HomeMy WebLinkAbout4375RESOLUTION NO. 4 3 7 5
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, APPROVING THE PURCHASE
AND SALE AGREEMENT BETWEEN THE CITY OF
AUBURN AND THE STRATFORD GROUP FOR THE
PURCHASE/SALE OF CERTAIN PARCELS OF
PROPERTY LOCATED IN THE DOWNTOWN AREA OF
AUBURN
WHEREAS, the City of Auburn is the owner of certain parcels of property
located in the downtown Auburn area; and
WHEREAS, the Stratford Group, is, also, the owner of certain parcels of
property located in the downtown Auburn area; and
WHEREAS, in order to promote the development of properties within the
downtown area, it would be advantageous for the City to transfer certain parcels
to the ownership to the Stratford Group, and for the Stratford Group to, in turn,
transfer certain parcels of property to the City; and
WHEREAS, the proposed reciprocal transfers of parcels from one to the
other would create a more favorable environment for development by the
Stratford Group and by the City in that their respective parcels would be more
closely contiguous and development would be more easily able to be
accomplished.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows:
Resolution No. 4375
June 25, 2008
Page 1 of 2
Section 1. That the City Council approves the agreement for the
purchase and sale of real property together with its addendum number 1 in a
form in substantial conformity with the attached Exhibits "A," "B" and "C,"
incorporated herein by this reference.
Section 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of
this legislation.
Section 3. This resolution shall be in full force and effect upon
passage and signatures hereon.
Dated and Signed this day of NtA/ ?4 , 2008.
CIT OF
PETER B`'LEWIS
MAYOR
ATTEST:
Da 'elle E. Daskam, City Clerk
APPRaVE1)-AS TO FORM/-I
B. H66,
Resolution No. 4375
June 25, 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 o Z , 2008, by and the CITY OF AUBURN, a
Washington municipal corporation as b th a Seller and Purchaser (hereinafter the
"CITY) and between THE STRATFORD COMPANY, a Washington limited liability
company, as both a Seller and Purchaser (hereinafter the "THE STRATFORD
COMPANY LLC").
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 C attached hereto.
B. THE STRATFORD COMPANY LLC 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 B attached hereto, and depicted for
illustrative purposes only on Exhibit C attached hereto.
C. THE STRATFORD COMPANY LLC and the CITY desire to exchange
land parcels from one another, 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, CITY and THE STRATFORD
COMPANY LLC 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 receipt of the Deed.
1.2 "Closing Date" means any mutually agreeable date on or before August 15, 2008.
1.3 "CITY Parcels" means the two CITY parcels totaling approximately 21,142
square feet located in King County offered for sale to THE STRATFORD COMPANY
LLC as identified in Exhibit A which is attached hereto.
1.4 "Deed" means a statutory warranty deed.
PURCHASE AND SALE AGREEMENT
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1.5 "Escrow" means the escrow opened with Escrow Agent for the consummation of
the transaction described in this Agreement.
1.6 "Escrow Agent" means Chicago Title Insurance Company (Phone: (253) 945-
9140).
1.7 "Official Records" means the official real property records of King County,
Washington.
1.8 "Opening of Escrow" means the date a fully executed copy of this Agreement is
deposited with Escrow Agent.
1.9 "Purchase Price" has the meaning as set forth in Section 3.
1.10 "Parties" includes collectively the CITY and THE STRATFORD COMPANY LLC.
1.11 "Project" is the demolition of existing buildings, new building construction, site
development improvements (e.g. sidewalks, grading, utilities, etc.), and all associated
permits required by the City.
1.12 "THE STRATFORD COMPANY LLC Parcels" means the two THE
STRATFORD COMPANY LLC parcels totaling approximately 30,000 square feet
located in King County offered for sale to the City as identified in Exhibit B which is
attached hereto.
