HomeMy WebLinkAboutITEM V-ACity-APPAgreement. doc
This Agreement ("Agreement"), dated , 2010 is entered into between AUBURN PROFESSIONAL PLAZA, LLC, a Washington limited
liability company ("APP"), and THE CITY OF AUBURN, a code City of the state of
Washington ("the City"), and is in reference to the following.
A. APP is the owner of Units 200, 300, 380 and 390 ("Condo Unit 200", "Condo Unit
300", "Condo Unit 380" and "Condo Unit 390", respectively, and collectively "the City Condo
Units") in that certain Condominium Project known as One Main Professional Plaza, a Condominium, as recorded under the certain Condominium Map in the official records of
King County, Washington under recording no. (the "One Main
Condominium"}.
B. APP, as landlord, and the City, as tenant, have heretofore entered into a lease
agreement whereby the City leases from APP the City Condo Units. The City presently
occupies the City Condo Units. Condo Unit 390 is described in said lease as Unit 305 and
contains 2,586 rentable square feet, which equals 2,039 usable square feet.
C. APP is the owner of that certain real property situated in the City of Auburn, King
County, Washington, legally described as Block Map of L.W. Ballard's Park Addition to
Slaughter, according to the Plat Thereof recorded In Volume 3 of Plats, Page 91, records of
King County, Washington; together with the vacated West 10 feet of Silver Street (now "A"
Street NUU} adjoining, and is known by the King County Tax Assessor as Assessor's Parcel nos.
0492000460, 0492000461 and 049200463 ("the Mel's Property"}. There are one hundred twenty (120) surface parking spaces on the Mel's Property.
D. APP, in its capacities as Declarant under the One Main Condominium and as
owner of the Mel's Property, heretofore granted certain rights over the Mel's Property in favor
of the One Main Condominium, and also retained certain rights with respect to the Mel's
Property, all as provided in that certain Parking Easement Agreement recorded in the office
records of King County, Washington under recording no. 200911180013 ("the Mel's Parking Easement").
E. Under Section 8.1 and Appendix B of that certain [Condominium Declaration]
("APP Condo Declaration") concerning the APP Condominium recorded in the office records
of King County, Washington under recording no. ,
APP assigned to the owner of Unit 200 the beneficial interest in one hundred four (104} of
the parking spaces that are a part of the Mel's Parking Easement.
F. The City is the owner of Units ("Garage Unit") in that certain
Condominium Project known as , a Condominium, as recorded under
the certain Condominium Map in the official records of King County, Washington under
recording no. (the "Garage Condominium"). The Garage Unit
comprises 145 parking spaces located within the Garage Condominium.
G. The City, as landlord, and APP, as tenant, have heretofore entered into a Parking Garage Lease Agreement ("Garage Lease Agreement") dated December 15, 2009 whereby
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APP leases from the City up to fifty (50} of the parking spaces that are a part of the Garage Unit.
H. The parties wish to enter into modify their agreements concerning the City Condo
Units, the Mel's Parking Easement and the Garage Unit.
Now, therefore, for valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Sale I Purchase of City Condo Units. As part of the consideration for the
parties' execution of this Agreement, APP hereby agrees to sell to the City, and the City
hereby agrees to purchase from APP, the City Condo Units, including all improvements and
appurtenances thereto including, without limitation, the HVAC units serving the City Condo
Units upon the terms hereinafter set forth. Within five (5) days after execution of this
Agreement, the parties shall cause an escrow ("Escrow") to be opened at Pacific Northwest
Title Company of Washington, Inc., Commercial Real Estate Division, 215 Columbia Street, Seattle, Washington 98104, Attention: Aubry Ludberg, Escrow Officer ("Escrowholder"). The
title insurance herein required shall be furnished by Pacific Northwest Title Company of
Washington, Inc. ("the Title Company"}. The "City Condo Units Close of Escrow" shall be on
the date selected by the City (upon no less than thirty (30} days advance written notice to
APP), provided the City Condo Units Close of Escrow shall be between March 31 and April
30, 2010. Time is of the essence. The Purchase Price shall be Twenty Four Million Four
Hundred Eighty Eight Thousand Two Hundred Ninety Six and xx/100 Dollars ($24,488,296.00}, payable in current funds at the City Condo Units Close of Escrow. At the
City Condo Units Close of Escrow: (a) APP shall convey the City Condo Units to the City, or
the City's designee, by statutory warranty deed subject to the Title Exceptions attached
hereto as Exhibit "A" and such matters as shall hereafter be approved by the City, and (b)
shall assign to the City, or to the City's designee, all assignable construction, equipment, and
supplier warranties pertaining to the City Condo Units. The City shall pay the real estate
transfer excise tax ["excise tax"] (if any}, recording and escrow fees and the title insurance premium. The City is currently in possession of the City Condo Units.
2. Mel's Property and Mel's Parking Easement. As part of the consideration for
the parties' execution of this Agreement, concurrent with the City Condo Units Close of
Escrow APP shall convey to the City by statutory warranty deed its fee simple interest in the
Mel's Property, together with its entire beneficial interest as Grantor under the Mel's Parking
Easement. The grantor's and grantee's interests in the Mel's Parking Easement shall not
merge and the Mel's Parking Easement shall remain in effect forthe benefit of the One Main Condominium. In its capacity as grantee under the Mel's Parking Easement, APP hereby
consents to the deletion of Article 4 thereof should the City, as successor grantorthereunder,
hereafter elect to do so.
3. Rightto Develop the Mel's Property. As part of the consideration for the
parties' execution of this Agreement, concurrent with the conveyance of the City Condo Units
and the Mel's Property to the City, the City and APP shall execute and record in the public records of King County, Washington that certain "Development Rights Agreement" attached
hereto as Exhibit "B".
