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HomeMy WebLinkAboutLW16-396 - Original - The Urban Landmark Corporation dba Kent Valley Ice Centre, Inc. - Ice Time Contract - 01/01/2016 o rd s M a n e e KEN T x 5c Document '' CONTRACT COVER SHEET 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: Urban Landmark Corporation Vendor Number: 347189 JD Edwards Number Contract Number: LNI U - MLf This is assigned by City Clerk's Office Project Name: Ice Time Contract - Kent Valley Ice Arena Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 1/1/2017 Termination Date: 10/31/2055 Contract Renewal Notice (Days): N/A Number of days required notice for termination or renewal or amendment Contract Manager: Tom Brubaker Department: Law Contract Amount: Approval Authority: ❑ Department Director N Mayor ❑ City Council Detail: (i.e. address, location, parcel number, tax id, etc.): As of: 08/27/14 C ICE TIME CONTRACT Between (Cent Valley Ice Centre, Inc and the City of (Cent This Ice Time Contract ("Agreement") is entered into between THE URBAN LANDMARK CORPORATION d/b/a KENT VALLEY ICE CENTRE, INC., or assigns ("Operator"), a Washington Corporation, and THE CITY OF KENT, a Washington municipal corporation ("City"), owner and operator of the building currently known as the ShoWare Center. RECITALS 1. The Operator manages the Kent Valley Ice Centre located at 6015 South 240th Street (West James Street), Kent, Washington; 2. The City owns an Events Center building, currently known as the "ShoWare Center," and as part of its operations of the ShoWare Center, leases portions of the building at certain times to THUNDERBIRD HOCKEY ENTERPRISES, LLC, (`User"), which operates a semi- professional hockey team in association with the Western Hockey League. Throughout the term of this Agreement, the City expects the User and the Western Hockey League to remain the hockey organization and league named above, but if the User changes names or a different hockey organization assumes the current lease or enters into a new lease with the City, or if a different amateur, semi-professional, or professional hockey league replaces the Western Hockey League, that subsequent entity or those entities will have the same rights currently intended for the User. Finally, as used in this Agreement, the word, "User," includes all the possible organizational changes or shifts described in this paragraph. 3. The City needs to secure an option to use the Operator's Ice Centre, its facilities, and exclusive ice time when the ShoWare Center ice is not available to the User, which times necessarily are unspecified and cannot be determined with certainty. NOW, THEREFORE, in consideration of mutual agreements and covenants contained in this Agreement, the parties agree as follows: AGREEMENT 3. Usage Rights. The Operator will rent to the City, for the City's benefit, ice time for the exclusive use and occupation by the City, its members, guests, invitees and assignees. These usage rights include the ice surface together with access to all Ice Centre common areas, including without limitation, bleachers, locker rooms, etc., ("Facilities") during purchased ice times so that the User can use the Facilities for practice. However, the User, its members, guests, invitees and assignees shall not solicit or provide goods and/or services on the premises (premises to include all of the building and parking lot areas), that may be construed by the Operator as competing with the goods and/or services provided by the Operator without the prior written permission of the Operator. 4. Term. The initial term of this Agreement shall commence on January 1, 2017, and shall continue so long as the City's lease with the Kent Valley Ice Centre remains in effect, but in the event the City operates the ShoWare Center without leasing time and space to the User Practice Ice Contract Page 1 of 4 for any reason, the mutual rights provided in this Agreement will be suspended (but not terminated) during those times when no User is operating at the ShoWare Center. 5. Price for exclusive ice time. The weekday (Monday through Friday) price to use the ice and all Operator's related ice facilities is $258.02 per hour, plus applicable WSST, during the initial term of this agreement; The weekend price (Saturday and Sunday) to use the ice and all Operator's related ice facilities is $375.00 per hour, plus applicable WSST, during the initial term of this agreement. At two-year intervals, beginning on August 1, 2013, this price will adjust by an amount equal to the percentage increase in the CPI over the term prior to the adjustment date. ` CPI" means the Consumer Price Index for All Urban Consumers, U.S. City Average, All Items, issued by the Bureau of Labor Statistics for the United States Department of Labor (1982-84 = 100). If the CPI is converted to a different standard reference base or otherwise revised, the adjustment set forth in this paragraph shall be made with the use of the conversion formula published by the Bureau of Labor Statistics. Operator will bill City for any ice time sessions utilized by User at the end of each month in which the User has required ice time. 6. Time of Use. It is not possible for the City or the User to know the exact schedule and dates required for any ice times. The intent of all parties is that the User shall require ice time for practice on days in which the building currently known as the ShoWare Center (the Kent Events Center located at 625 W. James St. in Kent, WA; regardless of its then current name) is not available for the User to use for Western Hockey League practice. Accordingly, the Operator agrees to make ice time slots available to the City for the benefit of the User from 2:00-4:00 p.m. on all weekdays (except for Kent School District Holidays, in which case a time slot of no less than 90 minutes will be made available starting no earlier than 10:00am and ending no later than 4:00pm). The City will use its best efforts to provide Operator with as much advance notice as possible of the User's required ice times, but in no event shall notice be less than fourteen (14) calendar days prior to the required ice time. Moreover, on rare occasions, the User will require ice time on weekends (Saturdays and Sundays). Operator agrees to make available ice time on requested weekend days for at least 90 minutes, starting no earlier than 10:00am and ending no later than 4:00pm, unless otherwise agreed. The City agrees to give Operator no less than 30 days' notice for weekend ice time requests. In the event the City does provide timely notice (more than 14 days before required ice time (or 30 days if ice time is required on a Saturday or Sunday) Operator will cancel any other bookings that conflict with User's ice time request. If City cancels ice time during this 14 day notice period (30 days if ice time is required on a weekend), Operator shall be entitled to bill for the ice time regardless if cancelled or not utilized by User. In the event that User is not able to provide the required prior written notice, however, User and Operator will use their best efforts to cooperatively find ice time satisfactory to User. 7. Operator's Obligations. The Operator shall use its best efforts to maintain and keep the ice surface and the Facilities in good order and repair. 