Reso 16431 - Laserfiche WebLink

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Inspection Period, or such later date as the Parties may mutually agree in writing, each in its sole absolute discretion. The Parties shall make the following deliveries and deposits: 9.1 City. By no later than five (5) business days prior to the Closing, the City shall deliver to Escrow Holder (i) the Grant Deed conveying the City Property to Buyer, duly executed by the City and notarized in recordable form, and (ii) any completed and executed additional documents, forms, affidavits, certificates, instruments, indemnities, instructions, or other documents as may reasonably be required of the City by the Escrow Holder or the Title Company for the Closing. 9.2 Buyer. Prior to the Closing, Buyer shall deliver to Escrow Holder the balance of the Purchase Price, Buyer’s share of closing costs as set forth in Section 10 below, together with any completed and executed additional documents, forms, affidavits, certificates, instruments, indemnities, instructions, or other documents as may reasonably be required of Buyer by the Escrow Holder or the Title Company for the Closing. 9.3 Disbursements. At Closing, Escrow Holder shall disburse to the City the full amount of the Purchase Price, which amount shall include the Deposit and any interest accrued thereon. 10. Closing Costs. Buyer shall pay all governmental transfer taxes, conveyance fees, recording fees, escrow charges, title insurance charges, and any other fees incurred in connection with the conveyance of the City Property to Buyer. As the City Property is publicly owned, it is currently exempt from property taxes and therefore property taxes shall not be prorated. 11. Representations. 11.1 City’s Representations. The City has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and upon satisfaction or waiver of the conditions precedent to Closing set forth in Section 5.2 above, to consummate the transaction contemplated hereby in the execution, delivery and performance of this Agreement. Furthermore, the execution and delivery of this Agreement has been duly authorized and no other action by the City is required in order to make it a valid and binding contractual obligation of the City. The individual(s) executing this Agreement on behalf of the City are authorized to do so. 11.2 Buyer’s Representations. Buyer has the legal right, power and authority to enter into this Agreement and to consummate the transaction contemplated hereby in the execution, delivery and performance of this Agreement and no other action by Buyer is requisite to the valid and binding execution, delivery and performance of this Agreement. The individual(s) executing this Agreement on behalf of Buyer are authorized to do so. 11.3 No Side Representations. Buyer represents, warrants and covenants to City that Buyer has entered into this Agreement based upon its rights and intentions to independently inspect the City Property. Buyer hereby acknowledges and agrees that the City makes no representation or warranty regarding the condition of the City Property, its past use, or its ATTY/RESO.0051/CC RESO CONDITIONALLY VACATING SPRING STREET SEGMENT (PURCHASE AND SALE AGR) - EXHIBIT 2 REV: 07-21-26 MI Page 10 of 25