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HomeMy WebLinkAboutResolution No. 23-8185 - Approving Purchase and Acq of Temp Construction Easement for Property located at 9920 Lakewood BlvdRESOLUTION NO. 23-8185 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY APPROVING THE PURCHASE AND ACQUISITION OF AN EASEMENT FOR PROPERTY LOCATED AT 9920 LAKEWOOD BOULEVARD PURSUANT TO THE ADOPTED MITIGATED NEGATIVE DECLARATION FOR THE "LAKEWOOD BOULEVARD AT FLORENCE AVENUE INTERSECTION IMPROVEMENT PROJECT" WHEREAS, the City of Downey ("City") has negotiated a purchase agreement with Kitsigianis Properties, LLC a California limited liability company, as to an undivided 55% interest; Demetrios K. Bakolas and Konstantina D. Bakolas, Trustees of the Bakolas Family Trust, as to an undivided 30% interest; and Geliann Kitsigianis, or her successor(s), as Trustee of the Geliann Kitsigianis Revocable Trust dated December 30, 2014, as may be amended, as to an undivided 15% interest, subject to Item No. 14 ("Seller"), pursuant to which the City would acquire an Easement located at 9920 Lakewood Boulevard, Downey, CA for a purchase and acquisition price of Four Hundred Dollars ($400.00) ("Agreement"); and WHEREAS, on September 14, 2021, the City Council, pursuant to the California Environmental Quality Act (Pub. Res. Code §§ 21000 et seq.) (CEQA), and the State CEQA Guidelines (14 Cal. Code Regs. §§ 15000 et seq.) determined that a Mitigated Negative Declaration (MND) be prepared pursuant to CEQA in order to analyze all potential adverse environmental impacts of the Lakewood Boulevard at Florence Avenue Intersection Improvements project ("Project"); and WHEREAS, pursuant to CEQA, when taking subsequent discretionary actions in furtherance of a project for which an Environmental Impact Report (EIR) has been certified, the lead agency is required to review any changed circumstances to determine whether any of the circumstances under Public Resources Code section 21166 and State CEQA Guidelines Section 15162 require additional environmental review; and WHEREAS, the purchase and acquisition of the Easement has been evaluated in light of the standards for subsequent environmental review outlined in Public Resources Code section 21166, and State CEQA Guidelines section 15162; and WHEREAS, based on that evaluation, the MND fully analyzed and mitigated all potentially significant environmental impacts, if any, that would result from the purchase and acquisition of the Easement, and therefore, no subsequent EIR or mitigated negative declaration is required; and WHEREAS, the City Council has determined that approval of the Agreement and the sale transaction contemplated thereby, are in the best interest of the City and the public health, safety and welfare. THE CITY COUNCIL OF THE CITY OF DOWNEY DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. Having considered the administrative record, the MND and all written and oral evidence presented to the City Council, the Council finds that all environmental impacts of the purchase and acquisition of the Easement have been addressed within the MND. The City Council finds that no new or additional mitigation measures are required. The Council furtherfinds that there is no substantial evidence in the administrative record supporting a fair argument that the purchase and acquisition of the Easement may result in any significant environmental impacts beyond those analyzed in the MND. RESOLUTION NO. 23-8185 PAGE 2 the Agreement. August, 2 APPROVED AND ADOPTED this 8 th day of Au 7; 023. CLAVbIAM. FROMETA, Mayor U14AM — I HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council of the City of Downey at a Regular meeting held on the 8 th day of August, 2023, by the following vote, to wit: AYES: Council Members: Horn, Sosa, Trujillo, Frometa NOES: Council Members: None. ABSENT: Council Members: None. ABSTAIN: Council Members: None. —4AVALIZC�IADAAR� , MC City Clerk EXHIBIT A AGREEMEiVT TO PURCHASE REAL PROPERTY DOWNEY CALIFORNIA THIS AGREEMENT is entered into this day of 2023, by and among the CITY OF DOWNEY, A MUNICIPAL CORPORATION AND HARTER CITY (hereinafter "City") and Kitsigianis Properties, LLC a California limited liability company, as to an undivided 55% interest; Demetrios K. Bakolas and Konstantina D. Bakolas, Trustees of the Bakolas Family Trust, as to an undivided 30% interest; and Geliann Kitsigianis, or her successor(s), as Trustee of the Geliann Kitsigianis Revocable Trust dated December 30, 2014, as may be amended, as to an undivided 15% interest, subject to Item No. 14 (hereinafter "Seller"). RECITALS 1. Seller owns real property at; 9920 Lakewood Boulevard, Downey, California, further legally described in ATTACHMENT "A" is incorporated herein by this reference and hereafter referred to as the "Property". 