HomeMy WebLinkAbout4955 RESOLUTION NO. 4 9 5 5
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, DECLARING CERTAIN REAL
PROPERTY AS SURPLUS AND AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A PURCHASE
AND SALE AGREEMENT BETWEEN THE CITY OF
AUBURN AND AUBURN PROFESSIONAL PLAZA, LLC
WHEREAS, the City owns real property that it no longer needs for
municipal purposes; and
WHEREAS, Auburn Professional Plaza, LLC ("APP"), desires to
purchase said property; and
WHEREAS, the City of Auburn and APP have negotiated an agreement
that is beneficial to both parties at a cost that is acceptable to the City
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows:
Section 1. That the following property is declared to no longer be
required for municipal purposes, and is hereby declared to be surplus:
Unit 380 of Lot 1, City of Auburn Boundary Line Adjustment No.
BLA0019, recorded under recording number 20091124900003,
records of King County, Washington
Together with an easement for parking under parking easement
agreement recorded under King County recording number
20091118001355, with respect to the following property-
Lot 7, Map of L.W. Ballard's Park Addition of Slaughter,
according to the plat thereof recorded in Volume 3 of Plats, Page 91,
in King County, Washington, together with the vacated west 10 feet
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Resolution No 4955
May 10, 2013
Page 1 of 3
of Silver Street (now A Street Northwest) adjoining and subject to a
revocable license in favor of the City recorded under King County
Recording No 20100218000151.
Section 2. The Mayor of the City of Auburn and the Auburn City Clerk
are hereby authorized to execute a Purchase and Sale Agreement between the
City of Auburn and APP for the purchase of either or both these properties,
which agreement shall be in substantial conformity with the Agreement a copy
of which is attached hereto, marked as Exhibit "A" and incorporated herein by
this reference.
Section 3. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of
this legislation.
Section 4. This resolution shall be in full force and effect upon
passage and signatures hereon.
a^
Dated and Signed thiso� day of ' 2013
CITY URN
P E EWIS, MAYOR
ATTEST G1
Danl lle E. Daskam, City Clerk
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Resolution No. 4955
May 10, 2013
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APPROVED AS TO FORM:
DWI B. Heid, ty_Att n
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Resolution No. 4955
May 10, 2013
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Exhibit A to Resolution No. 4955
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of
the .70 day of Wt , 2013, by and between the CITY OF AUBURN, a
Washington municipal c rporation, as Seller (hereinafter the "City" or "Seller"), and
AUBURN PROFESSIONAL PLAZA, LLC, a Washington limited liability company
(hereinafter the "Buyer").
RECITALS
A. The City is the owner of certain real property and all improvements
thereon ("Property") located in the City of Auburn, County of King, Washington,
commonly known as Unit 380, One Main Street Professional Plaza, a Condominium,
which is legally described as follows:
Unit 380 of Lot 1, City of Auburn Boundary Line Adjustment No. BLA0019,
recorded under recording number 20091124900003, records of King County,
Washington
Together with an easement for parking under parking easement agreement
recorded under King County recording number 20091118001355, with
respect to the following property:
Lot 7, Map of L.W. Ballard's Park Addition of Slaughter, according to the
plat thereof recorded in Volume 3 of Plats, Page 91, in King County,
Washington; together with the vacated west 10 feet of Silver Street (now A
Street Northwest) adjoining and subject to a revocable license in favor of the
City recorded under King County Recording No. 20100218000151.
B. City desires to sell the Property to Buyer, 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, Buyer and Seller 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 Seller's receipt of the Purchase Price. n
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1.2 "Closing Date" means any mutually agreeable date on or before December 31,
2013.
1.3 "Escrow" means the escrow opened with Escrow Agent for the consummation of
the transaction described in this Agreement.
1.4 "Escrow Agent" means Stephani Owens of Stewart Title Company
(206.770.8811) whose address is 1420 5th Avenue, Suite 500, Seattle, WA 98101.
1.5 "Official Records" means the official real property records of King County,
Washington.
1.6 "Opening of Escrow" means the date a fully executed copy of this Agreement is
deposited with Escrow Agent.
1.7 "Permitted Exceptions" has the meaning as set forth in Section 6.3 below.
1.8 "Purchase Price" has the meaning as set forth in Section 3.
1.9 "Title Company" means Stewart Title Company.
1.10 "Title Policy" means an ALTA (1970 Form B) extended coverage owner's policy
of title insurance issued by the Title Company to Buyer with coverage in the amount of
purchase price, showing title to the Property vested in Buyer subject only to the Permitted
Exceptions.
2. Purchase and Sale. The City agrees to sell to Buyer, and Buyer agrees to purchase
from City, the Property upon the terms and conditions set forth in this Agreement.
