PGE - River Terrace Sign ~ PGE
LICENSE AGREEMENT
This License is dated as of the 1 st day of May, 2014, between PORTLAND GENERAL ELECTRIC
COMPANY, an Oregon corporation ("PGE") and the City of Tigard, a political subdivision of the State of
Oregon ("Licensee"), (collectively, "Party or Parties"), as follows:
PGE holds title to or an interest in real property located in Washington County,Oregon also known as
Scholls Substation located at 17026 SW Friendly Lane(the"Property"),and Licensee desires to use a a front
portion of the Property identified on the attached Exhibit 'A"(the "License Area"), subject to the terms and
conditions set forth below.
NOW, THEREFORE, for valuable consideration, the current receipt, reasonable equivalence, and
sufficiency of which are hereby acknowledged by each of the parties, the parties each agree as follows:
1. Grant of License. Subject to the terms and conditions set forth below and further subject to PGE's safety,
security and operational concerns, PGE hereby grants to Licensee a nonexclusive limited license for the
following limited commercial purpose: City of Tigard, two signs approximately 2' x 8', low to the ground and
placed in "V" position, and for no other purpose.
1.1 Any rights granted to Licensee by PGE pursuant hereto are subject the necessary approval of all
applicable governmental entities as well as to existing rights, if any, of other parties, and this License is
granted to the extent that PGE has authority to do so and shall not be construed as consent of governmental
entities, the landowner or any other interest holder, which consent(s) Licensee shall obtain at Licensee's
expense, each upon terms and conditions acceptable to PGE.
2. Term. The term of this License shall be for five months (5)commencing on the 1 st day of May,2014,and
ending on the last day of September,2014. Notwithstanding the foregoing, Licensee shall have the right and
option to terminate this License,without cause, upon not less than sixty(60)days prior written notice to PGE.
Upon expiration or the earlier termination of this License, Licensee shall immediately quit the License Area
and shall remove or cause to be removed from the License Area all equipment, materials,supplies and other
personal property, and all property installed in, on or attached to the License Area;and the License Area shall
be returned to the condition of the License Area at Licensee's expense prior to the activities work
contemplated under this License. All improvements constructed by Licensee and personal property located on
the License Area at the expiration or earlier termination of this License shall,at PGE's option,become the sole
property of PGE. Notwithstanding the foregoing, PGE reserves the right to require Licensee to remove any
such improvements and/or personal property at Licensee's expense.
3. License Fee. Time is of the essence of every provision of this License. Licensee shall pay to PGE upon
execution of this License, the sum of zero Dollars ($0.00).
4. Licensee to Bear Entire Expense. Licensee shall bear the entire cost and expense incurred with respect to
all of Licensee's activities on or associated with the License Area, and in particular in connection with the
operation,construction, maintenance,and repair of Licensee's equipment and facilities, including any and all
reasonable out-of-pocket expense which may be incurred by PGE in connection therewith for supervision,
inspection, safety and/or security concerns, or otherwise.
5. Use of License Area. The License Area maybe used only as specifically authorized by this License and for
no other purpose. Licensee covenants and agrees that, in the conduct of any and all of its activities and
operations hereunder, Licensee will comply strictly with all applicable laws, rules, and regulations (including
without limitation all procedural and substantive environmental requirements) of all federal, state, and local
governmental bodies having jurisdiction over Licensee's activities occurring within the License Area and if
applicable, on adjoining or adjacent property interest of PGE. Except to the extent this License otherwise
specifically grants such rights, Licensee shall not construct, modify,or alter any structure or any portion of the
License Area. Licensee shall observe and comply with all conditions and requirements necessary to preserve
and extend any and all rights, licenses, permits (including but not limited to zoning variances, special
exceptions, and nonconforming uses), privileges,franchises, and concessions that now apply to the License
Area or that have been granted to or contracted for by PGE or Licensee in connection with any existing or
presently contemplated use of the License Area.
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5.1 Approval of Contractors. PGE reserves the right to approve any and all contractors and
subcontractors of any tier, prior to entry on the Property. Licensee hereby represents,covenants and warrants
that all construction within the Property, if any is permitted under this License Agreement, shall be promptly
performed in a workmanlike manner; in accordance with all applicable statutes, laws,and regulations;and that
all contractors of every tier shall at all times carry workers' compensation insurance in compliance with the
laws of the State of Oregon. PGE reserves the right to require contractors to obtain from PGE access
permits, and/or such other documentation as PGE deems appropriate.
5.2 No Liens. Licensee agrees to pay, when due, all sums for labor, services, materials, supplies,
utilities,furnishings,machinery,or equipment provided to Licensee's Facilities and/orto Licensee with respect
to the License Area as well as any taxes associated with any operation, equipment, facilities or property of
Licensee. Licensee shall not suffer or permit any liens to attach to all or any part of the License Area or any
interest of Licensee in the License Area by reason of any tax and/or of any work, labor,services, or materials
done for, or supplied to, or claimed to have been done for or supplied to, Licensee, any of Licensee's
contractors or anyone occupying or holding an interest of Licensee in all or any part of the License Area
through or under Licensee.
