Common use of Offsite Infrastructure Clause in Contracts

Offsite Infrastructure. Seller shall cause Rangeview and/or the District to install and construct in a commercially reasonable manner, and diligently pursue to substantial completion the offsite infrastructure improvements that are identified and described on Exhibit D attached hereto and incorporated herein by this reference (collectively, the "Offsite Infrastructure Improvements"). The Offsite Infrastructure Improvements will be completed in a good, workmanlike and lien-free manner, in accordance with the CDs, applicable laws, codes, regulations and governmental requirements for the Development and the requirements of this Agreement. Seller shall or shall cause Rangeview and/or the District to use commercially reasonable efforts to have the Offsite Infrastructure Improvements Substantially Complete in accordance with the Schedule set forth on Exhibit D, subject to Force Majeure, which schedule will substantially conform to the timing set forth in clause (10) of Section 5(c)(ii) below. Rangeview will be constructing a new wastewater reclamation facility (“WWRF”) for the Development. As an addition to Purchaser’s Conditions Precedent, Seller shall provide evidence to Purchaser that Rangeview has received the necessary authorizations from the Water Quality Control Division of the Colorado Department of Public Health and Environment and from the County to construct the WWRF, and has awarded a contract for the construction of the WWRF (such authorizations and contract collectively, the “WWRF Authorizations”). Without limiting the generality of the foregoing, Purchaser specifically acknowledges and agrees that the wastewater treatment plant currently planned as an Offsite Infrastructure Improvement will not be Substantially Complete on or before the date that Purchaser obtains its first building permit for a Lot. Therefore, Seller shall provide as part of the Offsite Infrastructure Improvements, at Seller’s sole cost, a temporary alternative service for the processing of wastewater sufficient for the issuance of building permits and certificates of occupancy consisting of two sequential batch reactor basins with a combined volume of 500,0000 gallons, along with appurtenant facilities to mitigate the development of odors, that Rangeview’s engineer will certify as having been constructed in accordance with approved plans and specifications (the “Alternative Service”). The Alternative Service shall be Substantially Complete and operational on or before the date required for Substantial Completion of the other Offsite Infrastructure Improvements set forth on Exhibit D so that Purchaser can obtain building permits for the Lots, and shall continue in operation until such time as the wastewater treatment plant is Substantially Complete. Seller shall deposit into escrow the costs to construct and operate the Alternative Service pursuant to an Offsite Infrastructure Escrow Agreement. Seller will give Purchaser written notice (“Completion Notice”) when each Offsite Infrastructure Improvement is Substantially Complete. During the construction process, Seller shall keep Purchaser reasonably informed of the progress of the construction of the Offsite Infrastructure. The term "Substantially Complete" or "Substantial Completion" means that the improvements have been completed in accordance with the CD’s therefor and all other requirements of this Agreement, Seller has requested or applied for construction acceptance by the County or any other applicable Authority having jurisdiction, Seller shall have posted all financial assurances required by the County or any other applicable Authority having jurisdiction to commence the warranty period, the improvements may be used for their intended purpose, and Purchaser will not be precluded from obtaining building permits for homes on each of the Lots (thereafter Seller shall complete the improvements so that Purchaser will not be precluded from obtaining the issuance of certificates of occupancy following completion of homes as a result of the degree of completion of the improvements). Seller and/or Rangeview shall be responsible for obtaining final acceptance by the County and any other applicable Authority having jurisdiction in accordance with the requirements of the County or other Authority. As an addition to Purchaser’s Conditions Precedent, Seller shall on or before the First Closing (i) have obtained Final Approval of the applicable Authorities of the CDs for the Offsite Infrastructure Improvements; (ii) have obtained development permits for the Offsite Infrastructure Improvements; (iii) have executed the contracts for installation of the Offsite Infrastructure Improvements providing for a guaranteed maximum price, and (iv) have deposited funds into a controlled disbursement account pursuant to one or more agreements (each an “Offsite Infrastructure Escrow Agreement” and in the plural “Offsite Infrastructure Escrow Agreements”) equal to the contracted cost to Substantially Complete the Offsite Infrastructure Improvements, which Seller and/or Rangeview shall have the right to draw upon to pay for such Offsite Infrastructure Improvements as constructed. The form of the Offsite Infrastructure Escrow Agreement shall be subject to