HomeMy WebLinkAbout5751 (2)RESOLUTION NO. 5751
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
EXECUTE AN AGREEMENT BETWEEN THE CITY OF
AUBURN AND THE CENTRAL PUGET SOUND REGIONAL
TRANSIT AUTHORITY ESTABLISHING AN ACQUISITION
PROCESS FOR PARKING PROPERTY INTERESTS
APPURTENANT TO ONE MAIN STREET PROFESSIONAL
PLAZA CONDOUMINUM.
WHEREAS, the Central Puget Sound Regional Transit Authority, also known as "Sound
Transit,"is pursuing the Auburn Station Parking and Access Improvements project(the"Project")
within the boundaries of the City of Auburn,to provide enhanced access to Sound Transit's Auburn
Sounder station for the benefit of residents of and visitors to the City of Auburn and surrounding
communities; and
WHEREAS, Sound Transit is in the process of acquiring certain privately-owned real
property legally described on Exhibit A hereto (the "Property") for the purpose of building a new
parking garage (the "Parking Garage") as a major component of the Project. The Property is
currently improved with a surface parking lot and is owned by Lexi LLC; and
WHEREAS, the City is the owner of Units 200 and 300 ("Condo Units') of One Main
Street Professional Plaza Condominium(the"Condominium"),which it uses for offices for certain
departments of the City; and
WHEREAS,by virtue of its ownership of the Condo Units,the City is the owner of certain
real property interests in and to the Property, in the form of an undivided interest in a permanent
parking easement agreement and first amendment thereto ("Parking Easement"), and a certain
parking-related Limited Common Element of the Condominium assigned to the Condo Units
Resolution No.5751
December 18,2023
Page 1 of 4
Parking LCE"), that together provide for the rights to access and use of a total of 113 parking
stalls on the Property (the"Property Parking,Interests"); and
WHEREAS, the Property Parking Interests are appurtenant to the Condominium and its
Limited Common Elements, and are used for parking of City utility and fleet vehicles and by City
employees whose offices are in the Condo Units; and
WHEREAS, the One Main Street Professional Plaza Condominium Association (the
Association"), is an association of owners of the Condo Units responsible for administering the
Condominium Declaration; and
WHEREAS,under the Condominium Declaration,the owner of a condominium unit may
convey its Limited Common Elements upon a vote of at least 67%of the voting interests of the
Association; and
WHEREAS, the City holds 60.84% of the voting interests of the Association, while other
entity interests include, the Auburn Professional Plaza, LLC ("APP"), holding 31.50% of the
Association voting interests and Cyrus I. Goldin and Geraldine Goldin, Trustees of the Golden
Family 2011 Trust, dated September 8,2011 as amended("Goldin Family Trust"),holding 7.66%
of the Association voting interests; and
WHEREAS, Sound Transit has initiated lawsuits seeking to exercise the power of eminent
domain to acquire the Property from Lexi and the parking interests appurtenant to Condo Units
owned by APP; and
WHEREAS,to date,Sound Transit has not sought to exercise the power of eminent domain
to acquire the Property Parking Interests owned by the City; and
Resolution No.5751
December 18,2023
Page 2 of 4
WHEREAS,the City and Sound Transit have been negotiating a voluntary conveyance of
the City's Property Parking Interests to Sound Transit but,to date,APP has not voted to authorize
the conveyance; and
WHEREAS, under the prior public use doctrine, which is generally applicable between
entities like the City and Sound Transit possessing equally delegated powers of eminent domain,
a condemnor may not condemn property already being used for a public purpose; and
WHEREAS,the City and Sound Transit disagree whether the doctrine of"prior public use".
applies to the Property and Property Parking Interests so as to bar Sound Transit from utilizing the
power of eminent domain to acquire property owned by a public entity and used for public
purposes; and
WHEREAS,the City and Sound Transit desire to agree upon a process by which the value
of the Property Parking Interests may be expeditiously determined,the Property Parking Interests
acquired by Sound Transit, and the City's rights protected with respect to application of the prior
public use doctrine.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, RESOLVES as follows:
Section 1. The Mayor is authorized to execute an Agreement between the City and the
Central Puget Sound Transit Authority, which agreement will be in substantial conformity with
the agreement attached hereto.
Section 2. The Mayor is authorized to take such further steps and implement such
administrative procedures as necessary to implement and carry out this Resolution.
Section 3. This Resolution will take effect and be in full force on passage and
signatures.
Resolution No.5751
December 18,2023
Page 3 of 4
Dated and Signed: itavitavtA 120'
CITY OF AUBURN
ANCY ' ' ,MA OR
ATTEST: P' • I .. I. ORM:
Shawn Campbell, MC, City Clerk
Harry71:rrting V ity Attorney
Resolution No.5751
December 18,2023
Page 4 of 4
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This AGREEMENT (“Agreement”) is made and entered as of the later of the Parties’ signatures
below (the “Effective Date”), by and between CENTRAL PUGET SOUND REGIONAL
TRANSIT AUTHORITY, a Washington regional transit authority (“Sound Transit”) and the CITY
OF AUBURN, a Washington municipal corporation (the “City”). This Agreement is and shall be
effective as of the date last signed below (“Effective Date”). Sound Transit and the City may be
referred to individually as a “Party” or collectively as the “Parties.”
