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<br />I <br /> <br />I <br /> <br />I <br /> <br />3. <br /> <br />The City, the County and TNC acknowledge and agree that TNC has incurred and will <br />incur considerable costs and expenses in connection with the TNC Purchase Agreement <br />and any subsequent ownership of the Property by TNC, in the coordination and <br />facilitation of fundraising efforts, and in the conveyance of the Property by TNC to the <br />City. The City agrees to pay TNC for these costs and expenses, notwithstanding the <br />assignment, termination or closing of the TNC Purchase Agreement or City Purchase <br />Agreement, as follows: <br /> <br />(i) <br /> <br />TNC Purchase Agreement Costs: In the event of the assignment of the TNC <br />Purchase Agreement by TNC to the City at the City's request, the City shall pay <br />TNC on or before the date of such assignment: (A) the fixed amount of <br />$60,000.00 for TNC's indirect costs and overhead expenses, (B) the fixed amount <br />of $7,500.00 for TNC's appraisal costs, (C) the amount of $25,000 for TNC's <br />contribution to the earnest money for the TNC Purchase Agreement, and (D) any <br />other out-of-pocket costs incurred by TNC in connection with the TNC Purchase <br />Agreement, including, without limitation, any survey fees and environmental <br />assessment expenses. <br /> <br />In the event of the closing of TNC's acquisition of the Property from Seller, the <br />City shall pay TNC on or before the date of such closing: (A) the fixed amount of <br />$30,000.00 for TNC's indirect costs and overhead expenses, and (B) the fixed <br />amount of $7,500.00 for TNC's appraisal costs. If the City Purchase Agreement <br />is assigned or terminated by the City, the City shall also pay TNC on or before the <br />date of such assignment or termination the additional fixed amount of $30,000.00 <br />for TNC's indirect costs and overhead expenses. <br /> <br />In the event of the closing of the City Purchase Agreement between TNC and the <br />City, the City shall pay TNC on or before the date of such closing (A) the fixed <br />amount of $30,000.00 for TNC's indirect costs and overhead expenses, and (B) <br />any out-of-pocket costs incurred by TNC in connection with the TNC Purchase <br />Agreement, including, without limitation, any survey fees and environmental <br />assessment expenses. This payment is in addition to any payments to be made by <br />the City under Paragraph 2 above. <br /> <br />(ii) <br /> <br />TNC Holding Costs: In the event that TNC acquires the Property from Seller, the <br />City shall pay TNC the total out-of-pocket costs incurred by TNC during its <br />ownership of the Property, including, without limitation, (A) interest at a rate not <br />to exceed the Prime Rate (through the date of payment under this Paragraph 3(ii)) <br />from any internal or third party financing obtained by TNC for its acquisition of <br />the Property from Seller and payment of out-of-pocket expenses in connection <br />with its acquisition and ownership of the Property, (B) reasonable attorney's fees <br />for outside counsel retained by TNC to defend any claims or suits arising in <br />connection with the Property, (C) liability and casualty insurance, (D) taxes, and <br />(E) necessary repairs, maintenance and security expenses. TNC agrees to use <br />reasonable efforts to minimize its holding costs in light of the City's obligation to <br /> <br />4 <br />