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O-51-12 Authorizing acquisition of property known as 10990 Archer AveVILLAGE OF LEMONT ORDINANCE NO. O -,� -12 AN ORDINANCE AMENDING ORDINANCE NO. 0-12-12 AUTHORIZING THE ACQUISITION OF CERTAIN REAL PROPERTY KNOWN AS 10990 ARCHER AVENUE ADOPTED BY THE PRESIDENT AND THE BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT THIS 13th DAY OF August, 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 13th day of August, 2012. Ordinance No. 0 -,�J_-12 AN ORDINANCE AMENDING ORDINANCE 0 -12 -12 AUTHORIZING THE ACQUISITION OF CERTAIN REAL PROPERTY KNOWN AS 10990 ARCHER AVENUE WHEREAS, the Village Board finds that the acquisition of the real property legally described on Exhibit A and commonly known as 10990 Archer Avenue, 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 WHEREAS, the Village Board duly enacted Ordinance No. 0 -12 -12 on February 27, 2012; WHEREAS, the Village Board duly enacted Ordinance No. 0 -15 -12 on March 12, 2012, which made certain amendments to Ordinance 0- 12 -12; 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 as if fully set forth herein. SECTION 2: That Section 2 of Ordinance No. 0- 12 -12, being "An Ordinance Authorizing the Acquisition of Certain Real Property Known as 10990 Archer Avenue," duly adopted by the President and Board of Trustees of the Village of Lemont on February 27, 2012, is amended hereby in its entirety so that hereafter, said Section 2 shall be and read as follows: "SECTION 2: The Village Administrator is hereby authorized to negotiate a contract for the purchase of said Property from the current owner of record and any other entity that has a financial interest in the said Property, at a purchase price not to exceed $385,000, which includes associated costs for obtaining said Property free and clear of any encumbrances and upon such terms as he deems in the best interest of the Village of Lemont." SECTION 3: That the remaining provisions of Ordinance No. 0 -12 -12 and Ordinance No. 0 -15 -12 shall remain in full force and effect. SECTION 4: That the Village Clerk of the Village of Lemont be and is directed hereby to publish this Ordinance in pamphlet form, pursuant to the Statutes of the State of Illinois, made and provided. #369707 SECTION 5: Should any Section or provision of this Ordinance be declared by a Court of competent jurisdiction to be invalid, such decision shall not affect the validity of the Ordinance as a whole or any part thereof other than the part declared to be invalid. SECTION 6: This ordinance shall be in full force and effect from and after its passage, approval and publication as provided by law. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL, AND DUPAGE, ILLINOIS, on this 13th day of August, 2012. PRESIDENT AND VILLAGE BOARD MEMBERS: AYES: Debby Blatzer t� Paul Chialdikas ✓ Clifford Miklos �c — Ron Stapleton %r Rick Sniegowski Jeanette Virgilio ATTEST: 0 CHARLENE M. SMOLLEN Village Clerk # 369707 2 NAYS: ABSENT: ABSTAIN DOIAN K. REAVES President EXHIBIT A LEGAL DESCRIPTION LOT 5 IN DOOLIN AND KIRK'S RESUBDIVISION OF THE SOUTHEAST QUARTER (EXCEPT LOTS 1 TO 5 IN BOE'S SUBDIVISION) AND THE EAST 404.7 FEET OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 27 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS More commonly known as 10990 Archer Ave, Lemont, Illinois 60439. Tax I.D. Nos: 22 -14 -401 -009. # 369707 3 08/07/12 SUBSTITUTION AGREEMENT THIS SUBSTITUTION AGREEMENT (herein "Agreement "), is made and entered into as of this day of August, 2012 (herein "Effective Date ") by, between and among JOHN RATKOVICH EQUITIES LIMITED PARTNERSHIP, the title holder of record (herein "Titleholder ") of the real property described below; the STATE BANK OF COUNTRYSIDE, an Illinois chartered bank (herein "Seller "); and the VILLAGE OF LEMONT, an Illinois municipal corporation (herein "Purchaser "). The Titleholder, the Seller and the Purchaser are collectively referred to herein as "Parties" and, in consideration of their mutual promises and covenants herein contained, it is agreed as follows: RECITALS A. The Seller and the Purchaser have heretofore entered into a contract dated as of the Twentieth day of April, 2012 (herein the "Purchase Contract ") for the sale and purchase of the real estate commonly known as 10990 Archer Avenue (herein the "Property "), Lemont, Illinois, which is also the subject of this Agreement. B. This Agreement is in substitution of the Purchase Contract, as the Seller is currently prosecuting a foreclosure action against the Titleholder under case number 2011 CH 21411 pending in the Circuit Court of Cook County and the Seller will not be in position to close on the Purchase Contract and convey title to the Property (herein the "Conveyance ") to the Purchaser until the Seller secures a Judicial Deed and is the owner of record. C. The Titleholder, as grantor, has indicated its interest in expediting the Conveyance free and clear of any encumbrances by way of the Titleholder's Warranty Deed directly to the Purchaser, as Grantee. D. The Seller and Purchaser acknowledge that the culmination of the transaction contemplated in the Purchase Contract and in this Agreement (herein