HomeMy WebLinkAbout5175 RESOLUTION NO. 5 1 7 5.
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AUBURN, WASHINGTON, AUTHORIZING
THE MAYOR TO EXECUTE A PARKING LOT
LEASE AGREEMENT BETWEEN THE CITY OF
AUBURN AND LEVAN AUBURN DEVELOPMENT,
LLC, AND IOUANNOU, LLC
WHEREAS, the City of Auburn has, for a number of years, leased certain
parcels of property in the downtown area of the City of Auburn for public and
the City related parking purposes; and
WHEREAS, the current owners of the parcels of property subject of the
parking lot leases have purchased two additional parcels of property which they
are willing to lease to the City for parking lot purposes; and
WHEREAS, the parties have negotiated an amendment to the existing
parking lot lease to include these two new parcels, with terms acceptable to the
parties.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows:
Section 1. The Mayor of the City of Auburn is hereby authorized to
execute an Addendum to the Parking Lot Lease between the City of Auburn
and Levan Auburn Development, LLC, and IOUANNOU, LLC, which Addendum
agreement shall be in substantial conformity with the Parking Lot Lease
Addendum Agreement attached hereto, marked as Exhibit "A" and incorporated
herein by this reference.
Resolution No. 5175
October 5, 2015
Page 1 of 2
Section 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of
this legislation.
Section 3. This resolution shall be in full force and effect upon
passage and signatures hereon.
old,
Signed this day of oa k� , 2015.
CITY OF AUBURN
NANCY S, MAYOR
ATTEST:
Danielle E. Daskam, City Clerk
APP -D TO FORM:
Daniel B. Heid, ity At orney
Resolution No. 5175
October 5, 2015
Page 2 of 2
ADDENDUM TO LEASE
JA
This Addendum to Lease ("Agreement") is made as of this -,"5' day of October, 2015
("Commencement Date") between LEVAN AUBURN DEVELOPMENT, LLC, a Washington limited liability
company and IOUANNOU, LLC, a Washington limited liability company as tenants in common d/b/a
AUB-DEV ASSOCIATES ("Aub-Dev Associates" or "Landlord"), and THE CITY OF AUBURN ("City" or
"Tenant"), amending that certain Parking Lots Lease Dated June 28, 2011, and any amendments or
addenda thereto.
WITNES.SETH:
Whereas, the Bank of Washington ("BOW") is the landlord of premises at 21 S. Division and 36
W. Main, Auburn, Washington legally described in Exhibit A-1 ("Premises"), and depicted on Exhibit A-2,
pursuant to that certain Parking Lots Lease dated July 8, 2011, a copy of which is attached as Exhibit_B
hereto, and amended by Lease Extension Agreement and Addendum to Lease Agreement dated July 11,
2014, a copy of which is attached as Exhibit C hereto,(collective ly, the "Lease"); between the BOW, as
landlord, and the City as tenants.
Whereas, pursuant to a Real Estate Purchase and Sale Agreement (the "PSA") dated September
16,2014, (a) Levan assigned the right to acquire from BOW the Premises and certain other adjacent land
in Auburn, Washington, together with BOW's interest in the Lease to Aub-Dev Associates, (b)
amendments to the Lease in accordance with the teems of this agreement was a condition precedent to
the obligation of Aub-Dev Associates to close the purchase contemplated by the PSA, and (c) Aub-Dev
Associates close of the purchase contemplated by the PSA on April 9, 2015 including an assignment of
the landlord's interest in the lease from the ROW to Aub-Dev Associates: and
Whereas, Aub-Dev Associates, on June 5, 2015, purchased the Honeysett property located at 18
Main, Auburn, Washington legally described in Exhibit A-1 hereto and depicted on Exhibit A-2,
("Honeysett Property")that adjoins Parcel "B" of the Premises and will provide additional parking to the
City;and
Whereas, Aub-Dev Associates and City desire to include in the amendment to the parking lot
lease, for additional parking spaces the premises and 30 West Main St., in Auburn, Washington,
described in as Parcel "B" on Exhibit A-1 hereto and depicted on Exhibit A-2, ("Liquidator's Building
Lot"); and
Whereas, Aub-Dev Associates and the city desire that the Lease be amended as provided herein
since Aub-Dev Associates closed the purchase contemplated by the PSA, and is providing additional
parking spaces to the City.
NOW, THEREFORE, for and in consideration of the mutual promises, covenants and conditions
contained herein, and other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged,Aub-Dev Associates and the City agree as follows:
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1: Amendment to Lease. City and Aub-Dev Associates agree that, other than as expressly provided
herein, effective at all times from and after the Effective Date as set forth herein below, the
Lease is amended as follows:
a. Opening Section.Aub-Dev Associates'is the Landlord.
b. Section 1. Premises.The definition of"Premises" is amended to add the Honeysett property
located at 18 W. main, Auburn, Washington legally described in Exhibit A-1 and depicted on
Exhibit A-2, that is now owned by Aub-Dev Associates, and the Liquidator's Building Lot
legally described as Parcel B in Exhibit A-2.and depicted on Exhibit A-2, and both are now
subject to the Lease.
c-. Section_2:.Term. (i)The term of the Lease is extended so that it expires on the date which is
three (3)years following the Commencement.Date as set forth herein above.
