HomeMy WebLinkAboutGambini - Auburn Station Sublease Auburn Station Sublease
Ttus Sublease("Sublease")is entered into this �'J�.,�„{� �`/�'J ,�1� ,between Harold Gambini
("Sublessor")and The City of Auburn(A Municipal Corporation in the State of Washington)("Tenant")
RECITALS
A. By that certain Sublease dated June 26, 2002, Tenant, leased from Central Puget Sound Regional Transit
Authority,regional transit authority organized and existing under Chapters 81.104 and 81.1 13.Revised Code
of Washington("Sound Transit"),certain property located in the City of Auburn.A copy of such Sublease is
attached hereto as Exhibit E. Such Sublease, including any amendments hereafter made thereto be Sublessor
and Sound Transit is herein called the"Master Sublease."
B. By that certain Sublease dates September 7, 2007, Herold Gambini entered into a sublease with the City of
Auburn for the Commercial Tenant Area as defined in the"Ma.ster Sublease" along with 42 parking spaces
in the in Parking Garage.
C. Tenant desires to sublease from Sublessor, and Sublessor is willing to sublease to Tenant a portion of the
property leased by Sublessor under the 2007 Sublease on the terms and conditions set forth in this Sublease.
D. Accordingly, Sublessor and Tenant agree as follows:
SUBLEASE
1. SUMMARY OF SOME PROVISIONS. The following is a Suminary of some of the provisions of this
Sublease. If there is any conflict between the information in this paragraph and any other provisions of this
Sublease,the other provision controls.
1.1 Sublessor. The"Sublessor"is Harold Gambini
1.2 Tenant. The"Tenant"is The City of Auburn, A Municipal Corporation in the State of Washington
1.3 Leased Premises.The subleased premises("Premises") is that part of the interior space of the ground
floor of the"Parking garage"at the Auburn Transit Station which part is outlined on the floor plan
attached hereto as Exhibit A. The Parking Garage is located on the land legally described in Exhibit B
attached hereto and the locations of the Parking Garage is outlines on the site plan of the Auburn
Transit Station attached liereto as Ezhibit G The Premises is commonly lrnown as 110 2"d Street SE,
Suite 145, Auburn,Washington. The Premises includes all windows and other glass in the exterior
walls of the Parking Garage,with in the area outlined on the E�chibit A, floor plan,and all doors leading
into and out of the Premises.The Premises does not include(a)the exterior walls of the Parking
Garage, (b)the area beneath the upper surface of the concrete slab floor, (c)the area above the lower
surface of the suspended ceiling, (d)the area beneath the surface of the interior perimeter walls of the
Premises, (e)all pipes and duets, conduits,wires, fixtures;and equipment located above the suspended
ceiling of, or in structural elements of,the Parking Garage,or(fj an area within a closet or other
enelosure around electrical,mechanical or plumbing systems of the Parking Garage,even thongh such
, closet or other enclosure may not be excluded so shown on the Exhibit A floor plan.
1:3.1 Exclusive and Non-Exclusive Use of Commercial Tenant Parking Spaces.As part of the Leased
Premises sublessor shall include five(5)parking spaces, space numbers 24,25,26,27& 28 located on
the second floor of the parking garage, inside of the Commercial Tenant Parking area for the full and
exclusive use by the tenant,tenant's guests, assignees or assignees guests.Tenant shall have the full
right and authority to assign and allow use of tenants exclusive use parking spaces without knowledge
and consent of the Sublessor.Tenant and any of its assignees or guests shall further have the right of
non-exclusive use of any of the remaining parking spaces,not withheld for exclusive use by another
tenant of Sublessor's located within the Coinmercial Tenant Parking area.The Commercial Tenant
Parking area is depicted and attached hereto as Exhibit F.
1.4 Plaza Tenant Area. The premises(CHECK ONE)
Does
X Does not
Include all or any part of the Plaza Tenant Area. If the Premises do include all or any part of the Plaza
Tenant Area,then the part of the Plaza Tenant Area that is part of the premises is outlined and labeled
"Tenant's Plaza Area"on the Exhibit C site plan the Plaza Tenant Area Rider is attached hereto as a
part of the Sublease.
1.5 Commencement Date.The Term of the Sublease shall commence on April 1,2017.
1.6 ExpiraHon Date. Subject to earlier termination as elsewhere provided in the Sublease,the Term of this
Sublease shall expire at midnight on March 31,2018,or such earlier or later date as provided in.
paragraph 4 ("Terxn").
1.7 Right to Extend.Tenant(CHECK ONE)
Does
X Does not
1.8 Base Monthly Rent.The base monthly rent("Base Monthly RenY')is$1,925.00.
1.9 Prepaid Rent.Upon execution of this Sublease,Tenant shall pay to the sublessor the sum of Twenty
Six Thousand, Six Hundred Sixty Three Dollars 00/100 ($26,663.00)Which shall constitute the base
monthly rent and the estimated CAM charges for the entire 12 month term.
1.10 Late Charge.The late charge is five percent(5%)of each Late Payment due from Tenant to
Sublessor.
1.11 Security Deposit. N/A
1.12 Permitted Use.The Premises shall be used for a business incubator.
1.13 Sublessor's Notice Address. Subject to change as provided Paragraph 32."Sublessor's Notice
Address"is Harold Gambini PO Box 3044, Renton WA 98059
1.14 Tenant's Notice Address."Tenant's Notice Address is, subject to change as Provided in Paragraph
32,the Tenant's Notice Address is: 25 W Main Street;Auburn,WA 98001.
1.15'Tenant's Pro-rata Share."Tenant's Pro-rata Share"is 11:53%
1.16 Adjustments to Base Monthly Rent and Tenant's Share.The base Monthly Rent provided'in
Paragraph 1.8 is calculated at$250.00 per month for the exclusive use of the fiye(5)parking spaces
described in section 1.3.1 and roughly$12.92 per year for each rentable square foot of space depicted
in Exhibit A attached,which rentable square foot is determined according to the standards last
published by the Building Owners and Managers Association("BOMA")which this Sublease is made
Tenant's Pro-rata Share is calculated as the percentage,which is the same percentage of the rentable
square feet in the Premises bears to the rentable square feet of the Commercial Tenant Area. For these
purposes, Sublessor and Tenant agree that,at Commence.ment of the term,the Preinises has+/_1,555
rentable square feet and the Commercial Tenant Area has 13,490 rentable square feet. Sublessor may
recalculate the Tenant's Pro-rata Share from time to time during the Term if there is a change in
configuration of the Promises or any other space in the Commercial Tenant Area.If Sublessor
recalculated the Base Monthly Rent and Tenant's Pro-rata Share, Sublessor shall give Tenant written
notice of the new calculations and of the new amounts of the Base Monthly Rent and Tenant's Pro-rata
Share. The recalculated Base Monthly Rent and Tenant's Pro-rata Share shall become effective
beginning on the first day of the first ealendar month during the Term that occurs at least fifteen days
after Sublessor's notice is given.
2. DEFINITIONS.Wherever used in this Leased the following terms in quotation m.arks have the meanings
specified below.
2.1 "Additional Rent" is defined in paragraph 7.
2.2 "Base Monthly Rent" is defined in paragraphs 1.8 and 7.
2.3 "Commercial Tenant Area" is that part of the interior space of the ground floor of the Parking Garage
that is outlined and labeled"Coinmercial Tenant Area" on the Exhibit A floor plan.
2.4 "Common Areas"means those portions, areas and facilities of the Commercial Tenant Area and those
portions of the parking garage common areas as defined in Section 1.1(d)of the Master Sublease that
Sublessor, from time to time and acting in Sublessor's discretion,makes available for the general,non-
exclusive use,convenienee or enjoyment of Tenant and the other tenants of the Commercial Tenant
Area that are not leased or held for the exclusive use of a particular tenant. Common Areas may,but do
not neeessarily include,hallways,corridors, docks, loading areas,restrooms, and trash facilities.
Common Areas may also include landscaping, if any, installed and/or maintained by Sublessor in or
about the Commercial Tenant Area and the Plaza(including within"landscaping"plantings in planter
boxes).
2.5 "Late Payment" is defined in paragraph 5.
2.6 "Law" means any and all applicable(i)common law, (ii) federal, state,municipal(including that of the
City of Auburn in its goveinmental capacity)or other local law. statute. ordinance, code,regulation, and
rule, and(iii)decrees and orders of any court, govemmental unit,or governmental agency with
jurisdiction(including the City of Auburn and any of its agencies in its or their governmental capacity).
2.7 "Maintain" and"maintenance",in the context of"maintaining" all or any part of the Premises,the
Parking Garage, the Commercial Tenant Area, and/or the Plaza or any part thereof includes service,
repair. and replacement.
2.8 "Operating Costs" is defined in paragraph 8.
2.9 "Master Sublease"is defined in Recital A.
2.10 "Parking Garage" is defined in paragraph 1.3 and includes the Premises
(except, if applicable,that part of the Premises that is all or part of the Plaza Tenant Area).
2.11 "Plaza" means those parts of the Auburn Transit Center that are outlined and labeled"Plaza" and
"Plaza Tenant Area" on the E�chibit C site plan.
2.12 "Plaza Tenant Area"means that part of the Plaza that is outlined and labeled"Plaza Tenant Area"on
the Exhibit C site plan.
2.13 "Premises" is defined in paragraph 1.3 and,if applicable,paragraph 1.4.
2.14 "Property"means the Commercial Tenant Area,the Plaza and the common areas,and includes the
Premises.
2.15 "Rent" is defined in paragraph 7.
2.16 "Sound Transit" is defined in(identified in)Recital A and except that such term also includes any
successor or assign of Sound Transit.
2.17 "Station" is the Aubum Transit Station that is depicted on the site plan attached hereto as Exhibit C and
includes the Parking Garage,the Property.
2.18 "Sublessor" is defined in the paragraph 1.1.
2.19"Sublessor's Notice Address" is definecl in paragraph 1.13.
2.20 "Tenant" is defined in the paragraph 1.2,:
2.21 "Tenant Alteration" is defined in paragraph 16.
2Z2 "Tenant Cable" is defined in paragraph 13.
2.23 "Tenant Improvements" is defined in paragraph 33.
2.24 "Tenant's Notice Address" is defi.ned in paragraph 1.14.
2.25 "Tenant's Pro-rata Share" is defined in paragraph 1.15.
2.26"Term" is defined in paragraph 4.
The list of definitions in this paragraph is not all-inclusive. Other terms are defined elsewhere in
this Sublease.
3. SUBLEASE. On the terms and conditions specified in this Sublease, Sublessor leases the Premises to Tenant
and Tenant leases the Premises from Sublessor.
4.TERM. Subj ect to(a)earlier termination as herein provided, (b)extension as herein provided, if applicable,
and(c)the other provisions of this paragraph,the term of this Sublease(the"Term") shall commence on fhe
date specified in paragraph 1.5 (the"Commencement Date")and end on the Expiration Date specified in
paragraph 1.6.
4.1 Possession To Make Tenant Improvements. If Tenant elects to make, and Sublessor consents to Tenant
making Tenant Improvements,Tenant may have possession of the Premises for the sole purpose of making
Teriant Improvements from the date Sublessor specifies by written notice to Tenant advising Te.nant that
the Premises are ready for such possession by Tenant,which date shall not be less than\days(thirty(30)
days if not completed with a different number)after this Sublease is mutually exeeuted and delivered. If
Sublessor's notice of readiness is not given within such time,then the Commencement Date shall be
delayed by a period equal to the delay in Sublessor's notice. Even if the Tenant Improvements are not
completed before such time,the Term shall nevertheless commence on the Cornmencement Date.The
terms and conditions of Tenant's possession of the Premises under this paragraph are all those specified in
this Sublease except that Tenant shall not be liable for any Rent during the period of such possession until
the Commencement Date.
4.2 Early Occupancy.Without Sublessor's prior written consent Tenant shall not occupy the Premises before
the Commencement Date for any purpose other than permitted according to paragraph 4.1.If Tenant does
occupy the Premises before the Commericement Date for any other purpose,then the Commencement
Daie shall be the date of occupancy but the expiration date shall not be changed.
4.3 Delay In Tender of Possession.If for any reason whatsoever Sublessor is unable to tender possession of
the Premises to Tenant by N/A (if paragraph 4.1 is applicable)or by the Commencement
Date(if paragraph 4.1 is not applicable),neither Sublessor nor its agents, employees or offieers shall be
liable for any damage or loss caused thereby,nor shall this Sublease thereby become void or voidable.
However,as Tenant's sole and exclusive right and remedy ori account thereof: (a)Tenant shall not be
liable for any Rent or other obligation under this Sublease until such time as Sublessor does tender
possession and the Commencement Date shall be extended; and(b)Tenant may terminate this Sublease
by not less than thirty days'prior written notice to Sublessor
unless Sublessor tenders possession before the end of such time. If this Sublease is ternunated under this
paragraph all prepaid rent and security deposits shall be refunded to Tenant, and neither Sublessor nor
Tenant shall have any further obligations to the other. If the Commencement Date is delayed under the
provisions of this paragraph,then the Expiration Date shall be extended so that the Tenant shall have a
full year(1)plus any additional time necessary so that the Term will end on the last day of a calendar
month.
5. LATE CHARGE. If any payment of money due from Tenant to Sublessor under this Sublease is not
received by Sublessor in full on or before ten days after the due date the entire payment shall be considered
late("Late Payment")and Tenant shall also pay to Sublessor;as part of the Rent,a late charge of 5 percent of
the full amount of each Late Fayment to compensate Sublessor for the additional administrative costs that will
be incurred by Sublessor on account of such Late Payment.Neither this provision for a late charge nor the
tender or payment of a late charge by Tenant shall impose any obligation on Sublessor to accept any payment
(including but not limited to a payment of Rent)that is not paid when due. Sublessor may condition its
acceptance of any Late Payment on concurrent payment of the applicable late charge. Sublessor's right to
require a late charge is in addition to and cumulative with all other rights and remedies Sublessor may have on
account of such late payment. "Late Payment" includes without limitation a payment that is not made at all.
6.SECURITY DEPOSIT. N/A
6.1 Generally,Tenant has paid the amount,if any, specified in paragraph 1.11 as the Security Deposit
which shall be security for Tenant's full and faithful performance when due of all Tenant's obligations
under this Sublease. Sublessor may commingle the Security Deposit\with Sublessor's other funds,no
trust relationship is created with respect to the Security Deposit, and no interest shall be paid or
accrued for Tenant's benefit on the Security Deposit. If Tenant fully and faithfully perforins during
the Term all of its obligations under this Sublease,then as an obligation surviving expiration or earlier
ternunation of the Term, Sublessor shall return to Tenant(or at Sublessor's option,to the last
assignee, if any,of Tenant's interest under this Sublease)the Security Deposit(or so much of it as has
not been applied by Sublessor), without interest,within a reasonable time after the expiration or
earlier termination of this Sublease; provided that Sublessor may hold back all or any porfion of the
Security Deposit until fmal deternunation and payment of Tenant's Share of Operating Costs. If
Sublessor transfers its interest under this Sublease,the Security Deposit will be transferred to the
transferee and,in such event,Tenant shall look solely to such transferee for proper application and/or
return of the Security Deposit.
6.2 Sublessor's Right To Apply.If Tenant fails to pay a.ny sum of money due to Sublessor from Tenant
under this Sublease within ten days after it is due or if Tenant fails to perform any of its other
obligations under this Sublease, Sublessor may,but is not obligated to,apply all or any part of the
Security Deposit in payment of such sums or in payxnent of Sublessor's costs of performing such
obligation or in compensation for the damages caused to Sublessor on account of such failure of
performance. If Sublessor so applies all or any part of the Security Deposit,then within ten(10)days
after Sublessor's written demand specifying the amount so applied and the amount, if any,remaining
in the Security Deposit,Tenant shall pay to Sublessor such amounts as is necessary to fully restore
the Security Deposit.
6.3 Increases in Security Deposit.If twice within any period of twelve conseeutive months, late charges
are incurred by Tenant, Sublessor may,by written notice to Tenant, increase the amount of the
Security Deposit by fifty percent of its then current ainount and Te.nant shall pay to Sublessor,within
ten(10)days after Sublessor's notice of increase,the amount of the increase. If Sublessor applies a11
or any part of the Security Deposit as permitted in paragraph 6.2,then the amount of the Security
Deposit shall be increased by fifty percent of the then current amount thereof and on Sublessor's
deinand,Tenant shall pay to Sublessor the amount of inoney required to restore the amount so applied
and to pay the increased amount.
6.4 Rights Cumulative. Sublessor's rights to apply and to increase the Security Deposit are in addition to
and cumulative with all other rights and remedies Sublessor may have on account of Tenant's failure to
performed when due each of its obligations under this Sublease.
7. BASE MONTHLY RENT.Tenant shall pay to Sublessor the amount of the Base Monthly Rent for the
Premises in advance, on or before the first day of each calendar month during the Term. In tlus Sublease the
term"Additional Rent"means all other sums to be paid to Sublessor under any other provision of this
Sublease.The Base Monthly Rent shall be paid in addition to any Additional Rent. In this Sublease,the term
"Rent"means the Base Monthly Rent and all Additional Rent. Tenant shall pay to Sublessor when due all
Rent without offset or deduction and, except as expressly provided otherwise in this Sublease with respect to
a particular type of Additional Rent; without prior notice or demand. The Base Monthly Rent shall be
apportioned far any partial calendar month at the commencement and at the expiration or termination of the
Term in the proportion that tlie number of days in the month during the Term bears to the number of days in
that month. All payments Tenant is required to pay to Sublessor under, arising from, or in connection with
this Sublease shall be made to Sublessor at such place as Sublessor may designate from time to time. In the
absence of, or in the case of lapse of, any such designation, such payments shall be made to Sublessor's
Notice Address.
8. ADDITIONAL RENT-OPERATING COSTS.
8.1 Definitions,The following terms in quotation marks have the meanings specified below:
8.1.1 "Tax Costs" means: (a)the amount of all taxes and assessments, if any, levied on Sublessor's
interest in the Property; (b)the amount of all taxes and assessments,if any,on the personal
property owned or leased by Sublessor and used in connection with the maintenance,
ownerslup, and operation of the Property; (c)all assessments in lieu of taxes(excluding;
however,the leasehold excise tax that is described in paragraph 9); and(d)any expenses,
including the costs a.nd fees of attorneys; experts;eonsultants,witnesses and appraisers,
reasonably incurred by Sublessor in seeking a reduction in or return of any Tax Cost
attributable to a period of time during the Term or any assessment or valuation which is part
of the basis of any Tax Cost that is attributable to a period of time during the Term, including
any appeals. If a Tax Cost is payable in periodic installments,then"Tax Costs"shall include
the installments(including interest).Tax Cosfs shall not include any net income, franchise,
capital stock, estate, or inheritance taxes,and shall be reduced by any refunds or recoveries of
Tax Costs to or by Sublessor from any taxing authority to the extent attributable to any period
of time within the Term.
8.1.2 "Maintenance Costs"means the amount of all costs(other than Tax Costs)incurred by
Sublessor in leasing, maintaining and operating the Property.
(i)Without limiting the generality of the foregoing, Maintenance Costs include those of: (a)
premiums and deductibles for insurance; (b)refuse removal from the Property; (c)electrical,
water, gas,sewer,drainage, and other utility and services to the Property(excluding any
separately metered to and paid by one or more tenants of the Property); (d)refuse and trash
removal provided to the Property; (e)maintenance of heating,ventilating,and air-
conditioning equipment,of plumbing and electrical systems,and of all other parts and
systems of the Property; (fl repainting and refurbishing, including replacement of carpet or
other floor covering and drapes or other window treatment; (g)pest control; (h)fire detection
and seeurity systems or services; (i)independent contractors and Sublessor's employees, if
applicable,providing services in connection with the ownership,maintenance,or operation of
the Property(including without limitation janitorial, landscape, security, accounting,legal,
management, and other services); G)parts;tools,equipment,and supplies(including without
limitation cleaning and restroom supplies,light bulbs,ballasts, fuses, other electrical supplies,
and paper goods); (k)amortized amounts of any capital expend.itures made by Suble_ssor in
good faith with a reasonable expectation of reducing other operating costs or to otherwise
improve the operating efficiency of the Properly or to comply with any Law first effective
after the initial construction of the Property was substantially completed(the amortization to
be based on the useful Life of such improvements as reasonably deternuned by Sublessor); (I)
costs of lea..sing or acquiring personal property used in the ownership,maintenance; or
operation of the Property; and(m)maintenance of all other parts of the Property, including
without limitation foundations, exterior walls and glass, roofs,utility facilities,and common
areas. In the case of Sublessor's employees, if any, costs of such employees include wages,
salaries, social security taxes,Medicare taxes, employment taxes,medical and other types of
insurance,other benefits;training,and uniforms, 1 n the case of independerit coritractors,the
costs of such independent contractors include the same costs as those for Sublessor's
employees if separately paid reimbursed to the independent contractor by-Sublessor. If
Sublessor incurs one or more Maintenance Costs in connection with the Property and one or
more other properties owned or leased by Sublessor,the total cost thereof shall be equitably
allocated by Sublessor between the properties involved and that portion allocated to the
Property shall be included in Maintenance Costs.
(u)However, "Maintenance Costs"do not include: (a)the costs of items finished for the
exclusive use of any particulax tenant which such tenant has agreed to reimburse or pay; (b)
the costs of improvements Sublessor has agreed to make at Sublessor's expense for the
exclusive use of any particular tenant; (c) leasing commissions; (d)debt service; (e)
depreciation; (�costs of capital improvements except as provided in paragraphs 8.1.2(i)and
8.1.2(ii); (g)costs which are paid or reimbursed by insi:uance.
8.1.3 "Operating Costs"means the total of Tax Costs and Maintenance Costs.Any Operating Cost
incurred for a period of time part of which is in a calendar year and part of whieh is not in the
same calendar year, shall be prorated between the calendar years in the proportion of the
number of days in each such year during the period for which the Operating Cost was
incurred. In the year the Term commences and in, as applicable,the year the term expires or
terminates,that part of the Operating Costs for the year on which the Additional Rent.
provided in this paragraph shall be calculated shall be that prorated in the proportion that the
part of the year during tlie Term bears to that part of the year whieh is not within the Term.
Any reasonable method of calculating and allocating all or any part of Operating Costs or
other amounts in order to deternune the amount of all or any part ofOperating Costs
consistent with Sublessor's accounting methods used by Sublessor in good faith shall be
binding and conclusive
on Tenant.
8.2 Additional Rent. In addition to the Base Morithly Rent provided in paragraph 7,Tenant shall
pay one-twelfth of Tenant's Pro Rata Share of Operating Costs.Tenant shall pay to Landlord
Operating Costs as provided above pursuant to the following procedure:
(i)Landlord shall provide to Tenant, at or before the commencement Date,a good faith
estimate of annual Operating costs for the calendar year in which the Commencement Date
occurs, Landlord shall also provide to tenant, as soon as possible following the first day of
each succeeding calendar year,a good faith estimate if Tenant's annual Pro rata Share of
Operating Costs for the then-current year;
(ii)Each estimate of Tenant's annual Pro Rata share of Operating costs determined by
Landlord as described above, shall be divided into twelve(12)equal monthly installments. In
the event the estimated amount of Tenant's Pro Rata Share of Operating Costs has not yet
been deterinined fo"r any calendar year,Tenant shall pay the monthly installment in the
estimated amount determined for the preceding calendar year until the estimate for the current
calendar year has been provided to Tenant. At such time as the estimate for the curtent
calendar year is received,Tenant shall then pay any shortfall or receive a credit for any
surplus for the preceding months of the current calendar year and shall,thereafter,make the
monthly installment payment in accordance with the current estimate; and
(ui)As soon as reasonably possible following the end of each calendar year of the Lease
term, Landlord shall detemune and provide to Tenant a statement(the"Operating Costs
Statement")setting forth the amount of Operating Costs actually incurred and the amount of
Tenant's Pro Rata Share of Operating Costs actually payable by Tenant with respect to such
calendar year. ln the event the amount of Tenant's Pro rata Share of Operating Costs exceeds
the sum of the monthly installments actually paid by Tenant for such Calendar year,Tenant
shall pay to Landlord the difference within thirty(30)days following receipt of the Operating
Costs Statement. In the event the sum of such installments exceeds the amount of Tenant's
Pro Rata Share of Operating CoSts actually due and owing,the difference shall be applied as
a credit to Tenant's future Pro Rata Share of Operating Costs payable by Tenant pursuant to
this Section.
9.LEASEHOLD EXCISE TAX. In addition to the Base Monthly Rent,Tenant shall pay to Sublessor in
advance on the first day of each inonth during the Term the leasehold excise tax 12.84%of the monthly base
rent if required by Chapter 82.29A of the Revised Code of Washington and regulations adopted pursuant
thereto, as such law and/or regulations may hereafter be amended or replaced, on account of the taxable rent
payable by Tenant under tlus Sublease on such date.
10.PERMITTED USE.The Premises shall be used only for the use specified in paragraph 1.12(the"Permitted
Use")and for no other business or purpose without the prior written consent of Sublessor,which Sublessor
may refuse or condition in its discretion.
11. REQUIREMENTS CONCERNING TENANT'S USE.
11.1 General Matters.Tenant shall not do or suffer anything to be done in the Premises or the Parlcing
Garage or on or about the Auburn Transit Station that will increase the insurance rates for or cause any
insurer to can.cel or to irnpose exclusions on any of Sublessor's policies of insurance on or relating to
the Property or any part thereof or the Sublessor's contents therein or Sublessor's liability insurance
related to the Property or any part thereof.For the purposes of the preceding senten¢e,to the extent
that Sublessor self-insures any risks jointly with other governmental units and pays assessments
relating to such self-insuranee,then in the preeeding seritence the terin"premiums" includes such
assessments. Tenant shall not in any way exceed the design load limits of the floor of the Premises.
