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Thousand, Eight Hundred Twenty -Five and no /700 [dollars ($2,665,815.00) insuring the title of
<br />the City to said real property is free and clear of any and all conditions, restrictions, reservations,
<br />exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -
<br />monetary, general or specific, and including any and all leasehold Interests), liens, clouds or defects
<br />in title, excepting such specific ones as city may hereinafter expressly agree to take subject to.
<br />Acceptance by City of any such policy of Insurance, whether such insurance complies with the
<br />requirements of this paragraph or not, shall not constitute a waiver by City of Its right to such
<br />insurance as Is herein required of Seller, nor a waiver by the City of any rights of action for damages
<br />or any other rights which may accrue to City by reason of the failure of Seller to convey title or to
<br />provide title insurance as required in this Agreement.
<br />4. Escrow. City agrees to open an escrow at the office of First American Title Insurance
<br />Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from
<br />and after the date on which the City has approved this Agreement, This Agreement constitutes the
<br />joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be
<br />delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within forty -five (45)
<br />days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of
<br />Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the
<br />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 ad under this Agreement, and upon Indicating its
<br />acceptance of this Section 4 and of the General Provisions described in Exhibit "B " attached hereto
<br />and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five
<br />(5) days after delivery 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
<br />transfer taxes, recording fees, cost of title Insurance, re- conveyance fees, document preparation
<br />fees, escrow fees and any other closing costs incidental to the conveying of said real property to
<br />City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or
<br />mortgage shall be waived 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 "B " of the General Provisions of
<br />this Agreement.
<br />5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year
<br />within which said real property is conveyed to City as are unpaid at the time of said conveyance shall
<br />be cleared and paid in accordance with the provisions of Section 4986 of the Revonue and Taxation
<br />Code of the State of California. Seller shall be eligible for a refund under Section 5096,7 of the
<br />Revenue and Taxation Code of the State of California for that portion of property taxes on said real
<br />property for said fiscal year which have been paid prior to the date the deed conveying said real
<br />property to City Is recorded which is allocable to that portion of the fiscal year which begins on the
<br />date the deed conveying said real property to City is recorded and made uncollectibie if unpaid by
<br />reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent
<br />that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely
<br />responsible for obtaining any refund due thereon from the taxing authority. Upon written request,
<br />Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case
<br />shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow.
<br />All unpaid taxes on said real property for any and all years prior to the fiscal year within which said
<br />conveyance is made shall be paid by Seller before conveyance of said real property to City.
<br />25D -6
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