HomeMy WebLinkAboutHold Harmless Agreement with Auburn Valley Creative Arts . M
REVOCABLE LICENSE AND
HOLD HARMLESS AGREEMENT
THIS LICENSE is issued upon the date of the last signature between by The City
of Auburn (Licensor) and the Auburn Valley Creative Arts (Licensee) for the purpose of
temporary storage of furniture, equipment and other items belonging to Licensee.
WHEREAS, Licensor owns certain real property located at 100 N Auburn Ave,
Auburn, WA 98002 (the Property); and
WHEREAS, Licensee requires access and use of a nominal amount of space within
Lessor's property for the purpose of temporary storage of furniture, equipment and other
items belonging to Licensee while Licensee searches for a new location within Auburn.
WHEREAS, Licensor has a long standing working relationship with Licensee
whereby working with one another to bring and promote Arts and Culture within Auburn;
and
WEREAS, It is in the Publics best interest to provide temporary storage space to
Licensee during Licensees time of transition;
NOW THEREFORE, in consideration of the mutual covenants contained herein,
and intending to be legally bound hereby, the parties hereto agree as follows:
1. License. Licensor hereby grants a Revocable License to Licensee, its officers,
employees, agents and contractors for access and use of space located within the
rear of the buildings main floor, that space being roughly depicted in Exhibit A
("Space") on the terms and subject to the conditions set forth herein.
2. Use. Licensee shall use the Space for temporary storage of Licensee's furniture,
equipment and other non-hazardous personal property. Licensee further agrees
keep such Space and surrounding areas clean and free from litter.
3. Access. Licensee shall coordinate access to the Space with the City of Auburn's
Arts, Parks and Recreation department's Arts and Events manager at 253.931.3043.
Licensor shall make all reasonable efforts to coordinate with Licensee access to the
Space in a timely manner.
4. Term. The term of the License granted herein shall commence upon the date of the
last signatory herein and shall terminate one year following date of last signatory
or upon 20 days written notice to vacate by either Party, whichever occurs first.
Licensee shall vacate the Space without notice by Lessor at the end of this term and
repair any damage to the Space caused by Licensee during the term of this
Agreement.
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5. Consideration.As consideration for the access and use of the Space depicted in
Exhibit A Licensee shall pay to Licensor a total sum of One dollars and 00/100
($1.00). The check shall be made out to the City of Auburn and shall be due upon
execution of this Agreement. All monies paid are non-refundable.
6. Insurance. Licensee agrees that, at its own cost and expense, it will produce and
continue to force, general liability insurance in the amount of $2,000,000 per
occurrence and $2,000,000 annual aggregate covering any and all property located
at, and/or activities occurring in the Space during the term hereof. Such insurance
shall be written with a company or companies authorized to engage in the business
of general liability insurance in the State of Washington and having an A. M. Best's
financial rating of at least B+. Licensee's policy shall name the City of Auburn and
its elected officials, officers, representatives, directors, agents and employees as
"Additional Insured".
7. Indemnification. Each party hereto shall be liable for and shall assume all
responsibility for any and all injuries to any person, including death, or the loss of
or damage to any property arising from this agreement or the transactions
contemplated herein which results from or is attributable to that party's negligence
or willful misconduct or the negligence or willful misconduct of its employees or
agents, including, without limitation, any and all claims, charges, liabilities,
obligations, penalties, costs, expenses, attorneys' and experts' fees, and hereby
agrees to indemnify and hold the other party harmless for such to the fullest extent
permitted by law. In the event that a liability is caused by the concurrent negligence
or willful misconduct of the parties hereto, then each party's obligations shall apply
only to the extent of such party's negligence or willful misconduct or the negligence
or willful misconduct of its employees or agents.
8. Enforceability; Execution. This Agreement has been duly authorized, executed and
delivered by the parties and is a valid and binding obligation on each, enforceable in
accordance with its terms.
9. General.
a. Compliance with Laws. Each party hereto agrees that they shall fully comply
with the provisions of all applicable federal, state and local laws, rules and
regulations in the performance of this Agreement.
b. Entire Understanding. The terms set forth in this Agreement are intended by
the parties as a final, complete and exclusive expression of the terms of their
agreement and may not be contradicted,explained or supplemented by evidence
of any prior agreement, any contemporaneous oral agreement or any
inconsistent additional terms.
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10. Amendment. The parties to this Agreement may amend, modify or supplement this
Agreement at any time, provided that such amendment, modification or supplement is
in writing,duly executed by both parties hereto.
11. Notices. All notices hereunder shall be in writing and shall be deemed to have been
given or made when delivered or mailed,first class,registered or certified mail,postage
prepaid, addressed as follows, until notice of another address shall have been received
by the other party.
If to Licensor: City of Auburn
Attn: Josh Arndt
25 West Main St.
Auburn, WA 98001
Email: Jarndt@auburnwa.gov
If to Licensee: Name: NA60u,1/n UL4 Cte i h\ ' 4W1"
Attn: Ci (,to e -
Address: V.0, Q>
City, State, Zip: - 1Vj uLAiy) . 30 of �
Email: 01111
12. Applicable Law. This Agreement, including all matters of construction, validity and
performance,shall be governed and construed and enforced in accordance with the laws
of the State of Washington, as applied to contracts executed and to be fully performed
in Washington by citizens of Washington and without reference to principles of
conflicts of law. Venue of any action arising out of this Agreement shall be had first in
the Superior Court of the State of Washington for King County.
13. Waivers. Except as otherwise provided herein, any terms, covenants, representations,
warranties or agreements of any party hereto may be waived at any time by an
instrument in writing executed by the party for whose benefit such terms exist. The
failure of any party of any time or times to require performance of any provisions hereof
shall in no manner affect its right at a later time to enforce the same. No waiver by any
party of any condition or of any breach of any terms, covenants, representations,
warranties or agreements contained in this Agreement shall be effective unless in
writing,and no waiver of any such condition or breach in other instances or a waiver of
any other condition or any breach of any other terms, covenants, representations,
warranties or agreements.
14. Severability. If, for any reason, any provision of this Agreement is held invalid, such
invalidity shall not affect any other provision of this Agreement not held so invalid,and
each such other provision shall to the full extent be consistent with law continue in full
force and effect. If any provision of this Agreement shall be held invalid in part, such
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invalidity shall in no way affect the rest of such provision not held so invalid, and the
rest of such provision,together with all other provisions of this Agreement, shall to the
full extent consistent with law continue in full force and effect.
15. Attorneys' Fees. In the event of a suit by any party to enforce or to settle any dispute
arising out of any provision of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees and costs in connection with such suit or arbitration,
irrespective of whether such matter finally proceeds to judgment or award.
16. Parties in Interest. All the terms and provisions of this Agreement shall be binding upon
and inure to the benefit of and be enforceable in accordance with their terms by the
respective successors and permitted assigns of the parties hereto, whether herein so
expressed or not,but neither this Agreement nor any of the rights,interests or obligations
hereunder of any party hereto shall be assigned without the prior written consent of the
other party,which consent shall not be unreasonably withheld.
17. Counterparts. This Agreement may be executed simultaneously in any number of
counterparts,each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
CITY OF AUBURN AUBURN VALLEY CREATIVE ARTS
ancy Bac , Auburn Mayor ignature
Appr• -d as to orm: _e.1�►�a,r 1� (�Jln 1 a
Print Name
. •iel B. Heid, A •. City Attorney
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. . . ..
Exhibit A
Depiction of space licensed to Auburn Valley Creative Arts
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