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E. On August 13, 2024, pursuant to the Surplus Land Act (Government Code Sections <br />54220 et seg.), the State of California Department of Housing and Cominunity Development <br />confirmed that the City had properly found the disposition of the City Property to be exempt <br />surplus land pursuant to Government Code Section 54221(f)(1)(B) as the parcels of the City <br />Property are less than one-half acre and are not contiguous to land owned by a state or local agency <br />that is used for open space or low -and moderate -income housing purposes. <br />F. As part of the land assembly for the 1900 Broadway Development Project, the <br />Development Agreement contemplates the sale of the City Property from the City to Buyer for the <br />fair market value of Ten Million Seven Hundred and Fifty Thousand Dollars ($10,750,000) <br />(hereinafter referred to as "Sale"), and further requires that prior to the time Buyer requests a final <br />map for the 1900 Broadway Development Project, a purchase and sale agreement for such Sale <br />and purchase shall be executed, and Buyer shall submit an application to the City to vacate and <br />abandon the portion of Spring Street and any associated public easements thereon pursuant to <br />California Streets and Highway Code Section 8300 et sect. (hereinafter referred to as the <br />"Vacation"). <br />G. Subject to terms of this Agreement and approval by the City Council of the <br />Vacation by resolution as set forth in Section 5.1(a) below, the City desires to sell, and Buyer <br />desires to purchase, fee ownership of the City Property on the terns set forth herein. <br />H. With respect to the Spring/Marshall Parklet portion of the City Property, the City <br />has determined in accordance with the applicable provisions of its Charter and Municipal Code <br />that transfer of this long underutilized parcel is in the best interest of the City because it will relieve <br />the City of its maintenance obligations and potential liability associated with ownership of such <br />parcel. <br />I. The City has determined that the Vacation and Sale of the City Property to Buyer <br />for inclusion in the 1900 Broadway Development Project is exempt from environmental review <br />under the California Environment Quality Act ("CEQA") Guidelines Sections 15312 and 15183, <br />pursuant to that Notice of Exemption identified as State Clearinghouse Number 2024111044. <br />NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated <br />herein by reference, the mutual covenants contained in this Agreement and for other good and <br />valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City <br />and Buyer agree as follows: <br />AGREEMENT <br />1. Agreement to Sell and Purchase. Subject to all of the terms and conditions of this <br />Agreement, the City agrees to sell, transfer and convey to Buyer, and Buyer agrees to acquire and <br />purchase from the City, the City Property upon the terms and for the consideration set forth herein. <br />2. Purchase Price. The total purchase price for the City Property shall be Ten Million, Seven <br />Hundred and Fifty Thousand Dollars ($10,750,000) (the "Purchase Price"), payable by Buyer to <br />the City as follows: <br />2 <br />ATTY/AGR.2026.203/KILROY 1900 BROADWAY CITY PARCELS PURCHASE AND SALE AGREEMENT <br />REV: 07-14-26 VR <br />