HomeMy WebLinkAboutLW15-016 - Original - Oakleigh Homeowners Association - Fence Installation - 01/21/2015 i
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CONTRACT COVER SHEET
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This is to be completed by the Contract Manager prior to submission
to City Clerks Office. All portions are to be completed.
If you have questions, please contact City Clerk's Office.
Vendor Name: Oakleigh Homeowners Association
Vendor Number:
7D Edwards Number
Contract Number: LW15-016
This is assigned by City Clerk's Office
Project Name: Fence Installation in the city's right-of-way in Oakleigh Development
Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ❑ Contract
❑ Other:
Contract Effective Date: 1/21/2015 Termination Date:
Contract Renewal Notice (Days):
Number of days required notice for termination or renewal or amendment
Contract Manager: Kim Komoto Department: Law
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Contract Amount:
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Approval Authority: ❑ Department Director ❑Mayor ❑City Council
Detail: (i.e. address, location, parcel number, tax id, etc.):
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adccW10877 814 ICI
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LIMITED LICENSE BETWEEN
THE CITY OF KENT AND
OAKLEIGH HOMEOWNERS ASSOCIATION
PARTIES
THIS LIMITED LICENSE ("License") dated as of ("Effective
Date") is between the CITY OF KENT, a Washington Municipal Corporation
("City"), and Oakleigh Homeowners Association, a Washington nonprofit corporation
("Licensee").
RECITALS
1. Licensee seeks to install a fence in the City of Kent.
2. Licensee has requested that the City grant a permit to use City right-
of-way to install a fence within the City.
3. The City has agreed to issue this license.
NOW, THEREFORE, THE CITY AND LICENSEE AGREE AS FOLLOWS:
LICENSE
1. License Granted. The City grants this License ("License") for a
period of five (5) years from the Effective Date (the "Term") for Licensee to install a
fence at the Oakleigh subdivision ("Premises") across, along, in, upon, and under
the City's right-of-way described in Exhibit A ("Property"). Unless this license is
terminated as provided in Section 3 of this License, City and Licensee agree that
this License shall automatically renew at the end of the Term, and a new five (5)
year Term shall commence if Licensee does not respond to the City after receipt of
notice of expiration from the City. The foregoing renewal process shall repeat itself
automatically at the end of each Term. This License is subject to all the terms and
conditions established below.
2. Damage to Property and Restoration. Licensee shall repair any
damage to the Property caused by the installation, construction, operation,
maintenance, removal, repair, reconstruction, replacement, use, and inspection of
the Improvements on the Property. Upon revocation, termination, or expiration of
this License, Licensee shall restore the Property to its original condition prior to the
issuance of the License. Such restoration obligation shall survive the expiration of
this License.
(0273 L07G.DOCX;2}
LIMITED LICENSE--Page 1 of 8
(between City of Kent and Oakleigh Homeowners Association)
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3. Revocation and Termination. The intent of this License is to
authorize Licensee to install a fence on the designated City right-of-way, which
right-of-way constitutes a valuable property interest owned by the City. This
License does not grant an estate in the land described as the Property; it is not an
easement; it is not a franchise; it is not exclusive; and it does not exclude the City
from full possession of the Property. As a License upon real property, it is revocable
at the will of the City. However, prior to termination or revocation by the City, the
City shall provide Licensee with at least fifteen (15) calendar days' written notice of
termination or revocation. Upon receipt of such notice from the City, Licensee is
required to remove all Improvements and restore the Property pursuant to Section
2. If Licensee fails to remove the Improvements within the allotted time, the City
may remove all or part of the Improvements, restore the Property, and recover the
costs of such removal and restoration from Licensee. Licensee waives any right it
may have to any claim for damages of any kind incurred as a result of the City's
removal of all or part of the Improvements.
4. Permits Required. The City's grant of this License does not release
Licensee from any of its obligations to obtain applicable local, state, and federal
permits necessary to install, construct, operate, maintain, remove, repair,
reconstruct, replace, use, and inspect the Improvements. Licensee's failure to
comply with this Section 4 shall constitute grounds for immediate revocation by the
City.
S. Maintenance. Licensee shall maintain the Improvements and
Property in a clean, well-kept, orderly condition to the satisfaction of the City.
Licensee shall promptly make repairs at Licensee's cost, as necessary, to ensure
the Improvements and Property are kept in good condition to the satisfaction of the
City.
6. Emergency. In the event of any emergency in which any portion of
the Improvements breaks, becomes damaged, or in any other way becomes an
immediate danger to the property, life, health, or safety of any individual, Licensee
shall immediately take the proper emergency measures to remedy the dangerous
condition without first applying for and obtaining a permit as required by this
License. However, this emergency work shall not relieve Licensee from its
obligation to obtain all permits necessary for this purpose, and Licensee shall apply
for those permits within the next two (2) succeeding business days.
