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HomeMy WebLinkAboutL_Draft_Easement_20170421_v1 1720/004 03/16/17 - 1 - easement agr jmason\sandorffy\renton village\rva cinema WHEN RECORDED RETURN TO: J. Parker Mason Alston, Courtnage & Bassetti LLP 1420 Fifth Avenue, Suite 3650 Seattle, Washington 98101-4011 Document Title: EASEMENT AGREEMENT Grantor: TRITON TOWERS ACQUISITIONS PARTNERS LLC Grantee: RVA CINEMA LLC Abbreviated Legal Description: Portion of Lot 1, Renton LLA No. LUA-13- 001313-LLA, Recording No. 20131105900004 Full Legal Description: See Exhibits A, B, and C attached. Reference Nos. of Related Documents: N/A. RECITALS A. TRITON TOWERS ACQUISITIONS PARTNERS LLC, a Delaware limited liability company ("Grantor") is the owner of that certain real property described on Exhibit A hereto, which is made a part hereof by this reference ("Grantor's Property"). B. RVA CINEMA LLC, a Washington limited liability company ("Grantee") is the owner of that certain real property described on Exhibit B hereto, which is made a part hereof by this reference ("Grantee's Property"). C. Grantee is in the process of redeveloping Grantee's Property, and Grantee and Grantor have agreed to enter into this Easement Agreement for the benefit of Grantee and for the mutual benefit of their respective properties. D. In consideration of the mutual covenants set forth herein and in furtherance of complying with certain development conditions of the City of Renton relating to the redevelopment of Grantee's Property, the parties hereto grant and/or agree as follows: 1720/004 03/16/17 - 2 - easement agr jmason\sandorffy\renton village\rva cinema GRANTS AND AGREEMENTS 1. Permanent Easement. Grantor hereby grants and conveys to Grantee a nonexclusive, perpetual easement to run with and benefit Grantee's Property, and to burden the Grantor's Property, twenty (20) feet in width, across, under, along and upon that certain property legally described on Exhibit C-1 attached hereto and designated on Exhibit D attached hereto as the "Permanent Easement Area", being a part of Grantor’s Property, for the purposes of vehicular and pedestrian ingress and egress, and utilities and appurtenances , including the right to grade, construct, install, replace and maintain improvements thereon for this purpose (including drive aisles, curbs and sidewalks). 2. Temporary Construction Easement. Grantor further grants and conveys a nonexclusive, temporary construction easement to Grantee to run with and benefit Grantee's Property and to burden Grantor's Property, thirty (30) feet in width, for temporary access and staging during Grantee's construction and installation of the Improvements (as defined below) on the portion of the Grantor's Property legally described on Exhibit C-2 and designated on Exhibit D as the "Temporary Easement Area". This temporary easement shall terminate upon Grantee’s completion of construction of the Improvements. Grantee may use the Temporary Easement Area for construction access, temporary use and storage of tools, equipment and materials, and construction staging. Upon Grantee's completion of the Improvements, Grantee shall remove all personal property from the Temporary Easement Area and restore the condition of such property to the condition it was in prior to Grantee's use of the temporary construction easement. As used herein, the term "Easement Area" shall mean the Permanent Easement Area and the Temporary Easement Area. Upon t ermination of the temporary easement, the term "Easement Area" shall mean only the Permanent Easement Area. 3. Construction of Improvements. Grantee shall bear the cost of, and shall promptly pay all costs and expenses, and shall hold Grantor harmless therefrom, of design, permitting, installation and construction of those improvements described above and related improvements, located on both Grantee's Property and Grantor's Property, to the extent such improvements are required by the City of Renton for the development of Grantee's Property (the "Improvements"). Grantee shall construct and install the Improvements on Grantor's Property at the same time Grantee is constructing and installing the Improvements on Grantee's Property, in connection with the development of Grantee's Property. Grantee shall use the same materials and contractors in constructing and installing the Improvements on Grantor's Property as Grantee uses in constructing and installing the Improvements made on Grantee's Property, so as to create conformity in the function and appearance of the Improvements. 1720/004 03/16/17 - 3 - easement agr jmason\sandorffy\renton village\rva cinema 4. Maintenance of Improvements. Grantee shall maintain and make all necessary repairs to the Easement Area at Grantee’s expense, so as to keep the Improvements in good, safe condition and repair. This obligation includes, without limitation, Grantee's obligation to promptly restore damage to any Improvements on Grantor’s Property caused during the development of Grantee's Property. The minimum standard of maintenance for the Improvements shall be comparable to the standard of maintenance followed in other first class developments in Renton, Washington. All Improvements shall be repaired or replaced so as to maintain the architectural and aesthetic harmony of the Grantor's Property and Grantee's Property as a whole. Without limiting the generality of the foregoing, the maintenance shall