AG 20-966 - Federal Way Campus RETURN TO: PW ADMIN EXT: 2700 ID#: 3834
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT/Div: PUBLIC WORKS/Capital Engineering Division
2. ORIGINATING STAFF PERSON: Naveen Chandra EXT:.2729__------- _ 3. DATE REQ.B)
3. TYPE OF DOCUMENT(CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL
0 OTHER Right-of-Entry
4. PROJECT NAME: City Center Access Project
5. NAME OF CONTRACTOR: Federal Way Campus
ADDRESS: TELEPHONE:
E-MAIL: FAX:
SIGNATURE NAME:TB TITLE:TBD
6. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER
REFERENCED EXHIBITS ❑PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
CFW LICENSE# BL,EXP.12/31/ UBI# .EXP.
7. TERM: COMMENCEMENT DATE: Upon Execution COMPLETION DATE: 8/31/2021
8. TOTAL COMPENSATION:$0.0 (INCLUDE EXPENSES AND SALES TAX,IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: O YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED: 13 YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY
RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT)OR ❑RETAINAGE BOND PROVIDED
❑ PURCHASING: PLEASE CHARGE TO:
9. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
S PROJECT MANAGER NC111-20-20
S DIVISION MANAGER SLH 11/24/2020
A DEPUTY DIRECTOR DSW 11/12/2020
8 DIRECTOR EJW 11/24/2020
❑ RISK MANAGEMENT (IF APPLICABLE)
8 LAW DEPT ER 11/20/2020
10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE:
11. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS DEEDED.)
INITIAL/DATE SIGNED \\
❑ FINANCE DEPARTMENT
❑ LAW DEPT
❑ SIGNATORY(MAYOR OR DIRECTOR) „ 1 ,�1
❑ CITY CLERK L
❑ ASSIGNED AG# AG# []
❑ SIGNED COPY RETURNED DATE SENT:
COMMENTS:
EXECUTE" "ORIGINALS
112020
TEMPORARY RIGHT OF ENTRY AGREEMENT
This Temporary Right of Entry Agreement ("Agreement") is entered into between
Federal Way Campus, LLC, a Delaware limited liability company ("FWC"), and the City of
Federal Way ("City"), effective as the Effective Date. The "Effective Date" means the date that
both parties have signed this Agreement.
Recitals
A. FWC owns Lot 1 and Lot 2 of City of Federal Way Boundary Line Adjustment
No. 18-100123-SU, recorded at King County Recording Number 20181004900005, known as
King County Assessor Numbers 797820-0520 and 162104-9036, respectively (collectively,
"Lake Parcel").
B. FWC owns Lot 2 of City of Federal Way Boundary Line Adjustment No.
17-100455-SU, recorded at King County Recording Number 20171108900002, known as King
County Assessor Number 162104-9056 ("Pipeline Parcel"). The Olympic Pipeline crosses a
portion of the Pipeline Parcel.
C. The City desires temporary access to portions of the FWC Property to perform
testing and investigations in connection with a planned road extension, and FWC has agreed to
grant to the City such access, in accordance with the terms set forth herein.
Agreements
In consideration of the mutual covenants and obligations set forth herein, the parties
agree as follows:
1. Grant of Access
(a) FWC hereby grants to the City a nonexclusive right of access and nonexclusive
right to use the portion of the Lake Parcel depicted in the map entitled "Additional Survey
Request for Lake Access" attached hereto as Exhibit A ("Lake Right of Entry Area"), for the
purpose of conducting surveys, soils testing, wetland and buffer delineation, surface and ground
water monitoring and historic and cultural review.
(b) FWC hereby grants to the City a nonexclusive right of access and nonexclusive
right to use a portion of the northwest corner of the Pipeline Parcel adjacent to the Olympic
Pipeline ("Pipeline Right of Entry Area") for the purpose of potholing to determine the depth of
and verifying the location of the Olympic Pipeline. The Pipeline Right of Entry Area is located
generally in the area depicted as "Pothole Request# 3" in the map entitled "BP Pothole Request"
attached hereto as Exhibit B.
