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Home My WebLink AboutCorrespondence APPLICANT 8/5/2008 j. , , R9'v~ll.arokaw ...'A....H........;-......,. . . .....t... ...t. . '.' 'rc 'le'c S...' .':', -:. .;."..,... -.'. -::: ..... Transmittal Project: \ Date: To: L TO Gatew~Mall Bus/EmX Stops August 5, 007, .2oog . - . Andy Limbird, Planner City of Springfield - Development Services 225 Fifth St.. Springfield, OR 97477 Mark.Young, AlA Site Review - Final Submittal. From: Attached: Enclosed are the final. submittal documents for the Lane Transit District Gateway Station: ( Final Site Plan Application (1 copy) '. . Response Narrative to the Conditions of Approval (5 copies) Revise light fixture cut sheets (5 copies) Plan Sets (5 copies) L TO/General Growth Early Entry License and Indemnity Agreement) dated July 18, 2008 (1 copy) L TO/General Growth License Agreement -'Final Draft (1 copy) ~ I " Date Received: AUG 05 2008 tJ)!! Final Submittal ; . ,.,,'..R?well Ma~,Aiihit.(ts, P,':.."".. . 1.East BrOadway, ~jte300 ,l!l" Eu~~~~;Oregon9r405 Ill, .Voi[.(541)4~5"QolEil"Faii541i485;m4Bwww.rowell~roki\V,(o~ 225 Fifth Street Springfield, Oregon 97477 541-726-3759 Phon~ Job/Jour'nal Number DRC2007-00081 DRC2007.00081 Payments: Type of Payment CreditCard cReceillt I RECEIPT #: 'ity of Springfield Official Receipt Development Services Department Public Works Department 2200800000000001198 Date: 08/05/2008 Description. CTY 10% Final SiteDev Agrmnt + 5% Technology Fee Paid By MARK YOUNGIROWELL SROKA W ARCH Item Total: Check Number Authorization Received By' Batch Number Number How Received LD 002233 In Person Payment Total: Date Received: AUG 0 5 2008 Final Submittal d pe Page 1 of 1 2:31:49PM Amount Due 395.60 19.78 $415.38 Amount Paid $4] 5.38 $415.38 8/512008 r, ~.. if , " . , .1 . DRAFT . .' .l' . Date Received: AUG 0 52008 .tt I a rI:: . Final Subml a () LICENSE AGREEMENT t'\NAL. ~fT , 'j!lu~;' . Iii' ;' , ... " ;. . ..'(".". . '. . , .' 'RE: Gateway Mall Station TL-17'03-22-od~02200 & 2300 ., This License. Agreement (this "AQTeement") is dated as' of this day' of . . 2008, by and between GGP-Gateway Mall, L.L.C, a Delaware limited ,company (hereinafter referred to as "GRANTOR"), and Lane Transit District, a municipal corporation in'the State of Oregon, (hereinafter called "GRANTEE"). . RECITALS WHEREAS, GRANTOR is the owner and operator of a regional enclosed mall shopping center , commonly known as Gateway Mall, which shopping center is hereinafter referred to as "Gatewav Mall" or the "Center"; and. I' . . . i WHEREAS, GRANTOR and GRANTEE entered into a license agr~eii1ent dated June 1, 19~9, a . copy of which is attached hereto.and marked as Attachment 1 for reference (the "Oricii1al License Allreement"), wherein GRANTOR granted GRANTEE permission to use and occupy a portion of the Gateway Mall property for the performance of certain functions related to the establishment and operation of mass trarisit bus service at Gateway Mall, including withou(.limitation the . construction, operation and maintenance of a passenger shelier facility (the "Original Transit Station"); and ., ' WHEREAS, GRANTEE is proposing \0 revise its mass transit service to iricludd)3~ vehicles 'along the Gateway Street corridor to enhance the delivery. of mass 'transit services to the Eugene/Springfield Metropolitan area; and ' . .' ~. WHEREAS, the proposed revisions include additional modifications to bus/EmX stops along Gateway Street, including'a relocation and reconfiguration of the Original Transit Station from its " existing iocation to a location (the ":rransit Station License Are~") along the Gateway Street frontage of the Gateway Mall property, which Transit Station License Area ':is showri and described on the attached plan and legal description attached hereto and identified ~s Attachments 2 and 3 respectively; and . .' '. . "." . , WHEREAS, the proposed transit station will functionally replace the existing Original Transit Station for which permission was granted pursuant' to the Original License Agreement; and . ..' I , WHEREAS, GRANTEE proposes to cease use of the Original Transit Station located on the Gateway Mall property upon completion of the proposed new iransit station;'and . . ' . . '. WHEREAS, in c~nnection with th~ construction of the proposed transit' station, .. GRANTEE proposes to construct a covered walkway on the Gateway Mall property apprOJiimately in the location (the "Walkwav License' Area") shown and described on the attached plan and 'legal description attached hereto and identified as Attachments 4 and 5 respectively; and' "1, . WHEREAS, GRANTOR and GRANTEE agree it is mutually beneficial that the Original Transit Station be relocated and such covered walkway be constructed. '.' . NOW, THEREFORE IT IS MUTUALLY AGREED AS FOLLOWS: . . -.' ~ M:IDatalTeamslLegal DevelopmentlGROUP - PERSONAL WORKING FILESIMary WalterslGateway MalllGateway . Mall .. Early Entry.. Exhibit B.- Draft License Agreement 6.23.08 clean with Walkway Legal ete to,be added.doe ,1. .II " .Jate Received: \ . '=i1'-51(\. I) AUG 0 5 2008 . ". ,'. Final SUbmitial-'Ji/- Grant of Licenses. '. . ~ " ., ".' 't'" 'j." ,", , .' (a) GRANTOR grants to GRANTEE a licehse to drive Its mass transit buses into and out anhe Gateway' Mall property along the route designated on the plan attach~d hereto and' identified as AttaCluuent 6. (b) GRANTOR grants to GRANTEE aJicense to construct, maintain, operate, repair, restore and remove within the Transit Station License Area a new transit station, passenger shelter and related appurtenances, which appurtenances shall include without limitation the bus lane, within the Transit Station License Area serving the new transit station, (collectively, the "Transit Station Imnrovements") and to reconfigure the ring road (the "Rin~' R~ad Reconfiruration") to accommodate the Transit Station Improvements, all as approximately shown on the site plan attached hereto as Attilchment 7. GRANTEE shall perform, at its sole cost and expense and subject to the'terms and conditions of this Agreement, the design, construction, maintenance, repair and restoration of the Transit Station Improvements . and the design and construction of the Ring. Roid Reconfiguration~ The design, and construction drawings of the Transit Station rinprovements and the Ring Road Reconfi'guration shall be subject to the prior approval of GRANTOR, and the Transit Sfation Improvenients .will contain light fixtures; .information'display cases and media. locations (the "Transit Station Media Locations"), which Transit Station Media Locations shall be of the type and .in the locations specified . by GRANTOR. GRANTOR or its designated agent shall have the right, at GRANTOR's option, to enter upon the Transit Station Improvements during construction to verifY that the Transit Station Improvements are being. constructed in accordance with the construction drawings approved by GRANTOR. Except as may be otherwise provided in this Agreement,' the Transit Station Improvements shall be the' personal property of GRANTEE. (c) GRANTOR grants to GRANTEE a license to construct, maintain, operate, repair, . restore and remove within the Walkway License Area an approximately 295 foot-long by 10 foot-wide' covered walkway between the transit platform of the Transit Station Improvements and the primary entrance to Gateway Mall (the "Covered Walkw'av") as approximately shown on Attachment 7. GRANTEE shall perform ai its sole cost and expense and subject to. the terms and conditions. of this Agreement the design, construction, maintenance, repair and restoration of the Covered Walkway. The design and construction drawings of the Covered Walkway shall be subject to the prior approval of GRANTOR and shall include media locations of the type and in the locations specified by GRANTOR (the "Walkwav Media Locations"). GRANTOR or its designated agent shall have the right, at GRANTOR's option, to enter upon the Covered Walkway during construction to verifY that the Covered'Walkway is being constructed in accordance with the construction drawings approved by GRANTOR. Except as may be otherwise .proviOed in this Agreement, the Covered Walkway shall be the personal property of Grantee. 2) Construction. GRANTEE shall construct the Transit Station Improvements, the Ring Road Reconfiguration, and the Covered Walkway (collectively, the "Imorovements")'in a good and workmail1ike roanner in accordance with the construction drawings dated --'- which have heen previously submitted to and approved by GRANTOR, the . construction schedule attached hereto as Attachinent 8, and the stagillg plan attached hereto as Attachment 9; and GRANTEE shall complete construction of the Improvements on or before February 28, 2009. GRANTEE shall construct the Improvements (i) in accordance and in compliance with all applicable state, M:\Data\Teams\Legal Development\GROUP. PERSONAL'WORKING FILESIMary Walters\Gateway Mal1\Gateway Mall ,. Early Entry -. Exhibit B.. Draft License Agreement 6.23.08 clean with Walkway Legal etc to be added.doc . . - 2 - ' ). , - .