1-Appendix A - License Agreement.pdf

THIS LICENSE AGREEMENT dated ___________________________ is between the Board of Supervisors of Fairfax County, located at 12000 Government Center Parkway, Fairfax, Virginia 22035 hereafter referred to as the “County” and ********, Virginia ***** hereafter referred to as “Licensee”.

WHEREAS, the County desires to license to the Licensee certain County owned premises pursuant to providing services under *********** Contract #******* between the County and the Licensee expiring ***** (“the Contract”).

NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration stated herein, the parties mutually agree to the following terms and conditions:

1. LOCATION OF PREMISES/PROPERTY:

a. The Property, located at ******** is owned by the County. Licensee shall have access to the Property, specifically Suite **** which consists of approximately **** square feet of rentable floor area (“the Premises”).

b. It is agreed that by occupying the Premises, Licensee acknowledges that it has had full opportunity to examine the Premises and the Property and accepts the Premises “AS IS”. This License Agreement does not grant any right to light or air over or about the Premises.

c. Licensee agrees to confine its use of the Premises and the Property to the areas specifically described in this License Agreement and any common areas within the Property necessary for entering or leaving the Premises, which is limited to hallways, stairways, doorways, elevators and restrooms. Licensee agrees not to use, occupy or obstruct any room or any area of the Property not specifically licensed to the Licensee.

2. TERM:

a. The term of this License Agreement shall run concurrently with the term of the Contract and its amendments. This License Agreement shall be automatically renewed at any time the Contract is renewed, with all covenants and conditions remaining the same, unless written notice of termination of this License Agreement is given by either party 60 days prior to the end of the then current Contract term, and in this event, this License Agreement shall terminate at the end of the then current Contract term. Should this Licensee be relocated to another facility, this License Agreement shall terminate automatically after Licensee vacates the Property per Section 15 – SURRENDER OF POSSESSION of this License Agreement. Unless specified in the Contract, the County is not responsible for relocating or finding an alternative location for occupancy by Licensee upon termination of this License Agreement.

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b. This License Agreement may be extended for an additional period of 120 days at the option of the County in the event the Contract is not fully executed prior to the end of the then current Contract term.

3. USE: Licensee warrants that the Premises will be used lawfully and agrees to abide by all the provisions for services described in the Contract.

a. The Premises will be used during the hours from 8:00 a.m. until 4:30 p.m., Monday through Friday.

b. The Premises will follow Fairfax County’s inclement weather policy related to closures and delayed openings and will also close for Fairfax County Observed Holidays (the “Holidays”). For purposes herein, the Holidays shall include New Year’s Day, Martin Luther King, Jr. Day, George Washington’s Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Election Day, Veterans’ Day, Thanksgiving, Day After Thanksgiving, Christmas Day.

c. The Premises shall be used by the Licensee solely for the performance of the services set forth in the Contract and for incidental purposes related to performance of such services during the term of the Contract.

4. DEFAULT:

a. If either party fails to perform the covenants, conditions, and agreements herein contained within thirty (30) days following receipt of written notice of such failure (provided, however, such cure period shall be extended as needed if such failure is not capable of correction within thirty (30) days and the defaulting party commences to correct the failures within the initial thirty (30) days and thereafter continuously and diligently prosecutes the cure to completion), then the other party shall have the option to terminate the License effective upon the thirtieth (30th) day following the day receipt by the defaulting party of written notice of the exercise of the termination right for default.

b. Upon receipt of the notice of termination by default from the County, Licensee shall cease its operations on the Premises by close of business on the date of termination and vacate the Premises by close of business on such date of termination. Further, the County is authorized, with or without process of law, to repossess the Premises, and should Licensee fail to vacate the Premises as provided herein, the County is authorized to enter onto the Premises, and to expel and remove Licensee, together with all property of every kind belonging to Licensee.

