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HomeMy WebLinkAboutOrd 4905 01/06/1998 ORDINANCE NO. 4905 AN ORDINANCE AUTHORIZING THE EXECUTION OF A REAL ESTATE PURCHASE CONTRACT TO ACQUIRE A PORTION OF DISTRICT NO. 1 REDEVELOPMENT PROJECT AREA IN THE VILLAGE OF MOUNT PROSPECT, ILLINOIS Passed and approved by the President and Board of Trustees the 6th day of January , 1998 Published in pamphlet form by authority of the corporate authorities of the Village of Mount Prospect, Illinois, the 6th .dayof January ,1998. ORDINANCE NO. 4905 AN ORDINANCE AUTHORIZING THE EXECUTION OF A REAL ESTATE PURCHASE CONTRACT TO ACQUIRE A PORTION OF DISTRICT NO. 1 REDEVELOPMENT PROJECT AREA IN THE VILLAGE OF MOUNT PROSPECT, ILLINOIS WHEREAS, the Village of Mount Prospect is a municipality which exercises authority pursuant to Chapter 65, Act 5, Section 11-74-4-1 et seq. of the Illinois Municipal Code as set forth in the Illinois Compiled Statutes, known as the "Tax Increment Allocation Redevelopment Act"; and WHEREAS, the President and Board of Trustees of the Village of Mount Prospect did adopt Ordinance No. 4898 entitled "An Ordinance Authorizing the Acquisition of Certain Real Property for the District No. 1 Redevelopment Project Area in the Village of Mount Prospect, Illinois"; and WHEREAS, a Real Estate Purchase Contract (the "Contract") has heratofora been submitted to the Village of Mount Prospect with regard to a portion of the District No. 1 Redevelopment Project Area"; and WHEREAS, the President and Board of Trustees of the Village of Mount Prospect have reviewed the Contract in substantially the same form and materially similar to Exhibit "A" which is attached hereto and made a part hereof and find that the Contract is in the best interests of the Village of Mount Prospect and finds that the Contract is in furtherance of the goals, objectives and purposes of the District No. 1 Redevelopment Project Area; and WHEREAS, pursuant to the provisions of Chapter 65, Act 5, Section 11-74.4-4(c) of the Illinois Municipal Code as set forth in the Illinois Compiled Statutes, the Village of Mount Prospect is authorized to acquire property, real or personal, within the District No. 1 Redevelopment Project Area by purchase, donation, lease or eminent domain for the purposes of implementing said redevelopment project. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That it is hereby determined that it is necessary, proper and desirable that the Village of Mount Prospect acquire title to and possession of the real property being the subject of the Real Estate Purchase Contract, which is to be in Authorize Execution Page 2 of 2 substantially the same form and materially similar to Exhibit "A" which is attached hereto and made a part hereof. SECTION TWO: That having determined that said Contract is in the best interests of the Village of Mount Prospect and find that the Contract is in furtherance of the goals, objectives and purposes of the District No.1 Redevelopment Project Area, the Village President and Village Clerk are hereby authorized to execute the Real Estate Purchase Contract. SECTION THREE: That the Village President, Board of Trustees, Village Clerk, Village Manager, Village Attorney, Special Attorneys, officers and employees are hereby empowered to perform any act necessary to implement, carry out and give effect to the terms and provisions of said Contract. SECTION FOUR: 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: Hoefert, Lohrstorfer, Nocchi, Wilks, Farley NAYS: C1 owes ABSENT: Corcoran PASSED and APPROVED this 6th dayof January , 1998. V'll P' 'd t 7 ATTEST: Carol A. Fields Village Clerk Village of Mount Prospect Mount Prospect, Illinois INTEROFFICE MEMORANDUM TO: VILLAGE CLERK CAROL FIELDS FROM: VILLAGE MANAGER DATE: MARCH 4, 1998 SUBJECT: REAL ESTATE PURCHASE CONTRACT TWO-TEN EAST NORTHWEST HIGHWAY Attached please find a fully executed copy of the Real Estate Agreement between the Village of Mount Prospect and Heather and Michael Francek. This Contract was entered into pursuant to authority given by Ordinance #4905 adopted on January 12, 1998. Please file appropriately. Closing documents and eventually a recorded Deed will be provided once the deal is closed. M EJ/rcc attachment ~ ' ~ FRANCE~'~0 9 8 / CONTRACT S /~ REAL ESTATE PURCHASE COBT~ACT VILLAGE OF MOUNT PROSPECT ( "Purchaser" ) I FRANCEK/~''~98 / CONTRACTS REAL ESTATE PURCHASE COR'r~ACT "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"), those real properties and the improvements located thereon situated in the Village of Mount Prospect, County of Cook, State of Illinois, the common addresses and the legal description of which are set forth on Exhibit A attached hereto and made a part hereof by reference (individually referred to as "Parcel" and collectively referred to herein as the "Property"). 