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

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City Dr�ft 6128113 the Escrow Closing Date by written Notice to both Parties and, thereafter, sha11 close the Escrow by doing a11 of tkie following: 3.7.1 Recordation and Distribution of Documents. Escrow Agent shall file the fotlowing documents with the office of the Recozder of the County for recording in the afficial records of the County, in the follow�ing order, at the Close of Escrow: (i)the City Deed covering the City Property, (ii)the Notice of Agreernent to be recorded against the Site, (iii) Senior Loan Martgage ta be recorded against the Site, if applicable, (iv)the Parking Covenant and Agreement to be recorded against the Site, and (v) any other documents to be recorded through the Escrow upon the joint instructiox�s of the Parties. The Escrow Agent shall deliver confortned copies of all documents filed for recordimg in the official recards of the County and originals or copies of all other documents delivered through the Escrow to the City, the Developer and any other Ferson designated in the joint escrow instructions of the Parties to receive an original or conformed copy of each such document. Each copy of a document filed for recording shall show all recording information. The Parties intend and agree that this Section 3.7 shall establish the relative priorities of the documents to be recorded in the official recards of the County through the Escrow, by providing for recordarion of senior interests prior in time to junior interests, as provided in tk�is Section 3.7; 3.7.2 PCO Reuort. FiZe the PCO Report with the office of the Recorder of the County of San Mateo, Califarnia; 3.7.3 FIRPTA Affidavit File the FIRPTA Affidavit with the United States Internal Revenue Service; 3.7.4 Form 593. File the Form 593 with the State of California Franchise T�Board; 3.7.5 Tit�e Policv. Obtain and deliver the Title Policy to the Developer; 3.7.6 Funds. DeIiver the Purchase Price, Public Benefit Contribu�ian and al� other funds hetd by the Escrow Agent far 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, I aand less any other charges to the accaunt of the City, and return all rexnaining funds held by the Escrow Agen� for the account of the Developer to the Developer, less the Developer's share of the Escrow closing costs, and less any other charges ta the account of the Developer. The Escrow Agent shall retain the Holdback Amount until such tirne as the parties mutually direct its disbursement in writing. 3.7.7 Report to IRS. Following the Ctose 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 Tnternal Revenue Code, the Escrow Agent sha11 report the gross proceeds of the purchase and sale of the City Properiy to the Intemal 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 b045(e) or the associated Federal regula�ions. Upon the filing of such reporting form with the Internal Revenue Service, the Escrow Agent shall deliver a copy of the�led form to both the City and the Developer. 82483.000091757131210 26