06-6 Resolution No. 06-6
RESOLUTION
AUTHORIZING EXECUTION OF A TERMINATION AGREEMENT
WITH JOHN B. SANFILIPPO AND SON, INC., ARTHUR/BUSSE LIMITED
PARTNERSHIP, AND 300 EAST TOUHY AVENUE LIMITED PARTNERSHIP
REGARDING 750 SOUTH STATE STREET
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
Ed Schock,Mayor, and Dolonna Mecum, City Clerk, be and are hereby authorized and directed to
execute a Termination Agreement with John B. Sanfilippo and Son, Inc., Arthur/Busse Limited
Partnership and 300 East Touhy Avenue Limited Partnership on behalf of the City of Elgin in
connection with 750 South State Street,a copy of which is atta9hed hereto and made a part hereof by
reference.
s/Ed Schock
Ed Schock, Mayor
Presented: January 11, 2006
Adopted: January 11, 2006
Vote: Yeas: 7 Nays: 0
Attest:
s/Dolonna Mecum
Dolonna Mecum, City Clerk
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TERMINATION AGREEME
THIS TERMINATION AGREEMENT made and en. ered into this 11th day
of January, 2006, by and between the CITY OF ELGIN, an Illinois
municipal corporation (hereinafter referre. to as the "City" ) ; and
JOHN B. SANFILIPPO AND SON, INC. , an Illinois corporation,
ARTHUR/BUSSE LIMITED PARTNERSHIP, an Illin.is limited partnership,
and 300 EAST TOUHY AVENUE LIMITED PARTNERS IP, an Illinois limited
partnership (hereinafter collectively refe red to as "Developer" ) .
WHEREAS, on May 26, 2004 , the City an. the Developer entered
into a Development Agreement (hereinafter referred to as the
"Subject Development Agreement" ) ; and
WHEREAS, the Subject Development Agreelent related to property
then owned by the State of Illinois consis•ing of approximately 90
acres commonly known as 750 South State Str-et, Elgin, Kane County,
Illinois, such property being legally .escribed in Exhibit A
attached hereto (hereinafter referred to as the "Subject
Property" ) ; and
WHEREAS, pursuant to the Subject De elopment Agreement the
City has since acquired the Subject Prop-rty from the State of
Illinois with the purchase price being fund-d by the Developer; and
WHEREAS, pursuant to the Subject De elopment Agreement the
Developer at its cost has provided for the Environmental
Remediation of the Subject Property; and
WHEREAS, pursuant to the Subject Deielopment Agreement the
Developer at its cost has provided for the Subject Asbestos
Abatement and Building Demolitions on the ubject Property; and
WHEREAS, pursuant to the Subject Development Agreement and as
provided by law the City has adopted Ordinnce Nos . S26-04, 527-04
and S28-04 providing for the approval of the Elgin Route 20 Tax
Increment Financing Redevelopment Project and Plan, the Designation
of the Elgin Route 20 Tax Increment Financing Redevelopment Project
Area and the adoption of Tax Increment Financing in connection with
such designated Route 20 Tax Increment Financing Redevelopment
Project Area (hereinafter collectively referred to as the "Route 20
Tax Increment Financing District" ) ; and
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WHEREAS, pursuant to the Subject Development Agreement and as
provided by law the City has provided fcr the expansion by the
State of Illinois of the City' s Illinois Enterprise Zone known as
the Elgin Enterprise Zone to include the Subject Property and has
obtained an extension of the term of the Elgin Enterprise Zone for
an additional term of ten (10) years from the date of the request
to the State of Illinois (hereinafter referred to as the "Subject
Enterprise Zone Expansion" ) ; and
WHEREAS, pursuant to the Subject D7elopment Agreement the
City has as part of the acquisition of the Subject Property from
the State of Illinois reimbursed to the Sate of Illinois one-half
of the estimated cost of the State of Illinois relocating its
operations and employees from Building No. 69 on the Subject
Property; and
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WHEREAS, since the entry into th- Subject Development
Agreement the Developer has determined not to proceed with the
Subject Redevelopment of the Subject Property as provided for in
the Subject Development Agreement and as instead elected to
proceed to acquire the property commonly nown as 1701-1715 North
Randall Road, Elgin, Illinois; and
WHEREAS, the City and Developer have determined to enter into
this Termination Agreement providing for the termination of the
Subject Development Agreement upon the terms and conditions
provided herein.
NOW, THEREFORE, for and in consideration of Ten Dollars
($10 . 00) in hand paid, and other good and valuable consideration,
the receipt and sufficiency of which is ereby acknowledged, the
parties hereto agree as follows :
1 . Recitals. The foregoing recita s are incorporated into
this agreement in their entirety.
2 . Definitions. Capitalized terms s all have the definitions
as provided herein and as provided in he Subject Development
Agreement .
3 . Conveyance of Subject Property o Developer.
A. Within thirty (30) days of the entering into of this
Termination Agreement, the City shall con ey the Subject Property
to the Developer by recordable quit cla m deed, subject to all
matters of record or otherwise including .ut not limited to : the
same title exceptions, encumbrances, co ditions, agreements and
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easements regarding the Subject Property as existed as of the
conveyance of the Subject Property from tie State of Illinois to
the City; exceptions 2 through 11 of Sd edule B of the First
American Insurance Company Owner' s Title P.licy, dated October 22
2004 , File No. NCS-90286-CHI1; real esuate taxes; covenants,
conditions, encroachments and restrictions of record; zoning laws,
statutes and ordinances, including, but of limited to, matters
relating to the Tax Increment Allocation Redevelopment Act, the
Route 20 Tax Increment Financing District .nd the Elgin Enterprise
Zone; the Intergovernmental Lease Agree ent to Utilize Space
between the State of Illinois, acting though its Department of
Central Management Services on behalf of he Department of Human
Services and the City of Elgin for Buil.ing 67 (also known as
Building 69) dated April 13 , 2005, and Ma 16, 2005 ("hereinafter
referred to as the "Subject Lease with the State" ) ; reservation of
easement for the State of Illinois as set orth in Section Nine of
the Agreement for Sale of Real Propert between the State of
Illinois, acting by and through its Department of Central
Management Services and the City of Elgin .ated June 18, 2004 (such
agreement is hereinafter referred to as th- "Subject Agreement for
the Sale of the Subject Property with the .tate" ) ; restrictions on
utilization of property and option to re..urchase the property of
the State of Illinois as set forth in Se.tion Ten of the Subject
Agreement for the Sale of the Subject P operty with the State;
provisions including "as is" and "where i . " provisions in Section
Eleven of the Subject Agreement for Sale of the Subject Property
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with the State; provisions including indemnification provisions in
Section Twelve of the Subject Agreement fpr Sale of the Subject
Property with the State; and the provisions of Sections 3B - 3J of
this Agreement . Unless otherwise directe by the Developer the
grantee in the deed of conveyance conveyig the Subject Property
from the City to the Developer shall be John B . Sanfilippo & Son,
Inc. , an Illinois corporation. At the Closing of the conveyance of
'the Subject Property from the City to the Developer the City and
the Developer will enter into an Assignment and Assumption
Agreement whereby the City shall assign to the Developer and the
Developer shall accept from the City all of the City' s rights,
title and obligations in the Subject Lea9e with the State . The
City hereby represents that the current version of the Subject
Lease with the State is the Lease dated April 13 , 2005 and May 16,
2005, and that the City has no knowledge of any current defaults
with respect to the Subject Lease with th State .
B. Developer hereby acknowledges and agrees that it is
acquiring the Subject Property from the City in its "as is" and
"where is" condition, and that, as of the Closing of the conveyance
of the Subject Property from the City to the Developer, the
Developer will be acquiring the Subject Property with no direct
recourse or direct rights of action againt the City or the City' s
officials, officers, employees, agent , attorneys, personal
representatives, successors and/or assigns .
C. Developer further understands and agrees that , the City
shall have no responsibility for any responsive corrective actions
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or remediation of any Environmental Condition (as hereinafter
defined) at, or upon the Subject Property and that Developer hereby
waives and releases any claim for contribution against , and
covenants not to sue the City, or the City s officials, officers,
employees, agents, attorneys, personal representatives, successors
and assigns, whether asserted directly or iridirectly, or whether in
the nature of an action for contribution, third party proceeding or
other action or proceeding whatsoever, for all damages, including,
without limitation, punitive damages, liabilities, costs, losses,
diminutions in value, fines , penalties, demands, claims, cost
recovery actions, lawsuits, administratiMe proceedings, orders,
response action cost, compliance cost , investigation expenses,
consultant ' s fees, attorney' s fees, paralegal fees and litigation
expenses (collectively "claims" ) arising cut of or in connection
with any Environmental Conditions (as her inafter defined on the
Subject Property or its migration to any other site or location or
arising out of or in connection with an Environmental Law (as
hereinafter defined) .
D. The Developer for itself and its successors, assigns and
grantees, hereby covenants and agrees that in consideration of this
agreement neither the Developer nor its successors or assigns or
its grantees shall directly or indirectly sue the City or the
City' s officials, officers, employees, ageFits, attorneys, personal
representatives, successors or assigns for any Claims with respect
to, or arising out of any Environmental C ndition (as hereinafter
defined) or any other condition of , or situation existing with
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respect to the Subject Property or any Environmental Law (as
hereinafter defined) . The covenant and agreement of the Developer
as set forth in the preceding sentence shall hereinafter be called
the "Covenant Not to Sue" . The parties her to understand and agree
that Developer' s Covenant Not to Sue the Ciy as stated herein does
not apply to any action taken by the Dekveloper to enforce any
contractual obligations of the City as may be specifically set
forth in this agreement .
E. "Environmental Condition" shall mean any condition or
situations existing on, under, at or about the Subject Property,
the groundwater, subsurface water, and/or the underground soil and
geologic conditions thereunder, prior to and/or as of the date of
the execution of this agreement which (i) constitutes a violation
of any State of Illinois or federal environmental law, regulation
or ordinance and/or (ii) which does or might form the basis of any
public or private claim or cause of action for the cleanup or
remediation as a result of the release, threatened release,
migration or the existence of any contaminants, pollutants,
petroleum and petroleum byproducts, crude oil or any fraction
thereof, chemicals, asbestos, wastes of substance (including,
without limitation, regulated substances and hazardous wastes and
hazardous substances as such terms are commonly used and understood
within the framework of existing federal and Illinois environmental
laws and regulations) and/or (iii) are a release or a threat of
release of hazardous substances or hazardous waste, and/or (iv) are
described or included in any report provided by the City to the
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Developer or in any report generated by thp investigations of the
Subject Property.
F. "Subject Property" shall mean the property described in
this agreement, and any and all improvements thereon, and the
soils, subsoils, geologic formations and the groundwater on and
under such property.
G. "Environmental Law" shall mean any federal or state law,
statute, regulation, rule, order, decree, judgment or direction
concerning environmental protection or health and safety including,
without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, the Resource,
Conservation and Recovery Act , as amende , the Toxic Substances
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Control Act, as amended, and the Illinois Environmental Protection
Act, as amended.
H. The "City" shall mean the City of Elgin and the City' s
officials, officers, employees, agents, attorneys, personal
representatives, boards and commissions, successors, assigns and
grantees .
I . At the Closing of the conveyance of the Subject Property
from the City to the Developer the City and the Developer shall
also enter into an Assignment and Assumption Agreement whereby the
City shall assign all of its rights and obligations to the
Developer and the Developer shall accept rom the City all of the
City' s rights and obligations regarding te provisions of Section
Twelve of the Subject Agreement for Sale of the Subject Property
with the State .
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J. The provisions of Sections 3B - 34 shall be deemed remade
as of the closing of the conveyance of the Subject Property from
the City to the Developer and shall survive such closing and shall
not be merged into any closing documents and shall be binding on
the Developer and its successors, assigns and grantees and shall
run with title to the Subject Property.
4 . Route 20 Tax Increment Financing District and Subject
Elgin Enterprise Zone Expansion. The City agrees to the extent
permitted by law that during the term of the Subject Route 20 Tax
Increment Financing District not to adopt any ordinances removing
the Subject Property from the Route 20 tax Increment Financing
District . The City further agrees to the extent permitted by law
that during the term of the Subject Elgin EInterprise Zone Expansion
not to adopt any ordinances removing the Subject Property from the
Elgin Enterprise Zone .
5 . Survey. The City has previously provided Developer with
a survey of the Subject Property prepared by Landmark Engineering
Group, Inc. , dated March 3 , 2004 , Job N4. 02-04-793 . The City
shall not be required to provide any other survey of the Subject
Property.
6 . No Brokers or Agents Involved in this Transaction.
Developer represents and warrants it ha dealt with Interstate
Partners L.L.C. and NAI Hiffman as its agents in connection with
the proposed acquisition of the Subject Property and that it shall
be responsible for and shall pay to Interstate Partners L.L.C.
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and/or NAI Hiffman any and all fees, cpsts or expenses such
entities may be due . The City and the Developer each warrant to
the other that they have dealt with no other brokers or agents in
connection with this transaction. Each party agrees to indemnify,
hold harmless and defend the other party from any loss, cause,
damages or expenses (including reasonable attorney' s fees) arising
out of a breach of the warranties contained in this section.
7 . Title. The City has previously plrovided to the Developer
a title commitment for the Subject Property issued by Chicago Title
Insurance Company dated April 5, 2004, Ordr No. 1410 000532428KA.
The City shall not be required to provide any other title
commitment or title insurance for the Subject Property.
8 . Prorations. There shall be po prorations for the
conveyance of the Subject Property from th City to the Developer.
9 . Termination of the Subject Development Agreement. The
Subject Development Agreement entered ino between the City and
Developer dated May 26, 2004 , is hereby erminated and cancelled
and rendered null and void without any futher obligations of the
parties thereunder.
10 . Default. The City and Developer agree that, in the event
of a default by the other party, the oth6r party shall , prior to
taking any such actions as may be available to it, provide written
notice to the defaulting party stating that they are giving the
defaulting party fifteen (15) days witin which to cure such
default . If the default shall not be curd within the thirty (30)
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days period aforesaid, then the party giving such notice shall be
permitted to avail itself of remedies to which it may be entitled
under this Agreement .
11 . Remedies. Each of the entities identified in this
agreement which comprise the Developer shall be jointly and
severally liable for the performance 8f the terms of this
agreement . If either party fails or refuses to carry out any of
the material covenants or obligations hereunder, the other party
shall be entitled to pursue any and all available remedies as
specified herein or otherwise available at law, equity or
otherwise . Notwithstanding the foregoing or anything else to the
contrary in this agreement, no action shill be commenced by the
Developer and/or any of its successors and/or assigns against the
City for monetary damages . Venue for the resolution of any
disputes or the enforcement of any rights pursuant to this
agreement shall be in the Circuit Court of Kane County, Illinois .
The provisions of this Section shall surrive the Closing of the
conveyance of the Subject Property from the City to the Developer
and/or any termination and/or expiration Of this Agreement .
12 . Time. Time is of the essence or this agreement .
13 . Notices. All notices shall be iequired to be in writing
and shall be served on the parties at the ddresses following their
signatures . The mailing of a notice by registered or certified
mail, return receipt requested, or by recognized overnight delivery
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service or personal delivery by courier service shall be sufficient
service .
