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Home My WebLink About2015 - Right of Entry and Release Agreement - Open Frame LLC - 20151104000107After recording return to: Open Frame, LLC PO Box 654 Kirkland WA 98083 Attn: General Counsel Document Title: Right of Entry and Release Agreement CITY OF TUKWIL AG 77.00 PAGE -001 OF 005 11/04/2015 09:21 KING COUNTY, UA Reference numbers of documents released: 20130709001147; 20130709001148 Grantor /Grantee: Open Frame, LLC; City of Tukwila Abbreviated Legal Description: Ptn of Lots 1 and 2, City of Tukwila BLA #L05 -25 Tax Parcel Numbers: 022310 - 0010 - 07;022310 -0020- 05;022300- 0020 -07 RIGHT OF ENTRY AND RELEASE AGREEMENT 11 THIS RIGHT OF ENTRY AND RELEASE AGREEMENT (this "Agreement ") is entered into this 1? r`day of Qu4i0A-1---"2015 by and between OPEN FRAME, LLC, a Washington limited liability company, hereinafter referred to as "Open Frame" and TUKWILA, a noncharter optional municipal code city hereinafter referred to as the "City." WHEREAS Open Frame owns property located at 100 and 150 Andover Park West in Tukwila, Washington, which is also known as King County parcel numbers 022300 -0020, 022310 -0010 and 022310 -0020 (the "Open Frame Property "); WHEREAS, in connection with the City's construction of the Tukwila Transit Center project, Open Frame granted the City a Temporary Construction Easement (King County recording number 20130709001148) ( "Temporary Construction Easement ") over a portion of the Open Frame Property as described in the Temporary Construction Easement (the "TCE Tract "); WHEREAS during construction of the Tukwila Transit Center project, City contractors altered the physical features within the TCE Tract without written authorization from Open Frame to do so; WHEREAS such unauthorized work included installation of trees that are unwanted by Open Frame, as well as other modifications; and 1 WHEREAS the parties hereto have negotiated a mutually acceptable solution to this NOW, THEREFORE, in consideration of the mutual promises set forth herein, it is agreed as follows: 1. Open Frame hereby grants the City, and the City's officers, officials, employees, agents, and contractors, the right and authorization to enter the TCE Tract for the purpose of conducting the work described in Exhibit A hereto (the "Work "). The term of this right of entry shall be for so long as is necessary for the City to conduct the Work, which the City will endeavor to do as quickly as possible. In no event will the term of this right of entry extend beyond December 31, 2015. issue. 2. Open Frame represents and warrants that it is the owner of the Open Frame Property, and that the signatory below is duly authorized by Open Frame to execute and deliver this Agreement on its behalf. 3. The City shall have the right of ingress and egress over the tax parcel 022310 -0010 of the Open Frame Property as necessary to reach the TCE Tract to conduct the Work, to the extent that it is not reasonably practicable to reach the TCE Tract via the City's property for that purpose. The City may use up to one parking space on that portion of the Open Frame Property in connection with the Work, but otherwise will use that portion of the Open Frame Property solely for ingress and egress as provided above. It is understood that the Work will take place entirely on the portion of the TCE Tract marked "Plaza" on Exhibit B of the Temporary Construction Easement. 4. The City shall complete all Work at its sole cost and expense, and keep the Open Frame Property free of liens resulting from the Work. The Work will be carried out in accordance with the terms and conditions of the Access Protocols attached to the Temporary Construction Easement as Exhibit C; except that the Parties hereby agree that the Work may be conducted during the City's normal working hours, which are between 7:00 a.m. and 5:00 p.m. The Access Protocols, including without limitation the indemnification provisions in Section 4 thereof, are made a part of this Agreement and will apply in full to the Work, to the extent applicable. Notwithstanding the foregoing, the indemnification provisions of Section 4 of the Access Protocols will not apply to the extent that any matter otherwise to be indemnified against arises out of the negligence of Open Frame. 