3. Purchase Price; Cash Payment. The total cash purchase price for the Property (the
"Purchase Price") shall be One Million, Seventy-Four Thousand, Nine Hundred Forty
Dollars and no cents ($1,074,949.00). The Purchase Price shall be paid to City in cash at
Closing.
4. Covenants, Conditions, Restrictions.
4.1 This Agreement is subject to the terms and conditions of:
4.1.1 Declaration of One Main Street Professional Plaza, a Condominium, recorded
under King County Recording No. 2010051200511 on May 12, 2010.
4.1.2 Bylaws of the One Main Street Profession Plaza Owners Association.
4.1.3 This Agreement is subject to a right of first refusal held by Ceradimm, LLC.
(Ceradimm ROFR") 111
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4.1.4 This Agreement is contingent on Buyer's entry into a lease agreement with
MultiCare Health System for Unit 380 or for an area that includes the area currently
known as Unit 380 together with additional space presently owned by Buyer.
5. Earnest Money Deposit. On execution of this Agreement, Buyer shall deposit
with Escrow Agent One Thousand Dollars and no cents ($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 City and Buyer and all interest earned thereon shall be added to and become
a part of the Deposit.
6. Due Diligence.
6.1 Due Diligence Period. Buyer shall have the right for a period of sixty (60) days
from the date of this Agreement (the "Due Diligence Period") to conduct Buyer's due
diligence review, examination and inspection of all matters pertaining to its acquisition of
the Property, including such inspections, tests, and surveys as Buyer deems appropriate to
determine the suitability of the Property for Buyer's intended use. City shall provide
Buyer and Buyer's agents and consultants with reasonable access to the Property and, to
the extent such information is in the possession or control of City, shall provide
reasonable access to appropriate information respecting the Property, subject to the terms
and conditions of this Agreement. Buyer's obligation to purchase the Property shall be
contingent upon its approval of such property after conducting its due diligence review.
If, based upon Buyer's review, examination and inspection, Buyer shall determine in its
sole discretion that it intends to acquire the Property, then Buyer shall promptly notify
City of such determination in writing prior to the expiration of the Due Diligence Period,
whereupon Buyer's due diligence contingency shall be deemed satisfied and waived, the
Deposit shall become nonrefundable (except as otherwise provided herein), and Buyer
shall proceed to Closing. In the event that Buyer shall fail to have delivered such notice
to Seller on or before the expiration of the Due Diligence Period, Buyer shall have been
deemed to be satisfied with the results of its aforesaid review, and shall be deemed to
have waived its right to terminate this Agreement pursuant to this subsection. If Buyer
shall have timely and affirmatively advised the City in writing of its dissatisfaction with
the aforesaid matters based on its review, then this Agreement shall automatically
terminate, the Deposit shall be returned to Buyer, and the parties' rights under this
Agreement shall be of no further force or effect.
6.2 Title Commitment. Promptly after mutual execution of this Agreement, Seller
shall obtain an extended preliminary title insurance commitment covering the Property
from the Title Company (the "Commitment") as is consistent with Section 9 together
with copies of all recorded documents listed as special exceptions therein. Approval by
Buyer of the exceptions to title set forth in the Commitment (other than as hereinafter set
forth) shall be a condition precedent to Buyer's obligation to purchase the Property'
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Unless Buyer gives written notice that it disapproves the exceptions to title shown on the
Commitment (other than the exceptions to title approved by Buyer and described in
Section 6.3 below), stating the exceptions so disapproved, within sixty (60) days after the
date of this Agreement, Buyer shall be deemed to have approved such exceptions. If
Buyer disapproves any title exceptions, City shall have a ten (10) day period after its
receipt of Buyer's written notice of disapproval of the same within which to provide
written notice to Buyer as to which of such disapproved title exceptions the City will
remove (or cause to be removed) from title; provided, however, that City shall not be
required to actually remove such exception(s) until Closing. If, for any reason, City's
notice given pursuant to the immediately preceding sentence does not covenant to remove
all of Buyer's disapproved title exceptions at or prior to Closing, Buyer 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 Buyer that it does not intend to remove the disapproved items (the
"Termination Notice"). Buyer's failure to deliver the Termination Notice within such ten
(10) day period shall be deemed Buyer's approval of any such previously disapproved
title exception. If Buyer delivers the Termination Notice within such ten (10) day period,
the obligation of City to sell, and Buyer to buy, the Property as herein provided shall
terminate and the Deposit shall be returned to Buyer Buyer shall have the option to
waive the condition precedent set forth in this Section 6.2 by written notice to Seller. In
the event of such waiver, such condition precedent shall be deemed satisfied.
6.3 Permitted Exceptions. In addition to such other exceptions to title as may be
approved by Buyer pursuant to the provisions of Section 6.2 above, Buyer shall accept
title to the Property subject to the following (collectively, the "Permitted Exceptions"):
6.3.1 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 items created by, or on behalf of, Buyer.
