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HomeMy WebLinkAboutRESOLUTION - 38-25 - 5/27/2025 - 1201 BUSSE ROAD, WOLFE FAMILY,FIRST AMENDMENT TO PURCHASE SALE AGREEMENTRESOLUTION NO.38-25 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A FIRST AMENDMENT TO PURCHASE, SALE, AND REDEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE AND WOLF FAMILY ENTERPRISES, LLC (1201 BUSSE ROAD) 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: FIRST AMENDMENT TO PURCHASE, SALE, AND REDEVELOPMENT AGREEMENT (1201 BUSSE ROAD) 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 271h day of May 2025 APPROVED this 2711 day of May 2025 APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Loretta M. Murphy, Village Clerk FIRST AMENDMENT TO PURCHASE, SALE, AND REDEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO PURCHASE, SALE, AND REDEVELOPMENT AGREEMENT ("First Amendment") is dated this '`-day of May, 2025 ("First Amendment Effective Date"), and is by and among the VILLAGE OF ELK GROVE VILLAGE, an Illinois home rule municipal corporation with offices located at 901 Wellington Avenue, Elk Grove Village, Illinois ("Village"), and WOLF FAMILY ENTERPRISES, LLC, an Illinois limited liability company with offices located at 146 Timber Court, Wood Dale, Illinois, ("Purchaser") (collectively, the Seller and Purchaser are the "Parties" and, sometimes, individually, a "Party"). RECITALS A. Pursuant to the Village's home rule powers, its authority under the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1, et seq., and other relevant law, on or about March 25, 2025, the Village passed Resolution Number 21-25 approving a Purchase, Sale, and Redevelopment Agreement ("Redevelopment Agreement") with the Purchaser relating to the property commonly known as 1201 Busse Road, which property is more specifically described in the Redevelopment Agreement ("Property"). B. The Purchaser now wishes to revise the Redevelopment Agreement to extend the Inspection Period to allow additional time for approval of financing, all as set forth in this First Amendment. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency are hereby acknowledged, the Village and Purchaser agree as follows: 1. RECITALS AND EXHIBITS INCORPORATED. The foregoing recitals and all exhibits attached to this First Amendment 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 Redevelopment Agreement. In the event of any conflict between the terms and conditions hereof and those set forth in the Redevelopment Agreement, the terms and conditions of this First Amendment shall control. 3. CLOSING DATE ESTABLISHED. Redevelopment Agreement Section 4 is amended to provide that the Closing Date shall be on or before 5 p.m. CST on June 20, 2025, unless otherwise agreed to by the Purchaser and the Village Manager. 4. INSPECTION PERIOD AMENDED. Redevelopment Agreement Section 5(a) is amended to provide that the Inspection Period will expire at 2 p.m. CST on June 4, 2025. 5. TERMINATION RIGHTS AMENDED. Redevelopment Agreement Section 5(e) is amended to provide that the only reason the Purchaser may terminate the Redevelopment Agreement pursuant to Section 5(e) is if Purchaser fails to obtain financing necessary to acquire the Property. Purchaser hereby waives all other termination rights provided by Redevelopment Agreement Section 5(e). 6. NO DEFAULT. The Parties represent, warrant, and agree that as of the First Amendment Effective Date, the Parties have fully performed under the Redevelopment Agreement and that no ongoing uncured default under the Redevelopment Agreement exists. 7. ONE AGREEMENT. The Redevelopment Agreement and the First Amendment shall be construed as one instrument. The terms and provisions of the Redevelopment Agreement not specifically modified by this First Amendment shall remain in full force and effect and shall not be construed to have been modified, waived, discharged or otherwise altered by this First Amendment. The terms and provisions of the Redevelopment Agreement are incorporated herein by reference as if fully stated herein. 8. FINAL FORM. This First Amendment represents the final agreement between the Parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements between the Parties. There are no unwritten oral agreements between the Parties. 9. SEVERABILITY. If any term or provision of this First Amendment, or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this First 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 First Amendment shall be valid and shall be enforceable to the extent permitted by law. 10. AUTHORITY. Each Party represents and warrants to the other that is has the requisite authority to enter into this First Amendment, and each party shall, upon request, provide evidence of such authority acceptable to the other at the time of execution of this First Amendment. 11. BINDING EFFECT. This First Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of Village and Purchaser. 12. COUNTERPARTS. This First 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 First Amendment, it shall not be necessary to produce or account for more than one such counterpart. [Signature page follows] 2 IN WITNESS WHEREOF, this First Amendment has been executed by the Parties hereto as of the date first above written. PURCHASER: Wolf Family Enterprises, LLC An Illinois limited Iiability company Name:�v Title: Date: May 21, 2025 Village of E an Illinois 0 3 Attest Name: �jsa I Title: Attest Lorrie Murphy, Village k 7 c> L