HomeMy WebLinkAbout5184 RESOLUTION NO. 5 1 8.4
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
EXECUTE A MEMORANDUM OF UNDERSTANDING AND
NEGOTIATE AND EXECUTE A LEASE AGREEMENT FOR A
LEA HILL POLICE SUBSTATION
WHEREAS, the City of Auburn is interested in having a police substation located
in the Lea Hill region of the City; and
WHEREAS, residents of Lea Hill have also requested that a police substation be
located in their neighborhood; and
WHEREAS, the owners of The Seasons at Lea Hill and adjacent properties have
offered to make available suitable premises and improvements for a police substation in
their commercial/residential complex.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. The Mayor is hereby authorized to execute the Memorandum of
Understanding - Police Substation at The Seasons, a copy of which is attached hereto,
denominated as Exhibit A, incorporated herein by this reference, and to negotiate and
execute a lease agreement between the City of Auburn and Escalon LLC in conformity
with the terms set forth in said Memorandum of Understanding.
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.
Resolution No. 5184
November 4, 2015
Page 1
I
DATED and SIGNED this Jffday of 2015.
CITY OF AUBURN
ANCY IT S, Mayor
ATTEST:
Danielle E. Daskam,
City Clerk
APPR D AS TO FORM:
D I B. eid,
City Attorney
Resolution No. 5184
November 4, 2015
Page 2
LEASE AGREEMENT
THIS LEASE AGREEMENT(the"Lease") is entered into this 17'h day of, November, 2015
between
Escalon, LLC, A Washington Limited Liability Company("Landlord"),
and
City of Auburn,Washington,A Washington Municipal Corporation ("Tenant").
Landlord and Tenant agree as follows:
1 LEASE SUMMARY
a. Leased Premises. The leased commercial real estate (the "Premises") outlined on the floor plan attached
as Exhibit A, located on the land legally described on attached Exhibit B, and is commonly known as SUITE A
LOCATED IN THE LEA HILL VILLAGE (THE SEASONS VILLAGE) AT 12722 SE 312TH STREET, AUBURN, WA
98092. The Premises do not include, and Landlord reserves, the exterior walls and roof of the Premises, the land
beneath the Premises, the pipes and ducts, conduits, wires, fixtures, and equipment above the suspended ceiling or
structural elements of the building in which the Premises are located (the "Building''). The Building, the land upon
which it is situated, all other improvements located on such land, and all common areas appurtenant to the Building
are referred to as the "Property. The Project (including the Building), is subject to a Condominium Declaration for
The Seasons, a Condominium, recorded on December 20, 2006, under King County Recorder's No.
200612220001091 and corresponding survey maps and plans (the "Condominium Declaration") and will be subject
and subordinate to the provisions of the Declarations and the other declarations, easement agreements, cost-
sharing agreements, survey maps and plans, bylaws, rules and regulations for the Condominium which affect the
Building, as such are entered into by Landlord or amended from time to time (collectively, the "Condominium
Documents"). Upon request, Landlord agrees to provide Tenant with copies of the most current forms of the
Declarations and the applicable Condominium Documents. Landlord agrees that future modifications of the
Declarations or the Condominium Documents will not materially and adversely affect Tenant's right to use the
Premises for the purposes permitted under this Lease. The square footage of the Premises is estimated to be
1883 rentable square feet. Following completion of the Tenant's Work, the Premises shall be measured in
accordance with the Building Owners and Managers Association International Standards ANSI Z65.1-1996 for the
measurement of commercial office space.
b. Lease Commencement Date.The Lease and all of its corresponding rights and obligations, other than the
payment of rent, shall commence when all of the following requirements have been met("Lease Commencement
Date"):
1. Completion of Landlord's work and delivery of possession to Tenant.
2. Landlord's procurement of building permits
3. In no event, later than 30 days following Landlord's work and delivery of possession.
c. Lease"Termination Date. The Lease shall terminate at midnight on one-hundred (120) months after lease
commencement or such earlier or later date as provided in Section 3 (the"Termination Date").
d. Rent.The monthly rent shall be ® according to the Rent Rider attached hereto. Rent shall be payable at
Landlord's address shown.in Section 1(h) below, or such other place designated in writing by Landlord. The"Rent
Commencement"date is also the"Lease Commencement Date".
e. Prepaid Rent. Upon.execution of this Lease, Tenant shall deliver to Landlord the sum of$1.00 as the 1st year(s)
applicable rent due of the lease.
f. Security Deposit.The tenant shall not be required to pay a security deposit.
g. Permitted Use.The Premises shall be used only for a police substation and community information and meeting
facility.
h. Notice and Payment Addresses:
Landlord: Plaza Center, 10900 NE 8th St., Suite 1200, Bellevue,WA 98004
Phone: 425-453-9556 Fax: 425-453-9566
Tenant: 25 West Main Street
Auburn,WA 98001
Phone: 253-931-3041 Fax: 253-288-3132
i.Tenant's Pro Rata Share. N/A
2 PREMISES
Landlord leases to Tenant, and Tenant leases from Landlord the Premises upon the terms specified in this Lease.
3 TERM
a. Commencement Date. The Lease shall commence on the date specified in Section 1(b), or
on such earlier or later date as may be specified by written notice delivered by Landlord to
Tenant advising Tenant that the Premises are ready for possession and specifying the
Commencement Date,which shall not be less than thirty 30 days (30 if not filled in) following the
date of such notice. If Tenant occupies the Premises before the Commencement Date specified
in Section 1(b),then the Commencement Date shall be the date of occupancy. If Landlord acts
diligently to make the Premises available to Tenant, neither Landlord nor any agent-or employee
of Landlord shall be liable for any damage or loss due to Landlord's inability or failure to deliver
possession of the Premises to Tenant as provided in this Lease. The Termination Date shall be
modified upon any change in the Commencement Date so that the length of the Lease term is
not changed. If Landlord does not deliver possession of the Premises to Tenant within sixty (60)
days (60 if not filled in) after the date specified in Section 1(b), Tenant may elect to cancel this
Lease by giving written notice to Landlord within 10 days after such time period ends. 9 Tenant
gives such notice, the Lease shall be cancelled, all prepaid rent and security deposits shall be
refunded to tenant, and neither Landlord nor Tenant shall have any further obligations to the
other. The first "Lease Year" shall commence on the Commencement Date and shall end on
the date which is twelve (12) months from the end of the month inwhich the Commencement
Date occurs. Each successive Lease Year during the initial term and any extension terms shall be
twelve (12) months, commencing on the first day following the end of the preceding Lease Year,
except that the last Lease Year shall end on the Termination Date.
b. Tenant Obligations. To the extent Tenant's tenant improvements are not completed in time for the Tenant to
occupy or take possession of the Premises on the Commencement Date due to the failure of Tenant to fulfill any of
its obligations under this Lease; the Lease shall nevertheless commence on the Commencement Date.
