HomeMy WebLinkAboutCAG2021-340 - Original - Marquee on Meeker, LLC - Marquee on Meeker Development Agreement - 07/29/2021FOR CITY OF KENT OFFICIAL USE ONLY
Agreement Routing Form
For Approvals, Signatures and Records Management
This form combines & replaces the Request for Mayor's Signature and Contract Cover
Sheet forms. (Print on pink or cheny colored paper)
Sup/Mgr:
Dir Asst:
Dir/Dep:
KENT (Optional)
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Originator:
K. Finn on behalf of P. FitzPatrick
Department:
'Law
Date Sent:
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Date Required
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Authorized to Sign:
lTmayor or Designee
Date of Council Approval:
Budqet Account Number:
Budset? flves[ruo
Grant? Yesl-l ruo
Type: l\/tr
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Vendor Name:
Marquee on Meeker, LLC
Category:
License
Vendor Number:
2098575
Sub-Category:
Other
ProjectName: 1431quee On Meeker DevelOpment Agreement
ProjectDetails:,License that grants the vendor the right to install several right-of-way
improvements in the right of way related to the development of the former
Riverbend Par 3 ProPertY'
Agreement Amount:
Start Date:
Basis for Selection of Contractor: Othef* Memo to Mayor must be attached
Termination Date:
Local Business?es lf meets requirements per KCC 3.70,100, please complete "Vendor Purchase-Local Exceptions" fom on Cityspace.
Business License Verification ! v"r!rn-ProcessIrxempt (KCC s.01.045)
Notice required prior to disclosure?
No
Contract Number:
Comments;
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Date Received: City Attorney: 7 /29/2L Date City Clerk's OfficeRouted: Mayor's Office
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adccw22373 1 20 Visit Documents.KentwA.gov to obtain copies of all agreements
rev. 202 1 05 1 3
CAG2021-340
7/29/21
LIMITED LICENSE BETWEEN THE CITY OF KENT AND
MARQUEE ON MEEKER LLC
PARTIES
THIS LIMITED LICENSE ("License") is dated for reference purposes as of
JulyA_, 2O2I and is between the CITY OF KENT, a Washington Municipal
Coiporation ("City"), and MARQUEE ON MEEKER LLC, a Washington limited
liability company ("Licensee").
RECITALS
1. Licensee seeks to install several right-of-way improvements at its
Marquee on Meeker development in the City of Kent'
Z. Licensee has requested that the City grant a permit to use City 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,
maintain, operate, use, repair, replace and remove landscaping, sidewalk paving,
ADA ramps, parking facilities, and other fixtures and amenities at the Marquee on
Meeker devetopment ("Project") across, along, in, upon, and under a section of the
City's right-of-way described in Exhibit A (the "Licensed Property"). City and
Licenses agree that this License shall automatically renew at the end of the Term
for successive ten (10) year periods until this License is terminated as provided in
Section 3 below. A general description and visual representation of the plans and
specifications for the landscaping, sidewalks, ADA ramps' parking and other
improvements, and related fixtures and amenities, for the Project is attached as
Exhibit B ("Improvements"). This License is subject to all the terms and
conditions established below.
Z, Damage to Property and Restoration. Licensee shall repair any
damage to City-owned property (including but not limited to the Licensed Property)
caused by the installation, construction, operation, maintenance, removal, repair,
reconstruction, replacement, use, and inspection of the Improvements. Upon
revocation, termination, or expiration of this License, the Improvements shall
remain as constructed and be available for use by the public.
- 1 - Limited License Agreement v3
3. Revocation and Termination. The intent of this License is to
authorize Licensee to install, maintain, operate, use, repair, replace and remove the
Improvements on the Licensed Propefty, which is City right-of-way, and which
rignt-of-way constitutes a valuable property interest owned by the City. This
Lilense does not grant an estate in the land described as the Licensed 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 Licensed Property. As a License upon real
property, it is revocable; provided, however, that pursuant to the terms of the
bevetopment Agreement between City and Licensee concerning the Project dated
as of August 23, 20t7, and recorded under King County recording no'
20180314000845 (the "Development Agreement"), City agrees not to revoke or
otherwise terminate the License as long as any of the multifamily improvements for
the Marquee on Meeker development as described in the Development Agreement
are under construction or exist at the Project and the Licensee is not in default with
respect to any of its duties or obligations herein or in the Development Agreement
(the "project buration Period"). City shall provide Licensee with at least thirty (30)
ialendarlays'written notice of termination or revocation. Following a revocation or
termination of this License pursuant to this Section 3, 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 and comply with all 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
revocation by the City, if Licensee does not promptly cure its noncompliance
following written notice from the City of such noncompliance.
