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4711
RESOLUTION NO: 4 7 1 1 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO NEGOTIATE-AND EXECUTE AN AGREEMENT WITH THE BANK OF WASHINGTON FOR THE PURCHASE OF TEN FEET OF RIGHT OF WAY ALONG SOUTH DIVISION STREET BETWEEN WEST MAIN STREET AND FIRST STREET SOUTHWEST, AND A LEASE FOR PARKING ON THE BANK'S PROPERTY ADJACENT THERETO WHEREAS, the Bank of Washington (hereinafter the "Bank") owns property along South Division Street befinreen West Main Street and First Street SW; and WHEREAS, the City, is.engaged in development ofi the right-of-way along South Division Street as a part of its Promenade project; and WHEREAS, the Cify desired to acquire an additional ten feet of right-of-way along South Division Street adjacent to the Bank's property; and WHERAS, the City has negotiated foundational terms for the purchase of the ten feet of right-of-way, including a lease of the remainder of the Bank's property at that location for parking; and WHEREAS, it is advantageous for the City to have the Mayor negotiate and execute a final, formal agreement with the Bank for the purchase of the ten feet of right of way along South Division Street between West Main Street and First Street Southwest, and a lease for parking adjacent thereto. NOW, THEREFORE; THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Resolution No. 4711 May 10, 2011 Page 1 of 2 Section 1. The Mayor is hereby authorized to negotiate and execute a final agreement with the Bank of Washingfon for the pu:rchase of the ten feet of right of way along South Division Street between West Main Street and First Street Southwest, and a final lease agreement with the Bank for parking adjacent thereto , conformity with the term sheet attached hereto, marked as Exhibit "A" and incorporated herein by this reference. Sec4ion 2. That the Mayor is authorized to implement such other administrative procedures as may be necessary to carry out the directives of this legislation. Section 3. That this Resolution shall take effect and be in full force upon passage and signatures hereon. Dated and Signed this day of ynd . , 2011. CI UR ~ PETER B. LEWIS ATTEST: MAYOR Da elle E. Daskam, City Clerk APP VE AS TO FORM: niel-B. ,d, City Attorney Resolution No. 4711 May 10, 2011 ` Rage 2 of 2 EXHIBIT A TERMS FOR CONTRACT FOR PURCHASE AND SALE & PARKING LEASE . Purchaser: City of Auburn (hereinafter the City) Seller: The Bank of Washington (hereinafter the Bank) Property to be Purchased: Legal Description: THE MOST EASTERLY TEN (10) FEET OF THE FOLLOWING DESCRIBED PARCEL: LOT 8, BLOCK 2, TOWN OF SLAUGHTER, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 2 OF PLATS, AT PAGE 56, RECORDS OF KING COUNTY, WASHINGTON, TOGETHER WITH THAT PORTIONOF THE VACATED ALLEY OF SAID BLOCK 2 AS WOULD ATTACH BY OPERATIONOF LAW, PURSUANT TO ORDINANCE NO. 6193 OF THE CITY OF AUBURN, UNDER KING COUNTY RECORDER'S NUMBER 20080912001319 Also being a portion of Assessor's Property Tax Pazcel Number 7815700135 Purchase Price for the Property to be Purchased: One Hundred Fifteen T'housand' Dollars ($115,000), payable on Closing. Parking Lease: The City shall lease from the Bank for pazking the following property: PARKING LOT A LOTS 7 AND 8, BLOCK 2, TOWN OF SLAUGHTER, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 2 OF PLATS, AT PAGE 56, RECORDS OF KING COUNTY, WASHINGTON, TOGETHER WITH THAT PORTIONOF THE VACATED ALLEY OF SAID BLOCK 2 AS WOULD ATTACH BY OPERATIONOF LAW, PURSUANT TO ORDINANCE NO. 6193,017 THE CITY OF AUBURN, UNDER KING COUNTY RECORDER'S NUMBER 20080912001319; EXCEPTING THEREFROM THE MOST EASTERLY TEN (10) FEET THEREOF Also being a portion o£Assessor's Property Tax Parcel Number 7815700135 PARKING LOT B LOT 4 BLOCK 2 TOWN OF SLAUGHTER, ACCORDING TO THE P1AT THEREOF RECORDED IN VOLUME 2 OF PLATS PAGE(S) 56, IN KING . COUNTY WASHINGTON. EXCEPT THAT PORTION OF SAID LOT 4 LYING EAST OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT ON THE NORTH LINE OF SAID LOT 4 A DISTANCE OF 58 02 FEET EAST OF THE NORTHWEST CORNER THEREOF; THENCE SOUTH TO A POINT ON THE SOUTH LINE OF SAID LOT 4, DISTANT 0.6 FEET WEST OF THE SOUTHEAST CORNER THEREOF. . TOGETHER WITH THAT PORTION OF THE VACATED ALLEY IN SAID BLOCK 2 AS WOULD ATTACH BY OPERATION OF.LAW PURSUANT TO ORDINANCE, NO 6193 OF THE CITY OT AUBURN RECORDED UNDER RECORDING NUMBER 20080912001319. Also known as King County Tax Pazcel No 781570-0115. Term of Parking Lease: The parking lease term shall be for three years and consideration for the lease sha11 be Thirty Thousand Dollars ($30,000), per year, provided that, the Bank may terminate the lease upon Thirty (30) days written notice to the City: Additional Terms: 1. The above purchase/sale would be the extent of the contributions - participation in - the Promenade improvements along South Division Street due from the Bank or any successor in interest of the leased premises. 2. Any contributions - parficipation in = improvements along South First Street due from the Bank or any suceessor in interest of the leased premises would be apportioned fairly, using consistent methodology with that used for other adjoining properties. 3. The parties shall cooperatively work for a prompt real estate sales closing. 4. The construction contracts for the Promenade improvement project along South Division Street shall not be awazded until May 16, 2011 or later. TERMS FOR CONTRACT FOR PURCHASE AND SALE AND PARKING LEASE Page 2 r CONTRACT FOR PURCHASE AND SALE THIS AGREEMENf is made and etttered into ttus ��y of t�Y�� 20� by and betwecn the City of Aubum, a muaicipal corpontion of the State of R7ashingtoa, hereinafter teferted to as the "City," aad The Bank of Washington, a Washington for-profit corporation,hereinafter referrcd to as the"Bank"• VVE�REAS, the Bank owns property along South Division Sh�et betweea West Main Slteet and First Street SW,withia the City or Auburn,Washington;and , WF�REAS, the City is engaged in development of the right-of-way along South Division Street as a part of its Promenade project; and WI�REAS,the City desired to acquire an additional ten feet of right-of-way along South Division Street from the Bank's property;and WF�REAS,the parties have negotiated terms of an ageement for the piuchase of the ten feet of right of way along South Division Strxt between West Main Strcet and Fitst Street Southwest,adjacent to(as a part o fl the Bank's property �, NOVJ TF�REFORE, FOR AND II�T CONSIDERATION SET FORTH HEREIN, I the SUFFICIENCY OF WHICH IS ACKNOWI.EDGED HEREBY, Tf� PAR'I'lES HERETO AGREE as follows: � 1. PURCHASE OF TEN FOOT STRIl' FOR RIGHT-OF-WAY The Bank is selling to the city and the City is purchasing from the Bank the following described property for right-of-way purposes: THE M03T EASTERLY TFN (10) FEET OF LOT 8, BLOCK 2, TOWN OF SLAUGHTER, ACCORDING TO the PLAT THEREOF RECORDED IN VOLUME 2 OF PLATS, AT PAGE 56, RECORDS OF K1NG COLTNTY,WASHINGTON � ALso being a portion of Assessor's Properry Ta�c Pazcel Nimmber 7815700135 2. CONSIDERATION: On Closing,the City shall pay to the Bank tho amoum I of Ono Hundred Fifteea Thousand Dollars ($115,000) for the purcbase of the above desaibed right-of-way 3 EARNEST MONEY The City shall.deposit into escrow with Chicago Tide Iasurance Company,32001 3?ad Av8 S#400,Federal Way,WA 98001,a negotiable instrument payable to the bearer in the amouat often thousand dollars ($10,000.00), as eaznest moncy for this Ruchase aad Sale Contract, and which shatl be applied towazil the p�chase price hereof at closing; Provided that if the Purchase and Sale does not proceed, Isaid negotiable instrument shall be retvmed w the City forthwith. , 4. CONVEYANCE OF PROPERTY On Closing, the Bank shall convey to the City the abovo-desaribed Property by statutory wazranty deed subject only to matters � identified herein. J.