CEMEX Materials Pacific LLC 4/5/2017

to the extent caused or contributed to by Owner's own negligence or willful misconduct. The City shall keep the Transfer Lot(s) free and clear of any liens arising out of any work performed on the City's behalf under this Section. 1.6 Prorations. Prorations between Owner and the City shall be calculated as of 12:01 a.m. on the applicable Closing Date, as if the City were vested with title to the applicable Transfer Lot(s) during the entire day of the Closing 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 non-delinquent real property taxes, assessments, and other items of expense concerning the conveyance, if any, shall be prorated between Owner and the City as of 12:01 a.m. on the applicable Closing Date. Owner shall pay for the title insurance policy and the costs of recording the Deed. The parties shall each pay one-half of any escrow fees. 1.7 Title Insurance. (a) City's Policy. On the applicable Transfer Lot Closing Date, Owner shall cause Chicago Title Insurance Company ("Title Company")to issue to the City at Owner'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 the City as to the Transfer Lot(s) being conveyed against any loss or damage by reason of defect in Owner's title to any of the Transfer Lot(s), other than the Permitted Exceptions shown on the Deed as determined in accordance with this Section. Owner agrees to execute commercially reasonable affidavits and/or indemnity agreements in favor of the Title Company to the extent required to facilitate issuance of the Owner's Title Policy in form and content satisfactory to Title Company. 13