HomeMy WebLinkAboutRESOLUTION - 26-86 - 3/25/1986 - LOC ACCEPTED/STAPE'S SUB PHASE IRESOLUTION NO. 26-86
A RESOLUTION ACCEPTING A LETTER OF CREDIT AGREEMENT IN
THE AMOUNT OF $295,849.85 FROM THE DEVELOPER (TERRESTRIS
DEVELOPMENT CORPORATION) FOR PROPERTY COMMONLY KNOWN AS
STAPE'S SUBDIVISION PHASE I
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:
Section 1: That the Village President and Board of Trustees
hereby authorize the adoption of the attached documents marked:
''LETTER OF CREDIT AGREEMENT''
a copy of which is attached hereto and made a part hereof as if
fully set forth.
Section 2: That this Resolution shall be in full force and
effect from and after its passage and approval according to law.
PASSED this 25th day of
March
, 1986•
APPROVED this 25th day of March , 1986.
Charles J. Zettek
Village President
ATTEST:
Patricia S. Smith
Village Clerk
LETTER OF CREDIT AGREEMENT
THIS AGREEMENT is made and entered into this 25th day of
March, 1986 by and between Elk Grove Village, an Illinois municipal
corporation (the "Village") and Terrestris Development Corp.
("Developer"), an Illinois corporation.
WITNESSETH:
WHEREAS, a contiguous, self-contained portion of a subdivi-
sion commonly known as Stape's Subdivision (Phase I) is located
within the Village on the property legally described on Exhibit A
hereto.
WHEREAS, Developer has acquired an option to purchase from
the current Owner the lots in Phase I on which homes have not
yet been constructed; and
WHEREAS, the Village requires that the Developer complete
the installation and construction of certain public improvements
in Phase I (the "Public Improvernents") in accordance with those
certain plans and specifications, dated October 29, 1982, and
prepared by Fletcher Engineering Co., 450 Lee Street, Des Plaines,
Illinois (the "Plans"); and
I•.HEREAS, the Developer has agreed to complete the Public
Improvements in accordance with the Plans; and
WHEREAS, the Village has agreed to accept a letter of credit
in the form of Exhibit e attached hereto in the amount of
$295,849.85 as security for the completion of the Public Improve-
ments (the "Letter of Credit").
NOW, THEREFORE, in consideration of these premises and the
mutual promises contained herein, the Village and the Developer
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agree as follows:
1. Incornoration By Reference. The aforesaid Recitals and
all Exhibits to this Agreement are incorporated herein as if
fully set forth.
2. Acceptance By Village. The Villaqe aarees to anprove
and accept the Public Improvements, in accordance with the terms
and conditions set out in this Agreement, if and when the Public
Improvements are completed in accordance with the Plans. The
execution of this Agreement shall constitute approval by the
Village of the Plans and acknowledgment that such approval conforms
to all substantive and procedural requirements of the Villaqe
Code.
3. Letter of Credit. The Developer aqrees to deliver to
the Village the Letter of Credit and to maintain such Letter of.
Credit in good standing naming the Villaqe as the Beneficiary so
long as the Public Improvements remain incomplete. The Develoner
further agrees that the expiration date of the Letter of Credit
shall always be at least ninety (90) days beyond the required
"Completion Date" (hereafter defined) for the Public Improvements.
The Developer also agrees to notify the Villaqe at least ninety (90)
days prior to the expiration date that the Letter of Credit will exnire
unless the Developer presents an extension or renewal of same to the
Village.
4. Default; Disposition of Proceeds.
(a) The Village may present the Letter of Credit for
payment only upon a default hereunder by Developer. The Developer
shall be in default hereunder if both of the following conditions
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exist:
(i) The Public Imorovements are not completed by
the Completion Date and approved by the Village
Engineer; and
(ii) The Letter of Credit or any replacement or
extension thereof will expire within ninety
(90) days.
(b) The Village agrees that if it draws the Letter of
Credit in whole or in part, it will only use the proceeds thereof
for the reasonable costs of completing the Public Improvements in
accordance with the Plans and such other costs, including reason-
able attorneys' fees, as the Village may incur as a result of.
