HomeMy WebLinkAbout7562622 B Street Parking Lot - DAC Makers Market Series 2024 - DocuSign Envelope ID:C304ED8F-CDF7-45BF-AD05-C6AB12EBD795
PROPERTY USE LICENSE AGREEMENT
B STREET PARKING LOT
THIS LICENSE is issued on this 14 day of June ,2024,by the City
of Auburn, as Licensor ("City") to the Downtown Auburn Cooperative, as Licensee
("DAC").
I. RECITALS
1. The City owns a surface parking lot located in Auburn's downtown consisting
of King County parcel numbers 0483000080, 0483000085 & 0483000040 (the
"Lot").
2. The Lot provides support to Auburn's downtown by providing off-street
parking to those living, working and visiting the area.
3. The DAC is a private non-profit 501(c)3 business association whose mission is
to strengthen, support and promote Auburn's downtown.
4. The DAC desires to use the Lot in fulfillment of its mission by holding a Makers
Market Series.
IL AGREEMENT
1. License. Subject to the conditions set forth herein, the City grants a non-exclusive
License to the DAC, its vendors and guests (collectively the "DAC") to hold a
Makers Market Series on the Lot at those dates and times identified below. The
City further grants permission to access and utilize the power receptacles located
on the Lot. The City approves the proposed utilization of the Lot based upon the
DAC submitted site plan attached as Exhibit A. The DAC shall also keep the Lot
clean and free of litter during their use and pick up all trash and debris on the Lot
after each use. The lot shall be returned to the City in the same condition as it was
prior to each use, reasonable wear and tear exempted, and the DAC shall remove
all equipment, vendor items, signage, tape/cordage, etc. from the Lot. Under no
circumstances will the DAC allow or be permitted to store hazardous materials or
waste as defined in RCW 70.102.010 (5) & (6).
At all times the city shall have unannounced and unnoticed access to the Lot area
as long as such access does not interfere with DAC's use of the area.
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2. Dates and Times of Use. DAC is entitled to possession and use of the Lot for the
purposes described above between the hours of 12pm — 8pm on the following
dates:
• Friday,June 21, 2024
• Friday,July 19, 2024
• Friday,August 16, 2024
3. Permits. The DAC warrants that it will obtain all necessary permits whether State
or local in consideration of their use. The DAC shall furnish copies of all permits
to the City prior to the date of first use.
4. As-is. DAC acknowledges and agrees that it is relying solely on its inspection and
investigation of the Lot, and accepts it "AS-IS, WHERE IS"with no warranties of
any kind, expressed or implied, either oral or written, made by City or any
employee, agent or representative of City with respect to the physical condition of
the Lot or the utilities. The DAC acknowledges and agrees that neither City nor
City's employees, agents, representatives or otherwise have made, and does not
make any representations or warranties of any kind or character whatsoever,
whether expressed or implied, with respect to the habitability or suitability for
DAC's allowable uses. The City makes no warranties regarding presence or
absence of any hazardous substances, wastes or materials as defined by state,
federal or local law. City does represent that, to the best of City's knowledge,
without duty of inquiry,there are no hazardous wastes or materials on, in, above or
under the Lot. City is not responsible for the security of any of DAC's property.
DAC takes full responsibility for the security of its property.
5. Power. In addition to use of the Lot, the City further grants access and use to the
power located around the Lot. The City makes no warranties as to the sufficiency
of said power for the DAC's intended use.
6. Key(s). Prior to the date of first use, the City will provide keys to the electrical
outlet covers.Upon the completion of each use the DAC shall ensure that all electrical
covers are securely locked. Following completion of the last use date the DAC shall
return the keys to the City.
7. Outreach. As a condition of the City granting this License, the DAC agrees to
perform"outreach"to the businesses and residence located within one block of the
Lot. Outreach shall include providing a flyer to the businesses and residential
properties no less than 1 week prior to the date of each use. At a minimum the flyer
must describe the location of the event and the dates and times of the event. The
flyer shall clearly note that the Lot will be closed to vehicular parking on the dates
and times of DAC's granted use. The flyer must also clearly include contact
information for a DAC representative who can address any questions or concerns.
