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conveyed by the Parties shall be free and clear as provided above. The Parties further agree
<br />that acceptance of any deed to said real property, with or without knowledge of any
<br />condition, restriction, reservation, exception, easement, assessment, profit, limitation,
<br />encumbrance (whether monetary or non -monetary, general or specific, and including any
<br />and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by
<br />either Party of its right to the full and clear title hereinabove agreed to be conveyed by the
<br />Parties, nor of any right which might accrue because of the failure of the Parties to convey
<br />title as hereinabove provided.
<br />2. Consideration
<br />2.1 Consideration by City. City shall provide to Racific a signed grant deed for the City
<br />Property in the form attached as Exhibit B
<br />2.2 Consideration by Racific. Racific shall provide to City (a) a signed grant deed for the
<br />Racific Property in the form attached as Exhibit D and (b) the sum of $52,000.
<br />3. Escrow
<br />3.1 Escrow Agent. Within five (5) days from and after the execution of this Agreement by all
<br />Parties, City agrees to open an escrow with Commonwealth Land Title Company, 4100
<br />Newport Place Drive, Suite 120, Newport Beach, CA 92660 ("Escrow Agency"). This
<br />Agreement constitutes the joint escrow instructions of the Parties and a duplicate original
<br />of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow
<br />("Effective Date").
<br />3.2 Escrow Agent Authorization. The Escrow Agent hereby is empowered to act under this
<br />Agreement and the General Escrow Provisions, attached hereto as Exhibit E and
<br />incorporated herein by reference, and upon indicating its acceptance of this Agreement and
<br />the General Escrow Provisions, in writing, delivered to the Parties within five (5) days after
<br />delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder.
<br />3.3 Escrow Agent Liability. The liability to the Escrow Agent under this Agreement is limited
<br />to performance of the obligations imposed upon it under this Agreement.
<br />3.4 Closing Costs. City agrees to bear, and Escrow Agent is hereby authorized to charge to the
<br />City the cost of any transfer taxes, recording fees, cost of title insurance, re -conveyance
<br />fees, document preparation fees, escrow fees and any other closing costs incidental to the
<br />conveying of said real property to City. Penalties for prepayment of bona fide obligations
<br />secured by any existing deed of trust or mortgage shall be waived pursuant to California
<br />Code of Civil Procedure Section 1265.240.
<br />3.5 Title Insurance. The Parties agree to deliver, concurrently with the conveyance of said real
<br />properties, within the time and at the place hereinabove specified for said conveyance of
<br />said real property, a policy of title insurance to be issued by the above mentioned title
<br />company, with the receiving Party therein named as the insured, in an amount equal to the
<br />appraised value of the subject property, insuring the tide to said real property is free and
<br />clear of any and all conditions, restrictions, reservations, exceptions, easements,
<br />assessments, profits, limitations, encumbrances (whether monetary or non -monetary,
<br />general or specific, and including any and all leasehold interests), liens, clouds or defects in
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