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HomeMy WebLinkAbout20070501001133 CONVEYANCE AND SUBLEASE AGREEMENT 042407Filed for Record at the Request of: First American Title Attn: Tammy Walker 11 Bellwether Way, Suite 301 Bellingham WA 98225 i III'z1l~muneui FIRST AMERICAN MISC 71.00 PAGE601 OF 008 05/01/2007 11:32 KING COUNTY, UA E2281]63 06/01/2007 11:11 KING COUNTY, UR TAX 1,073.00 STILE $ 0,000.00 PRGE001 OF 001 Name of Document: Conveyance & Sublease Agreement Grantor: HU Inc. _s Grantee: Berndt P. Schmit, Julie E. Bauman Abbreviated Legal: UNIT B11-2 AUBURN HANGARS CONDO. 1>3~ Tax Parcel Numbers: C)000(1~0 - WO.- ~L( /y1,y1 ryry "i'a CONVEYANCE AND SUBLEASE AGREEMENT This onveyance and Sublease Agreement is made and entered into this ay April, 2007, by and between HU INC., a Washington corporation, dba Hangars Unlimited (hereinafter "Seller"), and Berndt P. Schmit and Julie E. Bauman, husband and wife (hereinafter "Purchaser"). 1. CONVEYANCE. For value received, Seller hereby conveys to Purchaser all of Seller's right, title and interest in and to the following described real property improvements: Unit 1311-2, Auburn Hangars Condominium, as per the Declaration thereof recorded under Recording No. 20030416002595 and the Survey Map and Plans thereof recorded under Recording No. 20030416002594 and amended under Recording No. 20070409000781, Records of King County, State of Washington. (hereinafter "the Unit"), exclusive of the land upon which such improvements are situated, as hereinafter described; subject, however, to the rights of, including, without limitation, the absolute right of reversion in and to such real property improvements retained by the CITY OF AUBURN during the term of, including any extensions thereto, and upon the expiration or sooner termination of the Leasee's interest in the CITY OF AUBURN - AIRPORT HANGAR LAND LEASE AGREEMENT described in 1 paragraph 2 hereof, and subject further to each and every provision of the Declaration and Covenants, Conditions, Restrictions and Reservations for the Auburn Hangars Condominium as recorded under King County Recording No. 20030416002595 and amended under Recording No. 20070409000782 (hereinafter "the Declaration"). 2. SUBLEASE OF SELLER'S INTEREST UNDER CITY OF AUBURN LEASE. For value received, Seller further does Sublease to Purchaser the following described rights of Seller which Seller has, as Leasee, under that certain CITY OF AUBURN - AIRPORT HANGAR LAND LEASE AGREEMENT, with the CITY OF AUBURN mutually agreed to on September 14, 2001, a memorandum of which was recorded with the King County Auditor on May 1, 2003, under Auditor's File No. 20030501000166, in and to the real property legally described in Exhibit A hereto, which is attached hereto and is incorporated herein by reference (hereinafter "the Premises"), subject to the limitations set forth in paragraphs 3 and 4 hereof. It is understood and agreed by and between Seller and Purchaser that Seller shall also grant a Sublease to each other party who acquires from Seller, or from Seller's successor in interest, any other unit in the Auburn Hangars Condominium. A. DEFINITIONS. As used herein, the following terms are defined and shall be deemed to have a meaning within the context herein set forth. 1. Lease. The term "Lease" shall refer to that certain CITY OF AUBURN - AIRPORT HANGAR LAND LEASE AGREEMENT above described, the memorandum of which was recorded with the Auditor of King County, Washington, under Auditor's File No. 20030501000166 on May 1, 2003. 2. CITY OF AUBURN. The term "CITY OF AUBURN" shall refer to the CITY OF AUBURN, a municipal corporation, the "Leasor" named in the Lease. 3. Sublease. The term "Sublease" shall refer to this Sublease as set forth in this paragraph 2, and the term "leasehold" shall mean the leasehold estate created in favor of Purchaser in the land described in Exhibit A hereto. 