HomeMy WebLinkAboutL_Sidewalk_and_Slope_Easement_Agreement_Draft_211214_v1
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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Stoel Rives LLP
600 University Street, Suite 3600
Seattle, Washington 98101
Attn: Adam Coady
SIDEWALK AND SLOPE EASEMENT AGREEMENT
(Kennydale Gateway, Renton, WA)
Grantor:
KENNYDALE GATEWAY LLC,,
a Washington limited liability company
Grantee:
CITY OF RENTON,
a Washington municipal corporation
Abbreviated Legal
Description:
Ptn Govt Lt 1, Sec 32, Twn 24N, Rge 5E &
Ptn Govt Lt 5, Sec 29, Twn 24N, Rge 5E,
King County, Washington.
Complete legal description on Exhibit A.
Assessor’s Tax Parcel ID #:
322405-9049
Reference Nos.: N/A
112228468.2 0069453-00017
SIDEWALK AND SLOPE EASEMENT AGREEMENT
This Sidewalk and Slope Easement Agreement (this “Agreement”) is made this _____ day of
_______________, 2021, between KENNYDALE GATEWAY LLC, a Washington limited liability
company (“Grantor”), and the CITY OF RENTON, a Washington municipal corporation (“Grantee”).
Grantor and Grantee are sometimes referred to collectively herein as the “Parties” or individually as a
“Party.”
RECITALS
A. Grantor is the owner of that certain real property located in King County, Washington
and legally described in Exhibit A attached hereto (the “Property”).
B. In connection with Grantor’s future development of the Property, Grantor desires to
grant to Grantee (i) a sidewalk easement on the western portion of the Property fronting N. 44th Street
for Grantee to construct and maintain a sidewalk and related improvements for the purpose of a pathway
available for public use as permitted by this Agreement, including, without limitation, Section 9 below,
(collectively, the “Sidewalk Improvements”), (ii) a slope easement for Grantee to construct and
maintain a retaining slope to support the Sidewalk Improvements (the “Slope”), and (iii) a temporary
construction easement to assist with construction of the Sidewalk Improvements and the Slope. Grantee
shall cause the Sidewalk Improvements and Slope to be constructed in the manner and time periods
described in this Agreement.
C. Accordingly, Grantor and Grantee desire to execute this Agreement to establish such
easements.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Recitals. The recitals above are incorporated as if set forth below.
2. Grant of Easements.
2.1 Sidewalk Easement. Grantor hereby grants to Grantee a permanent, non-exclusive
easement (“Sidewalk Easement”) over a portion of the Property as depicted in Exhibit B [and legally
described in Exhibit C] (“Sidewalk Easement Area”), for purposes of constructing, repairing,
replacing, and maintaining the Sidewalk Improvements and for no other purpose.
2.2 Slope Easement. Grantor hereby grants to Grantee a permanent, non-exclusive
easement (“Slope Easement”) over a fifteen (15) foot portion of the Property as depicted in Exhibit B
(“Slope Easement Area”), for purposes of constructing, repairing, replacing, and maintaining the Slope
and for no other purpose.
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2.3 Temporary Construction Easement. Grantor hereby grants to Grantee a temporary,
non-exclusive, construction easement (“TCE”; collectively with the Sidewalk Easement and Slope
Easement, the “Easements”) over an approximately twenty (20) foot portion of the Property as depicted
in Exhibit B (“TCE Area”; collectively with the Sidewalk Easement Area and the Slope Easement Area,
the “Easement Area”), for the installation and construction of the Sidewalk Improvements and the
Slope, and for no other purpose. The TCE shall automatically terminate upon completion of the initial
construction of the Sidewalk Improvements and the Slope but no later than [October 1, 2024.]
2.4 Notwithstanding anything to the contrary, none of the Easements granted herein
shall transfer any of Grantor’s development rights with respect to the Property, which rights shall be
retained by Grantor.
