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HomeMy WebLinkAboutRESOLUTION - 35-22 - 7/19/2022 - 1 E. Higgins, MY MS LLC, Real Estate ContractRESOLUTION NO.35-22 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A REAL ESTATE SALE CONTRACT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND MY MS LLC (1 E. HIGGINS) 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 document marked: REAL ESTATE SALE CONTRACT 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 document 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: 5 NAYS: 0 ABSENT: 1 PASSED this 19' day of July 2022. APPROVED this 191h day of July 2022. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Loretta M. Murphy, Villalle Clerk REAL ESTATE SALE CONTRACT 1. THE VILLAGE OF ELK GROVE VILLAGE, an Illinois Municipal Corporation, having its principal office located at 901 Wellington Avenue, Elk Grove Village, Illinois, 60007, (the "Purchaser"), agrees to purchase at a price of Five Million and No/100 ($5,000,000.00) Dollars, the Purchase Price, on the terms set forth herein, the following described real estate, in Cook County, Illinois (the "Property"): See Legal Description Attached Hereto As Exhibit'A' PIN: 08-21-403-034-0000 Address: 1 E Higgins Road, Elk Grove Village, Illinois 60007 2. MY M S LLC, having its principal office located at 8060 Lawndale Avenue, Skokie, Illinois, 60076, (the "Seller"), agrees to sell the real estate and the building(s) and improvements thereon as legally described Exhibit A, (the "Property"), at the price and terms set forth herein, and to convey or cause to be conveyed to Purchaser or its nominee title thereto by a recordable Special Warranty Deed, subject only to: (a) covenants, restrictions, building lines, private, public and utility easements, and roads and highways, if any; (b) special taxes or assessments for improvements not yet completed; (c) any unconfirmed special tax or assessment; (d) installments not due at the date hereof of any special tax or assessment for improvements heretofore completed;- (e) general taxes for the year 2021 and subsequent years including taxes which may accrue by reason of new or additional improvements during the year(s); and (f) all items noted on the attached Exhibit B entitled permitted exceptions. 3. Purchaser will deposit $100,000.00 with Chicago Title Insurance Company, ("Escrowee"), as Earnest Money within 10 calendar days after the signing of this Contract, to be applied on the Purchase Price, and agrees to pay or satisfy the balance of the Purchase Price in cash, plus or minus prorations or conditions, as set forth herein, at the time of Closing. Said Earnest Money shall be deposited in a Strict Joint Order Escrow with Chicago Title Insurance Company for the mutual benefit of the Parties. Any cost of the Strict Joint Order Escrow shall be divided equally between the Parties. 4. Closing shall be on August 23, 2022, ("Closing Date"), or at such other date as mutually agreed and is practicable by the Parties in writing, at the Rolling Meadows Office of Chicago Title Insurance Company located at 1701 Golf Rd Rolling Meadows, IL, provided title is shown to be good, and provided the contingencies set forth in this Contract have been satisfied or resolved as herein set forth. 5. Purchaser shall have a Contingency Period which shall terminate not later than August 2, 2022 to determine the suitability of the Property and complete all tests, studies, inspections and investigations of the Property. Purchaser shall have the right at any time before the expiration of the Contingency Period to cancel this Agreement and receive a full refund of its Earnest Money Deposit. Such notice of cancellation must be in writing and delivered pursuant to the notice Page t of 9 provisions of this Agreement. If the Purchaser has not cancelled this Agreement by August 2, 2022, the Earnest Money shall become non-refundable. 6. Seller shall deliver exclusive and complete possession of the Property, including all building(s) and exterior parking areas and parking lots, to the Purchaser at Closing except as otherwise mutually agreed by the Parties in writing subsequent to the execution of this Contract. 7. Purchaser agrees to purchase the subject Property in its present "as is condition" and acknowledges that Seller has not made any representations or warranties as to the building(s) or any contents located on the Property. Seller shall not be required to pay or contribute toward any expense for cost of repair to the Property unless otherwise agreed as a part of the Purchaser's due diligence. 