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R-03-10 - Res. Letter of Intent with MP Lemont & PNC BankRESOLUTION ' /0 RESOLUTION AUTHORIZING THE VILLAGE PRESIDENT TO EXECUTE LETTERS OF INTENT WITH MP LEMONT, LLC AND PNC AS TRUSTEE NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Lemont that: SECTION 1: That the Village President is authorized to Execute a Letter of Intent with MP Lemont, LLC and a Letter of Intent with PNC as Trustee for "Consideration and approval of Letters of Intent with MP Lemont, LLC and PNC as Trustee, in connection with purchase of the Parking Structure under the Redevelopment Agreement with MP Lemont, LLC." SECTION 2: Effective Date: This Resolution shall be in full force and effect from and after its passage, approval and publication in the manner provided by law. The Village Clerk of the Village of Lemont shall certify to the adoption of this Ordinance and cause the same to be published in pamphlet form. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL, AND DUPAGE, ILLINOIS, on this 1 lth _ day of January , 2010 Debby Blatzer Paul Chialdikas Clifford Miklos Rick Sniegowski Ronald Stapleton Jeanette Virgilio // / CHARLENE SMOLLEN, Village Clerk AYES NAYS PASSED ABSENT RIAN K. REAVES, Village President RESOLUTION RESOLUTION AUTHORIZING THE VILLAGE PRESIDENT TO EXECUTE LETTERS OF INTENT WITH MP LEMONT, LLC AND PNC AS TRUSTEE NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Lemont that: SECTION 1: That the Village President is authorized to Execute a Letter of Intent with MP Lemont, LLC and a Letter of Intent with PNC as Trustee for "Consideration and approval of Letters of Intent with MP Lemont, LLC and PNC as Trustee, in connection with purchase of the Parking Structure under the Redevelopment Agreement with MP Lemont, LLC." SECTION 2: Effective Date: This Resolution shall be in full force and effect from and after its passage, approval and publication in the manner provided by law. The Village Clerk of the Village of Lemont shall certify to the adoption of this Ordinance and cause the same to be published in pamphlet form. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL, AND DUPAGE, ILLINOIS, on this 1 lth _ day of January , 2010 Debby Blatzer Paul Chialdikas Clifford Miklos Rick Sniegowski Ronald Stapleton Jeanette Virgilio / CHARLENE SMOLLEN, Village Clerk AYES NAYS PASSED ABSENT v 747frK. REA ., Village President Village of Lemont Lemont, IL ( #' Village ) 418 Main Street Lemont, Illinois 60439 LETTER OF INTENT January JZ04010 PNC Bank, National Association, as successor Trustee of the AFL -CIO Building Investment Tit ("PNC as Trustee ") cfe PNC 1 601 K `Street, NW Suite 1100 Washington, DC 20006 Attn: Blair M%ic<e This letter, when signed by the Village and PNC as Trustee, shall consU+tute a Letter of Intent with respect to the repayment and retirement of the debt evidenced by the PNC Notes that are described an Exhibit A, and the release of the parties from certain obligations with respect to which MP Lemont, LLC, as successor to Marquette Property Investments, inc., as "Townb lder" (herein the "Developer "), has assigned ed certain: rests and rights to PNC as Trustee. This Letter of Intent summarizes certain major terms of the intended transaction and is a basis for the >negotiation > of the rernaining teats and the more specific dents of the transaction and the execution and delivery of a formal written agreement of the parties with respect to the transaction (the final"Contract): 1. Parties. (a) The Vie of Lemont, Illinois (" Viilag ), «9j PNC Bank, National Association. (successor by merger and acquisition of Mercantile -Sad Deposit and Trust Company, a Maryland corporation), as 'successor Trustee ePNC as Trustee"), of the AFL -CIO Building investment Trust, a trust emoting under the laws of Maryland 2. Note Pavrnents, The Village is to pay $1,300,000 to PNC as Trustee, as repayment Its foil for the PNC Notes, and all related oblgations. Such payments shall be accepted lsy PNC as Trustee as repayment of the obligations evidenced by the PNC Notes, and ail related obligations, irrespere of the fact that such repayment is' less than the full outstanding principal and inters due or payable under the PNC Notes and with respect to such related obligations; 3. Closinq. The consummation of the repayment of the PNC Notes and the related obligations shall occur not later than March 31, 2010. 4. Conditions. • (a) The transaction contemplated hereby is subject to the approval and authorization by the corporate authorities of the Village. (b) A condition precedent to the Village's obligation to repay the PNG Notes hereunder is that the Village shall have issued its bonds in an amount adequate to fund the repayment obligations of the Village hereunder. PNC as Trustee shall not participate in or be responsible for any statements, representations or warranties made in connection with the issuance of such bonds. The Village represents that there is a reasonable expectation that such bonds will be purchased and result in net bond proceeds of not less than is required for the repayment of the PNC Notes and the related obligations as provided herein and the Developer Note. • (c) The transaction contemplated hereby is subject to the receipt of all necessary internal approvals for BIT. (d) If the foregoing conditions are not in writing declared satisfied (or waived in writing, including by counsel and by fax or email): on or before February 15, 2010 by ,PNC as Trustee with respect to BIT, and on or before March 25, 2010 by the Village, the obligations of the parties hereunder shall cease and terminate. 