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LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("License"), is made and entered into as of
July��, 2017, by and between The Boeing Company, a Delaware corporation
�"L1Ce11SOI'"�, a11C1 Clty Of Re11tOI1 �"L1C01]Se0"�.
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 owned by the Licensor adjacent to the
portion of Licensee's Bike Trail on Logan Avenue North in the location that is generally
depicted on 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 Properry.
2. USE
Licensee shall use the Licensed Property solely for installation of long-term bike trail
signage. 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.
3. TERM
This License shall commence on August 1, 2017 (the "Commencement Date") and shall
continue (unless sooner terminated pursuant to this License) until January 31, 2022. 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
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notice the date on which such termination shall be effective. Upon termination of this
License, Licensee will remove all signage installed by Licensee and will restore the
Licensed Property to the condition it was in prior to the installation of Licensee's
signage.
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
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 CONSEpUENTIAL AND OTHER DAMAGES. NEITHER
LICENSOR NOR ANY LICENSOR PARTY (DEFINED IN SECTION 6.5)
SHALL HAVE ANY OBLIGATION OR LIABILITY TO LICENSEE,
ARISING OUT OF THIS LICENSE..WHETHER ARISING IN CONTRACT
(1NCLUDING 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 Dama�e 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 Plant_site, whether
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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 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
this Article 6.
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. Licensor, at Licensor's sole cost and expense, shall be responsible
for the maintenance of the signage and the surrounding landscaping and shrubbery to
maintain adequate visibility of the signage.
8. 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. Licensee shall provide Licensor 48 hours' written notice to
access Licensor's property except in an emergency presenting imminent risk of harm to
persons or damage to property.
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"), far
injury to or death of any person (including without limitation claims brought by
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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 attarneys' 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,
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 far any Claims to the extent they arise out of the negligence ar willful
misconduct of any Licensor Party.
B Licensee shall ensure that any Contractor carries and maintains during the
Term of this License, Commercial General Liability Insurance with available
limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily
injury, including death, and property damage combined, One Million Dollars
($1,000,000) general aggregate. Such insurance shall be in a form and with
insurers acceptable to Licensor and shall contain coverage for all premises and
operations, broad form property damage and contractual liability (including
without limitation that specifically assumed herein). Any policy which provides
the insurance required under this paragraph shall: (a) be endorsed to name The
Boeing Company and its subsidiaries and their respective directors, officers,
employees, agents, attorneys and assigns" as additional insureds (hereinafter
"Additional Insured") with respect to any liability arising out of Licensee's
presence on the Licensed Property, (b) be endorsed to be primary to any insurance
maintained by The Boeing Company, (c) contain a severability of interest
provision in favor of the Additional Insured and (d) contain a waiver of any rights
of subrogation against the Additional Insured. A certificate evidencing such
insurance coverage shall be delivered to Licensor not less than fifteen (15) days
prior to the commencement of the Term. Such certificate of insurance will
provide for fifteen (15) days advance notice in the event of cancellation.
If licensed vehicles will be used in connection with this License, Licensee shall
ensure that any Contractor who uses licensed vehicles in connection with this
License carries and maintains, Automobile Liability insurance covering all
vehicles, whether owned, hired, rented, borrowed or otherwise, with limits of
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liability of not less than One Million Dollars ($1,000,000) per occurrence
combined single limit for bodily injury and property damage.
Licensee shall cover or maintain, and shall ensure that any Contractor covers or
maintains, insurance in accordance with the applicable laws relating to workers'
compensation, with respect to all of their respective employees working on or
about the Licensed Property, regardless of whether such coverage of insurance is
mandatory or merely elective under the law.
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, 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
Hazardous 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
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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:
(a) A Contractor's failure to maintain in force or pay the premium for
any policy of insurance required to be obtained or maintained by said
Contractor pursuant to this License; or
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(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 ar 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 ar alter
this License, but each and every agreement, term, covenant and condition hereof
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shall continue in full force and effect with respect to any other then existing or
subsequentbreachthereof.
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 ar by statute ar 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 Assi ns.
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
c/o MBG Consulting, Inc.
Boeing Lease Administration Team
980 N. Michigan Ave., Suite 1000
Chicago, IL 60611
Licensee: City of Renton
c/o Dan Hasty
1055 S. Grady Way
Renton, WA 98055
425.430.6400
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
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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. 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 ar 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. Attornevs' 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 ar 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.
I. Choice of Law.
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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 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 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.
Signatures appear on the next sheet.
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Executed in duplicate as of the date first written above.
LICENSOR: LICENSEE:
The Boein ompany The Cit of Renton
BY� By: � /
Name: Alan Coleman Name: ' �(`C1tY1E��c- YY�'��
Title: Authorized Signatory Title: Yl.•l� ��+M�(1 i`��`('�-��
Date Signed: �'��Z �( ? Date Signed: �
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