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BUYER'S DEFAULT, IT WOULD BE EXTREMELY DIFFICULT AND
<br />IMPRACTICAL TO ASCERTAIN THE EXTENT OF THE DETRIMENT TO CITY.
<br />THE PARTIES HAVE DETERMINED AND AGREED THAT THE ACTUAL
<br />AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY CITY AS A RESULT
<br />OF ANY SUCH DEFAULT IS DIFFICULT OR IMPRACTICABLE TO DETERMINE
<br />AS OF THE EFFECTIVE DATE AND THAT THE AMOUNT OF THE DEPOSIT IS A
<br />REASONABLE ESTIMATE OF THE AMOUNT OF SUCH DAMAGES. FOR THESE
<br />REASONS, THE PARTIES AGREE THAT IF THE PURCHASE AND SALE IS NOT
<br />CONSUMMATED BECAUSE OF BUYER'S DEFAULT, THE DEPOSIT SHALL BE
<br />FORFEITED TO CITY AS LIQUIDATED DAMAGES. NOTHING CONTAINED
<br />HEREIN SHALL IN ANY MANNER LIMIT THE AMOUNT OF DAMAGES
<br />OBTAINABLE PURSUANT TO AN ACTION UNDER ANY HOLD HARMLESS,
<br />DEFENSE OR INDEMNIFICATION PROVISION SET FORTH IN THIS
<br />AGREEMENT OR REASONABLE ATTORNEYS' FEES RECOVERABLE
<br />PURSUANT TO ANY ACTION UNDER SUCH HOLD HARMLESS, DEFENSE OR
<br />INDEMNIFICA2XN PROVISION. ,.
<br />City Buyer
<br />6. Condition of City Property as "AS IS." Buyer acknowledges and agrees that prior to the
<br />Closing, Buyer will have had full opportunity to inspect and investigate every aspect of the City
<br />Property, including all matters related to legal status or requirements, physical condition, zoning,
<br />environmental condition, title and all other matters of significance to Buyer. Buyer acknowledges
<br />and agrees that the City Property is being transferred to Buyer in an "AS IS" condition and "WITH
<br />ALL FAULTS" as of the Closing. Except as expressly set forth in this Agreement, no statements,
<br />representations or warranties have been made or are made and no responsibility has been or is
<br />assumed by the City or by any officer, employee, person, firm, agent or representative acting or
<br />pluporting to act on behalf of the City, as to any matters concerning, or that might in any manner
<br />affect, the City Property, including the condition or repair thereof, its past use, or the value or
<br />income potential thereof, and Buyer is not relying upon any such statement, representation or
<br />warranty. Buyer acknowledges that the City has requested that Buyer inspect fully the City
<br />Property and investigate all matters relevant thereto. Buyer will be relying solely upon its own
<br />independent inspection, investigation, and analysis of the City Property as it deems necessary or
<br />appropriate in so acquiring the City Property from the City, including, without limitation, any and
<br />all matters concerning the condition, use, sale, development or suitability of the City Property and
<br />any recessionary rights applicable to the purchase of the City Property, rather than any information
<br />that may have been provided by the City to Buyer.
<br />7_ Indemnities by Buyer. Buyer shall indemnify, hold harmless, and defend the City Parties
<br />from and against any and all claims arising out of or related to (or alleged to arise out of or relate
<br />to): (a) the work to construct the "Project" and its "Community Benefits" (as those terms are
<br />defined in the Development Agreement), including the design, development, construction and
<br />operation thereof; (b) the process for the development of the Project, including any approval with
<br />respect thereto; (c) any other transaction contemplated by the Development Agreement; and/or (d)
<br />any acts, oinissions, negligence or willful misconduct by Buyer or its employees, agents,
<br />contractors or subcontractors in connection with development of the Project. The City shall, after
<br />receipt of notice of the existence of such a claim for which it is entitled to indemnity hereunder,
<br />ATTY/AGR.2026.203/KILROY 1900 BROADWAY CITY PARCELS PURCHASE AND SALE AGREEMENT
<br />REV: 07-14-26 VR
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