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AG 17-116t 11 1 1 (to etc Mtn A-(r ndrS �i REVOCABLE LICENSE AND HOLD HARMLESS AGREEMENT THIS LICENSE is issued on this 'iay of 1 , 2017, by The City of Auburn (Licensor) and the City of Federal Way (Licensee ) for the purpose storing office equipment and furniture at the Auburn Game Farm Park Administration Building. WHEREAS, 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 the map attached hereto as Exhibit A (the Area), and incorporated herein by this reference, 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 herein, and intending to be legally bound hereby, the parties hereto agree as follows: 1. License. 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 from litter. 3. Term. 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 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 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. The Parties hereby agree that Licensee's continued participation in a self - insurance risk pool shall fully satisfy the insurance requirements set forth herein. i 5. 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. 6. 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. 7. 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. c. Entire Understanding. The terms set forth in this Agreement are intended by the parties as a fmal, 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. 8. 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. 9. Notices. 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 another address shall have been received by the other party. If to Licensor: City of Auburn Attn: Josh Arndt 2 If to Licensee: 25 West Main St. Auburn, WA 98001 Email: Jarndt@auburnwa.gov City of Federal Way Attn: Andy Hwang 33325 8' Ave. S. Federal Way, WA 98003 Email: andy.hwang @cityoffederalway.com 10. 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. 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. 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. 12. 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. 13. 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 attomeys' fees and costs in connection with such suit or arbitration, irrespective of whether such matter finally proceeds to judgment or award. 14. 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 3 hereunder of any party hereto shall 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 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 Nancy Backus, Auburn Mayor Attest: Danielle Daskam, Auburn City Clerk CITY • FEDERAL WAY 41 _At Attest: I, Federal Way Mayor h nie Courtney, Federal City Clerk Approved as to form: Approved as to form: OLL Daniel B. Heid, Auburn City Attorney J. Ryan Call, Federal Way City Attorney 4