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HomeMy WebLinkAbout4292RESOLUTION NO. 4 2 9 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AMENDMENT TO THE LEASE BETWEEN THE CITY OF AUBURN AND CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY WHEREAS, the City of Auburn and Central Puget Sound Regional Transit Authority (Sound Transit) entered into a Lease on June 26, 2002, for property known as the Auburn Multimodal Transit Facility located at 25 A Street SW, in Auburn, Washington; and WHEREAS, the parties agree that the parking space allocation and costs as set forth in the lease dated June 26, 2002, should be reassigned so that Sound Transit has more parking spaces and more responsibility for associated maintenance and costs. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows: Section 1. The Mayor of the City of Auburn and the Auburn City Clerk are hereby authorized to execute an amendment to the lease between the City of Auburn and Central Puget Sound Regional Transit Authority dated June 26, 2002, which amendment shall be in substantial conformity with the First Amendment to Lease attached hereto, marked as Exhibit "A" and incorporated herein by this reference. Resolution No. 4292 January 2, 2008 Page 1 of 2 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 '~~ day of January, 2008. CI Y 9~FAU~~N:-'' .~, , ~ __ PE1~ER B. LEWIS MAYOR ATTEST: ;:~/,` ;~ D elle E. Daskam, City Clerk F el B. H~-~, City Atto Resolution No. 4292 January 2, 2008 Page 2 of 2 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (the "Amendment") is made as of this ls` day of January 2008, between CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY, a regional transit authority organized under the laws of the State of Washington ("Sound Transit") as Landlord, and the CITY OF AUBURN, a Washington municipal corporation ("City") as Tenant. Sound Transit and City entered into that certain Lease dated June 26, 2002 for the Leased Premises as defined in Section 1.5 of the Lease at the property known as the Auburn Multimodal Transit Facility located at 25 "A" Street SW in Auburn, Washington (the Lease"). For the purpose of this Amendment, all terms defined in the Lease have the same meaning in this Amendment. RECITALS A. The Leased Premises includes City's Parking Spaces, which as defined in Section 1.1 (b) of the Lease means the 180 parking spaces that are outlined on the drawings of the ground through the sixth floor of the Parking Garage and attached to the Lease as Exhibit 1.1 (b). B. Pursuant to Section 3.2 of the Lease, City reimburses Sound Transit for 40% of costs of operating the Parking Garage allocable to Sound Transit's Operating Hours. C. To reduce its operating expenses, the City desires to reduce the number of City's Parking Spaces to 95 parking spaces and desires to return 85 parking spaces to Sound Transit. D. City further desires to have the right to lease back 85 parking spaces from Sound Transit after December 31, 2012 under the terms of this Amendment. E. Sound Transit is willing to take back the 85 parking spaces effective January 15`, 2008. F. Sound Transit and City desire to amend the Lease to memorialize the terms of their agreement. NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, Sound Transit and City hereby agree as follows: 1. Recitals. The Recitals set forth above are incorporated by this reference to the extent that they are consistent with the provisions herein below. 2. City's Parking Spaces. Section 1.1 (b) is hereby amended by the addition of the following paragraph at the end of the Subsection: "For the period beginning January 1, 2008 and ending December 315L, 2012, "City's Parking Spaces" means the 95 parking spaces that are outlined on the drawings of the Parking Garage that are attached hereto as Exhibit 1.1 (b)(2). In the event City requires parking spaces in excess of said 95 spaces, City shall notify Sound Transit in writing sixty (60) days in advance of the date such spaces are required and state the number of additional spaces (up to a maximum of 85 spaces) that the City requires. Sound Transit will review City's request taking into consideration Sound Transit's transit related parking requirements and shall provide a written response to City within thirty (30) days of receipt of City's notice. City and Sound Transit agree to negotiate in good faith during the sixty-day notice period to accommodate each of their respective parking requirements. If Sound Transit can accommodate City's request, the parties will execute an amendment to the Lease specifying the revised number of City's Parking Spaces and the adjusted amount for operating expenses." 