3. Construction & Plans. At least 180 days prior to construction, Grantee shall provide
Grantor detailed plans and specifications for the Sidewalk Improvements and the Slope (the “Plans”)
for Grantor’s approval, not to be unreasonably withheld, conditioned, or delayed. Without limiting the
foregoing, the Plans shall incorporate all reasonable comments and revisions of Grantor, including,
without limitation, design specifications to accommodate the construction of a future roundabout and
other frontage improvements on N 44th Street. Grantee shall be solely responsible for obtaining all
necessary permits and approvals for the Sidewalk Improvements and Slope from all applicable
governmental agencies prior to construction. Prior to any construction, Grantee shall provide Grantor
with at least sixty (60) days’ advance notice and such notice will include a reasonably detailed
construction schedule that includes the scope and timing of the construction. All work shall be
completed by, or caused to be completed by, Grantee in accordance with the approved Plans, and be
promptly completed in a good and workmanlike manner, lien-free, and in compliance with all applicable
laws, ordinances, regulations, codes and permits. Upon completion of any work by Grantee on the
Property, the Property shall be repaired, cleaned and restored to its pre-work condition. Grantee shall
not materially disturb or damage any utilities or any other improvements located on the Property.
Notwithstanding anything to the contrary herein, Grantee shall complete construction of the Sidewalk
Improvements and the Slope (i) no later than October 1, 2024 (or as extended by mutual agreement),
and (ii), at Grantee’s sole cost and expense. Grantee shall be solely responsible to maintain and repair
the Sidewalk Improvements and Slope.
4. Use of Easement. Grantee, in exercising its rights granted herein, shall not materially
interfere with Grantor’s use and enjoyment of the Property. Grantor shall retain the right to use the
Property so long as such use does not interfere with the rights granted to the Grantee in this Agreement.
Grantor shall not, however, have the right to: (a) erect or maintain any improvements within the
Sidewalk Easement Area and the Slope Easement Area that materially interfere with the rights granted
to the Grantee in this Agreement, or (b) develop, landscape, or beautify the Easement Area in a manner
which unreasonably increases the costs to the Grantee of restoring the Easement Area after Grantee
exercises its rights herein.
5. Indemnification. To the maximum extent permitted by law, Grantee, on behalf of itself
and its successors and assigns, hereby agrees to defend, indemnify and hold Grantor and its employees,
contractors, agents, tenants, successors, and assigns (each an “Indemnified Party”) harmless against
all claims, actions, liabilities, damages, costs and expenses, including reasonable attorneys’ fees, arising
from or caused by (i) any and all damage to the property or injury to or death of any person in the
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Easement Area, (ii) any negligence or willful misconduct of Grantee or Grantee’s officers, contractors,
licensees, agents, servants, employees, guests, invitees or visitors (each a “Grantee Party”) on the
Property, (iii) the use of the Easements by Grantee or any Grantee Party, or (iv) arising from any breach
of this Agreement by Grantee, except for the gross negligence or willful misconduct of an Indemnified
Party. The indemnification obligations contained in this Section shall not be limited by any worker’s
compensation, benefit or disability laws, and Grantee hereby waives (solely for the benefit of the
Grantor) any immunity the Grantee may have under the Industrial Insurance Act, Title 51 RCW and
similar worker’s compensation, benefit or disability laws but only for the purposes of the indemnities
set forth in this Section.
6. Insurance. Grantee’s compliance with the terms of this Section 6 are a condition
precedent to the terms of this Agreement and grant of the Easement. Grantee shall throughout the term
of the Easement, maintain commercial general liability insurance covering its activities in or about the
Property on an occurrence basis and naming Grantor and its property manager, if any, as additional
insureds, in amounts not less than $5,000,000.00 (which shall comprise not less than $1,000,000.00 of
base coverage with the balance provided through an umbrella policy), and with automobile liability of
not less than $1,000,000.00 combined single limit and workers’ compensation coverage. Commercial
general liability insurance shall contain coverage for all premises and operations, personal injury,
independent contractors, broad form property damage and contractual liability, including Grantee’s
indemnification obligations set forth in this Agreement. Such insurance shall be maintained with an
insurer licensed in the State of Washington, with a current AM Best’s Rating of at least “A-VIII,” or an
equivalent industry rating, and shall contain coverage for all premises and operations, broad form
property damage and contractual liability (including, to the extent available, that specifically assumed
herein). Any policy which provides the insurance required under this Section 6 shall: (a) be endorsed
to name Grantor as an additional insured with respect to any liability arising out of the policyholder’s
access over and use of the easements, (b) be endorsed to be primary to any insurance maintained by
Grantor as to their own property, (c) contain a severability of interest provision in favor of the insureds,
and (d) contain a waiver of any rights of subrogation against Grantor. Certificates of insurance
evidencing the policies providing the coverage required in this Section 6 shall be provided to Grantor
prior to Grantee or any party acting on Grantee’s behalf entering upon the Easement Area or the Property
for purposes of any work relating to the Easement, and thereafter within five (5) days of request by
Grantor. Nothing herein shall be construed as limiting, waiving, or releasing either Party’s obligation to
maintain insurance coverage required under any other agreement now existing or hereafter entered into
between the Parties.
