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HomeMy WebLinkAboutORDINANCE - 1262 - 11/28/1978 - SALES CONTRACT AMENDEDORDINANCE NO. 1262 AN ORDINANCE AUTHORIZING THE VILLAGE PRESIDENT AND VILLAGE CLERK TO EXECUTE AN AMENDMENT TO THE SALES CONTRACT WITH WOODROW EQUIPMENT COMPANY WHEREAS, the President and Board of Trustees of the Village of Elk Grove Village have, pursuant to Ordinance Nos. 1233 and 1234, authorized the Village President and Village Clerk to execute a sales contract and a rider thereto with Woodrow Equipment Company, subject to the terms and conditions therein; and WHEREAS, it is necessary to supplement said sales contract and rider with an amendment, a copy of which is attached hereto, as Exhibit A, setting forth additional conditions which the President and Board of Trustees deem necessary in order to consummate said sale; NOW, THEREFORE, BE IT ORDAINED by the President and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and Du Page, Illinois, as follows: Section 1: That the Village President and Village Clerk are hereby authorized to execute an amendment to the sales contract between the Village of Elk Grove Village and Strickland Transportation Co., Inc., dated November 1 , 1978, a copy of which is attached hereto. Section 2: The execution of said amendment does not in any manner relieve the Woodrow Equipment Company, a party to the original agreement, from any of the obligations of said contract should Strickland Transportation Co., Inc., or its proposed assignee fail to perform the conditions of this amendment. Section 3: That this Ordinance shall be in full force and effect from and after its passage, approval and publication according to law, provided an executed copy of the attached amendment thereof has been delivered to the Village Clerk prior to November 21, 1978. VOTE: AYES: 6 NAYS: ATTEST: r —Uk�VM VI�LL-AG CLERK ABSENT: PASSED this 28th day of November 1978. APPROVED this 28th day of November , 1978. PUBLISHED in the Elk Grove Herald this 6th day of December 1978. CONTRACT AMENDMENT This Amendment to that certain Contract for the Sale of Real Estate dated July 28, 1978 and Rider thereto dated August 15, 1978 (the Agreement) by and between the VILLAGE OF ELK GROVE VILLAGE , (Seller) and Woodrow Equipment Company (Woodrow) is made and entered into this 14th day of November, 1978 by and between Seller and STRICKLAND TRANSPORTATION CO., INC., a Texas corporation (Buyer). RECITALS This Amendment is entered into on the basis of the followin� facts and understandings of the parties. A. Buyer has acquired the interest of Woodrow, as purchaser, under the Agreement pursuant to that certain Assignment dated September 25, 1978 by and between Woodrow, as Assignor, and Buyer, as Assignee. B. Seller acknowledges that the Agreement permits the Buyer to waive those certain conditions precedent respecting rezoning, zoning variations and other matters relating to development of the real estate described in the Agreement (the Property) for truck terminal purposes and commercial uses (Zoning Contingencies) and that certain other provisions of the Agreement were included in contemplation of development for such proposed uses. C. Buyer has advised Seller that Buyer has granted SDK Industrial Parks, a joint venture (SDK), an option to purchase the Property and that, in connection with such option, Buyer desires the consent of the Seller to certain modifications of the Agreement and is willing to waive.the Zoning Contingencies in the event SDK exercises its option. D. Seller, having been apprised of the foregoing and having made such investigations as it has deemed appropriate, has determined that it is in the best interests of Seller to enable Buyer -to acquire the Property on the conditions desired by SDK in the event SDK exercises the option. Accordingly, and in consideration of the foregoing, the parties mutually agree that the Agreement shall be and is hereby amended to add the following: 20. Alternative Conveyance. Seller acknowledges that Buyer has granted an option to purchase the Property to SDK Industrial Parks, a joint venture (SDK), exercisable on or before December 5, 1978, and, in conjunction therewith, the parties agree that, notwithstanding any provisions of'the Agreement to the contrary, this transaction shall be consummated subject to and in accordance with the following terms and conditions: w -2- a. Configuration of the Property to be Conveyed. In the event SDK exercises its option, the real estate to be conveyed to Buyer shall consist of and be configured as shown on Exhibit 1 f attached hereto and made a part hereof (Option Property).., b. Application for Subdivision. As soon as practicable after the date hereof, Seller agrees to proceed with an application for a Plat of Subdivision platting the Option Property and the adjoiing tract owned by Seller as single lots. Such subdivision shall include the following but no other conditions under Seller's Subdivision Control Ordinance: (i) the dedication of such portion of the Option Property abutting Dierking Terrace as is necessary to extend the present right-of-way of Dierking Terrace so as to provide a total width of 60 feet for Dierking Terrace; (ii) the dedication for public right-of-way of that portion of Landmeier Road presently existing and falling within the Property but not previously dedicated for right-of-way purposes; (iii) the dedication of easements for underground public utilities, twenty-five (25) feet in width measured from those right-of-way lines of Busse and Landmeier Roads and Dierking