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HomeMy WebLinkAboutRESOLUTION - 53-87 - 9/8/1987 - REAL ESTATE PURCHASE AGREEMENT RESOLUTION NO. 53-87 A RESOLUTION AUTHORIZING THE VILLAGE PRESIDENT AND THE VILLAGE CLERK TO EXECUTE A REAL ESTATE PURCHASE AGREEMENT WITH WINDEMERE HOLDINGS, INC. BE IT RESOLVED 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 of Elk Grove Village does hereby approve of the Real Estate Purchase Agreement between the Village and Windemere Holdings , Inc. , a copy of which is attached hereto, and does further authorize the Village President and Village Clerk to execute said Agreement on behalf of the Village of Elk Grove Village .. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTES: AYES: 4 NAYS : 0 ABSENT: 2 APPROVED: Charles J. Zettek VILLAGE PRESIDENT ATTEST: Patricia S. Smith _ VILLAGE CLERK PASSED this 8th day of _ September 1987 . APPROVED this 8th day of September 1987 . y r. REAL ESTATE PURCHASE AGREEMENT This Agreement made and entered into as of this 8th day of August, 1987, by and between WHL, LTD. formerly known as Windemere Holdings, Inc. , an Illinois corporation ( "Seller" ) , THL, LTD, formerly known as Terrestris Holdings, Ltd. , an Illinois corporation, CTD, LTD. formerly known as Terrestris Development Company, an Illinois corporation and TERRESTRIS DEVELOPMENT COMPANY formerly known as P.C.E.T. , Inc . , an Illinois corporation (collectively referred to as "Seller ' s Related Parties" ) and the VILLAGE OF ELK GROVE VILLAGE, a municipal corporation ( "Purchaser") ; NOW, THEREFORE, in consideration of the mutual covenants hereinafter 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 Seven Hundred Eighty Two Thousand Dollars ($782 , 000 . 00) . 4 . PAYMENT OF PURCHASE PRICE AND CLOSING The purchase price shall be paid, by cashier ' s check or certified check as follows : Seven Hundred Eighty Two Thousand Dollars ($782, 000 . 00) on September 10, 1987 ( "Closing" ) . 5 . CONVEYANCE 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 . Further, Seller ' s Related Parties shall convey to Purchaser or its nominee all their right, title and interest in the Subject Property, excluding any claims Seller ' s Related Parties have or may have against third parties, as defined in paragraph 11 hereinbelow, by Quit Claim Deed ( "Quit Claim Deed") . At Closing, the title conveyed by Seller 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 and the Quit Claim Deed at Closing and thereafter be recorded in accordance with the escrow agreement hereinafter described . 6 . ESCROW This transaction may be closed through a deed and money escrow with the 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 [1549E] DSF 8/28/87 -2- Closing proceeds to Seller upon deposit of the Deed and Quit Claim Deed and clearance of title in accordance with the title conditions of this Agreement . The escrow instructions shall provide that the Deed and Quit Claim Deed shall be delivered to Purchaser and recorded and all other documents be delivered to Purchaser upon deposit in escrow and payment to Seller of -the Closing proceeds . The attorneys for the parties 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 1987 ; (2) easements for public utilities ; (3) covenants , conditions and restrictions of public record; and (4) mechanics ' liens with respect to the subdivision improvements being undertaken in the subdivision of which the Subject Property is a part . Notwithstanding anything to the contrary contained herein, any mortgage or trust deed encumbering the Subject Property shall not be considered a permitted exception hereunder . (1549E] DSF 8/28/87 -3- 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 Property, issued by Chicago Title Insurance 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. If such evidence of title discloses defects other that 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 permitted 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 . [1549E] DSF 8/28/87 -4- 9 . POSSESSION Seller shall deliver full and complete possession of the Subject Property at Closing . 10 . 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 if this Agreement is not consummated by a sale. 11 . PURCHASER' S INDEMNIFICATION FOR PUBLIC IMPROVEMENTS Purchaser shall hereby indemnify, defend and hold Seller and Seller ' s Related Parties harmless for all claims of or by (a) purchasers of lots adjacent to the Subject Property that are already sold; (b) prospective purchasers of lots adjacent to the Subject Property; and (c) unidentified prospective purchasers of lots adjacent to the Subject Property whose losses are not yet known, all of which claims shall be occasioned by the Purchaser ' s construction of Biesterfield Road. This indemnity does not extend to any false statements which have been made by Seller or Seller ' s Related Parties with respect to the extension of Biesterfield Road. This indemnity, defend and holdharmless shall specifically, but without limiting the general scope, include the obligation to negotiate with, respond to and take such other appropriate responses to threats of litigation as may be required to avoid litigation of such claims . [1549E] DSF 8/28/87 -5- Seller and Seller ' s Related Parties hereby expressly reserve any and all claims either Seller or Seller ' s Related Parties have or may have against third parties including the Purchaser with respect to lots adjacent to the Subject property that have not yet been sold, which claims are occasioned by Purchaser ' s construction of Biesterfield Road. Notwithstanding the foregoing reservation, Seller and Seller ' s Related Parties hereby represent that as of the date of this Agreement, neither Seller nor Seller ' s Related Parties are aware of the existence of any such claim against any third party or Purchaser . 