5. PARKING: Parking of vehicles at the Property shall be at the Licensee’s own risk and in accordance with applicable County parking policies. Licensee will require all deliveries to be made only in areas designated by the County.

6. MODIFICATION AND REPAIRS:

a. Licensee will not be permitted to make any improvement or modification impacting the exterior or structural elements of the Premises. Licensee may make

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improvements to the interior of the Premises after first obtaining prior written approval from the County. Licensee will submit plans and specifications for approval to their contracted County agency. Approval of improvements or modifications will not be unreasonably withheld.

b. If Licensee is approved to make any improvements or modifications, the improvements and/or modifications shall be and remain the sole property of the County at the termination of this License Agreement. Licensee agrees that the County may, at its sole and absolute discretion, require such improvements and/or modifications to be removed and the Premises restored to original condition, with such removal and restoration to be at the Licensee’s expense.

c. Licensee shall not place any of its organizational lettering, signs or objects on doors, windows or outside walls of Premises without written approval of the County. No signs shall be visible through or on windows.

d. Licensee shall not, without the prior written approval of the County, paint, paper, decorate, or drive nails into, deface or injure the walls, ceiling, woodwork, or floors of Premises, install any electrically or mechanically operated equipment (including air conditioners) in the Premises.

e. Licensee shall be responsible for repairs or maintenance necessitated by the negligence of the Licensee, its agents, guests or invitees. All damage to the Premises caused by the Licensee or its agents, guests or invitees shall be repaired promptly by or at the expense of the Licensee.

f. Any renovation or improvements made or obtained by Licensee are made at Licensee’s sole risk and expense, and the County shall not be held responsible for any claims for injury or loss of property due to renovation or improvements made by or for Licensee.

g. Any movable partition, trade fixtures, floor covering, or equipment installed in the Premises at the Licensee’s expense shall remain the property of the Licensee and may be removed by the Licensee.

SERVICES PROVIDED BY THE COUNTY:

a. County will provide utilities to the Premises for normal business operations described in the Contract. However, the County shall not be liable for failure to furnish any of these utilities when such failure is caused by conditions beyond the control of the County.

1) Electrical service for normal business operations. Licensee shall not connect any additional fixtures, appliances or equipment to the Premises electrical system or make any alteration to the system, without the County’s written approval.

2) Heat and Air Conditioning. Heat and Air Conditioning will be provided daily to maintain comfortable occupancy of the Premises under normal business conditions.

3) Water. Cold water for drinking, lavatory and toilet purposes and hot water for lavatory purposes at reasonable temperatures.

b. County will provide full maintenance to the Premises during the term of this License

Agreement to include, but not limited to custodial, plumbing, electrical, sewer and water systems, grass cutting, and repair to the doors, windows and roof, provided that the required maintenance is not caused by the negligence of the Licensee, its agents, guests or invitees. Snow and ice removal, sanding or salting of the driveway, walks and parking areas are performed according to the Fairfax County Maintenance & Stormwater Management Division’s priority schedule.

c. County will provide Licensee with contractor proxy cards for access to the Premises and Property for the hours designated in Section 3.a. Licensee is responsible for the collection and return to Licensee’s contracted agency the proxy card(s) from (1) any employee who is terminated or resigns or (2) from all its employees at the termination of this License Agreement.

d. Normal building services may not be available during the Holidays.

8. LIABILITY AND INSURANCE:

a. Liability for damage to Personal Property and Person. All personal property of the Licensee (including its employees, business invitees, customers, clients, etc.), its agents, family members, guests or trespassers, in and on the Premises, shall be and remain at the sole risk of the Licensee and the County shall not be liable to them for any damage to, or loss of such personal property arising from any act of any other persons nor from the leaking of the roof, or bursting, leaking, overflowing of water, sewer or steam pipers, or from heating or plumbing fixtures, or from electrical wires or fixtures, or from air-conditioning failure. The County shall not be liable for any personal injury to the Licensee (including employees, business invitees, customers, clients, etc.), its agents, family members, guests or trespassers arising from the use, occupancy and/or condition of the Premises.

b. Liability Insurance. Licensee will maintain commercial general liability insurance or other insurance as required by the Contract. The policy shall expressly provide that it is not subject to invalidation of the County’s interest by reason of any act or omission on the part of the Licensee. The limits of the insurance will not limit the liability of the Licensee.

c. Licensee’s Insurance Policies. Insurance carried by Licensee shall be in accordance with the provisions of the solicitation or the Contract.

d. Indemnification. Licensee agrees to indemnify and hold harmless the Board of

Supervisors of Fairfax County, its officers, agents and all employees and volunteers from any and all claims for property damage, death, bodily injuries and personal injuries, including cost of investigation, all expenses of litigation, including reasonable attorney fees and the cost of appeals arising out of any claims or suits because of the Licensee, including his agents, employees, volunteers, business invitees, customers, guests or trespassers arising from the use, occupancy and condition of the Premises.

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RESPONSIBILITIES OF LICENSEE:

a. Licensee agrees not to injure or deface or suffer to be injured or defaced the Premises or any part of the Property and to promptly replace or repair any damages to the Premises, other than damage to structural portions, caused by the negligence of the Licensee, its agents, guests or invitees.

b. Licensee agrees to keep the Premises in good order and condition at all times and to notify the County of any defects in or damage to the structure, equipment, or fixtures of the Premises within 24 to 48 hours.

c. Licensee agrees not to keep gasoline or any other flammable material or any explosive material in or near the Premises. Licensee will not allow any equipment or practice that might void insurance coverage on the Premises.

d. Licensee agrees to take appropriate measures to conserve and efficiently use energy and other resources such as heat, water and utilities.

e. Licensee agrees not to allow on the Premises any illegal, unlawful or improper activity which will be noisy, boisterous or in any manner constitute a nuisance to adjacent properties.

f. Licensee agrees to supervise and conduct its activities in such a manner as to insure no disruption to the enjoyment and possession of other occupants of the Property.

g. Licensee agrees not to obstruct or use the sidewalks, passages, and stairways and any other parts of the Property which are not occupied by the Licensee for any other purpose than entering and exiting the Premises.

h. Licensee shall be responsible for making a reasonable effort to secure the Premises and the equipment held within the Premises. Licensee will be responsible for all of its equipment stored in the cited Premises.

i. Licensee agrees to adhere to the County’s Smoking Policy. Smoking is prohibited in all County buildings, within 50 feet of all public accessible entrances and 15 feet of all other entrances.

j. Licensee agrees to adhere to the County’s policy ensuring animals (except service animals) are prohibited from entering all County buildings.

k. Licensee agrees to participate in any emergency (e.g., fire, earthquake, tornado, etc.) drills, scheduled or unscheduled, and any lockdowns resulting from countywide safety alerts.

DAMAGE BY FIRE OR CASUALTY: If the Premises or any essential part of the Premises is destroyed or damaged by fire or other casualty, so as to render it unfit for the use for which licensed, and the County, at its option, determines that use of the Premises as required under the Contract shall cease, the County shall be entitled to terminate this License Agreement upon 15 days written notice. If the County elects to terminate this License Agreement, the County shall not have the obligation to secure an alternative premises for occupancy by the

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Licensee or for the Licensee’s provision of services under the Contract unless the Contract specifically requires that the County provide this space to Licensee. The County shall have the right, at its option, to repair such destruction or damage and Licensee shall, when the Premises is rendered fit for purposes for which it was licensed, continue to use the Premises as provided in this License Agreement.

WAIVER: The County shall not be liable for and the Licensee releases the County and its agents, employees, volunteers, contractors, and waives all claims for, damage to person or property sustained by the Licensee or any occupant of the Premises resulting from the Premises or any equipment or appurtenance becoming out of repair, or resulting from an accident at the Property, or resulting directly or indirectly from any act or neglect of any Licensee or occupant of the Property.

