Loading...
HomeMy WebLinkAbout4574RESOLUTION NO 4574 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT BETWEEN THE CITY AND AUBURN PROFESSIONAL PLAZA LLC AMENDING VARIOUS PREVIOUS AGREEMENTS WHEREAS the City in Resolution No 4393 entered into an agreement with Auburn Professional Plaza LLC APP for the sale of property to APP and WHEREAS the City in Resolution No 4394 entered into a lease agreement with APP under which the City would lease office space in a building ta be constructed by APP This lease contained provisions giving the City an option to purchase the leased properties and also allocated to the cityleased units certain offsite parking spaces as limited common elements of the APP and WHEREAS the City in Resolution No 4436 executed a lease with APP to allow APP to lease certain Cityowned parking spaces in the Auburn Central Garage and WHEREAS City staff recommends a series of amendments to these agreements that will provide for lower costs to the City an earlier closing date for the Citys exercise of its purchase option and other public benefits NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN HEREBY RESOLVES as follows Section 1 That the Mayor and City Clerk are hereby authorized to sign an agreement with APP in substantially the same form as the agreement at Exhibit A which is incorporated herein Resolution No 4574 February 22 2010 Page 1 of 2 Section 2 That the Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation Section 3 That this Resolution shall take effect and be in full force upon passage and signatures hereon i Dated and Signed this c day of ac 2010 CIT BURN e PETER B L IS MAYOR ATTEST Danielle E Daskam City Clerk AalB A TO FOR U Di it y t ney Resolution No 4574 February 22 2010 Page 2 of 2 IQP s lks ot 4 1 Memorandum of Urpderstanding This Memorandum of Understanding MOU dated 44 1 2010 is befinreen AUBURN PROFESSIONAL PLAZA LLC a Washington limited liability company APP and THE CITY OF AUBURN a code City of the state of Washington the City and is in regards to the Agreerrent Between the City of Auburn and Auburn Professional Plaza LLC dated 2010 APP and the City hereafter collectively 6nown as the Parties agree that all referenced condominium recording numbers will be completed once the documents are recorded with King County Washington The Parties agree that any and all unpaid pro rata expenses as identified in Section 5 and Section 7 of the Lease Agreement between the Parties dated September 4 2008 shall remain in effect at the time of closing and the Parties agree to resolve any outstanding expenses outside crow By Je y li ant sident AUBURN PROFESSIONAL PLAZA LLC a Washington limited liability company By Oliphant Real Estate Services Inc a Washington corporation its manager and managing member 3y Pete e Mayor THE CITY OF AUBURN a municipal corporation YI I CityAPPAgreement20100101doc Agreement Between the City of Auburn and Auburn Professional Plaza LLC This Agreement AgreemenY dated 1gct 2010 is entered into between AUBURN PROFESSIONAL PLAZA LLC a Washington limited liability company APP and THE CITY OF AUBURN a code City of the state of Washington the City and is in reference to the following A APP is the owner of Units 200 300 and 380 Condo Unit 200 Condo Unit 300 and Condo Unit 380 respectively and collectively the City Condo Units in that certain Condominium Project known as One Main Professional Plaza a Condominium as recorded under the certain Condominium Map in the official records of King County Washington under recording no the One Main Condominium B APP as landlord and the City as tenant have heretofore entered into a lease agreement whereby the City leases from APP the City Condo Units The City presently occupies the City Condo Units Condo Unit 380 is described in said lease as Unit 305 and contains 2586 rentable square feet which equals 2039 usable square feet C APP is the owner of that certain real property situated in the City of Aubum King County Washington legally described as Block 7 Map of LW Ballards Park Addition to Slaughter according to the Rlat Thereof recorded In Volume 3 of Plats Page 91 records of King County Washington together with the vacated West 10 feet of Silver Street now A Street NV1 adjoining and is known by the King County Tax Assessor as Assessors Parcel nos 0492000460 0492000461 and 049200463 the Mels Property There are one hundred twenty 120 surface parking spaces on the Mels Property D APR in its capacities as Declarant under the One Main Condominium and as owner of the Mels Property heretofore granted certain rights over the Mels Property in favor of the One Main Condominium and also retained certain rights with respect to the Mels Property all as provided in that certain Parking Easement Agreement recorded in the office records of King County Washington under recording no 200911180013 the Mels Parking Easement E Under Section 81 and Appendix B of that certain Condominium Declaration APP Condo Declaration concerning the APP Condominium recorded in the office records of King County Washington under recording no APP assigned to the owner of Unit 200 and Unit 300 the beneficial interest in one hundred four 104 of the parking spaces that are a part of the Mels Parking Easement F The City is the owner of Units Garage Unit in that certain Condominium Project known as a Condominium as recorded under the certain Condominium Map in the official records of King County Washington under recording no the Garage Condominium The Garage Unit comprises 145 parking spaces located within the Garage Condominium 1 CityAPPAgreement20100103 doc G The City as landlord and APP as tenant have heretofore entered into a Parking Garage Lease Agreement Garage Lease AgreemenY dated December 15 2009 whereby APP leases from the City up to fifty 50 of the parking spaces that are a part of the Garage Unit H The parties wish to modify their agreements concerning the City Condo Units the Mels Parking Easement and the Garage Unit Now therefore for valuable consideration the receipt and sufficiency of which is hereby acknowledged the parties agree as follows 1 Sale Purchase of Citv Condo Units As part of the consideration for the parties execution of this Agreement APP hereby agrees to sell to the City and the City hereby agrees to purchase from APP the City Condo Units including all improvements and appurtenances thereto including without limitation the HVAC units serving the City Condo Units upon the terms hereinafter set forth Within five 5 days after execution of this Agreement the parties shall cause an escrow Escrow to be opened at Pacific Northwest Title Company of Washington Inc Commercial Real Estate Division 215 Columbia Street Seattle Washington 98104 Attention Aubry Ludberg Escrow Officer Escrowholder The title insurance herein required shall be furnished by Pacific Northwest Title Company of Washington Inc the Title Company The City Condo Units Close of Escrow shall be on the date selected by the City upon no less than thirty 30 days advance written notice to 251APPprovidedtheCityCondoUnitsCloseofEscrowshallbebetweenMarch31and A 2010 Time is of the essence The Purchase Price for Units 200 and 300 shall be Twenty Three Million Four Hundred and Thirty Two Thousand Five Hundred and Sixty Two and xx100 Dollars 2343256200 and the purchase price for Unit 380 shall be One Million Fifty Five Thousand Seven Hundred and Thirty Four pollars and xx100 Dollars 105573400 for an aggregate total purchase price of