14 . Interpretation. This agreement shall be construed, and
the rights and obligations of the City and Ithe Developer hereunder
shall be determined in accordance with the laws of the State of
Illinois without reference to its conflict of laws rules .
15 . Relationship of the Parties. Thi agreement shall not be
deemed or construed to create as between the City and the Developer
an employment, joint venture, partnerhip or other agency
relationship between the parties hereto.
16 . Failure to Enforce Provisions. the failure by a party to
enforce any provision of this agreement against the other party
shall not be deemed a waiver of the right to do so thereafter.
17 . Amendments . This agreement may be modified or amended
only in writing signed by both parties hereto, or their permitted
successors or assigns as the case may be .
18 . Entire Agreement. This agreement contains the entire
agreement and understandings of the parties hereto with respect to
the subject matter as set forth herein, all prior agreements and
understandings having been merged herein and extinguished hereby.
19 . Joint and Collective Work Product. This agreement is and
shall be deemed and construed to be a jcint and collective work
product of the City and the Developer, and as such, this agreement
shall not be construed against the other party, as the otherwise
purported drafter of same, by any court of competent jurisdiction
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in order to resolve any inconsistency, ambiguity, vagueness or
conflict, if any, in the terms and provisions contained herein.
20 . Assignment. This agreement shall be binding on the
parties hereto and their respective successors, successors in
title, grantees and assigns and shall run with the land. This
agreement may not be assigned without the expressed written consent
of each of the parties hereto. Any such assignment shall expressly
provide that the assignee shall comply with all terms and
requirements of this agreement .
21 . No Conflicting Interests. Developer hereby represents
and warrants that the Developer, nor an associated person or
organization, presently owns or has any beneficial interest in the
Subject Property being conveyed to Developer or entitled to receive
any income from the Subject Property. In compliance with 50 ILCS
105/3 . 1, Developer shall provide the City with a written statement
subscribed by an owner, authorized trustee, corporate official, or
managing agent, under oath, disclosing the identity of every person
having an interest, real or personal, in the development group and
every shareholder entitled to receive more than seven and one/half
(73 %) percent of the total distributable income of any corporation
which will have an interest, real or perisonal, in such property
upon the acquisition of any interest by the Developer in the
Subject Property.
22 . Indemnification. To the fullest extent permitted by law,
Developer agrees to and shall indemnify, defend and hold harmless,
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the City, its officials, officers, employees, attorneys, agents,
boards and commissions from and against any and all claims, suits,
judgments, costs, attorney' s fees , damages or other relief,
including but not limited to workmens' compensation claims, in any
way resulting from or arising out of or alleged to be resulting
from or arising out of negligent actions or omissions of the
Developer in connection herewith (which shall be deemed to include,
but are not limited to, (1) the performance of the Subject
Development Agreement; (2) the performance of this agreement,
(3) the Environmental Remediation of the Subject Property or any
other environmental remediation of the Subject Property, (4) the
Subject Asbestos Abatement and Building Demolitions or any other
asbestos abatement or demolition activities on the Subject
Property, (5) site preparation activitieslon the Subject Property
and (6) the construction of any improvements on the Subject
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Property) , including negligence or omissions of employees, agents
or subcontractors of the Developer, or in any way resulting from or
arising out of or alleged to be resulting from or arising out of
any violation and/or breach of the terms or provisions of the
Subject Development Agreement and/or this agreement by the
Developer, including any violation and/9r breach by employees,
agents or subcontractors of the Developer.. In the event of any
action against the City, its official , officers, employees,
agents, attorneys, boards or commissions covered by the foregoing
duty to indemnify, defend and hold harmless such action shall be
defended by legal counsel of the City' s choosing . The provisions
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of this Section 22 shall not apply to any fraud or willful
misconduct committed by the City. Notwithstanding anything else to
the contrary in this Agreement, no action shall be commenced by the
Developer and/or any of its successors and/or assigns against the
City for monetary damages . The provisions of this section shall
survive the Closing of the conveyance of the Subject Property from
the City to the Developer and/or any termination and/or expiration
of this agreement .
23 . Acquisition Costs . The City and the Developer hereby
release one another and agree not to pi,irsue any legal action
against each other for their respective previous costs incurred in
the acquisition of the Subject Property frpm the State of Illinois
pursuant to the Subject Development Agreement including, but not
limited to, for such matters as appraisals, , surveys, title reports,
environmental investigations, purchase price, attorney' s fees and
other closing costs .
24 . Severability. In the event I any phrase, section,
paragraph or portion of this Agreement is found to be invalid or
illegal by any Court of competent jurisdiction, such finding of
invalidity as to that portion shall not affect the validity,
legality or enforceability of the remaining portions of this
Agreement .
25 . No Disconnection. Neither the peveloper nor any of the
Developer' s successors in interest shall file, cause to be filed or
take any action that would result i1 the disconnection or
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deannexation of the Subject Property frOm the City of Elgin.
Without limiting the foregoing, Developer on behalf of itself and
its successors and/or assigns hereby waives any and all rights,
statutory or otherwise, to disconnect the Subject Property from the
City of Elgin. The provisions of this SeCtion shall survive the
Closing of the conveyance of the Subject Property from the City to
the Developer and/or any termination and/or expiration of this
Agreement .
26 . Counterparts. This agreement may be executed and
delivered in any number of counterparts, each of which so executed
and delivered shall be deemed to be an original and all of which
shall constitute one and the same instrument .
IN WITNESS WHEREOF, the parties hereto have entered into and
executed this Termination Agreement on the date and year first
written above.
SIGNATURE PAGE FOLLOWS ON FOLLOWING PAGE
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CITY OF ELGIN, a municipal JOHN B. SAFILIPPO AND SON, INC. ,
corporation an Illinois corporation
By
fl
Mayor By
Or' r'' /allolortIP
Attest : Attest : ,
k .
(2/.3,/zzy, refitee
)lfe4519/1_
Citiy Clerk Its a • iaseer4.444re,
ARTHUR/BUSSE LIMITED PARTNERSHIP,
an Illinois limited partnership
By Affi
Itsf &C.
/
Attest :
ItS f Vg.t.i, REek,Ati
300 EAST TOUHY AVENUE LIMITED
PARTNERSHZP, an Illinois limited
partnership
BY 4014 ,
I,
Attest : 0
Attest :
t4
City of Elgin John B. Sanfilippo and Son, Inc.
c/o City Manager 2299 Buse Road
150 Dexter Court Elk Grove Village, IL 60007-6057
Elgin, IL 60120-5555
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With a Copy of Any Notice to : With a Copy of any Notice to:
William A. Cogley Jeffrey J. Stahl
Corporation Counsel Stahl Cowen Crowley LLC
City of Elgin 55 W. Monroe St , Suite 500
150 Dexter Court Chicago, It 60603
Elgin, IL 60120-5555
F:\Legal Dept\Agreement\Termination Agr-Sanfilippo-Clean 12-19- 5.DOC
18
1
FLAT OF SURVEY
THAT PART OF THE SOUTHEAST QUARTER'OF SECTION 23, TOWNSHIP 41 NORTH, RANGE EAST OF THE
THIRD PRINCIPAL MERIDIAN. DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE WEST
UNE OF THE AFORESAID SOUTHEAST QUARTER OF SECTION 23 WITH THE SOUTHERLY RIGHT OF WAY LINE
OF THE U.S ROUTE 20 BY-PASS; THENCE SOUTH 00 DEGREES 09' MINUTES 40 SECONDS WEST, ALONG
AFORESAID WEST LINE OF THE SOUTHEAST QUARTER. A DISTANCE pF 797.77 FEET FOR THE POINT OF
BEGINNING' THENCE SOUTH 86 DEGREES 3.3 MINUTES.51 SECONDS EAST. A.DISTANCE OF 564,68-FEET;
THENCE NORTH 03 DEGREES 31 MINUTES 48 SECONDS,EAST, A DISTANCE OF 820.00 FEET TO THE
AFORESAID SOUTHERLY RIGHT OF WAY UNE OF U.S. ROUTE 20 BYtPASS; THENCE SOUTH 88 DEGREES
46 MINUTES 03 SECONDS EAST, ALONG SAID SOUTHERLY RIGHT a WAY LINE, A DISTANCE OF 1123.09
FEET; THENCE SOUTHEASTERLY. ALONG SAID SOUTHERLY RIGHT OF WAY LINE, BEING ALONG A CURE TO
THE RIGHT, HAVING A RADIUS OF 959.76 FEET. CHORD BEARINGSOUTH 72 DEGREES 47 MINUTES 03
SECONDS EAST, AN ARC DISTANCE OF 208.78 FEET; THENCE SOU 66 DEGREES.33 MINUTES 09
SECONDS EAST. ALONG SAID SOUTHERLY RIGHT'OF WAY LINE, TAN NT TO THE LAST DESCRIBED CURVE,.
