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An Ordinance Authorizing Delivery of Consent to Assignment of Redevelopment Agreement (Palencia Properties LLC to DPIF4 IL 13 Pinnacle, LLC)
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WHEREAS, the Village of Romeoville (the “Village”) and Palencia Properties LLC (“Assignor”) have entered into that certain Redevelopment and Financing Agreement, dated February 1, 2023 and recorded in the office of the Will County Recorder as Document No. R2023010593 (the “Redevelopment Agreement”) pertaining to the development of the property described in Exhibit A hereto (the “Property”);
WHEREAS, Assignor and DPIF4 IL 13 Pinnacle, LLC (“Assignee,” as successor-in-interest by assignment from DPIF4 Acquisition Co LLC) have entered into that certain Agreement of Sale and Purchase, dated November 14, 2024, pertaining to Property (the “Purchase Agreement”) and following the conveyance of the Property, the Assignee will be the legal owner of all the Property owned by Assignor that is subject to the Redevelopment Agreement and the Annexation Agreement recorded as Document No. R2005031589, as the same has been amended by the First, Second and Third Amendments;
WHEREAS, the Purchase Agreement provides, among other things, that Assignor will assign all rights and obligations under the Redevelopment Agreement to Assignee pursuant to an assignment and assumption agreement (the “Assignment”);
WHEREAS, the Redevelopment Agreement provides that (1) the Assignor may not assign its obligations under the Redevelopment Agreement to any unaffiliated party without the Village’s consent and (2) the execution of an assignment in form satisfactory to the Village;
WHEREAS, in light of the Assignee’s assumption of the performance of the obligations related to the development of the Property as required by the applicable Village ordinances, the Annexation Agreement and specifically the Third Amendment to the Annexation Agreement approved by Village Ordinance No. ____________ and the Redevelopment Agreement as referenced herein, the Village is willing to consent to the assignment contemplated herein and to effectuate the assignment and release set forth in the Assignment; and
WHEREAS, the Village’s consent to the assignment as set forth herein is specifically granted on a limited basis to facilitate the closing of the transactions contemplated by the Purchase Agreement hereinabove described between Assignor and Assignee and for no other purposes whatsoever, and shall be valid and in effect for a period of sixty (60) days from the date of this Ordinance and thereafter void and of no further force or effect; and
WHEREAS, the Village’s consent to the assignment of the Redevelopment Agreement is further conditioned on the Assignor’s assignment of its rights to payment under the Redevelopment Agreement to the Assignee, and the Assignor’s release of the Village of and from any and all further obligations to Assignor relating to the Redevelopment Agreement, such release to be acceptable to the Village in form and substance.
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF ROMEOVILLE, WILL COUNTY, ILLINOIS:
SECTION ONE. That the foregoing Recitals are hereby incorporated into this Ordinance as if fully set forth in this Section 1.
SECTION TWO. That the Village hereby consents to the Assignment between Assignor and Assignee and the Village President is authorized and directed to execute the Village’s Consent to the Assignment in substantially the form attached hereto and incorporated as Exhibit B, and the Village Clerk is hereby authorized and directed to attest thereto.
SECTION THREE. That the Village hereby affirms that the Redevelopment Agreement is in full force and effect and ratifies all actions taken to date with respect to the Redevelopment Agreement.
SECTION FOUR. That the various provisions of this Ordinance are to be considered severable and if any part or portion of this Ordinance shall be held invalid by any Court of competent jurisdiction, such decision shall not affect the validity of the remaining provisions of this Ordinance.
SECTION FIVE. All prior Ordinances, or parts thereof in conflict or inconsistent with this Ordinance are hereby expressly repealed only to the extent of such conflict or inconsistency.
SECTION SIX. This Ordinance shall be in full force and effect from and after its passage, approval and publication in pamphlet form as provided by law, but only for a period of sixty (60) days from the date of such passage, after which this Ordinance and the consent of the Village as provided for herein shall become null and void and of no further effect, without notice to any party and without the requirement of any other or further action on the part of the Village.
Exhibit A Legal Description of "Property"
THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 8, TOWNSHIP 36 NORTH, RANGE 10 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN WILL COUNTY, ILLINOIS.
PIN: l l-04-08-400-001-0000
Exhibit B Village’s Consent to Assignment
Consent by Village of Romeoville to Assignment of Redevelopment Agreement Recorded as Doc. No. R2023010593 by Palencia Properties LLC as Assignor to DPIF4 IL 13 Pinnacle, LLC as Assignee
The Village, solely in its capacity as a party to the Redevelopment Agreement, hereby executes this Consent for the purposes of: (A) consenting to the assignments and assumptions of the Redevelopment Agreement as set forth in Section 2 of Ordinance 24-________and (B) agreeing that the Assignee, upon execution and delivery of this Consent and the closing of the transactions referenced in the recitals to Ordinance 24-______________, shall have all benefits and burdens set forth in the Redevelopment Agreement, as of the date Assignee takes title to the Property.
This consent is expressly conditioned upon the Village’s receipt of an executed release from the Assignor releasing the Village from further liability to the Assignor under the Redevelopment Agreement.
This Consent shall be specifically limited to the transactions contemplated in the recitals to Village Ordinance No. 24- authorizing the execution of this Consent, shall not be deemed to be the consent of the Village for any other transactions or any other purposes, and further shall be limited in duration to a period of sixty (60) days from the date of the adoption of Village Ordinance No. 20- authorizing the execution of this Consent, after which this Consent shall be null and void and of no further force or effect whatsoever, without notice from or the necessity of any other or further action on the part of the Village.
IN WITNESS WHEREOF, the Village has caused this Consent to Assignment and Assumption Agreement to be executed on or as of the day and year first above.
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VILLAGE OF ROMEOVILLE, an Illinois home rule municipal corporation |
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By: |
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John D. Noak, Village President |
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ATTEST: |
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Bernice Holloway, Village Clerk |
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