PPR Washington Square LLC - REVOCABLE LICENSE AGREEMENT ~ KFX 1-43RIFO
REVOCABLE LICENSE AGREEMENT
(City of Tigard/City of Tigard Police Department Kiosk -Washington Square)
This Revocable License Agreement (the "Agreement") is made as of this day of
20L,5 by and between PPR Washington Square LLC, a Delavale Limited
Li bili y company ("Licensor') and City of Tigard, a Oregon Government Agency ("Licensee"),
based upon the following facts and circumstances:
A. Licensor is the owner(s) of the shopping center commonly known as Washington
Square and located at 9585 S.W. Washington Square Road Tigard, OR 97223 (the "Center");
and,
B. Licensee desires to license a portion of the Center for the Licensed Activity (as
hereinafter defined), upon such terms, covenants and conditions as are more particularly
described herein.
NOW THEREFORE, in consideration of the mutual covenants herein contained and the
terms and conditions hereinafter set forth:
1. The"Term"of this Agreement shall commence on March 17, 2015 (the
"Commencement Date"), and shall terminate on March 17, 2016, unless sooner terminated as
provided for herein. Notwithstanding the foregoing, Licensor may terminate this Agreement, at
any time, on Two(2) days prior written notice thereof.
2. License Fee.
(a) Minimum Guaranteed License Fee. Licensee shall pay to Licensor as a license fee
(the "Minimum Guaranteed License Fee"), the sum of Zero Dollars ($0.00), payable in
accordance with the amounts and the schedule set forth on Exhibit A attached hereto and
incorporated herein by reference.
(b) Percentage Rent. Intentionally Omitted.
(c) The fees payable herein includes the excise, transaction, rental, sales or privilege tax
(except net income tax) now or hereafter levied or imposed upon Landlord or the owner(s) of the
Center by any governmental agency on account of, attributed to or measured by this Agreement
which taxes are subject to change based on applicable law. The License Fee shall be sent to the
following lockbox address for the Center: PPR Washington Square LLC P.O. Box 849471 Los
Angeles, CA 90084-9471 or any other person or firm as Licensor may designate in writing. If
Licensor so notifies Licensee in writing (and Licensee is able to reasonably comply), all fees due
Licensor hereunder shall be made by electronic money transfers in accordance with Licensor's
written directive therefor. Licensee shall be obligated to pay the fees hereunder when due
regardless of whether Licensee receives a statement therefor.
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3. Licensed Activity. Licensee shall use the Premises (as defined below) during the
Term solely for the following purpose: City of Tigard Police Department Kiosk (the "Licensed
Activity"), as further described on Exhibit B attached hereto and incorporated herein by this
reference. Licensee may not use the Premises for any other use or purpose.
4. Premises. The "Premises" wherein Licensee may operate during the Term is
approximately 30 as depicted on Exhibit C attached hereto and incorporated herein by
reference, which specific location shall be mutually agreed upon by the parties. No other portion
of the Center may be used by Licensee, except for the Common Area in common with other
persons and except as otherwise provided for herein. As used herein, the term "Common Area"
shall mean all realty and improvements in or at the Center now or hereafter made available by
Licensor for the general use, convenience and benefit of Licensee and tenants of the Center.
Licensee agrees that the Premises or any portion thereof may be relocated at any time at the
discretion of, and without liability to, Licensor, to a mutually agreed upon location within the
Center. If Licensor and Licensee cannot agree on the relocation premises, Licensor shall make
the final determination.
5. Marketing and Sponsorship Components. In connection with this
Agreement, Licensee shall be granted the following advertising and sponsorship components
("Sponsorship Components"): n/a All Licensee created collateral, including (i) the Sponsorship
Components, (u) signage or banners, (iii) any literature, prizes or gifts that contain the Center
and/or Licensor's logo; or(iv) other similar items shall be subject to the prior approval of Licensor.