5.3 Prohibited Activities. No use may be made of, on or from the License Area relating to the
handling, storage, disposal, transportation, or discharge of hazardous substances, toxic materials or any
substance or material regulated by federal,state or local environmental protection laws, rules and regulations.
Under no circumstances shall any use be made of, or shall conduct occur on,the License Area which would
cause the License Area,or any part thereof,to be deemed a hazardous waste treatment,storage or disposal
facility requiring a permit, interim status,or any other special authorization under any environmental protection
law. Licensee shall not do or permit anything to be done in or about the Property or bring or keep anything
therein that will (a) in any way increase the existing rate of or affect any fire, hazard, or other insurance upon
the Property or any of its contents or cause cancellation of any insurance policy covering the Property or any
part thereof or any of its contents, (b) in any way obstruct or interfere with the rights of PGE, other Licensees,
or occupants of the Property or injure or annoy them, (c) result in an, immoral, dangerous, or unlawful use,
(d) result in waste and/or constitute a nuisance in, on or about the Property or any portion thereof, (e) in any
manner or for any purpose be deemed a threat to national or homeland security by PGE or by the Oregon
Office of Safety and Security or the US Department of Homeland Security and/or any other State or Federal
security agency, or (g) constitute a violation of any federal, state or municipal ordinance or any regulation,
ordinance, order or directive of a governmental agency. In addition, Licensee shall comply with all master
plans, restrictive covenants, and obligations created by private contracts that affect the use and operation of
the License Area. Licensee shall not dump, dispose of, or burn garbage or refuse on the License Area.
Licensee shall not hunt or allow any hunting or grazing on the License Area.
5.4 Licensee's Duties. In addition to the obligations set forth herein,Licensee,at Licensee's sole
risk and expense, shall (i) only use the Property in a manner which maintains the ground for efficient water
management and to minimize topsoil erosion; (ii) exercise a high level of weed control employing sound
agricultural practices and registered herbicides; (iii) repair and maintain any existing roads, fencing and the
like.
6. Licensee's Acceptance of License Area. Licensee's Acceptance of License Area. Licensee's execution of
this License shall be deemed conclusive evidence that, as of the effective date hereof,the License Area is in
good order and satisfactory condition. Except as set forth herein, Licensee accepts the License Area"AS IS"
in the condition now existing with no improvement, alteration or other work to be performed by PGE. PGE has
not made any promise to alter or remodel, repair or improve the License Area,or the Property,and PGE is not
obligated to provide any utility service to the License Area. Licensee acknowledges that neither PGE nor any
agent of PGE has made any representations concerning the suitability of the License Area for the conduct of
Licensee's business. No representation, express or implied, respecting any matter or thing relating to the
License Area,the Property or this License, including,without limitation,the condition of the License Area,has
been made to Licensee by PGE other than as may be contained herein. ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING WITHOUT LIMITATION, ANY
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, HABITABILITY, OR THAT THE LICENSE
AREA ARE SUITABLE FOR LICENSEE'S INTENTED COMMERCIAL PURPOSES.
7. Existing Rights. Licensee shall not unreasonably interfere with the operations or quiet enjoyment of PGE or
any other owner or user of the License Area or the use of or access to any PGE Property. Licensee's rights
pursuant hereto shall at all times be subject and subordinate to PGE's rights to use the License Area,as well
as the reasonable operational,safety,security,and efficiency concerns of PGE as may imposed from time to
time. This License is further subject and subordinate to the prior and continuing right and obligation of PGE to
use and maintain its equipment,facilities and property interests("PGE Property')including the right and power
of PGE to construct, maintain, repair, renew, use,operate,change, modify or relocate any PGE Property,and
PAGE 2 OF 7 PAGES-PGE LICENSE AGREEMENT(City of Tigard)-
this License is also subject to all outstanding superior rights (including those in favor of licensees and
Licensees of PGE, and others), and the right of PGE to renew and extend the same, and is made without
covenant of title or for quiet enjoyment, all or any of which may be freely done at any time or times by PGE
without liability to Licensee or to any other party for compensation or damages. PGE reserves the right, in its
sole and absolute discretion,to enter the License Area to determine Licensee's compliance with this License
and for such other reasonable purposes as PGE may deem necessary or desirable.
8. Damages. Licensee assumes the risk of loss, damage, or injury which may result from Licensee's use of
or presence upon the License Area and Licensee shall be responsible for any damage caused in connection
with Licensee's activities under this License. Any damage to any PGE Property,caused by, or resulting from
Licensee's use of or presence upon the License Area shall be the sole responsibility of Licensee, may be
repaired by PGE,and the actual cost of such repair shall be charged against and paid by Licensee. PGE may,
at PGE's discretion, repair any such damage to and Licensee shall reimburse PGE for the actual costs of such
repair within thirty (30) days of receipt of any invoice for same. PGE will not be liable for any damage to
Licensee's property, facilities or any equipment or any injury to persons as a result of the presence or
operation of any PGE Property or that might occur during operation, maintenance, reconstruction, or future
construction of PGE Property, unless and to the extent exclusively resulting from PGE's gross negligence or
willful misconduct.
