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Newport Place Dr. Suite 120, Newport Beach, California ("Escrow Agent'). This <br />Agreement constitutes the joint escrow instructions of the Parties and a duplicate original of <br />this 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 incorporated <br />herein by reference, and upon indicating its acceptance of this Agreement and the General <br />Escrow Provisions, in writing, delivered to the Parties within five (5) days after delivery of <br />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 fees, <br />document preparation fees, escrow fees and any other closing costs incidental to the <br />conveying of SCE Property to City. City and SCE agree to split, and Escrow Agent is hereby <br />authorized to charge equally to the City and SCE, the cost of any transfer taxes, recording <br />fees, cost of title insurance, re -conveyance fees, document preparation fees, escrow fees and <br />any other closing costs incidental to the conveying of City Property to SCE. <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 said <br />real property, a policy of title insurance (each, the "Title Policy") to be issued by the above <br />mentioned title company, with the receiving Party therein named as the insured, in an amount <br />equal to the appraised value of the subject property, insuring the title to said real property is <br />free and clear of any and all conditions, restrictions, reservations, exceptions, easements, <br />assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general <br />or specific, and including any and all leasehold interests), liens, clouds or defects in title, <br />excepting such specific ones as the receiving Party may hereinafter expressly agree to take <br />subject to. Acceptance by the receiving Party of any such policy of insurance, whether such <br />insurance complies with the requirements of this paragraph or not, shall not constitute a <br />waiver by the receiving Party of its right to such insurance as is herein required of the <br />granting Party, nor a waiver by the receiving Party of any rights of action for damages or any <br />other rights which may accrue to the receiving Party by reason of the failure of the giving <br />Party to convey title or to provide title insurance as required in this Agreement. <br />3.6 Property Taxes. <br />(a) Such real property taxes, if any, on the subject real properties for the fiscal year within <br />which said real property is conveyed to the receiving Party as are unpaid at the time <br />of said conveyance shall be cleared and paid in accordance with the provisions of <br />Section 4986 of the Revenue and Taxation Code of the State of California. <br />(b) The granting Party shall be eligible for a refund under Section 5096.7 of the Revenue <br />and Taxation Code of the State of California for that portion of property taxes on said <br />real property for said fiscal year which have been paid prior to the date the deed <br />conveying said real property to the receiving Party is recorded which is allocable to <br />that portion of the fiscal year which begins on the date the deed conveying said real <br />Page 2 of 15 <br />