Common use of Development Approvals Clause in Contracts

Development Approvals. The term "Development Approvals" as used in this Agreement, shall mean all City approvals, consents, permits, amendments, rezonings, special exceptions or variances as well as such other official actions of the Governmental Authorities which are necessary to develop each Project Phase and the Project as a whole and each Project Phase. As soon as practicable and prior to closing on each Project Phase, but no longer than what is shown on the Critical Path, as revised from time-to-time in accordance with this Agreement, the Developer shall submit to the CRA for its review and approval, all applications and other submittals required to obtain the Development Approvals for the respective Project Phase, such approval not to be unreasonably withheld, delayed or conditioned provided applications and other submittals are consistent with the approved Project Phase and comply with all Applicable Laws. Following such review and approval, the CRA hereby agrees to execute and deliver to the Developer, in the CRA's capacity as the owner of the CRA Property, all applications and other submittals required to obtain the Development Approvals. If any such documents in which the CRA's joinder is requested contain material financial obligations binding (or which may become binding) upon the CRA, such obligations must be assumed by the Developer. If this Agreement is terminated, then upon the CRA's request, Developer shall withdraw all of its pending applications and terminate all agreements which are terminable and/or withdrawable by Developer, with respect to the Development Approvals, which foregoing obligations shall survive termination of this Agreement. No later than the time of Site Plan submittal to the City, the Developer shall complete and submit to the CRA: all design requirements, including the proposed Site Plan prior to submittal; preliminary civil engineering; any other plans and specifications required for the development to proceed; design elements (excluding logos) for the various buildings within the Project, including definitions of sample architectural styles with representative illustrations; and copies of applications for any Development Approvals required for the development and construction of the Project. The CRA shall approve the foregoing if they are substantially consistent with the Pre-Development Plan attached hereto as Exhibit B. Thereafter, the Development Approvals shall proceed in accordance with the City’s ordinances and Land Development Code and the representative design elements and style portion of the documents, once approved by the CRA, will be the “Architectural Scheme” for the Project.

Development Approvals. The VTUSA‘s intended use of the Option Land is to create a XXX to be integrated into and with the railway station and parking garage to be developed by VTUSA on the adjoining parcels conveyed to VTUSA under the Conveyance Agreement ("VTUSA's Intended Use"). VTUSA confirms and acknowledges that as of the Effective Date, the City’s Zoning Code does not provide a XXX zoning category. Accordingly, without representation or warranty as to the likelihood of obtaining any required land use change, creation of a XXX (or similar) Zoning with Land Development Regulations, a rezoning of the Option Land to XXX (if a XXX zoning ordinance is adopted),a Development Agreement with the City (as applicable) and Site Plan Approval for the XXX, VTUSA shall have the right, during the term "Development Approvals" as used in of this AgreementAgreement and at VTUSA's sole cost, shall mean expense and risk, to apply for, seek and obtain all City land use and zoning approvals, consents, permits, amendmentsorders, rezoningsdevelopment orders, special exceptions site plans, and plats, and other approvals and authorizations, all as VTUSA deems necessary or variances as well as such other official actions desirable for VTUSA's Intended Use (all of the Governmental Authorities which are necessary foregoing, after issuance and expiration of all applicable appeals periods, being referred to develop each Project Phase herein individually as an "Approval" and collectively as the Project as a whole and each Project Phase"Approvals"). As soon as practicable and prior City agrees to closing on each Project Phase, but no longer than what is shown on the Critical Path, as revised from time-to-time assist VTUSA in accordance with this Agreement, the Developer shall submit to the CRA for its review and approval, all applications and other submittals required VTUSA's efforts to obtain the Development Approvals for the respective Project Phaseas specified herein. In that regard, such approval not to be unreasonably withheld, delayed or conditioned provided applications and other submittals are consistent with the approved Project Phase and comply with all Applicable Laws. Following such review and approval, the CRA hereby City agrees to execute within a reasonable period after written request from VTUSA an owner's authorization form (for application by a contract VTUSA) at the request of VTUSA in connection with all petitions, applications, consents and deliver other instruments as VTUSA may request so as to permit VTUSA to apply for the DeveloperApprovals prior to Closing. City shall have no obligation whatsoever, in the CRA's capacity as the owner beyond execution of the CRA Propertyaforesaid authorization, all applications and other submittals required to assist VTUSA's efforts to obtain the Development Approvals. If City covenants and agrees not to withdraw any such documents in which the CRA's joinder is requested contain material financial obligations binding (or which may become binding) upon the CRA, such obligations must be assumed by the Developer. If this Agreement is terminated, then upon the CRA's request, Developer shall withdraw all of its pending applications and terminate all agreements which are terminable and/or withdrawable by Developer, with respect authorization made to the Development Approvals, which applicable governmental authorities in connection with the foregoing obligations shall survive unless requested in writing by VTUSA or in the event of a default hereunder by VTUSA or a termination of this Agreement. No later than Notwithstanding City's agreement to cooperate with VTUSA's efforts to seek and obtain the time Approvals, any