-- \: '. / J . J .~ Date ReceIved: " .l ~ 't;;- ! AUG 0 5 ,:;8 ',1''' . II:. . ".0 FinafSubmltlal d~ " , local and federal laws, statutes, rules, 'rulings, regulations, codes, orders, ordinances and all other \ ,requirements and' restrictions recorded against the Gateway Mall property ang affecting the Improvements, including without iimitation that certain Construction, Operation and Reciprocal Easement dated .as of March 13, 1990, by and between Gateway Mall Limited Partnership (GRANTOR's predecessor-in"interest) and Dayton Hudson Corporation (the "REA"); (ii) in such a 'manner as to (a) not interfere with free vehicular and pedestrian access (or any particular po.int of vehicular or pedestrian access) to the Center, (b) minimize interference withl,the custo.mers, tenants and other occupants of the Center and their respective rights of quiet enjoyment, ( c) minimize the number of unus~ble parking spaces during the construction period, (d) not create a public nuisance or safety hazard, (e) riot bring any hazardous materials on or about the Center, and (f) not cause or allow any mechanic's liens or otheiIiens or encumbrances:'to. be recorded . against the Gateway Mall property and, in the event any such liens arise, GRANTEE shall cause the same to be removed and released not later than ten (10) days a.fter notice thereof; (iil) only . . , ~ after seeking and obtaining the necessary permits, authorizations, approvals and licenses from all applicable public' authorities, public utilities, persons, firms or entities from whom and from which any permit, authorization, approval 'or license is required or whose cohsent must be obtaineo in connection. with, and prior to the commencement of theconsttuction of. the ' Improvements; (iv) after sending written notice to GRANTOR, at least two (2) busmess days prior to. commencing such construction; and (v) only in such a manner as to cause such construction to be prosecuted with diligence and completed in a timely and good and workIminlike manner. GRANTEE shall (A) erect and construct a barricade that satisfies the applicable requirements o.f the REA, consists of a material and color approved. by GRANTOR (which appi"o.~al shall not be unreasonablywithbeld), and, at GRANTOR's request; includes such directional and other signage as GRANTOR reasonably deems neCessary, (B) promptly repair any and all damage'to'Center caused by'the construction of the Improvements;(C) coo.rdinate the schedule for construction of, the Improvements with GRANTOR's on-site general manager and (D) not initiate or carry o.n any co.nstruction activities between October 15 and January 15.. All wo.rk shall be performed between the hours .o.f 12:00' a,m. and 10:00 a.m., Mo.nday thro.ugh Friday; provided, ho.wever that wo.rk may continue thro.ugh 3:30 p.m. each day pro.vided that uninterrupted ing;ess :!and egress is maintained for all tenants in and o.ccupants o.f the Center affected by such wo.rk and provided that such tenants or o.ccupants do. no.t o.bject to' any disruption o.r'their businesses. The fo.rego.ing permitted hours for construction are subject to local laws, codes and ordinances. :r. i! I 3) . Maintenance. GRANTEE shall perform, at its sole cost and expense, th~ maintenance and repairs necessary to. maintain the Improvements, including, without limitation, the signage therein and thereon, in'good.and sightly order; condition wd repair and free of graffiti so that the same remain in a safe, high-quality condition ill keeping with first-class sh6pping center standards; except that, notwithstanding the foregoing, GRANTOR shall maintain the Transit. Station Media Locations and the Walkway Media Locations in good and sightly oider, condition and repair and free of graffiti, and GRANTOR only shall be entitled to receive 'i any pro.ceeds generated by. any media program which may be operated in such Media LocationS. GRANTEE shall coordinate all o.f its maintenance and repair activities with GRANTOR's d~-site general . ~ manager. ' .. 4) . Restoration. In the event of any casualty. which results in damage or destruction to any o.f the Improvements, whether insured or uninsured, GRANTEE shall restore, repair or rebnild ,such Impro.vements with all due diligence. Such restoration, repair or rebuildjng shall be performed in accordance with the applicable requirements of paragraph 2 of this Agreement. ;' "'. I' 5) Utilities. If requested to do so. by GRANTEE; GRANTOR agrees to (i) giant to the necessary' utility provider any necessary easenient(s) for water o.r sewer.service'to serve the ! M:\Data\Tearns\Lcgal DevelopmentlGROUP - PERSONAL WORK1NG FILESIMary WalterslGateway Mall\Gateway Mal\.- Early Entry .- Exhibit B .. Draft License Agreement 6.23,08 cleao withoWalkway Legal etc to be added. doc - 3 - I, -' '., Dat~ Received: ~\' . j AUG 0 5 2008 . Fina: SUbmittaiF' . IIJ:lprovements under terms and conditions and in locations acceptable to GRANTOR, and (ii) pay the cost of electricity needed for lighting the Iniprovements. If said utility lines are to be installed prior to the execution and recordation of the necessary easement(s)' GRANTOR grants to GRANTEE, its employees, agents and contractors permission to enter' upon the Gateway'Mall property for the purpose of installing' said utility service lines in locations to be mutually agreed upon between GRANTOR and GRANTEE prior to said installation, ~\ 6)' Cost to Parties. This license is granted at no cost to GRANTEE other than. the cost of . construction and the other obligations to be performed as herein agreed, and there shall be no cost to GRANTOR other than for the payment for electricity as set forth in Paragraph 5 above or as . otherwise agreed herein. . 7) Use oflmorovements, GRANTEE shall iise (i) the Trimsit Station Iniprovements for the " . purpose of boarding and delivering passengers to and .from iis mass transit vehicles and for no . , other purpose and (ii) the Covered Walkway' for' the purpose of providing passage from the transit platform of the Transit Station Iniprovements to the primary entrance to Gateway Mall and for no' other purpose. . . 8) Signage. Any advertising or other signage to be installed in or on the Iniprovements which advertising or signage is not directly. related to public transportation' shall require GRANTOR's prior written consent which .may be granted or denied in its sole discretion. (i) Worker's Compensation coverage with statutory limits and employer's liability coverage of at least $100,000 per employee, $100;000 per accident disease and $500,000 aggregate; . (ii) Commercial general liabilitY coverage with limits of at least $1,000,000 . per occurrence; "\ (iii) Automobile coverage of at least $1 ,000,000 combined single limit; (iv) Excess insurance or umbrella insurance coverage above the employer's liability, coverage, . commercial general liability coverage ,and automobile coverage of at least $5,000,000 per loss and in the aggregate; and . (v) Commercial property insurance coverage ,with "All Risk'.' coverage form , and' replacement cost valuation.' . . (b) Each policy required by thisparagraplr9.(i) shall ~e the following and their affiliates as additional insureds: GGP-Gateway Mall L.L.C" GGPLP L.L.C., GGP LiInited Partnership"and General Growth Properties, Inc., or any successors-in-interest to any of such entities; (ii) shall stipulate that such insurance is primary and not additional to, or contributing with, any other insurance carried by, of for the benefit of such additional insureds; (iii) waive. any. and all right of subrogation against such additional insureds; and (iv) contain a cross liability/severability of interest endorsement. M:\Data\Teams\Legal Development\GROUP. PERSONAL WORKING FILES\Mary Walters\Gateway MatI\Gateway MatI u Early Entry -. Exhibit B- Draft License Agreement 6.23,08 clean with Walkway Legal ete to be added.doe -4- ' \ ~ . D.ate ~eceived. .' .. t';' ,.j..~, ..:. ' ~\., . AUG M,2008 ',. .' . .),lJ ,." .iJ,/ Final Submittal -Ii)'!..., > ........ - ., ,. (c) GRANTEE shall furnish to GRANTOR prior to commencement of ,this Agreement, at any subs'equent insurance.renewal, and at any time within .ien (10) days of . GRANTOR's written request a current certificate of insurance providing proof that the' . insurance required by this paragraph 9 is in force. , . 