Recitals
A. Sound Transit is pursuing the Auburn Station Parking and Access Improvements
project (the “Project”) within the boundaries of the City of Auburn, to provide enhanced access to
Sound Transit’s Auburn Sounder station for the benefit of residents of and visitors to the City of
Auburn and surrounding communities; and
B. Sound Transit is in the process of acquiring certain privately-owned real property
legally described on Exhibit A hereto (the “Property”) for the purpose of building a new parking
garage (the “Parking Garage”) as a major component of the Project. The Property is currently
improved with a surface parking lot and is owned by Lexi LLC (“Lexi”); and
C. The City is the owner of Units 200 and 300 (“Condo Units”) of One Main Street
Professional Plaza Condominium (the “Condominium”), which it uses for offices for certain
departments of the City organization; and
D. By virtue of its ownership of the Condo Units, the City is the owner of certain real
property interests in and to the Property, in the form of an undivided interest in a permanent parking
easement agreement and first amendment thereto (“Parking Easement”), and a certain parking-
related Limited Common Element of the Condominium assigned to the Condo Units (“Parking
LCE”), that together provide for the rights to access and use a total of 113 parking stalls on the
Property (the “Property Parking Interests”); and
E. The Property Parking Interests are appurtenant to the Condominium, and are used
by the City for parking of City utility and fleet vehicles and parking by City employees whose
offices are in the Condo Units; and
F. The One Main Street Professional Plaza Condominium Association (the
“Association”), is an association of owners of the Condo Units responsible for administering the
Condominium Declaration; and
G. Under the Condominium Declaration, the owner of a condominium unit may
voluntarily convey its Limited Common Elements upon a vote of at least 67% of the voting
interests of the Association;
H. The City holds 60.84% of the voting interests of the Association, while other entity
interests include, the Auburn Professional Plaza, LLC (“APP”), holding 31.50% of the Association
voting interests and Cyrus I. Goldin and Geraldine Goldin, Trustees of the Golden Family 2011
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Trust, dated September 8, 2011 as amended (“Goldin Family Trust”), holding 7.66% of the
Association voting interests; and
I. The City and Sound Transit have been negotiating a voluntary conveyance of the
City’s Property Parking Interests to Sound Transit but, to date, the Association has declined to vote
to authorize the conveyance; and
J. Sound Transit has initiated lawsuits seeking to exercise the power of eminent
domain to acquire the Property from Lexi and the parking interests appurtenant to Condo Units
owned by APP; and
K. To date, Sound Transit has not sought to exercise the power of eminent domain to
acquire the Property Parking Interests owned by the City; and
L. The City and Sound Transit disagree whether the doctrine of “prior public use”
applies to the Property and Property Parking Interests so as to bar Sound Transit from utilizing the
power of eminent domain to acquire the Property Parking Interests; and
M. The City and Sound Transit desire to agree upon a process by which the value of
the Property Parking Interests may be expeditiously determined, following which the City will
convey the Property Parking Interests to Sound Transit without delay or interference occasioned
by Association voting procedures, while allowing the City to preserve its rights concerning future
application of the prior public use doctrine to City-owned property interests.
N. The City and Sound Transit are parties to a current lease agreement pursuant to which
the City leases parking stalls in Sound Transit’s existing parking garage located at 110 2nd Street
SW, Auburn, WA 98001 (the “Existing Garage”). Sound Transit is willing to temporarily replace
the Property Parking Interests in the Existing Garage via a separate lease (the “Temporary Parking
Lease”), at no charge to the City subject to the terms and conditions contained herein and in the
Temporary Parking Lease attached hereto as Exhibit F.
Based on the foregoing Recitals, and in exchange of good and valuable consideration the
receipt of which is hereby acknowledged, and the mutual promises and obligations set forth below,
the Parties agree as follows:
Agreement
1. Initiation of Eminent Domain Action. Sound Transit will seek to acquire the Property
Parking Interests by filing a petition for condemnation in King County Superior Court
(“Condemnation Action”). The City waives any claim to receive certified mail notice under RCW
8.25.290 prior to the petition’s filing. Pursuant to RCW 81.112.080 and RCW 8.12.090, and
subject to the terms and conditions of this Agreement, the parties waive their rights to a jury or
bench trial for the determination of fair market value and/or just compensation, and in lieu of such
proceedings agree to utilize binding arbitration with limited discovery subject to the terms and
conditions of this Agreement set forth below. In the Condemnation Action provided for in this
section, and subject to the terms and conditions of this Agreement the City agrees not to assert the
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defense of the “prior public use” doctrine as a bar to condemnation or entry of a decree of
appropriation.
2. Pre-Filing Attorneys’ Fees. Sound Transit agrees to pay a portion the City’s pre-filing
reasonable attorneys’ fees incurred related to the Sound Transit project, not to exceed the sum of
Fifty Thousand Dollars ($50,000.00), subject to review and approval of reasonable invoices and
proof of City payment of fees incurred. In the event Sound Transit’s review results in a
determination that such invoices and/or proof of payment are not reasonable, the Parties shall
submit them to a mutually agreeable independent third party for review, whose determination as
to their reasonableness shall be conclusive and binding. Sound Transit’s payment of the fees shall
be made within sixty (60) days after the later of submission of the invoices and proof of payment
or, if applicable, a determination of reasonableness by the Parties’ designated third party.
3. No Admission or Precedent. The Parties agree that the recitals, agreements, and waivers set
forth herein are solely for the purpose of compromise related to this acquisition only and shall not
constitute an admission against interest by either Party. The Parties agree that the recitals,
agreements, and waivers do not constitute a precedent or other authority for acquisition of City-
owned property by eminent domain, and neither Party shall cite this Agreement or its
implementation as constituting such authority for acquisition in any future proceeding, except in
any action for enforcement of this Agreement. The Parties reserve all rights in regard to this
Section 3.
4. Determination of Public Use & Necessity. The Parties agree to stipulate to entry of an
order determining public use and necessity; provided, however, that the stipulated order shall also
reflect the substance of the provisions of Section 3 of this Agreement.
5. Possession and Use. After February 1, 2024, Sound Transit may request possession and
use of the Property Parking Interests by tendering demand for same along with an executed copy
of the Temporary Parking Lease, proof of installation of the signage, placards and other
improvements in the Existing Garage required by Section 5.1 of the Temporary Parking Lease .
Within thirty (30) business days of receipt of Sound Transit’s request, the City shall provide to
Sound Transit an executed copy of a stipulated order of possession and use in substantially the
form attached hereto as Exhibit G, and a countersigned Temporary Parking Lease. Not later than
ten (10) business days thereafter, Sound Transit shall deposit into the Court registry the amount of
$6.102 million dollars ($6,102,000.00). Per the terms of the stipulated order of possession and
use, Sound Transit’s possession and use of the Property Parking Interests shall be conditioned on
such deposit.
6. Determination of Fair Market Value / Just Compensation. In lieu of a jury or bench trial,
the Parties agree to utilize the following process for determination of fair market value and just
compensation for the Property Parking Interests:
i. Appraisal Exchange. The Parties have already exchanged appraisals and
review appraisals.
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ii. Reconciliation. The Parties shall make a good faith attempt to reconcile any
differences in valuation between them to determine the fair market value and
just compensation to be paid by Sound Transit for the taking and damaging of
the City’s Property Parking Interests. In the event the Parties are unable to agree
on the just compensation to be paid to the City, the Parties shall engage in
mediation before a mutually-agreed-upon mediator, who shall be a retired judge
or an attorney with not less than ten (10) years of experience handling, presiding
over, mediating, and/or arbitrating complex commercial litigation and/or real
property valuation disputes. Mediation shall be concluded by February 1, 2024
or such other date as shall be mutually agreed upon by the Parties. The Parties
shall split the cost of the mediator equally.
