HomeMy WebLinkAbout5057 amended RESOLUTION NO. 5 0 5 7 (amended)�
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
EXECUTE A PURCHASE AND SALE AGREEMENT
BETWEEN THE CITY OF AUBURN AND DORCO,
INCORPORATED FOR PURCHASE OF FOUR PARCELS OF
REALESTATE
WHEREAS, Dorco, Inc. has listedfour parcels for sale adjoining Les Gove Park; and
WHEREAS, City staff recommends that the City acquire these parcels for municipal
use.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. That the Mayor is hereby authorized to execute an Agreement
between the City and Dorco, Inco. for the purchase of four parcels of land, which
agreement shall be in substantial conformity with the agreement attached hereto as Exhibit
A and incorporated herein by this reference.
Section 2. That the Mayor is authorized to implement such administra4ive
procedures as may be necessary to carry out the directives of this legislation.
Section 3. That this Resolution shall take effect and be in full force upon passage
and signatures hereon.
Dated and Signed this��day of � , 2014.
CITY OF AUBURN
ANCY KUS, MAYOR
' The Amendment to this Resolution is the substitution of a corcected version of the Purchase and Sale
Agreement attached hereto, slightly revised from the version initially attached to the prior version of
Resolution No. 5057 passed om April 7, 2014.
Resolution No. 5057(amended)
April 14, 2014
Page 1 of 2
ATTEST:
�
Da ' .11e E: Daskam, City Clerk
APP D A O FORM:
Daniel B. Heid, City Attorney
Resolution No. 5057(amended)
April 14, 2014
Page 2 of 2
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENf (this "Agreement'� is entered into as of
the date of Mutual Acceptance (defined below), by and between DORCO, INC, a
Washington corporation ("Seller"), and the CITl' OF AUBURN, a Washington
municipal corporarion ("Buyer'�. The Reference Date above is intended to be used to
reference this Ageement and is not tlie date of"Mutual Acceptance" (defined in Section
4 below).
RECITALS
A. Seller is the owner of certain real property(the"Pro�erty") located at 1138
Au6urn Way S., 1140 Aubum Way S., 911 12�' St. SE, and 909 12 St. SE, all in the City
of Auburn, County of King, Washingfon, which Property is legally described as set forth
in the attached Eahibit A.
B. BARGAIN SALE PURCHASE. As set forth in Section 3 below, to the
extent that Seller's Appraisal indicates that the appraised value of the Property is more
than the Purchase Price set forth in tlris Agreement (the "Excess Value"), the Buyer
acknowledges that it is Seller's intention to effectuate a "bazgain sale" of the property to
the extent of such Excess Value, i.e. a sale to a governmentsl non-profit organization that
qualifies as a charity pursuant to the United States tax laws and Intemal Revenue Code.
C. Seller desires to sell the Property to Buyer, and Buyer desires to purchase
the PcopeRy from Seller, on the terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which aze hereby mutually aclmowledged, Buyer and City 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.
1.2 "Closing Date" shall mean not later than one hundred twenty (120) days
after the date of Mutual Acceptance of this Agreement.
1.3 "Escrow" means the escrow opened with Escrow Agent for the
consummation of the transaction described in this Agreement.
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04.10.14
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r
1.4 "Escrow AgenP' means Natalie Evans of Stewart Title Guaranry Company .
(206.770.8821)whose address is 1420 Sth Avenue, #440, S�attle, WA 98101.
t
1.5 "Official Records" means the official real property records of King
County, Washington.
1.6 "Opening of Escmw" means the date a fully executed copy of ttris
Mutually Accepted Agreement is deposited with Escrow Agent
1.7 "Permitted Exceptions"has the meaning as set forth in Section 73 below.
1.8 "Purchase Price"has the meaning as set forth in Section 3.
1.9 "TiUe Company" means Stewart Title Guaranry Company.
1.10 "Title Policy" means an extended coverage owner's policy of title
in�»*a*+ce issued by the Title Company to Buyer at Buyer's sole cost and expense, with
coverage in the amount of Purchase Price, showing title to the Property vested in Seller
subject only to the Perautted Exceptions.
2. Purchase and Sale. T'he Seller agrees to sell to Buyer, and Buyer agrees to
purchase from Seller, the following properiy upon the terms and conditions set forth in
this Agreement
2.1 Real Property. All of the Seller's right, title and intecest in the real
property legally described in the attached EshibiY A, together with all of Seller's right,
tide and interest in the improvements and permanent s�tructures located thereon
(collectively,the"Property");
(a) Conveyance of the Property. TiUe to the Property shall be
conveyed by a Statutory Warranty Deed in the form attached hereto as Ezhibit D (the
"Deed"), subject only to the Permitted Exceptions set forth in Section 7.3.
2.2 Intangible Property. All right, title and interest of Seller, if any, to the
following intangible property ("Intangible Pmperty") now or hereafter existing with
cespect to the Property, includiag without limitation:
(a) all of Seller's easements and other rights that are appurtenant to the
Property, if any, including but not limited to, Seller's right, title, and interest in and to
streets, alleys or other public ways adjacent to the Property, sewers and setvice drainage
easements, rights of connection to the sewers, rights of ingress and egress, and any
licenses,government approvals and pemuts affecting the Property;
(b) all leases assumed by Buyer pursuantxo Section 6.4 below; and
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04.10.14
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(c) Conveyance of Intangible Property. Seller makes no wazranties
with regazd to Intangible Properiy. Seller and Buyer shall execute and deliver to Closing
Agent at Closing an Assignment and Assumption Agreement in the form attached hereto
as Exhibit B,transfemng all Intangible Property, if any.
3. Purchase Price; Cash Payment T7ie total cash purchase price for the Property and
Intangible Property (the "Purchase Price") shall be One Million Two Hundred Fifty
Thousand Dollazs and no cems ($1,250,000.00). The Purchase Price shall be paid to
Seller in cash at Closing.
Notwithstanding the Purchase Price, at Seller's sole cost and expense, Seller may
obtain a current certified real estate appraisal of the Property ("Seller's Appraisal") using
a qualified real-estate appraiser duly licensed in the State of Washington for the purpose
of supporting Seller's Bazgain Sale Purchase, if applicable. If Seller's Appraisal
indicates tUat the appraised value of the Property is more than $1,250,000, then in
Seller's sole discretion, that amount of value over $1,250,000 shall be considered Excess
Value and may be h�eated by Seller as a "bargain sale" of the property, i.e. a sale to a
governmental non-profit organization that qualifies as a charity pursuant to the United
States tax laws and Internal Revenue Code, and the Excess Value shall constitute a
charitable contribution by Seller under applicable sections of the Intemal Revenue Code.
Seller acknowledges that (a) the substantiation of a charitable contribution deduction
rests exclusively with Seller for the Bnyer's execution of Internal Revenue Service Form
8283 that has been fully completed and signed by Seller and Seller's appraiser; (b) at the
request of the Buyer, Seller shall provide a copy of Seller's appraisal for review by the
Buyer in conjunction with its review of the Intemal Revenue Service Form 8283; and(c)
the Seller agees to sign a statement of difference in value aclmowledging that before tlie
sale, the Seller was aware of the estimated just compensation amount and made the
choice to sell for less than ihe estimated fair compensation voluntarily, as an act of free
will.
4. Mutual Acceptance. "Mutua] Acceptance" shall occur when the last
counteroffer is signed by the offeree, and the fully-signed counteroffer has been received
by the offeror, his or her broker, or the licensed office of the broker; provided that,
Mutual Acceptance shall not occur; and tlris Agreement shall not bind the City of
Auburn, until the City Council ratifies and confirms the Mayor's si�ature of the
Agreement and delivers notice of such ratification and confirmation with written
documentation thereof to Seller pursuant to Section 21, below. No acceptance, offer or
counteroffer from the Buyer is effective unUl a signed copy is received by the Seller. No
acceptance, offer or counteroffer from the Seller is effective until a signed copy is
received by the Buyer. Either party may withdiaw its offer/counteroffer upon written
notice delivered to the other party at any time prior to Mutual Acceptance.
5. Eamest Money. Within fluee (3) days of the of the Mutual Acceptance of this
Agreement, Buyer shall deposit with Escrow Agent earnest money in the amount of Sixty
Thousand Dollars and no cents ($60,000.00) (the "Eamest Money"). The Earaest Money
City of Aubum/DORCO
04.10.14
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shatl be in the form of an original promissory note (the "Note'� in favor of the Seller, in
the form attached hereto as Eahibit C. The Note shall be due and the Earnest Money
shall become aon-refundable upon Buyer's waiver or satisfaction of the Due Diligence
Contingency set forth in Section 6 below (except as otherwise expressly provided in this
Agreement). If the parties proceed to Closing, to the extent that the Note is paid, the
Earnest Money shall be applied as partial payment of the Purchase Price at Closing.
Buyer's failure to pay the Note as provided for shap constitute material breach of this
Agreement as well as default under the terms of this Agreement, the Note shall be
returned or refunded to Buyer.
6. Due Diligence.
6.1 Due Diligence Contingency. Buyer shall have the right for a period of
siacty (60) days commencing on tfie date of Mutual Acceptance of the 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; and including such appraisals, comparisons, and
valuations as Buyer deems appropriate to determine the suitability of the Purchase Price.
Buyer's obligation to pprchase the Property shall be contingent upon its approval of such
Property after conducting its due diligence review(the"Due Diligence Contingency").