�`� S 5. CLOSING DATE: This transaction shall closed and the deed and other closing papers delivered not latcr than ,2011,imless extendal by other provisions of flris Agreement, or by written agreoment of the Parties; Provided tl�at the Parties shall cooperatively work for a real estate sales closing as promptly as it caa be reasonably done. The piucbase proceeds and the deed and other closing papers shall be delivered by the pardes to the closing agmt prior to"closing. 6. RESTRICTTONS,EASEMENTS,LIMITATiONS:The City shall take tiUe subject only to: zoning, resh�iciions, prolu'bitions and otha requirements imposed by governmental authority; easements, encumbrances and res�ictions as shown on the Title Report set forth herein below. Any financial encumbrances, liens end security interests on the Properry shall be satisfied by the Bank prior to C}osing, so that the tifle m the Property when conveyed shall be free and clear of any said financial mcumbrances, liens sud/or scxwity interests. If title cannot be made so insurable prior to closing date the eamest money shall,unless City elects to waive such defects or eacumbrances,be refimded to the City,less aay unpaid costs,and this ageemcro shall thereupoa be tetminated 7 CONDTTION OF PROPERTY Bank makes no repre�tians or warranties, express or implied, conceming the condition of the property The City is facpiliaz with Properry and expressly agrees to accept it"AS IS,V✓1TH ALL FAULTS." 8. ASSIGNABILTTY The City may assign ttus Contract in whole or in part. 9. EVIDINCE OF TTTLE: The City shall be entifled to obtain at its sole cost and expense,a Title Report from a tit]e in�m+.+ce company mutually acceptable to the City (``TiUe Compan}�� and an ALTA Form B tifle commitment ("Title Commitin�nY� accompanied by one copy of all documents affectiag the Properry, aad wlrich constitute exceptions to the Title Commitment. 10. PLACE OF CLOSING: Closing shall be held at Chicago Tifle Insurance Company,32001 32nd Avenue South#400,Federa(Way,WA 98001 11. TIME. Time is of the essence of this Contract. Any refesence herein to time periods of less than six (� days shall in the computation thereof, exclude Satutdays, Sundays and legal holidays, and any time period provided for herein w+hich shall end on a Satiuday,Sunday or lega(holiday shall exttnd to 5:00 p.m. of the next business day 12. DOCUMENTS FOR CLOSING: The City shall fimmish the deed and closing statements, �d the Bank shall fumish any docume�s necessazy to satisfY �Y financial encmmbrances,liens and/or security interests on the Properry CONTRACT FOR PURCHASE AND SAT.R Page 2 I 13. EJ�ENSES: State documentary stamps (Revenue Stamps) which are required to be affixed to the ins�ummt of conveyance, any tsxes on the conveyance of real ' property(Reat Fstate Eaccise Ta�c) and reeording fees shall be paid by the City 14 PRORATION OF TAXES: Real Estate ta�ces for the year of the closing ishall be prorated to the date of closing. � 15. RISK OF LOSS: If the improvements are damaged by fire or other casualty prior to closing, aad the costs of xesWring same does not exceed 3% of the assessed valuation of the improvemmts so damaged,cost of restoration shall be an ohligation of the Bank and closing shall proceed pursuant W the terms of Conhact with costs therefor escrowed at closing. In the evcnt the cost of rcpair or restoration exceeds 3% of the assessed valuation of the improvements so damaged, the City shall have the option of either taldng the Property as is,together with either the said 3% or any insurance proceeds payable by virtue of sucfi loss or damage, or of canceling the Con�act and receiving retum � of deposit(s)made heteunder. 16. MAII�'I�TIANCE. Notwithstanding the provisions of Paragraaph I5, between Effective Date and Closing Date, all personal pmperty on the premises end real Pl'oP�Y> including lawa, shrubliery and pool, if any, shall be maintained by the Bank in the condition they existed as of Effeclive Date, ordinary wear and tear e�ccepted, and the City or City's desigaee will be permitted access for inspection prior to closing in order to confirm compliance with flris standard. 17 PROCEEDS OF SALE AND CLOSING PROCEDURE:The deed shall be recorded, at the City's expense, upon clearance of fvnds and evidence of marketablb title as shown ia the tide report, per Pazagaphs 6 & 9 hereinabove, and the amount of the p�uchase price shall be held in escrow by the such escrow agent as is mutually agreed upon by the pazties for a period of not longer tban five (5) days from aad after closing date: If the Bank's title is rendered unmm�Cetablq the City shall withiu said five (5) day period, notify the Bank in writing of the defect and the Bank shall haue thirty (30),days from date of receipt of such notification to c�ue said defect. In the event the Bank fails to timely cure said defect, all monies paid hereunder shall,upoa written demand therefor and withia five (5) days thereafter, be retutaed to the City and, simultaneously with such repayment, the City shall vacate the Properry and re-convey same to the Bank by special waaanty deed.In the event the City fails to make timely demand for refund, it shall take title as is,waiving all righis against the Bank as to such iatuvening defect except as may be available to the City by virtue of waaaaties,if any,contained in the deed. 18. ESCROW Any escrow agent receiving funds is authorized and agrees by acceptance thereof to promptly deposit and to hold same in escrow and to disburse same subject to cleazance thereof in accordance with terms and conditions of Conuact Failure of clearance of funds shall not excuse performance by the City CONTRACT FOR PURCHASE AND SALE Page 3 19. PRDRA'TTONS AhID 1NS[TRANCE:+4�enlv.�at,�,� sad ot�er expevses�d xcaenue ofthe Ptopeety sLell be psorated es ofdate of dosmg.Thc. City shall]�ave the cP���'�S��9�S P��cies of 3aamreace on tbe Ytopeity. if a�te,m w3uch evmtp�ums aLall bc p�a�ated. 20. ;SUKVIVAI. OF RSPRESffiVTATTON3 A1�ID WARRANTlES: Thc rqnes�ams and waa�ties s�t f�t in this Ca�act sliall be �g a¢d shaII be �ve and ca�ac oa mod as af ifie elosu�g de�te ovith the sesne foroe e�! efFect a9 ff inede ffi ihet time,and all of such sepaGSa�atioas end w�.shail s�avive the cloamg and sLall aot be affe�ed bY�U'�� vadfiartiom or a�pmvai bY�' P�9�> ��'S' aayone onbehaif'ofaa9 Pe'�P��• ,. ' 21. A.C�1Rffiv�NT $TjBJB4'r TO G'TTY �COUNC¢ i?