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HomeMy WebLinkAbout5818rx LICENSE AGREEMENT THIS AGREEMENT is made and entered into as of the 111 day of April, 2018, by and between the CITY OF BREMERTON, a Washington municipal corporation ("City"), and KITSAP PROVISIONS, INC. ("Licensee"). WHEREAS, City is the owner of certain property in the City of Bremerton, Kitsap County, Washington, commonly known as the Louis Mentor Boardwalk, identified in Exhibit A attached hereto and incorporated herein (hereinafter "City Property"); and WHEREAS, Licensee desires to utilize a portion of City Property for restaurant operations associated with the adjacent business located in the building Licensee has leased from the Port of Bremerton for operation of a restaurant; NOW, THEREFORE, in consideration of the mutual benefits to be derived, it is agreed: 1. License and Conditions. City agrees to provide Licensee this non-exclusive license to utilize a portion of City Property upon the following conditions: A. Use: This license is granted to Licensee for the use of a portion of City Property as follows: the outer five feet of the ten feet extending from the Northwest and Southwest building boundary, described in Exhibit B which is attached hereto and incorporated herein ("License Property"), for seating associated with restaurant operations in the adjacent Port of Bremerton building. B. Term: The term of this license shall be for a period commencing April 1, 2018, ("Commencement Date") and ending March 31, 2019, unless otherwise terminated as provided in Section 4 below. C. Payment: In consideration for the granting of this license, Licensee shall pay the City a total of two hundred dollars ($200.00) due and payable prior to Licensee's use of the License Property. D. This license is given only for the above stated purpose. Any extension or modification of the scope of use shall only be in writing. E. Licensee agrees that the License Property will not be used for the above stated purpose on the dates and times described in Exhibit C attached. F. Licensee shall reasonably carry out the uses allowed within the License Property so as not to interfere with the City's use and operation of the License Property. G. Licensee shall maintain the License Property in good and safe condition, shall clean any debris, litter and grease, and shall be responsible for any property damage resulting from its use of the License Property. Licensee shall be responsible for its own property located, maintained or stored on the License Property. License Agreement H. Licensee shall not move, relocate or alter City -owned tables, chairs and trash receptacles located on the Boardwalk. I. Licensee shall provide a barrier, approved by the City, surrounding the License Property to identify and separate the area from the rest of the Boardwalk. J. Licensee shall obtain and maintain all appropriate approvals and permits for its operations, including those from the Washington State Liquor and Cannabis Board, for the duration of this License. K. Licensee shall abide by all applicable local laws, including Bremerton Municipal Code section 13.04.140, which limits Licensee's alcohol sales, service and consumption to beer and wine, and shall ensure that no patron leaves the License Property with alcohol. L. Licensee's restaurant shall be open to all ages of patrons. M. This license is non -assignable. 2. Indemnification. Licensee shall defend, indemnify and hold the City, 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 Licensee's use of the License Property pursuant to this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. Should a court of competent 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 Licensee and the City, its officers, officials, employees, agents and volunteers, the Licensee's liability hereunder shall be only to the extent of the Licensee's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE LICENSEE'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLEY FOR THE PURPOSE 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. 3. Insurance. Licensee shall procure and maintain for the duration of this license, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the operation of this license by Licensee, its agents, representatives, employees, contractors or subcontractors. By the effective date of this License Agreement, Licensee shall provide a Certificate of Insurance evidencing: Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $1,000,000 2 License Agreement aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: liquor liability, blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and employer's liability. Any payment of deductible or self-insured retention is the sole responsibility of Licensee. The City shall be named as an additional insured on the Commercial General Liability insurance policy, with respect to the operation of this license by or on behalf of Licensee, and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of the required insurance policy. Licensee's insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Licensee's insurance shall be primary insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall be an affirmative obligation upon Licensee to advise the City's Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, Attn: Risk Management, 345 6' Street, Suite 400, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. 4. Termination. Either party may terminate this License Agreement at its sole discretion, for convenience or otherwise and for no consideration or damages, with fifteen (15) days written notice. If the City terminates the Agreement, the City shall reimburse the Licensee's fee pursuant to paragraph 1.C., on a pro rata basis, unless the termination is based on a breach of the Agreement by Licensee. 5. Modification. This license may not be modified, altered, or amended unless first approved in writing by the City. 6. Breach. In the event of any alleged breach or threatened breach of this License Agreement by either party, and if City and Licensee are unable to cure the breach or otherwise resolve their dispute, then final resolution of the dispute or claim shall occur solely under the jurisdiction and venue of the Kitsap County Superior Court, and each party shall be responsible for its own legal costs and attorney fees incurred in defending or bringing that claim or lawsuit. 7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors. 3 License Agreement 8. Entire Agreement. This License Agreement contains the entire agreement between the parties and, in executing it, City and Licensee do not rely upon any statement, promise, or representation, whether oral or written, not expressed herein. 9. 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. 10. 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, postage fully prepaid, certified mail, return receipt requested, and addressed to the party to which it is intended at its last known address, or to such other person or address as either party shall designate to the other from time to time in writing forwarded in like manner: City of Bremerton Parks & Recreation Department 680 Lebo Blvd. Bremerton, WA 98310 Attn: Jeff Elevado, Director Kitsap Provisions, Inc. 2485 NE William E. Sutton Rd. Bremerton, WA 98311 Attn: S t -MO kpaLl4S 11. Severability. In the event that one or more provisions of this Agreement shall be determined 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. 12. Counterparts. This license may be executed in two or more counterparts, any of which shall be deemed an original but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, this License Agreement is executed and shall become effective as of the last date signed below. CITY OF B MERTON By: Printed Name: Jeff Elevado Its: Director of Parks and Recreation Date:��Zt�/` Approved as to form: City Attorn KITSAP PRO, I IO , INC. By: Printed Name: 54 -AO SkPPt,UL 1 IJ S Its: Date. License Agreement Louis Mentor Boardwalk Port of Bremerton Building CITY OF BREMERTON MANETTE YACHT CLUB, LLC Louis Mentor Boardwalk License Property Availability 2018 EXHIBIT C The License Property will not be available for use on the following dates and times due to scheduled events. Date Time 9/1/18 10:00 a.m.-7:00 p.m. 9/2/18 10:00 a.m.-6:00 p.m. 9/3/18 10:00 a.m.-6:00 p.m. Event Blackberry Festival Blackberry Festival Blackberry Festival The following events are scheduled for the Boardwalk that may allow use of the license property depending on event organizers requirements: 5/3-5/5/18 8:00 a.m.-5:00 p.m. 5/26 & 27/18 8:00 a.m.-6:00 p.m. 7/7/18 2:00-10:00 p.m. 7/14/18 2:00-10:00 p.m. 7/20/18 4:00-9:00 p.m. 7/21/18 12 Noon -6:30 p.m. 7/28/18 2:00-10:00 p.m. 8/4/18 2:00-10:00 p.m. 8/11/18 2:00-10:00 p.m. 8/18/18 2:00-10:00 p.m. 8/25/18 2:00-10:00 p.m. Trawler Festival Kitsap Harbor Festival Rock the Dock Concert Rock the Dock Concert Bremerton Summer Brewfest Bremerton Summer Brewfest Rock the Dock Concert Rock the Dock Concert Rock the Dock Concert Rock the Dock Concert Rock the Dock Concert