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HomeMy WebLinkAboutRESOLUTION - 32-02 - 6/18/2002 - PURCHASE AGREEMENT/ANNANDALE IIRESOLUTION NO. 32-02 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERIC TO EXECUTE A PURCHASE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND ANNANDALE II. LIMITED PARTNERSHIP (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 ANNANDALE II, LIMITED PARTNERSHIP 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 1 effect from and after its passage and approval according to law. VOTE: AYES: 6 NAYS: 0 ABSENT: 0 PASSED this 18" day of June 2002. APPROVED this 18`" day of June 2002. APPROVED: Craig B. Johnson, Mayor ATTEST: Ann I. Walsh Village Clerk reso602Annendale.doc PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Purchase Agreement") is made and entered into by and between Annandale II, Limited Partnership ("Seller") and the Village of Elk Grove Village, an Illinois municipal corporation ("Buyer") and relates to that certain real estate consisting of approximately 6/10`h of an acre 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. I.Purchase Price and Other Payments The "Purchase Price" shall be Six Hundred and Twenty -Five Thousand Dollars ($625,000.00). 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 Near North Title Insurance Company (the "Title Company") in its capacity as Escrow Agent, within five (5) business days after the Effective Date of this Purchase Agreement [as defined in Section 13 (k)] an earnest money deposit (the "Earnest Money") of Sixty -Five Thousand and 00/100 Dollars ($65,000.00). 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'l by Near North Title Insurance 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 belong to Buyer unless Buyer defaults, in which event, the interest shall belong to the Seller. The Earnest Money and all interest earned thereon shall be refundable to Buyer upon termination of this Purchase Agreement except in case of Buyer's default, in which event, the Earnest Money shall be paid to Seller. n C� 3(a) Deposit of Deed As soon after the effective date of this Agreement as possible, *minou- ys, Seller shall deposit the Deed (as hereinafter defined) to the Property into the Escrow, and the Grantee provision on the deed shall read as directed by Buyer in writing. The Title Company shall hold the Deed until it is prepared to disburse the Purchase Price to Seller 0 n) so r. t 71 - in accordance with this Contract. If this transaction is not closed on or befo a .Faiy-15,2602; Title Company shall release the Deed to Seller in accordance with the Escrow Instructions. 3(b) Prior to closing Seller shall deposit into the Escrow a letter regarding condemnation proceedings to be delivered to Seller at closing. 4. Closing The conveyance of title and payment o Purchase Price as contemplated under this Purchase Agreement (the "Closing") shall be held on , or as otherwise agreed to by_the Parties. Closing shall be held at the office of the Title Company. Seller shall deliver possession of the Property to Buyer at Closing, and the Property shall be 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 trustee's deed ("Deed") together with any required real estate transfer valuation affidavit (" Affidavit"). "Good and marketable title" as used herein shall be evidenced by a title insurance policy providing extended coverage in favor of Buyer at standard rates, free of all leases, tenancies and other exceptions. Seller shall order and deliver to the title company a current boundary survey to be prepared and certified to the title company and the Seller. The legal description in the Deed and the title policy shall be identical to that of the Survey. Seller shall deliver to Buyer at Closing any documentation required by the Title Company to insure Buyer's title including over any existing or potential claims or liens. 6. Closing Costs Buyer shall pay the expense of the transfer, documentary, conveyance or similar taxes, if any and the escrow fee. Seller shall pay any tax collection or certification fees and Seller's attorney's fees. Buyer shall pay the cost of the title commitment and the survey. Buyer shall pay recording fees on the deed transferring title to Buyer. Buyer shall pay its own attorney's fees. 7. Proration All real property ad valorem taxes shall be prorated (on a 365 -day year basis) between Buyer and Seller as of Closing based upon 105% of.each of the most recently available property assessment valuation and tax rate. Provided, however, that immediately following receipt of the actual tax bill for the second installment of 200 1 taxes, the parties shall re -prorate the tax credit to Purchaser for 2001 and 2002 taxes and make an appropriate cash adjustment up or down. 