# Appendix — United States v. Marine Bancorporation, Inc. > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/brief%3Amicro_IA40386414_0339%3A04 ## Record - **Collection:** Supreme Court brief - **Document type:** Appendix - **Published:** January 1, 1974 - **Citation:** 418 U.S. 602 ## Text Supreme Court of the United States OCTOBER TERM, 1973 No. 73-38 UNITED STATES OF AMERICA, Appellant, — MARINE BANCORPORATION, THE NATIONAL BANK OF COMMERCE OF SEATTLE, WASHINGTON TRUST BANK, AND JAMES E. SMITH, COMPTROLLER OF THE CURRENCY ON APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF WASHINGTON INDEX Page Docket Entries 1 Complaint by the United States filed October 22, 1971 9 Defendants’ Answer to the Complaint filed November 22, 1971 . 17 Intervenor’s Answer to the Complaint filed December 8, 1971.. 24 Defendants’ Answers to Plaintiff's Interrogatories: No. 5(A)(2), (3) = 30 Na e 2 44 No. 23 53 No. 30 — 60 No. 33 75 No. 34 — — 80 No. 40 = 84 No. 48 „% A 87 ii INDEX Page Plaintiff's Answers to Intervenor’s Interrogatories (Set. No. 1): Ne 114 „%ỹœd!ũñũñ„% 91 No. 15 91 No. 16 4 92 No. 17 92 Deposition of Robert F. Buck taken August 16, „ 93 Buck Deposition Exhibit 1“ * 1514 Buck Deposition Exhibit 22 1516 Buck Deposition Exhibit 3“ 1576 Buck Deposition Exhibit 4“ 1407 Buck Deposition Exhibit 5 132 Buck Deposition Exhibit 6“ 1358 Buck Deposition Exhibit 7 136 Deposition of Maxwell Carlson taken August 16, 1972 137 Carlson Deposition Exhibit! 152 Carlson Deposition Exhibit 2* 1273 Carlson Deposition Exhibit 33 154 Deposition of Ralph J. Stowell taken August 16, 1972 157 Stowell Deposition Exhibit 11 1432 Stowell Deposition Exhibit 2* . 1433 Stowell Deposition Exhibit 3* 1393 Stowell Deposition Exhibit 4* = — 1284 Deposition of Frank A. Abersfeller taken August 17, 1972 195 Abersfeller Deposition Exhibit 1 236 Abersfeller Deposition Exhibit 2. 1391 Abersfeller Deposition Exhibit 3 239 Abersfeller Deposition Exhibit 4 240 Abersfeller Deposition Exhibit 57 . 1279 Deposition of Andrew Price, Jr. taken August 17, 1972. 242 Price Deposition Exhibit 1-1“ 1430 Price Deposition Exhibit 1-222 . 1429 Price Deposition Exhibit 1-37 1428 Price Deposition Exhibit 1444 .. 1427 Price Deposition Exhibit 1-5 1426 Price Deposition Exhibit 1-6) 1425 Price Deposition Exhibit 1-7* 1424 Price Deposition Exhibit 1-8 1423 Price Deposition Exhibit 1-999 1422 Price Deposition Exhibit 1-10* .. 1421 Price Deposition Exhibit 1-111. .. 1420 Deposition Exhibits which correspond to Government Exhibits are reproduced in the category of Government Exhibits. INDEX iii : Page Deposition of Andrew Price, Jr. taken August 17, 1972—Con- tinued Price Deposition Exhibit 1-12* 1419 Price Deposition Exhibit 1-13* .... 1418 Price Deposition Exhibit 1-14* 1417 Price Deposition Exhibit 1-15* 1416 Price Deposition Exhibit 1-16* 1415 Price Deposition Exhibit 1-17* 1414 Price Deposition Exhibit 1-18 327 Price Deposition Exhibit 1-19* 1413 Price Deposition Exhibit 1-2o )) 1412 Price Deposition Exhibit 1-21* 1411 Price Deposition Exhibit 1-22* 1410 Price Deposition Exhibit 1-23* 1409 Price Deposition Exhibit 1-24* _............ 1406 Price Deposition Exhibit 1-25* .... 1404 Price Deposition Exhibit 1-2 1403 Price Deposition Exhibit 1-27̃77 1402 Price Deposition Exhibit 1-28* — 1401 Price Deposition Exhibit 1-297 1400 Price Deposition Exhibit 1-30* 2.0.2.2... 1399 Price Deposition Exhibit 1-31* . 1398 Price Deposition Exhibit 1-32* 0. 1397 Price Deposition Exhibit 1-33* 1396 Price Deposition Exhibit 1-344. — 1395 Price Deposition Exhibit 1-35“ — 1393 Price Deposition Exhibit 1-36 1394 Price Deposition Exhibit 1-37c0rmũ d 1392 Price Deposition Exhibit 1-3ũ 1391 Price Deposition Exhibit 1-39“ 1389 Price Deposition Exhibit 1-40* 1390 Price Deposition Exhibit 2ãũ : 1433 Price Deposition Exhibit 3* 1432 Price Deposition Exhibit 4* 8 1593 Price Deposition Exhibit opöĩ·⸗u 1650 Price Deposition Exhibit din 1514 Price Deposition Exhibit 7 — 1573 Price Deposition Exhibit 8 sees 329 Price Deposition Hubibit 8° .........2:...02.0.5 0. 1356 Price Deposition Exhibit 10 00 1358 Price Deposition Exhibit 11* — 1857 Deposition of Dean W. Loney taken August 18, 1972 331 Loney Deposition Exhibit 111i 1514 Loney Deposition Exhibit $* ........................................ 1573 Pretrial Order and attached Exhibits A through H, filed eaneery 6.1016 ee ee 364 * Deposition Exhibits which correspond to Government Exhibits are reproduced in the category of Government Exhibits. iv INDEX Transcript of proceedings held before the Hon. William N. Goodwin, United States District Judge for the Western District of Washington, on January 8, 1973: A Page 446 ppearances Transcript of the proceedings. Testimony of Robert E. Smith —direct—[50] —voir dire—[57] —further direct—([61] Transcript of proceedings held before the Hon. William N. Goodwin, United States District Judge for the Western District of Washington, on January 9, 1973: Appearan ces ...... ..... Testimony of Robert E. Smith (resumed) direct [117 13—L—„U———.———.———.—.——————— —cross—[158] 8 — redirect [1833 . . Testimony of Warren P. Cooley Adirect—[19313q2⁊—.:——————.—.——.——.—.——. eros [20911 ——.—————.———.——:—.———.ͥ—.ꝛ— Testimony of Michael Marston direct [218B 1 ———————.————.——.——.— —cross—([264] Transcript of proceedings held before the Hon. William N. Goodwin, United States District Judge for the Western District of Washington, on January 10, 1973: Appearances . ...... ...... Testimony of Charles F. Haywood direct [3299 —.yꝙ——.—— ᷑——.——.— eres 185781] ——————..———.————4̈(2—õͤ—õ direct — [4251 —᷑———.—————.—ꝗ:ůi—.— eross—I4d((lJ————.————.—..ç.——.————. Testimony of Maxwell Carlson direct 459 ————.——'————.—u—.——-g—ůũiZ—!ᷣõ—.——— Transeript of proceedings held before the Hon. William N. Goodwin, United States Distriet Judge for the Western District of Washington, on January 11, 1973: Appearances Testimony of Joseph C. MacMurray direet— [4883 —————u—.—————— . —CTOBB— [5551 ——.—.——L————..—u. redirect 4I57444ET——.——.————.——— 447 473 477 479 510 511 533 549 555 INDEX v Transcript of proceedings held before the Hon. William N. Goodwin, United States District Judge for the Western District of Washington, on January 11, 1973 :—Continued Testimony of Richard G. Bennett —direct—[622] 804 —cross—[633] 810 —redirect——[645] 818 Transcript of proceedings held before the Hon. William N. Goodwin, United States District Judge for the Western District of Washington, on January 12, 1978: > Appearances 820 Testimony of Betty Bruckner —direct—[654] 822 —cross—[656] 824 —redirect—[662] 828 Testimony of William F. Barrett —direct—[663] . 828 —cross—[672] 834 Testimony of Leroy Johnson —direct—[684] 841 —cross—[687] 843 Testimony of Maxwell Carlson (resumed ) —direct—[692] 846 —cross—[715] 860 —redirect—[749] 881 Transcript of proceedings held before the Hon. William N. Goodwin, United States District Judge for the Western District of Washington, on January 15, 1973: Appearances 883 Testimony of Raymond A. Hanson —direct—[756] 884 —cross—[761] 887 —redirect—[773] 893 Testimony of Neil Degerstrom —direct—[774] 894 —cross—[779] 897 Testimony of E.D. McCarthy —direct—[780] 897 —cross—[785] " 1 900 redirect 788] 902 Testimony of Arden Jacklin —direct—[789] 903 —cross—[793] 905 redirect [797] . 908 Testimony of R. Neil Williams direct 798. 908 —cross—[802] 911 vi INDEX Page Transcript of proceedings held before the Hon. William N. Goodwin, United States District Judge for the Western District of Washington, on January 15, 1973 :—Continued Testimony of Leonard Maxey —direct—[803] — —cross—([805] * 913 redirect [807] 914 Testimony of Merton L. Howard direct [80813 ———————u—————.—.—(. „ 915 —cross—(811] 917 Testimony of Philip H. Stanton —direct—([814] 918 —cross—([846] 937 —redirect—[861] 945 Testimony of T. Robert Faragher —direct—[867] 948 —cross—([911] 974 Transcript of proceedings held before the Hon. William N. Goodwin, United States District Judge for the Western District of Washington, on January 16, 1973: Appearances 1007 Testimony of H. Joe Selby a EE |_| | 1008 —CTOSB— [979] 111————————ꝗ2nl.—.—u—.—u.—u—. 013 —redirect—[1018] 1036 Testimony of Nevins D. Baxter —direct—[1031] 1043 —cross—[1066] a. 3 1063 Testimony of Robert K. Hurni direct [1132] : 1102 Transcript of procedings held before the Hon. William N. Goodwin, United States District Judge for the Western District of Washington, on January 17, 1973: Appearances ... 1115 Transcript of the proceedings 1116 Government Exhibits: 0000 —. —— 1148 GX A-2 1149 GX A-3 . 1150 GX A-4 1152 GX A-5 .. 1153 GX A-6 1154 GX A-7 1155 81 A-2222 ——.—.———..—]——.————— 1156 GX A-9 GX A-10 GX A-11 GX A-12 GX A-13 GX A-14 GX A-15 GX A-16 GX A-17 GX A-18 GX A-19 GX A-20 GX A-21 GX A-22 GX A-23 GX A-24 GX A-25 GX A-26 GX A-27 GX A-28 GX A-29 GX A-30 GX A-31 GX A-32 GX A-33 GX A-34 GX A-35 GX A-36 GX A-37 GX A-38 GX A-39 GX A-40 GX A-41 GX A-42 GX A-43 GX A-44 GX A-45 GX A-46 GX A-47 GX A-48 GX A-49 GX A-50 GX A-51 GX A-52 GX A-53 GX A-54 GX A-55 GX A-56 GX A-57 GX H-138 GX H-14 GX H-15 GX I-l-a GX I-1 GX I-l A ee oe -2- 4g toma, ites ee ae ne Toul Considentin in $250,000 X That said national bank be authorized to issue AZ shares of capital stock, 2. oel said shares to be issued in connection with the organization of said national bank for a total consideration of $SZSOI20_ ; and the ¢ remainder of said — to be held by said national bank as unissued shares. : . : ‘ 4. That the total rn te ceĩved by said national bank for the shares issued ty ie be allocated as 3 : : mee 8 i i e ay ae 132 „ rde, cel . pas 3 ute Pros eee a * * . - — — F . ——— — — eee iw „. That ee - 2 e e ae 5 AB - County of Stace of . , act as sole and exclusive agent to represent and appear for the undersigned before the Comptroller of the C v. and to te · ceive all correspondence and documents, in respect of this application, in accordance with che annexed appointment of agent. 5 REPRESENTATIONS THE UNDERSIGNED, for the purpose of inducing the Comp of the G y to permit the organization of the said national bank, upon the terms and conditions set forth in the aforesaid ap- 2 - plication or upon such other or additional terms and conditions as may be quired by the Comptroll of the Currency, and with the intention that the Comptroller of the Currency shall rely upon the fol- lowing, do, for the benefit of the Comptroller of the Currency, hereby jointly and severally * Se en : FIRST, that the undersigned, as N ot shareholders of the said national bank ot other- wise, will not vote for of in any other mannet approve of ot consent to any sale by the said national bank of any stock in the said national bank for any price other than $42 pet share, unless the Comptroller of the Currency shall have approved the same in writing. SECOND, that the undetsigned, as di or shareholders of the said national bank ot otherwise, will not vote for or in any other mannet approve of or to any sale by the said *national bank of any stock in the said national bank to or through any underwriter, broker, ot dealer, ees ptrollet of the Ci WW THIRD, — che vodersigned have not directly ot e paid to ot received from any e. son, p „ OF i apd money ot other thing of value as a fee, commission, ot other compensation lot any service dered ot to be rendered ot fot any property transferred ot to de transfi ion with the organization of the said national bank, except as follows: 105 * * tte or art MAMCISI OF ravctts REASON FOR PAYMENT pay oy * — ..... “+ | Bree 3 FOURTH, that che undersigned are not directly ot indirectly party to any written or oral agtee- ment or understanding to directly or indiectly pay to ot receive from any person, pattnership, as- iation, oc corporation, any money ot other thing of value as a fee, commission, ot other compen- + sation for any service tende ted ot to be rend d ot for any property transfered ot to be transfered, nis connection with the organization of the said national bank, except as follows: 1 . ” PATE ANO INT TO MAMEIS) OF PAYORIS) NAMESISIOF PaYEEis) TERMS OF AGREEMENT W run a D .... 55 iL . le, l 8 eee. S. 2 4 — g FIFTH, that the undersigned, as di or shareholders of the said national bank or other- wise, will not personally pay and will not vote for ot in any other manner approve of, consent to, ot participate in pay of any charge ot expense incurred by the undersigned ot the said national bank in ion with the organization of the said national bank, unless the Comptroller of the Currency shall have approved the same in writing and, in such event, the charge or expense will be paid only by the said national bank out of funds of the said national bank. vay 3 5 — SIXTH, that che undersigned are not acting in the premises as representative of or on behalf of ot on behalf of any person, partnership, iation, or corporation undisclosed to the Comptroller of the Currency, 8 ; SEVENTH, that the undetsigned ace not directly ot indirectly party to any written of oral agtee-— ment ot understanding providing for che undersigned ot any other person, partnership, association, or . poration to directly ot indirectly purchase any stock of the said national back or providing for the _ Sale, pledge, transfer, ot other disposition of any stock in the said national bank to be legally ot equitably owned by the undersigned to or for the benefit of aay person, p hip, iation, of Corporation, except as follows: ; — 1496 — —— age ° HAVENS OF UR OERREHCO Want W Sf OTHER PART Tete dat ano PARRY TO THE AGH EMENT TO Tat *Grr ures TCAs OF AOHLA MENT 2 - 2 — — — — . WF HOME, bo STATOR he v— EIGHTH, that the undersigned are e directly of indirectly pony t say written of oral agree- ment of understanding, undisclosed te the Comptrotier of the Currency, providing tor the sale of the assets of the said nations! bank w. of merging lidating the said national back vith, any other financial institudon. . ; te . NW. shoe ene undersigned acknowledge thot any misrepeesentarion or omis sion of » material fact with respect tothe foregoing representations or with respect to any other documents u papers Need Sy the wndersigned.co the Comptroller of the Cunency in connection with the organi ation „e said national bank shall, unless expressly waived by the Comprrofics of the Currency, era- Adee fraud in the inducement and be grounls for ccd of a national hank charter in this or any * ey other waiter, geounds to require the resignation of the undersigned as sirectors of the said nacional back, and may subject the undersigned to other legal sanctions, including those provided for in S- tion 100i of Title 18 of the United States Code, > IN WITNESS THEREOF, the undersigned have herevato set our hands ea the date set forth above. Typed Nene N “Typed Name Typed Address 8 Typed Address. 8 — See ‘Signa Typed Name Typed Name . g Typed Addre : Typed Address _— Typed Nome : Typet Name Typet Ackles — less 3 a 1. 3. 4, 5. 6. or . NA A MATICAL BN „ „ „ eee eee County, Weshingten, Althoush it ie cestesplated thet the orca in which the — bah ts to be leccted will be cancxed te the City of Kennovick, population cata cn the three citics and the tve counties ie chown below: ~1250. 1250. Present Estimate City of Kennevick Couaty) 10,100 14,200 15,500 City of Richlend ( * 21, e 23,500 „800 City of Pssco (Franklin County) 10,200 14,500 16,309 County of Seaton $1,300 62,000 67,300 County of Frerxlin 13,500 23,300 25,300 ( Estinsted population of the service area from which the proposed bank is expested te generate 75% or ore of its leans and deposite: 1950 - 60,000 1960 - 75,000 Preseat - 63, 000 (b) Tate crea extends cpproxinctely 35 miles north, 25 afles south, 20 miles anct c 20 miles amet. Competitive benke and breaches located with the service area: See Schedule 1 — ; ; attached, Dupiieste Wes of the Tri Citics area, showing lecation of preposed bank and s on lescticas of ct bene cad bronehes: Sea attached maps. ko cerial photosapoha ere cvailadle, tieate read e235 outlining expected corviee eres: See atteshod maps, Sevices end losa essoeistioans, Duilding end loan associations and mutual scvings bonks lescted within the preposed service area: See Schedule II otteshed. Creait unions, finsnse cocpcuies, insurance companies grontiag loans end other stet cas great tag lesns vithiea the prepesod service ares: Precent 2 yesre axe Credit Uatons N . 5 - 5 Firscase Comsnaics 6 6 Insuzcese Comscaies : 1 a7 Other Institutions 6 * 6 Degree of fateasity of competition in the service area: CSaviess & Loan Assosictione ist mutual Ssviccs Banks * . Crogit Vsions, ete, st 85 do survey uss cg preltetnary to the (Lling of thic cool tent ton. 1498 9. (A). Hones cro 95% oumer-occupicd, Housing cevelopaeat haz been rolativoly steady over the post 15 yoars in all of tho three citics of Kennewick, Paseo cad Richland, here sre of above avercjze quality, avercso price level 819, ch. co, eversse age 15 years. Nucdber of unsold nsw hosos in the Tri City crea - esproximately 60. Tron all irdicstions, tho — coastructica of new hezes will continue inte the forescesdlo future, (3) The principal industry is the Hanford Atomic Worko in Richland, Weshingtoa,: _. @perated under contract by the — o antec: Lstelle ertiwest Laboratories 1 f 7 u. 8. Testing ; sr ing : * 1.7.7. Federal Support Services 83 . 22 > 7 Total coployment epprexinately 8200 . Eat usted cnnual pcyroll $75,000,000, > The construction industry in the three cities exploys an average 9 2000 verherc, S0Z of. When are spcetalists in their trado. Botimated 2“ eanual pgyrzoll $35,600,000. The chegtegl ecolet cast of Keuncwick, consisting of Phillips cheatcal — 9 Carvrea Ccueal Coomsay, Rerley Chemical coœany, Conoral on Cas- lee Corporat ton, lc 200 workers. Estimated nua! — $1,209,090. The Boise Cosceze pulp cnd paper mill, 10 miles southecot of Pasco, c=ploys 375 workers and is pleaning further 2 Preceat estizated “ gxnual psyroil $2,200,000, The Northora Pscific Railway, vith statioa office in Pasco end an ultra- ern switchyard, e=ploys 539 workers, Estimated anaual payroll $3,700,000. Yho “Big Pccee” worehousing erea has occupents coploying 860 workors. Ectizated cancel payroll $6,000,000. The Country Cardenas food processing plant sdjsceat to Passo oleys 350 regular workers cad edditional scasonsl workers, Estimated canual pay- roll $1,452,000. 5 xe Stat tet tes fron the Weshington Sate Exploysent office in Pasco show $5.3% of che lebor force exployed during 1955, vhich ccapares fovorably with the etcte cvorege. The labor force provices adequately the ceed fer skilicd vorkers. . (c) There cre co eajor chopping centers in the Tri Cities at the present tis. @) A reeent curvey indicctes thst the populat ton growth in tho Tt Cities cad surseending trot{ag eres vill continue, vith cn estiested 4% caaval iseresse projected for the dent ten years. Cround hos boon broken cad co — center is to da conatrueted, where ca ultvoetodora esta>lichssnt vill be built, costing cn estimated $5,099,090, coverics 20 care — contest. ting epprencicctely 50 retail besiness outlets, with the Boa larche depurtesat store cad J. c. enney po forming the nucleus. This fo where the proposed bank will bo cated, 1499 oao-half alle fren the shopping center loceti Now uncer construction in the chentca timated annual payroll $700,000, A recent enrouncesent stated thet a $1 efllion cold- storase be constructed cdjacent to the chenical complex. Projected is 459 workers, with ot taated casual peyroll of $2,000,090, The treffie pattern to thio new ehepping center Zives good sccess fron ell three of the Tri Cities, connceting by a good highway vith U. 3. 410, , on. There are no geographical barriers, 1 complex is a mtels processing pleat for Scnévik Metalo, Inc., which vill ecploy 100 workera, Ez- plont 10 to c loycant Apprexicatoly ose-hslf mile fron this shopping center, thore 10 now wader construction a large Valu-éart departgent store, which will bsve @ fozee of 159 exployees regularly, vith addicioaal e=ployrsat during pouk mcrketing ccccons. 10. Fot applicable, . . 11. Read Office 12, » Kead Office 15. Pinercial position of arca to be served by Proposed dank: City of Xeanewick City of City of Kennacwick 0 Dees Richlane Teseo Schooh Dint. School Dist, Accessed Velustion 16,218 22,770 17,653 28,951 24,555 Des ca Nor dean 384 238 Seo $72 oo Berton County Franklin County (G90 omitted) Asscsecd Valuation 73,887 44,560 Sexes on 1967 Rolls 9.831 2.884 Unpsid tœges - 1966 269 2t4 Porsontage of 1966 c texes collected 96 $3 7 . Major types of locatag decands Proposed bank expscts to serve; Retcil dus toes : Indivicucl (Personal, hege, Consumer Credit) Acrteultural LBosler Discounts Real Estate Mortgage Loans 5. esd Office 6. reed Office 7. ec ottteo 8. Rosd Office Riehlond Pasco S$eheol 29,501 1. 005 1500 TA CENTER RATIONAL BANK Benton County, Washington (Kennewick, Washington) This report contains information as requested in the: Summary. of Information to be Submitted to the Regional Comptroller of the Currency Within 30 Days After the Filing of an Application to Organize a National Bank Revised April 1965 u The proposed bank would be located in an unincorporated area in Benton County, Washington, approximately four miles from the cities of Kennewick and Richland, and about 6 miles from Pasco in Franklin County, Washington. It is contemplated that the area in which the proposed bank would be loc- ated will be annexed to the city of Kennewick. Population data on the three cities and the two counties mentioned is shown below: ** Estimated * 1950 * 1960 4-1-66 City of Kennewick 10,106 14, 244 15,400 City of Richland 21.809 23,548 26, 500 City of Pasco 10, 228 14,522 16, 350 zo Benton County ö 51,370 62,070 67,300 Franklin County 13,563 23, 242 25, 300 Source: U. S. Bureau of the Census Source: Washington State Census Board 2. (a) The proposed bank would serve an area including the three above-named cities and portions of Benton, Franklin and Walla Walla Counties. Shown below is our estimate of the population of the area from which the bank would generate 75% or more of its loans and deposits: 1950 1960 Present 60,000 75,000 85, 000 (>) This area extends from the proposed bank location approximately 35 miles north; 20 miles cast; 20 miles south; atid 20 miles west. The area is marked on Map Number 1 which is included with this report. ode 1501 3. Information concerning competitive banks and branches located within the *. gervice area is detailed on Schedule I attached. 4. Duplicate maps appropriately marked are included with this report. Map Number 1 outlines the service area and relates it to the eastern port ion of the State of Washington. Map Number 2 shows the three principal in- corporated communities in the service area in greater detail and identifies all commercial banking facilities located therein. 5. Information concerning Savings and Loan, Building and Loan and Mutual Savings Banks located within the proposed service area is shown below: : . Distance by Date Road Mileage Association or Established & Direction Bank Name and (If Within Share From Proposed Address 3 Years) Accounts Loans Bank Washington Mutual Savings Rank Kennewick Branch 218 West Kennewick Avenue Kennewick, Washington Not Available 6 miles SE “Fidelity Savings & Loan Association (Spokane) Pasco Office 719 West Lewis f “Pasco, Washington Not Available 8 miles E First Federal Savings & Loan Association (Walla Walla) Kennewick Office West First Avenue . Kennewick, Washington 3- 1-67 Not Available 6 miles SE Walla Walla Federal Savings & Loan Association — Kennewick Office g 30 Vista Way Kennewick, Washington a Not Available 8 miles E Richland Office 1111 Jadein Avenue Richland, Washington : Not Available 6 miles ] Yakima Federal Savings & Loan Association Pasco Office 507 West Clark e Pasco, Washington Not Available “8 miles E Richland Office 1333 George Washington Way Richland, Washington . Not Available 6 miles KW -2- 1502 6. Information concerning the number of types of financial insitutions listed in the service area follows: Financial Institution Present Three Years Ago Credit Unions Finance Companies Insurance Companies Other Institutions arauw oOrauw 7. We estimate that about 25 per cent of the loan volume generated in the service area is developed by the savings and loan associations, the mutu- al savings banks and the credit unions. Of these, about 15 per cent of the total is generated by savings and loan associations, 5 per cent by the mutual savings banks, and 5 per cent by credit unions and other mis- cellaneous financial institutions. N Included with this report are copies of a survey prepared by the South- center Corporation (a division of Allied Stores, Inc.), developers of what is now called Columbia Center. This is the regional shopping center in which the proposed bank would be located. This survey was obtained by the bank's developers without cost. — a 9. (a) The proposed bank would serve an area which is popularly known as the "Tri-Cities," namely, Richland, Kennewick and Pasco, Washington. In addition, it would serve portions of surrounding Penton, Franklin and Walla Walla Counties. lomes in the area are 95 per cent owner occupied. Homes, generally, are above average in quality. The average price level is $19,000. The average age of homes is about 15 years. 1/ Occupancy is high, and it is estimated that there are about 60 unsold new homes in the Tri-City area. From all indications, the orderly construction of new homes will continue in the foreseeable future, and the demand for quality housing will remain high“ (d) rue principal industry in the Tri-Cities is the Hanford Atomic Works in Richland, Washington, which is operated by the eight firms named below, under contract to the United States Atomic Energy Commission: Battclle Northwest Laboratories - Computer Sciences Corporation Douglas-United Nuclear Corpora tion General Electric Company ~~ ; 1/ Source: Association of Tri-City Realtors. -3- (e) ‘ 1503 Isochem, Inc. U. S. Testing Company, Inc. Vitro Engineering Company I. T. T. Federal Support Services Exact employment figures are not available, but it is estimated that these firms employ together, approximately 8,200 persons, and that they have a combined annual payroll of $75,000,000. Each firm named took over à portion of the Hanford Works previously operated by General Electric Company. Each also committed to make additional expenditures for production or research facilities to bring about a diversification of the local economy through commercial applic- ation of the technology developed at the Hanford Works. A high per- centage of those employed in this work are college trained people, many with advanced degrees. The construction industry in the Tri-Cities employs an average of 5,000 workers, over and above the 8,200 employed by the firms listed above. The estimated annual payroll for this latter group is $35,000,000. . East of Kennewick is a chemical complex consisting of Phillips Chemi- cal Company, Chevron Chemical Company, Kerley Chemical Company, General Chemical Company and the Gas-Ice Corporation. * Together they employ about 200 workers with an estimated annual payroll of $1,200,000. The Boise Cascade Corporation's pulp and paper mill, 10 miles south- east of Pasco, employs 375 workers and-is planning further expansion. Present .estimated.payproll is $2,200,000 anuually. . The Northern Pacific Railway operates a station office and an ultra- modern switchyard in Pasco. It employs 530 workers, and has an estimated annual payroll of $3,700,000. 7 The “Big Pasco" warehousing area has a number of important tenants, which together employ 860 workers. Estimated annual payroll is $6,000,000. The Country Gardens food processing plant near Pasco employs 350 year-round workers and has additional scasonal employment. This plant has an estimated annual payroll of $1,400,000. Generally, the businesses in the Tri-Cities employ technically trained people. With few exceptions employment is non-seasonal in nature. Statistics from the Washington State Employment Office in Pasco show 96.3 per cent of the labor force employed during 1986 which. compares quite favorably with the state average. Although at the present there are no major shopping centers serving the entire Tri-City area, each of the three citics has a local retail community. Ground has been broken, however, for an extensive regional shopping center - called, Columbia Center, which is being developed by a division of Allied Stores, Inc. The Center will cost an estimated $5,000,000 and Cover 30 acres. It will contain approxi- mately 300,000 square feet of retail floor space and 50 retail busi- * 1504 nesses, and will provide parking for 3,000 to 5,000 cars. A Bon Marche department store (division of Allied Stores, Inc.) and a J. C. Penney store will form the nucleus of the Center. The development will be similar to the Tacoma Mall, which has been open about a year and one-half, and which is ahead of projections on sales. It is in this Center that the proposed bank is to be located. Further indication of the regional importance of the proposed Columbia Center Shopping Center is revealed by comparing it to the Northgate Nisa Center | in Seattle. SALES V ACTUAL ANNUAL SALES VOLUME TE SHOPPING CENTER Seattle, Washington Bon Marche Other Stores Total After First Full Year of Operation $ 5,063,000 $ N/A $ N/A (1950) 2nd 6,350,000 N/A N/A 3rd 6,463,000 N/A N/A 4th 6,580,000 10, 202,900 16,782,900 Sth 7,327,000 11,366,550 18,693,550 10th 9,220,000 _ 14,504,000 23,724,000 15th 15,896,000 21,700,000 37,596,000 | RBQUEGTED ASSUAL SALES VQUUME COLUMBIA CENTER SHOPPING CENTER . ’ | Kennewick, Washington Bon Marche Other Stores Total After First Full i Year of Operation s 4,600,000 $ 3,900,000 $ 8,500,000 (1970) 2nd 4,800,000 6,000,000 10, 800 ;000 3rd 5,100,000 7,400, 000 12, 500, 000 4th 5,400,000 8,500,000 13,900,000 5th 5,700,000 10,000,000 15,700,000 10th 8,000,000 13,000,000 21,000,000 . The Columbia Center development will bring about the closing of the Ben Marche store in Richland. That store has been in operation for more than twenty years, first as a C. C. Anderson Store, and subse- quently, as a Bon Marche store. The J. C. Penney Company will close its store in Kennewick and expects to close its store in Richland. Both of these have been in operation for many years. These closures will cause a major change in the shopping patterns of area residents and should provide many potential customers for the proposed bank. The Center will employ about 400 people. These employees and the stores in the Center will provide further customer opportunities. -5- 1505 No additional information is available at this time concerning tenants in the Center, but a leasing program is now under way. The site of Columbia Center was acquired in 1963 for the development that is now under way. The location was chosen because there is excellent access to it from each of the adjacent cities. (d) A recent survey indicates that the population growth in the Tri-Cities and surrounding trade area will continue with an estimated 4 per cent annual increase projected for each of the next ten years. The development of Columbia Center points out the confidence of major retail firms in the potential of the region. It will be located with- in easy driving distance from all three cities, connected by a good highway with U. S. Highway 410 one-half mile from the shopping center location. There are no geographical barriers limiting access to this area. In addition to this development, there is now under construction in the chemical complex a metal processing plent for Sandvik Metals, Inc. It will employ 100 workers with an annual payroll of $700,000. It has recently been announced that a $1,000,000 cold storage plant is to be constructed in this same area. Projected employment is 450 workers with an estimated payroll of $2,000,000. Approximately one-half mile from this shopping center, there is now under construction a large Valu-Mart Department Store (a division of Weisfield's, Inc., a major Seattle discount merchandiser), which will have a force of 150 employees - with additional employment being required during peak marketing seasons. , Not applicable. — rhe Tri-City area has long been a banking center for the south certral part of Washington State, although it has not always been an economically prosperous area. Early records are not complete, but it is known that the Exchange Bank of Kennewick was fairly well established in July 1906. By August of the same-year, the Bank of Pasco had opened its doors. In 1909, a year after a second state bank began operation in Pasco, the First Bank of Pasco became a national bank. These benks struggled along for a numbe: of years principally supported by the area's agricultural economy and its railroad activities. In 1925, all three closed when they were faced with a depressed local economy and a growing lack of confidence from the citizens. In 1914, the Security State Bank was organized in Richland. For the next fifteen years it managed to stay open, but it, too, went out of business in 1929. The only bank in the area to survive the economic problems of these times, and the subscquent depression of the 1930's, was the First -6- — 1506 National Bank of Kennewick which had been founded in 1921. On July 1, 1940, it became the Kennewick Branch of the National Bank of Commerce of Seattle and it so operates today. In 1937, the Pasco Branch of Seattle-First National Bank was opened. On May 1, 1944, the Seattle-First National Bank established its Richland Branch. Five years later, on June 20, 1949, the National Bank of Com- merce opened a branch to serve that same city. The Mid-Columbia Bank began operation in Pasco on January 18, 1954. It was acquired by Peoples National Bank of Washington on April 13, 1962 and operates as a branch of that bank today. Kennewick First National Bank was established July 2, 1956. Three years later, on June 1, 1959, it became the Kennewick Rranch of Seattle-First National Bank. Tri-Cities National Bank became the third banking opera- tion in Pasco on November 17, 1960. Later, this bank op d its Pasco office known as the West Side Branch. Shortly thereafter, on July 1, 1964, both offices became branches of the Old National Bank of Washington. The Bank of Richland opened for business in 1963. On August 19, 1966, it was acquired by the Old National Bank of Washington and now operates as that bank's Richland Branch. The newest bank operating in the Tri-Cities is the Kennewick National Bank. It began operation on March 10, 1965 in Kennewick and is the only unit bank located in the service area. 12. It is proposed that stock ownership of the subject bank be placed in — , strong hands and restricted to residents of Washington. Two-thirds of the stock would be owned in the southeastern Washington service area of the shopping center, at least one-third of the stock being owned within the bank's service area. The balance of the stock may be owned by other individuals around the state. There would be a total of about 40 stock- holders. No stockholder would be an officer or director or principal stockholder of any other banking organization. Organizers, directors and officers would be eligible for stock within the general limits outlined above. 13. The financial position of the service arca of the proposed bank is reflected in the following figures: CITIES Kennevick Richland Pasco Assessed Valuation $ 16, 218,000 $ 22,770,000 ~ $ 17,658,000 ~-Taxes on 1967 Rolls 337,000 364. 000 338,000 ‘SCHOOL DISTRICTS : Assessed Valuation $ 28,951,000 $ 24,555,000 $ 29,501,000 Taxes on 1967 Rolls 969, 000 572,000 1,005,000 COUNTIES TOTAL : nton - Franklin Assessed Valuation $ 73,887,000 $ 44,560,000 $ 258, 200, 000 Taxes on 1967 Rolls - 4,831,000 2,854,000 : 11,270,000 Unpaid Taxes - 1966 289,000 2864, 000 N/A Percentage of 1966 : . d raxes Collected 96% 93% N/A ae, ” 14. The proposed bank expects to generate the majority of its loans in the commercial and real estate fields. There should be opportunities to. make direct instalment credit loans, and some small dealer relation- ships may develop if such firms become tenants of the Center. An op- portunity might also develop to wake some agricultural loans. on the accompanying projections, these have been included in the commercial loan total. ö ( — 25. The estimated statement of condition at the end of the first, second and third years is show: on the following page. Included in the demand deposit totals are $100,000 of public funds in each of the three years. 16. Following the statement of condition is a projection of earnings and expenses for the first three years of operations, pages 10 and 11. -8- Cash & Due From Banks: Due from Domestic Banks $ 50 Transit & Clearings 62 Federal Reserve Requirement and Cash 107 Total Cash & Due From Banks $ 219 Investments 900 Loans: ; Commercial $ 150 Instalment 4 100 Real Estate 150 Total Loans $ 400 Other Assets: Fixed Assets $ 50 Federal Reserve Stock 11 other 3 * TOTAL RESOURCES $ 1 583 LIABILITIES & CAPITAL . oh — ‘Deposits: : Demand $ 780 Time : . 420 Total Deposits 2 $ 1 200 Other Liabilities a 3 Total Li abilities $ 1 203 Capital $ 250 Surplus 125 Undivided Profits | Total Capital Funds. $ 380 TOTAL LIABILITIES & CAPITAL $ Year (Thousands) $ 50 86 151 $ 287 1 110 $ 250 200 250 $ 700 $. 30 11 — $ 2 161 $ 1 080 720 $ 1 800 $ 1 803 $ 250 125 7) $ 358 8 1509 ESTIMATED STATEMENT Or, INCOME & EXPENSE First Second Third INCOME Year Year Year (Thousands) Interest Earned on Investments $ 20 600 $ 47 300 $ 56 700 Interest Earned on Loans: : : Commercial $ 5 600 $ 15 000 $- 24 400 Instalment = 4 500 13 500 22 500 Real Estate - _4 900 13 000 19 500 $ 15 000 $ 41 500 $ 66 400 Service Charges: ; Deposit Accounts $ 2 100 $ 4 900 $ 6 500 Instalment Loans 4 000 12 000 20 000 Real Estate Loans 800 2 000 3 000 $ 6 900 $ 18 900 $ 29 500 Other Income: Safe Deposit Boxes 800 900 1_000 Total Income S 43 300 108 600 $ 153 600 EXPENSE Salaries $ 49 200 $ 54 000 $ 58 800 Payroll Taxes . 2 300 800 3 100 Employee Benefits, Med. Life Insur- ance, Salary Continuation 1 500 1 500 1°550 Occupancy: ‘ Rent & Depreciation & Insurance 8 25 100 $ 25 100 $ 25 100 Janitor Supplies & Service 2 800 2 800 2 800 Light, Heat, Power & Water . 1 200 1 200 1 200 Maintenance & Repairs 1 000 1 000 1 000 Total Occupancy 0 4 N 8 30 100 $ 30 100 8 30 100 Equipment: Maintenance & Repairs - $ 780 $ 780 $ 780 Rent Equipment 1 620 1 620 1 620 : Cartage & Express 50 50 50 Total Equipment $ 2 450 $ 2 450 $ 2 450 Stationery, Supplies & Postage: ö 5 postage ; $ 900 $ 1 600 $ 2400 Check printing 1 800 1 800 2 500 Stationery & Supplies 6 « 2 250 3 000 Total Stationery, Supplies & Post. $ 9 $ 5 650 $ 7 900 -10- Other Expenses: Advertising Bookkeeping car fare & Automobile Directors Fees Donations . Dues & Subscriptions Entertainment Customers Employees Staff Examiners Fees F. b. I. C. Assessment Insurance Legal & Professional Telephone Sundry Total Other Expenses Interest Paid on Time Deposits Total Expenses . _ OPERATING PROFIT (LOSS) * ii wv @& BEE Es 1511 7. No negotiations have been started for a banking house. It is antici- pated that the bank would be located within a major Shopping Center Building containing several business offices. It would face on an air conditioned mall as well as on the central parking lot. It is estimated that about 5,000 sq. ft. of space would be required and that a lease for this space would be negotiated with a subsidiary of Allied Stores, Inc., developer of the Center. The Shopping Center is expected to be completed by July 1, 1969 and the bank would be opened dy that time. In the profit and loss projections, we have anticipated a lease payment of 85. 00 per sq. ft. per year on 5,000 sq. ft. of space resulting in an annual rental of $25,000. 18. Funds to be collected from stock subscriptions would be deposited in escrow with a metropolitan bank and fidelity insurance would be obtained as required. Bank or Branch (thousands) r West First Kennewick, Washington Established 3-10-65 Qld National Bank of Washington Tri-Cities Branch 5,156 ** N/A 1115 West Clark Pasco, Washington West Side Branch „ N/A Chase & Court Streets Pasco, Washington g Richland Branch 5,192 N/A 711 Jadwin Avenue Richland, Washington Peoples National Bark of Nashingcon ‘asco Br - ‘ 4,367 N/A 203 North Fourth “Pasco, Washington nk of e Kennewick Branch 12,171 N/A 23 West Kennewick Avenue 4 Kennewick, Washington Richlend Branch 1340 Jadwin Avenue 9,328 N/A Richland, Washington Seattle-First National, Bank Kennewick Branch 5,158 Vista Way _ Kennewick, Washington N/A Pasco Branch 15,793 400 West Lewis Pasco, Washington N/A Distonce by Estimated Road Mileage Share of and Direction Mortgage From Proposed Loan — —— SAE Business 6 miles SE Nominal 7 miles E In 7? miles E Nominal 6 miles NW N 8 miles E 4 6 miles SE 161 6 miles . — 4 afles SE 7 8 miles E 202 1513 I ~cont inued- Distance by Estimated Road Mileage Share of and Direction Mortgage Bank or Branch 12-31-66 From Proposed Loan Name and Address * Deposits Loans Bank Business . (thousands) Richland Branch $ 15,631 N/A S miles NW 24% 507 Knight Richland, Washington * All offices listed, except Kennewick National Bank, were established more than three years ago. ** Consolidated figures for “Tri-Cities Branch and West Side Branch of Old National Bank. : N/A Figures not available. 1. 4% passbook interest is paid on all Savings accounts and variable rates up to SZ on savings certificates is paid by all banks and branches. 2. Instalment loans made by all banks shown vary from 8% to 104% and rates on short term business loans vary from 7% to . 3. All banking offices observe the following hours: Monday through Thursday 10:00 a.m. to 3:00 p.m; Friday 10:00 a.m. to 6:00 p.m. 4. The rate of return on capital and the loan to deposit ratio were not generally available, and therefore, were excluded from this schedule. -14- — 1514 9 NATION” L BANK OF COMMERCE O} SEATTLE Gx Bes . COf y : ' Buck Dep, Ex. 1 Loney Dep. Ex. 1 : December 29, 1967 Mr. Dean W. Loney Loney, Westland & Raekes P. o. Box 6125 $9336 Dear Mr. Loney: : This letter {s written to clarify the relationship between the National Bank of Commerce and the organizers of the proposed Columbia Center National Pank. As you know, there is not now, and never has been, any written or orel agreement or understanding between and/or among the organizers and the National Bank of Cormerce of Seattle with respect to acquisition or the proposed bank. Upon advice of counsel we have been extrenely (perhaps exce: sively) cautious to avoid this. Therefore, we feel there is nothing requiring disclosure under tho provisions of Para- greph “Seventh” of the application. rency by copy of this letter. We have previously discussed N this orally with the Regional Ceœrptroller, hr. Kenneth *. . The etockholders will include several directors and one active senior officer and director of the National Bank of Commerce. The latter will retire from the National Bank of and from its board prior to opening of the new bank, then stand for election to its board. Another of the rectors of the new bank will also be a retired National Bank Coumerce senior officer. The majority stock will be in dendly to the National Bank of Commerce in order to wuch as possible its future as a branch of chat bank, avoid certain legal problems which could arise if it were to agree or contract with respect to its ecquisition. 