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HomeMy WebLinkAbout5.1085 Original ContractThis is the Second Amendment to that Real Estate Purchase and Sale Agreement dated November 4. 2010 (the 'Agreement between RAYONIER PROPERTIES. LLC ("Rayonier CITY OF PORT ANGELES. WASHINGTON ("City and RAYONIER TRS HOLDINGS INC. ("Guarantor'). I The parties agree that the legal description of the Sale Parcel is hereby amended as referenced on Exhibit A which is attached hereto and incorporated herein. and the previous Exhibits A and A -1 attached to the Agreement are hereby replaced and superseded. The parties agree that the Closing Date shall be extended and shall occur no later than May 12. 2011. The teens of this Second Amendment modify and supersede the terms of the Agreement. All other terms and conditions of the Agreement not modified by this Second Amendment remain unchanged. The parties hereto have executed this Second Amendment in duplicate. as of the dates set forth below. Dated: "X 5 -4/ Dated: /"„?t_ If Dated: ,V2-..c/l/ SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT Rayonier Properties, LLC a Delaware limited liability company By: 7Z-7 Name: Title: Guarantor Rayonier TRS Holdings Inc. a Delaware corporation Title: City of Port Angeles, Washington. a Washington municipal corporation Name: `;,6,r«./c s Title. EXHIBIT A Parcel A of Survey BLA 1 1-0 1 Rayonier recorded March 29. 2011 in Vol 1.1111C 71 of Surveys, pate 50 under Auditor's File No. 2011 1264405 being portions of Suburban Blocks (Lots) 1, 1 and 38 of the Townsite of Port Angeles. Blocks 152. 153, 154. 164 and 165 of Frank Chambers Subdivision of Suburban Lots 37 and part of 38 (Volume 1 of Plats. page 24) and Block 1 of Cams Subdivision of Suburban Lot 36 (Volume 2 of Plats. paue 67). TOGETHER WITH vacated streets and alleys adjoining. Situate in the County of Clallam, State of Washington. REAL ESTATE PURCHASE AND SALE AGREEMENT By and between RAYONIER PROPERTIES, LLC, a Delaware limited liability company "Rayonier and CITY OF PORT ANGELES, WASHINGTON, a Washington municipal corporation ("City") and RAYONIER TRS HOLDINGS INC. a Delaware corporation "Guarantor Dated as of the 4th day of November, 2010 5,108-5- REAL ESTATE PURCHASE AND SALE AGREEMENT This REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Agreement is enteredjinto as of the 4th day of November, 2010 (the "Effective Date by and between RAYONIER PROPERTIES, LLC, a Delaware limited liability company "Rayonier the CITY OF PORT ANGELES, WASHINGTON, a Washington municipal corporation "City and RAYONIER TRS HOLDINGS INC:, a Delaware corporation "Guarantor REAL ESTATE PURCHASE AND SALE AGREEMENT RECITALS: A. Rayonier owns certain real property and improvements located in the City of Port Angeles, Washington (the "Rayonier Tract B. A mill operated on the Rayonier Tract from 1930 to 1997. The mill produced dissolving grade pulps from wood chips using an acid sulfite process. The United States Environmental Protection Agency "EPA conducted an expanded site investigation and a site assessment and hazard ranking scoring process to determine if the Rayonier Tract should be recommended for the national priorities list under the Comprehensive Environmental Response, Compensation and Liability Act. In May, 2000, EPA deferred listing the Rayonier Tract to allow clean -up to proceed under the direction of the Washington State Department of Ecology "Ecology C. Rayonier has conducted interim clean -up and removal actions at several areas of the uplands portion of the Rayonier Tract to address known or suspected contamination associated with mill operations. Currently, Rayonier is continuing investigation of the uplands environment and the marine environment in and around the Rayonier Tract. D. Rayonier has entered into an Agreed Order with Ecology with respect to the Real Property, viz., Agreed Order No. DE 6815 dated January 19, 2010 with respect to further work on the Rayonier Tract. Agreed Order No. DE 6815 as it may be amended in the future is referred to in this Agreement as the "Agreed Order." E. Rayonier previously granted the City an easement for the Olympic Discovery Trail dated July 10, 1997 allowing the pedestrian and bike trail to cross the Rayonier Tract at a location to be determined in the future and a Temporary Trail Easement dated February 4, 2002 allowing the trail to be temporarily placed in its present location. The 1997 easement and the 2002 temporary easement are referred to herein as the "Trail Easement." PAGE 1 F. The City currently has a license to enter onto the Real Property, as defined below, in connection with its planning for the CSO under License Agreement effective March 6, 2009 "License Agreement G. The City desires to acquire from Rayonier fee title to a tract of land, including all structures, tanks, equipment, piping and other property constructed thereon and affixed thereto "Sale Parcel that is part of the Rayonier Tract on which to locate a portion of the City's combined sewer overflow facility "CSO together with easements for the construction, installation, maintenance, repair, replacement and removal of pipelines to and from the CSO "Pipelines across a portion of the remainder of the Rayonier Tract "Pipeline Easements an access easement to allow the City access to the Sale Parcel and the Pipeline Easements "Access Easement utility easements serving the Sale Parcel "Utility Easements and together with a temporary construction easement to permit construction and installation of the Pipelines and various other improvements relating to the CSO "Temporary Construction Easement The Pipeline Easements, the Access Easement, Utility Easements and the Temporary Construction Easements are referred to collectively in this Agreement from time to time as the "Easements." The Sale Parcel and the Easements are referred to collectively in this Agreement from time to time as the "Real Property." H. Rayonier has agreed to convey the Real Property to the City and to retain certain specific, limited liabilities with respect to the environmental condition of the Real Property, while reserving to itself, however, an easement to enter onto the Real Property to perform the work described in the Agreed Order and such other work as may be required by Ecology and/or EPA, and to observe and, in certain cases, participate in work in connection with the CSO, take samples and split samples, and conduct such other activities in connection with the CSO as are necessary or desirable in order to discharge its obligations under this Agreement "Rayonier's Remediation Easement I. The parties now desire to provide for the purchase and sale of the Real Property, reserving to Rayonier an easement to enter onto the Real Property to perform work, all subject to the terms and conditions set forth in this Agreement. AGREEMENT NOW THEREFORE, in consideration of the respective agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 2 1. Purchase and Sale Rayonier agrees to sell and convey to the City, and the City agrees to purchase and acquire from Rayonier, the Sale Parcel, being a portion of the real property described in EXHIBIT A to this Agreement approximately as shown on the map attached as EXHIBIT AL 1, together with the Pipeline Easements which shall be granted in the form set forth on EXHIBIT B to this Agreement, the Access Easement which shall be granted in the form set forth on EXHIBIT C to this Agreement, the Utility Easements which shall be granted in the form set forth on EXHIBIT G and EXHIBIT G1 to this Agreement, and together with the Temporary Construction Easement which shall be granted in the form set forth on EXHIBIT D to this Agreement, all subject to the terms and conditions set forth in this Agreement. At Closing, the City shall grant to Rayonier Rayonier's Remediation Easement in the form set forth on EXHIBIT H to this Agreement. Within seven (7) days of recording of all necessary surveys, boundary line adjustments and/or subdivisions such that the Sale Parcel constitutes one or more valid legal lots and can be lawfully sold, Rayonier shall deliver to the City a legal description of the Sale Parcel, based on said necessary boundary line adjustments and/or subdivisions. Rayonier and the City agree, by amendment to this Agreement, to replace Exhibits A and A -1 with a new Exhibit A containing the correct legal description of the Sale Parcel. Rayonier and the City agree that at a time of the City's choosing after construction of the CSO Pipelines the Trail Easement will be relocated to the position shown on map attached as EXHIBIT I. The City may choose to relocate different portions of the trail at different times. 2. Purchase Price The purchase price for the Real Property "Purchase Price is Nine Hundred Ninety -Five Thousand and No /100 Dollars ($995,000.00), payable by the City to Rayonier in cash through, escrow at Closing. The purposes of this Agreement, the term "Closing" shall mean the date on which the Deed (as that term is defined in Section 3.1 below) is recorded in the real property records of Clallam County, Washington and the proceeds of the sale have been disbursed to Rayonier. All of the easements and property rights conveyed pursuant to the Agreement are included in the value 'of the Sale Parcel. REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 3 3. Transfers at Closing 3.1 Conveyance of Sale Parcel On the Closing Date (as that term is defined in Section 6.1 below), Rayonier shall convey to the City title to the Sale Parcel by a duly executed and acknowledged bargain and sale deed (the "Deed in the form attached to this Agreement as EXHIBIT E. subject to Rayonier's Remediation Easement. 3.2 Conveyance of Easements On the Closing Date, Rayonier and the City shall execute, acknowledge and deliver to the other, through escrow, the Pipeline Easements in form and content shown on EXHIBIT B. the Access Easement in form and content shown on EXHIBIT C. the Utility Easements in form and content shown on EXHIBIT G and EXHIBIT Gl. the Temporary Construction Easement in form and content shown on EXHIBIT D, and Rayonier's Remediation Easement in form and content as shown on EXHIBIT H. 3.3 Real Property Studies Rayonier is and shall remain owner of all (1) reports, studies, work plans, permit applications, surveys, test results and expired peimits and similar materials relating to historical operations on the Real Property, and (2) all similar materials now owned by Rayonier, or created in the future by or for Rayonier, and relating to past, current and future investigation of and remediation on, the Real Property "Real Property Studies Effective on the Effective Date, Rayonier shall make the Real Property Studies available to the City through electronic access. The City shall have the right to pay for and receive copies of Real Property Studies. The City shall hold the Real Property Studies and any information, including without limitation, all analytical data and test results, in the strictest of confidence and not divulge the same to anyone, including governmental regulatory authorities, except for materials that are matters of public record and except to the extent that the City is required to do so by law. If this Agreement is terminated for any reason whatsoever, the City will promptly return to Rayonier the Real Property Studies, and shall not retain any copies of them unless (and then only to the extent) required by applicable law, and shall provide to Rayonier copies of all other reports, studies, surveys, data and test results concerning the Real Property created by or for the City after the Effective Date. 3.4 Feasibility Study Contingency The City's obligation to close the purchase of the Real Property is expressly conditioned on the City's satisfaction with the condition of the Real Property. This contingency shall be deemed to be satisfied unless the City gives written notice to REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 4 Rayonier terminating this Agreement on or before that date which is ninety (90) days after the Effective Date. If the City timely exercises its right to terminate this Agreement, then this Agreement shall terminate and have no further force or effect. 4. Title 4.1 Preliminary Title Report; Review of Title (a) As soon as possible after the Effective Date, Rayonier shall provide to the City a preliminary commitment of title insurance "Preliminary Title Report issued by Clallam Title Company "Title Company for an owner's standard coverage policy of title insurance with respect to the Real Property, together with legible copies, if they can be obtained from Title Company, of all title exceptions noted on Schedule B, Part 1 of the Preliminary Title Report as specific, recorded documents. Within twenty (20) Business Days of receipt of the Preliminary Title Report, the City shall give notice to Rayonier of any exceptions shown in the Preliminary Title Report that are disapproved by the City "Disapproved Exceptions If any updates of the Preliminary Title Report are received by the City and Rayonier, the City shall give notice to Rayonier within fifteen (15) Business Days following the City's receipt of that update of any exceptions shown in the update that are Disapproved Exceptions. Rayonier will have ten (10) Business Days after receipt of a notice of Disapproved Exceptions given by the City under this Section 4.1 to give the City notice that (i) Rayonier will remove Disapproved Exceptions or (ii) Rayonier elects not to remove Disapprovied Exceptions. Such decision shall be in Rayonier's sole discretion. If Rayonier fails to give the City notice before the expiration of the ten (10) Business -Day period, Rayonier will be deemed to have given notice that it has elected not to remove Disapproved Exceptions. All exceptions to title shown in the Preliminary Title Report or in any update to the Preliminary Title Report to which the City does not timely object pursuant to this Section 4.1(a), and all exceptions to title that the City elects to accept pursuant to Section 4.1(b) below, shall be deemed approved and shall be shown as exceptions to title in the Deed and the Easements, as applicable, provided, however, that the City shall be deemed to have approved all liens or encumbrances arising out of any work performed, material furnished or obligations incurred by the City "City- Caused Liens and provided further that title shall not be subject to any monetary lien other than non delinquent taxes and assessments and City-Caused Liens. (b) If Rayonier elects not to remove any one or more Disapproved Exceptions, the City will; have ten (10) Business Days from receipt of Rayonier's notice to notify Rayonier of the City's election either to take title to the Real Property subject to those exceptions, or to terminate this Agreement. If Rayonier gives notice PAGE 5 REAL ESTATE PURCHASE AND SALE AGREEMENT that it will cause one or more Disapproved Exceptions to be removed but fails to remove any of them from title on or before the Closing Date despite commercially reasonable efforts to do so, then the City will have the right to either (i) elect to terminate this Agreement by written notice to Rayonier, or (ii) proceed with the purchase, and take title to the Real Property subject to those exceptions. If the City elects to terminate this Agreement pursuant this Section 4.1, any escrow established under this Agreement will be terminated, the parties shall equally share the cancellation charges of Escrow Agent and Title Company, if any, all documents and other funds will be returned to the party who deposited them, and neither party will have any further rights or obligations under this Agreement except as otherwise provided in this Agreement. 4.2 Title Policy Rayonier shall cause Title Company to issue to the City at Closing an American Land Title Association standard coverage owner's policy of title insurance (or, at the City's election, an extended coverage policy), insuring the City's title to the Real Property in the amount of the Purchase Price subject only to the standard exclusions shown in the policy and the exceptions that are shown in the Deed (the "Title Policy or a prepaid binding commitment for such policy. The City shall bear and pay all costs associated with (i) any special endorsements it may request, and (ii) the extended coverage policy, if elected by the City including, but not limited to, costs of any survey required for an extended coverage policy, to the extent those costs exceed the cost of the premium, plus sales tax, for a standard coverage owner's policy. 5. Subdivision Required 5.1 Contingency to Closing for Valid Legal Lots Rayonier's and the City's obligation to close the transaction described in this Agreement is contingent upon approval by all necessary governmental entities and recording in the real property records of Clallam County of one or more boundary line adjustments and/or subdivisions as necessary to assure that the Sale Parcel constitutes one or more valid legal lots and such that the Real Property can be lawfully sold, all in form and subject to such conditions as are reasonably satisfactory to Rayonier and the City on or before January 31, 2011 "BLA Contingency Date If the contingency set forth in this Section 5.1 is not satisfied by the BLA Contingency Date, then this Agreement shall terminate and the parties will be released from all further obligation or liability hereunder, except as may be otherwise specifically provided by this Agreement. REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 6 5.2 Parties to Cooperate Rayonier shall prepare and submit at its expense all necessary applications for boundary line adjustments and/or subdivisions for the purposes set forth in Section 5.1 above "BLA The City will process the BLA application in accordance with applicable law and its standard permitting procedure. The City agrees to cooperate with and assist Rayonier with any and all applications submitted by Rayonier in order to accomplish the foregoing. 6. Closing 6.1 Closing Date This transaction will be closed in escrow by Advantage Escrow "Escrow Agent at its offices in Port Angeles, Washington on a date that is mutually agreed by the City and Rayonier, but in any event not later than April 30, 2011 (the "Closing Date 6.2 Foreign Investment in Real Property Tax Act "FIRPTA The parties agree to comply in all respects with Section 1445 of the United States Internal Revenue Code of 1986, as amended and the regulations issued thereunder (the "Regulations At Closing, Rayonier shall deliver to the City through escrow a nonforeign affidavit as prescribed by the Regulations, properly executed. 6.3 Closing 6.3.1 Rayonier's Escrow Deposits On or before the Closing Date, Rayonier shall deposit into escrow the following: (a) a duly executed and acknowledged Deed; (b) a duly executed and completed Real Estate Excise Tax Affidavit with respect to the Deed; (c) duly executed and acknowledged counterpart Pipeline Easements; (d) a duly executed and acknowledged counterpart Access Easement; (e) duly executed and acknowledged counterpart Utility Easements; REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 7 (f) a duly executed and acknowledged counterpart Temporary Construction Easement; (g) a duly executed and acknowledged counterpart of Rayonier's Remediation Easement; and (h) a duly executed nonforeign affidavit pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code 6.3.2 The City's Escrow Deposits On or before the Closing Date, the City shall deposit into escrow the following: (a) a duly executed and completed Real Estate Excise Tax Affidavit with respect to the Deed; (b) duly executed and acknowledged counterpart Pipeline Easements; (c) a duly executed and acknowledged counterpart Access Easement; (d) duly executed and acknowledged counterpart Utility Easements; (e) a duly executed and acknowledged counterpart Temporary Construction Easement; and (f) a duly executed and acknowledged counterpart of Rayonier's Remediation Easement. 6.3.3 Additional Instruments and Documentation Rayonier and the City shall each deposit any other instruments and documents that are reasonably required by Escrow Agent or otherwise required to close the escrow and consummate the purchase and sale of the Property in accordance with this Agreement. 6.4 Closing Costs As used herein, the term "Closing Costs" shall mean all of the costs identified in this Section 6.4. 6.4.1 Rayonier's Costs Rayonier shall pay the premium for a standard coverage policy of title insurance as provided in Section 4.2 above, plus sales tax, State of Washington Real Estate Excise Taxes applicable to the sale of the Real Property, and one -half (1/2) of the escrow fee. REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 8 6.4.2 The City's Costs The City shall pay the premium for the Title Policy to the extent it exceeds the sum to be paid by Rayonier pursuant to Section 4.2 above, plus sales tax, the cost of recording the Deed and the Easements, and one -half (1/2) of the escrow fee. 6.5 Adjustments and Prorations The following adjustments and prorations will be made as of 11:59 p.m. on the day preceding the Closing Date. 6.5.1 Property Taxes and Property Related Expenses Nondelinquent property taxes and assessments payable in the year of Closing will be prorated as of the Closing Date. Real estate taxes or assessments on the Sale Parcel shall be prorated by the parties, acting reasonably and in good faith, based on the actual current tax bill, but if such tax bill has not yet been received by Rayonier by the Closing Date, or if the assessments after the Closing Date with respect to any new tax lots created as a result of the boundary line adjustments show that the allocation at Closing was incorrect, or if supplemental taxes are assessed after the Closing for the period prior to the Closing, then the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Rayonier shall have borne all taxes, including all supplemental taxes, allocable to the period prior to the Closing and none allocable to the period after the Closing. The parties will cooperate in this regard so that the City does not bear the expense of any property taxes. If any expenses that should be allocated or prorated at Closing and that are attributable to the Property and allocable to the period prior to the Closing are discovered or billed after the Closing, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Rayonier shall have borne all expenses allocable to the period prior to the Closing, but shall not bear any expenses allocable to the period from and after the Closing. The provisions of this Section 6.5.1 shall survive the Closing for a period of one (1) year. 6.5.2 Utilities All gas, electric, sewer, stormwater and other utility charges will be prorated by the parties outside of Closing as of the Closing Date. The parties expressly waive their right under RCW 60.80 to require Escrow Agent to satisfy unpaid utility charges out of funds deposited into escrow. REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 9 6.6 Termination of License Agreement Upon Closing, the License Agreement shall terminate and have no further force or effect except for any provisions that expressly survive termination or expiration of the License Agreement. 7. Representations and Warranties 7.1 Rayonier's Representations and Warranties Rayonier represents and warrants to the City that: (a) Rayonier has full capacity and authority to execute and perform this Agreement; (b) Rayonier's execution and performance under this Agreement is pursuant to authority validly and duly conferred upon Rayonier, and the signatories to this Agreement are validly and duly authorized to execute this Agreement on behalf of Rayonier; (c) The execution of this Agreement and the consummation of the transaction contemplated by it pursuant to its terms will not violate or conflict with or result in the breach of any other agreement or other obligation to which Rayonier is a party, or violate any order, writ, injunction or decree applicable to Rayonier. 7.2 The City's Representations and Warranties The City represents and warrants to Rayonier that: (a) The City has full capacity and authority to execute and perform this Agreement; (b) The City's execution and performance under this Agreement is pursuant to authority validly and duly conferred on the City; (c) The City is in full compliance with the terms and conditions of the License Agreement, no event of default by the City under the License Agreement has occurred and is continuing as of the date of this Agreement and the City will comply fully with the terms of the License Agreement through expiration or termination of its term; (d) The City is a municipal corporation duly organized, validly existing and in good standing under the laws of the state of Washington, has all requisite power and authority to own, lease and operate its properties and carry on its business; and REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 10 (e) The execution of this Agreement and the consummation of the transaction contemplated by it pursuant to its terms will not violate or conflict with or result in the breach of any other agreement or other obligation to which the City is a party, or violate any order, writ, injunction or decree applicable to the City. 8. Environmental Matters 8.1 Definitions For purposes of this Agreement, the following terms shall have the meanings indicated: (a) "Environmental Law" means and shall include without limitation any federal, state or municipal law, ordinance, rule, guideline, order, policy, standard or regulation as amended, whether now applicable or existing or hereinafter enacted or applicable and common law relating to environmental, health, or safety matters including but not limited to those under the jurisdiction of the Washington Department of Ecology and/or the United States Environmental Protection Agency. Without limiting the generality of the foregoing, the term "Environmental Law" shall include the Agreed Order. (b) "Regulated Materials" means and shall include, without limitation, any chemical, pollutant, contaminant, solid waste, liquid waste, hazardous waste, medical waste, radioactive waste, asbestos, polychlorinated biphenyls, petroleum or petroleum- derived substance, hazardous or toxic substance or material as defined in or pursuant to any Environmental Law. (c) "Claims, Liabilities and Damages" means all claims, judgments, damages, losses, penalties, fines, liabilities (including without limitation strict liability), encumbrances, liens, costs and expenses of investigation and/or defense of any claim, and any moneys paid in settlement thereof, of whatsoever kind or nature, costs of government oversight, response and investigative costs, contingent or otherwise, mature or unmatured, foreseeable or unforeseeable, including, without limitation, attorneys', experts' and consultants' fees and expenses, (d) "Natural Resource Damage" means physical injury to or destruction of, including damages incurred within or beyond the boundaries of the Real Property, and including the resulting loss of value of, land, fish, wildlife, biota, air, water, groundwater, drinking water supplies, and other such resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States, any state or local government, any Indian tribe, or, if such resources are subject to a trust restriction on alienation, any member of an Indian tribe. REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 11 8.2 Post Closing Covenants (a) Rayonier shall pursue diligently and in good faith a First Amendment to Agreed Order governing Rayonier's obligations with respect to all materials, including without limitation, Regulated Materials, that are excavated, removed, handled, treated, disposed of, or added to the Real Property which shall add a materials management plan "Materials Management Plan to the Agreed Order. Attached to this Agreement as EXHIBIT F are the construction procedures to be followed by the City and Rayonier during the CSO construction work to ensure compliance with the Materials Management Plan, the Agreed Order and all Environmental Laws "Construction Procedures (b) The City agrees without limitation that, for so long as the Materials Management Plan is in effect, it, and its officers, officials, employees, contractors and agents shall comply in all respects with the Materials Management Plan in any and all actions taken with respect to the Real Property, including but not limited to all excavation, construction, installation, development and improvement of the Sale Parcels and the areas covered by the Easements. The City further agrees that during the CSO construction work, it, and its officers, officials, employees, contractors and agents shall comply with the Construction Procedures. During the CSO construction work, all costs and expenses of remediation or extra costs for complying with the Materials Management Plan and the Construction Procedures over and above the costs the City would have incurred for the CSO construction work in the absence of Regulated Materials requiring remediation shall be paid by Rayonier, as specified in Section 8.3.1 below. The effective duration of the Materials Management Plan will be determined in the Agreed Order. Rayonier will promptly notify the City when the Materials Management Plan is no longer in effect. (c) The City will cooperate with Rayonier in all activities undertaken by Rayonier on the Real Property pursuant to Rayonier's Remediation Easement. Without limiting the generality of the foregoing, Rayonier will be permitted to take split samples and shall receive copies of all laboratory and other analyses and reports of sampling results performed by or on behalf of the City at the same time those documents are received by the City. (d) The City agrees that it will not engage in any action or omission in, on, about or with respect to the Real Property that would cause or result in a new, material violation of any Environmental Laws that creates or results in additional costs or expense to Rayonier; and, once Rayonier has completed its construction obligations under the Agreed Order and subsequent remedial action plans for the Rayonier Port Angeles mill site, the City and its officers, officials, employees, contractors and agents will not attempt to persuade Ecology to reopen Rayonier's investigation or clean up of the Real Property or the Rayonier Tract or take any action, directly or indirectly, to REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 12 induce, encourage or otherwise suggest the same to Ecology; except this paragraph is not intended to restrict communications between the City and Ecology as required by law. (e) Rayonier shall have sole liability and responsibility for compliance with the Agreed Order and with the remedial action plan to be developed subsequent to the required actions under the Agreed Order pursuant to a consent decree or other agreement with Ecology. To assist Rayonier in fulfilling this responsibility, for so long as either party has any responsibility to the other under this Agreement, if the City discovers any evidence of the presence of Regulated Materials on the Real Property, the City shall promptly disclose that information to Rayonier. 8.3 Allocation of Environmental Liability and Indemnifications 8.3.1 Rayonier's Liability If the City closes the purchase of the Real Property, then effective on the date of Closing, Rayonier shall be and remain responsible for: (1) The following Claims, Liabilities and Damages arising due to the environmental condition of the Real Property existing on or before Closing: (a) Remediation required by the Agreed Order and any remedial action plan to be developed subsequent to the required actions under the Agreed Order pursuant to a consent decree or other agreement with Ecology, (b) Remediation required under the Model Toxics Control Act, RCW Chapter 70.105D "MTCA (c) Remediation required or extra costs incurred in order to complete the CSO, over and above the costs the City would have incurred for the CSO in the absence of Regulated Materials requiring remediation under MTCA, (d) Natural Resource Damage claims relating to the Real Property, (e) Regulated Materials emanating or migrating to or from the Real Property before, on or after Closing, except to the extent such Claims, Liabilities and Damages constitute the City's Liability under Sections 8.3.3(4) or (5), (f) Violations of Environmental Law occurring before, on or after Closing, except to the extent such Claims, Liabilities and Damages constitute the City's Liability under Sections 8.3.3(4) or (5). REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 13 (2) conditions created on the Real Property on or after Closing to the extent those conditions are created or caused by the acts of omissions of Rayonier, or any of its officers, directors, employees, agents, consultants and shareholders "Rayonier Parties except for conditions permitted by the Materials Management Plan, (3) breach by Rayonier of any representation, warranty or covenant contained in this Agreement, and (4) any act or omission of Rayonier, or of its contractors, subcontractors, lower tier sub subcontractors, consultants, employees or agents. All of the above is referred to herein as Rayonier's Retained Liability." Rayonier's Retained Liability does not include costs of or any additional remediation required as a result of any excavation, removal, disposal, construction or development project undertaken by the City on the Real Property other than the CSO. Rayonier agrees not to make any claim against the City for any matter that constitutes Rayonier's Retained Liability. 8.3.2 Rayonier's Indemnity If the City closes the purchase of the Property, then effective upon Closing Rayonier does hereby indemnify the City and the City's officers, officials, employees, agents and consultants "City Parties and shall fully defend and hold them free and harmless from any and all of Rayonier's Retained Liability, whether based in tort, Environmental Law or otherwise, and whether asserted by any other natural person or legal entity, including without limitation any governmental authority other than the City. Rayonier agrees to pay for all Claims, Liabilities and Damages suffered by the City and/or any of the City Parties resulting from Rayonier's Retained Liability, including attorneys' fees incurred by the City Parties in connection with the defense of any such act, suit, or proceeding (whether before a court of law, administrative agency, or otherwise), including the cost of any settlement. The obligations contained in Section 8.3.1 and the indemnity obligations contained in this Section 8.3.2 shall survive Closing, but the indemnity obligations contained in this Section 8.3.2 shall terminate when all of the following conditions are met: (a) construction of the CSO is complete; and (b) Rayonier receives written notice from Ecology that, with respect to the Sale Parcel, it has completed its construction obligations under the Agreed Order and under the remedial action plan to be developed subsequent to the required actions under the Agreed Order pursuant to a consent decree or other agreement with Ecology. 8.3.3 The City's Liability If the City closes the purchase of the Real Property, then, effective upon Closing, and except to the extent of Rayonier's Retained Liability, the City shall be REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 14 and remain responsible for, and shall pay all Claims, Liabilities and Damages (including attorney's fees and costs of defending any claims) arising from: (1) ownership and operations on the Real Property from and after Closing, (2) violations of Environmental Law on the Real Property occurring on or after Closing as described in 8.2(d) above, (3) breach of any representation, warranty or covenant contained in this Agreement by City, (4) any act or omission of the City, or of its contractors, subcontractors, lower tier sub subcontractors, consultants, employees or agents; and (5) any additional remediation or costs required to complete any excavation, removal or development project undertaken by the City on the Real Property other than the CSO, including without limitation the cost of additional remediation, and any Claims, Liabilities and Damages with respect to the environmental condition of the Real Property existing on the date of Closing. All of the above are referred to herein as the "City's Liability." The City agrees not to make any claim against Rayonier for any matter that constitutes the City's Liability. 