HomeMy WebLinkAboutORDINANCE - 2978 - 2/10/2004 - VACANT LAND PURCHASE AGRMT/AMENDEDORDINANCE NO. 2978
AN ORDINANCE AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE AN AMENDMENT TO A VACANT LAND PURCHASE AGREEMENT
(ORD. NO. 2928) BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND
GULLO INTERNATIONAL DEVELOPMENT CORPORATION (DIERKING
TERRACE)
NOW, THEREFORE, BE IT ORDAINED 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
documents marked.
AMENDMENT TO VACANT LAND PURCHASE 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 documents upon the signature of the Mayor.
Section 2: That this Ordinance 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 101' day of February 2004
APPROVED this 1016 day of February 2004
APPROVED:
Craig B. Johnson, Mayor
ATTEST:
Ann 1. Walsh
Village Clerk
1 i ,MVTe MAMmaVmmnf
AMENDMENT TO VACANT LAND PURCHASE AGREEMENT
THIS AMENDMENT TO PURCHASE AGREEMENT ("Amendment") is made this
10th day of February, 2004 by and between Gullo International Development Corporation, its
assignee(s) or nominee(s) ("Purchaser"), and Village of Elk Grove Village ("Seller").
RECITALS
A. Seller and Purchaser have entered into that certain Vacant Land Purchase
Agreement dated April 7, 2003 as amended by a letter agreement dated May 21, 2003 and
subsequent letter agreements, the ("Purchase Agreement") relating to the "Project" described
therein. All initially capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Purchase Agreement.
B. The parties have agreed to amend the Purchase Agreement as herein provided.
NOW THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, and the above recitals which are by this reference incorporated herein, the
sufficiency of which is hereby acknowledged by the parties hereto, the parties hereto agree as
follows:
Amendments. The Purchase Agreement is hereby modified as follows:
a.) The Investigation Period set forth in Paragraph 3 of the Purchase Agreement,
and the subsequent letter agreements which expires on Tuesday, February 10,
2004 at 5:00 p.m. Central time, shall be extended to March 1, 2004 at 5:00 p.m.
Central time.
b.) Upon the expiration of the Investigation Period set forth in Paragraph 3 of the
Purchase Agreement, and Paragraph 1(a) of this Amendment, Purchaser shall
deposit with Escrowee the sum of $58,000.00 as additional Earnest Money
hereunder. The Earnest Money referred to in Paragraph 1(a) of the Purchase
Agreement shall then total one hundred eight thousand dollars and 00/100
($108,000.00).
c.) Within fifteen (15) business days after the expiration of the Investigation
Period set forth in Paragraph 3 of the Purchase Agreement, and Paragraph I(a) of
this Amendment, Purchaser shall submit its Letter of Map Revision request to the
Federal Emergency Management Agency ("FEMA") which shall seek to allow
Purchaser to complete its proposed industrial buildings at the Property pursuant to
the Preliminary three (3) Site Plans attached hereto as Exhibits "A", "B" and "C"
and the Revised Drainage Section attached hereto as Exhibit "D".
d.) Within fifteen (15) business days after the expiration of the Investigation
Period set forth in Paragraph 3 of the Purchase Agreement, and Paragraph 1(a) of
this Amendment, Purchaser shall submit its necessary requests to the Federal and
State governmental agencies including but not limited to the Metropolitan Water
Reclamation District ("MWRD") which shall seek to allow Purchaser to complete
its proposed industrial buildings at the Property pursuant to the Preliminary three
(3) Site Plans attached hereto as Exhibits "A", `B" and "C" and the Revised
Drainage Section attached hereto as Exhibit "D".
c.) If within fifteen (15) business days after the expiration of the Investigation
Period set forth in Paragraph 3 of the Purchase Agreement, and Paragraph I (a) of
this Amendment, Purchaser does not submit its Letter of Map Revision request to
the Federal Emergency Management Agency ("FEMA") or its necessary requests
to the Federal and State governmental agencies including but not limited to the
Metropolitan Water Reclamation District ("MWRD") which shall seek to allow
Purchaser to complete its proposed industrial buildings at the Property pursuant to
the Preliminary three (3) Site Plans attached hereto as Exhibits "A", `B" and "C"
and the Revised Drainage Section attached hereto as Exhibit "D", then either
party to this Agreement may terminate the Vacant Land Purchase Agreement
upon written notice to the other party. In the event of such termination, the
Purchase Agreement shall become null and void, and all Earnest Money totaling
one hundred and eight thousand dollars and 00/100 ($108,000.00) held by
Escrowee, shall forthwith be returned to Purchaser and neither party hereto shall
have any liability to the other thereafter.
£) Within fifteen (15) business days after the Purchaser's receipt of a Letter of
Map Revision from FEMA which will allow Purchaser to complete at least one of
its proposed industrial buildings at the Property pursuant to the Preliminary three
(3) Site Plans attached hereto as Exhibits "A", `B" and "C" and the Revised
Drainage Section attached hereto as Exhibit "D", Purchaser shall submit
Purchaser's Village of Elk Grove Village Applications For Building/Construction
Permits to the Village of Elk Grove Engineering Department and the Village of
Elk Grove Building Department which shall be prepared in strict compliance with
all provisions of the ordinances, codes and regulations of the Village of Elk Grove
Village, and which shall seek to allow Purchaser to complete at least one of its
proposed industrial buildings at the Property pursuant to the Preliminary three (3)
Site Plans attached hereto as Exhibits "A", `B" and "C" and the Revised Drainage
Section attached hereto as Exhibit "D".
