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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 -1- 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. -2- 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. -3- (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 -4- 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)