Resolution 2005-50 200500025824
Filed for Record in
KENDALL COUNTY► ILLINOIS
STATE OF ILLINOIS ) PAUL ANDERSON
08--24 -2005 At 11:39 am.
)ss RESOLUTION 46.00
COUNTY OF KENDALL) RHSP Surcharge 10.00
RESOLUTION NO. 2005- 50
RESOLUTION APPROVING ASSIGNMENT OF CONTRACT RIGHT
FOR
RIGHT OF FIRST REFUSAL FOR 20 ACRE PARCEL
(North side of Rt. 34 between Countryside Parkway and Bristol Ridge Road)
WHEREAS, the City Council of the United City of Yorkville has considered
accepting a grant of Right of First Refusal via an Assignment of the Contract Right to the
grant, and
WHEREAS, a copy of said Assignment of Contract Right, and the accompanying
Agreements are attached hereto and incorporated herein as Group Exhibit "A"; and
WHEREAS, said Right of First Refusal may be exercised at the sole discretion of
the United City of Yorkville upon the terms of the agreement, but, the United City of
Yorkville has no obligation to exercise said Right of First Refusal, and
WHEREAS, the United City of Yorkville has no financial obligation in accepting the
Right of First Refusal, and
NOW THEREFORE, upon Motion duly made, seconded and approved by the
majority of those members of the City Council voting, the Agreement in the form set
forth in Group Exhibit "A" is hereby accepted, and the Mayor and City Clerk are
authorized to execute said Agreement on behalf of the United City of Yorkville.
WANDA OHARE JOSEPH BESCO 414
VALERIE BURD PAUL JAMES c
DEAN WOLFER MARTY MUNNS
ROSE SPEARS JASON LESLIE
Approved by me, as Mayor of the United City of Yorkville, Kendall County,
Illinois, this �l Day of , A.D. 2005.
MAYOR
Passed by the City Council of the United City of Yorkville, Kendall County,
Illinois this '�l day o . A.D. 2005.
ATTEST:
eITYCLERK LL
Prepared by:
John Justin Wyeth
City Attorney
United City of Yorkville
800 Game Farm Road
Yorkville, IL 60560
ASSIGNMENT OF CONTRACT RIGHT
FOR VALUE RECEIVED, the undersigned, Daniel Goodwin and Carol Goodwin,
hereinafter collectively the "Assignors," do hereby assign all of the Assignor's right, title and
interest to the United City of Yorkville (the "Assignee "), to that certain "Assignment" dated June
14, 2005, which in turn granted to the Assignors rights in a certain "Right of First Refusal
Agreement" dated June 14, 2005, by and between Richard Theidel and LaSalle National Bank
Association Trust Number 4198, as Grantor, and Pulte Home Corporation, as Grantee,
concerning a right of first refusal to purchase a 20 acre parcel owned by the Grantor thereunder
on Route 34 in the United City of Yorkville, Kendall County, Illinois, and Assignee does hereby
accept the same.
As partial consideration for this Assignment, the Assignee agrees to notify the Assignor
in writing each and every. time the Assignee has been notified that it has a right to exercise its
right of first refusal to purchase the aforesaid property. Further, in the event the Assignee does
not wish to exercise its right of first refusal pursuant to such rights and privileges set forth in the
"Right of First Refusal Agreement," then the Assignee agrees that it will offer such right to the
Assignors, which Assignors may, in their absolute discretion, accept or reject. Only in the event
that the Assignors elect not to exercise such rights shall the Assignee be allowed to further
transfer or assign this right to another third party.
Dated this _ day of June, 2005
ASSIGNOR:
Daniel Goodwin
0-1
Carol Goodwin
ASSIGNEE:
UNITED CITY OF YORKVILLE
B y:
Its: to -We
i
I
1542512 -1
REV. - CLB - 6/13/05
AGREEMENT
This Agreement is made and entered into this 14th day of June, 2005 by and between
PULTE HOME CORPORATION, a Michigan corporation ( "Pulte ") of 2250 Point Boulevard,
Suite 401, Elgin, IL 60123 and DANIEL GOODWIN and CAROL GOODWIN ( "Goodwin ") of
2901 Butterfield Road, Oak Brook, IL 60523.
WITNESSETH:
WHEREAS, Richard Theidel and LaSalle Bank National Association Trust Number 4198
(the "Theidel ") are the owners of approximately 285 acres located north of Route 34 in Kendall
County, Illinois (the "Subject Property "); and
WHEREAS, Goodwin is the owner of certain property ( "Goodwin's Property ") located
on the south side of Route 34 across from the Subject Property; and
WHEREAS, the Subject Property has recently been annexed to and zoned by the United
City of Yorkville (the "City ") as a Planned Development known as Autumn Creek calling for
265 acres to be developed for residential purposes (the "Residential Parcel ") and 20 acres to be
zoned and developed for commercial purposes (the "Commercial Parcer); and
WHEREAS, Goodwin, through their representatives, have objected to the annexation and
zoning of the Subject Property; and
WHEREAS, Pulte is the contract purchaser of the Residential Parcel from Theidel. In
connection with the purchase, Pulte will be given a right -of -first refusal for a period of two (2)
years commencing June 9, 2005 to purchase the Commercial Parcel from Theidel. Attached
hereto as Exhibit A is the form of the Right -of -First Refusal Agreement which will be executed
by Pulte and Theidel on or before June 14, 2005. Pulte and Goodwin wish to enter into this
CHO1/ 12428340.3
Agreement whereby Pulte shall assign its interest under the Right -of -First Refusal Agreement to
i
Goodwin and shall covenant not to object to any efforts by Goodwin to cause the Goodwin
Proper to be annexed to and zoned by the City in return for Goodwin's covenant not to initiate
p Y
or participate in any litigation seeking to challenge, overturn or set aside the annexation or
zoning of the Subject Property or the actions of the City, Theidel or Pulte in connection
therewith.
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration exchanged between the parties, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:
1. Pulte and Theidel shall enter into the Right -of -First Refusal Agreement on or
before Tuesday, June 14, 2005 in the form attached hereto as Exhibit A. Pulte shall assign to
Goodwin all right, title and interest of Pulte in and to the Right -of -First Refusal Agreement by
executing the Assignment form attached hereto as Exhibit B and delivering it to Goodwin.
2. In consideration for the assignment of the Right -of -First Refusal Agreement,
Goodwin for themselves and for their successors and assigns hereby waive any claims they may
i
have with respect to the annexation and/or the zoning of the Subject Property and hereby
covenant and agree that they will not initiate or participate in any litigation to challenge, overturn
or set aside the annexation and/or zoning of the Subject Property or the actions of the City, Pulte
or Theidel in connection therewith. Theidel and the City are hereby made third party
beneficiaries of the terms of this Paragraph 2.
3. In further consideration of Goodwin's covenants under Paragraph 2 hereof, Pulte
covenants that if Goodwin seeks to cause the Goodwin Property to be annexed to and zoned by
the City, Pulte shall not object to or challenge such annexation and zoning.
CHOU 12428340.3 2
4. If for any reason Pulte fails to deliver to Goodwin a true and correct copy of the
executed Right -of -First Refusal Agreement between Pulte and Theidel in the form attached as
Exhibit A and an Assignment of such Right -of -First Refusal Agreement in the form attached as
Exhibit B by 5:00 p.m. Wednesday, June 29, 2005, this Agreement between Pulte and Goodwin,
ici rights in favor of the City or Theidel shall automatically and an third art beneficiary gh y y be and
Y party
become null and void.
5. This Agreement may be signed in duplicate counterparts all of which shall
constitute one and the same instrument.
{SIGNATURE PAGE TO FOLLOW}
I
CHO1/ 12428340.3 3
IN WITNESS WHEREOF, the parties have entered into this Agreement on the date and
year first above written. .
PULTE:
PULTE HOME CORPORATION
B.
y
Its:
and
By:
Its:
GOODWIN:
Daniel Goodwin
V
Carol Goodwin
I
CH01/ 12428340.2 4
IN WITNESS WHEREOF, the parties have entered into this Agreement on the date and
year first above written.
PULTE:
PULTE HOME CORPORATION
By:
Its:
and
By:
Its:
GOODWIN:
roc (�J
Daniel Goodwin
Carol Goodwin
i
CHO V 12428340.3 4
Exhibit A
RIGHT -OF -FIRST REFUSAL AGREEMENT
For and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, Richard Theidel and
LaSalle Bank National Association Trust Number 4198 ( "Grantor ") hereby grant to Pulte Home
Corporation, a Michigan corporation, ( "Grantee ") a right -of -first refusal to purchase the 20 -acre
parcel owned by Grantor on Route 34 in the United City of Yorkville, Kendall County, Illinois
(the "Commercial Parcel ") on the following terms and conditions:
1. Each and every time as Grantor receives a written offer (the "Original Offer ")
from a third party to purchase all or any part of the Commercial Parcel from Grantor on terms
and conditions that Grantor is willing to accept, Grantor shall notify Grantee and shall deliver a
true and correct copy of the Original Offer to Grantee.