6.4 No New Leases or Contracts. Prior to Closing, City shall not enter into any new
leases, contracts or agreements affecting the Property without the prior written consent of
Buyer, except the City may enter into interim contracts or agreements in connection with
the management, maintenance, repair or preservation of the Property in the normal course
of business if each such contract or agreement expires or is terminated at or prior to
Closing.
7. Buyer's Right of Entry. Buyer, and its agents and consultants, at Buyer's sole
expense and risk, may enter the Property during the term of this Agreement at reasonable
times scheduled in advance with City for the purpose of Buyer's due diligence study of
the Property. Buyer shall (a) exercise care at all times on or about the Property, and (b)
take precautions for the prevention of injury to persons or damage to property on or about
the Property Buyer shall keep the Property free front 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 with Buyer's actions in the exercise of
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its right of entry on the Property, and Buyer shall indemnify and defend City against and
hold City harmless from all such liens and claims.
8. Closing.
8.1 Time for Closing. This purchase and sale shall be closed in the office of Escrow
Agent on the Closing Date. Buyer 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 of this definition, as available for disbursement to City.
8.2 Closing Costs.
8.2.1 City Costs. City shall pay (a) the City's share of prorations, if any and, (b) any
commissions due on the sale. This sale is exempt from real estate excise taxes under
Washington Administrative Code Section 458-61A-205.
8.2.2 Buyer's Costs. Buyer shall pay (a) all escrow fees and costs, (b) the recording
fees for the Deed, (c) Buyer's share of prorations, if any and, (d) all premiums charged
for basic and extended coverage for the Title Policy and any additional endorsements or
coverage Buyer may require, including applicable sales tax.
8.2.3 Other Costs. Buyer and City shall each pay its own legal fees and fees of its own
consultants. All other costs and expenses shall be allocated between Buyer and City in
accordance with the customary practice of King County, Washington.
8.3 Real Property Taxation. City shall be responsible for all real property taxes due
and owing prior to the Closing.
8.4 Closing Documents.
8.4.1 City's Documents. At Closing, City shall deliver to Escrow Agent the following
instruments and documents:
8.4 1.1 The executed and acknowledged Deed in the form attached hereto as
Exhibit"A," conveying the Property to Buyer;
8.4.1.2 The executed real estate excise tax affidavit to accompany the Deed; and
8.4.1.3 An executed nonforeign person affidavit in the form required under
Section 1445 of the Internal Revenue Code.
8.4.1.4 All assignable construction, equipment, and supplier warranties pertaining
to Unit 380.
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8.4.2 Buyer's Documents. At Closing, Buyer shall deliver to Escrow Agent the
following funds, instruments and documents:
8.4.2.1 The balance of the Purchase Price in accordance with Section 3;
8.4.2.2 The executed real estate excise tax affidavit referenced in Section 8 4 1.2
above.
8.5. Possession. Buyer shall be entitled to possession of the Property upon Closing.
9. Title Insurance. As soon as available after Closing, City shall provide to Buyer
the Title Policy, dated as of the Closing Date, subject only to the Permitted Exceptions.
10. Conditions to Closing.
10.1 Buyer's Conditions to Closing. Notwithstanding anything to the contrary set forth
herein, Buyer's obligation to close hereunder is expressly subject to satisfaction or waiver
by Buyer in writing of each of the following conditions:
10.1.1 The Seller's designation of the Property as "surplus" and its authorization to sell
the Property.
10.1.2 Seller's representation that the third party's rights to purchase the Property under
the Ceradimm ROFR have been waived or terminated.
10.2. Seller's Conditions to Closing. Notwithstanding anything to the contrary set forth
herein, Seller's obligation to close hereunder is expressly subject to satisfaction or waiver
by Seller in writing of each of the following conditions:
10.2.1 Buyer's completion, at its own cost and expense, for all tenant improvements
required to relocate employee space and break room into another portion of the City-
owned Condominium Units. The City has the sole right to approve the design and
construction of these tenant improvements associated with the relocation of the employee
space and break room.
CITY REPRESENTS AND BUYER SPECIFICALLY ACKNOWLEDGES THAT
CONSTRUCTION OF THESE REPLACEMENT TENANT IMPROVEMENTS IS
NOT SUBJECT TO WASHINGTON STATE LAW REGARDING PUBLIC
WORKS. THEREFORE, THE TENANT IMPROVEMENTS ARE NOT SUBJECT
TO COMPETITIVE BID, PREVAILING WAGE, BONDING, AND RETAINAGE
REQUIREMENTS.
BUYER MUST GUARANTEE PAYMENT FOR ALL SUBCONTRACTORS AND
MATERIALMEN BY DEPOSITING WITH THE CITY, AT THE TIME OF n
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PERMIT ISSUANCE, A PAYMENT AND COMPLETION GUARANTEE IN THE
AMOUNT OF TWO HUNDRED PERCENT (200%) OF THE ESTIMATED
COSTS OF THE TENANT IMPROVEMENTS. THIS GUARANTEE SHALL BE
ADDED TO AND CONSIDERED TO BE "EARNEST MONEY" UNDER
SECTION 5 OF THIS AGREEMENT.
ADDITIONALLY, BUYER AGREES TO DEFEND, INDEMNIFY, AND HOLD
THE CITY HARMLESS AGAINST ALL CLAIMS RELATED TO THE TENANT
IMPROVEMENTS.
10.2.2 Approval by the Board of the One Main Street Professional Plaza Owner's
Association to amend the Condominium Declarations and Survey to reallocate the 3`d
floor Terrace limited common element to Unit 300 and to clearly allocate the currently-
combined parking spaces designated as limited common elements for parking in the
"Mel's Lot" specifically to and among Units 200, 300, and 380. All documents required
to amend the condominium declarations and survey shall be prepared by and paid for by
Buyer.
10.2.3 Buyer's payment for all other costs associated with relocating City employees and
equipment out of Unit 380 Seller shall submit invoices not later than 30 days after Unit
380 is vacated.
11. Representations and Warranties.
11.1 City's Representations and Warranties. In addition to any other representations or
warranties of City elsewhere in this Agreement, City represents and warrants to Buyer
now, and as of the Date of Closing, that:
11.1 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, except as specifically
provided herein.
11.1.2 Hazardous Substances. City has not received notification of any kind from any
governmental agency suggesting that the Property is or may be targeted for a Hazardous
Substances cleanup; to the best of City's knowledge the Property has not been used (a)
for the storage, disposal or discharge of oil, solvents, fuel, chemicals or any type of toxic,
dangerous, hazardous or biological waste or substance (collectively, "Hazardous
Substances"), or (b) as a landfill or waste disposal site; to the best of City's knowledge
the Property has not been contaminated with any Hazardous Substances; and to the best
of City's knowledge, there are no underground storage tanks on the Property.
11.2 Buyer's Representations and Warranties. In addition to any other representations
and warranties of Buyer elsewhere in this Agreement, Buyer represents and warrants to
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City now, and as of the Date of Closing, that (a) Buyer 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 Buyer has the authority to bind
Buyer to the terms and conditions of this Agreement.
11.3 "AS IS" CONDITION OF PROPERTY. THE PURCHASE PRICE REFLECTS
THAT THE PROPERTY IS BEING PURCHASED BY BUYER ON AN "AS IS"
`'WHERE 1S" AND "WITH ALL FAULTS" BASIS, EXCEPT TO THE EXTENT OF
REPRESENTATIONS AND WARRANTIES SPECIFICALLY MADE BY SELLER
HEREIN OR IN TFIE DEED OR OTHER DOCUMENTS TO BE DELIVERED BY
CITY AT CLOSING. BUYER HEREBY WAIVES AND RELINQUISHES ALL
RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT TO, ANY
REPRESENTATIONS, WARRANTIES OR COVENANTS, WHETHER EXPRESS OR
IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY BE-
DEEMED TO HAVE BEEN MADE OR GIVEN, BY CITY OR ITS
REPRESENTATIVES, INCLUDING BUT NOT LIMITED TO ANY BROKER,
EXCEPT FOR THOSE REPRESENTATIONS, WARRANTIES AND COVENANTS
SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE EXECUTED
AND DELIVERED BY 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, BUYER 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
PROPERTY OR ANY BUILDINGS, STRUCTURES OR IMPROVEMENTS
LOCATED THEREON OR THE SUITABILITY THEREOF FOR HABITATION,
OCCUPANCY OR FOR BUYER'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 PROPERTY MAY BE 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 PROPERTY, INCLUDING WITHOUT
LIMITATION ASBESTOS OR FORMALDEHYDE, OR THE PRESENCE OF ANY
ENVIRONMENTALLY HAZARDOUS WASTES OR MATERIALS ON OR UNDER
THE PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, EXCEPT TO THE EXTENT OF ANY REPRESENTATIONS OR
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WARRANTIES SET FORTH ELSEWHERE IN THIS AGREEMENT OR IN ANY
DOCUMENTS TO BE EXECUTED AND DELIVERED BY CITY AT CLOSING,
CITY SHALL HAVE NO LIABILFTY TO BUYER WITH RESPECT TO THE
CONDITION OF THE PROPERTY UNDER COMMON LAW, OR ANY FEDERAL,
STATE, OR LOCAL. LAW OR REGULATION, INCLUDING BUT NOT LIMITED TO
THE COMPREFIENSIVE 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. BUYER HEREBY RELEASES AND WAIVES ANY AND ALL CLAIMS
WHICH THE BUYER HAS OR MAY HAVE AGAINST CITY UNDER ANY OF THE
FOREGOING LAWS OR WITH RESPECT TO THE CONDITION OF THE
PROPERTY, EXCEPT TO THE EXTENT OF ANY CLAIMS BUYER MAY HAVE
ARISING FROM ANY EXPRESS REPRESENTATIONS, WARRANTIES OR
COVENANTS OF CITY UNDER THIS AGREEMENT OR ANY DOCUMENTS TO
BE EXECUTED AND DELIVERED BY CITY AT CLOSING. BUYER
ACKNOWLEDGES TO CITY THAT BUYER IS GIVEN TFIE OPPORTUNITY
UNDER THIS AGREEMENT TO FULLY INSPECT THE PROPERTY AND BUYER
ASSUMES THE RESPONSIBILITY AND RISKS OF ALL DEFECTS AND
CONDITIONS, INCLUDING SUCH DEFECTS AND CONDITIONS, IF ANY, THAT
CANNOT BE OBSERVED BY CASUAL INSPECTION, SUBJECT TO THE
EXCEPTION OF RIGHTS EXPRESSLY SET FORTH ABOVE.
