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<br />Should Owner fail to satisfy the subsequent sales tax benchmarks within <br />the time specified in this paragraph then this Agreement shall <br />automatically terminate and all obligations and/or liabilities of City under <br />the Agreement shall become void and of no effect. In the case where <br />Owner does so qualify, subsequent payments may be requested in <br />accordance with the terms in Article 1, Section 3 c., above. In all cases <br />where request for payment is made, City shall have a reasonable period of <br />time to independently verify that Owner has satisfied established sales tax <br />benchmarks, before payment is made. <br /> <br />4. Representations and Warranties. The City represents and warrants to Owner that <br />this Agreement is within the scope of its authority and the provisions of its charter <br />and that it is duly authorized and empowered to enter into this Agreement. Owner <br />represents and warrants to the City that it has the requisite authority to enter into <br />this Agreement. <br /> <br />5. The term of this Agreement is for a period beginning on the date of final approval <br />by the last party to execute same, and ending three years from the date of the <br />last payment made by the City to the Owner, pursuant to this Agreement. <br /> <br />6. Attorney Fees. In the event any legal action or proceeding is commenced to <br />enforce or interpret provisions of this Agreement, the prevailing party in any such <br />legal action shall be entitled to its reasonable attorney fees and expenses <br />incurred by reason of such action. <br /> <br />7. Statutes and Ordinances. Nothing in this Agreement shall alter Owner's <br />obligation to comply with all state statues, local ordinances, rules and regulations <br />related to this Agreement. <br /> <br />8. Section Names, other Headings, and Construction. Section names or other <br />headings contained in this Agreement are for reference purposes only and shall <br />not affect in any way the meaning or interpretation of this Agreement. All <br />references to the singular shall include the plural, and to the plural the singular. <br /> <br />9. Severability. If for any reason any provision of this Agreement is held to be <br />invalid by a court of competent jurisdiction, such holding shall not affect, impair or <br />invalidate the remainder of the Agreement but shall be confined in its operation to <br />the specific provision of this Agreement held invalid, and the invalidity of any <br />provision of this Agreement in anyone or more instances shall not affect or <br />prejudice in any way the validity of this Agreement in any other instance. <br /> <br />10. Amendment. This Agreement may only be amended, altered, or revoked by <br />written instrument signed by Owner and the City. <br /> <br />11. Successors and Assigns. This Agreement shall be binding on and inure to the <br />benefit of the parties, their respective successors and assigns. Owner may <br />assign all or part of its rights and obligations under this Agreement to any <br />successive Owner of the development, except that during the term of this <br />Agreement, Owner shall provide the City with ten days' written notice prior to any <br />such proposed ownership transfer, including the name, address, business <br />telephone number and contact person for such proposed new Owner. <br />3 <br />