ARLINGTON COUNTY, VIRGINIA. County Board Agenda Item Meeting of June 16, 2018

Transcription

1 ARLINGON COUNY, VIRGINIA County Board Agenda Item Meeting of June 16, 2018 DAE: June 4, 2018 UBJEC: License Agreement between the Arlington County chool Board, as Licensor, and he County Board of Arlington County, Virginia, as Licensee, on a portion of the chool-board owned Drew Model Elementary chool property, rd t., Arlington, Virginia (RPC# ). C. M. RECOMMENDAION: 1. Approve the attached License Agreement between the Arlington County chool Board, as Licensor, and he County Board of Arlington County, Virginia, as Licensee, on a portion of the chool-board owned Drew Model Elementary chool property, rd t., Arlington, Virginia (RPC# ). 2. Authorize the Real Estate Bureau Chief, Department of Environmental ervice, or his designee, to execute on behalf of the County Board, the License Agreement, subject to approval as to form by the County Attorney. IUE: he County Board is requested to approve a License Agreement between the County and Arlington Public chools ( AP ) for use by the County of a portion of the chool Board property known as Drew Model Elementary chool ( Drew chool ), for the purposes of constructing, installing, and maintaining five (5) panels to display information about the history of the Nauck neighborhood and community. here are no known outstanding issues related to this Board item as of the date of this report. UMMARY: he County Board is requested to approve the attached License Agreement ( Agreement ) between the County and AP, for the use by the County s Community Planning ousing Development, Community ervices Division ( CPD ) of a portion of the Drew chool property, for construction, installation, and maintenance of five (5) panels to display historic information concerning the Nauck community. Following County Board and chool Board approval and execution of the Agreement, the Agreement will permit the County to use a portion of the chool Property for a term of ten (10) years, unless sooner terminated or extended as provided in the Agreement. County Manager: ##### County Attorney: ***** 34. taff: Betsy erbst, DE, Real Estate Bureau

2 BACKGROUND: Drew Model chool, having an address of rd t.., is located within the Nauck neighborhood. (ee Vicinity Maps attached as Attachments 1, 2 and 3). he Nauck neighborhood was originally settled by free African-Americans in 1844 and is one of Arlington s oldest African-American communities. he County recently completed design plans for the new Nauck own quare project, which will be located across from the Drew chool property on outh Kenmore treet. Arlington County s Community ervices Division is managing the project in partnership with the Department of Parks & Recreation and AED-Cultural Affairs. DICUION: In connection with the own quare project, CPD has requested the use of a portion of the school property for installation of five (5) panels containing historic information, photos and exhibits about the Nauck neighborhood as part of its Neighborhood Conservation program. he panels will be located along the sidewalk leading from the school to the parking area and are intended to create a connection between the school community and the own quare. he County will be permitted to install the informational panels commencing upon full execution of the Agreement for a period of ten (10) years, unless sooner terminated or extended as provided in the Agreement. he term may be extended upon the mutual written agreement of AP and the County. Upon termination of the Agreement, the County will remove the panels, equipment and related facilities that have been installed, and will restore the landscape, blacktop, pathway and ground cover in the Licensed Area to approximately the same condition as it exists at the time of commencement of the Agreement. In addition, the County will be responsible for general light duty cleaning of the panels and maintenance of the ground cover surrounding the panels. he License Agreement is expected to be considered by the Arlington County chool Board as an information item on June 7, 2018 and as an action item on June 21, PUBLIC ENGAGEMEN: License agreements that provide for County use of property owned by another entity do not require public engagement or a public process. FICAL IMPAC: here is no fiscal impact to the County related to the approval of the License Agreement because there is no fee being charged by AP for use of the school property. he production, installation and periodic maintenance of the panels will be covered by CPD s Neighborhood Conservation funding

