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EXHIBIT 1
<br />V
<br />TERM: TERMINATION
<br />A. The term of this Agreement will commence on February 1, 2022, and continue for a term of five (5)
<br />years through January 31, 2027 (the "Base Period"), with five options to extend the term for one (1)
<br />additional year (each an "Option Period"), at the election of Owner (the Base Period and any Option
<br />Period(s) will constitute the "Term" hereof).
<br />B. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any
<br />time, without cause or penalty, by either party upon at least sixty (60) days' prior written notice to the
<br />other party; provided, however, if the Parking Facilities are sold, damaged, or destroyed, either partially
<br />or totally, and Owner decides not to repair or rebuild, then either party may terminate this Agreement
<br />upon thirty (30) days' prior written notice to the other party.
<br />C. Owner shall have the right to immediately terminate this Agreement upon 24 hours written notice to
<br />Operator in the event of any of the following:
<br />1. Assignment of this Agreement by Operator without Owner's consent, provided, however, that transfer
<br />or assignment by Operator to a direct or indirect subsidiary of ABM Industries Incorporated shall be
<br />permitted.
<br />2. The dissolution or termination of Operator's corporate existence (or one or more of the entities
<br />constituting Operator, if applicable), including, without limitation, by way of merger.
<br />3. The filing of a petition for relief in bankruptcy or for reorganization pursuant to any federal or state
<br />law against Operator (or one or more of the entities constituting Operator, if applicable) (or an entity
<br />which directly or indirectly controls Operator, if applicable) or Operator (or one or more of the entities
<br />comprising Operator, if applicable) makes an assignment for the benefit of creditors or takes
<br />advantage of any federal or state insolvency act, rule or law.
<br />4. The dissolution of Owner or the sale of Owner's interest in the Project and conveyance of legal title
<br />thereto, provided Owner has provided Operator with thirty (30) days' prior written notice of such sale
<br />or conveyance.
<br />5. Any failure by Operator to observe or perform any provision, covenant or condition set forth in Section
<br />VIII hereof.
<br />6. Any failure by Operator to observe or perform any other provision, covenant or condition of this
<br />Agreement to be observed or performed by Operator where such failure continues for five (5) days
<br />after written notice of such failure from Ownerto Operator, provided that ifthe nature of such default
<br />is such that the same cannot be reasonably cured within a fifteen (15) day period, Operator shall not
<br />be deemed to be in default if it diligently commences such cure within such period and thereafter
<br />diligently proceeds to rectify and cure said default as soon as possible. Owner may also terminate this
<br />Agreement upon written notice to Operator for cause, including, but not limited to, any criminal acts,
<br />acts of defalcation, fraud, gross negligence, willful misconduct, or other material breach of fiduciary
<br />duty to Owner by Operator in connection with the performance of Operator's obligations hereunder.
<br />In the event of any such termination under this Section V.C, Owner shall retain all rights and remedies
<br />it may have hereunder and at law or in equity.
<br />Notwithstanding the provisions of this Section, Owner's termination pursuant to the terms of this
<br />shall not be effective so long as Operator diligently commences to cure the applicable failure,
<br />violation, and/or breach within five (5) business days following its receipt of notice therefor; provided
<br />that if the nature of such failure, violation and/or breach is such that the same cannot reasonably be
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