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HomeMy WebLinkAbout08-0312 Center City Apartments 0%-63 is -('(OF E<C eaft _ Memorandum City of Elgin Date: April 30, 2008 To: Diane Robertson, City Clerk From: Barbara Furman, Legal Secretary Subject: Center City Apartments Attached for the City Clerk's files a copy of the fully executed Redemption, Assignment, Assumption and Amendment Agreement dated March 12, 2008 regarding the above-referenced property. Attachment REDEMPTION, ASSIGNMENT,ASSUMPTION AND AMENDMENT AGREEMENT This REDEMPTION, ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this "Agreement") is made and entered into as of the LZ' day of March, 2008, by and between Center City Place Limited Partnership, an Illinois limited partnership, (the "Partnership"), Chicago Equity Fund 1992 Partnership, an Illinois general partnership ("Withdrawing Limited Partner"), MZB, Inc., an Illinois corporation ("Substitute Limited Partner"), and Center City Joint Venture, an Illinois joint venture (the "General Partner"). WITNESSETH: WHEREAS, the Partnership was formed pursuant to that certain Amended and Restated Articles of Limited Partnership of Center City Place Limited Partnership ("Partnership Agreement") dated as of November 10, 1992, by and between Withdrawing Limited Partner, as limited partner owning the limited partner interest in the Partnership ("LP Interest"), and General Partner, as general partner, owning the general partner interest in the Partnership; and WHEREAS, The Withdrawing Limited Partner and General Partner desire to admit the Substititute Limited Partner into the Partnrship as a limited partner immediately prior to the Partnership's redemption of the LP Interest from the Withdrawing Limited Partner; WHEREAS, Withdrawing Limited Partner desires to sell, transfer and assign the LP Interest to the Partnership in redemption of the LP Interest, and Substitute Limited Partner desires to purchase and receive an assignment of the LP Interest so redeemed from the Partnership in accordance with the terms and conditions of this Agreement; WHEREAS, Withdrawing Limited Partner, Substitute Limited Partner and General Partner desire to amend the Partnership Agreement to reflect the admission of the Substitute Limited Partner as a substituted limited partner owning the LP Interest, and Withdrawing Limited Partner desires to evidence its withdrawal as a Limited Partner from the Partnership; NOW, THEREFORE, in consideration of the foregoing recitals, the sum of $50,000 paid to the Withdrawing Limited Partner from the Partnership, and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereto agree as follows: 1. Assignment of Limited Partnership Interest. Effective as of the date hereof, ther Substitute Limited Partner is hereby admitted to the Partnership immediately preceding the redemption of the Withdrawing Limited Partner's LP Interest. Following such admission of the Substitute Limted Partner, Withdrawing Limited Partner does hereby sell, assign, convey and transfer to the Partnership in redemption of the LP Interest all of the Withdrawing Limited Partner's rights, titles and interests in and to its LP Interest in the Partnership, together with any incidents thereto, including, but not limited to, Withdrawing Limited Partner's right to receive fees, all profits and loses, deductions, payments, allocations and distributions which would otherwise be due Withdrawing Limited Partner by the Partnership now or in the future, and all other rights, title and interest of the Withdrawing Limited Partner under the Partnership Agreement. Concurrent with such assignment of the LP Interest to the Partnership, the Partnership does hereby sell, assign, convey and transfer to the Substitute Limited Partner all of the Withdrawing Limited Partner's rights, titles and interests in and to such LP Interest. It is the the agreement and intent of the Partnership, General Partner, Withdrawing Limited Partner and Substitute Limited Partner that the Substitute Limited Partner be admittied to the Partnership as a limited partner prior to the redemption of the LP Interest from the Withdrawing Limited Partner, and upon such redemption of the LP Interest from the Withdrawing Limited Partner, Partnership shall not terminate by operation of this Agreement or by operation of law, but that the Partnership shall be continue with the same force and effect as if the LP Interest were transferred directly to the Substitute Limited Partner from the Withdrawing Limited Partner. From and after the date hereof, the General Partner shall treat the Substitute Limited Partner as the owner of the LP Interest in the Partnership for all purposes, including the allocations of all profits, gains, losses, and credits for income tax purposes, and any distributions with respect thereof, and as a substituted limited partner. Substitute Limited Partner does hereby agree to accept such LP Interest concurrently with the redemption and assignment from the Withdrawing Limited Partner to the Partnership with the same effect as if such LP Interest were transferred directly to the Substitute Limited Partner. 2. Assumption of Rights and Obligations. From and after the date of this Agreement, Substitute Limited Partner hereby assumes any and all rights, duties, obligations, liability and causes of actions, now existing or hereafter arising, related to the LP Interest of the limited partner in the Partnership arising from or relating to the LP Interest and/or the Partnership Agreement. 3. Releases. Withdrawing Limited Partner does hereby release and forever discharge the Partnership, General Partner, and Substitute Limited Partner from any and all obligations, liabilities, fees, loans or debts owed by the Partnership, General Partner or Substitute Limited Partner to Withdrawing Limited Partner arising out of or relating to the Partnership, Partnership Agreement, or LP Interest. Substitute Limited Partner, General Partner and the Partnership do hereby release and forever discharge Withdrawing Limited Partner from any and all obligations, liabilities, fees, loans or debts owed by Withdrawing Limited Partner arising out of or relating to the Partnership, the Partnership Agreement or the LP Interest. 4. Amendment to Articles. Upon the execution of this Agreement, the Partnership Agreement shall be and is hereby amended to reflect the admission of Substitute Limited Partner immediately preceding the redemption of the Withdrawing Limited Partner's LP Interest, and upon such redemption, the Substituted Limited Partner will be recognized as a substituted limited partner of the Partnership owing the LP 2 Interest and Withdrawing Limited Partner shall have withdrawn as limited partner of the Partnership. 