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I <br /> 11. Title Insurance. The City is to obtain a preliminary title commitment from First American <br /> Title ("Title Company"), togetherwith legible copies of all exceptions shown therein (the <br /> "Preliminary Commitment"). <br /> 12. Closing. The sale shall be closed at First American Title, 2707 Colby Ave, Everett, WA <br /> 98201 ("Closing Agent"), within thirty (30) days after the City's exercise of the Option. The <br /> Parties shall, immediately on demand, deposit with the Closing Agent all instruments and <br /> monies required to complete the purchase and sale of the Property. <br /> 13. Closing Costs and Pro-rations. The cost of the Closing Agent's escrow fee shall be paid <br /> entirely by the City. The City shall pay the cost of recording all instruments. Taxes, rents, water <br /> and other utilities constituting liens, shall be prorated as of closing. The City shall pay any <br /> applicable real estate excise tax at time of closing. Each Party is responsible for the any <br /> attorney's fees they each incur. <br /> 14. Conveyance. At closing, the District shall convey good and marketable title to the <br /> Property to the City by a Bargain and Sales Deed.with a reservation of a high-voltage, primary <br /> and secondary easement in favor of the District along the west seventeen feet (17') of the <br /> Property. The form of the Deed, including the reserved easement, shall be in a form <br /> substantially similar to that attached hereto as Exhibit"B." <br /> 15. Maintenance of Property/Actions Prior to Closing. Until time of closing and conveyance <br /> of title to the Property to the City, the District shall maintain the Property in its present condition, <br /> ordinary wear and tear excepted. The District agrees not to lease or rent any portion of the <br /> Property, nor to enter into any agreement relating to the Property which agreement is not <br /> terminable prior to closing, and not to intentionally place, store, use or dispose of, nor knowingly <br /> permit any other person or party to place, store, use or dispose of, any Hazardous Substances <br /> (as defined below) on or under the Property. At all times prior to the Closing, or sooner <br /> termination of this Option.Agreement, the District agrees with respect to all or any portion of the <br /> Property: (a) not to enter into any written or oral contracts or agreements that would be binding <br /> on City or the Property after closing without City's prior written consent; and (b) not to enter into <br /> any contracts or agreements to sell or otherwise transfer all or any portion of the Property, <br /> including options or rights of first refusal or offer. <br /> 16. Possession. The City shall be entitled to possession of the Property as of date of <br /> closing. <br /> 17. Delivery of Records. Within thirty (30) business days after the date of this Option <br /> Agreement, the District shall use reasonable efforts to identify, locate and provide City with true <br /> copies of any and all of the following materials in the possession or control of, or obtained by the <br /> District in the course of District's own due diligence when it acquired the Property or subsequent <br /> to District's acquisition of the Property ("District's Records"): <br /> Easements, Licenses, Etc. Any and all easements, licenses, contracts, other <br /> agreements and other recorded documents encumbering or affecting the <br /> Property. <br /> ii. Environmental, Physical Reports. Any soils and geotechnical reports or studies, <br /> reports, studies and audits, or code or insurance compliance letters in connection <br /> with the physical or environmental condition of the Property. <br /> Everett Option Agreement Page 4 <br /> 5 <br />