1.13 Title Company" means Chicago Title Company.
1.14 "Title Policy" means an ALTA (1970 Form B) extended coverage 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 the seller's subject only
to the Permitted Exceptions.
2. PURCHASE AND SALE.
2.1 The CITY agrees to sell to THE STRATFORD COMPANY LLC, and THE
STRATFORD COMPANY LLC agrees to purchase from CITY, the CITY Parcels upon
the terms and conditions set forth in this Agreement.
2.2 THE STRATFORD COMPANY LLC agrees to sell to the CITY, and the CITY
agrees to purchase from THE STRATFORD COMPANY LLC, THE STRATFORD
COMPANY LLC Parcels upon the terms and conditions set forth in this Agreement.
3. PURCHASE PRICE.
PURCHASE AND SALE AGREEMENT
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3.1 The total cash purchase price for the CITY'S Parcels ( "THE STRATFORD
COMPANY LLC'S Purchase Price") shall be One Million Ninety Two Thousand Three
Hundred Five Dollars and Noll 00's ($1,092,305.00).
3.2 The total cash purchase price for THE STRATFORD COMPANY LLC' S Parcels
(the "CITY'S Purchase Price") shall be One Million Five Hundred and Ninety Nine
Thousand Nine Hundred Dollars and Noll 00's ($1,599,900.00).
3.3 The CITY shall pay Five Hundred Seven Thousand Five Hundred Ninety Five
Dollars and No1100's ($507,595.00) to the STRATFORD COMPANY LLC in cash at
Closing, which is the net difference between the purchase prices set forth in Sections 3.1
and 3.2.
4. EARNEST MONEY DEPOSIT.
4.1 On/execution of this Agreement, THE STRATFORD COMPANY LLC shall
deposit with Escrow Agent One Thousand Dollars and N61100'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 STRATFORD COMPANY LLC and the CITY and all interest
earned thereon shall be added to and become a part of the Deposit.
4.2 On execution of this Agreement, the CITY shall deposit with Escrow Agent One
Thousand Dollars and No1100'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 CITY and
THE STRATFORD COMPANY LLC and all interest earned thereon shall be added to
and become a part of the Deposit.
5. CITY'S RIGHT OF ENTRY. The CITY, and its agents and consultants, at the
CITY'S sole expense and risk, may enter THE STRATFORD COMPANY LLC Parcels
during the term of this Agreement at reasonable times scheduled in advance with THE
STRATFORD COMPANY LLC for the purpose of the CITY'S due diligence study of
the Parcels. The CITY shall (a) exercise care at all times on or about the Parcels, and (b)
take precautions for the prevention of injury to persons or damage to property on or about
the Parcels. The CITY 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 CITY'S actions in the
exercise of its right of entry on the Parcels, and the CITY shall indemnify and defend
THE STRATFORD COMPANY LLC against and hold THE STRATFORD COMPANY
LLC harmless from all such liens and claims. If this transaction fails to close for any
reason other than a default by THE STRATFORD COMPANY LLC hereunder, the
CITY shall furnish THE STRATFORD COMPANY LLC with a copy of all such
PURCHASE AND SALE AGREEMENT
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inspections, studies and surveys and shall assign or quitclaim all of the CITY'S right, title
and interest in and to any permits, approvals, or permit or approval applications.
6. THE STRATFORD COMPANY LLC' S RIGHT OF ENTRY. THE
STRATFORD COMPANY LLC, and its agents and consultants, at THE STRATFORD
COMPANY LLC' S sole expense and risk, may enter the CITY Parcels during the term of
this Agreement at reasonable times scheduled in advance with the CITY for the purpose
of THE STRATFORD COMPANY LLC' S due diligence study of the Parcels. THE
STRATFORD COMPANY LLC shall (a) exercise care at all times on or about the
Parcels, and (b) take precautions for the prevention of injury to persons or damage to
property on or about the Parcels. THE STRATFORD COMPANY LLC 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 THE STRATFORD COMPANY LLC'S actions in the
exercise of its right of entry on the Parcels, and THE STRATFORD COMPANY LLC
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 STRATFORD COMPANY LLC shall furnish the CITY with a
copy of all such inspections, studies and surveys and shall assign or quitclaim all of THE
STRATFORD COMPANY LLC'S right, title and interest in and to any permits,
approvals, or permit or approval applications.
