Seattle City Council Bills and Ordinances
Information modified on June 18, 2014; retrieved on March 28, 2024 10:20 PM
Ordinance 124483
Introduced as Council Bill 118077
Title | |
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AN ORDINANCE relating to the Seattle Center Department; authorizing execution of an agreement with Theatre Puget Sound to manage and operate space in the Seattle Center Armory for use by non-profit arts organizations and individual artists. |
Description and Background | |
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Current Status: | Passed |
Fiscal Note: | Fiscal Note to Council Bill No. 118077 |
Index Terms: | SEATTLE-CENTER, CENTER-HOUSE, ARMORY, PERFORMING-ARTS, THEATERS |
Legislative History | |
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Sponsor: | GODDEN | tr>
Date Introduced: | May 5, 2014 |
Committee Referral: | Parks, Seattle Center, Libraries, and Gender Pay Equity |
Committee Action Date: | May 20, 2014 |
Committee Recommendation: | Pass |
Committee Vote: | 1(Godden)-0 |
City Council Action Date: | May 27, 2014 |
City Council Action: | Passed |
City Council Vote: | 8-0 |
Date Delivered to Mayor: | May 28, 2014 |
Date Signed by Mayor: (About the signature date) | May 30, 2014 |
Date Filed with Clerk: | May 30, 2014 |
Signed Copy: | PDF scan of Ordinance No. 124483 |
Text | |
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CITY OF SEATTLE ORDINANCE __________________ COUNCIL BILL __________________ AN ORDINANCE relating to the Seattle Center Department; authorizing execution of an agreement with Theatre Puget Sound to manage and operate space in the Seattle Center Armory for use by non-profit arts organizations and individual artists. BE IT ORDAINED BY THE CITY OF SEATTLE AS FOLLOWS: Section 1. As requested by the Seattle Center Director and recommended by the Mayor, the Seattle Center Director or his or her designee is authorized to execute, for and on behalf of The City of Seattle, an agreement with Theatre Puget Sound substantially in the form of the agreement attached hereto and identified as "LICENSE AGREEMENT BETWEEN SEATTLE CENTER AND THEATRE PUGET SOUND" (Attachment 1) under which Theatre Puget Sound will operate and manage certain spaces in the Seattle Center Armory for use by non-profit arts organizations and individual artists. Section 2. This ordinance shall take effect and be in force 30 days after its approval by the Mayor, but if not approved and returned by the Mayor within ten days after presentation, it shall take effect as provided by Seattle Municipal Code Section 1.04.020. Passed by the City Council the ____ day of ________________________, 2014, and signed by me in open session in authentication of its passage this _____ day of ___________________, 2014. _________________________________ President __________of the City Council Approved by me this ____ day of _____________________, 2014. _________________________________ Edward B. Murray, Mayor Filed by me this ____ day of __________________________, 2014. ____________________________________ Monica Martinez Simmons, City Clerk (Seal) Attachment 1: LICENSE AGREEMENT BETWEEN SEATTLE CENTER AND THEATRE PUGET SOUND, and Exhibit A thereto (depiction of the Premises). Ned Dunn CEN TPS 2014-18 License Agreement ORD March 13, 2014 Version #1 Attachment 1: LICENSE AGREEMENT BETWEEN SEATTLE CENTER AND THEATRE PUGET SOUND Attachment 1 LICENSE AGREEMENT BETWEEN SEATTLE CENTER AND THEATRE PUGET SOUND I. PARTIES This License Agreement is entered into by The City of Seattle (hereinafter called the "City"), a First Class City of the State of Washington, acting by and through the Director of the Seattle Center Department or such official's designee (hereinafter called the "Director") and Theatre Puget Sound, a Washington non-profit corporation (hereinafter called "Licensee"). II. FACILITY LICENSE, PURPOSE & TERM The City hereby grants to Licensee a license to manage and operate certain Seattle Center Armory fourth floor rooms including the multi-purpose room commonly known as "Theatre 4," and the first floor Center Theatre complex, including dressing rooms and lobby area (all as further described below and hereinafter collectively called "the Premises") from January 1, 2014 through December 31, 2018 (hereinafter called the "Term"), subject to all of the terms and conditions hereof. Licensee shall sub-license the Premises on an hourly basis to non-profit organizations and individual artists including: performing and visual artists; theatrical production organizations; educational organizations; or festivals (hereinafter collectively referred to as "Clients") for ticketed performances, related rehearsals and other similar functions or activities. Sublicenses to potential Clients that do not fit within one of the abovedescribed categories must be approved in advance by the Seattle Center Director. The Premises Description: The Premises are located on the first and fourth floors of the Seattle Center building commonly known as the "Seattle Center Armory." They are depicted on the Floor Plans attached hereto as Exhibit A and identified thereon as follows: A. Armory Fourth Floor. Rooms A, B, C, D, E, F, G, H and I, and Suite No. 401, consisting of a total of ten [10] rooms and approximately 7,826 square feet. Room H is referred to in this License Agreement as "Theatre 4." Room A is designated as office space for Licensee. B. Armory First Floor. Center Theatre complex consisting of approximately 9,000 square feet total, excluding administrative offices, costume