10) Indemnificatiol}. To the extent allowable by'the Oregon Constitution and limitations of the Oregon Tort Claims Act, each of the parties hereto agree to indel1U1ify and'save the,other, and the other's employe~s, agents, c~ntractors and, in the case of GRANTOR, members, harmless from any claims, liability or damages resulting from any error, omission or act of negligence on the part of the indemnifying party, its officers, agents or employees relating to the responsibilities of the indemnifying party in connection with this Agreement. With respect to claims arising during the term of this,' Agreement, and regardless of when the claim is actually filed, this indemnification shall survive the terminationofthis Agreement. ' 11) Rkhtto Relocate Imnrovements. GRANTOR shall have the right to require GRANTEE to relocate the Improvements to a different location on the Gateway Mall property. In the 'event GRANTOR requires such relocation, GRANTOR agrees' to reimburse GRANTEE for the reasonable costs of relocating or reconstruciing.the Improvements at such new location.' 12) Termination. (a), Either party may ienninate this ,Agreement upon six (6) months written notice delivered to the other party, This Agreement will then expire on the last day of the 6th full month following delivery of notice of termination. . . (b) The parties acknowledge that the useful life of the Improvements located on GRANTOR'S property is ~ years. In the event of termination of this Agreement, by'. GRANTOR prior to the expiration of such useful life; i) GRANTOR will reimburse GRANTEE in the amount of the depreciated cost of the Improvements based on a "straight line" amortization schedule and ii) the Improvements shall become the property of GRANTOR. Notwithstanding the foregoing, GRANTOR shall 'have the right to terminate thi,s Agreement upon thirty (30) days written notice if GRANTEE ceases to use the Transit Station Improvements in connection with the provision of' public transportation services if such cessation lasts for ,six (6) months or more; and if GRANTOR so terminates this Agreement, then x) the provisions of paragraph 12(c) , below shall apply and y) GRANTOR shall not be required to reimburse any depreciated cost amount to GRANTEE. . (c) Upon (i) termination of this Agreement by GRANTEE, (ii) tennination of this Agreement (A) by GRANTOR after the expiration of the useful life of the Transit Station Improvements, (B) after cessatio~ of GRANTEE's use of the Trimsit Station Improvements as set forth in paragraph 12(b) above, or (C) upon default by GRANTEE pursuant "to' paragraph 14 below, or (iii) upon mutual agreement of .GRANTOR and GRANTEE to terminate this Agreement,.then GRANTOR shall have the right to elect to require that GRANTEE r.emove the Transit Siation Improvements and/or the Covered, Walkway, provided that such election is made by written notice to GRANTEE (a "Removal Noticf') within sixty (60) days after such termination of this Agreement. If GRANTOR timely delivers a Removal Notice to GRANTEE;then within sixty (60) days after receiving such Removal. Notice GRANTEE shall, at its sole cost and expense, (x) M:\DataITeamsILegaIDevelopment\GROVP - PERSONAL WORKING'FILESIMary WalterslGateway MaltlGateway Malt n Early Entry ,- Exhibit B .- Draft License Agreement 6.23.08 clean witlf Walkway Legal etc to be added.doc . , . - 5 - " . DateR.eCElji~d~:'. . . ,"j: . AUG 0:5 2008 ,I. . Of . , . Final SUbmitt~i -..uwov .;:~ Transit Stationlmprovements and/or the Covered Walkway, as provided in' . such Removal Notice, and all related materials and debris from GRANTOR'S property, (y) repair any damage caused by their. removal, and (z) restore such portion of the Gateway. Mall property to substantially the. same condition as existed prior to the construction of the such Improvements in which event GRANTEE sh.aR be deemed io have a license (a ~'Post Termination License") to enter upon the Gateway Mall property to effect such removal, repair and restoration. Such Post Tennination License shall proceed on terms. consistent with the terms of this Agreement relative to the construCtion of the Improvements and in accordance with such other 'requirements as GRANTOR may reasonably require. Any property not so removed may be deemed by GRANTOR to be abandoned and may be retained by GRANTOR' or removed and disposed of at GRANTEE's expense, and any repairs or restoration not so made may be made by GRANTOR at GRANTIOE's expense. If GRANTOR does not timely deliver a Removal Notice to GRANTEE with respeci to the Improvements, or if a timely delivered Removal Notice pertains only to some of the Improvements, then GRANTEE shall 'convey to 'GRANTOR ownership of the Improvements which GRANTOR has not elected, or timely elected, as the case may qe,' to have removed and shall . execute and. deliver all documentation necessary to convey such ownership to GRANTOR within one hundred . twenty (120) days after termination of this Agreement. . (dj Upon the termination of this Agreement and the license'granted hereunder (other. .than the Post Termination License), this Agreement 'and the license granted hereunder (other than the Post Termination License) shall be of no further force and effect, except . as otherwise stated in paragraphs 9 (Insurance), 10 (Indenmification), 14 (Performance of Obligations) and 16 (Notices), it being agreed that the obligations of GRANTEE and GRANTOR set forth therein shall survive the tennination of this Agreement. 13) Termination of Existin" License A<rreement. The Existing License Agreement shall tenninate and GRANTEE's use of the Original Transit Station shall cease upon the earlier of i) the date upon which construction of the Transit Station Improvenients is completed' and ready for , use, which date shall be deemed to be the date of the Certificate '01. Occupancy, or (ii) February 28, 2009. When use of the Original Transit Station has ceased, GRANTEE shall (x) remove the Original Transit Station and all related improvements (y) repair any damage caused by such removal, and' (iii) in acCordance with plans and specifications approved by GRANTOR,. reconfigure the Original Transit Station area to return it for use as common area and parking . spaces, which shall include without limitation the installation of. required any landscaping, sprinkler systems, lighting, striping and crosswalks, signs, and curbs and repaving or patching of any areas from. which concrete fiat work or other transit improvements were removed. . GRANTEE shall perform such removal, repair and restoration within sixty (60) days after the tennination of the' Existing License Agreement and shall be deemed to have a license (the, "Restoration License") to enter upon the Gateway Mall property to affect such removal, repair 'and restoration. Such Restoration License shall proceed on terms consistent with the terms"ofthis Agreement relative to the construction of the Improvements and in accordance with such other requirements as GRANTOR may' reasonably require. Any such.improvements not so removed may be removed and disposed of by GRANTOR at GRANTEE's expense, and any repairs or . restoration not so made, may be madeby GRANTOR at GRANTEE's expense.' 14) Performance ofObli"ations, Should GRANTEE fail to perform its obligations as provided in' this Agreement; GRANTOR may notify GRANTEE that repair, maintenance or replacement should be performed and, if no action is taken by GRANTEE within thirty (30) days of such notice (unless the nature of such default is such that GRANTEE cannot cure the same M:\Data\Teams\Legal Development\GROUP - PERSONAL WORKING FILESIMary Walters\Gateway MalllGateway Mall n Early EntrY -- Exhibit B -- Draft License Agreement 6:23,08 clean with Walkway Legal etc to be added.doc . -6- " ' , . Date"Received: ~~ll:AliG~ 015:'2008 " . .' "'. - ~Final'SubriiiiiaIS', ,;~ witl1in thirty (3,0) days for any reason other than the unavailability of funds, then such additional - period of time as may be necessary to cUre the default provided that GRANTEE commences to cure the default within such thirty (30) day period and proceeds diligently. thereafter to cure the default), GRANTOR shall have the right, in addition to all other rights and remedies at law or in eqUity, to (i) terniinate this Agreement, in which case the parties shall be relieved of'their respective righis and obligations hereunder, except to the extent the same survive, or (ii) perform such obligations and demand reimbursement from GRANTEE in which event GRANTEE shall reimburse GRANTOR within fifteen (15) days after wntten demand frolll GRANTOR. ~ . 