HomeMy WebLinkAboutGRCC #DEL05-0034
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AFTER RECORDING RETURN TO:
Department of General Administration
Division of State Services, Real Estate
PO Box 41015
Olympia, WA 98504-1015
Delegated Sublease No. DEL 05-0034
(Auburn) RBB/th
Date: 4115105
DELEGATED SUBLEASE
This DELEGATED SUBLEASE, made and entered into by and between the City of Aubum, a Washington
municipal corporation, whose interest in subject property is that of Lessee, hereinafter called the Sublessor, and the
State of Washington, Green River Community College. acting under a Delegation of Authority fiom the Department
of General Administration, in accordance with RCW 43.82.010, hereinafter called the Sublessee. Sublessor, entered
into a lease with Centra] Puget Sound Regional Transit Authority, as Lessor, dated June 26, 2002.
SUBLEASED PREMISES
I. The Sublessor hereby subleases to the Sublessee the following described premises:
Common Street Address: 110 A Street S.W., Suites 110, 115, 135, 145, Auburn, Washington
Approximately 7325 square feet of office and classroom space located at 110 A Street S.W., Suites 1]0,
115, 135, 145, Auburn, Washington and described as the subleased premises ("Premises") is that part of the interior
space of the ground floor of the parking garage ("Parking Garage") at the Auburn Transit Station which part is
outlined on the floor plan attached hereto as Exhibit A. The Parking Garage is located on the land legally described
in Exhibit D attached hereto and the location of the Parking Garage is outlined on the site plan of the Auburn Transit
Station attached hereto as Exhibit C. The Premises includes all windows and other glass in the exterior wall(s) of
the Parking Garage within the area outlined on the Exhibit A floor plan and all ùoors leading into and out of the
Premises. The Premises do not include (a) the exterior walls of the Parking Garage, (b) the area beneath the upper
surface of the concrete slab floor, (c) the area above the lower surface of the suspended ceiling, (d) the area beneath
the surface of the interior perimeter walls of the Premises, (e) all pipes and ducts, conduits, wi",s, fixtures, and
equipment located above the suspended ceiling of, or in structural elements of, the Parking Garage, or (t) any area
within a closet or other enclosure around electrical, mechanical, or plumbing systems of the Parking Garage even
though such closet or other enclosure may not be excluded or shown on the Exhibit A floor plan. Sublessee's
Prorata Share is 53.1% (7325 Sq. Ft.) of 13,811 leaseable square feet.
2. Plaza Tenant Area. The Premises (CHECK ONE):
does
..x... does not
include all or any part of the Plaza Tenant Area. Provided, however, within the constraints of the Sublessor's Master
Lease with Sound Transit as attached in Exhibit E, Sublt:ssee shall be entitled to use those portions of the Plaza
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-.- "','-
Tenant Area, not to include the public sidewalk, within 25 linear feet adjacent to the leased premises for temporary
tables and chairs for employees and students of the Sublessee. Tables and chairs to be reviewed and approved by the
Sublessor for compatibility with the surrounding environment. Such temporary tables and chairs to be removed at
the request of the Sublessor when deemed necessary for construction, maintenance and public events. Sublessee is to
be responsible for clean-up of the area immediately adjacent to the area used by Sublessee's customers anù patrons
when such temporary tables and chairs are in use.
USE
3. The premises shall be used by the Green River Community College for the following purpose(s):
Office and classroom space.
3.1 General Matters. Sublessee shall not do or suffer anything to be done in the Premises or the Parking
Garage or on or about the Auburn Transit Station that will increase the insurance rates for or cause any insurer to
cancel or to impose exclusions on any of Sublessor's policies of insurance on or relating to the Property or any part
thereof or the Sublessor's contents therein or Sublessor's liability insurance related to the Property or any part
thereof. For the purposes of the preceding sentence, to the extent that Sublessor self-insures any :risks jointly with
other governmental units and pays assessments relating to such self-insurance, then in the preceding sentence the
term Hpremiums" includes such assessments. Sublessee shall not in any way exceed the design load limits of the
floor of the Premises. Sublessee shall not commit or permit waste of any part of the Property. Sublessee shall not
commit or permit any public or private nuisance or any other act or thing that obstructs, interferes with, or otherwise
disturbs (in Sublessor's good faith opinion) any of the other Sublessees of the Commercia] Tenant Area and/or Plaza
Tenant Area or any of their licensees, permittees or invitees in their use, occupancy, or enjoyment of their respective
premises, the Common Areas or which (in Sublessor's good faith opinion) interferes with Sublessor's ownership or
operation of the Building. Sublessee shall not commit or permit any act or thing that obstructs, interferes with, or
otherwise disturbs (in Sublessor's good faith opinion) Sound Transit or any of its tenants, licenset~s, permittees or
invitecs (including members of the general public) in their respective use, occupancy, or enjoyment of the Parking
Garage or any other part of the Auburn Transit Center Station. Sublessee shall not use or place any apparatus,
machinery, or device which causes any substantial noise or vibration in or about the Property without Sublessor's
prior written consent, which Sublessor may refuse or condition in its discretion. Sublessee shall ¡¡t all times keep
access to enclosures within the Premises for any Parking Garage systems that are excluded trom the Premises, if any,
fiee fiom obstruction or hindrance, and Sublessee shall not keep, place, or store anything in such enclosures.
Sublessee shall comply with and shall cause its employees, agents, visitors, and contractors to comply with such
reasonable rules as Sublessor fiom time to time may deem necessary or desirable for the protection of the Leased
Premises, the Common Areas, other parts of the Parking Garage and/or the Plaza Tenant Area, its :safety, care. and
cleanliness, and good order therein. A copy ofSub]essor's rules presently in effect is attached hereto as Exhibit D.
3.2 Environmental Matters. Sublessee shall comply, and shall cause all its employees, contractors and
agents to comply, with all requirements of every applicab]e Law concerning use, handling, storage, disposal,
removal, and encapsulation of any hazardous, toxic, or dangerous substance or waste brought onto, released onto,
used in or about, or generated in or about the Parking Garage or the Auburn Transit Center by Sublessee or by any of
its employees, agents, visitors, or contractors, or by any other person with Sublessee's consent or pennission, express
or implied. Sublessee shall indemnifY, defend, and hold harmless Sublessor, Sublessor Re]ated Parties, and the
Property fiom and against all demands, claims, liabilities, damages, awards, judgments, costs, and expenses incurred
by or asserted against Sublessor, Sublessor Related Parties, and/or the Property arising from or in any way related to
any failure by Sublessee or any of its contractors or agents to perform as required by the preceding sentence or
arising from or in any way related to the assertion of any such failure. In the preceding sentence: (a) "costs" include,
but are not limited to, fmes, penalties, costs of any investigation, costs of any remedial action, costs of restoration or
replacement of any part of the Auburn Transit Station or any improvements thereon (including but not limited to the
Parking Garage), and the costs of settlement; and (b) "expenses" include, but are not limited to, the costs and fees of
attorneys, consultants, experts, and witnesses. Sublessee's obligations under this paragraph survive the expiration or
termination of this Sublease.
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TERM
4. TO HAVE AND TO HOLD the premises with their appurtenances for the term beginning July I,
2005 and ending June 30, 2010. Possession to make Sublessee improvements (paragraph 21.2) beginning May 8,
2005.
RENEWAL
5. Right to Extend. PROVIDED Sublessee is not in default at the time of exercise or upon the
commencement of any extension term, Sublessee shall have One (1) (if not completed, zero) successive option to
extend the term of this Lease for Five (5) years. Sublessee shall exercise each option by delivering written notice to
Sublessor not less than one hundred eighty (180) days prior to the expiration of the then current L,,"se 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.
RENTAL RATE
6. The Sublessee shall pay the Sublessor for the premises rent at the following rate:
Six Hundred Ten Dollars and Forty Two Cents $ 610.42 per month. Payment shall be made directly to Sublessor at
the end of each month upon submission of properly executed vouchers.
EXPENSES
7. During the term of this Sublease, Sublessor shall pay all real estate taxes, all property assessments,
building insurance, which shall be for the sole benefit of the Sublessor except as expressly provided for herein, and
maintenance and repair as described below.
7.1. Sublessee shall pay for the following:
a) In addition to the rental payments provided herein, the Sublessee shall pay all utility
billing in the normal course. Unless the parties agree otherwise, the Sublessee shall apply fDr and subscribe
to the various utilities available for and used by the premises of this sublease in the Sublessee's name. The
Sublessee shall also be responsible for paying to the Sublessor the provision of utilities for Common areas
according to the prorata share percentage provided herein above, Încluding water, electric power, sewer and
solid waste.
b) Janitoria] Costs: The Sublessee shall be solely responsible for janitorial costs for the
premises of this sublease. The Sublessee shall also be responsible for paying the Sublessor for the portion
of janitorial services for connnon areas according to the prorata share percentage provided herein above.
MAINTENANCE AND REPAIR
8. The Sublessor shall maintain the premises in good repair and tenantable condition during the
continuance of this Sublease, except in case of damage arising fiom the negligence of the Sublessee's clients, agents
or employees. For the purposes of so maintaining and repairing the premises, the Sublessor reserves the right at
reasonable times to enter and inspect the premises and to make any necessary repairs to the building. Sublessor's
maintenance and repair obligations under paragraph 7 shall include, but not be limited to, the mechanical, electrical,
interior lighting, plumbing, heating, ventilating and air-conditioning systems (including rep]acem<:nt of filters as
recommended in equipment service manual); floor coverings; window coverings; elevators; inside and outside walls
(including windows and doors); all structural portions of the building (including the roof and the watertight integrity
of same); porches, stairways; sidewalks; exterior lighting; parking lot (including snow removal, cleaning and
restriping as required); whee] burnpers; drainage; landscaping and continuous satisfaction of all governmental
requirements generally applicable to similar office buildings in the area (example: frre, building, energy codes,
Page30fl7
indoor air quality and requirements to provide architecturally barrier-fiee premises for persons with disabilities, etc.),
except as such governmental requirements are the express duty of the Sublessee under Paragraph 12.
8.1. The Sublessee shall maintain and perform repairs on the work completed as Sublessee improvements.
Additionally, the Sublessee shall be responsible for the leased space maintenance of interior walls, Hoar and window
coverings, and the replacement of ballasts, starters and fluorescent tubes as required. Sublessee shall maintain the
Premises in a clean and sanitary manner, and in a condition reasonably consistent with its safe use by the Sublessee's
employees, students, invitees, and the public.
