HomeMy WebLinkAbout4229RESOLUTION NO.4 2 2 9
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF AUBURN, WASHINGTON, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A REAL
ESTATE TRANSFER/SALE AGREEMENT BETWEEN THE
CITY OF AUBURN AND RAYMOND LAZOR AND NANCY
LAZOR AND HAROLD GAMBINI AND EXECUTE A
COMPANION AGREEMENT, A SUBLEASE AGREEMENT
BETWEEN THE CITY OF AUBURN AND HAROLD
GAMBINI
WHEREAS, City of Auburn is working with property owners to promote
revitalization of the downtown core area; and
WHEREAS, Harold Gambini ("Gambini") and others are the owners of
certain real property located in the City of Auburn; and
WHEREAS, the City of Auburn desires to enter into a Real Estate
Transfer/Sale Agreement with Gambini whereby the City would acquire certain
property owned by Gambini, tied to the City's downtown revitalization efforts; and
WHEREAS, Gambini desires to sell this property to the City of Auburn in
exchange for funds and assignment of leases as set forth in the Auburn Sound
Transit Station Sublease Agreement; and
WHEREAS, Gambini recognizes that the Real Estate Transfer/Sale
Agreement is subject to the approval of the Auburn Sound Transit Station
Sublease Agreement and that the Real Estate Transfer/Sale agreement and the
Auburn Sound Transit Station Sublease are given in consideration of each other.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows:
Resolution No. 4229
August 21, 2007
Page 1 of 2
Section 1. The Mayor of the City of Auburn and the Auburn City Clerk
are hereby authorized to execute a Real Estate Transfer/Sale Agreement and
Auburn Sound Transit Station Sublease Agreement between the City of Auburn
and Harold Gambini which agreements shall be in substantial conformity with the
agreements, copies of which are attached hereto, marked as Exhibit "A" and "B"
respectively and incorporated herein by this reference.
Section 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of this
legislation.
Section 3. This resolution shall be in full force and effect upon passage
and signatures hereon.
Dated and Signed this 4 day of - _, 2007.
ITY
PE ER B. LEWIS
MAYOR
ATTEST:
Dak Ile E. Daskam, City Clerk
APPROVED W M FO
DNniel B. Heid; City Attorney
Resolution No. 4229
August 21, 2007
Page 2 of 2
09/06/07 13:26 FAX 253 804 3116 CITY OF AUBURN
REAL ESTATE TRANSFERISALE AGREEMENT
002/005
This agreement made and entered into this fourth day of September, 2007, by
and between the City of Auburn,. a municipal corporation, organized under the
Optional Municipal Code. Title 135A RCW, her-einafter- referred-to-.- as- "Auburn" and
Raymond Lazor and Nancy Laior, husband and wife, and Harold Garnbini,a -single
man, hereinafter referred to as "Gambini .
Whereas, Gambini is the owner of certain real estate located in the City of
Auburn, legally described as Lots 3 and 4, Block 6, Town of Slaughter, according to the
Plat thereof, recorded in Volume 2 of Plats, page 56, records of King County,
Washington, tax parcel 781570-0290 and 781570-0295, and
Whereas, Gambini desires to enter into a sale of the above described property in
exchange for funds and an assignment of leases as set forth below, and
Whereas, Auburn desires to redevelop the property described above, and
surrounding properties as part of a revitalization of the City, such work to be done by the
third party, and
Whereas, for the revitalization effort is necessary to acquire the property set forth
above, and
Whereas, it is for the benefit of public health, safety and welfare of the City of
Auburn that Auburn acquire the subject property for the purposes of the revitalization
effort, and
Real Estate Transfer/Sate Agreement (8/21/07) - 1 -
09/06/07 13:26 FAX 253 804 3116
CITY OF AUBURN
Q003/005
Whereas, the assignment and/or subleases of commercial space and parking.
spaces is allowable- under the agreement. between Sound Transit and the -City -of
Auburn, and
Whereas, the parties recognize this agreement is subject to surplusing the
certain property interest of the. City of Auburn and approval by Aubum City Council.
Now, therefore, based upon mutual covenants- to be derived the parties
agree as follows:
1. Real Estate Sale: Gambini agrees to sell, and Auburn agrees to purchase,
that certain real estate as legally described above. At the time of closing the seller shall
provide a Statutory Warranty Deed providing that the property is free and clear of all
liens and encumbrances and seller,shall provide a policy of title. insurance insuring that
the subject property is free and clear of all liens and 'encumbrances, at a value of
$1,800,000,00.
2- Consideration: At the time of closing Aubum shall pay to Gambini the sum of
$1,125,000.00, cash at closing} plus provide assignments and/or subleases to those
commercial properties existing on the ground floor of the Sound Transit Station, Auburn,
Washington, together with 42 parking spaces located in the' Sound Transit Terminal.
Auburn agrees to remove the costs of security from, the triple net expenses charged
back to the-tenant.
3. Involuntary Conversion: The parties agree that the property subject of this
sale is a part of an area-wide revitalization program, and that as a part of that prograrn,
properties are being assembled by private property owners and developers for
Real Estate Transter'/Sa1e Agteen ent (W1107) - 2 -
09/06/07 13:27 FAX 253 804 3116
CITY OF AUBURN
0004/005
economic development. Separate and apart from that, however, the subject property is
targeted to be a part street improvement program, identified as the Promenade
program, whereby improvements would. be made to certain public rights-of-way to
enhance the public sidewalk. lf'the subject property were not sold, so as to make it
available for development as part of the area-wide revitalization program, it may
nevertheless be subject of condemnation in so far as the Promenade program could
require taking of some or all of the subject property for that purpose. Toward that end,
Garinbini's position is that the subject property is being sold under threat of
condemnation and he intends to qualify as Involuntary Conversion as defined by the
IRS.
4. Closing, This transaction shall close.on or before September 15, 2007 or such
other date as the parties may mutually agree.
6. Contingencies: This agreement is contingent upon Auburn declaring as
surplus the interest in the Sound Transit lease space and the 42 parking spaces and the
approval by the Auburn City Council of this agreement and no objections by Sound
Transit, and approval by the Auburn City Council of the sub-lease agreement for the
premises at the Sound Transit facility,
6. Assignment: The parties to this agreement may assign their interests. This
agreement shall be binding on the heirs, successors and assign of the parties.
7. Closing Costs: Gambini shall pay costs of title insurance premium and tax
and .Auburn shall pay excise tax. Escrow fees to be divided between the parties. Real
estate taxes and utilities will be pro-rated to the time of closing.
Real Estate Transter/Sale Agreement (8121/07) - 3 -
09/06/07
8. Earnest Money: Auburn shall deposit $10,000.00 earnest money into escrow,
mutually agreed upon by the parties, upon
by City Council, whichever occurs last.
declaring of surplus and approval
1?? h
_.?
Attested:
a ' Daskam
City Clerk, City of Aubum
Form:
City Attomey, City of Auburn'
Pete Lewis
Mayor, City of Auburn
Dated: SEP ' 4 2007
Vf.
Raymond Lazor, Seller
Dated: 7/077
'-c&?-/ e1v a
Nancy t.azor(teller
Dated:
Harold Gambt r
Dated: 7 - o :-
Real Estate Transfer/Sale Agreement (8/21/07) - 4 -
AUBURN SOUND TRANSIT STATION
SUBLEASE AGREEMENT
CITY OF AUBURN - GAMBINI
41
THIS AGREEMENT made and entered into this 1 !?
day of
y
2007, by and between the City of Auburn, a municipal corporation, organized under Title
35A, RCW hereinafter referred to as "Auburn," and Harold Gambini, .a single man,-aad-
hereinafter collectively referred to as
"Gambini."
WHEREAS, Auburn is in the process of revitalization efforts for the downtown
core area, and
WHEREAS, in the revitalization efforts, Auburn entered into agreements with
other public agencies and private parties to carry out the intent of the revitalization, and
WHEREAS, the revitalization of the downtown core area of the City of Auburn
will result in certain economic benefits and quality of life benefits that will enhance
public safety, health and welfare, and
WHEREAS, to enhance quality development in the downtown area, and to
provide an efficient and cost effective mode of transportation to its citizens to other
geographic areas, Auburn entered into agreements with Central Puget Sound Regional
Transit Authority "Sound Transit", for the creation of a transit terminal, parking garage
and commercial tenancies within the parking garage, and
WHEREAS, Resolution #3469 was passed on May 20, 2002, attached as Exhibit
1 which authorized the entry into the lease between Central Puget Sound Regional
Transit Authority "Sound Transit" as landlord and City of Auburn "City" as tenant, dated
Auburn Sound Transit Station Sublease Agreement
City of Auburn - Gambini
Page 1
8/20/07
June 26, 2002, attached as Exhibit A to Resolution #3469, which becomes part of Exhibit
1 attached hereto, and
WHEREAS, to promote the development of quality commercial space in the
downtown area, in the proximity of the Sound Transit facility, the City of Auburn passed
Resolution #3701 on March 15, 2004, authorizing the execution of a LID Formation and
Guarantee Agreement wherein certain parking spaces were recognized to the Guarantor
of the agreement in the Sound Transit facility, and
WHEREAS, the parking spaces provided in the LID Formation and Guarantee
Agreement as authorized by Resolution #3701 are not inconsistent with parking provided
under the Real Estate Transfer/Sale Agreement between Auburn and Gambini, and
WHEREAS, the Real Estate Transfer/Sale Agreement between Auburn and
Gambini is to further the revitalization efforts of the downtown City core area, and is
essential for a design consisting of a promenade in the vicinity of the Sound Transit
parking facility, and
WHEREAS, this agreement and the Real Estate/Transfer Sale Agreement are
entered into simultaneously to carry out part of the consideration requirements as set
forth in the Real Estate/Transfer Sale Agreement involving subleases to certain parking
stalls and subleases of the commercial tenant spaces on the ground floor of the parking
garage, and
WHEREAS, Auburn reviewed the value of the property it is purchasing from
Gambini, legally described as Lots 3 and 4, Block 6, Town of Slaughter, according to the
Flat thereof, recorded in Volume 2 of Flats, page 56, records of King County,
Auburn Sound Transit Station Sublease Agreement
City of Auburn - Gambini
Page 2
8/20/07
Washington, tax parcel 781570-0290 and 781570-0295, in light of the leasehold interest
it would be conveying to Gambini, and
WHEREAS, an appraisal was conducted on the Sound Transit facility leasehold
interests and parking spaces, and
WHEREAS, the appraisal and the valuation review indicate that the Real Estate
Transfer/Sale Agreement between Auburn and Gambini is at fair and market value, and
WHEREAS, as part of the consideration of the Real Estate Transfer/Sale
Agreement between Auburn and Gambini, Auburn, as Lessee from Sound Transit, as set
forth in Exhibit 1 shall sublease to Gambini the commercial spaces on the ground floor of
the transit facility and sublease 42 parking spaces in the Sound Transit terminal, and
WHEREAS, the parties intend and contemplate herein that, pursuant to the Lease
Agreement, Exhibit 1, Auburn shall still remain primarily liable to perform all the
obligations under the lease, and
WHEREAS, the parties recognize that Auburn's option to purchase, as set forth
in Section 2.6, Exhibit 1 shall remain with Auburn exclusively and is not intended to be
assigned to Gambini hereunder.
