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HomeMy WebLinkAboutAgreements/Contracts - BOCCK20-196 2020 AGREEMENT REGARDINGUSE OF COUNTY PROPERTY FOR PUBLIC PURPOSE This Agreement Regarding Use of County Property for a Public Purpose ("Agreement") is entered into by and between GRANT COUNTY, ("COUNTY"), and VITALANT, a non-profit corporation duly formed and operating in the State of Washington, ("VITALANT"). I. Recitals WHEREAS, the COUNTY is duly organized and operating under and by virtue of the State Constitution and the laws of the State of Washington; WHEREAS, VITALANT is a non-profit corporation, duly organized and operating in the State of Washington; WHEREAS, VITALANT conducts blood drive events, and it is the desire of VITALANT to utilize COUNTY property and buildings ("demised premises") during such blood drive; WHEREAS, the Board of County Commissioners ("BOCC"), have determined that it is desirable to allow the VITALANT blood drive to be held on a portion of the demised premises, Room #101, Commissioner's Hearing Room, and having a street address of 35 C Street NW, Ephrata, Washington. II. Agreements Based on the foregoing recitals, the parties to this Agreement hereby agree as follows: 1. The COUNTY does hereby allow VITALANT to use the demised premises for the limited purpose of the VITALANT blood drive, the same to be held on Thursday, December3, 2020. PROVIDED: (a) Advance coordination must take place between VITALANT event planners and Kevin Schmidt of Grant County Facilities & Maintenance (754-2011 ext. 3272) and Chris Lloyd of GCSO (754-2011 ext. 2397), who is spearheading the blood drive for the GCSO. (b) Dates/times — Must coordinate as indicated above; also: (1) Blood Drivetakes place on Thursday, December 3`d, 2020. All setup, operation, teardown and clean up must be conducted during the normal workday, 7am — 5pm. (c) Facilities access —VITALANT event access will encompass the use of: (1) The Commissioner's Hearing Room, #101; �y -.,Li Agreement Regarding Use of County Property for Public Purpose - Page 1 of 4 rYL`V Lb NOV - 9 2020 GRANT COUNTY COMMISSIONER (2) Van Parking in Lot A, (3) Restrooms available for use and clean-up. (d) Restrictions (1) No banners, signs, anchor ropes, etc. affixed to Courthouse structure. Grant County no longer permits anyone to hang or attach any banners, signs, parachutes, anchor ropes, etc. to the pillars or Courthouse structure. This is to protect the work completed on the historical rehabilitation. 2. VITALANT shall, at its own expense, and at all times material herein, use such demised premises in accordance with applicable laws, ordinances, rules, regulations, and requirements of governmental authorities. Further, at all times material herein, VITALANT shall keep such demised premises free from debris, and preserve a standard of cleanliness as established by the COUNTY. 3. VITALANT shall indemnify and hold harmless the COUNTY from and against any and all claims, demands, causes of action, suits or judgments including but not limited to, any claims of insurance carriers, the Department of Labor and Industries, the Department of Social and Health Services, and anyfederal agency, health care provider orgovernmental taxation agency, (including costs and expenses incurred in connection therewith), for deaths or injuries to persons or for loss of or damage to property arising out of or in connection with the use and/or occupancy of the demised premises by VITALANT, its agents, servants, employees or invitees and/or VITALANT's failure to comply with any law of any governmental authority. 4. Neitherthis Agreement, norany claim arising hereunder, shall be assignable or delegable by either party in whole or in part. Further, VITALANT shall not assign, transfer, pledge, or lease any part of the demised premises. 5. This Agreement shall be governed and interpreted in accordance with the laws of the State of Washington. In the event this Agreement conflicts with the provisions of any law or statutes governing the subject matter hereof, such law or statute only to the extent of such conflict shall be controlling. FURTHER: If any portion of this Agreement is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect. In case of any dispute the prevailing party shall be entitled to an award of costs and reasonable attorney's fees ascosts. 6. The failure of the COUNTY to insist on strict performance of anyof the terms and conditions hereof shall not be deemed a waiver of the rights or remedies that the COUNTY may have, and shall not be deemed a waiver of any subsequent breach or default by VITALANT concerning any terms and conditions contained in this Agreement. 7. No partnership, joint venture or joint undertaking shall be construed from these presents, and except as herein specifically provided, neither party shall have the right to make any representations for, act on behalf of, or be liable for the debts of the other. Unless otherwise specifically provided herein, no third party is intended to be benefitted bythis Agreement. Agreement Regarding Use of County Property for Public Purpose —Page 2 of 4 8. This Agreement contains the entire agreement of the parties hereto and supersedes all of their previous understandings and agreements, written and oral, with respect to this transaction. Neither the COUNTY nor VITALANT shall be liable to the other for any representations made by any person concerning the demised premises or regarding the terms of this Agreement, except to the extent that the same are expressed in this Agreement. This Agreement may be amended only by written instrument executed by both parties, or their lawful successors and assigns subsequent to the date hereof. 9. The undersigned warrant that they have the sole right and exclusive authority to execute this Agreement. 10. It is understood and agreed that this Agreement has been executed knowingly and voluntarily and that each party to this Agreement has had full opportunity for legal counsel prior to signing the Agreement. Each party to this Agreement agrees and represents that they have had the opportunity to read this Agreement, have had it fully explained to him or her by their counsel, understands and appreciates the foregoing words and terms and their effect, and signs this Agreement voluntarily of their own free will and accord. 11. It is understood and agreed that VITALANT shall procure and maintain in force, without cost or expense to COUNTY, on or before the commencement date of this Agreement and throughout the Agreement term or as long as VITALANT remains in possession of the Facility, a broad form comprehensive general liability policy of insurance covering bodily injury and property damage, with respect to the use and occupancy of the Facility with liability limits of not less than $1,000,000, per occurrence. COUNTY shall be named as additional insured on all such policies, which policies shall in addition provide that they may not be cancelled or modified for any reason without fifteen (15) days prior written notice to COUNTY. VITALANT shall provide COUNTY with a certificate or certificates of such insurance within (10) days of the execution of this Agreement. Agreement Regarding Use of County Property for Public Purpose — Page 3 of 4 APPROVED this 10 day of, 2020. BOARD OF COUNTY COMMISSIONERS GRANT COUNTY, WASHINGTON Cindy Carter, Chair Richard Stevens, Member ATTEST. 2020. Kevin J. McCrae Deputy Prosecuting Attorney Audrey Herm nn, Territory Manager VITALANT Agreement Regarding Use of County Property for Public Purpose — Page 4 of 4