HomeMy WebLinkAboutCentral Puget Sound Regional Transit Authority
LICENSE
THIS LICENSE is made this ~'rtiay of June 2011 between the CENTRAI~ PUGET
SOLJND 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 Ma.in Street, Auburn, WA 98001-
4998 (the "City").
A. Sound Transit owris the property known as the Auburn Multimodal Transit
Facility located at 25 "A" Street SW in Aubum, Washington, and more commonly known as
Auburn Station (the "Property").
B. Sound Transit and the City entered into that certain Lease dated Jurie 26, 2002
for a portion of the Property identified as the Leased Premises as defined in Section 1.5 of tfie
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 a11 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 azeas, 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 Boazd 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 valua.ble 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 pe'rmits City, at City's sole risk, cost
and expense, to conduct a fazmers 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
Exliibit B during the 2011 Season. Any revenue consideration for subsequent Seasons
Farmer's Market License 060611:doc 1 Please Initial
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t: will , be evaluated upon the City's request to extend the License. The Plaza azeas, the
Bus Facilities, and Kiss and Ride Spaces togettier comprise the license azea 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 Mazket 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 sta"tion, or with any electrically controlled railroad signals,
telephone, or other circuifs 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 Mazket 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 commence on June 12, 2011. The City sha11 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 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 iristall any necessary NO PARKING signage on "A" Street
, (eastside of the Pazking 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 yacated Bus Facilities during all
of the normally scfieduled 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 street, cleared for the Temporary Bus Stop.
c. The City shall direct Farmers Mazket customers to pazk only in the City's
designated pazking stalls in the Parking Garage and shall direct a11 overflow
parking to other City owned parking facilities during Sound Transit's special
events to ensure that Sound Transit's commuters and passengers ha.ve adequate
pazking available, Sound Transit's schedule of special events is listed below:
Farmer's Market License.060611.doc 2 Please Iniual ~
,
June 19, 2011 1Vlariners 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 pemut 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 gazage. 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 tlie 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 haye complimentary access to Sound Transit's designated water
supply and available electrical outlets. during the Hours of Operation of the
Farmers' Mazket. 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.
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
bootfi/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 pemutted in the License Area or at the
Property. 1. The City sha11 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 Fanners
Market purposes. `
Farmer's Market License 060611.doc 3 Please Initial
1 ' M. The City must comply with all federal, state and local laws; and all Sound Transit
rules and regulations.
n. Sound Transit's authorized representafives sha11 have free access to the License
_ Area at all times. 5. Construction and Installation of the Farmers Market. T'he 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 boazds having jurisdiction. -
- At the conclusion of each Season and this License; the City sha11 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, sha11 be solely responsible for securing
any and all required franchises and licenses for the Farmers Mazket.
7. Entry by Citv. 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. Safeiv. The City sha11 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 a11 claims,
demands or causes of action and the resulting losses, costs, expenses, reasona.ble
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 sha11 be
valid and enforceable only to the extent of the negligence of Licensee, its agents,
Farmer's MarkeA License 060611.doc 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, acUons, 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 a11 other indemnities provided in this License, the City agrees to protect,
defend, and indemnify and hold Sound Transit harmless for any suits, cla.ims, damages,
strict liabilities, and costs or liabilities associated with the presence, removal or
remediation of any Hazardous Substance (including petroleum and gasoline products)
tha.t aze 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 tlus
License, or (2) made, commenced or incurred after the expiration or ternunation of this
License if arising out of events occurring during the term of this License. "Hazardous
substances" for purposes of this section include, but aze 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" sha11 include, but not be
limited to, all response or remediation costs, disposal fees, investigation costs, monitoring
costs, civil or c?iminal 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 sfatus 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 aninsurer licensed to conduct ~
business in the Sta.te of Washington in the amounts and types specified below:
The City sha11 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 t
Farmer's Market License 060611.doc , 5 Please Initi
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 azound railroads, Fire Lega1 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
covera.ges required by this section sha11 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 'sha11, fiunish 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 nam.ing Sound Transit as an additional
insured.
13. Liens. T'he City shall pay for a11 materials and labor used on the Properiy and shall not
allow any liens to atfach to the Property. 14. Attomeys' 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 tb 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 aze
exclusively within the jurisdiction of the Federal Court and as to such matters venue
Please Inidal ~
Farmer's Market License 060611.doc 6
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 sha11 be
in writing and shall be deemed to have been duly given to the required party: (a) fiv.e
, (5) business da.ys 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 ovemight 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 Aubum ,
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 pazagraphs of this License are for
convenience of reference only and aze not intencled 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.
Farmer's Market License 060611.doc 7 Please Initial
IN WITNESS WHEREOF the parties hereto ha.ve signed this License as of the day and year first
above written.
SOUND TRANSIT: CITY:
CENT'RAL PUGET SOUND gtEGIONAL CITY OF AUBURN
T SIT AUTHORITY .
- - a - = Signature
Y)2MZ AM
itle Title
- JUN 9 2011
Date Date
Attest: Attest:
,
Si ature Signature
g 1cak-p- - S ' .1~~. 6
Naine/Title Name/Title
Approved as to Form: Approved as to Form:
APPROVAt..ON FILE
Signature ature
~
Name ame
Sound Transit Legal Counsel Auburn City Attorney
Fazmer's Market License 060611.doc 8
~ EXHIBIT A
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Fazmer's Market License 060611.doc 9 Please Initial
- EXHIBIT B
2.5 (d) Special Bvents. City may 'request the riglit to use all or a portion of the Plaza, for
itself or third persons for special events. Sound Transit sha11 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 ofthe 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 tha.n thirty (30) da.ys 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 urider tlus 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 dama.ge 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 chazges collected by City from
third parties in exchange for use of the Plaza or part thereof during the special event and does nof
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 ainount of time spent by them in connection with tlie special event. On 'Sound Transit's
request, City shall perrnit Sound Transit to inspect and copy City's books and records related to a
special event: Farmet's Market License 060611.doc 10 Please