Agmt26 1900 Broadway Owner, LLC - Laserfiche WebLink

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reasonable times during ordinary business hours upon notice to the City of at least one (1) business day prior to entry, to perform such inspections, investigations, tests and studies. Buyer and Buyer's Representatives, in performing its inspections, investigations, tests and studies hereunder shall not unreasonably interfere with the operation of the City Property, and agrees to coordinate its activities on the City Property with the City in advance to avoid any such unreasonable interference. Following any such tests or inspections, Buyer agrees to promptly return any portions of the City Property damaged or altered by Buyer or Buyer's Representatives during such tests or inspections to substantially the same condition which existed prior to such test or inspection. (iv) Buyer shall indemnify, defend and hold the City and its officers, employees, and elected officials (collectively, "City Parties") and the City Property harmless from any and all claims, damages or liabilities arising out of or resulting from the entry onto or activities upon the City Property by Buyer or Buyer's Representatives or liens arising from Buyer's due diligence review of the City Property; provided, however, such indemnification obligation shall not be applicable to the extent of Buyer's mere discovery of any preexisting adverse physical condition at the City Property, or to the extent any claim arises from the City's sole negligence. Prior to any entry onto the City Property by any of Buyer's Representatives, Buyer shall deliver to the City an endorsement to a commercial general liability insurance policy which evidences that such Buyer's Representative is carrying a commercial general liability insurance policy with a financially responsible insurance company acceptable to the City, covering the activities of such Buyer's Representative on or upon the City Property. Such endorsement shall be evidence that such insurance policy shall have a per occurrence limit of at least One Million Dollars ($1,000,000) and an aggregate limit of at least Three Million Dollars ($3,000,000), shall name the City as an additional insured, and shall be primary and non-contributing with any other insurance, self-insurance or joint self-insurance available to the City. The terms of this Section 5.l(b)(iv) shall survive the Closing and termination of this Agreement; and (v) If, prior to the end of the Inspection Period, Buyer fails to deliver a written notice to the City approving the City Property (provided, however, the parties agree that objections to the Title Documents shall be governed by the procedures set forth above in Section 5.1(b)(i)), this Agreement shall terminate, the Deposit (including any accrued interest thereon) shall revert to Buyer, and the Parties shall have no further obligations or rights to one another under this Agreement, unless otherwise specifically stated. (c) Title Insurance. Title shall be evidenced by Escrow Holder's title insurance underwriter ("Title Company") issuing its standard American Land Title Association ("ALTA") Owner's Policy of Title Insurance (2006 form) to Buyer in 6 ATTY/AGR.2026.203/KILROY 1900 BROADWAY CITY PARCELS PURCHASE AND SALE AGREEMENT REV: 07-14-26 VR