HomeMy WebLinkAboutRes 40-99 08/17/1999 kad
8/12/99
RESOLUTION NO. 40-~
a RESOLUTION AUTHORIZING EXECUTION OF AN OPTION AGREEMENT BETWEEN THE
VILLAGE OF MOUNT PROSPECT AND NORWOOD CONTRUCTION, INC. FOR THE
OPTION TO PURCHASE CERTAIN VILLAGE PROPERTY AT
117 SOUTH MAIN STREET
WHEREAS, The Village of Mount Prospect has established a Tax Increment Financing District
for the purpose of redeveloping the downtown district; and
WHEREAS, in order to implement the best plan for the redevelopment area, the Village of
Mount Prospect has entered into an Agreement with Non/toDd Construction, Inc.; and
WHEREAS, Non~/ood Construction, Inc. has expressed a desire to purchase certain Village
property if particular conditions are satisfied; and
WHEREAS, the Village is willing to permit Norwood to have the first opportunity to purchase the
property.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF
THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS:
SECTION ONE: That the Mayor and Board of Trustees do hereby authorize execution of an
Option Agreement between the Village of Mount Prospect and Norwood Construction, Inc. for
the purchase of property at 117 South Main Street in the Village of Mount Prospect, a copy of
which Option Agreement is attached hereto and hereby made a part of hereof as Exhibit "A".
SECTION TWO: That this Resolution shall be in full force and effect from and after its passage
and approval in the manner provided by law.
AYES: Corcoran, Hoefert, Lohrstorfer, Skowron
NAYS: Wilks
ABSENT: Nocchi
PASSED and APPROVED this 17th day of Au~ , 1999.
Village'"'-~" ~'- ~'Gerald Lp'reFs~dd:nYt' ~
ATTEST:
VeiZma W. Lowe
Village Clerk
OPTION AGREEM£NT
T~IIS OP~'ION AGREEMENT (the "?~_,,tion Agreement"), is made and entered into this ~/7~
day of ~t4~-tt~]'~ , 1999 ( Effective Date ), by and b~,t~v, een NO,,R, WOOD CONSTRUCTItN,
INC., an ll~Luois corporation, or its nominee or assignee ( Purchaser ), and THE VILLAGE OF
MOUNT PROSPECT, an Illinois Municipal Corporation ("Village").
WITNESSETH:
WHEREAS, the Village holds fee simple title to that certain parcel of real estate consisting of
approximately acres commonly known as the "Village Hall Parcel", including a portion of the land
located at 117 S. Main Street, in the Village of Mount Prospect, County of Cook, and State of Illinois~
which parcel is legally described on Exhibit A attached hereto and made a part hereof (the "Option
Parcel"); and
WHEREAS, the Village desires to grant to Purchaser, and Purchaser desires to acquire from the
Village, an 8-year exclusive option to purchase the Option Parcel, on the terms and conditions herein set
forth.
NOW, THEREFORE, for and in consideration of the Option Payment, as hereinai~er defined,
and the covenants and agreements of the parties herein contained, Purchaser and the Village hereby
covenant and agre~ as follows:
1. Grant of Option. The Village hereby irrevocably grants to Purchaser a first and
exclusive option (hereinafter the "option") to purchase the Option Parcel for a period of eight (8) years
(''option Period") commencing on the Effe~dve Date and tv~m;nating eight (8) years thereafter, upon the
temas and conditions set forth herein, for the "Purchase Price" equal to the sum of:
(a) $10,000 per residential unit constructed on the option Parcel ("Residential
Purchase Price") for the first year of the option, subject to adjustment as set forth in subsection
(c) below; plus
(b) $10.00 per square foot of commercial space constructed on the Option Parcel
C'Commercial Purchase Price") for the first year of the Option, subject to adjustment as set forth
in subsection (c) below.
(c) The Residential Purchase Price and the Commercial Purchase Price (collectively
the "Prices") shall be adjusted each year of the Option (an "Option Year"), as follows: (i) for
each of the second through fifth Option Years, the Prices shall be increased over the Prices for the
immediately prior Option Year by seven and one-half percent (7.5%); and (ii) for each of the
sixth through eighth Option Years, the Prices shall be increased over the Prices for the
immediately prior Option Year to the extent of the percentage of increase in the Consumer Price
Index (as defined in subsection (d) below), but in no event less than two percent (2%).
