arena lease and management agreement city of glendale, arizona ...

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SUBSTANTIAL FINAL DRAFT 11/27/12 12:35 proceedings, including appellate proceedings, whether such fees or expenses arise before proceedings are commenced or after entry of a final judgment. 24.17 Force Majeure.. Failure in performance by any party hereunder shall not be deemed an Event of Default, and the non-occurrence of any condition hereunder shall not give rise to any right otherwise provided herein, when such failure or non-occurrence is due to Force Majeure. To the extent a party believes any failure or non-occurrence is due to Force Majeure, such party shall promptly notify the other parties accordingly. An extension of time for the performance by any party hereunder attributable to Force Majeure shall be limited to the period of delay due to such Force Majeure, which period shall be deemed to commence from the time of the commencement of the Force Majeure. Notwithstanding the foregoing, however, no Force Majeure shall discharge the Arena Manager’s obligation to pay the rent at the time required by this Agreement. 24.18 Agreed Extensions.. Times of performance under this Agreement may also be extended as mutually agreed upon in writing by the parties. However, any failure to agree to a proposed extension of time for performance shall not be deemed grounds for delay or failure to timely cure an Event of Default hereunder. 24.19 Survival.. All duties and obligations of each party that by their terms are to be performed after the Termination Date or which set forth rights or obligations that are effective after the Termination Date shall survive the expiration or other termination of this Agreement. 24.20 Third-Party Beneficiary.. The provisions of this Agreement are for the exclusive benefit of the parties express named in this Agreement and not for the benefit of any third person, and this Agreement shall not be deemed to have conferred any rights, express or implied, upon any third Person. 24.21 Memorandum.. No party shall record this Agreement or a copy thereof; instead, each party hereto shall, contemporaneously with its execution of this Agreement, execute the Memorandum of Agreement in the form attached hereto as Exhibit “K”, and the parties shall cause such executed Memorandum of Agreement to be recorded in the Official Records of Maricopa County, Arizona within 10 days after the Closing Date (with the legal descriptions being inserted in Schedule “1” to Exhibit “K” attached hereto). 24.22 Provisions That Are Subject to Other Agreements.. Given that various provisions in this Agreement indicate that they are subject to the provisions of any one or more of the following agreements: Licenses, Concessions Agreements, Suite License Agreements, Premium Seat Agreements, Advertising Agreements and Naming Rights Agreements, the parties agree that no such agreement shall be inconsistent with any provision of this Agreement and that no such agreement shall unreasonably interfere with the Arena Manager’s performance of its obligations under this Agreement or with the City’s rights under this Agreement. 24.23 Immigration Law Compliance.. 24.23.1 The Arena Manager and the Team Owner, on behalf of themselves and any subcontractor, warrant, to the extent applicable under A.R.S. §41-4401, compliance with all federal immigration laws and regulations that relate to their employees as well as compliance with A.R.S. §23- 214(A) which requires registration and participation with the E-Verify Program. 24.23.2 Any breach of warranty under this Section shall be considered a material breach of this Agreement and will be subject to penalties up to and including termination of this Agreement. 79
SUBSTANTIAL FINAL DRAFT 11/27/12 12:35 24.23.3 The City retains the legal right to inspect the papers of the Arena Manager and the Team Owner or subcontractor employee who performs work under this Agreement to ensure that the Arena Manager and the Team Owner or any subcontractor is compliant with the warranty under this Section. (a) The City may conduct random inspections, and upon the request of the City, the Arena Manager and the Team Owner will provide copies of papers and records of the Arena Manager and the Team Owner demonstrating continued compliance with the warranty under this Section. (b) The Arena Manager and the Team Owner agree to keep papers and records available for inspection by the City during normal business hours and will cooperate with the City in the exercise of its statutory duties and not deny access to their business premises or applicable papers or records for the purposes of enforcement of this Section. 24.23.4 The Arena Manager and the Team Owner agree to incorporate into any subcontracts under this Agreement the same obligations imposed upon the Arena Manager and the Team Owner and expressly accrue those obligations directly to the benefit of the City. The Arena Manager and the Team Owner also agree to require any subcontractor to incorporate into each of its own subcontracts under this Agreement the same obligations above and expressly accrue those obligations to the benefit of the City. (a) The Arena Manager and the Team Owner’s warranty and obligations under this Section to the City are continuing throughout the term of this Agreement or until such time as the City determines, in its sole discretion, that Arizona law has been modified in that compliance with this Section is no longer a requirement. (b) The “E-Verify Program” above means the employment verification program administered by the United States Department of Homeland Security, the Social Security Administration, or any successor program. 24.24 Iran and Sudan Prohibitions.. The Arena Manager and the Team Owner certify under A.R.S. §§ 35-391 et seq. and 35-393 et seq., (the “Act”) that neither have, and during the term of this Agreement will not have, “scrutinized” business operations, as defined By the Act, in the countries of Sudan or Iran. [Signatures appear on following pages.] 80
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arena lease and management agreement city of glendale, arizona ...

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