2 12b POS License Management Port Property
Port of Seattle & The Northwest Seaport Alliance License for Management of Property The parties to this license ("License") are the Port of Seattle, a Washington public port district ("Homeport") and The Northwest Seaport Alliance, a Washington port development authority ("Alliance "), collectively ("Parties"). The Homeport is the owner of certain properties and improvements identified on Exhibit 1 ("Licensed Properties"). The Alliance was created by the Homeport and the Port of Tacoma, on August 4, 2015. The Homeport and the Port of Seattle are the managing members of the Alliance ("Managing Members"). The Parties intend for the Alliance to manage the Licensed Properties on behalf of the Homeport in the manner described below. 1. Alliance as Agent. The Parties agree that the Alliance is designated as the manager and agent for the Homeport and will carry out all the duties and obligations in connection with the use management and operation of the Licensed Properties (to the extent legally permitted) that would be carried out by the Homeport in the absence of this License. 2. Alliance Bound to Charter Terms. The Alliance will comply with the terms of the Alliance Charter executed by the Managing Members, dated August 4, 2015 ("Alliance Charter"). 3. Term & Amendment. The term of this License is co-terminus with the Alliance Charter. The Managing Members may amend Exhibit 1 Licensed Properties at any time to add or delete properties. Such amendment will be effective on the date and in the manner designated by the Managing Members following approval of the amendment pursuant to the Alliance Charter. 4. Homeport Assistance. The Homeport will provide any assistance requested by the Alliance in managing the Licensed Properties, subject to the provisions of and limitations in the Alliance Charter. 5. Licensed Activities. The Homeport agrees to license to the Alliance the authority to carry out the following activities for the Licensed Properties: a. Leasing and Other Agreements. The Alliance will negotiate all leases and other use agreements ("Other Agreements"), including easements, use licenses, covenants, and item 5. 150729.pos. license for management of port property..docx - 1 - such permits as may be required. Final execution of leases and Other Agreements will be carried out in the manner prescribed by the Managing Members. b. Lease and Other Agreement Management. For leases existing as of the Alliance commencement date of August 4,2015 and for future leases and other use agreements (collectively, "Use Agreements") connected to the Licensed Properties, the Alliance will carry out all of the Homeport's duties as landlord and owner and fulfill all of the Homeport's landlord and owner obligations as required under the Use Agreements. The Alliance's duties and obligations will include, but not be limited to: i. Manage all utility services; ii. Design and execute marketing strategies to build business volumes; iii. Enforce all Use Agreement terms imposed upon the tenants or users, including those relating to indemnity, environmental, and insurance obligations; iv. Support the Homeport in defending against any claims made and actions related to terms imposed upon the Homeport brought by the tenants or users, including those relating to Homeport indemnity, environmental, and insurance obligations; v. Comply with all requirements of the Alliance Charter and any other directions from the Alliance ; vi. Communicate with the Use Agreement parties and transmit copies of all communications between those parties and the Alliance to the Homeport; and vii. Submit timely bills and notices to the Use Agreement parties. c. Comply with the terms of the Homeport's Port Management Agreement with the Washington State Department of Natural Resources, to the extent applicable; and d. Comply with all state and federal tax obligations. 6. Other Agreements. For all other agreements connected to the management of the Licensed Properties, the Alliance will be responsible for complying with all conditions and requirements that would otherwise be the responsibility of the Homeport. The Homeport agrees to provide the necessary access (including software licensing) to any proprietary software licensed to the Homeport that the Alliance will need to manage the item 5. 150729.pos. license for management of port property..docx - 2 - Licensed Properties. The Homeport will provide access to the Alliance to all records associated with the Licensed Properties in its control. In the event other actions, information, or assurances are needed or appropriate to carry out the License provisions, the Alliance and the Homeport will each: a. provide such further information, approvals, or assurances; b. execute and deliver such additional documents, instruments and conveyances; and c. take any other actions that may be necessary or appropriate. 7. Insurance and Indemnification. a. The Alliance will provide property insurance for the Licensed Properties it deems appropriate and in accordance with the Alliance PDA Charter, or the Homeports shall name the Alliance as a Loss Payee as its interests may appear for property insurance purchased by the Homeports for properties licensed to the Alliance, and in that case, the Alliance will reimburse the Homeport for its purchase of such property insurance. b. The Homeport shall indemnify, defend, and hold harmless the Alliance, its officials, officers, agents, and employees from any and all claims, damages, lawsuits, liabilities, losses, liens, expenses and costs arising from its actions on behalf of the Homeport as provided in this Agreement. c. For all Homeport liability insurance policies, the Homeport shall instruct its respective insurance companies to name The Northwest Seaport Alliance as ADDITIONAL INSURED and provide a Waiver of Subrogation to extent allowed under applicable policy terms. d. It is further specifically and expressly understood that in providing this indemnification, the Homeport does not waive immunity under Industrial Insurance, Title 51 RCW, EXCEPT, solely for the purposes of this indemnification, the Homeport shall waive such immunity to the extent, and only to the extent, that the Homeport is afforded insurance coverage under an applicable policy for defense and indemnity for such claims by the Northwest item 5. 