HomeMy WebLinkAboutCostco Wholesale Corporation 2017-09-22Access Agreement
Between
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Received
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Successor Agency to the former Ukiah Redevelopment Agency of the City of Ukiah
And
Costco Wholesale Corporation
This Access Agreement (the "Agreement") is entered on 501. Z.- , 2017 ("Effective Date"), in
Ukiah, California between the Successor Agency to the former Redevelopment Agency of the City of
Ukiah ("Ukiah SA"), a public body, corporate and politic organized under California Health and Safety
Code Section 34173, and Costco Wholesale Corporation ("Costco"), a State of Washington for-profit
corporation authorized to conduct business in the State of California. Hereafter, Ukiah SA and Costco
may each be referred to as "party" or collectively as "parties."
RECITALS.
1. The purpose of this Agreement is to allow Costco and its authorized representatives,
contractors, and subcontractors the temporary right to occupy and use Ukiah SA Property in preparation
to construct a store thereon, pending Costco's purchase of said property pursuant to the Real Estate Sale
and Purchase Agreement, dated January 21, 2015 ("REPSA"). Hereafter, all references to "Costco"
include its authorized representatives, contractors and subcontractors. References to the Ukiah SA in
Section 7, includes the City of Ukiah, a general law California municipal corporation. The "Property"
refers to the Costco Site and Lot 1 as described in the REPSA.
2. The parties expect escrow to close at which time the Ukiah SA will convey title to the
Property to Costco.
3. To meet the parties' agreed upon time -line to complete construction of the Costco store and
related public improvements, Costco must commence construction as soon as possible.
AGREEMENT.
In consideration of the above -recited facts and the terms and conditions as further stated herein, the
parties agree as follows:
1. Richt of Entry. Ukiah SA hereby grants Costco a right of access to and use of the Property and
authorizes Costco to enter upon the Property in order to commence preparations for and to begin work to
prepare for the construction of the Costco Store ("the Work").
2. Term. The term of this Agreement begins on the Effective Date and continues until escrow closes
under the REPSA, but not later than October 15, 2017.
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3. Notification and Coordination. Costco and the Ukiah SA will coordinate Costco's access to the
Property with the goal of providing adequate access for the purposes of this Agreement without undue
interference with the Ukiah SA's use of the Property.
3.1 For purposes of this coordination, Ukiah SA designates Sage Sangiacomo as Costco's
primary contact with Ukiah SA. Ukiah SA may designate a different representative by written notice to
Costco. Costco designates t'li s . OKNM1e as the Ukiah SA's primary contact with Costco. Costco
may designate a different representative by written notice to the Ukiah SA. The contact information of
the respective representatives are set forth below.
3.2 Through their designated representatives the parties shall keep each other informed on a
timely basis of their respective needs and of any problems or conflicts that arise during the temporary
right of access to the Property. Costco and the Ukiah SA will use their best efforts to address
satisfactorily any concerns or problems that arise during performance of the Work.
4. Applicable Law and Regulations. In exercising its rights under this Agreement, Costco will comply
with all applicable laws, statutes, regulations, ordinances, or directives of whatsoever nature with respect
to the Work including, without limitation, all health, safety, and environmental laws, directives,
ordinances, regulations, or statutes applicable to the performance of the Work.
S. Restoration. Upon termination of this Agreement, except as a result of closing escrow under the
REPSA, Costco shall repair and restore any areas of the Property damaged by performance of the Work
and restore the Property to substantially the condition it was before Costco commenced the Work.
6. Safety And Security Fencing: At all times during its use of the Property, Costco shall keep, or shall
cause it's contractor to keep, all areas under its control, and any materials, equipment, or disturbed areas
adequately fenced and otherwise secure for safety purposes.
7. Indemnification. Costco will indemnify the Ukiah SA for any damage to the Property or any person
or property caused or alleged to have been caused by Costco while performing pursuant to this
Agreement. Costco will indemnify and defend and hold the Ukiah SA harmless from and against any
claim by a third party against the Ukiah SA, and for any damage, expense or liability for damages or
personal injuries, including death, which are caused or alleged to have been caused by Costco in
performing under this Agreement. Prior to commencing the Work, Costco shall provide, or shall cause
its contractor to provide, to Ukiah SA proof of comprehensive general or commercial liability,
automobile liability and workers' compensation insurance and provide Ukiah SA with a policy
declaration or equivalent notice, naming Ukiah SA as additionally insured. Costco or its contractor, as
applicable, shall provide Ukiah SA with written notice of any cancellation of coverage and shall renew
insurance policies as they expire.
8. Entire Understanding. This Agreement sets forth the entire understanding between Costco and the
Ukiah SA with respect to the subject matter of this Agreement and supersedes all prior negotiations and
dealings pertaining to this Agreement.
9. Modification. No change in, addition to, or waiver of any of the provisions of this Agreement shall
be binding upon either party unless it is established in writing and signed by each party.
10. Notice. The person authorized to give and receive notices and information on behalf of each party
and the address and email address for that person is set forth below. A decision communicated by the
authorized representative of each party shall constitute the decision of the party, unless the other party
has received prior notice, as provided herein, that the authorized representative's decision is not the
Access and Maintenance Agreement Page 2 of 4
decision of the party. Whenever notice or other communication is permitted or required by this
Agreement, it shall be deemed given when personally delivered or when received, if delivered by
overnight courier or email, or 48 hours after it is deposited in the United States Mail with proper first
class postage affixed thereto and addressed as follows:
11. Governing Law. This Agreement is governed by the laws of the State of California.
12. Counterpart Execution. This Agreement may be executed in multiple counterparts, each of which
shall be deemed a duplicate original, and all of which, taken together, shall constitute one and the same
instrument. Reproductions of originally -signed versions of this Agreement shall be deemed to be
originals, and electronic transmissions shall be deemed to be effective upon delivery as evidenced by a
fax transmission or a reply email acknowledging receipt.
COSTCO REPRESENTATIVE:
Name:04AE1- (Th KvMh
Address: e1 CoEt a.p•u VARkc, SL.),NE -Z. 3o., RvluE, Ckur
Email: m (AG v w.a Q cos-` co, ca W&
Fax:
Telephone:
(i l 4) 9-16-5021
0714) R/6-5023
UKIAH SA REPRESENTATIVE:
Name: Sage Sangiacomo
Address: 300 Seminary Avenue, Ukiah, CA 95482
Email: ssangiacomo@cityofukiah.com
Fax: (707)463-6204
Telephone: (707)463-6221
9.21,00(e,
Either party may give notice in the manner provided above of a change in address or fax number.
[Signature page(s) follow]
Page 3 of 4
WHEREFORE, this Agreement is binding on the parties as of the Effective Date.
Ukiah SA of Ukiah
By:
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Costco Who esale Corporation
By.
Date
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Date
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