5. Releases. Upon the payment by the Village of the amount provided hereunder, the Village, on the one hand, and PNC as Trustee on the other hand, shall mutually release each other from all obligations evidenced and secured by the PNC Notes, and all obligations relating to the project to which the PNC Notes relate, including without limitation the obligations, if any, of the Village to PNC as Trustee and all obligations, if any, of PNC as Trustee to the Village under and pursuant to that certain Redevelopment Agreement (the "Redevelopment Agreement ") made by and between the. Village and Marquette Property Investments, Inc. dated as of May 15, 2006 (as assigned August 22, 2006 to the Developer) and the Parking Structure described therein, and PNC as Trustee, shall release that certain Mortgage and Security Agreement given by MP Lemont, LLC, an Illinois limited liability company, to and in favor of .Mercantile -Safe Deposit and Trust Company, a Maryland corporation in its capacity as Trustee of the AFL -CIO Building Investment Trust, dated August 22, 2006, and recorded August 22, 2006 in the Office of the Recorder of Cook County, Illinois; and any security interest in the Redevelopment Agreement or Incremental Taxes thereunder and any other documents and instruments evidencing and securing the PNC Notes. PNC as Trustee is to provide such other documentation (e.g., UCC -1 releases) as is reasonably necessary to effect the Village's release and discharge as contemplated by this Letter of Intent. 6. Time of the Essence. Time shall be of the essence in the performance of the obligations of the parties. 2 8828791.5 7. Fees and Costs. Each party shall bear its own fees and costs in connection with the transaction contemplated hereby whether or not such transaction closes. 8. Brokers. No party to the transaction contemplated hereby has dealt with a broker, finder or intermediary in connection herewith and the each party shall indemnify, defend and hold harmless the other from against any and all claims for fees, commissions or other compensation claimed to be due to any broker; finder or intermediary retained or claimed to be retained by such party. 9. Lesgal Effect. The parties acknowledge and agree that a transaction of the type described in this Letter of Intent involves many terms and conditions that have not been agreed upon, and that the Contract may not be entered into or may or may not contain the matters set forth in this Letter of Intent. As a result, this Letter of Intent is not intended to be and does not constitute a complete or definitive statement of all of the terms and conditions of the proposed transaction, is subject to the negotiation and execution of the Contract, and, except with respect to paragraph 10 below, is not binding upon the parties. 10. Confidentiality. Subject to the qualification that the Village and /or PNC as Trustee each is subject to, as applicable, the Freedom of Information Act and other governmental requirements, with respect to which this Section 10 cannot be a limitation, the terms and provisions of this Letter of Intent and all correspondence and communications between parties relating hereto are to be confidential and shall not be disclosed to any person or entity by any party or their affiliates, partners, attorneys, employees and agents, except to the extent required to obtain the approvals of the corporate authorities of the Village and to effect the transaction contemplated hereby. No party shall issue any press release or other publicity regarding the transaction contemplated by this Letter of Intent without the prior written approval of the other party. 11. Termination. This Letter of Intent shall automatically and without further action of the parties, terminate and shall be of no further force and effect at 5:00 p.m. Chicago time on March 12, 2010, unless prior thereto the Contract shall have been executed and delivered by the parties. Upon execution by any party, a copy of applicable execution page shall be faxed or e- mailed to the other party. This Letter of Intent shall be null and void unless executed and so faxed or e- mailed or otherwise delivered at or before 5:00 p.m. January 15, 2010. [The executions are on the following page.] 3 8828791.5 • AGREED AND ACCEPTED this ]day of January, 2010. PNC Bank, National Association (successor by merger and aoctulsition of Mercantile-Safe Deposit and Trust Company, a Maryland corporation) as successorTrustee of the AFL-C10 Building Investment Trtititt a trust existing under the flaws of Maryland and riot in its corporate capadty AGREED AND ACCEPTED this ildiday of January, 2010. VILLAGE OF LEMONT By: Print Nani ian K. Rewire* village President [This page may be executed in counterparts and delivered by fax or e-maill 4 800679'1,6 Village of Lemont Lemont, IL ( "Village ") LETTER OF INTENT January i`. , 2010 MP Lemont, LLC (as successor to Marquette Property Investments, Inc. ( "MPII ", as "Developer " / "Townbuilder ") Naperville, IL This letter, when signed by the Village and Developer, shall constitute a Letter of Intent with respect to the repayment and retirement of the debt evidenced by the Developer Note that is described on Exhibit A (with respect to which undefined terms herein