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HomeMy WebLinkAbout16-028 - Tukwila/ South King County Fire Training Consortium / Construction Group International LLC - Tri Party Training Agreement 16-028 Council Approval N/A FIRE TRAINING LICENSE AGREEMENT THIS FIRE TRAINING LICENSE AGREEMENT (the "Agreement") is executed to be effective as of the 25 day of February , 2016 (the "Effective Date"), by and between Construction Group International, LLC, a Washington limited liability company and its sub-contractor Wood and Son, LLC a Washington limited liability company ("CGI"), the City of Tukwila ("Tukwila"), a Washington municpal corportation, and the undersigned municipal corporations and "Fire Departments" all of whom are members of the South King County Training Consortium ("SKCTC") (collectively, the "Fire Departments"). Recitals A. WHEREAS, Tukwila is the owner of certain real properties idenified as King County Assosor Parcel Numbers 0040000911, 0040000175, 0040000190, 0040000252 and 0040000253 (the "Properties"); B. WHEREAS, there are currently 4 (four) buildings located on four parcels (the "Buildings" and collectively with the Land, the "Properties"); C. WHEREAS, the Fire Departments desire to utilize the Properties for training purposes for the Fire Departments' employees; and D. WHEREAS, CGI is the Specialty Contractor awarded by the City of Tukwila the Urban Renewal Motel Demolition Contract under city Project Number 91330201; and E. WHEREAS, CGI and Tukwila are willing to permit the Fire Departments' employees to have access to the Property on and subject to the terms, covenants and indemnities hereinafter set forth. Agreement NOW, THEREFORE, CGI and the Fire Departments hereby agree as follows: 1. Training and Entry Authorized. CGI and Tukwila hereby grants to the Fire Departments a license (the "License") for use during the Term (as defined below) by the Fire Departments and their employees, agents and contractors (collectively, the "Licensee Parties") for the non-exclusive use of the Property for non-fire, destructive training and other training activities using simulated smoke from a fog generator, firefighting protective clothing, self- contained breathing apparatus and tools (collectively, the "Training Activities"). The Training Activities shall not in any event include fire or destruction of the Buildings or any improvements located on the Properties. All Training Activities and other activities on the Properties shall conform to and be conducted in accordance with the National Fire Protection Association's training criteria and applicable laws and regulations. Entry onto the Property pursuant to the License shall be solely for the purpose of conducting Training Activities. The Fire Departments 1 Fire Training License Agreement—Tukwila Urban Renewal Motel Demolition,Project No. 91330201 shall be responsible for the proper performance, safe conduct and adequate supervision and policing of the Licensee Parties' use of the Property, and shall use best efforts to provide for the safety of all persons while conducting the Training Activities on the Property. All costs incurred in connection with the use of the Property by the Licensee Parties shall be paid by SKCTC and/or the Fire Departments. 2. Term. This Agreement shall commence at 8:00 am on the Effective Date and automatically terminate at 11:59 pm on the earlier of a) 2/25/16 , or b) the date which is 14 days after CGI or Tukwila has delivered written notice of termination to the Fire Departments (the "Term"), provided that the Term may be extended with prior written approval from CGI and Tukwila. 3. Assumption of Risk and Release. The Fire Departments have inspected the Property and find it acceptable for the intended uses. The Fire Departments are not relying upon any representations or warranties concerning the Property from Tukwila or any of the CGI Parties (as defined below). The Licensee Parties shall accept the Property in its "as is" condition as of the date and time the Term of this Agreement commences and neither Tukwila nor CGI shall have no responsibility or liability in connection with the condition of the Property. SKCTC and the Fire Departments hereby acknowledge that they are aware that the Property contains hazardous materials and each agree to conduct, and to cause the Licensee Parties to conduct, activities on the Property in accordance with due care in light of the presence of such hazardous materials. The Fire Departments, jointly and severally, accept sole responsibility for all accidents, damages, personal injury (including death) or damage to personal property occurring as a result of the Training Activities and/or use of the Property by the Licensee Parties. The Fire Departments,jointly and severally, assume all risk of and shall be solely responsible for property damage and personal injury (including death) that occurs on or about the Property that is incurred by the Licensee Parties, Tukwila or any of its