(ii) Landlord may terminate the Lease upon no less than ninety (90) days prior written
notice to Tenant
d: Section 4. Rent.The rent payable by the City shall be$72,000.00 annually payable$6,000.00
monthly on first day of each month commencing at the point in time when the Liquidator
Building has been demolished,the Liquidator Building Lot has been graveled and the parking
spaces on the Honeysett property and the Liquidator Building Lot have been made available
to the City for parking. Prior to the point in time when all four lots (Assessor's parcels
#781570-0135,#781570-0115,781570-0095,and 78157-00110) are available for the City for
parking lot purposes,the City shall continue paying to the Landlord the amount of$2;500.00
per month for the use of parcels#781570=0135 and #781570-0115.
e. Section-21. Taxes. The Tenant shall be. responsible for payment of that portion of the "real
property taxes related to the land only of all four parcels of the Parking_ Lease—(Assessor's
parcels#781 570-0135,#781570-0115,781570-0095,and 78157-00110.
f. No Other Modifications. Except as modified and amended hereby, the Lease remains in full
force and effect as therein stated.
2. Effective Date. As used in this Agreement, the term "Effective Date" shall mean October
2015.
3. Demolition.of Liquidators Building. Aub-Dev Associates will coordinate with the demolition of
the Liquidator's Building located at 21 South Division and 36 West Main, Auburn, Washington
and legally described in Exhibit--A-72 ("Liquidator's Building Lot"), and grade the liquidators
building Lot within sixty (60) days after receipt of all permits and authorizations to demolish the
Liquidators Building to create additional parking -spaces for use by the City under the Lease.
2
4. City's Contribution.The city will cooperate with Aub-Dev Associates to expedite the issuances of
any and all permits and authorizations for demolition of the Liquidator's Building, grading,
graveling, and striping the area previously occupied by the building and surrounding area, and
will pay to Aub-Dev Associates Thirty-Five Thousand Dollars($35,000.00) within five (5) business
days after commencement of the demolition work.
5. Covenant.Aub-Dev Associates intends to work with the City and third-party developers to reach
agreement for development of the Premises sometime in the future.The city acknowledges that
a material factor in Aub-Dev Associates incurring the expenses of demolishing the Liquidator's
Building to provide additional parking is the City's agreement to approve use of gravel and
striping for creation of parking spaces for lease.
6. Payment of Rent. Aub-Dev Associates acknowledges receipt of the lease payments of$2,500.00
for each month of May, June,July, August and September 2015 ($12,500.00) whish amount has
been paid,the receipt of which is hereby acknowledged.
7. Notices. All notices, demands, or other communications which are required or are permitted to
be given under this Agreement shall be in writing and shall be deemed to have been delivered
on the earlier of: (a) the date of actual receipt by personal service, receipt of a facsimile
transmission thereof or receipt by delivery from a commercially recognized overnight courier, or
(b) three (3) days after having been deposited in the U.S. mail, addressed to the parties at the
following addresses or such other addresses as either party may give to the other party by
notice in writing pursuant to the terms of this paragraph:
Levan's Address: Aub-Dev Associates
c/o Steve Levan ,
2441 Horseshoe Canyon Rd.
Los Angeles,CA 90046
Copy to:
John T.John
Pier 70
2801 Alaska Way,Suite 300
Seattle,WA 98121
City's Address: The City of Auburn
Attention: Mayor Backus
25 West Main Street
Auburn,WA 98001
8. Miscellaneous. This Agreement, together with any attached exhibits, is the entire contract
between the parties, and there are no verbal or other agreements which modify or affect this
3
Agreement. In the event suit or action is instituted to interpret or enforce the terms of this
Agreement, the prevailing party shall be entitled to recover from the other party such sum as
the court may adjudge reasonable as attorneys'fees in the preparation of its case at trial,on any
appeal, and on a petition for review, in addition to any other sums provided by law. This
Agreement may be changed only by a writing that is executed and delivered by both Assignor
and Assignee. Time is of the essence of each and every provision of this Agreement. This
Agreement may be executed in any number of counterparts and by different parties on separate
counterparts, each of which when so executed and delivered will be deemed to be an original
and all of which when taken together will constitute one and the same agreement. The legal
descriptions of the Premises are set forth in the documents attached hereto, marked as Exhibit
A Exhibit A-1 and Exhibit A-2 and incorporated herein by this reference. A copy of the
underlying Parking Lots Lease dated June 28, 2011, is attached hereto, marked as Exhibit B and
incorporated herein by this reference.A copy of the Lease Extension Agreement and Addendum
To Lease Agreement, dated August 1, 2014, is attached hereto, marked as Exhibit C and
Incorporated herein by this reference.
IN WITNESS WHEREOF, this Agreement has been executed as of the date first hereinabove.
written.
AUB-DEV ASSOCIATES THE CITY OF AUBURN
By Levan Auburn Development, LLC
By By -�Lin I Ae Idea I
Steve Levan, Managing Member Ilancy Ba s, ayor
IOUANNOU, LLC
By
Joh .John, Mana i g Member
STATE OF )
ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that STEVEN LEVAN is the person who appeared
before me, and said person acknowledged that he signed this instrument, and on oath stated that he
was authorized to execute the instrument and acknowledged it as the managing member of Levan
4
Agreement. In the event suit or action is instituted to interpret or enforce the terms of this
Agreement, the prevailing party shall be entitled to recover from the other party such sum as
the court may adjudge reasonable as attorneys'fees in the preparation of its case at trial,.on any
appeal, and on a petition for review, in addition to any other sums provided by law. This
Agreement may be changed only by a writing that is executed and delivered by both Assignor
and Assignee. Time is of the essence of each and every provision of this Agreement. This
Agreement may be executed in any number of counterparts and by different parties on separate
counterparts, each of which when so executed and delivered will be deemed to be an original
and all of which when taken together will constitute one and the same agreement. The legal
descriptions of the Premises are set forth in the documents attached hereto, marked as Exhibit
A Exhibit A-1 and Exhibit. A-2 and incorporated herein by this reference. A copy of the
underlying Parking Lots Lease dated June 28, 2011, is attached hereto, marked as Exhibit B and
incorporated herein by this reference.A copy of the Lease Extension Agreement and Addendum
To Lease Agreement, dated August '1, 2014, is attached hereto, marked as Exhibit C and
Incorporated herein by this reference.
