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HomeMy WebLinkAbout4947 (2)RESOLUTION NO. 4 9 4 7 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, DECLARING CERTAIN REAL PROPERTY AS SURPLUS AND AUTHORIZING THE MAYOR AND CITY CLERK TO NEGOTIATE AND EXECUTE A PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF AUBURN AND TEUTSCH PARTNERS, LLC WHEREAS, the City owns real property that it no longer needs for municipal purposes; and WHEREAS, Teutsch Partners, LLC ("Teutsch"), desires to purchase said property; and WHEREAS, the City of Auburn and Teutsch have negotiated an agreement that is beneficial to both parties at a cost that is acceptable to the City; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows: Section 1. That the following properties, identified by King County Tax Parcel Numbers, and as further described in Exhibit "A" attached hereto, and incorporated herein, by this reference are declared to no longer be required for municipal purposes, and are hereby declared to be surplus: Resolution No. 4947 May 2, 2013 Page 1 of 4 _[SW Block] 1st Street SW on the north, S. Division Street on the east, 2nd Street SW on the south, and A Street NW on the West, consisting of King County Tax Parcels 7815700240, 7815700225, and 7815700250, or _[SE Block] 1st Street SE on the north, A Street SE on the east, 2nd Street SE on the south, and S. Division Street on the west, consisting of King County Tax Parcels 7815700290, 7815700295, 7815700300, 7815700305, 7815700310, 7815700327, 7815700326, 7815700325, 7815700285, and shall include 78157000280 in the event the City acquires title for this tax parcel and Buyer elects to designate the SE Block as the Property, Section 2. The Mayor of the City of Auburn and the Auburn City Clerk are hereby authorized to negotiate and execute a Purchase and Sale Agreement between the City of Auburn and Teutsch for the purchase of either or both these properties, which agreement shall be in substantial conformity with the Agreement a copy of which is attached hereto, marked as Exhibit "B" and incorporated herein by this reference. Section 3. The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Resolution No. 4947 May 2, 2013 Page 2 of 4 Section 4. This resolution shall be in full force and effect upon passage and signatures hereon. Dated and Signed this 6 qday of 12013. CITY N PETER B. LEWIS, MAYOR ATTEST: Danielle E. Daskam, City Clerk Resolution No. 4947 May 2, 2013 Page 3 of 4 Exhibit A - Purchase and Sale Agreement between the City of Auburn and Teutsch Properties, for the purchase of real property Resolution No. 4947 May 2, 2013 Page 4 of 4 PURCHASE AND SALE AGREEMENT This PURCHASEND SALE AGREEMENT (this "Agreement") is entered into as of the 4 day of 2013, by and between the CITY OF AUBURN, a Washington municipal corp ration, as Seller (hereinafter the "City" or "Seller"), and TEUTSCH PARTNERS, LLC, a Washington Limited Liability Company or its assigns (hereinafter the "Buyer"). RECITALS A. The City is the owner of certain real property and all improvements thereon ("Property") located in the City of Auburn, County of King, Washington, bounded by: _[SW Block] I" Street SW on the north, S. Division Street on the east, 2nd Street SW on the south, and A Street NW on the West, consisting of King County Tax Parcels 7815700240, 7815700225, and 7815700250, which is legally described as shown on Exhibit A, and shown on the map at Exhibit B, both of which are incorporated fully herein; or _[SE Block] ls` Street SE on the north, A. Street SE on the east, 2nd Street SE on the south, and S. Division Street on the west, consisting of King County Tax Parcels 7815700290, 7815700295, 7815700300, 7815700305, 7815700310, 7815700327, 7815700326, 7815700325, 7815700285, which is legally described as shown on Exhibit C, and shown on the map at Exhibit D, both of which are incorporated fully herein, and shall include 78157000280 in the event the City acquires title for this tax parcel and Buyer elects to designate the SE Block as the Property, which combined block is legally described as shown on Exhibit E, and shown on the map at Exhibit F, both of which are incorporated fully herein. Buyer shall determine which parcel shall be included as the Property during the Due Diligence Period. B. City desires to sell the Property to Buyer, on the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, Buyer and 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: City of Auburn/Teutsch Partners, LLC 5.17.13 Page 1 of 14 1.1 "Affiliated Entity" shall mean a subsidiary, or any entity into which Buyer or Buyer's principals, may be merged or consolidated, or which purchases substantially all of Buyer's assets. 1.2 "Closing" or "Close of Escrow" means the recordation of the Deed in the Official Records and Seller's receipt of the Purchase Price. 1.3 "Closing Date" shall mean the date which is the earlier of (i) thirty (30) days following the issuance of a decision on a design review application as provided for in Chapter 18.31.200 of the Auburn City Code, with any appeals period being expired, or (ii) December 31, 2013. 1.4 "Escrow" means the escrow opened with Escrow Agent for the consummation of the transaction described in this Agreement. 1.5 "Escrow Agent" means Stephani Owens of Stewart Title Company (206.770.8811) whose address is 1420 5th Avenue, Suite 500, Seattle, WA 98 10 1. 1.6 "Official Records" means the official real property records of King County, Washington. 1.7 "Opening of Escrow" means the date a fully executed copy of this Agreement is deposited with Escrow Agent. 1.8 "Permitted Exceptions" has the meaning as set forth in Section 6.3 below. 1.9 "Purchase Price" has the meaning as set forth in Section 3. 1.10 "ROFR" means the Right of First Refusal between the City and Ceradimm, LLC (the "Optionee"), dated December 5, 2011, pursuant to which Optionee has the right to acquire the Property. 1.11 "Title Company" means Stewart Title Company. 1.12 "Title Policy" means an ALTA (1970 Form B) extended coverage owner's policy of title -insurance issued by the Title Company to Buyer with coverage in the amount of Purchase Price, showing title to the Property vested in City subject only to the Permitted Exceptions. 1.13 "Vertical Construction" shall mean construction above ground that either: a) comports with the letter submitted by Buyer dated April 23, 2013, and incorporated herein as Exhibit G, and that meets the requirements of the Downtown Urban Center District zoning (Ch. 18.29 of the Auburn City Code) including a minimum of (i) one hundred (100) Multifamily housing units (defined in Ch. 3.94 of the Auburn City Code) City of Auburn/Teutsch Partners, LLC 5.17.13 Page 2 of 14 with accessory commercial as required by Code, or (ii) 65,000 gross square feet of principle commercial space. 2. Purchase and Sale. The City agrees to sell to Buyer, and Buyer agrees to purchase from City, the Property upon the terms and conditions set forth in this Agreement. 3. Purchase Price; Cash Payment. The total cash purchase price for the Property (the "Purchase Price") shall be as follows: SW Block. Eight Hundred Fifty Five Thousand Dollars ($855,000.00). SE Block. Seven Hundred Fifty One Thousand Seven Hundred Dollars ($751,700.00). In the event the City acquires title of KCA Tax Parcel 78157000280 (the Chase Bank parking lot), the Purchase Price of the SE Block shall be increased by One Hundred Thirty Nine Thousand Two Hundred Ninety Dollars ($139,290.00) for a total of Eight Hundred Ninety Thousand Nine Hundred Ninety Dollars ($890,990.00). The Purchase Price shall be paid to City in cash at Closing. 4. Covenants, Conditions, Restrictions. This Agreement is subject to the ROFR. 5. Earnest Money Deposit. Within three (3) days of the later of (i) approval by City Council and execution of Agreement by the Mayor, or (ii) release of the ROFR, Buyer shall deposit with Escrow Agent Two Hundred Thousand Dollars and No/100's Dollars ($200,000.00) in cash (the "Deposit"), which shall be held by Escrow Agent as an earnest money deposit hereunder. The Deposit shall be held in Escrow and applied or disposed of by Escrow Agent as provided herein. Escrow Agent shall place the Deposit in an interest-bearing account approved by City and Buyer and all interest earned thereon shall be added to and become a part of the Deposit. 6 Due Diligence. 6.1 Due Diligence Period. Buyer shall have the right for a period of sixty (60) days commencing on the later of (i) approval by City Council and execution of Agreement by the Mayor, or (ii) release of the ROFR (the "Due Diligence Period") to conduct Buyer's due diligence review, examination and inspection of all matters pertaining to its acquisition of the Property, including such inspections, tests, and surveys as Buyer deems appropriate to determine the suitability of the Property for Buyer's intended use. City shall provide Buyer and Buyer's agents and consultants with reasonable access to the Property and, to the extent such information is in the possession or control of City, shall provide reasonable access to appropriate information respecting the Property, subject to the terms and conditions of this Agreement. Buyer's obligation to purchase the Property shall be contingent upon its approval of such property after conducting its due diligence City of Auburn/Teutsch Partners, LLC 5.17.13 Page 3 of 14 review. If, based upon Buyer's review, examination and inspection, Buyer shall determine in its sole discretion that it intends to acquire the Property, then Buyer shall promptly notify City of such determination in writing prior to the expiration of the Due Diligence Period, whereupon Buyer's due diligence contingency shall be deemed satisfied and waived, the Deposit shall become nonrefundable (except as otherwise provided herein), and Buyer shall proceed to Closing. In the event that Buyer shall fail to have delivered such notice to Buyer on or before the expiration of the Due Diligence Period, then this Agreement shall automatically terminate, the Deposit shall be returned to Buyer, and Buyer's rights under this Agreement shall be of no further force or effect. 