7. CLOSING.
7.1 Both the CITY'S and THE STRATFORD COMPANY LLC' S property
transactions shall be closed in the office of Escrow Agent on the Closing Date. THE
STRATFORD COMPANY LLC 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.
7.2 Closing Costs. Each Party shall pay their own fees associated with the selling of
their properties including all 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 recording fees shall be paid for by the selling
Party.
7.2.1 Other Costs. THE STRATFORD COMPANY LLC and the CITY shall each pay
its own legal fees and fees of its own consultants. All other costs and expenses shall be
allocated between THE STRATFORD COMPANY LLC and the CITY in accordance
with the customary practice of King County, Washington.
PURCHASE AND SALE AGREEMENT
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7.3 Real Property Taxation. The parties acknowledge that the Parcels will be subject
to real property taxation from the date of the Closing and that all Real Estate taxes for the
year of the closing shall be prorated to the date of closing.
7.4 Closing Documents.
7.4.1 The CITY'S Documents. At Closing, the CITY shall deliver to Escrow Agent the
following instruments and documents:
7.4.1.1 The executed and acknowledged Deeds, in a form acceptable to THE
STRATFORD COMPANY LLC, conveying the CITY Parcels to THE STRATFORD
COMPANY LLC;
7.4.1.2 The executed real estate excise tax affidavit to accompany the Deeds;
7.4.1.3 An executed nonforeign person affidavit in the form required under
Section 1445 of the Internal Revenue Code;
7.4.1.4 The balance of the Purchase Price in accordance with Section 3.3; and
7.4.1.5 The CITY'S share of costs and expenses as determined in accordance with
Section 7.2.
7.5.1 THE STRATFORD COMPANY LLC' S Documents. At Closing, THE
STRATFORD COMPANY LLC shall deliver to Escrow Agent the following instruments
and documents:
7.5.1.1 The executed and acknowledged Deeds, in a form acceptable to the CITY,
conveying THE STRATFORD COMPANY LLC Parcels to the CITY;
7.5.1.2 The executed real estate excise tax affidavit to accompany the Deeds;
7.5.1.3 An executed nonforeign person affidavit in the form required under
Section 1445 of the Internal Revenue Code; and
7.5.1.4 THE STRATFORD COMPANY LLC'S share of costs and expenses as
determined in accordance with Section 7.2.
7.6 Possession. The CITY and THE STRATFORD COMPANY LLC shall be
entitled to possession of the Parcels upon Closing.
8. TITLE INSURANCE.
PURCHASE AND SALE AGREEMENT
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8.1 As soon as available after Closing, the CITY shall provide to THE STRATFORD
COMPANY LLC the Title Policy, dated as of the Closing Date, subject only to the
Permitted Exceptions.
8.2 As soon as available after Closing, THE STRATFORD COMPANY LLC shall
provide to the CITY the Title Policy, dated as of the Closing Date, subject only to the
Permitted Exceptions.
9. CONDITIONS TO CLOSING.
9.1 THE STRATFORD COMPANY LLC' S Conditions to Closing. Notwithstanding
anything to the contrary set forth herein, THE STRATFORD COMPANY LLC' S
obligation to close hereunder is expressly subject to satisfaction or waiver by THE
STRATFORD COMPANY LLC in writing of each of the following conditions:
9.1.1 Restrictions, Easements, Limitations: THE STRATFORD COMPANY LLC shall
take title subject only to: zoning, restrictions, prohibitions and other requirements
imposed by governmental authority; easements, encumbrances and restrictions as shown
on the Title Report set forth herein below. Any financial encumbrances, liens and
security interests on the Property shall be satisfied by the CITY prior to Closing, so that
the title to the Property when conveyed shall be free and clear of any said financial
encumbrances, liens and/or security interests. If title cannot be made so insurable prior to
closing date the earnest money shall, unless THE STRATFORD COMPANY LLC elects
to waive such defects or encumbrances, be refunded to THE STRATFORD COMPANY
LLC, less any unpaid costs, and this agreement shall thereupon be terminated.
9.2 The CITY'S Conditions to Closing. Notwithstanding anything to the contrary set
forth herein, the CITY'S obligation to close hereunder is expressly subject to satisfaction
or waiver by the CITY in writing of each of the following conditions:
9.2.1 Restrictions, Easements, Limitations: The CITY shall take title subject only to:
zoning, restrictions, prohibitions and other requirements imposed by governmental
authority; easements, encumbrances and restrictions as shown on the Title Report set
forth herein below. Any financial encumbrances, liens and security interests on the
Property shall be satisfied by THE STRATFORD COMPANY LLC prior to Closing, so
that the title to the Property when conveyed shall be free and clear of any said financial
encumbrances, liens and/or security interests. If title cannot be made so insurable prior to
closing date the earnest money shall, unless the CITY elects to waive such defects or
encumbrances, be refunded to the CITY, less any unpaid costs, and this agreement shall
thereupon be terminated.
10. REPRESENTATIONS AND WARRANTIES.
10.1 CITY'S Representations and Warranties. The CITY makes no representations or
warranties, express or implied, concerning the condition of the CITY'S Properties. THE
PURCHASE AND SALE AGREEMENT
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STRATFORD COMPANY LLC is familiar with the CITY'S Properties and expressly
agrees to accept them "AS IS, WITH ALL FAULTS, EASEMENTS, and
RESTRICTIONS." THE STRATFORD COMPANY LLC 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 CITY Parcels.
10.2 THE STRATFORD COMPANY LLC' S Representations and Warranties. THE
STRATFORD COMPANY LLC makes no representations or warranties, express or
implied, concerning the condition of THE STRATFORD COMPANY LLC' S Properties.
The CITY is familiar with THE STRATFORD COMPANY LLC'S Properties and
expressly agrees to accept them "AS IS, WITH ALL FAULTS, EASEMENTS, and
RESTRICTIONS." The CITY 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 STRATFORD COMPANY LLC Parcels.
11. MAINTENANCE OF PROPERTY; RISK OF LOSS, CONDEMNATION.
11.1 The CITY'S Maintenance of Property. From the date of this Agreement until the
Closing Date (or any earlier termination of this Agreement), the CITY agrees to maintain
the CITY Parcels in substantially the same condition existing as of the date hereof,
ordinary wear and tear, damage by casualty excepted.
11.2 THE STRATFORD COMPANY LLC'S Maintenance of Property. From the date
of this Agreement until the Closing Date (or any earlier termination of this Agreement),
THE STRATFORD COMPANY LLC agrees to maintain THE STRATFORD
COMPANY LLC Parcels in substantially the same condition existing as of the date
hereof, ordinary wear and tear, damage by casualty excepted.
12. TIME: Time is of the essence for this Contract. 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.
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:
THE STRATFORD COMPANY LLC:
PURCHASE AND SALE AGREEMENT
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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: Director of Human Resources, Property and Risk
Management
and to:
City of Auburn
25 West Main Street
Auburn, Washington 98001-4998
Attention: City Attorney
Notice of change of address shall be given by written notice in the manner detailed in this
Section 13.
14. GENERAL. This is the entire agreement of THE STRATFORD COMPANY
LLC 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 STRATFORD COMPANY LLC 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.
