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HomeMy WebLinkAboutCAG2022-339 - Original - Viking Avenue Investments, LLC - Poulsbo RV Property Site Improvements - 08/11/2022CAG2022-339 LIMITED LICENSE BETWEEN THE CITY OF KENT AND VTKING AVENUE TNVESTMENTS, LLC PARTIES THIS LIMITED LICENSE ("License") is between the CITY OF KENT, a Washington Municipal Corporation ("City"), and Vikinq Avenue Xnvestments, LLC, a Washinqton limited liabilitv companv, ("Licensee"). RECITALS 1. Licensee owns land located in the City of Kent known as King County Tax Parcel No. 1522049109 (the "Poulsbo RV Property"). 2. Licensee leases the Poulsbo RV Property to Poulsbo RV, Inc., which operates a recreational vehicle sales and maintenance facility on the Poulsbo RV Property, 3, Licensee seeks to install parking and associated site improvements in the City right-of-way adjacent to the Poulsbo RV Property in the City of Kent. 4. Licensee has requested that the City grant a license to use City right- of-way to install parking and associated site improvements within the City. 5, The City has agreed to issue this license. NOW, THEREFORE, THE CITY AND LICENSEE AGREE AS FOLLOWS: LICENSE 1. License Granted. The City grants this License ("License") commencing on the Effective Date and continuing for so long as Poulsbo RV, Inc. or a comparable recreational vehicle sales and maintenance facility is located on the Poulsbo RV Propefty and is conducting such sales and maintenance activities (the "Term") for Licensee to install and use parking and associated site improvements across, along, in, upon, and under the City's right-of-way described in Exhibit A (the "License Property"). City and Licensee agree that this License shall remain in effect unless and until terminated as provided in Section 3 of this License. A general description of the plans and specifications for the Poulsbo RV Property and the License Property entitled "Poulsbo RV Kent Onsite Improvements" prepared by Barghausen Consulting Engineers, Inc, is attached as Exhibit B ("Improvements"). This License is subject to all the terms and conditions established below. 2. Damage to Property and Restoration. Licensee shall repair any LIMITED LICENSE--Page 1 of 10 damage to the Property caused by the installation, construction, operation, maintenance/ removal, repair, reconstruction, replacement, use, and inspection of the Improvements on the Property. Upon revocation, termination, or expiration of this License, Licensee shall restore the Property to its original condition prior to the issuance of the License. Such restoration obligation shall survive the expiration of this License, 3. Revocation and Termination. The intent of this License is to authorize Licensee to install parking and associated site improvements as depicted on Exhibit B on the designated City right-of-way, which right-of-way constitutes a valuable property interest owned by the City. This License does not grant an estate in the land described as the License Property; it is not an easement; it is not a franchise; it is not exclusive; and it does not exclude the City from full possession of the Property. The City may terminate this License only if and when Licensee, Poulsbo RV, Inc., or its successors or assigns, ceases to conduct primarily recreational vehicle sales and maintenance services on the Poulsbo RV Property. However, prior to termination or revocation by the City, the City shall provide Licensee with at least ninety (90) calendar days' written notice of termination or revocation. Upon receipt of such notice from the City, Licensee is required to remove all Improvements and restore the Property pursuant to Section 2. If Licensee fails to remove the Improvements within the allotted time, the City may remove all or part of the Improvements, restore the Property, and recover the costs of such removal and restoration from Licensee or its successors and assigns. Licensee, for itself and any successors or assigns, waives any right it may have to any claim for damages of any kind incurred as a result of the City's revocation of this License and removal of all or part of the Improvements. 4. Permits Required, The City's grant of this License does not release Licensee from any of its obligations to obtain applicable local, state, and federal permits necessary to install, construct, operate, maintain, remove, repair, reconstruct, replace, use, and inspect the Improvements. Licensee's failure to comply with this Section 4 shall constitute grounds for immediate revocation by the City. 5. Maintenance. Licensee shall maintain the Improvements and the License Property in a clean, well-kept, orderly condition to the satisfaction of the City. Licensee shall promptly make repairs at Licensee's cost, as necessary, to ensure the Improvements and License Property are kept in good and safe condition to the satisfaction of the City. 6. Emergency. In the event of any emergency in which any portion of the Improvements breaks, becomes damaged, or in any other way becomes an immediate danger to the property, life, health, or safety of any individual, Licensee shall immediately take the proper emergency measures to remedy the dangerous condition without first applying for and obtaining a permit as required by this License. LIMITED LICENSE--Page 2 of 10 However, this emergency work shall not relieve Licensee from its obligation to obtain all permits necessary for this purpose, and Licensee shall apply for those permits within the next two (2) succeeding business days. 7. Indemnification. Licensee shall i ndemnification requirements : comply with the following 7,L Licensee shall defend, indemnify, and hold the City, its officers, officials, employees, agents, assigns, and volunteers harmless from any and all claims, actions, injuries, damages, losses, or suits, including all reasonable legal costs, witness fees, and attorney fees, arising out of or in connection with the pefformance of any of Licensee's rights or obligations granted by this License, except to the extent caused by the sole negligence of the City, its employees, agents, contractors, or invitees. 