15-082.00 Spokane Transit Authority IS- og2,
SITE LICENSE AND RIGHT OF ACCESS AGREEMENT
THIS SITE LICENSE AND RIGHT OF ACCESS AGREEMENT ("Agreement')made and entered into
this J p1i4day of 0-"zt.nctp , 2015, by and between the Spokane Transit Authority,a
Washington State public muni1 corporation as "Owner" and the City of Spokane Valley, a
Washington State municipality,as"COSV."
In mutual consideration of the promises contained herein,the parties involved agree to the following:
1. PURPOSE. The purpose of this Agreement is to provide COSV use of the Owner's property
in order to allow citizens to park in the Owner's Valley Transit Center parking lot to access the
Appleway Trail(the"Trail").
2. PREMISES, The Owner hereby confers a site license and right of access to COSV, to that
certain real property located at 10501 East 4th Avenue, Spokane Valley, Washington, 99206
(hereinafter called "the Premises"), depicted on Exhibit "A" and attached to this Agreement,
subject to the terms and conditions of this Agreement. COSV shall be permitted to use
parking spaces on the Premises, for the purposes of this Agreement; provided, however, that
the Owner reserves the right, in its sole discretion, to set a number and location of parking
spaces during the term of this Agreement upon at least 30 days prior notice to COSV.
3. TERM,
The term of this Agreement shall be for a period of 10 years beginning June 1, 2015 a n d
expiring at 11:59 p.m. on May 31, 2025. Either party may terminate this Agreement
upon at least 90 days prior written notice to the other party. At the end of the initial 10-
year term, this Agreement shall remain in effect on a year-to-year basis until terminated by
one of the parties providing the other party with at least 90 days prior written notice of
termination.
4. USE OF PREMISES. The Premises shall be used for parking and access to t h e
Trail by the public, including the loading and unloading of bicycles during the Owner's
hours of operation. Vehicles parked on the premises during unauthorized hours will be towed
and trespassers prosecuted.
5. OWNER'S IMPROVEMENT. The Owner, at its sole discretion, cost and expense, will
make improvements to the parking lot on the Premises as it deems necessary or appropriate.
6. SIGNS. COSV shall install and maintain signs indicating where parking is allowed for users
of the Trail, as directed by the Owner. COSV shall be responsible for removing signs
upon termination of this Agreement.
7. UTILITIES. The Owner agrees to maintain the current lighting on the Premises and
pay for the electricity used on the Premises. The installation of any additional
electricity/lightingshall be at Owner's sole discretion and expense.
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8. SNOW REMOVAL. Owner shall be responsible for all snow and ice removal.
9. 11'1EtINTENANCE AND REPAIRS, Owner, at its own cost and expense, shall maintain and
keep in good repair the parking lot and related drainage facilities on the Premises. Owner
agrees to repair and maintain the parking lot in its sole discretion.
10. GOVERNMENT CHARGES. Owner shall be responsible for all state taxes, assessments,
or governmental charges of any kind against the Premises.
Site License and Right of Access Agreement
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11. ,SECURITY. In the event a security concern arises during the term of this Agreement, such
as acts of vandalism, the parties shall meet and confer regarding amending the terms of this
Agreement in accordance with Section 17 to address the security concern. In the event the
parties cannot mutually decide how to address the security concern, either party may
terminate this Agreement pursuant to Section 3.
12. DEFAULT. If COSV shall fail to perform any term or condition of this Agreement,
including correcting any deficiencies identified by Owner, the Owner may implement the
termination provision in Section 3. If the Owner fails to perform any term or condition of
this Agreement,COSV may implement the termination provision in Section 3.
13. LIABILITY. Individually, each party shall protect, defend, indemnify, and save harmless
each other party, its officers, officials, employees, and agents from any and all costs, claims,
judgment, and/or awards of damages resulting from the negligent acts or omissions of its
officers, officials, employees, and agents acting within the scope of their employment and
arising out of or in connection with the performance of this Agreement.
