HomeMy WebLinkAbout4114
RESOLUTION NO.4 1 1 4
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, APPROVING THE REAL ESTATE
PURCHASE AND SALE AGREEMENT BETWEEN THE CITY
OF AUBURN AND DARLENE R. NELSON
WHEREAS, City of Auburn Ordinance No. 6011 authorized the acquisition
by eminent domain of several properties necessary for a City Hall Annex, a
Downtown Parking Facility, and expansion of the Downtown Center Plaza; and
WHEREAS, the Mecca Tavern is located on one of those properties; and
WHEREAS, Darlene R. Nelson, the owner of the Mecca Tavern, has
agreed to sell that property to the City in lieu of condemnation; and
WHEREAS, the City of Auburn and Ms. Nelson have executed a purchase
and sale agreement for the Mecca Tavern p'roperty; and
WHEREAS, the agreement will become effective upon City Council
approval of the sale price and the terms of the sale; and
WHEREAS, the City Council has reviewed the purchase and sale
agreement and finds that it is in the public interest for the parties to go forward with
the sale of the Mecca Tavern property at the sale price and under the terms set
forth in the purchase and sale agreement.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows:
Section 1. The Purchase and Sale Agreement between the City of
Auburn and Darlene R. Nelson in substantial conformity to the agreement attached
Resolution No. 4114
November 15, 2006
Page 1 of 2
hereto, marked as Exhibit "A" and incorporated herein by this reference, is
approved, and the Mayor is authorized to execute the same on behalf of the City.
Section 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of this
legislation.
Section 3. This resolution shall be in full force and effect upon passage
and signatures hereon.
Dated and Signed this J6~ day o't-r; f/L.4./A/lL-Iu./'---/ ,2006.
---
PET R B. LEWIS
MAYOR
ATTEST:
~s;u~
lie E. Daskam, City Clerk
Resolution No. 4114
November 15, 2006
Page 2 of 2
REAL ESTATE PURCHASE AND SALE AGREEMENT
CITY OF AUBURN
This Agreement is made and entered into by and between the purchaser, CITY OF
AUBURN (the "City"), and DARLENE RAE NELSON as Trustee of the Nelson Trust and
as Trustee of the G. D. Nelson Decedent Trust B (the "Seller").
WITNESSETH:
Whereas, the City and the Seller are desirous of entering into an agreement
whereby the City will purchase property owned by the Seller.
NOW, THEREFORE, in consideration of the following terms, conditions and
covenants and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, IT IS AGREED by the parties as follows:
1. SALE OF PROPERTY. The Seller shall sell, convey and transfer to the City,
and the City shall purchase, acquire and take from the Seller, the real property generally
located at Three East Main Street in the City of Auburn, King County, Washington, legally
described as:
LOT 4, BLOCK "Oil, FIRST ADDITION TO THE TOWN OF SLAUGHTER,
ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 2 OF
PLATS, PAGE 84, IN KING COUNTY, WASHINGTON; EXCEPT THAT
PORTION CONVEYED TO YALE INVESTMENT COMPANY, A
CORPORATION, BY DEED RECORDED UNDER RECORDING NUMBER
2601863, IN KING COUNTY, WASHINGTON, MORE PARTICULARLY
DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER
OF SAID LOT; THENCE NORTHERLY ALONG THE EAST LINE OF SAID
LOT TO THE NORTHEAST CORNER OF SAID LOT; THENCE WEST
ALONG THE NORTH LINE OF SAID LOT, 16.75 FEET TO A POINT IN
THE CENTER LINE OF A CONCRETE WALL; THENCE SOUTH ALONG
THE CENTER LINE OF SAID CONCRETE WALL, TO A POINT IN THE
SOUTH LINE OF SAID LOT, WHICH IS 16.53 FEET WEST OF THE POINT
OF BEGINNING; THENCE EAST ALONG SOUTH LINE OF SAID LOT,
16.53 FEET TO THE POINT OF BEGINNING; SITUATED IN THE CITY OF
AUBURN, COUNTY OF KING, STATE OF WASHINGTON. SITUATE IN
THE CITY OF AUBURN, COUNTY OF KING, STATE OF
WASHINGTON. Tax Parcel No. 7816200030.
and all herediments, appurtenances, improvements, and buildings belonging or in any
way appertaining to the "Property."
1
2. EARNEST MONEY DEPOSIT. The City agrees to pay herewith One Hundred
US Dollars ($100.00) as earnest money, in the form of a City of Auburn promissory note to
be deposited with the closing agent as part payment on the purchase price, payable to the
Seller upon closing.
3. PURCHASE PRICE. The purchase price for the Property is Four Hundred
Ninety Thousand US Dollars ($490,000.00). The parties acknowledge that the purchase
price represents the fair market value of the Property. The agreed upon amount is
payable by City warrant at closing.
4. CONDITION OF PROPERTY. Unless otherwise described in this paragraph the
City offers to purchase the Property in an "as is" condition, with all physical defects,
except those identified in paragraph 11, herein, including those that cannot be observed
by casual inspection. Physical defects known to the Seller at the time of closing which are
not observable by casual inspection shall be disclosed to the City.