5. Maintenance. Licensee shall operate and maintain the Improvements
and the Licensed Property during and after construction in a clean, well-kept,
orderly and safe condition in accordance with City standards. Licensee shall
promptly make repairs at Licensee's cost, as neceSsary, to ensure the
improvements and the Licensed Property are kept in good condition in accordance
with City standards. The City's satisfaction under this Section 5 shall in no way
affect Licensee's duties as set forth in Section 7'
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, 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'
-2-Limited License Agreement v3
7. Indemnification.
indem nification requi rements :
Licensee shall comply with the following
7.L 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
pedormance of any of Licensee's rights or obligations granted by this License,
including maintenance activities, except to the extent caused by the sole or
concurrent negligence of, or the willful misconduct 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 when required to do so under this Section 7,
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 pafty 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.
3 Limited License Agreement v3
8.1 Before beginning work on the project described in this License,
Licensee shall provide a Certificate of Insurance evidencing:
8.1.1 Automobile Liabilitv insurance with limits no less than
g1,000,000 combined single limit per accident for bodily injury and property
damage; and
8.1.2 Commercial General Liabilitv 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 propefty
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.
8.3 The City 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 perlormance 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 and by Licensee.
10. Assignment. Licensee shall not assign all or any portion of its rights,
benefits, or privileges, in and under this License in violation of any term or
provision of the Development Agreement or any other agreement between City and
Licensee with respect to the Project and in any event 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
- 4 - Limited License Agreement v3
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 (a) mortgage its rights,
benefits, and privileges in and under this License to any mortgage lender having or
obtaining a lien on the Project, (b) assign all of the rights, benefits and, privileges,
duties and obligations to (i) any subsidiary, parent, affiliate or company having
common control with Licensee, or (ii) to any successor in interest to Licensee as an
owner or tenant of all or any portion of the Project, so long as such transferee,
assignee or successor assumes in writing all of the duties and obligations of
Licensee set forth herein and written notice of same is provided to the City' From
and after the later of the date that Licensee no longer owns any interest in the
project or the date that Licensee provides City with the written
assignment/assumption documents as required herein, Licensee shall have no
responsibility for any obligations accruing after such date, and City shall look to
Licensee's successor(s) in interest for obligations of the Project owner(s) accruing
after such date,
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 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 personally delivered, or 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 pafty in writing:
CITY:LICENSEE:
City of Kent
Attn: City Clerk
220 Fourth Avenue South
Kent, WA 98032
Marquee on Meeker LLC
c/o Landmark Development GrouP
27tL West Valley Highway Notth
Suite 200
Auburn, WA 98001
Attn: Brett Jacobsen
Email : bjacobsen@fnw-inc.com
5
With a copy to:
Limited License Agreement v3
Marquee on Meeker LLC
c/o HAL Real Estate Inc.
2025 First Avenue, Suite 700
Seattle, WA 98121
Attn: Jonathan Manheim
Email : imanheim @hal rea lestate.com
And to:
FKSDO
Attn: Tom Read
901 5th Avenue, Suite 4000
Seattle, WA 98164
Email : tread@fksdo. com
L4. 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 last day
executed below (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.
L7. Memorandum. Promptly after the Effective Date, the parties agree to
execute and record a memorandum of this Agreement in the form of attached
Exhibit C.
[signatures on following Page]
-6-Limited License Agreement v3
This License is executed and shall become effective as of the last date signed
below,
CITY OF KENT
By:
Print Name:
Its:
Date
LICENSEE
MARQUEE ON MEEKER LLC, A
Washington limited liability company
Miss nks LLC, a
Wa tn n imited liability
By
By I
Print N e
Its:
Date
managercom
-7 -Limited License Agreement v3
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 and year first abov written.
\\ltt
fiY4It
\\o bo
a 1ni37 NOTARY PUBLI , in and for te
of Washington, residing
My appointment exPires
at
fttt wA
8 Limited License Agreement v3
STATE OF WASHINGTON
COUNTY OF Krn4r^
U
On this day of 202L, before me, the undersigned,
a Notary Public in and for the State Washington, duly commissioned and sworn
personally appeared Brett Jacobsen,known to me to be the Manager of The Missing
Links LLC, the Manager of MARQUE E ON MEEKER LLC, the limited iability company
that executed the foregoing instrument,and acknowledged the said instrument to be
the free and voluntary act and deed of said imited liability company, for the purposes
therein mentioned, and on oath stated th at he/she was authorized to execute said
instrument,
I certify that I know or have satisfactory evidence that the person appearing
before me and making this acknowledgment is the person whose true signature
appears on this document,
WITNESS my hand and official seal hereto affixed the day and year in the
certificate above written.