iii. Arbitration. If the Parties fail to reach an agreement on just compensation
to be paid to the City after engaging in mediation, the Parties shall jointly seek
a stay of the condemnation litigation and just compensation shall be determined
by binding arbitration before a single arbitrator, which arbitration shall be
concluded by April 1, 2024 or such other mutually-agreed date sufficiently in
advance of the case schedule trial date. The arbitrator, who shall be mutually
agreed upon by the Parties, shall be a retired judge with not less than ten (10)
years of experience presiding over, mediating, and/or arbitrating complex real
property valuation disputes. The arbitrator shall determine the just
compensation to be paid to the City for the taking and damaging of the City’s
Property Parking Interests. In so determining, the arbitrator shall apply such
legal resources governing real property valuation (including statutes, case law,
and treatises of the state of Washington, other states, or the United States), along
with real property appraisal standards and guidelines, that the arbitrator
determines in her/his reasonable discretion are analogous to determining just
compensation to be paid to a private property owner similarly situated. The
Parties shall split equally any initial administrative fees and costs of arbitration,
excluding attorneys’ fees except as provided herein. The Parties shall agree on
a reasonable scope of discovery to take place prior to the arbitration which shall
include, at a minimum, disclosure of the Parties’ respective witnesses to be
called at the arbitration hearing, depositions of each Party’s appraiser and other
expert witnesses, and depositions by a Party of any witnesses listed by either
party to testify at the arbitration hearing, along with production of all non-
privileged documents each appraiser reviewed or relied upon in formulating her
or his opinion to be proffered at arbitration, and other non-privileged documents
related to each party’s opinion regarding the damage or loss for the taking of
the City’s parking interests. Each Party shall be limited to no more than three
(3) hours of deposition testimony for any witness and no more than sixteen (16)
hours of cumulative deposition testimony, not including lunch breaks or rest
breaks. Provided, however, that the three-hour limit set forth herein shall not
apply to a Party’s deposition of the other Party’s appraiser. Any unresolved
disputes with respect to the reasonable scope of discovery shall be resolved by
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the arbitrator. Nothing herein either authorizes or prohibits discovery by Sound
Transit associated with any pending or future condemnation actions. At
arbitration, each party shall be limited to three (3) expert witnesses and five (5)
fact witnesses, including primary and rebuttal witnesses. The Parties shall
confer with the arbitrator to establish the specific procedures and deadlines
governing the arbitration. The arbitrator’s determination of just compensation
shall be final and conclusive to the maximum extent allowable under Chapter
7.04A RCW. Following conclusion of the arbitration, the Parties agree to
present to the Court a stipulated judgment and decree of appropriation,
providing for payment of the amount of just compensation determined by the
arbitrator, along with attorneys’ fees to the extent awarded. Relocation
payments shall be paid consistent with the provisions of Chapter 8.26 RCW and
the Uniform Relocation Assistance and Real Property Acquisition Act.
iv. Attorneys’ fees. Except as provided in Section 2 above, the arbitrator shall
award the City its reasonable attorneys’ and expert witness fees incurred in the
arbitration, (1) if Sound Transit fails to make a written offer of settlement to the
City at least thirty days prior to the start of arbitration; or (2) if the arbitration
award exceeds by ten (10) percent or more the highest written settlement offer
by Sound Transit in effect thirty days before arbitration. Provided, however,
that the City’s failure to stipulate to possession and use of the Property Parking
Interests within the time provided in Section 5 shall constitute a waiver of the
City’s right to an award of reasonable attorneys’ and expert fees.
v. Relocation and expenses. In addition to the obligation to pay the City just
compensation for the City’s property taken or damaged, Sound Transit shall be
responsible for the creation, installation, removal and distribution of signage,
placards, and other improvements associated with relocating the City’s 113
parking spaces into Sound Transit’s Existing Garage, in accordance with the
terms of the Temporary Parking Lease (Exhibit F) and at Sound Transit’s cost.
Sound Transit shall also, separately from payment of just compensation and in
accordance with RCW 8.26 and the Uniform Relocation Assistance and Real
Property Acquisition Act, 42 U.S.C. Ch. 61, reimburse Seller for its actual,
reasonable, and necessary costs incurred in relocating the 113 parking spaces.
7. Attorneys’ Fees. In the event of any litigation brought to enforce or interpret or otherwise
arising out of this Agreement, the substantially prevailing Party therein shall be entitled to an award
of its reasonable fees and costs, including attorneys’ fees, and paralegal fees incurred therein, in
the preparation therefor, and on any appeal or rehearing thereof; provided, however, that this
provision shall not apply to the arbitration contemplated in Section 6 (iii) other than as set forth in
Section 6 (iv). This section shall survive closing and/or termination of this Agreement.
8. Release. Sound Transit shall release and hold the City harmless from and against any and
all claims for injury, illness or death of any person(s) or for damage, loss, pollution or
contamination of any real or personal property, or attributable to the environmental condition of
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the property, including without limitation claims arising under Ch. 70.105D RCW or related state
or federal environmental law regardless if any such claims result from any conditions arising,
occurring or accruing prior to, on or after Sound Transit’s acquisition of the Property Parking
Interests.
9. Counterparts; Electronic Signatures. This Agreement and any amendments hereto may be
executed in one or more identical counterparts, and such counterparts, when taken together, shall
constitute one and the same instrument. Electronic or facsimile signatures shall have the same
force and effect as originals.
10. Time. Unless otherwise specified in this Agreement, any period of time measured in days
in this Agreement shall start on the day following the event commencing the period and shall
expire at 9:00 p.m. PDT (or PST, as applicable) of the last calendar day of the specified time
period. If the last day is a Saturday, Sunday or legal holiday, as defined in RCW 1.16.050, the
specified period of time shall expire on the next day that is not a Saturday, Sunday or legal holiday.
Any specified period of five (5) days or less shall not include Saturdays, Sundays or legal holidays.
“Business day” means any day that is not a Saturday, Sunday, or legal holiday. Time is of the
essence of each provision of this Agreement.
11. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Washington. Venue in any action to enforce this Agreement shall be in
the Superior Court of King County, Washington.
12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of each of
the Parties hereto and each Party’s respective successors and assigns.
13. Exhibits. The Exhibits hereto are incorporated into and made an express part of this
Agreement.
14. Further Acts. The Parties shall execute and deliver such further instruments and
documents, and take such other further actions, as may be reasonably necessary to carry out the
intent and provisions of this Agreement.
15. Entire Agreement. This Agreement (along with all exhibits attached hereto) embodies and
constitutes the entire understanding between the Parties hereto with respect to the transactions
contemplated herein, and all prior or contemporaneous agreements, understandings,
representations and statements, oral or written, are merged into this Agreement.
[SIGNATURE PAGE TO FOLLOW]
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EXECUTED by each Party as of the date next to that Party’s signature.
CENTRAL PUGET SOUND TRANSIT AUTHORITY
By:
Its:
Date: _______________________________
CITY OF AUBURN,
a Washington municipal corporation
By:
Name: Nancy Backus
Its: Mayor
Date: _______________________________
EXHIBITS
Exhibit A Legal Description of the Real Property
Exhibit B Condominium Declaration for One Main Street Professional Plaza
Exhibit C Amendment No. 1 & 2 to Condominium Declaration for One Main Street
Professional Plaza
Exhibit D Parking Easement Agreement
Exhibit E First Amendment to Parking Easement Agreement
Exhibit F Temporary Parking Lease
Exhibit G Confirmation of Possession and Use
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1/3/2024
Brooke D. Belman
1/3/2024
FG: 102294296.2
Exhibit A
Legal Description of Real Property
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Exhibit B
Condominium Declaration for One Main Street Professional Plaza
(Cover Page)
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FG: 102294296.2
Exhibit C
Amendments No 1 & 2 to Condominium Declaration for One Main Street Professional
Plaza
(Cover Page)
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Exhibit D
Parking Easement Agreement
(Cover Page)
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FG: 102294296.2
Exhibit E
First Amendment to Parking Easement Agreement
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FG: 102294296.2
Exhibit F
Temporary Parking Lease
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TEMPORARY PARKING LEASE
BETWEEN SOUND TRANSIT AND THE CITY OF AUBURN
March
• THIS TEMPORARY PARKING LEASE("Lease"),is entered into this February(0 ,2024
(the "Lease Date")by the CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY,a
regional transit authority ("Landlord" or "Sound Transit") and the CITY OF AUBURN a
Washington municipal corporation ("the City" or "Tenant"), collectively referred to as the
"Parties".
RECITALS:
1. As part of its Auburn Station Parking and Access Improvement project,Sound Transit is in
the process of acquiring certain real property located at the northwest corner of A St NW& 1st St
NW in downtown Auburn, Washington ("the Lexi Property"). The Lexi Property is encumbered
by a parking easement interest held by the City in connection with its ownership interest in certain
nearby office condominium units. The easement grants the City the right to the use of 113 parking
spaces on the Lexi Property. The parking spaces are also a Limited Common Element assigned to
the City's condominium units.
2. The City and Sound Transit have entered into an agreement dated January 3, 2024 (the
"Agreement") by which Sound Transit will acquire the City Limited Common Element and
parking easement interest on the Lexi Property subject to certain limitations including provision
of temporary City replacement parking in the existing Sound Transit garage described below.
3. As partial consideration for any Sound Transit possession and use and eventual acquisition
of the City's parking easement interests, Sound Transit agrees to lease 113 parking stalls in Sound
Transit's existing Auburn Station parking garage(the"Parking Garage"), located at 110 2nd Street
SW,Auburn, 98002 to the City,under the following terms and conditions.
4. The City and Sound Transit entered into a lease for the Parking Garage on June 26, 2002,
and subsequently amended it several times("Existing Lease").This Temporary Parking Lease does
not supplant, amend or modify the Existing Lease.
AGREEMENT:
ARTICLE 1:
PREMISES LEASED
For and in consideration of the terms and conditions of the Agreement and of this Lease,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
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Lease for Parking 110 2'id St SW,Auburn
FG:101942224.6
acknowledged, Landlord agrees to lease to Tenant, and Tenant agrees to lease from Landlord, the
113 parking stalls numbered 334 —444 +unmarked handicapped stalls (collectively "Stalls") in
the Parking Garage.The Stalls,which are depicted in the attached Exhibit A,are located on Floor
5 and.adjacent ramps of the Parking Garage (hereinafter referred to as the"Premises"), and shall
be for the exclusive use of the Tenant, tenant's guests, invitees, and employees. In addition to the
Premises, Tenant shall also have the non-exclusive right to use of all other ancillary parking
facilities within the Parking Garage needed to access the Premises,including: drive aisles,ramps,
elevators,stairwells,etc.Tenant shall not be permitted to use or allow any of its guests,and invitees
or otherwise to use stalls not part of the Premises.
ARTICLE 2:
TERM
2.1) Initial Term.The initial term("Initial Term") of this Lease shall commence on the date that
Tenant grants Landlord possession and use of its parking interests on the Lexi Property as
contemplated in the Agreement. The Initial Term shall have a duration of thirty-six(36) months
from the date of entry by superior court of a judgment and decree of appropriation for payment of
just compensation for Landlord's acquisition of Tenant's parking easement interest on the Lexi
Property,and any attorney fees.
2.2) Extension Term(s):Provided that Tenant faithfully performs all of the terms and conditions
of this Lease,Tenant may at its option extend the currently effective Term for an additional twelve
(12) months, two (2) consecutive times ("Extension Term"). Each of the Extension Terms must
commence immediately following the conclusion of the prior term without interruption or a delay.
Any exercised Extension Termshall expire at midnight on the last calendar day of the twelfth
(12th) month of such Extension Term. Each Extension Term may be exercised only by written
notice, which Tenant shall deliver to Landlord in accordance with Article 10 below, not less than
60 days from the Expiration Date of the then-current Term. Extension Terms will be subject to
Article 3 cost sharing provisions. The last calendar day of the Initial Term or any Extension Term
are referred to collectively herein as the"Expiration Date".
2.3) Early Termination. Without penalty Tenant may elect to terminate this Lease prior to the
Expiration Date of the then current Term("Termination")by providing the Landlord with 60 days
prior written notice, which Tenant shall deliver to Landlord in accordance with Article 10 below.
2.4) Surrender. Upon the Expiration Date or any early termination, Tenant shall surrender the
Premises to Landlord in substantially the same condition as they existed upon the Commencement
Date,to the extent reasonably practicable,with reasonable wear and tear excepted.
ARTICLE 3:
• CONSIDERATION
3.1) Tenant shall not be responsible for payment of rent or other costs to Landlord during the
Initial Term of this Lease. Further, except as expressly provided otherwise in this Lease, during
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FG: 101942224.6
the Initial Term, Landlord shall bear all financial maintenance responsibilities, and Tenant shall
not participate in or be charged for any pro-rata, pass-through or other routine or irregularly
charged or assessed maintenance expenses.
3.2) Tenant shall pay a pro-rata share of maintenance and operations expenses during any
Extension Term(s)of the Lease ("Operating Costs"),in accordance with the procedure set forth in
this Section 3.2. Sound Transit shall pay when due the costs of operating the parking garage, and
as further detailed in amended Exhibit B. The City shall reimburse Sound Transit for its
proportionate share of such costs,which proportionate share shall be based on the ratio of the Stalls
leased by the City (113) divided by the total parking stalls in the Parking Garage (562) (i.e.
20.11%).Operating Costs shall exclude any extraordinary expenses associated with specific usage
of specific parking stalls not leased by the City. Operating Costs shall further exclude any costs
associated with security, the correction of defects in construction, workmanship or design of the
Parking Stalls or Parking Garage, and shall also exclude any costs associated with repair or
reconstruction after any casualty. City shall make payment for its proportionate share of the
Operating Costs within sixty (60) days after receipt of Sound Transit's invoice therefor, which
invoice shall be accompanied by a statement setting forth in reasonable detail the amount and
purpose of each category of Operating Costs, along with copies of any underlying billings from
third parties and other reasonable evidence of the amount,purpose and allocation between Sound
Transit and the City of various items of cost. Sound Transit shall render such invoices regularly
and, in any case,not less frequently than once every three months. City shall have the right upon
reasonable notice to inspect and copy Sound Transit's books and records concerning operation of
the Parking Garage and,if applicable,the books and records of any third-party contractor engaged
by Sound Transit to provide goods or services in connection with operation of the Parking Garage
and the City's Stalls.
