2022-14 - Authorize negotiations with CASTO for downtown development

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Page 14 Term Sheet for Lakewood Downtown Development March 23, 2022 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. vi. For the avoidance of doubt, the restrictions set forth in this section include transfers of membership interests in Developer that would result in a "change of control" (the definition of which shall be mutually agreed upon in the Development Agreement). b. The City shall have approval rights over any conveyance of the Project other than the conveyances of for sale units of the Residential Component (whether during or following the first ten (10) years) at any time during which any incentive is active at the Project. 14. Financing. a. Except as otherwise expressly provided herein, Developer will be solely responsible for funding development of the Project, whether through equity, conventional financing or otherwise, and Developer will provide a Financial Analysis for the Project, in a form reasonably satisfactory to the City. b. The City Ordinances require, and Developer shall provide, a completion guaranty for any public infrastructure. 15. City Repurchase Right. In addition to other remedies to be more particularly described in the Development Agreement, if Developer defaults in its obligations under the Development Agreement prior to completion of construction of any Component of the Project (as evidenced by a Certificate of Occupancy for such ,component) and fails to cure such default within any applicable notice or cure period, the City will have the option to repurchase that Component under terms and conditions to be mutually agreed upon in the Development Agreement. 16. MBE/FBE/SBE Goals. Developer will use commercially reasonable efforts to meet the Minority Business Enterprise (MBE), Female Business Enterprise (FBE), and Small Business Enterprise (SBE) goals mutually agreed upon by the City and Developer and included in the Development Agreement. 17. Building Trades. Developer recognizes the value of including building trades in the Project, and in consideration of the City making available financial incentives, will enter into a Project Labor Agreement with the Cleveland Building & Construction Trades Council for the applicable components of the Project prior to issuance of any building permits. Prevailing Wage Requirements. The City mandates certain prevailing wage requirements for construction with regard to any improvements to be reimbursed from funds collected from a TIF District, NCA or SID, and such requirements will be further addressed in the Development Agreement. 19. Audit Rights. The City shall have the right to audit, at the City's cost, Developer's books and records relating to the financing and development of the Project not more than once per year until Certificate(s) of Occupancy are awarded for all Components. 17439155v7