NOTICE OF DEFECTS: Licensee shall give the County prompt written notice of accidents or defects on or about the Premises or damages to the Premises.

INTEREST IN PROPERTY: Nothing in this License Agreement shall be interpreted to create anything other than a License and shall specifically not create any right, title or interest in property nor shall it create an easement.

COMPLIANCE WITH LAWS: Licensee agrees to abide by the laws of the Commonwealth of Virginia and Fairfax County in the performance of its services.

SURRENDER OF POSSESSION: In the event the Contract expires or is terminated Licensee agrees to remove all its goods, equipment and effects from the Premises and shall leave the Premises in a clean condition reasonably acceptable to the County. All fixed or permanent equipment and supplies on the Premises upon execution of this License Agreement and all fixed or permanent equipment and supplies purchased by the County are the property of the County and are to remain on the Premises.

ASSIGNMENT: Licensee shall not transfer or assign this License Agreement, nor sublet any part of the Premises without the written consent of the County.

RULES AND REGULATIONS: Licensee and its agents and employees shall abide by and observe such reasonable rules and regulations as may be promulgated from time to time by the County for the operation and maintenance of the Property.

TERMINATION OF LICENSE: This License Agreement may be terminated at the end of the then current Contract term by either party providing notice to the other party as stated in Section 2. Licensee will be required to vacate the property cited in 6.g. by close of business of License Agreement termination date. Expiration or termination of this License Agreement by either party shall not relieve or release Licensee from any liability or obligation which may have been incurred or assumed by Licensee prior to such expiration or termination.

COUNTY’S FINANCIAL OBLIGATION: All of the County’s financial obligations under this License Agreement are subject to appropriations by the County to satisfy payment of such obligations. In the event funds are not appropriated at the beginning of any fiscal year for the County’s obligations under this License Agreement, then this License Agreement shall terminate on the last day of the fiscal year for which appropriations were received. The County shall furnish Licensee with written notice that funds were not appropriated by the

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SIGNED BY:

********************** Board of Supervisors of Fairfax County, Virginia

**************** Ellicia L. Seard-McCormick

Executive Director Deputy County Executive (Licensee)

DATE DATE

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County at least sixty (60) days prior to the beginning of the fiscal year involved.

NO PARTNERSHIP: Nothing contained in this License Agreement shall be deemed to create a partnership or joint venture of or between the County and the Licensee.

COMMON AREAS: The County reserves the right to alter the common areas, as deemed necessary by the County in its sole discretion, so long as such alteration does not interfere with the Licensee’s reasonable use of the Premises. This includes but is not limited to the parking area, grounds, common hallways, walkways, etc. and such right shall not be infringed by Licensee.

TELECOMMUNICATIONS: Licensee is responsible for the installation, operation, maintenance and repair/replacement of its own telephone, computer equipment, copier, fax machine or other office equipment (collectively, “IT Equipment”) and Licensee shall pay all costs associated with the IT Equipment. Licensee may use the County’s internet services (“IT Services) at no expense. Use of the County’s telecommunications and networking equipment, cabling and telecommunications closets are not provided to the Licensee.

SEVERABILITY: If any clause or provision of this License Agreement is illegal, invalid or unenforceable under present or future laws in effect during the term of this License Agreement, it is the intention of the parties that the remainder of this License Agreement shall not be affected thereby.

ENTIRE AGREEMENT: This License Agreement and the Contract on which it is based contain the entire agreement between the County and the Licensee. Oral statements, representations, and prior agreements not contained or referenced in this License Agreement, shall have no force or effect. This License Agreement may be modified only in writing executed by both parties.

COUNTERPARTS; ELECTRONIC SIGNATURE: This License Agreement may be executed and delivered in any number of counterparts, in the original or by electronic transmission, each of which so executed and delivered will be deemed to be an original and all of which will constitute one and the same instrument.SAM