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HomeMy WebLinkAboutReal Estate Purchase and Sale Agreement ROW: AST116 Docusign Envelope ID: B1 C74973-A1 C4-4F76-84BF-A61 B403FF5A9 REAL ESTATE PURCHASE AND SALE AGREEMENT (Easement Only Acquisition) ROW Number: AST116 This REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is made and effective as of the date of the last signature set forth below, by and between City of Auburn, a Municipal Corporation ("Seller") and the Central Puget Sound Regional Transit Authority, a regional transit authority organized under the laws of the State of Washington ("Sound Transit" or "Buyer"), with reference to the following facts: A. Buyer is a regional transit authority of the State of Washington and is authorized by public vote and RCW Chapter 81.112 to provide a high-capacity transportation system through the Puget Sound region. Buyer intends to acquire certain real property interests as may be necessary to develop and construct an integrated and coordinated public transportation system throughout the Buyer's boundaries and provide pedestrian and vehicular access to and from such properties and facilities constituting the regional transit system and to and from existing public transportation services and facilities. B. Buyer is authorized to purchase real property interests under the provisions of RCW 81.112.080, and has the right of eminent domain under the provisions of RCW 81.112.080. By its Resolution No. R2021-10 the Sound Transit Board of Directors authorized acquisition of the below described real property interests by negotiation or by exercise of eminent domain. C. Seller is the owner of certain real property, as described on Exhibit A, located at 25 W. Main St,Auburn, King County, Washington (the"Property"). D. Buyer intends to purchase one or more temporary and/or permanent easements within, over, across, through, under, and upon the Property in the areas depicted on Exhibit B hereto (the "Easement Area"). E. Pursuant to the terms and conditions of this Agreement, Seller is willing to convey, and Buyer is willing to acquire, such easement(s). ROW#:AST116 PSA for Easements Only Page 1 of 9 Docusign Envelope ID: B1 C74973-A1 C4-4F76-84BF-A61 B403FF5A9 NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: 1. Conveyance. Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller, subject to the terms and conditions set forth herein, the following: 1.1 Easement(s). The temporary and/or permanent easement(s) in the form(s) attached hereto as Exhibit C (the "Easement(s)"). 2. Purchase Price. The purchase price to be paid by Buyer to Seller for the Easement(s) (the "Purchase Price") shall be Three Thousand Six Hundred Fifty and 00/100ths DOLLARS($3,650.00), along with additional compensation for extension option(s) as set forth in Exhibit C, if any. The Purchase Price is compensation in full for the Property and the value of damage (if any)to the remainder of Seller's real property based on elements compensable under Washington state law. 3. Payment of Purchase Price. On the Closing Date, Buyer shall deliver to Seller (either personally or by Federal Express or other overnight delivery service of recognized standing, or if deposited in the United States mail with postage prepaid) the amount of the Purchase Price less any amounts to be credited against the Purchase Price pursuant to this Agreement and the Administrative Possession and Use Agreement between Buyer and Seller, if applicable. Payment for any extension option(s) shall be payable only in the event Buyer exercises such option(s). 4. Closing Date. The closing (the "Closing") shall be in house at Buyer's offices, on or before February 28, 2026 (the "Closing Date"). Closing shall occur when the Easement(s) is/are recorded and the Purchase Price is delivered to Seller. 5. Title. 5.1 Title Review. Buyer has obtained at Buyer's cost a commitment for an ALTA owner's standard coverage title insurance policy (2021) issued by Ticor Title Company Title Insurance Company (the "Title Company") describing the Easement Area (order number 70230422, dated April 1, 2025, showing all matters pertaining to the Easement Area, listing Buyer as the prospective named insured and showing as the policy amount the total Purchase Price (the "Title Commitment"). The Title Company also has delivered to Buyer true, correct and legible copies of all documents(the "Title Documents") referred to in the Title Commitment as conditions or exceptions to title to the Easement(s). Special exceptions No. 2, 3, 4, 5, 6, 7, 8 & 9 shall constitute Permitted Exceptions. All other exceptions in the Title Commitment shall be Non- Permitted Exceptions. Seller shall remove or cure Non-Permitted Exceptions from title prior to Closing. If Seller shall fail to remove or cure any Non-Permitted Exceptions from title at or prior to Closing, and Buyer is unwilling to take title subject thereto, Buyer may elect, by written notice to Seller, to terminate this Agreement and be relieved of its obligation to purchase the Easement(s). If Buyer terminates this Agreement neither Buyer nor Seller shall have any further liability to the other hereunder. 