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SERVICE PAYMENT AGREEMENT
<br />THIS SERVICE PAYMENT AGREEMENT (the "Agreement") is made and entered into as of
<br />the day of March, 2022, by and among the CITY OF LAKEWOOD, OHIO, a municipal corporation
<br />(the "City"), WEST 117 DEVELOPMENT, LLC, an Ohio limited liability company, (the "West 117
<br />Developer"), WEST 117 DEVELOPMENT FIELDHOUSE LLC, an Ohio limited liability company (the
<br />"Fieldhouse Developer"), and WEST 117 DEVELOPMENT PHANTASY LLC (the "Phantasy
<br />Developer," and together with the West 117 Developer and the Fieldhouse Developer, the "Developers").
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<br />WHEREAS, the Developers are pursuing the redevelopment of an approximately 1.1 acre site
<br />currently identified as 1384 Hird Avenue (Parcel IDs 312-33-030, 312-33-029) (the "Fieldhouse") and at
<br />11794 Detroit Avenue and 11816 Detroit Avenue (Parcel IDs 312-33-015, 312-33-014) ("Phantasy"), and
<br />more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "TIF
<br />Site"); and
<br />WHEREAS, the Developers intend to develop the TIF Site into a mixed -used development to be
<br />known as Studio West 117 (the "Development"); and
<br />WHEREAS, the TIF Site is located within the municipal corporate boundaries of the City and the
<br />territorial boundaries of the County of Cuyahoga, Ohio (the "County"); and
<br />WHEREAS, upon completion, the Development is projected to significantly increase the assessed
<br />valuation of the TIF Site; and
<br />WHEREAS, the Phantasy Developer and the Fieldhouse Developer, in their capacity as the
<br />respective owners in fee simple interest of portions of the TIF Site, may in the future convey all or any
<br />portion of or interest in any of the real property comprising the TIF Site to subsequent owners of all or any
<br />portion of or interest in any of the real property comprising the TIF Site (singularly an "Owner" and
<br />collectively the "Owners"); and
<br />WHEREAS, pursuant to Ohio Revised Code ("O.R.C.") Sections 5709.41 through 5709.43
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<br />(together with related provisions of the Ohio Revised Code, the TIF Act"), Ordinance No.
<br />:: IL
<br />passed by the Council of the City (the "Council") on March 21, 2022, a copy of which is attached as Exhibit
<br />B attached hereto and incorporated herein by this reference (the "TIF Ordinance"), the City has, among
<br />other actions: (1) declared 100% of the improvement to the real property (the "Improvement") included in
<br />the TIF Site to be a public purpose and exempt from real property taxation for the Exemption Period (as
<br />defined herein) (the "TIF Exemption"); (2) provided for service payments in lieu of taxes (the "Service
<br />Payments"), as an obligation running with the land for the Exemption Period (as defined herein) payable
<br />with respect to the real property comprising the TIF Site; (3) authorized the use of the Service Payments
<br />for such uses by the City as permitted under Ohio law, including, without limitation, payment of the costs
<br />of any improvements for urban redevelopment purposes and other purposes described in the TIF Ordinance
<br />related to the TIF Site as authorized in O.R.C. Section 5709.41; and (4) determined to enter into this
<br />Agreement with the Developers, as initial Owners of the entire TIF Site during the term of construction of
<br />the Development, to provide for, among other things, the payment of the Service Payments by the Owners
<br />with respect to the TIF Site; and
<br />WHEREAS, pursuant to the TIF Act, the TIF Ordinance, and this Agreement, each of the Owners
<br />desires to agree, for itself and for each of its successors and assigns as Owners of all or any portion of any
<br />of the real property comprising the TIF Site, to pay Service Payments in an amount equal to the amount of
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