AgdaPkt 2021.02.08 Joint SA PFA - Laserfiche WebLink

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8.A. - Page 27 of 154 money, papers and documents until instructed by a court of competent jurisdiction or mutual instructions. 7.6_ Escrow Agent Responsibility. The responsibility of the Escrow Agent under this Agreement is expressly limited to Sections 1, 2, 3, 4, 5, 6, 7, 8, and i l of this Agreement and to its liability under any policy of title insurance issued in regard to this Escrow. 7.7. Escrow Fees, Charges and Costs. City and Developer shall each pay one- half of all usual fees, charges, and costs, which arise in this Escrow. 7.8. FIRPTA. Developer and City agree to execute and deliver as directed by Escrow Agent any instrument, affidavit, and statement, including without limitation a Non - Foreign Transferor Declaration, and to perform any act reasonably necessary to comply with the provisions of FIRPTA and any similar state act and regulation promulgated thereunder. If the provisions of FIRPTA or similar state act apply to the transaction memorialized in this Agreement, and unless is Developer not a "foreign person" or an exemption applies, the Escrow Agent shall charge and collect from Developer all amounts necessary to comply with all applicable provisions of FIRPTA and any similar state act. 7.9. Tax Requirements. Escrow Agent shall prepare and file with all appropriate governmental or taxing authorities a uniform settlement statement, closing statement, tax -withholding forms including an IRS 1099-S form, and be responsible for withholding taxes, if any such forms are provided for or required by law. 7.10. Transfer Taxes. Developer shall pay transfer taxes, if any, due in connection with the Exchange. 8. Conditions Precedent to Close of Escrow. 8.1. Ci 's Conditions Prior to Closing. The obligation of the City to complete the Exchange is subject to the satisfaction or waiver by City of all of the following conditions: a. No challenge, appeal, or referendum has been initiated related to any of the Existing Approvals within thirty-five (35) days after the City's posting of a California Environmental Quality Act notice of determination related to the Existing Approvals, or, if challenge, appeal, or referendum has been filed, such challenge, appeal, or referendum has been finally resolved in a manner acceptable to City in its reasonable discretion. b. City shall have made all required findings and issued all required approvals, in its sole discretion, with regard to the vacation of the Maple Street Vacation Area, and shall have taken all actions necessary to accomplish the City Vacation Action. C. If required, Developer shall have delivered through Escrow a Non - Foreign Transferor Declaration duly executed and in the form provided by Escrow Agent. d. Developer shall have delivered through Escrow such other funds and documents as are necessary to comply with Developer's obligations under this Agreement. REV: 01-21-20201 PR ATTYIAGR.2021.011/1548 Maple LLC (Page 5 of 25) 239