3. Parking Gara eg_Operations. Subsection 3.2 (b), Cost of Operations, is amended by the addition of the following paragraph at the end of the Subsection: "For the period beginning January 1, 2008 and ending December 31S`, 2012, City shall pay to Sound Transit operating expenses in the amount of $550.00 per parking space per year ("Parking Space Rate") multiplied by the number of City's Parking Spaces set forth in Section 1.1 (b) of the Lease, as amended by Section 2 of this Amendment. For purposes of this Amendment, payment in the amount of $4,354.16 per month is due in advance on or before the first day of each month. The Parking Space Rate is subject to adjustment at the end of this five (5) year period based on actual operating expenses paid by Sound Transit." 4. Exhibit 1.1 (b). Exhibit 1.1 (b) is hereby deleted in its entirety and replaced with Exhibit 1.1 (b) (2) attached hereto. Except as amended herein, all other articles, terms, and conditions of said Lease are unchanged and remain in effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first above written. SOUND TRANSIT: CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY By: es G ei Its: ecuti a erector CITY: r'_~ ° CITY OF A U~j ~~ ,. Its: ~ t~ Approved as to Form: f"'' ~~. Sound Transit Legal ounsel •.~ STATE OF WASHINGTON ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Agnes Govern is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the Executive Director of CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY to be the free and voluntary act and deed of such party for the uses and purposes mentioned in the instrument. Dated: ~ - '9 - ~ ```ee~\\~i~llllli ~ ,\\\\\\\\• C r!, _ , '-•• r ~ ~ ~ r ;~ - m~ ' ~ ~~ y/~~~,,rrt9'~'9 1~ ,~~~? m STATE OF WASHI~'~"I~N ) )ss COUNTY OF KING ) Not ryPublic/ Da o ~n -, I~OsS [P 'nted Name] My appointment expires ~ ~ 3~1- ! d I certify that I know or have satisfactory evidence that l~' fc'r' ~ ~ ~-~<-'`~ ~ J is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the i tru~ent and acknowledged it as the _~/ vi ~/ of y, , ~ .~ SCE i to be the free and voluntary act and d ed of such party for the uses and purposes mentioned in the instrument. j Dated: ~`~~- ~ ~ ~,1 ~'c? ~ /' ~ ~~ ~~-~-~ ~` ~~\.\\\\\\\\\~~~rr NOta Public ;, =,~~PNIELLF~,'rn ~G~n.,r/~- ~- ~c~'S;E'<iG~..., - ~-~~,h"•~~~1q~~~~'~ '~. [Printed Name] _ _~ ; =~ -y -~~ Rio ~=~,~ Fy';, 7, ~VIy appointment expires /Ct ' ~ ~ '~'%~/ scn. ~, .,, . ~~r~l~l\l\\\\\\~~ EXHIBIT 1.1 (b)(2) 1 of 6 COMMERCIAL TENANT AREA r- l 1 ~ i t I. i I ~. ~_ ' a I ~ "phi ' ~~ ' ~ L____J l____J L__~~J L____J L___-J L____J L:~__J L....J L__-_J 1 GROUND FLOOR v~r-r-o~ City Spaces - 6 ~~ . AUBURN STATION PARKING GARAGE _J _~ 1 t _J i 1 .J . , _J _~ _~ EXHIBIT 1.1 (b)(2) 2 of 6 UP SFGOND FLOOR 1 - ,~2..,,~. City Spaces = 41 ~zo.~cr raRTu AUBURN STATION PARKING. GARAGE EXHIBIT 1.1 (b)(2) 3 of 6 lJP BRIDGE AT THIRD FLOOR THIRD FLOOR City Spaces = 41 ~~ ~TW AUBURN STATION PARKING GARAGE DN EXHIBIT 1.1 (b)(2) 4of6 FOUR7~-I FLOOR City Spaces = 0 ~~~.,~~~ PROJECT NORTH AUBURN STATION PARKING GARAGE EXHIBIT 1.1 (b)(2) 5 of 6 PROJECT NORTH 1 FIFTH FLOOR ir3z'-P-o' City Spaces = 0 AUBURN STATION PARKING GARAGE O !} 4 tl 4 ~~ EXHIBIT 1.1 (b)(2) 6of6 I e ~ ~ ----„ I I I ~ ---- ~ ___ J I I 1 I I I ~ 4 DN ~ 4~ SIXTH FLOOR City Spaces= 7 PROJECT NORTH .. AUBURN STATION PARKING GARAGE a ~~~~I~a~~IIII SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (the "Amendment") is made as of this 30t" day of December 2010, between CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY, a regional. transit authority organized under the laws of the State of Washington ("Sound Transit") as Landlord, and the CITY OF AUBURN, a Washington municipal corporation ("City") as Tenant. Sound Transit and City entered into that certain. Lease dated June 26, 2002 for the Leased Premises as defined in Section 1.5 of the Lease at the property known as the Auburn Multimodal Transit Facility located at 25 "A' Street SW in Auburn, Washington. The Lease was amended by the First Amendment to Lease dated January 1, 2008 which reduced the number of the City's parking spaces from 180 to 95, reduced the City's operating expenses proportionately, and returned 85 parking spaces to Sound Transit for commuter parking. The Lease and the First Amendment to Lease are hereinafter referred to as the "Lease". For the purpose of this Amendment, all terms defined in the Lease have the same meaning in this Amendment. RECITALS A. The Leased Premises includes City's Parking Spaces, which as defined in Section 1.1 (b) of the Lease means the 180 parking spaces that are outlined on the drawings of the ground through the sixth floor of the Parking Garage and attached to the Lease as Exhibit 1.1 (b). B. Section 3.2 of the Lease provides for reimbursement by the City for a portion of the costs of operating the Parking Garage. C. City desires to reduce