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Agreement. For the purposes of exchanging funds and documents to complete the conveyance of the Property from the City to the Developer, the City and the Developer agree to open Escrow with the Escrow Agent. The provisions of ARTICLE 4 of this Agreement are the joint escrow instructions of the Parties to the Escrow Agent for the conduct of Escrow. If requested by the Escrow Agent, the Developer and the City shall execute the Escrow Agent's reasonable standard or general escrow instructions. Any provision in the Escrow Agent's standard or general escrow instructions that purports to exculpate the Escrow Agent from or require the Developer or the City to indemnify the Escrow Agent against the Escrow Agent's negligence or willful misconduct shall be deemed "unreasonable" and shall not be included in any standard or general escrow instructions requested by the Escrow Agent. In the event of any conflict between the provisions of this Agreement and any such standard or general escrow instructions requested by the Escrow Agent, the provisions of this Agreement shall be controlling. 3.3 Title Approval. 3.3.1 Developer's Title Notice. Within five (5) days after the Effective Date of this Agreement, the City shall request the Preliminary Report from the Title Company, with instructions to the Title Company to deliver a copy of the Preliminary Report to the Developer concurrent with delivery of the Preliminary Report to the City. Within thirty (30) days following the Developer's receipt of the Preliminary Report, the Developer shall deliver the Developer's Title Notice to the City. 3.3.2 Failure to Deliver Developer's Title Notice. If the Developer fails to deliver Developer's Title Notice to the City, within thirty (30) days following the Developer's receipt of the Preliminary Report, the Developer will be deemed to disapprove the status of title to the Property and refuse to accept title to the Property. 3.3.3 City's Title Notice Response. Within fifteen (15) days following the earlier of the City's receipt of Developer's Title Notice or expiration of the time period provided in this Section 3.3.3 for delivery of Developer's Title Notice, the City shall serve City's Title Notice Response. If the Developer's Title Notice does not disapprove or conditionally approve any matter in the Preliminary Report or the Developer fails to deliver the Developer's Title Notice, the City shall not be required to serve City's Title Notice Response. If the City does not serve City's Title Notice Response, if necessary, within fifteen (15) days following its receipt of the Developer's Title Notice, the City shall be deemed to elect not to take any action in reference to the Developer's Title Notice. If the City elects in City's Title Notice Response to take any action in reference to the Developer's Title Notice, the City shall take such action, prior to the Escrow Closing Date. Notwithstanding the foregoing, the City agrees to remove prior to the Escrow Closing Date all monetary liens and encumbrances of the Property other than non -delinquent real property taxes and assessments. and such liens and encumbrances shall not constitute permitted exceptions. 3.3.4 Developer's Title Notice Waiver. If the City elects or is deemed to have elected not to take any action in reference to the Developer's Title Notice, then within seven (7) days following the earlier of (1) the Developer's receipt of City's Title Notice Response or (2) the expiration of the time period provided in Section 3.3.3 for delivery of City's Title Notice Response, the Developer shall either: (i) refuse to accept the title to and conveyance of the Property, or (ii) waive its disapproval or conditional approval of any matters set forth in the Developer's Title 16 55 394.00049\3 32 39203.12