25J - AGMT - NEGOTIATION WITH MA MAY THET NAING

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2. Term of Agreement. (a) The rights and duties of the City and Naing established by this Agreement shall commence on the first date on which all of the following have occurred (the "Effective Date "): (1) execution of this Agreement by the authorized representative(s) of Naing and delivery of such executed Agreement to the City, and (2) approval of this Agreement by the City. The City shall deliver a fully executed copy of this Agreement to Naing, within ten (10) calendar days after the governing body of die City has approved this Agreement, and its authorized representatives have executed this Agreement. This Agreement shall continue in effect for the period of one hundred eighty (180) consecutive calendar days immediately following the Effective Date ("Negotiation Period "), subject to Section 2(b). (b) The Negotiation Period may be extended upon the mutual written agreement of the City Manager and Naing for no more than two (2) additional consecutive ninety (90) calendar day periods. Notwithstanding the immediately preceding sentence or any other part of this Agreement, in no event shall the Negotiation Period exceed three hundred sixty (360) consecutive calendar days from the Effective Date. (c) This Agreement shall automatically expire and be of no further force or effect at the end of the Negotiation Period (as may be extended pursuant to the terms of this Agreement). (d) Additionally, either party may terminate this Agreement if the other party should fail to comply with or perform any provisions of this Agreement, or if progress is not being made in negotiations hereunder. (e) Naing and the City understand and agree that neither Party is under any obligation whatsoever to enter into a. real property exchange. In the event of the expiration or earlier termination of this Agreement, either party shall be free to negotiate with any persons or entities with respect to the sale, lease and development of its property. 3. Obligations of Naing and City, During the Negotiation Period, the Parties shall proceed diligently and in good faith to gather and present to each other for review, all of the following: (a) Current appraisals of the Proportics sought to be exchanged: Within the first 30 -60 days of the Effective Date of this Agreement, the parties agree to retain The Kiley Company, ELIZABETH M. KILEY, to prepare updated appraisals for the properties that are the subject of the potential exchange. Each party to bear its costs for the appraisal of its property. (b) A policy of title insurance shall be delivered to each other for each other's property's insuring the title of said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as the transferee of the property may later expressly agree to take subject to. EXHIBIT 1 25J -4