HomeMy WebLinkAboutThompson Development, LLC - License Agreement After recording return to:
Velikanje Halverson, PC
Attn: Mark E. Fickes
P.O. Box 22550
Yakima, WA 98907
LICENSE AGREEMENT
Grantor(s): CITY OF YAKIMA
Grantee(s): THOMPSON DEVELOPMENT, LLC
Abbreviated Legal Description: Ptn S 27; T 13 N, R 18 EWM
Complete legal description is on pages 7 and 8 of this document
Assessor's Tax Parcel ID No.: 181327 - 24028; 181327- 24019; 181327 -24020
THIS LICENSE AGRE MENT ( "Agreement ") is made and entered into this
a2- ti day of . '::. _ '.:
, between THOMPSON DEVELOPMENT, LLC, a
Washington Limited Liability Company ( "Licensee "), and THE CITY OF YAKIMA, a
Washington municipal corporation ( "Licensor"). Licensor and Licensee are referred
to herein each individually as a "Party" and collectively as the "Parties."
RECITALS
A. Licensor is the owner of that certain real property in Yakima County,
Washington, which is described in Exhibit A, which is attached hereto and, by this
reference, incorporated herein as if set forth in full (the "Trolley Properly").
B. Licensee is the owner of that certain real property in Yakima County,
Washington, which is described in Exhibit B, which is attached hereto and, by this
reference, incorporated herein as if set forth in full (the "Thompson Property ").
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C. The Trolley Property is a strip of land approximately twenty -one and
one -half (21%) feet wide, located directly north of Nob Hill Boulevard, which
separates the Thompson Property from Nob Hill Boulevard and, essentially, serves
as the Thompson Property's Nob Hill Boulevard frontage.
D. The Trolley Property was formerly part of a strip of land that was the
bed for a system of trolley tracks. Licensor may, at some point in the future, elect to
use the Trolley Property as part of an active transportation corridor, utility corridor, or
pedestrian /bicycle pathway system.
E. The Parties both desire to: (1) facilitate the public's access to the
Thompson Property from Nob Hill Boulevard across the Trolley Property, which will
enable Licensee to develop the Thompson Property; (2) facilitate Licensee's use of
the Trolley Property for landscaping and parking, which will enable Licensee to
develop the Thompson Property; and (3) facilitate Licensor's development of the
Trolley Property as part of an active transportation corridor, utility corridor, or
recreational pathway system (if Licensor elects to make such use of the Trolley
Property in the future). As such, the Parties desire to enter into this Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Grant of Use License. Licensor hereby grants to Licensee, its
successors, assigns, agents, servants, independent contractors, and invitees a non-
exclusive license, subject to the terms of this Agreement, upon, over and across the
Trolley Properly for the purpose of parking, landscaping, and ingress to and egress
from the Thompson Property (the "Use License "). "Ingress to" and "egress from"
means that the Licensee, its successors, assigns, agents, servants, independent
contractors, and invitees may (afoot or in /on vehicles) go upon, over, and across the
Trolley Property. Licensee hereby acknowledges that Licensor may, at some point in
the future, develop the Trolley Property as part of an active transportation corridor,
utility corridor, or recreational pathway. Licensor agrees not to unreasonably
interfere with Licensee's use of the Trolley Property under this Agreement; provided,
however, Licensor may interfere as reasonably necessary to facilitate the
development of the Trolley Property as part of a transportation corridor, utility
corridor, or recreational pathway. In the event Licensor elects to develop the Trolley
Property for transportation, utility corridor, or recreational pathway, Licensor may
terminate this Agreement in accordance with Section 5. In the event that this
Agreement is terminated, Licensee shall not be required to remove its improvements,
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if any, to the Trolley Property or restore the Trolley Property to the condition it was in
prior to this Agreement.
