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HomeMy WebLinkAboutCAG2024-544 - Other - King County - RapidRide I - Limited License Agreement (Revised) 12/4/24 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional) WASHINGTON Sheet forms. (Print on pink or cherry colored paper) Originator: Department: T. Reyes-Selden for T. White Law Date Sent: Date Required: > 12/04/2024 ASAP O Q. Mayor or Designee to Sign. Date of Council Approval: Q Interlocal Agreement Uploaded to Website N/A Budqet Account Number: Grant? Yes NoFZ Budget?❑Yes[:]No Type: N/A Vendor Name: Category: King County License Vendor Number: Sub-Category: c Original O 'M Project Name: RapidRide I Line - Limited License Agreement (revised) a- Project Details: 10-year limited license agreement to install RapidRide bus rapid transit O passenger facilities and associated amenities at multiple locations throughout the RapidRide I Line corridor in the City's right-of-way. C O t t Basis for Selection of Contractor:Agreement Amount: N/A Interlocal Agreement *Memo to Mayor must be attached i Start Date: Date of final signature Termination Date: 10 yrs + auto renew for add'I 10 yrs p1 Q Local Business?❑Yes❑No*lfmeets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions"form on Cityspace. Business License Verification: Yes❑In-Process❑Exempt(KCC5,01.045) El Authorized Signer Verified Notice required prior to disclosure? Contract Number: F—]YesO No CAG2024-544 Comments: OK to sign, TW, 12/4/2024 f( L �J. N 0 3 � a, a, cc J d Date Received:City Attorney: 12/4/24 Date Routed:Mayor's Office��-1 City Clerk's Office 6 adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 LIMITED LICENSE BETWEEN THE CITY OF KENT AND KING COUNTY FOR THE RAPIDRIDE I LINE PARTIES THIS LIMITED LICENSE ("License") is between the CITY OF KENT, a Washington Municipal Corporation ("City"), and KING COUNTY, a home rule charter county and political subdivision of the State of Washington ("Licensee"). The City and Licensee are sometimes referred to herein together as the "Parties" and individually as a "Party." I. RECITALS 1.1 Licensee seeks to install transit passenger facilities for the RapidRide I Line ("Project") such as shelters and other related station amenities at certain locations in the City's right-of-way as identified in Civil Construction Permit numbers RECC-2214633, RECC-2214741, RECC-2214784, RECC-2214799, RECC-2214822 RECC-2214843, RECC-2214847, RECC-2214849. 1.2 Licensee has requested that the City grant a permit to Licensee for its use of City right-of-way, and other real property commonly referred to by Assessor Parcel Number 7830800650, to install Licensee's transit facilities and amenities within the City. 1.3 The City supports Licensee's RapidRide I Line project and has agreed to issue this License on the condition that Licensee remain solely responsible for any liability associated with the Licensee's transit passenger facilities, including without limitation their siting, design, construction, installation, maintenance, and removal. The terms of this License shall be interpreted with this express intent in mind. NOW, THEREFORE, THE CITY AND LICENSEE AGREE AS FOLLOWS: II. LICENSE 2.1 Recitals Incorporated. The foregoing recitals are incorporated into the terms of this License. 2.2 License Granted. 2.2.1 The City grants this License ("License") for a period of ten (10) years from the Effective Date (the "Term") for Licensee to install RapidRide bus rapid transit passenger facilities and associated amenities at multiple locations throughout the RapidRide I Line corridor ("Premises") across, along, in, upon, and under the City's right-of-way as described in Exhibit A. No other RapidRide I Line locations are LIMITED LICENSE FOR THE RAPIDRIDE I LINE - Page 1 of 10 (between City of Kent and King County) authorized unless approved through a subsequent amendment to this License. 2.2.2 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 2.4 of this License. 2.2.3 A general description of the plans for the RapidRide I Line facilities and amenities are provided for in the Civil Construction Permit application plan sets referenced in Section 1.1 above and Exhibit A ("Improvements"). Such Improvements include, but are not limited to, shelters and foundations, pylons and foundations, communications infrastructure, bus flags, litter receptacles, benches, barrier rails, walls, bollards, downspout connections, curb paint, and public art. No other Improvements are authorized unless approved through a subsequent amendment to this License. 2.2.4 This License is subject to all the terms and conditions established herein and is granted on the condition that Licensee design, construct, install, and maintain Improvements that comply with all applicable laws and regulations, including federal, state, and local design and construction standards. 