HomeMy WebLinkAboutPW17-500 - Original - Kent Downtown Partnership - 17 Metal Dragonflies on Lightpoles - 11/07/2017 Records InU t
/�'
`^►•✓ KLNT ' Document
,�io '
10
CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to the City Clerk's Office. All portions are to be completed.
If you have questions, please contact the City Clerk's Office at 253-856-5725.
Vendor Name: Kent Downtown Partnership
Vendor Number:
JD Edwards Number
Contract Number: PW 17-500
This is assigned by City Clerk's Office
Project Name: Limited License Agreement - 17 Metal Dragonflies on lightpoles
Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ❑ Contract
® Other: limited license aqreement
Contract Effective Date: 11/7/2017 Termination Date: 11/7/2037
Contract Renewal Notice (Days):
Number of days required notice for termination or renewal or amendment
Contract Manager: Kelly Peterson Department: Public Works
Contract Amount:
Approval Authority: ❑ Director ® Mayor ❑ City Council Meeting Date
Detail: (i.e. address, location, parcel number, tax id, etc.):
Limited license agreement for 17 metal dragonflies to be ,placed on i. ht poles in the
downtown area.
LIMITED LICENSE BETWEEN
THE CITY OF KENT AND
KENT DOWNTOWN PARTNERSHIP
PARTIES
THIS LIMITED LICENSE ("License") is between the CITY OF KENT, a
Washington Municipal Corporation ("City"), and KENT DOWNTOWN
PARTNERSHIP, a private, non-profit 501(c)3 membership organization
("Licensee").
RECITALS
1. Licensee seeks to install seventeen (17) metal dragonflies that
measure approximately 2-feet by 2-feet onto existing flower pot hangers on city-
owned pedestrian street lights.
2. Licensee has requested that the City grant a permit to use City
property and right-of-way to install and maintain these improvements and to
undertake 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. The City grants this License ("License") for a
period of ten (10) years from the Effective Date (the "Term") for Licensee to install
and maintain seventeen (17) metal dragon flies on _pedestrian street
lights ("Premises") across, along, in, upon, and under a section of the
City's right-of-way described in Exhibit A ("Property"). City and Licensee agree
that this License shall automatically renew at the end of the Term, and a new ten
(10) year Term shall commence, unless terminated as provided in Section 3 of this
License. A general description and visual representation of the plans and
specifications for the improvements is attached as Exhibit B ("Improvements").
This License is subject to all the terms and conditions established below.
2. Damage to Premises and Restoration. Licensee shall repair any
damage to the Premises caused by the installation, construction, operation,
maintenance, removal, repair, reconstruction, replacement, use, and inspection of
the Improvements on the Premises. Upon revocation, termination, or expiration of
LIMITED LICENSE--Page 1 of 9
(between City of Kent and Kent Downtown Partnership)
this License, Licensee shall restore the Property and Premises to their original
condition prior to the issuance of the License. Such restoration obligation shall
survive the expiration of this License.
3. Revocation and Termination. The intent of this License is to
authorize Licensee to install several improvements and fixtures 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 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 thirty (30) calendar days' written notice of
termination or revocation. Upon receipt of such notice from the City, Licensee may
be required to remove all Improvements and restore the Premises and 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 Premises, 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.
5. Maintenance.
5.1 Operation and Maintenance. Licensee shall operate and maintain the
Improvements and Property during and after construction in a clean, well-kept,
orderly and safe condition to the satisfaction of the City. Licensee shall remove all
graffiti on the Improvements as soon as practical, but no later than fourteen (14)
days after receiving notice from the City.
5.2 Repairs. 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.
5.3 Annual Inspection. Licensee shall inspect the mounting hardware
annually and immediately correct any deficiencies to ensure the mounting hardware
is in the approved condition shown in Exhibit B at all times
5.4 Damage by third party. Any damage to the Improvements caused by a
LIMITED LICENSE--Page 2 of 9
(between City of Kent and Kent Downtown Partnership)
third party shall be resolved between the Licensee and the third party. If a light
pole is knocked down, the City will attempt to recover the Improvement and return
to the licensee.
6. Removal or Relocation. Licensee understands and acknowledges
that the City may require Licensee to remove or relocate its Improvements, or any
portion thereof, from the Property, and Licensee shall remove or locate the
Improvements at Licensee's sole cost and expense, whenever the City reasonably
determines that the relocation or removal is needed.
7. Access. The City shall have free access to the Premises at any and all
times without any prior notice to Licensee whatsoever.
8. 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, Licensee shall notify the City of the emergency as soon as
reasonably possible and this emergency work shall not relieve Licensee from its
obligation to obtain all permits necessary for this purpose.
