North Olmsted authorizes Mayor Jones to enter a development agreement with R6 Motors, Inc. for redevelopment of the former Sears site at Great Northern Mall into a Grocery Super Center with additional commercial uses. The agreement includes tax increment financing and demolition grants to support job creation under the Mall Area Mixed Use Overlay District.
Jun 11, 2026, 6:28 PM · manual-curation
CITY OF NORTH OLMSTED
ORDINANCE NO. 2026 -14
BY: Mayor Jones
AN ORDINANCE AUTHORIZING THE MAYOR TO ENTER INTO A
DEVELOPMENT AGREEMENT WITH R6 MOTORS, INC. FOR THE
PURPOSE OF ENCOURAGING ECONOMIC DEVELOPMENT
CONSISTENT WITH THE MALL AREA MIXED USE (111AMU) OVERLAY
DISTRICT
WHEREAS, R6 Motors, Inc. ("Developer"') is the owner of certain real property located
in the City of North Olmsted, Ohio, formerly known as the Sears Store and which comprises a
portion of Great Northern Mall, and is more particularly described and depicted on Exhibit A of
the Development Agreement (the "Development Site"); and
WHEREAS. the Developer has an interest in the pursuit of the redevelopment of the
Development Site as potential site of a Grocery Super Center and with associated gas
station/convenience store (the "Project") with additional commercial development on the balance
of the Development Site (collectively, the "Development"); and
WHEREAS, the City has determined that the development of all or a portion of the
Development Site and surrounding area by and through the Project and Development is in the best
interest of the City and the health, safety and welfare of its residents, and is necessary for the
purpose of the creation of jobs and employment opportunities in the City and to improve the
economic welfare of City residents; and
WHEREAS, after analysis, deliberation and review, the City formulated a strategy for
inducement of the Development to attract the Project to the Development Site that best embodies
the vision for the future of the City and its residents and has reflected such strategy in the Mall
Area Mixed Use ("MAMU") Overlay District, as adopted on June 10, 2025 as Chapter 1150 of the
Zoning Code (MAMU) Ordinance-,: and
WHEREAS, the City Council adopted the MAMU Ordinance to which the Development
Site is subject, which establishes the MAMU Overlay District and provides for development
regulations for building expansion and new construction that advances community goals in areas
where existing zoning does not adequately result in desired development; and
WHEREAS, the Developer has requested, and the City Council has, by adoption of this
Development Agreement, agreed to provide the City's support and aid in connection with the
redevelopment of the Development Site, including, but not limited to, the implementation of tax
increment financing and demolition grant award to support the Development: and
WHEREAS, Development of all or a portion of the Development Site will confer benefits,
including the creation of jobs and employment opportunities in the City, while encouraging
significant redevelopment in the surrounding area; and
WHEREAS. it is the desire of this Council to authorize the Mayor to enter into the
Development Agreement with the Developer, for the purpose of providing for development
incentives to induce the Project on the Development Site.
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF
NORTH OLMSTED, CLITAHOGA COUNTY, OHIO, TIM T
SECTION 1: That the Development Agreement, a copy of which is attached hereto and
marked as Exhibit "I", is hereby approved.
SECTION 2: The Mayor, for and in the name of this City, is hereby authorized to execute
and deliver the Development Agreement, attached as Exhibit 1, and any amendments thereto that
are not substantially adverse to the City and do not increase the percentage or number of years of
the tax abatement, provided further that the approval of changes, completions or amendments
thereto by that official, and their character as not being substantially adverse to the City, shall be
evidenced conclusively by the Mayor's execution thereof, This Council further hereby authorizes
the Mayor, the Director of Economic and Community Development, the Finance Director and the
Law Director, and other appropriate officers of the City, to sign those instruments and make those
arrangements as are necessary to carry out the purposes of this ordinance.
SECTION 3: This Council finds and determines that all formal actions of this Council
and any of its committees concerning and relating to the passage of this ordinance were taken in
an open meeting of this Council or any of its committees, and that all deliberations of this Council
and any of its committees that resulted in those formal actions were in meetings open to the public,
all in compliance with the law including ORC 121.22.
SECTION 4: That this Resolution shall take effect and be in force from and after the earliest
date provided for by law.
PASSED: 1-7-
r
A TTEST-
TRICE YL OR
Clerk of Council
MAYOR MCOL E DA ILE
Mayor
First Reading: 7 -.24.
Second Reading: 2
Third Reading
.717
Committee:
LO , J. BROSSARD
President of Council
APPROVED AS TO LEGAL FORM:
Isl Michael R. Gareau, Jr.
MICHAEL R. GAREAU, JR.
Director of Law
Noy.
Absent
EXHIBIT 1 l
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (this "Agreement") is entered into as of
, 2026 (the "Effective Date") by and between THE CITY OF NORTH
OLMSTED, OHIO, a municipal corporation and political subdivision of the State of Ohio (the
"City") and R6 MOTORS, INC., an Ohio corporation (the "Developer").
RECITALS
A. The Developer is the owner of certain real property located in the City of North Olmsted,
Ohio more particularly described and depicted on Exhibit A attached hereto and
incorporated herein (the "Development Site"), which comprises a portion of Great
Northern Mall.
B. The Developer has desires to pursue the redevelopment of the Development Site into a
[Grocery Super Center and associated gas station/convenience store] (the "Project") on
the portion of the Property depicted on Exhibit A attached hereto and incorporated herein
(the "Project Site") with additional commercial development on the balance of the
Development Site (collectively, the "Development").