officers, officilas, employees, contractors, agents or volutneers (collectively "Tukwila"), CGI or any of its members, affiliates, owners, partners, agents, contractors or employees (collectively, the " CGI Parties"), or by any member of the public, as a result of any acts or omissions by any of the Licensee Parties or entry onto the Property by the Licensee Parties. The Fire Departments each for itself, and the other Licensee Parties, including all employees, hereby waives, releases, remises, acquits and forever discharges Tukwila and the CGI Parties, of and from any claims, actions, causes of action, demands, rights, damages, costs, expenses, penalties, fines or compensation whatsoever, whether direct or indirect, which the Fire Departments or any of the Licensee Parties now has or which such parties may have in the future on account of or in any way arising out of or in connection with the condition of the Property, except for those injuries, claims, losses, and damages caused by Tukwila's or CGI Parties' negligence. 4. Indemnity and Hold Harmless. The Fire Departments,jointly and severally, shall protect, save, defend, indemnify and hold Tukwila and each of the CGI Parties whole and harmless from and against all demands, claims, causes of action, costs, expenses, penalties, fines, judgments, losses, damages and liabilities, including the actual attorneys' fees charged by Tukwila or the CGI Parties' counsel, whether direct or indirect, that are incurred as a result of any claim against the Licensee Parties, Tukwila, or any of the CGI Parties as a result of any 2 Fire Training License Agreement—Tukwila Urban Renewal Motel Demolition,Project No. 91330201 property damage (except as provided in Section 5 below) or personal injury (including death) or other claims or losses sustained on or about the Property arising from the activities of the Licensee Parties on the Property, except for those injuries, claims, losses, and damages caused by Tukwila's or CGI Parties' negligence. For purposes of this Agreement, the Fire Departments and the Licensed Parties each expressly waive their immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to their employees and agree that the obligations to protect, .save, defend, indemnify, and hold Tukwila and each of the CGI Parties harmless provided in this Agreement extend to any claim brought by or on behalf of any employee of the Fire Departments. The foregoing waiver is mutually negotiated by the parties to this Agreement. This section is expressly agreed to as a condition of use of the Property pursuant to the License. 5. Destructive Damage to the Buildings. With this express written consent by Tukwila and CGI, Destructive Training Activities (as defined below) shall be conducted on the Property and the License granted herein does include the right to conduct Destructive Training Activities on the Property. "Destructive Training Activities" means a) cutting holes in or otherwise breaching the roofs of the Buildings; b) breaching walls of the Buildings; c) forcing entry doors of the Buildings; d) disturbing or removing floor tiles or under-flooring; and/or e) disturbing or removing window or skylight caulking. 6. Insurance. The Fire Departments shall obtain and maintain during the Term, a) workers' compensation insurance meeting state statutory requirements and providing One Million Dollars ($1,000,000) in employer's liability coverage for bodily injury by each accident and disease, and providing Tukwila and CGI with a waiver of subrogation endorsement naming Tukwila, CGI and the CGI Parties; b) automobile liability coverage of not less than One Million Dollars ($1,000,000) combined single limit, each accident, covering all owned, non- owned and hired autos; and c) commercial general liability insurance coverage, with a responsible insurer reasonably acceptable to Tukwila and CGI and naming Tukwila, CGI and the CGI Parties as additional insureds with limits of not less than Five Million Dollars ($5,000,000) each occurrence and not less than Five Million Dollars ($5,000,000) general aggregate with bodily injury and property damage coverage, on an "occurrence" form, including blanket contractual liability coverage, and excess liability coverage with an aggregate limit of not less than Ten Million Dollars ($10,000,000). The Fire Departments will provide certificates of insurance acceptable to Tukwila and CGI, evidencing the required coverage prior to entry onto the Property. The primary and excess policies will contain a separation of insureds clause or otherwise provide cross-liability coverage and will provide that the above-named parties will be given at least 30 days' prior written notice of cancellation. Endorsements must be attached to the certificates of insurance upon issuance of endorsements. If the Fire Departments fail to provide an appropriate certificate of insurance, the Licensee Parties may not enter the Property. In the alternative, the Fire Departments may satisfy the requirements of this section by becoming or remaining a participant in an authorized self-insurance pool if such self-insurance provides 3 Fire Training License Agreement—Tukwila Urban Renewal Motel Demolition,Project No.91330201 protection equal to or greater than that specified herein. The Fire Departments shall provide letters evidencing such coverage. 