shop, scene shop, and box office. The Seattle Center Director reserves the right to alter or reconfigure the Premises in any way, including removing any portion of the licensed Premises from the purview of this Agreement, upon reasonable notice to Licensee. III. LICENSE FEE A. Requirement to Charge. Licensee shall charge its Clients a reasonable fee, as agreed upon with the Seattle Center Director, in advance, for use of the Premises except as indicated in Section V. B. Definition of "Gross Receipts". As used in this License Agreement, "Gross Receipts" means the total fees realized by Licensee from use of the Premises by Clients, except that "Gross Receipts" shall not include the amount of money refunded to and not merely credited to the account of Clients (including deposits); the Washington State sales tax and any other tax imposed by any government agency directly on sales; and admission taxes collected by Licensee. (Business and occupation taxes are not taxes imposed directly on sales and shall not be deducted from the amount of "gross receipts" reported to the City.) "Gross Receipts" also shall not include any fees Licensee receives from Clients for theater technical support or services; Maintenance Fund or Priority Client Fund collections; receipts from food vending concessions; or Licensee's share of any ticket revenues from theatrical performances. C. Revenue Sharing Terms and Other Financial Obligations to the City. 1.) License Fee. Licensee shall pay the City fifty percent (50%) of all Gross Receipts. This License Fee shall be paid semiannually, according to the schedule in Section IV. 2.) Maintenance Fund and Priority Client Fund. Licensee shall collect twenty-five dollars ($25.00) from all Clients for every performance in Theatre 4 and the Center Theatre to be used solely to maintain the Premises as further described below. Licensee shall deposit these amounts in a separate interest-bearing account at a depository approved by the Director. For each year of this Agreement, sixty percent (60%) of the Maintenance Fund collected shall be used for maintenance personnel costs. The remaining forty percent (40%) of the amounts collected shall accrue and be used solely to maintain, repair, and replace theatrical equipment, for expendable Premises goods, for new equipment, and to generally maintain the Premises ("Capital Repairs"). If at any time the amount of the Maintenance Fund devoted Capital Repairs drops below ten-thousand dollars ($10,000.00), the expenditures for maintenance personnel shall be suspended and that percentage of the Maintenance Fund collected shall be combined with the balance for Capital Repairs until such time as the balance devoted to Capital Repairs returns to ten-thousand dollars ($10,000.00). In addition to the Maintenance Fund, Licensee shall collect fifty cents (.50 cents) for every single ticket sold by Priority Clients Seattle Shakespeare Company and Book-It Repertory Theatre. Use of this Priority Client Fund is limited to maintenance projects as may be approved by the Center Theatre Operating Board. The City's and Licensee's designated representatives shall meet from time to time, but no less frequently than once per year to discuss and mutually agree upon the expenses that will be paid for from the Maintenance Fund and the Priority Client Fund. Except for routine payments to maintenance personnel as described above, no expenditure from the Maintenance Fund over $1,000. shall be made without the approval of the City, which approval shall not be unreasonably withheld. Licensee shall remit the balance of the Maintenance Fund and the Priority Client Fund to the City on or before the expiration or termination of this Agreement. All theatrical equipment located or installed in the Premises and purchased with Maintenance Fund dollars during the term of this Agreement shall become the property of the City upon installation. D. Record-Keeping. Licensee shall maintain, for at least three (3) years after the expiration or earlier termination of this Agreement, all books, records, and other information necessary to document Licensee's businesses activities hereunder including all records of Gross Receipts, individual space rentals, space usage, and purchases. Licensee shall also maintain all written quotes, bids, estimates, or proposals submitted to Licensee by all businesses seeking to participate as contractors or suppliers under this Agreement. E. Audit Rights. Licensee shall permit the City, from time to time as the Director deems necessary, to inspect and audit in King County, Washington, at any and all times, all pertinent books and records of Licensee and any Client or other person or entity that has carried on a business activity on or from Seattle Center, to verify the accuracy of accounting records; and shall supply the City with, or shall permit the City to make, a copy of any books and records and any portion thereof, upon the Director's request. Licensee shall ensure that such inspection, audit, and copying right of the City is a condition of any license, concession agreement or other arrangement under which any other person or entity is permitted to carry on a business activity on or from Seattle Center. IV. TIME AND PLACE OF PAYMENT A. Due Date. Licensee shall pay the City the License Fee each year of this Agreement according to the following schedule: Use Period Due Date January 1st June 30th July 15th July 1st - December 31st January 15th B. Place of Payment. All payments shall be delivered to The City of Seattle, Seattle