STEADFAST 1 -2005 - Laserfiche WebLink

Home Browse Search

AGREEMENT 1. Exchange Agreement. If and when the Conditions Precedent are satisfied, (i) City shall convey to Steadfast the City Property, and Steadfast shall accept such conveyance and (ii) Steadfast shall convey to City the Steadfast Property and City shall accept such conveyance. 2. Consideration. Consideration for Steadfast's conveyance of the Steadfast Property to City shall be the conveyance of the City Property to Steadfast. Consideration for City's conveyance of the City Property to Steadfast shall be (i) the conveyance of the Steadfast Property to City, (ii) the demolition of the improvements and site structures located Steadfast Land, and (iii) the payment of the sum of$750,000.00 ("Parking Lot Payment"), which shall be paid in accordance with the terms hereof and shall be used exclusively for payment of the costs incurred by City in constructing the Parking Lot. (a) Parking Lot Payment. Not later than three (3) Business Days after the Opening of Escrow, Steadfast shall pay a portion of the Parking Lot Payment equal to $500,000.00 directly to the City. Steadfast shall pay the balance ofthe Parking Lot Payment in accordance with the provisions of Section 3( d)(ii)(F) hereof. (b) Bowers License. Concurrently with the execution of this Agreement, Steadfast and The Bowers Museum shall enter into a license agreement ("Bowers License Agreement") pursuant to which Steadfast shall provide Bowers with a license to use portions of 21 00 N. Main as a staging area and for such other purposes described therein. The Bowers License Agreement shall be substantially in the same form as the license agreement attached hereto as Exhibit G, and shall permit the activities set forth therein. 3. Escrow. (a) Escrow Holder. This Agreement shall also constitute joint escrow instructions to Escrow Holder. Within five (5) Business Days after the Execution Date, the Parties shall open Escrow for the purpose of exchanging the Steadfast Property and the City Property (collectively, "Properties") on the terms and conditions set forth in the Agreement. The Parties agree to execute such additional escrow instructions as Escrow Holder shall reasonably request; provided that in the event of conflict between such instructions and this Agreement, this Agreement shall in all events control. (b) Citv Escrow. Title and Other Expenses. City shall pay one halfof the Escrow fees charged by Escrow Holder in connection with this transaction, title insurance premiums for the City Title Policy, City's share of prorations with respect to the City Property and the Steadfast Property, as provided in Article 11 below, all state and county transfer taxes pertaining to the City Property, and any document recording charges and notary fees incurred in conjunction with the conveyance of the City Property to Steadfast, including without limitation, any recording fees and notary charges with respect to the City Deed. (c) Steadfast Escrow. Title and Other Expenses. Steadfast shall pay one half of the Escrow fees charged by Escrow Holder in connection with this transaction, all title insurance premiums for the Steadfast Title Policy, Steadfast's share of prorations with 40836735. 16 2