Temporary Right of Entry Agreement 1 rev 11/11/20
The Lake Right of Entry Area and the Pipeline Right of Entry Area are sometimes collectively
referred to herein as the "Right of Entry Area."
2. Restrictions. City, its employees, consultants, contractors, and engineers (the "Users")
shall not enter any portions of the FWC Property outside the boundaries of the Right of Entry
Area. The Users shall enter and exit the Pipeline Right of Entry Area from the north and within
the approximate vicinity of the existing BP pipeline easement as shown in Exhibit `B", and the
Users shall enter and exit the Lake Right of Entry Area only via Weyerhaeuser Way. The Right
of Entry Area may be entered and used only by the Users for the purposes described above. The
City shall give FWC at least 48 hours'prior email and telephonic notice before entering the Right
of Entry Area. Such notice shall be given to FWC c/o Dana Ostenson , email address
dostensornc-)industrialrealtygroup.cam , telephone number _310.722.8972 FWC shall have the
right to have representatives of FWC present at the activities conducted by the City in the Right
of Entry Area. The City shall remove all of its vehicles, equipment and supplies from the Right
of Entry Area when the City is not using the Right of Entry Area, except for necessary flagging
associated with critical areas delineation and any necessary monitoring equipment.
3. Term. The term of this Agreement shall expire on August 31,2021 ("Termination Date").
4. Restoration. Upon completion of its use of the Right of Entry Area, the City shall, to the
extent reasonably practicable, restore the Right of Entry Area to the condition in which it existed
prior to the City's use of the Right of Entry Area. The City shall complete the restoration work
promptly upon completion of its use of the Right of Entry Area.
5. Reports. The City shall provide to FWC, at no cost to FWC, copies of all written studies,
test results, reports and other documents prepared by or for City with respect to the
environmental, physical, or other condition of the Right of Entry Area.
6. Hazardous Substances
(a) The City shall not store, generate, dispose of, or otherwise allow or cause the
release or migration of any Hazardous Substances in, on, to, from or under the Right of Entry
Area. The City represents and warrants to FWC that the City's intended exercise of the rights
hereunder does not and will not involve the use, production, disposal or bringing onto the Right
of Entry Area of any Hazardous Substances. As used herein, the term "Hazardous Substance"
includes any substance, waste or material defined or designated as hazardous,toxic, or dangerous
(or any similar term) by any federal, state, or local statute, regulation, rule, or ordinance now or
hereafter in effect, including, but not limited to, the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq, or the Washington Model Toxics
Control Act, RCW 70.105D.010 et seq.
(b) The City shall promptly comply with all statutes, regulations and ordinances, and
with all orders, decrees or judgments of governmental authorities or courts having jurisdiction,
relating to the use, collection, treatment, disposal, storage, control, removal or cleanup of
Temporary Right of Entry Agreement 2 rev 11/11/20
Hazardous Substances in, on or under the Right of Entry Area or any adjacent property to the
extent the City is responsible for the use, collection, treatment, disposal, storage, control,
removal or clean-up of such Hazardous Substances, at the City's expense.
(c) After notice to the City and a reasonable opportunity for the City to effect
compliance with this Section 6, FWC may, but shall not be obligated to take such actions and
incur such costs and expenses to effect such compliance as it deems advisable to protect its
interest in the FWC Property; provided, however, that FWC shall not be obligated to give the
City notice and an opportunity to effect such compliance if(i) such delay might result in material
adverse damage to FWC or the FWC's Property or FWC's tenants, (ii) the City has already had
actual knowledge of the situation and a reasonable opportunity to effect such compliance, or(iii)
an emergency exists.
(d) Whether or not the City has actual knowledge of the release or migration of
Hazardous Substances in, to or from the Right of Entry Area or any adjacent property as the
result of the City's use of the Right of Entry Area, the City shall reimburse FWC for all costs and
expenses incurred by FWC in connection with any compliance activities; provided, however, the
City's reimbursement obligations hereunder shall be limited to costs and expenses that are
directly attributable to the City's activities in, on, under, above, or adjacent to the Right of Entry
Area. Any such reimbursement shall be limited to FWC's actual and documented out of pocket
costs in connection with such compliance activities.
(e) The City shall notify FWC immediately of any release or migration of any
Hazardous Substance in, on, to, under or from the Right of Entry Area. The City shall
indemnify, defend and hold harmless FWC against any and all losses, liabilities, suits,
obligations, fine, damages, judgments, penalties, claims, charges, cleanup costs, remedial
actions, costs and expenses (including, without limitation, consultant fees, attorneys' fees and
disbursements) which may be imposed on, incurred or paid by, or asserted against FWC or the
FWC Property by reason of, or in connection with (i) any misrepresentation, breach of warranty
or other default by the City under this Agreement, (ii) the acts or omissions by the City under
this Agreement, or (iii) the acts or omissions of the City, its employees, consultants, contractors
and engineers, resulting in the release or migration of any Hazardous Substance. This indemnity
and the City's other duties under this Section 6 shall survive the termination of this Agreement.
7. Indemnification. The City agrees to indemnify, defend, and hold FWC and its employees
and tenants harmless from any and all claims, demands, losses, actions, and liabilities (including
costs and attorney fees)to or by any and all persons or entities, including without limitation,their
respective agents, licensees, or representatives, arising from, resulting from, or connected with
this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City,
its employees, or agents.
8. Compliance with Laws. The City shall at all times exercise its rights herein in accordance
with the requirements (as from time to time amended) of any public authority having jurisdiction
and all applicable statutes,orders, rules, and regulations.
Temporary Right of Entry Agreement 3 rev l 1/11/20
9. FWC's Use cfl'Right of Fim-v iVea. During the term of this Agreement, FWC may use
the Right of Entry Area for any purposes not inconsistent with the rights herein granted.
10. Remedies for Breacl7. If any violation of the Agreement occurs, then either party may
institute and prosecute any proceeding at law or in equity to abate, prevent or enjoin any such
violation or to compel specific performance of the obligations hereunder. Should any legal
action or proceeding be commenced by either party in order to enforce or interpret this
Agreement or any provision hereof, or in connection with any dispute, breach or default related
hereto, each party shall be responsible for its own legal fees and costs.
11. Governing Law. This Agreement shall be governed by, construed, and enforced in
accordance with the laws of the State of Washington.
12. Entire Agreement. This Agreement constitutes the entire agreement between the parties
and any prior understanding or representation of any kind preceding the date of this Agreement
shall not be binding on either party except to the extent incorporated in this Agreement.
13. Modification of Agreement. Any modification of this Agreement or additional obligation
assumed by either party in connection with this Agreement shall be binding only if evidenced in
writing signed by each party or an authorized representative of each party.
14. Recording. This Agreement shall not be recorded.
15. Time. Time is of the essence of this Agreement.
[INTENTIONAL PAGE BREAK]
Temporary Right of Entry Agreement 4 rev 11/11/20
16. Counterparts, Electronic Signature. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same Agreement. Delivery
of an electronic signature of a signed version of this Agreement via email or facsimile shall have
the same effect as delivery of an original.
EXECUTED as of the Effective Date.
FWC: CITY:
FEDERAL WAY CAMPUS, LLC, a CITY OF FEDERAL WAY
Delaware limited liability company
By: Ida ka, Os-rewsou, By:
Print name: Dana Ostenson Print nadie:
Title: Authorized Signatory Title: 70`o\i- %- o Vt, �7•«�t�
Date signed: 12/16/2020 Date signed: 1�1z`1'�a
Temporary Right of Entry Agreement 5 rev 11/11/20
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EXHIBIT B
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BP Pothole Request
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Olympic Pipeline -►Y — -
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(green line) S 324th St
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