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O-89-12 12-17-2012VILLAGE OF LEMONT ORDINANCE NO. O'� - -12 AN ORDINANCE AUTHORIZING THE ACQUISITION OF CERTAIN REAL PROPERTY KNOWN AS SMITH FARMS DETENTION POND ADOPTED BY THE PRESIDENT AND THE BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT THIS .17th DAY OF DECEMBER, 2012 Published in pamphlet form by Authority of the President and Board of Trustees of the Village of Lemont, Counties of Cook, Will and DuPage, Illinois, this 17th day of December, 2012. Ordinance No. O -M -12 AN ORDINANCE AUTHORIZING THE ACQUISITION OF CERTAIN REAL PROPERTY KNOWN AS SMITH FARMS DETENTION POND WHEREAS, the Village Board finds that the acquisition of the real property legally described on Exhibit A (PIN 22 -31- 113 -010) and commonly known as Smith Farms Detention Pond ( "subject property "), is necessary, convenient and in the interest of the Village of Lemont; WHEREAS, pursuant to Section 5/2 -2 -12 of the Illinois Municipal Code (65 ILCS 5/2 -2- 12) the Village of Lemont ( "Village ") may acquire and hold real property for corporate purposes; and NOW, THEREFORE, BE IT ORDAINED BY THE VILLAGE PRESIDENT AND THE VILLAGE BOARD OF THE VILLAGE OF LEMONT, COOK, DUPAGE AND WILL COUNTIES, ILLINOIS, AS FOLLOWS: SECTION 1: The Village Board finds the above recitals to be true, incorporates them into this ordinance, and further finds that it is necessary, convenient and in the interest of public health, safety and welfare of the residents of the Village to acquire the real property legally described on Exhibit A. SECTION 2: The Village Administrator is hereby authorized to negotiate a contract for the purchase of said subject property from the current owner of record at a purchase price not to exceed $10 and upon such terms as he deems in the best interest of the Village of Lemont. SECTION 3: The Village Administrator is further authorized to pay any and all past due and owing real estate taxes for the subject property, including the payments of any certificates of redemption, in the time and manner he deems in the best interest of the Village of Lemont. SECTION 4: Upon execution of said contract and the filing of same with the Village Clerk, the Mayor and the Village Administrator or authorized to execute any and all documents and to take all necessary actions to acquire said Property. The Village Attorney, Tressler, LLP, and Jeffrey M. Stein, John J. Zimmermann and Michael F. Zimmermann are authorized to execute any and all documents which are necessary for the closing of the transaction at or prior to the closing of this transaction. SECTION 5: That this Ordinance shall be in full force and effect from and after its passage, approval and publication as required by law. 2 PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL, AND DUPAGE, ILLINOIS, on this 17th day of December, 2012. PRESIDENT AND VILLAGE BOARD MEMBERS: AYES: NAYS: ABSENT: ABSTAIN Debby Blatzer _L Paul Chialdikas ✓ Clifford Miklos Ron Stapleton_ Rick Sniegowski y Jeanette Virgilio ✓ B'R1dN K. REAVES President Village Clerk EXHIBIT A LEGAL DESCRIPTION LOT 20 IN SMITH FARMS SUBDIVISION, BEING A PART OF THE WEST 1/2 OF THE NORTHWEST 1/4 OF SECTION 31, TOWNSHIP 37 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS; [PIN: 22 -31 -113 -010] More commonly known as Smith Farms Detention Pond, Lemont, Illinois 60439 Tax I.D. No: 22 -31- 113 -010 11/26/12 AGREEMENT FOR SALE AND PURCHASE OF REAL ESTATE THIS AGREEMENT FOR SALE AND PURCHASE (herein "Agreement "), is made and entered into by and between (collectively, herein "Seller "), and the VILLAGE OF LEMONT, an Illinois municipal corporation (herein "Purchaser ") as of the day of November , 2012 (herein "Effective Date "). In consideration of their mutual promises and covenants herein contained, the Purchaser and the Seller (collectively referred to herein as "Parties" and severally herein as "Party ") agree as follows: RECITALS A. No personal property is included in the sale of this vacant real estate commonly known as (herein "Property "), Lemont Illinois. B. The Purchaser acknowledges that the Seller has heretofore constructed a storm water detention pond (herein "Facility ") upon the Property and that the Seller intends to convey fee simple title to the Property (herein "Conveyance ") to the Purchaser with the understanding that following conveyance thereof the Seller will have no further responsibility for the payment of any real estate taxes and /or any other obligations with respect to the Property and that all such obligations, whether currently existing or existing in the future, will be borne by the Purchaser. C. The Purchaser covenants that, on the date and time mutually chosen by the Parties' respective attorneys for the culmination of the Conveyance (herein "Closing "), the Purchaser will accept the Conveyance of the Property, with the Facility, in its "as is, where is" condition. II. PROPERTY TO BE SOLD AND CONVEYED The Seller shall sell and convey to the Purchaser and the Purchaser shall purchase from the Seller, for the Purchase Price and upon the terms and conditions hereinafter set forth, the Property which has the following permanent property index number: 22 -31- 113 -010; and is legally described as: LOT 20 IN SMITH FARMS SUBDIVISION, BEING A PART OF THE WEST 'h OF THE NORTHWEST '/4 OF SECTION 31, TOWNSHIP 37 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS; a survey of which is attached hereto as Exhibit A (herein "Existing Survey ") III. PURCHASE PRICE The total price to be paid to the Seller by the Purchaser is the amount of all unpaid real estate taxes for the Property and accrued interest thereon, if any (herein "Purchase Price "). IV. TITLE AND SURVEY MATTERS A. The Parties hereby acknowledge receipt of a title commitment No. 1410 008882684 issued by Chicago Title Insurance Company (herein "Title Company ") dated May 4, 2012 (herein "Title Commitment ") attached hereto and hereby made a part hereof as Exhibit B issued by the Title Company showing the condition of title to the Property and wherein the Title Company shall commit to issue to the Purchaser in the amount of $10,000.00 an owner's title insurance policy, being an American Property Title Association (herein "ALTA ") Form B owner's title insurance policy with extended coverage over the five general exceptions and with a location endorsement, showing title to the Property and, in addition, all access, ingress and egress and utility easements and right -of -way required hereunder or used in connection with the Property in the Titleholder, naming the Purchaser as the proposed insured (herein "Title Policy "). B. Prior to Closing, the Seller shall cooperate with Purchaser in making the Exhibit B survey current (then to be known and herein described as the "Current Survey ") and updating the Title Commitment (herein "Later -Dated Commitment "). Between the Effective Date hereof and the Closing the Seller shall not cause the Property or any part thereof to be alienated, encumbered or transferred in favor of or to any person, firm, or corporation whatsoever. V. CONVEYANCE — COSTS A. At Closing the Seller shall deliver the following items to the Purchaser: 1. The Seller's warranty deed substantially in the form thereof attached hereto and made a part hereof as Exhibit C (herein "Warranty Deed ") in recordable form, conveying to the Purchaser fee title to the Property free and clear of all claims, liens and encumbrances, except for any and all of the following conditions in the Title Company's Title Insurance Commitment: (a) general real estate taxes, whether due and payable and /or not yet due and payable as of the Closing; (b) covenants, easements, restrictions and documents of record which, in the Purchaser's sole judgment, do not interfere with or adversely affect the Purchaser's intended use of the Property; (c) liens and encumbrances of a definite or ascertainable amount which shall be removed by the Purchaser's payment of money, unless and to the extent any of the same have arisen after the date of the Title Insurance Commitment (herein "Unpermitted Exceptions ")), in which case each Unpermitted Exception shall have been removed by the Seller at the Seller's sole cost and expense prior to Closing; and (d) any other matters not objected to in writing by the Purchaser and which are acceptable to the Purchaser in its sole and absolute discretion (herein "Permitted Exceptions "). 2. An ALTA Affidavit of Title. 3. A Closing Statement. 4. A Title Policy consistent with the Later -Dated Commitment. 5. Transfer tax declarations. [Note: While no transfer tax shall be due or payable in connection with the Conveyance to the Purchaser or asserted by Purchaser as part of the Purchase Price in connection with such Conveyance to the Purchaser, the Seller shall furnish all declarations required.] 6. ' The Seller's certificate to the Purchaser dated as of the Closing confirming that the representations and warranties set forth in Section VII are true and correct on and have been remade as of the Closing. 7. A non - foreign certificate sufficient in form and substance to relieve the Seller of 2 any and all withholding obligations under federal law, which certificate shall be reasonably satisfactory to the Title Company. 8. Possession of the Property, which shall be delivered to the Purchaser in substantially the same condition as of the Effective Date. B. At Closing the Purchaser shall deliver the following items to the Seller: 1. The Purchaser's certificate dated as of the Closing confirming that the representations and warranties set forth in Section VIII are true and correct on and have been remade as of the Closing. 