HomeMy WebLinkAboutLease LAG-17-002
LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("License"), is made and entered into as of June 21,
2017, by and between The Boeing Company, a Delaware corporation ("Licensee"), and
City of Renton, a Washington municipal corporation ("Licensor").
For and in consideration of the mutual benefits to be derived and other valuable
consideration the sufficiency of which is hereby acknowledged, the parties hereby agree
as follows.
1. THE LICENSE
Licensee has installed a sub-surface pressurized air pipe in the real property commonly
known as Renton Airport, Perimeter Road east of Apron A and depicted in Exhibit A (the
"Licensed Property"). Licensor does hereby grant to Licensee a non-exclusive license for
the limited purpose of retaining Licensee's sub-surface pressured air pipe in, under, and
through the Licensed Property. Licensee acknowledges that it does not hold any other
interest in the Licensed Property, including the right to access, repair, or maintain its sub-
surface pressurized air pipe therein. Licensor does hereby further grant to Licensee a
non-exclusive license to use the Licensed Property, subject to the terms and conditions of
this License, for the purposes described in Section 2 of this License.
Except as expressly provided otherwise, this License does not constitute an interest in
real property, and Licensor shall not be deemed to have granted, conveyed, or transferred
an interest in the Property to Licensee by reason of the execution and delivery of this
License ar the performance by either party of its obligations under this License.
Licensee hereby accepts this License and agrees that Licensee's use of the Licensed
Property shall conform to the terms and conditions of this License.
The license granted by this License is personal to Licensee and may not be assigned or
sublicensed by Licensee in any way. Licensee shall not grant permission to any other
person or entity to use the Licensed Property.
2. USE
Licensee may use the Licensed Property for repair of the existing sub-surface pressurized
air pipe as described on Exhibit A, but any such use shall be subject to the following
limitations:
(a) Licensee shall use the Licensed Property in common with Licensor
and all other licensees and tenants of Licensor.
(b) Licensee shall exercise all reasonable efforts to assure any
activities on the Licensed Property pursuant to this License shall not result
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in any damage or injury to the Licensed Property. Licensee shall be
responsible for any damage arising from the activity of Licensee on the
Licensed Property in the exercise of the rights of Licensee hereunder, and
shall repair such damage or, in lieu thereof if mutually agreed by Licensor
and Licensee, make a cash settlement therefor.
(c) Licensee shall not make any improvements or alterations to the
Licensed Property. Licensee shall hold Licensar and the Licensed
Property harmless from and against any liens of contractors,
subcontractors, or other persons supplying goods, services, equipment,
materials, or labor to or on behalf of Licensee at the Licensed Property.
At the request of Licensor, Licensee shall discharge any such liens.
(d) In its use of the Licensed Property, the Licensee shall not violate
any applicable law, ordinance, deed, restriction or regulation affecting the
Licensed Property or any part thereof. Licensee is solely responsible for
obtaining all necessary permits, licenses, and approvals required from any
governmental authority or agency and shall conduct its business at the
Licensed Property strictly in conformance with all requirements of any
applicable permits, licenses, and approvals.
(e) Licensee has been advised by Licensor that the following activities
are among those prohibited on Licensor's property, including the Licensed
Property: use of tobacco products of any kind; possession and/or
consumption of alcoholic beverages; possession and/or use of firearms or
explosives; possession and/or use of controlled substances and related
paraphernalia. Licensee shall take such steps to enforce such prohibitions
as Licensor shall reasonably request from time to time.
(fl Intentionally Omitted
(g) Licensee may erect signs or barricades on the Licensed Property
only with the prior written consent of Licensor, which Licensor may
withhold in its sole discretion. Any signs or barricades allowed by
Licensor shall be removed by Licensee at the termination of this License.
(h) Licensee will not conduct any fueling, maintenance, or repair
activity of any kind on any vehicles or other equipment on the Licensed
Property. Licensee will not conduct any washing or cleaning of vehicles
or any other equipment on the Licensed Property.
3. TERM
This License shall commence on mutual execution of the License (the "Commencement
Date") and shall continue (unless sooner terminated pursuant to this License) until
October 1, 2017. The date on which this License shall terminate is referred to here as the
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"Termination Date" and the period of time commencing on the Commencement Date and
ending on the Termination Date is referred to here as the "Term". Either party may
terminate this License at any time by giving notice of such termination to the other party,
stating in such notice the date on which such termination shall be effective.