71 | 1111 — 01 ee gory 1515 a NATIO\ L BANK OF COMMERCE OF 3EATTLE e * — * Mr. Dean W. Loney = 2 . +» December 21, 1967 The National Bank of Commerce has furnished ass st- ance in developing and presenting economic data in support of the application. It is assisting in negotiations with the landlord for quarters and is responsible for obtaining the exclusive offer of space for this new bank within the shopping center being developed by the landlord. National Bank of Co- encounter when the new bank opens in tho Columbia Center National Bank of Commerce will agoiet the new bank in its investment, credit, operating, audit and personnel problems, as well as becoming its principal correspondent. In short, National Bank of Commerce is willing to do anything it is legally able to do now and in the future to insure the success of the new bank. Sincerely yours, Robert F. Buck Senior Vice President Mr, Kenneth M. Leaf Regional Administrator of National Banks Thirteenth National Bank Region 813 SW Alder St., Room 601 Portland, Oregon 97205 Dear Mr. Leaf: We are pleased to enclose in triplicate, the follow- ing docunents: 8 : 1. Amended Application to Organize Proposed Columbia Center National Bank 2. Appointment of Arent. You will note that we have added the additional names of Wylie Niller Hemphill, Ralph John Stowell, Wilbur Harold McGuire and Charles J. Broughton as applicants for the formation of the proposed national bank. Under separate cover we are forwarding you the financial reports and biorsraphical information concerning, each of the new applicants. We further wish to call to your attention the attached copy of letter from Robert P. Buck, Senior Vice Presider.t of the National ank of Commerce, which we trust clarifies the relationship between National Bank of Commerce and the organizers of the proposed new national bank, We further wish to point out to you that inasmuch as the new members have been added to the application that the 40 percent sure set forth in my letter of December 7 is perhaps inaccurate at this time. The 40 percent figure mentioned in wat letter did not include the list of applicants attached to the letter 1517 Mr, Kenneth u. Leaf = page two who have now become organizers, We attach a copy of a letter, in triplicate, from Allied Stores Corporation Signed by Mr. M. E. Boys, in which they ask that we take all steps to attempt to obtain permission for the bank, In view of the urgeney of the plans of Allied Stores Corporation, we will make every attempt to furnish you additional information as you may require and we welcome the opportunity to meet with you in Portland at your convenience, if we can be of any assistance, We are also sending you under separate cover an Economic Analysis of the Tri-City Area prepared by Mr. Bertrand Field, Economist, If you need additional information, please let me know, Yours respectfully, LOREY, WESTLAND & RAEKES 1518 ~ GX K¥38 NATO .'. BANK OF COMMERCE OF 5 EATTLE. January 15, 1968 Mr. Kenneth W. Leaf Regional Administrator of nat tonal Banks Thirteenth National dank Region 813 8. u. Alder Street, Room 601 Portland, Oregon 97205 Dear Kon: - Subject: Colurbſa Center National Bank Tou will find enclosed amended forms for Mr. Hemphill has prepared and we have typed explanations of those differences you found on his forss, but he is out of town wntil Thuredoey of this week at which time we will get these in the mail. Mr. Loney 10 obtaining the additional informa- tion you required from Mr. Broughton. If there is anything further you need befora proceeding, please give me a ring. All good wishes. Cordially, Robert F. Buck Senior Vice President tus 5 January 17, 1968 Mr, Kenneth ud. Leaf 5 Regional Administrator of National Banks : 813 SW Alder St., Room 601 . Portland, Oregon 97205 Dear Mr. Leaf: Re: Columbia Center National’ Bank We are enclosing the Biorraphical Reports in triplicate for Mr. Charles J. Broughton. It will be noted that the Biorraphical Reports have been changed and initialed by Mr. Broughton to furnish the additional information. We are also enclosing an Affidevit signed by me relating, to the financial and biorraphical information perviously submitted. Very truly yours, LONEY, WESTLAND & RAEKES - | . Preire Mm. RACES 3OO WEST KENNEWICK AVENUE JONN 1. ROBSON, UR. KENNEWICK, WASHINGTON 99336 5 February 2, 1968 Mr. Ralph J, Stowell National Bank of Commerce of Seattle PO Box 3966 Seattle, Washington Dear Mr. Stowell: Enclosed please find a copy of a letter from ur. Leaf advising that it might take several months to process our application. Yours very truly, LONEY, WESTLAND & RAEKES —— 2 we ee Vdde 211 117 id Hi i i 11 f i 1529 GX K-46-b THE REGIONAL ADMINISTRATOR OF NATIONAL BANKS Re: Application to organize a new national bank in the Columbia Center, Kennewick, Washington dear Mr. Loney: Receipt is acknowledged of letter of January 26 informing us that the t for space in the center for the bank will ry Va . Regional Administrator of National Banks * me 1580 GX K-47 * . — INTER OFFICE CORRESPONDEN BRANCH _ CORR 001 SUBJECT pate February 28, 1968 ~ . THE NATIONAL BANK OF COMMER * 90 : 4 To Mr. rr entra Ir. Chairman of the Board g HEAD OFFICE RECEIVED * ol FEB 29 1968 Dear Andy: J Due to the lateness of the hour after attending the luncheon sponsored by the Bon Marche, this letter will reach you not much later than a telephone call. The luncheon was attended by a very small group, consisting of Mr. Boyce (7) of Allied Stores, a representative of the John Graham & co., architects, Maurice Smith, manager of the Bor Marche in Richland, Glenn Lee, publisher of the Tri City Herald, Tom Black, manager of Benton County P.U.D., Boyd Southwick, executive manager of the Chamber, Mar Winegar, Kennewick City manager, and Bert Field, economist for Douglas United. 3 Mr. Boyce stated that within three weeks invitations for bids will go out for construction of the portion to be occupied by the Bon Marche and that architectural drawings are progressing whereby other bids will be forthcoming and that they are still confident that the completion date will be in mid-1969. Various questions came up as to the tenants and the center should have 60 tenants to begin with, room for expansion in the disteat future, if necessary. Mr. Lee brought up the subject of the banking faci Mr. Boyce was emphatic in stating that he was quite distur charter had not as yet been granted and he could not undergtand the reason for the delay, as he understood that there were scyeral appli- cations. He did state that his people had a preferance,/and I have no doubt but that all present knew that he was referring to National Bank of Commerce. : After the luncheon, I visited with him briefly and stated that we also would like to know what is delaying the granting of a charter. He stated that he was in contact with you and Bob Buck quite regularly, but that if there was anything he or his officials could do, they would be most cooperative. ae 1581 . Page 2 The New onal Kank of Commerce of Seattle ur. Andrew Price, Jr. February 28, 1968 ~ * Bert Field stated that Mr. Boyce would like to have a copy of the survey he had prepared and I told him that I did not have one, t so possibly it would be well if you would make one available to Mr. Boyce if that is permissabic. The word “politics” was mentioned by Mr. Boyce, so apparently he thinks that if there are any strings to be pulled, we should not hesitate to do so. Sincerely, oy Vice President and Manager 1532 GX K-48 - LONEY, WESTLAND A RAEKES e 8, 1968 MAR 11 . Mr. Kenneth M. Leaf ‘Regional Administrator of National Banks 813 SW Alder Street, Room 601 8 port land, oregon 97205 5 Re: Columbia Center National Bank Dear Kr. Leaf: We enclose a copy of letter from Mr. Boys : dated arch 6, 1968, expressing their problems in connection with the desinn and constructicn _ 1 of the facility at the Columbia Shopping Center. 0 We certainly realize that you have rany things to ons zd r bet wc stand ready to assist yvev in any way possiole in furnishins aaditional inforration to you in order that we can help -~ solve hr. boys“ problems and, if possible, : proceed with the design and construction of . 1 the Columbia Center. : I certainly appreciate your courtesies and will look forvard to being able to furnish any additional information that you may require, a Yours respectfully, ‘ LONEY, WESTLAND & DWL/bde By: ‘encl: ec: M. E. Boys Andrew Price 1533 * - 5 RECEIVED a „ MAR 7 1968 March 6, 1968 Mr. Dean V. Loney ca : Columbia Ce:ter ational Bank oe Loncy, west land & Raekes p. O. Box 6125 Kennewick, Washiagton 99336 · Dear Mr. Loney: I am sure you are aware that we are poing out for bids today on The Bon Narche Columbia Center with the rest of the ceuter to be bid witiin the next three becks. We are present ly on schedule and I anticipate opening tuts center in July of 190). You have asked for an extension of time on the consideration of your having to wait for a cecision oa tue charter. I uacerstand you wish me to give you an additional sixty cays wich woulu be April 22, 1955. 1 am hereby graut ing this extcnsioa on the basis that if you are successful in being awardes tae charter for tnis location, you will plas on having your facility open for business not later than June 1, 179. At the present tim: we are of the opinion that cic dank building should _ de free stan ing. Main, chis is soaetuinn you may not necessarily anree vith. we are preseatly weil cicatz witu our leasing progred aw in two months I am sure ve vill provabdly have tne center 35, leasec. It will oe very sara for us to hold sufficient spece available oa tue mall for tae bancing facility based on this celayed schedule. So it would appear that a free standiac facility will se necessary. I am, therefore, nzraating tals exteasion to April 22, 195, and I am hopeful we will not nave to wait taat loug for a cecision because it docs cause us cousideradle hardships ia our planning. It is necessary trat ve have the bank opea previous to t.ic openiug of ‘tne center. At tac present time we waveu't even decided on the architect or done any piaaning for such a ouilding. Very truly yours, AMEO CORPORATIC.. H. E. Boys : Vice President MEB: sj cc khr. Rex Allison Mr. Andrew Price PPP A ³¹ A SALLIE DEL MI AA MEA VES 1534 GX K-49-a ION Ex. WESTLAND & RAEKES ATTORNEYS AT LAW DCAN Ww. LOONEY ant COOL 600 JOHN A.WESTLAND N O. don ,t VELEPHONE ter- unte . RACKES 300 center AVENUE JOHN *. RONSON, JR. KENNEWICK, WASHINGION 99336 March 14, 1968 Robert Buck Senior Vice President National Bank of Commerce PO Box 3966 Seattle, Washington 98124 Re: Columbia Center National Bank Dear Bob: Enclosed is copy of statement from Bertrand B. Field in the sum of $1000. How would you suggest that we handle this, Should we each advance a percentage of it? I would appreciate your advice in this regard. Yours very truly, n. WESTLAND & RAEKES “ By / > DWL/bdc Sa A 70 ie ‘ . a e. 1 Dron 4 4 7 pe LO IRS Se” 5 1 5 5 8 / 5 ° ‘Pe +7 (iad atu lee %%% Kr SS (bu f4E e c 5. Syriac’ M. . 55 1535 GX K-49-b * BERTRAND 8. FIELD ge 2316 ENTCAPRISE da. ° RICHLAND, WASH. 99352 Mr, Dean Ww. Loney : ws Loney, Westland & Rockcs 300 W. Kennewick Avenue Kennewick, Washingtan 99336 Economic research & consulting Services rendered to Orgonizers of Columbie Center Nations) Bank !! ⅛ð2 SOUT MACIIG SS MIO lB OCAN w. (oc JOHN A.WESTLANO PHILIP Mm. RACKES — JOuN T. ROOSON, JR, 1536 5 LONEY, WESTLAND & RAEKES 5 ATTORNEYS AT LAW ee . O. BOX eee 300 WEST KENNEWICK tot KENNEWICK, WASHINGTON 99336 March 14, 1968 Mr. Robert Buck National Bank of Commerce PO Box 3966 : Seattle, Washington Re: Columbia Center National Bank Dear Bob: This is to advise you that I received a call from Morris Smith, one of the incorporators of the bank, advising that he has been offered an opportunity to manage the Bon Marche in a large shopping center in Ogden, Utah, and he is therefore taking this opportunity and will be moving from the Tri-City area on Friday, March 15, 1968, The local bank examiner, Mr. Leonard Davis, has been advised of this fact and he is changing the file to show that Mr. Smith will, continue to be a proposed organizer but will no longer be a proposed director, . N I also reteived a call from Mr. Erickson advising that the 85) per square foot was a reasonable figure t se as rental in the Center, This information was conveyed to Mr. Leonard Davis. He was also advised that this figure would be in addition to the tenant improvements necessary kor the operation of the bank. If for any reason this is incorrect, would you please 5 let me know. Very truly yours, 2. WESTLAND & RAEK ES DL / bd e ARCA cot soe TEL CPHONE e 1537 , GX K-5l-a LONEY, WESTLAND £ RAEKES DEAN . LONEY . ATTORNEYS AT LAW Pre 7 8 . ©. Box o128 A CODE Soe — 300 WEST KENNEWICK AveNde TELEPHONE Kez. rte: KENNEWICK, WASHINGION un March 20, 1968 Mr. Kenneth M. Leaf Regional Administrator of National Banks 813 SW Alder St., Suite 601 Portland, Oregon 97205 ~~ Re: Columbia Center National Bank Dear Mr. Leaf: « Enclosed for your files is copy of commit. ment letter of hr. Robert Buck, Thank you, Yours vory truly, LONEY, WESTLAND A RAEKES DWL/bde by: Aste ow] . 5 encl: cc: Robert buck 1538 ~ GX K-Sl-b THE NATIONAL BANK OF COMMERCE OF SEATTLE You and I have discussed by telephone my conversations last week with Mr. Leaf with respect to management of your pro- light of Mr. Richard Anderson's decision to In brief, for the record, we have committed the National Bank of Commerce to supply for the proposed bank such management as will be satisfactory to the Comptrollers of the Currency. If this requires assigning Someone from our present staff we are prepared to do so. It is wy understanding that the Comptroller will not now, therefore, require the name of the proposed Chief tive in order to finish processing the application for the charter. t it will be helpful in the Comptroller's consideration / of the a you are authorised to furnish him with a copy of this letter in attestation of our agreement. : Sincerely, 0 . * af s The’ a National SECOND AVENUE AT SPRING STREET. Bank of ; . woes cote 206 Ain 2.0101 Commerc Head Office. „ of Seattle Mr. Dean W. Loney Loney, Westiand & Koontz 300 Kennewick Avenue Kennewick, Washington 99336 7 Dear Dean: Enclosed in extreme confidence is a photocopy of the resume on Richard E. Anderson, President of The First Bank ef Cordova. I first met and was impressed by Dick at the 1 the opportunity to observe him and came to the conclusion chat ‘ ‘he might be the kind of man for whom we are all looking. 1 you please look over his qualifications and ‘ments. Perhaps you would like to discuss them also with Wat, although all of this must be done 4 b As you can see from his picture, he is an engaging N personality. His wife also is quite personable. Dick's manner is easy and friendly. He is articulate, speaking clearly and plainly. In brief, I think he would make a good man for our branch system. His present bank had deposits of $4,237,000.00 as oft the end of the year. Dick Borer, the Chairman of the Board, has relinquished most of the day-to-day operations of the bank, eo Dick Anderson should be familiar with what would be required of hin. I admit his experience has been short, but I think with the assistance we could give him on investments, personnel, etc. he probably would get along well. . Dick plans to make e« trip to Chicago the first of July and could stop off for an interview going or coming. However, it might be ve could fly him down especially if it isn't possible to wait that long. — ° es rn — — Mr. Dean W. Loney - 2 June 1, 1967 Meanvhile, I learned from Andy this morning that the statistical information has not yet gone forward to you, but we are in the process of getting it together. A . I will try-to keep you better informed now that I am home agaif for a while. 