2008/04/30 Council Agenda Packet

J deliver an ALTA survey under Section 3.1 of the Agreement. The parties to this Amendment also acknowledge and agree that the exceptions set forth in the Preliminary Title Commitments attached to this Amendment as Exhibits E-1 and E-2 are and shall be Permitted Exceptions as described in Section 3.4 of the Agreement and shall replace Exhibit D to the Agreement. 3. Boundary Line Adjustment. To accommodate the revised descriptions referred to in Section 1 above, the City has prepared and filed, in cooperation with OM, a boundary line adjustment application and survey (BLA 08-004), recorded on April 8, 2008 under recording number 200804085006 (the 'BLA"). The BLA and the revised legal lots described therein are acceptable to OM. The cost of preparing, prosecuting and recording the BLA shall be paid for equally by OM and the City, with appropriate reimbursements being made at Closing; provided, however, in no event shall OM's share of the BLA costs exceed $25,000. 4. KLB License. The parties. to this Amendment agree that, contrary to the Agreement, the City shall retain at Closing the License granted to KLB referred to in Section 3.4(v) of the Agreement, which has been amended, with the consent of the parties, pursuant to a certain Amendment to License For Use of City Property dated April 9, 2008, a copy of which is attached to this Amendment as Exhibit F (hereinafter the "Amended KLB License"). Accordingly, subsection (v) of Section 3.4 of the Agreement is revised to read as follows: (v) the Licenses for Use of City Property granted to Atkinson-CH2M Hill and to KLB Construction, Inc. related to the I-5 HOV Project (the "Contractor License"); provided, however, only the Atkinson-CH2M Hill License shall be assigned to OM by the City and assumed by OM at Closing; 5. Environmental Indemnification Agreements. The parties to this Amendment agree that the Agreements forms attached to this Amendment as Exhibit G shall be and constitute, collectively, the Environmental Indemnification and Landfill Agreement referred to in the Agreement and shall be signed, delivered and recorded at Closing by the appropriate parties to this Amendment. The documents attached to this Amendment as Exhibit G include (i) the Landfill and Environmental Indemnification Agreement, (ii) the Simpson Site Environmental Indemnification Agreement, (iii) the Mill Property Environmental Indemnification Agreement and (iv) the Former RR ROW/River Parcels Environmental Indemnification Agreement. 6. Consent Decree Assurance. OM has received all of the assurances they required to satisfy the Environmental Agreement and Consent Decree Assurance Contingency and hereby waives the Environmental Agreement and Consent Decree Assurance Contingency set forth in Section 6.1.4 of the Agreement. The Parties agree that the closing condition set forth in Section 6.2.2 has been satisfied. 7. Simpson Site Environmental Assurance. The Department of Ecology has or agreed to issue in "NFA" letter for the Simpson Site acceptable to OM. Accordingly, OM hereby waives the "Simpson Site NFA Contingency" described in Section 6.1.8 of the Agreement. No party to this Amendment shall seek or have any right of reimbursement against any other party with respect to any costs or expenses incurred in connection with their respective efforts to 06107-0063/LEGAL14200426.1