HomeMy WebLinkAbout1994 - Parking Agreement - Xerox Corporation - 94121401179412140117
City Hall parking lot 0 el
AFTER RECORDING RETU' 0:
CITY OF TUNWILA
6200 SOUTHCENTER BLVD. REC�EIVE[) TI-115
EXHIBIT D
TUKWILA, WA 98188
ATTN: JOHN MdFAPJAND
PARKING AGREE M NT E
UEC 30
C 7"y OF
R Y T 91 _E 1 0 ii IVIA Y0 4s OFFICE,
U 4.
THIS AGREEMENT is entered RLht&QD-4 c-IS Cra
ii1t!c COUNITY
/Vc V a (3L rte. 1994, by and between the CITY OF
TUKWILA (hereafter the "City" or "Tukwila") and Xerox Corporation
(hereafter "Xerox") for the purpose of creating an irrevocable license to
accommodate the parking of Xerox owned/Xerox employee operated/Xerox
visitor.. passenger vehicles of parties using, occupying or visiting the property
described in Exhibit A hereto, and commonly known as 6400 South Center
Boulevard, Tukwila, Washington (the Xerox Parcel"), on property formerly
owned by Xerox and now underthe ownership of the City of Tukwila, as more
fully described in Exhibit A hereto and commonly known as 15447 65th
Avenue South, Tukwila, Washington (the "Parking Lot Parcel").
Based on'the foregoing, and for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, IT IS HEREBY
UNDERSTOOD AND AGREED that:
1. Parkinq: Through this license, the City agrees to allow Xerox
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to use twenty (20) parking spaces located on the Parking Lot Parcel. When the
City completes its final architectural plans for development of the site, the
location of the parking spaces will be shown on a diagram which will be
attached hereto as Exhibit C. The City will use reasonable efforts to select
parking spaces that are as close as reasonably possible to the main entrance to
the building on the Xerox parcel. Xerox shall have twenty-four (24) hour per
day, seven (7) day per week access to such parking spaces.
2. Pavment. Xerox transferred its fee interest in the Parking Lot
Parcel to the City, in exchange for the purchase price stated in that certain
Real Estate Purchase and Sale Agreement dated October 12, 1994, by and
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00'tl 1 600 Su 0038 AINA03 SKIN WV OWE 2TT0-*_t
between the parties hereto. In recognition of the value of the parking license
in the purchase price of the aforementioned property which contains the
parking area, the City agrees to levy no charge to Xerox for use of the 20
spaces during the initial term of this license. Upon expiration of the initial
term of the license, Xerox may exercise their option to extend the license
agreement as described in Section 6 of this agreement. The parking stall price
for the option periods will be determined by fair market value for similar
parking stall rates in the Southcenter, SeaTac and Renton area. If the two
parties cannot agree on a fair market value, they will promptly, hire a
mutually acceptable MAI appraiser to assess the value of the parking stalls.
The findings of the appraiser shall be binding on both parties. Expenses for
the appraisal shall be shared equally.
3. Indemnitv and Insurance. Xerox agrees to indemnify and to
hold the City harmless from and against any and all claims, losses, damages,
and expenses incurred by the City (including, without limitation, reasonable
expert witness and attorneys fees) arising from any negligent act or omission
10 of Xerox, its agents, servants, or employees with respect use of the licensed
cV parking spaces pursuant to the terms of this Agreement. The City agrees to
indemnify and to hold Xerox harmless from and against any and all claims,
losses, damages, and expenses incurred by Xerox (including, without
limitation, reasonable expert witness and attorneys fees) arising from any
negligent act or omission of the City, its agents, servants, or employees with
respect to the Parking lot Parcel, and the City's exercise of its rights and
performance of its obligations under the terms of Section 7 of this
Agreement. The indemnification provisions contained herein shall survive the
termination of this Agreement.
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Xerox agrees that it shall carry a primary layer of comprehensive
general liability and auto insurance in the amount of at least Five Million
Dollars ($5,000,000). Xerox agrees to notify the City within thirty (30) days in
the event that coverage decreases in any amount. Notwithstanding the
foregoing, it is hereby agreed that Xerox, at its sole option, may self- insure
this risk. The City hereby agrees that at all times during the term of this
Agreement it shall maintain in full force and effect comprehensive general
liability insurance coverage with a combined single limit of Five Million
($5,000,000.00) Dollars and automobile liability insurance coverage in an
amount not less than One Million ($1,000,000.00) Dollars. The City agrees to
notify Xerox thirty (30) days in advance in the event that said coverages will
decrease or be cancelled.