Terrace abutting the Property, and (iv) building setback lines twenty-five (25) feet from said right-of-way lines of Busse and Landmeier Roads and Dierking Terrace abutting the Property. Seller and Buyer shall share equally in the cost of preparation and filing of the Plat of Subdivision and Seller shall use its best efforts to grant final approval of such plat on or before December 5, 1978; provided however, that, in the event such final approval is obtained and the transaction between Buyer and SDK is not consummated, then, at the request of Buyer, Seller agrees to resubdivide according to the configuration provided in Paragraphs 15(b) and 18 of the Agreement, and Seller further agrees to exchange with Buyer such dee%:s and other documents as may be necessary.to effectuate such resubdivision. Buyer shall pay the cost of preparation and filing of the plat and such deeds as may be required to.effectuate such subdivision. . c. Consent to Entry. Seller hereby consents to the entry of SDK on the Property and the Option Property from time to time prior to Closing for the purpose of making surveys, soil tests, soil -borings, surface measurements, engineering studies, drainage studies, utility studies, and similar tests, provided SDK agrees in writing to hold Seller and Buyer harmless from all claims arising by or through such entry and work performed in the course of such inspection. ���� -3- d. Closing. In the event SDK exercises its option, Buyer shall notify Seller in writing and, notwithstanding any provisions of the Agreement to the contrary, closing of the sale to Buyer shall] take place either (i) ten (10) days after receipt of such notice by Seller or (ii) ten (10) days after final approval of the Plat of Subdivision provided for in Clause b of this paragraph, whichever last occurs. In such event, the closing shall be consummated in accordance with the terms of the Agreement except that the following provisions shall be deemed amended in the following respects: (i) The Option Property in the configuration shown on Exhibit 1 hereto shall be substituted in the place and stead of the property described in Exhibit A and, wherever the word "Property" appears in the Agreement such reference shall be deemed to refer to the Option Property.. (11) Paragraph 1 of the Agreement shall be amended to provide that the conveyance shall be made by a single deed legally describing the property as one parcel according to the plat of sub- division or by metes and bounds, as the case may be, and shall be further amended to delete the last three paragraphs of said Paragraph 1. (111) Paragraph 5 of the Agreement shall be amended to delete all restrictions on condition of title relating to development of the property for commercial use or for truck terminal purposes. (iv) The conditions precedent respecting rezoning, zoning variations and building permits contained in Paragraphs 7, 8 and 13 of the Agreement shall be deemed to have been waived and shall be of no further force and effect. (v) Paragraphs 15 and 18 of the Agreement shall be deleted in their entireties. • In the event SDK does not exercise its option, Buyer shall immediately notify Seller and this Paragraph 20 shall have no further force and effect except that Seller shall remain obligated to resubdivide pursuant to Clause (b) hereof, and the parties shall then proceed pursuant to the Agreement. The parties further agree until December 5, 1978 and thereafter, if the option is exercised, no action shall be required or taken with respect to the matters relating to rezoning, zoning variations and building permits specified in Paragraphs 7 and 8 of the Agreement. �i� -4- e. Conditional Amendments. In the event SDK acquires the Option Property, the Agreement shall be deemed amended to add the following paragraphs 21 and 22: , "21. Relocation of Drainage Ditch. Notwithstanding the provisions, of Paragraph 12 of the Agreement, application for the right.to relocate and relocation of the drainage ditch shall not be required until such time as development of the portion of the Property on which the ditch is presently located is commenced or, in the case of the segment of the ditch presently located on the five acre parcel now owned by Seller and adjoining the north and east lines of the Property (the "Village Parcel"), unless and until such time as the Village Parcel is developed for municipal purposes, whichever first occurs." 1122. Disposition of Village Parcel. Notwithstanding the consummation of this transaction, if Seller determines at any time to offer the Village Parcel for sale other than to a governmental entity, Seller agrees to first notify SDK or the then owner of the Property and, upon the written request of such owner within five days from such notice, Seller agrees to refrain from offering the Village;Parcel to any other party and to enter into good faith negotiations with such owner for the sale of the Village Parcel for a period of thirty days from such notice." f. Survival of Warranties and Continuing Obligations. All warranties contained in the Agreement and the rights and obligations contained in Paragraphs b and a of this Paragraph 20 shall survive' and shall not be cancelled upon Closing pursuant to this Paragraph 20. g. The provisions of this Paragraph 20 shall be binding upon and inure to the benefit of the successors and assigns of the parties and SDK, its successors and assigns. ATTEST: SELLER: VII 11 - �. ,�"" wyarr, Vill ge Clerk By, Dat BUYER: STRICKLAND TRANSPORTATION CO., INC. David M. antz, Preside t Date: November 14; 1978