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Page 15 <br />Term Sheet for Lakewood Downtown Development <br />March 23, 2022 <br />20. Inspection Rights. The City reserves the right to conduct third -party inspections for any portion <br />of the Project. <br />21. Miscellaneous. The parties acknowledge and agree that the Project scope, Components, and tenant <br />mix may be adjusted following the execution of this Term Sheet based upon such underwriting and <br />analysis and the mutual determination of the City and Developer that the anticipated scope, certain <br />components of the Project, and/or the tenant mix may not be economically feasible as initially <br />envisioned. <br />b. Developer shall be responsible for its legal fees, its due diligence costs, the costs for any <br />studies or reports ordered by Developer and any permit or approval fees required in <br />connection with the Project. <br />C. Except as set forth above or in the Development Agreement, the sharing of costs associated <br />with the Project shall require the mutual agreement of the parties. <br />d. Developer will require that its general contractor and all subcontractors make all required <br />local income tax payments due in connection with the construction of the Project. <br />e. Both parties acknowledge and agree that this letter is not a legally binding instrument and <br />that additional material terms must be negotiated before a legally binding agreement is <br />reached. The potential transaction reflected in this letter is specifically conditioned upon: <br />i. The preparation, negotiation and execution of a mutually acceptable <br />Development Agreement, and <br />ii. The approval of City Council of the Development Agreement. <br />f. Neither party hereto will have any obligation or liability to the other whatsoever at law or <br />in equity (including any claims for detrimental reliance, partial performance, good faith or <br />promissory estoppel or other similar types of claims) unless and until such time as both <br />parties will have executed and delivered a formal Development Agreement. <br />g. Notwithstanding anything herein to the contrary, this Term Sheet supersedes all other <br />conflicting verbal understandings or agreements or language set forth in the herein. The <br />parties acknowledge a desire to complete negotiation of a mutually acceptable <br />Development Agreement within 180 days after execution of this Term Sheet and each party <br />shall work expeditiously to complete negotiations within that time period. <br />[intentionally left blank] <br />17439155v7 <br />