C. The City has determined that the development of all or a portion of the Development Site
and surrounding area is in the best interest of the City and the health, safety and welfare
of its residents, and is necessary for the purpose of the creation of jobs and employment
opportunities in the City and to improve the economic welfare of City residents.
D. After analysis, deliberation and review, the City formulated a strategy for development of
the Property and surrounding area that best embodies the vision for the future of the City
and its residents and has reflected such strategy in the MAMU Ordinance (defined
below).
E. On June 10, 2025, the City Council adopted the MAMU Ordinance to which the
Development Site is subject, which establishes the MAMU Overlay District (defined
below) and provides development regulations for building expansion and new
construction that advances community goals in areas where existing zoning does not
adequately result in desired development.
F. The Developer has requested, and the City has agreed to provide, the City's support and
aid in connection with the redevelopment of the Development Site, including, but not
limited to, the implementation of tax increment financing to support the Development.
G. Development of all or a portion of the Development Site will confer benefits, including
the creation of jobs and employment opportunities in the City, while encouraging
significant redevelopment in the surrounding area.
H. The TIF Ordinance will provide that the owners of the TIF Property will make Service
Payments (defined below) with respect to the TIF Property.
I. The City and Developer desire to enter into this Agreement to provide for the
improvements contemplated under this Agreement, the collection of the Service
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Payments and to memorialize their mutual understandings with regard to the manner in
which the Development Site will be developed or redeveloped.
J. This Agreement is deemed essential to the design, development and construction of the
Development (each defined below).
K. The City Council adopted Ordinance No. r I on r 1, 2026,
determining that the development of the Development Site contemplated under this
Agreement will confer substantial benefits, including additional jobs and revenues, upon
the City and its constituents, approving the form of this Agreement, and authorizing the
City to enter into this Agreement on behalf of the City and to take or cause to be taken all
necessary and proper actions to effectuate the intent of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants,
agreements, and considerations set forth herein and for other good and valuable consideration,
the City and Developer hereby covenant and agree to the foregoing and as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.1 Recitals. The Recitals set forth above are hereby fully incorporated in this
Agreement and specifically made a part hereof, as if fully restated herein, and the same are
deemed to be fully effective between, and an expression of the agreements and understandings
of, the parties.
Section 1.2 Definitions. As used in this Agreement, the following terms have the
meanings provided below:
"5709.41 TIF Statutes" means, collectively, Ohio Revised Code Section 5709.41,
5709.42 and 5709.43.
"5709.41 TIF Exemption Year" means each tax year that the exemption granted pursuant
to the TIF Ordinance is effective.
"Affiliate" means an entity which controls, is controlled by, or is under common control
with, a Developer, whether by ownership of equity interests or voting power.
"Agreement" means this Development Agreement by and between the City and
Developer and dated as of the Effective Date, including all Exhibits, as the same may be
amended from time to time as provided herein.
"Applicable Laws" means all federal, state and local laws, statutes, ordinances, rules and
regulations applicable to the Development.
"Business Day" means all days, excluding (a) Saturday and Sunday, and (b) any day that
is a national holiday in the United States or a state holiday in the State of Ohio.
"City" means the City of North Olmsted, Ohio, a municipal corporation and political
subdivision of the State of Ohio.
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"City Council" means the City Council of the City.
"Commencement Date" means the date after satisfaction of the Initial Development
Conditions and on which the Developer has installed footers for the Project.
"Concept Plan" means the concept plan for the Development Site submitted by the
Developer and approved by City pursuant to the terms of the MAMU Ordinance.
"Conveyance Ordinance" has the meaning assigned to it in Section 5.2.
"County" means Cuyahoga County, Ohio.
"Demolition Grant" means an up to $600,000.00 reimbursement to the Developer for the
costs of demolition of the former Sears building located on the Development Site and will be
paid to the Developer upon the completion of and issuance of a temporary or permanent
certificate of occupancy for any portion of the Project.
"Developer" means R6 Motors, Inc., an Ohio corporation, its successors and/or assigns.
"Development Plan" means any development plan for all or a portion of the Development
Site approved in accordance with the terms of the MAMU Ordinance.
"Development Site" has the meaning assigned to it in Recital B and depicted on the map
included in Exhibit A attached hereto.
"Effective Date" has the meaning assigned to it in the preamble.
"Force Majeure Event" means any unforeseeable cause, event or circumstance beyond
Developer's reasonable control, including, but not limited to, acts of nature or of the public
enemy, acts of the federal, state or local government, acts or omissions of the City or any
employee, agent, contractor or consultant of the City, fires, floods, adverse weather delaying
construction of the Development, epidemics (including the COVID-19 epidemic), freight
embargoes, tariffs, unavailability or shortages of materials, delays in deliveries, delays in the
issuance of permits, strikes or delays of contractors, subcontractors, or materialmen due to any of
such causes, but not including any cause, event or circumstance caused by the financial capacity
of Developer or Developer's ability to obtain financing.
"Improvement" has the meaning set forth in Section 5709.41 of the Ohio Revised Code.
"Indebtedness" means any note, bond, instrument or other agreement evidencing a loan
to, or investment in Developer or the Development from Developer, an Affiliate of Developer or
any lender or investor for the payment of certain fees, costs and expenses relating to the
Development, all as more particularly described in the Tax Increment Financing Agreement.
"Initial Development Conditions" means, collectively, the following conditions: (a) City
Council shall have adopted the Conveyance Ordinance and the TIF Ordinances and any other
legislation necessary to authorize the terms and conditions of this Agreement, and such TIF
Ordinances and other legislation shall have become effective; (b) the City and the Developer
shall have entered into all agreements relating to the TIF Ordinances, including, but not limited
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to, any school compensation agreement and the Tax Increment Financing Agreement; (c) the
Development Plan for the Project shall be approved by the City pursuant to the MAMU
Ordinance and in accordance with this Agreement; and (d) all necessary building and other
permits have been issued by the City in connection with construction and development of the
Project.
"MAMU Ordinance" means Chapter 1150 of the Codified Ordinances of the City, as
adopted on June 10, 2025.
"MAMU Overlay District" means the Mall Area Mixed Use Overlay District established
by the MAMU Ordinance.
"Public Improvements" means those certain public streets, land, sidewalks,
improvements, materials, grading, site work, fixtures, retaining walls, sewers, utilities,
demolition, environmental remediation and other public infrastructure that will benefit and serve
the Development, and all real property interests relating thereto.
"School District" means the North Olmsted City School District, Ohio.
"Service Payments" means service payments in lieu of taxes in an amount equal to the
amount of real property taxes that would have been paid on the TIF Property were it not for the
tax exemption granted by TIF Ordinances pursuant to and in accordance with Ohio Revised
Code Section 5709.42.
"Settlement Payments" means the Service Payments, less any fees charged with respect
thereto by the County, actually received by the City.
"Tax Increment Financing Agreement" means any cooperative or tax increment financing
agreement entered into in connection with the Development by the City, Developer, any Affiliate
of the Developer, or any other party to the financing of the Development, as such agreement may
be amended from time to time, such cooperative or tax increment financing agreements to be
consistent with the terms and conditions of this Agreement unless otherwise agreed to in writing
by the parties.
"TIF Ordinance" has the meaning set forth in Section 5.2.
"TIF Property" means the portions of the Development Site that are subject to the TIF
Ordinance.
"TIF Statutes" means, collectively, Ohio Revised Code Sections 5709.40, 5709.41,
5709.42 and 5709.43.
Section 1.3 Interpretation. All Section headings and other titles and captions herein are
for convenience only, do not form a substantive part of this Agreement, and do not restrict or
enlarge any substantive provisions hereof. The term "including," when used in this Agreement,
means "including, without limitation," and shall be construed as a term of illustration, and not a
term of limitation. Whenever reference is made to a number of "days" in the computation of time
hereunder, such reference shall mean "calendar days" unless otherwise indicated. Wherever any
period of time is specified herein for the taking of any action or the giving of any notice, the
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period shall be computed by excluding the day upon which the period is specified to commence
and including the last day of the period specified. Whenever the time for performance of an
obligation occurs or expires on a day other than a Business Day, the time for performance
thereof shall be extended to the next Business Day.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1 Developer Representations and Warranties. Developer represents and
warrants to the City as follows as of the Effective Date:
(a) Developer is a corporation duly organized and validly existing and in good
standing under the laws of Ohio. Developer has the necessary power and authority to enter into
this Agreement, and this Agreement constitutes the valid and binding obligation of Developer in
accordance with its terms. This Agreement and the transactions contemplated hereby have been
approved by the members of Developer.
(b) Developer is not, and will not become, a person or entity with whom U.S.
persons are restricted from doing business with under the regulations of Office of Foreign Asset
Control ("OFAC"), the Department of Treasury (including those named on OFAC's Specially
Designated and Blocked Persons List) or under any statute, executive order (including the
September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions with
Persons Who Commit, Threaten to Commit, or Support Terrorism), the USA Patriot Act, or
other governmental action.
(c) There is no litigation pending for which it has received notice or, to its
knowledge, threatened in writing against or by Developer, wherein an unfavorable ruling or
decision is reasonably likely to adversely affect Developer's ability to carry out its obligations
under this Agreement.
Section 2.2 City Representations and Warranties. The City hereby represents and
warrants to the Developer as follows as of the Effective Date:
(a) The City has the necessary power and authority to enter into this Agreement, and
this Agreement constitutes the valid and binding obligation of the City in accordance with its
terms.
(b) There is no litigation pending for which it has been served notice or, to the
knowledge of the officers of the City signing this Agreement, threatened in writing against or by
the City, wherein an unfavorable ruling or decision is reasonably likely to adversely affect the
City's ability to carry out its obligations under this Agreement.
ARTICLE III
DEVELOPMENT SITE IMPROVEMENTS
Section 3.1 Public Improvements.
(a) The Public Improvements, if any, will include certain public access and parking
areas within the Development, land, sidewalks, improvements, materials, grading, site work,
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fixtures, retaining walls, sewers, utilities, demolition, environmental remediation and other
public infrastructure that will benefit and serve the Development.
(b) Public Improvements shall also include all traffic signals, control devices, signs,
right of way improvements, traffic regulating facilities, turn lanes and lane markings.
(c) Subject to the satisfaction of the Initial Development Conditions for the
Development, Developer shall be responsible for all costs associated with construction of the
Public Improvements, if any.
