8809-15 Authorizing agreement with Rockport Square LLC

Home Browse Search

K. It is the intent of the City and Developer that this Agreement shall amend and restate the Original Development Agreement in its entirety except as described in Section 1. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto set forth, each of the Parties do hereby covenant and agree as follows: Section 1. Amendment and Restatement. The City and Developer acknowledge and agree that this Agreement amends and restates the Original Agreement in its entirety, except to the extent that defined terms used herein are defined in the Original Development Agreement; and except to the extent necessary as a reference to events described herein or obligations or rights described herein. Section 2. Engagement of Developer. (A) Subject to the terms and conditions of this Development Agreement, the Developer agrees to design, construct, buildntarket, sell, finance and otherwise develop the following: (1) The Original Public Improvements— -and the Original Development Improvements, as modified under this Agreement, which the parties acknowledge as complete as of the date -of this Development Agreement; (2) The Additional Public Improvements; (3) _ � Additional Developer Improvements. (B) Upon execution of this Development Agreement, Developer shall provide to the City copies of any changes injtsEArticles of Organization since the date of the Original Development Agreement, a recent Full -Force and Effect Certificate issued by the Secretary of State of Ohio dated not more -than thirty (34) =days prior to the date of this Development Agreement, and a copy of any changOp the Developer's by -laws or other governing documents since the date of the Original Development Agreement, and the consents /resolutions pursuant to which this Development Agreement has been approved in form and content by the members of the Developer. During the term of this Development Agreement, unless expressly permitted pursuant to the terms contained herein, the Developer shall not materially amend, modify, pledge, hypothecate, mortgage, assign or terminate its governing documents or any interest in the Developer without first obtaining the written consent of the City, which consent may in the City's reasonable discretion, be withheld; provided however. the City acknowledges that Developer's parent company is in the process of becoming a Real Estate Investment Trust (a "REIT "), and that notwithstanding the provisions of this Section 1(B), or any other provision of this Development Agreement to the contrary, transfers of interests in the Developer shall be permitted without prior review or consent of the City so long as any such transfers are to (1) affiliates of Forest City Enterprises, Inc., an Ohio corporation ( "FCE "), or (2) any REIT sponsored by FCE, or any successor, by operation of law or otherwise and/or any umbrella limited partnership related to any such REIT and in which the REIT has an ownership interest (an "UPREIT "), or any other entity that is an affiliate of either the UPREIT or the REIT and, (3) in addition to the foregoing, in no event or circumstance shall any consent or approval by City be (03163827.DOCx;6 ) 11727136.4 (2026928x2) 3