�PPROV�IL; lbis A�eat and the Cxt9's obiigatioms haramde� m�e embjeat to appaoval bq&e tlnbucn , C'ity Coimcil. If not appa�nved b9� �Y ��� �D'Eaiawt Monery Paid s6all be raflmded to the G�tp,,and this eo��el[be nUII e�d void. 22. '01�ffit .4GHLESI�J1'9• }�o ppmor aa� paesmR. ag�semeo�s ax ' t'e� sLaIl' be b�diaS �on ac9 of 9x �azties h�eba oflienfhan i�d mless ' , incaiponteA ic ttiis Contrar.t.No mot�cs$w ax ch�,�e m this�Coniract abeli lie va�d or ° �,`�rm..,�°t`PC` 5���'°���Q���•'t�+��: �?ou .. E7�CU1�D,�t}�day.and ye��ud above�, � . � , � ,, � ` � �. � � � � � � I � ; � � Yetar B.I.ewis,� , , , Nainx DYti1.C.4,. � r� � � �.,1'S� ' , '� , � ' � �: �.�:P ' �� , � , � .au,��� ' � , , � ., �ave,d as to Fomi: �� � �� � A''sai ^'rt'` 'Y �ral. D�e1 B.HeiB,Citj'A�tomey . p�vr�w�► ° 8" �s �NCat� �� '�� co,�rnR.AtT con�2ar,cr EO&ruRCffnsEariID caTSc / Paga 4 STATE OF WASHINGTON ) ,C/ )ss COUNTY OF r �—�) On this � y of � h � 20 �� , before mq the uadcrsigned, a Notary Public in or the Stau of Washington, duly commissioned and swom, personally appeared Peter B. I.ewis and Danielle Daskam, to me lmown es the Mayor and City Clerk, foz the Ciry of Aubum,the corporation who execimd the within and foregoing insUVmmt, and selmowledged the said instrnment to be the frec and voluatary act and deed of said City of Auburn, for the uses aud purposas tha�eein mentioned, and on oath staud that he is authoriud to execute said instrument on bohalf of said municipal corporation. /( GNEN under my��q�cial seal this �t`day of (-L" � 20_ r`�� ��iK���C,�;hy� -�``s;������o'h��y�iy� G�'�'• - s'ri1=° �' T � �4�70$ NAME � '"' _ . _ w= '= l��o�za �,�..K .c'. �//r� �u�'.,� A�e��� =2 = NOT Y PUBIdC in and for the State of ��i���'9��p�29-N�G'�� My C4mmis�s�on Facpuss: 03 �/S ��qUq WAa STATE OF WASHIlQGTON ) COUNTY OF�Dp(il?7/�h �ss. OJgI THIS ��daY of 20 l� .bafon me,Persoaally appe�ed dw���,,i.�me]mowa to e the �5 V P of the coxporation,thaz axecuted tha fo=agoiug instrume�,and eclmowled6�said insfrument to be the fiee and voluat�y act of the eorporarion,and oa oath stated that c �h i is suthorized to wcacute said inshvment. GIVEN under my hand and official seal this r�,8 Y day of�LL� 20� n ,••s"�!oMo �, ' rYs��l +� ���., 'T��(AR y�r't �ftr g,t4rtJ G c.�'K (F�md1�-- '�.� ►��f'r�, =� NOTARY PUBLIC in md for. State of W�"� Washington,residing at rK.r�+cGlS � MyCommissianExpires: �— —/�F � CONTRACf FOR PURCHASE AND SAT.R Yege 5 ADDENDUM"A"TO CONTRACT FOR PURCHASE AND SALE COUNTER OFFER ADDENDUM This Addendimm is hereby made part of the Con�act for P�chase and Sale("ConIIacY�dated k.te 2� 2b l l- between The Bank of WasLington("Bank'� �d The City of Anburn, sshington("City'�,for a portion of the prcperry located at 21 So.Division, Street,Auburn,WA(portioa of Assessor's Pazcel No. 7815700135 as descnbed ia the Conhact) ("tha PsoPert��• IN THE EVENT ANY PROVISION OF'TSIS ADDENDUM CONFLIGTS IN WHOLE OR IN PART WITH ANY OF THE TERMS OF THE CONTRACT,THE PROVI5IONS OF THIS ADDENDUM WII.L CONTROL. 1) Bank shall convey title to City at closing by a Bazgaia and Sale Deed subject only to the � following approved conditiona of tifle: rights, reservaa�tons, covena�s, canditions and res�ictions, PresenflY of racord and general to the area, and all matters that may be approve3 by City in accoxd�ce with pazagraph 6 below 2) Parap�aph 21 of the Cantract is deleted in its entirety because City has already obtained City Council approval of tivs sale and no fiather approval is needed. 3) City aclmowledges that Bank obtained tifle W the Property by foreclosure. City fiuther aclnowledgas that as a result of the way title was obtained, Bank hss very litt1e, if aay, knowledge of the condition o£the Property and its actual physical state or condition City represenLv and watrantv thst it has not relied on any statement, representation, or warranty of any ldnd, either ezpress or implfed, in its decisioa to purchase the PruPerty 4) Escrow closing shall be by Chicago Tifle Insurance Company City shall pay one half of the normal published escmw fee. City acknowledges that Bank may receive a discouat for its portion of the escrow fee. Ia the event closiug is delayed, for any reason wbetsoever, as a result of � action or maction by City, then City agees to pay Bank liquidated damages of $95.00 pc day for each day that Closing is delayed beyond the original closing date es stated hereia. Any extension of the closing date shall be at the sole discrarion of Bank. Time is of tLe essence. 5) City hereby agrees to purchase the Property in its present "AS-IS" condition. Bank shall perform no work or temediation of any land, including,but not limited to the removal of trash and/or debris, excavation or cut� and fills,placement of any utilities, demolition of any s�uctures, correction of aay public notices from any govemmental agency, comction of any encroachments, lot staldng or surveys, or do any corrective action of ffiy ]rind including any environmental cleanup that may be required C4ty shall accept the Property 1 � - - - ------ ------ subject to any lot line ancroachmmts, its vesting, envirommmtal restrictions such as weUands and/or steep slopes, properiy disputes, outstanding chazges and/or assessments I (either recorded or unrecorded), availability of utilities, any eaviroffiental cleanup which may be required, the presence of any hazard waste and/or toxic substances, illegal dumping, the ability to apply for and/or receive a building permit of any kind, accese to the.ProPerty or any easemmts, "prescriptive rights" that may be asserted bY anY Pazh'. encumbrances on tifle or not recorded that may restrict the City's inteaded use,which use may include,but not be limited to the City's"quiet enjoymenY' � Pazagraph 17 of the Conhact ia deleted in its entirety and replaced with the followmg: City will order prelimivary tifle and piuchase its own Title Policy at City's expense. By 5:00 p.m. on the tenth day followiag City's receipt of the Title Policy, City shall have either (a) approved the lagal description and azry mattcrs of title disclosed by the Title Policy, or (b) delivered to Bank writtcn notice of Cit}rs disapproval of mattezs disclosed by the Tifle Policy 'Phe absence of timely delivery to Bank of a Ciry's written notice sLall be deemed to constitute City's approval of all mattars of tifle. If City delivers a notice �sappa�oving fitle to Bank, then, within three days of Baak's receipt of the notice, Bank shall identify to City wluch of snch disapproved matters Bank is willing to ciue. Within two days of City's receipt of such reply, City aha]1 advise Bank whether City will accept title with the exceptions to remain imcurod by Bank. Tf Bank is not prepared to accept such title,Bank tnay t�;rn*a this agreemmt If Bank agces to cure certain matters,then Bank shall use reasoaabie efforts to do so. If this ca�ot be acwmplished by Closing, then: (1) City and Baak may elect to renegotiate the closing date based on the pariod of time required to cleaz title or defiver possession; (2) Ciry may take title and/or possession of the premisas in its then-exiating state, thereby waiving any objecIIOns; or (3) City a►ay terminate the Contract and receive a refimd of its Earnest Money as City's sole and exclusive remedy '� City may not have possession mYd ose of tha Proparty prior to closing sud fimd"mg. In tha ' eveut that City altcra the properry or uses the ProPart}'or permits it to be tised by azry other person prior to closing, G5ty shall ba in default of the Agreement and City's eamoat money deposit shall be forfeited to Bank. A�y use of the Property prior to the closing is prolubited unless accompanied by Bank or Bank's Agent, imless otherwiso agroed to in writing. 