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HomeMy WebLinkAboutORDINANCE - 2857 - 9/25/2001 - DEVON/ROHLWING REDEVELOPMENTORDINANCE NO. 2857 AN ORDINANCE OF THE VILLAGE OF ELK GROVE VILLAGE, COOK AND DUPAGE COUNTIES, ILLINOIS, AUTHORIZING THE ACQUISITION OF APPROXIMATELY 5.5 ACRES OF REAL PROPERTY WITHIN THE DEVON/ROHLWING REDEVELOPMENT PROJECT AREA WHEREAS, the Corporate Authorities have by ordinance adopted and approved the Plan and Project, which Plan and Project were identified in such ordinance and were the subject, along with the Area designation thereafter made, of a public hearing held on November 16, 1999 pursuant to the Tax Increment Allocation Redevelopment Act, as amended, Division 74.4 of Article I 1 of the Illinois Municipal Code, as amended (the "Act') WHEREAS, the Corporate Authorities have now determined that in order to implement the Plan and Project, the Municipality must acquire that certain real estate located in the Redevelopment Project Area, the Property being more fully described in Exhibit A attached hereto. NOW, THEREFORE, BE IT ORDAINED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, in the exercise of its home rule powers, as follows: Section 1: Acquisition of Property. The acquisition of the Property (as described in Exhibit A) is hereby deemed necessary for the implementation of the Redevelopment Project. The Administrative staff of the Village are hereby authorized and directed to acquire the Property for the sum of One Million Eight Hundred Two Hundred and Fifty Dollars ($1,825,000) and to pay any incidental closing costs (e.g., title costs, survey, etc.) in an amount not to exceed $5,000.00 in accordance with the Purchase Agreement which is attached hereto as Exhibit B and hereby approved. Section 2: Invalidity of Any Section. If any section, paragraph or provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this ordinance. Section 3: Superseder and Effective Date. All ordinances, resolutions, motions or orders in conflict herewith be, and the same hereby are, repealed to the extent of such conflict, and this ordinance shall be in full force and effect immediately upon its passage by the Corporate Authorities and approval as provided by law. VOTE: AYES: Trustees: J. Petri, C. Prochno, N. Czarnik, B. Dill, P. Feichter, S. Lissner NAYS: ABSENT: PASSED this 25th APPROVED this 25th ATTEST: Ann 1. Walsh Village Clerk ONS hoppi ngCenterm.doc day of September '2001. day of September '2001. Craig B. Johnson Mayor EXHIBIT A Legal Description (The legal description below shall be amended to reflect Legal description determined by Survey) The land referred to in this commitment is described as follows: Lot 1 in Rohlwing Grove Unit No. 1, a Subdivision of the Southwest 1/4 of Section 31, Township 41 North, Range 11, East of the Third Principal Meridian, in Cook County, Illinois, according to the Plat thereof registered October 16, 1975 as document No. 2835195 with the Registrar of Titles of Cook County, Illinois. GARlllll L RESOLUTION NO. 35-01 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A PURCHASE AGREEMENT BETWEEN PATEL AIMS, INC. AND THE VILLAGE OF ELK GROVE VILLAGE.(DEVON AVENUE/NERGE ROAD) NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached documents marked: PURCHASE AGREEMENT a copy of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is authorized to attest said documents upon the signature of the Mayor. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 6 NAYS: 0 ABSENT: 0 PASSED this 14th day of August , 2001. APPROVED this 14th day of _ August , 2001. Craig B. Johnson Mayor ATTEST: Ann I. Walsh Village Clerk ResoG02PURCHASEAGREET.doc Fiy9L PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ('Purchase Agreement") is made and entered into by and between Patel Aims, Inc. ("Seller") and the Village of Elk Grove Village, an Illinois municipal corporation ("Buyer") and relates to that certain real estate consisting of approximately 5.2 acres bounded by Devon Avenue and Nerge Road in Elk Grove Village, Illinois and described in Exhibit A, and all rights, easements and appurtenances pertaining to that real estate, and all buildings and other improvements, trees, bushes, landscaping, foliage and crops thereon (collectively, the 'Property"). In consideration of the mutual promises in this Purchase Agreement, the sufficiency of which is acknowledged by each of the parties hereto, Seller agrees to sell and Buyer agrees to buy the Property from Seller, on the terms and under the conditions set forth in this Purchase Agreement. 1. Purchase Price and Other Payments The "Purchase Price" shall be One Million Eight Hundred and Twenty -Five Thousand Dollars ($1,825,000.00). The Purchase Price shall be paid by Buyer in cash or immediately available funds at Closing (as defined herein), less any credits as stated in this Purchase Agreement. 