A DISTANCE OF 4.20 FEET; THENCE SOUTHEASTERLY, ALONG SAID SOUTHERLY RIGHT OF WAY UNE,
BEING ALONG A,CURE 'TO THE LEFT. HAVING A RADIUS OF 3029. FEET. CHORD BEARING OF SOUTH
70 DEGREES 50.MINUTES 57 SECONDS EAST, AN ARC DISTANCE 454.37 FEET TO THE WESTERLY
RIGHT OF WAY LINE OF STATE ROUTE NO. 31; THENCE SOUTH 00 GREES 42 MINUTES 08 SECONDS
EAST, ALONG SAID WESTERLY RIGHT OF WAY UNE, 'A DISTANCE'OF '188:74 FEET; THENCE SOUTH 05
DEGREES 17 MINUTES 58 SECONDS WEST, ALONG SAID WESTERLY RIGHT OF WAY LINE. A DISTANCE.OF .
. 601.06 FEET; THENCE SOUTHWESTERLY, ALONG SAID WESTERLY RIGHT=GF•WAY'LINE. BEING ALONG A
CURVE TO THE RIGHT, HAVING A RADIUS OP:3241.17 FEET, CHORDI BEARING-OF SOUTH 11 DEGREES 18
MINUTES 04 SECONDS WEST, AN ARC DISTANCE OF 679.01 FEET; THENCE SOUTH 21 DEGREES 43
MINUTES 17 SECONDS WEST,-ALONG SAID WESTERLY RIGHT OF WAY UNE. A DISTANCE OF 96.27 FEET;
THENCE SOUTH 20 DEGREES.14 MINUTES 40 SECONDS WEST, ALONG-SAID WESTERLY RIGHT OF WAY,UNE,
A DISTANCE a 68.38 FEET.TO A JOG IN SAID WESTERLY UNE; THENCE NORTH 69 DEGREES .35 MINUTES
38 SECONDS WEST, ALONG SAID JOG, A DISTANCE OF 30.00 FEET; THENCE SOUTH 20 DEGREES•14
MINUTES 40 SECONDS NEST ALONG SAID WESTERLY RIGHT OF WAY LINE, A DISTANCE OF 20.00 FEET TO
A JOG IN SAID WESTERLY-.IIGHTOF WAY UNE THENCE SOUTH 69 DEGREES .35 MINUTES 38.SECONDS
EAST. ALONG SAID JOG,„A DISTANCE OF 30.00 FEET; THENCE SOI�TH 20 DEGREES. 14 MINUTES 40
SECONDS NEST, ALONG SAID -WESTERLY RIGHT OF WAY UNE A DI$TANOE OF 95.40 FEET; THENCE SOUTH
40 DEGREES 51 MINUTES 13 SECONDS WEST, ALONG SAID WESTERLY RIGHT OF WAY UNE A DISTANCE OF
49.38 FEET; THENCE.SOUTH 65 DEGREES 11 MINUTES 41 SECONDWEST, ALONG SAID WESTERLY RIGHT
OF WAY'UNE. A DISTANCE OF.27.00 FEET; THENCE SOUTH 22 DE EES 31 MINUTES 54 SECONDS WEST,
ALONG.SAID WESTERLY RIGHT OF WAY UNE, A DISTANCE OF'.107. 3 FEET; THENCE SOUTH 28 DEGREES
49 MINUTES 52 SECONDS EAST.'ALONG SAID WESTERLY RIGHT OF WAY UNE, A DISTANCE OF 32.11 FEET;
THENCE NORTH 84 DEGREES 37 MINUTES 06 SECONDS WEST. A DISTANCE OF 1110.23 FEET TO A POINT
HEREAFTER REFERRED TO AS POINT 'A";. THENCE CONTINUING NORTH 84 DEGREES:37 MINUTES.06
SECONDS WEST. A DISTANCE .OF 557.75 FEET; THENCE NORTH 86 DEGREES 41 MINUTES 37 SECONDS
WEST. A DISTANCE.OF.344.06 FEET TO THE AFORESAID WEST UN OF THE SOUTHEAST QUARTER OF
SECTION 23; THENCE NORTH 00.DEGREES 09 MINUTES 40 SECONDS EAST. ALONG SAID WEST LINE, A
DISTANCE OF 1165.55 FEET TO THE POINT OF BEGINNING, EXCEP G THEREFROM THAT PART'OF
AFORESAID SOUTHEAST QUARTER OF SECTION 23_DESCRIBED AS FOLLOWS: COMMENCING AT .THE
AFORESAID POINT "A.; THENCE NORTH 05 DEGREES 22 MINUTES 54 SECONDS EAST, A 'DISTANCE OF.
422.29 FEET; THENCE SOUTH '79 DEGREES 01 MINUTES.05 SEMOS EAST, A DISTANCE OF. 78.58 FEET
FOR THE POINT OF BEGINNING OF EXCEPTION; THENCE NORTH 79 DEGREES 01 MINUTES 05 SECONDS •
WEST; ALONG.,THE LAST DESCRIBED COURSE AND SAID UNE EXTE�4DED WESTERLY. A DISTANCE OF 461.30
FEET;' THENCE NORTH 10 DEGREES 58 MINUTES 55 SECONDS EA$T, A DISTANCE OF 394.97 FEET;
THENCE SOUTH 79.DEGREES 01 MINUTES 05 SECONDS EAST, A DISTANCE OF .357.62 FEET; THENCE
SOUTH 10=DEGREES 58 MINUTES 55 SECONDS-WEST, A DISTANCE OF 284.28 FEET; THENCE SOUTH '79
DECREES 01 MINUTES 05 SECONDS EAST. A DISTANCE OF 103.68 FEET; THENCE SOUTH 10 DECREES 58
MINUTES 55 SECONDS WEST, A DISTANCE OF 110.70 FEET TO THE POINT OF BEGINNING, CONTAINING
90.00 ACRES MORE OR LESS. ALSO A 66.00 FOOT WIDE INGRESS, EGRESS, AND UTILITY EASEMENT
OVER THAT PART OF' AFORESAID SOUTHEAST QUARTER OF' SECTION 23 DESCRIBED AS FOLLOWS
' BEGINNING AT AFORESAID POINT 'A"; THENCE NORTH 05 DEGREES 22 MINUTES 54 SECONDS EAST. A
DISTANCE OF 422.29 FEET; THENCE NORTH 79 DEGREES 01 MINUTES 05 SECONDS WEST. A'DISTANCE OF
66.32 FEET; THENCE SOUTH 05 DEGREES 22 MINUTES 54 SECONDS ',EST. A DISTANCE OF' 428.76 FEET
TO THE INTERSECTION KITH A LINE THAT BEARS NORTH 86 DEGREES 41 MINUTES .37 SECONDS WEST
FROM THE POINT'OF BEGINNING OF SAID EASEMENT; THENCE SOUTH 86 DEGREES 41' MINUTES 37
SECONDS EAST, ALONG SAID UNE, A DISTANCE OF. 66.00 FEET t0 THE POINT OF BEGINNING OF SAID
. EASEMENT, SITUATED IN THE CITY OF ELGIN, KANE. COUNTY, ILLINOIS AND CONTAINING 90.00 ACRES
MORE OR LESS.
