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3. Title Insurance. It shall be a condition to City's obligation to close the transactions contemplated by this
<br />Agreement that the above mentioned title company shall have committed at or before Closing to issue a policy of
<br />title insurance, with the City therein named as the insured, in the amount of the Purchase Price (described below)
<br />insuring the title of the City to the Right of Way Fee Acquisition Area is free and clear of any and all conditions,
<br />restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether
<br />monetary or non -monetary, general or specific, and including any and all leasehold interests), liens, clouds or
<br />defects in title, excepting such specific ones as are listed as exceptions in the title report. Acceptance by City of
<br />any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not,
<br />shall not constitute a waiver by City of any rights of action for damages or any other rights which may accrue to
<br />City by reason of the failure of Seller to convey title as required in this Agreement.
<br />4. Escrow: Closina Date. City agrees to open an escrow at the office of Commonwealth Land Title
<br />Company, 4100 Newport Place Drive, Suite 120, Newport Beach, California, (the Escrow Agent) within five (5)
<br />days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint
<br />escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the
<br />Escrow Agent upon the opening of the escrow. This transaction shall be closed "(Closing' or "Close of Escrow")
<br />on or before the day that is sixty (60) days after the mutual execution and delivery of this Agreement by Seller and
<br />City (the "Closing Date"). If escrow is not in a condition to close by the Closing Date, and failure to close is due to
<br />unforeseen conditions of title or interest of third parties in said Real Property that cannot be resolved in Escrow on
<br />or before the Closing Date, then Buyer may, at its option, prior to Closing on the Closing Date, request
<br />cancellation of 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 request is
<br />timely made, Escrow shall be closed on the Closing Date. If this transaction is not closed on the Closing Date due
<br />to no fault of Seller, all liabilities and obligations of Seller under this Agreement shall cease and terminate. Buyer
<br />shall be entitled to possession of the Right of Way Fee Acquisition Area immediately upon close of escrow, and to
<br />the temporary construction easement on, over, across the Easement Area upon a 48-hour written notification to
<br />Grantor.
<br />The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this
<br />Section 4 and of the General Provisions described in Exhibit "C" attached hereto and incorporated herein by this
<br />reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement,
<br />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 transfer taxes,
<br />recording fees, cost of title insurance, re -conveyance fees, document preparation fees, escrow fees and any other
<br />closing costs incidental to the conveying of the Right of Way Fee Acquisition Area, and the granting of the
<br />Temporary Easement on, over, and above the Easement Area, to City. Penalties for prepayment of bona fide
<br />obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures
<br />Section 1265.240.
<br />The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon
<br />it under Section 4, Section 6, Section 8 and Exhibit "C" of the General Provisions of this Agreement.
<br />5. Property Taxes. Such real property taxes, if any, on the Right of Way Fee Acquisition Area for the fiscal
<br />year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be
<br />cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the
<br />State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code
<br />of the State of California for that portion of property taxes on the Right of Way Fee Acquisition Area for said fiscal
<br />year which have been paid prior to the date the deed conveying the Right of Way Fee Acquisition Area to City is
<br />recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying the
<br />Right of Way Fee Acquisition Area to City is recorded and made uncollectible if unpaid by reason of Section 5086
<br />of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or
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