YMCA of Snohomish County 6/7/2018

(4) Closing Date. The closing of the transfer of the Park Property will occur on or before June 22, 2018, or such later date that the parties may agree, with the specific date as agreed by the City and the YMCA; provided, however, the Closing Date will be extended in the event that a force majeure or circumstance beyond the control of the YMCA makes it unable to so close the transfer of the Park Property by such date. (5) Closing Costs/Prorations. The City will pay real estate excise tax and sales tax, if any, associated with transfer of the Park Property. The City will pay all third- party closing costs associated with the transfer of the Park Property, including recording fees and any escrow fee. The City and YMCA will prepare a real estate excise tax affidavit as required to close the sale. All normal and customarily pro-ratable items, including without limitation real estate and personal property taxes and utility bills,will be prorated as of the date of closing, on the basis of a 365 day year, with the YMCA being charged and credited for all of same up to the closing date and the City being charged and credited for all of same on and after such date. Except as specifically set forth above, each party shall be solely responsible for payment of any legal expenses and other costs it incurs in connection with such sale. (6) The YMCA's Representations and Warranties. The YMCA represents and warrants to the City as of the Effective Date and as of the date of Park Property closing that: (i) The YMCA has full power and authority to convey the Park Property to the City. (ii) The YMCA has not received notice of any special assessments or condemnation proceedings affecting the Park Property. (iii) The YMCA has received no notice of any failure of the YMCA to comply with applicable laws and regulations relating to the Park Property, such as building, zoning, environmental, fire, or health and safety laws and regulations. (iv) The Park Property is not subject to any leases or service contracts that will be in effect after the closing date. (v) As of the Effective Date of this Agreement, the YMCA has provided the City copies of all Hazardous Materials investigations, soils reports, and environmental assessment reports with respect to the Park Property that are within the YMCA's possession or control. (vi) To the best of the YMCA's knowledge, there is no litigation pending or threatened against the YMCA with respect to the Park Property. (vii) The YMCA has no knowledge of the release or presence of Hazardous Materials on, in, from or onto the Park Property. 3