OTHER CONDITIONS OF PURCHASE:
5. REPRESENTATIONS OF SELLER. The Seller hereby represents to the City
the following:
(A) To the best of the Seller's knowledge there are no pending special
assessments or condemnation actions with respect to the Property or any part thereof,
and the Seller has no knowledge of any special assessment or condemnation actions
being contemplated, other than that of the Buyer, and;
(B) "f:R8re is no p8Rding liti9ation oF--S~t-thfeateRed-~wmefl-eel:Hd-result-t .' '
in a lis p~md9ns being lawfully filed against the Property, aRd; ~"'~-:. 4-tJ -.. ',~l,.A.m /1 \aT! "
(C) The Seller will cooperate with the City and execute all documents necessary to
remove or release liens, assessments, encumbrances, mortgages or deeds of trust in
order to deliver to the City marketable title to the Property;
(D) The Seller has good and marketable title and fee simple to the Property, which
is not subject to any liens, encumbrances, restrictions, or easements of any kind except
those which have been disclosed on the Commitment for Title Insurance received by the
City; and
(E) Neither the execution of this agreement, nor the performance of any of the
terms or provisions hereof, violates, or shall violate, or conflicts with in any material aspect
or constitutes a default under, any existing contract document understanding, agreement
or instrument to which the Seller is a party, or by which the Seller may be bound.
(F) Pursuant to paragraph 18 of the Seller's lease to the tenant of the Property, a
copy of which is attached hereto and incorporated by reference, the Seller shall terminate
said lease by written notice to the tenant at least fourteen (14) calendar days prior to the
closing date set forth in paragraph 6 of this Purchase and Sale Agreement, with said
tenant vacating the Property, including the removal of any tenant improvements or fixtures
agreed upon by the Seller and tenant, no later than the cancellation date of the lease.
The Seller shall carbon copy Buyer on all correspondence to said tenant, including the
notice of termination, and forward copies of any correspondence from said tenant to the
Buyer. ,~;:; (
6. CLOSING. The closing date shall be December 1?20' unless the Parties 4
agree to another time. The place of closing s;all be at Chicago Tille Insurance Co., 25668 / .
104th Avenue SE, Kent, Washington. The Seller shall be responsible and entitled to have
all closing documents reviewed by its own counselor agent prior to closing. The risk of
loss to the improvements, if any, on the Property prior to closing shall be Seller's and in
the event of damage or destruction, the City shall be entitled to terminate this agreement.
The City may postpone closing or terminate this agreement if it reasonably appears to the
City that the Seller has misrepresented the condition of title, marketability of the Property
or any other matter contained in Paragraph 4, above.
7. SELLER'S CLOSING DOCUMENTS. At the closing, the Seller shall produce
and execute:
(A) a Warranty Deed (The "Deed"), duly executed and acknowledged in a
recordable form, conveying to the City marketable title to the Property free and clear of all
liens, assessments, deeds of trust, mortgages, or encumbrances except those expressly
agreed to by the City;
(B) a detailed statement, prepared by the escrow officer and/or the closing
attorney, setting forth the appropriate adjustments and prorations to be made at the
closing;
(C) a completed Seller's Disclosure Statement; and
(D) all other documentation reasonably required by the City.
8. EXPENSES.
A. Expenses of Seller. The Seller shall pay:
(i) real estate taxes prorated to the date of closing;
(ii) all assessments, liens, mortgages, deeds of trust or other encumbrances
(Le. real estate excise tax);
(iii) the Seller's attorney fees; and
(iv) all other expenses incurred by Seller which relate to the Property;
B. Expenses of City. The City shall pay:
(i) all recording fees;
(ii) its attorney fees;
(iii) real estate taxes due after the closing date, if any.
(iv) title insurance premiums.
(v) escrow charges, if any.
(vi) excise/transfer taxes to the state and county, if any.
9. POSSESSION. The Seller shall deliver possession of the Property to the City on
the date of closing.
10. TIME. Time is of the essence of this Agreement.
11. TITLE EXAMINATION. This Agreement is subject to and conditioned on the
Seller providing to the City clear title to the real property, to the City's satisfaction, as
shown on a Policy of Title Insurance covering the purchase of the Property in the amount
of the cash purchase price, provided and paid for by the City. In the event that Seller is
unable to cure any title encumbrances which are unacceptable to the City, the City may at
its option: (1) terminate this agreement by written notice, whereupon no party shall have
any further liability under this agreement; or (2) postpone the date of closing for up to sixty
(60) days, during which time Seller shall use all reasonable efforts and expend reasonable
3
sums as may be necessary to cure the objections of the City. If the objections to title are
not cured on or before the closing date, as postponed, the City may terminate this
agreement or waive the objections to title.
12. COMMISSION. The Seller warrants and represents to the City that if any real
estate brokerage commission or fees are payable, the Seller hereby indemnifies the City
from and against any and all claims for any real estate brokerage commission fees which
may arise as a result of any acts of the Seller. The Seller will pay any real estate fees at
closing, unless agreed otherwise.
