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rights of action for damages or any other rights which may accrue to City by reason of the failure of <br />Seller to convey title or to provide title insurance as required in this Agreement. <br />4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, <br />2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the <br />date on which the City has approved this Agreement. This Agreement constitutes the joint escrow <br />instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the <br />Escrow Agent upon the opening of the escrow. Escrow to close within one hundred and twenty (120) <br />days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of <br />Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the <br />Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow <br />and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and <br />liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, <br />Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the <br />Property immediately upon close of Escrow. <br />The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its <br />acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and <br />incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days <br />after delivery of 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 <br />fees and any other closing costs incidental to the conveying of said real property to City. Penalties for <br />prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived <br />pursuant to Civil Code Procedures Section 1265.240. <br />The liability to the Escrow Agent under this Agreement is limited to performance of the obligations <br />imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this <br />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 <br />cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code <br />of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and <br />Taxation Code of the State of California for that portion of property taxes on said real property for said <br />fiscal year which have been paid prior to the date the deed conveying said real property to City is <br />recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying <br />said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the <br />Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or <br />assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due <br />thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in <br />obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that <br />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, <br />as and for the full purchase price for said real property, fixtures & equipment (improvements pertaining to <br />the realty), goodwill (if any), and severance damages, the total sum of Seven Hundred Twelve <br />Thousand, One Hundred Thirty and no /100 Dollars ($712,130.00), derived as shown in Exhibit "C "- <br />