5.2 Title Policy. Buyer may elect to purchase at Closing an Owner's standard coverage title insurance policy issued by the Title Company. The Title Policy shall be issued in an amount to be designated by Buyer and shall insure title to the Easement(s) in Buyer, subject ROW#:AST116 PSA for Easements Only Page 2 of 9 Docusign Envelope ID: B1 C74973-A1 C4-4F76-84BF-A61 B403FF5A9 only to the Permitted Exceptions. The Title Policy shall contain endorsements as Buyer may require. 6. Conditions to Buyer's Obligations. 6.1 Documents and Reports. ❑ Within five (5) days after the execution and delivery of this Agreement, Seller shall deliver to Buyer copies of the documents and reports listed on Schedule 6.1, attached hereto and by this reference incorporated herein to this Agreement. ❑ Seller has delivered to Buyer copies of the documents and reports listed on Schedule 6.1 to this Agreement, attached hereto and by this reference incorporated herein. ❑x Deleted 6.2 Inspection of the Property. Buyer and its employees and agents shall have the right and permission from the date of this Agreement through the Closing Date (or earlier termination of this Agreement) to enter upon the Property at reasonable times and from time to time for the purpose, at Buyer's cost and expense, of making all tests and/or studies of the Easement Area that Buyer may wish to undertake, including, without limitation, soils tests (including borings), toxic and hazardous waste studies, surveys, structural studies and review of zoning, fire, safety and other compliance matters. Buyer shall indemnify and hold harmless Seller from and against any mechanic's or other liens or claims that may be filed or asserted against the Property or Seller by any actions taken by Buyer in connection with the Property. The effect of the representations and warranties made by Seller in this Agreement shall not be diminished or deemed to be waived by any inspections, tests or investigations made by Buyer or its agents. 6.3 Additional Closing Conditions. Buyer's obligation to purchase the Easement(s) shall also be subject to the following conditions, which must be satisfied as of Closing: (i.) All representations and warranties of Seller contained herein shall be true, accurate and complete at the time of the Closing as if made again at such time; (ii.) Seller shall have performed all obligations to be performed by it hereunder on or before Closing (or, if earlier, on or before the date set forth in this Agreement for such performance; If the conditions set forth in this Paragraph 6 are not satisfied as of Closing and Buyer does not waive same, Buyer may terminate this Agreement, and thereafter neither Buyer nor Seller shall have any further liability to the other under this Agreement. 7. Seller's Representations and Warranties. Seller hereby makes the following representations and warranties, which representations and warranties shall be deemed made by Seller to Buyer also as of the Closing Date: 7.1 Title. Seller is the sole owner of the Easement Area. ROW#:AST116 PSA for Easements Only Page 3 of 9 Docusign Envelope ID: B1C74973-A1C4-4F76-84BF-A61B403FF5A9 7.2 Bankruptcy, Etc. No bankruptcy, insolvency, rearrangement or similar action involving Seller, Seller's property, or the Easement Area, whether voluntary or involuntary, is pending, threatened by a third party, or contemplated by Seller. 7.3 Foreign Person. Seller is not a foreign person and is a "United States Person" as such term is defined in Section 7701(a) (30) of the Internal Revenue Code of 1986, as amended (the "Code") and shall deliver to Buyer prior to the Closing an affidavit evidencing such fact and such other documents as may be required under the Code. 7.4 Assumption of Liabilities. Buyer, by virtue of the purchase of the Easement(s), will not be required to satisfy any obligation of Seller other than such obligations expressly assumed by Buyer or any liens or other obligations with respect to the Easement Area which result from any action or activities by or on behalf of Buyer. 7.5 Good Standing and Due Authority. O Deleted ❑x Seller is a Municipal Corporation duly organized, validly existing and in good standing in the State of Washington. Seller has all requisite power and authority to execute and deliver this Agreement and to carry out its obligation hereunder and the transactions contemplated hereby. This Agreement has been, and the documents contemplated hereby will be, duly executed and delivered by Seller and constitute the Seller's legal, valid and binding obligation enforceable against Seller in accordance with its terms. The conveyance of the Easement(s) is not in violation of or in conflict with nor does it constitute a default under any term or provision of the partnership agreement of Seller, or any of the terms of any agreement or instrument to which Seller is or may be bound, or of any provision of any applicable law, ordinance, rule or regulation of any governmental authority or of any provision of any applicable order, judgment or decree of any court, arbitrator or governmental authority. 