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HomeMy WebLinkAboutRESOLUTION - 55-13 - 11/19/2013 - CONTRACT EVANGELICAL LUTHERAN CHURCH OF HOLY SPIRIT RESOLUTION NO. 55-13 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A REAL ESTATE SALE CONTRACT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND THE EVANGELICAL LUTHERAN CHURCH OF THE HOLY SPIRIT OF THE VILLAGE OF ELK GROVE VILLAGE 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: 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 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: 6 NAYS: 0 ABSENT: 0 PASSED this 19'h day of November 2013. APPROVED this 19th day of November 2043. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Judith M. Keegan, Village Clerk I.0 HolySp iritContract 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 Hundred Thousand and no/100 Dollars ($500,000.00), the Purchase Price, on the terms set forth herein, the following described real estate, in Cook County, Illinois (the "Property"): A portion of Lot Three (3) in Elk Grove Section 3, being a Subdivision in Sections 28, 29 and 33, Township 41 North Range 11, East of the Third Principal Meridian, according to a plat thereof registered in the Office of the Registrar of Titles of Cook County, Illinois, on March 11, 1959, as Document Number 1848686, described as follows: 210' x 300' x 213' x 520' x 290' (irregular in shape, approximately 2.759 acres) PIN: 08-28-303-003-0000 (underlying) Address: 150 Lions Drive, Elk Grove Village, Illinois 60007 2. THE EVANGELICAL LUTHERAN CHURCH OF THE HOLY SPIRIT OF THE VILLAGE OF ELK GROVE, an Illinois Not-For-Profit Corporation, having its principal office located at 150 Lions Drive, Elk Grove Village, Illinois, 60007, (the "Seller"), agrees to sell the vacant real estate 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) installments not due at the date hereof of any special tax or assessment for improvements heretofore completed; and, (c) general taxes for the year 2013 and subsequent years including taxes which may accrue by reason of new or additional improvements during the year(s). The Property currently has an exempt status for property taxes. 3. Purchaser will deposit $5,000.00 with Chicago Title Insurance Company, as Escrowee, as earnest money concurrent with signing 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, at the time of Closing. Said earnest money shall be deposited in a Joint Order Escrow with Chicago Title Insurance Company for the mutual benefit of the Parties. Any cost of the Joint Order Escrow shall be divided equally between the Parties. 4. Closing shall be on December 1, 2013, or at such time 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 Contract have been satisfied or resolved as herein set forth. 5. Seller shall deliver possession to Purchaser at Closing except as otherwise provided in this Real Estate Sale Contract. 6. 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 or its contents. Seller shall not be required to pay or contribute toward any expense for cost of repair to the Property. 7. Seller agrees to furnish Purchaser with any existing ALTA survey or otherwise for the underlying property, and a legal description of the Property, within five (5) business days of acceptance by the Seller. 8. Purchaser shall bear the cost of a new or updated survey 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 survey, if any, as to which the title insurer commits to extend insurance. 9. If the title commitment or survey discloses either unpermitted exceptions or survey matters (herein referred to as "exceptions"), Seller shall have thirty (30) 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 Contract or may elect, upon notice to Seller within three (3) working days after the expiration of the ten-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) working days to agree to said deduction. If Seller does not agree to said deduction, Purchaser may elect to terminate this Contract, without further actions of the Parties. 10. Rents, utility charges, premiums under assignable insurance policies, general taxes, prorated at closing, and other similar items ("Costs") shall be prorated at 105% of the last ascertainable real estate tax bill, regardless of any change in real estate tax assessment (noting that the Property is currently exempt from real estate taxes for year 2012). 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. 2 11. The provisions of the Uniform Vendor and Purchaser Risk Act of the State of Illinois shall be applicable to this contract. 12. This sale shall 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 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. Only the cost of the New York Style Escrow shall be divided equally between Seller and Purchaser. All other escrow charges are to be paid by Purchaser. The Parties shall equally divide the cost of the extended coverage endorsement. All other endorsements, escrow charges, and title charges shall be paid by the Purchaser. 13. 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. 