2. The City desires to acquire a temporary construction easement from the Seller for the Lakewood Blvd. & Florence Ave. Intersection Improvement Project. 3. The City desires to acquire a temporary construction easement from Seller. The eighteen (18) month term of the temporary construction easement will commence when written notice is provided to Seller by the City or its contractor(s). Written notice will be provided no later than twelve (12) months from close of escrow of this Agreement. The temporary construction easement is described and shown in EXHIBITS "A" and "B" of the attached Temporary Construction Easement Deed ("Construction Easement") and incorporated herein of this Agreement as ATTACHMENT "B" NOW, THEREFORE, in view of the above -recitals and mutual promises and covenants contained herein, the parties agree as follows: AGREEMENT Section 1. Sale/Purchase of Property On the terms and conditions set forth herein, Seller agrees to grant the City a temporary construction easement and City agrees to purchase the Property from Seller and to compensate the Seller for the temporary construction easement. The total price for the purchase of a portion of the property and compensation for the temporary construction easement, payable in cash through escrow, shall be at a cost of FOUR HUNDRED DOLLARS 00/100 ($400.00). In exchange for receipt of this amount, Seller releases City of any and all claims by Seller under the United States Constitution Amendments 5 and 14, and for any and all claims under state law, including but not limited to claims for the value of the real estate and improvements thereon, severance damages, relocation benefits and loss of goodwill i Notwithstanding anything to the contrary contained in this Section 1, the City shall remain liable for any injury to persons or damage to property relating to or arising from the acts of omissions of the City or its agents, employees, contractors and representatives on the Property. Section 2. Timeframe for Completion of Obligations/Escrow This sale shall be consummated through approval by City's designee(s) and/or City Council. In the event that Escrow is deemed necessary for the purpose of title and/or easement transfer, the City agrees to open escrow with a Title Company (to be determined by the City). This Agreement, along with the Road Deed, Construction Easement and ATTACHMENT "D" attached hereto, constitutes the joint escrow instructions of City and Seller to the Escrow Holder, which may be supplemented by escrow holders form agreement. Subject to the conditions described in Section 8, City shall deposit into escrow the sum set forth in Section 1 above, payable to Seller. The closing date for the escrow shall be no later than forty-five (45) days after opening of escrow, unless such date is extended by written agreement of the parties. "Close of Escrow" shall be the date when the Road Deed to the City is recorded. City shall pay any and all escrow and closing costs. City shall also pay the costs of the ALTA title insurance referenced in Section 8.1. Section 3. Warranty Against Easements Not of Record Except as would otherwise be shown in a preliminary title report, to the current, actual knowledge of Seller, Seller warrants to City that as of the date of this Agreement and/or as of the date of close of escrow, Seller has not granted any unrecorded easements or licenses on the Property and Seller does not have actual knowledge of grants of any unrecorded easements or licenses on the Property by others. Section 4. Warranty of No Governmental Action To the current, actual knowledge of Seller, Seller warrants that there is not now, and/or as of close of escrow, there will not be, any violation of any law, ordinance, rule, or administrative or judicial order affecting the Property, nor is there any judicial order affecting the Property, nor is there any condemnation, zoning change, or other proceeding or action (including legislative action) pending, threatened, or contemplated by any governmental body, except City, authority, or agency that will in any way affect the size or use of, improvements or construction on, or access to the Property by City. This warranty does not apply to governmental action where notice has not been provided to Seller. Section 5. Warranty Against Contracts Concerning Property To the current, actual knowledge of Seller, Seller warrants that as of the date of this Agreement andlor as of close of escrow, Seller has not entered into any contracts, leases, licenses, commitments, or undertakings respecting the Property, or for the performance of services on the Property, or for the use of the Property or any part of it or any agreement or contract of any kind pertaining to the Property by which City would become obligated or liable to anyone. 