HomeMy WebLinkAboutHold Harmless Agreement with The Auburn School District 408 •
REVOCABLE LICENSE AND
HOLD HARMLESS AGREEMENT
THIS LICENSE is issued on this 29_day of May , 2018, by The
City of Auburn (Licensor) and the Auburn School District 408 (Licensee) for the purpose
of access, erecting scaffolding and storing materials and equipment for construction
activities being done on west grand stand of the Auburn High school Football field.
WHEREAS, Licensor owns certain real property located at 405 E Street NE,
Auburn, WA 98002 (the Property); and
WHEREAS, Licensee requires access and use of Licensor's property legally
described in Exhibit A "Burdened property" for construction activities to be done on
Licensee's property, legally described in Exhibit B "Benefited property" along with use of
the Scaffold Area and Access Zone roughly depicted in Exhibit C;
WHEREAS, Licensor is willing to provide Licensee with access and use of the
Area, subject to certain terms and conditions.
NOW THEREFORE, in consideration of the mutual covenants contained herein,
and intending to be legally bound hereby, the parties hereto agree as follows: 4.
1. License. Licensor hereby grants a Revocable License to Licensee, its officers,
employees, agents and contractors to access and use the area roughly depicted as
the Access Zone and Scaffold Area in Exhibit C ("Area") on the terms and subject
to the conditions set forth herein.
2. Use. Licensee shall use the Area for access, erection and use of scaffolding,
storing of trade materials and equipment and other such construction activities
associated with the improvement work being performed on the West Grandstand
(the "Project") depicted in Exhibit C. Licensee further agrees keep such Area and
surrounding areas clean and free from litter.
3. Term. The term of the License granted herein shall commence May 29, 2018 and
shall terminate on August 31, 2018 or upon completion of the Project, whichever
occurs first. Licensee shall vacate the Area without notice by Lessor and repair or
replace any landscaping or improvements damaged by Licensee, its officers,
employees, agents and contractors during the course of the Project.
4. Consideration.As consideration for the access and use of the Area depicted in
Exhibit C Licensee shall pay to Licensor a total sum of Ten dollars and 00/100
($10). The check shall be made out to the City of Auburn and shall be due upon
execution of this Agreement. All monies paid are non-refundable.
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5. Insurance. Licensee agrees that, at its own cost and expense, it will produce and
continue to force, general liability insurance in the amount of $2,000,000 per
occurrence and $2,000,000 annual aggregate covering any and all property located
at, and/or activities occurring in the Area during the term hereof. Such insurance
shall be written with a company or companies authorized to engage in the business
of general liability insurance in the State of Washington and having an A. M. Best's
financial rating of at least B+. Licensee's policy shall name the City of Auburn and
its elected officials, officers, representatives, directors, agents and employees as
"Additional Insured".
6. Indemnification. Each party hereto shall be liable for and shall assume all
responsibility for any and all injuries to any person, including death, or the loss of
or damage to any property arising from this agreement or the transactions
contemplated herein which results from 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, charges, 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.
7. 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.
8. 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. 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.
9. 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.
10. Notices. All notices hereunder shall be in writing and shall be deemed to have been
given or made when delivered or mailed, first class,registered or certified mail,postage
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prepaid, addressed as follows, until notice of another address shall have been received
by the other party.
If to Licensor: City of Auburn
Attn: Josh Arndt
25 West Main St.
Auburn, WA 98001
Email: Jarndtra)auburnwa.gov
If to Licensee: Name: Auburn School District
Attn: Randy Thomas
Address: 1302 4th Street SW
City, State, Zip: Auburn, WA 98001
Email: RThomas@auburn.wednet.edu
11. 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
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.
12. 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.
13. 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.
14. 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
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reasonable attorneys' fees and costs in connection with such suit or arbitration,
irrespective of whether such matter finally proceeds to judgment or award.
15. 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 ofthe 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.
16. 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.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
CITY OF AUBURN AUBURN SCHOOL, DISTRICT 408
ancy B rs, Auburn Mayor Signature
Approved as t. 'orm: u--{ 1 K-t op.‘ A-6
Print Name
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