Agmt26 1900 Broadway Owner, LLC - Laserfiche WebLink

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2.1 Deposit. No later than five (5) business days after the Effective Date, Buyer shall deposit with First American Title Insurance Company, 333 W. Santa Clara St., Suite 220, San Jose, California 95113, Attn: Joanne Bedford, email: joannebedford@firstam.com ("Escrow Bolder") the sum of One Hundred, Seven Thousand, Five Hundred Dollars ($107,500) ("Deposit"). The Deposit shall be invested by Escrow Holder with a financial institution acceptable to Buyer in a federally -insured interest-bearing demand account and the Deposit and all interest accrued thereon shall be credited to the Purchase Price upon Closing (as defined in Section 3.2 below). 2.2 Independent Consideration. Concurrently with Buyer's delivery of the Deposit, Buyer shall deliver to the City, by means of a wire transfer via Escrow (which may be part of a single wire transfer with the Deposit), an amount equal to One Hundred Dollars ($100) as independent consideration for the City's performance under this Agreement ("Independent Consideration"), which shall be delivered to the City in all instances. The Independent Consideration is independent of any other consideration provided hereunder, shall be deemed fully earned by the City upon the Effective Date hereof, shall be promptly forwarded by Escrow Holder to the City and is not refimdable under any circumstances. 2.3 Balance of Purchase Price. On or before the "Closing" (as defined in Section 3.2 below), Buyer shall deposit with Escrow Holder the balance of the Purchase Price, over and above the Deposit paid by Buyer in Section 2.1, in immediately available funds. 2.4 Time of the Essence. Time shall be of the essence with respect to Buyer's obligations to pay the Deposit, the balance of the Purchase Price, and perform all other obligations of Buyer under this Agreement. 3. Escrow. 3.1 Opening of Escrow. Within five (5) business days after the Effective Date, Buyer shall open escrow ("Escrow") with Escrow Holder. Buyer and the City agree to execute and deliver to Escrow Holder, in a timely manner, any supplemental escrow instructions necessary to consummate the transaction contemplated by this Agreement. Any such supplemental instructions shall not conflict with, amend or supersede any portion of this Agreement_ If there is any inconsistency between such supplemental instructions and this Agreement, this Agreement shall control. Escrow Holder shall, upon receipt of a fully executed copy of this Agreement, sign and date the Receipt by Escrow Holder attached hereto as Exhibit D, and distribute it to all Parties listed in Section 13 ("Notices") of this Agreement. 3.2 Closing of Escrow. For the purpose of this Agreement, the closing of escrow is the date that the Grant Deed is recorded in the Official Records ("Closing"), as described in Section 9. 4. Conditions of Title. The City Property shall be conveyed to Buyer by the City subject to all matters of (record by a grant deed, substantially in the form attached hereto as Exhibit C ("Grant 3 ATTY/AGR.2026.203/KILROY 1900 BROADWAY CITY PARCELS PURCHASE AND SALE AGREEMENT REV: 07-14-26 VR