HomeMy WebLinkAbout26-075.00 CPM Development Corporation - Flora Pit Road AccessLICENSE AGREEMENT
This License Agreement ("Agreement" or "License") is made this 22nd day of May,
2026, by and between CPM Development Corporation, a Washington corporation ("Licensor")
and The City of Spokane Valley, Washington ("Licensee"). In consideration of the following
mutual covenants, Licensor and Licensee agree as follows:
1. PROPERTY: Licensor is the owner of certain real property situated in Spokane County,
Washington consisting of Parcel ID Numbers of 45122.9005, 45123.9007, 45122.9004,
45123.9006, 45123.9008, 45123.9011, 45125.9157, 45121.9015, 45124.9012 and 45121.9016,
commonly known as the Sullivan Pit (the "Property").
2. LICENSE: Effective May 22, 2026 (the "Effective Date"), subject to the terms and
conditions of this Agreement, Licensor grants to Licensee a non-exclusive license to enter upon
and use that certain portion of the Property located along East Flora Pit Road (as East Flora Pit
Road exists on the Effective Date), beginning at the West entrance from North Sullivan Road,
running easterly along East Flora Pit Road to its intersection with North Flora Road (the
"License Area"), as depicted on Exhibit A attached hereto, together with reasonable ingress and
egress to and from the License Area, solely for the purpose of vehicular ingress and egress to and
from certain real property owned by Licensee (Parcel ID Number 55072.0324), commonly
known as Flora Park, for Licensee or other entities approved by Licensee to transport spectators,
participants, and others to and from the events identified in Licensee's Event Schedule delivered
to Licensor pursuant to Section 4.1 of this Agreement, together with incidental pedestrian and
vehicle access by Licensee's employees, agents, and contractors only as reasonably necessary for
event operations, traffic control, maintenance, and gate access related to such vehicular use. The
License Area shall not be used for pedestrian or vehicular access by the general public other than
as authorized herein, nor for routine or day-to-day access to Flora Park. This grant conveys to
Licensee no interest in, title to, or right to possession of the real property on which the License
Area is located, and any rights or liabilities that would cause this Agreement to constitute a
"contractual relationship" as defined by 42 U.S.C. § 9601(35)(A).
3. TERM, TERMINATION: This Agreement shall remain in effect for a period of one (1)
year, beginning on the Effective Date and expiring on May 22, 2027 (the "Initial Term"). The
Initial Term may be extended for one or more extension terms (each an "Extension Term" and
together with the Initial Term, the "Term") upon the mutual written agreement of Licensor and
Licensee. Either Licensor or Licensee may terminate this Agreement at any time by providing
the other party not less than sixty (60) days' prior written notice of its intent to terminate.
4. CONDITIONS AND RESTRICTIONS ON USE:
4.1. Event Schedule. On or before December 1 of each calendar year during the Term,
Licensee shall provide Licensor with a written list of up to 6 anticipated events for the
succeeding calendar year during which the License Area will be utilized. Use of the License
Area shall be limited to such disclosed event dates, except as otherwise approved in writing by
Licensor. Any modification, addition, or removal of a scheduled event date shall be provided to
Licensor in writing at least ten (10) days prior to the affected date. For events occurring during
the initial year in which this License is executed (i.e. year 2026), Licensee shall be authorized to
use this license for up to 6 total events so long as Licensee provides written notice of said events
(and the dates thereof) to Licensor within ten (10) days after this License having been signed by
both Parties.
4.2. No Parking. No parking or standing of vehicles shall be permitted at any time
within the License Area or on any adjacent property owned by Licensor.
4.3. Safety Violations. Any repeated or material safety violations or safety -related
concerns arising from Licensee's use of the License Area, as reasonably determined by Licensor,
shall constitute grounds for immediate cancellation of this License upon written notice to
Licensee.
4.4. Staffing Requirement. On each day that the License Area is utilized, Licensee
shall ensure that all entrances to and exits from the License Area are adequately staffed
throughout the period of use for traffic control and safety purposes.
4.5 Gates. Licensee shall ensure that all existing gates within or providing access to
the License Area are secured and locked immediately following each use of the License Area by
Licensee.
