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(d) Buyer's Covenants as contained within this Agreement do not and will not contain or furnish any
<br />untrue statements of material facts or omit any material information necessary to render Buyer's Covenants to not be
<br />misleading.
<br />(e) Neither Buyer nor any of its owners, members, shareholders or partners has been convicted of any
<br />felony crime or crime involving moral turpitude or of any crime involving an act of theft, fraud, dishonesty or
<br />falsification.
<br />All of Buyer's Covenants shall survive Closing and the execution, delivery and recordation of the Deed for a
<br />period of one (1) year.
<br />18. Status of Seller: Seller covenants, represents and warrants to Buyer that as of the Effective Date and
<br />as of the Closing Date:
<br />(a) Seller is an Ohio municipal corporation;
<br />(b) Seller is authorized to sign this Agreement, close the Transaction and perform pursuant to and under
<br />the Terms.
<br />19. Waiver or Modification: None of the Terms can be waived, modified or amended unless and until
<br />Seller and Buyer prepare and sign a written waiver or modification, which such waiver or modification must incorporate
<br />this Agreement by reference therein and must otherwise ratify and reaffirm the same (subject to the waiver or
<br />modification).
<br />20. Special Conditions: The following shall constitute special Terms of this Agreement and shall survive
<br />the Closing.
<br />(a) Existing Surveys, Reports and Title Evidence: Seller has provided or, on Buyer's demand, will
<br />promptly provide to Buyer the original or copy of any and all surveys, title evidence, soil test reports, environmental site
<br />assessments and any other inspections or testing reports or studies which Seller possesses relative to the Property.
<br />(b) Buyer shall, at its sole cost and expense, be responsible for obtaining all necessary approvals, permits,
<br />consents and agreements necessary to enable Buyer or Buyer's nominee(s) to construct, erect, maintain, repair and
<br />replace signage and Buyer shall comply with all applicable laws, regulations, rules and ordinances.
<br />(c) Local Participation: Buyer shall in good faith encourage Buyer's contractors, subcontractors,
<br />licensees, concessionaires and tenants to use and hire qualified Lakewood businesses and citizens in the development
<br />and construction of the Property and for their business operations at the Property (if and as applicable).
<br />(d) City's Support: The Seller shall split the cost for a Phase I Environmental Study or the cost for the
<br />renewal of the prior Phase 1 Environmental study of the Property with the Seller's share not to exceed $2,500.
<br />(e) Buyer's Covenant: Buyer will begin construction activities and efforts at the Property
<br />("Construction"), no later than 12 months after the Closing Date and Buyer shall ,complete the adaptive re -use of the
<br />church structure to a commercial space, provide a minimum of 6 residential units on the site (or alternative as reasonable
<br />agreed to be the Seller) and an additional approximately 2,400 sq. feet of commercial retail space fronting Detroit
<br />Avenue, improvements to all parking areas and improvements to the existing pocket park/ outdoor spaces on the
<br />southwest corner of the site and the greenway between the church and the east retail building as outlined in Exhibit `B"
<br />not later than the date that is the 36-month anniversary of the Closing Date; provided, however, that the deadlines in this
<br />paragraph, by reason of Acts of God, labor strike, lockout, inability to procure materials, failure of power, riot,
<br />insurrection, war or warlike act, terrorist act, utility blackout or brownout, legal requirement or other reason not within
<br />the control of Buyer, shall be continued for a period equivalent to the period of such delay. Buyer shall obtain a TRUE
<br />and WELL certification for the commercial aspects of the project, or an alternative as reasonably agreed to by the Seller.
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