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O-46-14 Ord Approve the Execution of an Agreement for the Conveyancing of Real Estate VILLAGE OF MONT ORDINANCE NO. AN ORDINANCE APPROVING THE TERMS AND AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR THE CONVEYANCING OF REAL ESTATE ADOPTED BY THE PRESIDENT AND THE BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT THIS 22ND DAY OF SEPTEMBER,2014 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 22nd day of September, 2014. VILLAGE OF MONT ORDINANCE NO. AN ORDINANCE APPROVING THE TERMS AND AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR THE CONVEYANCING OF REAL ESTATE ADOPTED BY THE PRESIDENT AND THE BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT THIS 22ND DAY OF SEPTEMBER,2014 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 22nd day of September, 2014. ORDINANCE NO.0 ' - /i f AN ORDINANCE APPROVING THE TERMS AND AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR THE CONVEYANCING OF REAL ESTATE WHEREAS, the Village of Lemont ("Village") is a body politic and corporate, organized and existing pursuant to the Illinois Municipal Code, 65 ILCS 5/1-1-1 et seq.; and WHEREAS, Section 11-61-1.5 of the Municipal Code grants the Village the power to acquire real property by gift, legacy, or grant; and WHEREAS, Athen Knolls, LLC is the owner of certain real property commonly referred to as 12721 Jane Avenue, Lemont, Illinois 60439 ("Property") and currently improved with a storm water retention pond; and WHEREAS, Athen Knolls, LLC wishes to convey the Property to the Village; and WHEREAS, the President and Board of Trustees of the Village have determined that is it is necessary, convenient and in the best interests of the residents of the Village to accept title to the Property, subject to the terms and conditions set forth in the Agreement for the Conveyancing of Real Estate ("Agreement") attached hereto as Exhibit A. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COOK, DUPAGE AND WILL COUNTIES, ILLINOIS,AS FOLLOWS: SECTION 1: The Village Board finds the above recitals to be true, incorporates them into this ordinance, and further finds that it is necessary, convenient and in the interest of public health, safety and welfare of the residents of the Village to acquire the real property legally described on Exhibit A. SECTION 2: The terms and provisions of the Agreement are approved in substantially the form attached hereto as Exhibit A. SECTION 3: Upon execution of said contract and the filing of same with the Village Clerk, the Mayor and the Village Administrator or authorized to execute any and all documents and to take all necessary actions to acquire said Property. The Village Attorney, Tressler LLP and Jeffrey M. Stein, Andrew S. Paine, and John J. Zimmermann are authorized to execute any and all documents which are necessary for the closing of the transaction at or prior to the closing of this transaction. SECTION 4: The President or Village Administrator, in consultation with the Village Attorney, are authorized to make changes to the form and substance of the Agreement prior to executing same provided, in their judgment, said changes do not materially alter the obligations of the Village thereunder. 2 SECTION 5: The Village Clerk is hereby directed to publish this Ordinance in pamphlet form, pursuant to the Statutes of the State of Illinois, made and provided. SECTION 6: This Ordinance shall be in full force and effect from and after its passage 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 22nd day of September,2014. PRESIDENT AND VILLAGE BOARD MEMBERS: AYES: NAYS: ABSENT: ABSTAIN Debby Blatzer ✓ Paul Chialdikas Clifford Miklos 1� Ron Stapleton Rick Sniegowski ✓ Jeanette Virgilio /O. s.4 B ' •• K. REAVES A President TT..ST: CHARLENE M. SMOLLEN Village Clerk 3 EXHIBIT A Agreement for the Conveyancing of Real Estate 4 ' 1 0428,2444-09/17/1014 AGREEMENT FOR THE CONVEYANCING OF REAL ESTATE THIS AGREEMENT FOR GIFTING AND CONVEYANCING OF REAL ESTATE (herein "Agreement"), is made and entered into by and between Athen Knolls, LLC, an Illinois limited liability company, and Michael R. Lippner, personally, (collectively herein "Grantor"), and the VILLAGE OF LEMONT, an Illinois municipal corporation(herein "Grantee") as of the day of September, 2014 (herein "Effective Date"). In consideration of their mutual promises and covenants herein contained, the Grantee and the Grantor (collectively referred to herein as "Parties" and severally herein as "Party") agree as follows: I. RECITALS A. No personal property is included in the sale of this vacant real estate, which real estate is comprised solely of that land containing a storm water retention pond (herein "Retention Pond") which is located at the southeast section of certain real estate having the commonly known address of 12721 Jane Ave.,_(herein"Property"), Lemont Illinois 60439. B. The Grantee acknowledges that the Grantor has heretofore constructed the Retention Pond upon the Property and that the Grantor intends to convey fee simple title to the Property (herein"Conveyance") to the Grantee with the understanding