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Home My WebLink AboutSound TransitT $OUNDTRANSIT May ]0, 2016 Lisa Moore City of Auburn Property & Facilities Manager 25 West Main Stree[ Auburn, WA 98001 RE: LICENSE — AUBURN FARMER'S MARKET Deaz Ms. Moore: Enclosed is one fuliy signed original of the License Agreement for the upcoming 2016 Auburn Farmers Market held at Auburn Station. It was a pleasure working with you. Please call Angie House at 206.398.543Q or myself, if you have any questions. Property Mar4a�ement Consultant Sound Transit 401 S. Jackson St., MS01 S-2 Seattle, WA 98104 Direct: 206.398.5082 douglas.grieger � sou ndtransit.org Enclosures Central Puget Sound Fegioaal Transit Auttwnty • Union Station 401 S. Jackson St., Seattle, WA 98104-2626 • Reception� (206) 398-5000 • FAX: (206) 398-5499 www. soundtransit.org �� 1, l�.l A ?�,Iln•5 CHAIR Oow ConaGnline e�„x o,�.��, e�r�,��„ VICE CHAIRS Paul Roberts t„�,R c„„�„ ��„��„�n�, Marilyn SVicklend To��nnw Macnr BOAHO MEMBERS Nancy Backua .bih�vn ,Nernr Claudia Beldueei A'rnc ('„�urn (wnmrilmrrrJ�e� Fred Butler n,��r,��d, er�„�,,,� Dave EaAing t:,f,,,,,,��., na.,,�„ Dave Emlow Surrwer M�ieu� RobJohnson .Sriulle Cnunt'iLmvn6rr John Merchione RrJmnnd M��vnr Pat McCarthy iirn e C�amn' F.ir� uarr Joe MCUermon King Cwum Onm� i! Cheir Roger Millar N�,�J�pii�„n SRrtr:1UlnX Srrr'ran �,J Trturv/rur'huinn Mary Mosa l.iA,+,,,,,AC,nu�� ilmnnber Ed Murray Sr��¢!, Merm� Dave SomKs Firlr,irniale Cuunn� F�r�v(irr Dave UptMgrove Rin l' Cn�ouv Cunm ilnn-nihrr Pster von Relchbeuer h'irie G,uu�r (',�unrdnirrnlrr CMIEF E%ECUTIVE OFFlCER Peter M. Rogott STl6 - 343 LICENSE THIS LICENSE is made this ISth day of April 2016 between the CENT'RAL PUGET SOUND REGIONAL TRANS[T AUTHORITY, a regional transit authority formed under the laws of the State of Washington, ("Sound TransiY'), 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 Aubum Station (the "Property"). B. Sound Transit and the City entered into that certain Lease dated June 26, 2002 for a portion ofthe Property identified as the Leased Premises as defined in Section I.5 ofthe 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, induding street fairs. D. The Ciry 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 ([he "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 2016 farmers market and rerouting ofthe 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 Boatd 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 may be performing required maintenance on the Bus Loop and Parking Lot facilities during the period between July 1, 2016 and December 31, 2016. Sound Transit's planned work will require temporary closure of the bus loop for 6-8 weeks as the existing concrete is repaired. 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. Temporary construction fencing will be present during the required maintenance period. The City recognizes and acknowledges that Sound Transit's planned work may impact their ability to conduct the farmers market activities in whole or in part. Sound Transit will attempt to schedule the work to minimize interference with the 2016 farmers market. Fermefs Market L�cense 2016.docx 1 Please Imnal � 1 r/ Now, therefore, in consideration of the covenants and promises contained in the License, and other valuable consideration, the parties agree as follows: 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 MarkeP' and that any permit fees charged for vendor space shall not be considered "revenue" as set forth in Exhibit B during the 2016 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 PropeRy 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 Ooeration. The City may operate the Farmers Market in the License Area weekly on seventeen consecutive Sundays beginning on the first 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 7:00 AM to 5:00 PM ("Hours of Operation"). This ten-hour time frame includes time for set-up and take- down. The term of this License shall commence on June 5, 2016. 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 serv�ce. 4. Conditions of Use. a. The City, at its expense, shall: (1) Provide and install any necessary NO PARKING signage on "A" Street (eastside ofthe Parking Garage)to prevent vehicle parking and keep the street clear to accommodate the rerouted bus and paratransit traffic. (2) Provide and install [emporary signage at the Bus Facilities [o direct commuters and passengers to the Temporary Bus Stop and alternate bus stops if required. Farmds Markel Licrnse 2016 docx 2 Pkase Imtial � � (3) Provide a designated person to stand at the vacated Bus Facilities during all of the normally scheduled 6us and paratransit route hours and direct commuters and passengers to the Temporary Bus Stop or alternare bus stop. (4) Reimburse Sound Transit for any and all Pacilities staff overtime associated with support of this license and/or oversight to verify compliance. Somid Transit wi11 make a good faith effort to minimize and/or eliminate the need for overtime if possible. 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 TransiYs commuters and passengers have adequate parking available. Sound Transit's schedule of special events is listed below: June 12, 2016 Mariners vs Texas June 26, 2016 Mariners vs St. Louis July 3, 2016 Mariners vs Baltimore July 17, 2016 Mariners vs Houston July 31, 2016 Sounders vs Los Angeles August 7, 2016 Mariners vs Los Angeles August 14, 2016 Sounders vs Salt Lake August 21, 2016 Mariners vs Milwaukee September 4, 2016 Mariners vs Los Angeles September I l, 2016 Seahawks vs Miami September 18, 2016 Mariners vs Houston September 25, 2016 Seahawks vs San Francisco 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 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. f. The City shall have complimentary access to Sound Transit's designated water supply and available electrical outlets during the Hours of Operation of the Farmer's Market License 2016.docx 3 Please Innial � Farmers Market. The City shall be responsible for reasonable use ofthese utilities and shall ensure they are properly shut off at the end