Twenty Four Million Four Hundred Eighty Eight Thousand Two Hundred Ninety Six and xx100 Dollars 2448829600 payable in current funds at the City Condo Units Close of Escrow The City shall fund a portion of Units 200 and 300 through the sale of municipal bonds and all municipal bond monies shall be used exclusively toward this purchase All other consideration either cash or otherwise provided by the City under this Agreement consists of nonbond proceeds andor assets or other valuable consideration obtained without the use of bond proceeds APP agrees to cooperate with the City to the extent necessary to comply with federal tax code or regulatory requirements At the City Condo Units Close of Escrow a APP shall convey the City Condo Units to the City or the Citys designee by statutory warranty deed subject to the Title Exceptions attached hereto as Exhibit A and such matters as shall hereafter be approved by the City and b shall assign to the City or to the Citys designee all assignable construction equipment and supplier warranties pertaining to the City Condo Units The City shall pay the real estate transfer excise tax excise tax if any recording and escrow fees and the title insurance premium The City is currently in possession of the City Condo Units 2 Mels Propertv and Mels Parkinct Easement As part of the consideration for the parties execution of this Agreement concurrent with the City Condo Units Ctose of Escrow APP shall convey to the City by statutory warranty deed its fee simple interest in the Mels Property together with its entire beneficial interest as Grantor under the Mels Parking Easement The grantors and grantees interests in the Mels Parking Easement shall not CityAPPAgreement20100103 doc merge and the Mels Parking Easement shall remain in effect for the benefit of the One Main Condominium In its capacity as grantee under the Mels Parking Easement APP hereby consents to the deletion of Article 4 thereof should the City as successor grantor thereunder hereafter elect to do so 3 Riaht to Develop the Mels Propertv As part of the consideration for the parties execution of this Agreement concurrent with the conveyance of the City Condo Units and the Mels Property to the City the City and APP shall execute and record in the public records of King County Washington that certain Development Rights AgreemenY attached hereto as Exhibit B 4 Riqht to Purchase Citv Condo Unit 380 As part of the consideration for the parties execution of this Agreement the City hereby grants APP an irrevocable option to purchase City Condo Unit 380 Unit 380 Option The term of the Unit 380 Option Unit 380 Option Term shall commence as of City Condo Units Close of the Escrow and shall terminate exactly two 2 years thereafter APP shall give the City not less than seventyfive 75 days advance written notice of the desired date for Unit 380 Close of Escrow Within five 5 days after APPs exercise of the Unit 380 Option the parties shall cause an escrow Escrow to be opened at Pacific Northwest Title Company of Washington Inc Commercial Real Estate Division 215 Columbia Street Seattle Washington 98104 Attention Aubry Ludberg Escrow Officer Escrowholder The title insurance herein required shall be furnished by Pacific Northwest Title Company of Washington Inc the Title Company Time is of the essence The Purchase Price for City Condo Unit 380 shall be One Million Seventy Four Thousand Nine Hundred Forty Nine and xx Dollars 107494900 payable in current funds at the Unit 380 Close of Escrow Additionally APP agrees to construct all tenant improvements required to relocate employee space and break room into another portion of the City Condo Units before any purchase of City Condo Unit 380 is completed close of escrow The City has the sole right to approve the design and construction of these tenant improvements associated with the relocation of the employee space and break room At the Unit 380 Close of Escrowa the City shall convey City Condo Unit 380 to APP or APPs designee by statutory warranty deed subject to the Title Exceptions attached hereto as Exhibit A and such matters as shall hereafter be approved by APP and b shall assign to APP or to APPs designee all assignable construction equipment and supplier warranties pertaining to City Condo Unit 380 APP shall pay the real estate transfer excise tax excise tax if any recording and escrow fees and the title insurance premium The City shall surrender possession of City Condo Unit 380 at the Unit 380 Close of Escrow Concurrent with the City Condo Units Close of Escrow the City and APP shall execute and record in the public records of King County Washington that certain Memorandum of Option Unit 380 attached hereto as Exhibit C 5 License of Additional Parkinq Spaces within Garaqe Unit Right to Purchase Garaqe Unit As part of the consideration for the parties execution of this Agreement at the City Condo Units Close of Escrow the parties shall execute that certain First Amendment to Parking Garage Lease set forth as Exhibit D attached hereto and shall execute and record in the public records of King County Washington that certain Memorandum of Parking Garage Lease attached hereto as Exhibit E 6 Notices All notices consents approvals or demands required under his Agreement shall be in writing and shall be deemed delivered when either a deposited in the United States mail certified or registered postage prepaid b transmitted by telegraphic CityAPPAgreement20100101doc or electronic means or by recognized courier service with proof of service provided or c delivered in person in any event addressed to or delivered to the appropriate party at all addresses for such party as follows APP Auburn Professional Plaza LLC co Michael John Klein Esq 5743 Corsa Avenue Suite 216 Westlake Village California 91362 with concurrent copies to Auburn Professional Plaza LLC PO Box 1294 Auburn Washington 980711294 Attention Jeffrey Oliphant President and to Anthony L Rafel Esq Rafel Law Group PLLC 999 Third Avenue Suite 1600 Seattle Washington 98101 The City City of Auburn 25 West Main Street Auburn Washington 980014998 Attention Mayor with concurrent copies to City of Aubum 25 West Main Street Auburn Washington 980014998 Attention Director of Human Resources Risk and Property Management and to Ciry of Auburn 25 West Main Street Auburn Washington 980014998 Attention City Attorney or to such other and additional addresses as either party may from time to time designate for this purpose 4 CityAPPAgreement20100103doc 7 Miscellaneous A Captions Captions of Sections and subsections of this Agreement are for convenience only and shall not be considered in resolving any questions of interpretation or construction of any term covenant or provision B Bindinq Effect Each and all of the terms covenants and conditions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs executors administrators successors in interest and assigns C Governinq Law This Agreement shall be governed and interpreted solely by the laws of the State of Washington Venue for any action hereunder or relating hereto shall solely be in King County Washington D Time Time is of the essence of this Agreement and of each and every provision thereof E Force Maieure In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes lockouts labor troubles inability to procure materials failure of power restrictive governmental laws or regulations riots insurrection war or other reason of a like nature not the fault