4. Rightto Purchase City Condo Unit 390. As part of the consideration for the
parties' execution of this Agreement, the City hereby grants APP an irrevocable option to
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purchase City Condo Unit 390 ("Unit 390 Option"). The term of the Unit 390 Option ("Unit 390 Option Term") shall commence as of City Condo Units Close of the Escrow, and shall
terminate exactly two (2) years thereafter. APP shall give the City not less than seventy-five
(75) days advance written notice of the desired date for "Unit 390 Close of Escrow". Within
five (5) days after APP's exercise of the Unit 390 Option, the parties shall cause an escrow
("Escrow") to be opened at Pacific Northwest Title Company of Washington, Inc.,
Commercial Real Estate Division, 215 Columbia Street, Seattle, Washington 98104,
Attention: Aubry Ludberg, Escrow Officer ("Escrowholder"). The title insurance herein
required shall be furnished by Pacific Northwest Title Company of Washington, Inc. ("the Title Company"). Time is of the essence. The Purchase Price for City Condo Unit 390 shall
be One Million Seventy Four Thousand Nine Hundred Forty Nine and xx1 Dollars
($1,074,949.00}, payable in current funds at the Unit 390 Close of Escrow. Additionally, APP
agrees to construct all tenant improvements required to relocate employee space and break
room into another portion of the City Condo Units before any purchase of City Condo Unit
390 is completed (close of escrow}. The City has the sole right to approve the design and
construction of these tenant improvements associated with the relocation of the employee space and break room. At the Unit 390 Close of Escrow:(a) the City shall convey City Condo
Unit 390 to APP, or APP's designee, by statutory warranty deed subject to the Title
Exceptions attached hereto as Exhibit "A" and such matters as shall hereafter be approved
by APP, and (b) shall assign to APP, or to APP's designee, all assignable construction,
equipment, and supplier warranties pertaining to City Condo Unit 390. APP shall pay the
real estate transfer excise tax ["excise tax"] (if any), recording and escrow fees and the title
insurance premium. The City shall surrender possession of City Condo Unit 390 at the Unit 390 Close of Escrow. Concurrent with the City Condo Units Close of Escrow, the City and
APP shall execute and record in the public records of King County, Washington that certain
"Memorandum of Option -Unit 390" attached hereto as Exhibit "C".
5. License of Additional Parking Spaces within Garage Unit; Right to Purchase
Garage Unit. As part of the consideration for the parties' execution of this Agreement, at
the City Condo Units' Close of Escrow the parties shall execute that certain First Amendment
to Parking Garage Lease set forth as Exhibit "D" attached hereto, and shall execute and record in the public records of King County, Washington that certain "Memorandum of
Parking Garage Lease" attached hereto as Exhibit "E".
6. Notices. All notices, consents, approvals or demands required under this
Agreement shall be in writing and shall be deemed delivered when either: (a) deposited in
the United States mail, certified or registered, postage prepaid; (b) transmitted by telegraphic
or electronic means or by recognized courier service, with proof of service provided, or (c) delivered in person; in any event addressed to or delivered to the appropriate party at all
addresses for such party, as follows:
APP: Auburn Professional Plaza, LLC
clo Michael John Klein, Esq.
5743 Corsa Avenue, Suite 216
Westlake Village, California 91362
with concurrent copies to:
Auburn Professional Plaza, LLC
P.O. Box 1294
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Auburn, Washington 98071-1294 Attention: Jeffrey Oliphant, President
and to:
Anthony L. Rafel, Esq.
Rafel Law Group, PLLC
999 Third Avenue, Suite 1600
Seattle, Washington 98101
The City: City of Auburn
25 West Main Street
Auburn, Washington 98001-4998
Attention: Mayor
with concurrent copies to:
City of Auburn
25 West Main Street
Auburn, Washington 98001-4998
Attention: Director of Human Resources, Risk and Property
Management
and to:
City of Auburn
25 West Main Street
Auburn, Washington 98001-4998
Attention: City Attorney
or to such other and additional addresses as either party may from time to time designate for this purpose.
Miscellaneous.
(A) Ca tions. Captions of Sections and subsections of this Agreement are
for convenience only and shall not be considered in resolving any questions of interpretation or construction of any term, covenant or provision.
(B) Binding Effect. Each and all of the terms, covenants and conditions of
this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors in interest and assigns.
(C) Governing Law. This Agreement shall be governed and interpreted solely by the laws of the State of Washington. Venue for any action hereunder or relating
hereto shall solely be in King County, Washington.
(D) Time. Time is of the essence of this Agreement and of each and every
provision thereof.
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(E} Force Maieure. In the event that either party hereto shall be delayed or
hindered in or prevented from the performance of any act required hereunder by reason of
strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive
governmental laws or regulations, riots, insurrection, war or other reason of a like nature not
the fault of the party delayed in performing work or doing acts required under the terms of
this Agreement, then performance of such act shall be excused for the period of the delay
and the period for the performance of any such act shall be extended for a period equivalent
to the period of such delay. The insufficiency or the lack of funds, or the filing of or against a party under Title 11 of the United States Code shall not excuse or delay the timely
performance by such party of its covenants under this Agreement. The provisions of this
subsection shall not operate to excuse any party from the timely payment of sums required
by the terms of this Agreement.
(F} Written Agreement. This Agreement, and the concurrent and prior
written agreements between the parties to the extent not modified herein, contains the entire agreement of the parties. It is understood that there are no verbal agreements between the
parties hereto.
(G) Waiver of Jury Trial. The parties hereby waive the right to trial by jury.
Any dispute between Landlord and Tenant or in which they are joined as parties shall only be
submitted to a judge sitting without a jury.
(H} Non-Waiver. No covenant, term or condition of this Agreement (or
breach thereof} shall be deemed waived except if expressly waived in a written instrument
executed by the waiving party specifically reciting the covenant, term or condition (or breach
thereof) being waived, and any such waiver of such covenant, term, condition or breach,
shall not be deemed to be a waiver of any preceding or succeeding, covenant, term,
condition, or breach.
(I} Severability. If any one or more of the provisions of this Agreement, or the
applicability of any such provision to a specific situation, shall be held invalid or unenforceable,
such provision shall be modified to the extent necessary to make it or its application valid and
enforceable, and the validity and enforceability of all other provisions of this Agreement and all
other applications of any such provision shall not be affected thereby.
(J) Attorney's Fees. In connection with this Agreement and its performance, APP and the City shall each pay their own attorney's fees. In the event of any
default or other breach by a party to this Agreement, the prevailing party shall be entitled to
recover attorney's fees in any action or arbitration to enforce the provisions hereof. The term
"attorney's fees" as used herein and elsewhere in this Lease shall mean and include all
reasonable legal fees and charges, including appellate fees and charges, paralegal fees and
charges, court, filing, and process fees, marshal's and sheriffs fees and charges,
investigative fees and charges, and all other sums related thereto.
[This page ends here.]
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SEE EXHIBITS "A" THROUGH "E" ATTACHED HERETO
AND INCORPORATED HEREIN BY THIS REFERENCE.)
IN WITNESS WHEREOF, APP and the City have duly executed this Agreement
as of the day and yearfirst above written.
