Loading...
HomeMy WebLinkAboutRESOLUTION - 39-22 - 8/16/2022 - 800 Higgins-CG 800 Higgins, LLC and C.G.C.G.Inc. Redevelopment AgreementRESOLUTION NO.39-22 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A REDEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND CG 800 HIGGINS, LLC AND C.G.C.G., INC. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached document marked: REDEVELOPMENT AGREEMENT a copy of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is authorized to attest said document upon the signature of the Mayor. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 6 NAYS: 0 ABSENT: 0 PASSED this 161h day of August 2022 APPROVED this 16" day of August 2022 APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Loretta M. Murphy, Village Clerk August 12, 2022 REDEVELOPMENT AGREEMENT THIS REDEVELOPMENT AGREEMENT ("Agreement"), is made and entered into as of the 64 day of August, 2022, by and between the Village of Elk Grove Village, an Illinois home rule municipal corporation located in Cook and DuPage Counties, Illinois (the "Village"), and CG 800 Higgins, LLC an Illinois limited liability company (the "Developer.") and C.G.C.G., Inc. an Illinois Corporation who currently owns and operates the Rose Garden Cafe (the Tenant) The Developer and The Tenant together with the Village, are collectively referred to as the "Parties." RECITALS A. Pursuant to the Tax Increment Allocation Redevelopment Act, 65 ILLS 5/11 - 74.4-1 et seq. (the "Act"), in 2021, the Village adopted the Oakton/Higgins Corridor Redevelopment Plan ("Plan") and created the Oakton/Higgins Redevelopment Project Area ("TIF District") in accordance with the Act. B. To further realize the goals of the Plan, the Village has acquired the right to purchase certain property within the TIF District, located at 800 E. Higgins, which was formerly operated as Sweet Baby Ray's restaurant, and is now vacant with blighting conditions. The property consists of approximately 58,140 square feet (1.33 acres) and is legally described in Exhibit A, attached hereto (the "Property"). C. The members of Developer entity are also the individual operators of the Rose Garden Cafe (Tenant), a restaurant currently located at 111 E. Higgins Road ("Premises") in the Elk Grove Woods Plaza (the "Plaza") for which Tenant has a lease dated January, 27, 2020 and amended on July 22, 2021 (the "Lease"). The Lease will expire on December 31, 2023. D. The Village has acquired the Plaza and plans to demolish the existing structures and clear the property for redevelopment. E. The Village has agreed to convey the Property to Developer so that Developer can remodel the existing building and re -open a relocated Rose Garden Cafe and lease out to Tenant. The conveyance of the Property to Developer, the remodeling of the existing building and the reopening of the Rose Garden Cafd are collectively referred to herein as the "Project." Page 1 of 17 August 12, 2022 F. Developer has represented to the Village that, but for the Village's assistance as set forth herein, the Project will not be financially feasible. G. The Village desires to have the Property redeveloped to eliminate existing blighting conditions, attract additional private investment in the business park, insure the ongoing stability of the Village's taxing base for it and overlapping taxing districts, and to stop the decline in the assessed valuation of the Property and surrounding areas, all of which will be in the best interests of the Village by furthering the health, safety, and welfare of its residents and taxpayers. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: RECITALS PART OF AGREEMENT The recitations set forth in the foregoing recitals are material to this Agreement and are hereby incorporated into and made a part of this Agreement as though they were fully set forth in this Article I. II MUTUAL ASSISTANCE The Parties agree to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications (and, in the Village's case, the adoption by the Village of such ordinances and resolutions), as may be reasonably necessary or appropriate, in the judgment of the Village, to carry out the terms, provisions and intent of this Agreement and to aid and assist each other in carrying out said terms, provisions and intent. III REDEVELOPMENT PROJECT 3.01 Acquisition and Conveyance of the Property. The Village shall acquire the Property on or before September 1, 2022 and will convey same to Developer in accordance with the terms and conditions set forth in this Agreement. Page 2 of 17 August 12, 2022 3.02 License to Enter Property. Upon the Village's acquisition of the Property, the Village, pursuant to this Agreement, hereby authorizes and permits Developer to enter onto the Property, granting Developer the right to enter onto the Property to make improvements and to install the fixtures and furniture as may be necessary to open and operate the Rose Garden Cafe. Prior to entering onto the Property, Developer and its contractors shall provide a certificate of insurance in the amounts set forth in paragraph 4.03 of this Agreement, naming the Village as an additional insured. Developer and it contractors shall carry workmen's compensation insurance as required by Illinois law. While the Village continues to hold title to the Property, the Village shall be responsible for the payment of ad valorem taxes levied on the Property for the period of time that the Village owns the Property. 