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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 />2. Consideration
<br />2.1 Consideration. The City Property is valued at $625,000 and the Bastida Property is valued.
<br />at $950,000. In full and complete payment for the exchange of fee interests in the City
<br />Property and the Bastida Property, City shall provide to Bastida the signed grant deed for
<br />the City Property in the form attached as Exhibit "C" plus the sum of THREE HUNDRED
<br />TWENTY-FIVE THOUSAND DOLLARS ($325,000:00), .and Bastida shall provide to
<br />City signed grant deeds for the Bastida Property in the form attached as Exhibit "D".
<br />3. 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'D.
<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 Bastida Property to City. City and Bastida agree to split and Escrow Agent is
<br />hereby authorized to charge equally to the City and Bastida the -cost of any transfer taxes,
<br />recording fees, cost of title insurance, re -conveyance fees, document preparation fees,
<br />escrow fees and any other closing costs incidental to the conveying of City Property to
<br />Bastida. Penalties for prepayment of bona fide obligations secured by any existing.deed of
<br />trust or mortgage shall be waived pursuant to Civil Code Procedures 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 />appraised value of the subject property, insuring the title to said real property is free and
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