AUBURN PROFESSIONAL PLAZA, LLC
a Washington limited liability company
By: Oliphant Real Estate Services, Inc.
a Washington corporation
its manager and managing member
By:
Jeffrey Oliphant, President
STATE OF
COUNTY OF
On , 2010 before me,
,Notary Public, personally appeared Jeffrey Oliphant, personally known
to me to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and that by his
signature on the instrument the person(s), or the entity upon behalf of which he acted,
executed the instrument.
WITNESS my hand and official seal.
SIGNATURE OF NOTARY
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THE CITY OF AUBURN
a municipal corporation
By:
Peter Lewis, Mayor
Approved:
City Attorney
STATE OF WASHINGTON
COUNTY OF KING
On 2010 before me,
,Notary Public, personally appeared Peter Lewis, personally known to
me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the entity upon behalf of which the person acted, executed the instrument.
VIIITNESS my hand and official seal.
SIGNATURE OF NOTARY
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EXHIBIT "A"
TITLE EXCEPTIONS
1. Real estate taxes not yet due and payable as of the City Condo Units Close of
Escrow or the Unit 390 Close of Escrow, as applicable.
2 -xx [Insert exceptions from current title report.]
xx. Any easements or other conveyances hereafter granted to public or franchise utility
companies or similar companies as APP deems necessary or appropriate to fulfill its
obligations to the City and/or to other tenants under APP's agreements with such tenants so
long as the same could not reasonably be expected to have a material adverse impact on
the value, operation or use of the City Condo Units and the City has given prior written approval of the same, such approval not to be unreasonably withheld or delayed.
xx Any easements or other conveyances to be hereafter granted to any public authority for any purpose as are necessary or appropriate for APP to fulfill its obligations to the City
and/or to other tenants under APP's agreements with such tenants so long as the same
could not reasonably be expected to have a material adverse impact on the value, operation
or use of the City Condo Units and the City has given prior written approval of the same,
such approval not to be unreasonably withheld or delayed.
xx. Any easements or other vehicular and/or pedestrian access agreements to be
hereafter granted or made between APP and adjacent property owners so long as the same
could not reasonably be expected to have a material adverse impact on the value, operation
or use of the City Condo Units and the City has given prior written approval of the same, such approval not to be unreasonably withheld or delayed.
xx. The Condominium Declaration and Condominium Survey Map and Plans, as
approved by the parties.
[This Exhibit ends here.]
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EXHIBIT "B"
DEVELOPMENT RIGHTS AGREEMENT
AFTER RECORDING RETURN TO:
Auburn Professional Plaza, LLC c/o Michael John Klein, CPA
5743 Corsa Avenue, Suite 216
Westlake Village, CA 91362
DEVELOPMENT RIGHTS AGREEMENT
Grantor: CITY OF AUBURN
Grantee: AUBURN PROFESSIONAL PLAZA LLC,
a Washington limited liability company
Legal Description: BLOCK MAP OF L.W. BALLARD'S PARK
ADDITION TO SLAUGHTER, ACCORDING TO THE
PLAT THEREOF RECORDED IN VOLUME 3 OF
PLATS, PAGE 91, RECORDS OF KING COUNTY,
WASHINGTON; TOGETHER WITH THE VACATED
WEST 10 FEET OF SILVER STREET (NOW "A"
STREET NORTHWEST) ADJOINING.
Assessor's Tax Parcel ID 0492000460, 0492000461, 049200463
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DEVELOPMENT RIGHTS AGREEMENT
THIS DEVELOPMENT RIGHTS AGREEMENT (this "Agreement"} is entered into as of
2010, by and between THE CITY OF AUBURN, a code the City of
the state of Washington ("Grantor"), and AUBURN PROFESSIONAL PLAZA LLC, a
Washington limited liability company ("Grantee"), with reference to the following facts:
RECITALS
A. Concurrent with the recordation hereof, Grantor acquired from Grantee fee simple title
to that certain real property situated in the City of Auburn, King County, Washington, legally
described as Block Map of L.W. Ballard's Park Addition to Slaughter, According to the Plat
Thereof recorded In Volume 3 of Plats, Page 91, records of King County, Washington; together
with the vacated West 10 feet of Silver Street (now "A" Street NW) adjoining and is known by
the King County Tax Assessor as Assessor's Parcel nos. 0492000460, 0492000461 and
049200463 (the "Mel's Property").
B. The Mel's Property is improved with, among other things, a surface parking lot (the
"Parking Lot"} containing one hundred twenty (120} parking spaces (the "Parking Spaces").
C. Grantee conveyed the Mel's Property to Grantor upon the understanding that Grantor
would grant Grantee the rights hereinafter set forth, and Grantor purchased the Mel's Property
upon the understanding that Grantee would receive the rights herein set forth.
NOW, THEREFORE, in consideration of the covenants and promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Grantor and Grantee agree as follows:
1 Development of the Mel's Property. Grantor hereby grants to Grantee the exclusive right to develop the Mel's Property in any manner that Grantee shall determine in
its sole judgment, subject to: (a) the provisions of this Agreement; and (b) compliance with all
applicable governmental codes, laws, and regulations. In connection with any such
development of the Mel's Property, Grantee shall, except as otherwise provided hereinafter,
at its expense, relocate the Parking Spaces within any development on the Mel's Property.
Upon Grantee's election to develop the Mel's Property, Grantor, in its capacity as property
owner, shall reasonably assist Grantee in signing or consenting to all necessary or appropriate applications, submittals and related documents. Provided, that nothing in this
Agreement shall obligate Grantor to exercise any of its regulatory powers in favor of Grantee,
and Grantee is not relieved of its obligations to obtain any necessary permits. Further, upon
Grantee's delivery to Grantor of reasonable evidence indicating: (i} governmental permits for
the construction of the development have been issued or are ready to issue; (ii) a source of
funds to pay for the proposed development; and (iii) the design and access to the proposed
new location for the Parking Spaces, Grantor shall convey fee simple title to the Mel's Property to Grantee. Grantee shall pay the real estate transfer excise tax ["excise tax"] (if
any}, recording and escrow fees and the title insurance premium. Grantor shall surrender
possession of the Mel's Property in accordance with the terms of this Agreement. Grantor
and the Grantee shall execute an amendment to this Agreement showing the location of the
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Parking Spaces on the new Parking Plan, and once the replacement Parking Spaces have been completed, the parties shall cause the formation of a condominium to own the Mel's
Property, and Grantee shall convey to Grantor a condominium unit comprised of said
Parking Spaces and containing such terms and provisions pertaining to operating expenses,
management, insurance and indemnity comparable to those set forth herein. Further,
Grantor and/or Grantee, as applicable, as members of the owners association of One Main
Professional Plaza, a Condominium shall also execute and record amendments to the
Condominium Documents of One Main Professional Plaza necessary to show the relocated
Parking Spaces that are associated with said Condominium. Unless otherwise agreed by the Grantor, Grantee shall provide the same number of temporary substitute parking spaces
for use by Grantor during the development of the Mel's Property until the relocated Parking
Spaces on the Mel's Property are available for use.
