City Council

City of Middleburg Heights, Ohio Council Agenda June 24, 2025 5:55 P.M. PUBLIC HEARING Planned Mixed Use Development Meijer, 6950 W. 130“’ Street 6:00 P.M. REGULAR MEETING CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE Minutes of the Regular Meeting of June 10,2025 COMMUNICATIONS Notice to Legislative Authority from Ohio Division of Liquor Control requesting new permit to Land and Sea Bistro, 7571 Pearl Road. No objection from Police Chief Tomba. AUDIENCE PARTICIPATION APPOINTMENTS AND CONFIRMATIONS ORDINANCES. RESOLUTIONS AND MOTIONS 1. City Parks, Recreation & Services Committee - Mr. Ali, Chairman 2. Finance, Tsixation & Assessments Committee - Mr. Bortolotto, Chairman 3. Legislation & Rules Committee - Mr. Zakel, Chairman 4. Public Health, Safety & Relief Committee - Mr. McGregor, Chairman 5. Public Improvements Committee - Mr. Sage, Chairman 6. Streets, Utilities & Railroad Committee - Mr. Meany, Chairman 7. Zoning & Building Code Committee - Mr. Ference, Chairman MAYOR’S REPORT 1. Law Director 2. Finance Director 3. Recreation Director 4. Economic Development Director 5. Service Director ADJOURNMENT  City of Middleburg Heights, Ohio JUNE 24, 2025 Council Agenda PAGE 2 UN-NUMBERED LEGISLATION INTRODUCED BY COUNCIL PRESIDENT BORTOLOTTO A Resolution authorizing the service director to trade-in truck parts no longer needed by the Middleburg Heights Service Department for credit towards the purchase of used/new condition truck beds. INTRODUCED BY COUNCILMAN MEANY An Ordinance authorizing the mayor to enter into an agreement with TitleCo Title Agency to connect to the sanitary main on Pearl Road in the City of Middleburg Heights. INTRODUCED BY COUNCILMAN FERENCE An Ordinance approving the Meijer Stage 2 PMU Development Plan and authorizing the mayor to enter into a Development Agreement with Meijer Stores Limited Partnership. INTRODUCED BY MAYOR CASTELLI A Resolution authorizing the mayor to enter into an agreement with ProQuality Demolition for the abatement and demolition of the former Burlington Coat Factory Building. INTRODUCED BY MAYOR CASTELLI An Ordinance to make supplemental appropriations for current expenditures and expenses for the City of Middleburg Heights for the calendar year 2025. INTRODUCED BY MAYOR CASTELLI An Ordinance authorizing the mayor and finance director to enter into a contract with Sealed LLC. INTRODUCED BY MAYOR CASTELLI Approving the assignment of the Tax Increment Financing Agreement between the City of Middleburg Heights and Pearl Partners LLC; and declaring an emergency.  OHIO DIVISION OF LIQUOR CONTROL NOTICE TO LEGISLATIVE 6606 TUSSING ROAD, P.O. BOX 4005 AUTHORITY REYNOLDSBURG, OHIO 43068-9005 (6141644-2360 FAX(614)644-3166 TO 5004022 NEW LAND & SEA BISTRO LLC PERMIT NMMSFB TVPP 7571 PEARL RD iRRiic njTC MIDDLEBURG HGTS OH 44130 05 01 2025 FILING naTF D2 PERMIT n aggpg 18 352 : E52790 Tfly nKTRIGT RECEIPT NQ FROM 06/03/2025 PERMIT MIMRFR TVPE IPRIIE DATE g|l ING nflTF PERMIT CLAPPER TAX niSTRICT RECEIPT NO MAILED 06/03/2025 RESPONSES MUST BE POSTMARKED NO LATER THAN. 07/07/2025 IMPORTANT NOTICE PLEASE COMPLETE AND RETURN THIS FORM TO THE DIVISION OF LIQUOR CONTROL \A/HETHER OR NOT THERE IS A REQUEST FOR A HEARING. C NEW 5004022 REFER TO THIS NUMBER IN ALL INQUIRIES (TRANSACTION & NUMBER) (MUST MARK ONE OF THE FOLLOWING) WE REQUEST A HEARING ON THE ADVISABILITY OF ISSUING THE PERMIT AND REQUEST THAT THE HEARING BE HELD I I IN OUR COUNTY SEAT. I I IN COLUMBUS. WE DO NOT REQUEST A HEARING. CJ DID YOU MARK A BOX? IF NOT, THIS WILL BE CONSIDERED A LATE RESPONSE PLEASE SIGN BELOW AND MARK THE APPROPRIATE BOX INDICATING YOUR TITLE; (Signature) (Title)-CD Clerk of County Commissioner (Date) I I Clerk of City Council I I Township Fiscal Officer CLERK OF MIDDLEBURG HGTS CITY COUNCIL ATTN; CLERK OF COUNCIL 15700 BAGLEY RD MIDDLEBURG HGTS OHIO 44130 OLC 4052 REV. 03/09  DELIVERED JUN 1 8 2025 CITY OF MIDDLEBURG HEIGHTS, OHIO Resolution No. 2025- introduced By: Mr. Bortototto A RESOLUTION AUTHORIZING THE SERVICE DIRECTOR TO TRADE-IN TRUCK PARTS NO LONGER NEEDED BY THE MIDDLEBURG HEIGHTS SERVICE DEPARTMENT FOR CREDIT TOWARDS THE PURCHASE OF USED/NEW CONDITION TRUCK BEDS WHEREAS, the Service Department has truck parts; bumpers, tailgates, and a truck bed with gate that it has no use for, and no longer serves any municipal purpose; and WHEREAS, Southern Parts Connect has provided a quote for trade-in value on truck parts that the Service Department has no use for to be used toward the purchase of used/new condition truck beds; and WHEREAS, by trading-in truck parts for credit towards the purchase of used/new condition truck beds extends the useful life of the Service Department fleet; and WHEREAS, the Service Director has recommended that the quote from Southern Parts Connect be accepted. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF MIDDLEBURG HEIGHTS, STATE OF OHIO, AS FOLLOWS: Section 1: That the Service Department Is hereby authorized to trade-in equipment, which no longer serves any Service Department or municipal purpose, to Southern Parts Connect for credit towards the purchase of used/new condition truck beds for the Service Department fleet. Section 2: It is hereby found and determined that all formal actions of this Council concerning and relating to the passage of this Resolution were adopted in an open meeting of this Council, and that all deliberations of this Council and any of its committees that resulted in such formal actions were in meetings open to the public, in compliance with all legal requirements, including Chapter 107 of the Middleburg Heights Code and Section 121.22 of the Ohio Revised Code. Passed: President of Council Attest: Approved On: Clerk of Council Presented to Mayor: Mayor Yea Nay Bortolotto Ali Sage Meany McGregor Ference Zakel  SOUTHERNPARTSCDNNECT.COM SIS.33S.7801 <■ Mott aSouliiernPaftsCoiinccl.com nnect Quote #0136 PREPARED FOR PREPARED DATE June 4, 2025 City of Middleburg Heights Tim Roaianowski Tromanow5ki@mid(Hebureheights.com 216-894-2761 ITEM PRICE TOTAL (1) 99-10 P250/350 Oft SRW Bed assembly $3,00U (1) 11-16 F250/350 8ft SRW Bed asseiubly $3,boo (2) 08 16 Chrome Rear Bumper Assembly w/o Sensors $/UU $7,200 TRADE IN VALUE, FOR CREDIT (6) Rear Bumpers -$500 (10) Tailgates ●●$1,500 (1) 2024 l-ord 6.5ft bod w gate. Oxford white. $1,200 $3,200 TOTAL $4,000 SPECIALIZING IN RUST-FREE SOUTHERN FORD SUPER DUTY' BODY PARTS  DELIVERED JUN 1 8 2025 CITY OF MIDDLEBURG HEIGHTS, OHIO Ordinance No. 2025- Introduced By: Mr. Meany Co-Sponsors: Mr. ALi, Mr. McGregor AN ORDINANCE AUTHORIZING THE MAYOR TO ENTER INTO AN AGREEMENT WITH TitleCo TITLE AGENCY TO CONNECTTO THE SANITARY MAIN ON PEARL ROAD IN THE CITY OF MIDDLEBURG HEIGHTS WHEREAS, the City of Middleburg Heights received a request from TitleCo Title Agency, a property owner along the east side of Pearl Road south of Bagley Road, for a “road cut” which is required to connect to a sanitary sewer line, and WHEREAS, the property owner desires to upgrade from a septic system to a connection to the sanitary sewer system which requires a “road cut” across Pearl Road; and WHEREAS, this property is adjacent and near to other residential and commercial properties currently serviced by septic systems; and WHEREAS, the City desires to simplify access to the sanitary system without multiple disruptive “road cuts” for each potential connection to the sanitary system; and WHEREAS, the property owner has agreed to increase the size and capacity of the connection line to be placed across Pearl Road in a manner that will allow sufficient capacity for adjacent and nearby property owners to connect to the sanitary sewer line along Pearl Road without the need for additional “road cuts” on Pearl Road; and WHEREAS, the City agrees to provide partial reimbursement to the property owner or the property owner’s contractor in an amount equal to 50% of the cost of the Project or $60,000.00, whichever is less. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF MIDDLEBURG HEIGHTS, STATE OF OHIO, AS FOLLOWS: Section 1: That the Mayor is hereby authorized to enter into an agreement with TitleCo Title Agency upon the terms and conditions the same or similar to “Exhibit A”, a copy of which is attached hereto. Section 2: That the City shall agree to reimburse TitleCo Title Agency upon satisfactory completion of the project work done in extending the sanitary sewer line connection across Pearl Road in an amount not exceeding the lesser of 50% of the cost of the Project or $60,000.00. Section 3: It is hereby found and determined that all formal actions of this Council concerning and relating to the passage of this Ordinance were adopted in an open meeting of this Council, and that all deliberations of this Council and any of its committees that resulted in such formal actions were in meetings open to the public, in compliance with all legal requirements, including Chapter 107 of the Middleburg Heights Code and Section 121.22 of the Ohio Revised Code. Passed: President of Council Attest: Approved On: Clerk of Council Presented to Mayor: Mayor Yea Nay Bortolotto Ali Sage Meany McGregor Ference Zakel  AGREEMENT THIS AGREEMENT is made by and between, the City of Middleburg Heights, Cuyahoga County, Ohio (hereinafter referred to as '‘CITY”) and TitleCo Title Agency Ltd, 7281 Pearl Road, Middleburg Heights, Ohio 44130 (hereinafter referred to as "OWNER"). WITNESSETH WHEREAS, OWNER desires to install certain sanitary sewer line connection improvements in. over and upon Pearl Road and the right of way in the CITY, adjacent to and for the benefit of owner’s property in the City of Middleburg Heights, PPN: 374-06-002 to connect to the sanitary main on Pearl Road in the CITY. Said improvements shall be in accordance with a utility/plot connection plan and specifications which shall be prepared by the OWNER and submitted to and approved by the City of Middleburg Heights Engineer, the Cuyahoga County Department of Public Works (Cuyahoga County), and any other applicable or required agency; and WHEREAS, the Owner desires that the sanitary sewer service for the said property of OWNER be connected to the sanitary sewer system of the CITY. NOW THEREFORE, in consideration of the mutual terms, covenants, conditions and benefits contained herein the Parties hereto mutually agree as follows: 1. Installation of Sanitary Sewers OWNER agrees to construct and install the sanitary sewer line connection improvements in, over and upon the right-of-way of Pearl Road, at their sole expense, except as specified in this agreement, in accordance with the applicable sanitary sewer connection plans and specifications approved by the Middleburg Heights Engineer, Cuyahoga County Department of Public Works, and any other applicable or required agency. The materials used for the construction and installation of the sanitary sewer line improvements and the methods of construction utilized by the OWNER shall conform to all applicable standards and requirements of the CITY, Cuyahoga County, and the State of Ohio.  