Licensee agrees that Licensor shall be entitled to review and approve the nature, content and
scope of all of items provided by Licensee. The parties acknowledge and agree that Licensor and
Licensee shall mutually determine the precise areas or locations of the Sponsorship Components,
which areas or location may be changed by Licensor. All locations of the collateral contained
herein are subject to change by Licensor. All artwork shall be designed and provided by Licensee
to Licensor. All artwork shall contain 90% image/10% copy and require the prior approval of
Licensor before any signage or advertising is produced or displayed at the Center. All production
and installation of signage and advertising components and graphics are to be at the sole
expense of Licensee. Licensor will coordinate all final signage installation using Licensee
prepared artwork unless otherwise agreed to by the parties. The foregoing marketing efforts are
subject to change from time to time and may vary, based on the circumstances for Licensor and
Licensee. Licensor and Licensee agree to negotiate in good faith regarding any changes and
variances and to cooperate with regard to any such variances and substitutions. The Sponsorship
Components shall not supersede any existing or future obligation created by a lease or other
agreement with a tenant or other occupant of the Center.
6. Non-Exclusivity. Licensee hereby acknowledges and agrees that the Licensed
Activity and any and all rights granted under Paragraph 5 of this Agreement shall be non-
exclusive.
7. Insurance. Licensee, at its sole cost and expense, shall obtain and keep in
full force and effect while conducting any activities at the Center, a policy of commercial general
liability insurance, including broad form property damage liability and personal injury liability
coverage, arising out of Licensee's operations, including Licensor, Washington Square, PPR
Washington Square LLC, Macerich PPR Corp., The Macerich Partnership, L.P., and The
Macerich Company, as additional insureds. Said insurance shall at all times be in an amount of
not less than Two Million Dollars ($2,000,000.00) combined each occurrence in the aggregate for
personal and bodily injury and property damage. Licensee, at its sole cost and expense, shall
also obtain and keep in full force and effect while conducting any activities at the Center,
commercial automobile liability insurance having a combined single limit of not less than Two
Million Dollars ($2,000,000.OQ) each accident and insuring Licensee against liability for claims
arising out of ownership, maintenance, or use of any owned, hired, borrowed or non-owned
vehicle. All such insurance shall specifically insure Licensee as to liability for injury to or death of
persons and injury or damage to property, subject to standard policy provisions. To the extent
applicable, Licensee shall also obtain and keep in full force and effect during the Term of this
Agreement, workers' compensation insurance in the amount required by the State in which the
Center is located and Employers' Liability insurance on an "occurrence" basis but, in either case,
with a limit of not less than Five Hundred Thousand Dollars ($500,000) each accident, Five
Hundred Thousand Dollars ($500,000) each employee by disease and Five Hundred Thousand
Dollars ($500,000) policy aggregate by disease, covering all persons employed by Licensee in
the conduct of its operations (including the all states endorsement and, if applicable, the
volunteers endorsement). Certificates evidencing the coverages required under
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this Paragraph 7 shall be delivered to Licensor prior to Licensee entering upon the Center.
To the extent applicable, if Licensee contracts with or hires independent contractors or
vendors to participate in the Licensed Activity at the Center, Licensee shall require such
independent contractors and/or vendors to obtain, maintain and furnish to Licensee and Licensor
satisfactory evidence of insurance with coverages, limits, and additional insureds endorsement
outlined above. Licensee shall not allow any independent contractor or vendor to enter the Center
until each has obtained and submitted the insurance evidence required herein.
8. Indemnification. Licensee hereby agrees to indemnify, defend and hold Licensor
harmless from and against any and all suits, actions, claims, demands, losses, costs, damages,
liabilities, fines, expenses and penalties (including reasonable attorney's fees) arising out of (i)
Licensee's or its independent contractors' or vendors' actual and alleged actions or non-actions,
and (ii) Licensee's or its independent contractors' or vendors' breach of any representation,
warranty, term, condition or performance of or under this Agreement. Licensor shall not be liable to
Licensee for any injury, damage or loss arising out of or in any way related to any act, omission or
negligence of tenants or other occupants of the Center or patrons, customers or invitees of the
Center, all such claims against Licensor for any such injury, damage or loss being hereby
expressly waived by Licensee. Licensee's obligation to indemnify Licensor as herein provided shall
survive the expiration or earlier termination of this Agreement for acts or omissions occurring prior
to such expiration or termination. For purposes of this paragraph only, the term "Licensor"shall be
deemed to include the owner(s) of the Center and its management company, The Macerich
Company and the partners, shareholders and/or members of each of these entities.