15) Estonnei Certificates., Within fifteen (15) days of request by either. party her,eto,the other party shall deliver a certificate stating: i) that this Agreement is in full force and effect and that there are rio amendments thereto (orif there are any such, amendments, .describing the siune), . ii) that there are no defaults or events or conditions which, with the giving of notice or lapse of time, or both, would constitute a default under this Agreement (such :statement by a party with respect to defatllt by the non-certifying party may be limiied to the certifying party's knowledge), , and iii) such other information as the requesting party may r6asonably request. . . . , 16) Notices.. Any notices required or permitted under the tenns of this Agreement shall be. sufficient if in writing and either delivered personally or by nationally recognized overnight courier or by Certified United States Mail, return receipt requested, with postage fully prepaid, and addressed to the other party as set forth below, or such other address (other than a post office .box) as may be designated by either party during the term of this Agreement: GRANTOR: GGP.Gateway Mall, L.L.C. . clo General Growth 'Properties, Inc. 110 North Wacker Drive Chicago, Illinois 60606 . Attention: General Counsel' with a copy to: GGP-Gateway Mall, L.L.C. 3000 Gateway Street. '. Springfield, Oregon 97477-1014 Attention: Mall Manager GRANTEE: 'Lane Transit District PO Box 271 0 . Eugene, OR 97402 [Would it be possible to have a notice address that's not a post office hox?] Any notice given by mail shall be deemed to ha~e been given as of the second business day following the date of posting; any notice given by courier shall be deemed to have been given as of the first business day following the date of delivery to stich courier. 17). Lice~se.' .The parties acknowledge and agree that this Agreement is solely a license .agreement and tinder no circumstances shall GRANTEE or GRANTOR be subject to, or have the benefit of, any 'laws addressing the rights and obligations of or the relationship between landlords . and tenants, . , . 18) Indenendent Contractors: No Third Partv Beneficiaries: No Gift orDedication,. Nothing contained in this Agreement shall be construed to m~e the parties hereto partners or joint. .~ M:\DataITeamsILegal DevelopmentlGROUP. PERSONAL WORKING FlLESlMary WalterslGateway Mall\Gateway Mall.. Early Entry -. Exhibit B.. Draft License Agreement 6.23.08 clean ;{ithWalkway Legal etc to be added.doc -7. :-Date Received: /~IAUG 0;5,~008 Fina\SUbmitt~1 Jlf ". . venturers or to render either of said parties liable Jor the debts or obligations of the other. The rights, p~iv;leges and immunities contained within this Agreement shall not inure to the benefit of any third party, nor shall any party be deemed to be a third party beneficiary of this Agreement Nothing contained' in this Agreement shall be deemed to be a gift or dedication' of any portion of the Center to the general public, it being the intention of the parties hereto that this Agreement will be strictly limited to aild for the purposes expressed herein. - '- \ 19) Assi~nment. (a) The license hereby granted is personal to GRANTEE and is not,assignab1e to any other person or entity. Any attempt by GRANTEE to assign this Agreement shall be deemed a termination by GRANTEE, and the provisions of paragraph 12(c).hereof shall apply. (b) GRANTOR agrees that this Agreement shall bi: binding on GRANTOR'S successors and assigns. If GRANTOR sells or otherwise transfers its interest in' the Center, GRANTOR agrees that it shall include in the terms of the sale or other transfer an obligation by the purchaser to assume GRANTOR'S rights and obligations hereunder, and GRANTOR shall . have no liability or responsibility under this Agreement for any obligations accruing. from and after the date of such sale or transfer. 20) Governin~Lav,:. This Agreement shall be governed by the laws ofthe State of Oregon. 21) Entire APreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes' any and all prior or contemporaneous understandings, agreements, discussions or negotiations regarding such subject matter. 22) Cantions. The headings of the paragraphs and' subparagraphs hereof are provided herein for convenience of reference and shall not be considered in construing iheir contents. 23)" Authoritv., The parties each hereby represent and warrant to the other that each party has . the requisite authority to enter into this Agreement and perform its' respective obligations hereunder. 24) Counternart~. This Agreement may be executed in one or more counterparts, !md 'shall be deemed to have been duly executed and delivered when ,a counterpart hereof is executed by each of the parties hereto and delivered to the other party. The executed counterparts, taken together, shall each constitute one and the same instrument and shall each be deemed an original. ) . (remainder of page intentionally left blank; signature pages follow) M:\DataITeainsILegal DevelopmentlGROUP. PERSONAL WORKiNG FILESIMary WalterslGateway MalJlGateway Mall-- Early'Entry u Exhibit B.. Draft License Agreemeot 6.23.08 clean with Walkway Legal etc to be added.doc . . - 8 - " " . ,~ \. ' ;~ !" '.: :0 ~ 1'." . . ...... '." . -. . . ".''', .: . ." "~Lti~'''.-'..1'.'!f!5,:.: IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED TIUS AGREEMENT AS OF " TIllS' DAY OF . .2008. ., , . GRANTOR: GGP-GA 'fEW A Y MALL L.L.C" a Delaware. limited liability company. , By: GGPLP L.L.C., a Delawarelimited liability company, a member By: GGP LIMITED PARTNERSHIP, a Delaware limited partnership, its managirig member .' . By: GENERAL GROWTH PROPERTIES, INC., a Delaware corporation, its general partner By: Authorized Signatory / GRANTEE: LANE TRANSIT DISTRICT, a municipal corporation in the Staie of Oregon . By: Its duly authorized: , , ' Date Received: AUGU 5 2008 . Final Submittal ;;/}):!. v . ,. . M:IDatalTeamslLegal DevelopmentlGROUP - PERSONAL WORKING FILESIMary WalterslGateway MalllGareway' Mall.. EafIy Entry - Exhibit B.- Draft License Agreemeot 6.23.08 clean with Walkway Legal etc to be added.doc . -9. .. Date Received:" . AUG 05 2008 ..' ...' Final submittal . ~. ATTACiI:M:ENT 1 License Al>reement Dated Jnne 1. 1989 ./ -- . ; '~; " , ;-:1.' .,'. M:\Data\Teams\Legal Development\GROUP. PERSONAL WORKING FILESIMary Walters\Gateway Ma11\G~teway Mall .- Early Eotry -- Exhibit B -- Draft License Agreement 6.23.08 clean with Walkway Legal etc to be added.doc -10- ""'l, l,,~.\. "\",;.,,~. " / C't1::.. i :li. ,,> I .y'I.:- ,'I., . . *:'$ App,ove<l For Release / LICENSF. ~~F.EMF.NT Rd Aw;:llA/ Thi3.Lice.Dse Agreement .(hereinafter referred to' as "A9reem~nt") by and ~tween Gateway Mall Limited Partnershipt (hereinafter called ~Licensor") and Lane Transit Oistrictt a governmental ag-ency of Lane: County, Oregon (hereinaft~r called "Licensee"). .WHEREAS; Licensor is the owner of certain r~al estate ~ituated in -Springfieldr Lane County, Oregon, which Lice~~or is developinq as a regional, Enclosed shopping'center;~and . WHEREAS, Licensee operates the mass transit. bu,s system in Lane County, Oregon} .and WHeREAS, Licen,or and bicensee ~~tually desire to establish mass transit ~us service to and from-the shopping center, as de,veloped; and' . WHEREAS, Licansee desires to obtain permission to'uS0~ occupy and perform certain functions related to establishing ,ma~~ transit bU3 service at the 3hopping eenter~ and 'WHEREAS, Licensor desire~ to grant permission to Licensee . for a$tablishing and.ope~ating maS$ tran$it bus service at ~hQ shoppinq center; . NOW THEREFO!l' it 1'3 agreed as follows: 1) LIcensor grants to Licensee a license to drive its mass transit bU3e3 into and out of the shopping center, along 8. route. de!Jignated in green on the shopping center site plan, marked Exhibit A attached nereto/ and Licensor qrants to Licensee a license to establish a bus stop at the araa(s] ~$i9nated in red on Exhibi~ A.. 2) Licensor erection shopping the area location appr'O"tfe-d grants 'to. Licensee ,a license: 'for the of a pa~senqe4 shelter facility on the canter site, to be. located genera~ly in rnarke'd in blue on Exhibit A. The exact o-f said facility shall be mutually . by Licensor and Licensee. I I Licensee Sh~ll pay for che design, constructl~n and maintenance of the passenger 3helter. . The shelter design shall be sobject to the prior approval of'Licensor, and wil~ contain light fixtures and info~ation cases. the passenger shelter'3harl at all tlmG$ remain the peraonal property of Lice:n.s~e. . ): ) , ATTACHMENT 1. LICENSE AGREEMENT GATEWAY MALL PTNRS, AND LTD I Date ReCeived: AUG 0 5 2008 Finz" .'j:.;!;mittal a~ M:\DatalTeamslLegaI DevelopmentlGROUP. PERSONAL WORKING FILESIMary WalterslGateway Ma11lGateway Mall n Early Entry."" EXhibit B.. Draft License Agreement 6.23.08 clean with Walkway Legal elc to be added.doc' - II - Date Received: ~UG 0 5 2008 " . ~? Final ~ubmitta\ - ..../ .