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HomeMy WebLinkAbout10-096 - Cenveo Corporation - 480 Andover Park East Building Lease (for Fire Department Training) 10-096 Council Approval N/A LICENSE AND INDEMNIFICATION AGREEMENT THIS LICENSE AND INDEMNIFICATION AGREEMENT (the "Agreement is dated this rday of September 2010, by and between Cenveo Corporation, a Delaware Corporation (the "Licensor and k bpi Cc, (the "Licensee RECITALS A. Licensor leases that certain real property located at 480 Andover Park East, Tukwila, WA (the "Property B. Licensee desires to use the Property for the following purpose: Fire Department Training, including, but not limited to, exterior construction of emergency building shores for a fire department hosted regional training exercise. (the "Activity C. Licensor is willing to allow Licensee to temporarily use the Property for the purpose of engaging in the Activity, subject to the terms and conditions set forth herein. D. Licensor warrants that the terms of their lease for the Property "Master Lease permit the Licensor to enter into this Agreement with Licensee; that the terms of this Agreement fully comply with the terms of the Master Lease; and that the Activity is permissible under the terms of the Master Lease. NOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows: ARTICLE I License of Property 1.1 Grant of License. Licensor hereby grants to the Licensee and to Licensee's officers, directors, members, employees and agents a non exclusive, revocable license (the "License to enter upon the Property and for the purpose of engaging in the Activity on October 4, 2010, October 5, 2010, and October 6, 2010. 1.2. Scone of License. The License is solely and exclusively for the purpose of engaging in the Activity, and such activities reasonably incidental to the Activity; provided, however, the Licensee shall not alter or destroy any furniture, fixtures or equipment of Licensor; alter or destroy any improvements on the Property, or the Property itself; improve the Property; or in any other way alter the condition of the Property such that the alteration may remain after engaging in the Activity. Moreover, Licensee acknowledges and agrees that at no time shall alcohol be sold or otherwise provided at the Property, nor shall any firearms be present. 1.3. Release and Indemnification. The Licensee hereby assumes full responsibility for the risk of any injuries or damages to person or property on or off the Property arising as a result of or in connection with any activities conducted by the Licensee, or by any of its agents, servants, invitees or employees, on the Property. The Licensee hereby releases, and agrees to 6 4) a ext {00106789 1} indemnify, defend and hold harmless, the Licensor, its parents, its affiliates and subsidiaries, and each of their officers, directors, members, employees and agents from liability for any such injuries or damages arising as a result of or in connection with any activities conducted by the Licensee, whether caused with or without fault by the Licensee, or by any of its agents, servants, invitees or employees. 1. Insurance. Prior to entering upon the Property for the purpose of engaging in the Activity, the Licensee agrees to provide a certificate of insurance to the Licensor, which provides evidence that the Licensee has obtained a general liability policy that includes premises liability and property damage insurance in the amount of not less than Five Hundred Thousand Dollars ($500,000) per occurrence, and not less than One Million dollars ($1,000,000) in the aggregate in connection with its use of the Property for the Activity, in addition to Two Million Dollars per occurrence of excess /umbrella liability insurance. The Licensee shall name the Licensor as an "Additional Insured" on its general liability policy for the term of this Agreement. The Licensee also agrees to ensure that its liability insurance policy will be primary in the event of a covered claim or cause of action against the Licensor under this Agreement. In addition, Licensee shall maintain worker's compensation insurance as required by applicable law and the coverage shall include employers' liability with a limit of not less than Five Hundred Thousand Dollars ($500,000) for each occurrence. ARTICLE III Termination and Default. 3.2. Termination. Either party hereto may terminate this Agreement without cause at their sole discretion upon written notice to the other party. 3.3. Default. In the event Licensee breaches any term of this Agreement, Licensor shall be entitled, in addition to its option to terminate this Agreement under Section 3.2 above, to pursue all remedies available at law or in equity, including without limitation its right to seek damages against the Licensee. ARTICLE IV Conditions of Licenses 4.1. Transferability. Neither this Agreement nor the License contained herein is transferable or assignable in whole or in part without the prior written consent of the Licensor. There are no intended third party beneficiaries of this Agreement. 4.2. No Property Rights or Recording of Agreement. The License neither constitutes nor accompanies an interest in the Property. The Licensee shall not record this Agreement in the real property records of the county where the Property is located. This Agreement shall become void and of no further effect upon recordation in the real property records of the county where the Property is located. ARTICLE V Miscellaneous {00106789 1) 5.1. Governing Law. This Agreement and the rights and obligations of any party hereto shall be governed by and construed and enforced in accordance with the substantive laws of the State of Washington. 5.2 Attorneys' Fees. In the event of any legal action or litigation between the parties hereto based upon an alleged breach or default in their respective obligations to be fulfilled pursuant to this Agreement, the prevailing party therein shall be entitled to recover attorneys' fees and court costs against the non prevailing party. 5.3. Entirety. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings related to the subject matter hereof. No amendment to this Agreement shall be binding unless stated in writing and signed by both parties. 5.4. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of facsimile copies bearing facsimiles signatures of a party hereto shall constitute a valid and binding execution and delivery of this Agreement. Such facsimile copies shall constitute enforceable original documents. [The remainder of this page is intentionally blank.] {00106789 1} IN WITNESS WHEREOF, the parties hereto have caused this License and Indemnification Agreement to be made on the day and year first above written. LICENSOR: CENVEO CORPORATION, a Delaware Corporation By: Its: LICENSEE: `"h c o (..,44-L o i,kruri By: z Its: 1 f1 4- is 4 4 ci y 7 {00106789 1}