HomeMy WebLinkAboutCAG2022-269 - Original - Osprey Group LLC - Cedar Street Extension Limited License - 07/05/2022ApprovalOriginator:Department:
Date Sent:Date Required:
Authorized to Sign:
o Director or Designee o Mayor
Date of Council Approval:
Budget? o Yes o No
Grant? o Yes o No
Type:Review/Signatures/RoutingDate Received by City Attorney:Comments:
Date Routed to the Mayor’s Office:
Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Basis for Selection of Contractor:
Termination Date:
Local Business? o Yes o No*
*If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Notice required prior to disclosure?
o Yes o No
Contract Number:
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 cherry colored paper)
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
Budget Account Number:
LIMITED LICENSE--Page 1 of 10
(between City of Kent and Osprey Group, LLC )
LIMITED LICENSE BETWEEN
THE CITY OF KENT AND
Osprey Group, LLC
PARTIES
THIS LIMITED LICENSE ("License") is between the CITY OF KENT, a
Washington Municipal Corporation ("City"), and Osprey Group LLC, a Washington
Limited Liability Company (“Licensee").
RECITALS
1. Licensee seeks to install Private Street Improvements (roadway paving,
curb, 3’ max. high keystone retaining wall, storm drainage with roof drain
connections, 2 sewer services, 2 water meters and services) at Cedar Street
Extension in the City of Kent.
2. Licensee has requested that the City grant a permit to use City right-of-
way to install Private Street Improvements within the City.
3. The City has agreed to issue this license.
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 Private
Road Improvements at Cedar Street Extension (“Premises”) across, along, in, upon,
and under 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 of the plans and specifications for
Cedar Street Extension is attached as Exhibit B (“Improvements”). 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, and inspection of
the Improvements on the Property. Upon revocation, termination, or expiration of
this License, Licensee shall restore the Property to its original condition prior to the
issuance of the License. Such restoration obligation shall survive the expiration of
this License.
LIMITED LICENSE--Page 2 of 10
(between City of Kent and Osprey Group, LLC )
3. Revocation and Termination. The intent of this License is to authorize
Licensee to install Private Road Improvements on the designated City right-of-way,
which right-of-way 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 ninety (90) calendar days’ written notice of
termination or revocation. Upon receipt of such notice from the City, Licensee is
required to remove all Improvements, restore the 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 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. Licensee shall maintain the Improvements and Property
in a clean, well-kept, orderly condition to the satisfaction of the City. 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.
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, 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 (2) 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,
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
LIMITED LICENSE--Page 3 of 10
(between City of Kent and Osprey Group, LLC )
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 comple0ted 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 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 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
LIMITED LICENSE--Page 4 of 10
(between City of Kent and Osprey Group, LLC )
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.
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 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.
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.
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. 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
LIMITED LICENSE--Page 5 of 10
(between City of Kent and Osprey Group, LLC )
shall consent to such 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 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:
City of Kent
Attn: City Clerk
220 Fourth Avenue South
Kent, WA 98032
LICENSEE:
Osprey Group LLC
Attn: Jay Schlau
410 Lake St. South
Kirkland, WA 98033
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. 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.
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STATE OF WASHINGTON )
ss
COUNW 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.
D l1 c
NOTARY PUBLIC, in an for e State
o.of Washington, residing at
My appointment expires
Op
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LIMITED LICENSE--Page 7 of 10
(between City of Kent and Osprey Group, LLC )
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LIMITED LICENSE--Page 9 of 10
(between City of Kent and Osprey Group, LLC )
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
That portion of Cedar Street as depicted on the Plat of Sunnyside Addition to Kent,
recorded December 16, 1909, in Volume 18 of Plats, at Page 66, records of King
County, more particularly described as follows;
Beginning at the Southwest Corner of Lot 3, in Block 2, of said Plat;
Thence East, along the North Line of said Cedar Street, a distance of 230.36 feet,
more or less, to the Southeast Corner of Lot 5, in said Block 2;
Thence South, a distance of 60.00 feet, more or less, to the Northeast Corner of Lot
5, in Block 3, of said Plat;
Thence West, along the South Line of said Cedar Street, a distance of 229.56 feet,
more or less, to the Northwest Corner of Lot 1, in said Block 3;
Thence North, along the East Line of Hazel Street, as depicted on said Plat, a
distance of 60.00 feet, more or less, to the Point of Beginning. Containing 13,798
Square Feet, more or less.
Situate in the City of Kent, County of King, State of Washington.
LIMITED LICENSE--Page 10 of 10
(between City of Kent and Osprey Group, LLC )
EXHIBIT B
CIVIL PLAN SET
(Attached)
EXHIBIT 6
SIMPLIFIED SITE PLAN
HAZEL AVE.
LIMITED LICENSE --Page 10 of 10
(between City of Kent and The Ospre�Group, LLC