Cullman City 2013. Special Economic Development Agreement (02611689-7)
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Transcript of Cullman City 2013. Special Economic Development Agreement (02611689-7)
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SPECIAL ECONOMIC DEVELOPMENT AGREEMENT
Dated September 1, 2013
by
CITY OF CULLMAN, ALABAMA
and
MRP CULLMAN LLC
This Special Economic Development Agreement was prepared by Heyward C. Hosch
of Maynard, Cooper & Gale, P.C., 1901 Sixth Avenue North, 2400 Regions/Harbert
Plaza, Birmingham, Alabama 35203-2618.
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SPECIAL ECONOMIC DEVELOPMENT AGREEMENT
This SPECIAL ECONOMIC DEVELOPMENT AGREEMENT is made and entered as of
September 1, 2013 by the CITY OF CULLMAN, ALABAMA, an Alabama municipal corporation
(the "City"), and MRP CULLMAN LLC, a Delaware limited liability company (the "Developer").
Recitals
The Developer expects and intends to expand and increase the tax and revenue base of
the City by development of commercial enterprises within the corporate limits of the City.
The City has agreed to provide the Developer, as provided herein, the within referenced
Economic Development Payments.
Pursuant to the applicable laws of the State of Alabama, and for the purposes,
referenced herein, the City and the Developer have delivered this Agreement.
Agreement
NOW, THEREFORE, for and in consideration of the premises, and the mutual covenants
and agreements herein contained, the City and the Developer hereby covenant and agree as
follows:
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ARTICLE 1
DEFINITIONS
For purposes of this Agreement the following terms shall have the following
meanings:
Act of Insolvency shall mean, with respect to any Person, the appointment of a
receiver, liquidator or trustee of such Person or any of its Property or assets; or a general
assignment by such Person for the benefit of the creditors thereof; or the commencement of
proceedings by or against such Person under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation law or any jurisdiction, now or
hereafter in effect.
Calendar Quarter shall mean a period of three consecutive calendar months.
Economic Development Payments shall mean collectively the payments to be
made by the City to the Developer pursuant to Section 4.02.
Effective City Sales Tax Rate shall mean the sum of the percentage amounts
allocated to the City of the rates at which the Local Sales Taxes are levied, as set forth and
defined on Exhibit D hereto.
Effective Date shall mean September 1, 2013.
Enabling Law shall mean Amendment No. 772 of the Constitution of Alabama of
1901, as amended, as at any time amended or supplemented, or any successor provision of
law.
Existing Project Business shall mean and include (a) any Person identified on
Exhibit B and any Successor thereof and (b) any Relocated Business and any Successor
thereof.
Existing Project Business Sales Tax Period shall mean the period beginning on
the Effective Date and ending on August 31, 2016.
Existing Project Business Sales Tax Proceeds shall mean and include the net
proceeds from the levy of Local Sales Taxes within the Project Area which (a) are actually
received, determined on the basis of the Effective City Sales Tax Rate, by the City from
Existing Project Businesses and (b) the City is authorized by law to use for any lawful
purpose without restriction thereupon (i) provided by law or (ii) provided by ordinance orresolution of the City in effect on the Effective Date.
Existing Project Businesses shall mean and include collectively each Existing
Project Business.
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Fiscal Year shall mean the twelve (12) month period ending on September 30 or
such other 12-month period as shall be established from time to time by the City as the
Fiscal Year thereof.
Local Sales Taxes, as used herein,
(a) shall mean and include all privilege license and excise taxes levied at rates in
effect on the Effective Date, as set forth on Exhibit D, by the State of Alabama and Cullman
County, Alabama, under the following acts of the Legislature of the State of Alabama, a
portion of the net proceeds of which are allocated and distributed to the City:
(1) Act No. 63-66 of the 1963 Alabama Legislature (Second Special
Session), as amended by Act No. 2469 of the 1971 Alabama
Legislature (Special Session);
(2) Act No. 30 of the 1975 Alabama Legislature (Special Session);
(3) Act No. 81-599 of the 1981 Alabama Legislature (Regular Session);
(4) Act No. 93-705 of the 1993 Alabama Legislature (Regular Session); and
(b) shall not mean or include any tax levied by the City, including without
limitation any alcohol tax, business license tax, lodging tax, sales and use tax, or any tax
levied by the City pursuant to Ordinance No. 2003-13, Ordinance No. 2003-14, Ordinance
No. 2005-20, Ordinance No. 2007-7, Ordinance No. 2010-02, Ordinance No. 2010-10,
Ordinance No. 2011-09, or Ordinance No. 2013-14, as any of the same may be amended.