4. After the initial location of the twenty spaces is agreed upon
and documented in Exhibit C which will be attached hereto, said spaces shall
be marked as "Xerox" by and at the expense of Xerox. The City reserves the
right to change the location of the designated parking spaces within the
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Parking Lot Parcel upon thirty (30) days written notice to Xerox; provided,
however, that the City shall use best efforts to locate them adjacent to the
Xerox Parcel. Any subsequent designation of the changed parking spaces as
"Xerox" spaces shall be at the sole expense of the City. The City shall use
reasonable efforts to ensure that use of the spaces designated for use by
Xerox shall not be used by unauthorized parties. During the term of this
Agreement, the City shall maintain reasonably acceptable lighting for the
Parking Lot Parcel. The City shall be solely responsible for all repair,
maintenance, and improvement of the Parking Lot Parcel, and snow and ice
removal from said Parking Lot Parcel.
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5. The parking rights described herein belonging to Xerox may be
assigned or otherwise transferred upon the sale, lease or sublease of all or a
portion of Xerox's existing building at 6400 Southcenter Blvd. The City shall
not be liable to Xerox or its assignee or successor for any interruption of use of
the rights granted under this Agreement due to repairs, improvements or
alterations of the parking lot; PROVIDED that Xerox shall not be obligated to
make payment for any day or days during which the repairs, improvements or
alterations are caused by or undertaken at the direction of the City, and
further provided that such repairs, maintenance and improvements shall be
performed in a good and workmanlike manner, diligently commenced and
diligently pursued until completion. Additionally, the City retains the right
upon five working days notice to temporarily suspend the parking agreement
to accommodate a special parking requirement of the City, but in no event
shall any such suspension exceed five (5) consecutive business days, or more
than fifteen (15) business days within any twelve (12) month period. Xerox
shall not be required to pay the charges described herein for any days during
any such emergency suspension
^d 6. Term. This Agreement shall be in full force and effect for
.N JANUARY 1, 1995
fifteen vears, commencing on and terminating on
''r DECEMBER 31, 2009
Cr- r-2 with two separate ten year renewal options,
JANUARY 1 2010 JANUARY 1, 2020
commencing on 0 j and respectively,
provided that Xerox may terminate the license at anytime upon ten (10) days
written notice to the City Xerox may exercise either or both their option
periods. by giving the City 180 days written notice in advance of the
commencement date of such option period.
7. For so long as Xerox is in full occupancy of the Xerox Parcel and
until such time as alternative access to the Parking Lot Parcel is developed,
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Xerox agrees to provide reasonable access to the City, its agents, servants,
employees and invitees through its driveway off of Southcenter Blvd. located
at 6400 Southcenter Blvd. In exchange for this reasonable access, the City
agrees to promptly sand, clear and keep the driveway clear from ice and snow
during this period. The City shall use reasonable efforts to establish
alternative access to the Parking Lot Parcel promptly. Until such time that the
the City has developed the Parking Lot Parcel, and access to same, and
designated the final location of the twenty parking spaces provided in this
Agreement, then Xerox shall have the right to park up to fifteen (15) cars on
the currently paved portion of the Parking Lot Parcel, which is adjacent to the
Xerox Parcel. The City shall diligently commence and diligently pursue the
development of the Parking Lot Parcel and the designation of the twenty (20)
parking spaces.
8. Effective Date. This license shall become effective upon the
transfer of ownership of the Parking Lot Parcel from Xerox to the City. Upon
the request of either party, both parties shall execute a letter agreement
which confirms the effective date of this Agreement.
0 9. Binding Nature. This Agreement shall be in full force and shall
cV be binding upon and inure to the benefit the tenants, subtenants, heirs,
assigns, and successors of the parties hereto. Without limiting the generality
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of the foregoing, it is the intent of the parties hereto that Xerox's rights
under this agreement shall be freely assignable or otherwise transferable to
any tenant, subtenant or other party occupying the building commonly
known as 6400 South Center Boulevard, Tukwila, Washington.