g.) Subsequent to the expiration of the Investigation Period and the deposit by
Purchaser of the additional Earnest Money, the closing of this transaction shall be
contingent only upon the following:
i.) Purchaser's receipt of a Letter of Map Revision from FEMA which
changes the Flood Insurance Rate Map ("FIRM") to reflect a 100 -year
floodplain which shall allow Purchaser to complete at least one of its
proposed industrial buildings at the Property pursuant to the Preliminary
three (3) Site Plans attached hereto as Exhibits "A", "B" and "C" and the
Revised Drainage Section attached hereto as Exhibit "D"; and
ii.) Purchaser's receipt of final approval by any and all necessary Federal,
State and local governmental agencies including but not limited to the
MWRD which shall allow Purchaser to complete at least one of its
proposed industrial buildings at the Property pursuant to the Preliminary
three (3) Site Plans attached hereto as Exhibits "A", "B" and "C" and the
Revised Drainage Section attached hereto as Exhibit "D"; and
iii.) Purchaser's receipt of final approval by the Village of Elk Grove
Village of Purchaser's Village of Elk Grove Village Applications For
Building/Construction Permits to the Village of Elk Grove Engineering
Department and the Village of Elk Grove Building Department which
shall be prepared in strict compliance with all provisions of the
ordinances, codes and regulations of the Village of Elk Grove Village, and
which shall allow Purchaser to complete at least one of its proposed
industrial buildings at the Property pursuant to the Preliminary three (3)
Site Plans attached hereto as Exhibits "A", "B" and "C" and the Revised
Drainage Section attached hereto as Exhibit "D".
In the event the aforementioned conditions g(i), g(ii), and g(iii) are not completed
on or before September 7, 2004, then Purchaser shall have the right to terminate
the Purchase Agreement, at any time thereafter, upon written notice to Seller. In
the event of such termination, the Purchase Agreement shall become null and
void, and all Earnest Money totaling one hundred and eight thousand dollars and
00/100 ($108,000.00) held by Escrowee, shall forthwith be returned to Purchaser
and neither party hereto shall have any liability to the other thereafter.
In the event the aforementioned conditions g(i), g(ii), and g(iii) are completed on
or before September 7, 2004, then Purchaser shall provide written notice to Seller
of Purchaser's satisfaction with the completion of conditions g(i), g(ii), and g(iii)
of this Amendment ("Purchaser's Notice of Satisfaction of Conditions") and
Purchaser shall close this transaction within thirty (30) days after Purchaser's
Notice of Satisfaction of Conditions.
In the event Purchaser does not close this transaction within thirty (30) days after
Purchaser's Notice of Satisfaction of Conditions, at a time and date mutually
acceptable to the parties, in accordance with the default provisions of the Vacant
Land Purchase Agreement, Seller shall be entitled to terminate this Agreement by
written notice to Purchaser as Seller's sole and exclusive remedy for such default
and retain Purchaser's Earnest Money totaling one hundred and eight thousand
dollars and 00/100 ($108,000.00) held by Escrowee, it being agreed between
Purchaser and Seller that the amount of the Earnest Money shall be liquidated
damages for a default of Purchaser hereunder.
h.) The estimated fees for engineering services to be provided by Christopher B.
Burke Engineering, Ltd., pursuant to its proposal to Gullo International
Development Corporation dated June 18, 2003 (the "Proposal"), related to
floodplain at the subject property and obtaining a Letter of Map Revision from
FEMA to change the FIRM to reflect the 100 -year floodplain which will allow
Purchaser, to complete its proposed industrial buildings at the Property shall be
paid as follows:
Phase I $6,100.00 to be paid by Purchaser to Christopher B.
Burke Engineering, Ltd. and credited to
Purchaser as a reduction in the Purchase
Price at closing.
Phase Il $4,000.00 to be paid by Purchaser to Christopher B.
Burke Engineering, Ltd., and $1,400.00 of
the $4,000.00 shall be credited to Purchaser
as a reduction in the Purchase Price at
closing.
Phase III $5,500.00 to be paid by Purchaser to Christopher B.
Burke Engineering, Ltd.
In the event this transaction does not close, for any reason, all fees for engineering
services to be provided by Christopher B. Burke shall be at the sole expense of
Purchaser and Purchaser shall not receive the $7,500.00 credit from Seller.
i.) The Closing Date referred to in Paragraph 9 of the Purchase Agreement,
shall be amended to the date designated by Purchaser, but in no event later than
thirty (30) days after Purchaser tenders to Seller, Purchaser's Notice of
Satisfaction of Conditions regarding the satisfaction of conditions g(i), g(ii), and
g(iii) of this Amendment.
2. Other Provisions in Effect. All other provisions of the Purchase Agreement not
modified hereby shall remain in full force and effect.
3. Conflict or Inconsistencies. In the event of any conflicts or inconsistencies
between the provisions hereof and those of the Purchase Agreement, the provisions hereof shall
control.
4. Counterparts. This Amendment maybe executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. The parties agree that the use of facsimile signatures for the execution of this
Amendment shall be legal and binding and shall have the same full force and effect as if
originally signed.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first written above.
PURCHASER:
GULLO INTERNATIONAL
DEVELOPMENT CORPORATION
M
Name:
SELLER:
VILLAGE OF ELK GROVE VILLAGE
By: Craig B. Johnson
Name: Craig B. Johnson
Its: Its: Mayor
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