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Home My WebLink About5.1044 Original ContractSITE ACCESS AGREEMENT THIS SITE ACCESS AGREEMENT ("Agreement') is entered into by and between RAVONIER PROPERTIES, LLC. a Delaware limited liability company. authorized to do business in the State of Washington (7'Raynnief and MN' OF PORT ANGELES ("City"). RECITALS A. Rayonier holds record title to certain real property located at the Former Rayonier Mill Site. in the City of Port Angeles. County of ClailaM. State of Washington (the "Property"): B. Ravonier operated a pulp mill facility on the Property, commonly referred to as the Former Rayonier Mill Site in Pon Angeles, Washington; C. City seeks Rayonier's authorization to access the Property shown on Exhibit A to conduct the Work, as defined in Paragraphl (Rights Granted) below; and D. Rayonier is willing to grant City access to the Property Ibr the above-described purposes. TERMS AND CONDITIONS NOW, THEREFORE, in consideration of the mutual, covenants and promises herein, the parties hereby agree as follows: 1. RIGHTS GRANTED Rayonier hereby grants to City, its employees. agents. representatives. consultants and contractors. a license over, under and across the Property in order to perform seismic refraction and use ground penetrating radar to characterize the subsurface geologic conditions of the Property (the 2. PERFORMANCE OF THE WORK. City agrees, at its sole cost and expense. to conduct. and perform the Work in a prompt, safe, efficient and workmanlike manner and in compliance with all applicable federal. state or local laws. regulations or ordinances. 3. TERM This Agreement shall continence on May 24. 2010 and terminate on July 12. 2010. 4. RESTORATION If entry onto the Property by City. or exercise by City of any of its rights or obligations under this Agreement. result in any physical damage to the Property (ordinary wear and tear excepted), City shall promptly repair and restore the portions of the Property damaged to substantially the same condition as existed prior to the damage or exercise of such right or obligation. Site Access Agreetnent.052410.doc; 5. INDEMNITY City agrees to indemnify. defend and hold Rayonier. its agents. successors. and assigns. harmless from and against any claims, causes of action, or lawsuits brought by a third party relating to the performance of the Work. including but not limited to. any acts or omissions of City. its agents and consultants. and any agents or subcontractors of such consultants on the Property. City shall perform all N,Vork conducted under this .Agreement at its sole cost and CNpense. 6. INSURANCE The City is self-insured and a member the Washington Cities Insurance Authority (WCIA). The City agrees to maintain membership in WC1A, ar successor. or equivalent insurance risk pool for the term of this Agreement. Should the City discontinue membership in WCIA or equivalent agency during the life or this Agreement. the City shall secure appropriate replacement coverage equivalent to coverage provided by WCIA. 7. LIENS City shall discharge at once or bond or otherwise secure against all liens and attachments that are filed in connection with the Work, and shall indemnify and save Rayonier and the Property harmless from and against any and all loss. damage. injury. liability and claims thereof resulting directly from such liens and attachments. 8. NOTICES Any notices required to be made under this Agreement shall be made in writing to the address of the appropriate party as set forth below. All such notices shall be deemed to have been duly given and received upon mailing, delivery by courier or personal delivery service. ar by email, provided that email delivery shall be effective when the sender has received an electronic confirmation of delivery. Parties may alter or modify their notice address by delivery of written notice pursuant to the terms of this Agreement. To Rayonier: To City: (Site Access Agreement.652410.cloc) Rayarher Properties, LLC 3888 NW Randall Way. Ste 204 Silverdale. WA 98383 Attn.: ,Donald L. Schwendiman, Assistant General Counsel Telephone: (360) 613-4065 Facsimile: (360) 613-97333 Email: Donald.schwendiman@rayonier.com City of Port Angeles 321 East 5 Street. P.O. Box 1150 Port Angeles, WA 98362 Attn.: Nathan West Phone: (360) 417-4751 Email: Nwestecitvofoa.us -2 9. REPORTS City shall promptly provide Ravonier with copies of all final reports regarding the Work pertimed on the Propert>. 10. APPLICABLE LAW This Agreement shall be interpreted, and any dispute arisin t! hereunder shall be resolved, in accordance with the substantive laws or the State of Washintzton without reference to choice of law rules. 11. ALTERNATIVE DISPUTE RESOLUTION (ADR) II' a dispute arises between the parties relating to this Agreement.- the parties agree to use the following procedure prior to pursuing other legal remedies: (a) A meeting among the parties shall promptly be held in Washington. attended by individuals with decision-making authority re2arding the dispute, who will attempt in good faith to negotiate a resolution of the dispute. (b) If within fifteen (15) days alter the meeting. the parties have not succeeded in negotiating. a resolution of the-dispute, they agree to submit the dispute to mediation using a mediator who is mutually-acceptable, and to bear equally the costs of the mediation. (c) The parties agree to participate in good faith in the mediation process related to their dispute for a period of thirty (30) days from the commencement of mediation. [f the parties are not successful in resolving the dispute through mediation, then: 12. COUNTERPARTS This Agreement ,may -he executed in counterparts. all of which together shall constitute one and the same atIreement. 13. INTEGRATION This doctinient represents the entire agreement between the parties. The parties acknowledge that this Agreement supersedes and replaces any and all prior agreements between the parties regarding the subject matter herein. No modification of the terms hereof shall be effective unless in writing and duly executed by the authorized representatives of the respective parties. 14. NO ADMISSION OF LIABILITY The parties acknowledge and agree that neither this Agreement. the act of enterint! into it. nor any act or omission pursuant hereto shall be construed as an admission of any nature. (Site Access Agreement.052410.doci (1) if both parties agree, they may submit the matter to a binding arbitration or a private adjudicator: or (2) either party may initiate litigation upon ten (10) days advance written notice to the other party. 3 15. COMPLIANCE WITH LAWS Throughout the term of this A2reement. City and Rayonier shall at all times comply fully with all applicable laws, ordinances. rules, and regulations of any uovemmental agency having jurisdiction over the Property. 16. BINDING EFFECT This .Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. Rayonier shall promptly notify City of any transfer of its interest in the Property and shall provide a copy of this Agreement to any and all transferees. IN WITNESS WHEREOF. the parties have caused this Agreement to he executed and effective as of the last date set forth below. RAYON1ER PROPERTIES, LLC CITY OF PORT ANGELES 13y: j 13y: Name: Donald lAchwendiman Name: Its: :Assistant Secretary Its: City ter Dated: 'iv.4.,,,...4 Z 2010 Dated: June (Site Access Acreement.052410.doc, 4 Attest: Jan a Hurd. City Clerk App rived as to form: ,1 ,r0 Al. ACNE )NTRACTSi20 I Cr AgitnNA:C4,nrrnev, iv.mi St c Atcol Atat!CIIICIVI S 10,41,K illiam E. Bloor, City 1 ttorney 2010 Asia suo!} /C �UO!Is men eta tt :CO aoas aalau ewe Pots au3 uppinn 1 woa} •a sent ii a� eoe}ins pu no.15 ul ao} pa }s asps ssaoae anlssn goo otu aq l' pa suas'4 ou) pal%UP pus Sul vi laua a vZ of do saQold u asod deep soot agoa vs p