that following Conveyance thereof the Grantor will have no further responsibility for the payment of any real estate taxes, if any, and/or any other obligations with respect to the Property and that all such obligations, whether currently existing or existing in the future, will be borne by the Grantee. II. PROPERTY TO BE CONVEYED Upon the terms and conditions hereinafter set forth, the Grantor shall convey to the Grantee fee simple title to the Property, the legal description of which is included in the survey attached hereto as Exhibit A (herein "Survey"). The Grantee covenants that on the date and time mutually chosen by the Parties' respective attorneys for the culmination of the Conveyance (herein "Closing"), the Grantee will accept the Conveyance of the Property from the Grantor with the Retention Pond in its "as is, where is" condition. III. PURCHASE PRICE The total price to be paid to the Grantor by the Grantee is Ten Dollars ($10.00) and other good and sufficient consideration as set forth in this Agreement(herein "Purchase Price"). IV. TITLE, REAL ESTATE TAXES AND SURVEY MATTERS A. The Parties hereby acknowledge receipt of a title commitment No. issued by Chicago Title Insurance Company (herein"Title Company") dated (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 Grantee in the amount of $10,000.00 an owner's title insurance policy, being an American Property Title Association (herein "ALTA") Form B owner's title insurance policy with extended coverage over the five general exceptions and with a location endorsement, showing title to the Property and, in addition, all access, ingress and egress and utility easements and right-of-way required hereunder or used in connection with the Property in the Titleholder,naming the Grantee as the proposed insured (herein "Title Policy"). B. Prior to Closing the Grantor shall clear title to the Property of all unpaid real estate taxes, except for 2014 general real estate taxes payable in 2015. At Closing the Grantor shall pay the Grantee the estimated amount of the 2014 real estate taxes prorated per diem through the date of Closing, based upon 110% of the amount of the full tax year 2013 real estate taxes. C. Prior to Closing, the Grantor shall cooperate with Grantee in making the Exhibit B survey current (then to be known and herein described as the "Current Survey") and updating the Title Commitment (herein "Later-Dated Commitment"). Between the Effective Date hereof and the Closing the Grantor shall not cause the Property or any part thereof to be alienated, encumbered or transferred in favor of or to any person, firm, or corporation whatsoever. V. CONVEYANCE — COSTS In its existing condition the Retention Pond requires repair and maintenance. Accordingly, upon Conveyance at Closing the Grantor will pay the Village Seventy-Five Hundred and No One-Hundredths Dollars ($7,500.00) which the Grantee will put towards the repair and maintenance of the Facility. The Grantee will assume responsibility for the repair and maintenance of the Facility. A. At Closing the Grantor shall execute and deliver the following items to the Grantee: 1. The Grantor's warranty deed in recordable form, conveying to the Grantee fee simple title to the Property free and clear of all claims, liens and encumbrances, except for any and all of the following conditions in the Title Company's Title Insurance Commitment: (a) general real estate taxes, whether due and payable and/or not yet due and payable as of the Closing; (b) liens and encumbrances of a definite or ascertainable amount which have arisen after the date of the Title Commitment (herein "Unpermitted Exceptions") which shall be removed by the Grantor at the Grantor's sole cost and expense prior to Closing; and (c) any other matters not objected to in writing by the Grantee and which are acceptable to the Grantee in its sole and absolute discretion(herein "Permitted Exceptions"). 2. An ALTA Affidavit of Title. 3. A Closing Statement. 4. A Title Policy consistent with the Later-Dated Commitment. 5. Transfer tax declarations. [Note: While no transfer tax shall be due or payable in connection with the Conveyance to the Grantee or asserted by Grantee as part of the Purchase Price in connection with such Conveyance to the Grantee, the Grantor shall furnish all declarations required.] 6. The Grantor's certificate to the Grantee dated as of the Closing confirming that the representations and warranties of the Grantor set forth in Section VII are true and correct on and have been remade as of the Closing. 7. A non-foreign certificate sufficient in form and substance to relieve the Grantor 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 Grantee in substantially the same condition as of the Effective Date. B. At Closing the Grantee shall deliver the following items to the Grantor: 2 1. The Grantee's certificate dated as of the Closing confirming that the representations and warranties set forth in Section VIII are true and correct on and have been remade as of the Closing. 