Loading...
HomeMy WebLinkAboutRes 05-65 03/02/1965 RESOLUTION NO.1 l " A RESOLUTION AUTHOR IZlliG A PURCHASE AGREEMENT BETW8EN THE VILLAGE OF MOUNT PROSPECT AND THE CITIZENS. UTILITIES COMPANY OF ILLlliOIS FOR THE PURCHASE OF THE PROPffiTIES OF THE CITIZENS - BLUETT WATER SYSTEM. NOW, THEREFCRE, BE IT RESOLVED by the President and Board of Trustees of the Village of Mount Prospect, Cook County, Illinois: Section l.That the President and Village Clerk be and are hereby authorized and directed to sign a purchase agreement between the Village of Mount Prospect, a Municipal Corporation and the Citizens Utilities Company of Illinois, an Illinois CorporationL for the purohase of the properties of the Citizens-Bluett water system owned and operated by said utility company, dated the 1st day of March, 1965, a copy of which purchase agreement is marked Exhibit 1 attached hereto and incorporated by reference. Section 2. The Village President, Village Clerk, Village Finance Director, Village Manager and Village Attorney are fUrther directed to do any and all things necessary to carry out the provisions of said Purchase Agreement. Section 3. This resolution shall be in full force and effect from and after its passage and approval according to law. PASSED and APPROVED this 2 ,vlday of March, 1965 " \ v''\ \t.J " V-tvti.IY\..UL&j~J '~.~ A"... President :::::---- Att est: !\_ccC./' (/ Lv .,/,.. .C' \-- Village Clerk (I ,. /'. ('./:~ PURCHASE AGREEMEWI' /. THIS AGREEMENT, made and entered into this 1st day of March, 1965, by and between the Citizens utilities Company of Illinois, an Illinois Corporation (hereinafter called "the Company") and the Village of Mount Prospect, a Municipal Corporation lo~ated in CooY.. County ann the State of I11inoi.s, (hereinafter called "the Vi11e,ge"): WIT N E SSE T H: ---------- WHEREAS, the Company prese~t1y owns and operates a water system which Rervices an area YJlown as the Citizens Bluett Service Area, whi-::h area is bounded on the north by Gregory Street, bas a westerly boundary between ~l.m and Maple Streets, a southerly boundary of Thayer street and. an easterly boundary of Louis street and ~and Road (see location plan in Greeley and Hansen's report - January, 1964), which area is a part of the Village of Mount Prospect; and WHEREAS, the Village haR heretofore innicated its intention to condemn the water p:roperties of the Oompany as afored.escribed.; and WHEREAS, the Company has indicated its agreement to sell said water properties in lieu of condemnation by the Village; and WHEREAS, all parties have engaged. in negotiations for the acquisition of said water system by the Village and have arrived at a satisfactory agreement as to price, based upon reconstruction cost new less depreciation, and terms of acquisition~ which are fully reflected and in-. corporated herein; NCM, THEREFORE, for and in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows: 1. Agreement to Purcha.se and Sell. The Village agrees to purchase the said water system from the Company upon the terms and conditions hereinafter set forth and the Company, upon these te~3 and conditions, agrees to sell the said water system to the Village. 2. Description of the Water System. The water system to be purchased by the Village and sold by the Company shall consist of aJ]. the properties, real, personal and mixed, which comprise or form a part of the Citizens Bluett water system owned and operated by the Company ~ as of date hereof and described in a report and appraisal of Water Supply Facilities Citizens Bluett Company, dated January, 1964, prepared by Greeley and Hansen, engineers Chicago, Illinois, and as may exist in the service area described in the location plan which is a part of said report as of date hereof (which report shall hereinafter be described as the Village Engineer's Report), together with all additions and improvements made and. contracted for after date hereof and prior to the closing date (in- clud.ing any work in progress as of the closing date) and including, but not limited to, all it ems of property referred to in the report of Greeley and Hansen made to the Village in January, 1964, and referred to as the Village Engineer's Report heretofore, and. all other property or assets which form a part of the aforesaid. water system. Included in the assets of the Citizens Bluett water system hereby purchased. by Village are accounts receivable from customers as of March 1965. The following property or assets are not being purchased. by Village: cash on hand or in the banks, vehicles, ,., -c..- y portable equipment, office equipment., t;ool~;, m:d,erials and supplies, evidences of indebtednesH or other securities and prepaid insurance. Without limiting the generality of the foregoing, su~h water syst-,€m shall include: (a) Lot 1 in Block 1 in Bluet.t's Snbdivision of part of the North 1/2 of the South East 1/4 of Section 34, Township 42 North, Range " 11 East of the Third Principal Meridian in Cook County, Illinois, together with all buildings structures and improvements thereon. (b) The right, title and interest of the Company in and to any and all easements occupied or * used by the Company in connection with the Bluett Service Area, and particularly all right to title and interest of' the Company in and to the easements located on property legally described as follO'tis: The North five (5) feet of lots two (2) and twenty-seven (27) of Block ten (10) and the South five (5) feet of lots one (1) and twenty-eight (28) of Block ten (10), all in Bluett's Subdivision of Part of the North half (N 1/2) of the Southeast quarter (SE 1/4) of Section thirty-four (34), Township forty-two (42) North, Range eleven (11), East of the Third (3rd) Principal Meridian in Cook County, Illinois, according to plat filed in the Office of the Registrar of Titles of Cook County, Illinois, Document No. 1464233. (c) All wells, reservoirs, tanks, treatment