2020-090 -Approving a Disposition and Development Agreement

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the Escrow and terminate this Agreement, without liability to the other Party or any other Person for such cancellation and termination, by delivering written Notice of termination to both the other Party and the Escrow Agent. Thereafter, the Parties and the Escrow Holder shall proceed pursuant to Section 4.10 and Section 4.11. Without limiting the right of either Party to cancel the Escrow and terminate this Agreement, pursuant to the first sentence of this Section 4.8, if the Escrow does not close on or before the Escrow Closing Date, and neither Party has exercised its contractual right to cancel the Escrow and terminate this Agreement before the first date on which the Escrow Holder is in a position to close the Escrow, then the Escrow shall close as soon as reasonably possible following the first date on which the Escrow Agent is in a position to close the Escrow, pursuant to the terms and conditions of this Agreement. 4.9 Escrow Closing Costs, Taxes and Title Policy Premium. The Developer shall pay all Escrow fees and such other costs as the Escrow Agent may charge for the conduct of the Escrow. The Developer shall pay the premium charged by the Title Company for the Title Policy, exclusive of any endorsements or other supplements to the coverage of the Title Policy that may be requested by the Developer, and any documentary transfer tax relating to the conveyance of the Property from the City to the Developer through the Escrow that is due at the Close of Escrow. The Developer shall pay any and all recording fees, any and all other charges, fees and taxes levied by a Government arising or relating to the conveyance of the Property through the Escrow and the cost of any endorsements or supplements to the coverage of the Title Policy requested by the Developer. The Escrow Agent shall Notify both the Developer and the City of the costs to be borne by Developer at the Close of Escrow by delivering the Escrow Agent's estimated closing/settlement statement to both the City and the Developer, at least four (4) business days prior to the Escrow Closing Date. 4.10 Escrow Cancellation Charges. If the Escrow fails to close due to an Event of Default attributable to the City, the City shall pay all customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order, if any. If the Escrow fails to close due to an Event of Default attributable to the Developer, the Developer shall pay all customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order, if any. If the Escrow fails to close for any reason other than an Event of Default attributable to either the Developer or the City, the Developer and the City shall each pay one-half (1/2) of any customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order, if any. 4.11 Escrow Cancellation. If the Escrow is cancelled and this Agreement is terminated pursuant to a contractual right granted to a Party in this Agreement to cancel the Escrow and terminate this Agreement, other than due to an Event of Default attributable to the other Party, the Parties shall pay any associated costs in accordance with Section 4.10 and do each of the following: 4.11.1 Cancellation Instructions. The Parties shall, within three (3) business days following receipt of the Escrow Agent's written request, execute any reasonable Escrow cancellation instructions requested by the Escrow Agent; and 4.11.2 Return of Funds and Documents. Within seven (7) days following receipt by the Parties of a settlement statement from the Escrow Agent of cancellation charges regarding cancellation of the Escrow and the Title Policy order, if any: (i) the Developer or the Escrow 24 553 94.00049\3 3239203.12