New Project Business Sales Tax Period shall mean the period (a) beginning on
the first to occur of (i) the date on which the Developer shall have poured foundations within
the Project Area for a New Project Business, or (ii) September 1, 2015, and (b) ending on the
seventh anniversary of the date on which the New Project Business Sales Tax Period is
determined to have begun.
New Project Business Sales Tax Proceeds shall mean and include the net
proceeds from the levy of Local Sales Taxes within the Project Area which (a) are actually
received, determined on the basis of the Effective City Sales Tax Rate, by the City from New
Project Businesses and (b) the City is authorized by law to use for any lawful purpose
without restriction thereupon (i) provided by law or (ii) provided by ordinance or resolution
of the City in effect on the Effective Date.
New Project Businesses shall mean and include collectively (a) a national or
regional grocer and (b) each other Person (i) who shall, after the Effective Date, receive abusiness license or permit from the City for the conduct, engagement, or operation of any
trade, business, vocation, occupation or profession within the Project Area and (ii) who is not
an Existing Project Business.
Developer shall mean MRP Cullman LLC, and the successors and assigns thereof.
Payment Request shall mean a Request for Payment of Economic Development
Payments in form and of content as set forth on Exhibit C hereto.
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Permitted Assignee shall mean any Person who shall have provided, or
contractually agreed in writing to provide, credit facilities to or for the benefit of the
Developer with respect to the capital improvement of the Project.
Person shall include any individual, corporation, general or limited partnership, jointventure, limited liability company or partnership, association, trust, unincorporated
organization and any government or any agency or political subdivision thereof.
Project shall mean the real property and improvements located within the City at
Second Avenue NW, Cleveland Avenue, NW, Katherine Street, NW, and Loring Street, NW,
bordering and encompassed by the regional shopping center in excess of 200,000 square
feet known as "Cullman Shopping Center", as more particularly set forth on Exhibit A hereto.
Project Area shall mean and include that portion of the real property described on
Exhibit A hereto which is controlled or owned by the Developer.
Project Property Tax Proceeds shall mean and include the proceeds from the levy
of ad valorem taxes (by any taxing authority) with respect to property (real, personal or
mixed) controlled or owned by the Developer and located within the Project Area which (i)
are actually received by the City and (ii) the City is authorized by law to use for any lawful
purpose without restriction thereupon provided by law.
Project Tax Proceeds shall mean collectively: (i) the Existing Project Business Sales
Tax Proceeds, (ii) the New Project Business Sales Tax Proceeds, and (iii) the Project Property
Tax Proceeds.
Quarterly Payment Date shall mean the twenty-fifth (25th) day of the second
month of a Calendar Quarter.
Relocated Business shall mean and include any Person who (a) holds a businesslicense or permit from the City, or is located in Cullman County, Alabama and outside the
corporate limits of the City, with respect to any trade, business, vocation, occupation or
profession which, on the Effective Date, is located at one or more locations outside of the
Project Area, and (b) after the Effective Date (i) ceases business operations at any location
or locations outside the Project Area and (ii) establishes business operations, in the same
line or type of business as that ceased, within the Project Area.
Successor shall mean any Person who succeeds to the business operations of an
Existing Project Business at the Project, and shall include, without limitation, any Person (a)
with which an Existing Project Business is consolidated, or (b) into which, or with which, an
Existing Project Business is merged, or (c) who acquires a controlling interest in and to
substantially all of the assets and property (tangible or intangible) of an Existing Project
Business (whether by consensual transaction or by takeover or by foreclosure or other legal
process or remedy), or (d) is the result of the change of name by an Existing Project
Business, or the business reorganization of an Existing Project Business, or the
reincorporation or conversion from one form of business entity to another form of business
entity by an Existing Project Business, or (e) otherwise succeeds to the rights, titles and
interests of an Existing Project Business.