13. HAZARDOUS WASTE. To the best of the Seller's knowledge the Property is
not in violation of any federal, state or local law, ordinance, or regulation relating to the
environmental conditions on, under, or about the Property, including but not limited to, soil
and ground water conditions, and that during the time in which the Seller owned the
Property, neither the Seller nor, to the best of the Seller's knowledge, any third party has
used, generated, stored, or disposed of, on, under, or about the Property or transported to
or from the Property any hazardous waste, toxic substances, or related materials (the
"Hazardous Materials"). For the purposes of this paragraph, Hazardous Materials shall
include, but is not limited to, substances defined as "Hazardous Substances," "Hazardous
Materials," "Hazardous Waste," "Toxic Substances," in the Comprehensive Environmental
Response Compensation and Liability Act of 1980, as amended, and RCW Title 7 and the
regulations promulgated pursuant to such laws.
The Seller will indemnify and hold harmless the City from all required remediation,
damage, claim or loss (including attorney fees incurred in defending any claim) arising
from the placement, storage, disposal or release on the Property of any Hazardous
Materials during such time as the Seller was in possession or had any interest in the
Property. This indemnification and hold harmless shall survive and not be merged into the
deed delivered by the Seller to the City for the Property.
If prior to the closing date the City discovers that the Property contains any
Hazardous Waste, of which it has not been previously advised, the City may terminate this
Ag reement.
14. CONDEMNATION. The City and the Seller acknowledge that the Property
being sold/purchased hereunder is being purchased under the threat of condemnation
pursuant to RCW Title 8.
15. NOTICES. Any notices required or permitted to be given shall be in writing and
delivered either in person or by certified mail, return receipt requested, postage pre-paid,
addressed as follows or such other address as may be designated by either party:
City:
City of Auburn
Legal Department
25 W. Main St.
Auburn WA 98001
Copy to:
Office of the City Clerk
25 W. Main St.
Auburn WA 98001
4
Seller:
y,-" r / r:' n e. j\./ e I~C?-, / ~ J/c l:::
/ /0 IlIlNM CMIEUI
7' A1TOANEY iii lAW
... MeR: IMlIO.MII
fEDBW." .....
Any notice given pursuant to this Agreement shall be deemed effective the day it is ..ir
personally delivered or three (3) business days after the date it is deposited in the United
States mails.
16. ENTIRE AGREEMENT/MODIFICATION. This written Agreement constitutes
the entire and complete Agreement between the Parties hereto and supersedes any prior
oral or written agreements between the Parties with respect to the Property. It is
expressly agreed that there are no verbal understandings or agreements, which in any
way change the terms, covenants, and conditions herein set forth. No modifications of
this Agreement and waiver of any of its terms and conditions shall be effective unless in
writing and duly executed by the Parties hereto.
17. BINDING EFFECT. All covenants, agreements, warranties and provisions of
this Agreement shall be binding upon and inure to the benefit of the Parties hereto and
their respective heirs, executors, administrators, personal representatives, successors
and assigns.
18. CITY COUNCIL APPROVAL. The Seller acknovyledges that this Agreement
does not bind the City of Auburn until (1) the Mayor executes the Agreement and (2) the
City Council approves the Agreement.
19. SELLER DISCLOSURE STATEMENT. The Seller shall, within five (5) days of
accepting this Agreement, deliver to the City a completed, signed and dated Real Property
Transfer Disclosure Statement substantially in the form set forth in RCW 64.06.020. The
City shall within three business days, or as otherwise agreed to, after receipt of the Real
Property Transfer Disclosure Statement have the right to (1) approve and accept the Real
Property Disclosure Statement; or (2) rescind this Agreement pursuant to the City's sole
discretion. If the City elects to rescind the Agreement, the City will deliver written notice of
rescission to the Seller within the above three (3) business day period, or as otherwise
agreed. Upon delivery of a rescission statement, the City shall be entitled to immediate
return of all deposits and other consideration paid to Seller. If City does not deliver a
written rescission notice, the Real Property Transfer Disclosure Statement will be deemed
approved.
20. SECTION 1031 LIKE-KIND EXCHANGE. If the Seller intends for this
transaction to be a part of a Section 1031 like-kind exchange, the Buyer agrees to
cooperate in the completion of the like-kind exchange so long as the Buyer incurs no
additional liability in doing so. Any expenses related to the exchange shall be paid by the
Seller, or if paid by the Buyer shall be reimbursed to the Buyer at or prior to closing.
21. DEFAULT AND ATTORNEY'S FEES. In the event that either party fails,
without legal excuse, to perform any obligation under this Agreement, then the other party
5
may, at its option, bring suit against the party failing to perform for the other party's actual
damages, or pursue any other rights or remedies available at law or in equity.
If either party institutes suit concerning this Agreement, the prevailing party is
entitled to its court costs and reasonable attorney's fees. In the event of trial, the court
shall fix the amount of the attorney's fees. Venue of any suit shall be in the county in
which the property is located, and this Agreement is to be governed by the laws of the
state where the property is located.
22. LEGAL RIGHTS. EACH OF THE PARTIES SHALL SUBMIT THIS
AGREEMENT TO THEIR ATTORNEYS AND TAX SPECIALISTS FOR THEIR REVIEW
AND APPROVAL PRIOR TO SIGNING THIS AGREEMENT. NO REPRESENTATIONS
OR WARRANTIES ARE MADE BY ONE PARTY TO THE OTHER PARTY AS TO THE
LEGAL SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS
AGREEMENT, THE TRANSACTION DESCRIBED HEREIN, OR ANY ATTACHMENTS
TO THIS AGREEMENT.
23. TIME LIMIT FOR ACCEPTANCE. The City offers to buy the property on the
above terms and conditions. The Seller has until midnight of October 24, 2006 to accept
this offer (if not filled in, the day following the City's signature date below). Acceptance is
not effective until a signed copy hereof along with any earnest money is actually received
by the office of Closing Agent. If this offer is not so accepted, it shall lapse.
24. SIGNATURES:
CITY:
PETER B. LEWIS, MAYOR
CITY OF AUBURN
25 W. MAIN ST.
A A 98001
e)
(signature)
NOV 2 0 2006
(date)
6
---...
COMMERCIAL LEASE
WITH PERSONAL GUARANTEE
Je;,
This Lease is made this t:JJv day of September, 2005 by and between DARLENE
RAE NELSON, in her capacity as sole Surviving Trustee. for the Nelson Trust, and as
Trustee of the G.D. Nelson Decedent Trust B, with each Trust controlling one-half
undivided interest of the below described real estate, (hereinafter "Landlord") and JCK
INVESTMENT, INC., a Washington Corporation, (hereinafter "Tenanr). In consideration
for the mutual promises and covenants contained herein, and for other good and valuable
consideration, the parties hereby agree as follows:
1. Premises Leased. The Landlord leases to the Tenant, and the Tenant rents from the
Landlord the following described premises: the real estate housing the -MECCA BAR &
GRILL- at 1 East Main Street, in Aubum WA, and legally described as
Lot 4 In Block "0" of First Addition to the Town of Slaughter. as per plat recorded in
Volume 2 of Pfats on page 84. rec;ords of King County; except that portion conveyed to
Yale Investment Company, a corporation, by deed recorded under Auditor's Fde No.
2601863. records of satd County, more particularly described as follows: Beginning at
the Southeast comer of said Lot; running thence Northerly along the East line of said lot
to the Northeast comer of said Lot, thence West along the North line of said lot, 16.75
feet to a point in the center line of a concrete waD; thence South aJong the center line of
said conaete waft. to a point in the South line of said lot, which is 16.53 feet West of the
point of the beginning, thence East along South line of said Lot. 16.53 feet to the point of
beginning; situate in the City of Auburn, County of King, State of Washington.
2. Tenn. The tenn of the Lease shall be for seven years commencing on November 1,
2005 and ending October 31,2012. This lease is conditioned on the closing of the
Purchase and Sale Agreement entered on or about of August 10, 2005, between JCK
INVESTMENT, INC. owned entirely by CHONG KUK CHOI, as Purchaser, and OAK,INC.
and/or NADIM ALAWAR, as Setler. Estimated Closing date is October 15, 2005. If the
actual closing date differs from October 15, 2005 Landlord wiD accept the Tenant as of
date of dosing, provided that the proportion of the monthly rent for any additional period
is paid. Any acceleration or delay of possession date, shall not affect the tennination
date of October 31.2012.
Commercial Lease Page 1
Initials ~
;J)lL-
3. Option to Renew. In addition to the initial7-year tenn, Tenant may, at Tenant's
option, renew the Lease for an additional 3-year tenn, at such terms, as Landlord and
Tenant then mutually agree to, provided that Tenant gives Landlord written notice of is
intention to renew on or before May 31,2012. and is not in default of any provision of this
lease. Amount of base rent shall be agreed upon at time of renewal.
4. Base Rent The monthly base rent payable by Tenant to Landlord is:
Two-thousand-three-hundred dollars ($2,300.00) for the period starting at the beginning
of the lease through February 28, 2006, Two-thousand-four-hundred dollars ($2,400.00)
for the period beginning March 1,2006 through September 31, 2009, and Two-thousand-
five-hundred dollars ($2.500.oo) for the period beginning October 1, 2009 through
October 31,2012.
5. Taxes. In addition to the monthly base rent provided for in paragraph 4. above,
Tenant agrees to pay monthly one-twelfth of property tax increases over $3,383.74
(representing the base year 2005). Landlord shall submit to the Tenant a copy of the real
property tax statement and a computation of the amounts payabte. In the event Landlord
fails to timely submit the statement to the Tenant timely , Tenant shall nevertheless be
liable to pay for any such property tax increases.
6. Late Fees. Any rent payment not received by Landlord by the 10th of the month for
which it is due, shall be subject to a late charge of three percent (3%).