(a) Approval & Waiver of Due Diligence. 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 Seller of such
detemiination in writing prior to the expiration of the Due Diligence Period, whereupon
Buyer's Due Diligence Contingency shall be deemed satisfied and waived, the Earnest
Money shall become nonrefundable (except as othenvise expressly provided in ttus
Agreement),and Buyer shall proceed to Closing.
(b) Disapproval & Exercise of Due Diligence Contingency. If Buyer
deems the Property to be unsatisfactory as a result of any of the above inspections in
Buyer's sole aad absolute discretion, or if Seller fails to provide Buyer witfi any of the
items requ'ved to be provided by Seller to Buyer under tt�is Section, on condition that
Buyer turns over to Seller a full and complete copy of all studies, investigations, surveys,
tests, and other written reports performed by Buyer and/or its agents during the Due
Diligence Period in Buyer's possession, then Buyer may terminate this Agreement in
writing at any time during the Due Diligence Period, in wluch event the Eamest Money
shall be retumed to Buyeras Buyer's sole and exclusive remedy. If Buyer fails to timely
provide Seller such written notice of Buyer termination under the Due Diligeace
Contingency, then Buyer shall (i) be deemed to have approved its Due Diligence, (n)
proceed to Closing, and (ni) the Eaniest Money shall be nonrefundable (except as
otherwise expressly provided undet this Agreement).
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04.10.14
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6.2 Due Diligence Study of Property; Access. During the Due Diligence
Period, unless this Agreement is terminated, Buyer and Buyer's agents and consultants
shall be provided with reasonable access to the Property, subject to the terms and
conditions of this Agreement. Buyer, and its agents and consultants, at Buyer's sole
expense and risk, may enter the Property during the Due-Diligence Period at reasonable
times scheduled in advance with Seller for the purpose of Buyer's due diligence study of
the Property; provided that, Buyer shall comply with Seller's reasonable requirements
including those relating to security, confidentiality, and di�ruption of Seller's tenants (if
any); provided further that, Buyer shall not perform any invasive testing or inspections,
including without limitation environmental testing or inspections beyond a Phase I
assessment without obtaining the Seller's prior wtitten consent, which shall not be
unreasonably withheld. In all events, Buyer shall restore the Pmperty and improvements
to the same condition they were in prior to such studies, testing or inspections. Buyer
shall be solely responsible for all costs of its inspections and feasibility analysis aad has
no authority to bind the Property or Seller for purposes of statutory liens. Buyer agrees to
indemnify, defend, and hold harmless Seller and its officers, directors, and shareholders,
from and against all liabilities, liens, costs, claims, danaages, losses, and expenses,
including attomeys' and experts' fees, arising from or relating to entry onto, studies,
testiag or inspections of the Property by Buyer, its principals, employees, agents,
consultants, licensees or invitees. In connection with the foregoing indemnity duty only,
Buyer specifically and expressly waives any immunity that it may be granted under the
Wasfrington State Industrial Insurance Act, Tide 51 RCV✓. Buyer's indemnity duty shall
not be limited by any limitation on the amount or type of damages, compensation, or
benefits payable to or for any third party under the Worker Compensation Acts,
Disability Benefit Acts or other employee benefit acts. Buyer may continue to enterthe
Property in accordance with the foregoing terms and conditions after removal or
satisfaction of the Due Diligence Contingency only for the purpose of leasing or to satisfy
conditions of financing.
Buyer shall (a) exercise reasonable care at all times on or about the Property, and
(b) shall take reasonable precautions for the prevention of injury to persons or damage to
property on or about the Property. Buyer shall keep the Property free from all
mechanics', materialmen's, professional's, and other liens, and all claims thereof, arising
from any work or labor done, inspections, testing, services performed, or materials,
equipment or supplies furnished in connection with Buyer's actions in the exercise of its
right of entry on the Property, and Buyer shall indemnify and defend Seller against and
hold Seller harmless from and against all such liens and claims.
Ttris foregoing indemnity, defense, and hold hazmless ageements of Buyer shall
survive Closing or termination of this Agreement.
63 Books, Records, Leases, Agreements. As part of Buyer's Due Diligence
study, Seller shall make available for inspection by Buyer and its agents within ten (TO) '
days after Mutual Acceptance the following documents in Seller's possession or control,
City of Aubum/DORCO
04.10.14
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if any, relatiag to the ownership, operation, renovation or development of the Property,
excluding appraisals or other statemenu of value:
(a) statements for real estate taxes, and assessments for the last three
yeazs and yeaz to date;
�) P�P�Y management agreements and any other agreements with
professionals or consultants;
(c) leases or other ag�reements relating to occupancy of all or a portion
of the Properiy and a schedule of tenants,renu, prepaid rents, deposits and fees; and
(d) environmental sNdies and land surveys of the Property.
6.4 Leases Affecting the Property. Buyer shall determine within the Due
Diligence Period whether Seller will agee to terminate any objectionable leases. At the
time of the mutaal execution of this Agreement, there are currenfly four mo�h-moMh
commercial tenants on the Property. Seller.shall not be obligated to terminate any leases
objected to by Buyer until e�cpiration of the Due Diligence Period and Buyer's Earaest
Money has .become non-refundable. Buyer must affirmatively agree to accept any
existing leases,and Buyer's silence or failure to so agree by the end of the Due Diligence
Coatingency shall be deemed to be Buyer's rejection of the same and this Agreement
shall terminate pursuant to Section 6.1 (b), above. At Closing, Seller shall assign, and
Buyer shall assume,the leases as pmvitied for in Section 2.2 above.
7. Title.
7.1 Condiuon of Title. Unless otherwise specified in this Agreement, fitlg to
the Property shall be marketable at Glosing. The following shall not cause the fide to be
unmarketable: rights, reservations, covenants, conditions and restrictions, presently of
record and general to the area; easements and encmachments, not materially affecting the
value of or unduly interfering with Buyer's reasonable use of the Property; and reserved
oil anil/or mining rights. Monetary encumbrances or liens not assumed by Buyer, shall
be gaid or discharged by Seller on or before Closing; provided that, Seller shall not be
required to iacur any out-of-pocket expenses or liability other than payment of monetary
encumbrances or liens not assumed by Buyer, and proration of real property taxes.
7.2 Tide Commitment. Prompdy after mutual execurion of tlus Agreement, at
Buyer's sole cost and expense,Buyer may obtain an extended coverage owner'spolicy of
preliminary title insurance commitment covering the Property from the Title Company
(the "Commitment'� together with copies of all recorded documents listed as special
exceptions therein. Buyer shall pay any 6tle cancellation fee(s), in the event such a fee is
assessed. Approval by Buyer of the exceptionsto tifle set forth in the Commitment(other
than as hereinafter set forth) shall be a condition precedent to Buyer's obligaUon to
purchase the Property; PROVIDED THAT, unless Buyer gives written notice that it
City of Aubum/DORCO
04.10.14
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disapproves the exceptions to title shown on the Commitment (other than the exceptions
to tifle approved by Buyer and described in Section 7.3 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 any new title matters aze disclosed in a supplemental tiUe report, then the
preceding termination, objection and waiver provisions shall apply to the new title
matters except that Buyer's notice of objections must be delivered within ten(10)days of
delivery of the supplemental report and Seller's response or Buyer's waiver must be
delivered within ten (10) days of Buyer's notice of objections. The Closing Date shall be
extended to the extent necessary to permit time for these notices.
If Buyer disapptoves any title exceptions, Seller 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 nodce to Buyer as to which of such disapproved title exceptions the
Seller agrees to remove (or cause to be removed) &om title; provided tUat, to the extent
Seller agrees to remove such exception(s), Seller shall not be required to actually remove
such exceprion(s) until Closing. If, for any reason, Seller's notice given pursuant to the
immediately preceding sentence does not covenant to remove all of Buyer's disapproved
tiUe exceptions at or prior to Closing, Buyer shall have the right to terminate this
Agreement by written notice to Seller and Escrow Agent given within ten (10) days aftet
the earlier of the expiration of such ten (10) day period or the date Seller 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 tide exception. If Buyer
delivers the Terminarion Notice within such ten (10) day period, the obligation of Seller
to sell, and Buyer to buy, the Property as herein provided shall tetminate and the Eamest
Money shall be retumed to Buyer. Buyer shall have the option to waive the condiUon
precedent set forth in this Section 7.2 by written notice to Seller. In the event of such
waiver; such condition precedent shall be deemed satisfied.
73 Permitted Exceptions. In addition to those exceptions not objected to or
for which Buyer waived its objections, and such other exceptions to tide as may be
appmved by Buyer p»rsi�aat to the provisions of Section 7.2 above, Buyer shall accept
title to the Property subject to the following exceptions (collectively, the "Permitted
Exceptions")`.
(a) The printed General Exclusions and Excepdons which appear in
the extended coverage owner's policy of tide insurance issued by Title Company in the
State of Washington; and,
(b) Any monetary encumbrances, liens, or other items created by
Buyer orits principals, employees, agents, consultants, licensees or invitees
8. Closing.
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8.1 Time for Closing. This purchase and sale shall be closed in the office of
Escrow Agent on the Closing Date. Buyer and Seller shall deposit in Escrow with
Escrow Agent by 12:00 p.m. on the-scheduled Closing Date all inshvments, documents
and monies necessary to complete the sale in accordance with this Agreement. Funds
held in reserve accounts pursuant to escrow instrucdons shall be deemed, for purposes of
this definition,as available for disbursement to Seller.