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Termination Date shall mean that date on which the City shall have no obligation to
make any payment of Economic Development Payments under this Agreement pursuant to
Section 4.01(4).
Total City Commitment shall mean an amount up to and not to exceed
$6,000,000.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
SECTION 2.01 The City.
The City hereby represents as follows:
(1) The City has corporate power and authority to enter into this Agreement,
pursuant to the Enabling Law and to carry out its obligations hereunder and by propercorporate action the City has duly authorized the execution, delivery and performance of this
Agreement.
(2) The City seeks to achieve, by undertaking its obligations pursuant to the City
Agreement and the Resolution, to promote the local economic and industrial development of
the City, to increase employment in the City, and to increase the tax and revenue base of the
City, by retaining existing commercial retail businesses in improved facilities in Cullman
Shopping Center and by attracting nationally recognized commercial retail businesses who
have expressed interest in Cullman Shopping Center.
(3) The expenditure of public funds represented by the Economic DevelopmentPayments for the purposes set forth in this Agreement (i) will result in direct financial benefits
to the City and (ii) will serve a valid and sufficient public purpose, notwithstanding any
incidental benefit accruing to any private entity or entities.
(4) The indebtedness of the City incurred pursuant to the Enabling Law, including
the Total City Commitment, is less than fifty percent (50%) of the assessed value of the taxable
property in the City as determined for state taxation for the Fiscal Year immediately preceding
the Effective Date.
(5) All acts, conditions and things required by the Constitution and laws of the State
of Alabama to happen, exist, and be performed precedent to and in the execution, registration,
and delivery of this Agreement have happened, do exist, and have been performed in due
time, form and manner as required by law.
SECTION 2.02 The Developer.
The Developer hereby represents and warrants:
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(1) The Developer is duly organized, validly existing and in good standing as a
limited liability company under the laws of the State of Delaware and has duly authorized the
execution, delivery and performance of this Agreement.
(2) The Developer is duly registered and qualified to do business in Alabama.
ARTICLE 3
DURATION OF AGREEMENT
The obligations of the City and the Developer hereunder shall arise on the Effective
Date and shall continue until and terminate upon the Termination Date, except with respect to
any specific agreement or covenant which by its terms expressly survives termination of this
Agreement.
ARTICLE 4
AGREEMENTS AND OBLIGATIONS OF THE CITY
SECTION 4.01 Nature, Amount and Duration of Obligation of City.
The City and the Developer agree:
(1) Purpose. Pursuant to this Agreement, the City has agreed to pay to the
Developer in arrears the Economic Development Payments determined by the City to be due
and payable in accordance with the terms hereof.
(2) Limited Obligation. The obligation of the City for the payment of the
Economic Development Payments:
(a) is a limited obligation payable solely from the Project Tax Proceeds;
(b) shall never constitute a general obligation, or a charge against the
general credit or taxing powers, of the City within the meaning of any constitutional
provision or statutory limitation whatsoever;
(c) is subject to (i) all prior pledges of the Project Tax Proceeds for the
benefit of long term indebtedness of the City and (ii) in accordance with Johnson v.Sheffield, 183 So. 265 (Ala. 1938), the law-imposed requirement that, if necessary,
there must first be paid from all Project Tax Proceeds the legitimate and necessary
governmental expenses of operating the City.
(3) Limitations Upon Total Amounts of Economic Development Payments.
Anything in this Agreement to the contrary notwithstanding, the maximum amount of
Economic Development Payments the City shall pay under this Agreement during the term
hereof shall not exceed the Total City Commitment.
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(4) Duration and Termination. Anything in this Agreement to the contrary
notwithstanding, the City shall have no obligation to pay any amount of Economic
Development Payments under this Agreement from and after that date on which the City
shall have: (a) paid Economic Development Payments hereunder in an aggregate amount
equal to the Total City Commitment; or (b) terminated this Agreement pursuant to Section
6.02(2).
(5) No Obligation of Officers, Members of Governing Body of City, Etc. No
covenant or agreement contained in this Agreement shall operate or be construed as
a covenant or agreement of any officer, agent, employee, or member of the
governing body of the City in the individual capacity thereof and none of such
persons shall be liable personally on this Agreement or be subject to any personal
liability or accountability by reason of the authorization, delivery or performance of
this Agreement.
SECTION 4.02 Determination and Payment of Economic Development
Payments.
(1) Economic Development Payments.
The City shall pay to the Developer, or to any Permitted Assignee as provided herein,
the Economic Development Payments, upon receipt, prior to the Termination Date, of a
Payment Request properly completed and executed with respect thereto, subject to the
limitations upon the amounts of such Economic Development Payments set forth in Section
4.01(3) and after deduction therefrom of the amounts determined by the City under Section
4.02(3) as follows:
(a) Existing Project Business Sales Tax Proceeds. On each QuarterlyPayment Date during the Existing Project Business Sales Tax Period, and on the
Quarterly Payment Date that next succeeds the last day of the Existing Project
Business Sales Tax Period, the City shall pay to the Developer one-half () of the
Existing Project Business Sales Tax Proceeds received by the City during the then
immediately preceding Calendar Quarter.
(b) New Project Business Sales Tax Proceeds. On each Quarterly Payment
Date during the New Project Business Sales Tax Period, and on the Quarterly
Payment Date that next succeeds the last day of the New Project Business Sales Tax
Period, the City shall pay to the Developer one-half () of the New Project Business
Sales Tax Proceeds received by the City during the then immediately precedingCalendar Quarter.
(c) Project Property Tax Proceeds. On February 1 in each of the years
2014 through 2023, inclusive, the City shall pay to the Developer all of the Project
Property Tax Proceeds received by the City for the then immediately preceding Fiscal
Year.
(2) Successors.
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For all purposes of determining the amount of Economic Development
Payments due hereunder, each Successor shall be treated as an Existing Project
Business.
(3) Deduction for Costs.
The City shall deduct from the Economic Development Payments determined
under Section 4.02(1) the reasonable costs incurred by the City in the determination
of such amounts.
(4) Special Payments in Respect of Law-Imposed Requirement.
The City agrees that, if the City does not pay any amount of Economic Development
Payments when and as due under Section 4.02(1), as a result of the use of such amounts for
purposes referenced in Section 4.01(2)(c), then (i) the amounts thereof which shall not have
been paid will remain outstanding and due and owing to the Developer, or Permitted
Assignee, as the case may be, until paid in full, and (ii) the City will pay all such amounts tothe Developer, or Permitted Assignee, as soon as practical solely from the Project Tax
Proceeds.
(5) Authorization and Direction to City Officers to Pay Economic DevelopmentPayments.
The City does hereby authorize and direct the Mayor and the Treasurer (or any
successor to the functions thereof) of the City to pay the Economic Development Payments
in the amounts and at the times the Economic Development Payments become due and
payable as provided herein.
(6) Payments to Developer and Permitted Assignee.
(a) The City shall pay all Economic Development Payments only (i) to the
Developer or (ii) to any Permitted Assignee in whose name this Agreement shall be
registered as provided in Section 7.08 hereof.
(b) All payments to the Developer, or to any Permitted Assignee, of any
Economic Development Payments by the City shall be valid and effectual to satisfy
and discharge the obligation of the City therefor to the full extent of the amounts so
paid.
SECTION 4.03 Inspection of Records
The City will permit any attorneys, accountants or other agents or representatives
designated by the Developer or any Permitted Assignee to visit and inspect any of the
accounting systems, books of account, and financial records and properties of the City which
pertain to the determination of Economic Development Payments, not more frequently than
once in each Calendar Quarter, all at reasonable business times and upon reasonable
notice.
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ARTICLE 5
OBLIGATIONS OF THE DEVELOPER
(1) The Developer hereby agrees to duly and punctually observe and perform all
agreements thereof under this Agreement.
(2) During the term of this Agreement, the Developer shall (i) make a new
investment of not less than $10,000,000 within eight years for the development, expansion,
and redevelopment of the Project and (ii) complete a comprehensive capital improvement of
the Project including, without limitation, architectural improvements, landscaping and
hardscaping improvements, and structural improvements.
(3) The Developer shall cause to be delivered to the City an executed lease
agreement with a national retailer or tenant, which shall be a New Project Business, by
September 1 , 2015.
