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11.1.3. Place and Time of Closing. The sale shall be closed in the offices of <br />NexTitle, Ellensburg Washington Office (hereinafter the "Closing Agent"), within <br />thirty (30) days after the consent form is signed by Ecology. The Seller and the <br />County agree to work in good faith to accomplish the date of closing by December <br />20,2024. <br />11.2. Obligations of the County and Seller at Closing. County and Seller shall deposit <br />with the Closing Agent at least three (3) days before the closing date all instruments, <br />documents, and monies necessary close the sale in accordance with this Agreement. <br />11.3. Payment of Costs <br />1 1.3.1. Costs to be Divided Equally.Escrow fees, if any, the closing fee charged by <br />the closing agent and document preparation fees shall be divided equally between <br />County and Seller. <br />11.3.2. Costs to be paid by Seller. Seller shall pay all real estate excise taxes, <br />attomey's fees incurred by Seller, if any, and other charges normally borne by a <br />Seller. <br />11.3.3. Costs to be Paid by County. County shall pay County's attorney fees, if any, <br />those costs or expenses normally allocated to a County in a real estate transaction. <br />11.4. Execution o.f All Documents. Seller and the County, individually and severally, <br />hereby acknowledge that the execution of all documents associated with this transaction <br />will substantially affect their legal rights and that each has the opportunity to obtain and <br />consult with independent legal counsel for the purposes of this transaction and matters <br />relating thereto. <br />12. Attomeys' Fees. If either party hereto is required to retain an attorney to enforce <br />any provision of this Agreement, whether or not a legal proceeding is commenced, the <br />substantially prevailing parly shall be entitled to reasonable attorneys' fees regardless of whether <br />at trial, on appeal, in any bankruptcy proceeding, arbitration matter or without resort to suit. <br />13. Governing Law. This Agreement shall be interpreted, construed and enforced <br />according to the laws of the State of Washington. <br />14. Notices. Subject to the requirements ofany applicable statute, any notices required <br />or permiffed by law or under this Agreement shall be in writing and shall be (i) personally <br />6