delay or denial in VTUSA's receipt of Site Plan submittal the Approvals will not limit, affect or delay VTUSA's obligations under this Agreement. Furthermore, and notwithstanding anything to the Citycontrary contained herein, VTUSA shall not be authorized to apply for any Approval(s), and City shall not provide authorization (or otherwise cooperate), unless and until VTUSA provides a written, legal opinion to the City sufficient to confirm that (in the event VTUSA does not proceed to purchase the Option Land for any reason whatsoever), the Developer shall complete issuance of any Approval(s) will not adversely impact or restrict the continued current use and submit to the CRA: all design requirements, including the proposed Site Plan prior to submittal; preliminary civil engineering; any other plans and specifications required for the development to proceed; design elements (excluding logos) for the various buildings within the Project, including definitions of sample architectural styles with representative illustrations; and copies of applications for any Development Approvals required for the development and construction operation of the Project. The CRA shall approve the foregoing if they are substantially consistent Option Land and such continued use and operation will remain lawful and compliant with the Pre-Development Plan attached hereto as Exhibit B. Thereafter, the Development Approvals shall proceed in accordance with the City’s ordinances all applicable zoning and Land Development Code and the representative design elements and style portion of the documents, once approved by the CRA, will be the “Architectural Scheme” for the Projectland use regulations.

Development Approvals. The term "Buyer shall have from the Effective Date until October 12, 2016 (the “Development Approvals" as used Approvals Period”) in this Agreementwhich to obtain any and all entitlements, shall mean all City tax incentives/rebates, authorizations and permits, including, without limitation curb cuts for ingress and egress, including to and from NW 35th Avenue, platting, building approvals, consents, permits, amendmentszoning, rezoningsvariances, special exceptions utility permits, authorizations and easements, and water management district permits for surface water and storm water management and storage, necessary for Buyer’s Contemplated Use (the “Development Approvals”). Seller shall, upon request by Buyer (at no expense to Seller) execute, or variances request Current Owner to execute, any and all documentation necessary for Buyer to apply for such Development Approvals. Notwithstanding the foregoing, nothing set forth herein shall constitute preapproval, or a commitment to approve, any request for Development Approvals submitted to Seller in its capacity as well as such other official actions of the Governmental Authorities which are necessary to develop each Project Phase and the Project as a whole and each Project PhaseAuthority charged with review of any applications or granting of any requested permits or other approvals. As soon as practicable and prior to closing on each Project Phase, but no longer than what If Buyer is shown on the Critical Path, as revised from time-to-time in accordance with this Agreement, the Developer shall submit to the CRA for its review and approval, all applications and other submittals required unable to obtain the Development Approvals for the respective Project Phase, such approval not to be unreasonably withheld, delayed or conditioned provided applications and other submittals are consistent with the approved Project Phase and comply with all Applicable Laws. Following such review and approval, the CRA hereby agrees to execute and deliver to the Developer, in the CRA's capacity as the owner of the CRA Property, all applications and other submittals required to obtain the Development Approvals. If any such documents in which the CRA's joinder is requested contain material financial obligations binding (or which may become binding) upon the CRA, such obligations must be assumed by the Developer. If this Agreement is terminated, then upon the CRA's request, Developer shall withdraw all of its pending applications and terminate all agreements which are terminable and/or withdrawable by Developer, with respect to the Development Approvals, which foregoing obligations shall survive termination of this Agreement. No later than the time of Site Plan submittal to the City, the Developer shall complete and submit to the CRA: all design requirements, including the proposed Site Plan prior to submittal; preliminary civil engineering; any other plans and specifications required for the development to proceed; design elements (excluding logos) for the various buildings within the Project, including definitions of sample architectural styles with representative illustrations; and copies of applications for any Development Approvals required for the development and construction of the Project. The CRA shall approve the foregoing if they are substantially consistent with the Pre-Development Plan attached hereto as Exhibit B. Thereafter, the Development Approvals Period Buyer may terminate this Agreement by providing written notice prior to the end of the Development Approvals Period to Seller, Escrow Agent, and the Current Owner, in which event this Agreement shall proceed be deemed terminated, and the Deposit shall be returned to Buyer and all obligations of Buyer to Seller, or Seller to Buyer, except those specifically surviving Closing or earlier termination hereof shall be null and void. The Parties acknowledge that, subsequent to Closing and upon development of the Property, Buyer shall be responsible for constructing a storm water detention pond in accordance with all applicable laws which storm water detention pond shall provide drainage exclusively for the City’s ordinances and Land Development Code and Property. Buyer shall have no obligation to provide drainage for any other portion for the representative design elements and style portion of real property owned by Current Owner. The foregoing shall not impose upon Current Owner the documents, once approved obligation to construct any drainage or other facilities on other real property owned by the CRA, will be the “Architectural Scheme” Current Owner unless and until necessary for the Projectconstruction of improvements upon such additional property.