plants, mains, pipes, installed. meters, service connec- tions, valves, fire hydrants, pumps, machinery, -3- equipment, chlorinating equipment, chemicals, and any and all property and appurtenances which are attached to and used in connection with the water system described above. (d) All rights, privileges, franchises, permits, grants, consents, licenses, right-of-way grants, and other property rights not hereinbefore specifically mentioned, and all renewal:.;, extensions, enlargements and modifications thereof, and any and all customer's lists, meter books, maps, sur~ veys, title reports, charts, plans, con- sumers I record.s, meters (installed) ,~and other things of value belonging to or com- prising part or any part of the water system or used and useful in connection therewith not specifically excepted therefrom. ~ \ 3. Closing Date and Place of Closing. The purchase and the sale herein provided shall be consumated on March 1965. 4. Purchase Price. The purchase price to be paid by the Village to the Company for the water system described herein shall be the sum of Seventy-Six Thousand One Hundred Seventy-Five ($76,175.00) Dollars plus an amount equal to the Company's billing, including arrearages if any, for March , 1965, which amounts shall be paid. by a cashier's or certified check payable to the Company on the closing date. -4- 5. Taxes. The Company shall prorate and pay into an escrow fund all taxes applicable to the water system or the operation t.hereof of any nature whatsoever through the Closing Date. Current renl cDtntp tnXPR relnting to the water system Wlt due or p'1yable on or before the Closinr; Date shall be prorated from January 1 of the year subsequent to the last year for vlhich such taxes have been billed through the Closing Date. Such proration shall be computed on the basis of the most recently available taxes; provided, however, that at such time as the taxes for the year or years included in such prorations become available, either party agrees to remit to the other the difference, if any, bet~een the amount so paid by the Company on the Closing Date and the amount that would have been paid by the Company had such tat:es been computed on the basis of the actual taxes levied for such year or years. 6. Electric Power Bills. The Village 8hall ask the Utility Company to make a final meter reading as of March 1 and bill the Company direct; thereafter the Village shall be responsible for the power bills. 7. Debts and Accounts Payable. It is mutually understood and agreed that the Village does not assume any liability of any nature for the payment of the Company's debts and accounts payable, and that the liability and responsibility for said debts and the accounts payable and the payment thereof shall remain with the Company. -5- 8. Representation, Warranties and Agreements by the Company. The Company represents, warrants and agrees to and. with the Village as follows: (a) That it is and on the Closing Date will be a corporation duly organized and existing and in good standing under the laws of the State of Illinois. ,.' (b) That it has taken all necessary corporate and legal action to l3.uthorl:3e tile execution, delivery and performance on Us part of thi2 Purchase Agreement and the performance hereof by it will not be in contravention of its1\rticles of Incorporation or By-Laws or any contract or ..~ agreement to which it is a party or subject. (c) That it will operate and. maintain the water system as a going concern, making such repairs and better- ments as may be necessary in the usual and regular course of business until the Closing Date, and. that it will not sell or otherwise d.ispose of any part of the water system except such part or parts as may be retired from service in the ordinary course of business prior to the Closing Date. (d) That it has, in the case of additional assets acquired between the date hereof and the Closing Date, good and marketable title to the water system, and it will have such title on the Closing Date; and. its title to the water system on the Closing Date will be unencumbered or proper pro- vision will have been made for payment and. release of any existing encumbrance. -6- (e) That tl1ere is not now any litigatiol1l, suits or governmental proceedings pending or to its knowledge threatened which might adversely affect its title to, right to possession of, or right to vse the water system, or which might interfere with the ~a.le and purchase contemplated herp.by, and it will promptly notify the Village in writing if any litigation, suits or governmental proceedjngs shall be instUuted or threatened prior to the Closing Date. (f) That it has rights of way and. easements (either by grant or by ded.ication) and that thef{ are sufficient to authorize maintenance of all of its water pipes over private lands and public highways and. it has good and sufficient rights to keep and maintain the water system in the manner in which the same is now maintained and kept. (g) That there will be on the Closing Date no trust deeds, mortgages or indentures for which pro- vision for payment and release has not been made which affect the water system and all the rights, contracts a.nd other property of the water system are transferable and. assignable by the Company as herein contemplated.. 