HomeMy WebLinkAboutUnited Way of King County License Agreement LICEIVSE AGREEMENT
This Lica�se Ageemem("Agreemenf7,dated Decanberl1 ,2011,is by and betwcen
thc City of Aubum,a Washington municipal("Aabnrn"),and United Way of King Counry,
which is locattd at 720 2nd Avenue,Seattle WA 98104,e Washin�fon state noo-profil
organization under the laws of the State of Washington,("Licensce.'�
RECITALS
A. Aubum is the owner of certain real property and faciEities; located at 25 West
Msin Sucet Aubum, WA 98001 hereafter referred to ss the"Spacc.^
B. Liansee waMs ro use approximatety.220 square fect,oFthe Spacx for the purpose
of providing free tax Preparation services, filing retums elecuoniaally,helpiag customers gain
access to publie benefits,atul providing customas with axess to bank accounts and otha asset
building opportunhies.'fl�e licxnsee rcquires that the participa�ris make lesc thaq$56,000 per
year,and wdy fik basic tax rturns
NOW,THEREFORE,in consideration of the promises,covrnants and conditions
oonmirt�hereinr the parties heaeto agree as follows:
i. Grent of Lic�nse. Aubum hercby grnnts to Licensce tho rigM to cnter upon and
use the Spact for the purpose xt forth in Recital B at the foltowing daus end tima: From
January 1 Q 2012 through February 24,2012,Monday du�ough Friday from Spm W 9pm;From
Febn�ary25,2012 through April IS,2012,Tuesday through Thursday from Spm to 9pm. Aubum
wiA provide acoess W the Spmce,use of electrical outlets,use of furniurce,and accas w
restrooms: _
2. Consideration.
a. Liaensee agrees to pay to Aubum the sum of S 1.00 as a ticense fa for its use
oftheSpace.
3. Term and Pur;nse. 'Ihe term of this Agreement shall begin on lanuary 1 I,2012
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(the"Commencement Date"j throagh April I S,2012 and may 6e urminated by either party
with or widaut cause tiy giving the other perty thirty(30)days wrimn notioe rcqniring them to
vacau the 5pacx. In the event Licensee shall utiliu the Space for any otha purpose,or perform
a�ry other actiyiry on the Space which is not suthoriud by this A$reement,or othenvise breach
any co4enarrt heisof,this Agreemeat end all L�censee's nghts hereunder shal�be xrm�imted ... .. .. ...........
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immediauly.
4. Maintain and Restore: Licensee shall not aflow any waste,damuge,or destruction
to occur on thc Space er�d upai termi�tion or expiration of ttiis Agrament,Licenue at its sole
c�sl and expense,shall restore the Space to iu original caidition. Without limiting the
foregoing, Licensee specifially agr�s not w a�low any twcic,da�ardoas or peU�oleum prod�xRs
W be discharged or deposited onm the Space in cormxtion with Licensee's activities hereunder.
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5. Due Care and Diligence. Licensoe will usc due care and diligenoe in the exercise
of its righu hereunder,and it will at afl times exercise its righu hereunder at sueh times and 'm
such manner as approved by Auburn and as will na�_ion(a)any interfcrersce with ifie
bitsiness operations on the Space,(b)eny interference with the cbstomary access to or from the
Spa�x,or(c)any damage or injury to the Spac4 or to any sublessees,agents,servants or
cmployas of Aubum.
6. Aswmotion of Risk. Liansee assumes all risks and I'mbilities arising out of
Licensee's use of the Space or use of the Space by Licensee's employas,agrnu,
rcpresentatives,guests or imhees.
7. I:icaisce's Covenants. Licensee covenants a�agrees that Aubum shall not at
any time or to aery extert whatsoever be I'�able,rcsperosibfe or held e�ntabk for:(a}any
personal m]ury(including deatd)to any person, includmg Lioaisee's emptoyees,egecus.
represeutatives,guests or invit�s which in any way arius out of Licensee's adivities haeunder
w activities of Licensce's employas,ager�,representatives,guests or inviues hercundu or use
or occupation of the Spacr by Licrnsee,or Licensee's emp►oyas,agenLC,rcp�se�tives,Suests
or invitas;(b)Pcoperty damage including Property of Licrnsee or Licensee's employees,
ogrnts,�entatives,guests or invitees which in any way arises out of Licensa's activhies
he�eunder or activities of Licensee's emptoyas,agenls,re�nesentatives�guests or invibxs
hereunder or use or occupation of the.Space by Licensa,or Lica��'s employees,ag�nts,
representatives,guests oc invitas;(c)eny costs ussocinted witki Licensee's acxivities under this
Agament:and(d)the presena of or discharge or emission of toxie or hazardous materials or
substanees.
9: emn't . Lixnsx agrees W indemnify attd hold harmless an4 et Aubum's
option;defaid Aabum,its ofticers,agent4,employees,wc�so�s and assisns from and against
any and all suits,actions,legal p�nceedings,claims,danands,and acpenses(including attorneys•
fxs arid acpaises)of whauver kind or cheraaer relating W Licensee's use of the Spaa,
including,but not limited to:(a)persor�al mjury(inctud'mg death)to arry pason,including
l,icenset's anptoy�s,agents,representatives,gueses or invitees;(b)Property damage,or
activities of Lieensee's employas,agents,represenmtives;guests or invitces or the use of die
Spstce by L'axnscx or by Lixnsee's emPleyas,agrnts,�tatives,gucsts or invitees;
(c)etaims of lien finm Licensee's employees,agmu,repre�atmives,or(sub)coniractors;or
(d)1he presence of hazardous,toxic or petroleum protiucts in tlu Space. It is further apecif eally
and expnsslyundersto��hat Uu indemnification provided herein constitutes tfie Licensee's
waiver of immunity under Industrial h�wrance.'�tle S 1 RCW,sokly for the purposes ofthis
_ mdemnificat�on. Tha warver has ban mutually negot�d by the parties. 7Te prov�s�ons of this
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section shall survive the expirsfion or termination of this Agrcranrnt.
I0. �omptiance with l.ews. Liansee agras to oomply with all rcquirements of
federal,state or local lew,ordinenoes or regulations and sl�all defd�d and save harmless Auburn
from and against asny I'�abilitrcs or claims arising out of or from eny alleged breach of such laws
or ordinanas.
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I I. osts. Licensx agrces to pay a11 costs, including attorney's Fees,incurn� by
Auburn in enforoing this Agreement
12. nsurance. Licu�see shati pr�ure and mai�rtain in effect during the term hei+rof
crnnmercial geneml liability and Space damage insurance,'induding a conuactunl liability
endorsemart coveri�Licensee's obtigations under Soction 9, in the minimum amount of
$I.000.000{xr oxurisnce and$1,000.000 ennusl aggregate. Within three(3)days from the
date hercof,bat in a�evrnt prior to the Commencement Datq Licensee shsll fumish Aubum
with a xrtificaUe of such policies of insurenccon which Aubum is named es an eddicioael
insw�ed. Thc obligation to carry insurance shall not limit or modify any other obfigaYrons
assumed by Licensee hcreunder,iror shall Aubum be under any duty to examine such mtificate
or to advise Licensee in the evem its insurance is not in compl'�ancx with this Agreement The
insurenix policy evidentxd by the catificate of insurance shall be with a oompany rcasonabty
approvod by Auburn,end such policy shall provide that h is not subjat to canceltation or
reduction in coverage exapt aRer ten(10)days' prior written qotice to Auburn.
13. �. All notices,demands,consents,approvals and other oommunications
(each,a°NMke'7 which arc required or desired ro be given by eithv party to the Mher under
this Agreemart shell be in writing and shaU be(a)hand deliverod,@)se�rt by U.S.registued or
catified mail,postage prepaid,returci reaipt requa�ted,(c}sent by roputable ovemight courier
service,or(�fransmitted by facsimile machiirc(with a copy,ipcluding the transmission shea
indicatin�suc�cessful transmission of the Notia by facsimile mad�ine,to follow by regular
mail�addressed to the aPAroA�P�Y az iu eddress sot forth bdow,or at such other address as
sucA party shatl have last designated by NMice to the other: Notices shall be deemed given when
def ivered, if delivered by hand,or by ovemight courier;at the time and on the dale of machine
kansmittal,itgiven by facsimile;o'three days aRer mailing,if givon by US. mail. Ryection or
otha�reFusal by the addressa to accept a Notice or the inability to deliva the Notice beceuse of
a changed address of which no Notice was given shall be daaned to be receipt of the 1Jotice sent.
Notice addrases for the parties aze as follows:
To Liansee: United Way of King Counry
720 2nd Avenue
Seattle WA 98104
Attn: Pavick Ketlry
To Auburn: Ciry of Aubum
25 West Main St
Aubum, WA 98001
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Attention:Facilitia
Facsimila(253�04-3116 '
14. I�isxllanwus.
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(a) �ntire Aereemem-No Oml ModificaYrons. This Agrccment and the
exhibits hereto consthute the final and complete agreement,and;supersede all prior
cortespcmdence,memoranda or agreemems between the parties rclating to the subject mutter
t�ereof. This Agreement caenot be changed or modified other than by a writtm agreement
executed by all parties. ,
(b) Suocessors liound. Subject W the restrictions on assignment contained in
Soaion I4(c�the provisions of this Agreanent shafl extend to,bind and inure to the benefrt of
the parties hereto and their respcctive personal representatives,heirs,successors,and assigns.
(c) AssianmenL "i'his Agrament'is personal to Licensee and Licrnsce shall
not havc arry rigM to assign its rights or obligations he�eunder. Any attempt by Licensee to
assign this ticense shall tenninate this Agreement. Aubum shall have d�e right to assign uny and
all af its righu end obligazions hereunder.
(d) S+ovemingLaw. 'Ihis Agreement shall be govemed by and conswed in
accordance with the laws of Washington.
(e) Counte� 'ihis Agreement may be executed 'm more than nne
oobntexpart,each of which shall be deemed an original,and all of which together shall constitute
one and the seme instrummt.
(� Attomevs' Foes. ]n the event that any party hercto brings an action or
prooeeding for a declaration of thc rights of the parcies under this Agroement,for injunctivr
nel'rcf,or for an alteged breach or default of this Agreemmt,or any other action arising out of
this Agrcematt or the transactitins contemplated heretiy,the prevailing party in any such action
shall be entitkd to aa award of reasonable attomeys'fces and any wurt costs incurred in wch
action or proceeding, in addition to any other damaga or relief awarded,regardless of whethc
such action proceeds w fmal judgm�t.
(g) Severabilrtv. If any term orprovision ofthis Ageement shall;:to any
extent,be held invalid or unenforceable,the remaining terms and provisions of this Asreement
shall not be affeccod thereby,but each re�naining tenn and prorision shall be valid and enforced
to the fullest extent permit0ed by taw.
(h) Caations. "The captions of this Agreement are insened solely for
convenience of rcfera»oe onty and do not defmq descnbe or limit the scope or iMent ofthis
Agrcemem or any urtn hercof.
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(i) Exhibits. All exhibits attached hereto are heieby incorporaled herein by
reference and made e part hereof.
(j) Construction. Licensx and Autium aclinowledge that each party and its
counsel have rcviewed and revisod this Agreemem and that the normal ruk of constnrction to the
eflect that any ambiguities are to 6e resolved against the dra(tinB party shaU not be anployed in
tAe interprdation ofthis Agrcemau(including Ne exhibits)or sny s�ae�maits thereto,and tlre .
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s¢me shall be wnstrued neither for nor against Licensee or Aubum, but shall be given a
reasonableinterpretation in accordance with the plainmeaning.of its terms and the intent of the
parties.
(k) Survival ofTerms. The covenants and indemnity of Licensee contained in
this Agreement shall survive the fermination of Licensee's rights fo utilize the Space.
Q) Authoritv. Each person executing thisAgrccment represents and warranu
thai he orshe has the authority to so execute this Agreement and that no furtherapproval ofany
kind is necessary to bind the parties hereto.
(m) Time: Time is of the essence of eyery provision contained herein.
DATED as of the day and year first set forth above.
AUBURN: CITY FAUBUR
a Was i ' pa corporation
�J
By:
���� �l�,W�s VYl a�,.�.� S�
LICENSEE: United Way of King County
a Washingt�frt organi7ation
By:
Its• 13�.t: � Nu.�s �`{ . r, '
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