ORDINANCE _________________
AN ORDINANCE relating to the Seattle Center Department; authorizing execution of a lease agreement with The VERA Project for space in the Northwest Rooms at Seattle Center.
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 her designee is authorized to execute, for and on behalf of The City of Seattle, a lease agreement with The VERA Project, substantiallyin the form of the agreement attached hereto and identified as "LEASE AGREEMENT BETWEEN THE CITY OF SEATTLE AND THE VERA PROJECT" (Attachment 1) under which The VERA Project shall lease certain space in the Northwest Rooms at Seattle Center for a tenyear term.
Section 2. Any act consistent with the authority and prior to the effective date of this ordinance is hereby ratified and confirmed.
Section 3. This ordinance shall take effect and be in force thirty (30) days from and after its approval by the Mayor, but if not approved and returned by the Mayor within ten (10) days after presentation, it shall take effect as provided by MunicipalCode Section 1.04.020.
Passed by the City Council the ____ day of _________, 2006, and signed by me in open session in authentication of its passage this _____ day of __________, 2006.
_________________________________
President __________of the City Council
Approved by me this ____ day of _________, 2006.
_________________________________
Gregory J. Nickels, Mayor
Filed by me this ____ day of _________, 2006.
____________________________________
City Clerk
(Seal)
Attachment 1: Lease Agreement Between the City of Seattle and The Vera Project
Version #1
Attachment 1
LEASE
THIS LEASE (the "Lease") is entered into by and between CITY OF SEATTLE ("City"), a municipal corporation of the State of Washington, acting by and through the Director of the Seattle Center Department ("Director"), and THE VERA PROJECT ("VERA"), aWashington non-profit corporation.
RECITALS
WHEREAS, Seattle Center, a City of Seattle department, supported by the people of Seattle, is home to the finest cultural and educational organizations, sports teams, festivals, community programs and educational facilities and exists to delight andinspire the human spirit in each person and bring us together as a rich and varied community; and
WHEREAS, VERA is a non-profit corporation whose mission statement is attached hereto as EXHIBIT E; and
WHEREAS, after discussions between Seattle Center and VERA representatives, Seattle Center confirmed that VERA would contribute to the Seattle Center mission and expressed interest in having VERA as a campus resident organization; and
WHEREAS, on June 27, 2005, VERA's Board of Directors unanimously voted to begin long-term lease negotiations with City regarding improvement and use of the Snoqualmie Room on the Seattle Center campus; and
WHEREAS, in the 2006 budget the City has provided Three Hundred Fifty Thousand Dollars ($350,000) for improvements to the Seattle Center Northwest Rooms to prepare the facility for VERA's use as an all-ages performing arts venue and offices.
NOW, THEREFORE, in consideration of the rents to be paid and the covenants and agreements hereinafter provided which City and VERA agree to keep and perform, City and VERA hereby agree as follows:
1. PREMISES
A. Grant: City hereby leases to VERA and VERA leases from City, those certain premises located in the building commonly known as the Northwest Rooms at Seattle Center (the "Building") and consisting of approximately 7,520 square feet of space (the"Premises"). The Premises are located on a portion of the land legally described as:
Lots 1 through 12, Block 32 and Lots 1 through 12, Block 35, D.T. Denny's Home Addition to City of Seattle, according to the plat thereof recorded in Volume 3 of Plats, page 115, in King County, Washington; together with that portion of Warren AvenueNorth vacated by City of Seattle Ordinance No. 88603; and that portion of alley vacated by City of Seattle Ordinance No. 8520 which attached to said premises by operation of law.
The floor plan for the Premises is attached as Exhibit A.
The mailing address for this location will be:
VERA Project
Seattle Center
305 Harrison
Seattle, WA 98109
B. Condition of Premises: VERA accepts the Premises in their condition as of the Commencement Date AS IS, with all defects, and assumes all risk that one or more defects exist in the Premises. City makes no warranties or representations of any kind,express or implied, with respect to the condition of the Premises or their suitability for VERA's purposes other than as specified in this Lease. VERA agrees that any express or implied representations, statements or warranties made by or on behalf ofthe City prior to the Commencement Date, unless expressly set forth in this Agreement, have been effectively revoked and withdrawn and have no force or effect whatsoever.
C. Use: VERA may use the Premises as a music performance venue with an approximate capacity of 300 persons, as well as for a sound studio, silkscreen studio and administrative offices and for other incidental, reasonably related activities. VERAshall not use the Premises for any other purpose without the Director's prior, written approval, which approval may be granted, withheld or conditioned in the Director's sole discretion.
VERA agrees to conduct its activities in a manner that is consistent with the Seattle Center Vision Statement, Exhibit B, and to comply with the Seattle Center Rules and Regulations regarding the use of the Premises and Seattle Center grounds, ExhibitC, provided that such Statement, Rules and Regulations are consistent and not in derogation of this Lease. If any government entity passes a law making Tenant's use impractical, then this Lease shall be terminable by Tenant at Tenant's sole optionwithout further obligation of Tenant to pay rent or perform further obligations under this Lease, except for VERA's indemnity obligations contained in Sections 4, 6, 15 and 33 of this agreement, which shall survive the termination.
D. Assumption of Risk: VERA's placement and storage of business or personal property in the Premises or any other Seattle Center facility shall be at VERA's sole risk.
E. Nonexclusive License to Use Common Areas: Throughout the Term, VERA and its licensees, patrons, invitees and employees shall have the non-exclusive right to use the Seattle Center common areas as from time to time constituted, which use shall be incommon with all other visitors and users of the Seattle Center and subject to such rules and regulations for the use thereof as the Director may promulgate from time to time. For the purposes of this Lease, the term "common areas" means and includesany Seattle Center area designated by the Director as being for the general use of tenants, concessionaires, licensees, patrons, employees, and invitees of the Seattle Center and not within the exclusive control of any tenant or licensee, and includesbut is not limited to the immediate periphery of the Premises, parking areas, landscaped areas, areaways, roads, walks, corridors, malls, public toilets, public lounges, public stairs, ramps, elevators, escalators, and shelters. City retains allcontrol over and management of the Common Areas. City, in its discretion, may increase, decrease or change the number, locations and dimensions of any Common Areas and other areas or improvements outside the Premises, and no such action shall be deemeda constructive or actual eviction or entitle VERA to compensation or a reduction or abatement of rent, provided however, that City shall give Tenant as much notice as is possible under the circ*mstances prior to undertaking any such action.
VERA acknowledges that the Common Areas abutting the Premises are for the enjoyment of all, and shall at all times be respectful of the public's right to use them without fear of disturbance or bother. VERA agrees to discourage its licensees, patrons,invitees, customers and employees from smoking in this area and nearby Common Areas and to work with the City to enforce smoking regulations.
2. LEASE TERM
The term of this Lease shall be ten (10) years (the "Term"), commencing on the earlier of (i) the date the City of Seattle's Department of Planning and Development ("DPD") issues VERA a building permit for the Initial Improvements, defined in theconstruction agreement referred to in Subsection 36.A ("Construction Agreement"), or (ii) September 30, 2006 (the "Commencement Date"). Notwithstanding the foregoing, unless the Director agrees otherwise, this Lease shall automatically terminate (i) ifVERA has not obtained a building permit for the Initial Improvements by December 31, 2006; (ii) if the parties fail to execute the Construction Agreement; or (iii) if the Construction Agreement is terminated pursuant to either Section 3 or Section16.A.(3) thereof.
The parties shall acknowledge the actual Commencement Date by written addendum, which shall be incorporated into this Lease without the need for formal amendment.
3. RENT
A. Annual Rent: VERA shall pay annual rent in the amounts shown on the table below. As used in the table, "adjusted rent" means rent increased by the Consumer Price Index, in accordance with Subsection 3.C. All rent shall be payable monthly withoutdeduction, offset, prior notice or demand, in 12 equal installments, with each installment due on the first day of each month during the Term, except as provided in Subsection 3.B.
Years 1 5 $35,000.00 Year 6 Year 5 adjusted rent plus $3,000 Year 7 Year 6 adjusted rent plus $3,000 Year 8 Year 7 adjusted rent plus $3,000 Year 9 Year 8 adjusted rent plus $3,000 Year 10 Year 9 adjusted rent plus $3,000
B. Rent during Construction: From the Commencement Date until the first day after DPD issues an occupancy permit for the Premises ("Occupancy Date"), VERA shall pay City monthly Interim Rent in the amount of $1,458.50.
If either the Commencement Date or the Occupancy Date falls on other than the first day of a month, then the Interim Rent or the Annual Rent, as the case may be, for that month shall be prorated, based on the ratio that the number of days that VERA'soccupancy bears to the total number of days in that month. In such event, with respect to Interim Rent, the partial month's Interim Rent shall be added to and payable together with the first full month's Interim Rent.
C. CPI Adjustment: Beginning January 1, 2007, and on the first day of each January thereafter throughout the Term, Interim or Annual Rent, whichever is then applicable, shall increase by the same percentage as the increase in the Consumer Price Indexfor All Urban Consumers in the Seattle-Tacoma Metropolitan Area, published by the Bureau of Labor Statistics, United States Department of Labor (the "Index"), if any. If, during any year for which CPI increases apply, there is a decline in the Index,then the Rent shall remain the same as it was during the immediately preceding calendar year. If there is any change in the Index base or if the Index is discontinued, the Director shall select a substitute index of comparable statistics on the cost ofliving for the locality in which the Premises are located as shall be computed by an agency of the United States or by a responsible financial periodical or other recognized authority.
D. Operating Expenses: In addition to Rent, VERA shall pay City monthly, upon invoice, as Additional Rent, the Operating Expenses for the Premises, including but not limited to, the following:
1. All City expenses for HVAC utility services as well as for maintenance and repair work to the HVAC system located in the Premises.
2. The cost of all utilities not separately metered, including solid waste removal and recycling, as further described in Section 14.
3. The cost of monitoring, repairing and confidence testing the sprinkler and fire alarm system.
4. The cost of all maintenance or repair work for which VERA is responsible but which the City performed at VERA's request.
E. Time and Manner of Payment. VERA shall pay Rent and Operating Expenses in lawful money of the United States and, unless otherwise specified in this Lease or other written notice from City, deliver the same to the City of Seattle, c/o Seattle CenterFiscal Services & Accounting, 305 West Harrison Street, Seattle, Washington, 98109.
4. CITY AND CITY-AUTHORIZED THIRD PARTY USE OF PREMISES
A. City Use of Premises: The City reserves and retains the right to use, and to authorize others to use, the production and performance areas of the Premises including the stage, backstage areas, dressing rooms, control booths, public rest rooms, stageand wing space and loading areas, during the time periods specified in Subsection 4.F. There shall be no charge for such City or City-authorized use, nor any reduction in VERA's Rent.
B. Use of VERA Office Space and Equipment: City's right to use and to authorize others to use the Premises does not include the right to use VERA's private administrative offices, unless the parties agree otherwise. Nor does it include the right touse VERA's equipment, except for the light board; the light plot and lights; and the sound board; provided, that lights shall not be re-focused or moved. If a user requires operation of such equipment, it shall be operated by VERA personnel or, at theCity's election, by qualified City personnel, subject to VERA's supervision. City shall reimburse, or shall obligate the authorized user to reimburse, VERA for VERA's direct costs for such operation or supervision, plus incidental expenses actuallyincurred, within thirty (30) days of VERA's invoice. VERA's costs may include wages for VERA personnel at the rates VERA normally pays for such work, except that if a VERA volunteer performs the work, VERA may charge the Seattle Center standard ratefor such volunteer labor.
C. City Cleaning, Repair and Reimbursem*nt for Utility Use: For all dates reserved for City or City-authorized use under this Section 4, including move-in, move-out and cleanup dates, City shall, or shall require the user to, reimburse VERA within 30days of VERA's invoice, for VERA's actual expenses for utilities, supplies, perishable items and labor (other than equipment operators) attributable to such use. In addition, City or its authorized user shall clean the Premises and repair any damagecaused to the Premises and to VERA's property on the Premises by the end of the move-out day, unless a longer period of time is required for repair work, in which case such work shall be completed as quickly as is reasonably possible.
D. City Responsibility for Damage: The parties acknowledge that members of the public will occupy the Premises during the City or City-authorized use periods, and the City will endeavor to protect the Premises and all persons on the Premises fromdamage or injury. The City shall be responsible for, and shall indemnify, defend and hold VERA harmless from, any and all losses, damages, suits, and claims for any nature whatsoever made against or incurred by VERA arising out of any City orCity-authorized use of the Premises, except to the extent that any damage or injury arises from VERA's negligence. City shall also require any City-authorized users to secure commercial general liability insurance, including contractual liability, withthe same limits of liability as are required of VERA. Such insurance shall name VERA as an additional insured and users will be required to provide VERA with evidence of such insurance not less than seven (7) days prior to the scheduled use.
The indemnification provided for in this paragraph shall survive any termination or expiration of this Lease.
E. Limitation on Third-Party Usage: Notwithstanding anything in this Lease to the contrary, if any City-authorized user of the Premises fails to pay VERA any amounts due under this Section 4, that user shall not be permitted to use the Premises untilthe arrearage has been paid.
F. Dates When City and City-Authorized Third-Parties' Use of Premises is Guaranteed: The Premises are reserved for City use during the following dates in connection with the events identified or for their successor events. For each use, VERA shallprovide access to the Premises no later than 12:01 a.m. on the first day specified, and until 9:00 a.m. the day immediately following the last use date of use. The Director shall inform VERA of the precise dates for each event in a written notice assoon as the Director confirms such dates, but no later than one (1) year before the first day of each intended use, or as specified below.
1. For Seattle International Children's Festival use. Nine (9) consecutive days during the month of May.
2. For Northwest Folklife Festival use. Friday through the Monday of Memorial Day weekend, plus two (2) move-in days, before, and one (1) move-out day, after, the festival.
3. For The Bite of Seattle use. Friday through Sunday, plus one (1) move-in day and one (1) move-out day, each July.
4. For Seattle Center Arts and Science Academy use. Fifteen (15) consecutive days during July and August.
5. For Bumbershoot Festival use. The Monday preceding Labor Day continuing through Labor Day, and one (1) move-out day after Labor Day.
5. LATE CHARGES; INTEREST
If VERA fails to pay any sums due under this Lease within five (5) days after the due date, a service charge of Fifty Dollars ($50.00) or such larger sum as may be established by ordinance, shall be assessed for each month or portion of a month that thedelinquency continues. Such assessment(s) shall be immediately due and payable. In addition, interest on such delinquent amount(s) shall accrue at the rate of one and one-half percent (1 1/2 %) per month from the date due, until paid. If any check forpayment is returned for insufficient funds, VERA shall pay an administrative charge of $20.00 and thereafter, City may require VERA to pay subsequent Rent by cashier's or certified check.
6. WAIVER; INDEMNIFICATION.
A. VERA's Indemnification: Except as to activities to which RCW 4.24.115 applies (in which case the provisions of that statute shall govern this section), VERA shall indemnify, defend (using legal counsel acceptable to City) and save City, itsofficers, agents, and employees, harmless from any and all claims, suits, losses, damages, fines, penalties, liabilities and expenses arising out of or in connection with (i) VERA's occupation, use or improvement of the Premises, the Northwest Rooms orSeattle Center areas pursuant to this Lease, (ii) VERA's breach of any of its obligations hereunder; or (iii) VERA's violation of any law. VERA agrees that its indemnity obligation specifically covers actions brought against City by VERA's ownemployees and is specifically and expressly intended to constitute a waiver of VERA's immunity under Washington's Industrial Insurance Act, RCW Title 51, as to City only. CITY AND VERA ACKNOWLEDGE AND AGREE THAT THE INDEMNIFICATION PROVISIONS OFTHIS LEASE WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM and they shall survive the termination or expiration of this Lease.
B. Release of Claims: City shall not be liable to VERA and VERA hereby waives and releases City from all claims for any losses or other damages VERA sustains as a result of any accident or occurrence in or upon the Premises or the Northwest Rooms,including but not limited to any defect in or failure of building equipment; any failure to make repairs; any defect, failure or interruption of building facilities or services; broken glass; water leakage; the collapse of any building component; or anyact or omission of any other Northwest Rooms occupants.
7. INSURANCE
A. Vera Furnished Coverages and Limits of Liability: VERA shall maintain in full force and effect at all times during the Term of this Lease, at no expense to City, insurance as specified below.
1. Commercial General Liability insurance including
Premises/Operations
Personal/Advertising Injury
Contractual Liability
Independent Contractors
Stop Gap/Employers Liability
Fire/Tenant Legal
Limits of liability shall be not less than $1,000,000 each occurrence, bodily injury and property damage combined single limit (CSL) except:
$ 1,000,000 each offense Personal/Advertising Injury
$ 1,000,000 each accident Disease Stop Gap/Employers Liability
$ 500,000 each occurrence Fire/Tenant Legal
2. Business Automobile Liability insurance including coverage for owned, non-owned, leased or hired vehicles with a minimum limit of liability of $1,000,000 each occurrence, combined single limit bodily injury and property damage.
3. Workers Compensation insurance in accordance with Title 51 of the Revised Code of Washington (RCW).
4. All Risks Property insurance on a replacement cost basis, covering VERA's tenant improvements, trade fixtures and business and personal property. Such insurance shall include Time Element coverage with sufficient limits to provide for loss ofrevenues and additional expenses during an interruption of VERA's activities due to damage to or loss of the Premises.
B. City Furnished Coverages and Limits of Liability: The City shall maintain in full force and effect at all times during the Term of this Lease All Risks Property Insurance for the Building, including earthquake and flood, on a replacement costbasis.
C. Mutual Waiver of Property Insurance Subrogation: VERA and the City hereby waive their respective rights of subrogation against one another with respect to perils covered by insurance required under this Lease and their respective rights of recoveryagainst one another for claims falling within policy deductible amounts, unless the party against whom recovery is sought caused or contributed to the loss.
D. General Terms And Conditions:
1. Except with respect to Workers' Compensation insurance, any selfinsured retention in excess of $25,000 must be disclosed and is subject to the City's approval. VERA shall be responsible for paying any claims that fall within amount of theself-insured retention. In order for the City to approve a self-insured retention about the stated amount, VERA must state, in writing, that it will protect and defend the City of Seattle as an additional insured under its self-
insured retention to the same extent as City would be protected under a commercial insurance policy meeting the requirements set forth herein has been issued and, in addition, provide detailed information as to how and to whom the City should direct anynotice or tender.
2. The City reserves the right to approve any insurer, form or type of coverage. Unless the City approves otherwise, all insurers shall be licensed to do business in the State of Washington and rated A:VII or higher in the current A.M. Best's KeyRating Guide; or issues as surplus lines under the provisions of chapter 48.15 RCW by a Washington State licensed broker.
3. The City of Seattle shall be named as an additional insured on the CGL and Business Automobile Liability policies for primary and noncontributory limits of liability.
4. City shall have the right to periodically review the appropriateness of coverages and/or limits of liability in view of inflation and/or changing industry conditions and to reasonably require an increase in such coverages and/or limits of liabilityupon ninety (90) days' written notice to VERA and provided such increases are reasonable with respect to market practices.
5. If VERA fails to maintain insurance as required herein, the E. EVIDENCE OF INSURANCE 1. Except with respect to Workers' Compensation insurance, before occupying the Premises, VERA shall provide City with documentary evidence that it has complied with the insurance requirements hereunder, including coverages, limits of liability andother terms and conditions specified in this Section 7. 2. As respects CGL insurance, evidence of insurance must include a copy of the actual designated additional insured endorsem*nt or blanket additional insured policy wording that documents that The City of Seattle is an additional insured for primary andnoncontributory limits of liability. 3. As respects all coverages, each policy must include, and the documentation must demonstrate, that the policy will not be cancelled without at least thirty (30) days' written notice of cancellation having been delivered to the City, except in cases ofnon-payment of premium, in which case, cancellation may occur upon ten (10) days' written notice. 4. The certificate holder shall be: Seattle Center 305 W. Harrison ST, Room 109 Seattle, WA 98109 5. Certification shall be sent to the City's Risk Manager at: Facsimile number (206) 470-1270 or as an email attachment to riskmanagement@seattle.gov, with a copy to: Juanita Woelfle Facsimile number (206) 615-0366 or as an email attachment to Juanita.woelfle@seattle.gov VERA agrees that electronic documents transmitted to the City of Seattle shall constitute original copies and warrants the signature on the transmitted copy as the sender's certifying authorized representative's original signature. ORIGINAL HARD COPYCERTIFICATION IS NOT REQUIRED AND SHALL NOT BE SENT BY MAIL. 8. COVENANTS REGARDING OPERATION OF VERA'S BUSINESS A. No Nuisances or Objectionable Activity: VERA shall not (i) permit any noise in excess of the amount normally generated by its business, odor, dust, vibration or similar substance or condition that the Director reasonably determines to be excessiveconsidering the Tenant's use, to remain on or be emitted from the Premises; (ii) interfere with access to or from the Premises or any other part of the Seattle Center or with the traffic thereon, or with any Seattle Center facility, business, activityor utility on or off Seattle Center grounds; (iii) create any nuisance in or adjacent to the Premises; or (iv) do anything on the Premises that will create a danger to life or limb. B. Fire Extinguishers Within Premises: VERA shall install and maintain, throughout the Term, 2A-10BC-class fire extinguishers or alternatives approved by the Fire Marshall, in prominent locations on the Premises, and shall instruct all of its employeesregarding their appropriate use. Such fire extinguishers shall be recharged at least once a year and immediately following any use. City has the right to verify compliance with this requirement at any time and to modify this requirement as necessaryto conform to current Seattle Fire Department recommendations or requirements and to Seattle Center policies and procedures. C. Objectionable Merchandise or Material: VERA shall not display or offer for sale or rent, or allow to be displayed or offered for sale or rent, on the Premises, any merchandise or other material that the Director, in the exercise of such official'ssole discretion, determines will create a danger to life or limb that portrays The City of Seattle or Seattle Center or any aspect thereof in an incorrect, misleading, or unfavorable manner; that depicts or suggests in words, symbols, illustrations, orother forms, any act of violence, or any lewd, immoral, or obscene activity; or that may create a substantial litter or other maintenance problem at Seattle Center. D. Cross-Promotional Activities: VERA shall develop and implement a cross-promotional strategy in cooperation with the Director, whereby Seattle Center may promote itself, events and activities through advertising on the Premises and using VERA'scommunications and promotional tools. VERA may promote events and activities by way of the Seattle Center communications systems and use Seattle Center's promotional tools with the Director's permission. E. Promotional Materials; Incorporation of Seattle Center Logo: VERA shall incorporate the Seattle Center logo on its website and all press releases. VERA shall, to the extent possible, include in any promotional material imprinted or published orotherwise produced by or on behalf of VERA that refers to the Premises, including not limited to advertisem*nts, posters, programs, but not including tickets, notice that the Premises are located at the Seattle Center. F. Linked Websites: VERA shall maintain a link between its website and the Seattle Center website. G. Sponsorship Approval: VERA shall only accept sponsorship for events on the Premises in accordance with Seattle Center's sponsorship policy. VERA shall not accept sponsorship from any entity or organization that does not further Seattle Center'smission, such as those promoting tobacco, firearms or alcohol, or political