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Home My WebLink About21-114 - King County Metro - Transit Facility License AgreementDocuSign Envelope ID: C1607A3C-2260-4F80-94BC-2CD93ED93044 IA King County METRO 21-114 Council Approval N/A Capital Division Capital Planning & Portfolio Management Section 201 S. Jackson Street KSC-TR-0431 Seattle, WA 98104-3856 TRANSIT FACILITY LICENSE AGREEMENT 12424 42nd Ave S. Tukwila Community Center This Transit Facility License Agreement ("Agreement") is entered into as of August 2, 2021, between City of Tukwila ("Owner"), and King County Metro Transit Department ("Metro"), each of which may be referred to herein individually as a "Party" and collectively as "the Parties." RECITALS A. Owner owns the property located at 12424 42nd Ave S. in Tukwila, Washington, commonly known as Tukwila Community Center (the "Property"). B. Metro operates a flexible transportation service through an online application commonly known as Via to Transit, which service allows customers to hail for pickup from and drop- off to certain locations known as "Hubs." C. For the convenience of its customers, Metro wishes to designate a Hub on the Property close to its customers' ultimate destination. D. Owner benefits from Metro's service bringing members of the public to its Property. E. The Parties wish to memorialize their agreements regarding the placement of a Via to Transit Hub on the Property. NOW, THEREFORE, in consideration of the promises exchanged herein, and with the intent to form a legally enforceable contract, the Parties hereby agree as follows: 1. Grant of License. Owner hereby licenses to Metro a non-exclusive license to Metro, its employees, agents, contractors, and customers, the right to enter upon and use a portion of the Property ("License Area"), as depicted in Exhibit A and incorporated by this reference, as well as the right of ingress and egress over the Property to and from the License Area, for the purpose of (i) establishing a Hub, and (ii) transporting customers to and from the Hub in conjunction with its Via to Transit program. Metro shall have shared use of the License Area with the public, provided that no other uses shall unreasonably interfere with Metro's use of the License Area. 2. Term and Termination. The term of this Agreement shall commence on August 9, 2021 (the "Commencement Date") and shall expire at 11:59 PM on December 31, 2022 (the "Expiration Date"). Notwithstanding the foregoing sentence, either Party may terminate this Agreement for any reason by providing the non -terminating Party not less than ninety (90) days' notice in the manner provided for in Section 7 of this Agreement. Upon the expiration or earlier termination of this Agreement, Metro shall remove its personal Page 1 of 5 DocuSign Envelope ID: C1607A3C-2260-4F80-94BC-2CD93ED93044 property, including but not limited to signage placed pursuant to Section 3 of this Agreement, from the License Area. 3. Signage. Metro may place, at its own expense, its usual and customary signs identifying the License Area as a Hub used by King County Metro for Via to Transit service, including but not limited to fare information, warning signs, and directional and circulation signs, and other markings. 4. Maintenance and Repairs. Unless otherwise agreed to in writing by the Parties, Metro shall have no responsibility for maintenance or repair of the License Area. Owner will provide Metro with two (2) weeks' advance notice for any maintenance, repairs, or use of the License Area by the Owner that will interfere with Metro's use of the License Area, provided, however, emergency repairs will not require advance notification to Metro. In case of interference with Metro's use, the Parties will work collaboratively to find a temporary, alternate location for Metro's use. 5. Indemnification and Hold Harmless. A. Metro shall defend, indemnify and hold harmless Owner, its officers, officials, employees, and agents from and against any claims, suits, causes of action, judgments, damage, loss or liability for injuries to persons or damage to property (excluding consequential damages such as lost profits), including reasonable attorney fees, to the extent caused by the negligent acts or omissions of Metro, its agents, officers and employees, arising out of or incidental to the exercise of rights and obligations under this Agreement. B. Owner shall defend, indemnify and hold harmless Metro, its officers, officials, employees, and agents from and against claims, suits, causes of action, judgements, damage, loss or liability for injuries to persons or damage to property, including reasonable attorney fees, arising out of Owner's ownership and/or use of the License Area. C. Where such claims result from the concurrent negligence of the Owner and Metro, the indemnity provisions provided herein shall be valid and enforceable only to the extent of each party's negligence. 