8.4 Retention of Certain Rights 8.4.1 Rayonier's Retention of Certain Rights Notwithstanding the transactions contemplated herein or any provisions of this Agreement that could be interpreted to the contrary, Rayonier shall not transfer or assign to the City any of Rayonier's rights, titles and interests in and to claims or rights to monetary recovery available or potentially available (a) under insurance policies procured by Rayonier, Rayonier Inc. and their respective affiliates (or the predecessors of any of them), or (b) with respect to claims for reimbursement, contribution, indemnity or similar claim, whether contractual, statutory, common law -based or otherwise, that Rayonier, Rayonier Inc. or their respective affiliates (or the predecessors of any of them) have or may have against the City or against any other third party potentially liable or responsible parties. The City shall not assert any such claims against any third parties, and shall reasonably cooperate with Rayonier in its pursuit of any such claims or rights. 8.4.2 City's Retention of Certain Rights After the expiry of Rayonier's Indemnity provided in paragraph 8.3.2 above, the City shall retain any and all rights that the City may have with respect to claims for REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 15 reimbursement, cost recovery, contribution, or similar claim existing under statutory or common law with respect to the Real Property against Rayonier except for the City's Liability. 8.5 Limitations on Indemnifications In compliance with RCW 4.24.115 as in effect on the date of this Agreement, all provisions of this Agreement pursuant to which Rayonier (the "Indemnitor agrees to indemnify the City (the "Indemnitee against liability for damages arising out of bodily injury to persons or damage to property including the Real Property, (i) shall not apply to damages caused by or resulting from the sole negligence of the Indemnitee, its agents or employees, and (ii) to the extent caused by or resulting from the concurrent negligence of (a) the Indemnitee or the Indemnitee's agents or employees and (b) the Indemnitor or the Indemnitor's agents or employees, shall apply only to the extent of the Indemnitor's negligence; provided, however, the limitations on indemnity set forth in this paragraph shall automatically and without further act by either Rayonier or the City be deemed amended so as to remove any of the restrictions contained in this paragraph that are no longer required by RCW 4.24.115 as a condition of assuring the validity and enforceability of the parties' respective indemnification covenants. Rayonier and the City specifically agree that the provisions of this Section 8.5 apply to any claim of injury or damage to the City's employees or their property. Each of Rayonier and the City acknowledges and agrees that as to such claims, it waives any right of immunity that it may have under Title 51 RCW as amended or replaced. This waiver and agreement was specifically negotiated by Rayonier and the City and is solely for their benefit and is not intended as a waiver of their immunity under Title 51 RCW for any other purpose. 8.6 Claims Under Indemnification Agreements (a) Upon the occurrence of any Claim for which indemnification is due under this Section 8, the indemnified party shall provide notice of the Claim to the indemnifying party, stating in general terms the circumstances giving rise to the Claim, specifying the amount of the Claim, and making a request for any payment then due. The indemnifying party shall then undertake the defense of such Claim as required under the terms of this Agreement by representatives chosen by it. So long as the indemnifying party is defending any Claim actively and in good faith, the indemnifying party shall have the exclusive authority to settle the Claim. The indemnifying party will keep the other party fully advised as to the progress of all Claims and the defense and resolution of them. The indemnified party shall cooperate reasonably with the indemnifying party with respect to the defense of all Claims (b) If an indemnifying party, within a reasonable time after notice of any Claim that that party is obligated to defend under this Section 8, fails to defend the REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 16 Claim actively and in good faith, the indemnified party will be entitled to both monetary damages for breach of this Agreement and to the entry of preliminary and/or permanent injunctions to cause the indemnifying party to fulfill its indemnification obligations under this Section 8. 8.7 Resolution of Disputes Arising under Section 8 8.7.1 Good Faith Attempt to Resolve The City and Rayonier shall attempt in good faith to resolve any dispute that may arise under this Section 8. At least one representative of each party who has full authority to settle the dispute shall participate in each meeting that is set by mutual agreement for purposes of attempting to reach a mutually agreeable resolution. 8.7.2 Mediation of Disputes If the parties are not able to reach agreement, then each of the City and Rayonier shall have the right to refer the dispute to mediation by request to the other made in writing. Within thirty (30) days after receipt of such a request, the parties shall together select a single qualified and impartial mediator. If the parties are unable to agree on a mediator within that thirty (30) day period, then either party shall have the right to refer the matter to mediation with the JAMS Resolution Center in Seattle, Washington. The parties shall participate in the mediation process in good faith and expeditiously. At least one representative of each party who has full authority to settle the dispute shall attend all mediation sessions. Neither party shall be obligated to continue the mediation beyond a period of thirty (30) days from the first meeting with the mediator, or if the mediator concludes that there is no reasonable likelihood that continuing mediation will result in a mutually agreeable resolution of the dispute. The costs of the mediator shall be borne equally by the City and Rayonier. All other expenses incurred by a party in connection with the mediation, including but not limited to attorneys' fees and costs, shall be borne by the party that incurred them. 9. Casualty Loss The parties agree that no casualty to the Real Property or the improvements located on the Real Property shall be a basis for terminating this Agreement or for reduction of the Purchase Price. 10. Possession Rayonier shall deliver possession of the Real Property on the Closing Date. REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 17 11. Events of Default 11.1 Notice of Certain Defaults and Opportunity to Cure Except for any failure to give notice and/or perform within the time periods and/or by the dates specified in this Agreement, and except for a failure to close, both of which shall be deemed to be non curable defaults, neither party shall be deemed to be in default of this Agreement unless and until the other party shall have given the defaulting party written notice describing the nature of the default and the defaulting party shall have failed to cure the default within ten (10) days. 11.2 Remedies for Default If there is an event of default under this Agreement by the City or by Rayonier, the non defaulting party will be entitled (a) to seek specific performance of the other party's obligations under this Agreement, (b) to seek recovery of damages, and (c) to any other remedy available at law or in equity. 12. Notices Any notice under this Agreement must be in writing and be personally delivered, delivered by recognized overnight courier service, or given via facsimile All notices must be addressed to the parties at the following addresses or at such other addresses as the parties may from time to time direct in writing: Rayonier: Michael R. Herman, Vice President Rayonier Properties, LLC Riverplace Tower, 23 Floor 1301 Riverplace Blvd. Jacksonville, FL 32207 Telephone: (904) 357 -9178 Facsimile: (904) 598 -2250 With a copy to: Donald L. Schwendiman, Assistant General Counsel Rayonier Properties, LLC 3888 NW Randall Way, Suite 204 Silverdale, WA 98383 Telephone: (360) 613 -4065 Facsimile (360) 613 -9733 REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 18 The City: With a copy to: City Attorney City of Port Angeles 321 E. 5 Street Port Angeles, WA 98362 Telephone: (306) 417 -4530 Any notice will be deemed to have been given, if personally delivered, when delivered, and if delivered by courier service, one (1) Business Day after deposit with the courier service, and if delivered via facsimile, the same day as verified; provided that any verification that occurs after 5 p.m. on a Business Day, or at any time on a Saturday, Sunday or holiday, will be deemed to have occurred as of 9 a.m. on the following Business Day. 13. Brokers and Finders Each party represents, warrants to and agrees with the other that it has not had any contact or dealings regarding the Property or any part of it, or any communication in connection with the subject matter of this transaction, through any licensed real estate broker or other person who can claim a right to a commission or finder's fee as a procuring cause of the purchase and sale contemplated by this Agreement. If any broker or finder perfects a claim for a commission or finder's fee based on any other contract, dealings or communication, the party through whom the broker or finder makes his or her claim will be responsible for that commission or fee and shall indemnify, defend and hold harmless the other party from and against any liability, cost or damages (including attorneys' fees and costs) arising out of that claim. The provisions of this Section 13 shall survive the Closing or earlier termination of this Agreement. 14. Amendments This Agreement may be amended or modified only by a written instrument executed by Rayonier and the City. 15. Governing Law and Venue City Manager City of Port Angeles 321 E. 5th Street Port Angeles, WA 98362 Telephone: (360) 417 -4500 This Agreement and the legal relations between the parties hereto will be governed by, construed and enforced in accordance with the laws of the state of Washington without regard to its principles of conflicts of laws. Venue for any REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 19 lawsuit arising out of this Agreement shall be in the United States District Court for the Western District of Washington. If jurisdiction may not be maintained in the United States District Court for the Western District of Washington, then venue for any lawsuit arising out this Agreement shall be in the Superior Court for Kitsap County, Washington. 16. Entire Agreement This Agreement and the exhibits and schedules attached hereto constitute the entire agreement between the parties with respect to the purchase and sale of the Property, and supersede all prior agreements and understandings between the parties relating to the subject matter of this Agreement. There are no verbal or other agreements, including but not limited to any representations or warranties, which modify or affect this Agreement. 17. Attorneys' Fees In the event that there is a dispute between the parties arising under this Agreement or either party employs an attorney to enforce any provision of this Agreement or to recover damages for such a breach, then each party shall be responsible for its own attorneys' fees and all costs and expenses expended or incurred in connection therewith. 18. Time of the Essence Time is of the essence of this Agreement with respect to each and every covenant of this Agreement, including, but not limited to the BLA Contingency Date and the Closing Date. 19. Waiver Neither Rayonier's nor the City's waiver of the breach of any covenant under this Agreement will be construed as a waiver of the breach of any other covenants or as a waiver of a subsequent breach of the same covenant. 20. Survival The terms and provisions of this Agreement, including, without limitation, all representations, warranties, indemnification and release obligations, will not merge in, but will survive, the Closing of the transaction contemplated under this Agreement or any termination of this Agreement. REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 20 21. Assignment The City shall not assign this Agreement without Rayonier's prior written consent, which consent may be withheld at Rayonier's sole discretion. No such assignment shall release the City from any of its obligations under this Agreement. Any assignment made in violation of this Section 21 shall be void. 22. Negotiation and Construction This Agreement and each of its terms and provisions are deemed to have been explicitly negotiated between the parties, and the language in all parts of this Agreement will, in all cases, be construed according to its fair meaning and not strictly for or against either party. 23. Counterparts This Agreement may be executed in a number of identical counterparts. Each of the counterparts will be deemed an original for all purposes and all counterparts will collectively constitute one Agreement. Delivery of counterparts of this Agreement (but not of documents to be delivered at Closing) via facsimile or by electronic means of delivery shall be deemed to be delivery of the original. 24. Exhibits and Schedules The following exhibits and schedule are attached to and made a part of this Agreement by this reference. 25. Expenses EXHIBIT A EXHIBIT A -1 EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F EXHIBITS G and G1 EXHIBIT H EXHIBIT I Legal Description of Real Property Containing the Sale Parcel Map of Sale Parcel Pipeline Easements Access Easement Temporary Construction Easement Deed Construction Procedures Utility Easements Rayonier's Remediation Easement Trail Easement Location Map Subject to the allocation of Closing Costs provided in Section 6.4 above, whether or not the transactions contemplated by this Agreement shall be consummated, all fees and expenses incurred by any party hereto in connection with REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 21 this Agreement shall be borne by such party, including but not limited to consultants' and attorneys' fees. 26. Successors and Assigns; Third Parties Subject to and without waiver of the provisions of Section 21 hereof, all of the rights, duties, benefits, liabilities and obligations of the parties shall inure to the benefit of, and be binding upon, their respective successors and assigns Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or entity, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement. 27. Headings The section headings of this Agreement are for convenience of reference only and shall not be deemed to modify, explain, restrict, alter or affect the meaning or interpretation of any provision hereof. 28. Further Assistance In addition to the actions recited herein and contemplated to be performed,' executed, and/or delivered by Rayonier and the City, Rayonier and the City agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to consummate the transactions contemplated hereby. 29. Number and Gender 30. Business Days Whenever the singular number is used, and when required by the context, the same includes the plural, and the masculine gender includes the feminine and neuter genders. As used herein, the term "Business Day" shall mean a day that is not a Saturday, Sunday or legal holiday. In the event that the date for the performance of any covenant or obligation under this Agreement shall fall on a Saturday, Sunday or legal holiday, the date for performance thereof shall be extended to the next Business Day. REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 22 31. Not an Offer One party's submission of this Agreement to the other for review shall not constitute an offer to purchase or sell the Real Property. This Agreement shall not become effective and binding upon Rayonier or the City until it has been fully signed by both Rayonier and the City. 32. Guarantee Guarantor joins in this Agreement for the sole purpose of providing the guarantee set forth in this Section 32, and not for any other purpose. Guarantor hereby guarantees to the City the full performance by Rayonier of all of Rayonier's obligations under this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this instrument in duplicate, as of the day and year first above written. Rayonier Properties, LLC a Delaware limited liability company By: Name m;c_heel R. Rcrma, Title: ;c.c Pk es; de.- City of Port Angeles, Washington, a Washington municipal corporation A p WeI s �o Forth By: n Name: i6x►k 71/1(# Title: C►+1 AlaitR Cfsly f1H®r✓t7 Guarantor Rayonier TRS Holdings Inc. a Delaware corporation By: 44, Nam R. t 4 et (Aan Title: NJ; c, a Piles; d eat REAL ESTATE PURCHASE AND SALE AGREEMENT PAGE 23 EXHIBIT A LEGAL DESCRIPTION OF SALE PARCEL Portions of the following parcels as shown on the map attached as Exhibit A -1: Suburban Block (Lot) 1 of the Townsite of Port Angeles. Suburban Block (Lot) 1 '/Z of the Townsite of Port Angeles. Lotl, Block 1 of Cains Subdivision of Suburban Lot 36 in the City of Port Angeles, together with adjacent vacated streets and alleys. Lots 1 and 2 in Block 152, Lots 1 through 9, inclusive, in Block 153, Lots 1 through 3, inclusive, in Block 154, Lots 1 through 6, inclusive and Lots 13 through 18, inclusive in Block 164 and Lots 7 through 12, inclusive, in Block 165 of Frank Chambers Subdivision of Suburban Lots 37 and part of 38, Port Angeles Townsite, together with adjacent vacated streets and alleys. Suburban Block (Lot) 38 of the Townsite of Port Angeles. Situated in the County of Clallam, State of Washington. 