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title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by
<br />City of any such policy of insurance, whether such insurance complies with the requirements of this
<br />paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of
<br />Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to
<br />City by reason of the failure of Seller to convey title or to provide title insurance as required in this
<br />Agreement.
<br />4. Escrow. City agrees to open an escrow at the office of Commonwealth Land Title Company, 4100
<br />Newport Place Drive, Suite 120, Newport Beach, California, (the Escrow Agent) within five (5) days from and
<br />after the 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 sixty (60) days of the City's execution
<br />of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due
<br />to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow,
<br />then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it
<br />has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall
<br />cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter.
<br />Buyer shall be entitled to 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 "C" 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 "C" 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 4985 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 or said real property for said fiscal year which have
<br />been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that
<br />portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded
<br />and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State
<br />of California, To the extent that Seller has prepaid any taxes or assessments attributable to the Property;
<br />Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon
<br />written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no
<br />case 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, temporary construction easement, fixtures & equipment
<br />(improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of Six
<br />Hundred and Forty Thousand Dollars and no/100 ($640,000.00). City agrees to deposit said purchase
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