to agree to, the limited waiver of sovereign immunity set forth in this
Agreement; and
WHEREAS, in order to obtain the benefits and to enter into the obligations of
this Agreement, the City has agreed to the alternative dispute resolution
process specified in this Agreement; and
WHEREAS, in recognition of the rights and responsibilities of the Parties in
accordance with applicable federal, Nation and New York State law, and in order
to ensure their mutual benefit, the Parties wish to set forth their
understandings with respect to certain matters pertaining to their ongoing
relationship;
NOW, THEREFORE, the Parties hereby enter into this Agreement.
1.
DEFINITIONS.
For purposes of this Agreement, including the Appendices, terms defined in the
preamble, recitals and other Sections of this Agreement shall have the meanings
set forth therein and the following terms shall have the meanings set forth
below:
(A)
"AGREEMENT" MEANS THIS AGREEMENT AND ALL APPENDICES ATTACHED
HERETO, AS IT MAY BE AMENDED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS.
(B)
"APPENDIX" MEANS AN APPENDIX TO THIS AGREEMENT, EACH OF WHICH IS
INCORPORATED INTO THIS AGREEMENT BY REFERENCE AND MADE A PART HEREOF.
"APPENDICES" MEANS MORE THAN ONE APPENDIX.
(C)
"CASINO" MEANS THE FACILITY DESCRIBED IN APPENDIX E.
(D)
"CERTIFIED MAIL" MEANS CERTIFIED OR REGISTERED MAIL, FEDERAL
EXPRESS, UNITED PARCEL SERVICE, EXPRESS MAIL OR ANY SIMILAR MAIL DELIVERY
SERVICE GENERATING A RETURN RECEIPT OR A SIGNATURE OF THE RECIPIENT, CONFIRMING
DELIVERY OF THAT MAIL.
CERTIFIED MAIL DOES NOT INCLUDE ELECTRONIC MAIL.
(E)
"CITY" HAS THE MEANING SET FORTH IN THE PREAMBLE TO THIS
AGREEMENT.
(F)
"COMPACT" MEANS THE NATION-STATE GAMING COMPACT BETWEEN THE
NATION AND THE STATE OF NEW YORK EXECUTED ON AUGUST 18, 2002, WHICH WAS DEEMED
APPROVED BY THE U.S. SECRETARY OF THE INTERIOR, TO THE EXTENT CONSISTENT WITH
IGRA, AND BECAME EFFECTIVE ON ITS PUBLICATION IN THE FEDERAL REGISTER ON
DECEMBER 9, 2002, INCLUDING ALL AMENDMENTS, MODIFICATIONS AND SUPPLEMENTS
THERETO.
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(G)
"CORPORATION" HAS THE MEANING SET FORTH IN THE PREAMBLE TO THIS
AGREEMENT BUT, EXCEPT IN THE RECITALS AND SECTION 2 HERETO, SHALL ALSO INCLUDE
SEGC, IT BEING RECOGNIZED THAT ALL RIGHTS AND OBLIGATIONS OF THE CORPORATION
HEREUNDER SHALL ALSO BE RIGHTS AND OBLIGATIONS OF ITS SUBSIDIARY SEGC AND THAT
THE CITY SHALL HAVE THE RIGHT TO ENFORCE THIS AGREEMENT AGAINST THE CORPORATION,
SEGC OR BOTH OF THEM IN THE MANNER SPECIFIED IN THIS AGREEMENT.
(H)
"EFFECTIVE DATE" HAS THE MEANING SET FORTH IN SECTION 2 OF THIS
AGREEMENT.
(I)
"FULTON STREET PAYMENT" MEANS A PAYMENT FROM THE CORPORATION TO
THE CITY, IN IMMEDIATELY AVAILABLE FUNDS, IN THE AMOUNT OF SIX HUNDRED THIRTY
ONE THOUSAND SIX HUNDRED DOLLARS ($631,600), WHICH IS THE PURCHASE PRICE FOR THE
FULTON STREET SECTION AS DETERMINED BY THE CITY PURSUANT TO THE PROCESS SET
FORTH IN THE CITY OF BUFFALO CHARTER AND ORDINANCES.
(J)
"FULTON STREET SECTION" MEANS THAT SECTION OF FULTON STREET
BETWEEN MICHIGAN AVENUE AND MARVIN STREETS BUT NOT INCLUDING ANY PORTION OF THE
RIGHT OF WAY OF MICHIGAN STREET OR