Except as specified elsewhere in this Lease, Landlord makes no representations or warranties to Tenant regarding
the Premises, including the structural condition of the Premises and the condition of all mechanical, electrical, and
other systems on the Premises. Except for any tenant improvements described on attached Exhibit C to be
completed by Landlord (defined therein as"Landlord's Work"), Tenant shall be responsible for performing any work
necessary to bring the Premises into condition satisfactory to Tenant. By signing this Lease, Tenant acknowledges
that it has had adequate opportunity to investigate the Premises, acknowledges responsibility for making any
corrections, alterations and repairs to the Premises (other than the Landlord's Work), and acknowledges that the
time needed to complete any such items shall not delay the Commencement Date.
Attached Exhibit C sets forth all Landlord's Work which is to be performed on the Premises. Responsibilities for
design, payment and performance of all such work shall be as set forth on attached Exhibit C. If Tenant fails to
notify Landlord of any non-latent defects in the Landlord's Work within ten (10) days of delivery of possession to
Tenant, Tenant shall be deemed to have accepted the Premises in their then condition. If Tenant discovers any
major defects in the Landlord's Work during this 10-day period that would prevent Tenant from using the Premises
for its intended purpose, Tenant shall so notify Landlord in writing and the Commencement Date shall be delayed
until after Landlord has corrected the major defects and Tenant has had five (5) days to inspect and approve the
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Premises after Landlord's correction of such defects. The Commencement Date shall not be delayed if Tenant's
inspection reveals minor defects in the Landlord's Work that will not prevent Tenant from using the Premises for
their intended purpose. Tenant shall prepare a punch list of all minor defects and provide the punch list to Landlord.
Landlord shall promptly correct all punch list items. At the time of delivery Landlord agrees to disclose any known
defects in the Building, Premises, or related systems serving the same.
4 RENT
Tenant shall pay Landlord without demand, deduction or offset, in lawful money of the United States, the annual
rental stated in Section 1(d) in advance on or before the first day of March during the Lease Term beginning on the
Commencement Date and any other additional payments due to Landlord (collectively the "Rent") when required
under this Lease. Payments for any partial month at the beginning or end of the Lease term shall be prorated.
Landlord's acceptance of less than the full amount of any payment due from Tenant shall not be deemed an accord
and satisfaction or compromise of such payment unless Landlord specifically consents in writing to payment of such
lesser sum as an accord and satisfaction or compromise of the amount which Landlord claims.
5 SECURITY DEPOSIT
The language in this section is removed.
6 USES
The Premises shall be used only for the use(s) specified in Section 1(g) above (the"Permitted Use"), and for no
other business or purpose without the prior written consent of Landlord. No act shall be done on or around the
Premises that is unlawful or that will increase the existing rate of insurance on the Premises or the Building, or
cause the cancellation of any insurance on the Premises or the Building. Tenant shall not commit or allow to be
committed any waste upon the Premises, or any public or private nuisance. Tenant shall not do or permit anything
to be done in the Premises or on the Property which will obstruct or interfere with the rights of other tenants or
occupants of the Property, or their customers, clients and visitors, or to injure or annoy such persons.
7 COMPLIANCE WITH LAWS
Tenant shall not cause or permit the Premises to be used in any way which violates any law, ordinance, or
governmental regulation or order. Landlord represents to Tenant, to the best of Landlord's knowledge, that with the
exception of any Tenant's Work, as of the Commencement Date, the Premises comply with all applicable laws,
rules, regulations, or orders, including without limitation, the Americans With Disabilities Act, if applicable, and
Landlord shall be responsible to promptly cure any noncompliance which existed on the Commencement Date.
Tenant shall be responsible for complying with all laws applicable to the Premises as a result of Tenant's particular
use, such as modifications required by the Americans With Disabilities Act as a result of Tenant opening the
Premises to the public as a place of public accommodation.. If the enactment or enforcement of any law, ordinance,
regulation or code during the Lease term requires any changes to the Premises during the Lease term, the Tenant
shall perform all such changes at its expense if the changes are required due to the nature of Tenant's activities at
the Premises, or to alterations that Tenant seeks to make to the Premises; otherwise, Landlord shall perform all
such changes at its expense.
8 OPERATING COSTS
a. Definition. The language in this section is removed.
b.Type of Payment:
® MODIFIED GROSS. Tenant is not responsible for a Pro Rata Share of Operating Costs. Gross rent-to be paid
is detailed in the rent rider.
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9 UTILITIES AND SERVICES
Landlord will pay for water, sewer, trash, gas, and electricity utilities.
Tenant will agree to recycle according to Landlord standards. Tenant will, at its own expense, dispose of excess
waste, medical waste and hazardous waste. Tenant is responsible for janitorial services to the Premises.
Tenant shall furnish and pay, at Tenant's sole expense, all other utilities (including, but not limited to, telephone and
cable service if available) and other services which Tenant requires with respect to the Premises, except those to
be provided by Landlord as described above. Notwithstanding the foregoing, if Tenant's use of the Premises incurs
utility service charges which are above ordinary usage, Landlord reserves the right to require Tenant to pay a
reasonable additional charge for such usage. For example, where Tenant installs and uses a number of electronic
devices which is greater than normal, the increased usage may result in higher electrical charges and increased
charges for cooling since overheating of rooms may result.
10 TAXES
Tenant shall pay all taxes, assessments, liens and license fees("Taxes") levied, assessed or imposed by any
authority having the direct or indirect power to tax or assess any such liens, by reason of Tenant's use of'the
Premises, and all Taxes on Tenant's personal property located on the Premises. Landlord shall pay all Taxes with
respect to the Building and the Project, including any Taxes resulting from a reassessment of the Building or the
Project due to a change of ownership or otherwise, which shall be included in Operating Costs.
11 COMMON AREAS
a. Definition. The term"Common Areas" means all areas, facilities and building systems that are provided and
designated from time to time by Landlord for the general non-exclusive use and convenience of Tenant with other
tenants and which are not leased or held for the exclusive use of a particular tenant. Common Areas may, but do
not necessarily include, hallways, entryways, stairs, elevators, driveways, walkways, terraces, docks, loading areas,
restrooms, trash facilities, parking areas and garages, roadways, pedestrian sidewalks, landscaped areas, security
areas, lobby or mall areas, common heating, ventilating and air conditioning systems, common electrical service,
equipment and facilities, and common mechanical systems, equipment and facilities. Tenant shall comply with
reasonable rules and regulations concerning the use of the common areas adopted by Landlord from time to time,
provided such rules and regulations do not alter the terms of this Lease or materially interfere with Tenant's use of
the Premises.Without advance notice to Tenant and without any liability to Tenant, Landlord may change the size,
use, or nature of any common areas, erect improvements on the Common Areas or convert any portion of the
Common Areas to the exclusive use of Landlord or selected tenants, so long as Tenant is not thereby deprived of
the substantial benefit of the Premises. Landlord reserves the use of exterior walls and the roof, and the right to
install, maintain, use, repair and replace pipes, ducts, conduits, and wires leading through the Premises in areas
which will not materially interfere with Tenant's use thereof.
b. Use of the Common Areas. Tenant shall have the non-exclusive right in common with such other tenants to
whom Landlord has granted or may grant such rights to use the Common Areas. Tenant shall abide by rules and
regulations adopted by Landlord from time to time and shall use its best efforts to cause its employees, contractors,
and invitees to comply with those rules and regulations, and not interfere with the use of Common Areas by others.
c. Maintenance of Common Areas. Landlord shall maintain the.Common Areas in good order, condition and
repair.
d. Declarations and the Condominium Documents: Notwithstanding other provisions in this Lease, the Project
and Building Common Areas shall be established as set forth in the Declarations and the Condominium
Documents.
