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 city-leased
units certain off-site 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 City-owned 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 City's 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 a,"c 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
IQ-'P s lks ot~" 4, 1!
Memorandum of Ur:pderstanding
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 Agreerr,~ent Between the City
of Auburn and Auburn Professional Plaza, LLC dated
,
2010.
APP and the City (hereafter collectively 6.nown 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
City-APPAgreement-20100101doc
Agreement Between the City of
Auburn and Auburn Professional
Plaza, LLC
This Agreement ("AgreemenY'), dated 1"gc('t , 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 2,586 rentable square feet, which equals 2,039 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 L.W. Ballard's 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 Assessor's Parcel nos.
0492000460, 0492000461 and 049200463 ("the Mel's Property"). There are one hundred
twenty (120) surface parking spaces on the Mel's Property.
D. APR, in its capacities as Declarant under the One Main Condominium and as
owner of the Mel's Property, heretofore granted certain rights over the Mel's Property in favor
of the One Main Condominium, and also retained certain rights with respect to the Mel's
Property, all as provided in that certain Parking Easement Agreement recorded in the office
records of King County, Washington under recording no. 200911180013 ("the Mel's Parking
Easement").
E. Under Section 8.1 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 Mel's 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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City-APPAgreement-20100103 .doc
G. The City, as landlord, and APP, as tenant, have heretofore entered into a Parking
Garage Lease Agreement ("Garage Lease AgreemenY') dated December 15, 2009 whereby
APP leases from the City up to fifty (50) of the parking spaces that are a part of the Garage
Unit.
H. The parties wish to modify their agreements concerning the City Condo Units, the
Mel's 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 251
APP), provided the City Condo Units Close of Escrow shall be between March 31 and ~ 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 xx/100 Dollars ($23,432,562.00) and the purchase price for Unit 380 shall be One Million
Fifty Five Thousand Seven Hundred and Thirty Four pollars and xx/100 Dollars
($1,055,734.00) for an aggregate total purchase price of Twenty Four Million Four Hundred
Eighty Eight Thousand Two Hundred Ninety Six and xx/100 Dollars ($24,488,296.00)
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 non-bond proceeds
and/or 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 City's 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 City's 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. Mel's Propertv and Mel's 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
Mel's Property, together with its entire beneficial interest as Grantor under the Mel's Parking
Easement. The grantor's and grantee's interests in the Mel's Parking Easement shall not
(
City-APPAgreement-20100103 .doc
merge and the Mel's Parking Easement shall remain in effect for the benefit of the One Main
Condominium. In its capacity as grantee under the Mel's 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 Mel's Propertv. As part of the consideration for the
parties' execution of this Agreement, concurrent with the conveyance of the City Condo Units
and the Mel's 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 seventy-five
(75) days advance written notice of the desired date for "Unit 380 Close of Escrow". Within
five (5) days after APP's 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
($1,074,949.00), 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 Escrow:(a) the City shall convey City Condo
Unit 380 to APP, or APP's 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 APP's 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
City-APPAgreement-20100101doc
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
c/o Michael John Klein, Esq.
5743 Corsa Avenue, Suite 216
Westlake Village, California 91362
with concurrent copies to:
Auburn Professional Plaza, LLC
P.O. Box 1294
Auburn, Washington 98071-1294
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 98001-4998
Attention: Mayor
with concurrent copies to:
City of Aubum
25 West Main Street
Auburn, Washington 98001-4998
Attention: Director of Human Resources, Risk and Property
Management
and to:
Ciry of Auburn
25 West Main Street
Auburn, Washington 98001-4998
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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City-APPAgreement-20100103.doc
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 for'the 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) . Non-Waiver. 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,
City-APPAgreement-20100103.doc
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) Attornev's Fees. In connection with this Agreement and its
performance, APP and the City shall each pay their own attorney's fees. In the event of any
default or other breach by a party to this Agreement, the prevailing party shall be entitled to
recover attorney's fees in any action or arbitration to enforce the provisions hereof. The term
"attorney's 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, marshal's and sheriffs fees and charges,
investigative fees and charges, and all other sums related thereto.
[This page ends here.]
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City-APPAgreement-20100101doc
(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
~l<°.S LcQ Gs'l
2010 before me, rN e. GLC:- 4C
, 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 person(s), or the entity upon behalf of which he acted,
executed the instrument.
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WITNESS my hand and official seal.
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SIGNATURE OF NOTARY
City-APPAgreement-20100101doc
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.
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WITNESS my hand and official seal.
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SIGNATURE OF NOTARY
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City-APPAgreement-20100103.doc
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.
2-xx [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 and/or to other tenants under APP's 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
and/or to other tenants under APP's 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 and/or 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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City-APPAgreement-20100103 .doc
EXHIBIT "B"
DEVELOPMENT RIGHTS AGREEMENT
AFTER RECORDING RETURN TO:
Auburn Professional Plaza, LLC
c/o 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 L.W. BALLARD'S 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.
Assessor's Taz Parcel ID 0492000460, 0492000461, 049200463
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City-APPAgreement-20100101doc
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 L.W. Ballard's 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 Assessor's Parcel nos. 0492000460, 0492000461 and
049200463 (the "Mel's Property").
B. The Mel's 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 Mel's Property to Grantor upon the understanding that Grantor
would grant Grantee the rights hereinafter set forth, and Grantor purchased the Mel's 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 Mel's Propertv. Grantor hereby grants to Grantee the
exclusive right to develop the Mel's 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 Mel's Property, Grantee shall, except as othen►vise provided hereinafter,
at its expense, relocate the Parking Spaces within any development on the Mel's Property.
Upon Grantee's election to develop the Mel's 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
Grantee's 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 Mel's
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 Mel's 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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City-APPAgeement-20100101doc
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 Mel's
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 and/or 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 Mel's Property until the relocated Parking
Spaces on the Mel's Property are available for use.
2. Substitution of Mel's Propertv. Grantee reserves the right to substitute the Mel's
Property and the Parking Spaces with other property providing the same number of Parking
Spaces (120 including not less than five disabled-accessible parking spaces) within one
thousand (1,000) feet of the Aubum Professional Plaza (the "Substituted Property"). Upon
Grantee's election to substitute the Mel's 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 Grantee's
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 Mel's 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 Mel's 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 and/or 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 Mel's
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 Mel's 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 Par{cing Spaces on the Mel's
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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City-APPAgreement-20100101doc
promptly provides Grantor with sufficient parking identification, key-cards 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 out-of-pocket 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 Mel's Property so long as such easement rights do not interfere with
the easements and rights granted Grantee under this Agreement.
6. Development of the Mel's Propertv Temporarv Parkinq Spaces or Substituted
Pro e. In the event Grantee develops the Mel's Property under Section 1 or provides
Substituted Property under Section 2 and there are more parking spaces in the development on
the Mel's 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 Mel's 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 employer's 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, walkway,s, driveways, curbs, security and access equipment, devices, and
systems, and drainage facilities; (ix) resurfacing, repair, repaving and re-striping 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 Mel's Property or the Substituted
Property is separately assessed, then Property Taxes shall not be part of Operating Expenses
that are to be paid proportionately. Grantor and Grantee each agree to cooperate with the ~
13
City-APPAgreement-20100101doc
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 6.1 and 6.2 below,
including any deductibles incurred in connection with any covered loss.
7. Insurance and Indemnification.
7.1 Property Insurance. Prior to any exercise of Grantee's rights herein, Grantor
shall maintain such property insurance on the Mel's Property as it shall determine in its
reasonable judgment. In the event the Mel's 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 a"Causes of Loss-Special 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 m-ay cover loss due to earthquake, earth movement
and/or 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 pa'id and any earthquake, earth movement and/or 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.
7.2 Commercial Liabilitv Insurance. Prior to any exercise of Grantee's rights
herein, Grantor shall maintain such commercial liability insurance on the Mel's Property as it
shall determine in its reasonable judgment. In the event the Mel's 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 ($2,000,000.00) 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 party's 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 Party's 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
Grantor's request therefor, provide reasonable evidence of the Governmental Owners
continued participation from time to time thereafter in the WCIA. ~
14
City-APPAgreement-20100101doc
7.3 ~ 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 Mel's 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 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 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 Mel's 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.
7.4 Indemnification. Subject to the waiver of claims under Section 6.3 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 Grantor's 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 Grantee's use of the Parking Lot, the Garage, the
Substituted Property, or from any other activity, work, or thing done, permitted or suffered by the
Grantee in, on or about the Parking Lot, the Garage, or the Substituted Property. In the event of
concurrent negligence, the indemnifying party shall only. be liable for that portion of liability
related to the percentage of its respective negligence or misconduct.
8. Arbitration. In the event of any dispute between Grantor and Grantee which
cannot be resolved, such dispute shall be determined by arbitration in King County,
Washington, under the American Arbitration Association ("AAA") Commercial
Arbitration Rules with Expedited Procedures in effect on the date hereof, as modified
by this Agreement. There shall be one arbitrator selected by each party within seven
days of the arbitration demand and a third arbitcator mutually agreed upon by the
parties, or, if the parties fail to designate the arbitrator within such time period, then
an arbitrator shall be appointed in accordance with the procedures set forth in the
applicable AAA rules. Any issue about whether a claim must be arbitrated pursuant to
this provision shall be determined by the arbitrator. At the request of either party
made not later than 75 days after the arbitration demand, the parties agree to submit
the dispute to nonbinding mediation which shall not delay the arbitration hearing date.