8. City and User's Obligations. The City will use its best efforts to require the User to comply with and cause the User's members, guests, invitees, and assignees to comply with all rules and regulations adopted by the Operator, including, but not limited to, those attached and included as Exhibit "A." These rules and regulations pertain to the safety, care, use and Practice Ice Contract Page 2 of 4 cleanliness of the arena and common areas and the preservation of good order. No other rules and regulations shall unreasonably interfere with User's use and enjoyment of the arena. The City accepts full responsibility for any damages to the facility caused by User's members, guests, and invitees. In the event of any damage, Operator may promptly make necessary repairs and the cost of those repairs will be added to the end of month use charges. 9. Insurance. The City agrees to maintain liability insurance with minimum amounts of $1,000,000,00 per occurrence. Each party shall have the other party named as an additional insured on said policies, except that the City, as a self-insured entity, may provide alternate evidence of additional insured status. 10. Indemnification. The City will defend and hold Operator, and its respective officers, employees, agents, and assigns harmless from and against any and all liability, loss, expense (including reasonable attorney's fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the indemnifying party. Operator shall defend and hold the City, its officers, employees and agents harmless from and against any and all liability, loss, expense (including reasonable attorney's fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Operator, its officers agents, or employees. 11. Miscellaneous Provisions. A. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. B. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the parties' right to indemnification under Section VII of this Agreement. C. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business Practice Ice Contract Page 3 of 4 days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. D. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. E. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Contractor. F. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. Should any language in any of the exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. 12. Counterparts. This Agreement may be executed in any number of counterparts, all of which together will constitute one agreement. IN WITNESS, the parties have executed this Agreement, which shall take effect on the last date entered below. KENT V ALEY I E CENTRE CITY OF KENT ;, ,,., By: Lexi Doner By''Suzett Cooke Its: President VV /Its: Maja Dated: �!©�°.2 �G I Dated: ft a 6015 S. 240th Street 220 Fourth/Ave/S. Kent, WA 98032 Kent, WA 98032 Telephone:(253) 850-2400, ext. 102 Telephone:(253) 856-5700 Fax: Fax: (253) 856-6700 I I i P:\Civil\Files\Open Files\1513-Kent Valley Ice Arena\Ice Time Contract\Practice Ice Contract ICE CENTRE 2016-11-01 FINAL.docx Practice Ice Contract Page 4 of 4 EXHIBIT "A" Rules & Regulations for Kent Valley Ice Centre 1. No smoking or chewing tobacco allowed on the premises. 2. No alcoholic beverages or illegal substances allowed on the premises. 3. No firearms or weapons of any kind allowed on the premises. 4. The use of flammable torches of any kind in the building is prohibited. 5. No defacing of ice arena property including but not limited to drawing on walls, rubbing sticks on walls, etc. Vandalism of arena property may lead to temporary or permanent expulsion from arena. 6. All User members under the age of 21 while participating in the Users programs must be supervised by an adult at all times (including inside the dressing rooms before, during, and after all games and practices). 7. User members shall not be on the ice when the Zamboni is resurfacing, except when moving nets for Zamboni driver. Pucks may not be on the ice until the Zamboni gate is closed. S. No food or drink allowed on the ice. 9. No outside food allowed on the premises. 10. Foul language, disruptive and/or abusive behavior toward other customers or arena employees is prohibited. REQUEST FOR MAYOR'S SIGNATURE • P,!I Chr, t r ✓ 1. n'lor( d Poi-r.l.. ICEtdT "—NI Routing Information: (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Approved by Director_ Originator: Cheryl Rolclk-Wilcox Phone (Originator): x5771 Date Sent: 11/9/16 Date Required: 11/16/16 Return Signed Document to: Cheryl Rolcik-Wilcox Contract Termination Date: 10/31/2055 VENDOR NAME: Date Finance Notified: / (Only required on contracts Urban Landmark Corporation $20,000 and over or on any Grant DATE OF COUNCIL APPROVAL: 10�2��1998 Date Risk Manager Notified:N/A (Required on Non-City Standard Contracts A reements Has this Document been Specifica,l,l1� Account Number: 347189 Authorized in the Budget? OYESt0 NO Brief Explanation of Document: Addendum Three to the Land Lease Agreement for Kent Valley Ice Arena between the City and Urban Landmark Corporation, which extends the lease term to expire on 10/31/2055, to be signed simultaneously with the Ice Time Contract which secures an option to use the Kent Valley Ice Centre when the Showare Center ice is not available. All Contracts Must Be Routed Through The Law Department (This area to be completed by the Law Department) Received: r, , Approval of Law Dept.: k Law Dept, Comments: Date Forwarded to Mayor: Shaded Areas To Be Completed By Administration Staff Received: Recommendations and Comments. Disposition: C ti -. �` •w `<<� , Date Returned: CiVPIFcms\OocNletl[Ploceisln9\Reyuest 1m M1l ayois Slynaivatlnv