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HomeMy WebLinkAbout042715_ca20Consent Agenda Regular Agenda JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of Commissioners Philip Morley, County Administrator FROM: Su Tipton DATE: April 27, 2015 RE: Rental Agreement for Marina Room in Point Hudson STATEMENT OF ISSUE: The Marina Room will accommodate larger classes, handicap accessible, this lease will allow WSU to hold meetings and classes to 100 times during this lease term. ANALYSIS: Rental of this meeting room meets Disabled Access for all public meetings, the Marina Room is larger and can hold classes and meetings larger than 25 participants (currently Madrona Room at the Cupola House holds 20 participants and is not able to accommodate disabled persons. FISCAL IMPACT: $2000.00 lease from May 1, 2015 through April 30.2014p RECOMMENDATION: Recommend that the Commissioners please sign this agreement. DEPARTMENT CONTACT: Su Tipton, 360.379.5610 ext. 206 REVIEWED BY: l :c 1 -f Philip Morley, Coo y Administiator Date PORT OF PORT TOWNSEND License Agreement This License Agreement (the "Agreement') is entered into as of the 10th day of April, 2015, by and between the PORT OF PORT TOWNSEND and JEFFERSON COUNTY, a Washington Municipal Corporation on behalf of Jefferson County Extension (the "Licensee ") which operates under an Interagency Agreement between the County and Washington State University. Recitals A. Licensee (Jefferson County Extension) operates under an Interagency Agreement between Jefferson County and Washington State University. In connection therewith, the Licensee wishes to use Port land and improvements (i.e., the Point Hudson Marina Room) located on property owned by the Port shown on the attached Exhibit "A" in its "as is" condition, as classroom space for its educational programs. B. Licensee desires to obtain a license from the Port, and the Port desires to grant such license, for the use of the Point Hudson Marina Room as classroom space for Licensee's educational programs, on the terms and conditions set forth herein. C. Good and valuable consideration supports this License Agreement, specifically payment of funds to the Port and the availability of a meeting room for WSU Extension. Agreement NOW, THEREFORE, the parties agree as follows: 1. Grant of License. The Port hereby grants to Licensee, and Licensee hereby accepts, a non- exclusive right and privilege, for the term set forth herein, to use the premises to conduct classes and educational programs on the premises described on Exhibit "A" attached hereto and by this reference incorporated herein (the "Premises "). 2. Term. The term of this Agreement shall commence on May 1, 2015, and end on April 30, 2016. During such period, Licensee's use of the Premises shall be limited to the purposes set forth herein. Notwithstanding the foregoing, either party may terminate this Agreement as provided in Section 8, below. This Agreement may be renewed annually. 3. License Fee. Licensee agrees to pay a fee of Two Thousand Dollars ($2,000.00) for its non- exclusive use of the premises, payable immediately upon execution of this License Agreement. 4. Costs and Expenses. Licensee shall be responsible for payment of all costs and expenses incurred in connection with its operations under this Agreement. Licensee shall obtain all permits PORT OF PT /WSU EXTENSION LICENSE AGREEMENT required for its activities, shall supply all equipment and supplies necessary or desirable for its activities, and shall hire and be responsible for any employees. 5. No Authority. The parties acknowledge and agree that this Agreement does not create a partnership or joint venture between the parties, nor is this Agreement to be deemed to create any agency relationship or appoint Licensee as the Port's agent except as may be expressly provided herein. Licensee shall not have any right to bind the Port except as the Port may specifically agree in writing. All activities of the Licensee hereunder shall be conducted solely in the Licensee's name. 6. Insurance. 6.1 Licensee shall, at Licensee's sole expense, furnish and keep in force at all times during the term of this Agreement at lease the following minimum insurance coverage with deductible amounts and other terms satisfactory to the Port: Comprehensive General Liability Insurance covering personal injury and property damage to a combined single limit in an amount not less than One Million Dollars ($1,000,000). 6.2 Licensee shall provide certificates evidencing such insurance acceptable to the Port before commencing activities under this Agreement. 6.3 The Licensee's coverage for third party liability claims provided to it by its' membership in a "Risk Pool" authorized by Ch. 48.62 RCW shall be secondary to and non- contributory with respect to any insurance or self- insurance maintained by the Port. 6.4 The Port shall provide the Licensee with proof of property damage (hazard) insurance with a coverage cap of not less than $1,000,000 and shall keep such insurance policy in effect during the term of this License Agreement. 7. Indemnity. Licensee shall indemnify the Port against, and save and hold the Port harmless from, any and all liability, claims, demands, damages and costs of every kind and nature including injury to or death of any and all persons, including without limitation employees or agents of the Port or of Licensee or Licensee's subcontractors, and for damage, destruction, or loss to, or of any and all property, real or personal, including without limitation, property of the indemnified party or of any other person or persons, resulting from or in any manner arising out of or in connection with the Licensee's use of the Premises for educational programs. Licensee shall also, upon request by the Port, and at no expense to the Port, and with attorneys acceptable to the Port, defend the Port in any and all suits concerning such liability, claims, demands, damages and costs, injury to or death of any and all persons, and concerning such damage, destruction or loss, to or of any and all property, real or personal, including without limitation, suits by employees or representatives of Licensee. 