8) In the event that City fails,without legal excuse,to complate the purchase of the Property, Bank may, at Bank's option, (a) have City convert Eaznest Money to cash and forfeit Eaznest Money as liquiciated damagas as Bank's sole remedy, (b) bimg suit against City for Bank's actual damages, (c) briag auit to specifically enforce this Agreement and recover any incidental damages,or(d)pursue any other rights or remedies available at law or equity If City is not in default and Bank fails or refuses to consummate the sale of the 2 properry,without legal excuse, City shall have the right to the return of its dcposit and be entided to available legal or equitabie remedies; provided, however, m no event shall Bank be liable to City for cansequenrial or incidental damages, including, but not limited to,lost profits. 9) The co�act of sale may not be assigned by City except upon the cxpress written consent of the Banlc.In ao event shall any assignment relieve the original party to t]ris Cont=act of its duties and obligations noted herein. 10)Bnyer is aware that Sellet is exempt from disclosiae and will not provide a property diaclosse statement. 11)Para�aph 19 of the Contract is deleted in its entirety There is no income for the Parking Lots currernly and the Bank will not allow the City to assume its�*+�r�e policies. 12)Paragaph 22 is deleted and replaced with the following: This Can�act is canditioned on the parties' exacutioa of a certain Pazlring Lots Lease�d a Memorandimm of Understanding. With the eaception of those doc�ents,no prior ar present ageements or representations shall be binding upon azry of the Partiea hereto other than and unless incorporatod in thie Con�act No modificatioa or change ia this Contract shall be valid or biading upon thb Pazties unlesa in writing,executed by tUe Parties to be boimd thamby The undorsigned appmve and accept this Addendum and aclmowledge that this addendtmm is a legally bindiag contraet and is part of the Contract for Purchase and Sale. SEI,LER: PURCHASER: The BANK OF ASHINGTON OF , HINGTON BY' BY. Its: �.�: Ite: I Date: � ,�,2_. r.l Date: 'JUN 28 20fl � Th�s o�� �,�,� �-X�e � Scwe 2�� Qo�l . �� �g,s.a�- c� Be,f.l etr- H.ae�e. �.�sF �ut�,�.al,I.� a� . .e.B �a 1�.�, �-ww.g o�r �i„�p�- ��i�.,v,.Qs ��- Q,��°�^e�t�,..o../F- �s {�k,l l � ve�� . v U. " ' � � 3 ' ADDENDUM"B"TO CONTRACT FOR PURCHASE AND SAI.E This Addmd� is hciby made part of the Contract for Purchase and Sale ("Co�acY� dated June 20,2011 between The Bank of Washfmgton and The City of Anbnrn,Wavhington for a pmtion of the property locatEd at 21 So. Division Stceet, Aubum, WA (portion of Assessor's Parcel No. 78]5700135 as described'm the Conuact) IN THE EVENT ANY PROVISION OF TffiS ADDENDUM CONFLICTS IIN WHOLE OR INYART W11$ ANY OF THE TERMS OF THE CONTRACT OR ADDENDUM "A°,THE PROVLSIONS OF THIS ADDENDUM WII.L CONTROL. i) Paiagraph 3 of the Conh�act is amended to read, "3. EARIVEST MONEY The City shall deposit into escrow with Pacific Northwest Tifle Company , 215 Columbia Street, Seattle, WA 98104, a negbtiable inshvcment gayable to the bearer in the amount of ten thousand dollars ($10,000.00),, as eamest money for this Purchase and Sale Contract, and wluch shall be applied toward the purchase price hereof at closing;Provided that if the Putchase and Sale does not proceed, said nagotiable instmmart shall be ratumed to the City forthwith." 2) Patagaph 10 of the ConCact is amended to read, "10. PLACE OF CIASING: Closing shall be held at Pacific l�iorthwcst Tifle Company,215 Columbia Streey Seattle,WA 98104" 3) Patag,raph 4 of Addendum"A"is amend to read, "4) Escrow clo�ng shall be by Pacific Northwest Title Compaay City shall pay one half of the nomial published esezow fee. City aclmowledges that Bank may receive a discoimt for ite portion of the escrow fee. In the event closing is delayed, for any reason whatsoever, as a result of an action or inaction by City, thea City agtces to pay Bank fiquidated damagas of$95.00 pa day for each day that Cloaing is delayed beyond the original closing date as stated herein. Any extension of the closiag date shall be at the sole discration of Bank. T�e is of the evsence." The undersigied approve and accept this Addendum and aclmowledge that this addendnm is a legally binding contract and is part of the Contract for Purchase and Sale. SELLER: PURC R The 6�ON Ti�C U1�DT/ ,, By. By� i� Its: �-v • Its: �A�(qVL Date: 9 � 2 `� � \ Date: (0 Z� �� 19 PRORATTONS AND INSURANCE: Assessmenfs�rent� interest� �T���TA^CC and other expenses and revenue of tha Propetty shall be prorated as of daze of closiag. The Ciiy shall have the option of taking over any existing policies of insurance on the Property, if assumable, in wluch eveat premivms shall be prorated. 20. SURVNAL OF REPRESINTATIONS AND WARRANTIES: The representations and warranties set forth in this Cont�act shall be continuing aad shall be true aad correct on aad as of the closing date with the same force and effect as if made at that time, aad all of such represeatations aad waaaaties shall siavive the closing and shail not be affected by any investigation, verification or approval by any pariy hereto, or by azryone on behalf of any party hereib. 21. AGREEMENT SUBJECT TO CITY COUNCIL APPROVAL. Tlris Agreemeat and the City's obligations hereuader, aze subject to approval by the Auburn City Colmcil. If not approved by the City Council, any Eazaest Money Paid shall be xefimded to the City, and tlris contract shall be mill and void 22. OT'�IER AGREEMENT'S: No prior or present sereements or representations shall be biading upoa any of the Parties herem other than sod imless incorporated ia this Contract.No modification or change in tlris Coatract shail be valid or binding upon the Pajties ugless in writing, e d by the P es to be bo d there A�e�.du,w. `'A' �s il�o�exr `�?.�•c:� �';,5 ��.