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2003-035• • 1 1. - • • 04/25/0; ORDINANCE NO. 2003- 35 AN ORDINANCE DIRECTING THE SALE OF REAL ESTATE LOCATED AT BUSCH AND DEERFIELD PARKWAY WHEREAS, the Village of Buffalo Grove is a Home Rule Unit pursuant to the Illinois Constitution of 1970; WHEREAS, the Village has received an offer to purchase, entitled "nom ! 'state Sale Contract ", from I -57 McKinley Limited Partnership to purchase Village owned real property located at the southeast corner of Busch Parkway and Deerfield Parkway, which Real Estate Sale Contract is attached hereto and made a part hereof as Exhibit "A". NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, LAKE AND COOK COUNTIES, ILLINOIS, as follows: Section One: That the foregoing WHEREAS clauses are hereby made a part hereof and incorporated herein. Section Two: That the Corporate Authorities of the Village of Buffalo Grove are of the opinion and find that the Village owned real estate described in the attached Exhibit "A" ("Subject Property") is vacant land and is no longer necessary or appropriate, required for the use of , profitable to or for the best interests of the Village of Buffalo Grove. Section Three: That the Corporate Authorities hereby find and determine that acceptance of said Real Estate Sale Contract is in the best interests of the Village and that the Village President and Village Clerk are hereby authorized and directed to execute same. Section Four: That the Subject Property shall be sold pursuant to this ordinance and the Village's home rule power and authority and not pursuant to Illinois statutes. Section Five:_ That the Village President, Village Clerk and Village Attorney are hereby authorized and directed to take such action and execute such documents as are necessary to effectuate the sale of the Subject Property. Section Six: This ordinance shall be in full force and effect from and after its passage and approval by three - fourths of the Corporate Authorities then holding office. This ordinance shall not be codified. AYES: 6 - Braiman, Glover, Berman, Johnson, Kahn, Trilling NAYS: 0 - None ABSENT: 0 - None PASSED this 5th day of May , 2003. APPROVED this 5th day of May , 2003. H: 1L .EGAL\MorganRealtyOrd4- 30- 03.doc CHICAGO TITLE INSURANCE COMPANY, ILLINOIS FORM 13- Real Estate Sales Contract 1. I -57 MCKINLEY LIMITED PARTNERSHIP (Purchaser) agrees to purchase at a price of approximately $420,684.00* on the terms set forth herein. the following described real estate in Buffalo Grove. Illinois: Parcels B, C, D, and E as depicted on Exhibit "A" hereto (the "Property.") Legal description shall be determined pursuant to Survey and attached hereto as Exhibit "A -1 ". *The purchase price is $6.00 per square foot, with the actual amount of the purchase price being determined on the basis of the square footage of the Property determined by the surveyor and noted on the Survey multiplied by $6.00. «hich is an irregularly shaped parcel of land containing approximately+ 70,114 square feet located at Busch and Deerfield Parxway in Buffalo Grove, Illinois and with approximate lot dimensions as per survey. tagethoF •• ith the fellswiiie _ ^" ^ ° " ° ^''"' ^ " °' "" theFeeF _, VILLAGE OF BUFFALO GROVE (Seller) agrees to sell the real estate and the property described above, if any, at the price and terms set forth herein, and to convey or cause to be conveyed to Purchaser or nominee title thereto by a recordable warranty deed as to Parcel B and a Plat of Vacation as to Parcels C, D. and E, with release of homestead rights, if any.. and a proper bill of sale, subject only to the following permitted exceptions, (a) recorded public and utility easements and a reservation of easement for all existing utilities; (b) covenants, conditions and restrictions of record. I- °o AY" OF AddiOOfial WIPr0V8FReFkiS derin_ the year(S) - ° ^d'° =. Purchaser shall pay $50,000.00 within two (2) business day after the execution of this Agreement by Seller (the "Acceptance Date ") 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. (a) The paymelq� 4 absaa P Af th* riim , ' ` ms rfepared b and identified as Mss ** " "" ' t c (* *W a gehadule 13 is Rot aaaeked and !he blafilts R+8 Hat i;llad an, the Rete shall be S@Gufed by a tFust deed, and the note and Wdst deed shall w ' 4. The time of closing