Loading...
HomeMy WebLinkAbout13-114 - Open Frame LLC - Settlement Agreement After recording return to: Open Frame, LLC PO Box 654 20151104000107 Kirkland WA 98083 PAGE-0001.OFWe 5AG n:ee Attn: General Counsel 11/04/2015 09:21 - KING COUNTY, WA Document Title: Right of Entry and Release Ag'reenient 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 THIS RIGHT OF ENTRY AND RELEASE AGREEMENT (this "Agreement") is entered into this f day of ©i Jy�X2015 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 Westin Tukwila, Washington, which is also known as King County parcel numbers 022300-0020,' 02231 0-0010 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 thavare-unwanted by Open Frame,as well as other modifications; and WHEREAS the parties hereto have negotiated a mutually acceptable solution to this issue. 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. 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 1.4,2014. 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 CITY OF TUKWILA B 5' By John tokke, Commercial Property Manager 'Bob Giberson;Public Works Director PO Box 654 6200 Southcenter Boulevard Kirkland; WA 98083 Tukwila,WA 98188 `APPROVED AS TO FORM: Rachel B. Turpin, City.Attorney i - 3 STATE OF WASHINGTON } Ss. COUNTY OF KING On this ay of 2015 before me persona 1 a ea e to me known to be the o 0 EN FRAME, LLC, a Washington limited liability company,the limited liabil.i 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' lirnited liability.compa y, f uses and purposes . therein mentioned;and on oath scat that, r e w s ho ize e. ecute sad instrument. JULEE K. PRATT NOTARY PUBLIC Na (typed or printedW STATE OF WASHINGTON NOTARY PyU�BeL,I.C,in1 nand for th�e�State of Washington COMMIS"EXPIRES Residing at idW 1"u�lK ✓� MAY 19, 2018. My appointment expires: M[AA STATE OF WASHINGTON } ., COUNTY OF KING } On this.a 3rd day of �t,{C�.en: ; 20 t5 before me personally appeared 1�vin A,ber b ;to me known to be the Quhlic, tnl�LS I�YeC f TUKWIL A, 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 'ristrument: V,,,y0 ��,, Name (typed or printed): II.�P.IrSS� 2V� ga•�'' s `�., NOTARY P LIC in and for the State of Washington Residing at � My appointment expires: //Iq 114A zY 4 Exhibit A Description of Work ,. l. 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. XV fde salt$ .'F3ftilat-; jtttft .`k€#t+.fi+t'y*x ki W`r"rtfi6-s{'. Ei s,)ih:t`fi3 4f'. b'eS DAS.ti;9t M.hg4ff"It4) )b f'9':t` F EC'r5:W 3f4«3".$ppait"XIIQ'i'4''I's -1.&Avof,ih to! 't e:t,.fSk .. .. a:'6s �ltrl€ 'tell+;r nii-so; b?'3 14s.#'i8 tI:P WEF r.P6�a `t2b'S�lI a;)'uT�t:tF;f)Y�J �i7f�6�b€9t:'4`Y2�€�+s Pt€y n4�kfcta 3`G 3'�'�E 4.t,.•i(I� ,rltt. .�t}eb55<).ii F>�(��"F 3(+f.�tia�r><ti4�4i•f..k6i�t3 t�Fd '�r tt�t-r#s . _ .. - ?f�)tt�£A`t n" § ;�L,tttt l?t'€'!Y•��4c3 t^�fq+t€it � `� . Exhibit A FT�P"'T z\ Ci L--(A:7 AFTER RECORDING MAIL TO: Name City of Tukwila / City Clerk Address 6200 Southcenter Blvd City/State Tukwila, WA 98188 11111111113111 013070001147 z 59.00 PAGE- 001gOFCO28AG KING9COUNT 14:59 COUNTY, Document Title(s): 1. Settlement Agreement Reference Number(s) of Documents Assigned or released: Grantor(s): 1. City of Tukwila 2. ] Additional information on page of document Grantee(s): 1. Open Frame, LLC 2. [ ] Additional information on page of document Abbreviated Legal Description: PTN TRACT 2, ANDOVER INDUSTRIAL PARK NO. 1, VOL. 66, P. 36; AND PTN TRACTS 1 & 2, ANDOVER INDUSTRIAL PARK NO. 2, VOL. 71, P. 68 & 69, KING COUNTY, ALSO KNOWN AS LOTS 1 & 2, CITY OF TUKWILA BLA NO. L05 -025, REC. 20050928900006 Tax Parcel Number(s): 022300 - 0020 -07 and 022310 - 0020 -05 and 022310 - 0010 -07 [ ] Complete legal description is on page of document I am requesting an emergency nonstandard recording for an additional fee as provided in RCW 36.18.010. I understand that the recording processing requirements may cover up or otherwise obscure some part of the text of the original document. SETTLEMENT AGREEMENT 13 -114 Council Appr. Per Ord. 2376 Tukwila Transit Center Condemnation City of Tukwila/Open Frame LLC This Settlement Agreement (the "Agreement ") dated thisi) Oday o es 2013 is by and between the City of Tukwila, a Washington municipal corporation (the "City ") and Open Frame, LLC, a Washington limited liability company ( "Open Frame "). Open Frame owns certain properties in the City of Tukwila at the northeast corner of Andover Park West and Baker Boulevard, parcel numbers 02331 -0010 and 022310 -0020, legally described in Exhibit A attached hereto (the "Property" The City has proposed a project to construct a transit center and certain pedestrian improvements and widen and improve Andover Park West (the "City Project ") on the western boundary of the Property. The plans for the City Project call for the acquisition by the City of certain permanent and temporary property interests in the Property. The City is prepared to initiate an action in eminent domain to acquire these interests. Open Frame is concerned about the possible impacts of the City Project, and the condemnation associated therewith, on the use and enjoyment of the Property by Open Frame and its tenants. The parties desire to provide for the resolution of this matter, including acquisition by the City of the property interests in the Property necessary for the City Project, and protections for Open Frame to address possible impacts to the Property associated therewith, without the need for litigation. Therefore, in consideration of the mutual covenants and obligations set forth herein, the parties agree: 1. Property Interests to City. Open Frame will execute and deliver to the City and, as applicable, the City will execute and deliver a counterpart of the following conveyances of property interests: a. Right of Entry. A Right of Entry in the form attached hereto as Exhibit B (the "Right of Entry"). b. Temporary Easement. A Temporary Construction Easement in the form attached hereto as Exhibit C (the "Temporary Easement "). c. Special Warranty Deed. A dedication deed in lieu of condemnation in the form attached hereto as Exhibit D, subject to encumbrances of record (the "Deed "). The Right of Entry, the Temporary Easement, and the Deed shall be executed contemporaneous with this Settlement Agreement. The Right of Entry shall not be recorded. The City shall be responsible for all costs of recording the Temporary Easement and the Deed, including any recording fees and excise taxes. The City shall be responsible for obtaining any permits or approvals necessary for the conveyance of the property set forth in the Deed. 2. Conditions to Conveyance. The conveyance by Open Frame to the City of interests in the Property pursuant to the Temporary Easement and the Deed (the "Property Interests ") are subject to the following conditions: a. As -Is Conveyance. The City is acquiring the property interests "as is where is" in their present condition. The City has had the opportunity to inspect the property interests. Open Frame makes no representations or warranties, express or implied, including without limitation with respect to: (a) the condition of the property interests or the suitability of the property interests for the city's intended use; (b) any applicable building, zoning or fire laws or regulations with respect to compliance therewith or with respect to the existence or compliance with any required permits, if any, of any government agency; (c) the availability or existence of any water, sewer, or utilities, any rights thereto, or any water, sewer or utility districts; or access to any public or private sanitary sewer or drainage system; or (d) the presence of hazardous substances on the property interests or the environmental condition of the property interests. The City acknowledges that the City has been given the opportunity to fully inspect the property interests and the City assumes the responsibility and risks of all defects and conditions, including, without limitation except as provided by law, such defects and conditions, if any, that cannot be observed by casual inspection. b. Indemnity and Release. In connection with its possession, use and acquisition of the Property Interests under this Agreement, City agrees and does hereby indemnify, defend, release, and hold Open Frame and its affiliates, agents, and tenants harmless from and against any and all losses, costs, expenses, attorneys' fees, actions, suits, claims, judgments, liabilities and obligations arising out of or in any way related to the City's possession, use, and acquisition of, and all work and other activities on or related to the Property Interests by City and its agents, contractors, employees and invitees. 3. Payment to Open Frame. Following the execution of this agreement by Open Frame and the City, closing of this transaction and payment of the monetary compensation of $212,500.00 (the "Payment ") shall occur within fifteen (15) days. Upon request of Open Frame, the City will provide Open Frame a letter confirming that the use and occupancy of the Property Interests is being provided to the City in lieu of condemnation thereof. The Payment shall constitute just compensation pursuant to state law for the easement rights and fee interest to be acquired by the City and any resultant reduction in value or other damage to the Property 4. Revision to North Driveway and Joint Access. The North Driveway will be improved and reconstructed by the City, at its expense, as part of the City Project, and in no case later than April 30, 2014, as follows: a. If Open Frame and the adjoining property to the north (the "Beta Property") enter into an access agreement to allow joint use of the North Driveway by Open Frame and the owner of the Beta Property, and said agreement is provided to the City within 45 days of execution of this settlement agreement, then the City shall, at its expense, reconstruct the North Driveway as a three -lane driveway as shown in Exhibit E and construct a cross - access drive between the Open Frame property and the Beta Property, in a location mutually agreed upon by the City, Open Frame and Beta Property, including without limitation any utility relocation required to effect such improvements. b. If said agreement is not provided by the stated date, the North Driveway will remain a two -lane driveway. In any case, the City agrees that the North Driveway shall be a full- access driveway, with all left -turn and right -turn movements to and from Andover Park West and that the City will not take action as part of the City Project to limit any such turning movements to or from the North Driveway; provided that nothing in this Agreement is intended to limit the City's long -term authority to manage and control its rights -of -way.. 5. Short-term Parking. If Open Frame desires to implement it, short-term parallel parking stalls will be permitted outside of California Pizza Kitchen (CPK) on the Property, as shown in Exhibit F, for CPK's curbside customers for the duration of the Temporary Construction Easement. Final location of the short —term parking is subject to applicable fire codes and shall be coordinated with the City's construction management engineer. 