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Home My WebLink AboutORDINANCE - 2928 - 4/8/2003 - VACANT LAND PURCHASE AGREEMENTORDINANCE NO. 2928 AN ORDINANCE AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A VACANT LAND PURCHASE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND GULLO INTERNATIONAL DEVELOPMENT CORPORATION (DIERK/NG TERRACE) WHEREAS, the Village of Elk Grove Village is the owner of a 5.0 acre tract of vacant land located near the intersection of Busse Road and Landmeier Road off of Dierking Terrace in Elk Grove Village, and WHEREAS, said property has been owned by the Village in excess of twenty (20) years and has not been utilized for any municipal purpose nor is there any foreseeable need for the utilization of said property for municipal purposes; and WHEREAS, the Village has conducted negotiations with several parties and has received an offer to purchase said property for an amount equal to the fair market value of said property as well as other considerations including the construction of Dierking Terrace to Village standards; and WHEREAS, the Village of Elk Grove Village is a home rule municipality as set forth and defined by the Constitution of the State of Illinois and in addition is empowered to convey real estate by private negotiation contract pursuant to Ordinance No. 9214 previously adopted by the Village on April 25, 9978 provided that such contract is approved by a vote of 213rds of the corporate authorities present and voting at the time such contract is approved. NOW, THEREFORE BE IT ORDAINED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, Illinois as follows: Section 1: That the Mayor is authorized to enter into a Vacant Land Purchase Agreement between the Village of Elk Grove Village and Guild International Development Corporation for the sale by the Village of a tract of land consisting of approximately five (5) acres and located near the intersection of Busse and Landmeier Roads off of Dierking Terrace in Elk Grove Village Illinois and the Village Clerk is authorized to attest to the signature of the Mayor on said agreement, a copy of said Vacant Land Purchase Agreement being attached hereto and incorporated herein. Section 2: That this ordinance 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 8th day of April 2003. APPROVED this 8th day of April 2003. ATTEST. - Ann I. Walsh Village Clerk G1OrdGullodierking. doc 2 APPROVED: Craig B. Johnson, Mayor VACANT LAND PURCHASE AGREEMENT THIS VACANT LAND PURCHASE AGREEMENT is dated as of this 7' day of April, 2003 (this "Agreement") by and between GULLO INTERNATIONAL DEVELOPMENT CORPORATION, an Illinois corporation, its assignee(s) or nominee(s) ("Purchaser"), and VILLAGE OF ELK GROVE VILLAGE ("Seller"). WITNESSETH: WHEREAS, subject to the terms and conditions of this Agreement, Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller an approximately five (5.0) acre tract of vacant land located near the intersection of Bussc and Landmeier off Dierking Terrace in Elk Grove Village, Illinois, legally described on Exhibit A attached hereto and made a part hereof, and all easements and appurtenances inuring thereto ("Property"). NOW, THEREFORE, for and in consideration of the Purchase Price and the mutual promises, representations, warranties, agreements, covenants and conditions set forth below and other good and valuable consideration, the parties hereto hereby agree as follows: 1. PURCHASE PRICE. Purchaser agrees to pay an amount equal to EIGHT HUNDRED THOUSAND AND NO/100 ($800,000.00) DOLLARS ("Purchase Price") for the Property. The Purchase Price shall be paid as follows: (a) Earnest Monev. Within five (5) business days after the Effective Date (as hereinafter defined), Purchaser shall deposit in an earnest money escrow ("Earnest Money Escrow") with Title Insurer (as hereinafter defined), as escrowee ("Escrowee"), at Escrowee's office in Chicago, Illinois, the sum of FIFTY THOUSAND AND NO/100 ($50,000.00) DOLLARS ("Earnest Money") pursuant to an escrow agreement in the form of Exhibit B attached hereto and made a part hereof. For the purposes of this subparagraph (a), "Effective Date" shall mean the date this Agreement is accepted by Seller and an executed original thereof is delivered to Purchaser. The Earnest Money shall be held in the Earnest Money Escrow until the Escrow (as hereinafter defined) has been established pursuant to the terns hereof and then transferred to the Escrow and applied against the Purchase Price on the Closing Date (as hereinafter defined). Escrowee shall be authorized to invest the Earnest Money on the sole direction of Purchaser in treasury bills, commercial paper or federally insured money market funds and all interest earned thereon shall accrue to the benefit of Purchaser. Purchaser shall have the right to withdraw interest on the Earnest Money at any time and from time to time and Purchaser shall pay all expenses relating to said investment of the Earnest Money. (b) Cash Balance. On or before the Closing Date, Purchaser shall deposit with Escrowee the balance of the Purchase Price, plus or minus proration, in cash, certified or cashier's check or by federal wire transfer funds. 2. CONVEYANCE. In consideration of the Purchase Price, on or before the Closing Date, Seller shall convey to Purchaser, or any assignee or nominee of Purchaser, fee simple title to the Property, by good, sufficient and recordable deed ("Deed") subject only to the Permitted Exceptions (as hereinafter defined) 3. CONTINGENCY. (a) Inspection of Property. Purchaser shall have forty five (45) days after the Effective Date ("Investigation Period") (i) to make physical inspections of the Property (including, without limitation, conducting engineering and environmental studies), (ii) to investigate the condition of title, (iii) to study all documentation and other evidence relating to the development, zoning, financing, marketing, operation and maintenance of the Property, and (iv) to satisfy itself that the Property is suitable for the intended development by Purchaser and, in connection therewith, to satisfy itself, among other things, that there are sufficient utilities to service the intended development. Seller hereby grants Purchaser and its agents, employees and representatives the right and permission after the Effective Date to enter upon the Property at any time and from time to time for the purpose of inspecting the Property, taking measurements, soil borings, and for such other purposes as are necessary, in the sole discretion of Purchaser, to fully evaluate the Property. All such entries shall be at the risk of Purchaser and Seller shall have no liability for any injuries sustained by Purchaser or any of Purchaser's agents or contractors. Purchaser agrees to repair and restore promptly any damage to the Property caused by Purchaser or its agents or contractors. In addition, from and after the Effective Date, Purchaser and its representatives, agents and employees shall have the right to apply for zoning approvals, licenses or permits and other governmental approvals required for the intended use of the Property, and to arrange for inspections of the Property by such goverrunental authorities. (b) Tennination Option. If, in the sole and absolute discretion of Purchaser, Purchaser elects to terminate this Agreement for any reason whatsoever or for no reason, Purchaser shall give written notice thereof to Seller within the Investigation Period, in which event this Agreement shall be null and void and of no further force or effect, and the Earnest Money plus interest accrued thereon shall be immediately returned to Purchaser. If no such notice is given by Purchaser within the Investigation Period, this Agreement shall remain in full force and effect. (c) Indemnification. Purchaser agrees to indemnify and hold Seller harmless from any and all loss, claire, action, demand and liability which may arise against Seller or the Property by virtue of any of Purchaser's inspection actions pursuant to this Paragraph 3. 4. ROADWAY IMPROVEMENTS. Within forty-five (45) days after Purchaser receives complete engineering drawings for the installation of the roadway improvements from Seller, Purchaser shall deliver notice to Seller that (i) Purchaser under the Purchase Agreement, shall reimburse Seller for the actual costs of completion of the roadway improvements in an G_data/wpdocsjclients/5acresDierkingTerrace/VacantLandPurchaseAgreementExecution-4.7.03.doc amount estimated at $265,000.00, plus actual engineering costs, in an amount not to exceed $19,000.00 and Seller shall install a new roadway on the existing Dierking Ten -ace ("Improvements") in accordance with the specifications set forth on Exhibit C attached hereto and made a part hereof. The Improvements will be completed in a good and workmanlike manner in accordance with all applicable legal requirements. All linprovements shall be completed by Seller on or before one hundred eighty (180) days after receipt of written notice from Purchaser requesting the installation of the Improvements by Seller ("Outside Improvement Date") in the event of Purchaser's election pursuant to 4(i), the Purchaser shall reimburse Seller one half (1(2) of the estimated costs of the Improvements at the commencement of the Improvements, and the balance of the actual costs of the Improvements, as approved by Purchaser, shall be paid to Seller upon the completion of the Improvements contemplated herein or (ii) Purchaser shall agree to complete the roadway improvements, obtain required permits and provide required maintenance bond, at its own expense, with engineering to be provided by Seller, in which event Purchaser shall reimburse Seller for the actual engineering costs in an amount not to exceed $19,000.00. S. TITLE POLICY. (a) Title Conditions. No longer than sixty (60) days following the Effective Date, Seller shall, at Seller's sole cost and expense, provide Purchaser with a title insurance conunitinent ("Title Conunit hent") prepared by Title Insurance Company of Seller's choice ("Title Insurer") covering the Property and showing fee simple title in Seller. Purchaser shall have a period of fifteen (15) days fi-om the delivery of the last of the Title Commitment, all underlying recorded title documents and the Survey (as hereinafter defined) in which to object to any of the title conditions shown in the Title Corrnnitrnent, in Purchaser's sole discretion (Those exceptions to which Purchaser does not object are hereinafter collectively referred to as "Permitted Exceptions" and shall be attached to this Agreement as Exhibit D and all other exceptions are hereinafter collectively referred to as "Unpermitted Exceptions". In the event of any Unpennitted Exceptions, Seller shall have an additional fifteen (15) days after Purchaser's notification of any Unpennitted Exceptions in which to cause any such Unpennitted Exceptions to be waived by Title Insurer. Failure of Seller to cause such Unpennitted Exceptions to be waived by Title Insurer shall entitle Purchaser,.at Purchaser's election, either (i) to terminate this Agreement by written notice to Seller, in which event this Agreement shall be null and void and of no fiuther force or effect and the Earnest Money plus interest accrued thereon shall be immediately returned to Purchaser, or (ii) to accept title subject to such Unpennitted Exceptions that Title Insurer has not removed, with a further right with respect to each Unpennitted Exception then remaining (A) to deduct from the Purchase Price amounts secured by any unpernitted lien or encumbrance of a definite or ascertainable amount, or (B) in Purchaser's discretion, to cause Seller to cause Title Insurer to issue its endorsement insuring against loss or damage caused by any such Unpennitted Exception. In the event Purchaser elects to tenninate this Agreement in accordance with election (i) above, this Agreement shall tenninate and Purchaser shall receive a refund of the Earnest Money. G:datajwpdocs%clients/5acresDierkingTerraceiVacantLandPurchaseAgreementExecution-4.7.03.doc (b) Title Policv. Through the Escrow, Seller shall, at its sole cost and expense, cause Title Insurer to issue its most recent form of owner's title insurance policy ("Title Policy") in the amount of the Purchase Price with (i) extended coverage over the general exceptions normally contained in its owner's title insurance policy, (ii) a 3.0 zoning endorsement, and (iii) such other endorsements as Purchaser may reasonably require, guaranteeing Purchaser's or Purchaser's assignee's or nominee's title to the Property and to all easements for the benefit of the Property, subject only to the Permitted Exceptions and to those Unpernitted Exceptions subject to which Purchaser agreed to take title. 