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HomeMy WebLinkAboutRESOLUTION - 83-90 - 12/11/1990 - AGRMT/ALEXIAN BROS. MED. CENTER RESOLUTION NO. 83-90 A RESOLUTION AUTHORIZING THE VILLAGE PRESIDENT AND VILLAGE CLERK TO EXECUTE AN AGREEMENT BETWEEN ALEXIAN BROTHERS MEDICAL CENTER, INC. AND THE VILLAGE OF ELK GROVE VILLAGE NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPaye, State of Illinois as follows: Section 1: That the Village President be and is hereby authorized to sign the attached documents marked: "Agreement between the Village of Elk Grove Village and Alexian Brothers Medical Center, Inc." 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: AYE: Joseph T. Bosslet, Ronald L. Chernick, Nancy J. Czarnik, James P. Petri , Michael A. Tosto NAY: None PASS: Dennis J. Gallitano PASSED this 11th day of December 1990. APPROVED this 11th day of December 1990. Charles J. Zettek Vi age rest ent ATTEST: Patricia S. Smith Village Clerk AGREEMENT This Agreement (the "Agreement") is entered into this iittday of Dec. , 1990 by and between the Village of Elk Grove Village, a body politic, (the "Village"), and Alexian Brothers Medical Center, Inc., a not-for-profit corporation, ("ABMC") (collectively, the "Parties"). WHEREAS, ABMC is the beneficial owner of certain property described in Exhibit A attached hereto and incorporated by this reference (the 'Property"), commonly known as the Zirko property; and WHEREAS, certain property adjacent to the Property is within the boundaries of Village; and WHEREAS, certain property which was previously a part of the Property has been taken by condemnation by the State of Illinois through the Illinois Department of Transportation ('IDOT') for the purpose of building a ramp from Biesterfield Road to Interstate I-290 (the "Interchange") (the "Ramp Property"); and WHEREAS, Village has incurred an obligation to provide $1.5 million to IDOT to partially defray the costs of construction of the Interchange (the "Village Obligation"); and WHEREAS, the Interchange shall be a benefit to ABMC and the community it serves by allowing greater and more timely access to I-290 for those in need of hospital service, and a benefit to the Property; and WHEREAS, it is in the interest of ABMC to secure the benefits to it of the Interchange by donating the Condemnation Proceeds (as hereinafter defined) to Village to help defray the cost of the Village Obligation for construction of the Interchange. NOW, THEREFORE, in consideration of the mutual promises contained herein, ABMC and Village hereby agree as follows: 1. Recitals The recitals are hereby incorporated into this Agreement by this reference. 2. Deflnition of Condemnation Proceeds For the purpose of this Agreement, the term "Condemnation Proceeds" shall mean the proceeds received by ABMC from MOT in compensation for the Ramp Property, less expenses incurred by ABMC in the condemnation proceedings and related costs. 3. Representations of Village Village hereby makes the following representations and warranties: a. It is a body politic, duly organized and existing pursuant to the laws of the State of Illinois. b. All corporate actions required to authorize and approve the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, have been taken, and it has full right, power, legal capacity and authority to enter into this Agreement and all other agreements to be entered into by it under the terms hereof or in connection herewith. Upon execution and delivery of this Agreement, this Agreement will constitute valid, legal and binding obligations, enforceable against it in accordance with the terms except as its obligations hereunder may be limited by bankruptcy, insolvency or other equitable principles of general application relating to or affecting the enforcement of creditors' rights. 4. Representations of ABMC a. It is a nonprofit corporation duly organized and validly existing under the laws of the State of Texas, and is qualified to conduct business in the State of Illinois. b. All corporate actions required to authorize and approve the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, have been taken, and it has full right, power, legal capacity and authority to enter into this Agreement and all other agreements to be entered into by it under the terms hereof or in connection herewith. Upon execution and delivery of this Agreement, this Agreement will constitute valid, legal and binding obligations, enforceable against it in accordance with the terms except as its obligations hereunder may be limited by bankruptcy, insolvency or other equitable principles of general application relating to or affecting the enforcement of creditors' rights. C. It is the beneficial owner of the Property. 