ASSIGNMENT/SUBLEASE
9. The Sublessee may not assign this Sublease or sublet the premises.
PAYMENT
10. Any and all payments provided for herein when made to the Sublessor by the Sublessee shall
release the Sublessee from any obligation therefore to any other party or assignee.
ENTIRE AGREEMENT
11. All prior understandings and agreements between the parties are merged within this Sublease,
which a]onc fully and completely sets forth the understanding of the parties; and this Sublease may not be changed or
ternrinated orally or in any manner other than by written agreement.
COMPLIANCE WITH STATE/FEDERAL LAWS
12. Sublessor is responsible for complying with all applicable state, federal, and ]ocallaws in its actions
under this Sublease, including but not limited to the provisions of the Americans With Disabilities Act of 1990 (42
V.S.C. 12101· 12213) and the Washington State Law Against Discrimination, Chapter 49.60 RCW, as well as the
regulations adopted thereunder, with respect to the subleased premises. Sublessee shall pay all costs associated with
current or future modifications to the Premises required to bring Sublessee's activities or Sublessee's alterations into
compliance with applicable state, federal, and local laws.
FIXTURES
13. The Sublessee, upon the written authorization of the Department of Genera] Administration, shall
have the right during the existence of this Sublease with the written pennission of the Sublessor (such pennission
shall not be unreasonably withheld), to make alterations, attach fixtures, and erect additions, structures or signs, in or
upon the premises hereby subleased. Such alterations, fixtures, additions, structures and signs shall be authorized
only by the Department of General Administration. Performance of any of the rights authorized above shall be
conducted in compliance with all applicable governmental regulations, building codes, including obtaining any
necessary pennits. Any fixtures, additions, or structures so placed in or upon or attached to the premises shall be and
remain the property of the Sublessee and shall be removed therefiom by the Sublessee upon the termination of this
sublease, unless Sublessor gives express written pennission for such items to remain upon the premises. Any
damage caused by the removal of any of the above items shall be repaired by the Sublessee.
AL TERATIONSIIMPROVEMENTS
]4. In the event the Sublessee requires alterationslimprovements during the term of this Sublease, any
renewals and/or modifications thereof, the Sublessor shall have the right to provide such services at Sublessee's cost.
If required by state law, the Sublessor shall pay prevailing rate of wage to all workers, laborers or mechanics
employed to perform such work as well as comply with the rules and regulations of the Department of Labor &
Industries. If the Sublessee considers Sublessor's proposed costs for alterations/ improvements excessive, Sublessee
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shall have the right, but not the obligation, to request and receive at least two independent bids; and the Sublessee
shall have the right at its option to select one alternative contractor whom the Sublessor shall allow to provide such
services for the Sublessee in compliance with the Sublessor's building standards and operation procedures.
PREVAILING WAGE
15. The parties agree to pay the prevailing rate of wage to all workers, laborers, or mechanics
employed in the performance of any part of this Sublease when required by state law to do so, and to comply with
the provisions of Chapter 39.12 RCW, as amended, and the rules and regulations of the Departm"nt of Labor and
Industries. The rules and regulations of the Department of Labor and Industries and the schedule of prevailing wage
rates for the locality or localities where this Sublease will be performed as determined by the Industrial Statistician of
the Department of Labor and Industries, are by reference made a part of this Sublease as though fully set forth
herein.
DISASTER
16. In the event the Premises are destroyed or injured by fire, earthquake or other 4:asualty so as to
render the Premises unfit for occupancy, and Sublessor neglects and/or refuses to restore said premises to its former
condition, Sublessee may terminate this sublease and shall be reimbursed for any rent paid during such period the
Premises was nrrfit for occupancy. In the event said premises are partially destroyed by any of the ,aforesaid means,
the rent herein agreed to be paid shall be abated fiom the time of occurrence of such destruction or injury until the
premises are again restored to their former condition, and any rent paid by the Sublessee during the period of
abatement shall be credited upon the next instalhnent(s) of rent to be paid. It is understood that the terms "abated"
and "abatement" mean a pro rata reduction of area unsuitable for occupancy due to casualty loss in relation to the
total rented area.
NO GUARANTEES
17. It is understood that no guarantees, express or implied, representations, promisl~s or statements
have been made by the parties unless endorsed herein in writing. And it is further understood that the Sublessee, a
state agency, is acting in compliance with a delegated authority fiom the Department of Genera] Administration in
accordance with 43.82.010. Any amendment or modification of this Sublease must be in writing and signed by both
parties.
ENERGY
18. The Sublessor, or authorized representative, in accordance with RCW 43.19.685, has conducted a
walk-through survey of the subleased premises with a representative of the Director of the Department of General
Administration. Sublessor will undertake technical assistaoce studies and/or subsequent acquisition and installation
of energy conservation measures identified as cost effective by the survey.
REIMBURSEMENT FOR DAMAGE TO PREMISES
19. The Sublessee hereby agrees to reimburse the Sublessor for damages caused by the negligence of
its employees, clients and agents, but in no event shall this paragraph be construed as diminishing the Sublessor's
duty to make repairs as set forth in preceding paragraphs of this sublease, or as making Sublessee responsible for the
repair of nonnal wear and tear.
HAZARDOUS SUBSTANCES
20. Sublessor warrants to hislher knowledge that no hazardous substance, toxic waste, or other toxic
substance has been produced, disposed of, or is or has been kept on the premises hereby subleased which if found on
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the property would subject the owner or user to any damages, penalty, or liability under an applicable local, state or
federal law or regulation.
Sublessor shall indemnify and hold harmless the Sublessee with respect to any and all damages, costs,
attorneys' fees, and penalties arising fiom the presence of any hazardous or toxic substances on the premises, except
for such substances as may be placed on the premises by the Sublessee.
ADDITIONAL SUBLEASE PROVISIONS
21. It is agreed that the Sublessor shall, at Sublessor's sole cost and expense, on or before, June 30,
2005, complete in a good and workmanlike manner the following items:
a) Clean building exterior to remove white substance
b) None
21. I. It is also agreed that the Sublessor shall, at Sublessor's sole cost and expense, on or before June 30,
2005, complete in a good and workmanlike manner the following items:
a) None
21.2. Possession To Make Tenant Improvements. If Sublessee elects to make, and Sublessor consents
to Sublessee making Tenant Improvements, Sublessee may have possession of the Premises for the sole purpose of
making Tenant Improvements fiom the date Sublessor specifies by written notice to Sublessee advising Sublessee
that the Premises are ready for such possession by Sublessee.. If Sublessor's notice of readiness is not given within
such time, then the Commencement Date shall be delayed by a period equal to the delay in Sublessor's notice. Even
if the Tenant Improvements are not completed before such time, the Term shall nevertheless commence on the
Commencement Date. The tenns and conditions of Sublessee's possession of the Premises under this paragraph are
all those specified in this Sublease except that Sublessee shall not be liable for any Rent during the period of such
possession until the Commencement Date.
21.3 Earlv Occuoancv. Without Sublessor's prior written consent Sublessee shall not occupy the
Premises before the Commencement Date for any purpose other than permitted according to Paragraph 4. If
Sublessee does occupy the Premises before the Commencement Date for any other purpose, then the Commencement
Date shall be the date of occupancy but the expiration date shall not be changed.
WITHHOLDING OF RENT PAYMENTS
22. If the Sublessor fails to maintain, repair and/or improve the premises as set forth herein, the
Sublessee may, if authorized by the Department of General Administration, withhold ten percent (10%) of rent
payments until such time as Sublessor completes deficient maintenance, repair and/or improvements. Upon receipt
of docwnentation of Sublessor's noncompliance with maintenance, repair and/or improvement provisions and a
written request to withhold rent payments fiom the Sublessee, the Department of General Administration shall
provide Sublessor with a list of deficient maintenance, repair and/or improvement items and notify Sublessor that
Sublessee has been authorized to withhold rent payment until deficient maintenance, repair and/or iroprovements
have been completed. Sublessee shall place all withheld rent payments in an interest bearing account. Withheld rent
payments plus accrued interest will be remitted to Sublessor after the Department of General Administration verifies
that Sublessor has satisfactorily completed all maintenance, repair and/or improvements and authorizes Sublessee to
remit the withheld rent. Nothing in this provisiou shall limit other remedies which may be available to Sublessee
under this Sublease.
CONDEMNATION
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23. If all the premises or sueh portions of the Building as may be required for the reasonable use of the
premises, are taken by eminent domain, this Sublease shall automatically terminate as of the date Sublessee is
required to vacate the premises and all rentals shall be paid to that date. In case of a taking of a part of the premises,
or a portion of the Bui]ding not required for the reasonable use of the premises, at Sublessee's determination, then
the Sublease shall continue in full force and effect and the rental shall be equitably reduced based on the proportion
by which the floor area of the premises is reduced, such rent reduction to be effective as of the date possession of
such portion is delivered to the condemning authority. Sublessor reserves all rights to damages and awards in
connection therewi~ except Sublessee shall have the Tight to claim from the conderruring authority the value of its
leasehold interest and any relocation benefits.
HOLDING OVER
24. Upon written consent of the Sublessor, Sublessee may remain in possession of the premises after
the expiration or termination of the Sublease tenn, or any extension thereof. Such possession by Sublessee shall be
deemed to be a month-ta-month tenancy, tenninable as provided by law. During such month-ta-month tenancy,
Sublessee shall pay all rent provided in this Sublease or such other rent as the parties mutually agree in writing and
all provisions of this Sublease shall apply to the month-to-month tenancy, except those pertaining to term and option
to extend.
SUBORDINATION
25. So long as Sublessor has fully performed under the terms of this Sublease, Sublessee agrees to
execute, within ten (10) days of written request by Sublessor, the state's standard Tenant Estoppel and Subordination
Agreements which have been approved as to form by the Office of the Attorney General.
CAPTIONS
26. The captions and paragraph headings hereof are inserted for convenience purposes only and shall
not be deemed to limit or expand the meaning of any paragraph.
INSURANCE
27. It is recognized that the State of Washington, including all its agencies and departments (which
includes the Sublessee), is self-insured for all exposure to genera] liability and vehicle liability as provided in the
Risk Management Act, Revised Code of Washington (RCW) 43.]9.19362. The Self-Insurance Liability Program
provides first dollar coverage up to $5 million per occurrence. The Self-Insurance Liability Program is continuous
unless abolished by the Washington State Legislature.