7. Notices. Any notice required or permitted to be delivered in connection with this
Agreement shall be deemed to be received: (a) if given by certified mail, three (3) business days after
when deposited in the mail, postage prepaid, return receipt requested; (b) if given by hand delivery, when
such notice is received by the Party to whom it is addressed; or (c) if given by an overnight courier service,
the day after when deposited with such courier. Any Party shall have the right to change its address by
giving five (5) days’ prior written notice to the other Party.
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Grantor: Kennydale Gateway LLC
505 5th Avenue South, Suite 900
Seattle, Washington 98104
Attn: Ada M. Healey
with a copy to: Stoel Rives LLP
600 University Street, Suite 3600
Seattle, Washington 98101
Attn: Joseph E. Delaney
Grantee: City of Renton
_____________________
_____________________
with a copy to: _____________________
_____________________
_____________________
8. Attorneys’ Fees. In the event it becomes necessary for any party to defend or institute
legal proceedings as a result of the failure of either party to comply with the terms, covenants,
agreements and/or conditions of this Agreement, the substantially prevailing party in such proceedings
shall be reimbursed by the substantially non-prevailing party for all costs incurred or expended in
connection therewith, including, but not limited to, reasonable attorneys’ fees (including appellate fees)
and court costs.
9. Not a Public Dedication. Nothing herein contained shall be deemed to be a gift or
dedication of any portion of the Property to the general public or for any public purposes whatsoever, it
being the intention of the parties that this Agreement shall be strictly limited to and for the purposes
herein expressed. The right of the public or any person to make any use whatsoever of the easements
hereby created, or any portion thereof (other than any use expressly allowed by a written or recorded
map, agreement, deed, or dedication) is by permission, and subject to the control of the Grantor and its
successors in interest.
10. Other Easements. The Easements are subject to all prior easements and encumbrances
of record. Grantor reserves the right to grant other easement rights in and to the Easement Area;
provided that such easement rights shall not substantially interfere with the easement rights granted
herein.
11. Binding Effect. Except as otherwise provided herein, the covenants and agreements
contained in this Agreement shall run with the Property and shall be binding upon and inure to the
burden and benefit of the Grantor and the Grantee, and their respective successors in interest.
12. Unenforceability. If any provision of this Agreement is held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the remainder
of such provision or any other provisions hereof.
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13. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Washington.
14. Final and Complete Expression; Amendment. This Agreement constitutes the final and
complete expression of the parties with respect to the transactions contemplated herein. This Agreement
may not be modified, amended, altered, superseded or terminated except by an agreement in writing
signed by the Grantor and the Grantee, or their successors in interest.
15. Successors and Assigns. All rights, duties, obligations, and liabilities of Grantee and
Grantor as provided for herein shall inure to all “successors and assigns in title or interest” and shall
include, but not be limited to, contract purchasers, optionees, trustees, lessees, mortgagees, beneficiaries
of deeds of trust, secured parties under security agreements, and any purchaser upon the foreclosure of
any such security interest or in lieu thereof. Grantee shall have the right to assign this Agreement to
another government entity with notice to but without the consent of Grantor. Grantee shall not otherwise
assign this Agreement without the prior written consent of Grantor, not to be unreasonably withheld,
conditioned, or delayed.
16. Counterparts. This Agreement may be executed and delivered in more than one
counterpart, each of which shall be deemed an original, and all of which together shall constitute one
and the same instrument.
