2005/08/24 Council Agenda Packet

12 AssociatedRinker's possession or control. To the extent not covered by insurance, City shall indemnify, defend and hold CSR AssociatedRinker harmless from and against any claims for personal injury or death or property damage caused by City's exercise of its right to access a the Transfer Lots under this Section, except to the extent caused or contributed to by CSR A sited Rinker's own negligence or willful misconduct. City shall keep a respective the Transfer Lots free and clear of any liens arising out of any work performed on City's behalf under this Section. 13 Prorations. Prorations between CSR AssociatedRinker and City shall be calculated as of 12:01 a.m. on the respective Transfer date, as if City were vested with title to the Transfer Lot(s) during the entire day of the Transfer Date,based on the actual number of days in the month in which the Close of Escrow occurs and a three hundred sixty-five (365) day year. All nondelinquent real property taxes, assessments and other items of expense concerning the Transfer Lot(s), if any, shall be prorated between CSR AssociatedRinker and City as of 12:01 aA.mM. on the date of the Close of Escrow. CSR AssociatedRinker shall pay for the title insurance policy and the costs of recording the deeds. The parties shall each pay one-half of any escrow fees. 1.6 Title Insurance. (a) City's Policy. On each respective Transfer Date, CSR AssociatedRinker shall cause Pacific Northwest Title Insurance Company("Title Company")to issue to City at CSR AssociatedRinker's expense, an ALTA Extended Coverage Owner's Policy of Title Insurance(1970 Form B with 1984 amendments) ("Owner's Title Policy"), insuring good and marketable fee simple title in City to Lot 45-An-and Lot 45-B, Lot 45-C, Lot 45-D and Lot 45-E 2004 Revised Development Agreement `:.`:..••.• .•• ••••.•• • :=: •. • . .•. .. . • .•• 13 8/1/20057/18/20057/14/20056/5.'20056/5/20055/3/20054/11/200512/28/200410/18/20046/21/20046/19/20044/5/20048/18/2003 6 7