Tenant shall not commit or perinit waste of any part of the Properhy.Tenant shall not eommit or permit
any public or private nuisance or any other act or thing that obstructs, interferes with,or otherwise
disturbs (in Sublessor's good faith opinion)any of the other tenants of the Commercial Tenant Area
and/or Plaza Tenant Area or any of their licensees,permittees or invitees in their use;occupancy; or
enjoyment of their respective premises,the Common Areas or which(in Sublessor's good faith
opinion)interferes with Sublessor's ownership or operation of the Building. Tenant shall not
or pernut any act or thing that obstructs, interferes with; or otherwise disturbs(in Sublessor's good
faith opinion) Sound Transit or any of its tenants, licensees,pernuttees or invitees(including members
of the general public)in their respective use,oceupancy,or enjoyment of the Parking Garage or any
other part of the Auburn Transit Center Station(except as permitted in the Plaza Tenant Area Rider).
Tenant shall not use or place any apparatus,machinery,or device which causes any substantial noise
or vibration in or about the Property without Sublessor's prior written consent, which Sublessor may
refuse or condition in its discretion.Tenant shall at all times keep access to enclosures within the
Premises for any Parking Garage systems that are excluded from the Premises,if any, free from
obstruction or hindrance, and Tenant shall not keep,place, or store anything in such enclosures.Tenant
shall comply with and shall cause its employees;agents, visitors, and contractors to comply with such
reasonable rules as Sublessor from time to time may deem necessary or desirable for the protection of
the Leased Premises,the Common Areas, other parts of the Parking Garage and/or the Plaza Tenant
Area,its safety, care,and cleanliness, and goo.d order therein. The Tenant shall have access to the
Parking Garage during the normal operating hours of the Garage as established by Sound Transit
and/or the Snblessor,and shall also have reasonable access to the Parking Garage after normal
operating hours. Sound Transit and/or the Sublessor may froin time to time change the normal
operating hours of the Garage. Sound Transit and/or the Sublessor also reserve(s)the right to
determine how the Garage operations shall be handled, and the right to make changes to such
operations.:A copy of Sublessor's rules presently in e.ffect is attached hereto as Exhibit D.
11.2 Compliance With Law.Without limiting the generality of any provision of paragraph 11.1,in its use
and occupancy of the Premises,the malting of any Tenant Alteration,and Tenant's performance of its
obligations under this Sublease,Tenant shall conform to and comply with every applicable Law,
ineluding but not limited to state and federal oecupational and health safety acts and the Americans
With Disabilities Act.Tenant recognizes that the Americans With Disabilities Act may require
modifications be made to the Premises because of Tenant's use thereof and, in such case,Tenant shall
at its expense make such modifications(subject;however,to the requirements of paragraph 16).If the
enactment or enforcement of any Law requires any changes to the Premises during the Term,then,
subject to the requirements of paragraph 16,Tenant shall make all such change.s at its expense if the
changes aze required due to the nature of Tenant's activities at the Premises, or to Tenant Alterations
that were made by Tenant or that Tenant seeks to make.
11.3 Environmental Matters.Without limiting the generality of any provision of paragraph 11.1 or 11.2,
Tenant shall comply, and shall cause all its employees,contractors and agents to comply,with all
requirements of every applicable Law concerning use,handling, storage, disposal,removal,and
encapsulation of any hazardous,toxic,or dangerous substance or waste brought onto,released onto,
used in or about, ar generated in or about the Parking Garage or the Auburn Transit Center by Tenant
or by any of its employees,agents, visitors, or contractors,or by any other person with Tenant's
consent or permission, express or implied. Tenant shall indemnify, defend, and hold harmless
Sublessor, Sublessor Related Parties, and the Property from and against all demands,claims, liabilities,
damages, awards,judgments,eosts, and expenses incurred by or asserted against Sublessor, Sublessor
Related Parties, and/or the Property arising from or in any way related to any failure by Tenant or any
of its contractors or agents to perform as required by the preceding sentence or arising from or in any
way related to the assertion of any such failure. In the preceding sentence: (a) "costs" include,but are
not limited to, fines,penalties. costs of any investigation,costs of any remedial action,costs of
restoration or replacement of any part of the Auburn Transit Station or any improveinents thereon
(including but not limited to the Parking Garage), and the costs of settlement; and(b) "expenses"
include,but are not limited to,the costs and fees of attoineys,consultants,experts,and witnesses.
Tenant's obligations under this paragraph survive the expiration or termination of this Sublease.
12. COMMON AREAS.Tenant shall have the right to nonexclusive use of the corridor portions of the
Common Areas for ingress and egress to the Premises;provided that such use shall not interfere with the
reasonable use of such areas by other tenants of the Building.Tenant shall also have the right to
nonexclusive use of the other Common Areas for the uses for which they are intended and provided by
Sublessor from time to time. Sublessor reserves the right from time to time to change the size, location,
nature,use,configuration,or otherwise alter the Common Areas and may change the Common Areas
available to tenants of the Commercial Tenant Area and may eliminate or reduce parts of the Common
Areas,erect improvements on the Common Areas or convert any portion of the Common Areas to the
exclusiye use of Sublessor or one or more tenants of the Coininercial Tenant Area,However, Sublessor
shall not make any changes to the Common Areas that unreasonably interferes with Tenant's access to the
Premises, access to the common bathrooms,or other rights under this Sublease. Sublessor reserves the use
of exterior walls,the interior of the demising walls,and the right to install,maintain,use;repair and replace
pipes,ducts,conduits, and wires leading through the Premises in areas which will not materially interfere
with Tenant's use thereof.
13, REPAIRS AND CARE OF PREMISES.Tenant shall at its expense maintain,take good care of and keep
in good condition, good state of repair and good working order the Premises and the fixtures and
appurtenances therein or related th.ereto, including but not limited to: (a) floor coverings; (b)window
coverings; (c)interior walls and pattitioning; (d)doors; (e)relights and other glass; (fl the interior side of
demising walls; (g)electronic,phone,and data cabling and related equipment installed by or for the
exclusive benefit of Tenant,wherever loeated in the Parking Garage(collectively"Tenant Cable"); (h)any
supplemental heating or air-conditioning equipment,private showers and kitchens, including hot water
heaters,plumbing,a.nd similar facilities serving Tenant exclusively; (i)all Tenant Altera.tions,whether
made with or without Sublessor's consent, including any related balancing of the heating and air-
conditioning systems serving the Premises and/or any other part of the Parking Garage, (j)any ventilation
equipment installed by or for the exclusive benefit of Tenant. wherever located in the Farking Garage;and
(k)wires,cables,conduits,pipes,valves, faucets,and other comgonents of the systems providing utilities.
Tenant shall not make holes in or fasten hardware,bulletin boards, shelving, cupboards,blaekboards,
decorator items, or any other object to the walls,doors,woodwork,or ceilings or hang things from ceiling
support frames without Sublessor's prior written consent, which Sublessor may refuse or condition in its
d.iscretion. Sublessor hereby conserits to the hanging from walls of the Premises pictures and other
decorator items weighing less than 25 pou.nds each using picture hooks fastened to the walls with nails.Ail
damage or injury to any part of the Premises or the Parking Garage caused by any such holes or fastenings
(including any consented to by Sublessor),or by installation of Tenant Cable or other of Tenanf's equipment
and fixtures, or by moving Tenant's furniture,equipment, supplies or inventory into or about the Parking
Garage or the Premises,or by the act or omission of Tenant or any of its employees,agents,visitors,
contractors, or customers shall be repaired at Tenant's expense.Work of repair or replacement shall be
performed by firms and workmen seleeted, engaged, and supervised by Sublessor. Sublessor has no
obligation during the Term to: (i) clean, repair or replace carpets,other floor-coverings,drapes, other
window coverings or treatments in the Premises even if furnished by Sublessor; (ii)to make any
improvements to the Premises; or(iii)repaint walls or refinish woodwork in the Premises. Subject to all the
preceding parts of this paragraph, Sublessor shall maintain the Property in good order and repair.Tenant
shall promptly notify Sublessor of any matters in or about the Property in need of mainteriance for which
Sublessor is responsible and of which Tenant learns or has notice.Notwithstanding the preceding provisions
of this paragraph,to the extent maintenance of any part of the Property or the Parking Garage that is under
the provisions of this paragraph the responsibility of one party is required because of the act or neglect of
the other party(or the other party's agents, contractors,invitees or licensees),then the other party shall pay
the costs thereof. At the election of the party otherwise responsible for such maintenance,the other party's
payment of the costs shall be made(a)within ten days after demand which demand is made after
completion of the work and final determination of the costs thereof or(b) in installments as and when due
as the work progresses.
14. SERVICES AND iTTILITIE.S.
14.1 General Provisions. Sublessor has the exclusive right to deternune who shall provide electricity or
any other utility service to the Property or any part thereof and who shall provide facilities at the
Property or ariy part thereof for broadband access to the Internet(excluding any such aecess which is
available through ordinary telephone lines or television cable)and to negotiate and enter into contracts
or other agreements or arrangements therefore. Sublessor shall provide facilities to furnish to the
Premises and the Cominon Areas(a)electricity for lighting and customary e.quipment,computers,
machines and other devises usual and ordinary to retail and/or general office use of space in buildings
in the general area of downtown Auburn and(b)water. Sublessor shall provide(c)lamp replacement
service for light fixtures in the Common Areas,(d)cleaning and supplying the restrooms that are part
of the Common Areas, (e)air-conditioning and heat to the Prerriises and the interior Common Areas
and(fl Trash collection and trash collection facilities.Tenant shall provide facilities for furnishing all
other utilities to the Premises, includirig but not liinited to telephone and,if available,television cable
service and any other services that Tenant requires or desires with respect to the Premises(ineluding
but not limited to janitorial and window-cleaning services).Tenant shall make arrangements with
those providing the utilities and otheT services to the Premises for the provision of such utilities and
other services and shall pay when due all fees and charges forutilities consumed in or services
provided to the Premises,including but not limited to any utilities provided by the City of Auburn.
14,2 Energy Conservation.After N/A�.m. (or later)until N/A a.m.(or earlier)during weekdays and
Saturdays and all day on Sundays and holidays, Sublessor may reduce heating and air-conditioning
service and may reduce or turn off lighting in the Common Areas. From time to time Sublessor may
institute and change other measures to con.serve energy,water, or other utilities and Tenant shall
comply therewith ten days after receipt of a written notice.
14.3 Excess Requirements.Except as provided in subpart(a)of paragraph 14.1, Sublessor is not required
to provide air-conditioning or facilities for electricity for other computers or equipment installed by
Tenant. If Tenant installs any such other computers or equipment or other heat generating equipment,
machinery, or other devices which materially increases the load on Sublessor's present air-conditioning
equipment or if Tenant installs any devices which require greater electric service than that described
above, Sublessor has the election to do any one or more of(a)require that Tenant remove such
computers,equipment,machinery, or devices, (b)make at Tenant's expense necessary improvements
or replacements to the air-condifioning equipment serving or electric service to the Premises;and(c)
charge Tenant for such extra load which charge shall be conclusive on Tenant if established by
Sublessor in good faith with the objective of reasonable reimbursement of Sublessor's additional
expenses(including but not limited to extra expenses of additional maintenance). If Sublessor makes
this last election,Tenant shall pay the charge monthly in advance as Additional Rent on the first day of
each calendar month during the Term.
14.4 Failure or Interruption of Utilities or Services.Sublessor shall not be liable for and Rent sha11 not
abate, in whole or in part,because of any loss, injury,or damage regardless of the nature thereof
caused by or resulting from, in whole or in gart,any variation in. intemiption of, or failure of any
ufility service or services described in this paragraph 14 to be provided by Subles.sor incident to
making of repairs, alterations, or improvements, or because of accident, strike, or any other event or
circumstance beyond Sublessor's reasonable eontrol.
15.LIMITATION ON SUBLESSOR LIABILITY.Rent shall not abate, in whole or in part,nor shall there be
any allowance to Tenant for diminution of rental value, nor shall Sublessor be otherwise liable to Tenant by
reason of inconvenience,annoyance, loss of use of the Premises,or interference with tenant's business
arising from the malcing(whether by Sublessor, Sound Transit or any other person)of any repairs,
alterations,additions. or improvements to any part of the Station. Sublessor and Sublessor Related Parties
shall not be liable to Tenant for and Rerit sha,ll not abate; in whole or in part,beeause of any damage to any
part of the Station or loss of use of any part of the Property or the Premises or for any loss, damage, or
injury to Tenant or any of its property or its business occasioned by: (a)bursting. rupture, leakage,
overflow, or other failure of any plumbing or other pipes or appurtenanees,including without limitation,
water, sewer,refrigerant,and fire-sprinkler systems,water tanks, and dishwashers; (b)backing up of any
sewer line, drain,drainpipe,downspout, or gutter; (c)water, snow or ice upon or coming through the roof,
skylights, stairs, doorways,windows,walks, or any other place on the Property; or(d)any act or omission
of any party other than Sublessor or Sublessor Related Parties. Sublessor and Sublessor Related Parties
shall not be liable for and Rent shall noi abate,in whole or in part,because of any loss or damage to person
or property sustained by Tenant or by any other person which may be caused in whole or in part by any part
of the.station,the Parking Garage,or the Premises being out of repair,by burglary,theft or vandalism, or
by any act or neglect of the any tenant or other occupant of the Station or the Parking Garage or any part of
either,or of any other person, including but not limited to Sound Transit and its agents,employees; and
contractors.Tenant shall insure itself against the risk of all such losses described in tliis paragraph.
