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HomeMy WebLinkAboutRESOLUTION - 8-97 - 2/11/1997 - AGREEMENT/WALGREENS RESOLUTION NO. 8-97 A RESOLUTION AUTHORIZING THE VILLAGE PRESIDENT AND VILLAGE CLERK TO EXECUTE AN AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND WALGREEN CO. NOW, THEREFORE, BE IT RESOLVED by the President 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 Village President be and is hereby authorized to sign the attached documents marked: AGREEMENT Walgreen Company 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 Village President. 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: Q ABSENT: Q PASSED this 11th day of February 1997. APPROVED this 11th day of February 1997. Dennis J. Gallitano Village President ATTEST: Patricia S. Smith Village Clerk 955 Grove Mall Grovel.agr Elk Grove Village, Illinois 02/27/97 AGREEMENT AGREEMENT made this I Ith day of February, 1997 by and between the Village of Elk Grove Village, a municipal corporation and Walgreen Co., an Illinois corporation . WHEREAS, by Lease dated November 22, 1963, and recorded December 9, 1963 in Book 654 of Plats, page 22 as number 18994711, Cook County Recorder by and between Chicago Title and Trust Company, as Trustee under Trust Agreement dated December 7, 1962 and known as Trust No. 45125, to all right, title and interest of which the Village of Elk Grove Village, a municipal corporation, has succeeded and Walgreen Co., an Illinois corporation ("Walgreens") as modified by various Agreements (the "Lease") the premises commonly known as 955 Grove Mall, Elk Grove Village, Illinois (the "Leased Premises") were leased to Walgreens and WHEREAS, the Village of Elk Grove Village has acquired the Shopping Center of which the Leased Premises is a part legally described as Exhibit "B" attached hereto (the "Shopping Center") as a result of a condemnation action entitled the Village of Elk Grove Village v. Joseph Serfecz, et al., Case No, 951-50049, Circuit Court of Cook County, Illinois, and WHEREAS, in connection with the above described action, the Village of Elk Grove Village and Walgreens have entered into an Agreed Order dated May 10, 1996 which sets forth certain respective rights and obligations of the parties hereto in connection with the Lease, and WHEREAS, the parties now wish to further modify both said Lease and said Agreed Order. 1. Said Lease is hereby modified to delete therefrom any obligation of Tenant with respect to rents, percentage rents, real estate taxes and insurance for periods accruing on and after February 1, 1997. It is the intent of the parties hereto that Tenant (as defined in the Lease) shall have no obligation to pay any monies to Landlord (as defined in the Lease) pursuant to the Lease which would otherwise accrue for any period subsequent to January 31, 1997. 2. Article 7 of said Lease is hereby deleted. In lieu thereof the Landlord agrees to provide and keep available to Tenant the areas outlined on Exhibit "A" attached hereto as parking, receiving, driveway and access areas. Tenant agrees that it shall maintain and clean said areas during the remainder of -1- 955 Grove Mall Grovei.agr Elk Grove Village, Illinois 02/27/97 said Lease term. Landlord shall continue to adequately light when necessary during Tenant's business hours, said areas. 3. Tenant acknowledges that the Shopping Center, initially excluding the Leased Premises, shall be demolished and redeveloped. Landlord agrees that it shall cause such demolition, reconstruction and development to occur without unreasonable interference with the Leased Premises, and/or Tenant's business operations. Without limiting the generality of the foregoing, Landlord shall take such actions as are necessary or appropriate to prevent construction equipment to be placed temporarily or permanently within the areas outlined on said attached Exhibit "A", and shall take such other actions as are reasonably necessary to enable Tenant to continue to conduct its business within the Leased Premises including, but not limited to those actions necessary to provide continuous and unimpeded vehicular access to and from the receiving area serving the Leased Premises and continuous and unimpeded vehicular access to and from the Leased Premises and from and to Biesterfield Road and Arlington Heights Road, respectively. Additionally, Landlord shall continuously provide at least forty (40) contiguous parking spaces adjacent to the Leased Premises (in as close proximity to its front entrance as is reasonably possible). It is acknowledged that said parking spaces may be relocated from time to time during the redevelopment of the Shopping Center provided that there shall at all times be at least forty (40) spaces adjacent to the Leased Premises. In the event that Tenant is unable to operate its business in the Leased Premises substantially in the normal course for one day or more (for purposes hereof a "day" shall be deemed at least four hours of disruption within a period consisting of Tenant's usual operating hours within a calendar day), Landlord shall pay to Tenant, in compensation thereof, One Thousand Five Hundred Dollars ($1,500.00) for each such day; provided, however, if such disruption occurs for three or more days, Tenant may, at Tenant's option, elect to cease its operations in the Leased Premises and, in such event, Landlord shall promptly pay to Tenant, as liquidated damages hereunder a sum equal to Three Hundred Twenty-Five Thousand Dollars ($325,000.00) less rents and other charges that, except for the within Agreement, would have accrued as Tenant's payment obligations to Landlord under the Lease from