Development Approvals. Buyer's obligation to purchase the Property shall be expressly conditioned upon Buyer, at its sole cost and expense, obtaining approval from Charlotte County and other governmental authorities having jurisdiction for all necessary governmental permits and approvals, except Final Detail Plan Approval to construct up to 2,400 single family and multi- family density units, up to a 150 Key Hotel and 200,000 square feet of commercial and retail space pursuant to the conceptual site plan attached as Exhibit "B" ("Site Plan") ("Intended Use"). Buyer may make modifications to the Site Plan as Buyer finalizes Buyer's development plans and pursues governmental approvals for the Property. The term governmental approvals shall include those set forth on attached Exhibit "C" with all applicable appeal periods having expired with no appeals having been filed or any appeals having been dismissed with prejudice and the terms of the governmental approvals are acceptable to Buyer in its sole discretion (hereinafter collectively referred to as the "Development Approvals" as used in this Agreement, "). Buyer shall mean all City approvals, consents, permits, amendments, rezonings, special exceptions or variances as well as such other official actions have the right to pursue and obtain the Development Approvals at any time after the Effective Date. Buyer shall commence the process of making applications for the Development Approvals within ninety (90) days after the expiration of the Governmental Authorities which are necessary Inspection Period. MVCRA and County shall cooperate reasonably with Buyer in connection with the Development Approvals at no cost to develop each Project Phase MVCRA and the Project County. MVCRA and County (as a whole and each Project Phase. As soon as practicable and prior property owner) agree to closing sign off on each Project Phase, but no longer than what is shown on the Critical Path, as revised from time-to-time in accordance with this Agreement, the Developer shall submit to the CRA for its review and approval, all applications and other submittals documents as may be required from time to time. County agrees to use best efforts to hold the Planning and Zoning Board hearing and Board of County Commissioners hearing on rezoning the Property in the same month. At such time as Buyer receives all of the Development Approvals (the "Approval Date"), Buyer shall give notice thereof to County and MVCRA. Buyer shall have eighteen (18) months from the expiration of the Inspection Period to obtain the Development Approvals for ("Approval Period"). In the respective Project Phaseevent that the Approval Date does not occur within the Approval Period, such approval not Buyer, at Buyer's option, may elect, by written notice to be unreasonably withheldCounty and MVCRA on or before the expiration of the Approval Period, delayed or conditioned provided applications and other submittals are consistent with to (A) to extend the approved Project Phase and comply with all Applicable Laws. Following such review and approvalApproval Period by an additional six (6) months, the CRA hereby agrees to execute and deliver to the Developer(B) terminate this Agreement, in which event the CRA's capacity as the owner Deposit shall be refunded to Buyer promptly upon request, all rights and obligations of the CRA Propertyparties hereunder shall expire and this Agreement shall become null and void, all applications except with respect to any provisions that expressly survive termination, or (C) waive the contingency set forth in this Section and other submittals required consummate the purchase of the Property as set forth herein. In the event Buyer extends the Approval Period by an additional six (6) months and Buyer is unable to obtain the Development Approvals. If any such documents in which the CRA's joinder is requested contain material financial obligations binding (or which may become binding) upon the CRA, such obligations must be assumed Governmental Approvals by the Developerend of the six (6) month extension, the Buyer shall elect Option (B) or (C) above. If this Agreement is terminated, then upon As soon as Buyer determines the CRA's request, Developer shall withdraw all final built-out density of its pending applications and terminate all agreements which are terminable and/or withdrawable by Developer, development of the Property with respect to the Development Approvals, which foregoing obligations shall survive termination of this Agreement. No understanding Buyer's final development plans may change over the years depending on market conditions but in no event later than ten (10) years from the time of Site Plan submittal Closing Date, Buyer shall, at no cost to the CityCounty or MVCRA, the Developer shall complete release to County and submit MVCRA its right to the CRA: all design requirementsany unused residential, including the proposed Site Plan prior to submittal; preliminary civil engineering; any other plans and specifications required for the development to proceed; design elements (excluding logos) for the various buildings within the Project, including definitions of sample architectural styles with representative illustrations; and copies of applications for any Development Approvals required for the development and construction of the Project. The CRA shall approve the foregoing if they are substantially consistent with the Pre-Development Plan attached hereto as Exhibit B. Thereafter, the Development Approvals shall proceed in accordance with the City’s ordinances and Land Development Code and the representative design elements and style portion of the documents, once approved by the CRA, will be the “Architectural Scheme” for the Projectcommercial or hotel entitlement.

Development Approvals. The term Attached hereto as Exhibit A is a time schedule for applying for and obtaining Development Approvals and Construction Permits (both as hereinafter defined), which schedule may be modified from time to time by agreement of Cheshire and CareMatrix (the "Schedule"). CareMatrix shall, as Owner's agent, and in accordance with the Schedule, apply for and diligently pursue all required federal, state and local approvals and permits needed for the Project, including, but not limited to approvals and permits required under relevant laws relating to zoning, wetlands, parking and curb cuts, highway and traffic, historic districts, sewer and water or environmental matters (the "Development Approvals" as used in this Agreement"), shall mean all City approvalsbut, consentsexcluding permits required to commence construction on the Property; e.g., building permits, amendmentsfoundation permits, rezoningsgrading permits, special exceptions clearing permits or variances as well as such other official actions of similar construction related permits (the Governmental Authorities which are necessary to develop each Project Phase "Construction Permits"). Cheshire shall cooperate with CareMatrix and the Project as a whole and each Project Phase. As soon as practicable and prior to closing on each Project Phase, but no longer than what is shown on the Critical Path, as revised from time-to-time assist CareMatrix in accordance with this Agreement, the Developer shall submit to the CRA for its review and approval, all applications and other submittals required efforts to obtain the Development Approvals for the respective Project Phase, such approval not to be unreasonably withheld, delayed or conditioned provided and shall sign all necessary applications and other submittals are consistent with the approved Project Phase and comply with all Applicable Lawsin connection therewith. Following such review and approval, the CRA hereby agrees to execute and deliver to the Developer, in the CRA's capacity as the owner of the CRA Property, all applications and other submittals required CareMatrix shall use reasonable efforts to obtain the Development ApprovalsApprovals in accordance with the Schedule. If a Development Approval is denied, CareMatrix shall not be obligated to appeal such denial; and if a Development Approval is granted, but a third party appeals such approval, CareMatrix shall not be obligated to defend such appeal. If CareMatrix elects not to appeal a denial or to defend an appeal, as the case may be, as to any Development Approval other than a necessary zone change, and Cheshire elects to take such documents action on its own behalf, the amount otherwise payable to CareMatrix pursuant to Paragraph 7 shall be reduced by an amount equal to fifty percent (50%) of the actual out-of-pocket costs incurred by Cheshire in which the CRA's joinder is requested contain material financial obligations binding (pursuing or which may become binding) upon the CRAdefending such appeal. If Cheshire elects to pursue or defend any appeal relating to a zone change, such obligations must appeal shall be assumed at Cheshire's sole expense. CareMatrix shall not be liable for delay in obtaining or denial of Development Approvals unless caused by the Developernegligence, willful act or omission of CareMatrix. If this Agreement is terminatedCheshire acknowledges that any claim of negligence, then upon the CRA's request, Developer shall withdraw all willful act or omission of its pending applications and terminate all agreements which are terminable and/or withdrawable by Developer, with respect to the Development Approvals, which foregoing obligations shall survive termination of this Agreement. No later than the time of Site Plan submittal to the City, the Developer shall complete and submit to the CRA: all design requirements, including the proposed Site Plan prior to submittal; preliminary civil engineering; any other plans and specifications required for the development to proceed; design elements (excluding logos) for the various buildings within the Project, including definitions of sample architectural styles with representative illustrations; and copies of applications for any Development Approvals required for the development and construction of the Project. The CRA shall approve the foregoing if they are substantially consistent with the Pre-Development Plan attached hereto as Exhibit B. Thereafter, CareMatrix in obtaining the Development Approvals shall proceed constitute a claim for breach of contract by CareMatrix subject to the default remedies set forth in accordance Paragraph 12 and not a claim of negligence under tort law. Subject to the limitations as to expenses of appeals in this Paragraph and subject to reimbursement as set forth in this Agreement, CareMatrix shall pay all costs, including attorneys' fees, associated with the City’s ordinances and Land Development Code and the representative design elements and style portion of the documents, once approved by the CRA, will be the “Architectural Scheme” for the ProjectApprovals.

