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Home My WebLink About18-073 - Segale Properties - Access Agreement for 196th-200th Street Bridge Repair18-073(b) Council Approval N/A RELEASE OF LICENSE AGREEMENT THIS RELEASE OF LICENSE AGREEMENT (this "Agreement") is made as of the day of February, 2020 (the "Effective Date"), by and between Segale Properties LLC, a Washington limited liability company ("Segale Properties"), and the City of Tukwila, a political subdivision of the State of Washington (the "City"). RECITALS A. Segale Properties and the City entered into that certain License Agreement dated as of May 24, 2018 (the "License"), for the use by the City of certain real property in King County, as more particularly described in the License (the "Property"). B. The City no longer desires to use the Property, and the parties desire to terminate the License on the terms and conditions set forth in this Agreement. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. Termination of License The License is hereby terminated as of the Effective Date. The City represents and warrants that it has left the Licensed Area and the Property (as such terms are defined in the License) in the condition required under the License. 2. Release The City's indemnification obligations set forth in Section 3 of the License shall survive termination of the License. Otherwise, the parties are released from their respective obligations under the License and shall have no further rights or obligations under the License. 3. Miscellaneous (a) In the event of any action or arbitration by any party to this Agreement for breach hereof or to enforce any provisions or rights hereunder, the reasonable costs and expenses incurred by the substantially prevailing party in such action, including, but not limited to, such substantially prevailing party's reasonable attorneys' fees, shall be paid by the other party or parties to such action or arbitration. (b) Any modification, waiver, amendment, discharge or change of this Agreement shall be valid only if the same is in writing and signed and acknowledged by the parties. (c) In the event any term, covenant, condition, or provision contained in this Agreement is held to be invalid, voided or otherwise unenforceable by any court of competent jurisdiction, such holding shall in no way affect the validity or enforceability of any other term, covenant, condition, or provision contained in this Agreement. af 2 Or i iflak The parties are entering into this Agreement as of the Effective Date. SEGALE PROPERTIES LLC, a Washington limited liability company By: Metro Land Development, Inc. Its: Manager By: Mark A. Segale, President CITY OF TUKWILA, a political subdivision of the State of Washington By: //, Name: Allan Ekberg -----E7--c-t--=-Iozo Title: Mayor RELEASE OF LICENSE AGREEMENT 24267-0030/146902093.1 /7 18-073 (a) Council Approval N/A AMENDMENT TO LICENSE AGREEMENT THIS AMENDMENT TO LICENSE AGREEMENT (this "Amendment") is made as of the Z „-- gay of June, 2019, by and between Segale Properties LLC, a Washington limited liability company ("Segale Properties"), and the City of Tukwila, a political subdivision of the State of Washington (the "City"). RECITALS A. Segale Properties and the City entered into that certain License Agreement dated May 24, 2018 ("License") for use of certain portions of the Property, as further described in the License. B. Segale Properties and the City desire to extend the term of the License pursuant to the terms and conditions in this Amendment. C. All capitalized terms not defined herein shall have the same meaning as prescribed in the License. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. Term The License shall expire on December 31, 2019 unless extended by mutual agreement of the parties, provided, however, that Segale Properties may terminate the License at any time, for any reason or no reason, upon thirty (30) days' prior written notice to the City. 2. No Other Changes and Integration. In all other respects, the License shall remain without change except as amended above. There are no other promises, agreements, conditions, understandings, inducements, warranties or representations, written, express or implied, between the parties hereto or their employees or agents with respect to this Amendment other than as herein set forth; and no prior agreements, understanding or representations pertaining to any such matters shall be effective for any purpose. 3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of the parties and their respective heirs, legal representatives, successor and assigns. 4. Counterparts. This Amendment may be executed in a number of identical counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together will be deemed an original of this Amendment. [Signatures on Next Page] LICENSE AGREEMENT PAGE 1 24267-0030/144594149.1 Entered into as of the date first written above. APPROVED AS TO FORM 4") L. 1.5mMIIMMirmrommonirmwoml KMANAminimaiiirnfrrenrnitt .0 Office of the City Attorney SEGALE PROPERTIES LLC, -a Washington limited liability company By: Metro Land Deveoi ent, Inc(', Its: Manager By: CITY OF TUKWILA, a political subdivision of the State of Washington ' / / Midn Ek6erg, Mayo LICENSE AGREEMENT PAGE 2 24267-0030/144594149 1 18-073 Council Approval N/A LICENSE AGREEMENT THIS LICENSE AGREEMENT (this "Agreement") is made as of the a Lirt day of , Mir i 2018, by and between Segale Properties LLC, a Washington limited liability company ("Segale Properties"), and the City of Tukwila, a political subdivision of the State of Washington (the "City"). RECITALS A. Segale Properties is the owner of those certain parcels of land known as King County parcel identification numbers 0222049015 and 0222049061 (collectively, the "Property"). B. The City desires to use a portion of the Property for the purpose of accessing the underside of the 196th/200th Street bridge (the "Bridge") for deck repair. C. Segale Properties and the City desire to enter into a license agreement on the terms and conditions set forth in this Agreement. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. Grant of License (a) Segale Properties hereby grants to the City and its contractors a nonexclusive license to enter upon and use the portion of the Property within the boundaries approximately depicted on Exhibit A (the "Licensed Area") for vehicular access, via the existing gravel access roads on the Property, for the purpose of accessing the underside of the Bridge for repair. Segale Properties reserves the right to use the Property for any reason and to permit any third party to do so, provided however, Segale Properties shall not unreasonably interfere with the City's permitted activities. At the expiration or earlier termination of this Agreement, the City shall (a) restore the surface of the Licensed Area (and any other portion of the Property, whether or not part of the Licensed Area, that is entered upon by the City or its employees, agents, contractors, guests, invitees, licensees, successors and assigns) to the condition existing prior to such entry, (b) repair any damage arising from or related to such entry, and (c) leave the Property in good, neat, clean and safe condition. (b) Segale Properties will provide the City with a key to the gate approximately indicated on Exhibit A as the "Bridge repair access gate" that controls entry to the Property and the Licensed Area. The City may unlock the gate to access the Licensed Area but otherwise shall ensure that the Gate is secured and locked at all times. The City shall not access the Property except by through the gate. The City shall not make any copies of the key to the gate and shall return the key promptly upon the expiration or earlier termination of this Agreement. If the City loses the key provided or fails to return the key upon the expiration or earlier termination of this Agreement, the City shall pay Segale Properties a re -keying fee of $[100.00]. 2. Term This Agreement shall commence on June 1, 2018 (the "Effective Date") and shall expire on August 31, 2018 unless extended by mutual agreement of the parties, provided, however, that Segale Properties may terminate this Agreement at LICENSE AGREEMENT 139255104.3 PAGE 1 any time, for any reason or no reason, upon thirty (30) days' prior written notice to the City. 3. Indemnification The City, and its successors and assigns, shall protect, indemnify, defend and hold Segale Properties and its members, managers, employees, agents, attorneys, contractors, successors and assigns (collectively, "Indemnified Parties"), harmless from and against any and all losses, costs, claims, suits, liabilities, causes of action and expenses of any kind or nature (including reasonable attorneys' fees) arising out of, related to, or incurred by reason of the exercise by the City, or the exercise by any of its employees, agents, contractors, guests, invitees and/or licensees, of the rights granted in this Agreement or any such party's entry on the Property. Without limiting the generality of the foregoing, the City shall protect, indemnify, defend, and hold harmless the Indemnified Parties from and against any and all losses, costs, claims, suits, liabilities, causes of action and expenses of any kind or nature (including reasonable attorneys' fees) arising out of, related to, resulting from or incurred by reason of or based upon, the release onto or from the Property or any of Segale Properties' other property by the City, or by any of its employees, agents, contractors, guests, invitees and/or licensees, of any hazardous or toxic materials or substances, or the violation by any such party of any law or laws regulating the handling, treatment, storage, disposal, release, or transport of any hazardous or toxic materials or substances. The obligation to indemnify and hold harmless contained herein shall not apply to the extent that the losses, costs, claims, suits, liabilities, causes of action or expenses result from negligent acts or omissions of Segale Properties. 4. Miscellaneous (a) In the event of any action or arbitration by any party to this Agreement for breach hereof or to enforce any provisions or rights hereunder, the reasonable costs and expenses incurred by the substantially prevailing party in such action, including, but not limited to, such substantially prevailing party's reasonable attorneys' fees, shall be paid by the other party or parties to such action or arbitration. (b) Any modification, waiver, amendment, discharge or change of this Agreement shall be valid only if the same is in writing and signed and acknowledged by the parties. (c) In the event any term, covenant, condition, or provision contained in this Agreement is held to be invalid, voided or otherwise unenforceable by any court of competent jurisdiction, such holding shall in no way affect the validity or enforceability of any other term, covenant, condition, or provision contained in this Agreement. Entered into as of the date first written above. SEGALE PROPERTIES LLC, a Washington limited liability company By: Metro Land Development, Inc. Its: Manager By: Mark A. Segale, Vice President LICENSE AGREEMENT PAGE 2 139255104.3 CITY OF TUKWILA, a political subdivision of the State of Washington By:,, 1L-/ Name: Title: Allan eKbr-0 ma -Li 0r 51a910 LICENSE AGREEMENT PAGE 3 139255104.3 Exhibit A LICENSE AC;REEMENT 139255104.3 PAGE 4