Center Accounting Office, 305 Harrison Street, Seattle, Washington, 98109, or to such other address as the Director shall specify by notice to Licensee. C. Delinquencies. All sums due and owing to the City shall be delinquent if not paid on or before the fifth (5th) day after the date due. In the event of any delinquency, Licensee shall pay the City an invoicing service charge of Fifty Dollars ($50.00) plus interest on such delinquent sum at the rate of one and one-half percent (1 1 /2%) per month, or such larger percentage as may be established by ordinance, from the date due to the date of payment. V. USE OF PREMISES Notwithstanding any provision of this Agreement to the contrary, the City and the Licensee shall have the right to use and to allow others to use the following portions of the Premises at the times and for the purposes indicated, without any fee being assessed: A. Seattle Center Festivals 1.) Armory First Floor. Each year the dates for the Festivals set forth below shall be scheduled at least 9 months in advance, to the extent that they are known, and prior to any Client's dates being scheduled. In addition to the estimated Festival dates set forth below, each Festival's operator shall be entitled to use the Armory first floor on two consecutive days prior to each Festival for "load-in," and one day immediately following the Festival for "load-out." Set-up and restoration of the Armory first floor will be the responsibility of each Festival. a.) Northwest Folklife, May 23 through May 26, 2014 b.) Bumbershoot, August 30 through September 1, 2014 c.) 2015-2018 comparable dates, each year 2.) Armory Fourth Floor. Each year the dates for the Festival set forth below shall be scheduled at least 9 months in advance, to the extent that they are known, and prior to any Client's dates being scheduled. In addition to the estimated Festival dates set forth below, the Festival's operator shall be entitled to use one large room on the Armory's fourth floor on three consecutive days prior to each Festival for "loadin," and two days immediately following the Festival for "load-out." Set-up and restoration of room for all listed activities shall be the responsibility of Seattle Center personnel. a.) Northwest Folklife, May 23 May 26, 2014 b.) 2015-2018 comparable dates, each year B. Seattle Center 1.) Miscellaneous Use. On thirty (30) occasions per calendar year, the City shall have the right to schedule in advance and use for its own purposes, without a fee being assessed, any room in the Premises not already rented to a third party. Set-up and restoration of the Premises are the responsibility of Seattle Center personnel. 2.) 48 Hours' Notice. In addition to the Miscellaneous Use, throughout the term of this Agreement and upon not more than forty-eight (48) hours' notice, Seattle Center shall have the right to schedule and use for its own purposes, without a fee being assessed, any room in the Premises not already rented to a third party. Set-up and restoration of the Premises are the responsibility of Seattle Center personnel. C. Licensee 1.) Miscellaneous Use. On fifteen (15) occasions per calendar year, the Licensee shall have the right to schedule in advance and use for its own purposes, without a fee being assessed, any room in the Premises not already rented to a third party. Set-up and restoration of the Premises are the responsibility of the Licensee. 2.) 48 Hours' Notice. In addition to the Miscellaneous Use, throughout the term of this Agreement and upon not more than forty-eight (48) hours' notice, the Licensee shall have the right to schedule and use for its own purposes, without a fee being assessed, any room in the Premises not already rented to a third party. Set-up and restoration of the Premises are the responsibility of the Licensee. VI. SPECIAL CONDITIONS A. Program and Novelties. Licensee is authorized to permit Clients of the Premises to sell programs, novelty items or other merchandise during occupancy of the Premises by such Clients. B. Food and Beverage Concessions. Licensee is authorized to serve and/or sell, and to permit Clients of the Premises to serve and/or sell, concession food or beverages, including alcohol, provided the Licensee or Clients meet all insurance requirements contained herein and have all necessary permits. C. Utilities and Custodial Services. 1.) Armory First Floor. The City shall provide electricity, heating, and plumbing to the first floor Premises, and carpentry services necessary to provide safe access to the first floor Premises. The City shall provide and service recycling containers, food waste containers, and waste receptacles in the hallways, and Licensee shall be responsible for collecting, sorting and separating waste materials pursuant to Section XII.E. The City will provide custodial services for the Center Theatre on not more than 12 occurrences annually, as determined by Seattle Center staff and usually associated with a Client's opening night. The City shall maintain and provide supplies for nontheatrical lighting needs in the Center Theatre complex. 