sponsorship. Before concluding any sponsorship agreement with another party that includes naming rights or pouring rights, VERA shall submit the same to the Director forapproval, and if not approved, shall modify the agreement as necessary to secure such approval. H. Operational Impacts: On or before February 1 of each year during the Term, the parties' representatives shall meet to review the operational impacts of VERA's program on Seattle Center operations and activities. To the extent reasonablypracticable, VERA shall promptly implement reasonable modifications to its program that the Director requests and that are intended to mitigate demonstrable adverse affects that VERA's program is having upon Seattle Center operations. I. Notification of Casualties or Accidents: VERA shall promptly notify City of casualties or accidents occurring in or about the Premises or the Northwest Rooms. J. Deliveries: All deliveries shall be made to a delivery location or entrance designated by the Director. Deliveries shall be made before 10:00 a.m. or such other time as the Director may from time to time designate. If VERA requires any specialdelivery arrangements, it shall request permission therefor from the Seattle Center Contracts Office. Special events such as festivals, including festival "move-in" and "move-out" periods, may impact, modify or limit delivery times. The Directorspecifically agrees and acknowledges that load-in and load-out of music performances shall not be deemed Deliveries for purposes of this subsection and such load-ins and load-outs shall be permitted to occur outside normal Seattle Center delivery times;provided, however, that at Seattle Center's request, load-ins and load-outs shall be coordinated with Seattle Center's designated event coordinator. K. Security: VERA shall provide all security for VERA's use of and activities on the Premises, at VERA's sole cost and expense. For events with public attendance (whether ticketed or not), Seattle Center may require VERA to engage qualifiedpersonnel to provide crowd management including, but not limited to, enforcement personnel inside the Premises and in any area where VERA's event attendees are impeding or interfering with movement or access on or around campus. 9. UTILITY SERVICES A. Utility Services Provided by City: City shall make heating, ventilation and air conditioning and sprinkler and fire alarm system monitoring and maintenance available to the Premises. City shall collect solid waste and solid waste recycling fromthe exterior of the Premises, and reserves the right to specify the location of all exterior waste receptacles, the means of access thereto, and the frequency of service. VERA shall pay for these services as follows: 1. HVAC. HVAC cost allocations for heating and cooling shall be based on the percentage of square footage that the Premises bear to the entire Northwest Rooms and North Tunnel, which the parties agree is 15.09% (7,520 sq. ft./49,847 sq. ft. =15.09%). The foregoing shall be adjusted for any change that may occur in the square footage or use of the Premises or the Northwest Rooms. 2. Solid Waste; Recycling. VERA shall pay its share of garbage and recycling costs. The parties shall agree upon an allocation of such costs based upon VERA's use, and upon Seattle Center's actual garbage and recycling costs, in accordance withSection 14. 3. Sprinkler; Fire Alarm System. VERA shall pay its share of sprinkler and fire alarm monitoring and shall reimburse Seattle Center for the actual cost, including salaries and benefits, for regular maintenance and confidence testing of the systemsserving the Premises. The parties shall agree upon the allocation of such costs. B. Utility Services Provided by VERA: VERA shall install, secure, maintain, and repair, at its sole expense, any utility services necessary to conduct its operations on the Premises and which are not presently provided by the Seattle Center. Wheneverpossible, VERA shall cause all utilities it installs and which serve the Premises to be separately metered and cause all bills for the delivery of such services to be sent directly to VERA. To the extent separate metering is not possible, the partiesshall agree upon a methodology for allocating such costs. Vera shall pay before delinquency, all fees and charges for all utility service provided to the Premises, including but not limited to electricity, water/and sewer, telephone and data services,as well as any special utility requirements transformers, converters, and the installation, change and relocation of points and means of service of all utility lines and systems.
C. Additional Utility Capacity: VERA shall pay all costs associated with augmenting any utility services (including the fire sprinkler system) necessary or desirable for VERA's use and occupancy of the Premises, including relocating or modifying anyutility systems serving the Northwest Rooms, generally.
If VERA desires to install lights or equipment that would exceed the capacity or design of the existing Northwest Rooms' utility systems, VERA shall obtain the Director's consent for such installation, which the Director may condition upon VERA'sagreement to pay all costs for upgrades, relocations, renovations or revisions to Northwest Rooms' systems as may be necessitated by such equipment or lights. The Director may deny the change if the equipment or lights requested will, in City'sreasonable judgment, overburden the Northwest Rooms' structural or mechanical, HVAC, plumbing or electrical system(s), even if supplemented at VERA's expense.
D. Telecommunications: VERA shall utilize the Seattle Center campus telecommunications provider for telephone and data services.
E. Interruption: City shall not be liable for any loss, injury or damage to person or property caused by or resulting from any variation, interruption or failure of utility services due to any cause whatsoever, including, but not limited to, electricalsurges, or from failure to make any repairs or perform any maintenance. No temporary interruption or failure of such services shall be deemed an eviction of VERA nor relieve VERA from any of VERA's obligations hereunder nor give VERA a right of actionagainst City for damages. City has no obligation to provide emergency or backup power to the Premises. The provision of emergency or backup power to the Premises or to enable the equipment therein to properly function shall be VERA's soleresponsibility.
10. PARKING
As of the Commencement Date, the Seattle Center has "Cooperative Parking Status" under Title 23 of the Seattle Municipal Code. City does not provide any parking that is specifically for or associated with the Premises (including, but not limited to,that required by or for VERA's staff, suppliers or customers). All available Seattle Center parking shall be available on a first-come, first-served basis.
11. SIGNAGE, ADVERTISING & PUBLICITY
A. Prohibited Promotion & Other Material: VERA 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, except after receivingthe Director's written approval therefor, which approval may be given, conditioned or withheld in the Director's reasonable discretion. On or before the expiration or termination of this Lease, whichever is earlier, or, in the case of unauthorizedmaterial, on or before the date specified in the Director's notice to remove the same, VERA shall remove, at no expense to 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 may be treated as VERA property subject toremoval and storage pursuant to Section 22 hereof.
All signs and display materials that VERA is authorized to post or display shall comply with applicable laws and regulations.
B. Signs: VERA may install signs on the exterior of the Premises identifying the building by name, its status as the site of "The VERA Project," and containing other information related to VERA including, without limitation, program information,fundraising information and special VERA announcements. The design, installation and location (but not the contents) of said signs shall be subject to the Director's prior written approval.
12. MAINTENANCE, CLEANING & REPAIR
A. City Responsibilities: City shall be under no obligation to perform any maintenance or to make any repair, alteration or improvement to or upon the Premises or any part thereof at any time, except as expressly provided in this Section. Except fordamages caused by VERA or its officers, contractors, agents, patrons, invitees, volunteers, licensees or employees, which VERA shall repair at its sole expense, City shall, at City expense, repair and maintain in good order, condition and repair,reasonable wear and tear and damage by fire or other casualty excepted, the following portions of the Premises:
1. Roof and exterior walls: The roof, exterior windows and exterior walls of the Premises other than doors and locks, provided, however, VERA shall be responsible for exterior window washing, as described in Subsection 12.B.1.
2. Potable water, Wastewater and Sewer Pipes: Those portions of the potable water, wastewater and sewer pipes connected to the Premises beginning five (5) feet from the exterior of the Premises.
3. HVAC system: Subject to the provisions of Section 3 hereof, the HVAC system and all component parts.
4. Sprinkler and Fire Alarm System: Subject to the provision of Section 3, the Sprinkler and Fire Alarm Systems in the Premises and connected to the City Systems.
In undertaking such maintenance, City shall make a good faith effort to not interfere with VERA's business on the Premises. VERA waives all claims for damages, including for any loss of business, resulting from City maintenance, cleaning and repairwork except to the extent of City gross negligence. There shall be no abatement or reduction of rent arising because of City's making of any repairs, alterations, or improvements.
B. VERA's Responsibilities: VERA, at its sole expense, shall at all times keep the Premises, including all of VERA's improvements, alterations, and additions thereto, and VERA's personal property, in good repair and in a serviceable and sanitarycondition, reasonable wear and tear and damage by fire or other casualty not caused or contributed to by VERA, excepted. In carrying out VERA's responsibilities under this Section, VERA, among other things, shall:
1. Regularly clean the exterior and interior glass in the Premises' windows and doors and replace any interior glass immediately if it should crack or break.
2. Maintain and repair all wastewater and sewer pipes within the
Premises and up to five (5) feet from the exterior of the Premises.
3. Have all plumbing and plumbing fixtures inspected at least once every calendar year and cause all damage associated with any plumbing fixture, plumbing, or pipe to be repaired, all by professionals licensed to perform such functions. If VERA failsto satisfy this repair obligation within four (4) hours after the Director notifies VERA of any such damage, City may undertake such repair at VERA's expense.
4. Maintain and repair the electrical system, including the main distribution service panel and all sub-panels serving the Premises, including conduits, wires, fixtures and lamps, exterior and interior doors and locks, interior finishes and accessories,the potable water system and wastewater system inside the Premises and up to five (5) feet from the exterior of the Premises, restroom stalls, and restroom dispensers. Only a licensed electrician shall perform work on the Premises' electricalsystems.
If VERA fails to timely fulfill any of its obligations specified in this Section, City may (but shall have no obligation) undertake such work, and City shall have the right to enter the Premises for such purposes. If City undertakes any such work VERA,VERA shall promptly pay City, upon receipt of a written statement, the actual expenses City incurred in undertaking such work (including but not limited to Seattle Center labor and project management) plus an administrative charge of $250.00.
If requested by VERA, the City may maintain, clean and repair the Premises to the ordinary standards provided to other tenants, or as otherwise agreed upon by the parties. If the City performs these services, VERA shall reimburse the City for the costof these services plus an administrative fee to be negotiated by the parties or for a negotiated set fee. If requested to perform such maintenance, cleaning or repair, VERA waives all claims for damages resulting form City maintenance, cleaning andrepair work except to the extent of the City's gross negligence.
C. Public Health and Safety: If it is necessary to protect the public health and safety, or to make repairs, alterations, additions or improvements in order for the Premises or any portion of the Northwest Rooms to remain in operation, City may erectbarricades and scaffolding in and outside of the Premises, may enter the Premises and may otherwise interfere with the conduct of VERA's business and operations where such action is reasonably required by the nature of City's work. If any such worknecessitates the temporary cessation of VERA's business or operations in, on or from the Premises, the Director shall notify VERA of such necessity and the anticipated beginning and ending dates of such cessation. Rent shall be prorated during eachmonth City requires VERA's business operations to cease pursuant to this section and VERA shall pay such prorated rent during the cessation. The proration of the obligation to pay Rent shall be the only relief available to VERA, and VERA waives allclaims for damages and for any injury to or interference with its operations or business and losses occasioned by any such cessation. City agrees, when exercising the rights hereunder, to take every reasonable step to keep interruptions in VERA'soperations to a minimum including performing such work during Tenant's non-business hours when possible.
D. Inspection for Maintenance Purposes: The Director shall inspect the Premises at lease once each year, at City expense, and shall provide a written report to VERA containing findings and recommendations regarding necessary or advisable maintenanceand repair. Within such time periods as the Director may reasonably specify, VERA and City shall each perform such recommended repair and maintenance work, as is their respective responsibilities under this Lease. The Director's inspection shall notrelieve VERA of any responsibility to inspect the Premises and perform such repair and maintenance work as it is otherwise obligated to perform under this Lease.