2. Earnest Money Buyer shall deposit with Title Company (as hereinafter defined) in its capacity as Escrow Agent, within five (5) business days after the Effective Date of this Purchase Agreement (as defined in Section 14 (1)] an initial earnest money deposit ("Earnest Money") of Twenty -Five Thousand and 001100 Dollars ($25,000.00). Buyer may, at its option, direct the Title Company to invest the Earnest Money in an interest bearing account designated by Buyer. The Earnest Money and any interest earned thereon (which Earnest Money and all interest shall for all purposes hereunder be collectively referred to as Earnest Money) shall be held in escrow (the "Escrow") by the Near Title Insurance Company (the 'Title Company"). The Earnest Money will be applied as a credit against the Purchase Price at Closing or disbursed according to this Purchase Agreement. All interest, which has accrued on the Earnest Money, shall, under all circumstances, belong to Buyer. $WPM6A4A ooe Purchase Agreement form Page -1- 3. Deposit of Deed & Lease Termination Agreements 3(a) Deposit of Deed Within three days of the Effective Date, Seller shall deposit the Deed (as hereinafter defined) to the Property into the earnest money escrow in accordance with the Escrow Inshlictions agreed upon within ten days of the execution hereof. The Grantee provision on the Deed shall read as directed by Buyer in writing within ten days prior to closing. The Title Company shall hold the Deed until it is prepared to disburse the Purchase Price to Seller in accordance with this Contract. If this transaction is not closed on or before September 30, 2001,Title Company shall release the Deed to Seller in accordance with the Escrow Instructions. 3(b) Lease Termination Agreements Buyer has agreed to purchase the Property subject to the existing leases as listed on Exhibit B attached hereto. Upon the Closing of the Property, Seller shall have no obligation in regards to any of the Exhibit B leases and Buyer shall defend, indemnify and hold Seller harmless with respect to obligations arising from such leases after the Closing. Seller shall defend, indemnify and hold Buyer harmless from any obligation under any leases not specifically listed on Exhibit B. In the event there are existing Exhibit B leases in full force and effect as of the Closing, Seller shall deliver or cause to be delivered letters of attornment to Purchaser. 4. Closing The conveyance of title and payment of the Purchase Price as contemplated under this Purchase Agreement (the "Closing") shall be held on September 15, 2001, or as otherwise agreed to by the Parties. Closing shall be held at the Chicago office of Near North Title Company. Seller shall deliver possession of the Property to Buyer at Closing, and the Property shall be vacant and subject to no claim of possession by any party other than Buyer and the tenants (the "Exhibit B Leases") and vendors described in Exhibit B. 5. Conveyance of Title Seller shall convey good and marketable fee simple title to the Property to Buyer by a recordable statutory form special warranty deed ("Deed") together with any required rea estate transfer valuation affidavit ("Affidavit"). "Good and marketable title" as used herein shall mean ownership insurable by the title company in favor of Buyer at standard rates, free of all exceptions and providing affirmative coverage of all appurtenant rights of Seller existing on the Property before or created at the Closing other than the rights of the parties listed on Exhibit B. Buyer shall order an ALTA survey to be prepared and delivered to the Title Company. Seller shall credit Buyer Two Thousand Dollars ($2,000.00) for the cost of the survey at Closing. The legal description in the Deed and the tile policy shall be identical to that of the Survey. Seller shall deliver to Buyer at Closing usual and customary documentation required by the $WPM 1071 Doc Purchase Agreement form Page -2- Title Company to insure Buyer's title including over any existing or potential claims or liens. 6. Closing Costs Seller shall pay the expense of the transfer, documentary, conveyance or similar taxes, if any; one-half of the escrow fee; if any; tax collection or certification fees; and Seller's attorney's fees. Buyer shall pay the cost of the title commitment and survey, recording fees on the deed transferring title to Buyer; one-half of the escrow fee and Buyer's attorney's fees.. Notwithstanding the foregoing, Buyer shall waive all municipal transfer taxes. 7. Prorations All real property ad valorem taxes shall be prorated (on a 365 -day year basis) between Buyer and Seller as of Closing based upon 108% of each of the most recently available property assessment valuation and tax rate. If there is no assessment valuation or tax rate available for the year in which Closing occurs or for one or more years prior to Closing, 108% of each of the last known assessment and tax rate shall apply cumulatively to each year for which there is no known assessment valuation or tax rate. Taxes will be reprorated when actual taxes are billed for the period up to Closing. All special or installment assessments levied against the Property as of Closing shall be paid in full by Seller on or before Closing even if those assessments are due in full or in installments after Closing. 8. Buyer's Representations and Warranties Buyer shall defend, indemnify and hold Seller harmless from and against all claims, actions, loss, cost, damage and expense (including reasonable attorneys' fees) resulting from an intentional misrepresentation or a willful breach by Buyer of Buyer's representations, warranties and covenants in this Purchase Agreement. Buyer represents, warrants and covenants to Seller that: 8(a) Buyer's execution and delivery and consummation of this Purchase Agreement is not prohibited by any agreement or instrument to which Buyer is a party. 8(b) Subject to the approval of the Village Board of the Village of Elk Grove Village, which shall be obtained no later than September 15, 2001, this Purchase Agreement has been duly authorized, executed and delivered by Buyer, is a valid and binding obligation of Buyer and is enforceable against Buyer in accordance with its terms. 9. Seller's Representations and Warranties swmloli ooc Purchase Agreement Form Page -3- Seller shall defend, indemnify and hold Buyer harmless from and against any and all claims, actions, loss, cost, damage and expense (including reasonable attorneys' fees) resulting from any inaccuracy (of which Seller had knowledge) in any of Seller's representations, warranties and covenants in this Purchase Agreement. All repCpsentations, warranties, and covenants made herein by Seller shall survive Closing. Seller represents, warrants and covenants to Buyer that: 9(a) Seller has complete and full authority to execute this Purchase Agreement and to convey to Buyer good and marketable fee simple title to the Property according to this Purchase Agreement subject to the leases listed on Exhibit B. The individual executing this Purchase Agreement is authorized to do so, all necessary action has been taken to authorize such execution, and Seller will execute and deliver such other documents, instruments, agreements, including but not limited to affidavits and certificates necessary to effectuate the transaction contemplated by this Purchase Agreement. 9(b) Seller has received no notice of and has no knowledge of any pending or threatened material action, litigation, or proceeding against the Seller or the Property. 9(c) Seller will neither contract to nor actually sell, convey, assign, pledge, encumber or lease all or any part of the Property, nor restrict the use of all or any part of the Property, nor take or cause to be taken any action in conflict with this Purchase Agreement at any time between the Effective Date and the earlier of: (i) Closing; or (ii) termination of this Purchase Agreement pursuant to its terms. 9(d) Seller is not a "foreign person" as that term is defined in the I.R.C., Section 1445(F)(3), nor is the sale of the Property subject to any withholding requirements imposed by the Internal Revenue Code, including, but not limited to, Section 1445 thereof. 9(e) Each and every lease or other agreement or service or maintenance contract or commitment or oral or written understanding in existence affecting the Property or possession or use thereof is listed in Exhibit B attached hereto. 9(f) Seller warrants that to Seller's knowledge: (i) the Property is not contaminated with, nor threatened with contamination by any chemical, material or substance to which exposure is prohibited or which is in excess of the amount limited by any federal, state, county, local or regional authority; (ii) Seller has not been put on notice by a non- governmental expert that any chemical, material or substance which poses a hazard to health and safety is present on or in the Property; and (iii) the Property has never been used for a landfill, dump site or storage of hazardous substances except as otherwise disclosed by Seller in writing to Buyer. JWPMGA4AOOC Purchase Agreement Form Page -4- If Buyer discovers after Closing that the warranties set forth in this section are inaccurate, Buyer shall have all remedies available to it by law for Seller's breach of warranty; this provision shall survive Closing. 