Failure to comply with any provision of this Section 4 shall constitute a material breach
of this Agreement.
5. RENT: The License granted herein is provided at no monetary cost to Licensee, and the
parties acknowledge that the mutual covenants and obligations set forth in this Agreement
constitute sufficient consideration for the grant of this License.
6. INDEMNITY: Licensee shall defend, indemnify, and hold Licensor, its heirs, officers,
employees, agents, insurers, sureties, and affiliated corporations, harmless from any and all
losses, damages, expenses, claims, liens, suits, liabilities, fines, penalties, and remedial or clean-
up costs arising out of (i) Licensee's use of the License Area; (ii) any breach of this Agreement;
or (iii) any act or omission by Licensee, its invitees, or any person performing work directly or
indirectly on behalf of Licensee.
7. INSURANCE: Licensee shall maintain: (i) worker's compensation and employer's
liability insurance; (ii) comprehensive automobile liability, general liability, property damage, and
excess/umbrella coverage. The minimum required limits are as follows: Workers Compensation
Coverage A -Statutory Limits; Workers Compensation Coverage B-$1,000,000 per occurrence;
Auto Liability-$1,000,000 Combined Single Limit; General Liability-$1,000,000 per occurrence
and minimum aggregate limits of $2,000,000; and Excess/Umbrella coverage with minimum
limits of $1,000,000. All coverage shall be provided on an "occurrence" basis and not on a
"claims made" basis. All such insurance shall be written by insurers or risk pools properly
licensed to do business in the state where the License Area is located and acceptable to Licensor.
Before accessing the License Area, Licensee shall furnish certificates of insurance evidencing the
required insurance.
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8. ASSIGNMENT: Either party may assign this Agreement to a related or affiliated entity
without the other party's consent but neither party may assign to another party without the other
party's consent.
9. MISCELLANEOUS: Time is of the essence of this Agreement. This Agreement may
not be modified or amended except by written instrument executed by both parties. This
Agreement shall be binding upon the heirs, successors, administrators, and assigns of both parties.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall be deemed to be one and the same agreement. A signed copy of this
Agreement delivered by facsimile, email or other means of electronic transmission shall be
deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
10. MANDATORY BINDING ARBITRATION. ANY CLAIM OR DISPUTE
ARISING UNDER THIS AGREEMENT SHALL BE SUBMITTED TO AND RESOLVED
BY BINDING ARBITRATION BY A SINGLE ARBITRATOR IN SPOKANE COUNTY,
WASHINGTON. THE AMERICAN ARBITRATION ASSOCIATION ("AAA") SHALL
CONDUCT THE ARBITRATION UNLESS THE PARTIES MUTUALLY AGREE TO
USE AN ALTERNATIVE ARBITRATION SERVICE. THE COSTS OF THE
ARBITRATION, INCLUDING REASONABLE ATTORNEY FEES AND EXPENSES,
SHALL BE BORNE EQUALLY BY THE PARTIES.
11. NOTICE: Any notice or other communication provided for hereunder will be in writing
and may be (i) served by personal delivery, (ii) sent by electronic mail in portable document
format ("pdf') and followed by delivery via US Postal Service First Class mail; or (iii) sent by
overnight courier service (with all fees prepaid) to the receiving parties as follows, or to any other
address which either party may hereafter designate for itself in writing:
If to Licensor: CPM Development Corporation
Attn: KC Klosterman
3723 Fairview Industrial Dr. SE, Ste 160
Salem, Oregon 97302
via electronic mail: kc.klosterman@na.crh.com
with a copy to: CRH Americas Law Group
Attn: David O. Kern
via electronic mail only. david.kem@crh.com
If to Licensee: The City of Spokane Valley, Washington
Attn: City Manager
10210 E. Sprague Avenue
Spokane Valley, WA 99206
via electronic mail: jhohman@spokanevalleywa.gov
[Signatures on following page]
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on
the date written above.
CPM DEVELOPMENT CORPORATION, a
Washington corporation
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Title: V. P.
THE CITY OF SPOKANE VALLEY,
WASHINGTON
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Name: .Joke Aky► aA
Title: Gi +v INianac�e;'
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Exhibit A
License Area