ARTICLE 4:
PERMISSIBLE USES
4.1) Parking.The Tenant, its employees, guests, and invitees shall use the Premises for day and
nighttime parking operations of operational motor vehicles, including use of the Stalls for
overnight parking of City employee and/or fleet vehicles. Landlord acknowledges and agrees to
Tenant's use of the Premises in a manner which may differ from allowable uses of commuter
parking elsewhere within the Parking Garage,including but not limited to,Tenant's rights to park
motor vehicles in excess of twenty-four hours without being subject to infraction or penalty.Tenant
covenants that it will not in any way reconfigure the Premises, alter the striping of the Stalls, or
alter the designation of the Stalls(example:change from a standard stall to a compact stall)without
Landlord's written consent, which shall not be unreasonably withheld. Tenant further covenants
that it will not allow any of its motor vehicles using the Premises to contain flammable or other
explosive or environmentally damaging substances to be brought onto the Premises, stored on, or
within said vehicles with the exception of gasoline, oil, antifreeze and other substances contained
within (not stored upon) the motor vehicle necessary for its operation (by way of example only,
gasoline in the motor vehicle's gas tank is allowable, gasoline stored in a gas can located in the
back of a pickup truck is not).
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4.2) Permit Parking. Tenant is granted the right to permit ("Permit Parking") parking in Stalls
located on the.Premises by Tenant's guests, invitees or other third-party users, which shall not
include a fee or other consideration realized by the Tenant. Any Permit Parking granted by the
Tenant shall be subject to the same uses and restrictions described in Section 4.1 above.
ARTICLE 5:
SIGNAGE
5.1) Parking Garage Signage.Prior to the Commencement Date,Landlord shall have installed on
the Premises at Landlord's expense such signage, including signs warning of ticketing, towing
and/or surveillance,as Tenant deems reasonably necessary to ensure use of the Premises is secured
exclusively for use by Tenant and/or Tenant's employees, guests, or invitees (including Permit
Parkers). The number,types, color and text of signs to be installed under this Article are depicted
in Exhibit C
ARTICLE 6:
RELOCATION EXPENSES
Any relocation expenses to which Tenant may be entitled in connection with relocating its
parking operations onto the Premises shall be governed by and reimbursed in accordance with the
Uniform Relocation Assistance and Real Property Acquisition Act,42 U.S.C. Chapter 61.
ARTICLE 7:
SECURITY&PARKING ENFORCEMENT
Tenant shall be responsible for such monitoring and enforcement measures determined by
Tenant in its reasonable discretion to be necessary to ensure its use and security of the Premises,
and shall be responsible for payment of all expenses pertaining thereto.This shall include but not
be limited to the right to issue infractions to or tow vehicles of non-sanctioned users of the
Premises, as well as the right to patrol and enforce security measures within the Premises to the
fullest extent of the law.Tenant shall further be allowed to contract with a third-party company to
carry out such duties and responsibilities, or to utilize Tenant's employees. Tenant shall provide
the Landlord a parking management and enforcement plan for review and approval.Approval shall
not be unreasonably withheld. Parties will coordinate enforcement activities. Tenant may
implement and maintain a vehicle associated sticker or permitting program at its own expense,
subject to relocation expense reimbursement pursuant to Article 6 above.
ARTICLE 8:
MAINTENANCE&REPAIR
8.1) Unless maintenance or repair is required due to the sole negligence or acts or omissions of
Tenant, Tenant's guests, invitees, employees, or Permit Parkers, Landlord shall be solely
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responsible for all maintenance and repair to, on, or about the Premises and the Parking Garage.
Tenant shall promptly notify Landlord of items on or about the Premises requiring maintenance
("Tenant's Repair Request"). Landlord agrees to take action to address Tenant's Repair Request
within thirty(30)days of receiving notice.If such repair has not commenced,or Landlord has not
provided Tenant with a notice of Landlord's plan for repair then Tenant shall have the right, but
not the obligation to fulfill the Tenant Repair Request. Should Tenant elect to fulfill the Tenant
Repair Request then Landlord shall reimburse Tenant for the reasonable costs of such repair.
Tenant shall submit to Landlord an invoice for costs incurred, including Tenant staff time,plus an
additional ten (10%) percent for administration and management which Landlord shall pay to
Tenant within sixty days of receiving such invoice. Any maintenance or repair which prevents
Tenant's use of said Stalls for more than three (3) business days shall have those Stalls and.any
subsequent Stall signage be relocated to another location within the Parking Garage agreeable to
both Parties.
8.2) Landlord retains the right to temporarily relocate City assigned Stalls elsewhere within the
garage to the extent necessary to facilitate maintenance and repair activities.Landlord will provide
sixty(60)calendar days'notice for planned relocations,unless emergency repair/maintenance is
required, in which case Landlord shall provide as much advance notice as is practicable under the
circumstances.
ARTICLE 9:
INSURANCE,INDEMNIFICATION,.&RISK OF LOSS
9.1) Self-Insurance. Tenant warrants and Landlord acknowledges that Tenant belongs to the
Washington Cities Insurance Authority Self-Insurance pool and as such Landlord accepts Tenant's
self-insurance as fulfillment of any such insurance requirements that Landlord would typically
require under a similar lease with a non-self-insured tenant. Landlord further acknowledges and
accepts that Tenant's self-insurance does not and cannot name any other party as an additional
insured.
9.2) Indemnification/Hold Harmless.Each Party (the"Indemnitor")shall defend,indemnify,and
hold harmless the other Party and its officers, officials, employees, agents, representatives, and
volunteers (the "Indemnitees") from and against any and all claims, suits, actions, or liabilities
(collectively,"Claims")for injury or death of any person,or for loss or damage to property,which
arises out of the use of the Premises or Parking Garage by the Indemnitor or its officers,officials,
employees, agents, representatives,volunteers,permittees, or invitees, or from the conduct of the
Indemnitor's business, or from any activity, work or thing done, permitted, or suffered by the
Indemnitor in or about the Premises or Parking Garage, except to the extent such Claims arise or
result from the sole negligence or willful misconduct of the Indemnitees. Solely for the purpose of
effectuating the indemnification obligations under this Lease, and not for the benefit of any third
parties (including but not limited to employees of an Indemnitor), each Party specifically and
expressly waives any immunity that may be granted it under applicable federal, state, or local
Worker Compensation Acts,Disability Benefit Acts,or other employee benefit acts. Furthermore,
the indemnification obligations under this Lease shall not be limited in any way by any limitation
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on the amount or type of damages,compensation or benefits payable to or for any third party under
Worker Compensation Acts, Disability Benefit Acts, or other employee benefit acts. The Parties
acknowledge that the foregoing provisions of this Article have been specifically and mutually
negotiated between the parties.