BUYER: CITY:
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 BUYER, THEN, WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, BY CLOSING THE
TRANSACTION AS CONTEMPLATED HEREIN, BUYER AGREES THAT,
EXCEPT TO THE EXTENT EXPRESSLY CONTRARY TO ANY
REPRESENTATIONS, WARRANTIES OR COVENANTS OF CITY SET FORTH IN
THIS AGREEMENT: (A) BUYER 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 CITY'S INVESTIGATION OF THE PHASE I REPORT, AND
(B) AS BETWEEN CITY AND BUYER, BUYER SHALL BE DEEMED TO HAVE
ACCEPTED ALL COSTS AND LIABILITIES ASSOCIATED IN ANY WAY WITH
THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY
BUYER 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. BUYER AGREES
THAT, BY CLOSING THE TRANSACTION CONTEMPLATED HEREIN, BUYER
WILL HAVE HAD AN OPPORTUNITY TO REVIEW THE ABOVE REPORT PRIOR
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TO THE CLOSING DATE IN ORDER TO MAKE AN INDEPENDENT
VERIFICATION OF THE INFORMATION CONTAINED THEREIN, AND THAT
BUYER AND ITS ENVIRONMENTAL CONSULTANTS WILL HAVE HAD AN
OPPORTUNITY TO CONDUCT TESTS ON THE PROPERTY.
12. Maintenance of Property; Risk of Loss, Condemnation.
12.1 Maintenance of Property. From the date of this Agreement until the Closing Date
(or any earlier termination of this Agreement), City agrees to maintain the Property in
substantially the same condition existing as of the date hereof, ordinary wear and tear,
damage by casualty excepted.
12.2 Risk of Loss; Condemnation. Risk of loss of or damage to the improvements on
the Property shall be borne by Seller at all times and no event of casualty or damage shall
affect the parties' obligations hereunder or the Purchase Price, however, Buyer 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 Property at all times prior to Closing. City shall
promptly notify Buyer of any condemnation or eminent domain proceeding which affects
the Property, 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
Property, Buyer may elect either to terminate this Agreement, or to purchase the Property
in the condition existing on the Closing Date without adjustment of the Purchase Price. If
Buyer elects to terminate this Agreement, the Deposit shall be returned to Buyer. If
Buyer elects to purchase the Property, City shall not be liable to restore same, and Buyer
shall be entitled to any condemnation award or payment in lieu thereof payable to City in
its capacity as the owner thereof.
13. Default.
13.1 Time of Essence. Time is of the essence of this Agreement.
13.2 City's Remedies for Buyer's Default or Failure to Close. If Buyer fails, without
legal excuse, to complete the purchase of the Property in accordance with this
Agreement, City's sole and exclusive remedies shall be to retain the Deposit as liquidated
damages. Buyer expressly agrees that the retention of the Deposit by City represents a
reasonable estimation of the damages in the event of Buyer'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, Buyer and City acknowledge that these damages
have been specifically negotiated between Buyer and City and are, inter alia, to
compensate City for delaying the eventual sale of the Property and to compensate City or
its costs and expenses associated with this Agreement. Buyer hereby waives the rights
and benefits of any law, rule, regulation or order now or hereafter existing that would n
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allow Buyer to claim a refund of the Deposit as unearned earnest money, a penalty or for
any other reason except default by City.
13.3 Buyer's Remedies for City's Default. If City fails to complete the sale of the
Property in accordance with this Agreement, Buyer shall have and may enforce the
following exclusive remedies: (a) seek specific performance; (b) terminate this
Agreement, receive a refund of the Deposit and recover from City all of Buyer'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 and receive a refund of the Deposit.
14. Notices. All notices, demands and other communications required or permitted to
be given hereunder shall be in writing, and shall be sent by personal delivery (including
by means of professional messenger or courier service) or registered or certified mail,
postage-prepaid, return-receipt requested, or by email at the addresses provided herein.