1714i11 4s- A
TERMINATION AGREEMEN' '
THIS TERMINATION AGREEMENT made and entered into this 11th day
of January, 2006, by and between the CITY OF ELGIN, an Illinois
municipal corporation (hereinafter referred to as the "City" ) ; and
JOHN B. SANFILIPPO AND SON, INC. , an Illinois corporation,
ARTHUR/BUSSE LIMITED PARTNERSHIP, an Illinois limited partnership,
and 300 EAST TOUHY AVENUE LIMITED PARTNERSIP, an Illinois limited
partnership (hereinafter collectively referred to as "Developer" ) .
WHEREAS, on May 26, 2004 , the City ani the Developer entered
into a Development Agreement (hereinafter referred to as the
"Subject Development Agreement" ) ; and
WHEREAS, the Subject Development Agreement related to property
then owned by the State of Illinois consisting of approximately 90
acres commonly known as 750 South State Street, Elgin, Kane County,
Illinois, such property being legally described in Exhibit A
attached hereto (hereinafter referred to as the "Subject
Property" ) ; and
WHEREAS, pursuant to the Subject Development Agreement the
City has since acquired the Subject Property from the State of
Illinois with the purchase price being funded by the Developer; and
WHEREAS, pursuant to the Subject Dekrelopment Agreement the
Developer at its cost has provided for the Environmental
Remediation of the Subject Property; and
WHEREAS, pursuant to the Subject Deyelopment Agreement the
Developer at its cost has provided for the Subject Asbestos
Abatement and Building Demolitions on the Subject Property; and
WHEREAS, pursuant to the Subject Deve]1opment Agreement and as
provided by law the City has adopted Ordi+ce Nos . S26-04, S27-04
and S28-04 providing for the approval of the Elgin Route 20 Tax
Increment Financing Redevelopment Project and Plan, the Designation
of the Elgin Route 20 Tax Increment Financihg Redevelopment Project
Area and the adoption of Tax Increment Financing in connection with
such designated Route 20 Tax Increment Financing Redevelopment
Project Area (hereinafter collectively refelrred to as the "Route 20
Tax Increment Financing District" ) ; and
WHEREAS, pursuant to the Subject Deve opment Agreement and as
provided by law the City has provided fcr the expansion by the
State of Illinois of the City' s Illinois Enterprise Zone known as
the Elgin Enterprise Zone to include the Subject Property and has
obtained an extension of the term of the Elgin Enterprise Zone for
an additional term of ten (10) years from the date of the request
to the State of Illinois (hereinafter refrred to as the "Subject
Enterprise Zone Expansion" ) ; and
WHEREAS, pursuant to the Subject D9velopment Agreement the
City has as part of the acquisition of tire Subject Property from
the State of Illinois reimbursed to the Sate of Illinois one-half
of the estimated cost of the State of Illinois relocating its
operations and employees from Building No. 69 on the Subject
Property; and
2
WHEREAS, since the entry into the Subject Development
Agreement the Developer has determined not to proceed with the
Subject Redevelopment of the Subject Property as provided for in
the Subject Development Agreement and las instead elected to
proceed to acquire the property commonly known as 1701-1715 North
Randall Road, Elgin, Illinois; and
WHEREAS, the City and Developer have determined to enter into
this Termination Agreement providing for the termination of the
Subject Development Agreement upon the terms and conditions
provided herein.
NOW, THEREFORE, for and in consideration of Ten Dollars
($10 . 00) in hand paid, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows :
1 . Recitals . The foregoing recitals are incorporated into
this agreement in their entirety.
2 . Definitions. Capitalized terms shall have the definitions
as provided herein and as provided in the Subject Development
Agreement .
3 . Conveyance of Subject Property to Developer.
A. Within thirty (30) days of the entering into of this
Termination Agreement , the City shall coniey the Subject Property
to the Developer by recordable quit claim deed, subject to all
matters of record or otherwise including but not limited to: the
same title exceptions, encumbrances, coditions, agreements and
3
easements regarding the Subject Property as existed as of the
conveyance of the Subject Property from the State of Illinois to
the City; exceptions 2 through 11 of Scedule B of the First
American Insurance Company Owner ' s Title Policy, dated October 22
2004 , File No. NCS-90286-CHI1; real estate taxes; covenants,
conditions, encroachments and restrictions of record; zoning laws,
statutes and ordinances , including, but not limited to, matters
relating to the Tax Increment Allocation Redevelopment Act, the
Route 20 Tax Increment Financing District and the Elgin Enterprise
Zone; the Intergovernmental Lease Agre*ent to Utilize Space
between the State of Illinois, acting though its Department of
Central Management Services on behalf of the Department of Human
Services and the City of Elgin for Building 67 (also known as
Building 69) dated April 13 , 2005, and May 16, 2005 ( "hereinafter
referred to as the "Subject Lease with the State" ) ; reservation of
easement for the State of Illinois as set forth in Section Nine of
the Agreement for Sale of Real Propert between the State of
Illinois, acting by and through its Department of Central
Management Services and the City of Elgin sated June 18, 2004 (such
agreement is hereinafter referred to as the "Subject Agreement for
the Sale of the Subject Property with the State" ) ; restrictions on
utilization of property and option to repurchase the property of
the State of Illinois as set forth in Setion Ten of the Subject
Agreement for the Sale of the Subject Poperty with the State;
provisions including "as is" and "where i " provisions in Section
Eleven of the Subject Agreement for Sale of the Subject Property
4
with the State; provisions including indemnification provisions in
Section Twelve of the Subject Agreement for Sale of the Subject
Property with the State; and the provisions of Sections 3B - 3J of
this Agreement . Unless otherwise directe by the Developer the
grantee in the deed of conveyance conveyig the Subject Property
from the City to the Developer shall be Joan B . Sanfilippo & Son,
Inc . , an Illinois corporation. At the Closing of the conveyance of
the Subject Property from the City to the Developer the City and
the Developer will enter into an Assignment and Assumption
Agreement whereby the City shall assign to the Developer and the
Developer shall accept from the City all of the City' s rights,
title and obligations in the Subject Lease with the State. The
City hereby represents that the current version of the Subject
Lease with the State is the Lease dated Al4i1 13 , 2005 and May 16,
2005, and that the City has no knowledge of any current defaults
with respect to the Subject Lease with the State .
B. Developer hereby acknowledges and agrees that it is
acquiring the Subject Property from the City in its "as is" and
"where is" condition, and that, as of the olosing of the conveyance
of the Subject Property from the City to the Developer, the
Developer will be acquiring the Subject Property with no direct
recourse or direct rights of action against the City or the City' s
officials, officers, employees, agent , attorneys, personal
representatives, successors and/or assigns .