27.1. It is further recognized that the Tort Claims Act, RCW 4.92 et seq., provides the fimdamenta]
remedy for all liability claims against the state, its agencies and departments and/or the actions of its officers,
employees and volunteers while engaged in the perfonnance of their official duties. Such claims must be filed with
the Office ofPinancia] Management, Office of Risk Management for processing according to statute.
LEGAL RELATIONS
28. A state agency does not have authority to enter into a contract that agrees to hold another party
haffiÙess and to indemnify the other party for its loss. No party shall be liable for damage or claims which arise from
or relate to the performance or non-performance of this Sublease by any other party. Each party shall be responsible
OIÙy for the negligent acts and omissions of its own officers, employees, and agents, and no party shall be considered
the agent of the other. Sublessor shall defend, indemnifY and hold haffiÙess Sublessee with respect to any and all
damages, costs, attorneys' fees, and penalties arising out of or resulting fÌom the acts, errors or omissions of
Sublessor, in performance of this Sublease, to the extent of injuries or damage caused by the negligence of
Sublessor. Sublessee shall defend, indemnify and hold harnùess Sublessor and Sound Transit with respect to any
Page 7 ofl7
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"-- ~--...-------_.-
and all damages, costs, attorneys' fees, and penalties arising out of or resulting from the acts, errors or omissions of
Sublessee, in performance of this Sublease, to the extent of injuries or damage caused by the negligence of
Sublessee.
TERMINATION
29. Failure of Sublessee to comply with any provision of this Sublease shall constitute a default and
material breach of the Sublease, and if such breach is not remedied within thirty days of receipt of written notice
fiom Sublessor, Sublessor may terminate this Sublease.
BINDING AUTHORITY
30. It is further understood that this Sublease shall not be binding upon the State of Washington, Green
River Community College, unless signed by the Sublessee's Director, Commissioner, or hislber designee.
NOTICES
31. Wherever in this Sublease written notices are to be given or made, they will be sent by certified
mail to the address listed below unless a different address shall be designated in writing and delivered to the other
party.
SUBLESSOR:
City of Auburn
Attention: Director ofP]anning
25 West Main Street
Auburn, WA 98001-4998
SUBLESSEE:
Green River Community College
1240] South 320th Street
Auburn, WA 98001-4998
WITH A COPY TO:
Department of General Administration
Division of State Services
Genera] Administration Bldg.
Post Office Box 41015
Olympia, Washington 98092·36995
DEL 05-0034
By:
'es hereto have hereunto subscribed their names.
~
SUBLESSEE:
Title:
STATE OF WASHINGTON
Green River Community College
Date:
(Sublessor: If corporation, partnership,
or other officer with legal authority
other than a natural person, give title)
Acting under a Delegation of Authority fiom the
DepartrnentOfGen~
By:~.~.
Title: Vice President for Business Affairs
Date:
-5 /('5/ rþ~
Page 8 of17
. ---.._---..._------------
APPROVED AS TO FORM:
By: ADDrova] on file
Assistant Attorney Genera]
Date: 5/12/2005
STATE OF WASHINGTON
) ss.
County of King
On this l'3tk day of IVIfLI.( ,AD.,20 ð':>' , before me personally
appeared R. B. Brumfield to me known to be the Vice President of Business Affairs of Green River Community
College, that executed the within and foregoing instrument and acknowledged the said instrument to be the fiee and
voluntary act and deed of said state agency, for the uses and purposes therein mentioned, and on oath stated that he was
authorized to execute said instrument and that the seal affixed thereto is the corporate seal of said corporation.
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In Witness Whereof I have hereunto set my hand and affixed my official seal ~~ ~.cr~.í!1~above
written. ~\'v«-:'·'~ss¡on€~..~ ~
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ST ATE OF WASHINGTON
) ss.
County of King
On this ì.3~ day of ~, AD., 20 ()5 , before me personally
appeared ~..;f.u.) iB. ~nl /....) to me own to be the ~ ' that
executed the within and foregoing instrument and acknowledged the said instrument to be the ee and voluntary act and
deed of said corporation, for the uses and ptuposes therein mentioned, and on oath stated that he was authorized to
execute said instrument and that the seal affixed thereto is the corporate seal of said corporation.
Mitten.
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year fIrst above
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Page 9 ofl7
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Page 100f17
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EXHIBIT A
Outline of the Premises
PLATFORM
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Interior
Restrooms
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Interior Hall
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This area is
included in the
total square
feet but not on
the floor plan
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Public
Restrooms q
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dwarct
Jones
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2,918 Sq. Ft.
Finished
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q. Ft.
hed
Page 11 of!7
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EXHIBIT B
Legal Description
That certain parcel ofland situated in the City of Auburn, County of King, State of Washington, being all of Block 4
of the Town of Slaughter as shown on a plat thereof recorded in V olurne 2 of Plats, at Page 56, records of said
county, and that portion of the street vacated by Ordinance Nos. 481, 483 and 493 of said city, described as a whole
as follows:
BEGINNING at the northeast corner of said Block 4, said corner being the intersection of the southerly margin of
First Street SW (60.00 feet wide) with the westerly margin of "A" Street SW (60.00 feet wide); thenee along the
northerly line of said block and said southerly margin of First Street SW, and its westerly extension, North 89"05'36"
West 234.84 feet to the easterly line of The Bur]ington Northern and Santa Fe Railway Company Right-of-Way;
thence along said easterly line, South 00"40'12" West 96.19 feet to the beginning ofa tangent curve concave easterly
and having a radius of 17138.74 feet; thence continuing along said easterly line and along said curve southerly
164.42 feet through a central angle of 00"32'59" to the westerly extension of the northerly margin of Second Street
SW (60.00 feet wide); thence along said westerly extension and the southerly line of said block, South 89"05'36"
East 232.85 feet to the southeast corner of said block and said westerly margin of itA" Street SW; thence along the
easterly line of said block and said westerly margin, North 00"56'04" East 260.60 feet to the POINT OF
BEGINNING.
NOTE: THE FOREGOING LEGAL DESCRIPTION INCLUDES (8) ALL THE REAL
PROPERTY ON WHICH ALL THE PARKING GARAGE AND SOME OF THE PLAZA
ARE LOCATED, Ib) SOME REAL PROPERTY WHICH IS PART OF THE STATION
BUT ON WHICH NO PART OF THE PARKING GARAGE OR THE PLAZA IS
LOCATED BUT Ic) DOES NOT INCLUDE ALL OF THE REAL PROPERTY ON WHICH
THE PLAZA IS LOCATED. WHEN AN ACCURATE LEGAL DESCRIPTION OF THE
REAL PROPERTY ON WHICH ONLY THE PARKING GARAGE AND THE PLAZA
ARE LOCATED A NEW EXHIBIT B CONTAINING SUCH DESCRIPTION SHALL BE
SUBSTITUTED FOR THE FOREGOING LEGAL DESCRIPTION.
Page 120f17
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EXHIBIT D
Rules and Regulations
for the Commercial Tenant Area
at the Parking Garage of the Auburn Transit Station
1. Smoking of tobacco or any other substance and use of any tobacco product anywhere inside any
part of the Parking Garage is prohibited.
2. Sublessee shall not make or pennit to be made any duplicate keys, key cards or other operating
devices for any lock or other security device provided by Sublessor or by Sound Transit in the Premises or the
Parking Garage. If more than one key, key card or operating device for any such lock or other security device is
desired, subject to Sublessor's prior consent concerning the number, such additional keys or operating devices shall
be provided by Sublessor at Sublessee's expense.
3. Furniture, freight, supplies, equipment, and other property of any kind which are not carried by
hand by one person shall be brought into, moved about in, and removed from the Property only at the times and in
the manner reasonably permitted by Sublessor. Any such property which is not carried by hand shall be moved using
hand trucks equipped with rubber tires and rubber side guards and Sublessor may also require use of protective
covering for carpets, tile, and other floor coverings. All damage done to any part of the Station by Sublessee, its
employees, agents, suppliers, or furniture and equipment movers in bringing into, moving about in, or removing from
the Property any personal property shall be repaired by Sublessor at Sublessee's expense.
4. Sublessee shall not and shall not pennit any of its employees, agents, invitees, customers,
licensees, permittees or contractors to obstruct any of the driveways, entryways, or corridors of the Parking Garage
and Sublessee shall not use any of such facilities for any purpose except ingress or egress to and from the Premises.
Sublessee shall not bring into or keep within any part of the Premises any animal, bird, bicycle, or other type of
vehicle and shall not pennit any of its employees, agents, invitees, customers, licensees, permittees or contractors to
do so. The preceding sentence does not apply to animals trained to assist and actually assisting persons with a
disability.
5. Sublessee shall not use or permit to be used in the Premises or Parking Garage or about the Station
anything that is dangerous to life or limb; nor in any manner deface or injure any part of the Property or the Station;
nor overload any floor or other part thereof; nor pennit any noise or odor to escape or be emitted fiom the Premises.
6. Sublessee shall insure that all water faucets or water apparatus and electrically powered devices
(except security devices) are turned off when Sublessee or its employees leave the Premises, so as to prevent waste
or damage. Sublessee shall be responsible for any damage to any part of the Property and any contents therein and
for all damage or injuries sustained by other persons in or about the Property or the Station arising ftom Sublessee's
failure to observe this provision.
7. Sublessee, its employees, agents, invitees, customers, licensees, permittees and contractors shall
obey all traffic and parking regulations and restrictions posted by Sublessor or by Sound Transit in the Parking
Garage and anywhere else in the Station.
8. The toilets, urinals, sinks, and other apparatus in the restrooms and elsewhere in the Parking
Garage shall not be used for any purpose other than for which they were constructed and no foreign substance of any
kind whatsoever shall be thrown or disposed of therein. Without limiting the generality of the preceding, no
feminine sanitary devices, cigar or cigarette butts, coffee grounds or other kitchen waste, or any paper goods except
toilet paper shall be disposed of in or flushed down any urinal or toilet. Sublessee shall pay all expenses of
Pagt: 14 of 17
correcting or repairing any breakage, stoppage, or damage resulting fiom violation of this provision by Sublessee or
any of its employees, agents, invitees, customers, licensees, permittees or contractors.