NOW, THEREFORE, based upon mutual covenants and benefits to be derived,
THE PARTIES AGREE as follows:
1. Sale of Real Property: Contemporaneous with this transaction, Gambini
shall sell and convey to Auburn Lots 3 & 4, Block 6, Town of Slaughter, according to
plat thereof, recorded in Volume 2 of plats, page 56, records of King County,
Washington, in accordance with and pursuant to the Purchase and Sale Agreement
between the parties.
2. Sublease: At the time of the closing of the Real Estate Transfer/Sale
Agreement between Auburn and Lazor and Gambini for Lots 3 & 4, Block 6, Town of
Auburn Sound Transit Station Sublease Agreement
City of Auburn - Gambini
Page 3
8/20/07
Slaughter, according to plat thereof, recorded in Volume 2 of plats, page 56, records of
King County, Washington, Auburn subleases to Lazor and Gambini that property
consisting of the ground floor commercial tenancies and 42 parking spaces on the ground
and second floor, as depicted in Exhibit "5" in the Sound Transit Terminal, Auburn,
Washington, described in Exhibit 1, attached hereto and incorporated by reference. The
Term of this Sublease shall commence on the /'-I)- !?41day of 7??-? , 2007,
and unless terminated earlier, the Term of this Sublease shall expire at midnight on the
1 st day of June, 2101. Gambini may negotiate or discuss lease issues directly with Sound
Transit. Any changes require Auburn's approval. This sublease includes a right by
commercial tenant for the use of the plaza tenant area as described in the Lease
Agreement, Exhibit 1. Auburn agrees not to lease, license or otherwise grant the right to
any person (sidewalk vendor) to offer competitive goods or services from a cart, kiosk, or
other temporary or permanent facility which goods are the same or competitive with
those offered by any subtenant or licensee of the Commercial Tenant Agreement, Exhibit
1.
3. Assumption of Obligations: Gambini accepts all obligations and
conditions as they pertain to the commercial retail space as outlined in the Lease
Agreement between Auburn and Sound Transit, Exhibit 1, and the 42 parking spaces
provided in Section 2 hereof. Gambini assumes all obligations of Auburn, including but
not limited to all maintenance, repair, and operating costs, directly associated with the
Commercial Retail space, as Lessee, as they pertain to the commercial retail space as
outlined in the Lease Agreement, Exhibit 1, and the said 42 parking spaces. Auburn
represents that nothing in this sublease conflicts with the lease agreement, Exhibit 1.
4. Sound Transit Costs: Auburn will not bill Gambini for any security fee.,
or other charges that are billed by Sound Transit as set forth in Exhibit 1, except Auburn
will bill Gambini for one hundred percent (100%) of the water and sewer utility bills
from Sound Transit and for seven and eighteen one hundreds percent (7.18%) of the
property insurance and storm water utility billings the City receives from Sound Transit.
In the event Gambini is billed for a separate water meter supplied to Commercial tenant
Auburn Sound Transit Station Sublease Agreement
City of Auburn - Gambini
Page 4.
8/20/07
area, then Gambini and Auburn shall negotiate distribution of the water and sewer billing
from Sound Transit to reflect a fair distribution of this expense.
5. Potential Purchase: Auburn retains any right it has to the Option to
Purchase, as set forth in Section 2.6, Exhibit 1. In the event that Auburn exercises the
Option to Purchase, Gambini shall retain its rights as sub lessee for the duration of this
sublease.
6. Current Leases: Leases between Auburn and other tenants currently exist
for ground floor commercial spaces at the premises of this Sublease. Gambini shall
assume the position of Auburn as Lessor as to those leases and shall also comply with
any and all landlord obligations and shall take on all Sublessor obligations for the
subleases for the premises previously subleased to third parties, as follows:
A. That certain Sublease in which the City of Auburn, a Washington
municipal corporation, is the Sublessor, and PMF Enterprises, Inc. is the Tenant, dated
the 15th day of January, 2003, a copy of which is attached hereto, marked as Exhibit 2,
incorporated herein by this reference;
B. That certain Sublease in which the City of Auburn, a Washington
municipal corporation, is the Sublessor, and Edward D. Jones is the Tenant, dated the
29th day of April, 2004, a copy of which is attached hereto, marked as Exhibit 3,
incorporated herein by this reference;
C. That certain Sublease in which the City of Auburn, a Washington
municipal corporation, is the Sublessor, and Green River Community College is the
Tenant, dated the 15th day of April, 2005, a copy of which is attached hereto, marked as
Exhibit 4, incorporated herein by this reference.
In connection therewith, all compensation paid by tenants thereof shall be paid to
Gambini.
7. Leasehold Excise Tax: Gambini agrees to pay to Auburn, or the
appropriate recipient, the amount of any leasehold excise tax required to be paid under
the laws of the State of Washington and ordinances of the City of Auburn, or collect the
same from Gambini's tenants and forward the same to Auburn, or the appropriate
recipient, which leasehold excise taxes shall be paid within 30 days after notification
Auburn Sound Transit Station Sublease Agreement
City of Auburn - Gambini
Page 5
8/20/07
from Auburn as to the amount due. Gambini shall also provide Auburn with the
information needed by Auburn to determine the amounts of the leasehold excise taxes,
which information shall be provided at least 30 days after requested by Auburn. It shall
not be considered a gratuity if any tenant's rent payment is reduced in any amount in any
month providing that tenant's entire lease terms is at market value. Provided, however,
:that the leasehold tax shall be paid on the actual market value in the event of any such
reduction.
8. 'Auburn to Remain Obligated: Auburn shall still remain liable to Sound
Transit for the performance of obligations under the Lease Agreement, Exhibit 1.
9. Time is of the Essence: Time is of the essence in the performance of all
covenants and conditions under this Sublease of Auburn and of Gambini.
10. Breach and Remedies Generally:
A. Default and Breach Defined. A party to this Sublease shall be in "default"
of an obligation it has under this Sublease if the party does not pay or perform the
obligation as and when due, except that if such failure is later cured, then the party shall
no longer be in default on the obligation. A party to this Sublease shall be in "breach" of
an obligation it has under this Sublease:
(1) If the party fails to make any payment required of it under this Sublease
within thirty (30) days after. the other party's written notice of default specifying the
amounts in default and the due date(s) thereof;
(2) If the party fails to perform any of the party's other obligations under this
Sublease for a period of thirty (30) days after written notice from the other party
specifying the obligation in default and the action required of the party in default to cure
such default. However, if more than thirty (30) days are reasonably required to complete
such performance, the party in default shall not be in breach if the party commences such
performance within the thirty (30) day period and thereafter diligently and continuously
pursues such performance to completion.
(3) 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
Aubunl Sound Transit Station Sublease Agreement.
City ofAuburn -Gambini
Page 6
8/20/07
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.
B. The requirements for notice specified in subparts (1) and (2) of Section
10.A are intended to satisfy any and all notice requirements imposed by law and are not
in addition to any such requirement.
11. Auburn's Remedies for Gambini's Breach:
A. General Provisions. On or at any time after the occurrence of any breach
of one or more of Gambini's material obligations under this Sublease, Auburn may elect
to:
(1) Recover the sums owed by Gambini under this Sublease together with
interest thereon at the rate of eight percent (8%) per annum on the unpaid principal
balance 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 Gambini's obligations under this Sublease;
(3) Recover damages caused to Auburn by Gambini's breach; and/or
(4) Perform the obligations of Gambini that are in breach and recover from
Gambini the costs incurred by Auburn in such performance.
The remedies provided 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 except that Auburn hereby waives and releases any and all rights, and shall have
no right, to terminate this Sublease or Gambini's rights of possession of any part of the
Leased Premises on account of any breach by Gambini of one or more of its obligations
under this Sublease. As a substitute for such termination, Auburn may obtain an order
from a court with jurisdiction over the parties and the subject matter directing Gambini's
subtenants and licensees to attorn to and perform to and for the benefit of Auburn all of
such subtenants' and licensees' respective obligations under their sublease or license until
Gambini has fully cured its breach, including payment (to 'the extent applicable) under
subparts (1), (2) and (4) of this section or such other time as the court may direct.
Auburn Sound Transit Station Sublease Agreement
City of Auburn -Gambini
Page 7
8/20/07
B. Emergencies. If Gambini's default in any of its obligations under this
Sublease 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, Auburn may, without giving
Gambini 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.
12. Gambini's Remedies for Auburn's Breach:
A. General Provisions. On or at any time after the occurrence of any breach
of one or more of Auburn's obligations under this Sublease, Gambini may elect to:
(1) Terminate this Sublease and recover ar_d setoff under subparts (4) and (5)
of this Section;
(2) Bring an action for specific .performance of Auburn's obligations and
recover under subpart (4) of this Section;
(3) Perform the obligations of Auburn which are in breach and recover under
subpart (iv) of this Section;
(4) Recover from Auburn (a) all monetary sums, if any, then due and unpaid
to Gambini by Auburn, (b) the costs of performing or completing obligations of which
Auburn is in breach, and (c) damages caused to Gambini by Auburn's breach; and
(5) Setoff all or any part of the sums described in subpart (4) of this Section
against any sums payable by Gambini to Auburn under this Sublease 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.
Gambini shall give Auburn written notice of Gambini's elections under this
Section 12. Gambini's election of any of the remedies under subparts (2) through (5)
shall not preclude .Gambini from electing at a subsequent time any other of such remedies
or of electing to proceed under subpart (1). The election of the remedy under subpart (1)
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
Auburn Sound Transit Station Sublease Agreement
City of Auburn -Gambini
Page 8
8/20/07
and cumulative with and in addition to all other remedies as may be permitted by law or
equity.
B. Emergencies. If Auburn's default in any of its obligations under this
Sublease 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, Gambini may, without
giving Auburn prior notice and opportunity to cure, immediately exercise the remedy
specified in Section 12.A (4) 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.
13. Interest: Any amount owed by one party to the other under this Sublease
which is not paid when due shall bear interest at the rate of eight percent (8%) per annum
from the due date of such amount. The payment of interest on such amounts shall not
excuse or cure any default under this Sublease on account of the failure to pay the amount
owed when due.
14. Indemnification and Hold Harmless: Gambini shall defend, indemnify,
and hold harmless Auburn, its officers, officials, employees and volunteers from and
against any and all claims, suits, actions, or liabilities for injury or death of any person, or
for loss or damage to property, which arises out of Gambini's use of the commercial
retail space, or from the conduct of Gambini's business, tenants, or from any activity,
work or thing done, permitted, or suffered by Gambini in or about the premises, except
only such injury or damage as shall have been occasioned by the sole negligence of
Auburn.