8. Seller shall deliver or cause to be delivered to Purchaser or Purchaser's attorney, at Seller's expense following the expiration of the Contingency Period, a current ALTA survey dated after the Seller's acceptance date of this Contract. 9. Prior to the end of the Contingency Period, Seller shall deliver or cause to be delivered to Purchaser or Purchaser's attorney, at Seller's expense a title commitment for an owner's title insurance policy issued by Chicago Title Insurance Company, in the amount of the Purchase Price, covering title to the Property, showing title in the intended grantor subject only to (a) the general exceptions contained in the policy; (b) the title exceptions set forth above, including 20H, 21I — 31 S, 33U — 35 W, 38Z, and 40AB; 17E, 19G, 32T, 36X, 37Y, 18F (Restrictive Brand Covenant) (c) title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount which may be removed by the payment of money at the time of Closing and which the Seller may so remove at that time by using the funds to be paid upon the delivery of the deed (all of which are herein referred to as the additional permitted exceptions); and (d) the following exceptions noted in the pending Chicago Title Insurance Commitment No. 22GST230301SK dated April 6, 2022:, 18 F (right of first refusal only), , which exceptions seller shall request removal. Should any of these listed exception be deemed by the Seller to be economically unfeasible to remove, Purchaser shall have the right, but not the obligation to provide additional funding to remove these exceptions or accept title as it is. The title commitment shall be conclusive evidence of good title as therein shown as to all matters insured by the policy, subject only to the exceptions as therein stated. Seller also shall furnish Purchaser an affidavit of title in customary form covering the date of Closing and showing title in Seller subject only to the permitted exceptions in foregoing items (b),(c) and (d) and unpermitted exceptions or defects in the title disclosed by the ALTA survey, if any, as to which the title insurer commits to extend insurance. 10. If the title commitment or survey discloses either unpermitted exceptions or survey matters (herein referred to as "exceptions"), Seller shall have until the end of the Contingency Period to have the exceptions removed from the commitment or to correct such survey defects, or to have the title insurer commit to insure against loss or damage that may be occasioned by such exceptions, and, in the event the title insurer commits to insure, the time of Closing shall be five (5) days after delivery of the commitment, but not sooner than the scheduled closing date. If Seller 2 fails to have the exceptions removed or correct any survey defects, or in the alternative, to obtain the commitment for title insurance specified above as to such exceptions or survey defects, or in the alternative, to obtain the commitment for title insurance specified above as to such exceptions or survey defects within the specified time, this contract shall be null and void unless purchaser elects to take title subject to the exceptions or survey defects. 11. General taxes, prorated as of the Closing Date at the time of Closing, and other similar items ("Costs") shall be credited at 105% of the last ascertainable full year's real estate tax bill, regardless of any change in real estate tax assessment. 12. The provisions of the Uniform Vendor and Purchaser Risk Act of the State of Illinois shall be applicable to this Contract. Seller shall be required to provide fire insurance coverage for any structures located on the Property pending Closing as set forth herein, and the risk of loss due to fire, other casualty, or condemnation remains with Seller. If, prior to Closing, any such loss occurs or any condemnation action is filed, then Purchaser may terminate this Contract, in which case neither Purchaser nor Seller shall have any further liability hereunder. 13. Upon mutual agreement by the Purchaser and Seller, this sale may be closed through an escrow with Chicago Title Insurance Company, in accordance with the general provisions of the usual form of Deed and Money Escrow Agreement then in use Chicago Title Insurance Company, with such special provisions inserted in the escrow agreement as may be required to conform with this Contract. Upon the creation of such an escrow, anything herein to the contrary notwithstanding, payment of Purchase Price and delivery of deed shall be made through the escrow and this Contract and the Earnest Money shall be deposited in the escrow. All costs of the New York Style Escrow and Closing Escrow shall be divided equally between Seller and Purchaser. The Seller shall pay the cost of the extended coverage endorsement. All title charges and title endorsements requested by Purchaser relating to the Owner's Policy shall be paid by the Purchaser , and the cost of recording the Deed and other Purchaser related charges shall be paid by the Purchaser. 