O-57-12 08-27-12VILLAGE OF LEMONT
ORDINANCE NO. 0-51-12
AN ORDINANCE APPROVING THE PURCHASE OF CERTAIN REAL PROPERTY
KNOWN AS 10990 ARCHER AVENUE
ADOPTED BY THE
PRESIDENT AND THE BOARD OF TRUSTEES
OF THE VILLAGE OF LEMONT
THIS 27th 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 27th day of August, 2012.
Ordinance No. O-JI-12
AN ORDINANCE APPROVING THE PURCHASE 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 ( "Property "), is
necessary, convenient and in the interest of the Village of Lemont; and
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 authorized the acquisition of the Property by duly enacting
Ordinance No. 0 -12 -12 on February 27, 2012; Ordinance No. 0 -15 -12 on March 12, 2012,
Ordinance No. 0 -51 -12 on August 13, 2012; and
WHEREAS, the Village Board finds that the approval of the Substitution Contract
attached as Exhibit B is necessary, convenient and the in the interest of the Village of Lemont.
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 makes them a part of this Ordinance as if fully set forth herein.
SECTION 2: The Village Board finds that it is necessary, convenient and in the interest
of the public health, safety and welfare of the residents of the Village to acquire the Property.
SECTION 3: The Village Board hereby approves the Substitution Contract attached as
Exhibit B to this Ordinance.
SECTION 4: The President and the Village Administrator are authorized to execute any
and all documents (and the Clerk to attest their signatures as required), including but not limited to
Exhibit B attached hereto, which are necessary to complete the transaction and acquire the
Property. The Village Attorneys, 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. The Village President
and/or the Administrator are authorized to make modifications to Exhibit B prior to execution of
the same. They are further authorized to revise the legal description of the Property as necessary
to conform to an ALTA survey of the Property.
SECTION 5: 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.
k 369707 1
SECTION 6: 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 7: 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 27th day of August. 2012.
PRESIDENT AND VILLAGE BOARD MEMBERS:
ABSTAIN
President
ATT ST:
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CHARLENE M. SMOLLEN
Village Clerk
# 369707
AYES: NAYS: ABSENT
Debby Blatzer
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Paul Chialdikas
Clifford Miklos
Ron Stapleton
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Rick Sniegowski
Jeanette Virgilio
ABSTAIN
President
ATT ST:
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CHARLENE M. SMOLLEN
Village Clerk
# 369707
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.
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EXHIBIT B
#369707 Q
EXHIBIT B
08Q/12
SUBSTITUTION AGREEMENT
THIS SUBSTITUTION AGREEMENT (herein "Agreement "), is made and entered into as of
this 22nd 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
Prior to the Closing on August 29 2012 (herein "Closing Date "), the Titleholder will
convey title to the Seller and at Closing the Seller shall make the Conveyance to the Purchaser
upon the terms and conditions hereinafter set forth, for the purchase price (herein "Purchase
Price) free and clear of all outstanding mortgages of record and all other liens and
encumbrances. The 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 '/. (EXCEPT LOTS I
THROUGH 5 IN BOE'S SUBDIVISION) AND THE EAST 404.7 FEET OF THE SOUTHWEST' /4 OF
THE SOUTHEAST 'b OF SECTION 14, TOWNSHIP 37 NORTH, RANGE 11, EAST OF THE THIRD
PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
3. PURCHASE PRICE
The total purchase price (herein "Purchase Price ") to be paid to the Seller by the
Purchaser for the Property in cash at Closing is Three Hundred Seventy -Five Thousand and
No /100ths United States Dollars ($375,000.00). The In light of the proximity of the Closing
Date, the Seller hereby waives the deposit of earnest money.
4. 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 A 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. Except as noted below, the Purchaser has performed all of its due diligence,
undertaking same after the execution of the Purchase Contract.
i. Prior to Closing 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
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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. Prior to Closing, the Purchaser shall review the Title Insurance
Commitment (Exhibit A) 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 A) 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 A), (ii) liens and
encumbrances of a definite and ascertainable amount which have arisen after the date of the Title
Insurance Commitment (Exhibit A), 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 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 A) 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.