IN WITNESS WHEREOF, this Agreement has been executed as of the date first hereinabove
written.
AUB-DEV ASSOCIATES THE CITY OF AUBURN
By Levan Auburn Development, LLC
By _ By Nra "10
Steve Levan, Managing Member Nancy Ba s, ayor
IOUANNOU, LLC
By
John T.John, Managing Member
U v
STATE OF
St.
COUNTY OF
I certify that I know or have satisfactory evidence that STEVEN LEVAN is the person who appeared
before me, and said person acknowledged that he signed this instrument, and on oath stated that he
was authorized to execute the instrument and acknowledged it as the managing member of Levan
4
Auburn Development, LLC to be the free and voluntary act of such party for the uses and purposes
mentioned in the instrument.
DATED: ,2015.
(Signature)
(Please print name legibly)
NOTARY PUBLIC in and for the State of
Residing at
My appointment expires:
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that JOHN T.JOHN is the person who appeared before
me, and said person acknowledged that he signed this instrument, and on oath stated that he was
authorized to execute the instrument and acknowledged it as the managing member of IOUANNOU, LLC
to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.
DATED: �1� b , 2015.
(Signature)
MARCIA K. FUJIMOTO
STATE OF WASHINGTON r ` ( tYlO�
NOTARY PUBLIC (Please print name legibly)
MY COMMISSION EXPIRES `'
03-29-18 NOTARY PUBLIC in and for the State of 41 A
Residing at ✓�
My appointment expires: A4104% A, 1-u 18
STATE OF WASHINGTON )
)ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that NANCY BACKUS is the person who appeared
before me, and said person acknowledged that she signed this instrument, and on oath stated that she
5
was authorized to execute the instrument and acknowledged it as the Mayor of the City of Auburn to be
the free and voluntary act of such party for the uses and purposes mentioned in the instrument.
DATED: G-L4k, .5— , 2015.
(Signature)
4 ,�, iZ (Please print name legibly)
�
0++'?OTA' ip4�
NOTARY PUBLIC in and for the State of
TT
� 2 9 d Residing at 4 i4 a
i � 0- 5.1s
i��iwit OF►%!%%1S 1-
1I11tN�%%�%%%% My appointment expires: /D-Z.r 2-0Y S
6
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document.
State of California )
County of LoS A
On ��.-?3�� S ._ before me, Gr L° pore— Y ,
Date J Here Insert Name and Title of the Officer
personally appeared. IJCA V\
Name�*of Signer(
who proved to me on the basis of satisfactory evidence to be the person whose nameksGl3re
subscri ed to the Within instrument and acknow dged to me th e h xecuted the same in
h uthorized capacity(r�sand that b hi er/their signature n he instrument the person(
or the upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
Pi. is true and correct.
TONY RAFAEL FLORES
Commission#2006916 WITNESS my and and o ial s ail.
i , o Notary PuM.-California
los AspM County
MY Comm.10mFeb 10,2017+ i Signat
Signatu of Public
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Documpilit I —(
Title or Type of Document: Document Date:
Number of Pages: _� Signer's) Other Than Named Above:
Capacity CIorped by Signer(s)
Signer's ,kamt.• fVG L C yaV1 Si 's Name:
0 Corporate Officer — Title(s): '_}Corpor icer — Title(s): —
O Partner-- 0 Limited []General �: Partner — 73 L1 ]G
0 Individual 0 Attomey in Fact [_,individual U Atto in Fact
❑Trust 0 Guar ian pr Conservator 0 Trustee i ', uardian onservator
Other 10 ' Other:
Signer Is Repr ntin : Signer epreseriting:
02014 Natiortal'Notary Association•www.Nationafttary.org - 1-800-US NOTARY(1-800-876-6827) Item#5907
EXHIBIT"A-1"
LEGAL DESCRIPTION
PARCEL A
LOT 2, BLOCK 2, TOWN OF SLAUGHTER, EXCEPT THE EAST 4 FEET, ACCORDING TO THE PLAT THEREOF
RECORDED IN VOLUME 2 OF PLATS, PAGE 56, IN KING COUNTY, WASHINGTON, TOGETHER WITH THAT
PORTION OF THE VACATED ALLEY IN SAID BLOCK 2 AS WOULD ATTACH THERETO BY OPERATION OF
LAW, PURSUANT TO ORDINANCE NO. 6193 OF THE CITY OF AUBURN, WASHINGTON, RECORDED UNDER
RECORDING NUMBER 20080912001319.
