Everett Housing Authority 9/3/2024

SECTION 2. TRANSFER OF PROPERTY/RELEASE A. EHA Responsible. Except as otherwise provided in Section 2.B below, EHA is solely responsible for payment of SEPA Mitigation Payments for all Property and the EHA is the sole recipient of Mitigation Credits arising from all Property. B. Partial Release Due to Transfer. At such time as EHA or EHA Park District LLC or other transferor transfers the fee interest in the Property or a portion thereof,then the transferor will be released from any obligation to pay SEPA Mitigation Payments arising after the transfer date, so long as at the closing of such transfer the parties thereto (and the City, if necessary) execute and record an instrument reasonably acceptable to the City (which may be in the form of an amendment to this Mitigation Agreement or a new separate agreement for the transferred Property or in a form otherwise as the Parties may determine) that provides for the transferee to assume the obligation for payment of SEPA Mitigation Payments arising after the date of transfer from the transferred Property, and that provides for Mitigation Credits arising after the transfer date from the transferred Property to be credited to the transferee. In lieu of such assumption of obligations with respect to SEPA Mitigation Payments by the transferee, the Parties may instead jointly agree to release the transferred Property from this Mitigation Agreement. SECTION 3: GENERAL PROVISIONS A. Administration. Each Party to this Mitigation Agreement shall serve as an administrator of this Mitigation Agreement for purposes of compliance with RCW 39.34.030 for each Party's respective actions in performance of this Mitigation Agreement. To the extent required by applicable law, each Party is responsible for financing and maintaining a budget for its activities under this Mitigation Agreement. B. Duration/Termination. This Mitigation Agreement shall take effect when it has (i) been duly executed by both Parties, and (ii)as provided by RCW 39.34.040, either been filed with the County Auditor or posted on the Interlocal Agreements website of either Party. This Mitigation Agreement will remain in effect unless it is terminated in accordance with Section 2.B above. The EHA acknowledges that public services will need to be provided to the Property long after the expiration or termination of the Development Agreement,accordingly the Parties agree that this Mitigation Agreement does not terminate or expire when the Development Agreement terminates or expires. C. Governing Law. The laws of the State of Washington, without giving effect to principles of conflict of laws, govern all matters arising out of or relating to this Mitigation Agreement. D. Venue. The Parties shall bring any litigation arising out of or relating to this Mitigation Agreement only before the Snohomish County Superior Court. E. Complete Agreement. Except for the Development Agreement, this Mitigation Agreement constitutes the entire agreement of the parties relating to the subject matter of this Mitigation Agreement. This Mitigation Agreement supersedes and replaces all other written or oral agreements thereto.