(4) The Developer shall use the proceeds of the Economic Development Payments
solely for the purpose of development and operation of the Project.
(5) The Developer will pay all fees and expenses of the City, including counsel
therefor, in connection with the execution and delivery of this Agreement.
(6) (a) The Developer agrees to defend, protect, indemnify, and hold harmless
the City, its agents, employees, and members of its governing body, from and
against all claims or demands, including actions or proceedings brought thereon, and
all costs, expenses, and liabilities of any kind relating thereto, including reasonableattorneys fees and cost of suit, arising out of or resulting from any of the following,
provided, however, that the foregoing indemnity will not extend to the negligent
misconduct of the City, its agents, employees, and members of its governing body:
(i) any construction activity performed by Developer, or anyone claiming by through,
or under Developer; and (ii) any loss of life, personal injury, or damage to property arising
from or in relation to the entry upon, construction, use, operation or occupancy of the
Project, including, without limitation, tenants, customers and invitees of the Project and/or
Developer.
(b) The agreements and covenants in this Article 5 shall survive the termination
of this Agreement with respect to events or occurrences happening prior to or upon thetermination of this Agreement and shall remain in full force and effect until commencement
of an action with respect to any thereof shall be prohibited by law.
(7) The Developer agrees that if the Developer fails to perform the obligations thereof
under Article 5(3): (a) the Developer shall, upon written demand by, and at the sole option
of, the City, repay to the City an amount equal to the total amount of Economic
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Development payments the Developer, or any Permitted Assignee, shall have received
from the City hereunder prior to the date of such demand by the City, and (b) the City may,
at the sole option thereof, suspend, withhold, or terminate, in whole or in part, payment of
the Economic Development Payments to the Developer, or any Permitted Assignee, from
and after the said date of such demand for repayment thereof by the City under Article 5(7)
(a), until such date as the City shall determine the Developer is in compliance with Article
5(3), whereupon the City shall thereafter make Economic Development Payments in
accordance with the terms hereof; provided, however, the City shall have no liability or
obligation to pay any Economic Development Payments for the period in which such
payments were suspended, withheld, or terminated under this Article 5(7)(b).
.
ARTICLE 6
EVENTS OF DEFAULT AND REMEDIES
SECTION 6.01 Events of Default.
Any one or more of the following shall constitute an event of default by the City or the
Developer hereunder (an "Event of Default") under this Agreement:
(1) default in the performance, or breach, of any covenant or warranty of the City
in this Agreement, including without limitation default in the payment of any Economic
Development Payments under Section 4.02 hereof, and the continuance of such default or
breach for a period of 30 days after there has been given, by registered or certified mail, to
the City by the Developer a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a notice of default hereunder, provided thatif such default is of a kind which cannot reasonably be cured within such thirty-day period,
the City shall have a reasonable period of time within which to cure such default, provided
that it begins to cure the default promptly after its receipt of such written notice and
proceeds in good faith, and with due diligence, to cure such default; or
(2) default in the performance, or breach, of any covenant or warranty of the
Developer in this Agreement, and the continuance of such default or breach for a period of
30 days after there has been given, by registered or certified mail, to the Developer by the
City a written notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a notice of default hereunder, provided that if such default is of
a kind which cannot reasonably be cured within such thirty-day period, the Developer shallhave a reasonable period of time within which to cure such default, provided that it begins
to cure the default promptly after its receipt of such written notice and proceeds in good
faith, and with due diligence, to cure such default; or
(3) an Act of Insolvency occurs with respect to the Developer.
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SECTION 6.02 Remedies.
(1) Each party hereto may proceed to protect its rights and interests by suit in
equity, action at law or other appropriate proceedings, whether for the specific performance of
any covenant or agreement of any other party herein contained or in aid of the exercise of any
power or remedy available at law or in equity.
(2) Anything in this Agreement to the contrary notwithstanding, the City may
terminate this Agreement upon the occurrence of an Event of Default under Section 6.01(2) or
Section 6.01(3), whereupon the City shall have no further obligation hereunder.
SECTION 6.03 Remedies Subject to Applicable Law.
All rights, remedies and powers provided by this Agreement may be exercised only to
the extent the exercise thereof does not violate any applicable provision of law in the premises,
and all the provisions of this Article are intended to be subject to all applicable mandatory
provisions of law which may be controlling in the premises and to be limited to the extent
necessary so that the same will not render this Agreement invalid or unenforceable.
ARTICLE 7
PROVISIONS OF GENERAL APPLICATION
SECTION 7.01 Enforceability.
The provisions of this Agreement shall be severable. In the event any provision hereof
shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall
not invalidate or render unenforceable any of the remaining provisions hereof.
SECTION 7.02 Prior Agreements Cancelled.
This Agreement shall completely and fully supersede all other prior agreements, both
written and oral, by the parties hereto relating to the matters contained herein. None of the
parties hereto shall hereafter have any rights under any of such prior agreements but shall look
to this Agreement for definition and determination of all of their respective rights, liabilities and
responsibilities relating to the matters contained herein.
SECTION 7.03 Counterparts.
This Agreement may be executed in counterparts, each of which shall constitute but
one and the same agreement.
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SECTION 7.04 Binding Effect; Governing Law.
(1) This Agreement shall inure to the benefit of, and shall be binding upon, the
parties hereto and their respective successors and assigns except as otherwise provided
herein.
(2) This Agreement shall be governed exclusively by the laws of the State of
Alabama.
SECTION 7.05 Notices.
(1) All notices, demands, consents, certificates or other communications hereunder
shall be in writing, shall be sufficiently given and shall be deemed given when delivered
personally to the party or to an officer of the party to whom the same is directed, or mailed by
registered or certified mail, postage prepaid, or sent by overnight courier, addressed as follows:
(a) if to the City: (b) if to the Developer:
City Hall 2801 Highway 280 South
204 2nd Avenue NE Suite 345
Cullman, Alabama 35055 Birmingham, Alabama 35223
(2) Any such notice or other document shall be deemed to be received as of the
date delivered, if delivered personally, or as of three (3) days after the date deposited in the
mail, if mailed, or the next business day, if sent by overnight courier.
SECTION 7.06 Delegation and Assignment of this Agreement by Developer.
(1) The Developer shall have no authority or power to, and shall not, delegate toany Person the duty or obligation to observe or perform any agreement or obligation of the
Developer hereunder.
(2) (a) The Developer may, with prior written notice to, and prior written
consent (which the City shall not unreasonably withhold, delay or condition) of, the City,
assign or pledge any right of the Developer hereunder or any interest of the Developer
herein only to a Permitted Assignee.
(b) Any Permitted Assignee may, with prior written notice to, and prior
written consent of, the City, assign or pledge any right of such Permitted Assignee
hereunder or any interest of such Permitted Assignee herein only to another Permitted
Assignee.
(c) The Developer, or any Permitted Assignee in whose name this
Agreement is registered, may assign or pledge this Agreement only in accordance with
the provisions of Section 7.08.
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SECTION 7.07 Amendments
This Agreement may be amended or supplemented only by an instrument in writing
duly authorized, executed and delivered by the City and the Developer , or any Permitted
Assignee in whose name this Agreement shall be registered as provided in Section 7.08.
SECTION 7.08 Agreement Not To Be a Negotiable Instrument; Registration of
Agreement and Assignment or Pledge of this Agreement.
( a) This Agreement (i) shall not operate or be construed as a negotiable instrument
under the laws of the State of Alabama (including without limitation the Uniform Commercial
Code as at any time in effect in Alabama) and (ii) may not be assigned, pledged, or transferred
except in accordance with this Section.
(b) This Agreement shall be registered in the name of the Developer, or any
Permitted Assignee, on the books of the City maintained for such purpose. The Developer, or
any Permitted Assignee in whose name this Agreement shall be registered as provided herein,may, upon prior compliance with Section 7.06, assign or pledge any right hereunder or interest
herein only upon (i) surrender of this Agreement to the City, (ii) recordation of such assignment
or pledge on such books, and (iii) endorsement of such assignment or pledge by the City on the
Registration of Ownership attached hereto. The Developer, or any such Permitted Assignee,
shall pay all expenses of the City in connection with compliance with Section 7.06 and this
Section.
