Agmt17 MP Bradford Associates, LP - DDA

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report issued by Title Company for the Property dated 2017 ("Title Report") as reasonably approved by Developer, and (e) such other conditions, liens, encumbrances, restrictions, casements and exceptions as Developer may approve in writing, which approval shall not be unreasonably withheld. All of the foregoing are collectively hereinafter referred to as "Developer's Permitted Exceptions." Conveyance of the Property shall be effectuated by grant deed substantially in the form attached hereto as Exhibit B (the "Grant Deed"); provided however, the Tideline Parcel may be conveyed by quit claim deed ("Quit Claim"). 3.2 Purchase Price. City shall sell the Property to Developer for One Dollar ($1.00) (the "Purchase Price"). 3.3 Escrow. Within thirty (30) days following the Effective Date, City and Developer shall open escrow at the office of a title company mutually agreed upon by the Parties ("Escrow Agent" or "Title Company") in order to consummate the conveyance of the Property to Developer and the closing of escrow for the transactions contemplated hereby. 3.4 Costs of Closing and Escrow. Developer shall pay all title insurance premiums for policies Developer elects to purchase in connection with the acquisition of the Property and the financing of the Project, and Developer shall pay all recording fees, transfer taxes, escrow fees and closing costs incurred in connection with the acquisition of the Property and the financing of the Project. Developer shall pay for the cost of any policy of title insurance that City elects to acquire in connection with the transactions contemplated hereby. Property taxes and assessments shall be prorated as of the Closing Date. City and Developer shall provide Escrow Agent with a copy of this Agreement, which together with such supplemental instructions as City or Developer may provide and which are consistent with the intent of this Agreement or which are otherwise mutually agreed upon by City and Developer, shall serve as escrow instructions for the Closing. 3.5 Closing; Closing Date; Extensions. The Closing Date shall be a date that is mutually acceptable to the Parties consistent with Section 5.1, and which shall occur within thirty (30) days following the satisfaction or waiver by the applicable Party of all conditions precedent to conveyance of the Property as set forth in Sections 3.7 and 3.8. The outside date for Close of Escrow shall be the second (2°a) anniversary of the Effective Date; provided however, the City will grant up to two (2) one-year extensions of such outside date if Developer has been unable to obtain entitlements, approvals, permits and/or financing for the Project within the initial two-year period despite Developer's good faith efforts. Prior to the Close of Escrow, Developer shall deposit into escrow the City Documents to which Developer is a party, executed and acknowledged as applicable, and Developer's share of closing costs. Provided that all conditions precedent to Close of Escrow have been satisfied or waived, City shall deposit into escrow the executed Grant Deed, the executed Quit Claim (if applicable), and executed copies of the City Documents to which City is a party. On the Closing Date, the Escrow Agent shall cause the Grant Deed, the Quit Claim (if applicable), the Memorandum, and the Regulatory Agreement to be recorded in the Official Records. 3.6 Review of Title. City shall cause Title Company to provide Developer with an update to the Title Report within sixty (60) days following the Effective Date. Developer shall notify City of any objections Developer has to exceptions to title ("Title Exceptions") within ten (10) business days following Developer's receipt of the update to the Title Report. Developer's ATY/AGR/2017.218/RWC — BRADFORD -- DDA REV: 09-18-17 VR Page 10 of 94