of the Hours of Operation. g. The City and Sound Trensit agree to meet prior to the opening of the Farmers Market to review safety plans. h. The City agrees to make available ro Sound Transit or King Country Metro a location within the License Area where they can install a complimentary booth/stall for promotional purposes. i. The City shall be responsible for enforcing its noise and nuisance codes in the License Area. Open fires and lighted candles are not permitted in the License Area or at the Property. k. The City shall be responsible for clean-up and removal of any debris, vash, stains, concrete discoloration, etc. from the License Area including the restrooms resulting from the City's use of the License Area for the Farmers Market during and at the conclusion of each market day. I. The City must comply with all federal, state and local laws and all Sound Transit rules and regulations. m. Sound Transit's authorized representatives shall have free access to the License Area at all times. 5. Construction and [nstallation 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 havingjurisdiction. At the conclusion of each Season and this License, the City shall prompdy 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 Citv. The City may access the License Area provided that such access does not inrerfere 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 by telephoning 206.999.3122 forty-eight (hours) prior to accessing the License Area. Farmefs Market License 2016.docx 4 Pleaze Inilial � 1 T� 8. Revocation. Either party may revoke this License at any time by giving the other party thirty (30) days advance written 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 (together "Sound TransiY') 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 [o obtain necessary property rights and or permission to install, operate, or maintain the Facilities. To the extent that RCW 4.24.1 15 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 agenu 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, 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 othenvise 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, opera[ion, 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 defini[ion of "hazardous substances," "hazardous materials," "toxic substances," "hazardous wastes" or solid wastes in any Farmer's Muket License 2016.d«x 5 Please Imnel � � federal, state or local law, statute, ordinance, regulation, order, or rule pertaining to health, industrial hygiene, emironmental 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 l 1 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. [n the event the City, after commencement of this Agreement elects to terminate its self- insured status and secure commercial liability coverage. the City will prompdy 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>OOQ000 or in such other amounts as Sound Transit may from time to time reasonably require, insuring the City, Sound Transit, Sound TransiYs 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, Aailroad Exclusion Deleted to indude 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 [he 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 [he City's employee's industrial accidents and injuries. Farmer's Marke� Uceme 2016 docz fi Please Innial I`/�l7 �T 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. I4. 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. I5. Jurisdiction and Venue. Any litigation filed by either party arising of or relating to this License shall be filed in King County 5uperior Court except as to matters which are exclusively within thejurisdiction of [he Federal Court and as to such matters venue shall be in the Western District of the United 5tates District Court at Seatde, Washington. 16. Notices. Unless expressly otherwise agreed between the parties every notice or response required by this License to be served upon Sound "I�ransit 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 correcdy 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 5eattle, WA 98104 Attn: Property Management Manager Farmers Market Lmaue 2016 docx 7 Please Imual jrie _ � I N� The notices or responses to the City shall be addressed as follows: City ofAuburn 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 [ime 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 res[rict, 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. I8. Assignment. This License and the rights, duties and obligations given hereunder may not be assigned, transferred, or othenvise conveyed by the City, without the prior written consent of Sound Transit. IN W['I'NESS WHEREOF the parties hereto have signed this License as of the day and year first above written. [SIGNATURES APPEAR ON NEXT PAGE] Farmer's Marktl License 2016.docz B Plea.se Imtial IVLA �T SOUND TRANSIT: CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY Approved as to Form: APPRov�� Signature pN FILE Name Sound Transit Legal Counsel FarmeVs Markel Ucense 2016.docz CITY: CITY OF AUBURN Si nature Title APR 2 6 2016 Date Attest: ,��°�'`n �� Signature/ / A // // 1�'1<+lel�cJ� .�*tC4 w. C.: � u'�l�. Name/Title Name Auburn City Attomey EXHBIT A IIIIsr�+rn,�.a ..,..�.,.M_ . ,.. �.....��_-• •_. ��:�,r,� � cM�� ' EXi�1RG STATIp �T � ■ f�d n�d� I 1 � r—� �—� � I , a . ❑ ��.J��—. �� r � AIFM bootl� �`j'"� � ,. 1111� Bke Lodxn I • � ' � ' .. , . , ,. w/Electrical �� III �� ..�.�i��u�� W.� • . � ❑ � ❑�� •' �•,. � * Tnsl✓Recyck � �,� ��' � . y ` ti� "A� �� T� - G:.��,... . ` ' ��i�`✓ \ � • � � Auburn Int'I Farmers Ma ud IISII� � 2016 ? � u :� � �: � ' O ' O � LL,, �� farmcr's Market License 2016.dcex 10 Pleue Inilial p{�{J 7 ;\�VJ EXHIBIT B 2S (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 ofthe Station for public transit purposes. "Special events' include but are no[ limited to street fairs. City shall give Sound Transit not less [han [hirty (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 othenvise agreed Sound Transit shall be entitled to fifry 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. �ermer's Market License 2016.docx I 1 Please Innial