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HomeMy WebLinkAboutOrd 5042 08/17/1999 ORDINANCE NO. 5042 AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF A REAL ESTATE PURCHASE AGREEMENT TO ACQUIRE PROPERTY IN THE VILLAGE OF MOUNT PROSPECT, ILLINOIS 216 SOUTH EMERSON STREET Passed and approved by the President and Board of Trustees the 17th day of August, 1999 Published in pamphlet form by authority of the corporate authorities of the Village of Mount Prospect, Illinois, the 18th day of August, 1999 WL 7/27/99 ORDINANCE NO. 5042 AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF A REAL ESTATE PURCHASE AGREEMENT TO ACQUIRE PROPERTY IN THE VILLAGE OF MOUNT PROSPECT, ILLINOIS 216 South Emerson Street WHEREAS, the Board of Trustees of the Village of Mount Prospect has determined that it is in the best interest of the Village to enter into an Agreement to purchase real estate located at 216 South Emerson Street, for municipal purposes, a copy of which Agreement is attached hereto and hereby 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: SECTION ONE: That the Village President and Village Clerk are hereby authorized to execute the Real Estate Purchase Agreement for property commonly known as 216 South Emerson Street, Mount Prospect, Illinois, a copy of said Agreement is attached hereto as Exhibit "A", the Board of Trustees having determined that the Agreement is in the best interests of the Village of Mount Prospect. SECTION TWO: That the Village President, Village Trustees, Village Clerk, Village Attorney, officers and employees of the Village are hereby empowered to perform any act necessary to implement, carry out, or give effect to the terms of the Agreement to purchase real estate, which is attached hereto as Exhibit "A". SECTION THREE: That this Ordinance shall be in full force and effect upon its passage, approval and publication in pamphlet form in the manner provided by law. AYES: Corcoran, Hoefert, Lohrstorfer, Skowron, Wilks NAYS: None ABSENT: Nocchi PASSED and APPROVED this 17th day of August , 1999. Ve~ma W. Lowe, Village Clerk 07/23/1999 15:38 3i22362558 BURKE AND RYAN PAGE 83 CAVANAUGH / 7 2 6 9 9 / CONTRACTS REAL ESTATE PURCHASE BETWK~N I~[CIL~wr, D. CAVANAUGH Seller") VIT.?~GE OF )IOUNT PROSPECT 87/23/1999 15:38 3122362556 BURKE ~ND RV~,N P~,GE 04 CAVANAUGH/7 2699 / CONTRACTS REAL ESTATE PURCHASE CON'rRACT MICHAEL D. CAVANAUGH ("Seller") agrees to sell to the VILLAGE OF MOUNT PROSPECT, a municipal corporation, ("Purchaser"), and Purchaser agrees to buy from Seller, in accordance with the terms, conditions and stipulations set forth in this Real Estate Purchase Contract ("Contract"), the real property and the improvements located thereon ~, situated in the Village of Mount Prospect, County of Cook, State of Illinois, the common address and the legal description of which are set forth on Exhibit A attached hereto and made a part hereof by reference 1. Ownership of the Property: Fee simple ownership of the Property is presently held in the name of Seller and fee simple title shall be conveyed to Purchaser by Warranty Deed for the Property as provided for in this Contract. 2. Purchase P~Ic~: The total purchase price ("Purchase Price") to be paid to Seller by Purchaser for the Property and payment for all interests, claims and demands related to the Property shall be ONE HUNDI~ED TWO THOUSAND DO~.~,S ($102,000.00). 3. Payment of Purchase Price: Seller shall deliver to Purchaser four (4) original counterparts of this Contract executed by Seller. Within fourteen (14) days after the date upon which Seller has delivered said counterparts, Purchaser shall deliver two (2) original counterparts of this Contract fully executed by Purchaser and Seller (the "Effective Date"). The Purchase Price shall be payable in i~u~ediately available funds upon the closing of this transaction (the "closing,,) and the Closing shall occur on or before August 31, 1999 or much other date as :he parties may agree (the "Closing Date"). 4. Possession: Possession of =he Property shall be delivered to Purchaser on the Closing Date. 5. Conveyance a~d closing: Seller shall convey to purchaser fee simple title to the Property by Warranty Deed or such other instrument in a form satisfactory to Purchaser, consistent with the terms of this Contract. Such title shall be free and clear of all encumbrances · whatsoever, except those hereinafter permitted and identified on ~xhibit B attached hereto and made a part hereof by reference ("Permitted Exceptions") and such title shall vest in Purchaser upon delivery of the warranty Deed or such other instrument at ("Closing"), and thereafter immediately be recorded. All escrow closing and recording costs and Zees shall be paid by Purchaser. Ail State, County and Village transfer stamps, if any, shall be paid by B?