HomeMy WebLinkAboutRESOLUTION - 70-24 - 11/19/2024 - CASEY'S DEVON AND ARLINGTON HEIGHTS TEMPORARY CONSTRUCTION EASEMENTRESOLUTION NO. 70-24
A RESOLUTION APPROVING THE ACQUISITION OF A TEMPORARY EASEMENT
AT THE SOUTHEAST CORNER OF THE INTERSECTION OF ARLINGTON
HEIGHTS ROAD AND DEVON AVENUE FOR THE ARLINGTON HEIGHTS ROAD
AND DEVON AVENUE INTERSECTION RESURFACING PROJECT BETWEEN THE
VILLAGE OF ELK GROVE VILLAGE AND THE CASEY'S RETAIL COMPANY AND
PAYMENT TO THE PROPERTY OWNER IN THE AMOUNT OF $2,000 FROM THE
CAPITAL PROJECTS FUND
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 documents
marked:
TEMPORARY CONSTRUCTION EASEMENT
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 19t' day of November 2024
APPROVED this 191' day of November 2024
APPROVED:
Mayor Craig B. Johnson
Village of Elk Grove Village
ATTEST:
Loretta M. Murphy, Village Clerk
Sender's Direct -Dial Telephone Number: 515-446-6115
E-mail Address: stacie.coomes@caseys.com
November 11, 2024
Santacruz Land Acquisitions
Attn: Dylan Santacruz
222 Northfield Road, Ste. 201
Northfield, IL 60093
RE: Parcel: 0001 TE
Route: Arlington Heights Road
Job No.: R-55-001-97
Address: 1400 N. Arlington Heights Rd., Itasca, IL
Dear Dylan:
Please find enclosed the following documents -that have been signed on behalf of Casey's Retail Company:
1. Temporary Construction Easement;
2. W-9;
3. Affidavit of Title;
4. Disclosure of Owner Affidavit;
5. Receipt of Conveyance Documents and Disbursement Statement;
6. Articles of Incorporation;
7. Amendments to Bylaws;
8. Written Consent authorizing Doug Beech to sign.
Please note that Casey's Retail Company is a wholly owned subsidiary of Casey's General Stores, Inc.,
which is a publicly traded company; therefore, we will not be providing a Certified Resolution. Also, there
is no tenant on the property, so the Tenant's Consent is not needed.
Please provide me with a recorded copy of the Temporary Construction Easement for our file.
If you have any questions, please let us know.
Very truly yours,,
v7�
Stacie L. Coomes
Paralegal
One SE Convenience Blvd. I Ankeny, Iowa 1 50021-9672 1 caseys.com 1 515-965-6100
Owner:
Casey's Retail Company, an
Iowa corporation
Owner
1 SE Convenience Blvd.
Address:
Ankeny, IA 50021
Route:
Arlington Heights Rd
Section:
at Devon Ave
County:
Cook
Project No.:
23-00079-00-RS
Job No.:
R-55-001-97
Parcel No.:
0001 TE
P.I.N. No.:
03-05-200-039
TEMPORARY CONSTRUCTION EASEMENT
(Corporation)
Casey's Retail Company, a corporation organized and existing under and by virtue of the laws of
the State of Iowa and duly authorized to do business under the Statutes of the State of Illinois,
(Grantor), for and in consideration of Two Thousand and no/100 Dollars ($2,000.00), receipt of
which is hereby acknowledged, and pursuant to the authority given by the Board of Directors of
said Corporation, hereby represents that Grantor owns the fee simple title to and grants and
conveys to Village of Elk Grove Village, (Grantee), a temporary construction easement for the
purpose of roadway construction and other highway purposes, on, over, and through the following
described real estate:
See attached legal description.
Property Address: 1400 N. Arlington Heights Road, Itasca, IL 60143
situated in the County of Cook, State of Illinois. The above -described real estate and
improvements located thereon are herein referred to as the "premises."
The right, easement and privilege granted herein shall terminate Three years from the execution
of this document, or on the completion of the proposed project, whichever is the sooner.