9. Documents to be Delivered by the Company on the Closing Date. The Company shall prepare or cause to be prepared for delivery to the Village on the Closing Date the following: (a) Good and sufficient deeds, Torrens Certificates, -7- if any, bills of sale, assigmnents and other instruments of conveyance and transfer with sufficient revenue stamps either affiKed thereto or attR.ched thereto for subsequent affixing as shall be necesrary to convey to and vest in the Village good and merchantable title to all of the properties uE;scribed in Paragraph 2 and the various subparagraphs thereof free and clear of any and all liens and other en~umbrances, except for current taxes not paYR.ble prior to the Closing Dat~ and matters acceptable to the Village. (b) Torrens Certifi~ates of Title shall serve as evidence of title to the real estate refe:t'red to in Paragraph 2 (a) hereof ann described in Exhibit B hereto attached showing record title to the said real estate to be in the Company, subject only to the matters to which this Purchase Agreement is subject by the terms hereof, and to such other matters as shall be acceptable to the Village. (c) Affidavit of t.itle of the Company to the real estate described in Paragraph 2 (a) hereof covering the period from the date hereof to the Closing Date. (d.) Maps containing legal descriptions of the real estate described in Paragraph 2 (a) hereof showing the location of all buildings and improvements located th~reon. -8- _,_:"~~~,~__.._"-~-"-'''-'~-'_;'.~;"7:~~,'''~~~....~;I,.'~A:.~--_....,....._..- (e) A chattel mortgage, judgment and federal lien search covering a date not later than seven (7) days prior to the Closing Date showing no chattel mortgages, ,judgments or other liens outstanding against the Company. (f) Articles of Incorporation of the Company and all amendments ;thereto certified by the Secretary of State of the State of Illinois. V (g) Certificate of good standing of the Company issued by the Secretary of State of the State of Illinois dated not more than thirty (30) days prior to the Closing Date. (h) Certifi~ate of the Secretary of the Company v dated. as of the Closing Date, with respe~t to corporate standing, ~y-laws, incumbency of officers, and corporate director and shareholder resolutions authorizing the performance of the Purchase Agreement. (i) The opinion of the Company's lawyer addressed to the Village dated as of Closing Date to the effect (1) that all necessary and appropriate corporate action by the Company has been taken to authorize the execution and delivery of this Purchase Agreement. (2) that the instruments d.elivered by the Company to the Village are valid in accordance with their terms and effective to transfer to the Village merchantable title to the water system, as defined in Paragraph 2 hereof, free and. clear of all defects, liens -g- and encumbrances other than matters acceptable to the Village. (3) that the Company does have merchantable title to all property which it seeks to transfer. (4) that the Company does have merchantable title to rights of way and easements, either by grant or dedication, that are sufficient to authorize maintenance of all its water pipes over private lands and public h~ghways, and that it has good and sufficient rights to keep and maintain the water system in the manner in which ..~ the same is now maintained and kept, and that the documents of transfer do in fact convey merchantable title and ri'ght to said easements and right of way to the Village. 10. Additional Documents. If at any time after the Closing Date it shall appear that additional bills of sale, d.eeds, assignments or other papers are reasonably necessary to complete or perfect the transfer of any part of the water system to the Village, the Company agrees to execute such additional bills of sale, deeds, assignments or other papers upon the written request of the Village. 11. Ind.emnity. The Company agrees to indemnify the Village and. hold it harmless against any and all losses, claims, damages, expenses and liabilities, including but not limited to tax liabilities, arising out of or in connection with the assets comprising and the operation of the water system prior -10- to noon of the Closing Date. The Company further agrees to indemnify the Village for any and all losGes occasioned to it which are covered by the warranties of the Company contained in this aGreement. Village agrees that if any liability subject to this indRmnity spall be asserted against it, it. shall proITlptly notify Company and afford Company the right and opport'linity to def8nd the same at its own expense. 12. Notices. All notices in connection with the Purchase Agreement shall he given when mailed by registered mail, postage prepaid, to the Company, care of Ishier Jacobson, Vice President, Citizens utilities Company of Illinois, Ridgeway Center, Stamford, Connecticut. ..~ 13. Assignment and Applicable Law. This Purchase Agreement shall inure to the benefit of and be'binding upon the successors and. assigns of the Company and upon the successors of the Village and shall be determined to be an Illinois contract and any matters concerning this Purchase Agreement shall be determined by Illinois law. 14. Invalidity. If any term or provision of this Purchase Agreement or the application thereof to any person or substance shall to any extent be invalid. or unen~orceable as finally determined by any court of competent jurisdiction, this Purchase Agreement may, at the option of either party, be cancelled. and terminated, and all obligations, und.er- takings, and liabilities of the parties hereto shall thereupon automatically be terminated., released. and discharged. -11- 15. Conditions to Final Consunnnation of Purchase Agreement. It is mutuaJly understood and agreed that final consunnnation of this Purchase Agreement is contingent upon, and subject to, the fulfillment of all of the terms of this Purchase Agreement on cr prior to the Closing Date or such extended period. as may be agreeJ upon by the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to bl-' executed in th'2ir respective corporate names by their respective officers thereunto d.uly authorized and their resrectjve (~0rporate seals to be hereunto affixed and attested by their n'spec';ive officprs having custody thereof the day and yea!: first above written. VILLAGE OF MO~~ PROSfECT, bY~~~~ ATTEST: 12 " i .7 L. r!.../. ~tj -' Ll~'''-V Village Clerk (SEAL) by ATTEST: '/ ~-Il ~ iJl. '-<-..~ Assistant Secretary (SEAL)