6.2 Title Commitment. Promptly after mutual execution of this Agreement, Seller shall obtain an extended preliminary title insurance commitment covering the Property from the Title Company (the "Commitment") as is consistent with Section 9 together with copies of all recorded documents listed as special exceptions therein. Approval by Buyer of the exceptions to title set forth in the Commitment (other than as hereinafter set forth) shall be a condition precedent to Buyer's obligation to purchase the Property. Unless Buyer gives written notice that it disapproves the exceptions to title shown on the Commitment (other than the exceptions to title approved by Buyer and described in Section 6.3 below), stating the exceptions so disapproved, within sixty (60) days after the date of this Agreement, Buyer shall be deemed to have approved such exceptions. If Buyer disapproves any title exceptions, City shall have a ten (10) day period after its receipt of Buyer's written notice of disapproval of the same within which to provide written notice to Buyer as to which of such disapproved title exceptions the City will remove (or cause to be removed) from title; provided, however, that City shall not be required to actually remove such exception(s) until Closing. If, for any reason, City's notice given pursuant to the immediately preceding sentence does not covenant to remove all of Buyer's disapproved title exceptions at or prior to Closing, Buyer shall have the right to terminate this Agreement by written notice to City and Escrow Agent given within ten (10) days after the earlier of the expiration of such ten (10) day period or the date City informs Buyer that it does not intend to remove the disapproved items (the "Termination Notice"). Buyer's failure to deliver the Termination Notice within such ten (10) day period shall be deemed Buyer's approval of any such previously disapproved title exception. If Buyer delivers the Termination Notice within such ten (10) day period, the obligation of City to sell, and Buyer to buy, the Property as herein provided shall terminate and the Deposit shall be returned to Buyer. Buyer shall have the option to waive the condition precedent set forth in this Section 6.2 by written notice to Seller. In the event of such waiver, such condition precedent shall be deemed satisfied. 6.3 Permitted Exceptions. In addition to such other exceptions to title as may be approved by Buyer pursuant to the provisions of Section 6.2 above, Buyer shall accept title to the Property subject to the following (collectively, the "Permitted Exceptions"): 6.3.1 The printed exceptions which appear in the ALTA (Form 1970B) form extended coverage owner's policy of title insurance issued by Title Company in the State of Washington; and items created by, or on behalf of, Buyer. City of Auburn/Teutsch Partners, LLC 5.17.13 Page 4 of 14 6.4 No New Leases or Contracts. Prior to Closing, City shall not enter into any new leases, contracts or agreements affecting the Property without the prior written consent of Buyer, except the City may enter into interim contracts or agreements in connection with the management, maintenance, repair or preservation of the Property in the normal course of business if each such contract or agreement expires or is terminated at or prior to Closing. 7. Buyer's Right of Entry. Buyer, and its agents and consultants, at Buyer's sole expense and risk, may enter the Property during the term of this Agreement at reasonable times scheduled in advance with City for the purpose of Buyer's due diligence study of the Property. Buyer shall (a) exercise care at all times on or about the Property, and (b) take precautions for the prevention of injury to persons or damage to property on or about the Property. Buyer shall keep the Property free from all mechanics', materialmen's and other liens, and all claims thereof, arising from any work or labor done, services performed, or materials and supplies furnished in with Buyer's actions in the exercise of its right of entry on the Property, and Buyer shall indemnify and defend City against and hold City harmless from all such liens and claims. 8. Closing. 8.1 Time for Closing. This purchase and sale shall be closed in the office of Escrow Agent on the Closing Date. Buyer and City shall deposit in Escrow with Escrow Agent all instruments, documents and monies necessary to complete the sale in accordance with this Agreement. Funds held in reserve accounts pursuant to escrow instructions shall be deemed, for purposes of this definition, as available for disbursement to City. 8.2 Closing Costs. 8.2.1 City Costs. City shall pay (a) the premiums for the standard coverage portion of the Title Policy, including applicable sales tax, (b) one-half ('/z) of all escrow fees and costs, (c) City's share of prorations, if any and, (d) any commissions due to Coldwell Banker Danforth & Associates due under the Exclusive Lease or Sale Listing Agreement dated August 20, 2012. This sale is exempt from real estate excise taxes under Washington Administrative Code Section 458-61A-205. 8.2.2 Buyer's Costs. Buyer shall pay (a) one-half ('/z) of all escrow fees and costs, (b) the recording fees for the Deed, (c) Buyer's share of prorations, if any, (d) any additional premium charged for extended coverage for the Title Policy and any additional endorsements or coverage Buyer may require, including applicable sales tax, (e) any costs incurred by the City to update the senior housing study conducted by HCMA- Portland and dated September 29, 2011, not to exceed $2,000. City of Auburn/Teutsch Partners, LLC 5.17.13 Page 5 of 14 8.2.3 Other Costs. Buyer and City shall each pay its own legal fees and fees of its own consultants. All other costs and expenses shall be allocated between Buyer and City in accordance with the customary practice of King County, Washington. 8.3 Real Property Taxation. City shall be responsible for all real property taxes due and owing prior to the Closing. 8.4 Closing Documents. 8.4.1 City's Documents. At Closing, City shall deliver to Escrow Agent the following instruments and documents: 8.4.1.1 The executed and acknowledged Deed in the form attached hereto as Exhibit "H," conveying the Property to Buyer; 8.4.1.2 The executed real estate excise tax affidavit to accompany the Deed; and 8.4.1.3 An executed nonforeign person affidavit in the form required under Section 1445 of the Internal Revenue Code. 8.4.1.4 A copy of the release of Right of First Refusal from Ceradimm, LLC. 8.4.2 Buyer's Documents. At Closing, Buyer shall deliver to Escrow Agent the following funds, instruments and documents: 8.4.2.1 The balance of the _Purchase Price in accordance with Section 3; 8.4.2.2 The executed real estate excise tax affidavit referenced in Section 8.4.1.2 above. 8.5 Possession. Buyer shall be entitled to possession of the Property upon Closing. 9. Title Insurance. As soon as available after Closing, City shall provide to Buyer the Title Policy, dated as of the Closing Date, subject only to the Permitted Exceptions. 10. Conditions to Closing. 10.1 Buyer's Conditions to Closing. Notwithstanding anything to the contrary set forth herein, Buyer's obligation to close hereunder is expressly subject to satisfaction or waiver by Buyer in writing of each of the following conditions: 10.1.1 The City's designation of the Property as "surplus" and its authorization to sell the Property. City of Auburn/Teutsch Partners, LLC 5.17.13 Page 6 of 14 10. 1.2 The City's obtaining a release of the ROFR. Promptly upon mutual execution of this Agreement, City shall commence and diligently purse all necessary steps to obtain and deliver to Buyer a termination and release of the ROFR. 10.1.3 The City's provision of Section 6 (Environmental) only of the commercial seller's disclosure form. Buyer specifically waives receipt of the other sections as provided for in RCW 64.06.010(7). 11. Representations and Warranties. 11.1 City's Representations and Warranties. In addition to any other representations or warranties of City elsewhere in this Agreement, City represents and warrants to Buyer now, and as of the Date of Closing, that: 11.1.1 Authorit y. City, and the person signing on behalf of City, has full power and authority to execute this Agreement and perform City's obligations hereunder, and all necessary action to authorize this transaction has been taken, except as specifically provided herein. 