Developer's default under this Agreement.
5. Completion Date. The Developer shall complete the Public
Improvements in accordance with the Plans on or before December
7, 1986 or such later date as the Villaqe Enq=neer or other duly
authorized Village official may approve in writinq (the "Completion
Date").
6. Reduction of Letter of Credit. The Villaqe agrees to
accept either a reduction in the amount of the Letter of Credit
or accept a substituted letter of credit in a lesser amount upon
the following conditions:
a) The Developer makes application to the Village
Engineer for a reduction of the Letter of Credit
based upon completion or partial completion of. the
Public Improvements and the Village Enqineer determines
that the completed Public Improvements have been installed
or constructed in accordance with the Plans.
b) The Letter of Credit which is reduced or substituted
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is in an amount ecual to the one hundred an^ ten
(110;) percent of the then reamininc incomplete
Public Improvements plus ten (10%) percent of the
completed Public Improvements.
7. Develooer's Remedies. The Developer aqrees that if the
Village presents the Letter of Credit for payment to the issuer
thereof in accordance with Section 3 above, then the Devel-
oper will not seek to enjoin the issuer from payinq upon the
Letter of Credit to the Village; provided, however, that the
Developer reserves all other rights and remedies at law or equity,
including, without limitation, the riqht to seek an injunction
against the disposition of the proceeds of the Letter of Credit
received by the Village from such an issuer based upon a dispute
regarding the Village's right to draw such funds on then the
terms of this Agreement or any applicable provision of. law. The
parties agree that, in the event such an injunction is issued,
the proceeds of the Letter of Credit shall he deposited with the
court that issues the injunction or in a joint order escrow
requiring the signature of a representative of each of Developer
and Village or an order of such court to authorize disposition of
the deposits into such escrow.
8. Limitations. The Letter of Credit and any proceeds
thereof received by the Village are for the sole purpose of
securing the completion of the Public Improvements. This Agree-
ment is solely for the benefit of the Villaqe and the Developer.
No other person or entity is a Beneficiary of this Aqreement,
the Letter of Credit or such proceeds. If the Public Improvements
are not completed on or before the Completion Date, or if said
Public Improvements have not been installed or constructed in
accordance with the Plans, as reasonably determined by the Village
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Engineer, then the Village, and solely the Villace, as set Forth
above is hereby granted the authority to draw upon the Letter of
Credit by either a full draft or partial draft for the ournose
of completing fully said Public Improvements in accordance with
the provisions herein and above set forth.
9. Developers Obligations. The Letter of Credit or proceeds
thereof shall be utilized to secure the installation of all the
Public Improvements as specified on the Plans. However the
acceptance of this Letter of Credit or such proceeds shall not
operate as a limitation upon the obligation of the Developer to
properly and completely install all the Public Improvements in
accordance with the Plans.
10. General Provisions.
(a) This Agreement contains the entire aqreement and
understanding of the parties regarding the matters addressed herein,
and there are no other prior or contemporaneous written or oral
agreements, undertakings, promises, warranties or covenants not
contained herein.
(b) This Agreement may be amended only by a written
memorandum subsequently executed by all of the parties hereto.
(c) No waiver of any provision or condition of this
Agreement by any party shall be valid unless in writing signed by
the party waiving such provision or condition. No such waiver
shall be taken as a waiver of any other or similar provision or
of any past or future event, act, or default.
(d) Time is of the essence of this Agreement. In the
computation of any period of time provided for in this Aqreement
or by law, the day of the act or event from which said period of
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time runs shall be excluded, and the last day of such perion
shall be included, unless it is a Saturday, Sunday or legal
holiday, in which case the period shall be deemed to run until
the end of the next day which is not a Saturday, Sunday or lenal
holiday.
(e) In the event that any provision of this Agreement
shall be unenforceable in whole or in part, such provision shall
be limited to the extent necessary to render the same valid, or
shall be excised from this Agreement, as circumstances require,
and this Agreement shall be construed as if said provision had
not been included herein.
(f) Headings of paragraphs are for convenience of refer-
ence only, and shall not be construed as a part of this Acreement.
