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Home My WebLink AboutRESOLUTION - 35-04 - 8/17/2004 - 2ND AMEND VACANT LAND PURCHASE AGREERESOLUTION NO. 35-04 A RESOL UTION A UTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A SECOND AMENDMENT TO VACANT LAND PUR CHASE A GREEMENT BETWEEN GULLO INTERNATIONAL DEVELOPMENT CORPORATION AND THE VILLAGE OF ELK GROVE VILLAGE (DIERKING TERRACE) 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 l: That the Mayor be and is hereby authorized to sign the attached documents marked: SECOND AMENDMENT TO VACANT LAND PURCHASE AGREEMENT a copy of which is attached hereto and made apart hereof as iffully set forth and the Village Clerk is authorized to attest said documents 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 171h day ofAugust 2004. APPROVED this 17th day ofAugust 2004. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Vllage ATTEST: Ann L Walsh Village Clerk Reso6o2AgreeDierking2004.doc SECOND AMENDMENT TO VACANT LAND PURCHASE AGREEMENT TRIS AMENDMENT TO PURCHASE AGREEMENT ("Amendment") is made this day of , 2004 by and between Gullo International Development Corporation, its assignee(s) or minee(s) ("Purchaser"), and Village of Elk Grove Village ("Seller"). RECITALS A. Seller and Purchaser have entered into that certain Vacant Land Purchase Agreement dated April 7, 2003 as amended by a letter agreement dated May 21, 2003 and subsequent letter agreements, and the Amendment to Vacant Land Purchase Agreement dated February 10, 2004 the ("Purchase Agreemenfl relating to the "Project" described therein. All initially capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. B. The parties have agreed to amend the Purchase Agreement as herein provided. HOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, and the above recitals which are by this reference incorporated herein, the sufficiency of which is hereby acknowledged by the parties hereto, the parties hereto agree as follows: 1. Amendments. The Purchase Agreement is hereby modified in pertinent part as follows: a.) The Investigation Period set forth in Paragraph 3 of the Purchase Agreement, and the subsequent letter agreements which expires on Tuesday, August 17, 2004 at 5:00 p.m. Central time, shall not be extended. b.) Upon the expiration of the Investigation Period set forth in Paragraph 3 of the Purchase Agreement, and Paragraph 1(a) of this Amendment, Purchaser shall deposit with Escrowee the sum of $58,000.00 as additional Earnest Money hereunder. The Earnest Money referred to in Paragraph 1(a) of the Purchase Agreement shall then total one hundred eight thousand dollars and 001100 ($108,000.00). c.) On or before September 7, 2004, Purchaser shall submit its application for a Conditional Letter of Map Revision to the Federal Emergency Management Agency CIFEMAI which shall seek to allow Purchaser to complete its proposed industrial building at the Property pursuant to the Preliminary Site Plan attached hereto as Exhibit "A". d.) On or before September 7, 2004, Purchaser shall submit Purchaser's Village of Elk Grove Village Applications For Building/Construction Permits to the Village of Elk Grove Engineering Department and the Village of Elk Grove Building Department which shall be prepared in strict compliance with all provisions of the ordinances, codes and regulations of the Village of Elk Grove Village, and which shall seek to allow Purchaser to complete its proposed industrial building at the Property pursuant to the Preliminary Site Plan attached hereto as Exhibit "A". e) If on or before September 7, 2004, Purchaser does not submit its aforementioned application for a Conditional Letter of Map Revision request to the Federal Emergency Management Agency ("FEMA'J or its aforementioned Village of Elk Grove Village Applications for Building/Construction Permits to the Village of Elk Grove Engineering Department and the Village of Elk Grove Building Department, each of which shall seek to allow Purchaser to complete its proposed industrial building at the Property pursuant to the Preliminary Site Plan attached hereto as Exhibit "A", then either party to this Purchase Agreement may terminate the Purchase Agreement upon written notice to the other party. In the event of such termination, the Purchase Agreement shall become null and void, and all Earnest Money totaling one hundred and eight thousand dollars and O0i/100 ($108,000.00) held by Escrowee, shall forthwith be returned to Purchaser and neither party hereto shall have any liability to the other thereafter. f) Subsequent to the expiration of the Investigation Period and the deposit by Purchaser of the additional Earnest Money, the closing of this transaction shall be contingent only upon the following: i.) Purchaser's receipt of a Conditional Letter of Map Revision from FEMA which changes the Flood Insurance Rate Map ("FIRM') to reflect a 100 -year floodplain which shall allow Purchaser to complete its proposed industrial building at the Property pursuant to the Preliminary Site Plan attached hereto as Exhibit "A"; and ii.) Purchaser's receipt of final approval by the Village of Elk Grove Village of Purchaser's Village of Elk Grove Village Applications For BuildinglCoustruction Permits to the Village of Elk Grove Engineering Department and the Village of Elk Grove Building Department which shall be prepared in strict compliance with all provisions of the ordinances, codes and regulations of the Village of EIk Grove Village, and which shall allow Purchaser to complete its proposed industrial building at the Property pursuant to the Preliminary Site Plan attached hereto as Exhibit W. Upon satisfaction of the aforementioned conditions f(i), and i(ii), then purchaser shall close this transaction within ten (10) business days thereafter. In the event Purchaser does not close this transaction within ten (10) business days after successful completion of the aforementioned conditions f(i) and f(ii), at a time and date mutually acceptable to the parties, in accordance with the default provisions of the Purchase Agreement, then Seller shall be entitled to terminate this Purchase Agreement by written notice to Purchaser as Seller's sole and exclusive remedy for such default shall retain Purchaser's Earnest Money totaling one hundred and eight thousand dollars and 00/100 ($10$,000.00) held by Escrowee, it being agreed between Purchaser and Seller that the amount of the, Earnest Money shall be liquidated damages for a default of Purchaser hereunder, and the Purchase Agreement shall be null and void with no liability to the other party thereafter. In the event the aforementioned conditions f(i) and f(ii) are not successfully completed, then Purchaser shall be entitled to terminate this Purchase Agreement by written notice to Seiler and as Purchaser's sole and exclusive remedy for the unsuccessful completion of the aforementioned conditions f(i) and f(ii), the Earnest Money totaling one hundred and eight thousand dollars and 001100 ($108,000) held by Escrowee, shall be returned to Purchaser instanter, and the Purchase Agreement shall be null and void with no Iiability to either party thereafter. g.) The estimated fees for engineering services to be provided by Christopher B. Burke Engineering, Ltd., pursuant to its proposal to Gullo International Development Corporation dated June 18, 2003 (the "Proposal"), related to floodplain at the subject property and obtaining a Letter of Map Revision from FEMA to change the FIRM to reflect the l 00 -year floodplain which will allow Purchaser, to complete its proposed industrial buildings at the Property shall be paid as follows: Phase I $6,100.00 to be paid by Purchaser to Christopher B. Burke Engineering, Ltd. and credited to Purchaser as a reduction in the Purchase Price at closing. Phase II $4,000.00 to be paid by Purchaser to Christopher B. Burke Engineering, Ltd., and $1,400.00 of the $4,000.00 shall be credited to Purchaser as a reduction in the Purchase Price at closing. Phase III $5,500.00 to be paid by Purchaser to Christopher B. Burke Engineering, Ltd. In the event this transaction does not close, for any reason, all fees for engineering services to be provided by Christopher B. Burke shall be at the sole expense of Purchaser and Purchaser shall not receive the $79500.00 credit from Seller. h.) The Closing Date referred to in Paragraph 9 of the Purchase Agreement, shall be amended to the date designated by Purchaser, but in no event later than ten (10) business days after satisfaction of conditions f(i) and f(ii) of this Amendment. 2. Other Provisions in Effect. All other provisions of the Purchase Agreement not modified hereby shall remain in full force and effect, however the roadway improvement costs may be adjusted by agreement of the Parties to reflect current market costs. 3. Conflict or Inconsistencies. In the event of any conflicts or inconsistencies between the provisions hereof and those of the Purchase Agreement, the provisions hereof shall control. 4. Counterparts. This Amendment may be executed in two or more counterparts, each of which shalt be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree that the use of facsimile signatures for the execution of this Amendment shall be legal and binding and shall have the same full force and effect as if originally signed. . IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. PURCHASER: G RNATIONAL DEVELOPMENT C ?'ION By: Name: =`o a aM w % Its: niWaCoPor&t«Gu1ama4 Exhibit A available in Clerk's Office SELLER: VILLAGE OF ELK GROVE VILLAGE By:Craig B. Johnson Name: Craig B. Johnson Its: Mayor 05/21/2003 %ED 08:29 FAX -Ce -5- 00 35-011 (&01/001 HAY 20 '03 15:36, TO -916473574044 FROM-GULLO INTERNATIONAL T-650 P.02/02 F-561 GULLO INYXRNAT10NAL May 20, 2003 VL4. FAC901-ME (947133740" AND Mr -RAL B"REISS W. George Knicl=bmker, Esq. Vi'ilage of Elk Grove Village 901 Wellingum Avenue Elk Gfov,% VIIIa*C, MinoIs (0007 Re: Gullo International Development Corpdration, as Pnrdmser purebase of DlerWng Terrace property from V01age of Elk Grove Vi%gc as Seller. Dear Mr_ Knickerbocker: As you are aware, pursuant to the 'Vacant Land Purchase Agreement dated April 7, 2003, Gt to Intetuatioual's Investigtazion Pedod is scheduled to cxpirc May 22, 2003. Please be advised that 00o Intemadoaal now seeks an extension ofits Investigailon Period to June 11, 2003, 5.00 p.m Centra] Standard Time, <"Z0lid jTV Re.s Y.r O,Wy.. �FrF,r �'9r �• ; �•� If the above-mendoned extension pm usni to Pah 3 ofthe Vacant Land Purchase Agreement is not acceptable to Seller, this comzpandence shall serve as Purchaser's written notict of Pirrchasees eloctzan to tentninate the Vaoent Land Purchase Agreement, and the Vacant Lancs Purchase Agreemtealt shall be null and void and of no further force or effect, and the Ea mest Money shall be, imxxiiately rammed to Purchaser. Please execute this letter below to acknowledge your aaoeptauce of the foregoing extension of the Investigation Period and return sa=me via facsimile to our Corporate Counsel. Matibew G_ Mason al (847)364- 7 0 3 0 847)3647030 on or before Wednesday. May 21, 2003 at 5:00 p.uL Central Standard Vim e. -Thank you for your assigwce in ilii?: master, please cont my off= 7TTlT ediately if you have any questions or comments regarding this conesponde nce, Vay Uldy yours. W10 Interna " naI Develo,= rpor don Ma fi. Mason, Cpboraxe Counsel 'Ib,e undersigned hereby agree to the fvr%cing as of tin � day of May_003. V'LLACry F �LI,' 6irRQVE VII.LACrE $y: Namo:�� _ •�icr�.P.o-rex.. cc: I&. William L Payne. Attoincy at Law (Via F&OSinnila) G:daterwpdacvWimefSeci��dio�}G.ngtassa-.gv�K:uckerbooticiaae4.1o.03,doc GULLO INTERNATIONAL OEVEI O MRH CORPORA,tION - GULLO tMW1 ATiONAL VFAL1Y GROUP LTD. 1100 LandtneieT Stoats - Ek Gmve Vdlogs, Brook 60007 .1& 5347.36 4.7004 4 FAX. 847.364.7030 F., I I I I 1 1 WWW C C A � C c R t tf !t � td G 1 gpp I� r•I:CIere �rrl'C CCCtktRrpRQR CCCCCCC k�xk�RgkkRgRqR 1 11l 1 . dI h 1� pRkAppARgAIk �� kkkik xxxxx 8oSSSWWW diltGltE di!liilf�E diil9ltB + ++ j Kill;; <muoa R8 I I I I 1 1 eC. I