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04-280 Resolution No. 04-280 RESOLUTION - RATIFYING THE EXECUTION OF AN ASSIGNMENT AGREEMENT WITH WISPARK, L.L.C. AND THE GROVE AT RANDALL, L.L.C. FOR INTERSECTION IMPROVEMENTS ON RANDALL ROAD BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that it hereby ratifies the execution of an Assignment Agreement by Ed Schock, Mayor, and Dolonna Mecum, City Clerk, with Wispark, L.L.C. and The Grove at Randall, L.L.C. for intersection improvements on Randall Road, a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, May Presented: October 13, 2004 Adopted: October 13, 2004 Vote: Yeas: 6 Nays: 0 Attest: s/Dolonna Mecum Dolonna Mecum, City Clerk I f 9/23/04 ASSIGNMENT AGREEMENT This assignment agreement made and entered into this ay of I 2004 , by and between the WISPARK L.L.C. , a Wisconsin limited liability company (hereinafter referred to as "Wispark" ) , THE GROVE AT RANDALL, L.L. C. , an Illinois limited liability company (hereinafter referred to as "The Grove" ) and the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as the "City" ) . WITNESSETH WHEREAS, the City and the Crown Group, Inc . , the then record owner of the property commonly known as the Galvin. Thomas Parcel entered into an annexation agreement for such property dated September 26, 1991 ; and WHEREAS, Wispark Corporation, a Wisconsin corporation, was the successor in title with respect to a portion of such property commonly known as the Galvin South Parcel ; and WHEREAS, the City and the Wispark Corporation entered into a First Amendment to the Annexation Agreement for the Galvin South Parcel dated March 30 , 20.00 (such First Amendment Annexation Agreement for the Galvin South Parcel dated March 30, 2000, is hereinafter referred to as the "Subject First Amendment Annexation Agreement" ) ; and WHEREAS, Wispark is the -successor.-. in interest to the Wispark Corporation; and WHEREAS, Section 7, Subparagraphs A through D thereof, of the Subject First Amendment Annexation Agreement refers to a signalized intersection to be constructed by Wispark on Randall Road adjacent to the Galvin South Parcel, a copy of such Section 7 of. the Subject First Amendment Annexation Agreement and Exhibits C and D to the Subject First Amendment Annexation Agreement being attached hereto as Group Exhibit 1 ; and WHEREAS, The Grove is the contract purchaser of a portion of the Galvin South Parcel ; and WHEREAS, Wispark and The Grove desire to enter into an assignment agreement to provide for an assignment of the provisions of Section 7, Subparagraphs A through D thereof, of the Subject First Amendment Annexation Agreement from Wispark to the Grove and Wispark and The Grove- have requested that the City consent to such an -assignment agreement . NOW, THEREFORE, for and in consideration of the mutual undertakings as set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows : 1 . That Wispark hereby assigns to The Grove all of its rights, obligations and interests in and to the provisions of Section 7, Subparagraphs A through D thereof, of the Subject First Amendment Annexation Agreement . 2 . That The Grove hereby accepts all of Wispark' s rights, obligations and interests in and to the provisions of Section 7, Subparagraphs A through D thereof, of the Subject First Amendment Annexation Agreement . For purposes of clarification, it is agreed and understood that the City' s contribution toward the construction of the intersection shall be limited to the actual costs of the 2 construction of such intersection but not to exceed the total amount of $110, 000 . 3 . The City of Elgin hereby consents to the provisions of this assignment agreement and hereby releases Wispark from the obligations being assigned to The Grove pursuant to this Assignment Agreement . .4 . That this assignment agreement shall become effective upon The Grove completing its purchase from Wispark of the portion of the Galvin South Parcel to be developed with the development commonly known as The Grove . 