the "Closing ") will be delayed without the Titleholder's cooperation, thereby requiring the Seller to further prosecute the foreclosure action in order to accomplish the Conveyance to the Purchaser. E. As of the date hereof there is pending a certain bankruptcy proceeding commenced by John and Gilda Ratkovich under case number 12 bk 16414 pending in the United States District Court for the Northern District of Illinois. F. The Chicago Title Insurance Company (herein the "Title Company ") has reviewed the written opinion of Gregory K. Stern, P.C. confirming that John and Gilda Ratkovich do not have an individual ownership interest in the Property and that the Property is not a property of John and Gilda Ratkovich's individual bankruptcy estate. G. The Title Company has determined that the aforesaid bankruptcy proceeding will not prohibit the Conveyance, because the Titleholder is not affected by that proceeding; and the Title Company will not be forestalled by reason of the bankruptcy proceeding alone from issuing its title insurance policy free and clear of all claims, liens and encumbrances, except for any Permitted Exceptions (as the term "Permitted Exceptions" is hereinafter defined). 2. PROPERTY TO BE SOLD AND CONVEYED The Seller shall sell its interest to the Purchaser and the Titleholder shall sell its interest in the Property and shall make the Conveyance to the Purchaser upon the terms and conditions hereinafter set forth, which Property has the following permanent property index number: 22 -34- 401- 009 -0000; and is legally described as: LOT 5 IN DOOLIN AND KIRK'S RESUBDIVISION OF THE SOUTHEAST '/4 (EXCEPT LOTS 1 THROUGH 5 IN BOE'S SUBDIVISION) AND THE EAST 404.7 FEET OF THE SOUTHWEST' /4 OF THE SOUTHEAST '/4 OF SECTION 14, TOWNSHIP 37 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PURCHASE PRICE The total purchase price (herein "Purchase Price ") to be paid to the Seller by the Purchaser for the Property is Three Hundred Eighty -Five Thousand and No/ 100ths United States Dollars ($385,000.00) in full payment of all outstanding mortgages of record and all other liens and encumbrances of a definite or ascertainable amount. The full Purchase Price shall be payable as follows: Eighteen Thousand Seven Hundred Fifty and No /100ths United States Dollars $18,750.00) as "Earnest Money" and the balance, less prorations, shall be paid by Purchaser to Seller in cash at Closing. If the Seller waives the deposit of Earnest Money, the entire Three Hundred Eighty -Five Thousand and No /100ths United States Dollars ($385,000.00) Purchase Price, less prorations, shall be paid by the Purchaser to the Seller at Closing. 4. EARNEST MONEY DEPOSIT In the event the Seller shall deliver a written notification thereof given in the manner set forth in Section 15 of this Agreement (herein "Notice ") to the Seller within seven (7) days of the Effective Date, the Purchaser shall deposit the Earnest Money into an interest - bearing strict escrow in form substantially the same as that set forth in the attached Exhibit B (herein "Joint Order Escrow ") established with the Westchester branch of the Title Company within seven (7) days of the Notice. Such shall be forfeited to the Seller only in the event of a Default (as "Default" is hereinafter defined) by the Purchaser and shall constitute liquidated damages payable to the Seller in the event of a Default by the Purchaser. The cost of the Joint Order Escrow shall be borne solely by the Seller. All interest shall accrue in favor of and be paid to the Purchaser at the termination of the Joint Order Escrow. 5. TITLE, INSPECTION AND SURVEY MATTERS The Parties hereby acknowledge receipt of a title commitment No. 1410 PR0001572 UL dated February 17, 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 the Purchase Price 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 "). As to the matters therein set forth, the Titleholder shall cooperate to obtain.an extended coverage endorsement over all the general title exceptions, together with the following additional endorsements, the form of which shall be: ALTA survey contiguity, access and "EPA Superlien." A. During the time between the Effective Date and the date which is thirty (30) days after the Effective Date the Purchaser's duly authorized officers, agents, and independent contractors may enter upon the Property and into the buildings thereon to undertake surveys, studies, tests and other investigations (herein "Due Diligence ") as the Purchaser deems necessary including but not limited to: soils and environmental studies, structural and mechanical studies, and asbestos studies. Beginning on the Effective Date and a date which is thirty (30) days thereafter the Purchaser shall perform its Due Diligence; provided, however, that this time shall be extended by the Parties for one (1) additional thirty (30) day period in the event the Purchaser determines in its sole and absolute discretion that additional studies or other investigations are required or desirable. In order to extend this time for one additional thirty (30) day period pursuant to the immediately preceding sentence, the Purchaser shall give Notice to the Seller and the Titleholder on