9. Except as provided in this paragraph, Sublessee shall place all its refuse, garbage, and other
material Sublessee desires to discard in the durnpster or dumpsters provided by Sublessor for the Property. If at any
time Sublessee has material to be discarded that is not normal (in size, type, volurne, or otherwise) to day-to-day
operation of its business in the Premises, Sublessee shall immediately notify Sublessor. In such cases, Sublessor
shall have the right, at its election, to require Sublessee either to immediately and at Sublessee's expense remove
such discards fiom the Property and the Station. Except with Sublessor's prior consent, Sublessee shall not place any
materia] to be discarded next to Sublessor's durnpsters or anywhere else in or about the Property except in
wastebaskets in the Premises. Sublessee shall not, and shall not permit any of its employees, agents, visitors, or
contractors to, attempt to discard any refuse, garbage, or other materia] through refuse removal furnished by
Sublessor at the Property except that which is generated by Sublessee at the Premises in the ordinary course of
Sublessee's use thereof. However, Sublessee shall not, and shall not pennit any of its employees, agents, visitors, or
contractors to, attempt to dispose of any hazardous, toxic, or dangerous substance or waste through refuse removal
furnished by Sublessor.
10. Sublessee shall not use or keep or permit to be used or kept in or about the Premises, the Parking
Garage, the Property or the Station any kerosene, gasoline, or other inflammable or combustible fluid or materia], or
use any method of heating or air-conditioning other than that furnished by Sublessor.
II. Sublessor will direct electricians and other installers as to where and how wires, cable, and conduit
for electric service, telephone service, and other communications services (including but not limited to audio, video,
electronic, and Internet communications) and any pipes for water, sewer or gas are to be introduced to the Premises,
the Parking Garage and the Property. Sublessee shall not do or permit any boring or cutting for wires, cable,
conduit, or pipes without Sublessor's prior written consent. The location and manner of affixation of outlets, jacks,
and other connections for telephone, call boxes, and other electric, electronic, communications, data processing, and
office equipment affixed to any part of the Premises or the Parking Garage Building shall be subject to Sublessor's
prior approval. Without Sublessor's prior consent, Sublessee shall not install anywhere in or about the Premises or
the Parking Garage any antenna. receiving dish, transmitter. or other device for transmission or reception of any form
of wireless communication.
12. Without Sublessor's prior written consent, Sublessee shall not lay or permit to be laid any
linoleum, tile, carpet, or other floor covering so that the same is affixed in any manner to the floor or subfloor of the
Premises. Sublessee shall pay Sublessor's expenses of repairing any damage resulting from a violation of this rule
and of removing and replacing any floor covering laid by Sublessee.
13. In case of mob, riot, public excitement, other commotion or disorder, or other emergency,
Sublessor has the right, but not the obligation, to attempt to prevent access to the Property during the continuance of
the same by locking the doors or otherwise.
14. Without Sublessor's prior written consent, no vending machine or any other machine activated by
insertion of coins, other money, or credit or other access cards or devices bearing any coding device shall be place,
maintained, or operated anywhere in the Parking Garage.
15. Sublessee shall not and shall not permit any of its employees, agents, visitors, or contractors to
cook or otherwise prepare any food in the Premises. This rule does not prohibit the use of coffeemakers or similar
appliances to prepare coffee or hot water for tea or the use of microwave ovens to heat previously prepared food.
This rule also does not apply where the Permitted Use includes preparation of food for consumption on or off the
Premises by Sublessee's customers.
16. Sublessor has the right but not the obligation to exclude or expel fiom the Property any person who
is intoxicated or under the influence of any alcoholic beverage or any drug, who is abusive to, threatening, harassing,
Page 150f17
annoying, or otherwise disturbing any other person in or about the Property, or who is violating any of these Rules.
Sublessee shall not pennit any such person who is one of Sublessee's employees, agents, invitees, customers,
licensees. pennittees or contractors to be or to remain in or about the Property.
17. From time to time in its discretion Sublessor may amend, add to, delete fiom, or otherwise change
these Ru]es provided that any such change shall not be inconsistent with Sublessee's rights under its sublease. Each
such change shall be effective when made in writing and notice thereof given to Sublessee in the manner specified in
Sublessee's sublease for the giving of notice.
18. Capitalized tenns used in these Rules that are defmed in Sublessee's subleasl~ have the same
meaning as provided in such sublease. Wberever in these rules Sublessor's consent or appro va] is required,
Sublessor may in its discretion refuse or condition such consent or approval.
Page: 16 of 17
LEASE
BETWEEN:
CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY
"Sound Transit"
as Landlord
AND
CITY OF AUBURN
"City"
as Tenant
Dale of Lease
June 26. 2002
10ll"03.LI
""'''''
------------------------.---- -
LEASE
Table of Contents
PaKe
ARTICLE 1: BASIC TERMS ..................................................................................................2
1.1 Definitions........ ........ ..............................,......................................... ....................2
(a) City............. ...... ........................................................ ....................................2
(b) City's Parking Spaces ...................................................................................2
(c) Commercial Tenant Area .............................................................................2
(d) Common Areas ........_....................................... .............................................2
(c) Kiss and Ride Spaces ...................................................................................3
(I) Leased Premises ...........................................................................................3
(g) Other Parking Spaces ...................................................................................3
(h) Operating Procedures ...................................................................................3
(i) Parking Garage ........................................................................... .... ..............3
(j) Plaza .... ............. ................. ........ ............................ ................................ .......3
(1<) Plaza Tenant Area ........................................................................................3
(I) Sound Transit. ............... ...............................................................................3
(m) Station...........................................................................................................3
(n) Term ........................................................................................... ..................3
1.2 Date of Lease .......................................................................................................3
1.3 Landlord............................... ............. ...................................... ...................... .......4
1.4 Tenant..... ............ ......... ............. ...........................................................................4
1.5 Leased Premises.... ........................................................... ....................................4
1.6 Lease Term............ ........ ............ ...........................................................................4
1.7 Permitted Uses .......................... ...........................................................................4
1.8 Charges Payable by City .4.....................................................................................
ARTICLE 2: LEASE, LEASE TERM AND CITY PAYMENTS ...........................................4
2.1 Lease of Property for Initial Lease Term.............................................................4
2.2 City's Options to Extend ......................................................................................5
2.3 Sound Transit's Work. ................................................... .......................................5
2.4 Delivery; Early Occupancy; Delay in Commenccment.......................................5
2.5 City's Additional Rights.......................................................................................6
(a) Common Areas.............................................................................................6
(b) Kiss and Ride Spaces ...................................................................................6
(c) Other Parking Spaces ...................................................................................6
(d) Special Events ..............................................................................................6
(e) Elevator Lobby .............................................................................................7
(I) Sidewalk Vendors and Kiosks......................................................................8
(g) Plaza Tenanl Area ........................................................................................8
(h) Vertical Shafts and 'RoofTop' Equipment and Devices ..............................8
2.6 City's Option To Purchase ...................................................................................9
(a) Preliminary Notices........... ............................................................ ...............9
(b) Determination of Price .................................................................................10
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(c) Notice of Exercise ........................................................................................11
(d) Closing...................................................................................... ....................11
(d) Sound Transit's Option .................................................................................13
2.7 Tennination; Advance Payments .........................................................................14
ARTICLE 3: CHARGES PAYABLE BY CITY...................................................................... 14
3.1 Utilities.......... ................ ............ ...................................................................... .....14
3.2 Parking Garage Operations ..................................................................................15
(a) Sound Transit's Obligation. .........................................................................15
(b) Costs of Operations ......................................................................................15
3.3 Insurance Policies ................................................................................................ 15
(a) Liability Insurance........................................................................................16
(b) Sound Transit's Property Insurance.............................................................. 16
(c) Other Insurance ............................................................................................16
(d) Payment ofPremiurns ..................................................................................16
(e) Evidence of Insurance ..................................................................................17
(f) General Insurance Provisions .......................................................................17
3.4 Self-Insurance.......................................................... .......................................... ..18
3.5 Leasehold Excise Tax ..........................................................................................18
ARTICLE 4: USE OF LEASED PREMISES ..........................................................................18
4.1 Permitted Uses ..................................................................m..m........................... 18
(a) City's Parking Spaces and Other Parking Spaces......................................... 18
(b) Commercial Tenant Area .............................................................................18
4.2 Marmer of Use................................................................. .. ....................... ............18
(a) General...... .................. ......... ............................................ .......................... ..18
(b) Prohibited Use.......... ........ ................................................. ........................ ...19
(c) Rules............ ............................................................................................... ..19
4.3 Hazardous Materials ............................................................................................19
4.4 Signs.... ...................... ....... ................... ......... ........ ............................................... .19
(a) Pennanent Signs ................................... ........................................................20
(b) Special Event Temporary Signs ...................................................................20
4.5 Indemnity .................. ....... ............... .................................................. ............ .......20
4.6 Sound Transit's Access ........................................................................................20
4.7 Quiet Possession........ ...... ....... ............. ............................................ .................. ..21
ARTICLE 5: CONDITION OF LEASED PREMISES; MAINTENANCE.
