O-75-14 Ordinance Authorizing the Agreement for Sale and Purchase -Great Lakes Quarry VILLAGE OF LEMONT
ORDINANCE NO. O-75 -14
AN ORDINANCE AUTHORIZING THE AGREEMENT FOR SALE AND PURCHASE
OF CERTAIN REAL PROPERTY KNOWN AS
NORTH CANAL BANK ROAD, GREAT LAKES QUARRY
ADOPTED BY THE
PRESIDENT AND THE BOARD OF TRUSTEES
OF THE VILLAGE OF LEMONT
THIS 8th DAY OF DECEMBER,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 8th day of December,2014.
Ordinance No. 0-75-14
AN ORDINANCE AUTHORIZING THE AGREEMENT FOR SALE AND PURCHASE
OF CERTAIN REAL PROPERTY KNOWN AS
NORTH CANAL BANK ROAD, GREAT LAKES QUARRY
WHEREAS, the Village Board finds that the acquisition of the real property legally
described on Exhibit A and commonly known as North Canal Bank Road, Great Lakes Quarry
("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, pursuant to the provisions of Section 5/11-61-3 of the Illinois Municipal
Code (65 ILCS 5/11-61-3), the Village is authorized to purchase real property for public purposes
pursuant to contracts that provide for the consideration for such purchase to be paid in installments
during a period not exceeding 20 years; and
WHEREAS, the Agreement for Sale and Purchase ("Agreement") (attached as Exhibit
B), complies with the provisions of the Illinois Municipal Code cited above; and
WHEREAS, the Village Board finds that the property to be acquired is for public
purposes beneficial to the Village;
NOW, THEREFORE, BE IT ORDAINED BY THE VILLAGE PRESIDENT AND
THE VILLAGE BOARD OF THE VILLAGE OF LEMONT, COOK, DUPAGE AND
WILL COUNTIES,ILLINOIS,AS FOLLOWS:
SECTION 1: The Village Board finds the above recitals to be true, incorporates them into
this ordinance, and further finds that it is necessary, convenient and in the interest of public health,
safety and welfare of the residents of the Village to acquire the real property legally described on
Exhibit A.
SECTION 2: The Village Administrator and Village Clerk are hereby authorized to
execute the Agreement for the purchase of said Property from the current owner of record.
SECTION 3: Upon the execution of said Agreement and the filing of same with the
Village Clerk, the Mayor and the Village Administrator are authorized to execute any and all
documents and to take all necessary actions to acquire said Property. The Village Attorney,
Tressler LLP, Jeffrey M. Stein, William G. Raysa, and any other attorney designated by the
Village Attorney 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: That this Ordinance shall be in full force and effect from and after its
passage, approval and publication as required by law.
PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES
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OF THE VILLAGE OF LEMONT, COUNTIES OF COOK,WILL,AND DUPAGE,
ILLINOIS,on this 8th day of December, 2014.
PRESIDENT AND VILLAGE BOARD MEMBERS:
AYES: NAYS: ABSENT: ABSTAIN
Debby Blatzer ✓
Paul Chialdikas ✓
Clifford Miklos
Ron Stapleton
Rick Sniegowski ✓
Jeanette Virgilio
BRIAN K. REAVES
President
ATTEST:
ARLekativ+taivn
M. SiOLIIE /i ,ek
Village Clerk D el)utI
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EXHIBIT A
LEGAL DESCRIPTION
LOT 10 IN COUNTY CLERKS DIVISION OF SECTION 22, TOWNSHIP 37 NORTH,
RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY,
ILLINOIS ACCORDING TO THE MAP THEREOF RECORDED IN THE RECORDERS
OFFICE OF COOK COUNTY, ILLINOIS, ON APRIL 30, 1880, AS DOCUMENT
NUMBER 269445 IN BOOK 15 OF PLATS, PAGE 57.
PIN 22-22-100-001-0000
More commonly known as North Canal Bank Road, Great Lakes Quarry
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EXHIBIT B
AGREEMENT FOR SALE AND PURCHASE
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11/04/2014 WGR
#100368
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT FOR SALE AND PURCHASE (herein"Agreement"), is made as
of the day of , 2014 (herein"Effective Date") and entered into by and between
GREAT SOUTHWEST RECREATION, LLC., an Illinois limited liability company, (Great
Southwest Recreation, LLC. and, in so far as they may be present on the Property, it's
employees, agents and independent contractors are collectively herein "Seller"), and the
VILLAGE OF LEMONT, an Illinois municipal corporation (herein "Purchaser"). The
Purchaser and the Seller are collectively referred to herein as "Parties" and, in consideration of
their mutual promises and covenants herein contained, the Parties agree as follows:
I. RECITALS
A. The Seller desires to sell and the Purchaser desires to acquire the fee title ownership
of certain real property commonly known as North Canal Bank Road, Great Lakes Quarry,
Lemont, Illinois (herein"Property"), legally described in Section II of this Agreement.
B. The Parties acknowledge that the culmination of the transaction contemplated in
this Agreement(herein the "Closing")shall occur on ,2014 (herein"Closing Date") at
a time to be agreed upon by the attorneys for the Parties. The Seller shall vacate the Property
thereby relinquishing and surrendering possession of the Property to the Purchaser at the
Closing.
