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(8) The Developer shall coordinate and manage the timing of design,
<br />engineering and construction of the Additional Developer Improvements and the Additional
<br />Public Improvements
<br />(9) Developer hereby agrees to grant such temporary construction easements
<br />and permanent easements over the Additional Development Property owned by the Developer as
<br />are reasonably necessary from time to time to enable the City or the Developer, as construction
<br />agent for the city, to construct and complete the Additional Public Improvements, and shall
<br />execute and deliver such easements to the ity upon request from time to time in forms
<br />satisfactory to the City and Developer.
<br />(10) Simultaneously with the delivery of the City's deed to Developer for the
<br />Development Property, Developer conveyed and granted to the City an open -end mortgage and
<br />security agreement (the "City Mortgage ") dated , and recorded on as
<br />Instrument No. of the Cuyahoga County Records, to secure the Project Service
<br />Payments, which City Mortgage is a first priorltyAien against the Development Property, which
<br />is accomplished through four (4) mortgages,_orie (1) on each of the Phases of the Original
<br />Development, including Phase 1B and Phase 3 The City Mortgage shall remain a lien upon the
<br />Additional Development Property until such time —as the= Developer transfers lots in the
<br />Additional Development to the Builder. Upon the clasi>on such lot transfers to the Builder,
<br />the lien of the City Mortgage pertaining to either of Phase 1B and Phase 3 shall be released from
<br />such lots in accordance with a percentage, the numerator of -which is the number of lots being
<br />transferred to the Builder in a particular Phase and the denomna or of which is the total number
<br />of lots contemplated on the site plan of such Phase. In other wow, if Developer transfers ten
<br />(10) lots for Residenti-a- Unrts—in -Pbase 3 to the Builder, the City Mortgage will be released for
<br />such lots and remaining City Mortgage on Phase 3, which has a total potential thirty five (35)
<br />lots for Residential Uafti n Phased will be reduced to 20/35 of the outstanding indebtedness
<br />under the City- Morteaee. _
<br />The Developer shalLbe resp onsible --for, and the Developer shall and does hereby
<br />agree to protect, indemnify, defend and hold City, its elected representatives, agents and
<br />employees, harmless from and against any and all claims, demands, actions, causes of action,
<br />costs, damages losses, expenses, injuries liabilities, penalties, fines or otherwise, of any and
<br />every kind whatsoever, including, but not limited to, attorneys' fees, paid or incurred by, or
<br />asserted against City by any person, party or governmental authority, for, with respect to, or as a
<br />result of (1) the Developer's breach of or default in performance of the Developer's obligations
<br />pursuant to the terms'of this_ Agreement, unexcused by events of Force Majeure, beyond
<br />applicable cure /grace periods; (2) the Developer's ownership of, business operations on or
<br />occupancy of the Development Property and the Additional Development Property; (3) any
<br />voluntary or involuntary investigation, monitoring, remediation, response action, voluntary
<br />action, corrective action or closure performed under any Environmental Laws or otherwise on or
<br />with respect to the Developer's construction activities on the Development Property and the
<br />Additional Development Property, whenever necessary or performed; (4) the unlawful presence,
<br />use, generation, storage, disposal, treatment, release, threatened release, migration or discharge
<br />of Hazardous Substances at, on, under or from the Development Property and the Additional
<br />Development Property as a result of Developer's construction activities, regardless of when
<br />discovered; (5) any violations or alleged violations of Environmental Laws relating to
<br />(03163827.DOCx;6) 11727136.4 (2026928x2) 7
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