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HomeMy WebLinkAboutRESOLUTION - 27-18 - 5/22/2018 - agreement Elk Grove Township 600 LandmeierRESOLUTION NO.27-18 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A POST -CLOSING USE AND OCCUPANCY AGREEMENT BETWEEN ELK GROVE TOWNSHIP AND THE VILLAGE OF ELK GROVE VILLAGE NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached document marked: POST -CLOSING USE AND OCCUPANCY AGREEMENT BETWEEN ELK GROVE TOWNSHIP AND THE VILLAGE OF ELK GROVE VILLAGE a copy of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is authorized to attest said document upon the signature of the Mayor. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES:6 NAYS:0 ABSENT:0 PASSED this 22°d day of May 2018. APPROVED this 22°d day of May 2018. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Loretta M. Murphy, Village Clerk POST -CLOSING USE AND OCCUPANCY AGREEMENT Village: Village of Elk Grove Village Attn: Matthew Roan, Deputy Village Manager 901 Wellington Avenue, Elk Grove Village, IL 60007 Township: Elk Gove Township Attn: Paul Pioch, Towship Administrator 2400 S. Arlington Heights Road, Arlington Heights, IL 60005 Property: 600 Landmeier Road, Elk Grove Village, Illinois 60007 Closing Date: , 2018 WHEREAS, the above -captioned Village, a Municipal Corporation, and the above - captioned Township, a Political Unit of Government, are Parties to that certain Intergovernmental Agreement calling for the transfer and exchange of parcels of real estate between said Parties dated A7Q!d oZg_ , 2018 ("the IGA"), which provides for, in part, the conveyance of the above captioned Property from the Village to the Township; and WHEREAS, the Village desires to remain in possession of the Property for a period of time after the closing date and the Township is willing to permit the Village to remain in possession of the Property, including but not limited to, all buildings and structures currently located on the Property, on the hereafter stated terms, and in return for the considerations noted below. NOW, THEREFORE, the Parties mutually agree as follows: 1. The Village shall be allowed to retain sole and exclusive possession of the Property until February 1, 2019, at 11:59 P.M. ("the Possession Date"). In the event the Village desires to deliver possession of the Property to the Township prior to the Possession Date, the Village shall give not less than ten (10) days' notice. Notwithstanding anything contained herein to the contrary, from the Closing Date through the Possession Date (or the date on which possession of the Property is delivered to the Township if sooner), the Village agrees to permit the Township and any authorized representatives of the Township to enter the Property (and the building located thereon) upon at least twenty-four (24) hours' prior written notice (except in case of emergency for which no notice shall be required) and during normal business hours for the purpose of inspecting the Property and the improvements therein. 2. On the Closing Date, the Village shall deposit in escrow with William J. Payne, Attorney, as "Escrowee", the sum of Twenty Five Thousand ($25,000.00) Dollars. If possession of the Property (in the condition required by the terms of this Agreement) has not been delivered by the Village to the Township on or before the Possession Date, then from and after the Possession Date, the Escrowee shall pay to the Township from the escrowed funds the sum of $278.00 for each day that possession has not been so delivered to the Township, and the Village shall continue to be liable to the Township for such daily rate of $278.00 for each day that possession 114898881.3 of the Property is withheld from the Township and until such time as possession of the Property is delivered to the Township, even after all of the escrowed funds may have been entirely paid to the Township, without prejudice to any other rights or remedies available to the Township. Payments from Escrowee to the Township shall be made on a weekly basis in arrears. Any balance of such escrowed funds held by Escrowee following the date on which the Village delivers possession of the Property to the Township (in the condition required by the terms of this Agreement) shall be returned to the Village. Notwithstanding the foregoing, in the event that possession of the Property has not been delivered by the Village to the Township on or before June 30, 2019, then, without limiting any of the Township's rights in connection with the Village occupying the Property after the Possession Date, the daily rate set forth above shall increase to $333.33 for each day that possession of the Property is withheld from the Township and until such time as possession of the Property is delivered to the Township, and the Village shall pay the Township for all damages, consequential as well as direct, sustained by reason of the retention of possession by the Village. 