9. Sales Report. Intentionally Omitted
10. Default. The occurrence of any of the following shall constitute an event of
default:
i). Any failure by Licensee to pay any sums due hereunder if such failure continues for a
period of time in excess of 3 days after notice from Licensor to Licensee
ii). Any failure by Licensee to perform any other of the terms, conditions, or covenants of
this Agreement to be observed or performed by it if such failure continues for a period of time in
excess of 3 days after written notice; or,
iii). Licensee's attempt to "assign" this Agreement or any of Licensee's rights hereunder
contrary to Paragraph 11 of this Agreement.
11. Assignment. This Agreement, and the rights granted hereunder, are personal
to Licensee and are non-assignable and non-transferable by Licensee. Any attempted
assignment or other transfer of this Agreement or any rights hereunder by Licensee shall be null
and void, have no effect and confer no rights upon any third party.
12. Manner of Operation. Licensee and its employees shall wear appropriate attire
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at all times while in the Center pursuant to this Agreement. Licensee agrees to comply with (and
cause its officers, employees, contractors, invitees and all others doing business with Licensee, to
comply with) all rules and regulations of general applicability regarding the Center as may be
established by Licensor at any time and from time to time during the Term, including without
limitation the Operating Rules set forth on Exhibit D, attached hereto and incorporated herein by
reference, to the extent applicable and the rules and regulations pertaining to signs.
13. Suitability of Premises. Licensee hereby accepts the Premises in an "AS IS"
condition and Licensor expressly disclaims any warranty or representation with regard to the
condition, safety, security or suitability of the Premises. It is understood by Licensee that Licensor
does not provide security protection for the Premises and/or Licensee's property. The Premises
have not undergone an inspection by a Certified Access Specialist(CASp).
14. Waiver of Jury Trial.The parties further agree that any legal action or proceeding
related to this Agreement shall be instituted in a court of competent jurisdiction in the state where
the Center is located. This Agreement shall be construed and enforced in accordance with the
laws of the state where the Center is located, including the construction, performance and
enforcement of the Agreement.
15. Compliance with Laws. Licensee shall, at its sole cost and expense, comply with
all laws, ordinances, orders, rules and regulations (state, federal, municipal or any other agency
having or claiming jurisdiction) related to its activities at the Center as provided for under this
Agreement. All business licenses and other applicable permits and licenses shall be secured and
paid for by Licensee, as appropriate.
16. Intentionally Deleted.
17. Notices. All notices required hereunder shall be in writing and may be delivered
by personal service (in which case such notice shall be deemed delivered as of the day of such
delivery) to the other party or via reputable overnight courier, or sent postage prepaid by certified
mail, return receipt requested (in which case such notice shall be deemed delivered as of the third
day after the date of such mailing), to the following addresses, and for notices to be delivered to
Licensor, a copy shall also be sent to the Property Manager at the Center:
To Licensee: City of Tigard
13125 SW Hall Boulevard
Tigard, OR 97223
To Licensor: c/o Macerich
1961 Chain Bridge Road, Suite 105
McLean,VA 22102
Attn: Petra Maruca, V.P., Business Development
With a copy to: The Macerich Company
401 Wilshire Blvd., Suite 700
Santa Monica, CA 90401
Attn: Legal Departments
18. Representations and Warranties. Licensee represents and warrants to
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Licensor that it has all of the rights required under state and federal law for the use of trademarks
and service marks of Licensee and its affiliates, including their names and logos during the Term
of this Agreement. Licensee hereby grants to Licensor (at no cost to Licensor) the right and
license to use, exploit, print, publish, reproduce, display, distribute and broadcast and to grant
others the right to use, exploit, print, publish, reproduce, display, distribute and broadcast all such
trademarks and service marks, including Licensee's and its affiliates' names and logos, during the
Term of this Agreement in connection with the Licensed Activity.
19. Condition of the Premises. Upon the expiration or earlier termination of this
Agreement, in whole or in part, for any reason whatsoever, Licensee shall leave the Premises at
the Center in a neat and broom clean condition, free of debris and in as good condition as when
the Premises were originally delivered to Licensee and repair any penetration or hole left by the
removal of Licensee's personal property, ordinary wear and tear and casualty damage excepted.
