Kimberly Clark Worldwide Inc 12/28/2005

EXHIBIT"C" LICENSE AGREEMENT This Agreement is made and executed this day of ,2005,by and between the City of Everett ("City"), a municipal corporation of the State of Washington, and Kimberly-Clark Worldwide, Inc. ("K-C"), a corporation duly organized and existing under the laws of Delaware, collectively the"Parties." 1. RECITALS AND PURPOSE A. The City and K-C have entered into a comprehensive Agreement for Purchase and Sale with respect to K-C's Riverside Property consisting of approximately one hundred (100)acres. The legal description of the property being sold is attached hereto and incorporated herein by this reference on Schedule 1 ( Sold Property"). Y ) B. Under the terms of the Parties'sale,the City would own all of the Property except for the current hog fuel and wood chip pile footprint, consisting of approximately twenty-six(26)acres. See drawing attached hereto as Schedule 2. The City's ownership under the Parties'sale includes all waterfront parcels and tideland. The approximate twenty-six(26)acres being retained by K-C is in the West-center area of the Riverside Property with access from both East and West roadways. The legal description of the Retained Property is set forth on Schedule 3 attached hereto and incorporated herein by this reference. C. The purpose of this License is to allow K-C to continue to use parts of the Sold Property for its hog fuel and wood chip pile operations while K-C explores options for relocating those operations. NOW, THEREFORE, in consideration of the recitals above and the covenants and promises set forth herein, the Parties agree as follows: 2. LICENSES. A. The City hereby grants K-C a license to use that portion of the existing rail spur on the Sold Property for an initial two (2) year term, renewable annually upon expiration of the initial term in twelve (12) month increments upon written mutual agreement of the parties. B. The City hereby grants K-C a license for three (3) acres on the Sold Property, at a location to be mutually agreed upon by the Parties, suitable to accommodate temporary K-C or contractor parking at the Riverside Property in connection with K-C's operations at the Retained Property. The term of this license shall be for one (1) year renewable annually upon written mutual agreement of the parties. C. The City hereby grants K-C a license to store the K-C wood chips and secondary hog fuel pile at its current location outside the Retained Property boundary for six (6) months after closing of the sale of the Riverside Property by K-C to the City. D. The City hereby grants K-C a one(1)year license that may be renewed by the mutual agreement of the parties to use the Chip Mill Office Building at the North end of the Sold Property together with a license for ingress and egress over the Sold Property for access to this Building. #422030 v2- KCWW/Riverside Property Sale-PSA