14. Seller represents that it is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code and is therefore exempt from the withholding requirements of said Section. Seller will furnish Purchaser at Closing the Exemption Certification set forth in said Section. 15. Seller does hereby represent to Purchaser as follows: A. As of the Closing Date, there will be no leases, occupancy agreements, management agreements, or maintenance agreements" (see note following paragraph 15M) relating to the subject Property that will affect any of the terms or conditions of this contract, and Seller agrees not to enter into any such agreements relating to the subject Property without the written consent of Purchaser. Seller will take all actions necessary to terminate said Lease(s) and Agreement(s) prior to the Closing and Closing Date on the sale of the Property to the Purchaser. B. To the best of Seller's actual knowledge there are no proceedings pending" or threatened for the taking by exercise of the power of eminent domain, or in any other manner, for a public or quasi -public purpose, of all or any part of the subject Property except as disclosed in this Contract. C. Except as disclosed in this Contract, to the best of Seller's actual knowledge, there is no pending or threatened litigation or administrative proceeding involving in any manner the subject Property." D. To the best of Seller's knowledge, there are no uncured violations of any law, ordinance, order, regulation, rule or requirement of any governmental authority affecting the subject Property." E. Seller is vested with all necessary legal authority to enter into this Contract; has full power, authority and legal right, and shall seek all approvals and consents required to execute this Contract and to carry out all of Seller's obligations under this Contract; and this Contract will constitute the valid and binding obligation of Seller in accordance with its terms. F. No notices or requests have been received by Seller from any governmental agency or other utility with respect to the subject Property with which Seller has failed or refused to comply. Any such notices or requests received prior to Closing with the exception of any notice issued by the Village of Elk Grove, shall be complied with by Seller at its expense. If Seller does not elect to so comply, Purchaser may cancel the Contract, or Purchaser may elect to take title subject to such matters. G. To the best of Seller's knowledge", there are no claims, demands, liabilities, actions, special assessments or other governmental assessments or charges pending or threatened against Seller or the subject Property (including, without limitation, pending or threatened condemnation proceedings by any public or governmental agency or authority other than that disclosed in this Contract) which. (1) constitute or might result in a lien or claim against the subject Property, (2) may result in a monetary or non -monetary obligation to be fulfilled by the Purchaser, (3) could otherwise deprive Purchaser of any portion of the subject Property. H. There are no attachments, executions or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other debtor relief laws pending or threatened by or against Seller or any of its partners. I. Except as otherwise provided in this Contract, from and after the date hereof, Seiler shall (except in the case of emergency) refrain from (1) making any changes or improvements upon or about the subject Property; (2) creating or incurring any mortgage lien, other lien, pledge or other encumbrance in any way affecting the subject Property; and (3) committing any waste or nuisance upon the subject Property. Seller shall maintain the subject Property, keep the subject Property in compliance with all laws, ordinances, regulations and restrictions affecting the subject .19 Attorney at Law 1100 W. Northwest Hwy., # 103 Mount Prospect, IL 60056 Tele.: 847/483-5027 Fax No: 847/483-5029 williamjpayne7@aol.com With a copy to: Matthew Roan Deputy Village Manager 901 Wellington Ave. Elk Grove Village, IL 60007 Tele.: 847/357-4004 Fax No: 847/357-4022 mroan@elkgrove.org Seller: Haft Yaqoob 2608 W Peterson Ave, Suite 201 Chicago, IL 60659 Tele: Fax No.: _ Email: With a copy to: Marc W. Sargis 7366 N Lincoln Ave, Suite 408 Lincolnwood, IL 60712 Tele: 847-763-0980 Fax No.: Email:.marc@sargis.com All notices sent by mail shall be deemed effectively given on the business day next following the date of such mailing. All notices personally delivered, sent by facsimile transmission or sent by overnight courier shall be deemed effectively given on the date of such delivery. 