King County Tax Parcel 7815700095 (18 West Main Street,Auburn,WA 98001- Honeysett Property)
PARCEL B
LOT3, 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 PORTION OF
LOT 4 OF SAID BLOCK 2 LYING EAST OF THE FOLLOWING DESCRIBED LINE; BEGINNING AT A POINT ON
THE NORTH LINE OF SAID LOT FOR A DISTANCE OF 58.02 FEET EAST OF THE NORTHWEST CORNER
THEREOF THENCE SOUTH TO A POINT ON THE SOUTH LINE OF SAID LOT FOR, DISTANCE OF 0.6 FEET
WEST OF THE SOUTHEAST CORNER THEREOF; TOGETHER WITH THAT PORTION OF THE VACATED ALLEY
IN SAID BLOCK 2 AS WOULD ATTACH THERETO BY OPERATION OF LAW, PURSUANT TO ORDINANCE NO.
6193 OF THE CITY OF AUBURN, WASHINGTON, RECORDED UNDER RECORDING NUMBER
20080912001319.
King County Tax Parcel 7815700110 (30 West Main Street,Auburn,WA 98001)
PARCEL C
LOT 4, BLOCK 2,TOWN OF SLAUGHTER,ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 2 OF
PLATS, AT PAGE 56, RECORDS OF KING COUNTY, WASHINGTON; EXCEPTING THEREFROM THAT
PORTION OF SAID LOT FOR LYING EAST OF THE FOLLOWING DESCRIBED LINE; BEGINNING AT A POINT
ON THE NORTH LINE OF SAID LOT FOR A DISTANCE OF 58.02 FEE EAST OF THE NORTHWEST CORNER
THEREOF THENCE SOUTH TO A POINT ON THE SOUTH LINE OF SAID LOT FOR, DISTANCE OF 0.6 FEET
WEST OF THE SOUTHEAST CORNER THEREOF; TOGETHER WITH THAT PORTION OF THE VACATED ALLEY
IN SAID BLOCK 2 AS WOULD ATTACH THERETO BY OPERATION OF LAW, PURSUANT TO ORDINANCE NO.
6193 OF THE CITY OF AUBURN, WASHINGTON, RECORDED UNDER RECORDING NUMBER
20080912001319.
King County Tax Parcel 7815700115 (36 West Main Street,Auburn,WA 98001)
PARCEL D
7
LOTS 7 AND 8, BLOCK 2, TOWN OF SLAUGHTER, ACCORDING TO THE PLATE THEREOF RECORDED IN
VOLUME 2 OF PLATS, AT PAGE 56, RECORDS OF KING COUNTY, WASHINGTON; EXCEPTING THEREFROM
THE MOST EASTERLY 10 FEET OF SAID LOT 8, AS CONVEYED TO THE CITY OF AUBURN BY DEEDS
RECORDED UNDER RECORDING NUMBERS 20100409001191 AND 20110712000838; TOGETHER WITH
THAT PORTION OF THE VACATED ALLEY IN SAID BLOCK 2 AS WOULD ATTACH THERETO BY OPERATION
OF LAW, PURSUANT TO ORDINANCE NO. 6193 OF THE CITY OF AUBURN, WASHINGTON, RECORDED
UNDER RECORDING NUMBER 20080912001319.
King County Tax Parcel 781-5700135 (21 S. Division Street,Auburn,WA 98001)
i
8
EXHIBIT"A-2"
N N
N
C/) Cn U)
Q C
a West Main Street 'N
.�
#7815700115 , 1 larx-' o #7815700095
36 West Mail St. Za (c 18 West Main St.
(Honeysett Property)
#7815700135
#7815700"-6' raD 21 S. Division St.
30 West Mail St.
(Liquidator Property)
1 st.Street SW
E
S
9
EXHIBIT"B"
PARMNGLOTS UASIE
The Bank of WmIlington je4se4to tze-Citj--OfAdb-
MUnkipal corporation CTcnaat1j a3�d.lrdaqnt leases f�ojn UM6
purposes of.public.paddug on.tii.e following terms:
La.ndlord the�-frtllowinz propertie0or
1. Premises. The,,Premises-are comprised c)ftwosoptv ft parking lots,.ons:Iocated
at 21 So.Division Street,Auburn,WA(apo=104:bf Assessor's 1?Mt6l 7�o-7815-70-0135-)
MarldngLoi Al,and the.other located at 36 West Main Street;
- Aabmn,.-WA(A sses
(Assessor's Parcel 791570-0115)("Parking Lot W*), CpUeqti,ely,parilaglols A'and-1
are#f 4;to u
as"the PmIdng Lots"and"the Premises". Th-elegs:description-ofih ' �-.ereir.
as Rihibit.A. - ePA�.L,,O%ii Wached
2. -term of this Lease it thirty six-(3.6):momhs,com=eneing.
Ter The
2011 (the"Co,mmencement Date' gtinon.. efast dav-
yand terrain
of the"rermination P
of th a& -
;'pro d6d,however-th-at
Landlord-may elect tO terminate-the Lease er-tireiyor-aszto one Of tbe;par3cib 'Lcfs tipor,v,-.qtr.x
notice of at least thirty(30)days to Tenant. Upon T=I�Ma:U'on, ''
all-PUS;:4o6 s Owing-by ci-I.:
Party 10 the Othe�O=ninate,-except for th"600!igations that expressly survive,temireAtion,
3. Option to Renew. None.
4. Rent Tenant shaUpay-Landlord,at Landlod's gddress for notice,r=-in the
amount of Two Thousand-Five Hunclied Dollars(S2,500.00):permor--L�-for the Nfjng' Lots,
camaiencing on the Commencement Dre and continuing on the first day of each-uionth dwing
the Term of this Lease. Ifthe Commencement date is-0t1Y-dr'rha=-1hZ&st.day of the mu:r,-,rent
for that month-sUl be prorated based an percentage of days left In the'motih- The-Rent maybe
paid in one payment to Landlord,but sbzUbe apportioned for
follows: seventy five percent(75%)of-he—Rent,or S-1,3. 5.0:pdr shall be fd.--rent-D P-L-o E A,
I .Monti;,
=4 the remaining twenty five percent PIK),or S6,50'permonJ14 shall remt.on"Lat B.
