AG 21-140 - FEDERAL WAY CAMPUSRETURN TO: PW ADMIN EXT: 2700 ID #: 3976
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. BY:
3. TYPE OF DOCUMENT (CHECK ONE):
p 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
o REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
* OTHER_ -Right -of -Ent
4. PROJECT NAMIE:-CitY Center Access Pro'ect
15.
SIGNATURE NAME: Dana Ostenson
EXHIBITS AND ATTACHMENT
REFERENCED EXHIBITS
CFW LICENSE #.
FAX:
TITLE: Executive Vice Preside
S: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER
❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
BL, EXP. 12/31/ UBI #_ , EXP.- / /
7. TERM: COMMENCEMENT DATE: Upon Execution
COMPLETION DATE: 2/28/2022
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: ❑ YES d NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED: ❑ YES ❑ NO IF YES, S PAID BY: ❑ CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
❑ PURCHASING: PLEASE CHARGE TO:
9. DOCUMENT / CONTRACT REVIEW
8 PROJECT MANAGER
6 DIVISION MANAGER
d DEPUTY DIRECTOR
8 DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
11 LAW DEPT
10. COUNCIL APPROVAL (IF APPLICABLE)
11. CONTRACT SIGNATURE ROUTING
INITIAL / DATE REVi[WED
NC//9-21-21
SLH 9/23/2021
DSW 9122/21
EJW 10/12/2021
KVA 9/23/2021; 10/5/2021
SCHEDULED COMMITTEE DATE:
SCHEDULED COUNCIL DATE:
INITIAL / DATE APPROVED
COMMITTEE APPROVAL DATE:
COUNCIL APPROVAL DATE:
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 10/13/21 DATE REC' D: 10/14/21
❑ 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 NEEDED.)
INITIAL / DATE SIGNED
❑ FINANCE DEPARTMENT
• LAW DEPT
SIGNATORY (MAYOR OR DIRECTOR)] ,pL
CITY CLERK Na
ASSIGNEDAG # AG# —i
❑ SIGNED COPY RETURNED DATE SENT: -
COMMENTS:
ML!fdiii•r�=
This is very similar to previously executed ROE agreement AG 20-966
Electronic signatures approved by Melissa Plemmons on 10/14/21. SG
1/2020
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 of 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:
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 designated for Archaeological Survey (purple shading)
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 including shovel probes.
(b) FWC hereby grants to the City a nonexclusive right of access and nonexclusive
right to use a portion of the Pipeline Parcel designated for Archaeological Survey (purple
shading) attached hereto as Exhibit B ('Pipeline Right of Entry Area") for the purpose of
performing historic and cultural review including shovel probes.
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."
Temporary Right of Entry Agreement 1 rev 11/11/20
2. Restrictions. The 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 only via Interstate 5
or Weyerhaeuser Way, 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
Dstenson, email address dostenson@industrialrealtygroug.com, 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.
3. Term. The term of this Agreement shall expire on February 28, 2022 ("Termination
Date").
4. Restoration. Upon completion of its use of the Right of Entry Area, the City shall 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.
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
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.
Temporary Right of Entry Agreement 2 rev 11/11/20
(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 and Release. The City hereby agrees to assume all risk of injury,
damage or loss, and to defend, indemnify and save harmless FWC and its employees and tenants
against any and all loss, damage, liability, claims, damages or costs resulting from injury or harm
to persons or property arising out of or in any way connected with the City's and Users' activities
on the FWC Property during the use of the Right of Entry Area under this Agreement, excepting
only such injury or harm as may have been caused by the fault or negligence of FWC. The
City's use of the Right of Entry Area shall be lien -free, and the City hereby agrees to indemnify,
defend and hold FWC harmless from and against any liens or claims for payment asserted by the
Users. The City and all Users, for themselves, their successors, assigns, heirs and estates, hereby
release FWC from all claims, costs, damages, injury, liability or expenses associated in any way,
directly or indirectly, with the Users' access to the Right of Entry Area and the conduct of their
activities thereon, and the existence of any condition, seen or unforeseen, on the Right of Entry
Area.
Temporary Right of Entry Agreement 3 rev 11/11/20
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.
9. FWC's Use of Right of Entry Area. 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 Breach. 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, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs
incurred in connection with such action or proceeding, including costs of pursuing or defending
any legal action, including, without limitation, any appeal, discovery or negotiation and
preparation of settlement arrangements, in addition to such other relief as may be granted.
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.
Temporary Right of Entry Agreement 4 rev 11/11/20
[INTENTIONAL PAGE BREAK]
Temporary Right of Entry Agreement 5 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.