2. Substitution of Mel's Property. Grantee reserves the right to substitute the Mel's
Property and the Parking Spaces with other property providing the same number of Parking
Spaces (120 including not less than five disabled-accessible parking spaces} within one thousand (1,000) feet of the Auburn Professional Plaza (the "Substituted Property"). Upon
Grantee's election to substitute the Mel's Property and the Parking Spaces with the Substituted
Property, Grantor shall reasonably assist Grantee in signing or consenting to all necessary or
appropriate applications, submittals and related documents. Further, upon Grantee's
delivery to Grantor of reasonable evidence indicating: (i) governmental permits for the
construction of the development have been issued or are ready to issue; (ii) a source of
funds to pay for the proposed development; and (iii} the design and access to the Substituted Property, Grantor shall convey fee simple title to the Mel's Property to Grantee. Grantee
shall pay the real estate transfer excise tax ["excise tax"] (if any}, recording and escrow fees
and the title insurance premium. Grantor shall surrender possession of the Mel's Property in
accordance with the terms of this Agreement. Grantor and the Grantee shall execute an
amendment to this Agreement showing the location of the Parking Spaces on the Substituted
Property and once the replacement Parking Spaces have been completed thereon, the
parties shall cause the formation of a condominium to own the Substituted Property, and, Grantee shall convey to Grantor a condominium unit comprised of said Parking Spaces on
the Substituted Property and containing such terms and provisions pertaining to operating
expenses, management, insurance and indemnity comparable to those set forth herein.
Further, Grantor and/or Grantee, as applicable, and the owners association of One Main
Professional Plaza, a Condominium shall also execute and record amendments to the
Condominium Documents of One Main Professional Plaza necessary to show the relocated
Parking Spaces on the Substituted Property that are associated with said Condominium.
Unless otherwise agreed by the Grantor, Grantee shall provide the same number of temporary substitute parking spaces for use by Grantor during the development of the Mel's
Property until the relocated Parking Spaces on the Substituted Property are available for
use.
3. No Development by the City. During the term hereof, the City shall not
develop the Mel's Property, or change its use from a surface parking lot containing 120
Parking Spaces.
4. Restricted Access System. Grantor or Grantee may implement an access card,
sticker or other identification or entrance system for access to the Parking Spaces on the Mel's
Property or the Substituted Property, as applicable; provided (i) such access system does not
restrict continuous access to the Parking Spaces by the Grantor; and (ii) if applicable, Grantee
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promptly provides Grantor with sufficient parking identification, key-cards or other access devices (including temporary passes and replacements for lost or stolen identification, cards
or
devices) necessary for such continuous access. Grantor or Grantee may impose a reasonable
charge for providing such identification, cards or devices, provided such charge does not
exceed the actual out-of pocket administrative and replacement cost incurred in obtaining or
otherwise producing such identification, cards or devices.
5. Other Easements. Grantor shall have the right to grant other persons easement rights in, on, under or across the Mel's Property so long as such easement rights do not interfere with
the easements and rights granted Grantee under this Agreement.
6. Development of the Mel's Property, Temporary Parking Spaces or Substituted
Pro ert . In the event Grantee develops the Mel's Property under Section 1 or provides
Substituted Property under Section 2 and there are more parking spaces in the development on
the Mel's Property or on the Substituted Property than the 120 parking spaces required to be provided to the Grantor under this Agreement, the term "Parking Lot" shall mean the parking
garage or facility in such development or on such property. Grantee shall reasonably determine
the portion of the Operating Expenses allocable to the parking garage orfacility and the Grantor
and Grantee shall share of such costs based upon the number of the Parking Spaces allocated
to each of Grantor and Grantee on the Mel's Property or on the Substituted Property.
(a) "Operating Expenses" means all costs and expenses incurred in connection with: (i) all utility services provided to the Parking Lot; (ii) all permits, licenses and certificates
necessary to operate, manage, maintain and repair the Parking Lot; (iii) all Insurance Costs (as
defined hereinafter); (iv} the purchase or rental of supplies, tools, equipment and materials to
the extent they are used in connection with the use, operation, maintenance, repair or
restoration of the Parking Lot; (v) expenses incurred in order to comply with any laws,
regulations or governmental requirements of any kind; (vi} wages, salaries and other
compensation and benefits for all persons, to the extent (but only to the extent} they were engaged in connection with the operation, maintenance, repair, or restoration of, and providing
security services for, the Parking Lot, including employer's Social Security taxes, unemployment
taxes or insurance, and any other taxes which may be levied on such wages, salaries,
compensation and benefits; (vii} all Property Taxes (as defined hereinafter); (viii) all operating
costs of the Parking Lot and all systems and equipment servicing the Parking Lot and
component services, including, but not limited to, janitorial service, security, trash removal,
cleaning, management, maintenance, repair and replacement of lighting, gates, fences, barriers, signs, walkways, driveways, curbs, security and access equipment, devices, and
systems, and drainage facilities; (ix) resurfacing, repair, repaving and re-striping of the Parking
Lot and the surrounding areas and sidewalks providing access thereto; (x) removal of ice and
snow from the Parking Lot and entrances and exits thereto; and (xi) any service or maintenance
contracts related to the operation, maintenance, repair, or restoration of the Parking Lot.
(b) "Property Taxes" means all federal, state, county or local governmental or municipal taxes, assessments, levies, fees, charges or other impositions of every kind and
nature levied against the Parking Lot including, without limitation, real and personal property
taxes, general and special assessments, transit taxes, water and sewer rent or other similar
taxes, fees or changes in taxes assessed in lieu of any of the foregoing. Notwithstanding
anything herein to the contrary, in the event the Property Taxes for Parking Spaces are
separately assessed against Grantor, and remainder of the Mel's Property or the Substituted
Property is separately assessed, then Property Taxes shall not be part of Operating Expenses that are to be paid proportionately. Grantor and Grantee each agree to cooperate with the
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other, including attending meetings with the tax assessor, to facilitate such separate assessment or an accurate billing and calculation of Property Taxes as contemplated by this
Agreement.