7. Lease Payments and Notices. Tenant shall pay all lease payments, and serve all
notices upon Landlord at 28620 - 6th PI. So., Des Moines, WA 98198, or at such other
address as the Landlord may subsequently supply. Tenant shall notify landlord of any
change in address of Oak Inc. and of the personal guaranteur. Landlord shall issue
notices to Tenant at the premises leased, or if no longer occupied by tenant, then clo
Nadim Alawar, 1003 S. Pearl St, Apt. 78, Tacoma, WA 98465, or at such alternative
address as Tenant may supply or become known to Landlord.
8. Utilities. Special Assessments, and Fees. Tenant agrees to pay for all light, heat,
water, sewer, garbage, drainage, and all other utilities and services to the premises
during the full tenn of this lease. Tenant shall also pay all license fees and other
govemmental charges levied on the operation of Tenant's business. Tenant further
agrees to pay any special assessments and L.I.D.'s imposed on the property for any
purpose during the tenn of the lease.
9. Permitted Use. Tenant shall use and occupy the premises only for restaurant, bar,
tavern, or similar uses, subject at aU times to the approval of the Landlord.
10. Parking. Parking may be subject to IocaJ zoning ordinances, and it is Tenanrs duty
to ascertain the requirements.
Commercial Lease Page 2
Initials ~
/1-
Jy Ii",,"
/1 5 iflllS - Ifl-L 5;17'1 so <.1t! :!>"y#liJ~"S PI/J.ceo /) y Te.N,l.A('f" IN WllwlQi;/S 4-NI) a ~,~ 0.0. rife:-
premises, or upon any exteriOr part of the property, shall be in good taste and in
confonnance with local ordinance requirements. Unless waived by the Landlord, Tenant
shall, on tennination of this lease, remove all signs placed upon the property, and repair
any damage caused by such removaf.
12. Repairs and Maintenance. Tenant has inspected the premises and accepts them
in their present condition. Tenant shall, at its own expense and at all times, keep the
premises neat, clean and In a sanitary and safe condition. The premises shall be kept
and used in accordance with applicable laws, ordinances, rules, regulations and
requirements of governmental authorities. Tenant shall pennit no waste, damage or
injury to the prerrnS8s. Tenant shall keep all drain pipes free and open, protect water,
heating, gas and other pipes to prevent freezing or clogging, repair all leaks in pipes and
damage caused by leaks, replace all broken or cracked glass in windows and doors, and
remove ice and snow from sidewalks adjoining the premises. Except for the roof, exterior
wall and foundation and damages caused by defects in or damages to same, which are
the responsibUity of the Landlord, Tenant shan make aU such repairs as necessary to
maintain the premises in as good condition as they now are, reasonable use and wear
excepted.
13. Alterations. Tenant may, at Tenant's sole expense, make alterations, additions and
improvements in the premises, after obtaining written consent of the Landlord. In the
perfonnance of such work, Tenant shaU comply with all laws, ordinances, rules and
regulations of any proper public authority, and hold Landlord hannless from any damage,
loss, or expense. Upon termination of this lease and upon Landlord's request, or at
Landlord's approvaJ, Tenant shafl remove such improvements and restore the premises
to its original condition not later than the tennination date, at Tenants soie cost and
expense. Tenant shall be liable for the cost of their removal and the cost of restoring the
premises to their original condition. in the event Tenant has failed to remove any
improvements, which Landlord has designated for removal.
14. Uens and Insolvency. Tenant shall keep the premises free from any liens arising
out of any wof1( performed for materials or labor furnished, or from utilities furnished to
the premises, or any other obligations incurred by Tenant Tenant holds Landlord
hannJess against any liens. In the event T ensnt becomes insolvent, bankrupt, or if a
receiver, assignee or other liquidating officer is appointed for the business of Tensnt,
Landlord may, at her option. cancel this lease and its options.
15. Subletting or Assignment. Tenant shall not sublet the whole or any part of the
premises, nor assign this Lease without the written consent of Landlord, which will not be
unreasonably withhetd. This Lease shall not be assignabfe by operation of law. A safe of
fifty-percent, or more, of shares in JCK INVESTMENT, INC. shall be deemed to be an
assignment of this lease, which trigger the consent requirements.
Commercial Lease Page 3
Initials
~
J.Y.J.'/
, "'-
16. Access. landlord shall have the right to enter the premises at all reasonable times
for the purpose of inspection or of making repairs. additions or alterations. Landlord may
also enter the premises with or without prospective tenants or agents, within ninety days
prior to the expiration of the lease term, for the purpose of showing the premises.
17. Subordination. This Lease is subject to any future mortgages or deeds of trust
affecting the premises, and T anant shall sign any subordination agreements or similar
documents, that may be required by Landlord's lender. However, in case of foreclosure,
the lender or beneficiary of the Deed of Trust shall recognize Tenanfs right of possession
for the term of the lease, provided that the Tenant is not then in default and agrees to
attorn to the mortgagee or beneficiary.