12 ALTERATIONS
Tenant may make alterations, additions or improvements to the Premises, including any Tenant's Work identified�on
attached Exhibit C ("Alterations"), with the prior written consent of Landlord. The term"Alterations" shall not include
the installation of shelves, movable partitions, Tenant's equipment, and trade fixtures which may be performed
without damaging existing improvements or the structural integrity of the Premises, and Landlord's consent shall not
be required for Tenant's installation of those items. Tenant shall complete all Alterations at Tenant's expense in
compliance with all applicable laws and in accordance with plans and specifications approved by Landlord, using
contractors approved by Landlord, and in a manner so as to not unreasonably interfere with other tenants.
Landlord shall be deemed the owner of all Alterations. If requested by Landlord, other than the Tenant's Work,
Tenant shall remove all Alterations at the end of the Lease term. Tenant shall immediately repair any damage to the
Premises caused by removal of Alterations. Notwithstanding anything to the contrary, Tenant may use the
Franchisor's standard interior decor.
13 REPAIRS AND MAINTENANCE
Tenant shall, at its sole expense, maintain the interior portion of the Premises in good condition and promptly make
all non-structural repairs and replacements necessary to keep the Premises safe and in good condition, including all
utilities and other systems located within and exclusively serving the Premises. Landlord shall maintain and repair
the Building structure, foundation, exterior walls, and roof, and the Common Areas, the cost of which shall be
included as an Operating Cost. Additionally, Landlord shall be responsible for all maintenance and repair of the
HVAC systems. Tenant shall not damage any demising wall or disturb the structural integrity of the Premises and
shall promptly repair any damage or injury done to any such demising walls or structural elements caused by
Tenant or its employees, agents, contractors, or invitees. If Tenant fails to maintain or repair the Premises,
Landlord may enter the Premises and perform such repair or maintenance on behalf of Tenant. In such case,
Tenant shall be obligated to pay to Landlord immediately upon receipt of demand for payment, as additional Rent,
all costs incurred by Landlord. Notwithstanding anything in this Section to the contrary, Tenant shall not be
responsible for any repairs to the Premises made necessary by the negligence or willful misconduct of Landlord or
its agents, employees, contractors or invitees therein.
Upon expiration of the Lease term, whether by lapse of time or otherwise, Tenant shall promptly and peacefully
surrender the Premises, together with all keys, to Landlord in as good condition as when received by Tenant from
Landlord or as thereafter improved, reasonable wear and tear and insured casualty excepted.
14 ACCESS AND RIGHT OF.ENTRY
After 24 hours notice from Landlord (except in cases of emergency, where no notice is required), Tenant shall
permit Landlord and its agents, employees and contractors to enter the Premises at all reasonable times to make
repairs, alterations, improvements or inspections. This Section shall not impose any repair or other obligation upon
Landlord not expressly stated elsewhere in this Lease. After reasonable notice to Tenant, Landlord shall have the
right to enter the Premises for the purpose of showing the Premises to prospective purchasers or lenders at any
time, and to prospective tenants within 180 days prior to the expiration or sooner termination of the Lease term, and
for posting"for lease" signs within 180 days prior to the expiration or sooner termination of the Lease term. In
connection with any entry onto the Premises, Landlord shall assure conformance with all applicable statutes,
ordinances and regulations for protection of patient privacy, including without limitation HIPAA, and shall assure
adequate protection for all of Tenant's confidential and proprietary materials and information.
15 SIGNAGE& PROMOTIONS
Tenant shall obtain Landlord's written consent before installing any signs upon Premises. Tenant shall install any
approved signage at Tenant's sole expense and in compliance with all applicable laws. Tenant shall not damage or
deface the Premises in installing or removing signage and shall repair any injury or damage to the Premises caused
by such installation or removal. Tenant may install a sign on building facade above Premises to the maximum size
and amount allowed by code and so long as it meets Landlord's approval. Landlord grants Tenant the right to place
professionally made banners on the building for promotional events such as"Grand Opening", "Anniversary Sales"
etc. The Tenant will be responsible for the installation and repair any damage if any is caused by such promotional
banners. Notwithstanding anything in this lease to the contrary, Tenant may use the Franchisor's standard logo
and colors.
16 DESTRUCTION OR CONDEMNATION
a. Damage and Repair. If the Premises or the portion of the Property necessary for Tenant's occupancy are
partially damaged but not rendered untenantable, by fire or other insured casualty, then Landlord shall diligently
restore the Premises and the portion of the Property necessary for Tenant's occupancy and this Lease shall not
terminate; provided, however, Tenant may terminate the Lease if Landlord is unable to restore the Premises within
six (6) months of the casualty event. The Premises or the portion of the Property necessary for Tenant's occupancy
shall not be deemed untenantable if less than twenty-five percent(25%) of the portion of the Property necessary for
Tenant's occupancy or ten percent (10%) of the Premises are damaged. Notwithstanding the foregoing, Landlord
shall have no obligation to restore the Premises or the portion of the Property necessary for Tenant's occupancy if
insurance proceeds are not available to pay the entire cost of such restoration. If insurance proceeds are available
to Landlord but are not sufficient to pay the entire cost of restoration, then Landlord may elect to terminate this
Lease and keep the insurance proceeds, by notifying Tenant within sixty(60) days of the date of such casualty.
If the Premises, the portion of the Property necessary for Tenant's occupancy, or 50% or more of the rentable area
of the Property are entirely destroyed, or partially damaged and rendered untenantable, by fire or other casualty,
Landlord may, at its option:'(a)terminate this Lease as provided herein, or(b) restore the Premises and the portion
of the Property necessary for Tenant's occupancy to their previous condition; provided, however, if such casualty
event occurs during the last 6 months of the Lease term (after considering any option to extend the term timely
exercised by Tenant) then either Tenant or Landlord may elect to terminate the Lease. If, within 60 days after
receipt by Landlord from Tenant of written notice that Tenant deems the Premises or the portion of the Property
necessary for Tenant's occupancy untenantable, Landlord fails to notify Tenant of its election to restore those
areas, or if Landlord is unable to restore those areas within six (6) months of the date of the casualty event, then
Tenant may elect to terminate the Lease.