(c) "Insurance Costs" means all property and liability insurance premiums with
respect to the Parking Lot required to be carried by Grantor under Sections 6.1 and 6.2 below,
including any deductibles incurred in connection with any covered loss.
Insurance and Indemnification.
7.1 Property Insurance. Prior to any exercise of Grantee's rights herein, Grantor
shall maintain such property insurance on the Mel's Property as it shall determine in its
reasonable judgment. In the event the Mel's Property is developed with a parking garage or
Grantee provides Substitute Property in which the Parking Spaces are in a garage (the "Garage"), Grantee shall maintain or cause to be maintained, subject to such reasonable
deductibles as Grantee may determine, property insurance on the Garage in an amount not
less than 100% of the full replacement cost of such improvements, without deduction for
depreciation, including the cost of debris removal, insuring against loss or damage by fire and
such other risks as may be covered from time to time by a "Causes of Loss-Special Form"
policy or its equivalent and such other insurable hazards and containing such additional
coverages and endorsements as Grantor, Grantee or their respective lenders may request from time to time. The property insurance m~a ~ cover loss due to earthquake, earth movement
and/or flood, as determined by Grantee. Grantee may maintain such property insurance in
whole or in part under blanket policies. The cost of such property insurance, including any
deductibles paid and any earthquake, earth movement and/or flood insurance premiums, shall
be included as part of the Operating Expenses; provided the cost of any additional coverages
and endorsements requested by Grantor shall not be part of Operating Expenses, but paid
solely by Grantor.
7.2 Commercial Liability Insurance. Prior to any exercise of Grantee's rights
herein, Grantor shall maintain such commercial liability insurance on the Mel's Property as it
shall determine in its reasonable judgment. In the event the Mel's Property is developed with
the Garage, Grantor and the Grantee shall at all times, at its sole cost and expense, keep in
full force and effect a policy of commercial general liability insurance insuring against claims
or liability arising out of the use or maintenance of the Garage in an amount which is not less than Two Million Dollars ($2,000,000.00) per occurrence, covering bodily injury to persons,
including death, and damage to property, and including automobile liability coverage and
contractual liability endorsement; shall insure the hazards of the insured party's operations
thereon, including the acts of its independent contractors; and shall name the other party to
this Agreement as an "additional insured." Notwithstanding the foregoing, if a party hereto is
the City of Auburn, (the "Governmental Owner") the insurance may be completely met by the
Governmental Party's membership in the Vllashington Cities Insurance Authority ("U11CIA"), a municipal insurance pool. So long as the Governmental Owner is providing the insurance
required hereunder through the WCIA, the Governmental Owner will not be required to
provide policies or certificates of insurance, and will not be required to name Grantee or any
other party or person as an "additional insured", "additional named insured", "named
insured," "loss payee," or any similar designation. The Governmental Owner shall, upon the
Grantor's request therefor, provide reasonable evidence of the Governmental Owner's
continued participation from time to time thereafter in the VIICIA.
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City-APPAgreement. doc
7.3 Waiver of Claims; Subrogation. The parties, in the exercise of their commercial business judgment, acknowledge that the use of insurance is the best way to
protect against the risk of loss to their respective properties and economic interests.
Accordingly, (a) Grantor hereby waives its right of recovery, claims, actions or causes of action
against the Grantee for loss or damage to the Mel's Property, the Parking Lot, the Garage, the
Substituted Property, or any personal property therein of Grantor and its officers, employees,
and agents (collectively, the "Grantor Parties"} to the extent of any insurance proceeds paid to
the party suffering the loss and any additional insurance proceeds that would have been paid to the party suffering the loss had the insurance required under this Agreement been carried
by
such party; and (b} Grantee hereby waive their rights of recovery, claims, actions or causes of
action against the Grantor for loss or damage to the Mel's Property, the Parking Lot, the
Garage, the Substituted Property, or any personal property therein of Grantee and its officers
employees and agents ("Grantee Parties") to the extent of any insurance proceeds paid to the
party suffering the loss and any additional insurance proceeds that would have been paid to the
party suffering the loss had the party obtained the same insurance coverage required under this Agreement had been carried. Each party shall cause any insurance policy obtained by it
(including the insurance required under this Article 6) to provide that the insurance company
waives all right to recover by way of subrogation against the other.
7.4 Indemnification. Subject to the waiver of claims under Section 6.3 above, (a}
Grantor agrees to defend, indemnify and hold harmless Grantee from and against all claims,
demands, losses, liabilities, damages, actions, proceedings, expenses and costs (including reasonable attorneys' fees and costs of suit) of any nature whatsoever brought by third parties
and arising out of or resulting from the Grantor's use of the Parking Lot, the Garage, the
Substituted Property, or from any other activity, work, or thing done, permitted or suffered by the
Grantor in, on or about the Parking Lot, the Garage, or the Substituted Property; and (b)
Grantee agrees to defend, indemnify and hold harmless Grantor from and against all claims,
demands, losses, liabilities, damages, actions, proceedings, expenses and costs (including
reasonable attorneys' fees and costs of suit) of any nature whatsoever brought by third parties and arising out of or resulting from the Grantee's use of the Parking Lot, the Garage,
the
Substituted Property, or from any other activity, work, or thing done, permitted or suffered by the
Grantee in, on or about the Parking Lot, the Garage, or the Substituted Property. In the event of
concurrent negligence, the indemnifying party shall only be liable for that portion of liability
related to the percentage of its respective negligence or misconduct.
8. Arbitration. In the event of any dispute between Grantor and Grantee which cannot be resolved, such dispute shall be determined by arbitration in King County,
Washington, under the American Arbitration Association ~"AAA") Commercial
Arbitration Rules with Expedited Procedures in effect on the date hereof, as modified
by this Agreement. There shall be one arbitrator selected by each party within seven
days of the arbitration demand and a third arbitrator mutually agreed upon by the
parties, or, if the parties fail to designate the arbitrator within such time period, then
an arbitrator shall be appointed in accordance with the procedures set forth in the applicable AAA rules. Any issue aboutwhether a claim must be arbitrated pursuant to
this provision shall be determined by the arbitrator. At the request of either party
made not later than 75 days after the arbitration demand, the parties agree to submit
the dispute to nonbinding mediation which shall not delay the arbitration hearing date.