9. Theft of Improvements. The City shall not be responsible for any
Improvements that are stolen from the Property.
10. Indemnification. Licensee shall comply with the following
indemnification requirements:
10.1 Licensee shall defend, indemnify, and hold the City, its officers,
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,
including maintenance activities, except to the extent caused by the sole negligence
of the City, its employees, agents, contractors, or invitees.
10.2 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.
10.3 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
LIMITED LICENSE--Page 3 of 9
(between City of Kent and Kent Downtown Partnership)
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.
10.4 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 10 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 10 indemnification clause.
10.5 The provisions of this Section 10 shall survive the expiration or
termination of this License.
It. 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
11.1 Before beginning work on the project described in this License,
Licensee shall provide a Certificate of Insurance evidencing:
11.1.1 Automobile Liability insurance with limits no less
than $1,000,000 combined single limit per accident for bodily injury and property
damage; and
11.1.2 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.
12.2 Any payment of deductible or self-insured retention shall be
the sole responsibility of Licensee.
LIMITED LICENSE--Page 4 of 9
(between City of Kent and Kent Downtown Partnership)
12.3 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.
12.4 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.
12.5 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.
13. Modification. This License may not be modified, altered, or amended
unless first approved in writing by the City.
14. 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. 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.
15. Compliance with Laws. Licensee shall comply with all federal, state,
and municipal laws, rules, and regulations that are applicable to this License.
16. 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 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
LIMITED LICENSE--Page 5 of 9
(between City of Kent and Kent Downtown Partnership)
noted in Section 10.
17. 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:
i
City of Kent _ �t AJ k1q kl//dGk ` j�
Attn: City Clerk
220 Fourth Avenue South },_� � , >_ w �✓ a 5 '4
Kent, WA 98032
18. 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.
19. 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).
20. 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.
This License is executed and shall become effective as of the last date signed
below.
CITY OF KENT LICENSEE
By: *:SE
By:, 4! . ., mud
PrinOC7KE Print ame: �Its: Its �, C LDate � � Date: //-3- IZ
W1CiviltPormtVIlttdd.Faxemen[s,Qui iCleiT OccJ LuaezdLimimd Lica Agreement dacx
LIMITED LICENSE--Page 6 of 9
(between City of Kent and Kent Downtown Partnership)
LIMITED LICENSE--Page 7 of 9
(between City of Kent and Kent Downtown Partnership)
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 abo a written.
�' 'hy 4YN4\AiNyN
l ,f
+ru. NY,f, 0 ff, �(// 'ft_ev
pdpp� �y y^y
' 0 � W 1dY p �
` NOTARY PUBLIC", in and for t e Slate
' ce�,c of Washington, residing at
-
'fff My appointment expires ter -° 08 CR
—
n :unSG
LIMITED LICENSE--Page 8 of 9
(between City of Kent and Kent Downtown Partnership)
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
I hereby certify that I know or have satisfactory evidence that bci i2`�
ti is the person who appeared before me, and said person acknowledged
that he she signed this instrument on oath stated at h she is authorized to
execute e instrument on behalf of_ k E°'hi as its
� y�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 abov, rd ten.
SON
NOTARY PUBLIC, in and for he St to
of Washington, residing at ) ^ ! .j
:.,• My appointment expires 2-
LIMITED LICENSE--Page 9 of 9
(between City of Kent and Kent Downtown Partnership)
EXHIBIT A
UMUNJUNUM
Campus n
;r
'PIWOXI9u r. �rhl��li
RI^1MG3ul der^a,CgriW i
MIWrl�noi^ptltaWrurlRimmmit
-
Y�l I TC9
Bank of Arneima
S.Bank Branch 0 rlr anciaW 6lcmrter
19
F^'
WSml1hSt W , r0�1kbl 4d ^n'x 01i M - 01 A11011 '
i
IHarrlson House �; „ P
(r),Yvil B�gt oaf Library
t CUVJdY 11}1P^IrM?{"�"x�.4
t
WHanra,i
0
4
Ntaq,f 9J,Lu u�rtgl g
z
N pr,yap 'iW .�V�l r,as � Yi F Meeker st E GR r:ka�
v
N
0
by&Loan
� i10
. rr7, EGoweSt
W GoweSW IAI i mp 'rx �;� St Ld
Md Wheat Oukamy
ti u KgvO city f Nrrp q co4livp �Cafe. K Rasmuram
n Ka mW 0 y Hall: D �
m r
10
w d
Kc^rf'rildc:c=Gugr.trWt+otirrW
re E UUS SI E iltus°
St r' x
N
"Premises" shall be city-owned pedestrian street lights in the downtown
area bordered by Fourth Ave on the west, Titus Street on the south, First
Ave on the East and Temperance Street on the north, inclusive of all city-
owned right-of-ways along these streets.
EXHIBIT B
*o preu2w} Sti }i"S
a�
raw}/�olf wl�rmdd�
U-6r-make4 NAPA 6�walt
Rooked end prever��s Slid ot�
h
1) Dragon flies shall be fastened to post flower hangers using bolted U-
brackets per the drawing above.
2) U-brackets, u-bolts, nuts and stabilizer plates shall be painted black
and maintainted .
KENTDOW-01
AM JMM
CERTIFICATE OF LIABILITY INSURANCE /07127/201 YY)
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the polley(tes)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the poilcy,coRain policies may require an endorsement A statement on
this certificate does not confer rights to the certificate holder In lieu of such endomement s.
PRODUCER
Maury,Donnelry1y&Parr P '."_,.,....._.. ..... ..._._.. ..-._ -. _
24 Commerce SL 1_y,wean (410)685-4325 C arc N I(410)685 3071
Baltimore,MD 21202 M A.. .. ,,,,,,, .,.
INSURERIAN AFFORDING COVERARF MANI
INSURERA:American Casualty Co of Reading.PA 20427
INSURED INSURER B-Continental CaSOaItV Company 204d3
Kent Downtown Partnership INSURER c
202 W.Gowe Street INSURER 0
INSURER E:
Kent WA 98032 . .._..__............ ....... . ._.._,..__..,n,_.....
INSURER F: ...��_.._...... �_...,,
COVERAGES CERTIFICATE NUMBER: REVISION N MB....:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
INSR, AOUIL SUBR .-.- ...- PODGY BFi.-
TYPEDF INSURANCE o.,.� POUCYNUMBER LIMITS
A u A p COMMERCIAL GENERAL LIABILITY O, O
__ EpACH,q�O�FC,C7URRENCE S
CLAIMS-MADE [X l OCCUR X 6011382612 04/0812017 040812018 PREzNI`uF 0 RENTTurEDNNP7 § 300,000
MED FXP 1A.ene..W s .10,000
PER$ MALAAUV INJURY 5 11000,000
GEWLAGGREGAM LIMIT APPLIES PER GENERAL AGGREGATE_ S 2,000,0doo
X POUCY[ ,jECT I J LOC PRODUCTS-COMPIOPAGG E_
AIUTOMORNE LIABILITY Mal -DSINGLELIMIT
E
ANYAUTO BODILY INJURY(Per eersan) S
M .. SCHEDULED _ `•�
ONLY ApUTNOSw[y ❑ pGODILY INNYJURY(Per amdmU 5,
_ ALTOS ONLY _-, AIiTOup [Y ( 01AEEGP S.
S _
B X UMBRELLAUAB X OCCUR EACH OCCURRENCE E 1000,000
_ _
EXCESS LUIS CLAIMS-MADE 6011383291 04/0812017 04/0812018 ATE AGGREG S 1,000,000
DED X RETENTIONS 10000 __.._..,. S ..
.�........v.® _......_...
WORXERS COMPENSATION PER OTR-
AND EMPLOYERS'LIABILITY BTP.TVTR.., FR_
YIN . . ___._._...._..
OFFIPE n PEAXRCiVDED1 ECUTIVE -_ NIA E,L.EACH AOCIDFNT _ S
9MNY fl�MMFF L F DICPAC-F..__-RA FMPI DYFA S
Y-RdmepJ4VVMfpFRAI(NC FI DIRFASK. OIVvIIMIiSC O
_
y
OESCWPTIGN OF OPERAVON31 LOCArONS I VENICL£S(AGORA IDI,AMAllanal Rem do Schedule,my lm aaashed Nmmespam Is mquire I
City of Kent Is an Additional Insured,
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
CI Of THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ty Kent
220 Fourth Avenue South ACCORDANCE WITH THE POLICY PROVISIONS.
Kent WA 98032
A01HORM REPRESENTATIVE
ACORD 25(2016103) M 191 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marls of ACORD
I� w
V
VV
m,
V tll V Im 11 l"^� 'Id ,l�
IIUb WV � m a am nN u I "mC
m m 6r
Imp �w I ,
my� '�� ., .. 'm� m� uu aV mu �x ml�� u a.. mr I - .�, m I a: a °^ mI �, d: m .� � � m •� I w.
IPo � �mn mu
u
..ml
� m