3.03 Lease Termination Agreement. Tenant operates the Rose Garden Cafe in the Elk Grove Woods Plaza pursuant to an existing lease with the Village. Simultaneous with the execution of this Agreement, Tenant shall execute the Lease Termination Agreement effective March 31, 2023, attached hereto as Exhibit B, terminating all of Tenant's rights granted by the lease. Tenant shall vacate its current location in the Plaza on or before March 31, 2023. 3.04 Right of Reverter (A) Upon the Village's issuance of a certificate of occupancy for the Rose Garden Cafe, the Village will convey title to the Property to Developer. Title shall be transferred via a special warranty deed, the parties agree to close through a title company. The Village shall provide a Title Commitment and/or owners policy showing any exceptions in which case, Developer may notify Village of any unpermitted exceptions and give the Village an opportunity to cure the same. The Village shall also provide an ALTA survey for review and cause any major encroachments and/or violations that affect the use and marketability of the property to be cured or insured over. The Village will provide extended coverage on the owners policy as well. If Developer and Tenant fail to continuously operate the Rose Garden Cafe (excluding reasonable temporary closures for holidays, vacations, etc., but in any event no longer than fourteen [ 14] days) for a period of five (5) years commencing upon the opening of the Rose Page 3 of 17 August 12, 2022 Garden Cafe, the Village shall have the right to reclaim the Property. The following shall be exempted from the above provision for continuous operation; governmental shutdowns, including but not limited to a pandemic or other similar situation, acts of god such as extreme weather that damages the building in which case repairs will need to be made, or such other situations beyond the reasonable control of Developer. In the deed conveying the Property, the Village shall reserve the right to reenter and take possession of the Property and all improvements thereon and to revest in the Village the estate of Developer in the Property, exercisable in the event Developer fails to continuously operate the Rose Garden Cafe. Developer agrees to execute such documents that may be reasonably necessary to cause Developer's interest in the Property to revert and revest in the Village. (B) Prior to the opening of the Rose Garden Cafe on the Property, the Village shall be responsible for the payment of real estate taxes levied on the Property until the date the Property is conveyed to Developer. 3.05. Modification of Dates for Performance. The commencement and completion dates set forth herein may be modified by written agreement between Developer and the Village Manager or his designee. 3.06 Financial Assistance to Project In order to facilitate the relocation of the Rose Garden Cafe, the Village has agreed to provide financial assistance to defray some of Developer's costs in the total amount of Four Hundred Thousand Dollars ($400,000) (the "Assistance") as follows: upon the Village's issuance of a building permit for the Rose Garden Cafe, the Village shall pay Developer Two Hundred Thousand Dollars ($200,000) with the balance placed in escrow where the Developer can provide the Village with work orders and/or receipts and draw the applicable sums needed for the work sought, the amount of such payment to be in the sole discretion of the Village. 3.07 Plan Review The Village shall have the right to review and approve Developer's proposed exterior and elevations and interior renderings to insure a high -quality of design; such approval shall not be unreasonably withheld. Page 4 of 17 August 12, 2022 IV AUTHORITY & GENERAL PROVISIONS 4.01 Default. A. Developer default. The Developer shall be deemed in default of this Agreement if it: (i) fails to open the Rose Garden Caf6 within the timeframes set forth herein unless otherwise agreed to by the Village in writing; (ii) fails to operate and/or lease the Rose Garden Cafe for a period of five years beginning, with the date the Caf6 is opened for business; or (iii) conveys the Property in violation of paragraph 6.05. In the event Developer fails to open and/or lease the Rose Garden Cafd on or before September 1, 2023, the Village shall have the right to cease paying the Assistance, recover any Assistance paid