2022-14 - Authorize negotiations with CASTO for downtown development

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Page 7 Term Sheet for Lakewood Downtown Development March 23, 2022 iii. A portion of the parking spaces within the Proj ect shall be made available for use by the public 24 hours a day, seven days a week on terms similar to other municipal parking (e.g. first 15 minutes are free). For the avoidance of doubt, the "public" spaces shall be available to all downtown visitors and shall not be limited to patrons of the Project. iv. Developer or the owner/operator of the structured parking shall annually reserve sufficient funds in its operating budget for maintenance of and capital repairs to the structured parking and shall annually provide the City a copy of such budget and evidence of the amounts in the reserve fund. V. A parking study is required to be completed as part of the Planned Development zoning process. Such parking study shall be completed in accordance with standards of the City. 3. Property Conveyance. a. Due Diligence Period. Developer will have a period of three (3) months following the execution of the Development Agreement during which to complete its due diligence review of the Property (the "Due Diligence Period"). This period may be extended for an additional period up to three (3) months, provided Developer is working in good faith to determine the feasibility of the Pro j ect. At Developer's sole cost and expense, Developer may conduct any inspections of the Property the Developer deems necessary or desirable to confirm the feasibility of the Project and the condition of the Property, including, without limitation, physical inspections, environmental inspections, tests and surveys, soil borings, geotechnical testing, surveys and title searches. In addition, Developer is open and encouraged by the City to commence its due diligence investigations of the Property during the time when the Development Agreement is being drafted and negotiated, subject to an access agreement between Developer and the City which provides Developer with the right to enter the Property to undertake testing and studies and provides the City with an indemnification for any resulting damages, losses, or claims, in addition to other customary provisions. Developer will provide the City with copies of any such inspections and reports, regardless of whether Developer elects to proceed with the acquisition of the Property. Prior to the expiration of the Due Diligence Period, Developer may elect to terminate the Development Agreement in writing, for any reason, and upon such termination, Developer will have no further rights or obligations under the Development Agreement except for provisions of the Development Agreement that expressly survive termination. Developer and City and their respective consultants shall cooperate and share results of investigations and diligence. b. Conditions to Closing. i. Upon satisfaction of the conditions to conveyance to be identified in the Development Agreement, the City will convey fee title to the Property to Developer via limited warranty deed. The City will convey the Property to Developer for a price to be negotiated (the "Purchase Price") in consideration of the following: 17439155v7