the number of City's Parking Spaces to 42 parking spaces and return 138 parking spaces to Sound Transit in exchange for a cash contribution of One Million Three Hundred Twenty Nine thousand Seven Hundred and Thirteen and 29/100 Dollars ($1,329,713.29) and a reduction in its share of operating costs. D. Sound Transit is willing to take back the 138 parking spaces effective January 1, 2011 and reduce the City's share of the operating expenses for the City's remaining 42 parking spaces. E. Sound Transit and City desire to amend the Lease to memorialize the terms of their agreement. NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, Sound Transit and City hereby agree as follows: 1. Recitals. The Recitals set forth above are incorporated by this reference. 2. City's Parking Spaces. Section 1.1 (b) is hereby deleted in its entirety and replaced with the following: "City's Parking Spaces" means the 42 parking spaces that are outlined on the drawings of the ground floor and second floor of the Parking Garage that are attached hereto as Exhibit 1.1 (b)(2). Page 1 of 7 3. Parking Garage Operations. Subsection 3.2 (b), Cost of Operations, is hereby deleted in its entirety and replaced with the following: (b) Oyeratin,g Costs. Sound Transit shall pay when due the costs of operating the Parking Garage, including but not limited to the costs of the measures, personnel, and contractors described in Section 3.2(a) and as further detailed in the amended Exhibit 3.2(b). City shall reimburse Sound Transit for its proportionate share of such costs based upon the proportion of the total Operating Costs, with such proportion being the ratio of the Parking Stalls leased by the City (42) divided by the total parking stalls in the Parking Garage (562), (i.e., 7.471/o), with such total costs to exclude, any extraordinary expenses associated with specific usage of specific parking stalls not leased by the City. Operating Costs shall exclude any costs associated with security, the correction of any defects in construction, workmanship or design of the Parking Stalls or Parking Garage, and shall also exclude any costs associated with repair or reconstruction after any casualty ("Excluded Costs"). City shall make such payment within sixty (60) days after receipt of Sound Transit's invoice therefore, which shall be accompanied by a statement in reasonable detail of the amount and purpose of each of the various items of costs, copies, of any underlying billings from third parties and other reasonable evidence of the amount, purpose, and allocation between Sound Transit and city of the various items of cost. Sound Transit shall render such invoices regularly and, in any case, not less frequently than once each three months. City shall have the right upon reasonable notice to inspect and copy Sound Transit's books and records concerning operation of the Parking Garage and, if applicable, the books and records of any third party contractor engaged by Sound Transit to provide goods or services in connection with operation of the Parking Garage and City's Parking Spaces. 4. Exhibits 1.1(b) and 1.1(b)(2). Exhibits 1.1(b) and 1.1(b)(2) are hereby deleted in their entirety and replaced with Exhibit 1.1 (b)(3) attached hereto. 5. Exhibit 3.2 is hereby deleted in its entirety and replaced with Exhibit 3.2 (b) attached hereto. 6. City shall remove all of City's existing signage for the 138 parking spaces as of January 1, 2011. 7. This Amendment shall be void in the event Sound Transit does not receive grant funds in the amount of one million three hundred twenty nine thousand seven hundred and thirteen and 29/100 dollars ($1,329,713.29) by June 30, 2011. In such event, Sound Transit shall notify City in writing that this Amendment is void and that the First Amendment to Lease is still in effect. Except as amended herein, all other articles, terms, and conditions of said Lease are unchanged and remain in effect. Page 2 of 7 IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first above written. SOUND TRANSIT: CITY: CENTRAL PUGET SOUND CITY OF A N~ I,ONAL TRANSIT AUTHORITY By: Celia upe mith Its: Deputy Chief Executive Officer By: pejv~-'~' Its: I ' 1 '1 e V- Approved as to Form : Soun nsit LelI Counsel Li Page 3 of 7 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Celia Kupersmith is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the Deputy Chief Executive Officer of CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY to be the free and voluntary act and deed of such party for the uses and purposes mentioned in the instrument j Dated Nota Pu i'js~ , f-~c;• ~ to~~, r,. [Printed Name) My appointment expires STATE OF WASHINGTON ) )ss COUNTY OF KING ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and. said person acknowledged