-- 3J Licensor shall ,pay for any related improvements Qr equipment required or appropriate. for the passenger shelter, including pavio9 around the pa~senger sbeltert landscapingf' pavement striping, refuse remoVal and related site main~e~ance. Lic;nsor shall also pay the cost of utilkt1esr includ1nq electricity, associated ~1th , liqhtin9 the passenger shsltei. , 4) 'I'here shall be no Inonetary'consideration by Licensee ~o Licen~or or Licensor to Licensee, othsr than the considoration for the performance of the obligations described ,in Paragraph~ 2 and 3 abo:~"e. ' S) Licensee shall utilized the pa~senger shelter 301ely for the purpose ot boarding and delivering passengers to and from its mass tran$it vehicles. 1 ". Licensee'agrees to indemnify and hold Licensor harmless from all liability on aCcount of '. personal injury or property damage caosed by or directly attxibutable to LicQQsoe's U$Q or exerci!e of its license here~ndert including Li~eriseere negligence. 6) , . 7) Thi3 license is per50nal to Licensee and is not. assignable to any otner person or entity. 'Any attempt to assign this. License Agreement sha~l be deemed a t~rmination. a) Eithe; Licensor o~ Lice~see,may terminate thi$ license agreement upon' s~x (~) months prior written notice delivered to the other. The Lic~nse Aqreement will expire on, the la3t day of the. 6th full month following 'delivery of nocice of termination. The partiC3,acknowledgo that the useful life of the shelter shall be'ae~med to be fifteen (15) years,. ' In the event:. Licens~r temina~es 'thi~ . Licen36 ~qreement prior to the end of the shelt4rl s', deemed useful li.fe, Licensor will .t:'Aimhurse IJ.coensee- in the amount of the , depreci:ated cost. of the shelter, as indicated in Licensee's boO~3. In the event Licensor require.s . the shelter to be moved to a ne~ ,locati~l on the shopping center, Licensor will reimburse Licensee for the rea~oDable.costs of relocating or reconstructing the shelter at a .'new .locat.ion. opon terminatio1t by Lice.nsee, or upon mutua'l . -2- ATIACHMENT l' LICENSE AGREEMENT GATEWAY MALL PTNRS. AND LTD ',,";\ .~: r ~ :;.:: M:IDatalTeamslLegal DevelopmentlGROUP -PERSONAL WORKING FILESIMary WalterslGateway Ma11\Gateway Mall .. Early Entry __ Exhibit B _. Draft License Agreement 6.23.08 clean with Walkway Legal etc to be added. doc - 12- ~,~-:, -'~;~-'..~ ~ \. . ,. :,,- ~:.j\l "'~4,.J. Ii; '"..., 7~';;; ~ termination by Lleen$Q~ and Licensee, Licensee shall, remove theshelte~ from Licensorls property at its 9wn expense, and in such eventj Licensee shall repair. any damage cau3ed by its remo~al. 9) Any notice required under this License Agreement ~hall be de~~ed given when mailed by Certifie~ United States mail, return receipt requested with postage fully prepaidl addressed to the other party at the following. addressf or at such addre.a a. may be de.ign.ated by eitller party hereafter by written notice to the other: Li,ce-n.sor: .15821 Ventura Boulevard, .Suite 525 Encino, california 91436 Licen.ee: P.O. Sox' 2710 EUgene,' O::eqon . 97402- 10) Licensor agrees that this Licens~ Agreement;sball be binding.on 'Licensor's 5ucces5or~ and assigns. If Licensor sells its interest in the shoPpin9 center, Licen~or agrees that it 3hall inclode in tile term. of the .ale. an obligation by the .pu.rohaser to .assUIIle Licensor's ri9hts. and' obligation.! hereunder. - " IN:NITNESS NBEREOF, THE PARTIES HAVE EXECUTED THIS LICENSE . AGRJ!lEMENT THIS'~ DAY OF ' , 19L. :1(;1 ~k ~/<M (It.al ;<;t.~ f~ 'Llt4r , G1\TENAY MALL LIMITED PARTNERS!U~ by GENERAL GROWTH PARTNERS, XNG. BY' (Its) AN; de 615LGL ottAd- .ft~ff-009 ,. ., -3- . -ATTACHMENT 1- LICENSE AGREEMENT GATEWAY MALL PTNRS. AND L TO' Date Received:, AUG 0 5 2008 a;k- r;'!!1G~ Gubm~ttal ,. M:\Data\T,ams\Legal Development\GROUP - PERSONAL WORKING FILESIMary Walters\Gateway Mal1\Gateway Mall u Early En.trY -- Exhibit B.. Draft License Agreement 6.23.08 clean with Walkway Legal etc to be added.doc - 13. Date Re~eived: AUG 0 5 2008 rr-~/ GAT,EWAY MALL-PARTNERS AND LANE TRANSIT DISTRICT FinillSUbml~1 ~ ATTACHMENT 2 Plan Showin,; Transit Station License Area :. .' M:\DatalTeainslLegafDevelopmentlGROUP - PERSONAL WORKING FILESlMary WalterslGateway Ma1l\Gateway Mall~. Early Entry.. Exhibit B n Draft License Agreement 6:23.08 clean with Walkway Legal etc to be added.doc. . -14- " '1 'n. .:::r ~ m c: 0'" 3 ~ !2. )> c: CP = ...." ~ ~ ~ o l!!- CD :;:0 CD g eli' a. SW 1/4 Section 22. T175, R.3W. W.M. \\ .~ \ ~ ~ '" \ " , "'" \ "..." '. . "~\ /' -...... "'-, ....,'-. . I .... .;..-...... --............ ~-::. - ~1- ",!:",,,- - ~0- - S~ ~'... ..[ 7i ~~f~Q.Y ~;:I ~" ' '--. ~{,JI'I.'ol'\<too';;.t~"";/A'I'J'<:<~_'_d_n_~' t : ~v..~~- - - -'-:_~.._~~h_' :. '~. -----.---- --,.- '- '-- ~~,~..".J.._ ;1-t!l!~_:u_...~ rt:-........~~"" o'r<<",,,,,,"J)'-,1i'1 :~~~~,i I , I I I I I 1 :j .' I I ;---...------., , , '~ ;-~------~ '-. - ....,.. '.. 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",...n-~~ ~1''nItl.oloW.U''", .......'\1IIIUIC:(~ll.._"I.. .~~..~ .....,.,;.", """'."'1..... i;" J"~. ...-. ., M:\Data\Teams\Legal Development\GROUP - PERSONAL WORKING FILES\Mary .Walters\Gateway Mall\Gateway Mall -- Early Entry _. Exhibit B -- Draft License ~greement.6.23.08 clean with Walkway Legal etc to be added,doc . . . - 15. I " 'Date. Received: ,'.AUG052008 . ."., ." ~CY Final Submittal -- ATTACHMENT 3. , TRANSIT STATION LICENSE AREA LEGAL DESCRIPTiON A parcel of land lying in the Southwest one-quarter (SW %) of Section 22, Township 17 South,. Range 3 West of the Willamette Meridian, Lane County, Oregon, and being a porti~n that tract of land conveyed to GATEWAY MALL PARTNERS, a South Dakota general partnership, by that certain CERTIFICATE OF NAME CHANGE deed recorded April 15, 1993, on Reel 1840R, Recorder's Reception Number 9322454, LANE COUNTY OREGON DEED RECORDS, . included in a strip of land variable feet in width lying on the westerly side of the centerline of Gateway Street as based on City of Springfield survey records; the centerline and widths in feet being described as follows: Begirming at Engineers' Centerline Station L 2+72;80 PC, said station being 87.1 i feet North and 323.60'feet East of the Southwest Comer oftIie William Stevens Donation Land Claim Number 46 in Township 17 South, Range 3 West of the Willamette Meridian, Lane County, Oregon; m thence along a 2" curve right (the long-chord of which bears North 20 59' 29" West, 991.65 feet) . a distance of 996.67 feet; thence North 6" 58' 31" East, 230.53 feet to Engineers' Centerline. Station L 15+00.'00 POT and there ending; all in Lane County, Oregon. ' , " The wid,ths in feet of the strip of land herein described are as follows: STATION TO STATIO~ WIDTH ON WEST'L Y SIDE OF CLINE; L I W30.65 POC L 10+34.37 POC 51.69 ft tapering on Ii straight line to 83.31 ft L 13+07,22 por L 10+34.37 POC 83.31 ft tapering on a straight line to 73.59 ft L 13+07.22 POT L 13+07.22 POT 73.59 ft tapering on a straight line to 51.66 ft The southerly and northerly lines of the above described strip of land cross GRANTOR'S proposed. easterly property line opposite approximate Engineers' Centerline Stations L 10+31 POC and L 13+07 POT, respectively. _ . r . The parcel of land to' which this description applies lies. adjacent and outside the proposed westerly right of way of Gateway Street and contains 6,991 square feet, more or less. The bearings used herein are based on the Oregon Coordinate System (NAU 83/91) South Zone. Page I of I LEGAL DESCRIPTION Ll427-37E LTD - Gateway Street - jeslrlr - 5/6/2008 Ll427-38E 17-03-22-00-2200 & 2300 PN 0882-3B I.:-,\t, M:IDatalTeamslLegal DeveJopmentlGROUP. PERSONAL WORKING F1LESIMary WalterslGateway MalllGateway /.i'.ii:- Early Eht;Y n Exhibit B n Draft License Agreement 6.23.08 clean witb Walkway Legal ole to be added.doc - 16 - ". j- ~.' " , , r ATTACHMENT 4 '~"'.j,,:,. ;... <" ," '"f~{l \ PI;m Shnwinl1 Walkwav License Area \ Date'Received: . AUG 0 5 2008. 'Final Submittal /(Y- M:\DataITearnsILegal DevelopmentlGROUP , PERSONAL WORKING FILESIMary WaIterslGateway MalllGateway Mall .- Early Entry -- Exhibit B.. Draft License Agreement 6.23.08 clean with Walkway Legal etc to be added.doc , 17- \ f' Date Received: AUG 0 5 2008'. ATTACHMENT 5 . . Final Submittal ~ WALKWAY iJCENSE AREA LEGAL DESCRIPTION' r p l;'~? "', :',' ., '- M:IDataITeamslLegal.DevelopmentIGROUP - PERSONAL WORKING FILESIMary WalterslGateway MallIGateway Malin Early Entry n Exhibit B n Draft License Agreement 6.23.08 clean with Walkway Legal ole to be added.doc , - 18' - \, ATTACHMENT 6 Site Plan ShowiO!' Bus Route l "', p c. {J:....~.l :1. '.:" . -'-'M- i' , , I,. ) . i:JU,,', t' ,1[;; " ". , . ..-~ .1 ....'