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BILL OF SALE <br />This Bill of Sale is dated for reference purposes as of date of last signature below, and is <br />made by and between RIVERFRONT COMMERCIAL INVESTMENT, L L C., a Washington <br />limited liability company, which acquired title as Riverfront Commercial L L C., a Washington <br />limited liability company, RIVERFRONT PHASE 1 LLC, a Washington limited hability <br />company, RIVERFRONT PHAS 1-FFF 2 LLC, a Washington limited hability company, <br />RIVERFRONT PHASE 4 LLC, a Washington limited liability company, RIVERFRONT <br />GROCER LLC, a Washington limited liability company, and RIVERFRONT THEATER LLC, a <br />Washington limited liability company (collectively, "Grantor"), and CITY OF EVERETT, A <br />MUNICIPAL CORPORATION OF THE STAT1-{; OF WASHINGTON ("Grantee"). <br />RECITALS <br />A. Grantor and Grantee are parties to that certain Third Amendment to Grant of <br />Easement for Existing Landfill Systems and Related Utilities dated as of September , 2024 <br />(the "Amendment"). Capitalized terms used but not defined herein have the meanings given to <br />them in the Amendment. <br />B. In the Amendment, the parties added to the easement thereunder for certain <br />components of the as -built LFG System shown in as built drawings on file with the City in the area <br />approximately shown on Exhibit E-1 thereto (such components, the "Transferred Components"). <br />C. Grantor and Grantee desire to enter into this Bill of Sale to complete the conveyance <br />of the Transferred Components according to the teiiiis and provisions provided herein. <br />AGREEMENTS <br />In consideration of the mutual covenants and promises contained in this Bill of Sale, the <br />parties agree as follows: <br />1. Conveyance and Assignment. Grantor hereby (1) conveys the Transferred <br />Components, (2) assigns all warranties held by Grantor associated with the Transferred <br />Components, and (3) warrants that the conveyance and assignment hereunder are free and clear of <br />all hens.. For the purposes of clarity, the parties agree that the Transferred Components conveyed <br />hereunder does not include the QED valves located where building LFG systems will connect to <br />the Grantee -owned LFG header system and that such QED valves remain the property of Grantor. <br />2. Legal Matters. In the event any legal proceeding is instituted to enforce this Bill of <br />Sale or any claim arising hereunder Section 13.8 of the PDA shall control. The laws of the State <br />of Washington shall govern this Bill of Sale and its validity, construction, and performance. Each <br />party consents to venue in Snohomish County, Washington, for any legal proceeding arising under <br />or by reason of this Bill of Sale This Bill of Sale may be executed and delivered by AdobeSign or <br />other electronic transmission, and in counterparts, each of which shall be deemed and original, and <br />all of which together shall constitute one and the same instrument. <br />Bill of Sale page 1 <br />