6. SURVEY. (a) Survey Requirement. No snore than sixty (60) days following the Effective Date, Seller, at Seller's sole cost and expense, shall deliver to Purchaser a survey ("Survey") prepared subsequent to the date hereof by a licensed Illinois land surveyor and certified to have been prepared in accordance with the Minimum Standard Detail Requirements for ALTA/ASCM Land Title Surveys as adopted by the American Land Title Association and American Congress on Surveying and Mapping (1992) including all additional requirements, as applicable, contained therein for the benefit of Purchaser and Title Insurer. Notwithstanding the foregoing, the Survey shall include, by way of example and not by limitation, (i) the legal description and correct address, if any, of the Property, (ii) all improvements (including fences), if any, located on the Property, (iii) easements (visible or recorded), whether benefitting or burdening the Property, together with recording information concerting the documents creating such easements, (iv) building lines, (v) curb cuts, (vi) sewage, water, electricity, gas and other utility facilities, (vii) roads and means of physical and record ingress and egress to and from the Property by public roads, (viii) the gross square footage of the Property, (ix) the Net Square Footage (as hereinafter defined) of the Property, (x) flood zone designation and (xi) improvements located within five (5) feet of the boundary lines of the Property. For the purposes of this Agreement, "Net Square Footage" shall mean the gross square footage of the Property less that portion of the Property constituting dedicated roads or highways or storm water detention or retention or floodway areas. (b) Survey Conditions. In the event the Survey discloses any encroaclunents, if the Purchaser in its sole discretion determines that the Net Square Footage is not adequate for its purposes or if, after reviewing the Survey, Title Insurer raises any matter shown on the Survey as an Unpernitted Exception ("Survey Defects"), Seller shall have fifteen (15) days from the date of delivery of the Survey (or fifteen (15) days from the date of delivery of the Title Commitment in the event Title Insurer raises any matters shown on the Survey as Unpenuitted Exceptions, whichever is later) to correct any Survey Defects. In the event Seller is unable to correct Survey Defects, Purchaser may elect either: (i) to require Seller, at Seller's cost and expense, to use its best efforts to have Title Insurer insure over Survey Defects; or G:datalwpdocs/clients/5acresDierkingTerrace/VacantLandPurchaseAgreementExecution-4.7.03.doc (ii) to extend the time, up to thirty (30) days, in which Seller (or at Purchaser's option, Purchaser) shall have to correct Survey Defects, failing which Purchaser shall be entitled to proceed pursuant to clause (vi) below; or (iii) to terminate this Agreement by written notice to Seller, and in such event the same shall be null and void and of no further force or effect and, the Earnest Money plus interest accrued thereon shall be immediately returned to Purchaser. In the event Purchaser elects to terminate this Agreement in accordance with election (iv) above, and such Survey Defects were created or suffered by Seller, then, in addition to the returl of the Earnest Money and its other remedies at law or in equity, Purchaser shall be entitled to recover fi-om Seller the actual costs of Purchaser is investigation thereof to be evidenced by an invoice presented to Seller. 7. ESCROW AND CLOSING. (a) Closin The transaction conternplated by this Agreement shall be closed through an escrow ("Escrow") at the office of Title Insurer in accordance with the general provisions of the usual forrn of "New York Style" Deed and Money Escrow Agreement ("Escrow Agreement") then provided and used by the Escrowee with such special provisions inserted in the Escrow Agreement as may be required to conform with this Agreement. In the event of any conflict between the Escrow Agreement and this Agreement, the terns of this Agreement shall prevail unless the Escrow Agreement specifically recites it is intended to amend or modify this Agreement. Seller agrees to execute any instrument, including gap undertakings, in form customarily required by Escrowee in order to facilitate the "New York Style" Closing. (b) Closing Costs. The cost of the Escrow and the New York Style Closing shall be divided equally between Purchaser and Seller. Seller shall pay for the cost of all state and county documentary stamp and transfer taxes. Any transfer tax required by local ordinance shall be paid by the party made responsible thereunder or, if no responsibility is assigned, by Seller. 8. CLOSING DOCUMENTS. (a) Seller's Closing Documents to be delivered on or Before the Closing Date. Seller shall deliver to Escrowee, pursuant to the Escrow Agreement, or to Purchaser, as applicable, and Seller hereby covenants and agrees to deliver to Escrowee or to Purchaser, as applicable, on or before the Closing Date, the following instrurnents and documents, all of which shall be subject to Purchaser's prior review and approval as to form, scope and substance, the delivery of each of which shall be a condition to Closing: G :data /wpdocs /clients/ 5acreSDierkingTerrace/VacantLandPurchaseAgreementExecut ion - 4. 7. 03. doc (i) the Deed; (ii) Plat Act Affidavit, if necessary; (iii) Affidavit of Non -Foreign Status described under the Internal Revenue Code 1445, or otherwise establish to the satisfaction of Title Insurer an exemption from withholding under the Foreign Investment in Real Property Tax Act of 1980; (iv) Assignment of contracts, leases, permits and developer's rights, if any, executed by Seller in favor of Purchaser; (v) ALTA Statements, in duplicate; (vi) A written reaffu-oration that all of the representations set forth in Paragraphs 12 and 13 hereof continue to be true and correct as of the Closing Date; (vii) Personal "GAP" undertaking executed by Seller or an entity, other than Seller, acceptable to Title Insurer; (viii) Such proof of Seller's authority and authorization to enter into this transaction as may be required by Purchaser or Title Insurer; and (ix) A paid receipt executed by Broker if any (as hereinafter defined) acknowledging full satisfaction of all fees or commissions in connection with this Agreement. (b) Deliveries by Purchaser on or before the Closing Date. Purchaser shall deliver to Escrowee pursuant to the Escrow Agreement or to Seller, as applicable, and Purchaser hcrcby covenants and agrees to deliver to Escrowee or Seller, as applicable, on or before the Closing Date, the following monies, instruments and documents, the delivery of each of which shall be a condition precedent to the delivery of the Deed in accordance with the terms of the Escrow Agreement: (i) the balance of the Purchase Price; (ii) such proof of Purchaser's authority and authorization to enter into this transaction as may be reasonably required by Seller or Title Insurer; and (iii) ALTA Statement, in duplicate. G:data/wpdocs/clients/5acresDierkingTerrace(VacantLandPurchaseAgreementExecution-4.7.43.doc (c) Joint Deliveries on or Before the Closing Date. The Escrow Agreement shall provide that the parties shall deliver to Escrowee and the parties hereby covenant and agree to deliver to Escrowee on or before the Closing Date the following instruments and documents, all of which shall be subject to Purchaser's prior review and approval as to form, scope and substance, the mutual delivery of each of which shall be a condition precedent to Closing: (i) Closing Statement, in triplicate; and State, county and municipal transfer tax declarations. 9. CLOSING DATE. The closing date shall be the date designated by Purchaser, but in no event later than forty five (45) days after the completion of the Investigation Period ("Closing Date" or "Closing") at a time mutually agreeable between the parties. 10. POSSESSION. Possession of the Property shall be delivered to Purchaser on the Closing Date, flee and clear of all possessory interests. 11. BROKERAGE COMMISSION. (a) Brokerage Commission. Purchaser and Seller, each to the other, hereby represent and warrant there has been no involvement of any real estate broker in this transaction other than none (`Broker") . Seller hereby agrees to pay Broker a brokerage cornrnission required pursuant to a written agreement, if any, between Seller and Broker in the event the transaction contemplated hereunder successfully closes. (b) Broker Indemnification. Other than claims, suits or demands for brokerage commission by Broker, which shall be Seller's sole obligation, Seller and Purchaser hereby agree to indemnify each other, their successors and assigns, and hold each other harmless in the event any claire, suit or demand for a brokerage commission is brought against either Seller or Purchaser or their respective successors or assigns, by anyone other than Broker, based upon the actions of either Seller or Purchaser relating to the Property (including the purchase and sale contemplated hereunder). This indemnity shall include all costs, fees and reasonable expenses incurred by Seller or Purchaser, their respective successors and assigns, as a result of participation in, or defense of, any claire, suit or dernand. 12. REPRESENTATIONS OF SELLER. (a) Seller represents to Purchaser as follows, which representations shall be deemed to have been remade on the Closing Date (the truth and accuracy of which shall constitute a condition to the disbursement of the Purchase Price in accordance with the terms of the Escrow Agreement): G: data/wpdocs /clients/ 5acresDierkirigTerrace/VacantLandPurchaseAgreementExecut ion- 4. 7. 03. doc (i) Seller's Performance. Seller has not done or performed, and until the conveyance of the Property in accordance with the terns of this Agreement, it will not do or perform any act which would in any way interfere with or adversely affect seller's ability to consummate this transaction in accordance with the terms hereof. (ii) Violation of Laws. Seller and the agents and employees of Seller have no knowledge and have received no notices fiom any city, village, county or other governmental authority of violations with reference to the Property or any part thereof, including, without limitation, violations of zoning, building, conservation, environmental, fire or health codes that have not been heretofore corrected. (iii) Agreement,, nffectimg_the PrQper�ty. Otlhcr thou iecurded documents and the documents set forth on Exhibit E, there are no agreements written or oral entered into by Seller, with the Village, county, other governmental agencies or any other party, which would affect or impair the development of the Property. (iv) Legal Matters. There is no pending or, to the best of Seller's knowledge, threatened condemnation or similar proceeding affecting the Property or any portion thereof. There is no pending public improvement in, about or outside the Property which will affect access to the Property. There is no legal action, of any kind or character whatsoever affecting the Property or, to the .best of Seller's knowledge, presently contemplated which will in any manner affect either Purchaser or the Property. (v) No Conflicts. Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to and affecting the Property. The Property and the present use, occupancy and operation thereof are not in violation of any applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to and affecting the Property, including, without limitation, environmental laws, ordinances, regulations, statutes, rules and restrictions. The execution and delivery of this Agreement and the consummation of the transaction herein contemplated will not conflict with any applicable law, ordinance, regulation, statute, rule, restriction or any judgment, order or decree of any court having jurisdiction over Seller or the Property. (vi) Power. This Agreement and all agreements, instruments and documents herein provided to be executed by Seller are duly authorized, executed and delivered by and binding upon Seller in accordance with their terms. Seller has the legal power, right and authority to enter into this Agreement and consummate the transactions contemplated hereby. (vii) Requisite Action. All requisite action (corporate, trust, partnership or otherwise) has been taken or obtained by Seller in connection with the entering into this Agreement and the consummation of the transactions contemplated hereby, or shall have been taken prior to the Closing Date. G:data/wpdocs/clients/5acresDierkingTerrace/VacantLandPurchaseAgreementExecution-4.7.03.doc (viii) Licenses, Permits and Approvals. Seller has received all licenses, permits, authorizations and approvals required by all governmental authorities having jurisdiction over the Property. (ix) Default. Seller is not in default in respect of any of its obligations or liabilities pertaining to the Property, nor is there any state of facts or circumstances which, after notice or lapse of time, or both, would constitute such a default. (x) Special Taxes or Assessments. There is not presently assessed, levied or pending any special real estate taxes or assessments of any nature with respect to the Property or any part thereof. (xi) Litigation. There is no litigation or proceedings of any type (including condemnation or similar proceedings) that have been instituted against Seller or the Property or any part hereof. (xii) Mechanic's Liens. There are no claims for mechanics' liens or any unpaid amounts for labor or materials which could give rise to mechanics' liens against the Property. (xiii) Documents of Record. Seller has no notice or knowledge of any default with respect to any obligations of Seller under any easements, deeds, or other documents of record. (xiv) Tax Information. All tax bills and tax inforination delivered to Purchaser in connection with this transaction are true and correct copies. Seller has paid all taxes which may be due and owing on the Property. (xv) Documents and Information. All information as set forth by Seller in the exhibits attached hereto and all documents and information submitted hereunder for Purchaser's review and approval by Seller or an agent of Seller are complete, accurate and correct and, to the best of Seller's knowledge, no fact or information has been omitted therefrom. (xvi) Leases. There are no leases, tenancies or occupancy agreements pertaining to the Property. (xvii) Utilities. All utility service lines will be available at or near the perimeter of the Property and are located in a public right-of-way or easement, so that Purchaser, at its expense, can extend and connect to said lines, which lines have sufficient capacity for the proposed I-1 light industrial warehouse type use. G:data/wpdocs/clients/5acresDierkingTerrace/vacantLandPurchaseAgreementExecution-4.7.03.doc (xviii) Recapture Agreements. There are no obligations in connection with the Property or any so called "recapture agreement" involving refund for sewer extension, oversizing utility lines, lighting or like expense or charge for work or services done upon or relating to the Property which will bind Purchaser or the Property from and after the Closing Date. However, prior to the expiration of the Investigation Period Seller and Purchaser shall execute an agreeable recapture agreement in favor of Purchaser and the Property (the "Recapture Agreement") and in accordance therewith, shall assist Purchaser in the enforcement of said Recapture Agreement in favor of Purchaser to bind adjacent property owners and other property owners requiring specific payments pursuant to the Recapture Agreement for their use of the Improvements paid for and/or completed by Purchaser. (xviiiix) Roadwork. There is no agreement or undertaking or bond with any governmental agency respecting construction of any acceleration or deceleration lane, access or street lightings. (xix) Donations. There are no donations or payments to or for schools, parks, fire departinents or any other public entity or facilities which are required to be made by an owner of the Property. (xx) Prorations. The information to be furnished by Seller on which the computation of prorations is based shall be true, correct and complete in all respects. (xxii) Storage Tanks. No storage tanks are present on the Property including, without limitation, any underground storage tanks which require notification under Section 9002 of the Solid Waste Disposal Act, as now or hereinafter amended, and, to the best of Seller's knowledge, no such tanks were previously removed. (xxii) Bonding and Section 312 Reporting. Neither the Property nor any part thereof (i) has been subject to bonding or other financial assurances released by the appropriate governmental agency after compliance with applicable state enviromnental laws, or (ii) is subject to reporting under Section 312 of the Federal Emergency Planning and Community Right -To -Know Act of 1986, and federal regulations promulgated thereunder. (b) Purchaser represents and warrants to Seller as follows, which representations and warranties shall be deemed to have been remade on the Closing Date (the truth and accuracy of which shall be a condition to Closing): (i) Power. This Agreement and all agreements, instruments and documents herein provided to be executed by Purchaser are duly authorized, executed and delivered by and binding upon Purchaser in accordance with their G:data/wpdocs/clients/5acresDierkingTerrace/vacantLandPurchaseAgreementExecution-4.7.03.doc terns. Purchaser has the legal power, right and authority to enter into this Agreement and consummate the transactions contemplated hereby. (ii) Requisite Action. All requisite corporate action taken or obtained by Purchaser in connection with the entering into of this Agreement and the consumination of the transactions contemplated hereby, or shall have been taken prior to the Closing Date. 13. ENVIRONMENTAL MATTERS. (a) Environmental Definitions. The term "Hazardous Materials" shall mean any substance, material, waste, gas or particulate matter which is regulated by any local governmental authority, the State of Illinois, or the United States Gover anent, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "hazardous material," "hazardous substance," "extremely hazardous waste," or "restricted hazardous waste" under any provision of Illinois law, (ii) petroleum, (iii) asbestos, (iv) polychlorinated biphenyl, (v) radioactive material, (vi) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. §1251 et seq., (33 U.S.C. §1317), (vii) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903), or (viii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Enviromnental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et seq. (42 U.S.C. 9601). The term "Environmental Laws" shall mean all statutes specifically described in the foregoing sentence and all federal, state and local environmental, health and safety statutes, ordinances, codes, rules, regulations, orders and decrees regulating, relating to or imposing liability or standards conceiming or in connection with Hazardous Materials. (b) Environmental Representations. To the best of Seller's knowledge, Seller represents that: (i) neither the Property nor any part thereof is in breach of any Enviromnental Laws, and (ii) the Property is free of any Hazardous Materials that would trigger response or remedial action under any Enviromnental Laws or any existing common law theory based on nuisance or strict liability. If any such representation is in any manner inaccurate or any such warranty is in any matter breached (collectively, a "Breach"), and if such Breach gives rise to or results in liability (including, but not limited to, a response action, remedial action or removal action) under any Enviromnental Laws or any existing common law theory based on nuisance or strict liability, or causes a significant effect on public health, Seller shall promptly take any and all remedial and removal action as required by law to clean up the Property, mitigate exposure to liability arising from, and keep the Property free of any lien imposed pursuant to, any Environmental Laws as a result of such Breach. (c) Environmental lndernnity. Additionally, but not in lieu of Seller's affirmative undertakings set forth in (b) above, Seller agrees to indemnify, defend and hold G:data/wpdocs/clients/SacresDierkingTerrace(VacantLandPurchaseAgreementExecution-4.7.p3.doc harmless Purchaser and its assignee(s) or nominee(s) from and against any and all debts, liens, claims, causes of action, administrative orders and notices, costs (including, without limitation, response and/or remedial costs), personal injuries, losses, damages, liabilities, demands, interest, fines, penalties and expenses, including reasonable attorneys' fees and expenses, consultants' fees and expenses, court costs and all other out-of-pocket expenses, suffered or incurred by Purchaser and its assignee(s) or nominee(s) as a result of (i) any Breach, or (ii) any matter, condition or state of fact involving Environmental Laws or Hazardous Materials which existed on or arose prior to the Closing Date and which failed to comply with (y) the Environmental Laws in effect as of the Closing Date or (z) any existing common law theory based on nuisance or strict liability in existence as of the Closing Date, regardless of whether or not Seller had knowledge of same as of the Closing Date. (d) No Notices. Seller has received no notice that the property or any part thereof is, and, to the best of Seller's knowledge, no part of the Property is located within an area that has been designated by the Federal Emergency Management Agency, the Army Corps of Engineers or any other governmental body as being subject to special hazards. Within thirty (30) days after the Effective Date, Seller shall deliver to Purchaser a written history of all uses of the Property for such period of time and in such detail as Purchaser may request. 14. PRORATIONS. (a) Real Estate Taxes. Seller agrees to pay general real estate taxes due and payable on or before the Closing Date, and the parties shall prorate general real estate taxes not yet due and payable as of the Closing Date on the basis of one hundred fifteen (115%) percent of the most recently ascertainable tax information to be credited to Purchaser at closing. (b) Title Costs. Seller shall pay the title charges, including the costs of extended coverage and the endorsements as required herein, except customary Purchaser's title expenses, necessary to obtain the Title Policy. (c) Other Customary Proration. Other items which are customarily prorated in a purchase and sale of the type contemplated hereunder shall be prorated as of the Closing Date. 15. DEFAULT AND REMEDIES. (a) Purchaser's Default. If Purchaser fails to perform in accordance with the terms of this Agreement, as Seller's sole and exclusive remedy for such default, Seller shall be entitled to terminate this Agreement by written notice to Purchaser and retain Purchaser's Earnest Money and any interest earned thereon; it being agreed between Purchaser and Seller that the amount of the Earnest Money shall be liquidated damages for G:data/wpdocs/clients/SacresDierkingTerracelvacantLandPurchaseAgreementExecution-4.7.03.doc a default of Purchaser hereunder, because of the difficulty, inconvenience and uncertainty of ascertaining actual damages for such default in view of the uncertainties of the real estate market, fluctuating property values, and differences of opinion with respect to damages for breach of a real estate transaction. (b) Seller's Default. If Seller (i) fails to perform in accordance with the terms of this Agreement or (ii) breaches any of the covenants, conditions, agreements, representations or warranties of this Agreement, or (iii) any information contained herein or in the exhibits or in any documents or information submitted hereunder for Purchaser's review is false, inaccurate or misleading in any respect, then, in any such event, the Earnest Money, together with all interest earned thereon, shall be irntnediately returned to Purchaser and Purchaser shall retain and be entitled to exercise all rights and remedies available at law or in equity. 