HomeMy WebLinkAboutCAG2020-080 - Original - Blue Origin, LLC - Facility Usage Agreement - Mayor's State of the City - 03/05/2020 Agreement Routing Form
• For Approvals,Signatures and Records Management
KE N T This form combines&replaces the Request for Mayor's Signature and Contract Cover Sheet forms.
WASHINGTON (Print on pink or cherry colored paper)
Originator: Department:
Bailey Stober Mayor's Office
Date Sent: Date Required:
> 3/4/2020 3/4/2020
0
L.
CLAuthorized to Sign: Date of Council Approval:
C 0 Director or Designee ❑Mayor N/A
Budget Account Number: Grant? ❑Yes El No
N/A
Budget? ❑Yes ID No Type:
Vendor Name: Category:
Blue Origin Contract
Vendor Number: Sub-Category:
= Original
e agreement for Mayor's State of the City.
Project Name: Facility usage g y y.
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Project Details:Facility usage agreement for Mayor's State of the City.
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w Agreement Amount:$0 Basis for Selection of Contractor:
d
aStart Date: 3/5/2020 Termination Date:
Q
Local Business? 0 Yes ❑ No*
*Ifineets requirements per KCC 3.70.700,please complete'Vendor Purchase-Local Exceptions"form on Cityspace.
Notice required prior to disclosure? Contract Number:
❑Yes ONo CA1� 2oZD - oao
Date Received by City Attorney: Comments:
01
= 3/4/2020
0 Date Routed to the Mayor's Office: 3/4/2020
Vf
Date Routed to the City Clerk's Office: 3/4/2020
dtl«W«3-s__Zo Visit Documents.KentWA.gov to obtain copies of all agreements
LIMITED LICENSE AGREEMENT BETWEEN
THE CITY OF (CENT AND
BLUE ORIGIN, LLC
THIS LIMITED LICENSE AGREEMENT ("License Agreement") is between the
CITY OF !CENT, a Washington municipal corporation ("Licensee"), and BLUE
ORIGIN, LLC, a Washington limited liability company ("Licensor").
RECITALS
1. Licensee seeks to use a portion of Licensor's property located at 21601
76' Avenue S., in the City of Kent (the "Building"), which portion is more particularly
described in the attached and incorporated Exhibit A ("Licensed Area"), from 1:00
p.m. PT to 9:30 p.m. PT on March 5, 2020, ("Term") for a speaking engagement (the
"Event").
2. Licensor has agreed to issue this license to authorize Licensee to
temporarily use the Licensed Area for the Event, pursuant to the terms and conditions
provided for in this License.
NOW, THEREFORE, THE LICENSOR 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 Licensor, the
Licensor grants this license ("License") for the Term for Licensee and its invitees to
have general use of, and access to, the Licensed Area. This License includes the right
of access to the Licensed Area, and use of Licensor's associated parking facilities, for
Licensee and its invitees, up to 300 people and approximately 250 parking stalls.
Licensee will obtain Licensor's written consent prior to sharing or distributing any
photos or video taken during the Event.
2. Setup, Maintenance, and Restoration. The parties agree that each
party will perform the activities and provide the materials for the Event as described
in Exhibit B. To the extent any necessary activities or materials are not specifically
outlined in Exhibit B, the performance of such activities or provision of such materials
will be determined between Licensee's Communications and Government Affairs
Manager and Licensor's Facilities Director and confirmed by the parties in writing and
appended to this License as Exhibit B.
3. Security. Licensee will provide security as it determines is appropriate
through its uniformed law enforcement officers, at Licensee's own cost and expense.
Licensor may provide any additional security it determines is appropriate, at
Licensor's own cost and expense.
LIMITED LICENSE AGREEMENT
(City of Kent and Blue Origin, LLC) Page I of 9
4. Revocation and Termination. This License does not grant an estate
in the Property; it is not an easement; it is not exclusive; and it does not exclude
Licensor from full possession of the Licensed Area. As a License upon real property,
it is freely revocable at the will of the Licensor. However, prior to termination or
revocation by Licensor, the Licensor shall provide Licensee with at least 15 calendar
days' written notice of termination or revocation, except where immediate revocation
is expressly authorized elsewhere in this License.
S. Permits Required. The Licensor'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 Licensed Area. Licensee's failure to obtain
any necessary permits shall constitute grounds for immediate revocation of this
License by the Licensor.
6. Maintenance. Licensee shall maintain the Licensed Area at all times in
a safe and orderly condition to the satisfaction of the Licensor.