2.3. Damage to Premises and Restoration. Licensee shall repair any damage to the Premises caused by the inspection, installation, construction, operation, maintenance, removal, repair, reconstruction, replacement, or use of the Improvements on the Premises, and shall repair in a timely manner any damage or defacement to the Improvements or the Premises including, but not limited to, vandalism or graffiti. Upon revocation, termination, or expiration of this License, Licensee shall restore the Premises to its original condition prior to the issuance of the License. Such restoration obligation shall survive the expiration of this License. 2.4. Revocation and Termination. 2.4.1 The intent of this License is to authorize Licensee to install Improvements on the Premises consistent with the terms of this License. The Premises constitute valuable property interests owned by the City. This License does not grant an estate in the land described as the Premises; 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 Premises. As a License upon real property, it is revocable by the City as described in this License. However, the City acknowledges that the Improvements were funded in part by a Small Starts Grant (the "Grant") through the Federal Transit Administration ("FTA"), the terms of which require that the Licensee ensure that the Improvements continue to support the original purpose of the Grant throughout their useful life or until their disposition. If the City revokes this License in whole or in part for any reason (including but not limited to the reasons addressed in Section 2.4.2, Section 2.4.3, Section 2.5, and Section 2.6) prior to the end of the useful life of the Improvements, and the revocation removes the original transit function, then the Licensee shall relocate the affected LIMITED LICENSE FOR THE RAPIDRIDE I LINE - Page 2 of 10 (between City of Kent and King County) Improvements at its sole cost to a similar site and location elsewhere in the Project corridor. The Parties shall cooperate in good faith to promptly select a mutually agreeable similar site and location, taking into account the original purpose of the Grant. 2.4.2 If, during the Term of this License, the City identifies a condition that arises out of or relates to the Improvements or the Premises, and if the condition is not specifically addressed in Section 2.4.3, Section 2.5, or Section 2.6 of this License, then the Parties shall negotiate in good faith to timely address the condition, and shall timely elevate those negotiations within their respective organizations as necessary to achieve resolution. If, after exhausting the good-faith negotiation process, the City reasonably concludes that it must revoke this License as to the affected Improvements or the affected portion of the Premises in order to protect the City's interests, then subject to the relocation requirements of Section 2.4.1 the City will provide Licensee with at least one hundred eighty (180) calendar days' written notice of such partial termination or partial revocation as to the affected Improvements or the affected portion of the Premises. Upon receipt of such notice from the City, and prior to the expiration of the notice period, Licensee is required to remove and relocate the affected Improvements consistent with Section 2.4.1 and to restore the affected portion of the Premises, all at the Licensee's sole cost. If Licensee fails to remove and relocate the affected Improvements within the allotted time, the City may remove all or part of the affected Improvements, restore the affected portion of the Premises, and recover the costs of such removal and restoration from Licensee. 2.4.3 The notice period in Section 2.4.2 shall not apply to any removal and relocation the City may order due to the Improvements creating, maintaining, or contributing to the existence of a public nuisance or that otherwise violate any applicable law or regulation, including any federal, state, or local design and construction standards, as determined in the City's sole discretion. In such event, the City shall provide the Licensee with notice and 14 calendar days to cure the violation, or such other reasonable time period as the City may determine under the particular circumstances then existing. Should Licensee fail to cure the violation within such time period, this License may be immediately revoked by the City as to the offending Improvements and the Licensee shall immediately remove all such Improvements, relocate those Improvements to a similar site and location consistent with Section 2.4.1, and restore the Premises. 