Resolution 5871 - Laserfiche WebLink

5.3 Floodplain Clarification The City will use reasonably diligent efforts to have the Federal Emergency Management Agency ("FEMA") correct its Flood Insurance Rate Map (the "Rate Map") to reflect the determination by the Flood Insurance Study (effective September 16, 2005) that the area shown on Exhibit B-2 is not part of the regulatory floodway and is designated on the Rate Map as Zone X, all as set forth in the letter from the City to FEMA dated November 6, 2006. 5.4 Development Expenditures Within the three (3) month period following the Effective Date, OM shall have spent or incurred at least Four Hundred Thousand Dollars ($400,000.00) in out-of-pocket third party expenses in furtherance of the permitting or development of the Development ("Third Party Development Expenditures"). If by the first day after the three (3) month period following the Effective Date Closing has not occurred, this Agreement has not been terminated and OM has not spent or incurred at least Four Hundred Thousand Dollars ($400,000.00) in Third Party Development Expenditures, and documented such Third Party Development Expenditures to the reasonable satisfaction of the City, then the difference between what OM has spent or incurred and documented in actual Third Party Development Expenditures and Four Hundred Thousand Dollars ($400,000.00) (the "Development Expenditure Shortfall Payment") shall be paid to the City and shall thereafter be applicable to the Purchase Price at Closing or, in the event Closing fails to occur, shall be retained by the Party entitled to retention of such amount pursuant to Sections 12 and 13 below. 5.5 Prospective Purchaser Consent Decree Assurances Upon entering into a final written Environmental Indemnity and Landfill Agreement as described in Section 16.8 below, OM and the City shall seek a Prospective Purchaser Consent Decree or an amendment of the Consent Decree acceptable to OM and the City that is agreed to by Ecology and is entered in court as will be further described in the Environmental Indemnification and Landfill Agreement (a "Consent Decree Assurance"). The Parties shall cooperate in good faith with respect to their efforts to obtain a Consent Decree Assurance and shall pursue the request for a Consent Decree Assurance with commercially reasonable diligence. 5.6 Sell or Encumber Property The City shall not sell, assign or convey any right, title or interest whatever in or to the City Property or create or permit to exist any consensual lien, easement or declaration on the City Property that is not a Permitted Exception and that will not be paid in full at Closing. To the extent that any easements or declarations are proposed that will affect the City Property, the City shall neither execute said easements or declarations nor suffer the execution of same by or on behalf of City without OM's prior written consent,which shall not be unreasonably withheld. The covenant set forth in this Section 5.6 shall expire on June 30, 2007 if Closing has not occurred by that date, or any extension of that date that may be agreed to in writing by the City. -12- 06107-0)63,LEGAL 13023969.1