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HomeMy WebLinkAboutA 20190405000235Instrument Number: 20190405000235 Document:EAS Rec: S99.00 Page-1 of 11 Record Date:4/5/2019 11:17 AM Electronically Recorded King County, WA After recording return document to: City Clerk City of Renton 1055 S. Grady Way Renton, WA 98057-3232 DOCUMENT TITLE: Artwork Easement Agreement REFERENCE NO. OF DOCUMENT(S) ASSIGNED OR RELEASED: N/A GRANTOR(S): 1. Old Western Hotel LLC, a Washington limited liability company GRANTEE(S): 1. City of Renton, a Washington municipal corporation 2. Western Neon, Inc., a Washington corporation ABBREVIATED LEGAL DESCRIPTION: Lots 11 and 12, Block 22 of Town of Renton, Vol. 1 of Plats, Pg. 135, Records of King County ADDITIONAL LEGAL DESCRIPTION ON PAGE(S): Page 6 (Exhibit A) ASSESSOR'S PARCEL NO(S): 7231501900,7231501905 ARTWORK EASEMENT AGREEMENT THIS ARTWORK EASEMENT AGREEMENT ("Agreement"), effective on the date last signed below by the parties to this Agreement, is between OLD WESTERN HOTEL LLC, a Washington limited liability company ("Grantor"), WESTERN NEON, INC., a Washington corporation ("WN"), and the CITY OF RENTON, a Washington municipal corporation (the "City"). Collectively, WN and the City are "Grantees." RECITALS A. The City has adopted a program for the placement of art in and on public and private locations throughout the City of Renton, and the City contracted with WN for the design, manufacture, and installation of certain artwork; and B. Grantor owns the property legally described in Exhibit A, attached hereto and incorporated herein (the "Property"), and is willing to make the Property and the improvements on the ART EASEMENT AGREEMENT— Page 1 Instrument Number: 20190405000235 Document:EAS Rec: 599.00 Page-2 of 11 Record Date:4/5/2019 11:17 AM King County, WA Property including the principal building structure (collectively, the "Property Improvements") available to Grantees for the placement of public art (hereinafter "Artwork"). Said Artwork is described in Exhibit B, attached hereto and incorporated herein; and C. Grantor represents and warrants that Grantor holds the authority to grant this easement to Grantees allowing access to and the installing, exhibiting, operating, inspecting, maintaining, repairing, and restoring of the Artwork on the Property and the Property Improvements, and that no person or entity holds an interest in the Property including the Property Improvements (whether or not such interest is on title and expressly including any leasehold interests) that prohibits or limits such authority. IN CONSIDERATION of the mutual promises and performances set forth below, the parties agree as follows: 1. Incorporation by Reference. The above recitals are fully incorporated herein. 2. Grant of Easement. Grantor conveys, grants and warrants to Grantees, and their successors and assigns, an easement across, over, through, and upon the Property (including the Property Improvements) for the purpose of installing, exhibiting, operating, inspecting, maintaining, repairing, restoring, and accessing the Artwork. The respective rights of Grantees are further set forth in Section 5. The location of the Artwork and the means of access to and from the Artwork are set forth in Exhibit C, attached hereto and incorporated herein. 3. Term of Easement. This easement shall be for a period of twenty (20) years from the date of execution ("Initial Term"). Unless terminated as provided in Section 4, the easement shall automatically renew thereafter for subsequent terms of five (5) years, and shall remain in full force and effect unless and until terminated. 4. Termination. a) Grantor may terminate the easement at any time upon Grantor's notice demonstrating any of the following: i) that the Property is to be sold and the buyer requires removal of the easement as a condition of the purchase and sale; or ii) that the Property is to be refinanced and the lender requires removal of the easement as a condition of the refinancing; or iii) that the Property Improvements are to be substantially remodeled or altered in a way that precludes continued maintenance of the Artwork; or iv) that circumstances have materially changed and the continued existence of the easement or maintenance of the Artwork substantially impedes Grantor's reasonable use and enjoyment of the Property. Upon receipt of such notice from Grantor, the City shall have 30 days to provide notice as to whether it has determined that Grantor satisfactorily demonstrated one of the preceding conditions, which ART EASEMENT AGREEMENT — Page 2 Instrument Number: 20190405000235 Document:EAS Rec: S99.00 Page-3 of 11 Record Date:4/5/2019 11:17 AM King County, WA determination shall not be unreasonably withheld. The termination of the easement shall take effect no earlier than 30 days after the City's notice of satisfaction. b) The City may terminate this easement at any time at its sole discretion upon 30 days' written notice to Grantor. c) If this easement is terminated by Grantor or the City for any reason as described in Sections 4.a, 4.b, or 4.c, Grantor shall provide reasonable access to Grantees to remove the Artwork. 