include the following: (a) Maintaining and repairing the paved surfaces in a level, smooth and evenly covered condition with the type of surfacing material and striping originally installed or such substitute therefor as shall in all respects be equal in quality, use and durability; (b) Removing all papers, debris and refuse, and washing or sweeping the Easement Area to the extent reasonably necessary to keep the area in a neat, clean and orderly condition; (c) Placing, keeping in repair and replacing any necessary appropriate directional signs, markers and lines; (d) Cleaning, maintaining and repairing all drive aisles and sidewalks; and (e) Maintaining all landscaped areas, repairing automatic sprinkler systems or water lines and replacing shrubs and other landscaping as necessary. Notwithstanding the foregoing, if any of the utility Improvements within the Easement Area are accepted by a municipal or private utility, then the maintenance or repair of such Improvements shall then and thereafter be borne by the respective utility with respect to the Improvements accepted. 5. Compliance with Laws and Rules. Grantee shall at all times exercise its rights hereunder in accordance with all applicable statutes, orders, rules and regulations of any public authority having jurisdiction from time to time in effect, and in compliance with the plans and specifications for such improvements as approved by the City of Renton. 6. Coordination of Activities. The dates of Grantee's activities on Grantor's Property shall be coordinated with Grantor and Grantee shall provide 1720/004 03/16/17 - 4 - easement agr jmason\sandorffy\renton village\rva cinema Grantor with at least five (5) days' prior written notice of Grantee's intent to enter upon Grantor's Property to commence any construction activity; provided, however, that in the event of an emergency requiring immediate action by either party for the protection of its facilities or other persons or property, action shall be allowed upon such notice to the other as is reasonable under the circumstances. 7. Work Standards. All work to be performed by Grantee on Grantor's Property shall be completed in a careful and workmanlike manner, free of claims or liens. Upon completion of such work, and any maintenance thereafter, Grantee shall remove all debris, and shall replace any corner property monuments, survey references, or hubs that were disturbed or destroyed during construction. 8. Grantee's Use and Activities. Grantee shall exercise its rights hereunder so as to minimize, and avoid if reasonably possible, interference with Grantor's use of Grantor's Property. Grantee shall at all times conduct its activities on Grantor's Property so as not to interfere with, obstruct or endanger Grantor's operations or Improvements. 9. Default and Remedies. If Grantee or Grantor shall default in the performance of any obligation required hereunder and if upon the expiration of fifteen (15) days after written notice from the other party stating with particularity the nature and extent of such default, the defaulting party has failed to cure such default, and if a diligent effort is not then being made to cure such default, then any non-defaulting party, in addition to all other remedies it may have at law or in equity, shall have the right to perform such obligation of this Easement on behalf of such defaulting party and to be reimbursed by such defaulting party for the cost thereof with interest at the lesser of ten percent (10%) or the maximum rate allowed by law. Any such claim for reimbursement, together with interest as aforesaid, shall be a secured right and a lien shall attach and take effect upon recordation of a prior claim of lien by the claimant in the office of the King County Recorder. The claim of lien shall include the following: (i) the name of the claimant; (ii) a statement concerning the basis of the claim of the lien; (iii) the last known name and address of the party of the parcel against which the lien is claimed; (iv) a description of the property against which the lien is claimed; (v) a description of the work performed or payment made which has given rise to the claim of lien hereunder and a statement itemizing the amount thereof; and (vi) a statement that the lien is claimed pursuant to the provision of this Easement, including a reference to the recording number of this Easement. The claim of lien shall be duly verified, acknowledged and contain a certificate that a copy thereof has been served upon the party against whom the lien is claimed, either by personal service or by mailing to the defaulting party as provided in Section 14 below. The lien so claimed shall attach from the date of recordation solely in the amount claimed thereby and it may be enforced in any manner allowed by law for the foreclosure of mortgage liens. 1720/004 03/16/17 - 5 - easement agr jmason\sandorffy\renton village\rva cinema 10. Mortgagee Protection. Any liens authorized or permitted by this Easement shall be subordinate to any mortgage or deed of trust given in good faith and for value now or hereafter encumbering the property subjected to the lien, which mortgage or deed of trust was recorded prior to the recording of the lien, and any purchaser at any foreclosure or trustee’s sale (as well as any grantee by deed in lieu of foreclosure or trustee’s sale) under any first mortgage or deed of trust shall take free and clear from any such then existing lien, but otherwise subject to the provisions of this Easement. 