There shall be no substantive motions or discovery, except the arbitrator shall
authorize such discovery as may be necessary to ensure a fair hearing, which shall be
held within 120 days of the demand and concluded within two days. These time limits
~
15
City-APPAgreement-20100101doc
are not jurisdictional. The arbitrator shall apply substantive law and may award
injunctive relief or any other remedy available from a judge including attorney's 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
c/o Michael John Klein, Esq.
5743 Corsa Avenue, Suite 216
Westlake Village, California 91362
with concurrent copies to:
Auburn Professional Plaza, LLC
P.O. Box 1294
Auburn, Washington 98071-1294
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 98001-4998
Attention: Mayor
with concurrent copies to:
City of Auburn
25 West Main Street
Auburn, Washington 98001-4998
Attention: Director of Human Resources/Risk n
and Property Management ~
and to:
16
City-APPAgreement-20100101doc
City of Auburn
25 West Main Street
Auburn, Washington 98001-4998
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.
11.1 Runs with the Land; Assiqnment. The covenants, conditions, restrictions and
rights set forth herein shall run with the Mel's Property and, if applicable, the Substituted
Property, and shall, subject to the terms and limitations set forth in Section 11.2 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.
11.2 Subordination of Mortqaaes. Any mortgage, deed of trust, or other security
instrument (a "Mortgage") now or hereafter placed upon the Mel's Property, or any portion
thereof, or otherwise including the Mel's 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.
11.3 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 party's 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
. party's performance.
11.4 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. -
11.5 Attornevs' Fees. In connection with this Agreement and its performance,
APP and the City shall each pay their own attorney's fees. In the event of any default or
other breach by a party to this Agreement, the prevailing party shall be entitled to recover
attorney's fees in the any action or arbitration to enforce the provisions hereof. The term
"attorney's 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, marshal's and sheriffs fees and charges,
investigative fees and charges, and all other sums related thereto. ~
17
C ity-APPAgreement-20100103 . doc
11.6 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).
11.7 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.
11.8 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.
11.9 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.
11.10 Time. Time is of the essence of this Agreement and of each and every
provision thereof.
11.11 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.
11.12 Non-Waiver. No covenant, term or condition of this Agreement (or
breach thereofl shall be deemed waived except if expressly waived in a written instrument
executed by the waiving party specifically reciting the covenant, term or condition (or breach
thereof) being waived, and any such waiver of such covenant, term, condition or breach,
shall not be deemed to be a waiver of any preceding or succeeding, covenant, term,
condition, or breach.
[This page ends here.]
f
18
City-APPAgreement-20100103.doc
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 person(s), or the entity upon behalf of which he acted,
executed the instrument.
WITNESS my hand and official seal.
SIGNATURE OF NOTARY
~
19
City-APPAgreement-20100103 .doc
By:
Approved:
City Attorney
STATE OF WASHINGTON
COUNTY OF KING
THE CITY OF AUBURN
a municipal corporation
Peter Lewis, Mayor
On , 2010 before me,
, Notary Public, personally appeared Peter Lewis, personally known to
me to be the person whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
SIGNATURE OF NOTARY
~
20
City-APPAgreement-20100103.doc
EXHIBIT "C"
MEMORANDUM OF OPTION TO PURCHASE
AFTER RECORDING RETURN TO:
Auburn Professional Plaza, LLC
c/o 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
[9EVIS,E]
Description:
Lots 5-7 Blk. O, L.W. Ballard's Park. Add. Vol. 3, pg. 91;
Lots 1-4 Blk. O, 1 St Add. to Town of Slaughter, Vol. 2, pg. 84
(Full legal description on Exhibit A attached hereto)
AssessoCs Tax
[1~61)/1
Parcel Numbers:
049200-0595; 049200-0605; 781620-0030; 781620-0035
781620-0025; 781620-0020; 781620-0015; 781620-0010;
781620-0005
Reference Number of
None
Related Documents:
/
21
City-APPAgreement-20100101doc
MEMORANDUM OF OPTION TO PURCHASE
AUBURN PROFESSIONAL PLAZA, LLC, a Washington limited liabiliry company
("APP") and THE CITY OF AUBURN, a code city of the state of Washington ("the City")
entered into an agreement dated , 2010, ("the AgreemenY'),
which provides among other things, that for and in consideration of the covenants and
performance therein set forth and upon the terms, conditions, covenants and provisions set
forth in length therein:
Pursuant to the Agreement, APP agreed to sell, and the City agreed to purchase
certain property in that certain Condominium Project known as Auburn Professional
Plaza, a Condominium, as recorded under the certain Condominium Map in the official
records of King County, Washington under recording no.
(the "APP Condominium"). Included as part of the property sold to and purchased by
the City is that property legally described as Unit 380 of the APP Condominium ("Unit
380").
2. Pursuant to the Agreement, the City granted APP the right to repurchase Unit 380.
Said right of repurchase must be completed within two (2) years after the date of
recordation of this Memorandum of Option of Purchase.
3. The Agreement sets forth the price, terms, and other conditions concerning the rights
herein referenced.
4. The herein referenced Agreement is made upon the terms, conditions, covenants and
provisions set forth at length therein, each and all of which terms, conditions, covenants
and provisions are hereby incorporated herein with the same force and effect as if set
out at length herein. To the extent the provisions of this Memorandum of Option to
Purchase conflict with the provisions of the Agreement, the provisions of the
Agreement shall prevail and control.
[This page ends here.]
~
22
C ity-APPAgreement-20100103 . doc
IN WITNESS WHEREOF, APP and the City have duly executed this
Memorandum of Lease as of the day and year first above written.
AUBURN PROFESSIONAL PLAZA, LLC,
a Washington limited liability company
By: Oliphant Real Estate Services, Inc.
a Washington corporation
its manager and managing member
By:
Jeffrey Oliphant, President
STATE OF
COUNTY OF
On , 2010 before me,
, Notary Public, personally appeared Jeffrey Oliphant, personally
known to me to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and that by his
signature on the instrument the person(s), or the entity upon behalf of which he acted,
executed the instrument.
WITNESS my hand and official seal.
SIGNATURE OF NOTARY
~
23
City-APPAgreement-20100101doc
THE CITY OF AUBURN
a municipal corporation
By:
Peter Lewis, Mayor
Approved:
City Attorney
STATE OF WASHINGTON
COUNTY OF KING
On , 2010 before me,
, Notary Public, personally appeared Peter Lewis, personally known to me to
be the person whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in his authorized capacity, and that by his signature on the
instrument the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
SIGNATURE OF NOTARY
~
24
City-APPAgreement-20100103 .doc
EXHIBIT "D"
FIRST AMENDMENT TO
PARKING GARAGE LEASE AGREEMENT
THIS FIRST AMENDMENT TO PARKING GARAGE LEASE AGREEMENT (this
"First AmendmenY") is entered into as of the bY
and between City of Auburn, a Washington municipal corporation (hereafter referred to as
"Landlord") and Auburn Professional Plaza, LLC, a Washington limited liability company
(hereafter referred to as "Tenant"), and is in reference to the following:
A. Landlord and Tenant entered into that certain Parking Garage Lease Agreement
dated as of December 15, 2008 ("Parking Garage Lease") concerning portions of the Parking
Facility therein described.
B. As required by and in consideration of the covenants and required perFormance
under that certain City-APP Agreement between the parties dated ,
2010 (the "City-APP 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. Tenant's rights to the Options Terms shall remain in effect.
3. Section 1.1(a) is amended by adding a provision at the end of that section as follows:
"Primary Parking" shall mean a total of sixty-six (66) Parking Stalls. "Secondary
Parking" shall mean a total of fifty-nine (59) Parking Stalls.
4. Section 1.1(b) is amended in its entirety and shall hereafter provide as follows:
(b) TERM:
i. For the Primary Parking:
(w) an initial term of 15 years beginning on January 7, 2010 and
expiring on January 31, 2025 ("Primary Parking Initial Term").
(x) four (4) Option Terms of ten (10) years each ("Primary
Parking Option Terms").
1.
25
City-APPAgreement-20100101doc
(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 1.1(e) and 3.1 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 and/or 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 and/or Operating Costs, plus Leasehold Excise tax;
ii. for the Secondary Parking Option Term, the "fair market rental value" not to
exceed the then-current rent for the Primary Parking, plus Additional Rent
and/or Operating Costs, plus Leasehold Excise Tax. Fair market rental value
shall be determined in accordance with section 3.2 of the Parking Garage
Lease.
6. Section 5.8 of the Parking Garage Lease is hereby deleted.
7. The Parking Garage Lease shall remain in full force and effect and, except as set
forth herein, shall be unmodified.
[This page ends here.]
~
26
City-APPAgreement-20100101doc
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 person(s), or the entity upon behalf of which he acted,
executed the instrument.
WITNESS my hand and official seal.
SIGNATURE OF NOTARY
~
27
City-APPA greement-20100103 . doc
By:
Approved:
City Attorney
STATE OF WASHINGTON
COUNTY OF KING
THE CITY OF AUBURN
a municipal corporation
Peter l.ewis, 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
~
28
City-APPAgreement-20100103.doc
EXHIBIT "E"
MEMORANDUM OF PARKING GARAGE LEASE
AFTER RECORDING RETURN TO:
Auburn Professional Plaza, LLC
c/o 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
[(NE;RT]
Description:
(Full legal description on Exhibit A attached hereto)
Assessor's Tax
[INS~R~
Parcel Numbers:
Reference Number of
None
Related Documents:
~
29
City-APPAgreement-20100101doc
MEMORANDUM OF PARKING GARAGE LEASE
AUBURN PROFESSIONAL PLAZA, LLC, a Washington limited liability company
("Tenant") and THE CITY OF AUBURN, a code city of the state of Washington ("the
Landlord") entered into that certain Parking Garage Lease dated December 15, 2008, and
that certain First Amendment to Parking Garage Lease, dated ,
2010 (together the "Parking Garage AgreemenY'), which provides among other things, that
for and in consideration of the covenants and perFormance therein set forth and upon the
terms, conditions, covenants and provisions set forth in length therein:
1. Landlord leases to Tenant and Tenant hires from Landlord the Parking Stalls described
in the Parking Garage Agreement for a period commencing upon January 7, 2010 and
expiring January 31, 2025. Under the Parking Garage Agreement, Landlord granted to
Tenant four (4) options to extend the term of the Parking Garage Agreement for ten
(10) years each.
