Item 28 - Joint Public Hearing – Resolution and Purchase and Sale Agreement for Acquisition of Real Property for Park Space

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7 (b) Authority. Such proof of Buyer’s authority and authorization to enter into this Agreement and to consummate the transaction contemplated hereby as may be reasonably requested by Seller or the Title Company. (c) Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agreement as determined by the Title Company. 10. Costs and Expenses. (a) Seller’s Costs. If the transaction contemplated by this Agreement is consummated, then Seller shall be debited for and bear the following costs: (i) costs and charges associated with the removal of encumbrances; (ii) Seller’s share of prorations; and (iii) costs, if any, allocable to Seller under this Agreement (which foregoing items collectively constitute “Seller’s Cos ts and Debited Amounts”). (b) Buyer’s Costs. If the transaction contemplated by this Agreement is consummated, then Buyer shall bear the following costs and expenses: (i) Buyer’s share of prorations, (ii) the premium for an owner’s policy of title insurance which, at the election of Buyer, will be an ALTA owner’s extended coverage policy of title insurance and the cost for any survey required in connection with the delivery of an ALTA owner’s extended coverage policy of title insurance; (iii) documentary recording fees, if any; (iv) documentary transfer tax, if any; and (v) any costs associated with Buyer borrowing money in order to pay to Seller the Purchase Price (collectively, “Buyer’s Costs and Debited Amounts”). Since Buyer and Seller elected to close without use of escrow pursuant to Section 3(b) hereof, Buyer and Seller shall make the prorations described in this subsection (b). Generally. Each party shall bear the costs of its own attorneys, consultants, and real estate brokers in connection with the negotiation and preparation of this Agreement and the consummation of the transaction contemplated hereby. Buyer represents to Seller that Buyer has not engaged the services of any consultants, finders or real estate brokers in connection with the purchas e of the Real Property from the Seller. Seller represents to Buyer that Seller has not engaged the services of any consultants, finders or real estate brokers in connection with the sale of the Real Property to the Buyer. 11. Prorations; Withholding. (a) All revenues (if any) and expenses relating to the Real Property (including, but not limited to, property taxes, utility costs and expenses, water charges and sewer rents and refuse collection charges) shall be prorated as of the Closing Date; provided that all de linquent taxes shall be satisfied at the expense of Seller. Not less than five (5) business days prior to the Closing, Seller shall deliver to Buyer a tentative schedule of prorations for Buyer’s approval (the “Proration and Expense Schedule”). If any prorations made under this Section shall require final adjustment after the Closing, then the parties shall make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to an adjustment to co rrect the same. Any corrected or adjustment proration shall be paid promptly in cash to the party entitled thereto. (b) In the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code (the “Tax Code”) as evidenced by the delivery to Buyer at Closing of the California Exemption Certificate duly executed