9. Indemnification. Licensee hereby releases PGE and shall assume all risk of loss, damage, or injuries of
any kind which may result from the presence on and/or use of the License Area and shall,to the fullest extent
of the law(subject to applicable tort claims limitations), indemnify, defend,save, and hold harmless PGE, its
affiliates and their officers, agents, servants, and employees from all claims, debts, lawsuits, injuries,
damages, penalties,judgments,awards, losses, liabilities, interests,attorney's fees(including attorney's fees
on appeal or review), costs, and expenses of whatever kind and nature arising out of or in any way related to
the breach of this License and/or the use and/or occupancy of the License Area, and for which either of the
parties,their officers,agents, or employees may or shall be liable, including but not limited to personal injury,
wrongful death, or property damage (except for personal injury, wrongful death, or property damage caused
solely by the gross negligence or criminal misconduct of PGE, its agents or employees). Licensee will, upon
the request of PGE and at the Licensee's sole expense defend any action, suit, or proceeding of any kind
arising hereunder. In addition, Licensee shall reimburse and pay PGE for any loss,damages,or expenses of
any kind, including attorney's fees and costs incurred by PGE under this Section.
10. Insurance. Prior to commencement of use of any portion of the License Area, Licensee shall provide to
PGE proof of,and continuously maintain comprehensive broad-form general public liability insurance against
claims and liability for personal injury, death,or property damage arising from the use, occupancy, disuse or
condition of the License Area, improvements or adjoining areas or ways, or from any other cause with a
combined single limit sufficient to cover any claim or liability which may result from any obligation of Licensee
pursuant to or in any way associated with this Agreement and in any event of not less than Two Million Dollars
($2,000,000.00) per occurrence written in companies acceptable to PGE, with PGE, its affiliates and their
directors,officers, employees and agents, named as additional insureds. In addition, Licensee and Licensee's
contractors shall maintain workers' compensation insurance in compliance with the laws of the State of
Oregon. The fact that insurance is obtained by Licensee,and/or Licensee's contractor,or by PGE on behalf of
Licensee, and/or Licensee's contractor, will not be deemed to release or diminish the liability of Licensee,
including,without limitation, liability under the indemnity provisions of this License. Damages recoverable by
PGE from Licensee or any third party will not be limited by the amount of the required insurance coverage. If
Licensee shall fail for any reason to procure any such insurance and to deliver the policies to PGE at least
thirty(30) days prior to the expiration of any policy of insurance now or hereafter with regard to the License
Area, PGE may(but shall not be obligated to)procure the same at Licensee's expense and Licensee shall pay
PGE the actual cost of such policy within thirty(30)days of receipt of any invoice of same. PGE shall have the
right to periodically review the types, limits and terms of insurance coverage. In the event PGE determines
that such types, limits, and/or terms should be changed the PGE will give Licensee a minimum of thirty(30)
days' notice of such determination and Licensee shall modify its coverage to comply with the new insurance
requirements of PGE. Licensee shall also provide PGE with proof of such compliance by giving PGE an
updated certificate of insurance within fifteen (15) days. Licensee warrants that this License has been
thoroughly reviewed by its insurance agent(s)/broker(s) and such person(s) have been instructed to procure
and maintain insurance coverage with the appropriate endorsement as required herein.
10.1 PGE Insurance. Licensee acknowledges and agrees that PGE shall have the right, at PGE's
sole election,to self-insure with respect to the Property,the License Area,this License,and/or any aspect of
PGE's business. PGE will not insure Licensee nor will it maintain insurance of any kind for the benefit of
Licensee on any improvements paid for by Licensee or on Licensee's furniture or furnishings or on any
PAGE 3 OF 7 PAGES—PGE LICENSE AGREEMENT(City of Tigard)-
fixtures, equipment, improvements or appurtenances of Licensee under this License and PGE shall not be
obligated to repair any damage thereto or replace the same. PGE shall not be liable or responsible for the act
of any third party or any damage to Licensee's property or the License Area resulting from PGE's use of or
presence on the Property.
11. Default& Remedies.
11.1 Default. Licensee shall perform and comply with all terms,conditions,and provisions set forth
in this License in a timely manner, and promptly notify PGE in writing if Licensee learns of the occurrence of
any event which constitutes an Event of Default under this License. PGE shall only be deemed to be in default
under the terms of this License in the event PGE shall fail to observe, keep or perform any covenant or
agreement that is not observed, kept or performed by PGE within ninety(90)calendar days after the receipt by
PGE of written notice from Licensee of such failure, which notice shall specifically set out the failure. PGE
shall not be considered in default so long as PGE commences to cure the failure in a diligent manner and
PGE shall thereafter be allowed such additional time as reasonably necessary to correct the failure. Licensee
specifically agrees to look solely to PGE's interest in the Property for the recovery of any personal judgment
from PGE, it being agreed that PGE shall not be personally liable for any such judgment.
