upr000102 138

Mr, Barry Manente 2# May 20| 1334 1 iMlH You will notice from the Escrow Instructions that there will be paid to the Sellers at the time the transfer is made an a-mount representing the Preliminary Purchase Price and that as soon as the final accounting for changes in the system has been concluded after the sale date and upon auditing by the District, a final adjustment with respect to the purchase price will be made in the escrow. Me have not yet agreed with the attorneys for the District on the Estimated Pur­chase Price or the amount which will be held in the escrow following the sale date until the final purchase price is determined and paid. The sale agreement provides that in addition to paying into the escrow the amount of the purchase price the District shall deposit in the escrow $332,000, which is designated as a "Relocation Fund" and is to be held and disbursed by the Escrow Agent subject to the. provisions of Section 3 of the sale agreement. This section provides for the relocation of certain existing pipe lines and power lines now located upon and across the property of the Railroad Companies, Af­ter the work of relocation is performed by the District in accordance with the provisions of the sale contract, the Es­crow Agent is authorised by Section 5 to'make disbursements to the District for the cost of the work done. If the Dis­trict falls to complete the work within two years after the transfer of the water system to it, the Sellers are author­ized by Section 3 to complete the work and obtain reimburse­ment from the Relocation Fund, I believe the foregoing will give you sufficient inf or- f mafclon to enable you to answer the preliminary questions which X am asking in this letter. Very truly yours, ECRsMSB E. E, Bennett Enel, cc - Mr. Franklin T. Hamilton 0*Melveny & Myers 433 South Spring Street Los Angeles 13* California Mr, Leo A, SfoNamee . El Portal' Building Las Vegas* Mevada ? WM v I ? v ‘