SS
.J
1
J(
I
Crietioa loe Rolefib
Nolary Fublic
State of Warhington
M y Appcinhenr E xit.. OnOnU24
uommtBsion Numla 20110790
gnature
\,Qr-
Print Name
il,:lf ,il,:Y:|.:il?"?''j.?;SHf&1h',i{Eu
My commission expires'-t f)nl1-ot4
9 Limited License Agreement v3
EXHIBIT A
LEGAL DESCRIPTION OF THE LICENSED PROPERTY
All that certain real property located in King County, Washington and described as
follows:
LOTS 1 AND 2 OF CITY OF KENT SHORT PLAT NO. SP-20L7-L, RECORDED UNDER
RECORDING NO. 20L8032L900004, IN KING COUNTY, WASHINGTON.
-10-Limited License Agreement v3
EXHIBIT B
DESCRIPTION OF IMPROVEMENTS
lmprovernenlr within the License Area include, but are not limited to, p*rking landscape,
roekeries, lighting, ADA rarnps. utilities, walkways, walkway associated appurtenflnc€s,
bollards, signage, ddveways" For detailed information on the improvements, please s€e all
related approved plans arrd specifications on file with the City of Kent Cornmunity Developrnent
Department.
- 11 -Limited License Agreement v3
EXHIBIT C
MEMORANDUM OF LICENSE AGREEMENT
WHEN RECORDED RETURN TO:
FKSDO
Attn: Tom Read
901 5th Avenue, Suite 4000
Seattle, WA 98164
Document Title:
Grantor:
Grantee:
Legal Description:
MEMORANDUM OF LICENSE AGREEMENT
CITY OF KENT
MARQUEE ON MEEKER LLC
Abbreviated Legal Description: Lots I and2, City of Kent SP No. SP-2017-1, Rec,
20180321900004 in King County, Washington
Full Legal Description: See Exhibit A attached'
Assessor's Tax Parcel Nos.t 232204-9093-02;232204-9093-93;232204-9094-01;
232204-9094-92
Reference Nos. of Documents Released or Assigned: Not applicable.
MEMORANDUM OF LICENSE AGREEMENT
This Memorandum of License Agreement is dated as of July 2021, and is by and
between CITY OF KENT, a Washington Municipal Corporation ("Seller"), and MARQUEE
ON MEEKER LLC, a Washington limited liability company' ("Buyer").
-L2-Limited License Agreement v3
L Agreement. Seller and Buyer have entered into a Limited License Agreement
dated July_ , i021, concerning the real property described on attached Exhibit A (the
"Property").
2. Purpose. This Memorandum is prepared for the purpose of recordation only, and
does not modify the Limited License Agreement in any way.
SELLER:
CITY OF KENT, a Washington Municipal
Corporation
By:
Print Name: Dana Ralph
Its: Mayor
BUYER:
MARQUEE ON MEEKER LLC, A
Washington limited liability company
By: The Missing Links LLC, a
Washington limited liability company
its manager
By: Brett Jacobsen, Manager
-13-Limited License Agreement v3
srATE OF WASHINGTON )
coLiNrY oF KrNG t
SS
I hereby certiSz that I know or have satisfactory evidence that Dana Ralph is the person
who appeared tefore me, and said person acknowledged that she signed this instrument, on oath
statedilat she is authonzedto execute the instrument on behalf of the City of Kent as its Mayor,
and such execution to be the free and voluntary act ofsuch 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'
NOTARY PUBLIC, in and for the State
of Washington, residing at
My appointment exPires
I4 Limited License Agreement v3
STATE OF WASHINGTON
COTINTY OF
On this day of 2021, before me, the undersigned, a Notary
Public in and for the State of Washington,duly commissioned and swom personally appeared Brett
Jacobsen, known to me to be the Manager of The Missing Links LLC, the Manager of MARQUEE
ON MEEKER LLC, the limited liability company that executed the foregoing instrument, and
acknowledged the said instrument to be the free and voluntary act and deed of said limited liability
company, for the purposes therein mentioned, and on oath stated that helshe was authorized to
execute said instrument.
I certiff that I know or have satisfactory evidence that the person appearing before me and
making this acknowledgment is the person whose true signature appears on this document.
WITNESS my hand and official seal hereto affixed the day and year in the certificate above
written.
Signature
PrintName
NOTARY PLIBLIC in and for the State of
Washington, residing at
My commission expires
)
)
)
SS.
-15-Limited License Agreement v3
EXHIBIT A
LEGAL DESCRIPTION
All that certain real property located in King County, Washington and described as follows:
LOTS 1 AND 2 OF CITY OF KENT SHORT PLAT NO. SP-2017.1, RECORDED UNDER
RECORDING NO. 2OI8O32I9OOOO4, IN KING COLTNTY, WASHINGTON.
16 Limited License Agreement v3