9.3) Risk of Loss; Limitation of Landlord Liability.All of Tenant's personal property and that
of its agents,representatives, officials, employees, guests, licensees, invitees, and Permit Parkers,
of any kind or description whatsoever in or about the Premises and Parking Garage shall be at the
personal property owner's sole risk. No property, other than such as might normally be brought
upon or kept in the Premises as incident to the reasonable use of the Premises for the purposes
herein permitted,will be brought upon or be kept on the Premises.Landlord shall not be liable for
any theft or damage done to or loss of such personal property or damage or loss suffered by the
business or occupation of Tenant caused in any manner whatsoever including, but not limited to:
(1)any acts or neglect of co-Tenants,other occupants of the Parking Garage,or any other persons;
(2) bursting, overflowing or leaking of water, sewer, or steam pipes; (3) heating, plumbing, or
sprinkler fixtures; (4) electric wires; or (5) gas or odors, unless and to the extent the damage is
caused by acts or omissions of Landlord to which Landlord's indemnities in Section 9.2 above
apply or by Landlord's breach of any of its obligations under this Lease.
ARTICLE 10:
NOTICES
Any notice, consent, approval or other communication given by either Party to the other
relating to this Lease shall be in writing,and shall be delivered using one of the following methods:
i) certified mail, return receipt requested, ii) electronic (email), or, iii) in person, to those
representative(s) designated below. Such notice shall, if hand delivered be deemed effective
immediately upon receipt,or when sent if delivered by email. If sent by certified mail,such notice
shall be deemed effective on the third business day following deposit in the United States mail,
postage prepaid and properly addressed,whether or not the recipient signs a return receipt.
AUBURN SOUND TRANSIT
Real Estate Division Property. Management—Real Property
Division _ _
Attn: Josh Arndt/Real Estate Manager Attn: Avery Madden/Property
Management Manager
25 West Main St. 401 S. Jackson Street
Auburn, WA 98001 Seattle, WA 98104-2826
253.288.4325 206-903-7132
Jarndt@auburnwa.gov PropertyManagement@soundtransit.org
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FG: 101942224.6
ARTICLE 11:
DEFAULT&PENALTY
11.1) Event of Default. Either Party will be in default("Default") under this Lease if either party
violates or breaches any of the covenants,agreements, stipulations,or conditions described in this
Lease.
11.2)Cure of Default.Upon an Event of Default,the party claiming default(the"Claimant")shall
send the defaulting party (the "Offender") written notice of the violation. Upon receipt of such
notice,the Offender shall have thirty(30)days to cure the violation,unless the cure will reasonably
take longer than 30 days, in which case the Offender shall have commenced curing the violation
within such 30-day period.
11.3)Penalty. If the Offender does not cure the Event of Default as stipulated above,in addition to
having recourse to any and all remedies available at law or in equity, the CIaimant shall have the
right, but not the obligation to cure the Event of Default. Should the Claimant elect to cure the
Event of Default,Claimant shall be entitled to recoup actual monetary expenses,including for staff
time relating to the cure.In addition to actual expenses, Claimant shall be entitled to an additional
ten(10)percent of the actual monetary expenses.
ARTICLE 12:
NON-DISCRIMINATION
Tenant, for itself, its representatives, guests, invitees, and Permit Parkers, as a part of the
consideration hereof, does hereby covenant and agree that: 1) no person on the grounds of race,
color, sex, or national origin shall be excluded from participation in, denied the benefits of, or be
otherwise subjected to, discrimination in the use of said Premises and the furnishing of services
thereon, no person on the grounds of race, color, sex, or national origin shall be excluded from
participation in,denied the benefits of,or be otherwise subjected to discrimination,and ii)that the
Tenant shall use the Premises in compliance with all other requirements imposed by 49 C.F.R.Part
21 as now enacted or as hereafter amended.
ARTICLE 13:
MISCELLANEOUS
13.1)Auburn City Council.This Lease is subject to the approval of the Auburn City Council.
13.2) Casualty. If there is a fire or other casualty affecting the Parking Garage that materially
damages the Premises, either Party may elect to terminate this Lease effective as of the date of
such casualty, or Landlord may relocate Tenant's Stalls to another location mutually agreeable to
the Parties.
Sound Transit/City of Auburn Page 7 of 16
Lease for Parking 110 2nd St SW,Auburn
FG: 101942224.6
13.3)Right of Entry.Landlord shall have the right to enter the Premises at any time,without notice
to Tenant.
13.4)Rules and Regulations.Tenant shall observe at all times any rules and regulations as may be
promulgated by Landlord.
13.5)Subletting and Assignment.Tenant shall not sublet the Premises or assign this Lease or any
part thereof for any period of time without Landlord's prior written consent.
13.6) Surrender of Property. Tenant shall, on the last day of the Term, or upon any earlier
termination, remove all of its vehicles and other personal property from the Premises, and
surrender to Landlord the Premises and all improvements thereto broom clean, in good order,
condition,and state of repair,reasonable wear and tear excepted.
13.7) Holding Over. If Tenant holds over after expiration or termination of this Lease without
written consent of Landlord,Tenant shall continue to pay all charges due hereunder as if this Lease
remained in full force and effect for each month or any part thereof of any such holdover period.
No holding over by Tenant after any Term expires shall operate to extend the Term. For purposes
of this Lease, and without limiting the generality of the foregoing, "holding over" shall include
leaving any personal property,debris, trash,or other material on the Premises.
13.8)Successors_and Assigns.The covenants and conditions contained in this Lease shall bind the
heirs, successors,executors,administrators,and assigns of the Parties.
13.9)Liens.Tenant shall keep the Property free from any liens arising out of any work performed
for,materials furnished to,or obligations incurred on its behalf.
13.10) Attorney's Fees. In the event legal proceedings are initiated to enforce any term of this
Lease, for the breach of any covenant or condition of this Lease, or for the restitution of the
Property to the Landlord and/or eviction of the Tenant, the substantially prevailing Party shall be
entitled to recover,as an element of its cost of suit and not as damages,reasonable attorney's fees
and costs to be fixed by the court.
13.11) Captions. The captions of this Lease are provided for convenience only and shall not be
used in construing its meaning.
13.12) Severability. If any provision of this Lease is found to be unenforceable, the remainder of
this Lease shall not be affected thereby.