11.1.2 Hazardous Substances Information. City has caused a limited Phase Il environmental assessment to be performed for the property, and has delivered a copy of the following report to Buyer: Limited Phase II Environmental Site Assessment Report, Two City Blocks, Auburn, Washington, prepared by AMEC Environmental & Infrastructure, Inc, dated January 11, 2013. In addition, City has also delivered the following environmental reports prepared by or on behalf of others, that address the property or surrounding area, to Buyer: Environmental Conditions Summary Letter; Former Ace Hardware Store; 16 South Division Street, Auburn, Washington, prepared by Terracon Consultants, Inc., August 2012; Phase I Environmental Site Assessment; Commercial Properties at 36 West Main Street, 21 Division Street South, and 100 A Street Southwest, Auburn, Washington, dated September 2007; Phase II Site Assessment Report; Auburn Washington Parcels: King County #E23032E, prepared by Parametrix, Inc., March 2005; and Phase I Environmental Assessment; Auburn City Block at 1 st/2nd/Division/A Streets, Auburn Washington, prepared by CDM, Inc., January 2004. 11.1.3 Other Rights. Ceradimm, LLC, a Washington limited liability company, has an Option to Purchase/Right of First Refusal to purchase the property. Other than Ceradimm, no person or entity has any right to lease or purchase any interest in the Property or any part thereof. 11.2 Buyer's Representations and Warranties. In addition to any other representations and warranties of Buyer elsewhere in this Agreement, Buyer represents and warrants to City now, and as of the Date of Closing, that (a) Buyer has full power to execute, deliver and carry out the terms and provisions of this Agreement, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (b) City of Auburn/Teutsch Partners, LLC 5.17.13 Page 7 of 14 the individual executing this Agreement on behalf of Buyer has the authority to bind Buyer to the terms and conditions of this Agreement. 11.3 "AS IS" CONDITION OF PROPERTY. THE PURCHASE PRICE REFLECTS THAT THE PROPERTY IS BEING PURCHASED BY BUYER ON AN "AS IS" "WHERE IS" AND "WITH ALL FAULTS" BASIS, EXCEPT TO THE EXTENT OF REPRESENTATIONS AND WARRANTIES SPECIFICALLY MADE BY SELLER HEREIN OR IN THE DEED OR OTHER DOCUMENTS TO BE DELIVERED BY CITY AT CLOSING. BUYER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT TO, ANY REPRESENTATIONS, WARRANTIES OR COVENANTS, WHETHER EXPRESS OR IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY BE DEEMED TO HAVE BEEN MADE OR GIVEN, BY CITY OR ITS REPRESENTATIVES, INCLUDING BUT NOT LIMITED TO ANY BROKER, EXCEPT FOR THOSE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE EXECUTED AND DELIVERED BY CITY AT CLOSING. EXCEPT TO THE EXTENT OF ANY REPRESENTATIONS OR WARRANTIES SET FORTH ELSEWHERE IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE EXECUTED AND DELIVERED BY CITY AT CLOSING, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, AND CITY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO, AND SHALL HAVE NO LIABILITY FOR: (I) THE CONDITION OF THE PROPERTY OR ANY BUILDINGS, STRUCTURES OR IMPROVEMENTS LOCATED THEREON OR THE SUITABILITY THEREOF FOR HABITATION, OCCUPANCY OR FOR BUYER'S INTENDED USE OR FOR ANY USE WHATSOEVER; (II) ANY APPLICABLE BUILDING, ZONING OR FIRE LAWS OR REGULATIONS OR WITH RESPECT TO COMPLIANCE THEREWITH OR WITH RESPECT TO THE EXISTENCE OF OR COMPLIANCE WITH ANY REQUIRED PERMITS, IF ANY, OF ANY GOVERNMENTAL AGENCY; (III) THE AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER OR UTILITIES, ANY RIGHTS THERETO, OR ANY WATER, SEWER OR UTILITY DISTRICTS; (IV) ACCESS TO ANY PUBLIC OR PRIVATE SANITARY SEWER SYSTEM; (V) THE FACT THAT ALL OR A PORTION OF THE PROPERTY MAY BE LOCATED ON OR NEAR AN EARTHQUAKE FAULT LINE; OR (VI) EXCEPT AS SPECIFICALLY SET FORTH ABOVE, THE PRESENCE OF ANY HAZARDOUS SUBSTANCES IN ANY IMPROVEMENTS ON THE PROPERTY, INCLUDING WITHOUT LIMITATION ASBESTOS OR FORMALDEHYDE, OR THE PRESENCE OF ANY ENVIRONMENTALLY HAZARDOUS WASTES OR MATERIALS ON OR UNDER THE PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT TO THE EXTENT OF ANY REPRESENTATIONS OR WARRANTIES SET FORTH ELSEWHERE IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE EXECUTED AND DELIVERED BY CITY AT CLOSING, CITY SHALL HAVE NO LIABILITY TO BUYER WITH RESPECT TO THE City of Auburn/Teutsch Partners, LLC 5.17.13 Page 8 of 14 CONDITION OF THE PROPERTY UNDER COMMON LAW, OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, INCLUDING BUT NOT LIMITED TO THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980 AS AMENDED, 42 U.S.C.A. SECTIONS 9601 ET SEQ., AND THE WASHINGTON MODEL TOXICS CONTROL ACT ("MTCA"), RCW 70.105D. BUYER HEREBY RELEASES AND WAIVES ANY AND ALL CLAIMS WHICH THE BUYER HAS OR MAY HAVE AGAINST CITY UNDER ANY OF THE FOREGOING LAWS OR WITH RESPECT TO THE CONDITION OF THE PROPERTY, EXCEPT TO THE EXTENT OF ANY CLAIMS BUYER MAY HAVE ARISING FROM ANY EXPRESS REPRESENTATIONS, WARRANTIES OR COVENANTS OF CITY UNDER THIS AGREEMENT OR ANY DOCUMENTS TO BE EXECUTED AND DELIVERED BY CITY AT CLOSING. BUYER ACKNOWLEDGES TO CITY THAT BUYER IS GIVEN THE OPPORTUNITY UNDER THIS AGREEMENT TO FULLY INSPECT THE PROPERTY AND BUYER ASSUMES THE RESPONSIBILITY AND RISKS OF ALL DEFECTS AND CONDITIONS, INCLUDING SUCH DEFECTS AND CONDITIONS, IF ANY, THAT CANNOT BE OBSERVED BY CASUAL INSPECTION, SUBJECT TO THE EXCEPTION OF RIGHTS EXPRESSLY SET FORTH ABOVE. BUYER://CITY: IF A PHASE I ENVIRONMENTAL SITE ASSESSMENT REPORT OR OTHER ENVIRONMENTAL STUDY OR REPORT (COLLECTIVELY, THE "PHASE I REPORT") HAS BEEN DELIVERED BY CITY TO BUYER, THEN, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BY CLOSING THE TRANSACTION AS CONTEMPLATED HEREIN, BUYER AGREES THAT, EXCEPT TO THE EXTENT EXPRESSLY CONTRARY TO ANY REPRESENTATIONS, WARRANTIES OR COVENANTS OF CITY SET FORTH IN THIS AGREEMENT: (A) BUYER SHALL BE DEEMED TO HAVE ACCEPTED ALL RISK ASSOCIATED WITH ADVERSE PHYSICAL CHARACTERISTICS AND EXISTING ENVIRONMENTAL CONDITIONS THAT MAY OR MAY NOT HAVE BEEN REVEALED BY CITY'S INVESTIGATION OF THE PHASE I REPORT, AND (B) AS BETWEEN CITY AND BUYER, BUYER SHALL BE DEEMED TO HAVE ACCEPTED ALL COSTS AND LIABILITIES ASSOCIATED IN ANY WAY WITH THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY. BUYER ACKNOWLEDGES AND AGREES THAT CITY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE TRUTH, ACCURACY OR THOROUGHNESS OF THE INVESTIGATION, PREPARATION OR CONTENT OF THE PHASE I REPORT, OR THE COMPETENCE OR ABILITY OF THE PERSONS OR COMPANIES PREPARING SUCH REPORT. BUYER AGREES THAT, BY CLOSING THE TRANSACTION CONTEMPLATED HEREIN, BUYER WILL HAVE HAD AN OPPORTUNITY TO REVIEW THE ABOVE REPORT PRIOR TO THE CLOSING DATE IN ORDER TO MAKE AN INDEPENDENT VERIFICATION OF THE INFORMATION CONTAINED THEREIN, AND THAT City of Auburn/Teutsch Partners, LLC 5.17.13 Page 9 of 14 BUYER AND ITS ENVIRONMENTAL CONSULTANTS WILL HAVE HAD AN OPPORTUNITY TO CONDUCT TESTS ON THE PROPERTY. 12. Maintenance of Property; Risk of Loss, Condemnation. 12.1 Maintenance of Property. From the date of this Agreement until the Closing Date (or any earlier termination of this Agreement), City agrees to maintain the Property in substantially the same condition existing as of the date hereof, ordinary wear and tear, damage by casualty excepted. 12.2 Risk of Loss; Condemnation. Risk of loss of or damage to the improvements on the Property shall be borne by Seller at all times and no event of casualty or damage shall affect the parties' obligations hereunder or the Purchase Price, however, Buyer shall have the right to receive any insurance proceeds due City in connection with any casualty or damage and City hereby covenants to maintain commercially reasonable casualty insurance in place with respect to the Property at all times prior to Closing. City shall promptly notify Buyer of any condemnation or eminent domain proceeding which affects the Property, and City covenants and agrees not to commence or pursue any such action. In the event of any condemnation or eminent domain proceeding by any entity other than City, or a deed in lieu or under threat thereof, which affects a material portion of the Property, Buyer may elect either to terminate this Agreement, or to purchase the Property in the condition existing on the Closing Date without adjustment of the Purchase Price. If Buyer elects to terminate this Agreement, the Deposit shall be returned to Buyer. If Buyer elects to purchase the Property, City shall not be liable to restore same, and Buyer shall be entitled to any condemnation award or payment in lieu thereof payable to City in its capacity as the owner thereof. 13. Default. 13.1 Time of Essence. Time is of the essence of this Agreement. 13.2 City's Remedies for Buyer's Default or Failure to Close. 13.2.1 If Buyer fails, without legal excuse, to complete the purchase of the Property in accordance with this Agreement, City's sole and exclusive remedy shall be to retain the Deposit as liquidated damages. Buyer expressly agrees that the retention of the Deposit by City represents a reasonable estimation of the damages in the event of Buyer's default and failure to close hereunder, that actual damages may be difficult to ascertain and that this provision does not constitute a penalty. In this respect, Buyer and City acknowledge that these damages have been specifically negotiated between Buyer and City and are, inter alia, to compensate City for delaying the eventual sale of the Property and to compensate City or its costs and expenses associated with this Agreement. Buyer hereby waives the rights and benefits of any law, rule, regulation or order now or hereafter City of Auburn/Teutsch Partners, LLC 5.17.13 Page 10 of 14 existing that would allow Buyer -to claim a refund of the Deposit as unearned earnest money, a penalty or for any other reason except default by City. 13.2.2. (a) If Buyer fails, without legal excuse, to comply with any of the provisions of Section 15.3 of this Agreement, the conveyance to the Buyer may become null and void, at the option of the City, which shall have the right to re-enter and take possession of the Property as though this sale had not taken place. On or before the re-entry by the City, the City will pay the Buyer (i) the Purchase Price stated in Section 3, (ii) any and all transfer costs, if any, associated with the re-entry by the City, and (iii) reimburse Buyer for all development costs directly related to the Vertical Construction, including but not limited to construction costs, WSST, permit and entitlement fees, architectural and engineering fees, financing interest and fees, inspection fees, and the like. Provided, that the City shall not pay any indirect costs from a third party, or any costs based on Teutsch's activities as a broker. (b) Provided, that if Buyer's lender commits in writing to complete the project not later than 10 calendar days after the date of the City's notice to Buyer and lender that the City intends to re-enter and take possession of the Property, the City shall give lender such time as City and lender shall agree is reasonable, notwithstanding the time limitations in Section 15.3.1 of this Agreement, to complete construction. 13.3 Buyer's Remedies for City's Default. If City fails to complete the sale of the Property in accordance with this Agreement, Buyer shall have and may enforce the following exclusive remedies:._(a) seek specific performance; (b) terminate this Agreement, receive a refund of the Deposit and recover from City all of Buyer's actual third -party costs and expenses incurred by it in connection with the transaction and the Project; or (c) seek rescission of this Agreement and receive a refund of the Deposit. 14. Notices. All notices, demands and other communications required or permitted to be given hereunder shall be in writing, and shall be sent by personal delivery (including by means of professional messenger or courier service) or registered or certified mail, postage -prepaid, return -receipt requested. Notice shall be deemed to have been given if personally delivered, upon receipt, and if sent by mail, two (2) days after duly deposited in the U.S. Mail. The parties' respective addresses for notices are as follows: If to City: City of Auburn Planning and Development Department 25 West Main Street Auburn, WA 98001-4998 Attn: Planning Director With copies to: City Attorney's Office City of Auburn 25 West Main Street Auburn, WA 98001-4998 City of Auburn/Teutsch Partners, LLC 5.17.13 Page 11 of 14 Attn: City Attorney If to Buyer: John Walker Teutsch Partners, LLC 2001 Western Avenue, Suite 330 Seattle, WA 98121 jwalker@teutsch.com Notice of change of address shall be given by written notice in the manner detailed in this Section 14. 15. General. 15.1. Entire Agreement. This is the entire agreement of Buyer and City with respect to the matters covered hereby and supersedes all prior agreements between them, written or oral. This Agreement may be modified only in writing, signed by Buyer and City. Any waivers hereunder must be in writing. No waiver of any right or remedy in the event of default hereunder shall constitute a waiver of such right or remedy in the event of any subsequent default. This Agreement shall be governed by the laws of the State of Washington. Venue for disputes under this agreement shall lie with the Superior Court of King County, Washington. 15.2 No Third Party Beneficiaries/Severability. This Agreement is for the benefit only of the parties hereto and shall inure to the benefit of and bind the heirs, personal representatives, successors and permitted assigns of the parties hereto. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 15.3 Post -closure responsibilities. The requirements of this Section 15.3 shall survive closing. Additionally, all remedies available under this Agreement shall remain available until the conditions of this Section 15.3 are completed. 15.3.1 Buyer will commence Vertical Construction within twelve (12) months of closing, and will complete construction no later than Twenty-four (24) months after the start of Vertical Construction. Provided, that the commencement date for construction may be delayed as required due to unreasonable or unexpected delays in obtaining all necessary permits and entitlements, and time for construction may be extended as required because of material shortages, labor disputes, fire, civil riot, weather, or other events reasonably beyond the control of the Buyer. - 15.4. Assignment and Encumbrances. Buyer may assign this Agreement to an affiliated entity upon written notice to the City. Any other assignment must be approved by the City of Auburn/Teutsch Partners, LLC 5.17.13 Page 12 of 14 City in writing. Buyer may not encumber the Property without the City's written concurrence. 16. Commissions. City represents to Buyer that City has engaged a broker, agent or finder in connection with the negotiations leading to this Agreement. Buyer represents to City that Buyer is represented by Rick Sanders with Allen & Company. Each Party will be responsible for commissions to be paid to its broker under separate real estate commission agreements. Other than as specified in this agreement, each party hereby agrees to indemnify, defend and hold the other party harmless from and against any claims for broker's, agent's, or finder's fees or commissions arising from or through the actions of the indemnifying party.. 17. Attorneys' Fees. In the event suit or action is instituted to interpret or enforce the terms of this Agreement, the prevailing party therein shall be entitled to recover from the other party such sum as the Court may adjudge reasonable as attorneys' fees, including fees incurred at trial, on any appeal and in any petition for review. 18. Exclusivity. During the term of this Agreement City shall not market nor list the Property for sale, nor accept any offers from third parties with respect to sale of the Property. 19. Reservation of Police Power. Notwithstanding anything to the contrary set forth herein, Buyer understands and acknowledges that the City's authority to exercise its police (regulatory) powers in accordance with applicable law shall not be deemed limited by the provisions of this Agreement. 20. City Council Approval. The Buyer acknowledges that this Agreement does not bind the City of Auburn until the City Council approves of the Agreement and the Mayor executes the Agreement. [Remainder of this page intentionally left blank] City of Auburn/Teutsch Partners, LLC 5.17.13 Page 13 of 14 21. Exhibits. Exhibits A -H, attached hereto are incorporated herein as if fully set forth. SIGNED in duplicate original as of the date first above written. CITY OF AUBURN Peter B. Le is, Mayor Attest: Dame le Daskam, City Clerk Approved as to form: /��" 0 niel B. , Au r Attorney EXHIBITS TEUTSCH PARTNERS, LLC i Exhibit A, Legal Description — SW Block Exhibit B, Map — SW Block Exhibit C, Legal Description — SE Block w/o Chase property Exhibit D, Map — SE Block w/o Chase property Exhibit E, Legal Description — SE Block w/Chase property Exhibit F, Map — SE Block w/Chase property Exhibit G, Letter, J. Walker to D. Lein dated 4/23/13 Exhibit H, Warranty Deed City of Auburn/Teutsch Partners, LLC 5.17.13 Page 14 of 14 City of Auburn Parcels in Block 5, Town of Slaughter Tax Parcel 781570-0225 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, which attached thereto by operation of law pursuant to City of Auburn Ordinance Number 5842, recorded under recording number 20040708002028. Tax Parcel 781570-0240 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; (Being known as Lot A of City of Auburn Lot Line Adjustment number LLA -05-0015, recorded under recording number 20060117002764) Tax Parcel 781570-0250 That portion of the Northeast Quarter of the Southeast Quarter of Section 13, Township 21 North, Range 4 East, W.M,, 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; Together with the South half of the vacated alley abutting Lots 5, 6, 7 and 8 of said Block 5, as vacated under Ordinance No. 5842 and recorded under Recording No. 20040708002028; And together with the North half of the vacated alley abutting Lots 3 and 4 of said Block 5, as vacated under Ordinance No. 5842 and recorded under Recording No. 20040708002028. Situate in King County, Washington. Descriptions shown are based on deeds recorded under recording numbers 20010508002955, 20060630004515, 20081016001133 and City of Auburn Lot Line Adiustment LLA 05-0015, recording number 20060117002764 and do not represent descriptions from a title insurance policy. EXHIBIT "'^ ' ' ' | ---- | ) . rvL" . ' . �7 6 | ,* x- ' - ' ' ' i |5400# 9000# 14400 SA 6 rCLu `,"~# ' ' | / � | . ` . . . . / » | | _________'_ . ----------------------- � '--'-'---'-'-'-'-f-'---'-'-'---'-'---'--- / IST GTS.Ei6 5749 Ln 2 4 3 j LI?L:LA 00 2 r 0240 C4 .0 WqD 5137& UP 0240 12 0 7200 SP 7200 S 43.52 �280 0 15600 12 0290 -1 0225 -------------- 00407,10 -44J ......... ...... --------------- 1488 741910 " R"'t 000 .40 74W ow 81965C 7200 sp 72 2523 7200 arf 023# 0300 0310 '0032 0250 0265 A 232 LLA 0 600 _60- 60 40 20: 120.01 PCL A ' as'mm«' 73a.46 * ------ 41-1140 69 030 03 �^ n �� l-� _ -���`kt /` ��|awl| f- r ' EXHlBlT-':�2----A!