Res 2006-173 - Laserfiche WebLink

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Section 6.1.3 due to the cost to construct the Hotel exceeding $46,000,000.00). In the event, (i) the City's Preliminary Cost Estimate for the Conference Center is timely received and exceeds, or is deemed to exceed, $23,000,000.00 (the "CC Cost Exceed") and/or (ii) the bid/final negotiated price for the Hotel from JQH's preferred contractor is timely received and exceeds $46,000,000.00 (the "Hotel Cost Exceed"), then JQH shall have until November 10, 2006 to deliver written notice (the "Termination Notice") to the City that it is terminating this Agreement due to the CC Cost Exceed and/or the Hotel Cost Exceed. Should the City not timely receive the Termination Notice from JQH on or before November 10, 2006, this Agreement shall continue in full force and effect and JQH's failure to timely deliver the Termination Notice to the City shall constitute a waiver by JQH of the conditions set forth in this Section 6.1.3 relating to the CC Cost Exceed and the Hotel Cost Exceed, if any. If the conditions set forth in Section 6.1.1 and 6.1.3 above are not satisfied and/or waived or deemed waived by November 10, 2006, or the condition set forth in Section 6.1.2 has not been satisfied on or before the date on which JQH is obligated to Commence Construction of the Hotel under this Agreement, this Agreement shall terminate and thereafter neither party shall have any further rights or obligations one unto the other hereunder unless, at such time, the Parties enter into a written agreement acknowledging that this Agreement shall continue notwithstanding the failure of any such condition to have been satisfied at such time." 1.5 The "Lease" attached as Exhibit "c" to the Development Agreement is hereby amended by deleting Section 1.2 thereof and adding in its place the following: "1.2 Term. The Term of this Lease shall be for a period commencing on the Operational Date and terminating on September 30, 2031 (the "Expiration Date"). Lessor shall deliver possession of the Leased Premises to Lessee on the Operational Date." 1.6 Exhibit "E" to the Development Agreement is hereby amended in its entirety and replaced with Exhibit "E" attached hereto and incorporated herein by reference for all purposes. 1.7 To the extent that approval and execution of this Amendment is given or satisfied after the date on which the Development Agreement would have terminated in accordance with its terms, City, JQH and Guarantor hereby agree that the Development Agreement, as modified by this Amendment, is hereby reinstated in its entirety. II. General Provisions 2.1 Incorporation bv Reference; Defined Terms. All exhibits and other documents which are referred to in this Amendment are hereby incorporated in this Amendment by reference for all purposes. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed to such term in the Development Agreement. 2.2 Entire Agreement. This Amendment, together with the Development Agreement, 3 965618.1