.
5. Triple Net Charges. None charged to Tenant,
6. Late Payment and Interest.if any amount due hereunder from Tepz�it is not
received by Landlord by the date such amount is due a late obame of fiV;'d-.p'
orcent-(5- %',of tile
amotmt due shall ibe charged Ten=t., All amounts ring to
rent shall be assessed interest from ton(19)-days,aft=the duc,dat-,atmne.peicent.(9%)per
annum until paid..
7• -Maintenance. Tenant shall be solely responsible for mair.t@�,g e zt, in
good,repair. This obligation further provides for Tenant; at.its-so the 1) Mses
PITMises in good condition,returning same to landlord at the - lewgiqnsd,to m&zteu the
condition as presently exists,r erd of this lei�e in at leas:as good
normal wear and tear excepted,.
S. Towing of Vehicles. Tenant shall have the right.to tow veEc�Le s at is C-,Vn
PARM0 LOTS LEASE
LA-NbE—WnAu
10
expense and risk from the Parking Lots.
9. Delay in Delivery of Possession. Not applicable:
10. Use.ofPremises.The.Park ng.Lats shall-be-used:forpub7 .pardq—vbicular
access for public parlang, and related uses. tenant.shall•.not:rse tote prEinses foz p.agof
buses:or trucks with a gross.weight,exceeding ten.tho-rAand:(1ii;0�0)pohuds.without I.aadlo;d's
prior written consent: Tenant shau prompt.f comoly wig all leas,o�di:zazce;�,c*;^r;, C
regiiIations affecting t`sc Pacing Lois and their c:eanliness,.safe y,occupa �sx{.�,:t t:s . ? -r sit
WM not perform any act or carry on any.pmctice,tl st may in irre•tlte]?xk g LO:s:or be a
nuisance,or:menace to-adjoini4gtenents: Tenant shali!aot pest atiy outside storage on or about
the Parldng.Lots. Upon termination of the Lease;.Tenant.shall sltmimder;the:Patldng-'LGtS tc,
Landlord in good condition,-normai-wear-and tear excepted.
11. Entry by LandIord. L-andiord shall have the riot at reasonable times,and with
reasonable notice to Tenant in:non-emerges ry,situations,.to;arit'erthe Prerises to insp 1- the
same:or to show the Premises to p.ospeetive buyers,tenants.or lenders:
12. Utilities.Tenant shall arrange and pay for any utilities it chooses for the.Preir.ise:�,
including water,power; sewer,garbage and telephone sersrce,-vhicb shall be separwe y metered
in Tenant's name if delivered.
13. Acceptance of Premises.Tenanthas egxamiued the P &PS 4ts and,ac�4epts
them as being in the condition called forby this;Lease.
14. .?filter:atious,:Mechanics'Liens. alterations may notibe made to 'he Earl ng T., +
without the prior written consent of Landlord, Ten>.nt shall,not per it any meehani .`s.or
rftaterxalmen's liens of any kind to be enforced agairst:the premises for a:iy Work dora or
materials furnished thereon-at:the request of nor.on behalf ofthe Tenant. All costs of
improvements-to make the Parlang"J.ots useable as.a parking`-ot,3f any.,s]ziAZ be bcnne by the
Tenant and shall be constrncied.inaccordance with local laws and codes.
IS. Quiet Conduct and Possession.Neither Tenant-nar Landlord ahaLl cormait or
suffer any waste upon the parlcng Lots or any nuisance or other actor xl, may.dis",Lzb
the quiet enjoyment of anybasiness on the Site.
16. Hazardous Substances.Tit shall met-cause or penxtit any hazardous
substances as defined below to be.b=oughtupon kept or used in or about the premises by Tci4 u,
its agents, employees,contractors or invitees. Tenant shall comply with at federal,state and
local laws ordinances,cod,
odes,regulations,orders and decrees as tbcy now wds' a:are.lterwf;;,r
amended,including all policies,interpretations,guidelines;directions or.recomMendations
relating to industrial hygiene,euvironmem al protection.or the rase,analysis,generation,
manufacture, storage,presence,release,disposal-or tronsportatic3.cf any petroleubx-products.,
f arnrnable,-explosives, asbestos,urea forinaldehy-de;polych;orinatei-i biplt:y �ls,,rad:p3c:iti
materials or waste,or other hazardous,toxic,contaniinating or ng..materia s,substanc- cr
PARMHO LoTSLx Sn ll
PA.GEI F8
LANDLORD LuLs
11
wastes,including anymiaterials defined as"hazardous substances!" 4107
�t:rdous wastes",
"hazardous mW.Orials",-or'cto?dcs.ubstmcee,(corlectively. ,'H=a.dous Materials"t.wide:-ayn-
such Hazardous-Materials Laws and ame-Idmcniv;ffierat.3' .