�u'�. EJ�CLTI'ED on the day and year first above written. B HIN ON . Peter B.Lewis,Mayor /� ( ► �� Name:�Ce �Cb�S A��: �.v P Title: . ����� �����: � Y� Ass�st�,ar Aert-�.n�y ��.. Daniel B.Heid, City Attomey /�'9�6NC�M � B�� t5 INGO�'Po�O �^� '�i4tS Gorn'�R-�4C,T � CANTRACT FOR PURCHASE AND SAT.R Pege 4 PARKING LOTS LEASE The Bank of Washington("Landlord'�leases to the City of Auburn,Washington,a municipal corporation("Tenaat'� and Tenant leases from Landlord the following properties for purposes of public parldng on the following terms: 1. Premises. The Premises are comprised oftwo sepazate pazldng lois,one located at 21 So. Division Street,Aubum,WA(a portion of Assessor's Pazcel No. 781570.013� ("Pazldng Lot A'�,and the other located at 36 West Mam Street,Aubuca,WA(Assessor's Pazcel No. 781570-0115)("Pazldng Lot B'�. Collectively,Pazldng Lots A and B are refeiibd to herein as"the Parldng Lots"aad"the Premises" The legal description of the Parking Lots is attached as Exhibit A. 2. Term. The term of this Lease is thiriy six(3�months,commencing �� - 2011 (the"Commencement Date'�,and terminating on the last day of the ' ixth(36th)month thereafter(the"Teimination Date'�;provided,however,that L,andlord may elect to t�*+Ate the Lease entirely or as W one of the Parlang Lots upon written notice of at least thirty(30)days to Tenant. Upon Termination,all obligations owing by either party to the othe�terminate, except for those obligations that expressly survive ter�ation. „ 3. Option to Renew. Nbne. 4. Rent Tenant shall pay Landlord, at I,�dlord's address for notice,rent in the amount of ltvo Thous�d Five Hundred Dollars($2,500.00)per month for the Parking Lots, commenoing on the Commencement Date and coatinuing on the first day of each month during the Term of this Lease. If the Commencement date is other than the first day of.the month,rent for that month shall be prorated based on percentage of days left in the month. The Rent may be paid in one payment W Landlord,but shall be apporrioaed for all purposes under tlris Lease as follows: sev"eniy-five percent(75%)of the Rent, or 51,850 per month,shall be for rent on Lot A, and the rems��ing twenty five percent(25%),or$650 per month, shall be for rent on Lot B. 5. Trigle Net Charges. None charged to Tenant. 6. Late Payment and Interest.If ffiy amount due hereunder from Tenant is not received by Landlord by the date such amount is duq a late charge of five percent(5%)of the amoimt due shall be chazged Tenant. All amounts owing to I,andlord under this Lease including rent,shall be assessed interest from ten(10)days atter the due date at nine percent(9%)per annum until paid. 7 Maintenance. Tenant shall be solely responsible for maintaining the Premises in good repair. This obligation further provides for Tenant,at iYs sole expense,to maintain the Premises in good condition,retuming same to Laudlord at the end of this lease in at least as good oondition as presently exists,normal wear and teaz excepted. 8. Towing of Velticles. Tenant sl�all have the right to tow velucles at its own PnxxwG Lors L&�sa ^ „ PacE 1 oF 8 1/�� - IaNnLO�tn INiruis axpense and risk from the Pazking Lots. I I9. Delay m Delivery of Possession. Not applicable. 10. Use of Premises.The Pazldng Lots shall be used for public parking,velucalar access for public pazking, and related uses. Tenant shall not use the psremises for pazldng of I buses oi trucks with a goss wei�ht exceeding ten thousand(10,000)poimds without I.andlord's prior written consent. Tmaat shall prompfly comply with all laws,ordinances,orders,and regulations affecting the Parldng Lots amd their cleanliness,safety,occupation and nse. Tenaat avill not petform aay act or carry on any practice that may injure the Patldag Lots oz be a nuisance or menace to adjommg tenants. Tenant shall not permit any outside storage on ar about the Pazking I.ots. Upon te�metion of the Lease,Teaant shall surrender the Pazldng Lots to Landlord in good condition,aormal wear and tear excepted. 11. Entty by Landlord. Landlord sha11 have the right at reasonable timas,and with reasonable notice to Teneat ia non-emergency ffiWations,to enter the Premises to inspect the same or to show the Premises to prospective buyers,tenmmts ar lendets. 12. Utilities.Tenant shall arrange and pay for any utilities it cfioosas for the Premises, including water,power, sewer,gazbage and telephone savice,which shall be separately metered in TenanYs nmme if delivered. 13. Acceptance of Premises.Tenant has axamined the Parlriag Lots aad accepts them as being in ffie condition called for by this Lease. 14. Alterations,Mechsnics'Liens. Altaations may not be made W the Paddag Lots without,the grior writtm consmt of Landlord. Ten�t shaIl not pernrit any mechanic's or materialmen's liens of any]dnd to be enforced against the premises for any work done or materiaLa fiunished thereon at the request of or on behalf of the Tanant. All costs of improvements to make the Padring Lots useable as a padoag lot,if any,shall be borne by the Tenant and shall be cons�ucted ia accordance with local laws and codea. 15 Qniet Condnct and Possession.Neither Tenant nor Landlord shall commit or suffer any waste upon the Parldng Lots or any nuisauoe or other act or thiag wluch may iiistutb the quiet enjoyment of any business on the Site. 16. Hazardons Snbstancea.Tenant shall not cause or permit mry�ous substances as de5ned below to be brought upoa kept or used in or about the premises by Teoant, its ageats, employees,contiactors or invitees. Tenant shall wmply with all federal,state and local laws ordinancas,codes,regulations,orders and decrees as they now e�dst,or are hereafter amended,inclndiag all policies,intetpretations, guidelmes,directions or recommendations relating to indnstrial hygiene,eavirrnmmcntal protection or the use,analysis,generation, manufacture,storage,presence,release,disposal or transportation of asry pe�oleum products, flammable,explosives, asbestos,urea formaldehyde,polychlorinated biphc�nyls,radioactive materials or waste,or other hazazdous,toicic, contaminatiag or lluting materiaLs,substances or Pnnxnro Lo'rs LEasa � PnoE 2 oF B - I.�t+D�o�Irnru[s I I wastts,including any materials defined as"hazardous substances","hazardous wastes", "hazardous materiaLs",or"toxic substances"(collectively,"Hazardous MateriaLs'�under any Ispch Hazardous Materials Laws and ameadments thereto. Teaaat shall defend(with co�sel reasonably acceptable to Landlord)aad indcmnify Landlord and Landlord's officers,dQectors,Pazhiers>manaSers,members.emP1oYees�aSen�. successors and assigns against any and all claims,liabilities,damages,costs,penaltiea, forfeitures,losses,obligations,investigation costs,remediation and removal costs,natival resoarce damages and expenses,including attorney's fees,arieing in whole or in pazt,directly or indirectly,from(a)ihe presence or mlease of Hazatdous materials in,on,under,upon or from the premises as a result of acts or omissions of T�ant or its employees,ageats or invitees; (b) the transportatioa or disposal of Hazazdous Materials to or from the premises by at the roquest of or in with the permission of Tenant or its employees,agenLS,or invitees;(c)the violation of any Hazazdovs Materials Laws by Te�ant,or its employees or agents; (d)the failnre of Tenant,its employees or agents to comply with the terms of this Secrion 16;or(e)the use,storage, gmeration or disposal of Hazardous Msterials m on or about the premises. The respective rights aud obfigations of Landlord aad Tanant under this Section 16 shall survive the expiration or e�fier termination of this Lease. 