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Fails to use the Property for City of Everett use which may include, but is not limited <br /> to, City office space,meeting space and reception space <br /> E. The Parties agree that City permanent non-use of the Van Valey House will <br /> trigger Section 1.A.2 of the Donation Agreement. Accordingly, once such permanent non- <br /> use occurs, the City must transfer the Van Valey House to an historic non-profit entity <br /> designated by City Council. <br /> F. The Museum desires to own the Van Valey House. The Parties agree that <br /> transfer to the Museum by the City by quit claim deed is in compliance with and required by <br /> Section 1.A.2 ofthe Donation Agreement. The Everett City Council has adopted a resolution <br /> authorizing this transfer of the Van Valey House and designating the Museum to receive the <br /> Van Valey House. The Morrows and the City are also executing a termination agreement, <br /> which will terminate the Donation Agreement effective upon closing of the transfer of the <br /> Van Valey House to the Museum (the"Termination Agreement"). <br /> G. The purpose of this Agreement is to formalize the process by which the City <br /> will transfer the Van Valey House to the Museum. <br /> AGREEMENT <br /> The Parties agree as follows: <br /> 1. Closing of Transfer. <br /> A. Deed. At closing, the City shall convey the Van Valey House to the <br /> Museum by duly executed and acknowledged quit claim deed ("Deed"). <br /> B. Personal Property. All personal property in the Van Valey House at <br /> closing is conveyed to Museum effective upon recording of the Deed. <br /> C. Title Insurance. If the Museum desires title insurance, the Museum <br /> will make all arrangements and pay all costs for such insurance. <br /> D. Closing Conditions. <br /> 1. Mutual Closing Conditions. The respective obligations of <br /> City and Museum to close the transfer contemplated in this Agreement are subject to the <br /> satisfaction at or prior to Closing of the following conditions precedent(the"Mutual Closing <br /> Conditions"):(a)No litigation or other court action shall have been commenced seeking to <br /> obtain an injunction or other relief from such court to enjoin the consummation of the <br /> transfer described in this Agreement, and no preliminary or permanent injunction or other <br /> order,decree,or ruling shall have been issued by a court of competent jurisdiction or by any <br /> governmental authority, that would make illegal or invalid or otherwise prevent the <br /> consummation of the transfer described in this Agreement, and (b)no law, statute, rule, or <br /> regulation shall have been enacted that would make illegal or invalid or otherwise prevent <br /> 2 <br />