REPAIRS AND ALTERATIONS ....................................................................21
5.\ Condition and Suitability of Leased Premises.....................................................21
5.2 Exemption of Sound Transit ftom Liability.........................................................21
5.3 Sound Transit's Obligations to Repair .................................................................21
5.4 City's Obligations ................................................................................................ .22
5.5 Alterations, Additions and Improvements ...........................................................22
5.6 Condition Upon Tennination...............................................................................22
ARTICLE 6: DAMAGE OR DESTRUCTION........................................................................23
6.1 Partial Damage to Parking Garage.......................................................................23
6.2 Substantial or Total Destruction ..........................................................................23
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6.3 Abatement of Certain Charges; Setoff of Certain Expenses................................23
6.4 Exceptions................ ........ ................................................. .............................. .....24
ARTICLE 7: CONDEMNATION ......................,..,...."............................................................24
7.1 Permanent Taking ................................................................................................24
(a) General Provisions ............................................................... ........................24
(b) Allocation of Award.....................................................................................25
7.2 Abatement and Adjustment of Charges Payable by City.....................................25
7.3 Temporary Taking ...............................................................................................25
ARTICLE 8: ASSIGNMENT AND SUBLETTING ...............................................................26
8. I Subletting ..................................................... ................... ............. ....................... .26
8.2 Assignment ........................................... ................................................. ..... .........26
8.3 Release of City .................................................... .................................................26
8.4 Requesting Sound Transit's Consent....................................................................26
8.5 Sound Transit's Right to Information...................................................................27
ARTICLE 9: BREACH AND REMEDIES..............................................................................27
9.1 Time is of the Essence .........................................................................................27
9.2 Default and Breach Defined.................................................................................27
9.3 Sound Transit's Remedies for City's Breach........................................................27
(a) General Provisions .......................................................................................27
(b) Termination .......... ............................ ............................................................28
(c) Remedies Cumulative......... ......................................................................... .28
(d) Emergencies........ .................... ............. ..... ..... ..............................................28
9.4 City's Remedies for Sound Transit's Breach........................................................28
(a) General Provisions .......................................................................................28
(b) Emergencies ................. .................. ....................................................... .......29
9.5 Interest.......................... ................................ .............................. ........................ ..29
9.6 Attorneys' Fees and Costs....................................................................................29
9.7 Dispute Resolution.. ...... ............................... ........................ .......................,....... .30
(a) Negotiation.... ........... ............. ....................... ............................................... .30
(b) Mediation... ............................. ................................................................... ...30
ARTICLE 10: MISCELLANEOUS PROVISIONS.................................................................30
10.1 Non-Discrimination ...................................................... ....... ... .............. ..... ..........30
10.2 Interpretation.... ............................................ ......... ............. .............................. ....30
10.3 Notices. ................. .................................. .............. .............................................. .30
10.4 Recording............ .......................... ........ ............ ............................ ..................... ..31
10.5 Binding Effect: Governing Law...........................................................................31
10.6 Force Majeure ......................................................................................................31
10.7 Authorized Persons ....................................................... ..................................,....31
10.8 Survival............ ........................ .................... ................... ................................. ....32
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Exhibit 1.1 (b)
Exhibit 1.I(e)
Exhibit 1.1(1)
Exhibit 1.1(i)
Exhibit 2.3
Exhibit 2.S(c)
Exhibit 3 .2(b)
Exhibit 4.2( c)
Exhibit 4.4(d)
?~7R6~ 11
LIST OF EXHIBITS
Commercial Tenant Area and City's Parking Spaces
Station, Parking Garage, Plaza, Plaza Tenant Area and Kiss and Ride
Spaces
Legal Description of Parking Garage and Plaza Property
Parking Garage Operating Procedures
Plans and Specifications for Sound Transit's Work
Holidays
Parking Garage Operating Costs
Station Rules and Regulations
Exterior Wall Sign Criteria
-iv-
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--- -. ...
RECITALS
A. CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY ("Sound
Transit") is a regional transit aulbority organized and existing under Chapters 81.104 and 81.112
oflbe laws oflbe State of Washington.
B. CITY OF AUBURN ("City") is a Washington 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 Snohornish counties of Ibe 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 Between
King County, City Of Auburn, And Central Puget Sound Regional Transit Aulbority For The
Planning, Design And Construction Of The Auburn Multimodal Transit Facility ("lbe
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 Ibe public with facilities for access to and use of Ibe 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,
office and dining use.
G. Sound Transit has acquired title or long term lease rights to Ibe land on which Ibe
Station is located and has constructed the Station, including a parking garage ("Parking Garage")
consisting of 6 floors with 562 parldng 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 Ibe 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
ftom 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 I.he costs of construction of a pedestrian bridge. The Agreement provided that
in exchange for these contributions, City would be entitled to lease Ibe Commercial Tenant Area
and have exclusive use of 45 of the parking spaces in the Parking Garage.
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I. City has agreed to contribute an additional $2,106,196 to the costs of COl18truction
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 I3S 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 ofthi. Lease.
J.
this Lease.
By its Motion 2001-84 Sound Transit's Board of Directors authorized entry into
K.
By its Resolution No 3278, City authorized entry into this Lease.
THEREFORE. for and in col18ideration 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 I contains the Basic Tenns of this Lease between the Sound Transit and
City. Other Articles and Sections of the Lease referred to in this Article I explain and define the
Basic Terms and are to be read in conjunction with the Basic Terms.
1.1 Definitions: In this Lease, the tenns defined in this Section 1.1 have the meanings
specified below unless the context clearly requires otherwise. Other terms are defined in other
Sections of this Lease.
(a) City. "City" is defined in Section 1.4.
(b) City's Parkin!!: 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 Parking 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 Exbiblt 1.1(b).
(d) Common Areas. "Common Areas" means (i) the driving lanes of the
Parking Garage, (ii) the stairway. and elevators of the Parking Garage. (Hi) 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 tenn 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.
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·
(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 I.l(e).
(0 Leased Premises. "Leased Premises" is defined in Section 1.5. Tbe 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(f) attached hereto.
(g)
Section 2.6(b).
Other Parking Spaces.
"Other Parking Spaces" is defined in
(h) Operating Procedures. "Operating Procedures" means the procedures.
rules and regulations for use of the Parking Garage attached as Exhibit 1.1(1), and as they may
be changed from 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 nnder this Lease, the Other
Parking Spaces.
(i) Parking Garage. "Parking Garage" means the parking garage at the
Station depicted on the copy of the site plan ofthe 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 1.1(e).
(k) Plaza Tenant Area. "Plaza Tenant Area" means that part of the Plaza
bounded by the north exterior wall of the Parking Garage, lines extended fiom 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).
(I) 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 Exbiïiïtï,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) Term. "Initial Term," "Extended Term, "Term" and similar phrases are all
defined in Section 1.6.
1.2 Date of Lease: June 26, 2002.
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..,..,
,
1.3 Landlord: CENTRAL PUGET SOUND REGIONAL TRANSIT
AUTHORITY, a regional transit authority orgaruzed under the laws of the State of Washington
("Sound Transit").
Address of Sound Transit: 401 South Jackson Street, Seattle, WA 98104-2826, which
shall bè Sound Transit's address for notice purposes under Section 10.3 unless and until changed
according to the provisions of that Section.
1.4 Tenant: CITY OF AUBURN, a Washington municipal corporation ("City")
Address of City: 25 West Main Street, Auburn, WA 98001-4998, which shall be City's
address for noticc 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 term of any sublease thereof by City those pans 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 tenns "Lease Term," "Tenn," "Tenn of
this Lease," and phrases of similar import each means the Initial Term 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.
1.8 Char i¡es Payable by City: See Sections 2.3 (construction costs), 3.1 (utilities),
3.2 (operating costs), 3.3 (insurance premiums) and 5.4 (repair and mainlenance).
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 Tnmsit, 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 Commencement Date has been determined, then promptly
after the request of either of them, City and Sound Transit shaH mutually execute, acknowledge
and deliver to one another duplicate originals of a written agreement confirming the date which
is the Commencement Date.
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2.2 City'. Options to Extend. Provided that at the time each Extended Tenn 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 Tenn of this Lease for successive period of ninety-nine
(99) years each. Each of City's Extended Tenns, if any, shali begin on the day after the
expiration of the Initial Lease Term or, if applicable, the day after the preceding Extended Tenn
and shall end 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. 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 tenns and conditions of this Lease as for the Initial Term.
2.3 Sound Transit's Work. Sound Transit has constructed the Parking Garage, its
sidewalks, utilities, and amenities and the Plaza ("Sound Transit's Work") according 10 the plans
and specifications listed in or otherwise identified according to Exblblt 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 notlirnited to City acting
in its governmental capacity. At its sole expense, Sound Transit shall promptly correct (i) all
materia] defects in design of the Parking Garage or the Plaza; (ii) all material defects in materials
and workmanship of Sound Transit's Work and (iii) 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; Delay In Commencement.
(a) On the Commencement Date, Sound Transit shall deliver to City, and City
shall take possession of, the Leased Prcoùses. On or before the Commencement Date, Sound
Transit shall deliver to the City any keys, access codes and operating instructions necessary for
City's aceess to the Leased Premises.
(b) City was pennitted 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 Datc 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.
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2.5 City's Additional Rights. In addition to the City's rights to the Leased Premises,
the City shall also have, and Sound Tl'1ID3it grants to City, the following rights for the 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 acccss to or use of the Leased
Premises by City, its subtenants and licensees, and their invitccs and contractors and (ii) do not
interfere with exercise oflU1Y of City'. other rights under this Lease.
(b) Kiss and Ride Spaces. Sound Transit shan not use and .hall 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 cnding when the last such special event train actually leaves the Station.
(c) Other Parkin ¡ Spaces. In addition to City's Parking Spaces, City shall
have the nonexclusivc license to use an other parking spaces in the Parking Garagc ("Other
Parking Spaces") on a first-come, first-served basis from the fonowing 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 SClVÎce 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.S{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 charg...s the
users any fees for use of the Other Parlc:ing Spaces, then Sound Transit shall be entitled to one-
half of City's net revenue ftom such charges. "City's net revenue" is that amount, if any, by
which the sums 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 the 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 the proposed use will not
unreasonably interfere with the use of the Station for public transit purposes. "Special events"
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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
detennines the special event is inconsistent with its policies or would unreasonably interfere with
Sound Transit's use of the Station for public transit pwposes, 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.S( 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 /Ì'om a special event under 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 (50010) of such excess in exchange for City's use of
the Plaza for such special event. For such pwposes, City's "revenue" means those charges
collected by City /Ì'om 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 Tenant 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 /Ì'om 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 /Ì'om 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 /Ì'om 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 pennit 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 ofthis Section control over any inconsistency with the provisions of Section 2.5(a).
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(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 otTer
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 compctitive 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 ftee 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, SOImd Transit shall not renew or extend a competing existing
sidewalk vendor's lease, license or other right during the term 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 tenus for such termination. If the competing existing sidewalk vendor's rights
are terminable without cause by Sound Transit but conditioned on Sound Transies payment of
money, then Sound Transit shall 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 permit, 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. Beginning six (6) months before the end of such limited
term, City and Sound Transit shall negotiate in good faith concerning the terms and conditions
on which such limited term shall be extended. Sound Transit shall not unreasonably refuse or
condition such extension.
(h) Vertical Shaft.s and "Roof Top" Equipment and Devices. With Sound
Transies prior approval as to purpose, location, plans and specifications, City's subtenants of all
or part of the Commercial Tenant Area may install in existing (and any future) vertical shatls 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 use 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 oftelecommunications services). Sound Transit shall not
unreasonably refuse, condition or delay such approval but may consider, among other things: (i)
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
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proposed location, plans and specifications provide reasonable enclosures or screening ftom
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 (iü), such use shall not be col18idered 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 il18tallation thereof and otherwise confonn
to all requirements of Law for il18tallation 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 OptlOD To Purcbase. If at any time during the tenn 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 EJlbibIt 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. Ifsuch action is taken before expiration of the Term 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 the Parking
Garage and Plaza Property, Sound Transit shall give City written notice of Sound Transit's
decision and the anticipated date that such use wiU 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 Nonce of Intent"). If City's Notice of Intent is not
timely given, then City's Option sha]] expire.
