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':~ ,r •d~ <br />submitted for approval to City. Such plans and specifications shall be reviewed by Agency for <br />compliance with the Plan. LTD shall further provide Agency with copies of all documents <br />received or produced by LTD which in any way relate to the feasibility of the construction or <br />operation of the Station within three ~3} days of LTD's receipt or production. <br />5.4 LTD agrees to reconvey the Property, free of encumbrances suffered or created by <br />LTD, in the event the requirements of Paragraphs S .2 and 5.3 are not satisfied, and in the event <br />Agency requests reconveyance. -The agreement to reconvey shall include provision for payment <br />by Agency to LTD of an amount equal to the Fair Market Value consistent with FTA <br />regulations} of the Prapert~r at the time of reconveyance. For purposes of reconveyance, Fair <br />Market Value of the Property shall be as established by the same appraiser who established the <br />original purchase price hereunder, or in the event of impossibility thereof, the repurchase price <br />shall be established by arbitration conducted in accordance with the rules ai the American <br />Arbitration Association. In the event of arbitration, LTD and Agency shall each pay one-half <br />~I/~} of the fees and costs of the Association dnd the arbitrator. 0n or before the Closing Date, <br />LTD shall execute such document or documents in recordable form that Agency may require to <br />make this covenant a matter of record with Lane County Deeds, and Records. <br />5.4.1 LTD shall provide Agency the first right to purchase the Property at such <br />time as LTD decides to sell the Property. ~n the event LTD makes such a deternc~ination to sell <br />the Property, it shall give Agency written notification of LTD's safe decision and Agency shall <br />have sixty ~~0} days after receiving notification of LTD's intent to sell to inform LTD as to <br />whether or not Agency intends to purchase the Property. Should Agency choose to purchase the <br />Property, the purchase price shall be equal its Fair Market Value, as determined in accordance <br />with the provisions of Paragraph 5.4. Cn or before the Closing Date, LTD shall execute such. <br />document or documents in recordable farm that Agency may require to make this covenant a <br />matter of record with Lane County Deeds and Records. <br />5.5 LTD agrees to provide, in addition to the $71o,~0a purchase price for the property, <br />~a} SEVEN HUNDRED STY-THREE THOUSAND DOLLARS ~$7b3,04o}for replacement <br />parking ~n Garage Project"}, and fib} Surface Transportation Project ~"STP "} funds to the City <br />or Agency in the amount of TwO HUNDRED FORTY-TwD THOUSAND DOLLARS <br />~$242,o~a}, which the City ar Agency will convert, not later than June 3a, 199G, to gas tax <br />funds in the amount of TwO HUNDRED TWENTY-SEVEN THOUSAND DOLLARS <br />5.5.1 LTD's obligation to provide the SEVEN HUNDRED SLATY-THREE <br />THOUSAND DOLLARS ~$?63,40} in replacement parking funds is conditioned upon ~a} the <br />completion of the Garage Project, fib} the elimination of surface parking at the Station site, ~c} <br />commencement of construction of the Station and ~d} LTD having reasonable expectation that <br />a f"~nal building permit for station construction will be issued by City. Commencement of <br />construction of the Station shall be defrned as when the Hammer Building is demolished and <br />LTD determines that the Sta~.an site: is - suitable far construction to begin. - ..,.-,=: ~ :. ~ ,'_ <br />5.5.1.1 ~n the event LTD does not construct the Station, LTD nevertheless <br />agrees to support and advocate in favor of the ~ transfer of THREE HUNDRED THOUSAND <br />DOLLARS ~$3a4,4oa} in STP funds to the City far street improvement use. These street <br />Page 3 -INTERGOVERNMENTAL AGREEMENT <br />