Resolution 5871 - Laserfiche WebLink

16.7 City and Other Governmental Agency Permits/Approvals 16.7.1 Generally The Parties anticipate that in order for OM to develop the City Property as required by this Agreement it will be necessary for OM to obtain, in connection with Development Review, the approvals and permits identified in Exhibit L attached hereto (hereinafter "Development Permits"). The cost of applying for, prosecuting, obtaining, and implementing the conditions of the Development Permits shall be paid by OM. The Parties acknowledge that the Development Permits identified in this Agreement are not all of the permits and approvals that may be required for the Development in connection with Development Review. Certain Development Permits identified in Exhibit L are identified as being essential to the Development and are characterized as being "Key Development Permits." Notwithstanding anything to the contrary set forth herein, the Parties agree and acknowledge that City shall be solely responsible for any and all costs and expense of applying for, prosecuting, obtaining, and implementing the conditions of any permits required in connection with the City Work. 16.7.2 OM's Rescission Right (a) On or before the earlier of(I) the third anniversary of the Effective Date or(2) the latter of(A) the date upon which the last of the Key Development Permits is issued; (B) the date upon which all applicable appeal periods regarding such Key Development Permits have expired; or, (C) the date upon which any and all appeals of the Key Development Permits are fully and finally resolved. OM shall have the right, for a period of sixty (60) days thereafter (the "Rescission Election Period") to cause the transaction described in Section 2 above to be rescinded if a Key Development Permit is denied or the terms and conditions of a Key Development Permit is not reasonably acceptable to OM. To rescind the transaction, OM must provide the City with a written notice of rescission on or before the expiration of the Rescission Election Period (a "Rescission Notice"). If OM provides a timely Rescission Notice to the City then any and all remaining obligations of the Parties with respect to the Development Plan, Minimum Development Elements and City Work shall be terminated and, at OM's cost, title to the City Property shall be reconveyed back to the City pursuant to a special warranty claim deed, without any additional consideration or conditions, free and clear of any and all liens and encumbrances other than the Permitted Exceptions, any latecomer or other development agreements entered into with the City and any liens or encumbrances placed on the City Property by the City or as a result of the City's actions. Upon receipt of such title to the City Property (A) the City shall deliver to OM an amount equal to the net Purchase Price less any amounts required to remove any liens or financing encumbrances, and (B) OM's rights in and to any Development Permits, together with the OM Deliverables, shall be assigned to the City without any representation or warranty. Except as otherwise provided herein, a rescission of the Agreement pursuant to this Section 16.7.2 shall not release or relieve either Party of any obligations or liability arising out of any Surviving Obligations or any breach of this Agreement arising or occurring prior to the rescission. (b) If OM delivers a timely Rescission Notice as provided in Section 16.7.2(a) above then, provided the denial or objectionable condition was not the result of a failure by OM to prosecute the Permits with reasonable diligence and OM complies with the requirements of -32- 06107-0063/LEGAL 13023969