or prior to the thirtieth (30th) day after the Effective Date. This total sixty (60) day period is herein the "Due Diligence Period ". To the extent such information is in the possession or control of the Seller or the Titleholder, or to the extent it may be obtained by the Seller or the Titleholder at the Purchaser's cost and expense through the exercise of commercially reasonable efforts, such information shall be furnished by the Seller by the party having such information. i. During the Due Diligence Period and at the Purchaser's sole cost and expense, the Purchaser shall cause a current survey of the Property to be prepared by a registered Property surveyor, licensed in the State of Illinois, in accordance with ALTA/ASCM survey standards and certified to the Title Company and the Purchaser as necessary to satisfy the requirements for title insurance with extended coverage (herein "Survey "). ii. The Seller and the Titleholder shall cooperate with Purchaser in the ascertainment of liens and encumbrances of a definite and ascertainable amount which arise on or before the date of Closing. During the Due Diligence Period and prior to Closing, the Purchaser shall review the Title Insurance Commitment (Exhibit B) which shall be later -dated as well as the Survey and shall be permitted to identify any liens and encumbrances of a definite and ascertainable amount which have arisen after the date of the Title Insurance Commitment (Exhibit B) and which shall be removed by the Seller without cost and/or expense to the Purchaser, or the matters in the Survey that the Purchaser finds objectionable in its sole and absolute discretion and which it identifies by its Notice to the Seller and the Titleholder [collectively, (i) liens and encumbrances of a definite and ascertainable amount appearing in the Title Insurance Commitment (Exhibit B), (ii) liens and encumbrances of a definite and ascertainable amount which have arisen after the date of the Title Insurance Commitment (Exhibit B), and (iii) Survey matters for which Notice is given are herein "Unpermitted Exceptions "]. Following receipt of Notice thereof, the Parties shall cooperate to remove such 3 Unpermitted Exceptions without cost and /or expense to the Purchaser. The Seller represents, warrants and covenants that between the date of the Title Insurance Commitment (Exhibit B) and the Closing, if title to the Property is or becomes encumbered with Unpermitted Exceptions or if the Parties are unable to remove the Unpermitted Exceptions prior to Closing, the Purchaser shall be permitted to terminate this Agreement in its sole discretion. Notwithstanding the foregoing, it is understood that Unpermitted Exceptions shall be removed by the Seller at its sole cost and expense prior to Closing. iii. During the Due Diligence Period, the Purchaser may also obtain and review written reports of searches of the records of the Office of Recorder of Deeds of Cook County (herein "Recorder "), Illinois, the Secretary of State of Illinois, the U.S. District Court for the Northern District of Illinois and any such other necessary governmental agencies confirming the absence or presence of security interests, judgments, tax liens and bankruptcy proceedings which affect or could affect the Property or any interest therein to be transferred to the Purchaser pursuant to this Agreement. B. By the expiration of the Due Diligence Period, the Purchaser, if it chooses to do so, will have examined all soils, engineering, environmental, hazardous waste, geotechnical, wetlands, feasibility and other studies and reports which the Purchaser obtains in connection with the Property, including but not limited to the investigation set forth in Section 6, and such other information relating to the Property that is specifically requested by the Purchaser of the Seller and/or the Titleholder by Notice to each given prior to the expiration of the Due Diligence Period, to the extent such information is in the possession or control of the Seller or the Titleholder, as the case may be. C. Between the Effective Date hereof and the Closing Date neither the Titleholder nor the Seller shall cause the Property or any part thereof to be alienated, encumbered or transferred in favor of or to any person, firm, company or corporation whatsoever other than to the Purchaser. D. The Title Commitment and Survey described in this Section 5 are collectively referred to as "Title Evidence ". If the Title Evidence discloses, deficiencies in endorsements or matters other than the Permitted Exceptions or, with respect to UCC Statement, liens or claims not permitted hereunder (hereinafter collectively referred to as "Defects "), the Defects shall, as a condition of the Closing, be corrected by the Seller with the Titleholder's cooperation within five (5) days from the delivery of a Noticed regarding the Title Evidence. E. Between the Effective Date and the Closing Date, the Purchaser shall have the continuing right from time to time at reasonable times without Notice to the other Parties to periodically inspect the Property, but no such inspections shall relieve the Seller and/or the Titleholder of its obligations hereunder or constitute any