(d) As used in this Option Agreement, the term "Consumer Price Index" shall mean
the Consumer Price Index for All Urban Consumers, Chicago, Illinois and Indiana-All Items-
Series A (1982-84=100) prepared by the Bureau of Labor Statistics of the Un/ted States
Depea'unent of Labor. In the event that said index shall no longer be published with a base year
of 1982-84, the parties shall compute, by reference to data available from said Bureau of Labor
Statistics, the actual percentage of increase in such consumer prices during the petiod in question.
If said index shall cease to be published, the parties shall use as the Consumer Price Index
hereunder, the most comparable index then published by the United States Government, or in the
absence of same, the index commonly used in connection with other mixed-use
(residential/commercial) developments in the Chicago, Illinois metropolitan area.
(e) As used in this Option Agreement, the phrases "Residential Purchase Price",
"Commercial Purchase Price", and "Purchase Price" shall be deemed to refer to said Prices, as
adjusted pursuant to Section l(c) above.
2. Option Payment.
(a) As consideration for the Option, Purchaser shall pay to the Village the amount of
One Hundred Thousand and 00/100 Dollars ($100,000.00)(the "Option Payment") not later
than three (3) business days after this Option Agreement is signed by the panics.
Co) Subject to the provisions of Section 2(e) below, sixty-seven percent (67%) of the
Option Payment shall be refundable and deposited with Intercounty National Tire Insurance
Company or another fire company acceptable to Purchaser ('~rifle Company") pursuant to a strict
joint order escrow agreement, in form and substance acceptable to the parties hereto, and (b)
thirty-three percent (33%) shall be non-refundable and paid to the Village.
(c) In the event that Purchaser defaults under the Agreement for the Sale end
Redevelopment of Land dated of even date herewith ("Redevelopment Agreemenf') by and
between Purchaser and the Village pertaining to Phase lB of the Downtown Mount Prospect
Redevelopment Project ("Phase lB"), Purchaser's Option hereunder shall terminate, and the
Option Payment shall be forfeited by Purchaser and retained by the Village.
(d) Notwithstanding anything to the contrary contained in this Option Agreement, if
the Option Parcel does not become available for purchase and development by the expiration of
the Option Period or the parties fail to reach an agreement on a Contract (as defined in Section
3(a) hereof), then sixty-seven percent (67%) of the Option Payment shall be refunded and
promptly returned to Purchaser by the Village.
3. Exercise of Option.
(a) Provided that Purchaser has made the Option Paylnent w/thin the time period
specified in Section 2(a) above, Purchaser may exercise the Option by delivery of written notice
to the Village of Purchaser's intent to so exercise the Option not later than five (5) business days
after Purchaser receives written notice from the Village that the Option Pamel is available for
purchase and development. Within thirty (30) days after the Village's receipt of Purchaser's
exercise of the Option, the Village and Purchaser shall use their best efforts to execute a real
estate sale centraet (the "Contract"), at the Purchase Price (as defined in Section I above) and
upon such other terms to be negotiated between the parties. The Contract shall provide, among
other things, (i) for a closing not later than one hundred eighty (180) days after the execution of
the Contract, and (ii) that the entire Option Payment (without interest) shall be applied to the
Purchase Price at closing.
Co) In the event that the Option is not exercised by Purchaser in the m~nner provided
herein, then (i) this Option Agreement and this Option shall, without further action of either party,
automatically terminate and thereafter be null and void and of no fuller force or effect, (ii) the
Village shall retain thirty-three percent (33%) of the Option Payment, (iii) sixty-seven percent
(67%) of the Option Payment shall be promptly refunded and returned to Purchaser, and (iv)
neither party shall have any further rights or obligations hereunder or with respect to the Option.
4. Architectural Harmony with Phase lB. As a material inducement to the grant of the
Option by the Village, Purchaser has agreed that the improvements to be constructed on the Option Parcel
shall be substantially similar and harmonious in architectural design, elements and concept with the
improvements on Phase lB.
5. No TIF Assismnce~ Both parties acknowledge that there shall be no TI}: Assistance
provided for the Option Parcel above and beyond what is specifically stated in this Agreement.
6. Covenants l~nnning with the Land; Specific Performance. The covenants and
agreements of the Village under this Option Agreement are intended to be and shall be covenants r~mning
with the land with respect to the Option Parcel and shall be binding upon the Village, its representatives,
successors and assigns. This Option Agreement and the Contract to be entered into pursuant hereto shall
be specifically enforceable by Purchaser, its representatives, successors and assigns.
