HomeMy WebLinkAboutPlanning Design ConstructionAGREEMENT
BETWEEN
KING COUNTY,
CITY OF AUBURN
AND
CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY
FOR
THE PLANNING, DESIGN AND CONSTRUCTION OF THE
AUBURN MULTIMODAL TRANSIT FACILITY
TABLE OF CONTENTS
RECITALS..............................................................................................54
1.
Collaborative Project Design and Development.....................................:....................3
2.
Project Budget& Financing.........................................................................................4
3.
Project Schedtt]e..............................................................:............................................4
4.
Project Management... ON V1191velb
. . . @bob 4
5.
Contract Administration....:..........................:...............................................................4
6.
Final Design and Approval.,. ........
5
7.
Property Acquisitions and Street Vacations.................................................................5
8.
Permits, Approvals and Community Relations............................................................5
9.
Ownership and Use of Facilities.................................................................:................6
10.
Maintenance of Facilities.............................................................................................7
11.
Cooperation Regarding Maximum Use of Grant Funds..............................................7
12.
Project Billings......................................................................................................1......7
13.
Hold Harmless and Risk Management.,,,"..",.,",,. .............
.......... 7
14.
Insurance ........:.............. ........................................:................:.....................................
8
15.
Records and Audit......................................................................:.................................
8
]6.
Duration and Termination............................................................................................8
17.
Dispute Resolution..........................:............................................................................8
] 8.
Miscellaneous Provisions ................................:........... .....................
.......... .................. 9
a. Publicity, . I . I . 1 111 1 1 1 . I # I I * . . I & M I e I "I* I 111*ve%o *** &be I* I % I 1 0 1,& & 4 0 *.1,
* * b b 0 6 6 a w q % " 0 0 0 0 1 1 1&, 1 1 1 1 1 1 . I be& 9
b. Legal Relations,,,,, I I w 1 0 1 b 0 V 0 0 0 N 4 w w & w V q ebb we, b , 0 . . . . . 0 . . . e 9 0 "b 6
P w . a N *go w e q e 0 *a 0"0 0 , ",'a 0 , b P bF006 9
c. Notices.................................................:.....:.........................:......................000:.69
d. Waiver..............................................................................................................10
e. Survival............................................................................................................10
f. Entire Agreement.:.............:................................bee .........:............
IV, .................10
g. Jurisdiction ... ................................... web .................... bap* ............................&.........10
b. Severability.......................................................................................................10
i. Counterparts...................................................:.................................................10
EXHIBIT A - PROJECT COMPONENTS.,.
EXHIBIT B - PROJECT BUDGET,
EXHIBIT C - PROJECT SCHEDULE.,:.".,
i
zoaic�.a
G. Sound Transit warrants that the project including the full complement of 540
parking stalls will be available within twenty-four months of the effective dale of this
Agreement.
g, City has contributed $3 million in funding to support construction of the facility
and $2.1 million in improvements to adjacent streets, avoiding the need for the project to absorb
costs associated with traffic mitigation.
l_ King County's Six Year Transit Development Plan and Sound Move call for
partnerships to accomplish. needed public transportation improvements.
], County has been awarded $600,000 in Central Puget Sound Transportation
Account (CPSTA) Transportation Improvement Board (TIB) grant funds (TIB Project
Agreement for Design Proposal, May 30, 1997) for purposes of developing an Auburn transit
hub, to which the County is willing to add $900,000 of its own capital funds for a total County
contribution of $1.5 million dollars.
K, County currently has a park and ride facility commonly known as the 15'h St. N.
Park and Ride in the City of Auburn serving its present bus system.
L. County, City and Sound Transit will benefit by developing a coordinated
multimodal transit facility in Auburn (the "Project") to serve as a commuter rail station and King
County transit hub.
M, City in cooperation with Sound Transit and County in anticipation of Sound
Transit passage and, authorization for a multimodal transit facility for bus and rail in Auburn,
completed the Auburn Commuter Rail Station Siting study in December 1994 (the "Site Plan")
which was prepared by Otak, Inc. ("WV). A downtown plan (the "Downtown Plan") study
was also undertaken by City to insure, in part, that the siting and design of the Project are
compatible with existing and proposed land use and circulation systems in the vicinity of the
Project and are consistent with regional and local planning documents prepared pursuant to the
Growth Management Act. This study was adopted by City's council on December 19, 1994.
City has also contracted to update and refine the site plan as a part of the Downtown Plan and
has requested Otak.to perform a funding allocation analysis for the Project. Both studies:
included, the use of a parking structure to minimize impacts on Auburn's downtown and to
further transit -oriented development in the vicinity of the facility.
N. The Parties intend that the Project will be planned, designed and constructed
using a combination of appropriated County, state and federal grant funds, City grant and local
funds, and Sound Transit funds.
O. City has adopted a resolution affirming the Site Plan and approved the'area
generally described as C Street SW and A Street SW between Main Street and 3rd Street as the
location of the Project (the "Project Site"). Pursuant to environmental review, Sound Transit has
selected the Project Site as the site of its Auburn transit facility. County has also approved the
Project Site for its Auburn transit hub. I
-
- 2 ia�wis
aos�ri.w
AGREEMENT
BETWEEN
KING COUNTY,
CITY OF AUBURN
AND
CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY
FOR
THE PLANNING, DESIGN AND CONSTRUCTION OF THE
AUBURN MULTIMODAL TRANSIT FACILITY
THIS AGREEMENT is made and entered into this _ bty day of
(2Q6 k __, 1999, by and between King County through its Department of
Transportation ("County"), the City of Auburn ("City") and the Central Puget Sound Regional
Transit Authority ("Sound Transit"),
RECITALS
A. County adopted the Six Year Plan for Transit Development on December ll,
1995.
B. The Six Year Plan includes an appropriation for transit passenger capital
improvements, including funds for development of a transit hub in Auburn.
C. Sound Transit is a duly organized regional transit authority existing under
Chapters 81.104 and 81.112 RCW and has all powers necessary to implement a high capacity
transportation ("ACT") system. On November 5, 1996, central Puget Sound area voters
approved local funding for Sound Move, Sound Transit's ten-year regional transit plan. The plan
includes light rail, commuter rail, and a regional express bus/HOV system that will be integrated
with local transit systems and use a single or integrated, regional fare structure.
D. Sound Transit intends to begin commuter rail service between Seattle and Tacoma
in late 1999 with service to south King County and north Pierce County, including the City of
Auburn,
E. Consistent with Sound Move,.Sound'fransit will develop a commuter rail station
in Auburn.
F. The Environmental Assessment entitled Tacoma -to -Seattle Commuter Rail,
prepared by Adolfson Associates, Inc., dated December 1997 calls for the construction of
540 parking spaces at the Auburn commuter rail station, which are required to mitigate parking
impacts that would otherwise occur to downtown Auburn when the station is fully operational.
The impact of surface parking in excess of 150 stalls for the facility has not been reviewed or
evaluated under SEPA,
zos�e�.w
P. Sound Transit, the County and City have established a Technical Advisory
Committee ('"PAC") to assist Sound Transit in selecting a design team, preparing the design
program, and reviewing and approving the Project design as it is developed. The TAC is
comprised of City staff, County staff, Sound Transit staff and community and business
representatives.
Q. Sound Transit and County have entered into an umbrella Memorandum of
Understanding, dated May 5, 1998, regarding intergovernmental cooperation, which specifically
contemplates project -level agreements such as ibis Agreement.
R. The Parties wish to establish terms and conditions for the joint development of the
Project
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
Collaborative Proiect Desig_rt and Development.
1.1 Proiect Purpose. I he purpose of the Project is to construct an integrated
facility serving local and regional transportation needs for bus and rail passengers, including any
ancillary facilities, such as transit patron parking, including limited parking for downtown
Aubum, passenger drop-off zones, and bus, auto, bicycle, and pedestrian access facilities, a
pedestrian bridge over the railroad tracks and other facilities service the needs of transit users.
1.2 Functional Requirements of the Proiect, The Project, as shown in the
design drawing attached as Exhibit A, is consistent with Sound Transit's design criteria and
functional requirements for commuter rail stations and will accommodate requirements for
County transit operations including but not limited to an exclusive transit only roadway, bus
layover areas, transit patron parking, loading space for bus passengers, including shelters with
lighting and lighted passenger waiting areas, paratransit loading areas, auto passenger drop-
off/pickup areas (kiss and ride), bicycle storage; lockers and racks, customer information areas,
and bus operators' comfort stations/resirooms. It also addresses needs related to bus
transportation such as separation between .passenger waiting/loading platforms and parking
access, layover staging areas, turning radius requirements, safety requirements, and bus
passenger needs.
In addition, the -Phase I and II design drawing shows a multi -story parking garage with a
first floor retail component.
1.3 Project Components. The Project will include the project facility
components described on Exhibit A hereto consistent with the conceptual design contained
within that Exhibit. The Project components and conceptual design will be materially changed
only with the unanimous agreement of the parties, which agreement shall not be unreasonably
withheld.
1.4 Contract Administration. Sound Transit will be responsible for obtaining
pemrits and approvals, contracting for site work and construction, and overseeing actual
development of the Project. County and City representatives will participate in the development
3
xaiesa
of the Project as members of the Project Development Team. City will design, obtain permits for
and cause the construction of certain off -site mitigation work resulting from the Project as set
forth on Exhibit A. City will also design, obtain permits for rand cause construction of the retail
communal space proposed for the ground floor of the parking garage.
2. Proiect Budget and Financing. A table containing the anticipated budget for the
Project ((he "Project Budget") is attached as Exhibit B. King County shall contribute
$1.5 million to the transit hub -related expenses of the Project: Sound Transit will contribute
(including previously incurred expenses) a total of $10.5 million (YOE). The City will
contribute a total of $5.1 million ($1.5 million of which is allocated to construction of the
pedestrian bridge, $.4 for planning, $1.1 for the retail shell and for the 45 spaces allocable to City
in the parking garage and $2.1 of which is attributed to fulfilling Sound Transit's mitigation
requirements (including previously incurred expenses)).
3. Proiect Schedule, County, City and Sound Transit have jointly developed a
.preliminary Project schedule, consistent with Sound Transit's overall commuter rail schedule,
including milestones for the planning, design and construction phases of the Project. Future
versions of the schedule will include anticipated cash flows during Project development. A
preliminary project schedule is attached as Exhibit C. The Project schedule envisions phased
construction with all facilities other than the parking garage, plaza and pedestrian bridge being
constructed in Phase I, and the parking garage, plaza, kiss -and -ride and pedestrian bridge being
constructed. in Phase II. Building permits will be issued by the City based upon Sound Transit's
.commitment to timely complete Phase I and 11 not later than twenty-four months from the
effective date of this Agreement. City will issue a Temporary Certificate of Occupancy of
limited duration for the Project at the end of Phase 1, and both phases shall be fully completed
prior to City's issuing a final Certificate of Occupancy for the Project. Regardless of the schedule
for completion of Phase II, Sound Transit will complete the full bus facility prior to the
implementation of full bus service by County. The full bus facility shall consist of the bus -only
roadway and the amount of bus zone curb space as required to be operationally acceptable to
County. Subject to approval in the County Council's annual appropriations and service planning
processes, the County shall continue to operate bus service to its current Auburn park & ride lot
at I5"' Street North if it is needed to provide the total number of parking spaces indicated by the
Environmental Assessment.
4, Proiect Management Team. County, City, and Sound Transit will form a
development team (the "Project Development Team") comprised of a Sound Transit Designated
Representative appointed by Sound Transit, a County Designated Representative appointed by
County, a City Designated Representative appointed by City, the station design team selected by
Sound Transit, and others as appropriate. Sound Transit, County and City Designated
Representatives may be changed by the party appointing such representative upon notice to the
other parties as provided in this Agreement. The Project Development Team will coordinate
regularly with the Auburn TAC. Engineering, construction, operation, and maintenance issues
will be considered during the planning phase and may be addressed in an addendum to this
Agreement or in a subsequent agreement or agreements among the Parties.
5. Contract Administration: Sound Transit shall be responsible for the execution and
administration of any contracts necessary or useful for the planning, design, construction and
xc�n.a
operation of the Project (excepting only those Project mitigation measures and the potential
ground floor retail in the parking garage for which City has been designated as the responsible
party (see Exhibit A), Sound Transit shall comply, and shall ensure that its contractors comply,
with (a) all applicable terms of Agreement 4S-540(001)=1 between County and Washington State
Transportation improvement Board; (b) limitations applicable to other grant funds, if,any; and
(c) all federal, state and local laws, regulations, and ordinances applicable to the work and
services to be performed under this Agreement. All Sound Transit consultant and construction
contracts shall comply with applicable public works and procurement laws and regulations,
including, but not limited to, bonding,prevailing wage, nondiscrimination, retainage
requirements, insurance, and workers compensation.
6. Final Design and Approval. The parties have reviewed and approved conceptual
and final design drawings. At each of these phases, County and City representatives reviewed
and provided comments on the drawings to Sound Transit. The County and City have been
involved throughout the design process, therefore the formal review of contract drawings is
primarily to determine conformance with the Downtown Plan, the EIS for the Downtown Plan,
City of Aubum design and construction standards and for errors in the drawings, rather than an
opportunity to bring about new design concepts and requirements. The Parties shall continue to
work expeditiously to resolve any differences and remaining disputes shall be resolved pursuant
to the dispute resolution process set forth in Paragraph 17 of this Agreement. Except to the
extent otherwise provided herein, the Project shall be subject to City's normal permit approval
process.
7. Property Acquisitions and Street Vacations. To facilitate City's 3rd Street
improvements project and Project development:
a. Sound Transit and City will cooperate with each other in the acquisition of
portions of the Aeronautical Machinists Union property.
City will vacate or grant street use permits for certain portions of B Street and the alley between
2nd and 3rd Streets and A and B Streets, to mitigate lost parking to the Aeronautical Machinists
Property, and will vacate or provide street use permits for other streets necessary for
development of the Project; all as set forth on Exhibit D.
b. Sound Transit has arranged for the conveyance of portion of the Berg property
along C Street for the City's use in development of the Thud Street overpass and C Street Ramp
projects.
8. Permits AMproyals and Community Relations. Sound Transit shall with respect
to its construction activities, but not those to be performed by City:
a. Be responsible for issuing the EA and obtaining all permits (including
those to be obtained from City), licenses, easements, except as provided herein, street vacations,
zoning changes, rights of way, environmental documentation and such other approvals as may be
necessary or useful to complete the Project;
,d�avr
iosin.a
b, Pay all fees or costs associated with Project out of funds available for the
Project as set forth in the Project Budget, keep records of all such expenditures and provide
County and City with a copy of same upon request.
c, Be responsible for coordinating all necessary community relations
activities related to the Project, with the cooperation and participation of County and City. These
activities include, but are not limited to:
® public meetings and hearings on environmental documents, as required;
• distribution of notices and relevant materials to, and attendance at and
participation in meetings of, existing groups and organizations in Auburn neighborhoods affected
by the Project, such as neighborhood planning committees in the station areas and local
chambers of commerce;
• ongoing updates on the progress of station design, development, and
permitting, distributed to existing groups and organizations, and to community newspapers and
other media outlets; and
° Notice regarding Project milestones and opportunities- for agency and
public input, in compliance with this Agreement or as required by law.
9, ownership and Use of Facilities. Unless otherwise agreed in writing by the
Parties, all improvements for facilities on the Project Site shall become the property of Sound
Transit upon completion and final acceptance of the Project. County shall retain the non-
exclusive right in perpetuity to use designated portions of the Project improvements for its bus,
vanpool, paratransit, and other bus transit passenger purposes and Sound Transit will enter a
perpetual lease agreement with City for City's exclusive use of retail space and use of 45 spaces
as designated by Sound Transit in the parking garage. In addition, City shall have the right to
regulate traffic signals both on and off the Project. The parties intend that the parking garage be
primarily used by commuter rail and bus patrons from Monday through Friday, 6:00 a.m. to 6:00
p.m., with 45 spaces permanently available for (time -limited) use by non -commuter public. At
all other times, when spaces are not reserved for the primary use of commuter rail and bus
patrons such spaces shall be available for general public use. Sound Transit reserves the right to
charge a fee, with respect to all spaces in the parking garage other than spaces designated for
City use, if deemed necessary to preserve the primary use of the structure for commuter rail
parking or to provide additional revenue. City shall also have the right, with Sound Transit's
approval, to develop at its cost, risk and expense an additional parking garage on the property
designated as a parking lot on Exhibit A located on the west side of the Burlington Northern
tracks east of C Street, south of Main Street and north of Third/Cross Street, or on other property
provided by Sound'rcansit. If constructed by the City all spaces in this new parking garage shall
be used by Sound Transit in lieu of the same number of spaces located in the structured parking
garage shown on Exhibit A, which spaces shall thereafter be available for the exclusive use of
the City. Further, the parties agree that the "kiss and ride" parking stalls reserved for commuter
use during the hours of 6:00 a.m. through 9:00 a.m. and 4:00 p.m. through 7:00 p.m., Monday
through Friday (except for national holidays) shall at all other times be available for general
public use. Sound Transit's approval of City's proposal to construct a new parking garage shall
r
be in its sole discretion and may consider factors including, but not limited to capacity, and
access to new garage and schedule for completion.
10. Maintenance of Facilities. Sound Transit shall be responsible for operating and
maintaining all of the Project facilities, except public waterlines and other public utilities, off -site
improvements and traffic signals which shall be operated and maintained by City, and except
commercial space which will be under the. control of City and may be leased by City to third
parties. County and City retain the opportunity to contract with Sound Transit to provide
ongoing maintenance and operation services at costs and terms to be negotiated between the
Parties. The Parties may address issues about ongoing maintenance and operation of the Project
facilities in supplemental agreements.
11. Cooperation Regarding Maximum Use of Grant Funds. The Parties agree to use
reasonable efforts in compliance with all applicable laws and regulations to exchange grant and
other fiords in such a way so as to enhance eligibility for and avoid limitations on the use of grant
funds
12. Project Billings. The Parties shall agree on a progress billing mechanism
(schedule of draws) which reflects the timing of their respective financial contributions to the
Project. Pursuant to said draw schedule, Sound Transit shall submit invoices to County and City.
for expenses incurred by Sound Transit under this Agreement. County and City reserve the right
to request' copies of invoices and supporting documents evidencing expenditures for which
Sound Transit seeks reimbursement. Consistent with the draw schedule, County and City shall
make payment within thirty (30) days after receipt of an invoice from Sound Transit unless funds
are provided through grants, in which cash payment shall be within thirty (30) days of receipt of
applicable grant funds.
13. Hold Harmless and Risk Management. To the maximum extent permitted by
law, the each party shall defend, indemnify and hold harmless the other parties and all of their
officials, employees, principals, and agents from all claims, demands, suits, actions; and liability
of any kind, including injuries to persons or damages to property, which arise out of, are
connected with, or are due to any acts or omissions of the indemnifying party, its contractors,
employees, agents or representatives in performing its work, services and obligations under this
Agreement; provided, however, that if (and only if) the provisions of RCW 4.24.115 apply to the
work and services under this Agreement and any such damages and injuries to persons or
property are caused by or result from the concurrent negligence of two or more of the parties or
their respective contractors, employees, agents, or representatives, each party's obligation
hereunder applies only to the extent of the negligence of such party or its contractor, employees,
agents, or representatives: In the event of any claims, demands, .actions, and lawsuits, the
indemnifying party shall assume all costs of defense thereof, including legal fees incurred by the
other parties, and of all resulting judgments that may be obtained against the other parties or any
of their officers, principals, agents or employees. Each party specifically waives, as respects
claims for defense and indemnification made by the other parties only, any immunity it may have
under the Worker's Compensation Act, RCW Title 51; and the parties recognize that this waiver
was the subject of mutual negotiation and specifically entered into pursuant to the provisions of
RCW 4.24.115, if applicable. In the event a party incurs. attomey's fees, costs or other legal
% iaierss
xc�n.a
expenses to enforce the provisions of this section against the other party, all such fees, costs and
expenses shall be recoverable by the prevailing party.
14. Insurance. Taking into account the scope of work and services to be performed
by coniractor(s) to the Project and the amount of insurance typically required of projects of the
scope of the Project, Sound Transit shall determine whether, and in what amounts, it and its
contractors shall obtain and maintain public liability, professional liability, builders risk and any
other insurance coverage. Such insurance shall include coverage for any damages or loss
(including defense costs) on account of bodily. injury, property damage, and/or other damages.
All liability insurance policies shall include County and City and their respective officers,
officials, agents, and employees as additional insureds and shall contain "severability of interest"
(cross liability) wording. Sound Transit's and the contractors insurance shall'be primary to and
not contributing with any insurance or self-insurance which may be carried by County or City.
Sound Transit shall provide builders risk insurance on improvements to the Project in an amount
equal to the replacement value of such improvements.
15, Records and Audit. During the progress of the Project and for a period of not less
than three (3) years from the' date of final acceptance and completion of the Project, Sound
Transit shall keep available records and accounts pertaining to the Project for inspection and
audit by County and City representatives. Copies of the records shall be furnished to the
requesting party upon request and shall be maintained in accordance with a work order
accounting procedure prescribed by the Division of Municipal Corporations of the State
Auditor's Office.
16. Duration and Termination. This Agreement shall take effect upon its signing by
the Parties and shall remain in effect unless terminated in accordance with this section. A Party
may terminate its participation in ibis Agreement without recourse prior to the entry into
construction contracts for the construction of improvements composing the Project when its
performance is rendered impossible or impractical for reasons beyond_ such Party's reasonable.
control, including but not limited to, termination of grant funds supporting the Project or ongoing
funding by the King County Council, Sound Transit Board, or City's Council. Notice of
termination of this Agreement shall be given by the Party terminating this Agreement to the
other Party not less than thirty days prior to the effective date of termination. Expenses for items
contained in the Project Budget incurred for the Project prior to, the effective date of a
termination, along with reasonable costs associated with such termination shall, to the extent
allocable to the terminating party, remain the obligation of the terminating party and shall be
paid promptly.
17, Dispute Resolution, The Parties agree to use their best efforts to resolve disputes
and other matters arising out of the planning, design and construction of the Project or The
ongoing administration of Ihe'Project facilities. If an issue cannot be resolved by the Sound
Transit Designated Representative, the City Designated Representative and the County
Designated Representative, any Party'in dispute may invoke a formal conflict resolution process.