2. The Parking Stalls leased by Landlord to Tenant is a portion of a Parking Garage
Condominium Unit located on the real property located in the City of Auburn, County of
King, Washington, legally described on Exhibit A attached hereto (the "Parking
Garage").
3. The herein referenced Parking Garage Agreement is made upon the terms, conditions,
covenants and provisions set forth at length therein, each and all of which terms,
conditions, covenants and provisions are hereby incorporated herein with the same
force and effect as if set out at length herein. To the extent the provisions of this
Memorandum of Parking Garage Lease conflict with the provisions of the Parking
Garage Agreement, the provisions of the Parking Garage Agreement shall prevail and
control.
[This page ends here.]
~
30
C ity-APPAgreement-20100103 . doc
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
Memorandum of Lease as of the day and year first above written.
AUBURN PROFESSIONAL PLAZA, LLC,
a Washington limited liability company
By: Oliphant Real Estate Services, Inc.
a Washington corporation
its manager and managing member
By:
Jeffrey Oliphant, President
STATE OF
COUNTY OF
On , 2010 before me,
, Notary Public, personally appeared Jeffrey Oliphant, personally
known to me to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and that by his
signature on the instrument the person(s), or the entity upon behalf of which he acted,
executed the instrument.
WITNESS my hand and official seal.
SIGNATURE OF NOTARY
e~
31
City-APPAgreement-20100101doc
THE CITY OF AUBURN
a municipal corporation
By:
Peter Lewis, Mayor
Approved:
City Attorney
STATE OF WASHINGTON
COUNTY OF KING
On , 2010 before me,
, Notary Public, persqnally appeared Peter Lewis, personally known to me to
be the person whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in his authorized capacity, and that by his signature on the
instrument the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
SIGNATURE OF NOTARY
~
32
City-APPAgreement-20100103.doc
EXHIBIT "A"
TO MEMORANDUM OF PARKING GARAGE LEASE
LEGAL DESCRIPTION
[to #oilow]
33
.
AFTEIR.REC~'?RDI,HFG RETUF,.~TO:~`~~,. 2010@5140@0044
: . . .
` PACIFIC NU TIT AG 72.00
.~~Aubum Professional.~Plaja;;;, LC , "`~acE-0ot oF 0ii
- 1.i4/Z010 09:35
c/o Mirtaaet-.Jotit~, Kk,~in,;CPA" K,x~t~;COUNTY, wa
5743 Corsa--'Avenue,
Westiake VI!'age,:.C,,►` 91362
~
.:..:Y,
DEYELOtPMtNT RtGHT$:ACREtM,0NT
~
Grantor: C#tY OF A.UBURN ~
Grante~:;AUBUR`i~l PRO,FESt~lONAL PU~A`~LG;
a Washingttm'limited !'9bipritycoiYipany
Lega1 Deicripti'on: BLOCK 7. MAP OF L.W. ~BALLARD'S;PARK
ADDITION TO SIAUGHTEFt;.ftCCQRQiNG:~TO THE
PLAT THEREOF RECORDED IAl>1~0~.#1M~'3 OF
PLATS, PAGE 91, RECORDS OF kING GOUNTY,
WASHINGTOfd; TOGETHER WITH TFiE.-VACATED
WEST 10 FEET OF SILVER STREET (NOW °A'
IXCEPT — ~at :~'Por#ioti c~hyeyed recorded
as Re rd~nr~ 911-8 ~•..i~
Assessir sTax~.a~ ~ :::O~~Ob04,~0, 0492000461, 0492000463
~':t• ::iN .
~'.tit'~..1.•'
:.1: ~
.~.~FlLE~D.:$'Y PNWT
~ ti:.
~ .
::...x~
•
DEVELOPMENT RIGHTS AGREEMENT
I THIS ;DEVE-60PMENT RIGHTS AGREEMENT (this °Agreemeo is entered into as of
May by arW . beiw~ee,n.•THE CkTY OF AUBURN, a code the Ciiy of the state of Washingtor~ ~`Grar~o~'j, atld At,~dURI4PPROFESStONAL PLAZA LLC, a Washington limited
ft('ence,to the fotlowing facts:
"~•::I~abilEty coF'tiPanYGr;~nbee'~~~w1th rp
'REC.lIf/,~tS
. . :t
A. Concurrent voifi the r+eQordftn heroof,. (3dntor acquired fram Grantee fee simple title
to that certain ~al•''proporty SiiuaaWin q}he'r City'.of Aubum, Kir~g County, Washington, legatty
descn'bed as Blodc 7, Map of L.VK: Baftard'$'Par~c Addition to S1augMer, According to the Plat
Thereof recorded In Vori~me~3 of Plats;'Page 9'l; reaord~s of IGng Cc~iitity, Washington; together
with the vacatied West 10 "feet of S~er ~~'{now Stre.et NW~ as#oining and is known by
the IGng CouMy Tax Assessc*..a~~Asses~i'6' Parcel:~;nos;: 04,0,Z.afli?464, 0482000461 and
0492000463 (the "MePs Properly"):~' ~
B. The:: Mel's Property is improved am'~ag::other ftiin~s, a~'surfac~-::parking ~::,(the
. . °Parwng LoY'}cqntaining one hundred twenly (~;20) parkii~ spaco (tFi~e:;.Paring wpaces'~.
• =v,..,' ~s,.....,._.
• . C. Grantee conveyed the Mel's Property to Grantor;~ipor•rthe unde~anding Oiat t3rantar
woulc}"granY'"Gfarrtes the rights heneinafter set forth, and J3rWtor.•:~purc~Wd ~M.~l's Vroperty
. upoc~ the ynderstanc~ing that Grantee would receive the rights heri~in set.foith.
:NOVtf; THEREFQRE, in consideradon of the covenants and`pY~om6.0s conteined herein
, a'nd o.Efier 96od andetialuable consideration, the receipt and suftwo-4f whic6'are hereby
::acknoiNledged, 6r~iitor and G0antee agree as follows:
1 I~evelo ment di ttiej(Ael's Ptoaerty. Grantor hereby grants to Grantee the
y in any manner that Grantee shall determ(ne in
exclusive right to deveiop t~~'Mel'~•Propert
its sole judgment;.subject.tb;:~(a) t~ie p'r.~qvisior)sbf.this Agreement; and (b) compliance with a!I
applicable gover4we,t3t2i crpdei, laws;•^.vand re'gulations. ln connectian with any suc.h
ctevelopmerrt of the MePs Pfo~,::Grante~e shall, eicc~pt as otherwise providetl hereinafter,
at its expense, retocate the~:~ParlcingSpaaes vtirithin~any-'-development on the Mel's Property.
Upon Grantee's elecfion to dqvelop,:the.;'iNel;i Prvper,ty, Gran~or,.,,in its capacity as property
owner, shall reasonably assisf"'Granfee ~ siyning or oonsentmg to all necessary or
appropriate applica6ons, submittals and relgtod dvcuriients,..:Proviled;.:that nothing in this
Agreement shall obligate Grantor to exerris%.any czf itslregtilatoty poers iA favor of Grantee,
snd Grantee is not relieved of its obligations:xo okitain an,~r ne~ess~.:permiits. Further, upon
Grantee's delivery to Grantor of reasonable evi~ienci inccating: (b gtivernin~Nat-permits for
the ca~ction of the development have been iss~ed:br aAe ready,to is~ug; (i) a s~urce of
funds to pay for the proposed developmerrt; and (iii) " desigri`and~ acm8_s to,;tfie prdposed
reew location for the Parking Spaces, Grantw shall corivey,fee.sir►ioe title::4` the' Mel's;;•
Praper#y to GraMee. Grantee shall pay the real estate transfer.~exqiSe: tax;!`["eitEise:talc"]
.
any}, recording and escrow fees and the titfe insurance premium:°..•::Grantoc::;~haU "stufendef..,
possession of the MePs Property in accordance with the terms of this Agreemehi: :f raritor
and #~e Grantee shall execute an amendment to this Agceement shawing•.ih.e,IQoation afthe;~
2 7: .
.
.
