HomeMy WebLinkAboutAuburn Valley Creative Arts LICENSE AGREEMENT
This License Agreement("Agreement"), dated July_\_V, 2012, is by and between the
City of Auburn, a Washington municipal ("Auburn"), and Auburn Valley Creative Arts, P.O.
Box 1535,Auburn WA 98071, a Washington state non-profit organization under the laws of the
State of Washington, ("Licensee.")
RECITALS
A. Auburn is the owner of certain real property and facilities, located at 108 S.
Division, Suite D, Auburn, WA 98001 hereafter referred to as the"Space."
B. Licensee wants to use approximately 900 square feet of the Space for the purpose
of gallery for members'work, monthly meetings, art demonstrations and as a classroom for art
classes.
NOW, THEREFORE, in consideration of the promises, covenants and conditions
contained herein, the parties hereto agree as follows:
1 Grant of License. Auburn hereby grants to Licensee the non-exclusive right to enter
upon and use the Space for the purpose set forth in Recital B at the following dates and times:
From July 15, 2012 through August 31, 2012, 24 hours per day 7 days per week. Auburn or its
agent may at reasonalble times and upon reasonable notice enter the premises to insure
compliance with this agreement. The right to enter for inspection purposes shall not be
constured as a duty to inspect.
2. Consideration.
a. Licensee agrees to pay to Auburn the sum of$100.00 as a license fee for its
use of the Space.
3 Term and Purpose. The term of this Agreement shall begin on July 15, 2012 (the
"Commencement Date") through August 31,2012 and may be terminated by either party with
or without cause by giving the other party seven(7) days written notice requiring them to vacate
the Space. In the event Licensee shall utilize the Space for any other purpose or perform any
other activity on the Space which is not authorized by this Agreement, or otherwise breach any
covenant hereof, this Agreement and all Licensee's rights hereunder shall be terminated
immediately
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4 Maintain and Restore. Licensee shall not allow any waste, damage,or destruction
to occur on the Space and upon termination or expiration of this Agreement, Licensee at its sole
cost and expense, shall restore the Space to its original condition. Without limiting the
foregoing, Licensee specifically agrees not to allow any toxic, hazardous or petroleum products
to be discharged or deposited onto the Space in connection with Licensee's activities hereunder
5 Due Care and Diligence. Licensee will use due care and diligence in the exercise
of its rights hereunder, and it will at all times exercise its rights hereunder at such times and in
such manner as approved by Auburn and as will not occasion (a)any interference with the
business operations on the Space, (b)any interference with the customary access to or from the
Space, or(c)any damage or injury to the Space, or to any sublessees, agents, servants or
employees of Auburn.
6. Assumption of Risk. Licensee assumes all risks and liabilities arising out of
Licensee's use of the Space or use of the Space by Licensee's employees, agents,
representatives, guests or invitees.
7 Licensee's Covenants. Licensee covenants and agrees that Auburn shall not at
any time or to any extent whatsoever be liable, responsible or held accountable for- (a)any
personal injury(including death)to any person, including Licensee's employees, agents,
representatives, guests or invitees which in any way arises out of Licensee's activities hereunder
or activities of Licensee's employees, agents,representatives, guests or invitees hereunder or use
or occupation of the Space by Licensee, or Licensee's employees,agents, representatives, guests
or invitees; (b) Property damage including Property of Licensee or Licensee's employees,
agents, representatives, guests or invitees which in any way arises out of Licensee's activities
hereunder or activities of Licensee's employees,agents, representatives, guests or invitees
hereunder or use or occupation of the Space by Licensee,or Licensee's employees, agents,
representatives, guests or invitees;(c)any costs associated with Licensee's activities under this
Agreement; and (d)the presence of or discharge or emission of toxic or hazardous materials or
substances.
9 Indemnity Licensee agrees to indemnify and hold harmless and, at Auburn s
option, defend Auburn, its officers, agents, employees, successors and assigns from and against
any and all suits, actions, legal proceedings, claims, demands, and expenses (including attorneys
fees and expenses)of whatever kind or character relating to Licensee's use of the Space,
including, but not limited to: (a)personal injury (including death)to any person, including
Licensee's employees, agents, representatives, guests or invitees; (b) Property damage, or
activities of Licensee's employees,agents, representatives, guests or invitees or the use of the
Space by Licensee or by Licensee's employees, agents,representatives, guests or invitees;
(c) claims of lien from Licensee's employees, agents, representatives, or(sub)contractors; or
(d)the presence of hazardous,toxic or petroleum products in the Space. It is further specifically
and expressly understood that the indemnification provided herein constitutes the Licensee's
waiver of immunity under Industrial Insurance. Title 51 RC W, solely for the purposes of this
indemnification. This waiver-has-been mutually negotiated by the parties. The provisions of this
section shall survive the expiration or termination of this Agreement.
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10. Compliance with Laws. Licensee agrees to comply with all requirements of
federal, state or local law, ordinances or regulations and shall defend and save harmless Auburn
from and against any liabilities or claims arising out of or from any alleged breach of such laws
or ordinances.