16. CASUALTY OR CONDEMNATION. In the event of any casualty, or condemnation of the Property by any governmental authority, or in the event any notice of such condemnation is received by Seller, Seller shall so advise Purchaser within three (3) days of such event and Purchaser may elect, by written notice to Seller, to tenninate this Agreement in which event the Earnest Money together with all interest earned thereon shall be immediately returned to Purchaser and this Agreement shall be of no further force and effect. If Purchaser does not so elect, then this transaction shall close as scheduled, and on the Closing Date, Purchaser shall receive a credit equal to (i) all insurance proceeds (or an assignment of all rights to receive such proceeds) plus the deductible, or (ii) all condennnation proceeds (or an assignment of all rights to receive such proceeds), as applicable. 17. ASSIGNMENT AND DESIGNATION OF ASSIGNEE The parties hereto agree Purchaser shall have the right, prior to the Closing Date and without the consent of Seller, to assign this Agreement or to designate an assignee(s). Seller shall not assign this Agreement without the prior written consent of Purchaser. 18. SECTION 1445 OF THE INTERNAL REVENUE CODE Concurrent with the execution of this Agreement, Seller shall complete and execute the Certifications of Non -Foreign Status attached. hereto as Exhibit F or Exhibit G, as applicable. In the event Seller does not do so or if Purchaser receives notice such certifications are false, then Purchaser may elect either (a) to consummate the transactions contemplated herein, in which event Purchaser shall, pursuant to said Section 1445, withhold ten (10%) percent of the Purchase Price at Closing; provided, however, in the event Seller shall, prior to the Closing Date, procure from the Internal Revenue Service a withholding certificate specifying no withholding is required, or a reduced withholding is required, Purchaser shall withhold at Closing only the amount specified in said withholding certificate; or (b) to terminate this Agreement, in which event this Agreement shall be null and void and the parties shall have no further liability to each other and the Earnest Money, together with all interest earned thereon, shall be inunediately returned to Purchaser. G:data/wpdocs/clients/5acresDierkingTerracelVacantLandPurchaseAgreementExecution-4.7.03.doc 19. SECTION 5/902(d) OF THE ILLINOIS INCOME TAX ACT (35 ILCS 5/101) AND SECTION 120/5.1 OF THE RETAILERS OCCUPATION TAX ACT (35 ILCS 120/1). (a) Concurrently with the execution of this Agreement, Seller shall complete item numbers 1 and 2 on Schedule 1 of Exhibit H attached hereto (Exhibit H and Schedule 1 are collectively referred to as the "Request for Determination"), and item number 1 and the blank pertaining to Seller's name on Exhibit H attached hereto. Concurrently with the execution of this Agreement, Purchaser shall complete item numbers 3 and 4 on said Schedule 1 of Exhibit H, and shall complete item numbers 2 and 3 and the blank pertaining to Purchaser's name on Exhibit H and shall execute the same. Within fifteen (15) days after this Agreement is fully executed, and provided Schedule 1 and Exhibit H have been fully completed as indicated above, Purchaser shall deliver or cause to be delivered by certified or registered mail, with return receipt requested, or by personal delivery to the Illinois Department of Revenue ("Department") the Request for Detennination, together with a copy of this Agreement, for the purpose of obtaining from the Department a determination as to Seller's assessed but unpaid tax liability, if any, under the Illinois Income Tax Act and the Retailer's Occupation Tax Act. If, within thirty (30) days after the date on which the Request for determination was sent to the Department, a determination of tax liability is made by the Department, Purchaser shall withhold from the Purchase Price at Closing an arnount sufficient to cover such tax liability. (b) The parties further acknowledge and agree that, within ten (10) days after the Closing Date, Purchaser shall file or cause to be filed with the Department the form attached hereto as Exhibit I. (c) The parties hereby agree to deliver or cause to be delivered any other documentation and information as may be required to comply with Section 1445 of the Internal Revenue Code, Section 5/902(d) of the Illinois Income Tax Act and Section 120/5j of the Retailer's Occupation Tax Act. 20. NOTICES. All notices or other conninunications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by facsimile telecommunication, by overnight air express service or by registered or certified mail, postage prepaid, return receipt requested, addressed to the parties hereto at their respective addresses set forth below. Such notice or other cormnurnication shall be deemed given (a) upon receipt or upon refusal to accept delivery if delivered by personal delivery or by facsimile telecommunication, (b) one (1) business day after tendering to an overnight air express service, and (c) five (5) business days after mailing if by registered or certified mail. G:data/wpdocs/clients/5acresDierkingTerrace/VacantLandPurchaseAgreementExecution-4.7.03.doc To Seller: Village of Elk Grove Village 901 Wellington Avenue Elk Grove Village, Illinois 60007 Attention: Mr. Gary Parrin, Village Manager With a copy to: Village of Elk Grove Village 901 Wellington Avenue Elk Grove Village, Illinois 60007 Attention: George Knickerbocker, Esq. To Purchaser: Gullo International Development Corporation 1100 Landmeier Road Elk Grove Village, Illinois 60007 Attention: Mr. Giovanni Gullo With a copy to: Gullo International Development Corporation 1100 Landmeier Road Elk Grove Village, Illinois 60007 Attention: Matthew C. Mason, Corporate Counsel Notice of change of address shall be given by written notice in the manner detailed in this Section. 21. MISCELLANEOUS. (a) Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such teen or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. (b) Waivers. No waiver of any breach or any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for perfornance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act. (c) Survival. The covenants, agreements, representations and warranties made herein shall survive the Closing and the delivery of this Agreement shall, subject to Paragraph 17 hereof, extend to the respective successors, heirs and assigns of Seller and Purchaser. Subsequent to Closing, Seller agrees to defend, indemnify and hold Purchaser free and harmless from and against any losses, damages, costs or expenses (including attorneys' fees) resulting from (i) any inaccuracy in or breach of any representation or warranty of Seller; and (ii) any breach or default by Seller under any of Seller's covenants G:data/wpdocs/clients/5acresDierkingTerrace/VacantLandPurchaseAgreementExecution-4.7.03.doc or agreements under this Agreement, provided that, if Purchaser has prior actual knowledge of a breach at or prior to Closing, upon consummation of the purchase and sale, Purchaser shall be deemed to have waived such breach. To the extent Seller elects to make distribution to its stockholders, partners or members, as the case may be, after Closing, such that Seller has insufficient funds to satisfy the indemnity obligations of Seller contained herein, such indemnity obligations shall be deemed to be distributed with any such distributions to such stockholders, partners or members, as the case may be, and their respective successors and such stockholders, partners or members, as the case may be, receiving such distributions shall be deemed successors to Seller and to have assumed such indemnity obligations. (d) Professional Fees. In the event of the bringing of any action or suit by a party hereto against another party hereunder by reason of any breach of any of the covenants, agreements or provisions on the part of the other party rising out of this Agreement, the prevailing party shall be entitled to have and recover of and fiom the other party all costs and expenses of the action or suit, including, without limitation, actual attorneys' tees, accounting and engineering fees, and any other professional fees resulting therefrom. (e) Entire Agreement. All Exhibits attached to this Agreement are hereby incorporated herein by reference. This Agreement (including all Exhibits attached hereto) contains the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, if any, with respect thereto. This Agreement may not be modified, changed, supplemented or terininated, nor may any obligations hereunder be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein. Other than as expressly set forth in this Agreement, the parties do not intend to confer any benefit hereunder on any person, fu7n or corporation other than the parties hereto. (f) Time of Essence. Seller and Purchaser hereby acknowledge and agree time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof. (g) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois. (h) Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall, for all purposes, be deemed an original and all such counterparts shall together constitute one and the same agreement. (i) Captions. The captions in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement or the scope or content of any of its provisions. G:datajwpdocs/clients/5acresDierkingTerrace/VacantLandPurchaseAgreementExecution-4.7.03.doc (j) Terns. The use of any pronoun in this Agreement shall include the singular, plural, masculine, feminine and neuter, the use of the singular or plural form shall include the plural or singular form and the use of any gender shall include all genders, as the context may require. (k) Business DUs. If the final day of any period or any date of performance under this Agreement falls on a Saturday, Sunday or legal holiday, then the final day of the period or the date of performance shall be extended to the next day which is not a Saturday, Sunday or legal holiday. (1) Construction. The parties acknowledge that each party and its counsel have received and approved this Agreement and that the normal rale of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or Exhibits hereto. (m) Recording. At Purchaser's option, Purchaser and Seller shall execute and cause to be recorded, at Purchaser's expense, in the office of the recorder in the county in which the Property is located, a memorandum of this Agreement. 22 ACCEPTANCE OF CONTRACT. This Agreement must be accepted by Seller and a duplicate copy thereof delivered to Purchaser on or before April 25, 2003, otherwise, at Purchaser's election, upon written notice to Seller, this Agreement shall terminate. G:data/wpdocs/clients/5acresDierkingTerrace/VacantLandPurchaseAgreementExecution-4.7.03_doc IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. SELLER: THE VILLAGE OF ELK GROVE VILLAGE By: Craig B. Johnson Name: Title: Mayor ATTEST: By: Ann 1. Walsh Name: Title: Village Clerk PURCHASER: GULLO INTERNATIONAL DEVELOPMENT CORPORSATION , Name: Giovanni, Gullo Tifle: President EXHIBITS A - Legal Description B - Earnest Money Escrow Agreement C- Specifications D - Permitted Exceptions E - Agreements With Third Parties F - FIRPTA Affidavit (Individual) G - FIRPTA Affidavit (Corporation) H - Request for Determination I - Notice of Sale G:data/wpdocs/clients/5acresDierkingTerrace/VacantLandPurchaseAgreementExecution-4.7.03.doc EXHIBIT A LEGAL DESCRIPTION TO BE PROVIDED BY SELLER AND APPROVED BY PURCHASER PRIOR TO THE END OF THE INVESTIGATION PERIOD MRICHMONDi434259.3 A- 1 TO RE: DATE: EXHIBIT B EARNEST MONEY ESCROW AGREEMENT Attention: Escrow Trust No. 200 XX1II PARTIES A Seller: B Purchaser: C Escrow Holder: D Seller's Counsel: E Purchaser's Counsel Attention: Attention: Attention: Attention: Gullo International Development Corporation 1100 Landrneier Road Elly Grove Village, Illinois 60007 Attn: Matthew C. Mason, Corporate Counsel MRICIIMOND/434259.3 B-1 XXIV PRELIMINARY STATEMENTS A Concurrently with the execution and delivery of this Earnest Money Escrow Agreement, Seller and Purchaser have executed and delivered a certain Vacant Land Purchase Agreement ("Agreement"). Under the terms of the Agreement, Seller has agreed to sell to Purchaser that certain parcel of vacant land located in , Illinois. B Pursuant to Paragraph 1(a) of the Agreement, Purchaser is required to deposit with the Escrow Holder the sum of ($ ) DOLLARS to be held by Escrow Holder pursuant to the teens and provisions of this Earnest Money Escrow Agreement. C Pursuant to Paragraph 3(b) of the Agreement, Purchaser has the right to terminate the Agreement and to have the Earnest Money and interest earned thereon returned to Purchaser. XXV DEPOSIT OF EARNEST MONEY; INVESTMENT DIRECTIONS A Concurrently herewith, Purchaser has deposited the Earnest Money with the Escrow Holder in accordance with the Agreement. B Escrow Holder is hereby authorized and directed to invest the Earnest Money or any portion thereof in accordance with the written direction of Purchaser (or Purchaser's Counsel). Unless otherwise provided pursuant to the provisions of Section IV hereof, such investment shall be for the benefit of Purchaser. The Federal Taxpayer Identification Number of the Purchaser is XXVI INSTRUCTIONS A In the event Escrow Holder receives fi-om Purchaser a certification in the form attached hereto as Schedule 1, then Escrow Holder is authorized and directed to return to Purchaser, within one (1) business day thereafter, the Earnest Money, together with all interest earned thereon. B Except as set forth in XXVI A above, the Escrow Holder is instructed to hold and invest the Earnest Money, together with all interest earned thereon, until the Escrow Holder is in receipt of (i) a joint written direction from Seller (or Seller's Counsel) and Purchaser (or Purchaser's Counsel) or (ii) an order, judgment or decree addressed to Escrow Holder which shall have been entered or issued by any court and which shall detennine the disposition of the Earnest Money and all interest earned thereon. C Any party delivering a notice required or permitted hereunder shall simultaneously deliver copies of such notice to all patties listed in Section 1 of this Earnest Money Escrow Agreement. All notices required herein shall be either personally delivered, sent by certified or MMCHMOND/434259.3 B-2 registered mail, postage prepaid, return receipt requested, or sent by overnight courier and shall, in all instances, be deemed to have been received upon delivery thereof. D Except as otherwise expressly set forth in this Earnest Money Escrow Agreement, Escrow Holder shall disregard any and all notices or warnings given by any of the parties hereto. E In case Escrow Holder obeys or complies with any order, judgment or decree of any court with respect to the Earnest Money, Escrow Holder shall not be liable to any of the parties hereto or any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree be entered without jurisdiction or be subsequently reversed, modified, annulled, set aside or vacated. In case of any suit or proceeding regarding this Earnest Money Escrow Agreement to which Escrow Holder is or may be at any time a party, Seller and Purchaser shall each be liable for one-half of all such costs, fees and expenses incurred or sustained by Escrow Holder and shall forthwith pay the same to Escrow Holder upon demand; provided, however, that in the event Escrow Holder is made a party to any suit or proceeding between Seller and Purchaser, the prevailing party in such suit or proceeding shall have no liability for the payment of Escrow Holder's costs, fees and expenses. F Escrow Holder is not to be held responsible for any loss of principal or interest which may be incurred as a result of making the investments or redeeming said investment for the purposes oP_ this Earnest Money Escrow Agreement. G In no case shall the above mentioned deposits be surrendered except (i) in the manner specifically described in this Earnest Money Escrow Agreement; (ii) on an order signed by the Seller (or Seller's Counsel) and Purchaser (or Purchaser's Counsel); or (iii) in obedience to the process of order of a court as aforesaid. H All fees of Escrow Holder shall be charged one-half to Seller and one-half to Purchaser. I Except as to deposits of fields for which Escrow Holder has received express written direction from Purchaser (or Purchaser's Counsel) concerning investment or other handling, the parties hereto agree that the Escrow Holder shall be under no duty to invest or reinvest any deposits at any time held by it hereunder; and, further, that Escrow Holder may commingle such deposits with other deposits or with its own funds in the manner provided for the administration of funds under Section -3 of the Illinois Banking and Finance Act (I11. Rev. Stat. ch. 17, para. 1555) and may use any part or all such funds for its own benefit without obligation to any party for interest or earnings derived thereby, if any, provided, however, nothing herein shall diminish Escrow Holder's obligation to apply the fully amount of the deposits in accordance with the terns of this Earnest Money Escrow Agreement. 3 Any order, judgment or decree requiring the Escrow Holder to disburse the Earnest Money shall not be binding upon Purchaser or Seller as to the ultimate disposition of the Earnest Money unless and until a final, non -appealable order, judgment or decree is entered by a court having jurisdiction thereof. MRICHMOND/434259.3 B-3 K This Earnest Money Escrow Agreement and all provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives; successors and permitted assigns. FOR SELLER: Attorney for Seller FOR PURCHASER: Attorney for Purchaser Accepted this day of 200_ Escrow Holder LIZ Name: Title: MRICHMO mras4259.s B-4 Schedule 1 CERTIFICATION The undersigned hereby certifies to , as Escrow Holder under that certain Eai nest Money Escrow Agreement dated , 200_, Escrow Trust No. , that the undersigned has elected to terminate that certain Vacant Land Purchase Agreement dated 200_ by and between the undersigned, as Purchaser, and , as Seller, pursuant to Paragraph 3(b) of said Agreement. Name: Title: MR[CHMONDf434259.3 B-5 J Q Cf) 01 W E O L � O Li— CL to W i Z m W O T- 0 O ZZ F_ W ``" � O OO Z v n 5 W W Z - U) o W Z 0 0 Submitted Approved/Passed RETURN WITH BID STATE OF ILLINOIS Elk Grove Village (Insert name of City, Village, Town or Road District) ESTIMATE OF COST. SPECIFICATIONS. PLANS, MATERIAL PROPOSAL, CONTRACT PROPOSAL, CONTRACT AND CONTRACT BOND. (Strike out that which is not applicable) FOR THE IMPROVEMENT JF STREET NAME OR ROUTE NO. Dierking Terrace SECTION NO. TYPE OF FUNDS Local TO BE CONSTRUCTED UNDER THE PROVISIONS OF THE ILLINOIS HIGHWAY CODE APPROVED DEPARTMENT OF TRANSPORTATION Highway Commissioner/Mayor/President of Board of Trustees For County and Road District Projects Only I Date Submitted/Approved District Engineer County Engineer/Superintendent of Highways 494-0328 BLR 5701 (Rev. 4/2000) Illinois Department of Transportation Route RETURN WITH BID Municipality Rd. Dist./Twnshp County Section Time and Place of Opening of Bids Notice to Bidders Dierking Terrace Elk Grove Villaqe Cook Sealed proposals for the improvement described below will be received at the office of Elk Grove Village Department of Engineering and Community Development, 901 Wellington Avenue, Elk Grove Village Illinois (address} until o'clock M., (date) at o'clock M., Proposals will be opened and read publicly at the office of Elk Grove Village Dept. of (date) Engineering and Community Development, 901 Wellington Avenue, Elk Grove Village, Illinois 60007 (address) Description of Work Name Dierkinci Terrace Location Between Landmeier Road and Vera Lane Length 1499.94 FT( 0.28 miles) Proposed Improvement Reconstruction of Dierking Terrace with curb and gutter, sidewalk, new sewer laterals, and other appurtenant work necessary to complete the project. Bidders Instructions 1. Plans and proposal forms will be available in the office of Elk Grove Village Dept. of Engineering and Community Development upon presentation of a Certificate of Eligibility with the Illinois Dept. of Transportation. A non-refundable charge of $25.00 will be made for each proposal. 2. All proposals must be accompanied by a proposal guaranty as provided in Article 102.09 of the "Standard Specifications for Road and Bridge Construction," prepared by the Department of Transportation. 3. The awarding authority reserves the right to waive technicalities and to reject any or all proposals as provided in Article 102.08 of the "Standard Specifications for Road and Bridge Construction," prepared by the Department of Transportation. 4. Bidders need not return the entire contract proposal when bids are submitted. Portions of the proposal that must be returned include the following: a. BLR 5701 - Contract Cover b. BLR 5704 - Notice to Bidders c. BLR 5705 - Contract Proposal d. BLR 5706 - Contract Schedule of Prices (if needed) e. BLR 5707 - Contract Schedule of Prices and Signatures f . BLR 5708 - Proposal Bid Bond (if required) By Order of Elk Grove Village (Awarding Authority) Alan J. Boffice, P.E., Director County Engineer/County Superintendent of Highways/Municipal Clerk Note: All proposal documents, including Proposal Guaranty Checks or Proposal Bid Bonds, should be stapled together to prevent loss when bids are processed. BLR 5704 (Rev. 412000) DIERKING TERRACE IMPROVEMENT LIST OF ATTACHMENTS SPECIAL PROVISIONS BLR FORM 5709 - NOTICE TO BIDDERS AGGREGATE FOR TEMPORARY ACCESS TRAFFIC CONTROL AND PROTECTION SUPPLEMENTAL SPECIFICATIONS AND RECURRING SPECIAL PROVISIONS HIGHWAY STANDARD DRAWINGS 280001 TEMPORARY EROSION CONTROL SYSTEMS 602001 CATCH BASIN TYPE A 602301 INLET - TYPE A 602601 PRECAST REINFORCED CONCRETE FLAT SLAB TOP 604001 FRAME AND LIDS TYPE 1 606001 CONCRETE CURB TYPE B AND COMBINATION CONCRETE CURB AND GUTTER 702001 TRAFFIC CONTROL DEVICES PROPOSAL DOCUMENTS BLR FORM 5705 - PROPOSAL BLR FORM 5706 - SCHEDULE OF PRICES BLR FORM 5707 - SCHEDULE OF PRICES BLR FORM 5708 - LOCAL AGENCY PROPOSAL BID BOND BC 57 - AFFADAVIT OF AVAILABILITY Lake Gas Works TOC -1 ROR/RAP Illinois Department of Transportation Special Provisions The following Special Provisions supplement the "Standard Specifications for Road and Bridge Construction", Adopted January 1, 1997 , the latest edition of the "Manual on Uniform Traffic Control Devices for Streets and Highways", and the "Manual of Test Procedures of Materials" in effect on the date of invitation of bids, and the Supplemental Specifications and Recurring Special Provisions indicated on the Check Sheet included here in which apply to and govern the construction of Dierking Terrace , and in case of conflict with any part, or parts, of said Specifications, the said Special Provisions shall take precedence and shall govern. -1- BLR 5709 (Rev. 412000) AGGREGATE FOR TEMPORARY ACCESS A. Description This item shall include all materials, labor and equipment necessary to construct and remove temporary access driveways in accordance with Section 402 of the Standard Specifications for Road and Bridge Construction (current edition) and the details in the plans except as here in specified. B. General The contractor shall provide temporary access to existing driveways at locations indicated by the Engineer. C. Payment This work shall be paid for at the contract unit price per ton for AGGREGATE FOR TEMPORARY ACCESS which price shall be payment in full for all materials, labor and equipment necessary to perform the work as here in specified. TRAFFIC CONTROL AND PROTECTION A. Description This work shall consist of furnishing, installation, maintenance, relocation and removal of all signs, signals, pavement markings, traffic cones, barricades, warning lights, arrow boards, flagmen and other traffic control devices which are4 used for the purpose of regulating, warning, protecting or directing traffic during the