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partners, beneficiaries, members, joint venturers, shareholders, owners or affiliates be personally liable for
<br />any obligations hereunder.
<br />SECTION 5. PAYMENT OF TAXES; CONTESTS. Each Owner shall pay, cause, or require to
<br />be paid, as the same become due, all taxes, assessments, whether general or special, and governmental
<br />charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect
<br />to the TIF Site (except as otherwise provided herein) or any personal property or fixtures installed or
<br />brought therein or thereon (including, without limiting the generality of the foregoing, and by way of
<br />example, any taxes levied against an Owner with respect to the receipts, income or profits from leasing or
<br />subleasing space within the Improvement, which, if not paid, may become or be made a lien on all or any
<br />portion of the TIF Site).
<br />Notwithstanding the foregoing, and pursuant to the Development Agreement, the Developer or any
<br />individual Owner may, at their own expense and in good faith, contest the amount of any property taxes.
<br />The Developers intend to consider the effect of changes in property values for all affected parties when
<br />participating in valuation challenges related to the TIF Site, as either a complainant or a counter -
<br />complainant.
<br />SECTION 6. NOTICES. All notices, designations, certificates, requests or other communications
<br />under this Agreement shall be sufficiently given and shall be deemed given on receipt when personally
<br />delivered, or 48 hours after being mailed by registered or certified mail, postage prepaid: if to the City, at
<br />12650 Detroit Ave. Lakewood, Ohio 44107, with a copy to the Law Department at 12650 Detroit Ave.
<br />Lakewood, Ohio 44107, if to the Fieldhouse Developer, at 14665 Morgan Trail, Novelty, Ohio 44072, with
<br />copies to Walter Haverfield LLP, 6120 Parkland Blvd., Suite 100, Cleveland, Ohio 44124, Attn: Mark B.
<br />Radefeld, if to the Phantasy Developer, at 14665 Morgan Trail, Novelty, Ohio 44072, with copies to Walter
<br />Haverfield LLP, 6120 Parkland Blvd., Suite 100, Cleveland, Ohio 44124, Attn: Mark B. Radefeld, and, if
<br />to the Owners (if not the Phantasy Developer or Fieldhouse Developer), at their address or addresses of
<br />record on file in the office of the County Auditor of Cuyahoga County, Ohio. The City, the Developer, and
<br />any individual Owner may, by notice given under this Agreement, designate any further or different
<br />addresses to which subsequent notices, designations, certificates, requests or other communications shall
<br />be sent, and shall provide copies of all such communications to any of the others to all of the others.
<br />SECTION 7. EXEMPTION APPLICATIONS. When appropriate, the Owner, with the City's
<br />assistance, shall coordinate the filing of the required DTE form (or any other applicable or required forms)
<br />to evidence the City's application for exemption from real property taxation with respect to the TIF Site
<br />pursuant to O.R.C. Section 5709.911(A)(1). The City, the Developer, and any individual Owner shall
<br />cooperate with each other, and execute such further documents and provide such further information as are
<br />reasonably required in connection with the filing and processing of such applications. The parties hereto
<br />intend that such exemption from real property taxation will initially apply as provided in Section 1 above
<br />and shall use due diligence and commercially reasonable efforts to that end. The Developers and any
<br />individual Owner shall continuously use due diligence and employ commercially reasonable efforts to keep
<br />such exemptions in force, not permitting the same to lapse or be suspended or revoked for any reason within
<br />each Developer's or any individual Owner's control.
<br />SECTION 8. EFFECTIVE DATE; DURATION OF AGREEMENT. This Agreement shall become
<br />effective only after its execution and delivery by the parties. Unless sooner terminated pursuant to the terms
<br />hereof, this Agreement shall_ expire at the end of the Exemption Period or the termination of the
<br />Development Agreement, whichever occurs first. Upon expiration or termination of this Agreement, the
<br />City will cause this Agreement to be cancelled of record at the cost of the Owners.
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