(c) Each Permitted Assignee shall take this Agreement subject to all payments of
Economic Development Payments that shall have been made hereunder, and all amendments,
modifications and supplements that shall have been made hereto, prior to the date of
registration of this Agreement in the name of such Permitted Assignee.
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Execution and Registration
IN WITNESS WHEREOF, the City has caused this Agreement to be executed in its name,
under seal, and the same attested, and registered as a conditional claim against the Economic
Development Payments, by officers thereof duly authorized thereunto, and caused this
Agreement to be dated the Effective Date.
CITY OF CULLMAN, ALABAMA
SEAL By
Its Mayor
ATTEST:
Its
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Execution
IN WITNESS WHEREOF, the Developer has caused this Agreement to be executed in its
name, under seal, by legal representatives thereof duly authorized thereunto, and caused this
Agreement to be dated the Effective Date.
MRP CULLMAN LLC
By
Its
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REGISTRATION OF OWNERSHIP
This Agreement is recorded and registered on the books of the City of Cullman,
Alabama, maintained for such purposes, in the name of the last Person (who shall be the
Developer or a Permitted Assignee under the Agreement) named below and the Economic
Development Payments shall be payable only to such Person.
Date of Registration In Whose Name Registered
Signature of Authorized
Officer of City
September 1, 2013 MRP Cullman LLC ________________
________________ ________________ ________________
________________ ________________ ________________
________________ ________________ ________________
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EXHIBIT A
Project Area
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EXHIBIT B
Existing Project Businesses
ABC Store
Shoe Department (Encore)
Rue 21
Classy Nails
Belk
J.C. Penny
Rite Aid
Radio Shack (Helms Stereo Center)
Books-A-Million
Merle Norman
Salon Generations
Gentiva
Premier Bank
Hardees
Peoples Bank (ATM)
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EXHIBIT C
Request for Payment of Economic Development Payments
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Request for Payment of Economic Development Payments
From: MRP Cullman LLC
To: City of Cullman, Alabama
Date: _______________, 20__
Re: Special Economic Development Agreement dated September 1, 2013 by Cityof Cullman, Alabama ( the "City") and MRP Cullman LLC (the "Developer").
______________________________________________________________________________________
1. Capitalized terms used herein shall have the respective meanings assigned inthe above Agreement.
2. The undersigned, as Developer or Permitted Assignee under the aboveAgreement, hereby requests payment by the City of the following Economic DevelopmentPayments, to be determined by the City as provided in the Agreement:
____ Pursuant to Section 4.02(1)(a) of the Agreement, Existing Project Business SalesTax Proceeds for the Calendar Quarter ____________, 20__ to ________________, 20__, whichCalendar Quarter does not extend beyond August 31, 2016;
____ Pursuant to Section 4.02(1)(b) of the Agreement, New Project Business Sales Tax
Proceeds for the Calendar Quarter _______________, 20__ to _________________, 20__, whichCalendar Quarter does not extend beyond the last date of the New Project Business Sales
Tax Period;
____ Pursuant to Section 4.02(1)(c) of the Agreement, Project Property Tax Proceedsfor the Fiscal Year ending September 30, 20__, which Fiscal Year is not later than the Fiscal
Year ending September 30, 2022.
3. The undersigned does hereby certify, represent and warrant that the totalamount of Economic Development Payments the City has paid under the Agreement:
(a) is derived solely from property within the Project Area which is ownedor controlled by the Developer; and
(b) for the entire term in which this Agreement shall have been in effect
(____________) is $_______________, which amount, together with the amountsrequested hereby, do not exceed the Total City Commitment.
IN WITNESS WHEREOF, the undersigned Developer has caused this instrument tobe executed in its name, under seal, by an officer thereof duly authorized thereunto.
_____________________________________as Developer or Permitted Assignee
By __________________________________
Its __________________________________
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EXHIBIT D
Local Sales Taxes
Act No. Total Rate Term City Portion[1] Taxing Authority
63-66; 71-2469
1.00% N/A 0.40% State
75-30 1.00% N/A 0.50% State
81-599 1.00% N/A 0.45% State
93-705 1.00% N/A 0.40% Cullman County
4.00% 1.75%
[1] The amount of 1.75% is defined in the Agreement as the Effective City Sales TaxRate.