Agenda - 08-27-2012 - C1 - Laserfiche WebLink

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resulting from any of the tests, studies, inspections and investigations performed by or on behalf of Purchaser pursuant to the Article including, without limitation, restoring the Property to reasonably the same condition as existed prior to such test,study, inspection or investigation. 2.3 Project Approvals. Purchaser shall not be obligated to close this transaction unless Purchaser shall have obtained from Orange County(the"County")approval of(i) Purchaser's requested zoning and(ii)Purchaser's site plan for the Property, and development permits for a minimum of thirty(30) single family lots with any system that can be approved the County to accommodate a four bedroom house, thereon (collectively, the "Project Approval"). Purchaser's efforts to obtain the Project Approval shall be at its sole cost and expense(including the posting of any fiscal requirements). Purchaser agrees to submit the site plan for the maximum allowed lot density for the Land and to diligently pursue the highest number of lots allowed per all applicable codes and ordinances. Purchaser will keep Seller updated on the status of the Project Approval and will inform Seller of any unavoidable lost lots and the reasons behind the lot reduction. It shall be a condition to Purchaser's obligation to close that the Project Approval must be without conditions or restrictions (including the payment of assessments or the posting of security) that are unacceptable to Purchaser, as determined by Purchaser in its sole discretion, and that all appeal periods with respect to the Project Approval shall have expired without any appeal having been filed or, if filed, such appeal shall have been resolved to the satisfaction of Purchaser. In the event that the Project Approval is obtained and results in approval of a site plan consisting of less than thirty (30) single family lots, Purchaser will have the option of either(i)terminating this Agreement and receiving an immediate refund of the Earnest Money, or (ii)proceeding to Closing without a reduction in Purchase Price. Seller agrees to cooperate fully with Purchaser, without expense to Seller,to enable Purchaser to apply for and obtain the Project Approval;the initial submissions for Project Approvals to be made within ninety(90)days of the Effective Date. Seller shall execute all documents required for the Project Approval process and make such dedications as may be required by the City. Seller shall provide easements, in form and substance reasonably satisfactory to Purchaser, for access and utilities as may be required in connection with the Project Approval and as required by utility companies or any governmental authorities with respect to the Purchaser's intended development (the"Proposed Project"). Such plats and dedications shall be made and granted by Seller at such time as is required by the applicable governmental authority. Notwithstanding contrary provisions of this Section 2.3,any plat or replat of the Property and/or dedication of easements shall not be filed of record until immediately prior to the Closing; if such are filed and Purchaser fails to acquire the Property,the same shall,at Seller's option,be removed, at Purchaser's sole cost and expense(such to survive termination of this Agreement). The Property description and Survey shall be revised to take into account de minimis changes to the Property boundaries requested by Purchaser that are necessary to permit the development of the Proposed Project. If Purchaser determines at any time that it has been or will be unable to satisfy the Project Approval contingency set forth above,then Purchaser may, by delivering written notice to Seller, (i)terminate this Agreement (such notice being herein called a"Project Approval Termination Notice");or(ii)waive such condition and proceed with the Closing on such date to which the parties may mutually agree but in any event, no later than the Closing Date set forth in Paragraph 1.1(h). If a Project Approval Termination Notice is sent to Seller,the Earnest Money on deposit with Escrow Agent shall be released to Seller,unless the reason for the Project Approval Termination Notice is that Purchaser was not able to obtain approval of a site plan consisting of a minimum of thirty(30) single family lots,and in such latter event the Earnest Money shall be released to Purchaser. 2.4 Condition to Closing. There shall be no material change in any condition of or affecting the Property not caused by Purchaser or its contractors, employees,affiliates or other related or similar parties, that has occurred after the Inspection Period including without limitation (i)any dumping or discovery of refuse or environmental contamination; (ii) access; (iii) the availability, adequacy or cost of or for all utilities (including without limitation, water,sanitary sewer,storm sewer, gas, electric,cable and any other utilities required to serve or service the Property); (iv)the imposition of any moratorium which would prohibit or delay the commencement of construction; or (v)condemnation. In the event of the occurrence of an adverse condition as described herein (i) Purchaser may terminate this Agreement and receive a refund of the Earnest Money, (ii)Purchaser may waive such condition and proceed with the Closing in accordance with the terms of this Agreement or (iii) either party may extend the Closing Date, at no cost to Purchaser, for a period of not to exceed thirty(30) days to attempt to cure or resolve such condition to Purchaser's satisfaction. -3-