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purpose of consummating the purchase and sale of the Property, as described herein. <br />The date on which Escrow is opened with Escrow Holder shall be referred to as the <br />"Effective Date." The parties shall execute and deliver to Escrow Holder such escrow <br />instructions prepared by Escrow Holder, as may be required to consummate the <br />transaction contemplated by this Agreement. If there is any inconsistency between <br />such instructions and this Agreement, this Agreement shall control unless the parties <br />expressively agree in writing otherwise. The Escrow instructions shall include the <br />following terms and conditions of sale: <br />2.1 Purchase Price <br />The total purchase price for the Property shall be the sum of <br />("Purchase Price"). <br />(a) Escrow Deposit. Within three (3) business days following the <br />Effective Date, Buyerwill remit into escrow a deposit of ten percent (10%) of the purchase <br />price, or ("Escrow Deposit"). Such Escrow Deposit shall be <br />credited towards the Purchase Price paid to Seller as provided in this Agreement. <br />(b) Closing Payment. The Purchase Price, as adjusted by the <br />application of the Escrow Deposit and by the proration and credits specified herein, shall <br />be paid by Buyer to Seller in cash at the Close of Escrow (the amount to be paid under <br />this Section 2.1(b) being herein called the "Closing Payment"). <br />(c) Independent Consideration. Escrow Holder shall pay a <br />portion of the Escrow Deposit in the amount of One Percent (1 %) of the purchase price, <br />or ("Independent Consideration") to Seller upon the earlier to <br />occur of the Close of Escrow (as defined below) or the termination of this Agreement for <br />any reason. The Independent Consideration constitutes bargained -for consideration for <br />this Agreement and Buyer's rights under Section 2.6(d) and is expressly acknowledged <br />to be adequate. The obligation of Buyer to pay the Independent Consideration to Escrow <br />Holder, and the obligation of Escrow Holder to pay the same to Seller, are unconditional <br />and shall survive any termination of this Agreement. <br />2.2 Close of Escrow <br />Escrow shall close ("Close of Escrow") (Duration) business days <br />subsequent to the Effective Date of this Agreement or as soon as possible thereafter. <br />City of Santa Ana RFP 19-026 <br />Attachment 4 <br />