5 . This agreement may be executed and delivered in any number of counterparts, each of which so executed or delivered shall be deemed an original and all of which shall constitute one and the same instrument . IN WITNESS WHEREOF, the parties have entered into and executed this assignment agreement on the date and year first written above . -W I S PARKRr nm�� � L. L.C. THE' GROVE AT 'RANDALL, -L.L.C . By By It S Its Attest : Attest : Its lGf /,?i/ //t {' Its CITY OF ELGIN By ayor Attes : City Clerk F:\Legal Dept\Agreement\Wispark Corp-Assignment Agreement.doc 3 i ° s Group Exhibit 1 Drive or Vantage Drive which were constructed by Owner as part of Phase I of Northwest Corporate Park. 7 . - A. Exhibit "D" attached hereto is a photocopy of Exhibit "H." attached to the Galvin South Agreement on which the "Intersection" has been. identified. The City acknowledges and agrees M to the location of Intersection as depicted on Exhibit "D" , (ii) that the Intersection shall be a three-way* intersection without restriction 'on vehicular movement, and (iii) shall be signalized in accordance with the Intergovernmental Agreement, defined 'in the following Paragraph B. B. - Owner and .the .City recognize that the Kane County (the "Count)(") Division of' Transportat_ion controls the permitting process. -for access to Randall Road and Owner further recognizes. that the City .and .the County have. previously executed an Intergovernmental' Agreement (•"Intergovernmental Agreement!') relating to access to Randall Road, including from the Galvin South Parcel. The City U) acknowledges that- the location of the Intersection, as depicted on Exhibit "D" , is in conformance with the Intergovernmental Agreement and (ii) agrees that -it shall charge no access fees or charges other than its normal permit fees relative to- the construction of the Intersection. C. Item No. 4 on Exhibit "C" attached to -this Amendment is a drawing which -depicts details of the design of :the Intersection. ' The City and .Owner agree .-that the. City'.s contribution. toward the construction of the Intersecti.on 'shall be `$110,00,0 . 00, which shall be paid to Owner in the second quarter of the- City' s - first fiscal- year following the acceptance of the improvements of the: Intersection by the City and the County, as applicable, plus. interest on the City' s prorata share of .each disbursement by Owner with respect to the Intersection, computed from the date of each such disbursement, at a- rate equal to the Federal Reserve Prime Rate of Interest as published in the Wall Street Journal, with the.' rate changing -on .the first day of the following month. -D. Owner agrees to dedicate to the City, to the extent it has or obtains title, at-no cost to the City, all real estate needed for the construction of the west. leg of the Intersection. Owner further agrees to be fully responsible for the construction of.. any south-bound right turn deceleration lanes included in the = design of the Intersection. . .E. Owner agrees to dedicate to the County, to the extent it has or obtains title, at no- cost to the City or- the County, . an- additional right-of-way of thirty (.3 0) feet along the existing west right-of-way line of Randall Road as and• for future expansion of such roadway and for no other purpose. The- final layout shall be as mutual;ly agreed between the City, the County, and .Owner: C:\myfiles\wsprkwsm.amd- 5 . F. The City acknowledges that the name of east-west street comprising the .west leg of the Intersection shall be determined by Owner and communicated to the City Planning Department prior to passage of the resolution approving the final plat of the` initial phase of such subdivision. G: One point of connection within the Subject Property shall be established in order to provide a public right-of-way access to Randall Road for the Gaitsch Parcel, defined on Exhibit "E" .'(referred to in' the .Galvin South Annexation Agreement as the "Heinkel Parcel") . That portion of the Galvin South Parcel lying between Points A and B on Exhibit "E" . attached hereto shall hereinafter be called !Future .Vantage Drive. " The City and Owner acknowledge that: (i) Future Vantage Drive, if improved as a public roadway, would provide. no benefit to the Galvin South its ts sole -purpose being to. provide alternate access to Randall Road for the Gaitsch Parcel; and (ii) due to the. present lack of development plans for the Gaitsch Parcel, it is not known for certain whether 'Future Vantage Drive will be desired for such access'. The final plat- of subdivision of that portion of the Galvin South Parcel adjacent to the Gaitsch Parcel shall assign a. separate lot number to* Future Vantage Drive. and Owner agrees to.. reserve Fixture Vantage Drive for possible ue as a public private roadway for use of the Gaitsch Parcel for alternate access to Randall Road. The timing of the dedication of Future Vantage Drive as a public right-of-way shall be as required by the City;. provided, . however, that Owner's duties. and City' s. rights