8. Signage. The DAC shall prominently place "No Parking" signs in the Lot no later
than 2 days in advance of DACs use dates. The DAC is also permitted to put up
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temporary signs during the event hours promoting the event, or the DAC, vendor
signs, or other such signage deemed appropriate to the event by both parties.
9. Parking Enforcement. The City does not warrant or guarantee that the Lot will be
free of motor vehicles parking or otherwise using the Lot during or immediately
prior to DAC's use dates.
10. Insurance. DAC agrees that, at its own cost and expense, it will produce and
continue to maintain, Commercial General Liability(CGL)insurance covering any
and all property located in, and/or activities occurring in the Lot during the term
hereof. Such insurance shall be written with a company or companies authorized to
engage in the business of Commercial General Liability insurance in the State of
Washington and provide coverage for bodily injury and/or property damage.
Commercial General Liability insurance shall be at least as broad as Insurance
Services Office (ISO) occurrence form CG 00 01 and shall cover Lot and
contractual liability. The City shall be named as additional insured on DAC's
Commercial General Liability insurance policy using ISO Additional Insured-
Managers Lot Form CG 20 11 or a substitute endorsement providing at least as
broad coverage. Commercial General Liability insurance shall be written with
limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate.
DAC's Commercial General Liability insurance policy or policies are to contain,
or be endorsed to contain that they shall be primary insurance with respect to the
City. Any Insurance, self-insurance, or self-insured pool coverage maintained by
the City shall be excess of the DAC's insurance and shall not contribute with it.
DAC's maintenance of insurance as required by this Agreement shall not be
construed to limit the liability of DAC to the coverage provided by such insurance,
or otherwise limit the City's recourse to any remedy available at law or in equity.
11. Waiver of Subrogation Rights. In any case in which City shall to pay to DAC any
loss, cost, damage, liability or expense suffered or incurred by DAC, DAC shall
allow to City, as an offset against the amount, the net proceeds of any insurance
collected by DAC for or on account of such loss,cost,damage,liability,or expense.
Neither party shall make any claim or seek to recover from the other party losses,
or damage to its property, or the property of others, resulting from an incident or
event: covered by insurance.
12. Indemnification. DAC shall defend, indemnify, and hold harmless the City, its
officers, officials, employees and volunteers from and against any and all claims,
suits, actions, or liabilities for injury or death of any person, or for loss or damage
to property, which arises out of DAC's use of Lot, or from the conduct of DAC's
business, or from any activity, work or thing done, permitted, or suffered by DAC
in or about the Lot,except only such injury or damage as shall have been occasioned
by the sole negligence of the City.It is further specifically and expressly understood
that the indemnification provided herein constitutes DAC's waiver of immunity
under Industrial Insurance, Title 51 RCW, solely for the purposes of this
indemnification. This waiver has been mutually negotiated and agreed to by DAC
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and the City. The provisions of this section shall survive the expiration or
termination of this License.
13. 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. In addition to all other available remedies for a breach of the
terms and conditions of this License, the City may without liability immediately
terminate this License without regard to the dates listed in section 2.
14. 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. Assignment. This Agreement and the rights and obligations of the parties hereto
may not be conveyed, assigned or transferred to any other person without the
prior written consent of the non-assigning party.
c. 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.
15. 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.
16. Notices. All notices hereunder shall be in writing and shall be deemed to have been
given or made when delivered,emailed 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.
CITY DAC
Josh Arndt Shari Nirschl
25 West Main 262 E Main Street
Auburn,WA 98001 Auburn,WA 98002
253.261.1235 206.919.1166
Jarndt(&,,Auburnwa.gov info(a,rosesmakersmarket.com
17. 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
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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.
18. 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.
19. 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
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.
20. 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.
21. 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.
22. 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.
[SIGNATURES ON THE FOLLOWING PAGE]
City of Auburn/Downtown Auburn Cooperative
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
LISENSOR: LICENSEE:
City of Auburn Downtown Auburn Cooperative.
IVDocuSigned by: DocuSigned by:
e+s Ieu& for st,fwi h(rsdct
Lb .euI- l.a hU U 4 USUL I
Josh Arndt, teal Estate Manager Shari RirscM President:
6/14/2024 6/10/2024
Date Date
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DocuSign Envelope ID:C304ED8F-CDF7-45BF-AD05-C6AB12EBD795
EXHIBIT A
Site Plan
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