11.2 Remedies. PGE shall have the right to enforce this License by any legal or equitable
proceedings, in such order as PGE may choose, including but not limited to, collection of damages and all
equitable remedies, including the right to enjoin any activity on, or use of, the License Area or any portion
thereof. The remedies provided for in this License are cumulative and in addition to any other remedy
available to PGE at law or in equity, and may be exercised singularly or concurrently. Election by PGE to
pursue any remedy shall not exclude pursuit or any other remedy,and an election to make expenditures orto
take action to perform an obligation of Licensee shall not affect PGE's right to declare a default and to
exercise its rights and remedies.
11.3 Limitation on Damages/Remedies. UNDER NO CIRCUMSTANCES SHALL PGE'S
OBLIGATIONS OR LIABILITY UNDER OR WITH RESPECT TO THIS LICENSE EXCEED THE ACTUAL
AMOUNT OF LICENSE FEES ACTUALLY RECEIVED BY PGE PURSUANT TO THIS LICENSE DURING
THE ONE YEAR PERIOD IMMEDIATELY PRECEEDING THE CLAIM. PGE SHALL NOT BE LIABLE TO
LICENSEE OR TO ANY THIRD PARTY IN CONNECTION WITH THIS LICENSE FOR ANY DIRECT
DAMAGES IN EXCESS OF THE FOREGOING LIMITATION, OR FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, ARISING OUT OF, IN
CONNECTION WITH OR AS A RESULT OF THIS LICENSE, WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY OR ANY OTHER THEORY IN LAW OR IN
EQUITY. Any action against any PGE (whether for breach of contract of a related strict liability or tort claim)
by or on behalf of Licensee must be commenced within one year after the cause of action has accrued. It is
expressly understood and agreed that any money judgment against PGE resulting from any default of other
claim arising under this License shall be satisfied only out of the License Fees actually received from Licensee
pursuant to this License from and after the accrual of said default or claim. No other real, personal or mixed
property of PGE,wherever situated, shall be subject to levy on any such judgment obtained against PGE. If
such income is insufficient for the payment of such judgment, Licensee hereby releases and waives and shall
not institute any further action, suit, claim, or demand, in law or in equity, against PGE for or on account of
such deficiency.
12. PGE's Continuing Rights.
12.1 Modification. PGE reserves the right,from time to time to do and perform such acts and/or to
make such other changes in,to or with respect to the Property, License Area,or any portion thereof as PGE
may deem appropriate. Notwithstanding anything to the contrary contained herein, and in addition to and
without waiver of PGE's right of early termination provided in Section 12.2 below, PGE shall have the right and
option at all times during the Term hereof to reduce, reconfigure, modify or relocate ("Modification") the
License Area by delivering written notice of the exercise of such right to PGE at the address set forth herein
not less than thirty (30) days prior to the effective date of the Modification. In such event, future annual
License Fees shall be adjusted accordingly by PGE, however, PGE shall not be obligated to otherwise
compensate or reimburse Licensee in any fashion as a result of any such Modification.
12.2 Early Termination. Notwithstanding anything to the contrary contained herein,this License shall
be terminated immediately upon the termination of PGE's right to possession of the License Area.
Notwithstanding the foregoing and anything to the contrary contained herein or in any other document, PGE
shall have the right and option to terminate this License at anytime,without cause, by giving written notice to
Licensee,specifying the date and time of termination. Such notice shall be given no less than ninety(90)days
prior to the time specifying in such notice for the date and time of termination.
13. Miscellaneous Provisions.
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13.1 Construction and Interpretation. All provisions of this License have been negotiated at arm's
length and each Party has had the opportunity to have legal counsel review and approve the form and content
of this License. This License shall not be construed for or against any Party by reason of the authorship or
alleged authorship of any provision hereof.
13.2 Assignment. Licensee shall not, either voluntarily or by operation of law,transfer or assign all or
any part of rights hereunder in any fashion, permit the License Area to be occupied by anyone other than
Licensee or Licensee's employees,sublet the License Area or any portion thereof,or encumber or pledge all
or any portion of this License or Licensee's leasehold estate hereunder, without PGE's express prior written
consent in each and every instance,which consent may be withheld or issued subject to conditions, in PGE's
sole discretion. Any assignment,encumbrance, pledge,or sublease without PGE's prior written consent shall
be void and shall constitute a default hereunder. This provision shall apply to all mergers and changes in
control of Licensee of any type or nature, each of which shall be deemed assignments for the purposes of this
Section.
