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HomeMy WebLinkAboutEC16-417 - Original - Grandview Apartments, LLC - Limited License Agreement for Pedestrian Walkway - 11/30/2016 f IY car e e s� KENT WASH INOTO { ' Document '4"s''i�'Sy'TMirvi��ife ` 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: Grandview Apartments LLC Vendor Number: N/A JD Edwards Number Contract Number: This is assigned by City Clerk's Office Project Name: Grandview Apartments Pedestrian Walkway Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ❑ Contract ❑ Other: Limited License Agreement Contract Effective Date: 11/30/16 Termination Date: 11/29/26 Contract Renewal Notice (Days): Automatic 10 year renewal unless terminated Number of days required notice for termination or renewal or amendment Contract Manager: Erin George Department. ECD Contract Amount: N/A Approval Authority: ❑ Department Director ® Mayor ❑ City Council Detail: (i.e. address, location, parcel number, tax id, etc.): As of: 08/27/14 LIMITED LICENSE AGREEMENT BETWEEN THE CITY OF KENT AND GRANDVIEW APARTMENTS, LLC PARTIES THIS LIMITED LICENSE AGREEMENT ("License") is between the CITY OF KENT, a Washington municipal corporation ("City"), and GRANDVIEW APARTMENTS, LLC, a Washington limited liability company ("Licensee"). RECITALS 1. Licensee seeks to install a paved pedestrian walkway and trees and shrubs within and upon the City's property, identified as Tax Parcel No. 152204- 9173 ("Property"), immediately adjacent to Licensee's property, identified as Tax Parcel No. 152204-9172, also referred to as the "Grandview Apartments;" and to maintain the trees and shrubs for the benefit of the general public, including, without limitation, the residents of the Grandview Apartments. 2. Licensee has requested that the City grant a license to use the City Property to install and maintain trees and shrubs, as described herein, and to undertake sole responsibility and liability for any negligent performance of the same. 3. The City has agreed to issue this license, pursuant to the following conditions. NOW, THEREFORE, THE CITY AND LICENSEE AGREE AS FOLLOWS: LICENSE 1. License Granted. In consideration of mutual benefits derived and other valuable consideration, receipt of which is hereby acknowledged by the City, the City grants this License ("License") for a period of ten years from the Effective Date (the "Term") for Licensee to install a paved pedestrian walkway and to install and maintain trees and shrubs along with any necessary appurtenances, within and upon a portion of the City's Property, as legally described in Exhibit A, attached hereto. Upon completion of the installation of the walkway and trees and shrubs, Licensee shall be responsible for the maintenance of the trees and shrubs as provided below. City and Licensee agree that this License shall automatically renew at the end of the Term, and a new ten-year Term shall commence, unless terminated as provided in Section 3 of this License. A general description of the plans and specifications for the paved pedestrian walkway, including trees and shrubs, along with any necessary appurtenances, on the Property is on file with the City of Kent under civil permit #RECC-214315. A graphical depiction of the general location of the walkway, related improvements, and the trees and shrubs is LIMITED LICENSE - Walkway with Trees and Shrubs (City of Kent and Grandview Apartments, LLC) Page 1 of 8 attached hereto as Exhibit a ("Licensed Area"). 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, or inspection of the walkway and the trees and shrubs within the Licensed Area. Upon revocation, termination, or expiration of this License, Licensee shall restore the Licensed Area to its original condition prior to the issuance of the License, except as expressly authorized in advance by the City. Any portion of the walkway, including any appurtenances thereto, and any trees and shrubs that the City allows to remain shall, upon expiration of the License, become the sole property of the City without any reimbursement for the remaining value thereof to Licensee. This restoration obligation shall survive the expiration of this License 3. Revocation and Termination. The intent of this License is to authorize Licensee to install a paved pedestrian walkway and to install and maintain trees and shrubs, along with any necessary appurtenances, within and upon the City's Property, which constitutes a valuable property interest owned by the City. This License does not grant an estate in the land described as the Licensed Area; 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 Licensed Area. As a License upon real property, it is freely 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 calendar days' written notice of termination or revocation, except where immediate revocation is expressly authorized elsewhere in this License. Upon receipt of such notice from the City, Licensee is required to remove all portions of the walkway and trees and shrubs, appurtenances, and restore the Licensed Area pursuant to Section 2, above, unless authorized to remain pursuant to the terms of Section 2. If Licensee fails to remove the walkway or trees and shrubs within the allotted time, the City may remove all or part of the walkway or trees and shrubs, restore the Licensed Area, 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 walkway or the trees and shrubs. 