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HomeMy WebLinkAboutContract CAG-19-128 LICENSE AGREEMENT THIS LICENSE AGREEMENT ("License"), is made and entered into this \ day of April, 2019, by and between The Boeing Company, a Delaware corporation ("Licensor"), and City of Renton ("Licensee"). For and in consideration of the mutual benefits to be derived and other va1u15YAITI N G consideration the sufficiency of which is hereby acknowledged, the parties herebTT""OR as follows. 1. THE LICENSE SIGNATURE Licensor does hereby grant to Licensee a non-exclusive license to use, subject to the terms and conditions of this License the real property commonly known as Boeing parking lot S 1 in Renton, Washington, and depicted or described in Exhibit A (the "Licensed Property"), such property to be used by Licensee solely for the purposes described in Section 2 of this License. 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 or 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 shall use the Licensed Property solely for support of the City of Renton Bike to Work event, 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 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 Licensor and the Licensed Page 1 of 12 CAG-19-128 LICENSE AGREEMENT THIS LICENSE AGREEMENT ("License"), is made and entered into this \ � day of April, 2019, by and between The Boeing Company, a Delaware corporation ("Licensor"), and City of Renton ("Licensee"). 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 Licensor does hereby grant to Licensee a non-exclusive license to use, subject to the terms and conditions of this License the real property commonly known as Boeing parking lot S 1 in Renton, Washington, and depicted or described in Exhibit A (the "Licensed Property"), such property to be used by Licensee solely for the purposes described in Section 2 of this License. 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 or 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 shall use the Licensed Property solely for support of the City of Renton Bike to Work event, 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 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 Licensor and the Licensed Page 1 of 12 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. (f) 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 12:00 A.M. on May 17, 2019 (the "Commencement Date") and shall continue (unless sooner terminated pursuant to this License) until 11:59 P.M. on May 17, 2019. The date on which this License shall terminate is referred to here as the"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. Page 2 of 12 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 Warranty. 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 PARAGRAPH 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 IN 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 Property. Without limiting the generality of any other provision of this Article 6, Licensee does hereby release Licensor and any Licensor Party 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, or the Boeing Renton, Washington site, whether or not such loss or damage is due to the negligence of Licensor, any Licensor Party, or their respective agents, employees, guests, licensees, invitees or contractors. 6.4 Waiver of Subrogation. Licensee shall cause its insurance carriers to waive all rights of subrogation against Licensor to the extent of Licensee's undertakings set out in this Article 6. Page 3 of 12 6.5 Definition. "Licensor Party" means The Boeing Company, a Delaware corporation, any entity owned or controlled by The Boeing Company, and any director, officer, employee, agent, contractor,or invitee of any of the foregoing(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. Indemnity. 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 clean up 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 extent of the indemnity 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, Page 4 of 12 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 Licensor Party. B INTENTIONALLY OMITTED 11. GOVERNMENTAL IMMUNITY. Licensee hereby waives any governmental immunity it may otherwise have with respect to any claims, liabilities, or obligations pursuant to or arising out of this License. 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 Paragraph 12 (B) 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 promulgated by regulatory agencies pursuant to these laws, and any applicable federal, state, and/or 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 Hazardous Substances on the Licensed Property. B. Compliance with Laws and Requirements. Page 5 of 12 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 or 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. 13. DEFAULT OF LICENSEE The following shall constitute events of default by Licensee: Page 6 of 12 (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 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 or 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 maximum rate permitted by law. 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, Page 7 of 12 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 or now or 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 Paragraph 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 or 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: Licensor: The Boeing Company do MBG Consulting Inc. 980 N. Michigan Ave., Suite 1000 Chicago, IL 60611-4521 Licensee: City of Renton do Dan Hasty 1055 S. Grady Way Renton, WA 98055 425.430.7217 Page 8 of 12 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 or 24 hours after delivery to an overnight delivery service with next business day delivery charges prepaid. C. Severability. 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 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 Paragraph 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. 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. Page 9 of 12 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. I. 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. Agents 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 Recording. 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 Agreement. 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 binding upon Licensor or Licensee unless same is first reduced to writing and signed by both Licensor and Licensee. Page 10 of 12 Executed in duplicate as of the date first written above. LICENSOR: LICENSEE: The Boeing Company The City of Renton By: By:Name: Name:l/ 9 Gj ,M2 FrAka.t v Title: Authorized Signatory Title: ktou C ,,)DAY, A-k yvvai - o'er Date: Date: R/ Page 11 of 12 EXHIBIT A 1 \ . .1,1 I ` r x i•cIt 1 IA t LIC-WA-RTNLND-LIC(Bike to Work)v.4;2019 New License.docx Page 12 of 12