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(b) Detennination 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 detennined 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
detennined 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 shal] select an appraiser and the two appraisers shall independently
detennine 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
encurnbered 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 titat amount detennined 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 appraiser's 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 titat 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 detennined 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 nOI select a third, all as required and by the
time 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 fai]ure 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
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appointment. All appraisers selected or appointed under Section 2.6(b)(2) shall have belen a
member of the American Institute of Appraisers (or its successor organization) for not less than
the period of fifteen (IS) years preceding selection or appointment and regularly (not necessarily
exclusively) engaged in the prof_ion 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 gelection or appointment.
(iii) City shall pay the com and fees of the appraiger se!locted
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 com 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 under Sec:tion
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 detennined 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 detennined 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 detennined 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(11).
(I) The purchase and sale of the Parking Garage and Plaza Property
sball be closed in escrow with the title company selected by City as provided in subpart (4) of
this Section 2.6(d) acting as the escrow agent at such title company's office in (and, if none,
nearest to) downtown SeatUe, 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
under 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 W3mIf\ty
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 casements that do not malerially interfere
with use of the Parking Garage and Plaza Property; and (iii) rights reserved in federal paten~¡ or
state deeds.
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(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 tenns 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 p,art of
the Parking Garage (except the Leased Premises); and (iii) sums payable under agreemenlll 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
poJicy 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. Thc 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 cosllS of
recording the deed, one-half the title company's fees and costs for acting as escrow agent, arid, if
applicable, City's net share of the prorations described in subpart (3) of this Section 2.iS(d).
Sound Transit shan pay the following costs of the closing: the title company's premium for the
title policy descn"bed 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 owner's poJicy of title insurance.
(6) At closing, Sound Transit shall terminate all licenses, pem"its,
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 assume and agree to perform (and indemnifY and defend Sound Transit
against claims and liabilities on account of Or arising &om) Sound Transit's obligations under the
agreements that are assigned to City to the extent such obJigations first acCrue on and after the
date of closing. Sound Transit shall perform (and indemnity and defend City against claims .and
liabilities on account of or arising &om) the obligations in connection with such agreements to
the extent such obJigations accrue before the date of closing. At closing, Sound Transit shall
deJiver 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 Imd
substance reasonably satisfactory to City, Sound Transit and their respective legal counsel.
(7) If a short plat, boundary adjustment or other subdivision or
segregation 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
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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. If 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 surveyor, 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 leas¡:hold
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 m:arket
value shall be detennined 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 shalJ give
City written notice of Sound Transit's preliminary intention ("Sound Transit's Notice of Int,:nt")
to exercise Sound Transit's Option not later than sixty (60) days after the earliest of the follo,,ving
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 (ii) the time for City to timely give City's Notic:e 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 aftelr 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 docs 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:
(I) 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, 1e&Jles,
and other cnntracts with third parties to provide services to or use aI] or any part of the Leased
Premises (in this Section 2.6(e) collectively, "agreements") that are terminable without cause ;md
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 SOImd
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Transit elects to have assigned to it under the preceding sentence and such other agreements that
are not tenninable without cause and without payment of money, and Sound Transit shall assume
and agree to perfonn (and indemnifY and defend City against claims and liabilities on accOlmt of
or arising fÌ'Om) City's obligations under the agreements that are assigned to Sound Transit Ito the
extent such obligations first accrue on and after the date of closing. City shall perfonn (and
indemnifY and defend Sound Transit against claims and liabilities on account of or arising ftom)
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 amendment" 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 fÌ'Om each subtenant, licensl~ or
pennittee 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 foml 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 pemlittee
fÌ'Om 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 tenus 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 subleasc, license or pennit 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 providc~ in
Section 2.6(e)(3). In 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 ftom third parties held by City under any
sublease, licellBe, or pennit affecting all or any part of the Commercial Tenant Area or City's
Parking Spaces.
2.7 Termination; Advance Payments. Upon expiration or tennination 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 paym,ents
made by City under this Lease that are applicable or attributable to any period of time after the
effective date of expiration or tennination, excluding payments made under Section 2.3.
ARTICLE 3: CHARGES PAY ABLE 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 natural gas, heat, light, power, sewer service,
water, refuse disposal and other utilities supplied to the Commercial Tenant Area. Sound TrallSit
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 device!, to
monitor usage so that charges for the services consumed by City's individual subtenants ilnd
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 ômd
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
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Commercial Tenant Area). City shall reimburse Sound Transit forty percent (40%) of the costs
of such utilities and services to the Parlring Garage within sixty (60) days after receipt of Sound
Transit's invoice therefor, which invoice shall be accompanied by copies of the underlying
billings 1Ì'om the providers. Sound Transit shall render such invoices regularly and, in any C8!ie,
not less ftequently than once each three months.
3.1 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 lirnited to establishing and observing procedures, installing and
maintaining signs, markings and devices, employing such personnel and/or contracting wilh such
third party providers, and supervising the perfonnance of such employees and contractors un as
are reasonably intended to providc sccurity 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 Pm'king
Garage by either or both opening the Parking Garage earlier or closing lhe 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 anange with its staff or contractors to op'=rate
and provide security for the Parking Garage during the requested time period, cxcept that, wilh
Sound Transit's prior approval 8!i to the appropriate level of security, City may provide security
during the extended hours through hiring commissioned police officers. Sound Transit ,¡hall
have no liability to City for damages, losses or personal injury that occur during 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 measurcs, persormel,
and contractors described in Section 3.2(a) and as further detailed in Exblblt 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 therc:for,
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 shan 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 Oity's
Parking Spaces.
3.3 Insurance Policies.
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(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 il~ury,
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 under 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 Icss ftequentiy than every five years, the parties shaH review such minimum
coverage for possible increase based upon inflation, increased liability awards, recommend"tion
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 fiom the negligence of City; and (iv) contlin 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 tC) the
Parking Garage, including the Leased Premises, in the full amount of its then current
replacement cost without deduction for depreciation. Such policy shall provide prote<:tion
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 olher 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 :¡hall
not obtain insurance for fixtures or equipment or improvements installed by City, its subtenants
or licensees in the Commercial Tenant Area or any other property of City, its subtenanls 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 propeny 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 insuranee for its own purposes or benefit, as it desires from time to time.
(d) Payment of Premiums. City shall pay all premiums for the insu,,",ce
policies described in Sections 3.3{a) through 3.3{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"10) of the
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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 Transifs 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 d,:liver
to City a written statement showing in reasonable detail the basis upon which such alloclltions
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, ex..~uted
by an authorized omcer of the insurance company, showing that the required insurance is in full
force and effect.
(t) General Insurance Provisions.
(I) Any insurance which each party is required to maitttain undeJr 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 party fails to obtain and 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 fonn and amounts described in this Section 3.3 may not be available i~l the
future. If at any time during the Lease Tenn the precisc fonn of any policy required under this
Section 3.3 is not available because of any change in insurance markets, the party 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 Ihan) lhat
required under this Section 3.3.
(4) Unless prohibiled under the applicable insurance policy, each party
hereby releases and waives any and all rights of recovery against the other (and their respec:tive
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 (wbether or not described in this Lease) at the time of such loss or damage or wC)uld
have been covered if the party had obtained the insurance it was required to obtain under this
Scction 3.3. Upon obtaining the policies of insurance required or permitted in this Seelion 3.3,
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the parties shall givc notice to their respective insurance carricrs of this mutual releas,. and
waiver of subrogation and usc reasonable efforts, including payment of any additional premium,
to cause their respectivc 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-I......nce. Any party to this lease, which is a municipal govennmmt, a
regional transit authority or other govenunental authority, has the right to self-insure (I:ither
alone or jointly with other like or similar entities) under anyone or more of the prec100ing
provisions of this Article 3. However, if a party elects to self-insure, then for the purposes oflhis
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 ftom 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 releasc' 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 p"y 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 Leasebold Excise Tax. City shall comply with any obligations imposed '"pon
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 ftom such sublease:s 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 pennitted under Section 2.5(a), the C~her
Parking Spaces and the Kiss and Ride Spaces only for the temporary parking of motor vehides.
Nu uvernight parking shall be pennitted in the Other Parking Spaces or Kiss and Ride Spaces.
(b) Commercial Tenant Area. Subject to the provisions of Section 4.11(c),
City, its subtenants and licensees may use the Commercial Tenant Area for general office. retail,
and/or dining purposes.
4.2 MaDDer of Use.
(a) General. City shall not cause or pennit 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 pennits, including but not limited to
one or more certificates of occupancy, required for occupancy and use of the Commercial Tenant
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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 /Tom the City.
(b) Prohibited Uses. No portion of the Leased Premises may be used lIS an
adult bookstore or videostore, "headshop", for the sale of weapons, for the sale of fOrllified
wines, as a tavern, as office space for a bail bondsman, or for the sale of alcoholic bevClrages
except when sold for consumption off the premises or for consumption on the premis'~s 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 s"fety,
care, cleanliness and good order in and about the Station. However, except as provided ilO 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 regulatil)n 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 bec:ome
effective immediately. A copy of Sound Transit's rules and regulations in effect on the
Commencement Date, if any, is attached hereto as E"blbit 4.2(c).
4.3 Hazardous Materials. As used in this Lease, the term "Hazardous Matc:rial"
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. DOT, 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, refuS(:d or
conditioned. Sound Transit shall be entitled to take into account such factors or facts ai' 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
mayor do contain Hazardous Material, nothing in this Section 4.3 prohibits: (a) vehicles ftom
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,
ftom 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 SlgDs,
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(a) Permanent Signs. City may place or permit such signs on the Lc:ased
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 rcspective business,~s or
affairs. However, signs placed on the cxterior walls of the Parking Garage shall conform t'o the
standards specified in Exhibit 4.4(a) attached hereto or to such other standards as Sound Transit
and City rnay hereafter agree. Any sign installed by City or its subtenants or licensees OJ] 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 installæ,tion.
City shall be responsible for such removal and restoration if City's subtenant or licensee Cwil. 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 aITected parts of the Parking Gamge.
(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 St;¡tion
caused by the placement of any such signs.
4.5 Indemnity. City sball indemnitY Sound Transit against and hold Sound Transit
harmless 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 contamiOlltion
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 events.
Sound Transit shall indemnify City against and hold City harmless from any and all costs, cI;¡ims
or liability arising from: (I) 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 Se(:tion
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 oach party'. obligatio" 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 injUlY is
caused by the indemnifying party.
