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:
;:~/,`
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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:
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CITY OF A U~j
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Approved as to Form:
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Sound Transit Legal ounsel
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STATE OF WASHINGTON )
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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 - ~
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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
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to be the free and voluntary act and d ed of such party for the uses and purposes mentioned in
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EXHIBIT 1.1 (b)(2)
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AUBURN STATION PARKING GARAGE
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AUBURN STATION PARKING. GARAGE
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AUBURN STATION PARKING GARAGE
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AUBURN STATION PARKING GARAGE
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AUBURN STATION PARKING GARAGE
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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
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is, [Fria Name]
My appointment expires Q ® t z
01 A,,~L
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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
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'TENANT AREA
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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
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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
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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
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I111 Stfel ic:hcing EM
Mesh fencing~°°~-~--q.-a..
Vendor booth I 1
Food booth
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11111 Bike lockers
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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.
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