Item 20 - Exchange of Real Property

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assets including the parking structure and improvements located therein, rights -of -way or appurtenances used in connection with the beneficial use and enjoyment of the County Property. 1.2 City Property. City Property shall include all of the following: 1.2.1 Land. Fee simple interest in the real property described on Exhibit B hereto, including, but not limited to, land, structures, and vertical assets located on or under the real property. 1.2.2 Appurtenances. All rights, privileges and easements dedicated to City which are appurtenant to the City Property, including, without limitation, all vertical assets including the parking structure and improvements located therein constructed at "Site 2" as part of the "Phase 1 Facilities" pursuant to that certain Development Agreement between the Parties dated December 15, 1987 and any of its subsequent amendments or modifications (collectively "1987 Development Agreement"), rights -of -way or appurtenances used in connection with the beneficial use and enjoyment of the City Property. 2. Title and Closing. 2.1 Exchange. The Exchange shall be performed by the Parties, subject to the requirements set forth below. 2.2 Title Company. Title policies issued for the benefit of the City with respect to the County Property and the County with respect to the City Property, in connection with the Exchange shall be issued by Fidelity National Title National Commercial & Builder Services (the "Title Company"). 2.3 Definition of Closing. For purposes of this Agreement, the term "Closing" shall mean the time when the Title Company shall have recorded the County Deed (as defined below), and the City Deed (as defined below), as set forth in Section 6.4 below. 3. County's Approval of Condition of Title/Due Diligence. 3.1 County's Review of Condition of Title. Prior to the Effective Date, County has received and reviewed that certain First Amended Preliminary Title Report Order No. dated , 2022 (the "City Preliminary Title Report"), covering the City Property and issued by Title Company, a copy of which is attached hereto as Exhibit C. County hereby acknowledges that County has approved those exceptions listed in Schedule B of the City Preliminary Title Report. Those exceptions which County has approved on the City Preliminary Title Report are hereinafter referred to as the "City Permitted Exceptions." The City Permitted Exceptions shall exclude any delinquent taxes or any taxes due and payable prior to the Closing and any other monetary liens or encumbrances on the City Property. 3.2 City Title Insurance Policy. At the option of County, and upon County's specific request, at the Closing and as a condition thereto, the Title Company shall issue to County a policy of title insurance (the "City Title Policy") as to all or any part of the City Property, containing the terms and provisions set forth in this Section 3.2. The City Title Policy shall be a CLTA Owner's Policy (1987 Policy Form) in an amount determined by County, showing fee simple title to the City Property vested in County, subject only to non -delinquent taxes and 2 Project Name: Santa Ana Property Exchange