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D. Since 2012, K -C has closed and demolished its Everett Mill. At the time of entering into the <br />Joint Use Agreement, K -C and the City intended that the City would have the right to assume control from <br />K -C of the operation of the Joint Use Facilities at such time as the K -C site ceases to be used as <br />manufacturing facilities, or otherwise by mutual agreement between K -C and the City. Accordingly, the <br />purpose of this Amendment is to fonnalize the City's assumption of control of the Joint Use Facilities <br />pursuant to Section 17.5 of the Joint Use Agreement. In order to allow the City to assume from K -C the <br />operation of the Joint Use Facilities, K -C and the City have agreed to transfer the ownerslup of the Joint Use <br />Facilities and the Capacity owned by K -C (the "K -C Capacity") to the City. <br />AGREEMENT <br />NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which aie <br />hereby acknowledged, the parties agree as follows: <br />1. City Assumption of Control of Joint Use Facilities. As of the Transfer Effective Date <br />(which is defined in Section 4 below), the City hereby assumes control of the Joint Use Facilities pursuant to <br />Section 17.5 of the Joint Use Agreement. K -C hereby consents to the City assuming such control and K -C <br />and the City agree as follows: <br />A. Transfer of Ownership of Joint Use Facilities and Capacity-. In consideration for the <br />City's assumption of control of the operation of the Joint Use Facilities and as required by Sections 17 and <br />21.5 of the Joint Use Agreement, K -C hereby transfers and conveys to the City, and the City accepts and <br />assumes, all of K -C's right, title, and interest in the K -C Capacity and the Joint Use Facilities. The transfer <br />and conveyance of the K -C Capacity and Joint Use Facilities to the City shall be effective as of the Transfer <br />Effective Date. Concurrently with the execution of this Amendment, K -C shall execute and deliver to the <br />City a Bill of Sale in the form attached hereto as Exhibit B and such other documents as K -C and the City <br />agree may be necessary to transfer al -id convey the K -C Capacity and the Joint Use Facilities and all existing <br />property rights known at the time of the execution of this Amendment to vest in the City the ownership of, <br />and all rights to operate, the Joint Use Facilities. <br />B. Amendment of Joint Use Agreement. In accordance with Section 21.4 of the Joint <br />Use Agreement and in addition to the other amendments to the Joint Use Agreement set forth in this <br />Amendment, K -C and the City agree as of the Transfer Effective Date to the amendments to the Joint Use <br />Agreement set forth in Exhibit C to this Amendment. <br />C. Assigmnent and Assumption of K -C Marysville Agreement. As of the Transfer <br />Effective Date, K -C assigns and delegates to the City, and the City accepts and assumes, all of K -C's rights <br />and obligations under the K -C Marysville Agreement. <br />D. Assigmnent and Assumption of Tri -Party Agreement. As of the Transfer Effective <br />Date, K -C assigns and delegates to the City, and the City accepts and assumes, all of K -C's rights and <br />obligations under the Tri -Party Agreement. <br />E. Assigimient and Assumption of BNSF License. As of the Transfer Effective Date, <br />K -C assigns and delegates to the City, and the City accepts and assumes, all of K -C's rights and obligations <br />under the BNSF License. <br />F. Assignment and Assumption of DNR Easement. As of the Transfer Effective Date, <br />K -C assigns and delegates to the City, and the City accepts and assumes, all of K -C's rights and obligations <br />under the DNR Easement. <br />2 <br />27 <br />I <br />