15. COMMISSIONS. The CITY represents to THE STRATFORD COMPANY LLC
that the CITY has engaged no broker, agent or finder in connection with the negotiations
leading to this Agreement. THE STRATFORD COMPANY LLC represents to the CITY
that THE STRATFORD COMPANY LLC 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
PURCHASE AND SALE AGREEMENT
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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.
16. ASSIGNMENT. Either Party may assign this Contract in whole or in part, and
the provisions of this Contract shall be binding on the heirs, successors and assigns of the
Seller and the Buyer. No.
17. 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.
18. EXCLUSIVITY.
18.1 During the term of this Agreement the CITY shall not market nor list the CITY
Parcels for sale, nor accept any offers from third parties with respect to sale of the CITY
Parcels.
18.2 During the term of this Agreement THE STRATFORD COMPANY LLC shall not
market nor list THE STRATFORD COMPANY LLC Parcels for sale, nor accept any offers
from third parties with respect to sale of THE STRATFORD COMPANY LLC Parcels.
19. RESERVATION OF POLICE POWER. Notwithstanding anything to the
contrary set forth herein, THE STRATFORD COMPANY LLC 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. CITY COUNCIL APPROVAL. The Parties acknowledge that this Agreement
does not bind the City of Auburn until the Mayor executes the Agreement and the City
Council approves of the Agreement.
21. EXHIBITS. Exhibits and attached hereto are incorporated herein as if fully set forth.
SIGNED in duplicate original as of the date first above written.
AUBURN TH STRATFORD COMPANY LLC
By j?,
B. Lewis, Mayor \ 1 ,?
Name„ ?/?,11?4
Title
????
PURCHASE AND SALE AGREEMENT
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Attest:
D nielle Daskam, City Clerk
Apo,/ed as-to form:
'pr
P
Daniel B. H&id, AWYurn City, Attorney
PURCHASE AND SALE AGREEMENT
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EXHIBITS
Exhibit A, Legal Description of CITY Parcels
Exhibit B, Legal Description of THE STRATFORD COMPANY LLC Parcels
Exhibit C, Depiction of CITY Parcels and THE STRATFORD COMPANY LLC
Parcels
PURCHASE AND SALE AGREEMENT
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EXHIBIT A
LEGAL DESCRIPTION OF CITY OF AUBURN PROPERTIES
Location 1: Assessor's Property Tax Parcel Number 7815700135
Legal Description:
LOTS 7 AND 8, BLOCK 2, TOWN OF SLAUGHTER, ACCORDING TO THE
PLAT THEREOF RECORDED IN VOLUME 2 OF PLATS, AT PAGE 56,
RECORDS OF KING COUNTY, WASHINGTON
Location 2: Assessor's Property Tax Parcel Number 7815700115
Legal Description:
LOT 4, BLOCK 2, TOWN OF SLAUGHTER, ACCORDING TO THE PLAT
THEREOF RECORDED IN VOLUME 2 OF PLATS, AT PAGE 56, RECORDS
OF KING COUNTY, WASHINGTON, EXCEPT THAT PORTION OF SAID
LOT 4 LYING EAST OF THE FOLLOWING DESCRIBED LINE:
BEGINNING AT A POINT ON THE NORTH LINE OF SAID LOT 4, A
DISTANCE OF 58.02 FEET EAST OF THE NORTHWEST CORNER
THEREOF;
THENCE SOUTH TO A POINT ON THE SOUTH LINE OF SAID LOT 4, A
DISTANCE OF 0.6 FEET WEST OF THE SOUTHEAST CORNER THEREOF.
PURCHASE AND SALE AGREEMENT
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EXHIBIT B
LEGAL DESCRIPTION OF THE STRATFORD COMPANY LLC PROPERTIES
Location 1: Assessor's Property Tax Parcel Number 7815700225
Legal Description:
LOTS 1 AND 2, BLOCK 5, TOWN OF SLAUGHTER, ACCORDING TO THE
PLAT THEREOF RECORDED IN VOLUME 2 OF PLATS, AT PAGE 56,
RECORDS OF KING COUNTY, WASHINGTON, TOGETHER WITH THE
NORTHERLY TEN (10) FEET OF THE VACATED ALLEY ADJACENT
THERETO, VACATED BY CITY OF AUBURN, WASHINGTON
ORDINANCE NO. 5842.
