HomeMy WebLinkAbout2011227000172 OPTION TO PURCHASE REAL PROPERTY 12/5/2011Return Address.
Auburn City Clerk
City of Auburn
25 West Main St.
Auburn, WA 98001
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Document Title(s) (or transactions contaihed therein).
Option to Purchase Real Property T M714-
Reference Number(s) of Documents assigned or released:
❑Additional reference #'s on page of document
Grantor(s) /Borrower(s) (Last name first, then first name and initials)
Auburn, City of
Grantee /Assignee /Beneficiary: (Last name first)
1 Ceradimm, LLC
Legal Description (abbreviated i.e. lot, block, plat or section, township, range)
Lots 3 and 4 Block 5, Town of Slaughter, Lots 1 and 2 Block 5, Town of Slaughter
® Additional legal is on page 7of document.
Assessor's Property Tax Parcel /Account Number
7815700240, 7815700225, 7815700250 ,7815700295,7815700290,
7815700285, 7815700300, 7815700305 ,7815700310,7815700325,
7815700326,7815700327
Assessor Tax # not
5ald dmuments were filed M
ronord as an accommodation only,
it om; not oeen examined as to
ea ct4r s m",utton or as to 185 affiv,
After Recording, Return to:
Auburn City Clerk
25 West Main Street
Auburn, WA 98001
OPTION TO PURCHASE REAL PROPERTY
THIS OPTION AGREEMENT ( "Agreement') is made and entered into this S— day of
V2cs w.r , 20A, by and between the CITY OF AUBURN, a Washington municipal
corporation (hereinafter "GRANTOR ") and Ceradimm, LLC, 701 Fifth Avenue, Suite 7100,
Seattle, WA 98104, a Washington limited liability company (hereinafter "GRANTEE ").
FOR GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH
IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE as follows:
1 OPTION TO PURCHASE. The GRANTEE shall have the right to purchase the
City Owned Parcels identified as Lots 1, 2, 3, 5, 6, 7, 9, 10, 11, 12, 13 and 14, in Exhibit "A" &
"B" ( "City Ownership legal descriptions and map "), for the purchase price, lease arrangements
or other alternative financial arrangements as determined below or enter into such other
agreements for the purchase, lease, alternative financial arrangements and /or development of
said City Owned Parcels as shall be negotiated from time to time by the Parties. The term of this
Option Agreement shall be for a period of time ending on December 31, 2013, which right may
be assigned by the GRANTEE to one or more assignees acceptable to the GRANTOR. For the
purposes hereof, the Mayor of the City of Auburn shall be authorized to approve such
assignment(s) subject to approval by the Auburn City Council. It is provided, however, that as
an alternative to the purchase of City Owned Parcels, the parties may negotiate and execute
agreements for long -terns leases of said City Owned Parcels.
2. PURCHASE PRICE OF CITY PARCELS During the term of this Option
Agreement, the GRANTEE shall have the right to purchase the City Owned Parcels, collectively
or individually, for the purchase price determined through the process described below The
purchase price for the City Owned Parcels, along with any City right -of -way that may be
vacated, and rights pertaining to any City Owned Parcels ultimately included in their
development, shall be equitably negotiated in good faith by the parties during the term of this
Option Agreement or any extension hereof, reflective of factors pertinent to their reasonable
valuation as determined as of the date of the execution of this Agreement, and based on the value
of the land only, as the Parties agree that any buildings or improvements that may exist on the
property are not of value to the intended development.