shall be ten (10) days after the expiration of the Inspection Period (as hereinafter defined), unless subsequently mutually agreed otherwise, at the office of Chicago Title Insurance Company, 171 N. Clark Street, Chicago, Illinois, provided title is shown to be good or is accepted by Purchaser. In no event shall the time of closing be later than June 30, 2003. , The earnest money shall be held by Chicago Title Insurance Company (the "Title Company ") for the mutual benefit of the parties in an interest hearing account, pursuant to the Title Company's strict joint order escrow instructions which are attached hereto as Exhibit "B" and incorporated herein bx this reference. V.BIEDERMAN532345.1 0 r 8. Seller warrants that Seller have received no written notices from any city, village or other governmental authori4 of zoning. building, lire or health code violations in respect to the real estate that have not been heretofore corrected. .. . . . - .. . .. .. . .. ... .. ._ I ` This contract is subject to the Conditions and Stipulations set forth on the back page hereof. which Conditions and Stipulations are made a part of this contract. Purchaser: I -57 MCKINLEY LIMITED PARTNERSHIP By: Morgan Westmont Corp. By; Dated: Seller: VILLAGE OF BUFFALO GROVE Date of Acceptance: � U' 0 *Form normally used for sale of property improved \ \'B IEDERMAN532345.1 Address: 825 N. Cass Avenue Suite 313 Westmont, Illinois 60559 Address: 50 Raupp Boulevard Buffalo Grove, Illinois 60089 -2196 multi - family structures of five or more units or of commercial or industrial properties. w 0 . • • CONDITIONS AND STIPULATIONS (� 0% ..F ♦l.e «...`� . o..� ., �an.a:.,nl�l.a ruder, T All FFS R-FA- 4HR.1 1.1111ASS Bth@FWiSe ffeVid0d haHiH. Existing leases and assigRAW inswanes palieies, if any, shall then big assigl4adta Puf:914asefr Seller shall pay (unless the transfer is an exempt transaction)the amount of any stamp tax imposed by State law on the transfer of the title, and shall furnish a completed Real Estate Transfer Declaration signed by tllg Seller or the Seller's agent in the form required pursuant to state law and shall furnish any declaration signed by the Seller or the Seller's agent or meet other requirements as established by any local ordinance with regard to a transfer or transaction tax: such tax required by local ordinance shall be paid (unless the transfer is an exempt transaction) by the party upon whom such ordinance places responsibility therefor. If such ordinance does not so place responsibility, the tax shall be paid by the (Purchaser) (Seller). (Strike one.) =. If this contract is terminated without Purchaser's fault, the earnest money shall be returned to the Purchaser, but if the termination is caused by the Purchaser's fault, then upon notice to the Purchaser, the earnest more shall be'retained by Seller a ` aHy, to be f i d- c4 as liquidated damages, as Seller's sole remedy. , This sale shall be closed through an escrow with Chicago Title and Trust Company, in accordance with the general provisions of the usual form of Deed and Money Escrow Aereement then in use by Chicago Title and Trust 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 shall be paid by Purchaser. (Strike paragraph if inapplicable.) \VR TEDFRMAN532345.1 * , . • • 5. Time is of the essence of this contract. Alternative 1: Seller represents that he 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 the Exemption Certification set forth in said Section. RBIEDERMAN532345.1 EXHIBIT A - DEERFIELD & BUSCH PARKWAY PARCELS ;y Site 100 0 200 O B. Remnant of PIN # 15-27- 304 -002; 21,883 square feet per survey dated November 8, 1999 50 R C. R.O.W. Parcel - Corporate Grove Drive (To Be Vacated); 22,029 square feet per survey dated November 8, 'i999 T D. R.O.W. Parcel - Deerfield Parkway, East of Centerline (To Be Vacated) H E. R.O.W. Parcel - Deerfield Parkway, West of Centerline (To Be Vacated) [approx. 25,275 square feet per survey dated November 8, 1999, Prepared by the Village of Buffalo Grove — Division of Planning Services, 4125103 f 71 i BUSCH PKWY Avow DEERFIELD 900 Line of Lot 4 ��� 920 0 • * 0 - .. 0 * RIDER TO REAL ESTATE SALES CONTRACT BETWEEN I -57 McKINLEY LIMITED PARTNERSHIP ( "PURCHASER ") AND VILLAGE OF BUFFALO GROVE ( "SELLER ") FOR THE PROPERTY CONSISTING OF APPROXIMATELY 709114 SQUARE FEET LOCATED AT BUSCH AND DEERFIELD PARKWAY, BUFFALO GROVE, ILLINOIS (THE "PROPERTY ") R -1. Inspection Period. Purchaser and Purchaser's agents shall be afforded a period of thirty (30) days commencing on the Acceptance Date (the "Inspection Period ") for Purchaser to satisfy itself, in the sole exercise of its discretion, as to the physical condition of the Property and the feasibility of ownership and development. Such determination by Purchaser, which shall be undertaken at Purchaser's sole cost and expense, may include conducting soil tests and borings. During the Inspection Period, Purchaser shall have the right to enter upon the Property and conduct such tests and inspections at and upon the Property as Purchaser requires. Purchaser shall indemnify and hold Seller harmless from and against any and all costs, liabilities and damages resulting from or caused by the negligent or wilful acts or omissions of Purchaser or Purchaser's agents in entering upon the Property and in undertaking tests and inspections thereon. Following the completion of any invasive test at or upon the Property, Purchaser shall restore the portion of the Property subject to such invasive test to its condition immediately preceding such test. Purchaser shall have the right to terminate this Agreement at any time during the Inspection Period by serving written notice of termination on Seller. If Purchaser terminates this Agreement by serving written notice on Seller on or before the expiration of the Inspection Period, the earnest money deposit together with all interest thereon shall be returned to Purchaser. R -2. Property Documents. Within ten (10) days after the Acceptance Date, Seller shall provide Purchaser with copies of the following documents relating to the Property to the extent such documents are in Seller's possession: (a) The existing survey of the Property; (b) Title policy for the Property; and; (c) Phase I audit and Phase II audit reports, if any. R -3. Conduct Prior To Closing and Related Matters. Seller agrees that between the Acceptance Date and the date of Closing or termination of this Agreement, Seller shall (a) not, without first obtaining the written consent of Purchaser, enter into any contracts, leases or other WB IEDERMAN /532359_ I .DOC 0 0 - , 0 0 agreements, relating to the Property which may survive the Closing; (b) not cancel or permit cancellation of any insurance maintained with respect to the Property and (c) maintain the Property in the same condition and repair as exists on the Acceptance Date, ordinary wear and tear excepted. R -4. Title and Survey. (a) Title Commitment. Within twenty (20) days after the Acceptance Date, Seller shall provide Purchaser with Title Commitment for an Seller's Policy Form B issued by the Title Company in the amount of the Purchaser Price showing title to the Property in Seller subject only to the permitted exceptions At Closing, Seller shall cause the Title Company to deliver a title policy or "marked up" commitment with extended coverage over the standard printed title exceptions and the following endorsements: access and contiguity. Seller shall be responsible for the cost of the Title Policy and extended coverage and Purchaser shall be responsible for the cost of the title endorsements. (b) Within ten (10) days after the Acceptance Date, Seller shall deliver to Purchaser a copy of the following existing surveys of the Property: surveys dated November 8, 1999 by TFW, Inc. of Parcels B, C, E, and part of Parcel D. Seller shall deliver to Purchaseer an updated survey of Parcel D reflecting the configuration of Parcel D as set forth on Exhibit A. At closing, Seller shall deliver to Purchaser an Affidavit of No Improvements regarding said surveys. R -5. Municipal Matters. During the Inspection Period, Purchaser shall have the right to determine the access to and from the Property, the availability of additional curb cuts and the possibility of vacating existing rights of way and resubdividing the Property and the adjacent property owned by Purchaser. Seller agrees to assist Purchaser in connection with the foregoing matters. Seller's assistance shall include meeting with Purchaser and providing information pursuant to reasonable requests of Purchaser. In the event Purchaser has not completed its determination of the foregoing matters