2.) Armory Fourth Floor. The City shall provide electricity, heating, and plumbing to the fourth floor Premises, and carpentry services necessary to provide safe access to the fourth floor Premises. The City shall provide and service recycling containers, food waste containers, and waste receptacles in the fourth floor facilities, and Licensee shall be responsible for collecting, sorting, and separating waste materials pursuant to Section XII.E. The sweeping, dust mopping, and wet mop and/or scrubbing of floors will be performed by Licensee. Licensee will make its best efforts to maximize recycling and food waste composting in support of Seattle Center's goal to divert as much waste from going to the landfill as possible. The City shall maintain and provide supplies for light fixtures and heat devices in the fourth floor rooms. The City may elect, but shall not be obligated, to provide additional custodial services for the Premises. Costs for all other services such as telephones and cleaning and custodial services beyond those provided by the City are to be paid by Licensee. D. Hours of Operation. No members of the general public shall be permitted on the Premises outside the official hours of operation for the Seattle Center Armory except in accordance with procedures approved by the Director in advance. It is not feasible for the Licensee to provide the Seattle Center Emergency Service Unit with a roster of those who will be in the building after hours. It is understood that fourth floor Clients will be exiting the building after hours and are to be instructed to use the far right north doors to do so. First Floor employees, artists, and technicians are to use the back door under the Monorail Bridge for after-hours access and egress. The general public leaving performances after hours are to be directed to exit via the east doors. The general public is to be restricted from entering all other areas of the Armory through the use of signage and rope barriers. VII. INDEMNIFICATION The Licensee shall indemnify and hold the City harmless from any and all losses, claims, actions, or damages suffered by any person or entity by reason of or resulting from any act or omission of Licensee or any of its agents, employees, patrons or Clients in connection with their use or occupancy of the Premises, including trademark, patent, and copyright infringement; and in the event any suit or action is brought against the City, the Licensee, upon notice of the commencement thereof, shall defend the same, at no cost and expense to the City, and promptly satisfy any final judgment adverse to the City or to the City and the Licensee jointly. Nothing contained in this section shall be construed as requiring the Licensee to indemnify the City against liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the negligence of the City or its officers, employees or agents. For purposes of this Agreement and for the benefit of the City only, Licensee hereby waives its immunity under Title 51 RCW or other employee benefit act. Licensee's indemnification obligations under this Section shall survive the expiration or earlier termination of this Agreement. The City and the Licensee acknowledge that they specifically negotiated and agreed upon this indemnification provision. VIII. INSURANCE A. COVERAGES AND LIMITS . Licensee shall obtain and thereafter maintain continuously throughout the term of this Agreement, at no expense to the City, minimum coverages and limits of insurance as described below: 1.) COMMERCIAL GENERAL LIABILITY (CGL) insurance including: Premises/Operations Products/Completed Operations Personal/Advertising Injury Host Liquor Liability Tenant/Fire Legal Contractual Independent Contractors Stop Gap/Employers Liability Such insurance must provide a minimum limit of liability of $1,000,000 each Occurrence Combined Single Limit (CSL) Bodily Injury and Property Damage except: $1,000,000 each Offense Personal and Advertising Injury $ 100,000 each Occurrence Tenant/Fire Legal Liability $1,000,000 each Accident/Disease Stop Gap/Employers Liability 2.) AUTOMOBILE LIABILITY insurance for owned, nonowned, leased or hired vehicles with a minimum limit of liability of $1,000,000 each Occurrence CSL Bodily Injury and Property Damage. Automobile liability insurance requirement is not applicable to a Licensee that does not operate motor vehicles upon or in the vicinity of Seattle Center for purposes of loading or unloading occupants or property in connection with the terms of the License. 3.) WORKER'S COMPENSATION insurance as respects the State of Washington securing liability for industrial injury to employees in accordance with the provisions of Title 51 of the Revised Code of Washington (RCW). If Licensee is qualified as a self-insurer in accordance with Chapter 51.14 of the Revised Code of Washington, it shall so certify to the City by submitting a letter signed by a corporate officer, indicating that it is a qualified self-insurer, and setting forth the limits of any policy of excess insurance covering its employees; or any similar coverage required. 4.) If alcoholic beverages are sold by other than a non-profit entity possessing a valid special occasion license from the Washington State Liquor Control Board, then that entity shall obtain and maintain LIQUOR LIABILITY insurance with a minimum limit of liability of $2,000,000 each Common Cause. Certification of Liquor Liability insurance may be provided by the bar caterer provided that such insurance meets all the relevant requirements herein. 5.) If pyrotechnics are used for an Event, PYROTECHNIC LIABILITY insurance shall be provided under a CGL insurance with a minimum limit of liability of $2,000,000 each Occurrence. A permit is required from the Seattle Fire Marshall. Certification of Pyrotechnic Liability insurance may be provided by a pyrotechnic operator provided that such insurance meets all the relevant requirements herein. B. TERMS AND CONDITIONS. 1.) The insurance policy or policies, endorsements thereto, and subsequent renewals shall be subject to approval by the City as to company, form, and coverage. The insurer shall be: a.) Licensed to do business in the State of Washington and Rated AVII or higher in the A.M. Best's Key Rating Guide, or b.) Procured under chapter 48.15 RCW by a Washington State licensed surplus line broker. 2.) Such insurance as is provided under items 1, 2, 4, and 5 above shall include the City of Seattle as an additional insured for primary and noncontributory limits of liability subject to a "separation of insured's" clause. The limits of liability are minimum limits of liability only and shall not limit the liability of Licensee or any of its insurers; the City shall be an additional insured for all available limits of liability available to Licensee, whether primary, excess, contingent or otherwise. 3.) Coverage shall not be cancelled without thirty (30) days prior written notice to the City, except ten (10) days' notice with respect to cancellation for nonpayment of premium. 4.) Self-insured retentions in excess of $25,000 shall be disclosed in writing and are subject to the approval of the City's Risk Management Division. Approved selfinsurance may be partially or wholly substituted for required commercial liability insurance coverages. 5.) Failure of Licensee to fully comply with these insurance requirements shall constitute a material breach of this Agreement. C. EVIDENCE OF INSURANCE. 1.) Licensee's insurance broker shall issue a certificate of insurance that meets the minimum coverages and limits requirements herein and Licensee shall issue self-insurance certification. 2.) THE CERTIFICATION SHALL HAVE ATTACHED A COPY OF THE ADDITIONAL INSURED ENDORSEMENT OR BLANKET ADDITIONAL INSURED POLICY WORDING THAT DOCUMENTS THAT THE CITY IS AN ADDITIONAL INSURED UNDER THE CGL INSURANCE. 3.) If the CGL insurance is partly or wholly selfinsured, Licensee shall state in writing that it will protect the City as an additional insured under the self-insured retention as if a commercial CGL insurance policy were in force. 4.) Insurance and/or self-insurance certification shall be delivered to the following: ORIGINAL TO: Seattle Center Productions 305 Harrison Street Seattle, WA 98109 Fax: 206-684-4183 Email: John.Merner@seattle.gov IX. SIGNAGE, ADVERTISING & PUBLICITY A. Prohibited Promotion & Other Material . Licensee agrees not to display, post or distribute any material (including posters) on any part of the Seattle Center, excluding the interior Premises that are not visible from the exterior, without the Director's prior written approval therefore, which approval may be given, conditioned or withheld in the Director's reasonable discretion. On or before the expiration or termination of this Agreement, whichever is earlier, or, in the case of unauthorized material, on or before the date specified in the Director's notice to remove the same, Licensee shall remove, at no expense to the City, all materials it has so posted and correct any unsightly condition and repair any damage or injury to City property caused by such material and its removal. If any unauthorized material is not removed from City property by the date required, such material will be subject to removal. All signs and display materials that Licensee is authorized to post or display shall comply with applicable laws and regulations. B. Signs . Licensee may install temporary signs in the hallways and rooms of the Premises containing other information related to Licensee or Clients including, without limitation, program information, fundraising information, special announcements, and way-finding. Temporary signs shall not be affixed to painted surfaces with tape. The design, installation, and location of permanent signs shall be subject to the Director's prior written approval. X. INSTALLATION OR INTEGRATION OF ANY WORK OF VISUAL ART ON PREMISES A. Reservation of Rights by City; Prohibition Against Installation or Integration of Any Work of Visual Art on the Premises Without City's Consent The City reserves to and for itself the right to approve or disapprove of the installation or integration on or in the Premises of any "work of visual art," as that term is defined in the Visual Artists Rights Act of 1990, as now existing or as later amended, and to approve or disapprove of each and every agreement regarding any such installation or integration. The Licensee shall not install on or integrate into, or permit any other person or entity to install on or integrate into, the Premises any such work of visual art without the prior, express, written consent of the Director. The Director's consent to the installation of any such art work may be granted, granted upon one or more conditions, or withheld in the Director's discretion; Provided , however , that the Director's consent to the installation by or for the Licensee of any such art work shall not be required under the following three (3) circumstances: 1.) If such art work a.) weighs less than fifty (50) pounds; and b.) is of a size and has such dimensions and material composition that makes its passage through an open 32" x 78" or larger doorway a simple and easy maneuver; and c.) is to be installed on the floor, a piece of furniture, or similar surface without further anchoring of any kind or nature, or on a wall using no more than two (2) simple picture hooks and wire; all so that the easy removability from the Premises of such art work without its destruction, distortion, mutilation or other modification by