The first step in the process is. a meeting including County Manager of Service
Development and Sound Transit's Director of Commuter Rail and City's Public Work's Director.
If these Parties cannot resolve the issue in a timely manner, the second step in the conflict
8
resolution process shall be a meeting of the County Director of Transportation, City Mayor,
and the Sound Transit Executive Director. if these representatives cannot resolve the issue in a
timely manner, the County Executive, the Chairman of the Board of Sound Transit, and City's
Mayor shall meet and attempt to resolve the dispute. The.Parties agree to exhaust all three steps
of the dispute resolution process before seeking redress in a court of law or other tribunal.
l8. Miscellaneous Provisions.
a. Public it . All news releases and public reports issued by Sound Transit,
County or City describing any activity on the Project .involving the Parties shall include a
reference to the other Parties. Other than general Project descriptions, ,notices of public
meetings, and similar documents, no Party should release any information about the Project to
the news media or to the public without the prior consent of the others.
b, Legal Relations. it is understood and agreed that this Agreement is solely
for the benefit of Sound Transit, County, and City and gives no right to any other entity or
person. No joint venture or partnership is formed as a result of this Agreement. No employees
or agents of Sound Transit or any of its contractors, subcontractors, consultants or employees
shall be deemed, or represent themselves to be, employees of or under contract to County or
City. Sound Transit shall comply, and shall ensure that its contractors comply, with all federal, state
and local laws, regulations, and.ordinances applicable to the work and services to be performed
under this Agreement.
c. Notices. All notices, requests, demands and other communications under
this Agreement shall be in writing, and shall be personally delivered or sent by registered or
certified mail', postage prepaid, return receipt requested, or by telegram, rate paid, confirmation
requested to the addresses set forth below:
COUNTY:
King County Department of Transportation
201 S. Jackson St., MS-KSC-0413
Seattle, WA 98104-3856
Attn: David Feltman (206) 263-3723
Fax: (206)684-1860
e-mail: David.Feltman@metrokc.gov
Sound Transit:
Central Puget Sound Regional Transit Authority
401 South Jackson Street.
Seattle, WA 98104
Attn: Val Batey (206) 389-5117
Fax: (206)398-5216
e-mail: bateyv@soundtransit.org
0
ia�av9
CITY:
City of Auburn
Public Works Department
25 West an
Aubum, WA 98001-4998
Ami: L.lack Locke, P.E. (253) 931-3010
Fax: (253)931-3053
e-mail: jlocke@ci.aubum.wa.us
Any party may change its address for purposes of this section by giving the other parties written
notice of the new address in the manner set forth above. All such notices shall be effective upon
receipt or first attempted delivery.
d. Waiver. Neither payment by County or City nor performance by Sound
Transit shall be constmed as a waiver of the other Party's rights or remedies against the other.
Failure by any Patty at any time to require full and timely performance of any provision of this
Agreement shall not waive or reduce the Party's right to insist upon complete and timely
performance of such provisions thereafter.
e. Survival. The provisions of paragraphs 9, 10, 13, 14, 15, and 18 shall
survive a termination of this Agreement.
f. Entire Agreement. This document contains all terms, conditions and
provisions agreed upon by the Parties hereto and shall not be modified except by written
amendment.
g. Jurisdiction. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Washington. The Superior Court for King County,
Washington, shall have exclusive jurisdiction and venue over any legal action arising under this
Agreement.
h. Severability. If any provision of this Agreement. is held invalid or
unenforceable by any court of final jurisdiction, the remainder of this Agreement shall not be
affected thereby if such remainder would then continue to serve the purposes and objectives
originally contemplated.
i. Counteparts. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
]0
t
xa,a,.a
IN
SS WHEREOF, the Parties hereto have executed this Agreement this G ay of
1999.CEN"IRAL PUGET SOUND REGIONAL
TRANSIT AU
THORITY
By: T/ v _------ —
Its: PPc�
Approved as to Form:
oun T sit Legal Counsel
CITX OF AUBURN
Its: !0 I S —%%
II
gym.«
EXHIBIT A —PROJECT COMPONENTS
Auburn Station
Located from C Street SW to A Street SW
between Main Street and 3`d Street, Auburn, Washington
(7be constnrction of the Auburn Station will be accomplished under at least nvo construction contracts in nvo
phases. This agreement is for frdl station development.) .
A. Phase I Construction - Auburn Commuter Rai] Station Components.
I. Platforms: Two side platforms approximately 600 feet in length and 16
feet wide, one "mini -high" (wheelchair accessible) platform on the north
end of each platform.
2. Canopies: Shelters providing coverage for 100% of riders the A.M.
peak train. Canopies provide wind protection (screens) as wellll as rain and
sun protection. Canopies are lighted and incorporate station -identification
(signs).
3. Other Platform amenities: benches, trash receptacles, lighting, informa-
tional signs, etc.
q. "Back of Platform" items: Ticket Vending Machines, telephones, power
for vendor carts, information kiosk, informational/directional signs,
communications shelter.
5. Pedestrian/other Non -Motorized Connections/Access: Pedestrianlwheel-
chair accessible grade crossing on Main St., sidewalks, crosswalks,
wheelchair ramps, connection to pedestrian/bicycle path under future 3,d
St. Overpass, connections to City bike lanes, bicycle racks and bicycle
storage lockers on both sides of the station.
6. Passenger pick-up/drop-off area: Curb space for queuing vehicles, short
term parking for up to 15 vehicles, special pavement connections, wheel-
chair ramps, to platform/plaza..
Transit Hub;including:
a. Approximately 9 bus Uays in close proximity to the commuter rail
platforms (expandability to ]2 bays in future desirable). -
b. Bus -only roadway (special .pavement treatment), crosswalk(s),
wheelchair ramps.
c. Passenger Shelters.
d. Lighting.
e. Signage.
f. Landscapingt
l2
xwn.a
g. Drainage.
Landscaping: Back of platform, parking lot(s) and passenger pick-
up/drop-off area.
9. Parking:
a. Surface Parking Lot -Approximately 104 stalls including lighting,
landscaping, storm drainage, signs, platform access.
0. Off site Improvements:
a. 3`d Street OverpasslC Sireet Ramp —Signal at Main and C Streets .
b. A Street SW Improvements. — From Main St. to 3`d St. SW,
including 2nd Avenue between_ A St. and the new transit street (old
B Street alignment), includes two traffic signals, at 2°0 and A, and
2°d and B Streets
c. Right-of-way vacations — Portions of B and V Streets.
d. Offsite stormwater quality control.
B. Phase II Consirnction.—Auburn Commuter Rail Station Components.
Pedestrian plaza and landscaping in and around pedestrian plaza.
2. Parking Garage
3 �/z to 4 stories, providing parking for approximately 400 — 500 cars, 45 of
which will be designated for use by the City (public parking). (The total
number in Phase I and Phase II combined shall not be less than.540). One
elevator. Fire sprinklers. Lighting. Signage. Retail shell for up to 18,000
square feet of retail (including utilities). Parking Garage Retail — finished
retail space, approximately 18,000 square feet on north and east'sides of
the ground floor. Storage and commissary for plaza vendors' carts, etc.
Public Restrooms/Driver Comfort Station. Sidewalks, drainage,
landscaping.
Pedestrian Bridge.
Connecting from garage on east side to parking area (potential future
garage area) on west side of station. Includes one elevator, stairs, lighting
and signs.
4. Passenger drop-off/pick-up area (kiss &ride) area.
5. Completion of bus -only roadway through to exit on A Street, or other
acceptable alternative such via Second St. to A St.
aoaan.a
EXHIBIT B — PROJECT BUDGET
14 ,a,us9
CO
G
�o
D
,,0n
V/
0
ro
J
.C>
7
C
C
7
lL
C
t�
M�
W
O
O
0
Q
0
n.
0
co
v!
C
i
O
Oi
�
L
O
C
E
o
-
L
rn
v
0
w
t
C
C
N
U
r
N
m
0
O
@
C
-
-
_
2
E
r
m
r®
69
n
_
2
c
O
—
U
p
J
O
L
rn
o
N
N
r
�
c0 m
rnUDN
N
m
�
�
C
N
�
@
L
U
@
W
C
�
-
C
@
n
U
Q
0
2
-
C
£
c—
0
J
C
O
O
U
r
❑
-
O.
m
V
N
>
O
m
@
U
�
�
p
VI
�
Q
o
C
L
'o
m
cn
O
r
EXHIBIT C
PROJECT SCHEDUM
voaiaa.a
EXHIBIT D
STREET VACATIONS AND STREET USE PERIVIITS
l6
�meAv
m�n.a
TR No,
PERMIT N00. �17�
CITY OF AUBURN
DEPARTMENT OF POLIC WORKS, ENGINEERING DIVISIGN
RIGHT,OFWAY USE PER44-IT/APPLICATION
The Public Works Corsaittee of .the City Council establishes policy .
regulating uses permitted in, on, under and above the public right-of-way
within the City limits. The City Engineer. is responsible to administer
these policies and anccove all permitted uses. The City assumes no
liability, exuressez'or implied, as a result of granting permission to the
permittee to use the right-o` a'-y, as requested. .see attac^ed sheet for
general conditions.
Scund3rzns_t
VAM OF ORGA_NIZIMTON:�_
0:FICE3/AG?NT/?=35GN=-QC=ST=NG ?
ADDRESS: 1100 2nd Ave, Sce 5o0, Secttle WA 48101-3423 TELE="ONE: (206) 398-5117
WAY: Conscruc[ion of transir stzcson, Phases
DESIRED USE & LOCATION OF RIGHT -OF_
One and Two. See-acrached R/W plan. - -
..EGAL DESCRT_PTION Oc PROOF<T'! (ONLY iCR PE�`4Ti5 2HAT ?2E TO EE RECORJ-D):
See attached plan_
The Deoarts,ent recui�es the r.z�e, address, and telephcne nLml:er.of three
(3) responsible persons, a,-Iy of which can be contacted zt zry tine durinc
the life of the perait in tt:e evert the need arises.
( ) BP.NNER INSPEC'3'ED Date Inspect-': by=—.----
(Y)' INSURANCE REQUIRcD Date Receive-.
( ] BOND R,QUIR=D Date Received:
( 3F) HOLD F.1RMLESS AGRzFAM-ENT 9=QUIR-D Date Received: -
SPECIAL PROVISIONS: Portions o`. rigorir-rif-way ro ZaLinder sen�rate
A Right-o£-:gay Use Permit is 1:e=eby grantez, zs pe•- the above to r-ias and
special Provisions, i in
fSOUI(der Commuter Rail j�/�, %
cc: Public Works Operatz
yZ'
c
Police Chief _---
Fire ChiefOC.� Q .1999 _ £NGZN/_ER /c�
Document Control Date 7 Z�! / 9 -----
te
REF. H:\FORMS\FEO6B
HOLD HMMLESS AGREDAF14T
For and in consideration of being given permission by the
City of Auburn, Washington, to use City right-of-way (location
anduseas described on the Permit) within the corporate limits
of the City of Auburn, Washington the undersigned being the user
of said property and heirs, successors and assigns herewith
promises to indeanify, defend and hold harmless the City of
Auburn and its officials, agents, and employees from any and all
liability for bodily injury or Property damage claims whatsoever
arising out of and at above -referenced use and location including
court costs, attorneys' fees and any attendant costs excepting
h ise from the negligent or wrongful acts or
those whicar
of the City of Aubuxn, its employees or its agent
omissionss.
DATED THIS �>
DAY OF U /1
SIGNATURE OF APPLICAiT
COMPANY OR ORGANIZATION •'
(If Applicable)
STATE OF NASfiINGTON )
County of
on this day personally appeared before me
4-myence Eta to me known to be the individual described
n and who execs ed.the within and foregoing instrument, and
acknowledsed that _vil. signed the same as 11_ �L free and
voluntary act and deed, for the uses and purposes therein
mentioned. A
GIVEN under
,2 ,`
c 0 NOTARY
y�s�; • .a. � . off.
REF. H:\FORHS\FE002
official seal. this
day of
WASHZHGTON, R5'SIDING AST �PA__�'i? f_L�'
COMISSION
Sound Transit
Attachment to right-of-way Use Permit
ScopeCenter, Fliases
ermit for consWctac e Transit AAppl
Right -of -Way Use Pcat ons for a I ng term
Two, for a term of two years. (See attached map). PP
Right -of -Way Use Permit and Street Vacations will be applied for prior to
completion of project construction and occupancy.
Conditions
1. Maintain access and utilities to properties not under control of SoundTransit:
Wickham
.Aerospace Union �ncludin Harold's Plumbing
Access along alley (A SW to B SW) including
2. Exclude general-purpose traffic and traffic ac ess to the area. Submit
signing and traffic control plan(s) for City appoval
al construction activities and shared street use with City of
3. Coordinate action contractors for 3rd SW and A Street SW -
Auburn and its constru
ction of the station between
4. A tri-party agreement ucOnstfumust be executed
prior o demolition o and
��
King County and City of Auburn
permanent removal of street pavements covered by this agreement
Requirements
1. Furnish SOUndTransit certificate of general fabllity Insurance
2. Furnish contractors insurance certificate for all general contractors working
on site. City of Auburn is to be name as an additional insured.
3. Maintain office or contact person on site during construction hours
AGREEMENT BETWEEN CITY OF AUBURN AND CENTRAL PUGET SOUND REGIONAL
TRANSIT AUTHORITY FOR THE DEVELOPMENT AND MAINTENANCE OF A KISS -AND-
RIDE PARKING LOT AND CONVEYANCE OF REAL PROPERTY INTERESTS
I Y:Yh
Legal Desceiption
Exhibit B
Sound Transit
Sounder Auburn Commuter Rail Station
Legal Description of Real Property to be Conveyed to City of Auburn
That portion of Lots 4 through 6, inclusive in Block 3, Town of Slaughter, according Yo
the plat thereof, recorded in Volume 2 of Plats, Page 50, records of King County,
Washington. And more particularly described as follows:
Beginning at the northeast comer of said Lot 6; .
thence South 01 °03'28"West along the east line thereof a distance of 72.12 feet;
thence North 88°46'46" West a distance of 14.00 feet to the beginning of a tangent curve
concave to the north and having a radius of 17.50 feet;
thence westerly along the arc of said curve through a central angle of 34'15'07" a
distance of 10.46 feet to the beginning of a reverse curve concave to the south and having
a radius of 13.75 feet;
thence along the arc of said curve through a central angle of 34°39'53" a distance of 8.32;
thence North 89*1 P32" West a distance of 144.00 feet to the beginning of a tangent
curve concave to the north and having a radios of 33.20 feet;
thence westerly along the arc of said curve through a central angle of Y51'46" a distance
of 2.24 feet to a point on the west line of said Lot 4 and the beginning of a non -tangent
curve concave to the east and having a radius of 169.50 feet, the center point of which
bears North 82°59'43" East;
thence northerly along said west line and the are of said curve through a central angle of
7°55'50" a distance of 23.46 feet;
thence continuing along said west line North 00°55'33" East a distance of 43.48 feet to
the northwest corner of said Lot 4;
thence South 89°04'28" East along the north line of said Block 3 a distance of 179.68
feet to the POINT OF BEGINNING,
Containing 12,088.64 square feet, more or less.
AGREEMENT BETWEEN CITY OF AUBURN AND CENTRAL PUGET SOUND REGIONAL
TRANSIT AUTHORITY FOR THE DEVELOPMENT AND MAINTENANCE OF A KISS -AND -
RIDE PARKING LOT AND CONVEYANCE OF REAL PROPERTY INTERESTS
Statutory Warranty Deed, Subject to a Reserved Perpetual Easement
RECORDED Al THE REQUEST OF AND
WHEN RECORDED RETURN TO:
Sound Transit
11 D0 Second Ave., Suite 500
Seaele, WA 98101.3423
(206)684-6776
Attn: Jennifer Belk
STATUTORY WARRANTY DEED
THE GRANTOR, Central Puget Sound Regional Transit Authority, a regional
transportation authority of the State of Washington, for and in consideration of TEN AND
10/100 DOLLARS ($10.00) and other good and valuable consideration in hand paid, conveys
and warrants to the City of Auburn, a municipal corporation, the real estate described in attached
Exhibit A, situated in the County of King, State of Washington, subject to the Reservation of
Easement Agreement set forth in Attachment 1,
DATED: , 2004
GRANTOR:
Central Puget Sound Regional Transit Authority,
a regional transportation authority of the State of Washington
By
Agnes Govern
Its Chief Administrative Officer
STATE OF WASHINGTON )
) ss.
COUNTY OF KING)
I certify that I know or have satisfactory evidence that Agnes Govem is the person who
appeared before me, and said person acknowledged that he/she signed this instrument, on oath
stated that he/she authorized to execute the instrument and acknowledged it as the Chief
Administrative Officer of Central Puget Sound Regional Transit Authority to be the free and
voluntary act of such party for the uses and purposes mentioned in the instrument.
Dated: > 2004.
(Printed Name]
Notary Public
Residing at
My appointment expires:
EIS HIBI I A
Legal Description
That portion of Lots 4 through 6, inclusive in Block 3, Town of Slaughter, according to the plat
thereof, recorded in Volume 2 of Plats, Page 50, records of King County, Washington. And more
particularly described as follows:
Beginning at the northeast comer of said Lot 6;
thence South 01'03'28"West along the east line thereof a distance of 72.12 feet;
thence North 88°46'46" West a distance of 14.00 feet to the beginning of a tangent curve
concave to the north and having a radius of 17.50 feet;
thence westerly along the arc of said curve through a central angle of 34°15'07" a distance of
10.46 feet to the beginning of a reverse curve concave to the south and having a radius of 13.75
feet;
thence along the area of said curve through a central angle of 34°39'53" a distance of 8.32;
thence North 89'11'32" West a distance of 144.00 feet to the beginning of a tangent curve
concave to the north and having a radius of 33.20 feet;
thence westerly along the arc of said curve through a central angle of 3°51'46" a distance of 2.24
feet to a point on the west line of said Lot 4 and the beginning of a non -tangent curve concave to
the east and having a radius of 169.50 feet, the center point of which bears North 82°59'43" East;
thence northerly along said west line and the arc of said curve through a central angle of
7°55'50" a distance of 23.46 feet;
thence continuing along said west line North 00°55'33" East a distance of 43.48 feet to
the northwest corner of said Lot 4;
thence South 89°04'28" East along the north line of said Block 3 a distance of 179.68 feet to the
POINT OF BEGINNING.
Containing 12,088.64 square feet, more or less.
J:VDI5JHOAIE�OFiM0024.00C A-1
ATTACHMENT I
RESERVATION OF EASEMENT AGREEMENT
This Reservation of Easement Agreement (the "Easement") is entered this _
day of 2004, by CENTRAL PUGET SOUND REGIONAL TRANSIT
AUTHORITY, a regional transit authority ("Sound Transit") from its conveyance to the
City of Auburn (the "City") with reference to the following facts:
RECITALS:
A. Sound Transit is a regional transit authority, authorized by Chapter 81, ] 04
and 81.112 RCW and a vote of the people to implement a high capacity
transportation system. Sound Transit has constructed a commuter rail
station (the "Auburn Commuter Rail Station"), including a parking garage
and platform within the City, located upon real property owned or leased
by Sound Transit ("Sound Transit's Commuter Rail Station Property"),
which property is legally described in Exhibit A attached hereto. A 21
space kiss -and -ride parking lot remains to be constructed as a part of the
Auburn Commuter Rail Station (the "K&R').
B. The City is a Washington municipal Corportaion.
C. Pursuant to that certain "Agreement Between City of Auburn, Central
Puget Sound Regional Transit Authority for the Development and
Maintenance of a Kiss-aud-Ride Parking Lot and Conveyance of Real
Property Interests" (the "Agreement") between Sound Transit and City
regarding the Auburn Commuter Rail Station, which is attached hereto as
Exhibit B, Sound Transit has conveyed certain real property located in the
city of Auburn, King County, Washington legally described and depicted
in Exhibit C attached hereto and by this reference incorporated herein (the
"Property") subject to this Easement.
D. Sound Transit and City intend that Sound Transit shall have the perpetual
rights described herein for use of a 21-space parking lot, including ingress
and egress thereto, and all ancillary and necessary purposes, which
parking lot is to be constructed, managed, and maintained by City,
pursuant to the Agreement, as described in the Agreement and as
described herein.
N:�Sounder CommonlTACO�fA-SEATTLhIAubumVCizs-@-Aide�EASCbfF.NT Pre -Final DRAFL 9.10-02.doc
D3/08/W
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
Recitals and Exhibits Incorporated. He recital set forth above and each
Exhibit attached hereto is incorporated into this Easement as though fully
set forth herein.
2. Reservation of Pazking Easement. Sound Transit does hereby reserve to
itself a permanent, continuous, non-exclusive easement over, across and
through the Property legally described in Exhibit C attached, for the
benefit of Sound Transit and its public transit passengers, licensees,
contractors, and invitees, and for all purposes necessary or incidental to
providing "kiss -and -ride" parking, and vehicular and pedestrian access to
and from the parking lot and other public transportation facilities and the
public streets, sidewalks, bridges and passenger rail facilities in the
vicinity of the Property. Sound Transit retains the express right to conduct
further groundwater monitoring activities on the Property. The parties'
rights and obligations with regard to the Easement Area are further
defined in the Agreement.
3. City's Use of K&R Lot. The City may use the Easement Area as
described in the Agreement. The City shall at all times conduct its
activities on the Property so as not to interfere with, obstruct or endanger
the usefidness of any improvements, or other facilities, now or hereafter
constructed upon the Property for the use of Sound Transit or in any way
interfere with, obstruct or endanger Sound Transit's use of the Easement
Area,
4. Bindin Eg ffect. The Easement reserved herein shall be appurtenant to and
shall run with the land for the benefit of Sound Transit's Commuter Rail
Station Property and shall inure to the benefit of Sound Transit, its
successors and assigns, and shall be binding upon the Property and the City,
and their respective heirs, successors and assigns.
Termination. Sound Transit may terminate this Easement by written notice
to the City at any time. In such event, at City's request, the parties shall
record a termination of easement in the King County real property records.
6. Recording. This Easement shall be recorded in the real property records
of King County, Washington.
NASounder Common\TACO;dA-SEATTLL\AubumWdL .&.Ri&\EASEMENT Pr< -Final DRAFT 9-IM2.doe -2"
3M
7. Costs and AttorneysFees. The parties hereto agree that in the event it
becomes necessary for any party to defend or institute legal proceedings as a result of the
failure of either party to comply with the terms, covenants, agreements and/or conditions
of this Easement, it is understood and agreed that the prevailing party in such litigation
shall be entitled to be reimbursed for all costs incurred or expended in connection
therewith, including, but not limited to, reasonable attorney's fees (including paralegal
fees and fees for any appeals) and court costs.
8. Notices. Any and all notices or other communications required or
permitted by this Easement or by law to be delivered to, served on or given to either party
to this Easement by the other party to this Easement, shall be in writing and shall be
deemed properly delivered, given or served when personally delivered to such party, or in
lieu of personal services, when sent by facsimile or when mailed by United States mail,
express, certified or registered, postage prepaid, or by a nationally recognized overnight
delivery service, charges prepaid, addresses as follows:
If to the City : Mayor Pete Lewis
25 W. Main Street
Auburn, WA 98001
If to Sound Transit : Central Puget Sound Regional Transit Authority
401 South Jackson Street
Seattle, WA 98104
Attn: Martin Minkoff, Director —Sounder
Commuter Rail
Facsimile No. (206) 39&5216
With a copy to: Central Puget Sound Regional Transit Authority
401 South Jackson Street
Seattle, WA 98104
Attn: Lega
All notices so sent by facsimile shall be deemed delivered upon hansmission thereof and
all notices so mailed shall be deemed received on the date which is 24 hours after
delivery to the overnight delivery service by the sender, or if placed in the United States
mails, on the date of the return receipt or, if delivery of such United States mail is refused
or cannot be accomplished, 48 hours after deposit in the United States mails. Either party
NASovnd<r Common\TAC0.MA-SEATTLE1AubumV(iss-&-Ride\GASGAfGNT Prc-Final DRAFP 9-10-02.doc
7/&07
may change its address for the purpose of this Section by giving ten ( 0) days advance
written notice of such change to the other party in the manner provided in this Section.
9. Amendment. This Easement may not be modified, amended or terminated
without the prior written approval of the then owners of Sound Transit's Commuter Rail
Property and the City, its permitted successors in interest, or assigns.
10. Waiver. No waiver or any of the provisions of this Easement shall be
effective unless it is in writing, signed by the party against whom it is asserted and any
such written waiver shall only be applicable to the specific instances to which it relates
and shall not be deemed to be a continuing or future waiver.
11. Captions. The captions and paragraph headings contained in this
Easement are for convenience and reference only and in no way define, describe, extend
or limit the scope or intent of this Easement, nor the intent of any provision hereof.
12. Governing Law. This Easement shall be governed by and construed in
accordance with the laws of the State of Washington.
IN WITNESS WHEREOF, this Easement is executed by the parties, intended to
be legally bound, as of the date first written above.
CITY
Title:
SOUND TRANSIT
sy.
Title:
NiSounder Common\TACDAfA-SEATTI.61AsibumUCiss-Be-Aide\EAS£MENT
Pre -Final DAAFP 9-10-02.dac
'4'
3/8f04
Approved as to orm.
Sound Transit Legal Counsel
State of Washington
County of King
I certify that I know or have satisfactory evidence that is the person who
appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath
stated that (he/she) was authorized to execute the instrument and acknowledged it as the
of to be the free and voluntary
act of such party for the uses and purposes mentioned in the instrument.
Dated:
TiNe•
Print Name:
Residing At:
My Appointment expires
(SEAL)
State of Washington
County of King
I certify that I know or have satisfactory evidence that is the person who
appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath
stated that (he/she) was authorized to execute the instrument and acknowledged it as the
of to be the free and voluntary
act of such party for the uses and purposes mentioned in the instrument.
Dated:
Title:
N:\Sovnder Common\TACOi,tA-SEA7TLE\Aubum\Kiss-&-Ride\EASETIGNT Pre -Final DRAFr 9.10-02.doc �5"
vsrw
Print Name:
Residing At:
My Appointment expires
(SEAL)
N:\Sounder Common\TACOh1A-SF.ATTLE�AvburnUCiss-&.Aidc\EASEMENT Pre -Final DRAFr 910-02.doc '6'
3/8/0.1
AGREEMENT BETWEEN Cl'IY OF AUBURN AND CENTRAL PUGET SOUND REGIONAL
TRANSIT AUTHORITY FOR THE DEVELOPMENT AND MAINTENANCE OF A KISS•AND•
RIDE PARKING LOT AND CONVEYANCE OF REAL PROPERTY INTERESTS
Right-of•Way Use Permit Form
CITY OF
RightmofMay Use City of Auburn
WASHINGTON
Permit Engineering
Division
Permit #: DRAFT
FOR OFFICE USE ONLY
Name of Organization: Sound Transit
Public Works Committee Meeting
Date: N/A Date Approved:
Documents Received:
Date
Date
Permit Application Fee
❑ PerAgreement Legal Description ❑
PerAgreement
Initialed Notice to Applicant
❑ N/A Contractor's Additional Insured ❑
N/A
Signed Hold Harmless Agreement
❑ PerAgreement Bond ❑
N/A
Certificate of Insurance
❑ PerAgreement Signed Petition (Abutting Prop. Owners) ❑
N/A
Traffic Control Plan
❑ N/A Banner Inspected ❑
N/A
------ —------- — — FEES — --- —
---•--------------------------------- ------------- -------------------
TYPE
AMOUNT PAID DATE
RECEIPT #
Per Agreement
TOTAL
FEES:
FEES PAID: BALANCE DUE:
Special Conditions/Provisions:
This Permit shall be subject to the terms set forth in the "Agreement Between
City of Auburn and Central Puget
Sound Regional Transit Authority for the Development and Maintenance of a Kiss -
and
-Ride
Parking
Lot
and
Conveyance
of real Propoerty Interests" per Resolution # XXXX, adopted on
XXX, XX, 200X. _
❑ Permit Denied -Reason:
❑ Permit is hereby granted, as
per the above terms and Special Provisions/Conditions, if any.
cc: City Engineer
Traffic Engineer
City Engineer
Construction Manager
Street Supervisor
Police Chief
Date
Assistant Fire Marshal
(Note to cc's: Please review application - questions/comments/conditions contact Angela Wingate
at ext. 3120)
Page 1 of 1
6.3 Abatement of Certain Charges; Setoff of Certain Expenses, done., 1 11*1
6.4 Exceptions... I . . . . . . . . . . . . . . b 6 4 t 4 4 4 4 6 0 a * 4 . d d . I . . . . . . d , l 4 A I F I
+1 "So$ ben p d S * * t F N 1 '23
I I I t do 5 . . . . . j 0 4 n d 4 24
ARTICLE
7.1
7.2
7.3
7: CONDEMNATION..............11.4...1.11.....14..1.....14.04.041.........................................:.24
Permanent Taking........,,, tooptleto , , d t t t . . . . 4 * p % 0 1 d I o p 1 0 1 , , I a 0 . . . . b A 0 0 a N * I , I r 1 1 2
(a) General Provisionsseventeen ........ denoted .......................................:....................:..24
(b) Allocation of Award.....................................................................................25
Abatement and Adjustment of Charges Payable by City..........:..........................25
Temporary Taking.................................4...................... ............ ........................25
...
& * C It I t 1 4 1 & I I * 1 4 1 1 1 d 0 4 124
ARTICLE
8.1
8.2
8.3
8A
8.5
8: ASSIGNMENT AND SUBLETTING...............................................................26
Subletting.............................................................................................................26
Assignment ..... .................:............................................_...... ...,...........................26
Release of City...tells .................:........... does .................................... end
Requesting Sound Transit's Consent...................................................4................26
Sound Transit's Right to Information...................................................................27
........:............26
ARTICLE
9.1
9.2
9.3
9.4
9.5
9.6
9.7
9: BREACH AND REMEDIES...........:..entente . Ito ............................I........................27
Time is of the Essence...:................:..........end ...................................,...................27
Default and Breach Defined................................................................................427
Sound Transit's Remedies for City's Breach........................................................27
(a) General Provisions.",,.,., 66414, ended 1*01 "1 one on . . . nodded told 14499,11,27
(b) Termination................................................._..............................................28
(c) Remedies Cumulative, I I I I I I I I 1 0 4 1 1 1 * d 4 . , p * . o , A 4 1 111.16.11 nodded, I I** ........ 0 4 4 1 t 4 1 4 a A a w 0 4 N 4 a ...... 28
(d) Emergencies.........................................................:.................................4.I...28
City's Remedies for Sound Transit's Breach, 1 0 4 t . . . 4 1 4 a 0 d * , 1 0 628
(a) General Provisions.......................................................................................28
(b) Emergencies ................ .... ................ .... .tell ........ ........ ....... need ....... .......... ........29
Interest..................................................................................................................29
Attorneys' Fees and Costs...................................................................................129
Dispute Resolutions I I * . I % 4 1 . I I . . 1 4 . I . . . o , t . . . . . . . 6 1 0 d & d a a . I . . . & I I I . . . . . 4 1., 1 "1 to, 11 61to"'66 bAooso.4qe I . . 30
(a) Negotiation.........................................................................................4.........30
(b) Mediation, ..............................................................................0%........:............30
ARTICLE 10:
10.1
10.2
10.3
10.4
10.5
10.6
10-7
10.8
MISCELLANEOUS PROVISIONS..,.,,,,,,.............................................1.........30
Non -Discrimination . ..... ..... ................ I ..... I ............ end ..... ...... .................................30
Interpretation.... 0 0 4 1 1 7 It I I 1 4 4 q It o 4 0 4 4 4 1 0 4 0 4 P 0 w t I I I I 1 4 4 1 1 . I do 1 0 d . . .
Notices ...................... ...... .......................... nodded .........................ended ....................I.10
Recording.... w 4 0 4 & w A I a N a 0 a 4 4 6 . . . . . . . . . I . .
Binding Effect; Governing Law............................................................4..............31
Force Majeure.............................:.........opens ................................I........................31
Authorized Persons...........................................................................................I..31
Survival.... 141,14, end stood o*644*apdp4*qj N p , on '&as 1 04 lq also 11 "Indent . . . . 4 b I I , 0 . . .
0
4,6.04 4I.E644, *6,.431
1 6 * 6 1 e I N 6 1 . 4 0 r , . . . 32
mae5s n
arzsvz
RESOLUTION NO. 3 7 0 3
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF AUBURN, WASHINGTON, AUTHORIZING THE
MAYOR TO EXECUTE AN AGREEMENT WITH THE
CENTRAL PUGET SOUND REGIONAL TRANSIT
AUTHORITY FOR THE PURPOSE OF THE
DEVELOPMENT AND MAINTENANCE OF A KISS -AND -
RIDE PARKING LOT AND CONVEYANCE OF REAL
PROPERTYINTERESTS
WHEREAS, the City and the' Central Puget Sound Regional Transit
Authority (Sound Transit) entered into an agreement on October 26, 1999
concerning the development of a multimodal transit facility; and
WHEREAS, the Kiss -and -Ride parking lot and on -site landscape
improvements remain to be constructed, and
WHEREAS, the City has agreed to complete these remaining
improvements at Sound Transit's expense, and
WHEREAS, the parties wish to amend the previous agreement for the
purpose of defining each parties roles in the maintenance and use of the
parking lot.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. The Mayor is hereby authorized to execute an Agreement
with the Central Puget Sound Regional Transit Authority, in substantial
Resolution No. 3703
March 10, 2004
Page 1
conformity with the agreement attached hereto, marked as Exhibit 'T' and
incorporated herein by this reference.
Section Al That the Mayor is authorized to implement such other
adI inistrative procedures as may be necessary to carry out the directives of
this legislation.
Section 3. That this Resolution shall take effect and be in full force
upon passage and signatures hereon.
Dated and Signed this J S*day of *AA[L:2004.
ATTEST:
Danielle E. Daskam,
City Clerk
D 9S TO FORM:
City Attorney
Resalullon No. 3703
March 10, 2004
Page 2
•
VII
7ER"r'RIis
•
i
Sounder Commuter Rail
AGREEMENT
BETEECITY OF AUBURN AND " ' ' `
WN
CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY _
FOR THE DEVELOPMENT AND MAINTENANCE
OF A KISS -AND -RIDE PARKING LOT AND ct� i3
CONVEYANCE OF REAL PROPERTY INTERESTS
THIS AGREEMENT is made and entered into this _day of March, 2004, by
and between the Central Puget Sound Regional Transit Authority ("Sound Transit"), a
regional transit authority of the State of Washington, and the City of Auburn ("City), a
Washington municipal corporation. RECEIVED
BACKGROUND
MAY 1 0 2004
PLANNING DEPARTMENT
A. Sound Transit is a regional transit authority existing under Chapters 81.104 and
81,112 RCW and has all powers necessary to implement a high capacity
transportation system,
B. Sound Transit, City, and King County entered into that certain "Agreement
Between King County, City of Auburn and Central Puget Sound Regional Transit`
Authority for the Planning, Design and Construction of the Auburn Multimodal
Transit Facility" (the "Project Agreement") dated October 26, 1999. The Project
Agreement is attached hereto as Exhibit A. The purpose of the Project Agreement
was to establish the terms and conditions for the joint development of a
coordinated multimodal transit facility in the City (the "Project") to serve as a
commuter rail station and King County transit hub.
C. The development of the Project is substantially complete, with the exception of a
contemplated "Kiss -and -Ride parking lot" located to the north of the Sounder
Auburn Station parking garage and plaza and west of A Street (the "K&R") and
on site landscaping required for completion of the west side parking lot along `C'
Street SW.
D. As required by the Project Agreement, Sound Transit has acquired the real
property interests necessary to construct the Project, including the K&R and
environmental cleanup costs at the site.
E. The contemplated K&R abuts a City right-of-way (the "Alley") and the City
desires that the K&R be developed to include portions of the alley. The overall
project will support transit oriented development and downtown redevelopment in
Auburn. The City also desires to locate trash storage facilities on the K&R site.
F. City and Sound Transit have negotiated an agreement that it is in their mutual
interests to reassign certain project development and maintenance responsibilities
for the K&R to the City. In exchange, Sound Transit will contribute to the City
the remaining budget allocated for the K&R along with certain real property
interests and materials already purchased for use in construction. The City will
utilize said funds.and materials and additional City funds, if necessary, to
complete the K&R and maintain it in the public interest. Sound Transit will
reserve to itself a permanent, continuous, non-exclusive easement over, across
and through the K&R property, being transferred to the City's ownership, for the
benefit of Sound Transit and its public transit passengers for all purposes
necessary or incidental to providing "kiss -and -ride" parking, and vehicular and
pedestrian access to and from the parking lot and other public transportation
facilities and the public streets, sidewalks, bridges and passenger rail facilities in
the vicinity of the property.
G. The agreement between the parties contemplated that the City will process a
Right -of -Way Use Permit for the portion of the Alley that is identified as required
for access to or circulation of the K&R lot. The duration of the right-of-way Use
Permit shall be 50 years and may be renewed for an additional 50 years, on the
same terms and conditions, so long as the intended public use of the K&R lot
remains.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the sufficiency of which is hereby acknowledged, the Parties hereto agrees as
follows:
AGREEMENT
Recitals and Exhibits Incorporated. The background recitals set forth above and
the Exhibits attached to this Agreement are hereby incorporated as if fully set
forth herein.
2. Effect on Project Agreement. Except as may be set forth expressly herein, the
Project Agreement remains unchanged and remains a binding obligation among
Sound Transit, City and the County. Specifically, and without limitation, the
indemnity and hold harmless provisions of paragraph 13 and the dispute
resolution provisions of paragraph 17 shall govern the implementation of this
Agreement.
3. Obligations Satisfied. City and Sound Transit acknowledge that the Project
Components set forth in Exhibit A to the Agreement have all been constructed
with the exception of item B4, which is the K&R. City hereby acknowledges and
agrees that upon full performance by Sound Transit of its obligations set forth in
sections 7 and 8 below, Sound Transit has no outstanding financial obligations to
the City.
4. City Responsibilities to Construct K&R The City will carry out all necessary
tasks described in Paragraphs 1.4, 5, and 8 of the Project Agreement as Sound
Transit's responsibility to design and construct the K&R, including but not
limited to obtaining a right-of-way use permit within a portion of the Alley to
ensure Sound Transit's ongoing public use of the K&R, contracting for
completion of design work and contracting for construction. Sound Transit is
hereby released from these obligations.
4.1 Design. To facilitate this effort, Sound Transit will, concurrent with
execution of this agreement assign to the City rights to all existing design
materials that may be assigned and provide copies of such materials. City
shall thereafter complete such designs as necessary to carry out K&R
construction.
4.2 Construction. City shall complete construction of the K&R consistent
with all applicable laws and regulations. City may construct the K&R in a
manner to accommodate dumpster facilities for other adjacent land uses,
provided that the K&R shall be constructed and maintained to provide
adequate circulation of traffic and a minimum of 21 parking spaces.
5. Insurance. The City and Sound Transit agree to each obtain and keep in force
during the duration of this Agreement, public liability and property damage
insurance. The amount of coverage shall not be less than a single limit of
$1,000,000 for bodily injury, including death and property damage per
occurrence.
6. Indemnification. Washington State law shall govern the respective liability
between the parties to this Agreement for any loss due to property damage or
injury to persons arising out of the activities conducted pursuant to this
Agreement. To the extent allowed by law, each party shall defend, indemnify and
hold harmless the other party, its elected officials, employees and agents from and
against any and all suits, claims, actions, losses, costs, expenses of litigation,
attorney's fees, penalties, and damages of whatsoever kind or nature arising out
of, in connection with, or incident to any act of omission of the party, it's
employees, agents, and contractors in the exercise of the rights granted and
conveyed to the party by this agreement. This indemnification obligation shall
include, but is not limited to, all claims against the other party by an employee or
former employee of the party or its contractors and, as to such claims, the party
expressly waives, as respects the other party only, all immunity and limitation of
liability under Title 51 RCW,
City Responsibilities to Maintain and Operate K&R. Contrary to the provisions
of Section 9 of the Project Agreement, the City shall, at its own expense, operate
and maintain the K&R. The facility shall at all times be secure, well lit, safe,
inviting and attractive. The City shall ensure that any dumpster facilities
constructed or permitted within the K&R are regularly emptied and do not
constitute a nuisance or hazard to users of the K&R.
8. Pazking Management. City shall manage the K&R and shall at all times include a
meaningful mechanism to enforce pazking restrictions so that Sound Transit has
access to the K&R as described in the following table:
Day(s)
Time Frame
Sound
City of Auburn
Transit/Sounder
Share of Kiss -
Share of Kiss-&-
&-Ride Parking
Ride Parkin
Weekdays, including
Midnight to 4:30
0%
100%
weekday holidays
AM
Weekdays, including
4:30 AM to
100%
0%
weekday holidays
11:30 AM
Weekdays, including
11:30 AM to
50%
50%
weekday holidays
2:00 PM
Weekdays, including
2:00 PM to 7:00
100%
0%
weekday holidays
PM
Weekdays, including
7:00 PM to
50%
50%
weekday holidays
Midnight
Saturdays and
All Day
50%
50%
Sundays with
Sounder service
Saturdays and
All Day
0%
100%
Sundays without
Sounder service
During times that the K&R parking use is shared 50/50, the Sound Transit spaces
will be those on the south side of the lot toward the parking garage, and the City
spaces will be those on the north side toward the banquet hall. The parties also
agree that the City will provide appropriate signage and enforcement of K&R
spaces to ensure that they are available for each party's intended use as defined
above. The table above reflects the use allocation at such time that Sounder
commuter rail service expands to include mid -day trains later than 11:30 AM.
Until that time: a) Sound Transit shall have use of 100% of the K&R lot from 30
minutes before the first train aniving/departing Auburn Station in each weekday
AM and PM peak period until 30 minutes after the last train arriving/departing
Auburn Station in each peak period. It is a condition of this Agreement that these
windows of Sound Transit's use will increase in duration over time and as higher
frequencies of Sounder service are introduced, and that availability of parking for
transit patrons shall increase as provided in the table directly above, and b) On
weekend days with Sounder service, Sound Transit shall have use of 50% of the
K&R lot spaces from 30 minutes before the first train arriving/departing until 30
minutes after the last train arriving/departing Auburn Station. Parking
enforcement by the City shall include restricting parking duration in Sounder
spaces during Sounder operating hours to a period of 20 minutes. The City shall
install signs at the K&R lot that indicate periods of reserved commuter use, and
shall update such signs as reserved periods change upon approval of appropriate
ordinances by the Auburn City Council up to the ultimate allocation of use as
described in the table above.
9. Sound Transit's Financial Contribution. For construction of the K&R lot, Sound
Transit shall pay City a total of $117,000 as follows: Upon execution of this
Agreement by all parties, Sound Transit shall pay City $68,000. Within five (5)
business days after the K&R is fully open for commuter parking, Sound Transit
will pay the City the remaining balance. In addition, for previous station- related
development costs, and a street vacation request fee, Sound Transit shall pay the
City a total of $30,532.31 within 30 days of execution of this Agreement. Sound
Transit's total payment for the K&R construction, previous Project costs and
advance payment of any street vacation request(s) fee shall be $147,532.3L City
acknowledges and agrees that upon payment of the sums required in this
Paragraph 9, Sound Transit will have no further obligations with regard to
completion of the Project. This payment and conveyance of real property
interests described in Paragraph 8 will release Sound Transit from all further debts
to City including, but not limited to any payment for property related to the street
vacation requests.
10. Sound Transit Landscaping. In addition to Pazagraph 9, for• the design and
construction of certain outstanding landscaping within the commuter rail station
which is required to complete the west side parking lot development, Sound
Transit agrees to pay City for all costs required to complete the landscaping in
these areas per City Code requirements up to a total amount of $35,000. Should
the total cost for the actual design, estimated construction engineering, the actual
contract bid, and a 5% contingency for this landscaping work exceed the $35,000
at the time of bid opening, then Sound Transit may choose to increase the total
amount allowed or to reduce the work to be completed by the City. Should Sound
Transit choose to reduce the work to be completed by the City, Sound Transit will
complete the deleted work at Sound Transits own expense.