waiver by the Purchaser hereunder. In carrying out its reviews, searches and studies as contemplated in this Section and Section 6, the Purchaser and its agents or representatives shall have and are hereby given, the right, at their own risk, to enter upon the Property at any time prior to the Closing for any lawful purpose, including but not limited to: Verifications of information; and conducting investigations, tests and studies, soils tests, borings and hazardous waste studies. The Purchaser shall hold and save the Seller harmless from all Damages which 4 result from the Purchaser's and its agents' or representatives' entry upon the Property prior to Closing. As used in this Agreement, "Damages" means: Any and all loss, liability, expenses, costs, actions, causes of action, lawsuits, claims, demands, and other deficiencies, including but not limited to interest, penalties, reasonable attorneys fees and expenses of Litigation. ii. Any investigation or inspection conducted by the Purchaser or any agent or representative of the Purchaser pursuant to this Agreement, in order to verify independently the Seller 's satisfaction of any conditions precedent to the Purchaser's obligations hereunder or to determine whether the Seller 's representations and warranties made in this Agreement are true and accurate, shall not affect (or constitute a waiver by the Purchaser of) any of the Seller 's and/or the Titleholder representations, warranties or obligations hereunder or the Purchaser's reliance thereon. 6. HAZARDOUS MATERIALS SITE INVESTIGATION The Purchaser has caused a Phase 1 Environmental Site Assessment to be conducted. A. Purchaser shall provide the Seller and the Titleholder with a copy of the Survey and a copy of the Phase 1 Environmental Site Assessment. B. If the Phase 1 Environmental Site Assessment reveals recognized environmental conditions for the potential presence of petroleum products or hazardous substances on the Property (herein "Soil Contamination "), at its cost the Purchaser may cause a Phase 2 Environmental Site Assessment of the Property to be conducted. C. If the Purchaser's Phase 2 Environmental Site Assessment reveals the presence of Soil Contamination, the Purchaser may undertake remediation of the Soil Contamination at its sole cost and expense with diligent and continuous effort, promptly commencing such remediation and thereafter prosecuting same with diligence and continuity. In such event, the time of Closing shall be extended until the remediation has been completed. D. Notwithstanding anything to the contrary contained elsewhere in this Agreement, if the Purchaser is not satisfied with the Property for any reason the Purchaser may elect to terminate this Agreement upon Notice to the Seller and, in such case, the Earnest Money shall be promptly returned to the Purchaser. 7. CONVEYANCE OF TITLE — COSTS At a time and date (herein "Closing Date ") selected by mutual agreement of the Parties' attorneys following the Due Diligence Period as same may be extended by the Purchaser and /or the time during which remediation is being prosecuted by the Seller with diligence and continuity, as the case may be, the Parties' attorneys will meet in the Escrowee's office at the Title Company for the culmination of all of the conveyancing to the Purchaser and payment of the Purchase Price by the Purchaser to the Seller using a New York style Closing. A. At Closing the Titleholder shall deliver the following items to the Purchaser: i. The Titleholder shall give the Purchaser its warranty deed (herein "Warranty Deed ") —the Warranty Deed to be in the form thereof attached hereto and made a part hereof as group Exhibit Ci —being in recordable form and 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 not yet due and payable as of the Closing Date; (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 shall be removed at Closing at the Seller's sole cost and expense by the Purchaser's payment of the amount no more than the Purchase Price at the time of Conveyance, unless and to the extent any of the same are Unpermitted Exceptions which have arisen after the date of the Title Insurance Commitment (Exhibit B), in which case each Unpermitted Exception shall have been removed by the Seller at its sole cost and expense prior to Closing or the Purchaser, if such exceptions arose by actions of the Purchaser or its agents; 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 "). ii. An ALTA Affidavit of Title. iii. A Closing Statement with credits from the Seller to the Purchaser for real estate tax and other prorations set forth in Section 8. iv. Transfer tax declarations. [Note: While no transfer tax shall be due or payable in connection with any such conveyance to the Purchaser or asserted by Purchaser as part of the Purchase Price in connection with any such conveyance to the Purchaser, the Titleholder shall furnish all declarations required.] V. The Titleholder's certificate to the Purchaser dated as of the Closing Date confirming that the representations and warranties set forth in Section 12 are true and correct on and have been remade as of the Closing Date. vi. A non - foreign certificate sufficient in form and substance