2. Grant of Construction and Maintenance License. Licensor hereby
grants to Licensee, its successors, assigns, agents, servants, independent
contractors, and invitees a non - exclusive license, subject to the terms of this
Agreement, upon, over, and across the Trolley Property for the purpose of, as
applicable, constructing, installing, reconstructing, replacing, repairing, and
maintaining a parking lot, a driveway, and landscaping between the Thompson
Property and Nob Hill Boulevard (the "Construction and Maintenance License ").
3. Indemnification of Licensor. Licensee shall indemnify, defend, and hold
Licensor harmless from and against any and all liability, Toss, cost, expense, or
damage of any kind or character, from claims, demands, costs, judgments, or other
expenses of any kind (including attorneys' fees and expenses) arising out of
Licensee's use or operations on the Trolley Property.
4. Title. Licensee acknowledges that Licensor is the fee simple owner of
the Trolley Property and hereby agrees never to pursue a claim of fee ownership,
under a theory of adverse possession or otherwise, as to the Trolley Property or any
portion thereof.
5. Termination. This Agreement, the Use License, and the Construction
and Maintenance License shall continue in full force and effect until terminated by
one of the Parties giving written notice to the other Party of its intention to terminate
this Agreement, including the Use License and the Construction and Maintenance
License. The aforementioned notice shall be given not less than thirty (30) days prior
to the effective date of the termination.
6. Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the Parties relating to the subject matter herein and merges all prior
discussions between them. There are no representations, warranties, covenants, or
undertakings other than those expressly set forth herein. No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement,
shall be effective unless in writing signed by the Party to be charged.
7. Headings. Headings in this Agreement are for convenience only and
shall not be used to interpret or construe its provisions.
8. Non - Assignability and Binding Effect. Neither this Agreement nor
Licensee's rights and obligations hereunder are assignable or sublicenseable by
Licensee, by operation of law or otherwise, without Licensor's prior written consent.
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iri wok! is IICDON A f'. A(; $49.00 Yakima Co, WR
Subject to the foregoing, this Agreement shall be binding upon, and shall inure to the
benefit of, the representatives, successors, heirs, and assigns of the Parties hereto.
9. Notices. Whenever a Party to this Agreement is required or permitted
under this Agreement to provide the other Party with any notice, request, demand,
consent or approval ( "Notices "), the Notices will be given in writing and will be
delivered to the other Party at the address or facsimile number set forth below:
(a) personally; (b) by a reputable overnight courier service; (c) by certified mail,
postage prepaid, return receipt requested; or (d) by facsimile transmission. Either
Party may change its address for Notices by written notice to the other Party
delivered in the manner set forth above. Notices will be deemed to have been duly
given: (1) on the date personally delivered; (ii) one (1) business day after delivery to
an overnight courier service with next -day service requested; (iii) on the third (3
business day after mailing, if mailed using certified mail; or (iv) on the date sent when
delivered by facsimile (so long as the sender receives electronic confirmation of
receipt and a copy of the Notice is sent by one of the other means permitted
hereunder on or before the next business day).
IF TO LICENSEE: Thompson Development, LLC
Attn: Derek C. Thompson
2100 South 14 Street
Union Gap, WA 98903
Telephone: (509) 457 -6300
Facsimile: (509) 248 -7438
With a copy to: Velikanje Halverson, PC
Attn: Mark E. Fickes
P.O. Box 22550
Yakima, WA 98907
Telephone: (509) 248 -6030
Facsimile: (509) 453 -6880
IF TO LICENSOR: City of Yakima
Attn: City Manager
City Hall
129 North Second Street
Yakima, WA 98901
Telephone: (509) 575 -6040
Facsimile: (509) 576 -6335
10. Severability. If any term, covenant, or condition of this Agreement is
held to be invalid, void, or unenforceable, the rest of the Agreement shall remain in
full force and effect and shall in no way be affected, impaired, or invalidated.
LICENSE AGREEMENT 4
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11. Governing Law and Jurisdiction. This Agreement shall be governed by,
and construed and enforced in accordance with, the laws of the State of Washington,
without regard to its conflicts of laws principles.