11. Sound Transit Conveyance of Property Interest. Within thirty (30) days after
execution of this Agreement, Sound Transit will convey to City a fee interest in
the real property legally described in Exhibit B (the "Property"), which is the
portion of the property owned by Sound Transit upon which the K&R is to be
constructed. The property will be conveyed by Statutory Warranty Deed and
shall be subject to a reserved perpetual easement for Sound Transit's use of the
K&R substantially in the form attached as Exhibit C.
12. City Conveyance of Right of Way Use Permit for Alley. Within thirty (30) days
after completion of the K&R construction, City will waive the required fee and
process a Right -of -Way Use permit for a duration of 50 years to Sound Transit for
the public use of a portion of the Alley for access to and circulation of the K&R
lot . The Right -of -Way Use permit shall be renewable for an additional 50 years
provided that the original intended public use of the portion of the Alley remains,
per this Agreement. The Right -of -Way Use permit shall be substantially in the
form reflected in Exhibit D to this Agreement.
13. Ownership of K&R. City will own the improvements constructed at the K&R.
'5703
14. Consideration. In exchange for Sound Transit's transfer and conveyance of the
Property (subject to Sound Transit's reserved perpetual easement), City is
providing Sound Transit with the full value of said assets and is performing
valuable services Sound Transit was required to perform under the Project
Agreement, including but not limited to the construction of the K&R
improvements, perpetual operations and maintenance of the K&R, and parking
management and enforcement at the K&R, together with conveyance of a
perpetual right to use the improvements constructed within the Alley. The mutual
benefits and satisfaction of the promises set forth in this Agreement constitute
adequate consideration and full value for the transfer and conveyance of the
Property.
15. Condition of Property. Sound Transit has performed environmental remediation
of certain known contamination on the Property, and continues to conduct limited
groundwater monitoring. Sound Transit reserves full right to any contribution
claims it may have against third parties for the costs of such remedial actions,
together with necessary rights of access to the Property to carry out remediation
activities or pursue contribution claims. Sound Transit conveys the Property to
the City without warranty or representation as to its condition and the City accepts
the Property "as -is".
16. Notices. The addresses set forth in paragraph 18c of the Project Agreement are
updated as follows:
TO SOUND TRANSIT: Mr•. Martin Minkoff, Director -Sounder Commuter Rail
Sound Transit
401 South Jackson Street
Seattle, WA 98104-2828
TO CITY OF AUBURN: Mayor Pete Lewis
25 W. Main Street
Auburn, WA 98001
17. Waiver. Neither payment by Sound Transit nor performance by City shall be
construed as a waiver of the other Party's rights or remedies against the other.
Failure by a Party at any time to require full and timely performance of any
provision of this Agreement shall not waive or reduce the Party's right to insist
upon complete and timely performance of such provisions thereafter.
18. Survival. The provisions of paragraphs 9, 10, 13, 14, 15 and 18 of the Project
Agreement and paragraphs 6, 9,10 and 12 of this Agreement shall survive a
termination of this Agreement.
19. Termination Provisions. City agrees that it may not exercise the termination
provisions of Section 16 of the Project Agreement with regard to the obligation it
has undertaken in this Agreement to construct the K&R.
20. Consultation. Appropriate designated representatives of the Parties shall consult
at least twice annually to review parking management, maintenance, parking
policies and procedures, and other issues that may arise and work cooperatively to
reach necessary resolutions, invoking the dispute resolution process set forth in
the Project Agreement if necessary, prior to bringing any legal actions.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement this _day
of March, 2004.
SOiIND TRANSIT
Joan M. ar
Its: Chief E e tive Officer
CITY OF
By: —
Peter B. &wis
Its: Manor
Office of Leal Couaeol
ADDrovod as to Form:
eyl
Concurring:
I' c��
Danielle E. Daskam, City Clerk
App v d as form:
1
niel B. He ity At orney
I{IIVG CpI�NT'Y D .P NT-OF �'l,2AL�5PORT�TIO�i,✓"
By:
Its:
AGREEMENT BETWEEN CITY OF AUBURN AND CENTRAL PUGET SOUND REGIONAL
PRANSIT AUTHORITY FOR THE DEVELOPMENT AND MAINTENANCE OF A KISS -AND -
RIDE PARKING LOT AND CONVEYANCE OF REAL PROPERTY INTERESTS
Agreement Between King County, City of Auburn and Central Puget Sound
Regional Transit Authority for the Planning, Design and Construction of the
Auburn Multimodal Transit Facility (October 26,1999)
LIST OF EXHIBITS
Exhibit 1.1(b) Commercial Tenant Area and City's Parking Spaces
Exhibit 1.1(e) Station, Parking Garage, Plaza, Plaza Tenant Area and Kiss and Ride
Spaces
Exhibit 1.1(0 Legal Description of Parking Garage and Plaza Property
Exhibit l.l(i) Parking Garage Operating Procedures
Exhibit 2.3 Plans and Specifications for Sound Transit's Work
Exhibit 2.5(c) Holidays
Exhibit 3.2(b) Parking Garage Operating Costs
Exhibit 4.2(c) Station Rules and Regulations
Exhibit 4.4(d) Exterior Wall Sign Criteria
-iv-
ad:ab:
RECITALS
A. CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY ("Sound
Transit") is a regional transit authority organized and existing under Chapters 81,104 and 81,112
of the laws of the State of Washington.
B. CITY OF AUBURN ("CityWashington municipal corporation and, in
connection with this Lease, is acting in its proprietary capacity.
C. King County ("King County") is a Washington municipal corporation.
D. King County operates a mass public transit system in King County, Washington
consisting primarily of buses. Sound Transit operates a high capacity public transit system in
Pierce, King, and Snohomish counties of the State of Washington consisting of buses and
commuter rail and intended to include light rail.
E. In 1999, Sound Transit, King County, and City made that Agreement Behveen
King County, City Of Auburn, And Central Puget Sound Regional Transit Authority For The
Planning, Design And Construction Of The Auburn Multimodal Transit Facility ("the
Agreement").
F. Pursuant to the Agreement, Sound Transit, King County, and City agreed to
jointly design, provide for the construction, and share the costs of development of a facility in the
downtown part of City to provide the public with facilities for access to and use of the public
transit facilities of Sound Transit and King County ("Station"). City's participation in such
development is intended in major part to further City's goal of rehabilitating its downtown by
acquiring parking spaces and developing space capable of being used for transit oriented retail,
Mice and dining use.
G. Sound Transit has acquired title or long term lease rights to the land on which the
Station is located and has constructed the Station, including a parking garage ("Parking Garage")
consisting of 6 floors with 562 parking spaces, 9 of which are designated as disabled parking
spaces. The ground floor of the parking garage has approximately 14,000 gross square feet of
space suitable for use by retail tenants ("Commercial Tenant Area"). Sound Transit has
constructed the Commercial Tenant Area as a "shell" with concrete floor and back wall but no
interior walls.
H. Pursuant to the Agreement, City contributed to the costs of development of the
Station by making $2,100,000 in improvements to streets in the vicinity of the Station. These
improvements were made to mitigate traffic impacts the Station will have and are properly
considered costs of development of the Station. Pursuant to the Agreement, City contributed
from Transportation Improvement Board and federal grants, an additional $1,802,323 toward the
costs of development of the Station, consisting of $400,000 for planning and approximately
$1,402,323 toward the costs of construction of a pedestrian bridge. The Agreement provided that
in exchange for these contributions, City world be entitled to lease the Commercial Tenant Area
and have exclusive use of 45 of the parking spaces in the Parking Garage.
-1-
zcvecs. i � ca:aroz
I. City has agreed to contribute an additional $2,106,196 to the costs of construction
of the Parking Garage for a total contribution by City of $6,008,519 to costs of development of
the Station. In exchange for this additional contribution, Sound Transit has agreed that City
would have (i) the exclusive use of an additional 135 of the parking spaces in the Parking
Garage, (ii) exclusive use of all other parking spaces in the Parking Garage during off-peak
hours, and (iii) other rights as set forth in Section 2.5 of this Lease.
J. By its Motion 2001-84 Sound Transit'8 Board of Directors authorized entry into
this Lease.
R. By its Resolution Nc 3278, City authorized entry into this Lease.
THEREFORE, for and in consideration of City's improvements and payments described
in Recital H, City's agreement to make the payments described in Recital H as provided in
Sections 2.3, and City's agreement to make the payments described in Article 3 and Section 5.4,
City's other covenants contained herein, and other good and valuable consideration, the receipt
and sufficiency of which Sound Transit acknowledges, City and Sound Transit make the
following Lease:
ARTICLE 1: BASIC TERMS
This Article 1 contains the Basic Temrs of this Lease between the Somtd Transit and
City. Other Articles and Sections of the Lease referred to in this Article 1 explain and define the
Basic Terms and are to be read in conjunction with the Basic Terms.
1.1 Definitiwts: In this Lease, the terms defined in this Section 1.1 have the meanings
specified below unless (lie context clearly requires otherwise. Other terms are defined in other
Sections of this Lease.
"City" is defined in Section 1.4.
(b) City's Parking Spaces. "City's Parking Spaces" means the 180 parking
spaces that are outlined on the drawings of the ground through the sixth floors of the Parking
Garage attached hereto as Exhibit 1.1(b).
(c) Commercial Tenant Area. "Commercial Tenant Area" means that part of
the interior of the ground floor of the Pazking Garage that is outlined and labeled as the
Commercial Tenant Area on the drawing of the ground floor of the Parking Garage that is
attached hereto as part of Exhibit 1.1(b).
(d) Common Areas. "Common Areas" means (i) the driving lanes of the
Parking Garage, (ii) the stairways and elevators of the Parking Garage, (iii) the elevator lobby,
the restrooms on the service corridor and accessible from the elevator lobby of the Parking
Garage, (iv) the trash area, truck delivery zone, vault room of the Parking Garage and (v) the
Plaza (defined below) except that during the terns of any sublease thereof by City those parts of
the Plaza Tenant Area (defined below) subleased by City as permitted by this Lease shall not be
part of the Common Areas.
-2-
36]f6511
�iI•Y6]
(e) Kiss and Ride Spaces. "Kiss and Ride Spaces" means those surface
spaces for motor vehicles at the Station north of the Plaza General Area that are outlined and
labeled as the Kiss and Ride Spaces on the copy of the site plan of the Station that is attached
hereto as Exhibit 1.1(e).
V) Leased Premises. "Leased Premises" is defined in Section 1.5. The legal
description of the Parking Garage and Plaza Property (as defined in Section 2.6) of which the
Leased Premises is a part is as set forth in Exhibit 1.1(t) attached hereto.
(g) Other Parking Spaces. "Other Parking Spaces" is defined in
Section 2.6(b).
(h) Operating Procedures. "Operating Procedures" means the procedures,
rules and regulations for use of the Parking Garage attached as Exhibit 1.1(i), and as they may
be changed frotn time to time by Sound Transit acting in its reasonable discretion after
consultation with City. Each such change shall be effective fifteen (15) days after the changed
Operating Procedures are received in writing by City. No such change shall unreasonably
interfere with City's use of City's Parking Spaces or, as permitted under this Lease, the Other
Parking Spaces.
(i) Parking Garage. "Parking Garage" means ttte parking garage at the
Station depicted on the copy of the site plan of the Station attached hereto as Exhibit 1.1(e), and
includes, but is not limited to, the Leased Premises.
(j) Plaza. "Plaza "means that part of the Station that is north of the Parking
Garage and is outlined and labeled as the Plaza on the copy of the site plan of the Station that is
attached hereto as Exhibit LI(e).
(k) Plaza Tenant Area. "Plaza Tenant Area" means that part of the Plaza
bounded by then L exterior wall of ttte Parking Garage, lines extended from and parallel with
the east and west exterior walls of the Parking Garage, and a line thirty feet north of and parallel
to the north exterior wall of the Parking Garage and is outlined and labeled as the Plaza Tenant
Area on the copy of the site plan of the Station that is attached hereto as Exhibit 1.1(e).
(1) Sound Transit. "Sound Transit" is defined in Recital A and Section 1.3.
(m) Station. "Station" is defined in Recital F, is depicted in the drawing
attached hereto as Exhibit 1.1(e) and includes all improvements that are a part of the Station,
including but not limited to the Leased Premises, the Parking Garage, the Plaza, platforms,
surface parking and loading areas, and roads.
(n) Tenn. "Initial Tenn," "Extended Term, "Term" and similar phrases are all
defined in Section 1.6.�
1.2 Date of Lease: June 26, 2002.
-3-
167P45.11 M/1No7
1.3 Landlord: CENTRAL PUGET SOUND REGIONAL TRANSIT
AUTHORITY, a regional transit authority organized under the laws of the State of Washington
("Sound Transit").
Address of Sound Transit: 401 South Jackson Street, Seattle, WA 98104-2826, which
shall be Sound Transit's address for notice purposes under Section 10.3 unless and until changed
according to the provisions of that Section,
IA Tenant: CITY OF AUBURN, a Washington municipal corporation ("City")
Address of City: 25 West Main Street, Auburn, WA 980014998, which shall be City's
address for notice purposes under Section 10.3 unless and until changed according to the
provisions of that Section.
1.5 Leased Premises: "Leased Premises" means the Commercial Tenant Area, the
City's Parking Spaces, and during the tern of any sublease thereof by City those parts of the
Plaza Tenant Area subleased by City as permitted by this Lease.
1.6 Lease Term: The "Initial Term" of this Lease is as provided in Section 2.1. City
shall have the option to extend the term of this Lease as set forth in Section 2.2 and "Extended
Term" means the term of this Lease as so extended from time to time, if and to the extent City
exercises one or more of such options. In this Lease, the terms "Lease Term," "Tenn," "Term of
this Lease," and phrases of similar import each means the Initial Tenn and, to the extent City
exercises its options to extend, the Extended Terms,
1.7 Permitted Uses: See Section 4.1. Notwithstanding any other provision of this
Lease, no use by City, its subtenants or licensees of all or any part of the Leased Premises or any
other part of the Station as to which City has the right to use or the right to grant a license or
other permit to use shall unreasonably interfere with Sound Transit's use of the Station for high
capacity public transit purposes.
L8 Charges Payable by City: See Sections2.3 (construction costs), 3.1 (utilities),
3.2 (operating costs), 3.3 (insurance premiums) and 5.4 (repair and maintenance).
ARTICLE 2: LEASE, LEASE TERM AND CITY PAYMENTS
2.1 Lease of Property for Initial Lease Term. On the terms, conditions and
covenants herein set forth, Sound Transit leases the Leased Premises to City, and City leases the
Leased Premises from Sound Transit, for the Lease Term. The Initial Lease Term is for the
period beginning on the Commencement Date and ending on the earlier of (a) ninety-nine years
thereafter or (b), if applicable, such earlier time as the end of the useful life of the Parking
Garage. The "Commencement Date" is the date on which this Lease has been fully executed by
the City and Sound Transit. When the Commnencement Date has been determined, then promptly
after the request of either of them, City and Sound Transit shall mutually execute, acknowledge
and deliver to one another duplicate originals of a written agreement confirming the date which
is the Commencement Date.
-4-
16)ebb11 M�1EroJ
2.2 City's Options to Extend. Provided that at the time each Extended Term would
commence City is not in material default beyond any applicable period for cure under this Lease,
City shall have the option to extend the Term of this Lease for successive period of ninety-nine
(99) years each. Each of City's Extended Terms, if any, shall begin on the day after the
expiration of the Initial Lease Tenn or, if applicable, the day after the preceding Extended Term
and shall end on the earlier of (a) ninety-nine years thereafter or (b), if applicable, such earlier
tune as the end of the useful life of the Parking Garage. City shall exercise its option to extend
by written notice to Sound Transit given not later than six months before the end of the current
Term. The terms and conditions of this Lease during each Extended Term shall be on all the
same terns and conditions of this Lease as for the Initial Term,
2,3 Sound Translt's Work. Sound Transit has constructed the Parking Garage, its
sidewalks, utilities, and amenities and the Plaza ("Sound Transit's Work") according to the plans
and specifications listed in or otherwise identified according to Exhibit 2.3 attached hereto (the
"Plans" and "Specifications.'). Promptly after execution of this Lease Sound Transit shall deliver
to City one copy of "as -built" Specifications and one blueprint copy and one reverse mylar sepia
copy of "as -built" Plans for the Parking Garage and the Plaza. Sound Transit warrants that it has
constructed the Parking Garage and the Plaza according to the Plans and Specifications, in good
and workmanlike manner and in compliance with all applicable laws, ordinances, rules and
regulations of governmental authorities with jurisdiction, including but not limited to City acting
in its governmental capacity. At its sole expense, Sound Transit shall promptly correct (i) all
material defects in design of the Parking Garage or the Plaza; (ii) all material defects in materials
and workmanship of Sound Transit's Work and (iu) all failures to conform to the Plans and
Specifications or to governmental requirements therefor, which defects or nonconformities are
discovered within one year after the Commencement Date. Sound Transit and City shall each
give the other prompt written notice after discovering any such defect or nonconformity. City
shall reimburse Sound Transit $2,106,196 of the costs of construction of the Parking Garage.
Such reimbursement shall be payable in three equal installments of $702,065.33 each, without
interest, as follows: (a) the first installment within thirty (30) days after the Commencement
Date; (b) the second installment one year after the Commencement Date; and (c) the third
installment two years after the Commencement Date,
2.4 Delivery; Early Occupancy; Delav in Commencement.
(a) On the Commencement Date, Sound Transit shall deliver to City, and City
shalt take possession of, the Leased Premises. On or before the Commencement Date, Sound
Transit shall deliver to the City any keys, access codes and operating instructions necessary for
City's access to the Leased Premises.
(b) City was permitted early occupancy of the City's Parking Spaces
beginning on January 28, 2002 and shall pay its forty percent share of utilities and operating
costs of the Parking Garage under Sections 3.1 and 3.2 beginning on that early occupancy date.
Except for such payments, City shall have no obligation under this Lease to make any payments
of money otherwise required of it under this Lease until the Commencement Date has occurred
and, upon such occurrence, no payments of money shall be required of City under this Lease on
account of any period of time before the Commencement Date.
-5-
i6]865-II
�laPo1
2.5 City's Additional Rights. In addition to the City's rights to the Leased Premises,
the City shall also have, and Sound Transit grants to City, the following rights for (he Lease
Term:
(a) Common Areas. City, its licensees and invitees shall have the non-
exclusive right with others designated by Sound Transit to the free use of the Common Areas for
the intended and normal uses of such areas. Sound Transit has the right to change the Common
Areas provided that the change or changes (i) do not interfere with access to or use of the Leased
Premises by City, its subtenants and licensees, and their invitees and contractors and (ii) do not
interfere with exercise of any of City's other rights under this Lease.
(b) Kiss and Ride Spaces. Sound Transit shall not use and shall not permit
others (except City) to use the Kiss and Ride Spaces for parking vehicles or for any use except as
an area for loading and unloading Sound Transit's customers. City may use and may permit
others to use the Kiss and Ride Spaces as parking spaces (i) all day on weekends and holidays
and (ii) Monday through Friday except between the hours of 6:00 a.m. and 9:00 am and 4:00
p.m. and 6:00 p.m. Notwithstanding the preceding, on days when Sound Transit operates one or
more special events trains, City may not use and may not permit others to use the Kiss and Ride
Spaces during the period beginning one hour before the first such special event train is.scheduled
to leave the station and ending when the last such special event train actually leaves the Station.
(c) Other Parking Spaces. In addition to City's Parking Spaces, City shall
have the nonexclusive license to use all other parking spaces in the Parking Garage ("Other
Parking Spaces") on a fast -come, first -served basis from the following times until the Parking
Garage is closed for the day to use by the public for parking motor vehicles: (i) on those days on
which Sound Transit operates one or more special events trains (for example and not by way of
limitation those operated to offer transit services for sporting events), from the time the last
special events train or other special events transit service operated by Sound Transit of that day
actually leaves the Station; (ii) except as provided in item (i), on week days from the time the last
train or other transit service operated by Sound Transit actually leaves the Station; and
(iii) except as provided in item (i), at all times during Saturdays, Sundays, and holidays.
"Holidays" means those days which are listed on Exhibit 2.5(c), Sound Transit shall provide to
City its schedule of regular Sound Transit trains and all changes to such schedules promptly after
such schedules and changes are available. Sound Transit shall exercise its best efforts to give
City not less than thirty (30) days' prior notice of the schedules for special events trains. City
shall use the Other Parking Spaces consistent with the Operating Procedures. If City charges the
users any fees for use of the Other Parking Spaces, then Sound Transit shall be entitled to one-
half of City's net revenue from such charges. "City's net revenue" is that amount, if any, by
which the suns collected exceed (a) all taxes included within such collections (including any
taxes imposed by the City) plus (b) City's out-of-pocket costs incident to use of the Other
Parking Spaces (such as, but not limited to, those of operating and security personnel).
(d) Special Events. City may request die right to use all or a portion of the
Plaza, for itself or third persons for special events. Sound Transit shall grant such right provided
that the requested use is consistent with Sound Transit's reasonable written policies for public
use of the Plaza in effect at the time of the request and that (lie proposed use will not
wucasonably interfere with the rise of the Station for public transit purposes. "Special events"
-6-
16)86511
OM6ro2
include but are not limited to street fairs. City shall give Sound Transit not less than thirty (30)
days prior written notice of each special event proposed to be held in the Plaza. If Sound Transit
determines the special event is inconsistent with its policies or would unreasonably interfere with
Sound Transit's use of the Station for public transit purposes, Sound Transit shall so notify City
not later than seven (7) days after receipt of City's request. At its expense, City shall provide,
perform or cause to be performed all security, maintenance, set up, take -down, appropriate
cleaning and refuse pickup. and all other services required or desired by City and those
reasonably required by Sound Transit for each special event, both during the special event and
promptly after the end of each special event authorized under this Section 2.5(d). Any damage to
the Plaza suffered during such special event shall be repaired by City at its expense unless
(i) caused by Sound Transit or its customers, contractors, invitees or licensees in which case
Sound Transit shall repair such damage at its expense or (ii) caused by an occurrence that is
unrelated to the special event. If City derives any revenue from a special event wider this
Section and such revenue exceeds City's costs of the special event, then unless otherwise agreed
Sound Transit shall be entitled to fifty percent (501/o) of such excess in exchange for City's use of
the Plaza for such special event. For such purposes, City's "revenue" means those charges
collected by City from third parties in exchange for use of the Plaza or part thereof during the
special event and does not include derivative benefits such as tax revenues and City's "costs"
includes overhead such as but not limited to the salaries, wages and benefits paid to City's
employees reasonably allocable to the amount of time spent by them in connection with the
special event. On Sound Transit's request, City shall permit Sound Transit to inspect and copy
City's books and records related to a special event.
(e) Elevator Lobby. The Commercial Tenanf Area includes a room adjacent
(in this Section called the adjacent room") to the east interior wall (in this Section called "the
interior wall") of the ground floor elevator lobby of the Parking Garage (in this Section called
"the lobby"), The interior wall consists in part of windows through which part of the adjacent
room is visible from the lobby. Access to the adjacent room is by a door in the interior wall.
City intends to use, and to grant licenses to third parties who are governmental agencies or
nonprofit entities to use, a part of the adjacent room to install, maintain, and change from time to
time wall units and floor cases to display photographs, papers, artifacts, and other items of
historical interest and/or to display works of art, which displays may be seen from the lobby
through the windows in the interior wall. To the extent Sound Transit wishes from time to time
to participate in such displays or to add its own historical or art displays in such adjacent room,
City and its licensees will reasonably cooperate with Sound Transit in such matters. City intends
to sublease or otherwise license to a financial institution the remainder of the adjacent room for
installation, repair, replacement, maintenance and use of an automated teller machine or other
device for persons to electronically conduct banking business. City shall have the right to make,
and the right to permit such a financial institution to make, appropriate openings in the exterior
wall of the Parking Garage and/or in the interior wall for installation of such a machine or
device, So long as City desires to make the uses of the adjacent room that are described in this
paragraph, Sound Transit shall not, and shall not permit anyone else to, obstruct the view through
the windows of the interior wall into the adjacent room or access into the adjacent room through
the door in the interior wall. The preceding sentence does not apply to temporary obstructions
required by routine maintenance or repairs or to any obstructions required by emergency. The
provisions of this Section control over any inconsistency with the provisions of Section 2.5(a).
]61863.11 frt20.bi
(f) Sidewalk Vendors and Kiosks. Sound Transit shall not lease, license or
otherwise grant the right to use any part of the Plaza to any person ("sidewalk vendor") to offer
any goods or services for sale or other distribution to the public from a cart, kiosk, or other
temporary or permanent facility which goods or services are the same or competitive with those
offered for sale or other distribution to the public by any of City's subtenants or licensees of the
Commercial Tenant Area. The preceding does not apply to vending machines for beverages or
snacks or other devices for the sale or free distribution of newspapers or other periodicals. In
addition, the preceding does not apply to leases, licenses or other rights granted to a competing
sidewalk vendor before the City's sublease was made or license granted ("existing sidewalk
vendor"), but in such cases, Sound Transit shall not renew or extend a competing existing
sidewalk vendor's lease, license or other right during the tern of the sublease or license of the
City's subtenant or licensee and, if the lease, license or other right granted by Sound Transit to
the competing existing sidewalk vendor is terminable by Sound Transit without cause and
without payment of money, then Sound Transit shall terminate such lease, license or other right
according to the terns for such termination. If the competing existing sidewalk vendor's rights
are terminable without cause by Sound Transit but conditioned on Sound Transit's payment of
money, then Sound Transit shalt terminate such rights on City's request and City's agreement to
make such payment.
(g) Plaza Tenant Area. City shall have the right to grant its subtenants and
licensees of retail space along the north side of the Parking Garage the right to exclusive use of
that part of the Plaza Tenant Area adjacent to their subleased or licensed premises but only for
use in connection with the business conducted by such subtenant or licensee in such subleased or
licensed premises. Such uses may include, but shall not be limited to, outdoor seating areas for
restaurants and coffee shops and displays of merchandise. Notwithstanding the provisions of the
first sentence of this Section, no use by City's subtenants or licensees shall unreasonably interfere
with, and City's subtenants and licensees shall pemtit, concurrent use of the Plaza Tenant Area
by the public for pedestrian access in, about, and through the Plaza. In addition, the provisions
of this Section are applicable for the limited term of ten (10) years beginning with the
commencement date of this Lease. Begirming six (6) months before the end of -such limited
tOrin, City and Sound Transit shall negotiate in good faith concerning the tents and conditions
on which such limited term shall be extended. Sound Transit shall not unreasonably refuse or
condition such extension.
(h) Vertical Shafts and "Roof Top" Equipment and Devices. With Sound
Transit's prior approval as to purpose, location, plans and specations, City's subtenants of all
or part of the Commercial Tenant Area may install in existing (and any future) vertical shafts in
the Parking Garage and on any of the second through the top floors of the Parking Garage
mechanical equipment, antennae and other devices for venting odors and smoke from space in
the Commercial Tenant Area or for communications and electronic data -transfer, including
cables, ducts, filters, fans and other appropriate associated items to enable rise of such equipment
or devices in the space rented by them in the Commercial Tenant Area and for use in connection
with the subtenant's primary business or other operations conducted in such space (so long as
such primary business is not provision of telecommunications services). Sound Transit shall not
unreasunably refuse, condition or delay such approval but may consider, among other things: W
whether use of the proposed equipment or devices for communications or data -transfer purposes
would interfere with any of Sound Transit's similar equipment at the Station; (ii) whether the
-8-
ze�aes.i � [wznroz
proposed location, plans and specifications provide reasonable enclosures or screening from
view for aesthetic purposes and for noise suppression and safety; (iii) whether such equipment or
devices would unreasonably interfere with the primary use of the floor of the Parking Garage for
motor vehicle parking; and (iv) and the manner in which such equipment or devices (and
associated screening or enclosures) are to be attached to the structure of the Parking Garage.
With regard to subpart (iii), such use shall not be considered to unreasonably interfere merely
because one or more parking spaces are lost to such equipment, devices or associated screening
or enclosures if the spaces lost are some of City's Parking Spaces or, if not, City permits Sound
Transit to use without charge the same number of City's Parking Spaces as are lost while such
equipment or other devices and any associated screening or enclosures are in place. If Sound
Transit's approval is granted to installation and use of any such equipment or devices, City's
subtenants shall: (v) obtain all necessary permits for installation thereof and otherwise conform
to all requirements of Law for installation and use thereof; (vi) maintain, service, repair and
replace such equipment or other devices and any associated screening and enclosures so that they
are at all times in good working order; (vii) at the end of the term of the subtenant's sublease of
its space in the Commercial Tenant Area, remove the equipment or devices and all associated
screening, enclosures and other things installed in connection therewith and restore all affected
parts of the Parking Garage as reasonably as practical to the condition immediately before such
installation; and (viii) pay when due all costs of the foregoing. City shall be responsible for such
removal and restoration if City's subtenant fails to do so when required.
2.6 City's Option To Purchase. If at any time during the term of this Lease (as it
may be extended) Sound Transit decides to cease using the Station for public transit purposes
and its governing body authorizes disposition of the Parking Garage and Plaza, then City shall
have the option to purchase the Parking Garage and the Plaza, the real property on which such
improvements are located, and all other improvements located on, in or over such real property
(in this Section 2.6 collectively called "the Parking Garage and Plaza Property" and legally
described in Exhibit 1.1(0 attached hereto) on the terms and conditions specified in this Section
2.6 ("City's Option"). If City's Option is exercised, then the purchase price for the Parking
Garage and the Plaza shall be the fair market value of the Parking Garage and Plaza Property as
encumbered by the City's interest in such property under this Lease as such fair market value is
determined in accordance with subsection (b) of this Section 2.6. City's Option expires when the,
Term of this Lease expires unless before then by appropriate action of Sound Transit's governing
body Sound Transit decides to cease such use of the Station and to dispose of its interest in the
Parking Garage and Plaza Property. If such action is taken before expiration of the Tetra of this
Lease, then City's Option survives such expiration, subject however to the time limits specified
in this Section 2.6.
(a) Preliminary Notices. Promptly after Sound Transit's governing body
decides to cease use of the Station for public transit purposes and to dispose of fire Parking
Garage and Plaza Property, Sound Transit shall give City written notice of Sound Transit's
decision and the anticipated date that such use will cease ("Sound Transit's Cessation Notice").
Within sixty (60) days after receiving Sound Transit's Cessation Notice, City shall give Sound
Transit written notice of City's preliminary intention to exercise its option to purchase the
Parking Garage and Plaza Property ("City's Notice of Intent"), If City's Notice of Intent is not
timely given, then City's Option shall expire.
-9-
24)F65.11 - Od 16'02
(b) Determination of Price. If City's Notice of Intent is timely given, then the
purchase price for the Parking Garage and Plaza Property pursuant to City's Option, if exercised,
shall be determined as provided in this Section 2.6(b).
(1) During the period of forty-five (45) days beginning with the day
after City's Notice of Intent is given, City and Sound Transit shall negotiate in good faith in an
effort to agree in writing upon the amount of the purchase price. If agreement is not made in
writing within such forty-five day period, then the fair market value of the Parking Garage and
Plaza Property as encumbered by City's interest in such property under this Lease shall be
determined as provided in Section 2.6(b)(2) and the purchase price for Parking Garage and Plaza
Property pursuant to City's Option, if exercised, shall be that amount that is equal to such fair
market value.
(2) Within sixty (60) days after City's Notice of Intent is given, each of
City and Sound Transit shall select an appraiser and the two appraisers shall independently
determine and make their written report to each other and to each of City and Sound Transit of
the appraiser's opinion of the fair market value of the Parking Garage and Plaza Property as
encumbered by City's interest in such property under this Lease. If within ten (10) days after the
last of such reports is delivered, the two appraisers agree on such fair market value, then the two
appraisers shall report such agreement in writing to City and Sound Transit and the fair market
value of the Parking Garage and Plaza Property as so encumbered shall be the sum so agreed, If
the two appraisers do not so agree within such period and if their written opinions of such value
are within -five percent of the lowest of them, then the fair market value of the Parking Garage
and Plaza Property as so encumbered shall be that amount determined by adding the two
opinions together and then dividing by two. If the two appraisers' opinions are not within such
five percent tolerance then within twenty (20) days after the last of their reports were delivered to
City and Sound Transit, these two appraisers shall select a third appraiser who shall
independently (but with the benefit of the reports of the first two appraisers) determine and make
its written report to each of City and Sound Transit of the third appraisers opinion of the fair
market value of the Parking Garage and Plaza Property as so encumbered, in which case such
fair market value shall be that amount determined by the third appraiser except that such fair
market value shall not be greater than the highest, nor lower than the lowest, of the fair market
value as determined by the two appraisers first selected under this Section 2.6(2).
(i) If City does not select an appraiser, if Sound Transit does
not select an appraiser or if the first two appraisers do not select a third, all as required and by the
fine specified in Section 2.6(b)(2), then on application the appraiser may be selected by the then
president of the chapter of the American Institute of Appraisers (or its successor organization)
whose area includes King County, Washington or on such person's failure to act within ten (10)
days after the application, by the superior court of King County, Washington. If the failure of
selection is by City, the application for appointment may be made by Sound Transit. If the
failure of selection is by Sound Transit, the application for appointment may be made by City. If
the failure of selection is by the first two appraisers, then the application for appointment may be
made by either or both of City and Sound Transit.
(ii) All appraisers selected or appointed under Section 2.6(b)(2)
shall deliver their written reports not later than thirty (30) days after their respective selection or
-10-
:aveasu eRnaroi
appointment. All appraisers selected or appointed under Section 2.6(b)(2) shall have been a
member of the American Institute of Appraisers (or its successor organization) for not less than
the period of fifteen (15) years preceding selection or appointment and regularly (not necessarily
exclusively) engaged in the profession of appraising the fair market value of improved
commercial real property in King County, Washington for not less than the period of ten (10)
years preceding selection or appointment.
(iii) City shall pay the costs and fees of the appraiser selected
by or appointed for it and, if a third appraiser is appointed, one-half the fees and costs of the third
appraiser. Sound Transit shall pay the costs and fees of the appraiser selected by or appointed
for it and, if a third appraiser is appointed, one-half the fees and costs of the third appraiser. City
and Sound Transit shall bear their own costs and fees, including those of attorneys, witnesses,
and consultants of any application made for appointment of an appraiser tinder Section
2.6(b)(2)(i).
If agreed according to subpart (1) of Section 2.6(b), the purchase price as so agreed for the
Parking Garage and Plaza Property is binding and conclusive on City and Sound Transit and all
other persons having any interest in the premises. If determined according to subpart (2) of this
Section 2.6(b), the fair market value of the Parking Garage and Plaza Property as encumbered by
the City's interest in such property under this Lease as so determined and the purchase price
being equal to such value as provided in Section 2.6(a), are binding and conclusive on City and
Sound Transit and all other persons having any interest in the premises.
(c) Notice of Exercise. City may exercise City's Option by written notice to
Sound Transit ("City's Notice of Exercise") given not later than sixty (60) days after the purchase
price of the Parking Garage and Plaza Property has been agreed or determined as provided in
Section 2.6(b). If City's Notice of Exercise is not timely given then City's Option shall expire.
(d) Closing. If City's Notice of Exercise is timely given, then the purchase and
sale of the Parking Garage and Plaza Property shall be closed as provided in this Section 2.6(d).
(1) The purchase and sale of the Parking Garage and Plaza Property
shall be closed in escrow with the title company selected by City as provided in subpart (A) of
this Section 2.6(d) acting as the escrow agent at such title company's office in (and, if none,
nearest to) downtown Seattle, Washington. Closing shall occur on the later of (i) sixty (60) days
after City's Notice of Exercise is given or (ii) thirty (30) days after any required segregation
wider subpart (7) of this Section 2.6(d) is accomplished.
(2) At closing, City shall pay the purchase price of the Parking Garage
and Plaza Property in full, in cash and Sound Transit shall deliver to City a statutory warranty
deed for the Parking Garage and Plaza Property conveying such property to City free and clear of
all encumbrances, claims, defects, liens and other defects in title except: (i) those of City's
subtenants and licensees, if any; (ii) utility and other easements that do not materially interfere
with use of the Parking Garage and Plaza Property; and (iii) rights reserved in federal patents or
state deeds.
]6)865.11
M126Po1
(3) At closing, the following shall be prorated and adjusted between
the parties as of the date of closing; (i) Sound Transit's share under the terms of this Lease of the
charges for utilities and operating costs of the Parking Garage and Plaza; (ii) rents and other
charges payable by third parties to Sound Transit for use of parking spaces in or any other part of
the Parking Garage (except the Leased Premises); and (iii) sums payable under agreements that
are assigned to City as provided in Section 2.6(d)(6).
(4) At closing, Sound Transit shall provide and pay for an extended
form of owner's policy of title insurance insuring City as the owner of the Parking Garage and
Plaza Property with no exceptions other than those provided in subpart (2) of this Section 2.6(d)
and such other exceptions and exclusions as are included in the title company's printed form of
policy jacket. The policy limits of such policy shall be equal to the purchase price to be paid by
City for the Parking Garage and Plaza Property. The title policy shall be issued by such title
insurance company as City selects in its discretion.
(5) City shall pay the following costs of the closing: the costs of
recording the deed, one-half the title company's fees and costs for acting as escrow agent, and, if
applicable, City's net share of the prorations described in subpart (3) of this Section 2.6(d).
Sound Transit shall pay the following costs of the closing: the title company's premium for the
title policy described in subpart (4) of this Section 2.6(d), one-half the title company's fees and
costs of acting as escrow agent, and, if applicable, Sound Transit's net share of the prorations
described in subpart (3) of this Section 2.6(e) and the costs of any survey required by the title
company as a condition to issuing the extended form of owners policy of title insurance.
(6) At closing, Sound Transit shall terminate all licenses, permits,
leases, and other contracts with third parties to provide services to the Parking Garage and Plaza
Property or to use any part of such Property except the Leased Premises (in this Section 2.6(d)
collectively, "agreements") that are terminable without cause and without payment of money,
except any that City elects to have assigned to City at closing. At closing, Sound Transit shall
assign to City such agreements that City elects to have assigned to it under the preceding
sentence and such other agreements that are not terminable without cause and without payment
of money, and City shall assurne and agree to perform (and indemnify and defend Sound Transit
against claims and liabilities on account of or arising front) Sound Transit's obligations under the
agreements that are assigned to City to the extent such obligations first accrue on and after the
date of closing. Sound Transit shall perform (and indemnify and defend City against claims and
liabilities on account of or arising from) the obligations in connection with such agreements to
the extent such obligations accrue before the date of closing. At closing, Sound Transit shall
deliver to City copies of all agreements assigned to City under this subpart (including but not
limited to all amendments and modifications thereof) and of all Sound Transit's records relating
thereto. The assignments and assumptions described in this subpart shall be in form and
substance reasonably satisfactory to City, Sound Transit and their respective legal counsel.
(7) If a short plat, boundary adjustment or other subdivision or
segregatiot of the Parking Garage and Plaza Property is required in order for such property to be
legally conveyed to City, then the parties shall cooperate with one another in order to accomplish
such segregation as promptly as practical after City's Notice of Exercise is given. City and
Sound 'Transit shall each pay one half the fees and costs of such segregation, including but not
}6l$65.11
limited to those of engineers, surveyors and other professionals engaged to accomplish the
segregation and the usual fees of the applicable governmental authorities with jurisdiction
(including but not limited to City) incident to applying for, processing, and accomplishing such
segregation. If a survey is reasonably required in order to prepare an accurate legal description
of the Parking Garage and Plaza Property, then Sound Transit, after consultation with City, shall
select the surveyor and City and Sound Transit shall each pay one-half the fees and costs of the
surveyor for making such survey and preparing such description. I£ the title company requires a
survey as a condition to its willingness to issue an extended form of owner's policy of title
insurance, then Sound Transit shall pay the costs of such survey or, as applicable, the additional
costs required to upgrade any survey otherwise provided in this subpart (7) to the standards
required by the title company as a condition to issuing such extended form of owner's policy.
(e) Sound Transit's Option, If City has but does not exercise City's Option, then
Sound Transit shall have the option ("Sound Transit's Option") to purchase City's leasehold
interest under this Lease in the Parking Garage and Plaza Property ("City's Leasehold Interest ")
for a purchase price equal to the fair market value of City's Leasehold Interest. Such fair market
value shall be determined in the manner and within the time periods specified in Section 2.6(b)
for the purposes of determine the fair market value of the Parking Garage and Plaza Property as
encumbered by the City's interest in such property under this Lease. Sound Transit shall give
City written notice of Sound Transit's preliminary intention ("Sound Transit's Notice of Intent")
to exercise Sound Transit's Option not later than sixty (60) days after the earliest of the following
to occur: (i) the time for City to timely give City's Notice of Intent under Section 2.6 (a) expires
without such notice having been given; or (if) the time for City to timely give City's Notice of
Exercise under Section 2.6(c) expires without such notice having been given. If Sound Transit's
Notice of Intent is timely given, Sound Transit may exercise Sound Transit's Option by written
notice to City ("Sound Transit's Notice of Exercise") given not later than sixty (60) days after the
fair market value of City's Leasehold Interest has been determined. Sound Transit's'Option shall
expire on the earlier of the following to occur: (i) Sound Transit does not timely give Sound
Transit's Notice of Intent; or (ii) Sound Transit does not timely give Sound Transit's Notice of
Exercise. If Sound Transit exercises Sound Transit's Option, then Sound Transit's purchase of
City's Leasehold Interest shall be closed as follows:
(1) Closing shall occur on or before sixty (60) days after Sound Transit's
Notice of Exercise is given.
(2) At closing, Sound Transit shall pay the purchase price of City's
Leasehold Interest in full, in cash and City shall execute and deliver to Sound Transit an
assignment thereof. Such assignment shall be in form reasonably acceptable to Sound Transit
and shall be sufficient for Sound Transit to obtain an owner's standard policy of title insurance
for the Parking Garage and Plaza Property having no exception for City's Leasehold Interest (but
subject to any agreements assigned to Sound Transit as provided in the next subpart).
(3) At closing, City shall terminate all subleases, licenses, permits, leases,
and other contracts with third parties to provide services to or use all or any part of the Leased
Premises (in this Section 2.6(e) collectively, "agreements") that are terminable without cause and
without payment of money, except any that Sound Transit elects to have assigned to Sound
Transit at closing. At closing, City shall assign to Sound Transit such agreements that Sound
-13-
36)E65.11 06116b3
Transit elects to have assigned to it under the preceding sentence and such other agreements that
are not terminable without cause and without payment of money, and Sound Transit shall assume
and agree to perform (and indemnify and defend City against claims and liabilities on account of
or arising from) City's obligations under the agreements that are assigned to Sound Transit to the
extent such obligations first accrue on and after the date of closing. City shall perform (and
indemnify and defend Sound Transit against claims and liabilities on account of or arising from)
the obligations in connection with such agreements to the extent such obligations accrue before
the date of closing. At closing, City shall deliver to Sound Transit copies of all agreements
assigned to Sound Transit under this subpart (including but not limited to all amendments and
modifications thereof) and of all City's records relating thereto. In addition, at closing, City shall
deliver to Sound Transit fully executed estoppel certificates from each subtenant, licensee or
permittee of an agreement that is assigned to Sound Transit as provided in this subpart. The
assignments, assumptions, and estoppel certificates described in this subpart shall be in fort and
substance reasonably satisfactory to City, Sound Transit and their respective legal counsel;
provided, however, the estoppel certificates shall not require the subtenant, licensee or peimittee
from stating as fact any matter as to which such person does not have knowledge.
(4) At closing, the following shall be prorated and adjusted between the
parties as of the date of closing: (i) City's share under the terms of this Lease of the charges for
utilities and operating costs of the Parking Garage and Plaza; (ii) rents and other charges payable
by third parties to City under any sublease, license or permit for use of all or any part of City's
Parking Spaces or for use of all or any part of the Commercial Tenant Area or Plaza Tenant
Area; and (iii) sums payable under agreements that are assigned to Sound Transit as provided in
Section 2.6(e)(3). Inn addition, City shall at closing deliver to Sound Transit (or, at Sound
Transit's option) allow as a credit against the purchase price of City's Leasehold Interest, the
amount, if any, of any security or other deposits from third parties held by City under any
sublease, license, or permit affecting all or any part of the Commercial Tenant Area or City's
Parking Spaces.
