HomeMy WebLinkAboutRESOLUTION - 42-05 - 7/19/2005 - REAL ESTATE PURCHASE & SALE AGRMTRESOLUTION NO. 42-05
A RESOLUTION AUTHORIZING THE VILLAGE ATTORNEY TO EXECUTE A
REAL ESTATE PURCHASE AND SALE AGREEMENT BETWEEN THE VILLAGE
OF ELK GROVE VILLAGE AND VIRGINIA CANGIALOSI (1099 CHELTENHAM
ROAD, ELK GROVE VILLAGE ILLINOIS)
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 and Village Clerk be and are hereby authorized to sign the
attached documents marked:
REAL ESTATE PURCHASE AND SALE AGREEMENT
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 19th day of July 2005.
APPROVED this 19thday of July 2005.
APPROVED:
Mayor Craig B. Johnson
Village of Elk Grove Village
ATTEST:
Ann I. Walsh, Village Clerk
RESRealEstatePurchaseAgreement2005.doe
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STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
SEAL ESTATE PURCHASE AND SALE AGREEMENT
This AGREEMENT ("Agreement") is made this 12`' day July, 2005 between THE
VILLAGE OF ELK GROVE VILLAGE, a Municipal Corporation of the Counties of
Cook and Dupage, State of Illinois ("Seller" and Virginia Cangialosi (Purchaser").
RECITALS
A) WHEREAS, the Seller has heretofore initiated the process to divest itself of
ownership in the Real Estate subject hereto by the Seller utilizing its statutory authority to
vacate a right-of-way pursuant to Section 11-91-1 of the Illinois Revised Statutes, (65
ILCS 5/11-91-1,2004); and
B) WHEREAS, Purchaser is an abutting property owner and as such and pursuant to
said Section 11-91-1 is eligible to negotiate with the Village for the purchase of the
vacated right-of-way; and
C) WHEREAS, Seller and Purchaser have negotiated the terms and provisions
applicable to the sale and purchase of a vacant parcel of land having dimensions of
D) 60.00 x 150.00 and containing .20+/- acres, more or less, commonly known as or
to be known as 1099 Cheltenham Road, Elk Grove Village, Illinois 60007 depicted
and legally described on the attached Exhibit A; and
D) WHEREAS, Seller, through George B. Knickerbocker, its Village Attorney, is the
Village's designated agent for purposes of execution of this Agreement; and
E) WHEREAS, Seller desires to sell, and Purchaser desires to buy, the real estate
hereafter described, at the price and on the terms and conditions hereinafter set forth.
WITNESSETH
. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and other good and valuable consideration, the receipt and sufficiency of which are
hcreby.mutuallyacknowledged by Seller and Purchaser, itis :agreed by and between he
parties as follows;
1. Purchase and Sale — Purchase Price. Seller agrees to sell, and Purchaser
agrees to purchase, on the terms and provisions set forth herein, the real estate
depicted and legally described on the attached Exhibit A. The property is a
vacant parcel of the vacated Gateshead South right-of-way, with its East
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boundary bordering and adjacent to the right-of-way of Cheltenham Road, and
its West boundary adjacent to the Beisner Road right-of-way, in Elk Grove
Village, Illinois (the "Property"), which has approximate lot dimensions as
depicted on Exhibit A, and the aforesaid Property is sold and purchased in its
present "as is" vacant, unimproved condition, for a Purchase Price of Fifty -
Five Thousand and no/100 Dollars (555,000.00) ("Purchase Price"),
subject and according to the terms and conditions set forth in this Agreement.
2. Payment of Purchase Price
The Purchase Price shall be payable to the Seller at the closing hereinafter
scheduled.
3. Title/Conveyance
Permitted Title l✓xceptions. Seller agrees to convey free and clear title to the
Property to Purchaser by recordable Warranty Deed (or Trustee's Deed if title
to the Property is held by a Trustee), as of the Closing, with said Deed to be
subject only to the following listed title exceptions ("Permitted Title
Exceptions'):
(A) General real estate taxes for the years 2004 and 2005 and subsequent years;
and
(B) Acts of Purchaser; and
(C) Covenants, conditions and restrictions of record; public easements; special
Governmental taxes or assessments, if any; and
(D) Liens of record caused by Seller, which liens shall be released via the
Closing; and
(E) Zoning and building laws and ordinances.