during the Inspection Period, Purchaser may request of Seller an extension of the Inspection Period for an additional thirty (30) days by providing Seller with a written request to extend the Inspection Period at any time prior to the expiration of the Inspection Period. R -6. Prorations and Credits. The parties agree to prorate and adjust in the manner usual and customary to transactions of this nature all items customarily prorated or adjusted on conveyances of similar property. All prorations made at Closing shall be final and not subject to reproration. R -7. Closing Documents and Closing Costs. (a) At the Closing, Seller shall deliver the following documents: WBIEDERMAN /532359_I.DOC 2 0 4P , 1 40 0 (i) Warranty Deed (the "Deed ") executed by Seller conveying Parcel B to Purchaser or Purchaser's nominee, as designated by written notice to Seller, and a certified copy of a Village of Buffalo Grove ordinance vacating the right -of -way of Parcels C, D and E to the owner of the property immediately east of said Parcels subject only to the permitted title exceptions. Company. title exceptions. (ii) ALTA Statement in form and substance satisfactory to the Title (iii) Affidavit of Title executed by Seller subject only to the permitted (iv) The title policy in accordance with Section R -4 hereof. (v) FIRPTA Certification. (vi) Such other documents as the Title Company or Purchaser may reasonably require in order to effectuate any provision in this Agreement, including without limitation a GAP Undertaking. (b) At the Closing, Purchaser shall deliver the following documents: (i) Certified or federally insured funds in an amount sufficient to meet Purchaser's obligations hereunder. (ii) Certificate of good standing and such evidence of authority as may be reasonably required by Seller or the Title Company. (iii) Such documents as the Title Company or Seller may reasonably require to effectuate any provision in this Agreement. (c) At the Closing, Purchaser and Seller shall jointly deliver the following: (i) State, County and Local Real Estate Transfer Declarations, reflecting the purchase price of the Property or that such transfer is an exempt conveyance. (ii) A Closing Statement. (d) At Closing, Seller shall pay the cost of owner's policy of title insurance and extended coverage Purchaser shall pay the cost of Deed and Money Escrow, the cost of the New York Style Closing fee,the cost of the title endorsements and the cost of the GAP coverage. WBIEDERMAN /532359_I.DOC 3 0 10 . . 40 40 R -8. Broker. Seller and Purchaser represent to each other that neither has engaged or retained any real estate broker or finder in connection with the subject transaction. Seller and Purchaser agree to indemnify and save the other harmless from any amounts due pursuant to a claim that any broker or finder was retained by or allegedly represented either Seller or Purchaser respectively in connection with the subject transaction. R -9. Notices. All notices, demands, requests and other communications under this Agreement shall be in writing and shall be deemed properly served when received (a) if delivered by hand or expedited messenger service with proof of receipt to the party to whose attention it is directed or (b) if sent, postage, prepaid, by registered or certified mail, return receipt requested, postage prepaid or (c) if sent by nationally recognized private carrier guaranteeing next day delivery or (d) if sent by facsimile transmission with a copy thereof mailed by first class mail, addressed as follows: w W13IEDERMANl532359_I .DOC 4 If intended for Purchaser: 0 i I -57 McKinley Limited Partnership c/o Morgan Realty Partners 825 N. Cass Avenue, Suite 313 Westmont, Illinois Attention: Michael J. Klonoski Fax No. 630/734 -9700 with a copy to: Katz Randall Weinberg & Richmond 333 W. Wacker Drive, Suite 1800 Chicago, Illinois 60606 Attention: William Biederman Fax No. 312/807 -3903 If intended for Seller: with a copy to: Village of Buffalo Grove 50 Raupp Boulevard Buffalo Grove, Illinois 60089 Attention: Ghida S. Neukirch, Assistant Village Manager Fax No. 847/459 -7906 William Raysa Raysa & Zimmermann, Ltd. 22 South Washington Park Ridge, Illinois 60089 Fax No. 847/434 -0164 The parties acknowledge and agree that a written demand or request made by or upon the attorney for a party shall constitute notice from or to such party. R -10. Counterparts. This Agreement may be executed in several counterparts, each of which shall be considered an original and all of which together shall constitute one and the same instrument. w R -11. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous oral or written representations, promises or agreements not expressly referred to herein. No change in the provisions of this Agreement shall be effective unless made in writing and signed by the parties hereto. R -12. Miscellaneous. WBIEDERMAN /532359_1.DOC 5 9 0 - - 0 0 (a) This Agreement shall not be construed more strictly against one party than against the other, merely by virtue of the fact that it may have been prepared primarily by counsel for one of the parties, it being recognized that both Purchaser and Seller have contributed substantially and materially to the preparation of this Agreement. (b) The headings preceding the text of the paragraphs and subparagraphs hereof are inserted solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. R -13. Tax - Deferred Exchanee. Purchaser and Seller agree that at Purchaser's sole election, this transaction shall be structured as an exchange of like -kind properties under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code "), and the regulations and proposed regulations thereunder. The parties agree that if Purchaser wishes to make such election, it must do so prior to the Closing Date. If Purchaser so elects, Seller shall reasonably cooperate, provided any such exchange is consummated pursuant to an agreement that is mutually acceptable to Purchaser and Seller and which shall be executed and delivered on or before the Closing Date. The Purchaser shall in all events be responsible for all costs and expenses related to the Section 1031 (including without limitation Seller's attorneys fees exchange and shall fully indemnify, defend and hold the Seller harmless from and against any and all liability, claims, damages, expenses (including reasonable attorneys' and paralegal fees and reasonable attorneys' and paralegal fees on appeal), proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such 1031 exchange that would not have been incurred by the Seller if the transaction were a purchase for cash. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to subject Property to Purchaser. Notwithstanding anything to the contrary contained in this paragraph, any such Section 1031 exchange shall be consummated through the use of a facilitator or intermediary so that Purchaser shall in no event be requested or required to acquire title to any property other than the Property. IN WITNESS WHEREOF, the parties hereto have executed the Real Estate Sales Contract and this Rider. PURCHASER: rJ I -57 McKINLEY LIMITED PARTNERSHIP By: Morgan Westmont Corp., Its General Partner p131EDERMAN /532359_I.DX 6 SELLER: VILLAGE OF BUFFALO GROVE For Seller: Village of Buffalo Grove For Purchaser: 1 -57 McKinley Limited Partnership Name: William R. Balling, Name: Katz Randall Weinberg & Richmond By: Village Manager By: William Biederman Address: 50 Raupp Blvd. Address: 333 West Wacker Drive, Suite 1800 Buffalo Grove, IL 60089 Chicago, IL 60606 Phone: 847-459-2518 Phone: 312- 845 -2505 Fax: 847-459-7906 Fax: 312- 807 -3903 Signature: W- Signature: Accepted: Chicago Title and Trust Company, as Escrow Trustee By: �l i W BIEDERMAN /532359 -LDOC Date: By: By: Date: Date of Acceptance: « a W B BrDERMAN /5323 59_ t . DOC To be attached by Seller. EXHIBIT "A -I" (Legal Description of Property) If W131EDERMAN /532359_I.DM A -1 EXHIBIT "B" CHICAGO TITLE AND TRUST COMPANY 171 N. Clark Street, Chicago, Illinois 60601 Refer to: Phone No.: Fax No.: STRICT 'OINT ORDER #1 ESCROW TRUST INSTRUCTIONS (EARNEST MONEY) ESCROW TRUST NO.: To: Chicago Title and Trust Company, Escrow Trustee: Customer Identification: Seller: Village of Buffalo Grove DATE: April 12003 Purchaser: 1 -57 McKinley Limited Partnership Property Address: Vacant parcel located at Bush and Deerfield Parkway, Buffalo Grove, Illinois Project Reference: Proposed Disbursement: June 2003 Deposits: The sum of $50,000.00 by Purchaser representing earnest money. Delivery of Deposits: .. The above - referenced escrow trust deposits ( "deposits ") are deposited with the escrow trustee to be delivered by it only upon