R2024-03 Resolution Authorizing a TIF Redvelopment Agreement between the City of Decatur and County Line Plaza, LLC

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actual cost(including carrying charges)to the Redeveloper of the Project (or allocable part) and the purpose of this provision is to preclude assignment of this Agreement or transfer of the Project or the Project Site (or any parts thereof) for pecuniary gain or profit prior to Substantial Completion of the Project and to provide that in the event any such assignment or transfer is made (and is not cancelled), the City shall be entitled to increase the purchase price of the Project Site to the Redeveloper by the amount that the consideration payable for the assignment or transfer is in excess of the amount that may be authorized pursuant to this Section 9.1.2(e)and such consideration shall,to the extent it is in excess of the amount so authorized,belong to and forthwith be paid to the City at the same time as or prior to the transfer. 9.2 Transfer of Project After Completion of Construction. After Substantial Completion of construction of the Project as certified by the City(in accordance with Sections 2.9 and 2.10 hereof), the Redeveloper(and any subsequent Owner of a Phase or any part thereof) may(but is under no obligation to)transfer the Project(or any portion thereof)without the consent of the City by instrument in writing reasonably satisfactory to the City, and in a form recordable among the land records,pursuant to which the transferee shall expressly assume with regard to the Phase (or any portion thereof) all of the obligations of the Redeveloper under this Agreement and agree to be subject to all the conditions and restrictions to which the Redeveloper is subject with regard to the Project or any portion thereof. Provided, that the fact that any transferee of, or any other successor in interest whatsoever to,the Phase(or any portion thereof), shall not have assumed such obligations or so agreed,shall not(unless and only to the extent otherwise specifically provided in the Agreement or agreed to in writing by the City) relieve or except such transferee or successor of or from such obligations,agreements,conditions,or restrictions,or deprive or limit the City of or with respect to any rights or remedies or controls with respect to the Project or the construction thereof,it being the intent of this,together with other provisions of this Agreement, that (to the fullest extent permitted by law and equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement)no transfer of the Project, a Phase (or any portion thereof), or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate legally or practically,to deprive or limit the City of any rights or remedies or controls regarding the Project and the construction thereof that the City would have had,had there been no such transfer. No such transfer shall be deemed to transfer any rights of the Redeveloper to the reimbursements set forth under Article W above,unless such rights are expressly set forth in the instrument of assignment. 9.3 Status of Assignee. Any assignee of the Redeveloper prior to Substantial Completion, who is approved under the terms of 9.1 above, may be designated in whole or in part the "Redeveloper" for all purposes of this Agreement as to such portion of the Project that has been assigned. Redeveloper may (but is not obligated to) provide by agreement for the sharing of any incentives or obligations pursuant to this Agreement at the time of any such assignment. If so elected by the Redeveloper,it may retain rather than assign the incentives provided under this agreement. If any agreement to assign so provides,the City will make payments directly to the Assignee as to the rights so assigned therein. 9.4 Assignment to Affiliated Entity. Nothing herein shall be construed to prevent the Redeveloper from assigning its interest in this Agreement to an affiliated entity owned or controlled by the Redeveloper or a majority of the owners of the Redeveloper, provided City of Decatur/County Line Plaza Redevelopment Agreement 12