HomeMy WebLinkAboutOrd 6408 09/18/2018 Authorizing a Real Estate Sales Contract (Busse and Main)ORDINANCE NO. 6408
AN ORDINANCE AUTHORIZING A REAL ESTATE SALES CONTRACT
15 1'9 22 WEST BUSSE AVENUE 108-110 SOUTH MAIN STREET MOUNT
PROSPECT ILLINOIS AND A PRIVATE ALLEY ADJACENT THERETO
NOW, THEREFORE, BE IT ORDAINED, by the President and Board of Trustees
of the Village of Mount Prospect, Cook County, Illinois, as follows:
SECTION 1: The President and Board of Trustees of the Village of Mount
Prospect ("Village") find as follows:
A. The Village is a home rule municipality pursuant to Section 7 of Article VII
of the Constitution of the State of Illinois.
B, The State of Illinois has adopted tax increment financing pursuant to the
Tax Increment Allocation Redevelopment Act, 651LCS 5/11-74.4-1, et seq.,
as amended from time to time ("TIF Act").
C. Pursuant to its powers and in accordance with the TIF Act, and pursuant to
Ordinance Nos, 6293, 6294 and 6295, adopted January 17, 2017, the
Prospect and Main Tax Increment Financing District ("TIF District") was
formed as a TIF district, for a twenty-three (23) year period. Ordinance Nos.
6293, 6294 and 6295 are incorporated herein by reference.
D. Pursuant to and in accordance with the TIF Act and the Ordinances
establishing the TIF District, the Corporate Authorities of the Village are
empowered under Section 4(c) of the TIF Act, 65 ILCS 5/11-74.4-4(c), to
acquire real property within the TIF District by purchase, including the
"Subject Property" as defined in Section I.E. below to help achieve the
objectives of the Redevelopment Plan and Project for the TIF District,
E, HB Prospect II, LLC, an Illinois limited liability company ("Seller") is owner
of the real estate and appurtenances attached thereto for the property
generally located at 15, 19, 22 West Busse Avenue, 108-110 South Main
Street, Mount Prospect, Illinois and a private alley adjacent thereto, as
legally described in the "Real Estate Sales Contract" attached hereto as
EXHIBIT A and made a part hereof ("Agreement"), which property ("Subject
Property") is within the boundaries of the TIF District, and the acquisition of
which is in furtherance of the Redevelopment Plan and Project for the TIF
District.
F., The Village desires to acquire the Subject Property in furtherance of the
Redevelopment Plan and Project for the TIF District, for the purchase price
set forth in the Agreement ("Purchase Price").
400830_2
G, It is the desire of the Seller to convey the Subject Property to the Village for
the Purchase Price on the terms set forth in the Agreement.
H. It is in the best interest of the Village to acquire the Subject Property, to
ensure that redevelopment within the TIF District continues.
SECTION 2: Based upon the foregoing, the Village President, Village Clerk and
Village Manager, or their designees, be and are hereby authorized and directed to
purchase the Subject Property for the Purchase Price pursuant to the terms and
conditions set forth in the Agreement, subject to changes to the Agreement approved by
the Village Manager, and they are further authorized and directed to execute and deliver
such other instruments, including the Agreement, as may be necessary or convenient to
consummate such purchase.
SECTION 3: This Ordinance shall be in full force and effect from and after its
passage, approval and publication in pamphlet form as provided by law.
ADOPTED this 18th day of September, 2018, pursuant to a roll call vote as follows:
AYES: Grossi, Hatzis, Saccotelli, Zadel
NAYS: None
ABSENT:_Hoefert, Rogers
APPROVED this 181h _day of September, 2018, by the Village President of the
Village of Mount Prospect, and attested by the Village Clerk, on the same day.
Village P ident
APPROVED and FILED in my office this 18th day of September, 2018 and
published in pamphlet form in the Village of Mount Prospect, Cook County, Illinois.
ATTEST:
Villag clerk
4008302 2
EXHIBIT A
REAL ESTATE SALES CONTRACT
(attached)
396489_1
REAL ESTATE SALES CONTRACT
(A) Village of Mount Prospect(ot Nornince) ('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 Exhibvir "A", attached hereto and incorporated licrein lays
reference,("Property),which legal description shad be updated if needed to conform to thequrvvy, consisting
of vacant lots having an area of approximately 11,840 square feet. The final purchase price to be dcrertnaincd
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 11LLC, aillin is limited liability company,(hereinafter referred t() as "`'Seller'"'),.agrees to sell the Property at the price and terms set forth herein, and to c0uvCY Or cause to be conveyed to
Purchaser (or its nomince pursuant to Paragraph 16) tide thcrctO by a recordable special warranty or trustec's,
deed with release of hornestead rights, if any, and a customary bill of sale, subject only to., (a) covenants,
conditions and restrictions of record acceptable to Purchaser, public and utility easements and roads and
highways, Warty, and private casements 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, atoning,, 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 ckiming by,
through or under Purchaser; and (e) matters approved by Pinchaser pursuant: to Patilgraphi 2 and I I 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 detertrdncd herein shall be, deposited with Prentier Title on September 28, 2018 and
Closing on September 28, 2018. Purchaser shall deposit the amount of the purchase price in cscro%v will,
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 2.8, 2018, or such date, as mutually agreed by the
parties pursuant to the provisions herein unless subsequently mutually agreed otherwise, at the office of title
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 Escrow", pursuant to their standard
form of escrow as agreed by the parties for the mutual benefit of the parties.
(1-1) 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, budding, 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 betw"n 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
closing, the parties shall either agree to correct/resolve the violation(s) or either patty 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
(1) A duplicate original of this contract, duly executed, by the Seller, shall be delivered to the Purchaser
within five (5) days farorn 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 (l)
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 exctptions
set .forth. in Paragraph B above (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 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 commitment or plat of survey disclose either unpermitted exceptions or survey matters that
tender the title unmarketable in Purchasces opinion (herein collectively referred to as "survey defects" and
Seller foils to have such exceptions removed from the comraitrnent 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 terminatc this contract upon
written notice to Seller. If .Purchases does not terminate the contract pursuant to this f'orcagrsplr ?,, 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, w2ter and other utility charges,
fuels, prepaid service contracts, general taxes, seemed 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%,s of 2017 Taxes and parties shall reproarate 2018 takes 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 sane, seller shall be
responsible for any tax protest or assessment objection for 2015, The parties shall a;grree to reprorate 2018
taxes on issuance of actual bill. The parties agree that Pwchascr shall have seven (7) businessdaysafter being
provided a copy of said contracts including for tare reductions, to decide in wwtiting whether or not to assume
any of seller`s contracts. 'Purchaser shall not assume any of seller's employment obligations. ,Seller shall pay
time amount of any starnp 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 tars declaration
both to be signed by the Purchaser. Seller shall also shall furnish any declaration requixed 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 wvhom each ordinance places responsibility therefor. If such ordinance does not so plane
responsibility, the tax shall be paid by Seller. Seller shall comply with any local, county or state watercertification requirements and r tration requirements, inspection or zoning requirements imposed on
sellers of real estate in 1"slt. 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.
51 In case of default by either Seller of purchaser, parties shall retain an their respective rights and
remedies, including the tight of specific performance. The prevailing party shall be entitled to in award of
Attorney fees and costs,
6„ This sale shall be closed through an escrow with title company, in accordance wich the ganerai
provisions of the usual, form of Deed and Money F-Scrmv Agreement then in, use bytide company, with such,
special provisions inserted in the escrow agreement as may be required to Conform with this COntr2CL 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 sh-all be divided equally
between Seller and Purchaser.
Time is of the essence of this contract.
S. All notices beteinrequired shall be in writing arid shall be served via personal delivery or nationally
recognized overnight Courier on the parti4s, or their attorneys, At the addresses following their,
slgnatutlels.
Notices by facsimile transmission or email are sufficient and facsirnde tmnsrru ssion shall be effective on the
date of facsimile transmission if sent dtaing 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,
9Seller 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 Wee that the disclosute requirements of the Illinois Responsible Prop"
Transfer Act do not apply to the transfer contemplated by this contract
It. There is no due diligence period nor is there any financing contingencies. This Contract is subiect 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 sh:LU beat soft 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
zOrli"S, violA d on a cn code violation, If 0 ny noriCeS are rCCe've Prior to clos
csnccl the contract puzsuanr to Paragraph H hereof, ing,, Purchaser shall have right CO
14- Both parties hereto shall cooperate with each other in accomplishing a Tax Deferred Exchange
including the execlAtion of documents to facilitate said exchange. All costs of each exchange sha 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,
17. Each parry represents and warrants to the other that it has requisite authority to execute this contract
and comply with the teras, provisions and obligations thereof.
18. The parties shall execute and provide all documents customarily required by the tide company,
including but not Urnited 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 hexeof, and the same may not be amended, modified or discharged nor may any of its terms be waived
except by an instrument is writing signed by the parry to be bound thereby.
241. Seller has full capacity, right, power and authority to execute, deliver and perform this Agreement and
alldocuments to be executed by Seder pursuant hereto,, and all required action and approvals therefor have
been duly taken and obtained. The individuals signing this Agrcenient and all other documentsexecuted or
to be executed Pursuant hereto on behalf of Seller are and shall be duly authorised to sign the same on Seller's
behalf and to bind Sena thereto.
21. Purchaser has Etat[ 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 Pmarhaser 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 vas 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. Purch "s ol:ligations and performance under this contract shall only be in effect if the "Developer",
as defined in the Redevelopment Agreernent for 20 WEST Development comprising a part of the Prospect
and Main TIP District of the Village of Mount Prospect, Illinois, (""RISA") is in compliance with aril 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, time dates for : (i) payment of time purchase
price to be deposited with preenuer Tide:, (ii) for purchase of Seller's Membership Interest and ( for the
closing, shall! be extended to a date agreed upon by the parties, which shall be no sooner that twenty -orae (21)
days after the later of the date the title commitment for the Property insures over the private alley and the
ALTA survey includes the private alley.
[Signatute Page to Follow]
Dated: September -2,0—, 2018.
PURCHASER:
Village of Mount Prospect
By_rl
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: Icmabna@kglaw.com
Date Accepted: September _ 2013.
SELLER:
HB PROSPECT II„ LLC, an Illinois
limited liability company
Attorney: Da&el R. Ansani
Ansani & Ansani, P.C.
1411 W. Peterson Ave., #202
Park Ridge, IL 60068
847-823-4600
Fax: 847-823-6811
email: snsanilaw@aol.cotn
EMBIT u S u
P tmaneut Index Number(s): M12 -102,060 -MO, 08-12-147-003.0008, M12-1074044)000,
08-; 107.020.0000, and 08-11 -107-018.0000