The Parties further agree that if they are not able to successfully negotiate an agreed
purchase price within sixty (60) calendar days from the date the GRANTEE exercises an option
to purchase for any parcel(s) covered by this Option, in order to ensure a fair purchase price for
the City Owned Parcels and any other City -owned property rights associated therewith, the
GRANTOR may engage an independent MAI appraiser to determine the value of the City
Owned Parcels, which valuation shall be the purchase price, except as set forth below
GRANTOR will provide the MAI appraisal to GRANTEE within thirty (30) calendar days of the
end of the 60 -day negotiation period. If the valuation of the GRANTOR's MAI appraiser is not
acceptable to the GRANTEE, the GRANTEE may engage an independent MAI appraiser to
determine the valuation, and must provide it to GRANTOR within thirty (30) days of the receipt
of GRANTOR's appraisal. If the GRANTEE's MAI appraiser determines a value that is within
ten percent (10 %) of the GRANTOR's MAI appraiser's value, the lower valuation shall be used
as the purchase price for the City Owned Parcels. If the difference in valuation exceeds ten
percent (10 %), the GRANTOR's MAI appraiser and the GRANTEE's MAI appraiser shall
within thirty (30) calendar days of the determination that the valuation exceeds ten percent (10 %)
select a third MAI appraiser and the three appraisers shall determine the valuation within sixty
(60) calendar days, and that valuation shall be the purchase price for the City Owned Parcels.
Each party shall be responsible for the costs of its appraiser, and the two parties shall share,
equally, in the costs of the third appraiser
Alternatively, if the parties agree to pursue long -term leases of said City Owned Parcels,
including agreement on the length and terms of the leases, as an alternative to and instead of the
purchase /sale of the parcels, if the parties cannot agree on the amount of lease payments, the
parties shall employ a similar strategy for determining valuation/payment amounts of the leases
similar to the strategy described above. Any other arrangements contemplated by this Agreement
shall be by mutual consent of the Parties.
Any such purchase or lease of a Lot on which a building or structure is located shall
include the following requirements: First, that all buildings or structures thereon shall be
demolished /removed within ninety (90) days following the purchase or lease and the issuance of
all permit(s) for site development or building construction, Provided that if no permit(s) for site
development or building construction has /have been issued, then the all buildings or structures
thereon shall be demolished /removed within eighteen (18) months following the purchase or
lease. The GRANTEE shall be responsible for their demo Iition/removal, Second, that the
purchase and sale (or lease) agreement shall contain terms and conditions requiring GRANTEE
or its successor in interest to submit a complete application for development of the property
within twelve months of the closing date, which development shall provide that vertical
construction shall begin no later than twenty -four (24) months after the date the application is
deemed complete
If the buildings or structures thereon are not demolished /removed within the time -frame
described above, or if either an application is not submitted within twelve months of the closing
date, or vertical construction has not begun within twenty -four (24) months of the date the
application is deemed complete, the sale /purchase or lease of said parcel(s) shall be voided,
rescinded, and nullified, and its title and /or possession shall automatically revert to the
GRANTOR. Any purchase price paid to the GRANTOR shall be returned to the GRANTEE,
however, GRANTEE shall not be entitled to any additional payments from the GRANTOR,
including but not limited to interest or development costs, and the property
For the purposes hereof, including the Developer's Rights /Options to Purchase or Lease,
as described herein below, "City Owned Parcels" shall also include parcels located within the
four -block area bounded by Main Street to the North, A Street SW to the West, 2nd Street
SW /SE to the South and A Street SE to the East, that are subsequently purchased by the
GRANTOR during the term of this Agreement or any extension(s) thereof, and may include
other "Outparcels" located within the area depicted in Exhibit "B" (" Downtown Redevelopment
Area ") that are subsequently purchased by the GRANTOR during the term of this Agreement or
any extension(s) thereof, provided that "City Owned Parcels" shall not include parcels that may
be purchased by the GRANTOR within the identified target areas where the parcels are expressly
purchased for municipal purposes.
3 RIGHT OF FIRST REFUSAL. In addition to the terms above, the parties further
agree that if the GRANTOR receives an acceptable, bona fide offer to purchase any of the City
Owned Parcels described herein during the term of this Agreement, the GRANTEE shall have a
right of first refusal to purchase said City -owned parcel(s). In the event the GRANTOR desires
to sell the Property to the OFFERER of such bona fide offer to purchase, then the GRANTOR
shall so notify GRANTEE in writing, specifying the proposed property address and /or
description, the sale price and all other material terms and conditions of the proposed sale,
together with a copy of the bona fide offer to purchase.
