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<br /> <br />Property Exchange Agreement - 12 <br /> <br /> <br /> 4. The City shall deliver to the Title Company for recording a bill of <br />sale for the City Building in a form acceptable to the County, fully executed and <br />acknowledged by the City, and conveying title; <br /> <br />5. Each Transferor shall deliver to the corresponding Transferee a <br />non-foreign status certificate pursuant to Internal Revenue Code § 1445, duly <br />executed by the Transferor; <br /> <br />6. Each Party shall execute or deliver such other and further <br />documents as may be reasonably required to consummate the transactions <br />contemplated by this Agreement and for the Title Company to issue an Owner’s <br />Policy to the City in accordance with this Agreement; <br /> <br /> 7. Possession by each Transferee of the corresponding Exchange <br />Property. <br /> <br />Section 8. Fees and Costs; Taxes. <br /> <br /> A. Unless otherwise expressly set forth in this Agreement, the Parties shall prorate <br />items of income and expense related to the Exchange Properties and shall allocate certain <br />Closing costs as set forth in this Section 8. <br /> <br /> B. Each Transferor will be responsible for the cost of removing any monetary <br />encumbrances or obtaining any lien releases pertaining to the Exchange Property to be conveyed <br />by it hereunder. <br /> <br /> C. Each Party shall pay for the cost of any Property Appraisals, Property Surveys, <br />Title Policies, or Tests obtained by, or on behalf of, said Party after the Effective Date. Each <br />Party shall pay one-third (1/3) of the Closing escrow agent’s fees and one-third (1/3) of the costs <br />of recording all documents and instruments (other than those pertaining to a Transferor’s own <br />monetary encumbrances or other lien releases) to be recorded at the Closing. Each Transferor <br />will be responsible for payment of all transfer taxes (real estate excise tax) attributable to the <br />conveyance of that Transferor’s Exchange Property to Transferee. <br /> <br /> D. There shall be no proration for real estate ad valorem taxes, personal property <br />taxes, or special tax assessments (“Taxes”) accruing to, attributable to, or becoming a lien <br />against any Exchange Property that are not yet due and payable as of the Closing Date. Each <br />Party shall pay on or before the Closing Date any and all such Taxes attributable to the Exchange <br />Property to be conveyed by it hereunder that is due and payable on or before the Closing Date. <br /> <br /> E. Other than as set forth above or elsewhere in this Agreement, each Party shall pay <br />its own expenses, including costs of legal counsel, incurred in connection with the transaction <br />contemplated by this Agreement.