- Block 6, Town of Slaughter (Except Chase Parcel) Tax Parcel 781570-0285 A portion of Lots 1 and 2, Block 6, Town of Slaughter, according to plat recorded in Volume 2 of Plats, at Page 56, records of King County, Washington, described as follows: Beginning at the Northwest corner of said Lot 2; Thence along the North line of said Lots 2 and 1, 62.50 feet; Thence South 00°00'22" West parallel to the West line of said Lot 2, 29.50 feet; Thence South 89°56'53" West parallel to the North line of said Lots 2 and 1, 19.00 feet to a point on a line parallel to and 43.50 feet easterly of, when measured at right angles to, the West line of said Lot 2; Thence South 00°00'22" West along said parallel line 75.69 feet to a point on a line parallel to and 15 feet northerly of, when measured at right angles to, the South line of said Lot 2, Thence South 89°56'19" West along said line 43.52 feet to the West line of said Lot 2; Thence North 00°00'22" East along said West line, 105.20 feet to the Northwest corner thereof, said point also being the Point of Beginning. (Being known as Parcel A, City of Auburn Lot Line Adjustment No. LLA -003-95, recorded under Recording number 9502160960, records of King County, Washington.) Tax Parcels 781570-0290 and -0295 Lots 3 and 4, Block 6, Town of Slaughter, -according to the plat thereof recorded in Volume 2 of Plats, Page 56, in King County, Washington. Tax Parcel 781570-0300 Lot 5, Block 6, 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 for right of way under recording number 20070619000373, records of King County, Washington. Tax Parcels 781570-0305. -0310 and -0327 Lots 6, 7 and the south 60 feet of Lot 8, all in Block 6, Town of Slaughter, according to the plat thereof recorded in Volume 2 of Plats, Page 56, in King County, Washington; Except that portion of Lot 8 conveyed to the City of Auburn by deeds recorded under recording numbers 7701270580 through 7701270583, inclusive. Tax Parcels 781570-0325 and -0326 The North 29.80 feet of Lot 8, Block 6, Town of Slaughter, according to the plat thereof recorded in Volume 2 of Plats, Page 56, in King County, Washington; Together with The South 30.2 feet of the North 60 feet of Lot 8, Block 6, Town of Slaughter, according to the plat thereof recorded in Volume 2 of Plats, Page 56, in King County, Washington. EXHIBIT G - Descriptions shown are based on deeds recorded under recording numbers 20060719000410, 20060731002349, 200710240002543, 20060829001702, 20070619000373, 20070927000833, and ON of Auburn Lot Line Adjustment LLA -003-95, recording number 199502160960 and do not represent descriptions from a title insurance policy. ci 1 111140 mp t 1020"Ii i` : rrm TOM" MIT' PCL A 7 6L 1 5 6 7 1 8 ii,04 1 5 7 8 156000 14400 S� 6 5400# 24300# pq 9000# 15600# PCL B 9044# 0120 0075 0120 01.3 0.170 '60 0047 0070 1,34— —00 1-60. . F 60" 9 '0i 60.. 60 ---------------------------I - — - — - — - — - - — - — - — - — - — - — - — - — - -------------------------- IST ST S.E. ST ST. S.W. 60, 1--%V 120-15 60 5749 60 234.94 LIA In 2 1 3 C4 H 4 4 3 c; 2 j &BL T -06A -00:X 2 LOT,, Am. G, V ci 0 1 C4 lalsm ;D o om .4 U; .4 t-41 0 05137 C/) 0 z to z 928 144SO# 6# -4 ;%lb to 0240 1 11 Z! 7200 SL Fs - 1560 oll 7200 BPI 0280 ori 0 12 0225 ---------- - I - --------- ------------- 01W 4841 3 7 lio ----------------- - NO5 M Z C;,t LOT, -B c; 1812 n 16 Ln; it 3 — " 'e, an, 6 nmd 0 ok 5 6 ora 10 Cq 'Pr 7 01 n,G '10 M r. MOO 5 C; Ch 8 40, 11 6 a 3578# 0 1 i " F 72;0# 25230#! 0 7023# 7200 S G a 7200 SFi 0327 0195 H 0250 0265 0300 0305 0310 110.'17 -- 232.95LT.A C', 60. 2ND ST S.E. J --------------- 4 ----------------------------------- -------------------- 1 of 7703070588., f �-! � j ! ---,.l;Q. t� -(-TIURDATI- 60 1 0 ; 60 -�)' 40 -V 120.01 21'; 4 3 2 4 3 2 ; 1 '';' ''i PCL, A ew 733146 07 -------40----- 6 133-0 0 Dors 25.SV4.1 69 03 'jsIT!9h t{ n135 k;� 15 li- 122 733146 07 -------40----- 6 133-0 0 Dors �te r ( ey G� T.Lun 4 Slate rluAes Chase 'Parcel}EXHIBITBl.ck 69 03 'jsIT!9h U k;� 15 ------------ 130 dh rj rpvci Lft 1 9 . . . . . in 20.7 9 7704110577 136 �te r ( ey G� T.Lun 4 Slate rluAes Chase 'Parcel}EXHIBITBl.ck Block 6, Town of Slaughter (Including Chase Parcel) Tax Parcel 781570-0280 A portion of Lots 1 and 2, Block 6, Town of Slaughter, according to plat recorded in Volume 2 of Plats, at Page 56, records of King County, Washington, described as follows: Beginning at the Northwest corner of said Lot 2; Thence along the North line of said Lots 2 and 1, 62.50 feet to the True Point of Beginning for this description; Thence South 00°00'22" West parallel to the West line of said Lot 2, 29.50 feet; Thence South 89°56'53" West parallel to the North line of said Lots 2 and 1, 19.00 feet to a point on a line parallel to and 43.50 feet easterly of, when measured at right angles to, the West line of said Lot 2; Thence South 00°00'22" West along said parallel line 75.69 feet to a point on a line parallel to and 15 feet northerly of, when measured at right angles to, the South line of said Lot 2, Thence South 89°56'19" West along said line 43.52 feet to the West line of said Lot 2; Thence South 00°00'22' West along said West line, 15.00 feet to the Southwest corner thereof; Thence along the South line of said Lots 2 and 1, 120.00 feet to the Southeast corner of said Lot 1; Thence North 00°00'00" East along the East line of said Lot 1, 120.18 feet to the northeast corner thereof; Thence South 89"56'53" West along the North line of said Lot 1, 57.49 feet to the Point of Beginning. (Being known as Parcel B, City of Auburn Lot Line Adjustment No. LLA -003-95, recorded under Recording number 9502160960, records of King County, Washington.) Tax Parcel 781570-0285 A portion of Lots 1 and 2, Block 6, Town of Slaughter, according to plat recorded in Volume 2 of Plats, at Page 56, records of King County, Washington, described as follows: Beginning at the Northwest corner of said Lot 2; Thence along the North line of said Lots 2 and 1, 62.50 feet; Thence South 00°00'22" West parallel to the West line of said Lot 2, 29.50 feet; Thence South 89°56'53" West parallel to the North line of said Lots 2 and 1, 19.00 feet to a point on a line parallel to and 43.50 feet easterly of, when measured at right angles to, the West line of said Lot 2; Thence South 00'00'22" West along said parallel line 75.69 feet to a point on a line parallel to and 15 feet northerly of, when measured at right angles to, the South line of said Lot 2, Thence South 89°56'19" West along said line 43.52 feet to the West line of said Lot 2; Thence North 00°00'22" East along said West line, 105.20 feet to the Northwest corner thereof, said point also being the Point of Beginning. (Being known as Parcel A, City of Auburn Lot Line Adjustment No. LLA -003-95, recorded under Recording number 9502160960, records of King County, Washington.) Tax Parcels 781570-0290 and -0295 Lots 3 and 4, Block 6, Town of Slaughter, according to the plat thereof recorded in Volume 2 of Plats, Page 56, in King County, Washington. EXHIBIT -L-,- Tax Parcel 781570-0300 Lot 5, Block 6, 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 for right of way under recording number 20070619000373, records of King County, Washington. Tax Parcels 781570-0305, -0310 and -0327 Lots 6, 7 and the south 60 feet of Lot 8, all in Block 6, Town of Slaughter, according to the plat thereof recorded in Volume 2 of Plats, Page 56, in King County, Washington; Except that portion of Lot 8 conveyed to.the City of Auburn by deeds recorded under recording numbers 7701270580 through 7701270583, inclusive. Tax Parcels 781570-0325 and -0326 The North 29.80 feet of Lot 8, Block 6, Town of Slaughter, according to the plat thereof recorded in Volume 2 of Plats, Page 56, in King County, Washington; Together with The South 30.2 feet of the North 60 feet of Lot 8, Block 6, Town of Slaughter, according to the plat thereof recorded in Volume 2 of -Plats, Page 56, in King County, Washington. Descriptions shown are based on deeds recorded under recording numbers 20060719000410, 20060731002349, 200710240002543, 20060829001702, 20070619000373, 20070927000833, and City of Auburn Lot Line Adiustment LLA -003-95, recording number 199502160960 and do not represent descriptions from a title insurance polio ' ' | )ac | / .~^. . ` \ | s�'� ' ' | |5400# 9000# 14400 6 r��p ^~~~� ' ' | Ol7D } } / . . ' - i . . ' 60 » | ________________ . . '_'_'_-_'_-_-_'_'_ ________________�___-_-_--'-----------' ' � 1ST STS.E 04 234. 84 4A In 2 to rmql LOT: A Tl ONO cl I It, M?a 701570 04 C/3 mm It 5137 two 0285 9206 02-40 01 0 ST 7200 ST 15600# 1 20 43.5 11 z lip 0225 Aa at c; LOT: B 70 25 lei 17 761670 M, 0 1.88 81965#: 72700# .3578# 300 0250 0265 2 60 6 do 40 201, 60 4 PCL: A 70 EXH1B rr__ ~.