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i <br /> i <br /> AGREEMENT <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 /> 2. Consideration. The District shall pay the City One Hundred Dollars ($100.00) for the <br /> reconveyance of the Property (the"Cash Payment"). <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 /> 3. Reconveyance of Title. <br /> a. The City shall take all actions necessary to convey the Property to the District no later <br /> than September 1, 2024. <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 /> c. At the discretion of the District, reconveyance may occur by escrow through a title <br /> company selected by the District. <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 /> 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 /> 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 /> 2 <br />