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 walkway or the trees and shrubs. Licensee's failure to comply with this Section 4 shall constitute grounds for immediate revocation of this License by the City. i 5. Maintenance. Licensee shall maintain the installation site of the pedestrian walkway and any necessary appurtenances, along with the rest of the Licensed Area, in a safe and orderly condition for the duration of installation. Such LIMITED LICENSE - Walkway with Trees and Shrubs (City of Kent and Grandview Apartments, LLQ Page 2 of 8 duty shall terminate upon completion of the walkway and removal of Licensee's equipment and unused materials. Upon completion of the Walkway, Licensee shall maintain the trees and shrubs in a safe, well-kept, orderly condition to the satisfaction of the City. Licensee shall be responsible for maintaining, at its sole expense, all trees and shrubs installed pursuant to this License, and shall keep the same in good and safe order and condition. Such duties shall include, but not be limited to: maintenance of the vegetation, prompt replacement of any installed trees or shrubs that are damaged or dying, and removal of obstacles such as branches or limbs, downed trees, or overgrown vegetation within the walkway or Licensed Area or any immediately adjacent portions of the City's Property. 6. Emergency. In the event of an emergency in which any of the trees or shrubs become unexpectedly damaged, or in any other way constitute an immediate danger to the property, life, health, or safety of the public, 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 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, I officials, employees, agents, assigns, and volunteers harmless from any and all 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 the sole negligence of the City, its employees, agents, contractors, or invitees. 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 LIMITED LICENSE - Walkway with Trees and Shrubs (City of Kent and Grandview Apartments, LLC) Page 3 of 8 1 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 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 any work by Licensee made pursuant to this License. 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 Before beginning work on the project described in this License, Licensee shall provide a Certificate of Insurance evidencing: 8.1.1 Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 8.1.2 Commercial General Liability insurance written on an occurrence basis with limits no less than $2,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU); and employer's liability. 8.1.3 Excess Liability insurance with limits not less than $2,000,000 per occurrence and aggregate. 8.2 Any payment of deductible or self-insured retention shall be the sole responsibility of Licensee. I 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 City. The City waives no rights and Licensee is not excused from performance if Licensee fails to provide the City 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 LIMITED LICENSE - Walkway with Trees and Shrubs (City of Kent and Grandview Apartments, LLC) Page 4 of 8 I- 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 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 or delayed; provided, however, that Licensee may only assign all or a portion of its rights, benefits, and privileges in and under this License to a subsidiary, parent, affiliate or company having common control with Licensee; and then only so long as notice of the same is provided to the City, and provided further that 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 the 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. 12. Venue and Jurisdiction. This License shall be construed in accordance 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 any 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 7. 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 Grandview Apartments, LLC Attn: City Clerk ©Ic,c 0 6 6 f k 5,tvee-1 4 i � 220 Fourth Avenue South It .vu d A 'Atoo4, Kent, WA 98032 pytth. E4A,n fcn ' huv+d�u� Email: Cityclerk@kentwa.gov ate ( �alat5•c�a4 LIMITED LICENSE - Walkway with Trees and Shrubs (City of Kent and Grandview Apartments, LLC) Page 5 of 8 I 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. Warranty of Authority to Execute. Each person executing this License warrants that he or she has the requisite authority to bind the party for whom that person is executing. 16. 