the receipt of a joint order of the undersigned or their respective legal representatives or assigns. In no case shall the above - mentioned deposits be surrendered except upon the receipt of an order signed by the parties hereto, their respective legal representatives or assigns, or in obedience to the court order described below. Billing. Instructions: Escrow trust fee will be billed as follows: 100% to Purchaser and 0% to Seller. W BIEDERMAN /532359_I.DOC An annual maintenance fee, as determined by the then current rate schedule, will commence: n/a PLEASE NOTE: The escrow trust fee for these joint order escrow trust instructions is due and payable within 30 days from the projected disbursement date (which may be amended by joint written direction of the parties hereto). In the event no projected disbursement date is ascertainable, said escrow trust fee is to be billed at acceptance and is due and payable within 30 days from the billing date. Chicago Title and Trust Company, at its sole discretion, may reduce or waive the escrow trust fee for these joint order escrow instructions in the event the funds on deposit herein are transferred to or disbursed in connection with sale escrow trust instructions or an agency closing transaction established at Chicago Title. Investment: Deposits made pursuant to these instructions may be invested on behalf of Purchaser; provided that any direction to escrow trustee for such investme'A shall be expressed in writing and contain the consent of Purchaser, and also provided that you are in receipt of the taxpayer's identification number and investment forms as required. Escrow trustee will, upon request, furnish information concerning its procedures and fee schedules for investment. Commingle: Except as to deposits of funds for which escrow trustee has received express written direction concerning investment or other handling, the parties hereto agree that the escrow trustee shall be under no duty to invest or reinvest any deposits at any time held by it hereunder; and, further, that escrow trustee may commingle such deposits with other deposits or with its own funds in the manner provided for the administration of funds under Section 2 -8 bf the Corporate Fiduciary Act (205 ILCS 620/2 -8) and may use any part or all such funds for its own benefit without obligation to any party for interest or earnings derived thereby, if any. Provided, however, nothing herein shall diminish escrow trustee's obligation to apply the full amount of the deposits in accordance with the terms of these escrow instructions. In the event the escrow trustee is requested to invest deposits hereunder, Chicago Title and Trust Company is not to be held responsible for any loss of principal or interest which may be incurred as a result of making the investments or redeeming said investment for the purposes of these escrow trust instructions. Compliance With Court Order: The undersigned authorize and direct the escrow trustee to disregard any and all notices, warnings or demands given or made by the undersigned (other than jointly) or by any other person. The said undersigned also hereby authorize and direct the escrow trustee to accept, comply with, and obey any and all writs, orders, judgments or decrees entered or issued by any court with or without jurisdiction; and in case the said escrow trustee obeys or complies with any such writ; order, judgment or decree of any court, it shall not be liable to any of the parties hereto or any other person, by reason of such compliance, notwithstanding any such writ, order, judgment or decree be entered without jurisdiction or be subsequently reversed, modified, annulled, set aside or vacated. In case the escrow trustee is made a party defendant to any suit or proceedings regarding this escrow trust, the undersigned, for themselves, their heirs, personal representatives, successors, and assigns, jointly and severally, agree to pay to said escrow trustee, upon written demand, all costs, attorney's fees, and expenses incurred with respect thereto. The escrow trustee shall have a lien on the deposits(s) herein for any and all such costs, fees and expenses. If said costs, fees and expenses are not paid, then the escrow trustee shall have the right to reimburse itself out of the said deposit(s). Execution: WBn:DERMANYM359_ I .DOC