Grantor shall have and retain all rights to use and occupy the premises and access to Grantor's
remaining property, except as herein expressly granted; provided, however, that Grantor's use
and occupation of the premise may not interfere with Grantee's use of the premises for the
purposes herein described.
Grantor, without limiting the interest above granted and conveyed, acknowledges that upon
payment of the agreed consideration, all claims arising out of the above acquisition have been
settled, including without limitation, any diminution in value to any remaining property of the
Grantor caused by the opening, improving and using the premises for highway purposes. This
acknowledgment' does not waive any claim for trespass or negligence against the Grantee or
Grantee's agents which may cause damage to the Grantor's remaining property.
This grant shall constitute a covenant, which runs with the land, and shall be binding upon the
legal representatives, successors and assigns of Grantor.
Page 1 (Rev. 11/11)
Dated this day of 20)q.
ATTEST:
M
Signature
Print Name and Title
State of Iowa
County of
Polk
Casey's Retail Company, an Iowa corporation
By:
Signature
}
) ss
Kendra Meyer, Authorized Signer
Print Name and Title
This instrument was acknowledged before me on /VLN^_e4A,6y,- %% , 20_.),/, by
Kendra Meyer as Authorized Signer
and . as
of Casey's Retail Company, an Iowa corporation.
(SEAL)
yy s?ACIE L. COOMES
�F Commission Number 164402
My Commission EWIres
Much 20, 20
Grantee:
Village of Elk Grove Village
450 E. Devon Avenue
Elk Grove Village, IL 60007
i-
Notary Public
My Commission Expires: � 4p S
This instrument was prepared, by and after recording, mail this instrument to:
Santacruz Land Acquisitions
222 Northfield Road - Suite 201, Northfield, IL 60093
Page 2 (Rev. 11/11)
Route F.A.U. 2626 (Arlington Heights Road)
F.A.U. 1346 (Devon Avenue)
Section: 23-00079-00-RS
County : DuPage
Job No.: R-55-001-97
Parcel 0001T.E.
Sta. 61+38.26 to Sta. 61+61.99
Index No. 03-05-200-039
That part of Lot 1 in Buchanan Energy's Itasca Assessment Plat, being
a resubdivision of part of the East Half of Section 5, Township 40 North,
Range 11 East of the Third Principal Meridian, according to the plat
thereof recorded July 7, 2015 as document number R2015-073336, in DuPage
County, Illinois, bearings and distances are based on the Illinois
Coordinate System, NAD 83(2011) East Zone, with a combination factor
of 0.9999563093, described as follows:
Commencing at the northwest corner of said Lot 1; thence on an Illinois
Coordinate System NAD 83(2011) East Zone bearing of North 88 degrees
46 minutes 16 seconds East along the north line of said Lot 1, a distance
of 135.18 feet to the point of beginning; thence continuing North 88
degrees 46 minutes 16 seconds East along the north line of said Lot 1,
a distance of 12.00 feet to the northeasterly line of Lot 1; thence South
45 degrees 36 minutes 17 seconds East along the northeasterly line of
said Lot 1, a distance of 16.79 feet to a point 12.00 feet normally distant
South of the north line of said Lot 1; thence South 88 degrees 46 minutes
16 seconds West along a line 12.00 feet normally distant South of and
parallel with the north line of said Lot 1, a distance of 23.74 feet;
thence North 1 degree 13 minutes 44 seconds West, a distance of 12.00
feet to the point of beginning.
Said temporary easement containing 0. 005 acre, more or less, or 214 square
feet, more or less.
Said temporary easement to be used for construction purposes.
Form W-9 Request for Taxpayer Give form to the
(Rev. March 2024) Identification Number and Certification requester. Do not
Department of the Treasury Go to www.irs.gov/FormW9 for instructions and the latest information. Send to the IRS.
Internal Revenue Service
Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below.
1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner's name on line 1, and enter the business/disregarded
entity's name on line 2.)
Case 's Retail Company
2 Business name/disregarded entity name, if different from above.
M
3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check
4 Exemptions (codes apply only to
only one of the following seven boxes.
certain entities, not individuals;
a
C:
❑ Individual/sole proprietor Z C corporation ❑ S corporation ❑ Partnership ❑ Trust/estate
see Instructions on page 3):
0
e
❑ LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership)
Exempt payee code (if any)
a o
Note: Check the "LLC" box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax
Exemption from Foreign Account Tax
classification of the LLC, unless it is a d sregarded entity. A disregarded entity should instead check the appropriate
0 2
box for the tax classification of its owner.
Compliance Act (FATCA) reporting
❑ Other (see instructions)
code (if any)
w
i$
(Applies to accounts maintained
3b If on line 3a you checked "Partnership" or "Trust/estate," or checked "LLC" and entered "P" as Its tax classification,
o
and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check
this box if have foreign See Instructions ❑
outside the United States.)
h
you any partners, owners, or beneficiaries. . . . . . . . . .
o
5 Address (number, street, and apt. or suite no.). See instructions. Requester's name and address ;optional)
1 SE Convenience Blvd.
6 City, state, and ZIP code
Ankeny, IA 50021
7 List account number(s) here (optional)
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid
Social security
number
backup withholding. For individuals, this is generally your social security number (SSNr. However, for a
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
or
TIN, later.
_
Note: If the account is in more than one name, see the instructions for line 1. See also What Name and
Number To Give the Requester for guidelines on whose number to enter. 2 0 — 1 1 0 1 2 1 5 1 9 1 2 1 1
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. 1 am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all Interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. 1 am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments
other than interest and dividends, you are not required to sign the cerl ication, but you must provide your correct TIN. See the instructions for Part 11, later.
sign signature of � Al1 _ ��
Here U.S. person 1 (� tl '�Li�� i-IL�� Date I v� "�
General Instructions
Section references are to the Internal Revenue Code unless otherwise
noted.
Future developments. For the latest information about developments
related to Form W-9 and its instructions, such as legislation enacted
after they were published, go to www.irs.gov/FormW9.
What's New
Line 3a has been modified to clarify how a disregarded entity completes
this line. An LLC that is a disregarded entity should check the
appropriate box for the tax classification of its owner. Otherwise, it
should check the "LLC" box and enter its appropriate tax classification.
New line 3b has been added to this form. A flow -through entity is
required to complete this line to indicate that it has direct or indirect
foreign partners, owners, or beneficiaries when it provides the Form W-9
to another flow -through entity in which it has an ownership interest. This
change Is Intended to provide a flow -through entity with information
regarding the status of Its indirect foreign partners, owners, or
beneficiaries, so that it can satisfy any applicable reporting
requirements. For example, a partnership that has any indirect foreign
partners may be required to complete Schedules K-2 and K-3. See the
Partnership Instructions for Schedules K-2 and K-3 (Form 1065).
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an
information return with the IRS is giving you this form because they
Cat. No. 10231X Form W-9 (Rev. 3-2024)
Village of Elk Grove
Village
Owner:
Casey's Retail Company, an Iowa corporation
Address:
1400 N. Arlington Heights Road, Itasca, IL 60143
Route:
Arlington Heights Rd
Section:
at Devon Ave
County:
Cook
Job No.
R-55-001-97
Parcel No.
0001 TE
P.I.N. No.
03-05-200-039
State of Iowa
) ss.
County of Polk
Affidavit of Title
Douglas M. Beech Sr. Asst. General Counsel being first duly sworn
upon oath states as follows.
1. Affiant has personal knowledge of the facts averred herein.
2. X1 There are no parties other than Grantor in possession of any portion of the premises described in
the attached Exhibit "A" through easement, lease, oral or written, or otherwise, whether or not of
record.
❑ There are no parties other than Grantor and the parties listed below in possession of any portion
of the premises described in the attached Exhibit "A" through easement, lease, oral or written, or
otherwise, whether or not of record:
SEE ATTACHED EXHIBIT "A"
3. This affidavit is made to provide factual representation as a basis for Village of Elk Grove Village to
accept a document of conveyance for the premises described in said conveyance, the premises being
a portion of or all of the above described premises, from the record owners thereof.
4. The affiant has no knowledge of any driveway agreements, encroachments, overlaps, or boundary line
disputes involving the premises to be conveyed.
The said premises described in Exhibit "A" are: (Check One)
❑ Vacant and unimproved ❑ Agricultural and unimproved
® Improved and
(A) There have been no improvements made or contracted for on the premises within six (6)
months immediately preceding the date of the affidavit, out of which a claim for a mechanics'
lien could accrue or has accrued, and
(B) To the best of my knowledge all improvements now on the premises comply with all local
building and zoning ordinances.
Page 1 of 3 LA 4111A (Rev. 11/07/11)
6. There are no chattel mortgages, conditional sales contracts or financing statements existing on or in
connection with the premises to be conveyed which are not shown by the public records.
7. There are no taxes or special assessments which are not shown as existing liens by the public records
involving the premises described in Exhibit A.
8. Per 50 ILCS 105/3.1, the identities of all owners and beneficiaries having an interest in the premise to
be conveyed are as follows (check applicable box(es) and complete information requested):
❑ Individual. Individual owner of the property is:
❑ Nonprofit Organization. There is no individual or other organization receiving distributable
income from the organization.
❑ Public Organization, including units of local government. There is no individual or other
organization receiving distributable income from the organization.
❑ Publicly -Traded Corporation. There is no readily known shareholder having more than 7-1/2%
of the total distribution income of the corporation.
® Corporation, Partnership, Limited Liability Company. Those entitled to receive more than 7-
1/2% of the total distributable income of said entity are as follows:
Name Address
.1 Casey's Retail Company is a wholly owned
2. subsidiary of Casey's General Stores, Inc.,
3. which is a publicly -traded corporation
4.
C Land Trust or Declaration of Trust. The identity of each beneficiary of Grantor Trust is as
follows:
Name Address
"1.
2.
3.
4.
* IF THE INITIAL DISCLOSURES SHOW INTERESTS HELD BY ANOTHER CORPORATION, PARTNERSHIP,
LIMITED LIABILITY COMPANY, OR TRUST, THEN FURTHER DISCLOSURES SHOULD BE PROVIDED
UNTIL THE NAMES OF INDIVIDUALS OWNING THE INTEREST IN THE ENTITY ARE DISCLOSED.
Page 2 of 3 LA 4111A (Rev. 11107/11)
�7
Dated this ,2 day of /,/I 116V , 20_jjy.
By: I� , f
Douglas M. Beech, Sr. Asst. General Counsel
Print Name and Title if applicable
State of Iowa )
) ss.
County of Polk )
This instrument was acknowledged
Douglas M. Beech
(SEAL) sTACIE L. COOMES
Commission Number 164402
My Commission Expires
March 20, 20��
before me on ,4/ UV-0v" �0✓ rrr 20 by
Notary Public
My Commission Expires:
NOTE: THIS AFFIDAVIT MAY BE EXECUTED AND ACKNOWLEDGED ON BEHALF OF THE RECORD
OWNER(S) BY ANY ONE OF THE RECORD OWNERS, OFFICERS, MANAGERS, PARTNERS,
OR TRUSTEES HAVING KNOWLEDGE OF THE FACTS IN THIS AFFIDAVIT.
Page 3 of 3 LA 4111A (Rev. 11107/11)
Date: 09/11 /2024
WTC File Number: JAI-2023DP-5582.0
Order: DuPage County Devon Av Land Acquisition
Customer Reference / Parcel: 0001 TE
A.L.T.A. COMMITMENT FORM
-Schedule A Continued -
LOT 1 1N BUCHANAN ENERGY'S ITASCA ASSESSMENT PLAT, BEING A
RESUBDIVISION IN SECTION 5, TOWNSHIP 40 NORTH, RANGE 11, EAST
OF THE THIRD PRINCIPAL MERIDIAN, IN DUPAGE COUNTY, ILLINOIS,
WHICH PLAT THEREOF WAS RECORDED JULY 7, 2015 AS DOCUMENT
NUMBER R2015-073336.