In the event of liability for damages arising out of bodily injury to persons or damages to
property caused by or resulting from the concurrent negligence of more than one party,their,
officers, officials, employees, and agents, an individual party's liability hereunder shall be
only to the extent of that party's negligence. It is further specifically and expressly
understood that the indemnification provided herein constitutes a party's waiver of immunity
under Industrial Insurance, Title 51 RCW, solely for the purpose of this indemnification
provision. This limited waiver has been mutually negotiated by the parties. The provisions of
this section shall survive the expiration or termination of this Agreement.
14. ,SUCCESSORS AND ASSIGNS. This Agreement and each of its terms,and conditions shall
be binding upon the parties and their respective successors and assigns. Neither party shall
have the right to assign this agreement or any of its rights and obligations without the written
consent of the other party.
15. NOTICES. All notices required by this agreement shall be in writing and shall be personally
served on the party of whom it is intended or sent by certified mail, return receipt requested.
The notices shall be addressed as follows:
SPOKANE TRANSIT AUTHORITY: CITY OF SPOKANE VALLEY:
Planning Department City Clerk
1230 West Boone Avenue 11707 East Sprague Ave.,Suite 106
Spokane,WA 99201 Spokane Valley,WA 99206
16. ENTIRE AGREEMENT.This Agreement constitutes the entire understanding and sole
agreement of the parties with respect to the subject matter of this Agreement,and supersedes any and
all prior understandings,agreements and representations of the parties with respect to the subject
matter.
17. AMENDMENT. No amendment,change or modification to this Agreement shall be valid
unless made in writing and signed by both parties.
18. SEVERABILITY. If any provision of this Agreement is found to be invalid,illegal or
unenforceable in any jurisdiction,such invalidity,illegality or unenforceability shall not affect any
other term or provision of this Agreement or invalidate or render unenforceable such term of provision
in any other jurisdiction.
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19. COUNTERPARTS. This Agreement may be executed in a number of counterpart originals,
and may be delivered by electronic transmission.
20. GOVERNING LAW. This Agreement shall be governing by the laws of the State of
Washington, without regard to conflicts of laws principles.Any suit,action or proceeding arising of the
subject matter hereof,or the interpretation, performance or breach hereof,shall be brought in Spokane
Superior Court, Spokane, Washington.
SPOKANE TRANSIT AUTHORITY: CITY OF SPOKANE VALLEY:
By: B ft"AfejA)
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Date: Ki I S� Date: q/d-F/5"---
ATTEST:�aA_ ATTESTIS 4-C • 4 I dr i
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By: J rJ (.J err () .J B : a Ai Afis
-frzity Clerk (pi City Clerk
APPROVE D AS TO FORM: APPROVED AS TO f FO' �t•
t►I A By: ! '
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poka e Transit Authority Attorney Office of t City Att , •
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SPOKANE TRANSIT AUTHORITY:
STATE OF WASHINGTON )
)ss.
COUNTY OF SPOKANE )
I certify that I know or have satisfactory evidence that E. Susan Meyer signed this document on oath and
stated that she was authorized to execute it and acknowledged it as the Chief Executive Officer of the
SPOKANE TRANSIT AUTHORITY, a municipal corporation,to be the free and voluntary act of such
a party for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, -S�S' �` ifrk as signed this �� day of�L`-
,2015. Subscribed and sworn before me this �3 day of
2015.
Notary Public in and for the State of Washington,residing
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CITY OF SPOKANEVALLEY: c`S R (I/\ I
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STATE OF WASHINGTON ) %I �,t '."- j
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COUNTY OF SPOKANE ) 1' -9 LCY12•��
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I certify that I know or have satisfactory evidencNW::00.-.`'`• Jackson signed this document on oath and
stated that he was authorized to execute it and acknowledged it as the City Manager of the CITY OF
SPOKANE VALLEY, a municipality, to be the free and voluntary act of such a party for the uses and
purposes therein mentioned.
744
IN WITNESS WHEREOF,Mike Jackson,City Manager, has signed this 10/ day of .1441.e_
, 2015. Subscribed and sworn before me this "` day of .4 ,, ,2015.
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