13.3 No Benefit to Third Parties. PGE and Licensee are the only parties to this License and,as such,
are the only parties entitled to enforce its terms. Nothing in this License gives or shall be construed to give or
provide any benefit, direct, indirect, or otherwise, to third parties.
13.4 No Joint Venture. This License shall not be deemed or construed to create or establish any
relationship of partnership orjoint venture or similar relationship or arrangement between PGE and Licensee.
13.5 Notice. Except as otherwise expressly provided by law, any and all notices or other
communications required or permitted by this License to be served on or received by either Party to the other
shall be in writing and shall be deemed duly served and received when delivered in person,or, if mailed,forty
eight(48) hours after being deposited in the United States mail, certified or registered mail, postage prepaid,
addressed to such Party at the address noted in the signature blocks below. Either Party may change its
address for notification by at least ten (10) calendar day's written notice to the other Party.
13.6 Severability. The provisions of this License are severable, and if one or more provisions are
determined to be unenforceable, in full or in part, by a court of competent jurisdiction, the validity of the
remaining provisions, including any partially unenforceable provisions,to the extent enforceable,shall not be
affected in any respect whatsoever.
13.7 Interest in License Area. Nothing contained herein shall be deemed to give Licensee any
exclusive right to such use in the License Area. Notwithstanding anything to the contrary contained herein,
PGE shall at all times retain the superior right to access to and use of the License Area for all purposes.
Licensee expressly agrees that it does not and shall not claim at any time any interest or estate of any kind or
extent whatsoever in the License Area by virtue of the rights granted under this License or its occupancy or
use under this License. Licensee shall not suffer or permit the License Area or the improvements or any
portion thereof to be used by the public in any way whatsoever without prior written consent of PGE, which
may be conditioned or withheld in PGE's sole discretion.
13.8 Security Measures. PGE may, but shall have no obligation to, provide security service or to
adopt security measures (including without limitation the right to conduct surveillance, monitor and/or record
without prior notice any aspects of the License Area and/or the Property by any means deemed appropriate by
PGE) regarding the Property or any portion thereof, including the License Area,and Licensee shall cooperate
with all reasonable security measures adopted by PGE. Licensee shall promptly comply with the directives
and orders of all public safety personnel and by any governmental authority in the event of any actual or
perceived emergency or disturbance and shall take such action as is necessary under the circumstances to
insure compliance by Licensee's employees, agents, customers, clients, and invitees. Licensee shall also
promptly comply with all actions deemed reasonably necessary or appropriate by PGE and/or any State or
Federal security agency to protect life or property under such circumstances. PGE may modify the type or
amount of security measures or services provided to the Property and/or the License Area at anytime without
notice. PGE shall have no liability for permitting or refusing access to Licensee or to Licensee's employees,
agents,customers,clients,and invitees. PGE shall not be liable to Licensee or to any third party for any action
taken by any governmental authority, public safety personnel,or any third party, nor shall PGE be liable for any
act or omission of PGE that PGE deems reasonable or appropriate to protect life or property under such
circumstances.
13.9 Prior Agreement. Upon the effective date of this License any prior Lease, sublease, permit,
and/or the like, if any, granted by PGE to Licensee with respect to all or any portion of the License Area, is
terminated and superseded in its entirety by this License. Any liability or obligation of PGE existing prior to the
effective date hereof or in any way related with any prior relationship or agreement with Licensee or existing
prior to the effective date hereof is hereby waived and released by Licensee. Notwithstanding the foregoing,
any liability of Licensee accruing pursuant to such agreement(s) and all rights of PGE with respect thereto
PAGE 5 OF 7 PAGES—PGE LICENSE AGREEMENT(City of Tigard)-
shall survive the execution of this License and shall remain fully enforceable by PGE in accordance with the
terms of this License.
13.10 Compliance. Licensee shall be responsible for compliance with each and every term of this
License by all employees,agents, invitees, licensees,clients,customers,and guests of Licensee. Any right of
PGE to restrict any right of Licensee shall extend to all employees, agents, invitees, and customers of
Licensee.
13.11 Survival. The insurance, release and indemnity obligations of Licensee, the right of PGE to
enforce its remedies hereunder,as well as all provisions of this License which contemplate performance after
the expiration or termination hereof or the termination of Licensee's right to possession hereunder, shall
survive any such expiration or termination and remain enforceable thereafter and shall apply equally to all
parents, subsidiaries, and affiliates of PGE as well as the owner the Property if such person or entity is not
PGE.
13.12 Recording. Licensee shall not record this License or any memoranda hereof without the prior
written consent of PGE,and if such consent if forthcoming, PGE shall determine the form and content of such
memoranda and Licensee shall pay all charges and taxes incident to such recording.