PERMANENT TAX NUMBER(S): 03-05-200-039
ISSUED BY:
Wheatland Title Company
105 W Veterans Parkway
Yorkville, Illinois 60560
Agent for:
Fidelity National Title Insurance Company
Village of Elk Grove
Village
Owner:
Casey's Retail Company, an Iowa corporation
Route:
Arlington Heights Rd
Section:
at Devon Ave
County:
Cook
Project No.:
23-00079-00-RS
Job No.:
R-55-001-97
Parcel No.:
0001 TE
P.I.N. No.:
03-05-200-039
STATE OF Iowa )
Polk ) ss
COUNTY OF )
Disclosure of Owner(s) and/or
Beneficial Interest(s) Affidavit
(Corporation, Partnership, Limited
Liability Company)
Douglas M. Beech , Affiant, being first duly sworn on oath, states that Affiant is
an officer / the attorney of Casey's Retail Company, an Iowa corporation, which owns the property or
otherwise interested in the property described in the exhibit (copy of legal description); that Affiant has
knowledge of the facts herein; and that the corporate shareholders entitled to receive more than 7'/Z%
of the total distributable income of said entity are as follows:
Name
1 Casey's Retail Company is a w
2. owned subsidiary of Casey's
3. General Stores, Inc., which is —a
4. Fubli
4
Address
Percen
By: �Signature
Douglas M. Beech, Sr. Asst, General Counsel
This instrument was acknowledged before me
Douglas M. Beech
(SEAL)
FACIE L. COOMES
� t Commission Number 1 r(,4402
My commiss+on Ex
µarch 20, 20M
Print Name and Title
on 2012.� by
Notary PLIblic
My Commission Expires:
LA 4111C (Rev. 11/07/11)
Route F.A.U. 2626 (Arlington Heights Road)
F.A.U. 1346 (Devon Avenue)
Section: 23-00079-00-RS
County : DuPage
Job No.: R-55-001-97
Parcel 0001T.E.
Sta. 61+38.26 to Sta. 61+61.99
Index No. 03-05-200-039
That part of Lot 1 in Buchanan Energy's Itasca Assessment Plat, being
a resubdivision of part of the East Half of Section 5, Township 40 North,
Range 11 East of the Third Principal Meridian, according to the plat
thereof recorded July 7, 2015 as document number R2015-073336, in DuPage
County, Illinois, bearings and distances are based on the Illinois
Coordinate System, NAD 83(2011) East Zone, with a combination factor
of 0.9999563093, described as follows:
Commencing at the northwest corner of said Lot 1; thence on an Illinois
Coordinate System NAD 83(2011) East Zone bearing of North 88 degrees
46 minutes 16 seconds East along the north line of said Lot 1, a distance
of 135.18 feet to the point of beginning; thence continuing North 88
degrees 46 minutes 16 seconds East along the north line of said Lot 1,
a distance of 12.00 feet to the northeasterly line of Lot 1; thence South
45 degrees 36 minutes 17 seconds East along the northeasterly line of
said Lot 1, a distance of 16.79 feet to a point 12.00 feet normally distant
South of the north line of said Lot 1; thence South 88 degrees 46 minutes
16 seconds West along a line 12.00 feet normally distant South of and
parallel with the north line of said Lot 1, a distance of 23.74 feet;
thence North 1 degree 13 minutes 44 seconds West, a distance of 12.00
feet to the point of beginning.
Said temporary easement containing 0.005 acre, more or less, or 214 square
feet, more or less.
Said temporary easement to be used for construction purposes.
Village of Elk Grove Village
Receipt of Conveyance Documents and
Disbursement Statement
Owner: Casey's Retail Company, an Iowa corporation
Job No.: R-55-001-97
Parcel No.: 0001 TE
The Village of Elk Grove Village ("Village") (Grantee) acknowledges Receipt of the following:
(check all that apply)
❑ Warranty or Trustee's Deed covering acres
❑ Permanent Easement covering acres
® Temporary Easement covering 0.005 acres
all located in Cook County, Illinois as right of way for Arlington Heights Rd, dated
executed by the undersigned Grantors.
Grantor and Grantee agree as follows:
1. The payment of the sum of Two Thousand and no/100 Dollars ($2,000.00) to Grantor as total consideration
for the easement by Grantee is subject to Grantee's approval of title and documentation.
2. All improvements located, wholly or partially, on the parcel shall become the property of the Grantee, unless
provided as follows: NONE.
