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construction of any component of the Project (as evidenced by a certificate of <br />occupancy for such component) and fails to cure such default within any <br />applicable notice or cure period, the City will have the option to repurchase the <br />Project Site under terms and conditions to be mutually agreed upon in the <br />Development and Use Agreement. <br />14, MBE/FBE Goals. Developer will use commercially reasonable efforts to meet <br />the MBE and FBE goals mutually agreed upon by the City and Developer and <br />included in the Development and Use Agreement. <br />15. Building Trades. Developer recognizes the value of including building trades in <br />the Project and will make good faith efforts to work with the building trades in <br />connection with the Project. <br />16. Miscellaneous. <br />a. The parties acknowledge and agree that the scope, components and tenant <br />mix of the Project as currently contemplated may need to be adjusted <br />based upon additional underwriting and analysis to be completed <br />following the execution of this Term Sheet. The Project scope, <br />components and tenant mix maybe adjusted following the execution of <br />this Term Sheet based upon such underwriting and analysis and the mutual <br />determination of the City and Developer that the anticipated scope, certain <br />components of the Project and /or the tenant mix may not be economically <br />feasible as initially envisioned. <br />b. Other than any costs that the City agrees to share pursuant to Section 4(c) <br />above, Developer shall be responsible for its legal fees, its due diligence <br />costs, the costs for any studies or reports ordered by Developer and any <br />permit or approval fees required in connection with the Project. The City <br />shall be responsible for any costs the City agrees to share pursuant to <br />Section 4(c), its legal fees, and its due diligence costs associated with the <br />demolition and hazardous material abatement work contemplated by <br />Section 10. Except as set forth above or in the Development and Use <br />Agreement, the sharing of costs associated with the Project shall require <br />the mutual agreement of the parties. <br />C. Developer will require that its general contractor and all subcontractors <br />make all required local income tax payments due in connection with the <br />construction of the Project. <br />Both parties acknowledge and agree that this letter is not a legally binding instrument and that <br />additional material terms must be negotiated before a legally binding agreement is reached. The <br />potential transaction reflected in this letter is specifically conditioned upon (i) the preparation, <br />negotiation and execution of a mutually acceptable Development and Use Agreement, and <br />(ii) the approval of Lakewood City Council of the Development and Use Agreement. Neither <br />party hereto will have any obligation or liability to the other whatsoever at law or in equity <br />10 <br />4832 - 1246- 5749.18 <br />