7. Indemnification. Licensee shall comply with the following
indemnification requirements:
7.1 Licensee shall defend, indemnify, and hold the City, its officers,
officials, employees, agents, assigns, and volunteers harmless from any and all
{0273107&DOCX;2}
LIMITED LICENSE--Page 2 of 8
(between City of Kent and Oakleigh Homeowners Association)
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claims, actions, injuries, damages, losses, or suits, including all reasonable legal
costs, witness fees, and attorney fees, arising out of or in connection with the
performance of any of Licensee's rights or obligations granted by this License,
except to the extent caused by or resulting from the sole or concurrent negligence
of the City, its officers, officials, employees, agents, assigns, contractors,
volunteers or invitees, pursuant to RCW 4.24.115.
7.2 The City's inspection or acceptance of any of Licensee's work
when completed shall not be grounds to avoid any of these covenants of
indemnification.
7.3 These indemnification obligations shall extend to any claim,
action or suit that may be settled by compromise, provided that Licensee shall not
be liable to indemnify the City for any settlement agreed upon without the consent
of Licensee; however, if Licensee consents to the agreed upon settlement, the
Licensee shall indemnify and hold the City harmless as provided for in this Section 7
by reason of that settlement. Moreover, if Licensee refuses to defend the City
against claims by third parties, Licensee shall indemnify the City regardless of
whether the settlement of such claims is made with or without Licensee's consent.
7.4 In the event that Licensee refuses to accept tender of defense in
any claim, action, or suit by a third party pursuant to this Section 7 and if
Licensee's refusal is subsequently determined by a court having jurisdiction (or
such other tribunal that the parties shall agree to decide the matter) to have been a
wrongful refusal, then Licensee shall pay all the City's costs for defense of the
action, including all reasonable legal costs, witness fees, and attorney fees and also
including the City's costs, including all legal costs, witness fees and reasonable
attorney fees, for recovery under this Section 7 indemnification clause.
7.5 The provisions of this Section 7 shall survive the expiration or
termination of this License.
8. Insurance. Licensee shall procure and maintain for the duration of
this License, insurance of the types and in the amounts described below against
claims for injuries to persons or damage to property that may arise from or in
connection with the performance of the work by Licensee. Licensee also agrees to
require the same coverage of its agents, representatives, employees, contractors,
subcontractors, consultants, subconsultants, or assigns performing work under the
scope of this License and to assure that such coverage is maintained.
8.1 Licensee shall provide a Certificate of Insurance evidencing
Commercial General Liability insurance written on an occurrence basis with limits no
less than $1,000,000 combined single limit per occurrence and $2,000,000 general
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LIMITED LICENSE--Page 3 of 8
(between City of Kent and Oakleigh Homeowners Association)
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aggregate for personal injury, bodily injury and property damage.
8.2 Any payment of deductible or self-insured retention shall be the
sole responsibility of Licensee.
8.3 The City, its officers, officials, employees, agents, assigns and
volunteers shall be named as an additional insured on the insurance policy, as
respects work performed by or on behalf of the Licensee and shall make its
endorsement available for inspection by the Licensor. Licensor waives no rights
and Licensee is not excused from performance if Licensee fails to provide Licensor
with a paper copy of the endorsement naming the City as an additional insured.
8.4 Licensee's insurance shall contain a clause stating that coverage
shall apply separately to each insured against whom claim is made or suit is
brought, except with respects to the limits of the insurer's liability.
8.5 Licensee's insurance shall be primary insurance as respects the
City, and the City shall be given thirty (30) calendar days prior written notice
electronically and by United States mail of any cancellation, suspension or material
change in coverage.
9. Modification. This License may not be modified, altered, or amended
unless first approved in writing by the City.
10. Assignment. Licensee shall not assign all or any portion of its rights,
benefits, or privileges, in and under this License without prior written approval of
the City, which approval will not be unreasonably withheld, conditioned or delayed.
Licensee shall, no later than thirty (30) days prior to the date of any proposed
assignment, file written notice of intent to assign the License with the City together
with the assignee's written acceptance of all terms and conditions of the License
and promise of compliance. Notwithstanding the foregoing, Licensee shall have the
right, without such notice or such written acceptance, to mortgage its rights,
benefits, and privileges in and under this License to the trustee for its bondholders
and assign to any subsidiary, parent, affiliate or company having common control
with Licensee so long as notice of same is provided to the City and provided
Licensee remains fully liable to the City for compliance with all terms and conditions
of this license until such time as the City shall consent to such assignment as
provided above.
11. Compliance with Laws. Licensee shall comply with all federal, state,
and municipal laws, rules, and regulations that are applicable to this License.
f 02731076.DOCX;2)
LIMITED LICENSE--Page 4 of 8
(between City of Kent and Oakleigh Homeowners Association)
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12. Venue and Jurisdiction. This License shall be construed in accordance j
with the laws of the State of Washington. Venue and jurisdiction for the resolution
of disputes shall be in the Superior Court for King County, Washington. In the
event of claim or litigation regarding the enforcement of the terms of this License,
each party shall be responsible for its own legal costs and attorney fees except as
noted in Section 9.