Auburn shall defend, indemnify and hold harmless Gambini from any claims by
Sound Transit that Auburn breach its lease with Sound Transit.
15. Insurance: Gambini shall procure and maintain for the duration of the
Agreement, insurance against claims for injuries to persons or damage to property which
may arise from or in connection with Gambini's operation and use of the sub-leased
premises.
A. Minimum Scope of Insurance. Gambini shall obtain Commercial General
Liability insurance written on Insurance Services Office (ISO) occurrence form CG 00 O1
and shall cover premises and contractual liability. Auburn shall be named as an insured
Auburn Sound Transit Station Sublease Agreement
City of Auburn -Gambini
Page 9
8/20/07
on Gambini's Commercial General Liability insurance policy using ISO Additional
Insured-Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement
providing equivalent coverage.
Commercial General Liability insurance shall be written with limits no less than
$.1,000,000 each occurrence, $2,000,000 general aggregate.
Property insurance shall be written covering the full value of Gambini's property
and improvements with no coinsurance provisions.
The insurance policies are to contain, or be endorsed to contain, the following
provisions for Commercial General Liability insurance:
The Gambini's insurance coverage shall be primary insurance as respect to
Auburn. Any Insurance, self-insurance, or insurance pool coverage maintained by
Auburn shall be excess of the Gambini's insurance and shall. not contribute with it.
Gambini's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after thirty (30) days prior written notice by certified
mail, return receipt requested, has been given to Auburn.
B. Verification of Coverage. Gambini shall furnish Auburn with original
certificates and a copy of the amendatory endorsements, including but not necessarily
limited to the additional insured endorsement, evidencing the insurance requirements of
the Gambini.
C. Waiver of Subrogation. Gambini and Auburn hereby release and
discharge each other from all claims, losses and liabilities arising from or caused by any
hazard covered by property insurance on or in cormection with the premises or said
building. This release shall apply only to the extent that such claim, loss or liability is
covered by insurance.
D. Destruction of Property/Insurance Benefit. In the event of any destruction
of property, Gambini shall receive value of Gambini's interest from any insurance
proceeds as described in the Lease Agreement, Exhibit 1, which value shall be
determined by prorating the lease terms and lease amount remaining as taken as a
percentage to the total property value.
Auburn Sound Transit Station Sublease Agreement
City of Auburn -Gambini
Page 10
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16. Condemnation: In the event of a condemnation Gambini would have the
right to participate and any compensation received would be awarded as set forth in 15.D.
above.
17. Attorneys' Fees and Costs: In any action between the parties arising out
of or related to this Sublease, 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
governmental body with jurisdiction (including but not limited to a bankruptcy court);
appeals of the decision of any lower tribunal (including but not limited to an award in
arbitration); and, if such proceedings are required by law or agreed by the parties,
alternative dispute resolution proceedings (such as but not limited to mediation and/or
arbitration). "Expenses of the action" include but are not limited to the reasonable fees
and costs of witnesses, consultants, experts, and attorneys. However, anything appearing
to the contrary notwithstanding, the provisions of this Section 16 does not apply to
mediation under Section 17B.
18. Dispute Resolution:
A. Negotiation. The Parties agree to use their best efforts to resolve disputes
and other matters arising out of the planning, design and construction of the Station and
Station Area (including but not limited to the Parking Garage and the Plaza Areas),
arising out of the ongoing administration of the Parking Garage and Plaza Areas
facilities, and arising under this Sublease. If an issue cannot be resolved between Auburn
and Gambini, either of them may invoke a formal conflict resolution process. The first
step in the process is a meeting including Auburn's Property Management Officer and
Harold Gambini or his authorized representatives. 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 Auburn's Supervisor of the Property Management Officer and Harold
Gambini. 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 Auburn's Mayor and Harold
Gambini. Auburn and Gambini agree to exhaust all three steps of .this negotiation
process before seeking mediation as next described.
Auburn Sound Transit Station Sublease Agreement
City of Auburn -Gambini
Page 11
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B. Mediation. If the parties do not resolve the dispute in the conflict
resolution process described. in Section 17.A, then either party may by written notice to
the other require that the dispute be submitted to mediation. Within fourteen (14) days
after such notice, the parties shall agree on and' mutually appoint a mediator. If such
agreement and appointment is not made, then either party may petition the King County
Superior Court to appoint a mediator. Each party shall participate in good faith in the
mediation process with the appointed mediator. Auburn and Gambini 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 Gambini and by Auburn.
19. Miscellaneous Provisions:
A. Non-Discrimination. Neither Gambini nor Auburn 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 Sublease.
B. Interpretation. The captions of the Articles and Sections of this Sublease
are intended only to assist in reading this Sublease and are not a part of -the terms or
provisions of this Sublease nor shall they be considered in construing or interpreting any
provision of this Sublease. Whenever required by the context of this Sublease, the
singular shall include the plural and- the plural shall include the singular. The masculine,
feminine and neuter genders shall each include the other. In any provision relating to the
conduct, acts or omissions of either party to this Sublease, reference to the party shall
also be to the party's agents, employees,. contractors, and successors.
C. Administration. This Agreement shall be administered by
on behalf of Gambini, and by the Mayor of the City of Auburn, or designee, on behalf of
Auburn. Any written notices required by the terms of this Agreement shall be served on
or mailed to the following addresses:
City of Auburn Harold Gambini
Auburn City Hall P.O. Box 3044
25 West Main Renton, WA 98059
Auburn, WA 98001-4998 (253) 931-3000/Fax (253) 931-3053
Auburn Sound Transit Station Sublease Agreement
City of Auburn -Gambini
Page 12
8120/07
D. Notices. All notices or communications permitted or required to be given
under this Agreement shall be in writing and shall be deemed to have been duly given if
delivered in person or deposited in the United States mail, postage prepaid, for mailing by
certified mail, return receipt requested, and addressed, if to a party of this Agreement, to
the address for the party set forth above, or if to a person not a party to this Agreement, to
the address designated by a party to this Agreement in the foregoing manner. Any party
may change his, her or its address by giving notice in writing, stating his, her or its new
address, to any other party, all pursuant to the procedure set forth in this section of the
Agreement.
E. Recording. This Sublease shall not be recorded without the prior written
consent of both parties. However, promptly after the request of either party, both parties
shall execute, acknowledge, deliver to one another, and record a Memorandum of this
Sublease giving constructive notice of the terms and conditions hereof. The party
requesting such recording shall pay the recording fees thereof.
F. Binding Effect; Governing Law. This Sublease is binding upon the parties
hereto and their respective successors and assigns in interest. However, the preceding
sentence does not permit any assignment in contravention of other provisions of this
Sublease. This Sublease is governed by and shall be construed and enforced according to
the laws of the State of Washington, excluding that State's laws relating to choice of law.
G. Force Majeure. If either party cannot perform any of its obligations due to
events beyond the party's control, the time provided for performing such obligations shall
be extended by a period of time equal to the duration of such events. Events beyond a
party's control include, but are not limited to, acts of God, war, civil commotion, labor
disputes, strikes, fire, flood or other casualty, shortages of labor or material, government
regulation or restriction and weather conditions.
H. Authorized Persons. For the purpose of all provisions of this Sublease that
require Auburn's consent or approval or that require Auburn to consult or agree with
Gambini, the person authorized to act for Auburn in all such matters is Auburn's Property
Management Officer. For the purpose of all provisions of this Sublease that require
Auburn Sound Transit Station Sublease Agreement
City of Auburn -Gambini
Page 13
8/20/07
Gambini's consent or approval or that require Gambini to consult with or agree with
Auburn, the person authorized to act for Gambini in all such matters is Harold Gambini,
or such person authorized in writing by Harold Gambini. Each party may from time to
time change its authorized person by written notice to the other.
I. Survival. Terms and provisions of this Sublease related to liability and
indemnity obligations shall survive the expiration or earlier termination of this Sublease.
J. Binding Effect. The covenants, obligations and conditions herein
contained shall be binding on and inure to the benefit of the heirs, legal representatives,
and assigns of the parties hereto.
GAMBINI
By: Harold ni
Dated: S~,~j~~r~'~ ~!, z~~~
LLC by Harold Gambini
Managing Partner
Dated:
Auburn Sound Transit Station Sublease Agreement
City of Auburn -Gambini
Page 14
8/20/07
By: Peter B. Lewis, Mayor
Dated: SEP - 6 2007
Attested:
~~C,? ~~'
Dan elle E. Daskam, City Clerk
EXHIBITS
EXHIBIT 1 Resolution 3469 and Lease Agreement between Auburn and Central Puget
Sound Regional Transit Authority, dated June 26, 2002,
EXHIBIT 2 Sublease between Auburn and PMF Enterprises, Inc., dated January 15,
2003,
EXHIBIT 3 Sublease between Auburn and Edward D. Jones, dated Apri129, 2004,
EXHIBIT 4 Sublease between Auburn and Green River Community College dated
April 15, 2005.
EXHIBIT 5 Diagram of the 42 designated parking spaces in the Sound Transit parking
garage.
Auburn Sound Transit Station Sublease Agreement
City of Auburn - Gambini
Page 15
8/20/07
STATE OF WASHINGTON )
ss.
COUNTY OF l/t,~ L•~ )
I certify that I know or have satisfactory evidence that e'C~°v"~ ~ ~Z~% ~ is the person, who
appeared before me and said person acknowledged that l1D , signed this instrument, on
oath stated that ~ was authorized to execute the instrument and acknowledged it as
the 4 ^ 'i of to be the free and voluntary act of such party for
the uses and urposes mentioned in the instrument.
DATED:
,~~,~tf~~-~E F '''~~~
p, ,~~....~~~~a„u Q ~g~
Q ~' ~,iSSlO,~, ~+~b7lS~ i,~
~p`~' ~O t,~ Ff~,~ p'~ Printed Name: ~F yGi c.~~ ~ ~teS(~~~
'P1 ~' ~ 'NOTARY PUBLIC in and for the tate 1of
-~ % '° v,_
G :' Washington, residing at ~v+~t ~~~~
i~~~'h,~p B~tG := = My Commission expires: ~'~> ~'.• 5 =- ~'-~%/
STATE OF WASHINGTON ~~4~cs~`~a?S'~ ~_.~'c~`','
COUNTY OF
I certify that I ow or have satisfactory evidence that
appeared before me and sai rson acknowledged that
oath stated that was authorized to ex
the of o be
the uses and purposes mentioned in the inst
DATED:
is the person who
~,. signed this instrument, on
t e instrument and acknowledged it as
the free and voluntary act of such party for
---~~f
Prime ame:
NOTARY PUBLIC in and for the State of
Washington, residing at
My Commission expires:
STATE OF WASHINGTON )
ss.
COUNTY OF j )
I certify that I know or have satisfactory evidence t at ~~/-'l~c1E:~ ~~~, ~ ` is the person who
appeared before me and said person acknowledged that signed this instrument, on
oath stated that _ ~ was authorized to execute the instrument as
t#e ~i +~ be the free and voluntary act of such party for
the uses and purposes mentioned in the instrument.
DATED. - .~'' , ~ ~ ~~~ti~l~
qr~ ~.hpT ~-,q~'O%~;•,~ ~', Printed Name: ~Cf L7~ ~1~.~ :.F'~ ~?Z
~;
s =a _ . _ N% NOTARY PUBLIC in an~j f r the Stat of
~ a G ~ Washington, residing at G~~r G~~tz,c._J
%~'J;4,~~~ In 8c~,1__~U_ My Commission expires: ~(J' ~~~ ~'_~ f
Auburn Sound Transit Stati
City of Auburn - Gambini
Page 16
8/20/07
Agreement
STATE OF WASHINGTON
COUNTY OF
ss.
I certify that I know or have satisfactory evidence that is the person who
appeared before me and said person acknowledged that signed this instrument, on
oath stated that was authorized to execute the instrument and acknowledged it as
the of to be the free and voluntary act of such party for
the uses and purposes mentioned in the instrument.
DATED:
Printed Name:
NOTARY PUBLIC in and for the State of
Washington, residing at
My Commission expires:
STATE OF WASHINGTON
COUNTY OF
ss.
I certify that I know or have satisfactory evidence that is the person who
appeared. before me and said person acknowledged that signed this instrument, on
oath stated that was authorized to execute the instrument and acknowledged it as
the of to be the free and voluntary act of such party for
the uses and purposes mentioned in the instrument.
DATED:
Printed Name:
NOTARY PUBLIC in and for the State of
Washington, residing at
My Commission expires:
Auburn Sound Transit Station Sublease Agreement
City of Auburn - Gambini
Page 17
8/20/07
� �,1
�:r'
r,::
- :; ; �--- —__ _-----....._.....---_—_.....
?` AF1'ER RECORDING RENRN TO:
!;. ':,,.�`' Aepartmefit of General Administauon
Drvis�on of,Sqte Scrvices Real Estate 2��6 5 3�02�5�
rosaXaiois .-
olymp,a,�Vp 9$504-1015 ' c�iv� C0o� LE ae.ee
° /=3/20l8.14:31
' KING CMkITY� fpl
Delegated Sublease No. REL OS-0034 ` _ (Aubum)RHB/th
Date: 4/I S/OS
''DELEGATED Si3BLEASE , .
This DELEOATED SUBLEASE,made aad entered into Sy�.�nd'between the City of Aubum,a Washington
municipal corporadon, whosa interest in subject properry is that of Les9ce hereuinRer'CaJ1ed the Sublessor, and the
State of WaskwYgion, Green River'Community Collpge,acting under a'Delagation of Authortry from the;�Depurtrnent
of C3eneral.4dministtation,in;accoidence with RCW 43.82.010 ;li8rainafEer called'ttie Suble5see. Sublessor,enrered
into a lease with Cen7ql Pugei Sound Regional Tcansit Aiitlforlfy,as Lessor,dated`Siuie 46,2002;.+'
SUBLEi4SED'PI�MiSES �.
1.,:'� The Snblessor hereby sublcases to theSublessee the follodifng.de�critied pFemises:
CQ'rtimoa„Street AddieSS:� 110 ASheet S.W.,Suites.110, 1.15, 135, 145,Aubum,VJashington
�. ,,
�' ,. Approxiuiately 7325,square feet of office and classroom space located at 110 A Street S.W., Suites 110,
115, 133„a45,•Aubuin, Waslvngtoij andd�Stribed as tl�e'subleased premises("Premises") is that part of the in[erior
space of tlie ground floor oCtlie parlung gazagc_,("Parking Garage") at the Aubum Transic Station which pan is
outlined on the ilooi�.plan'gttiiched hireto.ys Exhibit A,,The Parking Garage is located on the land legally ducribed
in Exhibit B atteched"bereto andithe locaiion of the Parkiiig Garage is outlined on the site plan of the Auburn Trunsit
Station ettached hereto`as;P,xlubicjC. The Preii7ises`inctndes e�l windows end other glass in the exterior wall(s) oF
the Palring Garage witluri:the.acea outlinyd on tlie"Ex}u,bit A fl'oor plan and all doors leading into and out of the
Prearises. The Premises do not,idclude('a)ihy exteriox�walls'of tbe Rarldag Gerage, (b) the area beneath the upper
surfece of the coacrete slab floo;,(c')the arqa`ebo`va Uie 16wer surfacb�of the..suspended ceiling,(d) the area beaeath
the surfece of the inteno; Perimeter wal�''of tlse Premises, (pj a�F pipes''and'ducts, coaduits, wires, fixnues, and
equipment locared above the suspended ceiling',of, or'm•5tuctiaal elei�enta of, Fhe Parking Garage, or(fl any area
within a ctoset or other enclo'suie around electl�cal, machanioal� or plumbing systemc'of the Parking Garage even
though such closet or other Gnclosise may not b'e'excluded oY shown on tha•Exhibitj:A floor plan. Sublusee's
Proraq Share is 53.1%(7325 Sq.Ft.)of 13,81 I leasea6le squafe fee4. -
2. Plaza Tenen►Arca. T'he Premises(CHHCK ONE): ,:'
,' does
! ' �dces not
� I � ���I i: . � .. .' I . . . . :. �.: - ,, : ,'
include all or any part of the Plaza Tenant Area. Provided;however,withw the consu�amts of rhe$ubiessor's Nlaster ,:`
Lease with Sound Transit as attached in Exhibit E, S�blessee shall be entitled to use'Shose pbrtions of the,'Pleza ::.
Pogel'oCl7;' ,
�.d �
:'��TeqAiit Area, not to inclade the public sidewallc, within 25�linear feet adjacen[W the leased premises Cor temporary
tables;aod;che'vs for employeu and students of the Sublessee. Tables and cheus W be reviewed end approved by the
Sublessor:for compaubiliry with the surrounding enyironment. Sueh umpo:ary tables and chairs to be removed at
,. the ieque5i of th'e Sublessor when deemed necessary Cor construcfion,maintenaace and public events. Sublessee is to
,be;iesponsible foc clean-up of the area immediately adjacent to the azea used by Sublessee's customers and patrons
�� ��such temporary.tabie�.and chairs ere in use.
USE'
' 3,? . Tht prepvses �all be ased by the Gteen River Community College for the following puipose(s):
Office a�d,classrooip space
3.1 4eneral Iv��tters: SulilesseE shall u0t do o;;suffer aaything to be donc in the Premises or the Parking
Gazege or on or about.t9e Auburn;T'ransit`Stalip�i�tkat'will increase the insurance rates for or cause any insurer to
cancel or to impose exclusioas on;sny of Sublossor!3 po3icies of iasurance on or relating to the Property orany pert
thereof or the Sublessor's cnntents thpiein ot Sublessui's Jiebiiitx insmance,`'i'elated to the Property or any part
thereof. For the piuposes of the prec�tiing,senteiice,io ttie extent that SublOSSOF'self-insures any risks joindy with
other govemmental uni[c and pays alsesscoentti'relating'W siich self�iasiaance,:then in the preceding sentence the
tenn "premiums" inclades such assessrqgnts.,;5ublessee sha11 nat in.any ivay,exceed the design load limits of che
floor of the Premises. Sublessee shall not cqinroiF oi;pei�init waste'b€agy part of the Properry. Sublessee shaIl uot
commit or perrnit any public or private auisance ur azjy ottier act or thing thaf obsttucis;ipterfores with,,or otherwise
disturbs(in$6Cihssor's good faith opiaion)any of the;;ottier Subiesseee of t}ia Gdmineraia]Tenant.Siea and/or Plaza
Tenant Area'or any of their ticeusees,permittees or,mvRees m tl�e'ir 4se,qewpanc�;or 6njoynient o'f ttte:ir respective
premises, tlie Commoq;Areas or wlrich(in Sublessor's gobd•€8ith�rpinion)iuferfe'rts•with Spblessor's ownership or
operation:of the$uildinig. Sublessee shall not.co�if o'r pencut�ry act qi thitt�that,obstiucts, in{erferos with, or
otherwise distprbs {in Subleagor's good faitL opinion)ISound Transit:or aAy of its tenante, li�onsees, permittees or
inviteqs(includmg;members of the general public) in'their,iespective use, occupancy, oi enjoyment of{he Pazking
Gaza�ge oc any othet paFt of the Auburn Tiensit Cenfei'Sfatioa Sublesse's:511R�ll;aot;Gse,ur p3ace any appacatus,
mecFiinery;"or dovice which.rayses any substantlal noise''or vibration ia or aboue;the,Prvpert}r without Sublessor's
priAr written coasent,•'which S�blessor may refuse oi cohdition in its discretion Svble,ssee,shall at all times keep
access to eacfostues�within the,Premises for eny Parl�g Gaiege systems that aze ezcluded{rom the Premises, if any,
fcee'{rom obswctiop'.or h�lidiance;° end Snblessee sliell not keep, place, or store anything in such rnclosures.
Sublessee,shall-corriply with and skall canse.its employees, agenB, visitocs, and conffaaors to comply with such
reasonable rules as $ublfssoz.:'from unie to dme Fnay;deem nocessary or desiieble for the procecdon of the Leased
Premisa, tLe Comrsion?iiees,otherparcc,of:the P9rliug Garage and/or the Pla�a Tenant Area, its safery,care, and
cleanliness,aad good.order therein,''A copy o(,Sulilesso�'s;niles presently in ef£ebt is atqched hereto as Exhibit D.
3.2 Environmenta1141akers. Sublessea's6a11'comply;and shall cause all its employees,convactors and
agents to comply;'ivith all requiiements of,every applicable Lew.eonceming use, handling, storage, disposal,
removal, and encapsulation of any`l�azardou9;'toXic;or dangerons substspcqor wuste brought onro, released onto,
used in or about,or generated in or akioutslu Pa;lddg Garage or,flie qubutri'Transit Center by Sublessee or by any of
its employea,agents,visirors,or contractors, oc by enputher person wit11,$ublesgep:s consent or permission,express
or implied. Sublessee shall indemnify, defend;.and',hold 4Amiless Sublessor, Sublessor Related Parties, and the
Property&om and ageiavt all demands,claims,liabilitiAs,'dpmages,a.wards;judgrrrents,costs, and expeuses incurzed
by or asserted against Sublasor,;Sublessor Relarod Parties;and�or the Property ari§iug'from oe•iu,eny wey related to
any failure tiy Sublessee or any of its coatractois or;agents::ip paifocm as requued by,die preceding seutence or
arising from or in any way related w the essertlon of any euch faihue. In the:precEding sentencg;,,(a)'`costs;'include,
but are not limited to, fines,penalties,costs of eny investigation,costs;of any reinediel action;'�oats of resio'iation or
replacement of any part of�he Aubura Traasit Station oi any improvements thereoa(iiiclu„dieg;But nQt lirrtited,to•llie
Pazldng Garage),end tlie costv of settlement;and(b)"expenses"include,but ere nof Gmiud to, the,costs and'fees of.
a[tomeys,consultanta,experts,end wimesses: Sublessee's;obligations under this"paiagiaph'suiviye the expii�uon or
termination of tt�is Sublease.
