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AG 15-136 RETURN TO: 5 EXT: V 03 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS/ 2. ORIGINATING STAFF PERSON: 1.'4 ILL- App EXT: 2:7 I ( 3. DATE REQ.BY: Ac) 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ��n _ �7 p� ❑ OTHER P/ 2lL1 i�Wa A6 P_F.e 1 ivr r\ (A)% NI W'r CO USA S9 FAC-C__ 5. PROJECT NAME: `,4�C---- 6. NAME OF CONTRACTOR: kA)a,t 1 v A T ADDRESS: loot 5E tow Sf ObeAmtvillt,, Av. R a"}t to TELEPHONE: E-MAIL: FAX: SIGNATURE NAME: TITLE: 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE# BL,EXP. 12/31/ UBI# ,EXP. /_/ 8. TERM: COMMENCEMENT DATE: O tU t '�7 1/ COMPLETION DATE: OU I IU i li-C 9. TOTAL COMPENSATION:$ (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIVISION MANAGER �� �� y� ar 5 PUTY DIRECTOR ZZIM r1� C. /// rj2/iS ❑ DIRECTOR 5 - 40 St�,y4.1O ❑ RISK MANAGEMENT ([F APPLICABLE) � 'i1«- ������ 'CAW DEPT 5j/7 Ll'14 , : O 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. �T,R,ACT SIGNATURE ROUTING /„ / V `7Q SENT TO VENDOR/CONTRACTOR DATE SENT: 'Y` DATE RECD: ❑ ATTACH: SIGNATURE AUTHORITY,INSURANCE CERTIFICATE,LICENSES,EXHIBITS INITIAL/DATE SIGNED ❑ LAW DEPT ❑ CHIEF OF STAFF SIGNATORY OVIAYOR OR DIRECTOR) ,Z' /M C- ASSIGNED AG# AG' 111M/ (SIGNED COPY RETURNED DATE SENT: OWEII® ❑RETURN ONE ORIGINAL��V' a I t�..pp p 6 +— M lo - s „_ -Ars COMMENTS/') Ita& - /Aeios /9 / /00r3 ii_. ?Lail ,? i//,t6W �6 EXECUTE„ "ORIGINALS �y /fj UES 77414-r walla la t'M'GL1)De li • MOM Ali)*Z"i'A )N7 ThIL r A *SPe OR. Need 40 whe iitze owi 40(c IN'{Ufav(P -Fi-If q.t.( -k ' e 4 ei&. f. z* Iv-1'I (mod lye 4A„opi;I-te• Clitwlr (hie a ;avx =k a fro- lei wt allo w/. N;vfil do 4 4ev v� ,. .i-I 1-614.1 1/15 ti acA a .Nvard l; it I Pa-yvvPevil'/year vc-1 1 /w►ov DI ( a /rod. Co v' i col was?l Walmart#2571 Federal Way,WA PARKING LICENSE AGREEMENT AGREEMENT ("Agreement")nt is entered into THIS PARKING LICENSE AGREE ( gr ) as of the day of %� � 2015, b and between WAL-MART REAL effective a �� y �✓� � Y t� ESTATE BUSINESS TRUST, a Delaware Statutory Trust, whose address is 702 S. W. 8th Street, with offices at 2001 S. E. 10th Street, Attn: Realty Management, Bentonville, AR 72716 ("Licensor"); and the City of Federal Way, Washington., a municipal corporation with an address of 33325 8th Ave South, Federal Way, Wa 98003 ("Licensee"). WITNESSETH WHEREAS, Licensor is the owner of that certain tract or parcel of land situated in the City of Federal Way, County of King, State of Washington, identified as Tract 1 on the site plan attached hereto as Exhibit"A" ("Tract 1"); WHEREAS, Licensee is the owner or tenant of that certain tract or parcel of land in the same city, county, and state, which tract lies adjacent to Tract 1 and is identified as Tract 2 on Exhibit "A"; and WHEREAS, Licensee has requested from Licensor, and Licensor is desirous of granting to Licensee, a non-exclusive license for the parking of vehicles (commercial trucks, buses, and similar vehicles excluded) on a portion of Tract 1. NOW, THEREFORE, in consideration of one dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor does hereby grant to Licensee a non-exclusive license for the parking of passenger vehicles (commercial trucks, buses, and similar vehicles excluded) on the Parking Area (as hereinafter defined) together with the right of access thereto. Commercial trucks, buses, and similar vehicles shall be precluded from using the rights granted hereby, but nothing herein shall limit or restrict Licensor's rights on Tract 1. 1. Parking Area. The parking area shall be located in the area indicated on Exhibit "A" as "Parking Area." Wal-Mart makes no representations or warranties concerning the condition of the Parkin g Area, and Licensee shall enter the Parking Area in its "AS IS" condition. 2. Use of Parking Area. The parking rights together with the right of access thereto granted hereby are to be used non-exclusively by employees and/or customers of Licensee for the parking of passenger vehicles associated with the business operation located on Tract 2 (the "Permitted Use"). Should the Parking Area be used for another purpose (as determined in Licensor's sole discretion), Licensor may revoke and terminate this Agreement upon five (5) days' written notice to Licensee, and Licensee (at its sole cost and expense) shall vacate and surrender the Parking Area to Licensor upon five (5) days' written notice to Licensee. 