F WC:
FEDERAL WAY CAMPUS, LLC, a
Delaware limited liability company
By: 'P Ka, OsrcvsoK
Print name: Dana Ostenson
Title: Authorized Signatory
Date signed: 10/13/2021
CITY:
CITY OF FEDERAL WAY
By: -z,--
Print nam LET
Title: WoV,.-
Date signed: tV t1stW2
Temporary Right of Entry Agreement 6 rev 11/11/20
EXHIBIT A
DEPICTION OF LAKE RIGHT OF ENTRY AREA
City of FmkrW way"
City Center Access Project
—
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Area of Potential Effects (APE)
CITY OF FEDERAL WAY CRY CENTER Access PROJECT
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Temporary Right of Entry Agreement 7 rev 11/11/20
EXHIBIT B
DEPICTION OF PIPELINE RIGHT OF ENTRY AREA
City of Federal Way
My Ceftler Access Project
Area of PotwWal Effects (APE)
® Previous Cultural Studley
- Paroat Requlnnp Amridecturat Inventory
ML Arch"cloglml Survey
Area of ouocl Impact (ADII
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CRY OF FEDERAL WAY CRY CANTER ACCE S PROJECT
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Temporary Right of Entry Agreement 8 rev 11/11/20
9/22/21, 1:29 PM Corporations and Charities System
BUSINESS INFORMATION
Business Name:
FEDERAL WAY CAMPUS, LLC
UBI Number:
603 573 286
Business Type:
FOREIGN LIMITED LIABILITY COMPANY
Business Status:
ACTIVE
Principal Office Street Address:
11111 SANTA MONICA BLVD # 810, LOS ANGELES, CA, 90025-3333, UNITED STATES
Principal Office Mailing Address:
11111 SANTA MONICA BLVD # 810, LOS ANGELES, CA, 90025-3333, UNITED STATES
Expiration Date:
01/31/2022
Jurisdiction:
UNITED STATES, DELAWARE
Formation/ Registration Date:
01/07/2016
Period of Duration:
PERPETUAL
Inactive Date:
Nature of Business:
REAL ESTATE, COMMERCIAL REAL ESTATE
REGISTERED AGENT INFORMATION
Registered Agent Name:
CORPORATION SERVICE COMPANY
Street Address:
300 DESCHUTES WAY SW STE 208 MC-CSC1, TUMWATER, WA, 98501, UNITED STATES
Mailing Address:
300 DESCHUTES WAY SW STE 208 MC-CSC1, TUMWATER, WA, 98501, UNITED STATES
GOVERNORS
Title Governors Type
GOVERNOR INDIVIDUAL
Entity Name First Name Last Name
STUART LICHTER
https://cds.sos.wa.gov/#/BusinessSearch/Businessinformation ill
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Christine Tollefson
From: EJ Walsh
Sent: Thursday, October 14, 2021 11:55 AM
To: Naveen Chandra; Christine Tollefson
Subject: RE: City Center Access Project
Approved, Dana is known to us.
EJ Walsh, PE
Public Works Director
Federal Way
33325 8th Ave South
Federal Way, WA 98003
Office: (253) 835-2713
www.CityofFederalWay.com
From: Naveen Chandra
Sent: Thursday, October 14, 2021 11:36 AM
To: Christine Tollefson <Christine.Tollefson@cityoffederalway.com>; EJ Walsh <EJ.Walsh@cityoffederalway.com>
Subject: RE: City Center Access Project
Hi Christine:
Please see attached email where we did not require Dana to submit the signature authority to
sign the ROE document — approved by EJ.
EJ:
I would like to be same this time around not requiring the signature authority from Dana. Can
you please approve it? Thanks,
Naveen Chandra, P.E.
Senior Capital Engineer
Federal Way
Public Works Department -Capital Engineering Division
33325 8th Avenue S, Federal Way, WA 98003-6325
Naveen.Chandra@cityoffederalway.com
P: 253 835 2729 1 M: 253 797 6820 1 F: 253.835 2709
From: Christine Tollefson
Sent: Thursday, October 14, 2021 11:16 AM
To:'dostenson@indurialrealtygroup.com'
Cc: Naveen Chandra
Subject: City Center Access Project
Hey Dana,
1
We are working to process the Right of Entry Agreement and we need signature authority showing that you have
authority to sign on behalf of the company.
Thank you,
Christine Tollefson
Administrative Assistant 2
City of Federal Way
Public Works Department
33325 8th Avenue S
Federal Way, WA 98003-6325
Phone: 253-835-2706