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Home My WebLink About22-132 - HealthPoint - Temporary Usage Agreement: Pawn Shop ParcelContract No. 22-132 Council Approval N/A TEMPORARY USAGE AGREEMENT This Temporary Usage Agreement (the "Agreement") is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter refened to as the "City," and HealthPoint, a Washington public benefit corporation, hereinafter refened to as the "Buyer," whose principal office is located at 955 Powell Avenue SW, Renton, Washington 98057 (collectively, the City and Buyer shall be referred to as "the Parties"). WHEREAS, the City holds ownership title to five parcels of land located in the City of Tukwila, King County, Washington, identified as King County Tax Parcel Numbers 004000-0175, 004000-0190, 004000-0252, 004000-0253, and 004000-0255, consisting of an aggregate of approximately 1.69 acres, and shown on Exhibit A (the "Property"), attached hereto and incorporated herein by this reference; and WHEREAS, on December 23, 2020, the City and Buyer executed a Real Estate Purchase and Sale Agreement (the "PSA"), which set forth the terms and conditions for the Buyer to purchase the Property from the City for the purpose of developing a project known as the Tukwila Health and Wellness Center (the "Project"); and WHEREAS, the Buyer has deposited $2,500,000 toward the purchase price of the Property and, according to the PSA, is scheduled to pay the remainder of the purchase price by the closing date, which is on or before June 30, 2023; and WHEREAS, the Buyer owns title to one parcel of land that is adjacent to the Property and identified as King County Tax Parcel Number 004000-0254, and also shown on Exhibit A (the "Pawn Shop Parcel"); and WHEREAS, in order to gain certain efficiencies and to expedite the development of the Project including demolition of the structure on the Pawn Shop Parcel, the Buyer desires to access the Property prior to the closing date for certain uses as described this Agreement, the "Allowed Uses"; and WHEREAS, the City desires to have no liability or additional costs due to the Buyer's urse of the Property and desires the Buyer to maintain the Property; NOW, THEREFORE, in consideration of the mutual promises, benefits, ter n7s and conditions hereinafter contained, the Parties hereto agree as follows: 1. Allowed Uses. The Buyer may use the Property for equipment and materials and parking related to demolition of the structure on the Pawn Shop Parcel. Buyer shall maintain the Property, including mowing and maintaining the fence in good working order at all times. When using the Property, the Buyer and any contractors, subcontractors or delegates shall at all times comply with all Federal, State, and local statutes, rules and ordinances. The Buyer shall request and obtain prior written approval from the City if the use of the Property is to be modified in any way. 2. Pro er Re )re:sentation. The City represents and warrants that it is the legal and beneficial owner of the Prop ch consists of real property as shown on Exhibit A attached hereto. 3. Site Control. The Buyer shall have the right to use and control the Property under the terms of this Agreement. The City shall have the right to enter the Property at any time for purposes of ensuring the provisions of this Agreement are being met and for any other purposes that are not inconsistent with the rights granted to the Buyer herein. 4. Debris and Environmental. While using the Property, the Buyer must manage the Property to maintain compliance with stormwater permit requirements from the Washington State Department of Ecology and the City of Tukwila. Upon termination of this Agreement or completion of the Project, the Buyer must remove all equipment and debris and return the Property to its current state. Page 1 of 3 5. Compensation. The Buyer shall use the Property for its own puiposes and shall receive no compensation or reimbursement from the City. Similarly, the City shall receive no compensation or reimbursement from the Buyer for the temporary use of the Property. 6. Contractors. The Buyer may hire other firms, contractors, subcontractors or delegates (each, a "Contractor" and collectively, the "Contractors") who may use the Property consistent with this Agreement. 