7. Memorandum. The parties hereby agree that a Memorandum of this Option Agreement,
in the form attached hereto and made a part hereof as Exhibit B, ghall be executed by Purchaser and the
Village and recorded.
8. :Successors and Assigns. AL1 the terms and conditions hereof shall be binding upon and
inure to the benefit of the parties and their respective representatives, successors and assigng
9. Severability. ha the event that any term or provision of this Option Agreement is found
by a court of competent jurisdiction to be invalid or unenforceable (in whole or in its application to a
particular party or circumstance), the remaining terms and provisions of this Option Agreement or the
application thereof to different parties or circumstances, as the case may be, shall not be affected thereby
and this Option Agreement shall remain in full rome and effect in all other respects.
10. No Merger. The terms and provisions of this Option Agreement shall survive the
entirety, and shall not merge or be deemed to merge, into the Contract for the Option Parcel.
11. Assignment. Purchaser may not assign tl~is Agreement, without the prior consent of the
Village, which consent shall not be unreasonably withheld or delayed.
12. Notices. Any notice, demand or request required or permitted to be given hereunder to a
party shall be in writing and hand delivered or sent by registered or certified mail, postage prepaid, return
receipt requested, to the party at the following address:
If to Purchaser: Norwood Consttuctien, Inc.
7458 N. Harlem Avenue
Chicago, IL 60631
Attention: Brace J. Adreani, President
With a copy to: Linda Yi Condon, Esq.
Norwood Construction, Inc.
7458 N. Harlem Avenue
Chicago, IL 60631
If to the Village: Village of Mount Prospect
Arm: Village Manager
100 S. Emerson Street
Mount Prospect, IL 60056
With a copy to: Mayor
Village of Mount Prospect
100 S. Emerson Street
Mount Prospect, IL 60056
Any uotice, demand or request given by hand delivery shall be deemed received upon such
personal service. Any notice, demand or request sent by registered or certified mail ~h,ll be de,reed
given when deposited in the mail.
IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement as of the
day and year first above written.
VILLAGE OF MOUNT PROSPECT, ~ NORWOOD CONSTRUCTION, INC.,
an l~linois ~ficipal Corpo~~ an Illinois corporation
~ ~. Farlq/, Ma~or / ~ Bruce J. Adreani, President
Velj~a W. Lowe, Village Clerk
4
L~DTS l, 9, 5, AND 6 (EXCEPT THE WEST 8.5 FEET THEROF) IN BLOCK 13 IN BUSSE A~D
W!LLE'S RESUBDIVISION IN MOUNT ~ROSPECT IN T~E WEST 1/2 OF SEC 12, TOWNSHIP 4!
,,~,~o-r~ c~a~R ~1 EAST OF THE THIRD PRINCIPAL M~RIDI-A~, IN COOK. CO~INT~f, ILLINOIS.
PARCEL 1:
LOT 10 EXCEPTING T~AT PART OF THE EAST 26 1/2 FEET LYING SOUTH OF THE NORTH 70
FEET T~REOF, ARD EXCEPT THAT PART LYING WEST OF THE EAST 26 1/2 FEET AND SOUTH
OF THE NORTH 44 FEET THEREOF IN BLOCK 13 IN BUSSE AND WILL~'S RESUBDIVISION IN
MOUNT PROSPECT IN T~E WEST 1/2 OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11 EAST OF
THE THIRD PRINCIPAL ~RIDI_AN, IN COOK COU1TI"f, ILLINOIS
PARCEL 2:
A S%~RIP OF LA~-D 8 1/2 FEET IN WIDTH OFF THE WEST END OF LOT 6 OF BLOCK 13 IN
BUSSE AND WIT.?.R'S RESUBDIVISION IN MOUNT PROSPECT, IN T~E WEST 1/2 OF SECTION 12,
TOWNSHIP 41 NORTH, RANGE 11 EAST OF TH~ THIRD PRINCIPAL MERIDIAN, IN COOK COU1TI"/,
ILLINOIS
ALSO
A STRIP OF LAND 8 1/2 FEET IN WIDTH OFF TEE WEST END OF T~{E NORTH 23 FEET OF LOT
9 IN BLOCK 13 IN BUSSE AiTD WIT.?.R'S RESUBDIVISION AFORESAID IN COOK CO~,
ILLINOIS
PARCEL 3:
T~rE NORTH 30 FEET OF LOTS 9 AND 10 AND THE SOUTH 12 FEET OF T~ NORTH 42 FEET OF
LOTS 9 AND 10 IN BLOCK 15 OF MT. PROSPECT, A SUBDI~;ISION IN T~E WEST 1/2 OF THE
NORTH~EST 1/4 OF SECTION 12, TOWNSHIP 41 NORTH RANGE 11 EAST OF THE THIRD
PRINCIPAL MERIDIAN IN COOK COU1T~Y, ILLINOIS
PARCEL 4:
THE N 42 FEET OF ~ W 22 FEET OF ~ 8 IN BLK 15 IN MOUNT PROSPECT SUBDIVISION
OF PART OF THE N W 1/4 NORTH OF RAILROAD IN THE N E 1/4 OF SECTION 12, TOWNSHIP
41 NORTH, P. ANGE 11 EAST OF T~ THIRD PRINCIPAL MERIDIAN, IN COOK COIINTY,
ILLINOIS.
