HomeMy WebLinkAbout5617 A RESOLUTION NO. 5617
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
EXECUTE A CONTRACT FOR THE SALE OF CITY OWNED
REAL PROPERTY TO BRIDGE ACQUISITION, LLC
WHEREAS, the City purchased 302 Lund Road from King County on
September 19, 2006 for the overall enhancement of the City under the authority
granted by Resolution 4099; and
WHEREAS, Auburn City Council, through Section 1 of Resolution 5384
passed on October 15, 2018, declared the 302 Lund Rd as surplus property to
the City's needs; and
WHEREAS, Bridge Acquisition, LLC has expressed desire to purchase
302 Lund Rd from the City and it is in the public interest to sell the surplus property
at this time; and
WHEREAS, the Auburn City Council held a public hearing in accordance
with RCW 39.33.020,
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
RESOLVES as follows:
Section 1. The Mayor is authorized to execute a Contract for the sale
of the following legally described real property:
LEGAL DESCRIPTION
LOT 2 OF AUBURN SP-11-85, RECORDING NO. 8601080790, SAID SHORT
PLAT, DESCRIBED AS FOLLOWS: WEST% OF THE WEST % OF THE NE %
OF THE SW 1/4 OF SECTION 13, TOWNSHIP 21 NORTH, RANGE 4 EAST,
Resolution No. 5617
September 7, 2021
Page 1 of 2
W.M., KING COUNTY, WASHINGTON, LESS STATE ROAD, LESS COUNTY
ROAD
more commonly referred to by King County tax parcel 1321049104, or by
street address 302 Lund Rd. SW, Auburn, WA 98001 between the City and
Bridge Acquisition, LLC in substantial conformity with the Term Sheet attached
as Exhibit "A."
Section 2. The Mayor is authorized to implement those administrative
procedures as may be necessary to carry out the directives of this legislation.
Section 3. This resolution shall be in full force and effect upon passage
and signatures.
Dated and Signed this 18th day of October, 2021.
CITY OF AUBURN
pc ,_601004
NANCY BAf�' �
MAYOR
ATTEST:
Shawn Campbell, MMC, ity Clerk
APPROVED AS TO FORM:
VP (peawv\
Kendra Comeau, City Attorney
Resolution No. 5617
September 7, 2021
Page2of2
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spllt„..the:,COSt-9f,the third•:apppla1-; If the Buyers apPraisal IS, i
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4. Earribat,MoneY:papOsit:', Within: five (5): OUSineSS, days: following full execution• of 'a I
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In the form:.*Of-'a promissory mote'. The Earnest Money shall be:
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considered non-refundable and released to.:the::.Seller Irf, the
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refundable and released to Seller immediately following Buyer's
.,deposit Of:earnest money with :escrow as.:described-above,
shall be converted from promissory note to cash and
released toSeller upon:expiration or waiver of Buyer's: initiei.
'Ewe Diligence Period,:or upon Buyer's,issuing to Seiler the Due
Diligence Extension Notice, whichever occurs first;: and (lil).
$10,000 shell'be.converted from promissory-note to. cash and
released to Seller upon:expiration or waiver of any Extended
Due Diligence Period as it May exist.All Earnest Money released
to,Seller':Shall be considered non-refundable.
5. Due Diligence (DD): Purchaser's Due Diligence period shall be as presented below:
• 18 months from mutual execution:of a purchase and
Sale agreement to complete Purchaser's Due Diligence
(the"Initial Due.biligencePeripd7).
• Purchaser IS entitled to one 1) 12 month extension
option ("Extended.Due Diligence Period") by providing
advanced written notice to Seller .not:more than 30
Calendar, days from the expirationi of the, initial Due.
Diligence Period ("Due Diligence Extension Notice):„If
the Due Diligence Extension Notice is not provided.
within the appropriate time period,or Buyer does not
provide Seller with a notice :Of disapproval of due
diligence ("Notice- Buyer's Disapproval of Due
Diligence") prior to the expiration of theInitial Due
Diligence Period Or Extended Due Diligence Period,
Buyer's due diligence .will be 'deemed to !beapproved
and duediligence will:immediately become waived iand
the remaining promissory note held in Escrow will be
convertedto check, considered nen-refundable and •
remitted to Seller within 14 calendar days of the
expiration Of the Initial or Extended ;Due Diligence
Period:or Buyer,provides Seller with a written notice
approving of Buyer's due diligence ("Notice Of Buyer's
Approval of Due Diligence"), Whichever occurs first.
Upon Buyer's approval of Due Diligence, the Parties
ishall proceed to Closing.
If Buyer prOVideS,City With;a Due DiligenCe, Extension
Notice within the appropriate time period, Buyer's
Extended Due Diligence Period will be from the
.expiration Of the;Initial Due Diligence Period.
During Due:: Diligence period Purchaser shall obtain an
approved plan ifor wetland',Mitigation from the ::governing
authorities, obtain SEPA, and any other moniCipel.
approvals needed to:-deVelobihe site.
10900 NE 4u1 St,Bellevue;WA 98004,603.3403507
bridgedeV:Conli.
•w1[ BRIDGE
6 Acceptan•ce of City's•Existing Documents Buyer acknowledges receipt and approves of
documentation provided by City:with relation to this property, which may include,but isnot
limited to: previous title reports ,surveys, and,"i past wetland documentation;
•
7. . Title: . ,, Within 10 business days following mutual ',execution of s a
Purchase and Sale°Agreement, Seller will cause to be delivered i
to Buyer,• at Buyer's expense•, an ALTA Standard Coverage T.-..ilt—.le
Commitment from'Stewart Title; Should 8uyer wish to receive 1
an Extended Coverage Title Policy, Buyer agrees to satisfy-all
•
title nsurerrequirementsto obtainsaid Extended Coverage at
their own,cost and'action,,including but not limited toany survey
work not"already'furnished by Seller
1.
.8. •Closing; Closing will occur thirty (30) .days following :our satisfactory 1.
' completion::of Due Diligence, at which time Seller will.:deliver:to
Purchaser"a Statutory Warranty Deed;>conveying title to "thee.
Property subject only to special exoeptiolns. end ,conditions
acceptable :to buyer, but free and clear of all mortgages and
'liens and also an.assignment of Seller's interest in any and all
leases, agreements, architectural and engineering. "plans,
studies, surveys, service;contracts, governmental approvals,
.
personal property; and other :similar:items relative to the
property if they may exist
"9. Cloing,CtAll Closing, osts:wlbealdby the;Purchase ..p
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10..Brokerage: Itis understood and agreed that,the Seller does:'not:have Broker'
representation. .The Buyer is represented by Joel Jones of.Neil 1
Walter Company::• No other:br'oker has been•involved•in•••the:
_
contemplated sales Buyer shall •pay.Bu•yer's Broker all,brokerage;,
commissions: .
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11, Auburn City Council;; Auburn City Council agrees to negotiate exclusively with Bridge: •-
Acquisition LLC for„the sale of the;Property for.90 days following:
• passage of°such Resolution, The'terms of any such sale.shall be:
2_
in:.suta'ntial c
bsonf
1conformity to'these tm
ers described.above.
This,Letter:of.Inteiit is•intended to:.be a;su:rrmmary'o.f terms.for a Purchase and'Sale Agreement,
which:.shall substantially confirm to the terms agreed toaierein.
=Sincerel:y,,
BRIDGE bE1.ELOP.MENT PARTNERS
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:10900 NE4n1 St;Bellevue,INA.9800/1,603.340.3507
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BRIDGE-
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Justin Carlucci
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10900 NE4th St, Bellevue,Vi/A§8094,603340.3507
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DocuSign Envelope ID:25E2ED95-BB8E-4CAC-814D-E99F41E38E60
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT(this"Agreement")is entered into as of the
70th day of October ,2021 ("Effective Date"),by and between the City of Auburn, a
Washington municipal corporation("City" or"Seller"), and Bridge Acquisition,LLC, a
Delaware Limited Liability Company("Buyer").Seller and Buyer are collectively referred
to as the"Parties."
RECITALS
A. Seller owns certain real property located at 302 Lund Road in Auburn,
Washington,King County parcel number 132104-1904("Subject property"),being legally
described in Exhibit A attached.
B. Auburn City Council, through Section 1 of Resolution 5384, declared the
Subject property as surplus to the City's needs.
. C. Auburn City Council, through ratification of Resolution 5617 authorized
g
. . . the Mayor to negotiate and execute a purchase and sale of the Subject property:with the
• Buyer consistent with the Letter of Intent,which was attached to the resolution.
AGREEMENT
Now,therefore,for good and valuable consideration,the receipt and sufficiency of
which the Parties mutually acknowledge,Buyer and Seller agree as follows:
1. Certain Defined Terms. For purposes of this Agreement, the following
capitalized terms in this Agreement will have the following definitions:
1.1 "Closing" or"Close of Escrow" means the recordation of the Deed in the
Official Records and Seller's receipt of the Purchase Price.
•
1.2 "Closing Date"means the date which is thirty(30)days after the expiration
or waiver of the due diligence and feasibility review period(s),but which may be extended
pursuant to Section 5. •
1.3 "Deposit"means an amount of Thirty thousand dollars ($30,000), $10,000
of which will be in the form of cash, certified check, or wired funds and $20,000 in the
form of a promissory note which will be converted to cash as described in Section 4 below,
plus any other amounts designated as a Deposit in this Agreement.
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 Stewart Title Company(206,770.8849),located at:
1420 5th Avenue, Suite 440, Seattle, WA 98101.
Purchase and Sale Agreement—COA I Bridge Acquisition LLC—Y3
King County Parcel b 132104-1904(302 Lund Road,Auburn, WA)
Page 1 of 17
•
DocuSign Envelope ID:25E2ED95-BB8E-4CAC-814D-E99F41E38E60
1.6 "Official Records"means the official real property records of King County,
Washington.
• 1.7 "Permitted Exceptions"has the meaning as set forth in Section 6.1 below.
1.8 "Purchase Price"has the meaning as set forth in Section 3.
1.9 "Title Company"means Stewart Title Company. '
1.10 "Title Policy"means the then current Buyer-purchased standard coverage
ALTA 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 Subject property vested in
Buyer name,subject only to the Permitted Exceptions.
2. Purchase and Sale. Buyer agrees to buy, and Seller agrees to sell the Subject
Property"as-is,where is"on the terms and conditions set forth in this Agreement.
- 3. Purchase Price; Cash Payment. The Purchase Price shall be a minimum of Two
. Hundred Thousand Dollars and no cents($200,000.00)or equal to the updated appraisal
value'set forth in Section 3:1 below, whichever is more. The full purchase price will be
payable in full at Closing. The Deposit will be applied to the Purchase Price due at Closing.
The Purchase Price payment by Buyer will be via wire transfer of collected federal funds.
3.1. Appraisal. Within ten (10) calendar days following whichever occurs first,
(i)the expiration or waiver of Buyer's Initial Due Diligence period as defined in Section 5
below,or(ii)Buyer's delivery of a Due Diligence Extension Notice also defined in Section
5.2, the City will commission, at Buyer's expense an update to the November 1, 2018
appraisal of the same property prepared by Dan Barnes, MAI, CRE, and Tia Belisle of
McKee Appraisal.If the Buyer does not agree with the updated appraisal value,Buyer may
provide Seller with a notice of disapproval to the updated appraisal ("Disapproval of
Updated Appraised Value Notice"). So long as the Buyer delivers the Disapproval of
Updated Appraised Value Notice to the Seller within five (5) business days following
receipt of the updated appraisal Buyer will have the right to obtain at its own expense a
separate appraisal of the Subject property using an MAI certified and licensed appraiser of
its choice. If the Buyer's appraisal is more than 15% above or.below the City's updated
appraisal, the Buyer and Seller's appraisers will jointly select an appraiser to conduct a
third appraisal,the cost of which will be split equally between the Parties.The value of the
Subject Property will be determined by taking average of the three appraisal values. If the
Buyer's appraisal is within 15%above or below the Seller's updated appraisal the value of
the Subject Property will be determined by taking the average of the two appraisal values.
Under no circumstances will the values determined by the appraisals cause the Purchase
Price to be less than$200,000.00.
4. Earnest Money Deposit. Within five(5)business days following execution of this
Agreement, Buyer will deposit with Escrow Agent, which the Escrow Agent will hold as
Purchase and Sale Agreement—COA/Bridge Acquisilion,LLC—V3
King County Parcel#132104-1904(302 Lund Road.Auburn, WA)
Page 2 of l7
DocuSign Envelope ID:25E2ED95-BB8E-4CAC-814D-E99F41 E38E60
an earnest money deposit for this transaction, Thirty Thousand Dollars and no cents
($30,000.00) (the "Deposit"). Twenty thousand of the Deposit will be in the form of a
promissory note(the"Note")converted to cash and released to the Seller in the manner put
forth below. Ten thousand of the Deposit will be in the form of a cash deposit, certified
check,or wired federal funds.The Deposit will be held in Escrow and applied or dispersed
of by the Escrow Agent in the following manner;
•
(i) $10,000.00 to be released to the Seller immediately following Buyer's
deposit of the earnest money with escrow as described above;
(ii) $10,000.00 of the Note to be converted to cash,and released to Seller upon
•
expiration or waiver of Buyer's initial Due Diligence Period, or upon Buyer's.issuing to
Seller the Due Diligence Extension}Notice,whichever occurs first; •
• (iii) The remaining Note,of$10,000.00 to be converted to cash,and released to
Seller upon expiration or waiver of any Extended Due Diligence Period.as it may exist.
_ The Deposit will be-applied towards Buyer's costs at Closing. Except for in the event of
Seller's Default described in Section 12.3 below, any of the Deposit released to the Seller
.. • - is considered non-refundable.in the event this Agreement should:terminate without a
successful Closing. . . .
5. • Initial Due.Diligence Period. For a period of eighteen (18) months from the
Effective Date of this Agreement(the"Initial Due Diligence Period")Buyer will have the
right to conduct,at Buyer's expense,due diligence and feasibility review,examination and
inspection of all matters pertaining to the feasibility of the Subject Property,including such
inspections,tests, and surveys as Buyer deems appropriate to determine the suitability of
the Subject Property for Buyer's intended use.Buyer shall not.conduct any physically or
environmentally intrusive inspections or tests without Seller's specific prior written
consent to the underlying scope of work,which consent will not be unreasonably withheld,
but may at Seller's discretion require Buyer to furnish additional insurance to the extent
and in an amount deemed necessary by Seller.If,based upon Buyer's review,examination
and inspection,Buyer determines in its sole discretion that based upon its due diligence the
Subject Property is not suitable for its intended uses and therefore Buyer intends NOT to
purchase the Subject Property, Buyer must notify Seller of such determination by
delivering to Seller,in writing,prior to the expiration of the Initial Due Diligence Period a
notice of disapproval of due diligence and feasibility ("Notice of Buyer's Disapproval of
Due Diligence"). If Buyer does not deliver to Seller a Notice of Buyer's Disapproval of
Due Diligence, or delivers to Seller a written notice of Due Diligence and Feasibility
approval ("Notice of Buyer's Approval of Due Diligence")prior to the expiration of the
Initial Due Diligence Period then Buyer is deemed to be satisfied with its due diligence
inspections and the feasibility of the Subject Property and expressly waives its right to
terminate this Agreement pursuant to this Section of the Agreement. Buyer further agrees
to convert a portion of the Note into Cash and release it to Seller pursuant to Section 4,
subsection(ii)above.
Purchase and Sale Agreement—CDA/Bridge Acquisition,LLC—V3
King County Parcel#132104-1904(302 Lund Road Auburn, IVA)
Page 3 of 17
DocuSign Envelope ID:25E2ED95-BB8E-4CAC-814D-E99F41E38E60
5.2 Extended Due Diligence Period. Buyer is entitled to one (1) twelve-month
extension of Buyer's Due Diligence and Feasibility Period(the"Extended Due Diligence
Period") by delivering Seller advanced written notice (the "Due Diligence Extension
•
Notice") not more than.30 calendar days from the expiration of the Initial Due Diligence
Period. If Buyer does not provide the Due Diligence Extension Notice within the
appropriate time period, than this Agreement will either terminate or proceed to Closing
pending the outcome of Section 5.1 above. If Buyer timely delivers to Seller a Due
Diligence Extension Notice, the Extended Due Diligence Period will commence the
calendar day following the expiration date of the Initial Due Diligence Period.All required
notices and responsibilities of the Buyer set forth in Section 5.1 and Section 7 will apply
. to the Extended Due Diligence Period. If Buyer does not deliver to Seller a Notice of
• Buyer's Disapproval of Due Diligence, or delivers to Seller a written Notice of Buyer's
Approval of Due Diligence prior to the expiration of the Extended Due Diligence Period
then Buyer is deemed to be satisfied with its due diligence inspections and the feasibility
of the Subject Property and expressly waives its right to terminate this Agreement pursuant
to this Section 5 of the Agreement. Buyer further agrees to convert the remaining portion
of the Note into Cash and release it to Seller pursuant to Section 4,subsection(iii)above.
. 5.3 Due Diligence. and Feasibility Dissatisfaction. If Buyer timely and
• affirmatively advises Seller in writing of its dissatisfaction based on its due diligence and
feasibility review,then this Agreement will automatically terminate,the Parties'rights and
responsibilities under this Agreement,excluding those rights and responsibilities described
in Section 7,will be of no further force or effect and any Deposit not already released to
Seller pursuant to Section 4 will be returned to Buyer.
5.4 Acceptance of City's Existing Documents. Within five (5) business days
following the Effective Date Seller will provide to Buyer any existing documentation Seller
has relating to the Subject Property for Buyer's review and acceptance as part of its due
diligence and feasibility. Documentation may include, but not be limited to previous title
reports, surveys, and past wetland reports.
5.5 Release of Due Diligence Materials to Seller.Buyer agrees to release to Seller
any and all due diligence and feasibility materials conducted on,or in relation to the Subject
Property that is non-proprietary to the Buyer's business financials.
6. Title Policy. Within ten (10) business days following the Effective Date of this
Agreement, Seller will cause to be delivered to Buyer, at Buyers expense an ALTA
standard coverage preliminary title insurance commitment covering the Subject Property
from the Title Company (the "Commitment"). The Title Company will be instructed to
deliver a copy of the Commitment and copies of exceptions to Buyer, Seller, and the
Parties' respective counsel. Approval by Buyer of the exceptions to title set forth in the
Commitment(other than as hereinafter set forth) will be a condition precedent to Buyer's
obligation to purchase the Subject 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 6.1 below), stating the exceptions so
Purchase and Sale Agreement—COA/Bridge Acquisition,LLC—V3
King County Parcel#132104-1904(302 Lund Road,Auburn, WA)
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disapproved,within sixty(60)calendar days after the date of delivery of the Commitment
to Buyer,Buyer will be deemed to have approved such exceptions. If Buyer disapproves
any title exceptions, Seller will have a ten (10) business 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 Seller will remove (or cause to
be removed) from title; provided, however, that Seller will not be required to actually
remove such exception(s)until Closing. If,for any reason, Seller's notice given pursuant
to the immediately preceding sentence does not covenant to remove all of Buyer's
disapproved title exceptions at or prior to Closing, Buyer has the right to terminate this
Agreement by written notice to Seller and Escrow Agent given within ten.(10) business
days after the earlier of the expiration of such ten(10)business day period or the date Seller
• informs Buyer that it does not intend to remove the disapproved items (the"Termination
Notice"). Buyer's failure to deliver the Termination Notice within such ten(10)business
• -day period will be .deemed Buyer's approval of any such previously disapproved title
exception. If Buyer delivers the Termination Notice within such ten (10) business day
period, the obligation of Seller to sell, and Buyer to buy, the Subject Property will
terminate. In the event an update to the Commitment is issued by the Title Company that
discloses any new title exception,Buyer and Seller shall follow the same process outlined
above with respect to any such new title exception provided, however, that Buyer shall
notify Seller of any new,title exception disapproved by Buyer within thirty(30)days after
Buyer receipt of any.update to the Commitment. Buyer shall not disapprove any matter
which may show up in the Commitment already set forth and described in the Warranty
Deed referenced in Exhibit B.
6.1 Permitted Exceptions. In addition to such other exceptions to title as may be
approved by Buyer pursuant to the provisions of Section 6 above, Buyer shall accept title
to the Subject Property subject to the following(collectively,the"Permitted Exceptions"):
The printed exceptions which appear in the then current ALTA form standard
coverage owner's policy of title insurance issued by Title Company in the State of
Washington,unless Buyer elects to obtain an extended coverage title policy(in which case
Seller shall execute a standard owner's affidavit in the form required by the Title Company
to remove the standard exceptions);and items created by,or on behalf of,Buyer.
6.2 Buyer's Election for Extended Coverage. Should Buyer elect to obtain an
ALTA Extended Title Coverage, Buyer shall at its own cost and expense pay for any
additional premium cost, including sales tax. Buyer is also responsible for any cost and
•
work required by the Title Company to provide the extended coverage. Buyer covenants
that any required work will be delivered to the Title Company in a timely manner so as not
to delay Closing. Seller shall execute a standard owner's affidavit in the form required by
the Title Company to issue an extended coverage title policy.
7, Buyer's Right of Entry, Restoration and Insurance Requirements. Buyer, its
agents and consultants, at Buyer's sole expense and risk, may enter the Subject Property
between the hours of 7:00am and 6:00pm,Pacific Standard Time during the term of this
Agreement for the purpose of Buyer's due diligence and feasibility study of the Property.
Purchase and Sale Agreement—COA/Bridge Acquisition,LLC—V3
King County Parcel!1132104-1904(302 Lund Road,Auburn, WA)
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Buyer will (a) exercise care at all times on or about the Subject Property, and (b) take
precautions for the prevention of injury to persons or damage to property on or about the
Subject Property. Any physical alteration of the Subject Property in connection with
. . Buyer's diligence work will be restored by Buyer at its expense to a condition as it
reasonably existed prior to Buyer's diligence work.Buyer will perform all restoration work
immediately following conclusion of the work or study having caused the alteration to the
Subject._Property. This -restoration requirement shall survive any termination of this
Agreement. Should Seller be required to perform restoration work on behalf of the Buyer,
Seller will be entitled to recoup all costs and expenses from Buyer associated with restoring
: the Subject Property plus an additional ten (10%) percent for management fees. Buyer
indemnifies Seller against any loss, damage, or claim resulting from Buyer's inspections
and tests.Buyer is not Seller's agent in connection with such activities and has no authority
to allow any liens to encumber.the Subject Property.Buyer shall keep the Subject Property
-
free from all mechanics',•materialmen's and other liens, and all claims arising from any
• work or labor done, services performed, or materials and supplies furnished with Buyer's
• actions in the exercise of its right of entry on the Subject Property.Prior to entry by Buyer,
• • its agents or consultants, Buyer must first provide Seller with a certificate of General
Liability Insurance,naming the City of Auburn as "Additional Insured"in the amount of
$1,000,000 per occurrence, $2,000,000 aggregate along with any other insurance or in
_. .. additional amounts as Seller may deem necessary with respect to activities on the Subject •
Property.
8. Closing.
8.1 Time for Closing. This purchase and sale will be closed in the office of
Escrow Agent on the Closing Date. Buyer and Seller will place in Escrow with Escrow
Agent all instruments, documents and monies necessary to complete the sale under this
Agreement. Funds held in Escrow pursuant to Escrow instructions will be deemed, for
•
purposes of this definition, as available for disbursement to Seller. Neither party needs to
be physically present at the Closing.
8.2 Closing Costs.
8.2.1 Seller's Costs. Associated with the sale and conveyance Seller will
pay; (a) Seller's share of prorations, if any, and(b) Sellers own legal fees and fees of its
own consultant, if any.
8.2.2 Buyer's Costs. Buyer will pay all costs associated with the sale and
conveyance of the Subject Property, including but not limited to: (a) the full escrow fees
and costs, (b) all premiums charged for the Title Policy and any additional endorsements
or coverage Buyer may require, including applicable sales tax, (c) the recording fees for
the Deed;and(d)Buyer's share of prorations,if any(d)real estate excise taxes,if any,and
(e) all brokerage fees in connection with this Agreement.
8.2.3 Other Costs. All other costs and expenses will be Buyer's
obligation.
Purchase and Sale Agreement—COA/Bridge Acquisition,LLC—V3
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•
8.2.4 Real Property Taxation. Seller will be responsible for all real
property taxes due and owing prior to the Closing.
8.3 Closing Documents.
8.3.1 Seller's Documents. At Closing,Seller will deliver to Escrow Agent
the following instruments and documents:
•
-• a. An executed and acknowledged Statutory Warranty Deed acceptable to
• . Buyer but inclusiye of those covenants set forth for.reference in the
Deed attached as Exhibit B; •
• b. The executed real.estate excise tax affidavit to accompany the Deed;
and
. . :• c. An executed nonforeign person affidavit in the form required under
• Section 1445 of the Internal Revenue Code.
8.3.2 Buyer's•Documents. At Closing, Buyer. shall deliver to Escrow
. . . • Agent the following funds,instruments and documents:
•
• a. ..The balance of the Purchase Price in accordance with Section 3; and
•
b. An executed real estate excise tax affidavit.
9. Possession. Buyer will be entitled to possession of the Subject Property upon
Closing.
10. Representations and Warranties.
10.1 Seller's Representations and Warranties. In addition to any other
representations or warranties of City elsewhere in this Agreement, Seller represents and
warrants to Buyer now,and as of the Date of Closing,that:
10.1.1 Authority. Seller has full power and authority to execute this
Agreement and perform Seller's obligations and all necessary action to authorize this
transaction has been taken, except as specifically provided herein.
10.1.2 Hazardous Substances. Seller has not received notification of any
kind from any governmental agency suggesting that the Subject Property is or may be
targeted for a Hazardous Substances cleanup;to the best of Seller's knowledge the Subject
Property has not been used (a)for the storage, disposal or discharge of oil,solvents, fuel,
chemicals or any type of toxic, dangerous, hazardous or biological waste or substance
(collectively, "Hazardous Substances"), or (b) as a landfill or waste disposal site; to the
best of Seller's knowledge the Subject Property has not been contaminated with any
Hazardous Substances; and(c)to the best of Seller's knowledge,there are no underground
storage tanks on the Subject Property.Buyer agrees to waive Seller's Disclosure Statement
under RCW 64.06:010 with the exception of item 6 "Environmental" under RCW
Purchase and Sale Agreement—COA/Bridge Acquisition,LLC—V3
King County Parcel#132104-1904(302 Lund Road,Auburn, WA)
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64.06.013 which Seller shall deliver to Buyer within five (5) business days following
execution of this Agreement. A blank copy of the Environmental Section of Seller's
Disclosure Statement is attached as Exhibit C for reference. Prior to closing,Buyer will
:_.. be responsible to evaluate the property for Hazardous Substances and Seller will be given
the opportunity, but will not be obligated, to remediate any concerns brought to the
attention of environmental authorities.
10.1.3 Buyer's Representations and Warranties. In addition to any other
representations and warranties of Buyer elsewhere in this Agreement,Buyer represents and
warrants to Seller now, and as of the Date of Closing, that (a) Buyer has full power to
execute, deliver and carry out the terms and provisions of this Agreement, and has taken
all necessary action to authorize the execution, delivery and performance of this
• • Agreement; and (b) the individual executing this Agreement on behalf of Buyer has the
. • authority to bind Buyer to the terms and conditions of this Agreement.
10.1.4 "As is" condition of Subject Property. The Purchase Price reflects
• that Buyer is purchasing the Subject Property "as is," "where is," and "with all faults,"
• . except to the extent of representations and warranties specifically made by Seller or in the
Statutory Warranty Deed or other documents to be delivered by Seller at Closing. •
•
.11. Maintenance of Subject Property; Risk of Loss,Condemnation.
11.1 Maintenance of Subject Property. From the date of this Agreement until
the Closing Date(or any earlier termination of this Agreement), Seller agrees to maintain
the Subject Property in substantially the same condition existing as of the Effective Date,
ordinary wear and tear,damage by casualty excepted.
11.2 Risk of Loss;Condemnation.Risk of loss of or damage to the improvements
on the Subject Property will be borne by Seller at all times until the Closing Date and no
event of casualty or damage shall affect the parties' obligations under the Agreement or
the Purchase Price,however,Buyer will have the right to receive any insurance proceeds
due Seller in connection with any casualty or damage and Seller covenants to maintain
commercially reasonable casualty insurance in place with respect to the Subject Property
at all times prior to Closing. Seller shall promptly notify Buyer of any condemnation or
eminent domain proceeding which affects or may affect the Subject Property. In the event
of any condemnation or eminent domain proceeding by any entity other than City, or a
deed in lieu of or under threat thereof, which affects a material portion of the Subject
Property, Buyer may elect either to terminate this Agreement, or to purchase the Subject
Property inthe condition existing on the Closing Date without adjustment of the Purchase
Price.
12. Default.
12.1 Time of Essence. Time is of the essence for this Agreement.
Purchase and Sale Agreement—COA/Bridge Acquisition,LLC—V3
King County Parcel q 132104-1904(302 Lund Road,Auburn, WA)
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12.2 Seller's Remedies for Buyer's Default or Failure to Close. If Buyer fails,
without legal excuse,to complete the purchase of the Subject Property in accordance with
this Agreement, Seller's sole and exclusive remedies shall be to retain the Deposit as
liquidated damages. Buyer expressly agrees that the retention of the Deposit by Seller
• • represents a reasonable estimation of the damages in the event of Buyer's default and
failure to close, that actual damages may be difficult to ascertain, and that this provision
does not constitute a penalty. In this respect, Buyer and Seller acknowledge that these
damages have been specifically negotiated between Buyer and Seller and will compensate
Seller for delaying the eventual sale of the Subject Property and to compensate Seller or its
costs and expenses associated with this Agreement.
_12.3 Buyer's Remedies for Seller's Default. If Seller.fails to complete the sale
of the Subject Property in accordance with this Agreement, and such failure is not due to
Buyer's default or Buyer's failure to complete the sale of the Subject Property in
accordance with this Agreement,Buyer's remedy will be to terminate this Agreement and
• receive a refund of the Deposit,or to seek specific performance.
•
'13. -Notices. All notices,demands and other communications required or permitted to
be given.shall be iri writing and shall be sent by personal delivery(including by means of
professional messenger or courier service)or registered or certified mail,postage-prepaid,
• return-receipt requested, or by•electronic mail (email) at the addresses provided. Notice
shall be deemed to have been given if personally delivered or sent by electronic mail
(email),upon receipt,if sent by mail,two (2)days after duly placed in the U.S.Mail to all
of the addresses designated for such party.
The Parties' respective addresses for notices are as follows:
If to Seller: . City of Auburn
Real Estate Division
25 West Main Street
Auburn,WA 98001-4998
Attn: Josh Arndt
Email:j arndt@auburnwa.gov
With copies to: City Attorney's Office
City of Auburn
25 West Main Street
Auburn,WA 98001-4998
Attn: City Attorney
Email: kcomeau@auburnwa.gov,druth@auburnwa.gov
If to Buyer: Bridge Acquisition,LLC
Justin Carlucci,Partner
10900 NE 4th St,
Bellevue,WA 98004
Purchase and Sale Agreement—CDA/Bridge Acquisition,LLC—V3
King County Parcel#132104-1904(302 Lund Road,Auburn,WA)
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• 603.340.3507
JCarlucci@bridgeindustrial.com
bridgeindustrial,com
. . Notice of change of address shall be given by written notice in the manner detailed in this
Section. •• •
14. General.
14.1. Entire Agreement. This is the entire Agreement of Buyer and Seller 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
Seller..Any waivers must be in writing. No waiver of any right or remedy in the event of
• default will constitute'a.waiver of such right or remedy in the event of any subsequent
- default. Venue for disputes under this Agreement is the Superior Court of King County,
Washington.
• . :. 14.1 Choice of Law:This Agreement will be governed by the laws of the State
of Washington.