---.." ...;:. . Date Received: AUG 0 5 2008 eX Final Submittal M:IDatalTeamsILegal Developme~tlGROUP - PERSONAL WORKING FILESIMary WalterslGateway MalJlGateway Mall-~ Early Entry -- Exhibit"B ~_cDraft License Agreement 6.23.08 clean with Walkway Legal etc to be added.doc - 19 - . ~.;,~ \.: ,J M:\Data\Teams\Legal Development\GROUP - PERSONAL WORKING FILES\Mary Walters\G~teway Mall\Gateway Mal\-- Early Entry -- Exhibit B - Draft License Agreement" 6.23.08 Clean with Walkway Legal ctc to be addcd.doc - 20- -n :i" ~ 0 .~ 1: ~ 3 en a: <=> :;0 !!!..." (1) . ~ g c:::>. -' Pt~ ~ ..........;.:',:,;Ji ,/' ,i' ~,.: : ." ATTACHMENT 7 . ' ...i' " .', " Site Plan \ '. '\ ., \ Date Received: AUG, 0.5 2008 Final submittal: ?l~ M:\Data\TeamsILegal Developm~nt\GROUP. PERSONAL WORKING FiLES\Mary WalterslGateway MalllGateway Mall,.. Early Entry -- Exhibit B.' Draft Liceose Agreemeot 6.23.08 clean with Walkway Legal dc to be added.doc -21. . - '. ." 5" LTOaATEWAVMALLSUIlIEM"!lTOl'1O :r<T1l;"" ~ ._,_ _ ,..fi.~... c:: , ..t,W'" '"~. Ci) ~ I. :..)--::: ~' "i3;.0{":""'"''''' <...r~>' /'<'''';'..' ;~;f~', .--. '\, "'A""~,, .,' ~" . '\ ..-(.....- .. ./ '~1 ~;.r> \~"I itl"~1":" . \, .:;t::."l-~:~'~ ,(\ '\\1-. _. i"'~.t"',,,,,,.'''''..',~,::I..,,:-,..:t'.,:'.~E~:':''.:'l!\.,.., "\ r..-. _ _ -. _m'''_','', (.F,-;'~~-.- ";~::::il--:::""-' ~.- -...;.::- _::.:'- -.'7"'-._-..........,-.. ."\! ........-- _.~- ___,J__ ::{::." ?:;:;. ":~:;;:..$~" ::-=cecco,-::.::.",:, -:..t=::.:::-:. ~~=::- ..'=:. .:.J.=::, ,::. =: ';' t-:::,~ , r::::..j=:::::~'::::,C'::':= <::.r::: ~.,. :" ,,'~,'- -C~~.' 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II' '~',. .. ~ ......,~.'" - _-<-;~~~7~~.'i~~;~i~F?~~t(I~_~~;it~:=1:~! (~,:r'elo',y.Vi,llolL ~~ / .;-_. ...., -,~ u M:\Data\Teams\LegaI Deveiopment\GROUP _ PERSONAL WORKrn"G FILES\Mary Walters\Gateway MaJl\Gateway M~lI-- Early Entry -- Exhibit B -- Draft License Agreement 6.23,08 clean with Walkway Legal etc to be added,doc . ,.... . .. ,22, ., = CJ1 o ll) <D. :;0 (1) o (1) <. [ .. J ~ \ ~. r \ ATTACHMENT 8 Construction Schedule ~L~~;. ,~: . , ikn:. ,"tU,.t .11. . r \ Date Received: . . ~UG O'S lOO8_ aX Final Subll}itta\ ..,... '- M:\DatalTeamslLegal DevelopmentlGROUP. PERSONAL WORKING FILESIMary. WalterslGate-:"ay MalllGateway Mall.. Early Entry ,c.ExhibitB d Draft Lie",!se Agreement 6.23.08 clean with Walkway Legal ete t~ be added.doe - 23- ! / .r - Date Received: AUG 0 5 2008 ~ .....;..~7.LrOCl6lIe"""~&IiIl\lll F. I submi= ~'"-' ' ~ Ina I."-~'~',"','._,__ I ~,~'"",l """-_1,' ''''''"l~-~ !__M"'"," , IIIotMbOIt3'lt<o-.. .zlhyl;j M""iII'Q.1lI~,:":~"''''' . 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PERSONAL WORKING FILESIMaty WalterslGateway MalllGateway Mall .- Early Entry.. Exhibit B.. Draft License Agreement 6.23.08 clean with Walkway Legal ele to be added.doe .24. 1~2&'1-l10Q,I"""V~ IJ . . I . ~' !jl':lR>>'=. . c.nlic.t> !>~ F__ _.lr:~~'~"" ~Pam<s' AJ 11n~IDootools . HlIdar> _.. 1llo"6'R , _1r2Z..ft' -"~ .";~" ~,-~-';.t-_---- _"___.__, I--r~, '=~-mo:1--~~~~=----:--C5G __ """l.l So<<;tOO~'MlIlS . Jd:ol'S """'I<l'~:~1Jl~'r1l,~tl'$~:t:Jd:liI'" U'<'9 ., ~' ~ .-1'-, ':1 .... ~~ :J1'=-~":::;"";':'~~-'-: ---~==;;L;f8~!"-:~~::~", ""'_;;:~. .. jj ,"~.~-.. . " '~"._""'''' '_''''''',~ ,'O_~ 11~~~:~=-j]r~~~~]'f~-;~~ ,or l- P\:>"'~~.' . I .z....r'!. 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U1 'E5C...=~ ::~i-: - ::~;=:-~~~~~,_~~_:__=~~J~ -:-~;i:~~~:~.~ ~::~: ~~:=~.~~~~~.~~-:.- ~.J.J---~=::..IHiD.~.-~..ai..~'!..~~~I., _ -'11.. . ~~. __~~2'1(l~ lh",~=l~~--.--i~~~~,~~-. 1~<I- ,I I'~l:.od"'~, ]4l>yl Vk''''t&..n~1 'l1'uu-.~ugll4.l . fro -~: jl-=:'~=~~'- ._~~.-=-~..=._~~.___,_._,.~d___,_. ~-~~~~ .-- ~~. r::=r~~=-_-=~=.~~~-- ---- Date Received: AUG 0 5 2008 a;>O Final Submittal . M:\Data\Teams\LegalDevelopment\GROUP. - PERSONAL WORKING FILESIMary Walters\Gateway Mall\Gateway Mall.- Em:ly Entry ,. Exhibit B.- Draft License Agreement 6.23.08 clean wirh Walkway Legal etc to be added.doc . -25- ATTACHMENT 9 Date Received: . i Stal!inl! Plan AUG U 5 ~E:3 Final SUb:r;';Eai_...~-,,-' r '. , ,"', ~l i..: M:IDataITeams\Legal DevelopmentIGROUP'. PERSONAL WORKING FILESlMary WalterslGateway MalllGateway Mall-- Early Entry -- Exhibit B -- Draft License Agreement 6.23.08 clean with Walkway Legal etc to be"added,doc . .26- "'~ Ie , , t:~. ' l '; ';0. ; :~I ~09D~ ",.wllII ','--' ~=~b'.'i3'~IJO ~'~".Ji ~lJe: .'110 _ _ .' ~~Olld /llj,OM:l ~~!mJ3:l - 0'- j ,~ .~ I " j , 1 1 1 ,I .1 j j .j U .1 j j j j J ! '1 ! ,/,"n ., 1 1';;':! it.l!1!l!!!!llf'lf, :l~H!l!!!.!m!f!i! m!!!'!~ j j i (iHb !HHIIL iii,;ii \!: Ijll"j luu/'I"! Iwmr;'i,l: l:.: II 1ml I ~;:m'!, ' '. ... :n....j ,""t; 'ii I; . j ; 'j i 1 j I , , j j j 1 j' 1 ~ . I' fHittI' 1 , "li~"~.J ","l~ I : 'iJ I II) SU1' i ,<I, n) " ";1 f" - . i,i 'I- 1:I'\Q1ll ! ~- ' '">Ii .\ , .I ~, Hir t"'j , ~1~k il- ._._.", l! r j' <ll' ..-;; ;! @ '1 r I :I -~ I , , " j :::- -<;.:;- . , 1 1'0_ '^' J ;- ~, . J " -.'.-~ .x'( l ,-I '.~' .' Date, Received: AUG 0 5 2008 Il/ Firla\ submittal .. o " 5 u .:J '1l) Cl I '" :0 :2 x w g c w -2' '" w m'- :;;: ~ ~. o ;; ?! 0; :;;: ~ ~ ;; ] 'a ,. b '" :;;: Vi w ...l Ii: c:J i"i , i:iu.... OoN -0' "-0. ..J~ ":-0 Z '" 015 ~E w u 0.1) ~m :oli' 0...J " 1;', 9 ~ -'" c- o '" g," 0-" "i):::: > ~ :H .b'h"i3 0"" ...JO - . 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"- , .. . -\ ~', ' ... '. "ll . / EXHIBIT'C Plan ofthe Improvements (see attached) , 10 ~ Date Received: AUG 0 5 2008 Final Submittal 17J=? '/V " - /"y::-."'''''''" . :>1/ ~ /;'.. ~l:;- ';;J;';" . /j.'" . \// !10 , . ,,' '/"-- ~3.:.~-'-~;; 'i~ ~ GATEWAY MALL . :/):.€- :>:;;;:-.~~r~ .. --, ,", '-1. ._~".__,__ ?5t~~-:::i~ i;~~~~ 0 "' ,,~:' "::-I-~---..--:~~l ' {;~: :::a? --=~l~~C~C::-~~~-=~~C~~-==J:== ~-~~~~~~t:~~~-; :-1;0~-~~ <; ::.; ~~~~~;~ .",::~,:::, /~/~ ~"-.".J ,~~n~;.= ',- " ('':.,;jJ~r.> ~'f\z~"1 //:' ],,~~,~ ';.:>~~ /::,,> ':-'L' '.,1:"'.,. /:.1--> '. "I,> <,] 'jil; <'I'-.' lil"}!/ >1>: / 1 : ", .,<i,'/ /".. .- ,v" :-...i'" / ,,' - ,,'", lYe,. ,,'\, '., "''''N'''' .,...; '.' ../ , "" ", /'// /:::I/~ ,.....~_/.-..... ...',1....,-. _.~1,i.....<. -~~'~f",~, /'tl,'~:lf! ~'{'" IJJf.lJ"'",' 3>--' ''''-l~''''': //:( I....<~,i_'" a:;"/ .' [,/, .-/ ,/. 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'_," ':l_ ~D."if",-,~.~.:"'/SdN....,,,,..,"~,~:.'::~~~~ . "~~r\ 11 \. \~, ,'-,' (~l: . -~.- . ~:.' ,'. ". " .':' '~'4' ,_~:---':'.~~~"" ., '. ;I......r'i:- t:'~)"- (,' i '-:--j '1J It. '. ~ -r~=--~",=_' ~"'~"'-='''="='='''''"''''''''''j'''''''''''~r'' ..,~",,=-=++=c X\ ..}f ~~_-==~(~~~'!~~~~-k~~=,::::co;:~~~';;~;~~-i-nC_C-- "l:::.n~=~~,~~" _~ ~ ::-=-=, =-='-r''1-.--'-:-: /.) ~~'!----- '-.-.-.. ~ ----I-----------=~ ,~~~"'"__ ---------r-_~-"'__:.._+ - .A"",,"i!. '..___-- __,- _ _ -=..-:.:-_=..- - ,-' _~ ~=-..:....,.... I'. __~~ \ I ____-- ~- - __ }--_..___ ...._ '. 1 0 __ /> ~..:::~::::S\ _ -- -~-:~~-== - -.--:':--;=:~~=:,=;=-~~~- ,.-:'"~. .,:E: .,:;:-.-:--~~== l~~~.:::..~:..::c:;'-', - '. <' LTD GATEWAY MALL BUS/EMX STOPS -SITE PLAN - 0'" >0" --- _--::l .~ ,. j:" EB.oorn "0 Q) .> Q) o Q) ~ Q) - t1l o ~~ .... - m :l:: 'E ..a :3 (J) = = =>> < Iii c: u:: ~~E ) .. ,. ....;) . . f:' t.- EARLY ENTRY LICENSE AND INDEMNITY AGREEMENT (Gateway Mall, Springfield, Oregon) THIS EARLY ENTRY LICENSE AND'INDEMNITY AGREEMENT (this ~'Agreement") is entered into as. ofQ,.~. IJ:L, 2008 (the "Effective Date") by and between GGP-.Gateway Mall L.L.C, a bela'lvare limited company ("Gatewav"), and Lane . Transit District, a municipal, corporation in the State of Oregon ("L TD"). Recitals This Agreement is entered into upon the basis' of the following facts, understandings and intentions of the parties: . . . A. . Gateway is the owner and operator of a regional enclQsed mall shopping. center in Springfield, Oregon, commonly known as .Gateway Mall and legally described on Exhibit A attached hereto, which shopping' center is hereinafter referred to' as "Gatewav Mall" or the "Center". B. Gateway as grantor and LTD' as grantee intend to enter into a license agreement with each other, the current draft version of which IS attached hereto as Exhibit B(the ~'License Agreement"). The current draft version of the License' Agreement provides LTD with, among other things, 'a license to construct a new transit station, passenger shelter and related appurtenances and a covered walkway between the transit platform of such new transit station and the primary entrance to Gateway Mall, all as approxil)1ately shown on Exhibit C attached hereto. . i ' . ( C. The License Agreement is currently being negotiated and has not been . executed. In order to timely complete the construction of Transit Station Improvements, the Ring Road Improvements and the Covered Walkway (as such terms are defined in the License Agreement), the parties ' agree that it is the best interests of Gateway and LTD that LTD 'commence} constructing the Improvements (as such term is defined in the License Agreement) prior to the final execution of the License Agreement. ", NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:. . Al?reement 1.' Canitalized Terms and Recitals, Capitalized terms used but not otherwise defined or amended within this AgreemeIlt shall have the same meanings as are respectively ascribed to such terms in the' License Agreement. The recitals set forth above are hereby incorporated into this Agreement. . . . . Date Received: AUG 0 5 2008 " Final Submittal d;/:? 