5. Further Covenants by the Withdrawing Limited Partner. Withdrawing Limited Partner and Substitute Limited Partner hereby further covenant that it or they will, upon written request therefore, execute and deliver to the other, or the other's successors, nominees and assigns, any reasonable new or confirmatory instruments (in forms reasonably acceptable to the parties) and do and perform any and all other reasonable acts which the requesting party, or its successors, nominees or assigns, may reasonably request in order to give full force and effect to the assignment and assumption of the LP Interest on the terms and conditions set forth herein. 6. Miscellaneous. Each party hereby represents and warrants that it has not dealt with any broker or finder in connection with the transaction contemplated hereby and shall indemnify and hold the other party harmless from any claim by any broker asserted in connection with this transaction as a result of any act or omission by the indemnifying party. Substitute Limited Partner shall obtain any third party approvals that may be required in connection with the assignment of the LP Interest hereunder. In the event that there are any transfer taxes imposed upon any party as a consequence of the transfer of the LP Interest hereunder, Purchaser hereby agrees to be responsible for the payment of such tax. The Partnership and General Partner shall remain obligated to Withdrawing Limited Partner for the preparation and delivery of the tax return for the final tax year in which Withdrawing Limited Partner is a limited partner of the Partnership. Each party signing this agreement where indicated below waives any and all other requirements that may be set forth in the Partnership Agreement with respect to the assignment and assumption of the LP Interest hereunder. This Agreement constitutes the entire understanding between the parties with regard to the transactions contemplated by this Agreement and cannot be changed except by a written instrument signed by the parties. 7. Counterparts. This Agreement may be executed in counterparts and such counterparts, taken together, shall constitute one instrument, binding and enforceable against each signatory to any counterpart instrument. Facsimile signatures shall have the same force and effect as original signatures. The General Partner and the Partnership have executed the Joinder attached to this Agreement in order to join in the covenants and agreements made by the General Partner and Partnership hereunder and to indicate its consent to and approval of the assignment and assumption set forth herein. This Agreement shall be binding upon the respective successors and assigns of the parties hereto. 8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its conflicts of laws provisions. 9. Continuation of the Partnership. The Partnership shall be continued under the Act, governed by the Partnership Agreement as amended by this Agreement. 3 10. Definitions. All non-grammatical capitalized terms as used herein shall have the meanings ascribed to them in the Partnership Agreement. [Balance of Page Intentionally Left Blank] 4 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above. WITHDRAWING LIMITED PARTNER: Chicago Equity Fund 1992 Partnership, an Illinois general partnership By: Chicago Equity Fund, Inc., an Illinois not-for-profit corporation, its managing general partner By: (D ,://1" David Long Chairman of the Board SUBSTITUTE LIMITED PARTNER: MZB,Inc. An Illinois corporation By: Henry Zuba, President PARTNERSHIP CENTER CITY PLACE LIMITED PARTNERSHIP BY: CENTER CITY JOINT VENTURE An Illinois joint venture For itself as General Partner, and on behalf of the Partnership By: MERRIAM/ZUBA, LTD. A Member By: Henry Zuba, President 5 as of the date first written above. WITHDRAWING LIMITED PARTNER: Chicago Equity Fund 1992 Partnership, an Illinois general partnership By: Chicago Equity Fund,Inc., an Illinois not-for-profit corporation,its managing general partner By: David Long Chairman of the Board SUBSTITUTE LIMITED PARTNER: MZB,Inc. An Illinois corporation By: Henry Zu President PARTNERSHIP CENTER CITY PLACE LIMITED PARTNERSHIP BY: CENTER CITY JOINT VENTURE An Illinois joint venture For itself as General Partner, and on behalf of the Partnership By: MERRIAM/ZUBA, LTD. A Member By: I Henry Zuba,President JOINDER The undersigned, being all of the members of the General Partner in the Partnership have executed this Joinder to the foregoing Redemption., Assignment, Assumption and Amendment Agreement in order to confirm each of their consents to and approval of the admission of MZB, Inc. as a substituted limited partner preceding the redemption of the Withdrawing Limited Partner's LP Interest, and the redemption, assignment and assumption of the limited partner interest in Center City Place Limited Partnership as set forth herein, and the amendment to the Partnership Agreement governing the Partnership, and to affirm the covenants and agreements made by the General Partner and the Partnership,respectively, thereunder. Dated March(at 2008. CENTER CITY JOINT VENTURE An Illinois joint venture For itself as General Partner, and on behalf of the Partnership By: MERRIAM/ZUBA, LTD. A Member By: ��— Henry Zuba, Pre dent By: NWHP DEVELOPMENT CORPORATION A Member By: Name: Title: JOINDER The undersigned, being all of the members of the General Partner in the Partnership have executed this Joinder to the foregoing Assignment, Assumption and Amendment Agreement in order to confirm each of their consents to and approval of the assignment and assumption of the limited partner interest in Center City Place Limited Partnership to MZB, Inc. as set forth herein, the admission of MZB, Inc. as a substituted limited partner, and the amendment to the Partnership Agreement governing the Partnership, and to affirm the covenants and agreements made by the General Partner and the Partnership, respectively,thereunder. CENTER CITY JOINT VENTURE An Illinois joint venture For itself as General Partner, and on behalf of the Partnership By: MERRIAM/ZUBA, LTD. A Member By: Henry Zuba,President By: NWHP DEVELOPMENT CORPORATION A Me ber By: Name: \c01_ Title: 80037v.2 The foregoing Redemption, Assignment, Assumption and AmendIrjent Agreement of Center City Place Limited Partnership is hereby approved this // ay of March, 2008. THE CITY OF ELGIN, ILLINOIS By: Name: (s Title: C 80037v.4