HomeMy WebLinkAboutRESOLUTION - 15-23 - 4/11/2023 - 500 HIGGINS, IYER PROPERTIES, PURCHASE & SALE AGREEMENTRESOLUTION NO. 15-23
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE
AN INTERGOVERNMENTAL PURCHASE AND SALE AGREEMENT BETWEEN THE
VILLAGE OF ELK GROVE VILLAGE AND IYER PROPERTIES, LLC (500 E. HIGGINS
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 AND SALE AGREEMENT
BETWEEN THE VILLAGE OF ELK GROVE VILLAGE
AND IYER PROPERTIES, LLC
(500 E. HIGGINS ROAD)
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: 5 NAYS: 0 ABSENT: 0
PASSED this 1111 day of April 2023
APPROVED this 11 rn day of April 2023
APPROVED:
Mayor Craig B. Johnson
Village of Elk Grove Village
ATTEST:
Loretta M. Murphy, Village Clerk
PURCHASE AND SALE AGREEMENT
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 Six Hundred Eighty Thousand and No/100
Dollars ($680,000.00), the Purchase Price on the terms set forth herein, the following described
real estate, in Cook County, Illinois (the "Property"):
See Legal Description Rider Attached Hereto As Exhibit 'A'
(approximately 1.02 acres or 44,613 square feet)
PIN: 08-21-401-027-0000
Address: 500 E. Higgins Road, Elk Grove Village, Illinois 60007
2. IYER PROPERTIES, LCC, an Illinois Limited Liability Company, having its principal
located at 1376 Grantham Drive, Schaumburg, Illinois 60193 (the "Seller"), agrees to sell the real
estate and the building/improvements thereon described above, (the "Property"), at the price and
terms set forth herein, and to convey or cause to be conveyed to Purchaser or nominee of 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; and (e) general taxes for the year 2022 and subsequent years
including taxes which may accrue by reason of new or additional improvements during the year
2022.
3. Purchaser will deposit $15,000.00 with Chicago Title Insurance Company, ("Escrowee"),
as Earnest Money within two (2) business days after the Parties' full execution of this Agreement,
to be applied toward the Purchase Price. Purchaser agrees to pay or satisfy the balance of the
Purchase Price in cash, plus or minus prorations, 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 paid by the Purchaser.
4. Closing shall be on July 7, 2023, ("Closing Date"), subsequent to the satisfactory
completion of the Due Diligence Period, or at such other date as mutually agreed by the Parties in
writing, at the Rolling Meadows Office of Chicago Title Insurance Company, provided title is
shown to be good, and provided the contingencies set forth in this Agreement have been satisfied
or resolved as herein set forth. As stated, Purchaser shall have a Due Diligence Period which shall
terminate not later than May 15, 2023 to determine the suitability of the Property and complete all
tests, studies, inspections and investigations of the Property. Purchaser shall have the sole right at
any time before the expiration of the Due Diligence Period to cancel this Agreement and receive
a full refund of all of its Earnest Money deposited with the Escrowee. Such notice of cancelation
must be in writing and delivered pursuant to the notice provisions of this Agreement. If the
500 Higgins EG - PSA
Purchaser has not canceled this Agreement by May 15, 2023, or the Due Diligence Period has not
been mutually extended by the Parties, then the Earnest Money shall become non-refundable.
5. 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, subject to the Purchaser's inspection of the Property and any
buildings located on the Property. Seller shall not be required to pay or contribute toward any
expense for cost of repair to the Property or any building located on the Property unless otherwise
agreed as a part of the Purchaser's Due Diligence Period contingency. Seller shall deliver exclusive
and complete possession of the entire Property, including all building(s) and exterior parking areas
and parking lots, to the Purchaser at Closing, except as otherwise mutually agreed to by the Parties'
in writing subsequent to the Parties' full execution of this Agreement.
6. Seller agrees to furnish Purchaser with any existing ALTA survey or otherwise for the
Property within five (5) business days of the Parties full execution of this Agreement.
7. Seller shall deliver or cause to be delivered to Purchaser or Purchaser's attorney, at Seller's
expense by May 22, 2023, a current ALTA survey dated after the date of this Agreement, and a
title commitment for an owner's extended 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; and (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 permitted exceptions). 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) and (c) 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.
