Agenda - Economic Development Authority - 10/09/2014

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m. Develonment Agreement. On or before closing date, the Seller and Buyer shall enter into a development agreement for Outlot A and Outlot B, RTC 11th Addition. Prior to closing the Seller shall provide a zoning verification letter indicating the proposed uses on said lots are allowed, specifically stating that pitched roofs and detached garages that are planned to be incorporated in the residential component are allowable, as well as, that a 3-5 story hotel/motel building would be also be deemed an acceptable use If any of the above contingencies have not been satisfied on or before the applicable dates stated in this Section 3, then this Agreement may be terminated, at Buyer's option, by written notice from Buyer to Seller. Such notice of termination shall be given within ten (10) days after a contingency has not been satisfied. Upon such termination, the Earnest Money shall be refunded to Buyer and upon such return, this Agreement shall become null and void and neither party will have any further rights or obligations regarding this Agreement or the Property. Should Buyer fail to give notice of termination on or before the applicable date stated above with respect to any of the foregoing contingencies, the contingency in question shall be conclusively deemed to have been waived by Buyer. Buyer shall have the right to unilaterally waive any contingency by written notice to Seller. Seller shall allow Buyer, and Buyer's agents, access to the Property without charge and at all reasonable times for the purpose of Buyer's investigation and testing. Buyer shall pay all costs and expenses of such investigation and testing, except as herein otherwise expressly stated, and shall hold Seller and the Property harmless from all costs and liabilities relating to Buyer's activities. Buyer shall further repair and restore any damage to the Real Property caused by or occurring during Buyer's testing and return the Real Property to substantially the same condition as existed prior to such entry. 4. Closing. Unless otherwise agreed to by the parties, the closing of the purchase and sale contemplated by this Agreement (the "Closing") shall be held on the first business day which is five days after the date on which the contingencies described above in Section 3 of this Agreement have been waived or satisfied (the "Closing Date"), but no later than May 01 September 15, 20154. The Closing shall take place at 10:00 a.m. local time at the office of the Title Company or at such other place and time as may be mutually agreed to. Seller agrees to deliver possession of the Property to Buyer on the Closing Date. a. Seller's Closing Documents. On the Closing Date, Seller shall execute and/or deliver to Buyer the following (collectively, "Seller's Closing Documents"): i) Warranty Deed. A Warranty Deed conveying the Property to Buyer, free and clear of all encumbrances, except the Permitted Encumbrances hereafter defined. ii) Seller's Affidavit. An Affidavit of Title by Seller (Uniform Conveyancing Blanks Form No. 116-M) indicating that on the Closing Date there are no outstanding, unsatisfied judgments, tax liens or 4