Tenant-"-defead(%i:h.cou-jscj jeaso-.►0.1y
Landlord and Landloxd'6 offico-is,directors,partars -memb�x, ' .y
mauagq�q,.. . . ...$,emp. ees,,4gerns,
successors and assigns 990inst W and all dlafiwi.UWW,idattaget,cosit�penalties,
forfeitures, losses,obligations,inve' 49A&h costs-,-reMadiation.and-retnovil costs,.Lahjml
pa-t,directlyor
indirectly, from(a)the'presence orteleasoofRazard'ous materials;ii;o.-4 imder,upon-orfrom
the-premises oas_a result oftets-or omissions-of Tenant a its i:MP16yets,-,agents or invitees;:
the tram -reea;
transportation or dispose.oflin-ardous.-Mate" Iaorft
nab -0 1-he Tremises by at.tlic_req ies of
Orin With the Pemlission.of Tenant or its emplw ect,agents,.or*in%,rjf
playees or agents lige 0:�Tenant, IT
Hazardous Materials-Laws.by Tenant,or its;eta the fai Is
employees or agents to-comply mdth'ffie terms-of this�S eztion-16;or.(e)i;je use,storage,
generation or disposal-of RkzardousMatad2k it on-or abouftherpxeiniso.. Tlmrespeck.ve-rights
and obligations ofLandlord and Tenant under this' Se tior- 16shalll si—_vive I
tho expiration:or '
earlier terdIihation of this Lease.
17. Insurance.Ttmmt, at-itsown expense,shall]maintain with CCMP471es
to Landlord,insurance for.the benefit ofLandlord anal'Ten-ant-binfly in.1he arLouut rirat! a!:t
-C
One Million Dollars($1,000,000)per occurrence for liability from UU'Uries-to ex heart of a
person,and in the amount Of at=least Fifty T-hocs=dDoLin,($..50,0.00).per-occw- tnce:for
liability from damage.toproperty, Tenant shall m-mishLudlord with a.certificate oPsuch policy
within 30 days of the Commencement Date and wheneyer-re'- - ' ' -
uired.shV.1 satisfy Landlord that
such policy is in fall force and effect. Such-poUcyshall:.(a)-name-LmuUordasanaddition'4
insured; (b)be primary.and non-colitrilagd4g-with any-insurimce-carri6d byjan4joyd,and(9)
provide thafit shall-noi be canceled or altered without tw
Landlord. entY VO)days'-prior w.nttm-notice to.
18. Ind emnMcatloab}y'Tenant recant shall. ddfend.(btijLgj6gaJ coumBI
reasonably acceptable to La=Uord)And indemnify Landlord,its agents andemploy.
ces from any
claim, expenses,including attorneys fees,or damages of kind.aHsfi,,;Y-'ir_connecti - the
occupancy or use.a f-the 921 013 with
premises by Tenant,its agents,-customers,employees,contractors,
subtenants or assignees;Tenant's breach of--ts obligations under th�s-Lease;or ap y..agtigenx c_r
wrongful act or oinistion-ofTenarI4 its agents,customers,.eC ployces,cQ-ntr4c,t,ors,-sub�te=ts or
assigns. The,provisions of this Section 19 shall,
surviveexp .104ortemauu4,6n of this Leeie
and shall include aLl claims-against-Land:xd-by any Joyce of fo=
emp er emp!m-Ce of'Tar—m'.
Landlord and Tenant'have specificaRy negotiated tbis-proN:!Cion-wad Tenani
any provisions of any industrial insurance art including,Title 51 ofthe;Revised Code 6f
Washington,or any other employee benefit adt which might otherwise operate to release or
immunize Tenant from its Obligations under this Section.18.
19. No Auctions. (intentionally.deleted].
PAPMNG LoTs LEASE
PASE.3 C
LH.ti'DLO 11
WCALS TE14
..e-- .Z
12
20. Landscaping and Signs. TenaAt;shaUTa&.e:n0 other alterafio :or
ns Wiiiow.to
the Paddng Lots landtoaping, other thaw WMAS.-WIPPany sign;Tenant
signs on the Parking Lots without the pxibr veritten.consent of L.amdlord,.If.L.andlord:aUo tel'�c
W&
signs,Tenair,will pay the costs.of-same.
21. Taxes. Tenant shall pay before:delinquent -
q uent any tax,.assessment,fee,,or.
public
charge-payable.for any time:during the Lease term because, Te4adtlslfixftres,fianihio;
appliances an&parsonal property Installed or Tenant will pays all taxes
imposed because of the rent p4y
privDego.tax,excise tAxabld hereun&4 whether as.a.sO=eajed sales iaxi_f*,SACL`6n
,or othm-wise.
- 22. Abandonment. [intentionally dcleted:16.
23. Assignment Landlordmay as3iga its*terest
as to Parking Lot)%;orasto both Parldng'Lois,'Wany p6r.3011or-entityVAthou
Tenant Whean6ti&-dofsurh-assig=en;, , - agrees to attom t " ,flhMdonsent of
01.'M$brassatsignee.
may require Tenant to pay Rent with tNvo cheC$,s,.0ne for cach
?o4 and Tenant lhill.do so.
24. insolvency of Tenant. rmtenfionfiny, 4e
'10.tedl.
