21-056.00 Central Valley School District: Ponderosa Park Access Agreement 21or0
ACCESS AND INDEMNITY AGREEMENT
THIS ACCESS AND INDEMNITY AGREEMENT ("Agreement") is made and entered
into as of the day of Pyre , 2021, by and between Central Valley School
District No. 356, a Washington municipal corporation ("CVSD" or "Licensor") and the City of
Spokane Valley("City"or"Licensee"). CVSD and City are collectively referred to as"Parties."
RECITALS
WHEREAS, CVSD owns six parcels of real property generally located at or near the
location of Bates Road and 44th Avenue in the City of Spokane Valley, Washington, more
particularly identified as Spokane County Assessor Parcel Numbers 44041.0102, 44041.0103,
44041.0104, 44041.9007,44041.9046, and 44041.9048 (the"Property"); and
WHEREAS,the City is interested in purchasing the Property for park purposes and wants
to determine if are contaminants or other hazardous substances at the property that may negatively
impact or preclude the City's intended use of the property; and
WHEREAS, the City has engaged Budinger and Associates to conduct environmental
assessment and testing at CVSD's property for the purpose of determining if such contamination
exists(the"Due Diligence Activities"); and
WHEREAS the City desires to have access to the Property for the environmental testing.
NOW THEREFORE, in consideration of the mutual covenants and agreements described
below, and for good and valuable consideration, receipt of which is hereby acknowledged, it is
agreed that the City and its representatives shall have a license to access the Property subject to
the terms and conditions set forth in this Agreement.
A. TERMS AND DEFINITIONS
1.1 Claim: For purposes of this Agreement, "Claim" shall mean any and all
administrative, regulatory, or judicial actions, suits, demands, demand letters, directives, claims,
liens, investigations, proceedings, or notices of injury, noncompliance, or violation (written or
oral) by any person alleging potential liability arising out of, based on, or resulting from the
activities performed by City or any of City's Representatives pursuant to this Agreement.
1.2 City's Representatives: For purposes of this Agreement,"City's Representatives"
shall mean City's employees, agents, consultants, attorneys, contractors, and subcontractors who
are performing services for the City upon the Property.
1.2 CVSD's Representatives: For purposes of this Agreement, "CVSD's
Representatives" shall mean CVSD's board members, employees, agents, consultants, and
attorneys.
B. CITY'S PERFORMANCE OBLIGATIONS
1.1 City shall obtain, at its own expense, and prior to any access to the Property by City
and/or City's Representatives, all necessary permits and authorizations of whatever nature from
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any and all governmental agencies. In connection therewith, City shall comply, and shall cause
City's Representatives to comply, with all federal, state, and local laws, regulations, and permits
applicable to the activities performed by City or City's Representatives pursuant to this
Agreement.
1.2 In connection with the Due Diligence Activities, City has requested that CVSD
furnish an "Environmental Assessment Questionnaire." City acknowledges that the
Environmental Assessment Questionnaire is being provided by CVSD and that the information
contained therein is being provided to the"best of CVSD's knowledge" (or similar) which means
the current, conscious knowledge of Jay Rowell, each acting solely in his capacity on behalf of
CVSD, without imputation of knowledge or further duty of investigation or inquiry, and will not
be construed to refer to the knowledge of any other owners (direct and indirect), control persons,
employees, agents, consultants, contractors or representatives of CVSD. No such individual will
have any personal liability or liability whatsoever with respect to any matters set forth in the
Environmental Assessment Questionnaire.
C. LICENSE; TERM; REPORTS
1.1 CVSD hereby grants City and City's Representatives a reasonable, non-exclusive,
non-revocable license to access the Property for the sole purpose of allowing City and City's
Representatives to conduct minor excavation and investigation activities directly associated with
environmental testing. This license shall expire no later than July 30, 2021.
1.2 The City shall provide CVSD with copies of any and all reports associated with the
Due Diligence Activities upon request by CVSD.
D. INDEMNITY AND ASSUMPTION OF LIABILITY
1.1 City shall indemnify, assume liability for, hold harmless, and defend CVSD and
CVSD's Representatives from and against any and all Claims, suits, liabilities, actions, legal
proceedings, administrative enforcement actions, and demands, whether foreseen or unforeseen,
arising from, or related to, the activities performed by City and/or by City's Representatives
pursuant to this Agreement and the Due Diligence Activities.
1.2 In the event the Property is altered or disturbed in any manner in connection with
the Due Diligence Activities, City shall immediately return the Property to the condition existing
prior to the Due Diligence Activities.
1.3 The City hereby forever releases, waives, discharges, and covenants not to sue
CVSD and CVSD's Representatives from any and all claims, losses, expenses(including,without
limitation, attorneys' fees, costs and disbursements) damages, sickness, death, bodily injury, or
liability related to, in connection with, or arising out of, in any way, directly or indirectly to the
Due Diligence Activities.
1.4 The obligations of City under this shall survive any termination of this Agreement.
E. MISCELLANEOUS
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1.1 Severability. It is understood and agreed that if any one or more of the provisions
or part of any provision contained in this Agreement shall be held to be unenforceable in any
respect, such invalidity,illegality, or unenforceability shall not affect any other provision,and this
Agreement shall be construed as if such invalid, illegal,or unenforceable provision did not exist.
1.2 Binding Effect. Upon execution, this Agreement shall be binding upon City and
CVSD, and their respective parent companies, subsidiaries, affiliates, officers, directors,
employees, representatives, agents,heirs, successors,and/or assigns.
1.3 No Admission. Neither this Agreement nor the Parties' execution of this
Agreement is intended to constitute any admission of fact or conclusion of law. The Parties agree
that this Agreement and the Parties' execution of this Agreement shall not be used in any
proceeding involving the Parties, or any third parties, as evidence of any disputed fact or
conclusion of law, except in proceedings relating to the enforcement of the terms and conditions
of this Agreement.
1.4 Complete Agreement. This Agreement contains the complete expression of the
agreement between the City and CVSD and there are no promises,representations,or inducements,
verbal or written, except such as are herein provided, and the terms of this Agreement cannot be
varied or terminated except by the written agreement of the City and CVSD.
1.5 Adequate Consideration. Both Parties agree that the mutual promises contained
herein constitute adequate consideration to bind the Parties to the provisions of this Agreement.
1.6 Assignment. CVSD extends the rights of access under the Agreement solely to
City and City's Representatives as described herein, and City may not under any circumstances
assign its interest in, or rights or obligations under, this Agreement without the prior written
consent and approval of CVSD,which shall not be unreasonably withheld.
1.7. Choice of Law. This Agreement shall be governed by the laws of the State of
Washington.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first above written.
City of Spokane Valley (Licensee) Central Valley School District No. 356
(Licensor)
By: �;,�-- l �� By:
Name: c'k CA,(koutt Name: DCA
Title: Coy Micirl 4 p Title:
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