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HomeMy WebLinkAbout4734 Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: Comments: 4734 CONVERGENCE TECHNOLOGIES INC License - Telecomm Cabinet - 405 Washington Avenue Econ Devel LEG 12-1 06/23/2008 05/18/2018 04/01/2018 LICENSE AGREEMENT AGREEMENT made and entered into as of the ''Z..3 r<day of June, 2008, by and between the CITY OF BREMERTON, a Washington municipal corporation ("Grantor"), and Convergence Technologies, Inc., a Washington corporation ("Grantee"). RECIT ALS: WHEREAS, Grantor is the owner of certain real property in the City of Bremcl10n, Kitsap County, Washington, commonly known as the City Parking Garage, legally described on Exhibit A attached hereto and by this reference made a part hereof (hereinafter "City Property"). WHEREAS, Grantor is in the process of vacating the alley behind the old city hall building on 4th street necessitating the relocation of utilities, and WHEREAS, Grantee desires to utilize a portion of City Property for the installation of a 4 foot by 4 foot by 24 inch wall mounted telecommunications cabinet to serve its business and Grantor is willing to grant a license therefor in exchange for relocation of its utilities in the alley to be vacated. NOW, THEREFORE, in consideration of the mutual benefits to be derived herefrom, it is agreed: 1. INCORPORA TION OF RECITALS: The foregoing Recitals are incorporated herein by this reference and made a part hereof. 2. GRANT OF LICENSE: Grantor hereby grants and conveys to Grantee, its successors and assigns a non-exclusive license for the construction, installation, operation, inspection, maintenance, repair, replacement and removal of a wall mounted telecommunications cabinet, subject to the approval of Grantor, on the 4th floor of the City Property (hereinafter the "License Property"); TOGETHER WITH rights and privileges to install appurtenant wiring and equipment related or incidental thereto; and TOGETHER WITH all rights and privileges of access to the telecommunications cabinet necessary or convenient for the full enjoyment and use thereof for the above-mentioned purposes ("Improvements"). 3. TERM OF LICENSE: The term of this license shall be for ten years commencing June 1, 2008, ("Commencement Date") and ending May 31, 2018, unless otherwise terminated. 4. GRANTOR'S USE RESTRICTIONS: Grantor, for itself and its successors and assigns, covenants as follows: (a) Grantor shall not use the License Property in any manner that might interfere with Grantee's use, occupation and enjoyment of the License Property for the purposes hereof. Page 1 of 6 (b) Grantor covenants that no building, structure, improvement or obstruction shall be located or constructed on the License Property which interferes with Grantee's use of the License Property for the purpose intended. 5. CONSTRUCTION COVENANT: Grantee, for itself and its successors and assigns, covenants and agrees to construct and install the Improvements pursuant to applicable city ordinances, rules and regulations, at its sole cost and expense. Prior to Grantee commencing any construction and installation of Improvements, Grantee shall submit to the Grantor the plans and specifications. Construction and installation shall not commence until the Grantor has approved those plans and specifications in writing. 6. MAINTENANCE COVENANT: Grantee shall maintain and repair the Improvements installed on the License Property to the same standards as originally installed and accepted at its sole cost and expense. In the event that Grantor reasonably determines that Grantee has failed to so maintain and repair such Improvements, the Grantor reserves the right, but not the obligation, to perform such maintenance and repair upon Grantee's failure to do so after thirty (30) days prior written notice therefor from Grantor unless Grantee is diligently pursuing such maintenance or repair. If Grantor undertakes such maintenance and repair, Grantee shall reimburse Grantor the costs and expenses incurred within thirty (30) days after receipt of Grantor's invoice(s) and demand therefor. 