.25, . Default.The following sW-be events of default
a. D efault.In Rent. Failure of Tenant to pay_may Tent or other charges VdUn te a
(10) days after written notice that such paymed:was;not received when it is due,
b. Default in Other Coveltnts. Mure.of Tenant tc,comply with azy c'jhIj-Lt7�.!;,,j
of the Leas aaffr.r written notit ' ' 'C
notice Landlord of such default and a retsona7oje' '
o e.,n
urer-
o.
thirty(3Q)days with additional-time for those.events of defi-Litt to"t rtiWnably-subj'ea-vj cure
Nvithinthirty(30) days). Failure of Landlord.loar,,omply" -with any obligation,of-tte Loase-after.
written notice from Tenant of such default and:a reasonable.cUMPeA0CI.-(e.g.di
with additional time,for those events of default not reasonably.I -nibiectto. irty'(30).dayA
days), cure within thiny,(3,D)
26. Remedies on Default.Upon default:-by Tenant La3idlot4=,jy-termit-late
light to Possession ofthe.Parking Lots,upon.wL-ch Tenant seal U
Pa6dng Lots but remain liable-to-Landlord for the value�of '0 htmeealately surrejidez&t�
the Lease for�.hx remam'- ecr of Xte
term of the Lease less any rent obtained by Landlord,for the-Paz jdng, ts.fromaa.�)"
- .-Lo t�i;_-Yenaui
during that term,plu�99 costs ihounedby Landlord to cause Moiber tenant to.lease the P g
Lots. Upon defatilt bY Landlord,Tenant may V immediately s=*zder thd,premigU and fwirinate
the Lease,in which case.Landlord shall be liable�to Tenaaf.jor
e Os!s incurred by'Tenznt to
relocate to comparable premises, including any additional re-at Tena=w' ill.incur for the
remaining tens ofthe lease.
27. Attorneys'Fees and Collection Charges, 11"Tenatt or.La ord sl k unr
action for any relief against the other, declaratory-or otherwifi.6 -a 'sirg out of this Lease.
0 gzu
PAMONG LOTS LF_ksF.
PAGZA
LA-i,,oLoRDjMTL&j.$
13
including,but not limitcd.to,,any suit by,Landlord for-thz-rec-overy of Reat or.pos3eW=.Of the
Parking Lois,the losing par.ty.shali pay:dw
Attorneys' mad paralegal- succesdW Part)r�he*4-costs and-zolmot'aX
'fees-i,zourredlhereforand-sucji axpen�se!�sMl'be..paadwhet.he�.Or-not-
such action.is prosecuted toJudgment
Should d Landlord,without fault.on Landlord's part;be mad' to
iwtituted:by T=ant-or by any third party- 4gainSt Tea- aAt,.or made A.A.PArty. -my-E -ad
f0t,*6 f0re-,16srare Of a:.!-.,lien r-
labor or material.furnished to or�for Tenant or otherwise arising out of or restiltLig-ftmanyzat
or transaction of Tenant,Tenant agrees-.and cOveiaaats to-save and bold Uindl6rd h?_-zrJess rzom
any judgment rendered against Landlord or;the?arldng Lots otazlypart thexeu;and to.(!efi=d
and indemnify Landlord as to any and;all costs.andoex meys' aridpaml.-g_j
.penses,including and court costs,incurred by Landlord in or in cony eotion w-&* Such litigation.
28. Condemnation.Ifniore than twen),&&6-peroer_d�(g A) f! f
.So 0 Ihe oo e
the Parking is condenme&ffir 4g� ;�
a .4 �.Xonara may tetuffnat-,
this Lease with not less Ibaa thirty(3.0)days'written ilotice,,t6.LarAlOnL IftwentLY-five pertent
(25°o or less of the square footage of tke PaTIOng-Lots is takea.0r-=d=ne.d for apubfic-or
quasi7public,or if Tenant chooses not to ternainate thelease Othm-Wise,. hex'the POA:paysble
hereunder shall be adjusted so that the Tenant shall =
be:teqmki�d-to pay for tile-Mit. dbr of�Jie
term only such portion ofsucn.rent as-the-numb-or of-square feet is the part remaha&e after L�_,
condemnation beart to the numbet of square.feefinl e Pail dn =-the.Comnitncevr,,--,It
.g.Lott ':
Date. In the event of a taldng:or condemnation,all--Compensition awarded-for stfch
condemnation or taking shall be paid lo.'Landlard.provided,however,Ter-atighad be midded to
that portion of the award representing-the value of Tenant's leasehold estate and dont.ensaticn-or
damages:5rom the condemning authority for intelrjptioa of fts.busl4P0,;'its fixtures and pe.1=4-
property,or for moving expenses.
29. Notices, :All notices,gat,emenL^.demaad.s.,iequestsicarls.ellts, 4prov�il.---I
authorizations, offers,agreements, appoin=e-nts,or desigaq;t;Qras.uzder thin,Lmseby d;.::her p
to the other shallbe-in wifting and shaU-be sufficiently given azzid served " ."
open the Mher.party,if
sent by certified!nail,return receipt reTaesteJ postage prepaid to the addresses below th=
respective signatures below.
30. No-Waiver.The failure of either.patty t6 enforce,any,breach-of tktis.Least'by
Tenant shall nor.b e a waiver of any subsequent breach.
31. Estoppel Cerd-guates..[intentionally deleted]:.
32. Exclusivity. (intentionally deleted].
33. Miscellaneous.
a. Time is of the essence-of each term of this Leas-,.
b. Subject to Puagraph23,tho term @ visions of Ls Lease si"40"be
PAM NQ LoTs LEAsr-
r A E)i
D=Loir Ua—mLs
14
binding upon and inure to the benefits of the helrs,,ex=utors,2dMir-istratprs,Zlld'=ipis o-"
llullordand'tenant,including purchasers ortlabpr=ises. This Lease QW1r_m.wifhthr_mod.
0. This Leascmq be executed in counterparts-anfl-a&,csir gatue saa,
be as valid as an oH&aj Mae Si _ . .,I
d- Should OZY provision of this Lease be deem=d.uamjjOrreW ,it shall b,_.,
stricken so that the remainder Ofthe LMOAW rcmain.imM force and.effect
IN WITNESS-WHMEoF,L2nd1ord Ondlex=t hm.executed-tbL-lease,as-of the day
-and-year set forth below next to their-respective
names,
LANDLORD:
The Bank ofWasbington. Ile City'
'Of Aubm A Washington bardcing-corporation u
asng=
njunidpal Wqoradon
13Y.
its: —
Dated: -----
Its.. 11.. �.;c
Dated:
Address Ues+
lass AG=S.., ILI si,
State of Washington
)ss
County of King
I certify that 1.1mow or have sad9factoxyevidenza that
the person who appearedi-beforeme,and said person aelmowl'dged that 431&sh )_,signed thi—s
imhvment,On oath stat6d,that he)was authorized to executathe.*striU=x and
acknowledged it as the
free and voluntary act of such Of the Ctty'ofAubun3,'Wa!;bir9Lm,to�e tae
andpu pases.mentioned in the instrument_
Dated I
-Nomry.Pubhc.!n avid for w4 hitL I
Residing.at:.
Commissicn:expires:
?ARMO Lois Le&sE 111j,,
LANOLORDbd'ja
15
State.orwashing= )
c5�o hom ovi )$s
County ofRing )
Xcertify that llaicwor have satinfaetary�.evidence't�at ,�,.F .�,Q�. is
the, arson Rio a earedbefore e) `
P pP said person acki�ovvled�eci teat. he�slie)sidn� t} s
instrument,on oath.stated that a)was ccuWrized to-exect te:the iasttutient.:.zd
admowledged it as-the of The 3azc of Washington to be the fret and
vofintary-act of$uoh party for f t-uses and purposes mentioned a the hw nirnen!.
Dated: r G l
Spa PrIm Nazie:.. .
�Q•, etn�'4~� ltioteryPribl a.mandf.r}Jasliic con
Residzg at: rrrar�aG,
c') y
Commusoon gxpires
,s,�.o� a,.•
w
PAwcNr,LOTS LEAss
PAGE i OF'S
:A'Mto Ixz.ATrs TsrAhrAu[.
16
r,XHMXT"A"
Legal DescrD:jon
Parking Lot A.
Lots 7.and 8,Block:2,TowA of Slaughter=c,,�X&a to tie,1j..tAt tterea,
recorded in Volume 2 ofP)atsi Page 56,Ding-County,WO5jdngtOn.
.
-To,ged=wi&lhat portion oftw-var-attd alley insaid.Blc,-k2�wor<ld
attach by operation of-izw,-PW==t to O.rdin=ce'.N-6.6193 ofCity'of
AubuzU,recorded under RePording.No.200909120013:19,
Excepting therefrom.the most Wterly tan feet thereof
AssessOes Parcel No.781570-0135.
Parking Lot B.
Lot 4,Block 2,Town of Slaughter according to-the.P14-':h=64-rcjc:dc4.
in Volume 2 Of P103,Page 56,Yjag'County,Wasbiagtm
Except that Portion of sald.Lot 4 lying;east-ofthb-fb"1o*kg described line:
Beginning:at a point on the',Nrorth Une,of said Lot 4 a distanze of 58.02
feet East of the Northw'esf comer thereof;a
Thence South to a point ou the South-fine of said Lot 4,,distant-0.6 fqet
West of the Southeast co-mer.thereof.
Together with that P orti a n.of the v.w ated'&Uey in sai d'Bibck.2-as wou ld
attach by operation of law,pursuant-to Ordb=c0Zc,.6193-of City of
Aubiu'4,recorded under Recording No.20080912001319.
Assessor's Tax Parcel' o.781570-01,15.
?A?jUNG LOTS LEASE
LkQMLONITIAAL TeUNTDUTUJ_S
EXHIBIT"C"
17
Lease fttenglOrl:Agreetp ant an d
Addendum to Lea$e Agreetyjajjt-
ThiF.Lease Extvnsion Agree mdfitand Adtlendum tawa4e A&@'%MQM-'(ThO A$reemohf(-was
ckeal-ed-ortjui.y.,11,2024hp-t,wj;yen The Bank df-Washinstart(> ereafter the Lanojortjj oid-rhe
'Clty.lorf-Au burn--(#toregfter tfig,Tenant)rcyt.tIve,propeny
Main,Auburn WA, &—16`New
The Agreement otrtirras that the partles aeree
aftfional
time period of two-years starting fin August 1,2014;pgf.enolng.,Crj julyao..201C
Th,Is lease Yj11II be extended at a.rate of$25001p&ni"th
The agreement binds the Landlord and the Tenartj to th.e terms of the O.rtgimaf
lease dated)ply 8,2011. The-agreement,along with the ani;Offid origisial
ogrebment between berth parties.
Tenant and land1ord agree to fttddktia to Oe Jemi!dated July a
2011:
1)'Tenant It responsible for paytn real estate taxesfor both parcAts,
#78157,0-mOJ35򾴂-0115.), located at 21 S.Division Sr"and 36 W&-'t rMaln'stneel,
respectiVe!y.
21 Tenant is granted access from landlord for U-j,6 of the trash mc[6swur(as Jocated-on the
prem,Les. Tenant assumes responsibility for mintanance during
.
to the trash enclosures which duri.qg.th eje.ase an d/.pr use of Vve,pr*p my: DO
Slared:
'p h
Landk)rd
Date-- ilte"e.S-7 7-r" Lava: X;1- ?.J1!4
18