Purchaser’s review and approval during the Due Diligence Period and if Purchaser is not satisfied with such agreement for any reason, then Purchaser’s sole remedy shall be to terminate this Agreement under Section 10(a) and if Purchaser does not so terminate the Agreement then the Offsite Infrastructure Escrow Agreement shall be deemed approved. At Closing the Purchaser may become a party by joinder to the Offsite Infrastructure Escrow Agreement solely with respect to remedies for a Seller default in timely completing the Offsite Infrastructure Improvements, including a step right if Seller does not timely complete such improvements. Seller and Purchaser agree that the Offsite Infrastructure Escrow Agreement will provide that Richmond American Homes of Colorado (to the extent that it has joined such Offsite Infrastructure Escrow Agreement) shall have the first right to step-in and complete the Offsite Infrastructure Improvements. In the event that Seller does not complete any Offsite Infrastructure Improvements by the required date (subject to Force Majeure), the Purchaser and all other purchasers of Lots in the Development shall have the right as their remedy to withdraw the necessary funds out of such escrow to cause completion of the applicable Offsite Infrastructure Improvements. Seller shall deliver the form of the Offsite Infrastructure Escrow Agreement to Purchaser within 15 days following the Effective Date. Seller is not obligated to install any amenities related to the Community Park as part of the Offsite Infrastructure or the Finished Lot Improvements, but Seller and Purchaser agree to use good faith efforts during the Due Diligence Period to establish the timing, financing and other relevant details pertaining to the installation of amenities on the Community Park.

Offsite Infrastructure. a. Section 5(b) of the Contract (and Section 4.5.1 of the form Lot Development Agreement) are hereby revised to reflect that the definition of the terms “Substantially Complete” and “Substantial Completion” shall include the requirement that Seller has executed all utility extension contracts and paid all necessary fees so that all dry utilities serving the Property can be installed within 120 days following Substantial Completion of the Improvements; provided Seller shall cause Rangeview and/or have no liability if such utilities are not timely installed, so long as it has executed said contracts and paid such fees. b. With respect to the District to install Alternative Service and construct in a commercially reasonable mannerthe WWRF under Section 5(b) of the Contract, and diligently pursue to substantial completion the offsite infrastructure improvements that are identified Water System Improvements, Wholesale Water, Sewer and described on Irrigation Lines, and Drainage System Improvements referenced in Exhibit D attached hereto and incorporated herein by this reference A of the Construction Disbursement Agreement (collectively, the "Offsite Infrastructure Improvements"). The Offsite Infrastructure Improvements will be completed in a good, workmanlike and lien-free manner, in accordance together with the CDs, applicable laws, codes, regulations Alternative Service and governmental requirements for the Development and the requirements of this Agreement. Seller shall or shall cause Rangeview and/or the District to use commercially reasonable efforts to have the Offsite Infrastructure Improvements Substantially Complete in accordance with the Schedule set forth on Exhibit D, subject to Force Majeure, which schedule will substantially conform to the timing set forth in clause (10) of Section 5(c)(ii) below. Rangeview will be constructing a new wastewater reclamation facility (“WWRF”) for the Development. As an addition to Purchaser’s Conditions Precedent, Seller shall provide evidence to Purchaser that Rangeview has received the necessary authorizations from the Water Quality Control Division of the Colorado Department of Public Health and Environment and from the County to construct the WWRF, and has awarded a contract for the construction of the WWRF (such authorizations and contract collectively, the “WWRF Authorizations”). Without limiting the generality of the foregoing, Purchaser specifically acknowledges Water and agrees that the wastewater treatment plant currently planned as an Offsite Infrastructure Improvement Wastewater Facilities,” Seller will not be Substantially Complete on or before the date that Purchaser obtains its first building permit for a Lot. Therefore, Seller shall provide as part of the Offsite Infrastructure Improvements, at Sellermeet and confer with Purchaser’s sole cost, a temporary alternative service for the processing of wastewater sufficient for the issuance of building permits and certificates of occupancy consisting of two sequential batch reactor basins with a combined volume of 500,0000 gallons, along with appurtenant facilities to mitigate the development of odors, that Rangeview’s engineer will certify as having been constructed in accordance with approved plans and specifications third party consultants (the “Alternative ServiceWater Consultants”) as reasonably necessary regarding their review of and evaluation of such Water and Wastewater Facilities. If Purchaser determines, in its