25L - AGMT - BRISTOL IMPROVEMENTS PHASE 3A

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upon the opening of the escrow. Escrow to close within sixty (60) days of City's execution of this PSA. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then Buyer may, at its option, request cancellation of escrow and this PSA and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this PSA shall cease and terminate, If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to City and to Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to City the cost of any transfer taxes, recording fees, cost of title insurance, re- conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of the Property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedure Section 1265.240. The liability to the Escrow Agent under this PSA is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement. 6. Property Taxes. Property taxes, if any, on the Property for the fiscal year within which the Property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying the Property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying the Property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property, Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. All unpaid taxes on the Property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of the Property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for the Property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of Four Million Six Hundred Thirty -Five Thousand Two Hundred and Forty -Five Dollars ($4,635,245.00) City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which City has approved this Agreement after which the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Proper and valid execution and recordation of the Grant Deed conveying the Property by Seller to City as hereinabove provided; (b) Acceptance by City of the Grant Deed conveying said real property to City attached hereto as Exhibit C, which by way of execution of this PSA by City shall be deemed acceptance thereof; (c) Delivery to City of the policy of title insurance as hereinabove provided; 25L -16