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HomeMy WebLinkAboutContractPage 1 of 18 Meadow Crest Playground MOU MEMORANDUM OF UNDERSTANDING AND LICENSE FOR USE OF MEADOW CREST PLAYGROUND City of Renton, Renton School District and Bezos Academy THIS MEMORANDUM OF UNDERSTANDING AND LICENSE FOR USE ("MOU") is entered into this _____ day of _______, 2022 (the "Effective Date") by and between the CITY OF RENTON (hereinafter "City” or “Renton”), a Washington municipal corporation, the Renton School District No. 403, a municipal corporation of the State of Washington (hereinafter "District"), and DAY 1 ACADE MIES, dba Bezos Academy, a Delaware nonprofit nonstock corporation (hereinafter “Bezos Academy”) for the purpose of licensing Bezos Academy for certain use of the MEADOW CREST PLAYGROUND. City, District and Bezos Academy are collectively referred to as “Parties.” WHEREAS, the City owns real property in the Renton Highlands which is commonly known as the North Highlands Park and Neighborhood Center, with a street address of 3000 NE 16 th Street, Renton, Washington (the “City Property”); WHEREAS, the District owns real property in the Renton Highlands which is presently known as the Meadow Crest Early Learning Center, with a street address of 1800 Index Avenue NE, Renton, Washington (the “District Property”); WHEREAS, the City and District entered into the MEADOW CREST PLAYGROUND AGREEMENT dated April 12, 2013 (CAG-13-072) (the “ILA”), for the joint construction and operation of MEADOW CREST PLAYGROUND which is located on a portion of the City Property and a portion of the District Property and is depicted in Exhibit A attached hereto and incorporated herein by this reference and includes playground facilities (the “Playground”), restroom facilities, associated walkways and grassy areas, and other improvements (collectively, the “Premises”); WHEREAS, the City and Bezos Academy entered into a Lease Agreement on or about June 15, 2021 (LAG-21-005) (as amended from time to time, the “Lease”) for use of portions of the North Highlands Neighborhood Center (the “Neighborhood Center”) located on the City Property for the purpose of renovating the Neighborhood Center and providing tuition -free preschool to underserved members of the City’s community; WHEREAS, the Parties wish to enter into this MOU to license to Bezos Academy certain use of the Premises and to provide for related right and obligations related to such license ; and WHEREAS, this MOU is expressly intended to be separate and independent from the ILA and the Lease except as otherwise expressly stated herein or within the Lease. Specifically, in certain circumstances, sections of the ILA may be referenced for clarity or convenience of the Parties; however, for the avoidance of doubt, Bezos Academy is not a party to the ILA and has no rights or obligations under the ILA. All rights and obligations of Bezos Academy with respect to the CAG-22-402 21st December Page 2 of 18 Meadow Crest Playground MOU Premises are identified in this MOU and shall not be interpreted to create a violation of the ILA by either the City or the District. In consideration of the covenants and agreements set forth in this MOU, the Parties hereby incorporate the recitals set forth above and agree as follows: 1.GRANT OF USE OF THE PREMISES AND ACCESS The City, as to the portion of the Premises on the City Property, and the District, as to the portion of the Premises on the District Property, and together pursuant to the mutual rights and obligations pursuant to the ILA, grant to Bezos Academy a license to use the Premises on the following terms and conditions. 1.1 Playground Use and Access; Scheduling (Reference: Section 10 of the ILA) 1.1.1 Access. The City and the District agree to permit Bezos Academy access to the Premises, subject to the terms and conditions of this MOU, and agree that the Premises is primarily for the benefit of the District’s students and the general public for the purpose of encouraging and providing an accessible playground. 1.1.2 Playground Schedule and Access. To accommodate Bezos Academy use and to avoid scheduling conflicts the Parties agree on the following schedule, which will remain in effect through July 31, 2023 and thereafter may be subject to adjustment as provided in Section 1.1.2.4 and 1.1.2.5 of this MOU: 1.1.2.1 On Saturdays, Sundays, state or federal holidays on which both the District and Bezos Academy are closed, the Premises will be open to the general public at hours determined by the City. On these days City personnel or agents will unlock both access gates and the restroom facility in the morning and lock both access gates and the restroom facility in the evening. A calendar identifying dates the Bezos Academy and District facilities are closed through July 31, 2023, is attached as Exhibit B. This calendar will be updated annually. 