6. Nonconformities. The conveyance of the Property Interests to the City and the construction by the City of the City Project results in the creation of conditions on the Property that cause a portion of the Property to be or become non - conforming to the City's Zoning Code for perimeter landscape requirements under TMC 18.52.. The City agrees that TMC 18.70.120 applies to the westernmost side of parcel number 02331 -0010 where the City is acquiring right - of -way for the City Project. TMC 18.70.120 states "No building setback or landscape area on the subject lot at the time of donation or easement to the City for sidewalk purposes shall become nonconforming by reasons of such donation or easement. 7. Payment of Fees. The City will pay Open Frame in cash, upon recording of the Deed, the sum of $10,000.00, to offset the professional services costs associated with the evaluation of the purchase offer. 8. Heirs, Successors and Assigns. The terms and conditions of this Agreement shall bind, and inure to the benefit of, the parties' heirs, successors, and assigns, including any purchaser of or lender to Open Frame, the Property or any portion thereof. 9. Entire Agreement. This Agreement with its exhibits contains the entire agreement between the parties with respect to the subject matter hereof and shall not be modified or amended in any way, except in writing, signed by the parties hereto, or their successors in interest. In the event of a conflict between the terms hereof and any document, instrument or agreement executed in connection herewith, the terms hereof shall control. 10. Survival. The representations, warranties, covenants and agreements set forth herein shall survive conveyance of the Property Interests and shall not be merged into any conveyance instrument or otherwise terminate. 11. Authority. Each signatory to this Agreement represents and warrants that he or she has full power and authority to execute and deliver this Agreement on behalf of the entity for whom he or she is signing. 12. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 13. Severability. If any of the provisions of this Agreement shall prove to be invalid, void or illegal, it shall in no way affect, impair, or invalidate any of the other provisions hereof. 14. Attorneys' Fees. In any litigation or other proceeding arising out of this Agreement, the substantially prevailing party shall be entitled to an award of its reasonable attorneys' fees and other costs and expenses, including expert witness fees, incurred therein. 15. Further Acts. The parties shall execute and deliver such further documents and instruments and take such other further actions as may be reasonably necessary to carry out the intent and provisions of this Agreement. 16. Injunctive Relief. The parties acknowledge and admit that damages are not an adequate remedy at law for a failure or breach of any provision of this Agreement, and that in the event of such failure or breach, the non - breaching party shall be entitled to obtain equitable relief in the form of temporary or permanent injunctions, as well as any other relief such as damages that a court of competent jurisdiction may deem just and proper. 17. Waiver. No waiver of any term or provision of this Agreement shall be effective unless in writing. The waiver by either party of any term or provision contained in this Agreement shall not be deemed to constitute a waiver of any other term or provision of any subsequent breach of the same term or provision. 18. Notices. All notices and deliveries provided for herein may be delivered in person or sent by Federal Express or other overnight courier service, with proof of receipt provided. The addresses to be used in connection with such notices and deliveries are the following, or such other address as a party shall from time to time substitute, in writing: City of Tukwila: City Clerk 6200 Southcenter Blvd Tukwila, WA 98188 Open Frame: 5501 Lakeview Drive Kirkland, WA 98033 Attn: General Counsel With copies to: John C. McCullough McCullough Hill Leary, P.S. 701 5th Avenue, Suite 6600 Seattle, WA 98104 Fax: (206) 812 -3388 19. Time of the Essence. Time is of the essence of this Agreement and every term and provision hereof. 20. Counterparts. This Agreement may be signed in counterpart and each such counterpart shall be deemed an original. 21. Recording. This Agreement shall be recorded in King County, Washington. DATED as of the date first above written. OPEN FRAME, LLC By: 7 %-,- Its: /%,e//71/ 4f CITY OF TUKWILA Exhibit A Page 1 of 2 City of Tukwi la Tax Parcel No. 02231000010 Andover Park West That portion of Lot 2 of City of Tukwila Boundary Line Adjustment No. L05 -025, recorded under Recording No. 20050928900006, records of King County, Washington, described as follows: Commencing at the northwest corner of said Lot 2; Thence South 00 °11'38" East, along the west line thereof and the east margin of Andover Park West, a distance of 12.04 feet to the POINT OF BEGINNING; Thence continuing along said east margin through the following courses: South 00 °11'38" East a distance of 23.21 feet; Thence South 89 °48'22" West a distance of 5.50 feet; Thence South 00 °11'38" East a distance of 250.50 feet to the beginning of a tangent curve concave to the northeast and having a radius of 50.00 feet; Thence southeasterly along the arc of said curve through a central angle of 55 °28'55" a distance of 48.42 feet; Thence leaving said east margin, North 00°11'38" West a distance of 314.91 feet; Thence South 89 °48'22" West a distance of 16.17 feet to the POINT OF BEGINNING. Situate in the City of Tukwila, County of King, State of Washington, The above described fee simple area contain 6,429 square feet, more or less. 7 zwt- ,r: S?==- rL �j/ ' �s/7 4b COI. L %' h7 "H'Il 1. % J�. 32�42r9 �, e k' -` \r4 LH ' ' P: \P09 \09603.13 Final Desisn\doc: " i.. At Exhibit A Page 2 of 2 EXHIBIT MAP TUKWILA TRANSIT CENTER ANDOVER PARK WEST FEE SIMPLE CURVE TABLE LINE TABLE 0223100010 LINE RADIUS BEARING LENGTH 48.42 L1 50011'38 "E 1104 L2 S89'48'22 "W 16.17 L3 S00'11'38 "E 23.21 L4 S89'48'22 "W 5.50 CURVE TABLE CURVE LENGTH RADIUS DELTA C1 48.42 50.00 55'28'55" AREA OF FEE SIMPLE TAKE ZZZZZZZ PACE 0' 0 0 Gi 30' P08 '.40' PARCEL 0223100020 NNW COR, LOT 2 r /i L4 ✓ / PARCEL 0223100010 CONC. DR. ASPH. 40' BAKER BLVD. 11255 Kirkland Way, Suite 300 Kirkland, WA 98033 p. 425.827.20141 f. 425.827.5043 Civil 1 Structural 1 Planning 1 Survey An Engineering Services Company paceengrs.com eIs---- TF?ACT 1 ANDOVER NDUSTRIA: BARK NO. S89'42'31 "E 0 0 0 0 n 0 SCALE: 1" = 50' FILE: \FEE SIMPLE EXHIBIT.DWG DATE: 5/07/12 BY: FW PROJ. NO.: 09603.13 Exhibit B Page 1 of 5 RIGHT OF ENTRY AGREEMENT THIS RIGHT OF ENTRY AGREEMENT ( "Agreement ") is entered into this day of May, 2013 by and between Open Frame LLC hereinafter referred to as the "Grantor(s)," and the CITY OF TUKWILA, a municipal corporation hereinafter referred to as the "Grantee ": WHEREAS the Grantor owns properties located at located at 100 Andover Park West, in Tukwila, Washington, which is also known as King County parcel numbers 0223000020 and 0223100020, (the "Premises "); and WHEREAS the Grantee is currently designing a and constructing a new Transit Center, roadway widening with landscaped medians, and replacing a water main on Andover Park West near to the Grantor's property; and WHEREAS the Grantee desires and the Grantor(s) agrees to grant the Grantee access to a portion of the Premises to construct transitions between the public right -of -way and private property (the "Transition Improvements "); and NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration the receipt of which is hereby acknowledged, it is agreed as follows: 1. The Grantor shall grant the Grantee, and Grantee's its officers, officials, employees, agents, and contractors, a temporary, non - exclusive, license to enter a portion of the Premises to construct the Transition Improvements as depicted in Exhibit A, which is attached hereto and incorporated by reference herein. 2. Grantor represents and warrants that it is the owner or owner's authorized agent of the Premises. 3. Grantee shall have the right of ingress and egress, in a reasonable manner, to and from the Premises, to conduct the Transition Improvements (the "Entry "). No activities on the Premises are authorized under this Agreement other than as set forth above. This Agreement and Grantee's rights are subject to the Access Protocols attached hereto as Exhibit B, all of which are incorporated herein by reference 4. The Work may be conducted with some disruption to the Premises. The Grantee shall seek to minimize disruption of the Premises. 5. The Grantee shall complete all Work at its sole risk, cost and expense. 6. This agreement automatically terminates after 365 calendar days from execution, or April 30, 2014, whichever is sooner. 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. Exhibit B Page 2 of 5 8. This Agreement may be executed in identical counterparts. IN WITNESS WHEREOF, the parties have set their hands the date and year first above written. GRANTOR(S) GRANTEE —CITY OF TUKWILA By: Title: By: APPROVED AS TO FORM: By: City Attorney PARCEL 02731000RO ANDOVER PARK WEST : 641 4 1 Exhibit B Page 3 of 5 VICINITY MAP 'N. *DOVE R PARI( EAST AND.. MAME, C ‘K 11,j 7 to :E — L. 0 ( - Exhibit B Page 4 of 5 Exhibit B Access Protocols 1. Notice and Purpose. All work will be coordinated with Grantor and performed between 7:00 p.m. and 7:00 a.m. unless otherwise mutually agreed between Grantee and Grantor. Grantor shall bear no cost or expense whatsoever in connection with Grantee's activities. Grantee shall at all times conduct its activities on the Entry Area so as not to interfere with, obstruct, or endanger Grantor's operations or facilities, or those of Grantor's tenants. Grantee's access to the Entry Area shall only occur upon prior notice to Grantor and at such times, at such locations and under such conditions as Grantor determines Grantor shall have the right to have representatives of Grantor present at the activities conducted hereunder by Grantee. Grantee acknowledges that there are tenants in possession of the Premises and that this Right of Entry does not authorize Grantee's entry onto any Tenant premises. 2. Site Preparation and Restoration. Grantee acknowledges that the aesthetic appearance of the Entry Area is important to Grantor. Prior to undertaking any activities on the Entry Area, Grantee shall identify in writing to Grantor its plan for preparation and restoration of the locations on the Entry Area on which such activities are proposed to be undertaken. Grantee's restoration of the Entry Area, including the Transition Work, shall be of first quality and consistent in materials, grade, contour and construction as the adjacent areas on Andover Park W. and the Premises. 3. Grantee's Use of Entry Area. Grantor disclaims any warranty or representation that the Entry Area is safe or suitable for access by Grantee. Grantee agrees to become familiar with the Entry Area and Grantor's current use and occupancy and to take all reasonable precautions to avoid injury or property damage to Grantor, Grantee and third parties, and to employees, representatives, invitees or contractors of any of them as a result of Grantee's activities. Grantee further shall use every reasonable effort to prevent any damage to the Entry Area, and any property located on the Entry Area, and if any such damage is done as a result of Grantee's activities, Grantee shall immediately repair the same at Grantee's sole expense. 