���~^�~ ~�~~~~~~~_— � ----------- 723,40 ~= 122 � 735,40 a —''-- ''-- 711140 69 cl�:5 ------------ 130 20.7 ar 7 1 c T E U T S C H PA RT N E RS Real Estate Services April 23, 2013 Mr. Doug Lein Economic Development Manager City of Auburn 25 West Main Street Auburn, WA. 98001 RE: Proposed Development Plan for the property described as: SW Block, 1" Street SW on the north, S. Division Street on the east, 2 a Street SW on the south, and A Street NW on the West, consisting of King County Tax Parcels 7815700240, 7815700225, and 7815700250, or SE Block, 1" Street SE on the north, A. Street SE on the east, 2"d Street SE on the south, and S. Division Street on the west, consisting of King County Tax Parcels 7815700290, 7815700295, 7815700300, 7815700305, 7815700310, 7815700327, 7815700326, 7815700325, 7815700285, and shall include 78157000280 in the event the City acquires title for this tax parcel and Buyer elects to designate the SE Block as the Property. Dear Doug, Our anticipated development plan for either the SW Block or the SE Block, consists of one, or a combination thereof, of the following uses: • Senior Housing (single purpose or a combination of independent living, assisted living, memory care, and/or age restricted housing). • Student Housing. • Market Rate Multifamily. • Principle Use Commercial Space. • Accessory Commercial and Parking, as required by the Auburn City Code. John Walker EXHIBIT-G--..- 2001 Western Avenue, Suite 330 ■ Seattle, Wasbimgton 98121 T 206.728.1130 .1': 206.728.0935 r wivtv.teutscb.co m • Limited Liability Co. Return Address: City of Auburn City Clerk 25 West Main Auburn, WA 98001 Above this line reserved for recording information. WARRANTY DEED Reference # (if applicable): N/A Grantor/Borrower: City of Auburn Grantee/Assignee/Beneficiary: Teutsch Partners, LLC Legal Description/STR: Assessor's Tax Parcel ID#: 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, the City of Auburn, a municipal corporation of the State of Washington, hereby conveys and warrants to Teutsch Partners, LLC, 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"). For and in consideration hereof, THE PARTIES HERETO FURTHER AGREE as follows: That if Grantee fails to comply with each and every provision of section 15.3 of the purchase and sale agreement between the Grantor and the Grantee, dated , this deed shall become null and void, at the option of the City, which shall have the right to re-enter and take possession of the property as though this deed had not been granted. On or before the re-entry by the City, the City will pay the Buyer (i) the Purchase Price stated in Section 3, (ii) any and all transfer costs, if any, associated with the re-entry by the City, and (iii) reimburse Buyer for all development costs directly related to the Vertical Construction, including but not limited to construction costs, WSST, permit and entitlement fees, architectural and engineering fees, financing interest and fees, inspection fees, and the like. Provided, that the City shall not pay any costs from a third party, or any costs based on Teutsch's activities as a broker. (b) Provided, that if Buyer's lender commits in writing to complete the project not later than 10 calendar days after the date of the City's notice to Buyer and lender that the City intends to re-enter and take possession of the Property, the City shall give lender such time as City and lender shall agree is reasonable, notwithstanding the time limitations in Section 15.3.1 of this Agreement, to complete construction. City of Auburn/Teutsch Partners, LLC 5.17.13 Page 1 oft EXHIBIT—L—,.— IN WITNESS WHEREOF, the parties have caused this instrument to be executed by its proper officer(s) this day of , 2013. Grantor: The City of Auburn By: Its: Mayor Date Signed: STATE OF ) ) ss. County of ) Grantee: Teustch Properties, LLC By: Its: Managing Director Date Signed: I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the of Teutsch Properties, LLC, a Washington Limited Liability Company, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. Dated Notary Public in and for the State of STATE OF WASHINGTON ) residing at ) ss. My appointment expires County of King ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Mayor of the City of Auburn, a Washington municipal corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. Dated Notary Public in and for the State of residing at My appointment expires City of Auburn/Teutsch Partners, LLC 5.17.13 Page 2 of 2 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT This First Amendment to Purchase and Sale Agreement (this "Amendment"), dated as of August 13, 2013, by and between the CITY OF AUBURN, a Washington municipal corporation, ("Seller"), and TEUTSCH PARTNERS LLC, a Washington limited liability company ("Bu.L"). WHEREAS, Buyer and Seller have entered into a Purchase and Sale Agreement dated as of May 20, 2013 (the "Agreement"); and WHE'R1 EAS, Buyer and Seller desire to amend the Agreement as set forth herein. NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows: 1. Capitalized Terms. All capitalized terms and phrases used herein shall have the meanings ascribed to them in the Agreement. 2. Due Diligence Period. The Due Diligence Period shall be extended by twenty one (21) days such that it will expire on September 4, 2013. During such 21 -day extension period, Buyer sliall obtain additional environmental studies on the Property in accordance with the proposal from SoundEarth Strategies, dated August 7, 2013, attached as Exhibit A, and provide a copy thereof to Seller. The cost of such studies, shall be divided equally between Buyer and Seller. 3. Ratification. Except as otherwise expressly provided in this Amendment, the Agreement is hereby ratified and confirmed and shall continue in full force and effect in accordance with its terms. 4. Counterparts. This Amendment may be executed in identical counterparts, which when taken together shall constitute one and the same instrument. A counterpart transmitted by facsimile shall be deemed an original for all purposes. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written. SELLER: The CITY OF AUBURN, a Washington municipal corporati By: / Name: Title: BUYER: TEUTSCH Pt�RTNERS LLC, a Washington limited liability coiany By: ._ /Mame: J�!�i� l/ Title: PAGE I EXHIBIT A A%` I , SoundLarth Strategies, Inc. 2811 Fairview Avenuo Cast, Salle 2000oundli Seaitte,yvashington 98102 Strategies August 7, 2013 John Walker Teutsch Partners, LLC 2001 Western Avenue, Suite 350 Seattle, Washington 98121 SUBJECT: PROPOSED SUPPLEMENTAL SUBSURFACE INVESTIGATION Auburn Blocks 1 anti 2 1"and Division Streets Auburn, Washington 96109 Project Number: 0458.012-01 Dear Mr. Walker: SoundEarth Strategies, Inc. (SoundEarth) is pleased to submit the following scope of work to conduct a supplemental subsurface Investigation at Auburn Blocks 1 and 2 located at the Intersection of 1" Street Southwest and Division Street (tire Property). The scope of work summarized herein was developed to evaluate the potential for adverse environmental impacts as a result of historical Property use, SoundEarth has completed a review of available environmental reports for the Property. We have also participated In a conference call with the City of Auburn and the City's environmental consultant, AMSC Environmental & Infrastructure (AMSC) regarding the previous Property Investigations. We understand that you are Interested In purchasing the Property for redevelopment and require an evaluation of potential environmental concerns. It Is SOUnclEarth's opinion that previous subsurface Investigations conducted by Parametrix in 2005 and AMEC In 2012 focused on the potential for wide -area contamination and the potential for contamination (if present) to have migrated off-site from the Property, or on -Properly from the adjoining property to the north (the Landmark property). The following scope of work specifically targets source areas that may result In supplemental environmental remediation costs during redevelopment activities. PROPOSED SCOPE OF WORK To further assess site conditions on the Property, a supplemental subsurface Investigation Is recommended to address the following data gaps. Proposed boring locations are shown on the attached Figure 1. Block 1: Former Underground Storage Tank (UST) and Paint Shop Area. This area was within the former Crites auto body repair shop and Included a paint shop and a 500 -gallon oil UST, Borings have not been advanced In this area. Three borings are proposed for the former UST and paint shop area to assess the potential for solvent and petroleum Impacts. t•A'Av.soundearlldnc.cnn, I 066.60.1900 ( "Alt'r.tys tla rigid, oris vritl gratify soma: and nsleeislr lhr. rest." t•lark Itvaln PAGE 2 Teutsch Partners, LLC August 7, 2013 ■ Block 1; Former DX Auto Works and Wash Pad Area. The former DX Auto Works used solvents and lacquers for auto body painting and repair. A car wash pad was also present. Parametrix boring PB -5 and AMEC boring SB -09 were advanced approximately 40 to 60 feet to the south and southeast. Two borings are proposed for the auto works and wash pad area to assess for potential solvent and petroleum impacts. ■ Block 1: Former Fuel Yard. Parametrix boring PB -4 and AMEC boring SB -09 were advanced on the east and south sides of the former fuel yard area. No borings have been conducted within tine former fuel yard area. Three additional borings are proposed within tlue fuel yard area to assess for potential petroleum Impacts. The eight soli borings will be advanced by truck -mounted direct push probe to depths of approximately 12 to 16 feet. Soil samples will be collected from the borings at 4 -foot depth intervals. Samples will be field -screened for volatile compounds by photo -ionization detector. Based on field screening results and observed soil characteristics, soil samples will be submitted for chemical analysis Including volatile organic compounds (VOCs) by U.S. Environmental Protection Agency Method 8260 (two samples), petroleum hydrocarbons by Washington State Department of Ecology Northwest Total Petroleum Hydrocarbon Method (NWTPH-Ox) (eight samples) and NWTPH-Gx (four samples), and Model Toxics Control Act (MICA) 5 metals (arsenic, cadmium, chromium, lead, and mercury; three samples). If encountered, groundwater will be sampled from three of the probe boring locations. Samples will be collected by peristaltic pump from temporary well screens and submitted for analysis of VOCs, petroleum hydrocarbons, and dissolved MiCA-5 metals. COST ESTIMATE Phase II Workplan, meetings, and report reviews............................................................. $1,500 Probe driller (1 day rate, with start cards and temp wells) .............................................. $2,500 Fieldequipment/PID (1 day)................................................................................................. $500 Private utility locate.............................................................................................................. $450 Field coordination, safety plan, and mobilization................................................................ $750 Geologist (12 hours with mobilization).............................................................................. $1,350 Sol[ analysis....................................................................................................................... $2,020 Groundwateranalysis....................................................................................................... $1,400 Report (with figures, tables, boring logs, lab reports, tech summary ............................... $3,500 Project coordination, management, conference calls ....................................................... $3,000 Total Estimated Cost................................................................................................. $16,970 The work will be billed on a time -and -material basis. Fees for soil and groundwater waste disposal are not included. SoundEarth assumes that all areas of the Property will be accessible during the assessment, SounclEarth shall proceed with such services In a diligent manner to completion or as otherwise directed by the Sound Ea rth Strategies, Inc. — — - — Page 12 1.1'><11Ie.<xtIll•<n LLMISI0111 h.n 6 nt,y,.•;.n M1'e.rta"e •NgMYt l+f Cm�x V.)ltl<17 /.vwl ufJ0. . PAGF, 3 Teutsch Partners, LLC August 7, 2013 Client. SoundEarth will not be responsible for delays caused by factors beyond the Consultant's control and which could not have been reasonably foreseen or prevented. SoundEarth Is committed to preserving the environment. Therefore, the Client will be provided with a PDF version of the final report. If, however, the Client would like hard copies of the report, SoundEarth is happy to provide up to three copies at no charge. Additional copies will be charged to the client at $50 a copy. CLOSING SounclEarth appreciates the opportunity to provide you with this proposed scope of work and cost estimate. If you have any questions or require additional Information, please contact the undersigned at 206-306.1900. Respectfully, \Sooun(h di'm tstraivides, Int. V;7 Y-�(!n. //r Rob Roberts Associate Scientist Attachment: Figure 1, Property plan and Proposed Boring Locations CEA/M/IAF:amr SoundEmth Strategies, inc, IVIII—.rt 111.1MM1114111.'ria 1'MIV.o:.•11/Iv[Ir. vV�tov/11-1 tounn'AISf 011fa1�IIYf Nt. PAGE 4 Page 13 'onsiWe U(2 , +; SOCE AREA' LAtiO.'.iAlUC ii APPROXII,VQE PROPERTY ° ,0ROUNO'NAlER ! ' °'..PLOY! DIREolw,Y r , OASOLINE•RIPACIFO, :: :• GROUNDWATER -,(I ''lST STREfiTSWIMilEST j' { tat 91REET SOV,TIIWT lif ;: ,� r, 3'. Pa1ga P8>ti''a"POJ ' tr$: ', :iw°�,r-,-: e'`�,<,"K';�., �-•,. ( ° I(L r,..Sall se -0j4') ( !• J•SDj12� '.Pea , 41D I (I3 FORMER VST.-.. '.T�!_� ( ._.1,7 r .•. � AND PA=NT P,3 8oFQh111 RI SHOP AREA �. SoVal FUEL YAPBLOC j t 1 �`'< �� • r•••'••• ° } BLOCK t FORLIETt M so T2 .1.ae os WASHP1 9; AND OX AUTO I WORKS 5805.%` Vit, SD.Q01 :», tD li -• p ,; ?ND SIREEi SOUN�'lESP �• � � s!_T(• ' 9 3i. ,,, (D 680 A)MCSORINGLOCATION(SO: WIRES - - ✓' 3: ,(:III!!',iE GOLLECTEO) -�: ,._ , t.' {it}SO-02 Mee COM. CORING LOCATION (SOIL RD ,. ORD STREGi SOUTHEAST GROUNDWATER SAMPLES COLLECTED) � ••`�'° jl, UT PROPOSED S00.00RR:0 {�PSJ APPROXJJdATE T'ARAMETRJXM%6iR O(2W5) PROPERTY BOUNDARY 0 25 0 100 200 APPROXIMATE SCALE LN FEET AERIAL PHOTO SOURCE: GOGGLE CMTH PAGE, GATE: OilT112010 PROJEMM.'E: PA `MFUMOCKS1Et r(Gu�E1 )QOIIfIl.(1ILIIL3� SlT7IS91C5 n,a kuenrw <ov CIfCKf6BY:—CER CAOFTLE; OlfMa EL STRfETMOY—MR ADORESS: Cil Y,STATE: ISi541201 NDDP6SJOtJ81REET8 AMURK, Y/ASH WWI PROPERTYRAtANO PROPOSEO I" LOCATIONS PAGE, SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This Second Amendment to Purchase and Sale Agreement (tris ",Amendment"), dated as of September 3rd, 2013, by and between the CITY OF AUBURN, a Washington municipal corporation, ("Seller"), and TEUTSCH PARTNERS LLC, a Washington limited liability company ('Buffer"). WHEREAS, Buyer and Seller have entered into a Purchase and Sale Agreement dated as of May 20, 2013 (the "Agreement"); and WHEREAS, Buyer and Seller have entered into a First Amendment to Purchase and Sale Agreement dated as of August 13, 2013; and WHEREAS, Buyer and Seller desire to amend the Agreement as set forth herein. NOW, TI-IEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows: 1. Capitalized Terms. All capitalized terms and phrases used herein shall have the meanings ascribed to them in the Agreement. 2. Due Diligence Period. The Due Diligence Period shall be extended by nine (9) days such that it will expire on September 13th, 2013. During such 9 day extension period, Seller shall obtain a Phase 1 environmental assessment for the King County tax parcel 78157000280 (the Chase Bank parking lot) and provide a copy thereof to Buyer. 3. Ratification. Except as otherwise expressly provided in this Amendment, the Agreement is hereby ratified and confirmed and shall continue in fill force and effect in accordance with its terms. 4. Counterparts. This Amendment may be executed in identical counterparts, which when taken together shall constitute one and the sane instrument. A counterpart transmitted by facsimile shall be deemed an original for all purposes. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written. SELLER: The CITYF`AUB a Washington municipal corpo... By: Name: Peter B, Lewis Title: Mayor BUYS, R: TEUTSCH PARTNERS LLC, a Washington limited liability cpr parry By: f au c: Title: PAGL i October 1, 2013 SUBJECT: Memorandum regarding environmental costs — SW Parcel. The City of Auburn and TeUtsCh Partners executed a Third Amendment to Purchase and Sale Agreement on September 3.2, 2013, As part of that Amendment, the parties agreed that, if environmental remediation was required on the SE parcel, they would determine the amount to be placed into an Environmental Escrow Account ("EAA"). The parties further agreed that the SE EAA would be managed in accordance with the terms of the Third Amendment. Based on the cost estimate on Attachment A to this memorandum, the parties agree that the sum of $28,950,00 shall be held in the SE EAA. CITY OFUBUR By: -- .. ia Peter B. Lewis Mayor TEUTSCH PA�TNERS, 4C By: ohn Walker FOURTH AMENDMENT" fO PURCHASE AND SALE AGREEMENT 'Phis Fourth Amendment to Purchase and Sale Agreement (this "/Amendment"), dated as of September 30, 2013, by and between the CITY OF AUBURN, n Washington municipal corporation, ('.Seller"), and TEU'I SCH PARTNERS LLC, a Washington limited liability company (" ic "). WHEREAS, Buyer and Seller have entered into a Purchase and Sale Agreemcm dated as of May 20, 2013 (the " r em rn "); and WHRRBAS, Buyer and Seller have entercd into a First Amendment to Purchase and Sale Agreement dated as of August 13, 2013; and WHEREAS,, Buyer and Seller have entercd into it Second Amendment to Purchase and Sale Agreement date([ September 3,2013; and, WHEREAS, Buyer and Seller have entercd into a Third Amendment to Purchase and Sale Agreement dated September 12, 2013 WHEREAS, Buyer and Seller desire to amend the Agreement asset forth herein. NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows: I. Capitalized Terms. All capitalized terms and phrases used herein shall have the meanings ascribed to them in the Agreement 2. Due Diligence Period. The Due Diligence Period set forth in Seclion 6.1 shall be extended such that it will expire at 11:59 I nt, on October 22, 2013. 3. Ratification. Except as othcrwise expressly provided in this Amendment, the Agreement is hereby ratified and confirmed and shall continue in full force and effect In accordance with its terms. it. Counterparts. This Amendment may be executed In identical counterparts, which when tnken togeilrer shall constitute one and the sane instrument. A counterpart transmitted by facsimile shall be deemed an original for all purposes. IN WITNESS WHEREOF, (lie parties hereto have executed this Amen(huent as of the (Into first above wrtttel►. SELLER: The CITY F AUBUR ington municipal corporati t By: Name: Peter B. Lewis Title: Mayor BUYER: TEUTSCH P KTNERS LLC, a Washington limited liability company By: PAGE t ame:t /I411—k, j�i H°I 7 FIFTH AMENDMBN'I" 1'O PURCHASE AND SALE; AGREEMENT This Fifth Amendment to Purchase and Sale Agreement (this "Amendmen("), Baled as of October 22, 2013, by and between the CI'T'Y OF AUBURN, a Washington municipal corporation, ("Seller"), and TEOTSCII PARTNERS LLC, a Washington limited liability company (" Bu cr" ). WI IF,REM, Buyer and Seller have catered into a Purchase and Sale Agreement dated as of May 20, 2013 (the "Agreement"); and WHEREAS, Buyer and Seller have amended the Purchase and Sale Agreement on four prior occasions, effective August 13, 2013, September 3, 2013, September 12, 2103, and September 30, 2013, and WFIF.RFAS, Buyer and Seller desire to amend the Agreement as set forth herein. NOW, 'I'l lF.R 1 ORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows: L Capitalized Terms. All capitalized terns and phases used herein shall have the meanings ascribed to them in the Agreement 2. Duc Diligence Period. The Due Diligence Period set forth in Section 6.1 shall be extended such that it will expire at 11:59 p.m. on November 4, 2013. 