1.1.2.2 Monday through Friday during the District’s summer break, and Monday through Friday during any District school breaks and District school holidays, if Bezos Academy is open, Bezos Academy students will have exclusive access to the Premises from 8:00 AM through 10:30 AM, and the Premises will be open to the general public from 10:30 AM - close. On non-school days, the City retains discretion to provide additional periods of exclusive use to Bezos Page 3 of 18 Meadow Crest Playground MOU Academy and/or agree with the Bezos Academy’s to revise its time for exclusive use. 1.1.2.3 During all other periods from the commencement of the Term and through July 31, 2023, the schedule for exclusive access is as follows: Monday – Thursday Bezos Academy 8:00 AM – 9:30 AM District 9:30 AM - 12:30 PM Bezos Academy 12:30 PM - 1:15 PM District 1:15 PM – 4:00 PM Bezos Academy 4:00 PM – 4:30 PM General public access 4:30 PM – close Friday Bezos Academy 8:00 AM –10:30 AM General public access 10:30 AM – close 1.1.2.4 For all periods within the Term but after July 31, 2023, the City and the District shall annually, no later than May 1st of each year, provide Bezos Academy with a schedule of use, consistent with the terms below, which schedule shall govern the next twelve months of use commencing as of August 1 of each year (the “Annual Schedule”). Subject to the District’s and City’s Unilateral Schedule Change Right set forth in Section 1.1.2.5 below, the District and City will identify no less than 90 minutes per day Monday through Friday between 8:00AM and 4:00PM for Bezos Academy use of the Premises. 1.1.2.5Bezos Academy acknowledges that the District and City are constrained in their ability to grant exclusive access to the Playground to Bezos Academy based on their operational needs, legal and contractual requirements, and that the City and District may therefore require a scheduling adjustments to the Annual Schedule. Such out of cycle adjustment shall be known as the District’s and City’s “Unilateral Schedule Change Right.” In implementing any Unilateral Schedule Change Right the District and City shall acknowledge Bezos Academy’s preschool’s Page 4 of 18 Meadow Crest Playground MOU educational, community, and licensing needs and shall only implement such right subject to the following procedures: the District and/or City will notify Bezos Academy no later than May 1 each year of the times that are available for Bezos Academy students to access the Playground. Once established each year, specific times provided to Bezos Academy for playground usage each year will not be changed unless: The District and/or City shall first send Bezos Academy a written notice as provided in Section 4 indicating that a potential exercise of the Unilateral Schedule Change Right may occur. Thereafter, the District and/or City shall then approach Bezos Academy personnel to discuss the District’s or City’s need for a revision of the Bezos Academy exclusive access period and determine whether an alternative mutual agreement regarding a changed schedule can be reached. If a mutual agreement between Bezos Academy and the District and/or the City is reached, Bezos Academy and the Party modifying their time will notify the other party in writing and the Bezos Academy exclusive access will be changed as set forth therein, with a stated effective date. Neither Bezos Academy, the City nor the District may change time designated for the City’s or District’s use without written approval of the impacted party. If Bezos Academy and the party exercising a Unilateral Schedule Change Right cannot reach agreement, the exercising Party may unilaterally alter the Bezos Academy exclusive use schedule by written notice to Bezos Academy and the other party. In exercising the Unilateral Schedule Change Right, the District and City shall (1) preserve the need by Bezos Academy for a minimum of 90 minutes of use per day Monday through Friday during the hours of 8 AM to 4 PM; and (2) use good faith efforts to best accommodate Bezos Academy needs as expressed during the Parties’ discussions hereunder. For purposes of clarity and avoidance of doubt, Bezos Academy expressly acknowledges that the procedures in this Section 1.1.2.5 apply only to the District’s and City’s Unilateral Schedule Change Right and specifically not to the District’s and City’s setting of the Annual Schedule. Page 5 of 18 Meadow Crest Playground MOU 1.1.2.6 Bezos Academy may also unilaterally relinquish one or more of its exclusive access periods by providing at least thirty (30) days’ written notice to the other Parties hereto of the dates and times of the relinquished access. Any relinquished times will be considered permanently released by Bezos Academy and neither the District nor the City shall be obligated to return the released time in any subsequent Annual Schedule. The relinquished time will be allocated to either the City or the District as otherwise provided in the ILA and the schedule set forth in 1.1.2.1 through 1.1.2.3 will be deemed amended accordingly. 1.1.2.7The Parties acknowledge that facilitating the various uses of the Premises by the Parties will take ongoing collaboration, communication, and partnership. To that end, the Parties agree to meet not less than annually, or if requested by any other party quarterly, to discuss issues that have arisen regarding this MOU and to assess whether the Parties’ rights and obligations with respect to the Premises should be adjusted to better meet the collective needs of the Parties. 1.1.3 For purposes of this MOU, a party has “control” over the Premises when it or its students have exclusive access to the Premises by the terms of this MOU, except that the City has “control” over the Premises when the general public has access of the Premises, when a third-party user other than Bezos Academy is scheduled for the Premises by the City, or when the Premises are closed. 1.1.4 Where a party has control at the start of the day (8:00 AM), that Party will be responsible for unlocking the gate and the restroom facility. Where a party has control ending at the close of the day (which generally occurs at Dusk unless otherwise provided pursuant to Section 1.1.5 or applicable City park rules), that party will be responsible for locking the gate and restroom facility. If the close of the day is moved earlier by operation of Section 1.1.5, the party with control at the new close of the day will be responsible for locking the gate and restroom facility. (For example, if per Section 1.1.5 the Parties mutually agree the Premises will close at 4:30 PM for a particular day, and Bezos Academy has control through 4:30 PM on that day, Bezos Academy will lock the gate and restroom facility.) 1.1.5 If the City determines that there is a day or time period during which there is not a reasonable period of time for third-party user access or public access after the District’s and Bezos Academy’s schedule d use, the City will provide Bezos Academy or last scheduled user with at least Page 6 of 18 Meadow Crest Playground MOU twenty four hours’ prior written notice that the playground will close after their scheduled use and the last scheduled user will lock the gate and restroom facility after its scheduled use . 1.1.6 To provide notice during times of its exclusive use of the Premises, Bezos Academy may place a sandwich board or similar temporary cover over existing City signage addressing hours of use at the Premises. Bezos Academy may only place such temporary signage over the City sign during Bezos Academy use periods and Bezos Academy must remove the temporary signage immediately following the end of such period. If Bezos Academy Signage covers the City’s signage, it should specify the time the Premises is scheduled to reopen to use by the general public. 1.2 Maintenance and Repair of Playground (Reference: Section 12 of the ILA) 1.2.1 Where a party has control of the Playground at the start of the day, that party’s personnel shall begin the morning by walking the Premises, picking up and/or removing litter, performing a visual safety check of the Playground, the Playground equipment, and the restroom, to informally view whether anything is visibly damaged, broken or vandalized, and to ensure that the bathroom is appropriately stocked with paper products, and is in clean and operable condition. The District and Bezos Academy shall also be responsible during their respective use times for ensuring that there are no dangerous or foreign objects in or on the Playground, its equipment, or in the restroom. Notwithstanding the foregoing, failure by a party to notice or observe visual damage or hazardous conditions, whether latent or otherwise, during such visual review of the Premises, does not make the party liable to any other party or any other person whatsoever, nor does such review constitute a representation, warranty, or certification to any other Party or person regarding the safety, suitability, or condition of the Premises. Any such inspection is for the purposes of relaying noticeable maintenance or repair needs to the City. If Bezos Academy or the District observes, during its visual review of the Premises, that a condition exists requiring the attention of the City, such party will promptly notify the City. 1.2.2 The City is responsible for the following: 1.2.2.1 City personnel shall perform routine Playground, play equipment, and Playground restroom facility maintenance for the duration of this MOU. Page 7 of 18 Meadow Crest Playground MOU 1.2.2.2 City shall perform Playground safety inspections at reasonable intervals determined by City and consistent with U.S. Consumer Product Safety Commission (CPSC) guidelines and ASTM (American Society for Testing and Materials ) standards applicable to playground maintenance and applicable law. 1.2.3 Notwithstanding other terms herein, any party hereto may request the City perform such further inspections of the Premises in order to evaluate the condition and safety of the Premises. If performed, payment for such inspections shall be addressed through cost sharing agreements between the District and City in the ILA. If a party shall discover a condition or conditions on the Premises that it determines to be defective or unsafe, such party shall post specific warnings identifying the danger or the hazardous condition, and take such further steps as it deems necessary to mitigate such condition or conditions. If the party discovering such condition or conditions determines, in its sole judgment, that it is necessary to close the playground, the Parties authorize such closure and such further actions as may be necessary to prevent access to the Premises or a portion thereof. In all cases, the party that discovers any defective or unsafe conditions shall promptly notify the other Parties thereof and any and all repairs necessary to restore the Premises shall be coordinated and/or performed by the City. Any portion of the Premises closed due to defective equipment or hazardous conditions shall remain closed until such portion of the Premises is safe to reopen for use. Nothing in this MOU shall be construed to require the City or District to replace, repair, or reopen equipment that is defective or hazardous. The timing and extent of performance of repairs and replacements are subject to availability of funds and materials and the City’s and District’s regular capital facilities budgeting and planning processes. 1.3 Consideration for Use of Premises. Commencing on the date Bezos Academy’s school opens to students, Bezos Academy shall pay to the District and the City each a monthly fee for use of the Premises in recognition of its exclusive use of the Premises, the District and City funded improvements thereon, and the District and City maintaining responsibility for maintenance of the Premises. The fees (which will be pro-rated for partial months if applicable) are as follows: 1.3.1 City Fee. The monthly fee to the City shall be $100. 1.3.2 School District Fees. The monthly fee to the District will equal the sum total of the following: Page 8 of 18 Meadow Crest Playground MOU (1)A per hour basis for use of the Playground using the current fee schedule adopted as a part of the District’s then-current Facility Rental Handbook & Fee Schedule, which is currently available at this URL: https://resources.finalsite.net/images/v1661442420/rentonschoolsus/mwoc8v9 haijh7em1syqp/facility-rental-fee-schedule.pdf (the “Facilities Handbook”). The District’s hourly charges will be limited to Bezos Academy’s exclusive use times in the Annual Schedule that fall between 9:30 AM – 4:30 PM, Monday – Thursday on days the School District is in session (which are the times the District is currently authorized to exclusively use the Premises under the ILA). (2)A $25.00 per month fee for use of the non-Playground portion of the Premises including the restroom facilities, with such fee adjusted annually by the IPD inflation rate for Washington state. The District’s fees in Section 1.3.2(1) are subject to the following additional provisions: (A)Bezos Academy will be recognized as a Level 3 – Out of District Nonprofit user unless Bezos Academy is able to demonstrate that 50% or more of its student body resides within the Renton School District’s existing boundaries, currently available at this URL: https://www.google.com/maps/d/u/0/viewer?mid=1yNOUMuMme3JKn - XOAUDIZczCHgiucHMu&ll=47.49825864657438%2C- 122.16463002668127&z=12 In such case, the District will recognize Bezos Academy as a Level 2 – In- District Nonprofit user for purposes of the monthly fee schedule applicable to the Bezos Academy use. For purposes of demonstrating Level 2 user group status, Bezos Academy may provide the District with written certification of student addresses (without identifying information) in January and July of each year, and within ten (10) days of any request made by the District. For purposes of explanation only, the certification provided in January will establish the Level 