Notice shall be deemed to have been given if personally delivered or sent by email, upon
receipt, if sent by mail, two (2) days after duly deposited in the U.S. Mail to all of the
addresses designated for such party.
The parties' respective addresses for notices are as follows:
If to City: City of Auburn
Planning & Development Department
25 West Main Street
Auburn, WA 98001-4998
Attn: Planning Manager
Email: echamberlain n,auburnwa.aov
With copies to: City Attorney's Office
City of Auburn
25 West Main Street
Auburn, WA 98001-4998
Attn: City Attorney
Email spross a auburnwa.aov; dheid u,auburnwa.uov
If to Buyer-
Auburn Professional Plaza, LLC
P.O. Box 1294
Auburn, WA 98071-1294
Attn: Jeffrey Oliphant, President
Email: &55(aol.com
With copies to: Auburn Professional Plaza, LLC n
City ofAubum/Auburn Professional Plaza, LLC
5.10.13
Page 11 of 16
c/o Michael John Klein, CPA
5743 Corsa Avenue, Suite 216
Westlake Village, CA 91362
Anthony Rafel, Esq.
Rafel Law Group, PLLC
600 University Street, Suite 2520
Seattle, WA 98101
Notice of change of address shall be given by written notice in the manner detailed in this
Section 14.
15 General.
15 1. Entire Agreement. This is the entire agreement of Buyer 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 Buyer 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. Venue for disputes under this agreement shall lie with the Superior Court of
King County, Washington.
15.2 No Third Party Beneficiaries/Severability 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.
15.3 Buyer waives its right to receive a resale certificate as provided for in RCW
64.34.425.
15.4 Buyer waives its right to receive a Commercial Seller's Disclosure Form as provided
for in RCW 64.06.010(7).
16. Commissions. City represents to Buyer that City has engaged a broker, agent or
finder in connection with the negotiations leading to this Agreement. Buyer represents to
City that Buyer has not engaged or in any way dealt with any broker, agent or finder in
connection with the negotiations leading to this Agreement. The City will be responsible
for commissions to be paid to its broker. Other than as specified in this agreement, each
party hereby agrees to indemnify, defend and hold the other party harmless from and
City ofAuburn/Aubum Professional Plaza, LLC l'U
5.10.13
Page 12 of 16
against any claims for broker's, agent's, or finder's fees or commissions arising from or
through the actions of the indemnifying party
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. During the term of this Agreement City shall not market nor list the
Property for sale, nor accept any offers from third parties with respect to sale of the
Property.
19. Reservation of Police Power. Notwithstanding anything to the contrary set forth
herein, Buyer understands and acknowledges that the City's to
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 Buyer acknowledges that this Agreement does not
bind the City of Auburn until the City Council approves the Purchase Agreement and the
Mayor executes the Agreement.
21. Licensing Disclosure. Buyer hereby discloses to City that Jeffrey Oliphant,
President of Buyer, is the managing broker, designated broker and president of a
Washington licensed real estate brokerage firm that is not involved with this transaction.
City of Auburn/Auburn Professional Plaza, LLC
5.10.13
Page 13 of 16
21. Exhibits. Exhibit A attached hereto is incorporated herein as if fully set forth.
SIGNED in duplicate original as of the date first above written.
CITY OF AUBURN AUBURN PROFESSIONAL PLAZA,
LLC
_
By
Peter B. Lewis, Mayor Jeffrey Oliphant, President
Attest:
Title
Danielle Daskam, City Clerk
Approved as to form:
(VZ S .
. Heid, burn Mty Atto
EXHIBITS
Exhibit A, Warranty Deed
City of Auburn/Aubum Professional Plaza, LLC
5.10.13
Page 14 of 16
21. Exhibits. Exhibit A attached hereto is incorporated herein as if fully set forth.
SIGNED in duplicate original as of the date first above written.
CITY OF AUBURN AUBURN PROFESSIONAL PLAZA,
LLC
By
Peter B. Lewis, Mayor J
Attest:
Title
Danielle Daskam, City Clerk
Approved as to form:
Daniel B. Heid, Auburn City Attorney
EXHIBITS
Exhibit A, Warranty Deed
City of Auburn/Auburn Professional Plaza, LLC
5.10.13 ?
