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HomeMy WebLinkAbout7.1 Authorizing a Real Estate Sales Agreement 108-110 South MainBoardDocs® Pro Agenda Item Details Meeting Category Subject Access Type Preferred Date Absolute Date Fiscal Impact Dollar Amount Budgeted Budget Source Recommended Action Public Content Information Page 1 of 2 • • • ' • : • • reading7.1 1st of AN ORDINANCE AUTHORIZING . REAL ESTATE SALE. • (108-110 SOUTH• PROSPECT, •' • Public Action Sep 18, 201 Sep 18, 2018 Yes 1,170, 300.00 Yes Prospect and Main TIF fund Staff recommends that t- Village Board authorize the execution of - contract to purchase subject parcels located within the Busse Triangle as indicated in the Real Estate Sales Contract.1 Attached to this memorandum is a contract to acquire four parcels and a private alley located in the Busse Triangle (set attached map). These properties are currently owned by HB Prospect II LLC (HB) and total 11,703 square feet in area: • PIN 08-12-102-060f 22 W. Busse Ave • PIN 08-12-107-003 and 08-12-107-004, 15 and 19 W. Busse Ave, currently vacant grass lots on the south side of Busse Avenue • PIN 08-12-107-020, a "private alley" that is both between and south of the 15 and 19 W. Busse Ave parcels. This area is grass between the 15 and 19 W. Busse parcels and partially paved just south of the parcels. • PIN 08-12-107-018, 110 S. Main Street, the vacant parcel north of Sub Express, which once contained a two unit single story commercial building that has since been demolished. contractThe • calls for• - to transfer ownership of one of parcels t• 20 West LLC and requires 20 West LLC tit, construct a surface parking lot for customer parking on that parcel (See Parcel "N"). The subject properties were acquired by HB over a decade ago when they were pursuing the redevelopment of the Bus&t Triangle with a mixed-usedevelopment. Th- Village approved their redevelopmentplan in March of 1'1 but project was never constructed due to the economic downturn that occurred at that time. HB has indicated that they are no longer interested in pursuing the development of these properties and have agreed to sell the land to the Village for $1,170,300 (a cost of $100 per . •'• https://www.boarddocs.com/il/vomp/Board.nsf/Public 9/20/2018 BoardDocs® Pro Page 2 of 2 The Village is pursuing the purchase of these properties to allow for future redevelopment in the Busse Triangle. The properties are currently vacant grass/paved lots situated in a highly visible location in the downtown district. By acquiring the properties, the Village gains control over the future development of this land; these are particularly ideal for acquisition as the Villagc currently owns parcels immediately adjacent. The closing will be scheduled as soon as title is cleared by the Village Attorney. Alternatives 1. Authorize execution of the contract to purchase the subject parcels. 2. Action at discretion of Village Board. Staff Recommendation Staff recommends that the Village Board authorize the execution of the contract to purchase the subject parcels located within the Busse Triangle as indicated in the Real Estate Sales Contract. Sas st�na�k� I 1,-,i&n" 1��-Ihase �-)df (225 K[:.13) 1 (2".11.9 IIS III,,,) Administrative Content Executive Content Motion & Voting Staff recommends that the Village Board authorize the execution of the contract to purchase the subject parcels located within the Busse Triangle as indicated in the Real Estate Sales Contract. Motion by Michael Zadel, second by William Grossi. Final Resolution: Motion Carries Yea: William Grossi, Eleni Hatzis, Colleen Saccotelli, Michael ZadJ https://www.boarddocs.com/il/vomp/Board.nsf/Public 9/20/2018 REAL ESTATE SALES CONTRACT (A) Village of Mount Prospeet(or Nominee) ("Purchaser") agrees to purchase at a price of One Million One Hundred Seventy Thousand Three Hundred and No/100 ($1,170,300.00) Dollars on the terms set forth herein, the real estate ("Real Property") commonly known as 15, 19, 22 W. BUSSE AVENUE and PRIVATE ALLEY, and 108-110 S. MAIN STREET, MT. PROSPECT, ILLINOIS 60056 and legally described on Exhibit "A", attached hereto and incorporated herein by reference,(" Property),which legal description shall be updated if needed to conform to the survey, consisting of vacant lots having an area of approximately 11,840 square feet. The final purchase price to be determined based on square footage as shown on survey multiplied by $100 per square foot. Permanent Index Number(s): 08-12-102-060-0000, 08-12-107-003-0000, 08-12-107-004-0000, 08-12-107-020-0000, and 08-12-107-018-0000. (B) HB