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Inspection Period, or such later date as the Parties may mutually agree in writing, each in its sole <br />absolute discretion. The Parties shall make the following deliveries and deposits: <br />9.1 City. By no later than five (5) business days prior to the Closing, the City shall <br />deliver to Escrow Holder (i) the Grant Deed conveying the City Property to Buyer, duly <br />executed by the City and notarized in recordable form, and (ii) any completed and executed <br />additional documents, forms, affidavits, certificates, instruments, indemnities, instructions, <br />or other documents as may reasonably be required of the City by the Escrow Holder or the <br />Title Company for the Closing. <br />92 Bum. Prior to the Closing, Buyer shall deliver to Escrow Holder the balance of <br />the Purchase Price, Buyer's share of closing costs as set forth in Section 10 below, together <br />with any completed and executed additional documents, forms, affidavits, certificates, <br />instruments, indemnities, instructions, or other documents as may reasonably be required <br />of Buyer by the Escrow Holder or the Title Company for the Closing. <br />9.3 Disbursements. At Closing, Escrow Holder shall disburse to the City the fiill <br />amount of the Purchase Price, which amount shall include the Deposit and any interest <br />accrued thereon. <br />10. Closing. Buyer shall pay all governmental transfer taxes, conveyance fees, recording <br />fees, escrow charges, title insurance charges, and any other fees incurred in connection with the <br />conveyance of the City Property to Buyer. As the City Property is publicly owned, it is currently <br />exempt from property taxes and therefore property taxes shall not be prorated. <br />11. Representations. <br />11.1 City's Representations. The City has the legal power, right and authority to enter <br />into this Agreement and the instruments referenced herein, and upon satisfaction or waiver <br />of the conditions precedent to Closing set forth in Section 5.2 above, to consummate the <br />transaction contemplated hereby in the execution, delivery and performance of this <br />Agreement. Furthermore, the execution and delivery of this Agreement has been duly <br />authorized and no other action by the City is required in order to make it a valid and binding <br />contractual obligation of the City. The individual(s) executing this Agreement on behalf <br />of the City are authorized to do so. <br />11.2 Buyer's Representations. Buyer has the legal right, power and authority to enter <br />into this Agreement and to consummate the transaction contemplated hereby in the <br />execution, delivery and performance of this Agreement and no other action by Buyer is <br />requisite to the valid and binding execution, delivery and performance of this Agreement. <br />The individual(s) executing this Agreement on behalf of Buyer are authorized to do so. <br />11.3 No Side Representations. Buyer represents, warrants and covenants to City that <br />Buyer has entered into this Agreement based upon its rights and intentions to independently <br />inspect the City Property. Buyer hereby acknowledges and agrees that the City makes no <br />representation or warranty regarding the condition of the City Property, its past use, or its <br />10 <br />ATTY/AGR.2026.203/KILROY 1900 BROADWAY CITY PARCELS PURCHASE AND SALE AGREEMENT <br />REV: 07-14-26 VR <br />