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that has had any contract with the City cancelled as a result of a default by such proposed <br />Assignee (or its affiliates), or (iii) a party (or an affiliate) who owns commercial real estate <br />or multi -family property in the City and who has on multiple occarions been subject to any <br />action, including fines and material notices, as a result of building code, zoning or property <br />management violations. <br />Additionally, in order to facilitate the construction of the Project utilizing the project <br />delivery method implemented by the Developer, the Developer shall have the right, during <br />construction to transfer fee title to the Development Site a reputable contractor selected by the <br />Developer and approved by the Developer's lender. Under such arrangement, the Developer will <br />be permitted to satisfy its obligations under this Agreement by separate contract with its contractor <br />for the period of the construction under a so called build -transfer agreement, pursuant to which the <br />Project will be constructed in accordance with the requirements set forth in this Agreement and <br />the Project Labor Agreement, then re -conveyed to the Developer. During the period of <br />construction, the Developer's obligations hereunder may be performed by such contractor, and <br />such compliance will be deemed compliance by the Developer. The rights of the Developer under <br />this Agreement shall not transfer to such contractor except in accordance with Section 23(D). <br />Notwithstanding any such temporary assignment to the Developer's contractor as described in this <br />grammatical paragraph, Developer shall remain liable during such period of construction for the <br />Developer's obligations hereunder. <br />The parties further acknowledge and agree that the Developer in its discretion may pursue <br />support for the Project from the Cleveland -Cuyahoga County Port Authority (the "Port Authority") <br />in the form of, among other things, a capital lease or a financing supported by the Project TIF <br />Revenue that the Developer receives under this Agreement. The City hereby consents to such <br />involvement of the Port Authority. The City shall execute such agreements or instruments in <br />furtherance of the same as the City reasonably determines are not to be adverse to the City. <br />E. Exhibits. The Exhibits to this Agreement constitute an integral part of and are <br />hereby incorporated by reference into this Agreement. <br />F. Counterparts. This Agreement may be signed in one or more counterparts or <br />duplicate signature pages with the same force and effect as if all required signatures were <br />contained in a single original instrument anyone or more such counterparts or duplicate <br />signature pages may be removed from any one or more original copies of this Agreement <br />and annexed to other counterparts or duplicate signature pages to form a completely <br />executed original instrument. <br />G. Seyerability. The invalidity or unenforc e ability of anyone or more phrases, <br />sentences, clauses, or sections in this Agreement shall not affect the validity or <br />enforceability of the remaining portions of this Agreement, or any part thereof, and this <br />Agreement shall be deemed amended to the extent required to make the provisions hereof <br />lawful, valid and enforceable, giving maximum effect to the intent of the Parties as <br />evidenced in this Agreement. The Parties agree to enter into a written instrument to <br />evidence any such amendment. <br />20 <br />15785832v23 <br />