2 user status through the following July unless an intervening report provided upon request of the District demonstrates otherwise. Bezos Academy is not required to provide student names as part of the demonstration required under this paragraph and it may take reasonable steps to protect student address information, such as stating partial instead of full addresses (for example, “2XXX 43 rd Street, Unit XX, Renton, WA” instead of “2143 43rd Street, Unit 12, Renton, WA”). Page 9 of 18 Meadow Crest Playground MOU (B)The District will provide backup documentation (e.g., Excel spreadsheet or other calculation) showing how it determined the fee with each monthly invoice. (C)Unless a separate schedule is agreed to in writing with Bezos a nd the City and/or District, the District and City will commence billing of the monthly fee at the Bezos Academy school’s opening date, with payments from Bezos Academy due by the tenth (10th) day of each month thereafter to each of the following: CITY OF RENTON Accounts Receivable Renton City Hall, 5th Floor 1055 South Grady Way Renton, WA 98057 RENTON SCHOOL DISTRICT 403 Accounting 300 SW 7th Street Renton, WA 98507 Phone: 425-204-2391 2.AS-IS; NO ALTERATIONS 2.1 As-Is. Bezos Academy has had the opportunity to inspect the Premises and accepts the same from the City and District in its “as-is,” “where-is” condition, with no representations or warranties, either express o r implied, from either the City or District, whether jointly or individually. Bezos Academy agrees that neither the City nor the District shall have any obligation to improve the Premises during the Term or to reimburse Bezos Academy or provide an allowance for the cost of any improvements in the Premises for the purposes of serving Bezos Academy use. Nothing in this Section 2.1 shall limit the rights and obligations of the City or the District to each other under the ILA. 2.2 No Alterations. Bezos Academy shall not to make or permit or suffer to be made any alterations, improvements or additions to the Premises or any part thereof without the prior written consent of the City and the District. Without limiting the foregoing, any such approved alterations, improvements or additions shall be detailed in an amendment to this MOU with provisions ensuring, at a minimum, compliance with applicable public works procedures. 3.TERM and TERMINATION 3.1 Term This MOU shall commence on the date Bezos Academy opens its school in the Neighborhood Center to students, anticipated to occur in January 2023, and shall expire June 30, 2028 (the "Term") unless earlier terminated pursuant to Section Page 10 of 18 Meadow Crest Playground MOU 3.2; provided that this MOU may be extended by the Parties by written agreement. Notwithstanding the foregoing, and provided that Bezos Academy has not been in and is not in default under this MOU, the City and the District agree to work in good faith with Bezos Academy to extend the Term of this MOU if the term of the ILA is extended. 3.2 Termination 3.2.1 This MOU may be terminated by mutual written agreement by all Parties. 3.2.2 This MOU will automatically terminate upon termination of the Lease for any reason. 3.2.3 This MOU will terminate upon the occurrence of a default by Bezos Academy with Bezos Academy’s failure to cure such default following a reasonable opportunity to do so. 3.2.4 This MOU will terminate upon either the District’s Board of Directors determining pursuant to Section 15 herein that the District’s portion of the Premises or the time allotted by the ILA to the District is needed for exclusive school purposes, or the City’s City Council determining that the City’s time reserved in the ILA is required for general public purposes. 3.2.5 This MOU will terminate upon the termination of the ILA for any reason. 3.2.6 Bezos Academy may terminate this MOU at any time, with or without cause, with at least fourteen calendar days’ written notice to the City and the District. The MOU will then terminate on the date specified in Bezos Academy’s notice. For purposes of clarity only, termination of this MOU does not terminate the ILA or the Lease. 4.ADMINISTRATION AND NOTICES Each individual executing this MOU on behalf of Parties represents and warrants that such individuals are duly authorized to execute and deliver this MOU on behalf of the party. Except for Service of Process in a legal proceeding, any notices required to be given by the Parties shall be delivered at the addresses set forth below. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth below. Any notice so posted in the United States mail shall be deemed received three (3) calendar days after the date of Page 11 of 18 Meadow Crest Playground MOU mailing. Email notice will be deemed received the date of the email so long as sent before 12:00 noon on a business day, if after 12:00 Noon it will be deemed received the next business day – a copy of email notice must be mailed as set forth above. This MOU shall be administered by and any notices should be sent to the undersigned individuals or their designees. All recurring invoices to Bezos Academy shall be sent to the Bezos Academy email address listed for invoicing below. CITY OF RENTON Parks and Recreation Administrator 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-6606 parksandrec@Rentonwa.gov WITH A COPY TO: City Clerk cityclerk@rentonwa.gov City Attorney legaladmin@Rentonwa.gov RENTON SCHOOL DISTRICT 430 Shannon Harvey, Ed.D. 300 SW 7th Street Renton, WA 98507 Phone: 425-204-2340 BEZOS ACADEMY 3040 78th Avenue SE, #1042 Mercer Island, WA 98040 Attn: General Counsel Email: legal@bezosacademy.org ALL RECURRING INVOICES TO BE SENT VIA EMAIL TO: ap@bezosacademy.org Page 12 of 18 Meadow Crest Playground MOU 5.INSURANCE 5.1 Bezos Academy Insurance. Bezos Academy, at its own cost, shall secure and maintain the following insurance policies, and shall not cancel or suspend the insurance policies identified below: 5.1.1 Commercial General Liability Insurance: Commercial general liability insurance with a limit of not less than$1,000,000 for each occurrence/$2,000,000 aggregate throughout the duration of this MOU. 5.1.2 Excess/Umbrella Insurance: Excess/Umbrella insurance coverage with a limit not less than $1,000,000. 5.1.3 Automobile Liability Insurance: Automobile Liability Insurance coverage with Bodily Injury and Property Damage, including Owned, to the extent applicable, Hired, and Non-owned vehicles, on an occurrence basis, with a limit not less than $1,000,000. 5.1.4 Professional Liability Insurance: Professional liability insurance, in the minimum amount of $ 1,000,000 for each occurrence, shall also be secured for any professional services being provided to City that are excluded in the commercial general liability insurance. 5.1.5 Workers' Compensation: Workers' compensation coverage, as required by the RCW 51, Industrial Insurance laws of the State of Washington. 5.1.6 City and District as an Additional-Insured: It is agreed that on Bezos Academy’s commercial general liability policy, the City of Renton and Renton School District will be named as an Additional Insured on a primary and non-contributory basis. Any coverage maintained by the City of Renton or Renton School District is solely for the coverage and benefit of Renton and the District respectively, and its elected officials, officers, agents, employees, representatives and volunteers. 5.1.7 Waiver of Subrogation: The insurance policies identified in Sections 5.1.1 –5.1.6 above shall include a waiver of subrogation. 5.1.8 Verification of Coverage: Subject to City’s and District’s review and acceptance, a certificate of insurance showing the proper endorsements shall be delivered to the City and District prior to the commencement of the Term. Page 13 of 18 Meadow Crest Playground MOU 5.1.9 Cancellation of insurance coverage: The City and District shall be provided with written notice of any policy cancellation within a minimum of two business days of receipt of such notice by the policy holder . 5.2. Review of Policy: Upon request, the Bezos shall give City and District a full copy of the insurance policy for its records and for review. The policy limits may be reviewed and the value reassessed annually. 5.3. Termination: Notwithstanding any other provision of this MOU, the failure of Bezos Academy to comply with the above provisions of this section shall subject this MOU to immediate termination without notice to any person in order to protect the public interest. 5.4. The certificate holder should read: City of Renton ATTN: Parks and Trails Director 1055 South Grady Way Renton, WA. 98057 Renton School District 300 SW 7th Street Renton, WA 98057 Attn: Shannon Harvey, Ed.D. 6.INDEMNIFICATION/ HOLD HARMLESS Bezos Academy agrees to release, indemnify, defend, and hold harmless the City and the District and their elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses or by any and all persons or entities (collectively, “Losses”), arising from, resulting from, or related to third-party claims made in connection with negligent acts, errors or omissions of Bezos Academy in its performance of this MOU or a breach of this MOU by Bezos Academy, except for that portion of the third-party claims caused by the District’s sole negligence or the City’s sole or concurrent negligence. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115 (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate…) then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of Bezos Page 14 of 18 Meadow Crest Playground MOU Academy and the City and/or District, its officers, officials, employees and volunteers, Bezos Academy’s liability shall be only to the extent of Bezos Academy’s negligence. It is further specifically and expressly understood that the indemnification provided in this MOU constitute Bezos Academy’s waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. Bezos Academy and the City and/or District have mutually negotiated and agreed to this waiver. Bezos Academy agrees that the City’s indemnification, defense and hold harmless obligations in favor of Bezos Academy set forth in Section 12 of the Lease do not apply to Losses arising from, resulting from, or related to third-party claims in connection with the use of the Playground by Bezos Academy, its students, employees or guests. In the event of conflicts or disputes concerning Bezos Academy and the City’s respective rights and obligations with respect to the Playground, Bezos Academy and the City will look to this MOU and not the Lease. The provisions of this section shall survive the expiration or termination of this MOU. 7.EQUALITY OF TREATMENT Bezos Academy shall conduct its business in a manner that ensures fair, equal and non - discriminatory treatment at all times in all respects to all persons without regard to race, color, religion, sex, sexual orientation, marital status, age or national origin. No person shall be refused service, be shown discriminatory treatment, or be denied any privilege, use of facilities, or participation in activities on the Premises based on: race, color, religion, sex, sexual orientation, marital status, age, or national origin. Failure to comply with any of the terms of this provision shall be a material breach of this MOU. 8.NON- DISCRIMINATION Bezos Academy shall comply with all applicable laws regarding non- discrimination in employment, the provision of services to the public in a non- discriminatory manner, and affirmative action. 9.GOVERNING LAW COMPLIANCE WITH LAWS/ SEVERABILITY/JURISDICTION AND VENUE/ WAIVER 9.1 All Laws. Bezos Academy shall comply with all applicable laws, ordinances, orders, codes, rules and regulations affecting the Premises including, without limitation, any rules and regulations issued by the City or the District specific to the Premises from time to time. This MOU shall be governed by, and construed and enforced in accordance with, the laws of the State of Washington. Without limiting the foregoing, pursuant to RCW 28A.210.310, Bezos Academy shall prohibit its employees, agents, volunteers, and guests from bringing or using tobacco products on the Premises. Page 15 of 18 Meadow Crest Playground MOU 9.2 No Illegal Purpose or Acts. Bezos Academy shall not use the Premises for any illegal purpose or to violate any applicable law. Bezos Academy shall not create or allow any nuisance or hazardous materials on the Premises. Bezos Academy shall not permit or do any act on the Premises that would increase the rate of insurance on or for the Premises. Bezos Academy shall not damage or overload the structural components of any structure, fixture, or part of the Premises. 9.3 Severability. Should any of the provisions of this MOU be found to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be stricken and the remainder of this MOU shall nonetheless remain in full force and effect unless striking such provision shall materially alter the intention of the Parties. 9.4 Jurisdiction and Venue. In the event any action is brought to enforce any of the provisions of this MOU, the Parties agree to be subject to exclusive in personam jurisdiction in the Superior Court of the State of Washington in and for the County of King or in the United States District Court for the Western District of Washington. 9.5 Waiver. No waiver of any right under this MOU shall be effective unless contained in a writing signed by a duly authorized officer or representative of the party sought to be charged with the waiver and no waiver of any right arising from any breach or failure to perform shall be deemed to be a waiver of any future right or of any other right arising under this Lease. 9.6 Survival. The provisions of this section shall survive the expiration or termination of this MOU. 10.RIGHT OF ENTRY The City's and District’s representative(s) may enter the Playground at any time for any lawful purpose relating to their performance of their respective roles or exercising their respective rights under this MOU, or for other legitimate governmental purpose. Notwithstanding the foregoing, if the City or the District’s representatives enter during a period in which Bezos Academy has exclusive access, such representatives will identify themselves to Bezos Academy’s personnel on arrival via reasonable means, which may include displaying credentials. 