2.7 Termination; Advance Pa 'rents. Upon expiration or termination of this Lease
under any provision of this Lease or of law (including but not limited to closing of City's
purchase under Section 2.6), Sound Transit shall refund or credit to City any advance payments
made by City under this Lease that are applicable or attributable to any period of time alter the
effective date of expiration or termination, excluding payments made under Section 2.3.
ARTICLE 3: CHARGES PAYABLE BY CITY
3.1 Utilities. City shall pay, or cause its subtenants and licensees to pay when due,
directly to the appropriate supplier, the cost of all namral gas, heat, light, power, server service,
water, refuse disposal and other utilities supplied to the Commercial Tenant Area, Sound Transit
shall cause such services to be separately metered or otherwise separately charged to such Area.
City may install or cause the service providers to install additional meters or other devices to
monitor usage so that charges for the services consumed by City's individual subtenants and
licensees may be billed directly to or properly allocated among them. Sound Transit shall pay
when due the costs of natural gas, heat, light, power, sewer service, water, refuse disposal and
other utilities provided to the remainder of the Parking Garage and the Station (including but not
limited to those in the Plaza during a special event but excluding those utilities provided to the
-]4-
1W36D2
Commercial Tenant Area). City shall reimburse Sound Transit forty percent (40%) of the costs
of such utilities and services to the Parking Garage within sixty (60) days after receipt of Sound
Transit's invoice therefor, which invoice shall be accompanied by copies of the underlying
billings from the providers. Sound Transit shall render such invoices regularly and, in any case,
not less frequently than once each three months.
3.2 Parking Garage Operations.
(a) Sound Transit's Obligations. In consultation with the City, Sound Transit
shall operate the Parking Garage (except the Commercial Tenant Area) consistent with Sound
Transit Operating Procedures and during Sound Transit Operating Hours only. Such operations
shall include, but not be limited to establislring and observing procedures, installing and
maintaining signs, markings and devices, employing such personnel and/or contracting with such
third party providers, and supervising the performance of such employees and contractors all as
are reasonably intended to provide security for the Parking Garage and users thereof and
maintain a clean and safe environment. For the purpose of this Section 3.2(a) and Section 3.2(b),
"City's Parking Spaces" include the Other Parking Spaces during those periods that City is
entitled to use of the Other Parking Spaces under Section 2.5(a). At its election from time to
time, City may notify Sound Transit that it wishes to extend the operating hours of the Parking
Garage by either or both opening the Parking Garage earlier or closing the Parking Garage later_
than Sound Transit Operating Hours. In such event, the City shall notify Sound Transit no less
than 14 days in advance and Sound Transit will arrange with its staff or contractors to operate
and provide security for the Parking Garage during the requested time period, except that, with
Sound Transit's prior approval as to the appropriate level of security, City may provide security
during the extended hours through hiring commissioned police officers. • Sound Transit shall
have no liability to City for damages, losses or personal injury that occur daring times that are
not Sound Transit Operating Hours, including but not limited to during extended operating hours
requested by City.
(b) Costs of Operations: Sound Transit shall pay when due the costs of
operating the Parking Garage, including but not limited to the costs of the measures, personnel,
and contractors described in Section 3.2(a) and as further detailed in Exhibit 3.2(b). For
employees of Sound Transit, such costs include those for benefits. City shall reimburse Sound
Transit forty percent (40%) of such costs allocable to Sound Transit's Operating Hours, and one
hundred percent (100%) of such costs allocable to extended hours requested by City. Such
payment shall be made within sixty (60) days after receipt of Sound Transit's invoice therefor,
which invoice shall be accompanied by a statement in reasonable detail of the amount and
purpose of each of the various items of cost, copies of any underlying billings from third parties
and other reasonable evidence of the amount, purpose and allocation between Sound Transit and
City of the various items of cost. Sound Transit shall render such invoices regularly and, in any
case, not less frequently than once each three months. City shall have the right on demand to
inspect and copy Sound Transit's books and records concerning operation of the Parking Garage
and, if applicable, the books and records of any third party contractor engaged by Sound Transit
to provide goods or services in connection with operation of the Parking Garage and City's
Parking Spaces.
3.3 Insurance Policies.
-15-
36'/865.11 06I1e,V2
(a) Liability Insurance. At all times during the Lease Term, at its expense
City shall maintain a policy of liability insurance insuring City against liability for bodily injury,
property damage (including loss of use of property) and personal injury arising out of the
operation, use or occupancy of the Leased Premises and the Other Parking Spaces. City shall
name Sound Transit as an additional insured tinder such policy. The initial amount of such
insurance shall be in the City's discretion but not less than Two Million Dollars ($2,000,000) per
occurrence. Not less frequently than every five years, the parties shall review such minimum
coverage for possible increase based upon inflation, increased liability awards, recommendation
of City's and of Sound Transit's professional insurance advisers and other relevant factors. Any
such agreed increase shall be evidenced by the parties executing and delivering to each other
duplicate originals of a writing specifying the newly agreed minimum coverage. Neither party
shall unreasonably refuse to agree to an increase in such minimum coverage. The liability
insurance obtained by City under this Section 3.3(a) shall (i) be primary and non-contributing
with Sound Transit's liability insurance policies; (ii) contain cross -liability endorsements; and
(iii) insure Sound Transit against City's performance under Section 4.5, if the matters giving rise
to the indemnity under Section 4.5 result from the negligence of City; and (iv) contain a
contractual liability endorsement. At its expense, Sound Transit may also obtain liability
insurance, in an amount and with coverage determined by Sound Transit, insuring Sound Transit
against liability arising out of ownership, operation, use or occupancy of the Station, including
but not limited to the Parking Garage and the Leased Premises.
(b) Sound Transit's Property Insurance. At all times during the Lease Term,
Sound Transit shall maintain a policy of property insurance covering loss of or damage to the
Parking Garage, including the Leased Premises, in the fill amount of its then current
replacement cost without deduction for depreciation. Such policy shall provide protection
against all perils included within the classification of "all risk," including but not limited to fire,
extended coverage, vandalism, malicious mischief, special extended perils, sprinkler leakage and
any other perils which Sound Transit deems reasonably necessary after consultation with City.
Sound Transit shall have the right to obtain flood and earthquake insurance. Sound Transit shall
not obtain insurance for fixtures or equipment or improvements installed by City, its subtenants
or licensees in the Commercial Tenant Area or any outer property of City, its subtenants or
licensees located in or about the Station. City, its subtenants and licensees shall maintain
policies of insurance covering loss of or damage to their respective fixtures, equipment,
improvements, and/or other property installed in or located in or about in the Station, including
the Leased Premises. At its expense, City may also maintain a policy of insurance covering loss
of or damage to those parts of the Parking Garage that City is obligated to repair or replace under
Section 5.4 of this Lease. Neither party shall do or permit anything to be done in or about the
Station that would invalidate any of the other party's insurance policies described in this
Section 3.3(b).
(c) Other Insurance. Each party may, at its respective expense, maintain such
other insurance for its own purposes or benefit, as it desires front time to time.
(d) Payment of Premiums. City shall pay all premiums for the insurance
policies described in Sections 3.3(a) through 33(c) that City is to or may obtain. Sound Transit
shall pay all premiums for the insurance policies described in Sections 3.3(a) through 3.3(c) that
Sound Transit is to or may obtain. City shall reimburse Sound Transit forty percent (40%) of the
-16-
I6)865.51
ONI6U2
premiums for the property insurance described in Section 3.3(b) on the Parking Garage obtained
by Sound Transit (including any flood or earthquake coverage). Such reimbursement shall be
paid within sixty (60) days after City's receipt of Sound Transit's invoice therefor which shall be
accompanied by a copy of the premium statement or other evidence of the amount due. If such
property policy maintained by Sound Transit also covers other improvements on real property in
addition to the Parking Garage (whether located in the Station or elsewhere), Sound Transit shall
allocate the premiums of such policy between the Parking Garage and such other improvements
on a fair and reasonable basis and, concurrently with delivery to City of Sound Transit's invoice
and a copy of the premium statement described in this Section, Sound Transit shall also deliver
to City a written statement showing in reasonable detail the basis upon which such allocations
were made, and City's share of the premium calculated.
(e) Evidence of Insurance. Promptly after the request of the other party, each
party shall deliver to the other a copy of each policy of insurance which the party is required to
maintain under this Section 3.3. As an alternative to providing a copy of any or all of such
policies, each party shall have the right to provide the other a certificate of insurance, executed
by an authorized officer of the insurance company, showing that the required insurance is in full
force and effect.
(f) General Insurance Provisions.
(1) Any insurance which each party is required to maintain under this
Lease shall include a provision which requires the insurance carrier to give the other party not
less than thirty (30) days' written notice before the effective date of any cancellation (including
but not limited to cancellation for nonpayment of premium) or modification of such coverage.
(2) If either pally fails to obtain attd continuously maintain any policy
of insurance required of it, the other party may obtain such insurance, in which case the party in
default shall reimburse the other for the cost of such insurance within thirty (30) days after
receipt of an invoice therefor accompanied by a copy of the premium statement or other evidence
of the cost of such insurance.
(3) The parties acknowledge insurance markets change and that
insurance in the form and amounts described in this Section 3.3 may not be available in the
future. If at any time during the Lease Tenn the preeisc form of any policy required under this
Section 3.3 is not available because of any change in insurance markets, the patty required to
obtain such policy shall nevertheless maintain insurance coverage that is customary and
commercially reasonable. in the insurance industry and as nearly the same as (or better than) that
required under this Section 3.3.
(4) Unless prohibited under the applicable insurance policy, each party
hereby releases and waives any and all rights of recovery against the other (and their respective
officials, officers, employees, agents and representatives), for loss of or damage to its property or
the property of others under its control, if such loss or damage is covered by any insurance policy
in force (whether or not described in this Lease) at the time of such loss or damage or would
have been covered if the party had obtained the insurance it was required to obtain under this
Section 3.3. Upon obtaining the policies of insurance required or permitted in this Section 3.3,
-17-
]G]8G5.11 1W1M1t
the parties shall give notice to their respective insurance carriers of this mutual release and
waiver of subrogation and use reasonable efforts, including payment of any additional premium,
to cause their respective insurance carriers to consent to the provisions of this subpart.
Notwithstanding the preceding, the release and waiver in this subpart shall not be effective if the
effect would be to void coverage under the policy.
3.4 Self -Insurance. Any party to this lease, which is a municipal government, a
regional transit authority or other governmental authority, has the right to self -insure (either
alone or jointly with other like or similar entities) under any one or more of the preceding
provisions of this Article 3. However, if a party elects to self -insure, then for the purposes of this
Lease it shall be obligated under all provisions of this Lease as if it had obtained the relevant
policy or policies as described in this Article 3 from an insurance company. Without limiting the
generality of the preceding sentence: (i) a party who elects to self -insure with respect to property
damage shall be considered to have obtained a policy that does not prohibit the release and
waiver of Section 3.4(iv) and such release and waiver shall be fully effective; and (ii) if Sound
Transit elects to self -insure the risks that would otherwise be covered by the property insurance
on the Parking Garage described in Section 3.3(b), then (A) City has no obligation to pay to
Sound Transit any sums under Section 3.3(d) on account of premiums for such coverage and
(B) Sound Transit is liable to City for what would have been City's share of the proceeds of such
a policy under Sections 5.3 and 6.4.
3.5 Leasehold Excise Tax. City shall comply with any obligations imposed upon
City under the provisions of Chapter 82.29A, Revised Code of Washington (and any
amendments or replacements thereof) concerning leasehold excise taxes payable, if any, by
City's subtenants and licensees of the Commercial Tenant Area arising from such subleases or
licenses.
ARTICLE 4: USE OF LEASED PREMISES
4.1 Permitted Uses. Subject to the provisions of Section 4.2 and this Section:
(a) City's Parking Spaces and Other Parking Spaces. City, its subtenants and
licensees shall use the City's Parking Spaces and) when perm tted under Section 2.5(a), the Other
Parking Spaces and the Kiss and Ride Spaces only for the temporary parking of motor vehicles.
No overnight parking shall be permitted in the Other Parking Spaces or Kiss and Ride Spaces.
(b) Commercial Tenant Area. Subject to the provisions of Section 4.1(c),
City, its subtenants and licensees may use the Commercial. Tenant Area for general office, retail,
and/or dining purposes.
41 Manner of Use.
(a) General. City shall not cause or permit any part of the Leased Premises or
the Other Parking Spaces to be used in any way that constitutes a violation of any law,
ordinance, or governmental regulation or order or that constitutes a nuisance or waste. City or its
various subtenants or licensees shall obtain and pay for all permits, including but not limited to
one or more certificates of occupancy, required for occupancy and use of the Commercial Tenant
-18-
zmees.n �2caz
Area. City shall promptly take, or cause its subtenants or licensees to promptly take, all actions
necessary to comply with all applicable statutes, ordinances, rules, regulations, orders,
requirements and permits regulating their respective use of any part of the Leased Premises
under lease, sublease, license or permit from the City.
(b) Prohibited Uses. No portion of the Leased Premises may be used as an
adult bookstore or videostore, "headshop", for the sale of weapons, for the sale of fortified
wines, as a tavem, as office space for a bail bondsman, or for the sale of alcoholic beverages
except when sold for consumption off the premises or for consumption on the premises in
connection with a dining establishment which derives at least fifty percent (50%) of its gross
revenue from the sale of food and beverages other than alcoholic beverages.
(c) Rules. City, its subtenants, licensees and invitees shall abide by the
reasonable rules and regulations established from time to time by Sound Transit for the safety,
care, cleanliness and good order in and about the Station. However, except as provided in the
next sentence, no such rule or regulation is binding upon City, its subtenants, licensees and
invitees until fifteen (15) days after a written copy thereof is delivered to City and no such rule is
binding upon City, its subtenants, licensees and invitees to the extent the rule or regulation is
inconsistent with, or unreasonably interferes with the exercise of, City's rights under this Lease.
Rules and regulations established by Sound Transit to address emergency situations shall become
effective immediately. A copy of Sound Transit's rules and regulations in effect on the
Commencement Date, if any, is attached hereto as Exbibit 4.2(c).
4,3 Hazardous Materials. As used in this Lease, the term "Hazardous Material"
means any radioactive materials, hazardous or toxic substances, material or waste or related
materials, including any substances defined as or included in the definition of "hazardous
substances", "hazardous wastes", "hazardous materials" or "toxic substances" now or
subsequently regulated under any applicable federal, state or local laws or regulations, including
but not limited to petroleum -based products, paints, solvents, lead, cyanide, DDT, printing inks,
acids, pesticides, ammonia compounds and other chemical products, asbestos, and PCBs. City
shall not cause or permit any Hazardous Material to be generated, produced, brought upon, used,
stored, treated or disposed of in or about the Station by City, its subtenants or invitees without
the prior written consent of Sound Transit, which shall not be unreasonably delayed, refused or
conditioned. Sound Transit shall be entitled to take into account such factors or facts as are
reasonably relevant in determining whether to grant or withhold consent to City's proposed
activity with respect to Hazardous Material. Even though such vehicles, supplies or materials
may or do contain Hazardous Material, nothing in this Section 4.3 prohibits: (a) vehicles from
using any of City's Parking Spaces or the Other Parking Spaces; or (b) the City or its various
subtenants and licensees, and the various contractors, agents, and employees of any of them,
from bringing upon, using, storing, and disposing of supplies and materials that are usually and
ordinarily used (i) in the normal course of repairing, replacing, maintaining, cleaning, and
making improvements as permitted or required under this Lease or (ii) in the normal course of
such businesses and other activities as may be conducted or permitted from time to time by City
or its various subtenants and licensees as provided in this Lease.
4.4 Signs.
-19-
26]A65.11
DY}6N}
(a) Permanent Signs. City may place or permit such signs on the Leased
Premises (including the exterior walls and windows of the Commercial Tenant Area) as are usual
and ordinary for the occupants thereof to identify and promote their respective businesses or
affairs. However, signs placed on the exterior walls of the Parking Garage shall conform to the
standards specified in Exhibit 4.4(a) attached hereto or to such other standards as Sound Transit
and City may hereafter agree. Any sign installed by City or its subtenants or licensees on the
exterior wall of the Parking Garage shall be removed at the end of the term of the respective
sublease or license and the part of the such wall affected by such installation or removal shall be
restored to as nearly the same condition as practical to that immediately before such installation.
City shall be responsible for such removal and restoration if City's subtenant or licensee fails to
do so when required. At expiration or earlier termination of this Lease, City shall similarly
remove all signs installed or permitted by it and restore the affected parts of the Parking Garage.
(b) Special Event Temporary Signs. City may place or permit signs and
banners to be placed on or over the Plaza in connection with a special event permitted under
Section 2.5(d) that are (i) usual and ordinary to the pertinent special event or participants in the
special event, (ii) temporary, and (iii) not attached to any part of the Station with any permanent
fastening. All such signs placed by City or its subtenants or licensees shall be removed at the
end of the special event and City shall restore or cause to be restored all damage to the Station
caused by the placement of any such signs.
4.5 Indemnity. City shall indemnify Sound Transit against and hold Sound Transit
haress from any and all costs, claims or liability arising from: (a) use of the Leased Premises,
the Other Parking Spaces or the Kiss and Ride Spaces by City, its subtenants, and licensees;
(b) anything done or permitted by City to be done in or about the Leased Premises, the Other
Parking Spaces, the Kiss and Ride Spaces, or the Common Areas, including any contamination
of any property resulting from the presence or use of Hazardous Material caused or permitted by
City, its subtenants and licensees; (c) any negligent or intentional misconduct of City; or (d) use
of any portion of the Station by the City, its agents, licensees, subtenants, or any of the
foregoing's licensees, agents, customers, guests, or invitees, for any of the City's special cvents.
Sound Transit shall indemnify City against and hold City harmless from any and all costs, claims
or liability arising from: (1) anything done or permitted by Sound Transit to be done in or about
the Parking Garage or the Station, including any contamination of any property resulting from
the presence or use of Hazardous Material caused or permitted by Sound Transit; or (2) any
negligent or intentional misconduct of Sound Transit. The parties' obligations under this Section
extend to, without limitation, injuries to their respective employees (as such employees are
defined in the Industrial Insurance Act, Title 51, Revised Code of Washington) and, to that
extent, each of the parties hereby waive any immunity otherwise afforded to them, respectively,
under that Act or any other applicable workmen's or employees' compensation law.
Notwithstanding the generality of the preceding, the scope of each party's obligation to
indemnify the other in the case of damage or injury caused by the joint or concurrent negligent or
intentional misconduct of both parties shall be limited to the extent the damage or injury is
caused by the indemnifying party.
4.6 Sound Transit's Access. Sound Transit may enter any part of the Leased
Premises, the Other Parking Spaces and the Kiss and Ride Spaces at all reasonable times to
inspect such premises and spaces, to make repairs and replacements thereto Sound Transit is
-20-
26'1e65.11 0�d02
obligated or elects to do, .to perform such other cleaning and maintenance thereto that Sound
Transit is obligated or elects to do, and for any other proper purpose. However, except in the
case of an emergency, Sound Transit shall not enter any part of the Commercial Tenant Area or
City's Parking Spaces for any of such purposes without first giving City and each of City's
subtenants and licensees of such of the Area to be affected by such entry not less than two (2)
business days prior written notice of the entry, the purpose therefor, and the expected scope and
duration thereof
4.7 Quiet Possession. So long as City complies with its obligations under this Lease,
Sound Transit covenants that City and its subtenants and licensees may quietly occupy and enjoy
the Leased Premises for the full term of this Lease, subject however to the terms and conditions
of this Lease.
ARTICLE 5: CONDITION OF LEASED PREMISES; MAINTENANCE,
REPAIRS AND ALTERATIONS
51 Condition and Suitability of Leased Premises. Subject to Sound Transit's
obligations with respect to initial construction of and warranty work related to the Leased
Premises under Section 2.3, City shall accept the Leased Premises in their condition as of the
Commencement Date. City acknowledges that Sound Transit has not made any representation as
to the suitability of the Leased Premises for City's intended use.
5.2 Exemption of Sound Transit from Liability. Except for any damage or injury
caused by its negligence or intentional misconduct, Sound Transit shall not be liable for any
damage or injury to the person, business (or any loss of income therefrom), goods, wares,
merchandise or other property of City, its subtenants and licensees or any other person in or
about the Leased Premises, whether such damage or injury is caused by or results front: (a) tire,
steam, electricity, water, gas or rain; (b) the breakage, leakage, obstruction or other defects of
pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures or any other
cause; or (c) conditions arising in or about the Leased Premises or other parts of the Station.
Sound Transit shall not be liable for any such damage or injury even though the cause of or the
meads of repairing such damage or injury are not accessible to City. The provisions of this
Section 5.2 shall not, however, exempt Sound Transit from liability for Sound Transit's warranty
obligations under Section 2.3 or from Sound Transit's obligations under this Lease of
maintenance, repair, and rebuilding.
5.3 Sound Transit's Obligations to Repair. Except (i) as otherwise, provided. in
Section 5.4 and except (ii) for damage caused by the negligence or intentional misconduct of
City or its subtenants or licensees and except (iii) to the extent of City's obligations under
Sections 2.5(d) and subject to (iv) the provisions of Article 6 (Damage or Destruction) and
Article 7 (Condemnation), Sound Transit, at Sound Transit's expense, shall at all times keep neat
and clean and maintain in good order, condition and state of repair the Station including but not
limited to perforating all appropriate service to and making all necessary replacements of all
parts and systems thereof. It is the intention of Sound Transit and City that Sound Transit shall
at all times maintain all parts and systems of the Station that Sound Transit is obligated to
maintain in an attractive, first-class and fully operative condition.