2. . License. Provided that the conditions set forth it). Section 7 (Insurance) hereof are met, Gateway hereby grants to LTD a license and'right-ofcentry to enter upon the Gateway Mall property for the purpose of constructing the Improvements within the Transit Station License Area and the Walkway License Area. Said license includes the installation, maintenance and use of material storage areas, construction storage areas and workmen's parking areas, which areas shall be subject to Gateway's prior approval. The. work permitted to be performed. pursuant to said license is herein referred to as, the' "Work". 3.. Term and Duration, The' license and .right-of-entry granted 'hereby shall commence as of the Effective Date and shall terminate on the earlier of (i) 5:00 p.m., JulY: 31,2008, (ii) upon execution of the License, Agreement by Gateway and .LTD, or (iii) upon termination of this Agreement pursuant to Section 10 (Default) hereof. . The . provisions of Sections 5 (General Conditions; Safety, as :mch. section provides with .respect to liens), 6 (Indemnification),? (Asswnption of Risk), 9 (lTtilities), 10 (Default), 13 (Attorney's Fees), 16 (Authority), 17 (Independent Contractors; No Third Party Beneficiaries; No Gift or Dedication) and 18 (Litigation) hereof shall survive the , expiration or earlier termination of this Agreement. ~ . . 4:'.. 'License Agreement. Gateway and L TD agree to pio'3eed with due diligence and . in good faith to finalize and execute the License Agreement, which Gateway and L TD shall use their best efforts to accomplish by July 31, 2008. If the License Agreement is not fully executed by Gateway and LTD by 5:00 p.m., July 31, 2008, then (i) this Agreement shall automatically terplinate, (ii) L TD shall immediately cease consl1)lction . and remove all materials imd equipment from the Gateway Mall property, (iii) LTD shall, upon written request by Gateway, restore those portions of the Gateway Mall property upon which LTD has p~,iuHHed any of the Work to the condition such portions were in at the time ofLTD's entry under this Agreement; and (iv) LTD shall be responsible for any costs and expenses incurred by Gateway and repairs required' to returri the Gateway Mall property to its original condition. ' 5. . . . General Conditions: Safetv. L TD shall perform the Work, at LTD's sole risk and expense, in a good. arid workmanlike manner in strict accordance with plans and specifications approved. by Gateway prior to the coinmencement of construction of the Improvements. LTD shall perform the Work (i) in accordance and in compliance with all applicable state, local and federal laws, statutes, rules, rulings, regulations, codes, orders, , ordinances and all other requirements and restrictions recorded against the Gateway Mall property and affecting the Work, including without' limitation that certain Construction, Operation and Reciprocal Easement dated as. of March 13, 1990, by and between' Gateway Mall Limited Partnership, and Dayton Hudson Corporation (the "REA"); (ii) in such a manner as to (a) not in\erfere with free vehicular and pedestrian access (or any particular point of vehicular or pedestrian access) to the Center, (b) minimize interference with the customers, tenants and other occupants of the Center and their respective rights of quiet enjoyment, (c) minimize the number of unusable parking spaces during the. construction period, (d) not create a public nuisance or safety hazard, (e) not bring any ...~;". hazardous'tpaterials on or aboui the Center, and (f) not cause or allow any mechanic's' l::~\ , ~ 1 'U'J1ir\ ,"":'-':'k ,,.- ~ '. d ,. I' " f_J . [. . liens 'or other liens or encumbrances to be recorded against the Gateway Mall property . and, in the event any such liens arise, L TD . shall cause the same to be removed and released not later tha.n ten (10) days after notice thereof; (iii) only after seeking and obtaining the necessary permits, authorizations, approvals and licenses from all applicable public authorities, public utilities, persons" firms or entities from whom and . from which any permit, authorization, approval or license is required or whose consent must be obtained in connection with, and prior to the commencement of the construction' of the Work; (iv) after sending written notice to Gateway at least two (2) business days prior to commencing such construction; and (v) only, in such a manner as to cause such construction. to be prosecuted with diligence and completed in a timely and good and workmanlike manner. L TD shall (A) erect and construct a barricade that satisfies the applicable requirements of the REA, consists of a material and color approved by Gateway (which approval shall not be unreasonably withheld), and, at Gateway's request, includes such directional and other signage as Gateway reasonably deems necessary, (B) promptly repair any and' all damage to Center caused by the performance of the Work, .(C) keep the portions of the Gateway Mal!' property on Which performance of the.'Work will be undertaken in a safe condition and promptly remove or cause the removal of any debris from such area re~ulting from performance of the Work, and (D) coordinate the " schedule for construction of the Improvements with Gateway's on"siie general manager. Ail construction work ~hall be performed between the hours of.12:00 a.ill'. and' 10:00 a.m., Monday through Friday; provided, however that work may continue through '3:30 p.m. each day provided that uninterrupted ingress arid egress is maintained for all tenants . in and occupants of the Center affected by such work and provided that such tenants. or occupants do not object to any disruption-of their businesses. The foregoing permitted hours for construction are subject to local laws, codes and ordinances: 6. : Indeirinification. LTP shall defend, indemnify and hold harmless Gateway and . its direct and indirect partners, members, lenders, affiliates, investors, store owners,' . tenants and .other occupants <if the Center (along with any and all of the officers, directors, agents," and employees of such parties),. and their successors and assigns (collectively, the "Indemnified Parties"), from and against any and all liability, loss (including, without limitation, injuries to or death of any person or persons or loss or damage to the property of any person or entity), claim (including, without limitation, any' . claim based on strict liability), damage, cost, and expense of any kind or nature. . whatsoever '(including, without limitation, reasonable attorney and consultant fees an'd expenses) proximately caused by'an act; omission, negligence '(active or passive); or willful misconduct of L TD or any of its employees, agents, independent conifactors, or consultants (collectively, "Reoresentatives") and that arises out of' or relates in. any manner to the Work, LTD's breach of this Agreement or LTD's entry onto the Gateway Mall property under this Agreement. , 7. \, Insurance. / (a) Prior to any entry upon the Gateway Mall property under this Agreement, LTD, at no cost or expense 'to 'Gateway, shall provide and shall cause its contractors performing the Work to provide the following insurance coverages: Date Received: . AUG 052008' . Cinai ';;;i:;:;I\t";I,,,,..~_.- r .,J. ) (i) Worker's' . Compensation coverage with statutory limits and employer's liability coverage of at least $100,000 per employee, $100,000 per accident disease and $500,000 aggregate; (ii)" Commercial general liability coverage with limits of at least. . $! ,000,000 per occurrence; (iii)" AutomolJile coverage of at least $1,000,000 combined single limit; (iv) Excess insurance or umbrella insurance coverage above the employer's liability coverage, commercial 'general liability coverage and automobile coverage of at least $5,000,000 per loss and in the aggregate; and (v) Commercial property insurance coverage with "All Risk" coverage .' fOrm and replacement costvaluation. (b) Each policy required by this-Section 7 (i) shall name the following and their affiliates as additio~al insureds: GGP-Gateway Mall L.L.C., GGPLP L.L.C:, GGP ) Limited Partnership, and, General . Growth Properti~s; Inc., or ariy successors-in-interest to any of such entities; (ii) shall stipulate that. such . insurance is primary and not additional to, or contributing with, any other insurance carried by, oHor the benefit of such additional insureds; (iii) waive any and all right of subrogation against such additional insureds; (iv) contain a cross liability/severability of interest endorsement; and (v) extend to any liability of licensee arising out of the indemnity provided for in Section 6 hereof. , . . (c) LTD shall fumishto Gateway prior to any entry upon the Gateway Mall property under this Agreement, at any subsequent insurance .renewal, and at any time within ten (10) days of Gateway's 'written request a current certificate or certificates of insurance providing proof that the insurance required by this Section 7 is in force. . (d) . The amounts of insurance specified are minimwn amounts only and will in no way limit the liability'or obligations of L TD .nnder this Agreement, nor co~stitute any representation by Gateway that the 'amount of.s~ch insurance is adequate for L TD's purposes or protection. . . . . . . . . 