PROSPECT II, LLC, an Illinois limited liability company, (hereinafter referred to as "Seller") agrees to sell the Property at the price and terms set forth herein, and to convey or cause to be conveyed to Purchaser (or its nominee pursuant to Paragraph 16) title thereto by a recordable special warranty or trustee's deed with release of homestead rights, if any, and a customary bili of sale, subject only to: (a) covenants, conditions and restrictions of record acceptable to Purchaser, public and utility easements and roads and highways, if any, and private easements of record (so long as they do not interfere with the current use of the Property and are acceptable to Purchaser); (b) general taxes for the years 2018 and subsequent years; (c) building, zoning, fire, health, environmental and pollution control laws, ordinances, rules and safety regulations; (d) acts done or suffered to be done and judgments against Purchaser and those claiming by, through or under Purchaser; and (e) matters approved by Purchaser pursuant to Paragraphs 2 and 11 of this contract. (C) Within three (3) business days this contract, Purchaser shall pay -0- Dollars as earnest money to be applied on the purchase price, and agrees to pay or satisfy the balance of the purchase price, plus or minus prorations, at the time of closing as follows: via wire transfer of immediately available funds. The payment of the purchase price as determined herein shall be deposited with Premier Title on September 28, 2018 and Closing on September 28, 2018. Purchaser shall deposit the amount of the purchase price in escrow with Premier Title, Seller shall be allowed to use the escrowed amount in order to complete its purchase of the Seller's Membership interest on September 28, 2018 (D) Seller, at its own expense will provide ALTA survey for its own use and tide company's purposes. (E) The time of closing shall be on or before September 28, 2018, or such date as mutually agreed by the parties pursuant to the provisions herein unless subsequently mutually agreed otherwise, at the office of tide company, provided title is shown to be good or is accepted by Purchaser. (F) Purchaser and Seller certify there are no real estate brokers involve in this Premises transaction. (G) The earnest money shall be held be held by Premier Title, as Escrowee, pursuant to their standard form of escrow as agreed by the parties for the mutual benefit of the parties. (H) Seller warrants that Seller, its beneficiaries or agents of Seller or of its beneficiaries have received no notices from city, village or other governmental authority of zoning, building, fire or health code violations in respect to the real estate that have not been heretofore corrected, and have no knowledge of any currently existing violation, and will provide copies of any notices or information it receives between the date of this contract and the date of closing. If any notices are received between the date of this contract and the date of 1 closing, the parties shall either agree to correct/resolve the-violation(s) or either party may cancel this contract by written notice to the other party within ten (10) days after the notice of violation is delivered to Purchaser. The parties shall have no further rights or obligations hereunder except Purchaser's indemnification obligations set forth in Paragraph 11 hereof. (I) A duplicate original of this contract, duly executed by the Seller, shall be delivered to the Purchaser within five (5) days from the date hereof, otherwise, at the Purchaser's option, this contract shall become null and void and the earnest money shall. be refunded to the Purchaser. CONDITIONS AND STIPULATIONS 1. Seller shall deliver or cause to be delivered to Purchaser or Purchaser's Agent, not less than one (1) day after execution of this contract, a title commitment for an owner's title insurance policy providing for extended ALTA coverage over general exceptions issued by Premier Title Insurance Company in the amount of the purchase price, covering title to the Real Property on or after the date hereof, showing title in the intended grantor subject only to (a) the general exceptions contained in the policy, (b) the title exceptions set forth in Paragraph B above (all of which are herein referred to as the permitted exceptions). The tide 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 shall have title company provide copies of all documents underlying Schedule B exceptions. Seller shall provide an ALTA Survey for the parcels so that extended coverage shall be issued. 