construction or maintenance of the improvement and shall follow all the requirements of Section 700 of the Standard Specification. B. Materials Materials shall meet the requirements of the applicable articles of Section 1084 and 1095 of the Standard Specifications. C. General Traffic control and protection shall be used as shown on the Plans, details within the specifications, or as directed by the Engineer prior to the commencement of construction. Work shall not begin until all required traffic control devices are in place. Lane closures on Village streets require the use of a flashing arrow board only if directed by the Engineer. All open excavation shall be completely closed with snow safety fencing at the end of each workday as directed by the Engineer. No streets within the Village shall be closed to traffic without the approval of the Engineer and notification of the proper authorities. All roads that are closed shall have "Road Closed to Thru Traffic" signs installed at each end of the of the work zone in addition to all other required signing. When traffic is restricted to one lane of traffic, traffic shall be maintained in the northbound direction and "One Way" signs shall be posted at all crossroads. D. Construction Signing The contractor shall construct, install, and maintain all construction signs throughout the duration of the contract. No work shall commence until all required traffic control devices and construction signing are in place. Traffic cones shall be allowed for daytime use only. E. Payment The cost of furnishing and maintaining all traffic control and protection devices, including project signs will be paid at the contract lump sum price for TRAFFIC CONTROL AND PROTECTION, which shall include all equipment, labor and materials required to complete the work as specified. U) z V V u V W a Cf) J Q Z W 2W J a a U) D Z a CHECK SHEET FOR SUPPLEMENTAL SPECIFICATIONS AND RECURRING SPECIAL PROVISIONS Adopted January 1, 2001 This sheet contains a listing of SUPPLEMENTAL SPECIFICATIONS, frequently used RECURRING SPECIAL PROVISIONS and LOCAL AGENCY SPECIAL PROVISIONS. ERRATA Standard Specifications for Road and Bridge Construction (Adopt. 1-1-1997) (Rev. 1-1-2001) SUPPLEMENTAL SPECIFICATIONS Std. Spec. Sec. Page No. 102 Bidding Requirements and Conditions ..................................... I ......... 1 103 Award and Execution of Contract ............................... .................. 2 104 Scope of Work ................ ...... ......... ............... I .............. ... 3 107 Legal Regulations and Responsibility to Public ........................................ 4 108 Prosecution and Progress .............. ......... I ........ ..................... 6 109 Measurement and Payment ............................................ 7 202 Earth and Rock Excavation...................................................... 9 251 Mulch....................................................................... 10 252 Sodding.............................................................. 11 253 Planting Woody Plants ............................. I........................... 12 280 Temporary Erosion Control .............................. I........................ 13 281 Riprap...................................................................... 15 311 Granular Subbase .................................................. I......... 16 312 Stabilized Subbase . ................................ I.......................... 17 355 Bituminous Base Course ............................ I........................... 18 402 Aggregate Surface Course ....................................................... 19 403 Bituminous Surface Treatment (Class A-1, A-2, A-3) ......................... I .......... 20 404 Bituminous Surface Road Mix (Class B) ............................................. 21 405 Bituminous Surface Plant Mix (Class B) ............................................. 22 406 Bituminous Concrete Binder and Surface Course Class I ............................... 23 420 Portland Cement Concrete Pavement .............................................. 25 442 Pavement Patching .............................................. I............. 26 445 Open Graded Asphalt Friction Course .......................... .......... I......... 28 481 Aggregate Shoulders........................................................... 29 483 Portland Cement Concrete Shoulders ............................................... 30 501 Removal of Existing Structures .......................... I ......................... 31 502 Excavation for Structures........................................................ 32 503 Concrete Structures............................................................ 33 505 Steel Structures ......................... ......... I............................ 35 506 Cleaning and Painting .................. ...................... I................. 59 507 Timber Structures........................................................... 64 512 Piling....................................................................... 65 540 Box Culverts . ...................................... I.......................... 66 543 Insertion Lining of Pipe Culverts ................................................. 67 582 Bituminous Concrete Surfacing on Bridge Decks ...................................... 69 601 Pipe Drains, Underdrains and French Drains ........................................ 70 606 Concrete Gutter, Curb, Median, and Paved Ditch ..................................... 71 611 Treatment of Existing Field Tile Systems ............................................. 72 661 Bituminous Shoulder Curb ....................................................... 73 669 Removal and Disposal of Regulated Substances ...... I .............................. 74 701 Work Zone Traffic Control....................................................... 84 703 Work Zone Pavement Marking ................................................... 86 781 Raised Reflective Pavement Markers ............................................. . 87 783 Pavement Marking and Marker Removal ............................................ 88 810 Underground Raceways........................................................ 89 813 Junction and Pull Boxes ........................................................ 90 814 Handhole .................................................................... 91 851. • Paint Existing Traffic Signal Equipment ................................ I ............ 92 SUPPLEMENTAL SPECIFICATIONS (CONTINUEDI Std. Spec. Sec. 865 Breakaway Devices ................................ ............................ 1001 Portland Cement or Blended Hydraulic Cement ...................................... . 1003 Fine Aggregates ............................... ......... I ..... .............. 1004 Coarse Aggregate ............................................................ 1005 Stone, Concrete Blocks and Broken Concrete for Erosion Protection, Sediment Control, and Rockfill 1006 Metals........................................................... I.......... 1009 Bituminous Materials.......................................................... 1020 Portland Cement Concrete ..................................... I................ 1040 Drain Pipe, Tile, Tubing, Drainage Mat, and Wall Drain .... I ........................... . 1050 Poured Joint Sealers........................................................... 1052 Neoprene Expansion Joint ....................................................... 1060 Waterproofing Materials...................................................... . 1061 Waterproofing Membrane System ................................................. . 1062 Reflective Crack Control System ................................................. . 1080 Fabric Materials............................................................... 1081 Materials For Planting......................................................... . 1085 Electric Materials ................................................................ 1090 Sign Base.................................................................. 1091 Sign Face................................................................... 1095 Pavement Markings............................................................ 1096 Pavement Markers ............... . ........................................... 1101 General Equipment........................................................ 1103 Portland Cement Concrete Equipment ............................................ . Page No. 93 94 95 97 98 99 100 103 105 107 108 109 110 111 112 113 116 117 118 119 120 121 122 The following RECURRING SPECIAL PROVISIONS and RECURRING LOCAL ROADS AND STREETS SPECIAL PROVISION indicated by an "X" are applicable to this contract and are included by reference: CHECK SHEET PAGE NO. 1 R.R. Protection Liability Form (Eff. 6-10-58) (Rev. 9-29-67)................................................................... 123 2 State Required Contract Provisions All Federal - aid Construction Contracts (Eff. 2-1-69) (Rev. 10-1-83) 134 3 Specific Equal Employment Opportunity Responsibilities NonFederal - aid Contracts (Eff. 3-20-69) (Rev. 1-1-94) 136 4 Required Provisions - State Contracts (Eff. 4-1-65) (Rev. 4-1-93)........................................................... 140 5 Asphalt Quantities and Cost Reviews (Eff. 7-1-88)................................................................................... 143 6 Subletting of Contracts (Federal -aid Contracts) (Eff. 1-1-88) (Rev. 5-1-93) ............................................ 144 7 National Pollutant Discharge Elimination System Permit (Eff. 7-1-94) ...................................................... 145 8 Grading and Shaping Ditches (Eff. 5-1-93)............................................................................................... 146 9 Earthwork (Eff. 7-1-94) (Rev. 2-1-95)....................................................................................................... 147 10 Construction Layout Stakes Except for Bridges (Eff. 1-1-99) (Rev. 7-1-99) ........... ..................... ........ I.... 148 11 Construction Layout Stakes (Eff. 5-1-93) (Rev. 8-1-93)......................................................................... 150 12 Controlled Low- Strength Material (CLSM) (Eff. 1-1-90) (Rev. 1-1-00) .................................................... 152 13 Use of Geotextile Fabric for Railroad Crossing (Eff. 1-1-95) (Rev. 1-1-97) ................................................. 155 14 Erosion Control Fiber Blanket (Eff. 3-1-91) (Rev. 7-1-96)......................................................................... 156 15 Bituminous Surface Removal (Coldmilling) (Eff. 11-1-87) (Rev. 10-15-97) ................................................. 158 16 Bituminous Surface Treatments Half - Smart (Eff. 7-1-93) (Rev. 1-1-97) ................................................. 160 17 Subsealing of Concrete Pavements (Eff. 11-1-84) (Rev. 2-1-95)........................................................... 164 18 Asphaltic Emulsion Slurry Seal and Fibrated Asphaltic Emulsion Slurry Seal (Eff. 8-1-89) (Rev. 02-01-97) ............... 166 19 Polymer Modified Emulsified Asphalt (Eff. 5-15-89) ................................ 171 20 Reserved................................................................................................................................................... 173 21 Reserved.................................................................................................................................................. 173 22 Reserved........................................................................................................... .......... ............................. 173 23 Patching with Bituminous Overlay Removal (Eff. 10-1-95) (Rev. 7-1-99) ................................................. 174 24 Haul Road Stream Crossings, Other Temporary Stream Crossings, and In -Stream Work Pads ........... I........ 175 (Eff. 1-2-92) (Rev. 1-1-98) 25 Protective Shield System (Eff. 4-1-95) (Rev. 8-1-95)............................................................................... 