to Developer, and retain possession of the Property; if Developer fails to operate and/or lease the Rose Garden Caf6 for the five year period as set forth herein, the Village shall have the right to exercise its right of reverter and take possession of the Property and all improvements thereon. Developer acknowledges that the current Tenant must, at a minimum, operate the Rose Garden Caf6 for the twenty-four (24) consecutive months beginning with the date the Caf6 is opened for business. Should the current Tenant not operate for a minimum of the first twenty- four (24) consecutive months beginning with the date the Caf6 is opened for business, the Village shall have the right to exercise its right of reverter and take possession of the Property and all improvements thereon. Tenant is allowed to take on a partner in order to assist with the operation of the Rose Garden Cafe, but not exceeding 50% of the total outstanding shares of C.G.C.G. Inc, during the twenty-four (24) month period stated above. In such event, the Tenant shall not be deemed in breach of the agreement. 4.02 Construction Indemnity. The Developer covenants and agrees, at its expense, to indemnify and save the Village, and its officers, agents, employees, engineers and attorneys (the "Indemnitees") against, any actions, claims, and damages adjudicated to be a result arising directly from the Developer's construction of the Project, unless such claims, actions, and damages are adjudicated to have arisen by reason of the negligent acts or omissions of the Village. Page 5 of 17 August 12, 2022 4.03 Insurance. The Developer agrees to obtain and cause it agents and contractors to obtain workmen's compensation as required by applicable law and general liability insurance coverage in the amount of $1,000,000 per occurrence and $2,000,000 in the aggregate, with respect to construction of the Project. The Village shall be named as an additional insured on the general liability policy. 4.04 Prevailing Wage. Developer and Tenant shall be responsible for meeting the requirements of the Illinois Prevailing Wage Act (820 ILCS 130 et seq.), (the "Wage Act") as it may be deemed applicable to the Project as determined by the State of Illinois. Developer and Tenant hereby indemnify the Village for any fines, penalties or other charges including reasonable attorney's fees incurred as a result of Developer's and/or Tenant's failure to satisfy the requirements of the Wage Act. Moreover, if the State of Illinois determines the TIF Improvements are subject to the Wage Act, the Village shall have no obligation to make any payment to Developer without the Developer first submitting the documentation required by the Wage Act. 4.05 Delay. For the purposes of any of the provisions of this Agreement, neither the Village nor Developer, nor any successor in interest, shall be considered in breach or default of its obligations under this Agreement in the event of any delay caused by events or conditions beyond the reasonable control of the party which in fact prevents the party from discharging its respective obligations hereunder and the timeframes for performance of those obligations shall be extended accordingly. Economic hardship shall not be a permitted reason for delay. 4.06 Building, Subdivision Codes. The Parties agree that construction of the Project shall comply with all federal, state and Village building codes, subject to modifications as approved by the Village pursuant to the ordinances approving the plat and zoning relief. Page 6 of' 17 August 12, 2022 4.07 Right to Inspect. The Developer agrees the Village shall have the right to examine documents to verify Developer's investment in each phase including Developer's books and records including all loan statements, general contractor's sworn statements, general contracts, subcontracts, material purchase orders, waivers of lien, paid receipts and invoices in order to confirm that the Developer has made the private investment as agreed to herein. Said right to inspect shall be limited to the Development of the new restaurant and not be extended to any other of Developers finances. 4.08 Covenant to Pay Taxes. Developer hereby acknowledges that the sole source of the Village's acquisition of the Property is the incremental real estate taxes to be generated by the Project. Developer hereby covenants to pay or cause to be paid all real estate taxes levied against any parcel of the Project that has been transferred to it promptly, as soon as they become due and owing. 4.08 Powers. The Village hereby represents and warrants that the Village is a home rule unit of government and has full constitutional and lawful right, power and authority, under current applicable law, to execute and deliver and perform the terms and obligations of this Agreement, including but not limited to the right, power and authority to convey the Property as described herein, and this Agreement has been or will be duly and validly authorized and approved by all necessary Village proceedings, findings and actions. 4.09 Authorized Parties. Whenever under the provisions of this Agreement and other related documents approval of the Village is required, such approval may be granted by the Village Manager or his designee; and for the Developer, by any managing member or officer as designated in writing from time to time (in any event, the officers or managing member executing this Agreement are so authorized). Page 7 of 17 August 12, 2022 4.10 Time of Essence. Time is of the essence of this Agreement. The Parties will make every reasonable effort to expedite the subject matters hereof and acknowledge that the successful performance of this Agreement requires their continued and timely performance and cooperation. 4.12 Notice of Breach & Right to Cure. Before any failure of any party to this Agreement to perform its obligations under this Agreement shall be deemed to be a breach of this Agreement, the Party claiming such failure shall notify, in writing, the Party alleged to have failed to perform of the alleged failure and shall demand performance by serving written notice to the other. No breach of this Agreement may be found to have occurred if performance has commenced to the reasonable satisfaction of the complaining party within fifteen (15) days of the receipt of such notice. This notice provision shall not be applicable if Developer, its agents or assignees is in violation of Village Code, including life and safety regulations. 4.13 Amendment. This Agreement, and any exhibits attached hereto, may be amended only by the mutual consent of the Parties, as evidenced by the execution of a written amendment by the Parties or their successors in interest. 4.14 No Other Agreement. Except as otherwise expressly provided herein and the Lease Termination Agreement, this Agreement supersedes all prior agreements, negotiations and discussions relative to the Project or the Village's Assistance. This Agreement and the Lease Termination Agreement contain the full agreement of the Parties. 4.15 Assigns. This Agreement shall be binding upon the Parties and their respective successors and assigns. Prior to the expiration of the five year period during which Developer is obligated to operate the Rose Garden Cafe on the Property, Developer shall not sell or otherwise transfer any portion of Page 8 of 17 August 12, 2022 the Project or any portion thereof without the written consent of the Village except as a collateral assignment to a third -party lender, or to an entity controlled by the principals of Developer. 4.16 Severability. If any provision, covenant, agreement or portion of this Agreement, or its application to any person, entity or property, is held invalid, such invalidity shall not affect the application or validity of any other provisions, covenants or portions of this Agreement and, to that end, any provisions, covenants, agreements or portions of this Agreement are declared to be severable. 4.17 Illinois Law. This Agreement shall be construed in accordance with the laws of the State of Illinois. 4.18 Notice. All notices and requests required pursuant to this Agreement shall be sent as follows: To the Developer: CG 800 Higgins, LLC Attn: George Londos 800 E. Higgins Road Elk Grove Village, IL 60007 To the Tenant: C.G.C.G., Inc. Attn: George Londos 800 E. Higgins Road Elk Grove Village, IL 60007 With copies to: Law Offices of Elias Mantzavrakos, P.C. 1699 Wall St. Suite 420 Mount Prospect, 11. 60056 To the Village: Office of the Village Manager Village of Elk Grove Village 901 Wellington Avenue Elk Grove Village, Illinois 60007 Page 9 of 17 August 12, 2022 With copies to: Office of the Village Attorney 901 Wellington Avenue Elk Grove Village, Illinois 60007 or at such other addresses as the Parties may indicate in writing to the other; such notice to be given either by electronic mail, personal delivery, courier, or by certified mail, return receipt requested, with proof of delivery thereof. Mailed notices shall be deemed effective on the date of mailing; all other notices shall be effective when delivered. 4.19 Partnership; No Third Party Beneficiaries. Nothing contained herein shall be construed as creating a partnership between the Village and Developer and Tenant or as creating or conferring any interest or benefit upon any third party. 4.20 Counterparts and Electronic Copies. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement. 4.21 Recordation. Either party shall have the right to record this Agreement or a memorandum thereof against the Property with the Cook County Recorder of Deeds; Developer shall not record any document or lien against the Property unless and until the Village conveys title to Developer. 4.22 Exhibits. The exhibits attached to this agreement are hereby incorporated into and made a part of this Agreement. [SIGNATURE PAGES TO FOLLOW] Page 10 of 17 August ! 