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HomeMy WebLinkAboutRESOLUTION - 35-17 - 6/20/2017 - West Suburban Bank Contract - 426 E. Devon - Public Works Building RESOLUTION NO. 35-17 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A REAL ESTATE SALES CONTRACT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND WEST SUBURBAN BANK,AS TRUSTEE U/T/N 10875, DATED APRIL 2, 1999 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 SALES 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 20th day of June 2017. APPROVED this 201h day of June 2017. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Loretta M. Murphy,Village Clerk Execution Version REAL ESTATE SALE CONTRACT 1. THE VILLAGE OF ELK GROVE VILLAGE, an Illinois Corporation, having its principal office located at 901 Wellington Avenue, Elk Grove Village, Illinois, 60007, (the "Purchaser"),agrees to purchase at a price of Seven Hundred Ninety Thousand and no/100 Dollars ($790,000.00),the Purchase Price on the terms set forth herein,the following described real estate, in unincorporated Cook County, Illinois(the"Property"): LOT 23, (EXCEPT THE NORTH 210 FEET THEREOF), IN WILLIAM LUMPP'S DEVON AVENUE FARMS SUBDIVISION OF PART OF TPIE SOUTH 1/4 OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, (EXCEPT THE NORTH 210 FEET THEREOF) IN COOK COUNTY,ILLINOIS. (approximately 1_2 acres or 52,362.20 square feet) PIN; 08-33-401-032-0000 Address: 426 E. Devon Avenue,Elk Grove Village,Illinois 60007 2. WEST SU13U BAN RANK,As Trustee U/T/N 10875,Dated April 2, 1999,having its principal office located at 17W754 22nd Street, Oakbrook Terrace,Illinois, 60181,(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 its nominee title thereto by a recordable Trustee's 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;(e) general taxes for the year 2016 and subsequent years including taxes which may accrue by reason of new or additional improvements during the year(s)and(f)permitted exceptions set forth in Exhibit B. 3. Purchaser will pay $25,000-00 to Chicago Title Insurance Company, ("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 proration or conditions, as set forth herein, 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 Joiut Order Escrow shall be divided equally between the Parties. 4. (a) Closing shall be on July 7, 2017, or at such other date as mutually agreed and is practicable 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. However, and in all events, each parties' obligation to close and complete the purchase of the Property shall be expressly conditioned and contingent upon the contemporaneously closing on the :real estate legally described in Exhibit 'A' attached hereto. Neither party shall have the obligation to complete the purchase of the Property pursuant to this Contract until said contingency is completed or otherwise waived. (b) While Seller agrees to deliver possession of the subject Property to Purchaser at Closing, Purchaser shall allow Seller to occupy the Property rent free until the close of business on September 7,2017 for the wind down of Seller's business and the activity related thereto, as a transition period. During the transition period between Closing and September 7, 2017, Seller shall maintain full liability insurance coverage, workers compensation coverage, and otherwise hold the Purchaser, the Village of Elk Grove and it officers and employees, harmless from any liability for damages that may result from Seller's utilizing the Property during the transition phase. 5. Seller shall deliver possession to Purchaser at Closing except as otherwise provided in this Real Estate Sale Contract(the "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(s),land, or any contents located on the Property. Seller shall not be required to pay or contribute toward any expense for cost of repair to the Property unless otherwise agreed as a part of the Purchaser's due diligence. 7. Seller agrees to furnish Purchaser with any existing ALTA survey or otherwise for the Property within fifteen(15)days of acceptance of this Contract by the Seller. 8. Purchaser shall order at Seller's expense not to exceed$2,500 and not less than thirty (30) days prior to the time of Closing, a current ALTA survey dated alter the Seller's acceptance date of this Contract. Seller shall order 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 in Exhibit E; 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). Purchaser at its sole discretion shall select the land surveyor and shall pay the fees for the laird surveyor in excess of$2,500. 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 Rimish 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. Any additional endorsement required by the Purchaser shall be paid for by the Purchaser. 9. If the title comriU,tment or survey discloses either unpermitted exceptions or survey matters (herein referred to as"exceptions'%Seller shall have tern(10)days from the date of delivery thereof to have the exceptions removed from the oon=itment 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 the event the title insurer commits to insure, the time of Closing shall be five (5)days atter delivery of the commitment. If Seller fails to have the exceptions reproved or correct any survey defects, or in the alternative, to obtain the commitineat for title insurance specified 2 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. General taxes, prorated at Closing, and other similar items ("Costs") shall be escrowed at 105% of the last ascertainable real estate tax bill, regardless of any change in real estate tax assessment. At the closing, the Purchaser and Seller shall enter into a reproration agreement to true up the final tax obligations upon the issuance of the 2017 final tax bill,which is to be issued in approximately August of 2018. 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. Taxes should be finalized upon the completion of the obligation contained in the reproration agreement. 11. The provisions of the Uniform Vendor and Purchaser Risk Act of the State of Illinois shall be applicable to this Contract. Seller 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 then Purchaser may not terminate this Contract, in which case if such casualty is caused by the Seller or Seller's agents, Seller shall owe to the Purchaser,payable at closing,the lesser of (i)the cost of the cleanup from such fire; or(ii) the proceeds from.the Seller's insurance claim for such loss,unless Purchaser's acts or omissions related to such loss or action violate its obligations under this Contract, including the representations and warranties or the covenants and agreements set forth in this Contract, in which case Purchaser shall still be under an obligation to close and not receive any of the proceeds from said insurance. 12. 