14. The Parties further covenant and agree as follows: A. The Purchaser's obligation to close and complete the purchase of the Property shall be contingent upon the completion of all of the Purchaser's due diligence, including but not limited to completion and compliance with all local and municipal planning and zoning hearings and procedures, and compliance with all related municipal restrictions and limitations of any type or kind. All of said matters are to be resolved not later than November 13, 2013, unless further extended by the Parties. B. In addition to the Purchaser's responsibility for title insurance and survey costs as set forth in this Contract, Purchaser shall also bear the administrative costs for subdividing the underlying parcel into two (2) new parcels, namely, the "Property" to be conveyed to the Purchaser, and the "Remainder" to be retained by the Seller. Seller agrees to fully cooperate with all municipal hearings and hearing procedures, including zoning, planning and subdivision hearings contemplated hereby. C. Purchaser intends to construct a new parking area along the northerly part of the Property comprised of approximately 53 parking spaces, and lying generally to the West of the existing driveway between the Property and the Remainder, and to construct an additional new parking area on a portion of the Remainder parcel lying easterly of the existing Church buildings, comprised of approximately 15 new parking spaces. At Closing, the Purchasers shall receive a credit in the amount of$13,720.00 for these new parking spaces. Purchaser has also agreed to have a portion of the Seller's existing parking area lying South of the Church removed, and then resodded, and the remaining portion of this parking lot will be re-sealed and re-striped. At Closing, the Purchaser shall receive an additional credit in the amount of $8,125.00, the estimated cost of resealing and restriping. Purchaser shall bear the cost of removing and re- sodding the affected portion of the existing parking lot. In addition, the Purchaser will work with 3 Seller on having the Purchaser's contractor resurface Seller's entire lot, at Seller's cost, while the contractor is onsite. D. The Parties agree to permit and grant cross-easements over the effected portion of the Property and the Remainder for the continued and further use of the aforesaid driveway which intersects with Lions Drive on the Northerly and also for their reciprocal future use of all parking spaces then constructed and existing on the Property and the Remainder. E. The Parties agree to complete appropriate traffic and parking signage for these areas by July 1, 2014, or sooner, and the Purchaser will install 4' pilasters along the existing driveway to separate the driving areas from the existing playground. 15, Seller does hereby represent to Purchaser as follows: A. 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. Purchaser specifically consents to the provisions of Exhibit A by signing this Real Estate Sale Contract. 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 otherwise disclosed in this Contract, by the Seller. 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 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. 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. 4 F. Seller is vested with all necessary legal authority to enter into this Contract; has full power, authority and legal right, and will have obtained 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. 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 Contract, 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 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 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. J. Except as otherwise provided in this Contract, 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. 5 L. There are no Contracts, 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. 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, 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): To Purchaser: George B. Knickerbocker Village Attorney Village of Elk Grove Village 901 Wellington Street Elk Grove Village, IL 60007 Tele: 847/357-4032 Fax No. 847/357-4044 With a copy to: William J. Payne Attorney at Law 1100 W. Northwest Hwy., #103 Mount Prospect, IL 60056 Tele.: 847-483-5027 Fax No: 847-483-5029 To Seller: Charles Henrici c/o Lutheran Church of the Holy Spirit 150 Lions Drive Elk Grove Village, IL 60007 With a copy to: Michael Govert Chair, Board of Trustees Evangelical Lutheran Church of the Holy Spirit of the Village of Elk Grove 150 Lions Drive Elk Grove Village, IL 60007 With a copy to: Joseph Maggio Countryside Office Park 1236 W. Northwest Highway Palatine, IL60067 Tele.: (847) 359-8313 Fax No: (847) 359-4680 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 6 transmission or sent by overnight courier shall be deemed effectively given on the date of such delivery. 18. 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. 19. 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. 20. Each Party hereto shall respectively pay the fees and charges of their attorneys and consultants. IN WITNESS WHEREOF, the Parties hereto have executed this Real Estates Sale Contract this /qa day of 2013, the "Contract Date". PURCHASER: SELLER: THE VILLA5X,0V ELK GROVE THE EVANGELICAL LUTHERAN VIL CHURCH OF THE HOLY SPIRIT By: By: Craig B. Johnson, Mayor Michael Govert, Its Chairman Board of Trustees ATTEST: �/ ATTEST: By: [ L � l [GJ By J ith M. Keegan, Vila ' Clerk Carol Minutillo, Its Secretary 7