If Landlord restores the Premises or the Property under this Section 16(a), Landlord shall proceed with reasonable
diligence to complete the work, and the Rent shall be abated in the same proportion as the untenantable portion of
the Premises bears to the whole Premises, provided that there shall be a rent abatement only if the damage or
destruction of the Premises or the Property did not result from, or was not substantially contributed to directly or
indirectly by the act, fault or neglect of Tenant, or Tenant's officers, contractors, licensees, subtenants, agents,
servants, employees, guests, invitees or visitors. Provided, Landlord complies with its obligations under this
Section, no damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or
annoyance directly, incidentally or consequentially arising from any repair or restoration of any portion of the
Premises or the Property. Landlord will not carry insurance of any kind for the protection of Tenant or any
improvements paid for by Tenant or as provided in Exhibit C or on Tenant's furniture or on any fixtures, equipment,
improvements or appurtenances of Tenant under this Lease, and Landlord shall not be obligated to repair any
damage thereto or replace the same unless the damage is caused by Landlord's negligence or willful misconduct.
b. Condemnation. If the Premises, the portion of the Property necessary for Tenant's occupancy, or 50% or more
of the rentable area of the Property are made untenantable by eminent domain, or conveyed under a threat of
condemnation, this Lease shall terminate at the option of either Landlord or Tenant as of the earlier of the date title
vests in the condemning authority or the condemning authority first has possession of the Premises or the portion
of the Property and all Rents and other payments shall be paid to that date. In case of taking of a part of the
Premises or the portion of the Property necessary for Tenant's occupancy that does not render those areas
untenantable, then this Lease shall continue in full force and effect and the Rent shall be equitably reduced based
on the proportion by which the floor area of any structures is reduced, such reduction in Rent to be effective as of
the earlier of the date the condemning authority first has possession of such portion or title vests in the
condemning authority. The Premises or the portion of the Property necessary for Tenant's occupancy shall not be
deemed untenantable if less than twenty-five percent (25%) of the portion of the Property necessary for Tenant's
occupancy and ten percent (10%) of the Premises each of those areas are condemned. Landlord shall be entitled
to the entire award from the condemning authority attributable to the value of the Premises or the Property and
Tenant shall make no claim for the value of its leasehold. Tenant shall be permitted to make a separate claim
against the condemning authority for moving expenses or damages resulting from interruption in its business,
provided that in no event shall Tenant's claim reduce Landlord's award.
17 INSURANCE
Prior to Tenant taking possession of the Premises, Landlord shall receive a copy of Tenant's insurance certificate of
coverage pursuant to the verbiage below.
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a. Liability Insurance. During the Lease term, Tenant shall pay for and maintain commercial general liability
insurance with broad form property damage and contractual liability endorsements. This policy shall name Landlord
as an additional insured, and shall insure Tenant's activities and those of Tenant's employees, officers, contractors,
licensees, agents, servants, employees, guests, invitees or visitors with respect to the Premises against loss,
damage or liability for personal injury or death or loss or damage to property with a combined single limit of not less
than $1,000,000. The insurance will be non-contributory with any liability insurance carried by Landlord.
b.Tenants Insurance. During the Lease term, Tenant shall pay for and maintain replacement cost fire and
extended coverage insurance, with vandalism and malicious mischief, and sprinkler leakage, in an amount sufficient
to cover not less than 100%of the full replacement cost, as the same may exist from time to time, of all of Tenant's
personal property, fixtures, equipment and tenant improvements.
c. Miscellaneous. Insurance required under this Section shall be with companies rated A-V or better in Best's
Insurance Guide, and which are authorized to transact business in the State of Washington. No insurance policy
shall be cancelled or reduced in coverage and each such policy shall provide that it is not subject to cancellation or
a reduction in coverage except after thirty (30) days' prior written notice to Landlord. Tenant shall deliver to
Landlord upon commencement of the Lease and from time to time thereafter, copies of the insurance policies or
certificates of insurance and copies of endorsements required by this Section. In no event shall the limit of such
policies be considered as limiting the liability of Tenant under this Lease.
d. Landlord Insurance. Landlord shall carry special form extended coverage fire insurance of the building shell
and core in the amount of their full replacement value, and such other insurance of such types and amounts as
Landlord, in its discretion, shall deem reasonably appropriate. Landlord does not intend to carry earthquake
insurance. The cost of any such insurance may be included in the Operating Costs by a"blanket policy" insuring
other parties and/or locations in addition to the Building, in which case the portion of the premiums therefore
allocable to the Building and Project shall be included in the Operating Costs. In addition to the foregoing, in the
event Tenant fails to provide or keep in force any of the insurance as required above, Landlord, in its discretion,
may provide such insurance, in which event, the cost thereof shall be payable by Tenant to Landlord as additional
rent on the first day of the calendar month immediately following demand therefore from Landlord.
e.Waiver of Subrogation. Landlord and Tenant hereby release each other and any other tenant, their agents or
employees, from responsibility for, and waive their entire claim of recovery for any loss or damage arising from any
cause covered by insurance required to be carried by each of them. Each party shall provide notice to the insurance
carrier or carriers of this mutual waiver of subrogation, and shall cause its respective insurance carriers to waive all
rights of subrogation against the other. This waiver shall not apply to the extent of the deductible amounts to any
such policies or to the extent of liabilities exceeding the limits of such policies.
18 INDEMNIFICATION
Tenant shall defend, indemnify, and hold Landlord harmless against all liabilities, damages, costs, and expenses,
including attorneys' fees, for personal injury, bodily injury (including death) or property damage arising from any
negligent or wrongful act or omission of Tenant or Tenant's officers, contractors, licensees, agents, servants,
employees, guests, invitees, or visitors on or around the Premises, or arising from any breach of this Lease by
Tenant. Tenant shall use legal counsel acceptable to Landlord in defense of any action within Tenant's defense
obligation.
Landlord shall defend, indemnify and hold Tenant harmless against all liabilities, damages, costs, and expenses,
including attorneys' fees for personal injury, bodily injury (including death) or property damage arising from any
negligent or wrongful act or omission of Landlord or Landlord's officers, contractors, licensees, agents, servants,
employees, guests, invitees, or visitors on or around the Premises, or arising from any breach of this Lease by
Landlord. Landlord shall use legal counsel acceptable to Tenant in defense of any action within Landlord's defense
obligation. The provisions of this Section 18 shall survive expiration or termination of this Lease.
19 ASSIGNMENT AND SUBLETTING
The following provision(s) shall not apply to an assignment/sublease authorized by the attached Rider
Tenant shall not assign, sublet, mortgage, encumber or otherwise transfer any interest in this Lease (collectively
referred to as a "Transfer") or any part of the Premises, without first obtaining Landlord's written consent. No
Transfer shall relieve Tenant of any liability under this Lease notwithstanding Landlord's consent to such Transfer.
Consent to any Transfer shall not operate as a waiver of the necessity for Landlord's consent to any subsequent
Transfer.
If Tenant is a partnership, limited liability company, corporation, or other entity, any transfer of this Lease by merger,
consolidation, redemption or liquidation, or any change(s) in the ownership of, or power to vote, which singularly or
collectively represents a majority of the beneficial interest in Tenant, shall constitute a Transfer under this Section.