3. Possession and right to use the property occur when Grantee delivers payment to Grantor, in person or to
the address stated herein, in the amount of the above stated consideration, unless provided herein. Grantor
shall have the sole responsibility and obligation to protect, preserve and maintain the parcel and
improvements thereon until delivery of possession to Grantee.
4. Grantor directs Grantee to disburse the above stated consideration by warrant or by separate warrants as
follows:
Name* TIN/FEINISSN** Address Amount
Casey's Retail Company 20-1025921 1 SE Convenience Blvd. $2,000.00
Ankeny, IA 50021
*If multiple names, on the same warrant, list first and circle the name of the person or entity whose TIN/FEIN/SSN is
entered above. If lien holder is to be paid by warrant, use Grantor's TIN or SSN with their name listed first and lien holder
second. The first payee must match the TIN used.
**Attach a current W-9 form for each TIN/FEINISSN.
Page 1 of 2 LA 4112A Template (Rev. 02/9/16)
5. NON -FOREIGN CERTIFICATION — FIRPTA. Section 1445 of the Internal Revenue Code provides that a
transferee (buyer) of a U.S. real property interest must withhold tax if the transferor is a foreign person. For
purposes of this paragraph, "Transferee" shall mean "Grantee" and "Transferor" shall mean "Grantor". To
inform the Grantee that withholding of tax is not required upon the disposition of a U.S. real property interest
by Grantor, the Grantor hereby certifies the following:
a. Transferor is the owner of the real property being conveyed;
b. Transferor is not a foreign person (as such term is defined in the Internal Revenue Code and Income Tax
Regulations); and
c. Transferor's U.S. Taxpayer Identification Number and address set forth above are true and correct.
Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee
and that any false statement contained herein could be punished by fine, imprisonment or both. , i f, 'k
t
Initial
6. Illinois law (15 ILCS 405/10.05 to 405/10.05b) requires the State of Illinois Comptroller to deduct from any
State of Illinois warrants or payments the amount of any outstanding account or claim in favor of the State of
Illinois and any amount necessary to satisfy past due child support or delinquent student loan and financial
aid obligations on any loan guaranteed by the Illinois Student Assistance Commission.
7. This Receipt of Conveyance Documents and Disbursement Statement is the entire and exclusive agreement
between the parties and supersede any written or oral understanding, promise or agreement, directly or
indirectly related to the conveyance of parcel and improvements. The parties agree that any changes to this
Receipt may only be made in writing and signed by the parties.
zn d�
Date: 2
,( �/yti� ,�
Grantor: Casey's Retail Company
Sign lure
Douglas M. Beech, Sr. Asst. General Counsel
Print Name and Title (if applicable)
Date: 1J , 20_L�
Grantee:
The Village of Elk,Grevi5Village
for Village of Elk Grove Village ("Village")
Page 2 of 2 LA 4112A Template (Rev. 02/9/16)
ARTICLES OF INCORPORATION
04 1%:1=R 14 Fil 12: 14 u
OF
u:
CASEY'S RETAIL COMPANY,
an Iowa corporation
h•
Q:
TO THE SECRETARY OF STATE OF THE STATE OF IOWA: LO
Y�
Pursuant to Section 202 of the Iowa Business Corporation Act. the undersigned, h
acting as incorporator of a corporation, adopts the following Articles of Incorporation for
the corporation.
ARTICLE I
The name of the corporation is Casey's Retail Company (the "Corporation").
ARTICLE II
The number of shares the Corporation is authorized to issue is: Ten Thousand
(10,000) shares of no par value common voting stock.
ARTICLE III
The street address of the Corporation's initial registered office in Iowa and the
name of its initial registered agent at that office is:
Eli J. Wirtz
One Convenience Boulevard
Ankeny, Iowa 50021
ARTICLE IV
The name and address of each incorporator is:
John H. Bunz
100 Court Avenue, Suite 600
Des Moines, Iowa 50309
ARTICLE V
A. A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) the amount of a financial benefit received by a director to
which the director is not entitled, (ii) an intentional infliction of harm on the corporation
or the shareholders, (iii) a violation of Section 490.833 and (iv) an intentional violation of
criminal law.
If the Iowa Business Corporation Act is amended to authorize corporate action
further eliminating or limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent permitted by
the Iowa Business Corporation Act, as so amended.
Any repeal or modification of this Article by the shareholders of the Corporation
shall not adversely affect any right or protection of a director of the Corporation existing
at the time of such repeal or modification,
B. (1) Each person who was or is made a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal, administrative
or investigative (hereinafter a "proceeding"), by reason of the fact that lie or she, or a
person of whom he or she is the legal representative, (a) is or was a director or officer of
the Corporation, or (b) is or was serving (at such time as he or she is or was a director or
officer of the Corporation) at the request of the Corporation as a director, officer, partner,
trustee, administrator, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee benefit plans.
whether the basis of such proceeding is alleged action in an official capacity as a director.
officer, partner, trustee, administrator, employee or agent or in any other capacity while
serving as a director, officer, partner, trustee, administrator. employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent authorized by the
Iowa Business Corporation Act, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person in
connection therewith, and such indemnification shall continue as to a person who has
ceased to be such a director or officer and shall inure to the benefit of his or her heirs,
executors and administrators, provided, however, that, (a) with respect to proceedings
seeking to enforce rights to indemnification as provided in paragraph (2) of this Section
-2-
0419882
B. the Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the Board of Directors of the Corporation,
(b) in the case of a proceeding brought by or in the right of the Corporation. any such
indemnification shall be limited as provided in the Iowa Business Corporation Act and (c)
no such indemnification shall be provided to any director or officer, as applicable, for any
proceeding wherein it shall ultimately be determined by final judicial decision that such
director or officer is Iiable (i) for receipt of a financial benefit to which the person is not
entitled, (ii) an intentional infliction of harm on the corporation or its shareholders, (iii) a
violation of Section 490.833 and (iv) an intentional violation of criminal law. The right
to indemnification conferred in this Section B shall be a contract right and shall include
the right to be paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition, provided, however, that if the Iowa
Business Corporation Act requires, the payment of such expense incurred by a director or
officer (and not in any other capacity in which service was or is rendered by such person
while a director or officer, including, without limitation, service to an employee benefit
plan) in advance of the final disposition of a proceeding shall be made only upon delivery
to the Corporation of the written affinmation of the good faith belief of such director or
officer that he or she has met the standard of conduct necessary for indemnification, and
an undertaking, by or on behalf of such director or officer. to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision that such director
or officer is not entitled to be indemnified under this Section B or otherwise. The
Corporation may, by action of its Board of Directors, provide indemnification to other
employees and agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.
(2) If a claim under paragraph 1 of this Section B is not paid in full by the
Corporation within thirty days after a written claim has been received by the Corporation,
the claimant may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be -a defense to any
such action (other than an action brought to enforce a claim for expenses incurred in r
defending any proceeding in advance of its final disposition where the required
affirmation and undertaking, i f any is required, has been tendered to the Corporation) that
the claimant has not met the standards of conduct which make it permissible under the
Iowa Business Corporation Act for the Corporation to indemnify the claimant for the
amount claimed. but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances because he
04,9983
or she has met the applicable standard of conduct set forth in the Iowa Business
Corporation Act, nor an actual deternunation by the Corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.
(3) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this Article shall
not be exclusive of any other rights which any person may have or hereafter acquire under
a provision of the Articles of Incorporation, Bylaws, agreements, vote of stockholders or
disinterested directors or otherwise, both as to action in a person's official capacity and as
to action in another capacity while holding the office. The Corporation may enter into
separate written agreements with directors, officers, employees and agents of the
Corporation and of other enterprises, which agreements expressly provide for
indemnification and reimbursement of such persons to the fullest extent now or hereafter
permitted by this Article or applicable law.
(4) The Corporation may maintain insurance, at its expense, to protect itself and
any director, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify such person against
such expense, liability or loss under the Iowa Business Corporation Act.
Dated this 14`h day of April, 2004.