4. Association. The term "Association" shall refer to the Auburn Hangars Condominium Owners' Association, a 2 Washington nonprofit corporation. B. GRANT OF SUBLEASE. Seller does hereby Sublease to Purchaser an undivided 2.37 percent interest in the Premises, which Sublease is coupled with, and is not severable from, the ownership of the Unit as hereinabove conveyed to Purchaser. C. TERM. This Sublease shall commence on the 80 0 day of April, 2007, and shall terminate on midnight of the 13th day of September, 2051, which date of termination is identical to the termination date of the Lease. D. USE OF UNIT AND PREMISES. Purchaser shall perform all covenants and conditions contained in the Lease between the CITY OF AUBURN and Seller, except for the covenant relating to the payment of rent. Purchaser also understands and agrees that the only activity authorized by this Sublease is that which is specifically authorized in the Lease between the CITY OF AUBURN and Seller and no other activity. E. PAYMENT OF RENTAL. Purchaser shall pay to Seller or to the Association in quarterly or other periodic installments as required by Seller or by the Association, as a portion of the condominium dues owing from Purchaser, rental under this Sublease, which rental shall be equal in amount to the undivided percent interest set forth in Subparagraph 2.13 above, times the rental payment then owing by Seller or the Association under the Lease to the CITY OF AUBURN for such identical period, as adjusted from time to time as provided in the Lease. F. ACCESS TO UNIT AND PREMISES. The CITY OF AUBURN, Seller, prior to the assignment by Seller of Seller's interest in the Lease to the Association, and the Association, following the assignment by Seller of Seller's interest in the Lease to the Association, shall have access to the Unit and the Premises at all reasonable times for the purpose of securing compliance with the terms and conditions of this Sublease and the Lease. Except as herein provided, Purchaser shall peaceably hold and enjoy the Unit for the term of this Sublease, without hindrance or interruption by Seller, the Association and/or the CITY OF AUBURN. G. TERMINATION. Termination of the Lease by cancellation or otherwise shall serve to cancel this Sublease, as more fully set forth in the Declaration and in the Lease. 3 H. DEFAULT. If Purchaser shall violate any of the covenants and agreements herein contained, then Seller, prior to the assignment by Seller of Seller's interest in the Lease to the Association, and the Association, following the assignment by Seller of Seller's interest in the Lease to the Association, may cancel this Sublease, provided that Purchaser has been notified of the violation not less than sixty (60) days prior to such cancellation and such violation has not been corrected in the specified period of time. 1. APPROVAL OF CITY OF AUBURN. The CITY OF AUBURN, may require the Seller and Purchaser to execute a consent form; and no conveyance shall be binding on the CITY OF AUBURN unless Seller and Purchaser deliver to the CITY OF AUBURN a fully-executed counterpart of this Conveyance and Sublease Agreement effecting the transfer. 3. SUBJECT TO LIMITATIONS IMPOSED BY LEASE. This Conveyance and Sublease is expressly subject to the terms and conditions of the Lease. By acceptance of this Conveyance and Sublease, Purchaser expressly covenants and agrees to observe and to perform all covenants and conditions contained in the Lease on the part of the Leasee to be performed thereunder, save and except only for those obligations to be performed under the Lease by Seller and, following the assignment identified in paragraph 4 hereof, by the Association, as more fully described hereafter. 4. SUBJECT TO LEASE ASSIGNMENT TO CONDOMINIUM ASSOCIATION. This Sublease is further expressly subject to the future complete assignment of all of Seller's right, title and interest as Leasee in, and the obligations of Leasee under, the Lease to the Association, which assignment shall be for the purpose of transferring to the Association each and every obligation of the Leasee under the Lease to the CITY OF AUBURN, including, but not by way of limitation, the payment of all charges for rent and other sums due thereunder, from time to time, to the CITY OF AUBURN, and which assignment shall be for the further purpose of establishing the Association as the representative of each of the unit owners with the CITY OF AUBURN, all as more fully described in the Lease and the Declaration. 5. MARKETABLE TITLE. Seller warrants that Seller has marketable title to the Unit, subject to the limitations imposed thereon by the Lease, and that Seller is not in default under any of the terms or conditions of the Lease. 