3 Exhibit A LICENE AGREEMEN I LICENE AGREEMEN (the License ) is made this day of 2018, by and between ARLINGON COUNY COOL BOA, a body politic (the Licensor or chool Board ), and E COUNY BOA OF ARLINGON COUNY, VIRGINIA, a body politic (the Licensee or County ), hereinafter jointly referred to as the Parties. R-1 Licensor is the owner, in fee simple, of a certain parcel of real estate, with improvements thereon, and appurtenances thereto, known as Drew Model Elementary chool, located at rd treet outh in Arlington County, Virginia (the chool Parcel ) (RPC# ); R-2 Licensee is the owner of a certain parcel of real estate, with improvements thereon, and appurtenances thereto, known as Drew Community Center, located in Arlington County, Virginia (the County Parcel ) (RPC# ); R-3 Licensee has requested permission from the Licensor to use a portion of the chool Parcel for the purpose of constructing, installing, using and maintaining five panels ( Panels ) to display information about the history of the Nauck neighborhood and community; and R-4 Licensor has agreed to permit Licensee to use an area suitable for the Panels upon and within the chool Parcel, under the terms and conditions set forth in this License. WINEE: NOW, EREFORE, in consideration of the sum of ten dollars ($10.00), the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby expressly acknowledged, the Parties agree as follows: 1. Licensed Area. Licensor hereby grants to Licensee the right and license to use, upon the terms hereinafter provided, wo housand (2,000) square feet of land, more or less, of the County Parcel (the Licensed Area ), as described and depicted on Exhibits A and A-1 attached hereto, for the Permitted Uses (as defined in ection 2 of this License), subject to all the terms and conditions of this License. he chool Parcel and the Licensed Area are more particularly described in Exhibits A and A-1 attached hereto. Licensee accepts the Licensed Area in its A I condition. Licensor further grants to Licensee the temporary right to use portions of the chool Parcel adjacent to the Licensed Area, which portions shall be designated and approved by the Assistant uperintendent of Facilities and Operations prior to use, solely for the purposes of the construction, installation, maintenance, repair, and/or removal of the Panels and associated facilities. As soon as practicable after the completion of construction, installation, maintenance, repair, and/or removal of the Panels and associated facilities, the Licensee shall, at no cost to the Licensor restore any disturbed portion of the chool Parcel outside of the Licensed Area as nearly as practicable to its original condition, including reseed (or resod, at the option of the Licensee) all damaged grass areas on the chool Parcel outside of the Licensed Area. 1

4 2. Permitted Uses. Licensee is permitted by this License to use the Licensed Area solely for the construction, installation, use, maintenance, repair and removal of the Panels, for the benefit and use of the County and public at large ( Permitted Uses ). Licensee shall, in its performance and acceptance of the Permitted Uses, comply with all applicable laws, rules, orders, ordinances and regulations of any governmental authority. Licensee is solely responsible for funding the cost of the purchase, construction, installation, maintenance, repair and removal of all Panels and associated facilities for the Permitted Uses. 3. erm. he term of this License shall begin on the date that this License is executed on behalf of the Licensor, after approval of the License by the chool Board (the License Commencement Date ), and shall continue for a period of ten (10) years ( Initial erm ), unless sooner terminated or extended hereunder or as provided in Paragraphs 4, 13 or 17 below. Notwithstanding the foregoing, Licensor or Licensee may terminate this License at any time. 4. Right to Extend and Renew. o long as Licensee is not in default under the terms of the License beyond any applicable notice and cure period, and subject to the termination provisions in ection 14 herein, this License may be extended by the mutual written agreement of the Parties. he Initial erm and any renewal term are collectively referred to as the erm. 5. Cleaning/Maintenance. he Licensor shall be responsible for general light duty cleaning of the Panels and maintenance of the ground cover within the Licensed Area. he Licensee shall be responsible for all other maintenance and repair of the Panels within the Licensed Area during the erm, including all associated equipment and facilities thereto, shall maintain the Licensed Area in clean, safe and sanitary condition, and shall not knowingly cause any waste or injury thereto. In the event Licensee fails to maintain the Licensed Area in good order and condition and in compliance with all applicable laws, orders and regulations, and such failure results in a health and/or safety hazard, and such failure continues following at least ten (10) days written notice from Licensor, Licensor may, but shall not be obligated to, make such repairs or remove such hazard, at Licensee s expense. In the event such failure by Licensor results in an imminent health or safety hazard, Licensor may, but shall not be obligated to, make such repairs or remove such hazard, at Licensee s expense, without providing prior written notice to Licensee. Within thirty (30) days after Licensor renders a reasonably detailed bill for the reasonable costs of said repairs, Licensee shall reimburse Licensor for such reasonable costs. 6. Alterations. Licensee shall make no alterations, installations, additions or improvements in or to the Licensed Area or the chool Parcel, other than those Licensee reasonably deems to be required for the installation, construction, installation, use, repair, maintenance and removal of the Panels, without the prior written consent of the Licensor. 7. Construction, Maintenance and Alteration Requirements. Licensee s installation, construction, maintenance, alterations, repairs and removal of the Panels and associated facilities and utility equipment may be done by independent, duly qualified, licensed and bonded contractors, at Licensee s sole expense, in accordance with all applicable laws, codes, ordinances, rules and regulations, and Licensee shall obtain, at its own cost and expense, any required permits, licenses, registrations, notices or inspection for performance of such work. Notwithstanding any other term or condition hereof to the contrary, Licensee may maintain and perform alterations by 2

5 hiring any contractor selected by Licensee to perform such alterations pursuant to the applicable provisions of the Virginia Public Procurement Act, so long as such contractor is licensed and insured in the Commonwealth of Virginia. 8. No Lien or Encumbrance. he Licensee shall not incur any debt or make any charge against the Licensor, where such debt or charge would create any lien or encumbrance upon the Licensed Area. 9. Licensor Covenants. Licensor covenants that Licensor is the fee simple owner of the Premises and has the right to grant this License, and that Licensor will make no use of the Licensed Area which is inconsistent with the rights hereby conveyed to Licensee under its License. 10. No Assignment or ransfer. his License is non-assignable and non-transferable by the Licensee. 11. Risk of Loss. All personal property of Licensee, its employees, agents, contractors, business invitees, licensees, customers, clients, and guests in and on the Licensed Area or the chool Parcel, shall be and remain therein under any and all circumstances at the sole risk of the above-described persons and entities. he Licensor shall not be liable to any such person or entity for any damage to, or loss of such personal property. 12. Insurance. (A) he Licensee shall either (1) self-insure or (2) maintain a policy of public liability insurance, against claims and liability for personal injury, death or property damage occurring on, in or about the Licensed Area. Any policies of insurance shall name the Licensor as Additional Insured. he policies of insurance shall have limits of not less than One Million Dollars ($1,000,000) in any one occurrence, for bodily injury, death, destruction of, or damage to, property. he Licensee shall provide proof of such insurance or a letter of self-insurance in a form and a type reasonably acceptable to the Licensor before using the Licensed Area. (B) he Licensor and Licensee agree that, any insurance coverage carried by the Licensee in connection with the Licensed Area, whether or not such insurance is required by the terms of this License, shall provide for the waiver of any subrogation rights against the Licensor, its agents, servants and employees. he Licensor and Licensee further agree that any insurance coverage carried by the Licensor in connection with the Licensed Area, shall provide for the waiver of any subrogation rights against the Licensee, its agents, servants and employees. 13. Default. his License shall, at the option of Licensor, cease and terminate if Licensee shall violate or fail to perform any of the conditions, covenants or agreements of this License, provided that any such violation or failure to perform any of such conditions, covenants or agreements shall continue for a period of thirty (30) days after written notice thereof has been delivered by Licensor to Licensee. If the time required to correct such violation or failure shall reasonably exceed thirty (30) days, Licensee shall be entitled to additional necessary time to effectuate such correction if Licensee shall commence correction of such violation or failure within such thirty (30) day period and diligently pursue such correction. In such event, Licensee shall, however, remain liable to Licensor for all monetary and other damages arising from such default. 3

6 14. Restoration. Prior to the termination of this License under Paragraph 3 or Paragraph 13 above, Licensee shall remove all Panels, equipment and related facilities that it had installed, and restore the landscape, blacktop, pathway and ground cover in the Licensed Area to approximately their condition as of the License Commencement Date. his License shall be deemed terminated upon Licensee s removal of the Panels from the Licensed Area and their failure to replace them with new Panels within three (3) months. Upon such termination Licensee shall restore the Licensed Area as provided in the preceding sentence. 15. Notices. All notices or other communications hereunder shall be in writing and shall be given to the other Party by hand delivery, by certified mail, return receipt requested, or by nationally-recognized commercial delivery service, next business day delivery, at the following addresses or such other addresses hereafter provided by notice to the other Party: o Licensor: with required copy to: with a copy to: with a copy to: o Licensee: with a required copy to: with a required copy to: uperintendent Arlington County Public chools yphax Education Center 2110 Washington Boulevard Arlington, VA Assistant uperintendent for Facilities and Operations Arlington County chool Board aylor treet Arlington, Virginia Arlington Public chools Assistant uperintendent for Finance yphax Education Center 2110 Washington Boulevard Arlington, Virginia Jeremy B. Root Blankingship & Keith, P.C University Drive, uite 300 Fairfax, Virginia he County Board of Arlington County, Virginia 2100 Clarendon Boulevard, uite 300 Arlington, Virginia County Manager Arlington County, Virginia 2100 Clarendon Boulevard, uite 302 Arlington, Virginia Real Estate Bureau Chief Arlington County, Virginia Department of Environmental ervices 2100 Clarendon Blvd, uite 800 4

7 With a required copy to: with a required copy to: with required copy to: Arlington, Virginia Attn: Real Estate Bureau Chief Director, Department of Community Planning, ousing & Development 2100 Clarendon Boulevard, uite 700 Arlington, Virginia Director, Department of Parks, Recreation and Cultural Resources 2100 Clarendon Boulevard, uite 414 Arlington, Virginia Park Development Div. Chief Department of Parks, Recreation and Cultural Resources 2100 Clarendon Boulevard, uite 414 Arlington, Virginia Notices shall be effective upon receipt. 16. No Partnership or Lease. (A) he Parties agree that nothing contained in this License shall be deemed or construed as creating: a partnership; joint venture; the relationship of landlord and tenant between Licensor and Licensee; or a leasehold interest. 17. Appropriation of Funds. Notwithstanding any other provision of this License, all of Licensee s duties and obligations under this License are subject to appropriation of funds by the County Board of Arlington County, Virginia, for the specific purpose of satisfying the payment and performance of such obligations. If such funds are not appropriated or if installation and construction of the Panels is not substantially completed for any reason within one year of the License Commencement Date, Licensor may terminate this License upon not less than thirty (30) days prior written notice. If such funds are appropriated or if construction and installation is substantially completed before the expiration of such thirty (30) day period, this License shall remain in effect. 18. No Waiver of overeign Immunity. Notwithstanding any other provision of this License to the contrary, nothing in this License, nor any action taken by Licensee or Licensor pursuant to this License, nor any document which arises out of this License shall constitute or be construed as a waiver of either the sovereign immunity or governmental immunity of the Licensee or Licensor, or of their respective elected and appointed officials, officers and employees. 19. No Rights in hird Parties. he Parties hereto mutually agree that no provision of this License shall create in the public, or in any person or entity other than those signing this License as parties hereto, rights as a third party beneficiary hereunder, or authorize any person or entity, not a party hereto, to maintain any action for personal injury, property damage, or breach of contract pursuant to the terms of this License or otherwise. 5

8 20. No Indemnification or old armless. Notwithstanding any other term or provision of this License to the contrary, neither the Licensor nor the Licensee shall have any obligation to explicitly or implicitly indemnify or hold harmless the other Party or any third party or parties from any liability whatsoever. 21. Approval of License by Licensee and Licensor. his License shall not become effective unless and until both the County Board and the County chool Board approve this License and it is signed and delivered on behalf of both the Licensor and Licensee. If this License is not approved by both the County Board and the County chool Board, and is not executed and delivered by authorized persons on behalf of each Party, then no liability whatsoever shall accrue to the Licensor or Licensee, and the Licensor and Licensee shall have no obligations whatsoever to each other. 22. Entire Agreement/Applicable Law. his License contains the entire agreement of the Parties hereto with respect to the subject matter hereof. All representations, inducements, or agreements, oral or otherwise, between the parties not contained in this License shall be of no force and effect. his License shall not be modified, changed or terminated, in whole or in part, in any manner other than by an agreement in writing signed by duly authorized representatives of the Licensor and Licensee. his License shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia. he courts of Arlington County, Virginia shall be the proper forum for any disputes arising hereunder. 23. urvival. Expiration or termination of this License, for any cause, shall not: (a) release either party from any liability that, at the time of termination, has accrued or that may thereafter accrue with respect to acts or omission made prior to such termination; or (b) affect the survival of any right or obligation of either party which is expressly or implicitly stated in this License to survive termination hereof. 24. Incorporation of Recitals. he foregoing recitals are fully incorporated into this License by this reference. IN WINE WEREOF, Licensor and Licensee have caused this License to be executed and delivered as their respective acts, intending to be legally bound by its terms. [ignatures appear on the following pages.] 6

9 LICENOR: COUNY COOL BOA OF ARLINGON COUNY, VIRGINIA, a body politic By: Name: itle: COMMONWEAL OF VIRGINIA CIY/COUNY OF he foregoing instrument was acknowledged before me this day of, 2018, by on behalf of the County chool Board of Arlington County, Virginia. Notary Public My Commission expires: Registration No: 7

10 LICENEE: E COUNY BOA OF ARLINGON COUNY, VIRGINIA, a body politic By: Name: itle: COMMONWEAL OF VIRGINIA CIY/COUNY OF he foregoing instrument was acknowledged before me this day of, 2018, by as on behalf of the County Board of Arlington County, Virginia. Notary Public My Commission expires: Registration No: Approved as to form: County Attorney 8

11 EXIBI A Description of Licensed Area Licensed Area: wo housand (2,000) square feet of land, more or less, to be designated by Licensee, upon and within the Drew chool Parcel, located at rd treet., Arlington, Virginia, being a portion of RPC No , as more particularly shown on the attached Exhibit A-1.

12 EXIBI A-1 Licensed Area [to be attached]

13 Exhibit A-1 IRL ING N RE ON D 22N MO EN K OL INC L LOWELL Vicinity Map Licensed Area - Panels rd treet outh RPC# Drew Community Center Licensed Area 2000.F KEN WO O D OE ONR 0 COLN LIN M L OW E LL 150 Feet / Pursuant to ection of the Code of Virginia, any determination of topography or contours, or any depiction of physical improvements, property lines or boundaries is for general information only and shall not be used for the design, modification, or construction of improvements to real property or for flood plain determination. Aerial Photography 2015 Commonwealth of Virginia Easement Locations are Approximate. Map prepared by Arlington County GI Mapping Center Produced and January

14 Attachment 1 Vicinity Map Licensed Area - Panels rd treet outh RPC# LOWELL RE N O ING MO EN K N IRL OL INC L D 22N 23 Drew Community Center Licensed Area 2000.F KE NW OO D L 0 ON M E RO OW ELL COLN LIN Feet 25 / Pursuant to ection of the Code of Virginia, any determination of topography or contours, or any depiction of physical improvements, property lines or boundaries is for general information only and shall not be used for the design, modification, or construction of improvements to real property or for flood plain determination. Aerial Photography 2015 Commonwealth of Virginia Easement Locations are Approximate. Map prepared by Arlington County GI Mapping Center Produced and January

15 19 RE Licensed Area 2000.F. RAM P 5 C K EN MO RE MP RA 400 Feet IN E R A E 27 / Pursuant to ection of the Code of Virginia, any determination of topography or contours, or any depiction of physical improvements, property lines or boundaries is for general information only and shall not be used for the design, modification, or construction of improvements to real property or for flood plain determination. Aerial Photography 2015 Commonwealth of Virginia Easement Locations are Approximate. Map prepared by Arlington County GI Mapping Center Produced and January 2018 RAMP RA MP DR ON M IL L FO UR M ILE R UN DR FO UR M ILE RU N DR NE L OA KLA ND 25 IN G ON PER LO WE LL 24 ON LING AR L 24 D R G LE BE IR O XFOR D 24 Drew Community Center N D 22N D 23R IN E R A E OE ONR M AND AKL O EL N O LOWELL R DD RE E MO EN K E EB GL W AL E R 20 LANGLEY N 19 RE LLMO FI O EL N Vicinity Map Licensed Area - Panels rd treet outh RPC# KEM Attachment 2

16 Attachment 3 IRL ING N RE ON D 22N MO EN K OL INC L LOWELL Vicinity Map Licensed Area - Panels rd treet outh RPC# Drew Community Center Licensed Area 2000.F KEN WO O D OE ONR 0 COLN LIN M L OW E LL 150 Feet / Pursuant to ection of the Code of Virginia, any determination of topography or contours, or any depiction of physical improvements, property lines or boundaries is for general information only and shall not be used for the design, modification, or construction of improvements to real property or for flood plain determination. Aerial Photography 2015 Commonwealth of Virginia Easement Locations are Approximate. Map prepared by Arlington County GI Mapping Center Produced and January