PacTrust License Agreement - November 2017 - Tigard PD (2) I REVOCABLE LICENSE AGREEMENT
z THIS REVOCABLE LICENSE AGREEMENT(this "Agreement") is entered into as of
3 the Effective Date(defined below), by and between PACIFIC REALTY ASSOCIATES, L.P., a
4 Delaware limited partnership("Licensor")and CITY OF TIGARD POLICE DEPARTMENT,a
5 municipal corporation of the State of Oregon("Licensee").
6 RECITALS
7 A. Licensor is the owner of that certain real property comprising building No. 10 (the
8 "Building")of Pacific Corporate Center at the address commonly known m 7007 S.W.Cardinal
9 Lane,Suite 135,Portland,Oregon 97224(the"Property"). -
10 B. Licensee desires to use that portion of the Property depicted as the Licensed Area on
11 Exhibit A attached hereto and incorporated herein(the"Licensed Area")solely for fitness testing
12 for police officer recruits(the"Permitted Use").
13 C. Licensor is willing to grant a license to Licensee for the sole purpose of engaging in
14 the Permitted Use on the Licensed Area subject to and otherwise on the terms and conditions
15 stated herein. Licensee desires to accept such license on such terms and conditions.
16 AGREEMENT
17 NOW,THEREFORE,in consideration of the mutual covenants and conditions contained
18 herein and for other good and valuable consideration, receipt of which is acknowledged by the
19 parties hereto,Licensor and Licensee hereby agree as follows:
20 1. Effective Date;Incorporation.
21 Notwithstanding any provisions to the contrary contained herein, the provisions of this
22 Agreement shall be effective on that date as of which both Licensor and Licensee have executed
23 this Agreement as shown next to the respective signatures below (the "Effective Date"). The
24 provisions of the Recitals set forth above are hereby incorporated into the body of this
25 Agreement.
26 2. Grant of License.
27 For good and valuable consideration, receipt and sufficiency of which are hereby
28 acknowledged,during the Term(defined below),Licensor hereby grants to Licensee a revocable
29 non-transferable license to use the Licensed Area solely for the Permitted Use.
3o 3. Term;Termination of License.
31 The term of this Agreement shall be for thirty-three(33) days commencing on
32 November 20,2017(the"Commencement Date")and expiring December 22,2017(the"Term").
33 4. Insurance and Indemnity.
34 4.1. Insurance. Licensee shall keep all of Licensee's property on the Licensed Area
35 insured against fire and other risks covered by a "Causes of Loss - Special Form" property
36 insurance policy in an amount equal to the replacement cost of such property. Licensee shall
37 also carry commercial general liability insurance written on an occurrence basis with policy
38 limits of not less than Two Million and No/100 Dollars ($2,000,000.00) each occurrence. In
39 addition, if Licensee's use of the Licensed Area includes any activity or matter that would be
4o excluded from coverage under a commercial general liability policy, Licensee shall obtain such
41 endorsements to the commercial general liability policy or otherwise obtain insurance to insure
42 all liability arising from such activity or matter in such amounts as Licensor may reasonably
43 require. Such commercial general liability insurance shall be (i)provided by an insurer or
44 insurers who are approved to issue insurance policies in the State in which the Licensed Area is
45 located, and (ii)shall be evidenced by a certificate delivered to Licensor on or prior to the
46 Commencement Date stating that the coverage shall not be cancelled or materially altered
47 without thirty(30) days advance written notice to Licensor. Licensor shall be named as an
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I additional insured on such policy together with,upon written request from Licensor, Licensofs
2 mortgagee and Licensor's managing agent.
3 4.2. Waiver of Subrogation. Licensor and Licensee each hereby releases the other,
4 and the other's partners, officers, directors, members, agents and employees, from any and all
5 liability and responsibility to the releasing party and to anyone claiming by or through it or under
6 it,by way of subrogation or otherwise,for all claims,or demands whatsoever which arise out of
r damage or destruction of property occasioned by perils which can be insured by a "Causes of
a Loss - Special Form" and/or "special coverage" insurance form, including endorsements
9 extending coverage to the perils of earthquake, earth movement and flood. Licensor and
10 Licensee grant this release on behalf of themselves and their respective insurance companies and
I each represents and warrants to the other that it is authorized by its respective insurance
12 company to grant the waiver of subrogation contained in this Section 4.2. This release and
13 waiver shall be binding upon the parties whether or not insurance coverage is in force at the time
14 of the loss or destruction of property referred to in this Section 4.2.