2. A non - foreign certificate sufficient in form and substance to relieve the Purchaser of any and all withholding obligations under federal law, which certificate shall be reasonably satisfactory to the Title Company. C. All costs associated with the condition of title, title insurance and survey fees; recording fees, documentary and/or transfer taxes payable in connection with the delivery or recordation of any instrument or document provided in or contemplated by this Agreement or any agreement described or referred to herein, if any; any sales and/or transaction taxes payable by reason of the transaction herein described; and all other Closing and conveyancing costs and expenses necessary to effectuate the sale contemplated by this Agreement shall be borne entirely by and shall be paid by the Seller, excluding the Purchaser's attorneys' fees and the Recorder's charges for recording the Warranty Deed. The Seller shall pay all liens and encumbrances of a definite or ascertainable amount which appear in the Title Commitment as later -dated as of the date of Closing and which shall be removed from title at or before Closing. D. Upon Closing, at the Purchaser's cost and expense, the Title Company or Escrowee, as the case may be, shall file the Seller's Warranty Deed with the Cook County Recorder of Deeds for recordation against title to the Property. VI. CONDITIONS TO CLOSING A. In addition to any conditions provided in other provisions of this Agreement, the obligations of the Purchaser herein to purchase the Property shall be subject to the fulfillment of the following conditions on or prior to the Closing, each of which shall continue as specific conditions to Closing: 1. The representations and warranties of the Seller contained in Section VII shall be true and correct as of the Closing. 2. At no time prior to the Closing shall any of the following have been done by or against or with respect to Seller: (a) the commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (b) the appointment of a trustee or receiver of any property interest; or (c) an assignment for the benefit of creditors. 3. The Title Policy shall be delivered to the Purchaser insuring title substantially consistent with the Later -Dated Commitment with extended coverage over the five general exceptions and subject only to Permitted Exceptions. 9 4. All Unpermitted Exceptions shall have been removed from the Title Commitment. B. The obligations of the Seller to follow hereunder shall be subject to the representations and warranties of the Purchaser contained in Section VIII being true and correct and in compliance as of the Closing. C. The Purchaser may at any time or times, at such Parry's election, waive any of the conditions to the Seller's obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by the Purchaser. No such waiver shall reduce the rights or remedies of the Purchaser by reason of any breach or default by the Seller. VII. AUTHORITY OF THE SELLER The Seller represents and warrants to the Purchaser: A. Power and Authority. The Seller has full power and authority to enter into and deliver this Agreement and all of the other documents and instruments required to be delivered by the Seller hereunder and to perform all of the Seller's obligations under this Agreement and all of such other documents and instruments. Accordingly, this Agreement and all such other documents and instruments, when executed and delivered, will be unconditionally binding on, valid and enforceable against the Seller and each of them in accordance with the provisions hereof and thereof. B. No Violations and Actions. The execution, delivery and performance by the Seller of its obligations under this Agreement will not conflict with or result in a breach of any law, governmental rule, regulations, judgment, decree or order by which the Seller or the Property is bound, or any of the provisions of any contract to which the Seller is a party or by which the Seller or the Property is bound. There is no action, suit, proceeding or investigation pending or threatened, before any agency, court or other governmental authority which relates to the Property or the use thereof. C. Leases, Agreement and Contract. Except for this Agreement, there are no leases, occupancy agreements, management agreements, service_ contracts or other agreements affecting all or any part of the Property, and the Seller will deliver possession of the Property at Closing, free of all such agreements. D. Obligations. Except for the real estate taxes and other obligations contained in this Agreement, there are no obligations in connection with the Property which will be binding upon the Purchaser or the Property after Closing. E. Compliance with Law. The conveyance of the Property will not cause the Seller to be in violation of any applicable law. F. Donations. There are no Seller- required donations or payments to or for schools, parks, fire departments or any other public entity or facilities which are required to be made by an owner of the Property. G. Authority to Perform. The Seller, jointly and severally, has full authority to 4 execute, deliver of and perform the Seller's obligations under this Agreement. VIII. AUTHORITY OF THE PURCHASER The Purchaser represents and warrants to the Seller: A. Power and Authority. The Purchaser is a municipal corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and has full power and authority to enter into and deliver this Agreement and to perform all of its obligations under this Agreement. This Agreement and all such other documents and instruments, when executed and delivered, will be unconditionally binding on, valid and enforceable against the Purchaser in accordance with the provisions hereof and thereof. B. Authority to Perform. This Agreement has been duly authorized by all necessary action of its corporate authorities and duly conferred by the Purchaser upon its signatories hereto. IX. NOTICE A. All Notices required to be given hereunder shall be in writing and shall be properly served on the date delivered by courier or on the date deposited, postage prepaid, with the U. S. Postal Service for delivery via certified mail, return receipt requested, addressed: If to the Seller: North Star Trust Company with a copy to: Thomas P. Russian, Esq. Attention: If to the Purchaser: Goldstine, Skrodzki, Russian, Nemec & Hoff, Ltd. 835 McClintock Drive, Second Floor Burr Ridge, Illinois 60527 -0860 Village Administrator with copies to: Village Clerk and: Jeffrey M. Stein, Village Attorney Village of Lemont Village of Lemont Tressler, LLP 418 Main Street 418 Main Street 233 S. Wacker Drive 22 °a Floor Lemont, IL 60439 Lemont, IL 60439 Chicago, IL 60606 B. Any Party hereto may change the place and /or person listed above and/or add persons to the above list for giving Notices by Notice given ten (10) days prior to the date such change will become effective. X. BROKERAGE Seller and Purchaser each represent and warrant to the other that no real estate agent or broker was involved in negotiating the transaction contemplated herein. In the event any other claims for real estate commissions, fees or compensation arise in connection with this transaction, the Party so incurring or causing such claims shall indemnify, defend and hold harmless the other Party from any loss or damage, including attorneys' fees, which said other Party suffers because of said claims. In no event shall the Purchaser have any liability to any broker contracted with the Seller, whether or not Closing occurs or Closing fails to occur for any reason whatsoever. XI. MISCELLANEOUS PROVISIONS A. This Agreement shall bind the heirs, successors and assigns of the Seller and their respective successors in interest; as well as the Purchaser, its corporate officials, and its and their successors in office and its and their respective successors in interest; and shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Parties hereto. B. By execution hereof: 1. In compliance with 65 ILCS 5/11- 42.1 -1 and under the oath of the persons signing this Agreement as Seller, each Seller swears and affirms hereby that each is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, unless: (a) such person is contesting, in accordance with the procedures established by the appropriate revenue Act, such person's liability for the tax or the amount of the tax; or (b) such person has contracted with the Department of Revenue for the payment of all such taxes that are due and is in compliance with that contract; and (c) each person signing as Seller further understands that making a false statement herein is a Class I Misdemeanor that voids this Agreement. 2. The Seller certifies hereby that each person signing as Seller is not barred from entering into this Agreement as a result of violations of either Section 33E3 or Section 33E4 of the Illinois Criminal Code, that each has a written policy against sexual harassment in place in full compliance with 775 ILCS 5/2105(A)(4), and each is in compliance with the Illinois Drug Free Workplace Act (30 ILCS 580/2). 3. The Purchaser certifies hereby that it is not barred from entering into this Agreement as a result of violations of either Section 33E3 or Section 33E4 of the Illinois Criminal Code, that it has a written policy against sexual harassment in place in full compliance with 775 ILCS 5/2105(A)(4), and it is in compliance with the Illinois Drug Free Workplace Act (30 ILCS 580/2). C. The failure of either Party to exercise any right, power or remedy given to it under this Agreement, or to insist upon strict compliance with it, shall not constitute a waiver of the terms and conditions of this Agreement with respect to any other or subsequent breach, nor a waiver by either Party of its rights at any time to require exact and strict compliance with all of the terms of this Agreement. D. The rights or remedies under this Agreement include any and all rights or remedies which may be granted by law or in equity. This Agreement provides for the purchase and sale of real and personal property located in the State of Illinois, and is to be performed within the State of Illinois. Accordingly, this Agreement, and all questions of interpretation, construction and enforcement hereof, and all controversies hereunder, shall be governed by the applicable statutory and common law of the State of Illinois. 1. If any provision of this Agreement is capable of two (2) constructions, one of which would render the provision invalid and the other of which would make the provision valid, then the provision shall have the meaning which renders it valid. 