200 Feet -MIT& Ilan:on. 1 Dam 4O839/ Map legend Parcel purchase 126 ac I Blocks Exhibit A-1 sale parcel map EXHIBIT B PIPELINE EASEMENTS THIS AGREEMENT, made and entered into the day of 2011, by and between RAYONIER PROPERTIES, LLC a Delaware limited liability company, herein called "Grantor," and the CITY OF PORT ANGELES, a Washington municipal corporation, herein called "Grantee." Witnesseth: Grantor hereby grants and conveys to Grantee, its successors and assigns, a permanent non- exclusive easement on, over, under, within, upon, across and through Grantor's lands located in Clallam County, Washington. The easements are legally described in Parcel(s) on that survey recorded at Volume Page of Records of Clallam County, Washington, incorporated herein by this reference (hereafter the "Property A map showing the general location of the easement area is attached hereto as Exhibit A and by this reference incorporated herein. All easements granted prior to the date of this Easement to the Grantee for the purpose of allowing the Grantee to construct, operate and maintain municipal waste water treatment system pipelines across and through the Property. Any pipeline easements previously granted and not described in the recorded survey identified in the preceding paragraph, are abandoned effective as of the completion of construction of the CSO project. The easement conveyed hereunder is subject as to said lands to all matters of public record. This easement is granted for the purpose of allowing Grantee and the Grantee's permittees to construct, reconstruct, monitor, operate, repair, replace, modify, and maintain pipelines, underground electric power lines, bridges, and related structures and equipment as part of Grantee's municipal waste water treatment system. The parties intend this easement to be an easement in gross which is not appurtenant to and does not run with any particular parcel of land and is not assignable by Grantee. Furthermore, this easement does not create any rights in the general public. The parties hereby agree that the rights hereinabove granted hereunder shall be subject to the following terms and conditions: 1. Grantor's Reservation of Rights. Grantor reserves for itself, its successors and assigns all rights and privileges not expressly granted, including without limitation, the right at all times and for any purpose to go upon, cross and recross, at any place on grade or otherwise, said rights -of -way on the Property and to use the roads on said rights -of -way in a manner that will not unreasonably interfere with the rights granted to Grantee hereunder. Grantor may grant to third parties, upon such terms as it chooses, any or all of the rights reserved by it herein; provided, that use by such party shall be subject to the terms and REPSA Ex B Pipeline Easements -web 102910.FINAL.doc Page 1 of 7 conditions of this agreement and shall not unreasonably interfere with the rights granted to Grantee hereunder. 2. Compliance with Applicable Laws. In constructing pipelines, power lines and other equipment on, over, under, within, upon, across and through the easement area, Grantee will comply with all applicable laws. 3. Liens and Claims. Grantee will keep the Property free and clear from any liens of any nature in connection with Grantee's activities on the Property, including, without limitation, any liens arising out of any work performed or materials ordered or obligations incurred by or on behalf of Grantee, and hereby indemnifies and holds Grantor and the Property harmless from any liability from any such liens. In the event any lien is filed against the Property, or any portion of it, by any person claiming by, through or under Grantee, Grantee shall, upon request made by Grantor, at Grantee's expense, immediately cause the lien to be released of record. Grantee agrees to obtain full and irrevocable lien releases from all contractors for work done on the Property and to deliver them to Grantor promptly after completion of any work 4. Hold Harmless and Indemnity. (a) Grantee shall defend, indemnify and save Grantor, its affiliates, officers, directors, managers, employees, agents and contractors "Grantor Parties harmless from all liability, cost, damage and expense (including, but not limited to, reasonable attorneys' fees) in connection with all claims, suits and actions of every name, kind and description made or brought against Grantor Parties, or any of them by any person or entity as a result of or on account of actual or alleged injuries or damages to persons, entities or property received or sustained, in any way arising out of, in connection with, or as a result of, the exercise by Grantee, and /or its employees, agents, contractors and subcontractors of the rights granted in this easement, except, however, to the extent any such injury results from the negligence or intentional misconduct of Grantor or any of the Grantor Parties. The obligation of Grantee to indemnify Grantor pursuant to this paragraph shall survive the expiration and /or termination of this easement. (b) In compliance with RCW 4.24.115 as in effect on the date of this easement, all provisions of this easement pursuant to which Grantee agrees to indemnify Grantor against liability for damages arising out of bodily injury to persons or damage to property relative to the construction, alteration, repair, addition to, subtraction from, improvement to or maintenance of any building, road or other structure, project, development or improvement attached to land, including the Property (i) shall not apply to damages caused by or resulting from the sole negligence of Grantor, its agents or employees, and (ii) to the extent caused by or resulting from the concurrent negligence of Grantee and /or its agents or employees and Grantor and /or Grantor's agents or employees, shall apply only to the extent of Grantee's negligence; provided, however, that this paragraph shall automatically and without further act by either party to this easement be deemed amended so as to remove any of the restrictions contained in this paragraph that are no longer required by RCW 4.24.115 or its successor. (c) GRANTEE AND GRANTOR SPECIFICALLY AGREE THAT THE PROVISIONS OF THIS SECTION 4 ALSO APPLY TO ANY CLAIM OF INJURY OR DAMAGE TO THE PERSONS OR PROPERTY OF GRANTEE'S EMPLOYEES, AND GRANTEE REPSA Ex B Pipeline Easements -web 102910.FINAL.doc Page 2 of 7 ACKNOWLEDGES AND AGREES THAT AS TO SUCH CLAIMS, GRANTEE, WITH RESPECT TO GRANTOR, DOES HEREBY WAIVE ANY RIGHT OF IMMUNITY WHICH GRANTEE MAY HAVE UNDER INDUSTRIAL INSURANCE (TITLE 51 RCW AS AMENDED AND UNDER ANY SUBSTITUTE OR REPLACEMENT STATUTE). THIS WAIVER AND AGREEMENT WAS SPECIFICALLY NEGOTIATED BY GRANTOR AND GRANTEE AND IS SOLELY FOR THE BENEFIT OF GRANTOR, ITS SUCCESSORS AND ASSIGNS, AND IS NOT INTENDED AS A WAIVER OF GRANTEE'S RIGHTS OF IMMUNITY UNDER SAID INDUSTRIAL INSURANCE FOR ANY OTHER PURPOSE. 5. Repairs and Maintenance. Grantee shall be solely responsible for all repairs and maintenance of Grantee's pipelines and equipment constructed or installed on the easement area. 6. Grantee's Permittees. Grantee may permit its respective contractors, permit holders, licensees, and their agents, hereinafter individually referred to herein as "Permittee" and collectively referred to as "Permittees," to exercise the rights granted to it herein. 7. Grantee's Insurance. Grantee represents that it is a member of a municipal self insurance pool. Grantee, at no expense to the Grantor, shall maintain and provide proof of membership in the Washington Cities Insurance Authority self insured coverage pool as a city member. When requested by Grantor, Grantee shall provide proof of membership in the Washington Cities Insurance Authority self insured coverage pool and the minimum limits provided by such membership. As to any liability of the Grantee incurred in the exercise of the rights granted by this easement, Grantee's self insurance shall be primary to any owned by Grantor. 8. Permittees' Insurance. Grantee shall, or shall require each of its Permittees, before using any of the Property for commercial purposes to: (a) Obtain and during the term of such use, maintain a policy of liability insurance insuring said Permittee against liability arising out of its operations, including use of vehicles. Minimum amounts of insurance shall be: General Liability $2,000,000 per occurrence Automobile Liability 500,000 per occurrence (b) Deliver to the Grantor a certificate from the insurer of said Permittee certifying that coverage in force is not less than the named amounts in paragraph (a), and that in the event of cancellation or modification of such coverage, the insurer will give each party hereto thirty (30) days written notice prior to any cancellation or modification. Rayonier Properties, LLC shall be named as an additional insured party by their respective Permittees. 9. Taxes. To the extent Grantee is legally obligated to pay personal property taxes, Grantee shall pay all personal property taxes on Grantee's personal property that is located on the Property. Grantor shall be responsible for paying real property taxes on the Property. REPSA Ex B Pipeline Easements -web 102910.FINAL.doc Page 3 of 7 10. Abandonment and Termination. This easement shall terminate and the rights to the easement area shall revert to Grantor in the event the City fails to commence construction of the pipeline or other improvements related to the CSO project before January 1, 2014, or thereafter abandons the use of the easement for the purposes described herein for a period of three (3) consecutive years. 10. Notices. All notices required or permitted by this easement or applicable law shall be in writing and shall be delivered (i) in person (by hand or by courier), (ii) by certified or registered U.S. Mail or U.S. Postal Service Express Mail, with postage prepaid, (iii) by Express Courier (overnight or better service) that maintains delivery records, or (iv) by facsimile transmission or electronic -mail (so long as a duplicate copy thereof is sent the same day by one of the other methods approved hereby), and shall be deemed sufficiently given if served in a manner specified herein. The initial addresses for notices to be given to the parties under this easement are as follows: To GRANTOR: To GRANTEE: REPSA Ex B Pipeline Easements -web 102910.FINAL.doc Rayonier Properties, LLC Attention: General Counsel Riverplace Tower, 23 Floor 1301 Riverplace Blvd. Jacksonville, FL 32207 Telephone: (904) 357 -9178 Facsimile: (904) 598 -2250 e -mail: Michael.hermanaravonier.com City of Port Angeles Attention: Bill Bloor City Attorney 321 East Fifth Street P.O. Box 1150 Port Angeles, WA 98362 -0217 Telephone: (360) 417 -4531 Facsimile: (360) 417 -4529 e -mail: WBloorc citvofoa.us A party may, by written notice to the other, specify a different address for notice. Notice given by certified mail, return receipt requested or express courier is deemed given upon receipt or when delivery is refused. Notices given by facsimile or electronic mail are deemed given upon transmission so long as (a) reasonable evidence of transmission is obtained, and (b) such transmission occurs during business hours at the recipient's location (i.e., 8:00 a.m. to 5:00 p.m., Monday through Friday, legal holidays excepted) and the next business day thereafter if transmitted after such business hours. Page4of7 11. Entire Agreement. This easement constitutes the complete agreement between the parties regarding the subject matter hereof and there are no other agreements written or oral. No amendment to this easement shall be effective unless done in writing and signed by both parties. 12. Severabilitv. If any term, covenant, condition or provision of this easement is held to be invalid, void, or unenforceable, the other terms of this easement shall remain in full force and shall in no way be affected, impaired, or invalidated. 13. Waiver. The waiver by one party of the performance of any covenant, term, or condition under this easement shall not invalidate this easement nor shall it be considered a waiver by it of any other covenant, term, or condition under this easement. IN WITNESS WHEREOF, the parties hereto have executed this instrument in duplicate, as of the day and year first above written. RAYONIER PROPERTIES, LLC By: By: Name: Title: Michael R. Herman Vice President General Counsel CITY OF PORT ANGELES REPSA Ex B Pipeline Easements -web 102910.FINAL.doc Page 5 of 7 STATE OF FLORIDA COUNTY OF Duval ss. On this day of 2011, I certify that I know or have satisfactory evidence that Michael R. Herman is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Vice President General Counsel of Rayonier Properties, LLC, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official seal the day and year first above written. STATE OF WASHINGTON ss. COUNTY OF CLALLAM REPSA Ex B Pipeline Easements -web 102910.FINAL.doc Print Name: NOTARY PUBLIC in and for the State of Florida, residing at My Commission Expires On this day of 2011, I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the of The City of Port Angeles, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official seal the day and year first above written. Print Name: NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires Page 6 of 7 Exhibit A —Map location of Easement REPSA Ex B Pipeline Easements -web 102910 FINAL.doc Page 7 of 7 Map legend Pipe line easement I 1 Sale parcel _1 Rayonter tract City boundary fr '%)t ..cLc AC y "4. 40 9 •7 .1. 'itit .y Otl. Ion./ D 88 Ilanwneal Dan. 11) 83 N 500 Feet Exhibit A Pipe line easement location map Sheet 1 of 2 '7"7' 7 ''7`'74 ‘.7 4 r map leg Pceltne easetnent Ror Ivey "Ct 7.7 0 reL 74kt- _N Ifit 7...A.A 50 Feet EXHIBIT C ACCESS EASEMENT THIS AGREEMENT, made and entered into the day of 2011, by and between RAYONIER PROPERTIES, LLC a Delaware limited liability company, herein called "Grantor," and the CITY OF PORT ANGELES, a Washington municipal corporation, herein called "Grantee." Witnesseth: Grantor hereby grants and conveys to Grantee, its successors, and assigns, a permanent non exclusive easement upon, over, and along rights -of -way over and across Grantor's lands located in Clallam County, Washington. The easements are legally described in Parcel(s) on that survey recorded at Volume Page of Records of Clallam County, Washington, incorporated herein by this reference (hereafter the "Property A map showing the general location of the easement area is attached hereto as Exhibit A and by this reference incorporated herein. This easement is granted for the purpose of allowing Grantee and the Grantee's permittees to complete access for ingress to and egress from Grantee's property legally described in Parcel(s) on that survey recorded at Volume Page of Records of Clallam County, Washington, incorporated herein by this reference. This easement is for access to and is intended to benefit Grantee's property legally described in Parcel(s) on that survey recorded at Volume Page of Records of Clallam County, Washington, incorporated herein by this reference, and shall run with Grantee's property. This easement is for the benefit of the Grantee and the Grantee's Permittees, and it does not create any rights in the general public. The easement conveyed hereunder is subject to all matters of public record affecting Grantor's lands over which the easement runs. The parties hereby agree that the rights hereinabove granted hereunder shall be subject to the following terms and conditions: 1. Grantor's Reservation of Rights. Grantor reserves for itself, its successors and assigns all rights and privileges not expressly granted, including without limitation, the right at all times and for any purpose to go upon, cross and recross, at any place on grade or otherwise, said rights -of -way on the Property and to use the roads on said rights -of -way in a manner that will not unreasonably interfere with the rights granted to Grantee hereunder. Grantor may grant to third parties, upon such terms as it chooses, any or all of the rights reserved by it REPSA Ex C Access Easement -WEB 102910 FINAL doc Page 1 of 7 herein; provided, that use by such party shall be subject to the terms and conditions of this agreement and shall not unreasonably interfere with the rights granted to Grantee hereunder. 2. Liens and Claims. Grantee will keep the Property free and clear from any liens of any nature in connection with Grantee's activities on the Property, including, without limitation, any liens arising out of any work performed or materials ordered or obligations incurred by or on behalf of Grantee, and hereby indemnifies and holds Grantor and the Property harmless from any liability from any such liens. In the event any lien is filed against the Property, or any portion of it, by any person claiming by, through or under Grantee, Grantee shall, upon request made by Grantor, at Grantee's expense, immediately cause the lien to be released of record. Grantee agrees to obtain full and irrevocable lien releases from all contractors for work done on the Property and to deliver them to Grantor promptly after completion of any work 3. Hold Harmless and Indemnity. (a) Grantee shall defend, indemnify and save Grantor, its affiliates, officers, directors, managers, employees, agents and contractors "Grantor Parties harmless from all liability, cost, damage and expense (including, but not limited to, reasonable attorneys' fees) in connection with all claims, suits and actions of every name, kind and description made or brought against Grantor Parties, or any of them by any person or entity as a result of or on account of actual or alleged injuries or damages to persons, entities or property received or sustained, in any way arising out of, in connection with, or as a result of, the exercise by Grantee, and /or its employees, agents, contractors and subcontractors of the rights granted in this Agreement, except, however, to the extent any such injury results from the negligence or intentional misconduct of Grantor or any of the Grantor Parties. The obligation of Grantee to indemnify Grantor pursuant to this paragraph shall survive the expiration and /or termination of this Agreement (b) In compliance with RCW 4.24.115 as in effect on the date of this Agreement, all provisions of this Agreement pursuant to which Grantee agrees to indemnify Grantor against liability for damages arising out of bodily injury to persons or damage to property relative to the construction, alteration, repair, addition to, subtraction from, improvement to or maintenance of any building, road or other structure, project, development or improvement attached to land, including the Property (i) shall not apply to damages caused by or resulting from the sole negligence of Grantor, its agents or employees, and (ii) to the extent caused by or resulting from the concurrent negligence of Grantee and /or its agents or employees and Grantor and /or Grantor's agents or employees, shall apply only to the extent of Grantee's negligence; provided, however, that this paragraph shall automatically and without further act by either party to this REPSA Ex C Access Easement -WEB 102910.FINAL.doc Page 2 of 7 Agreement be deemed amended so as to remove any of the restrictions contained in this paragraph that are no longer required by RCW 4.24.115 or its successor. (c) GRANTEE AND GRANTOR SPECIFICALLY AGREE THAT THE PROVISIONS OF THIS SECTION 3 ALSO APPLY TO ANY CLAIM OF INJURY OR DAMAGE TO THE PERSONS OR PROPERTY OF GRANTEE'S EMPLOYEES, AND GRANTEE ACKNOWLEDGES AND AGREES THAT AS TO SUCH CLAIMS, GRANTEE, WITH RESPECT TO GRANTOR, DOES HEREBY WAIVE ANY RIGHT OF IMMUNITY WHICH GRANTEE MAY HAVE UNDER INDUSTRIAL INSURANCE (TITLE 51 RCW AS AMENDED AND UNDER ANY SUBSTITUTE OR REPLACEMENT STATUTE). THIS WAIVER AND AGREEMENT WAS SPECIFICALLY NEGOTIATED BY GRANTOR AND GRANTEE AND IS SOLELY FOR THE BENEFIT OF GRANTOR, ITS SUCCESSORS AND ASSIGNS, AND IS NOT INTENDED AS A WAIVER OF GRANTEE'S RIGHTS OF IMMUNITY UNDER SAID INDUSTRIAL INSURANCE FOR ANY OTHER PURPOSE. 