AG 19-028 - Emerald Downs II RETURN TO: Cmdr.Grossnickle EXT: 6736
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
. ORIGINATING DEPT./DIV: POLICE
ORIGINATING STAFF PERSON: CMDR.GROSSNICKLE EXT: 6736 3. DATE REQ.BY:
TYPE OF DOCUMENT(CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMl'l'ED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL
X OTHER HOLD HARMLESS
. PROJECT NAME: POLICE EVOC TRAINING
NAME OF CONTRACTOR: EMERALD DOWNS_RACING,LLC
ADDRESS: P.O.Box 617 TELEPHONE
E-MAIL: FAX:
SIGNATURE NAME: PHIL ZIEGLER TITLE
EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
. TERM: COMMENCEMENT DATE: APRIL 1,2019 COMPLETION DATE: DECEMBER 31,2019
TOTAL COMPENSATION$ 0 (INCLUDE EXPENSES AND SALES TAX,IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE:❑YES X NO IF YES,MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ❑YES X NO IF YES,$ PAID BY:0 CONTRACTOR❑CITY
RETAINAGE: RETAINAGE AMOUNT: 0 ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDE
❑ PURCHASING: PLEASE CHARGE TO:
0. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW2 144
1. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE:
2. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL/DATE SIGNED
❑ LAW DEPARTMENT
❑ SIGNATORY(MAYOR OR DIRECTOR)
❑ CITY CLERK C 3Iz)I lel
❑ ASSIGNED AG# AG# (c`_O arS
❑ SIGNED COPY RETURNED DATE SENT: 3 a 1. 1°) 160_,
;OMMENTS: Yl
1/2018
REVOCABLE LICENSE AND
HOLD HARMLESS AGREEMENT
THIS LICENSE is issued on this 1st day of February, 2019 by Emerald Downs
Racing LLC ("EDR") to the Federal Way Police Department, whose address is 33325 9th
Ave S. Federal Way,WA 98003.("Licensee").
WHEREAS, EDR leases certain real property located at 2300 Emerald Downs
Drive Auburn,Washington 98001 (the"Property");and
WHEREAS,Licensee desires to use the 500,000 sgft. area located on the Property
as outlined in the map attached hereto as Addendum A(the"Area")for police training.
NOW THEREFORE, in consideration of the mutual convenants contained herein, and
intending to be legally bound hereby,the parties hereto agree as follows:
1. License. EDR 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 holding police training and shall keep such area clean and free from litter.
3. Term. The term of the license granted herein shall commence on
February l', 2019 and automatically terminate on December 31st, 2019. At the end of
the term hereof, 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. Fee, This license is provided by EDR to licensee free of charge for those
assurances outlined in this agreement.
5. 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. Licensee shall provide Lessor with
a certificate of insurance evidencing such insurance is in full force and effect and stating
the terms thereof, showing Emerald Downs Racing LLC, Mucklesboot Indian Tribe,
and Bank of America as an additional insures.
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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. ,EDR Representations and Warranties. In addition to the
representations and warranties contained elsewhere in this Agreement, EDR warrants and
represents to Licensee that as of the date hereof:
7.1. Organization and Good Standing. EDR is a limited partnership, duly
organized,validly existing and in good standing under the laws of Washington.
7.2. Power and Right. EDR has the full and absolute power and right
to enter into this Agreement and consummate the transactions contemplated hereby.
7.3. Enforceability;Execution. This Agreement has been duly authorized,
executed and delivered by EDR and is a valid and binding obligation
on it enforceable in accordance with its terms.
8. Licensee's Representations and Warranties. In addition to the representations
and warranties contained elsewhere in this Agreement, Licensee represents and warrants to
EDR that:
8.1. Organization and Good Standing. Licensee is a corporation, duly
organized,validly existing and in good standing under the laws of Washington State.
8.2. Power and Right. Licensee has the full and absolute power and
right to enter into this Agreement and consummate the transactions contemplated hereby.
8.3. Enforceability:Execution. This Agreement has been duly authorized,
executed and delivered by Licensee and is a valid and binding
obligation on it enforceable in accordance with its terms.
9. General.
9.1. 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.
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9.2. 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.
9.3, 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.
9.4. 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.
9.5. 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 EDR: Emerald Downs Racing LLC
P.0.Box 617
Auburn,Washington 98071-0617
Attention:Phil Ziegler
If to Licensee: Federal Way Police Department
33325 9th Ave S.
Federal Way,WA 98003
Attention:Andy J.Hwang
9.6. 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.
9.7. Further Assurances. Each party hereto shall take whatever reasonable
steps are necessary to carry out the transactions contemplated herein.
9.8. 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 an
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
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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.
9.9. 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.
9.10. 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.
9,11. Parties in Interest. All the terms andprovisions of this Agreement
to gree
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.
9.12 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 have executed this Agreement the day and year
first above written.
Emerald Downs Racing LLC Federal Way Police Department
By:Phil Ziegler- Emerald Downs By:Andy J.Hwang
President Chief of Police
Signature: Signature:
, „1,44_9 (7 447
Date: — 1311 Date: 300?
P.O.Box 617 33325 91'Ave S.
Auburn,WA 98071-0617 Federal Way,WA 98003
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