7.6 No Omissions. All representations and warranties made by Seller in this Agreement, and all information contained in any certificate furnished by Seller to Buyer in connection with this transaction, are free from any untrue statement of material fact and do not omit to state any material facts. The copies of any documents furnished to Buyer in connection with this transaction are true and complete copies of the documents they purport to be and to the best of Seller's knowledge contain no untrue statement of material fact and do not omit to state any material facts necessary to make the statements contained therein not misleading. • 8. Covenants of Seller. Seller covenants and agrees as follows: 8.1 Perform Obligations. From the date of this Agreement to the Closing Date, Seller will perform all of its monetary and non-monetary obligations under all indebtedness (whether for borrowed money or otherwise) and the liens securing same pertaining to the Easement Area, Property or any portion thereof, if any. 8.2 No Conflicting Encumbrances. From the date of this Agreement to the Closing Date, Seller will not grant, create, or voluntarily allow the creating of, or amend, extend, modify, or change, any easement, right-of-way, encumbrance, restriction, covenant, lease, license, option or other right affecting the Easement Area or any part thereof without Buyer's written consent. ROW#:AST116 PSA for Easements Only Page 4 of 9 Docusign Envelope ID: B1C74973-A1C4-4F76-84BF-A61B403FF5A9 8.3 Provide Further Information. From the date of this Agreement to the Closing Date, Seller will notify Buyer of each event of which Seller becomes aware affecting the Easement Area or any part thereof immediately upon learning of the occurrence of such event. 9. Closing. 9.1 Time and Place. Provided that all the contingencies set forth in this Agreement have been previously fulfilled, the Closing shall take place at the place and time determined as set forth in Paragraph 4 of this Agreement. 9.2 Documents to be delivered by Seller. For and in consideration of, and as a condition precedent to, the payment to Seller of any of the Purchase Price, Seller shall obtain and deliver to Buyer at Closing the following documents (all of which shall be duly executed and acknowledged where required): (i.) Easement(s). © Temporary Construction Easement(Staging and Long-Term), as in the form attached hereto as Exhibit C, attached hereto and by this referenced incorporated herein. (ii.) Authority. Such evidence as the Buyer may reasonably require as to authority of Seller to convey the Easement(s) to Buyer. (iii.) W-9. A current, completed, and signed IRS Form W-9 from Seller. (iv.) Payment Voucher. A completed and signed Sound Transit Payment Voucher signed by Seller. 9.3 Delivery by Buyer. Buyer shall deliver the Purchase Price. 9.4 Payment of Costs. At Closing, Buyer shall pay the premium for the Owner's Title Policy to be issued by Title Company to Buyer, if any, and the fee to record the Easement(s). 9.5 Possession. Possession of the Easement(s) shall be delivered to Buyer in accordance with the terms and conditions of Exhibit C. 10. Indemnification. Seller shall pay, protect, defend, indemnify and hold Buyer and its successors and assigns harmless from and against any and all loss, liability, damage and expense suffered or incurred by reason of (a) the breach of any representation, warranty or agreement of Seller set forth in this Agreement, (b) the failure of Seller to perform any obligation required by this Agreement to be performed by Seller, or (c) any injuries to persons or property from any cause occasioned in whole or in part by any acts or omissions of the Seller, its representatives, employees, contractor or suppliers. Seller shall defend any claim covered by this indemnity using counsel reasonably acceptable to Buyer. 11. Condemnation. Intentionally omitted. ROW#:AST116 PSA for Easements Only Page 5 of 9 Docusign Envelope ID: B1 C74973-A1 C4-4F76-84BF-A61 B403FF5A9 12. Casualty. If any fire, windstorm, or other casualty occurs and materially affects all or any portion of the Easement Area on or after the date of this Agreement and prior to the Closing, Buyer may elect, by written notice to Seller, to terminate this Agreement and the escrow created pursuant hereto and be relieved of its obligation to purchase the Easement(s). If Buyer terminates this Agreement neither Buyer nor Seller have any further liability to the other hereunder. If Buyer fails to make such election prior to the Closing Date, this Agreement shall continue in effect, provided that there shall be a reduction in the Purchase Price in a proportion commensurate with the portion of the Easement Area subject to such casualty. 