HomeMy WebLinkAboutOrd 2199 10/28/1969
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AN ORDINANCE PROVIDING FOR THE PURCHASE OF
THE.FAIRVIEW UTILITY CO.
WHEREAS, the corporate authorities of the Village of
Mount Prospect have determined that it is in the best interests
of the Village to enter into a certain agreement for the acqui-
sition of the Fairview Utility Co. waterworks and sewerage
system located in the following described territory, to wit:
Beginning at a point on the South line of the South
East Quarter of Section Thirty-five (35), Township
Forty-two (42) North, Range Eleven (11) East of the
Third Principal Meridian in the County of Cook in the
State of Illinois, which said point lies 660.30 feet
West of the Southeast corner of said Section Thirty-
five (35); running thence West for a distance of
1,320.48 feet along the section line; running thence
North to the North line of the Southeast Quarter of
said Section Thirty-five (35), being a distance of
2,646.66 feet, more or less; running thence East for
a distance of 1,319.23 feet along the said North line
of the Southeast Quarter of said Section Thirty-five
(35); running thence South to the point of beginning;'
and
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That part of Section Thirty-five (35), Township Forty-
two (42) North, Range Eleven (11) East of the Third
Principal Meridian in the County of Cook in the State
of Illinois described as follows: Commencing at the
Southeast corner of said Section Thirty-five (35),
running thence West.on the South line of said Section
Thirty-five (35) for a distance of 660.30 feet;
running thence North for a distance of 2,646.66 feet;
running thence East for a distance of 653.20 feet to
a brass monument in Wolf Road; running thence South
to the point of beginning; and
Apartment project located in the C. A. Goelz Prospect
Gardens, being a subdivision of the West 1/2 of the
West 1/2 of the Southeast 1/4 together with the East
2/3 of the North 3/4 of the Northeast 1/4 of the
Southwest 1/4 of Section 35, Township 42 North, Range
11, East of the Third Principal Meridian, in Cook
County, Illinois;
and
WHEREAS, the owner of said waterworks and sewerage
system has agreed to enter into such agreement; and
WHEREAS, the agreement provides for the purchase of
said system, consisting of real estate and 'personal property,
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through a contract which provides for the consideration for such
purchase to be paid through installments to be made at stated
intervals during a period of time not in excess of ten years;
and
WHEREAS, such acquisition is authorized under the
provisions of Section 11-61-3 of the Illinois Municipal Code
(Ill.Rev.Stat. 1967, Ch. 24, ~11-6l-3);
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND
BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT:
SECTION ONE: That a certain agreement by and between
FairviewUtility Co., an Illinois corporation, and the Village
of Mount Prospect, providing for the purchase of a waterworks
and sewerage system, dated October 28, 1969, be and it is hereby
approved. That attached hereto and made part of this ordinance
is a true and correct copy of said agreement.
SECTION TWO: That the Village President and Village
Clerk are hereby authorized to execute said agreement and a cer-
tain promissory note, dated November 1, 1969, as evidence of
the obligation under said agreement.
SECTION THREE: This ordinance shall. be in full force
and effect from and after. its passage and approval in the man-
ner provided by law.
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AYES: ..
NAYS: t>
PASSED & APPROVED this
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day of ()c,-r.
, 1969.