13. CITY ACCESS TO, & INSPECTION, REPAIR & IMPROVEMENT OF PREMISES & OTHER PROPERTY
A. Access to Premises: VERA shall provide 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 notimpose on 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 VERA 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: VERA shall provide the Director with keys with which to unlock all of the doors in, upon, and about the Premises, excluding VERA's vaults, safes, and files. In cases of emergency, City may use any and all means thatthe Director deems proper to open said doors in order to gain entry into the Premises, without liability to VERA. The City's entry into the Premises pursuant to this Section 13 shall not be construed or deemed to be an eviction of VERA or a forcible orunlawful entry into, or a detainer of, the Premises or any portion thereof.
D. Northwest Rooms: City shall at all times have exclusive control and management of the Northwest Rooms, except for the Premises, and no diminution of the Northwest Rooms shall be deemed a constructive or actual eviction or entitle VERA tocompensation or a reduction or abatement of rent. City, in its discretion, may increase, decrease or change the number, locations and dimensions of the Northwest Rooms and other areas or improvements that are not within the Premises. City reserves theright from time to time to install, use, maintain, repair, relocate and replace pipes, ducts, conduits, wires and appurtenant meters and equipment for service to the Premises or to other parts of the Northwest Rooms in areas above the ceiling surfaces,below the floor surfaces, within the walls and elsewhere in the Northwest Rooms.
14. COMPLIANCE WITH LAW
A. General Requirements: VERA, 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 City of Seattle; and rules, regulations, orders, and directives ofadministrative agencies and their officers implementing the same. VERA shall use its best efforts to ensure that every person it admits to the Premises similarly performs and complies with the same. Whenever VERA or its authorized representative isinformed of any violation of any law, ordinance, rule, regulation, license, permit, or authorization committed by it or any person admitted to the Premises, VERA shall immediately desist from and/or prevent or correct such violation.
B. Licenses, & Other Authorizations: VERA shall obtain and maintain all required licenses, permits, and similar legal authorizations, and comply with all requirements thereof.
C. Taxes: VERA 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; taxeslevied on its property, equipment and improvements on the Premises; and taxes on VERA's interest in this Lease 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 Cityfor payment of leasehold excise taxes resulting from VERA's occupancy of the Premises or withholds funds due to City to enforce collections of leasehold excise taxes, VERA shall remit the taxes demanded together with any interest and penaltiesassociated therewith or, at no expense to City, contest such collection action and indemnify City for all sums expended by, or withheld by the State of Washington from City in connection with such taxation. If VERA is exempt from any tax, a documentfrom the taxing authority demonstrating the organization's exemption must be provided to the Seattle Center Fiscal Services Department.
D. Nondiscrimination: VERA 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, and 20.42 ofthe 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: VERA, at no cost to 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 recycleall such products that are locally accepted for recycling. Each separately sorted category of waste products shall be placed in separate receptacles reasonably approved by City, which receptacles shall be dumped or removed from the Seattle Center atsuch minimum frequency as the Director may specify. City reserves the right to refuse to collect or accept from VERA any waste product that is not sorted and separated as required by law, ordinance, rule or regulation, and to require VERA to arrangefor the collection of the same at VERA's sole cost and expense using a contractor satisfactory to City. VERA shall pay all costs, fines, penalties, and damages that may be imposed on City or VERA as a consequence of VERA's failure to comply with theprovisions of this subsection.
15. ENVIRONMENTAL STANDARDS
VERA shall not, without City's prior written consent, keep on or about the Premises or the Northwest Rooms any substance designated as, or containing any component now or hereafter designated as hazardous, dangerous, toxic or harmful and/or subject toregulation 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 HazardousSubstances stored with City's consent, VERA shall promptly, timely and completely comply with all governmental requirements for reporting and record keeping; submit to City true and correct copies of all reports, manifests and identification numbers atthe same time as they are required to be and/or are submitted to the appropriate governmental authorities; within five (5) days after City's request therefore, provide evidence satisfactory to City of VERA's compliance with all applicable governmentalrules, 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. VERA shall provide theDirector with VERA'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 renewalthereof) and any correspondence VERA receives from, or provides to, any governmental unit or agency concerning VERA's handling of Hazardous Substances or the presence, or possible presence, of any Hazardous Substance on or about the Premises.
If VERA violates any of the terms of this section concerning the presence or use of Hazardous Substances or the handling or storing of hazardous wastes, VERA shall promptly take such action as is necessary to mitigate and correct the violation. If VERAdoes not act in a prudent and prompt manner, City reserves the right, but not the obligation, to act in place of VERA (for which purpose VERA hereby appoints City as its agent), to come onto the Premises and to take such action as City deems necessaryto ensure compliance or to mitigate the violation. If the Director has a reasonable belief that VERA is in violation of any law or regulation, or that any action or inaction of VERA presents a threat of violation or a threat of damage to the Premises,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 City in connection with any such action shall become immediately due and payable asAdditional Rent by VERA upon presentation of an invoice therefore.
Any and all costs and expenses City incurs in connection with City's inspections of the Premises and City's monitoring of VERA's compliance with this Section 15, including City's attorneys' fees and costs, shall be Additional Rent and shall be due andpayable to City within ten (10) days after City's demand therefor. VERA shall be fully and completely liable to 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 VERA's use, disposal, transportation, generation and/or sale of Hazardous Substances in or about the Premises or Building. In addition to all other indemnity provisions of this Lease, VERA shall indemnify, defend, andhold City harmless from any and all costs, fees, penalties, charges and expenses, claims, suits, and liabilities assessed against, or imposed upon City, including without limitation cleanup or other remedial costs (and including attorneys' fees, costsand 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 VERA's use, storage, disposal, transportation, generation and/or sale ofHazardous Substances. This indemnity shall survive termination or expiration of this Lease.
16. CITY'S CONTROL OF BUILDINGS, GROUNDS & ACTIVITIES
Notwithstanding any other provision of this Lease and without limiting the City's general authority over the Seattle Center and other municipal properties, City may, without liability of any kind:
A. Physical Appearance: Increase, reduce or change, in any manner and to any extent whatsoever, the number, appearance, dimensions, and location of any and every Seattle Center walkway, landscaping element, parking, service area, and building.
B. Traffic & Parking Regulation: Regulate all traffic within and adjacent to the Seattle Center; and restrict or prohibit VERA or any of its officers, employees, agents, suppliers, and invitees from parking motor vehicles on City property.
C. Admission Charges: Impose a reasonable charge for admission to the Seattle Center and any of the facilities therein, including parking facilities.
D. Events: Erect, display and remove promotional exhibits and materials and permit special events on the Seattle Center grounds and in or at any building and facility thereof.
E. Rules & Regulations: Promulgate, from time to time, reasonable rules and regulations regarding the use and occupancy of any area of Seattle Center.
F. Hours of Operation: Determine the days and hours that the Seattle Center and the various business operations therein will be open to the public, provided however, that if such change makes Tenant's use either illegal or impractical, then this Leaseshall be terminable by Tenant at Tenant's sole option.
G. Other Businesses & Operations: Change the size, number, type and identity of other businesses and operations being conducted or undertaken at Seattle Center; and authorize other others, directly or indirectly, to sell food, beverages, merchandiseand services at Seattle Center, including any that may be identical or similar to that which VERA offers. VERA acknowledges and aggress that no representations have been made, and this Lease is not predicated on, continued operation of the existingmonorail.
H. Interference: Interfere with light, air or view, or VERA's operations or use and occupancy of the Premises, either in connection with or as a result of operations by or for City in the construction of any public work or its subsequent use andoccupancy, or the repair and maintenance of any City facility or improvement. City will make a good faith effort, however, to minimize such interference to the extent it is reasonably economical for City to do so.
17. ASSIGNMENTS, SUBLEASES & OTHER INTEREST TRANSFERS
A. Director's Prior Written Consent Required: VERA shall not assign, mortgage, or otherwise transfer or encumber this Lease nor sublet the whole or any part of the Premises without the Director's prior written consent, which may be withheld orconditioned in the Director's sole discretion. No assignment, sublease, or other transfer shall relieve VERA of any of its obligations under this Lease. Consent to any particular assignment, subletting, or transfer shall not waive the need for consentto any subsequent assignment, subletting or transfer.
B. Transferee's Obligations; Documentation: If the Director approves an assignment, transfer or sublease, the assignee, transferee or sublessee shall assume, in writing, all of VERA's obligations under the Lease with respect to the portion of thePremises involved, and VERA and such assignee, transferee or sublessee shall agree, in writing, to be jointly and severally liable for the performance of all of VERA's obligations under this Lease. VERA and any assignee, sublessee or transferee shallremain jointly and severally liable regardless of any (i) agreement that modifies any of the rights or obligations of the parties to this Lease; (ii) stipulation that extends the time within which an obligation under this Lease is to be performed; (iii)waiver of the performance of any obligation under this Lease; or (iv) failure to enforce any obligation under this Lease.
Every proposed sublease, assignment, or other interest-transferring agreement shall be submitted to the Director for review and approval or disapproval before execution by the proposed subtenant, assignee, or other transferee, and not less than fourteen(14) calendar days before the commencement date of the proposed subtenant's, assignee's, or transferee's intended use of any portion of the Premises or the assumption of any right or interest in any portion of the Premises or this Lease.
C. Change of VERA's Organizational Structure Constitutes Assignment: Any change in the non-profit nature or structure of VERA shall be deemed an assignment.
D. VERA's Authorization to Use Premises Constitutes Assignment or Sublease: If VERA permits anyone to occupy all or any portion of the Premises for any purpose not within the intent of this Lease or any approved sublease, such permission shall bedeemed an unauthorized assignment or sublease.
18. EXCUSE & SUSPENSION OF OBLIGATIONS (FORCE MAJEURE)
If a party's performance under this Lease is prevented by an unforeseeable act of nature; war or war-like operations; civil commotion; riot; labor dispute including a strike, lockout, or walkout; sabotage; Federal or State regulation or control; orother condition beyond the reasonable control of such party, then performance of such affected obligation shall be suspended (excluding, however, any monetary obligations, which shall continue to be due and payable), but only for the duration of suchcondition. The existence of more than one (1) such condition on a given day shall result in only a one (1) day extension.
19. DAMAGE OR DESTRUCTION
A. Report of Damage or Destruction: VERA shall submit a written report to the Director, in care of the Contracts and Concessions Office, regarding the circ*mstances of any damage to the Premises or any of VERA's improvements thereto that is notreadily knowable to the Director or the Seattle Center staff, within twenty-four (24) hours after its discovery.
B. Rent Obligation in Event of Damage or Destruction: If the Premises are destroyed or damaged by fire or other casualty not caused by an act or omission of VERA or any of its officers, employees, contractors, agents, invitees, or guests, and suchdestruction or damage is so extensive as to render the Premises unusable (either because of the need to rebuild or to clean and refurbish the same) and Vera has given timely notice of such destruction or damage as provided by this section, VERA'sobligation to pay rent shall be abated until the date that the Premises are made usable or should have been made usable had VERA diligently prosecuted such repair, rebuilding, and restoration work. The Director shall determine whether the Premises areunusable and the duration of any such rent abatement and shall notify VERA of the determination, in writing. If only a portion of the Premises is damaged or destroyed by fire or other casualty as stated above and the Director determines that thePremises remain usable, VERA's Rent shall be reduced in proportion to the extent of the Premises rendered unusable for the purposes identified in Section I hereof, as reasonably determined by the Director, who shall notify VERA of the extent andduration of the reduction, in writing.
If the Premises are destroyed or damaged by fire or other casualty caused by an act or omission of VERA or any of its officers, employees, contractors, agents, invitees, or guests, and such destruction or damage is so extensive as to render the Premisesunusable (either because of the need to rebuild or to clean and refurbish the same), VERA's obligation to pay rent and additional rent shall remain in full force and effect and VERA shall be obligated repair and reconstruction the Premises and to applyall insurance proceeds payable to VERA toward such repair and reconstruction.