2. In the event any provision of this Agreement or part thereof shall be deemed invalid by a court of competent jurisdiction, such invalidity of said provision or part thereof shall not affect the validity of any other provision hereof. In addition, the invalidity or unenforceability of any provision of this Agreement shall not offset or invalidate any other provision of this Agreement. 3. This Agreement, including the exhibits hereto, has been negotiated by all Parties. This Agreement shall not be construed more strictly against the Purchaser than against the Seller merely by virtue of the fact that the same has been prepared by legal counsel for the Purchaser. It is recognized and acknowledged by the Parties that both the Purchaser and the Seller have contributed substantially and materially to the preparation, form, substance and content of this Agreement. E. Except as expressly set forth herein, this Agreement constitutes the entire agreement between the Parties with respect to the relationship of the Parties contemplated herein, and supersedes all prior and contemporaneous agreements and undertakings of the Parties pertaining to the subject matter hereof. F. No modifications, amendments, discharge or change of this Agreement shall be valid unless the same is in writing and signed by both of the Parties against which the enforcement of . such modification, amendment, discharge or change is sought. G. The headings of the sections, paragraphs, and other parts of this Agreement are for convenience and reference only and in no way define, extend, limit, or describe the meaning, scope, or intent of this Agreement, or the meaning, scope, or intent of any provision hereof. H. Neither Party shall assign this Agreement prior to Closing without the prior written consent of the other Party; and neither Party shall record or cause to be recorded with the Recorder this Agreement or any memorandum hereof or any document containing a reference hereto. I. All exhibits attached hereto are hereby made a part of this Agreement. XII. QUADRUPLICATES This Agreement shall be executed in quadruplicate, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Following execution of this Agreement by the Mayor of the Purchaser, each Parry shall receive two (2) fully executed originals hereof. IN WITNESS WHEREOF this Agreement is executed by the Parties, each intending to be legally bound hereby. Agreed to for the Seller: Agreed to for the Purchaser: , personally 7 VILLAGE OF LEMONT C Ben Wehmeier, Village Administrator Attest: (SEAL) illage Clerk Exhibit A Existing Survey [To Be Inserted Here By the Seller's Attorney and approved by the Purchaser's Attorney.] Exhibit B COMMITMENT FOR TITLE INSURANCE Chicago Title Insurance Company Commitment No. 1410 008882684, dated May 4, 2012, to be later -dated to Insure Title. [To Be Inserted Here By the Seller's Attorney.] U Exhibit C Warranty Deed Form THIS DOCUMENT PREPARED BY AND AFTER RECORDING RETURN TO: John J. Zimmermann, Esq TRESSLER,LLP 22 S. Washington Avenue Park Ridge, Illinois 60068 This conveyance is EXEMPT from Transfer Taxes per ¶ b of §35 ILCS 200/31 -45. Village Attorney — Grantee's Agent WARRANTY DEED THE GRANTOR, , for and in consideration of TEN DOLLARS ($10.00) and other good and valuable consideration in hand paid, does hereby GRANT, SELL CONVEY AND WARRANT to the GRANTEE, VILLAGE OF LEMONT, an Illinois municipal corporation and home rule unit as described in the Constitution of the State of Illinois, title and all interest to the following described real estate situated in the County of Cook, State of Illinois, to wit: *LOT 20 IN SMITH FARMS SUBDIVISION, BEING A PART OF THE WEST' /2 OF THE NORTHWEST '/4 OF SECTION 31, TOWNSHIP 37 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS; [PIN: 22 -31 -113 -010] (the "Property "); to have and to hold said real estate as sole owner, subject to: Covenants, conditions and restrictions of record. TOGETHER WITH all Grantor's right, title and interest in and to the tenaments appurtenant to the Property and all easements and rights -of -way of record as well as all easements and rights -of -way created by the Grantor that are appurtenant to the Property. THE GRANTOR covenants hereby that this is not homestead property. Address of Real Estate: IN WITNESS WHEREOF the Grantor has executed this Warranty Deed this day of , 2012. GRANTOR: II STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) I, the undersigned, a Notary Public in and for said County in the State aforesaid, do hereby certify that personally known to me to the same person whose name is subscribed to the foregoing instrument as Grantor, appeared before me this day in person and acknowledged that he signed, sealed and delivered said instrument as his free and voluntary acts for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this day of , 2012. (SEAL) Notary Public *Note: Prior to their use in the actual Deed to be presented by the Seller at Closing, the legal description and PIN in this form deed are to be verified against the. Current Survey described in Subsection B of Section IV of this Agreement; and hence, this form is subject to changes to conform with the Current Survey. 12