to relieve the Titleholder of any and all withholding obligations under federal law, which certificate shall be reasonably satisfactory to the Title Company. B. At Closing the Seller shall deliver the following items to the Purchaser: i. The Seller shall give the Purchaser its quit claim deed (herein "Quit Claim Deed ") — both the Quit Claim Deed to be in the form thereof attached hereto and made a part hereof as group Exhibit C2 —being in recordable form and conveying to the Purchaser all of the Seller's right, title and interest to the Property, so that together with the Warranty Deed the Conveyance shall be 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 not yet due and payable as of the Closing Date; (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 shall be removed at Closing at the Seller's sole cost and expense by the Purchaser's payment of the amount no more than the Purchase Price at the time of Conveyance, unless and to the extent any of the same are Unpermitted Exceptions which have arisen after the date of the Title Insurance Commitment (Exhibit B), in which case each Unpermitted Exception shall have been removed by the Seller at its sole cost and expense prior to Closing or the Purchaser, if such exceptions arose by actions of the Purchaser or its agents; 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 "). ii. An ALTA Affidavit of Title. iii. A Closing Statement with credits from the Seller to the Purchaser for real estate tax and other prorations set forth in Section 8. iv. The Title Policy. V. Transfer tax declarations. [Note: While no transfer tax shall be due or payable in connection with any such conveyance to the Purchaser or asserted by Purchaser as part of the Purchase Price in connection with any such conveyance to the Purchaser, the Titleholder shall furnish all declarations required.] vi. The Seller's certificate to the Purchaser dated as of the Closing Date confirming that the representations and warranties set forth in Section 11 are true and correct on and have been remade as of the Closing Date. vii. A non - foreign certificate sufficient in form and substance to relieve the Seller of any and all withholding obligations under federal law, which certificate shall be reasonably satisfactory to the Title Company. C. At Closing the Purchaser shall deliver the following items to the Seller: i. The balance of the Purchase Price, if any, after all principal and accrued interest on all outstanding mortgages of record and all other liens and encumbrances of a definite or ascertainable amount have been paid. ii. The Purchaser's certificate dated as of the Closing Date confirming that the representations and warranties set forth in Section 13 are true and correct on and have been remade as of the Closing Date. iii. 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. D. 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. E. Upon Closing, at the Purchaser's cost and expense, the Title Company or Escrowee, as the case may be, shall file the Titleholder's Warranty Deed and the Seller's Quit Claim Deed with the Cook County Recorder of Deeds for recordation against title to the Property. 8. PRORATIONS AND ADJUSTMENTS At Closing, an adjustment to the Purchase Price shall be made between Seller and Purchaser on a per diem basis through the Closing Date for rents, premiums under assignable insurance policies, water and other utility charges, fuels, prepaid service contracts, and other similar items. The amount of general real estate taxes and other state or city taxes, charges and assessments levied against the Property, not yet due and payable or due but not yet paid, shall be prorated at Closing through the Closing Date on the basis of 105% of the most recent ascertainable taxes. All prorations shall be final. 9. SURRENDER OF POSSESSION Within 60 days of the Closing the Titleholder will cause the Property to be completely vacated and free and clear of any and all personal property, whereupon the Purchaser will pay Ten Thousand and No One - Hundredths Dollars ($10,000.00) to the Titleholder. Upon receipt of such payment, the Titleholder shall forfeit automatically any and all rights, if any, to payment of any and all other funds from the Purchaser to it or anyone else for relocation or for any other matter or purpose. In the event the Titleholder fails to surrender the Property within the 60 day period with the Property cleared of all personal property: A. On the sixty -first (61S) day following the Closing, the Purchaser shall have immediate possession of the Property and ownership of everything located thereon and therein; B. The Titleholder undertakes and covenants hereby to indemnify and hold harmless the Purchaser and all of the Purchaser's officers, employees and independent contractors from all Damages arising as a result of the Village's Closing on this Agreement and/or removing (by use of force, if necessary) all persons and personal property remaining on the Property on or after the 61" day following the Closing; and C. The Titleholder hereby forfeits any and all rights, if any, to payment of all funds from the Purchaser to it or anyone else. 10. 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 Date, each of which shall continue as specific conditions to Closing: i. The representations and warranties of the Seller contained in Section 11 shall be true and correct as of the Closing. ii. The representations and warranties of the Titleholder contained in Section 12 shall be true and correct as of the Closing. iii. At no time prior to the Closing shall any of the following have been done by or against or with respect to Seller and/or the Titleholder: (a) the commencement of a case under Title 1 I 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. iv. The commitment of the Title Company to issue its Title Policy as of the date of the Closing with extended coverage over the five general exceptions and subject ' only to permitted exceptions. V. The Purchaser will receive a credit towards payment of the Purchase Price upon payment of the Earnest Money to the Seller at Closing. vi. All Unpermitted Exceptions including all principal and accrued interest on all outstanding mortgages of record and all other liens and encumbrances of a defmite or ascertainable amount shall have been removed from the Title Commitment. B. The obligations of the Seller and the Titleholder hereunder shall be subject to the representations and warranties of the Purchaser contained in Section 13 being true and correct and in compliance as of the Closing. C. Any Party may at any time or times, at its election, waive any of the conditions to its obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by such Party. No such waiver shall reduce the rights or remedies of a Parry by reason of any breach by the other Party (but if a condition is waived, the Parry waiving the same may not rescind this Agreement on the basis of the failure of such waived conditions). In the event that for any reason any item required to be delivered to a Party by the other Party hereunder shall not be delivered when required, then such other Party shall nevertheless remain obligated to deliver the same to the first Party, and nothing (including, but not limited to, the closing of the transaction hereunder) shall be deemed a waiver by the first Party of any such requirement. 11. AUTHORITY OF THE SELLER A. The Seller is validly existing and in good standing under the laws of the State of Illinois and, if the Seller were to have successfully concluded its foreclosure action against the Titleholder, it would have full power and authority to deliver all of the other documents and instruments required to be delivered by the Titleholder and to perform all of the Titleholder's obligations under this Agreement and all of such other documents and instruments. Notwithstanding the foregoing, this Agreement and all such other documents and instruments, when executed and delivered by the Seller, will be unconditionally binding on, valid and enforceable against the Seller in accordance with the provisions hereof and thereof. B. The execution, delivery of and performance under this Agreement is pursuant to authority validly and duly conferred by the Seller upon its signatories hereto. 12. AUTHORITY OF THE TITLEHOLDER A. The Titleholder is 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 all of the other documents and instruments required to be delivered by the Titleholder hereunder and to perform all of its obligations under this Agreement and all of such other documents and instruments. Accordingly, this Agreement and all such other documents and instruments, when 9 executed and delivered, will be unconditionally binding on, valid and enforceable against the Titleholder in accordance with the provisions hereof and thereof. B. The execution, delivery of and performance under this Agreement is pursuant to authority validly and duly conferred by the Titleholder upon its signatories hereto. 13. AUTHORITY OF THE PURCHASER A. 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. This Agreement has been duly authorized by all necessary action of its corporate authorities and duly conferred by the Purchaser upon its signatories hereto. 14. DEFAULT; REMEDIES Any breach by a Party of the covenants contained in this Agreement, the failure of any Party to perform any provision of this Agreement required of it to be performed and the performance by any Party of an act or acts prohibited by any provision of this Agreement shall each be and constitute a "Default." A. In the event of a Default by the Purchaser, the Earnest Money shall be forfeited to the Seller and shall constitute liquidated damages payable to the Seller as the Seller's only remedy in the event of a Default by the Purchaser. B. In an event of Default by the Seller and/or the Titleholder, as the case may be, the Purchaser may not exercise its rights under this Subsection B of this Section 14, until the Purchaser has sent Notice to the offending Party of the Default or alleged Default and allowing that Party a period of thirty (30) days for the curing of said Default or alleged Default; provided, however, that in the event such Default or alleged Default cannot be cured within said thirty (30) day period notwithstanding diligent and continuous effort by such Party with such Party having promptly commenced to cure the Default