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HomeMy WebLinkAbout2013T SOUNDTRANSIT May 17, 2013 Lisa Moore City of Auburn 25 West Main Street Auburn, WA 98001 RE: LICENSE —AUBURN FARMER'S MARKET Dear Ms. Moore: Enclosed is one fully signed original of the License Agreement for the upcoming 2013 Auburn Farmers Market held at Auburn Station. It was a pleasure working with you. Please call me at 206.398.5430 if you have any questions. Sin rely, 4nel Marmion Leasing Document Coordinator Sound Transit 401 S. Jackson St., MS01S-2 Seattle, WA 98104 Direct: 206.398.5430 Fax: 206.689.4975 vela. marmion(c�soundtransit. oro Enclosures CHAIR Pat McCarthy Pierce County Executive VICE CHAIRS Julia Patterson King ComrN Cwmcihnember Aaron Reartlon Snohmnish Count' Executive BDARO MEMBERS Claudia Balducci Dellevue Coaneibnerr,ber Fred Buller fssaquah Council President Richard Conlin Seattle Coune/lnren,ber Dow Constantine King Counry Executive Dave Earling Edmonds Mayor• Dave Enslow Sumner Nfa)wt John Marchione Eednnond d4ayar Joe McDermott Kiug Comity Com,ctlmember Mike McGinn Seattle Mayor Mary Moss Lakewood Councilnrember Lynn Paterson VI'asbingrar Slate Secretary of Tran portatian Larry Phillips King Canny Councilinembei Paul Roberts Ereretl Councilmember Marilyn Strickland Tacoma Mayor Peter von Reichbauer King Comity Councilmember• CHIEF EXECUTIVE OFFICER Joni Earl Central Puget Sound Regional Transit Authority •Union Station 401 S. Jackson St., Seattle, WA 98104-2826 •Reception: (206) 398-5000 •FAX: (208) 398-5499 www. soundlrensit. org ST13 - 243 LICENSE THIS LICENSE is made this 3rd day of May 2013 between the CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY, 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 more commonly known as Auburn Station (the "Property"). B. Sound Transit and the City entered into that certain Lease dated June 26, 2002 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 right to 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 market in the two Plaza areas, the Kiss and Ride Spaces, and the driveway between the two Plaza areas that is used by King County Metro and Sound Transit 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 2013 farmers market and rerouting of the buses and paratransit vehicles. F. The City will provide an alternate bus route on "A" Street during the farmers market (the "Temporary Bus Stop"). G. Sound Transit has received approval from King County Meho and the Sound Transit Board to vacate the Bus Loop and the Bus Stop (collectively the "Bus Facilities"), 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. H. Sound Transit will be performing required maintenance on the Bus, Station, Platform, and Plaza facilities during the period between May 1, 2013 and October 31, 2013. Sound Transit's planned work will require temporary closure of the Bus Loop and adjacent areas for approximately four to six weeks. Sound Transit will work with the City and King County Metro to identify areas on the street adjacent to the Property to use as temporary bus bays. Other areas, including the shelters and plaza may experience closures. Temporary construction scaffolding and fencing will be present during shelter renovation as well. The City recognizes and acknowledges that Sound Transit's planned work may impact their ability to conduct the Farmer's Market License 2013.doc farmers market activities in whole or in part. Sound Transit will attempt to schedule the work to minimize interference with the 2013 farmers market. Now, therefore, in consideration of the covenants and promises contained in the License, and other valuable consideration, the parties agree as follows: 1. License. In consideration of good and valuable consideration, the sufficiency of which is hereby acknowledged, Sound Transit hereby permits City, at City's sole risk, cost 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 2013 Season. Any revenue consideration for subsequent Seasons will 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, repair, 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 Farmers Market in the License Area weekly on sixteen consecutive Sundays beginning on the second Sunday of June and ending on the fourth 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 ("Hours of Operation"). This eight -hour time frame includes time for set-up and take -down. The term of this License shall commence on June 9, 2013. The City shall have the option of extending the term each year for successive Seasons upon providing written notice to Sound Transit at least ninety (90) days in advance of the beginning of each successive Season. The City acknowledges that King County Metro and Sound Transit 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 install any necessary NO PARKING signage on "A" Street (eastside of the Parking Garage) to prevent vehicle parking and keep the street clear to accommodate the rerouted bus and paratransit traffic. Farmer's Marke[ License 2013.doc 2 Please lnitia (2) Provide and install temporary signage at the Bus Facilities to direct commuters and passengers to the Temporary Bus Stop and alternate bus stops if required. (3) Provide a designated person to stand at the vacated Bus Facilities during all of the normally scheduled bus and paratransit route hours and direct commuters and passengers to the Temporary Bus Stop or alternate bus stop. b. The City shall have any vehicles parked on A Street or the Temporary Bus Stop towed to keep the street cleared for the Temporary Bus Stop. c. The City shall direct Farmers Market customers to park only in the City's 42 designated parking stalls in the Parking Garage and shall direct all overflow parking to other City owned parking facilities during 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: June 9, 2013 Mariners vs New York June 23, 2013 Mariners vs Oakland one 30, 2013 Mariners vs Chicago July 14, 2013 Mariners vs Los Angeles July 20, 2013 Sounders vs Colorado July 28, 2013 Mariners vs Minnesota August 11, 2013 Mariners vs Milwaukee August 25, 2013 Mariners vs Los Angeles September 8, 2013 Mariners vs Tampa Bay TBD September 22, 2013 Seahawks vs Tennessee Sound Transit will provide notice to City if any additional events are scheduled. d. The City shall install an approved barrier at the west end of the License Area barring access to the railroad tracks. e. The City may permit artists to create and display chalk art on the surface area of the plaza area near the bike lockers in the area depicted on Exhibit A. The City is responsible to ensure that only nontoxic, environmentally friendly, water- soluble chalk is used. The City understands that Sound Transit's planned maintenance activities may impact the appearance of the chalk art display. The City shall be responsible to ensure that the chalk art is kept within an acceptable standard of public display, or may elect to remove the display if it becomes damaged. Sound Transit may request that the chalk art be redrawn or removed at any time the chalk art appears to be unsuitable for public display. Upon the conclusion of the Season, the City, at its expense, shall restore the area to as good or better condition as existed prior to the beginning of the Season. Farmer's Markel License 2013.doo 3 Please 6iiti�ao!