HomeMy WebLinkAbout20120503163207389LICENSE
THIS LICENSE is made this / "d ty of June 2011 between the CENTRAL PUGET
SOUND REGIONAL. TRANSIT A ORITY, a regional transit authority formed under the
laws of the State of Washington, ("Sound Transit"); and the City of Auburn, a Washington
municipal corporation with its principal office at 25 West Main Street, Auburn, WA 98001-
4998 (the "City"),
A.. Sound Transit owns the property' known as the .Auburn Multimodal Transit
Facility located at 25 "A" Street SW in Auburn,, Washington; and morecommonly known as
Auburn Station (the "Property").
Be Sound Transit and the City entered into that certain Lease dated June 26, 2662
for a portion of the Property identified as the Leased Premises as defined in Section 1.5'of the
Lease.
C. Section 2.5 (d) of the Lease (the full text of which is set forth on Exhibit B)
allows the City.to request the righfto, use all or a portion of the Plaza as defined in the Lease, for
itself or third persons for special events, including street fairs.:
D. The City desires to hold a public mreas arket in the two Plaza a, the Kiss and Ride
Spaces, and the driveway between the two Plaza areas that is used by King County Metro to
provide scheduled bus service to transit riders (the `Bus Loop') of the Property and has
requested use of these areas for this ongoing weekly special event.
E The City's use of the Bus Loop and Kiss and Ride Spaces requires the vacation of
the Bus Loop and, the bus 'stop used by special needs transportation services vehicles
(paratransit services) (the "Bus Stop') on the Sundays scheduled for the 2011 farmers market
and rerouting of the buses aad paratransit vehicles.
F. The City will proyide an alternate bus route on "A" Street during the farmers
market (the "Temporary Bus Stop'). .
G. Sound Transit has received approval from King County Metro and the
Sound Transit Board to vacates me Bus Loop: ind the Bus Stop (collectively the "Bus F"mues),
and agrees to allow the use of. the Plaza areas; the Bus Facilities, and Kiss and Ride Spaces.by
City in accordance with the terms and conditions contained. in the License.
Now, therefore, in consideration of+ the covenants and promises contained in the
License, and other valuable consideration, theparties agree ss follows:
1. .License. In consideration of:Soad. and. valuable consideration; the sufficiency of which
is hereby acknowledged; Sound Transit.hereby peimits City, at City's sole risk,
and expense, to conduct a farmers market in the Plaza areas, the Bus Facilities, .and
Kiss and Ride Spaces hereinafter referred to as the "Farmers Market" and that .any
permit fees charged for vendor space shall not be considered "revenue" as set forth in
Exhibit B during the 2011 Season. •Any revenue consideration for subsequent Seasons
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iwia.be evaluated upon the City's request to extend. -the License: The Plaza areas, the
Bus Facilities, and Kiss and Ride Spaces together comprise the license area which is
depicted, on Exhibit A (the "License Area").
2. Use of License Area. The City may use the License.Area to install, access, operate,
maintain repdir, replace and remove the Farmers Market for so long as this License
remains in effect. The City, agrees that its use of the License Area shall not interfere
with the normal operations of the Property as:.a transit center except as specifically
provided herein and train'station, or with any electrically 'controlled railroad. signals,
telephone, or other circuits of railroad, and .of any telephone or other company or
person operating circuits on the Property or along the.tracks.
3. Term and Hours of Operation: The City may operate the Farmets Market in the
License Area,weekly on sixteen consecutive Sundays beginning on the second Sunday
of June and ending on the last Sunday of September (the "Season") during the term of
this License. The Hours of. Operation for each. Sunday shall be from 7:30 AM to 3;30
PM. This eight -hour time frame includes time for. set-up and take -down. The term of
this License shall commynce on June 12, 2Ql1. The City shall have the option of
extending the term each year for successive Seasons upon providing written notice to
.Sound Transitat least ninety (90) days in advance of the beginning of each successive'
Season. The City acknowledges that King County Metro will vacate. the Bus Facilities
on a trial basis and will, evaluate the impacts to its scheduled service.
4. Conditions of Use.
a. The City,_ at.its expense, shall:
(1) Provide and instep any necessary NO PARKING signage on "A" Street
k%Wtside of the 1?arking Garage) to prevent Vehicle parking and keep the
street clear to accommodate the rerouted bus and paratransit traffic.
(2) Provide and install temporary signage at the Bus Facilities to direct
commutersand.passengers to the Temporary Bus Stop.