Seller has five (5) days from the date of the issuance of the Title
Commitment to terminate this Agreement if any easements are not adjacent
to lot linos or, if there is a restriction that prevents the Property to be used for
residential purposes.
A. Evidence of Title
(a) Title Commitment. Seller, shall deliver, or cause to be delivered to
Purchaser, within ten (10) business days after the date of this Agreement,
a Title Commitment for an Owner's Title Insurance Policy with extended
coverage issued by Chicago Title Insurance Company, ("the Title
Insurer") in the amount of the Purchase. Price, title to the Property on or
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after the date hereof, showing title to the Property in the Seller, subject
only to the foregoing Permitted Title Exceptions. The Title Commitment
shall be conclusive evidence of good title as therein shown as to all
matters to be insured by the policy, subject only to the exceptions as
therein stated. Seller will obtain Seller's attorney approval on the cost of
the title commitment. The Parties agree that the Seller bear the cost of
the Owner's title policy.
(b) Unnermittcd Title Exceptions. If the Title commitment, discloses either
unpermitted exceptions or the survey shows boundary overlaps, or
encroachments, ("Title Defects') Seller shall have thirty-five (35) days
from the date of delivery thereof to have the exceptions removed from the
Commitment or to correct such Title Defects or to have the Title Insurer
commit to insure against loss or damage that may be occasioned by such
exceptions or Title Defects and, in such event, the time of Closing shall
by thirty-five (35) days after delivery of the Commitment, or the Closing
Date as specified in paragraph 6, whichever is later. If Seller fails to have
the exceptions removed, or correct any Title Defects, or in the alternative,
to obtain for the Commitment for Title Insurance specified above waivers
as to such exceptions, within the specified time, Seller may terminate this
Agreement or may elect, upon notice to Seller within ten (10) days after
the expiration of the Thirty-five (35) day period, to take title as it then is
with the right to deduct from the Purchase Price liens or encumbrances of
a definite or ascertainable amount. If Seller does not so elect, this
Agreement shall become null and void without further action of the
parties.
5. SVrve
(a) Seller agrees to make its best efforts to furnish to Purchaser, within thirty
(30) days (but in no event more than sixty (60) days) from the date of this
Agreement, a survey for the Property which meets ALTA Minimum
Standard Detail Requirements for Land Title Surveys per latest date
ALTA/ACSM Standards ("the Surve)i"). The Seller will provide the
Survey at its own cost.
The Survey shall be certified, by the licensed surveyor, or Civil Engineer,
preparing the Survey, to Seller, Seller, and the Title Company, as follows:
(i) to be in compliance with the specified ALTA/ASCM minimum
standards for land title surveys; (ii,) show the boundary lines of the
Property; and the length of each boundary line; (iii.) show the location and
course of all visible and recorded casements and rights of way; (iv.) show
access from the Property to public rights of way; (v.) show any utilities,
including water, sanitary sewer, storm sewer, and gas lines to the point of
connection with the public system, if any such connection exists, or else
access to such systems, if any, from the Property; and (vi.) certify the
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number of square feet and portions thereof lying with the boundary lines
of the Property.
(b) If the legal description of the Property, as set forth on the Survey, varies
from the legal description set forth on Exhibit A the legal description
from the Survey shall prevail and shall be used by the Seller for the Deed,
and by the Title Insurer for the Title Commitment.
6. Escrow Closing and Prorations
The closing on this transaction shall be on or before August 1, 2005, at the
offices of the Chicago Title Insurance at 1700 S. Elmhurst Road, Mount Prospect, Illinois,
as agreed to by the attorneys for Seller and Purchaser, or at such earlier, or later date, as
agreed upon in writing by the Seller and Purchaser, or by their attorneys, provided all
conditions hereof have been fulfilled, and this Agreement has not been terminated pursuant
to either Parties' default, or by Seller pursuant to the provisions hereof.
(a) Closing - This transaction shall be closed through an Escrow with the
Title insurer, in accordance with the general provisions of the usual form
of deed and money escrow agreement then in use by the Title Insurer, with
such special provisions inserted in the Escrow Agreement as may be
required to conform with this Agreement. On the creation of such escrow,
anything herein to the contrary notwithstanding, payment of the Purchase
Price and delivery of Deed shall be made through the Escrow and this
Agreement and the Earnest Money shall be deposited in the Escrow. The
cost of the Escrow shall be paid by the Seller.
(b) Real Estate Taxes — Real Estate Taxes for the Property shall be paid by
the Seller.
7. Vikcation/Sale to Centex Homes. Inc. —Seller represents that it has properly
caused the vacation of the Property as provided by statute, and holds the Purchaser
harmless thereon. Tho Seller's obligation to close is further conditioned upon the
Purchaser fulfilling his/her obligation to assign its interest in this Purchase Agreement to
Alexian Brothers Medical Center (ABMC) pursuant to an agreement to assign in
substantial conformance to the assignment agreement attached hereto as Exhibit B.
Purchaser's obligations in this contract are subject to and conditioned upon Purchaser's
assignment of this agreement to Alexian Brothers Medical Center or a mutually agreed
upon alternate Assignee.
8. Broker's Commission
(a) Seller represents that Seller has not contacted any broker and has not
engaged a real estate broker in the connection with the execution of this
Agreement, or in connection with the acquisition of the Property. Seller
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represents that, as a consequence of Seller's execution of this Agreement,
and as a consequence of the intended Sale, no broker shall be entitled to a
commission at the Closing, or otherwise, as a consequence of Seller's
actions.
(b) Purchaser represents that Purchaser has not contacted any broker and has
not engaged a real estate broker in the connection with the execution of
this Agreement, or in connection with the purchase of the Property.
Purchaser represents that, as a consequence of Purchaser's execution of
this Agreement, and as a consequence of the intended purchase, no broker
shall be entitled to a commission at the Closing, or otherwise, as a
consequence of Purchaser's actions.
9. Closing Deliveries
(a) At the Closing, Seller shall deliver or cause to be delivered to Purchaser,
through the escrow each of the following:
(i.) The Deed to the Property provided for in Paragraph 3 hereof;
(ii.) An Affidavit of Title to Seller, and an ALTA Statement to
Seller and to the Title Insurer, certifying that thee are no
tenants or Attorney of the Property and that Seller has not
performed any work on the Property or ordered any materials
therefore which would give rise to a mechanic's lien against
the Property;
(iii.) Such other documents and instruments as may be specifically
required any other provision of this Agreement or as may
reasonably be required to carry out the terms and intent of this
Agreement.
(b) At the Closing, Purchaser shall deliver or cause to be delivered to Seller,
through the escrow each of the following:
The Net Purchase Price due to Seller per the Closing Statement
as approved by the Seller's and Purchaser's attorneys, which
Closing Statement will contain all proration for recording
releases of Seller's liens, and other credits to Purchaser for the
payment of Seller's Closing expenses, if any, which are to be
paid via the Closing; and
(iii.) Such other documents and instruments as maybe specifically
required by any other provision of this Agreement or as may
reasonably be required to carry out the terms and intent of this
Agreement.
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10. Expenses - At the Closing the expenses shall be paid as follows:
(a) All escrow fees, all Title charges for an Owner's Policy and all other
Seller's closing costs, charges and expenses, shall be borne and paid
by Seller. Seller represents that the conveyance provided for herein is
an Exempt transaction pursuant to 35ILCS 200/31-45 (B) (i), and that
no Teal estate transfer taxes shall be payable to the State of Illinois, the
County of Cook, or the Seller as a consequence of this conveyance.
Seller shall provide Seller's Exempt Stamp for the Deed, and the
Application therefore, at the Closing.
(b) The charges for recording fees for the Deed, shall be paid by Seller.
(c) Seller shall pay any recording charges for release documentation or
title clearance matters caused by Sellers liens or Seller's Title
Defects.
11. Miscellaneous Provisions
(a) This Agreement constitutes the entire agreement and understanding
of the parties with respect to the subject matter hereof, and
supersedes any prior or contemporaneous written or oral
agreements, undertakings, promises, representations, warranties or
covenants not contained herein, all of which prior agreements are
hereby terminated and of no force or effect.
(b) This Agreement may be, amended only by a writing executed by
both Seller and Purchaser.
(c) Except as provided in Paragraph 7, this Agreement may not be
assigned by Purchaser or Seller, nor shall Purchaser assign its
interest in this Agreement or the net proceeds, unless Purchaser
utilized such assignments in connection with a Like -Kind
Exchange pursuant to Sections 1031 of the Internal Revenue
Service Code.
(d) No waiver of any provision or condition of this Agreement by
either party shall be valid unless in writing signed by such party.
No such waiver shall be taken as a waiver of any other or similar
provision or of any future event, act, or default.
(e) In the computation of any period of time provided for in this
Agreement or by law, the day of the act or event from which said
period of time runs shall be excluded, and the last day of such
period shall be included, unless it is a Saturday, Sunday, or legal
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holiday, in which case the period shall be deemed to run until the
end of the next day which is not a Saturday, Sunday, or legal
holiday.
(f) In the event that any provision of this Agreement shall be
unenforceable in whole or in part, such provision shall be limited
to the extent necessary to render the same valid or shall be
excised from this Agreement, as circumstances require, and this
Agreement shall be construed as if said provision had been
incorporated herein as so limited, or as if said provision had not
been included herein, as the case may be.
(g) Headings of paragraphs are for convenience of reference only, and
shall not be construed as a part of this Agreement.
(h) This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto, and their respective lawful successors.
(i) Whenever a written notice is required or permitted pursuant to
this Agreement notice shall be delivered pursuant to this clause,
with telecopy facsimile sent to the indicated telecopy numbers
when notice is delivered to the courier, or deposited for delivery by
the U.S. Postal Service. All notices required or desired to be given
hereunder shall be deemed given if and when delivered personally,
or on the day of being deposited with a national overnight courier
service, or on the day of being deposited in the Untied States
certified or registered mail, return receipt requested, postage
prepaid, addressed to a party at its address set forth below, or such
other address as the party to receive such notice may have
designated to all other parties by notice in accordance herewith:
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0009/011
If to Seller: The Village of Elk Grove Village
901 Wellington Avenue
Elk Grove Village, IL 60007
(Telephone: 847/357-4032)
(Fax: 847/357-4044)
Attention: George B. Knickerbocker, 'Village Attorney
With a copy to: William J. Payne
Samelson & Payne
1300 Jefferson St., Suite ##105
Des Plaines, IL 60016
(Telephone: 847/827-5117)
(Fax: 847/827-0075)
If to Purchaser:
(Telephone: )
(Fax: )
With a copy to: Cheryl L. Axley, Attorney
121 S. Emerson Street
Mt. Prospect, IL 60056
(Telephone: 847/506-0909)
(Fax: 847/506-3585)
0) Time is of the essence of this Agreement.
(k) Seller shall have the license of access to mow the grass and ground
cover on the Property, at Seller's sole cost, to the date of Closing,
or the date of termination of this Agreement, whichever occurs first.
07/11/2005 MON 14:58 PAX
SELLER;
VILLAGE OF ELK GROVE VILLAGE,
A Municipal Corporation of the Counties
Of Cook and DuPage, State of Illinois
By;
Its: G rge D. Knickerbocker. Village Attorney
Datc: �o� ,2005.
Date: .2005.
(ino10/011
EXHIBIT A
REAL ESTATE PURCHASE AND SALE AGREEMENT
ELK GROVE VILLAGE ILLINOIS 60007
LEGAL DESCRIPTION OF PROPERTY:
That part of Gateshead South lying South of and adjoining the South Line
of Lot 4662 and lying North of and adjoining the North line of Lot 4661
and lying West of a line drawn from the Southeast corner of Lot 4662 to
the Northeast corner of Lot 4661 in Elk Grove Village Section 15 being a
Subdivision in Section 32, Township 41 North, Range 11, East of the third
Principal Meridian, in Cook County, Illinois
Also:
That part of the East 30.0 feet of Beisner Road (formerly identified as
Bisner Road) lying South of the Westerly extension of the South line of Lot
4662 and lying North of the Westerly extension of the North line of Lot
4661 in Elk Grove Village Section 15, being a Subdivision in Section 32,
Township 41 North, Range 11, East of the Third Principal Meridian, in
Cook County, Illinois
Resolution No. 42-05
Adopted 7-19-05
C7/11/2005 MON 14:59 FAX
EXHIBIT,B
ASSIGNMENT AND HOLD HARMLESS AGREEMENT
This Agreement is made this 12'h day of July, 2005, by and between Virginia
Cangialosi, Assignor and Alexian Brothers Medical Center, Assignee, and the Village or
Elk Grove Village, Consenting Party for the purpose of assigning Assignor's interest in a
vacated parcel of right-of-way which abuts Assignor's residence.
RECITALS
A. Whereas, Assignor has entered into a contract with the Village of Elk Grove
Village to acquire title to a vacant parcel of property having dimensions of
approximately 60.00 x 150.00 and commonly known as or to be known as
1099 Cheltenham Road, Elk Grove Village; and
13. Whereas, Assignor is desirous of assigning her interest in said Agreement to
Assignee for the sum of twelve thousand five hundred dollars (S12,500). In
that regard, the Village, by agreeing to the assignment, has the authority to
and by this document will hold Assignor harmless for any and all damages
which may occur as a result of the aforementioned construction.
NOW, THEREFORE, it is agreed by and between the parties hereto, along with
the consent and concurrence of the Village of Mk Grove Village as follows:
1. Assignor, Virginia Cangialosi, hereby assigns all right and interest into that
certain Real Estate Purchase and Sales Agreement dated July 12, 2005, by and
between the Village of Elk Grove Village, and Assignor, said assignment to
go to Alexian Brothers Medical Center or such other Assignee as is mutually
agreed upon should Alexian Brothers Medical Center be unable to have the
Agreement assigned to it.
2. Alexian Brothers Medical Center, Assignee herein, agrees to pay Assignor the
sum of twelve thousand five hundred dollars ($12,500) as consideration of
having the Purchase Agreement assigned to Assignee. The Village of Elk
Grove Village will make said payment on behalf of Alexian Brothers Medical
Center and reflect same at the closing with Alexian Brothers Medical Center.
Payment to Assignor shall be made within ten (10) days of the date of this
Agreement.
3. The Village of Elk Grove Village, consenting party to this assignment, agrees
to indemnify and hold Assignor harmless from any and all damages which
may be occasioned as a result of the construction of a house on the subject
property of this assignment. Assignor hereby gives the Village a right of entry
in order to photograph the condition of Assignor's residence so that a
determination can be made as to whether any damages have occurred as a
result of said construction. Said right of entry shall be at a reasonable time
with advance notice to Assignor and Assignor's consent thereto.
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4. Elk Grove Village, also agrees to indemnify and hold harmless Alexian
Brothers Medical Center as well as Assignor from any damages or liability
which may be occasioned by Alexian Brothers Medical Center as a result of
this assignment.
5. Elk Grove Village further agrees to cause the planting of no fewer than five
(5) Arborvitae vegetation or such other planted vegetation as the parties hereto
agree in order to screen the Assignor's residence from the house to be
constructed on the subject property in such location as is agreed upon by the
Assignor and the Village of Elk Grove Village.
6. This Assignment and Hold Harmless Agreement survive this Agreement for a
period of one year from the date an occupancy permit is issued for the house
to be constructed on the subject property, and shall include any claims
submitted by Assignor to Village during said period.
7. Prior to the time a construction permit is issued, the Village will cause a
construction/barrier fence to be placed on the north and south lot lines of the
subject property. Pursuant to a Construction Agreement with the builder, the
Village guarantees to Assignor that no dumpster, portable toilet turn -around or
any other construction material or device will be placed on Assignor's
property-
WHEREFORE,
roperty
WHEREFORE, the parties hereto set their hands and seals this ZLday of
l%`I,i ,2005.
Consenting Party:
-rtg
Vifg-e of Elk Grove Village
By:
Assipcc:
0002/002