3. Maintenance of Parking Area. Licensee shall be responsible for all maintenance (including but not limited to landscaping, cleaning, and snow removal) for the Parking Area. Licensee is required to use like or similar quality and type of materials originally installed by Licensor on the Parking Area, and must not alter or change the grade or elevation of the Parking Area without Licensor's prior written consent. Licensee hereby agrees and covenants that the Parking Area will be kept clean at all times, free of any trash or debris. If Licensee shall fail to maintain the Parking Area in a clean manner, Licensor shall have the right to clean the Parking Area. Licensor shall then be permitted to invoice Licensee for all costs incurred and to add a 15 percent administrative fee to such costs. Licensee shall pay such invoice within five (5) days of its receipt or this Agreement shall immediately terminate, and Licensee shall vacate and surrender the Parking Area to Licensor. 4. Damage to Parking Area or other Improvements. If Licensee, its employees or customers damage, break, destroy, or in any way impair the Parking Area, or any other Parking License Agreement Page l of 5 Walmart#2571 Federal Way,WA improvements on the Parking Area, Licensor, in its sole discretion, may require Licensee to either: (i) restore at Licensee's sole cost and expense, the Parking Area and/or improvements on the Parking Area to its original quality and condition at the time this agreement became effective; or (ii) Licensor may restore the Parking Area or improvements and invoice Licensee for Licensor's costs incurred in restoring the damaged Parking Area or improvements; whereupon Licensee agrees to reimburse Licensor within thirty (30) days of receipt of an invoice for such expenses. 5. Indemnification. (a) Licensee shall indemnify, defend, and hold harmless Licensor from any damages or liability to persons or property that might arise at any time during the construction, operation, maintenance or from the use of the Parking Area by Licensee, its customers, suppliers, employees, and tenants or invitees using the Parking Area. Further, Licensee shall at all times during the duration of this Agreement maintain and pay for Commercial General Liability insurance affording protection to Licensor and Licensee naming Licensor as an additional insured on the policy or policies for a combined bodily injury and property damage limit of liability not less than $2,000,000.00 for each occurrence. Licensee additionally shall deliver to Licensor a certificate or certificates from an insurance company or insurance companies satisfactory to Licensor evidencing the existence of such insurance and naming Licensor as an additional insured. 6. Public Grant. Nothing contained herein shall be used or construed as a grant of any rights to any public or governmental authority or agency. 7. Change of Use of Tract 2. In the event that the use of Tract 2 is changed, Licensor shall be notified thereof and be provided the name and address of the owner of Tract 2 and any tenant thereof within thirty (30) days of the change in use. The parties specifically agree that this Agreement may be assigned (or subleased) to an affiliate, subsidiary or related entity of Licensor without consent or notice. 8. Personal Property. Licensee hereby agrees and covenants that all items ("Property") placed in or on the Parking Area, occupied or used by Licensee hereunder by Licensee, its employees, agents, or invitees of Licensee, or any occupant of the Parking Area, will be removed from the Parking Area on or before the termination date. If Licensee fails to remove the Property within said period, Licensor shall have the right to remove the Property from the Parking Area and to invoice Licensee for all costs incurred and to add a 25 percent administrative fee to such costs. Licensee shall pay such invoice within fifteen (15) days of its receipt. Such Property shall become the sole and personal property of Licensor, and Licensor may dispose of it at its discretion. 