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7.1.8 Authority Documents <br /> Duly adopted resolutions by the City Council for the City of Everett or other evidence <br /> satisfactory to Title Company of the authorization of the sale of the City Property to OM and of <br /> the authority of the person(s)executing and delivering documents at Closing on behalf of City. <br /> 7.1.9 City's Certificate <br /> A certificate certifying that each and every warranty and representation made by the City <br /> in this Agreement is true and correct in all material respects as of Closing as if made by the City <br /> at such time, except as shall have been disclosed to and waived by OM in writing. <br /> 7.1.10 Closing Statement <br /> A closing statement setting forth in reasonable detail the financial transaction <br /> contemplated by this Agreement, including, without limitation, the Purchase Price, all pro- <br /> rations, the allocation of costs specified herein and the source, application and disbursement of <br /> all funds (the"Closing Statement"). <br /> 7.1.11 Miscellaneous <br /> Such other items, documents, affidavits, real City Property instruments and certificates as <br /> required by the terms and conditions of Section 6.1 above or as OM otherwise reasonably <br /> requires or as may be necessary or desirable to consummate the sale of the City Property and to <br /> induce Title Company to issue the Title Policy. <br /> 7.2 OM's Deliveries <br /> OM shall deliver the following items to the City or to Title Company, duly executed and <br /> acknowledged by City, as applicable: <br /> 7.2.1 Real Estate Excise Tax Affidavit <br /> The real estate excise tax affidavit as required in connection with the conveyance of the <br /> City Property. <br /> 7.2.2 City Work, Utility,41st Street Overpass and Pedestrian Easements <br /> The City Work Easement, the Utility Easements, the 41st Street Overpass Easement and <br /> the Pedestrian Easements, all in form reasonably acceptable to the City. <br /> 7.2.3 Environmental Indemnification and Landfill Agreement <br /> The Environmental Indemnification and Landfill Agreement described and referenced in <br /> Section 16.8 below. <br /> 7.2.4 Shelter Lease and Public Works Yard Lease <br /> The Shelter Lease and, if required,the Public Works Yard Lease. <br /> -16- <br /> 06I07-0063.'LEGAL 13023969.1 <br />