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7.A. - Page 155 filing of such reporting form with the Internal Revenue Service, the Escrow 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 j oint 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 documentary transfer tax relating to the conveyance of the City Property 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 Government Agency arising or relating to the conveyance of the City Property through the Escrow 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 Escrow 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 following receipt of the Escrow Agent's written request, execute any reasonable Escrow cancellation instructions requested by the Escrow Agent; and 3.10.2 Return of Funds and Documents. Within seven (7) days following receipt by the Parties of a settlement statement from the Escrow Agent of cancellation charges regarding cancellation of the Escrow and the Title Policy order, if any. (i) the Developer or the Escrow Agent, respectively, shall return to the City any documents previously delivered by the City to the Developer or the Escrow Agent regarding the Escrow, (ii) the City or the Escrow Agent, respectively, shall return to the Developer all documents previously delivered by the Developer to the City or the Escrow Agent regarding the Escrow; (iii) the Escrow Agent shall return to the Developer any funds deposited into the Escrow by the Developer, except as otherwise provided in Section 7.4.3, less the Developer's share of any customary and reasonable cancellation charges of the Escrow and Title Policy order, if any; and (iv) the Escrow Holder shall return to the City any funds deposited into the Escrow by the City, less the City's share of any customary and reasonable cancellation charges of the Escrow and Title Policy order, if any. 3.11 Escrow Notices. All notices and communications from the Escrow Agent to the Parties shall be given in the manner provided in Section 8.5 of this Agreement. 82483.00009\7571312.11 27 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT