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HomeMy WebLinkAboutRESOLUTION - 31-24 - 5/14/2024 - WINGSPAN, SECOND AMENDMENT TO AGREEMENTRESOLUTION NO.31-24 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A SECOND AMENDMENT TO AGREEMENT AND REAL ESTATE TERMS AND CONDITIONS FOR CONVEYANCE OF VILLAGE -OWNED PROPERTY BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND WINGSPAN DEVELOPMENT GROUP, LLC. (ARLINGTON-HIGGINS TIF) NOW, THEREFORE, BE IT RESOLVED 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 document marked: SECOND AMENDMENT TO AGREEMENT - REAL ESTATE TERMS AND CONDITIONS FOR CONVEYANCE OF VILLAGE -OWNED PROPERTY 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 document upon the signature of the Mayor. 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: 0 ABSENT: 0 PASSED this 141h day of May 2024 APPROVED this 141h day of May 2024 APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Loretta M. Murphy, Village Clerk SECOND AMENDMENT TO AGREEMENT — REAL ESTATE TERMS AND CONDITIONS FOR CONVEYANCE OF VILLAGE -OWNED PROPERTY THIS SECOND AMENDMENT TO AGREEMENT — REAL ESTATE TERMS AND CONDITIONS FOR CONVEYANCE OF VILLAGE -OWNED PROPERTY ("Second Amendment") is made and entered into this 14th day of May, 2024 between Wingspan Development Group, LLC, an Illinois limited liability company ("Purchaser") and the Village of Elk Grove Village, an Illinois home rule municipal corporation ("Seller") (collectively, the Seller and Purchaser are the "Parties" and, sometimes, individually, a "Party"). RECITALS A. On or about January 23, 2024, the Parties entered into that certain Agreement — Real Estate Terms and Conditions for Conveyance of Village -Owned Property ("Agreement") concerning the property commonly known as 1 and I I I E. Higgins Road, Elk Grove Village, Illinois; and B. On or about March 26, 2024, the Parties entered into a First Amendment to the Agreement ("First Amendment') to extend certain performance deadlines; and C. The Parties now wish to further amend the Agreement to extend the Due Diligence Period to provide additional time to address certain title encumbrances, all as set forth in this Second Amendment. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency are hereby acknowledged, the Parties agree as follows: 1. Recitals Incorporated. The foregoing recitals are incorporated as though fully set forth in this Section 1. 2. Capitalized Terms: Conflict. Any capitalized term used herein, but not defined herein, shall have the meaning given to such term in the Agreement. In the event of any conflict between the terms and conditions hereof and those set forth in the Agreement or the First Amendment, the terms and conditions of this Second Amendment shall control. 3. Agreement Amended. Notwithstanding anything in the Agreement to the contrary, the Due Diligence Period shall expire at 3:00 p.m. CST on July 1, 2024. 4. Binding Effect. This Second Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the Seller and the Purchaser. 5. One Agreement. The Agreement, the First Amendment, and the Second Amendment shall be construed as one instrument. The terms and provisions of the Agreement and the First Amendment not specifically modified by this Second Amendment shall remain in full force and effect and shall not be construed to have been modified, waived, discharged or otherwise altered by this Second Amendment. The terms and provisions of the Agreement and the First Amendment are incorporated herein by reference as if fully stated herein. 6. Amendment. The terms and conditions of the Second Amendment may not be modified, amended, altered, or otherwise affected except by instrument in writing executed by Seller and Purchaser. 7. Final Form. This Second Amendment represents the final agreement between Seller and Purchaser and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements between Seller and Purchaser. There are no unwritten oral agreements between Seller and Purchaser. 8. Severability. If any term or provision of this Second Amendment, or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Second Amendment, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby. Each provision of this Second Amendment shall be valid and shall be enforceable to the extent permitted by law. 9. Authority. Each Party represents and warrants to the other that is has the requisite authority to enter into this Second Amendment, and each party shall, upon request, provide evidence of such authority acceptable to the other at the time of execution of this Second Amendment. 10. Counterparts. This Second Amendment may be executed in multiple counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively but one instrument; but in making proof of this Second Amendment, it shall not be necessary to produce or account for more than one such counterpart. A facsimile or electronic copy of this Second Amendment and any signatures thereon shall be considered an original for all purposes. [Signature page follows] 2 IN WITNESS WHEREOF, this Second Amendment has been executed by the Parties as of the date first above written. PURCHASER: Wingspan Development Group, LLC, an Illinois limited liability company AA"AA� Namen eiGt n Title: A&Ao- fv Date: s9 ia4 SELLER: Village of EJ9 Grove Vi ge, Attest an Illinois unicival c oratia Craig B. Johnson Loretta M. Murphy Mayor Village Clerk Date: i Date: /Z