The OWNER shall, upon completion of all work within the right-of-way, repair the Pearl Road right-of-way, as nearly as possible, to the road and right of way's existing condition. The contractor shall obtain ail necessary permits from the City Department of Public Service and shall obtain all necessary permits from the Cuyahoga County Department of Public Works. The County requires an inspector on the job site inspecting ttie sanitary sewer installation. The OWNER shall deposit and pay all ordinary and reasonable inspection fees during the construction of the sanitary sewer improvements set forth on the approved sanitary sewer connection plans and specifications. The OWNER shall permit an official City and/or County inspector to have access to the premises located at 7281 Pearl Road to inspect the materials used and methods of construction. The CITY and/or County in their sole opinion, will have the right to reject the sanitary sewer line connection improvements and refuse to permit tie-in and use of the sewers which do not meet the approved specifications of the applicable standards of the CITY Cuyahoga County, and the State of Ohio. The CITY will make prompt inspections upon the request of OWNER, and approval of the improvements shall not be unreasonably withheld or delayed. The OWNER agrees to design and construct the sanitary sewer connection in a manner that would allow for sufficient capacity for sanitary sewer connections for adjacent and nearby property owners as approved by the City Engineer, and in a manner in which adjacent and nearby property owners would be able to make a connection without a "road cut" and without traversing the OWNER'S property and without any payment or remuneration to the OWNER, as approved by the City Engineer. By signing this agreement the OWNER warrants, represents and guarantees to the CITY that the constructed system will be free and clear of all stormwater cross connections. II. Reimbursement The CITY agrees to reimburse the OWNER or the OWNER’S contractor in an amount equal to 50% of the cost of the Project or $60,000.00, whichever is less, upon successful completion and acceptance of the project as determined by the City Engineer and the County.  The OWNER fully releases and discharges the City of Middleburg Heights from any and all claims, demands and/or causes of action of any nature whatsoever, known or unknown that pertains to the installation, maintenance and operation of this sewer connection. Further, OWNER fully holds harmless and indemnifies the City of Middleburg Heights for all costs, except those specifically a part of this agreement. IN WITNESS WHEREOFTthe Parties hereto have caused thi^agc^^ent to be executed by their duly authorized officers on th^ates indicated hereafter. \ / TiTLECp TITUE'AGENCY, LTJ Dated: By: CITY OF MIDDLEBURG HEIGHTS. OHIO Dated: By: Matthew J. Castelli, Mayor  DELIVERED JUN 1 8 2025 -n\e /\S)fAi /^is r(L/v r»ofJ CITY OF MIDDLEBURG HEIGHTS, OHIO Ordinance No. 2025- Introduced By: Mr. Ference Co-Sponsors: Mr. Bortolotto, Mr. Sage AN ORDINANCE APPROVING THE MEIJER STAGE 2 PMU DEVELOPMENT PLAN AND AUTHORIZING THE MAYOR TO ENTER INTO A DEVELOPMENT AGREEMENT WITH MEIJER STORES LIMITED PARTNERSHIP WHEREAS, the Planning Commission recommended approval, with conditions, of the Meijer Stage 2 Planned Mixed Use Development, 6950 W. 130'^ Street, in accordance with Zoning Code Section 1137.08(d)(3)(B); and WHEREAS, pursuant to Middleburg Heights Zoning Code Section 1137.08(d)(3)(C), City Council shall act on the Preliminary PMU Development Plan application by holding a public hearing, and following the public hearing, approve, disapprove, or modify the Preliminary PMU Development Plan in conformance with regulations, standards, criteria, and purpose presented by this zoning code; and WHEREAS, City Council has duly considered the factors for consideration of the Preliminary PMU Development Plan as required by Section 1137.08(d)(4) of the Middleburg Heights Zoning Code; and WHEREAS, City Council, after conducting a public hearing and considering all factors and applying the standards promulgated in Section 1137.08 of the Middleburg Heights Zoning Code, City Council hereby approves Meijer Stores’ Stage 2 PMU Development Plan application and authorizes the Mayor or the Mayor’s designee to enter into a Development Agreement with Meijer Stores Limited Partnership as attached hereto as “Exhibit A”, subject to any additional suggestions and/or recommendations by the City’s Planning Consultant. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF MIDDLEBURG HEIGHTS, STATE OF OHIO, AS FOLLOWS: Section 1: That City Council hereby approves the Meijer Stores’ Stage 2 PMU Development Plan with conditions as recommended to City Council by the Planning Commission. Section 2: That the Mayor or the Mayor’s designee is hereby authorized to enter into a Development Agreement with Meijer Stores Limited Partnership , attached hereto as “Exhibit A”, subject to any additional suggestions and/or recommendations by the City’s Planning Consultant. Section 3: It is hereby found and determined that all formal actions of this Council concerning and relating to the passage of this Ordinance were adopted in an open meeting of this Council, and that all deliberations of this Council and any of its committees that resulted in such formal actions were in meetings open to the public, in compliance with all legal requirements, including Chapter 107 of the Middleburg Heights Code and Section 121.22 of the Ohio Revised Code. Passed: President of Council Attest: Approved On: Clerk of Council Presented to Mayor: Mayor Yea Nay Bortolotto Ali Sage Meany McGregor Ference Zakel  delivered JUN 1 8 2025 CITYOF MIDDLEBURG HEIGHTS, OHIO Resolution No. 2025- Introduced By: Mayor Matthew Castelli A RESOLUTION AUTHORIZING THE MAYOR TO ENTER INTO AN AGREEMENT WITH PROQUALITY DEMOLITION FOR THE ABATEMENT AND DEMOLITION OF THE FORMER BURLINGTON COAT FACTORY BUILDING WHEREAS, in April 2025, the City advertised for RFP’s {Request for Proposals) for the abatement and demolition of the former Burlington Coat Factory Building at 6785 Southland Drive and 13360 Smith Road in Middleburg Height; and WHEREAS, on May 20, 2025, the City received five bids for the former Burlington Coat Factory Building demolition project. The scope of work includes asbestos abatement, removal of all regulated wastes, termination of utilities, demolition of structures and final site grading congruent with the specifications; and WHEREAS, the bids were evaluated based on relevant project experience, overall price, adherence to the published schedule, subcontractors, and responses to the subsequent clarification questions; and WHEREAS, based on a review of the RFP submittals and the bids, TRC Environmental Corporation has identified and recommended ProQuality Demolition as the lowest and best bid for the Burlington building demolition project. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF MIDDLEBURG HEIGHTS, STATE OF OHIO, AS FOLLOWS: Section 1: That the bid of ProQuality Demolition for the abatement and demolition of the former Burlington Coat Factory Building project is determined to be the lowest and best bid submitted based on a review of the RFP submittals and the bids. Section 2: That the Mayor and Finance Director are hereby authorized to enter into a contract with ProQuality Demolition, 1630 Wilson Avenue, Youngstown, OH 44506 in accordance with Section 1 of this Resolution. Section 3: That there is hereby appropriated $1,570,000.00 from the Capital Improvements Fund to implement this Resolution. Section 4: It is hereby found and determined that all formal actions of this Council concerning and relating to the passage of this Resolution were adopted in an open meeting of this Council, and that all deliberations of this Council and any of its committees that resulted in such formal actions were in meetings open to the public, in compliance with all legal requirements, including Chapter 107 of the Middleburg Heights Code and Section 121.22 of the Ohio Revised Code. Passed: President of Council Attest: Approved On: Clerk of Council Presented to Mayor: Mayor Yea Nay Bortolotto Ali Sage Meany McGregor Ference Zakel  TRC 1382 W Ninth 5t.. Suite 400 Cleveland, OH 44113 T 216.344.3072 TRCcompanies.com Bid Recommendation Memorandum Date June 10. 