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1. Exchange of Real Property
<br />1.1. 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 />Grant 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 specific, including
<br />any and 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 />free 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 />leasehold 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 Dollars ($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 opening of the escrow ("Effective
<br />Date").
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