1541 — GX -e Uke First Bank of Cordevy — Cordovn, Alaskhu 9957% WWE - Richard k. Anderson E 32 un- January 14, 1935 in Austin, Minnesota. ; . WRITAL STATUS - Wife Nancy and three daughters; Cynthia, Jean, & Stacey. EMCATION - University of Minnesota & Mankato State College. B. S. in Business. te School in Economics & Psychology. Pacific Coast Banking School! Completed first year 1966-1967. r SERVICE - u. S. Navy with Honorable Discharge. EXPERIENCE - Citizens State Bank of Gaylord, Minnesota 1961-1963. Duties - Teller and loan officer. ; First Nationa? Bank of Anchorage, Alaska (Oct. 1963-March 1966). . Duties - Loan Officer (Ass t Cashier & Ass‘t Vice-President). The First Bank of Cordova, Alaska. Duties - Overall Operation (Vice-President March 1966 - July 1966). President, caskter, & Director July 1966 to present. WAKING ORGANIZATIONS - Former instructor in Economics and Business Administration. Former director and instructor in the American Institute of of Banking. , Chairman of the Audit Committee of the Alaska Bankers „ Assoc. Member of the Legislative Committee of Alaska Bankers’ Assoc. COMDNITY ACTIVITIES - Member of City Planning Commission. . ö Director and Secretary-Treasurer of Chamber of Commerce. Director of Cortella Coal Corporation. Director of Cordova Christian Center. Treasurer of 8. P. O. E. #1483. Representative to Lions International. Member of L. O. O. M. #1266. Chairman of Heart Fund Drive. . University of Minnesota "M" Club: MBBIES ~ All sports activities. oe 2 Lowey . ©. BOX e128 — 6—ͤ— — — WASHINGTON #9106 April 26, 1968 The Bon Marche 2265 Washington Roulevard Ogden, Utah 84401 Attention: Morris J. Smith Dear Morris: Thank you for your letter of April 20, 1968, IT am asking for clarification of the per- mission for you to be a stockholder and will advise you as soon as I have been able to re- view this. I would hope that there would de. no objection, but will let you know, It's nice to hear from you and I wish you all the dest. Yours very truly, a LONEY, WESTLAND & RAEKES ö Du. / dae By: . ec: Robert F. Buck 7 1543 GX K-53-a “vm NATION/ L BANK OF COMMERCE OF KANNE C OP ö = Later: Dean: : ö I have just talked with Mr. Boys who is sending a wire tonight to Mr. deShazo saying he giving the Columbia Center National Bank an extension to May 24, 1968 for our exclusive. invitation to establish a bank. —— @ letter dated Septexber 22, 1967 from Mr. H. E. Boys, Vice President of Realbon to lr. Dean N. Loney, Agent for the Coluxbia This is the underlying letter dndicating that space which will be forwarded to you. — I. ° T. Robert F. : Beecutive Vice Prosideat TRP:we — Enclosure 1544 Gx K-53-b ALLIED STORES CORPORATION 401 FIFTH AVENUE NEW YORK r. o. Box 2232 Seattle, Washington 98111 Mutual 2-1604 September 22, 1967 Mr. Dean W. Loney, Agent — „ Columbia Center National Bank, . Loney, Westland & Raekes . P. O. Box 6125 Kennewick, Washington 99336 Dear Mr. Loney: 7 On several occasions you have made inquiries about space in our Columbia Center project at Kennewick for the proposed Columbia Center National Bank, with which you are affiliated. As you know, Realbon owns approximately 80 acres of which we propose to develop 50 acres immediately for a shoppitig center. This center is in the planning stages at this time and the eventual building program will include a J. C. Penney Company store, The Bon Marche and approximately 60 other retail establishnents. Consequently, there will be space for one Commercial type bank. - It is our hope that Columbia Centcr National Bank will be able to establish its office in this center. We have had inquiries from other banks, but due to the fact you have spoken to us first, it is our intention to make space “available to only one facility. On that -basis you will have the first opportunity. . . a . We presently are setting up our leasing program and very shortly we will be able to draw up firm leases for space in this center. At that time, we will most certainly contact you. I fully understand, however, the lcase cannot be drawn up unt I permission for the establishment of the bank has been received from the Comptroller of the Currency. On the basis of our previous meetings, I will hold space open for you until such time as your denk will be approved by the Comptroller of the Currency, which I am hopeful you will be able to secure. Very truly yours, . REALEO:: CO) TION 7 M. K. Boys Vice Presfdeat 1545 Gx K~-54-a _ 8 ——— „ NATION«L BANK OF COMMERCE OF 3EATTLE cop May 15, 1968 kr. Kenneth d. Leaf Regional Adninistrator of Rat ſonal Banks Thirteenth National Bank Regi on 813 8. W. Alder Street, Roca 601 Fort land, Orepon 97205 Dear Mr. Leaf: Subject: Coluebie Center nations! Bank Applicetion Sincerely yours, Andrew Price, Jr. ‘Chairman AP ive > Enclosure ce: lr. Dean u. Loney, Mr. U. o. Price, Seattle TLX T SATT. Fr WAS 8/1: HR. T. id. At F. DESIAZO Gx X- r — te oe K-Sé-b «he Nd © 6 Ae — 2 ° 8 RON An ανανν SEA „„ . 4 4 SF. W CHITOLLER OF car — v. 8. AREASURY ; iat vA = — 8 . r , mrs _* * . ® . * 1 8 ‘ . 8 I dur EXTFNETD ir FXCLUSIVE IVI T ATI TO HOLD SPACF. FOR CENTER | BL W T GD CATIONAL. AUK GROUP UNTIL FRIBAY SAY 24 TO PERMIT 1 FOR PECISLON SY YOUR OFFICE J UNDERSTAND THIS PECLSION WIL nx FORTICOAING VERY SHORTLY 88 H. T. Pove VICE PRESIDENT 2 . 57 REALRQX CORPORATION « PAT] 66 3 8 N . 2275 . vv m: TX „n ö N , 2 (146) 1 * . — e POU A νν SEAS * — ——— — 1547 GX K-55-a 25 = * NATION. u. BANK OF COMMERCE OF 3EATTLE COPY °* May 23, 1968 Mr. Thomas G. DeShazo Deputy Corptroller of tho Currency United Statce Treasury Washington, D. C. 20220 Dear Mr. DeShazo; Subject: Columbia Center Rat lonal Bank Application Kennevick, Washington You will find enclosed a copy of a letter addressed by the omers of the Columbia Center at Kennowick, Wachington to ltr. Dean u. Loney dotailing tha Progress being made in leasing space in tha Shopping Center and tho status of its construction to date. A map is also attached showing in rod tho Bpcce for which leases have been executed and in blue that space covered by letters of intent. For your information, Ernat - Malmo and Pay li Save Drugs, listed as “local conant a, are part of a nultfml1ton dollar regional chain, with outlets in Washington and Oregon, having financial stability equal to that of some of the national tenants, Te there is anything further we can supply to assist you in your analysis of this application, pleace let me know, Sincerely yours, Robort . Buck Senior Vice President RFBivs 1548 GX K-55-b —_—, ~~ | NATION. d. BANK OF COMMERC: OF 3EATTLE COPY May 23, 1968 Mr. Kenneth M. Leaf Regional Adminiutretor of National Banks Thirteenth National Bank Region 813 8. Uu. Alder street, Room 601 Portland, Oregon 97205 Dear Mr. Leaf; Subject: Columbia Center National Bank Application Kennewick, Washington Tho enclosed copy of a letter to Mr. DeShazo and the attachments thereto should be self-explandtory, but if you have any questions or want anything further on this please let ma know. Thanks for your consideration. Sincorely yours, Robert F. Buck Senior Vice President RFB:ws Enclosures ce: Mr. Dean V. Loney RECE D MAY 2 4 1968 COLUMBIA CENTER RO. Bou 2232, See Wash 901) @ MU 2-1804 May 23, 1968 Mr. Dean M. Loney Columbia Center National Bank Loney, Westland and Raekes . o. Box 6125 Kennewick, Washington 99336 Dear Mr. Loney: so that you are well aware of the urgency of establishing your banking facility in Columbia Center, I thought it necessary that I appraise you of the progress of the job as it exists at this time. We have received bids on all phases of the construction. I have divided it into The Bon Marche building and the The J. C. Penney Company has taken bids shopping center including the mall. for their structure so the total project is now bid and contracts will be awarded probably this week. All of the utilities and site work have been done so ve can go into construction of the structures imediately. I anticipate they will be well along toward completion by January 1969. . Our leasing program is well underway, and at the present time we have over 50% of the gross leasable area under lease exclusive of The Bon Marche and the J. c. Penney Company which as you know are building their own buildings. and certainly would be construed as leased Space. All of these tenants have been inquiring about banking facilities and as yet, I have been unable to give them a firm statement that you people will be the commercial banking facility in this center. As you know, I have been reserving the space for your facility in the center, and I will continue to reserve it for you due to the fact that we feel you have a proprietory right to the location on the site. Until such time as you tell me you cannot provide such à facility, I will retain this site for your octupancy. N I am enclosing a roster of the tenant's we now have under lease for your information, as they will be probable customers of whatever banking facility is established. I thought this would be of interest to you. I wish to reiterate my feelings that we hope you are successful in acquiring your charter for this location. have been turned down by the Cont Until such time as you inform me that you roller of the Currency, I will retain this location exclusively for you. Sincerely, REALBON CORPORATION K. E. Boys d Vice President 1550 COLUMBIA CENTER _ TENANT LIST AS OP MAY 21, 1968 The Bon Marche Lecal Tenant's Cont'd. : J. C. Penney Company . Wades Men's Wear National Chains: Hallmark 88 Florsheim Shoes ’ Lee Semon Men's Wear Red Cross Shoes Hole n One Donut Thom McAn Shoes . | Hammars Uniforms Leed's Women's Shoes Flower Basket Orange Julius | ; Squire Shop Lerner Commitment Letters out: Zale Jewelry Singer Sewing Machines Local Tenants: ; Merle Norman Cosmetics Ernst Hardware -Malmo 5 Woolworths Pay'n Save Drugs | Commercial Appliance Service Kaymax Travel Agency Hickory Farms Shield's Books and Stationery Dodson's Jewelry N Carl's Family Apparel Hazel's Candies Jess Barber Women's Apparel Patterson's Women's Apparel THE ADMINISTRATOR OF NATIONAL BANKS WASHINGTON May 28, 1968 Mr. Robert F. Buck Senior Mee President The National Bank of Commerce _ of Seattle Seattle, Washington Dear Mr. Buck: Thie will acknowledge your letter of May 23, 1968 and enclosures, in connection with the application filed by Mr. Dean W. Loney and asecciates for a new National Bank at ck, Washington =~ .. This material has been made a part of the record in connection with the subject proposal and will be carefully considered in our appraisal of the application. Sincerely yours, ‘Deputy Comptroller of the Currency United States Treasury DEAN w LOWEY JONN A. WESTLANO Pre mM. RACKES JOnn T. ROSSON, JR. 1552 GX K-S?-a LONEY, WESTLAND & RAEKES ATTORNEYS AT LAW enen. — ent SOO WEST KRENNEWICHR AVENVE _RENNEWICK, WASHINGTON 99336 June 7, 1968 Robert Buck Senior Vice President National Bank of Commerce of Seattle PO Box 3966 Seattle, Washington Re: Columbia Center National Bank Dear Bob: Enclosed is copy of telegram received from Catherine May. You will be interested to notice that you have apparently received a charter to open a branch bank! Yours very truly, „ WESTLAND & RAEKES ey LEORAM — 1553 GX K-$7-b «A ~ ee duo BTB1S4) cut PDB BT . . WASHINGTON de JUN, 5 NFT DEAN LONEY me TEN 300 WEST KENNEWICK AVE KENNEWICK WASH JUST INFORMED BANK OF COMMERCE KAS RECEIVED CHARTER FoR| BRANCH BANK COLUMBIA SHOPPING CENTER. CONGRAULATIONS. _ CATHERINE . a (CATHERINE MAY MEMBER CONGRESS) usr PDT ;* 4 * 1554 ree _ GX K-S8 2 SKAOS2 (u KTAOOA) COLLECT, ; 5 wu KTA WASHINGTONDC — 339P EST 78 DEAN WRIGHT LONEY ht “a _ 300,WEST KENNEWICK AVE TEL L 582-2191 KENNEVICK WASH . PRELIMINARY APPROVAL GRANTED APPLICATION ro ORGANIZE NATIONAL BANK AT KENNEWICK WASHINGTON UNDER = TITLE Nr CENTER NATIONAL BANK®, LETTER FOLLOWS . itt, “THOMAS 6 DESHAZO DEPUTY COMPTROLLER OF THE CURRENCY — THE ADMINISTRATOR OF NATIONAL BANKS : WASHINGTON , June 6, 1968 Dear Mr. Loney: - We are pleased to inform you that the Comptroller of the Currency has granted preliminary of the application submitted by you and approval your associates to organize a National Bank as follows: 1556 -2-. 8. In addition to regular coverage, the have in force N, ooo, ooo excess Fidelity Bond the date it opens for business. This should be reflected in the minutes the meeting at which regular coverage is purchased, Directors: At the organization meeting of the incorporators the following names should be submitted for election as interim directors: Frederic William Albaugh Pred Michael Cochrane Glenn Norval Felton Gerald Bugene Horrobin Officers: None. See Conditions above. Financial and Biographical Reports of any officers should be forwarded to Regional Administrator of National Banks Kenneth W. Leaf. Banking Quarters: It is understood that the bank will be located in Columbia Center. Please submit data with information as to the terms and cost of the lease of bank premises and the estimated cost of furniture, fixtures and equipment at this site to Regional Administrator Leaf. It is expected that costs relative thereto will be kept within reasonable at no cost to the bank, National Bank Directors" and “Instructions, Procedures, Additional copies of these publications may be obtained and $2.00 respectively. : Forms and instructions to be used in the organization procedure are enclosed. We invite your attention to page 1, paragraph 3 of the Instruc- tions wherein the first phase of the organization should be completed within fifteen days. assure you that we shall de pleased to have you communicate with time we can de of help to you and your associates in completing Very truly yours, Loon be Deputy Comptroller_of the Currency 1557 — * NATriONAL BANK OF COMMERCE OF SEATTLE COPY June 11, 1968 Mr. Dean W. Loney, Organizer Columbia Center National Bank P. 0. Box 6125 Kennewick, Washington 99336 Dear Dean: Tou were thoughtful to send me the copy of the letter of instructions from the Comptroller. This will make it easier to follow as wa go through this. In order to complete our file, will you please also sand a photostat of the June 3, 1968 telegram from the Comptroller's Office indicating approval of your applic- ation. 