� £ 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 restrooms 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 License Area. k. Open fires and lighted candles are not permitted in the License Area or at the Property. I. The City shall be responsible for clean-up and removal of any debris and trash from the License Area resulting from the City use of the License Area for the Farmers Market. m. The City must comply with all federal, state and local laws and all Sound Transit rules and regulations. n. Sound Transit's authorized representatives shall have free access to the License Area at all times. 5. Construction and Installation of the Farmers 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 restore the License Area to as good or better condition as existed prior to the commencement of construction and installation. Farmer's Market License 2013.doc 4 Please Ini 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. EntrybCity. 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. Any access required outside of the scheduled Term and Hours of Operation set forth in Section 3 shall be coordinated with Sound Transit's Property Management Assistant Manager, Steve Sawyer, by telephoning 206.398.5355 or 206,999,3122 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. Safe .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 (together "Sound Transit") 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 property rights and or permission to install, operate, or maintain the Facilities. To the extent that RCW 4,24,115 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, 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. Farmer's Market License 20I3.doc 5 Please Ip 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, strict 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 or from the License Area, or otherwise come to be located on the License Area as a result of the City's use of the License Area, including the construction, reconstruction, alteration, maintenance, operation, repair, removal or relocation of the City's Facilities, whether such claims are made, commenced or incurred during the term of this License, or after the expiration or termination of this License as a result 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 local 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 remediation costs, disposal fees, investigation costs, monitoring costs, civil or criminal penalties, attorneys' fees, and other litigation costs incurred in connection with such response or remediation. 12. Insurance. The City warrants that it is self -insured for public liability, including bodily injury and property damage, through a self-insurance program 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 self4risured status to Sound Transit. In the event the City, after commencement of this Agreement elects to terminate its self - insured status and secure commercial 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 throughout the term of the License, the following insurance policies: a. Commercial Liability 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 to time reasonably require, insuring the City, Sound Transit, Sound Transit's agents and their respective affiliates against all liability for 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 containing endorsements covering Contractual Liability, Railroad Exclusion Deleted to include coverage for work in or around railroads, Fire Legal Liability Farmer's Market License 2013.doc 6 Please Initia 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. £ Unless approved by Sound Transit in advance and in writing, the insurance coverages required by this section shall not be subject to any deductible or self - insured retentions 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 taking occupancy, the City shall furnish Sound Transit with a Certificate(s) of Insurance, executed by a duly authorized representative of each insurer, or other acceptable evidence of insurance showing compliance with the insurance requirements set forth above and naming Sound Transit as an additional insured. A copy of the Additional Insured Endorsement(s) must be attached to the required Certificate(s) of Insurance. 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 other 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, including 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 King County Superior Court except as to matters which are exclusively within the jurisdiction of the Federal Court and as to such matters venue 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 License 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 Farmer's Market License 2013.doc 7 Please Initiat* envelope when hand delivered or sent by mail, 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 Transit shall be addressed as follows: Sound Transit Union Station 401 S. Jackson Street Seattle, WA 98104 Attn: Property Management Manager The notices or• responses to the City shall be addressed as follows: City of Auburn 25 West Main Street Auburn, 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 License are for convenience of reference only and are not intended to restrict, 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 herein. 18. Assignment. 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, IN WITNESS WHEREOF the parties hereto have signed this License as of the day and year first above written. [SIGNATURES APPEAR ON NEXT PAGE] Farmer's Marke[ License 20I3.doc 8 Please fni[ia��� SOUND TRANSIT: CENTRAL PUGET SOUND REGIONAL Approved as to Form: APPROV/�.L OI�I FILE Signature Name Sound Transit Legal Counsel CITY: Signature Title MAY R 2013 Date Attest: Signature Name/Title Auburn City Attorney farmers Marke[ Liccnsc 2013.doc EXHIBIT A THE LICENSE AREA Auburn Int'I Farmers Market � 2013 Site •Plan as of9/10/13 52 51 50 49 48 Fzrtncr's Mzrket License 2013.doc 10 Plczsc lniliail�'/ /kFN EXHIBIT B 2.5 (d) Special 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 street fairs. City shall give Sound Transit not less than thirty (30) days prior written notice of each special event proposed to be held in the Plaza. If Sound Transit determines the special event is inconsistent 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 (7) 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 occurrence 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 not 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 Sound Transit's request, City shall permit Sound Transit to inspect and copy City's books and records related to a special event. Farmer's Market License 2013.doc I 1 Please Initia