2022-14 - Authorize negotiations with CASTO for downtown development

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Page 13 Term Sheet for Lakewood Downtown Development March 23, 2022 10. Security. The City may, at its discretion, require Developer to install a public safety camera(s) similar to those found throughout the City to monitor public spaces and the public right-of-way both during and following completion of construction. 11. Use Restrictions. The Project will be subject to usual and customary use restrictions, including prohibitions against noxious uses, as preliminarily set forth on Exhibit B attached hereto and restrictions contained within any applicable environmental covenant. Additional special restrictions may apply to any community -oriented space within the Proj ect. 12. Project Ownership. It is anticipated that CASTO and North Pointe Realty will form a business entity ("W') that will exist for the sole purpose of developing, constructing, and operating the overall Project and components therein. CASTO and North Pointe Realty (or their affiliates) will retain ultimate ownership of all components with percentages to be determined with exception of (i) transfers of the office component to Roundstone Management, LTD. or an affiliate thereof and (ii) any for sale components (including, but not necessarily limited to, the residential and office portions of the Project) being carved out to allow sales to third parties, subject to the reasonable review and approval of the City. CASTO will act as managing partner of the JV. In addition, as necessary in order to obtain financing for individual building and improvement components within the Project (each, a "Component"), business entities separate from the JV may own Components so long as CASTO and North Pointe Realty are the members/owners and CASTO is the managing partner. CASTO to lead all development activities and maintain residential management (other than Components sold to third parties). North Pointe Realty will manage the office component (other than components sold to third parties). Retail components will be managed by an experienced management company under contract with the JV. 13. Transfer Restrictions. a. Unless permitted as detailed earlier in this Term Sheet, Developer will not convey any Component of the Project to a third party for a period of ten (10) years after such component achieves final Substantial Completion, without the City's written approval, which approval will not be unreasonably withheld, conditioned or delayed provided the assignee: i. Demonstrates significant experience and a successful track -record of managing and operating high quality, large-scale mixed -use projects or, as the case may be, significant experience and a successful track -record of managing and operating the particular Component being conveyed; ii. Assumes in writing all obligations set forth in the preexisting agreements with the City as they relate to the particular Component; iii. Is not a party (or an affiliate) who has been involved in litigation or a material dispute opposite the City; iv. Is not 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); and V. Is not a party (or an affiliate) who owns commercial real estate or multi -family 17439155v7