2 5, Covenants of ABMC a. Within ten (10) days after execution and delivery of the Agreement to ABMC by Village, ABMC shall pay Village a sum equal to the Condemnation Proceeds. b. ABMC shall cooperate with Village in the process of annexing the Property by Village, all as set forth in a separate annexation agreement which may be entered into at a future date. 6. Covenants of Village a. If the Property is annexed by Village on or before January 1, 1998, Village shall not charge any impact fees, annexation fee, development fees, traffic fees or any other fees or costs in connection with such annexation other than: i) Municipal Purpose Fee of $500.00 per acre or portion thereof; ii) Water Recapture Fee of$6, 711.88 due the Village as set forth in Ordinance 1430; iii) Fee of $117.00 per acre due the Village as set forth in Ordinance 668; iv) Engineering review and inspection fees, building permit fees, annexation recording, documentation and court reporter fees, water connection and water meter fees, as may at the time be uniformly charged to developers of property in the Village; and v) Any court-ordered recapture fee as set forth in paragraph 7. b. Village shall take all actions in its power to reserve water and sewer capacity for Property adequate for development of the Property. 7. Recapture Litigation ABMC has been advised that a lawsuit has been filed against Village to determine whether the property may be subject to a prior Recapture Agreement concerning certain utility line connections. Legal issues concerning the liability under said Recapture Agreement are currently in dispute. In that regard, the Village agrees to provide a defense, exercise due 3 diligence in defending against any claims filed and be responsible for all costs associated with said litigation (excepting any court-ordered Recapture Fees). Village agrees not to settle or compromise said litigation in a manner which would require payment by the owner of the Property without first notifying ABMC in writing, and allowing ABMC adequate time to intervene in said lawsuit. 8. Miscellaneous a Strict Co=Hance No failure by any Party to insist upon the strict performance of any covenant, agreement, term or condition of this Agreement, shall constitute a waiver of any such breach of such covenant, agreement, term or condition. No waiver of any breach shall affect or alter this Agreement, but each and every covenant, agreement, term and condition of this Agreement shall continue in full force and effect. b. Notices All notices, requests, approvals, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given and to be effective when delivered personally (including delivery by express or courier service) or, if mailed, four (4) business days after being deposited in the United States mail as registered or certified matter, postage prepaid, return receipt requested, addressed as follows or to such other address as either Party may designate by notice to the other Party: ff to Village: Village of Elk Grove Village 901 Wellington Elk Grove Village, Illinois 60007 Attention: President With a copy to: George Knickerbocker, Esq. Samelson, Knickerbocker & Payne 575 Lee Street Des Plaines, Illinois 60016 4 If to ABMC: Alexian Brothers Medical Center, Inc. 800 West Biesterfield Road Elk Grove Village, Illinois 60007 Attention: President With a copy to: Alexian Brothers Health System, Inc. 600 Alexian Way Elk Grove Village, Illinois 60007 Attention: Vice President and General Counsel C. Counterparts This Agreement may be executed in several counterparts, each of which shall be an original, but all of which shall constitute but one and the same instrument. d. Amendments This Agreement may not be changed, amended, waived, discharged or terminated except by written consent of the Parties hereto. e. Captions The captions to this Agreement are for convenience of reference only and in no way define, limit or describe the scope or intent of this Agreement or any part hereof, nor in any way affect this Agreement or any part hereof. L Controlline_Law This Agreement shall be interpreted and construed in accordance with the laws of the State of Illinois. g. Successors and As5igns This Agreement shall inure to the benefit of and be binding upon the Parties hereof and their respective successors and assigns, including successors in ownership of Property. 5 IN WITNESS WHEREOF, ABMC and Village have executed this Agreement as of the date set forth first above. ALEXLAN BROTHERS MEDICAL CENTER, INC. Attest: by President VILLAGE OF ELK GROVE VILLAGE Attest: Patricia S. Smith by Charles J. Zettek Village Clerk Its Village President ABMCEGVSAGR 11/19/90 6