11.LIENS AND ENCUMBRANCES Bezos Academy shall not have or allow any liens or encumbrances on the Premises. At the City's request. Bezos Academy shall furnish the City and the District written proof of payment of any item which would or might constitute the basis for such a lien on the Premises if not paid. Page 16 of 18 Meadow Crest Playground MOU 12.UNUSABILITY Any party may terminate this MOU in the event that all or a substantial portion of the Premises is rendered unusable by an Act of God, fire, flood, earthquake, act of war or other extraordinary casualty destroying or damaging the Premises by notice given the other Parties within thirty (30) days after such conditions are discovered. No party shall be required to restore or reconstruct the Premises. 13.AMENDMENTS The Parties reserve the right to amend this MOU as may be mutually agreed. This MOU shall not be amended or changed except by written instrument signed by all Parties’ authorized representatives. 14.ASSIGNMENT OF AGREEMENT Bezos Academy shall not assign or transfer this MOU or otherwise convey any right, privilege or interest granted by this MOU or any part of the Premises without the City's and District’s prior written consent, which either party may withhold in their respective sole discretion. This MOU and any right, privilege, or interest derived from this MOU shall not be transferable by operation of law, by any process, or by any court proceedings. Bezos Academy shall not sub-lease or cohabitate businesses or other enterprises in or on the Premises without prior written approval of the City of Renton and the District, which either party may withhold in their respective sole discretion . 15.NON- APPLICABILITY OF RELOCATION BENEFITS Bezos Academy accepts and agrees that the signing of this MOU does not entitle Bezos Academy to assistance under RCW 8.26, Relocation Assistance— Real Property Acquisition Policy. 16.RCW 28A.335.040 SCHOOL DISTRICT RECAPTURE PROVISION. Pursuant to RCW 28A.335.040(1), the District may terminate this MOU in the event it determines the District’s Property that is a portion of the Premises is needed for school purposes. The District agrees that any such termination for recapture would be a decision of the Board of Directors, made in an open public meetings, and with prior notice provided to Bezos Academy and the City. The District will use good faith efforts to provide at least six (6) months’ notice prior to the effective termination date. In the event of such recapture, in no case shall the District be deemed to owe any amount of compensation to Bezos Academy except and only to the extent that Bezos Academy pre-paid any maintenance or use fee under Sections 1.2 or 1.3 respectively. If this MOU is terminated by operation of this paragraph, the City agrees to use good faith efforts to identify and facilitate the use by Bezos Academy of a mutually acceptable alternative location for a play area on the City’s North Highlands Property that meeting applicable DCYF licensing requirements applicable to the Bezos Academy program (unless Bezos Academy has Page 17 of 18 Meadow Crest Playground MOU already constructed a separate playground meeting applicable DCYF licensing requirements pursuant to the Lease). 17.ENTIRE AGREEMENT This MOU sets forth the entire agreement of the Parties as to the subject matter hereof and supersedes all prior discussions and understandings between them. Except for the operation of the termination provisions herein, this MOU may not be amended or rescinded in any manner except by an instrument in writing signed by a duly authorized officer or representative of each party hereto. [Signature Page Follows] tN WTTNESS WHEREOF, the Parties agree that thls MOU shall become binding as of the Effective Date noted above. CITYOF RENTON RENTON SCHOOT DISTRICT /TO3 Armondo Pavone, Mayor Date signed:signed: DAY I ACADEM|ES dba BezosAcademY By: Printed Name:v- Title:GZL- Date L Attest Jason A. Seth, CitY Clerk Date attested: - APPROVED AS TO FORM ONLY Shane Moloney, City Attorney Obtn I fl | 22 1,450 F older 2 Meadow Crest Playground MOU Page 18 of 18 (approved by Cheryl Beyer via email on 12/19/2022) 12/21/2022 12/21/2022 A-1 Meadow Crest Playground MOU EXHIBIT A Depiction of the Premises B-1 Meadow Crest Playground MOU EXHIBIT B Bezos Academy and School District Calendars Bezos Academy School Calendar 2022 – 2023 Renton School District School Calendar 2022 – 2023 General Renton School District calendar information is currently available at this link: https://www.rentonschools.us/our-district/district-calendar