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4. EscrOW. City agrees to open an escrow at the office of Commonwealth Title Company at 4100 <br />Newport Place Dr. Suite 120 Newport Beach, California, (the Escrow Agent) within five (6) 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 "B" attached hereto and incorporated <br />herein by this reference, in writing, delivered to the City and to the Seller within five (8) 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, and Exhibit "B" of the General Provisions of this Agreement. <br />6. 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 Ana 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 conveying said real property to City is retarded 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 Purchgse 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, and severance damages, the total sum of 090e Million <br />Three Hundred Thousand Dollars ($1,300,000,00). City agrees to deposit said purchase price in escrow <br />with the Escrow Agent within thirty (30) days from and after the date on which the City has approved this <br />Agreement, and the Escrow Agent is hereby 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; <br />4461760,1 - N1565.1 <br />25G-6 <br />