HomeMy WebLinkAboutOrd 6500 01/21/2020 Authorizing a Real Estated Sales Contract 15, 19, 22 West Busse and 108-110 South Main StORDINANCE NO. 6500
AN ORDINANCE AUTHORIZING A REAL ESTATE SALES CONTRACT
15 19 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 Stateof Illinois.
B. The State of Illinois has adopted tax increment financing pursuant to the
Tax Increment Allocation Redevelopment Act, 65 ILCS 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").
4008302 1
G. A prior Agreement approved by Ordinance No. 6408 was not able to close
due to unforeseen title issues and this Agreement is to replace it.
H. 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.
I. 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: Ordinance No. 6408 is hereby repealed.
SECTION 4: 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 day of January, 2020, pursuant to a roll call vote as follows:
AYES: Hatzis, Hoefert, Rogers, Saccotelli, Zadel
NAYS: None
ABSENT: Grossi
APPROVED this 21St day of January 2020, by the Village President of the Village
of Mount Prospect, and attested by the Village Clerk, on the same day.
Village Pre ent
APPROVED and FILED in my office this 21St day of January, 2020 and
published in pamphlet form in the Village of Mount Prospect, Cook County, Illinois.
ATTEST:
0. a'&_ _.. ."
_'Ize't Villag Clerk
400830_2 2
REAL ESTATE SALES CONTRACT
(A.) Village of Mount Prospector Nornince) ("Purchaser") agrees to purchase at a price of One Million
Three Hundred Thousand and No/100 ($1,300,000.00) Dollars on the terms set forth herein, the real estate
commonly known as 15, 19, 22 W. BUSSE AVENUE, and 108-110 S. MAIN STRE ET, MT. PROSPECT,
ILLINOIS 60056 and legally described on Exhibit "A", attached hereto and incorporated herein by reference
(the "Real Property"), and assigning any and all interest in the PRIVATE ALLEY legally described on Exhibit
"A", attached hereto and incorporated herein by reference, (the "Alley" ),which legal description shall be updated
if needed to conform to the Survey (defined below), consisting of vacant lots (and the Alley) having an area of
approximately 11,703 square feet. The purchase price shall be comprised of $1,180,000 for the real estate
acquisition, and an additional $120,000 for: (1) reimbursement for site clearing work to be performed by the
Seller prior to closing; (2) acquisition of legal rights in pending litigation; and (3) acquisition of any and all
interest in the Private Alley.
12-107-020-0000, and 08-12-107-018-0000.
(B) HB PROSPECT 11, LLC, an Illinois limited liability company, (hereinafter referred to as "Seller")
agrees to sell the Real Property at the price and tern -is 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
decd with release of homestead 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 casements and roads and
highways, if any, and private casements of record (so long as they do not interfere with the current. use of the
Real 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 tl-iosc claiming by, through or under.
Purchaser; and (c) 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,and the Closing shall occur
onJ-anmaxy2l-� Q, i. 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 Real Property on Unwary
272020.
(D) Seller shall provide and Purchaser shall accept that certain ALTA survey dated August 28, 2018 prepared
by Wolf Pack Consulting, LLC (the "Survey").
(E) The time of closing shall be on or before Q, 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
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(F) Purchaser and Seller certify there are no real estate brokers involve in this Premises transaction,
(Cl) 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
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 patties shall have no further rights or obligations hereunder except Purchaser's indemnification obligations
set forth in Paragraph 24 hereof,
(1) 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 cat -nest money shall be refunded to the Purchaser.
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 Prernier Title Insurance Company (the "'Fide
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 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 be responsible to provide Purchaser extended
coverage.
2. If the title commitment or 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 written
notice of the same is delivered to Seller by January 6, 2020 and Seller falls 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 on or prior to the Closing
Date. If Purchaser does not notify Seller or terminate the contract pursuant to this Paragraph 2, all unpermitted
exceptions and survey defects shall be deemed approved by Purchaser and title to the Real Property shall be
c(,)nvcvcd subiect to such exccptioris and defects.
