RecDoc 2018-088890 Strada Development Agreement 1548 Maple, LLC

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4. Conveyance of Title. 4.1. Timing of Exchange Conveyance. The Close of Escrow shall occur concurrently with recordation of the Final Map for the Project, or on such later date as mutually agreed to by the Parties in writing, but in no event later than June 1, 2020. 4.2. Public Right -of -Way and Public Service Easement and Manle Street Grant Deed. At Closing: (A) the Public Right -of -Way and Public Service Easement shall be conveyed to City via City's execution and acknowledgment of an Acceptance of Irrevocable Offer of Dedication in the form attached hereto as Attachment 6 ("Acceptance of Irrevocable Offer"). At the time of City's Acceptance of Irrevocable Offer, the Public Right -of -Way and Public Service Easement Area shall be free and clear of all recorded liens, encumbrances, assessments, easements, leases and taxes, except (i) the lien for current real property taxes not yet due and payable; (ii) any existing easements over the Public Right -of -Way and Public Service Easement Area for public utilities; (iii) exceptions and listed on the Preliminary Title Report No. , dated [parties to insert list of those additional exceptions, if any, which do not unreasonable interfere with City's ability to use the Public Right -of -Way and Public Service Easement Area for its intended purposes], (`Blomquist Strada Title Report") issued by Title Company ("Title Company") with respect to the Public Right -of -Way and Public Service Easement Area; (iv) matters created by, through or under City; and (v) such other matters, if any, as may be approved by City in its discretion (collectively, "City's Permitted Exceptions"); and (B) City shall convey to Strada, fee title to the Maple Street Vacation Area by grant deed substantially in the form attached hereto as Attachment 5 ("Maple Street Grant Deed"), free and clear of all recorded and unrecorded liens, encumbrances, assessments, easements, leases, and taxes except (i) the lien for current real property taxes not yet due and payable; (ii) any existing easements over the Maple Street Vacation Area for public utilities; (iii) exceptions , , and listed on the Preliminary Title Report No. , dated [parties to insert list of those additional exceptions, if any, which do not unreasonable interfere with Strada's ability to use the Maple Street Vacation Area for its intended purposes], ("Maple Street Title Report") issued by the Title Company with respect to the Maple Street Vacation Area; (iv) matters created by, through or under Strada; and (v) such other matters, if any, as may be approved by Strada in its discretion (collectively, "Strada's Permitted Exceptions"). Neither Strada nor the City shall voluntarily create any new exceptions to title on the Public Right -of -Way and Public Service Easement Area or the Maple Street Vacation Area, respectively, following the Effective Date. 5. Title Insurance Policies. Following recordation of the Maple Street Grant Deed and the Acceptance of Irrevocable Offer, Escrow Agent shall provide each of City and Strada with an ALTA or CLTA, at each Party's discretion, owner's policy of title insurance, in an amount to be determined by the Parties, issued by the Title Company, together with any endorsements that City or Strada may reasonably request, showing (i) fee simple title to the Maple Street Vacation Area vested in Strada, subject only to Strada's Permitted Exceptions and the printed exceptions and stipulations in the policy; and (ii) City's easement on, over, across and under the Public Right -of - Way and Public Service Easement Area vested in City, subject only to City's Permitted Exceptions and the printed exceptions and stipulations in the policy. City and Strada shall each pay the title Exhibit F-64 OAK #4843-3885-9090 v I ATTY/AGR/2018.094/STRADA DEVELOPMENT AGREEMENT REV: 07-27-18 VR Page 64 of 94