of the party delayed in perForming work or doing acts required under the terms of this Agreement then performance of such act shall be excused forthe period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay The insufficiency or the lack of funds or the filing of or against a party under Title 11 of the United States Code shall not excuse or delay the timely perFormance by such party of its covenants under this Agreement The provisions of this subsection shall not operate to excuse any party from the timely payment of sums required by the terms of this Agreement F Written Aqreement This Agreement and the concurrent and prior written agreements between the parties to the extent not modified herein contains the entire agreement of the parties It is understood that there are no verbal agreements between the parties hereto G Waiver of Jurv Trial The parties hereby waive the right to trial by jury Any dispute between Landlord and Tenant or in which they are joined as parties shall only be submitted to a judge sitting without a jury H NonWaiver No covenant term or condition of this Agreement or breach thereofl shall be deemed waived except if expressly waived in a written instrument executed by the waiving party specifically reciting the covenant term or condition or breach thereofl being waived and any such waiver of such covenant term condition or breach shall not be deemed to be a waiver of any preceding or succeeding covenant term condition or breach I Severabili If any one or more of the provisions of this Agreement or the applicability of any such provision to a specific situation shall be held invalid or unenforceable CityAPPAgreement20100103doc such provision shall be modified to the extent necessary to make it or its application valid and enforceable and the validity and enforceability of all other provisions of this Agreement and all other applications of any such provision shall not be affected thereby J Attornevs Fees In connection with this Agreement and its performance APP and the City shall each pay their own attorneys fees In the event of any default or other breach by a party to this Agreement the prevailing party shall be entitled to recover attorneys fees in any action or arbitration to enforce the provisions hereof The term attorneys fees as used herein and elsewhere in this Lease shall mean and include all reasonable legal fees and charges including appellate fees and charges paralegal fees and charges court filing and process fees marshals and sheriffs fees and charges investigative fees and charges and all other sums related thereto This page ends here 6 CityAPPAgreement20100101doc SEE EXHIBITS A THROUGH E ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE IN WITNESS WHEREOF APP and the City have duly executed this Agreement as of the day and year first above written AUBURN PROFESSIONAL PLAZA LLC a Washington limited liability company By Oliphant Real Estate Services Inc a Washington corporation its manager and managing member By xjv J r O phan resident STATE OF COUNTY OF lJ lS LcQ Gsl2010beforemerNeGLC4C Notary Public personally appeared Jeffrey Oliphant personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the persons or the entity upon behalf of which he acted executed the instrument LE E p 1 Cl h OZ T ALs 505 cn i tn 0 23 0 C WITNESS my hand and official seal k 27 SIGNATURE OF NOTARY CityAPPAgreement20100101doc STATE OF WASHINGTON COUNTY OF KING THE CITY OF AUBURN a muniwai co By Peter ewis Mayor On 2010 before me a C a S Notary Public personally appeared Peter Lewis personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his sigriature on the instrument the entity upon behalf of which the person acted executed the instrument a iI tI r1LLE c p 074 i iAsU 1tiG0 WITNESS my hand and official seal ka e SIGNATURE OF NOTARY CityAPPAgreement20100103doc EXHIBIT A TITLE EXCEPTIONS 1 Real estate taxes not yet due and payabie as of the City Condo Units Close of Escrow or the Unit 380 Close of Escrow as applicable 2xx Insert exceptions from current title report xx Any easements or other conveyances hereafter granted to public or franchise utility companies or similar companies as APP deems necessary or appropriate to fulfill its obligations to the City andor to other tenants under APPs agreements with such tenants so long as the same could not reasonably be expected to have a material adverse impact on the value operation or use of the City Condo Units and the City has given prior written approval of the same such approval not to be unreasonably withheld or delayed xx Any easements or other conveyances to be hereafter granted to any public authority for any purpose as are necessary or appropriate for APP to fulfill its obligations to the City andor to other tenants under APPs agreements with such tenants so long as the same could not reasonably be expected to have a material adverse impact on the value operation or use of the City Condo Units and the City has given prior written approval of the same such approval not to be unreasonably withheld or delayed xx Any easements or other vehicular andor pedestrian access agreements to be hereafter granted or made between APP and adjacent property owners so long as the same could not reasonably be expected to have a material adverse impact on the value operation or use of the City Condo Units and the City has given prior written approval of the same such approval not to be unreasonably withheld or delayed xx The Condominium Declaration and Condominium Survey Map and Plans as approved by the parties This Exhibit ends here CityAPPAgreement20100103 doc EXHIBIT B DEVELOPMENT RIGHTS AGREEMENT AFTER RECORDING RETURN TO Auburn Professional Plaza LLC co Michael John Klein CPA 5743 Corsa Avenue Suite 216 Westlake Village CA 91362 DEVELOPMENT RIGHTS AGREEMENT Grantor CITY OF AUBURN Grantee AUBURN PROFESSIONAL PLAZA LLC a Washington limited liability company Legal Description BLOCK 7 MAP OF LW BALLARDS PARK ADDITION TO SLAUGHTER ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 3 OF PLATS PAGE 91 RECORDS OF KING COUNTY WASHINGTON TOGETHER WITH THE VACATED WEST 10 FEET OF SILVER STREET NOW A STREET NORTHWEST ADJOINING Assessors Taz Parcel ID 0492000460 0492000461 049200463 7 10 CityAPPAgreement20100101doc DEVELOPMENT RIGHTS AGREEMENT THIS DEVELOPMENT RIGHTS AGREEMENT this AgreemenY is entered into as of 2010 by and between THE CITY OF AUBURN a code the City of the state of Washington Grantor and AUBURN PROFESSIONAL PLAZA LLC a Washington limited liability company Grantee with reference to the following facts RECITALS A Concurrent with the recordation hereof Grantor acquired from Grantee fee simpte title to that certain real properiy situated in the City of Auburn King County Washington legally described as Block 7 Map of LW Ballards Park Addition to Slaughter According to the Plat Thereof recorded In Volume 3 of Plats Page 91 records of King County Washington together with the vacated West 10 feet of Silver Street now A Street NM adjoining and is known by the King County Tax Assessor as Assessors Parcel nos 0492000460 0492000461 and 049200463 the Mels Property B The Mels Properfy is improved with among other things a surface parking lot the Parking LoY containing one hundred twenty 120 parking spaces the Parking Spaces C Grantee conveyed the Mels Property to Grantor upon the understanding that Grantor would grant Grantee the rights hereinafter set forth and Grantor purchased the Mels Property