Agmt15 Hamiilton & Winslow Properties, LLC - DDA

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(d) Any and all other charges, fees and taxes levied by a government agency arising or relating to the conveyance of the Public Access Parcels and Sliver Parcel through this Escrow. The City shall timely and properly execute, acknowledge and deliver to the Escrow Agent the Grant of Easements and Reciprocal Access, Parking and Maintenance Agreement granting an easement in the Public Access Parcels in substantially the form set forth in Exhibit D and the quitclaim deed conveying the City's interests in the Sliver Parcel. The City shall pay into Escrow to the Escrow Agent the following fees, charges and costs promptly after the Escrow Agent has notified the City of the amount of such fees, charges and costs, but not earlier than ten (10) days prior to the Closing Date 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 City as set forth in Section 2.7 of this Agreement; and (c) Ad valorem taxes, if any, upon the Public Access Parcels for any time prior to conveyance of title. The Escrow Agent is autharized to: 1. Pay and charge the City and the Developer, respectively, for any fees, charges and costs payable under this Section 2.4. Before such payments are made, the Escrow Agent shall notify the City and the Developer of the fees, charges and costs necessary to clear title and close the escrow; 2. Disburse funds and deliver the Easement and Parking Agreement and quitclaim deed and other documents to the parties entitled thereto when the conditions of the Escrow have been fulfilled by the City and the Developer; and 3. Record any instruments delivered through this Escrow, if necessary or proper, to vest title in the Developer in accordance with the terms and provisions of this Agreement. All funds received in the Escrow shall be deposited by the Escrow Agent with other escrow funds of the Escrow Agent in a general escrow account or accounts with any state or national bank doing business in the State of California. Such funds may be transferred to any other such general escrow account or accounts. All disbursements shall be made by check of the Escrow Agent or wire transfer. All adjustments shall be made on the basis of a thirty (30) day month. If this Escrow is not in condition to close before the time for Close of Escrow established under this Agreement, either party who then shall have fully performed the acts to be performed before the conveyance of title may, in writing, terminate this Agreement by providing written notice of such termination to the other party, with a copy to the Escrow Agent, and ATTY/AGR/2015.146/HAMILTON-WINSLOW DDA REV:08-18-15 VR Page 8 of 40 82483.00019\9644366.16