shall have the meanings therein), and related obligations, including the Developer Note as described on Exhibit A and the two PNC Notes as described on Exhibit A are held by PNC Bank National Association (successor by merger and acquisition of Mercantile -Safe Deposit and Trust Company, a Maryland corporation), as successor Trustee ( "PNC as Trustee "), of the AFL -CIO Building Investment Trust, a trust existing under the laws of Maryland ( "BIT "). This Letter of Intent summarizes certain major terms of the intended transaction and is a basis for the negotiation of the remaining terms and, as the case may be, the more specific details of the transaction and the execution and delivery of the formal written agreement of the parties with respect to the transaction (the final "Contract "): 1. Parties. (a) The Village of Lemont, Illinois ( "Village "). (b) MP Lemont, LLC, as successor to Marquette Property Investments, Inc., as "Townbuilder" (herein, the "Developer "). 2. Note Payments. The Village shall pay $400,000 to the Developer as repayment in full for the Developer Note, and all related obligations (except as described herein related to the Parking Structure). Such payments shall be accepted by the Developer as repayment of all obligations evidenced by the Developer Note, and certain related obligations, irrespective of the fact that such repayment is less than the full outstanding principal and interest due or payable under the Developer Note and with respect to such related obligations. 3. Closing. The consummation of the repayment of the Developer Note and the related obligations shall occur not later than March 31, 2010. 4. Conditions. (a) The transactions contemplated hereby are subject to the approval and authorization by the corporate authorities of the Village. (b) A condition precedent to the Village's obligation to repay the PNC Notes and the Developer Note hereunder is that the Village shall have issued its bonds in an amount of approximately $1,800,000, certain proceeds of which are to be used to fund the repayment obligations of the Village hereunder and with respect to the two PNC Notes described in Exhibit A. The Developer shall not participate in or be responsible for any statements, representations or warranties made in connection with the issuance of such bonds. The Village represents that there is a reasonable expectation that such bonds will be purchased and result in net bond proceeds of not Tess than is required for the repayment of the Developer Note and the related obligations as provided herein and the PNC Notes. (c) The transactions contemplated hereby are subject to the receipt of all necessary internal approvals for BIT and PNC as Trustee with respect to the PNC Notes and the Developer with respect to the Developer Note and related obligations (except paragraph 11(b) which shall not be so subject). (d) If the foregoing conditions are not in writing (which may be delivered by fax, e-mail or other method, including by counsel) declared satisfied (or waived) on or before March 1, 2010 by the Developer, and on or before March 25, 2010 by the Village, the obligations of the parties hereunder shall cease and terminate. 5. Releases. Upon the payment by the Village of the amount provided hereunder, the Village, on the one hand, and the Developer, on the other hand, shall mutually release each other from all obligations evidenced and secured by the Developer Note, and all obligations (except as provided herein related to the Parking Structure) relating to the project to which the Developer Note relates, including without limitation the obligations, if any, of the Village to the Developer under and pursuant to that certain Redevelopment Agreement made by and between the Village and Marquette Property Investments, Inc. dated as of May 15, 2006 (as assigned August 22, 2006 to the Developer) and the Parking Structure described therein (Provided that the Village's obligations of Article IV of such Redevelopment Agreement in connection with parking with respect to residential units are not required to be released.), and, as the Village anticipates, PNC as Trustee shall release that certain Mortgage and Security Agreement given by MP Lemont, LLC, an Illinois limited liability company, to and in favor of Mercantile -Safe Deposit and Trust Company, a Maryland corporation in its capacity as Trustee of the AFL -CIO Building Investment Trust, dated August 22, 2006, and recorded August 22, 2006, in the Office of the Recorder of Cook County, Illinois, and any other documents and instruments evidencing and securing the PNC Notes (Developer represents that none secure the Developer Note.). The Developer will 2 provide such other documentation as necessary to effect the Village's release and discharge as contemplated by this Letter of Intent, including such coordination with PNC as Trustee as shall be desirable or necessary. 6. Time of the Essence. Time shall be of the essence in the performance of the obligations of the parties. 7. Fees and Costs. Each party shall bear its own fees and costs in connection with the transactions contemplated hereby. 8. Brokers. No party to the transactions contemplated hereby has dealt with a broker, finder or intermediary in connection herewith and the each party shall indemnify, defend and hold harmless the other from against any and all claims for fees, commissions or other compensation claimed to be due to any broker, finder or intermediary retained or claimed to be retained by such party. 9. Legal Effect. The parties acknowledge and agree that transactions of the type described in this Letter of Intent involve many terms and conditions that have not been agreed upon, and that the Contract may not be entered into or may or may not contain the matters set forth in this Letter of Intent. As a result, this Letter of Intent is not intended to be and does not constitute a complete or definitive statement of all of the terms and conditions of the proposed transactions, is subject to the negotiation and execution of the Contract, and, except with respect to paragraphs 10 and 11(b) below, is not binding upon the parties. 10. Confidentiality. Subject to the qualification that the Village is subject to the Freedom of Information Act and other governmental requirements, with respect to which this Section 10 cannot be a limitation on the Village, the terms and provisions of this Letter of Intent and all correspondence and communications between parties relating hereto are to be confidential and shall not be disclosed to any person or entity by any party or their affiliates, partners, attorneys, employees and agents, except to the extent required to obtain the approvals of the corporate authorities of the Village and to effect the transactions contemplated hereby. No party shall issue any press release or other publicity regarding the transaction contemplated by this Letter of Intent without the prior written approval of the other party. 11. Termination. Except as to subparagraph (b) in this paragraph 11, this Letter of Intent shall automatically and without further action of the parties, terminate and shall be of no further force in effect at 5:00 p.m. Chicago time on March 31, 2010, unless prior thereto the bonds referenced above in paragraph 3(b) shall have been issued, the Contract shall have been executed and delivered by the parties, as applicable, and the transaction closed. (a) Upon execution by any party, a copy of the applicable execution page shall be faxed or e- mailed to the other party, with respect to which this Letter of Intent shall be null and void unless executed on and so faxed or e- mailed or otherwise delivered at or before 5:00 p.m. Januaryl5, 2010. 3 (b) Notwithstanding the foregoing, in the event the Village closes on the repayment of the PNC Notes, and as the case may be, the release of related obligations under the Redevelopment Agreement, whether or not the Village closes with the Developer on repayment of the Developer Note, the Developer hereby discharges and releases the Village as to any obligation to pay to the Developer any amounts otherwise payable under the Redevelopment Agreement, including but not limited to Incremental Taxes under such Redevelopment Agreement, and such obligations shall be and are hereby discharged and released to that extent. The Village is authorized itself to prepare, sign and file any UCC -1 releases, as applicable, for and on behalf of the Developer. [The executions are on the following page.] 4 AGREED AND ACCEPTED this day of January, 2010. VILLAGE OF LEMONT 1-- Print Nav .GR� 'mss, ao Titl os,64-07— AGREED AND ACCEPTED THIS DAY OF JANUARY, 2010. MP LEMONT, LLC ( "Developer" and "Townbuilder ") By: Print Name: o -j Title: 0E41 M 43612.. and MARQUETTE PROPERTY INVESTMENT, INC.* ( "MPII ") By: Print Name: Title: ii A-S« -c2. *MPII hereby joins in, accepts and approves this Letter of Intent and to the extent herein provided releases and discharges any claim against or in connection with the Redevelopment Agreement (including but not limited to Incremental Taxes). [This page may be executed in counterparts and delivered by fax or e- mail.] 5 EXHIBIT A Registered No. 1 (Installment) Taxable Tax Increment Redevelopment Revenue Note [Downtown Canal District 1 Redevelopment Project Area /Phase 1] Series 2006 in the maximum aggregate principal amount of $2,982,170 made by Village of Lemont with the initial registered owner being MP Lemont, LLC., an Illinois limited liability company dated August 22, 2006 and assigned and endorsed to Mercantile -Safe Deposit And Trust Company, a Maryland corporation in its capacity as Trustee of the AFL -CIO Building Investment Trust, a trust existing under the laws of Maryland ( "Registered Note 1 "). Registered No 2 (Installment) Taxable Tax Increment Redevelopment Revenue Note [Downtown Canal District 1 Redevelopment Project Area /Phase 1] Series 2006 in the maximum aggregate principal amount of $950,000 made by the Village of Lemont with the initial registered owner being MP Lemont, LLC., an Illinois limited liability company dated August 22, 2006 and assigned and endorsed to Mercantile -Safe Deposit And Trust Company, a Maryland corporation in its capacity as Trustee of the AFL -CIO Building Investment Trust, a trust existing under the laws of Maryland ( "Registered Note 2"). Registered Note 1 and Registered Note 2 are hereinafter collectively referred to as the "PNC Notes." Registered No. 3 (Installment) Taxable Tax Increment Redevelopment Revenue Note [Downtown Canal District 1 Redevelopment Project Area /Phase 1] Series 2006 in the maximum aggregate principal amount of $809,000 made by the Village of Lemont with the initial registered owner being MP Lemont, LLC., an Illinois limited liability company dated August 22, 2006. Registered Note 3 is hereinafter referred to as the "Developer Note." 6