'PO rlciqg Spaces on the new Parking Plan, and once the replacement Parking Spaoes have
beeli Cqmpleted, the pardes shafl cause the formation of a condominium to oavn the MePs
;:~dperEjrr;-"and Grantee shall oonvey to Grantar a condominium unit comprised of said
PAricing Spaces and corrtaining such terms and provisiors pertaining to operating expen.ses,
t~anageMent,- insuranoe and indemnity comparable to those set fcrth herein. Further,
~r`'antee,.as appficable, as members of the ovmers assoctiation of One Main
Professfonal' Plaza, a Condomihium`;sha11 also execute and recoM amendments to the
Qond qminium Do.,o0r'r~ents of;~e M~in Professional Plaza necessary to show the relocated
a~oaat~'wit0~said.Condominiam. Unless othervvise agr~eed by
'`~Parkirig Sp~ices;~that:~are:" d~
the C~uaritoo; Grantee shall 'pEovide,~.~, sa me r~ber of temporary substitute parking spaces
for use'*by Graritof''~duri~g #tie d~v~iQpment•otKOVlel's Properly untit the relocated Parking
Space.s on t~e Me!'s Pioperty afe airailabliifor usw~
2. Substitutlon of.:"Mel'i Prone~rty:';'C~ranfiee reserves the right to substifift the Me!'s
Property and the Park1h9 S:paces"witt~'other property••pmviding thwsame number of Parking
Spaces (120 induding rtot lesith~t f+ve daabled-acxessible ~r1ctrly spaces) within one
thausand (1.000) feet of the Ahhur~i Pctife~iarial Ptaza (#~e °Su~ituted Propert~. Upon
Granfiee's eleation to subsSh~Oe '~.~iAel'~ Prqperly a.~td tt:tv Parki~g~~,paces with fhe Subs~ih,ted
Properiy, Grantor shall reasonably as9rist Prafitee.in signi'ng oF'cons$nting to al1 necessary or
appropriate, applications, submittals ariti rielatiid documerits..:.' F.vrther; ::upon Grantes's
• • delivery t~ "Crantor of reasonable evidence. ind~caiEn,g: ~ gdveFrilnental pQrmits,~or ~3he
construdion oflhe develapment have been Issued or are ready to`issu~; (it) a Sburde of
• funds to pay for tFi~ propased development and ~if~•the desigr'i an1rf~acC~ss"to t~tie $ubstihited
. Properiy, ,Gr'~ntor ihall convey fee simple tiitte to the Ii~eP~ PGOperiy-ta Grati~: Orarrtee
. shaq;-~•pay t~ie real estate transfer excise tax ["excise tax"] ('d arnt), recoCding ~nd:~scc~ow fees
anr'~the ti~e insurar~ce premium. Grantor shall surrender passession~ of the:Me!'s Pfoperly in
acxordance with the terms of this Agreement. Grantor and thd'~Crallte~' stiall oXecute an
ainendrnen~:to thiiAg~~tnerrt showing the location of the Parking Spices o.~ theSubs~tuted
•Propeitjf,.,and o~o.e`"the replaoement Parking Spaces have been cumplOed_;~'thereon, the
~ties shall c~iuSe tho~•formafian of a condominium to own the Substituted:-Property, and.
Grartee shall" cpnveito ~ranior a._ca.4ndominium unit comprised of said Parking Spaces on
the Su'bstifuted::~ro~iertlr~ and' ephtainirtg:,such terms and provisions pertaining to operating
expenses, manage~ett, insvtance;,and':-,indemniiy comparable to those set forth henein.
Further, Grantoi..and/or Gfatttee~ras~:appticabfe,, and the owners association of One Main
Professional Plazat,:a_,.0on~lomifiium '"sl~,allalsa~ execute and record amendments to the
Condominium Docurrients at Oeie Main Professionak'plaza necessary to show the relocated
. Parking Spaces on the Substitutecl.:Property.:that.-are .~s*miated with said Condominium.
Unless atherwise agreed ki'y,, the ~rantor, ;;~Graptee.::shall 'provide the same number of
temporary substitute parking s~~s for.use:'by G'rantor durir~g•tli~~~slevelopment of the Mel's
Property urrtil the relocated Parking Spaoe~~~oMi the Sr~bstitu ted Pco~rty are available for
use. .
3. No Deveioament bv the Citv. -D,urtnq theteo hereof, tltie ,~it~.:.; shall not
develop the MePs Property, or change its use frcip~ a. surface::parliingrlqt"*oontaihing 120
Parking Spaces. • .
4. Restricted Access Svstem. Grarrtor or Grantee.m bi :'.plo. :,..ine::,:::::..;::
y imnt 04-a6ce,ss cardti'':•-`-•..,.
sticker or other identification or entrance system for aceess ta the Parlsing:Space~.ott:~Fi~~Mel's
Property or the Substituted Property, as aPplicable; provided (~such ~access
sysrt~m does
restrict con6nuous access to the Parking Spaces by the Grantor, and n if''applicat~Ue,:~racitee
3 .
pwmptly provides Grantor with sufficierrt parldng identfication, key-cards or other access
dbivioes`.(induding temporary passes and reptacements for lost or stolen identifiption, cards or
:iie~iioe~rieiyessary for such continuous acoess. Grantor or Grantee may impose a reasonable
cFiarge..for providing sudh iderrtfication, cards or devices, provided such charge does not
exceed tMe attual out-of-pocket administrative and replacement cost incurred in obtaining or
.:`otte.~rvvis.e pro dupirtig siieh, iderrtfication, cards or devices.
S. . Otlier.E00~ont& C,a'~aNitor sFidl have the rigM to grarrt other persons easement rights
'im, on; under or aeros6 th# WI's Pr~p~rty,so••Iong as such easemeM rights do not interFere with
the daseiilent5 and tights:g~ted Gibpt" uruigr #ais Agreecnent.
' 'Y
:.i:~~. '
6. Deve.~ovmew.,bf tfie Mda Proaeft. tegfiaorarv Parkina SQaces or Substituted
Propertv. In`1~@,,,94er►t.:0ran6ee d~velop~ tt~;.AlYel's Property under Sedion 1 or provides
Substituted Property under Saction~ and- tlieie aje more parldng spaces in the development on
the Mel's Property or oli. fh~ 'Subs6tutqrf P~per~jr thact:#he 120 parldng spaces requir~ed to be
provided ta the Grantor iyn~ier this Agieeci'ien~" tt~"berm Varking ~-'oY,thall mean the parldng
garage or faaUiy in such develoomerlf or.Dn suckr`propeliy. Gtani4vWl reasvnably determine
the portion of the Operating Expens6s atlocaDle"to tho" p~icing gatfage or faality and the Grdntor
and Granbee shall share of such oosts;tiasoil Upon.hie nurt~r.of the Parking Spaces allocabed
to each of Grarttor and Grantee on the lu~e►'s Propetty or on the'Sutt~tihiKid"Property.
.
0) '"{.J. perating Fapenses" means 'ap costs; Aindex~penses-arl'cue.red -~;in cqtir~tion
-with:. C~~ all utiTity iervices provid~f to the Paricirig~~ot; ~pertMit~;'t~s and Certi~~ates
necesiary tpt'opera~e, manage, mairrtain and nepair the P!prkir~g Lot; n..aU; Insurance Cpsts (as •
defined hereinof#er);; ('rv} the purchase or r+ental of supplies;:~too~, equipment:MW'materiais to
.the,:'exte~ they ar+8 used in c:onnection with the use, ePeration; . fiair~teahance, ;~epair or '
•.rWoratidn the;0adcing Lot (v) exPenses incumed 'm order--#a...eomp.fy :~rith,~am► laws, •
.
• regulations, ::or gcWrpnental requirements of arry kind; (vi) wag&d. ,,salaries:'and oUier.
.:60mpetasa26n a[W;:benefits*fQr all persons, to the exberrt (but only to the A-xteFlt) they were
~'engaged in cor~~efi~ion vv~h the operation, mair~tenance, repair, or restaalion -of,~ and providing
sei~.irity servi~ #or, t~1e Piarki~ig Lot,,including employees Soc"ral Security taxes, ur~emptoyment
taxes ``a~-insura#~ce; an~' any~ oSher ~ which may be levied on such wages, salaries,
compensation and t3en~ts;:~'~ all Propei#y Taxes (as defined hereinafter); (vrii) all operatmg
costs of Uie Piricing.,.Lotr:~d apr's~sterts arul equipment servicing the Parking Lot and
oomponer~t servic.es, inciridi~ig, bLt n`6t.;G.ii~itdd fa, jarotorial service, security, trash renoval,
cleaning, managemettit, maiMefmnoe, repair aiid deplacement of lighting, gaties, fences,
barriers, signs, walCways, drivew~, curbs, s+ecur~ty and : aooess equipment, devices, and
systems, and drainage faalfies; (ix) re,*urficing, repair.:fepesriirg and re-striping of the Parking
Lot and the surroundirtg areaiieWalk~~pror~ding aaoess',fhereto; (x) removal of ice and
snow from the Parking t.o2 and entrances and:;~ci~s fhoeto; and`(xi) ariy servioe or maintenance
contracts related to the operation, mainbenance, repa;qf, or re~raOor~ o~•th~'•P..arking LoL ~
' ~ .
(b) "Property Taxes° means ap lederat.:°stata, c~iintar~*'ot::locaF govemmental er
muniapal taxes, assessments, le~ries, tees, chai'ge.s or..`othei` imposidons~ of..:~~very~~~itind and
nature levied against the Parlcing Lot incl~ing, witht5r~`limitatio,ri, real arid:'personal p(operty
siler
taxes, general and special assessments, transit taxes, wat~r and sewef ~t oE~o~er m
taxes, fees or changes in taxes assessed in lieu of any ot-•the foregoing. :No,.Wftsjarading,.-:.....,...
anything herein to the contrary, in the event the Property Taxes ftsr :Par~ng''Sp4Ces are` r•separately assessed against Grantor, and remainder af the Mel's Prbpe~r,•iy oi~::t#ee.:S:b.stltuteE!•-.. Property is separately assessed, then Property Taxes ~all not be part ofipperating`fzper~ses
that are to be {~aid proportionately. Grantor and Grantee each agree tD'COO,psrat~'witktth
4 .
