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

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17 Subdivision Plat may be delayed by a governmental agency through no fault of Buyer or Seller. Any such delay shall not be a breach or default of this Agreement, and the Closing shall be extended, if necessary, to account for delays outside the control of Buyer or Seller related to the review, execution, and recording of the Subdivision Plat by a Governmental Agency. If Seller fails to record the Subdivision Plat after all governmental agencies have reviewed and approved it,or if Seller fails to submit the Subdivision Plat for review and approval by all necessary governmental agencies on or before the Closing Date,then those failures shall constitute a material default by Seller, and Buyer may exercise Buyer's rights under Section 8.2 of this Contract. (e) Declaration and Easements Recorded. Seller shall cause the Declaration and Easements to be recorded at or prior to Closing. If Seller fails to record the Declaration,then that failure shall constitute a material default by Seller, and Buyer may exercise Buyer's rights under Section 8.2 of this Contract. (f) Board Approval. The Orange County Board of Commissioners shall have approved the purchase of the Property and otherwise allocated sufficient funds in its annual budget to complete the Closing,provided however,the Earnest Money and all Extension Deposits will be fully at risk(except in the event of a Seller default) following the expiration of the Inspection Period if Buyer does not complete the Closing pursuant to this Section 7.4(f). In the event any of the above contingencies are not satisfied prior to Closing,this Agreement, and the parties' obligations under this Agreement, at the sole option of Buyer,will be cancelled and of no force and effect. Buyer and Seller will utilize their commercially reasonable best efforts to satisfy all of the sale contingencies and close the transactions governed by this Contract as expeditiously as possible. ARTICLE VIII Default/Remedies 8.1 Buyer's Default. If, after the end of the Inspection Period, Buyer fails to perform any of its obligations under this Contract,then Seller shall notify Buyer of such default. If Buyer fails to cure that default within ten(10)days after receipt of that notice, then Seller may, as its sole and exclusive remedy, terminate this Contract by giving notice to Buyer in which event the Earnest Money shall be delivered to Seller as full liquidated damages and all rights and obligations of Seller and Buyer under this Contract shall terminate (other than those that expressly survive termination of this Contract). Buyer and Seller have agreed that the Earnest Money is a reasonable estimate of the damages that would be suffered by Seller and that any other measure of damages is speculative and uncertain. 8.2 Seller's Default. If Seller fails to perform any of its obligations under this Contract or if Seller breaches any representation or warranty under this Contract, then Buyer may notify Seller of such default. If Seller fails to cure that default within ten (10) days after receipt of that notice (except that if Seller's default is the failure to close on the sale of the Property on the Closing Date,then Seller shall have no cure period for such default),then Buyer may as its sole remedies hereunder elect one of the following: (a)terminate this Contract, receive a refund of the Earnest Money and all Extension Deposits, and receive payment from Seller for all costs and expenses incurred by Buyer in connection with the purchase of the Property, including its reasonable attorneys' fees; (b)obtain specific performance of any provision of this Contract and Seller shall indemnify Buyer for all costs and expenses, including Buyer's reasonable attorneys' fees, related to any action that is necessary to obtain specific performance; or (c)proceed to Closing without waiving that failure or breach. 12