ONE BROADWAY PLAZA 1 (Conformed Copy only)

Home Browse Search

4. GENERAL PROVISIONS. 4.1 Property Subject to the Agreement. Until released pursuant to the provisions of Section 8.3 below, no property shall be released from this Agreement until Property Owner has fully performed its obligations arising out of the Agreement. 4.2 Duration of Agreement. The term of this Agreement shall for seven years; provided, however that the Owner may request one two-year extension from the Executive Director of the Planning and Building Agency, which request shall not be umeasonably denied. Nothing herein shall be deemed to apply, however, to future discretionary acts related to the Project, as set forth in Exhibit D, which Owner has not obtained as of the effective date of this Agreement, or changes in the Project proposed by Owner during the term of this Agreement inconsistent with the Pre-Existing Approval Entitlements. 4.2.1 Tolling of Agreement During Force Majeure Event. Performance by Owner or the City shall not be deemed to be in default, and performance and the term of the Development Agreement shall be tolled, where delays or defaults are due to existence of a Force Majeure. Any such tolling shall extend only for the duration of the cause of the delay. Each party claiming a Force Majeure shall, within thirty (30) of discovery of a claimed Force Majeure, notify the other party in writing of the Force Majeure and its claimed duration. 4.3 Assignment. Owner shall have the right to transfer or assign the Property, in whole or in part, to any person, entity (public or private), partnership, joint venture, firm or corporation at any time during the term of this Agreement; provided, however, the rights of Owner under this Agreement may not be transferred or assigned unless the written consent of the Council is first obtained and any transfer or assignment of the rights under this Agreement shall include in writing the assumption of the duties, obligations, and liabilities arising from this Agreement if the City grants written consent to transfer the rights. Nor shall the rights ofthe Owner hereunder be subject to assignment by attachment, execution, or proceedings under any provision of the Bankruptcy Act, and any such assignment or transfer shall be wholly void and of no force and effect unless such written consent thereto be obtained from the Council. Such transfer or assignment shall not relieve Owner of any duty, obligation or liability to City without the consent of the City. Owner may assign it rights, duties and obligations under this Agreement to an entity controlled fifty-one percent (51 %) by Michael F. Harrah without the City's approval, but only upon written notice to the City. During the term of this Agreement, any approved assignee or transferee of the rights under this Agreement shall observe and perform all of the duties and obligations of Owner contained in this Agreement as such duties and obligations pertain to the portion of the Property transferred or assigned. Any and all approved successors and assignees of Owner shall have all ofthe same rights, benefits, duties, obligations, and liabilities of Owner under this Agreement. If the Property is subdivided, any subdivided parcel may be sold, mortgaged, hypothecated, assigned, or transferred to persons for development by them in accordance with the provisions of this Agreement. Upon assignment or transfer of the rights of Owner under this Agreement, the obligations of Owner and the transferee or assignee shall be joint and several. ~ 4