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1. Exchange of Real Property
<br />I.I. Conveyance by City: City agrees to convey the Bristol Property to Naing by Grant
<br />Deed, and Naing agrees to accept the same from the City,
<br />1.2. Conveyance by Naing. Naing agrees to convey the Standard Property to City by
<br />Chant Deed, and City agrees to accept the same from Naing.
<br />1.3. Title Conveyance. The Parties agree that, except as may hereinafter be otherwise
<br />expressly provided, the real properties subject to this Agreement shall be
<br />conveyed by the Parties, as aforesaid, free and clear of any and:all conditions,
<br />restrictions, reservations, exceptions, easements, assessments, profits, limitations,
<br />encumbrances (whether monetary or non -monetary, general or speclfic, including
<br />any acid all leasehold interests); liens, clouds or defects in title: The Parties hereby
<br />warrant that the title to said. real properties to be conveyed by the Parties shall be
<br />*cc and clear as provided above. The Parties further agree that acceptance of any
<br />deed to said real property, with or without knowledge of any condition, restriction,
<br />reservation, exception, easement, assessment, profit, limitation, encumbrance
<br />(whether monetary or non -monetary, general or specific, and including any and all
<br />leaschold interests), _lien, cloud or defect in title, shall not constitute a waiver by
<br />either Party of its right to the full and clear title hereinabove .agreed to be
<br />conveyed by the Parties, nor of any right which might accrue because of the
<br />failure of the Parties to.convey title as hereinabove provided.
<br />2. Monetary Consideration
<br />2.1 Monetary Consideration. The Bristol Property encompasses 33,972 square- feet of
<br />land, which was appraised for One -.Million, Four -Hundred .and Fourteen
<br />Thousand Dollars ($,1,414,000). The Standard Property encompasses 32,690
<br />square feet of land, which was appraised for One -Million, Four -Hundred and Five
<br />Thousand Dollar's ($1,405,000). Accordingly, in order to compensate for the
<br />difference in. appraisal value between the subject Properties and even the value of
<br />the transaction, Naing shall pay the City Nine -Thousand Dollars. ($9,000) in
<br />additional compensation ("Appraisal Difference").
<br />3. Escrow
<br />3.1 escrow Agent. Within five (5) days from and after the execution of this
<br />Agreement by all Parties, .City agrees to open an escrow at the office .of
<br />Commonwealth Land Title Company, 4100 Newport Place Dr., Suite 120,
<br />Newport Beach, CA 92660 ("Escrow Agent"), This Agreement constitutes the
<br />joint escrow instructions of the Parties and a duplicate original of this Agreement
<br />shall be delivered to the Escrow Agent "upon the apening.of the; escrow ("Effective.
<br />Date"),
<br />75A-6
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