10. Recordinq All provisions of this Agreement, including the
benefits and burdens, run with the land and are binding upon and inure to
benefit of the parties referred to in Section 9 above. The covenants contained
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in this Agreement are covenants running with the land Upon the sale,
transfer or conveyance of all or any portion of the Parking Lot Parcel, such
purchaser or transferee shall be deemed to have agreed to and accepted all of
the terms of this Agreement. Either party hereto shall have the absolute
right to record this Agreement on the land records of King County,
Washington, against either or both of the Parking Lot Parcel and /or the
Xerox Parcel.
DATE: /7
CITY OF TUKWILA XEROX CORPORATION
B D U B
MorJohn W. Rants 4aA. FIaim, Ma ager
U ate Real Estate West
Attest/Authenticated
r�
e
Ape Lantu
y Clerk
Approved as to form:
Lin oven
City Attorney
State of
County of /lj
On thiscO day rf 1994,befo undersigned, a
Notary7lu is in an or fne Sfa of of 2�G duly
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commissioned and sworn, personally appeared 5(OhA- to
.me known to be the person who signed as of
u r the corporation /governmental Wo%V79 execu_ fecTfhe
witnin toregoing instrument, and acknowledged said instrument to be
the free and voluntary act and deed of said corporation /governmental entity
for the uses and purposes therein mentioned, and on oath stated that she /he
was duly elected, qualified and acting as said 9", of the
corporation /governmental entit that she /he was au�ho ed�o execute said
instrument and that the seal affixed, if any, is the cor orate /governmental
seal of said corporation /governmental entity.
WITNESS my hand and official seal hereto affixed the day and year in this
certificate above written.
NUIP AR
x St ate of
My orra i j00* yes 7 r••'
Pl1Mx 0: t i
',UST
�f1�11111/
State of
County of
On this 11fivx day of lvvj eM�-" ,1994, before me, the undersigned, a
Notary FO fic in an the M of cA, j� duly
commissioned and sworn, personally appeared TA-n, 7. FuAl r to
me known to be the person who signed as tt\ GM1P.( j.)rof
�C�2o�c Co nog the corporation/ en�a�-i9ey ihaf execufecTfhe
whin and instrument, and acknowledged said instrument to be
the free and voluntary act and deed of said corporation governmental entity
for the uses and purposes therein mentioned, and on oath stated that she /he
was duly elected, qualified and acting as said 0 6 f the
corporation /governmental entity, that she /he was au orri d to execute said
instrument and that the seal affixed, if any, is the corporate /governmental
seal of said corporation/ governmental entity.
WITNESS my hand and official seal hereto of ed the day and year in this
certificate abov n.
KY PUBLIC ate of ae F'c.�iv,
My Commission expires:
a .Y COMM. 1000996 a
Notary Public California a
ORANGE COUNTY
MY Comm. Expires OCT 22. 1997
J )851 SST 1ST ST #900 SANTA ANA, 'CA 27
9?7Q.5
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CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT No. 5907
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State of .4 z- Ave w A
County of 0 ,0e 4.1V G E
On /✓6'd g �'S/ before me, e.
DATE NAME, TITLE OF OFFICER E.G., "JAN'€ DOE, NOTARY PUBLIC" i
personally appeared ^A 2K
NAME(S) OF SIGNER(S)
personally known to me OR proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is /are
i subscribed to the within instrument and ac- 1
knowledged to me that he /she /they executed
the same in his /her /their authorized
capacity(ies), and that by his /her /their
signature(s) on the instrument the person(s),
t or the entity upon behalf of which the i
1 person(s) acted, executed the instrument. 4
1 RONALD E. SALDA l
a X COMM. 1000996 Z t
Z Notary Public California D WITNE hand and official s 1
ORANGE COUNTY
t My Comm. Expires OCT 22. 1997
1851 E ST 1 ST ST #900 SANTA ANA, CA 92705
SIGNATURE OF NOTARY l
1
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OPTIONAL
C� 1 Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
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TITLE(S) TITLE OR TYPE OF DOCUMENT
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1 OTHER: A10 A/ 4 0 G 9 �'j �e
e P G�PA� 7Z' �S.A C_ ES r rc LtJ �S; DATE OF DOCUMENT
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SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES)
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17'1 s9N h►Cc SIGNER(S) OTHER THAN NAMED ABOVE
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