Location 2: Assessor's Property Tax Parcel Number 7815700240
Legal Description:
LOTS 3 and 4, BLOCK 5, TOWN OF SLAUGHTER, ACCORDING TO THE
PLAT THEREOF RECORDED IN VOLUME 2 OF PLATS, AT PAGE 56,
RECORDS OF KING COUNTY, WASHINGTON.
PURCHASE AND SALE AGREEMENT
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ADDENDUM NO. ONE
ADDENDUM TO REAL ESTATE PURCHASE AND SALE AGREEMENT
BETWEEN THE STRATFORD COMPANY AND THE CITY OF AUBURN
T IS ADDENDUM is made and entered into this l day of
(1,/4 1 200 k , by and between THE STRATFORD
C APA Y, a Washington limited liability company (hereinafter the "THE
ST" ATFORD COMPANY LLC"), and the CITY OF AUBURN, a municipal
corporation of the State of Washington (hereinafter referred to as the "CITY"), as
an addendum to the Agreement between the parties for the Purchase and Sale
of Properties as detailed and described in the REAL ESTATE PURCHASE AND
SALE AGREEMENT executed by and between the above named parties on the
8th day of July, 2008,
WITNESSETH:
WHEREAS, in connection with the purchase and sale agreement between
the parties, the consideration for that agreement was that the property would be
developed in accordance with the proposals discussed by and among the
parties; and,
WHEREAS, because of the dependence of the agreement on the
consideration of such development, it is appropriate that the agreement include
an option whereby the property ownership would be addressed in a way that
would promote its ultimate development.
NOW THEREFORE in consideration of their mutual covenants, conditions
and promises, the sufficiency of which consideration is hereby acknowledged by
the parties, the PARTIES HERETO HEREBY AGREE as follows:
ITEM ONE ADDITIONAL PROVISIONS: That a new Section 23 is
added to the Agreement to read as follows:
23. DEVELOPMENT CONDITIONS:
THE STRATFORD COMPANY LLC'S Development of the CITY Parcels
shall be subject to the following Conditions and Repurchase Option:
23.1 Development of Megablock:
shall develop the CITY Parcels as part of
for the "megablock" bounded by West Main
on the East, First Street Southwest on the
the West ("Stratford Development Project").
shall encompass all of King County Tax
THE STRATFORD COMPANY LLC
i single, unified development project
Street on the North, Division Street
South, and "A" Street Southwest on
The Stratford Development Project
Parcels 7815700115, 7815700110,
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7815700095, 7815700085, and 7815700135, including the alleyway running East
to West through the megablock.
23.2 THE STRATFORD COMPANY LLC shall attempt to work in a
cooperative manner with the owners of the Sunbreak Cafe to develop a plan for
the continued operation of the Sunbreak Cafe at its current location, King County
Tax Parcel 7815700120 ("Sunbreak Parcel'), or its relocation to a mutually
agreeable alternate location. This plan may result in THE STRATFORD
COMPANY LLC purchasing the Sunbreak Parcel. If THE STRATFORD
COMPANY LLC purchases the Sunbreak Parcel, and the Sunbreak Cafe
remains in its current location, THE STRATFORD COMPANY LLC shall provide
thirteen (13) parking spaces for the Sunbreak Cafe as part of the Stratford
Development Project. Should THE STRATFORD COMPANY LLC acquire the
Sunbreak Parcel at a time making its inclusion in the Stratford Development
Project practicable, THE STRATFORD COMPANY LLC shall include the parcel
in that project. Should THE STRATFORD COMPANY LLC acquire the Sunbreak
Parcel too late to include it in the Stratford Development Project, THE
STRATFORD COMPANY LLC shall develop the Sunbreak Parcel in a manner
that integrates it into the Stratford Development Project to the maximum extent
practicable.