7 Everyone is pleased the Friday afternoon meeting could be postponed. It probably would be a good idea to begin thinking about a dete so we could give as much notice of the meeting ae possible, but, I suppose we don't really know how long it will take the Comptroller to approve the proposed articles and to advise us we are free to go ahead. What do you think? . Sincerely yours, = Robert F. Buck Senior Vice President * OCAN Ww. doc JOHN A.WESTLAND ente. RACKES a) — JOHN T, ROBSON, JF. 1558 Gx K-61 LONEY, WESTLAND & RAE KES ATTORNCYS AT LAW onze Gudt 200 . ©, BOX 6:25 TELCPHOME sere, 300 WEST KENNEWICK AVENUE k, WAS 5 99336 June 12, 1968. Robert F. Buck Senior Vice President National Benk of Commerce of Seattle PO Box 3966 . Seattle, Washington Re: Columbia Center National Bank Dear Bod: We enclose the following documents: 1. Original and four copies of Articles of Association; 2. Original and four copies of Organization Certificate. Please have Mr, Hemphill and Mr. Stowell sign both documents and all copies and return all but one copy of each to me in order that we may obtain the balance of the signatures. After they heve been returned, I will have Albaugh, Matheson, Felton and Broughton sign. I am also sending a letter to Mr. Douglas Graves as you suggeste and a copy will be forvard- ed to you. : As you know the meeting of the organizers must take plece shortly after the papers are filed. Fr. Cochrane is leaving the country for ebout a month starting June 28 and I am vonder ing if 1559 Robert P. Buck - page 2 June 12, 1968 you would ask your people if a date detween June 24 and June 28 would be acceptable for 5 a meet ing. I would suggest perhaps, Tuesday, Wecnesday or Thursday of that week. Please let me know. Yours very truly, LONEY, WESTLAND & RAEKES DL / dae By: encl: , 1560 orn a CROP ERT ICE Dear Dean: Enclosed are the original and four copies of the Articles of Association executed by Mr. Hemphill and Mr. Stowell. You will note that I have marked lightly in pencil the typing crrors on pages 1 and 2, which you are authorized to correct, substituting new corrected pagas. The four photostat copies of the certificate of organization have’ been executed, and a now form of notariza- tion eliminating the name of Mr. McGuire substituted, the original of which you can substitute for the original (witich 1 hope you have by now found) which showed Mr. KcGuire also to have signed, According to my records, Mr. Broughton agreed to purchase 125 chares of $100 par value stock at $160. per sharo - for @ total consideration of $22,500.00. Our copy of the biographical data submitted erroncously shows thie to have been 225 shares for a total cost of $22,500.00. Mr. Carrington has not been required to execute the Articles, but our records show the amended application which added him to the list of organizors, listed hin as subscribing individually for 12 shares for a total of $2,160.00. Mr. McGuire, also not signing because of his absence in Europe, subscribed for 84 shares at a total consideration of $15,120.00. Mr. Hemphill subscribed for 125 shares costing $22,500.00, and Mr. Stowell io subscribing for 40 shares at $7,200.00. Our copy of Mr. Stowell's biographical data showed him es subscribing for 68 sheres for a total of $6,800.00, but, obviously, this fe incorrect. lle has agreed to increase tho — 1561 NATION, L BANK OF COMMERCE OF EA E copneuge LOOPY June 13, 1968 * Mr. Dean . Loney - 2 6 . total price to $7,200.00 to round out the number of shares at 40 instead of at a fractional number as would be his subscription were limited to $6, in I am going to get this - with you by telephone with respect to the date of the firet meeting of the organizers. . Sincerely yours, Robert F. Buck Senior Vice President RFBiws Enclosures CAN N LONEY — JOHN A. WESTLAND PHILIP M. RACKES — JOUNM v. ROBSON, JR. b bd By: encl: 1562 _ GX K-63 LONEY, WESTLAND & RAEKES ATTORNEYS AT LAW — . BOK C125 TELE e 300 WEST KENNEWICK AVENUE KENNEWICK, WASHINGTON 99396 June 14, 1968 Mr. Charles Broughton 300 M. Main 1 Dayton, Washington : Re: Columbia Center National ban Dear Mr. Broughton: ol We enclose the original and four copies of Articles of Association which should be. signed by you. We are also enclosing the orig and four copies of the Organization Certificate, " Would yo please sign all copies of the: Articles of AssoGiation and return to us. Please sign - all copies of the Organization Certificate before a Notary Public and return to us. We would like these back as soon as possible in order that they may be forwarded to the Comptroller of Currency in Washington, D. C. I hope this finds you in good health. de are tentatively planning on a meeting of all of the Ancorporators in Pasco at 3:00 p.m. on June 25 or 26. I hope that you will be able to attend this meeting. We will let you know the date as soon as it has been made definite. Yours very truly, LONEY., WESTLAND & BAEKES —— m — ec: Robert F. Buck COPY 1563 Gy K-64 NATION L. BANK OF COMMERCE OF ;EATTLE Head Office Columbia Center National Bank June 18, 1968 i. Robert F. Buck Senior Vice President Head Office Following our conversation today I reviewed the Columbia Center National Bank approval with Mr. Carlson. He feels that at the appropriate time we should indicate that Mr. McGuire will be Tf Mr. Graves is not finally interested in being president of the Columbia Center National Bank, we should advertise and take other steps to be helpful to Mr. Loney to find an experienced presi- dent for the benk. Andrew Price, Jr. Chairman * s 1564 » 5) RONEY, WESTLAND, KOONTZ & RAEKES _ : ene e ö — 283 nenn 1 o re PU — — , eee eee ee — . ° * * . 2 N ; es * ‘ June 18, 1968 The Administrator of National Banks United States Treasury Washington, b. c. 20220 Attention: Mr, Thomas d. DeShazo Re: Columbia Center National Bank Dear Mr. de Sha tot Thank you for your letter of June 6 1968, re- ceived in our office on June 10, 1986. | In accordance with the instructions we are pleased to enclose duplicate originals of the Artioles of Association and duplicate originals of the Organization Certificate, “These documents are signed by all of the appli- p cants with the exception of Mr. Morris J. Smith and Mr. Wilbur Harold McGuire, Mr, Smith was the local manager of the Bon Marche and it was planned that he would manage the new Bon Marche in the Columbia Shopping Center. During the time our application was on file, Nr, Smith was offered the job managing the Bon Marche Shopping Center in Ogden, Utah, and he has since moved from the aroa and assumed these duties, Mr. McGuire is on an extended trip through Europe and will not return within the time period permitted, We therefore respectfully request that the Articles 1565 Mr. Thomas 0, DeShazo - page 2 June 18, 1968 of Association be accepted as signed and that the Comptroller grant us permission for a variation in leaving off these two individuals. This will not change the proposed Board of Directors in any way. The conditions numbered one through eight in your letter of June 6, are acceptable and will be followed, Mention was made of forwarding of the “Comptroller's Manual for National Banks", This has not yet been received, but we will send you the $25 as soon as it arrives, We shall appreciate your advice as to the acceptability of the Articles of Association and the Organization Certificate. If there is any further information which you need, we will be most pleased to send it right away. Yours very truly, LONEY, WESTLAND & RAEKES . * DL / dae 27 By: do: Mr. Kenneth Leaf Mr. Robert Buck encl: — . ———— ͤ —́ꝛT—— —¼ 1566 : GX K-66 LONEY, WESTLAND & RAEKES ATTORNEYS AT LAW SEAN Ww. LONcY ARCA CODE tay JOnM A. WESTLARO N ©. BOX Gizs VELC PHONE Setuy Perry mm. SACKCES 300 WHST KRENNEWICK AVENUE 5 . ROBSON, VA, KENNEWICK, WASHINGION 99396 N N RECEIVED July 3, 1968 JUL 8 Robert F. Buck Senior Vice President * National Bank of Commerce , PO Box 3966 Seattle, Washington Re: Proposed Columbia Center National Bank Dear Bob: Under separate cover we have forwarded the docu- ments for the signature of the gentlemen on the coast. As soon as these have been signed and notarized, please return them and I will send them on to Dayton for Mr. Broughton's signature, and then on to Washington, D. C. As I advised you on the phone, I am enclosing a list of proposed persons in the area to contact concerming purchase of steck. This list is the result of a conference wi Lyle Beavers and it is a long ways from being vomplete, but it does give us a place to start. Lyle suggests that we obtain a list of all of the proposed local tenants in the shopping center and give consideration to attempting to sell some stock to each one of these in the hopes of attracting their accounts. I called for Mr. Rightmire but he was out. I left word with his secretary for him to contact me and if he has any suggestions, I'll pass them on. N very truly, EY, WESTLAND 4 RAEK ES DL / dd ene l: ec: Lyle Beavers 1567 LIST OF POTENTIAL INVESTORS - Columbia Center National Bank Henry Smith Businessman and wheat rancher . Elmer Smith ö Wheat rancher ‘PatOxens =~ inessinaiand—wheat_rancher. Richard D. Emory Manager of Valumart Sid Lantor Owner and operator of Lantor's 7 Menswear Sid Carl . . Owner and operator of Carl's Clothing Stores George Grant Grant Construction Company Neil Lampson Lampson Equipment Rental Sales, Inc, Robert Fisher Fisher's Pharmacy Quillen family Horse Heaven wheat farmers fe Mr. Hanson High Valley Orchards —_*—JoIn_ceQregor = WR oresor- DandNand\ LiveStack- A. vert Field doeononist = Atlantic Richfield „ John Schultz and L. Mk. Richard President and Vice President - Atlantic Richfield — Robert Phillip and Owners and operators - Tri-City Herald Glenn Lee eee L. RSA TALIA N Maus WH O. CC ell O eld, (sare) 4 a ite el Gee CW iow Kaa Marcle Pas -H, 0 at 22 = coun gt nee LOPY 1568 NATION/ L BAnn OF COMMERCE OF. EATTLE July 5, 1968 * Mr. Dean M. Lonoy, Agent Columbia Center National Bank P. o. Box 6125 Kennewick, Washington 99336 Dear bean Bnclosad are the original and three copies of the Organization Certificate and original and ten copies of Articles of Avsociation which the three Seattle men have signed and which have been notarized. We hope this finally ie satisfactory. Mr. Frank A. Aberofeller, Assistant Vice President, will be working with me in connection with the formation of the new bank. Frank probably will telephone you to arrange a dato for your visit next weck at which he and Mr. Jim Dunham of our Oporating Department will go over with you the various problems of location, lease, architect and contractors as voll as anything else you may wish to develop. Sincerely youre, * ye a) R. F. Buck \ Senior Vice President nr Enclosures ?.S. Reminder to put the date of signeture on the 11. copies : of the Articles of Association. GX K-67 1569 Gx K-68 LONEY, WESTLAND & RAEKES . . . ATTORNEYS AT LAW - ak — n. N — — S acecs ‘ 200 WEST KECNNEWICK AVENUE — 2h) KENNEWICK, WASHINGTON 99336 July 11, 1968 Robert P. Buck Senior Vice President National Bank of Commerce of Seattle PO Box 3966 Seattle, Washington Re: Columbia Center National Bank Dear Bob: Enclosed is copy of letter received this date from Thomas G. DeShazo, and a fully executed copy of Articles of Association as well as a fully executed copy of Organization Certifi- cate, Yours very truly, EY, WESTLAND & RAEKES 1570 Gx K-69 July 12, 1968 Robert P. Buck Senior. Vice President National Bank of Commerce of Seattle PO Box 3966 : Seattle, Washington 98124 Re: Columbia Center National Bank Dear Bob: This letter ia written following the meeting with Frank Abersfeller and Jim Dunham in Seattle on Thursday, July 11. — In a discussion, certain matters were raised which we felt should be called to your attention, and the purpose of this letter is to set forth these questions so that you may be giving them consideration for purpose of discussing them at our next informal meeting. These quostions are as follows: 1. The shopping center owners have indicated that they will just lease the bare ground and it will be necessary that the bank obtain financing for the purpose of constructing the building. Your building officials..believe that the minimum sized space required would be approximately 5000 square feet, and a rough estimate of the cost of the building improvements and special equipment would be in the neighborhood of $150,000 to $200,000, 2. The proposed site is somewhat questionable and we are wondering if further steps should be -taken in order that a better location might be obtained. ; 3. We need a clear definition and understanding of the management responsibilitics as between the directors of the unit bank and the nanagenent of the National Bank of Commerce. For instance, many 1571 Robert . Buck’ page 2 = July 12, 1968 of the steps taken initally will have ea ‘bearing on the long range operation of the bank many years after it has changed from a unit bank to a branch bank, / ex would seem to make better economic sense that all plans point to the long range operation rather than the short term unit operation. 4, .Should the organization expense be taken from the paid-in surplus and profits or should it be added to the price of each share of stock? 5. Realbon Corporation has raised the question of the identity of the person signing the lease. Apparently the officers want the lease signed by NBC rather than the Columbia Center National Bank. 6. It 4s necessary that an architect be employed, 7. That it be possible to work very closely with your computer center and tie all of the unit operations into the National Bank of Commerce computerized processing center, 8, We need to prepare a detailed agenda of the organizational meeting and also the meeting of the directors following. 9. The duties of the directors and the help that we expect from them should be carefully detailed, 10, We should agree upon the format of a circular for the stock offering, the terms of the stock sub- scription agreenent and the identity of those stock- holders whom we believe will bring added businees to the dank. 55 ; 11. A delegation of the responsibilities for seeing that all the many details are performed in order that the bank will. have everything necessary when it opens, N 12. We should also agree upon a target date for the opening. I am sending a letter to the organizers of the bank in this area asking that they be giving consideration 1572 Robert F. Buck page 3 July 12, 1968 to a list of potential stockholders and we will try and have that list completed by the time the organizational meeting takes place, Before this meeting, however, it would certainly be helpful to me if we could spend some time das- cussing these various points. Please give me a call at your convenience, Yours very truly, LONEY, WESTLAND & RAEKES DWL/bde By: p encil: PS: Enclosed for your file is a copy of the instructions received from the Comptroller's office. ot N LONEY JOuM A.WESTLAND pune ». RACKES —— Jonn T. ROBSON, JR. . voice 8 H Buck Ml DON arn FOC The — N owner al, indicated =“ 78 jean „Ne Aor] ~ CS Back ey e BY Rk wT US. R. (CD sb GANS Se THe er which we felt should be called to your attention, 1573 GX K-70 Price Dep. Ex. 7 - Loney Dep. Ex. 2 LONEY, WESTLAND & RAEKES ATTORNEYS AT LAW ARCA CODE S08 . O. GOK 6125 TELEPHONE e. 3200 WEST AER HE WICK AVENVE KEMMEWICK, WASHINGTON 99336 July 12, 1968 Robert F. Buck Senior Vice President 2 National Bank of Commerce of Seattle PO Box 3966 Seattle, Washington 98124 - Re: Columbia Center Mational Bank Dear Bob: This letter is written following the meeting with Frank Abersfelle: and Jim Dunham in Seattle on Thursday, July 11. In a discussion, certain matters were raised and the purpose of this letter is to set forth these questions so that you may be giving them consideration for purpose of discussing them at our next informal meeting. These questions are as follows: 70 H tet, that they will just lease the bare ground and it will be necessary that the bank obtain financing for the purpose of constructing the buildings. Your building officials believe that the minimum sized space required would be approximately 5000 square . feet, and a rouch estimate of the cost of the building, improvements and special equipment would be in the neighborhood of $150,000 to $200,000. 