12 . DEFAULTS, REMEDIES AND TERMINATION a . Defaults - General Failure of delay by Seller or Purchaser to perform any term or provision of this Agreement within the time specified herein shall constitute a default underthisAgreement. The party who so fails or delays must, within five (5) days of written notice of the existence of such default, immediately commence to cure, correct, or remedy such failure or delay, and shall complete such cure, correction or remedy with diligence . 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 non-defaulting party [1549E] DSF 8/28/87 -6- shall have the right, but not the obligation, to perform any defaulted 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. 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 as a result of such default, nor shall it deprive either such party of its right to institute and maintain any actions or proceeding which it may deem necessary 'to protect, assert or enforce any such rights or remedies . b. Institution of Legal Actions . In addition to any other rights or remedies available at law of 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 Agreement . 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 recover all expenses incurred therefor including reasonable attorneys ' fees . [1549E] DSF 8/28/87 -7- C. Applicable Law. The laws of the State of Illinois shall govern the interpretation 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. 13 . GENERAL PROVISIONS a . Notices , Demands and Communications Formal written notices, demands , correspondence and communications between the parties shall be sufficiently given if dispatched by registered or certified mail , postage prepaid, return receipt requested to the following parties on behalf of Seller, Seller ' s Related Parties and Purchaser : Seller and Seller ' s H. James Fox Related Parties : 333 West Wacker Drive Suite 500 Chicago, Illinois 60606 Purchaser : William E. Ryan Burke and Ryan 33 North Dearborn Street Suite 402 Chicago, Illinois 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 or Seller ' s [1549E] DSF 8/28/87 -8- Related Parties 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 Seller ' s Related Parties or any obligation under the terms of this Agreement . C. Approvals Wherever this Agreement requires the parties 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 documents and agreements upon reasonable request of Purchaser in connection 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 to examine, inspect, measure and make tests in connection with Purchaser ' s intended use of the Subject Property. e. Real Estate Commissions Neither Seller, Seller ' s Related Parties 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, [1549E] DSF 8/28/87 -9- each of which is deemed to be an original . This Agreement includes pages and exhibits attached which constitute the entire understanding and agreement of the parties . This Agreement integrates all of the terms and conditions mentioned 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 the parties . h. Partial Invalidity If any portion of this Agreement shall be held or deemed to be invalid or in any 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 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 . [1549E] DSF 8/28/87 -10- 14 . RECORDING Upon execution of this Agreement by Seller, Seller ' s Related Parties and Purchaser, any party at its own expense, may record this Agreement with .the Cook County Recorder of Deeds . 15 . SURVIVAL The warranties 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 . 16 . 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 from hereinafter until the date of Closing . b. Each and every contract from hereinafter until the date of Closing 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 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 [1549E] DSF 8/28/87 -11- 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 delivered 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: PURCHASER: WHL, LTD. , f/k/a WINDEMERE HOLDINGS, INC. , VILLAGE OF ELK GROVE VILLAGE, a an Illinois corporation municipal corporation By: By: Charles J. Zettek Its : Village President ATTEST: ATTEST: By: Patricia S. Smith Its : Village Clerk SELLER' S RELATED PARTIES: THL, LTD. , f/k/a TERRESTRIS HOLDINGS, LTD. an Illinois corporation By: Its : ATTEST: By: Its : [1549E] DSF 8/28/87 -12- CTD, LTD. , f/k/a TERRESTRIS DEVELOPMENT COMPANY, an Illinois corporation By: Its : ATTEST: By: Its : TERRESTRIS DEVELOPMENT COMPANY, f/k/a P.C.E.T. INC. , an Illinois corporation By: Its : ATTEST: By: Its : [ 1549E] DSF 8/28/87 -13- f _ EXHIBIT A LOTS 46 THROUGH 63 , BOTH INCLUSIVE, IN STAPES SUBDIVISION, BEING A SUBDIVISION OF PART OF THE NORTH EAST 1/4 OF SECTION 35, TOWNSHIP 41 NORTH, RANGE 10 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS [ 1549E] DSF 8/31/87 -14-