8. If the title commitment or survey discloses either unpermitted exceptions or survey matters
(herein referred to as "exceptions"), Seller shall have ten (10) days from the date of delivery thereof
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 such event, the time of Closing shall be five (5) days after delivery of the
commitment. If Seller 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, Purchaser may terminate this
Agreement or may elect, upon notice to Seller within five (5) business days after the expiration
of the ten (10) day period, to take title as it then is and may propose a deduction from the Purchase
Price, liens or encumbrances of a definite or ascertainable amount. Seller shall have three (3)
business days to agree to said deduction. If Seller does not agree to said deduction, Purchaser may
elect to terminate this Agreement, without further actions of the Parties.
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9. Rents, utility charges, premiums under assignable insurance policies, general real estate
taxes, and other similar items, ("costs"), shall be prorated at Closing as of the Closing Date. Real
Estate tax credits for unpaid 2022 and 2023 real estate taxes, at Closing, shall be prorated at 110%
of the last ascertainable full year's real estate tax bill, regardless of any change in real estate tax
assessment. Seller shall be responsible for said Costs through the date of Closing, and Seller shall
cooperate and furnish any documentation necessary to comply with all state, county and local laws
therewith. All prorations are final unless otherwise provided herein.
10. The provisions of the Uniform Vendor and Purchaser Risk Act of the State of Illinois shall
be applicable to this Agreement. Seiler 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 Agreement, in which
case neither Purchaser nor Seller shall have any further liability hereunder, unless Seller's acts or
omissions related to such loss or action violate its obligations under this Agreement, including the
representations and warranties or the covenants and agreements set forth in this Agreement, in
which case Purchaser may pursue any such remedy at law or equity.
IL 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 by Chicago Title Insurance
Company, with such special provisions inserted in the escrow agreement as may be required to
conform with this Agreement. 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 Agreement and the earnest money shall be deposited in the escrow. All closing escrow
fees, including the New York Style Escrow shall be divided equally between Seller and Purchaser.
.The Parties shall equally divide the cost of the extended coverage endorsement, if any. Seller
shall be responsible for the Owner's Title Policy premium, and other endorsements necessary to
remove unacceptable exceptions; all other endorsements and invoiced title charges shall be paid
by the Purchaser.
12. 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.
13. In addition to the Due Diligence Period contingency, Purchaser shall have reasonable
access to the subject Property, for purposes of soil testing, surveying, engineering, examination
and planning, from and after the execution of this Agreement in order to conduct a Phase I
Environmental Site Assessment ("Phase I") which shall be paid for by the Purchaser. Such Phase
I shall be conducted and concluded by May 15, 2023. If the Phase I reveals environmental
concerns that necessitate a Phase II assessment, Purchaser shall share such concerns with Seller.
With the expressed consent of the Seller, the Purchaser may order and pay for said Phase 11, or the
Purchaser may then give notice of cancelation terminating this Agreement with a full refund of all
Earnest Money previously deposited into the Strict Joint Order Escrow. If Purchaser proceeds
with the Phase II assessment, Purchaser shall have until May 22, 2023, to complete said Phase II
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assessment. If the Phase II indicates no environmental concerns, this contingency shall be
satisfied. If the Phase It raises additional concerns either Party may terminate this Agreement.
With respect to any and all assessments/inspections, Purchaser shall save and hold harmless Seller
from any costs or liabilities resulting from such access, and Purchaser shall restore the subject
Property to its original condition after each such inspection. If Purchaser determines, in its sole
discretion, that, as a result of any environmental inspection of the subject Property, the subject
Property is not satisfactory for the uses contemplated by Purchaser, Purchaser may notify Seller,
in writing, and terminate the Agreement. Purchaser acknowledges that time is of the essence and
will diligently pursue the completion of the inspection process and will notify Seller in a timely
manner if it elects to terminate this Agreement.
14. Seller does hereby represent to Purchaser as follows:
A. With the exception of four (4) current and pending leased units there are no leases,
occupancy agreements, management agreements, or maintenance agreements relating to the
subject Property and Seller agrees not to enter into any such agreements relating to the subject
Property without the written consent of Purchaser.
B. To the best of Seller's actual knowledge, there are no proceedings presenting,
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 Agreement.
C. Except as disclosed in this Agreement, 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 substances upon the subject Property
nor are there activities engaged in the subject Property which constitute a violation of any
environmental law. In addition, to the best of Seller's knowledge, no toxic materials, hazardous
wastes, hazardous substances, pollutants or contaminants have been generated, released, stored or
deposited over, beneath or on the subject property from any source whatsoever, nor has any part
of the subject property been used for or as a land fill, the result of which could impose any liability
under applicable federal or state laws and regulations, including, but not limited to, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C.
' 9601 et seq.)and the Resource Conservation and Recovery Act (42 U.S.C. ' 6903 et seq.), and
Seller warrants and represents that it has not received any notice nor is it otherwise aware of any
actual threatened claims, actions, proceedings, suits or demands by the EPA or any third Party
relating to environmental matters at, on or arising out of the subject property.
Further, and to the best of Seller's knowledge: (a) any use of the Property for the
generation, storage or disposal of any (1) asbestos, (2) petroleum, (3) explosives, (4) radioactive
materials, wastes or substances, or (5) any substance defined as "hazardous substances" or "toxic
substances in the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, 42, U.S.C. 9601, et seq., the Hazardous Materials Transportation Act (49 U.S.C.
1802), the Resource Conservation and Recovery Act (42 U.S.C.6901), or in any other Applicable
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Law governing environmental matters ("Environmental Laws") (collectively, "Hazardous
Materials") has been in compliance with all Environmental Laws, (b) there are not any Hazardous
Materials present on the Property, (c) the Property is currently in compliance with all
Environmental Laws; and (d) there are currently no Storage Tanks on the Property and any Storage
Tanks formerly located on the Property were removed in compliance with all Environmental Laws;
and,
Seller has received no written notice of: (a) any pending or threatened action or proceeding
arising out of the presence of Hazardous Materials on or at the Property, or (b) any alleged violation
of any environmental laws.
E. 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.
F. Seller is vested with all necessary legal authority to enter into this Agreement; has
full power, authority and legal right, and will have obtained all approvals and consents required to
execute this Agreement and to carry out all of Seller's obligations under this Agreement; and this
Agreement will constitute the valid and binding obligation of Seller in accordance with its terms.
G. 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 shall be complied with by Seller
at its expense. If Seller does not elect to so comply, Purchaser may cancel the Agreement, or
Purchaser may elect to take title subject to such matters.
H. 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
Agreement) 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 prevent, prohibit, delay or interfere with Purchaser's use of the subject
Property for its intended uses and purposes, or
(4) could otherwise deprive Purchaser of any portion of the subject Property.
I. 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.
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J. Except as otherwise provided in this Agreement, from and after the date hereof,
Seller 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 Property and its use, and shall pay all bills and expenses regarding
the subject Property until the Closing.
K. There are no outstanding options or rights 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.
L. There are no agreements, including any franchise agreements of any type or kind,
whether written or oral, affecting the use, maintenance and operation of the subject Property which
will survive the Closing. Seller represents that any franchise agreement or franchise rights of any
party (including the Seller) shall be fully resolved and concluded prior to Closing.
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. Seller agrees to
indemnify and hold Purchase 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 Agreement.
15. 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 Agreement, ordinary wear and tear excepted.
16. All notices to be given hereunder shall be personally delivered, sent by email between the
attorneys for the Parties, sent by facsimile transmission, sent by overnight courier, or sent by U.S.
mail, with postage prepaid, or by facsimile transmission, 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: Matthew Roan
Village Manager
Village of Elk Grove Village
901 Wellington Street
Elk Grove Village, IL 60007
Tele: (847) 357-4004
Fax: (847) 357-4044
Email: mroan(cr)elkg.rove.or
With a copy to: George B. Knickerbocker
Village Attorney
Village of Elk Grove Village
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901 Wellington Street
Elk Grove Village, IL 60007
Tele: (847) 357-4032
Fax: (847) 357-4044
Email: gknickerbocker(&elkgrove.M
With a copy to: William J. Payne
Attorney at Law
1100 W. Northwest Hwy., # 103
Mount Prospect, IL 60056
Tele: (847) 483-5027
Fax: (847) 483-5029
Email: williamipayne7(r aol.com
Seller: Krishna Iyer
Owner
1376 Grantham Drive
Schaumburg, IL 60193
Tele: (xxx) xxx-xxxx
Fax: (xxx) xxx-xxxx
Email:
With a copy to: Thomas Haught, Attorney
Gardi, Haught, Fischer & Bhosale
939 Plum Grove Road, Suite C
Schaumburg, IL 60173
Tele: (847) 944-9400
Fax: (847) 944-9401
Email: thauyhtAaardilaw.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 email between the attorneys for the
Parties sent by facsimile transmission or sent by overnight courier shall be deemed effectively
given on the date of such delivery.
