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HomeMy WebLinkAboutORDINANCE - 1908 - 7/28/1987 - REAL ESTATE PURCHASE AGREEMENTNO. 1908 AN ORDINANCE AUTHORIZING THE VILLAGE PRESIDENT AND VILLAGE CLERK TO EXECUTE A REAL ESTATE PURCHASE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND JAMES J. TOFILON AND SUSAN M. TOFILON WHEREAS, the Village of Elk Grove Village, pursuant to Ordinance No. 1899 duly adopted and approved by the President and Board of Trustees on June 9, 1987 is authorized to acquire by condemnation or negotiated sale certain properties legally described in said Ordinance; and WHEREAS, the Village of Elk Grove Village through its author- ized agents has negotiated for the purchase of certain parcels of property to the extent that the Village is prepared to enter into a Real Estate Purchase Agreement with James J. Tofilon and Susan M. Tofilon, a copy of said Purchase Agreement being attached hereto and incorporated herein as Exhibit 1 to this Ordinance; NOW, THEREFORE, BE IT ORDAINED, by the President and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, Illinois as follows: Section 1: That the Village President and Village Clerk are hereby authorized to execute a Real Estate Purchase Agreement between the Village of Elk Grove Village and James J. Tofilon and Susan M. Tofilon for a certain parcel of real estate, commonly known as 656 Michigan Lane, Elk Grove Village and legally described on Exhibit A to said Purchase Agreement, attached hereto as Exhibit 1. Section 2: That this Ordinance shall be in full force and effect from and after its passage and approval according to law. VOTES: AYES: 5 NAYS: 0 ABSENT: 1 APPROVED: Charles J. Zettek VILLAGE PRESIDENT ATTEST: Patricia S. Smith VILLAGE CLERK PASSED this 28th day of July 1987. APPROVED this 28th day of _ July 1987. -2- REAL ESTATE PURCHASE AGREEMENT This Agreement made and entered into this 28th day of July, 1987, by and between James J. Tofilon and Susan M. Tofilon, his wife (collectively "Seller") and the Village of Elk Grove Village, a municipal corporation (hereinafter referred to as "Purchaser"); NOW THEREFORE, in consideration of the mutual covenants here- inafter set forth, it is agreed as follows: 1. PREMISES Seller is the owner of the real property legally described in Exhibit A attached hereto and made a part hereof ("Subject Property"). 2. SALE Seller agrees to sell and Purchaser agrees to purchase the Subject Property for the price, upon the terms and conditions, and subject to the contingencies hereinafter contained. 3. PURCHASE PRICE The purchase price for the Subject Property shall be One Hundred Fifty Five Thousand Dollars ($155,000.00). 4. PAYMENT OF PURCHASE PRICE AND CLOSING The purchase price shall be paid by cashier's check or cer- tified check as follows: One Hundred Fifty Five Thousand Dollars ($155,000.00) on August 11 , 1987 ("Closing"), distributed as follows: FAIR CASH MARKET VALUE OF THE SUBJECT PROPERTY MOVING EXPENSE CONSIDERATION FOR INVOLUNTARY MOVE REIMBURSEMENT FOR CLOSING POINTS 5. CONVEYANCE $ 137,000.00 3,500.00 6,500.00 TOTAL $ 155,000.00 Seller shall convey to Purchaser or its nominee fee simple title to the Subject Property by recordable Warranty's Deed (the "Deed") in a form mutually satisfactory to Purchaser, and Chicago Title Insurance Company, which will insure title to the Subject Property, consistent with the terms of this Agreement. At Closing, such title shall be free and clear of all encumbrances whatsoever, including any existing mortgage or trust deed to be satisfied at closing, except those hereinafter permitted, and shall vest in the Purchaser upon delivery of the Deed at Closing., and thereafter be recorded in accordance with the escrow agreement hereinafter described, if any. 6. ESCROW This transaction may be closed through a deed and money escrow with Chicago Title and Trust Company, at their offices in Chicago, Illinois, in accordance with standard escrow instructions to be agreed upon by the parties. Such escrow instructions shall include a provision for payment of Closing proceeds to Seller upon deposit of the Deed and clearance of title in accordance with the title conditions of this Agreement 2 The escrow instructions shall provide that the Deed shall be delivered to Purchaser and record- ed and all other documents be delivered to Purchaser upon deposit in escrow and payment to Seller of the Closing proceeds. The attorneys for Seller and Purchaser are authorized to execute the escrow instructions, any amendments thereto, and all directions or communications thereto. All payments required hereunder, the delivery of the Deed and all other documents and all transactions contemplated by this Agreement may be made through the escrow, provided however, that the terms of the escrow instructions shall not supersede the terms of this Agreement. The cost of any escrow shall be paid by Purchaser. 7. PERMITTED EXCEPTIONS AND CONDITION OF TITLE The term "permitted exceptions" as used herein and in any escrow instructions to be established between the parties shall include the following: (1) real estate taxes for the year 1986 and 1987; and (2) easements for public utilities. Notwithstand- ing anything to the contrary contained herein, any mortgage or trust deed encumbering the Subject Property shall not be consid- ered a permitted exception hereunder. Seller shall deliver or cause to be delivered to Purchaser at Purchaser's expense, prior to Closing, a commitment for an ALTA Form B owner's title insurance policy for the Subject Prop- erty, issued by Chicago Title and Trust Company in the amount of the purchase price, evidencing title to the Subject Property on or after the date of execution hereof, showing title to be vested in Seller and subject only to the permitted exceptions, defined herein. 3 If such evidence of title discloses defects other than the permitted exceptions, Seller shall have until Closing to cure such defects and notify Purchaser. If Seller is unable to cure such defects, Purchaser may, at its election, accept evidence of title to the Subject Property as it then exists (with the right to deduct from the funds at Closing, liens or encumbrances of a definite or ascertainable amount) by notifying Seller and tendering performance, or withhold payment of funds at Closing until Seller cures all such defects. Seller shall also furnish Purchaser at Closing an affidavit of title covering the date of Closing and showing title to the Subject Property to be vested in Seller subject only to the per- mitted exceptions as defined herein, and unpermitted exceptions or defects in title as described by the survey, if any, as to which the title insurer commits to extend insurance. 8. TAXES Seller agrees to pay all general real estate taxes, special assessments and special taxes due or to become due for the Subject Property up to the date of Closing. 9. POSSESSION Seller shall deliver full and complete possession of the Subject Property and all improvements thereon on December 1, 1987. Seller acknowledges and agrees that full and complete possession of the Subject Property shall be delivered to Purchaser on or before December 1, 1987. Nothwithstanding the foregoing, Seller shall have the right to remain in possession of the Subject Prop- erty until January 1, 1988, if its new residence cannot be occupied on December 1, 1987. 4 10. SURVEY Seller shall provide Purchaser with any survey of the Subject Property at Closing. 11. INSURANCE Seller shall completely indemnify and hold harmless Purchaser from any and all liability, cost expense, claims or damages related to or occasioned by possession of the Subject Property by Seller, or any party claiming by, through or under Seller other than that caused by Purchaser or its agents. At Closing, and at any time thereafter prior to delivery of full possession of the Subject Property to Purchaser upon written demand of Purchaser, Seller shall provide Purchaser with a copy of the general public liability insurance policy or policies, covering the Subject Property, in an amount not less than Three Hundred Thousand Dollars ($300,000.00) for an accident involving injury or death to one person, and Three Hundred Thousand Dollars ($300,000.00) for an accident involving injury or death to more than one person. Purchaser and the officials, agents and employ- ees of the Village of Elk Grove Village shall be included in such policy or policies as additional insureds, and payment of premiums for such policy and policies shall be the sole responsi- bility of Seller, up to and including the date full possession is delivered by the Seller. At closing and at any time thereafter prior to delivery of full possession of the Subject Property to Purchaser, upon writ- ten demand of Purchaser, Seller shall provide Purchaser with a F". copy of a policy or policies of insurance against loss of or damage to the improvements and irremovable fixtures and equipment upon the Subject Property by fire, or natural causes, with extend- ed coverage "All Risk" endorsement attached, said insurance to be in the minimum amount of Ninety Seven Thousand Dollars ($97,000.00) d' (the "Casualty Insurance"). The foregoing insurance policy or pol- icies shall name Purchaser as the uninsured and payment of prem- iums for such policy or policies shall be the sole responsibility of Seller up to and including the date full possession is delivered by Seller. 