Agmt15 Hamiilton & Winslow Properties, LLC - DDA

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Plan by providing a useful and desirable connectivity between adjacent underground parking garages, thereby improving traffic circulation downtown, and providing additional public parking, thereby also implementing General Plan goals and policies. 2. In addition, the Fox Theatre Agreement will provide, at no charge to City, additional community benefits, which are (i) office space within the Fox Theatre to be used as a police substation, and (ii) use of the main auditorium within the Fox Theatre for up to four (4) community events per year. The term of the Fox Theatre Agreement shall be for three (3) years. 2.2 Escrow Agent. The City and the Developer agree to open an escrow account ("Escrow") with the Escrow Agent. This Agreement shall constitute the joint escrow instructions of the Parties to the Escrow Agent for the conduct of Escrow; provided the City and Developer shall provide such additional escrow instructions as shall be necessary and consistent with this Agreement. The Escrow Agent hereby is empowered to act under this Agreement and, upon indicating its acceptance of the provisions of this Section 2.2 through 2.8, inclusive, in writing, delivered to the City and to the Developer within five (5) days after the opening of the Escrow, shall carry out its duties as Escrow Agent hereunder. 2.3 Preliminarv Report. The City has previously provided to Developer the preliminary reports from the Title Company for the Public Access Parcels and the Sliver Parcel, together with a copy of all underlying documents (collectively, "Preliminary Report"). Within ten (10) days following the Effective Date, the Developer shall notify City of any exceptions to title not approved by Developer. If the Developer fails to deliver such notice to the City within ten (10) days following the Effective Date, the Developer shall be deemed to approve the status of title to the Public Access Parcels or Sliver Parcel, as applicable. If the condition of title is not acceptable to Developer, the City shall have ten (10) business days following receipt of Developer's notice to eliminate exceptions to title. If City is unable to or elects not to eliminate exceptions to title, Developer may either terminate this Agreement pursuant to Section 7.2, or accept the conditions of title. The City shall convey to the Developer title to the easements in the Public Access Parcels subject to all existing record title matters and any equitable interests, including water or mineral rights, which pre-date the granting of the easements. The City shall convey to the Developer title to the Sliver Parcel by quitclaim deed. The City agrees that it will not cause, permit or suffer any liens, encumbrances or other matters affecting title to the Public Access Parcels or the Sliver Parcel after the date of the Preliminary Report unless approved in writing by the Developer, which approval shall not be unreasonably withheld. 2.4 Escrow. The Developer shall pay into Escrow to the Escrow Agent the following fees, charges and costs promptly after the Escrow Agent has notified the Developer of the amount of such fees, charges and costs, but not earlier than ten (10) days prior to the Closing Date (as defined in Section 2.6) specified in the Performance Schedule (Exhibit C): (a) One-half(1/2) of the Escrow fee; (b) The portion of the premium for the Title Policy to be paid by the Developer as set forth in Section 2.7 of this Agreement; (c) Recording fees; and ATTY/AGR/2015.146/HAMILTON-WINSLOW DDA REV:08-18-15 VR Page 7 of 40 82483.00019\9644366.16