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

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14 there are material changes to the location of buildings, roadways, utilities, or required property area requested or required by the Town of Hillsborough and the Plan Approval Period shall restart.If Seller does not finally and unconditionally approve the Site Plan prior to Closing, then Buyer may, by giving written notice to Seller,terminate this Contract,receive a refund of the Earnest Money and all Extension Deposits. 6.2 Declaration. During the Inspection Period, Buyer and Seller shall negotiate and otherwise agree upon the form, substance,and other terms of a declaration(i)restricting Seller's remaining property adjacent to the Property in perpetuity for certain uses that are incompatible with Buyer's Intended Use, (ii)providing for future maintenance of landscaping on the respective properties, and (iii) allocating responsibility for future storm water facility maintenance,and(iv)including other terms for the benefit and future operation of the respective properties as Buyer and Seller may mutually agree("Declaration").Seller shall provide Buyer a draft of the Declaration no later than fourteen(14)business days prior to the expiration of the Inspection Period ("Declaration Delivery Date"). If Seller does not deliver the Declaration on or before the Declaration Delivery Date, then the Inspection Period shall be extended on a day-for-day basis until the Declaration is delivered to Buyer.The Declaration shall be recorded by Seller in the Orange County Registry on or prior to Closing. 6.3 Easements. During the Inspection Period, Buyer and Seller shall negotiate and otherwise agree upon the form, substance, and other terms of all necessary cross-access, utility, and other easements necessary for Buyer's development and Seller's development of its remaining property adjacent to the Property(collectively the"Easements"). Seller shall provide Buyer a draft of the Easements no later than fourteen (14) business days prior to the expiration of the Inspection Period ("Easement Delivery Date"). If Seller does not deliver the Easements on or before the Easement Delivery Date, then the Inspection Period shall be extended on a day-for-day basis until the Easements are delivered to Buyer. The Easements shall be recorded by Seller in the Orange County Registry on or prior to Closing. 6.4 Subdivision Plat. During the Inspection Period,Buyer and Seller shall negotiate and otherwise agree upon the form and substance of the Subdivision Plat. Seller shall deliver the Subdivision Plat of the Land to Buyer for review and comment no later than fourteen (14) business days prior to the expiration of the Inspection Period ("Subdivision Plat Delivery Date"). If Seller does not deliver the Subdivision Plat on or before the Subdivision Plat Delivery Date, then the Inspection Period shall be extended on a day-for-day basis until the Subdivision Plat is delivered to Buyer. 6.5 Property Information. No later than five (5)business days following the Effective Date, Seller shall provide to Buyer for its review,all information and documentation regarding the Property which is in the possession or control of Seller, its affiliates, and/or property manager("Property Documents"). 6.6 Seller Cooperation. Seller agrees that it shall cooperate with all of Buyer's efforts to entitle the Property for its Intended Use. Seller agrees to sign all applications, submittals, requests, legal documents, etc. in connection with Buyer's efforts to entitle the Property which may be required. Seller also agrees to support Buyer's development of the Property for the Intended Use and not to make any public comments in opposition to Buyer's efforts to entitle the Property for its Intended Use. ARTICLE VII Closing 7.1 Proceedings at Closing. On the Closing Date,the Closing shall take place as follows: 7.1.1 Seller shall deliver to Buyer the following documents and instruments,in form and content reasonably satisfactory to Buyer,duly executed by Seller: 9