8.2 Closing Costs.
(a) Seller's Costs. At Closing, Seller shall pay: (i) one-half('/z) of the
escmw fees and costs; (ii) Seller's share of prorations, if any; (iii) Real Estate Excise Tax
on the sale of the Property; and, (iv) any commissions due &om Seller to Coldwell
Banker Commercial of Puyallup, Washington.
(b) Buyer's Costs. At Closing,�Buyer sha11 pay: (i) one-half(%z) of the
escrow fees and costs; (ii) the rewrding fees for the Deed; (rii) Buyer's share of
prorations, if any; (iv) any costs or premiums charged for the Title Policy and any
additional endorsemenu, surveys, or coverages Buyer may require, including applicable
sales tax thereon; (v) Buyer shall pay to Seller at Closing an additional sum equal to any
utiliry deposits forwhich Buyer receivesthe benefit after Closing; (vi) Buyer shall pay all
costs of its financing, if any; and (vii) Buyer shall pay any sales or use tax, transfer fees,
and assignment fees, applicable to the transfer of Personal Property and Intangible
Property included in the sale.
(c) Prontions. Rea1 and personal property taxes and assessments
payable in the yeaz of closing; collected rents on any existing tenancies; interest; utilities;
and other operating expenses for the Property shall be pro-rated as of Closing. All
refundable securiry deposits, as disclosed in any leases effective as of the Closing Date,
shall be released to Seller at Closing as Seller's sole property, and an equat amount shall
be credited to Buyer at Closing through the Settlement Statement.
(d) Other Costs. Buyer and Seller shall each pay their own legal fees
and fees of their own consultants incurred in the negotiation of this Agreement and
consummation of the sale contemplated herein, except as otherwise provided under
Section 17 below. All other costs and expenses not heretofore apportioned shall be
allocated between Buyer and Seller in accordance with the customary practice in real
estate t�ansactions of this type in King County, Washington.
8.3 Closing Documents.
(a) Seller's Documents. At Closing, Seller shall deliver to Escrow
Agent the following instruments and documents:
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(i) The executed and acknowledged Deed conveying the
Property to Buyer;
(u) Seller's executed counterpart executed real estate excise tax
affidavit to accompany the Deed;
(iii) An executed nonforeign person affidavit in the form
required under Section 1445 of the Internal Revenue Code(e.g., CBA Form 22E);
(iv) Seller's Disclosure Form as required by RCW 64.06.013;
and
(v) Seller's executed counterpart of the Assignment and
Assump6on Agreement transferring any leases and Vendor Contracts assumed by Buyer
pursuant to Section 63, and any Intangible Property transferred pursuant to Section 2.2. �
(b) Buyer's Documents. At Closing, Buyer sha11 deliver to Escrow
Agent the following fimds, inshumeats and documents:
(i) The balance of the Purchase Price in accordance with
Section 3;
(ri) Buyer's executed counterpart to the real estate excise tax
affidavit referenced in Section 83(a)(ii); anci
(iii) Buyer's executed counterpart of the Assi�ment and
Assumption Agreement referenced in Section 8.3(a)(iv).
8:5 Possession. Buyer shaq be entitled to possession of the Property upon
Closing. Buyer shall accept possession subject to all tenancies specifically agreed to by
Buyer during the Due Diligence Period.
8.6 Post-Closing Adjustments; Collections, and Payments. After Closing,
Buyer and Seller shall reconcile the actual amount of revenues or liabilities upon receipt
or payment thereof to the extent those items were prorated ot credited at Closing based
upon estimates. Any bills or invoices rebeived by Buyer after Closing wtuch relate to
s.ervices readered or goods delivered to the Seller or the Property prior to Closing.shall be
paid by Seller upon presentation of such bill or invoice, excepting services rendered or
goods delivered to the Property arising from or relating to entry onto, or studies or
inspections of, the Pmperty by Buyer, its principals, employees, agents; consultants,
licensees or invitees, as except as otherwise provided under this Agreement At.Buyer's
option, Buyer may pay such bill or inyoice and be reimbursed the amount paid plus
i�erest at the rate of 12%per annum beginning fifteen(15)days from the date of Buyer's
written demand to Seller for reimbursement until such reimbiusement is made.
Notwithstanding the foregoing,if tenantspay certain expenses based on estimates subject
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to a post-closing reconciliation to the actual amount of those expenses, then Buyer shall
be entided to any s►uplus and shall be liable for any credit resulting from the
reconciliation. Rents collected from each tenant after Closing shall be applied first to
rentals due most recently from such tenant for ihe period after closing, and the balance
shall be applied for the benefit of Seller for delinquent rentals owed fora period prior to
closing. The amounts applied for the benefit of Seller shall be tumed over by Buyer to
Seller promptly after receipt. Seller shall. be entitled to pursue any lawful methods of
collection of delinquent rents but shall have no right to evict tenants after Closing.
9. Reserved
10. Reserved.
11. Representations and Warranties.
11.1 Seller's Representations and Warranties. In addition to any other
representations or wazranties of Seller elsewhere in this Agreement, Seller represenu and
warrants to Buyer now,and as of the Date of Closing,that:
(a) Authority. Seller, and the person signing on behalf of Seller, has
full power and authority to execute tlus Agreement and perForm Seller's obligations
tiereunder, and all necessary action to authorize this transaction has been taken, except as
specifically provided herein.
(b) Hazardous Substances. As used herein, the term "Hazardous
Substances" shall mean any substance or material now or hereafter defined or regulated
as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant
under any applicable federal, state, or local law, regulation, or ordinance goveming,any
substance that could cause actual or suspected harm to human health or the environment
("Environmental Law"). The term "Hazardous Substances" specifically includes, but is
not limited to, petroleum,petroleum by-pmducts, and asbestos. Except as disclosed to or
lmown by Buyer prior to the satisfaction or waiver of the Due Diligence Contingency ;
stated in Section 6 above, including in the books, records and documents made available
w Buyer, or in the tifle report or any supplemental report or documents referenced
therein, Seller represents to Buyer that, to the best of Seller's actual lmowledge without
the duty of investigation, each of the following is true as of the date hereof:
(i) Seller has not received notification of any pending or
threatened investigation or remedial actioa by any govemmental agency regazding the
release of Hazardous Substances or the violation of Environmental Law at the Property;
(ii) the Property has not been used as a landfill or waste
disposal site; and
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(iii) the Property has not been contaminated with any
Hazardous Substances.
11.2 Buyer's Representations and Warranties. In addition to any other
representations and wazranties of Buyer elsewhere in tlus Agreement, Buyer represents
and warrants to Seller 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; (b) the individual executing this Agreement on behalf of Buyer has the
authority to bind Buyer to the terms and conditions of this Ag�eement; and (c) that Buyer
has sufficient experience and expertise such that it is reasonable for Buyer to rely on its
own pre-closing inspections and investigations.
11.3 "AS IS" CONDITION OF PROPERTY. THE PURCHASE PRICE
REFLECTS THAT Tf� PROPERTY IS BEING PURCHASED BY BUYER ON AN
"AS IS" "WHERE IS" AND "VJITH ALL FAULTS" BASIS. EXCEPT FOR THOSE
REPRESENTATIONS AND WARRANfIES SPECIFICALLY MADE BY SELLER IN
THIS AGREEMENT OR IN THE DEED TO BE DELNERED BY SELLER AT
CLOSING, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IlvIPLIED, REGARDING 'TI-IE PROPERTY; SELLER HEREBY
DISCLAIMS, AND BUYER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS
AND PRIVILEGES ARISING OUT OF OR WITH RESPECT TO, ANY
REPRESENTATIONS, WARRAN"TIES OR COVENANTS, WHETI-IER EXPRESS OR
Il�IPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY BE
DEEMED TO HAVE BEEN MADE OR GNEN, BY SELLER OR ITS
REPRESENTATIVES, INCLUDING BUT NOT LIMITED TO ANY BROKER
EXCEPT TO � EXTENT OF ANY REPRESENTATIONS OR
WARRANTIES EXPRESSLY SET FORTH ELSEV✓F�RE IN THIS AGREEMENT,
BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, AND SELLER
EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRAN'ITES WITH
RESPECT T0, AND SELLER SHALL HAVE NO LIABILITY FOR: (I) THE
CONDITION OF THE PROPERTY OR ANY BUILDINGS, STRUCTURES OR
IMPROVEMENTS LOCATED Tf�REON OR THE SUITABILITY Tf�REOF FOR
HABITATION, OCCUPANCY OR FOR BUYER'S 1NTENDED USE OR FOR ANY
USE WHATSOEVER; (II) ANY APPLICABLE BUILDING, ZONING OR FIRE
LAWS OR REGULATIONS OR WITH RESPECT TO COMPLIANCE TE�REWITH
OR WITH RESPECT TO THE EXISTENCE OF OR COMPLIANCE WITH ANY
REQUIItED PERMITS, IF ANY, OF ANY GOVERNMENTAL AGENCY; (IIn TI�
AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER OR UTILITIES, ANY
RIGHTS TI-IERETO, OR ANY WATER, SEWER OR UTILITY DISTRICTS; (N)
ACCESS TO ANY PUBLIC OR PRNATE SANITARY SEWER SYSTEM; (� TI-IE
FACT THAT ALL OR A PORTION OF TI-IE PROPERTY MAY BE LOCATED ON
OR NEAR AN EARTHQUAKE FAULT LINE; OR(VI) EXCEPT AS SPECIFICALLY
SET FORTH ABOVE, TI� PRESENCE OF ANY HAZARDOUS SUBSTANCES IN
City of Aubucn/DORCO
04.10.14
Page 11 of 27
ANY IMPROVEMENTS ON TI3E PROPERTY, INCLUDING WITHOUT
LIMITATION ASBESTOS OR FORMALDEHYDE, OR TI� PRESENCE OF ANY
ENVIRONMENTALLY HAZARDOUS WASTES OR MATERIALS ON OR UNDER
THE PROPERTY. WITHOUT LIMITING TFIE 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 SELLER AT CLOSING,
SELLER SHALL HAVE NO LIABILITY TO BUYER WITH RESPECT TO THE
GONDITION OF TI� PROPERTY UNDER COMMON LAW, OR ANY FEDERAL,
STATE, OR LOCAL LAW OR REGULATION, INCLUDING BUTNOT LIMITED TO
TI-IE COMPREHENSNE ENVIIZONMENTAL 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'�, RCV✓
70.1O5D. BUYER HEREBY RELEASES AND WANES ANY AND ALL CLAIMS
WHICH THE BUYER HAS OR MAY HAVE AGAINST SELLER UNDER ANY OF
Tf� FOREGOING LAWS OR WITH RESPECT TO T'HE CONDITION OF TI-IE
PROPERTY, EXCEPT TO THE EXTENT OF ANY CLAIMS BUYER MAY HAVE
ARISING FROM ANY EXPRESS REPRESENTATIONS, WARRANTIES OR
COVENANTS OF SELLER UNDER THIS AGREEMENT OR ANY DOCUMENTS
TO BE EXECUTED AND DELNERED BY SELLER AT CLOSING. BUYER
ACKNOWLEDGES TO SELLER THAT BUYER IS GNEN THE OPPORTUNTfY
UNDER THIS AGREEMENT TO FULLY INSPECT THE PROPERTY AND BUYER
ASSUMES 'I'I� RESPONSIBILITY AND RISKS OF ALL DEFECTS AND
CONDITIONS, INCLUDING SUCH DEFECTS AND CONDITIONS, IF ANY, THAT
CANNOT BE OBSERVED BY CASUAL INSPECTION, SUBJECT TO Tf�
EXCEPTION OF RIGHTS EXPRESSLY SET FORTH ABOVE.
BUYER: � SELLER:
BY WANING Tf� DUE DILIGENCE CONTINGENCY PROVIDED FOR IN
THIS AGREEMENT, BUYER AGREES THAT, EXCEPT TO THE EXTENT
CONTRARY TO ANY EXPRESS REPRESENTATIONS, WARRANTIES OR
COVENANTS OF SELLER SET FORTH IN THIS AGREEMENT: (A) BUYER
SHALL BE DEEMED TO HAVE ACCEPTED ALL RISK ASSOCIATED WITH
ADVERSE PHYSICAL CHARACTERISTICS AND EXISTING ENVIRONMENTAL
CONDITIONS OF Tf� PROPERTY THAT MAY OR MAY NOT HAVE BEEN
REVEALED BY BUYER'S INVESTIGATION OF TI-IE PHASE I REPORT OR
OTI-IER INVESTIGATION OR TESTING OF THE PHYSICAL AND/OR
ENVIRONMENTAL CONDITION OF THE PROPERTY, AND (B) AS BETWEEN
SELLER AND BUYER, BUYER SHALL BE DEEMED TO HAVE ACCEPTED ALL
COSTS AND LIABILI'fIES ASSOCIATED IN ANY WAY WITH THE PHYSICAL
AND ENVIRONMENTAL CONDITION OF 'I'HE PROPERTY. IF A PHASE I �
ENVIRONMENTAL SITE ASSESSMENT REPORT OR OTf�R ENVIRONMENTAL
STUDY OR REPORT (COLLECTIVELY, THE "PHASE I REPORT") HAS BEEN
DELNERED BY SELLER TO BUYER, BUYER ACKNOWLEDGES AND AGREES
City of Auburn/DORCO
04.10.14
Page 12 of 27
THAT SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, REGARDING Tf� TRUTH, ACCURACY OR THOROUGHNESS OF
THE INVESTIGATION, PREPARATION OR CONTENT OF ANY PHASE I REPORT
PROVIDED BY SELLER, OR THE COMPETENCE OR ABILITY OF THE PERSONS
OR COMPANIES PREPARING SUCH REPORT. BY VIRTUE OF THE DUE
DILIGENCE CONTINGENCY PROVIDED FOR IN THIS AGREEMENT, BUYER
AGREES THAT BUYER WILL HAVE A REASONABLE OPPORTUNITY TO -
REVIEW ANY PHASE I REPORTS PROVIDED BY SELLER IN ORDER TO MAKE
AN INDEPENDENT VERIFICATION OF Tf� INFORMATION CONTAINED
TI�REIN, AND THAT BUYER AND TfS ENVIRONMENTAL CONSULTANTS
WII,L HAVE A REASONABLE OPPORTUNITY TO CONDUCT ITS OWN
INVESTIGATION OR TESTING OF Tf� PHYSICAL AND ENVIItONMENTAL
CONDITION OF Tf� PROPERTY, AND THAT BUYER WILL HAVE THE
REASONABLE OPPORTUNITY TO TERMINATE THIS AGREEMENT PURSUANf
TO THE DUE DILIGENCE CON'PINGENCY IE BUYER IS NOT SATISFIED WITH
TI-� TRUTH, ACCURACY, THOROUGHNESS, OR RESULTS, OF ANY
INVESTIGATION, PREPARATION OR CONTENT OF ANY PHASE I REPORT, OR
OTI�R INVESTIGATION OR TESTING OF TEIE PHYSICAL AND
ENVIRONMENTAL CONDITION OF THE PROPERTY.
12. Maintenance of Property; Risk of Loss, Condemnation.
12.1 Maintenance of Property. From the date of Mutual Acceptance of this
Agreement until the Closing Date (or until any eazlier termination of tlus Agreement),
Seller agrees to maintain the Property in substantially the same condition existing as of
the date of Mutual Acceptance, except for changed conditions of the Property arising
from or relating to entry onto, or studies or inspections of, the Property by Buyer, its
principals, employees, agents, consultants, licensees or invitees, except for ordinary wear
and tear, and except for damage to the Property by casualty.
12.2 No New Leases or Contracts. After the date of Mutual Acceptance and
through Closing(or until any eariier termination of this Agreement), Seller shall not enter
into any new leases, contracts or agreements materially affecting the Property without the
prior written consent of Buyer, wlrich shall not be unreasonably witUheld, except that
Seller may enter into interim contracts or agreements in connection with the
management, maintenance, repair or p;eservation of the Property in the normal course of
busiaess if each such contract or ageement expires or is terminated at or prior to Closing,
if not assumed by Buyer as otherwise provided under ttris Agreement.
12.3 Risk of Loss; Condemnation. Except for Buyer's obligations associated
with entry upon or use of the Property as set forth in Section 6 above, and except as
otherwise provided in this Agreement, Seller bears all risk of loss until Closing, and
thereafter Buyer shall bear the risk of loss. Buyer may terminate this Agreement and
obtain a refund of the Earnest Money if improvements on the Property aze destroyed or
materially damaged by casualty before Closing. Damage will be considered material if
Ciry of Aubum/DORCO
04.10.14
Page 13 of 27
the cost of repair exceeds five percent (5%) of the purchase price stated in tYris
Agreement. Alternatively, Buyer may elect to proceed with closing, in which case,at
Closing, with respect to the property to be conveyed by Seller to Buyer under this
Agreement, Seller shall assign to Buyer all claims and right to proceeds under any
property insurance policy and shalT credit to Buyer at Closing the amount of any
deductible provided for in the policy. Seller shall prompfly notify Buyer of any
condemnation or eminent domain proceeding which affects the Property during the term
of tivs Agreement. In the event of any condemnation or eminent domain proceeding by
any entity, or a deed in lieu or under threat thereof,wtuch affects a material portion of the
Property, Buyer may elect either w terminafe this Agreement, or to purchase the Property
ia ttie condition existing on the Closing Date without adjustment of the Purchase Price; if
Buyer elects to so terminate this Agreement, the Eamest Money shall be retiuned to
Buyer; if Buyer elects to proceed to Close the purchase of the Property, Seller shall not
be liable to restore same, and Buyer shall be entitled to any condemnation award or
payment in lieu thereof payable to Sellet in its capacity as the owner thereof.
13. Default.
13.1 Time. Time is of the essence of ttris Agreement. Unless otherwise
specified in tkris Agreement, any period of time in this Agreement shall mean Pacific
Time and shall begin the day after the event starting the period and shall expire at 5:00
p.m. of the last calendar day of the specified period of time, unless the last day is a
Saturday, Sunday or legal holiday as defined in RCW 1.16.050, in which case the
specified period of time shall expire on the next day that is not a Saturday, Sunday or
legal holiday. Any specified period of five (5) days or less shall not include Saturdays,
Sundays or legal holidays. Notwithstanding the foregoing, references to specific dates or
times or number of hours shall mean those dates, times or number of hours; provided,
however, that if the Closing Date falls on a Saturday, Sunday, or legal holiday as defined
in RCW 1.16.050, or a date when the county recording office is closed, then the Closing
Date shall be the next regulaz business day.