(d) Notwithstanding the foregoing, the parties do not contemplate that any streets
located within or serving the Development that are not currently dedicated to the City will be
dedicated to the City and no such streets shall require the City's acceptance thereof, unless
approved by the City in the City's sole discretion.
Section 3.2 Cooperation and Coordination. The parties hereto agree to cooperate with
each other to the fullest extent possible and mutually assist each other in the development and
construction of the Development. The City and Developer agree to timely meet, to conduct
meetings subject to public notice and hearing requirements as reasonably necessary and as
frequently as necessary to facilitate the construction of the Development as contemplated by this
Agreement and to act on all plans and specifications incorporated herein. In connection
therewith, upon the request of Developer, the City agrees to provide a letter of support to the
Developer evidencing the City's support of the Project.
ARTICLE IV
CONSTRUCTION OF THE DEVELOPMENT
Section 4.1 Compliance with Applicable Laws. Developer will cause each respective
portion of the Development to be constructed in conformity with (a) all Applicable Laws,
including without limitation, the MAW Ordinance and (b) with respect to any Public
Improvements, all City approved plans and specifications and procedures and any approved
changes thereto.
Section 4.2 Approval of Plans. For each phase of the Development, the Developer will
submit plans and specifications as required by the MAW Ordinance and by this Agreement.
Developer is responsible for obtaining and paying for all required City approvals and permits and
complying with all Applicable Laws with respect to each portion of the Development.
Section 4.3 Provision of Demolition Grant. Upon the completion of a portion of the
Project and the issuance of a temporary or permanent certificate of occupancy for such portion of
the Project, the City shall pay the Developer the Demolition Grant for a portion of the cost to
demolish the former Sears building located on the Development Site. City and Developer
covenant and agree to cooperate in good faith to negotiate and execute any additional
documentation, including without limitation, cost certificates, as may be required to be executed
to facilitate the use of the Demolition Grant for the foregoing purposes.
ARTICLE V
TAX INCREMENT FINANCING
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Section 5.1 Creation of TIF Incentives. The City and Developer acknowledge and
agree that the parties are contemplating tax increment financing for the Development to fund
construction costs of certain improvements to the Development Site by and through the 5709.41
TIF Statutes. The City and Developer agree to use their best efforts to pursue the adoption by
the City Council of the Conveyance Ordinance and TIF Ordinance (as defined and as described
in this Article V) in order to implement tax increment financing for all of the Development Site.
The City and the Developer will make their best efforts to cause the City Council to consider the
Conveyance Ordinance no later than r I and the TIF Ordinances no later than
1 1. The City and Developer shall agree upon the form of the TIF
Ordinance. The Service Payments collected pursuant to the TIF Ordinance shall be applied in
accordance with this Agreement, and any Tax Increment Financing Agreement, which shall be
consistent with the terms of this Agreement.
Section 5.2 TIF Ordinance. The City will pursue, as required by the 5709.41 TIF
Statutes, (a) the adoption of an ordinance by the City Council authorizing the City to take title to
the TIF Property pursuant to the City's urban redevelopment activities and then to re -convey the
TIF Property to or at the direction of Developer (the "Conveyance Ordinance"), and (b) the
adoption of an ordinance by the City Council that creates tax increment financing incentives
pursuant to Ohio Revised Code Section 5709.41 with respect to the TIF Property (the "TIF
Ordinance"). Neither the City nor Developer will permit third parties to access the TIF Property
during the City's period of ownership. After adoption of the Conveyance Ordinance, and prior
to the adoption of the TIF Ordinance, and subject to the Developer's indemnification of the City,
Developer and the City will enter into a mutually acceptable agreement to convey, or cause the
conveyance of, title to the TIF Property to the City and the City will re -convey title to the TIF
Property to or at the direction of Developer by quitclaim deed for the further development of the
Development Site in accordance with this Agreement. The City will cause the TIF Ordinance to
(i) declare one hundred percent (100%) of the increase in the assessed value of the TIF Property
subsequent to the acquisition of the TIF Property by the City (the "Improvements") to be a public
purpose and exempt from taxation for a period of up to thirty (30) years in accordance with the
TIF Statutes, and (ii) specify that payments in lieu of taxes provided for in Ohio Revised Code
Section 5709.42 shall be paid to the School District in the amount of the taxes that would have
been payable to the School District if the Improvements had not been exempted from taxation.
The exemption provided for under the TIF Ordinance shall not take effect as to the
Improvements for each parcel included within the TIF Ordinance until the first tax year an
Improvement to such parcel attributable to a new structure appears on the tax list and duplicate
for such parcel.
Section 5.3 Covenants to Make Pavments in Lieu of Taxes with Respect to the
Provertv.
(a) For the period that all or part of the Improvements are exempt from real property
taxation (the "Exemption Period") pursuant to the TIF Statutes, and pursuant to the TIF
Ordinance, the owner of any portion of the TIF Property shall make semiannual Service
Payments. Such Service Payments shall be made semiannually to the Cuyahoga County Fiscal
Officer (or to his or her designated agent for collection of the Service Payments) on or before the
date on which real property taxes would otherwise be due and payable for the Improvements.
Any late Service Payments shall bear interest and shall be subject to penalties at the same rate
and in the same amount and payable at the same time as delinquent taxes. Each semiannual
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Service Payment shall be in the same amount as the real property taxes that would have been
charged and payable against the Improvements on the TIF Property had an exemption from
taxation not been granted. The obligations of the owner to make the Service Payments shall be
unconditional, and shall not be terminated for any cause, and there shall be no right to suspend or
set off such Service Payments for any cause, including without limitation any acts or
circumstances that may constitute failure of consideration, destruction of or damage to the
Development, commercial frustration of purpose, or any failure by the City to perform or
observe any obligation, or covenant, whether express or implied, arising out of or connection
with this Agreement.
(b) It is intended and agreed, that the covenants provided in this Section 5.3 shall be
covenants running with the land and that they shall, in any event and without regard to technical
classification or designation, legal or otherwise, be binding to the fullest extent permitted by law
and equity, for the benefit and in favor of and enforceable by, the City, against an owner,
whether or not this Agreement remains in effect or whether or not such provision is included by
an owner in any succeeding deed by such owner conveying any real property comprising all or a
portion of or interest in the TIF Property. It is further intended and agreed that these agreements
and covenants shall remain in effect for the full period of exemption permitted in accordance
with the requirements of the TIF Statutes and the TIF Ordinance.
Such covenants running with the land and the exemption on the TIF Property described
herein and in the TIF Ordinance shall have priority over any other lien or encumbrance or
property tax exemption on the TIF Property, except those approved by the City.
Section 5.4 Declaration of Covenants. The TIF Property shall be made subject to the
covenants running with the land provided in Section 5.3 hereof, by the execution and recording
by the applicable Developer (or its successor) of one or more declarations of covenants (each, a
"Declaration"), in substantially the form attached hereto as Exhibit B, with respect to the TIF
Property, and which Declaration shall be executed by the applicable Developer and recorded in
the official records of Cuyahoga County as soon as possible following the execution of this
Agreement or after the passage of the TIF Ordinance if not already passed, and prior to any
subsequent conveyance of any portion of the TIF Property, or any portion of or interest in the
TIF Property and prior to commencement of any construction on the TIF Property. The
Declarations and said covenants shall be specifically enforceable by the City against the
applicable Developer and any subsequent owner of the TIF Property by mandatory injunction
and/or any other remedy at law or in equity.
Section 5.5 TIF Exemption. The City agrees to execute, if and as necessary, one or
more applications for the exemption to be granted pursuant to the TIF Ordinance.
Section 5.6 Application of Service Pavments. No later than ten (10) business days
following the City's receipt of the semi-annual distribution of Settlement Payments, the City will
apply all Settlement Payments that it has received attributable to the Development since the prior
application of such funds in the following order of priority:
(i) To the City for the payment or reimbursement of the costs incurred by the
City in performing its obligations under this Agreement, not to exceed $r per
year.
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(ii) After the Commencement Date has been achieved and for each tax year
during the 30 year exemption term that the exemption granted pursuant to the TIF
Ordinance is in effect, all remaining amounts to the Developer.
Section 5.7 Statutory Compliance. The City and Developer shall cooperate in good
faith to ensure compliance with all applicable requirements of the TIF Statutes necessary to
establish the TIF Ordinances contemplated under this Agreement.
ARTICLE VI
MORTGAGEE PROTECTIONS
Section 6.1 MortRaRee Protections. The City acknowledges and agrees that this
Agreement neither prevents nor limits the Developer from encumbering all or any portion of the
Development Site or improvement thereon by any mortgage or other security device securing
financing with respect to the Development Site. The City acknowledges that the lender(s)
providing such financing may require certain Agreement interpretations and modifications and
agrees upon request, from time to time, to meet with the Developer and representatives of such
lenders to negotiate in good faith any such request for interpretation or modification.
Notwithstanding anything herein to the contrary, all Mortgagees shall be entitled to the following
rights and privileges:
(a) Neither entering into this Agreement nor a breach of this Agreement shall defeat,
render invalid, diminish or impair the lien of any mortgage on the Development Site or any
portion thereof or any improvement thereon made in good faith and for value;
(b) A Mortgagee that has submitted a request in writing to the City in the manner
specified herein for giving notices is entitled to receive written notification from the City of any
default by a Developer within ten (10) days of sending notice of such default to the Developer;
(c) Upon a Mortgagee's receipt of notice of Developer's default from the City, such
Mortgagee shall have the right, but not the obligation, to cure the default during any cure period
remaining under this Agreement, but in no event less than thirty (30) days, except that as to a
default requiring title or possession of all or any portion of the Development Site or
improvement thereon to effectuate a cure, if the Mortgagee timely cures all defaults which do
not require possession to effectuate a cure and commences foreclosure proceedings to acquire
title to all or any portion of the Development Site or improvement thereon within ninety (90)
days after receipt from the City of the written notice of default and thereafter diligently and
continuously prosecutes such foreclosure to completion, the Mortgagee shall be entitled to cure
such default after obtaining title or possession provided that such Mortgagee does so promptly
and diligently after obtaining title or possession;
(d) Any Mortgagee who comes into possession of all or any portion of the
Development Site or improvement thereon pursuant to foreclosure of the mortgage or deed in
lieu of foreclosure takes possession subject to the terms of this Agreement; and
(e) Notwithstanding any other provision of this Agreement to the contrary, no
Mortgagee shall have an obligation or duty under this Agreement to perform any of the
Developer's obligations or other affirmative covenants of the Developer hereunder, or to
guarantee such performance.
