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Home My WebLink AboutL026-11 - Other - Goodman Real Estate, Inc. - Right of Entry Agreement - 08/23/2011 RIGHT OF ENTRY AGREEMENT n/��, THiS RIGHT OF ENTRY AGREEMFNT ("Agreement") is made as of the GJ day of August, 2011 ("Effective Date") by and between The City of Kent, a Washington municipal corporation ("City") and Goodman Real Estate,Inc , a Washington corporation ("Developer") with ieference to the following facts. RECITALS A. City is the owner of certain real property located at 430 Smith Street, in the City of Kent, King County, Washington, and more particularly desci abed in Exhibit A attached hereto (the"Property") B City and Developer are negotiating a possible lease and option to purchase the Property in connection with the proposed development of a 164 unit apartment pio.ject with approximately 3,700 square feet of ground floor retail space and 35 public parking spaces (the "Pro ect") and Developer has requested that City allow Developer and its employees, contractors and agents to enter onto the Property for the limited purpose of performing surveying and other due diligence activities on the Property. C. City has agreed to allow the Developer to enter onto the Property for the purposes and on the terms and conditions hereinafter set forth NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein,the parties agree as follows. AGREEMENT 1. Right of EMU. City grants Developer and its agents, employees, consultants and contractors (individually and collectively, "the Developer Parties") the right to enter upon the Property during the term of this Agreement between the hours of 7 00 a in and 6 00 p in (oi such other reasonable hours as may be approved by City) for the limited purposes of determining the physical condition of the Property by conducting soil tests (Including borings), hazardous waste suiveys, land surveys, geotechnical, engineering, traffic and access studies, structural studies and any other sampling, audits, inspections, studies or tests reasonably requued by Developer to determine the physical condition of the Property and the feasibility of the Property for the development, use and operation of the Pro.ject, all at Developer's sole cost and expense Developei acknowledges that a portion of the Property is used for public parking Developer shall cooi dmate its due diligence activities on that portion of the Pi operty used for public parking with City to mmunize interference with such parking use Developer shall repair any damage to the parking area caused by Developei or any of the Developer Parties during such inspections, studies and tests and shall remove all debris, equipment and vehicles from the parking area promptly following completion of its due diligence activities If requested by City, Developer shall repair any damage to the unfinished parking structure caused by Developer or any of the Developer Parties during such inspections, studies and tests and shall remove all debris, equipment and vehicles from the remainder of the Property promptly following completion of its due diligence activities. 2. No Construction Liens Developer and each of the Developer Parties shall keep the Property free and clear of all liens resulting from its inspections and due diligence activities under this Agi cement. 3 Insurance Requirements. Developer shall at all times during the term of this Agreement maintain, and shall cause each of the Developei Parties who is actually involved in any boring of invasive testing to maintain In full force and effect, commercial general liability insurance with a limit of not less than $1,000,000 combined single limit per occurrence; $2,000,000 aggregate. Developer and each of the Developer Parties shall deliver certrlicate(s) of msmance verifying such coverage to City prior to such party's entry upon the Property Such certificate(s) shall be issued by insurance camer(s) licensed to conduct business in the State of Washington with insurance rating(s) reasonably satisfactory to City and naming the City as an additional insured By requiring insurance hereunder City does not represent that such coverage and limits will be adequate to protect Developei or any of the Developer Parties and such coverage and limits shall not limit Developer's liability under the indemnification provisions set forth in Section 4 of this Agieement 4. Indemnification. Developer shall protect, defend, indemnify and hold City and the Property harmless from any claims, liabilities, costs. expenses or hens (including, but not lunited to, constiuction hens and any claims for personal injury or piopcity damage) arising out of or resulting from the activities of Developer or any of the Developer Parties on the Properly (provided that such indemnification shall not extend to the niere discovery of pre-existing conditions on the Property) This indemnification obligation shall survive any termination of this Agreement 5. Other Terms and Conditions. In the event that the parties do not enter into a lease agreement and a real estate option agreement with respect to the Property, or Developer elects to terminate the lease or elects not to exercise the option to purchase the Property,neither Developer nor any of the Developer Parties will disclose to any third person any information disclosed by its due diligence activities on the Property (except to the extent required by law) and shall use commercially reasonable efforts to return to City all copies of any studies, reports or test results iegarding any part of the Property obtained by Developer or any of the Developer Patties in connection with its inspection of the Property (excluding (i) any proprietary documents or information (such as internally prepared valuations, projections or budgets) and (ii) any attorney-client communication), not latei than five (5) business days following the termination of this Agreement, subject to any legal requirement by which Developer may be bound to retain file copies, provided, however, that Developer shall not be required to wariant the truth, accuracy or completeness of the information contained in such studies, iepoits of tests 6. Duration The right of entry granted under this Agreement shall commence upon the Effective Date and shall automatically terminate at 5 00 p in Pacific Daylight Time on Fi iday, September 30, 2011, unless prior to the temmnation date the parties mutually agree to a written extension of this Agreement Nothing contained herein constitute an agreement by City to lease or sell, or Developer to lease or purchase, the Propcity Any binding agreement by City to lease and/or sell, and Developer to lease of purchase, the Property, shall be made only by a wi itten Lease Agreement and written Real Estate Option Agreement, each of which shall have been duly authouzed, executed and delivered by both panties hereto. 7. Notices. All notices under this Agreement and shall be in writing and shall be validly given or made to the other party if delivered personally, or by overnight delivery service of recognized standing, or by United States Mail, certified, iegistered, on express mail with postage prepaid, or by facsimile transmission with electronic confirmation of receipt if such notice is personally delivered or delivered by facsimile during normal business hours, it shall be deemed given at the time of such delivery If such notice is delivered by facsimile after normal business hours or is delivered by overnight delivery service, it shall be deemed given one (1) business day after receipt thereof(if sent by facsimile transmission) or one(1) business day after the depositthereof with such delivery service if such notice is mailed as provided herein, notice shall be deemed given three (3) business days after the deposit thereof in the United States Mail Each such notice shall be deemed given only if properly addressed to the party to whom such notice is to be given as follows -2- K12020093100011120399 DRS120399A24HT M3111 To City: City of Kent 220 Fourth Avenue South Kent, WA 98032 Attention Kurt Hanson,Economic Development Manager Telephone (253) 856-5706 Fax (253) 856-6770 To Developer Goodman Real Estate, Inc. 2801 Alaskan Way. Suite 310 Seattle, Washington 98121 Attention, George Petrie, President "I elephone (206)215 9789 Fax (206)215 9989 8 Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Washington IN WITNESS WHEREOF, City and Developer have executed this Agreement as of the date and year first above written. DEVELOPER: CITY: GOODMAN REAL ESTATE, INC., a Washington THE CITY OF KENT, a Washington municipal corporation corporation By By Name v e, I e al K) -<La7�24o Title APPROVED AS TO FORM By Z' ( W r`+6 `A� Name TOM PAU{3tAWL Title C1'i`/ A TPOAMty -3' K12 02 0 09 310 0 01 112 0 39 9 URS120399A24HT 08/23/11 EXHIBIT A Legal Description of Property Certain real property located at 430 Smith Street, Kent, Washington, and more particularly described as follows: PARCELS A, B AND C, CITY OF KENT LOT LINE ADJUSTMENT NO LL-2005-37, RECORDED .JANUARY 10, 2006 UNDER RECORDING NO 20060110002592 IN KING COUNTY, WASI IINGTON TAX PARCEL NOS 982570-520; 982570-0515, 982570-0505 '^►� K1202009MM11120399 DRS120399A2411T O8123111