23.3 Timeline for Stratford Development Project: Within one hundred
twenty (120) days of closing, THE STRATFORD COMPANY LLC shall submit a
complete Grading Permit & SEPA Application for the Stratford Development
Project, and shall begin work on the project as defined in Paragraph 1.11 of the
REAL ESTATE PURCHASE AND SALE AGREEMENT, assuming regulatory
permits have been granted, no later than April 1, 2009 ("Start Date"). The City
may approve and grant a 90 day extension to the "Start Date" if THE
STRATFORD COMPANY LLC exhibits documentable progress towards the
project, which documentable progress must be received by the CITY not later
than March 1, 2009, and which shall include at a minimum project financing -
consisting of either a commitment letter for conventional financing, an invitation
letter for HUD or other governmental financing, or other circumstances
satisfactory to the City, approved building permits, approved facility extension
agreement(s), and an agreement with a contractor to commence work on the
project by the "Start Date".
23.3.1 CITY Option to Purchase: THE STRATFORD COMPANY LLC
grants the CITY a 90 day option to repurchase the City Parcels at the price set
forth in Paragraph 3.1 of the REAL ESTATE PURCHASE AND SALE
AGREEMENT, and an option to purchase King County Tax Parcels Nos.
7815700110, 7815700095, 7815700085, at fair market value, plus reasonable
documented expenses incurred since the time of purchase, if THE STRATFORD
COMPANY LLC has not commenced work on the project by the Start Date or
approved extension thereon. The 90 day option runs from the Start Date or
approved extension thereon. Fair market value shall be determined, by an
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independent appraisal performed by an appraiser mutually agreed upon by the
City and THE STRATFORD COMPANY LLC. If the City and THE STRATFORD
COMPANY LLC cannot agree upon a mutually agreed upon appraiser, THE
STRATFORD COMPANY LLC shall select one appraiser and the City shall
select another appraiser, and those two appraisers shall select a third appraiser,
and the three appraisers shall determine the fair market value.. The City may
exercise said option within ninety (90) days after the Start Date should THE
STRATFORD COMPANY LLC fail to commence construction of the project by
the Start Date. This option to repurchase shall run with the land, shall be
recorded with the King County Recorder's Office against all of the above
properties, and shall be binding upon THE STRATFORD COMPANY LLC'S
successors, assigns, and any subsequent purchasers.
23.4 Downtown Design Guidelines: THE STRATFORD COMPANY LLC
shall develop the Stratford Development Project consistent with the City's
Downtown Design Guidelines in effect at the time of grading permit & SEPA
submittal.
23.5 Consistent Design Within Four Block Development: In planning the
Stratford Development Project, THE STRATFORD COMPANY LLC shall work in
a cooperative manner with the city and developer and their design team planning
the redevelopment of adjacent properties in the four block development bounded
by West/East Main to the north, 2nd Street SW/SE to the south, Auburn Avenue
to the east, and A Street SW to the west. To the extent the respective planning
schedules allow, THE STRATFORD DEVELOPMENT COMPANY LLC shall
endeavor to maintain compatibility of urban design features in such a way that
the urban streetscape is of consistent and/or complementary design.
23.6 Dedication of Promenade and Plaza:
23.6.1 As part of the Stratford Development Project, THE STRATFORD
COMPANY LLC shall dedicate to the CITY a strip of property ten (10) feet in
width adjacent to and along Division Street, which strip of property shall be in
addition to the existing right-of-way along Division Street between Main Street
and First Street South, and which shall be adequate for a City Promenade along
those streets for the full length of the Block, and which shall conform to the
requirements set forth in City of Auburn Resolution No. 4361 and in conformity
with City codes.
