HomeMy WebLinkAboutHold Harmless Agreement for VRFA , 16,,Ll
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REVOCABLE LICENSE AND
HOLD HARMLESS AGREEMENT
THIS LICENSE is issued on this 2c day of J0 N t ,2019("Effective
Date"), by Valley Regional Fire Authority(Licensor)to the City of Auburn(Licensee)for
the purpose of providing parking lot access for motorcycle training exercises.
WHEREAS,Licensor owns certain real property located at 1101 D St NE,Auburn,
Washington 98002 (the"Property"); and
WHEREAS,Licensee desires to use 492 square feet within the Property as outlined
in the map attached as Exhibit A(Area) for motorcycle training exercises; and
WHEREAS, Licensor is willing to provide Licensee with access to the Area,
subject to certain terms and conditions.
NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement, and intending to be legally bound,the parties agree as follows:
1. License. Licensor grants a Revocable License to Licensee to use the Area on the
terms and subject to the conditions set forth.
2. Use. Licensee shall use the Area for the exclusive and limited purpose of holding
motorcycle training, and shall keep such area clean and free from litter.
3. Term. The term of the license granted shall commence on the Effective Date and
automatically terminate twelve months after the Effective Date, unless the Parties
mutually agree in writing to extend the term. At the end of the term, Licensee shall
vacate the Area without notice by Lessor and shall 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 produce and
continue to force, general liability insurance covering any and all property located
at, and/or activities occurring in the Area during the term of the Agreement. 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. Licensee
shall provide Licensor with a certificate of insurance evidencing such insurance is
in full force and effect and stating the terms thereof, showing Licensor as an
additional insured.
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In lieu of the insurance requirements as stated above in Section 4: Licensee
represents and warrants to Licensor that(a) Licensee is a member of the
Washington Cities Insurance Authority(WCIA), which is a self-insured pool of
114 municipal corporations in the State of Washington,and(b) WCIA has at least
$5,000,000 per occurrence of liability coverage that is applicable in the event an
incident occurs which the member shall be obligated to pay (subject to policy
exclusions) by reason of liability: (a)imposed upon the member by law; or(b)
assumed under contract or agreement by the member and/or any officer, director,
official, or employee of the member, while acting in his or her capacity as such.
5. Indemnification. Each party 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.
Neither party shall be deemed an agent of the other party, for purposes of this Agreement;
each party shall be liable for its own negligence, errors or omissions.
6. Licensor's Representations and Warranties. In addition to the representations and
warranties contained elsewhere in this Agreement, Licensor warrants and
represents to Licensee that as of the date of signing:
a. Organization and Good Standing. Licensor is a limited liability corporation,
duly organized, validly existing and in good standing under the laws of
Washington.
b. Power and Right. Licensor has the full and absolute power and right to enter
into this Agreement and consummate the transactions contemplated hereby.
c. Enforceability;Execution. This Agreement has been duly authorized,executed
and delivered by Licensor and is a valid and binding obligation on it enforceable
in accordance with its terms.
7. Licensee's Representations and Warranties. In addition to the representations and
warranties contained elsewhere in this Agreement,Licensee represents and warrants to
Licensor that:
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a. Organization and Good Standing. Licensee is a municipal corporation, duly
organized,validly existing and in good standing under the laws of Washington.
b. Power and Right. Licensee has the full and absolute power and right to enter
into this Agreement and consummate the transactions contemplated hereby.
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. Assignment. This Agreement and the rights and obligations of the parties hereto
may not be conveyed, assigned or transferred to any other person without the
prior written consent of the non-assigning party. There shall be no third-party
beneficiaries to this Agreement.
c. 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
prepaid,addressed as follows,until notice of another address shall have been received
by the other party.
If to Licensor: Valley Regional Fire Authority
Attn:Deputy Chief of Operations
1101 D St NE
Auburn,Washington 98002
If to Licensee: The City of Auburn Police Department
Attn: Traffic Sergeant
340 East Main Street
Auburn,Washington 98002
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
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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
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 of the 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.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first
above written.
Valley Regional Fire Authority City Of Auburn
IA
By: - t4l k wtARrt441.,�J By: /"l/1'/LK- iLC14fk./
Signature: Signature:
Ti . Fiat-
Date:
iiuDate: °C7_2C/a-0 I ? Date: b Z-1
APPROVED AS TO FORM:
Ste en Gross, City Attorney
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