HORTON FAMILY PROPERTIES LLC.-2012

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6. 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 4986 of the Revenue and Taxation Code of the State of California. 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. 7. Payment of Purchase Price. a. City has determined and Seller has agreed to accept Three Hundred Forty Two Thousand Eight Hundred and Ninety Dollars ($342,890.00), as compensation for the total purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, which includes the value of the land and improvements thereon, compensation for the Temporary Construction Easement described in Section 1, and compensation for the curative work described in Section 31(a). b. As part of this Agreement, City has agreed to sell to Seller, the Surplus Property, described in Section 2 of this Agreement for Sixty Five Thousand One Hundred Dollars ($65,100.00) concurrently with recordation of both the Grant Deed conveying to Buyer fee simple title to the Property and the Temporary Construction Easement described in Section 1. c. City agrees to deposit the sum of Two Hundred Seventy Seven Thousand Seven Hundred and Ninety Dollars ($277,790.00) in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (i) Conveyance of said real property by Seller to City as hereinabove provided; (ii) Acceptance by City of a Grant Deed conveying said real property to City; (iii) Delivery to City of the policy of title insurance as hereinabove provided; (iv) Recordation of the Deed conveying said real property to City. (v) Conveyance of said Surplus Property by City to Seller as hereinabove provided. (vi) Recordation of the Grant Deed conveying said Surplus Property to Seller. 8. Possession. (a) Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. (b) City agrees to deliver to Seller, quiet and peaceful possession of said Surplus Property, which shall be made free by City of all personal property. Seller agrees to indemnify, defend and hold the City harmless from and any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorney's fees), resulting from Seller occupancy as it relates to the Surplus Property. 9. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30-day month/360-day year consistent with that