7. TERMINATION OF LICENSE: The License granted shall terminate upon expiration of the term hereof unless earlier terminated as follows: (a) In the event Grantee fails to observe or perform any of the covenants, conditions, or provisions of this License to be observed or performed by Grantee where such failure shall continue for a period of thirty (30) days after written notice thereof by Grantor to Grantee, Grantor may, at any time thereafter, terminate this License by written notice to Grantee. Grantor may also seek any other remedy provided by law. (b) Grantor may terminate this License as deemed necessary by Grantor, for convenience and for no consideration or damages, should the City Property be sold, redeveloped or remodeled or for other reasons, upon the determination of Grantor, at its sole discretion, that the License interferes with the Grantor's use of the City Property. 8. INDEMNIFICA TION: Grantee shall defend, indemnify and hold the Grantor, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Grantee's use of the License Property pursuant to this Agreement, except for that portion of the injuries and damages caused by the Grantor's negligence. The Grantor's inspection or acceptance of any of Grantee's work when completed shall not be grounds to avoid any of these covenants of indemnitication. Page 2 of 6 Should a court of compctent jurisdiction determine that this Agreement is subject to RCW 4.24.115, 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 the Grantee and the Grantor, its officers, officials, employees, agents and volunteers, the Grantee's liability hercundcr shall be only to the extent of the Grantec's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICA nON PROVIDED HEREIN CONSTITUTES THE GRANTEE'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. 9. MISCELLANEOUS PROVISIONS: The following provisions apply to this Agreement: (a) Governing law and Venue. This Agreement shall be construed and interpreted pursuant to Washington law and any controversy or interpretation hereof shall be by the state courts of Washington with venue in Kitsap County, Washington. The captions throughout this Agreement are for convenience and reference only and the words contained in them shall not be held to expand, modify, amplifY or aid in the interpretation, construction or meaning of this Agreement. Any reference herein to "days" means consecutive calendar days. If the last day of any time period or any other specified date occurs on a day when the recording office of Kit sap County is closed, such time period or date shall be extended to the next day such recording office is open. (b) Binding Effect. This Agreement shall be binding upon and inure to tne benefit of the parties hereto and their respective successors and assigns. (c) Entire Agreement. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof. All prior negotiations, agreements, representations, warranties or other matters of like or any other nature shall be of no further force or effect and are superseded by this Agreement. (d) Course of Dealing. Notwithstanding any course of dealing to the contrary, this Agreement shall not be amended or modified in any manner other than by an instrument in writing, signed by the parties. ( e) Non- Waiver. Waiver of a breach of any provision hereof shall not be deemed to be a waiver of a breach of any other provision or a subsequent breach of the same proVISIon. (f) Notices. Any notice desired or required to be given hereunder shall be in writing, and shall be deemed received three days after deposit with the U.S. Postal Service, Page 3 of 6 postage fully prepaid, ceI1ified mail, retUl11 receipt requested, and addressed to the party to which it is intended at its last known address. (g) Counterparts. This Agreement may, but need not be, executed in one or more counterparts, all of which counterparts taken as a whole shall be deemed the entire Agreement. (h) Severability. In the event that one or more provisions of this Agreement shall be dete1111ined to be invalid by any court of competent jurisdiction or agency having jurisdiction thereof, the remainder of the Agreement shall remain in full force and effect and the invalid provisions shall be deemed deleted. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed as of the day and year first above written. GRANTEE: CONVERGENCE TECHNOLOGIES, INC. DATE: &/~ /D~ I I BY:~~t-<~ Pre Ide t DATE: ~ 2 ,'20(';,8' BY: Mayor ~;~~ City Attorney -s- R:\Legal\Legal\Forms\Real Estate\Parking Garage License Agreement.doc Page 4 of 6 STATE OF WASHINGTON) ) ss. COUNTY OF KITSAP ) On thiS~y of J.u ~ ,2008, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and swom, personally appeared Cary Bozeman, to me known to be the Mayor of the CITY OF BREMERTON, a Washington municipal corporation, and that he executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of the said municipal corporation, for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute the said instrument. WITNESS myJ)P:J1d and official seal hereto affixed the day and year first above written. ------~\:'c ",." ~ /,' 1':. " , S "'> ~ ',-..v'" C c..SIOI\ " a I~.. ....." ~ 0 \~,'-' . l.:-.-t..)~' \' -r: '\ .^'oo~o~C-':,~ ,~J..~~5~.. V ~ t~ J...P ~ o ,,~. -{; "I_'J NOTARY PUBLIC m and for the J>:' "U8'.<' .:~ State ofwas~on ?Ji ~ c;... ,,' .',_, \" _,'''' .~';' . . '5'> " 0' '0" '0' /~- Resldmg at ~ It IC' _ 0 Q (l (" .\..::) {\",?,c Wf.\Sv.>""'-9 My commission expires: c!l.. -18. / I ,\.~>::::..~-::. PrintName:~'('}Il~ V SINewl STATE OF WASHINGTON) COUNTY OF KITSAP ) ss. ) On this _ day of , 2008, before me, the undersigned, a Notary Public m and for the State of Washington, duly commissioned and sworn, personally appeared , to me known to be the President of Convergence Technologies, Inc., a Washington corporation, and that they executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of the said corporation, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the said instrument. WITNESS my hand and official seal hereto affixed the day and year first above written. ~o~ /~ t>L, . NOTARY~LIC'in t e Stat~ ?fWashington.d._ ~ Resldmg at ~~ My commission expires: f-i-t)f Print Name: '7TlJ{ollfY S, ()Ul.6LEY Page 5 of 6 EXHIBIT A City Property Legal Description Page 6 of 6 . Kitspp County Assessor's Tax Description Page 1 of 1 Tax Description Tax Account No. 13 718-006-018-0004 Process No. 111426717 Situs Address 11405 WASHINGTON AVE BREMERTON LOTS 18 TO 25, BLOCK 6, BREMERTON, AS RECORDED IN VOLUME 2 OF PLATS, PAGE 30, RECORDS OF KITSAP COUNTY, WASHINGTON. [ close this window http://kcwppub2.co.kitsap.wa.us/pls/ilisw/online_lis _info _pkg.tax_desc?p __in_ rp _ acct_id= 1... 6/4/2008 CONVTEC-01 SERF01 ,a► 0 CERTIFICATE OF LIABILITY INSURANCE DATEIM 11 /8/202YYY) 2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(!es) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Krystal Edwards Fournier 5712 Orchard St. W. (A/c, No, Ext): (253HONE ) 330-8955 (AAic, No):(253) 473=5363 University Place, WA 98467 a DRRESS. krystale@fournierinsurance.com INSURED Convergence Technologies, Inc. PO Box 2307 Bremerton, WA 98310-2307 COVERAGES CERTIFICATE Nt1MRER� INSURER F CIi pG\/IQIrIAI NIlT11QGC� THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR BKS57503678 10/14/2023 10/14/2024 EACH OCCURRENCE $ 13000,000 DAMAGETO ENTuDnce PREMaMED $ 13000,000 EXP (Any oneperson) $ 151000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,0001000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PpeT LOC PRODUCTS-COMP/OPAGG 21000,000 $ A OTHER: AUTOMOBILE LIABILITY EO NI'N DtSINGLE LIMIT $ $ 11000,000 BODILY INJURY Perperson) $ ANY AUTO OWNED SAUTOS CHEDULED OWNS ONLY JX SCHEDULALT OS ONLY AUTOS ONLY BAS57664008 12/1/2023 12/1/2024 BODILY INJURY Per accident $ (PROPERTYdDAMAGE $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ PER OTH- STATUTE ER $ A DED I I RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ Mandatory in (f yedescribe under Is, N / A BKS57503678 10/14/2023 10/14/2024 E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ uESCRIP1 ION Or OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Operations of the named insured NOU,I„ ' .ii'✓ i 1, if;ClC`.f 1(,i r SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Bremerton THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 345 6th St Ste 600 ACCORDANCE WITH THE POLICY PROVISIONS. Bremerton, WA 98337 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD