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to, any school compensation agreement and the Tax Increment Financing Agreement; (c) the <br />Development Plan for the Project shall be approved by the City pursuant to the MAMU <br />Ordinance and in accordance with this Agreement; and (d) all necessary building and other <br />permits have been issued by the City in connection with construction and development of the <br />Project. <br />"MAMU Ordinance" means Chapter 1150 of the Codified Ordinances of the City, as <br />adopted on June 10, 2025. <br />"MAMU Overlay District" means the Mall Area Mixed Use Overlay District established <br />by the MAMU Ordinance. <br />"Public Improvements" means those certain public streets, land, sidewalks, <br />improvements, materials, grading, site work, fixtures, retaining walls, sewers, utilities, <br />demolition, environmental remediation and other public infrastructure that will benefit and serve <br />the Development, and all real property interests relating thereto. <br />"School District" means the North Olmsted City School District, Ohio. <br />"Service Payments" means service payments in lieu of taxes in an amount equal to the <br />amount of real property taxes that would have been paid on the TIF Property were it not for the <br />tax exemption granted by TIF Ordinances pursuant to and in accordance with Ohio Revised <br />Code Section 5709.42. <br />"Settlement Payments" means the Service Payments, less any fees charged with respect <br />thereto by the County, actually received by the City. <br />"Tax Increment Financing Agreement" means any cooperative or tax increment financing <br />agreement entered into in connection with the Development by the City, Developer, any Affiliate <br />of the Developer, or any other party to the financing of the Development, as such agreement may <br />be amended from time to time, such cooperative or tax increment financing agreements to be <br />consistent with the terms and conditions of this Agreement unless otherwise agreed to in writing <br />by the parties. <br />"TIF Ordinance" has the meaning set forth in Section 5.2. <br />"TIF Property" means the portions of the Development Site that are subject to the TIF <br />Ordinance. <br />"TIF Statutes" means, collectively, Ohio Revised Code Sections 5709.40, 5709.41, <br />5709.42 and 5709.43. <br />Section 1.3 Interpretation. All Section headings and other titles and captions herein are <br />for convenience only, do not form a substantive part of this Agreement, and do not restrict or <br />enlarge any substantive provisions hereof. The term "including," when used in this Agreement, <br />means "including, without limitation," and shall be construed as a term of illustration, and not a <br />term of limitation. Whenever reference is made to a number of "days" in the computation of time <br />hereunder, such reference shall mean "calendar days" unless otherwise indicated. Wherever any <br />period of time is specified herein for the taking of any action or the giving of any notice, the <br />-4- <br />19575939-4 <br />