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 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. All costs of the New York Style Escrow and closing Escrow shall be divided equally between Seller and Purchaser. The Parties shall equally divide the cost of the extended coverage endorsement. Title charges relating to the Owner's Policy shall be paid by the Seller, and the cost of recording the Trustee's Deed and other Purchaser related 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. Purchaser shall have full access, including all existing structures and buildings, to the subject Property,for purpose$of soil boring and testing, surveying,engineering, examination and 3 planning, and from and after the execution of this Contract in order to conduct a Phase I Environmental Site Assessment("Phase P') which shall be paid for equally by the Parties. Such Phase I shall be conducted and concluded by June 30,2017 or at such later date as mutually agreed upon by the Parties or as otherwise practicable. If the Phase I reveals environmental concerns that necessitate a Phase II assessment, Purchaser shall share such concerns with Seller. Purchaser, at its sole discretion,may order and pay for said Phase Il or give notice of termination ofthe Contract. if Purchaser proceeds with the Phase 11 assessment,Purchaser shall have full access to the subject Property for purposes of soil testing, surveying,engineering,examination and planning, and from and after the execution of this Contract in order to conduct Phase II Environmental Site Assessment ("Phase II"). Purchaser shall have until June 30,2017 or such later date as mutually agreed upon by the parties or as otherwise practicable considering the timing and receipt of prior due diligence requirements, to complete said Phase II assessment. If the Phase II indicates no environmental concerns,this contingency shall be satisfied. If the Phase II raises additional concerns either Party may terminate this Contract. 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 including but not limited to filling and repairing soil borings. If Purchaser determines, in its 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 Contract. As an alternative to contract termination with respect to environmental concerns related to the Phase I or Phase Il Assessments, the Parties may elect to negotiate a monetary settlement or other resolution and the contract shall otherwise remain in full force and effect. 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 Contract. 15. Seller does hereby represent to Purchaser as follows: A. As of July 7, 2017, there will be no leases, occupancy agreements, management agreements,or maintenance agreements relating to the subject Property that will effect any of the terms or conditions of this contract,and Seller agrees not to enter into any such agreern.ents relating to the subject Property without the written consent of Purchaser. Seller will take all actions necessary to terminate said Lease(s)and Agreement(s)prior to the closing of the Property. B. To the best of Seller's actual knowledge,other than the actions of the Purchaser that resulted in this Contract, there are no other proceedings presenting, pending or threatened for the taping 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 Contract. 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 4 deposited over, beneath or on the subject property from any source whatsoever,mor has any pant 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) petroleurn, (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 sect.,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 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 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 tbreatened 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: 5 (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 bilis 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, whether written or oral, affecting the use, maintenance and operation of the subject Property which survive the Closing that cannot be canceled with thirty (34)days notice. 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. Purchaser represents and warrants that it has not utilized a broker in connection to this transaction. Seller agrees to indemnify and hold Purchaser 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 funder in connection with this transaction and this Contract. 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): 6 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 gkniclfezrbocker@elkgrove.org With,a copy to: William I Payne Attorney at Law 1100 W.Northwest Hwy., #103 Mount Prospect,IL 60056 Tele.: 847/483-5027 Fax No: 847/483-5029 Williamjpay=7@aol.com With a copy to: Matthew I Roan. Deputy Village Manager 901 Wellington.Ave. Elk Grove Village,IL 60007 Tele.: 847/357-4004 Fax No: 847/357-4022 nuoqn@.elkgrove.org Seller: Donald D. Evans c/o Elly Grove TV Audio Service 426 E. Devon.Avenue Elk Grove Village,IL 60007 Tele: 847/437-1212 With a copy to: Kerry M.Lavelle Attorney at Law 1933 N. Meacham Ind.,#600 Schaumburg,IL, 60173 Tele: 847/705-7555 klavelle&u lavellelaw.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 facsimile transmission or sent by overnight courier shall be deemed effectively given on the date of such delivery. 7 IS. 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. However,if any portion of this Contract is invalid or unenforceable against any Party under certain circumstances,then this Contract will be deemed to be amended by deleting such provisions. This Contract will be enforceable, as amended,to the fullest extent allowed by law as long as the amendment does not result im a failure of consideration. 19. Defaults and remedies: A. Purchaser's Default. if Purchase (i) fails to perform in accordance with the terms of this Agreement,and such default is not cured within ten(10) 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 tatat 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 Contract 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 Contract; (b) specifically enforce the terms and conditions of this Contract, or (c) exercise any other night 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 Coxztract,the defaulting party shall pay all reasonable attorneys' fees and expenses of the non-defaulting party imurred in ay litigation or negotiation undertaken to enforce any of the obligations of the defaulting parry under this Contract, or in any litigation or negotiation in which the nondefaulting party shall,without its fault, become involved through or on account of this Contract. 20. The Seller shall reconfirm all representations and warranties set forth in this Contract as true, accurate, and complete ott and as of the Closing Date. 21. Seller's representations and warranties shall not survive after July 7, 2017. Seller shall indemnify, hold harmless, and defend Purchaser and 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 8