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4. Escrow. City agrees to open an escrow at the office of Fidelity National Title, 4400 MacArthur Blvd. Suite 200, Newport Beach, California, (the "Escrow Agent") within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within thirty (30) days of the City's execution of this Agreement. 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 Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the parties under this Agreement 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 the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. Seller shall pay (a) the fees of any counsel/real estate agent representing Seller in connection with this transaction, (b) one-half (1/2) of any conveyance fee, transfer tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Property; and (c) one-half (1/2) of any escrow fee which may be charged by the Escrow Agent or Title Company. City shall pay (a) the fees of any counsel/real estate agent representing City in connection with this transaction; (b) the fee for the title examination and the Title Report, (c) the premium for the Owner's Policy of Title Insurance and any endorsements to be issued to the City by the Title Company at Closing; (d) the cost of the Survey, if needed; (e) one-half (1/2) of any conveyance fee, transfer tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Property; (f) the fees for recording the deed conveying the Property to the City, if any; and (g) one-half (1/2) of any escrow fees charged by the Escrow Agent or Title Company. All other costs and expenses incident to this transaction and the closing thereof shall be paid by the party incurring sarne. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real 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 said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real 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 said real 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 said real property to City. 6. Pavment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City. as and for the full purchase price for said real property, the total sum of $10,500,000 (Ten Million Five Hundred Thousand Dollars). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date hereof, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Recording of a Grant Deed conveying said real property to City;