13. Notices. Unless applicable law requires a different method of giving notice, any and all notices, demands or other communications required or desired to be given hereunder by any party (collectively, "notices") shall be in writing and shall be validly given or made to another party if delivered either personally or by Federal Express or other overnight delivery service of recognized standing, or if deposited in the United States mail, certified, registered, or express mail with postage prepaid. If such notice is personally delivered, it shall be conclusively deemed given at the time of such delivery. If such notice is delivered by Federal Express or other overnight delivery service of recognized standing, it shall be deemed given twenty-four (24) hours after the deposit thereof with such delivery service. If such notice is mailed as provided herein, such shall be deemed given forty-eight (48) hours after the deposit thereof in the United States mail. Each such notice shall be deemed given only if properly addressed to the party to whom such notice is to be given as follows: To Seller: City of Auburn, a Municipal Corporation 11 A St. NW, Auburn WA 98001 Auburn WA 98001 Attn: Nancy Backus, Mayor To Buyer: Sound Transit Real Property Division 401 S. Jackson St. Seattle, WA 98104 Attn: Acting Director—Real Property With a copy to: Legal Counsel Sound Transit 401 S. Jackson St. Seattle, WA 98104 Any party hereto may change its address for the purpose of receiving notices as herein provided by a written notice given in the manner aforesaid to the other party hereto. 14. Event of Default. In the event of a default under this Agreement by Seller (including a breach of any representation, warranty or covenant set forth herein), Buyer shall be entitled to seek monetary damages and specific performance of Seller's obligations hereunder, together with all and any remedies available at law and equity. ROW#:AST116 PSA for Easements Only Page 6 of 9 Docusign Envelope ID: B1C74973-A1C4-4F76-84BF-A61B403FF5A9 15. Miscellaneous. 15.1 Applicable Law. This Agreement shall in all respects be governed by the laws of the State of Washington. 15.2 Eminent Domain. Buyer is acquiring the Easement(s) under threat of condemnation. 15.3 Further Assurances. Each of the parties shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of its obligations hereunder, to carry out the intent of the parties hereto. 15.4 Modification or Amendment, Waivers. No amendment, change or modification of this Agreement shall be valid, unless in writing and signed by all of the parties hereto. No waiver of any breach of any covenant or provision in this Agreement shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision in this Agreement. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act. 15.5 Successors and Assigns. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. 15.6 Entire Agreement. This Agreement, including all exhibits, constitutes the entire understanding and agreement of the parties with respect to its subject matter and any and all prior agreements, understandings or representations with respect to its subject matter are hereby canceled in their entirety and are of no further force or effect. The parties do not intend to confer any benefit under this Agreement to any third party. 15.7 Attorneys' Fees. Should either party bring suit to enforce this Agreement, the prevailing party in such lawsuit shall be entitled to an award of its reasonable attorneys' fees and costs incurred in connection with such lawsuit, including on appeal. 15.8 Construction. Captions are solely for the convenience of the parties and are not a part of this Agreement. If the date on which Buyer or Seller is required to take any action under the terms of this Agreement is not a business day, the action shall be taken on the next succeeding business day. 15.9 Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby; and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 15.10 Survival. The covenants, agreements, representations and warranties made in this Agreement shall survive the Closing unimpaired and shall not merge into the Easement(s) and the recordation thereof. 15.11 Time. Time is of the essence of every provision of this Agreement. ROW#:AST116 PSA for Easements Only Page 7 of 9 Docusign Envelope ID: B1C74973-A1C4-4F76-84BF-A61B403FF5A9 15.12 Force Majeure. Performance by Seller or Buyer of their obligations under this Agreement shall be extended by the period of delay caused by force majeure. Force majeure is war, natural catastrophe, strikes, walkouts or other labor industrial disturbance, order of any government, court or regulatory body having jurisdiction, shortages, blockade, embargo, riot, civil disorder, or any similar cause beyond the reasonable control of the party who is obligated to render performance (but excluding financial inability to perform, however caused). 15.13 Counterparts. This Agreement may be executed in one or more counterparts. 15.14 Additional Conditions. Initial 0None ` i [7v Initial Initial Initial Initial ❑ Per Addendum Initial Initial Initial Initial ROW#:AST116 PSA for Easements Only Page 8 of 9 Docusign Envelope ID: B1C74973-A1C4-4F76-84BF-A61B403FF5A9 The Parties have executed this Purchase and Sale Agreement as of the later date written below. This offer is binding upon the signatures of both parties to this Agreement. SELLER: City of Auburn, a Municipal Corporation Signature: Print Name: Nancy B ayor Date: )13•2-6 Approved as to Form Digitally signed by Paul W. Moomaw Moomaw Date:2026.01.21 18:49:46-08'00' Sound Transit Legal Counsel BUYER: CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY, a Washington regional transit authority ("Sound Transit") r Signed by: Acting r yr��� ere cto�,voi, r- Real Property Date: 2/20/2026 ROW#:AST116 PSA for Easements Only Page 9 of 9 Docusign Envelope ID: B1C74973-A1C4-4F76-84BF-A61B403FF5A9 Schedule 6.1 - Documents and Reports to be delivered by Seller 1. All available plans and specifications relating to the Easement Area 2. Any other information about the Easement Area reasonably requested by Buyer if in the possession or control of Seller Docusign Envelope ID: B1C74973-A1 C4-4F76-84BF-A61 B403FF5A9 R/W No. AST-116 PIN:7816200060 CITY OF AUBURN,A MUNICIPAL CORPORATION,WHICH ACQUIRED TITLE TO SAID LOT 4 AS THE TOWN OF SLAUGHTER,A MUNICIPAL CORPORATION LOTS 1,2,3,4,5,6,7 AND 8,BLOCK 1,FIRST ADDITION TO THE TOWN OF SLAUGHTER,ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 2 OF PLATS,PAGE 84,IN KING COUNTY, WASHINGTON; TOGETHER WITH THE ADJOINING ALLEY IN SAID BLOCK,VACATED PURSUANT TO ORDINANCE NO.3159 OF THE CITY OF AUBURN,RECORDED UNDER RECORDING NO. 7703240579; EXCEPT THAT PORTION OF SAID LOT 4 AS DEDICATED FOR RIGHT OF WAY PURPOSES BY INSTRUMENT RECORDED UNDER RECORDING NO. 20070619000372 i i !/--c� i 411.,..:, - • . ....4. _. g ., ,,..4:t, bar.: vi, : 14 41277 i O'1'AL LAB Docusign Envelope ID: B1C74973-A1C4-4F76-84BF-A61B403FF5A9 EXHIBIT B - TEMPORARY EASEMENT DEPICTION TEMPORARY CONSTRUCTION EASEMENT SE 1/4 NE 1/4 SEC 13,T 21 N,R 4 E,W.M. 1STSTNW - bt SEE DETAIL A N89°2020"W - +f THIS SHEET b l 'mts I N89°20'20"W 226.19' �- — Jd '204.74' I in ( --I. i- I I ��'i_ I w I I I ZN M I I N DITTO rn y w v~io -- �--ARS�pUGN 4 I --- p Qz w TG ZpGe w L N D CK 1 ——— N .—�-- gLjS1.8 I o E, I of $ 2,Z t I I moo' ... J blN89°02'57"W 239 62' WEST MAIN ST N89°02'57"W - - N89°20'20"W 226.19' L1 N45°18'11"E 1845' \' :¢%/��J -0 J + L2 N89°20'04"W 5.00' i� L5 204.74'J L3 N01°07'22"E 18.20' / .'',/� — L4 N45°18'11"E 14.33' 'r_ %�i L5 N89°20'20"W 19.37' L6 No0°32'21"E 5.00' a - co Q. _J w N'1J •CAI in N M• 1� o L2bm z• n DETAIL A 1"=20' LEGEND EASEMENT LINE TEMPORARY 30 15 0 30 60 NAD 83(2011) -- — — EXISTING RIGHT-OF-WAY LINE STREET CENTER LINE 1.1 PLATTED LOT LINE PARENT PARCEL SCALE IN FEET r'' -''] NOTE:PARCEL AREA IS TAKEN FROM COUNTY TEMP CONST ESMT ASSESSOR RECORDS. `I/ 1 PARCEL AREA: 46,956 SF CONST ESMT 281 SF N,ARzo JtN y 'g SOUND�104951T • 4. • EXHIBIT"C" INTB ,�� ��% R/W NO.AST-116 PARCEL MAP �. 41277 / ASSESSOR NO.: 7816200060 DATE: 03/07/2025 V( FURTADO /sTER� OWNER:CITY OF AUBURN — _ -- °'1'4L LAO BLOCK NO.: 1 LOT NO.: 1-8 l """"`' 41 CITY OF AUBURN KING COUNTY,WA Docusign Envelope ID: B1C74973-A1C4-4F76-84BF-A61B403FF5A9 EXHIBIT C -TEMPORARY EASEMENT FORM WHEN RECORDED RETURN TO: Sound Transit Real Property Division 401 S.Jackson Street Seattle, WA 98104-2826 TEMPORARY CONSTRUCTION EASEMENT(ACCESS&OCCUPATION) Grantor(s): City of Auburn,a Municipal Corporation Grantee: Central Puget Sound Regional Transit Authority Abbreviated Legal Description: Lots 1 through 8,Block 1,First Addition to Slaughter) Assessor's Tax Parcel No(s): 1781620000 ROW No(s): AST118 City of Auburn, a Municipal Corporation, ("Grantor"), is the owner of real property located in the City of Auburn commonly known as 125 W.Main St,Auburn, and more particularly described in the legal description attached as Exhibit"Al Grantor's Entire Parcel("Property"). CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY, a regional transit authority of the State of Washington("Grantee"),is developing high capacity transit service in the central Puget Sound region, including the Commuter Rail system. Grantee is constructing a portion of the Commuter Rai( system called the ':Auburn Station Parking and Access Improvement("Project"). Grantee desires to use a certain portion of the Property in connection with the construction, operation and maintenance of the,Commuter Rai(system. AGREEMENT 1. Grant of Easement.Grantor,for and in consideration of the public good and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged by Grantor, hereby conveys to Grantee, its successors and assigns, a temporary construction easement ("Easement") within, over, across, and upon the portion of the Property, more particularly described in the attached Exhibit"B"!,!and depicted in Exhibit"C'ji("Easement Area"). 2. Purpose of Easement. Grantee, its contractors, agents, and permittees may use the Easement Area for the purpose of access and occupation while constructing improvements to the adjacent right-of-way permitted in FAC25-0006 ("Grantee's Work"). Grantee shall at all times ensure that the Easement does not unreasonably interfere with Grantor's access to the Property from the adjacent public right-of-way, including but not limited to ADA access to Grantor's Property. In the event Grantee's Work requires access to portions of the Property in addition to that depicted in Exhibit C, Grantee may access an additional ten (10) feet of the Property beyond the Easement Area ("Additional Area"). Such Additional Area will be governed by the terms of the Easement, including but not limited to ensuring unimpeded access, including ADA access,to Grantor's Property. Grantee shall be entitled to apply to public authorities having jurisdiction for any and all permits necessary for the purposes described herein. Grantee shall be responsible for all work performed under such permit(s),along with any and all fees which may accrue during review of Grantee's permit application and after issuance of such permit(s). 