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<br /> z <br /> therefore. Amtrak and the City shall negotiate in good faith to resolve any such <br /> dispute. If the parties aze 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 regarding 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, inspection, 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 Contn'bution 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 Amtrak shall execute atwenty-year lease <br /> with an annual rental of One Dollars ($1.00) in the form attached hereto as Exhibit A. In <br /> addition, the City will provide Amtrak, at no additional chazge to Amtrak, percent <br /> to the total parking stalls at tbe 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 and their respective successors and <br /> assigns. <br /> 13. All notices, approvals, acceptances, demands and other communications required or pemutted <br /> hereunder must 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 other 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 /> Attn: District Engineer <br /> Or <br /> To: City of Eugene <br /> 858 Peazl Street, 3`a Floor <br /> Eugene, OR 97401 <br /> Attn: Project Manager <br /> Written communication shall 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 /> <br />