As a condition to Landlord's approval, if given, any potential assignee or sublessee otherwise approved by Landlord
shall assume all obligations of Tenant under this Lease and shall be jointly and severally liable with Tenant and any
guarantor, if required, for the payment of Rent and performance of all terms of this Lease. In connection with any
Transfer, Tenant shall provide Landlord with copies of all assignments, subleases and assumption instruments.
20 LIENS
Tenant shall keep the Premises free from any liens created by or through Tenant. Tenant shall indemnify and hold
Landlord harmless from liability for any such liens including, without limitation, liens arising from any Alterations. If
a lien is filed against the Premises by any person claiming by, through or under Tenant, Tenant shall, upon request
of Landlord, at Tenant's expense, immediately furnish to Landlord a bond in form and amount and issued by a
surety satisfactory to Landlord, indemnifying Landlord and the Premises against all liabilities, costs and expenses,
including attorneys' fees, which Landlord could reasonably incur as a result of such lien(s).
21 DEFAULT -
The following occurrences shall each be deemed an Event of Default by Tenant:
a. Failure to Pay. Tenant fails to pay any sum, including_ Rent, due under this Lease following ten (10) business
days written notice from Landlord of the failure to pay.
b.Abandonment. Tenant abandons the Premises. Tenant's abandonment of the Premises shall not be subject to
any notice or right to cure. Landlord acknowledges that Tenant shall have the right to close the business temporarily
in order to retake the premises from the Franchisee. However, the Premises shall not be closed for more than thirty
(30)days.
c. Insolvency. Tenant becomes insolvent, voluntarily or involuntarily bankrupt, or a receiver, assignee or other
liquidating officer is appointed for Tenant's business, provided that in the event of any involuntary bankruptcy or
other insolvency proceeding, the existence of such proceeding shall constitute an Event of Default only if such
proceeding is not dismissed or vacated within 60 days after its institution or commencement.
d. Levy or Execution. Tenant's interest in this Lease or the Premises, or any part thereof, is taken by execution or
other process of law directed against Tenant, or is taken upon or subjected to any attachment by any creditor of
Tenant, if such attachment is not discharged within 15 days after being levied.
e. Other Non-Monetary Defaults. Tenant breaches any agreement, term or covenant of this Lease other than one
requiring the payment of money and not otherwise enumerated in this Section, and the breach continues for a
period of 30 days after written notice by Landlord to Tenant of the breach. If the nature of Tenant's default is such
that more than 30 days are reasonably required for its cure, then a default shall not be deemed to occur if Tenant
shall commence such cure within said 30 day period and shall thereafter diligently prosecute_such cure to
completion.
f. Failure to Take Possession. Tenant fails to take possession of the Premises on the Commencement Date.
22 REMEDIES
Landlord shall have the following remedies upon an Event of Default. Landlord's rights and remedies under this
Lease shall be cumulative, and none shall exclude any other right or remedy allowed by law.
a. Termination of Lease. Landlord may terminate Tenant's interest under the Lease, but no act by Landlord other
than written notice of termination from Landlord to Tenant shall terminate this Lease. The Lease shall terminate on
the date specified in the notice of termination. Upon termination of this Lease, Tenant will remain liable to Landlord
for damages in an amount equal to the rent and other sums that would have been owing by Tenant under this
Lease for the balance of the Lease term, less the net proceeds, if any, of any reletting of the Premises by Landlord
subsequent to the termination, after deducting all Landlord's Reletting Expenses (as defined below). Landlord shall
be entitled to either collect damages from Tenant monthly on the days on which rent or other amounts would have
been payable under the Lease, or alternatively, Landlord may accelerate Tenant's obligations under the Lease and
recover from Tenant: (i) unpaid rent which had been earned at the time of termination; (ii) the amount by which the
unpaid rent which would have been earned after termination until the time of award exceeds the amount of rent loss
that Tenant proves could reasonably have been avoided; (iii)the amount by which the unpaid rent for the balance of
the term of the Lease after the time of award exceeds the amount of rent loss that Tenant proves could reasonably
be avoided (discounting such amount by the discount rate of the Federal Reserve Bank of San Francisco at the
time of the award, plus 1%); and (iv) any other amount necessary to compensate Landlord for all the detriment
proximately caused by Tenant's failure to perform its obligations under the Lease, or which in the ordinary course
would be likely to result from the Event of Default, including without limitation Reletting Expenses described in
Section 22b.
b. Re-Entry and Reletting. Landlord may continue this Lease in full force and effect and without demand or notice,
re-enter and take possession of the Premises or any part thereof, expel the Tenant from the Premises and anyone
claiming through or under the Tenant, and remove the personal property of either. Landlord may relet the
Premises, or any part of them, in Landlord's or Tenant's name for the account of Tenant, for such period of time and
at such other terms and conditions, as Landlord, in its discretion, may determine. Landlord may collect and receive
the rents for the Premises. Re-entry or taking possession of the Premises by Landlord under this Section shall not
be construed as an election on Landlord's part to terminate this Lease, unless a written notice of termination is
given to Tenant. Landlord reserves the right following any re-entry or reletting, or both, under this Section to
exercise its right to terminate the Lease. Tenant will pay Landlord the rent and other sums which would be payable
under this Lease if repossession had not occurred, less the net proceeds, if any, after reletting the Premises, after
deducting Landlord's Reletting Expenses. "Reletting Expenses" is defined to include all expenses incurred by
Landlord in connection with reletting the Premises, including without limitation, all repossession costs, brokerage
commissions, attorneys'fees, remodeling and repair costs, and costs for removing and storing Tenant's property
and equipment.
c.Waiver of Redemption Rights. Tenant, for itself, and on behalf of any and all persons claiming through or
under Tenant, including creditors of all kinds, hereby waives and surrenders all rights and privileges which they may
have under any present or future law, to redeem the Premises or to have a continuance of this Lease for the Lease
term, as it may have been extended.
d. Nonpayment of Additional Rent. All costs which Tenant agrees to pay to Landlord pursuant to this Lease shall
in the event of nonpayment be treated as if they were payments of Rent, and Landlord shall have all the rights
herein provided for in case of nonpayment of Rent.
e. Failure to Remove Property. If Tenant fails to remove any of its property from the Premises at Landlord's
request following an uncured Event of Default, Landlord may, at its option, remove and store the property at
Tenants expense and risk. If Tenant does not pay the storage cost within twenty(20) days of Landlord's request,
Landlord may, at its option, have any or all of such property sold at public or private sale(and Landlord may
become a purchaser at such sale), in such manner as Landlord deems proper, without notice to Tenant. Landlord
shall apply the proceeds of such sale: (i)to the expense of such sale, including reasonable attorneys'fees actually
incurred; (ii)to the payment of the costs or charges for storing such property; (iii)to the payment of any other sums
of money which may then be or thereafter become due Landlord from Tenant under any of the terms hereof; and
(iv)the balance, if any, to Tenant. Nothing in this Section shall limit Landlord's right to sell Tenant's personal
property as permitted by law or to foreclose Landlord's lien for unpaid rent.
