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Exhibit C-1 <br /> <br />EXHIBIT C <br />FORM OF LEASE ASSIGNMENT AND ASSUMPTION <br /> <br /> <br />LEASE ASSIGNMENT AND ASSUMPTION <br /> <br />Landlord: Charlotte Walker <br />Tenant: Consolidated Electrical Distributors, Inc., a Delaware corporation <br />Assignee: City of Everett, a Washington municipal corporation <br />Premises: 3310 Paine Street, Everett, WA 98201 <br />Lease Date: November 8, 2012, First Amendment dated July 24, 2018 and Second <br />Amendment dated June 30, 2022 <br /> <br /> The parties agree as follows: <br /> <br /> 1. Lease. The terms stated above have the above definitions. Landlord and Tenant <br />entered into the Lease for the Premises, as amended, true and complete copies of which lease, <br />first amendment and second amendment are attached hereto as Exhibit A (collectively, the <br />“Lease”). Assignee is herewith purchasing the Property from Landlord, and the parties have <br />agreed to the assignment of Landlord’s interest in the Lease to Assignee in conjunction with the <br />purchase. <br /> <br /> 2. Assignment and Assumption. Landlord assigns all of its right, title and interest <br />in the Lease to Assignee on Effective Date (defined below). Assignee assumes all obligations of <br />Landlord under the Lease accruing on or after the Effective Date. <br /> <br /> 3. Mutual Indemnification. Assignee hereby indemnifies and holds Landlord <br />harmless from any claims, expenses, lawsuits, fees and costs, including, but not limited to, <br />reasonable attorneys fees, with regard to any obligation or liability accruing under the Lease on <br />or after the Effective Date. Landlord hereby indemnifies and holds Assignee harmless from any <br />claims, expenses, lawsuits, fees and costs, including, but not limited to, reasonable attorneys <br />fees, with regard to any obligation or liability accruing under the Lease prior to the Effective <br />Date. <br /> <br /> 4. Effective Date. This Lease Assignment and Assumption is subject to closing of <br />the purchase of the Property by the Assignee from the Landlord. When satisfaction of this <br />condition occurs, that will constitute the “Effective Date,” and the Assignee and Landlord will <br />provide the Tenant with written notice thereof. <br /> <br /> 5. Lease Status. Landlord represents that the Lease is valid, binding, and remains <br />in full force and effect and there are no defaults or breaches by either party under the Lease at <br />this time. <br />