18. Condemnation. In the event a substantial part of the premises is damaged, or
taken by the right of eminent domain, or purchased by the condemnor in lieu thereof, so
as to render the remaining premises economically untenantabte, then either party may
cancel this lease. Tenant shall have no claim to any portion of the compensation for the
taking or damaging of the land or building. However, T enent shaU retain aU rights to
negotiate or prosecute a claim against the condemnor, or the purchaser In lieu of
condemnation, for the loss or destruction of Tenanfs business, it's assets, its goodwill
and other damages, including but not limited to lost business opportunity and leasehold
interests.
19. Damage or De8tructJon. In the event the premises are rendered untenantable, in
whote or in part, through fire, the elements, or other casualty, Landlord shall have the
option to rebuild. If Landlord chooses to rebuild, Landlord shall give written notice to the
Tenant of such intent within 40 days of such casuaJty, and provide infonnation whether
such. work can be completed within 180 days from date of the notice of Intent. If the
premises cannot be restored within the 180 days, Tenant may terminate the lease by
giving Landlord 10 day's written notice. During a period of untenantability, rent shall
abate in the same ratio 8S the portion of the premises rendered untenantable bears to the
whote of the premises.
20. Accident and liability. Landlord and Landlord's agents shall not be liable for any
injury or damage to persons or property sustained by Tenant, T ensnr. employees,
invitees, or others in or about the premises. Tenant agrees to defend and hold Landlord
and Landlord's agents harmless from any claim, action and/or judgment for damages to
property or injury to persons suffered or alleged to have been suffered on the premises
by any person, firm, or corporation, unless caused by Landlord's negligence, or the
negligence of LandJord's agents, employees, or latent defects in the building's foundation,
exterior walls, or roof.
21. Insurance. Tenant agrees to maintain public liability insurance on the premises in
minimum limits of $100,000.00 for property damage and $400,000.001$1,000,000.00 for
bodily injuries and death, and shall name Landlord as additional insured. Tenant shall
furnish Landlord a certificate indicating the insurance policy is in full force and effect.
Initials @
Commercial Lease Page 4
f~ T-I'!
. .- , I..-
;,..-
30. Holding OVer. In the event Tenant, with the implied or express consent of Landlord,
holds over after the expiration of the lease-term, Tenant shall remain bound by all
agreements and covenants herein, except that the tenancy shall be from month to month.
31. Right of Firat Refusal. If Landlord receives a bona fide offer for the purchase of the
real property during the tenn of this lease or any extension thereof, and the offer is
acceptable to the Landlord. then Tenant shall be notified of the offer tenns. Tenant shall
have the opportunity to purchase the real property for the same price and terms, provided
that Tenant executes a written purchase agreement within fifteen days, and completes
the purchase of the property within forty-five days from the Notice date. Tenant's failure
to enter into a tirTIeJy purchase agreement terminates and voids Tenant's right of first
refusal as to the particular offer, and Landlord may sell the property to any other party for
the tenns of the original offer within a period of ninety days, without resubmitting the offer
to the Tenant. T enanfs Right of First Refusal does not extend to purchase offers
received by Landlord from a governmental unit in lieu of condemnation.
32. Entire and Binding Agreement. This is the entire agreement of the parties. Any
modifications must be in writing. Unless othefwise limited by express language
contained herein, the tenns of this lease are binding upon, and inure to the benefit of the
parties, their heirs, successors, and assigns.
33. Warranties. Nadim Y. A1awar represents and warrants that he is duly authorized to
execute and deliver this lease on behalf of Oak Inc. according to its bylaws or a duly
adopted resolution of its Board of Directors.
For the Tenant:
For the Landlord:
~.
CHONG K K CHOI
President of JCK INVESTMENT, INC.
1-711 West Meeker Street
Kent, WA 98032
/~
ill' . ~ .' --"7 .
, ! l'U&'lV &.L /f.../~
Darlene Rae Nelson, Trustee for the
Nelson Trust and for the
G.D. Nelson Decedent Trust B
PERSONAL GUARANTEE
I, CHONG KUK CHOI, residing at 1711 West Meeker Street. Kent. Washington 98032.
(hereinafter referred to as "Guarantor"). do hereby personally guarantee the
performance of the above executed lease between JCK INVESTMENT, INC. and the
Nelson Trust and G.D. Nelson Dec'd Trust B.
Commercial Lease Page 6
Initials C2J;"
,",
I;/~'--
In the event that JCK INVESTMENT INC. fails to make any payment or fails to perfonn in
any manner with regard to said Lease between the two entities, the Guarantor agrees to
make all payments to the Landlord in the same manner as if he were the principal of said
Agreement.
And furthennore, the Guarantor hereby authorizes and empowers any attorney of any
court of record of the State of Washington or elsewhere to appear for and to enter
judgment against him, in favor of Landlord for any sums due from Tenant under the
Lease plus interest and costs of suit together with reasonable attorney's fee, and the
Guarantor hereby waives and releases all benefit and reUef from any and all
appraisement, stay or exemption laws of any state now in force or hereafter to be passed.