pursuant to this Paragraph 7 -G shall terminate and be of..no further force . or effect upon the expiration of ten (10) years from the -date of this Amendment. The City acknowledges that Owner shall not be- responsible for any surface or. underground improvements for Future 'Vantage .Drive, it being-. the. intention of the City and Owner that the developer of the. Gaitsch Parcel shall be .solely responsible for the installation of .all improvements within .Future Vantage.. Drive. In addition, . upon development. of- the . Gaitsch Parcel in such a manner that Future Vantage Drive_ shall be improved, the City agrees that, to the extent permitted by law, as a, condition to - issuance of' a permit to allow the Gaitsch Parcel .access -to Future Vantage 'Drive and the issuance of a permit to construct such Future Vantage Drive improvements, the - City shall: require proof from such Gaitsch Parcel developer that Owner has been reimbursed for M the land lying within Future Vantage Drive, based. upon the.fair market value thereof on the date of- such dedication, determined .with reference to the fair. market value of the land adjacent to Future Vantage Drive, and (ii) 15/135th's of the the sum of the unreimbursed cost to Owner of (a) the installation of the Intersection, as -defined in the foregoing Paragraph 7 A, .and ' (b) the interconnection and co- ordination expenses -related to the signalization of the Intersection. At such time as the . Gaitsch Parcel has been developed' in such a manner that Future' Vantage Drive, if improved, would not C:\myfiles\wsprkwsm.amd 6 connect to a. public street on the Gaitsch .Parcel, the City agrees that., upon written request of Owner, it shall vacate Future Vantage Drive if such Future Vantage Drive had previously been dedicated as a public right of way, or alternatively release the Owner 'from its obligations -hereunder with respect to..Future Vantage Drive regarding the dedication thereof, whereupon Owner shall be free to deal with Future Vantage Drive in such a manner as. if this Paragraph 7 G had never existed'. H. The City agrees that, . during the site preparation phase of the- development of the-' Galvin South Parcel, Owner: shall have the, right'-to traverse' Galvin­Drive' in an. east'-west direction with earth .moving equipment, provided Owner constructs and uses for such earth-moving activities a temporary land bridge, in accordance with generally-accepted 'construction standards, for the protection of existing Galvin Drive' surface -improvements. In addition, the City agrees that Owner may conduct farmed stockpiling of soil from such earth-moving activities on the subdivided lots lying west of Galvin. Drive. I. The City agrees that Owner shall not be required. to establish a signage district for the construction of any monument signs desired by Owner for -the- identification of Owner' s project on the Galvin South Parcel so long' as any such signs are similar- to the monument sign constructed by -Owner and currently -located -- at the intersection of .Northwest Parkway and Randall Road, 1n Phase I- of NorthWest Corporate Park. The City specifically acknowledges that Owner may install a monument sign in- the - general location of the southeast: corner• of the Galvin South Parcel as well as at -either the north or south side of the intersection -of the east-west street and Randall Road. 8 . Insofar as the terms and provisions of this Amendment purport to modify, amend, or are in conflict -.with the terms and provisions of. the Galvin South Agreement, the terms. and provisions of ' this Amendment shall .govern and control . To the extent the terms and provisions of' this Amendment are fully or partially executory upon the expiration of the ten (10) year term of the Galvin South Agreement.; such executory- provisions shall survive. for a full term of ten (10) years from the date hereof. In all other respects, the Galvin South Agreement shall - remain in full force .and effect and unmodified.. IN WITNESS WHEREOF; Owner and the City have hereunto set their hands and seals, and have caused -this instrument to be executed by their dUly 'authorized officials and. the corporate seal . affixed hereto., all on the day .and year first above written.. C:\Wfilea\wsprkwsm.amd 7 PRELIMINARY PLAN FOR NORTHWEST CORPORATE PARK PHASE III 1. A.L.T.A/A.C.S.M. Land' Title Survey (Sheet 1) prepared by Cowhey Gudmundson Leder, Ltd. , dated November 19, 1998 (revision date May *24, 1999) . 