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ENN Land Purchase Agreement

ENN Land Purchase Agreement

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Published by hsmathers

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Published by: hsmathers on Nov 28, 2012
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”) is madeas of this ____ day of _____________, 2011, by and between ENN Mojave Energy, LLC, a Nevadalimited liability company (“
”), and the County of Clark, a political subdivision of the State of Nevada (“
”). ENN and County are sometimes hereinafter individually or collectively referred toas a “
” or the “
County owns the property near Laughlin, Nevada, described in Exhibit A attached heretoand incorporated herein by this reference together with all easements, hereditaments, and appurtenancesthereto, which property, exclusive of currently dedicated right of way, consists of approximately ninethousand (9,000) acres (the “
ENN proposes to build a (1) manufacturing facility, (2) solar generating facility, (3) afuturistic eco-park and eco-city combining advanced energy-efficient systems and renewable energyforms, and (4) related facilities on the Property in various phases as further described below (collectively,the “
”), which ENN estimates will require a capital investment of approximately Five BillionDollars ($5,000,000,000).C.
According to an economic impact analysis prepared for Lionel, Sawyer & Collins(“
”), the Project is estimated to create between 767 and 2,505 direct and indirect jobs in itsconstruction phase, of which at least five hundred twelve (512) direct jobs are anticipated to result fromconstruction of the Manufacturing Facility (as defined below). After construction is completed, theProject is estimated to provide between 1,239 and 4,118 direct and indirect jobs.D.
Based on the Report’s conclusions, the Clark County Board of Commissioners (“
”)has adopted a resolution finding the Project, as proposed: (a) establishes and supports new commercialenterprises creating opportunities for employment for the residents of Clark County, (b) satisfies thecriteria for economic development as defined in NRS 244.2815, and (c) is in the best interest of thepublic, thus allowing the County to sell the Property without first offering it for sale to the public and forless than fair market value.E.
County desires to grant to ENN an exclusive option to purchase the Property pursuant tothe terms of this Agreement.NOW, THEREFORE, in consideration of the foregoing and other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:1.
Definitions. In addition to the terms otherwise defined in this Agreement, as used in thisAgreement, the following terms shall have the meanings set forth in this Section 1.
Adjacent Land
” has the meaning set forth in Section 4.4.
Adjacent Land Notice
” has the meaning set forth in Section 4.4.
Adjacent Land Purchase Price
” has the meaning set forth in Section 4.4.
Certificate of Occupancy
” means a permanent certificate of occupancy issued by theCounty Building Department or city building official, if applicable, for use of a building or structure onthe Property.
Close of Escrow
” has the meaning set forth in Section 6.5.
Commence Construction
” or “
Commenced Construction
” means that ENN hasobtained building permits and commenced either the installation of pilings or the pouring of a foundation,except in cases where pilings or a foundation are not required (
areas on which solar panels will beplaced), in which case, ENN shall be deemed to commence construction if it has obtained approveddrainage studies and grading permits and if it has graded the applicable property. Actual constructionwork shall be diligently carried on until the completion of the building or structure involved.
Completion of the Project
” means that no more than twenty five percent (25%) of theportions of the Property acquired by ENN remain Undeveloped.
Development Agreement
” means a development agreement satisfactory to the Countyand ENN to be entered into between County and ENN governing the development of the three phases of the Project as further described below, as the same may be amended or supplemented. The DevelopmentAgreement may govern, among other things, uses of the Optioned Property (as defined below), thedevelopment standards for the Optioned Property, ENN’s installation of and contribution towardinfrastructure and other public services related to development of the Optioned Property and that Title 30of the Clark County Code as it exists on the date of the initial Development Agreement or its amendment,as applicable, shall apply during the term of such agreement.
Direct Jobs”
means positions which are directly involved in the construction andengineering generated by the Project’s development and positions which are directly involved in theproduction of goods or services at facilities constructed on the Property..
Down Payment
” means One Hundred Thousand Dollars ($100,000).
Effective Date
” means the date this Agreement is approved by the Board.
Escrow Agent
” means Nevada Title Company located at 2500 N Buffalo Drive #150Las Vegas, Nevada, 89128, Attn: Joy Hearn, or such other escrow agent as the Parties shall from time totime appoint.
“FMVD Law”
means the Fort Mohave Valley Development Law, Chapter 427, Statutesof Nevada 2007.
Hazardous Materials
” means any waste, product or other substance that is regulated ashazardous or toxic under any environmental law, including but not limited to any federal, state or locallaw, regulation or ordinance, addressing pollution prevention and/or protection of the environment,including but not limited to the Comprehensive Environmental Response, Compensation and LiabilityAct, 42 U.S.C. sec. 9601, et seq., as amended, the Resource Conservation and Recovery Act, 42 U.S.C.sec. 6901, et seq., as amended, the Toxic Substance Control Act 15 U.S.C. sec. 2601, et seq., as amended,the federal Water Pollution Control Act, 33 U.S.C. sec. 1251, et seq., as amended, and NRS sec 459.400,et seq., as amended.
” means the provider of construction or permanent financing or any refinancingto ENN in connection with construction of the Project.
Loan Documents
” means the documents evidencing any construction or permanentfinancing or any refinancing to ENN in connection with construction of the Project, including a mortgageor deed of trust encumbering a portion of the Property.
Manufacturing Facility
” means a manufacturing facility to be constructed on theManufacturing Site or such other location approved by County in its sole discretion, subject to Title 30 of the Clark County Code and applicable law, that, together with its supporting facilities, will beapproximately three hundred sixty-three thousand eight hundred (363,800) square feet or larger.
Manufacturing Site
” means a portion of the Property consisting of approximately fourhundred seven (407) acres identified in Exhibit B-1 attached hereto and incorporated herein by thisreference.
” means megawatt alternating current.
Option Consideration Fee
” means One Thousand Dollars ($1,000).
Option Exercise Notice
” has the meaning set forth in Section 6.3.
Optioned Property
” has the meaning set forth in Section 6.4.
Partially-Improved Property
” means those portions of the Property on which ENNhas Commenced Construction and not obtained a Certificate of Occupancy, provided, however, in caseswhere a Certificate of Occupancy is not required (
areas on which solar panels will be placed), suchportions of the Property shall no longer be deemed to be Partially-Improved Property and shall be deemedto be complete upon the placement of completed improvements on such property.
Phase One
” means the development of the solar generation facility and ManufacturingFacility on the Solar Generation Site and the Manufacturing Site or such other locations approved byCounty, in County’s sole discretion, subject to Title 30 of the Clark County Code and applicable law.
Phase One Property
” has the meaning set forth in Section 4.1.
Phase Three
” means the development of the Phase Three Property, which developmentshall include, without limitation, solar generation facilities of the Project in addition to those located onthe Solar Generation Site or such other location approved by County.
Phase Three Property
” means a portion of the Property consisting of approximatelythree thousand five hundred (3,500) acres identified in Exhibit B-4 attached hereto and incorporatedherein by this reference, exclusive of currently dedicated right of way.
Phase Two
” means ENN’s proposed development of a futuristic eco-park and eco-cityon the Phase Two Property that combines a multitude of advanced energy-efficient systems andrenewable energy forms to support various commercial and residential components. Highly-specialized,unique elements such as a micro-algae farm are anticipated in the programming for such eco-city.
may also include research and development facilities, corporate offices and ancillary facilities andsuch other facilities and uses as may be approved by County.
Phase Two Property
” means a portion of the Property consisting of approximatelythree thousand six hundred (3,600) acres identified in Exhibit B-3 attached hereto and incorporated hereinby this reference, exclusive of currently dedicated right of way.

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