ATTEST:
/eK4~,4e
V~llage Pres~ ent
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AGREEMENT
THIS AGREEMENT, made and entered into this
day
, 1969, by and between Fairview Utility Co., an
of
Illinois corporation (hereinafter referred to as the Company),
as the Seller, and the VILLAGE OF MOUNT PROSPECT, a municipal
corporation of Illinois (hereinafter referred to as the Village),
as the Purchaser;
WITNESSETH:
The Company, for and in consideration of the covenants,
agreements and conditions herein mentioned and contained, to be
kept and performed by the Village, does hereby agree to grant,
convey, !bargain, transfer, sell and assign to the Village all
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of the rani tary sel'rer properties and w'ater properties (herein-
after referred to as the property), described in the inventories
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attached hereto as Exhibit A, owned by the Company in the County
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of Cook' and State of Illinois, which consists of the water and
sewer utility system presently o~med'by the Company and operated
under a certificate of convenience and necessity by the Illinois
Commerce Commission for the area legally described as:
Beginning at a point on the south line of the South
east Quarter of Section Thirty-five (35), Tovmship
Forty-two (42) North, Range Eleven (11) East of the
Third Principal Meridian in the County of Cook in the
State of Illinois, T,'rhich said point lies 660.30 feet
West of the southeast corner of said Section Thirty-
five (35); running thence West for a distance of
1,320.48 feet along the section line; running thence
North to the north line of the Southeast Quarter of
said Section Thirty-five (35), being a distance of
2,646.66 feet, more or less; running thence East for
a distance of 1,319.23 feet along the said north line
of the Southeast Quarter of said Section Thirty-five
(35); running thence South to the point of beginning;
and
That part of Section Thirty-five (35), Tovmship Forty-
two (42) North, Range Eleven (11) East of the Third
Principal Meridian in the County of Cook in the State
of Illinois described as follows: Commencing at the
southeast corner of said Section Thirty-five (35),
running thence West on the south line of said Section
Thirty-five (35) for a distance of 660.30 feet;
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running thence North for a distance of 2,646.66 feet;
running thence East for a distance of 653.20 feet to
a bra~s monument in Wolf Road; running thence South
to the point of beginning; and
Apartment project located in the C. A. Goelz Prospect
Gardens, being a subdivision of the W 1/2 of the W 1/2
of thp SE 1/4 together with the E 2/3 of the N 3/4 of
the NE 1/4 of the SW 1/4 of Sec. 35, Twp 42 'N, R 11, E
of the 3rd P.M. in Cook County, Illinois.
ONE: The Village hereby covenants and agrees to ,pay
to the Company for said property the sum of THREE HUNDRED THIRTY
THOUSAND AND NO/IOO DOLLARS ($330,000.00), in the folloWing
manner, to wit:
FORTY SIX THOUSAND TWO HUNDRED AND NO/lOO DOLLARS
($46,290.00) by certified check upon closing of
this transaction and upon delivery of the deed
and bill of sale, as aforesaid; and
TWO HUNDRED EIGHTY THREE THOUSAND EIGHT HUNDRED
AND NO/100 DOLLARS ($283,800.00) which shall be
payable in equal annual installments of $37,690.80,
inclUding both principal and interest, payable on
October 31, 1970, and on October 31 of each
succeeding year to and inclUding October 31, 1979.
The obligation for the $283,800.00 shall be
evidenced by a Promissory Note which shall be
payable to the order of the Company or its
nominee and shall be in the form of the Promissory
Note attached hereto, marked Exhibit B'and made
a part hereof. The Village reserves the right
to prepay any or all of the principal balance
and interest due thereon to the time of such
payment at any time without penalty.
~~O: It is the intention of the parties hereto that
all real and personal property presently used in connection with
said water and sewer system, inClUding easements, shall be in-
cluded within the terms of this agreement and that the Village
will, upon taking posseSSion of said property, operate said,
water and sewer system and serve the customers thereof within
the above-described area subject to the Village's rules and
regulations and such rates as the Village may by ordinance from
time to time establish.
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THREE: All taxes for the year 1969, special assess-
ments, special taxes or other charges which may be due and o~dng
against said property and on any and all improvements thereon shall
be prorated as of the date of closing. The real estate to be
conveyed shall be conveyed by good and sufficient deed of conveyance
accompanied by a Chicago Title and Trust Company pOlicy, and
subject to building line and building restrictions and restric-
tive covenants and easements, if any, of record, and zoning and
building laws and ordinances, if any.
1 FOUR: The Village agrees to collect all accounts
receivabe due the Company from its customers at the time of
closing If this transaction and turn said receivables over to
. the comp~nY within 3 months. All unbilled receivables shall
be distributed pro rata between the parties, based on the
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,closing date; it being understood that the first moneys collected
shall be paid over to the Company.