/23/iBB9 i5:38 3122362556 BURKE AND RYAN PAGE 05 CAVANAUG}{ / 72699 / CONTRACTS Purchaser. This transaction may be closed with a "New York Style" Closing. 6. Permitted Exceptions and Condition Of Title: The term "Permitted Exceptions" as used herein shall include the following: (1) real estate taxes for the year 1998 and 1999 and (2) easements for public utilities and (3) any and all exceptions raised by the title company in the event a surYe~ is not provided to the title company at closing. Any mortgage or trust deed encumbering the Property shall not be considered a permitted exception hereunder. Purchaser has and will pay for a title commitment for an owner's title insurance policy issued by Chicago Title Insurance Company in the amount of the purchase price, evidencing title to the Property on or after the date of execution hereof, showing title to be vested in Seller and subject only to Seller's mortgage, if any and the Permitted Exceptions. If such evidence of title discloses defects other than the Permitted Exceptions and Seller's mortgage, Seller shall have until Closing to cure such defects, except Seller's, mortgage, and notify Purchaser. If Seller is unable to cure such defects, Purchaser may, at its election, terminate this contract or may accept title to the Property 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 Contract as provided in this paragraph, then the parties will have no further liability to each other. Seller shall also furnish Purchaser, at Closing, with an affidavit of title showing title to be vested in Seller subject only to the Permitted Exceptions. 7. Taxes: Seller agrees to pay all general real estate taxes, special assessments and special taxes due or to become due for the Property up to the date of Closing. General real estate taxes for 1998 and 1999 shall be prorated as of said date on the basis of ILO% of the most recent ascertainable taxes. 8. Survey: Purchaser, at i~s own expense, may secure a current plat of survey of the Property showing the location of all improvements and easements within the respective 1ct lines of the Property, made and so certified by the surveyor as having been made in compliance with the Illinois Land Survey Standards. 9. 0bliuations Of Se%ler: Seller covenants and agrees with Purchaser that from the Effec~ive Date until Closing or earlier termination of this contract, Seller shall: A. Advise Purchaser promptly of any litigation, arbitration, or administrative hearing before 15:38 312236255~ BURKE AND RYAN PAGE CAVANAUGH/72699/CONTRACTS any governmental agency concerning or affecting the Property which is instituted or threatened after the Effective Date. B. Not take any action or permit any action to be taken which would change the physical characteristics of the Property without Purchaser's prior written consent. C. Seller shall have good, marketable and indefeasible fee simple title'to the Property. D. Seller shall provide for the maintenance pertaining to the Property which is necessary for the efficient maintenance and upkeep of the Property to the date of Closing. E. From and after the Effective Date, Seller shall not enter into any new leases or extensions of existing leases, place any mortgage on all or part of the Property or further encumber or restrict the title to the Property without Purchaser's prior written consent. The provisions of this Section 9 shall survive Closing. F. Seller shall provide written notice to tenants or parties in possession of the Property or any portion thereof to vacate the Property so as to secure and tender to Purchaser possession of the Property at Closing. Seller shall provide Purchaser with evidence of notices provided pursuant to this paragraph. G. Seller agrees that it shall undertake all necessary actions to secure and tender possession of the Property to Purchaser at Closing. 