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 Buyers 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) Pursuant to the approval of the Village Board of the Village of Elk Grove Village, 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 Seller shall defend, indemnify and hold Buyer harmless from and against any and all claims, actions, loss, cost, damage and expense (including reasonable attomeys' fees) resulting from any inaccuracy in any of Seller's representations, warAhties and covenants in this Purchase Agreement. All representations, 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. The individual executing this Purchase Agreement on behalf of Seller 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) There is no unrecorded agreement which affects ,title tri, or use or possession of the Property except for existing easements which have been in tffecc for at least 15 years, and during the pendency of this Purchase Agreement, Seller will`itelther 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, not 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) All liens and assessments against the Property sic shown in the official records of the taxing authorities or the office of the recorder of deeds in'whose jurisdiction the Property is located. 9(e) Seller is not a "foreign person"* as that term isAe .fined 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(f) Each and every lease or other agreement or ser,06e 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(g) Seller warrants that to the best of 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-governmontal expert that any chemical, material or substance which poses a hazard to health and safety is present on or in the Property; and (iii) to the best of Seller's knowledge 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. 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 Sellet's breach of warranty; this provision shall survive Closing. 9(h) 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 Buyer 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(e) 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 in any way in contravention of the spirit and intent of this Purchase Agreement. Seller further warrants that there is no tenant occupying the premises under a valid lease agreement and there will not be such following closing. 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 and any interest on 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. 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. Miscellaneous 13(a) Amendment No amendment to this Purchase Agreement shall be effective unless in writing and signed by both parties. 13(b) Applicable Law This Purchase Agreement shall be construed and enforced in accordance with the laws of the State of Illinois. 13(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. 13(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. 13(c) Captions All captions and headings are for reference purposes and shall not be deemed to modify the text of this Purchase Agreement. 13(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. 13(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. 13(h) Exhibits All exhibits attached to this Purchase Agreement are by reference incorporated herein and made a part of this Purchase Agreement. 13(i) Nomenclature Any reference to a party shall include the employees, officers, agents, contractors, assigns and successors -in -interest of that party. 130) 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. 13(k) Effective Date The "Effective Date" shall be the date this Purchase Agreement is signed by the Seller. 13(1) Recordation The parties shall prepare a memorandum of this Purchase Agreement that shall be recorded with the Cook County Recorder of Deeds. 14. Notices All notices, requests, demands or other communications ("Notices") hereunder shall be in writing and given by express mail or registered mail and shall be effective as of the date of delivery. Delivery shall be deemed to have been made if the post office was not able to deliver due to 0 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: Annandale 11 Limited Partnership P.O. Box 123 Des Plaines, IL 60016 Attention: Joseph F. Iacovo Telephone No. (847) 699-6949 Fax No. (847) 705-1433 Copy to: Pauker & Rubin, Ltd. 180 N. LaSalle Street, Suite 1601 Chicago, IL 60601 Attention: David H. Pauker Telephone No. (312) 606-0000 Fax No. (312) 606-0039 To Buyer: Elk Grove Village 901 Biesterfreld Elk Grove Village, Illinois 60007 Attention: Village Manager Telephone No. (847-357-4002) Fax No. (847-3574044) Copy to: Elk Grove Village 901 Biesterfreld Elk Grove Village, Illinois 60007 Attention: Village Attorney Telephone No. (847-357-4032) Fax No.(847-357-4044) 7. IN WITNESS WHEREOF, Seller and Buyer have each duly executed this Purchase Agreement as of the dates shown adjacent to their signatures below. SELLER: Annandale II Limited Partnership By: Golden Touch Property Management, Inc., General Partner Its: President Date of Execution by Seller: , 2002. BUYER: Elk Grove Village An Illinois municipal corporation By: Craig B. Johnson Its: Mayor Date of Execution by Buyer: June 18 1, 2002.. ATTEST By: Ann I. Walsh Village Clerk 8 EXHIBIT A LEGAL DESCRIPTION Lot 2 in Rohlwing Grove Unit 1, a Subdivision in the Southwest Quarter 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.