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10. Proceeds of Escrow: Removal of Exceptions to Title. Prior to close of escrow, Owner shall cause the removal of <br />all exceptions to title to the Property that were recorded after the date of this Agreement. All amounts required to be deposited into <br />escrow by the City shall be applied first to the payment of any and all liens and encumbrances recorded against the Property in order <br />of lien priority, and thereafter to the payment of escrow fees and closing costs. Any amounts remaining after the amounts deposited <br />into escrow by the City have been so applied, if any, shall be paid to Owner upon the close of escrow. If the amounts deposited into <br />escrow by the City are insufficient to satisfy all liens and encumbrances recorded against the Property, the Owner shall deposit into <br />escrow such additional sums as may be required to remove said liens and encumbrances. In the event that the City agrees to <br />proceed with close of escrow prior to the date that Owner has caused all exceptions to title recorded after the date of this Agreement <br />to be removed, then Owner shall indemnify, defend and hold City harmless from any and all costs expenses or liabilities (including <br />attorneys' fees) incurred or suffered by City that relate to such exceptions and their removal as exceptions to title to the Property. <br />11. Base Resale Price. Prior to adjustment pursuant to Section 12 the base resale price ("Base Resale Price") of the <br />Property shall be the lowest of: <br />Appraisal Method. <br />City or its designee shall have an appraisal made by a neutral professional appraiser of its choice to establish the market <br />value. The Owner may also have an appraisal made by a neutral professional appraiser of Owner's choice to establish the market <br />value. If agreement cannot be reached, the average of the two appraisals shall be deemed to be the market price. This requirement <br />for an appraisal may be waived by the City if, in the exercise of its judgment, the appraised value will be substantially higher than the <br />price determined in subsection 11(b) below. <br />b. Base Price Method. <br />The purchase price of [Enter Original Purchase Price] paid by Owner plus the amount of any prepayment fees paid by the <br />Owner -Seller at the time said Owner purchased the Premises ("base price"), plus the lesser of either (i) the rate of increase of Area <br />Median Income ("AMI") as published periodically by the United States Department of Housing and Urban Development for Alameda <br />County during the seller's ownership; or (ii) the rate of increase in the housing component of the San Francisco -Oakland metropolitan <br />area Consumer Price Index ("CPI") as published periodically by the United States Department of Labor during seller's ownership. To <br />calculate the base resale prices using AMI and CPI, the base price shall be compounded by the annual rate of increase for the AMI <br />and CPI from the date in which the selling Owner purchased the Premises through the date of receipt by City of the selling Owner's <br />notice of intent to sell. The maximum resale price will be the lowest value between the fair market value using the Appraisal Method <br />above, AMI compounded base price and CPI compounded base price. In no event shall the resale price be lower than the price paid <br />by the selling Owner when he/she/they purchased the Premises. <br />In no event shall City become in anyway liable to Owner, nor become obliged in any manner, by reason of the assignment <br />of its right to purchase, nor shall City be in anyway obligated or liable to Owner for any failure of City's assignee to consummate a <br />purchase of the premises or to comply with the terms of any purchase and sale agreement. <br />12. Adiustments to Base Resale Price. Subject to the Affordable Housing Cost restriction described in subsection (d) <br />below, the Base Resale Price shall be increased or decreased, as applicable, by the following adjustment factors ("Adjustment"): <br />a. Capital Improvements. An increase for capital improvements made to the Property by Owner, but only if <br />the amount of said improvements had been previously accepted in writing by the City after original written documentation of the cost <br />was provided to the City for verification. The amount of the Adjustment shall equal the original cost of any such capital improvements <br />depreciated on a straight-line basis based upon the estimated useful life of the improvement stated in the City's prior written <br />acceptance of said improvement. <br />b. Damages. A decrease by the amount necessary to repair damages to the Property, if any, and to place <br />the Property into saleable condition as reasonably determined by the City, including, without limitation, amounts attributed to cleaning; <br />painting; replacing worn carpeting and draperies; making necessary structural, mechanical, electrical and plumbing repairs; and <br />repairing or replacing built-in appliances and fixtures. <br />C. Advances by the City. A decrease in an amount equal to the sum of all costs advanced by the City for <br />the payment of mortgages, taxes, assessments, insurance premiums, homeowner's association fees and/or associated late fees, <br />costs, penalties, interest, attorneys' fees, pest inspections, resale inspections, fixing violations of applicable building, plumbing, <br />783016-1 <br />