10. Default: If either Seller or Purchaser shall default under the terms and provisions of this Contract and such default is not cured within seven (7) days of written notice of such default, the non-defaulting party shall be entitled to pursue all actions or remedies in law or equity including, but not limited to, an action for specific performance. In the event of a default, the parties agree that the defaulting party shall be liable for all costs, expenses and attorney's fees of any nature whatsoever, incurred or suffered by or claimed against the non-defaulting party. 11. Brokers: Purchaser and Seller acknowledge that no person or entity has acted as broker in respect of the transaction herein contemplated. Seller agrees that should any broker make a claim for a co~mission based upon t_he actions of Seller, Seller shall indemnify, defend and hold Purchaser harmless from any such claim. Purchaser represents that it has not dealt with any broker and agrees that, should any broker make a claim for a commission based u~on the act4ons of Purchaser. th~n Purchaser shall 07/23/1999 15:38 31223~255~ BURKE AND RYAN PAGE CAVANAUGH/72699/CONTRACTS indemnify, defend and hold Seller harmless from any such claim. Notwithstanding anything contained herein to the contrary, the provisions of this Section shall survive Closing. 12. ~: All notices and other communications hereunder shall be in writing end snell be delivered personally against receipt or shall be sent by regis=ered ~ mail, certified mail, or Express Mail service, postage prepaid and return receipt requested, by telephone facsimile transmission, or by nationally utilized overnight delivery service, addressed to the parties as follows: AS to Purchaser: Village of Mount Prospect Attn: Village Manager 100 S. Emerson Street Mount Prospect, IL 60056 With a Copy to: William E. Ryan, Esq. Burke and Ryan 33 N. Dearborn Suite 402 Chicago, IL 60602 As to Seller: Michael D. Cavanaugh Essex Realty Group 770 Frontage Road Suite 123 Northfield, IL 60093 With a Copy to: Barry G. Collins, Esq. Turtle, vedral & Collins, P.C. 733 Lee Street Suite 210 Des Plainee, IL 60016-6405 Any notice in accordance herewith shall be deemed received when delivery is received or refused, as the case may be. Additionally, notices may be given by telephone facsimile transmission, provided that an original copy of said transmission shall be delivered to the addressee by nationally utilized overnight delivery services on the day following such transmission. Telephone facsimiles shall be deemed delivered on the date of such transmission. 13. Survival: The representations, agreement to pay the Purchase Price, covenants and warranties set forth herein shall be continuing, shall survive closing, and shall remain in full force and effect thereafter. 07/2g/1SSg 15:38 3122362556 BURKE AND RYAN PAGE 88 CAVANAUGH/72699 / CONTRACT8 14. Parties Bound: This contract shall be binding upon and inure to the benefit of Seller and Purchaser, their respective heirs, personal representatives, successors and assigns. 15. ~0vernin= Law: The laws of the State of Illinois shall govern the validity, construction, enforcement and interpretation of this Contract. ~ 16. MultiDle CounterDarts: This contract may be executed in a number Of identical counterparts. If so executed, each of such counterparts shall, collectively, constitute one agreement, but in making proof of this Contract, it shall not be necessary to produce or account for more than one such counterpart. If requested by Purchaser, Seller agrees to execute a memorandum of this Contract in form recordable in the real property records of Cook County, Illinois. 17. Time of the Essence: The parties hereto expressly agree that time is of the essence with respect to this contract and the Closing. 18. : This Contract embodies the entire agreement of the parties in respect of the transaction ~erein contemplated, superseding all prior agreements whether oral or written. Any amendments hereto shall be in writing and executed by the parties hereto. 19. O - ' : If the date of Closing or the date for delivery of a notice or performance of some other obligation of Seller cr Purchaser falls on a Saturday, Sunday or legal holiday in the State of Illinois, then the date for Closing or such notice or performance shall be postponed until the next business day. 20. Transac~loD.UDder Threat_of Condemnation: Purchaser and Seller acknowledge that this transaction and the Purchase Price have been negotiated under threat of condemnation and subsequent to Purchaser's notice of its intent to acquire ~he Property by eminen~ domain or otherwise. The parties acknowledge that absent this Contract the Purchaser was authorized and would have immediately filed an eminent domain proceeding to acquire the Property. 