upon the understanding that Grantee would receive the rights herein set forth NOW THEREFORE in consideration of the covenants and promises contained herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged Grantor and Grantee agree as follows 1 Development of the Mels Propertv Grantor hereby grants to Grantee the exclusive right to develop the Mels Property in any manner that Grantee shall determine in its sole judgment subject to a the provisions of this Agreement and b compliance with all applicable governmental codes laws and regulations In connection with any such development of the Mels Property Grantee shall except as othenvise provided hereinafter at its expense relocate the Parking Spaces within any development on the Mels Property Upon Grantees election to develop the Mels Property Grantor in its capacity as property owner shall reasonably assist Grantee in signing or consenting to all necessary or appropriate applications submittals and related documents Provided that nothing in this Agreement shall obligate Grantor to exercise any of its regulatory powers in favor of Grantee and Grantee is not relieved of its obligations to obtain any necessary permits Further upon Grantees delivery to Grantor of reasonable evidence indicating i governmental permits for the construction of the development have been issued or are ready to issue ii a source of funds to pay for the proposed development and iii the design and access to the proposed new location for the Parking Spaces Grantor shall convey fee simple title to the Mels Property to Grantee Grantee shall pay the real estate transfer excise tax excise tax if any recording and escrow fees and the title insurance premium Grantor shall surrender possession of the Mels Property in accordance with the terms of this Agreement Grantor and the Grantee shall execUte an amendment to this Agreement showing the location of the 11 CityAPPAgeement20100101doc Parking Spaces on the new Parking Plan and once the replacement Parking Spaces have been completed the parties shall cause the formation of a condominium to own the Mels Property and Grantee shall convey to Grantor a condominium unit comprised of said Parking Spaces and containing such terms and provisions pertaining to operating expenses management insurance and indemnity comparable to those set forth herein Further Grantor andor Grantee as applicable as members of the owners association of One Main Professional Plaza a Condominium shall also execute and record amendments to the Condominium Documents of One Main Professional Plaza necessary to show the relocated Parking Spaces that are associated with said Condominium Unless otherwise agreed by the Grantor Grantee shall provide the same number of temporary substitute parking spaces for use by Grantor during the development of the Mels Property until the relocated Parking Spaces on the Mels Property are available for use 2 Substitution of Mels Propertv Grantee reserves the right to substitute the Mels Property and the Parking Spaces with other property providing the same number of Parking Spaces 120 including not less than five disabledaccessible parking spaces within one thousand 1000 feet of the Aubum Professional Plaza the Substituted Property Upon Grantees election to substitute the Mels Property and the Parking Spaces with the Substituted Property Grantor shall reasonably assist Grantee in signing or consenting to all necessary or appropriate applications submittals and related documents Further upon Grantees delivery to Grantor of reasonable evidence indicating i governmental permits for the construction of the development have been issued or are ready to issue ii a source of funds to pay for the proposed development and iii the design and access to the Substituted Property Grantor shall convey fee simple title to the Mels Property to Grantee Grantee shall pay the real estate transfer excise tax excise tax if any recording and escrow fees and the title insurance premium Grantor shall surrender possession of the Mels Property in accordance with the terms of this Agreement Grantor and the Grantee shatl execute an amendment to this Agreement showing the location of the Parking Spaces on the Substituted Property and once the replacement Parking Spaces have been completed thereon the parties shall cause the formation of a condominium to own the Substituted Property and Grantee shall convey to Grantor a condominium unit comprised of said Parking Spaces on the Substituted Property and containing such terms and provisions pertaining to operating expenses management insurance and indemnity comparable to those set forth herein Further Grantor andor Grantee as applicable and the owners association of One Main Professional Plaza a Condominium shall also execute and record amendments to the Condominium Documents of One Main Professional Plaza necessary to show the relocated Parking Spaces on the Substituted Property that are associated with said Condominium Unless otherwise agreed by the Grantor Grantee shall provide the same number of temporary substitute parking spaces for use by Grantor during the development of the Mels Property until the relocated Parking Spaces on the Substituted Property are available for use 3 No Development bv the Citv During the term hereof the City shall not develop the Mels Property or change its use from a surface parking lot containing 120 Parking Spaces 4 Restricted Access Svstem Grantor or Grantee may implement an access card sticker or other identification or entrance system for access to the Parcing Spaces on the Mels Property or the Substituted Property as applicable provided i such access system does not restrict continuous access to the Parking Spaces by the Grantor and ii if applicable Grantee 12 CityAPPAgreement20100101doc promptly provides Grantor with sufficient parking identification keycards or other access devices including temporary passes and replacements for lost or stolen identification cards or devices necessary for such continuous access Grantor or Grantee may impose a reasonable charge for providing such identification cards or devices provided such charge does not exceed the actual outofpocket administrative and replacement cost incurred in obtaining or otherwise producing such identification cards or devices 5 Other Easements Grantor shall have the right to grant other persons easement rights in on under or across the Mels Property so long as such easement rights do not interfere with the easements and rights granted Grantee under this Agreement 6 Development of the Mels Propertv Temporarv Parkinq Spaces or Substituted Pro e In the event Grantee develops the Mels Property under Section 1 or provides Substituted Property under Section 2 and there are more parking spaces in the development on the Mels Property or on the Substituted Property than the 120 parking spaces required to be provided to the Grantor under this Agreement the term Parking Lot shall mean the parking garage or facility in such development or on such property Grantee shall reasonably determine the portion of the Operating Expenses allocable to the parking garage or facility and the Grantor and Grantee shall share of such costs based upon the number of the Parking Spaces allocated to each of Grantor and Grantee on the Mels Property or on the Substituted Property a Operating Expenses means all costs and expenses incurred in connection with i all utility services provided to the Parking Lot ii all