1 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 2018 Taxes. Seller shall retain rights to any prior years refund. The parties shall agree to reprorate
2019 taxes on issuance of actual bill. 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
(PTAH -203) and Cook County transfer tax declaration both to be signed by the Purchaser. Seller shall also
shall furnish any declaration required 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,
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 reasonable Attorney
fees and costs.
6, Phis sale shall be closed through an escrow with 'fide Company, in accordance with the general
provisions of the usual form of Deed and Money Escrow Agreement then in u.sc byTit1c 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
deliver), 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.
T Time is of the essence of this contract,
& 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 then- signatures, Notices
by facsirnile 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 psn., otherwise
notice: shall be effective next business day, hrriail 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 exernpt 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 Transfcr
Act do not apply to the transfer contemplated by this contract.
IL There is no due diligence period nor is there any financing contingencies
12,M.) lvases, renewals, op"'ons or tenancies shall 1�w enteled inlo prior to cjosing�Thc Real 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
zoning, violations or code violation. If any notices are receive prior to closing, Purchaser shall have tight 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 Real Property in its current
state.
16. Purcl.-iaser shall have right to take title to the Real Property in a corporation, limited liability company, or
trust to be created or assigned to an existing entity,
17. Hach 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 party to be bound thereby,
20. Seller has full capacity, right, power and authority to execute, deliver arid perform this Agreement and all
docurnents to be executed by Seller pursuant hereto, and all required action and approvals therefor have been duly
taken and obtained. TI -re individuals signing tivs Agrecrticrit and all. other docurnents 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 arc 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" cxccpt that the. Real Property shall. be in same condition at.
closing as it was on the date of contract execution, normal wear and tear excepted.
23. Intentionally Deleted,
24, EAcept for gross negligence or willful misconduct of tl-ie Seller, the Purchaser agrees to indemnify the
Seller, and its members, managers and agents, and further agrees to hold the aforesaid parties harmless frorn
any claims, demands, suits, costs, cXPCrISCS (including reasonable attorney's fees), actions or other proceedings
whatsoever in connection with the lawsuit pending in the Circuit Court of Cook County involving Purchaser
and Seller entitled 1-113 Prwpecf 11, LLC' acid /he Village ofjUt, Profl)ecl P. 1heJA4'-I Trust, Case No. 2019 CH 01762
(the "Pendifil'), Lidgation"), arisinj,', or purpor(colty wis4ig from ihc, actions of inac6ons of'eller (orifr�other
Persons acting on their behalf or under its direction or control). The forcgoing indemnity shall survive the Closing,
25. As to the Alley that is currently owned by thcJMI Trust that is the subject of the Pending Litigation, and
is a parr of the Pills 08-12--107-003-0000, 08-12-107-004-0000, 08-12-107-020-0000 that are a part of this
transaction, Seller agrees to convey and assign any and all rights, obligations, or permissions that it may have in the
Pending Litigation to the extent permitted by law and in the Alley to Purchaser,
26, Seller to clear all Subject Property of equipment, structures and debris prior to closing,
27. After Closing, Purchaser agrees to assert all ownership interest currently possessed by the Purchaser and
Seller over the Alley that is the subject to of the Pending Litigation. The Seller agrees to assign all rights it may
have under law to the Purchaser in the Pending Litigation. After the closing, the Purchaser shall be the sole
party -plaintiff to quiet title or take other actions to obtain the Alley in the Pending Litigation, Purchaser agrees
to file an amended complaint in the Pending Litigation removing or dismissing the Seller as a party --plaintiff
and asserting sole ownership interest over the entire Alley.
[Signature Page to Follow]
') 2
Dated
fI(jRC,H.ASf,',R:
Village of Moutit Ptc.),spect-
50 S. Fmcrsorl St,
Mourit Prospcct, Elimis 60056
Attovmcy: Lance C. Malina
Kleiii, Ilioqw e7jetilidtis, Lxd,
20 N. Wacker D.tive #1660
Chicago, IL 60606
312-984-6400
axe 312-984-6444
.. .. is ........rsa.
2
SP.'ILER:
HB PROSPECT IT, LLC, an Iffiviois
litnited liability Compatly.
BY
do Pelican Associates Corporation
4 100 S. Emerald
Chicago, 11, 60609
parick C. Tw.-ne.r
maurides Law
33.'M LaSaHc St, Suite 1910
Chicago, IL 60602
312-332-6500
Fax 4312 332-5666
���1[C�IiIIa1
PARCEL 1:
THAT PART OF LOT 1 LYING WEST OF A LINE DRAWN FROM THE NORTHWEST CORNER OF SAID LOT
TO A POINT IN THE SOUTH LINE OF SAID LOT 1 THAT IS 3 1/4 INCHES EAST OF THE SOUTHWEST
CORNER OF SAID LOT; AND LOT 2 IN JOHN MEYN'S SUBDIVISION OF PART OF BLOCK 16 OF MOUNT
PROSPECT IN THE WEST 1/2 OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD
PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
C/K/A: 15 WEST BUSSE AVENUE, MOUNT PROSPECT, IL 60056
PARCEL 2:
LOT 3 IN JOHN MEYN'S SUBDIVISION OF PART OF BLOCK 16 OF MOUNT PROSPECT IN THE WEST 112
OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK
COUNTY, ILLINOIS.
C/K/A: 19 WEST BUSSE AVENUE MOUNT PROSPECT, IL 60056
PARCEL 3:
THE WEST 30.50 FEET OF THE EAST 60.00 FEET, (EXCEPT THE NORTH 100.00 FEET THEREOF) OF LOT
2, BLOCK 3 IN BUSSE AND WILLES RESUBDIVISION IN MOUNT PROSPECT, IN THE WEST HALF OF
SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN (EXCEPT
THAT PART THEREOF LYING SOUTH OF THE NORTH LINE OF BUSSE AVENUE, AS DEDICATED BY
DOCUMENT NO. 342070), ALL IN COOK COUNTY ILLINOIS. EXCEPT THE FOLLOWING: THAT PART OF
THE EAST 60 FEET (EXCEPT THE NORTH 100 FEET AND EXCEPT THAT PART DEDICATED BY BUSSE
AVENUE) OF LOT 2 IN BLOCK 3 IN BUSSE AND WILLES RESUBDIVISION OF MOUNT PROSPECT IN
SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED
AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF THE NORTH 100 FEET OF
SAID LOT 2 AND THE WEST LINE OF THE EAST 60 FEET OF SAID LOT 2; THENCE SOUTH 88 DEGREES
23 MINUTES 49 SECONDS, EAST, ALONG SAID SOUTH LINE, 35.01 FEET; THENCE SOUTH 00 DEGREES
06 MINUTES 44 SECONDS, WEST, PARALLEL WITH SAID WEST LINE, 20.10 FEET; THENCE SOUTH 89
DEGREES 35 MINUTES 57 SECONDS, WEST 35.00 FEET TO SAID WEST LINE; THENCE NORTH 00
DEGREES 06 MINUTES 44 SECONDS EAST, ALONG SAID WEST LINE, 21.32 FEET TO THE POINT OF
BEGINNING, ALL IN COOK COUNTY ILLINOIS.
C/K/A: 22 WEST BUSSE AVENUE, MOUNT PROSPECT, IL 60056
PARCEL 4:
LOT 1 IN KELJIK'S RESUBDIVISION IN MOUNT PROSPECT, BEING A RESUBDIVISION OF THE EAST 50
FEET OF BLOCK 16, EXCEPT THE NORTH 59.29 FEET THEREOF, IN MOUNT PROSPECT, A SUBDIVISION
IN THE NORTHWEST 1/4 OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD
PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
C/K/A: 108-110 SOUTH MAIN STREET, MOUNT PROSPECT, IL 60056
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.
no