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DocuSign Envelope ID:FCF6800B-OAF1-462A-9F3B-0855DE2AFB01 <br /> 20 <br /> 8.5.4.The closing of the purchase and sale of the Project Property("Closing") shall occur as soon <br /> as practicable but not later than thirty(30)days after Sound Transit and the City receive <br /> the Final Appraiser's report. <br /> 8.5.5.At Closing,Sound Transit shall pay the City the Purchase Price and the City shall convey <br /> the Project Property to Sound Transit. The conveyance will be strictly"As Is,Where Is, and <br /> With All Faults." Closing prorations, closing costs, and title insurance costs will be <br /> allocated at closing as is customary for similar transactions in Snohomish County. <br /> 8.5.5.1. Prior to execution of this Agreement the City provided Sound Transit with <br /> environmental documents which reflect its knowledge of environmental conditions <br /> on the Project Property. Prior to closing,the City will provide Sound Transit will any <br /> additional environmental documents the City may have that reflect any updated <br /> knowledge of the condition of the Project Property. <br /> 8.6. If the City decides to repurpose the Project Property prior to the Option End Date, the City must <br /> notify Sound Transit of the intent to repurpose the Project. For this Section 8.6,the term <br /> "repurpose" means use of the Project Property for any use other as a parking lot for transit <br /> riders. Upon notification from the City,Sound Transit will have an option to purchase the <br /> Project Property under the same terms as the Purchase Option in section 8.5 above.To exercise <br /> this option,Sound Transit must deliver written notice prior to the Option End Date and within <br /> 120 days after the City has provided notification of its intent to repurpose. If the City <br /> repurposes the Project Property prior to the Option End Date and Sound Transit elects not to <br /> exercise its option,the City will reimburse to Sound Transit an amount equal to the Project <br /> Contribution no later than 90 days after the Project Property ceases being used as a parking lot <br /> for transit riders. Sound Transit's rights under this Section 8.6 are only effective if Sound <br /> Transit has paid the Project Contribution in full within six months after the date of full <br /> execution of this Agreement. <br /> 9 Leasing Project.The City will allow Sound Transit the option to lease the Project as mitigation <br /> parking during EVLE construction at market rate.The Parties will execute a separate lease for <br /> mitigation parking prior to the start of EVLE construction at Everett Station. <br /> 10 Laydown Area. The City will assist Sound Transit in finding a suitable laydown area for future EVLE <br /> construction activity when needed by Sound Transit. The City acknowledges that Sound Transit <br /> desires to use City-owned property, if available,for the laydown area rather than having to purchase <br /> private property.The City will make best efforts to identify such city owned property with <br /> compensation as required by applicable law. <br /> 11 Invoicing, Disbursement,Auditing and Reporting. <br /> 11.1 Upon Project Completion and commissioning,the City shall submit a single invoice for the <br /> full amount listed in Section 1 and supporting documentation for Sound Transit's <br /> reimbursement.The City shall use the Invoice Form attached as Exhibit C and invoices must <br /> include the appropriate purchase order number,which Sound Transit will provide after <br /> execution of this Agreement. <br /> 1 <br /> GA 0255-19 <br />