Historic Preservation Commission Agenda and Packet 2013 08 19

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Page 2 of 24 1.2.2 The balance of the Purchase Price shall be paid by Purchaser at the closing of the purchase and sale provided for in Article 5 (the “Closing”) by bank cashier's check or certified check made payable to Seller or by wire transfer of federal funds to an account designated by Seller. 1.3 Deposit Generally. This Agreement shall terminate if Purchaser fails to pay the Deposit, or any portion thereof, within the time period specified therefor. The Deposit is subject to increases as noted herein. The Deposit will be held by the Title Company in an interest- bearing account as an earnest money deposit and part payment of the Purchase Price and credited to Purchaser at the Closing; reference herein to the Deposit shall mean and include all interest earned thereon. The Deposit shall be applicable to the Purchase Price and shall be fully refundable until the end of Purchaser’s Examination Period (as defined in Section 4.1) at which time the Deposit will become non-refundable except in the event of Seller’s breach or the failure of a condition precedent to Purchaser’s obligation to close (pursuant to Section 1.4). The Title Company shall hold and disburse the Deposit in accordance with the terms of this Agreement unless otherwise directed by written notice signed by Purchaser and Seller. 1.4 Approvals. Subject to Purchaser approving the Property during the Examination Period, Purchaser shall be solely responsible for submitting to the City a Planned Unit Development (“PUD”) and Subdivision Plat Application, with an accompanying Subdivision Agreement, for the Property (“Approvals”) within ninety (90) calendar days after the Effective Date. Except as provided in Section 4.1, Purchaser shall bear all cost for processing and obtaining the Approvals, including engineering, planning and governmental processing, but Seller will sign all PUD and Plat Application and otherwise cooperate with Purchaser at no cost to Seller. Unless otherwise agreed by the Seller and Purchaser: (i) the Approvals will not encumber the Property prior to Closing, but such Approvals are anticipated to be obtained in time to be executed on the date of Closing; and (ii) upon any termination of this Agreement prior to Closing, the Seller and Purchase shall have no obligation to finalize, execute or file the Approvals. The Approvals will include platting of lots and creation and dedication of easements as further described in Article 9, below. The Parties agree and acknowledge that the Approvals and other actions of the City contemplated herein are matters of legislative and/or quasi-judicial discretion and no assurances of the granting of such Approvals or taking of such other actions have been made by Seller. Furthermore, the Parties agree and acknowledge that the time schedule for processing the Approvals is beyond the control of the Purchaser and Seller, and in the event that the Approvals cannot be obtained by Purchaser to be executed within 1 day of the date of Closing, the Parties hereby agree that the date for Closing will be adjusted accordingly. Upon termination of this Agreement, Purchaser will deliver to Seller all reports, studies and similar documents (except for financial analysis prepared by Purchaser for the Property which are considered proprietary and shall not be provided to Seller by Purchaser), prepared for or by Purchaser concerning the Property and Seller may use such work product for any and all purposes. Seller shall reimburse Purchaser for the costs in accordance with section 4.1.3. .