8. Termination. 8.1 Termination for Cause. a. By Either Party. Either party may terminate this Agreement upon written notice if the other party breaches any material term, condition, or covenant of this Agreement and such party fails to cure any such breach within ten (10) business days of notice of occurrence of such breach or if the breach cannot of its nature be cured within such ten (10) business day period, to commence proceeding in good PORT OF PT /WSU EXTENSION LICENSE AGREEMENT 2 faith to remedy such breach within such ten (10) business day period and to thereafter diligently prosecute such proceedings in good faith until the breach is remedied (such termination to be in addition to any other remedies the party may have). b. By the Port. In the unlikely event that a regulatory agency or a licensed civil engineer concludes that the Premises are unsafe for the licensed and intended use, this Agreement may be terminated immediately by the Port, with concurrent notice of such termination provided to the Licensee. 8.2 Termination for Convenience. Either party may terminate this Agreement at any time for its convenience upon ten (10) business days' prior written notice to the other. 9. Access — Scheduling Use of Premises. 9.1 Access to Premises. This Agreement does not convey to Licensee any right, title or interest in or to the Premises, except that Licensee shall have, and is hereby granted, a non - exclusive license to enter upon and occupy the Premises for the purposes of the activities permitted hereunder. Licensee has examined the Premises and accepts the Premises "AS IS" and in its present condition. The Port does not make, and hereby expressly disclaims, any and all warranties expressed or implied regarding the Premises or any condition thereon, past, present or future, known or unknown. 9.2 Scheduling Use of Premises. The Port will maintain, update and post a business of all scheduled events occurring on the Premises for the following month. Licensee will coordinate with Point Hudson Moorage Staff to arrange and schedule its use of the Premises on a monthly basis. 10. Compliance with Regulations /All Laws. Licensee agrees to comply with all applicable Rules, Regulations and Procedures of the Port now in existence or hereafter promulgated for the general health, welfare, safety and convenience of the Port, its' various tenants, invitees, licensees and the general public. Licensee further agrees to comply with all applicable federal, state and municipal laws, ordinances and regulations, including, without limitation, those relating to environmental matters, and to indemnify the Port for any liability, damages, costs or fees incurred by the Port for any liability, damages, costs or fees incurred by the Port due to the Licensee's failure to comply with the requirements of this section. Costs and fees shall include all direct and indirect costs and professional fees, including engineering and attorney's fees. Any fees for any federal, state or local inspections and /or certificates requires for Licensee's activities shall be paid by the Licensee. PORT Of PT /WSU EXTENSION LICENSE AGREEMENT 11. Notices. All notices required under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, postage prepaid to: To the Port: THE PORT OF PORT TOWNSEND P.O. Box 1180 Port Townsend, Washington 98368 Phone: (360) 385 -0656 To the Licensee: JEFFERSON COUNTY EXTENSION 380 Jefferson Street Port Townsend, WA 98368 Phone: (360) 379 -5610 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 U.S. Postal Service holidays excluded) after the same has been deposited in a regularly maintained and serviced receptacle for the deposit of the U.S. mail, addressed and postage prepaid. Either party may change its address for receipt of notices by notice given in the manner provided herein. 12. Governing Law. This Agreement 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 Jefferson County in resolving any dispute arising under or concerning this Agreement. 13. Attorney's Fees. If any litigation or arbitration is commenced between the parties concerning any provision of this Agreement or the rights and duties of any person in relation thereto, then each party shall be solely responsible for the attorney's fees and expenses it incurred in connection with such litigation or arbitration. 14. Subcontracts and Assignment. Neither party may assign this Agreement or delegate, assign, or subcontract all, or any part of its duties under this Agreement without the express written consent of the other party. 15. Integration. This Agreement 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. PORT OF PT /WSU EXTENSION LICENSE AGREEMENT 16. SeverabilitY. If any provision of this Agreement 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 Agreement. 17. Waiver. Failure of either party at any time or from time to time to enforce any of the terms of this Agreement 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 Agreement shall be effective unless made in a writing signed by the party against whom any such waiver is sought to be enforced. 18. Authorization. The execution of this Agreement and the performance hereunder of each signatory have been duly and validly authorized. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first written above. LICENSEE ` m only � 1)gls r,., i! David Alvarez, Chief Civil LPA ATTEST: PORT OF PORT TOWNSEND APPROVED AS TO FORM Larry Crockett, Executive Director Port Attorney PORT OF PT /WSU EXTENSION LICENSE AGREEMENT