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<br />2 <br /> <br />AGREEMENT <br /> <br />1. Reconveyance. The City shall reconvey to the District the Amador Theater property <br />described in Exhibit A (the “Property”) by Grant Deed subject to reservation of the existing <br />access and utility easements as described in Exhibit A. <br /> <br />2. Consideration. The District shall pay the City One Hundred Dollars ($100.00) for the <br />reconveyance of the Property (the “Cash Payment”). <br /> <br />a. The Property shall not include those personal property items or improvements <br />installed by the City which the City removes pursuant to Section 6, below. <br /> <br />3. Reconveyance of Title. <br /> <br />a. The City shall take all actions necessary to convey the Property to the District no later <br />than September 1, 2024. <br /> <br />b. The District will pay the Cash Payment for the Property to the City within ten (10) <br />days of the Effective Date of this Agreement. <br /> <br />c. At the discretion of the District, reconveyance may occur by escrow through a title <br />company selected by the District. <br /> <br />i. If the District elects to have the reconveyance occur through escrow <br />established by a title company, the District and the City shall jointly prepare <br />escrow instructions. <br /> <br />1. The District shall be responsible for the cost of title insurance and title <br />report costs. The Parties shall equally split the cost of any recording <br />fees and escrow fees. <br /> <br />4. Reconveyance of Property in As-Is Condition; Representations and Warranties. Except as <br />stated in this Section 4, the District and the City agree that the reconveyance of the Property <br />shall be in an as-is condition, subject to the City’s removal of City property as provided in <br />Section 6, below. The City represents and warrants that, to the best of its knowledge and <br />except as disclosed to the District in writing: <br />a. City has made no written commitments or agreements materially and adversely <br />affecting the Property, or any part thereof, or any interest therein, that will survive the <br />conveyance of the Property to the District. <br />b. As of the Effective Date, there are no mechanics’, materialmen’s, or similar claims or <br />liens presently claimed or which will be claimed against the Property for work <br />performed or commenced for the City or on the City’s behalf. <br />c. As of the Effective Date, there are not any written or oral leases or contractual rights <br />or options to lease, purchase, or otherwise enjoy possession, rights or interests of any <br />nature in and to the Property and no persons shall have any right of possession to the <br />Property as of the conveyance to the District. <br />Page 40 of 454