FIVE: At the time of closing, the Company will
deliver the following documents to the Village:
(a) Warranty deeds and Bills of Sale transferring to
the Village all properties used in connection with the water
and sewer, systems as set forth in Exhibit A;
(b) A certificate of good standing as of a recent date;
(c) A copy of a directors' resolution authorizing
the transaction contemplated by this agreement;
(d) An opinion of counsel for the Company to the
effect that:
(i) The Company is a legally organized and
existing corporation in good standing under the la'..,s
of the state of Illinois and qualified to engage in
the business in ~'rhich it is engaged; and
(ii) The consummation of the transaction contemplated
by th~s agreement will not result in any breach of
any of the terms, conditions or provisions of, or
constitute a defau1t under, the Articles of Incorpora...
tion as amended of the Company, its By-Laws, or any
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indenture, mortgage, deed or trust or other instru-
ment to which the Company is now a party; that counsel
does not know or have reason to believe that the Company
is party to any pending suit or action, any investigation
or inquiry, or any legal, administrative or arbitration
proceeding, or that any such suit, action, inquiry or
proceeding is threaten~d; and that approval of the
Illinois Commerce Commission is not required for .the
consummation of this transaction; and
(iii) That the exe'cution of this agreement by the
Company and 'the transactions contemplated herein have
been duly and validly authorized by all necessary
corporate a ction on the part of the Company; and
(iv) That the Company has good and merchantable
title to the properties comprising its water and
sewer system in the Village.'
Insofar as such opinion relates to factual matters, counsel
for the yompany may rely on certificates of officers of the Company.
The Village shall
check to/ the Company in the
I SIX: The Village
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concurrently deliver its certified
amount hereinabove set forth.
represents and warrants that it has and
on the closing date will have taken all necessary legal action
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required by a municipal corporation of Illinois authorizing the
execution, delivery and performance on its part of this Agreement,
that such action was duly and. legally taken and the Agreement was
authorized and approved by the President and the Village Board of
Trustees, and that the transaction contemplated by this Agreement
is within the debt limits of the Village under, the Constitution
and Lal'lS of the State. of Illinois. At the closing, the Village will
deliver to the Company an opinion of counsel for the Village to the
matters contained in this paragraph, as well as certified copies of
all ordinances and resolutions taken by the Board of Trustees.
SEVEN: Within three days after the closing, the Company
agrees that it will furnish to the Village a statement listing
the names and addresses of all customers in the Village and a list
of the customers ~ho have made security deposits to the Company
and the amount of each security deposit, and will deliver to the
Village its check in the aggregate amount of the customers'
security deposits set forth on the list. The Village
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agrees thereafter to assume all liability for refund of such
deposits. The Company agrees that it will remain liable for
any customers' security deposits not included in the state-
ment furnished to the Village.
EIGHT: Within three days after the closing, the Company
agrees to deliver to the Village all of its engineering plans
and specifications and operating data pertaining to the water
and sewer systems, excluding the Company's books of account~
stock record books and other corporate records.
I NINE:
agrees t~ deliver to the Village all current meter records~ copies
of custo~er accounting records pertaining to the water and
sevTer s~stems~ and a statement of all accounts receivable and
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payable~ together with all other office records~ other than
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,books of account~ stock record books and other corporate records.
Within three days after the closing~ the Company
TEN: Within three days after the, closing, the
Company agrees to deliver to the Village a list of the last
meter readings.
ELEVEN: All electric power bills and other utility
bills shall be prorated as of the date of closing.
TWELVE: The Company hereby represents and warrants it
knows of no suits in law or equity or regulatory agency pro-
ceedings pending or threatened which would adversely affect the
right of the Company to conclude the transaction herein contem-
plated.
THIRTEEN: If~ between the date of this agreement and
the closing date, any substantial part of the water and sewer
systems shall be destroyed or substantially adversely affected
by fire, flood, explosion or other cause, the Village may~ at
its election, terminate this agreement without further obliga-
tion on its or the Company's part. If the Village should not,
under the aforesaid circumstances, terminate this agreement
prior to the closing date or if, prior to the closing date,
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there should occur any damage to or destruction of any part
of the water and sewer systems of such a substantial nature as
to entitle the Village to terminate this agreement, and the Vil-
lage shall accept the systems in their damaged condition, the
Company shall assign, or cause to be assigned, to the Village
all proceeds of any insurance covering such damage.
