2016/12/21 Council Agenda Packet

Property described in the Memorandum by Geoengineers dated December 2, 2016, attached as Exhibit A to this Amendment and (ii) any other Property environmental remediation as may be discovered as necessary during such work. Regardless of the foregoing, the parties agree that Eligible Remediation Work in no event ever includes any of the following: (1) importing, placement or compaction of backfill. (estimated in Memorandum Table 1 as $270,000); (2) construction of an asphalt cap (estimated in Memorandum Table 1 as $17,500); or (3) consultant costs for preparation of the Remedial Investigation, Feasibility Study and Cleanup Action Plan (estimated in Memorandum Table 1 as $98,000). (c) Withdrawal from Environmental Escrow. If Buyer incurs costs for Eligible Remediation Work (which may include without limitation costs of Buyer staff time, contractor costs and consultant costs, all in accordance with Buyer's usual procurement and contracting processes) in excess of$721,500, then Buyer may deliver Enviromental Escrow withdrawal requests to the Title Company for such excess in the following form: The City hereby requests $ from the Environmental Escrow established under the Agreement for Purchase and Sale of Real Property dated between the City of Everett and SSLM Properties, LLC. Upon Title Company receipt of such a withdrawal request,the Seller and Buyer hereby irrevocably instruct the Title Company to deliver the requested funds to Buyer. Seller waives any right to object to the Title Company's delivery of such payment to City; however, Seller does not waive any right it may have to bring an action in Snohomish County Superior Court contesting Buyer's entitlement to such payment and Buyer's right to retain such payment. In order to be effective, a Enviromental Escrow withdrawal request must be delivered to the Title Company no later than November 30, 2017. The Buyer shall provide Seller reasonable back-up documentation for all Eligible Remediation Work promptly upon written request from Seller. (d) Closing of Environmental Escrow Except for funds subject to a duly delivered Environmental Escrow withdrawal request, Seller and Buyer hereby irrevocably instruct the Title Company to deliver to Seller all funds remaining in the Environmental Escrow as of December 15, 2017. 3. No Other Changes/Counterparts. Except as amended by this Amendment,the Agreement remains in full force and effect. Capitalized terms have the same meaning as in the Agreement. This Amendment may be executed by with counterparts and/or by pdf signatures. 2 3