There shall be no substantive motions or discovery, except the arbitrator shall
authorize such discovery as may be necessary to ensure a fair hearing, which shall be
held within 120 days of the demand and concluded within two days. These time limits
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City-APPAgreement. doc
are not jurisdictional. The arbitrator shall apply substantive law and may award injunctive relief or any other remedy available from a judge including attorney's fees
and costs to the prevailing party, but the arbitrator shall not have the power to award
punitive damages.
9. Term. If not exercised prior thereto, the rights herein granted to Grantee shall
expire exactly ten (10) years from the date this Agreement is recorded in the public records of
King County, Washington. The parties may hereafter agree to extend the term of this
Agreement; any such extension shall be in a writing executed by the Grantorand Grantee.
10. Notices. All notices, consents, approvals or demands required under this
Agreement shall be in writing and shall be deemed delivered when either: (a) deposited in
the United States mail, certified or registered, postage prepaid; (b) transmitted by telegraphic
or electronic means or by recognized courier service, with proof of service provided, or (c)
delivered in person; in any event addressed to or delivered to the appropriate party at all
addresses for such party, as follows:
APP: Auburn Professional Plaza, LLC
clo Michael John Klein, Esq.
5743 Corsa Avenue, Suite 216
Westlake Village, California 91362
with concurrent copies to:
Auburn Professional Plaza, LLC
P.O. Box 1294
Auburn, Washington 98071-1294
Attention: Jeffrey Oliphant, President
and to:
Anthony L. Rafel, Esq. Rafel Law Group, PLLC
999 Third Avenue, Suite 1600
Seattle, Washington 98101
The City: City of Auburn
25 West Main Street
Auburn, Washington 98001-4998 Attention: Mayor
with concurrent copies to:
City of Auburn
25 West Main Street
Auburn, Washington 98001-4998 Attention: Director of Human Resources/Risk
and Property Management
and to:
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City-APPAgreement. doc
City of Auburn
25 U11est Main Street
Auburn, U1lashington 98001-4998
Attention: City Attorney
or to such other and additional addresses as either party may from time to time designate for
this purpose.
11. Other Provisions.
11.1 Runs with the Land; Assignment. The covenants, conditions, restrictions and
rights set forth herein shall run with the Mel's Property and, if applicable, the Substituted
Property, and shall, subject to the terms and limitations set forth in Section 11.2 below, benefit
and be binding upon Grantor and Grantee and their respective successors and assigns. The rights herein granted to APP are freely assignable by APP, upon recordation of such
assignment in the public records of King County, Vllashington. Notwithstanding anything herein
to the contrary, no rights in, to or for the general public are created hereby.
11.2 Subordination of Mortgages. Any mortgage, deed of trust, or other security
instrument (a "Mortgage"} now or hereafter placed upon the Mel's Property, or any portion
thereof, or otherwise including the Mel's Property, including any amendments, replacements, renewals and extensions thereof, shall be subject to and subordinate to this Agreement, as
the
same may be amended from time to time.
11.3 Estoppel Certificates. Within fifteen (15) days of a written request of a party,
the other party shall execute, acknowledge and deliver to the requesting party or its designee a
written statement confirming the status of such matters under this Agreement as are set forth in such written request from the requesting party. It is intended that such statements may
be
relied upon by lenders providing financing or proposed tenants, purchasers or assignees of
such requesting party's property. If the recipient party shall fail to respond within thirty (30) days
of receipt of such written request as provided herein, the recipient party shall be deemed to
have admitted the accuracy of any information supplied by the requesting party to a prospective
lender, tenant, purchaser or assignee and that there are no uncured defaults in the requesting
party's performance.
11.4 Construction. This Agreement and the grants of rights herein shall not be
strictly construed but shall be given a reasonable construction so that the intention of Grantee to
obtain long term and commercially usable enjoyment of the development rights herein granted
is carried out.
11.5 Attorneys' Fees. In connection with this Agreement and its performance, APP and the City shall each pay their own attorney's fees. In the event of any default or
other breach by a party to this Agreement, the prevailing party shall be entitled to recover
attorney's fees in the any action or arbitration to enforce the provisions hereof. The term
"attorney's fees" as used herein and elsewhere in this Lease shall mean and include all
reasonable legal fees and charges, including appellate fees and charges, paralegal fees and
charges, court, filing, and process fees, marshal's and sheriffs fees and charges,
investigative fees and charges, and all other sums related thereto.
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City-APPAgreement. doc
11.6 Force Ma~eure. Notwithstanding anything contained in this Agreement to the
contrary, any delay in the performance of any obligation under thisAgreement shall be excused,
if and so long as the performance of the obligation is prevented, delayed or otherwise hindered
by acts of God, fire, earthquake, flood, explosion, actions of the elements, war, riots, mob
violence, inability to procure labor, equipment, facilities, materials or supplies in the open
market, failure of transportation, strikes, lockouts, actions of labor unions, condemnation, court
orders, operation of laws, orders of governmental or military authorities or any other causes, whether similar or dissimilarto the foregoing, not within the control of such party (other
than lack
or inability to procure money to fulfill its commitments and obligations underthisAgreement).
11.7 Severability. If any one or more of the provisions of this Agreement, or the
applicability of any such provision to a specific situation, shall be held invalid or unenforceable,
such provision shall be modified to the extent necessary to make it or its application valid and
enforceable, and the validity and enforceability of all other provisions of this Agreement and all other applications of any such provision shall not be affected thereby.
11.8 Governing Law. This Lease shall be governed and interpreted solely by the
laws of the State of Washington. Venue for any action hereunder or relating hereto shall
solely be in King County, Washington.
11.9 Ca tions. Captions of Sections and subsections of this Agreement are for convenience only and shall not be considered in resolving any questions of interpretation or
construction of any term, covenant or provision.
11.10 Time. Time is of the essence of this Agreement and of each and every
provision thereof.
11.11 Written Agreement. This Agreement, together with prior and concurrent
written agreements to the extent not modified herein, contains the entire agreement of the parties. It is understood that there are no verbal agreements between the parties hereto.
11.12 Non-Waiver. No covenant, term or condition of this Agreement (or
breach thereof} shall be deemed waived except if expressly waived in a written instrument
executed by the waiving party specifically reciting the covenant, term or condition (or breach
thereof being waived, and any such waiver of such covenant, term, condition or breach,
shall not be deemed to be a waiver of any preceding or succeeding, covenant, term, condition, or breach.
[This page ends here.]