13.13 Governing Law. This License shall be governed by and construed in accordance with the laws
of the State of Oregon,without giving effect to the conflicts of law provisions thereof.With respect to any suit,
action or proceeding relating to this License ("Proceedings"), each Party irrevocably submits to exclusive
jurisdiction of and venue with the courts of the State of Oregon in Multnomah County and the Oregon County
in which the License Area is located,and irrevocably waives any objection that it may have at any time to the
laying of venue of any Proceedings brought in any such court,waives any claim that such Proceedings have
been brought in an inconvenient forum and further waives the right to object with respect to such Proceedings,
that such court does not have jurisdiction over such Party. Nothing in this License precludes either Party from
enforcing in any jurisdiction any judgment, order or award obtained in any such court.
13.14 Entire Agreement. This License constitutes the entire agreement between the parties. No
waiver, consent, modification or change of terms of this License shall bind either party unless in writing and
signed by both parties. Such waiver, consent, modification or change, if made, shall be effective only in the
specific instance and for the specific purpose given. This document maybe executed in several counterparts,
all of which when taken together shall constitute one agreement binding on all parties, notwithstanding that all
parties are not signatories to the same counterpart. Each copy of this document so executed shall constitute
an original. There are no understandings,agreements or representations,oral or written, not specified herein
regarding this License. Licensee, by the signature below of it or its authorized representative, hereby
acknowledges that Licensee has read this License, understands it and agrees to be bound by its terms and
conditions.
The parties have executed this License effective as of the 15'day of May, 2014. Licensee shall not
record this License.
IN WITNESS WHEREOF,the Parties have caused it to be executed as of the effective date indicated above.
PORTLAND GENERAL ELECTRIC COMPANY LICENSEE: CITY OF Tigard
an Oregon Corporation a political subdivision of the State of Oregon
4
By: r By: _--
i.
Name: Mi e- ivingston Name: A. 4a-f A$-
Title: Manager, Property Services Title: G9 PI99-LIP VC—.
Address: 121 SW Salmon Street Address: 13125 SW Hall Blvd.
Portland, Oregon 97204-9891 Tigard, Oregon 97223
Attn: Mike Livingston, Property Services Attn: Aetna Kam rZ.
PAGE 6 OF 7 PAGES—PGE LICENSE AGREEMENT(City of Tigard)-
EXHIBIT "A"
LICENSE AREA DESCRIPTION/DEPICTION
•
PAGE 7 OF 7 PAGES-PGE LICENSE AGREEMENT(City of Tigard)-
I � r
CERTIFICATE OF COVERAGE
Agent This certificate is issued as a matter of
Brown & Brown Northwest Insurance information only and confers rights
upon the certificate holder other than
2701 NW Vaughn St, Ste. 340 those provided in the coverage
g
Portland, OR 7210 document. This certificate does not
amend,extend or alter the coverage
afforded by the coverage documents citycounty insurance services
listed herein.
www.beechercar[son.com
Named Member of Participant Companies Affording Coverage
Clty of Tigard COMPANY A CIS
13125 SW Hall Blvd
Tigard OR 97223 COMPANY B National Union Fire Ins Co
COMPANY C RSUI Indemnity
LINES OF COVERAGE
This is to certify that coverage documents listed herein have been issued to the Named Member herein for the Coverage period indicated. Not withstanding any requirement,term
or condition of any contract or other document with respect to which the certificate may be issued or may pertain,the coverage afforded by the coverage documents listed herein is
subject to all the terms,conditions and exclusions of such coverage documents.
Type of Coverage Company Certificate Effective Termination Coverage Limit
Letter Number Date Date
General Liability General Aggregate $30,000,000
Commercial General Liability A 13LTIG 7/1/2013 7/1/2014 Each Occurrence $10,000,000
Public Officials Liability
/ Employment Practices
Occurrence
Auto Liability General Aggregate: NONE
✓ Scheduled Autos A 13LTIG 7/1/2013 7/1/2014 Each Occurrence: $10,000,000
Hired Autos
Non-Owned Autos
Auto Physical Damage
✓ Scheduled Autos A 13APDTIG 7/1/2013 7/1/2014
Hired Autos
Non-Owned Autos
Property A 13PTIG 7/1/2013 7/1/2014 Per Filed Values
Boiler and Machinery A 13BTIG 7/1/2013 7/1/2014 Per Filed Values
V Excess Crime B 13ECTIG 7/1/2013 7/1/2014 Per Loss $1,000,000
Excess Earthquake C 13EQTIG 7/1/2013 7/1/2014 Each Occurrence $5,000,000
✓ Excess Flood C 13FTIG 7/1/2013 7/1/2014 Each Occurrence $5,000,000
✓ Workers'Compensation A 13WTIG 7/1/2013 7/1/2014 Coverage A and B
Description:
CIS General and Auto Liability Coverage Agreement July 1,2013 applies. Refer to attached.
In reference to license agreement for placement of signs at Scholls Substation located at
17026 SW Friendly Lane,Washington County
Certificate Holder: CANCELLATION:Should any of the coverage documents herein be cancelled before the
expiration date thereof,CIS will provide 30 days written notice to the certificate holder named
herein,but failure to mail such notice shall impose no obligation or liability of any kind upon
Portland General Electric CIS,its agents or representatives,or the issuer of this certificate.
