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

Home Browse Search

employees, contractors, subcontractors and agents; and any individual Owner, its employees, contractors, subcontractors and agents arising out of or relating to this Agreement or its breach will be decided in a state court of competent jurisdiction within the State of Ohio. SECTION 16. ENTIRE AGREEMENT. This document (with its exhibits) contains the entire agreement between the parties and supersedes any prior discussions, representations, warranties, or agreements between them respecting the subject matter. No changes or amendments shall be made or be binding unless made in writing and signed by each of the parties. SECTION 17. NO CITY EXPENDITURES IN YEAR OF EXECUTION. Nothing contained in this Agreement shall be construed to require the City to expend funds in connection with the performance of this Agreement in fiscal year 2022. SECTION 18. ADDITIONAL DOCUMENTS; AMENDMENT. The parties hereto agree for themselves and their respective successors, assigns and transferees, to execute any further agreements, documents or instruments as may be reasonably necessary to fully effectuate the purpose and intent of this Agreement in compliance with all laws and ordinances controlling this Agreement. Any amendment to this Agreement must be in writing and signed by or on behalf of all parties or their respective permitted successors, assigns, and transferees. SECTION 19. ASSIGNMENTS. This Agreement shall be binding on the Parties hereto and their respective successors and assigns. Except as otherwise discussed below, this Agreement may not be assigned by any party hereto without the written consent of the other party, not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Developers may, upon notice to the City, and without the prior written consent of the City, assign this Agreement to (i) a lender or its designee in connection with financing obtained for the Pro j ect (as described in XV(J) of the Development Agreement) or (ii) entities controlling, controlled by, or under common control with the West 117 Developer. Assignments conducted pursuant to the foregoing sentence shall be referred to herein as "Permitted Assignments". The Developers shall provide written notice to the City of any Permitted Assignments no later than ten (10) days prior to the execution of such assignment. All representations and warranties of the Developers and the City herein shall survive the execution and delivery of this Agreement. Notwithstanding the foregoing, the consent of the City shall be required for any assignment to (i) a party (or an affiliate) who has been involved in litigation or a material dispute opposite the City, (ii) a party (or an affiliate) that has had any contract with the City cancelled as a result of a default by such proposed Assignee (or its affiliates), or (iii) a party (or an affiliate) who owns commercial real estate or multi -family property in the City and who has on multiple occasions been subject to any action, including fines and material notices, as a result of building code, zoning or property management violations. [Balance of Page Intentionally Left Blank] 7 173518640