R-05-11VILLAGE OF DEERFIELD
LAKE AND COOK COUNTIES, ILLINOIS
RESOLUTION NO. R -05 -11
A RESOLUTION WAIVING THE VILLAGE'S OPTION TO PURCHASE
THE DEERFIELD VILLAGE CENTRE PROPERTY FOR $36,900,000
WHEREAS, the Village of Deerfield possesses the contractual right of first opportunity to
purchase the Deerfield Village Centre Redevelopment Project as described in a certain
Redevelopment Agreement (the "Redevelopment Agreement ") dated March 15, 1999, between the
Village of Deerfield and Deerfield Village Centre, L.L.C. (the "Developer "), or any part thereof or
interest therein that the Developer or any successor or assign of the Developer desires to convey prior
to October 1, 2009, pursuant to Section 5.H of the Redevelopment Agreement; and,
WHEREAS, the Village has received formal written notice dated October 7, 2005 from the
Developer that the Developer desires to convey the Redevelopment Project to the Laramar Group,
L.L.C. for the purchase price of $36,900,000 pursuant to the terms and conditions of a certain
Purchase and Sale Agreement dated September 21, 2005 ( "Purchase and Sale Agreement "); and,
WHEREAS, the Village of Deerfield has the right of first opportunity option under Section
5.H of the Redevelopment Agreement to purchase the Redevelopment Project for the sum of
$36,900,000 pursuant to the terms and conditions of said Purchase and Sale Agreement, provided
that said option is exercised by the Village within 45 days after receipt of notice of the proposed sale;
and,
WHEREAS, the Board of Trustees of the Village of Deerfield have determined that it is not
in the public interest for the Village of Deerfield to purchase the Redevelopment Project pursuant to
Section 5.H of the Redevelopment Agreement;
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF
TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, in
the exercise of its home rule powers, as follows:
SECTION 1: The Village of Deerfield hereby waives its right to exercise the right of first
opportunity option provided in Section 5.11 of the Redevelopment Agreement dated March 15, 1999,
by and between the Village of Deerfield and Deerfield Village Centre, L.L.C., to purchase the
Redevelopment Project for the purchase price of $36,900,000 pursuant to the terms and conditions
set forth in that certain Purchase and Sale Agreement dated September 21, 2005 between the
Developer and the Laramar Group, L.L.C. This waiver shall not be construed as waiving or affecting
and other rights or interests of the Village under said Redevelopment Agreement
SECTION 2: This waiver is subject to receipt of an express written assumption by the
transferee of the Redevelopment Project of all obligations under said Redevelopment Agreement from
and after the effective date of the proposed transfer and conveyance.
SECTION 3: The Village Manager is hereby authorized and directed to provide the
Developer with a certified copy of this Resolution.
[This Space Left Blank Intentionally]
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SECTION 4: This Resolution shall be in full force and effect from and after its passage and
approval as provided by law.
PASSED this 7th day'of November , 2005.
AYES: Benton, Feldman, Rosenthal, Seiden, Struthers, Wylie (6)
NAYS: None (0)
ABSENT: None (0)
ABSTAIN: None (0)
APPROVED this 7th day c
ATTEST:
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