(3) Provide a designated person.to stand at the vacated Bus Facilities during all
of the normally scheduled bus anti paratransit route hours and direct
commuters and passengers to the Temporary Bus Stop.
b. The City shall have any vehicles parked on A. Street or the Temporary Bus Stop
towed to keep the stteet:cleared for We Tenipbraty Bus Stop.
c. The City shall direct Farmers Market oustomers to park only in the City's
designated parking, stalls in the Parking Gatage.and. shall direct all overflow
parking to other City. owned parking facilities durhig Sound Transit's special
events to ensure that Sound Transit's commuters and passengers have adequate
parking available. Sound Transit's schedule of special events is listed below;
Fm Vs MarketUanu 060611,da 2. PIM01nidd
June 19, 201 I Mariners vs Philadelphia
June 26, 2011 Sounder's FC vs New England
July 3, 2011 Mariners vs San Diego
July 17, 2011 Mariners vs Texas
July 31, 2011.Mariners vs Tampa Bay
August 14, 2011, Mariners vs Boston
August 28, 2011 Mariners vs Chicago
September 11, 2011 Mariners vs Kansas City
September 18,42011 Mariners vs Texas
September 25, 2.011 Sealiawks vs Arizona
d. The City will pemtit Sound Transit and Metro to provide outreach to the public
at the Farmers Market on Sunday, June 19, 2011: -
e. The City shall install an approved 'barrier at the west end of the License Area
barring access to the railroad tracks.
f. The City shall have the use of the restrooms located in the elevator lobby of the
parking garage. The City, at its sole cost and expense, shall be responsible for
stocking the restmoms with supplies and for providing janitorial service for the
restrooms during the Hours of Operation of the Farmers Market. Additionally,
the City shall provide an attendant at the restrooms to oversee their use and
operation.. The City will coordinate with Sound Transit Facilities and Security
to gain access to the restrooms to obtain dispenser keys.
g, The City shall have complimentary access to Sound Transit's designated water
supply and available electrical outlets. during the Hours of Operation of the
Farmers Market, 'The City shall be responsible for reasonable use of these
utilities and shall ensure they are properly shut off at the end of the Hours of
Operation..
h. The City and Sound Transit agree to meet. prior, to the opening of the Farmers
Market to review safety plans.
The City agrees to make available to Sound Transit or King Country Metro a
location within the •License Area where they can install a complimentary
booth/stall for promotional, purposes.
j. The City shall be responsible for enforcing its noise and nuisance codes in the
I;icense Area.
k. .Open fires and lighted candles are not permitted in the License Area or at the
Property.
1. The City shall beresponsiole for clean-up'and removal of any debris and trash from
the License Area resulting from the City's use of the License Area for the Farmers
Market purposes.
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in, he City must comply with all federal, state and local laws; and all Sound Transit
rules and regulations.
n. Sound Tmnsit's authorized representatives shall have free access to the License
Area at all tines.
5. Constriction and np"lotion of the Fanners Market.The Farmers Market shall be
constructed and installed in accordance with drawings approved by Sound Transit and
with :all 'laws, rules, regulations, ordinances and requirements of governmental
agencies, offices and boards having jurisdiction.
At the conclusion of each Season and this License, the City shall promptly restorethe
License Area to as good or better condition as existed prior to the commencement of
construction and installation,
6. Permits and Licenses. The City, at its expense, shall be solely responsible for securing
any and all required franchises and licenses for the Farmers Market,
7. Entry by City. The City may access the License Area provided that such access does
not interfere with or delay the operation of the transit center and train station, or the
Property in any manner. Anyaccess required outside ofthe scheduled.Term.and Hours
of Operation set forth in Section 3 shall be coordinated with Sound Transit's Property
Management Assistant Manager by telephoning 206.398.5355 or 206,909,3122 forty-
eight (hours) prior to accessing the License Area.
8, Revocation. Either party may revoke this License at any time by giving the other party
thirty (30) days advance written notice.
9. Safety. The City shall install maintain, operate, and repair the Farmers Market in a
manner that the City's and the Farmers Market's presence in the License Area shall not
at any time be a source of peril or danger to users of the Property.
10. Maintenance and Removal. The City shall, after any installation, construction,
maintenance, repair, relocation or removal of the Farmers Market promptly restore the
License. Area to as good or better condition as existed prior to the commencement of
such work,.