16.TENANT ALTERATIONS.Tenant leases premises "as-is".After completion of any Tenant
Improvements provided in the attached Tenant Improvement Rider, if any,Tenant shall make no changes,
additions,alterations,or improvements in or to the Premises or any other part of the Property(including but
not limited to the installation of any Tenant Cable) ("Tenant Alteration")without Sublessor's prior written
consent(which Sublessor may refuse or condition in its discretion)as to the nature, extent,quality,plans
and specifications of the proposed work,the materials to be used,and whether any or all of such matters
shall be removed and the affected parts of the Property restored at Tenant's expense at the expiration or
ternunation of the Term. "Tenant Alteration" does not include installation of shelves,movable partitions,
Tenant's equipment and trade fixtures that may be,and are, installed without damaging the Property or the
existing improvements therein or the structural integrity of any part of the Parking Garage or the Station and
Sublessor's consent is not required for installation of such items. Tenant Alteration's consented to by
Sublessor shall be made and installed at Tenant's expense but under the direction and supervision of
Sublessor by firms and workmen selected or approved by Sublessor. Unless otherwise specified by
Sublessor in its consent to a Tenant Alteration,the Tenant Alteration shall belong to Tenant and,at the
expiration or earlier ternunation of the Term,Tenant shall at its expense remove the Tenant Alteration and
restore the Property to its condition before the Tenant Alteration. Sublessor has no obligation to consider or
otherwise act upon a proposal for a Tenant Altera.tion unless and until Tenant submits its proposal for ariy
Tenant Alteration. In addition and whether or not Sublessor approves all or any part of the proposal,Tenant
shall reimburse Sublessor's costs and fees of third parties engaged by Sublessor to assist and advise
Sublessor in its consideration of the proposal. Such reimbursement shall be paid within fifteen days after
Sublessor's demand therefor which shall be accompanied by reasonable evidence of the amount and purpose
of such costs and fees and the identity of the persons rendering the serviees: If Sublessor consents to any
Tenant Alteration,then Tenant shall perform the Tenant Alterations in aecordance with all applicable Law
and in a manner so as not to unreasonably disturb or interfere with other tenants or occupants of the Parking
Garage or any part thereof(including Sound Transit and its licensees),and pay the costs thereof as arid
when due. Promptly after completion of each Tenant Alteration made by Tenant,Tenant shall furnish to
Sublessor as-built plans, drawings,and specifications thereof. The requirements of this paragraph are in
addition to any requirement of Law that Tenant obtain a pernut from the City of Auburn acting in its
governmental capacity for the proposed work. Without limiting the generality of the preceding sentence,
Sublessor's consent to such proposal(with or without conditions)is not the equivalent of a pernut or
approval for such proposal
17.LIENS. Without Sublessor's prior written consent thereto,Tenant shall not permit any lien, encumbrance,
security interest or claim thereof(collectively in this paragraph"lien")to attach to the Property or any part
thereof or to any f xture thereof or to all or any part of Tenant's rights to the Premises or under this Sublease
because of any work done by Tenant or at Tenant's request or because of any goods sold to or leased by
Tenant or because of any serviees rendered to or at the request of Tenant or because of any loan made to or
other debt incurred by Tenant. Sublessor. may refuse or condition any consent requested of it under t�ii's
paragraph in Sublessor's discretion. Promptly after Sublessor's demand,Tenant shall either(a)cause any
claim of such lien which has been recorded in the real property records or filed in the personal property or
Uniform Commercial Code records of the county,the state, or any other public authority to be released of
record even if that cannot be done without paying the claimant or, (b)to provide a bond against any elaim
of such lien if a law or an agreement with the claimant provides the effect of posting the bond has the effect
of releasing the claim of lien from the property or rights against which the lien was filed or otherwise
created.
18.ASSIGNMENT AND SUBLETTING.
18.1 General Provisions.Despite any assignment,with or without Sublessor's consent,Tenant shall rernain
fully and primarily liable to Sublessor for all obligations of the Tenant under this Sublease jointly and
severally with the assignee and its successors, if any,even if such obligations were assigned to and
assumed by the assignee. Sublessor has no obligation to consider or aet upon any request for consent to
an assignment unless and until Tenant provides or causes to be provided to Sublessor all information
requested by Sublessor foi the purpose of considering the request.In addition,and regardless of
whether Sublessor consents to the request,Tenant shall reimburse Sublessor's eosts and fees of third
parties engaged by Sublessor to assist Sublessor in its consideration of the request. Such reimbursement
shall be paid within fifteen days after Sublessor's demand therefor which shall be accompanied by
reasonable evidence of the amount and purpose of such costs and fees and the identity of the persons
rendering the services.
18.2 Definitions.For the proposes of this Sublease,assignee, includes an assignee of an assignee as well as
an assignee directly of Tenant and"assignment" includes without limitation any of the following: (a)
creation of any mortgage, deed of trust, or other security interest in all or any part of Tenant's rights
under this Sublease; (b)a subletting of all or any part of the Premises; (c) if Tenant is a eorporation,
limited liability company,or limited partnership any change in Tenant's identity by merger,
consolidation,or dissolution; (d) if Tenant is a corporation, any change after the date of this Sublease
of ownership of 25%or more of the corporation's shares of stock,whether such change oecurs by
transfer of existing shares or issua.nce of new shares or a combination thereof or in one or more
transactions or at one time or over any period of time; (e)if Tenant is a limited liability eompany any
change after the date of this Sublease of ownerslup of 25%or more of the company's membership
interests,whether such change occurs by transfer of existing interests or issuance of new interests or a
combination thereof or in one or more transactions or at one time or over any period of time; (fl if
Tenant is a partnership(general or limited)or a joint venture,any change after the date of this
Sublease in its general partners or joint venturers; and(g)any transfer by operation of law.For the
purposes of part(h), if a general partner or a joint venturer is a corporation or a limited liability
company,a change in identity and a transfer of ownership interests as described in parts(c), (d),and
(e)shall each be eonsidered a change in the general partner or joint venturer.
19. SURRENDER On expiration or earlier termination of the Term,Tenant shall:
19.1 quit and surrender the Pre.mises broom elean and otherwise in the same condition and in as good order
and repair as at the commencement of the Term or, if applicable,as at the completion of any repairs
or restoration after damage under paragraphs 15 and 21,or condemnation under paragraph 22,
excepting only ordinary wear and tear,damage from fire or elements, and alterations or other changes
which are to remain under paragraph 16.
19.2 deliver to Sublessor all keys and other items or devices opening or operating any door, lock,or other
security device pertaining to the Premises or the Parking Garage; and
19.3 remove all its property from the Property and the Parking Garage.
Any maintenance or restoration of the Premises required to conform to the requirements of the
preceding or to repair any damage to any part of the Property caused by Tenant or any of its
employees, agents, invitees, licensees,or eontractors or to bring the Prexnises and all components and
systems thereof to the condition they would have been if Tenant had fully and faithfully perfonned its
obligations under paragraphs 14 and 16 shall be performed by firms and workmen selected;engaged,
and supervised by Sublessor but at Tenant's expense. If Tenant fails to remove its property, then
Tenant shall be deemed to have abandoned the same and Sublessor may remove and store the sarne at
Tenant's risk and expense or sell the same or discard the same. All of the foregoing obligations and all
obligations to make or pay for repairs under paragraph 14,to restore the Premises under paragraph 16
survive explanation or termination of this Sublease and to indemnify Sublessor under paragraph 24.
20. SUBLESSOR'S ACCESS.After not less than two days'prior notice(except in the case of emergency in
which case no prior notice is required) Sublessor and its employees,agents and contractors shall have the
right of aceess to the Premises and Tenant shall permit Sublessor and its employees, agents and contractors
to enter the Premises at all reasonable times for the purpose of inspecting,maintaining,altering,or
improving the Premises,the Property, equipment or fixtures,or showing the Premises to prospective
purchasers,lenders or any other person having a legitimate interest therein,or exercising any of
Sublessor's rights herein or under Law. After not less than two days'prior notice, Sublessor and its
employees and agents shall have the right of access and Tenant shall pernut such access to the Premises for
the purpose of showing them at any time to prospective purchasers, lenders or any other person having a
legitimate interest therein or showing them at any time within the six months before expiration or sooner
ternunation of the Term. Tenant shall not alter or make any other changes in any locks or other security
devices or install additional locks or other security devices in any door anywhere in the Premises or the
Parking Garage.Nothing in this paragraph imposes any obligation on Sublessor to perform any
maintenance or to make any alteration or improvement that Sublessor is not otherwise obligated to perform
under some other provision of this Sublease or by Law.
21.DAMAGE AND DESTRUCTION. If any part of the Premises or of the Property or of the Parking Garage
is damaged or destroyed by fire or any other easualty during the Term, Sublessor shall have the election
whether to repair or rebuild or to terminate this Sublease and the Term effective as of the date of the
casualty. Sublessor shall give Tenant notice in writing of its election within ninety days after the date of the
casualty. If Sublessor does not give its notice within such period,as Tenant's sole and exclusive right and
remedy on account of such casualty,Tenant shall have the right to declare this Sublease and the Term
tertninated as of the date of the casualty by giving notice of termination to Sublessor but only if Tenant's
notice is given before Sublessor gives Tenant Sublessor's notice of election. In case of termination under
this pazagraph by Sublessor or by Tenant,Tenant shall pay Rent and otherwise perform all of its obligations
under this Sublease up to the effective date of terrmunation(and those that survive such ternunation)and
Sublessor shall refund any Rent previously paid which is applicable to the period after such date. In
addition, if all or a part of the Premises are tenantable despite the casualty and Tenant uses all or any part of
the Premises despite the casualty,Tenant shall also pay Rent and perform its other obligations under this
Sublease through the date Tenant surrenders the Premises after temunation under this paragraph. In such
cases,Rent shall abate in the proportion, if any,that the iin-tenantable part of the Preinises bears to the
whole thereof unless the damage or destruction results from,or is contributed to directly or indirectly by the
act, fault or neglect of Tenant or any of its employees,agents, invitees,customers,licensees,pernuttees or
contractors(in which case there shall not be any abatement of Rent). If Sublessor elects to repair or rebuild,
that work will be accomplished with reasonable promptness and during the period from the date of the
casualty to the date the work oi repair or rebuilding is substantially completed,Base Monthly Rent for the
Premises shall abate in the same proportion as the un-tenantable portion of the Premises, if any,bears to the
whole thereof, and this Sub e shall remain in full force and effect. If Sublessor elects to repair or rebuild,
such repairs or rebuilding shall include the Tenant Improvements(if any and to the extent damaged or
destroyecl)but otherwise Sublessor has no obligation to repair,rebuild,or replace any fixture or other
property of Tenant or any improvements or alterations to any part of the Property made by Tenant or at
Tenant's request or at Tenant's expense. Sublessor shall not be liable for any damages or compensation for
annoyanee or inconvenience, loss of use of all or part of the Premises or Common Areas,or loss of business
of Tenant by reason of or arising from the casualty or of the repairs or rebuilding.
22.EMINENT DOMAIN. If all of the Preinises are taken by any person or public authority under the power of
eminent domain,then the Term and this Sublease shall ternunate as of the date the taking person ar
authority is entitled to possession under such power. If any part of the Prernl ses. the Property,the Parking
Garage or any of Sublessor's interest therein shall be taken by any person or public authority under the
power of eminent domain, Sublessor may elect w ternunate this Sublease and the Term as of the day such
person or authority is entitled to possession under such power. A"taking" under this paragraph includes but
is not limited to a conveyanee made by Sublessor to a grantee under threat of the exercise of the power of
eminent domain. Sublessor shall give Tenant written notice of its election within sixty days after the
condemning person or authority gives Sublessor written notice of the final extent of the taking or sixty days
before the date such person or authority shaIl be entitled to possession,whichever is later. If Sutilessor does
not give Tenant Sublessor's notice of election within such period,then as Tenant's sole and exclusive right
and remedy on account of such taking,Tenant shall have the right to declare this Sublease and the Term
ternunated as of the date the taking authority is entitled to possession by giving notiee of tennination to
Sublessor but only if Tenant's nol ice is given before Sublessor gives Tenant Sublessor's notice of election.