23.6.2 As part of the Stratford Development Project, THE STRATFORD
COMPANY LLC shall dedicate to the CITY sufficient property for the City's
construction of a circular public plaza sixty (60) feet in radius (one hundred
twenty (120) feet in diameter) centered on the intersection of Main and Division
Streets.
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23.6.3 As part of the Stratford Development Project, THE STRATFORD
COMPANY LLC shall dedicate to the City sufficient property for the City's
construction of a circular public plaza sixty (60) feet in radius (one hundred
twenty (120) feet in diameter) centered on the intersection of Division Street
South and South First Street.
23.7 In consideration for THE STRATFORD COMPANY LLC agreeing to the
above conditions, the CITY agrees to:
23.7.1 Availability of City Land for Lease Parking: Upon completion of the
project (Certificate of Occupancy) and for a period of up to 20 years thereafter,
the City will provide or cause to be provided up to 70 commercial/retail parking
spaces (or what is required by City Code at time of the development application,
including the possibility of shared parking) on City property directly adjacent to
(south of) the Stratford Development. The parking at this location is meant to be
temporary and to be replaced by parking at a new location as described below.
For the parking at the temporary location, THE STRATFORD COMPANY LLC
shall pay the City an amount commensurate with current (2008 dollars) fair
market lease rates, including yearly 3% inflation index or future market value
increases, during that up-to-20-year lease period. Such leased parking, in
combination with parking provided on The Stratford Development site specifically
for residential use, shall be utilized to meet code required parking. At any time
during the up-to-20-year lease period that the City property (on the adjacent
parcel to the south) is no longer available for lease parking due to
redevelopment, the City shall provide or cause to be provided an equal number
of parking spaces as mentioned above within the downtown urban center for The
Stratford Development site and THE STRATFORD COMPANY LLC shall pay for
parking at a fair market rates per stall. At such time as a permanent parking
facility becomes available, THE STRATFORD COMPANY LLC shall pay, either
by leasing or purchasing, their share of parking at the public parking facility at fair
market rates per stall. Fair market rates shall be determined, initially and at the
time of any relocation of the parking, by an independent appraisal performed by
an appraiser mutually agreed upon by the City and THE STRATFORD
COMPANY LLC. If the City and THE STRATFORD COMPANY LLC cannot
agree upon a mutually agreed upon appraiser, THE STRATFORD COMPANY
LLC shall select one appraiser and the City shall select another appraiser, and
those two appraisers shall select a third appraiser, and the three appraisers shall
determine the fair market rate.
23.7.2 Development of Car-Sharing Agreement. THE STRATFORD
COMPANY LLC shall be entitled to develop and submit an Agreement to utilize,
and take advantage of, the Mayor's Pilot Program, pursuant to City of Auburn
Ordinance No. 6192, as it relates to parking alternatives, as an alternative to
meeting the current requirements for residential parking.
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ITEM TWO CITY COUNCIL APPROVAL. The Parties acknowledge
that this Addendum does not bind the City of Auburn until the Mayor executes the
underlying Agreement and the City Council approves of the underlying
Agreement and this Addendum. Provided that if this approval is not achieved by
September 1St, 2008, the underlying Agreement and all related
Agreements/Addenda shall become null and void.
ITEM THREE CONTINGENT ON FINANCING. The Parties acknowledge
that this Addendum and the underlying Agreement are contingent on approval of
financing by THE STRATFORD COMPANY LLC.
ITEM FOUR REMAINING TERMS UNCHANGED: That all other
provisions of the Agreement between the parties for Purchase and Sale of
Property, executed on the 8th day of July 2008, shall remain unchanged, and in
full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this Agreement
as of the day and year first above written.
THE TRATFORD GROUP CF AUBURN
By:
Its: roa kGim r A'? iw Pet 9r B. Lewis, Mayor
Attest:
By:
Its:
Attest:
nielle E. Daskam, City Clerk
Approved as to form:
spiel B. Heid, City Attorney
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