that he signed this instrument, on oath stated that he was authorized t xecute the s meat and acknowledged it as the r(Yl cad V- of C" to a the free and voluntary act and decd of such party for the uses and purposes mentioned in the instrument. Dated: bw « ~Zt Not~y Pub • f,, ( I R is, [Fria Name] My appointment expires Q ® t z 01 A,,~L fp. i ~YA6~019 . Page 4 of 7 Exhibit 1.1(b)(3) to Second Amendment to Lease dated Commercial Tenant Area and City's Parking Spaces 1 of 2 COMMMAL 'TENANT AREA & b► b► b► b. b. r t CnT% PAFWN4 SPACES 1 i 1 t- 1 Z 3 N S 6 ELWMCAL ( VAULT ROOM -I! Ia a q { 1 l C* i 11 1C* 1 1t COrtt"tMAL TENANT AREA 1 i 'Mom 11 11 11 !1 rl 11 tl 1 GROUND Fl-OOR AUBURN STATION PARKING GARAGE Page 5 of 7 Exhibit 1.1 (b)(3) to Second Amendment to Lease dated Commercial Tenant Area and City's Parking Spaces 2of2 • dtID~[ AT ' lNIRD fLOt7R IV r-1 I t C) V 4 p UP DN r• •t1 40 .!4 3a J-1 3G 31s 34 3~ Sol, 3► Cil..v, J Palk1:19 o b • y, Z1 x'1 u. a5 zy ZS z► Z~ ~1 Of K iS t SECOND FLOOR nfmacT - K7RM - AUBURN STATION PARKING GARAGE Page 6 of 7 Exhibit 3.2 (b) Parking Garage Operating Costs Cateizories of Billable Costs The following are categories of costs that will or maybe incurred that would be covered or shared by the parties as agreed to (though costs` are not limited to these categories). 1. Utilities a. Gas b. Electric C. Water d. Sewer C. Storm Sewer f. Refuse g. Supplies: h. Telecommunications 2. Repairs/Maintenance a. Janitorial (sweeping, cleaning, trash removal) b. Garage sweeper c. Landscape maintenance d. Surveillance system e. I4VAC f. Electrical g. Plumbing h. Elevator 1) 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. Signage 1) Maintenance 2) Repair 3) Replacement as required 3. Mid-Life Costs a. Painting j b. Damage from Natural Disasters C. Items with expiredwarrantics 4. Parking Management 5. Insurance 6. Vandalism a. Cleaning b. Repair C. Replacement Page 7 of 7 LICENSE THIS LICENSE is made this /0 ay of June 2011 between the CENTRAL PUGET SOUND REGIONAL. TRANSIT AUTHORITY, a regional transit authority formed under the laws of the State of Washington, ("Sound Transit"), and the City of Auburn, a Washington municipal corporation with its principal office at 25 West Main Street, Auburn, WA 98001- 4998 (the "City"). A.. Sound Transit owns the property known as the Auburn Multimodal Transit Facility located at 25 "A" Street SW in Auburn, Washington, and more commonly known as Auburn Station (the "Property"). B. Sound Transit and the City entered into that certain Lease dated June 26, 2002 for a portion of the Property identified as the Leased Premises as defined in Section 1.5 of the Lease. C. Section 2.5 (d) of the Lease (the full text of which is set forth on Exhibit B) allows the City to request the right to use all or a portion of the Plaza as defined in the Lease, for itself or third persons for special events,. including street fairs. D. The City desires to hold a public market in the two Plaza areas, the Kiss and Ride Spaces, and the driveway between the two Plaza areas that is used by King County Metro to provide scheduled . bus service to transit riders (the "Bus Loop") of the Property and has requested use of these areas for this ongoing weekly special event. E. The City's use of the Bus Loop and Kiss and Ride Spaces requires the vacation of the Bus Loop and the bus 'stop used by special needs transportation services vehicles (paratransit services) (the "Bus Stop"). on the Sundays scheduled.for the 2011 farmers market and rerouting of the buses and paratransit vehicles. F. The City will provide an alternate bus route on "A" Street during the farmers market (the "Temporary Bus Stop"). G. Sound Transit has received approval from King County Metro and the Sound Transit Board to vacate the Bus Loop and the Bus Stop (collectively the "Bus Facilities"), and agrees to allow the use of the Plaza areas; the Bus Facilities, and Kiss and Ride Spaces. by City in accordance with the terms and conditions contained in the License. Now, therefore, in consideration of the covenants and promises contained in the License, and other valuable consideration, the parties agree as follows: 1. License. In consideration of good and valuable consideration, the sufficiency of which is hereby acknowledged, Sound Transit hereby permits City, at City's sole risk, cost and expense, to conduct a farmers market in the Plaza areas, the Bus Facilities, -and Kiss and. Ride Spaces hereinafter referred to as the "Farmers Market" and that any permit fees charged for vendor space shall not be considered "revenue" as set forth in Exhibit B during the 2011 Season:-Any revenue consideration for subsequent Seasons Farmer's Market License 06061 Ldoc 1 Please Initial 1 will, be evaluated upon the City's request to extend,-the License. The Plaza areas, the Bus Facilities, and Kiss and Ride Spaces together comprise the license area which is depicted on Exhibit A (the "License Area"). 