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HomeMy WebLinkAbout11-106 - Tukwila Village Development Associates LLC - Right of Entry AgreementContract No. 11 -106 RIGHT OF ENTRY AGREEMENT Council Approval N/A This Right of Entry Agreement (the "Agreement) is entered into by and between the City of Tukwila, Washington, a noncharter optional municipal code city hereinafter referred to as the "City and Tukwila Village Development Associates, LLC, hereinafter referred to as the "Developer whose principal office is located at 20127 1h Avenue SE, Building A Suite 300, Puyallup, WA 98374. WHEREAS, the City has entered into negotiations with the Developer for the Developer to purchase and develop the City's property known as Tukwila Village (the "Property"); and WHEREAS, the Developer desires to conduct a survey and perform certain geotechnical and environmental tests and studies with respect to the above described Property and may hire other firms, "Contractors" to perform said work; therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Description of Work to be Performed by Developer. The Developer may conduct services as described on Exhibit A (the "Work attached hereto and incorporated herein by this reference as if fully set forth. In performing the Work, the Developer shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such Work. The Developer shall request and obtain prior written approval from the City if the scope of Work is to be modified in any way. 2. Propertv Representation. City represents and warrants that it is the owner of the Property which consists of certain parcels of real property as described in Exhibit B and attached hereto. 3. Disruption and Debris. The Work may be conducted with some disruption to the Property. The Developer shall seek to minimiz disruption of the Property. The Developer shall, upon completion of the Work or termination of this Agreement, remove all debris and restore the affected surface of the Property as reasonably possible to the condition immediately prior to start of the Work. 4. Utilities. The Developer shall perform the Work with consideration for the location of existing utilities and in such as manner which shall avoid interruption to existing utilities. In the event of any interruption to existing utilities, Developer shall notify affected utility companies and the City as quickly as is reasonably practicable. 5. RKe orts. The Developer shall provide the City with copies of the final reports produced in connection with performance of the Work. 6. Compensation. The Developer shall undertake the Work for its own purposes and shall receive no compensation or reimbursement from the City. 7. Contractors. The Developer may hire other finns "Contractors to perform the Work. The Developer shall require each Contractor to provide the City with a signed agreement in which the Contractor indemnifies the City and provides proof of insurance in accordance with the applicable paragraphs below. 8. Entrv. The Developer and Contractors shall have the right of ingress and egress, in a reasonable manner, to and from the Property, to conduct the Work (the "Entry"). Said Entry shall be limited to the hours between 8:00 a.m. and 8:00 p.m. and shall be limited in scope and duration as is reasonably necessary for the performance of the Work. Prior to each and every Entry, the Developer shall provide the City with at least 24 hour advance notice of the same, except where unforeseen circumstances or an emergency prevent such notice, in which event the Developer shall notify the City as soon thereafter as reasonably practicable. 9. Indemnification. The Developer and Contractors shall indemnify, defend and hold harmless the City, its officers, agents and employees, from and against any and all claims, losses or liability, including reasonable attorney's fees, arising from injury or death to persons or damage to property occasioned by any act, omission or failure of the Developer and /or Contractor, or their officers, agents and employees, in performing the Work covered by this Agreement. With respect to the performance of this Agreement and as to claims against the City, its officers, agents or employees, the Developer and /or Contractors expressly waives their immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to their employees, and agrees that the obligation to indemnify, defend and hold harmless provided for in this paragraph extends to any claim brought by or on behalf of any employee of the Developer and /or Contractors. This waiver is mutually negotiated by the parties. Page 1 of 4 This paragraph shall not apply to any injuries or damages resulting from the sole negligence of the City, its officers, agents or employees. To the extent any injuries or damages referenced in this paragraph were caused by or resulted from the concurrent negligence of the City, its officers, agents or employees, this obligation to indemnify, defend and hold harmless is valid and enforceable only to the extent of the negligence of the Developer and /or Contractors, or their officers, agents and employees. 10. Insurance. A. The Developer and Contractors shall procure and maintain in full force throughout the duration of this Agreement comprehensive general liability insurance with a minim coverage of $500,000.00 per occurrence /aggregate for personal injury and property damage. Said policy shall name the City of Tukwila as an additional named insured and shall include a provision prohibiting cancellation or reduction in the amount of said policy except upon thirty (30) days prior written notice to the City. Cancellation of the required insurance shall automatically result in termination of this Agreement. B. Certificates of coverage for the Developer as required by Paragraph A above shall be delivered to the City within fifteen (15) days of execution of this Agreement. Certificates of coverage for the Contractors as required by Paragraph A above shall be delivered to the City prior to the initial Entry corresponding to the Work to be performed by said Contractors. 11. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing upon the date of execution by all parties and ending July 31, 2012 unless sooner terminated under the provisions hereinafter specified. 12. Termination. This Agreement may at any time be terminated by the City giving to the Developer thirty (30) days written notice of the City's intention to terminate the same. 13. Entire Agreement. This Agreement contains the entire Agreement between the parties hereto and no other Agreements, oral or otherwise, regarding the subject matter of this Agreement, shall be deemed to exist or bind any of the parties hereto. Either party may request changes in this Agreement. Proposed changes which are mutually agreed upon shall be incorporated by written amendments to this Agreement. 14. Notices. Notices to the City of Tukwila shall be sent to the following address: Office of the Mayor, City of Tukwila, 6200 Southcenter Blvd., Tukwila,Washington 98188. Notices to the Developer shall be sent to the address provided by the Developer under the signature block below. 15. ADDlicable Law; Venue: Attornev's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its reasonable attorney's fees and costs as determined by a court of competent jurisdiction. DATED this 4R Ad day of CITY OF TUKWIL By:��� Title Haggroe ayor A ST /AUTH JNTICATED: Christy O'Flaher�, CMC, City Clerk U APPROVED AS TO FORM: Office of the City Attorney By. �c't— DEVELOPER: By: Title: Pr ts 4 .2011 a a e It J o �aha01-e► 4 Printed Name: _K1-K1 k Address: d Q/ SE. I�r''K� D Pu va H/f1 I gx 7 Date approved by City Council: Not ADDlicable Page 2 of 4 EXHIBIT A DESCRIPTION OF WORK Locate underground utilities. Perform an ALTA survey. Perform soil borings and advance monitoring wells for colletion of soil and ground water samples with the final location and number of borings to be determined based on access and utilities. Expected work duration for each boring will be 1 day (3 -6 hours). GeoProbe drilling utilizes a pickup truck sized vehicle (area required approximately 20 x 10 feet). Hollow -stem auger boring utilizes a truck -sized vehicle (area required approximately 40 feet x 10 feet). Access will not be blocked. Boreholes will be capped with cold patch asphalt, quick setting concrete or otherwise as appropriate to match ground surface. Page 3 of 4 EXHIBIT B PROPERTY The Property comprises those parcels known as "Tukwila Village" as listed below and shown on the attached map: Assessor Parcel Numbers: 152304 -9242, 152304 -9096, 155420 -0030, 152304 -9092, 155420 -0005, 155420 -0010, 155420 -0015, 155420 -0020, 155420 -0036, 155420- 0025, 155420 -0025, 155420 -0037, 155420 -0033, 155420 -0035, 155420 -0034, 004000 -0180, 004000 -0194, 004000 -0146, 004000 -0145, 004000 -0191, 004000- 0196, 004000 -0198, and 152304 -9208. Page 4 of Tukwila Village Property 151 ft 'moo' CityGIS r'soa Copyright O 2006 All Rights Reserved. The information contained herein is the proprietary property of the contributor supplied under license and may not be approved except as licensed by Digital Map Products.