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ARTICLE VII
DEFAULT; REMEDIES
Section 7.1 In General. Except as otherwise provided in this Agreement, in the event
of any default under or breach of this Agreement by any party hereto, or any successor to such
party, such party (or successor) shall, upon written notice from the other, proceed immediately to
cure or remedy such default or breach within thirty (30) days after receipt of such notice, or in
the event the default or breach cannot be cured within thirty (30) days, such longer prior of time
as may be reasonable, but in no event longer than one hundred twenty (120) days after receipt of
the notice, unless otherwise agreed in writing by the parties. In case such action is not taken or
not diligently pursued, or the default or breach is not cured or remedied within such times as set
forth in this paragraph, the aggrieved party may institute such proceedings as may be necessary
or desirable in its opinion to cure and remedy such default or breach, including proceedings to
compel specific performance by the party in default or breach of its obligations. For the
purposes of clarity and the avoidance of doubt, in no event shall a default by one Developer
under this Agreement be a default by another Developer hereunder.
Section 7.2 Force Maieure. Except as otherwise specifically provided herein,
Developer shall not be considered in default of its obligations to be performed under this
Agreement if delay in the performance of such obligations is due to a Force Majeure Event, it
being the purpose and intent of this Section that in the event of the occurrence of any such Force
Majeure Event, the time or times for performance of such obligations shall be extended for the
period of the enforced delay.
Section 7.3 Bankruptcy. Without limiting the generality of Section 7.1, it is an event
of default with respect to a Developer hereunder if such Developer:
(a) makes any assignment of its property for the benefit of creditors;
(b) permits the appointment of a receiver, trustee or assignee with respect to all or
substantially all of its assets;
(c) declares bankruptcy or insolvency; or
(d) has any bankruptcy proceedings commenced by or against it, provided, however,
the commencement of an involuntary proceeding against a Developer shall not be an event of
default if dismissed within sixty (60) days following commencement.
Section 7.4 Other Rights and Remedies; No Waiver by Delay. The City and each
Developer have the right to institute such actions or proceedings as they may deem desirable for
effectuating the purposes of this Article; provided, that any delay by the City or a Developer in
instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under
this Article shall not operate as a waiver of such rights or to deprive it of or limit such right in
any way, nor shall any waiver in fact made by the City or a Developer with respect to any
specific default by the City or a Developer under this Article be considered or treated as a waiver
of the rights of the City or a Developer with respect to any other defaults by the City or a
Developer under this Article or with respect to the particular default except to the extent
specifically waived in writing.
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ARTICLE VIII
ASSIGNMENT OR TRANSFER
Section 8.1 Assignment by Developer. Notwithstanding the foregoing, Developer may
assign this Agreement to any of the following without the consent of the City: (a) any lender
providing construction, permanent, or mezzanine financing relating to the development of any
portion of the Development Site; and (b) an Affiliate of any Developer. Developer shall provide
written notice to the City of any such assignment.
Section 8.2 Transfers of Development Site. Developer shall have the right to sell,
assign, convey, transfer, pledge, mortgage, encumber or ground lease all or any portion of the
Development Site owned by Developer (the "Transfer"), without the prior consent or approval of
the City. In connection with any such Transfer, Developer shall have the right to assign rights to
any payments under Section 5.6 above to a transferee of such Transfer
ARTICLE IX
MISCELLANEOUS
Section 9.1 Notices. Any notice or communication between the parties required or
permitted to be given under this Agreement shall be deemed sufficiently given if delivered
personally, if mailed by U.S. registered or certified mail or if by Federal Express or other
overnight courier service, and addressed as follows:
If to the City:
If to the Developer:
Any notices and other communications to be delivered by either party to the other pursuant to
this Agreement shall be in writing and shall be deemed delivered as follows, except as otherwise
specifically provided in this Agreement: (a) when hand delivered; (b) one (1) Business Day after
mailing by Federal Express or other overnight courier service; or (c) three (3) Business Days
after deposit in the United States mail by registered or certified mail, postage prepaid, return
receipt requested, addressed to the party to be charged with notice at the above -recited address or
such other address as either party from time to time may designate by notice delivered to the
other; provided, however, that no notice of change of address shall be deemed given until
received by the party to be notified. Notwithstanding anything contained herein to the contrary, a
notice given by either party's attorney shall be deemed to be properly delivered by a party under
the provisions of this Section 9.1.
Section 9.2 Term. Unless earlier terminated in accordance with the terms of this
Agreement, this Agreement shall terminate upon the expiration of the Exemption Period.
Notwithstanding the termination of this Agreement upon the expiration of the Exemption Period,
any Service Payments received by the City shall continue to be applied in accordance with the
terms of Section 5.6 of this Agreement.
Section 9.3 Entire Agreement. This Agreement and the exhibits referred to herein, all
of which are attached hereto and made a part hereof, embody and constitute the entire
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understanding between the parties with respect to the transactions contemplated herein, and all
prior agreements, understandings, representations, and statements, oral or written, by and
between the City and Developer, are superseded and merged into this instrument, and shall be
null, void and of no further force and effect from and after the Effective Date.
Section 9.4 CaDtions. The captions of the Articles and Sections of this Agreement are
inserted for convenience only and shall not be deemed to constitute a part of this Agreement or
in any manner limit or define the terms and provisions of this Agreement.
