Agenda - 04-15-2025; 6-b - Purchase of Property for the Crisis Diversion Facility

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13 5.2.2 Buyer has the power and authority to enter into this Contract and to consummate the purchase of the Property in accordance with the terms of this Contract. 5.2.3 This Contract has been, and all of the documents to be delivered by Buyer at Closing will be, executed by an individual authorized to do so on behalf of Buyer; and this Contract constitutes,and those documents will constitute,the valid and binding obligations of Buyer,enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or reorganization laws or applicable principles of equity. 5.2.4 There is no agreement,nor any judicial or administrative order or decree,to which Buyer is a party or that is binding on Buyer which is in conflict with this Contract, or which challenges or impairs Buyer's ability to perform its obligations under this Contract. Buyer's representations and warranties set forth in this Agreement shall survive Closing for a period of three(3)years. ARTICLE VI Covenants of Buyer& Seller 6.1 Site Development. 6.1.1 As part of Buyer's development of the Property for the Intended Use it shall complete: (i)site work and road construction necessary to provide direct vehicular access from Waterstone Drive to and from the Property to include the median cut in Waterstone Drive to allow a full access intersection from the east or the west and extending the roadway to the northern border of the Roger Dale Stephens lot and making a payment in lieu, as required by the Town of Hillsborough for the approval of Buyer's site plan ("Site Plan") in the amount of one-half(1/2) the costs of the future construction of the roadway from the northern border of the Roger Dale Stephens lot to the northern edge of the right-of-way of Worth Street not to exceed Thirty-Five Thousand Dollars ($35,000.00) as generally shown on Exhibit A with the amount of the payment in lieu established and agreed upon prior to the end of the Inspection Period; (ii)the connection of water and sewer services; and(iii) all storm water control facilities required by the Town of Hillsborough for Buyer's development include the required detention/ retention facility shown on Exhibit A being sized to accommodate the impervious surface generated on the Seller's lot to the north of the Buyer's lot. Seller shall be responsible for all storm water piping to convey the stormwater from the Seller's lot to the pond shown on Exhibit A, and Buyer shall agree to provide the necessary easement to accomplish the installation of the necessary pipes. The calculated impervious surface on the Seller's lot and the location of the necessary easements will be agreed upon prior to the end of the Inspection Period as provided in Section 6.1.2 and Section 6.3. All site development work for Buyer's development will comply with the Town of Hillsborough Standards and shall be inspected, approved by the Town of Hillsborough, and accepted into the perpetual maintenance program of the Town of Hillsborough as applicable. 6.1.2 On or before 14 days prior to the end of the Inspection Period,Buyer will provide Seller a copy of its preliminary Site Plan for review and approval. Seller shall have seven (7) days to review,approve,and otherwise provide comments on the preliminary Site Plan after it is submitted to Seller for review (the "Plan Approval Period"). Seller's approval of the Site Plan shall not be unreasonably withheld,conditioned or delayed.If Seller fails to approve or provide comments on the Site Plan within the Plan Approval Period,it shall be deemed to have been approved by Seller. If Buyer revises the preliminary Site Plan based on Seller's comments, it shall resubmit the preliminary Site Plan to Seller and the Plan Approval Period shall restart. In addition, Buyer shall resubmit the Site Plan to Seller for further review if 8