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Home My WebLink About2024-0153 - - Notice of Lease Termination and Surrender Agreement, Hills of Comics - Docusign Envelope ID:544C2425-2266-42D1-982F-A54250EBCAB3 NOTICE OF LEASE TERMINATION &SURRENDER AGREEMENT This Notice of Lease Termination and Surrender Agreement("Agreement") is effective as of the end day of December , 2024 (the "Effective Date"), by and between 125 E Main St, LLC ("Landlord") and John and Michelle Hill, D/B/A Hills of Comics("Tenant"). I.RECITALS A. Landlord and Tenant entered into a Lease Agreement dated August 1, 2023 with 125 E Main St LLC ("Lease"), for that certain premises located at 125 East Main Street, Auburn, King County, Washington ("Premises"). The Lease provided for a term of twelve (12) months, commencing on August 1,2023, and terminating on July 31,2024.As a requirement of that Lease, the Tenant paid a"Security Deposit"of Three Thousand Dollars($3,000)to the Landlord, which Landlord still holds in full and makes no claims, in whole or in part for or against said Security Deposit as of the date of this Agreement. B. Tenant is currently in a monthly "Holding Over" (as defined in the Lease) period. To date,the Landlord has accepted 100%of the Base Rent as payment in full rather than the 150% of Base Rent as described in the Holding Over section. The Landlord and Tenant acknowledge that this acceptance does not constitute a waiver or modification of the Lease. C. Landlord and the City of Auburn ("City") entered into a Purchase and Sale Agreement for the land and improvements, which include the Premises located at 125 East Main Street, Auburn, WA (collectively the "Property") dated October 21, 2024 ("PSA"). The PSA is subject to the terms and conditions of the Lease. The "Closing" (defined as the recording of the conveyance deed transferring ownership of the Property) of the PSA is anticipated to be on or around December 31,2024. Upon Closing,the City will assume the role of Landlord. D. The City acknowledges and is supportive of this Agreement. NOW, THEREFORE,the City, Landlord, and Tenant hereby agree as follows: II.AGREEMENT 1. Notice of Termination & Surrender. Landlord hereby serves Notice that this Lease shall terminate, and Tenant shall surrender the Premises, subject to the terms and conditions below no later than 3 p.m. local time on January 31, 2025 ("Surrender Date"). Landlord and Tenant agree that"Surrender"of the Premises shall collectively include the following, (1)Tenant has turned over all keys, key fobs, and possession of the Premises to Landlord, (2) all Tenant's personal property including: product inventory, equipment, furniture, racking, display cases, storage containers, and posters have been removed from the Premises, (3) all boxes, bags, trash, and debris have been removed from the Premises, and (4) Tenant provides proof of utility termination effective on or by the Surrender Date. Page 1 of 4 Docusign Envelope ID:544C2425-2266-42D1-982F-A54250EBCAB3 2. Landlord Promises. So long as Tenant continues to faithfully pay Rent on time and meet all of the other conditions of the Lease, Landlord agrees to the following: i. Base Rent. Landlord agrees to accept 100% of the Base Rent as full payment through the Surrender Date, notwithstanding the Holdover rate provided for in the Lease. ii. Landlord Insurance. Landlord agrees to continue its practice of not charging Tenant for Landlord's Insurance Premiums as allowed for in the Lease. iii. Security Deposit. Landlord agrees to return 100% of the Security Deposit if Tenant fully Surrenders the Premises (as described in Section 1) on or before the Surrender Date. 3. Tenant's Continued Possession of the Premises beyond the Surrender Date. If Tenant continues to occupy the Premises beyond the Surrender Date, then Landlord will charge Tenant and Tenant agrees to faithfully pay 150% of the current Base Rent until Tenant has fully vacated and surrendered the Premises. 4. Tenant's Abandonment of the Premises or Personal Property. Tenant shall be deemed to have abandoned the Premises and/or Tenant's Personal Property if: (1)Tenant does not occupy the Premises for a period of ten (10) consecutive calendar days, following execution of this Agreement;or (2)Tenant fails to fully Surrender the Premises as described in Section 1 above. Should Tenant abandon either the Premises or Personal Property, the Parties hereby acknowledge and agree that Tenant's right to the refund of its Security Deposit, in whole or part, is waived. In addition to Tenant's forfeiture of the Security Deposit, Landlord is entitled to seek cost recovery from Tenant for any unpaid Base Rent at the Holdover rate, and for the Landlord's cost to remove and dispose of any Personal Property, trash, debris, or any other items left on the Premises by Tenant preventing a full Surrender. Cost recovery for the removal of Tenant's Personal Property, trash, debris, etc. shall include the full cost of removal, including hauling and dump fees. 5. Mutual Release. a. Release of Landlord. As consideration for Landlord's Promises, Tenant agrees and does hereby release the Landlord, and its partners, owners, officers, directors, agents, employees, attorneys, and assignees from any and all claims and causes of action, known or unknown, arising out of the Lease, or this Agreement, including without limitation, all property damage or loss of Tenant's quiet enjoyment of the Premises, claims arising in contract or tort and arising out of the Tenant's occupancy of the Premises subject to the Lease, whether express or implied, or claims otherwise arising from any acts or omissions occurring prior to the date hereof, whether or not the subject of any lawsuit. Landlord's Promises set forth herein shall survive and are not released until said Surrender of the Premises have been completed. b. Release of Tenant. As consideration for the terms, conditions, and promises of this Agreement,Landlord agrees and does hereby release the Tenant,and its members, owners, officers, directors, agents, employees, and attorneys from any and all claims and causes Page 2 of 4 Docusign Envelope ID:544C2425-2266-42D1-982F-A54250EBCAB3 of action, known or unknown, claims arising in contract or tort, whether express or implied, or claims otherwise arising from any acts or omissions occurring prior to the date hereof,whether or not the subject of any lawsuit. Those obligations of Tenant set forth herein shall survive and are not released until the Surrender of the Premises have been completed. Landlord agrees that, provided Tenant pays all rent, taxes, maintenance and utilities charges through January 31, 2025, and all costs and expenses required to Surrender the Premises, including Tenant's full and complete removal of all of Tenant's Personal Property from the Premises, Tenant shall have no further obligation for the payment of rent and/or for any other obligations under the Lease for the Premises. 6. Representation and Warranties.Tenant and Landlord each represent and warrant to the other as follows: a. That said party has the authority to enter into this Agreement and to perform under this Agreement; b. That said party has not breached the Lease, including without limitation, entering into any agreement to sublease the Premises to anyone else; and c. That said party has no knowledge of any liens on the Premises due to Tenant's activities. 7. General Provisions. a. Time is of the essence in the performance of the parties' respective obligations set forth in this Agreement. b. This Agreement constitutes the entire understanding of the parties and all prior agreements,representations,and understandings between the parties,whether oral or written, are deemed null, all of the foregoing having been merged into this Agreement. The parties acknowledge that each party has had the opportunity to have independent legal review and/or its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall be employed in the interpretation of this Agreement or any amendments or exhibits to this Agreement or any document executed and delivered by either party in connection with this Agreement. c. This Agreement shall be construed under Washington law and the venue for any claims arising out of this Agreement shall be in King County,Washington. d. If for any reason, any provision of this Agreement shall be held to be unenforceable, it shall not affect the validity or enforceability of any other provision of this Agreement. e. This Agreement, including Exhibits and/or addenda, if any, expresses the entire agreement of the parties. There are no other understandings, oral or written, which in any Page 3 of 4 Docusign Envelope ID:544C2425-2266-42D1-982F-A54250EBCAB3 way alter or enlarge its terms, and there are no warranties or representations of any nature whatsoever, either expressed or implied, except as may be set forth herein. f. This Agreement may be executed in counterparts. All executed counterparts shall constitute one agreement, and each counterpart shall be deemed an original. g. The parties hereto agree that each party shall be responsible for their own attorneys' fees and costs incurred in the negotiation for and preparation of this Agreement. In the event any dispute between the parties over the terms of this Agreement results in litigation,venue shall be in King County and the prevailing party in any such action shall be reimbursed by the non- prevailing party for all reasonable costs and expenses, including, without limitation, reasonable attorneys' and experts' fees and costs incurred by the prevailing party in connection with such litigation or other proceeding and any appeal thereof. Such costs, expenses and fees shall be included in and made a part of the judgment recovered by the prevailing party, if any, including any appeal. h. Except as expressed herein,all other covenants,terms,and conditions of the Lease remain in full force and effect. In the event of any conflict between the terms of the Lease and this Agreement,the terms of this Agreement shall govern. SIGNATURES LANDLORD TENANT 125 E. MAIN, LLC John & Michelle Hill DocuSigned by Constance Nelson, Managing Member John Hill Owner Date: 11/12/2024 Date: 12/2/2024 �nn..DocuSigned by/�L IVU HILL Micie�le4'Hill, Owner Date: 12/2/2024 App •ved as to For :Ai" tat Jason nalen,Auburn City Attorney �. : /I- /2- Ze7.4 Page 4 of 4 Docusign Envelope ID:544C2425-2266-42D1-982F-A54250EBCAB3 Notice Lease rmin ti nSurrender Agreement Final Audit Report 2024-11-12 Created: 2024-11-12 By: Josh Arndt(jarndt@auburnwagov) Status: Signed Transaction ID: CBJCHBCAABAAKO5FtU-PHsvJnKWk5hdt69dZn_HiQru9 "Notice Lease Termination & Surrender Agreement" History Document created by Josh Arndt(jarndt@auburnwa.gov) 2024-11-12-11:51:15 PM GMT C==' Document emailed to Constance Nelson (ccjjensen@gmail.com)for signature 2024-11-12-11:51:19 PM GMT fj Email viewed by Constance Nelson (ccjjensen@gmail.com) 2024-11-12-11:53:09 PM GMT tt Document e-signed by Constance Nelson (ccjjensen@gmail.com) Signature Date:2024-11-12-11:54:18 PM GMT-Time Source:server Agreement completed. 2024-11-12-11:54:18 PM GMT et Adobe Acrobat Sign