I I Costs. Licensee agrees to pay all costs, including attorney's fees, incurred by
Auburn in enforcing this Agreement.
12. Insurance. Licensee shall procure and maintain in effect during the term hereof
commercial general liability and Space damage insurance, including a contractual liability
endorsement covering Licensee's obligations under Section 9, in the minimum amount of
$1,000,000 per occurrence and $1,000,000 annual aggregate. Within three(3) days from the
date hereof, but in any event prior to the Commencement Date, Licensee shall furnish Auburn
with a certificate of such policies of insurance on which Auburn is named as an additional
insured. The obligation to carry insurance shall not limit or modify any other obligations
assumed by Licensee hereunder, nor shall Auburn be under any duty to examine such certificate
or to advise Licensee in the event its insurance is not in compliance with this Agreement. The
insurance policy evidenced by the certificate of insurance shall be with a company reasonably
approved by Auburn, and such policy shall provide that it is not subject to cancellation or
reduction in coverage except after ten(10) days' prior written notice to Auburn.
13. Notices. All notices, demands, consents,approvals and other communications
(each, a"Notice") which are required or desired to be given by either party to the other under
this Agreement shall be in writing and shall be (a) hand delivered, (b) sent by U.S. registered or
certified mail,postage prepaid, return receipt requested, (c) sent by reputable overnight courier
service, or(d)transmitted by facsimile machine(with a copy, including the transmission sheet
indicating successful transmission of the Notice by facsimile machine,to follow by regular
mail), addressed to the appropriate party at its address set forth below, or at such other address as
such party shall have last designated by Notice to the other Notices shall be deemed given when
delivered, if delivered by hand or by overnight courier; at the time and on the date of machine
transmittal, if given by facsimile; or three days after mailing, if given by U.S. mail. Rejection or
other refusal by the addressee to accept a Notice or the inability to deliver the Notice because of
a changed address of which no Notice was given shall be deemed to be receipt of the Notice sent.
Notice addresses for the parties are as follows:
To Licensee: Auburn Valley Creative Arts
P.O. Box 1535
Auburn, WA 98037
Attn: Marie Lyndemere
To Auburn: City of Auburn
25 West Main St
Auburn, WA 98001
Attention: Facilities
Facsimile: (253)804-3114
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14 Miscellaneous.
(a) Entire Agreement—No Oral Modifications. This Agreement and the
exhibits hereto constitute the final and complete agreement,and supersede all prior
correspondence, memoranda or agreements between the parties relating to the subject matter
hereof. This Agreement cannot be changed or modified other than by a written agreement
executed by all parties.
(b) Successors Bound. Subject to the restrictions on assignment contained in
Section 14(c),the provisions of this Agreement shall extend to,bind and inure to the benefit of
the parties hereto and their respective personal representatives,heirs, successors, and assigns.
(c) Assignment. This Agreement is personal to Licensee and Licensee shall
not have any right to assign its rights or obligations hereunder. Any attempt by Licensee to
assign this license shall terminate this Agreement. Auburn shall have the right to assign any and
all of its rights and obligations hereunder
(d) Governing Law This Agreement shall be governed by and construed in
accordance with the laws of Washington.
(e) Counterparts. This Agreement may be executed in more than one
counterpart, each of which shall be deemed an original, and all of which together shall constitute
one and the same instrument.
(f) Attorneys' Fees. In the event that amy party hereto brings an action or
proceeding for a declaration of the rights of the parties under this Agreement, for injunctive
relief, or for an alleged breach or default of this Agreement, or any other action arising out of
this Agreement or the transactions contemplated hereby,the prevailing party in any such action
shall be entitled to an award of reasonable attorneys' fees and any court costs incurred in such
action or proceeding, in addition to any other damages or relief awarded, regardless of whether
such action proceeds to final judgment.
(g) Severability If any term or provision of this Agreement shall,to any
extent, be held invalid or unenforceable,the remaining terms and provisions of this Agreement
shall not be affected thereby, but each remaining term and provision shall be valid and enforced
to the fullest extent permitted by law
(h) Captions. The captions of this Agreement are inserted solely for
/ convenience of reference only and do not define, describe or limit the scope or intent of this
Agreement or any term hereof.
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(i) Exhibits. All exhibits attached hereto are hereby incorporated herein by
reference and made a part hereof.
0) Construction. Licensee and Auburn acknowledge that each party and its
counsel have reviewed and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party shall not be employed in
the interpretation of this Agreement(including the exhibits)or any amendments thereto, and the
same shall be construed neither for nor against Licensee or Auburn, but shall be given a
reasonable interpretation in accordance with the plain meaning of its terms and the intent of the
parties.
(k) Survival of Terms. The covenants and indemnity of Licensee contained in
this Agreement shall survive the termination of Licensee's rights to utilize the Space.
(1) Authority Each person executing this Agreement represents and warrants
that he or she has the authority to so execute this Agreement and that no further approval of any
kind is necessary to bind the parties hereto.
(m) Time. Time is of the essence of every provision contained herein.
DATED as of the day and year first set forth above.
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LICENSEE. Auburn Valley Creative Arts
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