Laserfiche WebLink
deposit does not include the Environmental Holdback(as defined below), which will be <br /> deposited into a City account as set forth in Section 6 below. <br /> 5. Smith Street Mill. In addition any other rights that the City have to not <br /> close the transaction hereunder or to terminate the Agreement, the parties further agree <br /> that City has no obligation to close the purchase of the Property hereunder unless (a)the <br /> Release attached as Exhibit B to this Amendment(the"Release") is delivered to the City <br /> at Closing fully executed by Smith Street Mill and (b) Property title upon conveyance to <br /> the City will be free and clear of any deed of trust or other lien or encumbrance of Smith <br /> Street Mill. The term "Smith Street Mill" is as defined in the Release. <br /> 6. Environmental Holdback. <br /> (a) Environmental Holdback. At Closing, seven hundred and fifty <br /> thousand($750,000)of the Purchase Price shall be deposited in an account of the City of <br /> Everett ("Environmental Holdback"). This amount will be directly deposited by the <br /> City at Closing into such account and will not be deposited with the Closing Agent. The <br /> Seller acknowledges and accepts that the City, as the Buyer hereunder, is not and cannot <br /> be escrow agent or some other form of fiduciary with respect to the Environmental <br /> Holdback. Accordingly, the Seller agrees that the City's duties as holder of the <br /> Environmental Holdback are solely and exclusively as set forth in this Amendment. If <br /> Seller disputes the City's handling of the Environmental Holdback, then Seller's sole <br /> remedy is for breach of this Agreement in accordance with the dispute resolution process <br /> described in Section 8 below. <br /> (b) Definition ofEliaible Remediation.Work. "Eligible Remediation <br /> Work" refers to (i) any work to investigate, treat, remediate, remove, or otherwise . <br /> address Hazardous Substances identified in, on, or under the Property and described in <br /> the Memorandum by GeoEngineers dated December 2, 2016, attached as Exhibit A to <br /> this Amendment ("Remediation Report") and (ii) any work to investigate, treat, <br /> remediate, remove, or otherwise address any other Hazardous Substances or <br /> environmental contamination in, on, or under the Property as may be later discovered <br /> during such Eligible Remediation Work or redevelopment of the Property. <br /> Regardless of the foregoing,the parties agree that Eligible Remediation Work in no event <br /> ever includes any of the following: (1) importing, placement or compaction of backfill <br /> (estimated in Table 1 of the Remediation Report as $270,000); or (2)construction of an <br /> asphalt cap(estimated in Table 1 of the Remediation Report as$17,500). <br /> (c) Withdrawal from.Environmental Holdback, If Buyer incurs costs <br /> for Eligible Remediation Work (which may include without limitation costs of Buyer <br /> staff time, contractor costs and consultant costs, all in accordance with Buyer's usual <br /> 2 <br /> 107880 100 gm064103gg,004 3 <br />