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4. Escrow. City agrees to open an escrow at the office of Golden Coast Escrow, 130 Centennial Way, <br />D, Tustin, California, (the Escrow Agent) within five (5) days from and after the date on which the City has <br />approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller <br />and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the <br />escrow. Escrow to close within thirty (30) days of the City’s execution of this Agreement. If escrow is not in a <br />condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or <br />interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, <br />request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. <br />Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no <br />such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to <br />possession of the Property immediately upon close of Escrow. <br />The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of <br />this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated <br />herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of <br />this Agreement, shall carry out its duties as Escrow Agent hereunder. <br />City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer <br />taxes, recording fees, cost of title insurance, re-conveyance fees, document preparation fees, escrow fees <br />and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment <br />of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil <br />Code Procedures Section 1265.240. <br />The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed <br />upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement. <br />5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within <br />which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared <br />and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State <br />of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of <br />the State of California for that portion of property taxes on said real property for said fiscal year which have <br />been paid prior to the date the deed, as detailed in Exhibit "C" attached hereto and incorporated herein by <br />this reference, conveying said real property to City is recorded which is allocable to that portion of the fiscal <br />year which begins on the date the deed conveying said real property to City is recorded and made <br />uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of <br />California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller <br />shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written <br />request, Buyer shall assist Seller, at Seller’s sole cost, in obtaining said refund, if any; however, in no case <br />shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. <br />All unpaid taxes on said real property for any and all years prior to the fiscal year within which said <br />conveyance is made shall be paid by Seller before conveyance of said real property to City. <br />6. Payment of Purchase Price. City agrees to pay to Seller and Seller agrees to accept from City, as <br />and for the full purchase price for said real property, fixtures & equipment (improvements pertaining to the <br />realty), goodwill (if any), and severance damages, the total sum of $765,000 (Seven Hundred Sixty-Five <br />Thousand Dollars). City agrees to deposit said purchase price, which are funds available from the American <br />Rescue Plan Act as detailed in Exhibit “D”, in escrow with the Escrow Agent within THIRTY (30) days from <br />and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby <br />authorized to pay the same to Seller upon and after: <br />a) Conveyance of said real property by Seller to City as hereinabove provided; <br />b) Acceptance by City of a Grant Deed conveying said real property to City;