(g) This Agreement shall be bindinq upon and shall
inure to the benefit of the parties hereto, and their respective
heirs, executors, personal representatives, successors and assigns.
(h) Any and all notices permitted or required to he
given hereunder shall be in writing and shall be either personally
delivered to the party or shall be sent by U.S. reqistered or
certified mail to the addresses set forth above.
(i) This Agreement shall be governed in all respects by
the laws of the State of Illinois.
(j) This Agreement may be executed in any number of
identical counterparts, any or all of which may contain the
signature of less than all of the parties, and all of which shall
be construed together as but a sinqle instrument.
IN WITNESSTH WHEREOF, the Villaqe and the Develoner have
executed this Agreement this 25thday of March, 1986.
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-6-
VILL?GE:
ELK GROVE VILL?GE
By: Charles J. Zettek
Its: Village President
DEVELOPER:
TERRESTRIS DEVELOPMENT CORP.
m
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ts:
EXHIBIT A
The following is the legal description of the Property.
LOTS 2, 101 THROUGH 107, BOTH INCLUSIVE, 175 THROUGH 242,
BOTH INCLUSIVE, 255 THROUGH 351, BOTH INCLUSIVE, AND 355 THROUGH
374, BOTH INCLUSIVE, AND OUTLOT "A" IN STAPES SUBDIVISION BEING A
SUBDIVISION OF PART OF THE NORTHEAST 1/4 OF SECTION 35, TOWNSHIP
41 NORTH, RANGE 10 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK
COUNTY, ILLINOIS.
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Dear Sin:
We hereby issue in your favor this documentary letter of credit, which is available ❑ against presentation of the following documents
®against beneficiaries draft at Sight .. - drawn on Ourselves
Iii accompanied by the following documents (in duplicate unless otherwise specified)
"ggI� We hereby establish in your favor our Irrevocable Letter of Credit No.
SPL 27379, which isavailable for negotiation of your drafts at sight,
s w drawn on us, and bearing the clause -."drawn under Harris Trust and Savings
I, Bank of .Chicago Credit No. SPL 27379."i� We hereby engage with drawers and/or bonafide holders that drafts drawn
and negotiated in conformity with -the terms of this Letter of Credit will
`j be duly honored on presentation and that drafts accepted within the terms
'Er of this Letter of -Credit will be duly honored on or before the expiration
date of this credit.. The amount of each draft -must be endorsed on the
reverse of.this Letter of Credit by the negotiating bank.
y k Except as otherwise expressly'stated this -documentary letter of credit is
x'(= subject to the "Uniform Customs and Practice for Documentary Credits
(1 983 Revision),•International Chamber. of Commerce Publication No. 400.
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Date of Issue
This is a confirmation of out
letter of credit opened by cable
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Chicago, 60690
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❑ This credit is forwarded to the January 24,
advising bank by Air Mail
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Telex: 25-3417
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Latest Datelor Negotna iation
latest Date for Shipmern
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January 24, 1986
Dear Sin:
We hereby issue in your favor this documentary letter of credit, which is available ❑ against presentation of the following documents
®against beneficiaries draft at Sight .. - drawn on Ourselves
Iii accompanied by the following documents (in duplicate unless otherwise specified)
"ggI� We hereby establish in your favor our Irrevocable Letter of Credit No.
SPL 27379, which isavailable for negotiation of your drafts at sight,
s w drawn on us, and bearing the clause -."drawn under Harris Trust and Savings
I, Bank of .Chicago Credit No. SPL 27379."i� We hereby engage with drawers and/or bonafide holders that drafts drawn
and negotiated in conformity with -the terms of this Letter of Credit will
`j be duly honored on presentation and that drafts accepted within the terms
'Er of this Letter of -Credit will be duly honored on or before the expiration
date of this credit.. The amount of each draft -must be endorsed on the
reverse of.this Letter of Credit by the negotiating bank.
y k Except as otherwise expressly'stated this -documentary letter of credit is
x'(= subject to the "Uniform Customs and Practice for Documentary Credits
(1 983 Revision),•International Chamber. of Commerce Publication No. 400.
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