9(g) Seller agrees not to take any actions or fail to take any actions, which would either directly or indirectly cause any representations or warranties to Seller herein to become untrue prior to the Closing Date. 10. Affirmative Covenants of Seller From the date hereof to the Closing Date or earlier termination of this Purchase Agreement: 10(a) Seller agrees to pay or cause to be paid when due all general real estate taxes for the Property. 10(b) Seller shall notify Buyer if prior to Closing Seller becomes aware of any facts that modify the Representations and Warranties of Seller set forth in Section 11. 10(c) Seller will not further sell, encumber, convey, assign or contract to sell, convey, assign, pledge, encumber or lease any part of the Property, nor restrict the use of any part of the Property, nor take or cause to be taken any action in conflict with this Purchase Agreement at any time between the date of this Purchase Agreement and: (i) Closing; or (ii) the earlier termination of this Purchase Agreement pursuant to its terms. Seller additionally hereby represents and warrants that no rights -of -first refusal or similar agreements exist regarding the Property which would in any way interfere with Buyer's ability to purchase the Property as provided herein, or which is in any way in contravention of the terms of this Purchase Agreement. 10(d) Seller will not make any changes to the physical characteristics of the Property such as demolishing any improvements or importing or exporting fill or soil. 11. Default If this transaction is not consummated due to Seller's default, Title Company shall pay the Earnest Money to Buyer, and Buyer may pursue Buyer's legal or equitable rights or remedies against Seller, including claims for specific performance and damages. If this transaction is not consummated due to Buyer's default, the parties agree that due to the difficulty or impossibility of ascertaining damages accruing to Seller, Title Company shall pay the Earnest Money to Seller as full and final liquidated damages, in lieu of all other legal or equitable rights or remedies Seller may have against Buyer. $WPMGACA ooe Purchase Agreement Form Page -5- 12. Brokers Seller represents and warrants to the Buyer that it has dealt with no real estate broker or agent. Buyer represents and warrants that it has dealt with no real estate broker or agent. Each warranting party shall indemnify and save the non -warranting party harmless from any loss, cost, or damages, including reasonable attorney's fees, arising from the warranting party's breach of its warranty. 13. FIRPTA Compliance Notwithstanding anything in this Purchase Agreement to the contrary, Seller acknowledges that Buyer may be subject to the provisions of the Foreign Investment in Real Property Tax Act of 1980, as amended ("FIRPTA"). Unless Seller can establish by affidavit or otherwise, to the reasonable satisfaction of Buyer, that this transaction is not subject to the withholding requirements of Section 1445 (a) of the Internal Revenue Code ("Code"), Buyer shall withhold from the Purchase Price an amount equal to ten percent (10%) of the amount realized on the sales by Seller, as required by Section 1445 (a) of the Code ("FIRPTA Withholding"), and shall pay the FIRPTA Withholding to the Internal Revenue Service according to the provisions of the code. Upon payment to Seller of the Purchase Price as set forth above, less the FIRPTA Withholding, together with payment of the FIRPTA Withholding to the Internal Revenue Service, Buyer shall have fully discharged its obligation to Seller for the payment of the Purchase Price. 14. Miscellaneous 14(a) Amendment No amendment to this Purchase Agreement shall be effective unless in writing and signed by both parties. 14(b) Applicable Law This Purchase Agreement shall be construed and enforced in accordance with the laws of the State of Illinois. 14(c) Waiver Failure of a party to exercise any right under this Purchase Agreement or to insist upon strict compliance with any term, condition or covenant specified herein shall not constitute a waiver of that right nor of strict compliance by the other party with any term, condition or covenant under this Purchase Agreement. 14(d) Counterparts This Purchase Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same agreement. $WPM64EAD C Purchase Agreement Form Paye -6- 14(e) Captions All captions and headings are for reference purposes and shall not be deemed to modify the text of this Purchase Agreement. 14(f)Severability The invalidity or unenforceability of a particular provision of this Purchase Agreement shall not affect the other provisions hereof, and this Purchase Agreement shall be construed in all respects as if that invalid or unenforceable provision were omitted. 