4. Compliance with Applicable Laws and Regulations. Grantee agrees that any activities performed by or for it hereunder shall be performed in compliance with any federal, state or local laws, ordinances or regulations. Grantee will abide by and comply with Grantor's rules and regulations including safety rules, notices and signs while upon the Entry Area and will not interfere with any work being performed or other use or operations being carried out on the Entry Area. Grantee will not bring Hazardous Materials onto or across the Entry Area. Grantee shall obtain any permits and authorizations required for the conduct of any work on the Entry Area pursuant to this Agreement. In addition, the Grantee hereby agrees to assume all costs associated with testing, monitoring, remediation, clean -up, manifesting and disposal of any hazardous substances on the Premises required as the result of any work undertaken by the City on the Premises, including all health and safety requirements during construction. Exhibit B Page 5 of 5 5. Indemnification. Grantee hereby agrees to assume all risk of injury, damage or loss, and to defend, indemnify and save harmless Grantor and its tenants, and their respective licensees, invitees, agents, employees, and members from and against any and all losses, costs, expenses, attorneys' fees, actions, suits, claims, judgments, liabilities, obligations, and damages arising out of or in any way connected with Grantee's activities on the Entry Area during Grantee's course of access onto the Entry Area and all work and other activities on, the Entry Area property by Grantee and its agents, contractors, employees and invitees; provided, however, that Grantee shall be strictly liable for any Hazardous Materials it brings onto the Entry Area. This Section 5 shall survive termination or expiration of the Agreement. 6. Release. Grantee and all individuals and entities gaining access to the Entry Area under this Agreement (the "Users "), for themselves, their successors, assigns, heirs and estate, hereby release Grantor, its affiliates and their respective employees and owners from and against all claims, costs, damages, injury, liability or expenses associated in any way, directly or indirectly, with the Grantee's and Users' access to the Entry Area, the conduct of their activities thereon, and the existence of any condition, seen or unforeseen, on the Entry Area. This Section 6 shall survive termination or expiration of this Temporary Construction Easement. 7. No Recording. This Agreement shall not be recorded. 8. Conflicts. In the event of a conflict between the terms of these Access Protocols and the Right of Entry Agreement of which they form a part, these Access Protocols shall control. After Recording Mail To: City of Tukwila Office of the City Clerk 6200 Southcenter Blvd Tukwila, WA 98188 FIRST AMENDMENT TO TEMPORARY CONSTRUCTION EASEMENT (GRANTED IN LIEU OF CONDEMNATION) Document Amended: 20130612001115 Grantor: WEA Southcenter, LLC Grantee: City of Tukwila Abbreviated Legal Description: Ptn. of Parcels A & G, BSP #L -10 -032, V 256, Pgs. 1 - 9 Assessor's Property TPN(s): 920247 - 0010 -00 and 920247 - 0070 -07 Tukwila Urban Center Transit Center Project THIS FIRST AMENDMENT TO TEMPORARY CONSTRUCTION EASEMENT (this "First Amendment ") is executed this 301' day of May, 2014 by WEA Southcenter, LLC, a Delaware limited liability company, (hereinafter called the "Grantor" or WEA "), in favor of the City of Tukwila, a Washington Municipal Corporation (hereinafter called the "Grantee" or the „City "). RECITALS A. WEA owns the property commonly known as Westfield Shopping Center (the "Property ") located in Tukwila, Washington. B. The City is planning to construct a Transit Center and Plaza ( "Transit Center ") upon a portion of the Property within certain easement areas granted by WEA under separate instruments. C. WEA and the City are parties to that certain TEMPORARY CONSTRUCTION EASEMENT (GRANTED IN LIEU OF CONDEMNATION) dated June 3rd, 2013 and recorded in the real property records of King County under AFN 20130612001115 (the "TCE "). A description of the easement areas is attached hereto as Exhibit A. Page 1 of 8 53934 D. The term of the TCE expires on June 1, 2014. City and WEA agree to extend the term of the TCE from June 1, 2014 to November 15, 2014, on the terms and conditions stated in this First Amendment. E. Except as specifically modified, amended or extended in this First Amendment, all of the provisions of the TCE remain in full force and effect. NOW, THEREFORE, in furtherance of the foregoing recitals and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT 1. Term of Easement. Upon the full execution of this First Amendment by the parties and recording of the First Amendment in the real property records of King County, Washington, the Outside Termination Date of the TCE shall be extended until November 15, 2014. 2. Notice of Termination. No later than December 1, 2014, City shall execute and record in the real property records of King County, Washington a document acceptable to WEA, adequate to terminate the TCE and this First Amendment of record ( "Termination "). 3. Andover Park West Closures. 3.1. City intends to close Andover Park West (`APW') to vehicular traffic periodically to facilitate its construction activities. Any closure shall be of one, but not both, of the following portions of APW ( "Portion "). The north Portion is that part of APW that lies south of Tukwila Parkway and north of Baker Boulevard ( "Baker"). The south Portion is that part of APW that lies south of Baker and north of Strander Boulevard. Neither Portion includes the intersection of APW and Baker (the "Baker Intersection "), or any part of Tukwila Parkway or Strander Boulevard. 3.2. Any closure of either the north Portion or the south Portion of APW shall be limited to the hours of 7 pm to 7 am, Sunday through Saturday. Only one Portion of APW shall be closed on any night. 3.3. During any closure of the north Portion of APW the City shall keep open both the Baker Intersection and the south Portion of APW. 3.4. During any closure of the south Portion of APW, the City shall keep open both the Baker Intersection and the north Portion of APW. 4. Closure of the Baker Intersection. City intends to close the Baker Intersection for a limited period of time to facilitate its construction. City shall not close the Baker Intersection at any time prior to September 5, 2014. Any closure of the Baker Intersection shall be limited to a single period of not more than nine consecutive days. During any closure of the Baker Intersection, neither the north Portion nor the South Portion of APW shall be closed. Page 2 of 8 53934 5. Temporary Bus Stop. The City has placed a temporary bus stop on the public sidewalk on the west side of APW north of Baker. Within fifteen (15) days after the execution of this First Amendment by the parties, City shall install water filled plastic barriers of the type illustrated on Exhibit B, on and along the west edge of the sidewalk in front of the Temporary Bus Stop area, extending 100 feet to the north and 100 feet to the south (200 feet total). Upon opening the permanent Transit Center, City shall remove the Temporary Bus Stop and plastic barriers, and restore the entire area to its condition prior to the City's establishing the Temporary Bus Stop. 7. Notice and Coordination. Representatives from the City and the City's Contractor shall meet with WEA and WEA's traffic control consultant at least ten (10) days in advance of the first closure of any Portion of APW, and again at least ten (10) days in advance of the first closure of the Baker Intersection, to coordinate the schedule for the APW closures, any driveway closures, and temporary signage for the public right of way. 8. Authority. The parties signing below represent and warrant that they have the requisite authority to bind the entities on whose behalf they are signing. 9. Continuing Effect of TCE. All of the terms, conditions, rights and obligations of the parties stated in the TCE shall remain in full force and effect except as specifically modified herein. 10. For the purposes of this agreement, the term "closure" shall mean a complete closure of the identified roadway. "Closure" does not include limited lane closures that allow the roadway to remain open to public traffic during construction." Signature on Following Page Page 3 of 8 53934 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed on the date first set forth above. GRANTOR: WEA SOUTHCENTER LLC, a Delaware limited liability company: By: Southcenter REIT 1 LLC, a Delaware limited liability company, its managing member By: Southcenter 1 LP, a Delaware limited partnership, its sole member By: Westfield Southcenter GP LLC, a Delaware limited liability company, its general partner By: Southcenter Holding 2 LLC, a Delaware limited Liability company, its sole member By: Westfield America Limited Partnership, a Delaware limited partnership, Its Sole Member By:Westfield U.S. Holdings, LLC, a Delaware limited liability company Its general partner By: 53934 Page 4 of 8 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT gi v.. zae , .a �S,aa..2 va �: as. a: S 3 :�,4���.a �. �. �aS•.ab �a�J,?aa',a.',.t?S.:S' �a'S'a'c �v c�>Tc�i< State of California � County of LOs On3� h'at o�ly before me, QM,S14`L f 'y Date /) ('/ ��- rid Title of t. Officer T Name(s) of Signer(s) } personally appeared LISA M. SHELLEY Commission # 1931433 L a :�m Notary Public - California z z } °'� Los Angeles County bfy Comm. Expires Apr 30, 2015 Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(, whose name(t) is /Ve subscribed to the within instrument and acknowledged to me that he /she /th0 executed the same in his /4r /tir authorized capacity(ir), and that by his /heF /th it signature(s) on the instrument the person, or the entity upon behalf of which the person) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my Signature OPTIONAL d and official se I. Signatur of otary Publ Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Titl- : Type of Document: Document Da Number of Pages: Signer(s) Other Than d Above: Capacity(ies) Claimed by Signe Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact 0–Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb -ere Signer's Name: dividual ❑ Cor ❑ Partner— mited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: to Officer — Title(s): RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer Is Representing: • . 4t '40. eu✓ „'4LU_.:C�� - �Z�yZ'✓ L���Z�� 'b�G�'��L`.•�r�a'bvrnz.�� -�. A✓L�.. ��.��, v:'d'.�-. ' db�G�-.^ - ' ✓�a'Gv�:�'✓L-a+: s�,.`� ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313 -2402• www.NationalNotary.org Item 45907 Reorder: Call Toll -Free 1- 800 -876 -6827 EXHIBIT A (LEGAL DESCRIPTION) City of Tukwila Parcel A and G- Binding Site Plan #L 10 -032 Tax Parcel No. 9202470010 and 9202470070 Southbound Transit Center Temporary Construction Easement Description That portion of Parcels A and G of City of Tukwila Binding Site Improvement Plan No. L10 -032, recorded in volume 256 of Plats, Pages 1 through 9, under Recording No. 2010 1021000765, records of King County, Washington, described as follows: Commencing at the northeast corner of said Parcel G; Thence North 00 °11'3 8 " West along the east line, of said Parcel A, and the west margin of Andover Park West, a distance of 288.32 feet to the POINT OF BEGINNING of the easement herein described; Thence South 89 °46'20 " West a distance of 29. 