DCORNFI.I_ 40897511%1028IM7
J in H. Bunz. Incorpo ar
Q49984
FILED
IOWA
SECRETARY OF STATE
nR
11111 � 110 1111N�
AMENDMENTS
TO
BYLAWS
OF
CASEY'S RETAIL COMPANY
Pursuant to the Minutes of Action by Unanimous Consent of the Board of Directors of
Casey's Retail Company, effective as of June 27, 2016, the Bylaws of Casey's Retail Company,
in the form adopted on April 28, 2004, are hereby amended as follows:
I. Amend Article IV, Section 6 by deleting such Section and inserting in lieu
thereof, the following:
Section 6. The President. The President shall by the principal executive officer
of the corporation and, subject to the general powers of the Board of Directors, shall in
general supervise and control all of the business and affairs of the corporation. He shall,
when present, preside at all meetings of the shareholders and of the Board of Directors.
He may sign, with the Secretary or any other proper officer of the corporation thereunto
authorized by the Board of Directors, certificates for shares of the corporation, and may
also sign any deeds, mortgages, bonds, contracts or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these Bylaws to
some other officer or agent of the corporation, or shall be required by law to be otherwise
signed or executed, and, shall in general perform all duties incident to the office of the
President and such other duties as may be prescribed by the Bylaws or by the Board of
Directors from time to time.
II. Amend Article V, Section 1 by deleting such Section and inserting in lieu thereof,
the following:
Section 1. Written Instruments. Subject always to the specific directions of the
Board of Directors, all deeds and mortgages made by the corporation to which the
corporation shall be a party, shall be executed in its name by the President, a Vice
President or such other officer as may be designated by the Board of Directors, except in
cases where the signing and execution thereof is required by law to be otherwise signed
or executed. All other written contracts and agreements to which the corporation shall be
a party shall be executed in its name by the President, a Vice President or such other
officer(s) or agent(s) of the corporation as may be designated by the Board of Directors.
III. Amend Article XIII, Section 1 by deleting such Section and inserting in lieu
thereof, the following:
Section 1. Appointment. The Board of Directors, by resolution adopted by a
majority of the full board, may designate two or more of its members to constitute an
Executive Committee. The designation of such committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any member thereof, of
any responsibility imposed by law.
Page 1 of 2
The foregoing amendments shall be in full force and effect from and after June 27, 2016,
the date of the Board of Directors' approval thereof.
CASEY'S RETAIL COMPANY
(SEAL) _
B : Julia L. J ckowski
Its: Secretary
Page 2 of 2
MINUTES OF ACTION BY WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS
OF
CASEY'S RETAIL COMPANY
Pursuant to Section 490.821 of the Iowa Business Corporation Act, and Article III,
Section 10 of the Bylaws of Casey's Retail Company (the "Company"), as amended, the
undersigned, constituting all Directors of the Company, hereby unanimously consent to and
adopt the following resolutions and declare them to be in full force and effect as if adopted at a
regular or specially held meeting of the Board of Directors of the Company (the "Board').
NOW, THEREFORE, BE IT RESOLVED, that any of Doug Beech, Jim Skloda and
Eden Pearson, or any corporate officer of the Company ("Authorized Signatory"), and each of
them alone, is hereby authorized, empowered and directed by the Board to execute for and on
behalf of the Company any and all documents related to the purchase and/or sale of Company
real estate and/or property ("Real Estate Documents"), excluding deeds; and
FURTHER RESOLVED, that all actions heretofore taken by any Authorized Signatory
with respect to any Real Estate Documents or other matters referred to or contemplated by the
foregoing resolution be, and are hereby, ratified and confirmed as the act of the Company; and
FURTHER RESOLVED, that the Secretary and Assistant Secretary of the Company,
and any one of them alone, is hereby authorized to certify passage of the foregoing resolution.
This written consent may be executed electronically and in counterparts, each of which
shall be an original and all of which together shall be one and the same instrument.
Dated and effective as of June 27, 2024.
BOARD OF DIRECTORS:
Docuftned by:
Sit.. P.1�,,ct,.
.�r,Deacws• �,"•
Stephen P. Bramlage, Jr., Chairman
Docuftnod by
L,5�c-
(,a�
�.o
Eric Larsen
FDoeuBbned by:
Sck VjL�v
26-mpslog
aG
Scott Faber
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