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 Price: 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 FOUR HUNDRED NINETY-FIVE THOUSAND DOT~.ARS ($495,000.00). 3. Payment of Purchase Price: Seller shall deliver to Purchaser four (4) original counterparts of this Contract executed by Seller. Within seven (7) 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 Village of Mount Prospect funds upon the closing of this transaction (the "Closing") and the Closing shall occur within forty-two (42) days of the Effective Date or such other date as the parties may agree. 4. Possession: Possession of the Property shall be delivered to Purchaser on the Closing Date. Purchaser shall take possession of that portion of the Property and Parcel or Parcels subject only to those existing lease(s) for that Parcel as identified on Exhibit B attached hereto and made a part hereof by reference. After the Closing, Purchaser shall receive the rent payments under the lease(s) and such rent payments made shall be paid to the Purchaser until the existing lease term(s) terminate(s). 5. Conveyance and Closinq: Seller shall convey to Purchaser or its nominee 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 1 FRANCEK ~'~98 / CONTRACTS Contract. Such title shall be free and clear of all encumbrances whatsoever, except those hereinafter permitted and identified on Exhibit C 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 fees shall be paid by Purchaser. All State, County and Village transfer stamps, if any, shall be paid by Purchaser. This transaction may be closed with a "New York Style" Closing. 6. Permitted ExceDtions and Condition of Title: The term "Permitted Exceptions" as used herein shall include the following: (1) real estate taxes for the year 1997 and 1998 and (2) easements for public utilities and (3) those matters identified on Exhibit C. 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 1997 and 1998 shall be prorated as of said date on the basis of 100% of the most recent ascertainable taxes. 8. Survey: Purchaser, at its own expense, may secure a current plat of survey of the Property showing the location of all improvements and easements within the respective lot lines of the Property, made and so certified by the surveyor as having been made in compliance with the Illinois Land Survey Standards. 2 FRANCEK~.9 8 / CONTRACTS 9. Obliqations of Seller: Seller covenants and agrees with Purchaser that from the Effective Date until Closing or earlier termination of this Contract, Seller shall: A. Advise Purchaser promptly of any litigation, arbitration, or administrative hearing before 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 operation, management and all maintenance, repairs and replacement pertaining to the Property which are necessary for the efficient maintenance and upkeep of the Property to the date of Closing excepting herefrom the Parcels commonly known as 2 and 4 East Northwest Highway, Mount Prospect, Illinois. 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 except as to the Parcel(s) identified on Exhibit B. 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, except as to Parcel(s) identified on Exhibit B, to Purchaser, including but not limited to filing Forcible Entry and Detainer actions for possession of a Parcel or Parcels. Prior to Closing, Purchaser shall notify Seller in writing of Purchaser's election to have Seller undertake a Forcible Entry and Detaining action to secure possession of a Parcel .... * : or Parcels. ~ .... ~f--=~ ~l~archascr Rs t~ t~ TM .... ~ Big ..... ~, FIVE THOUSAND DOLLD~c ($~,nnn nn) ..... "~ unti~ ' ~ ..... , ~u~h Li~e as po~m==slcn cf ~- ~ J~u=l~d to Furcnaser. Any 3 , FRANCEK//''%98/CONTRACTS ~ ~ w4th_reg~r~ tn Parcel 19 ~. ~crth'~e~t High~n~. 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 commission based upon the 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 upon the actions of Purchaser, then Purchaser shall 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. Notices: Ail notices and other communications hereunder shall be in writing and shall be delivered personally against receipt or shall be sent by registered 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 Clerk 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 FRANCEK~"~998/CONTRACTS As to Seller: With a Copy to: Barry Collins, Esq. Tuttle, Vedrol, Collins & Erickson P.C. 733 Lee Street Suite 210 Des Plaines, 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. 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. Governinq Law: The laws of the State of Illinois shall govern the validity, construction, enforcement and interpretation of this Contract. 16. Multiple Counterparts: 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. Entire Aqreement: This Contract embodies the entire agreement of the parties in respect of the transaction herein contemplated, superseding all prior agreements whether oral or written. Any amendments hereto 5 FRAN CEK/~'~98 / CONTRACTS shall be in writing and executed by the parties hereto. 