PeBe 2;ot 17;'�
b� �
"rExM
' ' 4r;,: . TO HAVE AND TO HOLD the premises with their appurtenances for the trnn beginning July 1,
.. 2U05 and'�nding Jane 30, 2010. Possession to make Sublessee improvements (paragraph 21.2) beginning May 8,
:�20.05. ;.,..:,,
�, .. RENEVUpL
5. ' Right to'Exte'nd;' PROYdYSED Sublessee is uot in defeblt at the time of exeroise or upon the
coinme�icemCnt of ariy extensioo 1etm, Su`Eilesseo shall'haSe O e (1)(if noi completed,uro)successi4e optioa to
extend'the ferm of this Ltase for�ive(5)years`.,Sublo3see she11 exercisdeach option by de6yering written notice to
Sublessor not less tlizn`one bundted eighfgi(180) ¢ayS prior io tAe ezpuauon of the tlien current I.e_ase term. Upoa
the exercise of any option�the teitri ofthis'I.ease sh�ail be axtended for the period of the subject option apon all of the
same rerms,condiHoas,�id,covenante n4 set focth ti��rciu: ::,.
RENTAL RATE
,. I,:.
6. The Sublessce shal(pay tlie Spblessar,for thp premises cenI et FIie foUowing rate:
Six Hundred Ten Dollars and For}y Two..Cecne$,6F0.42 pei mouth. Paymeai 6hall be made directly to Sublessor at
the end of each moath upon submission of pr6perly ex6c¢ted voucfieis.
EXPENSES;
7,` During tlie bertn di this Sublease,Subless6r s'hall pay ail rea]esta`te�xes afl prupecry�assessmen�s,
building insuranee, which shell be Cor the sole bene5t of fhe Subld�so;exc�ept as.oxpzessly;pronided'for herein,and
mainteneua and repair as.describeQ tielow. . .�, .
7�1?� Suble4seeshall pay for the following � ,
a) , In addifion.to the rental payments proviiled here�n, the'Sublessee shall pay all utility
bilring m tlie.poimal coursc: Unless the p2mesiag�ee othernise,the Su}ilessee si�ll;apply for and subscribe
. to the various uhlthes�vai]able for aad used by the premises of this su6lease in the Sublessee's nzme, The
''Sab�assee sliall also 6e reSponsible for.paying to;the Sublessor tlie provision'of utilities for common areas
according tii the:proFeta sfi'aie'percentaga provided herein above;including water,electric power,sewer and
solid wasteJ:
b) ` Jenirorial Cbsts. The"$ublessee shall;be solely responsible for janiforial costs for the
premises of this aublease.:�'I'ha;Sublessee shall.also be respons�ble£or paying'the Sublessor for the portion
oFjanitorial services for coxnmon azeas ac�tdmg�o:ihe pforata share percentage provided hereia abo4e.
MAINTENANCE AND REPAIR;
8. 1'he Sublessor shall mamteui the prcmisq5 m good're�r. and tenahEable condition during the '
continuauce of this Sublease,excep't in case of damage arising hom fhe;nagl�gence,of the Sublescee's clienu,agrnts
or employees. For the p oses o�'so mamtaimn ,and!r` ainn the;pieauses;'tke SulYle;sor'reserves the right at
reesonable ames to enter a�nd inspe;ct the premisesand t malce azry�necessary iepaus to:the build'uag. Sublessor's .
maintenance and repair obl�gaaons under paragraph 7 shall'include,but aot be lqnited to, the,mechamcal,;:electriczl, :
intuior lighting, plumbing, heapn 7�ventilating d aucioncLUOiung systems 4inctuding replacemeot of filters as
ung
recommmded in equipmeaf sm�ca ,manuat)• t1Qor cbvenngs;wuidow Cove�ruiga;aIev�tors uisi¢e and pntside walls .
(including windows and;dq¢ks), all�qtucturel por�ons of tl�e bmldmgii(i�c�t�dm��$ie[oof and the wate�tight lntegnty.,:
of same); porches, staiiways; sideivalks; exteiioi�.hghling; pazldng lot (including-,snow reinqval� cleaning and;: ;'
restriping as required); wheel bumpers; drainage; landscaping and continuous sausfaction of all gu4emnienta}' .;`
requirements genexally applicable 4o similar office buildings in t$e area (exemple: 5ie;'build'yng, euergy;codes, 'i
Page J!bf 17::�
� �
�''�indoor eir quality and requirements to provide architecttually barsier-&ee premises for penoas with disabilides;etc.),
` ex.capF'as such govemmental requirements aze the express dury of the Sublessee under Paragreph 12.
.. 8'.'1. Tlie Sublessee shall maintain and perform repain on the work completed as Sublessee improvements.
;'Additionaliy,tho Sublessee shall be responsible for the leased space maintenavice of interior walls,floor and wiadow
' coveriugs, and the repiscement of ballasts, starters and fluozescent mbes as re:quired. Sublessee shall maiatain the
^••' �'reiqises ip a clean snd sanifary manne4 amF in a condition reasonably consistent with its safe use by the Sublessee's
'emp[oyee5,stu3etits,invitees,ind the,publia '
ASSIGNMENT/SiFBLEASE;;` ;�
�9. Tlie'Sublessee may netassign tht3§ubkasa'or sublet tfie pramises.
PAYMENT ,
10: Any and sll, p�yments proVided for.]iereimwhen made to,ihe.Sublessor by the Sublessee shall
release the Sublessee from any obligarion thprefore to aa}!:other pazty'or assignee.<'
ENTII2E AGREEMENT
i l. All prior understandings and agreemenu between tpe partiea`are aiecged within this Sublease,
which alone fulFy;gnd completely se[s forth tlie dnderstanding of��lle partxs,�and-.'k,his Subleas�may not be changed or
terminated pially orip any mapner other than by writteri agreement ;`
COMPLTANCE;WITII STATE/FEDERAL LAWS _
`, 12. ;' Snblesyor is responsible foi complying with all applicable`state;'federal,and.local'laws in ics acaons
undert`this $ublease, including but not liarited to the provisions of the AmericatAS-With;Disebiliaes Act of 1990 (42
U.S.C. 12;1`Ol-_ L2213),;and the,Wazhington,State Law Against Discriimnation,'Cliapter 4p.60,RCW, as well as the
regulations adopted U�ereiSnder, witl;respeM to the subleased premises. Sublessee sfiall �isy alI costs associated with
ciurent or''Ariiue motlificationg„to tlie Premises required to bring Stiblessee's uctivities or'SuEilessee's alterations into
compliance with a,pplitable ststc;fedeiel,and'local laws.
F[XTURES':•
13. Th6;:Sublessee;'`upon rfie written`authorr¢ation of the Department of Generel Administration, shall
have the right during tfie:existence of 4his Sntileese with,:Yhe wiitten pemission of tbe Sublessor(such peiniission
shall not be unreasonably withheld),to make alterahons,:attach 6xhues;and erect addidons,structums or signs,in or
upon the premises hereby subleased. Such;alterafions;'fixtutes,aaaiuon�;stnicnues and si�s shall tie euthorized
only by the Deparhnent of General;Administration.:Performance of any itf�e rights authorized above shall be
conducted in compliance wifh all applFe�'ble goverptnet�Yal regularions�'building codes, including obtaining any
necessary permits. Any fixtures,additioas,or stivcturbs sti placad.in or vpon orjattached to tha premises shall be and .
remain the property of the Sublessee and shall6e removed tfiere�'ro�by tlie SStilessee upon the terminafion of this
sublease, iinless Sublessoi gives ezpress writteri"pe�ission fqr such ikems to.remaiij upon the premises. Any
dnmage caused by the removal of any of the above items's.hall Ne r8paired�ytkie'Sqblessee. ,--
ALTERATIONS/iMPROVEMENTS -
14. In the:event the Sublessee i�equires altentionshmprovements during the terrrt,of th�s Snblease;an.y
renewals aad/or modificarions thereof,the Sublusor shall heve the nght W proyxdC'such s8zvices'at SuElessee s cost:.,
If cequued by state law, the Sublessor shall' pay prevailing rau of wage to�zll workers;'laboreis or)nechazucs:`
employed to perform such work as well as comply with the niles and regulations of,Ghe Dep�rirrient of Latior &'.,?
Industries. If the Sublessee considecs Sublessor's proposed wsu for altentions/improvemen�`excessive,Sqblessee `'.
:�age5ot17r��� ,.
� �
shalt have the right, but not the obligation, to reques[and recoive et]east two independent bids; and the Sublessee
`' sha31 hSee.,the right at its option to select one altemafive eontxactor whom the Sublessor shall allow co provide such
seivices foi the,Sublessee in compliance with the Sublessor's building standards and operation procedures.
� ..
. ;�PREVk1I.1NG WAGE
-�•-- 15. ' Tlie parfles agree to,,pay..rhe prevailiag rate of wage to a11 workers, laborers, or mec6anics
,:em�ioyed'in tli'e performance qf eny part of t}us Sublease whm required by state law to do so, and to comply with
`':;the"provlsiom uf Ch�Ste{s39.12 R�W, a�.�nended, and the niles end regulations of the Deparhnent of Labor and
Indtistrles. T'he rules'and regula�ions of the Deg6itrne�of Labor and Industries and the schedule of prevailing wage
rates for.the lobaliry',or localitics where tivs Syp7ease a�e�l,be�ierformed as detersnined by the Indusaial Swasacian of
the DepartmerR of I.atior apd IadustneS;�e by iEFeretice Ynade a part oF.this Sublease as tliough fully set forth
herein.