. ;
• `~:y
otFiec,.. including attending meetings with the tax assessor, to facmitate such separate
~'ss~ssir~ent or an accurate billing and calwlation of Praperty Taxes as contemplated by this
;:~c~toeemerlt
-;~(c) "Insurance Casts" means all property and liabiliiy insurance premiums with
o o Par1"cing`t~t required to be carried by Grar~tor under Sectians 6.1 and 6.2 below,
_ respect t th
indudirt any deductibles'inairre~in cdonedion with arry covered lass.
7. F11.9FJr8nt'e atd I[id~irlMCSM-',•
• '
.r
7.1 Prope.ny f~isurincdr Prior* aiiy. ~icercise of Grantee's rights herein, Grantor
ph-`'`properly: insurance o~i #ite,,. (Vlef's Properly as it shall determine in its
shall maintaW,i.r
rea~sonable judgment lti the~ever~~ihe.:lUI~S Pr.operty is devefoped with a paricing garage or
Grantee provides Su~t~ Pra~perty;'in vvhidti the...Pa,.rking Spave.s are in a garage (the
`Garage'), Grantee sha0'~~dnai~ain or ca~se :to tie maii~ined, subjoct b such reasonable
deductibles as Grantee may defierrrine,.:prope~r irr~rano~.an tlii::Q`arage in an amourrt not
iess than 100% of the full re~ilac~merit c6,st;~ of sUicYi'': imRiov~e~its, without dedaction for
depreaation, including the cost of debris rqmqVal, .insuririg:~igaNist :~oss or damage by fire and
such other rislcs as may be cove~d f~r tirrre to.:time by a:"Causes;:oi"Et~` Special ~:~orm°
palicy or..:it~••::equivalent and such other in~rabie""ltazard$ and antaining~"such aktdi~pnal .
coverago`s•andbodasemeMs as Grantor, GrarYtee or the9r ck~ Iindm4 neq,eWrom fime .to:;ime. Thg:property insurance ~ cover=~v5s d'ue tti eprrti't~k~;earth thovOment • •
nce in .
and/or` flooc~; d~termined by Grantee. Grantee may, maihta~ surh•..propeety it~sur"
whole or •i~ patt uris!!er blanket policies. The cost of sucrti~propertyi insdranGe, iriduding any
. dedrictibles paid anb any earttquake, eaMh movement and/or flQod iWuranc~ pt~ni~rms, shall. be`included~ as part`af the Operating Expenses; provided the cost~#,.any adi'didonal:wiverages . -
alid eniiorsements rQqtiested by Grarrtor shall not be part of Operatii:Expensis, but.paid
. .solelyb,y ~rantoc:` . .
7.2 =".Qom~rlercial Liabil~itx,lnsurance. Prior to any exeroise af Grarrtee's rights
herein; ~Gra'ritor .shalF' maliftrt sudi cor"rc,ial liability insurance on the MePs PropeRy as it
shatl detertnineln its: reissonabte judgmeii~. In the everrt the Me!'s Property is devetoped with
the Garage, Grdntor and the ;Graritee"Shall: at ~ll. times, at its sole cost and expense, keep in
futl force and eff~.,a pcRcy;:of comme~aai,gene~l liability insurance insuring against cdaims
or liabifity arising out'xrf the ~use:pr maintenahce:~bf ttu6•.,C~arage in an amount vvhich is not less
than Twa Million Dollars ($~?.O0O,adp.00):per,vccu~ence, c~vering bodily injury to persons,
inciuding death, and damage to propert~l, artd including:~aCrtomobite liability coverage and
contractual Iiability sndorsemet~#;,.,shall iAsure thw`hazards of:~`:#he,Jnsured paiiy"s operations
thereon, including the acts of its indepjndent:,qpntm&oCs; anii shali.,narre the other party to
this Agreement as an °additional insure'd." NotwithstaRSiing:~;:foreg6ing;:if a party hereto (s
the City of Aubum, (the °Govemmental Chme?) tt6 #n'surarice tr~ay,ke completely met by tlhe
Govemmental Party's membership in the W~"sh.irfgtori Ci#es Irisurince Authority.("WCIA'), a
municipal insuranoe pool. So long as the Govemfnen~al Ownef` is prov.iiJing'the'inSurance
requir~ed hereunder through the WCIA, the Govertx~gentaf` 04vner.:401:, nbt be, reqiiired to
ianteejor atty,.:
provide policies or certficates of insurance, and will not W;requirecJ to.naine Oc
other party or person as an °additional insured', `addiiianal,::narr~et9 in~r.ed", °~iatnec#:,::•....
insured,° "loss payee,° or any similar designation. The Govemm~nta( Qwne~ pon the":•••
Grantor's request therefor, provide reasonable evidence of the"~'GcivemrnehtPl'"Ownar's.•..
continued participation from time to time thereafter in the WCIA. A•} 1+, A••/ 5 '
;
7.3 Walve► of Claims: Subronaticn. The par6es, in the exercise of their
oommemal business judgment, adcnowledge that the use of insuranoe is the best way to
,;:~p~otect„agOinst the risk of loss to their respective propertes and economic iMerests.
Atoordingly, (0) Grantor hereby waives its right of recovery, daims, actions or causes of acdon
agairi,sf 'tfie Gr'anbee,for Ioss or daanage to the Mel's Property, the Paricing Lot, the Garage, the
, .:Sul~sbitc. ed PMopeiily;"bc:.any, personal property therein of Grantor and its aE~icers, employees,
and agdMs;1c.offectively, the °Grw6r`Rpirties') to the extent of any insurance proaeeds paid to
tt.re patty sWffering;,tie~:~: ard:,any ad~titional insurance proceeds that would have been paid to
"1he PartY: suffericxg ~e la~s ,Pad t►e i'ti~suronc~e:required under this AgreemeM been carried by
sucti: .~ry;.and::tb) ~rar~;~ereby.;~,i,ye theirhts of recovery, claims, adions or causes of
ac~tion'~ aga'ntist the,' GraOor.;Aor ~dal.to';4he Mek's Property, the Pariang Lot, the
Garage, the~~~ubstitu~ii P~perty, aii any I~ersoihal ~roperty therein of Grantee and its officets
employees and:~q.en'ts ("d- ranfiee Parties' t+b the:,eztent of any insurance proceeds paid to the
party suffering the !oss and a[ry additionafihstuar.ice proceeds that would have been paid to the
party suffering the Icss had the patfy ofaintd th* sa,me:ansurance c~rage ~qui~d under this
Agreement had been cat~ted. :tach'"patty s6a1G~~;auss'a.y insu{i~arti~ policy obtained by it
(indud'rng the insuranoe requirod untier,this.l~rOcle B).,to piqvide 3hat'the insuranoe oompany
waives all right to recover by way-:of-:subroga4for.fi"agaH'ist 4he pthe~
7.4 Indemnification. Subjef to t~e yiaiver of claims,pnder'Secton 6.3 abcwe, (a)
Grantor ag'r~s to defend, indemnify and hold_har'mf~ss. Gr~irrtee~ frotli and agqmst al4:~cl~ms,
demandg; toss~, liabilities, darrrages, acdons.,,prooepdings, sicpen~°'atisl c~s (".mdOding •
reason~ble•attom~.ys' fees and c~ of suit) 04` afiy~gtur~ wh~tsc~v~r'br~wght t3y third parties •
a~ ansing;:ib.ut of':pr resulting from the Gran~r's use :;of tlte pailcing...Lot, t~e Clara"ge, the .
Substituted"Prq~.perty, or from any other acdvity, work, or thiitg'dor~e, ~rmj~ted p'r s~en~i by the
Graitar 0. • om*~ or 8bout the Parking Lot the Garage, or the `Subsb'~ited Pr+aperiy; and (b) • .
Gcantee°'agrees to:defend, indemnify and hold harmles.s Grantar'from•.and:~~ins~''all claims, . .
c~+amands, lasses,,"liabilitie$* damag~, actions. Proceedm9s. ar►a~~ (~d~~ .:reaso4~~blp°-attortie~' fees and costs of suit) of any nature whatsoever bi~iu~ht b~y third paRies
`and arising ouf' aF or ~esulting from the Grarnee's use of the Parking Lot, -t~1~e Garage, the
S~tituted Pjbperty,.:Ek frrom any other acdvity, work, or thing done, permitted or suff~ed by the
Gran~in:'on ar ab4ut tFie Parkir~' Lot; fihe Garage, or the Substituted Property. In fhe evertt of
concument negligence,,.~the u~dgmnifying `party shap only be liable for that portion of iiability
related fio the pe~Cenfage oJ,,its`resp6cfilve n,egligenoe or m'isconduct.
8. Arbitration:"'"th theevent o#'.anY. dlsP`ute: be..tween Grantor and Grantee which
:
cannot be resolved, sucK::.dispute,shalt:be.:ide~emir~ed:by arbitration in King County,
Washington, under the ''':Americ:~ :Arb.iratiqn Assnii~tion ("AAA") Commercial
Arbttration Rules with ExpeQite,~•~rodedures.1n ef~ecton: ~tlre•~date hereof, as modifled
by this Agreemen~ There shall be qine ask)ttato.~' s9lected by esch party within seven
days of the arbitration demand anct, a third arbitrator~ rrtual~/"ag-r.eed upon by the
parties, or, if the parties fail to desigi~ate:the ~rbitrat4lr wlihin.such time period, then
i
an. arbitrator shall be appointed in accor'darnce,:~with the:'prq~edur~' set.~orth in the
applicable AAA rules. Any ~sue about whetlier.~ clAlm ~jiusf'be~arbttrat6d purauant to
this provision shap be determined by the arbitrator. ~14t #6 ,'~eque8t of eitheli: party
made not later than 75 days after the arbitration dema~ind,.;the_~pa~es agr~e;:~to 6u4ritit,.
the dispute to nonbinding mediation which sha11 not deliiy tho'aHa1tratiai~fie~ring dat~~:,:•••...,
There shall be no sutistantive motions or d~covery, ez+~pp~t tl~e ;~rbtfrattsr shafl`
authorize such d~covery as may be necessary to ensure a fair'fieaHng; ~vft~h`~stiall.~~;:
held within 120 days of the demand and concluded within two days:~~:;These tlnae IEmits
6 k.
