Reso13 PC 13-14 2879 Planning Commission Recommending Approval of DDA for 950 Middlefield Road

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City Draft 6/28/13 instruci�ons. Any provision in t � Escrow Agent's standard or general escrow instructions at purports to exculpate the Escrow Agent from or require the Developer ox the City to indemnify the Escrow Agent against the Escrow Agent's negligence or wilIful misconduct shall be deemed "unreasonable" and shall not be included in any standard or general escrow instructions requested by the Escrow Agent. In the event of any conflict between the provisions of this Agreement and any such standard ar general escrow instructions requested by the Escrow Agent, the provisians 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 Det�osit. Within five (5) days following the opening of Escraw, the Developer shall deposit an amount equal to F1VE HiTNDRED THOUSAND DOLLARS ($500,000) ("Escrow Deposit") �nto the Escrow. The Escrow Deposit sha11 become non-refundable npon the termination of the Due Diligence 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 reiunned to Developer, as set forth in Section 3.10.2 and 7.3.2. 2.2.2 At C�ose of Escrow. At least one (1) business day preceding the Escrow Closing Date, the Develaper shall deposit into the Escrow the amount of the Furchase Price, less the arnount of the Escrow Deposit. 2.3 Title Appraval. 2.3.1 Develo�er's Title Notice. Within�ve{5) days after the Effective Date of this Agreement, the City shaJ.l request the Preliminary Report from the Title Company, with instructxons to the Title Cornpany to deliver a copy of tl�e Preliminary Report to the Developer concurrent with delivery af the Preliminary Report to the City. Witl�in thirty(30) days following the Developer's receipt of the Preliminary Report, the Developer shall deliver t�e Developer's Title Notice to the City. The City agrees that it will not cause, pernut or suffer any liens, encumbrances or other matters affectang title to the City Property after the date of the Preliminary Report unless appraved zn writing by the Developer, which approval may be gran�ed or withheld in Developer's sole discretion. 2.3.2 Failure to Deliver Develoner'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 Prelirninary Report, the Developer shall be deemecl to disapprove the status of dtle to the City Property and refuse to accept title to the City Property. � 2.3.3 City's Title Notice Res�onse. Within fifteen (15) days following the earlier of the City's receipt of Developer's Title Notice or expiration of the time period provided in this Section 2.3 for delivery of Developer's Title Notice, the Caty sha11 serve City's Title Notice Response. If the Developer's Title Notice does not disapprove or conditionally approve any matter in the Preliminary Report or the Developer fai�s to deli�er tl�e Developer's Titie Notice, the City shall not be required to serve City's Title Notice Response. If the City daes not serve City's Title]Votice Response, if necessary, within fifteen (15) days following its receipt of s2as3.00aos��s7i3�z.io ��