2. A non-foreign certificate, if required, sufficient in form and substance to relieve the Grantee 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, 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 Grantor, excluding the following costs which shall be paid by the Grantee: i) the Grantee's attorneys' fees; ii) costs of the Survey; and iii) any fees related to the subdivision of the Property. The Grantor 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 by the Grantor. D. Upon Closing, at the Grantee's cost and expense, the Title Company or Escrowee, as the case may be, shall file the Grantor's Warranty Deed with the Cook County Recorder of Deeds for recordation against title to the Property. VI. CONDITIONS TO CLOSING A. In addition to any conditions provided in other provisions of this Agreement, the obligations of the Grantee herein to purchase the Property shall be subject to the fulfillment of the following conditions on or prior to the Closing, each of which shall continue as specific conditions to Closing: 1. The representations and warranties of the Grantor contained in Section VII shall be true and correct as of the Closing. 2. At no time prior to the Closing shall any of the following have been done by or against or with respect to Grantor: (a)the commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (b) the appointment of a trustee or receiver of any property interest; or(c) an assignment for the benefit of creditors. 3. The Title Policy shall be delivered to the Grantee insuring title substantially consistent with the Later-Dated Commitment with extended coverage over the five general exceptions and subject only to Permitted Exceptions. 4. All Unpermitted Exceptions shall have been removed from the Title Commitment. B. The obligations of the Grantor to follow hereunder shall be subject to the representations and warranties of the Grantee contained in Section VIII being true and correct and in compliance as of the Closing. C. The Grantee may at any time or times, at such Party's election, waive any of the conditions to the Grantor's obligations hereunder, but any such waiver shall be effective only if 3 contained in a writing signed by the Grantee. No such waiver shall reduce the rights or remedies of the Grantee by reason of any breach or default by the Grantor. VII. AUTHORITY OF THE GRANTOR The Grantor represents and warrants to the Grantee: A. Power and Authority. The Grantor, jointly and severally, 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 Grantor hereunder and to perform all of the Grantor'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 Grantor and each of them in accordance with the provisions hereof and thereof. B. No Violations and Actions. The execution, delivery and performance by the Grantor of its obligations under this Agreement will not conflict with or result in a breach of any law, governmental rule, regulations,judgment, decree or order by which the Grantor or the Property is bound, or any of the provisions of any contract to which the Grantor is a party or by which the Grantor 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 Grantor will deliver possession of the Property at Closing, free of all such agreements. D. Obligations. Except for the real estate taxes and other obligations contained in this Agreement, there are no obligations in connection with the Property which will be binding upon the Grantee or the Property after Closing. E. Compliance with Law. The conveyance of the Property will not cause the Grantor to be in violation of any applicable law. F. Donations. There are no Grantor-required donations or payments to or for schools, parks, fire departments or any other public entity or facilities which are required to be made by an owner of the Property. G. Authority to Perform. The Grantor, jointly and severally, has full authority to execute, deliver of and perform the Grantor's obligations under this Agreement. VIII. AUTHORITY OF THE GRANTEE The Grantee represents and warrants to the Grantor: A. Power and Authority. The Grantee 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 Grantee in accordance with the provisions hereof and thereof. 4 B. Authority to Perform. This Agreement has been duly authorized by all necessary action of its corporate authorities and duly conferred by the Grantee upon its signatories hereto. IX. NOTICE A. All Notices required to be given hereunder shall be in writing and shall be properly served on the date delivered by courier or on the date deposited, postage prepaid, with the U. S. Postal Service for delivery via certified mail, return receipt requested, addressed: If to the Grantor: Michael R. Lippner, Esq. 1220 Emerald Drive Lemont, IL 60439-4232 if to the Grantee: 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. X. BROKERAGE Grantor and Grantee each represent and warrant to the other that no real estate agent or broker was involved in negotiating the transaction contemplated herein. In the event any other claims for real estate commissions, fees or compensation arise in connection with this transaction, the Party so incurring or causing such claims shall indemnify, defend and hold harmless the other Party from any loss or damage, including attorneys' fees, which said other Party suffers because of said claims. In no event shall the Grantee have any liability to any broker contracted with the Grantor, whether or not Closing occurs or Closing fails to occur for any reason whatsoever. XI. MISCELLANEOUS PROVISIONS A. This Agreement shall bind the successors and assigns of the Grantor and their respective successors in interest; as well as the Grantee, 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 Grantor, each Grantor 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 Grantor further understands that making a false statement herein is a Class I Misdemeanor that voids this Agreement. 