AG 07-186 - SSC PROPERTY HOLDINGS
~
DATE IN: DATE OUT:
1.
2.
4.
CITY OF FEDERAL WAY LAW DEPARTMENT
REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP
ORIGINATING DEPT.IDN: pvV I DS
ORIGINATING STAFF PERSON:_vVII/ AppUAtm./
TYPE OF DOCUMENT REQUESTED (CHECK ONE)
o PROFESSIONAL SERVICE AGREEMENT
o MAINTENANCE/LABOR AGREEMENT
o PUBLIC WORKS CONTRACT
o SMALL PUBLIC WORKS CONTRACT
EXT: ,2;1"10 3. DATE REQ. BY:
o SECURITY DOCUMENT (EG, AGREEMENT &
PERF/MAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND)
o CONTRACTOR SELECTION DOCUMENT
(LESS THAN $200,000)
o PURCHASE AGREEMENT)
(MATERIALS, SUPPLIES, EQUIPMENT)
o REAL ESTATE DOCUMENT
(E.G., RFB, RFP, RFQ)
o CONTRACT AMENDMENT AG#: f!)7 -r~
o CDBG
)(OTHER q~tf Us,&' ~F1IIh1t.J-
6.
5. PROJECT NAME:
NAME OF CONTRACTOR: (SS~ fuyXfhlt }-tvlct>tI'UI~J LU/
ADDRESS: UJ
SIGNATURE NAME:
TELEPHONE
TITLE
7. ATTACH ALL EXHIBITS AND CHECK BOXES 0 SCOPE OF SERVICES 0 ALL EXHIBITS REFERENCED IN DOCUMENT
o INSURANCE CERTIFICATE 0 DOCUMENT AUTHORIZING SIGNATURE
8.
9.
10.
11.
TERM: COMMENCEMENT DATE:
COMPLETION DATE:
TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX; IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED 0 YES 0 NO IF YES, $
"'lIl.\)1
C<)NTRACT REVIEW /"
IlfPROJECTMANAGERS; ft '~. )
;6DIRECTOR ' -;-( . /i e t,t -
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CONTRACT SIGNATURE ROUTING
UYLAW DEPARTMENT
rn--CITYMANAGER 1l/J.O!01
IiYCITY CLERK III/s J C1
~GN COpy BACK TO ORGINATING DEPT.
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PAID BY: 0 CONTRACTOR 0 CITY
INITIALIDATE APPROVED
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INITIALIDATEAPPROVEIJ )
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INITIALIDATE APPROVED
07/05
,
Return Address:
City of Federal Way
Attn: William Appleton, P.E.
33325 8th Ave S .
PO Box 9718
Federal Way, WA 98063-9718
EASEMENT USE AGREEMENT
THIS AGREEMENT is entered into this 2)'.b day of ~~e ,2007, by and between
the City of Federal Way, Washington, a Municipal SSC (hereinafter "City") and SSC Property Holdings,
LLC, a Delaware limited liability company (hereinafter "SSC"), collectively referred to herein as the
"Parties. "
SSC is the owner of certain real property located in the City of Federal Way, Washington, as
legally described on Exhibit A (the "Land"). SSe's predecessor in interest, SSC Property Holdings, Inc.,
previously granted to the City an easement for utility purposes, recorded on April 8, 2004, King County
Filing Number 20040408000550 (the "Easement"), affecting that portion of the Land described on
Exhibit B (the "Easement Area"). SSC desires to use that portion of the Easement Area described on
Exhibit C for the continued placement and situating of building columns and canopy overhangs (the
"Improvements") .
In consideration of their mutual covenants, the Parties agree as follows:
1. Term. This Agreement shall become effective upon execution by both Parties and shaH
continue in force as long as SSC maintains the Improvements in the Easement Area. Abandonment or
relocation of the Improvements or termination under other provision of this Agreement shall immediately
terminate this Agreement.
2. Permitted Use of Easement Area.
2.1 SSC shall be entitled to use that portion of the Easement Area necessary for the
installation, repair, maintenance, and replacement of the Improvements. SSC shall not construct any
further Improvements in the Easement Area without written agreement by the City. In the event that the
City incurs any costs in connection with its use of the Easement Area as contemplated by the Easement,
which costs are incurred as a direct result of the existence of the Improvements in the Easement Area (and
which would not have been incurred but for the existence of the Improvements in the Easement Area),
SSC agrees to reimburse the City for such costs. In the event City desires to use the Easement Area, City
shall in good faith use its best efforts to do so in such a way as to minimize the necessity of incurring
costs and expenses for which SSC would be responsible under this Section 2.1.
Page 1
2.2 sse shall remove the Improvements from the Easement Area upon termination
of the Agreement, at SSC's sole cost and expense.
2.3 The City reserves the right to use and access the Easement Area for the purposes
set forth in the Easement.
3. Improvements. SSC may update or replace the Improvements from time to time,
provided that any change in the location or configuration of the Improvements in the Easement Area is
approved in writing by the City, such approval not to be unreasonably withheld.
4. Maintenance. SSC shan have sole responsibility for the maintenance, repair, and security
of its Improvements, and shall keep the same in good repair and condition during the Agreement term.
5. Termination. Except as otherwise provided herein, this Agreement may be terminated,
without penalty to the City or further liability of the City, as follows:
5.1 Upon thirty (30) days written notice by either party, ifthe other party fails to cure
a default or breach of this Agreement within thirty (30) days of receipt of written notice of such
breach, or such longer period as may be required to diligently complete a cure commenced within
the thirty (30) day period;
5.2 Upon ninety (90) days written notice by SSC;
5.3 Upon thirty (30) days written notice by the City if SSC abandons, vacates or
ceases using the Improvements; or
5.4 Automatically and without necessity of further action by the Parties, upon
termination of the Easement.
6. Indemnity.
6.1 Disclaimer of Liability. The City shall not, at any time, be liable for injury or
damage occurring to any person or property from any cause whatsoever arising out of SSe's construction,
installation, maintenance, repair, use, operation, condition or dismantling of the Improvements, and SSC
expressly assumes all such risk.
6.2 Indemnification and Hold Harmless. SSC shall, at its sole cost and expense,
indemnify and hold harmless the City and its officers, boards, commissions, employees, agents, attorneys,
and contractors from and against any and all liability, damages, and claims, (including, without limitation,
reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be asserted by
reason of any act or omission of sse, its employees, agents, or contractors and which is in any way
connected with the construction, installation, operation, maintenance, repair, use, condition or dismantling
of the Improvements, except for claims arising from the negligence or willful misconduct of the City or
its officers, boards, commissions, employees, agents, attorneys or contractors. In the event any such
action or proceeding shall be brought against the City, SSC shall, at SSe's sole cost and expense, resist
and defend the same provided, however, that SSC shall not admit liability in any such matter on behalf of
the City without the written consent ofthe City. Nothing herein shall be deemed to prevent the City from
cooperating with SSC and participating in the defense of any litigation with City's own counsel. SSC
shall pay all reasonable expenses incurred by City in response to any such actions, suits or proceedings.
Page 2
These expenses shall include all reasonable out-of-pocket expenses such as attorney fees and shall also
include the reasonable value of any services rendered by the City's attorney, and the actual expenses of
City's agents, employees, consultants and expert witnesses, and disbursements and liabilities assumed by
City in connection with such suits, actions or proceedings.
6.3 Survivability. The provisions of this paragraph shall survive the expiration of
termination of this Agreement with respect to any event occurring prior to such expiration or termination.
7. General Provisions.
7.1 Entire Agreement. This Agreement, together with the Easement, constitutes the
entire agreement and understanding of the parties and supersedes all offers, negotiations, and other
agreements of any kind. Except as previously set forth, there are no representations or understandings of
any kind not set forth herein.
7.2 Modification. No provision of this Agreement, including this provision, may be
amended or modified except by written agreement signed by the Parties.
7.3 Full Force and Effect. Any provision of this Agreement that is declared invalid
or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shan
remain in full force and effect. In the event that a court of competent jurisdiction determines void or
invalid any term of any other Agreement, where such term is substantially equivalent to a term of this
Agreement, the City may, at its sole option and within thirty (30) days of notice thereof by SSC: (i)
determine that such judicial determination shall not affect the terms of this Agreement, which shan
continue in full force and effect; or (ii) determine that a term of this Agreement is invalid, but severable,
and that such invalidity shall not affect the remaining terms of this Agreement, which shall continue in
full force and effect.
7.4 Attornev Fees. In the event either of the Parties defaults on the performance of
any terms of this Agreement or either Party places the enforcement of this Agreement in the hands of an
attorney, or files a lawsuit, each Party shall pay all its own attorneys' fees, costs and expenses. The venue
for any dispute related to this Agreement shall be King County, Washington.
7.5 No Waiver. Failure or delay of the City to declare any breach or default
immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one
breach or default does not act as a waiver of the City's right to declare another breach or default.
7.6 Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington.
7.7 Authority. Each individual executing this Agreement on behalf of the City and
SSC represents and warrants that such individuals are duly authorized to execute and deliver this
Agreement on behalf of such Party.
7.8 Notices. Any notices required to be given by the Parties shall be delivered at the
addresses set forth below. Any notices may be delivered personally to the addressee of the notice or may
be deposited in the United States mail, postage prepaid, to the address set forth below. Any notice so
posted in the United States mail shall be deemed received three (3) days after the date of mailing.
Page 3
7.9 Captions. The respective captions of the Sections of this Agreement are inserted
for convenience of reference only and shall not be deemed to modify or otherwise affect any of the
provisions of this Agreement.
7.10 Equal Opportunity to Draft. The parties have participated and had an equal
opportunity to participate in the drafting of this Agreement, and the Exhibits, if any, attached. No
ambiguity shall be construed against any party upon a claim that that party drafted the ambiguous
language.
8. Successors and Assigns. The rights and obligations described herein shall run with the
Land and the Easement, shall inure to the benefit of the City and the SSC, and shall be binding upon their
respective successors, heirs and assigns. Whenever a transfer occurs in the ownership of the Land or
Easement, or any part thereof, the transferor shall have no further liability for breach of covenant
occurring thereafter. Parties agree to look solely to the interest of the owner of the Land or of the
Easement for the recovery of any judgment.
This Agreement is executed as of the date first set forth above.
By:
CITY OF FEDERAL WAY
.~~ /11 t.--
Cary M. Roe, .E. Assistant City Manager
33325 8th'Ave S
PO Box,97l8
Federal Way, Washington 98063-9718
ATTEST:
Ci
APPROVED AS TO FORM:
~~;r___~cJ
~ Patricia A. Richardson, City Attorney
Page 4
SSC
By:
(Signat
1)tW l'{) ~. 1>olL
(Name)
Its: 6tL. "\~M 1'~1 oal-l
(Title)
701 WE'\t&~ !rJffllAf.
GIt~tl..,e., CA qlz.ol
(Address)
(gIrt) 2'#&4" io~o
(Telephone)
STATE OF CALIFORNIA )
) ss.
COUNTYOF 1...0'.> ~l{)S )
On this day personally appeared before me
ofSSC Property Holdings, LLC, that executed t~ egoing instrument, and
acknowledged the said instrument to be the free and voluntary act an of said corporation, for the
uses and purposes therein mentioned, and on oath stated th h was authorized to execute said
instrument and that the seal affixed, if any, is the corpor~ aid corporation.
GWEN my hand and official seal this :x:. of , 200_.
(typed/printed name of notary)
Notary Public in and for the State of California.
My commission expires:
Page 5
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
~~~~~~~~~..G<'~~~
State of California
County of ~t.-O? A-Nb~
On ::r \AN.~ ?.S. 200"1'- before me,
Date .
personally appeared
\) Mi\'t)
Nc-r
l'\A~u. ~,
Name(s) of Signer(s)
~personally known to me
o (01 PIOV<JJ 10 ",e 011 lI,e ba~;~ of 1Sc!!Iti!fc!!lGlo, y evid~lI{,e)
roL ~, -. ~ - ;ER;OI;:~; ~ ~
_ CommIssIon # 1658982
i ... Notary PublIc - California ~
~. LOIAngMs~~
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to be the person~whose name~ ishtfe subscribed to the
within instrument and acknowledged to me that
he/sRs/tRey executed the same in his~~~n9ir authorized
capacity~, and that by hislfl~rltl'leir signatur~ on the
instrument the person~, or the entity upon behalf of
which the person~ acted, executed the instrument.
WITNESS my hand and official seal.
Place Notary Seal Above
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OPTIONAL
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
Title or Type of Document: 'eA<i:>~t--\.e-NT lA~~ 1Ab~',
Document Date:
iJU rJ ~ 2. c;) UX>-=1-
Number of Pages: -<b
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: '"04W'''\)~. -pO\.-\- Signer's Name:
o Individual 0 Individual
~ Corporate Officer - Title(s): ~. V\c..€~'~ Corporate Officer - Title(s):
o Partner - 0 Limited 0 General 0 Partner - 0 Limited 0 General
o Attorney in Fact 0 Attorney in Fact
o Trustee 0 Trustee
o Guardian or Conservator 0 Guardian or Conservator
o Other: 0 Other:
RIGHT THUMBPRINT
OF SIGNER
Top of thumb here
Signer Is Representing:
~'PfLc'P81--ry HoLPI!~S
Signer Is Representing:
~~~~~~~~~~~~~~~~~~~~,,~~~~~~~~~~~~~~~~
@2006 National Notary Association' 9350 De Soto Ave., P.O. Box 2402. Chatsworth, CA 91313-2402 Item No. 5907 Reorder: Call Toll-Free 1-800-876-6827
EXHIBIT A
LEGAL DESCRIPTION OF THE LAND
Lot 2, King County Short Plat Number 974009, as recorded under King County Recording
Number 7411220280, being a portion of the Southeast Quarter of the Northeast Quarter in
Section 17, Township 21 North, Range 4 East, W.M., in King County, Washington.
Page 6
EXHIBIT B
LEGAL DESCRIPTION OF THE EASEMENT AREA
The West 3 feet of the East 12 Feet of Lot 2, King County Short Plat Number 974009, as
recorded under King County Recording Number 7411220280, being a portion of the Southeast
Quarter of the Northeast Quarter in Section 17, Township 21 North, Range 4 East, W.M., in
King County, Washington.
Page 7
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BUILDING COLUMN EASEMENT EXHIBIT
PUBLIC STORAGE, INC.. FEDERAL WAY
JNM-' $12915 I 04-12-07 I 1"=10'