12. EMINENT DOMAIN Seller and Purchaser acknowledge that this Agreement is being entered into in lieu of Purchaser's proceeding with Eminent Domain, and further acknowledge that Purchaser has the power to acquire the Subject Property by Eminent Domain proceedings and intends to do so. 13. MAINTENANCE AND REPAIR Purchaser shall have no obligation to maintain or repair the Subject Property or provide any services of any kind to Seller, or those claiming by, through or under Seller, during such time as Seller or those claiming by, through or under Seller remain in possession of the Subject Property. 14. BILL OF SALE Prior to Seller's surrender of possession hereunder under paragraph 9 herein, Seller shall have the right to remove any or all personal property or fixtures located on the Subject Property belonging to Seller, including but not limited to: all central heat- ing, plumbing and electrical systems and equipment; the hot water heater; central cooling, humidifying and filtering equipment, fixed - carpeting; built-in kitchen applicances, equipment and cabinets; water softener; existing storm and screen windows and doors; attached shutters, shelving systems; roof or attic T.V. antenna; all planted vegetation; garage door openers and car units. All personal property and fixtures remaining on the Subject Prop- erty after Seller's surrender of possession of the Subject Property shall be considered abandoned by Seller and shall be included in the sale price and transferred to Purchaser as if by a Bill of Sale at Closing. 15. SELLER'S OCCUPANCY DURING POSSESSION After Closing until the date Seller surrenders possession of the Subject Property, Seller shall not occupy the Subject Property in violation of Village of Elk Grove Village health, safety, building or safety codes or in such a way as to create an attractive nuisance. 16. DEFAULTS, REMEDIES AND TERMINATION a. Defaults - General Failure or delay by either party to perform any term or provision of this Agreement within the time specified herein shall constitute a default under this Agreement. The party who so fails or delays must, within five (5) days of written notice of the existence of such de- fault, immediately commence to cure, correct, or remedy such failure or delay, and shall complete such cure, correction or remedy with diligence. 7 The party claiming such default shall give written notice of the alleged default to the party alleged to be in default, specifying the default complained of by the injured party. Failure to delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. If, after five (5) days written notice, the party in default shall have not cured the default, then the nondefaulting party shall have the right, but not the obligation, to perform any de- faulted act and in the event of such performance the defaulting party shall be obligated on demand to reimburse the non -defaulting party for all costs and expenditures incurred with respect to such performance. In the event of a default by Purchaser which default remains uncured, Seller shall have the right to declare this Agree- ment void and to retain the funds paid at. Closing as liquidated damages as Seller's sole remedy in lieu of any other right or remedy available to Seller at law or in equity, provided that Purchaser shall cause return of the Deed to Seller or shall recon- vey the Subject Property to Seller in the event the Deed has been previously recorded. Except as otherwise expressly provided in this Agreement, any failure or delay by either party in asserting any of its rights or remedies as to any default or alleged default shall not operate as a waiver of any such default or of any rights or remedies it may have ass. result of such default, nor shall it deprive either such party of its right to institute and maintain any actions or proceed- ing which it may deem necessary to protect, assert or enforce any 0 such rights or remedies. b. Institution of Legal Actions. In addition to any other rights or remedies available at law or equity, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agree- ment. In the event either party shall institute legal action because of breach of any agreement or obligation contained in this Agreement on the part of either party to be kept or performed, and a breach shall be established, the prevailing party shall be entitled to re- cover all expenses incurred therefor including reasonable attorneys' fees. C. Applicable Law The laws of the State of Illinois shall govern the interpret- ation and enforcement of this Agreement. d. Rights and Remedies are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are 'cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same default or any other default by the other party. 