121 SW Salmon Street
Portland OR 97204-9891
Christina Walston Date: 5/5/2014
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CIS TRUST
GENERAL AND AUTO LIABILITY COVERAGE AGREEMENT
This is an agreement between the Trust, as defined herein, and the named member identified in the
General &Auto Liability Coverage Declarations as"Named Member"for"Public Entity Liability Coverage"
for the applicable coverage period. Various provisions of this agreement restrict coverage. Read the
entire coverage agreement carefully to determine rights, duties, and what is and what is not covered.
Words or phrases that appear in bold-faced type have special meaning and are defined in Sections 1,
1013, 11 B, and 12C.
1. DEFINITIONS
A. "Administration" means:
(1) Giving counsel to employees with respect to the employee benefit programs;
(2) Interpreting the employee benefit programs;
(3) Handling records in connection with employee benefit programs;
(4) Effecting enrollment,termination or cancellation of employees under the employee
benefits programs;
provided all such acts are authorized by the named member.
B. "Airport" means any area of land or water that is intended for the landing and takeoff of
aircraft, and includes its buildings and related facilities, if any.
C. "Bodily Injury" means bodily injury, sickness or disease sustained by a person including
death resulting from any of these.
D. "Claim" means any notice or demand to the named member by or on behalf of a party
seeking damages that reasonably communicates to the named member the party's intent
to seek money damages from the member.
E. "Covered Auto" means any vehicle designed for land transportation, whether or not
licensed for highway use, and owned or operated by the member.
F. "Damages" means all sums recoverable by law from any liability covered under this
coverage agreement, including punitive damages if awarded, but not including any sums
awarded for plaintiff's attorney fees, or expert fees, under any statute including but not
limited to, 42 U.S. Code, 1988, in any case in which monetary damages are not sought or
not awarded. Damages do not include:
(1) Costs necessary to comply with injunctions or declaratory relief.
(2) Sums recoverable for breach of contract; express or implied.
(3) Sums awarded as compensation due or accruing to the benefit of the employee
while still employed by the named member.
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(4) Sums sought or awarded for claims of unjust enrichment, money had and received
or replevin.
G. "Employee benefit programs" shall mean group life insurance,group health insurance,
profit sharing plans, pension plan, employee stock subscription plans, workers'
compensation, unemployment insurance, social security, disability benefits insurance and
travel, savings or vacation plans.
H. "Fungus or fungi" includes but is not limited to any form or type of mold, mushroom or
mildew.
I. "Hazardous properties" means radioactive, toxic or explosive properties.
J. "Hospital" or"nursing home" means any facility with an organized medical staff, with
permanent facilities that include inpatient beds and with medical services, including
physician services and continuous nursing services under the supervision of registered
nurses, to provide diagnosis and medical or surgical treatment including but not limited to
providing treatment for 1)acutely ill patients and accident victims, 2)mentally ill patients or
3)patients in special inpatient care facilities. However, in-patient care facilities incidental to
correctional facilities shall not be considered a hospital or nursing home.
K. "Member" means the entity named on the declarations page and its officers, employees
and agents including volunteers, authorized to act on behalf of the named member, all
acting within the scope of their employment or duties whether arising out of a
governmental or proprietary function. The term member shall also include additional
members to the extent coverage is afforded under the definition of additional member.
(1) "Named member" means the entity named as such on the Declarations page of
the coverage agreement,
(2) "Additional member" means any party whom a public body covered under this
coverage agreement has agreed to hold harmless, indemnify or defend pursuant to
a contract or other agreement lawfully entered into by such public body. However,
in no event shall coverage under this coverage agreement extend to such party for
any claim arising out of an occurrence after the expiration of this coverage
agreement or the expiration of the contract or agreement entered into by the public
body, whichever shall occur first. Further, in no event shall coverage under this
coverage agreement extend to such party for any claim, however or whenever
asserted, arising out of such party's sole negligence. Except as specified in this
paragraph, such party shall have no rights under the Trust Agreement, Bylaws or
Rules of the Trust. The term "additional insured" if used on a certificate of
coverage, shall be understood to mean the same as additional member.
L. "Nuclear Facility" means:
(1) Any nuclear reactor;
(2) Any equipment or device designed or used for:
a. separating the isotopes of uranium or plutonium,
b. processing or utilizing spent fuel, or
C. handling, processing, or packaging nuclear waste;
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T. "Property Damage" means injury to or destruction of tangible property.
U. "Source material," "special nuclear material," or "by-product material" have the
meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof.
V. "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been
used or exposed to radiation in a nuclear reactor.
W. "Spore(s)" include any reproductive body produced or arising out of any fungus or fungi.
X. "Trust Agreement"means the CITY COUNTY INSURANCE SERVICES DECLARATION
AND AGREEMENT OF TRUST.