76 feet to the beginning of a tangent curve concave to the south and having a radius of 125.00 feet; Thence westerly along the arc of said curve through a central angle of 2°15'37" a distance of 4.93 feet; Thence South 00 °11'38" East a distance of 14.66 feet to the beginning of a non - tangent curve concave to the south from which the center point bears South 03 °47'06" East a distance of 95.00 feet; Thence westerly along the arc of said curve through a central angle of 30 °08'27" a distance of 49.31 feet; Thence South 33 °53'21" East a distance of 35.87 feet to the beginning of a tangent curve concave to the northeast and having a radius of 8.00 feet; Thence southeasterly along the arc of said curve through a central angle of 56 °20'23" a distance of 7.87 feet; Thence North 89 °46'16 "East a distance of 19.69 feet; Thence South 00° 11 '38" East a distance of 386.74 feet to the beginning of a non - tangent curve concave to the east from which the radius point bears North 61 °35'45" East a distance of 8.25 feet; Thence southerly along the arc of said curve through a central angle of 14 °07'53" a distance of2.04 feet to the beginning o f a compound curve concave to the north and having a radius of 13.00 feet; Thence easterly along the arc of said curve through a central angle of 49 °40'21" a distance of 11.27 feet; Thence North 89 °48'22 " East a distance of 23.40 fee t to said west margin of Andover Park West; Thence South 00°11 ' 38" East along said west margin a distance of 5 .00 feet; South 89 °48'22" West a distance of 23.40 feet to the beginning of a tangent curve concave to the northeast and having a radius of 18.00 feet; Thence northwesterly along the arc of said curve through a central angle of 48 °27'27" a distance of 15.22 Feet to the beginning of a compound curve having a radius of 13.25 feet; Thence northerly along the arc of said curve through a central angle of 22 °05'4 1" a distance of 5.11 feet Feet; Thence North 00° 11'38 " West a distance of 11.24 feet; Thence South 89 °40'07" West a distance of 4.00 feet; Thence North 00 °11'38 " West a distance of 15.88 feet; Thence North 89 °40'07" East a distance of 4.00 feet; Thence North 00° 11'38" West a distance of 112.50 feet; Thence South 90 °00'00" West a distance of 14.31 feet; Thence North 00°16'56 " West a distance of 243.16 feet to the beginning of a non - tangent curve concave to the northeast from which the radius point bears NOlth 00 °13'44 " West a distance of 13.00 feet; Thence northwesterly along the arc of said curve through a central angle of 56 °20'23" a distance of 12.78 Feet; Page 6 of 8 53934 Thence North 33 °53'21 " West a distance of 44.57 feet to the beginning of a non - tangent curve concave to the southeast from which the radius point bears South 36 °24'35" East a distance of I 00.00 feet; Thence northeasterly along the arc of said curve through a central angle of 29 °55'54" a distance of 52.24 Feet Thence North 00 °11'38" West a distance of 14.55 feet to the beginning of a non - tangent curve concave to the south from which the center point bears South 05 °59'58" East a distance of 130.00 feet Thence easterly along the arc of said curve through a central angle of 4°19'46" a distance of 9.82 feet; Thence North 89 °4620" East a distance of 29.76 feet to said west margin of Andover Park West: Thence South 00 °11'38" East, along said west margin, a distance of 5.00 feet to the POINT OF BEGINNING. Together with that portion of said Parcel A described as follows; Commencing at northeast corner of said Parcel G; Thence North 00° 11'38" West along the east lines of said Parcel A and said west margin of Andover Park West, a distance of 317.54 feet; Thence South 89 °48'22" West a distance of 15.00 feet to the POINT OF BEGINNING; Thence continuing South 89 °4822" West a distance of 17.11 feet; Thence North 00 °46'46" East a distance of 25.52 feet; Thence South 89° 1 0'47" East a distance of 16.17 feet; Thence North 00 °11'38" West, parallel with said east line of Parcel A and west margin, a distance of5.00 feet: Thence North 89°10'47" West a distance of 21.59 feet; Thence South 00 °46'46" West a distance of 35.61 feet; Thence North 89 °48'22" East a distance of 22.19 feet; Thence North 00° 11'38" West, parallel with said east line and west margin, a distance of 5.00 feet to the POINT OF BEGINNING. Situate in the City of Tukwila, County of King, State of Washington, The above described easement areas contain: Parcel 92024 70010 = ±5,732 square feet Parcel 9202470070 = ±1,321 square feet Page 7 of 8 53934 EXHIBIT B (DEPICTION OF BARRICADE) Plastic Barriers Portable Interlocking Durable Water Finable Available in different colors, shapes & sizes Page 8 of 8 53934 EXTENSION OF TEMPORARY CONSTRUCTION EASEMENT Grantor(s): Open Frame, LLC Grantee: City of Tukwila Abbreviated Legal: Ptn. of Lot 2, City of Tukwila BLA #L05 -25 Tax Parcel No.: 022310 - 0010 -07 Project Name: Tukwila Urban Center Transit Project THIS INSTRUMENT is made this /3 day of /'�aa/ , 2014, by and between Open Frame, LLC, a Washington Limited Liability Company, hereinafter called the "Grantor," and the City of Tukwila, a Municipal Corporation, herein after called the "Grantee." I. RECITALS WHEREAS, on June 20, 2013, Grantor granted to Grantee a Temporary Construction Easement, as recorded under King County Recording No. 20130709001148, (the "TCE ") for the temporary placement of personnel and equipment for construction of public street improvements with necessary appurtenances, including placement of public and private utilities, within the adjoining public right -of -way (the "Improvements "); and WHEREAS, construction of the Improvements has been delayed; and WHEREAS, the current term of the TCE expired on April 30, 2014; and WHEREAS, the term of the TCE may be extended by mutual written consent of the Grantor and Grantee; NOW, THEREFORE, the parties hereby agree as follows: II. AGREEMENT 1. Pursuant to Section 5 of the TCE, "Term of Easement," the parties hereby agree to extend the term of the TCE through November 14, 2014. 2. As a condition to the foregoing extension, the parties agree that the TCE is further amended hereby as follows in order to minimize impact on Grantor's property and to limit to twelve (12) the number of parking spaces included in the Easement Area at any one time: a. Except for overnight transitions described in Paragraph (2)(e) below, Grantee may only use or occupy EITHER the area identified as "Area A" OR "Area B" of the Easement Area on Exhibit A hereto (but not both) at any one time, with such area being utilized being defined as the "Occupied Area" and the other area being the "Unoccupied Area "). Each of Area A and Area B consist of twelve (12) parking stalls, and Exhibit A shall be interpreted to reflect the inclusion of twelve (12) of the existing parking stalls in each designated area; — 1 s1 0)-- Ur °�' Page 1 of 3 b. Grantee shall have no right to utilize or restrict third party use and access of any Unoccupied Area, and it shall not constitute part of the Easement Area for any purpose, it being understood that the Unoccupied Area will be utilized as parking for tenants of Grantor's site and their guests; c. Grantee shall provide Grantor with three (3) business days prior notice before occupying Area A or Area B, or changing from one area to the other. d. Prior to temporarily vacating any Occupied Area (e.g. relocating from Area A to Area B with an intent to subsequently relocate to Area A) Grantee shall restore the vacated area to a retail parking area; provided that such restoration need not be permanent (e.g. striping tape and cold or hot mix asphalt); e. In order to facilitate a change of Occupied Area from Area A to Area B or vice versa, Grantee may, on the day of such transition, occupy both Area A and Area B provided that such "dual" occupancy of both Area A and Area B shall only occur during the overnight hours when California Pizza Kitchen is not open for business on Grantor's site. f. Prior to permanently vacating any Occupied Area, and in any event at the expiration of the Term of The Easement Grantee shall restore the area being vacated to as good a condition as it was immediately before Grantee entered the Occupied Area (including, by way of example, restoring paved, striped parking stalls, removing all personal property, fencing, barricades, etc).. 3. Except as expressly modified hereby, all other provisions of the TCE shall remain in full force and effect. Page 2 of 3 IN WITNESS WHEREOF, the parties have caused this Instrument to be executed, effective on the day and year set forth on the first page hereof. Dated this 7 n day of N4j , 2014. Open Fr- me LLC By: •• �. Printed Name: Maureen C. Waters Title: Authorized Signatory Date: //l c,r /9/L 0/4 By: Printed Name: Title: Date: Accepted by the City of Tukwila By: .�� , - 1- , Printed-NA, �.• Title: hl. ! rf Date: Mini Approved as to form: By: (12% Printed Name: T,ClatQAMurS>N'1 Title: City Attorney Date: 51161 I I STATE OF WASHINGTON COUNTY OF vs, )ss. I certify that I know or have satisfactory evidence that ,vIelli-t tvaS and- is /are the person(s)' who appeared before me, and said person(s) acknowledged that ber/she�y signed this instrument on oath stated that ) /she /t, was/were" authorized to execute the instrument and acknowledge as ,q, ih' .* J- S ni--ky a of Open Frame, LLC, a Washington Limited Liability Company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated Aty A// to V ST ++4, • of %U - • - �4i� titer ` hqi �F+OF �W AS :. Page 3 of 3 Printed name Notary Public in and for the State of Washington residing at Meat, - sl «...J wA My appointment expires: 2- +9 - 12 EXAbyr A ERHIBIT MAP • .• NORT,17-ItIbiJND TRANSIT TEMPORARY • • • It LT' f204 .,••• N89.'kp'28.E P013 TRANSIT 7, AREA TCE S89'50'0214 18.00 ANDOVER INDUSTRIAL PARK NO TRACT 1 LOT 2 BLA NO L05-025 REC. #20050928000006 FffiR9EL R0223100010 :TRAN SIT CENTER 1'E11, ,ONSTRUCTION E4.SEM ENT,. so". .......... .68'9448'22'W • 175.17 618944.EYEIE 0;83 ''N0011'32't .1 N36'58 38.29 FILE: \ 24735V—SP—ROADWG DATE: 6/13/13 FW PQJ.40i 090034 ' Exhibit C Page 1 of 8 TEMPORARY CONSTRUCTION EASEMENT Grantor(s): Open Frame, LLC Grantee: City of Tukwila Abbreviated Legal: Ptn of Lot 2, City of Tukwila BLA #L05 -25 Tax Parcel No.: 022310 - 0010 -07 Project Name: Tukwila Urban Center Transit Center THIS INSTRUMENT is made this _ day of May, 2013, by and between Open Frame, LLC, a Washington Limited Liability Company, hereinafter called the "Grantor ", and the City of Tukwila, a Municipal Corporation, hereinafter called the "Grantee ". WITNESSETH: 1) Grant of Easement. The Grantor, for and in consideration of the public good and other valuable consideration, does by these presents, convey and warrant unto the Grantee a temporary construction easement (the "Easement ") for access over, through, across and upon the following described real estate (the "Easement Area ") situated in the County of King, State of Washington, for the temporary placement of personnel and equipment for construction of public street improvements with necessary appurtenances, including placement of public and private utilities, within the adjoining public right of way: Per Exhibit A and depicted in Exhibit B attached hereto and by this reference made a part hereof. 