EXHIBIT B TO OPTION AGREEMENT
MEMORANDUM OF OPTION AGREEMENT
THIS MEMORANDUM OF OPTION AGREEMENT is made this. day of
1999, by and between NORWOOD CONSTRUCTION, INC., an Illinois corporation, or i~s nominee
or assignee ("Purchaser"), and THE VILLAGE OF MOUNT PROSPECT, an Illinois Municipal
Corporation (the "Village").
WITNESSETH:
THAT, by that certain Option Agreement of even date herewith by and between the Village and
Purchaser (the "Option Agreement"), the Village has granted to Purchaser, and Purchaser has acquired
from the Village a first and exclusive 8-year option (the "Option") to acquke the real estme described on
Exhibit 1 attached hereto and made a pat hereof (the "Option Parcel"), upon the terms and subject to the
conditions set forth ia the Option Agreement.
THAT, no lease, mortgage, lien or other encumbrance affeefiag the Option Parcel which is
created or entered into after the date hereof and prior to the expiration of the Option shall be valid or
effective without obtaining the prior writtea consent of Purchaser; all such leases, mortgages, liens and
other encumbrances shall be void and of no force or effect agaiast Purchaser or Purchaser's interest ia the
Option Parcel...
THAT, the covenants and agreements of the Village under the Agreement are covenants rnnning
with the land and shall be binding upon the Village and the Village's representatives, suecossors aad
assigns.
THAT, this Memorandum of Option Agreement is executed and recorded ia accordaaco with the
terms of the Option Agreement solely for the purpose of giving notice of the existence thcreof and shall
not supersede or ia any way modify the terms or conditions of the option Agreement.
IN WITNESS WHEREOF, the Village and Purchaser have caused this Memorandum of Option
Agreement to be executed as of the date first above written.
VILLAGE OF MOUNT PROSPECT,./~ NORWOOD CONSTRUCTION, INC.,
an Illia~s-~'pal C~ ~o~po~/on//~ an Illinois corporation
~~//~~~~ By:
"~ -Gerald L. l~arley, Mai{or / Bruce J. Adrea~i, President
Attest:
Velma W. Lowe, Village Clerk
6
STATE OF ILLINOIS )
)SS.
COUNTY OF COOK )
The undersigned, a Notary Public in and for said County, in the State aforesaid, do hereby certify
that Bruce J. Adreuni, the President of Norwood Construction, Inc.., personally known to me to be the
same persons whose name is subscribed to the foregoing insu'ument as such President, appeared before
me this day in person and acknowledged that he signed and delivered said instrument as his own free and
voluntary act, and as the free and voluntary act of said corporation, for the uses and purposes therein set
forth.
GIVEN under my hand and seai this dayof ,1999.
Notary Public
STATE OF ILLINOIS )
)ss.
COUNTY OF COOK )
The undersigned, a Notary Public in and for said County, in the State aforesaid, do hereby certify
that and , the Mayor and Village Clerk,
respectively, of the Village of Mount Prospect, personally known to me to be the same persons whose
names are subscribed to the foregoing instrument as such Mayor and Village Clerk, respectively,
appeared before me this day in person and acknowledged that they signed and delivered said instrument
as their own free and voluntary act, and as the free and voluntary act of said municipal eorporatio~ for
the uses and purposes therein set forth.
GIVEN under my hund and seal this dayof ,1999.
Notary Public