reasonable discretion, based upon the professional opinion of the Water Consultants, that the plans for the Water and Wastewater Facilities are unacceptable, Purchaser, as its sole remedy, may terminate this Contract upon written notice delivered to Seller within fourteen (14) days after the Effective Date of this Amendment, in which event the Deposit shall be returned to Purchaser and the Parties shall thereafter be relieved of all obligations under the Contract (except those that expressly survive termination). The Alternative Service shall be Substantially Complete and operational on or before the date required for Substantial Completion of the other Offsite Infrastructure Improvements set forth on Exhibit D so that Purchaser can obtain building permits for the Lots, and shall continue in operation until such time as the wastewater treatment plant is Substantially Complete. Seller shall deposit into escrow the costs to construct and operate the Alternative Service pursuant to an Offsite Infrastructure Escrow Agreement. Seller will give Purchaser written notice (“Completion Notice”) when each Offsite Infrastructure Improvement is Substantially Complete. During the construction process, Seller shall keep Purchaser reasonably informed of the progress of the construction of the Offsite Infrastructure. The term "Substantially Complete" or "Substantial Completion" means that the improvements have been completed in accordance with the CD’s therefor and all other requirements of this Agreement, Seller has requested or applied for construction acceptance by the County or any other applicable Authority having jurisdiction, Seller shall have posted all financial assurances required by the County or any other applicable Authority having jurisdiction to commence the warranty period, the improvements may be used for their intended purpose, and Purchaser will not be precluded from obtaining building permits for homes on each of the Lots (thereafter Seller shall complete the improvements so that Purchaser will not be precluded from obtaining the issuance of certificates of occupancy following completion of homes as a result of the degree of completion of the improvements). Seller and/or Rangeview shall be responsible for obtaining final acceptance by the County and any other applicable Authority having jurisdiction in accordance with the requirements of the County or other Authority. As an addition to Purchaser’s Conditions Precedent, Seller shall on or before the First Closing (i) have obtained Final Approval of the applicable Authorities of the CDs for the Offsite Infrastructure Improvements; (ii) have obtained development permits for the Offsite Infrastructure Improvements; (iii) have executed the contracts for installation of the Offsite Infrastructure Improvements providing for a guaranteed maximum price, and (iv) have deposited funds into a controlled disbursement account pursuant to one or more agreements (each an “Offsite Infrastructure Escrow Agreement” and in the plural “Offsite Infrastructure Escrow Agreements”) equal to the contracted cost to Substantially Complete the Offsite Infrastructure Improvements, which Seller and/or Rangeview shall have the right to draw upon to pay for such Offsite Infrastructure Improvements as constructed. The form of the Offsite Infrastructure Escrow Agreement shall be subject to Purchaser’s review and approval during the Due Diligence Period and if Purchaser is not satisfied with such agreement for any reason, then Purchaser’s sole remedy shall be to terminate this Agreement under Section 10(a) and if If Purchaser does not so terminate the Agreement then Contract prior to the Offsite Infrastructure Escrow Agreement deadline set forth above, Purchaser shall be deemed approved. At Closing the Purchaser may become a party by joinder to the Offsite Infrastructure Escrow Agreement solely with respect to remedies for a Seller default in timely completing the Offsite Infrastructure Improvements, including a step right if Seller does not timely complete have waived such improvements. Seller and Purchaser agree that the Offsite Infrastructure Escrow Agreement will provide that Richmond American Homes of Colorado (to the extent that it has joined such Offsite Infrastructure Escrow Agreement) shall have the first right to step-in terminate, and complete the Offsite Infrastructure Improvements. In the event that Seller does not complete any Offsite Infrastructure Improvements by the required date (Parties shall proceed to Closing subject to Force Majeure), the Purchaser and all other purchasers of Lots in the Development shall have the right as their remedy to withdraw the necessary funds out of such escrow to cause completion terms and conditions of the applicable Offsite Infrastructure Improvements. Seller shall deliver the form of the Offsite Infrastructure Escrow Agreement to Purchaser within 15 days following the Effective Date. Seller is not obligated to install any amenities related to the Community Park as part of the Offsite Infrastructure or the Finished Lot Improvements, but Seller and Purchaser agree to use good faith efforts during the Due Diligence Period to establish the timing, financing and other relevant details pertaining to the installation of amenities on the Community ParkContract.

Offsite Infrastructure. Seller shall cause Rangeview and/or SJH Partnership shall, at its sole ---------------------- expense, be responsible for (i) construction of the District Access Road into the Interchange Northwest Parcel providing vehicular ingress and egress from International Golf Parkway to install the point as shown on the Site Plan ("Road Connection Point") and construct in a commercially reasonable mannerlandscaping of the Access Road, and diligently pursue (ii) construction of Lake Numbers 315, 316, 317, 1/2 of 318, 321, 322, 326, 327, 329, 330, 331 and 332 of the master drainage system generally as depicted on Real Estate Map prepared by Xxxxxxx, Xxxxxxx & Xxxxxxx dated October 27, 1994 ("Real Estate Map") attached as an Exhibit to substantial completion this Agreement to the offsite infrastructure improvements that are identified and described on Exhibit D attached hereto and incorporated herein by this reference (collectively, extent necessary to provide adequate drainage for the "Offsite Infrastructure Improvements"). The Offsite Infrastructure Improvements will be completed in a good, workmanlike and lien-free manner, Property in accordance with the CDsSurface Water Permits (the "Drainage Improvements"), applicable laws, codes, regulations such improvements collectively the "Infrastructure Improvements." The timing of commencement of construction of the Infrastructure Improvements shall be coordinated with Buyer so that the Access Road and governmental requirements for landscaping of it shall be completed not later than fifteen (15) months from the Development Closing Date and the requirements Drainage System shall be completed not later than September 30, 1997, subject only to Force Majeure. SJH Partnership shall ensure that all work is done in a first-class manner and that all phases of this Agreement. Seller shall or shall cause Rangeview and/or the District to use commercially reasonable efforts to have the Offsite Infrastructure Improvements Substantially Complete in accordance with the Schedule set forth on Exhibit Dwork are commenced and carried out without delay, subject to Force Majeure, which schedule will substantially conform to the timing set forth in clause (10) of Section 5(c)(ii) below. Rangeview will be constructing a new wastewater reclamation facility (“WWRF”) for the Development. As an addition to Purchaser’s Conditions Precedent, Seller shall provide evidence to Purchaser that Rangeview has received the necessary authorizations from the Water Quality Control Division of the Colorado Department of Public Health and Environment and from the County to construct the WWRF, and has awarded a contract for the construction of the WWRF (such authorizations and contract collectively, the “WWRF Authorizations”). Without limiting the generality of the foregoing, Purchaser specifically acknowledges and agrees that the wastewater treatment plant currently planned as an Offsite Infrastructure Improvement will not be Substantially Complete on or before the date that Purchaser obtains its first building permit for a Lot. Therefore, Seller shall provide as part of the Offsite Infrastructure Improvements, at Seller’s sole cost, a temporary alternative service for the processing of wastewater sufficient for the issuance of building permits and certificates of occupancy consisting of two sequential batch reactor basins with a combined volume of 500,0000 gallons, along with appurtenant facilities to mitigate the development of odors, that Rangeview’s engineer will certify as having been constructed in accordance with approved plans and specifications (the “Alternative Service”). The Alternative Service shall be Substantially Complete and operational on or before the date required for Substantial Completion of the other Offsite Infrastructure Improvements set forth on Exhibit D so that Purchaser can obtain building permits for the Lots, and shall continue in operation until such time as the wastewater treatment plant is Substantially Complete. Seller shall deposit into escrow the costs to construct and operate the Alternative Service pursuant to an Offsite Infrastructure Escrow Agreement. Seller will give Purchaser written notice (“Completion Notice”) when each Offsite Infrastructure Improvement is Substantially Complete. During the construction process, Seller shall keep Purchaser reasonably informed of the progress of the construction of the Offsite Infrastructure. The term "Substantially Complete" or "Substantial Completion" means that the improvements have been completed in accordance with the CD’s therefor Infrastructure Development Criteria attached hereto as an Exhibit. Buyer acknowledges that the electric and all other requirements telephone lines and water and sewer improvements necessary to service the Villas are installed by independent utility companies. SJH Partnership will not be responsible for the installation of this Agreement, Seller has requested any utility improvements constructed by utility companies or applied for construction acceptance by the County or any other applicable Authority having jurisdictionfor the availability of service from utility companies to the Villas, Seller but shall have posted all financial assurances required by be obligated to grant such utility easements over and upon the County or any other applicable Authority having jurisdiction to commence the warranty periodInterchange Northwest Parcel, the improvements as may be used for their