07-2022 TIF for W. 117th Phantasy/Mack Buildings

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SECTION 9. APPLICATION OF SERVICE PAYMENTS. The Service Payments shall be made by or on behalf of the Owners to the County Treasurer on or before the applicable Service Payment Dates. Upon receipt of the Service Payments from the County Treasurer, the City shall deposit the Service Payments in the TIF Fund (hereinafter, the "TIF Fund") established by or designated in the TIF Ordinance; provided, that all such amounts received by the City shall be allocated for the purposes set forth in the TIF Ordinance, including, without limitation (i) payment of the costs of any improvements for urban redevelopment purposes or other purposes provided in the TIF Ordinance related to the TIF Site as authorized in O.R.C. Section 5709.41; or (ii) other authorized uses by the City as permitted under Ohio law. SECTION 10. REIMBURSEMENT OF DEVELOPER. The City shall pay to the West 117 Developer in accordance with the terms of this Agreement and the Development Agreement with respect to the Development for which a written requisition substantially in the form attached as Exhibit C (a "Written Requisition") is submitted to the City, the actual costs of such Development, including, but not limited to, the items of "costs of permanent improvements" contained in O.R.C. Section 133.15 (with the costs of the Development collectively referred to herein as the "Costs"). As set forth in Article XIII of the Development Agreement, such reimbursement shall be equal to 90% of the amounts on deposit in the TIF Fund, up to a maximum of $5,000,000. Any City fees not paid by the Developers will be payable out of the TIF Fund before any reimbursement of the Developers provided below. Except as otherwise provided herein, the City shall pay all Project TIF Revenue on deposit in the TIF Fund to or as directed by the West 117 Developer within forty-five (45) days of receipt by the City (each, a "Payment Date") until all of the Costs have been paid in full. All payments to the West 117 Developer hereunder on each Payment Date shall be made pursuant to written instructions provided by the Developers. The parties agree that the West 117 Developer shall submit the Written Requisition for all Costs on behalf of Phantasy Developer and Fieldhouse Developer and the West 117 Developer shall be the developer entity receiving reimbursements pursuant to this Section 10. Notwithstanding any other provision of this Agreement, the City's payment obligations hereunder are limited to the monies in the TIF Fund and do not constitute an indebtedness of the City within the provisions and limitations of the laws and the Constitution of the State of Ohio, and the Developers do not have the right to have taxes or excises levied by the City for the payment of the Costs and interest thereon. At any time of which there exists a default by any Developer under the Development Agreement, the City, at its option, may, but shall not be obligated to, by written notice to the West 117 Developer, cease disbursements of the proceeds from the TIF Fund until such Developer default has been cured, at which tie all withheld payments will be disbursed. Furthermore, in the event of any such Developer default that extends beyond the applicable cure period in the Development Agreement, the City shall have those remedies identified in Section XV(B) of the Development Agreement. SECTION 11. DEFAULTS AND REMEDIES. The following shall be events of default under this Agreement: (a) the failure of any Developer or any individual Owner to pay no later than the thirtieth calendar day following its due date any Service Payment, or any installment thereof, due by the Developer or any individual Owner, including any applicable late payment charges; (b) the failure of any Developer or any individual Owner to perform or observe any other covenant made by it in or pursuant to this Agreement, which failure shall continue for more than 30 days following written notice thereof by the City. (c) the failure by the City to provide the Project TIF Revenue to the West 117 Developer or their designees within forty-five (45) days following the deposit of such Project TIF 173518640