4.6 Soalld TraDsit'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 time:s to
inspect such premises and spaces, to make repairs and replacements thereto Sound Transit is
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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 iJ1 the
case of an emergency, Sound Transit shall not enter any part of the Commercial Tenant Mea or
City's Parking Spaces for any of such purposes without first giving City and eacb 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 sc0p" and
duration thereof
4.7 Quiet Possession. So long as City complies with its obligations under this L,ease,
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 tenns and condillions
of this Lease.
ARTICLE 5: CONDITION OF LEASED PREMISES; MAINTENANCE,
REPAIRS AND ALTERATIONS
5.1 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 representatie,n 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 thereftom), goods, w¡u'cs,
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 crom: (a) fire,
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
means of repairing such damage or i'liury are not accessible to City. The provisions of this
Section S.2 shall not, however, exempt Sound Transit ftom liability for Sound Transit's warTIUlty
obligations under Section 2.3 or ITom Sound Transit's obligations under this Lease: of
maintenance, repair, and rebuilding.
5.3 Sound Transit's Obli ¡atlons 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.S(d) and subject to (iv) the provisions of Article 6 (Damage or Destruction) and
Miele 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 performing 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.
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5.4 City's Obll !atlons. 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 exllerior
doors, (ii) the interior surfaces of the perimeter walls. and (iii) everything within the air ';pace
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 c,f the
of the Parking Garage: (c) any signs on the exterior walls oflhe Parlcing 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. WÎ'lhout
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 TraJrlSit's
property insurance policy described in Section 3.3(b) to the extent of the policy's coverag,e 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.
S.S Alterations. Additions and Improvements. City may make (or may pennil 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 (ìnc1uding
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 com¡ent.
All alterations, additions, and improvements made by City. its tenants or licensees, shall be done
in a good and workmanlike manner and in confonnity 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 caus!, 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
improvem""ts made as provided in Section 5.5; and (iii) alterations, additions and improvem,mts
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 reql~ire
City to remove any alterations, additions, or improvements made by City, its tenants or licensees
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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 licenseeI' may
remove (i) their respective trade fixtures and (ii) all or any part of their respective machine~y and
equipment which can 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
of any such machinery, equipment or trade fixtures.
ARTICLE 6: DAMAGE OR DESTRUCTION
6.1 Partial Damage to Parkinl! GaralZe. City shall notify Sound Transit in wdting
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 Lcasc
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. "pantially
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 Parking 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 clect 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 ,;hall
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
fixtures, equipment, or improvements made by City. its tenants or licensees. If Sound Tmnsit
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 thereftom 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 Parlc:ing Garage.
6.3 Abatement of Certain CbarlZes; Setoff of Certain EIpenses. If this LI~ase
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
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City's costs of restoration which are not reimbursed ftom 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 annum on the declining principal balance thereof, has been fully setoff.
6.4 Exceptions. Notwithstanding the preceding provisions of this Article 6. this
Lease shall tenninate as of the date of the damage and Sound Transit shall have no obligati,)n to
restore the damage if (a) the damage occurs within the last two years of what would otherwise be
the Tenn 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 Tenn. For the purposes of the
preceding, if not previously exercised, City may exercise its option under Section 2.2 to extend
the Tenn 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
pennanently taken under the power of eminent domain or are conveyed under the threat of that
power, this Lease shall tenninate 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 tenninate 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"10) or more of the City's Parking Spaces
is taken. City may tenninate this Lease as to the remainder of City's Parking Spaces or as t,) 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 shan 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, detennine 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 fÌ'Om 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) days after the
eondmming authority is cntitlod to possession). If this Lease is not tenninated according to the
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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 umeasonably refuse, delay or condition their agreement. Copies of such plans and
specifications, as they may be 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
penn anent 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 respeetive shares (after engaging in the
dispute resolution process set forth in Section 9.7), then such shares shall be as determined by the
King Cowty Superior Court in the condemnation proceedings, if any, or in a separate ac:tion
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 necessartly limited to loss of business and
relocation costs.
7,2 Abatement and Adjustment of Char!!es Payable by City. If there is a
penn anent taking or damaging (collectively "taking") and this Lease is not tenninated 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. After 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 a part of the Parking Garage before the taking.
7.3 Temporary Taldn!!. 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 ofsuch power, then this Lease shall continue and, except to the extent the parties are
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prevented from doing so pursuant to the tenns of the taking, the City and Sound Transit shaU
each perform and observe all of the tenns 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 othelwise,
unless such period of temporary taking shall extend beyond the expiration date of the Tenn, 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 Tenn of this Lease.
ARTICLE 8: ASSIGNMENT AND SUBLETTING
8.1 Sublettlnl. City shall exercise reasonable efforts to locate suitable tenants fhr 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 host liquor liability endonemenllo its liability insurance.
8.2 AssllDment. City may assign all, but not a part, of its righlS 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 othelWise 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 shaU release City or change City's primary liability to perfonn 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 whieh Sound Transit's conscnt 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 pcrfonnance under this
Lease and the assignee shall be liable for payment and perfonnance of all City's obligations
under this Lease, including any which have not been fully paid or perfonned when the
assignment is made.
8.4 RequestiDI 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 infonned 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 tenns and conditions of the assignment. Promptly on Sound
Transit's request therefor, City shaU provide any additional infonnation reasonably requested by
Sound Transit in order to evaluate whether to give its consent to the proposed assignment.
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8.5 Sound Transit's ail/bt to Information. Promptly after Sound Transit's request
at reasonable intervals trom time to time, City shall provide Sound Transit a written statement
identifying the name and address of all such City's then CWTent subtenants and licensees, a copy
of thcir then CUJTellt 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.
9.1 Default and Breacb Defined. A party to this Lease shan be in "default" of an
obligation it has under this Lease if the party does not payor perform the obligation as and when
due, except that if such failure is later cured, then the party shall no longer be in defauJt 011 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 party'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 party'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 perfonnance,
the party in default shall not be in breach if the party commences such performance within thc
thirty (30) day period and thereafter diligently and continuously pursues such perfonnance 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 party'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 Souud 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 Ci ty under this Lease together with
interest thereon at the rate of eight percent (8%) per annum on the unpaid principaJ balance
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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 City's breach; and/or
(4) Perform the obligations of City that are in breach and recover &om
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 fmal and not appealablc
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 (wbether the sante or
different obligations than involved in the first order), then Sound Transit may tenninate 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 and 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 as otherwise provided in Section
9.3(b», Sound Transit hereby waives and releases any and all rights, and shall have no right, to
tenninate this Lease or City's rights of possession of any part of the Leased Premises on acc:ount
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 &om a court with jurisdiction over the parties
and the subject matter directing City's subtenants and licensees to attorn to and perfonn to and
for the benefit of Sound Transit all ofsuch 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) Emergencies. 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 tor Sound Transit's Breach.
(a) General Provisions. On or at any time after thc OCCUrrence of any breach
of one or more of Sound Transit's obligations under this Lease, City may elcct to:
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(I)
and (v) oflhis Section;
Terminate this Lease and recover and setoff under subparts (iv)
(2) Bring an action for specific performance of Sound TnillSit's
obligations and recover under subpart (iv) oflhis Section;
(3) Perform the obligations of Sound Transit which are in breach and
recover under subpart (iv) oflhis 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 obligntions
of which Sound Transit is in breach, and (C) damages caused to City by Sound Transit's breach;
and
(5) Setoff 011 or any part of the sums described in subpart (iv) of this
Section against any sums payable by City 10 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 p<:rccnt
(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 ,mder
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 Ihis
Lease creates or enhances an emergency, a serious risk of dealh or injury to any person, or a
serious risk of injury or damage to any property, City may, withoul giving Sound Transit prior
notice and opportunity to cure, immediately exercise the remedy specified in Section 9.4(:!)(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 ftom th,: due
date of such amount Tbe payment of interest on such amoWlts shall not excuse or CUl1: any
default under lhis Lease on account ofthe failure to pay the amount owed when due.
9.6 Attorneys' Fees 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 party 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 govenunental body with jurisdiction
(including but not Umited 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 requirc:d by
law or agreed by the parties, alternative dispute resolution proceedings (such as but not limited to
mediatiott and/or arbitration). "Expenses of the action" include but are not limited 10 the
reasonable fees and costs of witnesses, consultants, experts, and attorneys. However, anything
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appearing to the contrary notwithstanding, the provisions of this Section 9.6 do not apJ:lly to
mediation under Section 9.7(b).
9.7 Dispute Recolution.
(a) Ne !otiation. 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 thcm 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 Chainnan of the Board and City's Mayor. Sound Transit and City
agree to exhaust all tbree 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 110 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 Leal;e are
intended only to assist in reading this Lease and are not a part of the tenns 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 irlclude
the other. In any provision relating to the conduct. acts or omissions of either party to this tease,
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 flfSt class, postage prepaid, United States mail. Notices tiJ City
-30-
26716511
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,
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 registerl,d 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 gjven
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 sentcnce does not obligate any party to accept a facsimile
transmission. "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, logo., notes, and photographs. The method of electronic
communication commonly known as "e-mail" is not a facsimile 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 conselOt of
both parties. However. promptly atler the request of either party, both partie. shall exe"ute,
acknowledge, deliver to one another, and record a Memorandum of this Lease giving
constructive notice of the tenus and conditions hereof. The party requesting such recording "hall
pay the recording fees thereof.
10.5 Binding Effect; Goyeruing Law. This Lease is binding upon the parties hl:reto
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 WashinB:ton,
excluding that State's laws relating to choice oflaw.
10.6 Force Majeure. If either party cannot perfonn 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 Anthorlzed PersoDs. 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 aU such matters is Sound Transit's Chief
Operating Officer. For the purpose of all provisions of this Lease that require City's consc",t 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 Planning. Each party may fi'om time to
time change its authorized person by written notice to the other.
-31-
267165.11
''''''''
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10.8 Survival. Tenus and provisions of this Lease related to liability and indemnity
obligations shall swvive the expiration or earlier termination of this Lease.
BY mEIR SIGNATURES BELOW, EACH OF THE PARTIES CERTIFY THE
PROVISIONS OF SECTION 4.5 WERE MUTUALLY NEGOTIATED.
"SOUND TRANSIT" "CITY"
Central Puget Sound Regional Transit Authority City of Auburn
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APPROVED AS TO FORM
BY'-!~
Peter B. Lewis, Mayor
Dated: .... 'J'" ""z ..l- '1
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,2002
ATTEST:
~~ê::se
Cathy !Ii
APPROVED AS TO FORM:
21>716511
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SOUND TRANSIT'S ACKNOWLEDGEMENT
STATE OF WASHINGTON )
) ss.