Sound Transit/City of Auburn Page 8 of 16
Lease for Parking 110 2'd St SW,Auburn
FG: 101942224.6
13.13)Landlord and Tenant Relationship Only.Nothing contained in this Lease shall be construed
to create the relationship of principal and agent, partnership, joint venture, or any association
between Landlord and Tenant.
13.14)Addenda and Exhibits. Each of the exhibits attached hereto is hereby incorporated by this
reference herein.
13.15) Compliance with Law. Tenant shall, throughout the Term, at its sole cost and expense,
comply with all laws and regulations of federal, state, municipal, and local governments,
departments, commissions and boards pursuant to law, or directives or orders issued pursuant
thereto including,without limitation,all Environmental Laws and the Americans With Disabilities
Act,with respect to,regarding,or pertaining to the Premises and the Parking Garage.
13.16) Counterparts; Electronic Signatures. This Lease may be executed in any number of
counterparts and by different Parties on separate counterparts, each of which counterparts, when
so executed and delivered, shall be deemed to be an original, and all of which counterparts,taken
together, shall constitute but one and the same Lease. Electronic or digital signatures shall have
the same force and effect as originals.
ARTICLE 14:
SIGNATURES
By signing below, the PARTIES ACKNOWLEDGE HAVING READ, UNDERSTOOD AND
HEREBY AGREE TO THE CONTENTS OF THIS AGREEMENT.
TENANT LANDLORD
CITY OF AUBURN CENTRAL PUGET SOUND REGIONAL
' ' SIT AUTHORITY
c - ' /
/2/
' Ivv fj lx__,
Nanc • Mayor Faith Roland,Director of Real Property
_/
App wed as to "o p Approved as to Form:
,/
Harry Boesc e, 'ng_i Attorney P. Moomaw, Sound Transit Legal Counsel
Sound Transit/City ofAuburn Page 9 of 16
Lease for Parking 110 21d St SW,Auburn
FG: 101942224.6
AUBURN NOTARY PAGE:
STATE OF WASHINGTON )
V )ss.
County of r1•1�1 )
The undersigned Notary Public hereby certifies:That on this (,Q day of M awn_ ,
2024,personally appeared before me NANCY BACKUS,MAYOR OF AUBURN,to me known
to be the individual(s)described in and who executed the within instrument,and acknowledged
that he/she signed and sealed the same as his/her free and voluntary act and deed,for the purposes
and uses therein mentioned,and on oath stated that he/she was duly authorized to execute said
document on behalf of THE CITY OF AUBURN.
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and
year first above written.
4"%-'1\
4°:
Notary Public • - --
State of Washington Public in and for the State of Washington,
HANNAH SCHOLL Residing at { IptA1(Y1tU�/Yh
LICENSE#202199 My commission expires. q--
f.
—
MY COMMISSION EXPIRES -
SEPTEMBER 19 2026
Sound Transit/City ofAuburn Page 10 of 16
Lease for Parking 110 2nd St Sof;Auburn
FG: 101942224.6
•
CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY NOTARY PAGE:
STATE OF WASHINGTON )
)ss.
County of X",tj )
The undersigned Notary Public hereby certifies:That on this 3) day ofJ4 A Liall.,1 ,
2Wil .,personally appfared before me /y-,4 A, Rd jef,7761 (name),
Ahvri et a{2pc r.edii
(title),to me known to be the individual(s)described in
and who executed the within itrument,and acknowledged that he/t9 signed and sealed the same
as his/0 free and voluntary act and deed, for the purposes and uses therein mentioned,and on
oath stated that he/ was duly uthorized to execute said document on behalf of
5CSt�.b'l lecP,Vlv1
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and
year first above written.
f••\\\\\\11111
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. ol 0 N ok,iii// ietig4AX
y�'4,01,4ty to,Cts/��i NotaryPublic in
u� �o ,� i i 41 for the State of Washington,
17 �^ 5 Residing at�TA-4)
157334 '"= s My commission expire 7 I9- P.,e7e9i3
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Transit/City of Auburn Page II of 16
Lease for Parking 110 2nd St SW,Auburn
FG: 101942224.6
Sound Transit / City of Auburn Page 12 of 16
Lease for Parking 110 2nd St SW, Auburn
FG: 101942224.6
Exhibit A
Stall Depiction
DocuSign Envelope ID: E4697BF0-5C15-4D22-AD6B-BB75048097CC
Sound Transit / City of Auburn Page 13 of 16
Lease for Parking 110 2nd St SW, Auburn
FG: 101942224.6
Exhibit B
Parking Garage Operating costs
DocuSign Envelope ID: E4697BF0-5C15-4D22-AD6B-BB75048097CC
Sound Transit / City of Auburn Page 14 of 16
Lease for Parking 110 2nd St SW, Auburn
FG: 101942224.6
Exhibit C
Signage Depiction
(Beam Signs)
(Located on 1st Floor Ramp)
(Located at top of Ramp to 5th Floor)
DocuSign Envelope ID: E4697BF0-5C15-4D22-AD6B-BB75048097CC
Sound Transit / City of Auburn Page 15 of 16
Lease for Parking 110 2nd St SW, Auburn
FG: 101942224.6
Exhibit C
(Continued)
Hanging Wall Signs
DocuSign Envelope ID: E4697BF0-5C15-4D22-AD6B-BB75048097CC
Sound Transit / City of Auburn Page 16 of 16
Lease for Parking 110 2nd St SW, Auburn
FG: 101942224.6
Exhibit C
(Continued)
Parking Stall Stencil
DocuSign Envelope ID: E4697BF0-5C15-4D22-AD6B-BB75048097CC
FG: 102294296.2
Exhibit G
Confirmation of Possession and Use
DocuSign Envelope ID: E4697BF0-5C15-4D22-AD6B-BB75048097CC
STIPULATION FOR AND ORDER GRANTING IMMEDIATE POSSESSION AND USE -- 1
Miller Nash LLP
605 5th Ave S | Suite 900
Seattle, WA 98104 206.624.8300 | Fax: 206.340.9599
608517-0698/4874-0354-4729.1
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SUPERIOR COURT OF WASHINGTON FOR KING COUNTY CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY, a regional transit authority, dba SOUND TRANSIT, Petitioner, vs. THE CITY OF AUBURN, a Washington municipal corporation, Respondents.
) ) ) ) ) ) ) ) ) ) ) )
No. ____________ KNT STIPULATION FOR AND ORDER GRANTING IMMEDIATE POSSESSION AND USE
Tax Parcel No. 049200-0460 [CLERK’S ACTION REQUIRED]
STIPULATION
THIS MATTER having come before this Court upon the Stipulation of the parties upon
the Petition of Sound Transit (“Petitioner”), seeking:
1. A judgment and decree of the Court providing for payment of the just
compensation to be paid in money for the taking and appropriation of the subject property as
determined through the parties’ binding arbitration; and
2. A decree of appropriation appropriating certain property rights, title, and interest
to the subject property in Petitioner and adjudging that Petitioner be entitled to immediate
possession thereof.