permits licenses and certificates necessary to operate manage maintain and repair the Parking Lot iii all Insurance Costs as defined hereinafter iv the purchase or rental of supplies tools equipment and materials to the extent they are used in connection with the use operation maintenance repair or restoration of the Parking Lot v expenses incurred in order to comply with any laws regulations or governmental requirements of any kind vi wages salaries and other compensation and benefits for all persons to the extent but only to the extent they were engaged in connection with the operation maintenance repair or restoration of and providing security services for the Parking Lot including employers Social Security taxes unemployment taxes or insurance and any other taxes which may be levied on such wages salaries compensation and benefits vii all Property Taxes as defined hereinafter viii all operating costs of the Parking Lot and all systems and equipment servicing the Parking Lot and component services including but not limited to janitorial service security trash removal cleaning management maintenance repair and replacement of lighting gates fences barriers signs walkways driveways curbs security and access equipment devices and systems and drainage facilities ix resurfacing repair repaving and restriping of the Parking Lot and the surrounding areas and sidewalks providing access thereto x removal of ice and snow from the Parking Lot and entrances and exits thereto and xi any service or maintenance contracts related to the operation maintenance repair or restoration of the Parking Lot b Property Taxes means all federal state county or local govemmental or municipal taxes assessments levies fees charges or other impositions of every kind and nature levied against the Parking Lot including without limitation real and personal property taxes general and special assessments transit taxes water and sewer rent or other similar taxes fees or changes in taxes assessed in lieu of any of the foregoing Nofinrithstanding anything herein to the contrary in the event the Property Taxes for Parking Spaces are separately assessed against Grantor and remainder of the Mels Property or the Substituted Property is separately assessed then Property Taxes shall not be part of Operating Expenses that are to be paid proportionately Grantor and Grantee each agree to cooperate with the 13 CityAPPAgreement20100101doc other including attending meetings with the tax assessor to facilitate such separate assessment or an accurate billing and calculation of Property Taxes as contemplated by this Agreement c Insurance Costs means all property and liability insurance premiums with respect to the Parking Lot required to be carried by Grantor under Sections 61 and 62 below including any deductibles incurred in connection with any covered loss 7 Insurance and Indemnification 71 Property Insurance Prior to any exercise of Grantees rights herein Grantor shall maintain such property insurance on the Mels Property as it shall determine in its reasonable judgment In the event the Mels Property is developed with a parking garage or Grantee provides Substitute Property in which the Parking Spaces are in a garage the Garage Grantee shall maintain or cause to be maintained subject to such reasonable deductibles as Grantee may determine property insurance on the Garage in an amount not less than 100 of the full replacement cost of such improvements without deduction for depreciation including the cost of debris removal insuring against loss or damage by fire and such other risks as may be covered from time to time by aCauses of LossSpecial Form policy or its equivalent and such other insurable hazards and containing such additional coverages and endorsements as Grantor Grantee or their respective lenders may request from time to time The property insurance may cover loss due to earthquake earth movement andor flood as determined by Grantee Grantee may maintain such property insurance in whole or in part under blanket policies The cost of such property insurance including any deductibles paid and any earthquake earth movement andor flood insurance premiums shall be included as part of the Operating Expenses provided the cost of any additional coverages and endorsements requested by Grantor shall not be part of Operating Expenses but paid solely by Grantor 72 Commercial Liabilitv Insurance Prior to any exercise of Grantees rights herein Grantor shall maintain such commercial liability insurance on the Mels Property as it shall determine in its reasonable judgment In the event the Mels Property is developed with the Garage Grantor and the Grantee shall at all times at its sole cost and expense keep in full force and effect a policy of commercial general liability insurance insuring against claims or liability arising out of the use or maintenance of the Garage in an amount which is not less than Two Million Dollars 200000000 per occurrence covering bodily injury to persons including death and damage to property and including automobile liability coverage and contractual liability endorsement shall insure the hazards of the insured partys operations thereon including the acts of its independent contractors and shall name the other party to this Agreement as an additional insured Notwithstanding the foregoing if a party hereto is the City of Auburn the Governmental Owner the insurance may be completely met by the Governmental Partys membership in the Washington Cities Insurance Authority WCIA a municipal insurance pool So long as the Governmental Owner is providing the insurance required hereunder through the WCtA the Governmental Owner will not be required to provide policies or certificates of insurance and will not be required to name Grantee or any other party or person as an additional insured additional named insured named insured loss payee or any similar designation The Governmental Owner shall upon the Grantors request therefor provide reasonable evidence of the Governmental Owners continued participation from time to time thereafter in the WCIA 14 CityAPPAgreement20100101doc 73 Waiver of Claims Subroaation The parties in the exercise of their commercial business judgment acknowledge that the use of insurance is the best way to protect against the risk af loss to their respective properties and economic interests Accordingly a Grantor hereby waives its right of recovery claims actions or causes of action against the Grantee for loss or damage to the Mels Property the Parking Lot the Garage the Substituted Property or any personal property therein of Grantor and its officers employees and agents collectively the Grantor Parties to the extentof any insurance proceeds paid to the party suffering the loss and any additional insurance proceeds that would have been paid to the party suffering the loss had the insurance required under this Agreement been carried by such parly and b Grantee hereby waive their rights of recovery claims actions or causes of action against the Grantor for loss or damage to the Mels Property the Parking Lot the Garage the Substituted Property or any personal property therein of Grantee and its officers employees and agents Grantee Parties to the extent of any insurance proceeds paid to the party suffering the loss and any additional insurance proceeds that would have been paid to the party suffering the loss had the party obtained the same insurance coverage required under