' ' • • 14.3, No Third Party. Beneficiaries/Severability. This Agreement is for the
• • benefit only of the.Parties and shall inure to the benefit of and bind the heirs, personal
representatives, successors and permitted assigns of the parties. Buyer shall have the right
to assign its rights and obligations under this Agreement prior to closing to an entity in
which Buyer or any principal of Buyer directly or indirectly owns and interest or controls.
The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision. 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.
14.4 Survival of Rights, Duties, and Obligations. The Parties' rights, duties,
covenants, and obligations shall survive Closing and the expiration or earlier termination
of this Agreement.
14.5 Real Estate Broker/Commissions.The Parties acknowledge that the Seller
has not engaged with nor does it have any broker representation. The Parties further
acknowledge that Neil Walters Company, broker Joel Jones has performed services on
behalf of the Buyer that entitles the Brokerage to a real estate commission and that the
Buyer is solely responsible for any and all brokerage commissions related to this
Agreement.
14.6 Signing Authority. Each of the Parties represents and warrants that the
individual signing this Agreement on its behalf is duly authorized to enter into this
Agreement and to execute and legally bind such Party to it.
Purchase and Sale Agreement—COA/Bridge Acquisition,LLC—V3
King County Parcel 11132104-1904(302 Lund Road,Auburn,WA)
Page 10 of 17
•
DocuSign Envelope ID:25E2ED95-BB8E-4CAC-814D-E99F41E38E60
•
• 14.T Attorneys' Fees. In the event suit or action is instituted to interpret or
. enforce the terms of this Agreement, the prevailing party is 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.
• • ' 14.8 Exclusivity. During the term of this Agreement, Seller will not market nor
list the Subject Property for sale, nor accept any offers from third parties with respect to
sale of the Subject Property.
14.9' - Reservation-of Police Power. Notwithstanding anything to the contrary set
forth in this Agreement, Buyer understands and acknowledges that 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. l
14.10 .Exhibits. The following exhibits are attached and incorporated into this
Agreement by reference.
(i) • Exhibit A—Legal Description of the Subject Property
• (ii) Exhibit B—Reference Deed•
• (ii) Exhibit C—Seller Disclosure,Environmental
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
• I
•
tI
Purchase and Sale Agreement—COA/Bridge Acquisition,LLC—V3
King County Parcel#132104-1904(302 Lund Road,Auburn, WA)
Page 11 of 17
DocuSign Envelope ID:25E2ED95-BB8E-4CAC-814D-E99F41E38E60
SIGNATURE PAGE
• SELLER BUYER
• . CITY.OF AUBURN I: • e Acquisition,LLC
•
DowSigned by. ��
10/20/2021 o k s k
Nancy Backus, Mayor •:: :R.: Date: ignatur : Date:
ttest:LEEr
414j7121 AV\A-1(011 �>r �c,c
• : Shawn P. Campbell, City Clerk Print Name:
Ciree)i Aft+
: i i;u: Approved as to Form: Title:
r—JJoeuSl,ed ey:
6.0.144. 6,10.4440
j:Kendra Comeau,Auburn City Attorney Address:
•
•
• •,; Contact Info:
. i
Purchase and Sale Agreement—CDA/Bridge Acquisition,LLC-1/3
•
King County Parcel 11 132104-1904(302 Lund Road,Auburn, WA)
•
Page 12 of 17
, i
DocuSign Envelope ID:25E2ED95-BB8E-4CAC-814D-E99F41E38E60
EXHIBIT A
Legal Description
• •Lot 2,:City ofAuburn.Short Plat No.SP-11-85,recorded January 8,1986 under Recording Number 8601080790,being a
portion of the West 3/4 of the West half•of the Northeast Quarter of the Southwest Quarter of Section 13,Township 21
• North,Range'4 East.,W.M.,in King County,Washington;
Except State road and except County Road.
Situate In the County of King,State of Washington.
•
•
•
•
•
•
Purchase and Sale Agreement—COA/Bridge Acquisition,LLC—113
King County Parcel Il 132104-1904(302 Lund Road,Auburn,WA)
Page 13 of 17
DocuSign Envelope ID:25E2ED95-BB8E-4CAC-814D-E99F41E38E60
• EXHIBIT B
Reference Deed
s A .P.., 1:1111111.11111111111111
.
F ,K.,� �` `r•. 2006 0033
s .. r;,i K 09t 1900.e0
'1. '"'�. o 10 0 Ili
.��j ,�'• SY ,t�� r.wrh . FG COIIIT? 0
6odAKl(1'gQaunry efEstatiSelivices it If237613
yy
'aeb NOM Av:ora r ,-- l/--,. 000H1Y 2. 0$eatlta,WA 8811 j 7 ;�� tgaagg
• , a$ w./ f I „�, 0:B0 Kassel Orr 001
/ _' f dg 'N, DEED
. �{• ...J r' 1 WARRANTY
GRANTOR-KING CO• UNTY. / e ,t` fes-" .
• 1 GRANTEE-CITY OF AUBURN { r .
LEGAL--- SW 1/4 SEC.134WY 2jrN.,•R9E 4,:p W4.,tit,fGj000NTY,WA
• TAX ACCT. 132104.9104 '•� #r ? a��€ t
• • The Granton.hereln ONO COUNTY.a'�aoif(icat'subdMsfQri of/lh late of Wash1figlgq,for
and In ognsidb,tion of ONE HUNDRED l#JGHTY`THOUSANDW lD..Nb/100,DOf.LARS
{ ($180,000.001 pdteuant to King County Ordinance'Nti. 1.553r1;6doog,,herdby cor1 ey end
warrant/unto4he CITY QP AUBURN.a municipal coradratlIbn Of Ih@Stato of WAsi1lhgtort,all
Interest In jihe folloSving described real properly, situated tri IhrrOslIntyy ,of Ung, Stale of
Washington: r = f.y "' , !`
1 L/Ot 2rof Abb4rn$,p- 11.85, Recording No. 8801080790,S@IdrSJ5`ort$$lat,
,r rest:flbe4 ks•rfoltows:,Wesl 4 of the West f4 of the NE%o('•fhl S S4 of
^., action/13, T wpshfp 21 North, Range 4 East, W.M., ICtngt' ounty,
wWashJrtgtan,k:ESs Stale Road,LESS County Road.
•+•,.,.r• f '� f Jam•~ �'•.
- The City of Aubgrn 42 nagCsrfhat aasy use of the Property tnconelstonl with Its current use of
wetlands shell bit mttlgatgQd Jh a orflan4e w11 the State Environmental Policy Act(SEPA)
and/or other appl1 bte/cetiesi.Tha'Vtty'mayy use the Property for any uses that are
compatible or assoo(a-ied with Seater quality,y0otl ii .mlligatlon/enhancement, storm water
control,passive recreation of reltitti&uses'ivtltiout tiny,Uob,,mitigatlon,
1. The City covenants that It shell piade li3l/s coVennnt In arty dead trensferring the Property or e
portion of the Property for said purpoles.the•City fufthr,4grees,totissume responsibility
for the existing Local Improvement Distitdtsiseserne it. r c_
Dated this /rth day of Sepit'sber'•'4,;2"0 . f r i' ,...--•4„.
I�tNOJCOtiNTY,WWSHINKON; ',.
BY 17.7,1,./•Vier y .se . t }1.....1•
• .- ,''
TITLE, FYn 0 A$34" iY
F i r I xy,l.
•
}r
ec SQL c°, ,hn�...r �`„`-
I
Purchase and Sale Agreement—COA/Bridge Acquisition,LLC-113
King Cowlry Parcel 11132104-1904(302 Lund Road,Auburn,WA) ,
Page 14 of 17
DocuSign Envelope ID:25E2ED95-BB8E-ICAC-814D-E99F41E38E60
...ik'. 1 (
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• ' STATE4F yyA 1311 0,1} , a/ ,. `,
a, •
• COUNTYOF�IFIt�4 r *•.i • ••
• I certify that t,=Avz i ,trrtvi S • F signed thj Instrument,on oath stated
• (hat he•was euihorizeditu lie ing} oytrity t xec Itkre to �cOut° a Instrument, and
acknowledged It es the l .'srr>►r, :Op- l Softs i .t y)ie%of King County,
-Washington to be the free end voidnta y pot of ek1 coufly for the uses end purposes
mentioned In the lnsirumen. r t,".
'y �,,..,,,.
• Dated iF ''�• 9!/0 " ` > 1. d
t;" }s'artutu nrttit NOTARytgy�Ltcinand•for t:Wine/
' ��� �a • #� i4 of Washington,rgslditag alfrrrc.+�
fi • �y My appointment Ire: t) a S,solo
• ' i I J It .AAr„,ca a fi i 1 •
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Purchase and Sale Agreement–COA/Bridge Acquisition,LLC–V3 1
King County Parcel#132104-1904(302 Lund Road,Auburn,WA)
Page 15 of17
DocuSign Envelope ID:25E2ED95-BB8E-4CAC-814D-E99F41E38E60
EXHIBIT C
Seller Disclosure—Environmental
--"--?•V ,t.••-
•,ES7TRONDIgNTAIVISMOVIZE?:'t.Wenft = ;
P4'1.0 •-1:--4,a0":
jnotIV(r
A Have there been any flooding,standing water,or drainage
problems on the property that affect the property or access to
the property?
B Does any part of the property contain fill dirt,waste,or other
fill materials?
C Is there any material damage to the property from fire,wind,
• Nods,beach movements,earthquake,expansive soils,or
• landslides?
• D Are there any shorelines,wetlands,floodplains,or critical
• areas on the property?
• • E Are there any substances,materials,or products in or on the
••
property that may be enviropmental concerns,such as
. . . . asbestos,formaldehyde,radon gas,lead-based paint,fuel or
chemical storage tanks,or contaminated soil or water?
F Has the property been used for commercial or industrial
purposes?
G Is there any soil or groundwater contamination?
H Are there transmission poles or other electrical utility
equipment installed,maintained,or buried on the property
that do not provide utility service to the structures on the
property?
Has the property been used as a legal or illegal dumping site?
J Has the property been used as an illegal drug manufacturing
site?
K Are there any radio towers in the area that cause interference
with cellular telephone reception?
•
Purchase and Sale Agreement—COA/Bridge Acquisition,LLC—V3
King County Parcel U 132104-1904(302 Lund Road,Auburn, WA)
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DocuSign Envelope ID:25E2ED95-BB8E-4CAC-814D-E99F41 E38E60
• If you answered yes to any of the following please give further details here.
Item A)An in-house 2011 study determined most of the property to be classified as wetlands. '•
Therefore standing water likely exists during certain times of the year.
Item D)An in-house 2011 study determined most of the property to be classified as a wetland.This
study will be provided to Buyer as part of the obligations set forth in Section 5.4 of this Agreement.
•
. f
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Purchase and Sale Agreement—COA/Bridge Acquisition,LLC—V3
King County Parcel it 132104-1904(302 Lund Road,Auburn, WA)
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