. - ,...~ <br />therefore. Amtrak and the City shall negotiate in good faith to resolve any such <br />dispute. If the parties are unable to resolve the dispute after sixty (60) days, Amtrak <br />shall make the final decision. Notwithstanding anything to the contrary, in no event <br />will Amtrak be obligated to make any payments pursuant to this Section 9B until any <br />and all disputes related to costs payable under Section 9A have been completely and <br />finally resolved. <br />10. The City will maintain all written records regazding payment of all costs and expenses <br />relating to the Work for three (3) years following completion of the Work. Upon at least <br />seventy-two (72) hours prior written notice, the City shall make such records available during <br />the city's normal business hours for copying, inspectioq audit or review by Amtrak <br />employees, independent agents or federal agencies pursuant to applicable laws, rules and <br />regulations. <br />11, The City agrees that Amtrak's Contnbution will be in lieu of any requirements by the City for <br />Amtrak to pay any operating and maintenance lease payments for the first twenty (20) years <br />of Amtrak's tenancy in the Station. The City and Amhak shall execute atwenty-yeaz lease <br />with an annual rental of One Dollars (S 1.00) in the form attached hereto as Exhibit A. In <br />additioq thie City will provide Amtrak, at no additional charge to Amtrak, percent <br />(_%) to the total pazking stalls at tlx Station at a location reasonably agreeable to by Amtrak. <br />12. Nothing in this Agreement, whether express of implied, is intended to confer any rights or <br />remedies on any persons other than the parties hereto a~ their respective successors and <br />assigns. <br />13. All notices, approvals, acceptances, demands and otber communications required or permitted <br />hereunder moult be in writing and must be delivered either in person or by mailing same via <br />United States Mail (postage prepaid, registered or certified, return receipt requested) or by <br />,Federal Express or otber similar overnight delivery service to the party to whom the notice is <br />directed at the address of such party as follows: <br />To: National Railroad Passenger Corporation -Amtrak West <br />530 Water Street, 5'~ Floor <br />Oakland, CA 94607 <br />Attn: Manager Real Estate Services <br />and <br />To: National Railroad Passenger Corporation -Engineering Dept. <br />303 South Jackson Street <br />Seattle, WA 98104 <br />Atha: District Engineer <br />Or <br />To: City of Eugene <br />858 Pearl Street, and Floor <br />Eugene, OR 97401 <br />Attn: Project Manager <br />'Written comnnuiication s1ia11 be effective upon receipt. Either party may change its address <br />by giving the other party written notice of its new address as herein provided. <br />14. The Agreement contains the entire understanding and agreement of the parties, and there have <br />been no promises, representations, agreements, warrants or undertakings by any of the parties, <br />either oral or written, of any character or nature hereafter binding except as set forth herein. <br />