this Agreement had been carried Each party shall cause any insurance policy obtained by it including the insurance required under this Article 6 to provide that the insurance company waives all right to recover by way of subrogation against the other 74 Indemnification Subject to the waiver of claims under Section 63 above a Grantor agrees to defend indemnify and hold harmless Grantee from and against all claims demands losses liabilities damages actions proceedings expenses and costs including reasonable attorneys fees and costs of suit of any nature whatsoever brought by third parties and arising out of or resulting from the Grantors use of the Parking Lot the Garage the Substituted Property or from any other activity work or thing done permitted or suffered by the Grantor in on or about the Parking Lot the Garage or the Substituted Property and b Grantee agrees to defend indemnify and hold harmless Grantor from and against all claims demands losses liabilities damages actions proceedings expenses and costs including reasonable attorneys fees and costs of suit of any nature whatsoever brought by third parties and arising out of or resulting from the Grantees use of the Parking Lot the Garage the Substituted Property or from any other activity work or thing done permitted or suffered by the Grantee in on or about the Parking Lot the Garage or the Substituted Property In the event of concurrent negligence the indemnifying party shall only be liable for that portion of liability related to the percentage of its respective negligence or misconduct 8 Arbitration In the event of any dispute between Grantor and Grantee which cannot be resolved such dispute shall be determined by arbitration in King County Washington under the American Arbitration Association AAA Commercial Arbitration Rules with Expedited Procedures in effect on the date hereof as modified by this Agreement There shall be one arbitrator selected by each party within seven days of the arbitration demand and a third arbitcator mutually agreed upon by the parties or if the parties fail to designate the arbitrator within such time period then an arbitrator shall be appointed in accordance with the procedures set forth in the applicable AAA rules Any issue about whether a claim must be arbitrated pursuant to this provision shall be determined by the arbitrator At the request of either party made not later than 75 days after the arbitration demand the parties agree to submit the dispute to nonbinding mediation which shall not delay the arbitration hearing date There shall be no substantive motions or discovery except the arbitrator shall authorize such discovery as may be necessary to ensure a fair hearing which shall be held within 120 days of the demand and concluded within two days These time limits 15 CityAPPAgreement20100101doc are not jurisdictional The arbitrator shall apply substantive law and may award injunctive relief or any other remedy available from a judge including attorneys fees and costs to the prevailing party but the arbitrator shall not have the power to award punitive damages 9 Term if not exercised prior thereto the rights herein granted to Grantee shall expire exactly ten 10 years from the date this Agreement is recorded in the public records of King County Washington The parties may hereafter agree to extend the term of this Agreement any such extension shall be in a writing executed by the Grantor and Grantee 10 Notices All notices consents approvals or demands required under this Agreement shall be in writing and shall be deemed delivered when either a deposited in the United States mail certified or registered postage prepaid b transmitted by telegraphic or electronic means or by recognized courier service with proof of service provided or c delivered in person in any event addressed to or delivered to the appropriate party at all addresses for such party as follows APP Auburn Professional Plaza LLC co Michael John Klein Esq 5743 Corsa Avenue Suite 216 Westlake Village California 91362 with concurrent copies to Auburn Professional Plaza LLC PO Box 1294 Auburn Washington 980711294 Attention Jeffrey Oliphant President and to Anthony L Rafel Esq Rafel Law Group PLLC 999 Third Avenue Suite 1600 Seattle Washington 98101 The City City of Auburn 25 West Main Street Auburn Washington 980014998 Attention Mayor with concurrent copies to City of Auburn 25 West Main Street Auburn Washington 980014998 Attention Director of Human ResourcesRisk n and Property Management and to 16 CityAPPAgreement20100101doc City of Auburn 25 West Main Street Auburn Washington 980014998 Attention City Attorney or to such other and additional addresses as either party may from time to time designate for this purpose 11 Other Provisions 111 Runs with the Land Assiqnment The covenants conditions restrictions and rights set forth herein shall run with the Mels Property and if applicable the Substituted Property and shall subject to the terms and limitations set forth in Section 112 below benefit and be binding upon Grantor and Grantee and their respective successors and assigns The rights herein granted to APP are freely assignable by APP upon recordation of such assignment in the public records of King County Washington Notwithstanding anything herein to the contrary no rights in to or for the general public are created hereby 112 Subordination of Mortqaaes Any mortgage deed of trust or other security instrument a Mortgage now or hereafter placed upon the Mels Property or any portion thereof or otherwise including the Mels Property including any amendments replacements renewals and extensions thereof shall be subject to and subordinate to this Agreement as the same may be amended from time to time 113 Estoppel Certificates Within fifteen 15 days of a written request of a party the other party shall execute acknowledge and deliver to the requesting party or its designee a written statement confirming the status of such matters under this Agreement as are set forth in such written request from the requesting party It is intended that such statements may be relied upon by lenders providing financing or proposed tenants purchasers or assignees of such requesting partys property If the recipient party shall fail to respond within thirty 30 days of receipt of such written request as provided herein the recipient party shall be deemed to have admitted the accuracy of any information supplied by the requesting party to a prospective lender tenant purchaser or assignee and that there are no uncured defaults in the requesting partys performance 114 Construction This Agreement and the grants of rights herein shall not be strictly construed but shall be given a reasonable construction so that the intention of Grantee to obtain long term and commercially usable enjoyment of the development rights herein granted is carried out 115 Attornevs Fees In connection with this Agreement and its performance APP and the City shall each pay their own attorneys fees In the event of any default or other breach by a party to this Agreement the prevailing party shall be entitled to recover attorneys fees in the any action or arbitration to enforce the provisions hereof The term attorneys fees as used herein and elsewhere in this Lease shall mean and include all reasonable legal fees and charges including appellate fees and charges paralegal fees and charges court filing and process fees marshals and sheriffs fees and charges investigative