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b. Terms of Payment. The terms for City payment of the City Funds shall be <br /> as specified in the Method of Payment (Exhibit C). Any change in the terms <br /> of payment of the City Funds is subject to the approval of the Housing <br /> Coordinator or his /her authorized representative, and shall not be binding on <br /> City unless approved in writing. In no event shall the terms of payment of <br /> the City Funds be changed to increase the amount of the City Funds. <br /> Payment of the City Funds shall be conditioned on Kainos' performance of <br /> all actions and obligations required prior to Close of Escrow, as defined in <br /> Exhibit C, in a manner satisfactory to the Housing Coordinator or his /her <br /> representative. <br /> c. Title Company and Fees and Close of Escrow. Kainos shall submit to City a <br /> Disclosure of Estimated Fees from Cornerstone Title Company, or such <br /> other escrow company as may be agreed upon by Kainos, the seller /owner <br /> of the Property and City, prior to City's deposit of the City Funds into <br /> escrow. Provided all conditions precedent to City deposit of the City Funds <br /> into escrow have been met, City shall deposit $400,000.00 into the escrow <br /> account prior to Close of Escrow, but in no event earlier than three days <br /> prior to Close of Escrow. Kainos shall be solely responsible for payment of <br /> any and all title or escrow fees incurred in connection with Kainos' purchase <br /> of the Property. <br /> 3. RELATIONSHIP OF PARTIES <br /> It is expressly understood that this is an agreement between two (2) <br /> independent parties and that no agency, employee, partnership, joint venture or <br /> other relationship is established by this Agreement. <br /> 4. HOLD HARMLESS <br /> Kainos shall indemnify, defend (with counsel reasonably acceptable to <br /> City) and hold harmless the City, its Council, and its officers, boards, <br /> commissions, agents and employees (collectively, "Indemnitees ") from all claims, <br /> suits or actions of every name, kind and description, brought for, or on account <br /> of, injuries to or death of any person, or damage to property of any kind <br /> whatsoever and to whomsoever belonging, including, but not limited to, the <br /> concurrent passive negligence resulting from the acts, omissions, negligence or <br /> willful misconduct of Kainos or its officers, agents, employees, servants, <br /> contractors or subcontractors, provided that this indemnity shall not apply to <br /> claims for which one or more of Indemnitees have been found in a court of <br /> competent jurisdiction to be solely liable by reason of its or their own active <br /> negligence or willful misconduct. <br /> The duty of Kainos to indemnify and save harmless, as set forth herein, <br /> shall include the duty to defend as set forth in Section 2778 of the California Civil <br /> Code. <br /> ATTY /AGR/2010.083 3 <br /> 091610 <br />