21. ~onliabi!i%y of V%%.lace Officials and Emplovee~: No member, official or employee of the Village of Mount Prospect shall be personally liable to Seller in 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 Contract. CAVANAU~H/7 2 6 9 9 / CONTRACTS condition of the Property, Seller and Purchaser agree as follows: A. Prior to the Closing Date, Purchaser may, at its sole expense, obtain environmental site assessments Of the Property, the scope, methods and results of which are satisfactory to Purchaser, in Purchaser's sole discretion, for the Property. Seller shall make the Property available~. to Purchaser or its agents and employees for the environmental assessments and shall cooperate with regard to the environmental assessments including without limitation, the installation and operation of any ground water wells and any soil borings. Such environmental assessments may, in Purchaser's sole discretion, include without limitation soil and ground water sampling and laboratory analysis. B. In the event the environmental assessment identifies the existence of an environmental condition as defined herein on the Property that is unacceptable to the Purchaser, in Purchaser's sole discretion, then within three (3) wor~ing days of Purchaser's receipt o~ the environmental assessment, Purchaser shall notify Seller in writing of the environmental condition and either Purchaser or Seller shall have the right to terminate this Contract or prior to termination, negotiate a reduction in the Purchase Price to consider the remediation of any environmental condition. In the event either Purchaser or Seller elect to terminate this Contract, the parties shall have no further obligations under this Contract or to each other. C. Purchaser shall indemnify and hold Seller, their respective heirs, personal representatives, successors and assigns, harmless from any and all claims, demands, Judgments, costs, expenses (including reasonable attorneys fees and expenses), losses, damages (personal or property), or liability for personal injury or property damage caused by the negligent acts or omissions of Purchaser during performance of the environmental assessments; provided, however, =hat this indemnity does not apply to business interruption, lost profits, damage to business reputation, or inaccurate or defective Environmental Reports, defined herein. This is a "claims made" indemnity that expires and is of no further force or effect at Closing. The environmental assessmen= cf the Property shall be conducted in a manner so as to minimize disruption of Seller's tenants. D. The parties acknowledge that the environmental assessments and companion reports (the "Environmental Reports") are strictly confidential. Purchaser and Seller agree not to disclose any information contained in the Environmental Reports to any third party without the written consent of the other party, e~oeDt under 7/23/1999 15:38 3i22382556 BURKE AND RYAN PAGE 18 CAVANAUG~/72699/CONTRACTS the following circumstances: (l) disclosure to accountants, counsel and other consultants or advisors of Purchaser and Seller in connection with under this Contract, or (ii) disclosure to any regulatory or supervisory authority having Jurisdiction over the Property if such disclosure is required by any law, rule, regulation or judicial process, provided that the parties have delivered prior written notice of a party's intention to disclose. The confidentiality provisions of this section 22 shall survive~' the Closing for a period o~ two (2) years. E. "Environmental Condition" shall mean (!) a release or threat of release of hazardou~ substances, pollutants or contaminants, {ii) a violation of environmental law or regulation, or (iii) circumstances or conditions that pose a threat to human health or the environment or a threat of property damage. IN WITNESS WHEREOF, the parties hereto have, by their duly author.~ed repr~s~entatives, executed this Contract as VILLAGE OF MOUNT PROSPECT, a municipal corporation Its: Village Clerk Y4IC"d~L D. C~VANAUGH K .... t37/23/1999 15:38 312235255r= BURKE AND RYAN PAGE 11 CAVANAUGH/7 2 6 9 9 / CONTRACTS EXHIBIT A Legal Description and COmmon Add, tess