14(g) Entire Agreement This Purchase Agreement constitutes the sole and entire agreement of the parties and is binding upon Seller and Buyer, their heirs, successors, legal representatives and assigns. 14(h) Agreement Assignable by Buyer This Purchase Agreement may be assigned or transferred by Buyer. 14(i) Exhibits All exhibits attached to this Purchase Agreement are by reference incorporated herein and made a part of this Purchase Agreement. 140) Nomenclature Any reference to a party shall include the employees, officers, agents, contractors, assigns and successors -in -interest of that party. 14(k) Timing Time is of the essence of this Purchase Agreement. If the time for the performance of any act, giving of Notice, or making any payment falls on a Saturday, Sunday or legal holiday, such time for performance shall be extended to the next business day. 14(I) Effective Date The "Effective Date' shall be the date this Purchase Agreement is signed by the Village President of Elk Grove Village, pursuant to a resolution adopted by the Village Board. 14(m) Recordation The parties shall prepare a memorandum of this Purchase Agreement that shall be recorded with the Cook County Recorder of Deeds. 15_ Notices $WPMGAIA ooc Purchase Agreement form Page -7- All notices, requests, demands or other communications ("Notices") hereunder shall be in writing and given by national overnight courier (e.g., Fed Ex, UPS, Airborne) and shall be effective as of the date of delivery to the intended recipient as shown on the courier's records; delivery shall be deemed to have been made if the courier was not able to deliver due to change of address for which no Notice was given. Notices (and copies as shown) shall be addressed as shown below or to such other address as may be specified from time to time in writing by either party (telephone and Fax numbers are shown for convenience only and do not modify the foregoing notice provisions): To Seller: Patel Aims, Inc. 1404 Shady Lane Schaumburg, IL 60173 Attention: Vithal Patel Telephone No. (_) Fax No. (847) 619-3963 Copy to: Meltzer. Purtill & Stelle 1515 E. Woodfield Rd., Suite 250 Schaumburg, IL 60173 Attention: Thomas R. Palmer, Esq Telephone No. (847) 330-2400 Fax No. (847) 330-1231 To Buyer: Elk Grove Village 901 Biesterfield Elk Grove Village, Illinois 60007 Attention: Village Manager Telephone No. (847-357-4002) Fax No. (847-357-4044) Copy to: Elk Grove Village 901 Biesterfield Elk Grove Village, Illinois 60007 Attention: Village Attorney Telephone No. (847-357-4032) Fax No. (847-357-4044) 16. Condition of the Property SWCW&an.00c Purchase Agreement Form Page-8- in the event of a breach by Seller of its representation and warranty in Section 9(f) of this Agreement, Seller shall remediate any toxic or hazardous wastes, hazardous substances or hazardous materials to comply with applicable Federal, State or local law or ordinance. As used herein, toxic or hazardous waste, hazardous substances or hazardous materials shall include asbestos and any substances or materials that are regulated, controlled or prohibited under the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. § 690, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCIA"), 42 U.S.C. Sections 9601-9657, as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SARA"), or any similar state law or local ordinance or any other environmental law, the Federal Water Pollution Control Act, 33 U.S.C. § 1251, the Clean Air Act, 42 U.S.C. § 7401, the Toxic Substances Control Act ("TCSA" ), 15 U.S.C. §2601, or any similar Illinois law or local ordinance, or any other federal, Illinois or local environmental statutes, regulations, ordinances or other environmental regulatory requirements. SIGNATURE PAGE TO FOLLOW $WPMGA4A ooc Purchase Agreement Form Page -9 IN WITNESS WHEREOF, Seller and Buyer have each duly executed this Purchase Agreement as of the dates shown adjacent to their signatures below. SELLER: By: Vithal Patel Its: President August Date of Execution by Seller: My, 14 , 2001 BUYER: Elk Grove Village An Illinois municipal corporation By: Craig B. Johnson Its: Mayor ATTEST Ann I. Walsh Village Clerk August Date of Execution by Buyer: J ac 4 , 2001 SwPMG 4A DCO Purchase Agreement Form Page -10- EXHIBIT A Legal Description (The legal description below shall be amended to reflect Legal description determined by Survey) The land referred to in this commitment is described as follows: Lot 1 in Rohlwing Grove Unit No. 1, a Subdivision of the Southwest 1/4 of Section 31, Township 41 North, Range 11, East of the Third Principal Meridian, in Cook County, Illinois, according to the Plat thereof registered October 16, 1975 as document No. 2835195 with the Registrar of Titles of Cook County, Illinois.