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 last day executed below ("Effective Date"). CITY LICENSEE (CITY OF KENT) (GRANDVIEW APARTMENTS, LLC) —� L, ": vey v;ew � �lt.t_c, M n 4�i �V�a asp By: ` By: � _d, Print Names ZETTE COOKE Print Name: yr--U4, 7 „ LL_ Qfej Its: M,a r Its: Date: Date: 61 20 i f P 1CivilNiles\Open Fiks\I811-C ndview`,Gandview Limi\N License Ageement for R'aA vay.docx i i LIMITED LICENSE - Walkway with Trees and Shrubs (City of Kent and Grandview Apartments, LLC) Page 6 of 8 i i i 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. Fye /i�� ,�,� ao R� � NOTARY PUBLIC, in and for the State 3 z a of Washington, residing at -''J' ��i My appointment expires //z9J�.q�nulaa���:`g1C9`r Approved: Law De rtm"t i LIMITED LICENSE - Walkway with Trees and Shrubs (City of Kent and Grandview Apartments, LLC) Page 7 of 8 STATE OF WASHINGTON ) ss. COUNTY OF KING ) I hereby certify that I know or have satisfactory evidence that �VAyi Z H ,;anden 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 execute the instrument on behalf of?;nmAn:e.,}A arth�ev-ts J.Le as itsraA , tt� e� c "� air, 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. f. s 3 NOTARY PUBLIC, in and for the State i of Washington, residing at,,� cGr My appointment expires }Z5r/ Zvi 5 LIMITED LICENSE - Walkway with Trees and Shrubs (City of Kent and Grandview Apartments, LLC) Page 8 of 8 EXHIBIT "A" LEGAL DESCRIPTION COMMENCING AT CITY OF KENT CONTROL POINT NUMBER 8299 AS SHOWN ON CITY OF KENT RECORD OF SURVEY AFN 20130109900002, LOCATED IN THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 15,TOWNSHIP 22 N, RANGE 4 E OF THE W.M., IN KING COUNTY,WASHINGTON, LOCATED ON THE CENTERLINE OF RIVERVIEW BLVD SOUTH, ATTHE NORTH END OF THE OVERPASS FOR SOUTH 231ST WAY; THENCE NORTH 05*28-23" WEST,ALONG THE CENTER LINE OF SAID RIVERVIEW BLVD SOUTH A DISTANCE OF 20.37 FEET TO THE BEGINNING OF A CURVE TANGENT TO SAID LINE; THENCE CONTINUING ALONG SAID CENTERLINE NORTHERLY A DISTANCE OF 72.65 FEET ALONG THE CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 2400.00 FEET AND A CENTRAL ANGLE OF 1°44'04"; THENCE NORTH 89051'29"WEST, LEAVING SAID CENTERLINE A DISTANCE OF 31.07 FEETTO THE WEST MARGIN OF SAID RIVERVIEW BLVD; THENCE NORTH 89051'29"WEST, LEAVING SAID WEST MARGIN, A DISTANCE OF 103.76 FEET,TO THE MOST EASTERLY CORNER OF A SLOPE EASEMENT, RECORDING NUMBER 20150825000351, RECORDS OF KING COUNTY, WASHINGTON; THENCE NORTH 60°29'09" WEST,ALONG THE NORTH LINE OF SAID EASEMENT, A DISTANCE OF 44.47 FEET; THENCE NORTH 88"43'03" WEST, ALONG SAID NORTH LINE, A DISTANCE OF 16.54 FEET; THENCE NORTH 25°17'57" WEST,ALONG SAID NORTH LINE, A DISTANCE OF 59.90 FEET; THENCE NORTH 66*45-19" WEST,ALONG SAID NORTH LINE A DISTANCE OF 19.33 FEET; THENCE NORTH 79*11-44"WEST,ALONG SAID NORTH LINE A DISTANCE OF 39.96 FEET; THENCE NORTH 22°17'52" WEST,ALONG SAID NORTH LINE A DISTANCE OF 37.66 FEET; THENCE NORTH 68°17'25"WEST,ALONG SAID NORTH LINE A DISTANCE OF 30.49 FEET; THENCE NORTH 81°29'16"WEST,ALONG SAID NORTH LINE A DISTANCE OF 44.28 FEET; THENCE NORTH 42°01'53"WEST,ALONG SAID NORTH LINE A DISTANCE OF 17.74 FEET; THENCE NORTH 77°36'15"WEST,ALONG SAID NORTH LINE A DISTANCE OF 9.02 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 33°26'02" EAST, LEAVING SAID NORTH LINE, A DISTANCE OF 77.20 FEET; THENCE NORTH 23*47-39" EAST,A DISTANCE OF 24.83 FEET; THENCE NORTH 66*12-21"WEST, A DISTANCE OF 20.00 FEET; THENCE SOUTH 23047'39 WEST,A DISTANCE OF 23.14 FEET; THENCE SOUTH 33026'02"WEST,A DISTANCE OF 83.20 FEETTO THE NORTH LINE OF SAID SLOPE EASEMENT RECORDING NUMBER 20150825000351; THENCE SOUTH 77036'15" EAST,ALONG SAID NORTH LINE A DISTANCE OF 21.43 FEETTO THE TRUE POINT OF BEGINNING. EXHIBIT B r r i s CN0 00 O 2O O O p A t F9 \l g N pal F�#�� �gD aaegR s sassu yyy. y . s�^ 4. �91all IaI2� 3333€� 3333 €R XN SRFa FFF°s_ FFFFy '$ a c i 9 t I� k m HIM "tee `o A, a � _ a PINAL LANDSCAPE PLAN ' - OFF-SITE REJEGETATION PLANTING PLANS SOHEOULE,NORTH CD TALASAEA . 6RANDVIEW CONSULTANTS, INC. AGENT, WASHINGTON �a I — I REQUEST FOR MAYOR'S SIGNATURE � T t.): E'_.rYt, ., .:'C C! Pdzlpr Routing Information: (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Approved by Director Originator: Cheryl ROICik-Wilcox Phone (Originator): x5771 Date Sent: 11/30/16 Date Required: 12/7/16 Return Signed Document to: Erin George Contract Termination Date: ,,,,o,zb,.,,a ,o VENDOR NAME: Date Finance Notified: Grandview A artments LLC (Only required on contracts n/9 p 20 000 and over or on an Grant) u DATE OF COUNCIL APPROVAL: n/a Date Risk Manager Notified:n/a (Required on Non-City Standard Contracts/Agreements) Has this Document been Specifically Account Number: Authorized in the Budget? YES NO n/a Brief Explanation of Document: Limited License Agreement for Grandview to install a paved pedestrian walkway and trees and shrubs on City property adjacent to Grandview Apartments. Grandview will maintain the trees and shrubs. �� f a „E r ; All Contracts Must Be Routed Through The Law Department (This area to be completed by the Law Department) Received: Appro �of,, De j« Law br s' ° Date Forwarded to Mayor: Shaded Areas To Be Completed By Administration Staff Received: Recommendations and Comments: �F .y Disposition: �, .�� �/,^ r Date Returned: p:GftllFmmslDovum¢nl PooemnglRequesl or ayws i8^oNm.o