HomeMy WebLinkAboutGriefworks - License Agreement74, 1(1.ii
LICENSE AGREEMENT
This License Agreement ("Agreement"), dated Apri122, 2010, is by and between the
City of Auburn, a Washington municipal corporation hereafter referred to as "Auburn", and
GRIEFWORKS which is located at PO BOX 912, Auburn, Washington 98071-9420, a non-
profit corporation organized under the laws of the State of Washington, hereafter referred to as
"Licensee."
RECITALS
A. Auburn is the owner of certain real property, located at 4910 A Street SE Auburn,
WA 98092 hereafter referred to as the "Property."
B. Licensee wants to use the Property for the purpose of providing healthcare
services to patients who are suffering from a debilitating illness and who are low income Auburn
residents.
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 the Properly for the purpose set forth in Recital B.
2. Consideration.
a. Licensee agrees to pay to Auburn the sum of $1.00 as a license fee for its use of
the Property.
b. Licensee agrees to provide weekly slunmary reports to the Auburn's Human
services Department stating the number.of Auburn residents to whom it provides services.
4. Term and Purpose. The term of this Agreement shall begin on Apri123, 2010 (the
"Commencement Date") 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 property. In the event
Licensee shall utilize the Property for any other purpose or perform any other activiiy on the
Properiy 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. Licensee
agrees to give Auburn a minimum of twenty-four (24) hour advance notice before using the
license are. Licensee also agrees to use the license area Monday through Friday between the
hours of 8:00 AM and 5:00 PM.
5. Maintain and Restore. Licensee shall not allow any waste, damage, or destruction
to occur on the Property and upon termination or expiration of this Agreement, Licensee at its
sole cost and expense, shall restore the Properly to its original condition. Without limiting the
foregoing, Licensee specifically agrees not to allow any toxic, hazardous or petroleum products
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to be discharged or deposited onto the Property in connection with Licensee's activities
hereunder.
6. 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 Property, (b) any interference with the customary access to or from the
Property, or (c) any damage or injury to the Property, or to any sublessees, agents, servants or
employees of Auburn.
7. Assumption of Risk. Licensee assumes all risks and liabilities arising out of
Licensee's use of the Property or use of the Property by Licensee's employees, agents,
representatives, guests or invitees.
8. 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 Property 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 Property 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. Indemnitv. 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 Property, 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 Property 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 on the Property. It is further specifically and expressly
understood that the indemnification provided herein constitutes the Licensee's waiver of
immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this
indemnification. This waiver has been mutually negotiated by the parties. The proyisions of this
section shall survive the expiration or termination of this Agreement.
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.
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11. 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 and professional liability insurance and property 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 $3,000,000 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 sha11 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 inabiliiy 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:
Attn:
Facsimile:
To Auburn: City of Auburn
25 West Main St
Auburn, WA 98001
Attention: Facilities
Facsimile: (253)804-3116
14. Miscellaneous.
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(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) Governin _g Law. This Agreement shall be governed by and construed in
accordance with the laws of Washi-ngton.
(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) Attornevs' Fees. In the event that any 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) Severabilitv. 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) Ca tp ions. 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.
(i) Exhibits. All exhibits attached hereto are hereby incorporated herein by
reference and made a part hereof.
(j) 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
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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 Properly.
(1) Authori . 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.
AUBURN: CIT A ,
a ashington m i corporation
By:
-
Its: a
LICENSEE:
GRrFFWnu u c nNC
a
By:
Its:
w
-5-
CERTIFICATE OF LIABILITY INSURANCE
4DATE /29/2 ~o'
PRODUCER (253) 833-5140 FAX: (253) 939-9356
HBT Insurance
201 Auburn Way North, Suite C
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Auburn WA 98002
INSURERS AFFORDING COVERAGE
NAIC #
INSURED
INSURER A: GrEtit AIREr1Cdri Ins Co
Griefworks : A Bereavement Resource
INSURER B:
PO BOX 912
INSURERC:
INSURER D:
Auburn WA 98071
INSURER E
CA\/F17ArFC
THE POLICIES OF INSURANCE LISTED BEIOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTIMTHSTANDING
TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
ANY REQUIREMENT
,
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OFSUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
DD'L
NSRD
TYPE OP INSURANCE
pOLICY NUMBER
POLICY EFFECTIVE
DATE MM/DD/YYYY
POLICY EXPIRATION
DATE MM/DDlYYYY
LIMITS
GENERAL LIABILITY
EACH OCCURRENCE
$ 1,000,000
OO OOO
X
COMME}2CIAL GENERAL LIABILITY
PREMISES Ea occur ence
8 I
aai
CLAIMSMADE [i] OCCUR
AC4884326
4/23/2010
8/16/2010
MEDDCP(Arryoneperson)
$ 5,000
PERSONAL & ADV INJURY
$ 1 OOO OOO
GENERAL AGGREGATE
$ 3,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
PRODUCTS- COMPlOPAGG
$ 3,000,000
X POLICY PRI LOC
AUT
OMOBILE LIABILITY
COMBINED SINGLE LIMIT
$
ANY AlITO
(Ea accident)
ALL OWNm AUTOS
BODILY INJURY
$
SCHEDULED AUTOS
(Per person)
HIRED AUTOS
BODILY INJURY
$
NON-OWNED AUTOS
(Per accident)
PROPERTY DAMAGE
$
(Per axideM)
GARAGE LIABILITY
AUTO ONLY - EA ACCIDQJT
$
ANY AUTO
OTHER THAN EA ACC
$
AUTO ONLY: qGG
$
EXCESS 1 UMBRELLA LIABILITY
EACH OCCURRENCE
$
OCCUR ~ CLAIMS MADE
AGGREGATE
$
$
DEDUCTIBLE
$
RETENTION $
$
WORKERS COMPENSATION
WC STATU- OTH-
TORY S ER
AND EMPLOYERS' LIABILITY
ANY PROPRIEfOR/PARTNER/IXECUTIVE ~
E.L. EACH ACCIDENT
$
OFFICER/MEMBER EXCLUDED?
