2015/05/06 Council Agenda Packet

hereto. Notwithstanding the foregoing, BNSF hereby agrees that BNSF's standard form crossing license and related construction standards and specifications and easements will be modified only as follows: (i) The term of the licenses and easements will he perpetual. With respect to default and termination provisions, the easements and licenses will only include the default and termination provisions included in the Form Agreement. (ii) The licenses and easements will be governed by the law of the State of Washington without regard to conflicts of laws provisions. - (iii) All default provisions in the licenses and easements will contain a cure period of at least 30 days following notice of default except for any default requiring more immediate action in order to avoid damage to persons or property. (iv) BNSF's right to require relocation of any City improvements lawfully installed and maintained pursuant to the license shall be at BNSF's cost and expense. 6. • Representations and Warranties of Seller. In addition to the representations and warranties contained in other sections of-the Agreement, Seller hereby makes representations and warranties listed below, which are as of the Effective Date of this Agreement and shall survive the Closing. If any warranty or representation changes prior to the exercise of this Option, or prior to Closing if Buyer exercises the Option, Seller must notify Buyer immediately upon Seller's knowledge of said change. •a. Seller warrants and represents to Buyer that the person(s) executing this Agreement and any and all documents regarding the Property on behalf of Seller have the full legal power, right, and actual authority to bind both the Seller and the Property, all necessary legislative and executive action has been taken by or on behalf of Seller in order to consummate this transaction, and no permission, approval, or consent by third parties or governmental authorities is required for Seller to consummate this transaction. b. This Agreement and all documents to be executed and delivered by Seller at Closing are and at the Closing will be duly executed and delivered, and are and at the Closing will be legal, valid, and binding obligations of Seller, and do not and at the Closing will not violate any provisions of any agreement to which Seller as a party or to which Seller is subject. c. Seller's representations shall continue to be true at the time of Closing and shall survive the Closing. If any warranty or representation changes or is untrue at the Closing Date, then Buyer may terminate this Agreement upon notice to Seller, and upon such termination, Buyer shall have no further obligations under this Agreement. 7. Representations and Warranties of Buyer. In addition to the representations and warranties contained in other sections of the Agreement, Buyer hereby makes representations and warranties listed below, which are as of the Effective Date of this Agreement: a. Buyer warrants and represents to Seller that the person(s) executing this Agreement and any and all documents regarding the Property and the crossing licenses under Section 5 above on behalf of Buyer have the full legal power, right, and actual authority to bind Buyer, all necessary action has been taken by or on behalf of Buyer in order to consummate this transaction, and no permission, approval, or consent by third parties or governmental authorities is required for Buyer to consummate this transaction. b. This Agreement and all documents to be executed and delivered by Buyer at Closing or are and at the Closing will be duly executed and delivered, and are and at the Closing will be legal, valid, and binding obligations of Buyer, and do not and at the Closing will not violate any provisions of any agreement to which Buyer as a party or to which Seller is subject. c. Buyer's representations shall continue to be true at the time of Closing and shall survive the Closing. If any warranty or representation changes or is untrue at the Closing Date, then Seller may terminate this Agreement upon notice to Buyer, and upon such termination, Seller shall have no further obligations under this Agreement. 4 51352125.11 8