2.5 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 2.5 shall constitute grounds for revocation by the City and the City shall provide the Licensee with notice and 14 calendar days to cure the violation, or such other reasonable time period as the City may determine under the particular circumstances then existing. Should Licensee fail to cure the violation within such time period, this License may be immediately revoked by the City and the Licensee shall immediately remove all affected Improvements, relocate them to a similar site LIMITED LICENSE FOR THE RAPIDRIDE I LINE - Page 3 of 10 (between City of Kent and King County) and location consistent with Section 2.4.1, and restore the relevant portion of the Premises. The City's approval of any such permit shall not relieve Licensee of its duties under this License, including its obligations in Section 2.8. 2.6 Maintenance. Licensee shall regularly inspect and maintain the Improvements and Premises in a clean, well-kept, orderly condition to the satisfaction of the City. Licensee shall promptly clean and make repairs at Licensee's cost, as necessary, to ensure the Improvements and Premises are kept in good condition to the satisfaction of the City. If the Parties disagree on cleaning or repair-related matters such as frequency of inspection, maintenance standards, repair priorities, or any other matter relating to inspection, maintenance, or repair, then they shall meet and confer in good faith to negotiate an agreed scope and schedule for the subject work. However, if the Parties are unable to agree, the City's decision in this regard is final and the City shall provide the Licensee with notice and 14 calendar days to cure the violation, or such other reasonable time period as the City may determine under the particular circumstances then existing. Should Licensee fail to cure the violation within such time period, this License may be immediately revoked by the City as to the affected Improvements and the Licensee shall immediately remove those Improvements, relocate them to a similar site and location consistent with Section 2.4.1, and restore the relevant portion of the Premises. 2.7 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 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 seven (7) succeeding business days. 2.8 Indemnification. Licensee shall comply with the following indemnification requirements: 2.8.1 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 (each a `Claim," and collectively, "Claims"), arising out of or in connection with or related to the Improvements or the performance of any of Licensee's rights or obligations granted by this License, including the siting, design, construction, installation, operation, use, maintenance, and replacement, removal, repair, or use of the Premises or the Improvements, except to the extent caused by the sole negligence of the City, its employees, agents, contractors, or invitees. 2.8.2 The City's issuance of permits or inspection or acceptance of any of Licensee's work when completed shall not be grounds for Licensee to avoid any of LIMITED LICENSE FOR THE RAPIDRIDE I LINE - Page 4 of 10 (between City of Kent and King County) these covenants of indemnification. 2.8.3 These indemnification obligations shall extend to any Claim arising out of or relating to the Premises or Improvements and that may be settled by compromise, provided that Licensee shall not be liable to indemnify the City for any settlement agreed upon by the City without advance notice to Licensee and a reasonable opportunity provided to Licensee to participate in those settlement discussions. 2.8.4 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 2.8, and if Licensee's refusal is subsequently determined by a court having jurisdiction (or such other tribunal that the Parties may 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 from Licensee under this Section 2.8. 2.8.5 The provisions of this Section 2.8 shall survive the expiration or termination of this License. 2.9 Insurance. 2.9.1 Pursuant to Ch. 48.62 RCW and Ch. 2.21 of the King County Code, King County maintains a fully funded self-insurance program for the protection and handling of its liabilities, including injuries to persons and damage to property. Licensee shall, at its own expense, maintain, through its self-funded program, coverage sufficient for all its liability exposures under this License. Licensee does not purchase Commercial General or Auto Liability insurance; therefore, King County does not have the ability to name an entity as an Additional Insured. 2.9.2 Licensee agrees to require its contractors/subcontractors and/or consultants/subconsultants to purchase and maintain insurance coverage meeting the requirements of Section 2.9.3. Licensee agrees to require its contractors/subcontractors and/or consultants/subconsultants to include the Licensee and the City as Primary Non-Contributory Additional Insured on all liability policies (excluding Professional Liability, Errors and Omissions, and/or Workers' Compensation). 