(Mantlffiory in NH)
E.L. DISEASE - EA EMPLOY
$
If yes, describe under
SPECIAL PROVISIONS below
E.L. DISEASE - POLICY LIMIT
$
p,
oTHEtProfessional
AC4884328
8/16/2009
8/16/2010
2,000,000 Agg Limit
Liability
1,000,000 occ Limit
DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES 1 E(CLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
As respects lease of premises located 4910 A Street SE, Auburn, WA 98092. Certificate Holder is named as Additional
Insured, per Endorsement CG 8224 (12/01) **Revises and replaces Certificate issued 4/26/2010
r~C1^-G u^1 nco CGNCFI I ATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
C1t1T of Auburn
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN
Attn : Facilities
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
25 West Main ST
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AOENTS OR
Auburn, WA 98001
REPRESENTATIVES.
AUTHORI2ED REPRESENTATIVE ~
~-s
Emi.ly Hursh/GAUNT
ACORD25(2009/01) V"~aaa-~uuyri~.~rcu~.vrtrvrw~~vrv. rAn11yuw1-lvw...
INS025 pooso» The ACORD name and logo are registered marks of ACORD
ORIGINAL COPY
Adminislrotive Oflices
580 Walnut Straet
G~AT ' Cincinnati, Ohio 45202 AMERICAN. Tel: 1-513-369-5000
IMSIlRANCFGROUI Cl7 82 24
(Ed. 12 01)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
SOCIAL SERVICE AGENCY GENERAL LIABILITY BRQADENING ENDORSEMENT
This endorsement modifies insurance provided under the foliowing:
COMMERCIAL GENERAL LIASILITY COVERAGE PARY
1. The following provision is added to SECTtON
II - WHO IS AN INSURED
5. AUTOMATtC aDDIT10NAL fNSUREDiS?
a. Additional Insured - Manager or
Lessor of Premises
(1) This policy is amended to inctude
as an insured any person or or-
ganization (hereinafter called Ad-
ditional Insured) from whom you
lease or rent property and which
requires ynu to add such person
or organization as an Additional
Insured on this policy under:
(a) a written contract; or
(b) an oral agreement or con-
tract where a Certificate of
fnsurance showing that per-
son or organization as an
Additional tnsured has been
issued;
but the written or oral contract or
agreement must be an "insured
cantract;" and,
(i) currently in effect or be-
come etfective during the
term of this policy; and
01) executed prior to the "bodily
injury," "property damage,"
"personaf and advertising in-
jUry"
(2) With respect to the insurance af-
forded the Additional lnsured
identified in Paragraph A.(1) of
this endorsement, the folfowing
additional provisions apply:
(a) This insurance applies only
to liability arising out of the
ownership, maintenance or
use of that portion of the
premises leased to you,
(b) The Limits of lnsurance ap-
plicabie to the Additional In-
sured are the lesser of those
specified in the written con-
tract or agreement or in the
Declarations far this policy
and subject to a11 the terms,
condltions, and exclusions
for this policy. The Limits of
Insurance appiicable to the
Additionat Insured are inclu-
sive of and not ih addition to
the Limits of Insurance
shown in the Declarations.
(c) In no event shall the cov-
erages or Limits of Insurance
in this Coverage Form be in-
creased by such contract
(d) Coverage provided herein is
excess over any other valid
and collectible insurance
available to the Additional In-
sured whether the other in-
surance is primary, excess,
Includes copyrighted rnaterial of Insurance Service Offioe with its permission.
Copyright, Insurance Services Office, Inc., 2001
CG 82 24 (Ed. 12/0 1) XS (Page 1 of 4)