11. Indemnification. The City agrees to defend, indemnify. and hold harmless Sound
Transit; its' officers, directors and employees from and against any and all claims,
demands or causes of action and the resulting losses, costs, expenses, reasonable
attorney fees,. liabilities, damages; orders, judgments or decrees arising out of the acts,
errors, or omissions of the City or its agents, independent contractors, or employees
related to or in any way arising out of the installation, operation, maintenance, repair or
removal of the City's Facilities and/or from the City's failure to obtain necessary "
propery rights.and or permission to install, opera%,or maintain the Facilities. To the
extent that RCW 4.24.11.5 applies. and such claims, suits, or actions result from
concurrent negligence. of the parties, the indemnity provisions provided herein shall be
valid and enforceable only to the extent of the negligence of Licensee, its agents,
Famete Market Limm..06061 I.do4 4 Pleas4 toitld
subcontractors or employees; and provided further, that nothing herein shall require the
Licensee to hold harmless or defend Sound Transit from any claims, demands, suits at
law or equity, actions, penalties, losses, damages or costs arising from the sole negligence
of Sound Transit. Licensee specifically assumes potential' liability for any claim,
demand, and/or cause of action brought by, or on behalf of; any of its employees or
agents- against Sound Transit. For this purpose, Licensee, by mutual negotiation, hereby
waives, with respect to Sound Transit only, any immunity that would otherwise be
available to Licensee against such claims under the industrial insurance provisions of
Title 51 RCW or any applicable industrial insurance, disability act or employee benefit
act of any other jurisdiction that would be applicable in case of such a claim.
In addition to all other indemnities provided in this License, the City agrees to protect,
defend, and indemnify and hold.Sound. Transit harmless for any suits, claims, damages,
�triet liabilities, and costs or liabilities associated with the presence, removal or
remediation of any Hazardous Substance (including petroleum' and gasoline products)
that, are released onto o'r ftm the License Area,. or otherwise come to be located on the
License Area as a result of thb City's use of the License Area, including the construction,
reconstruction, alteration, maintenance, operation, repair, removal or relocation of the
City's Facilities, whether (1) made, commenced or incurred during the term of this
License, or (2) made, commenced or incurred after the expiration or termination of this
License If arising out of events occurring during the term of this License. "Hazardous
substances' for purposes of this section include, but are not limited to, those substances
included within the definition of hazardous substances," "hazardous materials,' ."toxic
substances," "hazardous wastes" or solid wastes in any federal, state or loc91 law, statute,
ordinance, regulation, order, or rule pertaining to health, industrial hygiene,
environmental conditions or hazardous substances.. "Costs" shall include, but not be
limited to, all response or remediaiion costs, disposal fees, investigation costs, monitoring
costs, civil or etiminal penalties attorneys' fees; and other litigation costs incurred in
connection with such response or remediation.
12. Insurance.
The ON warrants that it is self insured for public liability, including bodily igjury and
property damage, through a selprogram .sufficient to meet the City's
indemnity obligations under Section 11 herein and at a minimum for Two Million and
no/100 Dollars ($2,000,000.00) per occurrence and agrees to provide acceptable evidence
of its self -insured status to Sound Transit.
In the event the City, after commencement of this• Agreement elects to temrinate its self -
insured status and secure commeroial liability coverage, the City will promptly notify
Sound Transit -and provide a certificate of insurance from an insurer licensed to conduct .
business in the State of Washington in the amounts and types specified below:
The City shall at its expense procure and maintain throughbut the term of the License, the
following insurance policies:
a. Commercial I:iability insurance in amounts of not less than a combined single
limit of $2,000;000 or in such other amounts as Sound Transit may from time tq
Fdm,oes MuW Uma 060611.doo 6 Pieria Wdy
time reasonably require,.msurmg the City", Sound Transit, Sound Transit's.agents
and their respective affiliates against all liabilityfor injury to or death of a person
or persons or damage to property arising from the use and occupancy of the
License Area;
b. Commercial Liability insurance described in (a) above, shall include coverage for
Bodily Injury and. Property Damage Liability, . Personal Injury liability and
4.
containing endorsements covering Contractual Liability, Railroad Exclusion
Deleted to include coverage for work in or around railroads, Fire Legal Liability
and Stop -Gap coverage endorsements sufficient to cover the City's indemnity
obligations hereunder
c, Automobile'Liability insurance in amounts of not less than a combined single
limit of $1,000,000 covering the City's owned, non•owned, leased or rented
vehicles;
d. All-risk Property insurance covering the full value of the City's property and
improvements (including all initial improvements), and other property (including
property of others), in the License Area;
e. Workers' Compensation and Employers' Liability in accordance with the
provisions of Title 51 of the Revised Code of Washington and covering the City's
employee's industrial accidents and injuries.
f. Unless approved by Sound Transit in advance and in writing, the insurance
coverages required by this section shall not be spbjectto any deductible or self -
insured retention's of liability greater than Twenty=five Thousand Dollars .
($25,000) per occurrence. The payment of any such deductible or self -insured
retention of liability amounts remains the sole responsibility of City.
g. Prior to taldng. occupancy, the City 4shall Finnish Sound Transit with a
Certificate(s) of Insurance, executed by a duly authorized representativeof each
insurer, or gther acceptable evidence of insurance showing compliance with the
insurance requirements set forth above and naming Sound Transit as an additional
insured.
13. Liens. The City shall pay for all materials and labor used on the Property and shall not
allow any liens to attach to the Property.
14. Attorneys! Fees. In the event that either party commences litigation or arbitration
proceedings against the'otlier party relating to'the performance or alleged breach of this
License, the prevailing party shall be entitled to all costs,. including reasonable
attorneys' fees incurred, relating to such litigation, urcluding those incurred in the event
of any appeal• .
15. Jurisdiction and Venue.. Any litigation filed by either party arising of or relating to this
License shall be filed in ICiag County Superior Court except as to matters which are
exclusively within the jurisdiction of the Federal Courtand as to such matters venue
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shall be in the Western District of the United States District Court at Seattle,
Washington.
16. Notices. Unless expressly otherwise agreed between the parties every notice or
response required by this L'i'co ee to be served upon Sound Transit or the City shall be
in writing and shall be deemed to have been duly given to the required party: (a) five
(5) business days after being: posted in a properly sealed and correctly addressed.
envelope when hand delivered or sent.by trail, postage prepaid, or (b) upon receipt
when sent by overnight delivery through a nationally recognized courier service which.
provides a receipt of delivery, or (c) upon. receipt when hand delivered. The notices or
responses to Sound Transitshallbe addressed as follows:
Sound Transit
Union Station
401 S. Jackson Street
Seattle, WA 98104
Attn: Property Manager
The notices or responsesIp the City shall be addressed as follows:
City of Auburn
25 West Main Street
Aubum, WA 98001
Attn: Parks, Arts and Recreation Director
Sound Transit and the City may designate such other addresses from time to time by
giving written notice to the other but notice cannot be required to more than one
address.
17.- Miscellaneous. The headings and sections and paragraphs of this Lionse are for
convenience of reference only and am. not intended to Festriet, affect 'or be of any.
weight in the interpretation of construction or the provisions of such sections or
paragraphs. This License contains the entire agreement between the parties and, in
executing it, Sound Transit and the City do not rely .upon any statement, promise, or
representation, whether oral or written, not expressed hetein.
18. Amiznnment. This License and the rights, duties and obligations given hereunder may not
be assigned, transferred; or otherwise conveyed by the City, without the prior written
consent of Sound Transit.
Fumef�Mtrkallanw 660611;doc. 7 Pltaw initlel
IN WITNESS WHEREOF the parties hereto have signed this License as of the day and year first
above written.
-SOUND TRANSIT: CITY:
CENTRAL PUGET SOUND REGIONAL CITY OF .AUBURN
e NPcr•
Approved as to Form:
APPROVAL ON FILE
Signature
Name
Sound Transit Legal Counsel
JUN 8 2011
Date
Attest:
S3�tUre
NamelI`itle
Approved as to Form:
Aubum'City Attorney
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THE LICENSEAREA
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2.5 (d) Snecial.Events. City may request the right to use all or a portion of the Plaza, for
itself or third persons for special events. Sound Transit shall grant such right provided that the
requested use is consistent: with Sound Transit's reasonable written policies for public use of the
Plaza in effect at the time of the request and that the proposed use will not unreasonably interfere
with the use of the Station for public transit purposes. "Special events" include but are not
limited to sheet fairy, .City shall give Sound Transit not less than thirty (30) days prior written
notice of each special event proposed to be held in the Plaz& if sound Transit determines the
special event is-mcunsistent with its policies or would unreasonably interfere with Sound
Transit's use of the Station for public transit purposes, Sound Transit shall so notify City not later
than seven (1} days after receipt of City's.request. At its expense, City shall provide, perform or
cause to be performed all security, maintenance, set up, take -down, appropriate.cleaning and
refuse pickup and all other services required or. desired by City and those reasonably required by
sound Transit for each special event; both during the special event and promptly after the end of
each special event authorized under this Section 2.5(d). Any damage to the Plaza suffered
.during such special event shall be repaired by City at its expense unless (i) caused by Sound
Transit or its customers, contractors, invitees or licensees in which case Sound Transit shall
repair such damage at: its expense or (ii) caused by an occur rence• that is unrelated to the special
event. If City derives any revenue from a special event under this Section and such revenue
exceeds City's, costs of the special event, then unless otherwise agreed Sound Transit shall be
entitled to fifty percent (50%) of such excess in exchange for City's use of the Plaza. for such
special event. For such purposes, City's "revenue" means those charges collected by City from
third parties in.exchange for use:of the Plaza or part thereof during the special event and does pot
include derivative benefits such as tax revenues and City's "costs" includes overhead such as but
not limited to the salaries, wages and benefits paid to City's employees reasonably allocable to
the amount of time .spent by them in connection with the special event, On 4Sound Transifs
request, City shall permit Sound Transit to inspect and copy City's books and records related to a
special event:
Femxrs Ma`IcecLionuo-060611.doc 10