Page 14 of 16
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For and inconsideration of the sum of TEN DOLLARS ($10.Q0) qndr•"bthei good and
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mum 1. al ' ` * " the State of Washington, hereby conveys an
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I certify thWt I:know or`havd satisfa+Ktory evideng6 that PETER B. LEWIS is the person who appeared before
me,and sald'person acknoivledoed that he sfiiO signed thionshument,on oath stated that he was authorized to
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execute the instrument and apknoedg6e1f as the4,Mayor gf the City of Auburn, a Washington municipal
corporation, to be fbq„frepxand,.voluntary at of sprit'>gatty for the uses and purposes mentioned in this
instrumenL Dated 'i
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LEGAL DESCRIPTION
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Declaratio!' 'k :reot-��rv'cordlid bar 20100512000511, and any
6 ,e w derj i6rding.
amendments thereto; Slid UnI '16 ' eline:' '.oRJburvey Maps and Plans recorded In
Volume 288 of&bndon6iniums, 'ages'91 t "h,.06, inclusive, and any amendments thereto,
records of King County, Wash* gton..;
Parcel 2:
A non-exclusive easement for parking, and d6st n and y6hipulkr ingress and egress
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FIRST AMENDMENT TO SURVEY MAP AND PLANS ,L D
ONE MAIN STREET PROFESSIONAL PLAZA, A CONDOMINIUM
PORTIONS OF THE SE1/4 OF NE114, SEC. 1S, T21N. R4E,
d SWV4 OF NWI/4. SEC. 16, T21N, RSE. W.M.
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FIRST AMENDMENT TO SURVEY MAP AND PLANS '��
ONE MAIN STREET PROFESSIONAL PLAZA, A CONDOMINIUM
PORTIONS OF THE 80/4 OF NE1/4, SEC. 13, T21N, R4E,
d SWV4 OF NWV4, SEC" 18, T21N. R6E. W.M.
CITY OF AUBURN, KING COUNTY, WASHINGTON
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WHEN RECORDED RETURN TO:
Foster Pepper
1111TblydAvenue,Avenue,H3400 1��I�I�tlU111111�� y'I� ` N� I`IW1111WWWUUllllll
Seattle,WA
$ 98101-3264
Attn: Cary N.Ackerm an z N{{{YYYOp�d1ffttu308280010
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00/28/2013 11:18
7 KING C"TY. nA
DOCUMENT TITLE(S)
Amendment No. 1 to Condominium Declaration
REFERENCE NUMBER(S) OF DOCUMENTS ASSIGNED OR RELEASED:
GRANTOR(S):
Auburn Professional Plaza,LLC
City of Auburn
GRANTEE(S):
One Main Street Professional Plaza
Auburn Professional Plaza,LLC
One Main Street Professional Plaza Owners Association
ABBREVIATED LEGAL DESCRIPTION:
Unit 360,One Main Street Professional Plaza Condo
TAX PARCEL NUMBER(S):
639070-0100-09
639070.0090-01
LPB 01-05
Foster Pepper PLLC
Attention: Gary N. Ackerman
11 l 1 Third Avenue, Suite 3400
Seattle, Washington 98101-3264
AMENDMENT NO. 1 TO CONDOMINIUM DECLARATION
FOR ONE MAIN STREET PROFESSIONAL PLAZA
A CONDOMINIUM
Grantor: AUBURN PROFESSIONAL PLAZA, LLC, a Washington limited
liability company,and CITY OF AUBURN
Additional names on pg. N/A
Grantee: ONE MAIN STREET PROFESSIONAL PLAZA, A
CONDOMINIUM, AUBURN PROFESSIONAL PLAZA,LLC, a
Washington limited liability company, and ONE MAIN STREET
PROFESSIONAL PLAZA OWNERS ASSOCIATION
Additional names on pg. N/A
Legal Description: One Main Professional Plaza,a condominium,according to the
Condominium Declaration recorded under King County Auditor's
Recording No. 20100512000511
Assessor's Tax Parcel ID#: 6390700090 through 6390700100
Reference# (if applicable): Additional numbers on pg. N/A
DEPARTMENT OF ASSESSMENTS
Examined and approved this Z ','qay of
vb v�T 2013
Assessor
Deputy Assessor
9
0131030!.4
AMENDMENT NO. I TO CONDOMINIUM DECLARATION
FOR ONE MAIN STREET PROFESSIONAL PLAZA
A CONDOMINIUM
One Main Street Professional Plaza, a condominium (the "Condominium"), was
created by Auburn Professional Plaza, LLC, a Washington limited liability company (the
"Declarant") under Condominium Declaration recorded under King County Recording
No. 20100512000511 (the "Declaration") and Survey Map and Plans recorded under King
County Recording No. 20100512000510.
RECITALS:
A. The Declarant, as the Owner of Unit 352, and the City of Auburn (the "City"),
as the Owner of Units 300 and 380, have entered into a Purchase and Sale Agreement dated
May 20, 2013 (the "PSA") pursuant to which the Declarant is purchasing Unit 380 from the
City and the Limited Common Element terrace on the Third Floor, currently allocated jointly
to Units 300 and 380, is to be reallocated to Unit 300 solely.
B. In connection with the acquisition of Unit 380, the Declarant wishes to
combine Unit 380 with Unit 352,which it still owns, into a new Unit 360 and to incorporate a
portion of the Common Element hallway abutting Units 352 and 380 into the new Unit 360.