7. Indemnification. The Buyer and each Contractor 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 attomey's fees, arising from injury or death to persons or damage to property occasioned by any act, omission or failure of the Buyer and/or Contractor, or their officers, agents and employees, in using the Property. With respect to the performance of this .Agreement and as to claims against the City, its officers, agents or employees, the Buyer and/or each Contractor 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 Buyer and/or Contractor. This waiver is mutually negotiated by the Parties. This Paragraph shall not apply to any injuries or damages resulting from the sole negligence of the City, its officers, employees or agents. 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, employees or agents, this obligation to indemnify, defend and hold harmless is valid and enforceable only to the extent of the negligence of the Buyer and/or Contractor, or their officers, employees or agents. 8. Insurance. A. The Buyer shall procure and maintain in frill force throughout the duration of this Agreement comprehensive general liability insurance with a minimum coverage of a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence and an aggregate limit of not less than Two Million Dollars ($2,000,000), for both personal injuiy and property damage. All Contractors shall procure and maintain in frill force throughout the duration of their use of the Property comprehensive general liability insurance with a minimum coverage of a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence and an aggregate limit of not less than Two Million Dollars ($2,000,000), for both personal injuiy and property damage. Each policy of insurance 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. Premature cancellation of the required insurance shall automatically result in termination of this Agreement unless such insurance is promptly re -instated. B. Certificates of insurance for the Buyer as required by Subparagraph A above shall be delivered to the City within fifteen (15) days of execution of this Agreement. Certificates of insurance for the Contractors as required by Subparagraph A above shall be delivered to the City prior to use of the Property by said Contractors. 9. Liens. The Buyer shall indemnify, defend, and hold harmless the City for any liens placed by Contractors on the Property. 10. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing upon the date of execution by the Parties and ending on June 30, 2023, unless sooner teiminated under the provisions hereinafter specified. 11. Termination. This Agreement may be terminated at any time by giving the other party thirty (30) days written notice thereof 12. 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 and propose changes to this Page 2 of 3 Agreement. Proposed changes which are mutually agreed upon shall be incorporated by written amendments to this Agreement. 13. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila, 6200 Southcenter Blvd., Tukwila, Washington 98188. Buyer shall send Certificates of Insurance as required by Paragraph 8 of this Agreement, and Indemnification Agreements, as required by Paragraph 7 of this Agreement, to the following address: Office of the Mayor, Attention: Economic Development, City of Tukwila, 6200 Southcenter Blvd, Tukwila, Washington 98188. Notices to the Buyer shall be sent to the following address: Finance and Administration, 955 Powell Avenue SW, Renton, Washington 98057. 14. Applicable Law; Venue; Attorney'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 or proceeding shall be entitled to its reasonable attorney's fees and costs as determined by a court of competent jurisdiction. DATED thisl2th day of October , 2022. CITY OF TUKWILA: Dr,,t5By ed via SealllleseCece.core ..... ..... Key;kt acrags-460tl-a,efdcOd850.6a..... Mayor ATTE ST/AUTHENT ICATED: eora,ed via SeemlessCocs.com By: eiat;dt y QC/La/le/V-9 ryyy Key. 632036ada060<d'JB-b5eb-0866'J-IaeO� LLl�J Lip' V✓11L1116e1 Lip' City Clerk APPROVED AS TO FORM: By: i Kari L -y-zafiti��se�eae�a9Sirl,s6�p....q.._�... . `.]iLd 14..1., L%�4..l.Gdl 1Y141..Lp 7y City Attorney HEALTHPOINT: By: allace P.L.L.C. Date approved by City Council: Not A l'cable Vicki Hammond Chief Finance and Administration Cffic Page 3 of 3 EXHIBIT A ; - ,11110,110901:' 4. 01. 1144Ct ' • - . S1,0-64 .....0`-i 0,029 7 cit .?al ... 1 40 .... J ... 4 .•. • i oP- - • , Property 4.40 14442 4 14452 \pus le 6 50 40, - -• 1^11 -11 -1r ---,?•-47. 0,1? JO _ ,40301 Pawn Shop Parcel 4031 •