Item 03 - Joint Public Hearing – Resolution and Purchase and Sale Agreement for Acquisition of Real Property for Park Space

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6 (d) Confirmation Regarding Buyer’s Title Policy. Seller shall have received written confirmation from Buyer that Buyer has approved a pro forma title policy. (e) Delivery of Documents. Buyer’s delivery of all documents described in Section 9, below. Should any of Buyer’s Contingencies not be met by the Outside Date and Buyer has so informed Seller, Seller may, by written notice to Buyer, terminate this Agreement. If this Agreement is so terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any title or other cancellation fees shall be paid by Buyer. 8. Seller’s Deliveries to Buyer. (a) Seller’s Delivered Documents. At least one (1) business day prior to the Closing Date, Seller shall deposit or cause to be deposited with Buyer the following items, duly executed and, where appropriate, acknowledged (“Seller’s Delivered Items”): (i) Deed. The Grant Deed in the form attached hereto as Exhibit B (the “Deed”). (ii) Possession of Real Property. Possession of the Real Property free of any tenancies or occupancy. (iii) Authority. Such proof of Seller’s authority and authorization to enter into this Agreement and to consummate this transaction as may be reaso nably requested by Buyer and the Title Company. (iv) 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. (b) Failure to Deliver. Should any of Seller’s Delivered Items not be timely delivered to Buyer, Buyer may, by written notice to Seller, terminate this Agreement; provided, however, that Buyer may (but shall not be obligated to) in such notice provide Seller with five (5) business days to deliver all of Seller’s Delivered Items. If Buyer’s notice provides Seller such five (5) business days to deliver Seller’s Delivered Items, and if Seller’s Delivered Items are not delivered within such period, then this Agreement shall automatically terminate without further action or notice. In the event of any such termination, any cash deposited by Buyer shall immediately be returned to Buyer. Under no circumstances shall Buyer have any responsibility to or duty to pay consultants or real estate brokers retained by Seller, Seller being solely responsible in connection with any such contractual arrangements of Seller. 9. Buyer’s Deliveries to Seller. At least one (1) business day prior to the Closing Date, Buyer shall deposit or cause to be deposited with Seller the following, each duly executed and acknowledged by Buyer, as appropriate (“Buyer’s Delivered Items”): (a) Purchase Price. The Purchase Price, together with additional funds necessary to pay Buyer’s closing costs set forth in Section 10(b) herein.