3. Ratification. Except as otherwise expressly provided in this Amendment, the Agreement is hereby ratified and confirmed and shall continue in fill force mrd effect in accordance with its terms. 4. Counterpart This Amendment may, be executed in identical counterparts, which when taken together shall constitute one and the same Instrument. A comllelpart II'finslnitted by facsimile shall be deemed an original for all purposes. wi'lttell. IN WITNESS WI IFREOF, the parties hereto have executed this Amendment as of the date In above SELLF,R 'file CITY OF fUBURN, a W;i9ingoon municipa corporation By: — — Name: Meter B. ue Title: Mayor BUYER: TGUfSCIi PA t'1 IN m LL.C, a Washington limited liability Coll' om% By: _ PAGE: I I TEUTSc1-1 P A R T N F R S H ee I Bs l.,l e Serpi,', , October 22, 2013 Mr. Doug Lein Economic Development Manager City of Auburn 25 West Main Street Auburn, WA 98001 RE: Purchase and Sale Agreement, dated May 20th, 2013 (the "Agreement') between the CITY OF AUBURN ("Seller") and TEUTSCH PARTNERS, LLC ("Buyer") Dear Doug, Please accept this letter as a conditional waiver of our due diligence contingency in accordance with Section 6 of the Agreement, contingent upon the following: 1. Seller acquires title to the Chase Bank parking lot (tax parcel t1 78157000280) and includes in Property, and 2. Title commitment is issued consistent with Natalie Evans email, dated October 21, 2013 (attached as Exhibit A), with (tie following revisions: a. Buyer accepts paragraphs 31 (as it relates to third party utility providers), 32, and 35. 3. Title commitment is issued consistent with Steven Gross email, dated September 6, 2013 (attached as Exhibit 13). In the event Seller is Unable to comply with items 1 and 2 above, the Agreement shall terminate and the Earnest Money Deposit shall be returned promptly to Buyer. Si n Walker Encl. Exhibit A, Natalie Evans email, dated October 21, 2013 Exhibit 13, Steven Gross email, dated September 6, 2013 cc: Mr. Doug Ruth, Assistant City Attorney )O01 11'4•stern Atrenue�. Suite 330 m Seattle, Wasbiugton 98121 T..-20(.725.1130 n F; 206.728.0935 © unum.leuhcb.rom rs Limited lJobilil). Co. � W r John Walker From: Natalie Evans <NEvans@stewarLcom> Sent: Monday, October 21, 2013 8:08 AM To: Debbi Hodgson Cc: Doug Ruth; John Walker Subject: FW: 20050518001.242 Auburn Financial Services and Kenneth Nelson/# Attachments: 20131018114541165 FR.pdf Debbi, Please update the title commitment as follows: 1. Add property known as Lots 1 & 2, Block 6, Slaughter Town/0701570-0200 2. Increase Owners' extended coverago to $1,745,990.00 3. Delete paragraphs 15 and 16 based on attached recorded Reconveyance 4. Delete paragraph 20 or provide status 5. Delete paragraph 22. Ceradimm is not n Purchaser on our transaction. Paragraph 17 will be eliminated upon recording of the Teutsch Deed. 6. Delete paragraphs 23 and 25 hased on John Jones' approval We understand that the City of Auburn is working on terminations needed for paragraphs 20, 31, 32 and 35. Thank you. Natalie Evans National Closing Specialist Commercial Escrow Officer/LPO Stewart Title Guaranty Company 1420 5th Avenue, ff440 Seattle, WA 98101 O (206) 770.8821 1 F (206) 209-9942 slowarl.com I natalie.evans®stowad.com My office hours are Monday-Friclay, 7:30 a.m. to 4:30 p.m. MIT STEVMtI INFORMATION SERVICES CORPORATION r4YSE STC) From: Kinnard, Beth [mail_lo_Beth.Kinnard n1Cl]__COM] Sent: Friday, October 18, 2013 11:47 AM To: Segi, Leslie Cc: Natalie Evans; Penner, Donnel; Carver, Jennifer Subject: RE: 20050518001242 Auburn Financial Services and Kenneth Nelson Here is your AST and FR on a rush. Thank VOL] Beth Kinnard Title Officer Ph# 425-259-8114 Fx# 425-259-8243 Email Beth. Kinnord@ctt. coin 3002 Colby Avenue Suite 200 Everett, WA 98101 Check out our new online rate calculator at: yourchicagoteam.com Attention: Effective August 1, 2013 the average recording fee is. **Residential Sale Fee $179.00 **Residential Refinance Fee $110.00 The RESPA Rule to Simplify and Improve the Process of Obtaining Mortgages and Reduce Consumer Settlement Costs includes the provision for average charges, allowing settlement service providers to establish an average recording fee, Divide the average charge between the buyer and seller as per contract or local custom. If your transaction is not a residential loan or sale with a new loan, please contact your title provider, for actual recording charges. From: Segi, Leslie Sent: Thursday, October 17, 2013 3:31 PM To: Kinnard, Beth Cc: natalie.evansa stewarl.corn; Penner, Donnel; Carver, Jennifer Subject: 20050518001242 Auburn Financial Services and Kenneth Nelson Hi Beth; Would you be so kind as to email Natalie Evans (cc'd above) when you have the reconveyance back on the above - referenced Deed of Trust? It is my understanding the Reconveyance of this Deed of Trust should release the Assignment of Rents recorded under King County Recording It 20050518001243. Is that correct Beth? Thank you for your help with this. Best; Leslie Segi I Esu ow Officer/1.110 Designated I IUD and FNMA Closer Chicago Title Company 1 521 5 SE 272nd St Suite 101 Kent, WA 98042 P: 253 856-9760 F: 253 856-9761 r= Les Iie.seoi@ctt.conn Please send all loan clocunnents toWA-CTI-Kent.Escrowa ctt.com www.UsoChicagoTide.com Please consider the environment before printing this email. John Walker °Q From: Steven Gross <sgross@auburnwa.gov> Sent: Thursday, September 26, 2013 2:49 PM To: John Walker; Doug Lein Ce: Elizabeth Chamberlain Subject: RE: PN # 78157-00280/632534 John, You're correct — it should be item 6. Steve From: John Walker [mailto:iwalker@teutsch.Com] Sent: Thursday, September 26, 2013 2:48 PM To: Doug Lein Cc: Steven Gross Subject; RE: PN # 78157-00280/632534 Steve, I em assuming your item c) was intended to reference #6 not 5 — correct'? If so, then title looks good, as the objections we would have (items 3,4, and 6) look like they will be removed per your email. Doug, For our records could you get Laura (or send me the link) to email me copies of the tccordCd documents referenced in contntilntent. Thanks, John Walker Teutsch Partners LLC 2001 Western Ave Suite 330 Seattle, WA 98121 Main (206) 728-1130 ext 268 Fax (206) 728-0935 i valker@teutsch.com http://Www.tCutsch.Com/ From: Doug Lein fnuiilto:dlein@auburnwa.MYj Sent: Thursday, September 26, 2013 1:59 PM To: John Walker Subject: Fwd: PN # 78157-00280/632534 John Title report. 1 am with the driller now. Doug Scat from illy iPhone Begin forwarded message: From: Steven Gross <s11ross@aubuI'll wa.cov> Date: September 26, 2013, 12:59:44 PM PDT To: Doug Lein <dlein@auburnwa.fov>, Elizabeth Chamberlain <cchall berlaiII @i all burnwa.',ov> Subject: RE: PN 1178157-00280/632534 Doug, No reason not to send this to Walker. To save time, I note that: a) item 3 has expired because neither of the buildings or entities still exists; b) item 4 is the agreement that has expired under its own terms and, c) the rights under item 5 will merge once the City owns both parcels, but we'll still record it release of casement for this. Steven L. Gross Assistant City Attorney 253.804.5027 From: Doug Lein Sent: Thursday, September 26, 2013 12:27 PM To: Stevan Gross; Elizabeth Chamberlain Subject: Fwd: PN # 78157-00280/632534 Chase title report, Steve please take it look and let rue know if ok to send to John Sent from my iPhone Begin forwarded message: From: "Lau, Laura" <llau0nfi1S1a1Mco11r> Date: September 26, 2013, 12:23:42 PM PUF To: Doug Lein <dleinCaubtI'll wa.„ov> Subject: RE: 1'N It 78157-00280/632534 Here's the commitutcnt.... only for you. Laura Lary LPO Senior Commercial Closing Officer First Anncrican Title Insurance Company National Commercial Services The information contained in this electronic communication is personal, privileged and/or confidential information intended only for the use of the individual(s) of entity(ies) to which it has been addressed. If you read this communication and are not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication, other than delivery to the intended recipient is strictly prohibited. If you have received this communication in error, please immediately notify the sender by reply e-mail. Thank you. The information contained in this electronic communication is personal, privileged and/or confidential information intended only for the use of the individual(s) or cntity(ies) to which it has been addressed. If you rend this communication and are not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication, other than delivery to the intended recipient is strictly prohibited. If you have received this communication in error, please inuncdiately notify the sender by reply e-mail. Thank you.