20A - AA - PURCHASE AND SALE OF CITY OWNED PROPERTY

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referred to as the "Effective Date." The parties shall execute and deliverto Escrow Holder such escrow instructions prepared by Escrow Holder, as may be required to consummate the transaction contemplated by this Agreement. If there is any inconsistency between such instructions and this Agreement, this Agreement shall control unless the parties expressively agree in writing otherwise. The Escrow instructions shall include the following terms and conditions of sale: 2.1 Purchase Price The total purchase price for the Property shall be the sum of Two Million Dollars ($2,000,000.00) ( "Purchase Price "). (a) Escrow Deposit. Within three (3) business days following the Effective Date, Buyer will remit into escrow a deposit of Sixty Thousand Dollars ($60,000.00) ( "Escrow Deposit "). Such Escrow Deposit shall be fully refundable until the expiration of the Due Diligence Period and as otherwise set forth herein. Such Escrow Deposit shall be credited towards the Purchase Price paid to Seller as provided in this Agreement. (b) Closing Payment. The Purchase Price, as adjusted by the application of the Escrow Deposit and by the proration and credits specified herein, shall be paid by Buyer to Seller in cash at the Close of Escrow (the amount to be paid under this Section 2.1(b) being herein called the "Closing Payment "). (c) Independent Consideration. Escrow Holder shall pay portion of the Escrow Deposit in the amount of One - Hundred Dollars ($100.00) ( "Independent Consideration ") to Seller upon the earlier to occur of the Close of Escrow (as defined below) or the termination of this Agreement for any reason. The Independent Consideration constitutes bargained -for consideration forthis Agreement and Buyer's rights under Section 2.6(d) and is expressly acknowledged to be adequate. The obligation of Buyer to pay the Independent Consideration to Escrow Holder, and the obligation of Escrow Holder to pay the same to Seller, are unconditional and shall survive any termination of this Agreement. 2.2 Close of Escrow If Buyerdoes not exercise its right to terminate this Agreement under Section 2.6(d) prior to the expiration of the Due Diligence Period (as defined below), then Escrow shall close ( "Close of Escrow ") five (5) business days subsequent to Buyers attainment of all of the Approvals (as defined below) including, without limitation, the building permit and all related municipal approvals for the Intended Use (as defined below). If Escrow is not in a condition to close by five (5) business days subsequent to Buyer's attainment of all of the Approvals, Escrow shall be closed as soon as possible thereafter. 20A -14