and after February 1, 1997 to and including such date that Tenant elects to cease operations. In connection herewith Tenant acknowledges that the driveways to and from the Leased Premises and from and to Biesterfield Road and Arlington Heights Road respectively may be fully or partially closed for periods not to exceed one week in duration cumulatively as to Biesterfield Road and not to exceed ten (10) days in duration as to Arlington Heights Road. Provided that -2- 955 Grove Mall gr Grovei.a Elk Grove Village, Illinois ovel.a r such driveways are not fully or partially closed at the same times and provided that such closures do not exceed the aforedescribed time periods cumulatively per driveway, such closures shall not be deemed an unreasonable interference with Tenant's business operations. Further, Tenant acknowledges that the reconstruction and re-development of the Shopping Center may cause Tenant to suffer inconvenience but such inconvenience shall not be deemed unreasonable interference hereunder unless access to the Leased Premises is denied or materially impaired, utility service to the Leased Premises is disrupted, Tenant's parking areas or portions thereof, as herein defined, are unavailable for the use of Tenant's customers and employees, access to the receiving area is denied or materially impaired or Landlord causes or allows some other act or circumstance connected to the reconstruction or redevelopment of the Shopping Center which materially impedes Tenant's usual business operations in the Shopping Center. 4. Said Agreed Order is hereby modified so as to eliminate therefrom the Village of Elk Grove Village's obligations thereunder to pay to Walgreens the amount set forth in said Agreed Order; Walgreens hereby waives its right to enforce said Order to the extent that it requires the Village of Elk Grove Village to make such payment to Walgreens. 5. Notwithstanding the provisions of the Lease to the contrary, in the event that the Leased Premises are totally destroyed as a result of casualty Landlord shall not be obligated to restore the same, provided that Tenant is entitled to install a temporary pharmacy facility in the Shopping Center. If such temporary pharmacy is installed as a result of casualty, such casualty shall not be deemed a disruption of Tenant's operations as described in Article 3 hereof. 6. Tenant shall be entitled to place temporary signage along Biesterfield Road and along Arlington Heights Road in order to advise the public that Tenant remains open for business during the Shopping Center's redevelopment. 7. The parties hereto acknowledge that the within Agreement is conditioned upon Walgreens and the Village of Elk Grove Village or its designated developer or successor in interest to the Shopping Center entering into a new lease under which Walgreens shall become a tenant in the newly developed Grove Shopping Center and, further, conditioned upon the delivery of possession of the leased premises under said new lease to Walgreens without any disruption of its operations in the Shopping Center. In the event that such new lease is not executed and delivered by Walgreens and the then owner of the Grove Shopping Center by March 15, 1997 or such later date that the Village designates or in the event that the leased premises under said new lease is not -3- 955 Grove Mall Grovei.agr Elk Grove Village, Illinois 02/27/97 delivered to Walgreens without disruption of its operation (as herein defined) in the Shopping Center then, and in such event, and at Tenant's election, the within Agreement shall become a nullity and Walgreens, as Tenant under said Lease shall become liable to pay to the Landlord under said Lease all amounts that otherwise would have accrued and become due under said Lease subsequent to January 31, 1997 and the obligations of the Village of Elk Grove Village to pay to Walgreens amounts that otherwise would have become due pursuant to said Agreed Order shall be reinstated and the Village of Elk Grove Village, or its successors or assigns, provided that such successors or assigns have agreed to become bound hereto, shall pay such amounts to Walgreens. 8. The Village of Elk Grove Village agrees that it shall notify its designated developer of the Shopping Center or the Village's successor in interest to the Shopping Center of the terms of the within Agreement and insofar as said Lease is modified by the within Agreement, to bind said developer and/or successor in interest to said Lease, as modified herein. Walgreens acknowledges that the Village intends to convey its interest in the Shopping Center, the Lease and this Agreement to its designated developer. The within Agreement shall bind and benefit the successors and assigns of the respective parties hereto and all of the covenants, conditions and agreements herein contained shall be construed as covenants running with the land. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as the day and year first above written. WALGREEN CO. VILLAGE OF ELK GROVE VILLAGE By By Dennis S. Gallitano Vice President Attest: Attest: By By Patricia S. Smith Assistant Secretary Witnesses: Witnesses: -4- • 955 Grove Mall Grovei.agr Elk Grove Village, Illinois 02/27/97 EXHIBIT "B" LEGAL DESCRIPTION The East 810 feet, as measured along the North Line, of the North 850 feet, measured along the East line, of the Southwest quarter of the Northeast quarter of Section 32, Township 41 North, Range 11, East of the Third Principal Meridian (excepting from said Parcel the East 245 feet, as measured along the North line of the North 260 feet, as measured along the East line thereof) in Cook County, Illinois. -5-