17. GENERAL PROVISIONS a. Notices, Demands and Communications Formal written notices, demands, correspondence and communica- tions between Seller and Purchaser shall be sufficiently given if 6 dispatched by registered or certified mail, postage prepaid, return receipt requested to the following parties on behalf of Seller and Purchaser: Seller: Robert L. Best 601 West Golf Road Suite 102 Mount Prospect, IL 60056 Purchaser: William E. Ryan Burke and Ryan 33 North Dearborn Street Suite 402 Chicago, IL 60602 b. Nonliability of Village Officials and Employees No member, official or employee of the Village of Elk Grove Village shall be personally liable to Seller in the event of any default or breach by the Village of Elk Grove Village or for any amount which may become due to Seller or any obligation under the terms of this Agreement. C. Approvals Wherever this Agreement requires Seller or Purchaser to approve any document or other matter, such approval shall not be unreasonably withheld. d. Assurance of Cooperation Seller agrees to cooperate with Purchaser in executing all docu- ments and agreements upon reasonable request of Purchaser in con- nection with Purchaser's proposed use of the Subject Property. Seller agrees and acknowledges that from the date hereof Purchaser, its representatives, successors and assigns shall have the right to enter the Subject Property at all reasonable times with notice to Seller to examine, inspect, measure and make tests in connection with Purchaser's intended use of the Subject Property. 10 e. Real Estate Commissions Neither Seller nor Purchaser shall be liable for any real estate commissions, brokerage fees or finder's fees by reason of this Agreement. f. Time Time is of the essence of this Agreement. g. Entire Agreement and Waiver This Agreement is executed in two (2) duplicate originals, each of which is deemed to be an original. This Agreement includes pages and exhibits attached which constitute the entire understand- ing and agreement of the parties. This Agreement integrates all of the terms and conditions men- tioned herein or incidental hereto, and supersedes all negotiations and previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of any of the provisions of this Agreement must be in writing and signed by the appropriate authorities of Purchaser and Seller. h. Partial Invalidity If any portion of this agreement shall be held or deemed to be invalid or in violation of any law, such portion shall be deemed to be excised herefrom and the invalidity thereof shall not affect any of the other portions contained herein which portions remain in full force and effect. i. Amendment This agreement may be amended only by mutual written agreement 11 of Seller and Purchaser. J. Binding Contract Seller agrees and acknowledges that Purchaser shall have .the right to assign this Agreement and Purchaser's rights under this Agreement without the consent of Seller. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective executors, administrators, heirs, legatees and successors in interest. 18. RECORDING Upon execution of this Agreement by Seller and Purchaser, either party at its own expense, may record this Agreement with the Cook County Recorder of Deeds. 19. SURVIVAL The warrantees and covenants contained in this Agreement shall not merge with the delivery of the deed from Seller to Purchaser, but will survive thereafter until full performance by all parties. 20. LIENS a. Seller, or those claiming by, through or under Seller, shall not suffer or permit any mechanics' lien, judgment lien or other lien of any nature whatsoever to attach to or be against the Subject Property hereinafter. b. Each and every contract for repairs or improvements on the Subject Property, or any part thereof shall be approved by Purchaser prior to execution by Seller; provided, however, that Purchaser may withhold its approval for any reason. Each and every contract shall contain an express, full and complete waiver 12 waiver and release of any and all lien or claim of lien against the Subject Property, and no contract or agreement, oral or written, shall be executed by Seller, or those claiming by, through or under Seller, for repairs or improvements upon the premises, except if the same shall contain such express waiver or release of lien upon the part of the party contracting, and a copy of each and every such contract shall be promptly deliver- ed to Purchaser. IN WITNESS WHEREOF, the parties hereto have hereunto set their respective hands and seals in duplicate, the day and year first above written. SELLER: James J. Tofilon Susan M. Tofilon 13 PURCHASER: VILLAGE OF ELK GROVE VILLAGE, a municipal corporation By Charles J. Zettek ATTEST: Patricia S. Smith Village Clerk — EXHIBIT A Lot 2 in Block 1 in Winston Grove Section 22 North, being a Subdivision in Parts of Sections 25 and 36, Township 41 North, Range 10 East of the Third Principal Meridian, According to the Plat thereof recorded October 12, 1976 as Document Number 23668769 in Cook County, Illinois, and as Corrected and Recorded January 17, 1977 as Document Number 23790886 in Cook County, Illinois, commonly known as 656 Michigan Lane, Elk Grove Village, Illinois.