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THIRD AMENDMENT <br />to <br />PROPERTY DISPOSITION AGREEMENT <br />This Third Amendment to Property Disposition Agreement ("Amendment") is dated as of <br />April =Q3=0, 2008, and is entered into by and among the CITY OF EVERETT, a municipal <br />corporation of the State of Washington (the "City"); OLIVERMCMILLAN, LLC, a California <br />limited liability company ("OM"), and two Affiliated Entities of OM: (i) OM EVERETT, INC., a <br />Washington corporation ("OM INC"); and (ii) OMH TRANSFER AGENT, LLC, a Delaware <br />limited liability company ("OMH"). <br />A. The City and OM entered into a certain Property Disposition Agreement dated as <br />of February 21, 2007, which was amended by a First Amendment to Property Disposition <br />Agreement dated September 28, 2007 and a Second Amendment to Property Disposition <br />Agreement dated as of February 20, 2008 (as amended, the "Agreement"). <br />B. The City and OM now desire to confirm certain matters pertaining to the <br />Agreement and amend and supplement the Agreement in certain material respects, which <br />matters, amendments and supplements are acceptable to OM INC and OMH. <br />NOW THEREFORE, for and in consideration of the mutual promises as stated herein and <br />for other good and valuable consideration, the receipt and sufficiency of which is hereby <br />acknowledged, the parties to this Amendment agree as follows: <br />1. The City Property/Landfill Property/Simpson Pad/Mill Property. Pursuant to <br />Section 16.6 of the Agreement, the City and OM anticipated the possibility that the City would <br />retain ownership of the wetlands surrounding the buildable area located on the Simpson Pad <br />rather than receiving at Closing a dedication of these areas or conservation or other easement <br />rights for such wetland and non -buildable areas (collectively the "Simpson Wetlands" or "City <br />Owned Simpson Parcels"). The parties to this Amendment now agree that the City will retain <br />fee ownership of the Simpson Wetlands. Accordingly, "City Property" shall be and is hereby <br />revised to refer to the property described or graphically depicted in Exhibit A attached hereto; <br />the "Landfill Site" shall be referred to as the "Landfill Pad" and is revised to refer to the property <br />described in Exhibit B attached hereto (which includes properties referred to as the "Former RR <br />ROW/River Parcels" south of 36th Street), the "Simpson Site" shall be referred to as the <br />"Simpson Pad" and is revised to refer to the property described in Exhibit C attached hereto, and <br />the "Mill Site" shall be referred to as the "Mill Property" and refers to the property described in <br />Exhibit D attached hereto which includes properties referred to as the "Former RR ROW/River <br />Parcels" north of 36th Street). The graphic description of the City Property set forth in Exhibit A <br />shall replace the description in Exhibit B-1 to the Agreement. All other references in the <br />Agreement, including without limitation recital A, shall be and are hereby changed to reflect the <br />forgoing descriptions. For the avoidance of doubt, the Parties acknowledge and agree that OM <br />and its Affiliated Entities have no right to purchase the properties described in Exhibit A as the <br />"City -retained parcels," which shall consist of the City Owned Simpson Parcels (Lots 10, 11, 12, <br />06107-0063/LEGALl42n�.l 4221353. i <br />06107 0063P EG A I i n 7 097o i <br />