8, Assumotion of Risk. LTD. agrees that only such property, vehicles' and equipment of LTD and/or its Representatives (or anyone entering upon the Gateway Mall property under such parties) necessary for the performance of the Work shall be kept (a) at the sole risk of LTD and/or its Representatives (or anyone' entering upon the Gateway Mall property under such parties) and (b) in such locations agreed upon in advance by Gateway's on-site management. . ',' "L..,;, .)t1.~; ,. rr .. ,1'"?;f' ,oJ _.\ , I r1.' ,/\ '<) . 9, . Utilities. L TD is solely responsible for determining the location of all utilities ' that may be affected by the Work. LTD shall'provide all required notification to the applicable utility companies and shall take' all steps necessary to prevent damage to or prolonged or unnecessary disruption of all utilities and utility service and other equipment and systems. 10. Default. Gateway will notifY LTD in writing if LTD is in default in the observance or performance of any of the. terms and conditions of this Agreement to be . 'observed or performed by LTD. IfLTD fails to correct any such default and to comply , . . I with all terms and conditions of this Agreement within seven (7) daysafte,r receipt of such notice, Gateway may terminate this Agreement. Notwithstanding.the foregoing, if , any default results in a dangerous condition or if Gateway or its Representatives are advised by any applicable authorities that they are in violation .of applicable' laws, ordinances, or regulations, then L TD shall cease and cause its Representatives to cease all Work until LTD has remedied the dangeroils condition andio~ cured such violation to Gateway's reasonable satisfaction and if such remedy and/or cure has notoccurred within the foregoing seven (7) day cure period, such failure shall constitute a default under tllis Agreement. I I. Assi<mment. L TD may not assign any of its rights or obligations hereunder. 12, Notices, All notices to be given pursuant, or relating, to this Agreement shall be . given in the manner described in paragraph 16 of the License Agreement, except that the notice address for LTD'shall be Lane Transit District, '3500 East 17th Avenue, Eugene, OR 97403: r . 13. Attornev's Fees. In any action or preceding at law or equity brought by Gateway pursuant to the terms of this Agreement against LTD or its Representatives, Gateway shall be entitled to recover court costs and 'attorneys fees awarded by a court of law or . administrative body in conjunction with:such action or proceeding. , 14,. Waiver. Waiver.by LTD of any breach of any term or condition thereof shall not be deemed a waiver of any subsequent breach of the same or \illY other term or condition . hereof or of the License Agreement. 15. Governinl! Law. This Agreement shall be governed by the laws of the State of Oregon. 16. Authoritv. The parties each hereby represent and warrant to the other that each' party has.the requisite authority to enter inio this Agreement.and perform its respective , obligations hereunder. 17. Indeoendent Contractors: No Third Partv Beneficiaries: No Gift or Dedication. Nothing contained in this Agreement shall be construed to make the parties hereto partners or joint venturers or' to render either of said parties liable for the debts or obligations of the other. The rights, privileges and immunities contained within this Date Received: AUG 0 5 2008 Final Submittal ~ ~ . . ,. \_d .. Agreement shall not inure to the benefit of any third party, nor shall any party be deemed to be a third party beneficiary of this Agreement. Nothing contained in this Agreement . shall be deemed to be a gift or dedication of any portion of the Center to the general public, it being the intention of the parties hereto' that this Agreement will be strictly limited to and for the purposes expressed herein. . ) . 18. Litil!ation. In the event that Gateway or any qf the Indemnified Parties shall be made party to any litigation commenced by or against LTD, or arising our. of or in 'connection with the exercise'ofLTD's rights under this Agreement or any breach of this Agreement by LTD, they LTD, at its cost and expense, will defend Gateway and the , Indemnified Parties with counsel reasonably acceptable to .Gateway. - In addition, LTD will pay promptly upon demand therefore by Gateway,' all costs and expenses, including reasonable attorney's fees, incurred by or imposed on Gateway by or in connection with such litigation. 19. Counteroarts. This Agreement may be executed in one or more countetparts, and shall be deemed to have been 'duly executed and delh:ered when a counterpart hereof is executed by each of the parties hereto and delivered to the other party, The executed counterparts, 'taken together, shall each constitute one and th~ same instrument and shan. each be deemed an original. 20. . Cautions.' The headings of the sections hereof are provided herein for conveirience of reference and shall not be considered in construing their contents. (remainder of page intentionally left blank; signature pages follow) , , .' i~( t. .j... .1.' t ~.. 'J ,,~~ ' .~J '.' . " IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THIS 1t'1'J)A Y OF ~ ' 2008, '. . ., GRANTOR: GGP-GA TEW A Y MALL L.L.c., a Delaware limited liability company r- By: GGPLP L.L.C.,a Delaware limited liability company, . a member By: GGP LIMITED PARTNERSHIP, a Delaware limited partnership, its managing member . By: GENERAL GROWTH PROPERTIES, INC., a Delaware corporation, its general partner By: Authorized Signatory GRANTEE: LANE TRANSIT D1STRI the Stat~~fOrtgon , "By: ~. Mark Pangborn Its duly authorized: T; a municipal corporation in " " '- "Date Received: AUG 0 5 2008 Final Submittal t?~. I ( / ... '" cO;:. :.... 'I .:X,' ,.'-" \ ;"",' . '-.- ,..L EXHIBIT A \ Legal Description of Gateway Mall (see attached) ~ .. , .) . " EXHIBIT A LEGAL DESCRIPTION' .. '. ~ . A parcel of land lying in the Southwest one-quarter (SW \<\) of Section 22, Township 17 South, . Range 3 West of the WillameUe Meridian, Lane County, Oregon, and being a portion that tra~t of land conveyed to GA TEW A Y MALL PARTNERS, a South Dakota general partnership; by that certain CERTIFICATE OF NAME CHANGE deed recorded April 15, 1993, on Reel I 840R, . . Recorder's Reception Number. 9322454, LANE COUNTY OREGON DEED RECORDS, being described as follows: . Beginning at a point on the proposed,westerly right of way or'Gateway Street being 51 :35 feet, . when measured perpendicular. to the centerline of said Gateway Street, from Engineers' . Centerline Station 10+76.25 POC, said point also being 887.76 .feet North and 203.59 feet East of the Southwest Comer of the William Stevens Donation Land Claim Number 46 in Township 17 ~ South, Range 3 West ofthe WillameUe Meridian, Lane County, Oregon; run thence, leaving said . proposed weste~ly right of way, North 83021 '35" West, 338.23 feet; thence South 85020'00" W<,:st, 49.87 feet; thence North 4040'00" West, 9.17 feet; thence North 85020'00" East, 50.78 feet; thence South 83021'35" East, 338.57 feet to the aforementioned proposed westerly right of way; thence along.said proposed right of way South 3~4'37" West, 9,18 .feet to the point of beginning and there ending, all in Lane County, Ordg~n.' , . . . The parcel of land to which this description applies contains 3,563 square feet, more or less. The bearings used herein are 1??sed on the Oregon Coordinate System (NAD 83/91) South Zone. " , Page 1 or'1 LEGAL DESCRIPTION . Ll427-37SE LTD - Gateway Street - jes - 7/15/2008 PN 0882.3B 17.03-22-00-2200' Date Received: . ' AUG 0 5 2008 Final Submittal i2~ - -' l .. '''<",;0.",0 atsO ~~_,..,....._ ____~l..l""', I .~<~n v. ;19f!r!s~(:~ , . / : 1,"\... . '~'. ~_ . .,it- r:-'.i11" ,1 'j{' EXIllBIT B Current Draft Version of License Agreement (see attached) ; ~ Date Received: Planner: ':~ 9 " i " ,6 '~-5~of ;tv