150729.pos. license for management of port property..docx - 3 - Seaport Alliance originating from injuries sustained to employees of the Homeport. THE HOMEPORT RECOGNIZES THAT THIS WAIVER WAS THE SUBJECT OF MUTUAL NEGOTIATION. e. The indemnification shall extend to and include attorney's fees and the cost of establishing the right of indemnification hereunder in favor of the Alliance. This indemnification shall survive the termination of this Agreement. f. Without affecting any other rights or remedies, Homeport (for itself and on behalf of anyone claiming through or under it by way of subrogation or otherwise) hereby waives any rights it may have against the Alliance, its officers, agents and employees (whether in license or in tort) on account of any loss or damage occasioned to Homeport arising out of or incident to the perils required to be insured against within the License. Accordingly, Homeport shall cause each insurance policy required by the Alliance to further contain a waiver of subrogation clause. The effect of such release and waiver of the right to recover damages shall not be limited by the amount of insurance carried or required or by any deductibles applicable thereto. g. The Alliance will purchase general liability and other casualty and professional liability insurance which will be primary to those policies purchased by the Homeport and others under which the Alliance is named Additional Insured. 8. Financial Matters. a. From August 4, 2015 through December 31, 2015 ("Initial Period"), the Homeport will be responsible for expenses related to the Alliance's management of the Licensed Properties. Beginning January 1, 2016, the Alliance will be responsible for expenses for the Licensed Properties in accordance with the Alliance Charter. b. During the Initial Period, all revenues from the Licensed Properties will be paid to the Homeport. Beginning January 1, 2016, the Alliance will retain all Licensed item 5. 150729.pos. license for management of port property..docx - 4 - Property revenues and remit funds to the Homeport in accordance with the Alliance Charter. 9. General Provisions. a. Dispute Resolution. Any disputes arising under this License will be handled in accordance with the terms of the Alliance Charter or in the manner agreed upon by the Managing Members. b. Non-Assignability. This License is not assignable by either party unless agreed upon by the Alliance and each of the Managing Members. c. Notices. Notices will be in writing and sent by personal delivery, mail, or email to the following addresses: Port of Seattle: Jeff Hollingsworth Senior Manager, Risk Management Port of Seattle P.O. Box 1209, Seattle, WA 98111 Alliance: Kurt Beckett Chief Operations Officer The Northwest Seaport Alliance PO Box 2985, Tacoma, WA 98401-2985 d. Conflict between documents. If any conflict arises between the provisions of this License and the Alliance Charter, the Alliance Charter provisions prevail. e. Property Ownership. No ownership of property will transfer as a result of this Agreement. f. Integration and Amendment. This Agreement constitutes the complete and final agreement of the Parties, replaces and supersedes all oral and/or written proposals and agreements heretofore made by the Parties on the subject matter, and may be modified only by a writing signed by the Parties hereto. g. Copies Posted On Parties' Web Site. Copies of this Agreement shall be posted on each Party's website listed by subject or other electronically retrievable public source. item 5. 150729.pos. license for management of port property..docx - 5 - Authorized for signature by the Alliance and Port of Seattle CEO by public vote of the Alliance Managing Members and the Port of Seattle Commission on August 4, 2015. Dated this _4th_ day of August, 2015. PORT OF SEATTLE THE NORTHWEST SEAPORT ALLIANCE By: ___________________ By: _________________________ Ted Fick John Wolfe Its: CEO Its: CEO item 5. 150729.pos. license for management of port property..docx - 6 - Exhibit 1 - Licensed Port of Seattle Properties & MAP Port of Seattle Description of Licensed Acreage Owner Property 1. Terminal 5 194 Port of Seattle 2. Terminal 18 208 Port of Seattle 3. Terminal 30/25 95 Port of Seattle 4. Terminal 25 South 9 Port of Seattle 5. Terminal 46 89 Port of Seattle 6. Pier 16/17 3 Port of Seattle 7. Terminal 10 15 Port of Seattle 8. Terminal 103 8 Port of Seattle 9. Terminal 104 16 Port of Seattle 10. Terminal 106 Industrial 10 Port of Seattle 11. Terminal 107 5 Port of Seattle 12 Terminal 108 11 Port of Seattle 13. Terminal 115 97 Port of Seattle Total Acres 760 See MAP attached. item 5. 150729.pos. license for management of port property..docx - 7 - PORT OF SEATTLE Approximate Seaport Alliance Asset Acreage Name Acreage Terminal 5 194 Terminal 18 208 Terminal 30/25 95 Terminal 25 South 9 TERMINAL 46 Terminal 46 89 Pier 16/17 3 Elliott Bay Terminal 10 15 Terminal 103 8 Terminal 104 16 Terminal 106 Industrial 10 Terminal 107 5 Terminal 108 11 Terminal 115 97 PIERS 16 & 17 TOTAL 758 TERMINAL 30 Pier 2 TERMINAL 10 TERMINAL 5 CEM West Waterway East Waterway TERMINAL 25 TERMINAL 18 Marine Maintenance TERMINAL 25 SOUTH TERMINAL 103 TERMINAL 104 Duwamish Waterway TERMINAL 106 TERMINAL 108 TERMINAL 107 Duwamish Waterway TERMINAL 115 TERMINAL 115 I Map Date: 7/29/2015 0 0.1 0.2 0.3 0.4 0.5 Seaport Alliance Properties Water Miles Non-Alliance Port Properties Intermodal Rail Yards DISCLAIMER: The information included on this map has been compiled by Port of Seattle staff from a variety of sources and is subject to change without notice. These data are intended for informational purposes and Data Credits: should not be considered authoritative for engineering, navigational, legal and other site-specific uses. The Port of Seattle makes no Street data from King County | Building data from City of Seattle | All other data from Port of Seattle representations or warranties, express or implied, as to accuracy, completeness, timeliness, or rights to the use of such information . Author: Devlin Donnelly
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