4. LICENSE FEE
The License is granted without charge.
5. SERVICES AND UTILITIES
Licensor shall have no responsibility to provide any services or utilities to the Licensed
Property. Licensee is responsible, at its sole risk and expense, to supply all services in
connection with Licensee's use of the Licensed Property. Licensee shall pay when due
all charges for utilities and other services provided to or on behalf of Licensee at the
Licensed Property.
6. CONDITION; "AS IS"; DISCLAIMER
6.1 Warrantv. Licensor warrants that it is the owner or lessee of the Licensed Property
and that Licensor has the power and right to grant the License hereunder to Licensee.
6.2.1 DISCLAIMER AND RELEASE. EXCEPT FOR THE WARRANTY IN
SECTION 6.1, THE LICENSED PROPERTY, AND ALL OTHER GOODS OR
SERVICES PROVIDED OR TO BE PROVIDED IN CONNECTION WITH
THIS CONTRACT ARE BEING PROVIDED TO THE LICENSEE "AS IS,
WHERE IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY
KIND.
6.2.2 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. NEITHER
LICENSOR NOR ANY LICENSOR PARTY (DEFINED IlV SECTION 6.5)
SHALL HAVE ANY OBLIGATION OR LIABILITY TO LICENSEE,
WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT
(INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE) OR
OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY
OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES.
6.3 Waiver of Claims for Damage to Licensee's PropertX. Without limiting the
generality of any other provision of this Article 6, Licensee does hereby release Licensor
from, and waive, Licensee's entire claim of recovery for loss of or damage to property
arising out of or incident to fire, lightning or any other perils normally included in an "all
risk" property insurance policy when such property is located on the Licensed Property,
whether or not such loss or damage is due to the negligence of Licensor, or its respective
agents, employees, guests, licensees, invitees or contractors.
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6.4 Waiver of Subro ation. Licensee shall cause its insurance carriers to waive all
rights of subrogation against Licensor to the extent of Licensee's undertakings set out in
Section 6.3.
6.5 Definition. "Licensor Party" means Licensar and every officer, employee, agent,
contractor, or invitee of Licensor (other than Licensee, its directors, officers, employees,
agents, contractors, and invitees) and their successors and assigns.
7. MAINTENANCE
Licensee, at Licensee's sole cost and expense, shall be responsible throughout the Term
for preventing damage to the Licensed Property as a result of the use of the Licensed
Property by Licensee.
8. LICENSOR'S ACCESS
Licensor shall have the continuing right of access to the Licensed Property PROVIDED
that Licensor shall not interfere with Licensee's use of the property, so long as Licensee
is not in default hereunder.
9. CONDITION AT SURRENDER
At the termination of the Term of this License, Licensee shall surrender the Licensed
Property to Licensor in the same condition as at the Commencement Date, including
replacing all underground utilities, excepting normal wear and tear, casualty,
condemnation, and alterations permitted by Licensor, and damage caused by other
tenants or licensees of Licensor.
10. INDEMNIFICATION AND INSURANCE
A. Indemnitv.
Licensee will indemnify, defend, and hold harmless, Licensor and every Licensor
Party (as defined in Section 6.5) (hereinafter "Indemnitees") from and against all
actions, causes of action, liabilities, claims, suits, penalties, fines,judgments,
liens, awards and damages of any kind whatsoever (hereinafter "Claims"), for
injury to or death of any person (including without limitation claims brought by
employees or invitees of Licensee or employees or invitees of any Contractor of
Licensee (hereinafter"Contractor")) or damage to or loss of any property or
cleanup of any discharge or release by Licensee or any Contractor, and expenses,
costs of litigation, and reasonable attorneys' fees related thereto, or incident to
establishing the right to indemnification, to the extent such Claims arise out of or
are in any way related to this License or the presence on the Licensed Property by
Licensee, any Contractor or their respective employees or invitees. Licensee
expressly waives any immunity under industrial insurance whether arising from
Title 51 of the Revised Code of Washington or any other statute or source, to the
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extent of the indemniry set forth in this paragraph. In the event that Licensee is
successful in proving that the foregoing indemnity is limited by RCW 4.24.115,
Licensee shall defend, indemnify and hold harmless the Indemnitees to the full
extent allowed by RCW 4.24.115. In no event shall Licensee's obligations �
hereunder be limited to the extent of any insurance available to or provided by
Licensee. Licensee shall require each Contractor who desires access to the
Licensed Property to provide an indemnity, enforceable by and for the benefit of
the Indemnitees, to the same extent required of the Licensee. Nothing in this
Section 10.A is intended to require Licensee to indemnify, defend, or hold
harmless for any Claims to the extent they arise out of the negligence or willful
misconduct of any Indemnitees.
B Licensee, at Licensee's own cost and expense, will provide and keep in full
force and effect during the Term, commercial general liability insurance with
limits of not less than $1,000,000 covering bodily injury to any person, including
death, and loss of or damage to real and personal property, or shall self-insure for
the same. Insurance provided hereunder may be provided under Licensee's
blanket liability insurance policy. During the Term Licensor shall be named as an
additional insured under insurance carried pursuant to this Section 10.B to the
extent of Licensee's undertaking set forth in Section 10.A and will provide to
Licensor a memorandum evidencing such insurance. Licensee will provide
Licensor fifteen days' advance notice in the event of cancellation.
11. INTENTIONALLY OMITTED.
12. ENVIRONMENTAL MATTERS
A. Definitions.
As used herein, the term "Hazardous Substances" means any hazardous, toxic,
chemical, or dangerous substance, pollutant, contaminant, waste or material,
including petroleum, which is regulated under any and all federal, state, or local
statute, ordinance, rule, regulation, or common law relating to chemical
management, environmental protection, contamination, or cleanup including,
without limitation, the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980 as amended (42 U.S.C. § 9601 et seq.), the Resource
Conservation and Recovery Act as amended (42 U.S.C. § 6901 et seq.) or any
other federal, state, county, or city law, or any other ordinance or regulation
existing or which may exist.
As used herein the term "Environmental Laws and Requirements" means any and
all federal, state, local laws, statutes (including without limitation the statutes
referred to in the first paragraph of this Section 12.A above), ordinances, rules,
regulations and/or common law relating to environmental protection,
contamination, the release, generation, production, transport, treatment,
processing, use, disposal, or storage of Hazardous Substances, and the regulations
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promulgated by regulatory agencies pursuant to these laws, and any�applicable
federal, state, andlor local regulatory agency-initiated orders, requirements,
obligations, directives, notices, approvals, licenses, or permits, including but not
limited to those for the reporting, investigation, cleaning, or remediation of
H�zardous Substances on the Licensed Property.
B. Compliance with Laws and Requirements.
Except as otherwise agreed by Licensor in writing, Licensee shall be solely
responsible at its expense for obtaining any permits, licenses or approvals, and for
preparing, maintaining and submitting any records or reports, as required under
applicable Environmental Laws and Requirements for its operations hereunder.
Licensee shall comply with any and all Environmental Laws and Requirements
and shall not cause, permit or allow the presence of and shall not generate,
release, store, or deposit any Hazardous Substances on or about the Licensed
Property in violation of any Environmental Laws and Requirements, or in a
manner which may give rise to liability for environmental cleanup, damage to
property, or personal injury to Licensor, or any other person. Licensee shall not
release any Hazardous Substances into the soil, water(including groundwater) or
air of the Licensed Property or onto any other adjoining property in violation of
Environmental Laws and Requirements, or in a manner which may give rise to
liability for environmental cleanup, damage to property, or personal injury to
Licensor or any other person. In the event of a spill or other release of Hazardous
Substances caused by Licensee, its agents, employees, contractors or invitees at or
from the Licensed Property, Licensee shall undertake immediate response as
required by law, including but not limited to reporting to appropriate agencies,
and shall notify Licensor of same as soon as possible.