11. Attorneys' Fees. If any legal action is necessary to enforce the terms or conditions of this Easement, including but not limited to, an arbitration proceeding if agreed upon by the parties hereafter, the prevailing party shall be entitled to recover from the other party to the dispute all costs of such action or proceeding and reasonable attorneys' fees as determined by the trier of fact in addition to any other relief to which it may be entitled. 12. Release and Indemnity. Grantee does hereby release, indemnify and promise to defend and save harmless Grantor from and against any and all liability, loss, damage, expense, actions and claims, including costs and reasonable attorneys' fees incurred by Grantor in defense thereof, asserted or arising directly or indirectly on account of or out of the acts or omissions of Grantee, or its servants, agents, employees and contractors in the exercise of the rights granted herein; provided, however, this paragraph does not purport to indemnify Grantor against liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the negligence of Grantor or its agents, employees or invitees. 13. Assignment; Successors and Assigns. Except as otherwise provided above, the rights and obligations of the parties shall inure to the benefit of and be binding upon their respective successors and assigns ("Assignees"). Upon assignment of any easement granted herein, the assignor's liabilities to Grantor hereunder shall be limited to the acts or omissions (inc luding those indemnified against) to the time of such assignment as with respect to that easement, or part thereof, and such assignment shall then and thereupon bind the Assignees to the terms and conditions hereof for all purposes of the easement assigned , including those improvements installed to enjoy the same. 14. Notices. Any demand, request or notice which either party hereto desires or may be required to make or deliver to the other shall be in writing and shall be deemed given when personally delivered or when delivered by private courier service (such as Federal Express), when sent by electronic mail with electronic confirmation of transmission, or three (3) days after being deposited in 1720/004 03/16/17 - 6 - easement agr jmason\sandorffy\renton village\rva cinema the United States mail in registered or certified form, return receipt requested, addressed as follows: To Grantee: RVA Cinema LLC 520 Pike Street, Suite 1500 Seattle, WA 98101 Attn: Email: To Grantor: Triton Towers Acquisitions Partners LLC 555 S. Renton Village Place, Suite 100 Renton, WA 98057 Attn: Email: EXECUTED as of ________________, 2017. GRANTOR: TRITON TOWERS ACQUISITIONS PARTNERS LLC, a Delaware limited liability company By Hines Triton Towers Acquisitions Partners LLC, its managing member By: Hines Triton Towers Associates Limited Partnership, its sole member By: Hines Investment Management Holdings Limited Partnership, its general partner By: HIMH GP LLC, its general partner By: Hines Real Estate Holdings Limited Partnership, its sole member By: JCH Investments, Inc., its general partner By: Name: Title: Date: 1720/004 03/16/17 - 7 - easement agr jmason\sandorffy\renton village\rva cinema GRANTEE: RVA CINEMA LLC, a Washington limited liability company By: SMG Cinema LLC, a Washington limited liability company, its manager By Michael Sandorffy, its manager 1720/004 03/16/17 - 8 - easement agr jmason\sandorffy\renton village\rva cinema STATE OF WASHINGTON ) ) ss. COUNTY OF ___________ ) On this _______ day of _______________, 2017, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn personally appeared ______________________________________, known to me to be the ___________________ of JCH Investments, Inc., the general partner of Hines Real Estate Holdings Limited Partnership, the sole member of HIMH GP LLC, the general partner of Hines Investment Management Holdings Limited Partnership, the general partner of Hines Triton Towers Associates Limited Partnership, the sole member of Hines Triton Towers Acquisitions Partners LLC, the managing member of TRITON TOWERS ACQUISITIONS PARTNERS LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. Signature Print Name NOTARY PUBLIC in and for the State of Washington, residing at . My commission expires . 1720/004 03/16/17 - 9 - easement agr jmason\sandorffy\renton village\rva cinema STATE OF WASHINGTON ) ) ss. COUNTY OF ___________ ) On this _______ day of _______________, 2017, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn personally appeared Michael Sandorffy, known to me to be the manager of SMG Cinema LLC, the manager of RVA CINEMA LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. Signature Print Name NOTARY PUBLIC in and for the State of Washington, residing at . My commission expires . 1720/004 03/16/17 - 10 - easement agr jmason\sandorffy\renton village\rva cinema EXHIBIT A LEGAL DESCRIPTION OF GRANTOR'S PROPERTY 1720/004 03/16/17 - 11 - easement agr jmason\sandorffy\renton village\rva cinema EXHIBIT B LEGAL DESCRIPTION OF GRANTEE'S PROPERTY 1720/004 03/16/17 - 12 - easement agr jmason\sandorffy\renton village\rva cinema EXHIBIT C-1 PERMANENT EASEMENT AREA 1720/004 03/16/17 - 13 - easement agr jmason\sandorffy\renton village\rva cinema EXHIBIT C-2 TEMPORARY EASEMENT AREA 1720/004 03/16/17 - 14 - easement agr jmason\sandorffy\renton village\rva cinema EXHIBIT D