20A - AA - PURCHASE AND SALE OF CITY OWNED PROPERTY

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2.3 Condition of Title to Property Seller shall cause the conveyance of title to the Property to Buyer as evidenced by an ALTA 2006 Owner's Policy of Title Insurance covering the Property and any easements appurtenant thereto ( "Title Policy') issued by Fidelity National Title Insurance Company ( "Title Company ") in an amount equal to the Purchase Price. During the Due Diligence Period, Buyer shall have the right to obtain and examine: (f) an ALTA title commitment (the "Title Commitment') binding the Title Company to issue the Title Policy to Buyer; and (ii) an ALTA/ACSM survey of the Property. The Title Policy shall show as exceptions with respect to the Property only matters approved in writing by Buyer, which approval shall be delivered in writing by Buyer to Seller prior to the expiration of the Due Diligence Period. Buyer shall in addition have approved in writing the legal description of the Property to be set forth in the Title Policy prior to the expiration of the Due Diligence Period. At the Close of Escrow, Seller shall cause all standard title exceptions typically appearing on an ALTA title insurance policy, including the gap exception, the exception relating to parties in possession, the survey exception, and all exceptions related to mechanics liens to be deleted from the Title Commitment. 2.4 Escrow and Closing Costs Buyer shall pay the cost of the Title Policy, the Escrow Fees and all documentary transfer fees and recording fees, as may be applicable, and all other costs and expenses incurred related to the purchase of the Property by Buyer. If applicable, Buyer shall also pay for the appraisal cost of the Property (collectively, "Closing Costs "). Seller shall pay all other costs and expenses incurred by Seller related to the sale of the Property. 2.5 Deposit of Funds and Documents (a) Prior to Close of Escrow, Buyer shall deposit into Escrow (i) the Escrow Deposit, (ii) all escrow and Closing Costs as described above; (iii) the Closing Payment; and (iv) such other documentation as is necessary to close Escrow; provided, however, that Buyer shall not be required to deposit the Closing Payment until Buyer has been notified by Escrow Holder that (i) Seller has delivered to Escrow Holder each of the documents and instruments to be delivered by Seller in connection with the sale of the Property, (ii) Title Company is irrevocably and unconditionally committed to issue and deliver the Title Policy, and (iii) the only impediment to Close of Escrow is delivery of such amount by or on behalf of Buyer. (b) Prior to the Close of Escrow, Seller shall deposit into Escrow (i) the properly executed grant deed for conveyance of the Property to Buyer; (ii) a duly executed bill of sale, assignment and assumption agreement from Sellerwith respect to the tangible and intangible personal property included in the Property; and (iii) such other documents and sums, if any, as are necessary to close Escrow in conformance herewith. 3 20A -15