C. Rebuilding, Repair & Restoration. If the total insurance proceeds payable to VERA and the City will provide sufficient funds to enable the Premises to be rebuilt, repaired and restored after their damage or destruction, and neither VERA nor Cityelects to terminate this Lease pursuant to this section, VERA and/or the City shall diligently prosecute such rebuilding, repair, and restoration. VERA shall replace or repair in a timely manner and at no cost or expense to City, all damaged ordestroyed personal property that had been located on the Premises,
and all improvements that VERA made to the Premises, unless otherwise permitted by the Director. Upon the rebuilding, repair and reconstruction of the Premises, VERA shall immediately re-occupy the whole of the Premises. The Rent abatement orreduction provided pursuant to this section shall be discontinued and the full Rent and Additional Rent shall again be due and payable. City shall not be liable to VERA for damages, compensation or any other sum for inconvenience, loss of business, ordisruption arising from any repair to or restoration of any portion of the Premises or the Northwest Rooms in which the Premises are located.
D. Termination Rights in Event of Damage or Destruction:
By VERA: Notwithstanding any other provision in this Lease to the contrary, if fifty percent (50%) or more of the Premises are damaged or destroyed by fire or other casualty and such damage or destruction is not occasioned by an act or omission ofVERA, its officers, employees, contractors, agents, invitees, or guests, VERA may terminate this Lease by written notice to the Director.
By City: Notwithstanding any other provision in this Lease to the contrary, if fifty percent (50%) or more of the Premises are damaged or destroyed by fire or other casualty as to be untenantable or unusable, or if City desires to discontinue VERA'soperations because of substantial destruction of the Northwest Rooms or other part of Seattle Center, regardless of whether the Premises are destroyed, damaged, or otherwise, City may terminate this Lease by written notice to VERA.
Notice of Termination: Any notice of termination pursuant to this section shall be provided within sixty (60) days after the occurrence of the damage or destruction and shall specify the effective date of such termination.
20. DEFAULT & BREACH
A. Definition: If VERA fails to keep or perform any covenant, term or condition of this Lease, or if VERA files or is the subject of a petition in bankruptcy, or if a trustee or receiver is appointed for VERA's assets or if VERA makes an assignmentfor the benefit of creditors, or if VERA is adjudicated insolvent, VERA shall be in default of this Lease ("Default").
B. City's Notice of Default & Breach: If VERA is in Default, City shall provide written notice to VERA, specifying the nature of the Default, the reasonable number of days (but not more than thirty (30) days) after the date of the notice within whichsuch Default must be cured to avoid termination, and City's intention to terminate this Lease if the Default is not corrected within the stated period provided, however, that if the nature of VERA's obligation is such that more than notice period isrequired for performance, then VERA shall not be in default if VERA commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion.
C. Remedies: If VERA fails to cure any Default within the time specified in the Director's notice, City may terminate this Lease without any further proceedings, re-enter the Premises, lease and license others to use the Premises during any portion ofthe period of use remaining under this Lease had it not been terminated, and receive compensation therefor; provided, that such termination and/or re-entry shall not extinguish VERA's liability for the Rent, and any other sums due City under the Leaseshall not be extinguished; and provided, further, that VERA shall pay to City the difference between what City would have received under the Lease had the termination not occurred, and the rent City is able to recover in mitigation. Such payments shallbe made monthly, within fifteen (15) days after the date of City's invoice to VERA. VERA's liability for rent and any other sums due pursuant to this Section shall be subject to the late fees and interest provided for in Section 3 of this Lease. VERAshall also be liable for and shall reimburse City for any other amount City incurs as a result of VERA's Default including, but not limited to, any costs or expenses City incurs in retaking possession of the Premises, maintaining or preserving thePremises after such Default, preparing the Premises for reletting to a new tenant (including repairs or alterations to the Premises for such reletting), leasing commissions, and any other costs necessary or appropriate to relet the Premises. If Cityre-enters the Premises, City shall have the right, but not the obligation, to remove therefrom all or any part of the personal property located therein and may place the same in storage at a public warehouse at VERA's expense and risk. Regardless ofanything else in this Lease to the contrary, if this Lease is terminated by the City for a violation of Section 7, or Subsections 8.A., C., or H., then the City's sole remedy shall be to terminate this Lease without further obligation of VERA to payrent or perform further obligations under this Lease, with the exception of VERA's indemnification obligations hereunder, which shall survive any termination.
D. Adequate Security: If a petition is filed by or against VERA under any provision of the Bankruptcy Code or successor act, City reserves the right to require VERA to post a cash bond with City equal to six (6) months' Rent plus such additional sumsas to provide City with adequate security for VERA's performance of its obligations under this Lease.
E. Criteria for Substitute Tenant: City's obligation to mitigate damages after a default VERA that results in City's regaining possession of all or part of the Premises shall be satisfied, in full, if City undertakes to lease the Premises to anothertenant (a "Substitute Tenant") in accordance with the following criteria:
City shall have no obligation to solicit or entertain negotiations with any other prospective tenants for the Premises until City obtains full and complete possession of the Premises including, without limitation, the final and unappealable legal rightto re-let the Premises free of any claim of VERA.
City shall not be obligated to offer the Premises to any prospective tenant when other Premises on the Seattle Center suitable for that prospective tenant's use are currently available, or will be available within the next three months.
City shall not be obligated to lease the Premises to a Substitute Tenant for a rental less than the lower of (1) the rent Tenant was paying, or (2) the current fair market rental then prevailing for similar comparable facilities in the same market areaas the Seattle Center.
City shall not be obligated to enter into a new lease under terms and conditions that are unacceptable to City under City's then current leasing policies for comparable space at the Seattle Center.
City shall not be obligated to enter into a lease with any proposed Substitute Tenant that does not have in the Director's reasonable opinion, sufficient financial resource or operating experience. City shall not be required to expend any amount ofmoney to alter, remodel, or otherwise make the Premises suitable for use by a Substitute Tenant unless:
1. VERA pays any such sum to City in advance of City's execution of a lease with such Substitute Tenant (which payment shall not be in lieu of any damages or other sums to which City may be entitled to as a result of VERA's default under this Lease);or
2. City, in the Director's sole discretion, determines that any such expenditure is financially justified in connection with entering into any lease with such Substitute Tenant.
City shall not be obligated to enter into a lease with any Substitute Tenant whose use would:
1. disrupt the tenant mix or balance of the Seattle Center;
2. violate any restriction, covenant, or requirements contained in the lease of another tenant of the Seattle Center;
3. adversely affect the reputation of the Seattle Center; or
4. be incompatible with the operation of the Seattle Center as a first-class event and cultural community-gathering center.
F. Default by City: City shall not be in default of any obligation
under this Lease unless City fails to perform such obligation within a reasonable time, which time shall not extend more than thirty (30) days after written notice by VERA to the Director specifying the particular obligation that City has failed toperform. However, if the nature of City's obligation is such that more than thirty (30) days are required for performance, then City shall not be in default if City commences performance within such thirty (30) day period and thereafter diligentlyprosecutes the same to completion.
21. REMEDIES CUMULATIVE
Rights under this Lease are cumulative; failure to exercise on any occasion any right shall not operate to forfeit such right on another occasion. Each party shall also have any other remedy given by the law. The use of one remedy shall not be takento exclude or waive the right to use another.
22. SURRENDER OF PREMISES
A. Surrender & Delivery: Upon the expiration or termination of this Lease, whichever is earlier, VERA shall surrender the Premises in a broomclean condition, reasonable wear and tear excepted. VERA shall promptly deliver to the Director all keysVERA, and any of its officers, agents, and employees have to the Premises or any other part of the Seattle Center. Immediately after vacating the Premises and their surrender to City, a representative of VERA and City shall jointly inspect the Premisesto determine their condition. The Director shall summarize the results of such inspection on a "Premises Inspection Report," a copy of which shall be provided to VERA. If the Director determines that VERA has failed to surrender the Premises in abroom-clean condition, the Director may have the Premises cleaned at VERA's expense VERA, including administrative costs.
B. Removal of VERA's Property: Before the expiration of this Lease, or if this Lease is terminated, then within fifteen (15) days after the termination date, VERA shall remove, at its sole expense, all trade equipment and personal property owns orinstalled VERA in or on the Premises, unless the Director agrees, in writing, that any items may stay. In removing its property, VERA shall take care to not injure or damage the Premises and shall repair the Premises as necessary to restore them totheir condition as of the commencement date of this Lease, ordinary wear and tear and approved improvements, additions, and alterations excepted.
C. Storage of VERA's Property: If VERA fails to remove its trade equipment and personal property as required, City may, but shall not be required to remove such material from the Premises and store the same, all at VERA's risk and expense. If Cityremoves or arranges for the storage of such material, VERA shall reimburse City for all costs related to the removal, including any restoration and administrative costs.
D. No Claim for Removal: VERA shall not make any claim or demand upon City nor shall City be liable for any inconvenience, annoyance, disturbance, or loss of business or any other damage suffered by VERA arising out of removal operations under thisSection.
23. NOTICES
All notices from either party to the other shall be in writing and delivered or mailed, postage prepaid, to the intended recipient at the address specified on the signature page of this Lease, or to such other address as may be specified, from time totime, by either party, by notice to the other party.
24. NO RELATIONSHIP ESTABLISHED
City is not a partner, associate, or joint venturer of VERA, or any party associated with VERA. VERA is not an agent of City for any purpose whatsoever. VERA shall not create any obligation or responsibility on behalf of City or bind City in anymanner.
25. AUTHORITY OF DIRECTOR
No action of the Director pursuant to or in implementation of this Lease shall constitute any official action by any other City department or official that may be required by law, ordinance, rule or regulation before VERA may rightfully commence,suspend, enlarge, or terminate any particular undertaking or may obtain or exercise any particular right or privilege under this Lease. Any approval, consent or permission required of the Director by this Lease may be granted, conditioned or withheldby the Director in the exercise of such official's sole discretion.
26. AMENDMENTS
No modification or amendment of the terms hereof shall be effective unless in writing and signed by the authorized representative of each of the parties hereto.
27. NO WAIVER
Nothing other than a written document signed personally by the Director or such official's designee and specifically declaring a City intent to waive a particular breach or Default by VERA shall constitute a waiver of such breach or Default. No suchdocument shall waive VERA's failure to fully comply with any term or condition of this Lease not specifically referenced therein, irrespective of any knowledge any City officer or employee may have of such breach, Default, or noncompliance. No waiverby either party shall be construed to be, or operate as, a waiver of any subsequent Default in full performance of any provision of this Lease. The payment or acceptance of any Rent, other sums due, or other compensation, whether after a Default orfrom a sublessee or assignee, shall not be deemed to constitute consent to or acceptance of such Default or acceptance of defective or incomplete performance in the future.
28. USE OF LANGUAGE
Terms used in the neuter gender include the masculine and feminine; and terms used in the singular or plural include the other, as the context may require.
29. CAPTIONS
The titles of sections or other parts of this Lease are for convenience only and do not define or limit the contents.
30. INVALIDITY OF PARTICULAR PROVISIONS
Should any term, provision, condition, or other portion of this Lease or the application thereof be held to be inoperative, invalid or unenforceable, the remainder of this Lease or the application of such term or provision to person or circ*mstancesother than those to which it is held invalid or unenforceable shall not be affected hereby and shall continue in full force and effect.<--30.GOVERNING LAW &
VENUEThis Lease shall be interpreted and construed using Washington
Law. The venue for any action under this Lease shall be in the
Superior Court of the State of Washington for King County.-->
31. BINDING EFFECT
The provision, covenants, and conditions contained in this Lease apply to bind the parties, their legal heirs, representatives, successors, and assigns.
32. NO BROKER
VERA represents and warrants that there is no claim for any brokerage commission or finder's fee in connection with the execution of this Lease.