2. If the title conunitment or plat of survey disclose either unpermitted exceptions or survey matters that render the title unmarketable in Purchaser's opinion (herein collectively referred to as "survey defects") and Seller fails to have such exceptions removed from the commitment or to correct such survey defects or, subject to Purchaser's approval, to have the title insurer commit to insure against loss or damage that may be occasioned by such exceptions or survey defects prior to Closing, Purchaser may terminate this contract upon written notice to Seller. If Purchaser does not terminate the contract pursuant to this Paragraph 2, all unpermitted exceptions and survey defects shall be deemed approved by Purchaser and title to the Property shall be conveyed subject to such exceptions and defects. 3. Rents, security deposits, premiums under assigned insurance policies, water and other utility charges, fuels, prepaid service contracts, general taxes, accrued interest on mortgage indebtedness, if any, and other similar items shall be adjusted ratably as of the time of closing. Taxes shall be prorated at closing based on 105% of 2017 Taxes and parties shall reprorate 2018 taxes on issuance of actual bill. Seller shall retain rights to any 2017 and prior years refund. Seller has also filed certificates of error for overpayments in 2015 and 2016 that will also result in refunds (the "C of E Refunds"). Seller reserves all rights to pursue the 2017 Refunds and the C of E Refunds, and Purchaser shall cooperate with Seller regarding same. Seller shall be responsible for any tax protest or assessment objection for 2018. The parties shall agree to reprorate 2018 taxes on issuance of actual bill. The parties agree that Purchaser shall have seven (7) business days after being provided a copy of said contracts including for tax reductions, to decide in writing whether or not to assume any of seller's contracts. Purchaser shall not assume any of seller's employment obligations. Seller shall pay the amount of any stamp tax imposed by the State or County on the transfer of the title. Seller shall furnish a completed Illinois Real Estate Transfer Declaration (PTAX-203) and Cook County transfer tax declaration both to be signed by the Purchaser. Seller shall also shall furnish any declaration requited by any local ordinance with regard to a transfer or transaction tax; such tax required by local ordinance shall be paid by the party upon whom each ordinance places responsibility therefor. If such ordinance does not so place responsibility, the tax shall be paid by Seller. Seller shall comply with any local, county or state water certification requirements and registration requirements, inspection or zoning requirements imposed on sellers of real estate in Mt. Prospect, Illinois. 2 4. The provisions of the Uniform Vendor and Purchaser Risk Act of the State of Illinois shall be applicable to this contract. 5. In case of default by either Seller of Purchaser, parties shall retain all their respective rights and remedies, including the right of specific performance. The prevailing party shall be entitled to an award of Attorney fees and costs. fi. This sale shall be closed through an escrow with title company, in accordance with the general Provisions of the usual form of Deed and Money Escrow Agreement then in use by title 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. The cost of the escrow and New York style closing escrow shall be divided equally between Seller and Purchaser. 7. Time is of the essence of this contract 8. All notices herein required shall be in writing and shall be served via personal delivery or nationally recognized overnight courier on the parties, or their attorneys, at the addresses following their signatures. Notices by facsimile transmission or email are sufficient and facsimile transmission shall be effective on the date of facsimile transmission if sent during normal business days (non federal holidays) between 8:30 a.m. to 5:00 p.m., otherwise notice shall be effective next business day. Email notices shall be effective when sent. 9. 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 an affidavit to this effect in customary form. 10. Purchaser and Seller agree that the disclosure requirements of the Illinois Responsible Property Transfer Act do not apply to the transfer contemplated by this contract. 11. There is no due diligence period nor is there any financing contingencies. This Contract is subject to the review of the respective parties attorneys prior to closing by all parties. The attorneys by notices as provided herein may approve said Contract, disapprove said Contract or propose modifications to this Contract. The disapproval or modifications shall be at sole discretion of their respective attorneys. 