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conditions of this Agreement. For the purposes of exchanging funds and documents to complete the sale from the City to the Developer and the purchase by the Developer from the City of the City Property, the City and the Developer agree to open Escrow with the Escrow Agent. The provisions of ARTICLE 3 of this Agreement are the joint escrow instructions of the Parties to the Escrow Agent for the conduct of Escrow; provided these joint escrow instructions may be supplemented by mutual agreement of the parties. If requested by the Escrow Agent, the Developer and the City shall execute the Escrow Agent's reasonable standard or general escrow instructions. Any provision in the Escrow AgenYs standard or general escrow instructions that purports to exculpate the Escrow Agent from or require the Developer or the City to indemnify the Escrow Agent against the Escrow Agent's negligence or willful misconduct shall be deemed "unreasonable" and shall not be included in any standazd or general escrow instructions requested by the Escrow Agent. In the event of any conflict between the provisions of this Agreement and any such standazd or general escrow instructions requested by the Escrow Agent, . the provisions of this Agreement shall be controlling. 2.2 Payment of Purchase Price. The Developer shall deposit the Purchase Price into Escrow, as follows. 2.2.1 Escrow Deposit. Within five (5) days following the opening of Escrow, the Developer shall deposit an amount equal to FNE HUNDRED THOUSAND DOLLARS ($500,000) ("Escrow Deposit") into the Escrow. The Escrow Deposit shall become non-refundable upon the termination of the Due Diiigence Period. Upon the Close of Escrow, the Escrow Deposit shall be credited to the Developer toward the Purchase Price and paid to the City as part of the Purchase Price. Upon any cancellation of Escrow, the Escrow Deposit either shall be paid to the City or returned to Developer, as set forth in Section 3.10.2,7.3.2 and 7.4.2. 2.2.2 At Close of Escrow. At least one (1) business day preceding the Escrow Closing Date, the Developer shall deposit into the Escrow the amount of the Purchase Price, less the amount of the Escrow Deposit. 2.3 Title Approval. 2.3.1 Developer's Title Notice. Within�ve(5) days after the Effective Date of this Agreement, the City shall request the Preliminary Report from the Title Company, with instructions to the Title Company to deliver a copy of the Preliminary Report to the Developer concurrent with delivery of the Preliminary Report to the City. Within thirty(30) days following the Developer's receipt of the Preliminary Report, the Developer shall deliver the Develaper's Title Notice to the City. The City agrees that it will not cause, permit or suffer any liens, encumbrances or other matters affecting title to the City Property after the date of the Preliminary Report unless approved in writing by the Developer,which approval may be granted or withheld in Developer's sole discretion. 2.3.2 Failure to Deliver Developer's Title Notice. If the Developer fails to deliver Developer's Title Notice to the City, within thirty (30) days following the Developer's receipt of the Preliminary Report, the Developer shall be deemed to disapprove the status of title to the City Property and refuse to accept title to the City Property. 17 2013.118/BLOCK 2 HUNTER STORM REV:07-26-13 PT