REVOCABLE LICENSE AND INDEMNITY AGREEMENT
THIS REVOCABLE LICENSE AND INDEMNITY AGREEMENT ("Agreement") is made and
entered into this ____ day of May, 2009 (the “Effective Date”), by and between
_____________________________ ("Licensee") and CHERRY VALLEY FARMS, LLC, a
Washington limited liability company ("Owner").
RECITALS
A.
Licensee owns approximately nine (9) horses (the "Horses") that he desires to and has
requested that he be permitted to keep and graze at Cherry Valley Dairy.
B.
Owner owns Cherry Valley Dairy near Duvall, Washington (the "Dairy"), currently
has capacity at the Dairy for the Horses and is agreeable to allowing the Horses to be kept at the
Dairy on the terms set forth in this Agreement.
C.
Licensee and Owner desire to enter into this Agreement to make clear the terms on
which Licensee may keep the Horses at the Dairy and allow them to use portions of the Dairy for
grazing purposes.
AGREEMENT
NOW, THEREFORE, Licensee and Owner agree as follows:
1.
Grant of Revocable License. Owner hereby grants to Licensee a non-exclusive, revocable
license to use the Dairy (or such portions thereof as are designated for use by Licensee) for
the purpose of keeping the Horses at the Dairy and using the Dairy as a location for the
grazing of the Horses.
2.
Responsibility for Care of Horses. Licensee shall be solely responsible for the care and
feeding of the Horses, for keeping the Horses confined to the Dairy real property, and for
maintenance of the Dairy, its improvements and equipment, all to the extent used for keeping
the Horses.
3.
Exculpation of Owner; Assumption of Risk and Indemnity. Owner shall not be liable to
Licensee or to any of Licensee's employees, agents (including hourly workers), servants,
guests, invitees or visitors, or to any other person whomsoever, for any injury to person or
damage to property on or about the Dairy, or for any injury to person alleged to result from
the use of the Dairy, the keeping of the Horses at the Dairy, and/or caused in part or whole by
the negligence or misconduct of Licensee or his employees, agents, servants, guests, invitees
or visitors, or caused by the buildings and improvements located at the Dairy becoming out
of repair, or caused by leakage of gas, oil, water or steam or by electricity emanating from
any of the buildings at the Dairy, or due to any cause whatsoever. Licensee hereby assumes
any and all risk, of whatever nature, associated with use of the Dairy, the improvements and
equipment located thereon. Licensee hereby covenants and agrees that he will at all times
indemnify and hold safe and harmless the property, Owner, Owner's employees, agents,
servants, guests, invitees, and visitors from any loss, liability, claims, suits, costs, expenses,
including without limitation attorneys' fees and damages, both real and alleged, arising out of
any such damage or injury or the use of the Dairy by Licensee. Owner agrees to promptly
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notify Licensee of any such claims upon receipt of notice thereof. Licensee and his insurer
shall have the right to manage and settle such claims without obtaining Owner’s consent.
3.
Insurance Coverage.
(a)
Commercial General Liability Insurance. Licensee will obtain commercial general
liability insurance in a minimum amount of $1,000,000 with coverage for events
occurring on the Dairy.
(b)
General Insurance Requirements. All coverage required by this Section 3 shall: (1)
name Owner as an additional insured on the commercial general liability policy; (2)
be issued by an insurance company rated A-:VII or better in "Best's Insurance Guide"
and authorized to do business in the State of Washington; (3) be primary and provide
that any insurance coverage maintained by Owner shall be considered excess and
non-contributing to the policies required by this Section 3; and (4) provide Owner
with thirty (30) days’ notice of cancellation or change in terms (ten (10) days for nonpayment of premium). The policies of insurance or certificates thereof shall be
delivered to Owner by Licensee prior to entering onto the Dairy.
4.
Compliance with Laws. Licensee agrees to conduct all activities at the Dairy and with
respect to the Horses in compliance with applicable local, state and federal environmental,
health and safety laws and all other laws, rules, regulations, ordinances, permits, licenses and
authorizations required or otherwise necessary in connection with keeping the Horses at the
Dairy.
5.
Non-Waiver. This Agreement does not constitute a waiver of any claims Owner may have
for any damages or injuries occasioned to the Dairy or to Owner or its representatives by
activities undertaken by Licensee or his employees or representatives under this Agreement.
6.
Term and Revocable Nature of License. This Agreement is for the period commencing upon
the Effective Date and ending one (1) month following the Effective Date, unless otherwise
terminated as provided herein. Thereafter, this Agreement may be renewed for additional
terms of one (1) month each upon the agreement of both parties. The license hereby granted
by Owner to Licensee is revocable by Owner in the sole discretion of Owner, for any reason
or for no reason, either before the expiration of the first one (1) month period or at any time
thereafter. In such event, Owner shall notify Licensee in writing of the revocation of the
license with respect to the use of the Dairy, and following receipt of such notice, Licensee
shall promptly arrange for the removal of the Horses from the Dairy, and thereafter shall
complete the removal of the Horses, and any personal property belonging to Licensee and
associated with the Horses, from the Dairy within two (2) days following receipt of such
notice. Following receipt of such notice, Licensee shall have no further rights hereunder.
Licensee shall, however, remain obligated for any and all loss, damage, cost or expense
incurred by Owner prior to the date of such revocation and through the date on which
Licensee has removed all Horses and any personal property associated with the Horses, and
shall make such repairs to the Dairy, the improvements located thereon and any equipment
used by Licensee, and to which Licensee caused any damage through its use of the Dairy and
the license hereby granted, to put them into the same or better condition and repair as they
were in upon Licensee's entry onto the Dairy.
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7.
Entire Agreement. This Agreement constitutes the entire agreement between Licensee and
Owner with respect to the subject matter hereof and there have been no other representations
made except as expressly contained herein. This Agreement may only be modified in a
writing executed by both parties.
8.
Notices. Any notices required or permitted to be given under the terms of this Agreement, or
by law, shall be in writing and may be given by personal delivery, electronic mail, facsimile
or first class mail, directed to the Parties at the following addresses, or such other address as a
party may designate in writing prior to the time of the giving of such notice.
To Owner:
To Licensee:
Cherry Valley Farms, LLC
16347 Inglewood Pl. NE
Kenmore, WA 98028
Facsimile: (425) 402-6929
Email: ggarth5@comcast.net
Facsimile:
Email:
With a copy to:
Judy Courshon
Wellspring Group PS, CPAs
10900 NE 4th St., Suite 920
Bellevue, WA 98004
Facsimile: (425) 462-8218
Email: judy@wellspringgroup.net
9.
Facsimile:
Email:
Governing Law; Attorneys' Fees. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington. If legal action is instituted by reason of
any default or breach on the part of either party in the performance of any of the provisions of
this Agreement, the substantially prevailing party shall be entitled to recover all reasonable costs
and attorneys' fees in connection therewith. It is agreed that the venue of any legal action
brought under the terms of this Agreement shall be in the King County Superior Court.
CHERRY VALLEY FARMS, LLC,
a Washington limited liability company
By:
Gretchen Garth, Sole Member
[Print Name:
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