7.2 Seller hereby agrees to indemnify, protect, hold harmless, and defend City, its council members, officers, employees, agents, from and against any and all doss, expense, damage and liability, including without limitation (1) all foreseeable and unforeseeable consequential damages, directly or indirectly arising from the use, generation, storage, or disposal of hazardous material on the Property by Seller and Seller does not have actual knowledge of consequential damages, directly or indirectly arising from the use, generation, storage, or disposal of hazardous material on the Property by others (2) the cost of any required or necessary repair, cleanup, or detoxification and the preparation of any closure or other required plans, regardless of whether such action is required before or after the close of escrow, but only to the extent that such liability is attributable, directly or indirectly, to the presence or use, generation, storage, release, threatened release, or disposal of hazardous materials by Seller that occurred while Seller owned the Property. Seller's indemnity shall survive close of escrow. 7.3 From and after record of Road Deed, City agrees to indemnify, protect, hold harmless and defend Seller against any and all loss, expense, damage and liability, including without limitation (1) all foreseeable and unforeseeable consequential damages, directly or indirectly arising • the use, generation, storage, or disposal of hazardous material on the Property by City; and (2) the cost of any required or necessary repair, cleanup, or that such liability is attributable to the presence or use, generation, storage, release, threatened release, or disposal of hazardous materials on the Property by City. City's !• shall survive close of escrow. City's obligation to perform this Agreement is subject to City's approval of the condition of title, described in Sections 8.1 and 8.2, City's approval of the condition of the Property described in Section 8.3, and no breach of representations, as described in Section 8.4. 8.1 Title Company shall be able to issue in favor of City an ALTA standard owners policy of title insurance dated as of close of escrow with liability not less than the purchase price, covering the Property, showing title vested in City, and showing as exceptions only current general and special real property taxes, bonds and assessments not yet delinquent, and the exceptions to title that City has approved. 8.2 Promptly, upon opening of escrow, Escrow Holder shall furnish City with a title commitment for an ALTA title policy and legible copies of all documents reported as exceptions in it ("Title Documents"). City shall notify Seller and Escrow Holder in writing within ten (10) days after receipt of the title commitment and the Title Documents of City's disapproval of any exception in those documents. If any supplemental title commitment or supplemental Title Documents are submitted, then City shall notify Seller and Escrow Holder in writing within ten (10) days after City's receipt of such items, but not later than the date mutually agreed upon by the parties in writing for the Close of Escrow, of City's disapproval of any title exception set forth therein. Failure of City to notify Seller and Escrow Holder in writing of City's disapproval of any title exceptions shall conclusively be considered as City's approval of same. If City disapproves any title matter referred to in this paragraph, then, at City's option, this Agreement and the escrow shall be canceled, and in such event all funds or other things deposited by City shall be returned to City immediately on demand, and City shall pay all title company and escrow charges. 8.3 City shall pay for a Property Condition Inspection by a competent inspector selected by the City. City's obligation to close escrow is contingent upon City's approval of the condition of the Property at its sole discretion. i 8.4 If there is a breach of any representation or warranty given by Seller pursuant to this Agreement that is discovered by City before close of escrow, then City may nevertheless elect to proceed to close the escrow, in which event City shall be deemed to have elected to waive such breach, or City may elect to terminate this Agreement and the escrow, in which event this Agreement shall be canceled. If this Agreement and the escrow are terminated by City's election under this paragraph, then all funds or other things deposited by City, if any, shall be returned to City immediately on demand, and Seller shall pay all title company and escrow charges. Section 9. Warranty Against Litigation Concerning the Property To Seller's current, actual knowledge, as