2025 From: Seda Ergun, TRC Environmental Corporation Distribution; Charles Bichara, Director of Economic Development, City ofMiddleburg Heights Mayor Matthew Castelli, Mayor, City ofMiddleburg Heights Jason Stewart, Director of Finance. City ofMiddleburg Heights Santo Incorvaia, Law Director, City ofMiddleburg Heights Catherine Kliorys, TRC Environmental Corporation Laura Clark, TRC Environmental Corporation Matt Hammer, Civil & Environmental Consultants, Inc. Michael Coonfare. Civil & Environmental Consultants. Inc. Project Name/Number: Former Burlington Coat Factory Building Demolition, TRC Project 625775 The City of Middieburg Heights (the City) has received bids for the abatement and demolition of the former Burlington Coat Factory building (currently the Cleveland Furniture Bank) located at the Southland Shopping Center in Middieburg Heights, Ohio. In April 2025, the City issued a Request for Proposals (RFP) from qualified firms to demonstrate their relevant project experience, financial capacity, safety records, subcontractors, and provide proof of insurance and references. The qualified bidders list originated from the list of prequalified contractors (eight in total) previously screened during the Sears demolition project. On May 20, 2025 the City received five bids for the project that ranged from $2,430,000 to $1,570,000. The scope of work includes asbestos abatement, removal of all regulated wastes, termination of utilities, demolition of structures and final site grading congruent with the specifications. All received bids were considered complete. On May 29,2025, TRC issued a set of clarification questions to the two lowest bidders (ProQuality Demolition and Baumann Enterprises). The responses of both firms is documented in a Compilation Memorandum dated June 9, 2025. The bids were evaluated based on five criteria: I) Relevant project experience, 2) Overall price, 3) Adherence to the published schedule, 4) Subcontractors, and 5) Responses to the subsequent clarification questions. Based on a review of all the available information provided by the bidders, TRC has identified and is recommending ProQuality Demolition, as the lowest and best bid for the Burlington building demolition project.  DELIVERED JUN 1 8 2025 City of Middleburg Heights, Ohio Ordinance No. 2025- Introduced by: Mayor Matthew J. Castelii AN ORDINANCE TO MAKE SUPPLEMENTAL APPROPRIATIONS FOR CURRENT EXPENDITURES AND EXPENSES FOR THE CITY OF MIDDLEBURG HEIGHTS FOR THE CALENDAR YEAR 2025 BE IT ORDAINED BY THE COUNCIL OF THE CITY OF MIDDLEBURG HEIGHTS, CUYAHOGA COUNTY, STATE OF OHIO: Section 1. That in order to provide for current expenditures and expenses for the City of Middleburg Heights for the calendar year 2025, the following sums be appropriated from the General Fund: Increase Description tPecreasc) Transfers - Transfer to Streets/Infra. Imp. Fund - Addtl. Street Program Funding 400,000.00 Total Increase to the General Fund 400,000.00 Section 2. That in order to provide for current expenditures and expenses for the City of Middleburg Heights for the calendar year 2025, the following sums be appropriated from the Streets/Infrastructure Imp. Fund: Increase Description (Decrease) Streets - Capital - Southland Streetscape - Meijer Traffic Signal Work (to be reimb.) 500,000.00 Streets - Capital - Streets Program - Addtl. Funding 570,000.00 Streets - Capital - Bagley Road Traffic Signal Replacement (Phase 2) (350,000.00) Streets - Capital - Pearl Road Sanitary Project (Title Company) 60,000.00 Total Increase to the Streets/Infrastructure Imp. Fund 780,000.00 Section 3. That it is hereby found and determined that all formal actions of this council concerning and relating to the passage of this ordinance were adopted in an open meeting of this council, and that all deliberations of this council and any of its committees that resulted in such formal actions were in meetings open to the public, in compliance with all legal requirements including chapter 107 of the Codified Ordinances and section 121.22 of Ohio Revised Code. PASSED PRESIDENT OF COUNCIL ATTEST: CLERK OF COUNCIL PRESENTED TO MAYOR APPROVED ON: YEAS NAYS BORTOLOTTO AM MAYOR SAGE MEANY MCGREGOR FERENCE ZAKEL  DELIVERED JUN 1 8 2025 City of Middleburg Heights, Ohio Ordinance No. 2025- Introduced by: Mayor Matthew .1. Castclli AN ORDINANCE AUTHORIZING THE MAYOR AND FINANCE DIRECTOR TO ENTER INTO A CONTRACT WITH SEALED LLC WHEREAS, the City’s purchasing policy requires City Council approval on any single purchase of products or services exceeding $25,000 or any professional service contract exceeding $10,000, with the exception of items purchased through or at an amount equal to an approved cooperative purchasing agreement; and WHEREAS, the City desires to retain the services of a competent and qualified contractor to provide certain products/services to the City; and WHEREAS, Sealed LLC is competent and qualified to furnish products and/or services to the City and has provided a responsive and responsible proposal, and desires to provide City Hall Campus Parking Lot sealing. BE IT ORDAINED BY THE COUNCIL OF THE CITY OF MIDDLEBURG HEIGHTS, CUYAHOGA COUNTY, STATE OF OHIO: Section 1. That the Mayor and Finance Director is hereby authorized to enter into a contract with Sealed LLC to provide certain products and/or services to the City, a copy of which is attached hereto and marked “Exhibit A”. Section 2. That it is hereby found and determined that all formal actions of this council concerning and relating to the passage of this ordinance were adopted in an open meeting of this council, and that all deliberations of this council and any of its committees that resulted in such formal actions were in meetings open to the public, in compliance with all legal requirements including chapter 107 of the Codified Ordinances and section 121.22 of Ohio Revised Code. PASSED PRESIDENT OF COUNCIL ATTEST: CLERK OF COUNCIL PRESENTED TO MAYOR APPROVED ON: YEAS NAYS BORTOLOirO ALI MAYOR SAGE MEANY MCGREGOR FERENCE ZAKEL  4-4-Q-S5^-3R^7 5-15-25 Middleburg Heights Community Center 16000 Bagiey Rd Middleburg Heights, OH 44130 Sea/ Coat/Crack Fill' * Lot to be swept and cleaned with roadway wet vac to remove debris from lot roughly 1 79,000 sq ft. Petro oil spot primer to be applied to oil stains throughout the parking areas to promote proper sealer adhesion. ● Cracks 1 ] /2in in width to be cleaned, prepped and filled using up to 1 SOOIbs of Commercial/ Industrial grade hot applied Deery Plexi- Melt crack filler. Excluding all gator backed areas that will be perimeter boxed to prevent further expansion of cracks. Apply 2 coats of Seal Master industrial grade sealer with TAR-MAC adhesion promotor, to promote adhesion, greater tensile strength, and durability also adding additional resistance to oil, water and ultraviolent light, to be applied with a Neil seal coating machine to ensure proper uniform coverage. ● Each coat shall contain 4lbs of silica sand per gallon of sealer, with no more than 25% dilution rate. ● Job to be completed in 3 work days-weather permitting. Total: S26,900.00 Terms: Balance Due Upon Completion I Agree to the above outlined scope of work and accept the above services and payment agreements. I also authorize the above stated work to start weather permitting on / /25 WWW.Sealed paving.com Underlying/Existing unknown concrete, base failure clue to improper aggregate, sewer issues are the responsibility of property owner, and will constitute additional costs unless covered m above contract. Damage to any existing concrete /drive cntrances/exits are not the responsibility of Sealed LLC Milling that occurs deeper than quoted in contract due to improper existing base will require a change of work order prior to continuance of project and all costs associated are the sole responsibility of the property owner. Work not completed within the same calendar year as deposits received due to product availability and or weather will be scheduled for the following calendar year. All permits, fees and approvals through the local municipalily are the sole responsibility of the property owner unless otherwise specified in the above contract. Ail final payments received outside of the above agreed payment schedule will contain a monthly charge on amount due until paid in full. All prices are valid for ! 5 days from quoted date.  DELIVERED JUN 1 8 2025 City of Middleburg Heights, Ohio Ordinance No. 2025- Introduced by: Mayor Matthew Castelli APPROVING THE ASSIGNMENT OF THE TAX INCREMENT FINANCING AGREEMENT BETWEEN THE CITY OF MIDDLEBURG HEIGHTS AND PEARL PARTNERS LLC; AND DECLARING AN EMERGENCY. WHEREAS, as authorized by Ordinance No. 2022-76. passed by this Council on September 13, 2022. the City and Pearl Partners LLC. an Ohio limited liability company (the '‘‘Developer'). entered into a Tax Increment Financing Agreement dated October 26,2022 (the "TIFAgreement")-, and WHEREAS, pursuant to the TIF Agreement, the Developer has requested the City (i) consent to the assignment as set forth in the consent currently on file with the Clerk of this Council (the "Consenr). to permit the assignment of certain rights and obligations of the TIF Agreement to CL Pearl Plaza OH LLC, a Delaware limited liability company (the "Assignee"), as more fully described in the Consent, pursuant to Section 12 of the TIF Agreement, and (ii) to execute an estoppel certificate in the form currently on file with the Clerk of this Council (the '"Estoppel Certiifcate") pursuant to Section 10 of the TIF Agreement: and WHEREAS, an emergency exists in the usual daily operations of the City, that emergency being related to the need to approve the Consent and Estoppel Certificate, which will result in the retention of jobs, all of which improve the health, safety and welfare of the residents of the City; and NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF MIDDLEBURG HEIGHTS, COUNTY OF CUYAHOGA, STATE OF OHIO, THAT: Section 1: Approval of Consent and Estoppel Certificate. The Consent and Estoppel Certificate currently on file with the Clerk of this Council are hereby approved and authorized, with changes or amendments thereto not inconsistent with this Ordinance and not substantially adverse to the City as determined by the Mayor. The Mayor, for and in the name of the City, is hereby authorized to execute the Consent and Estoppel Certificate and any