2. The proposed site is somewhat questionable and we are wondering if further steps should be taken in order that a better location might be obtained. 3. We need a clear definition and understanding of the. manazement responsibilities as between the directors of the unit bank and the manarement of the National Bank of Commerce. For instance, many 1574 Robert F. Buck page 2 July 12, 1968 of the steps taken initally will have a bearing on the long range operation of the bank many years after 1t has changed from a unit bank to a branch bank. It would seem to make better economic sense that all plans point to the long range operation rather than the short term unit operation. ev / ve 4, Should the organization expense be taken 1 from the paid-in surplus and-Prefits-er should 4 1? 39 1t be added to the price of each share of stock? i! N ae . Real bon Corporation has raised the question ~ al [RP . ot the identity of the person signing the lease. opts ; will. e. Apparently the officers want the lease signed by 5 40 ee NBC rather than the Columbia Center National Bank. 6. It is necessary that an architect be employed, N 7. That it be possible to work very closely 2 with your computer center and tie all of the unit V. operations into the National Bank of Commerce 2— computerized processing center. organizational meeting and also the meeting of Whe directors following. ; 13 9. The duties of the directors and the help + ~/ that we expect from them should be carefully detailed. A 10. We should agree upon the format of a circular — .., hy, for the stock offering, the terms of the stock sub- ews 1. 41 * a scription agreement and the identity of those stock- aad C holders whom we believe will bring added business Pee ws to the bank. O crow vs. LF MONK 7 pol a mee | LAIN enke Det, wool = a 4 8, We need to prepare a detailed agenda of the yen it opens. * 12. We should also agree upon a target date for Vv rt the opening. — 600 1 am sending a letter to the organizers of the bank in this area asking that they be giving consideration 1575 Robert P. Buck page 3 July 12, 1968 to a list of potential stockholders and we will try and have that list completed by the time the organizational meeting takes place. Before this meeting, however, it would certainly de helpful to me if we could spend some time dis- cussing these various points. Please give me a call at your convenience. Yours very truly, LONEY, STLAND & RAEKES DWL/bdc N By: Gav: encl: PS: Enclosed for your file is a copy of the instructions received from the Comptroller's office. 1576 GX K-71 Buok Dep. Ex. 3 LONEY, WESTLAND & RAEKES ot aN w. LONEY ATTORNEYS AT LAW 8 n A. WESTLAND N O. BOX G26 TELEPHONE 8 PHILIP M. RACKES 300 WEST KENNEWICK AVENVE . JON . 0 IA. KENNEWICK, WASHINGTON 99336 July 12, 1968 —— Robert F. Buck o wh Senior Vice Fresident aes National Bank of Commerce of Seattle PO Box 3966 85 Seattle, Washington 98124 Re: Columbia Center National Bank Dear Bob: This letter is written following the meeting with Prank Abersfeller and Jim Dunham in Seattle on Thursday, July 11. In a discussion, certain matters were raised which we felt should be called to your attention, and the purpose of this letter is to set forth these questions so that you may be giving them consideration for purpose of discussing them at our next informal meeting. These questions are as follows: 1. The shopping center owners have indicated that they will just lease the bare ground and 11 “will be necessary that the bank obtain finanging for the purpose of constructing the building. Your ‘building officials:believe that the mini sized space required would be approximately 50 square feet, and a rough estimate of the cost the building improvements and special equipment would be in the neighborhood of $150,000 to $200,000 5 2. The proposed site is somewhat questionable and we are wondering if further steps should be taken in order that a better location might be . obtained 8. N 7. 3, We need a clear definition and understanding of the management responsibilities as between the directors of the unit bank and the nanagenent of the National Bank of Commerce. For instance, many — * - | 1577 Robert PF. Buck page 2 July 12, 1968 of the steps taken initally will have a bearing on the long range operation of the bank many years after it has changed from a unit bank to a branch bank. It would seem to make better economic sense that all plans point to the long range operation rather than the short term unit operation. 4, Should the organization expense be taken from the paid-in surplus and profits or should it be added to the price of each share of stock? 5. Realbon Corporation has raised the question of the identity of the person signing the lease. Apparently the officers want the lease signed by NBC rather than the Columbia Center National Bank. 6. It is necessary that an architect be employed, 7. That it be possible to work very closely with your computer center and tie all of the unit operations into the National Bank of Commerce computerized processing center. 2 8. We need to prepare a detailed agenda of the “organizational meeting and also the meeting of the directors following. 9. The duties of the directors and the help that we expect from them should be carefully detailed. 10, We should agree upon the format of a circular for the stock offering, the terms of the stock sub- scription agreement and the identity of those stock- holders whom we believe will bring added business to the bank. 4 11. A-Gelegation of the responsibilities for seeing that all the many details are performed ‘in order that the bank will have everything necessary when it opens, 12. We should also agree upon a target date for the opening. N I am sending a letter to the organizers of the bank in this area asking that they be giving consideration 1578 Robert F. Buck page 3 July 12, 1968 to a list of potential stockholders and we will try and have that list completed by the time the organizational meeting takes place. Before this meeting, however, it would certainly de helpful to me if we could spend some time die- cussing these various points. Please give me a call at your convenience, Yours very truly, LONEY, ND & RAEKES DWL/bdc By: PS: Enclosed for your file is a copy of the instructions received from the Comptroller's office. RLS: jg 7-10-G8 Rev. — * COLUMBIA CENTER LEASE WITH COLUMBIA CENTER NATIONAL BANK — ——— This lease, dated this day of 1968 between REALBON CORPORATION,~a Washington Corporation, as” “Landlord,” and COLUMBIA CEXTER NATIONAL BANK, as “Tenant,” is upon the following terms and conditions: Sec. 1. Promises Demised: Landlord leases to Tenant and Tenant leases from L ord certain premises hercinafter - referred to as “the premises,“ that is, the premises dos- cribed in Exhibit “A-1" hereto and outlined in red on the Plan of the Shopping Center attached as Exhibit A“ hereto, The term “Shopping Center," as used herein, shall moan the Shopping Center located on that certain real property in Benton County, Washington, the legal description of which is set forth in that certain instrument recorded in Volume 236, page 148, records of the Auditor of said county. Sec. 2. Term: The term of this lease shall comme nce on August I, Ted and end on July 31, 1989. Sec. 3. Construction of Improvements: Tenant shall construct a bank building On the premises at its own ex- pense in accordance with the plans and specifications prepared by John Graham & co., architects and engincers. The exterior of said building shall be compatible with the buildings in the Shopping Center and the design of the bank building shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld. Tenant shall, at its own expense, install on its premises the necessary sidewalks, planters and curbs, The Tenant shall also_install the necessary storm drains on its premises. Landlord will, at its expense, pave with asphalt the parking areas on the demised premises. ‘Sec. 4 Rent: Tenant agrees to pay to Landlord at such place as Landlord may from time to time designate rentals as follows: ; (a) No rental shall be payable until July 1, 1969 . or until the bank on the demised premises ope..s for business, whichever is earlier, Any rentcis payable until July 1, 1969 shall be payable ax the rate of $600 per month. — — (b) For the three years of the term hereof comnencing July 1, 1969, Seve. Thousand Two Hundred Dollars ($7,200) per year, 1580 For the next seven (7) yoars of the torm of this lease, Nine Thousand Nine Hundred Sixty-Five Dollars ($9,965.00) per yoar; For the next five (5) years of the term of this lease, Eleven Thousand Two Hundred * Porty+One Doliars ($21,241.00) per year; For the next six (6) years of the tern of this lease, Twelve Thousand Nine Hundred Twenty-Seven Dollars ($12,927.00) per year. The rental for each year shall be payable in twolve (12) monthly. installments. . anything herein contained, no rental shall be payable by Tenant until July 1, 1969 or when the Shopping Center opens for business, whichever is earlier. Sec..5. Use of Premises: Tenant may use and . occupy the premises only Yor the purpose of conducting the business of a commercial bank and for no other purpose without the written consent of Landlord, Sec. 6. Conduct of Business: Tenant shall not leave the premises unoccupied or vacant. Tenant shall keep its bank open during the usual and customary hours for banks to be epee in the Tri-Cities area. Sec. 7. Care of W Tenant shall keep the premises under its control, clean and free from rubbish and dirt at all times and shall store all trash and garbage within the premises and arrange for the picking up of such trash and garbage. Tenant shall: not burn any trash of any kind in or about the premises. 8. WMerchants' Association: Tenant agrees that 7 . eens and Tema In Guring the entire term ot this lease a member of the Merchants' Association which shall consist of Landlord and those doing business in the Shopping Center. The purpose of said association shall be the geherai furtherance of the business interests of the Shopping Center as a whole and include advertising, promotion and special events calculated to benefit the Tenants of the Shopping Center. The association shall make its own rules and regulations with respect to such matters. Tenant shall pay monthly its proportionate share of the expenses of said association and its activities, RLS: jg 7-10-GS Rev. 2585 terer Fixtures, Tenant shall not install exterior lighting fixtures, shades or awnings or do any oxterior decoration or Painting, or make any structural alterations without the provious writton consent of Landlord, and Advertising Media: Tenant y us or advertising media or window or door lettering or placards visible from out- side the premises without the t of Jandlord. Tenant agrees at its own expense to design sign panels and signs in accordance with the style for sign panels and signs adopted by Landlord for the Shopping Center and to install and thereafter maintain the signs so designed. Tenant agrees not to use any advertising media that shall be objectionable to landlord, such as loudspeakers, photographs or radio broadcasts in a manner to be heard outside the premises, without the written permission of Landlord, Upon request of Landlord, Tenant shall immediately remove any Sign, light, advertisement, marquee, awning or other display which Tenant has placed or permitted to be placed on or about the premises, without consent of Landlord, which in the opinion of Landlord is objec- tionable, offensive, or not in good taste, and, if Tenant shall fail to do so, Landlord may enter the premises and remove the same at the expense of Tenant. Sec. 11. Common Areas Defined: The term “common areas“ as use erein shail mean the parking areas, land- scaped areas, driveways, truckways, areaways, roads, walks, curbs, corridors, malls, public toilets, public stairs, ramps, elevators, escalators, shelters, bus ; stations, and public lounges as located and laid out | from time to time in the Shopping Center, and other parking areas designated from time to time by Landlord for use by Tenant's customers, together with the parking areas on the demised premises, . Sec. 12. Use of Common Areas: Landlord hereby grants to Tenant and to its employees, agents and cus- tomers and invitees the non-exclusive right for and during the term of this lease to use the parking area and other common areas as from time to time constituted, such use to be in common with all other occupants of the Shopping Center, whether as tenants or as owners and their employecs, agents, customers and invitees. The parking area and other common areas are as shown on tae plan of the Shopping Center attached as Exhibit "A" hereto. The unrestricted right is reserved to make changes *. — 2 . 