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O-06-13 Authorizing the Acquisition of Certain Real Property Known as 10970 Archer AveVILLAGE OF LEMONT ORDINANCE NO.O -�_-13 AN ORDINANCE AUTHORIZING THE ACQUISITION OF CERTAIN REAL PROPERTY KNOWN AS 10970 ARCHER AVENUE ADOPTED BY THE PRESIDENT AND THE BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT THIS 14th DAY OF JANUARY, 2013 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 14th day of January, 2013. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL, AND DUPAGE, ILLINOIS, on this 14thday of January, 2013. Debby Blatzer Paul Chialdikas Clifford Miklos Ron Stapleton Rick Sniegowski Jeanette Virgilio PRESIDENT AND VILLAGE BOARD MEMBERS: AYES: NAYS: ABSENT: ABSTAIN ATTEST: CHARLENE M. SMOLLLENI Village Clerk EXHIBIT A LEGAL DESCRIPTION PARCEL 1: THE NORTH 65 FEET OF THE SOUTH 198.9 FEET OF LOT 1 IN DOOLIN AND KIRK'S RESUBDIVISION OF THE EAST 404.7 FEET OF THE SOUTHWEST 1/4 OF THE SOUTHEAST 1/4 AND OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 14, TOWNSHIP 37 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, (EXCEPT LOTS 1, 2, 3, 4 AND 5 IN CHRISTIAN BROTHER'S SUBDIVISION OF CERTAIN PARTS THEREOF) IN COOK COUNTY, ILLINOIS. PARCEL 2: THAT PART OF LOT 1 IN THE RESUBDIVISION OF THE EAST 404.7 FEET OF THE SOUTHWEST 1/4 OF THE SOUTHEAST 1/4 AND THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 14, TOWNSHIP 37 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, (EXCEPT LOTS 1, 2, 3, 4 AND 5 IN CHRISTIAN BROTHER'S SUBDIVISION OF CERTAIN PARTS THEREOF) DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 833.6 FEET NORTH OF THE SOUTHEAST CORNER OF SAID SECTION; THENCE WEST 300 FEET; THENCE NORTH 50 FEET; THENCE EAST 300 FEET; THENCE SOUTH 50 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. More commonly known as 10970 Archer Ave, Lemont, Illinois 60439 Tax I.D. No: 22 -14 -401- 029 -0000 4 11/1/1] INSTALLMENT AGREEMENT FOR SALE AND PURCHASE THIS INSTALLMENT AGREEMENT FOR SALE AND PURCHASE (herein "Agreement"), is made and entered into by and between 10970 ARCHER AVENUE PROPERTY, INC. (herein "Seller "), and the VILLAGE OF LEMONT, an Illinois municipal corporation (herein "Purchaser ") as of this day of November _ 2012 (herein "Effective Dete'j. The Purchaser and the Seller are collectively referred to herein as "Parties" and, in consideration of their mutual promises and covenants herein contained, it is agreed as follows: I. RECITALS A. No personal property is included in the sale of the real estate commonly known as 10970 Archer Avenue (herein "Property "), Lemont Illinois, B. The Purchaser acknowledges that the culmination of the transaction contemplated in this Agreement (herein the "Closing") may be delayed in the event the Purchaser's investigation of the soil conditions of the Property reveal conditions requiring remediation thereof; and in such event the Parties will agree to delay the Closing until a date and time mutually agreed to (herein "Closing Date") by the attorneys for the Parties after the date after certain contingencies recited later in this Agreement have occurred. 11. PROPERTY TO BE SOLD AND CONVEYED The Seller shall sell and convey to the Purchaser and the Purchaser shall purchase from the Seller, for the Purchase Price and upon the terms and conditions hereinafter set forth, the Property which has the following permanent property index number: 22 -14 -401- 029 -0000; and is legally described as: "Insert Legal Description" III. PURCHASE PRICE The total purchase price (herein "Purchase Price ") to be paid to the Seller by the Purchaser in two installments for the Property is Five Hundred Twenty -Five Thousand and No /100ths United States Dollars ($525,000.00), less principal and accrued interest on all outstanding mortgages of record and all other liens and encumbrances of a definite or ascertainable amount. The Purchase Price shall be payable as follows: 1) The first installment of Two Hundred Seventy -Five Thousand and No /100ths United States Dollars ($275,000.00) shall be paid in cash at Closing through the release to the Seller of the deposit of the Twenty - Five Thousand and No /100ths United States Dollars ($25,000.00) as "Earnest Money" and payment of Two Hundred Fifty Thousand and No /100ths United States Dollars ($250,060.00) by Purchaser to Seller; and 2) the second and final installment of Two Hundred Fifty Thousand Dollars and No/100ths United States Dollars ($250,000.00) (herein "Second Installment') of the 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 shall have the right to 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, whether contemplated in this Section and Section VI or not. This thirty (30) day period is herein the "Due Diligence Period," which may be extended by the mutual agreement of the Parties. To the extent such information is in the possession or control of the Seller or may be obtained by the Seller at the Purchaser's cost and expense through the exercise of commercially reasonable efforts, such information shall be furnished by the Seller to the Purchaser. 1. During the Due Diligence Period and at the Seller'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 "). 