Notwithstanding the preceding provisions,Tenant shall have the right to terminate this Sublease and the
Term terminated as of the date the taking authority is erititled to possession thereof by giving notice of
termination to Sublessor(but only if Tenant's notice is given within thirty(30)days after Tenant is given
written notice of the final extent of the taking or sixty(60)days before the date the taking authority is
entitled to possession,whiehever is later) in the event of a taking which includes(a)pa.rt of the Premise.s
and(b)(i)more than twenty percent(20%)of the floor area of the Premises is included in the taking or(ii)
the taking person or authority is entitled to possession of any part of the Prernises on a date th.at is within six
months of the expiration date of the then existing Term. In addition, and notwithstanding any of the
preceding provisions of this paragraph,Tenant may terriunate the Term and this Sublease if not previously
telminated the taking includes a part of the Premises and Sublessor has not completed any restoration oPthe
remaining part of the Premises within six months after the date the taking person or authority was entitled to
possession of the part of the Premises that were taken. Tenant's election under the preceding sentence may
be made only by written notiee of termination specifying an effective date of ternunation which is at least
two weeks after such notice which notice is given to Sublessor after the date the such six month period bas
elapsed without restoration having been accomplished but not more than thirty days after such date. In
addition,Tenant's notice of terminate shall be void and of no force or effect if Sublessor eompletes the
restoration before the effective date specified in Tenant's notice. Sublessor shall be entitleci to all
compensation or damages awarded for any taking, except that Tenant is entitled to any award which is both
(a) separately made in addition to the value of the property taken(and, if applicable, damage to the
remainder of Sublessor's Property)and(b)identified as(i)compensation for Tenant's relocation expenses or
(ii)compensation for the taking of Tenant's fixtures. If the Term and the Sublease is teizrunated as provided
in this paragraph,then Tenant shall pay Rent and otherwise perform its obligations under this Sublease up
to the effective date of such termination(and those that survive such ternunation)and Sublessor shall
refund any Rent previously paid which is applicable to the period after such date. If the taking includes a
partial taking of the Premises and the Term and this Sublease is not terminated under the provisions of this
paragraph,then the Base Monthly Rent shall be reduced in proportion to the amount of the Prerruses taken,
Sublessor shall make appropriate restoration of and alterations to the Property and the part of the Premises
remaining, so that the remaining garts ofthe Property and the Premises are a functional whole for the
puiposes of the Permitted Use. and this Sublease and the Term shall otherwise continue with respect
thereto.
23. INSURANCE.
23.1. Li.ability Insurance.At all times during the Term,at its expense Tenant shall obtain and maint.a..in in
full force and effect a policy of general commercial liability insurance insuring the activities of Tenant,
its employees, agents,visitors,and contractors in,about,upon,and with re.speet to the Preinises,the
Property and the Station against liability for personal injury and death and loss or damage to property,
including liability for operation of owned and non-owned motor vehicles and coverage for
contractually assumed lia..bilities. Such policy shall also provide the insurer's obligatiqn to pay a..11
defense costs in addition to limits of coverage for liability. Such policy shall have limits of coverage of
not less than$2,000,000 for personal injury or death and$3,000,000 for loss or dainage to propeity for
a single occurrence and shall have only those deductibles of kinds and amounts reasonably satisfactory
to Sublessor.
23.2 Property Insurance.At all times during the Term, at its expense Tenant shall obtain and maintain in
full force and effect a policy of property insurance insuring all Tenant's property whether located in or
about the Premises, or,the Property and the Station against loss by fire or other casualty,theft,
vandalism, and other hazards covered by an"all risk" form of such policy with limits of liability equal
to the full replacement value oP such property without deduction for depreciation and with such other
deductibles of kinds and amounts reasonably satisfacto.ry to Sublessor. Such policy shall include
coverage for losses due to business interruption.
23.3 Proof of Insurance. Tenant represents and warrants to Sublessor that(i)Tenant is a member of the
Washington Cities Insurance Authority(WCIA),which is a self=insured pool of 145 municipal
corporations in the State of Washington, and(ii)WCIA has at least$5,000,000 per occurrence of
liability coverage that is applicable in the event an incident occurs that is deemed attributed to the
negligerice of a member.
23.5 Requirements Concerning Tenant's Insurance Policies.
23.5.1 General Requirements.Each poliey of insurance Tenant is required to maintain under this Sublease
shall: (a)be issued by an insurance carrier reasonably satisfactory to Sublessor; (c)provide that the
policy is primary and not excess to or contributing with any of Sublessor's insurance policies or
Tenant's other insurance policies; and(c)include a provision that requires the insurance carrier to give
Sublessor not less than thirty(30)days'written notice before the effective date of any cancellation
(including but not limited to cancellation for nonpayment of premium) or of any modification of such
coverage(including but not limited to a change in deductible amounts).
23.5.2 Waver of Subrogation.Unless prohibited under the applicable insurance policy, Sublessor and Tenant
each hereby releases and waives any and all rights of recovery against the other(and their respective
officials,officers. employees, agents and representatives), for loss of or damage to its property or the
property of otheis urider its control. if such loss or damage is covered by any insurance policy in force
(whether or not described in this Sublease)at the time of suchJoss or damage or would have been
covered if the parry had obtained the insurance it was required to obtain under this Section 33. Upon
obtaining the policies of insurance required or permitted in this Section 3 .3.the parties shall give
notice to their respective insurance carriers of this mutual release and waiver of subrogalion and use
reasonable efforts, including payinent of any additional premium,to cause their respective insuran¢e
carriers to consent to the provisions of this subpart.Notwithstanding the preceding,the release and
waiver in this subpart shall not be effective if the effect would be to void coverage under the policy. In
addition,the release and waiver in this subparagraph do not apply to the extent of the deductlble
amounts to any such policies or to the extent of liabilities exceeding the limits of such policies. For the
purpose of this provision. self-insurance by Sublessor is not the equivalent of having an insurance
policy.
24. INDEMNTFICATION.
24.1 General.Tenant shall defend; indemnify,and save harmless Sublessor and Sublessor Related Parties
from and against: (a)any and all demands. claims. liabilities. damages,and judgments,including
without limitation for injury to person or property, arising from or related to(or alleged to have arisen
from or be related to)any act or omission of Tenant; or any of Tenant's employees; agents,visitors;
invitees. licensees,pernuttees or contractors: (b)any and all losses. damages. and costs arising from or
related to any breach of or defa.ult in Tenant's obligations under this Sublease; and(c)any and all
expenses incurred by Sublessor arising from or related to any such demand. claim, liability, damages,
judgment, loss,or cost or arising from or related to any such breach or default. In the preceding
sentence, "expenses" include,without being limited to,the fees and costs of attorneys, consultants,
experts,and witnesses. Tenant's obligations under this paragraph survive the expiration or other
termination of this Sublease. 1 n the case of concurrent fault of Sublessor and Tenant(and their
respective employees, agents, visitors,invitees,licensees,pernuttees and contractors),Tenant's
obligations under part(a)of this paragraph do not extend to any demand, cla.im,Liabil.ity,or judgment
for which Sublessor is or would b.e severally liable only for Sublessor's proportionate share of the total
damages under the provisions of Chapter 4.22 Revised Code of Washington. However;Tenant's
obligations under this paragraph extend to that part of Sublessor's several liability which is in excess of
what it would have been if determined by taking into account Tenant's proportionate share despite any
immunity of Tenant to the claimant under Title 51 Revised Code of Washington.Tenant's obligations
under this paragraph are not limited in any way by the requirements of or by Tenant's compliance with
the requirements of paragraph 23.
24.2 Waiver of Immunity.Tenant's obligations under paragraph 24.1 extend to,without limitation,injuries
to Tenant's employees(as such employees are defined in the Industrial Insurance Act(Title 51
Revised Code of Washington)and,to that extent and for the benefit of Sublessor and Sublessor's
employees, agents, and contractors,Tenant hereby waives the immunity otherwise afforded Tenant
under that Act or any other applicable workinen's compensation laws.
25. TENANT TAXES AND OTHER GOVERNMENTAL CHARGES.Tenant shall pay when due all taxes,
asse.ssments;license fees and other goverirnxnental charge.s(including any irnposed by the City of Auburn in
its governmental capacity)on or with respect to Tenant,any of Tenant" s property,Tenants income,gross
receipts,or other revenues,Tenarit's use of the Premises, and Tenant's business. including a.ny and all
present and future lawfully levied taxes.
26. SIGNS.
26.1 General Requirements. Except as provided in tlus paragraph 26,Tenant shall not erect,install, or
display any signs at the Premises or on the Property or Station without Sublessor's prior written
consent which Sublessor may refuse or condition in its discretion. All of Tenant's signs must comply
with all requirements of Law. In addition.all Tenant's signs must comply•with the applicable
requirements of Section 4.4(a)and Elchibit 4.4(d) of the Master Sublease. In this regard,Exhibit 4:4(d)
of the Master Sublease is mistakenly referred to as Eachibit 4.4(a)in Section 4.4(a)of the Master
Sublease. At the expiration or earlier ternunation of this sublease.Tenant shall remove all signs from
the Station and shall restore the Premises to as nearly as practical the condition before installation of
the sign.
26..2 Permanent Signs, Tenant shall not erect. install, or display any permanent signs at the Premises or on
the Property or the Station without Sublessor's prior written consent.All permanent signs placed on the
exterior of the Parking Garage shall comply with the provisions of the Elchibit 4.4(d) of the Master
Sublease(mistakenly referred to as Exliibit 4.4(a)in Section 4.4(a)of the Ma.ster Sublease)and shall
also be first approved by Sublessor as to size, design,materials, colors, and method of affixation to, as
applicable,the awning or the exterior wall of the Parking Garage, Sublessor hereby consents to painted
or decal signs on the exterior window of and exterior entrance door to the Premises provided such
signs comply with the requirements of Exhibit 4.4(d)of the Master Sublease.
26.3 Temporary Signs.Tenant may display temporary window signs on are in front of the exteriar window
of the Premises of size, style, content and design that aie usual and ordinary for occupants of premises
in the City of Aubum, Washington for uses that aze the same or substantially the same as the Perrriitted
Use to identify and promote such use provided that no such temporary sign shall be displayed for
longer than two weeks and otherwise comply with the requirements of Exhibit 4.4(d) of the Master
Sublease.
27. SUBORDINATION. This Sublease shall be subordinate to any sublease hereafter made by Sublessor to
one person or entity of all of the Commercial Tenant Area(a"Master Subtenant")provided that the Master
Subtenant shall not disturb Tenant's occupancy and other rights under this Sublease so long as no uncured
Event of Default under ihis Sublease exists.Tenant shall adorn to any such Master Subtenant provided such
Master Subtenant assumes Sublessor's obligations to Tenant under this Sub]ease. This subordination is
automatic and requires no further action or agreement of Tenant.Nevertheless,Tenant shall promptly and in
no event later than fifteen(15)days exeeute, acknowledge and deliver such documents and agreements that
Sublessor or the Master Subtenant may reasonably require as further evidence of this subordination and
attornment,which agreement may also cont.a.in additional provisions that are consistent with the provisions
of this paragraph and reasonably requested by Sublessor and/or the Master Subtenant.
28.ESTOPPEL CERTIFICATES.From time to time during the Term,any then existing or prospective
Master Subtenant or then existing or prospective purchaser or other transferee of all or any part of the
Property or any interest therein may request that Tenant execute and deliver specific written statements
(''estoppel certificate")concerning the status and provisions of this Sublease.including any amendments or
modifications thereof.Rent and other paymerits made or payable thereunder,the Term,the existence of any
defaults in the obligations of Sublessor or Tenant,and such other matters as to which the requesfing person
("Requester")may reasonably inquire. After each such request,whether made by the Requester or by
Sublessor,Tenant shall promptly and in no everit l.ater than seven(7)days comply therewith and such
writing shall be reasonably satisfactory in form and substance to the Requester. However.nothing in the
preceding sentence obligates Tenant to make ariy untnxthful statement or a positive or negative statement on
a matter as to which Tenant has no knowledge;provided,however,Tenant shall be required to represent
such matters as to which or to the extent that Tenant does have knowledge and state that it has no
knowledge. if such be the case, of other matters. If Tenant does not sign and deliver an estoppel certificate
within seven days after it is delivered to Tenant with a request from the Requester or from Sublessor then if
the Requester does become a transferee or Master Subtenant,Tenant shall be deemed to have,and shall be
bound to the Requester(a) if Tenant had given such certificate as above provided without modification
and, in addition,(b)as if Tenant admitted to the Requester the accuracy of any information supplied to it by
Sublessor in any way concerning Tenant or this Sublease.
29.BREACH.
291 General Provisions. Time is of the essence hereof Tenant shall be in"default"'of its obligations under
this Sublease if Tenant does not pay or perform an obligation imposed by it by this Sublease or by Law
arising from and on aceount of this Sublease when and as such obligation is due.Ten.ant shall be in
"breach" of its obligations under this Sublease:
29.1.1 if Tenant or any Guarantor of this Sub]ease makes a transfer in fraud of creditors or makes any
assignment for the benefit of creditors or admits in writing its inability to pay its debts when due;
or -
29.1.2 if Tenant attempts to assign any of its rights under this Sublease without Sublessor's prior written
eonsent or without occurrence of all conditions to such eonsent,or if Tenant vacates or abandons
the Premises,with or without removal of personality or fixtures.
29.1.3 if Tenant fails to pay when due any payrnent of money required of it under this Sublease and
such failure continues for a period of ten days; or
29.1.4 if Tenant fails to perform when due any of its other obligations under this Sublease and such
failure is not cured within twenty days after nofice from Sublessor to Tenant thereof; or
291.5 if Tenant creates,pernuts, or suffers any lien,encuinbrance,or security interest to attach to or be
claimed through Tenant against the Property or any part thereof or any fixtures located therein or
to all or any part of Tenant's rights to the Premises or under this Sublease and any such lien,
encumbrance.or security interest is not released within twenty days after Sublessor's notice to
Tenant or if any liquidation. reorganization, or arrangement proceeding is filed by or against
Tenant under any federal or state bankruptcy or insolvency laws and any such proceeding is not
vacated or dismissed within.sixty days after Sublessor's notice to Tenant; or if any receivership,
conservatorship;or any other proceeding to take away from Tenant control over all or any
substantial part of its assets is filed by or againsi Tenant under any federal or state law and any
such proceeding is not vacated or dismissed within sixty days after Sublessor's notice to Tenant; I
or if Tenant causes or acquiesces in any plan of arrangement, a5signment. composition,or
liquidation with or for the benefit of creditors and any sueh plan or condition is not rescinded.
released,or removed within a period of twenty days after notice from Sublessor to Tenant.
If Tenant is in breach of its obligations under this Sublease,then or at any time thereafter
Sublessor may enter into and upon the Premises and repossess the sarne with or without
ternunating this Sublease and without prejudice to any of its other remedies for Rent or breach
of covenant. At Sublessor's election. Sublessor may ternunate this Sublease at any time after
Tenant's breach(even if Sublessor had previously elected not to do so)by giving notice of'its
election to do so or,without terminating this Sublease, Sublessor may let the Premises or any
part thereof on such terms and conditions as Sublessor deternunes in its absolute discretion.
Such terms and conditions may include concessions of rent and improvement of or alteration to
the Premises and may be for a rental term or terms greater or less than the balance of the Term
and may be for all or any part of the Premises and may be of space which includes all or any part
of the Premises and any other part of the Buileling. Whether Sublessor elects to terminate this
Sublease or elects not to do so, Sublessor has no duty to and is not required to re-let or attexript to
re-let the Premises or any part thereof either for Tenant's benefit or in mitigation of Sublessor's
damages for Tenant's breach. If Sublessor elects to re-let with or without ternunating tlus
Sublease,"Sublessor's costs of re-letting" include-without limitation the costs of repairs.
restoration.renovation;alteiation, and iinproveinent which shall be prorated to the extent,if any,
the term or the re-letting exceeds what would have been the balance of the Term. and the portion
of any leasing commission paid on account of the re-letting attributable to the balance(or what
would have been the balance)of the Term and the part of the Premises re-let.Tenant shall pay
all of Sublessor's costs and expenses arising in any way from or in any way related to Tenant
being in default of or in breach of any of its obligations under this Sublease,including without
limitation any related to giving of notices,to recovering possession and reentry,to re-letting, and
to performing an obligation of which Tenant is in default or breach.In the preceding sentence,
"expenses" include,but are not limited to,the costs and fees of attorneys,consultants,experts.
and witnesses.
29.2 Sublessor's Election To Terminate.If Sublessor elects to terminate this Sublease and re-let,as an
obligation surviving such ternunation'I'enant shall pay on demand to Sublessor any unpaid Rent and
other amounts which have become payable under the terms of this Sublease for the period before
ternunation,the amount of Rent and other sums payable under the terms of this Sublease for the period
after termination reasonably required to aceomplish a re-letting,the amount by which,if any.the
present value of the amount of Rent and other sums payable under the terms of this Sublease for the
balance of what the Term would have been after the re-letting exceeds the present value of the amount
that Sublessor is entitled to receive under the re-letting(prorated if the re-letting includes any other
p.ortion of the Building),and any other damages suffered by Sublessor on account of Tenant's breach.
Such other da.mages include without limitation Sublessor's COSTS of recovering possession and
reentry. the pro-rata portion of any leasing commission paid by Sublessor on account of this Sublease
applicable to what would have been the balance of the Term after Tenant's breach,and Sublessor's
costs of re-letting. Present value shall be determined assuming investment of funds at a rate of return
equal to the interest rate on long term United States federal government Treasury notes established at
the auction thereof held immedia.tely before Sublessor's election to ternunate.
29.3 Sublessor poes Not Elect To Terminate.If Sublessor does not elect to terminate this Sublease.
Tenant's liability to Sublessor shall include the total Rent and other sums payable hereunder for the full
Term,plus all of Sublessor's costs of repossession and reentry and. if any, re-letting, less the net
proceeds of any re-letting annually paid to and received by Sublessor during the Term,prorated if the
re-letting includes any other portion of the Building.
29.4 Sublessor's Right To Perform:In addition to any other rights and remedies which Sublessor may
have, if Tenant is in default or breach of any of its obligation.s under this Sublease, Sublessor may, at
Sublessor's election.take such action as may be requirecl to cure such default or breach and all costs
and expenses incurred by Sublessor on account of or arising from such failure or incident to such
action shall be reimbursed by Tenant on demand. In the preceding sentence,"expenses"has the
meaning specified in paragraph 29.1. Sublessor shall(in addition to any other right arremedy of
Sublessor provided by law)have the same rights and remedies in the event of the nonpayment of suxns
due under this Section as in the case of default by Tenant in the payment of Rent.
29.5 Provisions Related To Bankruptcy.If a petition(in this paragraph 29.5, "the petition")is filed by or
against Tenant Wlder the federal Bankruptcy Code {in this paragraph 29.5,"the Code")the following
provisions apply:
29.5.1 Adequate protection for Tenant's obligations under this Sublease accruing after the filing shall
be provided within fifteen days after the filing in the form of a deposit equal to the then current
Base Monthly Rent for one month and the then current monthly payment on account of
estimated Operating Costs.
29.SZ All amounts payable by Tenant to Sublessor under this Sublease represent reasonable
compensation for Tenant's occupancy of th.e Premises.
29;5.3 Tenant or the trustee in bankruptcy(in this paragraph 29.5, "the trustee") for Tenant shall give
Sublessor at least thirty days prior written notice of any abandonment of the Premises or of any
proceeding relating to administrative claims concerning the Premises or this Sublease. 1 f Tenant
or the trustee abandons without notice,Tenarit or the trustee shall sfipulate to entry of an order
for relief from stay to permit Sublessor to reenter and relet the Premises.
29.5.4 If Tenant had failed to perform when due any of its obligations under this Sublease and such
failure had not been cured before the petition was filed,then for all purposes under the Code
Tenant shall be deemed to have been in breach of such obligations on the date the petition is
filed regardless of whether Sublessor had given notice of any one or more of such defaults and
regardless of whether any cure period applicable to any one or more of such defaults had expired
before such filing.
29.5.5 For the purposes of Section 365(b)(1)of the Code(as herea.fter amended or replaced),prompt
cure of the defaults in Tenant's obligations under this Sublease shall mean cure v.-lth.in thirty
days after assumption and shall include cure of any defaults under any other agreements between
Sublessor and Tenant. �
29.5.6 For the purposes of Section 365(b)O)of the Code(as hereafter amended or replaced)adequate
assurance of future performance of this Sublease by Tenant,the trustee, or any proposed
assignee of Tenant's rights under this Sublease,will require that Tenant,the trustee. or the
proposed assignee deposit two months of Base Monthly Rent and the then monthly payment on
account of Operating Costs into an escrow fund(to be held by the court or an escrow agent.
approved by Sublessor and the court)as security for such future performance.:In addition, if
Tenant's rights under this Sublease are to be assigned.adequate assurance of future performance
by the proposed assignee shall require that: (a)the proposed assignee have a tangible net worth
of not less than$500,000 or that the proposed assignee's performance be unconditionally
guaranteed by a person or entity that bas a tangible net worth not less than such amount; and(b)
the proposed assignee assume in writing all of Tenant's obligations under this Sublease.
29.5.7 If Tenant or the trustee intends to assume and/or to assign Tenant's rights under this Sublease,
Tenant or the trustee shall provide Sublessor with thirty days prior written notice of the proposed
action, separate from and in addition to any notice provided to al l creditors.Notice of a
proposed assignment and/or assumption shall state the assurance of prompt cure. compensation
for loss,and assurance of future performanee to be provided to Sublessor.Notice of a proposed
assignment shall also state: (a)the name. address,and federal tax identification numbers and
registration numbers of the proposed assignee; (b)all of the terms and cond'itions of the
proposed assignment; and(c)the assignees proposed adequate assurance of future performance
to be provided to Sublessor.
29.6 Interest.All Rent and other sums payable to Sublessor by Tenant under this Sublease not paid when
due shall bear and Tenant shall pay interest from the date tkey are due until they are fully paid at the
rate of 18%per year or, if applicable, such lower rate,if any,as is the highest rate permitted by Law.
taking into account all the provisions of such Law. ineluding but not limited to that differentiate based
on the nature of the parties and those that differentiate between transactions for personal,family or
household use and other transactions.
29.7 Rights and Remedies Cumulative. Sublessor's rights and remedies provided in this paragraph 29 and
elsewhere in this Sublease are cumulative with and in addition to each and also to such other and
further rights granted to Sublessor by Law.The exercise of one right or remedy shall not be deemed to
be or otherwise operate as an election that excludes Sublessor's exercise at any time of a different or
inconsistent right or remedy. Sublessor's failure at any time to exercise any right or remedy it has
under the terms of th.is Sublease or by law shall not be deemed to be or otherwise operate as waiver by
it of its right to exercise such right or remedy or any other right or remedy at any other or future time,
whether for the same, a similar,or a different event or circumstance.
30.HOLDOVER If with Suble.ssor's con.sent Te.nant holds over after expiration or ternunation of this
Sublease, sub tenancy shall be a month-to-month tenancy which may be terminated in accordance with
applicable Law and Tenant shall pay to Sublessor the same Rent and other sums payable to Sublessor as last
applicable under this Sublease and shall. otherwise be bound by all applicable provisions of this Sublease
consistent with a month-to-month tenancy including without limitation those which survive expiration or
termination; provided. however that effective on the day after the Te.rm expired or was otherwise terminated
the Base Monthly Rent and the Security Deposit shall each increase to two hundred percent of the Base
Monthly Rent payable on account of the last full calendar month of the Term.
31. POSSESSION.If for any reason whatsoever Sublessor is not able to tender possession of the Premises at
tlie time for commencemerit of the Teiui. neither Sublessor nor its agent shall be liable for any d.amage
caused thereby,nor shall this Sublease thereby become void or voidable,nor shall the Term be in any way
extended. However, as Tenant's sole and exclusive rights and remedies on account thereof,Tenant shall not
be liable for any Rent until such time as Sublessor tenders possession and Tenant may terminate this
Sublease by not less than thirty days'prior notice to Sublessor unless Sublessor tenders possession before
the end of such time.
32.NOTICES.Any notice provided for in or otherwise related to this Sublease to be given by one party to the
other shall be in wrifing and shall be sufficient if given either by personal delivery to or by first class,
postage prepaid.United States mail to Sublessor's Notice address or Tenant's Notice Address,as the case
inay be, or to such other single subsYitute address(which shall the.ieafter be the party's Not:ice Address)as
may be designated by notice to the ot�er party or, in the case of Tenant,to the Premises. "Notice"includes
without limitation a demand or a request.Notices that are mailed shall be deemed given on the date mailed.
At the option of the sender,mailed nofices may be mailed registered or certified mail with return reeeipt
requested.Notice given by Sublessor to any one or more of those jointly and severally liable on Tenant's
obligations under this Sublease sha.ll be effective as notiae given to all such persons. Notices that a..re sent
and received by courier or messenger service shall be considered to have been personally delivered when
reeeived.Notices that are sent and received in eomplete form by electronic facsimile devices shall be
considered to have been personally delivered when sent if the sending party receives a written send
verification on its facsimile device. The preeeding sentence does not obligate any party to accept a facsinlile
transmission. "Facsimile transmission" is a method of encoding a written document into data at a
transmitting station,transmitting the encoded data electronically, and decoding the transmission to reproduce
a paper copy of the document at the receiving station. including but not limited to any graphic material on
the original document, such as signatures, drawings,notes,photographs,and the like. The method of
electronic communication commonly known as "e-mail'is not a facsimile transmission(even if aceompariied
by an attachment)and is not an acceptable means of giving notice.
33. TENANT INIPROVEMENTS AND ACCEPTANCE.Unless expressly provided otherwise in the Tenant
Improvement Rider attached to this Sublease, if any, Sublessor has no obligation to make or pay for any
improvements to or other alterations of or to do any other work to the Premises for Tenant's benefit at or
before commencement of the Term("Tenant Improvements"). lf Sublessor has no such obligation. then
Tenant acknowledges it has inspected the Premises and accepts them in.their current condition, as is. If a
Tenant improvement Rider is attached hereto that includes an obligation of Sublessor to make or pay for any
Tenant Improvements. then Tenant acknowledges it has inspected the Premises and accepts tliem in their
current condition subject to modification substantially in accordance with Sublessor's obligation to make or
pay for one or more Tenant Iinprovements as provided in such Rider. NO REPRESENTATION OR
WARRANTY IS MADE BY SUBLESSOR OR BY ANY OF ITS OFFICERS,EMPLOYEES OR
AGENTS REGARDING THE CONDITIONS OF THE PREMISES,THE PROPERTY,THE
PARI�NG GARAGE, OR THE STATION OR ANY PART OF ANY OF THE FOREGOING OR
THE SUITABILITY OF ANY OF THE FOREGOING FOR TENANT OR FOR THE PERMITTED
USE.
