Changes Requested by Authority Clause Samples

Changes Requested by Authority. Developer shall meet and confer in good faith with Authority regarding, and will reasonably consider in good faith, any changes that Authority desires to make to the Approved Drawings and Specifications with respect to the Developer’s Phase 1A Infrastructure Improvements, and Developer shall use commercially reasonable efforts to implement any such changes, to the extent Developer reasonably determines that such changes result in none of the following: (i) any delay to the date on which Completion of the Developer’s Phase 1A Infrastructure Improvements occurs; (ii) any adverse effect with respect to the Developer’s Phase 1A Infrastructure Improvements’ compliance with Law nor (iii) any adverse effect on the development, maintenance or operation of (including any adverse effect on the compliance with Law by) the Convention Center or the Private Improvements (as defined in the Ground Lease). Subject only to the following sentence, if and to the extent changes requested by the Authority and approved by the Developer under this Section result in a net increase in the Developer’s Phase 1A Infrastructure Improvements Costs, then the net increase in Developer’s Phase 1A Infrastructure Improvements Costs resulting from such change shall be paid as follows: (A) by the City, if the City requested the change; (B) by the Port District, if the Port District requested the change; and (C) by the City and Port District, equally, or in such other proportion as may be agreed to by the City and Port District; provided that the Developer shall not be required to implement the requested change until the Authority has confirmed to the Developer in writing which Public Entity will be responsible for payment of such increased cost and such amounts are deposited into the appropriate subaccounts under the Indenture pursuant to Section 2.1.6.3 below. Changes required to comply with this Agreement, Contemporaneous Agreements, permits, the CDP, or Laws shall not be considered requested by the Authority, the Port District, or the City under this Section 2.1.6.2.