17
City-APPAgreement. doc
IN WITNESS WHEREOF, APP and the City have duly executed this Agreement
as of the day and yearfirst above written.
AUBURN PROFESSIONAL PLAZA, LLC
a Washington limited liability company
By: Oliphant Real Estate Services, Inc.
a Washington corporation
its manager and managing member
By:
Jeffrey Oliphant, President
STATE OF
COUNTY OF
On , 2010 before me,
,Notary Public, personally appeared Jeffrey Oliphant, personally known
to me to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and that by his
signature on the instrument the person(s), or the entity upon behalf of which he acted,
executed the instrument.
WITNESS my hand and official seal.
SIGNATURE OF NOTARY
18
City-APPAgreement. doc
THE CITY OF AUBURN
a municipal corporation
By:
Peter Lewis, Mayor
Approved:
City Attorney
STATE OF WASHINGTON
COUNTY OF KING
On 2010 before me,
,Notary Public, personally appeared Peter Lewis, personally known to
me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the entity upon behalf of which the person acted, executed the instrument.
VIIITNESS my hand and official seal.
SIGNATURE OF NOTARY
19
City-APPAgreement. do c
EXHIBIT "C"
MEMORANDUM OF OPTION TO PURCHASE
AFTER RECORDING RETURN TO:
Auburn Professional Plaza, LLC
c/o Michael John Klein, CPA
5743 Corsa Avenue, Suite 216
Westlake Village, CA 91362
Document Title: MEMORANDUM OF OPTION TO PURCHASE
Grantor: CITY OF AUBURN
Grantees: AUBURN PROFESSIONAL PLAZA, LLC
Abbreviated Legal [REVISE]
Description: Lots 5-7 Blk. O, L.W. Ballard's Park. Add. Vol. 3, pg. 91;
Lots 1-4 Blk. O, 1St Add. to Town of Slaughter, Vol. 2, pg. 84
(Full legal description on Exhibit A attached hereto)
Assessor's Tax [REVISE]
Parcel Numbers: 049200-0595; 049200-0605; 781620-0030; 781620-0035
781620-0025; 781620-0020; 781620-0015; 781620-0010;
781620-0005
Reference Number of None
Related Documents:
20
City-APPAgreement. doc
MEMORANDUM OF OPTION TO PURCHASE
AUBURN PROFESSIONAL PLAZA, LLC, a Washington limited liability company
("APP") and THE CITY OF AUBURN, a code city of the state of Washington ("the City")
entered into an agreement dated , 2010, ("the Agreement"),
which provides among other things, that for and in consideration of the covenants and
performance therein set forth and upon the terms, conditions, covenants and provisions set
forth in length therein:
1. Pursuant to the Agreement, APP agreed to sell, and the City agreed to purchase
certain property in that certain Condominium Project known as Auburn Professional
Plaza, a Condominium, as recorded under the certain Condominium Map in the official
records of King County, Washington under recording no.
(the "APP Condominium"). Included as part of the property sold to and purchased by
the City is that property legally described as Unit 390 of the APP Condominium ("Unit 390").
2. Pursuant to the Agreement, the City granted APP the right to repurchase Unit 390.
Said right of repurchase must be completed within two (2) years after the date of
recordation of this Memorandum of Option of Purchase.
3. The Agreement sets forth the price, terms, and other conditions concerning the rights herein referenced.
4. The herein referenced Agreement is made upon the terms, conditions, covenants and
provisions set forth at length therein, each and all of which terms, conditions, covenants
and provisions are hereby incorporated herein with the same force and effect as if set
out at length herein. To the extent the provisions of this Memorandum of Option to
Purchase conflict with the provisions of the Agreement, the provisions of the Agreement shall prevail and control.
[This page ends here.]
21
City-APPAgreement. doc
IN WITNESS WHEREOF, APP and the City have duly executed this
Memorandum of Lease as of the day and yearfirst above written.
AUBURN PROFESSIONAL PLAZA, LLC,
a Washington limited liability company
By: Oliphant Real Estate Services, Inc. a Washington corporation
its manager and managing member
By:
Jeffrey Oliphant, President
STATE OF
COUNTY OF
On 2010 before me,
,Notary Public, personally appeared Jeffrey Oliphant, personally
known to me to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person(s), or the entity upon behalf of which he acted,
executed the instrument.
WITNESS my hand and official seal.
SIGNATURE OF NOTARY
22
City-APPAgreement. doc
THE CITY OF AUBURN
a municipal corporation
By:
Peter Lewis, Mayor
Approved:
City Attorney
STATE OF WASHINGTON
COUNTY OF KING
On 2010 before me,
,Notary Public, personally appeared Peter Lewis, personally known to me to
be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the entity upon behalf of which the person acted, executed the instrument.
VIIITNESS my hand and official seal.
SIGNATURE OF NOTARY
23
City-APPAgreement. do c
EXHIBIT "D"
FIRST AMENDMENT TO
PARKING GARAGE LEASE AGREEMENT
THIS FIRST AMENDMENT TO PARKING GARAGE LEASE AGREEMENT (this
"First Amendment') is entered into as of the by and between City of Auburn, a Washington municipal corporation (hereafter referred to as
"Landlord") and Auburn Professional Plaza, LLC, a Washington limited liability company
(hereafter referred to as "Tenant'), and is in reference to the following:
A. Landlord and Tenant entered into that certain Parking Garage Lease Agreement
dated as of December 15, 2008 ("Parking Garage Lease") concerning portions of the Parking
Facility therein described.
B. As required by and in consideration of the covenants and required performance
under that certain City-APP Agreement between the parties dated
2010 (the "City-APP Agreement') ,the parties desire to amend the Parking Garage Lease.
Now, therefore, for valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Unless otherwise defined herein, all capitalized terms herein shall be as defined in
the Parking Garage Lease.
2. Reference is made to Article 1 of the Parking Garage Lease. The Commencement
Date was January 2010 and the last day of the Primary Term (Expiration Date) shall be
January 31, 2025. Tenants rights to the Options Terms shall remain in effect.
3. Section 1.1(a) is amended by adding a provision at the end of that section as follows:
"Primary Parking" shall mean a total of sixty-six (66) Parking Stalls. "Secondary
Parking" shall mean a total of seventy-nine (79) Parking Stalls.
4. Section 1.1(b) is amended in its entirety and shall hereafter provide as follows:
(b) TERM:
i. For the Primary Parking:
(w) an initial term of 15 years beginning on January 2010 and
expiring on January 31, 2025 ("Primary Parking Initial Term"). (x) four (4) Option Terms of ten (10) years each ("Primary
Parking Option Terms").