2. The Seller 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 at Seller's sole cost and expense, 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 [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 Seller and the Purchaser shall cooperate to remove such Unpermitted Exceptions at the Seller's sole cost and expense. 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 the Seller's sole cost and expense prior to Closing. 3. 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 the Purchaser 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 3 connection with the Property, including but not limited to that set forth in Section VI, and such other information relating to the Property that is specifically requested by the Purchaser of the Seller by Notice 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 may be obtained by the Seller at the Purchaser's cost and expense through the exercise of commercially reasonable efforts. C. Between the Effective Date hereof and the Closing Date the Seller shall not cause the Property or any part thereof to be alienated, encumbered or transferred in favor of or to any person, firm, company or corporation whatsoever. D. The Title Commitment and Survey described in this Section V 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 within five (5) days from the delivery of a Notice 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 Seller to periodically inspect the Property, but no such inspections shall relieve the Seller of the Seller's 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 VI, the Purchaser and its agents or representatives shall have 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. 1. 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. "Damages" being: Any and all loss, liability, expenses, costs, actions, causes of action, lawsuits, claims, demands, losses and liabilities; and other deficiencies, including but not limited to interest, penalties, reasonable attorneys fees and expenses of Litigation. 2. 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 Purchasers 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 representations, warranties or obligations hereunder or the Purchaser's reliance thereon. VI. HAZARDOUS MATERIALS SITE INVESTIGATION During the Due Diligence Period and at the sole cost and expense of the Seller, the Purchaser will cause to be conducted a Phase I Environmental Site Assessment. A. Purchaser shall provide the Seller with a copy of the Survey and a copy of the Phase Enviimunental 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'), the Purchaser shall at the Seller's cost cause a Phase 2 Environmental Site Assessment of the Property to be conducted. C. Notwithstanding anything to the contrary contained elsewhere in this Agreement and whether or not the Seller is in Default (as hereinafter defined), if prior to Closing the Purchaser is not satisfied with the Property or title thereto for any reason, the Purchaser in its sole discretion may terminate this Agreement upon Notice to the Seller and, within five (5) business days of such Notice, the Seller's attorney and the Purchaser's attorney shall direct the Title Company to terminate the Joint Order Escrow and promptly return the Earnest Money to the Purchaser. VII. CONVEYANCE OF TITLE — COSTS On the Closing Date and time 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 Seiler with diligence and continuity, as the case may be, the Parties' attorneys will meet in the Eserowee's office at the Title Company for the culmination of all of the conveyancing by the Seller 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 Seller shall deliver the following items to the Purchaser: 1. At Closing the Seller shall give to the Purchaser the Seller's warranty deed in the form thereof attached hereto and made a part hereof as Exhibit C (herein "Warranty Deed ") in recordable form, conveying to the Purchaser fee title to the Property free and clear of all claims, liens and encumbrances, except for any and all of the following conditions in the Title Company's Title Insurance Commitment: (a) general real estate taxes 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 money 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 the Seller's 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 "). 2. An ALTA Affidavit of Title. 3. A Closing Statement with credits for real estate tax and other prorations set forth in Section VIII. 4. The Title Policy. 5. 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 Seller shall furnish all declarations required.] 6. The Seller's certificate to the Purchaser dated as of the Closing Date confirming that the representations and warranties set forth in Section X are true and correct on and have been remade as of the Closing Date. 7. 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. 8. Possession of the Property, which shall be delivered to the Purchaser in substantially the same condition as of the Effective Date, except for any required remediation having been accomplished theretofore. B. At Closing the Purchaser shall deliver the following items to the Seller: 1. The balance of the Purchase Price 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 2. The Purchaser's certificate dated as of the Closing Date confirming that the representations and warranties set forth in Section X are true and correct on and have been remade as of the Closing Date. I A non - foreign certificate sufficient in form and substance to relieve the Purchaser of any and all withholding obligations under federal law, which certificate shall be reasonably satisfactory to the Title Company. C. All costs associated with the condition of title, title insurance and survey fees; recording fees, documentary and/or transfer taxes payable in connection with the delivery or recordation of any instrument or document provided in or contemplated by this Agreement or any agreement described or referred to herein, if any; any sales and/or transaction taxes payable by reason of the transaction herein described; and all other Closing and conveyancing costs and expenses necessary to effectuate the sale contemplated by this Agreement shall be 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. D. Upon Closing, at the Seller's cost and expense, the Title Company or Escrowee, as the case may be, shall file the Seller's Warranty Deed with the Cook County Recorder of Deeds for recordation against title to the Property. VIII. 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 tinder 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 100 ° /a of the most recent ascertainable taxes with the understanding that when the final 2011 and 2012 general real estate taxes are known this proration shall be adjusted and any reduction in tax added to the amount of the Second Instalhnent or any increase in tax deducted from the amount of the Second Installment. All other prorations shall be final. IX. 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: 1. The representations and warranties of the Seller contained in Section X shall be true and correct as of the Closing. 2. At no time prior to the Closing shall any of the following have been done by or against or with respect to Seller: (a) the commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (b) the appointment of a trustee or receiver of any property interest; or (c) an assignment for the benefit of creditors. 3. The commitment of the Title Company to issue its Title Policy as of the Closing Date with extended coverage over the five general exceptions and subject only to permitted exceptions. 4. The Purchaser will receive a credit towards payment of the Purchase Price upon payment of the Earnest Money to the Seller at Closing. 5. 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 to follow hereunder shall be subject to the representations and warranties of the Purchaser contained in Section M being true and correct and in compliance as of the Closing. C. Either Party may at any time or times, at such Party's election, waive any of the conditions to the Seller's obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by such Party. No such waiver shall reduce the rights or remedies of a Party by reason of any breach or Default 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. X. AUTHORITY OF THE SELLER A. Power and Authority. The Seller has full power and authority to enter into and deliver this Agreement and all of the other documents and instruments required to be delivered by the Seller hereunder and to perform all of the Seller's obligations under this Agreement and all of such other documents and instruments. Accordingly, this Agreement and all such other documents and instruments, when executed and delivered, will be unconditionally binding on, valid and enforceable against the Seller and each of them in accordance with the provisions hereof and thereof. B. No Violations and Actions. The execution, delivery and performance by the Seller of its obligations under this Agreement will not conflict with or result in a breach of any law, govemmental Wile, regulations, judgment, decree or order by which the Seller or the Property is bound, or any of the provisions of any contract to which the Seller or any of them is a party or by which the Seller or the Property is bound. There is no action, suit, proceeding or investigation pending or threatened, before any agency, court or other governmental authority which relates to the Property or the use thereof. C. Leases. Agreement and Contract. Except for this Agreement, there are no leases, occupancy agreements, management agreements, service contracts or other agreements affecting all or any part of the Property, and the Seller will deliver possession of the Property at Closing, free of all such agreements. D. Obligations. Except for the obligations contained in this Agreement, there are no obligations in connection with the Property which will be binding upon the Purchaser or the Property after Closing. E. Compliance with Law. The conveyance of the Property will not cause the Seller to be in violation of any applicable law. F. Donations. There are no Seller- required donations or payments to or for schools, parks, fire departments or any other public entity or facilities which are required to be made by an owner of the Property. G. Assessments. There are no existing unpaid taxes, assessments or public utility charges and as of the Closing date there will be none. F. Authority to Perform. The Seller, jointly and severally, has full authority to execute, deliver of and perform the Seller's obligations under this Agreement. X1. AUTHORITY OF THE PURCHASER A. Power and Authority. The Purchaser is a municipal corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and has full power and authority to enter into and deliver this Agreement and to perform all of its obligations under this Agreement. This Agreement and all such other documents and instruments, when executed and delivered, will be unconditionally binding on, valid and enforceable against the Purchaser in accordance with the provisions hereof and thereof. B. Authority to Perform. This Agreement has been duly authorized by all necessary action of its corporate authorities and duly conferred by the Purchaser upon its signatories hereto. XII. DEFAULT; REMEDIES "Default" by a Party includes but is not limited to any breach 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. A. In the event of a Default by the Purchaser following Closing, by reason of the Purchaser's failure to the Second Installment within the timeframe provided in this Agreement, Seller shall be entitled to recover its reasonable attorney's fees from the Purchaser arising from the Seller's enforcement of this Agreement in order to secure such payment. Purchaser's failure to pay the Second Installment within the timeframe provided for in this Agreement shall be considered a Default. The Seller shall not exercise its right to enforce payment of the Second Installment under this Subsection A of this Section XII, until the Seller has given Notice to the Purchaser of the Default or alleged Default and allowing the Purchaser a period of thirty (30) days for the curing of said Default or alleged Default. B. In an event of Default by the Seller, the Purchaser shall not exercise its rights under this Subsection B of this Section XII, until the Purchaser has given Notice to the Seller of the Default or alleged Default and allowing the Seller 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 the Seller with the Seller 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. 1. 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 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. 2. The Party prevailing in such enforcement proceeding shall be entitled to recover its reasonable attorneys fees from the other Party. XIII. 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: 10970 Archer Avenue Property, Inc. Arm Tim White, President 10970 Archer Avenue Lemont, IL 60439 with a copy to: Peter Coules, Jr. Donatelli & Coules Ltd. 15 Salt Creek Lane, Suite 312 Hinsdale, IL 60521 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 233 S. Wacker Drive 22nd Floor Lemont, IL 60439 Lemont, IL 60439 Chicago, IL 60606 B. Any Party hereto may change the place and/or person listed above and/or add persons to the above list for giving Notices by Notice given ten (10) days prior to the date such change will become effective. XIV. BROKERAGE Seller and Purchaser each represent and warrant to the other that no real estate agent or broker was involved in negotiating the transaction contemplated herein. In the event any other claims for real estate comnlissions, fees or compensation arise in connection with this transaction, the Party so incprting or causing such claims shall indemnify, defend and hold harmless the other Party from any loss or damage, including attorneys' fees, which said other Party suffers because of said claims. In no event shall the Purchaser have any liability to any broker contracted with the Seller, whether or not Closing occurs or Closing fails to occur for any reason whatsoever. XV. MISCELLANEOUS PROVISIONS A. This Agreement shall bind the heirs, successors and assigns of the Seller and their respective successors in interest; as well as the Purchaser, its corporate officials, and its and their successors in office and its and their respective successors in interest; and shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Parties hereto. B. By execution hereof: 1. In compliance with 65 ILCS 5/11- 42.1 -1 and under the oath of the persons signing this Agreement as Seller, each Seller swears and affirms hereby that each is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, unless: (a) such person is contesting, in accordance with the procedures established by the appropriate revenue Act, such person's liability for the tax or the amount of the tax; or (b) such person has contracted with the Department of Revenue for the payment of all such taxes that are due and is in compliance with that contract; and (c) each person signing as Seller further understands that making a false statement herein is a Class I Misdemeanor that voids this Agreement. 2. The Seller certifies hereby that each person signing as Seller is not barred from entering into this Agreement as a result of violations of either Section 33133 or Section 33134 of the Illinois Criminal Code, that each has a written policy against sexual harassment in place in full compliance with 775 ILCS 5/2105(A)(4), and each is in compliance with the Illinois Drug Free Workplace Act (30 ILCS 580/2). 