fees and charges and all other sums related thereto 17 C ityAPPAgreement20100103 doc 116 Force Maieure Notwithstanding anything contained in this Agreement to the contrary any delay in the performance of any obligation under this Agreement shall be excused if and so long as the performance of the obligation is prevented delayed or otherwise hindered by acts of God fire earthquake flood explosion actions of the elements war riots mob violence inability to procure labor equipment facilities materials or supplies in the open market failure of transportation strikes lockouts actions of labor unions condemnation court orders operation of laws orders of govemmental or military authorities or any other causes whether similar or dissimilar to the foregoing not within the control of such party other than lack or inability to procure money to fulfill its commitments and obligations under this Agreement 117 Severabilitv If any one or more of the provisions of this Agreement or the applicability of any such provision to a specific situation shall be held invalid or unenforceable such provision shall be modified to the extent necessary to make it or its application valid and enforceable and the validity and enforceability of all other provisions of this Agreement and all other applications of any such provision shall not be affected thereby 118 Governina Law This Lease shall be governed and interpreted solely by the laws of the State of Washington Venue for any action hereunder or relating hereto shall solely be in King County Washington 119 Captions Captions of Sections and subsections of this Agreement are for convenience only and shall not be considered in resolving any questions of interpretation or construction of any term covenant or provision 1110 Time Time is of the essence of this Agreement and of each and every provision thereof 1111 Written Aqreement This Agreement together with prior and concurrent written agreements to the extent not modified herein contains the entire agreement of the parties It is understood that there are no verbal agreements between the parties hereto 1112 NonWaiver No covenant term or condition of this Agreement or breach thereofl shall be deemed waived except if expressly waived in a written instrument executed by the waiving party specifically reciting the covenant term or condition or breach thereof being waived and any such waiver of such covenant term condition or breach shall not be deemed to be a waiver of any preceding or succeeding covenant term condition or breach This page ends here f 18 CityAPPAgreement20100103doc IN WITNESS WHEREOF APP and the City have duly executed this Agreement as of the day and year first above written AUBURN PROFESSIONAL PLAZA LLC a Washington limited liability company By Oliphant Real Estate Senrices Inc a Washington corporation its manager and managing member By Jeffrey Oliphant President STATE OF COUNTY OF On 2010 before me Notary Public personally appeared Jeffrey Oliphant personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the persons or the entity upon behalf of which he acted executed the instrument WITNESS my hand and official seal SIGNATURE OF NOTARY 19 CityAPPAgreement20100103 doc By Approved City Attorney STATE OF WASHINGTON COUNTY OF KING THE CITY OF AUBURN a municipal corporation Peter Lewis Mayor On 2010 before me Notary Public personally appeared Peter Lewis personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the entity upon behalf of which the person acted executed the instrument WITNESS my hand and official seal SIGNATURE OF NOTARY 20 CityAPPAgreement20100103doc EXHIBIT C MEMORANDUM OF OPTION TO PURCHASE AFTER RECORDING RETURN TO Auburn Professional Plaza LLC co Michael John Klein CPA 5743 Corsa Avenue Suite 216 Westlake Village CA 91362 Document Title MEMORANDUM OF OPTION TO PURCHASE Grantor CITY OF AUBURN Grantees AUBURN PROFESSIONAL PLAZA LLC Abbreviated Legal 9EVISE Description Lots 57 Blk O LW Ballards Park Add Vol 3 pg 91 Lots 14 Blk O 1 St Add to Town of Slaughter Vol 2 pg 84 Full legal description on Exhibit A attached hereto AssessoCs Tax 1611 Parcel Numbers 0492000595 0492000605 7816200030 7816200035 7816200025 7816200020 7816200015 7816200010 7816200005 Reference Number of None Related Documents 21 CityAPPAgreement20100101doc MEMORANDUM OF OPTION TO PURCHASE AUBURN PROFESSIONAL PLAZA LLC a Washington limited liabiliry company APP and THE CITY OF AUBURN a code city of the state of Washington the City entered into an agreement dated 2010 the AgreemenY which provides among other things that for and in consideration of the covenants and performance therein set forth and upon the terms conditions covenants and provisions set forth in length therein Pursuant to the Agreement APP agreed to sell and the City agreed to purchase certain property in that certain Condominium Project known as Auburn Professional Plaza a Condominium as recorded under the certain Condominium Map in the official records of King County Washington under recording no the APP Condominium Included as part of the property sold to and purchased by the City is that property legally described as Unit 380 of the APP Condominium Unit 380 2 Pursuant to the Agreement the City granted APP the right to repurchase Unit 380 Said right of repurchase must be completed within two 2 years after the date of recordation of this Memorandum of Option of Purchase 3 The Agreement sets forth the price terms and other conditions concerning the rights herein referenced 4 The herein referenced Agreement is made upon the terms conditions covenants and provisions set forth at length therein each and all of which terms conditions covenants and provisions are hereby incorporated herein with the same force and effect as if set out at length herein To the extent the provisions of this Memorandum of Option to Purchase conflict with the provisions of the Agreement the provisions of the Agreement shall prevail and control This page ends here 22 C ityAPPAgreement20100103 doc IN WITNESS WHEREOF APP and the City have duly executed this Memorandum of Lease as of the day and year first above written AUBURN PROFESSIONAL PLAZA LLC a Washington limited liability company By Oliphant Real Estate Services Inc a Washington corporation its manager and managing member By Jeffrey Oliphant President STATE OF COUNTY OF On 2010 before me Notary Public personally appeared Jeffrey Oliphant personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the persons or the entity upon behalf of which he acted executed the instrument WITNESS my hand and official seal SIGNATURE OF NOTARY 23 CityAPPAgreement20100101doc THE CITY OF AUBURN a municipal corporation By Peter Lewis Mayor Approved City Attorney STATE OF WASHINGTON COUNTY OF KING On 2010 before me Notary Public personally appeared Peter Lewis personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the entity upon behalf of which the person acted executed the instrument WITNESS my hand and official seal SIGNATURE OF NOTARY 24 CityAPPAgreement20100103 doc EXHIBIT D FIRST AMENDMENT TO PARKING GARAGE LEASE AGREEMENT THIS FIRST AMENDMENT TO PARKING GARAGE LEASE AGREEMENT this First AmendmenY is entered into as of the bY and between City of Auburn a Washington municipal corporation hereafter referred to as Landlord and Auburn Professional Plaza LLC a Washington limited liability company hereafter referred to as Tenant and is in reference to the following A Landlord and Tenant entered into that