34.BROKERS. Ten.ant represents to Sublessor that Tenant h.as not made any agreement for payment of any
commission: finder's fee, or other compensation to any real estate broker, sales agent. leasing agent, or other
third party in connection with this Sublease and agrees to defend,indemnify, and hold harmless Sublessor
from and against any such claim based on an allegation of any such agreement by Tenant.Tenant further
represents to Sublessor that Tenant has not dealt with any real estate broker, sales agent, leasing agent, or
other third party connection with this Sublease.
35. TENAT'S REPRESENTATIONS. N/A
36. TRASFER OF LANDLORD'S INTEREST.This Sublease shall be assignable by Sublessor without the
consent of Tenant, including but not limited to assignment to a faster Subtenarit as permitted under
paragraph 27. In the event of any transfer or transfers of Sublessor's interest in the Premises or in the event
of any transfer or transfers of Sublessor's interest in this Sublease, other than a transfer for security purposes
only,upon the assumption of Sublessor's obligations under this Sublease by the transferee.Tenant shall
attorn to the transferee and Sublessor shall be automatically relieved of obligations and liabilities accruing
from and after the date of such transfer, except for any security deposit or prepaid rent retained by Sublessor
and not delivered by it to the transferee.
37. MISCELLANEOUS.
37.1 Tenant shall not be required to provide to Sublessor copies of Tenant's most recent financial statements
and tax returns.
37.2 Light.View a.nd Air.Tenant has not been granted an easement or other right for,and Sublessor has not
otherwise guaranteed and is not obligated to maintain,the present status of, light, air or view to or from the
Premises from any property whatsoever, including but not limited to the Plaza or any other part of the Station.
Any diminution or shutting off of light,air or view by any structure which may be erected anywhere(included
but not limited to the Station, adjacent to the Station, or in the vicinity of the Station) shall in no way affect this
Sublease or Tenant obligations under this Sublease or impose any liability on Sublessor. Sublessor does not
guarantee and shall not be required to maintain the present status of light, air,or view of the Premises over any
part of the Property nor the present status of light, air, or view of any part of the Property over any property
adjoining or in the vicinity of the Property.
37.3 Waiver. Sublessor's failure to insist on strict performance of any provision of this Sublease or of
Sublessor's Rules and Regulations shall not be construed or operate as a waiver of Sublessor's right to insist on
strict performance of any other provision at all times or of strict performance of such provision in the future.
Sublessor shall not be deemed to have waived its right to strictly enforce any provision of this Sublease or of
Sublessor's rules
unless such waiver is expressly contained in a writing signed by Sublessor. Sublessor's acceptance of Rent or
any installment of or on account of Rent or any part of Rent from Tenant or its assignee or other successor after
any default by Tenant or its assignee or other successor shall not constitute a waiver of any such default or of
any other default.
37.4 Su.blessor's Con.sent. Sublessor's consent given in any one instance shall not constitute eonsent to or
dispense with the necessity of obtaining Sublessor's consent to any other or subsequent instance whether of the
same or different kind.
37.5 Attorneys Fees And Costs. If Sublessor brings any action arising under this Sublease against Tenant or if
Tenant brings any action arising under this Sublease against Sublessor,then the other party shall pay the
reasonable attorney's fees and costs and all other expenses incurred by the prevailing party in connectiori with
sueh action, including.without being limited to,the costs and fees of consultants,experts,and witnesses.
"Action"includes arbitration, if arbitration is required by law or agreed by the parties, and appeals.
37.6 Joint And Several Liability. If Tenant is a partnership or joint venture or if Tenant is more than one
person,then all the general partners,joint venturers, or persons(in this paragraph called"such persons") shall
be jointly and severally liable for the payment and performance when due of all Tenant's obligations under this
Sublease and the agreernent or other act or omission of any one or more but less than all of such persons is the
act of the Tenant and is binding upon all of such persons accordingly regardless of whether the other such
persons authorized,consented to or ratified such agreemerit or other act or omission and "regardless of whether
the other such persons liave specifically refused or withheld such authority or consent. In addition, notice to or
demand on any one or more but less than all of such persons shall be considered the same as notice to or
demand upon all such persons.
37.7 Deposit Against Costs To Be Incurred. If Sublessor agrees or elects to do any act at Tenant's cost or
expense,then:
37.7.1 Tenant shall be obligated to reimburse Sublessor all of Sublessor's costs and expenses of doing the act
within fifteen days after receipt of Sublessor's invoice therefor; and
37.7.2 At any time and from time to time Sublessor may(a)require Tenant to deposit with Sublessor in cash the
amount estimated by Sublessor to be required to pay the costs and expenses of such act or,if applicable,to pay
the costs of completing such act andlor(b) Sublessor may require Tenant to provide security for or other
assurance of payment when due, all in form and substance satisfactory to Sublessor in its absolute discretion. If
Sublessor makes such an eleetion under subpart(b) of the preceding sentence,then without liability to Tenant
Sublessor may delay commencement of the act or suspend further performance of the act until Tenant makes
such deposit and/or provides such security or assurance.
37.8 Tenant's Expenses.Where under the provisions of this Sublease Tenant is required to perform, or given
an election to perforin, an act at its expense,Tenant shall pay when due all of the costs and expenses of such
act. For the purposes of the preceding sentence; if some part or parts of the total cost and expense of the act is or
are due at different times than others. then Tenant shall pay each part when it is due.
37.9 Heirs and Assigns.This Sublease shall apply to and be binding upon Sublessor and Tenant and their
respective heirs, executors,administrators, successors and assigns.
37.10 Governing Law. This Sublease shall be governed by and construed and enforced according to the Laws
of the State of Washington.
37.11 Memorandum of Sublease.This Sublease shall not be recorded. However, Sublessor and Tenant shall,
promptly after others request, execute and record a memorandum of Sublease in recordable form that identifies
Sublessor and Tenant,the Commencement Date,the Term(including any options to extend)and a description
of the Premises.
37.12 Submission of Sublease Form Not an Offer.One party's submission of this Sublease to the other for
review shall not constitute an offer to lea.se the Premises. This Sublease shall not become effective and binding
upon Sublessor and Tenant until it has been fully signecl by both Sublessor and Tenant.
37.13 Authority of Parties. Any indiyidual signing this Sublease on behalf of an entity represents and
warrants to the other that such individual has authority to do so and,upon such individual's e.xecution,that this
Sublease shall be binding and enforceable against the party on behalf of whom such individual is signing.
38. ENTIRE AGREEMENT. This Sublease, including the Eachibits and Riders attached hereto, constitutes
the entire agreement between parties concerning the subje¢t matter hereof and supersedes and replaces all
contemporaneous and prior negotiations,representations,understandings and agreements related thereto,
including but not limited to any proposals,offers, and letters of intent. Capitalized terms that are used in the
EJchibits and Riders attached hereto have the same meaning as given to such terms in this Sublease.The
following Exhibits and Riders are attached hereto:
38.1 Exhibits:
Exhibit A Floor Plan Outline of the Premises
Exhibit B Legal Description
Exhibit C Site Plan of Auburn Transit Station
Exhibit D Rules and Regulations
Exhibit E Master Sublease
Exhibit F Commercial Parking Area
BY THERE SIGNITURES BELOW, OWNER AND TENANT AGREE TO TI�E TERMS AND
CONDITIONS HEREIN AND CERTIFY THE PROVISIONS OF THIS CONTRACT WERE MUTUALLY
NEGOTIATED.
TENANT: SUBLESSOR:
�
ame: N c Backus ame
��►VD�- ��/uJor
Title• Title
'��24�a1 .�-�5�—�7
Date Date
� �+i�5 �
..�,��-;-;. �� �-�`f
Exx�iT A
Outline of the Premises
j � � � i �
�
�.� �� � �: �.: � �. � �►
�
�
. . ;
�
.__� � I
s
; �-� 3 ,r, ;;;,;%%�':'�'r;�',� ,
f �i L .-f-,r,/; 'f jr`,,' i
� ��/ � ', /�!
1 ' �
� �1�
� �i �,
1 . � ,. / .; '� : : !
� r ` . :
�� : � ,
�1�`
C� � � �' � `�T`
b � ' �
t —���
� ! �y ,� . �
ti (
t
;
. �
t � � �� ,
� �
EXHIBIT B
Legal Description
That certain parcel of land situated in the City of Auburn,County of King, State of Washington,being all of Block
4 of the Town of Slaughter as shown on a plat thereof recorded in Volume 2 of Plats, at Page 56,records of said
county, and that portion of the street vacated by Ordinance Nos.481,483 and 493 of said city, described as a whole
as follows:
BEGINNING at the northeast comer of said Block 4, said corner being the intersection of the southerly margin of
First Street SW(60.00 feet wide)with the westerly margin of"A" Street SW(60.00 feet wide); thence along the
northerly line of said block and said southerly margin of First Street SW,and its westerly extension,North
89°OS'36" West 234.84 feet to the easterly line of The Burlington Northern and Santa Fe Railway Company Right-
of-Way; thence along said easterly line, South 00'40'12" West 96.19 feet to the beginning of a tangent curve
concave easterly and having a radius of 17138.74 feet;thence continuing along said easterly line and along said
curve southerly 164.42 feet through a central angle of 00°32'S9" to the westerly extension of the northerly inargin of
Second Street SW(60.00 feet wide); thence along said westerly extension and the southerly line of said block,
South 89°OS'36" East 232.85 feet to the southeast comer of said block and said westerly margin of"A" Street SW;
thence along the easterly line of said block and said westerly margin.North 00°56'04" East 260.60 feet to the
POINT OF BEGINNING.
NOTE;THE FOREGOING LEGAL DESCRIPTION INCLUDES (a)ALL THE REAL PROPERTY ON WHICH
ALL THE PARKING GARAGE AND SOME OF THE PLAZA ARE LOCATED, (b} SOME REAL PROPERTY
WHICH IS PART OF THE STATION BUT ON WHICH NO PART OF THE PARKING GARAGE OR THE
PLAZA IS LOCATED BUT(c)DOES NOT INCLUDE ALL OF THE REAL PROPERTY ON WHICH TH_E
PLAZA IS LOCATED. WHEN AN ACCURATE I,EGAL DESCRIl'TION OF THE REAL PROPERTY ON
WHICH ONLY THE PARKING GARAGE AND THE PLAZA ARE LOCATED A NEW EXIDBIT B
CONTAINING SUCH DESCRIPTION SHALL BE SUBSTITUTED FOR THE FOREGOING LEGAL
DESCRIPTION.
EXHIBIT C
Site Plan of Auburn Transit Station
� � l �. ���� �� � �� { iIj = a
. , �� '6 �0� ��� �; ` � • � � � _
� �;
_ $� � 9,t��;� I�j � ��� � I �
� � � t �� l ,
` � � ! �
3 � s�� �,� �I(�i�i ��o �� :;� � ��
M T�
T'��� � J
� � � ' � �� �� �
��
1 r
1 � p
�� _ ' � O
�,,�' � - �i1: o �.:;---�- � v
� � � .�- It � 1� ia { P. �� �
� :: : D �, j. � �
. �� :, j � �. o ► :
"- j�����: •4 6 � ' i
;t:: �'�; �f. ,�
�'��.� .;��.�i= t. .. , �:,
8� 1�-� ,
� , '�� l ;If.,►,'/�'�.
� � �'•.R' ^^- ,� .v •,o r �
1 •a"' � �� '� •�4 .�•• • • L • � t
� . y �f ��� 1 A„ �• 3
r. 2' �. t `�».. �:.. �
_�.7 .c � ./"?'�`..,�... ,lieei u i ;' {
'e� :� � .�. t f c,..rq �:!• ��u r � '� � .
r, ; , �� � `f ; .,n���, . •�.���r . � � ;�
. ! : c. � n� _� ^ e �
; . : � �i ' - � � :a
j I. I _ r � � _ J• �M � .:�
�� '� .:� � � �j �� '� t
' e ���' =� :r ����� �r Q `� �
° �� - - ��:� .
� � * �' � � - ! �
o �±� t,� . � �
� � ♦ o
i �g ' .� _� �
� j. I� 1 L�:taw—.e—'� �oe.� ^"'t
i � �� �'�i�,
' ` t. t ��; �� � i g I� '� ;����'�
e "� ; f � lil�,.�
t�; .• �°� `� f
., ��. : � �`��
.. . . �'' �`... � :��--.L ��._�..=__....,�..,�...
. `�� ;, � - - .h;�-� � ��,�-:�``—` �
+i it ' `�,���y +�, ', �j: �.:� _ -" ." ... . .� . ..-f-; �
;w �t �;: ���=: �..._,.....,,...,;,,,w,.. `` ; `�
4��� �`
EXHIBIT D
Rules and Regulations for the C.ommercial Tenant Area
at the Parking Garage of the Aubu.rn Transit Station
1. Smoking of tobacco or any other substance and use of any tobacco product anywhere inside any part of the
Parking Garage is prohibited.
2. Tenant shall not make or pernut to be made any duplicate keys,key cards or other operating devices for any
lock or other security device provided by Sublessor or by Sound Transit in the Premises or the Parking Garage.
If more than one key, key card or operating device for any such lock or other security device is desired, subject
to Sublessor's prior consent concerning the number, such additional keys or operating devices shall be provided
by Sublessor at Tenant's expense.
3. Furniture, freight, supplies, equipment, and other prop.erty of any kind which are not carried by hand by one
person shall be brought into,moved about in, and removed from the Property only at the tirnes and in the mariner
reasonably permitted by Sublessor. Any such property which is not carried by hand shall be moved using hand
trucks equipped with rubber tires and rubber side guards and Sublessor may also re.quire use of protective covering
for ca.rpets, tile, and other floor coverings. All damage done to any part of the Station by Tenant; its employees,
agents, suppliers, or furniture and equipment movers in bringing into, moving about in, or removing from the
Property any personal property shall be repaired by Sublessor at Tenant's expense.
4. Tenant shall not and shall not pernut any of its employees, agents, invitees,customers, licensees,permittees
or contractors to obstruct any of the driveways, entryways,or corridors of the Parking Garage and Tenant shall
not use any of such facilities for any purpose except ingress or egress to and from the Premises. Tenant shall not
bring into or keep within any part of the Premises any animal,bird;bicycle,or other type of vehicle and shall
not permit any of its employees, agents, invitees,customers, licensees,permittees or contractors to do so.The
preceding sentence does not apply to animals trained to assist and actually assisiing persons with a disability. ,
5.Tenant shall not use or pernut to be used in the Premises or Parking Garage or about the Station anything that
is dangerous to life or limb; nor in any manner deface or injure ariy part of the Property or the Station; nor
overload any floor or other part thereof,nor permit any noise or odor to escape or be emitted from the Premises.
6.Tenant shall insure that all water faucets or water apparatus and electrically powered devices(except security
devices) are turned off when Tenant or its employees leave the Premises, so as to prevent waste or damage.
Tenant shall be responsible for any damage to any part of tlie Property and any contents therein and for all
damage or injuries sustained by other persons in or about the Property or the Station arising from Tenant's
failure to observe this provision. I
7. Tenant, its employees, agents, invitees, ¢ustomers; licensees,permittees and contractors shall obey all traffic I
and parking regulations and restrictions posted by Sublessor or by Sound Transit in the Parking Garage and I
anywhere else in the Station. �
8. The toilets,urinals, sinks, and other apparatus in the restrooms and elsewhere in the Parking Garage sha11 not
be used for any purpose other than for which they were con.structed and no foreign substance of any kind
whatsoever shall be thrown or disposed of therein.Without limiting the generality of the preceding,no feminine
sanitary devices, cigar or cigarette butts, coffee grounds or other kitchen waste,or any paper goods except toilet
paper shall be disposed of in or flushed down any urinal or toilet.Tenant shall pay all expenses of correcting or
repairing any breakage, stoppage, or damage resulting from violation of this provision by Tenant or any of its �
employees, agents, invitees, customers, licensees,permittees or contractors.
9. Except as provided in this paragraph,Tenant shall place all its refuse,garbage, and other material Tenant �
desires to discard shall be placed in the dumpster or dumpsters provided by Sublessor for the Property. If.at any
time Tenant has material to be discarded that is not normal(in size,type, volume, or otherwise)to day-to-day
operation of its business in the Premises,Tenant shall ixnmediately notify Sublessor, In such cases, Sublessor
shall have the right, at its election,to require Tenant either to immediately and at Tenant's expense remove such
d'iscards from the Property and the Station. Except with Sublessor's prior consent,Tenant shall not place any
material to be discarded next to Sublessor's dumpsters or anywhere else in or about the Property except in
wastebaskets in the Premises.Tenant shall not,and shall not pernut any of its employees,agents,visitors,or
contractors to, attempt to
diseard any refuse,garbage, or other material through refuse removal furnished by Sublessor at the Property
except that which is generated by Tenant at the Prernises in the ordinary course of Tenant's use thereof.
However,Tenant shall not,and shall not permit any of its employees, agents,visitors, or contractors to, attempt
to dispose of any hazardous, toxic, or dangerous substance or waste through refuse removal furnished by
$ublessor:
10. Tenant shall not use or keep or permit to be used or kept in or about the Premises,the Parking Garage,the
Property or the Station any kerosene, gasoline, or other inflammable or combustible fluid or material, or use any
method of heating or air-conditioning other than that furnished by Sublessor.
11. Sublessor will direct electricians and other installers as to where and how wires, cable, and conduit for
eleetric service,telephone service,and other communications services(including but not limited to audio,
video, electronic,and Internet communications) and any pipes for water, sewer or gas are to be introduced to
the Premises,the Parking Garage and the Property. Tenant shall not do or pernut any boring or cutting for
wires,cable;eonduit,or pipes without Subles.sor's prior written con.sent.The location and inanner of a.ffization
of outlets,jacks, and other connections for telephone,call boxes,and other electric, electronic,communications,
data processing and office equipment affixed to any part of the Premises or the Parking Garage Building shall
be subject to Sublessor's prior approval. Without Sublessor's prior consent,Tenant shall not install anywhere in
or about the Premises or the Parking Garage any antenna,receiving dish,transmitter,or other device for
transmission or reeeption of any form of wireless communication.
12.Without Sublessor's prior written consent,Tenant shall not lay or permit to be laid any linoleum,tile,
carpet,or other floor covering so that the same is affixed in any manner to the floor or subfloor of the Premises.
Tenant shall pay Sublessor's expenses of repairing any damage resulting from a violation of this rule and of
removing and replacing any floor covering l.aid by Tenant,
13.In case of mob,riot,public excitement,other eommotion or disorder, or other emergency, Sublessor has the
right,but not the obligation,to attempt to prevent access to the Property during the continuanee of the same by
locking the doors or otherwise.
14.Without Sublessor's prior written consent,no vending machine or any other machine activated by insertion
of coins,other money,or credit or other access cards or devices bearing any coding devise shall be placed,
maintained, or operated anywhere in the Parking Garage.
15.Tenant shall not and shall not permit any of its employees,agents, visitors, or contractors to cook or
otherwise prepare food on the premises.This rule does not prohibit the use of coffeemakers or similar applianee
to prepare coffee or hot water for tea or the use of microwave ovens to heat previously prepared food.This rule
also does no9t apply where the Permitted use includes preparation of food for consumption on or off the
Fremises by Tenant's customers.
16. Sublessor has the right but not the obligation to exclude or expel from the Property any person who is
intoxicated or under the influence of any alcoholic beverage or any drug,who is abusive to,threatening,
harassing,annoying,or otherwise disturbing any other person in or about the Property, or who is violating any
of these Rules.Tenant shall not pernut ant such person who is one of the Tenant's employees,agents,invitees,
customers,incenses,permittees or contractors to be or to remain in our the Property.
17. From time to time in its discretion Sublessor may amend,add to, delete from,or otherwise change these
Rules provided that any ehange shall not be inconsistent with Tenant's rights under its sublease, Each such
change shall be effective when made in writing and notice thereof given to Tenant in the manner specified in
Tenant's sublease for the giving of notice.
18.Capitalized terms used in these Ru.les that are defined in Tenant's sublease have the same meaning as
provided in such sublease. Wherever in these rules Sublessor's consent or approval is required, Sublessor may
in its discretion refuse or condition such consent or approval.
19. Sublessor shall provide Tenant access to the Garage Monday through Friday, 7 AM— 10 PM and Saturday,
7 AM—6 PM.
EXHIBIT E
1Vlaster Sublease
Tenant hereby acknowledges a receipt of the Master Sublease Agreement
�
Teriant:
� � �� �
-�SS'� C:'�� 'A���
EXHIBIT F
Commercial Tenant Parking
cora+�Rc,a.
fENAN1 AREA
� b "+ 8� b� I � —
� ��i'
�
� CommercidT.oenlPmiting` . .
i i
i i
1� ��
n 6 S ea 'i
Vi � i
/ �
ELEC7RJGCl '
�a l� � vnu.r Roori �
� i a �
i p � . . _�
� � � � �
� b �
;
`
3
_;
,
ca�o�aciu t�arr a�a ;
,
. . . . . . . . . �
...i
. ` .
,
�
,
1 �� �� ,� � � �.�
l���i 1����J l���J 1���..J l��J t����J i��`�/L����/L����!
� 1 ��
AUBURN 9TATION PAFqQNB QAAA(�E
�,�
mo noa
a
G
a 4 - jj
�
"� ai
h
� Q aB
[ X
� a
x-co��r�n rdc;na c,�s sau�r°��)
X C'>
x
� 1 �$�OND!171IRD FL� .
AUBIRiN STAT1011 PAi�ONB QARA3E
� 1ST ADDENDUM TO THE SUBLEASE
BETWEEN GAMBINI AND THE CITY OF AUBURN
THIS ADDENDUM is made and entered into this ��day of March
,
2018_, by and between Harold Gambini (hereinafter referred to as "Sublessor"), and the
CITY OF AUBURN, a municipal corporation of the State of Washington (hereinafter referred
to as the "Tenant"), and as an addendum to the Sublease between the parties for commercial
space located on the ground floor of the Auburn Transit Station parking garage, address 110 2nd
Street SE Suite 145 Auburn, Washington with said sublease commencing on the 1 St day of
April , 2017.
RECITALS
A. By that certain Sublease dated June 26, 2002, Tenant, leased from Central Puget Sound
Regional Transit Authority, regional transit authority organized and existing under
Chapters 81.104 and 81.1.13 Revised Code of Washington("Sound Transit"), certain
property located in the City of Auburn. Such Sublease,herein referred to as the"Master
Sublease"is attached as Exhibit E of the Sublease between Harold Gambini and the City
of Auburn.
B. By that certain Sublease dated September, 7, 2007, Harold Gambini entered into a
Sublease with the City of Auburn for the Cominercial Tenant Area as defined in the
"Master Sublease"along with 42 parking spaces in the Parking Garage.
C. On July 19, 2016 City Council adopted Resolution 5245 allowing for the City of Auburn
to enter into a Partnership Agreement with the Port of Seattle accepting up to $65,000
with a City one dollar for every two dollars accepted to be used for eligible activities.
D. October 17, 2016 the City of Auburn and the Port of Seattle entered into a Partnership
Agreement which among other things identified leasing commercial space to open up a
business incubator as an acceptable use of the Port of Seattle grant funds.
E. March 24, 2017, Harold Gambini ("Sublessor"j entered into a Sublease with The City of
Auburn("Tenant") to utilize the commercial space as a business incubator for a term of 1
year commencing on April 1, 2017 and expiring on March 31, 2018.
F. November 15, 2017 City Council adopted Resolution 5327 allowing for the City of
Auburn to enter into a Partnership Agreement for a 2nd round of funding utilizing the
sarne financial parameters as the first.
G. December 4, 2017 the City of Auburn and the Port of Seattle entered into a Partnership
Agreement for"Round 2"which among other things identifies funds from the grant to be
utilized for extending the lease of the business incubator for another 1 year term.
NOW THEREFORE in consideration of their mutual covenants, conditions and promises,
the PARTIES HERETO HEREBY AGREE to the follow amendments of the Auburn Station
Sublease:
• This Sublease shall be extended by one (1) year beginning April 1, 2018. The expiration
date as describecl in paragraph 1.6 shall be March 31,2019
First Amendment to Sublease Agreement between Harold Gambini and The City of Auburn Page 1
• Paragraph 1.7 shall be amendeci to read that the Tenant does have the right to extend.
• The Base Monthly Rent as described in paragraph 1.8 shall remain the same ($1,925.00)
for this term.
s Upon execution of this addendum, Tenant shall pay to the Sublessor the sum of Twenty-
Six Thousand Eight Hundred Seventy One dollars and no cents ($26,871), whieh shall
constitute the base monthly rent and estimated CAM charges, excluding the Sound
Transit pass through expenses for the entire 12 month term beginning April 1, 2018 and
expiring on March 31, 2019.
ALL OTHER TERMS AND CONDITIONS AGREED TO IN THE SUBLEASE BETWEEN
HAROLD GAMBINI AND THE CITY OF AUBURN DATED MARCH 24, 2017 AND
COMMENCING ON APRIL 1, 2017 SHALL REMAIN THE SAME.
SUBLESSOR: TENANT:
L_
N e: Haro bini ame: N ackus p,�
�/
3- 2��y �� 2� � I �i
Date: Date:
S�u44�.EssQ 2 ��,Uelr'
Title: Title:
First Amendment to Sublease Agreement between Harold Gambini a.nd The City of Auburn Page 2