C. Developer further understands and agrees that , the City
shall have no responsibility for any respOnsive corrective actions
5
or remediation of any Environmental Condition (as hereinafter
defined) at, or upon the Subject Property and that Developer hereby
waives and releases any claim for contribution against, and
covenants not to sue the City, or the City' s officials, officers,
employees, agents, attorneys, personal representatives, successors
and assigns, whether asserted directly or indirectly, or whether in
the nature of an action for contribution, third party proceeding or
other action or proceeding whatsoever, for all damages, including,
without limitation, punitive damages, liabilities, costs, losses,
diminutions in value, fines, penalties, demands, claims, cost
recovery actions, lawsuits, administratiye proceedings, orders,
response action cost, compliance cost, investigation expenses,
consultant ' s fees, attorney' s fees, paralegal fees and litigation
expenses (collectively "claims" ) arising ut of or in connection
with any Environmental Conditions (as hereinafter defined on the
Subject Property or its migration to any cher site or location or
arising out of or in connection with any Environmental Law (as
hereinafter defined) .
D. The Developer for itself and its successors, assigns and
grantees, hereby covenants and agrees that in consideration of this
agreement neither the Developer nor itssuccessors or assigns or
its grantees shall directly or indirectly sue the City or the
City' s officials, officers, employees, agents, attorneys, personal
representatives, successors or assigns for any Claims with respect
to, or arising out of any Environmental CL)ndition (as hereinafter
defined) or any other condition of, or situation existing with
6
respect to the Subject Property or any Environmental Law (as
hereinafter defined) . The covenant and agreement of the Developer
as set forth in the preceding sentence shall hereinafter be called
the "Covenant Not to Sue" . The parties her to understand and agree
that Developer' s Covenant Not to Sue the City as stated herein does
not apply to any action taken by the Developer to enforce any
contractual obligations of the City as may be specifically set
forth in this agreement .
E. "Environmental Condition" shall mean any condition or
situations existing on, under, at or about the Subject Property,
the groundwater, subsurface water, and/or the underground soil and
geologic conditions thereunder, prior to and/or as of the date of
the execution of this agreement which (i) constitutes a violation
of any State of Illinois or federal envir nmental law, regulation
or ordinance and/or (ii) which does or might form the basis of any
public or private claim or cause of action for the cleanup or
remediation as a result of the release, threatened release,
migration or the existence of any contaminants, pollutants,
petroleum and petroleum byproducts, crude oil or any fraction
thereof, chemicals, asbestos, wastes oil. substance (including,
without limitation, regulated substances and hazardous wastes and
hazardous substances as such terms are commonly used and understood
within the framework of existing federal and Illinois environmental
laws and regulations) and/or (iii) are a release or a threat of
release of hazardous substances or hazardous waste, and/or (iv) are
described or included in any report provided by the City to the
7
Developer or in any report generated by the investigations of the
Subject Property.
F. "Subject Property" shall mean the property described in
this agreement, and any and all improve ents thereon, and the
soils, subsoils, geologic formations and the groundwater on and
under such property.
G. "Environmental Law" shall mean ay federal or state law,
statute, regulation, rule, order, decree judgment or direction
concerning environmental protection or health and safety including,
without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 , as amended, the Resource,
Conservation and Recovery Act , as amended, the Toxic Substances
Control Act, as amended, and the Illinois environmental Protection
Act, as amended.
H. The "City" shall mean the City of Elgin and the City' s
officials, officers, employees, agent , attorneys, personal
representatives, boards and commissions, successors, assigns and
grantees .
I . At the Closing of the conveyance of the Subject Property
from the City to the Developer the City and the Developer shall
also enter into an Assignment and Assumption Agreement whereby the
City shall assign all of its rights rand obligations to the
Developer and the Developer shall accept from the City all of the
City' s rights and obligations regarding the provisions of Section
Twelve of the Subject Agreement for Sale of the Subject Property
with the State .
8
J. The provisions of Sections 3B - 3J shall be deemed remade
as of the closing of the conveyance of the Subject Property from
the City to the Developer and shall survive such closing and shall
not be merged into any closing documents and shall be binding on
the Developer and its successors, assigns and grantees and shall
run with title to the Subject Property.
4 . Route 20 Tax Increment Financin District and Subject
Elgin Enterprise Zone Expansion. The City agrees to the extent
permitted by law that during the term of tile Subject Route 20 Tax
Increment Financing District not to adopt any ordinances removing
the Subject Property from the Route 20 tax Increment Financing
District . The City further agrees to the extent permitted by law
that during the term of the Subject Elgin Enterprise Zone Expansion
not to adopt any ordinances removing the Subject Property from the
Elgin Enterprise Zone .
5 . Survey. The City has previously provided Developer with
a survey of the Subject Property prepared by Landmark Engineering
Group, Inc. , dated March 3 , 2004 , Job N . 02-04-793 . The City
shall not be required to provide any other survey of the Subject
Property.
6 . No Brokers or Agents Involved in this Transaction.
Developer represents and warrants it ha dealt with Interstate
Partners L. L. C. and NAI Hiffman as its a4ents in connection with
the proposed acquisition of the Subject Property and that it shall
be responsible for and shall pay to Interstate Partners L.L.C.
9
and/or NAI Hiffman any and all fees, cpsts or expenses such
entities may be due . The City and the Developer each warrant to
the other that they have dealt with no other brokers or agents in
connection with this transaction. Each party agrees to indemnify,
hold harmless and defend the other party from any loss, cause,
damages or expenses (including reasonable attorney' s fees) arising
out of a breach of the warranties contained in this section.
7 . Title. The City has previously provided to the Developer
a title commitment for the Subject Property issued by Chicago Title
Insurance Company dated April 5, 2004 , Order No. 1410 000532428KA.
The City shall not be required to provide any other title
commitment or title insurance for the Subject Property.
8 . Prorations. There shall be no prorations for the
conveyance of the Subject Property from the City to the Developer.
9 . Termination of the Subject Development Agreement. The
Subject Development Agreement entered into between the City and
Developer dated May 26, 2004 , is hereby t.erminated and cancelled
and rendered null and void without any fu2ther obligations of the
parties thereunder.
10 . Default. The City and Developer agree that, in the event
of a default by the other party, the other party shall , prior to
taking any such actions as may be available to it, provide written
notice to the defaulting party stating that they are giving the
defaulting party fifteen (15) days within which to cure such
default . If the default shall not be cured within the thirty (30)
10
days period aforesaid, then the party giving such notice shall be
permitted to avail itself of remedies to which it may be entitled
under this Agreement .
11 . Remedies. Each of the entitis identified in this
1
agreement which comprise the Developer shall be jointly and
severally liable for the performance cf the terms of this
agreement . If either party fails or refues to carry out any of
the material covenants or obligations herunder, the other party
shall be entitled to pursue any and all available remedies as
specified herein or otherwise available at law, equity or
otherwise. Notwithstanding the foregoing or anything else to the
contrary in this agreement , no action shall be commenced by the
Developer and/or any of its successors an /or assigns against the
City for monetary damages . Venue for the resolution of any
disputes or the enforcement of any rights pursuant to this
agreement shall be in the Circuit Court of Kane County, Illinois .
The provisions of this Section shall surkrive the Closing of the
conveyance of the Subject Property from the City to the Developer
and/or any termination and/or expiration Of this Agreement .
12 . Time. Time is of the essence of this agreement .
13 . Notices. All notices shall be required to be in writing
and shall be served on the parties at the addresses following their
signatures . The mailing of a notice by registered or certified
mail, return receipt requested, or by recognized overnight delivery
11
1
service or personal delivery by courier service shall be sufficient
service.
14 . Interpretation. This agreement hall be construed, and
the rights and obligations of the City and the Developer hereunder
shall be determined in accordance with the laws of the State of
Illinois without reference to its conflict of laws rules .
15 . Relationship of the Parties. Thi+ agreement shall not be
deemed or construed to create as between th City and the Developer
an employment, joint venture, partnerhip or other agency
relationship between the parties hereto.
16 . Failure to Enforce Provisions. the failure by a party to
enforce any provision of this agreement against the other party
shall not be deemed a waiver of the right to do so thereafter.