amendments thereto deemed by the Mayor to be necessary. The approval of changes or amendments by the Mayor and the character of the changes or amendments as not being inconsistent with this Ordinance and not substantially adverse to the City, shall be evidenced conclusively by the execution of the Consent or Estoppel Certificate by the Mayor. Section 2: Further Authorizations. This Council hereby authorizes and directs the Mayor, the Law Director. Director of Economic Development or other appropriate officers of the City to take any other actions as may be appropriate to implement this ordinance. Section 3: Open Meetintis. This Council finds and determines that ail 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 fonnal actions were in meetings open to the public, all in compliance with the law including ORC 121.22. Section 4: Effective Date. This Ordinance is hereby declared to be an emergency measure for the reasons stated in the preamble hereto. Wherefore, provided this Ordinance receives the affirmative vote of at least two-thirds (2/3) of the members of Council it shall take effect and be in force immediately upon its passage and approval by the Mayor. Passed: President of Council Attest: Clerk of Council Approved On: Presented to Mayor: Mayor Yea Nay Bortolotto Ali Sage Meany McGregor Ference Zakel 1  ESTOPPEL CERTIFICATE To: CL PEARL PLAZA OH l.LC. a Delaware limited liability company, CURBLINE ACQUISITIONS. LLC, a Delaware limited liability company, and its lender(s) (collectively. “Buyer") and PEARL PARTNERS. LLC. an Ohio limited liability company (‘Tearl Partners") Re: T'hat ceilain Tax Increment Financing Agreement by and between The City of Middleburg Heights. Cuyahoga County, Ohio, an Ohio municipal corporation (the “City’'), and Pearl Partners LLC. an Ohio limited liability company (“Pearl Partners’*), dated as of October 26,2022 (the “TIE Agreement”), as the same was approved by the City pursuant to Ordinance No. 2022-76. adopted on September 12.2022 Ladies and Gentlemen: This estoppel certificate is furnished by City to Buyer and Pearl Partners pursuant to Section 10 of the TIF Agreement. All terms used but not defined herein shall have the meaning assigned to them in the 'flF Agreement. The City acknowledges that Buyer and Pearl Partners are relying upon the City’s statements herein in connection with the sale by Pearl Partners to Buyer of those parcels of real properly known as Permanent Parcel Numbers 372-18-049 and 372-20- 047 in Cuyahoga County. Ohio. The City hereby represents and certifies to Buyer as set below. 1. The TIF Agreement is in full force and effect, has not been modified or amended, and a full and complete copy of the TIF Agreement and all exhibits thereto is attached as Exhibit A to this Estoppel. 2. Pearl Partners is not in default under the terms, covenants, or conditions of the TIF Agreement. 3. The undersigned is duly authorized to execute this Agreement on behalf of the City. [Signature page follows] 27142882 v2 DATED as oflhe day of .2025. THE CITY OF MIDDLEBURG HEIGHTS, CUYAHOGA COUNTY, OHIO, an Ohio municipal corporation By: Printed Name: Its: 1  CONSENT Pursuant to Section 12 of that certain Tax Increment Financing Agreement by and between The City of Middleburg Heights, Cuyahoga County, Ohio, an Ohio municipal corporation (the ''City”), and Pearl Partners LLC, an Ohio limited liability company ('’Pearl Partners”), dated as of October 26. 2022 (the “TIE Agreement”), as the same was approved by the City pursuant to Ordinance No. 2022-76, adopted on September 13. 2022, the City hereby consents to the assignment by Pearl Partners of its rights and obligations under the Tlf' Agreement (excluding the right to be reimbursed for Project Costs from the Account as such terms are defined in the TIF Agreement) to CL PEARL PLAZA OH LLC. a Delaware limited liability company, hut only with respect to those parcels of real property known as Permanent Parcel Numbers 372-18-049 and 372-20-047 in Cuyahoga County, Ohio. THE CITY OF MIDDLEBERG HEIGHTS CUYAHOGA COUNTY, OHIO, an Ohio municipal corporation By: Printed Name: Its: 27142881 v2  TAX INCREMENT FINANCING AGREEMENT Ihis Tax Increment Financing Agreement (this “Agreement”) is made and entered into as of October 26, 2022 by and between the CITY OF MIDDLEBURG HEIGHTS, Cuyahoga County, Ohio (the “City”), an Ohio municipal corporation, and PEARL PARTNERS LLC, an Ohio limited liability company with an office located at 3311 Richmond Road, Suite 200, Beachwood, Ohio 44122, its affiliates, successors, nominees and/or assigns (the “Developer”). WITNESSETH: WHEREAS, the Developer has acquired or intends to acquire certain real property situated in the City, a depiction of which is attached hereto as Exhibit A (the “Project Area”) and incorporated herein by reference, with each parcel of real property within the Project Area referred to herein as a “Parcel” (whether as presently appearing on the county tax duplicate or as subdivided or combined and appearing on fliturc tax duplicates); and WHEREAS, in order to successfully develop the Parcels into a cohesive development (the Pi'ojcct ), it is necessary to construct or to cause to be constructed certain developer improvements as described in Exhibit B attached hereto (the “Developer Improvements”); and WHEREAS, the City may, but is not required to, construct or cause to be constructed certain City improvements as described in Exhibit C attached hereto (the “City Improvements”); and WHEREAS, the City, by its Ordinance No. 2022-76 passed September 16, 2022 (the “TIF Ordinance ), has declared that one hundred percent (100%) of the increase in the assessed value of each Parcel subsequent to the acquisition by the City of the Parcels (each such increase hereinafter referred to as an “Improvement,” as further defined in Section 5709.41 of the Ohio Revised Code and the TIF Ordinance) is a public purpose and is exempt from taxation for a period commencing for each Parcel on the effective date of the TIF Ordinance and ending for each Parcel on the earlier of (a) thirty (30) years after such commencement or (b) the date on which the City can no longer lequire service payments in lieu of taxes, all in accordance with the requirements of Sections 5709.41, 5709.42 and 5709.43 of the Ohio Revised Code and the TIF Ordinance (the “TIF Exemption”); and WHEREAS, the City has determined that it is necessary and appropriate and in the best interest of the City to provide for the owner of each Parcel (referred to herein individually as an Owner and collectively as the “Owners”) to make annual service payments in lieu of taxes with respect to any Improvement allocable thereto (collectively for all Parcels, the “Service Payments”) to the Cuyahoga County I rcasurcr (the “County Treasurer”), which Service Payments will be (i) distributed, in part, to the Berea City School District (“Berea”) and the Polaris Career Center (the ‘Career Center,” together with Berea, the “School Districts”) in amounts equal to the real property taxes that the School Districts would have received if the Improvements had not been exempted from real property taxation pursuant to the TIF Ordinance, (ii) used to reimburse the Developer for costs of the Developer Improvements, plus interest thereon, (iii) used to reimburse the City for costs of the City Improvements, plus interest thereon, and (iv) used for such other purposes as may be authorized by law, all pursuant to and in accordance with Sections 5709.41, 5709.42 and 5709.43 of the Ohio Revised Code (collectively, the “TIF Statutes”) and the TIF Ordinance and this Agreement; and WHEREAS, the City is engaged in urban redevelopment and City Council of the City in the TIF Ordinance approved the terms of this Agreement and authorized its execution on behalf of the City; and WHEREA, the Developer may from time to lime transfer one or more Parcels to one (1) or more third parties for any reason including, but not limited to, development of portions of the Project; WHEREAS, the parties desire to enter into this Agreement on the terms and conditions hereinafter set forth to provide for the collection of and disbursement of the Service Payments and to facilitate urban redevelopment through the construction of the Developer Improvements and the City Improvements, which will benefit the Project Area. NOW, THEREFORE, in consideration of the premises and covenants contained herein and to induce the Developer to proceed with the construction of the Developer Improvements, the Developer and the City agree as follows: Section 1. TIF Exemption and Agreements Related Thereto. A, In connection with the construction of the Developer Improvements and the City Improvements, the City, through the TIF Ordinance, has granted, among other things, with respect to the Improvements, a one hundred percent (100%) exemption from real property taxation, commencing with the tax year after the Developer Improvements on each Parcel are completed, as evidenced by issuance of an unconditional Certificate of Occupancy by the City, and ending for each Parcel on the earlier of (a) thirty (30) years after such commencement, or (b) the date on which the City can no longer require service payments in lieu of taxes, all in accordance with the requirements of Sections 5709.41, 5709.42 and 5709.43 of the Ohio Revised Code and the I'lF Ordinance. B. The City and the Developer shall perfonn such acts as arc reasonably necessary or appropriate to effect, claim, reser\'c and maintain the exemptions from real property taxation granted under the TIF Ordinance and this Agreement, including, without limitation, joining in the execution of all documentation and providing any necessary certificates required in connection with such exemptions. Section 2, Obligation to Make Service Payments. A. Service Payments. The Owner hereby agrees to make the Serviee Payments due during its period of ownership of each Parcel, all