1582 in the parking areas and in the common areas, pro- vided however, that the designated parking area shall not be decreased by more than ten per cent (10%) of the area so designated at the commencement of this lease without, substituting other parking areas equal to or greater in area and reasonably accessible to the Tenants of the Shopping Center. Any such substituted arcas may be elevated, surface, or subterranean. Land- lord shall have the right to make such changes in the Plan of the Shopping Center attached as Exhibit "A" hereto as Landlord deems necessary and consistent with the purposes and intent evidenced by said plan, and, in respecc thereto, shall have the right to erect such additional buildings or structures and such planter boxes, fountains, and other landscaping devises or features and shall have the right to erect such pro- motional and other displays within the common areas as Landlord may from time to time deem desirable. No barriers shall be erected to separate the parking areas on the premises from the parking areas in the balance of the Shopping Center. Sec. 13. Control of Common Areas: Parking areas and other common areas in the Shopping Center (other than the parking areas on the premises) shall at all times be subject to the exclusive control and manage- ment of Landlord. Landlord shall have the right, from time to time, to establish reasonable rules and regu- lations with respect to the parking areas; to construct surface or elevated parking areas and facilities; to establish, and from time to time to change, the level | of parking surfaces; and to close all or any portion of said areas or facilities to such an extent as may, in the opinion of the Landlord's counsel, be legally suffi- cient to prevent a dedication thereof or the accrual of any rights to any person or to the public domain. — Within five (5) days of written notice from Land- Lord Tenant shall furnish Landlerd the automobile license numbers assigned to its cars and the cars of all its officers and employees employed in the premises. Landlord shall have the right to designate the portions of the parking area where Tenant and its officers and employees may park their cars. Sec. 14. Comnon Area Charze: The “common area charge“ is ceiinea as Lanalora’s actual gross cuosis and expenses of every kind or nature incurred by Lasac- lord by reason of Landlord's ownership and/or operation * ~ ogo 1583 of the common areas. Such gross costs and expenses shall include, but shall not be limited to, the costs of operating, maintaining, lighting and policing and the costs of repairs and replacements to the conunon areas, the real estate taxes payable on the common areas, liability insurance covering the common areas, assessments levied on the common areas, and, a reason- able allowance for the depreciation of maintenance equipment used in public area maintenance, plus a charge of fiteen percent (15%) of such gross costs and expenses. Tenant shall pay its proportionate share of the common area charge on the following basis: Calculawe the number of units in the premises, with each square foot of mall level area equaling one unit, and each square foot of upper or lower level area as one-half unit. Calculate the number of units in the Shopping Center with each square foot of mall level of all occupied space (whether or not adjoining the Mall) equaling one unit and each square foot of upper or lower level areas of occupied space as one-half unit. The mezzanine shall be considered as upper level space. The total costs and expenses referred to in this Section shall be multiplied by a fraction, the numerator of which is the number of units in the premises and the denominator of which is the number of units in the Shopping Center. The resulting sum shall be Tenant's proportionate share of the common area charge. All charges payable by Tenant under this section as a common area charge shall be paid in advance at the Same time and place as herein provided for the paynrent of the fixed minimum rent. Such charges shall be equal to one-twelfth (1/12th) of the total of Landlord's reasonable estimate of such charges for the first year the Shopping Center is open and, after such first yc.-, shall be an amount equal to one-twelfth (1/12th) o. the total charges for the previous twelve-months period, adjusted to reflect Landlord's reasonable estimate of anticipated increases or decreases in such charges. Appropriate adjustment shall be made for any period less than a full year. . Sec. 15. Tenant's Insurance: Tenant, at ts sole expense, Sha procure and maintain in full force and effcct public liability insurance including con- tractual liability coverage with limits of not less than two hundred and fifty thousand dollars ($250, 000.00) per person, five hundred thousand dollars ($500, 000. oo) per occurrence, and fifty thousand dollars ($50,000.00) for property damage, insuring against any and all lia- bility of Tenant with respect to the premises or usec or occupancy thereof. 1584 All insurance policies shall be issued by companies satisfactory to Landlord, and any such insurance policy shal: expressly provide that the insurance company shall notify the Landlord in writing at least ten (10) days prior to any alter- ation or cancellation thereof. Each such policy, or a duplicate, or appropriate certificate evidence thereof, shall be delivered to Landlord, Sec. 16. Release and Subrogation: Each of the parties hereto hereby waives any and all rights of action for negligence against the other party hereto which may hereafter arise for damage to the premises, to property therein, or the right to use and occupancy, resulting from any fire or other casualty of the kind covered by standard fire in- Surance policies with extended coverage, regardless of whether or not or in what amounts such insurance is now or hereafter carried by the parties hereto, or either of then. Sec. 17. Utilities: Tenant agrees to pay or cause to be paid all charges against Landlord for gas, water, sewer, electricity, light, heat or power, telephone or other communication service used, rendered or supplied upon or in connection with the premises throughout the term of this lease and to indemnify the Landlord and save it harmless against any liability or damages on such account. Sec. 18. Assigoment and Subletting: Tenant _ shall not assign or in any manner transfer this lease or interests herein without the previous consent of Landlord and shall not sublet the premises or any part thereof or otherwise allow anyone to occupy the premises without like consent. Consent by Landlord to one assignment of this lease or to any subletting of the premises shall not operate as a consent to a subsequent assignment or subletting. Sec. 19. Eminent Domain: If the whole of the premises es hered y leased shall be taken dy any public authority.under the power of eminent domain, then the tern of this lease shall cease as of the day possession is taken dy such public authority and the rent shali be paid up to that date. If only a part of the pre- mises shall be taken uncer eminent domain and the re- ma inder of the premises not so taken can be made tenant- able for the purpose for which Tenant has been using the premises, then this lease shill continue in full 1 3 -6- / LT 1585 force and effect as to the remainder of said premises and all of the terms herein provided shall continue in effect, except that the rental shall be reduced in proportion to the amount of the premises taken. Sec. 20. Default of Tenant: If any rental or other sums payable by Tenant to Landlord shall remain unpaid for more than ten (10) days after same are due and payable, or if Tenant shall violate or default in the.performance of any of the other covenants, agree- ments, stipulations or conditions herein, and such violation or default shall continue for a period of ten (10) days after written notice by Landlord to Tenant of such violation or default, then without prejudice to any other remedies which Landlord might have, Landlord may, at its election, declare this lease forfeited and the said tern ended, and re-enter the premises, with or without process of law, and to renove all persons or chattels therefrom. Landlord shall not ‘be liable for damages by reason of such re-entry, but notwithstanding such re-entry by Landlord, the liability of Tenant for the rent or other charges provided for herein shall not be extinguished for the balance of the term of this lease, and Tenant agrees to make good to Landlord any deficiency arising from a re-entry and re-letting of the premises at lesser rentals and other charges than herein reserved and Tenant shall pay such deficiencies each month as the amount thereof is ascer- tained by Landlord. In case of such re-entry, Landlord may re-let the premises upon such terms as to it may seem fit and for a term which may expire either before or after the expiration date of this lease. It is further understood that Tenant will pay, in addition to the rentals and other sums agreed to be paid here- under, such additional sums as the court may adjudge reasonable as attorney's fees in any suit or action instituted by Landlord to enforce the provisions of this lease, or the collection of the rentals due Lanc- lord hereunder. : : 1586 Sec. 21. Tenant's Payables as Rent: All amounts payable by Tenant to Landlord hereunder, in- Cluding amounts paid by Landlord in behalf of Tenant and reimtursable to Landlord, and whether specifically called rcat or not, shall be deemed to be rent and in respect thereto Landlord shall have and enjoy all remedies provided under the laws of the State of Washington and under Section 20 hereof with respect to the collection of rent. All such amounts shall bear interest at the rate of eight per cent (8%) per annum from the date of any delinquency in payment thereof to the date paid. ’ Sec. 22. Waiver: One or more waivers of any provision of this lease by Landlord shall not be con- Btrued as a waiver of a subsequent breach of the same provision, and the consent or approval by Landlord to . or of any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render un- necessary Landlord's consent or approval to or of any subsequent similar act by Tenant. The subsequent acceptance of rent shall not be deemed a waiver of preceding breach, nor may any portion of this lease be waived either by Landlord or Tenant except by appro- priate written instrument. N — . Sec. 23. Expansion: After the initial building is built on the promises Tenant may thereafter expanc Said builcing so long as the ratio of six (6) parking areas for euch 1,000 square feet of gross building area is maintained. 8 Sec. 24. Utilities Lines: Landlord, at its own expense, shall bring all utility lines to the perimcter of the premises and Tenant shall, at its own expense, extend the lines on the premises to its building. Sec. 25. Pa nt of Taxes, Assessments and Carrying Cha: ses: Landiora Shali take such steps as are necessary tO have the premises scparately assessed -8- 1587 by all taxing authorities. Tenant Shall pay as additional rent before any fino, penalty, intérest or cost may be added thereto for the non-payment thereof all real estate taxes payable curing the term of this. Yeaso or any extension thereof and ‘othéF governmental rges, general and special; or ordinary and extra- 0 ary, unforeseen as well as foreseen, of any Kind “and nature whatsoever, including assessments for “pub- FGvements hereafter levied on the premises and becoming payable during the tern ‘of this Tease br any “extension thereof, If any such assessments are” pay-~ „Able in installments, then Tenant shall only be obligated to pay the installment becoming due during the term of this lease or any extension thereof, Real estate taxes for the year in which the term of this lease or any extension thereof ends shall be. prorated as between Landlord and Tenant. If at any time during the term of this lease under the laws of the State or any political subdivision thereof in which the premises are Situated, a tax or excise on rents or other tax however described is levied or assessed by said state or political subdivision against the Landlord or the annual rent payable here- under, Tenant covenants to Pay and discharge such tax or excise on rents or other tax but only to the extent of the amount thereof which is lawfally assessed or imposed upon Landlord and which was so assessed or imposed as a direct result of Landlord's ownership of the premises or of Landlord's interest in this lease or of the rentals accruing under’ this lease, it being the intention of the parties hereto that the rent to be paid hereunder shall be paid to Landlord absolutely net without deduction of any nature whatsoever, fore- seeable or unforeseeable, except as in this Lease otherwise expressly provided. The Payment to be made by Ten:.:t pursuant to this section shall be made before any fine, penalty, interest or cost may be added thereto — for the non-payment thereof. Such tax or excise on rents or other tax shall be deemed to be an item of additional rent hereunder, Sec. 26. Option to Extend. Tenant, if not in default in the periormance 517 any of its obligations hereunder, shall have the option to extend this lease for an additional period of ten (10) years upon the same terms and conditions as herein expressed except that the annual rental for such extended term shall . —8— 1588 be an amount ( not less than Twelve Thousand Nine Hundred Twenty-Seven Dollars ($12,927.00) per year) as is arrived at by negotiation between the part ies, or, in licu of agreement, by arbitration in a manner as hereinafter provided. Tenant, if not in default in the performance of any of its obligations hereunder, shall have the option to extend this lease for an additional ten (10) year period beyond the first ten (10) year option period, In the event the first option is exercised, upon the same terms and conditions as herein expressed except that the annual rental for such extended term shall be such sum ( but in no event less than the rental for the last year of the first ten (10) year option, period) as may de agreed upon by Landlord and Tenant, but in lieu of such agreement , such sum as may be arrived at by arbitration in the manner as hereinafter provided. If the parties are unable to agree on the rental for either of the ten (10) year option periods, then the rental shall be determined by arbitration unde: the rules and procedures of the American Arbitration Association then in effect. Sec. 27. Destruction and Restoration: Tenant further agrees that in case of Gamage to or destruction. of the building on the premises, it will promptly, without cost to the Landlord, repair, restore and ‘ rebuild the same as nearly as possible to the condition that the building was in prior to such damage or 3 destruction,. If within two (2) years of the expira- tion of the term of this lease or any renewal term, the building on the premises shall be destroyed or damazea ( such an extent that the restoration theres! will cost an amount in excess of the insurable value of the building just prior to the said destruction . and Tenant shall not be willing to expend any sums in ex- cess thereof for the purpose of restoring such destruc- tion or damage, then Tenant shall, with reasonable pronptness, notify Landlord of such fact in writing within sixty (60) days after such damage or destruction.. In the event that Tenant elects not to expend any such sums 2S afcresaid, then (a) tais lease shall cease and c to an end on a day to be specified in said notice, which date shall not be more than ten (10) days ‘after tuc date of delivery of such notice, and Tenant . —. -10- ; 1589 - Shall make payment of all rent and other charges payable by Tenant hereunder, justly apportioned to the date of such termination, and (b) Tenant shall pay to Landlord an amount of money equal to the insurable value of the building just prior to damage or destruc- tion, which money shall belong to Landlord. Except as otherwise specifically provided herein, damage to or destructio [Text truncated at 120,000 characters. The full text is on the page linked above.] --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/brief%3Amicro_IA40386414_0339%3A04. Public record. Not legal advice.