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HomeMy WebLinkAboutCentral Puget Sound Regional Transit Authority LICjENSE. THIS LICENSE is made this ay of June 2011 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'l. 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 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 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 Metro 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. Now, therefore, in consideration. of the covenants and promises contained :in the License, and other valuable consideration; the parties agree as follows: 1. .License. Inconsideration of.good-and.valuable consideration; the sufficiency of.wluch 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 is Exhibit B during the 2011 Season. Any revenue consideration for subsequent -Seasons Psmi es Madcet Lice= 06061 Ldoc l Please UAW L.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 last Sunday of September (the "Season") during the tern 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. soot-up and take-down. The term of this License shall commence on June 12, 2011. 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 Metm will vacate. the Bus Facilities on a trial basis and will. evaluate -the impacts to its scheduled service. 4. Conditi ons 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. (2) Provide and install temporary signage at the Bus. Facilities to direct commuters and. 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 and 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 sti+eet. cleared for the Temporary Bus Stop. C. The city shall direct Farmers Market customers to park only in the City's designated parking. stalls in the Parking Garage .and 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? Farmers Mwkct Licata 06061 Ldoc 2 Please WWII June 19, 2011 Mariners vs Philadelphia June 26, 2011 Sounders 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, 2011 Mariners vs Texas September 25, 2011 Seahawks vs Arizona d. The City will permit 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 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 agiez. to meet. prior... to the opening of the Farmers Market to review safety plans. i. 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 Cityshall 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. 1. 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 LicenseArea for the Farmers Market purposes. Z F.W mces Marta Lieem 060611.doe .3 Pk" Initial . 0 in. The City must comply with all federal, state and local laws; and all Sound Transit rules and regulations. n. Sound Transit'$ authorized representatives shall have free access to the License Area at all tunes. 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 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. 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 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. 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 property rights, and or permission to install, operate,, 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, Fmners Market License. 06061 1 ft 4 please initial 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'Tmnsit. 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 bu ushial insuranceprovisions 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, 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 of 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-oceurrence 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 tg Fwaief's Merkel Ucam OW] I Am 5 Please Inw 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 and Stop-Cap 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 subject to 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 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. 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 y shall be entitled to all costs, including reasonable License, the prevailing part 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 Fwmces MukG UPew 060611.4oc 6 Pic=10JOW 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. 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. 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. FamiWs.Mukat Ij.pmw 0606II.doc. 7 Please Initial 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, SIT AUTHORITY . Signature /`li4V daC., Title Title JUN 9.2011 Date Date Attest: Attest: Si Lure: Si ature l yam. L71 ✓i ; N.f G ~Q1C 4t~~G!~ ~~,1C Name/Title __'II Nime/ Title Approved as to Form: Approved as to Form: APPROVAL ON FILE Signature r . Name ame Sound Transit Legal Counsel Auburn City Attorney Farmer's Madmt License 060611 doc 8 EXHIBIT A THE LICENSE: AREA EKftG ffrowbmch © App! booth VON&~ 6= 'iiiiiu IIIII •~~IHItiIJ~lplllll Am& • TabkrL i r. I f: ~ T Y l ' ® ' 1 1 a , ; Auburn Irit'I Fanners J40 wet 2 .11 Site. P an Faime's maeat License 06061 LNoc 9 Please.lnitial EXHIBIT B 2.5 (d) Special .!:vents. 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 ('n. 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. Fanners Market•1.icam 060611.doe 10 Please