17 . Amendments. This agreement may be modified or amended
only in writing signed by both parties hereto, or their permitted
successors or assigns as the case may be .
18 . Entire Agreement. This agreement contains the entire
agreement and understandings of the parties hereto with respect to
the subject matter as set forth herein, all prior agreements and
understandings having been merged herein nd extinguished hereby.
19 . Joint and Collective Work Product. This agreement is and
shall be deemed and construed to be a jint and collective work
product of the City and the Developer, and, as such, this agreement
shall not be construed against the other party, as the otherwise
purported drafter of same, by any court df competent jurisdiction
12
in order to resolve any inconsistency, aMbiguity, vagueness or
conflict, if any, in the terms and provisipns contained herein.
20 . Assignment. This agreement shall be binding on the
parties hereto and their respective successors, successors in
title, grantees and assigns and shall run with the land. This
agreement may not be assigned without the e pressed written consent
of each of the parties hereto. Any such assignment shall expressly
provide that the assignee shall compl( with all terms and
requirements of this agreement .
21 . No Conflicting Interests. Developer hereby represents
and warrants that the Developer, nor ary associated person or
organization, presently owns or has any beneficial interest in the
Subject Property being conveyed to Developer or entitled to receive
any income from the Subject Property. In compliance with 50 ILCS
105/3 . 1, Developer shall provide the City with a written statement
subscribed by an owner, authorized trustee, corporate official, or
managing agent, under oath, disclosing the identity of every person
having an interest, real or personal, in he development group and
every shareholder entitled to receive more than seven and one/half
(74%) percent of the total distributable income of any corporation
which will have an interest, real or pesonal, in such property
upon the acquisition of any interest by the Developer in the
Subject Property.
22 . Indemnification. To the fullestf extent permitted by law,
Developer agrees to and shall indemnify, Flefend and hold harmless,
13
the City, its officials, officers, employees, attorneys, agents,
boards and commissions from and against any and all claims, suits,
judgments, costs, attorney' s fees, damages or other relief,
including but not limited to workmens' compensation claims, in any
way resulting from or arising out of or alleged to be resulting
from or arising out of negligent action or omissions of the
Developer in connection herewith (which shall be deemed to include,
but are not limited to, (1) the performance of the Subject
Development Agreement; (2) the performance of this agreement,
(3) the Environmental Remediation of the Subject Property or any
other environmental remediation of the Subject Property, (4) the
Subject Asbestos Abatement and Building Dmolitions or any other
asbestos abatement or demolition actilfities on the Subject
Property, (5) site preparation activities on the Subject Property
and (6) the construction of any impro\ ements on the Subject
Property) , including negligence or omissions of employees, agents
or subcontractors of the Developer, or in any way resulting from or
arising out of or alleged to be resulting from or arising out of
any violation and/or breach of the terns or provisions of the
Subject Development Agreement and/or this agreement by the
Developer, including any violation and/or breach by employees,
agents or subcontractors of the Developer. In the event of any
action against the City, its officials, officers, employees,
agents, attorneys, boards or commissions covered by the foregoing
duty to indemnify, defend and hold harml6ss such action shall be
defended by legal counsel of the City' s dhoosing. The provisions
14
of this Section 22 shall not apply to any fraud or willful
misconduct committed by the City. Notwithstnding anything else to
the contrary in this Agreement, no action sFall be commenced by the
Developer and/or any of its successors and,(or assigns against the
City for monetary damages . The provision of this section shall
survive the Closing of the conveyance of tIde Subject Property from
the City to the Developer and/or any termination and/or expiration
of this agreement .
23 . Acquisition Costs. The City and the Developer hereby
release one another and agree not to pirsue any legal action
against each other for their respective previous costs incurred in
the acquisition of the Subject Property from the State of Illinois
pursuant to the Subject Development Agreepient including, but not
limited to, for such matters as appraisals, surveys, title reports,
environmental investigations, purchase price, attorney' s fees and
other closing costs .
24 . Severability. In the event any phrase, section,
paragraph or portion of this Agreement isl found to be invalid or
illegal by any Court of competent jurisdiction, such finding of
invalidity as to that portion shall not affect the validity,
legality or enforceability of the remaining portions of this
Agreement .
25 . No Disconnection. Neither the peveloper nor any of the
Developer' s successors in interest shall fle, cause to be filed or
take any action that would result in the disconnection or
15
deannexation of the Subject Property from the City of Elgin.
Without limiting the foregoing, Developer on behalf of itself and
its successors and/or assigns hereby waives any and all rights,
statutory or otherwise, to disconnect the Subject Property from the
City of Elgin. The provisions of this Setion shall survive the
Closing of the conveyance of the Subject Property from the City to
the Developer and/or any termination and/or expiration of this
Agreement .
26 . Counterparts . This agreement may be executed and
delivered in any number of counterparts, each of which so executed
and delivered shall be deemed to be an original and all of which
shall constitute one and the same instrument .
IN WITNESS WHEREOF, the parties heretic) have entered into and
executed this Termination Agreement on t e date and year first
written above.
SIGNATURE PAGE FOLLOWS ON FOLjOWING PAGE
16
CITY OF ELGIN, a municipal JOHN B. SANFILIPPO AND SON, INC. ,
corporation an Illinois corporation
/ 4P)
By
._ By
ayor Its „1.„4.0L 4:
Attest : Attest :
v-X
City Clerk 61s/r(iII2r511 .e.,' • A ,
ARTHUR/BUSSE LIMITED PARTNERSHIP,
an Illinois limited partnership
41
By 4.
-
it, WW1 -11111161111
Attest :
I /
Its AP* Cz,15)(144414a
300 EAST ±OUHY AVENUE LIMITED
PARTNERSHIP, an Illinois limited
partnership
By 4 _
Attest :
City of Elgin John B. Sanfilippo and Son, Inc .
c/o City Manager 2299 Bussie Road
150 Dexter Court Elk Grove Village, IL 60007-6057
Elgin, IL 60120-5555
17
With a Copy of Any Notice to : With a Copy of any Notice to:
William A. Cogley Jeffrey J. Stahl
Corporation Counsel Stahl Cowen Crowley LLC
City of Elgin 55 W. Monroe St , Suite 500
150 Dexter Court Chicago, IL 60603
Elgin, IL 60120-5555
I
F:\Legal Dept\Agreement\Termination Agr-Sanfilippo-Clean 12-19- 5.DOC
18
•
•
a
•
FLAT. OF SURVEY
•
THAT PART OF THE SOUTHEAST QUARTER OF SECTION 23, TOWNSI IP 41 NORTH. RANGE'8 EAST OF THE
THIRD PRINCIPAL MERIDIAN. DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE WEST
LINE OF THE AFORESAID SOUTHEAST QUARTER OF SECTION 23 W1 THE SOUTHERLY RIGHT OF WAY LINE
OF THE U.S ROUTE 20 BY-PASS; THENCE SOUTH 00 DEGREES 09 MINUTES 40 SECONDS WEST, ALONG
AFORESAID WEST LINE OF THE SOUTHEAST QUARTER. A DISTANCE OF 797.77 FEET FOR THE POINT OF
BEGINNING; THENCE SOUTH 86 DEGREES 33 MINUTES.51 SECONDS EAST. A.DISTANCE OF 564.68 FEET;
THENCE NORTH 03 DEGREES .31 MINUTES 48 SECONDS EAST, A DISTANCE OF 820.00 FEET TO THE
AFORESAID SOUTHERLY RIGHT OF WAY LINE OF U.S ROUTE 20 BYPASS; THENCE SOUTH 88 DEGREES
46 MINUTES 03 SECONDS EAST, ALONG SAID SOUTHERLY RIGHT Or WAY LINE. A DISTANCE OF 1123.09
FEET; THENCE SOUTHEASTERLY. ALONG SAID SOUTHERLY RIGHT Or WAY LINE, BEING ALONG A CURVE TO
THE RIGHT, HAVING A RADIUS OF 959.76 FEET, CHORD BEARINGSOU1H 72 DEGREES 47 MINUTES 03
SECONDS EAST. AN ARC DISTANCE OF 208,78 FEET; THENCE SOU 66 DEGREES 33 MINUTES 09
SECONDS EAST, ALONG SAID SOUTHERLY RIGHT OF WAY LINE, TAN NT TO THE LAST DESCRIBED CURD
A DISTANCE OF 4.20 FEET; THENCE SOUTHEASTERLY. ALONG SAID SOUTHERLY RIGHT OF WAY LINE,
BEING ALONG A,CURVE TO THE LEFT, HAVING A RADIUS OF 3029.48 FEET. CHORD BEARING OF SOUTH
70 DEGREES 50-MINUTES 57 SECONDS EAST, AN ARC DISTANCE OF 454.37 FEET TD THE WESTERLY
RIGHT Cr WAY LINE OF STATE ROUTE NO. 31; THENCE SOUTH 00 DEGREES 42 MINUTES 08 SECONDS
EAST, ALONG SAID WESTERLY RIGHT OF WAY LINE, 'A DISTANCE Or "188:74 FEET; THENCE SOUTH 05
DEGREES 17 MINUTES 58 SECONDS WEST, ALONG SAID WESTERLY RIGHT OF WAY UNE. A DISTANCE.OF
601.06 FEET; THENCE SOUTHWESTERLY, ALONG SAID WESTERLY RIGHT-OF WAY LINE, BEING ALONG A
CURVE TO THE RIGHT, HAVING A RADIUS or 3241.17 FEET, CHORDBEARING-OF SOUTH 11 DEGREES 18
MINUTES 04 SECONDS WEST, AN ARC DISTANCE OF 679.01 FEET; IIIHENCE SOUTH 21 DEGREES 43
MINUTES 17 SECONDS WEST.-ALONG SAID WESTERLY RIGHT OF WAr'LINE. A DISTANCE OF 96.27 FEET;
THENCE SOUTH 20 DEGREES 14 MINUTES 40 SECONDS WEST, AL G SAID WESTERLY RIGHT OF WAY.UNE,
A DISTANCE -OF 68.38 FEET.TO A JOG IN SAID WESTERLY LINE; THENCE NORTH 69 DEGREES 35 MINUTES
38 SECONDS WEST. ALONG SAID JOG. A DISTANCE OF 30.00 FEET THENCE SOUTH 20 DEGREES"14
. MINUTES 40 SECONDS NEST ALONG SAID WESTERLY RIGHT OF WAY LINE, A DISTANCE OF 20.00 FEET TO
A JOG IN SAID WESTERLY..GHT.OF WAY LINE; THENCE SOUTH 69 DEGREES 35 MINUTES 38.SECONDS
EAST. ALONG SAID JOG,;A DISTANCE OF 30.00 FEET; THENCETH 20 DEGREES. 14 MINUTES 40
SECONDS NEST, ALONG SAID WESTERLY RIGHT OF WAY UNE, A DI TANCE OF 95.40 FEET; THENCE SOUTH
40 DEGREES 51 MINUTES 13 SECONDS WEST, ALONG SAID WESTE Y RIGHT OF WAY LINE A DISTANCE OF
• • 49.38 FEET; THENCE.SOUTH 65 DEGREES 11 MINUTES 41 SECONWEST. ALONG SAID WESTERLY RIGHT
OF WAY'UNE; A DISTANCE OF 27.00 FEET; THENCE SOUTH 22 EES 31 MINUTES 54 SECONDS WEST,
ALONG.SAID WESTERLY RIGHT OF WAY UNE, A DISTANCE OF 107. 3 FEET; THENCE SOUTH 28 DEGREES
49 MINUTES 52 SECONDS EAST.'ALONG SAID WESTERLY RIGHT OF WAY UNE, A DISTANCE OF 32.11 FEET;
THENCE NORTH 84 DEGREES .37 MINUTES 06 SECONDS WEST. ASTANCE OF 1110.23 FEET TO A POINT
HEREAFTER REFERRED TO AS POINT 'A THENCE CONTINUING NORTH 84 DEGREES .37 MINUTES.06
SECONDS WEST. A DISTANCE OF 557.75 FEET; THENCE NORTH 86 DEGREES 41 MINUTES .37 SECONDS
WEST, A DISTANCE.OF 344.06 FEET TO THE AFORESAID WEST UN OF THE SOUTHEAST QUARTER OF
SECTION 23; THENCE NORTH 00.DEGREES 09 MINUTES 40 SEWN EAST. ALONG SAID WEST LINE, A
DISTANCE OF 1165.55 FEET TO THE POINT OF BEGINNING. EXCEP G THEREFROM THAT PART•OF
AFORESAID SOUTHEAST QUARTER OF SECTION 23,DESCRIBED AS FOLLOWS: COMMENCING AT THE
.AFORESAID POINT "A.; THENCE NORTH 05 DEGREES 22 MINUTES 54 SECONDS EAST, A DISTANCE OF.
42229 FEET; THENCE SOUTH '79 DEGREES 01 MINUTES.05 SECONDS EAST, A DISTANCE OF 78.58 FEET
FOR THE POINT OF BEGINNING OF EXCEPTION; THENCE NORTH 79 DEGREES 01 MINUTES 05 SECONDS
WEST, ALONG THE LAST DESCRIBED COURSE AND SAID UNEDED WESTERLY; A DISTANCE OF 461.30
FEET;' THENCE NORTH.10 DEGREES 58 MINUTES 55 SECONDS EA A DISTANCE OF 394.97 FEET;
THENCE SOUTH 79.DEGREES 01 MINUTES 05 SECONDS EAST, A !STANCE OF 357.62 FEET; THENCE
SOUTH 10-DEGREES 58 MINUTES 55 SECONDS WEST, A DISTANCEOF 284.28 FEET; THENCE SOUTH 79
DEGREES 01 MINUTES 05 SECONDS EAST, A DISTANCE OF 103.6 FEET; THENCE SOUTH 10 DECREES 58
MINUTES 55 SECONDS NEST. A DISTANCE OF 110.70, FEET TO POINT OF BEGINNING,' CONTAINING
90.00 ACRES MORE OR LESS ALSO A 66.00 FOOT 1MDE INGRESS. EGRESS. AND UTILITY EASEMENT
OVER THAT PART OF AFORESAID SOUTHEAST QUARTER OF SECTION 23 DESCRIBED AS FOLLOWS:
BEGINNING AT AFORESAID POINT ..41.; THENCE NORTH 05 DEGREES 22 MINUTES 54 SECONDS EAST, A
DISTANCE OF 422.29 FEET; THENCE NORTH 79 DEGREES 01 MINUTES 05 SECONDS WEST. A'DISTANCE OF
66.32"FEET; THENCE SOUTH 05 DEGREES 22 MINUTES 54 SECONDS WEST, A DISTANCE OF 428.76 FEET
TO THE INTERSECTION WITH A LINE THAT BEARS NORTH 86 DEGREES 41 MINUTES 37 SECONDS WEST
FROM THE POINT OF BEGINNING OF SAID EASEMENT; THENCE SOUTH 86 DEGREES 41' MINUTES 37
SECONDS EAST, ALONG SAID LINE, A DISTANCE OF, 66.00 FEET 1100 THE POINT OF BEGINNING OF SAID
. EASEMENT, SITUATED IN THE CITY OF ELGIN, KANE. COUNTY. ILLINOIS AND CONTAINING 90.00 ACRES
MORE OR LESS
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