Licensee hereby authorizes Licensor to remove all such personal property upon Licensee's failure
to remove all personal property from the Center after the expiration or earlier termination of this
Agreement. Licensee hereby waives any and all loss or damage thereto arising from the
reasonable exercise of this power, and covenants to indemnify and hold harmless Licensor from
and against any costs, claims, liens, damages or reasonable attorney fees, and costs and
disbursements arising from such removal.
20. Attorneys' Fees. In the event any legal action is commenced to enforce the terms
of this Agreement, the prevailing party shall be awarded its reasonable attorneys' fees and court
costs.
21. Entire Agreement. This Agreement is an integrated agreement, containing
the entire agreement between the parties as to the matters addressed herein. There are no
agreements between the parties which are not contained herein, and Licensee has not received
or relied on any representations from Licensor or Licensor's agents other than as provided herein.
No subsequent change, modification, or addition to this Agreement shall be binding unless in
writing and signed by the parties.
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Licensor: Licensee:
PPR Washington Square LLC, a City of Tigard,
Delaware Limited Liability Company a Oregon Government Agency
dba : City of Tigard Police Department Kiosk
By : Macerich Management Company a
Delaware Corporation, its Managing Agent
B BY
Name: Alan Orr
NameT4DI�&O,S J Chief of Police
Title: � P
Address: v Address:
9585 S.W.Washington Square Road City of Tigard
Tigard, OR 97223 13125 SW Hall Boulevard
Phone: 503-639-8865 Tigard, OR 97223
Fax: 503-620-5612 Phone: 503-629-0111
Fax: 503-670-1561
Date: Email :jim@tigard-or.gov
Date:
*****SSN or Federal Employer Identification
Number:
*****3940
(Note: Must be supplied or Landlord will not
enter into this agreement)
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EXHIBIT A
Minimum Guaranteed License Fee Payment Schedule
Payment Base Fee Tax Fee(if Total License Payment Due
Number Amount applicable) Fee Date
1 0.00 0.00 0.00
Total Fees Due 0.00
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EXHIBIT B
DESCRIPTION: Digital display featuring public service announcement messaging and for no
other purpose. Advertising is prohibited.
DATE: 11/25/14
LICENSEE EMERGENCY CONTACT INFORMATION/E-MAIL ADDRESS: Jim Wolf, (503)
639-6168, E.wolf(a tigard-or.gov
A. Set-up Requirements:
1. Date: March 9, 2015
2. Requirements:
a) Set up must be completed by Center's time of open.
b) Licensee must check in/out with Center management upon entry/exit of the Center.
c) Licensee must use the following area to load in: n/a
d) Licensee must provide COI before entering the Center.
e) Other: n/a
B. Technical Requirements:
1. Electrical
2. ComputerNFi
3. Phare
C. Advertising & Signage:
1. Requested from Center:
2. Within footprint:
3. Web-site:
D. On-Site Activity:
1. Product Distribution: n/a
2. Staffing: n1a
3. Enter-to-win: n/a
4. Live Entertainment: n/a
5. Radio Remote: n/a
E. Other Third Parties Associated with the Licensed Activity: n/a
F. Equipment Requested:
Tables: n/a
Table Skirts: n/a
Staging: n.a
Skirting for Stage: n.a
Chairs: n.a
Stanchions:n/a
Trash Can: n/a
Sound System (microphone): n/a
Pipe and Drape Sections: n/a
Podium: n/a
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G. Closing and Tear Down:
1. Date: 09-March-16
2. Requirements:
a) Tear Down must be complete after Center closes for business and before Center's time
of open.
b) Licensee must check in/out with Center management upon entry/exit from the Center.
c) Licensee must use the following area to remove its personal property: n/a
d) Other: n/a
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EXHIBIT D
Operating Rules
1. Licensee shall keep the Premises open for business at all times while conducting its
Licensed Activity at the Center and/or during the regular hours for the Center.
2. Licensee shall display no merchandise outside the Premises, as set forth on Exhibit C
and shall keep the Premises and any displays in a safe, clean and proper manner. All boxes
and other paraphernalia are to be stored under covered tables.
3. Licensee shall make arrangements with the Center management for trash removal and
ensure that all trash is promptly removed from the Premises.