19. Non-Business Days: If the date of Closing or the date for delivery of a notice or performance of some other obligation of Seller or 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. Transaction Under 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 the Property by eminent 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. Personal Property: Seller shall remove all personal property from the Property prior to tendering possession to Purchaser. 22. Nonliability of Villaqe Officials and Employees: 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. 23. Environmental: With regard to the environmental condition of the Property, Seller and Purchaser agree as follows: A. Within thirty (30) days of the Effective Date, Purchaser may 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 one or more of the Parcels of the Property that is unacceptable to the Purchaser, in Purchaser's sole discretion, then within seven (7) days of Purchaser's receipt of the environmental assessment, Purchaser shall notify Seller in writing of the 6 FP~AN C EK~ 98 / CONTRACT S ~ environmental condition and Purchaser shall have the right to terminate this Contract and 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, that 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 assessment of 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, except under the following circumstances: (i) 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 23 shall survive the Closing for a period of two (2) years. E. "Environmental Condition" shall mean (1) a release or threat of release of hazardous 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. [SIGNATURES APPEAR ON FOLLOWING PAGE] . FRANCEK~''~,9 8 / CONTRACTS IN WITNESS WHEREOF, the parties hereto have, by their duly aut~q~zed representatives~ executed this Contract as PURCHASER: VILLAGE OF MOUNT PROSPECT, a municipal Its: Village Clerk 8 RANCE~/'~98/CONTRACTS ~ IN WITNESS WHEREOF, the parties hereto have, by their duly authorized representative~, executed this Contract as of this ~/~ day of ~/~ , 1998. PURCHASER: ~l~s: P~esident ~ ' f / Its: Village Clerk SELLER: ,, FRANCEK/~'~%9 8 / CONTRACTS LIST OF EXHIBITS EXHIBIT A Legal Descriptions and Common Addresses EXHIBIT B Parcel Leases EXHIBIT C Permitted Exceptions EXHIBIT A LEGAL DESCRIPTION THE EAST 11 FEET DS FfEASURED ON NORTH LINT OF LOT 10 IN BLOCK 15 (EXCEPT THE NORTH 42 FEET OF SAID LOT 10) ALSO ¥~ST 28 FEET AS MEASUP~D ON NORTH LINE OF LOT 9 IN BLOCK 15 (EXCEPT THE NORTH 42 FEET OF SAID LOT 9) ALL LOCATED IN MT. PROSPECT A SLrBDtVISION OF THE NORTHWEST 1/4 OF SECTION 12, TOWNSHIP 41 NORTH,. RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTy, ILLINOIS (PIN 08-12-108-028) ALSO THE WEST 8 1/2 FEET OF LOT 9 {EXCEPT THE NORTH 23 FEET THEREOF ~ASURED ON THE WEST LINE OF SAID LOT) 3~N/D THE EAST 26.5 FEET OF LOT 10 (EXCEPT THE NORTH 70 FEET THEREOF) IN BLOCK 13 IN BUSSE A_ND WILLIE'S RESUBDIVISION IN MOUNT PROSPECT IN THE WEST 1/2 OF SECTION 12, TOWNSHIP 41 NORTH, RA/~GE 11, EAST OF THE THIRD PRINCIPAL ~RIDIAN, IN COOK COUNTY, ILLINOIS, ACCORDING TO THE PLAT OF SAID RESUBDIVISION RECORDED PL~d~CH 31, 1906, AS DOC~4~N~ NU~dBER 3839591, IN BOOK 92 OF PLATS PAGE 10, IN COOK COU1TTY, ILLINOIS. (PIN 08-12-108-035) ALSO THE WEST 22 FEET OF LOT 8 (EXCEPT THE NORTH 42 FEET THEREOF) THAT PART OF LOT 9 (EXCEPT THE NORTH 42 FEET THEREOF) LYING EAST OF THE WEST 28 FEET OF SAID LOT ALL IN BLOCK 15 IN MT. PROSPECT SUBDIVISION OF P~T OF THE NORTHWEST 1/4 NORTH OF RAILROAD IN THE NORTHEAST 1/4 OF SECTION 12, TOWt~SHIP 41 NORTH, P~A~NGE 11 EAST OF THE THIRD PRINCIPAL p~RIDIAN, IN COOK COUntY, ILLINOIS (PIN 08-i2-108-034) ALSO THE WEST 40 FEET (AS PEEASURED ON THE NORTH LINE) OF LOT 10 (EXCEPT THE NORTH 42 FEET THEREOF) IN BLOCK 15 IN MT. PROSPECT A SUBDIVISION OF P.~RT OF THE NORTHWEST 1/4 NORTH OF P~AILROAD IN NORTHEAST 1/4 OF SECTION 12, TO%~SHIP 41 NORTH, R3LNGE 11 EAST OF THE THIP~ PRINCIPAL ~RIDIAN, IN COOK COLINTY, ILLINOIS. (PiN 08-12-108-025) PAGE A2 SCC 11/18/97 11:47:37 EXHIBIT B LEASES - POSSESSION SUBJECT TO Lease for space commonly known as 6A Northwest Highway, Mount Prospect, Illinois Tenant - Keller Orthodics Lease Termination Date - March 31, 1999 Lease commonly known as 6B Northwest Highway, Mount Prospect, I1 60056 Tenant: Holy Family Hospital Lease Termination Date: Month to Month beginning February 1, 1998. EXHIBIT C PERMITTED EXCEPTIONS 1. Unpaid real estate taxes for the years 1997 and 1998 not yet due or payable. 2. Covenants and restrictions contained in the warranty deed from John F. Hoehling to Ella H. Burda dated April 13, 1945 and filed April 25, 1945 as LR1049584 relating to the character of buildings to be erected on the land.