13. Notices. All notices, requests, demands, or other communications
provided for in this License, unless otherwise noted, shall be in writing and shall be
deemed to have been given when sent by registered or certified mail, return receipt
requested, to the addresses listed below for each party, or to such other person or
address as either party shall designate to the other party in writing:
CITY: LICENSEE:
City of Kent Oakleigh Homeowners Association
Attn: City Clerk c/o Mainvue Homes
220 Fourth Avenue South 11100 Main Street Suite 100
Kent, WA 98032 Bellevue, WA 98004
With a copy to:
Cairncross & Hempelmann, P.S.
Attn: Nancy Bainbridge Rodgers
524 Second Avenue Suite 500
Seattle, WA 98104
14. No Waiver of Rights. Nothing in this License shall constitute a
waiver of either party's right to challenge any portion of the License that is not in
accordance with applicable federal, state and local laws.
15. Entire Agreement and Effective Date. This License contains the
entire agreement between the parties and, in executing it, the City and Licensee do
not rely upon any statement, promise, or representation, whether oral or written,
not expressed in this License. This License shall be effective upon the first day
above written ("Effective Date").
16. Warranty of Authority to Execute. Each person executing this
License warrants that he/she has the requisite authority to bind the party for whom
that person is executing.
{02731076.DOCX;2}
LIMITED LICENSE--Page 5 of 8
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(between City of Kent and Oakleigh Homeowners Association)
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CITY OF KENT LICENSEE
By: � "— By:—
ET Print Name: VA1. GS2>A y�e�w�c��✓
ts: g Its: PAe6l,d-eiyr
Date: t- /°J-grsi/
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PACMM ilea\Open pilesi16540aklelgh Development\OakleigL Lunited Nu'swllaoeous Use ljua,.12 31 2014(02731096J)&.
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STATE OF WASHINGTON }
ss.
COUNTY OF KING }
I hereby certify that I know or have satisfactory evidence that Suzette Cooke,
is the person who appeared before me, and said person acknowledged that she
signed this instrument, on oath stated that she is authorized to execute the
instrument on behalf of the City of Kent as its Mayor, and such execution to be the
free and voluntary act of such party for the uses and purposes mentioned in the
foregoing instrument.
-Notary Seal Must Appear Within This Box-
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal the day and year first above written.
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3�kgo;b`�e��a�eN °>®
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NOTARY PUBLIC, in and for the State
N oe, of Washington, residing'a6t e oL
My appointment expires %-��—
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{02731076.DOCX;2) _
LIMITED LICENSE--Page 6 of 8
(between City of Kent and Oakteigh Homeowners Association)
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STATE OF WASHINGTON }
ss.
COUNTY OF KING }
I hereby certify that I know or have satisfactory evidence that U,*i/e5 tr
"/t'm ft(jd,r✓ is the person who appeared before me, and said person acknowledged
that he/she signed this instrument, on oath stated that he/she is authorized to j
e ecute the instrument on behalf of Oakleigh Homeowners Association as its
n PSi'�ft✓� and such execution to be the free and voluntary act of such
party for the uses and purposes mentioned in the foregoing instrument.
-Notary Seal Must Appear Within This Box- /._/1'Ns-
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal the day and year first above written.
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NOTARY PUBLIC, in and for the State
a &fjLNG _-`z p of Washington, residing at M&j/?_0evc ,F S
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(02731076.D0CX;2}
LIMITED LICENSE--Page 7 of 8
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(between City of Kent and Oakleigh Homeowners Association)
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
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{02731076.DOCX;2}
LIMITED LICENSE--Page 8 of 8
(between City of Kent and Oakleigh Homeowners Association)
EXHIBIT A
LEGAL DESCRIPTION
The West 1.00 foot of the West 3.50 feet of the North 268.00 feet of 108th Avenue S.E. as dedicated by
the plat of Oakleigh Division I as recorded in Volume 261 of Plats at pages 98 through 102, records of
King County, Washington.
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Project Name: Oakleigh
January 13, 2015
DJS/kn
14369L,002.doc
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REQUEST FOR MAYOR'S SIGNATURE
T Please Fill in All Applicable Boxes
Rooting Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT)
ortg6—ator: -Kim Komoto Phone_(Originator): 5788
Date Sent: Januiary2t) 201 Date Required: ASAP
Return Signed Document to: Kim Komoto CONTRACT TERMINATION DATE: January 2020
VENDOR NAME: Oakleigh Homeowner's DATE OF COUNCIL APPROVAL: N/A
Association
Brief Explanation of Document:
License Agreement for Homeowner's association to install a fence in the City's right-of-
way in the Oaklelgh development.
All Contracts Must Be Routed Through The Law Department
(Th i i,s area to be completed by the Law Department)
Received: j
Approval of Law Dept.:
�A0
Law Dept Comments: 6Ajq z,
ILL
1—nate Forwarded to Mayor:
Shaded Areas To Be Completed By Administration Staff
Received:
Recommendations and Comments:
Disposition:
Date Returned: