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2 <br />City Notice <br />Address <br />Real Property Manager <br />City of Everett <br />2930 Wetmore Ave., Suite 8A <br />Everett, WA 98201 <br />Additional <br />Provisions, if <br />any <br />N/A <br />B.TERMS AND CONDITIONS <br />1.Right of First Refusal. Owner agrees not to sell, transfer, exchange, grant an <br />option to purchase, or otherwise dispose of the Property or any part of, or interest in, the <br />Property without first offering the Property to the City on the terms and conditions set forth in <br />this Agreement. As used in this Agreement, the term “sell” includes a ground lease of the <br />Property with primary and renewal terms of more than 5 years in the aggregate. <br />1.1 When Owner receives from a third party (the “Third-Party Offeror”) a <br />bona fide offer to purchase the Property, or a part of it or an interest in it, that Owner desires <br />to accept, Owner must give the City written notice (the “Notice”) of the price, terms, and <br />conditions of the offer and deliver a copy of the executed contract evidencing the offe r (the <br />“Offer”) to the City. <br />1.2 When the City receives the Notice and a copy of the Offer, the City will <br />have the prior and preferential right to purchase the Property (or the part of or interest in the <br />Property covered by the Offer, as the case may be) at the same price and on the same terms <br />and conditions as are contained in the Offer, except that if the City exercises the right of first <br />refusal by electing to purchase the Property then (1) the closing of the transaction <br />contemplated by the Offer will take place no earlier than 90 days after the date that the City <br />elects to exercise the right of first refusal, and (2) the City will receive a credit against the sale <br />price of the Property in an amount equal to any brokerage commission that Owner may save by <br />selling the Property to the City rather than the Third-Party Offeror. <br />1.3 The City will have 20 days from the date that the City receives the Notice <br />and a copy of the Offer to notify Owner whether the City elects to purchase the Property under <br />the terms of the Offer. During the 20-day period the City may, with prior notice to Owner and <br />at reasonable time(s), enter upon the Property to conduct non-invasive due diligence, such as <br />appraisal inspections and surveys. If the City elects to exercise its right to purchase the <br />Property, then, in addition to giving Owner written notice of its election within the 20-day <br />period, the City also must, within the 10 days after such 20-day period, tender an amount equal <br />to the earnest-money deposit, if any, specified in the Offer, which will be held and used in <br />accordance with the terms of the Offer. <br />1.4 If the City fails to timely exercise its right to purchase the Property under <br />the terms of this Agreement, then Owner will be entitled to sell the Property according to the <br />terms of the Offer to the Third-Party Offeror, subject to the terms of section 1.5. If the sale