12. No leases, renewals, options or tenancies shall be entered into prior to closing. Property is currently vacant and shall remain so. 13. Seller will provide copies of any notices received from the local county or state agencies regarding any zorung, violations or code violation. If any notices are tcceive prior to closing, Purchaser shall have right to cancel the contract pursuant to Paragraph H hereof. 14. Both parties hereto shall cooperate with each other in accomplishing a Tax Deferred Exchange including the execution of documents to facilitate said exchange. All costs of each exchange shall be borne by the party requesting the exchange. 15. Between the date of contract and closing, Seller shall continue to operate the Property in its current state. 16. Purchaser shall have right to take title to the Property in a corporation, limited liability company, or trust to be created or assigned to an existing entity. 3 17. Each party represents and warrants to the other that it has requisite authority to execute this contract and comply with the terms, provisions and obligations thereof. 18. The parties shall execute and provide all documents customarily required by the title company, including but not limited to an ALTA statement and GAP personal undertaking, 19. This contract contains the entire agreement and understanding of the parties in respect to the subject matter hereof, and the same may not be amended, modified or discharged nor may any of its terms be waived except by an instrument in writing signed by the patty to be bound thereby. 20. Seller has full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by Seller pursuant hereto, and all required action and approvals therefor have been duly taken and obtained. The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of Seller are and shall be duly authorized to sign the same on Seller's behalf and to bind Seller thereto. 21. Purchaser has full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by Purchaser pursuant hereto, and all required action and approvals therefor have been duly taken and obtained. The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of Purchaser are and shall be duly authorized to sign the same on Purchaser's behalf and to bind Purchaser thereto. 22. The sale herein shall be "as is -where is" except that the Property shall be in same condition at closing as it was on the date of contract execution, normal wear and tear excepted. 23. Purchaser's obligations and performance under this contract shall only be in effect if the "Developer", as defined in the Redevelopment Agreement for 20 WEST Development comprising a part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois, ("RDA") is in compliance with all of its obligations in the RDA and the "First Amendment" thereto. Purchaser shall have no obligations and shall not be required to perform under this contract of the "Developer" in the RDA is not in compliance with all of its obligations in the RDA and the First amendment thereto. 24. Notwithstanding any term in this contract to the contrary, the dates for : (i) payment of the purchase price to be deposited with premier Title, (ii) for purchase of Seller's Membership Interest and (iii) for the closing, shall be extended to a date agreed upon by the parties, which shall be no sooner that twenty-one (21) days after the later of the date the tide commitment for the property insures over the private alley and the ALTA survey includes the private alley. [Signature Page to Follow] 4 Dated: September , 2018. PURCHASER: Village of Mount Prospect By. Address: 50 S. Emerson Court Mount Prospect, Illinois 60056 Attorney: Lance C. Malina Klein, Thorpe & Jenkins, Ltd. 20 N. Wacker Drive #1660 Chicago, IL 60606 312-984-6400 Fax: 312-984-6444 email: lcmalina@kllaw.com Date Accepted: September , 2018. SELLER: HB PROSPECT 11„ LLC, an Illinois limited liability company By: BUSSE 4, LLC, an Illinois limited liability company, Member By Nicholas E. Papanicholas, Jr., Manager Address: 1001 Feehanvi Ile Drive Mount Prospect, Illinois 60056 Attorney: Daniel R. Ansani Ansani & Ansani P.C. 1411 W. Peterson Ave., #202 Park Ridge, IL 60068 847-823-4600 Fac: 847-823-6811 ernail: ansanilaw@aol.com 5 EXHS'BIT "A" LEGAL DELCRIPTION Permanent Index Number(s): 08-12-102-060-0000, 08-12-107-0034000, 08-12-107-004-0000, 08-12-107-020-0000, and 08-12-107-018-0000.