176 26 Pipe Underdrains (Eff. 9-9-87) (Rev. 1-1-98)......................................................................................... 177 27 Reserved.............. 1. ............... ............................................................................................................................ . 178 28 Reserved...................................................... .... ..................................................................................... 178 29 Traffic Barrier Terminal Type 3B (QuadGuard) (Eff. 10-1-86) (Rev. 10-15-97) ........................................... 179 30 Reserved ....................... ............................................................................... I........................... 180 31 Give em a Brake Sign (Eff. 8-1-89) (Rev. 08-1-91)................................................................................... 181 32 Portable Changeable Message Signs (Eff. 11-1-93) (Rev. 2 -1 -96) .......................................................... 182 33 Reserved................................................................................................................................................... 183 34 . Aggregate Gradation Control System (Eff. 7-1-95) ..................................................... ............................ 184 35 Traffic Barrier Terminal Type 3 or 3A (Eff. 10-1-96)................................................................................... 185 36 Bicycle Racks (Eff. 4-1-94) (Rev. 1-1-97)..................................................................................................... 186 37 Reserved...................................................................................................................................... 188 38 Guardrail and Barrier Wall Delineation (Eff. 12-15-93) (Rev. 1 -1-97) ........................................................ 189 39 Reserved...................................................................................................................................... 192 40 Epoxy Coating on Reinforcement (Eff. 4-1-97) (Rev. 7-15-97).................................................................. 193 41 Resurfacing of Milled Surfaces (Eff. 10-1-95).................................................................... ......................... 194 42 Reserved....................................................... .......... .................................................................................... 195 43 EEO (Eff. 7-21-78) (Rev. 11-18-80).......................................................................................................... 196 44 Corrosion Inhibitor (Eff. 3-1-90) (Rev. 7-1-99)............................................................................................. 203 45 Night Time Inspection of Roadway Lighting (Eff. 5-1-96)........................................................................ 204 46 PCC Partial Depth Bituminous Patching (Eff. 1-1-98)........................................................................... 205 47 Reserved................................................................ ............................. ........................................ 207 48 Reserved........................................................... .................. ........................................................ 207 49 Reserved..................................................................................................................................... 207 50 Quality Control/Quality Assurance of Bituminous Concrete Mixtures (Eff. 1-1-00) (Rev. 1-1-01) ...................... 208 51 Direction Indicator Barricades (Eff. 7-1-99).......................................................................................... 221 RECURRING LOCAL ROADS AND STREETS SPECIAL PROVISIONS LRS 1 Proposal Guaranty (Eff. 1-1-99)....................................................................................................... 223 LRS 2 Cooperation With Utilities (Eff. 1-1-99).............................................................................................. 224 LRS 3 Failure to Complete the Work on Tim (Eff. 1-1-99)............................................................................... 226 LRS 4 Employment Practices (Eff. 1-1-99) ..................... ........................ ................................................... 227 LRS 5 Wages of Employees on Public Works (Eff. 1-1-99) ........................................ ...................................... 228 LRS.6 Selection of Labor (Eff. 1-1-99)...................................................................................................... 229 LRS 7 Borrow Excavation (Eff. 1-1-99) ................................................... ................................................... 230 LRS 8 Bituminous Surface Treatments (Eff. 1-1-99)....................................................................................... 231 LRS 9 k Construction Zone Traffic Control (Eff. 1-1-99)................................................................................... 232 LRS 10 k Flaggers in Work Zones (Eff. 1-1-99)................................................................................................ 233 LRS 11 Reflective Sheeting Type C (Eff. 1-1-99).....................................................................:.................... 234 LRS 12 Construction and Maintenance Signs (Eff. 1-1-99)............................................................................... 235 t.91 r Y'1 i is I if r e O �1 L cm oa. 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SJ -U!w w S'1 (Z!, -9V . o m w C OSOI-0061 LO C Q -c v m C Or S 52E cr b _ a_ E n la7 CL ZZ r tZl-9) oos\r� tZl-97 00C -00Z a " - . os L o Z(90 m o Q c O x x d E a0 C C Q D r8 a x a N � H U o m r - O <v x a — m v ° m ` \a.mami OOL-OSZ of o' c . ) I J SZ9 �t t i aid t. SJ -U!w w S'1 tZl-f OOL� �— wl C Q V ct m w Q W CL r H N W Ci Q V CL Q co W a r t— tbZ, 009 tZll OOC cU <SJ SLI SZl II � m \ 'i Ob m - (Z!, -9V . o m w C OSOI-0061 LO C Q -c v T Or S 52E cr b _ a_ E n la7 CL ZZ r tZl-9) oos\r� tZl-97 00C -00Z 00£-OOZ . os L tZl-f OOL� �— wl C Q V ct m w Q W CL r H N W Ci Q V CL Q co W a r t— tbZ, 009 tZll OOC cU <SJ SLI SZl II � m \ 'i Ob m - tZb 9C) OSOI-006/ o m w C w -c C= c U S 52E cr m r a_ E n la7 CL ZZ r tZl-9) oos\r� o OOL-OOZ �9 tZl-f OOL� �— wl C Q V ct m w Q W CL r H N W Ci Q V CL Q co W a r t— tbZ, 009 tZll OOC cU <SJ SLI SZl II � m \ 'i Ob m - m c J w -c O a_ E O ZZ Et C U _- E N o U �:-, CQ . os L LL. Z(90 o Q c O - 006 d E C IUfC, lC) 4) SZ S1 SL OS (.9) U!w w g'l ca£az, 006-001 I ` l c OOl-SL(9)� I� OS � 001 U010� I Illinois Department of Transportation RETURN WITH BID 1. Proposal of for the improvement of the above section by the construction of Route Municipality Road Dist./Twnshp County Section Dierking Terrace Elk Grove Villa Cook Proposal Reconstruction of Dierking Terrace (from Landmeier Road to Vera Lane) with curb and gutter, sidewalk, new sewer laterals, and other appurtenant work necessary to complete the project. a total distance of 1,499.94 of which a Feet distance of 1,499.94 ( 0.28 ) are to be improved. Feet Miles 2. The plans for the proposed work are those prepared by Burns & McDonnell Engineering Co., Inc. and approved by the Department of Transportation on 3. The specifications referred to herein are those prepared by the Department of Transportation and designated as "Standard Specifications for Road and Bridge Construction" and the "Supplemental Specifications" there to, adopted and in effect on the date of invitation for bids. 4. The undersigned agrees to accept, as part of the contract, the applicable Special Provisions indicated on the "Check Sheet for Supplemental Specifications and Recurring Special Provisions" contained in this proposal. 5. The undersigned agrees to complete the work within working days or by unless additional time is granted in accordance with the specifications. 6. Accompanying this proposal is either a bid bond on Department form BLR 5708 or a proposal guaranty check, complying with the specifications, made payable to Elk Grove Village Treasurer of The amount of the check is 7. If this proposal is accepted and the undersigned fails to execute a contract and contract bond as required, it is hereby agreed that the Bid Bond or check shall be forfeited to the awarding authority. 8. Each pay item should have a unit price and a total price. 9. The unit price shall govern if no total price is shown or if there is a discrepancy between the product of the unit price multiplied by the quantity . Page 1 of 2 BLR 5705 (Rev. 512000) 10. If a unit price is omitted, the total price will be divided by the quantity in order to establish a unit price. 11. A bid will be declared unacceptable if neither a unit price nor a total price is shown. 12. The undersigned firm certifies that it has not been convicted of bribery or attempting to bribe an officer or employee of the State of Illinois, nor has the firm made an admission of guilt of such conduct which is a matter of record, nor has an official, agent, or employee of the firm committed bribery or attempted bribery on behalf of the firm and pursuant to the direction or authorization of a responsible official of the firm. The undersigned firm further certifies that it is not barred from contracting with any unit of State or local government as a result of a violation of State laws prohibiting bid -rigging or bid -rotating. Attach Cashier's Check or Certified Check Here In the event that one proposal guaranty check is intended to cover two or more proposals, the amount must be equal to the sum of the proposal guaranties which would be required for each individual proposal. If the proposal guaranty check is placed in another proposal; state below where it may be found: The proposal guaranty check will be found in the proposal for: Section No. 13. The undersigned submits herewith this schedule of prices covering the work to be performed under this contract: SCHEDULE OF PRICES (For complete information covering these items, see plans and specifications) Item No. Items Unit Quantity Unit Total Price SEE NEXT PAGE Page Total To Be Carried Forward Page 2 of 2 BLR 5705 (Rev. 5/2000) Illinois Department of Transportation rRETURN WITH BID Schedule of Prices Agency Elk Grove Village Section No. (For complete information covering these items, see plans and specifications) Item No. Items Unit Quantity Unit Total Price Carried Forward 1 EARTH EXCAVATION CY 2653 2 EMBANKMENT CY 96 3 BIT. CONCRETE SURFACE COURSE, MIX C, TON 410 4 BIT, CONCRETE BINDER COURSE, MIX B, TYPE 3 TON 385 5 BITUMINOUS BASE COURSE, 8" SY 4200 6 SUB -BASE GRANULAR MATERIAL, TYPE B CY 560 7 BITUMINOUS MATERIALS PRIME COAT GAL 2080 8 COMB. CONCRETE CURB AND GUTTER, TY, B-6.12 FT 3000 9 P.C.C. SIDEWALK, 8 INCH SF 1650 10 P.C.C. SIDEWALK, 5 INCH SF 6000 11 DRIVEWAY PAVEMENT REMOVAL SY 468 12 BITUMINOUS DRIVEWAY PAVEMENT SY 309 13 P.C.C. DRIVEWAY PAVEMENT — 5 INCH SY 159 14 STORM SEWER, TYPE 1 RCCP CL IV, 12" FT 118 15 STORM SEWER, TYPE 2, RCCP CL 111, 12" FT 134 16 CATCH BASIN TY. A, 4' DIA., TY. 1 FRAME OPEN LID EACH 11 17 INLET TY. A, TY. 1 FRAME OPEN LID EACH 6 18 REMOVING INLETS EACH 11 19 STORM SEWER REMOVAL, 12" FT 142 20 PIPE CULVERT REMOVAL FT 21 21 MANHOLES TO BE ADJUSTED EACH 3 22 VALVE VAULTS TO BE ADJUSTED EACH 2 23 FIRE HYDRANTS TO BE MOVED EACH 1 24 TRENCH BACKFILL CY 82 25 FURNISHING AND PLACING TOPSOIL, 4" SY 4000 26 SODDING SY 4000 27 INLET AND PIPE PROTECTION EACH 17 28 AGGREGATE FOR TEMPORARY ACCESS TON 200 29 TRAFFIC CONTROL AND PROTECTION LSUM 1 Page Total BLR 5706 (Rev. 4/2000) U00""W401 I Illinois Department of Transportation Schedule of Prices Agency Elk Grove Village RETURN WITH BID Section No. (For complete information covering these items, see plans and specifications) Item. Unit No. Items Unit Quantity Price Total Carried Forward Bidder's Proposal for making Entire Improvements. 