2008/04/30 Council Agenda Packet

constructed and improved 41 st Street overpass and the Roundabout (as defined in Section 18.1(c) of the Agreement) is located, which property is identified as New Lots 17 and 20 in the BLA Application (collectively, "41st Street Overpass and Roundabout" or "41st Street ROW"). The roadway to be constructed within the 41St Street Overpass and Roundabout shall be available, when completed, as a public right of way owned and maintained by the City. 12. Retention of Wetlands on Former Simpson Site. The City's retention of the Simpson Wetlands shall not be construed to limit the City's right to obtain easements for, or to otherwise retain rights to, other wetlands pursuant to the Agreement (including, without limitation, Section 16.6 therein). 13. OM Affiliated Entities (a) Prior to Closing, OM will assign its right to purchase the Simpson Pad and the Mill Property under the Agreement to OMH, which OM represents and warrants to be an Affiliated Entity pursuant to Section 14.1 of the Agreement (the "OMH Assignment"). OMH desires to acquire the Simpson Pad and the Mill Property from the City and, by signing this Amendment, represents and warrants that it is an Affiliated Entity of OM and does hereby assume the rights, obligations and liabilities of OM under the Agreementwith r-espeet to the Si.,....s.,,,, Pad gra the Mill Pr -e .ei4y, without releasing OM from any such rights, obligations or Liabilities. OM hereby affirms that it is not and shall not be released or relieved of any obligations under the Agreement as a consequence of the OMH Assignment. (b) Prior to Closing, OM will assign its right to purchase the Landfill Property under the Agreement to OM INC, a newly formed Washington corporation, which OM represents and warrants to be an Affiliated Entity pursuant to Section 14.1 of the Agreement (the "OM INC Assignment"). OM INC desires to acquire the Landfill Property from the City and, by signing this Amendment, represents and warrants that it is an Affiliated Entity of OM and does hereby assume the rights, obligations and liabilities of OM under the Agreementwith r-espo,.�e Landfill ems, , without releasing OM from any such rights, obligations or liabilities. OM hereby affirms that it is not and shall not be released or relieved of any obligations under the Agreement as a consequence of the OM INC Assignment. (c) For the avoidance of doubt, the assumptions by OMH and OM INC of the Agreement shall not extend to the Environmental Agreements references in Section 5 above or -- the easements and agreements referenced in Section 14 below unless that are expressly identified as a party to such agreements. 14. Easements. At Closing, the Easement ^ gree , ents f fms aeeeptable to the City and 9#Ieasements and agreements in substantially the forms attached hereto as Exhibit H shall be signed, delivered and recorded by the parties to this Amendment that are described therein. The Easementseasements and agreements, when signed, delivered and recorded at Closing shall satisfy the requirements of Sections 3.7, 3.8, 3.9 and 3.10 of the Agreement. Such Easementseasements and agreements shall include a Reciprocal Temporary Construction Easements Agreement, a Reciprocal Access, Utilities and Trail Easement and Agreement (Simpson Property), a Secondary Fire Access Rem Easement; and an Easement for Existing ago-, g o.w.Ti7.�iT_�i _ ��_ �