21
x,eas.0 anbroz
5A City Obligations. Subject to the provisions of Article 6 (Damage or
Destruction) and Article 7 (Condemnation), at its expense City shall keep (or shall cause its
subtenants and licensees to keep) neat and clean and maintain in good order, condition and state
of repair (including interior repainting and refinishing, as needed): (a) all parts of the
Commercial Tenant Area bounded by and including (I) the exterior plate glass and exterior
doors, (ii) the interior surfaces of the perimeter walls, and (iii) everything within the air space
above the upper surface of the concrete slab floor and beneath the underside surface of the
ceiling that is also part of the floor of the second floor level of the Parking Garage; (b) any
awnings at or below the second floor level along the north, south, and east exterior walls of the
of the Parking Garage; (c) any signs on the exterior walls of the Parking Garage installed by City
or its subtenants or licensees; and (d) the parts of any plumbing, mechanical, electrical and
HVAC systems of the Parking Garage which serve only the Commercial Tenant Area. Without
limiting the generality of the preceding, at its expense City shall repair or cause to be repaired
any damage caused to the Commercial Tenant Area by the negligence or intentional misconduct
of City or any of its subtenants or licensees (or their invitees, contractors, and customers) but
after completion of such work, City shall be entitled to receive the proceeds of Sound Transit's
property insurance policy described in Section 3.3(b) to the extent of the policy's coverage for
such damage. City shall provide Sound Transit and its insurer with a statement of City's costs of
the work and, on request, copies of invoices and other billings for the various parts of such work.
It is the intention of Sound Transit and City that at all times City shall maintain the portions of
the Leased Premises that City is obligated to maintain in an attractive, first-class and fully
operative condition.
5.5 Alteralioos, Additions and Improvements. City may make (or may permit any
of its tenants and licensees to make) any non-structural alterations, additions, or improvements to
all or any part of the Commercial Tenant Area and its various systems and parts (including
installation of awnings and signs on the exterior walls thereof) without Sound Transit's prior
written consent. City may not make (and shall not permit any of its tenants or licensees to make)
any alterations, additions, or improvements to any part of the Plaza or any structural alterations,
additions, or improvements to any of the Commercial Tenant Area without Sound Transit's prior
written consent. Sound Transit shall not unreasonably delay, condition or refuse such consent.
All alterations, additions, and improvements made by City, its tenants or licensees, shall be done
in a good and workmanlike manner and in conformity with all applicable laws and regulations.
City shall pay, or cause its tenants or licensees who do the work to pay, when due all costs of
such work. If requested by Sound Transit, then promptly after completion of any such work
involving structural alterations, additions, or improvements, City shall provide, or cause its
tenants or licensees who did the work to provide, Sound Transit with "as built" plans and
reasonable evidence of payment of the costs thereof.
5.6 .Condition Upon Termination. Upon the expiration or earlier termination of this
Lease, City shall surrender the Leased Premises to Sound Transit, broom clean and in the same
condition as received except for: (i) ordinary wear and tear; (ii) alterations, additions and
improvements made as provided in Section 5.5; and (iii) alterations, additions and improvements
made by Sound Transit, if any. However, City shall not be obligated to repair any damage that
Sound Transit is required to repair under Section 5.3 nor any damage described in Article 6
(Damage or Destruction) or Article 7 (Condemnation). In addition, Sound Transit may require
City to remove any alterations, additions, or improvements made by City, its tenants or licensees
zarses u
m�zeroz
for which Sound Transit's consent was required and, when given, such consent was conditioned
on such removal. All alterations, additions and improvements which City is not obligated to
remove shall become Sound Transit's property and shall be, surrendered to Sound Transit upon
the expiration or earlier termination of this Lease, except that City, its tenants and licensees may
remove (i) their respective trade fixtures and (ii) all or any part of their respective machinery and
equipment which call be removed without material damage to the Leased Premises. City shall
repair at City's expense, or City shall cause City's tenants and licensees to repair at their expense,
any damage to the Leased Premises, including any improvements thereon, caused by the removal
oIF any such machinery, equipment or trade fixtures.
ARTICLE 6: DAMAGE OR DESTRUCTION
6.1 Partial Damage to Parking Garage. City shall notify Sound Transit in writing
promptly after it learns of the occurrence of any damage to the Leased Premises. If as a result of
any cause the Parking Garage is partially damaged, Sound Transit shall repair the damage,
including any damage to the Leased Premises, as soon as reasonably possible and this Lease
shall remain in effect. Sound Transit may elect (but is not required) to repair any damage to
fixtures, equipment, or improvements made by City, its tenants or licensees: "Partially
damaged" means the cost of repair, as reasonably estimated by Sound Transit, is not more than
sixty percent (60%) of what would be the cost of constructing at that time the Parking Garage as
originally constructed plus any improvements, alterations or additions made thereto by Sound
Transit after completion of initial construction.
6.2 Substantial or Total Destruction. If the Harking Garage is substantially
destroyed by any cause whatsoever (e.g., the damage to the Parking Garage is greater than partial
damage as defined in Section 6.2), Sound Transit may elect to restore the Parking Garage
(including the Leased Premises), in which case Sound Transit shall do so as soon as reasonably
possible and this Lease shall remain in effect. Sound Transit may elect (but is not required) to
repair any damage to fixtures, equipment, or improvements made by City, its tenants or
licensees. Not later than ninety (90) days after the date of the destruction, Sound Transit shall
give written notice to City of whether Sound Transit will or will not restore the Parking Garage
under this Section and, if Sound Transit elects to restore, whether its restoration will include
fWines, equipment, or improvements made by City, its tenants or licensees. If Sound Transit
elects not to restore the Parking Garage under this Section, then (a) this Lease shall terminate as
of the date of the damage and (b) after deducting therefrom the costs of demolition of the
Parking Garage, the proceeds, if any, of the property insurance policy described in Section 3.3(b)
including any optional flood or earthquake coverage) shall be paid to Sound Transit and to City
in the proportion of their respective interests in the Parking Garage.
63 Abatement of Certain Charges; Setoff of Certain Expenses. If this Lease
remains in effect after damage or destruction under any of Sections 6.1 or 6.2, then to the extent
that as a result of such damage or destruction to, or of the work of restoration of, the Commercial
Tenant Area or City's Parking Spaces is or are not reasonably useable for the purposes they were
being used immediately before the damage or destruction occurred, then those charges to be paid
by City under Sections 3.1 through 3.3 and Section 5.4 shall abate in the proportion that such
Area or the City's Parking Spaces, or both, is or are not so useable. If Sound Transit elects not to
restore under Section 6.2 but City does elect to restore under such Section, then the amount of
-23-
]b]865.51 ONEbG2
City's costs of restoration which are not reimbursed from proceeds of insurance shall be setoff
against all sums payable by City to Sound Transit under this Lease in the order in which such
sums would otherwise be due until the entire amount, together with interest at eight percent (8%)
per atmum on the declining principal balance thereof, has been fidly setoff.
6,4 Exceptions. Notwithstanding the preceding provisions of this Article 6, tlds
Lease shall terminate as of the date of the damage and Sound Transit shall have no obligation to
restore the damage if (a) the damage occurs within the last two years of what would otherwise be
the Term of this Lease or (b) the work of restoration cannot reasonably be completed by a date
on which there would be remaining at least two years in the Lease Term. For the purposes of the
preceding, if not previously exercised, City may exercise its option under Section 2.2 to extend
the Term of this Lease if such option is exercised within sixty (60) days after the date the damage
occurred.
ARTICLE 7: CONDEMNATION
7.1 Permanent Taking.
(a) General Provisions. If all or any portion of the Leased Premises are
permanently taken under the power of eminent domain or are conveyed under the threat of that
power, this Lease shall terminate as to the part taken or conveyed as of the date the condemning
authority is entitled to possession thereof. If twenty percent (20%) or more of the floor area of
the Commercial Tenant Area is taken, City may terminate this Lease as to the remainder of the
Commercial Tenant Area or as to all the Leased Premises as of the date the condemning
authority is entitled to possession. If twenty percent (20%) or more of the City's Parking Spaces
is taken, City may terminate this Lease as to the remainder of City's Parking Spaces or as to all
the Leased Premises as of the date the condemning authority is entitled to possession. If some
but not all of the parking spaces in the Parking Garage are taken and if this Lease remains in
effect after such taking, then the remaining parking spaces in the Parking Garage shall be
reallocated between City and Sound Transit so that, after such reallocation, the City's Parking
Spaces bear the same proportion to the remaining parking spaces in the Parking Garage as the
number 180 bears to the number 562. Notwithstanding the preceding sentence, if such
reallocation would reduce the number of the Other Parking Spaces below four hundred eighteen
(418), then Sound Transit may elect to allocate to itself up all or any part of the remaining
parking spaces in excess of thirty-six (36) of such remaining parking spaces (which shall be
allocated to City) but in such case, and as a condition to such election, Sound Transit shall pay to
City that sum of money calculated as follows: (i) first, determine the number of the remaining
parking spaces that would have been allocated to City on the basis of the ratio of 180 to 562; (ii)
second, determine the number of the remaining parking spaces allocated to City after Sound
Transit's reallocation election; (iii) third, subtract the second of such numbers from the first of
such numbers; (iv) fourth, divide the amount of the compensation for the taking that is allocable
to the parking spaces taken by the number of the parking spaces that was taken; and (iv) fifth,
multiply the number derived in the third step by the amount derived in the fourth step. Sound
Transit and City shall each exercise their respective elections by written notice to the other given
within sixty (60) days after receipt of final written notice from the condemning authority of the
final extent of the taking (or in the absence of such notice, within sixty (60) clays after the
condemning authority is entitled to possession). If (his Lease is not terminated according to the
24
36>86511 0616N1
preceding parts of this Section, then this Lease shall remain in effect as to the portion of the
Leased Premises not taken and Sound Transit shall restore those portions of the Parking Garage
that are not taken to as nearly as practical the condition immediately before such taking and in a
configuration so that the various parts of the restored Parking Garage are economically
functional and useable for their intended purpose. The plans and specifications for the work of
restoration and any changes thereto shall be as agreed by both Sound Transit and City, neither of
which shall unreasonably refuse, delay or condition their agreement. Copies of such plans and
specifications, as they may b'e changed and as -built, shall be provided to City, all similarly to the
provisions of Section 2.3 for initial construction of the Parking Garage, Sound Transit and City
shall each contribute to the costs of such restoration in the proportion that they received
compensation for the taking (excluding any part of their respective compensation that was
separately awarded in addition to the value of their respective property interests, such as
compensation for moving or other relocation expenses).
(b) Allocation of Award. In the case of a permanent taking or damaging of
the Parking Garage or any part thereof, City and Sound Transit shall each receive the value of
their respective interests in the property taken or damaged by eminent domain or conveyed under
threat thereof, together with such interest thereon and attorneys fees and other costs to the extent
awarded. City and Sound Transit shall each have the right, as against the condemning authority,
to recover, to the extent of their respective interests, damages or other compensation for the
permanent taking of or damage or injury to the Leased Premises or any part thereof. City and
Sound Transit shall each have the right to participate in any condemnation proceeding and be
represented by counsel for the purpose of protecting their respective interests under this Section.
If the City and Sound Transit do not agree on their respective shares (after engaging in the
dispute resolution process set forth in Section 9.7), then such shares shall be as determined by the
King County Superior Court in the condemnation proceedings, if any, or in a separate action
between City and Sound Transit. In addition, each of City and Sound Transit shall have the right
to recover from the condemning authority such other compensation as they may, respectively, be
entitled in addition to compensation for the value of the property taken, damaged or injured.
Such additional compensation may include but is not necessarily limited to loss of business and
relocation costs.
7.2 Abatement and Adjustment of Charges Payable by City. If there is a
permanent taking or damaging (collectively "taking") and this Lease is not terminated under
Section 7.1 then to the extent that as a result of the taking (or of the work of restoration) the
Commercial Tenant Area or City's Parking Spaces is or are not reasonably useable for the
purposes they were being used immediately before the taking occurred, then those charges to be
paid by City under Sections 3.1 through 3.3 and Section 5.4 shall abate in the proportion that
such Area or City's Parking Spaces, or both, is or are not so useable. Aller the work of
restoration is completed, the City's share of the costs and expenses described in Sections 3.1
through 3.3 and Section 5.4 shall be adjusted equitably to the extent appropriate, if any, to reflect
the changes in the Leased Premises as a part of the restored Parking Garage as compared to the
Leased Premises as apart of the Parking Garage before the taking.
7.3 Temporary Taking. If the whole or any part of the Leased Premises is
temporarily taken under the power of eminent domain or temporarily conveyed under threat of
the exercise of such power, then this Lease shall continue and, except to the extent the parties are
-25-
26]965.11 bil]NOI
prevented from doing so pursuant to the terms of the taking, the City and Sound Transit shall
each perform and observe all of the terms and conditions of this Lease as though the taking had
not occurred. In the event of such a temporary taking, City shall be entitled to receive the entire
amount of any award made for such taking, whether paid by way of damages, rent or otherwise,
unless such period of temporary taking shall extend beyond the expiration date of the Term, in
which case such award shall be apportioned between the City and Sound Transit as of such
expiration date. For the purposes of the preceding, if not previously exercised, City may exercise
its option under Section 2.2 to extend the Term of this Lease.
ARTICLE 8: ASSIGNMENT AND SUBLETTING
8.1 Subletting. City shall exercise reasonable efforts to locate suitable tenants for the
Commercial Tenant Area. City may sublease all or any part of the Commercial Tenant Area
from time to time during the term of this Lease and no consent of Sound Transit is required on
account thereof or to any assignment or sub -subleasing of all or any part of the subtenant's rights
under its sublease with City, provided that: (i) City attaches a copy of this Lease to each such
sublease; (ii) the sublease requires the subtenant to maintain liability and property insurance as
provided in Section 3.3(a) through (d) and 3.3, including naming Sound Transit as an additional
insured; and (iii) if the subtenant provides alcoholic beverages anywhere on the Station, the
subtenant shall also obtain a Trost liquor liability endorsement to its liability insurance.
8.2 Assignment. City may assign all, but not a part, of its rights and obligations
under this Lease to any municipal government or any governmental agency that is a successor to
the City's municipal functions in the area where the Parking Garage is located and no consent of
Sound Transit is required on account thereof. City may not otherwise assign all or any part of its
rights or obligations under this Lease without Sound Transit's prior written consent, which Sound
Transit shall not unreasonably refuse, delay, or condition.
8.3 Release of City. Except as provided below, no sublease by City and no
assignment by City shall release City .or change City's primary liability to perform all its
obligations under this Lease. Consent to one assignment where Sound Transit's consent is
required is not consent to any subsequent assignment for which Sound Transit's consent is
required. In the case of City's assignment to'a successor municipal government or governmental
agency, City shall be released and discharged from all obligations of performance under this
Lease and the assignee shall be liable for payment and performance of all City's obligations
under this Lease, including any which have not been fully paid or performed when the
assignment is made.
8.4 Requesting Sound Transit's Consent. City's request for consent to any
assignment described in Section 8,1 for which Sound Transit's consent is required shall be in
writing and shall describe the proposed transaction in sufficient detail so that Sound Transit is
fully informed of the parties to and the nature and scope of the proposed assignment, including
but not limited to the name of the proposed assignee, the proposed effective date of the
assignment, and the proposed tonns and conditions of the assigrmrent. Promptly on Sound
Transit's request therefor, City shall provide any additional information reasonably requested by
Sound Transit in order to evaluate whether to give its consent to the proposed assignment.
-26-
16)865.11
06/s6h1i
8,5 Sound Transit's Right to Information. Promptly after Sound Transit's request
at reasonable intervals from time to time, City shall provide Sound Transit a written statement
identifying the name and address of all such City's then current subtenants and licensees, a copy
of their then current written subleases and licenses and, in the case of any unwritten tenancies or
licenses, a written statement in reasonable detail of the terms and conditions thereof. Sound
Transit may inspect City's books and records to verify the accuracy of the information and copies
provided by City to Sound Transit under this Section.
ARTICLE 9: BREACH AND REMEDIES
9.1 Time is of the Essence. Time is of the essence in the performance of all
covenants and conditions under this Lease of Sound Transit and of City.
9.2 Default and Breach Defined. A party to this Lease shall be in "default" of an
obligation it has under this Lease if the party does not pay or perform the obligation as and when
due, except that if such failure is later cured, then the party shall no longer be in default on the
obligation. A party to this Lease shall be in "breach" of an obligation it has under this Lease:
(a) If the party fails to make any payment required of it under this Lease
within thirty (30) days after the other parry's written notice of default specifying the amounts in
default and the due date(s) thereof;
(b) If the party fails to perform any of the part's other obligations under this
Lease for a period of thirty (30) days after written notice from the other party specifying the
obligation in default and the action required of the party in default to cure such default.
However, if more than thirty (30) days are reasonably required to complete such performance,
the party in default shall not be in breach if the party commences such performance within the
thirty (30) day period and thereafter diligently and continuously pursues such performance to
completion.
(c) If (i) a petition for adjudication of bankruptcy or for reorganization or
rearrangement is filed by or against the party and is not dismissed within one hundred eighty
(180) days; or if (ii) if a trustee or receiver is appointed to take possession of substantially all of
the parry's assets and such appointment is not dismissed or if possession of such assets is not
restored to the party within one hundred eighty (180 days) after such appointment.
The requirements for notice specified in subparts (a) and (b) of this Section 9.2 are
intended to satisfy any and all notice requirements imposed by law and are not in addition to any
such requirement.
9.3 Sound Transit's Remedies for City's Breach.
(a) General Provisions. On or at any time after the occurrence of any breach
of one or more of City's material obligations under this Lease, Sound Transit may elect to:
(I) Recover the sums owed by City render this Lease together with
interest thereon at the rate of eight percent (8%) per annum on the «npaid principal balance
-27-
zazees.n
crzrs�n
thereof from time to time beginning with the date the sums were due and ending when the sums
have been fully paid;
(2) Specifically enforce City's obligations under this Lease;
(3) Recover damages caused to Sound Transit by Citys breach; and/or
(4) Perform the obligations of City that are in breach and recover from
City the costs incurred by Sound Transit in such performance.
(b) Termination. If, during any period of thirty-six consecutive months during.
the Term of this Lease, Sound Transit obtains a judicial order that is final and not appealable
specifically enforcing one or more of City's material obligations under this Lease and (i) City
fails to comply with such order within the time period set forth with the order (as it may be
amended) for such compliance or (ii) Sound Transit obtains a second judicial order specifically
enforcing one or more of City's material obligations under this Lease (whether the same or
different obligations than involved in the first order), then Sound Transit may terminate City's
right to possession of the Leased Premises by written notice to City if such notice is given not
later than thirty days after the second order is final acid not appealable and provided that such
notice gives City not less than thirty (30) days after the date of the notice to surrender possession
of the Leased Premises to Sound Transit.
(c) Remedies Cumulative. The remedies provided in this Sections 9.3(a) and
9.3(b) are cumulative with each other and cumulative with and in addition to all other remedies
as may be permitted by law or equity except that (except asotherwiseprovided in Section
9.3(b)), Sound Transit hereby waives and releases any and all rights, and shall have no right, to
terminate this Lease or City's rights of possession of any part of the Leased Premises on account
of any breach by City of one or more of its obligations under this Lease. As a substitute for such
termination, Sound Transit may obtain an order from a court with jurisdiction over the parties
and the subject matter directing City's subtenants and licensees to attom to and perform to and
for the benefit of Sound Transit all of such subtenants' and licensees' respective obligations under
their sublease or license until City has fully cured its breach, including payment (to the extent
applicable) under subparts (i), (ii) and (iv) of this Section or such other time as the court may
direct.
(d) Lrmergencies. If City's default in any of its obligations under this Lease
creates or enhances an emergency, a serious risk of death or injury to any person, or a serious
risk of injury or damage to any property, Sound Transit may, without giving City prior notice
and opportunity to cure, immediately exercise the remedy specified in Section 9.3(a)(iv) with
respect to that default and, for that purpose, enter any part of the Leased Premises reasonably
necessary to do so.
9.4 City's Remedies for Sound Transi['s Breach.
(a) General Provisions. On or at any time after the occurrence of any breach
of one or more of Sound Transit's obtigations under this Lease, City may elect to:
28-
ze�eas i i
ovzaroz
(1) Terminate this Lease and recover and setoff under subparts (iv)
and (v) of this Section;
(2) Bring an action for specific performance of Sound Transit's
obligations and recover under subpart (iv) of this Section;
(3) Perform the obligations of Sound Transit which are in breach and
recover under subpart (iv) of this Section;
(4) Recover from Sound Transit (A) all monetary sums, if any, then
due and unpaid to City by Sound Transit, (B) the costs of performing or completing obligations
of which Sound Transit is in breach, and (C) damages caused to City by Sound Transit's breach;
and
(5) Setoff all or any part of the sums described in subpart (iv) of this
Section against any sums payable by City to Sound Transit under this Lease in the order in which
such sums would otherwise be due until the entire amount, together with interest at eight percent
(8%) per annum on the declining principal balance thereof, has been fully setoff.
City shall give Sound Transit written notice of City's elections under this Section 9.4.
City's election of any of the remedies under subparts (ii) through (v) shall not preclude City from
electing at a subsequent time any other of such remedies or of electing to proceed under
subpart(i). The election of the remedy under subpart (i) precludes the subsequent exercise of
any other remedy. Except as provided in the preceding sentence, the remedies specified in this
Section are cumulative with each other and cumulative with and in addition to all other remedies
as may be permitted by law or equity.
(b) Emergencies. If Sound Transit's default in any of its obligations under this
Lease creates or enhances an emergency, a serious risk of death or injury to any person, or a
serious risk of injury or damage to any property, City may, without giving Sound Transit prior
notice and opportunity to cure, immediately exercise the remedy specified in Section 9.4(a)(iv)
with respect to that default and, for that purpose, enter any part of the Parking Garage and of the
Station reasonably necessary to do so.
9.5 Interest. Any amount owed by one party to the other under this Lease which is
not paid when due shall bear interest at the rate of eight percent (8%) per annum from the due
date of such amount. The payment of interest on such amounts shall not excuse or cure any
default under this Lease on account of the failure to pay the amount owed when due.
9,b Attorneys' Tees and Costs. In any action between the parties arising out of or
related to this Lease, the prevailing party shall recover from, and the losing patty shall pay to the
prevailing party, the prevailing party's reasonable expenses of the action. "Action" includes:
(i) litigation or other adversary proceeding in any court or governmental body with jurisdiction
(including but not limited to a bankruptcy court); appeals of the decision of any lower tribunal
(including but not limited to an award in arbitration); and, if such proceedings are required by
law or agreed by the parties, alternative dispute resolution proceedings (such as but not limited to
mediation and/or arbitration). "Expenses of the action" include but are not limited to the
reasonable fees and costs of witnesses, consultants, experts, and attorneys. However, anything
29
267665.11 W2NO2
appearing to the contrary notwithstanding, the provisions of this Section 9.6 do not apply to
mediation under Section 9.7(b).