5 2. The Grantor certifies hereby that each person signing as Grantor is not barred from entering into this Agreement as a result of violations of either Section 33E3 or Section 33E4 of the Illinois Criminal Code, that each has a written policy against sexual harassment in place in full compliance with 775 ILCS 5/2105(A)(4), and each is in compliance with the Illinois Drug Free Workplace Act(30 ILCS 580/2). 3. The Grantee certifies hereby that it is not barred from entering into this Agreement as a result of violations of either Section 33E3 or Section 33E4 of the Illinois Criminal Code, that it has a written policy against sexual harassment in place in full compliance with 775 ILCS 5/2105(A)(4), and it is in compliance with the Illinois Drug Free Workplace Act (30 ILCS 580/2). C. The failure of either Party to exercise any right, power or remedy given to it under this Agreement, or to insist upon strict compliance with it, shall not constitute a waiver of the terms and conditions of this Agreement with respect to any other or subsequent breach, nor a waiver by either Party of its rights at any time to require exact and strict compliance with all of the terms of this Agreement. D. The rights or remedies under this Agreement include any and all rights or remedies which may be granted by law or in equity. This Agreement provides for the purchase and sale of real and personal property located in the State of Illinois, and is to be performed within the State of Illinois. Accordingly, this Agreement, and all questions of interpretation, construction and enforcement hereof, and all controversies hereunder, shall be governed by the applicable statutory and common law of the State of Illinois. 1. If any provision of this Agreement is capable of two (2) constructions, one of which would render the provision invalid and the other of which would make the provision valid, then the provision shall have the meaning which renders it valid. 2. In the event any provision of this Agreement or part thereof shall be deemed invalid by a court of competent jurisdiction, such invalidity of said provision or part thereof shall not affect the validity of any other provision hereof. In addition, the invalidity or unenforceability of any provision of this Agreement shall not offset or invalidate any other provision of this Agreement. 3. This Agreement, including the exhibits hereto, has been negotiated by all Parties. This Agreement shall not be construed more strictly against the Grantee than against the Grantor merely by virtue of the fact that the same has been prepared by legal counsel for the Grantee. It is recognized and acknowledged by the Parties that both the Grantee and the Grantor 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 such is in writing and signed by both of the Parties against which the enforcement of such modification, amendment, discharge or change is sought. 6 G. The headings of the sections, paragraphs, and other parts of this Agreement are for convenience and reference only and in no way define, extend, limit, or describe the meaning, scope, or intent of this Agreement, or the meaning, scope, or intent of any provision hereof. H. Neither Party shall assign this Agreement prior to Closing without the prior written consent of the other Party; and neither Party shall record or cause to be recorded with the Recorder this Agreement or any memorandum hereof or any document containing a reference hereto. I. All exhibits referenced herein and attached hereto are hereby made a part of this Agreement. XII. QUADRUPLICATES This Agreement shall be executed in quadruplicate, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Following execution of this Agreement by the Mayor of the Grantee, each Party shall receive two (2) fully executed originals hereof. IN WITNESS WHEREOF this Agreement is executed by the Parties as of the date set forth above, each intending to be legally bound hereby. Agreed to for the Grantor: Athe Knolls, LC By: t t, . ■ • - I (111 _ Michael R.Lippner,Managing Member Michael R. Lippner,personally Agreed to for the Grantee: VILLAGE OF LEMONT Attest: (SEAL) / By: Atl �.1 ' � • ' eo � ' er, Village Administrator Charlene Smollen,Village Clerk ' • 7 Exhibit A Survey [To Be Inserted Here By the Grantor's Attorney and approved by the Grantee's Attorney.] 8 Exhibit B COMMITMENT FOR TITLE INSURANCE Chicago Title Insurance Company Commitment No. , dated , 2014, to be later-dated to Insure Title. 9