HomeMy WebLinkAboutAgreements/Contracts - Public WorksLICENSE AGREEMENT
THIS LICENSE AGREEMENT (the "License") is entered, into as of the 4� day of
()Md , 2022, ("Effective Date"), by and between THE PORT OF MOSES LAKE,
(GRANT COUNTY PORT DISTRICT NO. 10), a Washington municipal corporation ("Licensor'),
and GRANT COUNTY, a Washington municipal corporation ("Licensee").
I. RECITALS
A. The Licensee desires to use Port property located at the Grant County International
Airport shown on the attached Exhibit "A" (the "Licensed Premises"), in its "As Is" condition, for a
tire amnesty event.
B. Licensee desires to obtain a license from the Port, and the Port desires to grant
such license, for the event on Port property, on the terms and conditions set forth herein.
II. AGREEMENT
NOW, THEREFORE, intending to be legally bound, the parties agree as follows:
I. Grant of License. Licensor hereby grants to Licensee, its agents, employees,
contractors, customers, and Invitees (collectively, the "Permitted Users"), and Licensee hereby
accepts, a non-exclusive license to use the Licensed Premises, for the term set forth herein, for
vehicular and pedestrian 'Ingress and egress to collect used tires and to store the used tires until
picked up for disposal (the "License"). Only a license is granted hereby. No ballment is
created, and Licensee is specific -ally prohibited from sublicensing, leasing, assigning, or renting
the License and/or the Licensed Premises to any other person or entity.
1.1 ' No Interest in Real Pro peqy. This License shall not be deemed to transfer
any interest in the underlying Licensed Premises. Rather, it grants a permission to Licensee to
use the Licensed Premises under the terms and conditions and for the purposes set forth
herein.
2. Term. The term of this License shall commence on October 1, 2022, and shall
continue for one (1) month, Thereafter, the License shall automatically renew for successive
one (1) month periods unless otherwise terminated herein.
3. Use of Licensed Premises.
(a) Fee, As the Licensor recognizes the valuable contribution the Licensee's
event makes to the local economy and environment, the Licensee's fee shall be paid in trade of
equal value for services provided by the Licensee. These services include, but shall not be
limited to: providing an environmentally friendly and inexpensive ensive way for the community's
including, but not limited to, the Licensor's numerous tenants, disposal of used tires, diverting
waste tires from landfill disposal, and preventing illegal tire dumping. The Licensor recognizes
these benefits as true and fair value for the License granted herein.
(b) PersonnellSecurity,, Licensee shall provide, at its own cost and expense,
any personnel and/or security necessary, if any, for use of the Licensed Premises.
OCT 0 6 2022
LICENSE AGREEMENT - I
W. ClY PUBLIC WORKS
(c) Maintenance. Licensee shall utilize the Licensed Premises in a careful,
safe and proper manner and will not permit any waste or nuisance on the Licensed Premises.
Licensee shall keep the Licensed Premises clear of all debris as it relates to their use. Licensee
shall be solely and exclusively liable for any and all costs required to repair any damage to the
Licensed Premises or other Licensor property caused by the Permitted users.
4. Insurance. Licensee shall procure and maintain, during the term of this License,
a comprehensive general liability policy covering all claims for personal injury (including death)
and property damage (including all real and personal property located on Licensee's property
and the License Area) arising out of or related to the License. The limits of liability shall be not
less than One Million Dollars ($1,000,000) for each occurrence and Two Million Dollars
($2,000,000) in the aggregate. The foregoing insurance policy shall endorse the Licensor as an
additional insured. Licensee shall provide certificates of insurance, and if requested, copies of
any policy to the Licensor. Receipt of such certificate or policy by the Licensor does not
constitute approval by the Licensor of the terms of such policy. Furthermore, the policy of
insurance required herein shall: (i) be written as a primary policy; (ii) expressly provide that such
insurance may not be materially changed, amended or canceled with respect to the Licensor
except upon forty-five (45) days' prior written notice from the insurance company to the
Licensor; (iii) contain an express waiver of any right of subrogation by the insurance company
against the Licensor and the Licensor's elected officials, employees, or agents; and (iv)
expressly provide that the insurance proceeds of any loss will be payable notwithstanding any
act or negligence of Licensee which might otherwise result in a forfeiture of said insurance.
