Resolution 5871 - Laserfiche WebLink

in Section 16.7.3 above, then OM shall no longer be obligated under this Agreement to develop the City Property in accordance with the requirements of this Agreement and the City shall no longer be obligated under this Agreement to undertake or complete any of the City Work and both Parties agree, at the request of either Party, to execute and deliver a recordable document evidencing the termination of such obligations which document may be recorded with the real property records of Snohomish County,Washington. 16.8 Environmental Matters Prior to Closing the Parties anticipate entering into a written agreement addressing, among other things, their respective rights, obligations and plans pertaining to the management of hazardous substances and potential environmental liabilities ("Environmental Matters") related to the design, construction, operation and maintenance of a landfill gas system for the Landfill Site and generally with respect to any existing hazardous materials on or about the City Property (the "Environmental Indemnification and Landfill Agreement"). The Environmental Indemnification and Landfill Agreement shall be consistent with the basic structure and terms described in the outline attached hereto as Exhibit K. Without limiting the foregoing, the Environmental Indemnification and Landfill Agreement shall include, among other things, the definitions of terms relating to Environmental Matters; the allocation of responsibilities and right of access during development; the long-term operation and maintenance responsibilities of the City and OM; the responsibilities of OM and the City arising under the Consent Decree, CAP and Restrictive Covenant; and certain indemnifications obligations for Environmental Matters related to the City Property. The Parties shall act in good faith and with reasonable diligence in attempting to reach an agreement on the final Environmental Indemnification and Landfill Agreement. When the final Environmental Indemnification and Landfill Agreement is entered into by the City and OM it shall be recorded or a memorandum thereof recorded with the real property records in Snohomish County at Closing immediately after the recording of the Deed. OM shall not engage in or initiate any substantive discussions with the Washington Department of Ecology pertaining to the City Property or the Development unless and until the Parties have entered into a final Environmental Indemnification and Landfill Agreement. 16.9 OM Commitments and Covenants OM shall use commercially reasonable and diligent efforts to prepare and prosecute all of the Development Permits identified in Exhibit L attached hereto (excepting permits for the work to be performed by the City or otherwise comprising the City Work as described in this Agreement). OM specifically agrees to prepare and file with the City, no later than August 1, 2007, a complete application for the Key Development Permits. After Closing and until the City and OM enter into a Rezone Development Agreement and OM acknowledges in writing that all Key Development Permits have been obtained with conditions acceptable to OM, OM covenants that it will not: (i) consent to any liens, other than liens for taxes not yet due and payable, on the City Property except as permitted by Section 19.2 below; (ii) transfer, sell, encumber or grant any unconditional leasehold interests on the City Property, except as permitted by Section 19.2 below; provided, however, this covenant shall not prohibit the granting of easements or dedications required by this Agreement, the Development Permits, the Dedication, Use and Maintenance Agreement or otherwise necessary to facilitate the development of the City -34- 06107-0063'LEGA L 13023969.I