2, 2012 IN WITNESS NkrHEREOF, the Parties have duly executed this Agreement pursuant to all requisite authorizations as of the date first above written. ATTEST: Vi lage Clerk VILLAGE OF EW GROyt, VILLAGE, COOK AND PePAGE C44UNTIES, ILLINOIS, an Illinois WniciDal Cooratinn By: Mayor Craig B. CG 800 HIGGINS, LLC An Illinois Limited Liability Company BY George Londo. Its: Manager C.G.C.G.,Inc. An Illinois Corporation By.� f� . George i:9�os Officer/Shareholder with authority to bind Page 11 of 17 August 12, 2022 EXHIBITS A Legal Description of Property — 800 E. Higgins Road B Lease Termination Agreement Page 12 of 17 August 12, 2022 EXHIBIT A LEGAL DESCRIPTION 800 E. HIGGINS ROAD PIN: 08-22-300-009-0000 LOT 12 (EXCEPT THE SOUTHERLY 17 FEET THEREOF) IN HIGGINS ROAD COMMERCIAL SUBDIVISION UNTIL NO. 1, A SUBDIVISION OF THE WEST '/2 OF SECTION 22, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO PLAT FILE MAY 14, 1958 AS LR1795729, IN COOK COUNTY, ILLINOIS Page 13 of 17 August 12, 2022 EXHBIT B LEASE TERMINATION AGREEMENT This LEASE TERMINATION AGREEMENT is entered into this/o'day of August, 2022, by and between the Village of Elk Grove Village, an Illinois home rule municipal corporation located in Cook and DuPage counties ("Village") and C.G.C.G., Inc, an Illinois Corporation, DB/A the Rose Garden Cafe ("Tenant"). The Developer and Tenant, together with the Village are collectively referred to as the "Parties." RECITALS A. Tenant has a lease ("Lease") for the property located at 11 I E. Higgins Road ("Premises") located within the Elk Grove Woods Plaza (the "Plaza"). The Lease gives Tenant the right to conduct its business activities therein. By its terms, the existing Lease terminates on December 31, 2023. B. The Village acquired the Plaza with the intention of demolishing the existing structures and clearing the site for redevelopment. C. Tenant has agreed to terminate its tenancy and vacate the Premises and the Plaza under the terms and conditions set forth herein. NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreement contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties do hereby agree as follows: RECITALS PART OF AGREEMENT The recitations set forth in the foregoing recitals are material to this Agreement and are hereby incorporated into and made a part of this Agreement as though they were fully set forth in this Article I. Page 14 of 17 August 12, 2022 II TERMINATION OF LEASE 2.01 Termination of Lease. The Parties hereby agree that the Lease shall be terminated as of March 31, 2023. 2.02 Consideration from Village. In consideration of Tenant's termination of its Lease, the Village hereby agrees to the following: A. Tenant shall have the right to continue to operate its business at the Premises until March, 31, 2023 on the same terms and conditions contained in the Lease.. B. Simultaneous with the execution of the Lease Termination, the Parties have entered into a Redevelopment Agreement ("RDA"), the terms of which will provide Tenant with an alternative location along with assistance to defray certain relocation expenses. 2.03 Personal Property and Fixtures. Tenant shall have the right to remove any and all personal property and fixtures (including HVAC system, appliances, walk in freezers, etc) prior to March 31, 2023 on the same terms and conditions set forth in the Lease, so long as removal of such items do not create openings to the facility which would cause a public safety hazard. 2.04 Insurance. Tenant hereby agrees it shall maintain any and all insurance policies Tenant currently has related to its use and occupancy of the Premises until such time as Tenant vacates the Premises. 2.05 No Further Claims. The Parties hereby agree that neither Party shall have any claim or cause of action against the other arising from this Lease Termination Agreement. Tenant further acknowledges that after March 31, 2023, it shall have no right to enter or occupy the Premises or the Plaza. 2.06 No Other Agreement. This Lease Termination Agreement and the RDA contain all agreements and understanding between the Parties, who agree that there are no other promises or representations between them that are not expressly stated herein or the RDA. Page 15 of 17 August 12, 2022 2.07 Illinois Law. This Termination Agreement shall be construed in accordance with the laws of the State of Illinois. [SIGNATURE PAGES TO FOLLOW] Page 16 of 17 August 12, 2022 IN WITNESS WHEREOF, the Parties have duly executed this Lease Termination Agreement pursuant to all requisite authorizations as of the date first above written. VILLAGE OF ILK t COOK AND tiPAG an Illinois unicinal G 'E VILLAGE, UNTIES, ILLINOIS, Mayor Craig ..iohnson Village of 6X Grove Village ATTEST: -g;� Loretta M. M h , V` age 1 .rk C.G.C.G., Inc, an Illinois Corporation By Georga-t'&-nhos on behalf of C.G.C:G..' nc Page 17 of 17