9. Security. All Property belonging to Licensee, employees, agents, or invitees of Licensee, or any occupant of the Parking Area, shall be at the sole risk of Licensee, and Licensor shall not be liable to damage thereto or theft or misappropriation thereof, provided, however, that should Licensee fail to remove such property, pursuant to Paragraph 8 above, such property shall be disposed of by Licensor without obligation to Licensee. Licensee shall be solely responsible for the security and safety of all Property placed on or about the Parking Area during the term of this Agreement. 10. Insurance. Licensee will carry and keep in force, at its own expense, Comprehensive General Liability insurance with companies licensed to do business in this State, in an amount not less than $2,000,000 single limited personal injury and property damage and $1,000,000 Worker's Compensation Insurance. The required coverage may be provided in the form of Comprehensive General Liability Insurance coverage together with Excess Liability insurance coverage. All policies of insurance shall be considered primary of any existing, similar insurance carried by Licensor. Licensee shall furnish Licensor with a Certificate of Insurance showing Licensor as additional insured prior to Licensee's entry onto the Parking Area. The insurance provided for Licensor or others shall apply for the use of the parking area by licensee, its customers, suppliers, employees and tenants or invitees using the parking area. To the maximum extent permitted by insurance policies that may be owned by Licensor or Parking License Agreement Page 2 of 5 Walmart#2571 Federal Way,WA Licensee, Licensee or Licensor and their respective insured, for the benefit of each other, waive any and all rights of subrogation that might otherwise exist. 11. Duration. The initial term of this agreement shall be ten (10) years beginning on the effective date listed in the introductory paragraph of this agreement and terminating ten (10) years from that date unless sooner terminated or extended in accordance with this agreement. After the initial ten year term, Licensee shall have the right to extend the term of this agreement for five (5), five (5) year option periods. Should Licensee wish to extend the term of this agreement, notice shall be provided in writing to Licensor not less than ninety (90) days prior to the expiration of the initial or subsequently exercised option period. All agreements contained herein and the rights granted hereby shall be terminable by either party, it its sole discretion, upon ninety(90) days written notice to the other party. 12. Relocation. Licensor reserves the right to modify or relocate the Parking Area and/or access thereto. 13. Utilities. Licensee shall pay during the Term hereof all electrical, water, gas, telephone, and other public or private utility charges in connection with its occupancy and use of the License Area, including all costs of operating and maintaining all equipment therein, all business licenses, and similar permit fees. Effective through the end of the Term, Licensee shall pay directly to the applicable public utilities the cost of all utility services furnished to the License Area. Licensee shall deliver to Licensor, within 10 days of written request, evidence that the utility companies have been notified to bill Licensee directly for all services to the License Area. In the event Licensor receives any invoices for utilities for the period during which Licensee occupied the License Area, Licensee shall remit payment to the appropriate utility after receiving a copy of the bill from Licensor. In the event Licensee fails to make payment Licensor shall be entitled to remit payment on behalf of Licensor. Licensee shall thereafter reimburse Licensor for the amount of the utility bill plus ten percent of the total to reimburse Licensor for its administrative expense. 