of the date of this Agreement and/or as of Close of Escrow, no litigation is or will be pending against Seller regarding the use, operation, development, condition or improvement of the Property, or regarding any right, title or interest in the Property. Section 10. Threat of Condemnation Seller and City acknowledge that the purchase and sale of the Property has been negotiated under the threat of condemnation of the Property by the City. In the event of Seller default, City's ability to perform is prejudiced. Accordingly, in the event the escrow fails to close by reason of a default by Seller, Seller agrees: A. That the public interest and necessity requires the acquisition of the Property. B. That the Seller waives any right to bring an action or claim against City in inverse condemnation or to seek damages for alleged precondemnation conduct arising out of the acquisition by City contemplated under this Agreement. C. Seller acknowledges that in waiving these claims they have not relied on any representations or statements made or said by City, its agents, attorneys or other representatives. Section 11. Attorneys' Fees Except as set forth below in this Section, each party bears its own costs and fees, including any attorneys' fees, associated with the acquisition by the City contemplated under this Agreement. If any party files an action or brings any proceeding against the other arising from this Agreement, or is made a party to any action or proceeding brought by the Escrow Holder, then as between City and Seller and City, the prevailing party shall be entitled to recover as an element of its costs of suit, and not as damages, reasonable attorneys' fees to be fixed by the court. The "prevailing party" shall be the party who is entitled to recover its costs of suit, whether or not suit, proceeds to final judgment. A party not entitled to recover its costs shall not recover attorneys' fees. No sum for attorneys' fees shall be included in calculating the amount of a judgment for purposes of deciding whether a party is entitled to its costs or attorneys' fees. All warranties, covenants, and other obligations stated in this Agreement shall survive close of escrow. All warranties, covenants, and other obligations that the City discovers to be breached before tender of the deed, and that City either expressly waives or does not object to before such tender, shall not survive tender of the deed. M-M711i -MITO 1 0 0 1 - 0 Except as otherwise provided herein, this Agreement inures to the benefit of, and is binding on, the parties, their respective heirs, personal representatives, successors, and assigns. This Agreement constitutes the entire agreement among the parties and supersedes all prior discussion, negotiations, and agreements whether oral or written. Any amendment to this Agreementi including an oral modification supported by new consideration, must be reduced to writing and signed by all of the parties before it will be effective. Section 15. No Representation Regarding Lecial Effect of Document No representation, warranty, or recommendation is made by Seller or City or their respective agents, employees, or attorneys regarding the legal sufficiency, legal effect, or tax consequences of this Agreement or the transaction, and each signatory is advised to submit this Agreement to his or her respective attorney before signing it. r. M, L-1 K! 2 M M a = This Agreement may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrument. Time is of the essence of this Agreement, and failure to comply with the time provisions of this Agreement shall be a material breach of this Agreement. The City shall defend, indemnify and hold Seller and the tenant of the Property harmless from and against any and all claims, demands, causes of action, judgments, liabilities, damages, costs and expenses (including reasonable attorney's fees and consultant and expert fees) relating to or arising from the City's activities on the Property. Section 19. Limitation on Liability Except as set forth in Section 7, in its entirety, Section 8.4 and Section 11, in no event shall Seller have any liability to the City for damages. Section 20. Occupancy Time Limit of Seller's Property The City's contractor(s) shall not occupy any portion of the Seller's property, within the Construction Easement area described and shown on EXHIBITS "A" and "B" of the attached Temporary Construction Easement Deed, for a period in excess of eighteen (18) months following the date of written notice thereon to perform work. As a condition of exercising the Construction Easement, the City or its contractors shall provide at least 30 days prior written notice to Seller before performing work on or about the Property. The eighteen (18) month term