or alleged Default and having thereafter prosecuted the curing of same with diligence and continuity, then the period for curing such Default or alleged Default shall be extended for such period as may be necessary for curing such Default or alleged Default with diligence and continuity. i. The continuation of any such Default after thirty (30) days (or for such longer cure period as set forth in A above) following written Notice by the Purchaser specifying such Default to the Seller and/or the Titleholder, as the case may be, shall permit the Purchaser, at its sole discretion: To terminate this Agreement or to enforce or compel the performance of this Agreement by suitable action or other proceeding brought in law or in equity, including specific performance. ii. The Party prevailing in such enforcement proceeding shall be entitled to recover its reasonable attorneys fees from the other Party. 10 15. 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: State Bank of Countryside 6734 Joliet Road Countryside, IL 60525 If to the Titleholder: John Ratkovich Equities LP with a copy to: Robert Handley Burke & Handley 1430 Branding Avenue, Suite 175 Downers Grove, IL 60515 with a copy to: John P. Antonopoulos, Esq. Law Offices of Antonopoulos & Virtel, P.C. 15419 127t' Street, Suite 100 Lemont, IL 60439 If to the Purchaser: 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 22 South Washington Ave. Lemont, IL 60439 Lemont, IL 60439 Park Ridge, IL 60068 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. 16. BROKERAGE Heretofore the Titleholder retained a real estate broker (herein "Broker ") in connection with selling the Property. The Seller has negotiated the commission to be paid the Broker to four percent (4 %) of the Purchase Price. Payment of that Broker's fee remains the responsibility of the Seller and the Purchaser shall not pay any portion of such Broker's fees. There are no other brokers or finders involved with this transaction. Each Party hereby undertakes that it will defend, indemnify and hold the other harmless against any and all claims of other brokers, finders or the like, and against the claims of all third persons, firms, companies or corporations claiming any right to a commission or compensation by or through acts of that Party or that Party's partners, agents or affiliates in connection with this Agreement. Each Party's indemnity obligations shall survive the Closing and shall include all Damages, losses, costs, liabilities and expenses, including reasonable liabilities and expenses, including reasonable attorneys' fees, which may be incurred by the other in connection with all matters against which the other is being indemnified hereunder. 17. MISCELLANEOUS PROVISIONS A. This Agreement shall bind the successors and assigns of: i) The Seller, its corporate officials, and its and their successors in office, and its and their respective successors in interest; ii) the Titleholder, its partners and its and their successor partners, and its and their respective successors in interest; and iii) 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- i. In compliance with 65 ILCS 5/11- 42.1 -1 and under the oath of the person signing this Agreement on its behalf, the Seller swears and affirms hereby that it is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, unless: (a) it is contesting, in accordance with the procedures established by the appropriate revenue Act, its liability for the tax or the amount of the tax; or (b) it 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) the Owner further understands that making a false statement herein is a Class I Misdemeanor that voids this Agreement. ii. The Seller 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). iii. In compliance with 65 ILCS 5/11- 42.1 -1 and under the oath of the person signing this Agreement on its behalf, the Titleholder swears and affirms hereby that it is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, unless: (a) it is contesting, in accordance with the procedures established by the appropriate revenue Act, its liability for the tax or the amount of the tax; or (b) it 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) the Owner further understands that making a false statement herein is a Class I Misdemeanor that voids this Agreement. iv. The Titleholder 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). V. 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 are exclusive to any other rights or remedies which may be granted by law. 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 12 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. i. 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. ii. 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. iii. 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 including but not limited to the Purchase Contract. 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. 