4 c. Conveyance of Title . Seller shall convey by Grant Deed to City marketable fee simple title to the Subject Property free and clear of all recorded and unrecorded liens, encumbrances, assessments, easements, leases, and taxes, except:
i. Taxes for the fiscal year in which this transfer occurs. ii. Quasi-public utility, public alley, public street easements and rights of way of record.
iii. Item numbered N/A of the title report dated January 18, 2024 , issued by Fidelity National Title Company. Order No. FFOM - 2012201088 -BW.
d. Defects in Title. The City reserves the right to accept title to the property interest to be acquired by City herein subject to certain defects in any or all matters of record title to the Subject Property. In consideration for Seller receiving the total sum as stated in Paragraph 3, the undersigned Seller covenants and agrees to indemnify and hold the City harmless from any and all claims and demands third parties may make or assert and causes of action third parties may bring which arise out of or are i n connection with the foregoing defects in title to the Subject Property. The Seller’s obligation herein to indemnify and hold harmless the City shall not exceed the amount paid to the Seller under specified in Paragraph 3. e. Financial Liabilities. It is understood that Seller shall be responsible for the payment of all taxes, penalties, redemptions, and costs allocable to the Subject Property. Rents, if any, shall be prorated at the Close of Escrow and rents coming due after Close of Escrow shall be paid to City.
If any rents have been or are collected by the Seller for any period after Close of Escrow, Seller shall refund such rents to the City. Seller shall repay to the tenant(s) (or list the tenants by name), any cleaning, key or other deposits, excluding rents paid in advance, and indemnify and hold the City harmless for any claim therefor.
f. Destruction or Loss prior to Close of Escrow. The risk of damages to or loss of improvements due to fire or other cause shall be Seller’s until title p asses to City at Close of Escrow. In the event any of the improvements on the Subject Property are destroyed or damaged prior to Close of Escrow, the purchase price shall be adjusted in the amount that the fair market value is reduced by such loss or damage, such reduction to be determined by appraisal. City shall select an appraiser therefor, and if Seller does not agree to such appraiser, Seller shall appoint an appraiser and the two appraisers shall appoint a third appraiser. The finding of the appraiser, or if there are three appraisers, the finding joined in by two of the three appraisers shall be binding on both parties and the sale shall be completed at the original escrow price less the reduction so fixed by appraisal. Notwithstanding the foregoi ng, if the cost of restoring the damaged improvement to a condition equal to its condition on date of this agreement exceeds ten (10) percent of the original purchase price of the
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