3. The Purchaser certifies hereby that it is not barred from entering into this Agreement as a result of violations of either Section 33E3 or Section 33134 of the Illinois Criminal Code, that it has a written policy against sexual harassment in place in full compliance 10 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. 1. If any provision of this Agreement is capable of two (2) constructions, one of which would render the provision invalid and the other of which would make the provision valid, then the provision shall have the meaning which renders it valid. 2. In the event any provision of this Agreement or part thereof shall be deemed invalid by a court of competent jurisdiction, such invalidity of said provision or part thereof shall not affect the validity of any other provision hereof. In addition, the invalidity or unenforceability of any provision of this Agreement shall not offset or invalidate any other provision of this Agreement. 3. This Agreement, including the exhibits hereto, has been negotiated by all Parties. This Agreement shall not be construed more strictly against the Purchaser than against the Seller merely by virtue of the fact that the same has been prepared by legal counsel for the Purchaser. It is recognized and acknowledged by the Parties that both the Purchaser and the Seller have contributed substantially and materially to the preparation, form, substance and content of this Agreement. E. Except as expressly set forth herein, this Agreement constitutes the entire agreement between the Parties with respect to the relationship of the Parties contemplated herein, and supersedes all prior and contemporaneous agreements and undertakings of the Parties pertaining to the subject matter hereof. F. No modifications, amendments, discharge or change of this Agreement shall be valid unless the same is in writing and signed by both of the Parties against which the enforcement of such modification, amendment, discharge or change is sought. G. The headings of the sections, paragraphs, and other parts of this Agreement are for convenience and reference only and in no way define, extend, limit, or describe the meaning, scope, or intent of this Agreement, or the meaning, scope, or intent of any provision hereof. H. Neither Party shall assign this Agreement prior to Closing without the prior written consent of the other Party; and neither Party shall record or cause to be recorded with the Recorder this Agreement or any memorandum hereof or any document containing a reference hereto. All exhibits attached hereto are hereby made a part of this Agreement. XVI. QUADRUPLICATES This Agreement shall be executed in quadruplicate, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Following execution of this Agreement by the Mayor of the Purchaser, each 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 S 10970 Archer Avenue Property, Inc By: Tim White Its: President Agreed to for the Purchaser: VILLAGE OF LEMONT By: Benjamin Wehmeier, Village Administrator .Attest: (SEAL) illage Clerk 12 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 bold the Earnest Money as well as the required wire transfer of Purchaser's funds for the balance of the Purchase Price due at Closing. 13 Exhibit B COMMITMENT FOR TITLE INSURANCE Chicago Title Insurance Company Commitment No. dated 2012, to be later -dated to Insure Title. [To Be Inserted Here) 14 Exhibit C Warranty Deed Form WARRANTY DEED Statutory (Illinois) THE GRANTOR, 10970 ARCHER AVENUE PROPERTY, INC., County of Cook State of Illinois, for and in consideration of Ten and No /100ths Dollars ($10.00) in hand paid, CONVEYS AND WARRANTS to VILLAGE OF LEMONT, an Illinois municipal corporation as described in the Constitution of the State of Illinois, all interest in the following described Real Estate situated in the County of Cook and State of Illinois, to wit: "INSERT LEGAL DESCRIPTION" hereby releasing and waiving all rights under and by virtue of the Homestead Exemption Laws of the State of Illinois. TO HAVE AND TO HOLD said premises as sole owner forever. SUBJECT TO: Covenants, conditions, and restrictions of record. Permanent Real Estate Index Numbers} 22- 14401- 029 -0000 Address(es) of Real Estate: 10970 Archer Avenue, Lemont, Illinois 60439 DATED this day of 2012. 10970 Archer Avenue Property, Inc. 15 STATE OF ILLINOIS ) SS. COUNTY OF COOK ) I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY, that TIM WHITE personally known to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person, and acknowledged that he signed, sealed and delivered the said instrument as his free and voluntary act, for the uses and purposes therein set forth, including the release and waiver of the right of homestead. Given under my hand and official seal, this _ day of 2012. (Seal) This instrument was prepared by: MAIL TO: John J. Zimmermann Tressler LLP 22 S. Washineton Avenue Park Ridge. IL 60068 16 Public ADDRESS OF PROPERTY: 10970 Archer Avenue Lemont. IL 60439 The above address is for statistical purposes only and is not part of this deed. SEND SUBSEQUENT TAX BILLS TO: