R2006-40 AUTHORIZING AGREEMENT WITH GMRI, INC.

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1 y r � WHEREAS, the Qeveloper Tract collecfively consisfs of Pad A, Pad B and Pad C, which are more particul rly described on the attached Exhibits A-1, A-2 and A-3; and WHEREAS, Deve oper and Olive Garden are entering into this Agreement in advance of Olive Garden dev loping Pad B and Developer developing Pad A. NOW, THEREFa',RE, in consideration of the premises, covenants and agreements set forth in thi Agreement, and in furtheranoe of the parties' understanding, it is agreed as f Ilows: 1. Definitions. I � A. Bw'Idina. " uilding" shall mean any permanently enclosed structure ' placed, constructed or located on a Tract, which for the purpose of this Agreement shall inc(ude any building appurte ances such as stairs leading to or from a door, transformers, trash containers compactors, canopies, supports, ioading docks, truck ramps, and other oufinrard exten ions of such structure. B. Constant D Ilars. "Constant Dollars" shall mean the value of the U.S. dollar to which such phras refers, as adjusted from time to time. An adjustment shall occur on the 1 st day of Ju e of the sixth (6th} fu11 calendar year following the date of the O.E.A., and thereafter t five (5) year intervals. Constant Dollars shall be determined by multiplying the d Ilar amount to be adjusted by a fraction, the numerator of which is the Current Index N mber and the denominator of which is the Base Index Number. The "Base (ndex Number" shall be the levef of the Index for the year the O.E.A. commenc�s; the "Curre Index Number" shall be the level of the Index for the year preceding the adjustment ar; the "Index" shall be the Consumer Price Index for All Urban Consumers, publish by the Bureau of Labor Statistics of the United States Department of Labor for U.S. ity Average, AII Items (1996=100j, or any successor index thereto as hereinafter pro ided. If publication of the Index is discorrtinued, or if the basis of calculating the Ind x is materially changed, then the Approving Parties under the O.E.A. shall substitute for the Index comparable statistics as computed by an agency of the United States Go emment or, if nor�, by a substantial and responsible periodical or publication of re nized authority most closely approximating the result which would have been achieved by the Index. C. Govemment 1 Authorities. "Govemmental Authorities" shall mean any federal, state, county, city o local gov�nmental or quasi-govemmerrtal authority, entity or body (or any departmental agency thereot� exercising jurisdiction over a particular subject matter. D. Govemmental Reauirements. "Govemmental Requirements" shall mean all applicable laws, statutes, ordinanoes, codes, rules, regulations, orders, and applicable judicial decisions or decrees, as presently existing and hereafter amended, of any Govemmental Authorities.