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
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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
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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
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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
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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
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SEE EXHIBITS A THROUGH E ATTACHED HERETO
AND INCORPORATED HEREIN BY THIS REFERENCE
IN WITNESS WHEREOF APP and the City have duly executed this Agreement
as of the day and 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
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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
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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
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Parking Spaces on the new Parking Plan and once the replacement Parking Spaces have
been completed the parties shall cause the formation of a condominium to own the 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
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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
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other including attending meetings with the tax assessor to facilitate such separate
assessment or an accurate billing and calculation of Property Taxes as contemplated by this
Agreement
c Insurance Costs means all property and liability insurance premiums with
respect to the Parking Lot required to be carried by Grantor under Sections 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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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THE CITY OF AUBURN
a municipal corporation
By
Peter Lewis Mayor
Approved
City Attorney
STATE OF WASHINGTON
COUNTY OF KING
On 2010 before me
Notary Public personally appeared Peter Lewis personally known to me to
be the person whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in his authorized capacity and that by his signature on the
instrument the entity upon behalf of which the person acted executed the instrument
WITNESS my hand and official seal
SIGNATURE OF NOTARY
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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
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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
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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
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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
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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
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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
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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
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CityAPPAgreement20100103doc
EXHIBIT A
TO MEMORANDUM OF PARKING GARAGE LEASE
LEGAL DESCRIPTION
to oilow
33