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HomeMy WebLinkAboutCAG2025-116 - Original - Early Access Agreement - Mason Corey DBA Riverbend Bar and Grill - 3/5/25 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form Dir. Assist: • For Approvals,Signatures and Records Management KE N T This form combines&replaces the Request for Mayor's Signature and Contract Cover WASHINcroN Sheet forms. Dir/Dep Dir: Originator: Department: Julie Parascondola Parks, Recreation & Community Services Date Sent: Date Required: c 03/06/2025 03/07/25 CL Authorized to Sign: Date of Council Approval: C W]Director or Designee n/a Budget Account Number: Grant?[:]YesZNo 4800.34500.0450 Budget?:Yes:No Type: N/A Vendor Name: Category: Mason Corey DBA Riverbend Bar and Grill Other Vendor Number: Sub-Category: = 2582807 Other 0 Project Name: Riverbend Bar and Grill early access agreement. E c Pro)ectDetails:Access to Riverbend Clubhouse prior to signing lease to quickly ,� p 9 9 q Y = meet potential commencement dates. c a� E Agreement Amount: See comments Basis for Selection of Contractor: Other `Memo to Mayor must be attached Start Date: 3/5/2025 Termination Date: 05/01/25 Im Q Local Business?F_1YesP'1No* If meets req uiremen ts per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions'form on Cityspace. Business License Verification:Yes 0 In-Process:Exempt(KCC 5.01.045) Notice required prior to disclosure? Contract Number: F]Yes�✓ No CAG2025-116 Comments: a1 G 3 0 $10,000 deposit + $3,000 monthly for utilities. N y •� i N 3 f0 C V1 Date Routed to the City Clerk's Office: 3/6/2 5 ac«w»373__,0 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20210513 • KENT WISH 1 1-1 EARLY ACCESS AGREEMENT between the City of Kent and MASONCA, LLC THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and MasonCA, LLC, a limited liability corporation organized under the laws of the State of Washington, doing business at 13914 SE 88th Place, Newcastle, WA 98059 (hereinafter the "Licensee"). I. RECITALS The City is the owner of certain real property and improvements at the Riverbend Clubhouse, located at 2019 W. Meeker St., Kent, Washington, 98032, and intends to lease a portion of that property, including a restaurant dining area, banquet area, kitchen, walk-in coolers, back offices, patio and dry storage, to Licensee for the operation of a restaurant benefitting the City's golf course operations. Licensee desires to access the property prior to the signing of a lease to be able to more quickly meet potential commencement dates. The City is willing to execute this Agreement with the intent to enter into a lease at a later date. II. TEMPORARY REVOCABLE LICENSE TO ACCESS PREMESIS. The City hereby grants a temporary and revocable license to access the premises described in Exhibit A to allow Licensee to begin advance preparations for the anticipated opening of a restaurant. This License grants access to the premises, the right to place and store personal property on the premises in furtherance of the terms of this Agreement, and the right to make improvements to the premises subject to City approval pursuant to Section V. III. TERM AND TERMINATION. The term of this license shall run until May 1st, 2025, or the possession date of any lease for this premises, whichever is sooner. The City may revoke this license at any time by giving three days' notice of such revocation. Upon revocation, Licensee shall remove any non-affixed furniture, fixture, and equipment owned and brought onto the premises by Licensee during the term of this Agreement. IV. SECURITY DEPOSIT. Upon execution of the Agreement, Licensee shall deposit $10,000 with the City that the City shall retain to cover any damage to the premises, any unpaid utility fees, any outstanding restoration obligations, or other unpaid sums under this Agreement, including restoration of the premises in the event no lease is executed during the term of this Agreement. Upon execution of any lease with Tenant, the City shall return this deposit at Tenant's request. However, Tenant may elect to allow the City to convert this deposit into any"Security Deposit" or similar deposit required by such lease. Should this Agreement be terminated by either party, City shall return the remaining balance less any deduction authorized by this section within 30 days. V. WORK TO BE APPROVED BY CITY; OWNERSHIP OF IMPROVEMENTS. Licensee will not make any alterations, additions, or improvements in or to the Premises, including without limitation any penetration to the roof, without the prior written consent of City. Requests for alterations shall be submitted in writing at least 48 hours prior to such work being initiated. All alterations, additions, or improvements are owned by the City, and no lien is to be created by any work done on the premises. 1 VI. PAYMENT OF UTILITIES. Licensee shall pay a monthly flat fee of $3,000 for the duration of this Agreement as initial compensation for utility usage during the license period. Such payment shall be made within 30 business days of receipt of an invoice for payment. This amount may be prorated based on the effective date and termination dates of this Agreement. Failure to pay this fee shall constitute an event of default under this Agreement. Within 90 days of the commencement date of any lease between the parties, the City shall calculate the utilities usage and proportional charges attributable to Licensee during the term of this Agreement in accordance with the proportions and shares of utilities agreed upon in such lease. For the purposes of this section, utilities shall include electric, gas, storm drainage, sewer, water, and garbage services. Any credits or additional charges shall be applied equally to the subsequent two months of utility payments following this calculation. VII. NO RIGHT TO LEASE; FORFEIT OF RIGHTS. Nothing herein shall be construed to create any right to or reliance interest in the execution of a lease for these premises. While it is the intent of both parties that a lease agreement be reached during the term of this Agreement, the Parties agree that neither party shall be entitled to any damages for either parties failure to do so, except that the City shall be entitled to indemnification and recovery for damages and alterations to the premises occurring during the term of this Agreement. VIII. INDEMNIFICATION. The Licensee shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Licensee's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Licensee's work when completed shall not be grounds to avoid any of these covenants of indemnification. The provisions of this section shall survive the expiration or termination of this Agreement. In the event the Licensee refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Licensee's part, then the Licensee shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Licensee's part. IX. INSURANCE. The Licensee shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. X. LICENSEE'S WORK AND RISK. The Licensee agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Licensee's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those services. All work shall be done at the Licensee's own risk, and the Licensee shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XI. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its Licensees and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. 2 B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VIII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, or receipt of email, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Licensee. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. Should any language in any of the exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Public Records Act. The Licensee acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Licensee in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Licensee agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. I. City Business License Required. Prior to commencing the tasks described in Section I, the Licensee agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. J. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page 3 to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. LICENSEE: CITY OF KENT: G; n-- By: C�Mason(M a r2,202520:26 PST) By: eParascon ola(M a r3,202510:32 PST) Print Name: Corey Mason Print Name: Julie Parascondola, CPRE Its:Owner Its: Kent Parks Director DATE: 03/02/25 DATE: 03/03/25 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: LICENSEE: CITY OF KENT: Corey Mason Eric T. Hinrichs, PGA MasonCA, LLC Golf Course Manager corey@masonca.com ehinrichs@kentwa.gov 206.930.5384 253.856.5191 ATTEST: etj� A�04 Kent City Clerk 4 EXHIBIT A PREMISES / DESCRIPTION OF PREMISES The restaurant area consists of 5,400 indoor square footage, which includes the main dining and bar area, kitchen, walk-in coolers, two offices, two walk-in storerooms. Maximum indoor occupancy (restaurant and bar): 3,200 square feet, max occupancy of 200. The remaining space is made up of the kitchen, bathrooms, walk-in coolers, storage areas, mechanical rooms and the office. This area is 2200 square feet and has an occupancy of around 15. Maximum outdoor occupancy (patio area): 1,600 square feet. Occupancy dependent upon setup. Maximum outdoor occupancy (tent): 2,400 square feet. Occupancy dependent upon setup. 9,400 ��. TOTALSQFT _ `C r 00 t INDOOR SQFT .;. r A .1 .. 40-0-11 OUTDOOR TENT - h- �� , 1,600 OUTDOOR PATIO SQF1 EXHIBIT B INSURANCE REQUIREMENTS Insurance Tenant shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Tenant's operation and use of the leased Premises. The cost of such insurance shall be borne solely by the Tenant. A. Minimum Scope of Insurance Tenant shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on Insurance Services Office(ISO)form CG 00 01, on an "occurrence" basis, including products and completed operations, property damage, bodily injury, personal and advertising injury, and shall cover premises and contractual liability. The City shall be named as a Primary, Non-Contributory Additional Insured on Tenant's Commercial General Liability insurance policy using ISO Additional Insured-Managers or Lessors of Premises Form CG 20 11, or a substitute endorsement providing equivalent coverage. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Liquor Liability insurance with the same limits as the Commercial General Liability coverage. 3. Property insurance shall be carried by the Tenant against all risks of loss to any tenant improvements or betterments, at full replacement costs with no coinsurance penalty provision. The property insurance is to be endorsed to include Legal Liability Coverage (ISO Form CP 00 40 04 02 or equivalent)with a limit equal to the replacement cost of the leased property. 