HomeMy WebLinkAbout3469 RESOLUTION NO. 3 4 6 9
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
COUNCIL OF AUBURN, WASHINGTON, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A LEASE
AGREEMENT BETWEEN THE CITY OF AUBURN AND THE
CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY
(SOUND TRANSIT).
WHEREAS, the City of Auburn and the Central Puget Sound Regional
Transit Authority (Sound Transit) have been working cooperatively on the
development in utilization of the Sound Transit - Auburn Station, including
parking garage, plaza and retail spaces; and
WHEREAS, corollary to the Station activities, the City and Sound Transit
have cooperated in the construction of the Auburn Station and Sound Transit
has, on behalf of the City, constructed certain retail spaces available within the
City and over which the City has operational and management responsibilities;
and
WHEREAS, in order to manage and coordinate this retail space, in
cooperation with Sound Transit, the City and Sound Transit have negotiated a
lease acceptable to both parties; and
WHEREAS, it is also appropriate for the lease to address on-going
maintenance and operation responsibilities and relationships between the
City and Sound Transit for the retail space, as a master lease,
accommodating the individual leases into which the City of Auburn would
enter with subtenants; and
Resolution No, 3469
May 14, 2002
Page 1 of 3
WHEREAS, the City Council has heretofor authorized the leasing
arrangements in concept and has allocated resources in support thereof, with
its adoption of Resolution 3278, passed on November 6, 2000; and
WHEREAS, the City also is envisioned to have responsibility for 180
parking spaces in the Sound Transit - Auburn Station, which can be used for
retail parking in the downtown area.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, HEREBY RESOLVES as follows:
Section '1. The City Council approves the the lease in substantially
the form as set for in Exhibit "A" between the Central Puget Sound Regional
Transit Authority (Sound Transit) as landlord and the City of Auburn, as tenant,
a copy of which is attached hereto, marked as Exhibit "A" and incorporated
herein by this reference.
Section 2. That the Mayor and City Clerk are authorized to execute
the lease in substantially the form as set forth in Exhibit "A", and the Mayor is
further authorized to take such other and further actions as are necessary and
convenient for the management space over which the City has responsibility,
including executing sub-leases with merchants, and managing the 180 parking
spaces in accordance with the City's parking plan.
Section 3. That this resolution shall be in full force and affect upon
passage and signatures hereon.
DATED and SIGNED this Z-O'"~day of May, 2002,
Resolution No. 3469
May 14, 2002
Page 2 of 3
CITy Of AUBURN.~
PETER B. LEWIS
MAYOR
ATTEST:
Dan~lle E. Daskam,
City Clerk
Resolution No, 3469
May 14, 2002
Page 3 of 3
LICENSE
t4 3.(0. ( 1
THIS LICENSE is made this 20th day of April, 2009, between the CENTRAL PUGET
SOiJND 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").
WHEREAS, 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"); and
WHEREAS, 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; and
WHEREAS, 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; and
WHEREAS, the City desires to hold a public market in the Plaza area and the Kiss and
Ride Spaces of the Property and has requested use of the Plaza area and Kiss and Ride Spaces for
this ongoing weekly special event; and
WHEREAS, Sound Transit agrees to allow the use of the Plaza area 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, 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 area 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
initial 2009 Season. Any revenue consideration for subsequent Seasons will be
evaluated upon the City's request to extend the License. The Plaza area and Kiss and
Ride Spaces are more particularly depicted and described 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 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.
Farmer's Market ST Redline 042009 1 ~
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 last Sunday of September (the "Season") during the term of
this License. The Hours of Operation for each Sunday shall be from 10:00 AM to 4:00
PM. This six-hour time frame includes time for set-up and take-down. The term of this
License shall commence on June 14, 2009. 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.
4. Conditions of Use.
a. The City acknowledges that the License Area consists of two plaza areas
separated by a driveway used by King County Metro to provide scheduled bus
service to transit riders. This driveway is referred to as the "Bus Loop". To
comply with Sound Transit's and King County Metro's safety requirements, the
City, at its sole cost and expense, shall install a barrier approved in advance by
Sound Transit to separate the Bus Loop from the two separate plaza areas and
the parking garage to prevent random pedestrian access. The barrier will
enclose each side of the Bus Loop to prevent pedestrians from crossing. In
addition, the City shall install an approved barrier at the west end of the License
Area barring access to the railroad tracks.
b. The City acknowledges that King Country Metro will be using the Bus Loop
during the Hours of Operation of the Farmers Market and agrees that its use of
the License Area will not interfere with transit operations.
c. 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.
d. 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.
e. The City and Sound Transit agree to meet prior to the opening of the Farmers
Market to review safety plans.
f. 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.
g. The City shall be responsible for enforcing its noise and nuisance codes in the
License Area.
h. 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's use of the License Area for the Farmers
Market purposes.
j. The City must comply with all federal, state and local laws; and all Sound Transit
rules and regulations.
k. 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.
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 bv CitX. 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 Assistant
Property Manager 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 prior notice.
9. Safetv. 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
property rights and or permission to install, operate, or maintain the Facilities.
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 (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 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 self-insured 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
&I
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
and Stop-Gap coverage endorsements sufficient to cover the City's indemnity
obligations hereunder;
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;
C. 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. 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.
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. Attornevs' 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. Notice. 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 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 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. Assigmment. This License and the rights, duties and obligations given hereunder may not
be assigned, transferred, ar 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.
SOUND TRANSIT:
Attest:
CITY:
CITY OF AUBURN
" _ ~
Signa ure
/'1 Avffe-
Title
APR 2 4 2009
Date
Attest:
;
Signature Signature
S~v~•~wY6R /~sfr. P~oPI'1lxR.
Name/Title Name/Trtle
Approved as to Form:
APPROVAL. ON FILE
Signature
Name
Sound Transit Legal Counsel
Approved as to Form:
Signature
Name
Aubun-L,City Attorney
CENTRAL PUGET SOUND REGIONAL
EXHIBIT "A"
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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.