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2. Title to be Conveyed. (a) Seller agrees that, except as may hereinafter be otherwise expressly
<br />provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all
<br />conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances,
<br />liens, leases, clouds or defects in title except those exceptions shown in Paragraph 14 below. Seller hereby
<br />warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as above
<br />provided. Seller further agrees that acceptance by City of any deed to said real property, with or without
<br />knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation,
<br />encumbrance, lien, lease, cloud or defect in title, shall not constitute a waiver by City of its right to the full
<br />and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to
<br />City because of the failure of Seller to convey title as hereinabove provided.
<br />(b) Seller does hereby convey to City a temporary construction easement as described in greater detail in
<br />Exhibit "B" attached hereto and by this reference made a part hereof.
<br />3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real
<br />property to City, within the time and at the place hereinabove specified for said conveyance of said real
<br />property, a policy of title insurance to be issued by the above mentioned title company, with the City therein
<br />named as the insured, in the amount of Three Thousand Two Hundred Dollars And No/100 ($3,200.00),
<br />insuring the title of the City to said real property is free and clear of any and all conditions, restrictions,
<br />reservations, exceptions, easements, assessments, profits, limitations, encumbrances, liens, teases, clouds or
<br />defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to.
<br />Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements
<br />of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein
<br />required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may
<br />accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this
<br />Agreement.
<br />4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2
<br />First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date
<br />on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of
<br />the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon
<br />the opening of the escrow.
<br />The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of
<br />this Section 4 and of the General Provisions described in Exhibit "C" attached hereto and incorporated herein
<br />by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this
<br />Agreement, shall carry out its duties as Escrow Agent hereunder.
<br />City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer
<br />taxes, recording fees, cost of title insurance, reconveyance fees, document preparation fees, escrow fees and
<br />am other closing costs incidental to the conveying of said real property to Cit Penalties f - re z meat of
<br />y b g F F Y• F FY
<br />bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil
<br />Code Procedures Section 1265.240.
<br />The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed
<br />upon it under Section 4, Section 6, Section 11 and Exhibit "C" of the General Provisions of this Agreement.
<br />5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within
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