DISASTER
16. In the event tfie Prequses.;are destroyed'or m�uced,by Sie, eatlhquake or other casual_ty so as to
render the Premises unfit for occupa�y,aAd Su6les;or,,neglects:and/or refiue's:to restore said premises to its foimer
condition, Sublessee may teiminate diis, ;ublease add.5hall,Be ieunbaisedfqr:,any rent paid during such period the
Premises was unfit for occupancy. In the event s�d premises are'partial�q desaoyed by any of the aforesaid means,
the rent herein agreed to be paid shall be abated!frou'i the:time of occurience of;suc$"drskruccion ox;.injury unti] the
premises aze a`gain resrored to the'u Former condition, aud aay,ren4 pazd by�the SublesSee duri�ig 4Ue period of
abatement sHall be'ccedited upon the next installment(s�,of rent t6 be paid it is un�erstoo�'that�e t4tms "abated"
and "abatoinrnt" meaa;a pro rata reductlon of area unsuilabk't'or occupadcy due`m easual'ry los's in,relation to the
total rented azea;.. :
NO GUARAiHTEES :'
17.. 'Tt is iinder�,tood that no guarantees, express or implied; represCntafions, promises or statements
haye beeti made by tlie paities unless endorsed herein in writing: And it is fiuther iuiderstoo.d that the Sublessee,a
state agenty;•'is acting.in complianee with a delegated authority'from the Department of Getieial Administradon in
accordance with 43,83.010:'Any aaiendment or tnodification of this Sublease must be in wiiting and signed by bot6
paraes`'"..:.,.,_.,� '`
ENERGY °
18. The$53Wessbr, or au�horized representative, xg accordance with RCW 43.19.685,has conducted a
walk-through survey of the subleased pra�ises wi(1i e representatiye of the Director of the Departmdnt of General
Adnvnistratiob Sublessor will underrake technical assistance studies:and/or subsequent ac.quisition and installation
of rnergy conservation measures�ideniified as'cosf effective,6y tIi¢sui'vey.;:'��,,.',
REIMBURSEMENT FOR DAMACE TO PF}EMISE5' -
19. The Sublessee hereby agrees to refmtiursc the Sub,tessox for,damages caused by the negligence of
its employees, clieats and agents, but in no event sha]}'this paragtiph be coiistnied as dvninishing the Sublessor's
duty to malce repairs.as set forth in preceding pazagraphs of[his subleesq,oi as making.'Sub�essee responSible for the
repair of normal wear and teaz.
pe�eRnOUSSUBSTANCES `
20. Sublessor warrdnts to hislher lawwledge that na hazardous su6stanqe, tox�c'waste�'or ofh�r,toxic? ;
substance has been produced,disposed of,or is or has been kept on the premises herebq subleasqd which if found on' ,?
..,� Page 5:6f 17 :�:
� �
:'�the pioperry wouId subject the owner or user to any damages,penalty, or liability under an appliwble local,state or
federaYlaw or regulaaon. `
,. 9u�blessbr shall indemnify and hold tiarrtilus t}ie Sublessee with respect to any and all damages, cosu,
;�attomeys'•�fees,aud penalties arising from the prese�e of any liezardous or toxio substances on the premises,except
� foi such sutistanus es,ceay;be placed on the premisu by the Sublessee.
., . ADAITIONALSUBL�,i4SEAItOV151ONS:�
''"� !`21.:' ' Itis agzeed t�af tlu Sublessoyshall;'at Sublessot's sole cost end expense, on or before, Jiine 30,
2005,oomplete in agood end;woi�nanlike�nu,�er the>'�folluwing items:
a) `'r..Clean bµ;lding exteiior ttt remove;wlrite substance
b) None `•"'�
21.1. It is also agreed tl�at the Su6lessor shell,.ai Subles'sur's sole.tost dnd expease,on or before June 30,
2005,compleu in a good and worl�anlike;mmtSa the followi,pg iteviy:
a) None � � ... ,
21.2 :. Possession To Make Tenant ImprovemeMS 1f Sublessed elects to make�,end Sublcsgor consents
ro Sublesse8 maldag,Tenani Improvements, Sublessee:inay have;possusion of tIi'e Pre�ses.for tl�e so}e purpose of
makmg Tenant Improvements frorti the date Sublessor specife's by written,�+dficata.Snble3sce;edvising Sublessee
that the Pi'emises.,are ready focsuch possession by SublEssee.. If Sublesso�s noNcg;of read`mess is nat givrn witlrin
such tirue,then'the'Comuiencemdat Date shall be delayed 6y a period.equal to tfie delay in'SuylessoYs noace. Even
if the ;I`enan�:'Impibvemena aze not completed before such time, the Tdgm sbaff nevertheiess rommence on the
Comcuencersient DOte. '!'he terms and conditions of Sublessee's possession'of ttie P.remi§es,nnder'this paragraph ero
all tliose specifed 'm tfiis Sublease except fhat Sublessee sliell not be liable foi�apy Rept;tlur'vrg the period of such
pos'session unri�ihe Coi�ncement Dafe.
213 Earky OccYoehcv.;,' Without Sublessor's prior written consrnt Sublessee shal] not ocwpy tha
Premises.,.befoxc'�tfie.:Coi�finencemeut Date^for,,any pwpose other than pecmitted according to Paragraph 4. If
Sublessee does occypy tkje Preinises beEo=e the Co�enencement Date for any other piupose,then the Commencement
Date shall be the da(g of dcaapana,y ti'ut tfiq.axpiration date shall not be changed.
WITHHOLDING OFBENTPq1'MEIVTS ` .,
22. If the Sublessor' fails:to"mamtain, r,epair anNqi improve the premises as set forth hueiq the
Sublessee may, if authorized by �lie Depa�pnent of,,Geneeal Ad'miiiisuation, withhold ten percent (]0%) of rent
payments unal such time as�Sublessof'carip'IetFe deFcient,�tnaiu{enance,;;epau�and/oi improvements. Upon receipt
of documeataaon of Sublessots noncoinplianoe with:,uraintenanee, repair anddor_unproveaient provisions and a
wntten rbquest to withhold reut paymevts from the ,$ublesseer.'the.Dep�xhneAt of'Faeneral AdminisR�ation shall
provide Sublcssor with a:]ist of deficient maintena�b;repair add/ox imp�ovemegt icems and nofify Sublessor that
Sublessee tias beea au�horized to witl�liold rent payuiept_unv�'defioient;maintenance, repaq_and/or improvemenu
have boen completed. Sublessee shall place all withfield r6nt payd�ents i,c'an inurest bearing account Withheld rent
payments pluv acaued interest will be iemitted to Sublessm a8cr,the DepartmenF`of G`eueral Administration verifies
that Sublessor has saNsfactorily completed eli maintenance,repa'v an�or impmverriencs and aut6orizpe Subl�ssee to
remit the witlilield rcnt. Nothing iu thi's'provision shall limit other reirie8iu.ivhic6 inay kse.available tb Sublessee
uader this Subleaca ' : , ` ., , " <; r ,'• :, .., ....
CONDEMNATION
Psge 6.of 17 :'�
�►' d.d
23. If all the premises or such portions of the Building as may be requ'ved for the reasonable use of the
;'� prqinises;�,are taken by eminent domain, Uvs Subleasa ahall automatically terminate as of the date Sublessee is
rgquitbd ta vacate the premises and all rbntals shell bb paid to tliet date. In case of a tekiag of a part of the premisa,
oi�'`portioii of fFie Building no(reguired for the reasonable use of die premises, at Sublessee's determination, then
;�thoSuWeese sLall;continue in full force and effect and the reqtal shall be equitably reduced based on the proportion
�' by which tlie floor azeaof the premisas is reduced, such rent reduction to be effecti4e as of the da[e possession of
.�- such portiob isidelivered to:the condemni4$ authority. Sublessor reserves all rights to damages and awards in
conncctinp thciewith,exc.ept SublesseC shall �ave the right to claun from the condemning aurhoriry the value of its
':leasehol¢intete3f and,any celocation UenefitF,'
xoL,ri�rrG OvER. ,
24. ":;,,Upon wriften,consent of,the Sulil'sssot:$ublessee may romain in possession of the premises aIIer
the eicpiration or fei�imtion olthe Sublease term,�iocaany,extension thereo£ Such possession by Sublessee shall be
deemed to be a month-to-month leoancy; cemv�bJe as providad by law. During such month-to•month tenancy,
Sublessee sliall pay al]reat gro4�ed�n,ihis Siiblepse oC suchother rent as the;paTties mutually agree in writing and
all provisions of this Sublease 's�iall apply to:the rsionth-to,rrionth tenancy, exaept tl�ose pertaining 4o term and opaon
to extend.
SUBORDINATION ,
25. ;"^,.So long as Sublessor has fully performbd°rind�r the terufs oP this Suble�se, Subfessde agrees to
execute,witliin teu(70)days of writtan request by Sublessor,the,efata"s standazd TadanE�stoppel and Sabordination
Agreements wluch ha6e been approved as to form by the Office•of the Attomey't3erieral::
CAPTIUNS ;'` ":
i' 26.;` The caprions and paragraph headings hereof afe idserted for con:4onience:pucposes only and shall
not b'e deemed to:timit a'r expand the meani.ro of any paragraph. ��
INSUItANCL _
`'<..27. It xs recognized Wat thaState of Washington, including all its agencies and departrnents (which
includes fk'e'S"ublesSee),u se�f insiired'for all ezposure to general liabiliry and vehicle liabiliry as provided in the
Risk Managetnent .Qa; Ite�ri$ed Qode of�ashington (RC1� 43.19.19362. The Self-Insurnnce Liabiliry Program
provides 6ist dollar'COVerage up'to`$5�llion per;occarronce. The Self-Insurance Liability Program is continuous
unless abolished by th_e�Washj�gtoii Staie Legis9atLlre.,'
27.1. It is further recogniied`�at the::Tort Claims F�et, RCW 4.92 et se.q, proJides tfie fundamcnta]
remedy for all liability daima against the stste,:�its agencies ap'd depart�nents and%or The acpons of its ofFcers,
employees and volunteers while eugagad;in'fhe performance of ihei�offiCiel duties. Such claims must be filed wirh
the Office of Fiaencial Management,Office of Risk Ma�gement for processing a�cording ro stamte.
LEGAL RELATIONS
28. A state agency does not have suthority'io enter_into a'�conliact,!that.agre'6s tb�8n�d another party
harmless and ro indemnify the other party for its loss. No pazry'shall bqliable foc:8amage or claimv w}uch arise from
or relete to the perfom�ance or noa-performence of this Sublease by any otlier pairy.;Sach paity shall be respU?�sible
only for the negligent acts and omissions of its own officers,employees;aad agbnts,'arid no,}ia,rtyshalF b�considezed
the agent of tha other. Sublessor shall defend, indemnify and hold hamiless.:Sublessee�Yith ieapect`W any�and all: ••
damages, costs, a{tomeys' fees, and penaldes arising out of or rosulting frorti`the, acis;.ersqrs"or' omissions oF}` ;>
Sublessor, in perfoxmance of tivs Sublease, to the extrnt af injuries or damage 'caused 6y;;the'negIigea�b of .;'
Sublessoc Sublessee shall defend, indemnify and hold ha�mless Sublessor and Sound'`TransiY wifh re8pect,EO any ",,,,
Bage 7 uf 17 :��.
'..J br
:'��and a11 damages;costs, attomeys' fees, end penalGes arising out of or resulting&om the acts, enors or omissions of
;�' Sublestee,,.in pedocmance of dus Sublease, w [he extent of injuries or damage caused by the negligence of
SNblessee.,:`,...,
.. ;:TEAMIN.ATIOIV;
24; `Failure of'Sublessee to,cqtnply with eny pro4ision of this Sublease sliall constimte a defaqlt end
material bfeach pP the Sublease, and �t'such 6ieach is not remedigd within thirty days ofreceipt of wnuen noNce
from Su6lasor,$ubleeSor'may Eemvnete thi,s,b`ublease.