4. Licensee shall provide all necessary tables, chairs, identical table skirting (unless provided
by Center management), signs, etc. All tables must be covered to the floor on all four sides. The
tops of tables must also be covered.
5. Any signs used at the Premises shall be professionally prepared, stating the name of the
business and reason for display. All signs are subject to Licensor's prior approval. Any signage
must be approved by the Center's Marketing Manager prior to entering the Center.
6. Licensee shall, upon execution of this Agreement, adhere to all plans provided to the
Center's Marketing Manager related to the Premises layout, location of equipment, set-up and
take-down, and times and dates of display.
7. Licensee shall not permit food or beverages to be consumed at the Premises. Licensee
shall not permit food or beverages to be distributed or sold to customers at the Premises without
Licensor's prior approval.
8. Licensee shall display customer sales return policies to the extent applicable.
9. Licensee shall not permit loitering nor solicitation at the Premises. At no time may any
person call out, directly solicit or physically detain customers nor may they enter any store at the
Center or any other premises for the purpose of solicitation. Licensee may not distribute fliers at
the Center outside of the Premises
10. Licensee shall not permit the playing of any musical instrument or radio or television
(including radio remote)or the use of a microphone or loudspeaker in the Premises without
Licensor's prior written approval. Licensor reserves the right to terminate this Agreement if the
volumes exceed those deemed appropriate by Licensor in its sole discretion.
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11. Licensee shall furnish Licensor with emergency contact telephone numbers, a-maii address
and a forwarding mailing address.
12. Licensee shall secure and be responsible for the Premises at the close of business each
day. Licensor assumes no responsibility for the merchandise or display.
13. Licensee shall deliver and surrender to Licensor immediate possession of the Premises
upon the expiration of the Agreement or its earlier termination as provided for in the Agreement,
in the same condition as delivered, normal wear and tear excluded, in broom clean condition.
14. Licensee shall comply with all rule and regulations established by Licensor from time to time
with respect to the common areas, facilities and sidewalks.
15. All items to be sold at the Premises are subject to Licensor's prior approval.
16. All merchandise must be hand-carried to the Premises or, if dollied, the dolly must have wide
rubber wheels only.
17. No equipment(hand trucks, ladders, tools, etc.)will be available or supplied by the Center or
its management.
18. All forms of equipment(i.e., stanchions, fencing, staging, etc.) brought to the Center by
Licensee must have approval by Licensor prior to set up.
19. All materials and equipment shall be brought to the Premises at the times specified by
Center management or the Marketing Manager for the Center.
20. Nothing may be taped or otherwise affixed to fixtures in the Center. Nothing may be
attached, secured to or hung from any architectural fixture in the Center. This includes by way of
example, but is not limited to, walls, ceiling, sculptures, seating areas, plants or planters.
21. Electrical cords may not be run along the Center's floor and customer traffic walkways,
except in areas approved by Licensor in advance and such areas must be covered with an
approved electrical cover.
22. A Center representative will be opening floor electrical sockets and plates at entry time for
the Licensed Activity to the extent applicable. Licensee is prohibited from moving these items.
Only 110-volt household current is available. All electrical cords must be UL-approved.All power
requirements must be discussed and approved by Licensor. Center management must supervise
all approved electrical installations and set up.
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23. Wax floor finishes in the Center are delicate and easily scratched. Licensee is responsible for
any and all damage to the floor in the Center caused by it due to the set-up, tear-down and
operation of the Premises.
24. No credit card signs may be displayed
25. The maximum height allowed for the top of the Premises is six (6)feet.
26. Licensee and each of its employees shall park their vehicles only in areas designated by the
Center's management.
27. Licensee shall furnish and pay for all labor needed to set up and take down the Premises.
Licensee's set-up may not commence earlier than one (1) day prior to Licensee's Licensed
Activity and the complete take down must be finished the day after Licensee's Licensed Activity
has ended. All Licensee equipment, including, but not limited to, portable restrooms, bottled
water, dumpsters, etc. must be removed from the Center by that date.
28. Failure by Licensee, its agents, employees and contractors to abide by any of these
Operating Rules shall entitle Licensor to immediately terminate this Agreement.
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