Section 9.5 Modification/Amendment. None of the provisions hereof may be waived,
modified, amended, discharged, or terminated except by an instrument in writing signed by the
parry against which the enforcement of such waiver, modification, amendment, discharge, or
termination is sought, and then only to the extent set forth in such instrument.
Section 9.6 Governing Law; Waiver of Jury Trial. This Agreement shall be governed
by the laws of the State of Ohio. The parties hereby waive any right to trial by jury.
Section 9.7 Time. Time is of the essence in the performance of each and every term,
condition and covenant contained in this Agreement.
Section 9.8 Counterparts. This Agreement may be executed in counterpart, and in
several counterparts, each of which shall be regarded as an original and all of which shall
constitute but one and the same Agreement. Counterparts executed, transmitted or stored by
electronic means (such as e-mailed .pdfs or DocuSign counterparts) shall be deemed original
counterparts.
Section 9.9 Construction. This Agreement shall not be construed more strictly against
one party than against the other.
Section 9.10 Severabilitv. If anyone or more of the provisions hereof are for any reason
held to be invalid, illegal, or unenforceable in any respect, then this Agreement shall be
construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
Section 9.11 Further Assurances. Subject to the express terms and conditions of this
Agreement, each party shall take such actions and provide to the other such assurances as may be
reasonably requested to consummate the proceedings contemplated hereby, including providing
such further documents or instruments reasonably requested by the other party as may be
reasonably necessary to effect the purpose of this Agreement and carry out its provisions. The
provisions of this Section shall not operate to expand or enlarge the specific obligations of either
the City or Developer expressly set forth in this Agreement.
Section 9.12 Individual Liabilitv. No member, official, or employee of the City or any
of the City's boards or commissions shall be personally liable to Developer or any successor in
interest, in the event of any default or breach by the City or for any amount which may become
due to Developer or successor or on any obligation under the terms of this Agreement. No
member, shareholder, representative, manager or employee of Developer shall be personally
liable to the City or any successor in interest, in the event of any default or breach by Developer
or for any amount which may become due to the City or successor or on any obligation under the
terms of this Agreement.
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Section 9.13 Indemnification. The City assumes no liability for the actions of the
Developer under this Agreement. The Developer agrees to fully indemnify and hold harmless the
City against any and all liability, loss, damage, or expense, including without limitation,
reasonably attorneys fees, which the City may sustain or be required to pay as a result of any
knowingly wrongful or negligent acts of the Developer in performance of its services and
obligations under this Agreement. The Developer agrees that in order to protect itself as well as
the City under the indemnification provision set forth above, it will obtain and keep in full force
and effect at all times during the term of this Agreement, a liability insurance policy issued by a
company authorized to do business in the State of Ohio and approved by the City with liability
coverage in the amount of $ . Said policy shall name the City as an additional
insured. The obligation of the Developer under this paragraph shall survive the termination of
this Agreement.
Section 9.14 Recording. A memorandum of this Agreement, acceptable to the City and
Developer, shall be recorded in the land records of Cuyahoga County, Ohio.
Section 9.15 Agreement Runs with the Land. All of the provisions, terms, covenants,
and obligations contained in this Agreement shall be binding upon the parties and their
respective heirs, successors and assignees, and all other persons acquiring all or a portion of the
Development Site, whether by operation of law or in any matter whatsoever.
Section 9.16 Provisions Not Merged With Deed. None of the provisions of the
Agreement are intended to or shall be merged by reason of any deed transferring title to or from
the City to Developer or any successor in interest, and any such deed shall not be deemed to
affect or impair the provisions and covenants of this Agreement.
Section 9.17 Citv Approvals. Any provision of the Agreement requiring the approval of
the City, satisfaction or evidence of satisfaction of the City, or certification or opinion of the
City, shall be interpreted as requiring action by the Mayor granting, authorizing, or expressing
such approval, satisfaction, certification, or opinion, as the case may be, unless such provision
expressly provides otherwise, or unless authorization for such approval is required by the City
Council under applicable law.
Section 9.18 No Partnership. This Agreement does not and may not be construed to
create a partnership or joint venture between the City and Developer.
[Signature pages follow]
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This Agreement is entered into as of the Effective Date.
City:
THE CITY OF NORTH OLMSTED
By:
Name:
Title:
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
This is an acknowledgement clause. No oath or affirmation was administered to the
signer.
The foregoing instrument was acknowledged before me this day of
2026, by , the of The City of North Olmsted,
Ohio.
Notary Public
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19575939-4
Developer:
R6 MOTORS, INC.
By:
Name:
Title:
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
This is an acknowledgement clause. No oath or affirmation was administered to the
signer.
The foregoing instrument was acknowledged before me this day of
2026, by , the of R6 Motors, Inc., on behalf of
the corporation.
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19575939-4
Notary Public
FISCAL OFFICER'S CERTIFICATE
As fiscal officer of the City of North Olmsted, Ohio, I certify that the amount required to
meet the obligations of the City under the attached Agreement for 2026 has been lawfully
appropriated for such purpose, and is in the treasury of the City or in the process of collection to
the credit of an appropriate fund, free from any previous encumbrances. The Certificate is given
in compliance with Sections 5705.41 and 5705.44 of the Ohio Revised Code.