of the temporary construction easement will commence when written notice is provided to Seller by the City or its contractor(s). Written notice will be provided no later than twelve (12) months from close of escrow of this Agreement. All work by the City or its contractors shall be performed in compliance with applicable laws. [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth herinabove. SELLER: Kitsigianis Properties, LLC a California limited liability company, as to an undivided 55% interest; Demetrios K. Bakolas and Konstantina D. Bakolas, Trustees of the Bakolas Family Trust, asto an undivided 30% interest; and Geliann Kitsigianis, or her successors), as Trustee of the Geliann Kitsigianis Revocable Trust dated December; 30, 2014, as may be amended, as to an undivided 15% interest, subject to Item No. 14 By: Date: (Print) Name: Title: By: t• Gate (Print) Name: Title: CITY OF DOWNEY. Date: S /q 2v2A &d9er '.braule it y Manager ATTEST: AP P . � TO FORM: .ar � ,.r Mari6, Alicia Duarte C , City Clerk Bruce Gridley, Legal Counsel ATTACHMENT "A" Property Legal Description All that certain real property sftuated in the County of Los Angeles, State of California, described as follows: PARCEL 1: PARCEL 2. IN THE CITY OF DOWNEY, COUNTY OF LOS ANGELE STATE F CALIFOR [A A H F. MABEL MAYES AND BERNICE E, LOVE, IN DEED RECORDED JUNE 30,1955, AS INSTRUMENT NO. e,,145. OFFICIAL RECORDS. PARCEL II: AN EASEMENT FOR INGRESS AND EGRESS AND DRIVEWAY PURPOSES OVER THE NORTHEASTERLY 13 FEET OF PARCEL 1, IN THE CITY OF DOWNEY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP NO. 10945 FILED IN BOOK 114, PAGE 86 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Assessor's Parcel Number: 6390-010-047 Page I of 5 When Recorded Mail to: 0-11K011 • r 14IN"TT P.O. BOX 7016 DOWNEY, CA 90241-7016 'This document is recorded for the benefit of the City of Downey and is therefore exempt from recording fees pursuant to Gov't Code Section 27383 and exempt from documentary transfer tax pursuant to Rev. & Tax Code Section 11922' APN: 6390-010-047 Space above this line is for Recorder's Agreement No.: FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Kitsigianis Properties, LLC a California limited liability company, as to an undivided 55% interest; Demetrios K. Bakolas and Konstantina D. Bakolas, Trustees of the Bakolas Family Trust, as to an undivided 30% interest; and Geliann Kitsigianis, or her successor(s), as Trustee of the Geliann Kitsigianis Revocable Trust dated December 30, 2014, as may be amended, as to an undivided 15% interest are the fee owners of the Property, subject to Item No. 14, hereinafter called Grantor, does hereby grant to the CITY OF DOWNEY, A MUNICIPAL CORPORATION AND CHARTER CITY ("Grantee"), its employees, agents, representatives, contractors, successors and assigns, a temporary easement for construction purposes in, on, over, and across all that real property in the City of Downey, County of Los Angeles, State of California, described as SEE ATTACHMENT EXHIBIT A"- LEGAL DESCRIPTION AND EXHIBIT "B"= FOR VISUAL REFERENCE ONLY It is understood and agreed that the rights granted herein shall terminate eighteen (18) months from notification to Grantor by Grantee of the start of construction. The eighteen (18) month term of the temporary construction easement will commence when written notice is provided to Seller by the City or its subcontractors. Written notice will be provided no later than twelve (12) months from close of escrow of Agreement No. 4776. Dated: GRANTOR: Kitsigianis Properties, LLC a California limited liability company, as to an undivided 55% interest; Demetrios K. Bakolas and Konstantina D. Bakolas, Trustees of the Bakolas Family Trust, as to an undivided 30% interest; and Geliann Kitsigianis, or her successor(s), as Trustee of the Geliann Kitsigianis Revocable Trust dated December 30, 2014„ as rriay be amended, as to an undivided 15% interest, subject to Item No. 14, are the fee owners of the Property By - Its: Name: /5 A/ By: Its: Name: ATTACHMENT "B" Page 2 of 5 EXHIBIT "A"- Legal Description TEMPORARY CONSTRUC-TIONEASEMENT Portion of APN 6390-010-047 Real property situate in the City of DoNvney, County of Los -Angeles, State of California, described as follaws: Being a portion of the lands of Kitsiggianis Properties, LLC described in that certain. Grant Deed filed on December 19, 2008 as Instrument No. 2008223 34 84, Geliann Kitsigianis described in that certain Grant Deed file on January 7,2015 as Instrument No..20150018024, and the Bakolas, [Family Trust described, in that certain Grant Deed filed on June 19, 1997 as Instrument No. 97-91403 1, more particularly described as fallo%vs: COINMMENCING at the centerline intersection of Lakewood Blvd- and Florence Ave -- Thence along the centerline of said Lakewood Blvd- North 23'45'07" East, 48534 feet; Thence perpendicular to the last described course South 66' 14'53" Last, 60.00 feet to a point on the southeasterly line cif Lak-ewood Blvd- being alsa the westerly comer of said lands of KjtsigjanisEBakolas (Inst. No. 97-1914031, 20082233484, & 20150018024) being also the TRUE POINT OF BEG INNING; Thence along the northwesterly line of said lands North 23'45'07" EaSL 14.533 feet; Thence leaving said line South 58'49`30" East, 4-99 feet, - Thence South 2345'07" West, 14.55 feet to the southwesterly line of said lands; Thence North 58'36'54" West, 5.00 feet to the POINT OF BEGUNNN ING. Containing an, area of 72 square feet, more or less - As shown on plat attached hereto and by this reference made part hereof as Exhibit B. For-, BKF Engineers Davis Thresh, P-L.S. No.. 6868- 41 DAVIS THRIFSH I 111 T2020 Dated ATTACHMENT "B" Page 3 of 5 EXHIBIT "B"- For Visual Reference Only. Not for Descriptive Purposes r 00 Im Tn m 3� 5�0 40-00 —L,— r'0.00 FLORENCE AVE. OC KITS IGIANISIBAKOLAS GRANT DEEDS INST, NO, 97-914031 INST, NO, 20082233484 INST. NO, 20150018024 APN 6390-010-047 TCE 72 SO, FT.+ BASIS OF BEARINGS NORTH 23*45'07' EAST, BEING THE CENTERLINE OF LAKEWOOD BOULEVARD SHOWN AS N.2343'35"E, ON THAT CERTAIN PARCEL MAP NO. 10943 AS SERIES NO. 79-823161 FILED ON JULY 26, 1979 IN BOOK 114 OF PARCEL MAPS AT PAGE 86 LEGEND POC = POINT Or COMMENCEMENT TCE = TEMPORARY CONSTRUCTION EASEMENT TPOB = TRUE POINT OF BEGINNING = CENTERLINE = DESCRIBED AREA LOT LINE — — — — — — — — RECORD LOT LINE UNE TABLE DWECTM LENGTH Ll N2.3*4!"07E 14.5S L2 S58*49'30'E 4,99' 0 S2345'07'W 14,55' L4 N58=%'54'W 540" APN 6390-010-046 40 0 20 IN F= B k F 461$ WCARTHUR QMRT . SUFTE 4w NEWPORT BEACH. CA 92660 Sublect LxmltP] U PLAT TO ACCOMPANY LEGAL DESCRIPTION JQb No, 20190191 949-526-8460 949-526-8499 (FAX) BY'M ­­' —P "-ChkdX SHEET 1 C#F 1 ATTACHMENT "B" Page 4 of 5 ACIO4ONNIXDGMENT A notary public or other officer completing this certificate verifies only the identity, of the individual who signed the document to which this certificate is attached, and not the truthfulness. accuracy°, or validity of that document. Stine of Ca ornia Counu, of r on maAbefore m� .C$ t Notary Public t tame od Yl'�� L i '. ytYi.t fifl'i'!„ o#the +d."�ki'.r) (I tinthe. n personally appeared ;,"ime of Siang t t nvao proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) isi are subscribed to the xvithin instrument and acknowledged to me that ihelshe!tl eyr executed the same in his.,lsev'their authorized capacity ` . _ and that by hisiberitheir signature(%) on the instrument the person(s), or the entity upon behalf of tEhich the person(s) acted. executed the ins _nens. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct_ u.. * VERONICA OLIYpLO Notary Public:- California Y-" = San Francisco County s ES rik band and official seal. , ° Crtmmissiiut it 2212047 0.-°y Comm, Expires .tun Q, 2023 y R gg tS—al) ATTACHMENT "B" Page 5 of 5 CERTIFICATE OF ACCEPTANCE (Government Code Section 2 728 1) This is to certify that the temporary easement more particularly described in EXHIBIT "A" and EXHIBIT "B" to the attached TEMPORARY CONSTRUCTION EASEMENT DEED to the undersigned City of Downey ("CITE'"), the provisions of which instrument are incorporated by this reference as though fully set forth in this certificate, is hereby accepted by the undersigned officer/agent on behalf of the CITY's Council Members, and the Grantee consents to recordation thereof by its duly authorized officer. APN: 63 0-010-047 By: Dated. ATTACHMENT "C" Escrow Instructions City and Seller agree to open escrow in accordance with Section 2 of this Agreement. This Agreement constitutes the joint escrow instructions of City and Seller, and Escrow Agent to whom these escrow instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to do all acts necessary to close this escrow in the shortest possible time. As soon as possible after open of escrow, Seller will execute the respective Easement Deeds attached to this Agreement as the "Road Deed" and deposit the executed deed with Escrow Agent on City's behalf. City agrees to deposit the purchase price upon demand of Escrow Agent. City agree's to deposit with Escrow Agent any additional instruments as may be necessary to complete this transaction. Insurance policies for fire or casualty are not to be transferred, and Seller will cancel Seller's own policies after close of escrow. All funds received in this escrow shall be deposited with other escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by check and/or wire transfer from such account. 