4.5 SR 09-05-2023 - Laserfiche WebLink

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ordinances, rules, regulations, or requirements of any public authority or of the Board of Fire Underwriters or any similar board. Nothing in this Lease Agreement shall imply any duty upon the part of the City to do any such work which, under any provision of this Lease Agreement, Lessee may be required to perform and the performance of any such by the City shall not constitute a waiver of Lessee’s default in failing to perform the same. The City may, during the progress of any work on the Leasehold Property and in the Improvements, keep and store on the Leasehold Property or in the Improvements all necessary materials, tools, and equipment. The City shall not in any event be liable for inconvenience, annoyance, disturbance, loss of business, or other damage to Lessee by reason of making repairs or the performance of any work on the Leasehold Property or in the Improvements, or on account of bringing materials, supplies, and equipment on the Leasehold Property or in the Improvements during the course of such work, and the obligations of Lessee under this Lease Agreement shall not be affected in any manner whatsoever by such work. The City shall, however, in connection with the doing of any such work cause as little inconvenience, annoyance, disturbance, loss of business, or other damage to Lessee as reasonably may be possible in the circumstances. ARTICLE 11 ASSIGNMENT AND SUBLETTING Section 11.1 Interests of the City. The City may convey its interest in the Leasehold Property to any person or entity at any time and by whatever means chosen by the City, including without limitation quit claim deed, contract for deed, or assignment of this Lease Agreement, without notice to or approval by Lessee, except as set forth in Section 11.2 below. Section 11.2 Right of First Refusal. For the additional consideration of the sum of One Dollar ($1.00) and other good and valuable consideration, receipt of which is acknowledged, the City hereby grants to Lessee a contingent right of first refusal to purchase the Leasehold Property. Lessee’s contingent right of first refusal shall not arise unless and until the City has entered into a binding agreement to sell all of its right, title and interest in and to the Leasehold Property to a private, for-profit entity or organization, or to an individual or individuals, which agreement provides that the sale of the Leasehold Property will be consummated during the Term or any Renewal Term (a “Sale Agreement”). The terms of Lessee’s contingent right of first refusal and the procedures that Lessee must follow to exercise such right of first refusal are as follows: A. The City shall notify Lessee in writing within ten (10) business days of the date on which the City executes a Sale Agreement, and shall notify Lessee of all of the pertinent provisions of the Sale Agreement. Lessee shall have ten (10) business days from the date of delivery of the City’s notice, which shall be in the manner provided at Section 14.11 of this Lease Agreement, in which to exercise its contingent right of first refusal (the “Refusal Period”). B. Lessee may exercise its right of first refusal only by delivering to the City a noncontingent written offer, signed by Lessee, to purchase the Leasehold Property on the same terms as provided in the Sale Agreement (“Lessee’s Offer”). If Lessee does not deliver Lessee’s Offer within the Refusal Period for any Sale Agreement, Lessee’s right of first refusal with respect to that Sale Agreement shall expire automatically at midnight of the last day of the 13 2067394.0015/184093281.2