In the event GRANTEE elects to exercise such right of first refusal and purchase said
parcel(s), GRANTEE shall notify the GRANTOR of such intention, and shall memorialize the
same in agreement documents executed and delivered to the GRANTOR within thirty (30) days
of GRANTOR's notice to GRANTEE of the bona fide offer to purchase, and GRANTOR shall
then sell said parcel(s) to GRANTEE on the terms of such bona fide offer to purchase. If such
bona fide offer to purchase includes non - monetary terms or conditions that cannot reasonably be
satisfied by GRANTEE (such as the provision of exchange property or other non - monetary
consideration), GRANTEE may provide cash consideration in lieu of such non - monetary
conditions.
In the event GRANTEE does not exercise such right of first refusal within the thirty (30)
day time period specified above, then the GRANTOR shall be free to sell the parcel(s) in strict
accordance with the terms of the bona fide offer to purchase (without amendment thereto) to the
buyer stated therein. If GRANTOR does not conclude such sale, then GRANTEE's right of first
refusal shall apply to all future bona fide offers to purchase such parcel(s).
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their authorized representatives on the date first above written.
CERADIMM, LLC
By
Emma L. Alpert, Manager Peter B. Lewis, Mayor
Attest:
Danielle Daskam, City Clerk
Approved as to Porm.
lbdikB'UeA,Cit,y- Attorney
STATE OF WASHINGTON )
ss
COUNTY OF KING ) /
On this I'V- dayof W /mot/ 20 //, before me, the undersigned, a
Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared
Peter B Lewis and Danielle Daskam, to me known as the Mayor and City Clerk, for the City of Auburn,
the municipal corporation who executed the within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said municipal corporation, for the uses and
purposes therein mentioned, and on oath stated that they are authorized to execute said instrument on
behalf of said municipal corporation.
GIVEN under my hand and official seal this c day of ;w— , 20
?p'(Aq�
3. 2 9 .16 ,ego.
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
NAME
NOTARY "PUBLIC in and for the State of
Washington, residing at �� � !n.
My Commission Expires: _ 2 9 /S
I'L-
ON THIS 6 day of lie c e V.n bey 20 1 1 , before me, personally appeared
Cmm0. AI�e- _and to me known to be the Mc ns, and
Srla rv.er.bas for Ceradimm, LLC, the company on whose behalf h hey executed the
within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act
and deed of said company, for the uses and purposes therein mentioned, and on oath stated that
hu�l hey is /are authorized to execute said instrument on behalf of said company
GIVEN under m hand and official seal this
} 1114 - y of «r. Abe- , 20 6l
GLORIA Wte ofN Qvu� a n Q— Notary Public, State of New Yorh W.G.�iJ'� --
Qualified in Kings County NAME
No 01WA6148264
My commission EXPlres June 26. 2014
NOTARY PUBLIC in and for the State of 1�tJ �o IL
Wit, residing at Nt4J L--40,,—}—_
My Commission Expires:,'w,.&-- -Q.CT I
EXHIBIT "A"
Lot # 1 - 7815700240
Lots 3 and 4, Block 5, Town of Slaughter, according to the plat thereof recorded in
Volume 2 of Plats, page 56, in King County, Washington, subject to: Covenants,
Conditions, Restrictions and Easements contained in the Lot Line Adjustment recorded
January 17, 2006, under Recording Number 20060117002764, Agreement and the Terms
and Conditions thereof regarding the Common Wall recorded October I, 1947, under
Recording Number 3729624, records of King County Washington.
