07-1766 Target Land Exchange Agreement

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monument sign to a new position within the Shopping Center, and grant to Target a perpetual easement to maintain and operate the relocated monument sign in its new location. F. Target is willing to grant City certain temporary construction licenses to use certain portions of Target's property to complete the Project and certain other work within the Shopping Center that City agrees to perform in consideration of Target's cooperation with the Exchange. NOW THEREFORE, in consideration of the mutual covenants set forth herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows: 1. Incorooration of Recitals. The parties acknowledge that the above recitals are true and correct and are incorporated herein by this reference. 2. Exchanae. Target agrees to convey the Target Exchange Property to City, under threat of condemnation, and City agrees to convey the City Exchange Property to Target, in lieu of condemnation, subject to the terms and conditions set forth in this Agreement. The Exchange contemplated by this Agreement shall occur on the date that is five (5) days after all of the conditions specified in Section 9 hereof have been satisfied or waived by the applicable party (the "Closing Date"). The period commencing upon the Effective Date (as defined in Section 31) and expiring on the Closing Date shall be referred to herein as the "Inspection Period". 3. Title Insurance Commitment and Survev. Within ten (10) days following the Effective Date, the City shall cause Chicago Title Insurance Company (the "Title Company") to (i) issue and deliver to Target an A.L.TA Owner's Policy Form B - 1970 (amended 10-17-70) title commitment covering the City Exchange Property ("Target's Title Commitment") accompanied by one (1) copy of each document supporting any exception to the Target's Title Commitment and (ii) issue and deliver to City an A.L.T.A. Owner's Policy Form B -1970 (amended 10-17-70) title commitment covering the Target Exchange Property ("City's Title Commitment") accompanied by one (1) copy of each document supporting any exception to the City's Title Commitment. Within ten (10) days following the Effective Date, City shall obtain and deliver to Target a current survey of the Target Exchange Property and City Exchange Property prepared by a surveyor licensed by the State of Florida and in accordance with the current standards for Land Title Surveys of the American Title Associate and the American Congress on Surveying and Mapping certified to Target, City and the Title Company (the "Survey"). The Survey shall set forth the legal description(s) of the Target Exchange Property and City Exchange Property and all easements appurtenant thereto and shall include a vicinity map showing the location of major streets and/or highways. The Survey shall also show all (i) improvements (including fences), (ii) easements encumbering and easements appurtenant to 524250 v4 -2-