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HomeMy WebLinkAboutCOA and Northwest Youth Corps AgreementRIGHT OF ENTRY AND ACCESS AGREEMENT / Northwest Youth Corps / Cedar Lanes Park / Dated 03/19/2024 Page 1 of 5 RIGHT OF ENTRY AND SITE ACCESS AGREEMENT This right of entry and site access agreement is made and entered into as of the date of last signature (“Effective Date”) between th e City of Auburn, a Washington municipal corporation (“City”) and Northwest Youth Corps (“NYC”). The City and NYC are collectively referred to as the “Parties.” RECITALS: 1. The City owns King County parcel number 302105-9080, -9044, and -9089, collectively known as Cedar Lanes Park (“Subject Property”). 2. NYC desires to have the right to enter upon the Subject Property for the purposes of eradicating invasive vegetative species using by hand and environmentally sensitive herbicides only. 3. The City is willing to allow such access subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual obligations, representations, and promises contained in this Agreement, the City and NYC hereby agree as follows: 1. Grant of Access on the Subject Property. The City hereby grants NYC, its employees, contractors, and consultants, a temporary, non-exclusive license for right of entry to the Subject Property, including the right of ingress and egress thereto, for the purpose of eradicating invasive vegetative species by hand and using environmentally sensitive herbicides only (NYC’S “Work”) provided NYC complies with the terms and conditions of this Agreement. Not less than two (2) business days prior to NYC entering the property, NYC will contact the City’s representative (Thaniel Gouk at 253- 362-1019 to coordinate timing and access points. Any changes to the scope of work set forth in this paragraph requires advance written consent of the City. This right of entry is revocable, if, after notice and an opportunity to cure, MSF should fail to comply with any terms in this Agreement. 2. Term. This Agreement permits access from 7 a.m. on that date which follows the last signature and terminates at 7 p.m. on December 31, 2024. This Agreement is intended and will be construed as a temporary license to enter and conduct the work described herein, and not as a grant of easement or any other interest in the Subject property. Except as expressly set forth herein, no other rights are created by this Agreement. 3. Retrieval and Disposal of Materials. NYC will conduct all work in accordance with all applicable laws, rules, and regulations. If NYC determines that herbicide is necessary to eradicate invasive vegetative species, NYC will use environmentally sensitive herbicides only. NYC will ensure that all equipment is removed and all materials including debris, trash, and other materials, should any be accumulated, will be disposed of by NYC. RIGHT OF ENTRY AND ACCESS AGREEMENT / Northwest Youth Corps / Cedar Lanes Park / Dated 03/19/2024 Page 2 of 5 4. As-Is; Indemnification. In entering the Subject property, NYC accepts the Subject Property in the conditions that may exist from time to time without any representation or warranty of the City, and without any duty of the City to warn of any conditions. NYC shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with its entry upon the property and performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of NYC and the City, its officers, officials, employees, and volunteers, NYC’s liability hereunder shall be only to the extent of NYC’s negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes NYC’s waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the Parties. The provisions of this section shall survive the expiration or termination of this Agreement. 5. Insurance. Notwithstanding any provision of this Section 6 to the contrary, NYC may satisfy its insurance obligations under this Section 6 by its program of self -insurance, which is sufficient to meet those requirements set forth below, prior to entry on the Subject Property by NYC during the term of this Agreement, and at all times which access is available to them, NYC shall carry and maintain, and cause each contractor to carry and maintain at its sole cost and expense, the following types of insurance in the amounts specified and placed with insurers with a current A.M. Best rating of not less than A: VII.: a. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. Automobile Liability insurance must have a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. b. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be n o exclusion for liability arising from explosion, collapse or underground property damage. The Public Entity shall be named as an additional insured under the MSF’s Commercial General Liability insurance policy with respect to the work performed for the Public Entity using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. The RIGHT OF ENTRY AND ACCESS AGREEMENT / Northwest Youth Corps / Cedar Lanes Park / Dated 03/19/2024 Page 3 of 5 Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products-completed operations aggregate limit. c. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. d. NYC’s self -insurance is the primary insurance to the City’s. Any insurance, self -insurance, or self -insured pool coverage maintained by the City shall be excess of NYC’s insurance and shall not contribute with it. e. NYC shall cause each and every Contractor, Subcontractor and Consultant to provide insurance coverage that complies with all applicable requirements as set forth herein. NYC shall ensure that the City is an additional insured on each and every Subcontractor’s Commercial General liability insurance policy using an endorsement at least as broad as ISO Additional Insured endorsement CG 20 38 04 13. f. NYC shall provide the City with written notice of any policy cancellation within two business days of their receipt of such notice. g. Failure to maintain the insurance as required is a material breach of the Agreement, upon which the City may, after giving five business days’ notice to MSF to correct the breach, immediately terminate the contract. 6. Safety and Assumption of Risk. NYC shall maintain a safe work site on the Subject Property. NYC agrees that it and its contractors shall use all safety equipment and every device, procedure, care and precaution standard in the industry for the protection of the Subject Property and the protection and safety of life, limb, and health of all individuals on or near its work site at the Subject property, and comply with all applicable safety, environmental and other laws. NYC shall be responsible for all actions and omissions of its agents, contractors and consultants at the Subject Property and NYC assumes all liability and risk for any personal injury, death, property damage, hazardous, pollution or contamination release or transport of hazardous or toxic materials, gases or liquids arising out of, connected with or relating to the NYC’s entry on the Subject Property. 7. Choice of Law . The terms of this License Agreement shall be construed pursuant to the laws of the State of Washington. 8. Entire Agreement . This Agreement constitutes the entire agreement and understanding between the Parties pertaining to this subject matter and supersedes all prior or contemporaneous agreements and understanding, both written and oral, pertaining to the subject matter hereof. 9. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force and effect without being impaired or invalidated in any way. 10. Counterparts. This Agreement may be executed in counterparts, each of which shall be considered an original and all of which, when taken together, shall constitute one and the same instrument. RIGHT OF ENTRY AND ACCESS AGREEMENT / Northwest Youth Corps / Cedar Lanes Park / Dated 03/19/2024 Page 4 of 5 11. Notice. All notices or other documents (collectively “Notices”) given hereunder shall be in writing and shall be addressed the recipient and sent by personal delivery , United States certified mail, postage prepaid or electronic (“e-mail”) mail. Unless and until otherwise notified, the address of each of the parties for the giving of Notices shall be: City of Auburn Northwest Youth Corps Josh Arndt Real Estate Manager 25 West Main Street Auburn, WA 98001-4998 Phone: 253-288-4325 Fax: 253-288-3132 E-mail: jarndt@auburnwa.gov Hannah Pauly 917 Pacifc Ave Suite 400 Tacoma, WA 98402 Phone: 458-247-2147 E-mail: hannahp@nwyouthcorps.org With Copies to: Meg Borree Phone: 253-753-6984 E-mail: megb@nwyouthcorps.org 12. Assignment . Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by NYC, in whole or in part (whether by operation of law or otherwise), without the prior written consent of the City. Any attempt to make any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. RIGHT OF ENTRY AND ACCESS AGREEMENT / Northwest Youth Corps / Cedar Lanes Park / Dated 03/19/2024 Page 5 of 5 The undersigned represents that he or she has the authority to execute this Agreement on behalf of the party they represent. CITY OF AUBURN NORTHWEST YOUTH CORPS _____________________________ Signature Signature Name: __Josh Arndt ____________ Name: Meg Borree Title: ___Real Estate Manager____ Title: Program Coordinator Date: ___________ Date: 3/19/2024 4/1/24