5A2 Agreement to Suspend and Release Easement (Riverwalk Partners LLC) - Signed

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2 WHEREAS, to accommodate the development of the Riverwalk Project, Riverwalk desires that the Commission: (i) suspend all use of the Easement during the development of the Riverwalk Project; and (ii) upon completion and opening of the Roadway Improvements for use by the public (the “Roadway Completion and Opening”), release and relinquish the Easement; and WHEREAS, the Commission is willing to: (i) suspend all use of the Easement during the development of the Riverwalk Project; and (ii) release and relinquish the Easement upon the Roadway Completion and Opening. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Commission promises, agrees and covenants as follows: 1. Incorporation of Recitals. The foregoing preambles, recitations and definitions are made a part hereof as though such were fully set forth herein. 2. Suspension of Easement Rights. The Commission agrees that, notwithstanding anything to the contrary in the Declaration, commencing five (5) business days after Riverwalk provides the Commission written notice of its intent to begin construction of the Riverwalk Project (the “Commencement Notice”): (i) the rights of the Commission and all employees, owners, agents, contractors, and invitees of the Commission to use the Easement in any manner shall be suspended; and (ii) Riverwalk and the Commission shall be entitled to engage in development and construction activities relating to the Riverwalk Project and the Roadway Improvements in the area of the Easement. Subject to Force Majeure, Riverwalk shall cause the Riverwalk Project to be completed and the Roadway Completion and Opening to occur no later than four (4) years from the date the Commencement Notice is provided to the Commission. In the event Riverwalk does not provide the Commission the Commencement Notice within twelve (12) months of the Effective Date, this Agreement shall automatically terminate and be of no further force or effect. 3. Release of Easement. Effective upon the Roadway Completion and Opening in compliance with this Agreement, the Commission disclaims, waives, terminates, releases and relinquishes any and all interest or retained easement rights it has or may have in and to the Easement, and any and all rights of the Commission pursuant to the Declaration shall be deemed terminated and of no further force or effect. Riverwalk shall be entitled to record a notice confirming the Roadway Completion and Opening. 4. Force Majeure. In the event that Riverwalk shall be materially delayed, hindered or prevented from performing its obligations hereunder by reason of any Unavoidable Delay, then the date for performance of such obligation shall be extended day for day during the occurrence of such Unavoidable Delay. The term “Unavoidable Delay” means the following circumstances: unusually inclement weather, strikes, lockouts, labor troubles, inability to procure materials, acts of God, fire, earthquake, flood, explosion, terrorism, action of the elements, war (declared or undeclared), police action, invasion, insurrection, riot, mob violence, sabotage, pandemics, epidemics, mandated closures or other causes beyond such Riverwalk’s reasonable control.