25A - AGMT FOR CITY OWNED PROPERTY

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fairly and equitably determined and supplied to Escrow Holder by Buyer and Seller. Buyer and Seller shall cooperate in good faith to cause the Property to be separately assessed and segregated in Buyer's name on the current tax roll. Any real property taxes or assessments levied under the Supplemental Tax Roll as a result of the sale of the Property to Buyer, shall be the responsibility of Buyer. Any real property taxes or assessments levied under the Supplemental Tax Roll as a result of transfers, improvements or other occurrences before the Close of Escrow shall be the responsibility of Seller. 3.8.2 General. All pro rations provided for herein shall be on an "actual day" basis and a three hundred sixty-five (365) day year. The provisions of this Section shall survive Close of Escrow. If either Patty fails to pay its pro rata share of taxes or other expenses by the times herein provided, interest shall accrue on all unpaid amounts from when owing until paid at the maximum rate allowed by law. Any errors or omissions made in calculating adjustments and prorations shall be corrected promptly upon the discovery thereof, If any estimations are made at the Close of Escrow regarding adjustments or prorations, the Parties shall make the appropriate collection promptly when accurate information becomes available. Any corrected adjustment or proration shall be paid to the Party entitled thereto within thirty (30) days after written request therefor and if not so paid interest shall accrue and be payable on same at the maximum rate allowed by law. 3.9 Closing Costs. Buyer shall pay the cost of the Title Policy, the Escrow Fees and any applicable documentary transfer fees (considering Seller is a City) and recording fees, and all other costs and expenses incurred related to the purchase of the Property by Buyer. If required by Buyer's lender, Buyer shall also pay for the appraisal cost of the Property (collectively, "Closing Costs"). As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver a copy of the final Escrow closing statement to Buyer and Seller. 3.10 Grant Deed. The transfer of ownership of the Property shall be documented through a Grant Deed in the form attached hereto as Exhibit `B" and incorporated herein by reference, conveying the Property to Buyer ("Grant Deed"). 3.10.1 Hotel Covenant. The Parties shall execute and acknowledge a Hotel Covenant in the form set forth on Exhibit "C" attached hereto ("Hotel Covenant") that shall be recorded immediately after the Grant Deed. The Hotel Covenant shall contain a commitment that (subject to Unavoidable Delay) Buyer will construct the Project and the hotel will be operational within five (5) years of the date that all entitlements, governmental approvals, building permits and all other permits and approvals for the Project have been issued by the City and all necessary governmental agencies (collectively, "Project Entitlements"), and all time periods and statutes of limitation for filing or adopting any action, lawsuit, challenge, appeal, moratorium or referendum have expired without any action, lawsuit, challenge, appeal, moratorium or referendum having been filed or adopted that would have any impact on the Entitlements ("Project Entitlement Date"). If the Project is not constructed and the hotel operational within five (5) years of the Project Entitlement Date, Buyer shall be in default under this Agreement. Additionally, if Buyer does not submit the required applications for Project Entitlements within one (1) year of the Close of Escrow, then the five (5) year timeline to complete construction and commence operation of the hotel shall start on the date that is one (1) year and one (1) day after the Close of Escrow. THE PARTIES HAVE AGREED THAT IF THE HOTEL IS NOT 25i4-9