~ot jurisdictlonal. The arbitrator shall apply substantive !aw and may award
i~tjurictiye roeltef or any other remedy available from a judge includtng attomey's fees
;~nd ca!~t~'t~ the prevailing party, but the arbitrator shall not have the power ta award
~ pvnitive danr#ges.
9. T - erm: 'Af.not exwci~d prior thereto, Ehe rights herein grar~ted to Grantiee sFratl
ire exa ten (10.) Y~rs froni~ the Oe this Agreement ~ neoorded in the public records of
~ Y:
FGng Coupt~;" Wasfiirtgton. par6es may hereafter agree to extend the term of this
'Agr~pment; any,such:exte,.ns6 shall tie ir)-a"vYtfbing executied by the Grantor and Granbee.
,
• K'.
'V$10. No~•: ,~II c~ofice~; .,~:onse; ~ipp~bvals or demands required under this
Agreement sfiall be ir~' wrl~ing and~hall besdee~ delivered when either. (a) deposited in
the United States..rxrail, cert'rfie+~ or register~d,~~~~o~tage prepaid; (b) transmifted by telegraphic
or electranic means or;:by re~:ognrzed co~~er sl:rvice, with proof of service provided, or (c)
delivered in person; in~.~n~r' event adcfres#ed ib oc-de~.rtered to tFMI:~ppcopriate party at all
addresses for such party, "as follbws:; ~ ~
, J,C :
APP: Aubuiti-OrofessioinafPlaxa L
c/o MichaeF':,lohii Ktein;:Esq.
5743 Corsa Rv+enu!e, Suita:216 :
. Westlake Village, Califomia 913~O
with concumerrt copies fb':..
' Aubum Professionaf Plaza, LLC~`'
P.O. Box 1294
Aubum, Washington 98071-1294
"'A#tention: Jeffrey Oliphant, President
~•::and:to: •
' 'Anthofiy L. Rifel. Esq.
. Rafel Law.,Group, PLLC
. .;95l9 Thkrri Airenae, ,861te 1600
' SP,.att1B, W8S?tl"n 98101,
The Ciry: C~ky of`A,ubum 25`West Mefin ,$treet
Auburkwashington 9800148 Attendon: M~yor
with concurrentdbpfes to:
City of Aubum
25 West Main Street
. Aubum, Washington 98001-4996-.., Atterfion: Director of Human Resoui"ces/Risk
and Property Management . .
and to:
;.7 .
.
•
Ciiy of Autwm
25 West Main Street
Aubum, Washington 98009-4998
Attention: City Attomey
oF'to siicfi.ibtiier and"eddeaonOsddre .'es as either party may from time to time designate for
''fFiis piirP9se: • .
11. '~bther P'Pavisiora`s.
•
11.1 . s with'.the:~.andkAssi 'zme..tThe covenants, conftons, restrictions and
rights set iorth herein shall ~un with tkabs'Mei's.,- roperty and, if applicable, the Substituted
Pmperty, and shall, sutiqect tb the;:'temis and limlkatic~as,s,~t forth in Se~tion 11.2 below, benefit
and be binding upon Gr~Yor and Groi~tee~ and thiir ~ve su '~ors and assigns. .The
rights herein granted to APP-are:'`fr+e. 6y aisignab[v:, by `:APP, Up6n necorclation of such
assignmerrt in the public recorcii-af..1'Gng'Couniy; Was'hir~torf= I~c>twi~hstanding anything herein
ta the contrary, no rights in, to or for the:gerora~ pul~ic are~cr~eated hOi~eby.
Subordlnation of Mortsfastes:. Aripr'liio[tgagedeed;of trust,:aiT,other.~ritY
inshume~it (a "Mqrtga9e'~ now or heeafter p~oed u~un : the RAePs Prop~i~y, i,r an~ pphion .
ther~eof,::or otherviiise including the Mel's Property; =inc~ud'uig any ,~~~tts, .replic~ten~, .
r+enewA~ a~:~xter~ions thereof, shall be subject to and ~uba~ndu~ate tQ..2uis ~peer.~er~.~as dhe . •
same"may.;{ie amended from time to time. : .
1`1.3 Estoane! CertiFlcates. VOthin fifteen (15) days ofa:w rittan.;re~esk~of a party, .
t(ie o"r paEtjr shall exet~e, adcriowledge and deliver to the requestind,~rty, or its-'designee a
.Ii'vritterf atatemert.c`ofifirming tte status of such matfiers uruler this Agreem&*as are set forth in
'`Wch writben request fr,P~., the~_:requestin9 PanY. It is ir~tended that such sta~ents may be
reliad upon qyi fende~ pc~Dviclng finanang ar proposed tenarrts, purchasers or assignees of
such ieqLiftg:~s p)ope,r,Xy.,:-Ifthe~'racipient party shafl fail to respond within thirty (30) days
of rec;eipt of seio vimttan requist as provid~ herein, the recipient party shall be deemed to
have admitted tti~a acxiiracy:fany.,iri~ma~on ~unptied by the requesdng parly to a pr~pective
lender, tenant, pu~haser,••6r assighee ~t1d.:that Uiere are no uncured defaults in the reqeiesting
Pa~Y's performanoe.'""•-,.. .
11.4 Constructtoii~. This ~agreemerit and the grah#s of rights herein sha11 not be
strictly construed but shall be gi~nlt.a46asonable canstructidn so:that.the iMenton of Grantiee to
obtain long term and commeraally usakle enjoymerrt .of t0e developriient rights herein granted
is carried out
11.5 Attomevs' Fees. In conneCticrt,:with thFi Agreer,tieii# and its.performance,
APP and the City shali each pay their own attom~y's:~ees.i-ln ~e event ot"any '~fault or
other breach by a party to this Agreement, the prevailing party, sh~Yl b0:0ntitled to r+~cover
attomeys fees in the any acGon or arbitration to er~foroe:~the,:provision~'here~if. The t~:.
"attamey's fees" as used herein and elsewfiere in this lease sf~a{I;~hiean;:~d'ind~id~ al{~~:,:•.•..
reasonabte legat fees and charges, induding appellate fees and Charges, patralegal.~ and:;•-•••••..
charges, court, filing, and process fees, marshal's and sheriif's ':fees~~••ai~d. charges;•::
investigative fees and charges, and all other sums relate.d thereto.
.
8
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•
~`•11.6 Force Maiew+e. Nolwithstanding araything contained in this Aqreement to the
,ta.titrarX;•My.4elay in the perfonnanve of any obligation under this Agreemerrt sMall be exc;used,
,i'~ if.and so lorog 'as the performance of tte obligaation is prBVented, delayed or otherwise hindered
py ac"t.s'`of G~d, fire, earthquake, flood, exptosion, adions of the elemeMs, war, riots, mob
, violence;' inapiiity•16.pr+pcure labor, equipment, faalrdes, materials or supplies in the open
~ mailcet,~fadu're,of transpotUtion, PfiA- ;lodcouts, actions of labor union.s, condemnation, oourt
-t';., oRiers;:* 4~4on ,of'T~wws,;or~~s af Ppvemmerrtal or military authoritie.s or any other causes,
iGhetl:iier simifar a.r'dis~imlOr ~ the fr~goirag; nat within the control of such party (other than lack
or in~bility tc3 p~cure'money~~to fulfill ,~mmitr~[~tS and obligations under fhis Agreement}.
} .
11.7?;.. Seve bil'~trr. If~'an~t one or;:mo6 , pt the provisions of #his Agreement, or the
applicability of-at~f.s~lch provis.on to.;l spe „ci~`ic'sihi~tion, shall be held invalid or unenforceable,
such provision shall be niodif~d to:the ~rt# ne.cessary to make it or its application valid and
enforoeable, and the vatidity.and enfo~eability pf all,¢ther provisions-:Qf this Agreement and aIl
other applications of airy'stich prornsio~i sh~ll riq't be-affectetl:theret~:
11.8 Goveming Lavii:-:.T,..Yiis L`eas6 siiall bb geivemec~-'a~r~~l:iMerpreted solely by the
laws of the State of Washington.VOnue`fo~ any sdio4::Oerdunc~er or relafing hereto shall
solely be in King County, Washington. .
0.9 .-`!Wons. Captions of 3ecbacs and oub$ecti,vns of'this`Agre6mer,vf'ar~ for
conver{ience only'-and shall not be.considered m'rescflvir.rig ariy 4ueki6jts'-,6f interpc6tation or
c4nstctlctior3°bf aniterm, covenant vr•.provision.
11.10 ~"Tim~. Time is of the essence of this Agreerqent''and of; ~eadh atid every
provisioiti the[iof. .
::.1,~.,~11 WritteT Aureement • This Agreement, together with priaf, and concurrent
`v~rcitten agreemertfs to ; Elt~ exGent not mod~ed herein, corrtains the entire affr6ement of the
paities. It is.dndirsto6d t6at ttiere aKp,no verbal agreements between the parties hereto.
