Kimberly Clark Worldwide Inc 12/28/2005

City of Everett Real Property Mgr. 3200 Cedar St. Everett, WA 98201 with a copy to: City of Everett City Attorney 2930 Wetmore Ave. Everett, WA 98201 D. From time to time either party may designate another address within the 48 contiguous states of the United States of America for all purposes of this Agreement by giving the other party not less than thirty (30) days advance written notice of such change of address in accordance with the provisions hereof. Section 16. Entire Agreement. This Agreement(including the exhibits hereto)contains the entire agreement between Seller and Purchaser, and no oral statements or prior written matter not specifically incorporated herein shall be of any force and effect. All prior offers of Purchase and Sale Agreements or discussions between the parties are hereby rescinded, revoked, and/or withdrawn, as well as any counter-offers relating thereto. No variation, modification, or changes hereof shall be binding on either party hereto unless set forth in a document executed by such parties or a duly authorized agent, officer or representative thereof. Section 17. Assigns. This Agreement shall inure to the benefit of and be binding on the parties hereto and their respective legal representatives, successors, and assigns; provided, however, neither party may assign its rights under this Agreement without the prior written consent of the other party. All indemnifications contained in this Agreement for the benefit of a party shall extend to the parties' officers, employees, agents, and their successors and assigns. Section 18. Time for Execution and°Effective Date. The date on which this Agreement is executed by the last to sign of the Seller and Purchaser shall be the Effective Date of this Agreement. Section 19. Negation of Agency/Partnership. No provision of this Agreement or subsequent conduct of the parties shall be construed as making either party an agent, principal, partner or joint venturer with the other party,or as making either party responsible for the payment or reimbursement of any costs incurred by that party in pursuing this transaction if the Agreement is terminated for any reason. Section 20. Time of the Essence. Time is of the essence of this Agreement. Section 21. Taking Prior to Closing. If a material portion of the Property becomes subject to a taking under the provisions of eminent domain prior to the Closing that would materially impair Purchaser's ability to develop the Property as contemplated by Purchaser, Purchaser shall have the option of: (i)closing this transaction as provided herein(with no reduction in the Purchase Price), in which event Seller shall assign to Purchaser at Closing all condemnation proceeds, if any, as a result of such proceeding or (ii) terminating this Agreement by giving Seller written notice thereof within ten (10) days from the date Purchaser receives notice of such taking, in which event - 13 -