17 Insurance.Tenant,at its own expense,sha11 maintain with companies acceptable to I,andlord,;n�TMa^�e for the banefit of Landlord and Teoant jointly in the amoimt of at least One Million Dollsrs($1,000,000)per occiurarce for liability from injuries W or death of a person,�d'm the amount of ffi least Fifty Thousand Dollacs($50,000)per occuiieoce for liability frnm damage to properry Tenant shall furnish I,andlord with a ce:tificaYe of auch policy within 30 days of the Commencameat Date and whenever required shall satisfY Laadlord that such policy is in full force and effect Such policy shall: (a)name Landlord as an additional insured;(b)be primary and non-co�ributing with any inm„�*+ce carriad by Landlord;and(c) provide that it shall not be canceled or altered without twemy(20)days'prior written aotice to Landlord. 18. Indemniflcatton by Tensnt Tenant shall defend(usmg legal counsel reasanably acceptable to Landlord)aad indemnify Laadlord,its ageats and employees from aay claims,expenses,including attomeys fees,or damages of any]dnd azismg in connection with the occupancy or nse of the premisea by Tmant,its agents, customers,employees,contractors, subtenaats or assi�nees;Tenant's breach of its obligations under this Lease;or any neglig�t or wroagfal act or omiss�on of Tenaat,its ageata,customers,employees,contracWts,subtenants or assigna. The provisions of this Section 18 shall survive expiration or termination of ttis Lease �d shall include all claims againsc Landlord bY�Y�Ployee or former employee of Tena�t Laucllord and Tenaat have specifically negotiated Uris provision�d Tenant specifically waives any provisions of aay industrial insurance act including,TiUe 51 of the Revised Code of Washington,or aay other employee benefit act wltich might otheiwise operate to release or immunize Tenant from ita obligations under this Section 18. 19 No Anctions. [intentioaally deleted]• PA�Q�.�L�5 PAG53 OF 8 - I.nNDLO INm�[s 20. Zandscaping and Signs. Tenant sha11 make no other alterations or additions to the Parldng Lou landscaping. Other than towing company sigas,Tenant shall place no exterior sigas on the Parldng Lots without the prior written conscnt of Landlord. If Landlord allows signs,Tenaat will pay ihe costs of same. 21. Taxes. Tenant sl�all pay before delinquent an}+tax,assessiment,fee,or public charge payable for any time during the Lease tecm because of Tenant's fixtures,furnitm�e, appliances and personal property installed oi�located at the Premises. Tenant will pay all taxes imposed because of the rent payaUle hereundar,whether as a so-called sales tax,h�ansaction privilege tax,excise tax,or otherwise. 22. Abandonmeat [intentionally deleted]. 23. Assignment. Landlord ma.y assigi its interest in t]ris Lease as to Pazlang Lot A, as to Parking Lot B, or as to both Pazl�g Lots,to aay peison or entity without the coasent of Tenant. When aotified of such assignment,Teaaat agreea to attom to Landlord's assignee. This may require Tenant to pay Rent with two checks,one for each Lot,and Tenant sha11 do so. 24. Insolvency of Tenant. [intentionally deleted]. 25. Defanit.'The following shall be events of default: a Defanit in Rent Failure.of Tenant to pay any rcnt or other charges within ten (10)days after written notice that such payment was not received whcn it is due. b. Defanit in Other Covenants. Failure of Tenant to comply with any obligation of the Lease after written notice from Landlord of such default and a reasonable cure period(e.g. thiity(30) days with additional time for those evenb ofdefault not reasonably subject w cure within thirty(30)days). Failure of Iandlord to comply with aay obligation of the Lease after writtsn notice from Tenant of such default and a reasonable cure period(e.g.thirry(30)days with additional time for those events of default not reasonably subject to cure withia thiity(30) days)_ 26. Remedies on Default.Upon default by Tenant,Landlord may teimmate Tenant's right to possession of the Pazldng Lots,upon which Teaant sl�all immediately surrender the Parldng Lots but remain liable to Landlord for the value of the Lease for the remainder of the term of the Lease less any rent obtained by Landlord foF the Parldng Lots from another teoant during U�at term,plus all costs incurred by I,andlord to cause aaother tenant to lease the Parking Lots. Upon default by Laadlord,Tenaztt may immediately sturender the Premises and terminate the Lease, in which case Landlord shall be liable to Tenant for all costs incurred by Tenant to relocate to comparable premises,including any additional rent Tenant will incur far the remaining term of the�,ease. 27 Attorneys'Fees and Collection Charges. I£Tenant or Landlord shall bring any action for any relief against the other, declaratory or oth 'sing out of this Lease, PARKWGLOTSLEASE ,/�/� _ PAGE40F$ �� r� = Lnrm[.onn IxmniS including,but not limited to, aay srit by Landlord for the recovery of Rent or possession of the Pazldng I.ots,the losing pariy shall pay the successful pariy the court costs and reasonable attorueys' and paralegal fees incurred therefor aad such e�cpcnses shall be paid whether ar not such action is prosecuted to judgment. Should Landlord,without fault on Landlord's part,be made a party to any litigation insrituted by Tenant or by any third party against Tenant,or for the foreclos�e of any lien far iabor or material fiunished to or for Tenant or otherwise arising out of or resulting from any act or transaction of Tarant,Tenant agrees and covenants to save and hold Landlord harmless from any judgment rendered against Landlord or the Pazldng Lots or any part thereof, aad to defead snd inflemnify Landlord as to any and all costs and expenses,including attorneys' and paralegal fees and court costs,incurred by I.andlord in or in connection with such litigation 28. Condemnation.If more th�twenty-five percern(25%) of the square footage of the Patl�g Lots is taken or condemned for a public or quasi-public nse,Tenant may terminate this I,ease with not less than thirty(30)days'writtea notice to Landlord. If twenty-five pacent (25%)o=lass of the sqvare footage of the Pazldng Lots is takm or condemaed for a public or quasi public;ar if Tenant chooses not to teiminate the Lease otherwise,then the rent payable heieunder shall be adjusted so that the Tenant shall be requirad to pay for the remainder of the term only such portiaa of such rent as the number of square feet in the part remainmg afta the coademmatioa beazs to the aumber of squaze feet in the Pazldng Lots on the Commencement Date. In the eveat of a taking or candemnation,all compensation awazded for such ` condemnatioa or taldng shall be paid to Landlord,provided,however,Tenant shall be entitled to that portion of the award represeating the value of TenanYs leasehold estate and compensation or dama�es from the condemning aufhority for intemiption of its business,its fixtures and personal property,or for moving expenses. 