2. • Agent is Authorized and is Instructed to Comply with the Following Tax Adjustment Procedure: A. Pay and charge Seller for any unpaid delinquent taxes and/or penalties and interest -• and • any delinquent • non -delinquent assessments or bonds against the Property. B. In the event this escrow closes six months subsequent to execution of this agreement, and the current tax information is not available from title insurer, Escrow Agent is instructed to withhold from Sellers proceeds an amount equal to 100% of the prorated amount due based upon the previous fiscal year's second half tax bill. At such time that the tax information is available, Escrow Agent shall make a check payable to the County Tax Collector for Seller's prorated portion of taxes and forward same to the City and shall refund any difference to the Seller. In the event the amount withheld is not sufficient to pay Seller's prorated portion of taxes due, the Seller herein agrees to immediately pay the difference. In the event said tax information is available, Seller's taxes shall be prorated in accordance with paragraph "C" below. C. From the date that tax information is available, as per paragraph "B," up to and including June 30th, Seller's current taxes, if unpaid, shall be prorated to date of close of escrow on the basis of a 365 day year in accordance with Tax Collector's proration requirements, together with penalties and interest, if said current taxes are unpaid after December 10 and/or April 10. At close of escrow, check payable to the County Tax Collector for Seller's pro-rata portion of taxes shall be forwarded to City with closing statement. D. Any taxes which have been paid by Seller, prior to opening of this escrow, shall not be prorated between City and Seller, but Seller shall have the sole right, after close of escrow, to apply to the County Tax Collector of said county for refund. This refund would apply to the period after City's acquisition, pursuant to Revenue and Taxation Code Section 5096.7. A. Pay and charge City for 100% of escrow fees and closing costs and any amount necessary to place title in the condition necessary to satisfy this Agreement. B. Pay and charge City for 100% of escrow fees and closing costs payable under this Agreement. C. Disburse funds and deliver deeds when conditions of this escrow have been fulfilled by City and Seller. The Term "close of escrow", if and where written in these instructions, shall mean the date necessary instruments of conveyance are recorded in the of of the County Recorder. Recordation of instruments delivered through this escrow is authorized if necessary or proper in the issuance of said policy of title insurance. All time limits within which any matter herein specified is to be performed may be extended by rnutual agreement of the parties hereto. Any amendment of, or supplement to, any instructions must be in writing. 4. Time is of the Essence in these Instructions and Escrow is to Close as Soon as Possible If (except for deposit of money by City, which shall be made by City upon demand of Escrow Agent before close of escrow) this escrow is not in condition to close within forty-five (45) days from date of these instructions, any party who then shall have fully complied with these • may, in writing, demand the return • their money • property', • if none have complied, no demand for return thereof shall be recognized until five (5) days after Escrow Agent shall have mailed copies of such demand to all other parties at the respectIV6 addresses shown in these escrow instructions, and if any objections are ised within sala Tive uu' of compet a cou closing of this esc 5. Permission to Enter on Premises Seller hereby grants to City, or its authorized agents, permission to enter upon the Property at all reasonable times prior to close of escrow for the purpose of making necessary or appropriate inspections. 6. Loss or Damage to Improvements Loss or damage to the real property or any improvements thereon, by fire or other casualty, occurring prior to the recordation of the Deed shall be at the risk of Seller. In the event that loss or damage to the real property or any improvements thereon, by fire or other casualty, occurs prior to the recordation of the Deed, City may elect to require that the Seller pay to City the proceeds of any policy of insurance which may become payable to Seller by reason thereof, or to permit such proceeds to be used for the restoration of the damage done, or to reduce the total price by an amount equal to the diminution in value of said Property by reason of such loss or damage or the amount of insurance payable to Seller, whichever is greater. Seller shall not be liable for any loss or damage to Property caused by City upon the effective date of the Road Deed. 7. Closing Statement Seller instructs Escrow Agent to release a copy of Sellers statement to City.