pursuant to and in accordance with the requirements of the TIF Statutes, the TIF Ordinance, the provisions of Ohio law relating to real property tax collections, and any subsequent amendments or supplements thereto. Service Payments will be made semiannually to the County Treasurer (or to the County Treasurer's designated agent for collection of the Service Payments) on or before the final dates for payment of real property taxes for the Parcels, until expiration of the TIF Exemption. Any late payments 2 will bear penalties and interest at the then current rate established under Sections 323.121 and 5703.47 of the Ohio Revised Code or any successor provisions thereto, as the same may be amended from time to time. Service Payments will be made in accordance with the requirements of the TIF Statutes and the TIF Ordinance and, for each Parcel, will be in the same amount as the real property taxes that would have been charged and payable against the Improvement to that Parcel if it were not exempt from taxation pursuant to the TIF Exemption, including any penalties and interest. The Owner will not, under any circumstances, be required for any tax year to pay both real property taxes and Service Payments with respect to any portion of the Improvement to a Parcel, whether pursuant to Section 5709.42 of the Ohio Revised Code or this Agreement. The City and the Owner agree that the Pearl Plaza Urban Redevelopment Tax Increment Equivalent Fund referred to in Section 3 of the TIF Ordinance (the “TIF Fund”) will receive all Service Payments made with respect to the Improvement to each Parcel that arc payable to the City. B. Priority of Lien. The Owner acknowledges, for itself and any and all future Owners, that the provisions of Section 5709.91 of the Ohio Revised Code, which specify that the Service Payments for each Parcel will be treated in the same manner as taxes for all purposes of the lien described in Section 323.11 of the Ohio Revised Code, including, but not limited to, the priority of the lien and the collection of Service Payments, will apply to this Agreement and to the Parcels and any improvements thereon. Section 3. Establishment of a TIF Fund by the City; Distribution of Funds. The City agrees that it shall establish the TIF Fund as a depository fund to be held in the custody of the City for the sole purpose of receiving the Service Payments made from the Owners to the County Treasurer and payable to the City. Upon distribution of the Service Payments to the City (after compensation amounts have been paid to the School Districts as set forth in Section 5 of this Agreement or otherwise required by law), those Service Payments shall be deposited to an account of the TIF Fund that applies to only the Project Area (the “Account”). Amounts on deposit in the Account shall be used by the City to pay any extraordinaiy administrative expenses relating to, and to maintain, the exemption granted in the TIF Ordinance, reimburse the Developer for costs of the Developer Improvements and to pay costs associated with the City Improvements in the manner and amounts described and permitted herein. Section 4. Exemption Applications. Maintenance and Notice. In accordance with Ohio Revised Code Sections 5715.27 and 5709.91 1, the Developer or the City, at the Developer’s request, shall file or cause to be filed an application prepared by the Developer for an exemption from real property taxation (DTE Form 24 or its successor form) with the Cuyahoga County Fiscal Officer (the “County Fiscal Officer”) for the Improvements. The Developer and the City agree to cooperate with each other for this purpose, and to cooperate with the County Fiscal Officer, the Ohio Department of Taxation and other public officials and governmental agencies in the performance by the public officials and governmental agencies of their duties in connection with the TIF Ordinance and this Agreement. Section 5. Payments to School Districts. As provided in the TIF Ordinance or as otherwise required by law, the School Districts shall receive from the Service Payments, and prior to the deposit of any of those Service Payments into the TIF Fund, an amount equal to the amount that the School Districts would otherwise have received as real property tax payments derived from the Improvements to the Parcels if the Improvements had not been exempt from taxation. In the event 3 any fimds that arc due to the School Districts, pursuant to the TIF Ordinance, arc deposited into the TIF Fund, the City shall transfer said funds to the School District. Section 6. Reimbursements to Developer and City from TIF Fund. The City shall pay to the Developer in accordance with the terms of this Agreement, with respect to the Developer Improvements for which a written requisition substantially in the fonu attached as Exhibit D (a “Written Requisition”) is submitted to the City, the actual costs of those Developer Improvements (with the costs of all those Developer Improvements collectively referred to herein as the “Costs”), plus interest on those Costs at the Interest Rate provided for below. Except as otherwise agreed between the Developer and the City Finance Director, the Developer shall submit an initial Written Requisition after first incurring eligible Costs, and shall submit a written letter request (each a “Letter Request”) for reimbursement for any subsequent years for which reimbursement is sought. The Developer shall be entitled to 50% of the amount on deposit in the Account for Costs of the Developer Improvements, less 50% of any extraordinary administrative costs necessary to maintain the exemption granted in the TIF Ordinance (the “Developer’s Share”), and the City shall be entitled to the remaining amount on deposit in the Account for Costs of the City Improvements. After the Developer is fully reimbursed for its Costs, the City shall be entitled to use 100% of the amount on deposit in the Account for any lawful purpose. Except as otherwise provided herein, the City shall pay the Developer’s Share to or as directed by the Developer within sixty (60) days after receipt of a Letter Request for eligible Costs (each, a “Payment Date”) until all of the Costs and all interest thereon have been paid in full. Payments for the portion of Costs of the Developer Improvements and any interest thereon will be made beginning with the first Payment Date. In addition to submission of a Letter Request for the Costs, the Developer shall deliver to the City, at least fifteen (15) days prior to each Payment Date, a statement showing the total amount of interest then due to the Developer under this Agreement, along with a brief description of the basis and calculations for the same; provided, however, that failure by the Developer to deliver this statement shall not excuse the City from its payment obligation on each Payment Date if the City knows or reasonably should know that amounts arc due the Developer under this Agreement on that Payment Date, and provided further that in all other eases, that failure by the Developer shall only delay payment to the same extent delivery of the statement was delayed. Any monies paid pursuant to this Agreement will be applied first to the payment of interest on those Costs at the applicable Interest Rate provided for below and second to the payment of the Costs, so that all interest due shall be paid before the payment of any Costs. Interest on the portion of Costs of the Developer Improvements begins accruing on the date of payment. Any interest on any Costs that remain unpaid on the date following each Payment Date will itself accrue interest in the same manner as the Costs. As used in this Agreement, “Interest Rate” means eight percent (8%) per annum. For purposes of this Agreement, “costs” of the Developer Improvements includable in “Costs” under this Agreement include, without limitation as to other costs properly allocable to Developer Improvements, the costs of; acquiring, constructing, reconstructing, rehabilitating, installing, remodeling, renovating, enlarging, equipping, furnishing, or otherwise improving the Developer Improvements; site clearance, improvement, and preparation; acquisition of real or personal property; indemnity and surety bonds and premiums on insurance; all related direct 4 administrative expenses and allocable portions of direct costs of the Developer, including but not limited to engineering, architectural, legal, management fees and other consulting and professional services; designs, plans, specifications, feasibility or rate studies, appraisals, surveys, and estimates of cost; interest or interest equivalent, whether capitalized or not; financing costs; title work and title commitment, insurance, and guaranties; audits; the reimbursement of moneys advanced or applied by or borrowed from any person, whether to or by the City, any other political subdivision or the Developer or others, from whatever source provided, for the payment of any item or items of cost of Developer Improvements, including interest or interest equivalent thereon; and all other expenses necessary or incidental to planning (including but not limited to traffic studies) or determining feasibility or practicability with respect to permanent improvements, or necessary or incidental to the acquisition, construction, reconstruction, rehabilitation, installation, operation, maintenance, remodeling, renovating, enlargement, equipping, furnishing, or other improvement of the permanent improvements, including, but not limited to, the close-out thereof, the financing of the permanent improvements, and the placing and maintaining of the permanent improvements in condition for use and operation, and ail like or related costs, including any one, part, or combination of, those costs and expenses. As used in this paragraph, “financing costs”, “interest” and “interest equivalent" have the meanings given in Ohio Revised Code Section 