2017/12/20 Council Agenda Packet

1. 16.7 Condition of Title and Property. 16.7.1 Title. In connection with the City's acquisition of the Property hereunder, Escrow Agent shall be unconditionally committed to issue to the City a standard coverage owner's policy of title insurance for the Property, insuring title in the name of the City in a coverage amount equal to the appraised value of the Property by the City's MAI appraiser,subject only to(i)the exceptions and encumbrances of record when the Property was conveyed to Developer from the City,and(ii) such other title matters as may be approved or waived by the City in its sole discretion (the "Approved Title Matters"). Developer shall pay the premium for this standard coverage owner's policy. If the City desires to obtain an extended coverage owner's policy of title insurance,the City shall pay all additional costs relating thereto and satisfy all conditions in connection therewith, including, but not limited to, increased title insurance premiums and any survey costs. 16.7.2 Property. On the Closing Date,the condition of the Property shall be substantially the same as when the Property was conveyed to Developer, including without limitation that the Property must not contain any Hazardous Substances other than those already present when the Property was conveyed to Developer. As used herein, "Hazardous Substances" shall mean asbestos (whether or not friable), petroleum and petroleum derivatives and products,and any substance,chemical,waste or other material which is listed, defined or otherwise identified as "hazardous" or "toxic" under any federal,state or local ordinance or law or any administrative agency rule or determination. 16.8 Escrow 16.8.1 Escrow. Closing of the reconveyance of the Property to the City shall be consummated through an escrow established with the Escrow Agent in accordance with the provisions of this Section 16.8 on the date designated in the Option Exercise Notice. 16.8.2 Escrow Instructions. This Section 16 shall constitute joint instructions to Escrow Agent. The parties agree to execute and deliver to the Escrow Agent reasonable and customary additional escrow instructions in the usual form to Escrow Agent for the purpose of consummating the purchase and sale contemplated hereunder; provided, however, that standard extension provisions in such escrow instructions shall not apply; and provided, further, that in the event of any conflict between this Covenant and any escrow instructions,the provisions of this Section 16 shall control. Escrow Agent shall perform all customary functions of an Escrow Agent to consummate this transaction required by this Section 16,as well as serving as depository for all funds, instruments, and documents needed for the closing. 18 48