2) Purpose of Easement. The Grantee, its contractors, agents, and permittees, shall have the right at such times as may be necessary, to enter upon the Easement Area, including entry into private improvements located in the Easement Area for the purpose of constructing, maintaining, repairing, altering or reconstructing said street improvements, or making any connections therewith, including utility connections. Grantee shall have the right to re -grade slopes and /or make cuts and fills to match street grade. In the event, Grantee's utility connection work requires access to property in addition to the Easement Area, Grantee shall have the non - exclusive right, on reasonable notice to Grantor, to enter into such additional property and such entry shall be governed by the terms of this easement. Grantee's rights to use the Easement Area shall be exclusive at such times and for such duration as Grantee's construction requires, in Grantee's discretion. This Easement is expressly subject to the Access Protocols attached hereto as Exhibit C, the terms of which are incorporated herein by this reference. The rights herein granted shall include all incidental rights, including but not limited to, right of ingress and egress necessary to properly perform the work indicated for 1 Exhibit C Page 2 of 8 construction of the project. Grantee and those entitled to exercise the rights granted herein shall exercise all due diligence in their activities upon the property, and Grantee does hereby agree to indemnify and hold harmless the Grantor against and from any and all liability for losses, damages and expenses on account of damage to property or injury to persons resulting from or arising out of the rights herein granted to Grantee and /or its contractors, employees, agents, successors or assigns. The foregoing sentence shall survive termination or expiration of this Temporary Construction Easement. 3) Improvements. All street improvements shall be constructed entirely within the public right of way. In the event private improvements in the Easement Area are disturbed or damaged by Grantee's use of the Easement, on or before the end of the Term, they shall be restored or replaced in as good a condition as they were immediately before Grantee entered the Easement Area. During the Term, Grantee may on an interim basis, restore the Easement Area to a reasonably safe and convenient condition. 4) Grantor's Right to Use Easement Area. Except for those times when Grantee is making exclusive use of the Easement Area, the Grantor shall retain the right to use and enjoy the Easement Area, including the right to use existing private improvements located in the Easement Area so long as such use does not interfere with Grantee's construction of the public improvements described in this Easement. 5) Term of Easement. The term of this Easement is six (6) months (the "Term "). The Term shall commence upon initiation of Grantee's construction within the easement area, but no sooner than the date hereof, and shall remain in force until no later than April 30, 2014, or until completion of construction and restoration of the property, whichever occurs first. Grantee shall provide fourteen (14) days written notice to the Grantor prior to commencement of construction. This Easement may be extended by mutual written consent of the Grantor and Grantee. 6) Payment for Easement. Within ten (10) days of the date of execution of this Easement, Grantee shall pay Grantor Nine Thousand Four Hundred and 00 /100ths Dollars ($9,400.00). 7) Binding Effect. The Easement granted hereby is solely for the benefit of Grantee, and is personal to Grantee, its successors in interest and assigns. Grantee shall have the right to permit third parties to enter upon the Easement Area to accomplish the purposes described herein, provided that all such parties abide by the terms of this Easement. The Easement granted hereby, and the duties, restrictions, limitations and obligations herein created, shall run with the land, shall burden the Easement Area and shall be binding upon and the Grantor and its respective successors, assigns, mortgagees and sublessees and each and every person who shall at any time have a fee, leasehold, mortgage or other interest in any part of the Easement Area. 2 Exhibit C Page 3 of 8 8) Notification. Should the undersigned owner (Grantor), sell the property described herein, Grantor shall promptly disclose and notify the buyer of this agreement. Dated this day of , 20 Open Frame LLC By: Printed Name: Title: Date: By: Printed Name: Title: Date: Accepted by the City of Tukwila By: Printed Name: Title: Date: Approved as to form: By: Printed Name: Title: City Attorney Date: 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 /she /they was /were authorized to execute the instrument and acknowledge as and of Open Frame, LLC, a Washington Limited Liability Company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated Printed name Notary Public in and for the State of Washington residing at My appointment expires: 3 Exhibit C Page 4 of 8 Exhibit A City of Tukwila Northbound Transit Stop - Temporary Construction Easement Descriptions Tax Parcel No. 0223100010 Transit Easement Area: That portion of Lot 2, City of Tukwila Boundary Line Adjustment No. L05 -025, recorded under Recording No. 20050928900006, records of King County, Washington, described as follows: Commencing at the northwest corner of said Lot 2; Thence South 00 °11'38" East, along the west line thereof and the east margin of Andover Park West, a distance of 12.04 feet; Thence North 89 °48'22" East, at right angles to said west line and east margin, a distance of 16.17 feet to the POINT OF BEGINNING; Thence South 00°11'38" East, parallel with said west line and east margin, a distance of 257.74 feet; Thence North 89 °48'22" East a distance of 18.00 feet; Thence North 00 °11'38" West, parallel with said west line and east margin a distance of 257.75 feet; Thence South 89 °50'02" West, parallel with the north line of said Lot2, a distance of 18.00 feet to the POINT OF BEGINNING. Plaza Easement Area: That portion of Lot 2, City of Tukwila Boundary Line Adjustment No. L05 -025, recorded under Recording No. 20050928900006, records of King County, Washington, described as follows: Commencing at the northwest corner of said Lot 2; Thence South 00°11'38" East, along the west line thereof and the east margin of Andover Park West, a distance of 12.04 feet; Thence North 89 °48'22" East, at right angles to said west line and east margin, a distance of 16.17 feet; Thence South 00°11'38" East, parallel with said west line and east margin, a distance of 257.74 feet to the POINT OF BEGINNING; Thence continuing South 00 °11'38" East a distance of 39.55 feet to the north line of an existing City of Tukwila sidewalk and traffic signal easement recorded under King County Recording No. 9511300537; Thence North 89 °48'22" East, along said north easement line, a distance of 3.71 feet to an angle point in said easement; Thence South 00 °17'49" West, along the east line of said easement, a distance of 9.37 feet to the northerly line of an existing City of Tukwila sidewalk and street light easement recorded under King County Recording No. 20080305001758 and the beginning of a non - tangent curve concave to the northeast from which the radius point bears North 33 °43'46" East a distance of 35.61 feet; Thence southeasterly along the arc of said curve and northerly line through a central angle of 33 °21'03" a distance of 20.73 feet; Thence South 89 °37'17" East, along said easement line, a distance of 13.35 feet; Exhibit C Page 5 of 8 Thence North 00°11'38" West parallel with said west line of Lot 2 and east margin of Andover Park West a distance of 22.84 feet; Thence North 36 °58128" West a distance of 32.29 feet; Thence North 00 °11'38" West, parallel with said west line and east margin a distance of 6.40 feet; Thence South 89 °48'22" West a distance of 17.17 feet to the POINT OF BEGINNING. Situate in the City of Tukwila, County of King, State of Washington, The above described easement areas contain: Plaza area = + 1,540 sq. ft. Transit Area = +4,640 sq. ft. T � / 3/ 2°13 324 29 Exhibit C Page 6 of 8 Exhibit B EXHIBIT MAP NORTHBOUND TRANSIT TEMPORARY CONSTRUCTION EASEMENT (TCE)AREAS NW COR, LOT 2 S00 °11'38 "E 12.04 N89 °48'22 "E 16.17 — POB TRANSIT / AREA TCE POB PLAZA AREA TCE S00 °11'38'E 39.55 N89 °48'22 "E 3.71 ° r, N S89 °50'02 "W 18.00 ANDOVER INDUSTRIAL PARK NO. 2 TRACT 1 LOT 2 BLA NO L05 -025 REC. #20050928000006 PARCEL #0223100010 TRANSIT CENTER TEMP. CONSTRUCTION EASEMENT S89 °48'22 "W 17.17 N89 °48'22'E 0.83 N00 °11'38 "E 6.40 N36 °58'28'W 32.29 N00 °11'38'W 22.84 � =33 °21'03" R= 35.61— L=20 7 PACE An Engineering Services Company SCALE: 1" = 60' FILE: \24735V— SP— ROW.DWG EXISTING EASEMENTS S89 °37'17'E 13.35 BAKER BLVD. 11255 Kirkland Way, Suite 300 Kirkland, WA 98033 p. 425.827.20141 f. 425.827.5043 Civil I Structural 1 Planning I Survey paceengrs.com DATE: 6/13/13 FW PROJ. NO.: 09603.19 Exhibit C Page 7 of 8 Exhibit C Access Protocols 1. Notice and Purpose. All work will be coordinated with Grantor and performed between 7:00 p.m. and 7:00 a.m. unless otherwise mutually agreed between Grantee and Grantor. Grantor shall bear no cost or expense whatsoever in connection with Grantee's activities. Grantee shall at all times conduct its activities on the Easement Area so as not to interfere with, obstruct, or endanger Grantor's operations or facilities, or those of Grantor's tenants. Grantee's access to the Easement Area shall only occur upon prior notice to Grantor and at such times, at such locations and under such conditions as Grantor determines. Grantee acknowledges that there are tenants in possession of Grantor's property on which the Easement Area is located and that this Agreement does not authorize Grantee's entry onto any Tenant premises. 2. Grantee's Use of Easement Area. Grantor disclaims any warranty or representation that the Easement Area is safe or suitable for access by Grantee. Grantee agrees to become familiar with the Easement Area and Grantor's current use and occupancy and to take all reasonable precautions to avoid injury or property damage to Grantor, Grantee and third parties, and to employees, representatives, invitees or contractors of any of them as a result of Grantee's activities. Grantee further shall use every reasonable effort to prevent any damage to the Easement Area, and any property, improvements or landscaping located on the Easement Area, and if any such damage is done as a result of Grantee's activities, Grantee shall immediately repair the same at Grantee's sole expense. Grantee shall not construct any permanent improvements in the Easement Area. 3. Compliance with Applicable Laws and Regulations. Grantee agrees that any activities performed by or for it hereunder shall be performed in compliance with any federal, state or local laws, ordinances or regulations. Grantee will abide by and comply with Grantor's rules and regulations including safety rules, notices and signs while upon the Easement Area and will not interfere with any work being performed or other use or operations being carried out on the Easement Area. Grantee will not bring Hazardous Materials onto or across the Easement Area. Grantee shall obtain any permits and authorizations required for the conduct of any work on the Easement Area pursuant to this Agreement. In addition, Grantee hereby agrees to assume all costs associated with testing, monitoring, remediation, clean -up, manifesting and disposal of any hazardous substances on the Easement Area required as the result of any work undertaken by the Grantee on the Easement Area, including all health and safety requirements during construction. 