4. Damaae to Roads. Grantee using any portion of a road located on the easement as shown on the map attached as Exhibit A shall repair, or cause to be repaired, at its sole cost and expense, that damage to said road occasioned by Grantee which is in excess of that which it would cause through normal and prudent usage of said road. 5. Repairs and Maintenance. Unless the parties hereto agree in writing to share the cost of routine maintenance or improvements in advance of such maintenance being done or improvements being made, such maintenance or improvements shall be solely for the account of the party doing the work. 6. Grantee's Permittees. Grantee may permit its respective contractors, permit holders, licensees and their agents, hereinafter individually referred to herein as "Permittee" and collectively referred to as "Permittees," to exercise the rights granted to it herein. 7. Grantee's Insurance. Grantee represents that it is a member of a municipal self insurance pool. Grantee, at no expense to the Grantor, shall maintain and provide proof of membership in the Washington Cities Insurance Authority self insured coverage pool as a city member. When requested by Grantor, Grantee shall provide proof of membership in the Washington Cities Insurance Authority self insured coverage pool and the minimum limits provided by such membership. As to any liability of the Grantee incurred in the exercise of the rights granted by this Agreement, Grantee's self insurance shall be primary to any owned by Grantor. REPSA Ex C Access Easement -WEB 102910.FINAL.doc Page 3 of 7 8. Taxes. To the extent Grantee is legally obligated to pay personal property taxes, Grantee shall pay all personal property taxes on Grantee's personal property that is located on the Property. Grantor shall be responsible for paying real property taxes on the Property. 9. Notices. All notices required or permitted by this easement or applicable law shall be in writing and shall be delivered (i) in person (by hand or by courier), (ii) by certified or registered U.S. Mail or U.S. Postal Service Express Mail, with postage prepaid, (iii) by Express Courier (overnight or better service) that maintains delivery records, or (iv) by facsimile transmission or electronic -mail (so long as a duplicate copy thereof is sent the same day by one of the other methods approved hereby), and shall be deemed sufficiently given if served in a manner specified herein. The initial addresses for notices to be given to the parties under this easement are as follows: To GRANTOR: To GRANTEE: REPSA Ex C Access Easement -WEB 102910 FINAL doc Rayonier Properties, LLC Attention: General Counsel Riverplace Tower, 23 Floor 1301 Riverplace Blvd. Jacksonville, FL 32207 Telephone: (904) 357 -9178 Facsimile: (904) 598 -2250 e -mail: Michael.herman @rayonier.com City of Port Angeles Attention: Bill Bloor City Attorney 321 East Fifth Street P.O. Box 1150 Port Angeles, WA 98362 -0217 Telephone: (360) 417 -4531 Facsimile: (360) 417 -4529 e -mail: WBloor @cityofpa.us Page4of7 A party may, by written notice to the other, specify a different address for notice. Notice given by certified mail, return receipt requested or express courier is deemed given upon receipt or when delivery is refused. Notices given by facsimile or electronic mail are deemed given upon transmission so long as (a) reasonable evidence of transmission is obtained, and (b) such transmission occurs during business hours at the recipient's location (i.e., 8:00 a.m. to 5:00 p.m., Monday through Friday, legal holidays excepted) and the next business day thereafter if transmitted after such business hours. 10. Entire Aareement. This easement constitutes the complete agreement between the parties regarding the subject matter hereof and there are no other agreements written or oral. No amendment to this easement shall be effective unless done in writing and signed by both parties. 11. Severabilitv. If any term, covenant, condition or provision of this easement is held to be invalid, void, or unenforceable, the other terms of this easement shall remain in full force and shall in no way be affected, impaired, or invalidated. 12. Waiver. The waiver by one party of the performance of any covenant, term, or condition under this easement shall not invalidate this easement nor shall it be considered a waiver by it of any other covenant, term, or condition under this easement. IN WITNESS WHEREOF, the parties hereto have executed this instrument in duplicate, as of the day and year first above written. RAYONIER PROPERTIES, LLC By: By: Name: Title: Michael R. Herman Vice President General Counsel CITY OF PORT ANGELES REPSA Ex C Access Easement -WEB 102910.FINAL doc Page 5 of 7 STATE OF FLORIDA COUNTY OF Duval ss. On this day of 2011, I certify that I know or have satisfactory evidence that Michael R. Herman is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Vice President General Counsel of Rayonier Properties, LLC, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official seal the day and year first above written. STATE OF WASHINGTON ss. COUNTY OF CLALLAM Print Name: NOTARY PUBLIC in and for the State of Florida, residing at My Commission Expires On this day of 2011, I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the of The City of Port Angeles, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official seal the day and year first above written. Print Name: NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires pia <4 7.4 kr, Map legend Aceess easements Sale parcel Rayonier tract City boundary Li d. 112_ 1 1198313,8 1177 8.8 I/o 8 Datum N -ID 83 9/ N 500 Feet Exhibit A Access easement location map EXHIBIT D TEMPORARY CONSTRUCTION EASEMENT THIS AGREEMENT, made and entered into the day of 2011, by and between RAYONIER PROPERTIES, LLC a Delaware limited liability company, herein called "Grantor," and the CITY OF PORT ANGELES, a Washington municipal corporation, herein called "Grantee." Witnesseth: Grantor has sold to Grantee certain real property and granted to Grantee certain easements for the purpose, in part, of allowing Grantee to construct pipelines and facilities as a part of Grantee's combined sewer overflow "CSO project. Without limiting its intended scope, this temporary easement is intended to provide Grantee, among other things, with space on which to perform construction, stage materials and equipment, and conduct activities necessary to and in support of the construction of the CSO project. Grantor hereby grants and conveys to Grantee, a temporary non exclusive easement upon, over and across Grantor's lands located in Clallam County, Washington. The easements are legally described in Parcel(s) on that survey recorded at Volume Page of Records of Clallam County, Washington, incorporated herein by this reference (hereafter the "Property A map showing the general location of the easement area is attached hereto as Exhibit A and by this reference incorporated herein. The easement conveyed hereunder is subject as to said lands to all matters of public record. This temporary easement is granted for the purpose of allowing Grantee and Granttee's Permittees to perform construction, stage materials and equipment, and conduct activities necessary to and in support of the construction of the CSO project. The parties intend this easement to be an easement in gross which is not appurtenant to and does not run with any particular parcel of land. This easement does not grant any rights in the general public. The parties hereby agree that the rights hereinabove granted hereunder shall be subject to the following terms and conditions: 1. Term. The term of this Easement shall be become effective immediately and shall continue through the completion of construction of the City's CSO project. 2. Grantor's Reservation of Rights. Grantor reserves for itself, its successors and assigns all rights and privileges not expressly granted, including without limitation, the right at all times and for any purpose to go upon, cross and recross, at any place on grade or otherwise, said rights -of -way on the Property and to use the roads on said rights -of -way in a manner that will not unreasonably interfere with the rights granted to Grantee hereunder. Grantor may grant to third parties, upon such terms as it chooses, any or all of the rights reserved by it herein; provided, that use by such party shall be Page 1 of 8 REPSA Ex D Temporary Construction Easement -WEB 102910 FINAL doc subject to the terms and conditions of this agreement and shall not unreasonably interfere with the rights granted to Grantee hereunder. 3. Grantee's Operations. Grantee acknowledges that the easement area is the site of a former mill, and is subject to an Agreed Order with the Washington State Department of Ecology with respect to investigation of the environmental condition of the property. Grantee further acknowledges that investigations to date have disclosed the presence, or suspected presence, of contamination on, in, under and about the easement area. Grantee shall conduct its operations under this Agreement in a careful and reasonable manner, and shall be responsible for the safety of all persons using the easement on behalf of Grantee or at Grantee's request. Only City employees, authorized City contractors, required tribal monitors, and personnel of state, federal, and local agencies that have regulatory authority over the CSO project are permitted to access the Property under this Easement. Grantee shall perform all activities under this Easement in compliance with all applicable federal, state and local laws, regulations, rules, ordinances and codes. All persons using this Easement pursuant to this agreement shall do so at their own risk and at the expense of Grantee. Grantee shall be responsible for all costs and expenses relating to the activities conducted on the Easement by Grantee or its contractors and relating to compliance with the terms of this Easement, except as otherwise provided in the Construction Procedures set forth in Exhibit F to the Real Estate Purchase and Sale Agreement between the Grantor and the Grantee dated "the Purchase and Sale Agreement 4. Liens and Claims. Grantee will keep the Property free and clear from any liens of any nature in connection with Grantee's activities on the Property, including, without limitation, any liens arising out of any work performed or materials ordered or obligations incurred by or on behalf of Grantee, and hereby indemnifies and holds Grantor and the Property harmless from any liability from any such liens. In the event any lien is filed against the Property, or any portion of it, by any person claiming by, through or under Grantee, Grantee shall, upon request made by Grantor, at Grantee's expense, immediately cause the lien to be released of record. Grantee agrees to obtain full and irrevocable lien releases from all contractors for work done on the Property and to deliver them to Grantor promptly after completion of any work 5. Hold Harmless and Indemnity. (a) Grantee shall defend, indemnify and save Grantor, its affiliates, officers, directors, managers, employees, agents and contractors "Grantor Parties harmless from all liability, cost, damage and expense (including, but not limited to, reasonable attorneys' fees) in connection with all claims, suits and actions of every name, kind and description made or brought against Grantor Parties, or any of them by any person or entity as a result of or on account of actual or alleged injuries or damages to persons, entities or property received or sustained, in any way arising out of, in connection with, or as a result of, the exercise by Grantee, and /or its employees, agents, contractors and subcontractors of the rights granted in this Agreement, except, however, to the extent any such injury results from the negligence or intentional misconduct of Grantor or any of the Grantor Parties. The obligation of Grantee to indemnify Grantor pursuant to this paragraph shall survive the expiration and /or termination of this Agreement Page 2of8 REPSA Ex D Temporary Construction Easement -WEB 102910.FINAL doc (b) In compliance with RCW 4.24.115 as in effect on the date of this Agreement, all provisions of this Agreement pursuant to which Grantee agrees to indemnify Grantor against liability for damages arising out of bodily injury to persons or damage to property relative to the construction, alteration, repair, addition to, subtraction from, improvement to or maintenance of any building, road or other structure, project, development or improvement attached to land, including the Property (i) shall not apply to damages caused by or resulting from the sole negligence of Grantor, its agents or employees, and (ii) to the extent caused by or resulting from the concurrent negligence of Grantee and /or its agents or employees and Grantor and /or Grantor's agents or employees, shall apply only to the extent of Grantee's negligence; provided, however, that this paragraph shall automatically and without further act by either party to this Agreement be deemed amended so as to remove any of the restrictions contained in this paragraph that are no longer required by RCW 4.24.115 or its successor. (c) GRANTEE AND GRANTOR SPECIFICALLY AGREE THAT THE PROVISIONS OF THIS SECTION 5 ALSO APPLY TO ANY CLAIM OF INJURY OR DAMAGE TO THE PERSONS OR PROPERTY OF GRANTEE'S EMPLOYEES, AND GRANTEE ACKNOWLEDGES AND AGREES THAT AS TO SUCH CLAIMS, GRANTEE, WITH RESPECT TO GRANTOR, DOES HEREBY WAIVE ANY RIGHT OF IMMUNITY WHICH GRANTEE MAY HAVE UNDER INDUSTRIAL INSURANCE (TITLE 51 RCW AS AMENDED AND UNDER ANY SUBSTITUTE OR REPLACEMENT STATUTE). THIS WAIVER AND AGREEMENT WAS SPECIFICALLY NEGOTIATED BY GRANTOR AND GRANTEE AND IS SOLELY FOR THE BENEFIT OF GRANTOR, ITS SUCCESSORS AND ASSIGNS, AND IS NOT INTENDED AS A WAIVER OF GRANTEE'S RIGHTS OF IMMUNITY UNDER SAID INDUSTRIAL INSURANCE FOR ANY OTHER PURPOSE. 6. Repair of Damage. Grantee shall promptly repair or cause to be repaired, at its sole cost and expense, any damage to the Property resulting from Grantee's exercise of its rights under this Agreement. Grantee shall be responsible, at its sole cost, for cleanup and removal from the Property for all debris, trash or other material brought to and left on the Property by Grantee, its employees, agents or invitees. 7. Hazardous Substances. Notwithstanding any other provision of this Easement, Grantee shall not knowingly use, transport, store, treat, generate, sell or dispose of any Hazardous Substances on or in any manner that affects Grantor's property in violation of any Environmental Law. "Affects the Property" shall include but not be limited to allowing any hazardous substances into adjacent surface waters, soils, sediments, ground waters or air. (a) Compliance with Environmental Laws: Grantee shall, at its sole cost and expense, comply with all Environmental Laws that apply to its activities under this Easement, except as otherwise provided in Exhibit F to the Purchase and Sale Agreement. (b) Hold Harmless and Indemnity: Grantee shall defend, indemnify and hold Grantor and all Grantor Parties harmless from any loss, claim, fine or penalty to the extent arising from the Release of Hazardous Substances or any violation of Environmental Laws affecting Grantor's property as a result of the exercise by Grantee of its rights under the terms of this Easement, except for obligations of the Grantor under Page 3 of 8 REPSA Ex D Temporary Construction Easement -WEB 102910.FINAL doc Exhibit F to the Purchase and Sale Agreement, and subject to the provisions set forth in this Easement, including Section 5.b. Such obligation shall include, but shall not be limited to, environmental response and remedial costs, other cleanup costs, environmental consultants' fees, attorneys' fees, fines and penalties, laboratory testing fees, claims by third parties and governmental authorities for death, personal injuries, property damage, natural resource damages and any other costs. Grantee's obligations pursuant to this subparagraph shall survive expiration or other termination of this Easement. (c) Vacation of the Easement Area: Prior to vacation of the easement area, in addition to all other requirements under this Easement, Grantee shall remove any Hazardous Substances placed by it on the easement area during the term of this Easement, and shall demonstrate such removal to Grantor's satisfaction. (d) Definitions: "Environmental Laws" shall mean any federal, state or local environmental health, safety or similar laws, statutes, rules, regulations or ordinances presently in effect or which may be enacted during the term of this Easement, as such laws, statutes, rules, regulations and /or ordinances may be supplemented or amended from time to time, including but not limited to laws regarding the proper and lawful use, transportation, storage, treatment, generation, sale and disposal of Hazardous Substances on or in any manner that affects the easement area, the real property or the surrounding properties. "Hazardous Substances" shall mean any hazardous, toxic, dangerous or extremely hazardous substance, material or waste, including marine pollutants, marine toxics, and air toxics, which is or becomes regulated by the United States Government, the State of Washington, or any local governmental authority with jurisdiction over the Grantor's land located in Clallam County, Washington. The term includes, without limitation, any substance containing contaminants regulated as specified above. "Release" shall be defined as provided in 42 U.S.C. 9601 and RCW 70.105D.020, or successor legislation. In the event a conflict exists between the two definitions, the broader definition shall apply. For purposes of this Agreement, the term Release shall also include an anticipated Release. (e) Grantor's Responsibility. The Parties acknowledge that the easement area is part of a larger site on which the Grantor deposited Hazardous Substances while operating a pulp mill. The Grantor is liable for the Release of Hazardous Substances during the operation of the pulp mill. Nothing in this Agreement is intended in any way to transfer the Grantor's liability to the Grantee or to diminish the Grantor's liability. 