BINDING:�UTHORI'�Y �
30. ';. It is furthet untlerstood tliat tlus Suble�e stiall not be binding upon the State of Washingron,Green
River Communiry'G9JIege,unlESS sig�'Led b�the SubleSsee's�Director,Coammissioner,or his/her designee.
NOTICES
31. Where4er in this Sublease�wrilien uo6Ces en to be�.given uz.nlade, they will be sent by certified
mail to the address listed below unless,e diffetent�fldxess s}�81P�e design8ted iii writing and delivered to the other
P�Y• '
SUBLESSOR:, City of Aubum
Attentioa D'uecror of Planning
25 West Main Sheet �
` . Aubum,WA 98001-4998
SUBLESSEE Green River Coamiunity College `
12401 South 320'"Street
' Aubum,WA 98001-4998 °•
WITH A COP.Y TO;;' ,.`Departxnent of Genaral Adminishauon DEL OS-0034
Division of State Services
;Genetal Atlministratlon Bldg.
•�- "PosR'Office Box 41015
OEympi,a;yVashington 98092-36995
REAFy the patties:herdto have'hereunto subscribed their names.
.,:....:� . , ,
S SiJ$LESSEE:
By� - ��' ST:4TEOF;WASHINGTON
� '� . � Green River Communitv Colleee
Title: _
r— Acfing imdec';a Delegarion.nf Authority from the
Dau: Dopai�entpf GeneFal Adil�inistretio
(Sublessor:Ifcorpontiaqpazmerehip, ;: r.l- ' ' -
orotherofficuwithlegalauthority � � :.�$y:,:��� F:��•�. :��::
other than a naNcel persoq give title)
Title: :`�Vicb Pr�ident for Bus,��,s's Affairs'�"'�
Date: s/ ����:��
...•...: PnBe 8 of 17 ,'.�.
, . , i� `�
APPROVED AS TO PORM:
�' Hr•�-------�„���� �
. AssistantAttorneyGeueral �
Date: 5/1?J2005 �
SfA7'B OF wASf{INr+'FON.:` a; •
` )�
Couaty of Kmg
On dris ' �� day of .` •• ;' ', ` ' .A.D.,20�5 • befoxe me P��Y
appeared It. B. Bcumfield'to me�}x 8u Vice Piesident of Busmesa Affafrs of Gma River Coc�uniN
�egs tlia�e�iecuted the'wit6ip and foregoing mstrumeut,,e�d'aclmowkdged`ihe seid mvhi�eat to be the fine and
vohuitary act aad deed of seid'sfate ageney,;for the�ses aad
. p�pose's'.thaem axnGoned,aad on oath stakd tfiat he was
authorized to oxavte said instr�imeaS end t�ist the seal affixed thoieto is t6e wipora`te aeal of said eo�pyradon.
' ` `��QIIII/l//�
In Wih�ess VJhereof I have hem�mtp set my Lend and afl'nced my official seel`��y��t above
w+ittea ` `'��,v��,lealon�,A�i
: � �. OTAR �p� � .
f y ;___
No bG�m edd fo i�'9te�o : �,Z�
Resi at ' �unu�• �,
�B ��
Mycou�iasiom.expires r • �
. /�//�//llWljl\\���`` .
STATE OF WA$HINGTpN";. . �
;)av. _
Cmmry of ICmg
; }�...:,
On9�is day o� ` /� . A.D,20_f�, befor me PersonallY
ePPeazed ._to Im�own to be t2m _ tLat
executed tlx within and't�Sitigoiu�iostiimxut snd acliaowledged'dte said'matwnent to be Ih e and voluntary ect and
deed of seid coipomaoa, for the:uses'-�aud�puiposev theiein pxeationed, aad oa oath a�ted tLnt ha was authoriud to
exeoute seid iasti�ent aud iLat thb seal af5zed�ereto,is the;r,oipolate'seal_of said wiporatioa
Ia Wimess Whereof I have haeunto aq mj!Land and affued my offiaisl seal the day and year fuat ebove
written.
..�a��+�� :r �.'� ,
s��p a �or�n, �—..�qam.e.t,a 5�- `7!�a��2_2>
�BSi�N�.',s'�y�i�� No�y�unitCm for�$_ GfV�a's6mgtoq - - -
% ;� �10TAqy�.F � Reaidiag at: "
G 9 �.�, yi ; I�'1Y�sswa�expaea ��__�
6N�: �DUL� �..- ::�� .
'y9�;••.Ip_ p7, •Q� _ ..
��'v�FWASN��'� �
,�� '� P�ge9bf 17„'�.
� �'
APPROVED AS TO FORM:
By:_@,pproval on file
... "' Assistant Attomey Genecal
Date: 5/12/2005
STAT�'OF WASHINGTQN ;,` ;' `
' ;r)ss .
Counry of YCing �-
On tLrs �dayof MLU.`�..� , .A.D.,20�� befoie me personally
appeared R B Brumfteld to me.:,lmowu'tb b.g tHe Vicg President of Business AtTairs of Green River CommuniN
C lo leee• that exewted the within;�nd fqregoirtg indtnuntnt and•aelpiowledged.tfie.,said instnunent to be the &ee and
voluntary act and deed of said steie agericy,fOr thy'uces,and'putposes'therein menticl'ned,and on oath stated thst he was
authorized to execute said instrumem and fl�the:'§eal aft'uied thezeto is the corpocaFe seal of said cocporation.
`' ' ��11111111///�
In Wiliiess Whereof I liave hereunto set 1ny}�and:and affixCd rny official seal��yl5d6y�(��jr�t.above
written. ,. `���o�`ggionFkp%'•`1i�ii
� V, m• :i
/l�� "�::� '' N��TAR�'":r_
No� Lc in and fo e Sta� a;_sl�pgto�;, .2`
Residingat `� �- rUffL��
My commissioh expires ' �
... �`���%/��jjll\���```
STfYI'E OF WA$Ii1NGTON' �`{: `
)�.:,,_,,,,..:,
County of Kuig
; �j.::..._' .. vyy
On tlris �. day of' :' !/ . ` A.D.,20 Or befor me personally
appeared to laioavn to be the that
exxuted rhe within and foregoing ins�iment and aclmowledgea'tfie,said instrument to be th ee and volun[ary act and
deed of said cocporation, for the iises aritl'putposeS thefein qientiqned;�;and on oath stated that he was authorized to
exeoute said instrument and that the�seal affixed`the'rero:i5 the eoipoizteseal:of said coxporation.
In Wihiess Wtiereof I kiave liereunto set my'fiand and'af6iced,my official $�al the day and yeac first ebove
wnttea '
.....�.,,, "
.�+,''�`�`3v�A, @Oj;q��� �iLrri;a.ti.cA._ 5�'�,: `�`S�Q-��
'p��'i�� �gSiO�� '5����� No lic m for the S te nf Wes}����on
i/�'• � .......�q•. / � ....Y` . )
% ;� �OTA�y m�. �� Residing at:'
; a....�n v�' : My connnission.expi;es ^L'?�'•-
y,Iy�T� •po 9-;Sr G��2� .
���h�F WASN��` +
.
,���e��a��.`��
��.. ,page 9'of 17,�?� ,
� �
.,
......'�Pnge 10 oP 17 �:'
� �
EXHIBIT A
.. •• Outline of the Premises
. ������ ��
„ � ; �.
o .
It ays:.in PepPi ;' . -
0
;:,,.>';' ' —
Public
Itestrooms �
. � k
`- �.
�
� ' �
Driverl � i
Area;i �
��, �'�� _�
, �Q' .,� �
�� ;
: Inlerior � _�
i.,. Restrooms z --� e,,dZi
�I � � �` ` !
:,.._
, , , .
� � � InYerler'Nall I
, ; - - � � �
������'r�"�Ha dwar �-1
�j i �
Primer�c," g �� � '' Jones
I i '
i . ,����,�, � �
- � �
,. I ,_ 2,918 Sq. Ft. � i
': �' �Famshed '
q :Ft � '
hed �\
t � ,
_ �� k �
� �
: � __ . ' ..
1 ,
�-- .
i . �
� : ,:
�_ �----------. '�._.,_� I ,; -
, ThiS area is �,�•.:.�P88e Il;of 17 d'��
included in the
total square .
feet but not on
the floor plan
�.,� �
EXHIBIT B
Legal DescHption
„ ;. .
. . ,...:..
.�,.... 7'hat qbrtaig�par�el pf`land situated in the.City of Aubura,Counry of King,State of Washingtan,being all of Block 4
of ttie Toam of Slaughte; as shown ca6 e p1qF thereof cecorded in Volume 2 of Plau, at Page 56, records of said
`":county, �hd tqat;portipii o$the stree['cacated;by Ordinance Nos.481,483 and 493 of said city,descrilied as a whole
as follows: ::
BEGINNING at the noitheast comer uf;$aid Block'4>,�s3id cdmer being the intersection of the southerly margin of
First Street SW`�{60.00 fett�wide) with the,westerly marggi�of"A" Sheet SW (60.00 feet wide); thmce along the
northerly line of said:qJDC�C and`said southerly marginof�ust Sheet SW,and its westerly extension,North 89°OS'36"
Wcst 234.84 feet to the easteily line of The Bin'liagton Northem and Santa Fe Railwey Company Right-of-Way;
thenoe along said easterly lirit,Scruth 00"40'12"Wcst 9f�:19{'eee•ta khe begim�igg.qf a tangeat curve concave eastaly
and hsving a radius of 17138i'�4 feetr�thence continuiag�'�along said easterl9 liq� and aloag said curve-southerly
164.42 teet tbrough a central augle o!'00°32'S9"to tlie wester�y.,extension of'tha,'northerly margin of Second Street
SW (60.00 feet wide); thence along`saiQ,westerly eicttnsion'znd;the 3outkieHy,line of said block, South 89°OS'36"
East 232.85 feet to the southeast comer of said block and 39id wbsteyly rtiargin of"A" Street SW; thence along the
easterly line of said block and said westeily.�maLgin, ;North 00°56'04" ,EasL�Z60:6Q„feet to tt�e POINT OF
BEGIMQINCz'' .:. ..
:NOT�: 7'HE`�FOREGOING LEGAL DESCRIPTION' FiHCZ.UDES (al AI;L TF�."REAL
!` �O�ER'CX ON WHICH ALL THE PARKING GARAGE AND SOi� (3F '!HE PLAZA
` AAE LOCAT�D. (bl SOME REAL YROPERTY WHICFI IS'PART OF THE 31'ATION
BUT ON W$ICFi.,NO PART OF TAE-PARIQNG GARAGE QR' THE PLAZA IS
�OCATED BAT(c)DbES NOT INCLUDE ALL OF THE REAL PRbPERTY UN WHICFI
Tf#E`PLAZA'iS LOCATED. WHEN AN ACCURATE LEGAL DESCRIM'ION OF THE
,. REAL P80PER�'Y`ON WHICH ONLY THE PARKING GARAGE AND"TftE PLAZA
'ARE I,OCATEI3 A I+1EW EXHi•EET B CONTAINTI�TG SUCFI DESCRIP'TION SHALL BE
SUBSTITUTED FOR THE:FOREGO�NG LEGAL DESCRIPTION.