reason of such removal is undeniable; or 2.) If the Licensee delivers to the Director a waiver appropriately executed by the art work creator, for the benefit of the City and its successors and assigns as the owner of the Premises, of the creator's right of integrity regarding such art work, in a form of waiver that satisfies both the Director and the requirements of 17 U.S.C. section106A (e), as the same now exists or is hereafter modified; or 3.) If the Director executes with the creator of a work of visual art to be installed in the Premises a consent agreement of the type contemplated by 17 U.S.C. section113(d)(1), as the same now exists or is hereafter amended, and in the form and manner specified by the Director. In the event the creator of any work of visual art installed in the Premises by or for the Licensee has not executed a waiver, or such creator and the City have not executed a consent agreement, each as described herein, the Licensee shall ensure that, prior to removing or allowing the removal from the Premises of any such art work, such creator is given both notice, as contemplated in 17 U.S.C. section113(d)(2), of the intended removal of such art work, and the time required by that statutory provision to respond to such notice, and that the Licensee takes whatever other action(s) may be required by such legislation to ensure that no claim, action or suit alleging a violation of the Visual Artists Rights Act of 1990, as now existing or hereafter amended, and arising out of any act or omission of or for the Licensee or any of its officers, employees, or agents, is filed or lodged against the City in its capacity as the Premises owner. B. Licensee's Indemnification of City Against Liability under Visual Artists Rights Act of 1990 The Licensee shall protect, defend, and hold the City harmless from and against any and all claims, suits, actions or causes of action, damages, and expenses (including attorneys' fees and costs) arising as a consequence of 1.) the installation or integration of any work of visual art on or into the Premises; 2.) the destruction, distortion, mutilation or other modification of the art work that results by reason of its removal; or 3.) any breach of Subsection X.A. of this Agreement; or 4.) any violation of the Visual Artists Rights Act of 1990, as now existing or hereafter amended; by the Licensee or any of its officers, employees or agents. This indemnification obligation shall exist regardless of whether the Director or any other person employed by the City has knowledge of such installation, integration or removal or has consented to any such action or is not required to give prior consent to any such action. The indemnification obligation of this subsection shall survive the expiration or earlier termination of this Agreement. XI. CITY ACCESS TO, INSPECTION & MAINTENANCE OF PREMISES A. Access to Premises . Licensee shall provide the City and its agents with access to the Premises at all reasonable times to inspect the same and to make any inspection, repair or improvement the Director deems necessary, but this right of access shall not impose on the City any obligation to make any repair, alteration, addition or improvement except as specifically provided herein. B. Access to Electrical and Mechanical Rooms . The City reserves for itself, and Licensee shall ensure that it has, unrestricted access to and use of the City Electrical and Mechanical Rooms adjacent the Premises at all times throughout the Term. C. City's Use of Key to Premises . Licensee shall provide the Director with keys with which to unlock all of the doors in, upon, and about the Premises, excluding Licensee's vaults, safes, and files. In cases of emergency, the City may use any and all means that the Director deems proper to open said doors in order to gain entry into the Premises, without liability to Licensee. The City's entry into the Premises pursuant to this section shall not be construed or deemed to be an eviction of Licensee or a forcible or unlawful entry into, or a detainer of, the Premises or any portion thereof. D. Inspection for Maintenance Purposes . The Director shall inspect the Premises at least once each year, at the City's expense, and shall provide a written report to Licensee containing findings and recommendations regarding necessary or advisable maintenance and repair. Within such time periods as the Director may reasonably specify, Licensee shall perform such recommended repair and maintenance work as is its responsibility under this Agreement. The Director's inspection shall not relieve Licensee of any responsibility to inspect the Premises and perform such repair and maintenance work as it is otherwise obligated to perform under this Agreement. XII. COMPLIANCE WITH LAWS AND REGULATIONS A. General Requirements . Licensee, at no cost to City, shall perform and comply with all applicable laws of the United States; the State of Washington; the Charter and Municipal Code of the City of Seattle; and rules, regulations, orders, and directives of administrative agencies and their officers implementing the same. Licensee shall use its best efforts to ensure that every person it admits to the Premises similarly performs and complies with the same. Whenever Licensee or its authorized representative is informed of any violation of any law, ordinance, rule, regulation, license, permit, or authorization committed by it or any person admitted to the Premises, Licensee shall immediately desist from and/or prevent or correct such violation. B. Licenses & Other Authorizations . Licensee, at no cost to the City, shall obtain and maintain all required licenses, permits, and similar legal authorizations, and comply with all requirements thereof, throughout the Term of this License. C. Taxes . Licensee shall pay, before delinquency, all taxes, levies, and assessments arising from its activities on or occupancy of the Premises, including but not limited to taxes arising out of the activity or business conducted on the Premises; taxes levied on its property, equipment, and improvements on the Premises; and taxes on Licensee's interest in this Agreement and any leasehold interest deemed to have been created thereby under RCW Ch. 82.29A; and if the State of Washington makes any demand upon the City for payment of leasehold excise taxes resulting from Licensee's occupancy of the Premises or withholds funds due to the City to enforce collections of leasehold excise taxes, Licensee shall remit the taxes demanded together with any interest and penalties associated therewith or, at no expense to the City, contest such collection action and indemnify the City for all sums expended by, or withheld by the State of Washington from the City in connection with such taxation. If Licensee is exempt from any tax, a document from the taxing authority demonstrating the organization's exemption must be provided to the Seattle Center Fiscal Services Department. D. Nondiscrimination . Licensee will comply with all applicable equal employment opportunity and nondiscrimination laws of the United States, the State of Washington, and the City of Seattle, including but not limited to Chapters 14.04, 14.10, 14.16, 14.17, and 20.42 of the Seattle Municipal Code (SMC), as they may be amended; and rules, regulations, orders, and directives of the associated administrative agencies and their officers. E. Recycling of Waste Materials . Licensee, at no cost to the City, shall collect, sort, and separate into such categories as may be legally required or required by Seattle Center rule, regulation or policy, all solid waste products on the Premises, and recycle all such products that are locally accepted for recycling. Each separately sorted category of waste products shall be placed in separate receptacles reasonably approved by the City, which receptacles shall be dumped or removed from the Seattle Center at such minimum frequency as the Director may specify, at the City's cost. The City reserves the right to refuse to collect or accept from Licensee any waste product that is not sorted and separated as required by law, ordinance, rule or regulation, and to require Licensee to arrange for the collection of the same at Licensee's sole cost and expense using a contractor satisfactory to the City. Licensee shall pay all costs, fines, penalties, and damages that may be imposed on the City or Licensee as a consequence of Licensee's failure to comply with the provisions of this subsection. XIII. ENVIRONMENTAL STANDARDS Licensee shall not, without the City's prior written consent, keep on or about the Premises any substance designated as, or containing any component now or hereafter designated as hazardous, dangerous, toxic or harmful and/or subject to regulation under any federal, state or local law, regulation or ordinance ("Hazardous Substances"), except customary office and janitorial supplies in normal quantities handled in compliance with applicable laws. With respect to any Hazardous Substances stored with the City's consent, Licensee shall: promptly, timely, and completely comply with all governmental requirements for reporting and record keeping; submit to the City true and correct copies of all reports, manifests, and identification numbers at the same time as they are required to be and/or are submitted to the appropriate governmental authorities; within five (5) days after the City's request therefore, provide evidence satisfactory to the City of Licensee's compliance with all applicable governmental rules, regulations, and requirements; and comply with all governmental rules, regulations, and requirements regarding the proper and lawful use, sale, transportation, generation, treatment, and disposal of Hazardous Substances. Licensee shall provide the Director with Licensee's USEPA Waste Generator Number (if any), and with a copy of every Material Safety Data Sheet (MSDS), Generator Annual Dangerous Waste Report, environmentally related regulatory permit or approval (including every revision or renewal thereof), and any correspondence Licensee receives from, or provides to, any governmental unit or agency concerning Licensee's handling of Hazardous Substances or the presence, or possible presence, of any Hazardous Substance on or about the Premises. If Licensee violates any of the terms of this section concerning the presence or use of Hazardous Substances or the handling or storing of hazardous wastes, Licensee shall promptly take such action as is necessary to mitigate and correct the violation. If Licensee does not act in a prudent and prompt manner, the City reserves the right, but not the obligation, to act in place of Licensee (for which purpose Licensee hereby appoints the City as its agent), to come onto the Premises, and to take such action as the City deems necessary to ensure compliance or to mitigate the violation. If the Director has a reasonable belief that Licensee is in violation of any law or regulation, or that any action or inaction of Licensee presents a threat of violation or a threat of damage to the Premises, the City