33. INSTALLATION OR INTEGRATION OF VISUAL ART WORKS PROHIBITED WITHOUT DIRECTOR'S CONSENT
A. Approval: 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 oras later amended, and to approve or disapprove of each and every agreement regarding any such installation or integration. VERA shall not install on or integrate into, or permit any other person or entity to install on or integrate into, the Premisesany 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 Director's consent to an installation shall not be required under the following three (3) circ*mstances:
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 installedon 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 withoutit* destruction, distortion, mutilation or other modification because of such removal is undeniable; or
2. If VERA delivers to City a waiver appropriately executed by the art work creator, for the benefit of 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 waiverthat satisfies both City and the requirements of 17 U.S.C. section106A(e), as the same now exists or is hereafter modified; or
3. If City 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 mannerspecified by City.
B. Notice: If the creator of any work of visual art installed in the Premises by or for VERA has not executed a waiver, or such creator and City have not executed a consent agreement, each as described herein, VERA shall ensure that, before removingor 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 tosuch notice, and that VERA 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 ofany act or omission of or for VERA or any of its officers, employees, or agents, is filed or lodged against City in its capacity as the Premises owner.
C. VERA's Indemnification of City Against Liability under Visual Artists Rights Act of 1990: In addition to all other indemnity provisions of this Lease, VERA shall protect, defend, and hold 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 (a) the installation or integration of any work of visual art on or into the Premises; (b) the destruction, distortion, mutilation orother modification of the art work that results because of its removal; or (c) any breach of this section; or (d) any violation of the Visual Artists Rights Act of 1990, as now existing or hereafter amended; by VERA or any of its officers, employees oragents. This indemnification obligation shall exist regardless of whether City or any other person employed by City has knowledge of such installation, integration, or removal or has consented to any such action or is not required to give priorconsent to any such action. The indemnification obligation of this subsection shall survive the expiration or earlier termination of this Lease.
34. ACKNOWLEDGEMENT OF NEGOTIATED LEASE; APPLICABLE LAW
The parties to this Lease acknowledge that it is a negotiated lease, that they have had the opportunity to have the Lease reviewed by their respective legal counsel, and that the terms and conditions of this Lease are not to be construed against anyparty on the basis of such party's draftsmanship thereof. This Lease shall be governed by, and construed under the laws of the State of Washington. The venue of any action brought to enforce the terms of this Lease shall be King County SuperiorCourt.
35. EMINENT DOMAIN
A. Total Taking: If there is a Total Taking, this Lease shall terminate as of the date of the taking of physical possession of the Premises. A "Total Taking" shall be defined as when (i) the entire Premises is taken or appropriated under the power ofeminent domain (other than by City of Seattle), or (ii) when less than the entire Premises is taken or appropriated under the power of eminent domain (other than by City of Seattle), but where VERA's use of the Premises is materially interfered with.Upon the date of such taking or transfer, the Term of this Lease shall expire as fully and completely as if such date were the date hereinabove set forth for the end of the Term of this Lease and VERA shall thereupon vacate the Premises, withoutprejudice to any rights and remedies accrued to City under this Lease before such termination and any Rent paid or payable by VERA shall be adjusted as of the date of such termination.
B. Partial Taking: If there is a "Partial Taking," defined as a taking or appropriation under the power of eminent domain (other than by City of Seattle) other than a Total Taking, then the Lease shall continue in full force and effect; provided,however, that City shall proceed as promptly as is practicable to restore the Premises to an architectural unit as nearly comparable as is reasonable to the unit existing just before such taking or transfer to the extent that such restoration can beaccomplished with the available condemnation proceeds, and the Rent shall be abated in the ratio which the part of the floor area of the Premises so taken or transferred, if any, bears to the entire floor area of Premises immediately before such takingor transfer.
C. Condemnation Award: The entire award for the taking under any right of condemnation or eminent domain or any transfer in lieu thereof shall belong to City, and VERA shall not be entitled to any part thereof or entitled to recover damages for theloss of its leasehold estate or other interest in the Premises and hereby assigns to City, subject to the following sentence, all of its right, title and interest in and to any such award. VERA shall have the right, however, to independently claim andrecover from the condemning authority compensation for any loss to which VERA may be put for VERA's relocation assistance, moving expenses or taking of VERA's personal property (not including VERA's leasehold interest); provided, that such damages maybe claimed only if they are awarded separately in the eminent domain proceedings and not out of or as part of the damages recoverable by City.
36. CONSTRUCTION, ALTERATIONS, IMPROVEMENTS AND ADDITIONS.
A. Construction of Initial Improvements: Before occupancy, VERA shall cause the tenant improvements outlined on the attached Exhibit D (the "Initial Improvements"), to be made to the Premises in accordance with the terms and conditions of theConstruction Agreement referred to in Subsection 36.B. Thereafter, VERA shall not undertake any improvements without first obtaining the Director's written permission, which permission may be granted, withheld or conditioned in the Director's solediscretion.
B. Construction Agreement: It is a condition precedent to this Lease becoming effective that the parties shall have executed the Construction Agreement.
C. Improvements to Become City Property: All approved modifications, alterations, additions or improvements shall, at the expiration or earlier termination of the Lease, become the property of City and remain upon and be surrendered with thePremises.
D. Damage: In undertaking any repairs, modifications, alterations, additions or improvements, VERA shall ensure that it and each of its contractors and agents protects from damage or destruction private and public property on or in the vicinity of thePremises that is not scheduled for repair, replacement or removal. Any property that VERA or its contractors or agents damage in the course of any repair, modification, alteration, addition or improvement shall be promptly repaired or replaced atVERA's expense.
37. ENTIRE AGREEMENT.
This instrument, along with the exhibits and attachments hereto, and the Construction Agreement referred to in Subsection 36.B, constitute the entire agreement between City and VERA relative to the Premises. City and VERA agree that all prior orcontemporaneous oral agreements between and among themselves and their agents or representatives relative to the leasing of the Premises are superseded by this Lease.
38. EXHIBITS
The following exhibits are made a part of this Lease:
Exhibit D: Outline of Authorized Tenant Improvements
Exhibit E: VERA Mission Statement
IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year indicated below:
THE VERA PROJECT
CITY OF SEATTLE
By ______________________________
By ______________________________
Virginia Anderson, Director The VERA Project Seattle Center Department
BUSINESS ADDRESSES FOR NOTICES
STATE OF WASHINGTON)
COUNTY OF KING )
On this _______day of ______________________________, 200___, before me, a Notary Public in and for the State of
____________________________, duly commissioned and sworn, personally appeared __________________, to me known to be the Executive Director of THE VERA PROJECT, the entity that executed the foregoing Lease as tenant; and acknowledged to me that he/shesigned the same as THE VERA PROJECT's free and voluntary act and deed, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument for THE VERA PROJECT.
I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgement is the person whose true signature appears on this document.
WITNESS MY HAND AND OFFICIAL SEAL the day and year in this certificate above written.
_____________________________________________________
Signature
_____________________________________________________
(Print or Type Name)
NOTARY PUBLIC in and for the State of Washington,
Residing at___________________________________
My commission expires:________________________
STATE OF WASHINGTON )
COUNTY OF KING )
On this _______day of ______________________________, 200___, before me, a Notary Public in and for the State of
____________________________, duly commissioned and sworn, personally appeared Virginia Anderson, to me known to be the Seattle Center Director for THE CITY OF SEATTLE, the entity that executed the foregoing Lease as lessor; and acknowledged to me thathe/she signed the same as the City's free and voluntary act and deed, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument for the City.
I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgement is the person whose true signature appears on this document.
WITNESS MY HAND AND OFFICIAL SEAL the day and year in this certificate above written.
_____________________________________________________
Signature
_____________________________________________________
(Print or Type Name)
NOTARY PUBLIC in and for the State of Washington,
Residing at___________________________________
My commission expires:________________________
SEATTLE CENTER
VISION STATEMENT
Exhibit A (Premises Floor Plan)
Lease between the City of Seattle and The VERA Project
VERA Mission Statement
VERI ET RECTI AMICI (VERA) TRUE AND SINCERE FRIENDS
The Vera Project fuels personal and community transformation through the
vehicle of popular music shows produced in collaboration with young people
in Seattle.
The Vera Project undertakes its mission through
-Producing dynamic music shows and art programs
-Producing skill-building workshops
-Providing mentoring and participatory learning opportunities
-Working in cooperation with public and private sector parties
SEATTLE CENTER CAMPUS RULES
Seattle Center Vision Statement
We are the nation's best gathering place. Supported by the people of Seattle, we are home to the finest cultural and educational organizations, sports teams, festivals, community programs and entertainment facilities. We exist to delight and inspirethe human spirit in each person and bring us together as a rich and varied community.
A: General Provisions
Seattle Center is a department of the City of Seattle. It is a beautiful 74-acre landscaped campus that includes theaters, arenas, museums, and other public facilities.
Its roots reach back more than 100 years as a site of Native American celebrations. Seattle Center is a reflection of the Northwest itself: the cultural diversity; the commitment to the arts, to the environment, and to education; and the love of sportsand quality entertainment. With over 10 million visitors a year, it is the fourth largest visitor destination in the United States.
B: Purpose
These rules are intended to help provide for the safe enjoyment of all that Seattle Center has to offer. Prohibited and inappropriate behavior on the Seattle Center Campus diminishes these precious assets and deprives citizens of the full use andenjoyment of the natural beauty, recreational opportunities and peaceful repose that the Seattle Center campus provides in the center of an urban setting.
All persons on the Seattle Center campus shall be governed by these rules and regulations and by order and instructions of the Seattle Center Director relative to the use or occupation of any part of the Seattle Center grounds or buildings and shallcomply with written or oral instructions issued by the Director, Seattle Center employees, Seattle Center authorized agents, or Seattle Police to enforce these regulations.
C: Definitions
Unless clearly inconsistent with the context in which used, the following definitions apply:
1. "Adequate leash" means a leash of six (6) feet in length or shorter.
2. "Buildings" means all enclosed or sheltered areas on the campus, including inside buildings, under covered walkways and under building overhangs.
3. "Camp" means to erect a tent or other shelter, or to use sleeping equipment, such as sleeping bags, blankets, cardboard, tarps or similar coverings for the purpose of sleeping.
4. "Campus" means all grounds and all buildings, including gardens, lawns, open spaces, fountains, streets, roads, pathways, parking lots, garages, plazas, and sculptures that comprise the areas under the control of Director of Seattle Center, as shownon Exhibit 'A' attached.
5. "Captive Audience" means any person or group of persons: 1) waiting in line to obtain tickets or food or other goods or services, or to attend any Seattle Center event; 2) attending or being in an audience at any Seattle Center event; or 3) seatedin any seating location where foods or beverages are consumed.
6. "Commercial Activity" means any business activity, profession, trade or occupation requiring a City of Seattle Business License; any activity that is taxable under the City of Seattle's Business and Occupation tax; any activity engaged in with theobject of financial gain, benefit or advantage, directly or indirectly, or any activity, including commercial speech, that proposes or offers an exchange of valuable consideration for goods or services at the time of the proposal or in the future, forconsummation on or off campus. Commercial Activities include but are not limited to vending, food concessions, advertising, promotion, filming, exhibits, commercial photography, placement of telecommunication relay devices or fiber optic devices,airspace use, sub soil rights, and giving away products such as, but not limited to, food, gum, and medicines.
7. "Commercial Speech" means any speech relating to commercial activities.
8. "Director" means the Seattle Center Director or his or her designee.
9. "Exclusion Notice" means that the recipient is no longer invited, licensed, permitted or otherwise privileged to remain on the premises of the campus from which he or she was ordered to leave. The Exclusion Notice shall be in writing and shallcontain the date of issuance. The Exclusion Notice shall specify the length and places of exclusion. The issuing individual shall sign it. Warning of the consequences for failure to comply shall be prominently displayed on the notice.