7.2 The City's inspection or acceptance of any of Licensee's work when completed shall not be grounds to avoid any of these covenants of indemnification. 7.3 These indemnification obligations shall extend to any claim, action or suit that may be settled by compromise, provided that Licensee shall not be liable to indemnify the City for any settlement agreed upon without the consent of Licensee; however, if Licensee consents to the agreed upon settlement, the Licensee shall indemnify and hold the City harmless as provided for in this Section 7 by reason of that settlement. Moreover, if Licensee refuses to defend the City against claims by third parties, Licensee shall indemnify the City regardless of whether the settlement of such claims is made with or without Licensee's consent. 7.4 In the event that Licensee refuses to accept tender of defense in any claim, action, or suit by a third party pursuant to this Section 7 and if Licensee's refusal is subsequently determined by a court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter) to have been a wrongful refusal, then Licensee shall pay all the City's costs for defense of the action, including all reasonable legal costs, witness fees, and attorney fees and also including the City's costs, including all legal costs, witness fees and reasonable attorney fees, for recovery under this Section 7 indemnification clause. 7,5 The provisions of this Section 7 shall survive the expiration or termination of this License. 8. Insurance. Licensee shall procure and maintain for the duration of this License, insurance of the types and in the amounts described below against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the work by Licensee. Licensee also agrees to require the same coverage of its agents, representatives, employees, contractors, LIMITED LICENSE--Page 3 of 10 subcontractors, consultants, subconsultants, or assigns performing work under the scope of this License and to assure that such coverage is maintained. 8,1 Before beginning work on the project described in this License, Licensee shall provide a Certificate of Insuranse evidencing: 8.1.1 Autgmobile ljability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 8.1.2 Commercial General Liability insurance written on an occurrence basis with limits no less than $2,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU); and employer's liability. 8.1.3 Excess Liability insurance with limits not less than $2,000,000 per occurrence and aggregate. 8.2 Any payment of deductible or self-insured retention shall be the sole responsibility of Licensee. 8.3 The City, its officers, officials, employees, agents, assigns and volunteers shall be named as an additional insured on the insurance policy, as respects work performed by or on behalf of the Licensee and shall make its endorsement available for inspection by the Licensor. Licensor waives no rights and Licensee is not excused from performance if Licensee fails to provide Licensor with a paper copy of the endorsement naming the City as an additional insured. 8.4 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. 8.5 Licensee's insurance shall be primary insurance as respects the City, and the City shall be given thirty (30) calendar days prior written notice electronically and by United States mail of any cancellation, suspension or material change in coverage. 9. Modification. This License may not be modified, altered, or amended unless first approved in writing by the City. 1O. Assignment. Licensee shall not assign all or any portion of its rights, benefits, or privileges, in and under this License without prior written approval of the City, which approval will not be unreasonably withheld or delayed. Licensee shall, no LIMITED LICENSE--Page 4 of 10 later than thirty (30) days prior to the date of any proposed assignment, file written notice of lntent to assign the License with the City together with the assignee's written acceptance of all terms and conditions of the License and promise of compliance. Notwithstanding the foregoing, Licensee shall have the right, without such notice or such written acceptance, to mortgage its rights, benefits, and privileges in and under this License to the trustee for its bondholders and assign to any subsidiary, parent, affiliate or company having common control with Licensee so long as notice of same is provided to the City and provided Licensee remains fully liable to the City for compliance with all terms and conditions of this license until such time as the City shall consent to such assignment as provided above. Regardless of any assignment by Licensee, or succession of Licensee, the License shall remain subject to revocation and termination as provided in Section 3 above. 11. Compliance with Laws. Licensee shall comply with all federal, state, and municipal laws, rules, and regulations that are applicable to this License. 12. Venue and furisdiction. This License shall be construed in accordance with the laws of the State of Washington. Venue and jurisdiction for the resolution of disputes shall be in the Superior Court for King County, Washington, In the event of claim or litigation regarding the enforcement of the terms of this License, each party shall be responsible for its own legal costs and attorney fees except as noted in Section 7. 13. Notices. All notices, requests, demands, or other communications provided for in this License, unless otherwise noted, shall be in writing and shall be deemed to have been given when sent by registered or certified mail, return receipt requested, to the addresses listed below for each party, or to such other person or address as either party shall designate to the other party in writing: CITY:LICENSEE: City of Kent Attn: City Clerk 220 Fourth Avenue South Kent, WA 98032 Viking Avenue Investments LLC, a Washington limited liability company 23031 Military Rd S Kent, WA 98032 L4. No Waiver of Rights. Nothing in this License shall constitute a waiver of either party's right to challenge any portion of the License that is not in accordance with applicable federal, state and local laws. 15. Entire Agreement and Effective Date. This License contains the entire agreement between the parties and, in executing it, the City and Licensee do LIMITED LICENSE--Page 5 of 10 not rely upon any statement, promise, or representation, whether oral or written, not expressed in this License. This License shall be effective upon the last day executed below (Effective Date). 16. Warranty of Authority to Execute, Each person executing this License warrants that he/she has the requisite authority to bind the party for whom that person is executlng. LIMITED LICENSE--Page 6 of 10 below. This License is executed and shall become effective as of the last date signed CITY OF KENT LICENSEE Viking Avenue Investments LLC, a Washington limited liability company By .t By: Prin Its: t Name: Dana loh Print Name Date:Date: Its LIMITED LICENSE--Page 7 of 10 STATE OF WASHINGTON ) COUNTY OF KING ss ) I hereby certify that I know or have satisfactory evidence that Dana Ralph is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she is authorized to execute the instrument on behalf of the City of Kent as its Mayor, and such execution to be the free and voluntary act of such party for the uses and purposes mentioned in the foregoing instrument. -Notary Seal Must Appear Within Thls Box- IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and r first above written\\\tl tt lpA h PUBLIC, in d for S ngton, residing at intment expires LIMITED LICENSE--Page B of 10 STATE OF WASHINGTON ) couNrY oF KrNG ; tt' I hereby certify that I know or have satisfactory evidence that RichGfd hlOlOZUf& is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she is authorized to execute the instrument on behalf of liability company as its and such execution to be the free and voluntary act of such party fo foregoing instrument. uses and purposes mentioned in the -Notary Seal Must Appear Within This Box- IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. tlJ? NOTARY PUBLIC, in and of Washington, residing My appointment expires for the State o at WA ttttttt0lgrG LIMITED LICENSE--Page 9 of 10 EXHIBIT'A' LEGAL DESCRIPTION OF RIGHT OF WAY CONVEYANCE (vlKING AVENUE TNVESTMENTS, LLC) Being a strip of land which is a portion of the parcel described in the Statutory Warranty Deed recorded under Auditor's File No. (AFN) 20180806000986, situated in the Southwest Quarter of the Northwest Quarter of Section 15, Township 22 North, Range 4 East, W.M., City of Kent, King County, Washington, and lying northeasterly of the following described line: Commencing at the West Quarter Corner of said Section 15; Thence 589'51'27"E along the East-West centerline of said section a distance of 790.64 feet to a point on a line parallel with and 47.00 feet southwesterly of (as measured perpendicularly to) the centerline of Military Road S.; Thence N24"44'A5"W along said parallel line a distance of 330,61feet to the south boundary line of said statutory warranty deed parcel; Thence continuing N24"44'A5" W along said parallel line a distance of L97.65 feet to the north boundary line of said parcel and the terminus of this line description. Contains 988 square feet (0.023 acre). 3t22/2022 20762 - POULSEo RV 20762t.002 - MWD MARCH 22, 2022 38970 tleN9 EXHIBIT B g VIKING AVENUE INVESTMENTS, LLC PTN. SW1/4 NWl/4 6EC,15 T22N R4E, WM, 1f.51' CITY OF KENT, KING COUNTY, WA 50'99' coNVEYANcE AREA coNTAtNS 988 SF (0,023 AC) R.1452.69' 1.2,16.96'I I I l @q! N Itrl $ ".ssfr/4 l{frl rt oa!!5oc I qJKGN COR}{ER t5 s8y6t27'"E 790.61' PROPOSED f.s.o.o.r. t002056 LLC s,1|l/1|{tril2r 182.55' 10020J6 LLC u.l1' 'Yr oro' PARCTL rLc AFh 2olEoEo6ooo9s6 VriltNc Av[[uE l}fvEslHEl{rs, rLc r- plnc[L'B' ArN 2oo.{t021002056 Mu-nAnr noAo rlwcsTVEhrs, rlc SCAtEi H)R\Z)NTAL 1"=200' VERq?AL N/A 20782 JOB CITY OF KENT For: 7621,002,DOCBarghausen Consultlng Engineers, lnc. 'lg2l5 72nd Avenue South Kent,W g)32 425251,6i122 berghausen.oom RIGHT OF WAY DEDICATION Tltla:SHEET