03-2024 - Authorize Development Agreement with LDC Warren LTD, LLC

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DocuSign Envelope ID: 92860B03-367C-49AA-BA95-OFDE6BFCF177 5. The Developer hereby agrees that the Indemnified Parties shall be reimbursed directly by the Developer, or if a sale of all or part of the Project occurs, from the Project or proceeds thereof for any Losses suffered or sustained by the Indemnified Parties as a result of Environmental Matters, until such time as the Indemnified Parties have been reimbursed in full. 6. The Developer hereby acknowledges that, as of the date hereof, the Indemnified Parties have not created, caused or contributed to the presence, Release or threatened Release of Hazardous Substances on, in or from the Project and further that the Indemnified Parties shall not function as an owner or operator of the Project notwithstanding any conflicting or contradictory provisions contained in the Agreements. The Developer further acknowledges that the release, hold harmless and indemnity as provided to the Indemnified Parties herein, are being provided in exchange for good and valuable consideration, including but not limited to the Indemnified Parties' providing financial accommodations to the Developer or its affiliates. XXVI. PROPERTY VALUE CONTESTS The City and the Developer acknowledge that Cuyahoga County, like all other counties in Ohio, has an established process by which property owners, school districts and certain other parties can challenge the value of their property for property tax purposes. Developer intends to consider the effect of changes in property values for all affected parties when participating in valuation challenges related to the Project, as either a complainant or a counter -complainant. XXVII. CONFIDENTIALITY To the extent provided to the City, and unless otherwise directed by court order, City will treat the loan documents, the equity investment documents, the commitments of any tenants or purchasers to the Project, the expected or actual tenant and ownership mix of the Project, any proformas, and any other information provided to the City and clearly marked "trade secret" as trade secrets and not as public records or information, and will not disclose such documents or information to any third party without the written consent of the Developer. The City will promptly notify the Developer of (a) any public records request made to it that seeks disclosure of such documents or information and (b) any court action filed against it to compel the disclosure of such documents or information. The City will reasonably cooperate with the Developer in defending any such court action. The Developer will defend City against any third party claim arising from the Developer's designation of certain records as exempt from public disclosure, and will hold harmless the City for any liability or award to a plaintiff for damages, costs and reasonable attorney's fees, incurred by the City by reason of such claim; provided, however, that the City has first provided prompt written notice to Developer of any such claim or potential claim, and Developer has not agreed to waive the prior designation of confidentiality with respect to the records in question within five (5) business days of Developer's receipt of such notice. 20