10. "Grounds" means all outdoor areas of the campus.
11. "License" means a negotiated written agreement with Seattle Center, which authorizes a person or entity to engage in a specific use, or activity on a portion or all of the Seattle Center campus.
12. "Political Speech" means verbal or written communication intended to convey a non-commercial political, religious, and philosophical or other similar message to the public, and includes distributing literature, seeking petition signatures,picketing, demonstrating, or carrying signs.
13. "Seattle Center Campus Rules" means these rules or other rules so entitled and promulgated by the Director.
14. "Speech Activities" includes both political speech and commercial speech. Speech activities does not include activity conducted by City employees or licensed concessionaires.
15. "Street Performer" means a member of the general public who engages in any performing art or the playing of any musical instrument, singing or vocalizing, with or without musical accompaniment, and whose performance is not an official part of anevent sponsored by the Seattle Center or by a Seattle Center licensee.
16. "Street Performer Permit" means a written authorization issued by Seattle Center pursuant to these or other applicable rules to an individual to engage, consistent with these rules and with all applicable laws, in street performances at designatedlocations on the Seattle Center campus.
17. "Violation" means an act or omission or combination thereof that is contrary to any campus rule or any civil or criminal provision of the Revised Code of Washington, the Seattle Municipal Code, or other applicable law.
18. "Weapon" means any firearm or any instrument designed or intended to propel a missile of any kind, or any knife having a blade of three inches or more, or any straight-edge razor, spring stick, metal knuckles, blackjack, bat, club or otherbludgeon-type instrument, or any flailing instrument consisting of two or more rigid parts connected in such a manner as to allow them to swing freely, such as nun chahkas, nunchakus or shurikens, or chains, or whips, or stars, or darts, or stun gun, ortaser, or any disc having at least two points or pointed blades which is designed to be thrown or propelled.
19. "Weapon violation" means possession or use of a weapon in violation of Chapter 9.41 of the Revised Code of Washington, Chapter 12A.14 of the Seattle Municipal Code or other applicable statute or ordinance.
D: Director's Authority Rulemaking Enforcement
The Director shall have the power to enforce these rules. The Director may, in accordance with SMC 17.04.040 of the Administrative Code, adopt, amend and rescind rules in order to manage and control the campus.
E: Licenses
The following activities require a license. Engaging in any activity requiring a license without a valid license is a violation of these rules. Licenses shall not be required for participants in Seattle Center produced or financially sponsoredprograms, or for activities conducted under a lease or other contract with Seattle Center.
1. Conducting any Commercial Activity on the grounds or in any buildings.
2. Other activities that constitute an exercise of dominion or control over a portion of the Seattle Center campus, thereby limiting the general public's ability to use that area of the campus.
3. Use of the Seattle Center name or logo or any of the Seattle Center's images, exclusive representations, copyrighted or proprietary material, for commercial purposes.
4. Posting any signs, posters, banners, notices, or A frames; placing or erecting any structure or obstruction of any kind within the campus, whether temporary or permanent.
5. Making any improvement to or on the campus or construction of a public work, or placement of visual art.
6. Using any outdoor electrical power outlet or indoor electrical power outlet for use outside; or laying cables or extending wires on the campus.
7. Festivals, programs and other events.
8. Use and/or occupancy of all or a portion of any facility, room or part or all of the campus; and constituting the exclusive use therefore.
9. The Use of sound or voice amplification equipment on the campus.
10. The placement of tables, stands, or other structures on the campus.
11. Storage of placards, boxes or supplies on the campus.
12. Posting of signs, posters, literature, notices or similar on the campus.
13. The use of any flammable liquids.
a. Terms and conditions of Licenses
The Director may condition a License or impose such terms and conditions as appropriate to protect the health, safety and welfare of the public and/or the campus; to protect property; to avoid or limit unnecessary interference with other uses or usersof the campus; to minimize disturbance of the surrounding neighborhood; and to require the user to leave the area under License in a condition after the activity or event as it was beforehand. For this purpose, the Director may require the user tofurnish public liability and property damage insurance, naming the City of Seattle as an additional insured, in such amounts as reasonably necessary to provide recompense for personal injury or death or property damage to a member of the public as aresult of the event or activity and/or make a reasonable security and damage deposit, or provide a bond. The Director shall have full discretion as to the terms of the License, and shall have the authority to immediately suspend or terminate suchwithout prior notice upon violation of applicable law, a Seattle Center Campus Rule, or any term or condition of the license.
The Director has the authority to suspend a License during activities or events that have been granted exclusive use rights to the campus or any portion of the campus. Exclusive use activities and events can include festivals, Seattle Centerprogramming, Seattle Center sponsored or co-sponsored events, or exclusive licensed activities.
All Licenses shall be wholly of a temporary nature, shall vest no permanent right, and may be revoked for convenience upon seven (7) days' notice or, if the License so states, upon shorter notice.
b. License Fees
The Director is authorized to charge fees for licensed activities. Fees can be based solely upon or in combination with a percentage of gross sales, a one-time flat fee, a fee per each instance the licensed activity is exercised, the recovery of SeattleCenter costs associated with the License issuance and authorized activities. Issuance of a License shall also be subject to payment of fees, taxes or charges as required by ordinance or authorized by resolution of the Seattle City Council, or pursuantto King County or State of Washington requirements, or all applicable laws.
c. Refund of deposits and fees
The Director is authorized to refund fees, on a prorated basis, upon cancellation of a License and to return all or any portion of any security and damage deposit when no longer needed or after costs that may be charged against the License have beenpaid.
F: Street Performers
The following rules govern performances by individual Street Performers on Seattle Center campus including, but not limited to, musicians, mimes, jugglers and balloon artists:
1. Individual Street Performer Permit Application Process
Applications shall be made in writing upon a form prescribed by the Director that may require all information reasonably necessary to identify the applicant and to allow assignment of designated locations for performances on the Seattle Centercampus.
A Street Performer Permit is issued upon Director's satisfaction that the information set forth in the application is true, the applicant has executed a statement stating that he or she will comply with applicable law and all provisions of the SeattleCenter rules, and has paid the applicable application fee. The Permit shall be subject to suspension or revocation for material change in the matters set forth in the application, for violation of any Seattle Center rule or regulation, or for violationof any applicable law. A reasonable application fee, related to administrative costs, may be charged.
Permits, when issued, shall be evidenced by a badge that shall be worn or displayed by the performer in plain view at all times during a performance. An applicant must be 18 years of age or older to obtain a Permit. Applicants under the age of 18 musthave a parent or guardian who is 18 years of age or older co-sign their application.
2. Terms and Conditions of Permits
The Director may condition the Street Performer Permit or impose such terms and conditions as appropriate to protect the health, safety and welfare of the public and/or the campus; to protect property; to avoid or limit unnecessary interference withother uses or users of
the campus; to minimize disturbance of the surrounding neighborhood; and to require the user to leave the area under Permit in the same condition after the activity or event as it was beforehand. For this purpose, the Director may require the user to:furnish public liability and property damage insurance, naming the City of Seattle as an additional insured, in such amounts as reasonably necessary to provide recompense for personal injury or death or property damage to a member of the public as aresult of the event or activity; make a reasonable security and damage deposit; or provide a bond. The Director shall have full discretion as to the term of the Permit, and shall have the authority to immediately suspend or revoke such without priornotice upon violation of applicable law, a Seattle Center rule, including these Seattle Center Campus Rules, or any term or condition of the Permit.
All Permits shall be wholly of a temporary nature, shall vest no permanent right, and may be revoked for convenience upon seven (7) days' notice or, if the Permit so states, upon shorter notice.
All Street Performer Permits shall be issued only to individuals who have satisfied the requirements of the Permit application process. Street Performer Permits will not be issued to organizations, groups of people, companies or bands, and arenon-transferable.
Permits shall be valid for a calendar year in which the Permit is issued unless suspended or revoked by the Director as provided herein. A performer shall be entitled to only one Permit, which shall not be transferable.
The Director shall have the authority to immediately suspend a Permit during activities or events that have been granted exclusive use rights to the campus or any portion of the campus. Exclusive use activities and events can include festivals, SeattleCenter programming, Seattle Center sponsored or co-sponsored events, or exclusive Licensed activities.
3. Donations and Volume
a. Passive Solicitation of Donations Only
Donations for performances may be accepted passively in an instrument case or other receptacle provided for that purpose by the performer. The receptacle may include a written sign that informs the public that such donations are sought. No performershall actively solicit donations, for example by live or recorded word of mouth, gesture, mechanical devices, or second parties.
b. Performers shall immediately comply with requests of the Director to moderate the volume of their performance to a level appropriate to the surroundings.
4. Performance Times
Performers may perform on the Seattle Center campus only between the hours of 11:00 a.m. and 10:00 p.m. unless specifically authorized otherwise by the Director.
Specific performance times will not be assigned to a performer by the Center. Performance locations are available on a first come first served basis and performers must be present in person to establish himself or herself at a location. If theperformer abandons the location, for any reason, the location may be utilized by another performer. Locations may not be "saved" or "reserved". Performers are expected to comply with these rules as a condition of their Permit.
A performer may be required to end a performance at any time if, in the estimation of the Director, a continuing performance violates these rules and regulations or constitutes a hazard to public safety (for example due to crowding, non-compliance ofthe Fire Code or blocking of access so as to hinder or obstruct pedestrians or vehicles).
It is the Center's intent that these rules be self-enforcing and that musicians police each other to achieve compliance and that musicians respect the requests of residents, visitors, and other users of the Campus.
5. Performance Locations
Performers may perform only at designated locations on the Seattle Center grounds, as specified in the permit application. A colored stencil will mark all performance locations with a number inside, unless otherwise noted below, designating the maximumnumber of performers whom may perform at that location. The maximum number of individual performers in any location is limited to the corresponding
number stenciled within the location circle, as described in the permit application unless expressly authorized by the Director. The Director may relocate performers or require a reduction in the number of performers if, in the determination of theDirector, the performance: significantly interferes with verbal communication at the nearest event or place of business; interferes with vehicular movement; aggravates foot traffic congestion in common areas at or near a performance location; orotherwise interferes with the public's ability to use the Center or facilities. Most locations will be designated as "Quiet" performance locations; percussion and brass instruments will be prohibited at these locations. Amplification is prohibited atall locations.
Upon special written request by a performer, the Director may approve an increase above the number of people designated at a specific location. Such approval may be granted under special conditions that place specific limits on the time(s) ofperformances and/or location of performances by extraordinary group sizes or other considerations. Performers operating under such special conditions must have the Director's written authorization on their person when performing.
A map of the performance locations will be provided with the permit application.
6. Prohibition on Commercial Activity under Street Performer Permit
Use of a street performer location for Commercial Activity is expressly prohibited. Commercial vending of products is not considered a "performance" and, as such, vendors do not qualify as "performers" under these rules and regulations.
Performers may receive donations. However, performers are prohibited from active solicitation of donations and from active sale of any product, including products associated with the performance.
7. Standards of Conduct
a. No performer shall treat any person or animal in a manner that is aggressive, menacing, vulgar, profane or abusive.
b. Children are permitted to accompany performers as long as they do not create a nuisance or disturbance to others, or otherwise interfere with the public's ability to use the Center or its facilities.
c. Trading, selling, or transferring performer Permits is prohibited and may result in the immediate revocation of a permit.
d. Drinking of alcoholic beverages or use of any controlled substance, or performing while intoxicated or under the influence of any controlled substance is prohibited.
8. Sale of Recordings
Active selling of recordings or other products is prohibited. Performers may receive donations. However, performers are prohibited from active solicitation of donations and from active sale of any product, including products associated with theperformance. Performers may passively make recordings available for a suggested donation.