.. Pege l2:ot I7 ,?
� �
EXHIBIT D
•• Rules and Regulalions
tor the Commercial Tenant Aren
at the Parking Garage ot the Auburn Trnnsit Stalion
1. =Smpldag of tobaCCO'�or any"ot&er substance and use of any robacco pioduct anywhere inside any
^�:. r �. ,: .
psFt of tfie P$tldng Gazage;is prolu`bited. ;,'".,
2i` Suhlecsa shall not ma$e or�pemut to ba �nade any duplicete keys, key cards or other opereting
dev�ces for any;lock or o�her secuntq �eyice pro�ded by.iSublessor or by Somd Transit in d�e Premises or the
Parking Garage. �i�f,mor,a'than.�'nae key, key cazd oi.opCrating device for any such lock or other security device is
desired, subject to Su�ilessor's priog conseai coribeming tlie numba,such additional keys or operating devices shall
be provided by Sublessor at 3ublessea's eicpense. .
3. Fumi[ure, froight, sppplie5, equipment,'�and other��pioperty���qf,8ny.kind which are not carried by
hend by one person shall be brought"inio,,mov0d abou{'in, §�ctl rpmoyfd fxarp flie Property only at the dmes and in
the manner reasonably pemvtted by Sublessoy; Any sueh psbpertywhieh�9 rtoticazried 6y hand shall 6e moved using
hand trucks equipped with rubber ares and"iubher side guards and°Sgblessor vjayalso require use of procective
coverieg for cacpets, tile, and other floor covermgs. `rAll dam¢ge done to any pazt of Ui@s$tation by�$ublessee, its
employees,egrnts;:supplien, or furniture end equipment movers ia bringing into;iao.ving about in,oi removing from
the Property any pasonal property shel]be rcpaired by SubJessor'at�blessee'soxp.epse.;
9. ," Subla3ee shall not and shall not permit any`oj;its employee§; agents,.:invltees, customers,
ficenseCS,pe�itteNS or coahaMOrs to obshvct any of the drideways,entr}�way9;..qr�eorridors:of the Parking Garage
� and Sµblessge shal�not pse any of such facilities for any puepose except ingress or egress to:aad Irom the Premises.
Sublessee.shatl nbt bring into or keep within any pazt of the Premises any artintiai, bird,;bicycle, or other rype of
vehicle anil shalf'not�erq�iY'auy o�'its employees,agents,invitees,wscomers,liceiivee$, peimitfees or conaactors to
do'so. Tk�e,.p(eceding;6enteace does not apply W an'vnals traincd to assist and actuaFly�as'sisting persons�with�a
disability. _
5':^-•" � Si�ilessee shall npI uye'or perinit to be used in the Premises or Perking Gazage or about tlie Smtion
anytliing that is dangerous to;life or Im�b;nor in aay manner deCece or injure any part of the Property or the Station;
nor overload any floor or otlier patt�ereot;nor pe�pra�ry noise or odor to escape or be emitted from the Premises.
6. Sublessee shall inau� that ell�water fauceu.?or,water apparatus and electically powered devices
(cxcept security devices)aro tumed off�:whtu Sublessee.;'or ib�'employees leave the Premises, so as[o prevent weste
or demage. Sublessee shall be teiQonsible foe�any damage W any'pa[t�of,the Property and any conteats therein and
for all damage or injtiries sustained Dy;othy,�persons in or about the.Property oz the Station azising from Sublessce's
(Ailure to obsyrve tlus provision ' "'
7. Sublessee, its employees, ageats, iavitees,+'cusEomess, ]ieensees, pem�ittees and contractors shall
obey all traffc and parking regulauoas and restricaqns posted by,,.§ublFssor,.tit*by Soand Transit in tlfe Paridng
Gazage and anywhere else in the StaGOn. , -
8. The toilets, urinals, sinks, end othex appazatdS ia;fhe iCStrooms�8ad elsgwhere �"4p t�te; Parking �
Garage shall not be used for any pucpose other than for which they weie.coastrµcted.'aFid no,foiei�sttbstince;of any
land whatsoever shall be thrown or disposed of therein. Without limiting the:�genera�iry<of the pteceding; no
Ceminme sanitary ddJices,cigar or cigarette butts; coffee grounde or other kitcheaf wesu,or an " er oods exce f„ """' �"
' YPaP , � ,„ P ,
toilet p"aper shall be disposed of in or tlushed down any urinal or wilet Sublessee sliall 'pay all e;pen�es of` ,;' '
'.."..��'Pagc 14 oC 17 :
�..� `..
�'corrcctuig or repairing eny breakege,s[oppage, or damage resulting&om violation of[his provision by Sublessee or
`' any.%of:iYSemployees,agents,invitees,customere,licensees,permittees or contracto�s.
9''� ':Except as provided in this pazagraph, Sublessee shall place all its refuse, garbage, aad other
;maEerial5ublessec desires to discatd in the dumpster or dumpste�s provided by Sublessor for the Property. If at any
:' time Sablessee has m�twial to be discarded that is not aomial (in size, type, volume, or othenvise) W day-to-day
�• �- operafion pf its.�usiuess in the Premises,-Stibkssee shall immedintely notity Subldssor. In such cases, Sublessor
sha]]''have the�glit, at its,election,.,ta rcquirerSublessee either to immediately aud nt Sublessee's exprnse remove
`'euqb disG6rds:6rpin the'Properry.art�'tRe Staqpn. Except with Sublessor's prior consent,Sublessee shall not place any
meteria! w .be,:discaided'nex4 to Sublessors duuipste,rs or anywhere else in or about the Properry except in
wasteb'aakefs in tlie:_Preciiises,' 3ublessee,siwll`not, asil�hall not permit any oCits employees, agents, visirors, or
contractors to,'atteiiipf to disce(d any,�e�se, gatb&'ge; or:'other material tlirough refuse removal fumished by
Sublessor at the:;Propecry,Except thet which is geuecated.liy Sublessee at the Premises in the ordinary course of
Sublessee's use thereaf."Howe4er, Subless,ee shall�oE,'�d shall not pernrit any of its employees, agents,visitors,or
contacWrs to, attempt to dispose ,of auy}fazardot3's;Yoxic; or daugerous substance or waste tlirough refuse removal
fumished by Sublesso:. -
10. Sublessce shall not;bsa or'keep orp'ereut to be,used.or kept'i�'or aliout tfie Premises, tfie Parking
Garege, the Property or the Station any kerosene,gasoline,o}othe[��ble or combusuble fluid or matenal,or
use any method of heating or air-conditioniug othec than thaf fumislied by^Sublessor.
1 L ,;""':;Sublessor will d'uect elechicians and':other 9rismllers as to;AVhere and how tyires,cable;pnd conduit
for electric�ervice;'Telephone service, and other commimications.5ervices;(includiiig'but,not limited to 8udio,video,
electonic,:and lnternef;,communications)and nny pipesfo'P weter, seweror gas'are''ro be'intoduced tq;'the Prcmises,
the Parkipg GarB�e and.the Properry. Sublessee shall not do a[ perixut;any bvLUB or eutting foi wires, cuble,
conduit�,br piges wjtliouE Sublessor's prior written consent. The loca�i'on ahd manner of a�xAtion;nf outleu,jacks,
and oth'ei connecGpns foi`relephone, call boxas,and other electric,electrorijc,coirimunicatiops,date proceseing,and
afficq equipment effix�'to any part of the Premises or the Pazldng Gazage`B�dipg shall be subject to Sublessor's
prioi apprqval. Withopt Suhlessor's prior consent, Sublessee stiall not install anytvltere in'or aAout the Premises or
the`Fazkiqg Garage any autenna,receiving dish,hansmitter,or other device for transmiss�on oiieception of any fom�
of wireless cdmmunioaeion.
'''i2,,_,,t'�Wiihout Subl'essot's pri6'r"written consent, Sublessee shall aot lay or peimit to ba laid any
linoleum,tile,ce[pet� or gther'tloor:'ca4ering so timt the same is affixed in any manner to Uie tloor or subfloor of the
Premises. S�blessee.shall°gay Sublessor'6.eapeases of,repairing any damage resulting from a viola[ion of this rule
aad of removing and ieplacing�tiy,iloor toveiipg 18id by 3ublessee.
13. In case of mo6, riot, ,public euiument, :uttiec. conunodon or disorder, or other emergency,
Sublessor has the right,but not thb;obligation;:to efiemp[to prevent ecce;s to the Property during the coatinuaace of
th�e same by]ocldug the doora or oth'e[wise. +'
14. Without Sublesior's prior written consetit, no�vending.machinE�,pr-�any other machine acuvated by
inserrion of coins, other money, or crotlit or oth�access cards or devices Fiearing any coding device shell be place,
maintaincd,or operared anywhere in the Parking Gatage.
I5. Sublessee shall nat and shall not pemrit aey of:`iu employees,.iagents,4isirors,'or contractors to
cook or otherwise prepare any faod in the Pmmises. Tlvs rule does not prOhib�e the:us8 of coffeemalcers.:or similar
appliances to propaze coffee or hat water for tea oc the usc of microWav�ove�ns ta hbet previously prepared food.
This iule also does not apply where the Pemutted Use includes preparadon of food;for consumpdon on or:'pff the
Premises by Sublessee's customers. `• ' ' " ` ' .. `' ;....' ..'
16. Sublessor has the right but not the obligauon to exclude or expel from taie Prop�rc}r8ny,�erson who' ,-'
is intoxicated or under the influence of any alcohalic bevaage or any dmg,who is abusiye'EO��ttireatening,fia=assing, `.
PgBe IS:of 17,r.
�✓ `...
:`�anhoying, or otherwise disturhing any other person in or abou[the Property, or who is violating any of these Rules.
;� SuWessee.shall not permit any such person who is one of Sublessee's employees, sgents, invitees, customers,
liobns2es,pe�tquttees or contractors to be or to remain in or about the Property.
� ;4•7,. ��rom time ro time in its discretion Sublessor may arnend, add to,delete from,or otherwise change
+' th6se LFules provided that.any such change shall not he inconsistent with Sublessee's rigl�ts under its sublease. Each
�..•- such g'tiangp sha{l be'effecrive.when made Jn,writing and nouce thereof given to Sublessee in the manaer specified in
-5ublessee:'s sublease for the giving of noiice. ;r
18.: Capitah2ed {�rnis used:�n'these�Rulrs that are defined in Sublessee's sublease hay8 th8 same
. meaning�.:a5' pr.ovidCd i�'such' subleasa ;�W}�ere4er ia tlfGSe rules Sublossor's consent or appioval is required,
Sublessor inay;p its'discretioii refiue or,condidon�aticli cpnsent ar approval.
,,
�..�� p¢Be 16:of 17 ':
�✓ `.
Eahfbit E
Master Lease
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�,.'. PdgelZ:otl7 �:.