19. This Contract and the exhibits attached hereto, if any, embody the entire agreement between the Parties in connection with this transaction, and there are no oral or parole agreements, representations, or inducements existing between the Parties relating to this transaction which are not expressly set forth herein and covered hereby. This Contract may not be modified except by a written agreement signed by all of the Parties. However, if any portion of this Contract is invalid or unenforceable against any Party under certain circumstances, then this Contract will be deemed to be amended by deleting such provisions. This Contract will be enforceable, as amended, to the fullest extent allowed by law as long as the amendment does not result in a failure of consideration. 20. Defaults and remedies: G Property and its use, and shall pay all bills and expenses regarding the subject Property until the. Closing. K. Seller shall seek a valid right of refusal document in order for Purchaser to acquire title to the subject property. With the exception of this pending right of first refusal document, there are no outstanding options granted by Seller to acquire the subject Property, or any part thereof, and there is no Party other than Purchaser having any right or option to acquire the subject Property or any part thereof, except any foreclosure rights set forth in any mortgages affecting the subject Property. This Agreement shall be specifically contingent upon Seller's ability to secure a waiver of the first refusal right If Seller is unable to do so, this Agreement shall be null and void. L. With the exception of the items noted in the pending Chicago Title Insurance Commitment No. 22GST230301 SK, there are no agreements, whether written or oral, affecting the use, maintenance and operation of the subject Property which survive the Closing that cannot be canceled with thirty (30) days' notice. M. Seller shall pay any and all real estate commissions or finder's fees payable in connection with this transaction and the sale of the Property to Purchaser, including the commission payable to Lee & Associates of Illinois, LLC, of Rosemont, Illinois. Purchaser represents and warrants that it has not utilized any other broker in connection to this transaction. Seller agrees to indemnify and hold Purchaser harmless from all loss, damage, costs and expenses (including reasonable attorney's fees) that Purchaser may suffer as a result of any claim brought by any broker or finder in connection with this transaction and this Contract. ** with the exception of those noted in the permitted exceptions. 16. Seller agrees to deliver possession of the subject Property at Closing in the same "as is condition" as it is at the date of this Contract, ordinary wear and tear excepted. 17. All notices to be given hereunder shall be personally delivered, sent by facsimile transmission, sent by overnight courier, or sent by U.S. mail, with postage prepaid, or by facsimile transmission, or by email to the Parties at the following addresses (or to such other or further addresses as the Parties may hereafter designate by like notice similarly sent): Purchaser: Loretta Murphy Village Clerk 901 Wellington Ave. Elk Grove Village, IL 60007 Tele.: 847/357-4041 Fax No: 847/357-4022 Imurphy@elkarove.org gknickerbocker cnvr elkgrove.org With a copy to: William J. Payne A. Purchaser's Default. If Purchase (i) fails to perform in accordance with the terms of this Agreement, and such default is not cured within ten (10) days from the date for Purchaser's receipt for Seller's written notice to Purchaser of such default, or (ii) breaches a representation or warranty hereunder, then, as Seller's sole and exclusive remedy for such default, Seller shall be entitled to retain the Earnest Money and any interest earned thereon; it being agreed between Purchase and Seller that the amount of the Earnest Money shall be liquidated damages for a default of Purchaser hereunder, because of the difficulty, inconvenience and uncertainty of ascertaining actual damages for such default in view of the uncertainties of the real estate market, fluctuating Property values, and differences of opinion with respect to damages for breach of a real estate transaction B. Seller's Default. If Seller fails to perform in accordance with the terms of this Contract and such default is not.cured within ten (10) days from the date of Purchaser's written notice to Seller of such default, Purchaser may, at its option: (a) receive a refund of all monies deposited by Purchaser hereunder, together with all interest earned thereon, and collect all damages to which Purchaser may be entitled, including costs incurred in connection with this Contract; (b) specifically enforce the terms and conditions of this Contract, and/or (c) exercise any other right or remedy available to Purchaser at law or in equity. 