Lease and development agreement



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Section 6.3 No Port Authority Obligation.


The Port Authority shall be under no obligation to supply services if and to the extent and during any period that the supplying of any such service or the use of any component necessary therefor shall be prohibited or rationed by any federal, state or municipal law, rule, regulation, requirement, order or direction and if the Port Authority deems it in the public interest to comply therewith, even though such law, rule, regulation, requirement, order or direction may not be mandatory on the Port Authority as a public agency.

Section 6.4 No Constructive Eviction.

No failure, delay or interruption in supplying agreed services (whether or not a separate charge is made therefor) shall be or be construed to be an eviction of the Lessee or grounds for any diminution or abatement of rental, or (unless resulting from the negligence or willful failure of the Port Authority) shall be grounds for any claim by the Lessee for damages, consequential or otherwise.

ARTICLE 7. LESSEE’S MOA OBLIGATIONS

Section 7.1 Lessee’s MOA Obligations Generally.


(a) The Lessee hereby acknowledges that the Lessee is the “adaptive reuse developer” referred to in the MOA, and agrees to be bound by and to perform all obligations intended to be imposed on the “adaptive reuse developer” pursuant to the MOA. Where the MOA obligates the Port Authority to impose any requirement on the “adaptive reuse developer”, the Lessee hereby agrees to undertake such requirement.

(b) The Parties acknowledge that it is their intention that the spirit and letter of the MOA be implemented through this Agreement, and the Lessee hereby assumes the Port Authority’s obligations under the MOA, to the extent such obligations are capable of being performed by the Lessee in its capacity as the lessee under this Agreement.


Section 7.2 Certain Specific MOA Obligations.


Without limitation as to the generality of the Lessee’s obligations with respect to the MOA, as set forth in Section 7.1 above, and as to any other specific MOA requirements, the Lessee hereby specifically affirms its obligation with respect to the following MOA requirements:

(1) The Lessee shall keep the main lobby space in the Building open to the public, with direct access to Terminal 5 as well as the street frontage of the Premises. In accordance with Stipulation 2 of the MOA, the Lessee shall accommodate at least two (2) electronic ticketing kiosks in the main lobby space, shall make them accessible for use by airline passengers (including individuals not guests of the Hotel) and shall provide appropriate access to the airline that is responsible for the operation and maintenance of such kiosks (including its agents and contractors).

(2) As provided in Stipulation 6 of the MOA, the Lessee shall install and maintain, in a prominent location in the Building, an “interpretive display illustrating the history and significance of the [TWA Flight Center]”, which shall be accessible to the public during normal operating hours.

(3) As provided in Stipulation 12 of the MOA, the Lessee and the Port Authority, in consultation with SHPO, shall assure that the TWA Flight Center is restored and rehabilitated in accordance with the Secretary of Interior Standards for the Treatment of Historic Properties.

(4) The Lessee, in consultation with the Port Authority, shall prepare maintenance and preservation guidelines in accordance with Stipulation 17 of the MOA, shall duly submit such guidelines to SHPO for review and approval, and shall revise and resubmit such guidelines until final approval by SHPO (as thus finally approved, the “MOA Maintenance Guidelines”).

(5) The Lessee acknowledges that Stipulation 18 of the MOA requires that the TWA Main Terminal Building and East Tube be inspected every five years in accordance with the MOA Maintenance Guidelines, and hereby undertakes to perform such inspection and to prepare and submit the required certified report.


ARTICLE 8. LESSEE’S OPERATIONS

Section 8.1 Vibration and Sound.


The Lessee shall take all appropriate measures to eliminate vibrations originating in the Building which may damage any equipment, structure, building or portion of a building located off the Premises and to keep the sound level of its operations within reasonably low levels so as not unreasonably to disturb others located off the Premises.

Section 8.2 Badges.


If requested by the Port Authority, the Lessee, for security and safety reasons, shall require its employees to wear or carry badges or other suitable means of identification while present at the Premises.

Section 8.3 Storage of Waste Materials.


The Lessee shall store on the Premises in a manner approved by the Port Authority all garbage, debris and other waste materials (whether solid or liquid) arising out of its occupancy of the Premises or out of its operations. Any such material which may be temporarily stored in the open shall be kept in suitable garbage and waste receptacles, the same to be made of metal or other suitable material and equipped with tight-fitting covers, and to be designed to safely and properly contain whatever material may be placed therein. No such garbage, debris or other waste materials shall be or be permitted to be thrown, discharged or deposited into or upon any waters or any wetland areas.

Section 8.4 Fire Protection Equipment.


Without limiting the Lessee’s law compliance obligations as elsewhere set forth in this Agreement, the Lessee shall maintain in good condition and in adequate quantities fire protection equipment and other safety equipment as may be required to comply with the requirements of this Agreement, including this Article. The Lessee shall install in the Building a fire alarm system and an automatic sprinkler and fire extinguishing system in accordance with Requirements regardless of whether such Requirements are applicable to the Premises or would be applicable if the Port Authority were a private corporation. The Lessee shall maintain such systems in good working order. From time to time and as often as reasonably required by the Port Authority, the Lessee shall conduct pressure, waterflow and other appropriate tests of such systems. If requested by the Port Authority, the Lessee shall furnish the Port Authority with a copy of the written reports of such tests. The Lessee shall at all times maintain on the Premises adequate stocks of fresh, usable chemicals or other materials for use of such systems and shall train its employees in the use thereof, including in such training periodic drills. The Lessee’s obligations hereunder shall in no way create any obligation whatsoever on the part of the Port Authority.
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