4. Indemnification. Grantee hereby agrees to assume all risk of injury, damage or loss, and to defend, indemnify and save harmless Grantor and its tenants, and their respective licensees, invitees, agents, employees, and members from and against any and all losses, costs, expenses, attorneys' fees, actions, suits, claims, judgments, liabilities, obligations, and damage, arising out of or in any way related to 1 Exhibit C Page 8 of 8 Grantee's activities on the Easement Area and all work and other activities on, the property by Grantee and its agents, contractors, employees and invitees; provided, however, that Grantee shall be strictly liable for any Hazardous Materials it or its agents, contractors, employees or invitees bring onto the Easement Area. This Section 4 shall survive termination or expiration of this Temporary Construction Easement. 5. Release. Grantee and all individuals and entities gaining access to the Easement Area under this Agreement (the "Users "), for themselves, their successors, assigns, heirs and estate, hereby release Grantor, its affiliates and their respective employees and owners from and against all claims, costs, damages, injury, liability or expenses associated in any way, directly or indirectly, with the User's and its agents' and contractors' access to the Easement Area, the conduct of their activities thereon, and the existence of any condition, seen or unforeseen, on the Easement Area. This Section 5 shall survive termination or expiration of this Temporary Construction Easement. 6. No Recording. This Agreement shall not be recorded. 7. In the event of a conflict between the terms of these Access Protocols and the Temporary Construction Easement of which they form a part, these Access Protocols shall control. 2 Exhibit D Page 1 of 5 AFTER RECORDING RETURN TO: City of Tukwila City Clerk 6200 Southcenter Boulevard Tukwila, WA 98188 SPECIAL WARRANTY DEED Reference Number(s) of Related Documents: Project: Tukwila Urban Center Transit Center Grantor: Open Frame LLC, a Washington Limited Liability Company Grantee: City of Tukwila, a Municipal Corporation of the State of Washington Abbreviated Legal: Ptn of Lot 2, City of Tukwila BLA #L05 -25 Assessor's Property Tax Parcel/Account Number: 022310- 0010 -07 Open Frame LLC, a Washington limited liability company, hereinafter "Grantor," for and in consideration of the purchase price of the above described real property and other valuable consideration, does hereby grant, bargain, sell, convey, and confirm to the City of Tukwila, a municipal corporation of the State of Washington ( "Grantee "), Fee Simple Title, in and to the below described real property and any after acquired interest therein, the following described real property, situated in King County, Washington: PER EXHIBIT 'A' AND AS DEPICTED IN EXHIBIT `B' ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. Grantor conveys the real property subject to easements, covenants, and restrictions of record and expressly limits the covenants of this Deed to those herein expressed, and excludes all covenants arising or to arise by statutory or other implication and does hereby covenant that against all persons whomsoever lawfully claiming or to claim by, through, or under said Grantor and not otherwise, Grantor will forever warrant and defend the said described real property. The undersigned hereby agrees to surrender possession of the lands and/or rights herein conveyed, granted, transferred and/or released by the owner, or Grantor. -1- Exhibit D Page 2 of 5 DATED this day of May, 2013. GRANTOR, Open Frame LLC By: Printed Name: Title: By: Printed Name: Title: 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 /she /they was /were authorized to execute the instrument and acknowledge as and of Open Frame LLC, a Washington Limited Liability Company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated Printed name Notary Public in and for the State of Washington residing at My appointment expires: -2- Exhibit D Page 3 of 5 DATED this day of , 2013. GRANTEE: CITY OF TUKWILA Mayor Attest /Authenticated: City Clerk Approved As To Form by City Attorney STATE OF WASHINGTON ) ) ss. County of King ) On this day of , 2013, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Jim Haggerton, known to me to be the Mayor of CITY OF TUKWILA, the municipal corporation that executed the foregoing instrument, and acknowledged it to be the free and voluntary act of said municipal corporation, for the uses and purposes mentioned in this instrument, and on oath stated that he was authorized to execute said instrument. WITNESS my hand and official seal hereto affixed the day and year above written. Dated Printed name Notary Public in and for the State of Washington residing at My appointment expires: Exhibit D Page 4 of 5 City of Tukwila Tax Parcel No. 02231000010 Andover Park West Exhibit A That portion of Lot 2 of City of Tukwila Boundary Line Adjustment No. L05 -025, recorded under Recording No. 20050928900006, records of King County, Washington, described as follows: Commencing at the northwest corner of said Lot 2; Thence South 00 °11'38" East, along the west line thereof and the east margin of Andover Park West, a distance of 12.04 feet to the POINT OF BEGINNING; Thence continuing along said east margin through the following courses: South 00 011138" East a distance of 23.21 feet; Thence South 89 °48'22" West a distance of 5.50 feet; Thence South 00 °11'38" East a distance of 250.50 feet to the beginning of a tangent curve concave to the northeast and having a radius of 50.00 feet; Thence southeasterly along the arc of said curve through a central angle of 55 °28'55" a distance of 48.42 feet; Thence leaving said east margin, North 00°11'38" West a distance of 314.91 feet; Thence South 89 °48'22" West a distance of 16.17 feet to the POINT OF BEGINNING. Situate in the City of Tukwila, County of King, State of Washington, The above described fee simple area contain 6,429 square feet, more or less. 7zo/� t3 jv0 P: \P09 \09603.13 Final vesim'd h - i.. Exhibit D Page 5 of 5 EXHIBIT MAP TUKWILA TRANSIT CENTER ANDOVER PARK WEST FEE SIMPLE Exhibit B CURVE TABLE LINE TABLE 0223100010 LINE RADIUS BEARING LENGTH 48.42 L1 S00'11'38 "E 12.04 L2 S89'48'22 "W 16.17 L3 S00'11'38 "E 23.21 L4 S89'48'22 "W 5.50 CURVE TABLE CURVE LENGTH RADIUS DELTA C1 48.42 50.00 55'28'55" AREA OF FEE SIMPLE TAKE ZZZZZZZ (PACE 30' 30' PARCEL 0223100020 cc Lti O 40' NW COR. LOT 2 CONC. DR. PARCEL 0223100010 TRACT 1 ANDOVER JNDUSTRJA RARK NO. BAKER BLVD. 11255 Kirkland Way, Suite 300 Kirkland, WA 98033 p. 425.827.20141 f. 425.827.5043 Civil I Structural I Planning I Survey An Engineering Services Company paceengrs.com S89'42'31 "E 0 M 0 0 0 SCALE: 1" = 50' FILE: \FEE SIMPLE EXHIBIT.DWG DATE: 5/07/12 BY: FW PROJ. NO.: 09603.13 •1I -+ :7 1 �— .• ; RAT w EOM mEWLE • 3X637 LA4EE] 1. 9c p111.ndI 0 0 0 N 0 m 0 N 0 41 +00 ¢� BAKER BLVD. f. EXTENSION OF TEMPORARY CONSTRUCTION EASEMENT Grantor(s): Open Frame, LLC Grantee: City of Tukwila Abbreviated Legal: Ptn. of Lot 2, City of Tukwila BLA #L05 -25 Tax Parcel No.: 022310 - 0010 -07 Project Name: Tukwila Urban Center Transit Project THIS INSTRUMENT is made this � 1 / day of , 2014, by and between Open Frame, LLC, a Washington Limited Liability Company, hereinafter called the "Grantor," and the City of Tukwila, a Municipal Corporation, herein after called the "Grantee." I. RECITALS WHEREAS, on June 20, 2013, Grantor granted to Grantee a Temporary Construction Easement, as recorded under King County Recording No. 20130709001148, (the "TCE ") for the temporary placement of personnel and equipment for construction of public street improvements with necessary appurtenances, including placement of public and private utilities, within the adjoining public right -of -way (the "Improvements "); and WHEREAS, construction of the Improvements has been delayed; and WHEREAS, the current term of the TCE expired on April 30, 2014; and WHEREAS, the term of the TCE may be extended by mutual written consent of the Grantor and Grantee; NOW, THEREFORE, the parties hereby agree as follows: 11. AGREEMENT 1. Pursuant to Section 5 of the TCE, "Term of Easement," the parties hereby agree to extend the term of the TCE through November 14, 2014. 2. As a condition to the foregoing extension, the parties agree that the TCE is further amended hereby as follows in order to minimize impact on Grantor's property and to limit to twelve (12) the number of parking spaces included in the Easement Area at any one time: a. Except for overnight transitions described in Paragraph (2)(e) below, Grantee may only use or occupy EITHER the area identified as "Area A" OR "Area B" of the Easement Area on Exhibit A hereto (but not both) at any one time, with such area being utilized being defined as the "Occupied Area" and the other area being the "Unoccupied Area "). Each of Area A and Area B consist of twelve (12) parking stalls, and Exhibit A shall be interpreted to reflect the inclusion of twelve (12) of the existing parking stalls in each designated area; , 15+ la. tr. c'-' Page 1 of 3 b. Grantee shall have no right to utilize or restrict third party use and access of any Unoccupied Area, and it shall not constitute part of the Easement Area for any purpose, it being understood that the Unoccupied Area will be utilized as parking for tenants of Grantor's site and their guests; c. Grantee shall provide Grantor with three (3) business days prior notice before occupying Area A or Area B, or changing from one area to the other. d. Prior to temporarily vacating any Occupied Area (e.g. relocating from Area A to Area B with an intent to subsequently relocate to Area A) Grantee shall restore the vacated area to a retail parking area; provided that such restoration need not be permanent (e.g. striping tape and cold or hot mix asphalt); e. In order to facilitate a change of Occupied Area from Area A to Area B or vice versa, Grantee may, on the day of such transition, occupy both Area A and Area B provided that such "dual" occupancy of both Area A and Area B shall only occur during the overnight hours when California Pizza Kitchen is not open for business on Grantor's site. f. Prior to permanently vacating any Occupied Area, and in any event at the expiration of the Term of The Easement Grantee shall restore the area being vacated to as good a condition as it was immediately before Grantee entered the Occupied Area (including, by way of example, restoring paved, striped parking stalls, removing all personal property, fencing, barricades, etc).. 3. Except as expressly modified hereby, all other provisions of the TCE shall remain in full force and effect. Page 2 of 3 IN WITNESS WHEREOF, the parties have caused this Instrument to be executed, effective on the day and year set forth on the first page hereof. Dated this day of , 2014. Open Fr- me LLC By: I Z Printed Name: Maureen C. Waters Title: Authorized Signatory Date: "(1 /522.0,40 By: Printed Name: Title: Date: Accepted by the City of Tukwila By: Printed Title: Date: V, Arad li■■79 7 IL�si Approved as to form: BY: ItXg1�7-°'1 Printed Name: 2,C,LGhQ,t j vr?V1 Title: City Attorney Date: tj 1 1 61 1 1' STATE OF WASHINGTON )ss. COUNTY OF �S ) I certify that I know or have satisfactory evidence that ,viees-% GvcrkS is /are the personX who appeared before me, and said person(s) acknowledged that be /sheJth y signed this instrument on oath stated that )6 /she /tom waste authorized to execute the instrument and acknowledge as Aa. hoed, J2-- Sn.