Agmt15 Hamiilton & Winslow Properties, LLC - DDA

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8. The parties have executed and deposited into Escrow the Fox Theatre Agreement; and 9. The parties have executed and deposited into Escrow the Memorandum of DDA. 2.6 Close of Escrow. Provided that the Developer is not in default under this Agreement and all conditions precedent to such conveyance have been satisfied or waived by the parties, and subject to any mutually agreed upon extensions of time, conveyance to the Developer of title to the easement in the Public Access Parcels and to the Sliver Parcel shall be completed (the "Close of Escrow") on or priar to October 30, 2015, or any extension of such date as may be mutually approved by the parties in writing (the "Closing Date"). The City and the Developer agree to perform all acts necessary to conveyance of title in sufficient time for title to be conveyed in accordance with the foregoing provisions. Upon the Close of Escrow, the Escrow Agent shall file for recordation the (i) Easement and Parking Agreement; (ii) quitclaim deed for the Sliver Parcel; and (iii) Memorandum of DDA among the land records in the Office of the County Recorder of San Mateo County, shall deliver to the City and Developer conformed copies of the recorded Easement and Parking Agreement, deed, and Memorandum of DDA, and shall deliver to the Developer a conformed copy of the Title Policy insuring title in conformity with this Agreement. The Escrow Agent also shall provide the City and the Developer with copies of Escrow Agent's final closing statements for the transaction. 2.7 Title Insurance. Concurrently with recordation of the Easement and Parking Agreement and quitclaim deed for the Sliver Parcel, the Title Company shall provide and deliver to the Developer a C.L.T.A. standard form owner's policy of title insurance, or at the Developer's election, an A.L.T.A. form extended coverage owner's policy of title insurance, issued by the Title Company, including all endorsements thereto reasonably required by the Developer, insuring that title to the respective estates transferred in the Public Access Parcels and Sliver Parcel is vested in the Developer in the condition required by this Agreement (the "Title Policy"). The Title Company shall provide the City with a copy of the Tit1e Policy, and the Title Policy shall be in an amount reasonably acceptable to Developer. The City shall pay only for that portion of the Title Policy premium attributable to a C.L.T.A. standard form owner's policy of title insurance. The Developer shall pay for that portion of the Title Policy premium attributable to any A.L.T.A. extended coverage and any special endorsements requested by Developer. 2.8 Proration of Taxes and Assessments. Ad valorem taxes and assessments on the Public Access Parcels and Sliver Parcel, if any, and taxes upon this Agreement or any rights hereunder, levied, assessed or imposed for any period commencing prior to conveyance of title shall be borne by the City. All such ad valorem taxes and assessments levied or imposed for any period commencing after closing of the escrow shall be paid by the Developer. All such ad valorem taxes and assessments shall be prorated by the Escrow Agent as between the City and the Developer as of the Closing Date consistent with the preceding provisions. ATTY/AGR/2015.146/HAMILTON-WINSLOW DDA REV:08-18-15 VR Page 11 of 40 82483.00019\9644366.16