3. The use and occupancy of the Property after the Closing Date shall be at the Village's own risk and the Village agrees to indemnify, save and hold the Township harmless from and against any and all damages, loss, expenses, costs, claims or demands of any nature (including reasonable attorneys' fees) arising out of or related to the use and occupancy of the Property by the Village subsequent to the Closing Date. The Village shall retain full contents and liability insurance coverage on the Property through the actual date possession of the Property is delivered to the Township regardless of the stated Possession Date. Such insurance shall name the Township as additional insured or loss payee (as appropriate). All personal property kept in the Property by the Village shall be at the Village's sole risk and the Township shall not be responsible or liable for any loss or damage thereto, or any theft thereof. The Village shall provide proof of its insurance being in effect on the Closing Date. In addition to the insurance coverages provided above, the Village shall maintain an All - Risk Insurance or Special Causes of Loss Form policy covering the Property and all improvements located therein (including the building located therein) in an amount of one hundred percent (100%) of the replacement value of such improvements, and with such deductible as a reasonably prudent owner of similarly located commercial properties would consider appropriate. This insurance may be included under a blanket policy inclusive of the contents insurance coverage described above, and shall (A) name the Township as the insured (or additional insured if included under a blanket policy); (B) provide that no act of the Village shall impede the right of the Township to receive and collect the insurance proceeds; and (C) provide that the right of the Township to the insurance proceeds in the event of covered loss to the Property shall not be diminished because of any insurance carried by the Village for the Village's own account. Notwithstanding that the Village may be a named insured with respect to such insurance policy covering the Property and all improvements thereon, the Village acknowledges that it has no right to receive any proceeds from such insurance policy (except to the extent that the Village's personal property is insured by the same policy, and then only to the extent of proceeds attributable to the Village's personal property). 4. The Village remains responsible for the full payment of the cost of all utility services furnished to the Property through the actual date the Village delivers possession to the Township. The Village shall keep all utilities in the Village's name through the date of possession. 2 114898881.3 5. From the Closing Date through the date on which possession of the Property is delivered to the Township, the Village shall maintain the Property and all improvements therein in good condition and repair. During such time, the Township shall have no obligation to perform any maintenance or make any repairs or replacements, unless such repairs or replacements are necessitated by the negligence or willful misconduct of the Township or its authorized representatives. Additionally during such time, the Village shall make no alterations to the Property or the improvements therein, other than minor, cosmetic alterations, without first obtaining the prior approval of the Township. 6. The escrow funds shall also stand as a damage deposit to guarantee the obligations of the Village pursuant to the relevant provisions of this Agreement and the IGA with respect to the condition in which the Village is to deliver the Property to the Township (although the escrow funds shall not be deemed a limitation on the damages recoverable by the Township; and in the event there are insufficient escrowed funds to reimburse the Township for non-performance of any of the Village's obligations, the Village shall pay any shortfall upon demand). In addition to the Township's right to inspect the Property prior to the Closing Date, the Township shall have the right to inspect the Property at the time possession thereof is delivered to the Township. The escrow funds shall not be released to the Village until such time as the Township has verified that possession of the Property has been delivered to the Township in broom clean condition with all personal property and debris removed, and all fixtures left in place, and otherwise in accordance with the terms of this Agreement. Additionally, the parties acknowledge that the Property includes certain partially enclosed structures near the rear of the Property which the Village uses to store materials such as salt, sand and other materials. Prior to the time possession of the Property is delivered to the Township, the Village shall remove the contents of such structures from the Property, unless the Township notifies the Village that the Township desires for all or a portion of such materials to remain. Township shall have the right to go through the Property prior to delivery of possession to ensure the Village's compliance with the foregoing. 7. This Agreement shall not be interpreted as a lease in favor of the Village as a tenant, but constitute a license to remain in use and occupancy of the Property as provided for herein. No landlord -tenant relationship has been created hereby which would give rise to any obligation of the buyer to give the Seller any notice under the Forcible Entry and Detainer Act. [END OF TEXT; SIGNATURE PAGE FOLLOWS] 114898881.3 IN WITNESS WHEREOF, the Parties have executed this Agreement this day of , 2018. Crai B. Johnson, Mayor Loretta M. Murphy, Village Clerk William J. Payne, Escrowee 0 114898881.3 Michael Sweeney, Township Supervisor George Busse, Township Clerk ESCROWEE DIRECTION (to be delivered by the Township following delivery of possession of the Property in accordance with the terms of the foregoing Agreement) The Township hereby acknowledges receipt of possession of the Property in a timely fashion and in accordance with the requirements of the IGA and this Agreement, and authorizes the Escrowee to disburse the escrow funds to the Village. Dated: .2019 Michael Sweeney, Township Supervisor 114898881.3