6. Insurance. Owner acknowledges, agrees, and understands that as of the date of this Agreement, Metro maintains a fully -funded self-insurance program for its liability exposures. Metro agrees, at its own expense, to maintain through its self-insurance program coverage for its liability exposures for the duration of this Agreement. Metro agrees to provide Owner with at least thirty (30) days' prior written notice of any material change in Metro's self-insurance program and, upon Owner's request, will provide Owner with a letter of self-insurance as adequate proof of coverage, 7. Notice. Any notice required to be provided hereunder shall be by email with delivery confirmation or read receipt (or both). A Party providing electronic notice shall bear the burden to prove the date that notice was delivered and provided that such notice is sent to the applicable party at the following e-mail address: To Owner at: Tracy.gallaway@TukwilaWA.gov With a copy to: Page 2 of 5 DocuSign Envelope ID: C1607A3C-2260-4F80-94BC-2CD93ED93044 And to Metro at: TransitProperty@kingcounty.gov 8. Non -Discrimination. The Parties shall not discriminate on the basis of race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression, or age except by minimum age and retirement provisions, unless based upon a bona fide occupational qualification, in the employment or application for employment or in the administration or delivery of services or any other benefits under King County Code Ch. 12.16.125. The Parties shall comply fully with all applicable federal, state and local laws, ordinances, executive orders, and regulations that prohibit such discrimination. These laws include, but are not limited to, chapter 49.60 RCW, and Titles VI and VII of the Civil Rights Act of 1964. Any violation of this provision shall be considered a breach of this Agreement and shall be grounds for cancellation, termination, or suspension of the Agreement and may result in ineligibility for further agreements with King County. 9. Venue and Choice of Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Washington without giving effect to its choice of law rules or conflicts of law provisions, and venue shall lie exclusively in King County Superior Court in Seattle, Washington. 10. Authority to Contract. Owner and Metro agree and acknowledge that each has full right, power and authority to execute this Agreement and has the power to grant all rights hereunder; that neither Owner's nor Metro's execution and performance of this Agreement will violate any laws, ordinances, covenants or the provisions of any mortgage, agreement or other binding agreement; and the execution and delivery of this Agreement and the performance of Owner's and Metro's obligations hereunder have been duly authorized by all necessary personnel or officers or legislative bodies and do not violate any provisions of law or bylaws or any other arrangement, provision of law, or court order or decree. The Parties agree this Agreement has been freely negotiated by both Parties and that each Party has had the opportunity to consult with legal counsel. Any rule of construction to the effect that ambiguities are to be resolved against the drafting parties shall not apply in the interpretation of this Agreement, or any portion hereof, or any amendments hereto. 11. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, then the remaining provisions shall continue to be valid and enforceable unless striking such provision materially alters the intention of the Parties. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provisions it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 12. Legal Relations. The Parties to this Agreement execute and implement this Agreement solely as Owner and Metro. No partnership, joint venture, or joint undertaking of the Parties shall be construed from this Agreement. This Agreement creates no right, privilege, obligation, duty, or cause of action in any person or entity not a party to it. 13. Integration and Modification. With respect to the subject matter described herein, this Agreement is the complete and final agreement of the Parties and incorporates or supersedes any prior or contemporaneous agreements or understandings. This Agreement may be supplemented, amended, or otherwise modified only by a writing signed by both Parties. Page 3 of 5 DocuSign Envelope ID: C1607A3C-2260-4F80-94BC-2CD93ED93044 14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed the original, but which together shall constitute one and the same instrument. OWNER: METRO: CITY OF TUKWILA CGL. By: KING COUNTY METRO TRANSIT DEPARTMENT DocuSigned by: A 8/23/2021 BY: l n Print Name: Allan Ekberg Print Name: Tina Rogers Title: Mayor Title: Section Manager, Capital Division Page 4 of 5 DocuSign Envelope ID: C1607A3C-2260-4F80-94BC-2CD93ED93044 EXHIBIT A License Area 12424 42ND AVE S PLAN VIEW Leg=nd • ■ Licenm .Area a: frame sandwich board igns ° Approximate Iocaton STREET / DRIVEWAY VIEW Page 5 of 5