7. Indemnification.
A. Each party shall defend, indemnify, and hold harmless the other party,
its officers, employees, invitees, and agents from and against any and all costs,
claims, judgments, and/or awards of damages, for injuries to persons and/or damage
to tangible property, arising out of or in any way resulting from each party's own
negligent acts or omissions. In the event any such liability arises from the concurrent
negligence of the indemnifying party and the other party, the indemnity obligation of
this section shall apply only to the extent of the negligence of the indemnifying party
and its actors. Each party agrees that its obligations under this provision extend to
any claim, demand, and/or cause of action brought by or on behalf of any of its
invitees, employees, or agents. The foregoing indemnity is specifically and expressly
intended to constitute a waiver of each party's immunity under Washington's
Industrial Insurance Act, RCW Title 51, as respects the other party only, and only to
the extent necessary to provide the indemnified party with a full and complete
indemnity of claims made by the indemnitor's employees. The parties acknowledge
that these provisions were specifically negotiated and agreed upon by them. In the
event the indemnified party incurs any costs including attorney fees to enforce the
provisions of this paragraph, all such costs and fees shall be recoverable from the
indemnitor.
B. Licensor understands that, pursuant to the legal doctrine in Washington
called the "public duty doctrine," Licensee, its police department, and its officers and
employees of the Kent Police Department, owe a general duty to the public and not
a specific duty of protection or care to the Licensor. Licensor understands that by
entering into this Agreement, the Kent Police Department and it police officer's duties
remain to the public in general, and neither Licensee, its Police Department, nor any
of its officers or employees have a specific duty of protection or care to the Licensor,
its employees, subcontractors, and agents, or any of its guests, or other people on
LIMITED LICENSE AGREEMENT
(City of Kent and Blue Origin, LLQ Page 2 of 9
the premises of the Licensor. Moreover, neither Licensee, its Police Department, nor
any officer or employee of Kent guarantees, in any way, the safety of any person or
property as a result of this License. In the event of injury to any person or property,
Licensor shall not assert that Licensee, its Police Department, or its police officer
owed any special duty to protect persons or property or provide care for such persons
or property or had any special relationship with the owner or any other person to
protect persons or property. This License shall in no way create a duty for Licensee,
its Police Department, or any of its officers or employees where none previously
existed.
S. Insurance. During the Term of this License, both parties shall maintain
Commercial General Liability Insurance with limits of not less than $1 million
combined single limit per occurrence, $2 million aggregate. Such coverage shall
include Stop Gap/Employer's Liability coverage in the amount of $1 million. By
requiring such minimum insurance, neither party shall be deemed or construed to
have assessed the risks that may be applicable to the other party under this License.
Each party shall assess its own risks and, if it deems appropriate and/or prudent,
maintain greater limits and/or broader coverage.
9. Modification. This License may not be modified, altered, or amended
unless approved in writing by both parties.
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
Licensor.
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 Blue Origin, LLC
Attn: City Clerk Attn: Director, Facilities Management
220 Fourth Avenue South 21218 7611 Avenue, South
LIMITED LICENSE AGREEMENT
(City of Kent and Blue Origin, LLC) Page 3 of 9
Kent, WA 98032 Kent, WA 98032
Email: Cityclerk@kentwa.gov Email: jdraeger@blueorigin.com
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 Licensor 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") for the Term identified above.
LICENSOR LICENSEE
(Blue Origin, LLC) (City of Kent)
By: By: ( p
Print Na e: 3'� �L '� �� c� Print Name: Dana Ralph
Its; t�c'�( ���s l� �c n*' `�1.�Dr1 Jan Its: Ma or
Date: M�r<.k 3 �2v Date: _
Attest: A A
y�1�
City Clerk
App ed as to Form:
Ci A torney
-Notary Acknowledgments Appear on ollowing Page-
LIMITED LICENSE AGREEMENT
(City of Kent and Blue Origin, LLC) Page 4 of 9
STATE OF WASHINGTON )
: ss.
COUNTY OF KING )
I hereby certify that I know or have satisfactory evidence that firs �{is
the person who appeared before me, and said person acknowledged that s elhe sinY this
instrument, on oath stated that she/he is authorized to execute the instrument on behalf of
Blue Origin, LLC as its C�c,)Rfs Nyc dvy- , 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.
NANCY NEWELL �
NOTARY PUBLIC
STATE OF WASHINGTON NOTARY PUBLIC, in and for the State
License Number177451 of Washington, residing at 4cn1 , WA
My Commission Expires April3,2023 My appointment expires (20-0'�a3
Romp
STATE OF WASHINGTON )
: ss.
COUNTY OF KING )
I hereby certify that I know or have satisfactory evidence that Dana Ralph 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.
�\1111111I .
= a ��a �� it Z/
NOTARY PUBLIC, in and for t S ate
�� _• - of Washington, residing at l > G
Ny�� O : My appointment expires
s
OF W ASS
LIMITED LICENSE AGREEMENT
(City of Kent and Blue Origin, LLC) Page 5 of 9
Exhibit A
[Licensed Area]
4.
Blue Origin T
O'Neill Building ;_. r ° �; '
21601 76th Ave South
L-,4r o 2 -t2
Kent WA 98032
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R
.........................
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Parking. ......................
