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HomeMy WebLinkAboutOrd 4389 01/07/1992 ORDINANCE NO. 4389 AN ORDINANCE AUTHORIZING THE EXECUTION OF A REAL ESTATE pURCHASE AGREEMENT PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES the 7th day of January , 1992 Published in pamphlet form by authority of the corporate authorities of the Village of Mount Prospect, Illinois, the 13th day of ~, 1992. ORDINANCE NO. 4389 AN ORDINANCE AUTHORIZING THE EXECUTION OF A REAL ESTATE PURCHASE AGREEMENT WHEREAS, The Board of Trustees of the Village of ~ount Prospec~ has determined that, pursuant to its home rule powers relative ~o the public purpose of redevelopment, as set forth in Ordinance No. ~RS, it is in the best interests of the Village of Mount Prospect that the Village enter into a certain Real Estate Purchase Agreement, a copy of which is attached hereto and made a part hereof as Exhibit A. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, IN THE EXERCISE OF ITS HOME RULE POWERS, AS FOLLOWS: SECTION 1: The Village President and Village Clerk are hereby authorized to execute the Real Estate Purchase Agreement which is attached hereto and made a part hereof as Exhibit A, the Board of Trustees having determined, pursuant to its home rule powers relative to the public purpose of redevelopment set forth in Ordinance No. 4385, that said Agreement is in the best interests of the Village of Mount Prospect. SECTION 2: The acts of the President, Trustees, Village Clerk, officers, attorneys and employees of the village of Mount Prospect, necessary to implement, carry out and/or give effect to the terms of the Real Estate Purchase Agreement, which is attached hereto and made a part hereof as Exhibit A, are hereby authorized. SECTION 3: This Ordinance shall be in full force and effect from and after its passage and approval as provided by law. AYES: Busse, Clowes, Corcoran, Floros, Hoefert, Wilks NAYS: None ABSENT: None PASSED AND APPROVED this 7th day of .l~nn~ry , 1992. / Village President / / ATTEST: Carol A. Fields Village Clerk REAL ESTATE PURCHASE AGREEMENT This Agreement made and entered into this ~ day of ~ , 19~2~, by and between COMMERCIAL NATIONAL BANK O~JC~ICAG~, a national banking association, as trustee under trust agrWement dated August 31, 1978 and known as trust no. 176 (hereinafter "Seller") and the VILLAGE OF MOUNT PROSPECT, a municipal corporation (hereinafter referred to as "Purchaser"); NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, it is agreed as follows: 1. PREMISES. Seller is the owner of real estate commonly known as 100-108 West Northwest Highway, Mount Prospect, Illinois, and more fully described in Exhibit A which is attached hereto and made a part hereof (hereinafter referred to as "Subject Premises"). 2. SALE. Seller agrees to sell and Purchaser agrees to purchase the Subject Premises consisting of approximately 101,150 square feet and improvements thereon, as per Plat of Survey attached hereto and made a part hereof as Exhibit E, for the price, upon the terms and conditions and subject to the contingencies hereinafter contained. 3. PURCHASE PRICE. The purchase price for the Subject Premises shall De One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) (hereinafter "Purchase Price"). 4. PAYMENT OF PURCHASE PRICE. The Purchase Price shall be payable in Village of Mount Prospect check or by cashier's or certified check at Closing as provided herein. 5. CONVEYANCE AND CLOSING. Seller shall convey to Purchaser fee simple title to the Subject Premises by recordable Trustee's Deed ~n a form satisfactory to Purchaser, consistent with the terms of the Agreement. Such title shall be free and clear of all encumbrances whatsoever, except those hereinafter permitted, and such title shall vest in Purchaser upon delivery of the deed on January 7 , 1992 (hereinafter referred to as "Closing"). ~ 6. PERMITTED EXCEPTIONS AND CONDITION OF TITLE. A. The term "Permitted Exceptions" as used herein shall include the following: (1) real estate taxes for the year 1991 and subsequent years; (2) easements for public utilities; and (3) leases and tenancies as identified on Exhibit C attached hereto and made a part hereof. Any mortgage or trust degd encumbering the Subject Premises shall not be considered a Permitted Exception hereunder. At least five (5) days prior to Closing, Seller shall furnish Purchaser, at Purchaser's expense, with a title commitment for an owner's title insurance policy iss.ued by Chicago Title Insurance Company in the amount of the Purchase Price, evidencing title to the Subject Premises on or after the date of execution hereof, showing title to be vested in Seller and subject only to Seller's mortgages or trust deeds, if any, and the Permitted Exceptions defined herein. Within ten (10) days after receipt of said commitment, Purchaser shall identify any exception to which it objects. Failure to identify said objection as provided herein shall be conclusive evidence of the acceptability of said title. If applicable, Seller shall deliver to Purchaser, at least five (5) days prior to Closing, a copy of Seller's owner's duplicate Torrens Certificate or receipt therefor or receipt no. therefor relating to the Subject Premises. If applicable, Seller shall deliver to Purchaser at Closing, Seller's Owner's Duplicate Torrens Certificate, Special Tax Lien Search and Federal Tax Lien Search relating to the Subject Premises. At Closing, Seller shall pay its customary Seller's torrens charges and Purchaser shall pay its customary Purchaser's torrens charges. B. If such evidence of title discloses defects other than the Permitted Exceptions and Seller's mortgages or trust deeds, if any, Seller shall have seven (7) days.to cure such defects or cause said defects to be insured over by Chicago Title Insurance Company, excepu Seller's mortgages or trust deeds, and notify Purchaser. If Seller is unable to so cure such defects, Purchaser may, au its election, terminate this agreemenu or may accept title to the Subject Premises as it then exists, with the right to deduct from the Purchase Price, liens or encumbrances of a definite or ascertainable amount by notifying Seller and tendering performance. If Purchaser terminates this Agreement as provided in this paragraph, then this Agreement shall be null and void and the parties shall have no further liability to each other under or pursuant 5o this Agreement. C. Seller shall also furnish Purchaser, at Closing, with an affidavit of title showing title to be vested in Seller, subject oaly to the Permitted Exceptions as defined herein. 7. TAXES. Seller agrees to pay all general real estate taxes, special assessments and special taxes due or to become due for the Subject Premises up to the date of Closing. An amount equal to 110% of Seller's share of the general real estate taxes for the year(s) 1991 and 1992 (said share being calculated as the total 1991 and 1992 real estate taxes to date of Closing, less an amount equal to the tenants' share of said real estate taxes, as determined by tenants' leases on the Subject Premises) shall be placed into escrow, with Seller's attorney as escrowee, pending issuance of the actual 1991 real estate tax bill. Upon issuance ~f the first installment 1991 real estate tax bill, Seller and 2 escrowee shall immediately tender the amount of Seller's share of said bill to Purchaser. Upon issuance of the second installment 1991 real estate tax bill, Seller and Purchaser shall reprorate Seller's share of the 1991 real estate taxes and Seller and escrowee shall immediately tender the amount of Seller's share of said bill, as so reprorated, to Purchaser. Upon issuance of the second installment 1991 real estate tax bill, Seller's share of ' the 1992 real estate taxes shall be reprorated by Seller and Purchaser, based upon 110% of the 1991 real estate tax bill and Seller and escrowee shall immediately tender said reprorated amount to Purchaser, said reproration and payment by Seller to constitute a final credit to Purchaser for Seller's share of the 1992 real estate taxes. If the foregoing escrow is insufficient to satisfy Seller's real estate tax liabilities hereunder, Seller shall satisfy any such insufficiency. All amounts deposited with Seller towards real estate taxes, by all tenants on the Subject Premises as set forth on Exhibit D attached hereto and made a part hereof, which amounts Seller warrants and represents are true, accurate and complete as of Closing, shall be credited to Purchaser at Closing. Purchaser shall not be liable or responsible to Seller for any deficiencies in said amoun=s, and Seller hereby indemnifies Purchaser against and holds Purchaser harmless from any such deficiencies and any loss, claim or charge with regard to any such deficiencies. 8. POSSESSION. Seller shall deliver possession of the Subjec= Premises to Purchaser at Closing. 9. SURVEY. Seller hereby warrants and represents that it has heretofore provided Purchaser with a Plat of Survey of the Subjecu Premises showing the location of all improvements within the respective lot lines of the Subject Premises as of Closing, made and so certified by a registered Illinois Tand surveyor (Exhibit B attached hereto and made a part hereof). Seller hereby warrants and represents that said Plat of Survey is comple=e and accurate and depicts all of said improvemen=s as of Closing and that there are no easements or claims of easements, licenses, encroachments, overlaps and/or boundary line disputes on the Subject Property, other than those depicted on said Plat of Survey and a certain easement for public utilities over the west ten (10) feet of the Subject Property as shown on Plat of Wille's Resubdivision, filed November 9, 1979 as document LR3130193. 10. LEASES AND RELATED MATTERS. Seller hereby warrants and represents that it has heretofore provided Purchaser with copies of all leases, contracts and all agreements and information concerning security deposits of any kind or nature affecting the Subject Premises and that such documents and information are complete and accurate as of Closing and that unless otherwise set forth in Exhibit C, all such leases, security deposits, contracts and agreements are in good standing, paid in full and/or free of default. 3 11. EXECUTION WITHOUT CONSENT. After execution hereof, Seller will not enter into any new leases, contracts or agreements of any kind or nature affecting the Subject Premises that did not exist prior to the date of this Agreement or renew any of the leases, contracts or agreements previously provided by Seller to Purchaser pursuant to paragraph 10 of this Agreement, without Purchaser's written consent. 1~2. SECURITY DEPOSIT INDEMNITY. Seller shall credit at Closing to Purchaser, all tenants' security deposits on the Subject Premises. To the extent Seller has credited all tenants' security deposits to Purchaser, Purchaser agrees to return to all tenants their respective security deposits when and to the extent such tenant has a right thereto. Purchaser indemnifies Seller against and holds Seller harmless from loss, claim or charge with regard to security deposits of tenants, to the extent Seller has delivered such security deposits to Purchaser.- 13. DEFAULTS. A. Failure or delay by either party to perform any term or provision of this Agreement within the time specified herein shall constitute a default under this Agreement. The party who so fails or delays, within thirty (30) days of written notice of the existence of such default, shall immediately commence to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with diligence. B. The party claiming such default shall give notice of the alleged default to the party alleged to be in default, specifying the default complained of by the injured party. Failure or delay in glvlng such notice shall not constitute a waiver of any default, nor shall it change the time of default. C. If, after thirty (30) days' written notice, the party in default shall not have cured the default, then the non-defaulting party shall have the right, but not the obligation, to perform any defaulted act. In the event of such performance, the defaulting party shall be obligated on demand to reimburse the nondefaulting party for all reasonable attorney's fees, costs and expenses incurred with respect to such performance. D. Except as otherwise expressly provided in this Agreement, any failure or delay by either party in asserting any of its rights or remedies as to any default or alleged default shall not operate as a waiver of any such default or of any rights or remedies it may have as a result of such default, nor shall it deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. E. In addition to any other rights or remedies available at law or equity, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default or to obtain any other remedy consistent with the purposes of this Agreement. F. In the event either party shall institute legal action because of breach of any term, covenant or obligation contained in this Agreement on the part of either party to be kept or performed, and a breach shall be established, the prevailing party shall be entitled to recover all reasonable attorney's fees, costs and expenses incurred therefor. G. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same default or any other default by the other party. 14. GENERAL PROVISIONS. A. Applicable Law. The laws of the State of Illinois shall govern the interpretation and enforcement of this Agreement. B. Non Liability of Village Officials and Employees. No member, official or employee of the Village of Mount Prospect shall be personally liable to Seller ~n the event of any default or breach by the Village of Mount Prospect or for any amount which may become due to Seller under the terms of this Agreement. C. Approvals; Further Acts. Wherever this Agreement requires Seller or Purchaser to approve any document or any matter, such approval shall not be unreasonably withheld. Seller and Purchaser agree ~to execute, acknowledge and deliver all instruments and to take all actions before or after closing as shall be necessary and desirable to fully carry out this Agreement and to fully consummate and effect the transactions contemplated hereunder. D. Real Estate Commissions. Purchaser represents to Seller that it has not had any dealing with any broker or finder in connection with this Agreement or the sale of purchase contemplated hereunder. Seller represents to Purchaser that it has dealt only with Prudential Realty as broker or finder in connection with this Agreement and/or the sale ahd purchase contemplated hereunder and that Prudential Realty ~s the only person, firm or corporation that may be entitled to any sort of broker's commission or finder's fee in connection with this Agreement and/or the sale and purchase contemplated hereunder. Seller shall pay, and indemnify Purchaser against and hold Seller harmless from, any broker's commission or finder's fee in connection with this Agreement and/or the sale and purchase 5 contemplated hereunder or any other loss, claim or charge with regard thereto, that may be due to Prudential Realty or any other person, firm or corporation with which Seller has dealt in connection with this Agreement and/or the sale and purchase contemplated hereunder o E. Notices~ Demand. Any notice and/or demand required and/ or given under this Agreement shall be deemed given, when written and dispatched by registered or certified mail, postage prepaid, return receipt requested, by facsimile transmission or by personal, in-hand delivery to the following parties on behalf of Seller and Purchaser: If to Seller: Cary K. Kabumoto 5204 North Christiana Avenue Chicago, IL 60625 If to Purchaser: Barry A. Springer 221 North LaSalle Street 38th Floor Chicago, IL 60601 F. Time. Time is of the essence of this agreement. G. Entire A~reement and Waivers. This agreement includes paqes and exhibits attached which constitute the entire agreemen~ and understanding of the parties. This agreement integrazes all of the terms and conditions mentioned herein or incidental hereto, and this agreement supercedes all negotiations and previous agreements between the parties with respect to all or any~part of the subject ma~er hereof. All waivers of any of the provisions of this agreement shall be in writing and signed by Seller and Purchaser. H. Partial Invalidity. If any portion of this Agreement shall be held or deemed to be invalid or in violation of any law, such portion shall be deemed to be excised herefrom and the invalidity thereof shall not effect any of the other portions containe~ herein, which portions shall remain in full force and effect. I. Amendment. This Agreement shall be amended only by mutual Written agreement of Seller and Purchaser. J. Binding Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective executors, administrators, heirs, legatees, assigns and successors in interest. K. Counterparts. This Agreement may be executed in counterparts, each of which shall be regarded as an original hereof, but all of which together shall constitute one and the same instrument. 6 L. Authority to Contract by Each Party. The parties represent to each other that they have the lawful authority to enter into this Agreement and to perform all acts necessary to execute this Agreement and all of its terms. IN WITNESS WHEREOF, the parties hereto have hereunto se= their respective and seals in duplicate, the day and first above written. SELLER: PURCHASER: Village of Mount Prospect / ATTEST: / Village Clerk 7 / LOT 1 IN WILLE'S RECON$OLIDATION PLAT OF LOTS 1 AND 2 IN WILLE'S CONSOLIDATED pLAT OF LOTS 2 TO 12, BOTM INCLUSIVE, IN BLOCK 2 IN BUSSE A/TD WILL£'S R£SUBDIVISION IN MOUNT P~OSP£CT. A S~BDIVISION IN THE WEST 1/2 OF SECTION 12, TO%~SHIP 41 NO,T}{. PJ. NGE 11 EAST OF THE T}{IRD P~INCIP~L ~ERIDIA/~. ACCOP~DINO ?0 PLAT TMEREOF ~EGISTER£D IN THE OFFICE OF THE REGISTP~ OF ~TITLES OF COOK COUP, ILLINOIS ON NOVE~£~ 9. 1979 AS DOCUF/ENT NO LR~I]019] (co.only known as 100-108 W. Northwest Highway, Mount Prospect, IL) EXHIBIT A _. ... SURVEYING - .,,w.~.,~,~ CO., lNG. '~'~ '"',~ c.e.~,,.~ PLAT OF SURVEY ~ . .,2.~ SI ~TY TENANT S.F. MONTHLY RENT TERM $20fl41.66 6/1/90- Steaks & Stuff 3100 Triple ~]et 5/31/92 $2,600.00 9/1/~g- Sara Lee 2600 T~iple Ne% 8/31 'q4 None Month to Antique Center 6500 94,000.00 ~on~h $8,000.00 EXHIBIT C EXHIBIT D TENANTS' REAL ESTATE TAX DEPOSITS(~o come)