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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.
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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
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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
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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
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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
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