5. Rights and Responsibilities of Grantees. Grantees shall have the right and be responsible for installing the Artwork and for accessing the Artwork and the Property (including the Property Improvements) for such installation. The City shall have the right and be responsible for installing, exhibiting, operating, inspecting, maintaining, repairing, restoring, and accessing the Artwork. The City may remove or cause to be removed the Artwork from the Property at any time, for any reason or no reason. If this easement is terminated or if the Artwork is removed from the Property or both, the City shall retain full ownership rights in the Artwork. 6. Right of Entry. Grantees shall have the right to enter, and Grantor shall provide full access, to the Property including the Property Improvements during normal business hours, and at all other times with advance approval of the Grantor, for any and all of the purposes described in this Agreement. 7. Binding Effect. The easement granted in this Agreement shall run with the land and be binding upon and inure to the benefit of the Grantor and Grantees, and their respective successors or assigns, and any person or entity acquiring any right, title, or interest in the Property including the Property Improvements. 8. Indemnification. Grantor, WN, and the City shall each defend, indemnify, and hold harmless the other parties and their affiliates, officers, directors, employees, agents, and elected officials (the "Indemnified Parties") against and from any and all losses, liabilities, damages, actions, claims, demands, settlements, judgments, and any other expenses, which arise out of this Agreement and are asserted against the Indemnified Parties by a third party, but only to the extent caused by Grantor's breach of the representations made in Recital C or caused by the negligence or willful misconduct of the indemnifying party and/or of the affiliates, officers, directors, employees, agents, and elected officials of the indemnifying party. The indemnity in this section is subject to the Indemnified Parties notifying the indemnifying party in writing of any claims, demands, suits, or other threatened or actual action. 9. Contractual Relationships and Assignment. This Agreement does not constitute any party as the agent or legal representative of another party for any purpose whatsoever. The parties are not granted any express or implied right or authority to assume or create any obligation or ART EASEMENT AGREEMENT— Page 3 Instrument Number: 20190405000235 Document:EAS Rec: S99.00 Page-4 of 11 Record Date:4/5/2019 11:17 AM King County, WA responsibility on behalf of another party or to bind another party in any manner whatsoever. The parties shall not assign this Agreement without the prior written consent of all parties. 10. Notice. Notice shall be made to the following addressees, unless otherwise provided for in writing: GRANTOR: GRANTEES: OLD WESTERN HOTEL LLC: CITY OF RENTON: David Smith Governor Old Western Hotel LLC 9�06 Seattle, WA 9&14199ioV Phone: (206) 660-8408 dsmith@paragonrea.com C.E. "Chip" Vincent Community & Economic Development, Administrator 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-6588 cvincent@rentonwa.gov Fax: (425) 430-7300 WESTERN NEON, INC.: Andre Lucero President Western Neon, Inc. 2902 4th Ave S Seattle, WA 98134 Phone: (206) 682-7738 andre@westernneon.com 11. Amendments. The parties expressly reserve the right to modify this Agreement, from time to time, by mutual agreement. No modification or amendment of the provisions of this Agreement shall be effective unless in writing and signed by authorized representatives of all parties. 12. No Waiver. No waiver of full performance by any party shall be construed, or operate, as a waiver of any subsequent default or breach of any of the terms, covenants or conditions of this Agreement. 13. VARA Waiver. The Artwork's artists have waived their rights under the Visual Artists Rights Act ("VARA") as described in Exhibit D, attached hereto and incorporated herein. ART EASEMENT AGREEMENT — Page 4 Instrument Number: 20190405000235 Document:EAS Rec: S99.00 Page-5 of 11 Record Date:4/5/2019 11:17 AM King County, WA IN WITNESS WHEREOF, Grantor and Grantees have caused this instrument to be executed as of the date last signed by the parties below. GRANTOR: Y _ Date 3'Zc�rcq vid Smit ,Governor Old Western Hotel LLC Notary Seal must be STATE OF W►J 4A)gG G*( ) SS within box COUNTY OF 1C�� On this 2-7 day of M 20 1 q _, before me personally appeared David Smith, to me known to be the Governor of Old Western Hotel LLC, and acknowledged the foregoing instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purpo,�ektherein mentioned, and on oath stated that he to execute saidAhstrum Notary Public in and foftFie State of Notary (Print),�-- Residing at: My appointment expires:���� ART EASEMENT AGREEMENT— Page 5 Instrument Number: 20190405000235 Document:EAS Rec: 599.00 Page-6 of 11 Record Date:4/5/2019 11:17 AM King County, WA ACCEPTED BY GRANTEES: CITY OF TON: By Denis Law, Mayor Attest Date 4 1,,,e- Jason .Seth RE Iv,7. City Jerk Approved Legal as to Form '''liJ'paRA;E� Shane A. Moloney Renton City Attorney WESTERN NEON, INC. i By 414e tip Andre Lucero, President ART EASEMENT AGREEMENT— Page 6 Date 3 /y m, Instrument Number: 20190405000235 Document:EAS Rec: S99.00 Page-7 of 11 Record Date:4/5/2019 11:17 AM King County, WA Exhibit A Legal Description of Grantor's Property Lots 11 and 12 in Block 22 of Town of Renton, as per plat recorded in Volume 1 of Plats, Page 135, Records of King County Auditor; Situate in the City of Renton, County of King, State of Washington ART EASEMENT AGREEMENT— Page 7 Instrument Number: 20190405000235 Document:EAS Rec: S99.00 Page-8 of 11 Record Date:4/5/2019 11:17 AM King County, WA Exhibit B Description of Artwork The Renton Dragon is a large-scale work of public art. It is composed from six distinct components consisting of a head, two claws, two wings, and a tail to achieve an overall scale approximately 40' in length, 25' wide, and 15' in height. Each separate unit, including the wings, are anticipated to be attached to the roof. The City reserves the right to reasonably alter the dimensions, material, and appearance of the art as necessary or desired during installation or at any time after installation. ART EASEMENT AGREEMENT— Page 8 Instrument Number: 20190405000235 Document:EAS Rec: S99.00 Page-9 of 11 Record Date:4/5/2019 11:17 AM King County, WA Exhibit C Approved Location of Artwork and of Means of Access to and from Artwork Location of Artwork The north 25 (twenty-five) feet of the east 20 (twenty) feet of the rooftop of the existing building on the Property. Minor adjustments to such location are allowed if determined to be necessary during the installation of the Artwork. Means of Access to and from Artwork Across, over, through, and upon the Property (including the exterior of the Property Improvements). ART EASEMENT AGREEMENT— Page 9 Instrument Number: 20190405000235 Document:EAS Rec: S99.00 Page-10 of 11 Record Date:4/5/2019 11:17 AM King County, WA EXHIBIT D Artists' Waiver The following artists named below each agrees to the terms of this Artwork Easement Agreement and expressly waives any rights under the federal Visual Artists Rights Act that would interfere with the performance of any rights under the Artwbrk,•;Easer 6qe Agreement or that are othe ise c ary to the terms of this Artwork Easement ►►g wnent. _ ffr: By Andr ucero, esident Western Neon, Inc. - r By Marsha Rolling Notary Seal must be STATE OF ) SS within box COUNTY OF } On this � ' day of Mpl(th , 20_1!j, before me personally appeared Andre lucero, to me known to be the President of Western Neon, Inc., and acknowledged the foregoing instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. Notary Public in and for the State of WOC-ilj j x4 .11 Notary (Print) S2%2Y-rfiW T Residing at:�-1 yi G� My appointment expires: �i Z ART EASEMENT AGREEMENT— Page 10 Instrument Number: 20190405000235 Document:EAS Rec: 599.00 Page-11 of 11 Record Date:4/5/2019 11:17 AM King County, WA Notary Seal must be STATE OF ) SS within box COUNTY OF K 1 ti G ) On this 2 'r day of Mf 42( tj- , 20-Lj-, before me personally appeared Marsha Rollinger., tome known to be ©� Ml/r It>bye person who executed the within and'foregoing y oo NOToti��s$ument, and acknowledged said instrument to be her t��VFV�nd voluntary act and deed for the uses and purposes d)'° sip heriin mentioned. `p BtIC °j— 11II��SMIN6��� Il HI1Votary Public in d for th State of Notary(Print) Residing at: I 0 Grrct d(,_)k�irri-�j ( i S7 My appointment expires: ART EASEMENT AGREEMENT - Page 11