2008/04/30 Council Agenda Packet

r- 0 or amended in any way (or if it has, then stating the nature thereof), and (c) to its knowledge, whether any party has notified the other of any attempted termination of the Agreement. 27. Correction of Typographical Error. The parties acknowledge that the two references in Section 19.15 of the Agreement to Section 19.16 are typographical errors and were intended to reference Section 19.15 of the Agreement. 28. Deletion of OM Rescission Right. Section 16.7.2 is hereby deleted in its entirety. Accordingly, the first sentence of Section 16.7.3 is revised to read as follows: If the Key Development Permits have not been issued and all applicable appeal periods expired or waived by the third anniversary of the Effective Date then, for a period of six (6) months thereafter (the "City Option Election Period"), the City shall have the right to re -purchase the City Property from OM. Likewise the initial clause of Section 16.7.4 is revised to read as follows: If the Key Development Permits have not been issued and all applicable appeal periods expired or waived by the third anniversary of the Effective Date without OM having breached its obligations under this Agreement, and the City thereafter does not elect to exercise the City Option described in Section 16.7.3 above, ... 29. Consent to Encumbrance. Notwithstanding anything in Section 19.2 of the Agreement to the contrary, provided OM delivers to the City the form attached hereto as Exhibit K signed by each lender taking a security interest in the City Property, the City will consent to a waiver of the prohibition on encumbrances requiring more than the payment of amounts in excess of $10,000,000.00. 30. Closing. If the final Closing Date set forth in the Agreement can not occur due to administrative, ministerial or logistical reasons and OM and the City are otherwise in a position to close the purchase and sale transaction described in the Agreement, then the Parties may consent to allowing the Closing Date to occur up five (5) business days after the final Closing Date currently set forth in the Agreement. 31. Entire Agreement. Except as expressly modified in this Amendment, the Agreement shall remain in full force and effect and the parties hereto acknowledge, confirm, and ratify all of the terms and conditions of the Agreement. This Amendment, together with the Agreement (including the exhibits and schedules thereto, as amended herein), contains the entire agreement between the parties with respect to the transactions contemplated hereunder and thereunder. 32. Counterparts. This Amendment may be executed in one (1) or more counterparts, either of which may be transmitted by facsimile and each of which, when taken together, shall be deemed an original with the same effect as if the signatures thereto were upon one and the same instrument. 06107-0063/LEGAL14200426.1 a,