14. Payment. In consideration of the privilege granted and conceded by Licensor, Licensee shall pay as rent to Licensor the sum of One Dollar ($1.00) per year, payable in advance of the anniversary date of the commencement of this agreement. A late fee of 5 percent shall be assessed for payments that are delinquent more than three days. Any reimbursable due under this agreement (payment reimbursing Licensor for an expenditure made on behalf of Licensee) should be sent to either of the following addresses: (Regular Mail) Wal-Mart Real-Estate Business Trust P.O. Box 500620 St. Louis, MO 63150-2215 OR (Overnight Mail) Wal-Mart Real-Estate Business Trust 800 Market St., 4th Floor Lockbox# 500620 St. Louis, MO 63101 15. Compliance with Law. Licensee, in exercising the privileges granted by this Agreement, shall comply with all applicable federal, state, county and municipal laws, ordinances and regulations. Licensee shall secure at its sole cost and expense from all the appropriate authorities, all licenses and/o r permits necessary ry to conduct the permitted use on the Parking Area. Licensee hereby agrees to: 1) comply with all applicable laws, rules, codes and/or other regulation governing such operation; and 2) obtain any and all necessary consents or approvals, and to display same as required by any law, rule, code, or regulations of any administrative or regulatory body, city, county, state, or federal agency, or other such body as may necessary for Licensee's Permitted Use. Any fee, fine, cost, levy, or other such charge resulting from the failure of Licensee to obtain and/or display any such item shall be the sole responsibility of Licensee. Failure to pay any such charge shall be a default under this Parking License Agreement Page 3 of 5 Walmart#2571 Federal Way,WA Agreement. If such charge remains unpaid for a period of ten (10) days then Licensor may terminate this Agreement. Licensor makes no representation as to the availability of permits, and Licensor shall have no liability to Licensee in the event Licensee is unable for any reason to obtain permits. Further, in the event Licensee is unable for any reason to obtain all licenses and/or permits necessary to operate on the Parking Area, Licensor can revoke and terminate this Agreement immediately, and Licensee shall vacate the Parking Area immediately upon notification. 16. Solicitation. Soliciation and/or distribution of literature is not permitted outside the building or anywhere else on Tract 1. Licensor shall have the sole right to determine what constitutes solicitation of its Associates and/or Customers. Licensor shall have the right to terminte this agreement should Licensee breach any covenant contained in this paragraph. 17. Headings. The headings of the paragraphs contained herein are intended for reference purposes only and shall not be used to interpret the agreements contained herein or the rights granted hereby. 18. Notices. All notices shall be in writing and sent by certified mail, return receipt requested to the address of the other party set forth in the introductory paragraph hereto and be considered delivered upon deposit in the United States mail. 19. Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile, all parties need not be signatories to the same documents, and all counterpart signed documents shall be deemed to be an original and one (1) instrument. IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year first above written. WAL-MART REAL ESTATE BUSINESS TRUST By �.% Name: 044-fryi IIJ�(S Title: S Red ki /11 CITY OF DERAL WAY By: jar y Name. °`Jt Title: MAYOR Parking License Agreement Page 4 of 5 Walmart#2571 Federal Way,WA EXHIBIT " A " ., i �.. �. a.. .r r ... ---------')---^-' __-.-._,�..___.-�„ w.4 �•• S 314TH ST a S 314TH ST 4 f 9 0 + IMr. PARKING Vii. i AREA ,,,, i FUTURE r PERFORMING ARTS & EVENTS CENTER SITE .•~-- 092103 OuJ(' 3 u) ,ij co _._.. 0 0921301]66' . .g. a';- -: * , 7 - la , '14, .. . Alli I! r o ak- ■ S 316TH ST ` n _�� • e -—`,. F.' " ,.,rte_ --- — >,... 4 fit' S4 ev^%+'' .., _ Parcel 092104-9163 Number Name WAL-MART PROPERTY TAX DEPT Site 31401 20TH AVE S 98003 Address LOT 3 OF FEDERAL WAY LLA # BLA97-0008 REC #9801089005 SD LLA LOCATED IN NW 1/4 OF SW 1/4 OF Legal SEC 9-21-4 & INCLUDES LOT 1 OF KC SHORT PLAT #1280064 (REVISED) REC #8105150882 Parkin g License Agreement Page 5 of 5