Petitioner, through its undersigned attorneys of Miller Nash LLP, and Respondent City of
Auburn (the “City”), appearing through its undersigned attorneys, hereby stipulate to the
following Facts and entry of the following Order.
DocuSign Envelope ID: E4697BF0-5C15-4D22-AD6B-BB75048097CC
STIPULATION FOR AND ORDER GRANTING IMMEDIATE POSSESSION AND USE -- 2
Miller Nash LLP
605 5th Ave S | Suite 900
Seattle, WA 98104 206.624.8300 | Fax: 206.340.9599
608517-0698/4874-0354-4729.1
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FACTS
1. With this condemnation action, Petitioner seeks to condemn certain property
rights, title, and interest to the subject property, as part of Petitioner’s light rail project, in order
to locate, construct, operate, and maintain Sound Transit’s Auburn Station Access Parking and
Access Improvements project and its related facilities (the “Project”), in King County,
Washington, as contemplated in Petitioner’s Board Resolution No. R2019-05 (the “Resolution”).
2. The Resolution authorizes the acquisition by condemnation of certain land,
property, and property rights including portions of the real property identified as King County
Tax Parcel No. 049200-0460 (the “Parcel”).
3. Specifically, with this condemnation, Petitioner seeks an extinguishment of
existing parking easement rights in the Parcel granted by the First Amendment to Parking
Easement Agreement, King County Recorder’s number 20200124001599 and the related
document recorded under King County Recorder number 20091118001355, and acquisition of
the property rights described in documents recorded under King County Recorder numbers
20100512000510, 20100512000511 and 20130828001056, in which Respondent City holds an
interest.
4. Petitioner now offers to deposit with the Clerk of the Court, as its offer of Just
Compensation and in exchange for possession and use of the property rights described in
paragraph 3 above, the total sum of Six Million One Hundred and Two Thousand and No/100
Dollars ($6,102,000.00) (the “Deposit”). In exchange for such Deposit, Respondent City agrees
to entry of an Order of Possession and Use in the form below. Respondent City does not agree
that Petitioner’s offer of $6,102,000.00 for its property rights and interests in the Parcel is Just
Compensation and requests that Just Compensation be determined through further proceedings
as agreed between the parties to this matter.
5. The Parties do not agree as to the application of the prior public use doctrine
concerning the above-referenced property interests. The Parties do agree that this Stipulation
DocuSign Envelope ID: E4697BF0-5C15-4D22-AD6B-BB75048097CC
STIPULATION FOR AND ORDER GRANTING IMMEDIATE POSSESSION AND USE -- 3
Miller Nash LLP
605 5th Ave S | Suite 900
Seattle, WA 98104 206.624.8300 | Fax: 206.340.9599
608517-0698/4874-0354-4729.1
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does not constitute a precedent or other authority for acquisition by eminent domain of any other
City-owned property, and that the Parties reserve all rights in this regard.
Stipulated and Agreed to this ____ day of _________, 2024, by: MILLER NASH LLP By /s/ Tara M. O’Hanlon Matthew R. Hansen, WSBA# 36631 Tara M. O’Hanlon, WSBA# 45517 Lane R. Conrad, WSBA# 59287 Attorneys for Petitioner Sound Transit
Stipulated and Agreed to this ____ day of _________, 2024, by: By Attorneys for the City of Auburn
ORDER
IT IS HEREBY ORDERED:
1. That within ten business days of entry of this Order, Petitioner will deposit the
sum of Six Million One Hundred and Two Thousand and No/100 Dollars ($6,102,000.00)
into the registry of the Court (“Date of Deposit”), as its offer of Just Compensation for the taking
and appropriation of the existing parking rights in the Parcel granted by the First Amendment to
Parking Easement Agreement, King County Recorder’s number 20200124001599, and related
documents recorded under King County Recorder numbers 201000512000510, 20100512000511
and 20130828001056 as described in paragraph 3 above, Petitioner shall have, and is hereby
awarded and granted immediate possession and use of those rights.
DocuSign Envelope ID: E4697BF0-5C15-4D22-AD6B-BB75048097CC
STIPULATION FOR AND ORDER GRANTING IMMEDIATE POSSESSION AND USE -- 4
Miller Nash LLP
605 5th Ave S | Suite 900
Seattle, WA 98104 206.624.8300 | Fax: 206.340.9599
608517-0698/4874-0354-4729.1
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2. That interest, if any, shall be awarded on the difference, if any, between
$6,102,000.00 and the final award of Just Compensation as determined through further
proceedings as agreed between the Parties. Interest, if any, shall be calculated, at the statutory
rate, from the Date of Deposit through to the date of payment of the final award of Just
Compensation as thereby determined through further proceedings as agreed between the Parties.
3. That the Deposit is subject to any liens of taxes, including surface water
management service charges. The Clerk of the Court shall not disburse any of the funds
deposited until after receiving proof, sufficient to the Clerk of the Court, that any such liens have
been paid to the City and/or County Treasurer and all such liens discharged.
4. That disbursement of the Deposit is subject to Petitioner receiving a current,
completed, and signed IRS Form W-9 from Respondent City. The Clerk of the Court shall not
disburse any of the funds deposited until after Petitioner files an Acknowledgment of Receipt of
W-9 in the form attached hereto as Exhibit 1, which Exhibit is incorporated here by this
reference.
5. That the date of legal possession and use of the existing parking rights in the
Parcel granted by the First Amendment to Parking Easement Agreement, King County
Recorder’s number 20200124001599, and related documents recorded under King County
Recorder numbers 201000512000510, 20100512000511 and 20130828001056 as described in
paragraph 3 above, shall be the Date of Deposit.
DONE IN COURT this _____ day of ____________________________, 2024.
JUDGE/COMMISSIONER
DocuSign Envelope ID: E4697BF0-5C15-4D22-AD6B-BB75048097CC
STIPULATION FOR AND ORDER GRANTING IMMEDIATE POSSESSION AND USE -- 5
Miller Nash LLP
605 5th Ave S | Suite 900
Seattle, WA 98104 206.624.8300 | Fax: 206.340.9599
608517-0698/4874-0354-4729.1
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Presented by: MILLER NASH LLP By /s/ Tara M. O’Hanlon Matthew R. Hansen, WSBA# 36631 Tara M. O’Hanlon, WSBA# 45517 Lane R. Conrad, WSBA# 59287 Attorneys for Petitioner Sound Transit
Copy received; Notice of Presentation Waived; Approved as to Form: By Attorneys for Respondent City of Auburn
DocuSign Envelope ID: E4697BF0-5C15-4D22-AD6B-BB75048097CC