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13-183.00 Hanson Center East Property Owner's Association LICENSE AGREEMENT This License Agreement (the "Agreement") is made and entered into this t O day of October, 2013, by and between Hanson Center East Property Owner's Association, a Washington non-profit corporation, (hereinafter referred to as the "Association") and the City of Spokane Valley, a municipal corporation,(hereinafter referred to as the "City"), WITNESSETH: WHEREAS, the City, through its Public Works Department, is constructing the Sullivan Road West Bridge Replacement Project under Project No. 0155, and as part of the construction of this project it is necessary for the City to temporarily move a portion of the Centennial Trail across a portion of the Association's land, Spokane County tax parcel 45132.0310, as shown on attached Exhibit"A"; and WHEREAS, the Association is willing to grant a license to the City to allow a temporary detour of the Centennial Trail across the Association's land on the terms and conditions set forth hereinafter; and WHEREAS, Hanson Industries, Inc., (hereinafter referred to as "Hanson") may acquire a portion of the Association's real property, and Hanson is therefore interested in the terms and conditions of this Agreement and has agreed to the terms of this Agreement as indicated by Hanson's signature hereinafter; NOW, THEREFORE, in consideration of the premises, the payments to be made by the City to the Association as set forth herein, and the mutual benefits to be derived by the parties hereto, the adequacy and sufficiency of which is hereby acknowledged by each of the parties, it is agreed as follows: 1. The recitals set forth hereinabove are incorporated herein by reference as though fully set forth below. 2. The Association hereby grants to the City a license for ingress and egress over, across and upon that portion of the Association's property as shown by the "dash" marks on Exhibit "A" from the date hereof until the completion of the Sullivan Road West Bridge Replacement Project. The Association agrees that the City,through its project contractors,may construct, operate and maintain a temporary Centennial Trail Detour across the Association's land as shown on attached Exhibit "A". The temporary trail shall consist of crushed gravel placed and compacted on existing native soils as shown on Exhibit "B", attached hereto. Upon completion of the aforementioned project, the crushed gravel material shall be removed and the trail area shall be restored to match its original condition, all at the sole cost and expense of the City. The temporary - 1 - C:\Users\darleen\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\DASLH4T4\License Agreement Hanson Center East Spokane Valley License Agreement 8-23-13 db.docx 0/0t3— I$ Centennial Trail Detour will be used only during periods of time when the Centennial Trail is closed by construction activities directly under the Sullivan Road bridges,which is anticipated to be a total of approximately 60 calendar days at various times during construction of the above referenced project. 3. The City understands and agrees that this License is revocable by the Association at any time. In addition, the City further understands that Hanson may acquire a portion of the Association's property which is encumbered by this License. In such event, Hanson shall also have the right to terminate this Agreement. In the event of any termination by the Association or Hanson, or any other assignee or grantee of the Association, notice of such termination shall be in writing and shall be given to the City not less than 60 days prior to the termination date. In the event of such termination prior to completion of the project, the Association, Hanson or any other assignee shall have the right to require the City to remove the temporary trail prior to the completion of the aforementioned Sullivan Road West Bridge Replacement Project and the City agrees to have its contractor remove the crushed gravel material and restore the trail area to match its original condition. The Association understands and agrees that neither the Association nor any purchaser, including Hanson, shall have the right to receive any additional compensation from the City for this license unless the project design changes in such a manner as to require additional negotiations between the City and the new owner. 4. The City shall pay the Association an amount equal to the Association's legal fees incurred in this matter in the sum of$787.50. Said payments shall be made upon the execution of this Agreement by the City. 5. The City shall cause the temporary Centennial Trail to be maintained and repaired in a good and workmanlike manner until the trail is removed. Neither the Association nor any of its grantees shall be responsible for the failure of the City to maintain the trail. The City shall hold the Association and any subsequent grantees, such as Hanson, harmless from any liability for personal injuries, property damage or for loss of life or property resulting from or arising out of the use by the public or the City of that portion of the Association's property upon which the Centennial Trail detour is used,including any damage to any of the Association's property by the City,its employees, invitees or contractors, which is not occasioned by an act of misfeasance by the Association. The City shall name the Association as an additional insured on the City's relevant insurance policy. 6. It is agreed that this Agreement is specific to the City and shall not inure to the successors or assigns of the City except as set forth herein. 7. In the event legal action is instituted to enforce or interpret the terms of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable attorney's fees and costs incurred in such action, as determined by the court(s). In the event of any appeals from such actions, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs incurred in such appeals, determined by the court(s). The term "costs" shall include, in addition to statutory costs and disbursements, all costs associated with discovery depositions, expert - 2 - C:\Users\darleen\AppData\L.ocal\Microsoft\Windows\Temporary Internet Files\Content.Outlook\DASLH4T4\License Agreement Hanson Center East Spokane Valley License Agreement 8-23-13 db.docx witness fees, and out-of-pocket costs incurred by the prevailing party in the prosecution or defense of the action. For the purpose of this Paragraph 7, the term "action" shall be deemed to include any proceeding commenced in any court of general or limited jurisdiction, including any proceeding commenced in the bankruptcy courts of the United States. Venue and jurisdiction for any action shall lie in Spokane County,Washington. 8. This Agreement shall not be recorded, nor shall any notice or memorandum of this Agreement be recorded. 9. All notices, requests, demands, elections, offers, acceptances and other communications required or permitted to be delivered under this Agreement shall be in writing and deemed given or received,as the case may be,upon the earlier to occur of: (a) actual receipt by the addressee thereof,including facsimile receipt, (b) three days after deposit in the United States mail, postage prepaid, registered or certified mail,return receipt requested,or (c) on the date the notice is delivered by a reputable professional courier services addressed to the party to whom given at the address set forth below or such other address as may be designated by written notice delivered to the other party. �� ESS WHEREOF,this Agreement has been executed this 1 D day of 2013. Hanson Center East Properties Owners Association By" ►` Robert Boyle—Preside Phone: (509)922-5252 APPROVED: Address: 15807 E. Indiana Ave. Spokane Valley,WA 99215 B y APPROVED AS TO FORM: Public Wo s Director,City of Spokane Valley Hanson Industries,Inca By Robert Boyle—Presid-4 - 3 - C:\Users\darleen\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\DASLH4T4\License Agreement Hanson Center East Spokane Valley License Agreement 8-23-13 db.docx .„.., o w ic, ,i,;0 .,4 z ¢p ° co ° cfl wo �— oO ( J z m r U m Z °U.1 w w m W T^ Q Q ci , .. 7 3 �.rz 'fir T' x a5 I r ;. 'Al? 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