13.2 Seller'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, Seller's exclusive remedy shall be payment on the Note deposited as earnest
money as set forth in Section 5 of this Agreement as liquidated damages. Buyer
expressly agrees that the retenuon of the Deposit by Seller represenu a reasonable
estimation of the damages in the event of Buyer's default and failure to close hereimder,
that actual damages may be difficult to ascertain and that this pmvision does not
constitute a penalty. In this respect, Buyer and Seller aclaiowledge that these damages
have been specifically negotiated between Buyer and Seller and aze, inter alia, to
compensate Seller for delaying the eventual sale of the Property and to compensate Seller
for its costs and expenses associated with ttris Agreement. Buyer hereby waives the
rights and benefits of any law, rule, regulation or order now or hereafter existing that
would allow Buyer to claim a refund of the Deposit as unearned eaznest money, as a
penalty or for any other reason except default by Seller.
Ciry of Auburn/DORCO
04.10.14
Page 14 of 27
13.3 Buyer's Remedies for Seller Default. If Seller 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 per£ormance; or (b) terminate this
Agreement, and receive a refund of the Deposit and recover from Seller all of Buyer's
incidental damages.
13.4 Neither Buyer nor Seller may recover consequential damages such as lost
profits.
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). Notices to Seller mtist be signed
by Buyer and must be delivered to Seller and Listing Broker. A nofice to Seller shall be
deemed delivered only when received by Seller, Listing Broker, or the licensed office of
Listing Broker. Notices to Buyer must be signed by Seller and must be delivered to
Buyer. A notice to Buyer shall be deemed delivered only when received by Buyer, or the
office of Buyer identified below.
The parties' respective addresses for notices aze as follows:
If to Buyer: City of Auburn
Communiry Development and Public Works Department
25 West Main Street
Auburn, WA 98001-4998
Atin: Ditector of Community Development and Public
Works Department
With copies to: City Attorney's Office
City of Auburn
25 West Main Street
Auburn, WA 98001-4998
Attn: City Attorney
If to Seller: DORCO, INC.
Attn: Richard L. Hen, Authorized Agent
1908 SW 166TH
Burien, WA 98166
With copies to: Coldwell Banker
Ethan Offenbecher
929 East Main, Suite 320
Puyallup, WA 98372
Sayre Law Offices, PLLC
City of Auburn/DORCO
04.10.14
Page 15 of 27
Attn: Jeffrey M. Sayre
1320 University Street
Seattle, WA 98101
Norice of change of address shall be given by written nodce in the manaer detailed in this
Section 14.
15. General.
15.1 Entire Agreement. This Agreement is the entire agreement of Buyer and
S"eller with respect to the matters covered hereby aad supersedes all prior agreemenu
between them, written or oral. This Agreement may be modified only in writing, signed
by Buyer and Seller. 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 govemad by the
laws of the State of Washington. Venne for disputes under this ageement shall lie with
the Superior Court of King County, Waslungton.
15.2 No Third Party BeneSciaries/Severability. T7ris Agreement is for the
benefit only of the parties hereto and shall inure to the benefit of and bind the heirs,
personai representatives, successors and permitted assigns of the parties hereto. The
invalidity or unenforceability of any provision of tlus Agreemeat shall not affect the
validity or enforceability of any other pmvision hereof. 1'his Agreement may be
executed in counterparts, each of wluch shall be deemed an original, but all of wlrich
together shall wnstitute one and the same instrument.
153 Assignment Any assignment by Buyer requires Seller's prior written
wnsent; and as a condition of consent, the initial Buyer, as assignor, shall, among other
reasonable requirements that may be imposed by Seller, remain responsible for those
obligations of Buyer stated in this Agreement notwithstanding any assignment.
16. Commissions. Buyer represents that it has not engaged any broker, agent or
finder in connection with tke negotiations leading to this Agreement or purchase and sale
transaction contemplated herein. Seller repmsents that it has engaged Coldwell Banker
Coxnmercial of Puyallup, Washington as a listing agent. Other than as specified in this
Agreement, each party hereby agrees to indemnify, defend and hold the other party
hazmless from and against any claims for broker's, agenYs, or finder's fees or
commissions arising from or through the actions of the indeinnifying party.
17. Attorneys' Fees. If Buyer or,Seller institutes suit or action against the other to
interpret or enforce the terms of this Agreement, the prevailing party therein.stiall be
endtled to recover from the other party such sum as the court may adjudge reasonable as
attorneys' fees and expenses, including fees incurred at hial, on any appeal and in any
petition for review.
City of Auburn/DORCO
04.10.14
Page 16 of 27
T8. Exclusivity. During the tenn of this Agreement Seller shall not accept any offers
from third parties with respect to sale of the Property; provided that, Seller may accept
"backup" or contingent offers, so long as any such offers accepted aze subordinated to
this Agreement and made expressly contingent upon the tertnination of this Agreement.
19. Reservation of Police Power. Notwithstanding anything to the contrary set forth
herein, Seller understands and acknowledges that the Buyer'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. Confidentiality. Buyer and Seller shall follow reasonable measures to prevent
unnecessary disciosure of information obtained in connection with the negotiation and
performance of this Agreement. Neither party shall use or knowingly permit the use of ..
any such information in any manner detrimental to the other party: Provided, that Seller
aclmowledges that Buyer is subject to the provisions of Washington's Public Records
Act, Chapter 42.56 RCW. If a public records request is made for records related to this
Agrecment, Buyer shall notify Seller of Buyer's intended response, and will give Seller �
10 days to obtain a court order enjoining release of documents.
21. Ciry Council Approval. Mutual Acceptance shall not occur and this Agreement
shall not bind the City of Auburn until the City Council ratifies and confirms the Mayor's
signature of the Ageement. Buyer shall prompdy notify Seller upon the issuance or
denial of such ratification and confirmation and shall promptly provide Seller with
written documentation of such ntification and confirmation, or of such denial. Either
partymay withdraw its offer/counteroffer at any time prior to Mutual Acceptance.
[remainder of page left intentionaily blank.]
City of Auburn/DORCO
04.10.14
Page 17 of 27
22 Exhib�ts The followmg Exhib�ts aze attached hereto aze mcorporated herein as if
fully set forth
Exhibrt A—Legal Descnptions
Exhibit B—form of Assignment and AssumpUOn Agreement
Exh�bit C—form of Earnest Money Promissory Note
Exhibit D—form of Statutory Werranty Deed
SIGNED m duplicate ongmal as of the dates set forth below
CITY OF AUBURN, DORCO, INC ,
a Washmgton municipal corporation a Washmgton corporat�on
Date APR 14 1014 Date � y
//+�i D � �
ancy Ba c ayor By. Richazd L Herr, Its Authorized
Agent
Attest.
!iL �
Damelle Daskam, Crty Clerk
Ap ro ed as
Damel B He�d, Aubum City tto ey
City of Aubum/DORCO
04 10 14
Page l8 of 27
EXHIBIT "A"
LEGAL DESCRIPTION
Parcel 1:
That portion of Government Lot 6, in Section 19, Township 21 North, Range 5 East,
W.M., in King County, Washington, described as follows:
Commencing at the Southeast corner of said Government Lot;
Tlience South 89°27'27" West along tfie South line thereof 992.13 feet;
Thence North 0°32'33" West 130 feetxo the point of beginning;
Thence North 43°02'48" West 58 feet;,
Thence North 89°36'S5" West 44.91 feet;
Thence North 0°23'OS" East 129.80 feet;
Tlience South 89°36'S5" East 110 feet;
Thence South 53°40'46" East 102.5 feet;
Thence South 0°3233" East 110.0 feet;
Thence South 89°27'27" Wast 110.0 feet to the point of beginning; Also:
That portion of Govemment Lot 6, in Section 19, Township 21 North, Range 5 East,
W.M., in King County, Washington, described as follows:
Commencing at the Southeast corner of said Govemment Lot;
Thence South 89°27'27" West along tfie South line thereof 992.13 feet;
Thence North 0°32'33" West 130 feet;
Thence North 43°02'48" West 58 feet;
Thence North 89°36'S5" West 44.91 feet to the point of beginning;
Thence continuing North 89°36'S5" West 110.1 feet to the Easterly margin line of
Auburn Way South;
Thence North 43°02'48" West 4131 feet;
Tlience South 89°36'S5" East 138.5 feet;
Thence South 0°23'OS" West 30.0 feet to the point of beginning.
Parcel2:
Thatportion of Govemment Lot 6, in Section 19, Township 21 North,Range 5 East,
W.M., in ICing Connty, Washington, described as follows:
Beginning at a point of the South line of said.Government Lot 6,distant thereon 882.13
feet West of the Southeast corner thereof;
Thence North 240 feet;
Thence North 53°40'48" West 102.05 feet;
City of Aubutn/DORCO
04.10.14
Page 19 of 27
Tfience North 89°36'S5" West 110 feet to the True Point of Beginning;
Thence South 00°23'OS" West 99.80 feet;
Thence North 89°36'S5" West to the Northeasterly right-of-way line of Auburn Way
Soutfi;
Thence Northwesterly along said Northeasterly right-of-way line to a point thereon which
beazsNorth 89°36'S5" West from the True Point of Beginning;
T&ence South 89°36'S5" East to the True Point of Beainning.