B. 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.
C. The Title Commitment and Survey described in this Section 4 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.
D. 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, 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.
i. The Purchaser shall hold and save the Seller harmless from all Damages which
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,
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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.
5. HAZARDOUS MATERIALS SITE INVESTIGATION
The Purchaser has caused a Phase I Environmental Site Assessment to be conducted.
Having completed the Phase I Environmental Site Assessment, the G2 Consulting Group found
no evidence of recognized environmental conditions in connection with the Property.
6. CONVEYANCE OF TITLE — COSTS
On the Closing Date at a time selected by mutual agreement of the Parties' attorneys, the
Parties' attorneys will meet in the Wheaton branch of 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. Prior to Closing the Titleholder shall deliver the following items to the Seller:
i. The Titleholder shall give the Seller its warranty deed (herein "Warranty
Deed ") in recordable form and conveying to the Seller 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
Seller 's 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, unless and to the extent any of the same are
Unpermitted Exceptions which have arisen after the date of the Title Insurance Commitment
(Exhibit A), 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 proration set forth in Section 7.
iv. Transfer tax declarations. [Note: While no transfer tax shall be due or payable
in connection with any such conveyance to the Seller or asserted by Seller as part of the Purchase
Price in connection with any such conveyance to the Seller, the Titleholder shall
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famish all declarations required.]
V. The Titleholder's certificate to the Seller 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.
vi. A non -foreign certificate sufficient in form and substance 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 warranty deed (herein " Warranty
Deed ") in the form thereof attached hereto and made a part hereof as group Exhibit B — being in
recordable form and conveying to the Purchaser all of the Seller's right, title and interest to the
Property, so that 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 using the Purchase Price paid at the time of Conveyance as
payment for all or a portion of such cost, if such cost exceeds the amount of the Purchase Price,
unless and to the extent any of the same are Unpermitted Exceptions which have arisen after the
date of the Title Insurance Commitment (Exhibit A), 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 7.
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 10 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
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ascertainable amount have been paid.
ii. The Purchasers certificate 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.
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 home 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, shall file the
Titleholder's Deed and the Seller's Warranty Deed with the Cook County Recorder of Deeds for
recordation against title to the Property.
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
proration shall be final.
8. 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 fixtures firmly affixed to the real property as the Titleholder
wishes to remove or cause to be removed as well as 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 (61") day following the Closing, the Purchaser shall have
immediate possession of the Property and ownership of everything real and personal 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 as well as personal property and fixtures remaining on the
Property on or after the 615` 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.
9. 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 10 shall be
true and correct as of the Closing.
ii. The representations and warranties of the Titleholder contained in Section 11
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
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.
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 definite 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 12 being true and correct
and in compliance as of the Closing.
C. Any Parry 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 Party by reason of any
breach by the other Party (but if a condition is waived, the Party 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.
10. 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.
11. 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
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.
12. 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.
13. DEFAULT;
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 13, 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.
14. 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 with a copy to: Robert Handley
6734 Joliet Road Burke & Handley
Countryside, IL 60525 1430 Branding Avenue, Suite 175
Downers Grove, IL 60515
If to the Titleholder:
John Ratkovich Equities LP with a copy to: John P. Antonopoulos, Esq.
Law Offices of Antonopoulos & Virtel, P.C.
15419 127' 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.
15. 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.
16. 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 5/1142.1 -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:
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(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
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.
17. 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
legally bound hereby.
Agreed to for the Seller:
STATE BANK OF COUNTRYSIDE
By:_
Its .
(SEAL)
President
VILLAGE OF LEMONT
am
Agreed to for the Titleholder:
JOHN RATKOVICH EQUITIES LP
0
General Partner
Agreed to for the Purchaser:
Ben Wehmeier, Village Administrator
Attest:
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i
Exhibit A
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]
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Exhibit B
Warranty 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 I b of §35 ILCS 200/3145.
Village Attorney — Grantee's Agent
WARRANTY DEED
THE GRANTOR, STATE BANK OF COUNTRYSIDE, an Illinois chartered bank 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 114 (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]*
(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.
STATE BANK OF COUNTRYSIDE, an Illinois chartered bank
ATTEST: (SEAL)
President
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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 Section 5 of this Agreement; and hence, this form is subject to changes to conform with the Survey.
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