HomeMy WebLinkAboutRESOLUTION - 25-19 - 4/23/2019 - Real Estate Contract CH Global HoldingRESOLUTION NO.25-19
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE A REAL ESTATE SALE CONTRACT BETWEEN THE VILLAGE OF ELK
GROVE VILLAGE AND CH GLOBAL HOLDING LLC (1655 GREENLEAF AVENUE)
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 23rd day of April 2019.
APPROVED this 23rd day of April 2019.
APPROVED:
Mayor Craig B. Johnson
Village of Elk Grove Village
ATTEST:
Loretta M. Murphy, Village Clerk
REAL ESTATE SALE CONTRACT
1. CH GLOBAL HOLDING LLC, an Illinois Limited Liability Company, having its
principal office located at 1260 N. Ellis Street, Bensenville, Illinois, 60106, (the "Purchaser"),
agrees to purchase at a price of Four Hundred Seven Thousand and no/100 ($407,000.00) Dollars,
the Purchase Price on the terms set forth herein, the following described real estate, in Cook
County, Illinois (the "Property"):
LOT 346, EXCEPT THE SOUTH 10 FEET, IN CENTEX INDUSTRIAL PARK UNIT 212,
BEING A SUBDIVISION IN THE NORTH 1/2 OF SECTION 34, TOWNSHIP 41 NORTH,
RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE
PLAT THEREOF RECORDED SEPTEMBER 2, 1977 AS DOCUMENT NUMBER
24089602, IN COOK COUNTY, ILLINOIS.
PIN: 08-34-203-036-0000
Address: 1655 Greenleaf Avenue, Elk Grove Village, Illinois 60007-5526
2. THE VILLAGE OF ELK GROVE VILLAGE, an Illinois Municipal Limited Liability
Company, having its principal office located at 901 Wellington Avenue, Elk Grove Village,
Illinois, 60007, (the "Seller"), agrees to sell the real estate and the building/improvements thereon
described above, and further described in the survey attached as Exhibit A and fixtures and
equipment described in the list of equipment and fixtures attached as Exhibit B, collectively 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) 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 2019 and subsequent years
including taxes which may accrue by reason of new or additional improvements during the year(s).
3. Purchaser has paid $10,000.00 to 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 June 26, 2019, 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 of the Property in broom clean condition free of any
tenancies, debris trash, and personal property not included in this transaction, 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 a new plat of survey dated not more than ninety
(90) days prior to the date of Closing. The new survey shall not be an ALTA survey.
8. Seller shall deliver or cause to be delivered to Purchaser or Purchaser's agent, not less than
thirty (30) days prior to the time of Closing, any existing survey(s) 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 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 fails to correct any survey defects,
or in the alternative, fails to obtain the commitment for title insurance specified above with such
exceptions or survey defects removed within the specified time, Purchaser may then 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 five (5) business
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, and other similar
items, ("costs"), if any, shall be prorated at the time of Closing. Real Estates taxes shall be pro-
rated 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 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. All
prorations are final unless otherwise provided herein.
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11. The provisions of the Uniform Vendor and Purchaser Risk Act of the State of Illinois shall
be applicable to this Contract. However, Seller shall not be required to provide fire insurance
coverage for the structure located on the Property pending Closing as set forth herein.
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. 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. Seller shall pay the cost of the Owner's Title insurance for
the purchase price vesting title in the name of the Purchaser. The Parties shall equally divide the
cost of the extended coverage endorsement. All other endorsements, escrow charges, and other
title charges customarily paid by Purchaser 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,
solely by the Purchaser. Such Phase I shall be conducted and concluded by May 1, 2019. If the
Phase I reveals environmental concerns that necessitate a Phase 1I assessment, Purchaser shall
share such concerns with Seller. With the express consent of the Seller, Purchaser may order and
pay for said Phase II or give notice of termination of the Contract. If Purchaser proceeds with the
Phase II assessment, Purchaser shall have until June 3, 2019, 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. 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.
Further Purchaser shall have until June 3, 2019 to complete all of its due diligence, including but
not limited to all licensing, local permit, zoning, occupancy, and any other restrictions limitations
of any type or kind. After June 3, 2019 all of said matters are deemed waived.
15. Seller does hereby represent to Purchaser, which representations survive closing for a term
of one year after closing, as follows:
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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 presently,
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.
However, pursuant to Paragraph 14 of this Contract, Purchaser and its lender shall
satisfy itself and themselves as to all environmental assessment matters, and Purchaser
specifically holds the Seller harmless thereon.
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. Subject to the written approval by the Village Board of the Village of Elk Grove
Village, 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.
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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.
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.
M. That the current municipal zoning of the property allows
industrial/warehouse/office use and that the consummation of the transaction contemplated by this
Agreement shall not alter the current zoning, permits and or approvals of the Village of Elk Grove.
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.
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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):
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
gknickerbockergelk ogr ve.org
Matthew J. Roan
Deputy Village Manager
Village of Elk Grove Village
901 Wellington Street
Elk Grove Village, IL 60007
Tele: 847/357-4004
Fax No. 847/357-4022
mroan@elkp-rove.org
ve.org
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
williamj payne7 (a,aol. com
CH Global Holding LLC
1260 N. Ellis St
Bensenville, IL 60106
Attention: Kevin Cho
Tele: 630/616-1600
Fax No.: 630/619-1900
With a copy to: Richard Kim,
Law Offices of CK & Associates, LLC
8930 Waukegan Rd., Ste. 210
Morton Grove, IL 60053
Attn: Richard Kim and Su Kim
Tele: 224-251-8666
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Email: richk.cklawAgmail.com and
Sukim.cklaw@gmail.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. Seller agrees to pay only Lee & Associates of Rosemont, Illinois, a brokerage commission
not to exceed two and one-half (2.5%) Percent of the Purchase Price, upon the successful closing
and completion of the transaction contemplated by this Contact at the time of Closing.
19. The Parties agree to discuss 613 tax classification status for the Property.
20. 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.
21. 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.
22. 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 d Srhday of /r ; 1 , 2019, the "Contract Date".
SELLER:
THE VILLAGE OF ELK GROVE VILLAGE
Craig B. Johnson, Mayor
ATTEST:
Loretta M. Murphy, Village Clerk
PURCHASER:
CH GLOBAL HOLDING LLC.
By: (L��
Kevin gKo, Member
ATTEST:
By
Kevindo, Member
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04-04-2019
EXHIBIT "A"
SURVEY
EXHIBIT "B"
Lists of Equipment and Fixtures;
All kitchen appliances (stove, microwave, 3 fridges, coffee maker);
Utensils;
TV;
Lazy Boys;
Tables and chairs;
Copy machine;
Washer and dryer;
Ice machine;
Tool box;
Shelving systems, etc.
The following Items shall eb excluded from the transaction;
• Fitness equipment
Dispatching radios and speakers out of the ceiling for the 9-11 dispatching system
1 Plymovent track and hose (4 Plymovent tracks and hoses are remaining)
• All the phones and computers (all desks stay)
Beds