15 4.3. Indemnification. Except to the extent waived by Section 4.2, Licensee shall
16 indemnify,defend and hold harmless Licensor for,from,against and regarding any claim,loss or
n liability arising out of or related to any action or inaction of Licensee or its employees,
18 contractors, agents or invitees (including, without limitation, any breach by Licensee of this
19 Agreement) or any condition of the Licensed Area in the possession or under the control of
20 Licensee. In the event any action is brought against Licensor by reason of any such claim,
21 Licensee shall resist or defend such action or proceeding by counsel satisfactory to Licensor
22 upon Licensor's demand. Licensor shall have no liability to Licensee for any injury, loss or
23 damage caused by third parties, or by any condition of the Licensed Area, except to the extent
24 caused by Licensor's sole negligence or willful misconduct, or Licensor's default under this
25 Agreement which continues beyond any applicable notice and cure periods. The obligations
26 under this Section 4.3 shall survive termination of this Agreement.
27 5. Maintenance of Licensed Area.
28 Licensee has inspected the Licensed Area and has found it to be in good condition and
29 repair and accepts the Licensed Area, the Building and the Property in their present "as-is"
30 condition. Licensee shall maintain the Licensed Area in a good, clean, lien-free and safe
31 condition. Licensee shall make no additions, alterations or improvements to the Licensed Area,
32 the Building or the Property whatsoever. Licensee shall,prior to the expiration of the Term or
33 any termination of the license granted hereunder,(i)restore the Licensed Area to the condition in
34 which it existed immediately prior to the commencement of the Term, (ii) remove any and all
35 fixtures, equipment and other personal property from the Licensed Area (and shall repair and
36 restore any and all damage to the Licensed Area, Building or Property caused by such removal),
37 and(iii)vacate the Licensed Area and surrender the same to Licensor in broom clean condition.
38 In the event Licensee fails to remove any equipment, fixtures and personal property as set forth
39 herein, Licensor may dispose of such property as it deems fit at the expense of Licensee and
40 Licensee hereby specifically consents to Licensor's use of such self-help remedy and releases
41 Licensor from any and all damage caused to Licensee as a result of any such action by Licensor.
42 6. Governmental Compliance.
43 Licensee shall promptly comply with all applicable statutes, ordinances, rules,
44 regulations, orders and requirements, governmental or otherwise, relating to the use of the
45 Licensed Area. Licensee shall not use or permit the use of the Licensed Area for any purpose
46 other than the Permitted Use or in any manner that will tend to create a nuisance or disturb any
47 other party. Licensee hereby represents and warrants that if required, Licensee has obtained all
48 governmental approvals necessary in order for Licensee to use the Licensed Area for the
49 Permitted Use and shall provide written evidence of such approvals in detail reasonably
50 acceptable to Licensor simultaneous with the execution of this Agreement by Licensee.
51 7. Hazardous Materials.
52 Neither Licensee nor its agents, employees or contractors, shall cause or permit
53 hazardous materials to be brought upon,kept or used in,on or about the Licensed Area and shall
54 comply with all environmental laws.
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1 8. Prohibition on Assignment.
2 The rights, privileges and benefits herein granted to Licensee shall be personal to
3 Licensee and Licensee shall not assign, transfer or otherwise convey the license granted
4 hereunder or any other rights hereunder or any portion thereof. Any attempted assignment,
5 transfer or conveyance by Licensee to another party shall be null and void.
6 9. Entry by Licensor.
7 Licensor and its authorized representatives shall have the right to enter upon the Licensed
8 Area with reasonable notice(but in no event shall more than twenty-four(24) hours'notice be
9 required)to determine Licensee's compliance with this Agreement,to make necessary repairs to
10 the Building or the Licensed Area, or to show the Licensed Area or the Building to any
11 prospective occupant or purchasers. Licensor may place and maintain upon the Building and/or
12 Licensed Area notices for leasing or sale of the Building and/or the Licensed Area. Licensor
13 may enter upon the Licensed Area without notice by any means necessary in the case of an
14 emergency.
15 10. Notices.