24
City-APPAgreement. doc
(y} The Primary Parking Initial Term and the Primary Parking Option Terms are collectively referred to as the "Primary
Parking Term".
(z} The defined phrase "Primary Term" in the Parking Garage
Lease shall have the same meaning as Primary Parking Initial
Term
ii. For the Secondary Parking:
(x} an initial term of approximately 4 years and 9 months,
beginning on May 1, 2010 and ending April 30, 2015
("Secondary Parking Initial Term".
(y} one (1) Option Term of five (5) years ("Secondary Parking
Option Term").
(z} The Secondary Parking Initial Term and the Secondary
Parking Option Term are collectively referred to as the "Secondary Parking Term".
5. Sections 1.1(e) and 3.1 are amended as follows:
(a) For Primary Parking, Tenant agrees to pay as follows:
i. for 16 Parking Stalls, $0 for rent, plus a proportionate share of Additional Rent and/or Operating Costs, plus Leasehold Excise Tax based on the per-
Parking stall Rent due on the other Primary Parking Stalls.
ii. for the remaining 50 Parking Stalls, as set forth in section 1 and 3 of the
Parking Garage Lease.
(b) For Secondary Parking, Tenant agrees to pay as follows:
i. for the Secondary Parking Initial Term, $45 per Parking Stall per Month,
plus Additional Rent and/or Operating Costs, plus Leasehold Excise tax;
ii. forthe Secondary Parking Option Term, the "fair market rental value" not to
exceed the then-current rent for the Primary Parking, plus Additional Rent
and/or Operating Costs, plus Leasehold Excise Tax. Fair market rental value
shall be determined in accordance with section 3.2 of the Parking Garage Lease.
6. Section 5.8 of the Parking Garage Lease is hereby deleted.
The Parking Garage Lease shall remain in full force and effect and, except as set
forth herein, shall be unmodified.
[This page ends here.]
25
City-APPAgreement. doc
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this First Amendment
as of the day and yearfirst above written.
AUBURN PROFESSIONAL PLAZA, LLC,
a Washington limited liability company
By: Oliphant Real Estate Services, Inc. a Washington corporation
its manager and managing member
By:
Jeffrey Oliphant, President
STATE OF
COUNTY OF
On 2010 before me,
,Notary Public, personally appeared Jeffrey Oliphant, personally
known to me to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person(s), or the entity upon behalf of which he acted,
executed the instrument.
WITNESS my hand and official seal.
SIGNATURE OF NOTARY
26
City-APPAgreement. doc
THE CITY OF AUBURN
a municipal corporation
By:
Peter Lewis, Mayor
Approved:
City Attorney
STATE OF WASHINGTON
COUNTY OF KING
On 2010 before me,
,Notary Public, personally appeared Peter Lewis, personally known to me to
be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the entity upon behalf of which the person acted, executed the instrument.
VIIITNESS my hand and official seal.
SIGNATURE OF NOTARY
27
City-APPAgreement. do c
EXHIBIT "E"
MEMORANDUM OF PARKING GARAGE LEASE
AFTER RECORDING RETURN TO:
Auburn Professional Plaza, LLC
c/o Michael John Klein, CPA
5743 Corsa Avenue, Suite 216 Westlake Village, CA 91362
Document Title: MEMORANDUM OF PARKING GARAGE LEASE
Grantor: CITY OF AUBURN
Grantees: AUBURN PROFESSIONAL PLAZA, LLC
Abbreviated Legal [INSERT]
Description:
(Full legal description on Exhibit A attached hereto)
Assessor's Tax [INSERT]
Parcel Numbers:
Reference Number of None
Related Documents:
28
City-APPAgreement. doc
MEMORANDUM OF PARKING GARAGE LEASE
AUBURN PROFESSIONAL PLAZA, LLC, a Washington limited liability company
("Tenant") and THE CITY OF AUBURN, a code city of the state of Washington ("the
Landlord") entered into that certain Parking Garage Lease dated December 15, 2008, and
that certain First Amendment to Parking Garage Lease, dated ,
2010 (together the "Parking Garage Agreement"), which provides among other things, that
for and in consideration of the covenants and performance therein set forth and upon the terms, conditions, covenants and provisions set forth in length therein:
1. Landlord leases to Tenant and Tenant hires from Landlord the Parking Stalls described
in the Parking Garage Agreement for a period commencing upon January 2010 and
expiring January 31, 2025. Under the Parking Garage Agreement, Landlord granted to
Tenant four (4) options to extend the term of the Parking Garage Agreement for ten
(10) years each.
2. The Parking Stalls leased by Landlord to Tenant is a portion of a Parking Garage
Condominium Unit located on the real property located in the City of Auburn, County of
King, Washington, legally described on Exhibit A attached hereto (the "Parking
Garage"}.
3. The herein referenced Parking Garage Agreement is made upon the terms, conditions, covenants and provisions set forth at length therein, each and all of which terms,
conditions, covenants and provisions are hereby incorporated herein with the same
force and effect as if set out at length herein. To the extent the provisions of this
Memorandum of Parking Garage Lease conflict with the provisions of the Parking
Garage Agreement, the provisions of the Parking Garage Agreement shall prevail and
control.
[This page ends here.]
29
City-APPAgreement. doc
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
Memorandum of Lease as of the day and yearfirst above written.
AUBURN PROFESSIONAL PLAZA, LLC,
a Washington limited liability company
By: Oliphant Real Estate Services, Inc. a Washington corporation
its manager and managing member
By:
Jeffrey Oliphant, President
STATE OF
COUNTY OF
On 2010 before me,
,Notary Public, personally appeared Jeffrey Oliphant, personally
known to me to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person(s), or the entity upon behalf of which he acted,
executed the instrument.
WITNESS my hand and official seal.
SIGNATURE OF NOTARY
30
City-APPAgreement. doc
THE CITY OF AUBURN
a municipal corporation
By:
Peter Lewis, Mayor
Approved:
City Attorney
STATE OF WASHINGTON
COUNTY OF KING
On 2010 before me,
,Notary Public, personally appeared Peter Lewis, personally known to me to
be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the entity upon behalf of which the person acted, executed the instrument.
VIIITNESS my hand and official seal.
SIGNATURE OF NOTARY
31
City-APPAgreement. doc
EXHIBIT "A"
TO MEMORANDUM OF PARKING GARAGE LEASE
LEGAL DESCRIPTION
[to follow]
32