2. Use of License Area. The City may use the License Area to install, access, operate, maintain, repair, replace and remove the Farmers Market for so long as this License remains in effect. The City agrees that its use of the License Area shall not interfere with the normal operations of the Property as a transit center except as specifically provided herein and. train station, or. with any electrically 'controlled railroad signals, telephone,, or other, circuits of railroad, and of any telephone or other company or person operating circuits on the Property or, along the tracks. 3. Term . and Hours of Operation. The City may. operate the Farmers Market in the License Area, weekly on sixteen consecutive Sundays. beginning on the second Sunday of June and ending on the last Sunday of September (the, "Season") during the term of this License. The Hours of Operation for each. Sunday shall be from 7:30 AM to 3:30 PM. This eight-hour time frame includes time for, set-up and take-down. The term of this License shall commence on June 12, 2011. The City shall have the option of extending the term each year for successive- Seasons upon providing written notice to Sound Transit at least ninety (90) days in advance of the beginning of each successive Season. The City acknowledges that King County Metro will vacate the Bus Facilities on a trial basis and will evaluate the impacts to its scheduled service. 4. Conditions of Use. a. The City, at its expense, shall: (1) Provide and install any necessary NO PARKING signage on "A" Street (eastside of the 'Parking Garage) to. prevent .vehicle parking and keep the street clear to accommodate the rerouted bus anti paratransit traffic. (2) Provide and install temporary signage at the Bus. Facilities to direct commuters and passengers to the Temporary Bus Stop. (3) Provide a designated person to stand at the vacated Bus Facilities during all of the normally 'scheduled bus and paratransit route hours and direct commuters and passengers to the Temporary Bus Stop. b. The City shall have any vehicles parked on A Street or the Temporary Bus Stop towed to keep the street cleared for the Temporary Bus Stop. C. The City shall direct Farmers Market customers to park only in the City's designated parking stalls in the Parking Garage and. shall direct all overflow parking to other City owned` ,parking facilities during Sound Transit's special events to ensure that Sound Transit's commuters and passengers have adequate parking available. Sound Transit's schedule of special events is listed below: Fanner 's Market License 060611.doc 2 Please Initial June 19, 2011 Mariners vs Philadelphia June 26, 2011 Sounders FC vs New England July 3, 2011 Mariners vs San Diego July 17, 2011 Mariners vs Texas July 31, 2011 Mariners vs Tampa Bay August 14, 2011 Mariners vs Boston August 28, 2011 Mariners vs Chicago September 11, 2011 Mariners vs Kansas City September 18, 2011 Mariners vs Texas September 25, 2011 Seahawks vs Arizona d. The City will permit Sound Transit and Metro to provide outreach to the public at the Farmers Market on Sunday, June 19, 201 L-- e. The City shall install an approved barrier at the west end of the License Area barring access to the railroad tracks. f. The City shall have the use of the restrooms located in the elevator lobby of the parking garage. The City, at its sole cost and expense, shall be responsible for stocking the restrooms with supplies and for providing janitorial service for the restrooms during the Hours of Operation of the Farmers Market. Additionally, the City shall provide an attendant at the restrooms to oversee their use and operation. The City will coordinate with Sound Transit Facilities and Security to gain access to the restrooms to obtain dispenser keys. g. The City shall have complimentary access to Sound Transit's designated water supply and available electrical outlets during the Hours of Operation of the Farmers Market. The City shall be responsible for reasonable use of these utilities and shall ensure they are properly shut off at the end of the Hours of Operation. h. The City and Sound Transit agree to meet prior to the opening of the Farmers Market to review safety plans. i. The City agrees to make available to Sound Transit or King Country Metro a location within the License Area where they can install a complimentary booth/stall for promotional purposes. j. The City shall be responsible for enforcing its noise and nuisance codes in the License Area. k. Open fires and lighted candles are not permitted in the License Area or at the Property. 1. The City shall be responsible for clean-up and removal of any debris and trash from the License Area resulting from the City's use of the License Area for the Farmers Market purposes. Farmer's Market License 060611.doc 3 Please Initial in. The City must comply with all federal, state and local laws; and all Sound Transit rules and regulations. n. Sound Transit's authorized representatives shall have free access to the License Area at all times. 5. Construction and Installation of the Farmers Market. The Farmers Market shall be constructed and installed in accordance with drawings approved by Sound Transit and with all laws, rules, regulations, ordinances, and requirements of governmental agencies, offices and boards having jurisdiction. At the conclusion of each Season and this License, the City shall promptly restore the License Area to as good or better condition as existed prior to the commencement of construction and installation. 6. Permits and Licenses. The City, at its expense, shall be solely responsible for securing any and all required franchises and licenses for the Farmers Market. 7. Entry by City. The City may access the License Area provided that such access does not interfere with or' delay the operation of the transit center. and 'train station, or the Property in any manner. Any-access required outside of the scheduled Term and Hours of Operation set forth in Section 3 `shall be coordinated with Sound Transit's Property Management Assistant Manager by telephoning 206.398.5355 or 206.999.3122 forty- eight (hours) prior to accessing the License Area. 8. Revocation. Either party may revoke this License at any time by giving the other party thirty (30). days, advance written notice. 9. Safety. The City shall install maintain, operate, and repair the Farmers Market in a manner that the City's and the Farmers Market's presence in the License Area shall not at any time be a source of peril or danger to users of the Property. 10. Maintenance and Removal. The City shall; after any installation, construction, maintenance, repair, relocation,, or removal of the Farmers Market, promptly restore the License -Area to as good or better condition as existed prior to the commencement of such work. 11. Indemnification. The City agrees -to defend, indemnify. and hold harmless Sound Transit, its' officers, directors and employees from and against any and all claims, demands or causes of action and the resulting losses, costs, expenses, reasonable attorney fees, liabilities, damages, orders, judgments or decrees arising out of the acts, errors, or omissions of the City or its agents, independent contractors, or employees related to or in any way arising out of the installation, operation, maintenance, repair or removal of the City's -Facilities and/or from the City's' failure to obtain necessary property rights and or permission to install, operate, or maintain the Facilities. To the extent that RCW 4.24:115 applies. and such claims, suits, or actions result from concurrent negligence of the parties; the indemnity provisions provided herein shall be valid and enforceable only to the extent of the negligence of Licensee, its agents, Farner's Market License 06061 I.doc 4 Please Initial i subcontractors or employees; and provided further, that nothing herein shall require the Licensee to hold harmless or defend Sound Transit from any claims, demands, suits at law or equity, actions, penalties, losses, damages or costs arising from the sole negligence of Sound Transit. Licensee specifically assumes potential liability for any claim, demand, and/or cause.of action brought by, or on behalf of, any of its employees or agents against Sound Transit. `For this purpose; Licensee, by mutual negotiation, hereby waives, with respect to Sound Transit. only, any immunity that would otherwise be available to Licensee against such claims under the industrial insurance provisions of Title 51 RCW or any applicable industrial insurance, disability act or employee benefit act of any other jurisdiction that would be applicable in case of such "a claim. In addition to all other indemnities provided in this License, the City agrees to protect, defend, and indemnify and hold Sound Transit harmless for any suits, claims, damages, strict liabilities, and costs or liabilities associated with the presence, removal or remediation of any Hazardous Substance. (including petroleum and gasoline products) that are released onto or from the License Area, or otherwise come to be located on the License Area as a result of the City's use of the. License Area, including the construction, reconstruction, alteration, maintenance, operation, repair, removal or relocation of the City's Facilities, whether (1) made, commenced or incurred during the term of this License, or (2) made, commenced or incurred after the expiration or termination of this License if arising out of events' occurring during" the term of this License. "Hazardous substances'.' for purposes of this section include, but are not limited to, those substances included within the definition of "hazardous substances," "hazardous materials," "toxic substances," "hazardous wastes" or solid wastes in any federal, state or local'law, statute, ordinance, regulation, , order, or rule pertaining to health, industrial hygiene, environmental conditions or hazardous substances. ."Costs" shall include, but not be limited to, all response or remediation costs, disposal fees, investigation costs, monitoring costs, civil or criminal penalties, attorneys' fees, and other litigation costs incurred in connection with such response or remediation. 12. Insurance. The City warrants that it is self-insured for public liability, including bodily injury and property damage, through a self-insurance program sufficient to meet the City's indemnity obligations under Section 'l 1 herein and at a minimum for Two Million and no/100 Dollars ($2,000,000.00) per occurrence and agrees'to provide acceptable evidence of its self-insured status to Sound Transit. In the event the City, after commencement of this Agreement elects to terminate its self- insured status and secure commercial liability coverage, the City will promptly notify Sound Transit and provide a certificate of insurance from an,insurer licensed to conduct business in the State of Washington in the amounts and types specified below: The City shall at its expense procure and maintain throughout the term of the License, the following insurance policies: a. Commercial Liability insurance in amounts of not less than a combined single limit of $2,000,000 or in such other amounts as Sound Transit may from time to Farmer's Market License 06061 Ldoc 5 Please Initia S, time reasonably require, insuring the City;. Sound Transit, Sound Transit's agents and their respective affiliates against all liability.for injury to or death of a person or persons or damage 'to property" arising from the use and occupancy of the License Area; b. Commercial Liability insurance described in (a) above, shall include coverage for Bodily Injury and Property, Damage Liability, Personal Injury liability and containing endorsements covering Contractual' Liability, Railroad Exclusion Deleted to include coverage for work in or around railroads, Fire Legal Liability and Stop-Gap coverage endorsements sufficient to cover the City's indemnity obligations hereunder; C. Automobile Liability insurance in amounts of not less than a combined single limit of $1,000;000 covering the City's owned, non-owned, leased or rented vehicles; d. All-risk Property insurance covering the full value of the City's property and improvements (including all initial improvements), and other property (including property of others), in the License Area; e. Workers' Compensation and Employers' Liability in accordance with the provisions of Title 51 of the Revised Code of Washington and covering the City's employee's industrial accidents and injuries f. Unless approved by Sound. Transit in advance and in writing, the insurance coverages required by this section shall not be subject to. any deductible or self- insured retentions of liability greater than, Twenty-five Thousand Dollars ($25,000) per occurrence. The,.payment of any such deductible or self-insured retention of -liability amounts remains the sole responsibility of City. g. Prior to taking. occupancy, , the City 'shall furnish Sound Transit with a Certificate(s) of Insurance, executed by a duly authorized representative of each insurer, or other acceptable, evidence, of insurance showing compliance with the insurance requirements set forth above and naming Sound Transit as an additional insured. 13. Liens. The City shall pay for all materials and labor used on the Property and shall not allow any liens to attach to the Property. 14. Attorneys' Fees. In the event -that either party commences litigation or arbitration proceedings against the other party relating to the'performance or alleged breach of this License, the prevailing _party, shall be entitled to all costs, including reasonable attorneys' fees incurred, relating to such litigation, including those incurred in the event of any appeal. 15. Jurisdiction and Venue. Any litigation filed by either party arising of or relating to this License shall be filed in King County Superior Court except as to matters which are exclusively within the jurisdiction of the Federal Court,and as to such matters venue Please Initial 6 Farmer's Market License 06061 Ldoc shall be in the Western District of the United States District Court at Seattle, Washington. 