2. Preliminary Plat (Sheet 1) prepared by Cowhey Gudmundson Leder, Ltd. , dated May 28, 1999, as adjusted per .Exhibit nEn 3 . Preliminary Engineering Plan (Sheet 1) prepared by Cowhey . Gudmundson Leder, Ltd. , dated May 28, 1999 . 4. Intersection Improvements (Sheet 1) prepared by Cowhey Gudmundson Leder., Ltd. , dated January 26, . 2000 . 5. Preliminary Engineering Calculations for Northwest Corporate Park - Phase- III prepared by Cowhey Gudmundson Leder, Ltd. , dated May 28, 1999 . Northwst.PP EXXHIBIT.,. ,. ' 1 t , 1 _ v j All CT Op 1 2; • t A 90 � t 31 1 . 0 ' 11 iltl tNtf'� •j�, �,G�� Epil P r 1{11 October 8, 2004 '•E FINANCIALLY STABLE CITY GCftSFNMENT EFFICIENT SERVICES, TO: Mayor and Members of the City Council AND QUALITY INFRASTRUCTURE FROM: David M. Dorgan, City Manager / William A. Cogley, Corporation Coif sel SUBJECT: Proposed Assignment Agreement Between Wispark L.L.C., The Grove at Randall, L.L.C. and the City of Elgin Regarding Intersection Improvements on Randall Road PURPOSE The purpose of this memorandum is to submit to the Mayor and members of the City Council a proposed Assignment Agreement between Wispark L.L.C., The Grove at Randall, L.L.C., and the City of Elgin regarding intersection improvements on Randall Road. RECOMMENDATION It is recommended that the City Council approve the proposed Assignment Agreement. BACKGROUND The City and the Crown Group, Inc., the then record owner of the property on the west side of north Randall Road known as the Galvin Thomas Parcel entered into an Annexation Agreement for such property dated September 26, 1991. Wispark L.L.C. is the successor in title with respect to a portion of such property known as the Galvin South Parcel. The City and Wispark entered into a First Amendment to the Annexation Agreement for the Galvin South Parcel dated March 30, 2000. Section 7, subparagraphs A-D thereof, of the subject First Amendment Annexation Agreement refers to a signalized intersection to be constructed by Wispark on Randall Road adjacent to the Galvin South Parcel. A copy of such Section 7 of the subject First Amendment Annexation Agreement and Exhibits C and D thereto which depict the location of the referenced intersection on Randall Road are included in the attachments hereto. The Grove at Randall L.L.C. is the contract purchaser of a portion of the Galvin South Parcel. The Grove at Randall has recently obtained zoning approval for the development to be known as The Grove. Wispark and The Grove at Randall desire to enter into an Assignment Agreement to i Proposed Assignment Agreement Between Wispark Corporation, The Grove at Randall and the City of Elgin Regarding Intersection Improvements on Randall Road October 8, 2004 Page 2 provide for an assignment from Wispark to The Grove at Randall of the rights and obligations of the provisions of Section 7, subparagraphs A-D, of the subject First Amendment Annexation Agreement and have requested that the City consent to such an Assignment Agreement. A copy of the proposed Assignment Agreement is attached hereto. Section 7 of the subject First Amendment Annexation Agreement specifies the location and certain engineering details regarding the intersection to be constructed by the developer on Randall Road. Section 7C provides that the City will contribute $110,000 plus the specified interest toward the construction of such intersection which will be paid to the owner in the second quarter of the City's first fiscal year following the acceptance of the improvements of the intersection by the City and the County. The Mayor and members of the City Council will recall that the Corporation Counsel spoke to each of you regarding this agreement at the end of the week of September 20, 2004. The approval of this agreement by the City was the last condition for the closing of the sale of the subject property from Wispark to The Grove at Randall. Because of these circumstances the City Council agreed to allow the Mayor and City Clerk to execute the Assignment Agreement on behalf of the City with the subsequent council action being in the form of the ratification of such execution. Mayor Schock and the City Clerk then proceeded to execute the Assignment Agreement on behalf of the city. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None. FINANCIAL IMPACT None. LEGAL IMPACT None. ALTERNATIVES Approval of the Assignment Agreement and the ratification of the Mayor and City Clerk's execution thereof is the appropriate alternative given the City's prior execution of the agreement. Respectfully submitted for Council consideration. mg Attachment