3. Restoration.Subject to Paragraph 4, below,in the event"Improvements"(defined as"all things built or placed under, upon or above the surface of the Property")in the Easement ROW#.AST 116 Temporary Construction Easement-Staging-Long Term Page 1 of 5 Docusign Envelope ID: B1C74973-A1C4-4F76-84BF-A61B403FF5A9 Area are disturbed or damaged by any of Grantee's Work or use thereof,upon completion of such Work, Grantee shall, restore the Easement Area and any Additional Area so used by Grantee to a condition that is as good or better than that which existed prior to the Grantee's use, or as separately agreed to in writing; provided, however, that such restoration shall be consistent with Grantee's project improvements and the purposes described in Paragraph 2. During the Initial or any Extension Term(s), Grantee may, on an interim basis, restore the Easement Area to a reasonably safe and sanitary condition. 4. Term of Easement. The initial term of the Easement (the "Initial Term") shall commence upon the mutual execution of this agreement. During the Term(s), Grantor shall not make any material modifications or improvements to the physical condition of the Easement Area that would interfere with Grantee's purposes described in Paragraph 2. Grantee will provide no less than thirty (30) days written notice to Grantor before commencing Grantee's use of the Easement Area. Grantee shall be entitled to use the Easement Area for the performance of Grantee's Work for a period of 1Fifteen(15) consecutive months(the"Construction Period").The Easement will remain in effect until April 30, 2027 or until completion of Grantee's Work and restoration of the Easement Area, whichever occurs last. Grantee may, at its option, extend the Term ("Extension Term")for an additional (6,)months. 5. • Payment for Easement.Grantee will pay Grantor rThree Thousand Six Hundred Fifty and 00l100ths Dollars (0,650.00) upon execution of this Easement as payment for the Initial Term.If Grantee exercises its right to the Extension Term,Grantee will pay,prior to the start of said Term, an additional!Nine Hundred twelve and 150V100ths Dollars($,912.50) as payment for the Extension Term. Grantee shall not be entitled to refunds for partial uses of the Initial or Extension Terms. 6. Representations and Indemnifications.Grantee will exercise its rights under this Easement in accordance with the requirements of all applicable statutes, orders, rules and regulations of any public authority having jurisdiction. Grantee will indemnify Grantor from and against any and all claims,costs,liabilities, remedial expenses,and damages that arise from the exercise of the rights granted in this Easement by Grantee,its agents,contractors and permittees to the extent such claims, costs, liabilities and damages are caused by an act or omission of Grantee, its agents, contractors and permittees. To the extent permitted by RCW 4.24.115 Grantee's obligations under this indemnity shall apply to the extent that any such claims, costs, liabilities and damages arise from the negligence of Grantor,or Grantor's employees,agents and contractors. It is further specifically and expressly understood that the indemnification provided herein constitutes the Grantee's waiver of immunity under Industrial Insurance,Title 51 RCW,solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Easement. 7. Bindina Effect.This Easement is solely for the benefit of Grantee,and is personal to Grantee, its successors in interest and assigns. Grantee may permit third parties to enter the Easement Area to accomplish the purposes described herein,provided that all such parties abide by the terms of this Easement. This Easement, and the duties, restrictions, limitations and obligations herein created, run with the land, burden the Property and are binding upon Grantor and its successors,assigns,mortgagees and sublessees and each and every person who,at any time, has a fee, leasehold, mortgage or other interest in any part of the Easement Area 8. .Insurance. During the Term of this Easement, Grantee must maintain for the duration of this Easement, as provided in Section 4, and thirty (30) days thereafter, insurance against claims for injuries to persons or damage to property which may arise from,or in connection with Grantee, its agents, contractors and permittees exercising Grantee's rights under this Easement within the Easement Area and performance by Grantee of the indemnity agreement set forth in Section 6. At a minimum. Grantee will obtain insurance of the types described below: • Commercial General Liability insurance will be at least as broad as ISO occurrence form CG 00 01 and will cover liability arising from premises, operations, stop-gap independent contractors,products-completed operations,personal injury and advertising injury,and liability assumed under an insured contract. The Grantor will be named as an additional insured under