C. Indemnification.
Licensee shall indemnify, hold harmless, and defend Licensor, and its directors,
officers, employees, agents, assigns, and attorneys from any and all claims, losses,
damages, response costs, and expenses arising out of or in any way relating to the
violation of any Environmental Laws and Requirements, or to the generation,
release, storage, deposit or disposal of Hazardous Substances, to the extent caused
by Licensee, its agents, employees, contractors and invitees at any time during the
term of this License, including but not limited to: (1) claims of third parties,
including governmental agencies, for damages (including personal injury and/or
property damage), response costs, fines, penalties, injunctive or other relief; (2)
the cost, expense, or loss to Licensor of any injunctive relief, including
preliminary ar temporary injunctive relief, applicable to the Licensor or the
Licensed Property; and (3) the expense of reporting the existence of Hazardous
Substances to any agency of any state government or the United States as required
by applicable laws or regulations, before and after any trial or appeal therefrom
whether or not taxable as costs; all of which shall be paid by Licensee when
accrued. �
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13. DEFAULT OF LICENSEE
The following shall constitute events of default by Licensee:
(a) Licensee's failure to maintain in force or pay the premium for any
policy of insurance required to be obtained or maintained by Licensee
pursuant to this License; or
(b) Any default by Licensee of its obligations under Section 12
(Environmental Matters); or
(c) Licensee's failure to timely progress in the good faith negotiations
called for under Section 16.D (Licensee's Interest; Holdover); or
(d) Licensee's failure to observe and perform any other provision,
term or condition in this License within thirty (30) days after Licensor
delivers written notice of the failure to Licensee, or if the cure cannot
reasonably be concluded within thirty (30) days, then if Licensee fails to
commence to cure the failure within such thirty (30) day period and
thereafter proceed diligently to complete the cure.
14. REMEDIES OF LICENSOR
A. Termination and Removal by Licensor.
In the event of a Licensee default, Licensor may in addition to all other legal ar
equitable remedies, (a) terminate this License and Licensee's right to possession
of the Licensed Property by delivering written notice of termination to Licensee,
and that action shall concurrently terminate the rights of Licensee under this
License, or (b) with or without terminating this License, re-enter the Licensed
Property by summary proceedings, proceedings in unlawful detainer, eviction, or
otherwise, and may dispossess Licensee.
B. Payment of Costs.
Licensee agrees to be liable for and to pay Licensor all costs incurred by Licensor
in connection with the enforcement of Licensor's rights hereunder, including the
reasonable fees and disbursements of Licensor's attorneys. Such liability shall
survive the termination of this License, the re-entry into the Licensed Property by
Licensor, and the commencement of the action to secure possession of the
Licensed Property. All amounts not paid to Licensor when due shall bear interest
at the annual rate of twelve percent (12%) or, if less, the maRimum rate permitted
by law.
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15. ENFORCEMENT
A. Nonwaiver.
No failure by either party to insist upon the strict performance of any agreement,
term, covenant or condition hereof or to exercise any right or remedy consequent
upon a breach thereof, and no acceptance of full or partial rent by Licensor during
the continuance of any such breach, shall constitute a waiver of any such breach
or of such agreement, term, covenant, or condition. No agreement, term,
covenant, or condition hereof to be performed or complied with by either party,
and no breach thereof, shall be waived, altered or modified except by a written
instrument executed by the parties. No waiver of any breach shall affect or alter
this License, but each and every agreement, term, covenant and condition hereof
shall continue in full force and effect with respect to any other then existing or
subsequent breach thereof.
B. Remedies Cumulative.
Each right and remedy provided for in this License shall be cumulative and shall
be in addition to every other right or remedy provided for in this License or now
or hereafter existing at law or in equity or by statute or otherwise, and the exercise
or beginning of the exercise by either party of any one or more of the rights or
remedies provided for in this License ar now ar hereafter existing at law or in
equity or by statute or otherwise shall not preclude the simultaneous or later
exercise by such party of any or all other rights or remedies provided for in this
License or now or hereafter existing at law or in equity or by statute or otherwise.
16. MISCELLANEOUS
A. Successors and Assigns.
Subject to the provisions of this Section 16, all of the provisions of this License
shall bind and inure to the benefit of the parties and their respective heirs, legal
representatives, successors and assigns, but Licensee shall not assign this License
nor grant any right of possession of the Licensed Property in whole ar in part
without the prior written consent of Licensor, which Licensor may withhold in its
sole discretion.
B. Notices.
Where provision is made herein for notice of any kind, it shall be deemed
sufficient, if such notice is addressed as shown below:
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Licensor: Airport Manager
Renton Municipal Airport
616 West Perimeter Road, Unit A
Renton, Washington 98057
Licensee: The Boeing Company
c/o MBG Consulting, Inc.
Boeing Lease Administration Team
980 N. Michigan Avenue, Suite 1000
Chicago, IL 606 1 1-452 1
All such notices shall be given either by hand or by recognized overnight delivery
service, with all fees for next business day delivery prepaid. Notices shall be
deemed given when delivered if given by hand ar 24 hours after delivery to an
overnight delivery service with next business day delivery charges prepaid.
C. Severabilitv.
If a court of competent jurisdiction shall determine, to any extent, that any
provision, term or condition of this License shall be invalid or unenforceable, that
determination shall not affect the remainder of this License, and each provision,
term or condition in the remainder of this License shall be valid and enforceable
to the extent permitted by law.
D. Licensee's Interest; Holdover.
Licensee has no right in the Licensed Property other than the license to use the
Licensed Property as set out in this License. Licensee agrees to engage in good
faith negotiations with Licensor regarding the terms of an easement in which
Licensor would grant Licensee the right to retain Licensee's utility lines, vaults,
and other installations within the common areas of Licensor's Renton Airport
property, all in exchange for fair compensation to Licensor.
Licensee has no right to hold over after the end of the Term and agrees that
Licensor may use all legal means to remove Licensee and its property and all
Licensee Vehicles from the Licensed Property at and following the end of the
Term, and that Licensee shall reimburse Licensor for all of Licensor's reasonable
out-of-pocket expenses in so doing.
E. Attorneys' Fees and Disbursements.
Except for actions by Licensor pursuant to Section 14 of this License upon a
default by Licensee, if a dispute between Licensor and Licensee arises under this
License, each party shall bear its own costs, including but not limited to attorneys'
fees.
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F. Captions.
The marginal headings or titles to the sections of this License are not a part of the
License but are inserted only for convenience. They shall have no effect on the
construction or interpretation of any part of this License.
G. Time is of the Essence.
Time is of the essence in the performance of all covenants and conditions of this
License in which time is a factor.
H. Counterparts.
This License may be executed in any number of counterparts, each of which when
executed and delivered shall constitute an original License, but all of which
together shall constitute one and the same License.
L Choice of Law.
This License shall be governed by the Laws of the State of Washington, without
reference to its choice of law rules.
J. A�ents and Brokers.
Each party represents that it has hired or retained no agent or broker in connection
with this License and shall hold the other party harmless from any claim by any
agent or broker claiming payment of any commission, finders' fee or the like in
connection with this License.
K. No Recordin�.
Neither party shall record this License, nor any memorandum of this License.
L. Survival.
Licensee's indemnification obligations set forth in this License shall survive the
expiration or early termination of this License and shall not be limited by any
provision of this License.
M. Complete A�reement.
This License, including Exhibit A, contains the entire and complete agreement
between the parties hereto, with all previous negotiations, warranties, covenants,
conditions and promises being merged herein. Licensor and Licensee further
agree that no alteration, amendment or modification to this License shall be
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binding upon Licensor or Licensee unless same is first reduced to writing and
signed by both Licensor and Licensee.
Executed in duplicate as of the date first written above.
LICENSEE: LICENSOR:
The Boeing Company , The City f enton
�
By: By:
Name: Alan Coleman Name: Denis Law
Title: Authorized Signatory Title: Mayor
Date Signed: � �Z� �� Date Signed: � �/ 7
ATTEST:
� r � /�
Jason . Set City C e k
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EXHIBIT A
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Apron A -Air Leak Repafr � ,
��.�3�
�Phase 1:Sa�n�cut and remove a 4'x 4' area and hydro excavate to �� � � �
n�" .���
investigate cause and(acation of damage as well as what is requirec �'�� �`""'
for repair.A stee!plate�rrill be placed over area unti!materials arrive ���� �"�
� � �.;�° `
Phase 2:Hydro excavate to create room for repair work. The air IeaF. � °
will be repaired,followed by backfill and pave back af the area. �` � �
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�Total estimated duration: 1 week. � �����:� � .
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