Parcel3:
That portion of Government Lot 6, in Section 19, Townstup 21 North, Range 5 East,
W.M:, in King County, Washington, described as follows:
Beginning at the Southeast corner of said Government Lot 6,running thence South
89°2T27" West,along the Southerly line thereof, a distance of 882.13 feet;
Tfience North 0°32'33" West 30 feet to the True Point of Beginning of the iract herein
described;
Thence continuing North 0°32'33" West 100 feet;
Thence South 89°27'27" West 60 feet;
Thence South 0°32'33" East 100 feet;
Thence North 89°2727" East 60 feet to the True Point of Beginning;
Except the South 3 feet as conveyed to the City of Auburn for street purposes by deed
recorded under King County Recording Number 7106100541.
Parcel4:.
That portion of Govemment Lot 6, in Section 19, Townslup 21 North, Range 5 East,
W.M:, in King County, Washington, described as follows:
Beginning at the Southeast corner of said Government Lot 6,nwning thence South
89°27'27" West, along the,Southerly line thereof, a distance of 942.13 feet;
Thence North 0°32'33" West 30 feet to the Tiue Point of Beginning of the tract herein
described;
Thence continuing North 0°32'33" West 100 feet;
Thence South 89°27'27" West 50 feet;
Thence South 0°32'33" East 100 feet;
Thence North 89°2?'27" East 50 feet to the True Point of Beginning;
Except the South 3 feet as conveyed to the City of Aubum for street purposes by deed
recorded under King County Recording Number 7101210312.
City of Auburn/DORCO
04.10.14
Page 20 of 27
Ezhibit B—form of Assi�ment and AssumpNon A¢reement
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement(the "Assig►ment") is made the day
of , 20 , between Dorco, Inc., a Washiii¢ton corporation("Assignor") and
Citv of Auburn, a Washineton municipal corporation("Assignee"). Assignor is the
"Seller," and Assignee is the"Buyer,under that certainpurchase and sale agreement(the
"Purchase AgreemenY') dated Mazch 6,2014, for real property commonly known as 1138
Auburn Way S., 1140 Aubum Way S., 911 12�' St SE, and 909 12�' St. SE, all in the City
of Auburn, Couuty of King, Washington(the"Property").
1. AssiQned Prooertv. Pursuant to the terms of the Purchase Agreement, Assignor
grants, assigns, sells;transfers, sets over and delivers to Assignee a11 of Assi�or's right,
tide and interest in and to the following personal property(collectively the"Assigned
Property")and Assignee accepts such assignment:
A. Leases. Each of the leases of real or personal properry identified
in Eachibit A to this Assignment;
B. Contracts. All contracts or agreements of any nature, (including
without limitation design contracu, constcuction contracts,purchase orders, utility
contracts, water and sewer service contracts,maintenance contracts, warranties, and soils
reports), identified in Exhibit B to this Assig�unent; and
C: Intangible Property. All intangible property now or hereafter
existing with respect to the Property(including without limitation: all righu-of-way,
rights of ingress or egress or other interests in, on, or to, any land,highway, street,road,
or avenue, open or proposed, in, on, or across, in front of, abutting or adjoining the
Property; all rights to urilities serving the Property; all drawings,plans, specifications and
otherarchitectural or engineering work product; all governmental pernuts, certificates;
licenses, authorizarions and approvals;all rights, claims, causes of action, and wananties
under contracts with contractors, engineers, azclutects, consultants or other parties
associated with the Property; all utility, security and other deposits and reserve accounts
made as security for the fulfillment of any of Assignor's obligations; any name of or
telephone numbers for the Property; any related trademarks, service mazks or trade dress;
and guazanties, warranties or other assurances of performance received), identified in
Exhibit C to this Assignment.
2. Assumntion. Assignee assumes all of the obligations imposed on the Assignor
by the Assigned Property that accrue or arise on or after the Effective Date of this
Agreement.
3. Indemniticallon. Assignor agrees to indemnify, defend and hold Assignee
hannless from and against any and all claims,demands, liabiliries, costs and expenses,
including reasonable attorneys' fees, occurring by reason of Assignor's breach of any
provisions of the leases identified in Exhibit A or contracts or agreements identified in
Eachibit B that occurred prior to the Effective Date. Assignee agrees to indemnify, defend
and hold Assignor harmless from and against any and a11 claims, demands, liabilities,
City of Aubum/DORCO
04.10.14
Page 21 of 27
costs and expenses, including reasonable attomeys' fees, occuning by reason of
Assignee's breach of any provisions of the leased real or personal property idenrified in
Exhibit A or contracts or agreements identified in Exhibit B that occur on or after the
Effective Date.
4. Effective Date. The term"Effective Date"as used in this Assignment means: (a)
in the event the Property consists of real property, the date that the deed conveying tide to
the Property from Assignor to Assignee is recorded in the official records of the Counry
recorder's office or, (b) in the event the Properry consists only of a business opportunity,
the date on which ownership of the business is legally transferred from Assignor to
Assignee.
5. Further Assurances. Assignor and Assignee shall,on the written request of the
other party, execute, acknowledge and deliver further documents and assurances and
perform further acts that the other party reasonably requests in order to perform all of the
obligations of this Assignment.
6. Counteroarts. This Assignment may be signed in one or more counterparts, each
of which sha11 be deemed an original and all of which shall constitute one and the same
agreement.
7. Snccessors and Assi�s. Tlris Assignment shall be binding upon and inure to the
benefit of the parties to thisAssignment,theu successors in interest and assigns.
8. Governina Law. This Assignment shall be governed by, construed and enforced
in accordance with the laws of the State of Washington, and venue of any suit shall be in
the county in which the Property is located.
9. Attornevs' Fees. If Assignor or Assignee sues to enforce tiris Assignment or
obtain a declazation of either of their rights under this Assignment,the prevailing party in
any such proceeding shall be en6tled to recover its reasonable attorney fees and costs
incurred in the proceeding(including those incurred in any bankruptcy proceeding or
appeal). In the event of trial,the amount of the attomey fees shall be as fixed by the
court.
ASSIGNOR: ASSIGNEE:
DORCO, INC., CITY OF AUBURN,
. a Washington corporation a WasYiington Municipal corporation
By: Richard L. Hea; Its: Authorized Agent Nancy Backus, Mayar
Attest:
Danielle Daskam, City Clerk
Approved as to form:
Daniel B. Heid, Auburn City Attomey
City of Auburn/DORCO
04.10.14
Page 22 of 27
ExhibiY"A"to AssiQnment and Assumntion Agreement
[Seller to list any leases to be assigned—
Note: include fu117ega1 descriptions for arry leaseholds being assigned]
Exhibit"B"to Assianmem and Assumption Agreement
[Seller to list any contracts to by corrveyedJ
Exhibit"C"to Assi�nment and Assumntion Agreement
[Seller to list arry other Intangible Property to by corrveyedJ
City of Auburn/DORCO
04.10.14
Page 23 of 27
Eahibit C—form of Earnest Monev Promissorv Note
EARNEST MONEY PROMISSORY NOTE
$60,000.00 Aubum, Washington
,2014
FOR VALUE RECEIVED, the CITY OF AUBURN, a Washington municipal
corporation("Maker'�, promises to pay to tlie order of DORCO, INC., a Washington for-
profit corporation ("Holde��, the sum of Sixty Thousand Dollars and no%ents
($60,000.00) upon Buyer's satisfaction or waiver of the Due Diligence Contingency
stated in the pwchase and sale ageement (the "Purchase .Agreement'� between Maker as
"Bayer," and Holder as "Seller," dated Ivlarch 6, 2014, for the pmperty located at 1138
Aubum Way S., 1140 Aubum Way S., 911 12'� St. SE,and 909 12'"St.SE,all:in the City
of Auburn, County of King, V✓ashington, as further set forth in Section 5 and Section 6 of
the Purchase Agreement;
This Note is evidence of the obligation to pay Earnest Money under the Purchase
Agreement. Buyer's failure to pay the earnest money strictly as above shall constitute
material breach of the Purchase Agreement as well as default on this Note;
If Holder retains an atton►ey for collection of amounts due pursuant to tfiis Note, or if
Holder brings suit to collect any amounts due on this Note, Buyer shall pay a reasonable
attomey's fee and costs. This Note shall bear interest at the rate of twelve percent(12%)
per annum after default.
CITY OF AUBURN
A Washington Municipal Corporation
Nancy Backus,Mayor
Attest:
Danielle Daskam, City Clerk
Approved as to form:
Daniel B. Heid, Auburn City Attomey
City of AuburnlDORCO
04.10.14
Page24 of 27
Exhibit D—form of.Statutorv Warrantv Deed
Return Address:
City of Auburn
City Clerk
25 West Main
Auburn, WA 98001
Above this line reserved for recording informarion.