133.01. All payments to the Developer hereunder on each Payment Date shall be made pursuant to written instructions provided by the Developer. Notwithstanding any other provision of this Agreement, the City’s payment obligations hereunder are limited to the monies in the TIF Fund and do not constitute an indebtedness of the City within the provisions and limitations of the laws and the Constitution of the State of Ohio, and the Developer does not have the right to have taxes or excises levied by the City for the payment of the Costs and interest thereon. Section 7, Representations of the Parties. The Developer hereby represents that it has full power and authority to enter into this Agreement and carry out its terms. The City hereby represents that the TIF Ordinance was passed by the Council on September 13, 2022 and remains in full force and effect, that this Agreement is authorized by the TIF Ordinance and that the City has full power and authority to enter into this Agreement, to cairy out its tenns and to perform its obligations hereunder and thereunder. The City further represents and warrants that it shall not take action which would result in a reduction in the period of the TIF Exemption, the percentage of the TIF Exemption, or the amount of Service Payments to be received and made available to pay the Costs of the Developer Improvements. Section 8. Provision of Information. The Developer, as Owner, agrees for itself and each successive Owner to (i) cooperate in all reasonable ways with, and provide necessary and reasonable information to, the designated tax incentive review council to enable that tax incentive review council to review and determine annually during the term of this Agreement the compliance of the Owners with the terms of this Agreement; and (ii) to cooperate in all reasonable ways with, and provide necessary and reasonable information to the City to enable the City to submit the status report required by Section 5709.41(E) of the Ohio Revised Code to the Director of the Ohio Department of Development on or before March 31 of each year. 5  Section 9. Nondiscriminatoi-y Hiring Policy. The Developer, as Owner, agrees for itself and each successive Owner to comply with the City’s nondiscriminatory hiring policy adopted pursuant to Ohio Revised Code Section 5709.832 to ensure that recipients of tax exemptions practice nondiscriminatory hiring in their operations. The City will provide a copy of that policy and any updates to that policy to the Developer and each Owner. In fuithcrancc of that policy, the Developer agrees for itself and eacli successive owner that they will not deny any individual employment solely on the basis of race, religion, sex, disability, color, national origin or ancestry. Section 10. Estoppel Certificate. Within thirty (30) days after a request from a Developer or any Owner of a Parcel, the City will execute and deliver to that Developer or an Owner or any proposed purchaser, mortgagee or lessee of that Parcel, a certificate stating that, with respect to that Parcel, if the same is true: (i) this Agreement is in full force and effect; (ii) the requesting Developer or Owner is not in default under any of the terms, covenants or conditions of this Agreement, or, if that Developer or Owner is in default, specifying same; and (iii) such other matters as that Developer or an Owner reasonably requests. Section 11. Notices. Except as otherwise specifically set fonh in this Agreement, all notices, demands, requests, consents or approvals given, required or pennitted to be given hereunder must be in writing and will be deemed sufficiently given if actually received or if hand-delivered or sent by recognized, overnight delivery service or by certified mail, postage prepaid and return receipt requested, addressed to the other party at the address set forth in this Agreement or any addendum to or counterpart of this Agreement, or to such other address as the recipient has previously notified the sender of in writing, and will be deemed received upon actual receipt, unless sent by certified mail, in which event such notice will be deemed to have been received when the return receipt is signed or refused. The parties, by notice given hereunder, may designate any further or different addresses to which subsequent notices, certificates, requests or other communications must be sent. The present addresses of the parties follow: (a) To the Developer at: Pearl Partners LLC 3311 Richmond Road, Suite 200 Bcachwood, Ohio 44122 Attention: Marc Click Phone: (216)464-2000 With a copy to: Singennan Mills Desberg & KLauntz Co. LPA 3333 Richmond Road, Suite 370 Cleveland, Ohio 44122 Attention: Gary S. Desberg Phone: (216)292-5807 (b) To the City at: City ofMiddleburg Heights, Ohio 15700 Baglcy Road Middicburg Heights, Ohio 44130 Attention: Economic Development Director Phone: (440)234-8811 6  With a copy to: City of Middleburg lieights, Ohio 15700 Baglcy Road Middleburg Heights, Ohio 44130 Attention: Law Director Phone: (440)234-8811 Section 12. Successors; Assignment: Amendments: City Consents. This Agreement will be binding upon the parties hereto and their successors and assigns. Each Owner’s obligations under this Agreement, including, without limitation, its obligation to make Service Payments with respect to each Parcel it owns, arc absolute and unconditional covenants running with the land and are enforceable by the City. Each Owner further agrees that all covenants herein, including, without limitation, its obligation to make Sei'vice Payments, whether or not these covenants arc included by any Owner of any Parcel in any deed or instmment of conveyance to that Owner’s successors and assigns, are binding upon each subsequent owner and are enforceable by the City. Any future Owner of any Parcel, or any successors or assigns of such Owner, will be treated as an Owner for ail purposes of this Agreement. Nothing in this Agreement prevents an Owner from transfen ing any or all of its interest in the Parcels to another person or entity. Each Owner shall only be responsible for making Service Payments that become due and payable during the period of that Owner’s ownership of all or any portion of a Parcel and only with respect to the portion of a Parcel owned by the Owner. Upon satisfaction of the obligations under this Agreement and termination of the obligations of the Owner to make the Service Payments, the City shall, upon the request of an Owner, execute an instrument in recordable form evidencing such termination as to such Owner only, without invalidating or terminating the obligations hereunder as to any successor Owner. Notwithstanding anything contained herein to the contrary, the City acknowledges that the Developer may from time to time transfer one or more Parcels to one or more third parties for any reason including, but not limited to, development of portions of the Project, subject to this Agreement. As such, this Agreement and the benefits and obligations hereof may be assigned, in whole or in part, without consent of, but upon notice to, the City, to: (i) any entity related to, affiliated with or under common control with the Developer (including but not limited to parents, subsidiaries, and/or affiliates); (ii) a lender in connection with the Developer obtaining financing related to the Project; (iii) successor entities to the Developer as a result of a consolidation, reorganization, acquisition or merger; (iv) with the consent of the City, not to be unreasonably withheld, to any successor/partner developer; and (v) with the consent of the City, which may be granted or withheld in the City’s sole discretion, to any other third party not otherwise specified in clauses (i) through (iv) of this sentence. In the event of any such transfer and assignment. Developer shall have the right to transfer or assign its right to be reimbursed for Project Costs from the Account to any third party; provided, however, that such right shall not be deemed to be transferred or assigned unless the same is explicitly set forth in a document signed by Developer. Section 13. Extent of Covenants: No Personal Liability. All covenants, stipulations, obligations and agreements of the parties contained in this Agreement arc effective and enforceable to the extent authorized and permitted by applicable law. The obligations of the City may be enforced to the extent pennitlcd by law by mandamus or any suit or proceeding in law or equity. No such covenant, stipulation, obligation or agreement will be deemed a covenant, stipulation, obligation or agreement of any present or fiiturc member, officer, agent or employee of any of the parties hereto in their individual capacity, and neither the members of the City Council nor any City official executing this Agreement, or any individual person executing this Agreement on behalf of the Developer, will be liable personally by reason of the covenants, stipulations, obligations or agi’cements of the City or the Developer contained in this Agreement. The obligation to perfonn and observe the agreements contained herein on the part of an Owner shall be binding and enforceable by the City against such Owner with respect to (and only to) such Owner’s interest in its portion of the Parcels and the Improvements, or any parts thereof or any interest therein. Section 14. Hvents of Default and Remedies. A. Any one or more of the following constitutes an “Event of Default” under this Agreement: (i) The Developer or the City fails to perform or observe any material obligation punctually and as due under this Agreement, provided that if a Force Majeure (as such term is defined below) event causes the failure, the Developer or City shall receive an additional period of time as is reasonably necessary to perfonn or observe the material obligation in light of the event if it notifies the other of the potential event and the extent of the delay promptly after