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7 <br /> • City upon completion of BNSF's work and the City shall reimburse BNSF within thirty(30) <br /> days after the receipt of such invoice. <br /> 4.6.3 Timing. Upon execution of this Agreement, the City will commence <br /> preparation of the construction drawings to accomplish the Revised Pacific Avenue <br /> Crossing. The completed construction drawings will be presented to BNSF's Contact <br /> Person for review and approval prior to the commencement of construction by BNSF of the <br /> Replacement Facilities (defined below). Subject to BNSF's approval of the timing and <br /> schedule for construction of the Revised Pacific Avenue Crossing, the City and BNSF shall <br /> complete their construction of the Revised Pacific Avenue Crossing within 180 days of <br /> completion of the removal of the Removal Tracks in accordance with Section 10.4 below. <br /> 4.6.4 Future Use. The City covenants and agrees not to expand the capacity of the <br /> Two-Lane Pacific Avenue Crossing for vehicular use. The parties further agree to work <br /> cooperatively in order to accomplish closing and/or at grade separation of the Revised <br /> Pacific Avenue Crossing as soon as reasonably practical. <br /> 4.7 Boundary Line Adjustments. At or prior to the Closing, City covenants and agrees <br /> to obtain all boundary line adjustments on the Exchange Properties necessary for the Closing, <br /> provided, however, all such boundary line adjustments and documents related thereto shall be <br /> subject to BNSF's prior review and approval (as approved by BNSF, the "BLA"). All costs of <br /> obtaining such boundary line adjustments shall be paid by the City and shall not be included in <br /> the Reimbursement Cap. The BLA shall be recorded at Closing prior to the transfer of the <br /> Exchange Properties. <br /> 4.8 Legal Opinion. At or prior to the Closing, City covenants and agrees to provide <br /> BNSF a legal opinion from its outside counsel, in form and substance acceptable to BNSF, <br /> stating that the indemnification and reimbursement obligations of City under this Agreement are <br /> fully enforceable against City by BNSF, without regard to any savings clauses included therein <br /> and the City has the requisite power and authority to agree to such indemnification and <br /> reimbursement obligations. <br /> Section 5 Intentionally Deleted. <br /> Section 6 Closing. <br /> 6.1 Closing. The parties acknowledge and agree that the closing of the exchange of <br /> the Exchange Properties will occur simultaneously. The parties expressly acknowledge and <br /> agree that the terms and conditions of this Agreement shall survive the Closing and shall not <br /> merge into the City Property Deed, BNSF Property Deed or other closing documents delivered at <br /> the Closing. The term "Closing" as used in this Agreement shall apply to both the closing for <br /> the City Property and/or the closing for the BNSF Property, as applicable in the context. <br /> 6.2 Closing Date; Location. Subject to the terms and conditions of this Agreement, <br /> the Closing will occur on or before June 30, 2006; provided, however, that BNSF shall have the <br /> right, upon notice to the City, to delay the Closing until July 11, 2006 (the actual date designated <br /> for Closing by BNSF to be referred to as the "Closing Date"). The Closing shall take place on <br /> Exchange Agreement -8- DRAFT 5/23IQ, 5 <br />