23 MORTGAGE SUBORDINATION AND ATTORNIVIENT
This Lease shall automatically be subordinate to any mortgage or deed of trust created by Landlord which is now
existing or hereafter placed upon the Premises including any advances, interest, modifications, renewals,
replacements or extensions ("Landlord's Mortgage"), provided the holder of any Landlord's Mortgage or any
person(s)acquiring the Premises at any sale or other proceeding under any such Landlord's Mortgage shall elect to
continue this Lease in full force and effect. Tenant shall attorn to the holder of any Landlord's Mortgage or any
person(s) acquiring the Premises at any sale or other proceeding under any Landlord's Mortgage provided such
person(s) assume the obligations of Landlord under this Lease. Tenant shall promptly and in no event later than
fifteen (15) days after request execute, acknowledge and deliver documents which the holder of any Landlord's
Mortgage may reasonably require as further evidence of this subordination and attornment. Notwithstanding the
foregoing, Tenant's obligations under this Section are conditioned on the holder of each Landlord's Mortgage and
each person acquiring the Premises at any sale or other proceeding under any such Landlord's Mortgage not
disturbing Tenant's occupancy and other rights under this Lease, so long as no uncured Event of Default exists.
24 NON-WAIVER
Landlord's waiver of any breach of any term contained in this Lease shall not be deemed to be a waiver of the same
term for subsequent acts of Tenant. The acceptance by Landlord of Rent or other amounts due by Tenant
hereunder shall not be deemed to be a waiver of any breach by Tenant preceding such acceptance.
25 HOLDOVER
If Tenant shall, without the written consent of Landlord, hold over after the expiration or termination of the Term,
such tenancy shall be deemed to be on a month-to-month basis and may be terminated according to Washington
law. During such tenancy, Tenant agrees to pay to Landlord 150%the rate of rental last payable under this Lease,
unless a different rate is agreed upon by Landlord. All other terms of the Lease shall remain in effect.
26 NOTICES
All notices under this Lease shall be in writing and effective (i)when delivered in person,
(ii)three(3)days after being sent by registered or certified mail to Landlord or Tenant, as the case may be, at the
Notice Addresses set forth in Section 1(h); or(iii) upon confirmed transmission by facsimile to such persons at:the
facsimile numbers set forth in Section 1(h)or such other addresses/facsimile numbers as may from time to time be
designated by such parties in writing.
27 COSTS AND ATTORNEYS' FEES
If Tenant or Landlord engage the services of an attorney to collect monies due or to bring any action for any relief
against the other, declaratory or otherwise, arising out of this Lease, including any suit by Landlord for the recovery
of Rent or other payments, or possession of the Premises, the losing party shall pay the prevailing party a
reasonable sum for attorneys' fees in such suit, in mediation or arbitration, at trial, on appeal and in any bankruptcy
proceeding.
28 ESTOPPEL CERTIFICATES
Tenant shall, from time to time, upon written request of Landlord, execute, acknowledge and deliver to Landlord or
its designee a written statement specifying the following, subject to any modifications necessary to make such
statements true and complete: (i)the date the Lease term commenced and the date it expires; (ii)the amount of
monthly Rent and the date to which such Rent has been paid; (iii)that this Lease is in full force and,effect and has
not been assigned, modified, supplemented or amended in any way; (iv)that this Lease represents the entire
agreement between the parties; (v)that all conditions under this Lease to be performed by Landlord have been
satisfied; (Vi)that there are no existing claims, defenses or offsets which the Tenant has against the enforcement of
this Lease by Landlord; (vii)that no Rent has been paid more than one month in advance; and (viii)that no security
has been deposited with Landlord (or, if so, the amount thereof). Any such statement delivered pursuant to this
Section may be relied upon by a prospective purchaser of Landlord's interest or assignee of any mortgage or new
mortgagee of Landlord's interest in the Premises. If Tenant shall fail to respond within twenty(20) days of receipt
by Tenant of a written request by Landlord as herein provided, Tenant shall be deemed to have given such
certificate as above provided without modification and shall be deemed to have admitted the accuracy of any
information supplied by Landlord to a prospective purchaser or mortgagee. Within twenty(20)days of written notice
from Tenant, Landlord agrees to execute and deliver to Tenant similar documents at no cost to Tenant.
Notwithstanding the foregoing to the contrary, in no event shall Tenant be required to submit Tenant's financial
statement(s).
29 TRANSFER OF LANDLORD'S INTEREST
This Lease shall be assignable by Landlord without the consent of Tenant. In the event of any transfer or transfers
of Landlord's interest in the Premises, other than a transfer for security purposes only, upon the assumption of this
Lease by the transferee, Landlord shall be automatically relieved of obligations and liabilities accruing from and
after the date of such transfer, except for any retained security deposit or prepaid rent, and Tenant shall attorn to
the transferee, provided the transferee expressly assumes the obligations of this lease. Further, Landlord shall be
required to provide said transferee with the material terms of this lease to which transferee will be bound and
required to fulfill the obligations of"Landlord".
30 RIGHT TO PERFORM
If Tenant shall fail to timely pay any sum or perform any other act on its part to be performed hereunder, Landlord
may make any such payment or perform any such other act on Tenant's part to be made or performed as provided
in this Lease. Tenant shall, on demand, reimburse Landlord for its expenses incurred in making such payment or
performance. Landlord shall (in addition to any other right or remedy of Landlord provided by law) have the same
rights and remedies in the event of the nonpayment of sums due under this Section as in the case of default by
Tenant in the payment of Rent.
31 HAZARDOUS MATERIAL
Landlord represents and warrants to Tenant that, to the best of Landlord's knowledge, there is no"Hazardous
Material" (as defined below) on, in, or under the Premises as of the Commencement Date except as otherwise
disclosed to Tenant in writing before the execution of this Lease. If there is any Hazardous Material on, in, or under
the Premises as of the Commencement Date which has been or thereafter becomes unlawfully released through no
fault of Tenant, then Landlord shall indemnify, defend and hold Tenant harmless from any and all claims,
judgments, damages, penalties, fines, costs, liabilities or losses including without limitation sums paid in settlement
of claims, attorneys'fees, consultant fees and expert fees, incurred or suffered by Tenant either during or after the
Lease term as the result of such contamination.