FOURTEEN: The Company agrees that between the date
of this agreement and the closing date" it will not make any
change in its operating procedures or make any transfer of
property or incur any liability which would materially adversely
affect the water and Sei-'ler systems to be transferred by the
Company to the Village.
FIFTEEN: It is the understanding of the parties that
there is presently outstanding an extension agreement by and
bet\'leen the Company and Tech Associates, Inc. attached hereto as
Exhibit C. That said extension agreement relates to the providing
of water and sewer service to apartment buildings located outside
the corporate limits of the Village. The Village hereby agrees
to accept said assignment and assume all liabilities anq respon-
sibilities of the Company under said agreement, including pay-
ment of $8,000 in four annual installments as provided in said
agreement.
SIXTEEN: If the Promissory Note for $283,800.00
mentioned in paragraph ONE hereof, a copy of which is attached
hereto as Exhibit B, and made a part heretq, is negotiated,
assigned, sold or transferred by the Company, or if in the first
instance the Promissory Note is made payable to a nominee of the
Company, then in any such event, the Village covenants and agrees
to pay the Promissory Note in accordance with its terms and
without any right of set off or defense for any breach of this
Agreement or for any claim or cause of action resulting from,
or in connection with, this Agreement. It is understood and
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agreed that any claim or cause of action accruing to any party
hereunder shall in no way affect the validity or enforceability
of the Promissory Note.
SEVENTEEN~ Any notice pretaining to this agreement shall
be deemed sufficiently given and served for all purposes ~f
given by letter deposited in the United States Mail, certified
or ;r:oegistered, postage prepaid, addressed as follows:
Notice to the Village:
{Village Manager, Village of Mount Prospect
112 East Northwest Highway
Mount Prospect, Illinois 60057 Q
Notice to the Company:
Fairview Utility Co.
Attention: Perry B. Owens
432 Greenbay Road
Kenilworth, Illinois 60043.
EIGHTEEN: It is the understanding of the parties
that this agreement is entered into pursuant to the provisions
of Section 11-61-3 of Chapter 24 of the Illinois Revised Statutes.
It is the, further agreement of the parties that should said sec-
tion be held to be invalid, or this agreement held invalid by
any court of competent jurisdiction, the parties hereto may
enter into such other supplemental and successor agreements as
may be authorized by laT,'1 to accomplish the acquisition .of the
water and sewer facilities, at the purchase price herein contem-
plated, and that all moneys paid under this contract shall be
made applicable toward the purchase of the water and sewer
systems.
NINETEEN: The Company and the Village represent
that there is no person entitled to a commission or other com-
pensation as a broker or finder on the transaction contemplated
hereby.
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TWENTY: The closing shall take place on October 30,
1969, at the offices of the First National Eank of Mount Prospect,
-or ,such other time, date or .place as may be agreed upon by the
parties.
IN \'1ITNESS ~'JHEREOF; the parties hereto have executed
this agreement on the day and year first above written.
VILLAGE OF MOUNT PROSPECT
By
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, Attest:
Village Clerk
FAIRVIE\I}' UTILITY CO.
:By
Attest:
Secretary
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DETAIL OF WATER AND SEHER FACILITIES
of
FAIRVIEt.;r UTILITIES CO.
October 1, 1969
Water Facilities
Distribution System:
1) 17,744 lineal feet of 6 inch cast iron water main
2) 3,637 lineal feet of 8 inch cast iron water main
3) 210 lineal feet of 2 inch copper water pipe
4) 40 - 6 inch line valves
5) 8 - 8 inch line valves
6) 39 fire hydrants with valves
7) 10 fire hydrants without val~es
8) 295 copper service lines, with curb stops and service
boxes at property lines
9) 291 meters ( 5/8 x 3/4)
10) 4 meters ( 2 inch)
Source of Supply and Treatment Facilities
\vell 4/:1 is housed in a brick structure ,which also encloses gas
chlorination equipment, pump controls and a scale. The well is
1337 feet deep and is equipped with a 40 horsepower, 440 volt,
Layne and Bowler submersible pump and motor.
Well #2, which is about 1328 feet deep, is also housed in a
brick structure containing chlorination equipment, pump controls,
and a scale. The Byron Jackson submersible pump and 75 horse-
power, 220 volt motor are presently out of service due to
lightning damage. The equipment is being sold in its current
condition.