21. If true, the Seller shall reconfirm all representations (no seller warranties are made) set forth in this Contract as true, accurate, and complete on and as of the Closing Date. 22. The Parties shall execute all documents and take all other actions consistent with this Contract that are reasonably necessary to consummate the transaction contemplated in this Contract. 23. The Parties hereto agree that time is of the essence in this transaction and that this Contract may be executed in counterparts and shall be governed by and interpreted in accordance with the laws of the State of Illinois. 24. Each Party hereto shall respectively pay the fees and charges of their attorneys and consultants. 25. The Parties acknowledge that the obligations of this Contract will not be binding on the Purchaser until formal Village Board action has been taken by the Corporate Authorities of the Village of Elk Grove Village. This contingency shall expire on July 20, 2022. IN WITNESS WHEREOF, �therP�arties hereto have executed this Real Estates Sale Contract this day of y % , 2022, the "Contract Date". PURCHASER: SELLER: THE VILI';,4(:E OF t r t.-r"t:J ROVE VILLAGE MV MS LLC B. J ATTEST: By: - ,.- Loret a M. Murphy; Village :le By: .� it �z Yagoob, Manager The Land is described as follows: PARCELI LOT 1 IN SHELL OIL COMPANY'S CONSOLIDATION PLAT OF PART OF THE SOUTHEAST 1/4 OF SECTION 21, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN ACCORDING TO THE PLAT THEREOF RECORDED AS DOCUMENT NUMBER 92476264, (EXCEPTING THEREFROM, THAT PART OF LOT 2 IN SCHNELL'S DIVISION, BEING A SUBDIVISION IN SECTION 21, TOWNSHIP 41 NORTH, RANGE EAST OF THE THIRD PRINCIPAL MERIDIAN AND THAT PART OF LOT 1 IN ELK GROVE VILLAGE SECTION 1 NORTH, BEING A SUBDIVISION IN THE SOUTHEAST 1/4 OF SECTION 21, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, ALSO KNOWN AS PART OF LOT 1 IN SHELL OIL COMPANY'S r`r1N0_OI Ine-r'�ON PLAT, ACCORDING TO THE PLAT THEREOF RECORDED TUNE 3o, 1992 AS vvv L Di. i DOCUMENT 92476264, ALL IN COOK COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EASTERLY EXISTING RIGHT OF WAY LINE OF ARLINGTON HEIGHTS ROAD WITH A LINE 149.04 FEET NORMALLY DISTANT SOUTHERLY AND PARALLEL WITH THE MOST NORTHERLY OF SAID LOT 1 EXTENDED WESTERLY; THENCE ON AN ASSUMED BEARING OF NORTH 13 DEGREES 45 MINUTES 37 SECONDS EAST ALONG THE EASTERLY EXISTING RIGHT OF WAY LINE OF ARLINGTON HEIGHTS ROAD 39.56 FEET TO AN ANGLE POINT ON THE EASTERLY EXISTING RIGHT OF WAY LINE OF ARLINGTON HEIGHTS ROAD; THENCE NORTH 17 DEGREES 42 MINUTES 37 SECONDS EAST ALONG THE EASTERLY EXISTING RIGHT OF WAY LINE OF ARLINGTON HEIGHTS ROAD 105.16 FEET TO AN ANGLE POINT ON THE EASTERLY EXISTING RIGHT OF WAY LINE OF ARLINGTON HEIGHTS ROAD; THENCE NORTH 58 DEGREES 10 MINUTES 12 SECONDS EAST 46.57 FEET (46.52 FEET, RECORDED) TO THE SOUTHERLY EXISTING RIGHT OF WAY LINE OF HIGGINS ROAD; THENCE SOUTH 82 DEGREES 47 MINUTES 23 SECONDS EAST ALONG THE SOUTHERLY EXISTING RIGHT OF WAY LINE OF HIGGINS ROAD 9.07 FEET TO A POINT ON A 20.00 FOOT RADIUS CURVE, THE CENTER OF CIRCLE OF SAID CURVE BEARS SOUTH 7 DEGREES 12 MINUTES 37 SECONDS WEST FROM SAID POINT; THENCE SOUTHERLY ALONG SAID CURVE CENTRAL ANGLE 80 DEGREES 13 MINUTES 53 SECONDS, 28.01 FEET TO A POINT OF COMPOIUND CURVATURE; THENCE ALONG A 2945.57 FOOT RADIUS CURVE CONCAVE EASTERLY, THE CENTER OF CIRCLE OF SAID CURVE BEARS SOUTH 73 DEGREES 01 MINUTE 16 SECONDS EAST FROM SAID POINT, CENTRAL ANGLE 3 DEGREES 03 MINUTES 19 SECONDS, 157.07 FEET TO A POINT 149.04 FEET NORMALLY DISTANT SOUTHERLY OF THE MOST SOUTHERLY LINE OF SAID LOT 1 EXTENDED WESTERLY; THENCE NORTH 82 DEGREES 47 MINUTES 23 SECONDS WEST ALONG A LINE 149.04 FEET NORMALLY DISTANT SOUTHERLY AND PARALLEL WITH THE MOST NORTHERLY LINE OF SAID LOT 1 EXTENDED WESTERLY 26.69 FEET TO THE POINT OF BEGINNING.) IN COOK COUNTY, ILLINOIS. PARCEL 2: EASEMENT APPURTENANT TO AND FOR THE BENEFIT OF PARCEL 1, AFORESAID, AS CREATED BY AGREEMENT DATED JANUARY 17, 1992 AND RECORDED APRIL 21, 1992 AS DOCUMENT NUMBER 92261461 AND FOR INGRESS AND EGRESS OVER, UPON AND ACROSS THOSE PORTIONS OF THE PROPERTY LYING EAST AND SOUTH OF THE LAND DESCRIBED IN AFORESAID PARCEL 1, AS DEPICTED ON EXHIBIT'C' ATTACHED TO AFORESAID AGREEMENT.