�N a of Open Frame, LLC, a Washington Limited Liability Crompany, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated "Ay /4' to V Page 3 of 3 Printed name Notary Public in and for the State of Washington residing at /�itrc� �s1u..J� wA My appointment expires: 2 - l q - 12 A EXHIBIT MAP • NoRNEjOL/ND TRANSIT TEMPORARY • .NY! I LPT/2 12.06 N89•0'22`E POB TRANSIT AREA TCE S8950'024/ 18.00 ANDOVER INDUSTRIAL PARK NO. TRACT 1 LOT 2 BLA NO L05-025 REC. #20050928000006 10011'38'W 22.04 EXISTING EASEMENTS FIRST A . R CAN BVI---(k312)7 1 tf-) AFTER RECORDING MAIL TO: Name City of Tukwila / City Clerk Address 6200 Southcenter Blvd City /State Tukwila, WA 98188 111 11111111111 1111 1111111 1111 20130709001148 FIRST AMERICAN EAS 80.00 PAGE -001 OF 009 07/09/2013 14:59 KING COUNTY, UA i Document Title(s): 1. Temporary Construction Easement Reference Number(s) of Documents Assigned or released: Grantor(s): 1. Open Frame, LLC 2. ] Additional information on page of document Grantee(s): 1. City of Tukwila 2. ] Additional information on page of document Abbreviated Legal Description: PTN. LT 2, CITY OF TUKWILA BLA NO. L05 -025, REC. 20050928900006 Tax Parcel Number(s): 022310- 0010 -07 [ ] Complete legal description is on page of document EXCISE TAX NOT REQUIRED TEMPORARY CONSTRUCTION EASEMENT Grantor(s): Open Frame, LLC Grantee: City of Tukwila Abbreviated Legal: Ptn of Lot 2, City of Tukwila BLA #L05 -25 Tax Parcel No.: 022310 - 0010 -07 Project Name: Tukwila Urban Center Transit Center 7!% THIS INSTRUMENT is made thisatOday Of 3:02013, 2013, by and between Open Frame, LLC, a Washington Limited Liability Company, hereinafter called the "Grantor ", and the City of Tukwila, a Municipal Corporation, hereinafter called the "Grantee ". WITNESSETH: 1) Grant of Easement. The Grantor, for and in consideration of the public good and other valuable consideration, does by these presents, convey and warrant unto the Grantee a temporary construction easement (the "Easement ") for access over, through, across and upon the following described real estate (the "Easement Area ") situated in the County of King, State of Washington, for the temporary placement of personnel and equipment for construction of public street improvements with necessary appurtenances, including placement of public and private utilities, within the adjoining public right of way: Per Exhibit A and depicted in Exhibit B attached hereto and by this reference made a part hereof. 2) Purpose of Easement. The Grantee, its contractors, agents, and permittees, shall have the right at such times as may be necessary, to enter upon the Easement Area, including entry into private improvements located in the Easement Area for the purpose of constructing, maintaining, repairing, altering or reconstructing said street improvements, or making any connections therewith, including utility connections. Grantee shall have the right to re -grade slopes and /or make cuts and fills to match street grade. In the event, Grantee's utility connection work requires access to property in addition to the Easement Area, Grantee shall have the non - exclusive right, on reasonable notice to Grantor, to enter into such additional property and such entry shall be governed by the terms of this easement. Grantee's rights to use the Easement Area shall be exclusive at such times and for such duration as Grantee's construction requires, in Grantee's discretion. This Easement is expressly subject to the Access Protocols attached hereto as Exhibit C, the terms of which are incorporated herein by this reference. The rights herein granted shall include all incidental rights, including but not limited to, right of ingress and egress necessary to properly perform the work indicated for 1 construction of the project. Grantee and those entitled to exercise the rights granted herein shall exercise all due diligence in their activities upon the property, and Grantee does hereby agree to indemnify and hold harmless the Grantor against and from any and all liability for losses, damages and expenses on account of damage to property or injury to persons resulting from or arising out of the rights herein granted to Grantee and /or its contractors, employees, agents, successors or assigns. The foregoing sentence shall survive termination or expiration of this Temporary Construction Easement. 3) Improvements. All street improvements shall be constructed entirely within the public right of way. In the event private improvements in the Easement Area are disturbed or damaged by Grantee's use of the Easement, on or before the end of the Term, they shall be restored or replaced in as good a condition as they were immediately before Grantee entered the Easement Area. During the Term, Grantee may on an interim basis, restore the Easement Area to a reasonably safe and convenient condition. 4) Grantor's Right to Use Easement Area. Except for those times when Grantee is making exclusive use of the Easement Area, the Grantor shall retain the right to use and enjoy the Easement Area, including the right to use existing private improvements located in the Easement Area so long as such use does not interfere with Grantee's construction of the public improvements described in this Easement. 5) Term of Easement. The term of this Easement is six (6) months (the "Term "). The Term shall commence upon initiation of Grantee's construction within the easement area, but no sooner than the date hereof, and shall remain in force until no later than April 30, 2014, or until completion of construction and restoration of the property, whichever occurs first. Grantee shall provide fourteen (14) days written notice to the Grantor prior to commencement of construction. This Easement may be extended by mutual written consent of the Grantor and Grantee. 6) Payment for Easement. Within ten (10) days of the date of execution of this Easement, Grantee shall pay Grantor Nine Thousand Four Hundred and 00 /100ths Dollars ($9,400.00). 7) Binding Effect. The Easement granted hereby is solely for the benefit of Grantee, and is personal to Grantee, its successors in interest and assigns. Grantee shall have the right to permit third parties to enter upon the Easement Area to accomplish the purposes described herein, provided that all such parties abide by the terms of this Easement. The Easement granted hereby, and the duties, restrictions, limitations and obligations herein created, shall run with the land, shall burden the Easement Area and shall be binding upon and the Grantor and its respective successors, assigns, mortgagees and sublessees and each and every person who shall at any time have a fee, leasehold, mortgage or other interest in any part of the Easement Area. 2 8) Notification. Should the undersigned owner (Grantor), sell the property described herein, Grantor shall promptly disclose and notify the buyer of this agreement. Dated this ,Q CST day of�.vv,J Q , 20 �. Open Frame LLC By: Prin Ti Date: By: Printed Name: Title: Date: Accepted by the City of Tukwila By: Printed N Title: M Date: Approved as to form: By Printed Name: R ctc,.e I T,.crp; v\ Title: City Attorney Date: lx l I t5 STATE OF WASHINGTON )ss. COUNTY OF k ) I certify that I know or have satisfactory evidence that —Dort . u Ica■bl(e'sc- and is /afe the person(s) who appeared before me, and said person(s) acknowledged that he /she /they signed this instrument on oath stated that he /she /they was /were authorized to execute the instrument and acknowledge as G,..�..•�� .. C r/r yA nd of Open Frame, LLC, a Washington Limited LiabilitCompany, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated ✓ w` ► � 14.)+3 ++r, �� ST0 r =~0�= ��y` /prr�i ,�i cPS y0 • - 0 =z, S�rr+r+h 3 -19\1 .0= ri1r+�1j OF`W A5?.� Printed name Notary Public in and for the State of Washington residing at /Arc.- ,,,v4 My appointment expires: 3 - /ei- /' 3 Exhibit A City of Tukwila Northbound Transit Stop - Temporary Construction Easement Descriptions Tax Parcel No. 0223100010 Transit Easement Area: That portion of Lot 2, City of Tukwila Boundary Line Adjustment No. L05 -025, recorded under Recording No. 20050928900006, records of King County, Washington, described as follows: Commencing at the northwest corner of said Lot 2; Thence South 00°11'38" East, along the west line thereof and the east margin of Andover Park West, a distance of 12.04 feet; Thence North 89 °48'22" East, at right angles to said west line and east margin, a distance of 16.17 feet to the POINT OF BEGINNING; Thence South 00 °11'38" East, parallel with said west line and east margin, a distance of 257.74 feet; Thence North 89 °48'22" East a distance of 18.00 feet; Thence North 00 °11'38" West, parallel with said west line and east margin a distance of 257.75 feet; Thence South 89 °50'02" West, parallel with the north line of said Lot2, a distance of 18.00 feet to the POINT OF BEGINNING. Plaza Easement Area: That portion of Lot 2, City of Tukwila Boundary Line Adjustment No. L05 -025, recorded under Recording No. 20050928900006, records of King County, Washington, described as follows: Commencing at the northwest corner of said Lot 2; Thence South 00 °11'38" East, along the west line thereof and the east margin of Andover Park West, a distance of 12.04 feet; Thence North 89 °48'22" East, at right angles to said west line and east margin, a distance of 16.17 feet; Thence South 00°11'38" East, parallel with said west line and east margin, a distance of 257.74 feet to the POINT OF BEGINNING; Thence continuing South 00 °11'38" East a distance of 39.55 feet to the north line of an existing City of Tukwila sidewalk and traffic signal easement recorded under King County Recording No. 9511300537; Thence North 89 °48'22" East, along said north easement line, a distance of 3.71 feet to an angle point in said easement; Thence South 00 °17'49" West, along the east line of said easement, a distance of 9.37 feet to the northerly line of an existing City of Tukwila sidewalk and street light easement recorded under King County Recording No. 20080305001758 and the beginning of a non - tangent curve concave to the northeast from which the radius point bears North 33 °43'46" East a distance of 35.61 feet; Thence southeasterly along the arc of said curve and northerly line through a central angle of 33 °21'03" a distance of 20.73 feet; Thence South 89 °37'17" East, along said easement line, a distance of 13.35 feet; Thence North 00°11'38" West parallel with said west Tine of Lot 2 and east margin of Andover Park West a distance of 22.84 feet; Thence North 36 °58'28" West a distance of 32.29 feet; Thence North 00 011'38" West, parallel with said west line and east margin a distance of 6.40 feet; Thence South 89 °48'22" West a distance of 17.17 feet to the POINT OF BEGINNING. Situate in the City of Tukwila, County of King, State of Washington, The above described easement areas contain: Plaza area = ±1,540 sq. ft. Transit Area = ±4,640 sq. ft. Exhibit B EXHIBIT MAP NORTHBOUND TRANSIT TEMPORARY CONSTRUCTION EASEMENT (TCE)AREAS NW C ❑R, LOT 2 SO0 °11'38 "E 12.04 N89 °48'22 "E — 16.17 P ❑B TRANSIT / AREA TCE POE PLAZA AREA TCE S00 °11'38 "E 39.55 N89°48'22T 3.71 S89 °50'02 "W 18.00 ANDOVER INDUSTRIAL PARK NO. 2 TRACT 1 LOT 2 BLA NO L05 -025 REC. #20050928000006 PARCEL #0223100010 TRANSIT CENTER / TEMP. CONSTRUCTION e EASEMENT tn 0.JIo 0 -i 1 S89 °48'22 "W 17.17 N89 °48'22 "E N00 °11'38 "W 22.84 EXISTING EASEMENTS A =33 °21'03° R= 35.61— BAKER BLVD. L =20 7 11255 Kirkland Way, Suite 300 Kirkland, WA 98033 p. 425.827.2014 I f. 425.827.5043 S89 °37'17 "E 13.35 PACE An Engineering Services Company Civil I Structural I Planning I Survey paceengrs.com SCALE: 1" = 60' FILE: \24735V —SP— ROW.DWG DATE: 6/13/13 FW PROJ. NO.: 09603.19 Exhibit C Access Protocols 1. Notice and Purpose. All work will be coordinated with Grantor and performed between 7:00 p.m. and 7:00 a.m. unless otherwise mutually agreed between Grantee and Grantor. Grantor shall bear no cost or expense whatsoever in connection with Grantee's activities. Grantee shall at all times conduct its activities on the Easement Area so as not to interfere with, obstruct, or endanger Grantor's operations or facilities, or those of Grantor's tenants. Grantee's access to the Easement Area shall only occur upon prior notice to Grantor and at such times, at such locations and under such conditions as Grantor determines. Grantee acknowledges that there are tenants in possession of Grantor's property on which the Easement Area is located and that this Agreement does not authorize Grantee's entry onto any Tenant premises. 