14. The undersigned further agrees that if awarded the contract for the sections contained in the following combinations, he will perform the work in accordance with the requirements of each individual proposal for the multiple bid specified in the schedule below. Schedule of Multiple Bids Combina- tion Letter Sections Included in Combination Total (if an individual) (If a partnership) (If a corporation) Signature of Bidder Business Address Firm Name Signed By Business Address Insert Names and Addresses of All Partners Corporate Name Signed By Business Address President Insert Names of Secretary Officers Treasurer Attest: Secretary Page 2 of 2 President BLR 5707 (Rev. 4/2000) Illinois Department of Transportation RETURN WITH BID Local Agency Proposal Bid Bond Route Dierking Terrace County Cook Local Agency Elk Grove Village Section PAPER BID BOND WE as PRINCIPAL. and as SURETY. are held jointly, severally and firmly bound unto the above Local Agency (hereafter referred to as "LA") in the penal sum of 5% of the total bid price, or for the amount specified in the proposal documents in effect on the date of invitation for bids whichever is the lesser sum. We bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly pay to the LA this sum under the conditions of this instrument. WHEREAS THE CONDITION OF THE FOREGOING OBLIGATION IS SUCH that, the said PRINCIPAL is submitting a written proposal to the LA acting through its awarding authority for the construction of the work designated as the above section. THEREFORE if the proposal is accepted and a contract awarded to the PRINCIPAL by the LA for the above designated section and the PRINCIPAL shall within fifteen (15) days after award enter into a formal contract, furnish surety guaranteeing the faithful performance of the work, and furnish evidence of the required insurance coverage, all as provided in the "Standard Specifications for Road and Bridge Construction" and applicable Supplemental Specifications, then this obligation shall become void: otherwise it shall remain in full force and effect. IN THE EVENT the LA determines the PRINCIPAL has failed to enter into a formal contract in compliance with any requirements set forth in the preceding paragraph, then the LA acting through its awarding authority shall immediately be entitled to recover the full penal sum set out above, together with all court costs, all attorney fees, and any other expense of recovery. IN TESTIMONY WHEREOF, the said PRINCIPAL and the said SURETY have caused this instrument to be signed by their respective officers this day of Principal (Comoanv Name) By: By: (Signature and Title) (Company Name) (Signature and Title) (If PRINCIPLE is a joint venture of two or more contractors, the company names, and authorized signatures of each contractor must be affixed.) Surety By: (Name of Surety) (Signature of Attorney -in -Fact) STATE OF ILLINOIS, COUNTY OF I , a Notary Public in and for said county, do hereby certify that { Insert names of individuals signing on behalf of PRINCIPAL & SURETY) who are each personally known to me to be the same persons whose names are subscribed to the foregoing instrument on behalf of PRINCIPAL and SURETY, appeared before me this day in person and acknowledged respectively, that they signed and delivered said instruments as their free and voluntary act for the uses and purposes therein set forth. Given under my hand and notarial seal this day of My commission expires ELECTRONIC BID BOND (Notary Public) ❑ Electronic bid bond is allowed (box must be checked by LA if electronic bid bond is allowed) The Principal may submit an electronic bid bond, in lieu of completing the above section of the Proposal Bid Bond Form. By providing an electronic bid bond ID code and signing below, the Principal is ensuring the identified electronic bid bond has been executed and the Principal and Surety are firmly bound unto the LA under the conditions of the bid bond as shown above. (If PRINCIPAL is a joint venture of two or more contractors, an electronic bid bond ID code, company/Bidder name title and date must be affixed for each contractor in the venture.) Electronic Bid Bond 10 Code (Company/Bidder Name) (Signature and Title) Date BLR 5708 (Rev. 3/01) Affidavit of Availabil For the Letting of Bureau of Construction 2300 South Dirksen Parkway/Room 322 Instructions: Complete this form by either typing or using black ink. "Authorization to Bid" will not be issued Springfield, Illinois 62764 unless both sides of this form are completed in detail. Use additional forms as needed to list all work. Part I. Work Under Contract List below all work you have under contract as either a prime contractor or a subcontractor. It is required to include all pending low bids not yet awarded or rejected. In a joint venture, list only that portion of the work which is the responsibility of your company. The uncompleted dollar value is to be based upon the most recent engineer's or owners estimate, and must include work subcontracted to others. If no work is contracted, show NONE. 1 1 2 1 3 1 4 1 Awards Pendinq County and Section Number Contract With Estimated Completion Date Total Contract PriceI I I I I I Accumulated ' Totals Uncompleted Dollar Value if Firm is Uncompleted Dollar Value if Firm is Total Value of All Work Part II. Awards Pending and Uncompleted Work to be done with your own forces. List below the uncompleted dollar value of work for each contract and awards pending to be completed with your own forces. All workl Accumulated subcontracted to others will be listed on the reverse of this form. In a joint venture, list only that portion of the work to be done by your Totals company. If no work is contracted, show NONE. Nsclosure of this information is REQUIRED to accomplish the statutory purpose as outlined in the "Illinois Procurement Code". Failure to comply will result in Ion -issuance of an "Authorization To Bid." This form has been approved by the State Forms Management Center. L494-0393 BC 57 (Rev. 12199) Earthwork Portland Cement Concrete Paving Bituminous Plant Mix Bituminous Aggregate Mixture Miscellaneous Bituminous Paving Clean & Seal Cracks/Joints Aggregate Bases & Surfaces Highway, R.R. and Waterway Structures Drainage Electrical Cover and Seal Coats Miscellaneous Concrete Construction Landscaping Fencing Guardrail Painting Signing Fabrication Building Construction Other Construction (List) Totals Nsclosure of this information is REQUIRED to accomplish the statutory purpose as outlined in the "Illinois Procurement Code". Failure to comply will result in Ion -issuance of an "Authorization To Bid." This form has been approved by the State Forms Management Center. L494-0393 BC 57 (Rev. 12199) Part 111. Work Subcontracted to Others. For each contract described in Part I, list all the work you have subcontracted to others. I, being duly worn, do hereby declare that this affidavit is a true and correct statement relating to ALL uncompleted contracts of the undersigned for Federal, State, County, City and private work, including ALL subcontract work, ALL pending low bids not yet awarded or rejected and ALL estimated completion dates. Subscribed and sworn to before me this day of Type or Print Name Officer or Director Title Notary Public My commission expires (Notary Seal) Signed Company Address 1 2 3 4 Awards Pending Subcontractor Type of Work Subcontract Price Amount Uncompleted Subcontractor Type of Work Subcontract Price Amount Uncom leted Subcontractor Type of Work Subcontract Price Amount Uncompleted Subcontractor Type of Work Subcontract Price Amount Uncompleted Subcontractor Type of Work Subcontract Price Amount Uncompleted Total Uncompleted $0.00 $0.00 $0.00 $0.00 $0.00 I, being duly worn, do hereby declare that this affidavit is a true and correct statement relating to ALL uncompleted contracts of the undersigned for Federal, State, County, City and private work, including ALL subcontract work, ALL pending low bids not yet awarded or rejected and ALL estimated completion dates. Subscribed and sworn to before me this day of Type or Print Name Officer or Director Title Notary Public My commission expires (Notary Seal) Signed Company Address EXHIBIT D PERMITTED EXCEPTIONS No Permitted Exceptions MRICHMOND/434259.3 D-1 EXHIBIT E AGREEMENTS WITH THIRD PARTIES None MRICHMOND/434259.3 E-1 EXHIBIT F (Individual) CERTIFICATION OF NON -FOREIGN STATUS Section 1445 of the Internal Revenue Code provides that a transferee (Purchaser) of a U.S. real property interest must withhold tax if the transferor (Seller) is a foreign person. To inform the transferee (Purchaser) that withholding of tax is not required upon lny disposition of a U.S. real property interest, 1, hereby certify the following: 1. I am not a nonresident alien for purposes of U.S. income taxation; 2. My U.S. taxpayer identifying number (Social Security number) is and 3. My home address is I understand that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement I have made here could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete. DATED: , 200_. G:data/wpdocs/clients/5acresDierkingTerraceEGV/VacantLandPurchaseAgreement-3.7.03.doc EXHIBIT G (Corporation or other entity) CERTIFICATION OF NON -FOREIGN STATUS Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by , the undersigned hereby certifies the following on behalf of: 1. is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 2. 's U.S. employer identification number is ; and 3. is office address is 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. Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I farther declare that I have authority to sign this document on behalf of DATED: .200 . a Its: MRICHMONll/434259.3 G-1 EXHIBIT H REQUEST FOR DETERMINATION Re: Request for Determination as to Seller's Assessed but Unpaid Tax Liability Under the Illinois Income Tax Act and the Retailer's Occupation Tax Act Dear Please be advised that our law fain has been retained to represent the Purchaser (as defined in Schedule 1 attached hereto) in connection with the purchase of the interests of Seller (as defined in said Schedule 1 attached hereto) in that certain real estate pursuant to that certain Agreement of Purchase and Sale of Partnership Interests, a copy of which is attached hereto as Exhibit "A". Pursuant to the requirements under Section 9-902(d) of the Illinois Income Tax Act and Section 4440) of the Retailer's Occupation Tax Act, as amended, we hereby request, on behalf of the Purchaser, that a determination be made as to the Seller's assessed, but unpaid, tax liability, if any, under the Illinois Income Act and the Retailer's Occupation Tax for the purpose of determining the amount, if any, which the Purchaser is required to withhold fiom the purchase price to cover such tax liability. Infonnation regarding the transaction, including, without limitation, the identities and addresses of the parties can be found in the Vacant Land Purchase Agreement and in Schedule 1, both of which are attached hereto. In the event that additional information is needed in order to complete your determination, please do not hesitate to call the undersigned. Furthermore, if a determination is made, please forward the same to the undersigned. Very truly yours, Enclosures Schedule 1 TRANSACTION INFORMATION 1) Name and Address of each Seller: 2) Each Seller's U.S. Taxpayer Identification Number or U.S. Employer identification Number, whichever is applicable: 3) Name and Address of Purchaser: 4) The Closing Date: EXHIBIT I NOTICE OF SALE Purchasers Report of the Sale of Sellers Real Property Pursuant to the requirements under Section 9-902(d) of the Illinois Income Tax Act and Section 4446) of the Retailer's Occupation Tax Act, ("Purchaser") reports the following information regarding the sale of certain interests of and (collectively "Seller") in certain real property owned by 1. Name and Address of each Seller 2. Name and Address of Purchaser: 3. Date of Sale or Transfer: Additionally, a copy of the sales contract and any and all financing agreements are attached, indicating (i) a description of the property; (ii) the amount of the purchase price (or a statement of other consideration for the sale or transfer); and (iii) the terms for payment of the purchase price. Purchaser has not made, and does not by this report make, any detennination as to whether the sale involves a major part of Seller's real property or as to whether the sale is outside the usual course of Seller's business. Respectfully submitted: Purchaser MRICHMOND/434259.3 I-1