8. Grantee's Permittees. Grantee may permit its respective contractors, permittees, licenses and their agents, hereinafter individually referred to herein as "Permittee" and collectively referred to as "Permittees," to exercise the rights granted to it herein. 9. Grantee's Insurance. Grantee represents that it is a member of a municipal self insurance pool. Grantee, at no expense to the Grantor, shall maintain and provide proof of membership in the Washington Cities Insurance Authority self insured coverage pool as a city member. When requested by Grantor, Grantee shall provide proof of membership in the Washington Cities Insurance Authority self insured coverage pool and the minimum limits provided by such membership. Page 4 of 8 REPSA Ex D Temporary Construction Easement -WEB 102910.FINAL.doc As to any liability of the Grantee incurred in the exercise of the rights granted by this Agreement, Grantee's self insurance shall be primary to any owned by Grantor. 10. Permittees' Insurance. Grantee shall, or shall require each of its Permittees, before using any of said Property for commercial purposes to: (a) Obtain and during the term of such use, maintain a policy of liability insurance insuring said Permittee against liability arising out of its operations, including use of vehicles. Minimum amounts of insurance shall be: General Liability $2,000,000 per occurrence Automobile Liability 500,000 per occurrence (b) Deliver to the Grantor a certificate from the insurer of said Permittee certifying that coverage in force is not less than the named amounts in paragraph (a), and that in the event of cancellation or modification of such coverage, the insurer will give each party hereto thirty (30) days written notice prior to any cancellation or modification. Rayonier Properties LLC shall be named as an additional insured party by their respective Permittees. 11. Taxes. To the extent Grantee is legally obligated to pay personal property taxes, Grantee shall pay all personal property taxes on Grantee's personal property that is located on the Property. Grantor shall be responsible for paying real property taxes on the Property. 12. Assianment. Grantee shall not assign its interest in this Easement without the prior written consent of Grantor. 13. Notices. All notices required or permitted by this easement or applicable law shall be in writing and shall be delivered (i) in person (by hand or by courier), (ii) by certified or registered U.S. Mail or U.S. Postal Service Express Mail, with postage prepaid, (iii) by Express Courier (overnight or better service) that maintains delivery records, or (iv) by facsimile transmission or electronic -mail (so long as a duplicate copy thereof is sent the same day by one of the other methods approved hereby), and shall be deemed sufficiently given if served in a manner specified herein. The initial addresses for notices to be given to the parties under this easement are as follows: To GRANTOR: To GRANTEE: REPSA Ex D Temporary Construction Easement -WEB 102910 FINAL.doc Rayonier Properties, LLC Attention: General Counsel Riverplace Tower, 23 Floor 1301 Riverplace Blvd. Jacksonville, FL 32207 Telephone: (904) 357 -9178 Facsimile: (904) 598 -2250 e-mail Michael.herman @rayonier.com City of Port Angeles Page 5 of 8 A party may, by written notice to the other, specify a different address for notice. Notice given by certified mail, return receipt requested or express courier is deemed given upon receipt or when delivery is refused. Notices given by facsimile or electronic mail are deemed given upon transmission so long as (a) reasonable evidence of transmission is obtained, and (b) such transmission occurs during business hours at the recipient's location (i.e., 8:00 a.m. to 5:00 p.m., Monday through Friday, legal holidays excepted) and the next business day thereafter if transmitted after such business hours. 14. Entire Agreement. This easement constitutes the complete agreement between the parties regarding the subject matter hereof and there are no other agreements written or oral. No amendment to this easement shall be effective unless done in writing and signed by both parties. 15. Severabilitv. If any term, covenant, condition or provision of this easement is held to be invalid, void, or unenforceable, the other terms of this easement shall remain in full force and shall in no way be affected, impaired, or invalidated. 16. Waiver. The waiver by one party of the performance of any covenant, term, or condition under this easement shall not invalidate this easement nor shall it be considered a waiver by it of any other covenant, term, or condition under this easement. IN WITNESS WHEREOF, the parties hereto have executed this instrument in duplicate, as of the day and year first above written. RAYONIER PROPERTIES, LLC By: Michael R. Herman Vice President General Counsel CITY OF PORT ANGELES By: Name: Title: REPSA Ex D Temporary Construction Easement -WEB 102910 FINAL.doc Attention: Bill Bloor City Attorney 321 East Fifth Street P.O. Box 1150 Port Angeles, WA 98362 -0217 Telephone: (360) 417 -4531 Facsimile: (360) 417 -4529 e -mail: WBloor @cityofpa.us Page 6 of 8 STATE OF FLORIDA COUNTY OF Duval STATE OF WASHINGTON COUNTY OF CLALLAM ss. On this day of 2011, I certify that I know or have satisfactory evidence that Michael R. Herman is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Vice President General Counsel of Rayonier Properties, LLC, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official seal the day and year first above written. ss. On this day of 2011, I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the of The City of Port Angeles, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official seal the day and year first above written. Page 7 of 8 REPSA Ex D Temporary Construction Easement -WEB 102910.FINAL doc Print Name: NOTARY PUBLIC in and for the State of Florida, residing at My Commission Expires Print Name: NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires Exhibit A Map of Easement location Page 8 of 8 REPSA Ex D Temporary Construction Easement -WEB 102910.FINAL doc 7.0 40'effr, -r '0 r. 4 '4 4 T- 4i3 o‘g NOP Iegend lampotaty constructOn easement Sale parcel_ 0.01e'r %tact 4 1 1", 5 v't 4 'fid4" e., i \34-200 21 4 50 6 eAtlibit VernP c onstruc tion easer location rn sheet i oi Map legend Temporary construction easement Rayon tract ['offal! Datum NAV!, 88 Honzonial Wren NAD 83 91 500 Feet Exhibit A Temp construction easement location map Sheet 2 of 2 AFTER RECORDING RETURN TO: Bill Bloor, City Attorney City of Port Angeles 321 East Fifth Street Port Angeles, WA 98362 -0217 EXHIBIT E BARGAIN AND SALE DEED Document Title: BARGAIN AND SALE DEED Reference Number of Related Documents: None Grantor: Rayonier Properties, LLC Grantee: City of Port Angeles Legal Description: See Exhibit A attached Assessor's Tax Parcel Number: The grantor, RAYONIER PROPERTIES, LLC, a Delaware limited liability company, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, bargains, sells and conveys to The CITY OF PORT ANGELES, a Washington municipal corporation, the real property described in Exhibit A attached hereto and by this reference made a part hereof. The above property is subject to easements, restrictions, reservations and encumbrances of record. DATED THIS day of 2011. RAYONIER PROPERTIES, LLC By: Its: STATE OF WASHINGTON COUNTY OF On this day of 2011, before me personally appeared to me known to be the of Rayonier Properties, LLC, the limited liability company that executed the foregoing instrument and acknowledged said instrument to be the free and voluntary act and deed of said company for the uses and purposes therein mentioned, and on oath, stated that he was authorized to execute said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. NOTARY PUBLIC in and for the State of Washington, Residing: Commission Expires: EXHIBIT F CONSTRUCTION PROCEDURES This Exhibit is intended to set out procedures to implement the terms of the Agreement. It is intended to be consistent with both the Agreement and the Materials Management Plan. In the event of any conflict, the applicable terms of the Agreement or the Materials Management Plan shall prevail over the terms of this Exhibit. Rayonier will designate a representative to participate in an initial construction workshop and follow on weekly meetings with the City and its contractors both before and during construction of the CSO project. Rayonier Properties, LLC will be responsible for: 1. Providing, not later than March 1, 2011, an evaluation of potential contaminants of concern that will need to be addressed under the Materials Management Plan for soils within the planned CSO excavation area identified as a result of Rayonier's remedial investigation of the Rayonier Tract, including a map or maps showing the areas where each contaminant is likely to be found and the analytical results of samples taken within each area; 2 Providing a timely evaluation of potential contaminants of concern in groundwater that may be encountered in planned excavation areas and determine whether the water can be discharged to the City's wastewater treatment plant "WWTP 3. Observation of excavation activities during construction of the CSO for conformance with the Materials Management Plan and for the presence of visibly contaminated soil (soil containing visible staining /discoloration, separate -phase hydrocarbons, etc.) and any unexpected conditions; 4 Providing roll -off containers for secure containment of visibly contaminated soil; 5 Characterization of visibly contaminated soil for off -site disposal; 6. Arranging and paying for transportation and disposal of visibly contaminated soil; 7. Designating where overexcavation is required, and informing the City as quickly as possible; 8. Setup and management of staging /stockpiling areas outside of the CSO project area for the following excavated material stockpiles and designating which material will be delivered to each stockpile: a. Likely uncontaminated "clean") soil; b. Potentially contaminated soil; and c. Wood, concrete, and other debris; Decontaminating of all equipment used to transport contaminated soils and groundwater when leaving the worksite; The City of Port Angeles will be responsible for: 1 0. Chemical characterization (sampling and analysis) of likely uncontaminated and potentially contaminated soil stockpiles to determine whether these materials can be reclassified as confirmed clean or confirmed contaminated; 11. Spreading confirmed clean soil (i.e., soil suitable for unrestricted reuse under MTCA) in designated areas on the mill property; 12. Securing confirmed contaminated soil (i.e., soil not suitable for unrestricted reuse under MTCA) the stockpiles described in 9 above and providing long -term control and maintenance to prevent runoff and leaching to the subsurface; 13. Arranging for storage, treatment and disposal of dewatering water if the water is not acceptable for disposal at the WWTP; 14 Arranging for disposal of separate -phase hydrocarbons, if encountered. 15. Rayonier will be considered the generator of all contaminated soil and groundwater that requires off site disposal generated during the construction project, and be responsible for compliance with all legal requirements for such off site disposal. 16. Rayonier will perform its responsibilities in a timely manner with the goal that construction of the project, once begun, will not be delayed. 1 Soil excavation and hauling to stockpiles per segregation instructions from Rayonier, referenced in Sections 4.0 and 5.0 of the Materials Management Plan as follows: a. The upper 2 feet of soil will be managed as potentially contaminated soil; b. Soil between 2 feet bgs and the final trench grade elevation will be managed according to the location/zone along the CSO alignment from which the soil is excavated, or according to results of pre construction sampling; c. When directed by Rayonier in conformance with the Materials Management Plan, visibly contaminated soil will be overexcavated vertically to a depth of up to 15 feet below ground surface (or, if groundwater is encountered in the excavation, to a depth of up to 2 feet below the water table) and laterally to a setback distance from the edge of the design pipeline trench equal to 1.5 times the depth of overexcavation; and d. Soil excavated outside of the design pipeline trench width will be replaced with soil suitable for unrestricted reuse under MTCA; Delivering excavated materials to staging areas and/or roll -off containers as directed by Rayonier; 3. Transferring water from dewatering operations to a designated on -site holding tank and then to the City WWTP in accordance with the Materials Management Plan; and 4 Archaeological monitoring during the project. The City will submit to Rayonier each month invoices, with documentation, showing amounts to the reimbursed. Rayonier will reimburse the City for such costs within thirty (30) days each monthly invoice is delivered to Rayonier. G:\ LEGAL \Rayonier \REPSA_Ex_F_Construction Procedures 110410 FINAL.doc EXHIBIT G UTILITY EASEMENTS THIS AGREEMENT, made and entered into the day of 2011, by and between RAYONIER PROPERTIES, LLC a Delaware limited liability company, herein called "Grantor," and the CITY OF PORT ANGELES, a Washington municipal corporation, herein called "Grantee." Witnesseth: Grantor hereby grants and conveys to Grantee, its successors and assigns, a permanent non exclusive easement upon, over and across Grantor's lands located in Clallam County. The easements are legally described in Parcel(s) on that survey recorded at Volume Page of Records of Clallam County, Washington, incorporated herein by this reference (hereafter the "Property A map showing the general location of the easement area is attached hereto as Exhibit A and by this reference incorporated herein. The easement conveyed hereunder is subject as to said lands to all matters of public record. This easement is granted for the purpose of allowing Grantee to construct, reconstruct, monitor, operate, repair, replace, modify, and maintain electric power lines and related equipment, water distribution lines and related equipment, and storm drain lines and related equipment for the purpose of providing electric, water, and storm drainage services to Grantee's municipal waste water treatment system. This easement is intended to benefit Grantee's property legally described in Parcel(s) on that survey recorded at Volume Page of Records of Clallam County, Washington, attached hereto and by this reference incorporated herein, and shall run with said lands. The parties hereby agree that the rights hereinabove granted hereunder shall be subject to the following terms and conditions: 1. Grantor's Reservation of Rights. Grantor reserves for itself, its successors and assigns all rights and privileges not expressly granted, including without limitation, the right at all times and for any purpose to go upon, cross and recross, at any place on grade or otherwise, said rights -of -way on lands owned by it and to use the roads on said rights -of -way in a manner that will not unreasonably interfere with the rights granted to Grantee hereunder. Grantor may grant to third parties, upon such terms as it chooses, any or all of the rights Page 1 of G \LEGAL \Rayonier \REPSA_Ex_G web_110110 redlined doc reserved by it herein; provided, that use by such party shall be subject to the terms and conditions of this agreement and shall not unreasonably interfere with the rights granted to Grantee hereunder. 