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which date must be no earlier than 90 days after delivery of the notice and(B) a <br /> termination payment in immediately available funds in an amount equal to $2.5 <br /> million, less the total Everett Resident User Fees paid to the City on or before the <br /> termination date. If the YMCA so terminates this Agreement, the Park Property <br /> shall remain in City ownership and remain subject to the requirements of the <br /> Companion Agreement. For the purposes of this Section 12, "Forest Park <br /> Permanent Closure" is deemed to occur if the City's Forest Park pool (which as <br /> of the Effective Date is about 5089 square feet) is closed to public use for more <br /> than 90 consecutive days and such closure is not the result of(i)pool maintenance <br /> or repair, (ii) pool improvements, or (iii) casualty loss requiring closure of the <br /> pool,so long as the City is reasonably working toward rebuilding the pool in order <br /> to reopen it to public use.. <br /> 13. Miscellaneous. <br /> A. Entire Agreement. This Agreement contain the entire agreement between <br /> the parties as to the subject matter hereof and supersedes all prior discussions and <br /> understandings between them with reference to such subject matter. <br /> B. Modification. This Agreement may not be amended or rescinded in any <br /> manner except by an instrument in writing signed by a duly authorized representative of <br /> the YMCA and by the Mayor of the City. <br /> C. Covenants Running with the Land; Easement in Gross. Subject to the <br /> teams hereof,the Access Easement and the terms and conditions referenced herein shall <br /> be deemed covenants running with and encumbering the YMCA Property, and shall be <br /> binding upon the YMCA's successors, grantees, and assigns with respect to the YMCA <br /> Property. The Access Easement is,however, an easement in gross. Accordingly,the <br /> rights and benefits under the Access Easement shall not attach to any property,but <br /> rather shall personally inure to the benefit of the City and Everett Resident Users. The <br /> YMCA may not assign any of the burdens or obligations established hereby without the <br /> prior written consent of City. <br /> D. Notices. All notices which may be or are required to be given pursuant <br /> to this Agreement shall be in writing and delivered to the parties at the following <br /> addresses: <br /> To City: City of Everett <br /> 2930 Wetmore Ave. Ste. 10-C <br /> Everett, WA 98201 <br /> Attention: City Attorney <br /> 13 <br />