the Grantee's Commercial General Liability insurance policy with respect to the work performed for the Grantor using an additional insured endorsement at least as broad as ISO Additional Insured endorsement CG 20 26. Commercial General Liability insurance will be written with limits no less than$5,000,000 each occurrence,$5,000,000 general aggregate. ROW*:AST116 Temporary Construction Easement-Staging-Long Term Page 2 of 5 Docusign Envelope ID: B1C74973-A1C4-4F76-84BF-A61B403FF5A9 • Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington. For Commercial General Liability insurance,the policy is to contain,or be endorsed to contain that Grantee's insurance coverage will be primary insurance as respects the Grantor. Any insurance, self-insurance, or self-insurance pool coverage maintained by the Grantor will be excess of the Grantee's insurance and will not contribute with it. Insurance is to be placed with an authorized insurer in Washington State. The insurer must have a current A.M. Best rating of not less than A:VII. If the Grantee maintains higher insurance limits than the minimums shown above,the Grantor will be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Grantee, irrespective of whether such limits maintained by the Grantee are greater than those required by this Agreement or whether any certificate of insurance furnished to the Grantor evidences limits of liability lower than those maintained by the Grantee. The Grantee will provide the Grantor with written notice of any policy cancellation within two business days of their receipt of such notice. Failure by the Grantee to maintain the insurance as required will constitute a material breach of this agreement, upon which the Grantor may, after giving five(5) business days'notice to the Grantee to correct the breach, immediately terminate the agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith,which Grantee shall reimburse to Grantor within a period of 60 days from payment. It is agreed that insurers shall have no right of recovery or subrogation against the Grantor, it being the intention of the parties that the insurance policies so affected shall protect both parties and be primary coverage for any and all losses covered by the insurance policy. Grantee must provide Grantor, on request, certificates of insurance evidencing such coverage and/or complete certified copies of all required insurance policies. Grantee may provide the coverage required herein under blanket policies provided that the coverage is not diminished as a result. 9. Legal Proceedings. Grantor and Grantee agree that in the event it becomes necessary for either of them to defend or institute legal proceedings as a result of the failure of the other to comply with this Easement,the prevailing party in such litigation will be entitled to be reimbursed for all costs incurred or expended in connection therewith, including, but not limited to,reasonable attorney's fees(including paralegal fees and fees for any appeals)and court costs. 10. Condemnation.This Easement is granted under the threat of condemnation. 11. Recording.Grantee will record this Easement in the real property records of Kind County,Washington. ROW#:AST116 Temporary Construction Easement-Staging-Long Term Page 3 of 5 Docusign Envelope ID: B1C74973-A1C4-4F76-84BF-A61B403FF5A9 Dated and signed this day of , 20 Day Month Year Grantor: City of Auburn,a Municipal Corporation By: Its: STATE OF WASHINGTON } }SS. COUNTY OF } I certify that I know or have satisfactory evidence that and (is/are) the person(s) who appeared before me, and said person(s)acknowledged that(he/she/they)signed this instrument, on oath stated that(he is/she is /they are) authorized to execute the instrument and acknowledged it as the and of to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. Dated: Signature: Notary Public in and for the State of Washington Notary(print name): Residing at: My appointment expires: Approved as to Form: Paul W. Digitally signed by Paul W. Moomaw Moomaw Date:2026.01.21 18.47.38-08'00' Sound Transit Legal Counsel ROW#.AST116 Temporary Construction Easement-Staging-Long Term Page 4 of 5 Docusign Envelope ID: B1C74973-A1C4-4F76-84BF-A61B403FF5A9 Dated and signed on this day of ,20 _ Day Month Year Grantee: Central Puget Sound Regional Transit Authority By: Its: STATE OF WASHINGTON }SS. COUNTY OF KING I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that (he/she)signed this instrument, on oath stated that(he is/she is) authorized to execute the instrument and acknowledged it as the of CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. Dated: Signature: Notary Public in and for the State of Washington Notary(print name): Residing at: My appointment expires: ROW#:AST116 Temporary Construction Easement-Staging-Long Term Page 5 of 5 Docusign Envelope ID: B1C74973-A1C4-4F76-84BF-A61B403FF5A9 ,iviiNs. ri A :, 41277 e G13Tto A 0'AL LAB Docusign Envelope ID: B1C74973-A1C4-4F76-84BF-A61B403FF5A9 R/W No.:AST-1 16 PIN:7816200060 CITY OF AUBURN,A MUNICIPAL CORPORATION,WHICH ACQUIRED TITLE TO SAID LOT 4 AS THE TOWN OF SLAUGHTER,A MUNICIPAL CORPORATION THAT PORTION OF GRANTOR'S PARCEL(SAID PARCEL BEING