IN WITNESS WHEREOF, this personal guaranty is given this /114 day of
September, 2005. T
// ~#d
/ tk/: 'C;f'e' " ."...-
C~ONG K CHOI
STATE OF WASHINGTON
COUNTY OF KING
)
)
)
&S.
On this day personally appeared DARLENE RAE NELSON, in her capacity as Trustee of
the NELSON TRUST and of the G.D. NELSON DECEDENT TRUST B, to me known to be the
individual who executed the within and foregoing Commercial Lease and acknowledged to me
that she signed the same as her free and voluntary act and deed for the purposes therein mentioned.
GIVEN under my hand and official seal this..~~ day of September, 2005.
~"'\\\\\\""
~""""'. fl- ~'/'
'::-~~f',
:: ,~
- ~
! ,~ ~
:::; .. -' iz~
~ ~061 #0'
~ . 'v.... ~ F ;;;;
~ ~~ 7_09'~/ ~c,
1" ~~
I"" OF W"fi. ,
., t, \" ,,,.......,'"
\... ,'__ (\ . -- 1". 4...-...........
-'-Print ~ .~~~h'--~~- ~~--::~ "-:-;!
Notary Publik..in and for the Slate of Washington
Residing at. \) \ -t'~ y' (i;_ ( t. " ..'- ~.....-"
My appointment expires ,\..... >,-,. \ ~\. o-t'.c.c1
<.-.-1 I
Commercial Lease Page 7
Initials
Cd)
'7
1/7:---
.
"
..
ST ATE OF W ASHlNGTON )
) ss.
COUNTY OF KING )
On this /k!:- day Of,-C:;~~6ei , 2005 before me, the undersigned, a
Notary Pub~~ jn all. d f~r ~e ~fYVashington, duly commissioned and sworn, personally
appeared_~~ and -- ,tomeknownto
be the _ PresKlcnt and Secretary, respectfully, of lCK INVESTMENT, INC., the
corporation that executed the foregoing Commercial Lease, and acknowledged said instrument to
be the free and voluntary act and deed of the corporation, for the uses and purposes therein
mentioned, and on oath stated that he is authorized to execute the said instrument on behalf of the
Corporation.
/
WITNESS my hand and official seal hereto affixed the day and year fIrst above written.
.........,"''\'\'4'1
-...... LA CD "II
.-... ~\. r-;'''' rl'411f."
- o~ ........... r..',
.. ..' ON '. ~. ,
:- 0 .....s~\ E'.f.6" I,
f "/~ ~.~ ~
, ....,. ~OlAAY ;t"~ ~
~ .0lIIC' ~ (J).'
,:0 .- :;
" .(.) - ...
\. =UC\.JG := :2 :
. r; 0 . 0 -
.\fl\ ~...".:
I, /- ...... 11-9.Ci...... (:) _:
',..,,,t; ............. ~,~---
'1.'1 OF wp..S ......--
\to "..,,,......... '-....,;..
STATE OF WASHINGTON
COUNTY OF KING
)
)
)
ss.
On this day personally appeared CHONG KUK CHOI, to me known to be the individual in
and who executed the within and foregoing Personal Guarantee and acknowledged to me that he
signed the same as his free and voluntary act and deed for the purposes therein mentioned.
"'..........""" f /'.f;5 ~ ,.
G~~~S~d and official seal this~ day of . 6e.1,2oo5.
. : 0 ..:;."ON c-r,o'" I,. .-.
;r 0 ...~~ ;;; '. " "... J
;~/$ O~"RY ~~. ~ '. ..--- /"
; ::E ~ ".~ ~' ~
~ :0 ,.... -: -. ~
,.. .r.; 4;#
~ ~.(.) f'\.)6\.."" : 0 ::
" \ :'}., -:
" .... "'. "fO..' (:; _
" "';. .... 7 1.g-,:..' ,~ .,-
". AI,. .............: c...~. ."
III ~ O~ './'H"'-."
'\ \\\,...."'\".. ..,-....
COIJUllercial Lease Page 8
t:.;}-::~~ /
e ~
ADDENDUM NO. 1
ADDENDUM TO REAL ESTATE PURCHASE AND SALE AGREEMENT
BETWEEN DARLENE RAE NELSON AND THE CITY OF AUBURN
RELATING TO THE CITY'S PURCHASE OF THE MECCA TAVERN PROPERTY
THIS ADDENDUM is made and entered into this ~ ~ day of February, 2007, by and
between DARLENE RAE NELSON, (hereinafter referred to as the "Seller") and the CITY OF
AUBURN, a municipal corporation of the State of Washington (hereinafter referred to as the "City"),
as an addendum to the Real Estate Purchase and Sale Agreement (hereinafter referred to as the
"Agreement") between the parties executed on the 1st day of November, 2006.
WITNESSETH:
WHEREAS, the City and the Seller entered into the Agreement, under which the City would
purchase the Mecca Tavern property from the Seller; and,
WHEREAS, Paragraph 5(F) of the Agreement required the Seller to remove the Tenant from
the Mecca Tavern property pursuant the terms of Paragraph 18 of the lease between the Seller and
the Tenant; and,
WHEREAS, on November 1, 2006, the Seller served the Tenant with a notice to vacate the
property by December 3, 2006; and
WHEREAS, the Tenant has not vacate the premises; and
WHEREAS, the City and the Seller have agreed that the City shall purchase the property with
the Tenant still occupying the premises; and
WHEREAS, the City and the Seller have agreed that the sale price of the Mecca Tavern
property shall be reduced by Three Thousand Dollars ($3,000.00) to Four Hundred Eighty-Seven
Thousand Dollars ($487,000.00); and
WHEREAS, the City and the Seller have agreed that the City shall be responsible for paying
Eight Thousand Dollars ($8,000.00) in relocation costs to the Tenant, and that the City shall make
such arrangements as it deems proper with the Tenant regarding terminating the Tenant's occupation
of the premises.
NOW THEREFORE in consideration of their mutual covenants, conditions and promises, the
PARTIES HERETO HEREBY AGREE as follows:
ITEM ONE. REVISION TO PARAGRAPH 3 OF THE AGREEMENT: That Paragraph 3
of the Agreement is amended to read as follows:
~'
~-
3. PURCHASE PRICE. The purchase price for the Property is Four Hundred Eighty-
Seven Thousand US Dollars ($487,000.00). The parties acknowledge that the
purchase price represents the fair market value of the Property. The agreed upon
amount is payable by City warrant at closing.
ITEM TWO. REVISION TO PARAGRAPH 5(F) OF THE AGREEMENT: That Paragraph
5(F) of the Agreement is amended to read as follows:
(F) Pursuant to paragraph 18 of the Seller's lease to the tenant of the Property, a copy
of which is attached hereto and incorporated by reference, on November 1, 2006, the
Seller served the tenant with a notice to vacate the property by December 3, 2006.
The tenant has neither vacated the premises, nor removed of any tenant
1171pr(3b"eriieniS or fi~itllrL'2i. The Clty agrees tit purL'hasa, the prop~rty JVIth the tenant
still occupying the premises, and shall make such arrangements regarding the tenant's
occupation of the premises as the City deems proper.
ITEM THREE. REMAINING TERMS UNCHANGED: That all other provisions of the
Agreement shall remain unchanged, and in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and
year first above written.
Peter B. y ~,~~
~~~ ~~.~
Attest: ~~ G-u,~,~~
By:
Daneiie -: Llaskam. City Clerk
CITY O A `J DARLENE RAE NELSON
1 °"" y ~.r
gy; By: ~ f~~•-
e is Ma or =~'
Page 2
ADDENDUM N0.2
ADDENDUM TO REAL ESTATE PURCHASE AND SALE AGREEMENT
BETWEEN DARLENE RAE NELSON AND THE CITY OF AUBURN
RELATING TO THE CITY'S PURCHASE OF THE MECCA TAVERN PROPERTY
THIS ADDENDUM is made and entered into this ~ day of March, 2007, by and
between DARLENE RAE NELSON, (hereinafter referred to as the "Seller") and the CITY OF
AUBURN, a municipal corporation of the State of Washington (hereinafter referred to as the "City"),
as an addendum to the Real Estate Purchase and Sale Agreement (hereinafter referred to as the
"Agreement") between the parties executed on the 1st day of November, 2006.
WITNESSETH:
WHEREAS, the City and the Seller were unable to close the sale on the date set forth in the
Agreement and the parties wish to close on March 7, 2007; and,
WHEREAS, the Agreement did not specify whether the balance owing on utilities for the
Mecca Tavern Property would or would not be collected at the time of closing; and,
WHEREAS, the. issue of property insurance for the Mecca Tavern Property was addressed
outside of the closing process.
NOW THEREFORE in consideration of their mutual covenants, conditions and promises, the
PARTIES HERETO HEREBY AGREE as follows:
ITEM ONE. REVISION TO PARAGRAPH 6 OF AGREEMENT: That Paragraph 6
of the Agreement is amended to read as follows:
6. CLOSING. The closing date shall be March~2007, unless the Parties agree to
another time. The place of closing shall be at Chicago Title Insurance Co., 32001
32nd Avenue South, Federal Way, Washington. The Seller shall be responsible and
entitled to have all closing documents reviewed by its own counsel or agent prior to
closing. Property insurance for the Property after the sale shall be addressed by the
Buyer outside of the closing process. Any outstanding balances owing on utilities for
the Property shall be the responsibility ofthe - rm~or ee and shall be paid
outside of closing. SSA ~~ N •-•` `>: ~i
r~
The City may postpone closing or terminate this agreemen ' asona ears to
the City that the Seller has misrepresented the condition of title, marketability of the
Property or any other matter contained in Paragraph 4, above.
ITEM TWO. REMAINING TERMS UNCHANGED: That all other provisions of the
Agreement shall remain unchanged, and in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and
year first above written.
CITY OF AUBURN
By: '"
Peter B. Lewis ,Mayor
Attest:
°' ~,
By:
Danielle E. Daskam. City Clerk
DARLENE RAE NELSON
Daniel B. Heid, City Attorney
Page 2