Y. "Trust" means the CIS or CIS Trust, as described in the Trust Agreement.
Z. "Waste" as used in exclusion Section 41, includes, but is not limited to, materials to be
recycled, reconditioned, or reclaimed.
2. COVERAGES
In accordance with and subject to the General&Auto Liability Coverage Declarations applicable to
the named member to which this Coverage Agreement applies; the City County Insurance
Services Declaration and Agreement of Trust(herein"Trust Agreement");the Bylaws and Rules
of the Trust; and the terms, conditions, and limitations of this Coverage Agreement and in
consideration of the contribution for which this coverage agreement is written,the Trust will pay on
behalf of the member all damages arising out of an occurrence, not to exceed the Limits of
Liability as set further described in Section 4. of this Coverage Agreement because of:
Coverage A: Liability arising under Oregon Revised Statutes 30.260 to 30.300;asserted
pursuant to ORS 30.260 to 30.300.
Coverage B: Liability arising under 42 U.S. Code 1983; 42 U.S. Code 2000e, et seq.
(Title VII of the Civil Rights Act of 1964); 29 U.S. Code 621, et seq. (Age
Discrimination in Employment Act of 1967); The Americans With
Disabilities Act; The Civil Rights Act of 1991; 42 U.S. Code 1981; 42 U.S.
Code 3601, et seq. (The Fair Housing Act); ORS Chapter 659; ORS
Chapter 659A; ORS 652.355; ORS 654.062; 29 U.S. Code Sec. 261, et
seq. (Family and Medical Leave Act); or any law amendatory thereof.
Coverage C: Tort liability for bodily injury, personal injury and property damage for
which the member is legally liable under the laws of anyjurisdiction other
than the State of Oregon and other than any United States Federal
jurisdiction to which this coverage agreement applies.
Coverage D: Tort liability for the negligence of others assumed by the named member
under contract, except as hereinafter limited in the definition of the term
"member."
Coverage E: Liability to a named member's employee, prospective employee, former
employee or the beneficiaries or legal representatives thereof, arising out
of, and asserted pursuant to, ORS 30.260 to 30.300, and caused by an
occurrence consisting of or based upon the member's negligent errors or
omissions in the administration of the named member's employee
benefits program.
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Coverage F: Uninsured/Underinsured Motorists Coverage as set forth in Section 10 of
this coverage agreement, pursuant to ORS 278.215. The Limits of Liability
of such coverage with respect to a member shall the Per Occurrence Limit
for General and Auto Liability Coverage as set forth in the General and
Auto Liability Declarations The limits of liability of such coverage with
respect to a permissive user of a covered auto, other than a member,
shall be the amounts set forth in ORS 806.070 that is the minimum liability
limits of the Financial Responsibility Law as provided in the Oregon Vehicle
Code and as set forth in Section 8 of this coverage agreement.
In accordance with and subject to the Declarations, the Trust Agreement, Bylaws and Rules of
the Trust, and in consideration of the contribution for which this Coverage Agreement is written,
and independent of Coverages A - F above, the Trust will pay:
Coverage G: Legal expenses reasonably incurred by a public official of the named
member arising out of defense of a complaint alleging violation of ORS
244.040 or 244.120 to 244.135, subject to the terms and conditions set
forth in Section 7, ETHICS LEGAL EXPENSE COVERAGE of this
coverage agreement.
Coverage H: The actual or alleged accidental discharge, dispersal, release or escape of
pollutants, subject to the terms, conditions, and limitations set forth in this
Coverage Agreement, specifically including,without limitation, Section 11,
LIMITED POLLUTION LIABILITY COVERAGE.
Coverage I: Unless such expenses or damages are otherwise covered by this
Coverage Agreement, CYBER SECURITY EXPENSE COVERAGE as set
forth in Section 12.
The Trust shall have the right and duty to defend, with legal counsel selected by the Trust, any
claim or suit against the member seeking damages, even if any of the allegations of the suit are
groundless, false or fraudulent, and may make such investigation and settlement of any claim or
suit as it deems expedient. The duty to defend any claim or suit shall terminate, except as
provided hereafter, when such claim or suit ceases to seek damages against the member.
Provided, however, that the duty to defend any claim or suit shall not terminate so long as the
claim or suit includes an allegation of breach of an implied contract arising out of an employment
relationship with the named member.
3. DEDUCTIBLES
A. CONDITIONAL DEDUCTIBLE: Employment Practices
The named member is responsible for the first$5,000 of any settlement or judgment paid
by the Trust on behalf of the member with respect to any claims arising out of the
termination of employment or suspension without pay and benefits of any employee of the
named member. However,this deductible shall be waived if the member has contacted
the Trust, before such termination or suspension of employment, and has followed all
reasonable advice provided to the member by the Trust with respect to such termination
or suspension of employment. The $5,000 deductible, or the applicable portion thereof
payable by the named member,will be charged to the named member by the Trust after
settlement of the claim or payment of the judgment by the Trust.
This conditional deductible provision does not apply to claims of"constructive discharge."
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