29. Notices. All notices,statements,demands,requests,consents,approvals, suthorizatioas,offers,agreemeats,appointments,or designations under this Lease by either parry to the other shall be in writing and sha11 be sufficienUy given and served upon the other pazly,if sent by ceriified mail,retum receipt requested postaga prepaid to the addresses below their iespective signahires below 30. No Waiver The failure of either party to enforce any breach of tiris Lease by � Tenaat shall not be a waiver of any subsequent breach. 31. Estoppel Certificates. [intentianally deleted]. 32. Eaclnsivity [intentionally deleted]. 33. Miscellsneons. Ia. Time is of the essence of each term of this Lease. b. Subject to Paragraph 23,the t , d visions of this Lease shall be PaxtataG Lo�s L&nsE PwOE 5 OF 8 - I,ANDIARD'IN11'faLS i binding upon and inure to the benefits of the heirs, cxecutors,administrators,and assigvs of Landlord and Tenant,including purchssers of the Premises. This Lease Shall nm with the land. c. This Lease may be executed in counterparts and a facsimile si�ature shall be as valid as an original. d. Should aay pmvision of this Lease be deemed unenforceable,it shall be stricken so thaY the remaindcr of the Lease shall remain in full force and effect IN WITNESS WIiEREOF,Iandtard and Tenant have executed this Lease as of the day ffid year set forth below next to their respective names. LANDLORD: TENANT The Bank of Waslungton The City of Aubum A Washington banldng corporation A Washington municipal corporation By. BY. Its: - Its: Mj4Y��L Datect: P�— L�C� Dated: �T�8"-// Address: � ^ �� FW�',�¢. ��� Address:a S G,! /''iAod sT .- L� w«a ��03� l4-�t8ur,..t/ �•9-96-aa7 State of Washington ) )ss County of King ) � I cetlify that I know or have satisfactory evideace that /��'r � ��" is the peison who appeared before me,and said peraon acknowledged thai she)signed this inshwneat,on oath stated that�§y he)was authorized to execute the instnmmeat and aclmowledged it as the `�'% ✓ of the City of Aubum,Washington to be the free and voluntary act of such pazry z the uses and purposes mentioned in the instrnment. -Y Dated• �[�-,E�� 2ai i O �`gK. C��'h� Q'GC _ aNnNq �/ NIi� PrintN . a�.t C /riv i � � ?p'�AR}M'/,�p'�y Notazy Public in and for Washington Residing at: �-c rti9.Ca. ,� ' g Commission expires: U3 � IS � A �G t $f��N�,,q,, N3�U�1ro�a ���h PnxxIDrG Lo'ts LSaSa �ry��;C,��`��` PAGE 6 OF S �� LANDLORD T1ALS State of Washington ) �oham��h )ss County of� ) I cerlify that I lmow or have satisfactory evidcnce that�jp,�n�a Ai So nf is the person who appeared before e,aad said person aclmowledgecl that(he/she)signed this imshua►ent,on oath stated that e)was authorized to execute the inshument and aclmowledged it as the P _of The Bank of Washington to be the free and voluntary act of such party for the uses and purposes mentioned in tha in.shnmment Dated: � ltn.t��� ,g�,.,� ���rld�c.. Print Name: a.S L S�e.�a mar-�.. ��,,. op��� Notary Public ia and f9r Washmgton J'°.+� ��'+9 Residing at. �G(mGx.dB o�fo�`�aOTAqy�;e� Coinmission expires• � — '"� :v -ae«- �s.. ptlBl�Ga i� 9��p�«.�+Q�'. W PARKING LOTS LEASE PAG57 OF 8 I.AtiDLA A1117AIS '1�7JANT IMTIAIS EI�IT uA'> Le¢al Descrintion Parldng Lot A. Lots 7 and 8,Block 2,Town of Slaughter according to the plat thereof, recorded in Volume,2 ofPlats,Page 56,King County,Washington. � Together with tbat portion of the vacated alley in said Block 2 as would i attach by operation of law,pursuant to Ordinance No.6193 of City of Auburn,recorded under Recording No.20080912001319 Excepting therefrom the most easterly ten feet thereof Assessor's Pazcel No.781570-OI35. Yarking Lot B. Lot A,Block 2,Town of Slaughtcr accord'aag to the plat thereof,recorded in Volume 2 ofPlats,Page 56,King Caunty,Washington Except that portioa of said Lot 4 lying east of the following desqribed line: Beginning at a point on the North line of said Lot 4 a distance of 58.02 feet F.ast of the Northwest corner thereof;S Thence South to a point on the South line of said Lot 4,distant 0.6 faet West of the Southeast comeo thereof. Together with that portion of the vacated alley in said Block 2 as would attach by operation of law,pursuant to Ordinanco No. 6193 of(�ty of Aubum,recorded under Recording No.20080912001319. Assessor's Tax Parcel No.781570-0115 PnxKA�a LO'rs Lenss �� PAGE 8 OF 8 LANDLO INTI7ALS TENAN7INITIALS CITY OF i�� AN TRU Peter B. Lewis, Mayor w1 WASHINGTON 25 West Main Street * Auburn WA 98001-4998 * www.auburnwo.gov * 253-931-3000 Bruce Addison Senior Vice President The Bank of Washington 19424 58th Place W Lynnwood, WA 98036 Re: Memorandum of Understanding City of Auburn— Bank of Washington Real Estate Transactions Dear Mr Addison: In accordance with the agreements the City of Auburn and the Bank of Washington have reached regarding the City's acquisition of a ten foot strip of property along Division Street adjacent to the Bank of Washington property,this letter serves as a Memorandum of Understanding between the City and the Bank and any future successors to the Bank regarding the need for contributions from the property owner for the improvements to the City's Promenade Project along Division Street within the City of Auburn. The transaction whereby the City of Auburn is purchasing 10 feet of right-of-way from the Bank of Washington shall constitute the total and complete contribution for Promenade improvements along Division Street within the City of Auburn that would be due or expected from the Bank of Washington or any successor in interest to the Bank's property located at 21 So. Division Street, which is legally described on the attached Exhibit A ("the Bank's Property"). The City will not charge the Bank or any successor in interest to the Bank's Property any fees or charges for any frontage and street improvements and other on-site or off-site improvements done by the City or its contractors, any fees for utility improvements not only involving the utilities of the City of Auburn but also other providers of utilities, or any fees commonly known as "late comer"fees, reimbursement claims, or impact fees of any kind. This commitment, however, only applies to the Promenade along Division Street. If the remainder of the Bank's Property develops, whether by the Bank or by a successor-in- interest, any improvements that would be required and/or any participation in improvements that would be due from the Bank or its successor-in-interest for improvements along 1 st Street SW shall be calculated and assessed in a consistent fashion with the assessments that would be required of other owners of property along 1 st Street SW The City and the Bank have discussed impacts to the Bank Property from the So. Division Street Promenade and new sidewalk on the east side of the Bank Property The City agrees that it will construct the transition between the Bank's parking lot and the new sidewalk on So. Division Street according to the parking lot exhibit dated June 16, 2011, which was prepared by the City and is attached hereto as Exhibit B. The transition between the sidewalk along So. Division St, and the parking lot will be constructed in a professional manner and to code. In addition, the City will re-stripe the Bank's parking lot, as needed, at City expense. Prior to any re-striping, the City will present a diagram of its proposed re-striping to the Bank for AUBURN * MORE THAN YOU IMAGINED comment. Any such re-striping or use of the parking lots shall not call for removal or relocation of the existing planter area depicted as "Existing Planting Area" on Exhibit A. If this memorandum adequately reflects the understanding between the Bank and the City, please indicate by signing below Thank you very much for your cooperation in these regards. 7 I Y Peter . Lewis Mayor, City of Auburn Dated: T ank of Washington By C-Q- D3 c9-� Its ' V. I Exhibit A to Memorandum of Understanding City of Auburn —Bank of Washington Real Estate Transactions Legal Description of Bank's Property at 21 So. Division Street that is subject to this Memorandum of Understanding: Lots 7 and 8, Block 2, Town of Slaughter according to the plat thereof, recorded in Volume 2 of Plats, Page 56, King County, Washington. Together with that portion of the vacated alley in said Block 2 as would attach by operation of law, pursuant to Ordinance No. 6193 of City of Auburn, recorded under Recording No. 20080912001319 Excepting therefrom the most easterly ten feet thereof. Assessor's Parcel No. 781570-0135 1 Exhibit B to Memorandum of Understanding `{ City of Auburn—Bank of Washington Real Estate Transactions See attached Parking Lot Diagram i i i �■■■►,� sal ���o©©��®%�®[�®���®®®1 ��pal�®©r�© �■■■©®Q � a' " . 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F t,afi l c, r az�����Ef'[I� ■�'�■i■�f�1■ 'a'v; Ora ELUDE in mr� 'A��3 �i1i N Aid„ £ L fi®®■■ k>�: �r -2 1 a A igal E eft ■■■■r _,s x �W■ ODE L4 .�� [ - h3 �f�LaI:m�1■: I ,■■©� 5 `rF tb �l■ y ''Y'i-S,t [ N 7'L'ICS➢■V S � 4I ";� s 3 , ®(D■'F 'I h it�IpY p�i■ r 11 HE iii ��F�L ;,r �■ _ wMIMBE 3'�ik°$�t 'ti W �£1=1W'V] y, tF $a•��" ® `ry SFJI !1�'.3)•� ®Ri■■ J T ■t�l�■■::111[ ■ WE EFUNE ME gall ■l ■■L�@�fi 1;■®®■■t�®■^ L�• L ®®■■®M■ -� ■Im®■■®Im■ REEMEM fill Elm om T p® q Emig I �� ASSIGNMENT AND ASSUMPTION OF LEASE This Assignment_ and Assumption of Lease ("Agreemenf') is made this �day of April, 2015 (the "Effective Date"), behveen THE BANK OF WASHING7'ON, a Washington corporaHon("Assignor"), and LEVAN AUBURN DEVELOPM6NT, LT.C, a Washington limited ]iability company, and iOUANNOU, LLC, a Washington limited liability company, as tenants- in-common("Assignee"). � WITIVESSETiI : � Whereas, Assignor is the landlord, and The Ciry Of Auburn is the tenant, under that certain Pazking Lots Lease dated July 8, 2011, as amended by Lease Extension Agreement and Addendum to Lease Agreement dated July 11, 2014 (collectively, the "Lease"), affecting the premises("Premiscs") at 21 South Division &36 West Main,Aubum, Washington;and Whcreas, Assignor desires to assign the Lease to Assignee and Assignee desires that the Lease be assigned to it and to assume the obligations of the tenant under the Lease. NOW, THEREFORE, for and in consideration of the mutual promises, covenants and conditions contained herein, and other good end valuable consideration, the receipt and IsuPticiency of which is hereby acknowledged, Assignor hereby assigns the Lease, and all its Iright,title tind interest therein, to Assignee, and Assignee hereby assumes and agrees to be bound I at all times hereaRer by all tertns, conditions and provisions of the Lease and to perform and � discharge all of Assignor's obligations as landlord bnder the Lease aiising from and after the Effective Datc. Assignor represents and warrants to Assignee that Assignor is the owner of the leasehold esrate and all right,title and interbst of the landloril in, to and under the Lease, and has full right and lawCul authority to transfer and assign the Lease to Assignee. Assignee agrees to and does hereby indemnify, deFend and hold harmless Assignor, its successots arid assigns, from and against any and all liabilities, obligaiions, damages, ]osses, claims, costs, expenses, aclions and causes of action (including, without limitation, a[tomeys' fees and the reasonable cost of investigation) of any kind, fixed or contingent, known or unknown,incurred by or esserted against Assignor, its successors and assigns,aceruing vnder the Lease or arising from or pertaining to Assignee's use, non-use, operation or occupation of the premises on or subsequent to lhe Effective Date. Assignor agrees to and does hereby indcmnify, defend and hold harmless Assignee, its successors and assigns, from and against any and all ]iabilities, obligations, darna�es, losses, claims, costs, expenses, actions and causes of action (including, without limitation, attorneys' fees and the reesonable cost of investigation) of any kind, fixed or contingent, known or unknown, incurred by or xsserted against Assigoee, its successors and assigns, accruing under the Lease or arising from or pertaining to Assignor's use, non-use, operation or occupation of the premises prior to the Effective Date. � I.._. r �� This Agraement may be executed in counterparts, each of which shall be deemed an original, and counterpert signature pages may be asscmbled to fortn a single original document. IN WITNESS WHEREOF, this Agreement has been executed as of the day and year set forth above. "ASSIGNOR" "ASSIGNEE" THE BANK OF WASHINGTON, LEVAN AUBURN DEVELOPMENT, LLC, a Washington corporation a Washington limited liability company By: Levan Family Trust, dated April 12, 2000 By: Levan Family'frust, dated April 12,2000 By: Name: Ti[le: > By: Steven Levan, Trustce IOUANNOU, LLC, a Washington limited liability company By: l Jahn T. John lls: Managing Member I Th;s Agreement mey bc executed in aounwrpons, each af which shall be dermed an original,und counterpen signeture pages may be assemblcd to fortn o single originai daument. IN WIlNESS W[fEREOF. this Agroemem I�at been execuced as of che day and year sct forth abova. "ASSIG�OIt" "A531G�EE" 7'HE BANK OF WASHIl�GTO�, LEVAV AUBUR\ UEVFi,OPMEITT, LLC, a Washinpmn coryoretion a 14a5hington limited liability wmpany By: Le.•an Family"I'rust,dated Aprii 12, 2000 By: Levnn Family l'rust, datcd April 12,2D00 13y: Name: Title: _ By: ✓�\, ��� Sicvcn Lc ar,. Trustee IOUAN�OU, 1.LC, a Washing[on limited liebiliry company ' Dv; Jbhn T.lohn lu: �lanaging Member L i -_ , � This Agreemrn� may be exauled in eounterparls, each of wlveh sha1L be dcemed en originat,end counteryan signanue pages may be aciembled to form a siogle ariginel documrnt [N WITNESS WI{EREO}, this Agreanent has been execnted os of�hc dey and ycar set Cortii abo�•e. "ASSIC.NOR" "ASSIGNEE" - THE BANK OF WASHIVGTON, LEVA,V AUBURN DEVELOPIv�NT,LLC, � a Weshington corpuration e Weshington limited liability coaipeny ' By:.Levan Family Trus;daud April 12,2000 By: Levan Fatnily Trust,dated.4pri1 l2,2000 By:_ Nazce: Title: gy; Sieven Levan,Trvstee fOUANNOU,LLC, ' e Washington lirimited liability company i � �I By: J T.lohn Ils:1� zgingMem6a � I