22-2021 - TIF for W. 117 Development LLC Fieldhouse

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the term hereof (including any extensions). Developers shall have the right to terminate one or more parking permits, from time to time, upon ninety (90) days' written notice to the City; provided, however, that once a parking permit is terminated and relinquished, it is no longer part of this agreement, and if Developers subsequently desire additional parking permits, they will need to apply for additional permits on a first -come, first -served basis. Developers' rights to the parking permits hereunder shall be subject to termination by the City upon ninety (90) days' written notice, provided that the City has provided (or assisted the Developers with obtaining) alternative parking in the vicinity of the Development Site and reasonably acceptable to the Developers. C. Right of First Refusal. The City hereby grants to West 117 Developer a right of first refusal and hereby covenants that in the event the City desires to sell and/or lease all or a portion of the Parking Lot Parcel to a prospective buyer/tenant, it will not sell or lease the Parking Lot Parcel or any part thereof until West 117 Developer has been given thirty (30) days to exercise the right of first refusal granted herein to buy/lease said real property on substantially the same terms as was offered by such prospective buyer/tenant, which thirty (30) day right of first refusal period shall run from the date of delivery to West 117 Developer of written notice of such prospective sale/lease setting forth the terms thereof together with a copy of the executed letter of intent or term sheet respecting such prospective sale/lease to said prospective buyer/tenant. If West 117 Developer exercises its right of first refusal, it shall have the right to designate the legal entity that will take title and/or lease the Parking Lot Parcel (or such portion thereof). In the event West 117 Developer fails to deliver notice to the City exercising its right of first refusal within said thirty (30) days after presentation of such offer, the City may thereupon sell/lease the Parking Lot Parcel, or the part thereof covered by such offer, to said prospective buyer/tenant upon such terms; provided, if such sale/lease to said prospective buyer/tenant is not consummated within 90-days thereafter, then the City must again comply with this paragraph with resepct to such offer, and this paragraph shall continue in effect with respect to any subsequent offers. If West 117 Developer does not exercise its right of first refusal hereunder with respect to a sale and the sale to the propsective buyer is completed, then West 117 Developer's right of first refusal shall terminate and be of no further force and effect as to the Parking Lot Parcel (or portion thereof) sold. If this Agreement is not recorded in Cuyahoga County records, then either party shall have the right to record a memorandum of this right of first refusal, and both parties shall cooperate in the preparation, execution and recording thereof. IX. CONTINGENCIES The obligation of the City to provide the Project TIF Revenue, as defined in Section XIII (collectively, the "Incentives") for the Project in accordance with the Service Agreement is contingent upon the satisfaction of all of the following contingencies with respect to the Project (collectively, the "Incentive Contingencies"). The Developers agree to submit to the City for review all plans, documents, requested modifications, zoning, or any other item which concerns the Project in accordance with the City's current and generally applicable regulations. Each of the 0