becoming aware of the event; (ii) The Developer or the City makes a representation or warranty in this Agreement that is materially false or misleading at the time it is made; (iii) The Developer files a petition for the appointment of a receiver or a trustee with respect to it or any of its property; (iv) The Developer makes a general assignment for the benefit of creditors; (V) A court enters an order for relief pursuant to any Chapter of Title 11 of the U.S. Code, as the same may be amended from time to time, with the Developer as debtor: or; (Vi) The Developer files an insolvency proceeding with respect to itself or any proceeding with respect to itself for compromise, adjustment or other relief under the laws of any countiy or state relating to the relief of debtors; As used in this Section, “Force Majeure” means any event that is not within the control of a party or its affiliates, employees, contractors, subcontractors or material suppliers that delays performance of any obligation under this Agreement including, but not limited to, the following acts; acts of God; fires; epidemics; landslides; floods; strikes; lockouts or other industrial disturbances; acts of public enemies; acts or orders of any kind of any governmental authority; insurrections; riots; civil disturbances; arrests; explosions; breakage or malfunctions of or accidents to machineiy, transmission pipes or canals; partial or entire failures of utilities; shortages of labor, materials, supplies or transportation; lightning, earthquakes, hurricanes, tornadoes, stonns or droughts; periods of unusually inclement weather or excessive precipitation: or orders or restraints of any kind ot the government of the United States or of the State (and in the case of a Force Majeurc claim by a Developer, the City or any departments, agencies, political subdivisions or officials that are not in response to a violation of law or regulations. B. General Right to Cure. In the event of any Event of Default in or breach of this Agreement, or any of its terms or conditions, by any party hereto, the defaulting party will, upon written notice from the other, proceed, as soon as reasonably possible, to cure or remedy such Event of Default or breach, and, in any event, within thirty (30) days after receipt of such notice. In the event such Event of Default or breach is of such nature that it cannot be cured or remedied within said thirty (30) day period, then in such event the defaulting party will upon written notice from the other commence its actions to cure or remedy said breach within said thirty (30) day period, and proceed diligently thereafter to cure or remedy said breach. C. Remedies. If a defaulting party fails to cure any Event of Default pursuant to paragraph (B) of this vSection, a paity may institute such proceedings against the defaulting party as may be necessary or desirable in its opinion to cure and remedy such default or breach. Such remedies include, but are not limited to: (i) instituting proceedings to compel specific performance by the defaulting party, (ii) suspending or terminating the obligations of the non-defaulting party under this Agreement, provided the aggrieved paity must provide thiity (30) days’ notice of any tennination to the defaulting party and provided further that the aggrieved paity must rescind the tennination notice and not terminate the Agreement if the defaulting party cures all Events of Default within a reasonable time thereafter, and (iii) any other rights and remedies available at law, in equity or otherwise to collect all amounts then becoming due or to enforce the performance of any obligation under this Agreement. The obligations of the City may be enforced to the extent pennitted by law by mandamus or any suit or proceeding in law or equity. Section 15. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, said provision will be fully severable. This Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furtheimore, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to sueh illegal, invalid or unenforceable provision as may be possible that is and will be legal, valid and enforceable. Section 16. Separate Counterparts: Captions. This Agreement may be executed by the parties hereto in one or more counterparts or duplicate signature pages, each of which when so executed and delivered will be an original, with the same force and effect as if all required signatures were contained in a single original instrument. Any one or more of such counterparts or duplicate signature pages may be removed from any one or more original copies of this Agreement and annexed to other counterparts or duplicate signature pages to form a completely executed original instrument. Captions have been provided herein for the convenience of the reader and shall not affect the constmetion of this Agreement. 9  Section 17. Entire Agi’cemcnt. 'I'liis Agreement constitutes the entire agreement between the parties with respect to the matters covered herein and supersedes prior agreements and understandings between the parties. Section 18. Governing Law and Choice of Forum. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio. All claims, counterclaims, disputes and other matters in question among the City, its employees, contractors, subcontractors and agents, the Developer, its employees, contractors, subcontractors and agents arising out of or relating to this Agreement or its breach will be decided in a couil of competent jurisdiction within the County of Cuyahoga, State of Ohio. Section 19. Additional Documents. The City, the Developer, and their respective successors, assigns and transferees agree to execute any tiirthcr agreements, documents, or instmments as may be reasonably necessary to Hilly effectuate the purpose and intent of this Agreement. Section 20. Recordation. No later than fifteen (15) days following the execution of this Agreement by each of the Developer and the City, the Developer will cause this Agreement to be recorded in the Cuyahoga County, Ohio real property records on each Parcel. During the tenn of this Agreement, the Developer and each Owmer will cause all instmments of conveyance of interests in all or any portion of such Developer’s or Owner’s Parcel to subsequent mortgagees, successors, lessees, assigns, or other transferees to be made expressly subject to this Agreement; provided, however, that any failure by any Owner to make any such instrument of conveyance expressly subject to this Agreement shall not affect the unconditional and binding nature of this Agreement on each such subsequent moilgagcc, successor, lessee, or assign. Section 21. Indemnification. The Developer agrees that they will indemnify, defend and hold hannlcss the City and its officials and employees (each an “Indemnified Party”) from and against any and all liability, and in any way and all suits, proceedings, claims, damages, losses and expenses (including reasonable attorneys’ fees), including without limitation, any environmental liability, incLined by an Indemnified Party resulting from Developer’s breach of this Agreement or an act or omission by the Developer or their employees, agents or contractors in the design and constmetion of any improvements Hinded in whole or in part from payments pursuant to this Agreement; provided, however, that the foregoing indemnification and agreement to defend and hold hannless shall not include any costs, losses, labilities, damages, or expenses pair or incurred by the City to the extent that the same result from the act or omission of the City, its elected officials, employees, contractors, agents, or others under the City’s control, Section 22. Right to Contest. Nothing herein is intended to prevent the Owner, at its expense and in good faith, from contesting the amount or validity of any taxes, assessments or other charges, and further provided that the Owner shall not contest the amount or validity of the TIP Exemption or challenge or contest in any manner the validity and imposition of the Service Payments, or the obligation to pay the Service Payments. Section 23. Interpretation. I'hc tenn “Owner” as used herein shall mean, as the context shall require, any party (including, but not limited to Developer) that owns one (1) or more Parcels 10 in the Project Area. To the extent that certain provisions herein refer to “Developer” only, they shall be interpreted and constiued to mean any Owner as the context shall require. [The Remainder of This Page Intentionally Left Blank]  I\ \\ I I \ l -iS W I ll Kl i )i . ihc ( 11 \ .invl ilK !)c-v ^!''jvi hi\^. c;u’vii (hi^ \i rvxiikvi u> 'V J III ihcir li.i.i’u' h\ ili.-i,'' Jiil\ iHiLi-'r- ^■l I'l'piV.-.L'li, iii\ .1'● 'I the Jvfic IkifiiM'vi\uniion. nn ni MiDni i lu R(.iii Kims \ liiucii Si’pKr.i'Ki’ I \ j'kI ( ..'iiilKv! ( ;is'«! I h \KI 1^ \i^ I \l KS M ( \ii ' Mil,. X ■ il- //  ) n I ' 'i \ I \ ( H \s 1 lie I'.’i.iii:.'! aei >.\'i 111 led heivl\\ an ackiu a\ IcdLiCinciil. < \ ill) >'i airirmaluai ●' r iliL ●tijiiei will) iCLMid I" I he i)i’Uniat aei eililied ■ he!elw i Ik- U'leemne m^ll an'ieni wj'- ^ ●d and aekiii'W ledeed htd>’i e me ilii-^/ da\ n| ■'ll ' ’ >\ n A ● ■r ihe < il\ ■ t Middlehure 1.' I ●; .1 nimiK ipa em |-'<'iaiit n .■! ihe '^Ia^e ■'! < ‘hii> -n ivh:il) o| ihe iniinii ipal i I'lpi 'lal It'D \^'lai'\ I'lil-'lu o V? N ^ , '■'SA McFAdden O’*-? ^ Commission Expires Way TO, 2024 (Ml \ I ( ,il SS I lie n-'l.iii.ii ,K I eeiiilu'd heiel'>\ i-- aii aekniwv lei.iL‘enieMl. \ ● ’all) ni allimiaiinii w,| ^ adnnnisieievi U- ll)e -●lenei illi leeard In die iiniji ial ,ki eei lilied m hei'elw I lie Iniee.’ine iii'-liiiinenl ’.sa - -aened and aekn-'w ledped Ivlnie me ihi' 1 d.u nl ■'fi' ... i -w r%rcpe.(7'\ic)U 'fY\ai>oc^r I I’eai i I'ai iiKT-' I I ( . an ()hin limited liahilii\ >. 'inpan \. nii hehal! n| ili^,- lin-Tiied liah'^lil\ Lnm['<aii’.. . -v. iU^- \nlai-\ l‘ut''lii.  