|
2.
<br />3.
<br />aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions,
<br />easements, assessments, profits, limitations, encumbrances (whether monetary or non -
<br />monetary, general or specific, including any and all leasehold interests), liens, clouds or
<br />defects in title. The Parties hereby warrant that the title to said real properties to be
<br />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 />Consideration
<br />2.1 Consideration. In full and complete payment for the exchange of fee interests in the City
<br />Property and the Mendez Property, City shall provide to Mendez the signed grant deeds for
<br />the City Property in the form attached as Exhibits `B-1" through "13-3", and Mendez shall
<br />provide to City a signed grant deed for the Mendez Property in the form attached as Exhibit
<br />"D-1".
<br />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 at the office of First American Title Insurance
<br />Company, 2 First American Way, Santa Ana, California ("Escrow Agent'). This Agreement
<br />constitutes the joint escrow instructions of the Parties and a duplicate original of this
<br />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 />Page 2 of 26
<br />
|