[12 151 Street SW, Auburn, WA 98002]
Lot # 2 - 7815700225
Lots 1 and 2, Block 5, Town of Slaughter, according to the plat thereof recorded in
Volume 2 of Plats, page 56, in king County, Washington; together with that portion of
the vacated alley adjacent thereto as per City of Auburn Ordinance Number 5842,
recorded under King County Recording Number 20040708002028. Subject to: The
Easement and the Terms and Conditions therein reserved by the City of Auburn affecting
a portion of said premises within the vacated alley for utilities, recorded July 8, 2004,
under Recording Number 20040708002028, the Agreement and the Terms and
Conditions therein regarding the right to erect pilasters, recorded October 1, 1947, under
Recording Number 3729624
[101 S. Division Street, Auburn, WA 98002]
Lot # 3 - 7815700250
That portion of the Northeast quarter of the Southeast quarter of Section 13, Township 21
North, Range 4 East, WM, in King County Washington, being more particularly
described as follows: Lots 5, 6 and the North half of Lots 7 and 8, Block 5, Town of
Slaughter, according to the plat thereof recorded in. Volume 2 of Plats, page 56, records
of King County, Washington,
Except that portion of said Lot 5 conveyed to the City of Auburn under Recording
Number 20010508002955,
/That portion of Lot 5, Black 5 Torn of Slaughter, according to the plat thereof recorded in
Volume 2 of Plats, page 56 records of King County, Washington, described as follows. Beginning
at the southwest corner of said Lot 5. Thence north along the (Vest margin of .raid Lot.5, a
distance of 10 feet, Thence southeasterly to the south margin of said Lot 5, Thence west along the
sash niagin of said Lot 5, a distance of 10 feet to the point of beginning and containing 50
sipla'e fe etl
Together with the South half of the vacated alley way abutting Lots 5, 6, 7 and 8, of said
Block 5, as vacated under Ordinance No 5842 and recorded under Recording Number
20040708002028, And Together With the North Half of the vacated alley way abutting
Lots 3 and 4, of said Block 5, as vacated under Ordinance Number 5842 and recorded
under Recording Number 20040708002028, All Situate in the County of King, State of
Washington.
Lot # 5 — 7815700295
Lot 4, Block 6, Town of Slaughter, recorded in Volume 2 of Plats, Page 56, records of
King County, Washington.
[2 151 Street SE, Auburn, WA 98002]
Lot # 6 — 7815700290
Lot 3, Block 6, Town of Slaughter, recorded in Volume 2 of Plats, Page 56, records of
King County, Washington.
Lot # 7 — 7815700285
Those Portions of Lots 1 and 2, Block 6, Town of Slaughter, according to the plat thereof
recorded in Volume 2 of Plats, page 56, in King County, Washington, lying Westerly of a
line described as follows: Beginning at a point on the North line of said Lot 1 lying 62.5
feet Easterly of the Northwest Corner of said Lot 2; Thence South 00 °00'22" West 29.5
feet; Thence South 89 056'53" West 19 feet; Thence South 00 000'22" West 75.69 feet;
Thence South 89'56'19" West 43.52 feet to the West line of said Lot 2, Thence
Southerly along said West line 15 feet to the Southwest corner of said Lot 2, being the
terminus of said line, also known as Lot A of City of Auburn Lot Line Adjustment No
0003 -95, recorded under King County Recording No 9502160960
Lot # 9 — 7815700300
Lot 5, Block 6, Town of Slaughter, recorded in Volume 2 of Plats, Page 56, records of
King County, Washington.
[122 S. Division Street]
Lot # 10 — 7815700305
Lot 6, Block 6, Town of Slaughter, recorded in Volume 2 of Plats, Page 56, records of
King County, Washington.
Lot # 11 — 7815700310
Lot 7, Block 6, Town of Slaughter, recorded in Volume 2 of Plats, Page 56, records of
King County, Washington.
Lot # 12 — 7815700325
The North 29.80 feet of Lot 8 North 60 Feet of Lot 8, Block 6, Town of Slaughter,
recorded in Volume 2 of Plats, Page 56, records of King County, Washington.
[115 "A" Street SE, Auburn, WA 98001]
Lot # 13 — 7815700326
The South 30.2 feet of the North 60 feet of Lot 8, Block 6, Town of Slaughter, recorded
in Volume 2 of Plats, Page 56, records of King County, Washington.
[1 17 "A" Street SE, Auburn, WA 98001]
Lot # 14 — 7815700327
Lot 8, Block 6, Town of Slaughter, recorded in Volume 2 of Plats, Page 56, records of
King County, Washington, Except the North 60 feet thereof.
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