2. Grantee shall have a period of thirty (30) days in which to notify Grantor that it
shall purchase the Subject Property on the same terms and conditions as are contained in the
Original Offer. The notice shall be accompanied by a signed offer from Grantee ( "Grantee's
Offer ") signed by Grantee and which shall contain the same terms and conditions as the Original
Offer.
3. Upon receipt of Grantee's Offer, Grantor shall execute Grantee's Offer and the
parties shall perform their respective obligations under Grantee's Offer.
4. In the event Grantee does not give notice of the exercise of its rights hereunder
and does not submit Grantee's Offer within such thirty (30) day period, then all of Grantee's
CH01 / 12428340.1
rights hereunder as to that particular transaction only shall become null and void and Grantee
shall have no further interest in and to the Commercial Parcel for that particular transaction,
unless said transaction does not close pursuant to the exact terms set forth in the Original Offer.
If the terms and conditions of the Original Offer should be changed, then the Grantee's
Right -of -First Refusal shall be reinstated.
5. This Agreement and the rights granted hereunder shall expire on June 9, 2007,
except for Grantee's rights to accept the terms of any Original Offer where the time period to
accept the Original Offer or to close on any transaction where an Original Offer was accepted,
would occur after such date and except for the covenants in Paragraph 7 hereof, which shall
survive such expiration.
6. This Agreement may be signed in duplicate counterparts, all of which shall
constitute one and the same instrument.
7. Grantor acknowledges that this Right -of -First Refusal Agreement may be
assigned by Grantee without limitation and that any assignee of Grantee's rights hereunder shall,
upon completion of such assignment, have all rights of Grantee hereunder. In the event this
Right -of- First, Refusal Agreement is assigned by Grantee to Daniel Goodwin and Carol
Goodwin, the owner of certain property (the "Goodwin Property ") located on the south side of
Route 34, across from the Commercial Parcel, then (i) Goodwin may (but shall not be required
to) further assign this Right- of-First Refusal Agreement to the United City of Yorkville, and
(ii) Grantor shall not object to or challenge any efforts by Goodwin to cause the Goodwin
Property to be annexed to and zoned by the City.
{SIGNATURE PAGE TO FOLLOW}
CH01/ 12428340.1
IN WITNESS WHEREOF, the parties have entered into this Right -of -First Refusal
Agreement this day of June, 2005.
GRANTOR:
ft. inst+umeot is executed by Me andersigried Land Teas &k�,
I ersonally but sole lyasTrus�teein the exerciseefthA ,P �' LaSalle Bank National Association
and authorit�oonferred upon and vested in it a � >t�Ust Trust Number 4198 -
It is ex e�� y understood and agreed 111' al all the warr� PVt S.
lydenznities. represent, cove - rants, undertakings ant.
3gi�?eazer;ts herein maci- 11 t:l,n )art alt ilie T ust, ar�r
untitiri ,hen b it SF�I I)� it q t,i3�lc tv'ity a ? r E1SiP� dFE? t)c�I
petslj,��,ll . 14o personal liability or. l)etsotral ref,00risibility is By:
4ssurflod by or sUl at MY time be; a�.W: ;6d 01- 81�cx le
amt the TrWee on account of any iA1A1w1k Its: wwwt agg1
reprewdatiM, 0MVIsnt, undertat at iv~, of &-°
,
Twee in M rtunant.
Richard Theidel
GRANTEE:
Pulte Home Corporation
By:
Its:
and
By:
Its:
1
CHO U 12428716.1 3
n.
IN WITNESS WHEREOF, the parties have entered into this Right- of-First Refusal
Agreement this f 4 day of June, 2005.
GRANTOR:
LaSalle Bank National Association
Trust Number 4198
By:
Its:
Richard Theidel
i
GRANTEE:
Pulte Home Corporation
By:
V
Its: V
and
By:
Its: V P L 'vp c, iv7, TC�/�rCiW T
Exhibit A — Page 3 of 3
CHO1/ 12428340.2
Exhibit B
ASSIGNMENT
For and in consideration of Ten Dollars ($10.00) and other good and valuable
consideration exchanged between the parties and pursuant to that certain Agreement dated
June 9, 2005 between the parties, Assignor, Pulte Home Corporation, does hereby assign unto
Assignee, Daniel Goodwin and Carol Goodwin all right, title and interest in and to that certain
Right -of -First Refusal given to Assignor by Richard Theidel and LaSalle Bank National
Association Trust N 4198 attached hereto and Assignee does hereby accept the same.
Dated this I q 4 day of June, 2005.
ASSIGNOR:
PULTE HOME CORPORATION
B
Y•
Its: VP fl�v�./C<
and
By:
Its: VP ZAnN9
I
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CHOU 12428340.2