5. In consideration of the City's agreement to complete the Work, Open Frame agrees to release the City from any and all claims, actions, expenses and compensation whatsoever, under State or Federal law, resulting from the City's unauthorized work on the Premises during the Tukwila Transit Center project, effective upon the City's completion of the Work in accordance with this Agreement, and except for claims arising out of this Agreement. The City will give written notice to Open Frame upon completion of the Work. 6. This following agreements and instruments entered into by the parties in connection with the Tukwila Transit Center project are acknowledged to be of no further force or effect, and the parties hereby release and relinquish all rights and obligations thereunder, and any record interest in any real property created thereby: 2 (a) Settlement Agreement dated June 20, 2013, recording no. 20130709001147; (b) Right of Entry Agreement to be entered into pursuant to the Settlement Agreement (not known if executed or recorded); and (c) Temporary Construction Easement dated June 20, 2013, recording no. 20130709001148, including unrecorded Extension of Temporary Construction Easement dated May 14, 2014. This Agreement is being recorded for the sole purpose of the relinquishment and release of prior recorded instruments under this Section 6, and the City shall have no ongoing record interest in the Open Frame Property by virtue of this Agreement. 7. This Agreement is the entire agreement of the parties and supersedes any prior agreement with respect to the subject matter hereof. This Agreement may not be modified or assigned without the written consent of the parties. If a court of competent jurisdiction deems any provision of this Agreement invalid or unenforceable, the remaining provisions shall remain in full force and effect. 8. This Agreement may be executed in identical counterparts. 9. Any notices shall be delivered in person or mailed by certified post and addressed to the City or Open Frame at the addresses set forth below. IN WITNESS WHEREOF, the parties have set their hands the date and year first above written. OPEN FRAME, LLC B John tokke, Commercial Property Manager PO Box 654 Kirkland, WA 98083 CITY OF TUKWILA By Bob Giberson, Public Works Director 6200 Southcenter Boulevard Tukwila, WA 98188 APPROVED AS TO FORM: 3 Rachel B. Turpin, City Attorney STATE OF WASHINGTON } } COUNTY OF KING } ss. On this "day of O bt , 206 before me persona 1 a, sea e. a, �WL �� , to me known to be the OA 11, o 0 EN FRAME, LLC, a Washington limited liability company, the limited liabili y company that executed the within and foregoing instru•• -nt, and acknowledged the said instrument to be the free and voluntary act and deed of sa'• limited liability compa y, f• '- uses and purposes therein mentioned, and on oath stat- s that : • r : e w; s . ho 'zee • e ecute sad instrument. ' . ` files �r��r Na (typed or printe• . �, i • NOTARY PUBLIC in and for the Slate of Washington Residing at b -S WIi'VLS) VJP My appointment expires: �4e-j is) 20(g JULIE K. PRAT NOTARY PUBLIC STATE OF WASHINGTON COSJOI EXPIRES MAY 19, 2018 STATE OF WASHINGTON } } COUNTY OF KING } ss. On this a 3''i day of 02i 1- 0,h,en, , 20 15, before me personally appeared 9ivlo pa, 6... , to me known to be the Vail Wort:s IbYreCFdof TUKWILA, a noncharter optional municipal code city, the municipality that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said municipality, for the uses and purposes therein mentioned, and on oath stated that he or she was authorized to execute said ,instrument. �0 0-80-I �,u a.i itaftwooArg •t1111w1,,,,,\‘‘ Name (typed or printed): 4,1e-ti SSA_ R. //AO-- NOTARY P�JBLIC in and for the State of Washington Residing at ik U;Li .) My appointment expires: / / /q / /(, 4 Exhibit A Description of Work 1. The City will remove the benches placed on the TCE Tract for reuse at another site. 2. The City will send Open Frame options for replacing the trees planted by the City. Open Frame will select one of the replacement options provided by the City and the City will replace the trees in the fall of 2015. 3. The area on the TCE Tract where the benches are being removed will be filled in with - additional landscaping area, but no rocks will be placed. The City will propose the location and size of additional landscaping area along with the proposed list of shrubs for these areas. Open Frame will then approve the design before the City removes concrete and adds plants. 4. The City will replace the existing bark in the planting areas of the TCE Tract with another non - staining mulch material to minimize or to avoid future staining of the sidewalk area. G # : s °.4SRr .'r:s' €iTZt $ftif.!4 1'r.k.._, i.411/1 i1t #a1 a p >ai* }fa `4 0;F 1'''t3 > irtt :A. 4f'!'■44 'tEs.Y! j3aiitrts3ia:.." •,til T::�'f °. �'E`�., .;s�.�� ?�.;lSi1B'f �:•ei 'F ?ittvo 'ift "r:: i ^s "iti:fti t$ ,,Ifl. E; ,j� r , . i) c�rr ai• Ff4 di r} ,•.x € #ia 114 I tE 4111 6., •., : i • d'. P= . v _ gYF: 're .t.rsi °r,'?# 4.44 1'.• f f? 4 't;aieiift.4;1044,?ir;i'.?ris# 'iF_, re' StiL, !0', d# 411' r Exhibit A