17. Waiver. No waiver by any party of any breach hereunder shall be deemed a waiver of
any other or subsequent breach. Additionally, no delay or omission on the part of a party hereto in
exercising any rights, power, or remedy provided in this Agreement shall be construed as a waiver of or
acquiescence in any breach of the terms and conditions set forth herein.
[Signatures and acknowledgments on following page.]
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IN WITNESS WHEREOF, this Agreement is executed by the parties hereto, intending to be
legally bound, effective as of the date first written above.
GRANTOR: KENNYDALE GATEWAY LLC,
a Washington limited liability company
By: City Investors LLC,
its Manager
By:
Name: Ada M. Healey
Title: Vice President
STATE OF WASHINGTON )
) ss
COUNTY OF ____________ )
I certify that I know or have satisfactory evidence that Ada M. Healey is the person who
appeared before me, and said person acknowledged that she signed this instrument, on oath stated that
she was authorized to execute the instrument and acknowledged it as the Vice President of City Investors
LLC, the Manager of Kennydale Gateway LLC, a Washington limited liability company, to be the
free and voluntary act of such limited liability company for the uses and purposes mentioned in the
instrument.
GIVEN under my hand and official seal this __ day of __________, 2021.
Print Name:
NOTARY PUBLIC in and for the State of
___________ residing in
My appointment expires
SIGNATURE AND NOTARY PAGE TO SIDEWALK
AND SLOPE EASEMENT AGREEMENT - CONTINUES
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GRANTEE: CITY OF RENTON
a Washington municipal corporation
By:
Name:
Title:
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that ________________ is the person who
appeared before me, and said person acknowledged that they signed this instrument, on oath stated that
they were authorized to execute the instrument and acknowledged it as the ___________ of the City of
Renton, a Washington municipal corporation, to be the free and voluntary act of such corporation for
the uses and purposes mentioned in the instrument.
GIVEN under my hand and official seal this __ day of __________, 2021.
Print Name:
NOTARY PUBLIC in and for the State of
Washington residing in
My appointment expires
SIGNATURE AND NOTARY PAGE TO SIDEWALK
AND SLOPE EASEMENT AGREEMENT
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EXHIBIT A
Legal Description of the Property
ALL THAT CERTAIN REAL PROPERTY IN THE COUNTY OF KING, STATE OF
WASHINGTON, DESCRIBED AS FOLLOWS:
PARCEL A:
THAT PORTION OF GOVERNMENT LOT 1 IN SECTION 32, TOWNSHIP 24 NORTH, RANGE 5
EAST W.M., IN KING COUNTY, WASHINGTON, AND OF VACATED NORTHEAST 44TH
STREET (SOUTHEAST 80TH STREET) AS VACATED UNDER RECORDING NO. 7602260427,
IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID GOVERNMENT LOT 1;
THENCE NORTH 88°47’36” WEST, ALONG THE NORTH LINE THEREOF, 797.2 FEET, MORE
OR LESS, TO HIGHWAY ENGINEERS STATION 4+65.6 AS DESCRIBED UNDER RECORDING
NOS. 4210056 AND 7811221071;
THENCE SOUTH 01°12’24” WEST 30.00 FEET TO THE BEGINNING OF A CURVE ON THE
SOUTHERLY MARGIN OF SAID VACATED S.E. 80TH STREET, THE CENTER OF WHICH
BEARS SOUTH 01°12’24” WEST 256.50 FEET;