2.9.3 All contractors/subcontractors and/or consultants/subconsultants for Licensee shall procure and maintain for the duration of this License, insurance coverage and the minimum 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 this Licensee. Licensee shall ensure that such coverage is maintained for the duration of this License. 2.9.3.1 Commercial General Liability insurance written on an LIMITED LICENSE FOR THE RAPIDRIDE I LINE - Page 5 of 10 (between City of Kent and King County) 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. 2.9.3.2 Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage. 2.9.3.3 Excess/Umbrella Liability insurance with limits not less than $2,000,000 per occurrence and aggregate. 2.9.3.4 Workers' Compensation coverage for the employees of all contractors/subcontractors and/or consultants/subconsultants as required by the Industrial Insurance laws of the State of Washington. 2.9.4 If Licensee's contractors/subcontractors and/or consultants/subconsultants maintain broader coverage and/or higher limits than the minimums shown above in Section 2.9.3, the City requires and shall be entitled to the broader coverage and/or the higher limits. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 2.9.5 Insurance coverage 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. Any payment of deductible or self-insured retention shall be the sole responsibility of Licensee and/or Licensee's contractors/subcontractors and/or consultants/subconsultants. 2.9.6 Licensee and/or its contractors/subcontractors and/or consultants/subconsultants grants the City a waiver of any right to subrogation, for any damages covered by any property insurance obtained pursuant to the insurance requirements of this License or other property insurance applicable to this License. Licensee and/or its contractors/subcontractors and/or consultants/subconsultants agree to obtain an endorsement that is necessary to affect this waiver of subrogation. 2.9.7 Any insurance maintained by the City shall be in excess and non- contributory of the Licensee's insurance. 2.9.8 Licensee's maintenance of a self-insurance program shall not be construed to limit the liability of the Licensee to the coverage provided by such self- insurance program, or otherwise limit the City's recourse to any remedy available at LIMITED LICENSE FOR THE RAPIDRIDE I LINE - Page 6 of 10 (between City of Kent and King County) law or in equity. 2.10 Modification. This License may not be modified, altered, or amended unless first approved in writing by the City. 2.11 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. 2.12 Compliance with Laws. Licensee shall comply with all federal, state, and municipal laws, rules, and regulations that are applicable to this License, including all federal, state, and local design and construction standards. 2.13 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. 2.14 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 King County METRO Attn: City Clerk Attn: Michelle Allison, General Manager 220 Fourth Avenue South King Street Center Kent, WA 98032 201 S Jackson St., Room 415 Seattle, WA 98104-3856 2.15 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. LIMITED LICENSE FOR THE RAPIDRIDE I LINE - Page 7 of 10 (between City of Kent and King County) 2.16 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). 2.17 Warranty of Authority to Execute. Each person executing this License warrants that they have 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 0 By: � By: Print Name: Dana Ralf Print Name: Michelle Allison Its: Mayor Its: General Manager Date: -70 `""-4 Date: 10 I� 2r521 LIMITED LICENSE FOR THE RAPIDRIDE I LINE- Page 8 of 10 (between City of Kent and King County) 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 fficial seal the day and year first above writ n. I'0*, fill l/l q1 ko i� O /� ` Y 11 Q� 6p i, zz S i°�013i �0 �%NOTARY PUBLIC, in and for h St to �A �o = 0;of Washington, residing at �4 � ,,1 s o$,ti�' My appointment expires —O LIMITED LICENSE FOR THE RAPIDRIDE I LINE - Page 9 of 10 (between City of Kent and King County) STATE OF WASHINGTON ) . ss. COUNTY OF KING ) I hereby certify that I know or have satisfactory evidence that Michelle Allison 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 King County as its General Manager of Metro Transit Department, 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 here Tito set my hand and official seal the day and year first above rjtten. ?' t�►A El�ld X1C�TARY NOTARY PUBLIC, in and for the State pUBI.�C gyp; of Washington, residing at IC! N5 COL/V f y '/JQ No.220%9% � ' My appointment expires i / z G 2 G. 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