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HomeMy Public PortalAboutResolution 1792RESOLUTION NO. 1792 A RESOLUTION AUTHORIZING AN AMENDMENT TO A CERTAIN DEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF PLAINFIELD AND NORTHERN BUILDERS, INC. DATED MAY 21ST, 2018 WHEREAS, the Village of Plainfield and Northern Builders, Inc. ("Northern") have heretofore entered into a certain development agreement dated as of May 21st, 2018 (the "Agreement"); and WHEREAS, the Village has subsequently entered into a certain Intergovernmental Agreement dated as of May 5, 2020 (the "IGA") with Pace, the Suburban Bus Division of the Regional Transportation Authority, as the same has subsequently been amended; and WHEREAS, the IGA was entered into subsequent to the Agreement, but pertains to the development of property subject to the Agreement; and WHEREAS, the Agreement now requires certain technical revisions to clarify its provisions in light of the later adoption of the IGA and to eliminate any inconsistencies between the provisions of the Agreement and the provisions of the IGA. BE IT RESOLVED BY THE PRESIDENT AND BOARD TRUSTEES OF THE VILLAGE OF PLAINFIELD, WILL AND KENDALL COUNTIES, ILLINOIS, AS FOLLOWS: Section 1: That the Corporate Authorities of the Village of Plainfield hereby authorize the execution of an amendment to the Agreement, in substantially the form attached hereto and incorporated herein by reference as Exhibit A. Section 2: This Resolution shall be in full force and effect from and after its passage and approval. PASSED THIS 7TH DAY OF DECEMBER, 2020. AYES: Benton, Bonuchi, Calkins, Kalkanis, Larson, Wojowski NAYS: None ABSENT: None APPROVED THIS 7TH DAY OF DECEMBER, 2020. VILLLAGE PRESIDENT AT; VILLAGE CLERK FIRST AMENDMENT TO DEVELOPMENT AGREEMENT This First Amendment (the "Amendment") is made and entered into this 7th day of December, 2020, by and between the Village of Plainfield, an Illinois Municipal Corporation (hereinafter sometimes referred to as "Village"), and Northern Builders, Inc. as contractor and Plainfield Northern LLC (hereinafter referred to jointly as "Developer"). The Village and Developer may sometimes be referred to individually as a "Party" and collectively as the "Parties". WITNESSETH: WHEREAS, Village is an Illinois home rule municipality organized and existing under the Illinois Constitution of 1970; and WHEREAS, Developer and Village have heretofore entered into a certain development agreement dated as of May 21, 2018 (the "Agreement"); and WHEREAS, Section 3.D of the Agreement establishes certain rights and obligations of the Parties with respect to the Village's platting and conveyance of portions of the Village Property to the Developer; and WHEREAS, subsequent to the Parties' entry into the Agreement, the Village and Pace, the Suburban Bus Division of the Regional Transportation Authority, an Illinois municipal corporation ("Pace") entered into an intergovernmental agreement (the "IGA"), pursuant to which the Village agreed to contact with Developer for the construction of a building (the "Pace Building") and the construction of Wood Farm Road on a portion of the Village Property; and WHEREAS, based upon the IGA, the Village and Developer have subsequently entered into a certain Design -Build Agreement approved by the Village on April 20, 2020 and Amendment to Design -Build Agreement executed by the Village on October 21, 2020 (collectively, the "DBA") by which the Developer shall construct the Pace Building and Wood Farm Road upon a portion of the Village Property; and WHEREAS, the DBA and IGA collectively contemplate that upon the completion of the Pace Building, the approval and acceptance thereof by the Village and Pace and the making of all final payment due to Developer for its construction of the Pace Building, the Village shall take such steps as are necessary to convey that portion of the Village Property on which the Pace Building has then been constructed to Pace; and WHEREAS, to provide clarity and greater consistency between the provisions of the Agreement and the DBA and IGA, the Parties mutually desire to amend Section 3.D. to provide for the ability of the Village to convey that portion of the Village Property on which the Pace Building has then been constructed directly to Pace, subject to the prior approval and acceptance thereof by the Village and Pace, and to prior payment in full to Developer for its construction of the Pace Building, all as more fully hereinafter set forth; and WHEREAS, the Parties mutually desire to extend the Agreement and amend Section 3.D.3 to extend the Agreement to November 21, 2022; and NOW THEREFORE, in consideration of the foregoing premises and in further consideration of the mutual covenants, conditions and agreements herein contained, Developer and Village hereby agree as follows: SECTION ONE: Incorporation of Preambles The recitals contained in the Preamble hereto are material and are hereby incorporated as a part of this Amendment. Developer and the Village shall fully cooperate with each other in carrying out the terms of this Amendment. All parties represent that they have full authority to enter into this Amendment pursuant to law. SECTION TWO: Amendment to Section 3.D of the Agreement 2 Section 3.D of the Agreement shall hereby be amended by the addition of the following text, to be codified therein as and for a new Section 3.D.2.a thereof: Notwithstanding any contrary provision of this Agreement or specifically of this Section 3.D.2, Developer acknowledges and agrees that Village shall, pursuant to its Intergovernmental Agreement with Pace, the Suburban Bus Division of the Regional Transportation Authority, an Illinois municipal corporation ("Pace") and upon Developer's completion of the building to be built for Pace (the "Pace Building") on a portion of the Village Property pursuant to that certain Design -Build Agreement approved by the Village on April 20, 2020 and Amendment to Design - Build Agreement executed by the Village on October 21, 2020 (collectively, the "DBA"), the acceptance of the Pace Building by the Village and Pace as contemplated by the DBA and the IGA, and Developer's receipt of payment in full for the completed Pace Building in accordance with the DBA and IGA, convey that portion of the Village Property improved with the Pace Building directly to Pace, in lieu of any conveyance of the same to the Developer otherwise required by Section 3.D.2 of this Agreement, provided, however, that such a conveyance of that portion of the Village Property improved with the Pace Building directly to Pace shall for all other purposes under this Agreement be deemed to have been a conveyance thereof to the Developer. SECTION THREE: Amendment to Section 3.D.3 of the Agreement Section 3.D.3 of the Agreement shall hereby be amended by the addition of the following provisions at the end of the existing provisions: Notwithstanding anything to the contrary in this Agreement the Parties hereby mutually agree and acknowledge that the term of this Agreement by and hereby is extended so that the Agreement terminates on November 21, 2022, if the Developer shall not by such date have acquired title to 5.00 acres or more of Village Property (exclusive of detention or roadway areas), or shall have been deemed to have acquired the same under the provisions of this Agreement. SECTION FOUR: Effect of Amendment The terms and provisions of this Amendment shall supersede and control over any expressly conflicting terms, conditions or provisions of the Agreement, but all other terms, conditions and provisions of the Agreement are currently and shall remain in full force and 3 effect, and the same shall not in any way be altered, affected, modified, limited or construed by the terms, conditions and provisions of this Amendment. Any term used and defined in the Agreement and also used or referred to in this Amendment shall have the same meaning in this Amendment as set forth therefor in the Agreement. This Amendment and the Agreement, taken together, set forth all the promises, inducements, agreements, conditions and understandings between Developer and the Village relative to the subject matter thereof, and there are no promises, agreements, conditions or understandings, either oral or written, express or implied, between them, other than are set forth therein. Except as herein otherwise provided, no other or subsequent alteration, amendment, change or addition to the Agreement shall be binding upon the parties hereto unless authorized in accordance with law and reduced in writing and signed by them. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized signatory on the dates indicated below. 4 It_s: Dat F-4 Developer Northern Builders, Inc. Oacu.11p.. by LI te as V. 6ntsuki Thomas D. Grusecki President &. CEO Attest: By: Name: Its: Dates Plainfield Northern By: Name: Its: Dated: Attest: By: Name: 1 6222 Its: ,e. \i‘e r�cS� t-11 e( 4- t) Dated: (L) CI 2r p Village of Plainfield By: Name: M chael P. Collins Title: Village President Date: /c.2/7 / a ‘,av Attest: By: Name: Michelle Gibas Its: Village Clerk Dated: 6