intended purpose, and Purchaser will not be precluded from obtaining building permits for homes on each of the Lots (thereafter Seller shall complete the improvements so that Purchaser will not be precluded from obtaining the issuance of certificates of occupancy following completion of homes as a result of the degree of completion of the improvements). Seller and/or Rangeview shall be responsible for obtaining final acceptance by the County and any other applicable Authority having jurisdiction in accordance with the requirements of the County or other Authority. As an addition to Purchaser’s Conditions Precedent, Seller shall on or before the First Closing (i) have obtained Final Approval of the applicable Authorities of the CDs for the Offsite Infrastructure Improvements; (ii) have obtained development permits for the Offsite Infrastructure Improvements; (iii) have executed the contracts for installation of the Offsite Infrastructure Improvements providing for a guaranteed maximum price, and (iv) have deposited funds into a controlled disbursement account pursuant to one or more agreements (each an “Offsite Infrastructure Escrow Agreement” and in the plural “Offsite Infrastructure Escrow Agreements”) equal to the contracted cost to Substantially Complete the Offsite Infrastructure Improvements, which Seller and/or Rangeview shall have the right to draw upon to pay reasonably necessary for such Offsite Infrastructure Improvements as constructed. The form of companies to service the Offsite Infrastructure Escrow Agreement shall be subject to Purchaser’s review and approval during the Due Diligence Period and if Purchaser is not satisfied with such agreement for any reason, then Purchaser’s sole remedy shall be to terminate this Agreement under Section 10(a) and if Purchaser does not so terminate the Agreement then the Offsite Infrastructure Escrow Agreement shall be deemed approved. At Closing the Purchaser may become a party by joinder to the Offsite Infrastructure Escrow Agreement solely with respect to remedies for a Seller default in timely completing the Offsite Infrastructure Improvements, including a step right if Seller does not timely complete such improvements. Seller and Purchaser agree that the Offsite Infrastructure Escrow Agreement will provide that Richmond American Homes of Colorado (to the extent that it has joined such Offsite Infrastructure Escrow Agreement) shall have the first right to step-in and complete the Offsite Infrastructure ImprovementsVillas. In the event that Seller does not SJH Partnership fails to commence or complete any Offsite Infrastructure Improvements by the required date (construction or grant utility easements as provided in this Section 11, subject to Force Majeure), the Purchaser and Buyer shall be entitled to exercise all other purchasers of Lots remedies available at law or in the Development shall have the right as their remedy to withdraw the necessary funds out of equity for such escrow to cause completion of the applicable Offsite Infrastructure Improvements. Seller shall deliver the form of the Offsite Infrastructure Escrow Agreement to Purchaser within 15 days following the Effective Date. Seller is not obligated to install any amenities related to the Community Park as part of the Offsite Infrastructure or the Finished Lot Improvements, but Seller and Purchaser agree to use good faith efforts during the Due Diligence Period to establish the timing, financing and other relevant details pertaining to the installation of amenities on the Community Parkdefault.

Offsite Infrastructure. Seller shall cause Rangeview and/or the District to install and construct in a commercially reasonable manner, and diligently pursue to substantial completion the offsite infrastructure improvements that are identified and described on Exhibit D attached hereto and incorporated herein by this reference (collectively, the "Offsite Infrastructure Improvements"). The Offsite Infrastructure Improvements will be completed in a good, workmanlike and lien-free manner, in accordance with the CDs, applicable laws, codes, regulations and governmental requirements for the Development and the requirements of this Agreement. Seller shall or shall cause Rangeview and/or the District to use District, using commercially reasonable efforts efforts, to have the Offsite Infrastructure Improvements Substantially Complete in accordance with the Schedule set forth on Exhibit D, subject to Force Majeure, which schedule will substantially conform to the timing set forth in clause (10) of Section 5(c)(ii) below. Rangeview will be constructing a new wastewater reclamation facility (“WWRF”) for the Development. As an addition to Purchaser’s Conditions Precedent, Seller shall provide evidence to Purchaser that Rangeview has received the necessary authorizations from the Water Quality Control Division of the Colorado Department of Public Health and Environment and from the County to construct the WWRF, and has awarded a contract for the construction of the WWRF (such authorizations and contract collectively, the “WWRF Authorizations”)WWRF. Without limiting the generality of the foregoing, Purchaser specifically acknowledges and agrees that the wastewater treatment plant WWRF currently planned as an Offsite Infrastructure Improvement will not be Substantially Complete on or before the date that Purchaser obtains its first building permit for a Lot. Therefore, Seller shall provide as part of the Offsite