HomeMy WebLinkAboutCity of Federal Way (for Auto Theft Task Force) REVOCABLE LICENSE AND
HOLD HARMLESS AGREEMENT
THIS LICENSE is issued on this _ LA�'day of�k�,_ -, 2017, by The
City of Auburn(Licensor)and the City of Federal'Way (Licensee for the purpose storing
offce equipment and furniture at the Auburn Game Farm Park Administration Building.
WHEItEAS,Licensor owns certain real property located at 2840 Riverwalk Dr. SE,
Auburn, WA 98002 (the Property); and
WHEREAS, Licensee desires to use 4,798 square feet within the Property as
outlined in tiie map attached hereto as Exhibit A (the Area), and ineorporated herein by
this reference, for motorcycle trainin�exercises; and
WHEREAS, Licensor is willing to provide Licensee with access to the Area,
subject to certain terms and conditions.
NOVJ THEREFORE, in consideration of the mutual covenants contained herein,
and intending to be legally bound hereby,the parties hereto agree as follows:
1. Lieense, Licensor hereby grants a Revocable License to Licensee to use the Area
on the terms and subject to the conditions set forth herein. �
2. Use. Licensee shall use the Area for the exclusive and limited purpose of storing
office equipment and furniture, and shall keep such area clean and free frorn litter.
3. Terin. The term of the License granted herein shall commence upon the signature
of the last party to sign, and automatically terminate upon execution of an
agreement between the parties for long-term leasing of the Property, or August 30,
2017,whichever is earlier. If this License is terminated without commencement of
an agreement for long-term leasing of the Property�Licensee sha11 vacate the Area
without notice by Lessor and sha11 restore Area to at least as good a condition as it
was before Licensee took possession.
4, Insurance. Licensee agrees that, at its own cost and expense, it will produee and
continue to force, general liability insivance covering any and all property located
at, and/or activities occurring in the Area during the term hereo£ Such insurance
shall be written with a company or com�anies authorized to engage in the business
of general liability insurance in the State of Washington, The Parties hereby agree
that L,icensee's continued participation in a self-insurance risk pool shall fully
satisfy the insurance requirements set forlh herein.
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5. Tndeninification. Each party hereto shall be liable for and shall assume all
responsibility for any and all irijuries to any person, ineluding death, ar the loss of
or damage to any property arising from this agreement or the transactions
contemplated herein which results froin 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, eharges, 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.
6. Eta`Corceabilitv; ExEcutian. This Agreement has been duly authorized, executed and
delivered by the parties and is a valid and binding obligation on each, enforeeable in
accordance with its terms.
7. General.
a. Com�liance wit]Y.Laws; Each parly hereto agrees that they sha11 fully eomply
with the provisions of all applicable federal, state and local laws, rules and
regulations in the performance of this Agreement.
b. :Assi�n7ent. This Agreement and the rights and obligations of the parties hereto
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may not be conveyed, assigned or transferred to any other person without the
prior written consent of the non-assigning party.
c. Entire Under`staizdin�: 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 ariy
inconsistent additional terms.
8. Aniendrnent. The parties to tliis Agreement may amend, modify or supplement this
Agreement at any time,provided fhat such amendment,modification or supplement is
in writing,duly execufed by both parties hereto.
9. Norices. 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 anothcr address shall have been
received by the other party.
lf to Licensor: City of Auburn
Attn: Josh Arndt
z �
25 West Main St.
Aubum, WA 98001
Email: Jarndt a,auburnwa.gov
If to Licensee: City of Pederal Way
Attn: Andy Hwang �
33325 8th Ave. S.
Federal Way,WA 98003
Email: andy.hwa.ng@cityoffederalway.com
10. Atiplicable I:aw. This Agreement, including aIl matters of constniction, validity and I
performance,sha11 be governed and construed and enforced in accordance with the laws '
of the State of Washin��ton,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 sha11 be had fir"st in
the Superior Court of the State of Washington for King County.
11. 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. Tke
failure of any party of any time or tiines 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, representatioris,
, warrauties or agreements contained in this Agreement sha11 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 terins, eovenants, representations;
warranties or agreements.
12.,Sevet�bal'itv. If, for any reason,any provision of this Agreement is held invalid, sueh
.
ii�validity 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 afthis Agreement shall be held invalid in parh,such
invaliciity shall in no way afPect tlie rest of such provision not held so invalid,and the
rest of such pmvision,togethcr with a11 other provisions of this Agreement,shall to the
full extent eonsistent with law continue in full force and effect.
13. i�ttptmeys' F�;�s. 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 erititled to
reasonable attomeys' fees and costs in eoimection with such suit or arbitration;
irrespective of whether such matter finally proceeds to judgment or award,
14..Prarhies in Interest, All the terms and provisions of this Agreement shall be binding upon
and inure to the benefit of and be enforceable in aecordance with their terms by the
respective successors and pernutted assigns of the parties hereto; whether herein so
expressed or not,but neither this Agreement nor any of the rights,interests or obligations
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hereunder of any party hereto shall be assigned without the prior written consent of the
other party,which consent sha11 not be unreasonably withheld.
15. Counterparts. This Agreement may be executed simultaneously in any number of
counterparts,each of which shall be deemed an original,but a11 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 CITY FEDEF�AL;WAY
' ww� '��F
Nancy Backus, Auburn Mayor �i` �� I,_Federal Way Mayor �
Attest:> Attest:
�
Danielle I�askam,Auburn City Clerk li nie Courtney, Federal � City
Clerk
Approved as to form: Approved as to form;
���.�
_ _
Daniel B. Heid,Auburn City Attorney J.Ryan Call,Federal Way City Attomey
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hereunder of any party hereto sliall be assigned without the prior written consent of the
other party,which consent shall not be unreasonably withheld.
15. Counterparts. This Agreement may be executed simultaneously in any number of
counterparts,each of which sha11 be deemed an original,but a11 of which together sha11
constitute one and the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and yeaz first above written.
CITY OF AUBURN CITY OF FEDERAL WAY
Na.ncy B us, Auburn Mayor Jim Ferrell, Federal Way Mayor
Attest: Attest:
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Danielle Daskam,Auburn City Clerk Stephanie Courtney, Federal Way City
Clerk
Approved as to form: Approved as to form:
..Q��Q-C�
niel B. Heid, Aub_ City Attorney J.Ryan Call,Federal Way City Attorney
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