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3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of Said Real
<br />Property to City, within the time and at the place hereinabove specified for said conveyance of Said Real
<br />Property, a policy of title insurance to be issued by the above mentioned title company, with the City
<br />therein named as the insured, in the amount of One Hundred Sixty -Nine Thousand, Three Hundred Fifty -
<br />Five and no/100 Dollars ($169,355.00) insuring the title of the City to Said Real Properties are free and
<br />clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits,
<br />limitations, encumbrances (whether monetary or non -monetary, general or specific, and including any
<br />and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may
<br />hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance,
<br />whether such insurance complies with the requirements of this paragraph or not, shall not constitute a
<br />waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any
<br />rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller
<br />to convey title or to provide title insurance as required in this Agreement.
<br />4. Escrow. City agrees to open an escrow at the office of Commonwealth Land Title Insurance
<br />Company, 4100 Newport Place Drive, Suite 120, Newport Beach, California, (the Escrow Agent) within
<br />five (5) days from and after the date on which the City has approved this Agreement. This Agreement
<br />constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this
<br />Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close
<br />within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by
<br />the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties
<br />in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of
<br />escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all
<br />obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such
<br />request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to
<br />possession of the Property immediately upon close of Escrow.
<br />The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance
<br />of this Section 4 and of the General Provisions described in Exhibit "C" attached hereto and incorporated
<br />herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery
<br />of this Agreement, shall carry out its duties as Escrow Agent hereunder.
<br />City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer
<br />taxes, recording fees, cost of title insurance, re -conveyance fees, document preparation fees, escrow
<br />fees and any other closing costs incidental to the conveying of Said Real Property to City. Penalties for
<br />prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived
<br />pursuant to Civil Code Procedures Section 1265.240.
<br />The liability to the Escrow Agent under this Agreement is limited to performance of the obligations
<br />Imposed upon it under Section 4, Section 6, Section 8 and Exhibit "C" of the General Provisions of this
<br />Agreement.
<br />5. PropeW Taxes. Such real property taxes, if any, on Said Real Property for the fiscal year within
<br />which Said Real Property is conveyed to City as are unpaid at the time of said conveyance shall be
<br />cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code
<br />of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and
<br />Taxation Code of the State of California for that portion of property taxes on Said Real Property for said
<br />fiscal year which have been paid prior to the date the deed conveying Said Real Property to City is
<br />recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying
<br />Said Real Property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the
<br />Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or
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