2. Liens and Claims. Grantee will keep the Property free and clear from any liens of any nature in connection with Grantee's activities on the Property, including, without limitation, any liens arising out of any work performed or materials ordered or obligations incurred by or on behalf of Grantee, and hereby indemnifies and holds Grantor and the Property harmless from any liability from any such liens. In the event any lien is filed against the Property, or any portion of it, by any person claiming by, through or under Grantee, Grantee shall, upon request made by Grantor, at Grantee's expense, immediately cause the lien to be released of record. Grantee agrees to obtain full and irrevocable lien releases from all contractors for work done on the Property and to deliver them to Grantor promptly after completion of any work 3. Hold Harmless and Indemnity. (a) Grantee shall defend, indemnify and save Grantor, its affiliates, officers, directors, managers, employees, agents and contractors "Grantor Parties harmless from all liability, cost, damage and expense (including, but not limited to, reasonable attorneys' fees) in connection with all claims, suits and actions of every name, kind and description made or brought against Grantor Parties, or any of them by any person or entity as a result of or on account of actual or alleged injuries or damages to persons, entities or property received or sustained, in any way arising out of, in connection with, or as a result of, the exercise by Grantee, and /or its employees, agents, contractors and subcontractors of the rights granted in this Agreement, except, however, to the extent any such injury results from the negligence or intentional misconduct of Grantor or any of the Grantor Parties. The obligation of Grantee to indemnify Grantor pursuant to this paragraph shall survive the expiration and /or termination of this Agreement (b) In compliance with RCW 4.24.115 as in effect on the date of this Agreement, all provisions of this Agreement pursuant to which Grantee agrees to indemnify Grantor against liability for damages arising out of bodily injury to persons or damage to property relative to the construction, alteration, repair, addition to, subtraction from, improvement to or maintenance of any building, road or other structure, project, development or improvement attached to land, including the Property (i) shall not apply to damages caused by or resulting from the sole negligence of Grantor, its agents or employees, and (ii) to the extent caused by or resulting from the concurrent negligence of Grantee and /or its agents or employees and Grantor and /or Grantor's agents or employees, shall apply only to the extent of Grantee's negligence; provided, however, that this paragraph shall automatically and without further act by either party to this Page 2 of 7 G \LEGAL \Rayonier \REPSA_Ex_G web_110110 redlined doc Agreement be deemed amended so as to remove any of the restrictions contained in this paragraph that are no longer required by RCW 4.24.115 or its successor. (c) GRANTEE AND GRANTOR SPECIFICALLY AGREE THAT THE PROVISIONS OF THIS SECTION 3 ALSO APPLY TO ANY CLAIM OF INJURY OR DAMAGE TO THE PERSONS OR PROPERTY OF GRANTEE'S EMPLOYEES, AND GRANTEE ACKNOWLEDGES AND AGREES THAT AS TO SUCH CLAIMS, GRANTEE, WITH RESPECT TO GRANTOR, DOES HEREBY WAIVE ANY RIGHT OF IMMUNITY WHICH GRANTEE MAY HAVE UNDER INDUSTRIAL INSURANCE (TITLE 51 RCW AS AMENDED AND UNDER ANY SUBSTITUTE OR REPLACEMENT STATUTE). THIS WAIVER AND AGREEMENT WAS SPECIFICALLY NEGOTIATED BY GRANTOR AND GRANTEE AND IS SOLELY FOR THE BENEFIT OF GRANTOR, ITS SUCCESSORS AND ASSIGNS, AND IS NOT INTENDED AS A WAIVER OF GRANTEE'S RIGHTS OF IMMUNITY UNDER SAID INDUSTRIAL INSURANCE FOR ANY OTHER PURPOSE. 4. Repairs and Maintenance. Grantee shall be solely responsible for all repairs and maintenance of Grantee's power lines and equipment constructed or installed on the easement area. 5. Grantee's Permittees. Grantee may permit its respective contractors, licenses and their agents, hereinafter individually referred to herein as "Permittee" and collectively referred to as "Permittees," to exercise the rights granted to it herein. 6. Grantee's Insurance. Grantee represents that it is a member of a municipal self insurance pool. Grantee, at no expense to the Grantor, shall maintain and provide proof of membership in the Washington Cities Insurance Authority self insured coverage pool as a city member. When requested by Grantor, Grantee shall provide proof of membership in the Washington Cities Insurance Authority self insured coverage pool and the minimum limits provided by such membership. As to any liability of the Grantee incurred in the exercise of the rights granted by this Agreement, Grantee's self insurance shall be primary to any owned by Grantor. 7. Permittees' Insurance. Grantee shall, or shall require each of its Permittees, before using any of said Property for commercial purposes to: (a) Obtain and during the term of such use, maintain a policy of liability insurance insuring said Permittee against liability arising out of its operations, including use of vehicles Minimum amounts of insurance shall be: Page3of7 G \LEGAL \Rayonier \REPSA_Ex_G web_110110 redlined doc General Liability $2,000,000 per occurrence Automobile Liability 500,000 per occurrence (b) Deliver to the Grantor a certificate from the insurer of said Permittee certifying that coverage in force is not less than the named amounts in paragraph (a), and that in the event of cancellation or modification of such coverage, the insurer will give each party hereto thirty (30) days written notice prior to any cancellation or modification. Rayonier Properties LLC shall be named as an additional insured party by their respective Permittees. 8. Taxes. To the extent Grantee is legally obligated to pay personal property taxes, Grantee shall pay all personal property taxes on Grantee's personal property that is located on the Property. Grantor shall be responsible for paying real property taxes on the Property. 9. Abandonment and Termination. This easement shall terminate and the rights to the easement area shall revert to Grantor in the event the City fails to commence construction of the pipeline or other improvements related to the CSO project before January 1, 2014, or thereafter abandons the use of the easement for the purposes described herein for a period of three (3) consecutive years. 10. Notices. All notices required or permitted by this easement or applicable law shall be in writing and shall be delivered (i) in person (by hand or by courier), (ii) by certified or registered U.S. Mail or U.S. Postal Service Express Mail, with postage prepaid, (iii) by Express Courier (overnight or better service) that maintains delivery records, or (iv) by facsimile transmission or electronic -mail (so long as a duplicate copy thereof is sent the same day by one of the other methods approved hereby), and shall be deemed sufficiently given if served in a manner specified herein. The initial addresses for notices to be given to the parties under this easement are as follows: To GRANTOR: Page 4 of 7 G LEGAL\ Rayonier \REPSA_Ex_G_- web_110110 redlined doc Rayonier Properties, LLC Attention: General Counsel Riverplace Tower, 23 Floor 1301 Riverplace Blvd. Jacksonville, FL 32207 Telephone: (904) 357 -9178 Facsimile: (904) 598 -2250 e -mail: Michael.herman @rayonier.com To GRANTEE: City of Port Angeles Attention: Bill Bloor City Attorney 321 East Fifth Street P.O. Box 1150 Port Angeles, WA 98362 -0217 Telephone: (360) 417 -4531 Facsimile: (360) 417 -4529 e -mail: WBloor @cityofpa.us A party may, by written .notice to the other, specify a different address for notice. Notice given by certified mail, return receipt requested or express courier is deemed given upon receipt or when delivery is refused. Notices given by facsimile or electronic mail are deemed given upon transmission so long as (a) reasonable evidence of transmission is obtained, and (b) such transmission occurs during business hours at the recipient's location (i.e., 8:00 a.m. to 5:00 p.m., Monday through Friday, legal holidays excepted) and the next business day thereafter if transmitted after such business hours. 11. Entire Agreement. This easement constitutes the complete agreement between the parties regarding the subject matter hereof and there are no other agreements written or oral. No amendment to this easement shall be effective unless done in writing and signed by both parties. 12. Severabilitv. If any term, covenant, condition or provision of this easement is held to be invalid, void, or unenforceable, the other terms of this easement shall remain in full force and shall in no way be affected, impaired, or invalidated. 13. Waiver. The waiver by one party of the performance of any covenant, term, or condition under this easement shall not invalidate this easement nor shall it be considered a waiver by it of any other covenant, term, or condition under this easement. IN WITNESS WHEREOF, the parties hereto have executed this instrument in duplicate, as of the day and year first above written. RAYONIER PROPERTIES, LLC By: Michael R. Herman Vice President General Counsel Page5of7 G LEGAL \Rayonier \REPSA_Ex_G_- web_110110 redlined doc CITY OF PORT ANGELES By: Name: Title: Page 6 of 7 G \LEGAL \Rayonier \REPSA Ex G_- web_110110 redlined doc STATE OF FLORIDA COUNTY OF Duval ss. On this day of 2011, I certify that I know or have satisfactory evidence that Michael R. Herman is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Vice President and General Counsel of Rayonier Properties, LLC, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official seal the day and year first above written. STATE OF WASHINGTON COUNTY OF CLALLAM ss. 2011, I certify that I know or have satisfactory is the person who appeared before me, and signed this instrument, on oath stated that he was instrument and acknowledged it as the of The City of Port Angeles, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. On this day of evidence that said person acknowledged that he authorized to execute the IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official seal the day and year first above written. Exhibit A Map of Easement location G \LEGAL \Rayonier \REPSA_Ex_G web_110110 redlined doc Print Name: NOTARY PUBLIC in and for the State of Florida, residing at My Commission Expires Print Name: NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires Page7of7 s map kege ublity ea s°1eille Eiectn GO Elect no sate tact c RaVon' bound ctty Se .i.f 1V4/4. '444.Z V; °1 trj -veloKs 1(1) 8$ e mut N 999 w 9/ lianzoolot DOW 50 Feet egbibit P1/4 v loc a ttt:tni .t 2 eaS or C Pr shee ma p legend UtIllty easements tratnag 1 -2:3 etectnc electnc water Rayorner tract t a ot A V) Vet ut,al N A!) 33 9 I tiormmull Dattini Feet Exhibit lk e aseme nts lot G60 prole location rnai „ev Sheet 2 ol EXHIBIT G 1 UTILITY EASEMENTS THIS AGREEMENT, made and entered into the day of 2011, by and between RAYONIER PROPERTIES, LLC a Delaware limited liability company, herein called "Grantor," and the CITY OF PORT ANGELES, a Washington municipal corporation, herein called "Grantee." Witnesseth: Grantor hereby grants and conveys to Grantee, its successors and assigns, a permanent non exclusive easement upon, over and across Grantor's lands located in Clallam County, Washington. The easements are legally described in Parcel(s) on that survey recorded at Volume Page of Records of Clallam County, Washington, incorporated herein by this reference (hereafter the "Property A map showing the general location of the easement area is attached hereto as Exhibit A and by this reference incorporated herein. This easement is granted for the purpose of allowing Grantee and the Grantee's permittees to construct, reconstruct, monitor, operate, repair, replace, modify, and maintain storm drainage lines, facilities, and related structures and equipment. The parties intend this easement to be an easement in gross which is not appurtenant to and does not run with any particular parcel of land and is not assignable by Grantee. Furthermore, this easement does not create any rights in the general public. The parties hereby agree that the rights hereinabove granted hereunder shall be subject to the following terms and conditions: 1. Grantor's Reservation of Rights. Grantor reserves for itself, its successors and assigns all rights and privileges not expressly granted, including without limitation, the right at all times and for any purpose to go upon, cross and recross, at any place on grade or otherwise, said rights -of -way on the Property and to use the roads on said rights -of -way in a manner that will not unreasonably interfere with the rights granted to Grantee hereunder. Grantor may grant to third parties, upon such terms as it chooses, any or all of the rights reserved by it herein; provided, that use by such party shall be subject to the terms and conditions of this agreement and shall not unreasonably interfere with the rights granted to Grantee hereunder. 2. Liens and Claims. Grantee will keep the Property free and clear from any liens of any nature in connection with Grantee's activities on the Property, including, without limitation, any liens arising out of any work performed or materials ordered or obligations incurred by or on behalf of Grantee, and hereby Page 1 of 7 REPSA Ex G 1 Utility Easements -web 102910 FINAL.doc indemnifies and holds Grantor and the Property harmless from any liability from any such liens. In the event any lien is filed against the Property, or any portion of it, by any person claiming by, through or under Grantee, Grantee shall, upon request made by Grantor, at Grantee's expense, immediately cause the lien to be released of record. Grantee agrees to obtain full and irrevocable lien releases from all contractors for work done on the Property and to deliver them to Grantor promptly after completion of any work 3. Hold Harmless and Indemnity. (a) Grantee shall defend, indemnify and save Grantor, its affiliates, officers, directors, managers, employees, agents and contractors "Grantor Parties harmless from all liability, cost, damage and expense (including, but not limited to, reasonable attorneys' fees) in connection with all claims, suits and actions of every name, kind and description made or brought against Grantor Parties, or any of them by any person or entity as a result of or on account of actual or alleged injuries or damages to persons, entities or property received or sustained, in any way arising out of, in connection with, or as a result of, the exercise by Grantee, and /or its employees, agents, contractors and subcontractors of the rights granted in this Agreement, except, however, to the extent any such injury results from the negligence or intentional misconduct of Grantor or any of the Grantor Parties. The obligation of Grantee to indemnify Grantor pursuant to this paragraph shall survive the expiration and /or termination of this Agreement (b) In compliance with RCW 4.24.115 as in effect on the date of this Agreement, all provisions of this Agreement pursuant to which Grantee agrees to indemnify Grantor against liability for damages arising out of bodily injury to persons or damage to property relative to the construction, alteration, repair, addition to, subtraction from, improvement to or maintenance of any building, road or other structure, project, development or improvement attached to land, including the Property (i) shall not apply to damages caused by or resulting from the sole negligence of Grantor, its agents or employees, and (ii) to the extent caused by or resulting from the concurrent negligence of Grantee and /or its agents or employees and Grantor and /or Grantor's agents or employees, shall apply only to the extent of Grantee's negligence; provided, however, that this paragraph shall automatically and without further act by either party to this Agreement be deemed amended so as to remove any of the restrictions contained in this paragraph that are no longer required by RCW 4.24.115 or its successor. (c) GRANTEE AND GRANTOR SPECIFICALLY AGREE THAT THE PROVISIONS OF THIS SECTION 3 ALSO APPLY TO ANY CLAIM OF INJURY OR DAMAGE TO THE PERSONS OR PROPERTY OF GRANTEE'S EMPLOYEES, AND GRANTEE ACKNOWLEDGES AND AGREES THAT AS TO SUCH CLAIMS, GRANTEE, WITH RESPECT TO GRANTOR, DOES HEREBY WAIVE ANY RIGHT OF IMMUNITY WHICH GRANTEE MAY HAVE UNDER INDUSTRIAL INSURANCE (TITLE 51 RCW AS AMENDED AND UNDER ANY REPSA Ex G 1 Utility Easements -web 102910.FINAL doc Page 2 of 7 SUBSTITUTE OR REPLACEMENT STATUTE). THIS WAIVER AND AGREEMENT WAS SPECIFICALLY NEGOTIATED BY GRANTOR AND GRANTEE AND IS SOLELY FOR THE BENEFIT OF GRANTOR, ITS SUCCESSORS AND ASSIGNS, AND IS NOT INTENDED AS A WAIVER OF GRANTEE'S RIGHTS OF IMMUNITY UNDER SAID INDUSTRIAL INSURANCE FOR ANY OTHER PURPOSE. 4. Repairs and Maintenance. Grantee shall be solely responsible for all repairs and maintenance of Grantee's power lines and equipment constructed or installed on the easement area. 5. Grantee's Permittees. Grantee may permit its respective contractors, licenses and their agents, hereinafter individually referred to herein as "Permittee" and collectively referred to as "Permittees," to exercise the rights granted to it herein. 6. Grantee's Insurance. Grantee represents that it is a member of a municipal self insurance pool. Grantee, at no expense to the Grantor, shall maintain and provide proof of membership in the Washington Cities Insurance Authority self insured coverage pool as a city member. When requested by Grantor, Grantee shall provide proof of membership in the Washington Cities Insurance Authority self insured coverage pool and the minimum limits provided by such membership. As to any liability of the Grantee incurred in the exercise of the rights granted by this Agreement, Grantee's self insurance shall be primary to any owned by Grantor. 7. Permittees' Insurance. Grantee shall, or shall require each of its Permittees, before using any of the Property for commercial purposes to: (a) Obtain and during the term of such use, maintain a policy of liability insurance insuring said Permittee against liability arising out of its operations, including use of vehicles. Minimum amounts of insurance shall be: REPSA Ex G 1 Utility Easements -web 102910 FINAL doc General Liability $2,000,000 per occurrence Automobile Liability 500,000 per occurrence (b) Deliver to the Grantor a certificate from the insurer of said Permittee certifying that coverage in force is not less than the named amounts in paragraph (a), and that in the event of cancellation or modification of such coverage, the insurer will give each party hereto thirty (30) days written notice prior to any cancellation or modification. Rayonier Properties, LLC shall be named as an additional insured party by their respective Permittees. Page 3 of 7 8. Taxes. To the extent Grantee is legally obligated to pay personal property taxes, Grantee shall pay all personal property taxes on Grantee's personal property that is located on the Property. Grantor shall be responsible for paying real property taxes on the Property. 9. Abandonment and Termination. This easement shall terminate and the rights to the easement area shall revert to Grantor in the event the City fails to commence construction of the pipeline or other improvements related to the CSO project before January 1, 2014, or thereafter abandons the use of the easement for the purposes described herein for a period of three (3) consecutive years. 10. Notices. All notices required or permitted by this easement or applicable law shall be in writing and shall be delivered (i) in person (by hand or by courier), (ii) by certified or registered U.S. Mail or U.S. Postal Service Express Mail, with postage prepaid, (iii) by Express Courier (overnight or better service) that maintains delivery records, or (iv) by facsimile transmission or electronic -mail (so long as a duplicate copy thereof is sent the same day by one of the other methods approved hereby), and shall be deemed sufficiently given if served in a manner specified herein. The initial addresses for notices to be given to the parties under this easement are as follows: To GRANTOR: To GRANTEE: REPSA Ex G 1 Utility Easements -web 102910.FINAL doc Rayonier Properties, LLC Attention: General Counsel Riverplace Tower, 23 Floor 1301 Riverplace Blvd. Jacksonville, FL 32207 Telephone: (904) 357 -9178 Facsimile: (904) 598 -2250 e -mail: Michael.hermanaravonier.com City of Port Angeles Attention: Bill Bloor City Attorney 321 East Fifth Street P.O. Box 1150 Port Angeles, WA 98362 -0217 Telephone: (360) 417 -4531 Facsimile: (360) 417 -4529 e -mail: WBloor @cityofpa.us A party may, by written notice to the other, specify a different address for notice. Notice given by certified mail, return receipt requested or express courier is deemed given upon receipt or when delivery is refused. Notices given by facsimile or electronic mail are deemed given upon transmission so long as Page 4 of 7 (a) reasonable evidence of transmission is obtained, and (b) such transmission occurs during business hours at the recipient's location (i.e., 8:00 a.m. to 5:00 p.m., Monday through Friday, legal holidays excepted) and the next business day thereafter if transmitted after such business hours. 11. Entire Agreement. This easement constitutes the complete agreement between the parties regarding the subject matter hereof and there are no other agreements written or oral. No amendment to this easement shall be effective unless done in writing and signed by both parties. 12. Severabilitv. If any term, covenant, condition or provision of this easement is held to be invalid, void, or unenforceable, the other terms of this easement shall remain in full force and shall in no way be affected, impaired, or invalidated. 13. Waiver. The waiver by one party of the performance of any covenant, term, or condition under this easement shall not invalidate this easement nor shall it be considered a waiver by it of any other covenant, term, or condition under this easement. IN WITNESS WHEREOF, the parties hereto have executed this instrument in duplicate, as of the day and year first above written. RAYONIER PROPERTIES, LLC By: Michael R. Herman Vice President General Counsel CITY OF PORT ANGELES By: Name: Title: REPSA Ex G 1 Utility Easements -web 102910 FINAL doc Page5of7 STATE OF FLORIDA COUNTY OF Duval COUNTY OF CLALLAM ss. On this day of 2011, I certify that I know or have satisfactory evidence that Michael R. Herman is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Vice President General Counsel of Rayonier Properties, LLC, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official seal the day and year first above written. STATE OF WASHINGTON ss. Print Name: NOTARY PUBLIC in and for the State of Florida, residing at My Commission Expires On this day of 2011, I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the of The City of Port Angeles, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official seal the day and year first above written. Print Name: NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires map l Manage easement sele parc R *ra bound,ri A 44,11'.4 7414!:" 4 it 13 S' M ,G 1, C ,4; t i 47sr ,r' stE: 0 A j fli,. cl'' t--;': j c u ,f l c. 4,,.q t. I t 500 F eat Exhibit Utility easemen for City benett location map EXHIBIT H RAYONIER'S REMEDIATION EASEMENT THIS REMEDIATION EASEMENT AGREEMENT "Easement Agreement is made and entered into the day of 2011, by and between the CITY OF PORT ANGELES, a Washington municipal corporation, herein called "Grantor," and RAYONIER PROPERTIES, LLC, a Delaware limited liability company, herein called "Grantee." Witnesseth: Grantee has sold to Grantor certain real property described in Exhibit A (the "Property pursuant to a Real Estate Purchase and Sale Agreement dated (the "Agreement Pursuant to the terms of the Agreement, Grantee remains responsible for certain environmental remediation obligations on the Property. This temporary easement is intended to allow Grantee to carry out its remediation obligations on the Property. Grantor hereby grants and conveys to Grantee, a temporary non exclusive easement upon, over and across Grantor's lands located in Clallam County, Washington, and legally described in Parcel(s) on that survey recorded at Volume Page of Records of Clallam County, Washington, attached hereto, which is incorporated herein by this reference, for the sole purpose of allowing Grantee access to the Property to conduct its remediation obligations under the Agreement "Remediation Work at the Property, subject to the terms of this Easement Agreement. The easement conveyed hereunder is subject as to said lands to all matters of public record. The parties intend this easement to be an easement in gross which is not appurtenant to any particular parcel of land. The parties hereby agree that the rights hereinabove granted hereunder shall be subject to the following terms and conditions: 1. Term. This Easement Agreement shall commence on the date of this document stated above and shall terminate when Grantee receives written notice from the Washington State Department of Ecology "Ecology that it has completed the construction portion of its obligations to remediate the Property under Washington law. Grantor agrees to sign and deliver to Grantee a Release of Easement within thirty (30) days of issuance of the above written notice from Ecology. Further, upon issuance of the above written notice from Ecology, and Page 1 of 7 G LEGAL \Rayonier \REPSA_Ex_H_- WEB_110110 redlined doc following lapse of the above thirty (30) day period, Grantee unconditionally delegates to Grantor the right to file, in its discretion, a Notice of Release of Easement, which may include Ecology's written notice letter as an attachment. 2. Prior Notice. At least ten (10) days prior to the intended commencement of any Remediation Work on the Property, Grantee shall notify Grantor of its intent to perform such Remediation Work, the nature of the Remediation Work to be performed, the schedule for the performance of such Remediation Work, the persons who are to perform such Remediation Work, and the equipment to be used in performance of such Remediation Work. Grantee shall make such modification to the proposed schedule and manner of performing the Remediation Work as are necessary to avoid disruption of Grantor. Notice shall be given to Grantor as provided in Section 13, below. 3. Care of Grantor's Property; Compliance with Applicable Laws. While performing the Remediation Work, Grantee shall use its best efforts to avoid any physical damage to personal or real property on the Property, including property in the possession of Grantor. Grantee agrees to promptly repair or restore any personal or real property on the Property that is damaged in the performance of the Remediation Work; provided, however, that Grantee and its agents and contractors on the Property shall not have any such obligation to the extent such damage is caused by the negligence of Grantor. Grantee shall comply with all applicable laws in exercising its rights under this Easement Agreement and performing the Remediation Work at the Property. 4. Grantor's Reservation of Riahts: Non Interference. Grantor reserves for itself, its successors and assigns all rights and privileges not expressly granted, including without limitation, the right at all times and for any purpose to use, go upon, cross and recross, at any place on said Property. Grantee shall exercise its rights under this Easement Agreement to access the Property and perform the Remediation Work in such a manner as to not unreasonably interfere with Grantor's normal activities at the Property, including, but not limited to, Grantor's construction and maintenance of Grantor's CSO project, and any other reasonable and normal use by Grantor. Grantor may grant to third parties, upon such terms as it chooses, any or all of the rights reserved by it herein; provided, that use by such party shall be subject to the terms and conditions of this agreement and shall not unreasonably interfere with the rights granted to Grantee hereunder. 5. Grantee's Environmental Liability. Grantee shall comply with its obligations under the Agreement while fulfilling remediation obligations on the Property. Page 2 of7 G \LEGAL \Rayonier \REPSA_Ex_H WEB_110110 redlined doc 6. Liens and Claims. Grantee will keep the Property free and clear from any liens of any nature in connection with Grantee's activities on the Property, including, without limitation, any liens arising out of any work performed or materials ordered or obligations incurred by or on behalf of Grantee, and hereby indemnifies and holds Grantor and the Property harmless from any liability from any such liens. In the event any lien is filed against the Property, or any portion of it, by any person claiming by, through or under Grantee, Grantee shall, upon request made by Grantor, at Grantee's expense, immediately cause the lien to be released of record. Grantee agrees to obtain full and irrevocable lien releases from all contractors for work done on the Property and to deliver them to Grantor promptly after completion of any work 7. Hold Harmless and Indemnity. (a) Grantee shall defend, indemnify and save Grantor, its affiliates, officers, directors, managers, employees, agents and contractors "Grantor Parties harmless from all liability, cost, damage and expense (including, but not limited to, reasonable attorneys' fees) in connection with all claims, suits and actions of every name, kind and description made or brought against Grantor Parties, or any of them by any person or entity as a result of or on account of actual or alleged injuries or damages to persons, entities or property received or sustained, in any way arising out of, in connection with, or as a result of, the exercise by Grantee, and /or its employees, agents, contractors and subcontractors of the rights granted in this Agreement, except, however, to the extent any such injury results from the negligence or intentional misconduct of Grantor or any of the Grantor Parties. The obligation of Grantee to indemnify Grantor pursuant to this paragraph shall survive the expiration and /or termination of this Agreement (b) In compliance with RCW 4.24.115 as in effect on the date of this Agreement, all provisions of this Agreement pursuant to which Grantee agrees to indemnify Grantor against liability for damages arising out of bodily injury to persons or damage to property relative to the construction, alteration, repair, addition to, subtraction from, improvement to or maintenance of any building, road or other structure, project, development or improvement attached to land, including the Property (1) shall not apply to damages caused by or resulting from the sole negligence of Grantor, its agents or employees, and (ii) to the extent caused by or resulting from the concurrent negligence of Grantee and /or its agents or employees and Grantor and /or Grantor's agents or employees, shall apply only to the extent of Grantee's negligence; provided, however, that this paragraph shall automatically and without further act by either party to this Agreement be deemed amended so as to remove any of the restrictions contained in this paragraph that are no longer required by RCW 4.24.115 or its successor. (c) GRANTEE AND GRANTOR SPECIFICALLY AGREE THAT THE PROVISIONS OF THIS SECTION 7 ALSO APPLY TO ANY CLAIM OF INJURY Page 3 of 7 G LEGAL \Rayonier \REPSA_Ex_H_ WEB_110110 redlined doc OR DAMAGE TO THE PERSONS OR PROPERTY OF GRANTEE'S EMPLOYEES, AND GRANTEE ACKNOWLEDGES AND AGREES THAT AS TO SUCH CLAIMS, GRANTEE, WITH RESPECT TO GRANTOR, DOES HEREBY WAIVE ANY RIGHT OF IMMUNITY WHICH GRANTEE MAY HAVE UNDER INDUSTRIAL INSURANCE (TITLE 51 RCW AS AMENDED AND UNDER ANY SUBSTITUTE OR REPLACEMENT STATUTE). THIS WAIVER AND AGREEMENT WAS SPECIFICALLY NEGOTIATED BY GRANTOR AND GRANTEE AND IS SOLELY FOR THE BENEFIT OF GRANTOR, ITS SUCCESSORS AND ASSIGNS, AND IS NOT INTENDED AS A WAIVER OF GRANTEE'S RIGHTS OF IMMUNITY UNDER SAID INDUSTRIAL INSURANCE FOR ANY OTHER PURPOSE. 8. Repair of Damaae. Grantee shall promptly repair or cause to be repaired, at its sole cost and expense, any damage to the Property resulting from Grantee's exercise of its rights under this Agreement. Grantee shall be responsible, at its sole cost, for cleanup and removal from the Property for all debris, trash or other material brought to and left on the Property by Grantee, its employees, agents or invitees. 9. Grantee's Permittees. Grantee may permit its respective contractors, licenses and their agents, hereinafter individually referred to herein as "Permittee" and collectively referred to as "Permittees," to exercise the rights granted to it herein. 10. Insurance. Grantee shall, or shall require each of its Permittees, before using any of said Propertyfor any purpose(s) to: (a) Obtain and during the term of such use, maintain a policy of liability insurance insuring Grantee and anysaid Permittee against liability arising out of its operations, including use of vehicles. Minimum amounts of insurance shall be: General Liability $2,000,000 per occurrence Automobile Liability 500,000 per occurrence (b) Deliver to the Grantor a certificate from the insurer of Grantor and any Permittee certifying that coverage in force is not Tess than the named amounts in paragraph (a), and that in the event of cancellation or modification of such coverage, the insurer will give each party hereto thirty (30) days written notice prior to any cancellation or modification. The City of Port Angeles shall be named as an additional insured party by their respective Permittees. As to any liability of the Grantee incurred in the exercise of the rights granted by this Agreement, Grantee's insurance shall be primary to any owned by the Grantor. Page 4 of 7 G LEGAL \Rayonier \REPSA_Ex_H_- WEB_110110.redlined doc 11. Taxes. To the extent Grantee is legally obligated to pay personal property taxes, Grantee shall pay all personal property taxes on Grantee's personal property that is located on the Property. Grantor shall be responsible for paying real property taxes on the Property. 12. Assignment. Grantee shall not assign its interest in this easement or Easement Agreement without the prior written consent of Grantor. 13. Notices. All notices required or permitted by this Easement Agreement or applicable law shall be in writing and shall be delivered (i) in person (by hand or by courier), (ii) by certified or registered U.S. Mail or U.S. Postal Service Express Mail, with postage prepaid, (iii) by Express Courier (overnight or better service) that maintains delivery records, or (iv) by facsimile transmission or electronic -mail (so long as a duplicate copy thereof is sent the same day by one of the other methods approved hereby), and shall be deemed sufficiently given if served in a manner specified herein. The initial addresses for notices to be given to the parties under this easement are as follows: 1 1 To GRANTEE: To GRANTOR: Page 5 of 7 G \LEGAL \Rayonier \REPSA_Ex_H WEB_110110 redlined doc Rayonier Properties, LLC Attention: General Counsel Riverplace Tower, 23 Floor 1301 Riverplace Blvd. Jacksonville, FL 32207 Telephone: (904) 357 -9178 Facsimile: (904) 598 -2250 e -mail: Michael.herman @rayonier.com City of Port Angeles Attention: Bill Bloor City Attorney 321 East Fifth Street P.O. Box 1150 Port Angeles, WA 98362 -0217 Telephone: (360) 417 -4531 Facsimile: (360) 417 -4529 1 e -mail: WBloor @cityofpa.us A party may, by written notice to the other, specify a different address for notice. Notice given by certified mail, return receipt requested or express courier is deemed given upon receipt or when delivery is refused Notices given by facsimile or electronic mail are deemed given upon transmission so long as (a) reasonable evidence of transmission is obtained, and (b) such transmission occurs during business hours at the recipient's location (i.e., 8:00 a.m. to 5:00 p.m., Monday through Friday, legal holidays excepted) and the next business day thereafter if transmitted after such business hours. 14. Entire Agreement. This Easement Agreement constitutes the complete agreement between the parties regarding the subject matter hereof and there are no other agreements written or oral. No amendment to this Easement Agreement shall be effective unless done in writing and signed by both parties. 15. Severabilitv. If any term, covenant, condition or provision of this Easement Agreement is held to be invalid, void, or unenforceable, the other terms of this Easement Agreement shall remain in full force and shall in no way be affected, impaired, or invalidated. 16. Waiver. The waiver by one party of the performance of any covenant, term, or condition under this Easement Agreement shall not invalidate this easement nor shall it be considered a waiver by it of any other covenant, term, or condition under this easement. IN WITNESS WHEREOF, the parties hereto have executed this instrument in duplicate, as of the day and year first above written. RAYONIER PROPERTIES, LLC By: CITY OF PORT ANGELES By: Name: Title: Michael R. Herman Vice President General Counsel Page 6 of 7 G LEGAL \Rayonier \REPSA_Ex_H_- WEB_110110 redlined doc STATE OF FLORIDA COUNTY OF Duval On this day of 2011, I certify that I know or have satisfactory evidence that Michael R. Herman is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Vice President General Counsel of Rayonier Properties, LLC, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official seal the day and year first above written. STATE OF WASHINGTON ss. ss. COUNTY OF CLALLAM Print Name: NOTARY PUBLIC in and for the State of Florida, residing at My Commission Expires On this day of 2011, I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the of The City of Port Angeles, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official seal the day and year first above written. G \LEGAL \Rayorner \REPSA_Ex_H WEB_110110 redlined doc Print Name: NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires Exhibit A Property Description Page 7 of 7 Map legend Trail easement New trail Old trail Sale parcel Rayonrer tract cr ncal lhmna AID 88 Horan I Danrm =N41)83 500 Feet Exhibit Trail easement location map Sheet 1 of 2 Map legend Trail easement New trail Old trail Vey ncal Data NAT'H 88 Honzarord Damon WAD 8391 500 Feet Exhibit Trail easement location map Sheet 2 of 2