2. Grantee's Use of Easement Area. Grantor disclaims any warranty or representation that the Easement Area is safe or suitable for access by Grantee. Grantee agrees to become familiar with the Easement Area and Grantor's current use and occupancy and to take all reasonable precautions to avoid injury or property damage to Grantor, Grantee and third parties, and to employees, representatives, invitees or contractors of any of them as a result of Grantee's activities. Grantee further shall use every reasonable effort to prevent any damage to the Easement Area, and any property, improvements or landscaping located on the Easement Area, and if any such damage is done as a result of Grantee's activities, Grantee shall immediately repair the same at Grantee's sole expense. Grantee shall not construct any permanent improvements in the Easement Area. 3. Compliance with Applicable Laws and Regulations. Grantee agrees that any activities performed by or for it hereunder shall be performed in compliance with any federal, state or local laws, ordinances or regulations. Grantee will abide by and comply with Grantor's rules and regulations including safety rules, notices and signs while upon the Easement Area and will not interfere with any work being performed or other use or operations being carried out on the Easement Area. Grantee will not bring Hazardous Materials onto or across the Easement Area. Grantee shall obtain any permits and authorizations required for the conduct of any work on the Easement Area pursuant to this Agreement. In addition, Grantee hereby agrees to assume all costs associated with testing, monitoring, remediation, clean -up, manifesting and disposal of any hazardous substances on the Easement Area required as the result of any work undertaken by the Grantee on the Easement Area, including all health and safety requirements during construction. 4. Indemnification. Grantee hereby agrees to assume all risk of injury, damage or loss, and to defend, indemnify and save harmless Grantor and its tenants, and their respective licensees, invitees, agents, employees, and members from and against any and all losses, costs, expenses, attorneys' fees, actions, suits, claims, judgments, liabilities, obligations, and damage, arising out of or in any way related to 1 Grantee's activities on the Easement Area and all work and other activities on, the property by Grantee and its agents, contractors, employees and invitees; provided, however, that Grantee shall be strictly liable for any Hazardous Materials it or its agents, contractors, employees or invitees bring onto the Easement Area. This Section 4 shall survive termination or expiration of this Temporary Construction Easement. 5. Release. Grantee and all individuals and entities gaining access to the Easement Area under this Agreement (the "Users "), for themselves, their successors, assigns, heirs and estate, hereby release Grantor, its affiliates and their respective employees and owners from and against all claims, costs, damages, injury, liability or expenses associated in any way, directly or indirectly, with the User's and its agents' and contractors' access to the Easement Area, the conduct of their activities thereon, and the existence of any condition, seen or unforeseen, on the Easement Area. This Section 5 shall survive termination or expiration of this Temporary Construction Easement. 6. No Recording. This Agreement shall not be recorded. 7. In the event of a conflict between the terms of these Access Protocols and the Temporary Construction Easement of which they form a part, these Access Protocols shall control. 2 S AMERICAN RICAN , .15q 3� ( \11 AFTER RECORDING MAIL TO: Name City of Tukwila / City Clerk Address 6200 Southcenter Blvd City/State Tukwila fl 1 1 11 1 111 N Y lII 11111111 1111 20130709001146 FIRST AMERICAN WD 77.00 PAGE -001 OF 006 07/09/2013 14:59 KING COUNTY, WA E2616657 07/09/2013 14:57 KING COUNTY, WA 10.00 Document Title(s): SALE $$0.00 1. Special Warranty Deed Reference Number(s) of Documents Assigned or released: Grantor(s): 1. Open Frame LLC 2. ] Additional information on page of document Grantee(s): 1. City of Tukwila 2. ] Additional information on page of document Abbreviated Legal Description: PTN CITY OF TUKWILA BLA NO. L05 -025, REC. 20050928900006 Tax Parcel Number(s): [ 022310- 0010 -07 ] Complete legal description is on page of document N PAGE -001 OF 001 AFTER RECORDING RETURN TO: City of Tukwila City Clerk 6200 Southcenter Boulevard Tukwila, WA 98188 SPECIAL WARRANTY DEED Reference Number(s) of Related Documents: Project: Tukwila Urban Center Transit Center Grantor: Open Frame LLC, a Washington Limited Liability Company Grantee: City of Tukwila, a Municipal Corporation of the State of Washington Abbreviated Legal: Ptn of Lot 2, City of Tukwila BLA #L05 -25 Assessor's Property Tax Parcel/Account Number: 022310 - 0010 -07 Open Frame LLC, a Washington limited liability company, hereinafter "Grantor," for and in consideration of the purchase price of the above described real property and other valuable consideration, does hereby grant, bargain, sell, convey, and confirm to the City of Tukwila, a municipal corporation of the State of Washington ( "Grantee "), Fee Simple Title, in and to the below described real property and any after acquired interest therein, the following described real property, situated in King County, Washington: PER EXHIBIT `A' AND AS DEPICTED IN EXHIBIT 'B' ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. Grantor conveys the real property subject to easements, covenants, and restrictions of record and expressly limits the covenants of this Deed to those herein expressed, and excludes all covenants arising or to arise by statutory or other implication and does hereby covenant that against all persons whomsoever lawfully claiming or to claim by, through, or under said Grantor and not otherwise, Grantor will forever warrant and defend the said described real property. Grantor conveys the real property under the of imminent threat of Grantee's exercise of its right of Eminent Domain. The undersigned hereby agrees to surrender possession of the lands and /or rights herein conveyed, granted, transferred and /or released by the owner, or Grantor. Also, the Grantors request the Assessor and Treasurer of said county to set over to the remainder of the hereinafter of Grantor's remaining parcel the lien of all unpaid taxes, if any, affecting the real estate herein conveyed, as provided for by RCW 84.60.070. -1- DATED this d 31 - day of May, 2013. GRANTOR. Open Frame LLC By: Printed Name: /11:,ttotti Larsovl Title : tinier By: Printed Name: Title: STATE OF WASHINGTON ) )ss. COUNTY OF ) I certify that I know or have satisfactory evidence that /� :�chad 61(5y 4' an4 is /ttre the person(s) who appeared before me, and said person(.51 acknowledged that he /she /they signed this instrument on oath stated that he /she /they was /were authorized to execute the instrument and acknowledge as Ap.totldl- of Open Frame LLC, a Washington Limited Liability Company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated Printed name Notary Public in and for the State of Washington residing at /i'Jr i1y f siamt . SAM My appointment expires: '3- i°t - - 2 - DATED this Q7� day of itiJo Q- , 2013. GRANTEE: CITY /,07 TUKWILA C�v Mayo Att Authenticate 2cWJAQJ Approved As To Form by City Attorney STATE OF WASHINGTON ) ) ss. County of King ) On this �©�� day of J V AYQ— , 2013, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Jim Haggerton, known to me to be the Mayor of CITY OF TUKWILA, the municipal corporation that executed the foregoing instrument, and acknowledged it to be the free and voluntary act of said municipal corporation, for the uses and purposes mentioned in this instrument, and on oath stated that he was authorized to execute said instrument. WITNESS my hand and official seal hereto affixed the day and year above written. Dated C Ak r vs) y rrl - r� "F lofty Printed name Notary Public in anli for the Stat /•f Washington residing at cd e W( ♦ i J W } = My appointment expires: - 3 - City of Tukwila Tax Parcel No. 02231000010 Andover Park West Exhibit A That portion of Lot 2 of City of Tukwila Boundary Line Adjustment No. L05 -025, recorded under Recording No. 20050928900006, records of King County, Washington, described as follows: Commencing at the northwest corner of said Lot 2; Thence South 00°11'38" East, along the west line thereof and the east margin of Andover Park West, a distance of 12.04 feet to the POINT OF BEGINNING; Thence continuing along said east margin through the following courses: South 00 °11'38" East a distance of 23.21 feet; Thence South 89 °48'22" West a distance of 5.50 feet; Thence South 00°11'38" East a distance of 250.50 feet to the beginning of a tangent curve concave to the northeast and having a radius of 50.00 feet; Thence southeasterly along the arc of said curve through a central angle of 55 °28'55" a distance of 48.42 feet; Thence leaving said east margin, North 00°11'38" West a distance of 314.91 feet; • Thence South 89 °48'22" West a distance of 16.17 feet to the POINT OF BEGINNING. Situate in the City of Tukwila, County of King, State of Washington, The above described fee simple area contain 6,429 square feet, more or less. 7� zo /z z% ,., �u�s_vn1, (, 1, T '' `‘.(5\ r rj 324: 9 s 1% P: \P09 \09603.13 Final Design \d R: EXHIBIT MAP TUKWILA TRANSIT CENTER ANDOVER PARK WEST FEE SIMPLE Exhibit B 30' LINE TABLE 0223100010 LINE BEARING LENGTH L1 S00'11'38 "E 12.04 L2 589'48'22 "W 16.17 L3 S00'11'38 "E 23.21 L4 S89'48'22 "W 5.50 CURVE TABLE CURVE LENGTH RADIUS DELTA C1 48.42 50.00 55'28'55" AREA OF FEE SIMPLE TAKE ZZZZZZZ 30' POB PARCEL 0223100020 L2 NW COR. LOT 2 CONC. DR. L4 PARCEL 0223100010 co ASPH. CONC BAKER:: BLVD.;; 11255 Kirkland Way, Suite 300 Kirkland, WA 98033 p. 425.827.2014 I f. 425.827.5043 Civil 1 Structural I Planning I Survey An Engineering Services Company paceengrs.com TRACT 1 ANDOVER INDUSTRIA: P AR}( NO. S89'42'31 "E 0 0 0 0 SCALE: 1" = 50' FILE: \FEE SIMPLE EXHIBIT.DWG DATE: 5/07/12 BY: FW PROJ. NO.: 09603.13