Development Approvals. The term "In the event Buyer acquires the Property, Buyer intends to construct, or cause to be constructed, a residential development project thereon (“Proposed Development”). Following the expiration of the Due Diligence Period, provided Buyer delivers its Inspection Approval Notice on or before the expiration of the Due Diligence Period, Buyer shall have the right to pursue the following in connection with the Proposed Development (collectively, “Development Approvals" ”), the parties hereto that acknowledging that in the event Buyer does not close the purchase of the Property that Seller will be bound by the Development Approvals obtained by Buyer (or Seller as used in this Agreementprovided below): (i) approval by the City of Scotts Valley of a General Plan Amendment application prepared by Buyer which changes the general plan designation for the Property to permit residential development on the Property, shall mean all (ii) approval by the City approvalsof Scotts Valley of an environmental impact report (or issuance of a negative declaration, consentsif applicable), permitswith respect to the residential development project contemplated to be developed by Buyer on the Property, amendments(iii) approval by the City of Scotts Valley of a rezoning of the Property to allow for the development of for-sale residential units on the Property (consistent with the General Plan Amendment referred to above), rezonings(iv) site and architectural review approval by the City of Scotts Valley with respect to Buyer’s contemplated development of the Property (consistent with the General Plan Amendment), special exceptions or variances as well as (v) approval by the City of Scotts Valley of a Tentative Map for the Property which provides for the creation of multiple residential lots within the Property, and (vi) such other official actions permits and approvals as may be required to develop the Proposed Development. During the Due Diligence Period, Buyer will provide to Seller, for Seller’s approval (which shall not be unreasonably withheld or delayed) a tentative entitlement schedule for Buyer’s submittal of applications for Development Approvals and the identification of a consulting team to be hired or employed by Buyer in connection with the pursuit of the Governmental Authorities Development Approvals. Seller acknowledges that such entitlement schedule to be furnished by Buyer to Seller for Seller’s approval will set forth target dates for submittals of Development Approval applications but that due to City procedural requirements, many of which are necessary outside of Buyer’s control, Buyer may or may not be able meet such target dates for submittal of such Development Approval applications. Buyer and Seller agree to develop each Project Phase and meet bi-weekly to coordinate the Project as a whole and each Project Phaseprocessing of Development Approval applications. As soon as practicable and prior During the Due Diligence Period, Seller shall continue to closing on each Project Phase, but no longer than what is shown on process for approval by the Critical Path, as revised from time-to-time in accordance with this AgreementCity of Scotts Valley, the Developer applications for Development Approvals referred to in clauses (i) though (iii) of the immediately preceding paragraph, except that Seller shall submit not make any modifications or changes to such applications or Development Approvals without the CRA for prior written consent of Buyer (which consent shall not be unreasonably withheld). Promptly following the expiration of the Due Diligence Period, provided Buyer has delivered its review and approvalInspection Approval Notice to Seller, Seller shall assign to Buyer in writing all of Seller’s Development Approval applications and other submittals required engineering and architecture applicable thereto, if any. Neither Seller nor Buyer make any representation or warranty that Buyer or Seller will be able to obtain the Development Approvals for the respective Project Phase, such approval not to be unreasonably withheld, delayed or conditioned provided applications and other submittals are consistent with the approved Project Phase and comply with all Applicable Laws. Following such review and approval, the CRA hereby agrees to execute and deliver to the Developer, in the CRA's capacity as the owner any of the CRA Property, all applications and other submittals required to obtain the Development Approvals. If any such documents in which the CRA's joinder is requested contain material financial obligations binding (or which may become binding) upon the CRA, such obligations must be assumed by the Developer. If this Agreement is terminated, then upon the CRA's request, Developer shall withdraw all of its pending applications and terminate all agreements which are terminable and/or withdrawable by Developer, with respect to the Development Approvals, which foregoing obligations shall survive termination of this Agreement. No later than the time of Site Plan submittal to the City, the Developer shall complete and submit to the CRA: all design requirements, including the proposed Site Plan prior to submittal; preliminary civil engineering; any other plans and specifications required for the development to proceed; design elements (excluding logos) for the various buildings within the Project, including definitions of sample architectural styles with representative illustrations; and copies of applications for any Development Approvals required for the development and construction of the Project. The CRA shall approve the foregoing if they are substantially consistent with the Pre-Development Plan attached hereto as Exhibit B. Thereafter, the Development Approvals shall proceed in accordance with the City’s ordinances and Land Development Code and the representative design elements and style portion of the documents, once approved by the CRA, will be the “Architectural Scheme” for the Projectthem.