11.12 Plon;.WJ+rer,;~ . No co~tenant, term or condidon of this Agreement (or
breach thereof)'Ihall be cIe'eAned;:vir" ed except, if expressly waived in a written instrument
executed by the vmnring,~arty sp~ccifi~~re.Citirig the covenant, term or condfion (or breach
ec'f and: an}f such waiv,er qf sugl'i~~covenant, tertn, condition or breach,
thereofl being waiv ;
shafl not be deemed to tire a`'wdiv,er of'any preceding.. or succeeding, cavenant, term,
condidon, or breach.
[This page ends here.] . :
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IN.;WITNESS WHEREOF, APP and the Gty have duly exectrted this Agreement
: as ~f the'da~r-and•yeir~rst above written.
.
`~~...,/.~t'IJBUFik PROFESSIONAL PLAZA, LLC
• a Washir,;gtcip limited liability company
Bdli fiant Reai Estate Servioes Inc.
.v. ~ Y'.;a W~ashington corporapon '
its tnarlager, and managing member
. .le ip,'F;~reSr~itit
STATE Qf : L~ A . , , . . . .
~
COUI'~'lf 0,r. 1%~11ft
.~'on iEL ~ ,.20:1o.tiefiDre me, A L.Aidb.~.~'' S
ot~Iy.Pubpiersot~all~y-aRpeared Jeffrey Oliphant, personalty knawn
to me to be tlib:::;~e~on: whose ribraiie::is :8ubscribed to the within instrument and
acknawledged to me that hfe execyted the:~same in.:~ii's::~uthorized qpaaty, and that by his
signature on the insVumerit theperson(s), pr thdentity.;upon behalf of which he aded,
executed the instrume+rt.
e.a.n..msam+
A. LUDBERG
N 0 TA R Y P U B L f C vvuNas tAy liand,:`and;6fficiQ1l seal:::
STATE OF WASHlfVGTON .
COMMtSSION EXPIRES
FEBRUARY 9. 2013
SIGNATURE OF NOTFikY..~ • '
r,,.._.
•
t0 •
THE CITY OF AUBURN
a mu ici al oorporation
r•
.}s•...
"~•F,' 4,?8yPeter Lewis, Mayor •
' ~k
i: . '^T`: '
Approved:.F4vZ~'~rY'3
PAACIty Attomey .
' ,
STATE.bF WASHINGTON
.:r.,.
couWnr q~~:KiNd
On o 2010 before me, ~}}~~~;~~..~~s~s•~';---~---:= •NOtary f'ublic, personally appeared Peier Lev4s, ,pe[sonaily knawm to
:ine 16-be X#ie perso6 whos&name is subscribed to the within instrumer7t aM acknowledged
``to me ffiat he ~kai~te¢.-tk~e same in his autharized capacity, and that by his"~s~gnature on the
ins~trument tt;e entity,tipoti beRialf of which the person acted, executed the instrument.
'-:::..,`;.a..uci~ku~~::,.: •+H~J~ WITNLSS.my hand and official seal.
~ti~.a~, t ~ h ,
s'Q o~ ~4~~
s ; C~ • ~ p:
'1:
"'9r5{GNATUf tE fJF.IVOTRRY 2-
y~
~t~AS►~~
,f 41
•
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ll •
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ii
A~TER~RE~CpRDE~C RETURN~fiO:
~Aub~mPro~essibnal:~fla~aqLLC ~~;'.~:.,.:,:••-...:,.,~:2010~514@0Q~043
c/o IUic~taet John Ktem,a~Pl~ m...eei oF e~ .
5743 •~~~1e es:as
~ur~ canm, ua
Westlake Vil~age, CAk°~'91362 - - -
; ' .
Document MEMORANDUM OFQRT3ON TO P.LJRCFtA~SE:...~` ` .
Grafitor. CiN OF AUBURN ~ " 1~.,~.E'lt~.`Z
,Granb~s:,:'` ~ A~URN PRC?FESSIONAL PLAZA, LLC
Ablireviate¢~Ceg~al :iJNLT 3$U~•QNE MAIN STREET PROFESSIONAL PLAZA, A
DescriptftSn: .~~CQWDCSMINIUM. ACCORDING TO THE CONDOMINIUM
DROf:ARATiOh1-JRECORDED UNDER RECORDING NUMBER
2A'k~IQS',I.:051AP~1D AMENDMENTS THERETO, IF ANY, AND IN
:vOLUME 268:;C7F CaONpOMINIUMS, PAGE(S) 91 THROUGH 95,
II~I~LI~SIVE INFKING EOUMTY WASHINGTON
Assessor's Tax 049200-0604
r~
Parcel Numbers:
Reference Number of None
Related Documents: P.! C.:p BY
. .:,s.
: y.•~
' '~-:•~i1
~ M
MEMORANDUM OF OPTION TO PURCHASE
qUBURI+I PROFES310NAL PLAZA, LLC, a Washington limited iiability company
~'.(°AP355and THE CiTY OF AUBURN, a code ciy of the state of Washington ("the City")
•°':`enxered -into,:an::agreement dated 2010, (°the Agreement'),
which .provia" among Qther t~+ings;''A#hat for and in consideration of the oovenants and
p~rforfnance~therein ~~set f.vrttr`~nd uppn the tenns, condigons, covenants ar~ provisions set
~orth: fn lQiigth thereir~:
1. •..0rirstianHv-'the .~grg emqq,'~APP agriW tQ' sell, and the City agreed to purchase
certairF:.;.properW'in::fhat~in Cortdori~ini6m Projed known as One Main Street
Professicr•ial..:-plaza:, a.:~~cond~ominiud'n,:,ac,pording to the Condominium Declaration
recorded under Reoorc#ing Ndmber~0'100512000511 and amendments thereto, if any,
and in Volume 2G$.of.:~ondominiLms; page{s}04~~through 95;"'~Clusive, in King County,
Washington (the "APP Cando~kiniWm'~,:` I.n6luded 'as part af tt,r~ property sold to and
purchased by the City ~s that ptopQlty. 'legally:...described~'`-as Unit 380 of the APP
Condominium ("Unit 380"):`-..:,;~
. F.
2. Purs~ant to the Agreemertit, the~~Cily graR#ed,APP ttt~ rioht ~"rep~rrchase UME.380,
whic h''Unit is tegally descr€bed as Unt 380; Ne Main $treit PXotesSiona! Plai.o, a
co:idomint*m, according to the Coradorrtir~ium pec~ration reccirtled:: untler R~cc~iding
Ni~mber 20~F~005120Q0511 and amendmerifs-`the[io,,:if afiy, anCt•~in V~luc~he Z68 of
Gondoniums, page(s) 91 through 95, inclusive;~:.in ;lCing Co.ur~tja; WaShingtor~: Said
:~~right:af repurc*ase must be completed within iwo (2)-~rea~`s alte,rjfie date pf recordation
of thiis Merrtorendum of Option of Purchase. 1fie Agreeryrent••6ft~forth the price, terms, and other conditioM--:.4*ncaemi~g the rights
Itecsin re*eh'oed-
4.'`'•~:_The h0eia-'~refefenc6d qgre~ent is made upon the terms, conditions, covenants and
on~:~set ~orth-at I0ngtft them"i-q, eadi and all of which tertns, conditions, covenants
and provisioni:ave hejepy inco;porated herein with the same force and effect as if set
out at leng#h herein,r ~'o th~e' e~cten~ th•provisians of this Memorandum of Option to
Purchase ~onflict. x'with t4e pr6vi0oris of the Agreement, the provisions of the
Agreemerrt shatl prevapl arW control. ~ [This page ends here.J Y,
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:IN WITNES.S WHEREOF. APP and the City have duly executed this
emorafidutn of Lease as of the day and year frst above written.
`''°•L •'''AUBURN PROFESSIONAL PLAZA, LLC,
- "`;a Washington limited liability campany
By:'"""Oliphant Real Estate Services, Inc.
hington carporation
a jfts
' "P[s C+~ariager and managing member
t• 5J'
' • . By-f .J 0 a eM
STATE bF '•~V f~ . •r...
COUIlITY op'~, :k•l.l~~
"o1~c..-~ 2010 before me, A L.~3CLl~.~'~j
Notary Public, personalty appeared Jeffrey OlipFiarrt, personally
knouvn„to,r.r~ to be."the'..:'•'personwhc~s~e name is subscribed to the within instrument and
acknowledged to mg th9t he- executed ttao same in his authorized capacity, and that by his
signature on ft insftumept: ihe ~eESOn (s), or the entity upon behaif of which he acted,
executed the in*ument,:~`'
A. L U D B E R G.::yyrfNE$S my hand:aiic#. afficiat seal.
NOTARY PUBLlC`~ STATE QF WASHINGTON
COMMISSlON EXPlRES
FEBAUARY 9. 2013
SIGNA't'URE,fJF MOTARY:°`
.
3 •r . '
.r:
'°:ri
~ V
THE CtTY QF AU6URN
a munic' Fee ation
✓
,ey: ~
Peter Lewis, Mayor
Approved . . •:e:.
N•
ity Attorney 7
•'vY.,...,,.
STAT.~ OF.;INASFdNCTON
CO.11NTY'0F KINO • •
On/ 1~.• 73'- o , 2010 before me, E1x~sco~
~--r--~= :.`,,,N ry utilic, personally appeared Peter Lewis, personally kt5own to me to
be„the persoa"wfiose-•riane it subscribed ta the within instrument and acknowledged to me
- thafi::ti.e„ e~ut~d t~e s~me:~ in ,~is•~authocized caparaty, and that by his signature on the
instrument the enti~jr updn behaif of wt~i~h the person acted, executed the instrument.
