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3.1 The District shall open an escrow with Northwestern Title <br />Company, ("Escrow Company") within ten (10) days after the <br />execution of this Agreement. The--escrow shall be opened upon <br />deposit with the Escrow Company of one (1) fully executed <br />counterpart of this Agreement. This Agreement shall constitute <br />escrow instructions to the Escrow Company, as well as the Agreement <br />for the exchange of the real property; provided, however, the <br />parties shall execute such supplementary instructions as may be <br />necessary to carry out the terms of this Agreement or any related <br />agreement or as may be reasonably requested by the Escrow Company <br />prior to the closing date. <br />3.T On or before the closing date, instruments in respect of <br />the exchange shall be deposited in escrow by the City and the <br />District as follows: <br />(a) The City shall deposit a Grant Deed, duly <br />authorized and executed by the City, in recordable form <br />sufficient to convey to the District marketable <br />title to the real property described in Exhibit C and the <br />easements set forth in Paragraph 2.1. <br />(b) The District shall deposit Grant Deeds, duly <br />authorized and executed by the District, in recordable <br />form sufficient to convey to the City marketable title to <br />the real property described in Exhibits A and B reserving <br />the easements as set forth in Paragraphs 2.2 and 2.3. <br />3.3 After the foregoing have been deposited by the City and <br />the District, and the Title Company is prepared to issue its policy <br />of Tittle Insurance in accordance with Section 5.2, the Escrow <br />Company shall: <br />(a) Record the City's Grant Deed to the real <br />property described in Exhibit C and instruct the County <br />Recorder to deliver that Deed to the District. <br />(b) Record the District's Grant Deeds to the real <br />property described in Exhibits A and B and instruct ~:e <br />County Recorder to deliver the Deed to the City. <br />3.4 The City and the District shall each pay one-half of all <br />expenses of escrow and closing, including all fees for the <br />recording of the deeds, the premiums for the policies of title <br />insurance, and escrow fees. <br />3.5 The following shall be prorated as to the respective <br />properties between the City and the District on the basis of a <br />thirty-day (30) month as of the date on which escrow closes: real <br />property taxes (if any), special assessment (if any), and/or <br />interest thereon. <br />3.6 The parties shall advise the Escrow Company prior to the <br />close of escrow of the manner in which title shall vest. <br />3 <br />