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. . ..... .I... . . .... . . .. . ...._. _.._....�r.:_,....s.,e...��.�....,.�.......� ...,..._.,....._ ...... . .. .. . . . ..._. . ,..e.:.._:,.v.�_r.._._,,. 3.7.5 Title Policv. Obtain and deliver the Title Policy to the Developer; , 3.7.6 Funds. Deliver the Purchase Price, Public Benefit Contribution and all other funds held by the Escrow Agent for the account of the City to the City, less the City's share of the Escrow closing costs, less the funds reserved or"held back"pursuant to the Environmental Holdback Agreement, and less any other chazges to the account of the City, and return all remaining funds held by the Escrow Agent for the account of the Developer to the Developer, less the Developer's share of the Escrow closing costs, and less any other chazges to the account of the Developer. The Escrow Agent shall retain the Holdback Amount until such time as the parties mutually direct its disbursement in writing; and 3.7.7 Report to Il2S. Following the Close of Escrow and prior to the last date on which such report is required to be filed with the Internal Revenue Service, if such report is required pursuant to Section 6045(e) of the Internal Revenue Code, the Escrow Agent shall report the gross proceeds of the purchase and sale of the City Property to the Internal Revenue Service on Form 1099-B, Form W-9 or such other form(s) as may be specified by the Internal Revenue Service pursuant to Section 6045{e) or the associated Federal regulations. Upon the filing of such reporting form with the Internal Revenue Service, the Fscrow Agent shall deliver a copy of the filed form to both the City and the Developer. 3.8 Close of Escrow. The Close of Escrow shall occur on or before the Escrow Closing Date. The Parties may mutually agree to change the Escrow Closing Date by joint written instruction to the Escrow Agent. 3.9 Escrow Closing Costs, Taxes and Title Policy Premium. The City and the Developer shall each pay one-half(1/2} of the Escrow fees and such other costs as the Escrow ! Agent may charge for the conduct of the Escrow. The City shall pay the premium charged by ' the Title Company for a CLTA standard form Title Policy, exclusive of any endorsements or ' other supplements to the coverage of the Title Policy that may be requested by the Developer, and any documentazy transfer tax relating to the conveyance of the City Pzoperty from the City ' to the Developer through the Escrow that is due at the Close of Escrow. The Developer shall pay any and all recording fees, any and all other charges, fees and taxes levied by a Govemment ' Agency arising or relating to the conveyance of the City Property through the Fscrow and the cost of any endorsements or supplements to the coverage of the Title Policy requested by the Developer. The Escrow Agent shall Notify both the Developer and the City of the costs to be borne by each of them at the Close of Escrow by delivering the Escrow Agent's estimated , closing/settlement statement to both the City and the Developer, at least four (4) business days prior to the Fscrow Closing Date. 3.10 Escrow Cancellation. If the Escrow is cancelled and this Agreement is terminated pursuant to a contractual right granted to a Party in this Agreement to cancel the Escrow and terminate this Agreement, other than due to an Event of Default attributable to the other Party,the Parties shall pay any associated costs and do each of the following: 3.10.1 Cancellation Instructions. The Parties shall, within three (3) business days foliowing receipt of the Escrow Agent's written request, execute any reasonable Escrow cancellation instructions requested by the Escrow Agent; and 2� 2013.118/BLOCK 2 HUNTER STORM REV:07-26-13 PT