9.7 Aispute Resolution.
(a) Negotiation. The Parties agree to use their best efforts to resolve disputes
and other matters arising out of the planning, design and construction of the Station and Station
Area (including but not limited to the Parking Garage and the Plaza Areas), arising out of the'
ongoing administration of the Parking Garage and Plaza Areas facilities, and arising under this
Lease. If an issue cannot be resolved between Sound Transit and City, either of them may
invoke a formal conflict resolution process. The first step in the process is a meeting including
Sound Transit's Chief Operating Officer and City's Planning Director. If these persons do not
resolve the dispute in a timely manner, the second step in the conflict resolution process shall be
a meeting of Sound Transit's Executive Director and City's Mayor. If these persons do not
resolve the dispute in a timely manner the third step in the conflict resolution process shall be a
meeting of Sound Transit's Chairman of the Board and City's Mayor. Sound Transit and City
agree to exhaust all three steps of this negotiation process before seeking mediation as next
described,
(b) Mediation. If the parties do not resolve the dispute in the conflict
resolution process described in Section 9.7(a), then either party may by written notice to the
other require that the dispute be submitted to mediation. Within fourteen (14) days after such
notice, the parties shall agree on and mutually appoint a mediator. If such agreement and
appointment is not made, then either party may petition the King County Superior Court to
appoint a mediator. Each party shall participate in good faith in the mediation process with the
appointed mediator. Sound Transit and City each agree to participate in good faith in the
mediation process with appointed mediator before seeking redress in a court of law or other
tribunal. The costs and fees of the mediator shall be paid one-half each by City and by Sound
Transit,
ARTICLE 10: MISCELLANEOUS PROVISIONS
10.1 Non -Discrimination. Neither City nor Sound Transit -shall discriminate against
any person or group of persons on the basis of race, color, sex, creed, national origin or ancestry
in any way related to or arising out of the party's rights or obligations under this Lease.
10.2 Interpretation. The captions of the Articles and Sections of this Lease are
intended only to assist in reading this Lease and are not a part of the ternrs or provisions of this
Lease nor shall they be considered in construing or interpreting any provision of this Lease.
Whenever required by the context of this Lease, the singular shall include the plural and the
plural shall include the singular. The masculine, feminine and neuter genders shall each include
the other. In any provision relating to the conduct, acts or omissions of either party to this Lease,
reference to the party shall also be to the party's agents, employees, contractors, and successors.
10.3 Notices. Any notice required or permitted to be given by one party to this lease to
the other related to this Lease shall be in writing and shall be sufficient if given to the other party
either by personal delivery or by first class, postage prepaid, United States mail. Notices to City
-30-
16'l865.11 06I26203
shall be addressed to City's Director of Planning and delivered to the address specified in
Section 1.4, Notices to Sound Transit shall be addressed to Sound Transit's Sounder Operations
Manager and delivered to the address specified in Section 1.3. Either party may change its
notice address by written notice to the other party. "Notice" includes but is not limited to a
demand and a request. At the option of the sender, mailed notices may be mailed registered or
certified mail with return receipt requested. Notices that are personally delivered shall be
deemed given on the date the notice is delivered. Notices that are mailed shall be deemed given
on the third business day after the notice is mailed. Notices that are sent and received by courier
or messenger service shall be considered to have been personally delivered. Notices that are sent
and received in complete form by facsimile transmission shall be considered to have been
personally delivered when sent if the sending party receives a written send verification on its
facsimile device. The preceding sentence does not obligate any party to accept a facsimile
transinission. "Facsimile transmission" is a method of encoding a written document into data by
a transmitting device, transmitting the encoded data to a receiving device, and decoding the
transmission at the receiving device to reproduce a paper copy of the original document,
including but not limited to any graphic material on the original document, including but not
limited to signatures, drawings, logos, notes, and photographs, The method of electronic
communication commonly known as "e-mail" is not a facsinle transmission (even if
accompanied by an attachment) and is not an acceptable means of giving notice.
10.4 Recording. This Lease shall not be recorded without the prior written consent of
both parties. However, promptly after the request of either party, both parties shall execute,
acknowledge, deliver to one, another, and record a Memorandum of this Lease giving
constructive notice of the terms and conditions hereof. The party requesting such recording shall
pay the recording fees thereof.
10.5 Binding Effect; Governing Law. This Lease is binding upon the parties hereto
and their respective successors and assigns in interest. However, the preceding sentence does not
permit any assignment in contravention of other provisions of this Lease. This Lease is governed
by and shall be construed and enforced according to the laws of the State of Washington,
excluding that State's laws relating to choice of late.
10.6 Force Majeure. If either party cannot perform any of its obligations due to
events beyond the party's control, the time provided for performing such obligations shall be
extended by a period of time equal to the duration of such events. Events beyond a party's
control include, but are not limited to, acts of God, war, civil commotion, labor disputes, strikes,
fire, flood or other casualty, shortages of labor or material, government regulation or restriction
and weather conditions.
10.7 Authorized Persons. For the purpose of all provisions of this Lease that require
Sound Transit's consent or approval or that require Sound Transit to consult or agree with City,
the person authorized to act for Sound Transit in all such matters is Sound Transit's Chief
Operating Officer. For the purpose of all provisions of this Lease that require City's consent or
approval or that require City to consult with or agree with Sound Transit, the person authorized
to act for City in all such matters is City's Director of Pluming. Each party may from time to
time change its authorized person by written notice to the other.
-3 I -
361865.11 OS�)Rgi
10.8 Survival. Terms and provisions of this Lease related to liability and indemnity
obligations shall survive the expiration or earlier termination of this Lease.
BY THEIR SIGNATURES BELOW, EACH OF TIIE PARTIES CERTIFY THE
PROVISIONS OF SECTION 4.5 WERE MUTUALLY NEGOTIATED.
"SOUND TRANSIT"
Central Puget Sound Regional Transit Authority
d Mti ca
Pr acne: J pa nyn Ern n cis
Its(�(��p1 au.;.,lcivnrf:venLl.��or
APPROVED AS TO PORM
Sound Transiitegal Counsel
-32-
26]865.11
"CITY"
City of Auburn
By
Peter B. Lewis, Mayor
Dated: o2.Z 2002
ATTEST:
APPROVED AS TO FORMI a2d
mel B. He Attorney
�25gi
SOUND TRANSIT'S ACKNOWLEDGEMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I. certify that I know or have satisfactory evidence that J,JW 1) 0 t j , ,v i afj U '� is
the person who appeared before me, and said person acknowledged that•he/she signed this
instrument, on oath stated that he was authorized to execute the instrument and acknowledged it
as theLjLe� m n151ra1,vE a (kf(of CENTRAL PUGET SOUND REGIONAL TRANSIT
AUTHORITY to be the free and voluntary act and deed of said Washington regional transit
authority, for the uses and purposes mentioned in the instrument.
�S AIkd and official seal hereto affixed this i?Jo day of I ' , , 2002.
0 Vtt i
NOTARY Too
�. i (Si a ahtre of Notary)
Pl18UG i
(Print or stamp name of Nothry)
NOTARY PUBLIC in and for the State
of Washington
My Appointment Expires: 10 �.
CITY'S ACKNOWLEDGEMENT
STATE OF WASHINGTON )
) SS.
COUNTY OF KING )
I certify that I know or }rave satisfactory evidence that PETER B. LEWIS is the person
wI o appeared before me, and said person acknowledged that he signed this instrument, on oath
stated that he was authorized to execute the instrument and acknowledged it as the Mayor of
CITY OF AUBURN to be the free and voluntary act and deed of said Washington municipal
corporation, for the uses and purposes mentioned in the instrument.
WITNESS my hand and official seal hereto affixed this _ L day of�` 2002.
Q : �� NO�ARY �, •.
r:o
PUB \G
thu4.A�0FWP�'�?�'
C%'2'1iLQyL�-
(Signature of Notary) PI
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington
My Appointment Expires: 9
-33-
36"l865.11 IXJ1UO2
Exhibit 1,1(b)
Commercial Tenant Area and City's Parking Spaces
ze�s5s.ii
uvzcroz
GROUND FLOOR
AUBURN STATION PARKING GARAGE
OF
1 SECOND e THIRD FLOOR
�,.,.-0.
AUBURN STATION PARKING GARAGE
I--� � i FOURTN � FIF1'N FLOOR
��i 1 �••r-a
ertaxcr
rr�tu
AUBURN STATION PARKING GARAGE
�1 4
!� 4
1 51XTN ���R
momcr
t�m
C�
0
0
AUBURN STATION PARKING GARAGE
�l 4
d 4
T�
Exhibit Like)
Station, Parking Garage, Plaza, Plaza Tenant Area and Kiss and Ride Spaces
zmses.0
l�
N
U
51TE PLAN
,,.�-�
��
AUBURN STATION PARKING GARAGE
ONim
I I'S9BL9L
dH,I.
Aa
tlo3 a�.Ln.LI.Lsgns ng z`Ivxs
NOI.I.dlxosda
ions `JNINIV.LNoo
I'I
LIHIHXd A1dN V aVd"d SI
NOILdMSda
rIVAd7 rT.I,V2If177V
AiInS .[NV
d2IV VZV'Id dH.L aNV :3OVIIVO ONI}RIVd dH.L A'INO HOIIiA� NO �[.L2I�d0?Id
IVdHi HILL AO NOLLdRIOSda 7V991 d,LVHflDDV NV daIAOIld dSNrAdXd
sHI.L AO 211va
l9J XIS SI HOIHM d.LVa dH.L �?I03dg HO NO 6a3,LV00'I SI VZV`Id SHZ HOIHA�
NO AJ,IIddOH(i rMim HH.L do 'I'Iy da11'IONI ION SdO(I a ,Lng aa,LyoO'I
SI VZV'Id HH,L HO UOVUVO ONMVd fAH.L JO .LKVd ON HOIUM NO .L(I£I
VZV'Id dH,L 30 dIiIOS aNV dOVIIVO ONI3IIIVd �H.L'I'IV HOIHAI NO 1C,L2Idd08d
IVAN dH.L 'I'IV u SaGIMNI MOLL IMSAa 'IVOd'I ONIOOHH03 dH,L :aION
d9NINNIOHg JO ,LNIOd
aql of ;aa3 o9'09Z ;sea „V0,%.,00 glioN `u!Saew Claa;saAi plus puu aloolq p!es 3o au!1 Xpalsua
agl Suo!u oouagl `•-MS laaalS ,IV„ do u!g.rew Xpojsam p!ns pun 1aolq ptes do aawoo lseaq;nos
aql 01 1aa3 58-Z£Z MR „9£,50.68 glnoS `Noolq pins 3o ouil Apatllnos aql pue uolsuolxa .ClaalsaM
plus Suolu oouogl `-(op!m ;aa3 00-09) MS laaalS puoaas 3o ulSaew xliagpou aq;;o uolsualxo
Xlaalsam aq; of „65,Z£o00 So alduu lualuao u gdnonll ;aa-1 Zq-1,yl Alaag;nos anano pies Suolu
pue cull Xlaalsua p!es 8uolu Suwulluoa aauagl -yaa-1 17L'8£ILI Jo sn!pea a Su!Aeq pun Lilaalsuo
aneauoa omno luaSuel a 3o SuungBaq aq; o; ;aa3 61'96 lsaM „Z1,0Vo00 glnoS 'aull Alaalsea
p!vs Suole aauagl !XvM Flo-)q8!g e[uudtuoj Amllell od elunS pue uaagpoN uolSugang ag.L
30 aull Alaalsea aql 01 laa,I b8'V£Z 1s3M ,X60o68 WON `uo!sualxa AlaalsaM Sp pue `ms 19911S
1sn33o ulSaew Xpo nos p!es pun Noolq pies jo cull XlaaglJou agl Suole aauagl `,(op!M laa3 00409)
MS laaalS „V„ 3o udium Apalsom oql ql!m (op!m laad 00.09) MS laaalS 1sa133o ulSJew Xlaag;nos
aql 3o uolloasaalul oql Sulaq aauaoa p!es It alaoig p!ns 3o aawoo lseaglaou aql le DNINNIoag
smollol se alogm n se pagia0sap `/tl!a p!es3o £0 Pun Nil' 1817 190M
aauuulpap ,Cq pa;eaen laaals aq; 3o uo!liod legl puu `.Ciunoa plus 3o spaoaaa '95 aSud le `sleld do
Z awnloA u! papaoaaJ JWJagl peld e uo uAiogs se aalipulS 3o umoZ agl do h 3laola jo Ilu Su!aq
uoiSu!gseAN 3o alelS 'SuiNjo i(junoO `uangnV 3o ()!O oq; u! palnnl!s punldo Iaaaud uielaaa 1ug.L
,flJado.id wield pue a$eanO 2ulKaudlo aolldl.iasaQ !eSa`I
Exhibit I,1(i)
Parking Garage Operating Procedures
I. Hours of Operation
A. Standard Hours
1. 6:00 am to 9:00 p.m.
2. Monday through Friday
3. Closed for Sounder Holidays
(New Years Day, Memorial Day, Fourth of July, Labor Day,
Thanksgiving Day, Christmas Day)
B. Special Event Service Hours of Operation -- Special events days (Mariner games,
Seahawk games, etc.) will have operating hours as updated from time to time and published on
Sound Transit's website, www.soundtransit.org/Sounder/timetables/event.
II. Authorized Vehicles
A. Sounder rail commuters
B. Other public transit and rideshare commuters
C. City of Auburn employees and guests
D. City of Auburn subtenants, licensees and their employees, customers, invitees and
guests
III. Authorized Access and Key Holder Protocol
A. Authorized Key Holders
1. Sound Transit
2. Agents of Sound Transit such as security personnel
3. Auburn Fire Dept. (through required fire key lockbox)
4. City of Auburn
5. City of Auburn tenants (commercial space only)
B. Key Holder Protocol
1. All key holders will sign liability document, acknowledging responsibility
for how key assigned will be used;
2. Key holders will agree to no unauthorized key duplication or distribution
3. Upon occasional required "re- keying" of locks, authorized party
responsible for duplication will provide duplicate copies for all other
parties within a reasonable period of time;
IV. Staff Contacts for Garage Related Issues
Sound Transit City of Auburn
Jeff Benoit, Security Manager Jim Kelley, Police Chief
206-398-5506 253-931-3080*
26i8a3.11
cw:a�oz
on Huyck, Safety Manager
206-398-5331
Bob Hill, Facilities Manager
206-689-3378
Martin Young, Operations Manager
206-398-5115
Robert Johnson, Fire Chief
253-931-3080*
Paul Krauss, Planning Director
253-931-3091
Jack Locke, Spec. Proj. Eng.
253-804-5071
Michael Fuess, Traffic Manager
253-931-3022
on -emergency number
tb]865.11 Of11612
Exhibit 2:3
Plans and Specifications for Sound Transit's Work
Those drawings titled "Auburn Parking Garage, Central Puget Sound Regional Transit Authority,
Auburn, Washington" wherein the general contractor is PCL Constriction Services, Inc. of
]3ellevue, Washington and the architect is Integrus Architecture of Seattle, Washington, dated
7anuary 22, 2001 as revised on May 3, 2001,
zeises.ii aa:brox
Exhibit 2.5(c)
Rolidays
I. each Sunday
2. the first day of each January (New Year's Day)
3. the third Monday of each January (anniversary of the birth of Martin Luther King, Jr.)
4. the third Monday of each February (President's Day)
5. the last Monday of each May (Memorial Day)
6. the fourth day of each July
7. the first Monday in each September (Labor Day)
S. the eleventh day of each November (Veterans'.Day)
9. the fourth Thursday of each November (Thanksgiving Day)
10, the hventy-fifth day of each December (Christmas Day)
NOTE: If any of the foregoing (except Sunday) falls on a Sunday, the holiday is observed on the
following Monday. If any of the foregoing (except Sunday) falls on a Saturday, the holiday is
observed on the preceding Friday.
26]P65.11 06I26V1
ExWhit 3.2
Parking Garage Operating Costs
I. Categories of Billable Costs
The following are categories of costs that will or may be incurred that would be covered or
shared by the parties as agreed to (though costs are not limited to these categories),
Utilities
a,
Gas
b.
Electric
c.
Water
d.
Sewer
e.
Storm Sewer
f.
Refuse
g.
Supplies
h.
Telecormnunications
2. Repairs/Maintenance
a.
Janitorial (sweeping, cleaning, trash removal)
b,
Garage Sweeper
c.
Landscape maintenance
d.
Surveillance System
e.
HVAC
f,
Electrical
g.
Plumbing
h.
Elevator
1.). Maintenance
2.) Cleaning
3.) Permitting
4,) Associated Utilities
5.) Repair
L
Glass
1.) Routine Cleaning
20) Replacement as required
j.
Structural Repairs as required
k.
Signage
L) Maintenance
2.) Repair
3.) Replacement as required
3. Mid -Life Costs
a. Painting
b. Damage from Natural Disasters
261&6311
ON16VtE
c. Items with expired warranties
4. Security
Parking Management
6. Instaance
Vandalism
a, Cleaning
b. Repair
c. Replacement
26286511
OE11601
Exhibit 4.2(c)
Station Rules and Regulations
None as of the date of the Lease.
iM1]A2511
O6Rdll2
Exhibit 4A(d)
Exterior Wall Sign Criteria
These criteria have been established for the purpose of controlling the size, design and location
of all exterior signage for the retail subtenant spaces at the Auburn Station Parking Garage.
Conformance to these criteria is required. Sound Transit may remove or correct any installed
nonconforming signs at City's expense (which City may recover from its subtenant). Except as
provided in paragraph 10 of this Exhibit, before Sound Transit exercises such right it shall give
City not less than twenty-one days prior written notice of the nonconformity.
1. Two building attached signs will be allowed for each subtenant of the Commercial
Tenant Area, one on the exterior wall of the building adjacent to each space above the
canopies and one under the canopies near the entrance to each space. The attached
drawings depict typical sizes and locations of these signs.
2. ht addition to conforming to these criteria, a permit will be required from the City for
these signs under City's sign ordinances. Approval by City under this Lease or under a
sublease by City of a particular sign is not compliance with, and does not bind City,
under City's permitting requirements.
3. Sighs on the exterior wall of the Pazking Garage shall be attached to such wall according
to one or more designs for such attachment proposed by City and approved by Sound
Transit. Sound Transit shall not unreasonably refuse or condition such approval.
4. No signs with electrical components will be permitted: With Sound Transit's prior
written approval of the design therefor, City may at its expense install lighting on the
exterior wall of the Parking Garage to illuminate the signs on the exterior wall. Sound
Transit shall not unreasonably refuse or condition such approval.
5. No projection above or below the sign band and/or panel as depicted in the attached
drawings wilt be permitted.
6. No permanent window signs will be permitted except painted or decal applied lettering
for purpose of store identification. Each subtenant will also be permitted to place upon
each entrance to its demised premises not more than on hundred forty four (144) square
inches of lettering not to exceed two inches (211) in height, indicating hours of business,
emergency telephone, etc. Temporary window signs will be installed on the interior of
windows only and will be allowed for a maximum of two weeks.
7. City may at its expense install numbers or letters on or near the primary entrance to each
subleased space to identify the address thereof.
Each subtenant will pay for the construction, installation and maintenance of all its signs.
26Jf65.i1
OMdro2
2ti1F6S 11
9. At City's request from time to time, exceptions to these standards will be reviewed by
the City and Sound Transit. However, and without limiting other possible reasons for
refusal, the parties recognize deviations may result in substantial inequities between
City's subtenants and any such inequity is sufficient ground for either party to refuse
permission for a requested exception.
10. No sandwich boards or banners will be displayed upon the exterior of or anywhere
adjacent to the Parking Garage. Sound Transit has the right, without any notice to City
or any of City's subtenants, to remove and dispose of any sandwich boards at City's
expense (which City may recover from it subtenant).
F�IN�2
Page: 2 of 2
Revlaed: 6-7-2002
Proleot: 20149.04
AUBURN GARAGE RETAIL
slaNAa�
ELEVATION/WAtI SECTION
INTEGRUS
A R C H I T E C T U R E
720 3rd Ave. Suite 2300, Seattle, WA 98104
206/628-3137 FAX 206/628-3138
Exhibit F
Tenant Improvement Plan
The following work to be completed Uy landlord subject to the bids received for the cost of
the work. Cost not to exceed $
a.
b,
g. One (1) exterior sign placed under canopy, and One (1) sign attached to the
building above the canopy.
i. Internal electrical, data, telephone outlets.
RENT RIDER
LANDLORD and Tenant should complete only those provisions below which apply.
Any provisions below which is not completed shall not apply to the Lease,
i. BASE: MONTHLI' RENT SCIiEDULE, Tenant shall pay Landlord base
monthly rent during the Lease Terns according to the following schedule. Base Rent does not
include the Leasehold Tax as established by the State of Washington,
_Lease Period (Stated in Months)
Months 01 - 12
Months 13 - 24
Months 25 - 36
Months 37 - 48
Months 49 - 60
Landlord's Initials
Landlord's liritials
2/2/03
Base Monthly Rent Amount
Tenant's Initials
Tenant's Initials
OPTION TO EXTEND RIDER
PROVIDED tenant is not in default at the time of exercise or upon the
commencement of any extension term, Tenant shall have One (1) (if not completed,
zero) successive option to extend the term of this Lease for Five (5) years. Tenant
shall exercise each option by delivering written notice to Landlord not less than one
Hundred eighty (I80) days prior to the expiration of the then current Lease term. Upon
the exercise of any option, the term of this Lease shall be extended for the period of the
subject option upon all of the same terms, conditions and covenants as set forth herein,
except for the amount of the base monthly rental stated in year 5 of the current Lease
which shall be increased in accordance with the increase in the United States
Department of Labor, Bureau of Labor Statistics Consumer Pace Index for All Urban
Consumers up to a maximum of the CPI plus 2% when such index increases. In
subsequent years the rent paid annually will, at the landlord's option, increase by the
CPI.