4 6. PURCHASER'S ACCEPTANCE AND INDEMNITY. Purchaser hereby accepts the foregoing Conveyance and Sublease above-described, and Purchaser hereby agrees to perform each and every obligation required of the Leasee under the Lease and further agrees to indemnify and to hold Seller harmless on account thereof. 7. APPLICABLE LAW AND VENUE. This Agreement shall be deemed to be made under, and shall be construed and enforced in accordance with, the law of the State of Washington. Any action brought to enforce and/or to interpret any provision of this Agreement shall be maintained in the Superior Court for the State of Washington at King County. 8. COSTS AND ATTORNEY'S FEES. In the event any action is brought by either party to enforce the terms of this Agreement, or for damages resulting from a breach of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees and costs of suit, including in any appeals taken therefrom. 9. MERGER. This Agreement contains all of the agreements, representations, warranties and understandings of the parties, and all prior dealings of the parties are deemed merged herein, This Agreement may not be amended, changed or revised in any respect except in writing and signed by the party to be charged. 10. BINDING EFFECT. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. DATED this day of , 2007. Seller: HU Inc. 5 9 ~ Byl Jan A. Bolster, Secretary STATE OF WASHINGTON ) ss. COUNTY OF 110d ) On this C;V11 day of 0-1 2007, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Gary E. Bolster and Jan A. Bolster, to me known to be the President and Secretary, respectively, of HU Inc., the corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute the said instrument on behalf of said corporation. Witness m~v \\4land and official seal hereto affixed the day and year first above written. 1111 I y = 6 NoTNotary Pub in and for the • < 171 State of Washington m y! G~I~G : My commission expires jj /0 Purchaser"; hpSHING Dated: V2~ 0' ' Dated: 6 SCHEDULE "A" PHASE I: BEGINNING AT THE NOTHERNMOST NORTHEASTERLY CORNER OF CITY OF AUBURN SHORT PLAT NUMBER SP 15-81 AS RECORDED UNDER KING COUNTY AUDITOR'S FILE NUMBER 8207299002; THENCE SOUTH 00°39'02" WEST ALONG THE EAST BOUNDARY OF SAID CITY OF AUBURN SHORT PLAT NUMBER SP 15- 81, A DISTANCE OF 576.95 FEET; THENCE NORTH 89°21'30" WEST, 63.16 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 89°21'30" WEST 425.40 FEET; THENCE NORTH 00°32'18" EAST, 110.00 FEET; THENCE SOUTH 89°21'30" EAST, 425.62 FEET TO THE POINT OF CURVE OF A CURVE CONCAVE TO THE SOUTHWEST AND HAVING A RADIUS OF 23.00 FEET; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 36.13 FEET TO THE POINT OF A TANGENCY; THENCE SOUTH 00°39'27"WEST, 64.01 FEET TO THE POINT OF CURVE OF A CURVE CONCAVE TO THE NORTHWEST AND HAVING A RADIUS OF 23.00 FEET; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 36.13 FEET TO THE POINT OF TANGENCY AND THE TRUE POINT OF BEGINNING. SITUATE IN THE SOUTHWEST QUARTER OF SECTION 6, TOWNSHIP 21 NORTH, RANGE 5 EAST, W.M. CONTAINING 49,110 SQUARE FEET (1.127 ACRES) MORE OR LESS. PHASE II: BEGINNING AT THE NORTHERNMOST NORTHEASTERLY CORNER OF CITY OF AUBURN SHORT PLAT NUMBER SP 15-81 AS RECORDED UNDER KING COUNTY AUDITOR'S FILE NUMBER 8207299002, RECORDS OF KING COUNTY WASHINGTON; THENCE SOUTH 00°39'02" WEST ALONG THE EAST BOUNDARY OF SAID CITY OF AUBURN SHORT PLAT NUMBER SP 15-81, A DISTANCE OF 441.29 FEET; THENCE NORTH 89°21'30" WEST, 62.47 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 89°21'30" WEST 426.36 FEET; THENCE NORTH 00°32'18" EAST, 110.00 FEET; THENCE SOUTH 89°21'30" EAST, 426.58 FEET TO THE POINT OF CURVE OF A CURVE CONCAVE TO THE SOUTHWEST AND HAVING A RADIUS OF 23.00 FEET; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 36.13 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 00°39'27 WEST, 64.01 FEET TO THE POINT OF CURVE OF A CURVE CONCAVE TO THE NORTHWEST AND HAVING A RADIUS OF 23.00 FEET; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 36.13 FEET TO THE POINT OF TANGENCY AND THE TRUE POINT OF BEGINNING. SCHEDULE "A" (Cont.) SITUATE IN THE SOUTHWEST QUARTER OF SECTION 6, TOWNSHIP 21 NORTH, RANGE 5 EAST, W.M. CONTAINING 49,216 SQUARE FEET (1.130 ACRES) MORE OR LESS.