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NOW, THEREFORE, in consideration for the benefits set forth herein and for <br />other good and valuable consideration, the receipt and sufficiency of which is <br />acknowledged, the Parties agree as follows: <br />TERMS AND CONDITIONS <br />1. PURCHASE AND SALE OF PROPERTY. City hereby agrees to purchase <br />from Seller, and Seller agrees to sell to City the Property, upon the terms and conditions <br />hereinafter set forth. <br />2. PURCHASE PRICE. The total purchase price for the Property, which <br />includes the value of the land and improvements is FOUR MILLION DOLLARS and <br />00/100 ($4,000,000.00) ("Purchase Price"). <br />2.1 Payment of Purchase Price. <br />(a) Not later than five (5) business days following the Opening of <br />Escrow, as defined herein, City shall deposit in Escrow in good funds, the sum of <br />SEVENTY-FIVE THOUSAND DOLLARS and 00/100 ($75,000.00) ("Initial <br />Deposit"), which Initial Deposit shall be applicable to the Purchase Price upon <br />Closing. City shall have the unqualified and unrestricted right to terminate its <br />obligations under this Agreement on or before the expiration of the Due Diligence <br />Period, hereinafter defined. In the event this Agreement is terminated by City on <br />or before the expiration of the Due Diligence Period, the Initial Deposit shall be <br />promptly returned to City. If the City disapproves of any of the due diligence <br />items pursuant to the terms of Section 5, below, the Initial Deposit and Extension <br />Deposit (hereinafter defined), if any, shall remain refundable until all items are <br />approved by City, or this Agreement is terminated by City as specified herein. <br />(b) On or before the Closing Date, hereinafter defined, City shall <br />deposit the balance of the Purchase Price, subject to any other credits or debits <br />hereunder, with Escrow Holder in "good funds." "Good funds" shall mean a wire <br />transfer of funds, cashier's or certified check drawn on or issued by the offices of <br />a financial institution located in the State of California, or cash. <br />2.2 Interest Bearing Account. Escrow Holder shall deposit the funds specified <br />in Section 2.1 above in an interest bearing account. All interest earned on said funds <br />shall be credited to City. <br />3. ESCROW. This Agreement constitutes the joint escrow instructions of the <br />City and Seller. Escrow Holder, to whom these instructions are delivered, is hereby <br />empowered to act under this Agreement. <br />3.1 Opening Of Escrow. Within five (5) business days after the execution of <br />this Agreement, the Parties shall open an escrow ("Escrow") with the Escrow Holder by <br />causing an executed copy of this Agreement to be deposited with Escrow Holder. <br />Agreement for Purchase and Sale of Real Property and Escrow Instructions Page 2 <br />