STATUTORY WARRANTY DEED
Reference# (if applicable): N/A
Grantor: Dorco, Inc.;a Washington Corporation
Grantee: City of Auburn, a Washington Municipal Corporation
Legal Description/STR: Parcel No. 1
BEG 88213 FT W OF SE COR GL 6 TH N 240 FT
TH N 53-40-48 W T02.OS FT TH N 89-36-55 W 1'10
FT TO PT AKA PT A TH CONT N 89-36-55 W TO
W LN SD GL TH S TO CO RD TH SELY TO S LN
SD GL TH E TO BEG LESS POR SLY &ELY OF
LN RNG S 00-23-OS W 99.80 FT FR PT A TH N 89-
36-55 VJ TOBLY LN HWY '
Parcel No. 2
POR GL 6 DAF-BAAP 99213 FT W& 130 FTN FR
SE COR SD GL TH N 43-02-48 W 58 FT TH N 89-
36-55 W 155.01 FT TO ELY LN AUBURN WAY S
TH N 43-02-48 W 4131 FT TH S 89-36-SSE 138.5
FT TH N,00-23-OS E 99.80 FT TH S 89-36-55 E 110
FT TH S 53-40-48 E 102.5 FT TH S 00 32-33 E 110
FT TH S 89-27-2T W 110 FT T0 POB
Parcel No.3
POR GL 6 BEG 882.13 FT W&30 FT N OF SE
COR TH N 100 FT TH W 60 FT TH S 100 FT TH E
60 FT'TO BEG LESS ST
ParcelNo. 4
909 12TH ST SE 98002
N97FTOFS130FTOFW50FTOFE992:13FT
OF GL 6
Assessor's Tax Parcel ID#: 192105-9006; 192105-9299; 192105-9154;
192105-9t58
City of Auburn/DORCO
04.10.14
Page 25 of 27
For and in consideration of the sum of TEN DOLLARS ($iU.00) and other good
and valua6le consideration, receipt of which is hereby aclmowledged, Grantor, Dorco
Inc., a Washington corporation, hereby conveys and warrants to the City of Auburn, a
aiunicipal corporation of the State of Washington, Gcantee herein, iu successors and
assigas, the property legally descri6ed and depicted in Exhibit "A," attached hereto and
incorporated herein by this reference(tfie"Property").
IN WITNESS WI��REOF, the Grrantor has caused this insuument to be executeti
by iu proper officer(s)this day of , 2014.
Crrantor:
DORCO,INC.,
a Washington corporation
By: Richazd L. Herr; Its: Authorized
Agent
STATE OF WASHINGTON )
) ss.
County of King )
On this_day of , 2014, before me personally appeaced Richard L.
Herr, to me known to be an Adthorized Agent of Dorco, Inc., a Washington corporation,
the corporation that executed the within and foregoing instnunent, and acknowledged
said instrument to be the free and voluntary act and deed of.said corporadon, for the uses
and purposes therein mentioned, and on oath stated that he was authorized to execute said
instrument on behalf of said corporation..
In Witness Whereof Ihave hereunto set my hand and af�xed my official seal the
day and yeaz first above written.
Dated
Notary Public in and for the State of
Washington,residing at
My commission expires
Ciry of Auburn/DORCO
04.10.14
Page26 of 27
Exhibit"A"to Statutorv Wazrenri Deed—LeQal Descrintion of Pronertv
(Seller to iruert full legalJ
City of Auburn/DORCO
04.10.14
Page 27 of 27
�- - illlllllllllllll �'
IIIIIIIIIIIIIIIII
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� I�IIII
Return Address: `01470707000
0 7/0 City of Auburn PRGE -003 oc a0s 7e.
City Clerk KING7COUNTY10LIps
25 West Main
Auburn, WA 98001
STEVI�ART E2677714
0014 10:43
TITLE KING ING CO COUNTY, WA
TX 255.00
SALE $1,250,000.00
Above this line reserved for recordine information.
STATUTORY WARRANTY DEED
PAGE -001 OF 001
Reference # (if applicable):
N/A
Grantor:
Dorco, Inc., a Washington Corporation
Grantee:
City of Auburn, a Washington Municipal Corporation
Legal Description /STR:
Parcel No. 1
BEG 882.13 FT W OF SE COR GL 6 TH N 240 FT TH N
53 -40 -48 W 102.05 FT TH N 89 -36 -55 W 110 FT TO PT
AKA PT A TH CONT N 89 -36 -55 W TO W LN SD GL
TH S TO CO RD TH SELY TO S LN SD GL TH E TO
BEG LESS POR SLY & ELY OF LN RNG S 00 -23 -05 W
99.80 FT FR PT A TI -I N 89 -36 -55 W TO ELY LN HWY
Parcel No. 2
POR GL 6 DAF -BAAP 992.13 FT W & 130 FT N FR SE
COR SD GL TH N 43 -02 -48 W 58 FT TH N 89 -36 -55 W
155.01 FT TO ELY LN AUBURN WAY S TH N 43 -02-
48 W 41.31 FT TH S 89 -36 -55 E 138.5 FT TH N 00 -23 -05
E 99.80 FT TH S 89 -36 -55 E 110 FT TH S 53 -40 -48 E
102.5 FT TH S 00 -32 -33 E 110 FT TH S 89 -27 -27 W 110
FT TO POB
Parcel No. 3
POR GL 6 BEG 882.13 FT W & 30 FT N OF SE COR TH
N 100 FT TH W 60 FT TI -I S 100 FT TH E 60 FT TO BEG
LESS ST
Parcel No. 4
909 12TH ST SE 98002
N 97 FT OF S 130 FT OF W 50 FT OF E 992.13 FT OF
GI-6
Assessor's Tax ParcelID #: 192105- 9006;192105- 9299;192105 -9154;
192105 -9158
City of Auburn/DORCO
04.04.14
Page 1 of 3
For and in consideration of the sum of TEN DOLLARS ($10.00) and other good and
valuable consideration, receipt of which is hereby acknowledged, Grantor, Dorco Inc., a
Washington corporation, hereby conveys and warrants to the City of Auburn, a municipal
corporation of the State of Washington, Grantee herein, its successors and assigns, the property
legally described and depicted in Exhibit "A," attached hereto and incorporated herein by this
reference (the "Property").
IN WITNESS WHEREOF, the Grantor has caused this instrument to be executed by its
proper officer(s) this 2nd day of July 2014.
Grantor:
DORCO, INC.,
a Washingtcorporation
By: Richard L. Herr; Its: Authorized Agent
STATE OF WASHINGTON )
ss.
County of King )
On this 2ndlay of July , 2014, before me personally appeared Richard L. Herr, to
me known to be an Authorized Agent of Dorco, Inc., a Washington corporation, the corporation
that executed the within and foregoing instrument, and acknowledged said instrument to be the
free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned,
and on oath stated that he was authorized to execute said instrument on behalf of said corporation.
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and
year first above written.
Dated July 2, 2014
No ary Public in and for th State of
Washington, residing at
My commission expires 0
Notary Public
State or Washingloo
ANYA WRIGHT
My Appointment Eapiree Jan 24, 2017
City of Aubum/DORCO
04.04.14
Page 2 of 3
Exhibit "A" to Statutory Warranty Deed — Legal Description of Property
[Seller to insert full legal]
City of AUbunVDORCO
04.04.14
Page 3 of 3
EXHIBIT "A"
LEGAL DESCRIPTION
Order No. 01148 -29909
Parcel 1
That portion of Government Lot 6, in Section 19, Township 21 North, Range 5 East, W. M., in King
County, Washington, described as follows:
Commencing at the Southeast corner of said Government Lot;
Thence South 89 °27'27" West along the South line thereof 992.13 feet;
Thence North 0 °32'33" West 130 feet to the point of beginning;
Thence North 43 002'48" West 58 feet;
Thence North 89 036'55" West 44.91 feet;
Thence North 0 °23'05" East 129.80 feet;
Thence South 89 036'55" East 110 feet;
Thence South 53 °40'46" East 102.05 feet;
Thence South 0 °32'33" East 110.0 feet;
Thence South 89 °27'27" West 110.0 feet to the point of beginning;
Also:
That portion of Government Lot 6, in Section 19, Township 21 North, Range 5 East, W. M., in King
County, Washington, described as follows:
Commencing at the Southeast corner of said Government Lot;
Thence South 89 027'27" West along the South line thereof 992.13 feet;
Thence North 0 032'33" West 130 feet;
Thence North 43 °02'48" West 58 feet;
Thence North 89 036'55" West 44.91 feet to the point of beginning;
Thence continuing North 89 036'55" West 110.1 feet to the Easterly margin line of Auburn Way South;
Thence North 43 °02'48" West 41.31 feet;
Thence South 89 036'55" East 138.5 feet;
Thence South 0 023'05" West 30.0 feet to the point of beginning.
Parcel 2:
That portion of Government Lot 6, in Section 19, Township 21 North, Range 5 East, W. M., in King
County, Washington, described as follows:
Beginning at a point of the South line of said Government Lot 6, distant thereon 882.13 feet West of the
Southeast corner thereof;
Thence North 240 feet;
Thence North 53 °40'48" West 102.05 feet;
Thence North 89 °36'55" West 110 feet to the True Point of Beginning;
Thence South 00 023'05" West 99.80 feet;
Thence North 89 °36'55" West to the Northeasterly right -of -way line of Auburn Way South;
Thence Northwesterly along said Northeasterly right -of -way line to a point thereon which bears North 89°
36'55" West from the True Point of Beginning;
Thence South 89 °36'55" East to the True Point of Beginning.
