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HomeMy WebLinkAboutAccess and Indemnity Agreement Insurance Auto AuctionsK-9 FacilityACCESS AND INDEMNITY AGREEMENT TIRSpACCESS AND INDEMNITY AGREEMENT (this "Agreement") is made this day of �, 2018 by and between INSURANCE AUTO AUCTIONS, INC. ("IAA"), and MERIDIAN IDAHO POLICE DEPARTMENT ("Licensor"). RECITALS: A. IAA is a lessee of certain property commonly known as 1881 W Marcon Lane, Meridian, Idaho, together with all improvements located thereon (the "Property") and has leased the Property to IAA. B. Licensor has requested that IAA permit Licensor to utilize a portion of the property mutually agreeable to the parties (the "Access Premises") for the purpose of providing K-9 training to dogs with agents of Licensor (the "Use"). C. IAA is willing to permit the Licensor to access and use the Access Property for the Use, subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Recitals. The recitals set forth above are hereby incorporated as though fully contained herein. 2. Grant of Access. Subject to the Licensor's continued compliance with the terms and conditions of this Agreement, IAA hereby grants to Licensor and its employees, agents and contractors a non-exclusive temporary right and license to access the Access Property, solely for the purpose of Use. IAA, by entering into this Agreement, assumes no obligation to make any preparations, provide any services, or take any action, of any kind whatsoever in connection with the Licensor or the Use. The Licensor shall be responsible for obtaining any permits and regulatory approvals necessary for the Use. 3. Compliance with Laws/Damage. The Licensor agrees that its respective agents, employees and contractors shall use due care, shall act reasonably to avoid damage to the IAA Property in connection therewith, shall undertake the Use in accordance with all applicable legal requirements, and shall promptly restore any damage to the IAA Property caused by the Use. 4. Liability Insurance. Throughout the term of this Agreement, the Licensor shall obtain and keep in effect insurance insuring its liabilities hereunder in such amounts and under such policies as IAA may require from time to time and from insurers licensed to do business in the State of Tennessee. Certificates of such insurance shall be delivered by the Licensor to IAA prior to accessing the Property. At a minimum, the Licensor shall maintain a general liability 00792621v1 insurance policy with a face amount per occurrence of not less than $2,000,000. LAA and its affiliates, subsidiaries and shareholders, as well as KAR Auction Services, Inc. shall be named an additional insured on all such policies of insurance. 5. Indemnity. To the maximum extent permitted by law, the Licensor, jointly and severally agrees to protect, indemnify, defend (with counsel acceptable to IAA) and hold harmless IAA, ICAR Auction Services, Inc. and their respective beneficiaries, officers, directors, shareholders, employees, representatives, agents, contractors, licensees, lessees, guests, invitees, successors and assigns (collectively, the "IAA Parties") from and against any and all losses, costs, damages, liabilities, expenses (including, without limitation, reasonable attorneys' fees) and/or injuries (including, without limitation, damage to property and/or personal injuries) suffered or incurred by any of the IAA Parties (regardless of whether contingent, direct, consequential, liquidated or unliquidated), and any and all claims, demands, suits and causes of action brought or raised against any of the IAA Parties, arising out of, resulting from, relating to or connected with: (a) any act or omission of the Licensor or, if applicable, their officers, directors, shareholders, employees, representatives, agents, contractors, licensees, guests, invitees, successors and assigns at, on or about all or any portion of the TAA Property, and/or (b) any breach or violation of this Agreement on the part of the Licensor. The Licensor's obligation to protect, indemnify, defend and hold harmless the IAA Parties shall survive any termination of this Agreement. 6. Waiver of Claims. Licensor agrees that, to the extent not expressly prohibited by law, the IAA Parties shall not be liable for any damage either to person or property sustained by Licensor or any of its beneficiaries, officers, directors, shareholders, employees, representatives, agents, contractors, guests, invitees, successors and assigns (collectively, the "User Parties") due to all or any part of the Property or any appurtenances thereof becoming out of repair, or due to the happening of any accident in or about all or any part of the Property or appurtenances thereof, or due to any act or neglect of any tenant or occupant of the Property or appurtenances thereof. This provision shall apply without distinction as to the person whose act or neglect was responsible for the damage. The Licensor further agrees that all of the Licensor's personal property used in the Access Premises shall be at the risk of the Licensor only and that IAA shall not be liable for any loss or damage thereto or theft thereof. 7. Miscellaneous. a. This Agreement constitutes a license to enter and perform the Use on the Access Premises, and no easement or conveyance is intended to be created hereby. b. Words in the singular, plural, masculine, or feminine as used herein shall have the salve meanings and be construed as required by the context of this Agreement. 00792621vi 2 c. The captions of the sections appearing in this Agreement in no way define, limit, construe or describe the scope or intent of such sections. d. The laws of the Idaho shall govern the validity, performance and enforcement of this Agreement. e. It is agreed that the provisions of this Agreement are separable and, therefore, the invalidity or unenforceability of any provision of this Agreement shall not affect or impair the validity and enforceability of any other provision. f. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party. This Agreement, to the extent signed and delivered by means of a facsimile machine or other electronic method containing a reproduced signature, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. No party hereto shall raise the use of a facsimile machine or other electronic method to deliver a signature or the fact that any signature or contract was transmitted or communicated through the use of facsimile machine or other electronic method as a defense to the formation of a contract, and each such party forever waives any such defense. g. This Agreement shall not be assignable by Licensor without the express written consent of IAA, which consent IAA may withhold in its sole and absolute discretion. [Signature page follows] 00792621vl 3 IN WITNESS WHEREOF, the patties hereto have executed this Access Agreement on the day and year first above written. Uk Licensor: ' • • •; 1 1 • I• I• • • • • • ! � rBy Print Name -3 ;Inn L�t 00792621x1 Tithe: MC/Y0r