7. Notices. Any notice, demand, request, consent, approval or commumnication that any party desires or is required to give shall be in writing addressed as follows. All written notices and demands of any kind which any party may be required or may desire to serve upon the other party in connection with this Agreement may be served (as an alternative to personal service) by registered or certified mail (postage pre-paid) or sent by facsimile transmission or electronic mail, or by next day overnight delivery service. To Construction Group International 19407 144th, Ave NE, Bldg D Woodinville,WA 98072 Attn; George Bruce, Vice President Telephone: —425 —487 —2618 Facimile: —425 —487 —2619 Wood & Son Earthwork & Utility, LLC P.O. Box 5240 Yelm,WA 98597 City of Tukwila 6200 Southcenter Boulevard - Tukwila,WA 98188 Attn: Fire Chief via The City Clerks Office To the Fire Departments: At the address below each respective Fire Department signature hereon. With a copy to: 8. Assignment. The Fire Departments are prohibited from assigning the License and the rights and duties under this Agreement. 9. Attorneys' Fees. In the event any action is brought to interpret or enforce any of the provisions of this Agreement, the substantially prevailing party therein shall be entitled to recover from the losing party its reasonable costs and attorneys' fees, including any such costs and fees as may be incurred on appeal. 10. Entire Agreement. This Agreement constitutes the entire agreement between Tukwila, CGI and the Fire Departments with respect to the use of the Property during the Term of this Agreement and the allocation and assumption of all risks with respect thereto. No 4 Fire Training License Agreement—Tukwila Urban Renewal Motel Demolition,Project No.91330201 provision of this Agreement may be waived or amended except through the execution of a subsequent agreement by the party to be charged therewith. 11. Captions. The captions of this Agreement are for convenience and reference only and in no way define, limit or describe the scope or intent of this Agreement. 12. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 13. Counterparts. This Agreement may be executed in any number of counterparts, and each counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. 14. Governing Law. This Agreement and the rights of the parties hereto shall be governed by and construed in accordance with the laws of the State of Washington, and the parties agree that in any such action venue shall lie exclusively in King County,Washington. 15. Authority. Each of the undersigned hereby represents and warrants to the other parties that: a) it has full power and authority to enter into and perform this Agreement in accordance with its terms and all proceedings required to be taken by or on behalf of such party to authorize it to make, deliver and carry out the terms of this Agreement have been duly and properly taken, b) this Agreement is a valid and binding obligation of such party, enforceable against such party in accordance with its terms, and c) the individual(s) executing this Agreement on behalf of such party have the legal power, right and actual authority to bind such party to the terms and conditions of this Agreement. IN WITNESS WHEREOF, Tukwila, CGI and the undersigned Fire Departments have executed this Agreement to be effective as of the day and year first above written. Construction Group International, LLC, a Washington limited liability company By: -- Name: .t, }x, linca Title: Lpwin.(-ae1(,A/V Wood & Son Earthwork & Utilities, LLC, a Washington limited liability company By: Name: v. 14v 54— -- Title: f'Jt_cw� — 5 Fire Training License Agreement—Tukwila Urban Renewal Motel Demolition,Project No. 91330201 City of Tukwil� By: �1, 1 = Name: ' bk-11 r� Title: Mr Fire Departments: KENT FIRE DEPARTMENT CITY OF TUKWILA FIRE DEPARTMENT REGIONAL FIRE AUTHORITY By: DATE: DATE: 2.-1 2-So\k`p NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: Fire Chief L GtcoiN -Q 24611 116th Ave. S.E. g-j 1<d .2 7 Kent, WA 98030 `--r7A �t�, WA- Fire Departments: KING COUNTY FIRE PROTECTION NORTH HIGHLINE FIRE DISTRICT DISTRICT NO. 2 By: By: DATE: DATE: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: 6 Fire Training License Agreement—Tukwila Urban Renewal Motel Demolition,Project No.91330201 KING COUNTY FIRE PROTECTION MAPLE VALLEY FIRE & RESCUE DISTRICT NO. 20 By: By: DATE: DATE: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: Fire Departments: CITY OF RENTON By: DATE: NOTICES TO BE SENT TO: 7 Fire Training License Agreement—Tukwila Urban Renewal Motel Demolition,Project No. 91330201