Tenant shall not cause or permit any Hazardous Material to be brought upon, kept, or used in or about, or disposed
of on the Premises by Tenant, its agents, employees, contractors or invitees, except in strict compliance with all
applicable federal, state and local laws, regulations, codes and ordinances. If Tenant breaches the obligations
stated in the preceding sentence, then Tenant shall indemnify, defend and hold Landlord harmless from any and all
claims, judgments, damages, penalties, fines, costs, liabilities or losses including, without limitation, diminution in
the value of the Premises, damages for the loss or restriction on use of rentable or usable space or of any amenity
of the Premises, or elsewhere, damages arising from any adverse impact on marketing of space at the Premises,
and sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees incurred or suffered by
Landlord either during or after the Lease term. These indemnifications by Landlord and Tenant include, without
limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal
or restoration work, whether or not required by any federal, state or local governmental agency or political
subdivision, because of Hazardous Material present in the Premises, or in soil or ground water on or under the
Premises. Tenant shall immediately notify Landlord of any inquiry, investigation or notice that Tenant may receive
from any third party regarding the actual or suspected presence of Hazardous Material on the,Premises beyond
those amounts used in the normal operations of the type of business operated by the Tenant. Without limiting the
foregoing, if the presence of any Hazardous Material brought upon, kept or used in or about the Premises by
Tenant, its agents, employees, contractors or invitees, results in any unlawful release of Hazardous Materials on
the Premises or any other property, Tenant shall promptly take all actions, at its sole expense, as are necessary to
return the Premises or any other property, to the condition existing prior to the release of any such Hazardous
Material; provided that Landlord's approval of such actions shall first be obtained, which approval may be withheld
at Landlord's sole discretion. As used herein, the term "Hazardous Material" means any hazardous, dangerous,
toxic or harmful substance, material or waste including biomedical waste which is or becomes regulated by any
local governmental authority, the State of Washington or the United States Government, due to its potential harm to
the health, safety or welfare of humans or the environment. The provisions of this Section 31 shall survive
expiration or termination of this Lease. Landlord agrees to hold the Tenant harmless from any and all past, present
and future environmental problems not caused by the direct result of the operation of Tenant's business.
32 QUIET ENJOYMENT
So long as Tenant pays the Rent and performs all of its obligations in this Lease, Tenant's possession of the
Premises will not be disturbed by Landlord or anyone claiming by, through or under Landlord, or by the holders of
any Landlord's Mortgage or any successor thereto. If Tenant fully complies with and promptly performs all of the
terms, covenants and conditions of this Lease on its part to be performed, it shall have quiet enjoyment of the
Premises throughout the Lease Term, subject, however, to matters of record (including the Declarations and nay
applicable Condominium Documents) and to those matters to which this Lease may be subsequently subordinated.
33 GENERAL
a. Heirs and Assigns. This Lease shall apply to and be binding upon Landlord and Tenant and their respective
heirs, executors, administrators, successors and assigns.
b. Brokers' Fees. Tenant represents and warrants to Landlord that it has not engaged any broker, finder or other
person who would be entitled to any commission or fees for the negotiation, execution, or delivery of this Lease
other than as disclosed in Section 35 of this Lease. Tenant shall indemnify and hold Landlord harmless against any
loss, cost, liability or expense incurred by Landlord as a result of any claim asserted by any such broker, finder or
other person on the basis of any arrangements or agreements made or alleged to have been made by or on behalf
of Tenant. This subparagraph shall not apply to brokers with whom Landlord has an express written brokerage
agreement.
c. Entire Agreement. This Lease contains all of the covenants and agreements between Landlord and Tenant
relating to the Premises. No prior or contemporaneous agreements or understanding pertaining to the Lease shall
be valid or of any force or effect and the covenants and agreements of this Lease shall not be altered, modified or
added to except in writing signed by Landlord and Tenant.
d. Severability. Any provision of this Lease which shall prove to be invalid, void or illegal shall in no way affect,
impair or invalidate any other provision of this Lease.
e. Force Majeure. Time periods for either party's performance under any provisions of this Lease (excluding
payment of Rent) shall be extended for periods of time during which the party's performance is prevented due to
circumstances beyond such party's control, including without limitation, fires, floods, earthquakes, lockouts, strikes,
embargoes, governmental regulations, acts of God, public enemy, war or other strife.
f.Governing Law.This Lease shall be governed by and construed in accordance with the laws of the State of
Washington.
g. Memorandum of Lease. Except for the pages containing the Commission Agreement, this Lease shall not be
recorded: However, Landlord and Tenant shall, at the other's request, execute and record a memorandum of Lease
in recordable form that identifies Landlord and Tenant, the commencement and expiration dates of the Lease, and
the legal description of the Premises as set forth on attached Exhibit B.
h. Submission of Lease Form Not an Offer. One party's submission of this Lease to the other for review shall not
constitute an offer to lease the Premises. This Lease shall not become effective and binding upon Landlord and
Tenant until it has been fully signed by both Landlord and Tenant.
i. No Light, Air or View Easement. Tenant has not been granted an easement or other right-for light, air or view to
or from the Premises. Any diminution or shutting off of light, air or view by any structure which may be erected on or
adjacent to the Building shall in no way effect this Lease or the obligations of Tenant hereunder or impose any
liability on Landlord.
j.Authority of Parties. Any individual signing this Lease on behalf of an entity represents and warrants to the
other that such individual has authority to do so and, upon such individual's execution, that this Lease shall be
binding upon and enforceable against the party on behalf of whom such individual is signing.
34 EXHIBITS AND RIDERS
The following exhibits and riders are made a part of this Lease:
Exhibit A Floor Plan Outline of the Premises
Exhibit B Legal Description
Exhibit C Landlord Improvement Schedule
CHECK THE BOX FOR ANY OF THE FOLLOWING THAT WILL APPLY. ANY RIDERS CHECKED SHALL BE
EFFECTIVE ONLY UPON BEING INITIALED BY THE PARTIES AND ATTACHED TO THE LEASE.
CAPITALIZED TERMS USED IN THE RIDERS SHALL HAVE THE MEANING GIVEN TO THEM IN THE LEASE.
® Rent Rider
35 AGENCY__DISCLOSURE
At the signing of this Lease, Landlord's Licensee Philip G. Nored of HNN Associates, LLC (collectively"Landlord's
Agent") represented Landlord. Tenant is not represented by a licensed broker.
Neither Landlord's Licensees, Landlord's Agent or its Broker are receiving compensation from more than one party
to this transaction unless otherwise disclosed on an attached addendum, in which case Landlord and Tenant
consent to such compensation. Landlord and Tenant confirm receipt.of the pamphlet entitled "The Law of Real
Estate Agency."
36 COMMISSION AGREEMENT
Landlord agrees to pay a commission to Landlord's Agent(identified in the Agency Disclosure paragraph above) as
follows:
Landlord shall pay Landlord's Agent—HNN Associates, LLC per separate written agreement with the Landlord.
If any other lease or sale is entered into between Landlord and Tenant pursuant to a right reserved to Tenant under
the Lease, Landlord shall not pay an additional commission. In no event shall Tenant be responsible for any Real
Estate Fees or Commissions in connection with this Lease.
37 BROKER PROVISIONS
LANDLORD'S AGENT, TENANT'S LICENSEE AND THEIR BROKERS HAVE MADE NO
REPRESENTATIONS OR WARRANTIES CONCERNING THE PREMISES, THE MEANING OF THE TERMS
AND CONDITIONS OF THIS LEASE, LANDLORD'S OR TENANT'S FINANCIAL STANDING, ZONING,
COMPLIANCE OF THE PREMISES WITH APPLICABLE LAWS, SERVICE OR CAPACITY OF UTILITIES,
OPERATING EXPENSES, OR HAZARDOUS MATERIALS. LANDLORD AND TENANT ARE EACH ADVISED
TO SEEK INDEPENDENT LEGAL ADVICE ON THESE AND OTHER MATTERS ARISING UNDER THIS
LEASE.
IN WITNESS WHEREOF this Lease has been executed the date and year first above written.
LANDLORD: TENANT:
ESCALON, LLC City of Auburn,Washington
Signature Signature
BY: BY: C—
ITS: Z-rd nW,& a,46.I1e✓ ITS:
STATE OF WASHINGTON )
) ss.
COUNTY OF
certify that I know or have satisfactory evidence that' _y, is the person who
appeared before me and said person acknowledged that Soh ,;,,,� �... signed this
instrument, on oath stated that was
authorized to execute the instrument and ackn _ledged it as the c�o.��o r of
aoa.g c ., -. sj\ -\- - to be the free and voluntary act of such party for the uses and purposes
mentioned in 1he i strument.
DATED:
(Seal or stamp) -
' \�N EXP�R rr '�� Printed Name:��,5n n,^ QGL n of �
Z ' NOTARY PUBLIC in and for the State of
01 0 y Nyo Col Washington, residing at A�J
PV8 ?: My Commission expires: y- q- a,\ �4=
����►ti�4.0
NE\Ov:`�a���
STATE OF WASHINGTON )
) ss.
COUNTY OF KING)
I certify that I know or have satisfactory evidence that is the person who
appeared before me and said person acknowledged that H signed this
ihstrument, on oath stated that was
authorized to execute the instrument and acknowledged it as the of
'44 C to be the free and voluntary act of stich party forte us 6s and purposes
mentioned in the instrument.
/y
DATED: Vcoas
(Seal or stamp) - -
Printed Name: s.• o
Q NOTARY PUBLIC in and forthe tate of
Washington, residing at
�y ` ® My Commission expires: y 9 Loy
CA
°'�waS � °
EXHIBIT A
[Outline of the Premises]
13
cS
F/-I
J
THE SEASONS
.3-
EXHIBIT B
[Legal Description]
Real property in the County of King, State of Washington, described as follows:
COMMERCIAL UNIT A AND THE RESIDENTIAL UNIT OF THE SEASONS, A CONDOMINIUM, ACCORDING TO
THE DECLARATION THEREOF RECORDED UNDER RECORDING NUMBER 20061220001191, AND SURVEY
MAP AND PLANS RECORDED UNDER RECORDING NUMBER 20061220001190, IN KING COUNTY,
WASHINGTON; TOGETHER WITH SUCH UNITS' UNDIVIDED PERCENTAGE INTEREST IN THE COMMON
ELEMENTS AND ALL OTHER RIGHTS AND INTEREST APPURTENANT TO SAID UNIT AS DESCRIBED IN
SAID CONDIMINIUM DECLARATION.
EXHIBIT C
Landlord Improvement Schedule
Landlord shall be responsible for managing all build-out of the interior of the Premises. All work by the Landlord
shall be completed in compliance with all applicable laws and in accordance with plans and specifications
approved by Tenant, using contractors approved by Landlord, and in a manner so as to not unreasonably interfere
with other tenants. All plans for such work shall be presented to Tenant for the Tenant's approval, which shall not
be unreasonably withheld, prior to the start of work. It is expected that the Tenant finishes meet a basic
requirement of a Class B build-out.
Landlord to ensure that all existing plumbing, electrical, mechanical and HVAC are in good working order, as part
of Landlord responsibilities and Landlord work. Landlord to ensure that all glass and windows are free from cracks
and damage, as part of Landlord's work and as a condition of delivery.
All additional costs above the Landlord provided work shall be the sole responsibility of Tenant.
RENT RIDER
LEA HILL VILLAGE RETAIL/PROFESSIONAL
ANNUAL RENT SCHEDULE
Tenant shall pay Landlord annual rent during the Lease Term according to the following schedule:
BASE RENT
Lease Year(Stated in Years or Months) Rent Amount
Year 1 through Year 10 (termination date) $1 per year, due annually by March 1, except
first year payment is due at time lease is signed.
Exhibit"A"
H N Real Estate Assets
•investment mangy mint services
perform lane math n o professional property management
Memorandum of Understanding—Police Substation at The Seasons
September 4, 2015
Residents of the Lea Bill area of the city of Auburn have requested that the ownership of the Seasons at Lea Hill
development and the affiliated ownership of the Promenade development cooperatively work with the city of
Auburn to provide a police substation in the Lea Hill area
i
At a neighborhood meeting in August of 2014,the Promenade ownership group provided a verbal oonfirmation to
the city of Auburn that a space for a police substation would be provided at The Seasons. Ownership representative
Phil Noted met with the Auburn Police on several occasions. As of September 4,2015,a draft space plan has been
approved by the Auburn Police and Phi l Noted has retained a design firm to prepare permit drawings and provide
guidance through the.permitting process and to develop specifications and solicit bids for the build-out of the
interior of the space. The goal is to have the substation open In March 2016. The city has been provided with a i
draft of a 10-yr lease on an 1,800 square foot space at a cost of$1 per year. Other Information and understandings i
are summarized below:
1. Landlord(Mcalon,LLC)will pay for the interior build-out of the space(see attached floor plan)to be i
approved and finalized with Tenant(city of Auburn). On the attached floor plan,the Landlord provided
build-out will include the reception desk.area,the storage behind the reception desk,and the long counter in
the"open office"and any other"built in"furnishings that are attached to the wall. The Landlord will also
provide the refrigerator.
I
2. Tenant will.be responsible for all personal furalshIngs. On the attached floor plan,this would include,for
example,chairs and tables,miscellaneous appliances in kitchen(microwave,coffee,etc..) Tenant will be
responsible for cameras and other security Improvements above and beyond typical commercial door lock
hardware and any special network wiring needs to facilitate communication for the police substation.
i
3. Landlord will be responsible for,oversee,and pay for all design,payment and performance of the work in
the space. The finishes in the space will meet a basic requirement of a Class B oorinmercial space build-out.
4. Landlord will pay for electricity,water,sawer,and trash utility costs. Tenant Is responsible for telephone, 1
Internet,cable service,alarm monitoring,etc... Tenant Is responsible for janitorial service to the space. 1
d
5. Tenant Is responsible for scheduling of the use of the conference facility and facilitating any front office
business hours. {
6. Both Landlord and Tenant may Immediately promote,advertise,and otherwise announce that a police iI
substation will open at the Seasons In the early spring of 2016. i
Acknowledged and Agreed:
LANDLORD: TENANT:
ESCALON LLC, City o_ uburn,Washhigton
Signature Signature 6'
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BY: 3Lil Ci �w2� BY: C1rx�.� es
ITS; Ned.,Jt G ITS:
10900 Ne 8s'St Suite 1200
Bellevue,WA.98004 www.hmwa.com L"t
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