reserves the right to enter onto the Premises and take such corrective or mitigating action as the Director deems necessary. All costs and expenses incurred by the City in connection with any such action shall become immediately due and payable by Licensee upon presentation of an invoice therefore. Any and all costs and expenses the City incurs in connection with the City's inspections of the Premises and the City's monitoring of Licensee's compliance with this Section XIII, including the City's attorneys' fees and costs, shall be due and payable to the City within ten (10) days after the City's demand therefore. Licensee shall be fully and completely liable to the City for any and all cleanup costs and expenses and any and all other charges, expenses, fees, fines, penalties (both, civil and criminal), and costs imposed with respect to Licensee's use, disposal, transportation, generation and/or sale of Hazardous Substances in or about the Premises. In addition to all other indemnity provisions of this Agreement, Licensee shall indemnify, defend, and hold the City harmless from any and all costs, fees, penalties, charges, expenses, claims, suits, and liabilities assessed against, or imposed upon the City, including without limitation cleanup or other remedial costs (and including attorneys' fees, costs, and all other reasonable litigation expenses when incurred and whether incurred in defense of actual litigation or in reasonable anticipation of litigation) as a result of Licensee's use, storage, disposal, transportation, generation and/or sale of Hazardous Substances. This indemnity shall survive termination or expiration of this Agreement. XIV. ASSIGNMENT AND SUBCONTRACTING Except as expressly permitted herein with respect to Clients, Licensee shall not assign, transfer, convey or encumber this Agreement or its rights hereunder or sublicense any interest herein without the Director's prior written consent. XV. TERMINATION Either party shall have the right to terminate this License agreement for convenience and without recourse to the other party at any time upon ninety (90) days' prior written notice to the other party. XVI. AMENDMENTS No alteration or modification of the terms hereof shall be valid unless made in writing and signed by an authorized representative of each party hereto. XVII. DISPUTES Any disputes arising under this Agreement that are not disposed of by agreement between the Licensee and the City shall be referred to the Seattle Center Director and the Licensee's designated representative for resolution. If such persons do not agree upon a decision within a reasonable period of time, the parties may pursue other legal means to resolve such disputes. XVIII. EFFECTUATION OF AGREEMENT This Agreement shall become effective when signed by the authorized representatives of each party following passage of an authorizing ordinance by the Seattle City Council. XIX. ACKNOWLEDGMENT OF NEGOTIATED LICENSE AGREEMENT The parties to this Agreement acknowledge that it is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party's draftsmanship thereof. IN WITNESS WHEREOF, the parties hereto have executed this license agreement by having their authorized representative(s) sign his/her/their name(s) in the spaces below: THEATRE PUGET SOUND THE CITY OF SEATTLE ________________________ __________________________ Karen Zeller Lane Robert Nellams Executive Director Director Seattle Center Department Date: _____ Date:___________________ BUSINESS ADDRESSES FOR NOTICES: LICENSEE: CITY: Seattle Center Productions Theatre Puget Sound Seattle Center 305 Harrison St. Ste. 401 305 Harrison St. Ste. 314 Seattle, WA 98109-4645 Seattle, WA 98109-4645 PHONE NO.: 206-770-0370 PHONE NO.: 206-684-7124
ACKNOWLEDGMENTS STATE OF WASHINGTON) )ss (Licensee's Acknowledgment) COUNTY OF KING ) On this _____ day of , ________ before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared to me known to be the person described in the above, who executed the foregoing license agreement, and acknowledged said license agreement to be the free and voluntary act and deed of such Licensee for the uses and purposes therein mentioned, and on oath, stated that she was authorized to execute said License agreement for and on behalf of Theatre of Puget Sound. GIVEN UNDER MY HAND AND SEAL the day and year first above written. ___________________________________________ Signature ___________________________________________ (Print or Type Name) NOTARY PUBLIC in and for the State of Washington, Residing at My appointment expires: __ STATE OF WASHINGTON) ) ss (Acknowledgment for The City of Seattle) COUNTY OF KING ) On this _____ day of , I 20___, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Robert Nellams to me known to be the Director of the Seattle Center Department of The City of Seattle, who executed the foregoing license agreement, and acknowledged said license agreement to be the free and voluntary act and deed of The City of Seattle for the uses and purposes therein mentioned, and on oath, stated that he was authorized to execute said license agreement for and on behalf of The City of Seattle. GIVEN UNDER MY HAND AND SEAL the day and year first above written. ___________________________________________ Signature ___________________________________________ (Print or Type Name) NOTARY PUBLIC in and for the State of Washington, Residing at My appointment expires: __ John Merner CEN TPS 2014-18 License Agreement ORD ATT 1 April 22, 2014 Version 2 |
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