`~\~\h1i11t1~,j1j .
t , y..
.V1~IT.P1E$5 m ~hand and official seal.
..o.~.~lC s r►
~ ~ ~,M1SS/q r~ 23•~i'~::..
-
jo N,-~
or .,,N , " .
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G9ClC ~`'m= = $IGNATUR~ OF NO'T`PERY O
5 > > =
i-IING~~.•`' ,
i~►t~t~t~~~~ ~
. • . • .t;'
4
. . • -
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IN WITNESS WHEREOF, APP and the City have duly executed this
Vetnacandufn of Lease as of the day and year first above wriaen.
AUBURN PROFESSIONAL PLAZA, LLC,
a Washington IimIted liability company
• : '`r By:•..... 'Ofiphant Reat Estate Services, Inc.
-hington corporation
a,4Vr
, N
' • , =''Its riaryager and managing member
B~.Jeffrey CStiphant,;Pregident
.
`'J
STATE OF
cou~inr .
2010 before me,
lVotary Public, persanaily appeared Jeffrey Otipfikt, personally
knoiivn.,,.to„ra~~e tti be:`the.:'person,,arvMo~e name is subscribed to the within instrument and
acknawiedged Go me tFtdt he- ezecuted :t~e same in his authorized capacity, and that by his
signature on ttEe instrume~t::the person(s), or the entity upon behalf of which he acted,
executecf the instrument.:,'
,`W11'NESS r~iy hand.,~`and. official seal.
SIGNaTU.RE:OF NOT7RY:''
. .
3 •
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a
~ AFTER,AECORDINGAFTURN T.0,•.,.,
Aubu~i P~sof~ssioriai ~Ptaza, ~'L`~E `~/o Mich~el~Johwi Klein, Gp~ ..20100514000045
5743 -C..orsai Avenue, Suite 216 OgIFIC M~I TIT l.E ~.00
9e; CA ~136~ ~ p~1 OF 00S
Westlake VN.1a
14/2010 09 : 3S
+C3NG COUNri, WA
.
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efe
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Daaarrent Ttle: MEIIIORANDUM OF PARKIN.0. GARA►GE,LEASE
Graintor.,,-'CITY OF AUBURN
17-~
--'rantee:••'AUOURN PROFESSIONAL PLAZA, LLC
LegalbeScriptick ,`'UNfTS'`4~ 59, 111 12, 13, 14. 19, 20, 21, 22, 27 AND 29,
A~WRN...•.CEN"~fRA[. PARKING GARAGE CONOOMfNIUM, A
cbVDOMIMUN~; i4CCORDING TO THE CONDOMIN(UM
'DECLARATIOAI~' RECORQED UNDER RECORDlNG NUMBER
2Q~100~84.000965;:AMI~ q(NEi?IDMENTS THERETO, IF ANY, AND
IN'~:VOLUW ,26~, P,AGE$ 71,:7~if~0UGH 74, INCI.USIVE, IN KING
GOu~ASiiIfYGTON.
Assessors Tax 04920000340'.:•. •
Parcel Number: • .
~ .c~ .
Reference Number of None
Related Documerrts: '
3Wo
moora br Poeft 4weal
Roow+xMOftbn c+gy. it hae not be,w .
WADmlrt+d as to Pmpet eX8C4Um
~
i •
MEMORANDUM OF PARKING GARAGE IEASE
qIJBURN PROFESSIONAL PLAZA, LLC, a Washington limited tiabilit}r company
("Tegane) and THE. CITY OF AUBURN, a code city of the state of Washington ("the
~ LartiiEord") eriter~ed intis:that certain.Parking Garage Lease dated De ber 15, 2008, and
thot oeftairvFirst Amendment tqr''ParlC~ng Garage Lease, dated May X'l , 2010 (together
tt~e `Park[rig` Gaw'b'e: Agfe"nenf),6,_ avhich provides among other things, that fcf and in
~~onSi"deratic~n of'th~~ cave~ants in ppittrmnce therein set forth and upon the terms,
conditions, :icavenar.ts aori provisiois:set forthA;in #ar~gth therein:
1. Landloid leaser
pto Tenan#artit ,Tenari~: hiiti3s..from Landl4rd the Parking StaAs described
in the Pdrking-'Garage fi}yreerrrent foO'4-''peood commenang upon January 7, 2010 and
expiring January ~1, 2025. 4~ndeF`t~e:`Pa~'ting Garage Agreement, landlord granted to
Tenant four (4) aptio~s to,exte~id tlae te'r'm .gt-tMe, Parking Qac~ge Agreement for ten
(10) years each. •
2. The Paricing Stalls ieaseit•..* LBndl6i4--'to Tenaiht i0 a.:ptir~ion of a Parking Garage
Condominium Unit located on tMie re~ propeity locat¢d ~Fi the Ciix,of Aubum, County of
King,:, Washington, legally descnEied as ahd,hereina#ter ."0ed-'t6--:-as the "Raing
Garag'e
UniXs 4, 5, 6, 9, 11, 12, 13, 14, 'C920;:'. 21,;:?2~~°~7antl"29, Aub.a"rn
Ceritral Parking Garage Condominium,'a..c4ndctiminjum;;;accoiding ta•'::the ;Condominiurn Declaration recorded tindelr R~,cpd ing:~.'Number
201.00204000965, and amendments thereto, i~~:arry, and in ublur~ie
265, pages 71 through 74, inclusive, in King Coun~y;~Vl~ash'ng€on.;;° •
The4iereirfi'r eferencedParking Garage Agreemerrt is made upon theterms. conditions,
. covenant~ :~nd ,,pt~visio~hs set forth at length therein, each and all o~ which terms,
<:.conditid'n~' covenatits and pc*sions are hereby incorporated herein with the same
force and: eff~ct ai if ;~f'out at,length herein. To the exterrt the provisions of this
Memorandum'-of'`Padii6g GaXage i.ease co~ict with the provisions of the Parking
Garage Agreement,?th.e proVisiQns ot t?ie'•flarking Garage Agreement shatl prevail and
control.
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IN WfTNESS WHEREOF, Landlord and Tenarrt have duty executed this
:~Vlemo~aric~iim of Lease as of the day and year frst above written.
r.
AUBURN PROFESSIONAL PLAZA. LLC,
Washington limited iiabiiity company
. • °..:;'.r B..y..."QliphaM Reai Estate Services, Inc.
..,s• a.Y~lfashington corporation
• , ~'i~:s ~ari~ger and managing member
f.
g~an resident
ti,.
•;l
STATE OF •:.~,C ) -A j
COUNTY
; .
2010 before me,
.:•`~Notary Public, personalty appeared Jeffrey Oliptiint, perse a[ly
knovirn„to,.mb to ba.~the;'person,,whos.e name is subscxibed to the within instrument and
adcnawledged fo me thAt he, executed 1he same in his autlhorized capacity, and that by his
signature on tlie iristrUm'the peWn(o), pr the entity upon behalf of which he acted;
executed the insttumerrt.;•'
A. L U E R G"~:. N►.I'1'N~SS mY hand~ ai~d. official seal.
NQTAAY PUBL1C M „
SrarE OF wASt~1~rGTOrt COMMiSStON EXPIRES FEBAUARY 9. 2013 '
SIGIVaTURE:. F NOTARY:'' , • .4,. ,
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THE CITY OF AUBURN
a municip oration
~
. :$y; 1
Peter Lewis, Mayor .
Approvedfss ~~....~'~'r''~.'. ;
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Attomey
...1
STATE OF;WASHINGTON
COtJNTY-OF KINC3: • •
•On "1 tD 2010 before me,.. ~Dd.•
Na ublic, personallY apPeared Peter Lewis, persana kr~own to me to
~t:. v
be,the persorr~'w4ios~~nafne is subscribed to the within instrument and adcno'in►ledged to me
thaf4te.ex.~6ut4d th~e same.:'in his•~~ytharized capacity, and ihat by his signature an the
instrument the entit~r upsin b4hafi~ af whiah the person acted, executed the instrument.
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s~~~~►.::QAN1~ r~fry~ . '
~ii`:. WI
nd and offcial seal.
' pM'l~is TNES S my#a
r~y = G
p'',r~~..:-:.,:
~Dtirw w N~!•~~''F :
jy ~
~
i~%~ G < T!¢:~
~%•~~~~94/C
~~~'~~'yS,+~~~ f„~..••,''- ~ ~IGNATUR~ QF N01"A~tY ~h•, N.~Tt~~ .
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~ IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
,;::4.0or4lidurn of Lease as o# the day and year first above written.
.
. AUBURN PROFESSIONAL PLAZA, LLC,
~ •.'`',a Washington limited liability company
• By:"""04phant Real Estate Services, tnc.
auVAshington corporation
. ...r~' f.,Ifs fnar~~ger and managing member
' Nt
.
II.._..:• N:.,
.:feffrey 0liphant,eresident
•;r
STATE DF
COU[+JTY Ofi'?. - • Ori2010 before me,
77:: , Alotary Public, personalfy appeared JefFrey Oliphant, personally
known.,:to,.m6 t0 be:~the:~ person.,,whose name is subscribed to the within instrument and
acknowledged to rr~ th..8t h0'executed~the same in his authorized capacity, and that by his
signature on tF~e irisErUme~t.;-ihe person(s), or the entity upon behalf of which he acted,
executed the inArument..:~`'
:~-WITN~SS my hand: ahd official seal. - .
SIGNATU.AE:OF NOTA'RY.:`
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