Parcel 3
That portion of Government Lot 6, in Section 19, Township 21 North, Range 5 East, W. M., in King
County, Washington, described as follows:
Beginning at the Southeast corner of said Government Lot 6, running thence South 89 °27'27" West,
along the Southerly line thereof, a distance of 882.13 feet;
Thence North 0 °32'33" West 30 feet to the True Point of Beginning of the tract herein described;
Thence continuing North 0 032'33" West 100 feet;
Thence South 89 °27'27" West 60 feet;
Thence South 0 032'33" East 100 feet;
Thence North 89 027'27" East 60 feet to the True Point of Beginning;
Except the South 3 feet as conveyed to the City of Auburn for street purposes by deed recorded under
King County Recording Number 7106100541.
Parcel 4:
That portion of Government Lot 6, in Section 19, Township 21 North, Range 5 East, W. M., in King
County, Washington, described as follows:
Beginning at the Southeast corner of said Government Lot 6, running thence South 89 027'27" West,
along the Southerly line thereof, a distance of 942.13 feet;
Thence North 0 032'33" West 30 feet to the True Point of Beginning of the tract herein described;
Thence continuing North 0 032'33" West 100 feet;
Thence South 89 °27'27" West 50 feet;
Thence South 0 °32'33" East 100 feet;
Thence North 89 027'27" East 50 feet to the True Point of Beginning;
Except the South 3 feet as conveyed to the City of Auburn for street purposes by deed recorded under
King County Recording Number 7101210312.
' t I IIIIIIIIIIIIIIIIIIIIII
IIIIIIIIIIIIIIIIIIIIIIIII
IIIIIIIIIIIIIIIIIIIIIIII I
IIIIIIII
Retum Address 2�14T07�7�00159
CiTy of Auburn PqCE-003 OF 00S �6 00
C�ty Clerk KING�COUNTY10Wp5
25 West Mam
Aubum, WA 98001
��E�; E267`��14
AF�i TITLE evevzeia �e aa
KINC COUNTY, WR
dii��_ z � TQx �zz,zss oe
J / O 9 SRLE $1, 50,000 00 PfiGE-001 OF 001
✓
Above this Ime reserved for recordmg mfortnation
STATUTORY WARRANfY DEED
Reference# (if applicable) N/A
Grantor porco, Inc,a Washmgton Corporation
Grantee C�ty of Auburn, a Washmgton Mumcipal Corporat�on
Legal Descnpuon/STR Parcel No. 1
BEG 882 13 FT W OF SE COR GL 6 TH N 240 FT TH N
53-40-48 W ]02 OS FT TH N 89-36-55 W I 10 FT TO PT
AKA PT A TH CONT N 89-36-55 W TO W LN SD GL
THSTOCORDTHSELYTOSLNSDGLTHETO
BEG LESS POR SLY & ELY OF LN RNG S 00-23-OS W
99 80 FT FR PT A TH N 89-36-55 W TO ELY LN HWY
Parcel No. 2
POR GL 6 DAF-BAAP 992 13 FT W & 130 FT N FR SE
COR SD GL TH N 43-02-48 W 58 FT TH N 89-36-55 W
155 O1 FT TO ELY LN AUBURN WAY S TH N 43-02-
48 W 41 3 I FT TH S 89-36-55 E 138 5 FT TH N 00-23-OS
E 99 80 FT TH S 89-36-55 E 110 FT TH S 53-40-48 E
102 5 FT TH S 00-32-33 E I 10 FT TH S 89-27-27 W 110
FT TO POB
Parcel No.3
POR GL 6 BEG 882 13 FT W & 30 FT N OF SE COR TH
N 100 FT TH W 60 FT TH S 100 FT TH E 60 FT TO BEG
LESS ST
Parcel No. 4
909 12TH ST SE 98002
N 97 FT OF S 130 FT OF W 50 FT OF E 992 13 FT OF
GL6
Assessor's Tax Parcel 1D# 192105-9006, 192105-9299, 192105-9154,
192105-9158
City of Aubum/DORCO
04 04 14
Page 1 oF3
For and m cons�deration of the sum of TEN DOLLARS ($10 00) and other good and
valuable cons�deratwn, receipt of wh�ch �s hereby acknowledged, Grantor, Dorco Inc., a
Washmgton corporation, hereby conveys and warrants to the City of Auburn, a mumcipal
corporat�on of the State of Washmg[on, Grantee herem, �ts successors and ass�gns, the property
legally descnbed and depicted m Exhibrt "A," attached herero and mcorporated herem by th�s
reference(the"Property")
IN WITNESS WHEREOF, the Grantor has caused th�s mstrument to be executed by rts
proper officer(s)th�s 2nd day of July , 2014
Grantor
DORCO, INC ,
a Washmgton corporauon
i������%�Q'. /���
By Richazd L Herr, Its Authonzed Agent
STATE OF WASHINGTON )
)ss
County of Kmg )
On th�s 2ndlay of Julv , z014, before me personally appeared Richard L Herr,to
me known to be an Authonzed Agent of Dorco, Inc, a Washmgton corporation, the corporat�on
that executed the wrthm and foregomg mstrument, and acknowledged sa�d mstrument ro be the
free and voluntary act and deed of sa�d corporat�on, for the uses and purposes therem mentioned,
and on oath stated that he was authonzed to exewte sa�d mstrument on behalf of sa�d corporation
In W�mess Whereof 1 have hereunto set my hand and affixed my offic�al seal the day and
year first above wntten
Dated July 2 , 2014
N - Public m and for th State of
Washmgton,residmg at
My comm�ss�on exp�res � �
Notuy PuDBe
Suu o}Wa�hinpon
ANVA WpIGMT
MY Appolntm�m Erpiro�J�n P4.2017
C�ty of Auburn/DORCO
04 04 14
Page 2 of 3
Exhibrt"A"to Statutorv Warranty Deed—Le�al Descnpnon of Property
[Seller to rnser�full legalJ
City of AubunilDORCO
04 04 14
Page 3 of 3
EXHIBIT "A"
LEGAL DESCRIPTION
Order No 01148-29909
Parcel 1
That portion of Government Lot 6, in Section 19, Township 21 North, Range 5 East, W M , in King
County,Washington, described as follows
Commencing at the Southeast corner of said Government Lot,
Thence South 89°27'27"West along the South line thereof 992 13 feet,
Thence North 0°32'33"West 130 feet to the point of beginning,
Thence North 43°02'48"West 58 feet,
Thence North 89°36'S5"West 44 91 feet,
Thence North 0°23'05" East 129 80 feet,
Thence South 89°36'S5" East 110 feet,
Thence South 53°40'46" East 102 OS feet,
Thence South 0°32'33" East 110 0 feet,
Thence South 89°27'27"West 110 0 feet to the point of beginning,
Also
That portion of Government Lot 6, in Section 19, Township 21 North, Range 5 East, W M , in King
Counry, Washington, described as follows
Commenang at the Southeast corner of said Government Lot,
Thence South 89°27'27"West along the South line thereof 992 13 feet,
Thence North 0°32'33"West 130 feet,
Thence North 43°02'48"West 58 feet,
Thence Narth 89°36'55"West 44 91 feet to the point of beginning,
Thence continumg North 89°36'S5"West 110 1 feet to the Easterly margin line of Auburn Way South,
Thence Narth 43°02'48"W est 41 31 feet,
Thence South 89°36'S5" East 138 5 feet,
Thence South 0°23'05"West 30 0 feet to the point of beginning
Parcel 2
That portion of Government Lot 6, in Section 19, Township 21 North, Range 5 East, W M , in King
County, Washington, described as follows
Beginning at a point of the South line of said Government Lot 6, distant thereon 882 13 feet West of the
Southeast comer thereof,
Thence North 240 feet,
Thence North 53°40'48"West 102 OS feet,
Thence North 89°36'55"West 110 feet to the True Point of Beginning,
Thence South 00°23'OS"West 99 BO feet,
Thence North 89°36'S5"West to the Northeasterly nght-of-way line of Aubum Way South,
Thence Northwesterly along said Northeasterly right-of-way line to a point thereon which bears North 89°
36'S5"West from the True Point of Beginning,
Thence South 89°36'S5" East to the True Pomt of Beginning
Parcel 3
That portion of Government Lot 6, in Section 19, Township 21 North, Range 5 East, W M , in King
County, Washington, described as follows
Begmning at the Southeast corner of said Government Lot 6, running thence South 89°27'27"West,
along the Southerly line thereof, a distance of 882 13 feet,
Thence North 0°32'33"West 30 feet to the True Point of Beginning of the tract herein described,
Thence continumg North 0°32'33"West 100 feet,
Thence South 89°27'27"West 60 feet,
Thence South 0°32'33" East 100 feet,
Thence North 89°27'27" East 60 feet to the True Point of Beginning,
Except the South 3 feet as conveyed to the Ciry of Auburn for street purposes by deed recorded under
King County Recording Number 7106100541
Parcel 4
That portion of Government Lot 6, in Section 19, Township 21 North, Range 5 East, W M , in King
County, Washington, described as follows
Beginning at the Southeast corner of said Government Lot 6, running thence South 89°27'27"West,
along the Southerly line thereof, a distance of 942 13 feet,
Thence North 0°32'33"West 30 feet to the True Point of Beginning of the tract herein described,
Thence continwng North 0°32'33"West 100 feet,
Thence South 89°27'27"West 50 feet,
Thence South 0°32'33" East 100 feet,
Thence North 89°27'27" East 50 feet to the True Point of Beginning,
Except the South 3 feet as conveyed to the City of Auburn for street purposes by deed recorded under
King County Recording Number 7101210312