certain Parking Garage Lease Agreement dated as of December 15 2008 Parking Garage Lease concerning portions of the Parking Facility therein described B As required by and in consideration of the covenants and required perFormance under that certain CityAPP Agreement between the parties dated 2010 the CityAPP AgreemenY the parties desire to amend the Parking Garage Lease Now therefore for valuable consideration the receipt and sufficiency of which is hereby acknowledged the parties agree as follows 1 Unless otherwise defined herein all capitalized terms herein shall be as defined in the Parking Garage Lease 2 Reference is made to Article 1 of the Parking Garage Lease The Commencement Date was January 7 2010 and the last day of the Primary Term Expiration Date shatl be January 31 2025 Tenants rights to the Options Terms shall remain in effect 3 Section 11a is amended by adding a provision at the end of that section as follows Primary Parking shall mean a total of sixtysix 66 Parking Stalls Secondary Parking shall mean a total of fiftynine 59 Parking Stalls 4 Section 11b is amended in its entirety and shall hereafter provide as follows b TERM i For the Primary Parking w an initial term of 15 years beginning on January 7 2010 and expiring on January 31 2025 Primary Parking Initial Term x four 4 Option Terms of ten 10 years each Primary Parking Option Terms 1 25 CityAPPAgreement20100101doc y The Primary Parking Initial Term and the Primary Parking Option Terms are collectively referred to as the Primary Parking Term z The defined phrase Primary Term in the Parking Garage Lease shall have the same meaning as Primary Parking Initial Term ii For the Secondary Parking x an initial term of approximately 4 years and 9 months beginning on May 1 2010 and ending April 30 2015 Secondary Parking Initial Term y one 1 Option Term of five 5 years Secondary Parking Option Term z The Secondary Parking Initial Term and the Secondary Parking Option Term are collectively referred to as the Secondary Parking Term 5 Sections 11e and 31 are amended as follows a For Primary Parking Tenant agrees to pay as follows i for 16 Parking Stalls 0 for rent plus a proportionate share of Additional Rent andor Operating Costs plus Leasehold Excise Tax based on the per Parking stall Rent due on the other Primary Parking Stalls ii for the remaining 50 Parking Stalls as set forth in section 1 and 3 of the Parking Garage Lease b For Secondary Parking Tenant agrees to pay as follows i for the Secondary Parking Initial Term 45 per Parking Stall per Month plus Additional Rent andor Operating Costs plus Leasehold Excise tax ii for the Secondary Parking Option Term the fair market rental value not to exceed the thencurrent rent for the Primary Parking plus Additional Rent andor Operating Costs plus Leasehold Excise Tax Fair market rental value shall be determined in accordance with section 32 of the Parking Garage Lease 6 Section 58 of the Parking Garage Lease is hereby deleted 7 The Parking Garage Lease shall remain in full force and effect and except as set forth herein shall be unmodified This page ends here 26 CityAPPAgreement20100101doc IN WITNESS WHEREOF Landlord and Tenant have duly executed this First Amendment as of the day and year first above written AUBURN PROFESSIONAL PLAZA LLC a Washington limited liability company By Oliphant Real Estate Services Inc a Washington corporation its manager and managing member By Jeffrey Oliphant President STATE OF COUNTY OF On 2010 before me Notary Public personally appeared Jeffrey Oliphant personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the persons or the entity upon behalf of which he acted executed the instrument WITNESS my hand and official seal SIGNATURE OF NOTARY 27 CityAPPA greement20100103 doc By Approved City Attorney STATE OF WASHINGTON COUNTY OF KING THE CITY OF AUBURN a municipal corporation Peter lewis Mayor On 2010 before me Notary Public personally appeared Peter Lewis personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument theentity upon behalf of which the person acted executed the instrument WITNESS my hand and official seal SIGNATURE OF NOTARY 28 CityAPPAgreement20100103doc EXHIBIT E MEMORANDUM OF PARKING GARAGE LEASE AFTER RECORDING RETURN TO Auburn Professional Plaza LLC co Michael John Klein CPA 5743 Corsa Avenue Suite 216 Westlake Village CA 91362 Document Title MEMORANDUM OF PARKING GARAGE LEASE Grantor CITY OF AUBURN Grantees AUBURN PROFESSIONAL PLAZA LLC Abbreviated Legal NERT Description Full legal description on Exhibit A attached hereto Assessors Tax INSR Parcel Numbers Reference Number of None Related Documents 29 CityAPPAgreement20100101doc MEMORANDUM OF PARKING GARAGE LEASE AUBURN PROFESSIONAL PLAZA LLC a Washington limited liability company Tenant and THE CITY OF AUBURN a code city of the state of Washington the Landlord entered into that certain Parking Garage Lease dated December 15 2008 and that certain First Amendment to Parking Garage Lease dated 2010 together the Parking Garage AgreemenY which provides among other things that for and in consideration of the covenants and perFormance therein set forth and upon the terms conditions covenants and provisions set forth in length therein 1 Landlord leases to Tenant and Tenant hires from Landlord the Parking Stalls described in the Parking Garage Agreement for a period commencing upon January 7 2010 and expiring January 31 2025 Under the Parking Garage Agreement Landlord granted to Tenant four 4 options to extend the term of the Parking Garage Agreement for ten 10 years each 2 The Parking Stalls leased by Landlord to Tenant is a portion of a Parking Garage Condominium Unit located on the real property located in the City of Auburn County of King Washington legally described on Exhibit A attached hereto the Parking Garage 3 The herein referenced Parking Garage Agreement is made upon the terms conditions covenants and provisions set forth at length therein each and all of which terms conditions covenants and provisions are hereby incorporated herein with the same force and effect as if set out at length herein To the extent the provisions of this Memorandum of Parking Garage Lease conflict with the provisions of the Parking Garage Agreement the provisions of the Parking Garage Agreement shall prevail and control This page ends here 30 C ityAPPAgreement20100103 doc IN WITNESS WHEREOF Landlord and Tenant have duly executed this Memorandum of Lease as of the day and year first above written AUBURN PROFESSIONAL PLAZA LLC a Washington limited liability company By Oliphant Real Estate Services Inc a Washington corporation its manager and managing member By Jeffrey Oliphant President STATE OF COUNTY OF On 2010 before me Notary Public personally appeared Jeffrey Oliphant personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the persons or the entity upon behalf of which he acted executed the instrument WITNESS my hand and official seal SIGNATURE OF NOTARY e 31 CityAPPAgreement20100101doc THE CITY OF AUBURN a municipal corporation By Peter Lewis Mayor Approved City Attorney STATE OF WASHINGTON COUNTY OF KING On 2010 before me Notary Public persqnally appeared Peter Lewis personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the entity upon behalf of which the person acted executed the instrument WITNESS my hand and official seal SIGNATURE OF NOTARY 32 CityAPPAgreement20100103doc EXHIBIT A TO MEMORANDUM OF PARKING GARAGE LEASE LEGAL DESCRIPTION to oilow 33