Dated: 2026
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19575939-4
Director of Finance
Exhibit A
Description and Depiction of Real Property Comprising the Development Site
103969331-11)
19575939-4
Exhibit B
Form of Declaration
FORM OF DECLARATION OF COVENANTS
Tax Increment Financing
This Declaration of Covenants (the "Declaration") which is to be effective as of
, is entered into by f 1 LLC, an Ohio
limited liability company ("Owner") having a mailing address of Ohio
under the circumstances summarized in the following recitals.
WITNESSETH:
WHEREAS, the Owner has acquired certain real property located in the City of North
Olmsted, Cuyahoga County, Ohio and described in Exhibit A attached hereto (the "Property");
and
WHEREAS, the Owner intends to cause the development of the Property by the
construction of a r I (the "Project"); and
WHEREAS, the City has determined that certain commercial improvements are a public
purpose; and
WHEREAS, the City of North Olmsted has determined that it is necessary and in the best
interests of the City to provide for the making of service payments in lieu of taxes by the Owner
and any successors in interest with respect to the Property, pursuant to and in accordance with
Ohio Revised Code Sections 5709.41, 5709.42 and 5709.43 (the "Act"); and the City has passed
its Ordinance No. on pursuant to the Act (the "TIF Ordinance"),
and declared that 100% of the increase in assessed value of the Property and any individual
parcels thereof after the date of the TIF Ordinance is a public purpose and will be exempt from
real property taxation for a period of 30 years commencing the first tax year an improvement to
such parcel attributable to a new structure appears on the tax list and duplicate for such parcel
and ending on the earlier of (1) the date the Improvements on the Property have been exempted
from taxation for a period of 30 years or (2) the date on which the City can no longer require
service payments in lieu of taxes, all in accordance with the requirements of the Act.
WHEREAS, to implement the TIF Ordinance and the Act, the City of North Olmsted and
the Owner entered into a Development Agreement dated as of , 2026 (the "Development
Agreement"), which Development Agreement includes covenants by the Owner to make
semiannual service payments in lieu of taxes with respect to the property comprising the Project
pursuant to the Act, and to execute, file and record this Declaration.
19575939-4
NOW, THEREFORE, pursuant to the Development Agreement, the Owner, as owner of
the Property, hereby declares and agrees for itself and any of its successors, and for every
successor in interest to the Property, or any individual parcel thereof or interest therein, as
follows:
1. For the period that all or part of the "Improvements" with respect to the Property
("Improvements" shall have the meaning as defined in Ohio Revised Code Section 5709.41) are
exempt from real property taxation (the "Exemption Period") pursuant to the Act and the TIF
Ordinance and any additional ordinances amending or supplementing the TIF Ordinance,
heretofore or hereafter adopted, the Owner, for itself and any successors in interest to the
Property, or any part thereof or interest therein, hereby agrees to make semiannual service
payments in lieu of taxes (the "Service Payments") with respect to the exempted portion of the
Improvements pursuant to and in accordance with the requirements of the Act, and pursuant to
the TIF Ordinance and any amendments or supplements thereto. Such Service Payments shall be
made semiannually to the Cuyahoga County Fiscal Officer (or to his designated agent for
collection of the Service Payments) on or before the date on which real property taxes would
otherwise be due and payable for the Improvements.
2. The Owner agrees that any late Service Payments shall bear interest and shall be
subject to penalties at the same rate and in the same amount and payable at the same time as
delinquent taxes. Each semiannual Service Payment shall be in the same amount as the real
property taxes that would have been charged and payable against the Improvements had an
exemption from taxation not been granted, and otherwise shall be in accordance with the
requirements of the Act.
3. The Owner agrees that the exemption from real property taxation for the
Improvements authorized by the Act and the TIF Ordinance shall be superior to any other
exemption with respect to the Property or portion of the Property granted under any other
provision of the Ohio Revised Code. Accordingly, the Owner agrees to prepare and file, in
cooperation with the City, all necessary applications and supporting documents to obtain the
exemption from real property taxation for the Improvements authorized by the Act and the TIF
Ordinance as soon as possible following execution of this Agreement. The Owner further
agrees, for itself and any successor in interest to the Property, to refrain from filing any
application for exemption that would conflict with the exemption authorized by the Act and the
TIF Ordinance.
4. It is intended and agreed, and it shall be so provided by the Owner in any future deed
from the Owner conveying the Property or any part thereof, unless the parcel is described in this
Declaration, that the covenants provided in this Declaration shall be covenants running with the
land and that they shall, in any event and without regard to technical classification or
designation, legal or otherwise, be binding to the fullest extent permitted by law and equity, for
the benefit and in favor of and enforceable by, the City, against the Owner and its successors in
interest, to all of the Property or any part hereof or interest therein, including, without limitation,
any grantee in a conveyance of the Property or any part thereof through judicial process, whether
or not the Development Agreement remains in effect or whether or not such provision is
included by the Owner in any succeeding deed by the Owner to its successors in interest to the
Property. It is further intended and agreed that these agreements and covenants shall remain in
19575939-4
effect for the full period of exemption permitted in accordance with the requirements of the Act
and the City's TIF Ordinance and any other ordinances enacted pursuant thereto.
5. This Declaration shall terminate upon the expiration of the Exemption Period
referred to in Section 1 hereof and the full payment of all Service Payments payable with respect
to such Exemption Period.
IN WITNESS WHEREOF, the Owner has caused this Declaration to be executed and
delivered by its duly authorized officer as of the day of ,
Name:
Title:
[Notary Page and Exhibits to be added]
19575939-4
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