18. SEXTUPLICATES 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 Village Administrator of the Purchaser, each Party shall receive two (2) fully executed originals hereof. IN WITNESS WHEREOF this Agreement is executed by the Parties, each intending to be 13 legally bound hereby. Agreed to for the Seller: STATE BANK OF COUNTRYSIDE By: Its (SEAL) President VILLAGE OF LEMONT Agreed to for the Titleholder: JOHN RATKOVICH EQUITIES LP General Partner Agreed to for the Purchaser: Ben Wehmeier, Village Administrator Attest: 14 Village Clerk (SEAL) Exhibit A Joint Order Escrow [To Be Inserted Here By the Title Company at a Meeting Attended by It and the Seller's Attorney and the Purchaser's Attorney on a Date Following the execution of this Agreement.] Note: This Escrow will be used to hold the Earnest Money as well as the required wire transfer of Purchaser's funds for the balance of the Purchase Price due at Closing. fE Exhibit B COMMITMENT FOR TITLE INSURANCE Chicago Title Insurance Company Commitment No. 1410 PR0001572 UL, dated February 17, 2012, to be later -dated to Insure Title. [To Be Inserted Here] 10 Exhibit C, Warranty Deed Form THIS DOCUMENT PREPARED BY: John P Antonopoulos, Esq. Antonopoulos & Virtel, P.C. 15419 1278 "' Street, Suite 100 Lemont, IL 60439 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 THE GRANTOR, JOHN RATKOVICH EQUITIES LP, a partnership created and existing under and by virtue of the laws of the State of Illinois, 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 unto the GRANTEE, VILLAGE OF LEMONT, an Illinois municipal corporation, title and all interest to the following described real estate situated in the County of Cook, State of Illinois, to wit: LOT 5 IN DOOLIN AND KIRK'S RESUBDIVISION OF THE SOUTH EAST 1/4 (EXCEPT LOTS I THROUGH 5 IN BOE'S SUBDIVISION) AND THE EAST 404.7 FEET OF THE SOUTHWEST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 14, TOWNSHIP 37 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS [PIN: 22 -14- 401- 009 - 0000]* (the "Property "); TO HAVE AND TO HOLD said Property as sole owner forever, subject to: Covenants, conditions and restrictions of record; but hereby releasing and waiving all rights under and by virtue of the Homestead Exemption Laws of the State of Illinois. 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. IN WITNESS WHEREOF the Grantor has executed this Warranty Deed this day of .2012. JOHN RATKOVICH EQUITIES LP Partner 17 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 be Partner, an Illinois limited partnership, and personally known to me to be the same person whose name is subscribed to the foregoing instrument as such _ Partner, appeared before me this day in person and acknowledged that he signed, sealed and delivered said instrument as such Partner as his free and voluntary acts and as the free and voluntary acts of said partnership for the uses and purposes therein set forth. (SEAL) GIVEN under my hand and notarial seal this day of Notary Public 2012. *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 Survey described in Paragraph 1 of Subsection A of V of this Agreement; and hence, this form is subject to changes to conform with the Survey. 18 Exhibit CZ Quit Claim Deed Form THIS DOCUMENT PREPARED BY: Robert Handley, Esq. BURKE & HANDLEY 1430 Branding Avenue, Suite 175 Downers Grove, IL 60515 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 QUIT CLAIM DEED STATE BANK OF COUNTRYSIDE, an Illinois chartered bank, for and in consideration of TEN DOLLARS ($10.00) and other good and valuable consideration in hand paid, does hereby CONVEY AND QUIT CLAIM to the GRANTEE, VILLAGE OF LEMONT, an Illinois municipal corporation, title to the following described real estate (the "Property") situated in the County of Cook, State of Illinois, to wit: LOT 5 IN DOOLIN AND KIRK'S RESUBDIVISION OF THE SOUTH EAST 1/4 (EXCEPT LOTS 1 THROUGH 5 IN BOE'S SUBDIVISION) AND THE EAST 404.7 FEET OF THE SOUTHWEST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 14, TOWNSHIP 37 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS [PIN: 22 -14 -401- 009 - 0000]* hereby releasing and waiving all rights under and by virtue of the laws of the State of Illinois and all of its interest in and to the Property. TOGETHER WITH all Grantor's right, title and interest in and to the tenements appurtenant to the Property and all easements and rights -of -way of record as well as all easements and rights -of -way that may have been created by the Grantor that are appurtenant to the Property. IN WITNESS WHEREOF the Grantor has executed this Quit Claim Deed this day of 52012. STATE BANK OF COUNTRYSIDE, an Illinois chartered bank ATTEST: (SEAL) President 19 Secretary 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 _ and personally known to me to be President and the _ Secretary of the State Bank of Countryside, an Illinois chartered bank, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such President and _ Secretary, appeared before me this day in person and acknowledged that they signed, sealed and delivered said instrument as such President and Secretary as their free and voluntary acts and as the free and voluntary acts of said bank for the uses and purposes therein set forth. (SEAL) GIVEN under my hand and notarial seal this day of , 2012. 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 Survey described in Paragraph i of Subsection A of 5 of this Agreement; and hence, this form is subject to changes to conform with the Survey. 20