R2006-40 AUTHORIZING AGREEMENT WITH GMRI, INC.

Home Browse Search

' Decatur—06G0023 c8 -final ' 10/19/O5, 10/20/05,10/21/O5, 10/24/O5, 11/I1/O5, 12/20/O5, 1/31/06 foods intended for off-premises consumption, (ii) fast food restaurants nor (iii) any restaurant which primarily sells pizzas or calzones, such as Pizza Hut, Dominos and Papa Johns. For the purpose of this provision, a restaurant will not considered to have "ceased operations" if temporarily closed for a reasonable period of time under the circumstances due to remodeling or due to casualty, condemnation or other force majeure. This restriction will run with the land and Buyer may record this restriction against the Restricted Property. (The legal description of the Center(less the parcel owned by Target and Lot 3 of the Center)will be provided by Seller and attached to the ECR.). g. Maintenance. Until an owner or occupant opens for business on Lot 2, Buyer will maintain, repair, clean, insure, pay real property taxes and other governmental impositions and pay all electric utility service used to light the Overflow Parking Area, such maintenance performed so as to keep the same in a clean, neat and first class condition in accordance with the standards under the OEA. During that time, Buyer will indemnify defend and hold Seller harmless from and against any and all liability, costs and damages arising from the perfonnance by Buyer of the foregoing maintenance work, including, without limitation, injury and mechanics' liens. � The liability insurance that Buyer is obligated to maintain under the O.E.A. a8er Closing shall also apply to the foregoing maintenance work. h. With respect to the OEA, Seller,as"Developer"agrees as follows: (i) Main Drive. Seller will not relocate the Main Drive(as defined in the OEA) without Buyer's prior written consent. (ii) Pylon Sign. Buyer will acknowledge that Seller will retain an easement over a portion of the Property to construct, repair, maintain and replace Pylon Sign #1 (as defined in Section 2.4 of the O.E.A.). Notwithstanding the provisions of the OEA, Seller will maintain, or cause to maintained, Pylon Sign#1 in good condition and repair at all times. All maintenance,repair and other work relating to the Pylon Sign #1 (individually and collectively, "Work") will be performed in a manner that causes the least amount of interference with the business being operated on the Property as is reasonably possible, including but not limited to assuring that access and utilities serving the Property are maintained at all times. All Work will be diligently pursued to completion, and any affected area of the Property will be restored promptly after completion to as close to the condition in which it existed immediately prior to the Work as is reasonably possible. Seller will not approve a replacement sign structure for Pylon Sign #1 that materially differs in shape, size, width and/or height from that shown on Exhibit C to the OEA without the prior written approval of Buyer,not to be unreasonably withheld. Seller will indemnify defend and hold Buyer harmless from and against any and all liability, costs and damages relating to the Work, including,without limitation, injury and mechanics' liens. The liability insurance that Seller must maintain pursuant to the O.E.A. will also cover Pylon Sign#1 naming Buyer as an additional insured. Seller will deliver certificates of insurance to Buyer evidencing the foregoing coverage within 21 days of written request. Buyer agrees that any condemnation award for loss of Pylon Sign #1, and any proceeds paid from a property insurance policy insuring Pylon Sign#1, shall be belong to others and not to Buyer. (iii) OEA Amendments. Seller agrees that it will not enter into or consent to any modification or amendment of the OEA which could adversely affect the rights or obligations of Buyer or the Property without Buyer's prior written consent. (iv) Cost Allocations. Beginning on the date that Buyer initially opens for business on the Property, Buyer will pay the following costs. The ECR will include details reasonably acceptable to both 11