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L U- ---I
Guest Parklqg
EWw"&lit Alt_ L
Entrance Exit
Exhibit B
LIMITED LICENSE AGREEMENT
(City of Kent and Blue Origin, LLQ Page 6 of 9
[Roles and Responsibilities]
1. Timing:
a. The City will have access to the Licensed Area starting at 1:00 pm for
set up activities. Blue will open the Licensed Area to the general public
at 6:00 pm. The entertainment for the Event will begin at 6:30 pm (e.g.,
color guard and national anthem), The speaking potion of the Event will
begin at 7:00 pm and conclude at 8:00 pm. The Event will not include a
portion for questions from the attendees. The City's access to the
Licensed Area will end at 9:30 pm. Blue and the City will cooperate to
clear the property of any attendees after the conclusion of the Event.
b. After the Event concludes, Licensee agrees to remove the setup
materials and other furniture and equipment and restore the Licensed
Area to its original condition prior to the issuance of this License, except
as expressly authorized in advance by Licensor, reasonable wear and
tear excepted. Such restoration obligation shall survive the expiration
of this License.
2. Traffic, Parking and External Security:
a. The City will provide 4-7 police officers outside to handle traffic entering
the property. The City will station police officers on 76th Avenue South
to guide attendees to the southernmost gate, and will station police
officers on the property to guide attendees to the appropriate parking
area. In addition to the police officers, the City will place signage and
cones outside the Building to guide attendees onto the property and to
the appropriate parking area.
b. Blue will provide approximately 250 parking spaces for the City
personnel and attendees along the inside portion of the Building (as
shown in Exhibit A). Blue will open the southernmost gate on the
property for attendees at 6:00 pm and close the gate at 7:00 pm. After
the gate closes at 7:00 pm, Blue will handle incoming traffic according
to its standard operating procedures. The City will keep 1 police officer
at the southernmost gate after 7:00 pm until the conclusion of the
Event.
3. Licensed Area and Internal Security: Blue will rope off the perimeter of the
Licensed Area (as shown in Exhibit A). The City will provide 6 police officers
inside the Building for the purpose of managing the attendees (3 uniformed
officers and 3 officers in business attire). The number of attendees (excluding
City personnel and Blue employees) at the event must not exceed 300. City
Personnel will count the number of attendees entering the Licensed Area. City
LIMITED LICENSE AGREEMENT
(City of Kent and Blue Origin, LLC) Page 7 of 9
Personnel and the police officers provided by the City will prevent the number
of attendees in the Licensed Area from exceeding 300.
The parties agree that attendees will not be allowed to enter the Licensed Area
with backpacks, handbags or similar containers that are roughly 12" H x 18" L
x 8" D in size ("large bags"). The City will include reference in its promotional
materials that large bags need to be left at home, in vehicles, or otherwise left
with City staff at check-in. Blue has agreed to provide a room the City may
use to check-in and store any large bags that attendees may arrive with and
are unable to store in their vehicle. The City agrees to provide a staff member
to manage the check-in and check-out of large bags.
4. Disruptive Attendees: Should any attendee violate the law, including
committing a public disturbance under Kent City Code § 9.02.680 or interfering
with a public event in violation of Kent City Code § 9.02.700(A), the City agrees
it will ask the attendee to leave or will otherwise remove the attendee from
the Licensed Area. If Blue asks an attendee to leave for accessing an area
outside of the Licensed Area, the City agrees to reasonably assist Blue in
removing the attendee from Blue's property. The City agrees Blue's property
is not a public forum and should any attendee wish to exercise their free speech
rights, the City agrees it will direct that attendee to the public sidewalk or other
traditional public forum.
5. Holding Room: As part of the Licensed Area, Blue will provide the City with
access to a holding room where the Mayor can prepare in advance of the
speaking portion of the Event. The City will control and manage access to the
room.
6. Materials and Equipment: Blue will provide 3-4 six-foot tables and
approximately 250 chairs. The City may designate areas for reserved seating.
The City will provide all other materials and equipment necessary for the Event,
including a 10x10 stage, lighting, sound equipment, and signage.
7. Blue Employees: Blue will send a communication to Blue employees regarding
the Event, including when the Licensed Area will be unavailable and when
parking along the interior of the Building will be unavailable. Other than Blue
employees assisting with the Event, Blue employees will not enter the Licensed
Area during the Event. Blue employees can observe the Event from outside the
Licensed Area.
8. City Personnel and Points of Contact: The City will provide a list of individuals
that need access to the Licensed Area before the Event for set up activities,
including City vendors and City personnel. The individuals accessing the
Premises for set up activities will enter the property through the midpoint
(normal visitor) gate and will enter the Licensed Area through the main
building entrance. The City will bring any materials or equipment through the
Northeast doors of the Building.
LIMITED LICENSE AGREEMENT
(City of Kent and Blue Origin, LLQ Page 8 of 9
-END-
LIMITED LICENSE AGREEMENT
(City of Kent and Blue Origin, LLQ Page 9 of 9