THENCE WESTERLY AND SOUTHWESTERLY, ALONG THE ARC OF SAID CURVE, A
DISTANCE OF 204 FEET, MORE OR LESS, TO THE X-LINE RIGHT-OF-WAY LINE AS
DESCRIBED UNDER RECORDING NO. 7811221071 AND THE TRUE POINT OF BEGINNING;
THENCE NORTHEASTERLY, ALONG THE ARC OF SAID CURVE TO THE RIGHT THE
CENTER OF WHICH BEARS SOUTH 59°02’16” EAST 1,115.92 FEET, TO THE NORTH LINE OF
SAID GOVERNMENT LOT 1;
THENCE SOUTH 88°47’36” EAST, ALONG SAID NORTH LINE, TO THE WESTERLY LINE OF
SECONDARY STATE HIGHWAY NO. 2-A AS CONVEYED UNDER RECORDING NO. 4664242;
THENCE SOUTHERLY, ALONG SAID WESTERLY LINE, TO THE SOUTHWESTERLY LINE
OF A TRACT OF LAND CONVEYED TO PAN-ABODE, INC., BY DEED RECORDED UNDER
RECORDING NO. 4856255;
THENCE NORTH 62°59’05” WEST, ALONG SAID SOUTHWESTERLY LINE, TO THE
SOUTHEASTERLY LINE OF LAKE WASHINGTON BOULEVARD AS DESCRIBED UNDER
RECORDING NO. 4210056;
THENCE NORTHEASTERLY, ALONG SAID SOUTHEASTERLY LINE AND THE
SOUTHEASTERLY LINE OF A TRACT OF LAND CONVEYED TO THE STATE OF
WASHINGTON BY DEED RECORDED UNDER RECORDING NO. 4210056 TO THE TRUE
POINT OF BEGINNING;
EXCEPT THAT PORTION CONVEYED TO THE CITY OF RENTON BY DEED OF DEDICATION
RECORDED UNDER KING COUNTY RECORDING NO. 20110415000140.
SITUATE IN THE CITY OF RENTON, COUNTY OF KING, STATE OF WASHINGTON.
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PARCEL B:
THAT PORTION OF GOVERNMENT LOT 5 IN SECTION 29, TOWNSHIP 24 NORTH, RANGE 5
EAST W.M., IN KING COUNTY, WASHINGTON, AND OF VACATED 44TH STREET
NORTHEAST (SOUTHEAST 80TH STREET) AS VACATED UNDER RECORDING NO.
7602260427, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF SAID GOVERNMENT LOT 5;
THENCE NORTH 01°12’24” EAST 30.00 FEET;
THENCE NORTH 88°47’36” WEST 563.68 FEET TO THE EASTERLY LINE OF A TRACT AS
DESCRIBED UNDER RECORDING NO. 7811221071 AND THE TRUE POINT OF BEGINNING
OF THE TRACT HEREIN DESCRIBED;
THENCE SOUTH 30°21’54” EAST 35.21 FEET TO THE SOUTH LINE OF SAID GOVERNMENT
LOT 5;
THENCE NORTH 88°47’36” WEST, ALONG SAID SOUTH LINE 342.24 FEET TO A POINT ON
THE ARC OF A CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS SOUTH 44°14’51”
EAST 1,115.92 FEET, SAID POINT BEING ON THE WESTERLY LINE OF SAID TRACT
DESCRIBED UNDER RECORDING NO. 7811221071;
THENCE NORTHEASTERLY, ALONG SAID ARC, 201.65 FEET TO THE R-A LINE OF SAID
TRACT DESCRIBED UNDER RECORDING NO. 7811221071;
THENCE SOUTH 32°59’47” EAST, ALONG SAID LINE, 11.60 FEET;
THENCE SOUTHEASTERLY, ALONG SAID LINE ON THE ARC OF A CURVE TO THE LEFT
HAVING A RADIUS OF 180.00 FEET, A DISTANCE OF 68.23 FEET TO A POINT OF REVERSE
CURVE;
THENCE SOUTHEASTERLY, ALONG SAID LINE ON THE ARC OF A CURVE TO THE RIGHT
HAVING A RADIUS OF 120.00 FEET, A DISTANCE OF 58.06 FEET TO A POINT ON THE
NORTHERLY LINE OF SAID VACATED S.E. 80TH STREET WHICH IS NORTH 88°47’36”
WEST OF THE TRUE POINT OF BEGINNING;
THENCE SOUTH 88°47’36” EAST 77.13 FEET TO THE TRUE POINT OF BEGINNING.
SITUATE IN THE CITY OF RENTON, COUNTY OF KING, STATE OF WASHINGTON.
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EXHIBIT B
Depiction of Easement Area
Insert more detailed depiction of sidewalk area with roundabout, slope area, and temporary
consruction easement area
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EXHIBIT C
Legal Description of Easement Area