IN WITNESS WHEREOF, the Parties below have executed this Agreement as
of the date first above written.
LICENSEE: •
THOMPSON DEVELOPMENT, LLC
: (
Derek C. T ompso , Manager
LICENSOR:
CITY OF YAKIMA
By�� °—''
R. A. Zais, Jr., City Manager
ATTEST:
f ibs-
City Clerk Date /
CITY CONTRAC f N0:
RESOLUTION NO:
Exhibits:
Exhibit A Trolley Property Legal Description
Exhibit B Thompson Development, LLC Property Legal Description
LICENSE AGREEMENT 5
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VELIKANJE, HALVERSON P.C. PGR $4A AR Y ak , `� mA rrn. 10P
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STATE OF WASHINGTON)
) ss,
County of Yakima )
On this day personally appeared before me Derek C. Thompson, known to me
to be the Manager of THOMPSON DEVELOPMENT, LCC, the person whose name
is subscribed to the foregoing instrument, and acknowledged to me that he executed
the same on behalf of said corporation.
C� ��B
GIVEN under my hand and official seal this a�- day of B
s. 7a ■ ,
-1 fp (print name)
NO7TAR, N ` NOTARY PUBLIC in and for the state of
PUBLIC Washington, residing at
e . , % My appointment expires (
STATE OF WAS "GTON)
) ss.
County of Yakima
On this day personally appeared before me Richard A. Zais, Jr., known to me
to be the City Manager of THE CITY OF YAKIMA, the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same on behalf of said municipal corporation.
i 0 0
GIVEN under my hand and official seal this 2' day of =Vecem -� .7.
i"
• Z/✓0.4 NI• Zeb9 i �C I it) ,S
(print name)
NOTARY PUBLIC in and for the state of
, `56 wo Washington, residing at y,�Kr/rlt1
° ''en My appointment expires 65 /5- -20 )o .
MO1 1 014 or
s �
e � dX3 NO \ S 5\ � �
LICENSE AGREEMENT 6
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EXHIBIT A
A strip of land Tying within the Southeast Quarter, Northwest Quarter, Section 27,
Township 13 North, Range 18 East, W.M., said strip being 40.00 feet in width and
lying 20.00 feet on each side of the following centerline:
Commencing at the Southwest corner of the Southeast Quarter of the Northwest
Quarter of said Section 27;
Thence North 89 °18'09" East along the South line thereof 292.74 feet;
Thence North 00 °41'51" West 20.00 feet to the Southerly right of way line of the
Yakima Valley Transportation Company right of way and the Point of Beginning of
said centerline;
Thence continuing North 00 °41'51" West 21.50 feet to the Northerly right of way line
of the Yakima Valley Transportation Company right of way and the terminus of said
centerline.
Situate in Yakima County, Washington.
LICENSE AGREEMENT 7
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EXHIBIT B
Parcel A:
In Section 27, Township 13 North, Range 18 East W.M.;
The West half of the Southeast quarter of the Northwest quarter;
EXCEPT the South 41.5 feet for Public Road and right of way of the Yakima Valley
Transportation Company,
AND EXCEPT the North 642.5 feet.
Parcels B and C:
The North 642.50 feet of the East half of the West half of the Southeast quarter of the
Northwest quarter of Section 27, Township 13 North, Range 18 East W.M.;
EXCEPT the North 488.125 feet thereof;
AND EXCEPT the East 30.00 feet for street.
ALSO;
The North 642.50 feet of the West half of the West half of the Northwest quarter of
Section 27, Township 13 North, Range 18 East W.M.
EXCEPT the North 333.75 feet thereof;
AND EXCEPT the West 30.00 feet thereof for street.
APN: 181327 -24028
APN: 1 81 327 -2401 9
APN: 181327 -24020
LICENSE AGREEMENT 8
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