49-2020 - TIF for Solove Development Detroit, Parkwood, Wyandotte

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At Developer's expense, an Indemnified Party may employ separate counsel and participate in the defense of any Liability; provided, however, that any such fees and expenses must be reasonable and necessary to protect the interests of the Indemnified Party. The Developer shall not be liable for any settlement of any Liability made without its written consent, but if settled with the written consent of the Developer, or if there is a final judgment for the plaintiff in an action, the Developer agrees to indemnify and hold harmless the Indemnified Party, except only to the extent of any Excluded Liability. XX. PROPERTY VALUE CONTESTS The City and the Developer acknowledge that Cuyahoga County, like all other counties in Ohio, has an established process by which property owners, school districts and certain other parties can challenge the value of their property for property tax purposes. Developer intends to consider the effect of changes in property values for all affected parties when participating in valuation challenges related to the Project, as either a complainant or a counter -complainant. XXI. CONFIDENTIALITY To the extent provided to the City, and unless otherwise directed by court order, City will treat the loan documents, the equity investment documents, the commitments of any tenants or purchasers to the Project, the expected or actual tenant and ownership mix of the Project, any proformas, and any other information provided to the City and clearly marked "trade secret" as trade secrets and not as public records or information, and will not disclose such documents or information to any third party without the written consent of the Developer. The City will promptly notify the Developer of (a) any public records request made to it that seeks disclosure of such documents or information and (b) any court action filed against it to compel the disclosure of such documents or information. The City will reasonably cooperate with the Developer in defending any such court action. The Developer will defend City against any third party claim related to the Developer's designation of certain records as exempt from public disclosure, and will hold harmless the City for any liability or award to a plaintiff for damages, costs and reasonable attorney's fees, incurred by the City by reason of such claim. XXII. ESTOPPEL CERTIFICATES; CERTIFICATE OF COMPLIANCE Within thirty (30) days after a request from the Developer or any successor in interest to the Developer under this Agreement, the City shall execute and deliver to the Developer, any successor in interest to the Developer or any proposed purchaser, mortgagee or lessee of the Project, a certificate in a form mutually -acceptable to the City and the Developer stating that, if the same is true: (i) this Agreement is in full force and effect; (ii) the requesting Developer or successor is not in default under any of the terms, covenants or conditions of this Agreement, or, if the Developer or successor is in default, specifying same; and (iii) such other matters as the Developer or successor reasonably requests. Additionally, following completion of initial construction of the Project (i.e., after the final certificate of occupancy has been issued), upon request by the Developer, the City will provide a written certificate of compliance confirming, the Developer has complied with the requirements set forth in Sections II(A) and (B), V, VII, VIII, XIII, and XIV hereof (subject to the Developer providing reasonable backup documentation to confirm same). 17 15785832v23