4. Workers' Compensation coverage for the employees of Tenant, as required by the Industrial Insurance laws of the State of Washington. Tenant may use Umbrella or Excess policies to provide the liability limits as required in this Agreement. This form of insurance will be acceptable if all the primary and Umbrella or Excess policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true"following form" or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Tenant's primary and excess liability policies are exhausted. B. Minimum Amounts of Insurance Tenant shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $3,000,000 general aggregate, and $2,000,000 products-completed operations aggregate limit. Primary Non-Contributory Additional Insured coverage for the City of Kent, et. al. Waiver of Subrogation If the Tenant maintains broader coverage and/or higher limits than the minimums shown above, the Landlord requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Tenant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Landlord. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability insurance: 1. Landlord, its officials, officers, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Tenant including materials, parts, or equipment furnished in connection with such work or operations. 2. For any claims related to this Agreement, the Tenant's insurance coverage shall be primary and non- contributory and at least as broad as ISO CG 20 01 04 13 as respects to the Landlord, its officials, officers, employees, and volunteers. Any insurance or self-insurance maintained by the Landlord, its officials, officers, employees, or volunteers shall be excess of the Lessee's insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. 3. Tenant's insurance policies shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days prior written notice by certified mail, return receipt requested, has been given to the City of Kent. D. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of Washington with a current A.M. Best rating of no less than ANIL E. Verification of Coverage Tenant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage as required by this Agreement. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the Landlord before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Tenant's obligation to provide them. Landlord reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Landlord reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. F. Waiver of Subrogation Tenant hereby grants to Landlord a waiver of any right to subrogation which any insurer of said Tenant may acquire against the Landlord by virtue of the payment of any loss under such insurance. Tenant agrees to obtain any endorsement that may be necessary to affect this Waiver of Subrogation, but this provision applies regardless of whether or not the Landlord has received a Waiver of Subrogation endorsement from Tenant's insurer. G. Landlord's Property Insurance Landlord shall purchase and maintain during the term of the Lease all-risk property insurance covering the Building for its full replacement value without any coinsurance provisions. MASOLLC-03 KMORRISON ,4coR0 CERTIFICATE OF LIABILITY INSURANCE DATE(M/202 YYY) 3/52025 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 policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#OC36861 CONTACT Krys Morrison Seattle-Alliant Insurance Services,Inc. PHONE FAX 401 Union Street,31st Floor (A/C,No,Ext): (A/C,No): Seattle,WA 98101 ADDRESS:krys.morrison@alliant.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:CNA Insurance Companies 00000 INSURED INSURER B: Masonca,LLC INSURER C: 2019 W.Meeker St. INSURER D: Kent,WA 98032 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 CONTRACT OR 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM DD YYY MM DD YYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE � OCCUR 7039208708 3/3/2025 3/3/2026 DAMAGE TO RENTED 1,000,000 PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICYEl PECOT- LOC PRODUCTS-COMP/OP AGG $ 4,000,UUO OTHER: WA STOP GAP $ 1,000,000 A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ ANY AUTO 7039208708 3/3/2025 3/3/2026 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Liquor Liability 7039208708 3/3/2025 3/3/2026 Aggregate 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Kent Washington THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y g ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Director of Parks,Recreation&Community Services 220 4th Ave.s. Kent,WA 98032 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Riverbend Early Access Agreement Final Audit Report 2025-03-03 Created: 2025-02-20 By: Phung Huynh(phuynh@kentwa.gov) Status: Signed Transaction ID: CBJCHBCAABAAun5QVHFp05wXdAOhpuSp8t4P1zBAjaii "Riverbend Early Access Agreement" History s Document created by Phung Huynh (phuynh@kentwa.gov) 2025-02-20-11:08:17 PM GMT Document emailed to Corey Mason (corey@masonca.com) for signature 2025-02-20-11:08:22 PM GMT s Email viewed by Corey Mason (corey@masonca.com) 2025-03-03-4:25:01 AM GMT �>o Document e-signed by Corey Mason (corey@masonca.com) Signature Date:2025-03-03-4:26:42 AM GMT-Time Source:server Document emailed to Julie Parascondola (jparascondola@kentwa.gov)for signature 2025-03-03-4:26:44 AM GMT `1 Email viewed by Julie Parascondola (jparascondola@kentwa.gov) 2025-03-03-4:02:27 PM GMT Document e-signed by Julie Parascondola Qparascondola@kentwa.gov) Signature Date:2025-03-03-6:32:47 PM GMT-Time Source:server Agreement completed. 2025-03-03-6:32:47 PM GMT Q Adobe Acrobat Sign