FISCAL OFFICER’S CERTIFICATE As fiscal officer for the City of Middlcburg Heights, I hereby certify that funds sufficient to meet the obligations of the City in this Agreement (including specifically the funds required to meet the obligation of the City in the year 2022) have been lawfully appropriated for the purposes thereof and are available in the treasury, and/or arc in the process of collection to the credit of an appropriate fiind, free from any previous encumbrances. The City has no obligation to make payments pursuant to this Agreement except from Service Payments to be collected for deposit into the TIF Fund, which Service Payments arc in the process of collection. No City expenditures will be required in 2022. This certificate is given in compliance with Ohio Revised Code Sections 5705.41 ct scq. Dated; ,, 2022 Director off nance City of MiMcburg Heights, Cuyahoga County, Ohio 14  EXHIBIT A DEPICTION OF THE PROJECT AREA Site jMsin i' r -t! 15  Legal Description The Properly is the real estate; Parcel 1: Situated in the City of Middleburg Heights, County of Cuyahoga, State of Ohio, being pail of Original Middleburg Township Lot No. 11, Turnpike Tract, and part of a parcel of land now or formerly owned by Pearl Partners, LLC. as recorded in AFN: 201611160607 of Cuyahoga County Records, now being further known as Parcel 1 in the Map of Lot Split, Consolidation, and Dedication Plat for 6850 - 6860 and 6786 Pearl Road as recorded in AFN: 202205190767 of Cuyahoga County Records, containing 1.1759 acres, more or less, but subject to all highways, covenants, and easements of legal record as surveyed in March 2022 by Matthew A. Hildebrandt, Registered Professional Land Surveyor No. 8817 on behalf of MeSteen Land Surveyors under Project No. 21-318. Parcel 2: Situated in the City of Middleburg Heights, County of Cuyahoga, State of Ohio, being part of Original MiddleburgTownship Lot No, 10 and Lot No. 11, Turnpike Tract, and part of a parcel of land now or formerly owned by Pearl Partners, LLC, as recorded in AFN: 201611160607 of Cuyahoga County Records, now being further known as Parcel 2 in the Map of Lot Split, Consolidation, and Dedication Plat for 6850 - 6860 and 6786 Pearl Road as recorded in AFN: 202205190767 of Cuyahoga County Records, containing 1.1638 acres, more or less, but subject to a!! highways, covenants, and easements of legal record as surveyed in March 2022 by Matthew A. Hildebrandt, Registered Professional Land Surveyor No. 8817 on behalf of MeSteen Land Surveyors under Project No. 21-318. Parcel 3: Situated in the City of Middleburg Heights, County of Cuyahoga, State of Ohio, being part of Original Middleburg Township Lot No. 10 and Lot No. 11, Turnpike Tract, and part of a parcel of land now or formerly owned by Pearl Partners, LLC. as recorded in AFN: 201611160607 and AFN: 201611230300 of Cuyahoga County Records, now being further known as Parcel 3 in the Map of Lot Split, Consolidation, and Dedication Plat for 6850 - 6860 and 6786 Pearl Road as recorded in AFN: 202205190767 of Cuyahoga County Records, containing 4.9973 acres, more or less, but subject to all highways, covenants, and easements of legal record as surveyed in March 2022 by Matthew A. Hildebrandt, Registered Professional Land Surveyor No. 8817 on behalf of MeSteen Land Surveyors under Project No. 21-318, Parcel Numbers: PPNs 372-18-035 and 372-20-032, comprised of the following former PPNs: 372-18-035, 372-18-036. 372-20-007, and 372-20-032, located in Middleburg Heights, Ohio 16  EXHIBIT B DESCRIPTION OF DEVELOPER IMPROVEMENTS The Developer Improvements include, but are not limited to, any or all of the following improvements and all related costs ofpennanent improvements (including, but not limited to, those costs listed in R.C. Section 133.15(B)): Construction and development of approximately 44,750 square feet of retail and general commercial improvements in the Project Area and all related improvements and appurtenances. I he Developer Improvements include, but are not limited to, the following categories'; Demolition - Building & Footers 2. Demolition - Pavement & Utilities 3. Additional Dirt 4. Fencing, Asbestos Survey, SWPPP, Waste Removal 5. Grading & Earthwork 6. Domestic Water Service 7. Fire Service & Flange to Future Development Storm Sewer 9. Electric Service Conduit 10. Concrete Curb, Walks, Pads, Patios 11. Dumpster Enclosures 12. Site Lighting 13. Sanitary Sewer 14. Screen Walls 15. Grease Traps 16. Asphalt Paving 17. Landscaping 18. Miscellaneous Site Work I As of the date of this Agreement, the projected costs of the Developer Improvements in these categories is $1,741,900; provided, however, that the parties agree that such sum represents an estimate only and shall not limit the total actual cost of eligible Developer Improvements pursuant to this Agreement and the Ohio Revised Code. 17  EXHIBH c DESCRIPTION OF CITY IMPROVEMENTS The City Improvements include, but arc not limited to, any or all of the following improvements that will benefit the Project Area and all related costs of permanent improvements (including, but not limited to, those costs listed in R.C. Section 133.15(B)); ● Construction, reconstruction, extension, opening, improving, widening, grading, draining, curbing or changing of the lines and traffic patterns of, highways, streets, intersections, bridges (both roadway and pedestrian), sidewalks, bikeways, medians and viaducts accessible to and serving the public that benefit the Project Area, and providing signage (including traffic signage and informational/promotional signage), lighting systems, signalization, and traffic controls, and all other appurtenances thereto ● Construction, reconstruction, extension, opening, improving, widening, grading, draining or curbing of walking and/or multipurpose paths that benefit the Project Area. ● Construction, reconstruction or installation of public utility improvements (including any underground municipally owned utilities), storm and sanitary sewers (including necessary site grading therefor), water and fire protection systems, including, but not limited to, tap, capacity and connection improvements for accessing the water, storm and sanitary sewers, or fire protection systems, that benefit the Project Area, and all appurtenances thereto. ● Construction, reconstruction or installation of gas, electric and communication service facilities (including any underground lines or other facilities) that benefit the Project Area, and all appurtenances thereto. ● Construction, reconstruction and installation of stormwater and Hood remediation projects and facilities that benefit the Project Area, including such projects and facilities on private property when determined to be necessary for public health, safety and welfare. ● Continued and ongoing maintenance, paving, repaving, striping, grading and related work on roads, highways, streets, water and sewer lines constructed as part of the City Improvements. ● Construction or installation of strcclscapc and landscape improvements including trees, tree grates, signage, curbs, sidewalks, scenic fencing, street and sidewalk lighting, trash receptacles, benches, newspaper racks, burial of overhead utility lines and related improvements that benefit the Project Area, together with all appurtenances thereto, including, but not limited to streetscape improvements in conjunction with and along the roadway improvements described above. ● Acquisition of real estate or interests in real estate (including easements) (a) necessary to accomplish any of the foregoing City Improvements or (b) in aid of industry, commerce. 18 distribution or research, including, but not limited to, any acquisition of land in connection with the City’s taking title to any City Improvements. 19  EXHIBIT D FORM OF WRITTEN REQUISITION No. (For Costs of Developer Improvements) To; City of Middleburg Heights, Ohio Attention; Subject; Written Requisition for Developer Improvements pursuant to the terms of the Tax Increment Financing Agreement dated , 2022 (the “Agreement”), by and between the City of Middleburg Heights, Ohio, and Pearl Partners LLC (the "Developer^'). You arc hereby requested to approve the amount of $. as Costs of the Developer Improvements for the purposes set forth in Item 1 attached hereto. Unless otherwise defined herein, all capitalized terms set forth but not defined in this Written Requisition have the respective meanings assigned to them in the Agreement. The undersigned authorized representative of the Developer does hereby certify on behalf of the Developer that; (a) i have read the Agreement and definitions relating thereto and have reviewed appropriate records and documents relating to the matters covered by this Written Requisition; (b) The disbursement herein requested is for an obligation properly incurred, is a proper charge as Costs of the Developer Improvements (as defined in the Agreement), and has not been the basis of any previous reimbursement request; (c) The Developer is in material compliance with all provisions and requirements of the Agreement; (d) The reimbursement requested hereby does not include any amount which is being retained under any holdbacks or retainages provided for in any applicable agreement; (c) The Developer is either (i) not aware of any unpaid account claim from any subcontractor, material supplier or laborer who has performed labor or work or has furnished materials for the Developer for which reimbursement is requested pursuant to this Written Requisition; or (ii) has provided security discharging any known unpaid account claims. EXECUTED this day of , 2022. 20  By: Printed: Title: 21  I'l'EM 1 Requisition No., for the Developer Improvements Pay to. Amount $ For Account of: Account Number: Wiring Instructions: For the purpose of reimbursing the following payments previously paid by the Developer for tlic Developer Improvements: Name of Vendor Service Rendered Time Period Cost of Service Rendered 1. 2.