 4 ?? A? ?f ?y C M L 'a n A 1 i i i i S rL3 t a 2 N A Z i? ;s 10 D N La °c m 13 SEVENTH AMENDMENT TO PURCHASE AND 5ALE AGREEMENT THIS SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is entered into as of the day of February, 2010, by and between the CITY OF AUBURN, a Washington municipal corporation ("City"), and AUBURN REGIONAL MEDICAL,CENTER, INC., a Washington corporation ("ARMC"), with reference to that ceitain Purchase and Sa1e Agreement between the parties dated as of January 24, 2005, as amended February 9, 2005, June 22, 2005, July 7, 2005, July 21, 2005, January 24, 2006, Mazch 5, 2008, and October 31, 2008 (collectively, the "Agreement"). For good and valuable considera.tion, the receipt and sufficiency of which are hereby mutually acknowledged, City and ARMC hereby agree that the Agreement is amended as follows: • A. Adjusted Size of Parking Facility. Notwithstanding anything to the contrary in Recitals C and D to the Agreement or in the Fifth and Sixth Amendments to Purchase and Sale Agreement, City and ARMC hereby acknowledge and agree that the Pazking Facility shall contain three hundred six (306) vehicular parking spaces and the Condominiuxn Unit shall contain one hundred forty-five (145) vehiculaz pazking spaces. B. Parking Facility Condominium. Notwithstanding anything to the contrary in Section 14.4 of the Agreement, City and ARMC hereby acknowledge and agree that the right of first refusal described in Section 14.4 of the Agreement instead sha11 be a right of first offer as described in the Condorninium Declaration approved by City and ARMC. C. Modification of Section 14.5. Section 14.5 of the Agreement is hereby deleted and replaced in its entirety with the following: 14.5 Operations. The Parking Facility shall be designed in such a mapner as to provide for a single vehicular access entrance/exit for thejoint use of City and ARMC (and their respective employees and invitees). The Condominium Documents sha11 provide for maintenance, repair, and replacement of the structural and common elements of the Parking Facility through assessment and the Condominium owner's association. E. Liability for Real Estate Excise Tax. City and ARMC believe that the conveyance of the Condominium Unit by ARMC to City is exempt from real estate excise tax under WAC 458-61A-201(1) because no consideration is to be given by City to ARMC in exchange for the Condominium Unit, and City has confirmed the correctness of that belief with an official of the Washington State Department of Revenue. Notwithstanding the foregoing, City and ARMC hereby acknowledge and agree, consistent with Section 7.2.1 af the Agreement, that City shall be liable for any real estate excise tax due in connection with the conveyance of the Condominium Unit, including withaut limitation-any tax, interest, and penalties, in the event any such tax, interest, or penalties are due in connection with the conveyance of the Condominium Urut. F. Approval of Condominium Documents; Description af Condominium Unit. City and ARMC hereby acknowledge and agree that they have approved the forms of the Condominium Documents as described in Section 14.4 of the Agreement and that the Condominium Unit to be conveyed by ARMC to City comprises Condominium Units 4, 5, 6, 9, 11, 12, 13, 14, 19, 20, 21, 22, 27 and 29 as described in the Condominium Documents. The Condominium Documents approved by City and ARMC include without limitation the Condominium Documents transmitted by ARMC's counsel to City's counsel on December 13, 2009, and the Novernber 11, 2009, revised version of the Condominium Stuvey Map and Plans. SIGNED in duplicate original as of the date first above written. CITY: C OF ~ ~ By - 7~~ Peter B. Lewis, Mayor Attest: City Clerk Appro ed t n Au urn City Attomey AgMC: AUBURN REGIONAL MEDICAL CENTER, a ' Washington corporation By g7"~..- Name Title 2 DWT 13781652v1 0018516-000023