HomeMy WebLinkAboutRESOLUTION - 40-17 - 7/18/2017 - Real Estate contract 700 Fargo RESOLUTION NO. 40-17
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE A REAL ESTATE SALES CONTRACT BETWEEN THE VILLAGE OF ELK
GROVE VILLAGE AND 700 FARGO LLC
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 18th day of July 2017.
APPROVED this 18th day of July 2017.
APPROVED:
Mayor Craig B. Johnson
Village of Elk Grove Village
ATTEST:
Loretta M. Murphy,Village Clerk
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 Three Million Two Hundred Thousand and
no/100 Dollars ($3,200,000.00), the Purchase Price on the terms set forth herein, the following
described real estate, in Cook County, Illinois (the"Property"):
LOT 308 IN CENTEX INDUSTRIAL PARK UNIT 184 BEING A SUBDIVISION OF
THE SOUTHWEST '/4 OF SECTION 27, TOWNSHIP 41 NORTH, RANGE 11, EAST
OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
(approximately acres or 134,621 square feet)
PIN: 08-27-300-023-0000
Address: 700 Fargo Avenue, Elk Grove Village, Illinois 60007
2. 700 FARGO LLC, an Illinois Limited Liability Company, having its principal office
located at 700 Fargo Avenue, Elk Grove Village, Illinois, 60007, (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 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 2017 and subsequent years including
taxes which may accrue by reason of new or additional improvements during the year 2017.
3. Purchaser will pay $75,000.00 to Attorneys' Title Guaranty Fund, 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 Strict Joint Order Escrow with
Attorneys' Title Guaranty Fund for the mutual benefit of the Parties. Any cost of the Strict Joint
Order Escrow shall be divided equally between the Parties.
4. Closing shall be on August 11, 2017, or at such time as mutually agreed by the Parties in
writing, at the Arlington Heights Office of Attorneys' Title Guaranty Fund, 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 of the Property to the Purchaser not later than October 31,
2017, and Seller shall post a possession escrow at Closing, to be held by the Purchaser's attorney
William J. Payne, Esq. in the amount of $75,000.00, pursuant to a written post-closing
possession escrow agreement. Said agreement shall include payment(s) from the escrow to the
Purchaser in the amount of $2,000.00 for each day the Seller remains in possession of the
Property beginning at the expiration of the post-closing possession period. Additionally at
Closing, Seller shall pay Purchaser use and occupancy at the rate of$500.00 per day beginning
on the day after Closing through October 31, 2017, unless extended by agreement of the parties
as further detailed in the post-closing possession agreement between the parties. During the
post-closing possession period, the Village shall have reasonable access to the Property.
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) 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 contingency
7. Seller agrees to furnish Purchaser with any existing ALTA survey or otherwise for the
Property within five (5) business days of acceptance of this Contract by the Seller.
8. Seller shall deliver or cause to be delivered to Purchaser or Purchaser's attorney, at
Seller's expense and not less than fifteen (15) days prior to the time of Closing, a current ALTA
survey dated after the Seller's acceptance date of this Contract, and a title commitment for an
owner's extended title insurance policy issued by Attorneys' Title Guaranty Fund 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.
9. 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 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
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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 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.
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 or any condemnation action is filed, then Purchaser may terminate this Contract, 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 Contract,
including the representations and warranties or the covenants and agreements set forth in this
Contract, in which case Purchaser may pursue any such remedy at law or equity.
12. Upon mutual agreement by the Purchaser and Seller, this sale may be closed through an
escrow with Attorneys' Title Guaranty Fund, in accordance with the general provisions of the
usual form of Deed and Money Escrow Agreement then in use by Attorneys' Title Guaranty
Fund, 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 Seller. 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 Seller, with the exception of the cost of recording the Warranty Deed which 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 reasonable access to the subject Property, for purposes of soil
testing, surveying, engineering, examination and planning, from and after the execution of this
Contract in order to conduct a Phase I Environmental Site Assessment("Phase I")which shall be
paid for equally by the Parties. Such Phase I shall be conducted and concluded by July 10, 2017.
If the Phase I reveals environmental concerns that necessitate a Phase 11 assessment, Purchaser
shall share such concerns with Seller. With the expressed consent of the Seller, the Purchaser
may order and pay for said Phase II, or the Purchaser may then give notice of termination of the
Contract with a full refund of all earnest money previously deposited into the Strict Joint Order
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Escrow. If Purchaser proceeds with the Phase II assessment, Purchaser shall have until August
4, 2017, to complete said Phase II assessment. If the Phase Il indicates no environmental
concerns, this contingency shall be satisfied. If the Phase 11 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. 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.
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. 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 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 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
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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 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 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.
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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.
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 (30) 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. 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 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):
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
gknickerbocker@elkgrove.org
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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
williamjpayne7@aol.com
Seller: Timothy A. Hoffman
c/o Continental Bindery
700 Fargo Avenue
Elk Grove Village, IL 60007
Tele: 847/439-6811
Fax No.:
Email: thoffmangcontinentalbindery.com
With a copy to: George S. Bellas
Jasmina de la Torre
Bellas & Wachowski
15 N Northwest Hwy
Park Ridge, IL 60068
Phone: 847/823-9030
Fax: 847/823-9393
gPorgeg,bellas-wachowski.com
jasmina @ bellas-wachowski.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.
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. 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 doe not
result in a failure of consideration.
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19. Defaults and remedies:
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 (10) days from the date for
Purchaser's receipt of 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 Purchaser 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
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 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 Contract, 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
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 on and as of the Closing Date.
21. 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.
22. The Parties shall execute all documents and take all other actions consistent with this
Contract 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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23. 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.
24. Each Party hereto shall respectively pay the fees and charges of their attorneys and
consultants.
25. The Parties acknowledge that the obligations of this Contract will not be binding on the
Purchaser until formal Village Board action has been taken by its Corporate Authorities.
Purchaser shall present this Agreement to the Village Board for its review, consideration and
approval at the July 18, 2417 board meeting. In the event that the Purchaser fails to obtain
Village Board approval on July 18, 2017, this Agreement may be canceled by the Seller by
written notice to Purchaser.
IN WITNESS WHEREOF, the Parties hereto have executed this Real Estate Sale
Contract this day of ; 2017,the"Contract Date".
PURCHASER: SELLER:
THE VILLAGE ELK GROVE VILLAGE, 700 FARGO,LLC
an Illinois lieip Corporation An Illinois Limited Liability Company
Crai B. Johnson, Mayor Y.
Timothy A. Ffoffi ia��,a s IyJe7rZ er
ATTEST:
By:
Lor-ie Murphy, Npag6 Cler
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