16. Notices. Unless expressly otherwise agreed between the parties every notice or response required by this License to be served upon Sound Transit or the City shall be in writing and shall be deemed to have been duly given to the required party: (a) five (5) business days after being posted in a properly sealed and correctly addressed envelope when hand delivered or sent by mail, postage prepaid, or (b) upon receipt when sent by overnight delivery through a nationally recognized courier service which provides a receipt of delivery, or (c) upon receipt when hand delivered. The notices or responses to Sound Transit shall be addressed as follows: Sound Transit Union Station 401 S. Jackson Street Seattle, WA 98104 Attn: Property Manager The notices or responses to the City shall be addressed as follows: City of Auburn 25 West Main Street Auburn, WA 98001 Attn: Parks, Arts and Recreation Director Sound Transit and the City may designate such other addresses from time to time by giving written notice to the other but notice cannot be required to more than one address. 17. Miscellaneous. The headings and sections and paragraphs of this License are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation of construction or the provisions of such sections or paragraphs. This License contains the entire agreement between the parties and, in executing it, Sound Transit and the City do not rely upon any statement, promise, or representation, whether oral or written, not expressed herein. 18. Assignment. This License and the rights, duties and obligations given hereunder may not be assigned, transferred, or otherwise conveyed by the City, without the prior written consent of Sound Transit. Farmer's Market License 06061 I.doc 7 Please Initial IN WITNESS WHEREOF the parties hereto have signed this License as of the day and year first above written. SOUND TRANSIT: CITY: CENTRAL, PUGET SOUND REGIONAL CITY OF AUBURN T NSIT AUTHORITY at" a Signature itle Title 9~ 2011 101dIll JUN Date Date Attest: Attest: Sign ure. Signature Name/Title Name/Title Approved as to form: Approved as to Form: APPROVAL ON 'FILE / Signature ' nature. Name ame Sound Transit Legal Counsel Auburn City Attorney Farmer's Market License 06061 Ldoc 8 EXHIBIT A THE LICENSE AREA .e~s~p.rys.O~.p u. n. Y'.6~qu.mrs awae~Wo+~aq-~'r wv+' ^ri~lat~~fa'ptaw4+~~- I111 Stfel ic:hcing EM Mesh fencing~°°~-~--q.-a.. Vendor booth I 1 Food booth AIFM booth r----- ~i . - . 11111 Bike lockers l~IlaFl ~ , I IIlII ~ IfY~~Yl~llhl1711111 • r~ 1- E ® C y y` O mosaurat n i • Area s r Ta¢lcs;~ r tiles Tables r • ' 441 P41 43 4 ~ r F 4+ F `-Jl= o 1w U. 40 5 0 I gig Auburn Int'I Farmers arWet 201 I bite P an ~orsllJdlt Farmer's Market License 06061 l.doc 9 Please Initial EXHIBIT B 2.5 (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" include but are not limited to street fairs. City shall give Sound Transit not less than thirty (30) days prior written notice of each special event proposed to be held in the Plaza. If Sound Transit determines the special event is inconsistent with its policies or would unreasonably interfere with Sound Transit's use of the Station for public transit purposes, Sound Transit shall so notify City not later than seven (7) days after receipt of City's request. At its expense, City shall provide, perform or cause to be performed all security, maintenance, set up, take-down, appropriate cleaning and refuse pickup and all other services required or desired by City and those reasonably required by Sound Transit for each special event, both during the special event and promptly after the end of each special event authorized under this Section 2.5(d). Any damage to the Plaza suffered during such special event shall be repaired by City at its expense unless (i) caused by Sound Transit or its customers, contractors, invitees or licensees in which case Sound Transit shall repair such damage at its expense or (ii) caused by an occurrence that is unrelated to the special event. If City derives any revenue from a special event 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 (50%) of such excess in exchange for City's use of the Plaza for such special event. For such purposes, City's "revenue" means those charges collected by City from third parties in exchange for use of the Plaza or part thereof during the special event and does not include derivative benefits such as tax revenues and City's "costs" includes overhead such as but not limited to the salaries, wages and benefits paid to City's employees reasonably allocable to the amount of time spent by them in connection with the special event. On Sound Transit's request, City shall permit Sound Transit to inspect and copy City's books and records related to a special event. Farmer's Market License 06061 Ldoc 10 Please I t'