DESCRIBED IN EXHIBIT"A")LYING NORTHWEST OF A LINE DESCRIBED AS FOLLOWS: AT THE SOUTHWEST CORNER OF SAID GRANTOR'S PARCEL; THENCE ALONG THE WEST LINE THEREOF,NORTH 01°07'22"EAST A DISTANCE OF 163.05 FEET TO THE THENCE LEAVING SAID WEST LINE,SOUTH 89°20'04"EAST A DISTANCE OF 5.00 FEET; THENCE NORTH 01°07'22"EAST A DISTANCE OF 18.20 FEET; THENCE NORTH 45°18'11"EAST A DISTANCE OF 14.33 FEET; THENCE SOUTH 89°20'20"EAST A DISTANCE OF 19.37 FEET, THENCE NORTH 00°32'21"EAST A DISTANCE OF 5.00 FEET TO A POINT ON THE NORTH LINE OF SAID GRANTOR'S PARCEL LYING 204.74 FEET WEST OF THE NORTHEAST CORNER THEREOF AND THE OF SAID LINE DESCRIPTION. CONTAINING 281 SQUARE FEET,MORE OR LESS. 1mp NiAlcko 4� • AI41277 Q IST1 � �v °L'4L LAB / AST-116 1egal docx Jonathan M.Becker,P L S. Docusign Envelope ID: B1C74973-A1C4-4F76-84BF-A61B403FF5A9 TEMPORARY CONSTRUCTION EASEMENT SE 1/4 NE 1/4 SEC 13,T 21 N,R4E,W.M. 1ST ST NW 0 SEE DETAIL A N89°20'20"W i r THIS SHEET of �t, 4 i'"--- N89°20'20"W 226.19' _- -� _ -il' '204.74' . 1 • I w 3 ( Ai I I i-- j 2 n TION r� co y o co o_ I FIRST ADD'I- Ft m Z Q z W 6 TO SLAUFO 84 — w _O cv r. NI- -- _ _ VOL pCK1 N FAD3 6L 1.8 I 0 o oi b °ts $ 2 Z Z i .30' JI N89°02'57"W 239.62' bl co WEST MAIN ST - — -•-- — .__ 1 N89°02'57"W I/ N8920'20"W 226.19' 17'�� L1 N45°18'11"E 18.45' — \^ ¢' /L a J-0'- L2 N89°20'04"W 5.00' ':;i/ 204.74 L3 N01°07'22"E 18.20' ./N' L4 N45°18'11"E 14.33' L5 N89°20'20"W 19.37' I N PI L6 N00°32'21"E 5.00' I M ^j w .y-16 ti,,IJ W N -1 In N m n P 0 L z DETAIL A 1"=20' LEGEND NAD 83(2011) EASEMENT LINE TEMPORARY 30 15 0 30 60 EXISTING RIGHT-OF-WAY LINE STREET CENTER LINE PLATTED LOT LINE PARENT PARCEL SCALE IN FEET [' ' ] NOTE:PARCEL AREA IS TAKEN FROM COUNTY TEMP CONST ESMT ASSESSOR RECORDS. • 1/ 11, PARCEL AREA' 46.956 SF ar- i• CONST ESMT:__ 2F • Soutaftuntr f4-3(Al 'Ur _ r' EXHIBIT"C" G�INTB .i •Jr� RAN NO.AST-116 PARCEL MAP �- 41277 �+° ASSESSOR NO.: 7816200060 DATE: 03/07/2025 W FURTADO 0/811 ,.# OWNER:CITY OF AUBURN Oki LAB BLOCK NO.: 1 LOT NO.: 1-8 11% "/// CITY OF AUBURN KING COUNTY,WA docusign. Certificate Of Completion Envelope Id: B1C74973-A1C4-4F76-84BF-A61B403FF5A9 Status:Sent Subject:Complete with Docusign:AST116_PSA Source Envelope: Document Pages:20 Signatures: 1 Envelope Originator: Certificate Pages:2 Initials: 1 Deana Slater AutoNav: Enabled 401 S Jackson St Envelopeld Stamping: Enabled Seattle,WA 98104 Time Zone: (UTC-08:00)Pacific Time(US&Canada) c-deana.slater@soundtransit.org IP Address:24.18.115.124 Record Tracking Status:Original Holder:Deana Slater Location: DocuSign 2/19/2026 4:50:55 PM c-deana.slater@soundtransit.org Security Appliance Status:Connected Pool:StateLocal Storage Appliance Status:Connected Pool:Sound Transit Location: Docusign Signer Events Signature Timestamp Clint Dameron p-S,gnedby Sent:2/19/2026 4:53:55 PM clint.dameron@soundtransit.org Viewed:2/20/2026 8:10:40 AM Acting Director-Real Property �79AOE19A127C48C Signed:2/20/2026 8:11:10 AM Sound Transit Signature Adoption: Pre-selected Style Security Level: Email,Account Authentication (None) Using IP Address:76.28.207.188 Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Seth Hemelstrand Sent:2/19/2026 4:53:55 PM c-seth.hemelstrand@soundtransit.org Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy Events Status Timestamp Deana Slater COPIED Sent:2/19/2026 4:53:55 PM c deana.slater@soundtransit.org Viewed:2/20/2026 8:45:05 AM Sr.Closing Specialist Sound Transit Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/19/2026 4:53:55 PM Signing Complete Security Checked 2/20/2026 8:11:10 AM Payment Events Status Timestamps Docusign Envelope ID: B3A942D5-1749-4F3D-B98A-7035F61992BB 2/20/2026 Docusign Envelope ID: DCEB8914-583F-4FBD-AF60-7E9C8B747C92 2/23/2026 Certificate Of Completion Envelope Id: DCEB8914-583F-4FBD-AF60-7E9C8B747C92 Status: Completed Subject: Complete with Docusign: AST116 PSA extension Source Envelope: Document Pages: 1 Signatures: 1 Envelope Originator: Certificate Pages: 2 Initials: 0 Deana Slater AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 401 S Jackson St Seattle, WA 98104 c-deana.slater@soundtransit.org IP Address: 24.18.115.124 Record Tracking Status: Original 2/23/2026 9:27:16 AM Holder: Deana Slater c-deana.slater@soundtransit.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: Sound Transit Location: Docusign Signer Events Signature Timestamp Clint Dameron clint.dameron@soundtransit.org Acting Director - Real Property Sound Transit Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 76.28.207.188 Sent: 2/23/2026 9:30:07 AM Viewed: 2/23/2026 9:33:48 AM Signed: 2/23/2026 9:33:57 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Deana Slater c-deana.slater@soundtransit.org Sr. Closing Specialist Sound Transit Security Level: Email, Account Authentication (None) Sent: 2/23/2026 9:30:08 AM Resent: 2/23/2026 9:33:58 AM Viewed: 2/23/2026 9:38:14 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/23/2026 9:30:08 AM Certified Delivered Security Checked 2/23/2026 9:33:48 AM Signing Complete Security Checked 2/23/2026 9:33:57 AM Envelope Summary Events Status Timestamps Completed Security Checked 2/23/2026 9:33:57 AM Payment Events Status Timestamps