17. This Agreement 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 Agreement may not be modified except
by a written agreement signed by all of the Parties. However, if any portion of this Agreement is
invalid or unenforceable against any Party under certain circumstances, then this Agreement will
be deemed to be amended by deleting such provisions. This Agreement will be enforceable, as
amended, to the fullest extent allowed by law as long as the amendment doe not result in a failure
of consideration.
18. Defaults and remedies:
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A. Purchaser's Default. If Purchaser (i) fails to perform in accordance with the terms
of this Agreement, and such default is not cured within ten (1) 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
Agreement 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 Agreement;
(b) specifically enforce the terms and conditions of this Agreement, or (c) exercise any other right
or remedy available to Purchaser at law or in equity.
C. In the event either Purchaser or Seller defaults in the performance for any obligation
imposed upon it under the provisions of this Agreement, the defaulting party shall pay all
reasonable attorneys' fees and expenses of the non -defaulting party incurred in ay litigation or
negotiation undertaken to enforce any of the obligations of the defaulting party under this
Agreement, or in any litigation or negotiation in which the nondefaulting party shall, without its
fault, become involved through or on account of this Agreement.
19. The Seller shall reconfirm all representations and warranties set forth in this Agreement as
true, accurate, and complete on and as of the Closing Date.
20. Seller's representations and warranties shall survive the Closing. Seller shall indemnify,
hold harmless, and defend Purchaser ad its successors and assigns, from and against any and all
claims, demands, losses, liens, costs, expenses (including reasonable attorneys' fees and court
costs), damages, liabilities, judgments or decrees of whatsoever kind or nature which, directly or
indirectly, are caused by, result from, arise out of, or occur in any manner in connection with any
material inaccuracy in the representations or warranties contained herein. The preceding
indemnity and hold harmless shall not apply to matters attributable to acts or omissions of the
Purchaser of third parties.
21. The Parties shall execute all documents and take all other actions consistent with this
Agreement that are reasonably necessary to consummate the transaction contemplated herein.
Seller agrees to cooperate and take appropriate action, at the request of Purchaser, to zone or re -
subdivide the Property as required by any governmental authority.
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22. The Parties hereto agree that time is of the essence in this transaction and that this
Agreement may be executed in counterparts and shall be governed by and interpreted in
accordance with the laws of the State of Illinois.
23. Each Party hereto shall respectively pay the fees and charges of their attorneys and
consultants.
24. The Parties acknowledge that the obligations of this Agreement shall not be binding on the
Purchaser until formal Village Board action has been taken by its Corporate Authorities.
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IN WITNESS WHEREOF. the Parties hereto have executed this Purchase and Salc
.r
Agreemeni this 1 day of Atr, I 2023, the "Agreement Date'.
PURCHASER:
THE VILLAGE
VILLAGE,
an Illinois Muniq
OF ELK GROVE
Gal C,erporation
SELLER:
IYER PROPERTIES, LLC,
an Illinois Limited Liability Company
By: = By:
Craig B. Johnson
Mayor
ArrEST:
By:�G� _L
Lorr' Murphy, Villa e Clerk !�
Krishna Iyer
Owner
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F.XHiRIT 'A'
LEGAL DESCRIPTION
Lot 77 (excepting therefrom the South 17 feet thereof) in Higgins Road Commercial Subdivision
Unit Number 47, being a Resubdivision in Section 21, Township 41 North, Range 11, East of The
Third Principal Meridian, according to Plat thereof registered in the Office of the Registrar of Title
of Cook County, Illinois, on May 2, 1969 as document number 2448731, in Cook County, Illinois.
ADDRESS: 500 E. Higgins Road, Elk Grove Village, Illinois 60007
PIN: 08-21-401-027-0000
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