StaffReport_Property Exchange 20260401 (2)

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Property Exchange Agreement - 9 8. The Information delivered relating to the Exchange Property pursuant to this Agreement or in connection with the execution hereof is, and at Closing will be, true and correct to the best of the delivering Party’s knowledge. 9. There are no historical artifacts, Indian artifacts, or burial grounds located on or under the Exchange Property and there are no endangered species, as determined under federal, state, or local laws, located on or under the Exchange Property. 10. Transferor has not received notice of any default or breach by any third party under any covenants, conditions, restrictions, rights-of-way, or easements in respect to the Exchange Property or that may affect the Exchange Property or any portion thereof and, to the knowledge of Transferor, no condition exists that with the passage of time or giving notice or both would constitute such a default. 11. Transferor is not a foreign person as defined in § 1445(f)(3) of the Internal Revenue Code of 1986, as amended. 12. There are no attachments, executions, assignments for the benefit of creditors, or proceedings in bankruptcy or under any other debtor relief laws contemplated by or pending or, to the knowledge of Transferor, threatened by or against Transferor. 13. There are no pending or threatened mechanics' or materialmen's liens against the Exchange Property. 14. All of the representations and warranties of Transferor contained in this Agreement shall be true and the correct as of the Effective Date and as of the Closing and shall survive the Closing. 15. None of the foregoing representations and warranties contain any untrue statement of material fact. C. Knowledge. The term “knowledge” as used in this Agreement, including without limitation this Section 4, refers to the actual, present knowledge of: (1) Heidi Behrends Cerniwey, City Manager, for the City; (2) Josh Fredrickson, Director of Public Works Department, for the County; and (3) Jim Wohlpart, CWU President, for CWU (each being the respective Party’s “Information Representative”), as of the Effective Date of this Agreement. Section 5. Operations Pending Closing. Except as otherwise set forth in this Agreement, no Party shall, after the Effective Date, (1) enter into or agree to enter into any lease, easement, license, or other agreement concerning occupancy or use of any of the Exchange Properties that will survive Closing hereunder, or (2) enter into, or consent in writing to, any easement, encumbrance, covenant, condition, restriction, or right-of-way affecting an Exchange Property without first obtaining the prior written consent of the intended Transferee of the Exchange Property hereunder.