2016/03/09 Council Agenda Packet

I d. The provisions of this section shall survive the expiration or termination of this Option Agreement with respect to any event occurring prior to such expiration or termination. 7. Conditions To Be Satisfied Before City Will Exercise Option. The City has the authority, option, and right to terminate this Option Agreement at any time before it exercises its Option. The City has no obligation whatsoever to exercise the Option. Further, the District acknowledges that the City does not intend to exercise its Option under this Option Agreement until at least the following have occurred: a. The City has completed its due diligence investigation of the Property and is satisfied with the results of the investigation. As a part of its due diligence, the City plans to conduct a Phase I Environmental Site Assessment of the Property. If as a result of the Phase I assessment, a Phase II Environmental Site Assessment is recommended, then City is entitled to an additional 60-day extension without payment of any Extension Fee for such 60 days. The District acknowledges that, depending on the results of such environmental assessments, the City may, prior to exercising the Option, seek further agreements with the District in order to further address any potential site remediation that may occur on the Property or other environmental matters, which the District shall reasonably consider but shall not be obligated to accept; and b. The City has reviewed Preliminary Commitment regarding the Property referred to in Section 11 of this Option Agreement and other information concerning the condition of title to the Property and is satisfied with same; and C. The approval of the purchase of the Property by the City Council. 8 Notices. The Option, or the option to extend the term of the Option as hereinabove provided, shall be exercised by the City by notice in writing either hand-delivered or deposited in the United States Mail, postage prepaid, by either regular and/or certified mail, and addressed to the District at the following address: Public Utility District No. 1 of Snohomish County CIO Kelly C. McGill PO Box 1107 Everett, WA 98206-1107 9. Purchase Price. The purchase price of the Property shall be Four Hundred Seventy Four Nine Hundred Fifty Dollars (US $474,950.00) ("Purchase Price"), which shall be payable by the City in cash at closing. 10. Title of District. District represents, warrants, and covenants to the City that the District has the full right and authority to make this Option Agreement. and at closing the title of the District to the Property shall be free of encumbrances or defects except: rights reserved in federal patents or state deeds; existing easements; a high-voltage, primary and secondary easement reserved in favor of the District along the west seventeen feet (17') of the Property; and applicable building and/or zoning regulations and/or provisions. Everett Option Agreement Page 3 4