16 Any notice or demand required or permitted to be given hereunder shall be in writing and
17 may be served personally or by mail;if served by mail it shall be addressed to:
18 Licensor: Pacific Realty Associates,L.P.
19 Attn: R/E Counsel—Facility No.pcc234 cityofti
20 15350 S.W.Sequoia Parkway,Suite 300
21 Portland,OR 97224
22 Licensee: City of Tigard Police Department
23 Atm: Sergeant Leigh Erickson
24 13125 SW Hall Blvd
25 Tigard,OR 97223
26 Notices may be sent by any of the following means: (i) by delivery in person; (ii) by
27 certified U.S.mail,return receipt requested,postage prepaid;or(iii)by FedEx or other reputable
28 "overnight"delivery service,provided that next-business-day delivery is requested by the sender.
29 Notices delivered in person shall be deemed effective immediately upon receipt (or refusal of
30 delivery or receipt). Notices sent by certified mail shall be deemed given three(3)days after the
31 date on which the notice was deposited with the U.S. Postal Service. Notices sent by FedEx or
32 other reputable"overnight"delivery service shall be deemed given on the date deposited with the
33 delivery service. Either party may,from time to time,by written notice to the other,designate a
34 different address which shall be substituted for the one above specified.
35 11. Miscellaneous.
36 11.1. Survival. Except to the extent specifically provided herein, the rights and
37 obligations set forth in this Agreement shall survive and shall continue to be enforceable
38 following the expiration of this Agreement.
39 11.2. Waivers. No waiver by Licensor of any provision of this Agreement shall be
40 effective unless in writing or shall be deemed to be a waiver of any other provision hereof or of
41 any subsequent breach by Licensee of the same or any other provision.
42 11.3. Governing Law. This Agreement shall be construed, applied and enforced in
43 accordance with the laws of the State in which the Licensed Area is located.
44 11.4. OFAC. Licensee represents and warrants to Licensor that Licensee is not and
45 shall not become a person or entity with whom Licensor is restricted from doing business under
46 any current or future regulations of the Office of Foreign Asset Control ("OFAC") of the
47 Department of the Treasury (including, but not limited to, those named on OFAC's Specially
48 Designated and Blocked Persons list) or under any current or future statute, executive order
49 (including, but not limited to,the September 24, 2001, Executive Order Blocking Property and
50 Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
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I Terrorism), or other governmental action and is not and shall not engage in any dealings or
2 transaction or be otherwise associated with such persons or entities.
3 11.5. Attorneys'Fees. In the event that ether party hereto brings an action at law or in
4 equity to enforce or seek redress for the breach of this Agreement, the prevailing party in such
s action shall be entitled to recover from the other the prevailing party's reasonable attorneys'fees
6 and all costs(including without limitation,witness fees and discovery costs)thereby incurred.
7 11.6. Counterparts: Delivery by Facsimile or Electronic Mail. This Agreement may be
s executed in counterparts,each of which will be considered an original and all of which together
9 will constitute one and the same agreement. This Agreement or any counterpart may be
to executed and delivered by facsimile or by electronic mail in pdf format and such signatures shall
1 t be binding upon the party delivering the same as if they were originals,with an executed original
12 hard copy to follow via overnight courier or U.S.mail at the request of any party hereto.
13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
14 respective dates set opposite their signatures below,but this Agreement on behalf of such party
is shall be deemed to have been dated as of the Effective Date.
16 LICENSOR:
17 PACIFIC REALTY ASSOCIATES,L.P.,
18 a Delaware limited partnership
19 By: PacTrust Realty,Inc.,
20 a Delaware corporation,
21 its fenartner
22 Date: t I�2 t ,2017 By: `�^
23 Eric VVSporre,Vice President
24 LICENSEE:
25 CITY OF TIGARD POLICE DEPARTMENT,
26 a municipal corporation of the State of Oregon
27 Date: ,2017 By: 4zz
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Page 4 Portland,OR
THE BUILDING
THE PROPERTY
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THE LICENSED AREA
8,335 SF TOTAL
CITY OF TIGARD POLICE DEPARTMENT
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PACIFIC CORPORATE CENTER
EXHIBIT A
BLDG. #10(PTR#234)
NOT TO SCALE 7007 S.W.CARDINAL LANE #135
PACTRUST PORTLAND,OR 97224
11/16/17