Elyria council rejects development-agreement amendment amid dispute over assignment language

At the Elyria City Council meeting, council members voted 9-2 against approving an amendment to a development agreement with DBR Commercial Realty LLC after disagreement over assignment language and unresolved litigation.

The vote came on a motion to “approve the amendment to the development agreement with DBR subject to final approval of assignment language by the mayor and law director to be resolved no later than 04/30/2025,” moved by Mr. Lipien and seconded for discussion. Council rejected the motion by roll call, with two members voting in favor and nine against.

The dispute centered on assignment language that would govern whether and how the developer could transfer rights and obligations under the agreement to another party. Law Director Deary said the city must know who it contracts with and that standard assignment language is necessary. “When we are talking about any sort of contract ... the city has not only the right but absolutely — I will say it is the right — to know who we are contracting with,” Deary said.

Proponents of the amendment, including the motion’s sponsor, said the project has been under negotiation for years and could bring millions in new construction and tax value to the city. “I support the project,” one council member said, stressing that parts of the development would be mixed-use and that delays have an opportunity cost for the city and local schools.

Opponents and several council members said they had not received assignment language until the day of the meeting and were not prepared to vote. Several also echoed Deary’s view that the city’s contracting authority — the mayor per the charter — must have clarity about assignments and that the law director cannot approve an agreement “as to form” if the assignment language remains unacceptable.

Council also heard that litigation tied to the development is ongoing: the law director said the case remains in discovery, thousands of documents have been exchanged, and depositions are likely within six to eight weeks; pretrial and trial dates have been set for next year. That litigation weighed into members’ concerns about approving the agreement while key terms remained unsettled.

After the failed vote, councilmembers discussed scheduling a strategic planning or special meeting to review the agreement and related legal advice. Deary said she and outside counsel planned to confer with the developer’s legal team and that, if the parties could pin down a final draft by the morning of May 2, she did not see why the matter could not be brought to strategic planning on May 5.

The motion’s failure leaves the development agreement unresolved. Council members who opposed voting said they wanted time to review assignment language and receive input from outside counsel; proponents said delay continues to cost the city attorney fees and foregone tax value.

Council discussion also touched on related financing: finance staff indicated they had reached agreement with the proponent on certain TIF financial mechanics in a recent meeting, but planning, assignment language and litigation remain outstanding.

Council did not adopt the development agreement amendment; next steps include continued negotiation among the law director, mayor, outside counsel and the developer, and potential additional briefings for council members before any further vote.