Storage
Provided by a 75,000 gallon elevated tank.
Sanitary Sewer Facilities
Distribution System:
1) 2785 lineal feet of 8 inch cast iron force main
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2) 12,471 lineal feet of 8 inch vitrified clay sewer main
3) 2,787 lineal feet of 12 inch vitrified clay sewer main.
4) 37 - 36 inch manholes
5) 18 V 48 inch manholes
6) 294 vitrified clay sewer service lines
Lift Station:
Smith and Loveless lift station equipped with two 450 gallon
per minute pumps
Outside electric wet well
Land
Two parcels of land upon which the utility's wells are
located per the attached legal description.
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. PROMISSORY NOTE
$283,800.00
Dated: November l, 1969
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FOR VALUE RECEIVED, 'the Village of Mount Prospect,
a municipal corporation of the State of Iilinois, promises to
pay to the order of
the principal
sum of $283,800.00, together with interest from the date
hereof on the unpaid balance of principal remaining due from
time to time at the rate of 5-1/2% per annum, such principal
and interest to be paid in installments as follows:
Equal annual installments of $,
including both principal and interest, commenc-
ing on October 31, 1970 and on October 31 of
each succeeding year thereafter through and inclu-
ding October 31, 1979.
In case of default in any payment, the holder of
the note shall give written notice of default to the under-
signed, and if such default is not corrected within ten days
of the receipt of such notification, the entire balance due
shall become immediately payable.
This Note may be prepaid, in whole or in part,
without penalty on October 31 of any year.
The payments
required under this Note shall be made at
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The undersigned does hereby agree to make such
annual appropriations as are necessary for the payment of
all amounts due hereunder and, if necessary, to make such
tax levies, as are necessary for the payment of all amounts
due hereunder.
VILLAGE OF MOUNT PROSPECT
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BY::
Village President
ATTEST:
Village Clerk
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Supplemental Agreement
This agreement is made and entered into as of the Z7th day
of September, 1968, .by and bet~een Fairview Utility Company, an
Illinois corporation with its principal office at 432 Green Bay
Road, Kenilworth, I~linois (Fairview) and Tech Associates, Inc.
(the"Developerslt). ...
1. This Agreement is not intended to supersede or invalidate
any of the terms and provisions of the Water Supply
'Agreement signed by. these same parties on January 3, 1968
-and in fact, this Water Supply Agreement is hereby incor-
porated as a part of this Supplemental Agreement by
reference and by attachment as Exhibit A.
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Whereas the water ma1.n extenS1.on re erre to 1.n t e
+reement of January 3. 1968 ~as now received ,all necessart
,egulatory approvals, and whereas the extension has been
installed and completed in conformity with engineering
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2.
~tandards and contract documents previously supplied to
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Fairview at a cost to Developers of approximately $17,870,
it is the purpose of this Agreement to set out and insure
to the Developers a repayffien. schedule as~ originally
permitted under Paragraph 3 of the Water Supply Agreement
dated January 3, 1968 attached.
3. Fairview proposes to ~efund a total of $12,000 to Developer,
said amount being the lesser of the two .alternatives avail-
able under section (b) Paragraph 3 of the Water Supply
Agreement dated January 3, 1968.
-,4" Whereas Fairview on July' 16, 1967 made an initial payment
of $2,000 by check to the Developer;' the balance still
owing is $10,000.
5. F?irview proposes to refund to Developer the balance of
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$10,000, according to the schedule shown below, without
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regard to the current or future amount of revenues
generated from the supply of water.
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a) , .~ Amount
July 1, 1969 I $2,000- P.I 'q'4 "1 "I,' i
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July 1, 1970 $2,000
July 1, 1971 $2,000 ' I:
July 1, 1972 $2,000
July 1, 1973 $2,000
In Witness Hereof, this Agre~ment has been executed as of
the date first above written, by the duly authorized officers
of Fairview and the Developers.
FAIRVIEW UTILITY COMPANY
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By 0'" Q..~)u,.t TJ, \~~
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TECH ASSOCIATES, ,INC.
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