HomeMy WebLinkAboutAuburn Properties - Maintenance Agreement ,� 3. i�. i3
MAINTENANCE AGREEMENT
Refe�ence# (if applicable): N/A
Grantor: Auburn Properties, Inc:
Maintenance Contractor. City of Auburn
Legal Descriptions/STR: SW 31-22-05
Assessor's Tax Parcel ID#: 9360600305
_. . _ _...
9360600330
PROJECT: Flood Protecfion Measures
This Maintenance Agreement is entered into in connection with that certain Right of
Entry and Construction Agreement ("Construction AgreemenY') between Auburn Properties,
Inc:,a Washington corporation (Grantor) and King County, a polifical subdivision of the State of
Washington (Grantee), a copy of which is attached hereto and incorporated herein by
reference, to allow Grantee to construct certain temporary earth berm and/or placing flood
fighing materials (collective, the Flood Protection Measures). The City of Aubum ("City"), as
contractor to Grantee under an Agreement for Flood Protection Services dated October 15,
2009 (the Services Agreement), is constructing such Flood Protection Measures (the Projec.t)
on behalf of Grantee.
WHEREAS, the City has previously issued that certain Emergency Proclamation No.
2009-1 dated October 8, 2009 (the Proclamation) to, among other things, declare an
emergency relative to the Howard Hanson Dam flooding threat and has entered into the
Services Agreement to undertake the Project as a contracfor for King County that has atso
declared an emergency relative to such flooding 4hreat.
WHEREAS, the City has requested that Grantor enter into this Maintenance Agreement
in order for the City to carry out tHe Project in corinection with the Proclamation and the Service
Agreement.
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the City and Grantor agree as follows:
Maintenance Agreement(Auburn) 1
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1. At its sole cogt and expense, the City shall perform maintenance on the Flood Protection
Measures (a) in a good, safe and workmanlike manner, (b) in a manner that will not
harm or damage the PropeRy (as defned in the Construction Agreement), and (c) in a
manner that does not materially or unreasonably interfere with the use or operation of
the Property tiy Grantor or any other tenanUlicensee of Grantor. The City shall inspect at
reasoriable intervals, and shall make maintenance repairs as it reasonably deems
appropriate in order to maintain, the Flood Protection Measures.
2. At Grantee's sole cost and expense, the City shall promptly remove any and alt debris,
rubbish or c.ombustible material from the P�oject Area (as defined in the Construction
Agre"ement) arising from any activities of Grantee ot the City or otherwise in connection
with the the Flood Protection Measures on reasonably regular tiasis; provided, that if
emergent flood control activities prohibit removal thereof due to safety reasons in
accordance with the foregoing, the City shall remove debris as soon as practicable after
cessation of the applicable emergent flood control acfivities. Such responsibil'ity of the
C'ity shall include, without limitation, clean up of any toxic or hazardous substances
deposited on the Property by Grantee or Granfee's confractors, agents, employees,
inVitees anii guests.
3. To the full extent permitted by law, the City; on behalf of itself and its contractors,
employees, agents, successors and assigns, agrees to access and maintain the Project
Area at its own risk and hereby release.s Grantor; officers, directors, shareholders,
representatives, agents and employees, from all claims for any damage or injury
brought by the City, its contractors, agenfs or employees, successo�s, assigns or
invitees.
4. Any waiver by Grantor of strict compliance with any provisions of this Maintenance
Agreement shall not be deemed a waiver of any other proyisions not so waived or of
Grantor`s right to insist on strict compliance thereafter. The provisions of this
Mainfenance Agreement are severable, and, in the event any provision or a part hereof
is held to be unenforceable, the remaining provisions and parts thereof shall continue in
fuil force and effect.
5. To the fuli extent permitted by law, the City further agrees to indemnify, defend (with
counsel reasonably acceptable to Grantor), protect and hold harmless (collectively, the
Indemnification Obligation) Grantor and its offcers, directors, shareholders,
rePresentatiVes, agents and employ"ees from any and all damages, losses, expenses,
liability to, or claim of (collectively, the Claims) any person or entity which may result
directly or indirectly in connection with the maintenance or removal of the Flood
Protection Measures or the City's breach of its obligations under this Maintenance
Agreement except for those claims and damages caused by the sole negligence of 4he
Grantor. Notwithstanding any statements to the contrary, the parties agree that the
Ci4y's Ind,emnification Obligation excludes any Claims (or portions thereo� to the extent
such Glaims (or po.rtions thereo� arise out of any damages or injuries occurring on the
Property from flood related occurrences or any rise in water level adjacent to the
Property.
(Signatures on next page.)
Maintenance Agreement(Auburn) 2
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Dated this�day of AnJp�{i , 20�.
GRANTOR: MAINTENANCE CONTRACTOR:
AUBURN PROPERTIES, INC., CITY OF AUBURN, a municipal corporation
a Washington corporation
. �
_: By:
Jill E, Saper§te , Assisfant$e tary Pete� . ewis, Aubum Mayor
Notice: Auliurn Propedies, Inc. Notice: City of Auburn
120 N. Robertson Boulevard, 3`d Floor ATTN: Public Works Director
Los Angeles, CA,90048 25 W. Main St.
Attention: John Manavian Auburn, WA 98001
Fax: (810) 652-8538 Fax: (253j 931-3053
Phone: (310) 855-8484 Phone: (253) 931-3010
Maintenance Agreement(Auburn) 3
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