G: Speech Activities
1. Speech Activities on the Grounds Which Require No License
The following speech activities are allowed on the grounds, but not in buildings, and require no license or advance notice to Seattle Center:
a. Leafleting and gathering signatures.
No permit is required to distribute leaflets or gather signatures on the Grounds so long as no table or other structure is placed on the Grounds. Leafleting and signature gathering within (30) feet of a captive audience or building entrance isprohibited. Leafleting and signature gathering are also prohibited inside Seattle Center buildings, except as otherwise provided in a license or other agreement.
b. Carrying Signs
The carrying of signs or placards is allowed on the grounds so long as it is done in a manner consistent with these rules and all applicable laws.
2. Speech Activities on the Grounds which require a License.
a. Gatherings, Demonstrations and Meetings A gathering on the grounds that is reasonably anticipated to exceed one hundred (100) people requires prior notice to Seattle Center and a license. The Center will attempt to find an appropriate location onthe grounds, based on the size of the anticipated gathering.
b. The use of sound or voice amplifying apparatus in a building or on the grounds is prohibited without a Seattle Center License.
c. Tables, stands, or other structures shall not be used or placed upon the Seattle Center Grounds or within any building without a license.
d. There shall be no storage of signs, placards, boxes, or supplies on the Grounds or within any building without a license.
e. There shall be no posting of signs, literature, notices, stickers or the like on the Seattle Center Campus without a Seattle Center License.
3. The following activities are prohibited in Seattle Center buildings unless expressly authorized by the Director in a license, lease, or other agreement:
Performing, picketing, demonstrating, displaying signs, leafleting, gathering signatures, or actively soliciting donations.
4. Speech Activities Generally Locations
Unless conducted pursuant to a Seattle Center License or other agreement speech activities are prohibited: in those portions of the Seattle Center not open to the general public for common use; within thirty (30) feet of any captive audience; or withinthirty (30) feet of any building entrance; or within thirty (30) feet of any person engaged in any scheduled event that is sponsored or co-sponsored by Seattle Center. No person shall engage in speech activities in such a way as to interfere with orhinder pedestrian or vehicular traffic flows.
5. Applicability of Speech Rules to Major Events
a. Gated Events and Rooms or Buildings Reserved for Exclusive Use: Inside the reserved or gated areas, whether grounds, buildings, or both, the Event organizers may control speech activities, both commercial and political, and all commercialactivities. Individuals who wish to engage in commercial activities, or commercial or speech activities inside the gated areas should contact the event organizers for permission.
b. Ungated Events: The Event organizers may, under the terms of the applicable event agreement, control commercial activities and commercial speech inside the event area. However, these rules regarding political speech activities apply both outsideand inside the event area.
H: Property Regulations
No-Trespassing Areas Removal or Destruction of Property Structure or Obstructions
1. It is prohibited for any person except a duly authorized Seattle Center employee or agent or other person duly authorized pursuant to law, to enter or go upon any area which has been designated and posted by the Director as "no admittance" "notrespassing", "not open to the public", or other similarly designated area.
2. It is prohibited for any person except a duly authorized Seattle Center employee or agent or other person duly authorized pursuant to law, to remove, destroy, damage, mutilate or deface any structure, lawn, monument, statue, vase, fountain, wall,fence, railing, vehicle, bench, shrub, tree, geological formation, plant, flower, lighting system, sprinkling system, gate, barricade or lock or other property lawfully on the campus, or to remove sand, soil, plant materials, or sod on the campus.
3. It is prohibited for any person other than a duly authorized employee or agent of the Seattle Center to place or erect on the campus a structure or obstruction of any kind without a License from the Director.
4. The Seattle Center Campus is officially open from 7:00 A.M. to Midnight daily. (by Ordinance 92792)
I: Prohibited Acts
1. Animals on campus are prohibited.
a. Exceptions:
1. American with Disabilities Act (ADA) service animals, defined as an animal that is individually trained to assist an individual with a disability.
2. Animals on adequate leashes and under the control of an individual physically able to restrain the animal.
3. Horses or dogs used by public law enforcement agencies and under the control of a law enforcement officer.
4. Animals that are part of a Seattle Center licensed or sponsored activity.
b. Adequate leash required. Any person with an animal in his or her possession must keep the animal on an adequate leash while on campus and shall be responsible and liable for the conduct of the animal, shall carry equipment for removing feces, andshall place feces deposited by such animal in an appropriate receptacle.
c. Major events. For the safety of both patrons and animals, the Director may prohibit all animals, except ADA service animals from campus during high traffic events such as, but not restricted to,
festivals.
4. Animals prohibited in buildings and designated areas
It is prohibited for anyone except those individuals with ADA service animals, public law enforcement officers, authorized City employees in the performance of their duties, or Seattle Center authorized licensees to bring any animal into any SeattleCenter building or other areas designated by the Director and so posted, or to allow or permit any animal under his control to enter such facilities.
B. Weapons
It is prohibited to:
1. Sell, manufacture, purchase, possess or carry any blackjack, sand-club, metal knuckles, switchblade knife, chako sticks, or throwing stars; or
2. Carry concealed or unconcealed on his or her person any dangerous knife unless used as a tool for work by Seattle Center employees or their authorized agents, or carry concealed on his or her person any weapon. Seattle Center employees aresubject to the Seattle Center Employees Firearm Policy.
3. Possess a firearm on the campus, except that such restriction shall not apply to any pistol in the possession of a person licensed under RCW 9.41.070 or exempt from the licensing requirement by RCW 9.41.060.
C. Contraband in Seattle Center facilities
The following items are prohibited on the Seattle Center campus: illegal drugs, weapons, explosive devices, spray paint, lasers.
The Director may, by posting notice, prohibit the following items from being brought into a Seattle Center building or to a particular event: alcoholic beverages, cameras, recording devices, bundles, packages, coats, blankets, shawls not being worn,umbrellas, mace, pepper spray, and containers or cases (as defined as, but not limited to, pocketbooks, purses, bags, ice chests, backpacks, cans, bottles, or binocular cases).
D. Urinating or defecating prohibited except in restrooms.
Urinating or defecating on the campus, except in facilities specifically provided for the purpose, is prohibited.
E. Stickers.
It is prohibited to distribute stickers on the Seattle Center campus without the expressed authorization of the Director. It is prohibited to adhere stickers to any building, structure, or other surface on the Seattle Center campus.
F. Wheeled devices.
The use on the campus of all wheeled devices, such as bicycles, skateboards, rollarskates, inline skates, and scooters, is prohibited, except for:
1. wheeled equipment used by disabled individuals to be ambulatory,
2. children's strollers, or
3. wheeled devices such as bikes, skateboards, rollarskates, inline skates, scooters, may be used only for transportation across the campus.
4. other uses expressly authorized by the Director.
Operation of any wheeled device in a dangerous manner or in a manner that could damage property is prohibited.
G. No Wheeled Equipment in the International Fountain.
With the exception of wheeled equipment used in order to be ambulatory and strollers, all wheeled devices are prohibited from entering the International Fountain.
H. Vehicular access.
Vehicular access onto the Seattle Center campus is prohibited.
1. Exceptions:
a. In designated parking areas
b. Authorized by a unload/load pass
c. Supply deliveries to organizations and businesses on campus shall be authorized to access the campus between the hours of 6:00 a.m. and 11:00 a.m. Monday through Friday and between 9:00 a.m. and 11 a.m. Saturday and Sunday.
d. Otherwise specifically authorized by the Director
2. Use of driveways and boulevards Speed limit.
It is prohibited to ride, or drive any vehicle over or through the campus at a speed in excess of the posted speed limit, or in excess of ten (10) miles per hour where no speed limit is posted.
3. Areas closed to general vehicular access.
Except as authorized by the Director, it is prohibited to drive, operate or park a motor vehicle in an area which is designated as being closed to general vehicular traffic access, including all landscaped areas such as turf areas, shrub areas,decorative plazas; on any pedestrian walkway; and in all other areas not specifically authorized for vehicular traffic.
I. Liquor offenses
It is prohibited on the campus to consume, or to possess liquor, as defined in SMC Section 12A.24.010 C, or other applicable law, except as authorized by a Seattle Center License or other agreement and a Permit issued by the Washington State LiquorControl Board or its successor.
J. Littering Trash
It is prohibited to throw or deposit any refuse or other material on the campus, except in designated receptacles. It is also prohibited for any person(s) to dig in, rummage in, in anyway disturb trash in any receptacle.
K. Smoking
Smoking is prohibited in all Seattle Center buildings.
L. Motorized models
It is prohibited to operate any motorized model aircraft; dirigible, vehicle or motorized model watercraft on the campus, unless expressly authorized by the Director.
M. Fires
It is prohibited to ignite or maintain any fire or to participate in igniting, maintaining or using any fire on any portion of Seattle Center Campus unless expressly authorized by the Director.
N. Camping
It is prohibited to camp on any portion of the Seattle Center Campus unless expressly authorized by the Director.
O. Violations of These Rules or of other Applicable Law.
A violation of these rules or of other applicable laws may, in addition to any applicable civil or criminal penalties, result in the revocation of a person's permission to remain on the Seattle Center campus.
J: Campus Exclusion
The Director or his or her designee may, by delivering an Exclusion Notice to the offender, exclude from the Seattle Center Campus for a period not to exceed five (5) days anyone who violates any provision of these rules or any other applicable SeattleCenter rules; anyone who violates any provision of the Seattle Municipal Code, the Revised Code of Washington, or other applicable law.
* The individual need not be charged, tried, or convicted of any crime or infraction in order for an Exclusion Notice to be issued or effective. The Exclusion may be based upon activities observed by the Director or a Seattle Center employee, or uponthe sort of civilian reports that would ordinarily be relied upon by police officers in the determination of probable cause.
* Upon such Notice being given, the recipient shall no longer be invited, licensed or otherwise privileged to remain on the campus.
K: Trespass on Campus
Criminal Trespass on Campus shall include:
1. Any person who knowingly:
a. Enters or remains on the campus without permission or from which he or she has been excluded during the period covered by an Exclusion Notice pursuant to these rules;
b. Enters, remains in, or is otherwise present within the premises of the campus during hours within which the campus is not open to the public, or within an area not open to the public, unless the person is present within the campus to participate inan activity either conducted by the Seattle Center or conducted pursuant to the terms of a License or Permit issued by the Seattle Center.
L: Discrimination prohibited
1. It is the policy of the City of Seattle, in the exercise of its police powers for the protection of the public health, safety and general welfare, and for the maintenance of peace and good government, to assure equal opportunity for full enjoymentand use of Seattle Center facilities to all persons, free from restrictions because of race, color, sex, marital status, sexual orientation, gender identity, political ideology, age, creed, religion, ancestry, national origin or the presence of anysensory, mental or physical handicap.
2. It is prohibited for any person occupying or using the campus for any event, activity or exhibition open to the public, whether or not under a License or Permit and whether or not an admission or entrance fee is charged, to deny to any other personthe full use and enjoyment of such event, activity, or exhibition because of race, creed, color, sex, marital status, sexual orientation, gender identity, political ideology, age, religion, ancestry, national origin or the presence of any sensory,mental or physical handicap.
APPROVED:
Virginia Anderson
Director, Seattle Center
5/31/02
Date
Exhibit D
Exhibit D
VERA Mission Statement
VERI ET RECTI AMICI (VERA) TRUE AND SINCERE FRIENDS
The Vera Project fuels personal and community transformation through the
vehicle of popular music shows produced in collaboration with young people
in Seattle.
The Vera Project undertakes its mission through
-Producing dynamic music shows and art programs
-Producing skill-building workshops
-Providing mentoring and participatory learning opportunities
-Working in cooperation with public and private sector parties
