2024-63 Ordinance Authorizing a TIF Redevelopment Agreement between the City of Decatur and Merchant Street South, LLC

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EXECUTION COPY ARTICLE IX: PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER 9.1 Prohibition Against Transfer of Projects Prior to Completion of Construction.The Redeveloper represents and agrees that prior to the Substantial Completion of construction of the 148 E. Main Project or 112 N. Merchant Project as certified by the City(in accordance with Sections 2.5 and 2.6 hereof) it will, under no circumstance, convey fee simple title to the 148 E. Main Property or 112 N. Merchant Property. 9.2 Transfer of Properties After Completion of Construction. After Substantial Completion of construction of the 148 E. Main Project or 112 N. Merchant Project as certified by the City(in accordance with Sections 2.9 and 2.10 hereof), the Redeveloper (and any subsequent Owner) may transfer the 148 E. Main Property or 112 N, Merchant Property(or any portion thereof)without the consent of the City by instrument in a form recordable among the land records. 9.3 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 that such entity or its guarantors has the financial capacity to perform the obligations of the Redeveloper pursuant to this Agreement and such entity in writing assumes such obligations and conditions in compliance with the terms and conditions set forth in Section 9.1.2(a) through (d) of this Agreement. 9.4 Reserved Rights of Redeveloper. Notwithstanding anything to the contrary in this Agreement, unless otherwise directed by the Redeveloper, the City will continue to remit the Public Investment pursuant to the provisions of Article IV of this Agreement to the Redeveloper. ARTICLE X: DEFAULT AND REMEDIES 10.1 Events of Default. The following shall be events of default (the 'Events of Default")with respect to this Agreement: 10.1.1 Misrepresentation. If any material representation made by the Redeveloper or the City in this Agreement, or in any certificate, notice, demand or request made by the Redeveloper or the City in writing and delivered to the other party pursuant to or in connection with any of said documents shall prove to be untrue or incorrect in any material respect as of the date made; or 10.1.2 Breach. Breach by the Redeveloper or the City of any material covenant, warranty or obligation set forth in this Agreement. -12-