COUNIT OF KING )
I certifÿ that I know or have satisfactory evidence that ~œf)() tlFrtJ rl LÎ S is
the person who appeared before me, and said person acknowledged that -Mhhe signed this
instrume~t, on oath slated that ~Ej,..w¡¡s authorized to execute the instrument and acknowledB:ed it
as the{'\î¡~>f Þdmio,5iraíllll' Cifut. d of CENTRAL PUGET SOUND REGIONAL TRANSIT
AUTHORITY to be the ftee and voluntary act and deed of said Washington regional transit
authority, for the uses and purposes mentioned in the instrument.
~~'I\F.d and official seal hereto affixed this 2fC!..... day ofJtLN', ,2002.
J'o~~:..~\OIlfi.i;.;~"~ 1 " .... .
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"'"OF _---- NOTARY PUBLIC in and for the State
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of Washington
My Appointment Expires: I 0 -C). OS
CITY'S ACKNOWLEDGEMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certifÿ that I know or have satisfactory evidence that PETER B. LEWIS is the person
who appeared before me, and said peflion acknowledged that he signed this instrument, on oath
stated that he was authorized to execute the instrument and acknowledged it as the Mayc'r of
CITY OF AUBURN to be the fiee and voluntary act and deed of said Washington munidpaJ
corporation, for the uses and purposes mentioned in the instrument.
WITNESS my hand and official seal hereto affixed this ~y of .!ì~. 2002.
----~~'BÒ'~\\\\ ~ ,¡ ._LL . , . . .
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~.s' "'i.,ON I;,¡-..;.. <_', (SIgnature of Notary)
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f:t/:i O"(Þ-RY ~\ ~ II! fY11ilÑ7i~ rr µO"-nf!.-I.¡
~;! ¡ ~ ~ -- i ~ (Print or stamp name of Notary)
\ \~ p,:fi!>UG ~/ J NOT AR: PUBLIC in and for the State
" ···.,10.9·~·· ~ ofWashmgton
I ';;-i1zi-ö¡;wÞs __.: My Appointment Expires: /ð- q -ç3>
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Exhibit 1.1(b)
Commercial Tenant Area and City's Parking Spaces
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AUBURN STATION PARKING GARAGE
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AUBURN STATION PARKING GARAGE
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Exhibit I.I(e)
Station, Parking Garage, Plaza, Plaza Tenant Area and Kiss and Ride Spaees
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Exhibit 1.1 (t)
Legal Description of ParkiDg Garage and Plaza Property
That certain parcel ofland situated in the City of Auburn, County of King, State of Washington,
being all of Block 4 of the Town of Slaughter as shown on a plat thcreofrecorded in Volume 2
of Plats, at Page 56, records of said county. and that portion of the street vacated by Ordin,mce
Nos. 481, 483 and 493 of said city, described as a whole as follows;
BEGINNING at the northeast comer of said Block 4, said comer being the intersection of the
southerly margin of First Street SW (60.00 feet wide) with the westerly margin of "A" Street SW
(60.00 feet wide); thence along the northerly line of said block and said southerly margin of First
Street SW, and its westerly extension, North 89"05'36" West 234.84 feet to the easterly line of
The Burlington Northern and Santa Fe Railway Company Right-of-Way; thence along said
easterly line. South 00"40'12" West 96.19 feet to the beginning of a tangent curve con<:ave
easterly and having a radius of 17138.74 feet; thence continuing along said easterly line and
along said curve southerly 164.42 feet through a central angle of 00'32'59" to the westerly
extension of the northerly margin of Second Street SW (60.00 feet wide); thence along said
westerly extension and the southerly line of said block, South 89'05'36" East 232.85 feet to, the
southeast comer of said block and said westerly margin of "A" Street SW; thence along the
easterly line of said block and said westerly margin, North 00"56'04" East 260.60 feet to the
POINT OF BEGINNING.
NOTE: THE FOREGOING LEGAL DESCRIPTION INCLUDES (a) ALL THE RJi:AL
PROPERTY ON WHICH ALL THE PARKING GARAGE AND SOME OF THE PLAZA
ARE LOCATED, (b) SOME REAL PROPERTY WHICH IS PART OF THE STATION
BUT ON WIDCH NO PART OF THE PARKING GARAGE OR THE PLAZA IS
LOCATED BUT (c) DOES NOT INCLUDE ALL OF THE REAL PROPERTY ON
WHICH THE PLAZA IS LOCATED. ON OR BEFORE THE DATE WHICH IS SI";,®
MONTHS AFTER THE DATE OF THIS LEASE, SOUND TRANSIT SHALL AT ITS
EXPENSE PROVIDE AN ACCURATE LEGAL DESCRIPTION OF THE IŒAL
PROPERTY ON WHICH ONLY THE PARKING GARAGE AND THE PLAZA ARE
LOCATED, PERFORMING ANY SURVEY REQUIRED THEREFOR WHEN SUCH
ACCURATE LEGAL DESCRIPTION IS PREPARED A NEW EXHIBIT L!{!}
CONTAINING SUCH DESCRIPTION SHALL BE SUBSTITUTED FOR THE
FOREGOING LEGAL DESCRIPTION.
26711UII
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Exbiblt 1.1(1)
Parking Garage Operating Proeedures
I. Hours of Operation
A. Standard Hours
1. 6:00 am to 9:00 p.m.
2. Monday through Friday
3. Closed for Sowder 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 ganles,
Seahawk garnes, etc.) will have operating hours as updated ftom time to time and published on
Sound Transit's website, www.sowdtransit.org/Sounder/timetables/event.
II. Authorized Vehicles
A. Sowder rail commuters
B. Other public transit and rideshare conunuters
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 tire key lockbox)
4. City of Auburn
5. City of Auburn tenants (commercial space only)
B. Key Holder Protocol
I. 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" oflocks, authorized party
responsible for duplication will provide duplicate copies for all other
parties within a reasonable period oftime;
IV. Staff Contacts for Garage Related Issues
City of Auburn
Jim Kelley. Police Chief
253-931-3080·
Sound Transit
Jeff Benoit. Security Manager
206-398-5506
261863.11
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Rob 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
.Non-emergency number
2678U.11
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Exhibit 2.3
Plans and Speclficadons 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 Construction Services, Inc. of
Bellevue, Washington and the architect is Integrus Architecture ofSeaUle, Washington, dated!
January 22, 2001 as revised on May 3, 2001.
U7111!311
1J61261'112
...... . ..
Exhibit 2.S(e)
Holidays
1. each Sunday
2. the first day of each January (New Year's Day)
3. the third Monday of each January (annivcrsary ofthc birth of Martin Luthcr King, Jr.}
4. the third Monday of each February (President's Day)
5. thc last Monday of each May (Memorial Day)
6. the fourth day of each July
7. the first Monday in each September (Labor Day)
8. the eleventh day of each November (Veterans' Day)
9. the fourth Thursday ofc¡u;h Novcmbcr (11tanksgiving Day)
10. the twenty-fifth day of each December (Christmas Day)
NOTE: If any of the foregoing (except Sunday) falls on a Sunday, the holiday is observed 011 the
following Monday. If any of the foregoing (except Sunday) falls on a Saturday, the holid<,y is
observed on the preceding Friday.
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Exhihit 3.2
ParklDe Garaee OperatiDg Costs
1. Categories of Billable Costs
The following are categories of costs that will or may be incurred that would be covered or
shared by thc parties as agreed to (though costs are not limited to these categories).
1. Utilities
a. Gas
b. Electric
c. Water
d. Sewer
e. Storm Sewer
f. Refuse
g. Supplies
h. Telecomrnrrnications
2. RepairslMaintenance
a. Janitorial (sweeping, cleaning, trash removal)
b. Garage Sweeper
c. Landscape maintenance
d. Surveillance System
e. HV AC
r. Electrical
g. Plumbing
h. Elevator
I.). Maintenance
2.) Cleaning
3.) Permitting
4.) Associated Utilities
5.) Repair
i. Glass
1.) Routine Cleaning
2.) Replacement as required
j. Structural Repairs as required
k. Sigrtage
1.) Maintenance
2.) Repair
3.) Replacement as required
3.
Mid-Life Costs
a. Painting
b. Damage from Natural Disasters
211786511
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C. Items with expired warranties
4. Security
5. Parking Management
6. Insurance
7. Vandalism
a. Cleaning
b. Repair
c. Replacement
16710:5.J1 06126102
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Exhibit 4.2(c)
StatlOD Rules aDd Regulations
NODe as of the date of the Lease.
U7M.~11
OCil2l!o'02
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Exhibit 4.4(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 suhtenant spaces at the Auburn Station Parking Garage.
Confonnance to these criteria is required. Sound Transit may remove or correct any installed
nonconfonning signs at City's expense (which City may recover ftom its subtenant). Except EIS
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 nonconfonnity.
I. Two building attached signs will be allowed for each subtenant of the Commercial
Tenant Area, one on the exterior wal] 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. In addition to confonning 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 pennitting requirements.
3. Signs on the exterior wall ofthe Parking Garage shall be attached to such wall accord:ing
to one or more designs for such attachment proposed by City and approved by SOWld
Transit. SOWld 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 Parlcing Garage to illuminate the signs on the exterior wall. Sound
Transit shall not unreasonably refuse or condition such approval.
S. No projection above or below the sign band and/or panel as depicted in the attached
drawings will be permitted.
6. No permanent window signs will be permitted except painted or decal applied letterin¡g
for purpose of store identification. Each subtenant will also be pennitted to place upon
each entrance to its demised premises not more than on hWldred forty four (144) square
inches oflettering not to exceed two inches (2") in height, indicating hours of business,
emergency telephone, etc. Temporary winduw 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.
8.
Each subtcnant will pay for thc construction, installation and maintenancc of all its signs.
26716S.11
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9. At City's request ftom time to time, exceptions to these standanls 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 incquities bctwcen
City's subtenants and any such inequity is sufficient ground for either party to refuse
pennission 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 thc right, without any noticc to City
or any of City's subtenants, to remove and dispose of any sandwich boards at City's
expense (which City may recover !Tom it subtenant).
26716'.11
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ProJlct: 20149.04
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AUBURN GARAGE RETAIL
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ARCHITECTURE
720 3rd III.. Suite 2300, SeoI:tIe, 'itA 98104
206/628-3137 FIX :106/628-3138
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Project: 20149.04
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