Infrastructure Improvementsprovide, at Seller’s sole cost, a temporary alternative service for the processing of wastewater sufficient for the issuance of building permits and certificates of occupancy consisting of two sequential batch reactor basins with a combined volume of 500,0000 gallons, along with appurtenant facilities to mitigate the development of odors, that Rangeview’s engineer will certify as having been constructed in accordance with approved plans and specifications (the “Alternative Service”). The Alternative Service shall be Substantially Complete and operational on or before the date required for Substantial Completion of the other Offsite Infrastructure Improvements set forth on Exhibit D so that Purchaser can obtain obtains its first building permits permit for the Lotsa Lot, and shall continue in operation until such time as the wastewater treatment plant WWRF is Substantially Complete. Seller shall deposit into escrow the costs to construct and operate Funding for the Alternative Service pursuant to shall be included in an Offsite Infrastructure Escrow Agreement. Seller will give Purchaser written notice (“Completion Notice”) when each Offsite Infrastructure Improvement is Substantially Complete. During the construction process, Seller shall keep Purchaser reasonably informed of the progress of the construction of the Offsite Infrastructure. The term "Substantially Complete" or "Substantial Completion" means that the improvements have been completed in accordance with the CD’s therefor subject to certain limitations and all other requirements of this Agreement, Seller has requested or applied for construction acceptance by the County or any other applicable Authority having jurisdiction, Seller shall have posted all financial assurances required by the County or any other applicable Authority having jurisdiction to commence the warranty period, the improvements may be used for their intended purpose, and Purchaser will not be precluded from obtaining building permits for homes on each provisions set forth in Section 4.5.1 of the Lots (thereafter Seller shall complete the improvements so that Purchaser will not be precluded from obtaining the issuance of certificates of occupancy following completion of homes as a result of the degree of completion of the improvements)Lot Development Agreement. Seller and/or Rangeview shall be responsible for obtaining final acceptance by the County and any other applicable Authority having jurisdiction in accordance with the requirements of the County or other Authority. As an addition to Purchaser’s Conditions Condition Precedent, Seller or Rangeview shall on or before the First Closing (i) have obtained Final Approval of the applicable Authorities of substantially completed the CDs for the Offsite Infrastructure Improvements; (ii) have obtained development permits for the Offsite Infrastructure Improvements; (iii) have executed let the contracts for installation of the Offsite Infrastructure Improvements providing for a guaranteed maximum price, and (iv) have deposited funds into a controlled disbursement account pursuant to one or more agreements (each an “Offsite Infrastructure Escrow Agreement” and in the plural “Offsite Infrastructure Escrow Agreements”) equal to the contracted cost to Substantially Complete the Offsite Infrastructure Improvements, Improvements which Seller and/or Rangeview shall have the right to draw upon to pay for such Offsite Infrastructure Improvements as constructed. The form of the Offsite Infrastructure Escrow Agreement shall be subject to Purchaser’s review and approval during the Due Diligence Period and if Purchaser is not satisfied with such agreement for any reason, then Purchaser’s sole remedy shall be to terminate this Agreement Contract under Section 10(a) and if Purchaser does not so terminate the Agreement this Contract then the Offsite Infrastructure Escrow Agreement Agreement(s) shall be deemed approved. At Closing the Purchaser may shall become a party by joinder to the Offsite Infrastructure Escrow Agreement Agreements solely with respect to remedies for a Seller default in timely completing the Offsite Infrastructure Improvements, including a step right if Seller does not timely complete such improvements. Improvements (Seller and Purchaser agree that the Offsite Infrastructure Escrow Agreement will provide that Richmond American Homes of Colorado (to the extent that it has joined such Offsite Infrastructure Escrow Agreement) shall have Purchaser the first right to step-in and complete the Offsite Off-site Infrastructure Improvements. In the event that Seller does not complete any Offsite Infrastructure Improvements by the required date (subject to Force Majeure), the Purchaser and all other purchasers of Lots in the Development shall have the right as their remedy to withdraw the necessary funds out of such escrow to cause completion of the applicable Offsite Infrastructure Improvements. Seller shall deliver the form of the such Offsite Infrastructure Escrow Agreement Agreements to Purchaser within 15 days following the Effective Date. Seller is not obligated to install any amenities related to the Community Park as part of the Offsite Infrastructure or the Finished Lot Improvements, but Seller and Purchaser agree to use good faith efforts during the Due Diligence Period to establish the timing, financing and other relevant details pertaining to the installation of amenities on the Community Park.