5. Casually -and Loss of Permitted Users. The parties hereto agree that the
Licensor, its commissioners and employees, Licensor's insurance carrier and Licensor's
casualty policy shall not be responsible to the Licensee for any property loss or damage done to
the Licensee's property, whether real, personal or mixed, occasioned by reason of any fire,
storm or other casualty whatsoever while on the Licensed Property. It shall be the Licensee's
sole responsibility to provide its own protection against casualty losses of whatsoever kind or
nature, regardless of whether or not such loss is occasioned by the acts or omissions of the
Licensor, Licensee, a Permitted Party, other third -party, or act of nature. Licensee hereby
releases and discharges the Licensor, its commissioners and employees, Licensor's insurance
carrier and Licensor's casualty policy from any claims for loss or damage to Licensee's property.
6. Indemnification. To the fullest extent permitted by law, Licensee shall defend,
indemnify and hold harmless the Licensor, its agents, representatives, officers, elected officials
and employees (collectively within this section "Licensor") from and against all claims, damages,
losses and expenses (including but not limited to attorney fees, court costs, and the cost of
appellate proceedings) relating to, arising out of, or alleged to have resulted out of the use of the
Licensed Premises by the Permitted Users. If the claim, suit, or action for injuries, death, or
property damage is caused by or results from the concurrent negligence of (a) the Permitted
Users and (2) the Licensor, its officers, employees or agents, this defense and indemnity
provision shall be enforceable only to the extent of the negligence of the Permitted Users.
6.1 Limited Waiver of Title 51 RCW. FOR PURPOSES OF THE
FOREGOING INDEMNIFICATION PROVISION ONLY, AND ONLY TO THE EXTENT OF
CLAIMS AGAINST LICENSEE BY LICENSOR UNDER SUCH INDEMNIFICATION
PROVISION, LICENSEE SPECIFICALLY WAIVES ANY IMMUNITY IT MAY BE GRANTED
UNDER THE WASHINGTON STATE INDUSTRIAL INSURANCE ACT, TITLE 51 RCW, THE
INDEMNIFICATION OBLIGATION UNDER THIS LICENSE SHALL NOT BE LIMITED IN ANY
WAY BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION
LICENSE AGREEMENT - 2
OR BENEFITS PAYABLE TO OR FOR ANY THIRD PARTY UNDER WORKERS"
COMPENSATION ACTS, DISABILITY BENEFIT ACTS., OR OTHER EMPLOYEE BENEFIT
ACTS..
The foregoing provision was specifically negotiated and agreed upon by the parties
hereto.
Licensors Initials Licensee's Initials
7. Access to Licensed Premises. This License does not convey to Licensee any
right, title or interest in or to the Licensed Premises, except that Licensee shall have, and is
hereby granted, a non-exclusive license to enter upon and occupy the Licensed Premises for
the purposes of the activities permitted hereunder. Licensee has examined the Licensed
Premises and accepts the Licensed Premises "AS IS" and in its present condition. Licensor
does not make, and hereby expressly disclaims, any and all warranties expressed or implied
regarding the Licensed Premises or any condition thereon, past, present or future, known or
unknown, and regarding the results Licensee will obtain from the activities permitted pursuant to
this License.
8. Notice. Any notice required hereunder shall be in writing and shall be
addressed as follows:
Licensor: Port of Moses Lake
Attn: Director of Real Estate
7810 Andrews St NE, Ste 200
Moses Lake, WA 98837
Licensee: Grant County Solid Waste
124 Enterprise St SE
Ephrata, WA 98823
Such notice or other communication shall for all purposes be treated as being effective or
having been given when actually received or if sent by mail, upon the earlier of actual receipt or
two (2) business days (Saturdays, Sundays and United States Postal Service holidays
excluded) after the same has been deposited in a regularly maintained and serviced receptacle
for the deposit of the United States mail, addressed and postage prepaid. Either party may
change its address for receipt of notices by notice given in the manner provided herein.
9. Miscellaneous,,
9.1 Governing Law. This License shall be interpreted in accordance with,
and governed by, the substantive and procedural law of the State of Washington. The parties
'hereby consent to the jurisdiction of the courts of the State of Washington in Grant County in
resolving any dispute arising under or concerning this License and the parties agree that in any
such action, Venue shall lie exclusively in Grant County, Washington Superior Court and not in
the federal courts of any jurisdiction.
9.2 Attorney's_Fees. If any litigation or arbitration is commenced between the
parties concerning any provision of this License or the rights or duties of any person in relation
thereto, the substantially party prevailing in such litigation or arbitration will be entitled, in
LICENSE AGREEMENT - 3
addition to such other relief as may be granted, to reasonable attorney's fees and expenses
incurred in connection with such litigation or arbitration.
9.3 Subcontracts and Assignment. This License may be freely assigned by
Licensor at any time. Licensee may not assign this License or delegate, assign, or subcontra6t
all, or any part of its duties under this License without the express written con -sent of Licensor, in
its sole discretion.
9.4 Integration. This License constitutes the entire agreement between the
parties pertaining to the subject matter hereof-, supersedes all prior agreements and
understandings, whether oral or written, which the parties may have in connection herewith, and
may not be modified except by written agreement signed by the parties.
9.5 Severability. If any provision of this License is determined by a court of
competent jurisdiction to be void or unenforceable in whole or in part, such determination shall
not affect or impair the enforceability or validity of the remainder of this License.
9.6 Further Assurances. Each party shall do all necessary acts and make,
execute, and deliver such written instruments as shall from time to time be reasonably required
to carry out the term of this License.
9.7 Waiver. Failure of either party at any time or from time to time to enforce
any of the terms of this License shall not be construed to be a waiver of such term or of such
party's right to thereafter enforce each and every provision hereof. No waiver of any term of this
License shall be effective unless made in writing signed by the party against whom any such
waiver is sought to be enforced.
9.8 No Warranties. Licensor makes no warranties pertaining to zoning,
usability or condition (environmental or otherwise) of the Licensed Premises.
9.9 Neutral Authorship. Each of the provisions of this License has been
reviewed and negotiated and represents the combined work product of all parties hereto. No
presumption or other rules of construction which would interpret the provisions of this License in
favor of or against the party preparing the same shall be applicable in connection with the
construction or interpretation of any of the provisions of this License.
9.10 Time of Performance. Time is specifically declared to be of the essence
of this Agreement and of all acts required to be done and performed by the parties hereto.
9.11 No Third•Party Beneficiaries. There are no third -party beneficiaries to this
Agreement.
9.12 Counterparts and Authorifiy. This Agreement may be signed in
counterparts. Each person signing below represents and warrants that they have complete
authority to execute this Agreement.
9.13 Facsimile or Electronic PDF File Transmission. This Agreement and all
subsequent notices or modifications may be executed by the parties and transmitted by
facsimile or electronic transmission of a PDF file and, if so executed and transmitted, this and all
subsequent notices or modifications will be for all purposes as effective as if the Parties had
delivered an executed original.
LICENSE AGREEMENT - 4
10. Termination. Either party may terminate this License upon ten (10) days' prior
w'tten notice.
ri
IN WITNESS WHEREOF, the parties have executed this License as of the date and
year first written above,
LICENSOR:
I AKE, (GRANT
PORT OF MOSES L -1-7k
COUNJ"YPORT ISIS T ISO. 10)
By: Don Kers
Its: Executivet. to
FAFORT OF MOSES LAKE'Real EstatelPaeAlnq Arta Ucensa'iMlg Parking UcanSe Agfe--mvnt—SAW-11,12,19 doe
LICENSE AGREEMENT - 5
LICENSEE:
GRANT OUNTY,
Y:
Its:
ATTEST:
warara J. Vas uof the Boa
Approved as to form:
Rebekah l ylo rOS-- B--- A' #53257
Civil Deputy Prosecuting Attorney
Date:. ?/Zll 12a
BOARD OF COUNTY /C,- (/- -
COMMISSIONERS
GRANT COUNTY, WASHINGTON
Danny ElStone, Chair
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Rob. )Ace -Chair
Cindy Carte'P, Member
1!
EXHIBIT "A"
LICENSED PREMISES
LICENSE AGREEMENT - 6