Under Section 7.3.2 of the Declaration, the Owner of Units 352 and 380, if it owns both
Units, has the right to incorporate all or a portion of the hallway into one of those Units.
Under Sections 24.1 and 24.2 of the Declaration, the Owner or Owners of two adjoining Units
may combine those Units.
C. Under Section 7.3.1 of the Declaration, a Limited Common Element may be
reallocated between Units by agreement executed by the Owners to which the Limited
Common Element is assigned and approval of the Board.
D. Pursuant to Section 8.1 of the Declaration, the declarant has the right to assign
On-Site and Off-Site Parking Spaces [or Business Hours Parking Pen-nits) to Units as Limited
Common Elements.
AMENDMENT
1. Schedule B to the Declaration is amended to reflect the combination of Units
352 and 380 into Unit 360, the incorporation of a portion the Common Element hallway into
Unit 360 and the assignment of parking spaces to Units as Limited Common Elements, as
attached hereto.
2. Reference is hereby made to the First Amendment to the Survey Map and
Plans recorded together herewith under King County Recording No. 2013082800
1
3 morne
The undersigned President of the Association certifies the Board has approved this
amendment and that Owners of Units to which 75% of the votes in the Association are
allocated, including the Owners of Units 300, 352 and 380, have consented to this
amendment,as evidenced by their signatures below.
DATED as of August 21 ,2013.
AUBURN PROFESSIONAL PLAZA,LLC, a
Washington limited liability company
By: Oliphant Real Estate Services, Inc., a
Washington corporation, its manager and
managing member
By:
e lip , President
STATE OF Washington }
} ss.
COUNTY OF Ring }
OnAUqust 22 , 2013 before me, Natalin Fyang
Notary Pubtic, personally appeared Jeffrey Oliphant, who proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and that by his
signature on the instrument the person(s), or the entity upon behalf of which he acted,
executed the instrument,
I certify under PENALTY OF PERJURY under the laws of the State of
Washington that the foregoing paragraph is true and correct.
1E EV,q
d++P� ' +oNFt �s' _ WITNESS my hand and official seal.
o apt fW Y y':
pU6�-� SIGNAePC1RE Off[ _RY -- --
2
SM0278A
CITY URN,a hington municipal
corpo atio
By.
Its: q
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that?Joz�
signed this instrument, on oath stated that said person was authorized to execute the instrument
and acknowledged it as the L of the CITY OF AUBURN, a Washington
municipal corporation, to be the free and oluntary act of such patty for the uses and purposes
mentioned in the instrument.
Dated thisQ\'z day of���� �t 2013.
pN.���aG1rlNlrl
j'II'i�7 Sy c,.-,n C Q \\
gnaureorN Notary)
(Legibly Nat or Slamp Naom or Notary)
r % Notary public in and for the State of Washington,
au. PU���v� S�z residing at \I_s, ^nl�
,
4ry Sr a,ww�wa`g` �- My appointment expires S t1 �aalta
k�raM1�1�N
3
5 1 oxvr.
ONE MAIN PROFESSIONAL PLAZA
OWNERS ASSOCIATION,a Washington
corporation
By: —_
J iph , President
STATE OF Washington )
ss.
COUNTY OF King )
OnAugust 22 , 2613 before me, Natalie Evans
Notary Public, personally appeared Jeffrey Oliphant, who proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and that by his
signature on the instrument the person(s), or the entity upon behalf of which he acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of
rya Rti i„gr�„ that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
S ION
' °Ut311� J
iN��•. � b o�� SIGNATURE OFN 'FARY
4
SCHEDULE B
ONE MAIN STREET PROFESSIONAL PLAZA,A CONDOMINIUM
Unit Data;Allocated Interests; Parking
Unit Allocated
Unit Floor Arco Interests' Parkine
20 BHPP
100 Ground 5,726 8.25 30 AHPP
20 BHPP
120 Ground 821 1,18 30 AHPP
20 BHPP
130 Ground 580 0.84 30 AHPP
20 BHPP
140 Ground 581 0.84 30 A14PP
OSP 101.107
20 BHPP
162 Ground 5,200 7.49 30 AHPP
190 Ground 5,31 7.66 10 B14PP
200 2 28,223 40.67 OSP 1-75
OSP 76-100
300 3 14,000 20.17 OSP 108-120
MRPT-
360 3 9,829 12.90 30 AHPP
TOTALS: 70,276 100.00
"Allocated Interests of each Unit is the ratio of the Unit area of the Unit to the aggregate
Unit Areas of all Units;provided that Unit 360 is the aggregate of former Units 352 and
380.
vOSP-Off-Site Parking Spaces. Declarant assigns 20 Business Hours Parking Permits
(BHPP)and 30 After Hours Parking Permits(AHPP)to Units 100, 120, 130, 140, 162 and
360 jointly. ,/A