II. PROPERTY TO BE SOLD AND CONVEYED
A. The Seller shall sell and convey to the Purchaser and the Purchaser shall purchase
from the Seller, for the purchase price set forth in Section III and upon the terms and conditions
herein set forth, the Property which has the following permanent property index number 22-22-
100-001-000;and is legally described as:
Lot 10 in County Clerks Division of Section 22, Township 37 North, Range 11 East of
the Third Principal Meridian in Cook County, Illinois, according to the map thereof
recorded in the Recorders Office of Cook County, Illinois, on April 30, 1880, as
Document Number 269445 in Book 15 of Plats, Page 57.
B. No personal property is included in the sale of the Property. Prior to tendering
possession of the property to Purchaser, Seller shall remove all items of personal property from
the Property.
III. PURCHASE PRICE PURSUANT TO PURCHASE MONEY MORTGAGE
A. The total purchase price (herein "Purchase Price") to be paid to the Seller by the
Purchaser in installments, pursuant to a purchase money mortgage, for the Property is One
Hundred Fifty Thousand and No/100ths United States Dollars ($150,000.00) less principal and
accrued interest on any outstanding mortgages of record and all other liens and encumbrances of
a definite or ascertainable amount. The purchase money mortgage shall be amortized and
payable over fifteen (15) years at 4.5% interest for a monthly installment of$1,147.48. Each
monthly installment shall be payable as follows:
1. One-half of the installment in the amount of$573.74 shall payable to Richard or
Linda Lane at 16382 W. Quarry Court, Surprise, Arizona 85374, and
2. One-half of the installment in the amount of$573.74 shall payable to Edward or
Patricia Andrysiak at 98 Rose Court, Lemont, Illinois.
B. Purchaser may pay the remaining balance due or any part thereof at any time without
penalty.
IV. DUE DILIGENCE: INSPECTION,TITLE AND SURVEY MATTERS
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, review of the condition of title, 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 or not. This thirty(30) day period, within which the Purchaser shall
perform its Due Diligence, shall be extended by the Seller for one (1) additional thirty (30) day
period in the event the Purchaser determines in its sole and absolute discretion that additional
studies or other investigations are required or desirable. In order to extend this time for such one
additional thirty (30) day period pursuant to the immediately preceding sentence, the Purchaser
shall deliver a written notification thereof given in the manner set forth in Section XII of this
Agreement(herein"Notice") to the Seller on or prior to the thirtieth(30th)day after the Effective
Date. This thirty (30) day or total sixty (60) day period, as the case may be, is herein 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, 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
ser shall cause a current survey of the Property to be prepared by a registered Property
'I surveyor, licensed in the State of Illinois, in accordance with ALTA/ASCM survey standards and
AilL 6 )4 \certified to the Title Company and the Purchaser as necessary to satisfy the requirements for title
C 1 insurance with extended coverage (herein "Survey").
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2. At least twenty (20) days prior to the Closing Date , at Seller's expense, Seller
will deliver or cause to be delivered to Buyer or Buyer's attorney, as evidence of title in Seller, a
title commitment for an ALTA title insurance policy in the amount of the Purchase Price with
extended coverage by a title company license to operate in Illinois. The Purchaser shall review
the Title Insurance Commitment 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 and
which shall be removed by the Seller at Seller's sole cost and expense, or the matters in the
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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, (ii) liens and encumbrances
of a definite and ascertainable amount which have arisen after the date of the Title Insurance
Commitment, 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 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
connection with the Property, including but not limited to that set forth in Section V, 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 IV 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 V, 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
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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 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
representations,warranties or obligations hereunder or the Purchaser's reliance thereon.
V. HAZARDOUS MATERIALS SITE INVESTIGATION
During the Due Diligence Period and at the sole cost and expense of the Purchaser, the
Purchaser will cause to be conducted a Phase 1 Environmental Site Assessment.
A. Purchaser shall provide the Seller with a copy of the Survey and a copy of the Phase 1
Environmental Site Assessment.
B. If the Phase 1 Environmental Site Assessment reveals recognized environmental
conditions for the potential presence of petroleum products or hazardous substances on the
Property (herein "Soil Contamination"), the Purchaser may at the Purchaser'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.
VI. CONVEYANCE OF TITLE—COSTS
On the Closing Date and at the time selected by mutual agreement of the Parties'
attorneys, the Parties' attorneys will meet at the Title Company for the Closing and the
culmination of all of the conveyancing by the Seller to the Purchaser.
A. At Closing the Seller shall deliver or cause to be delivered the following items to
the Purchaser:
1. The Seller's Warranty Deed.
2. A Closing Statement with credits for real estate tax and other prorations set
forth in Section VII.
3. The Title Policy.
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4. 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.]
5. The Seller's certificate to the Purchaser dated as of the Closing Date
confirming that the representations and warranties set forth in Section IX are true and correct on
and have been remade as of the Closing Date.
6. 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.
7. An ALTA Affidavit of Title.
Note: Possession of the Property shall be delivered to the Purchaser on or before the
Closing Date, 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 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.
2. A non-foreign certificate sufficient in form and substance to relieve the
Purchaser of any and all withholding obligations under federal law, which certificate shall be
reasonably satisfactory to the Title Company.
3. An Installment Not6and Trust Deed in the amount of 150,000.00.
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C. All costs associated with the condition of title,title insura ce,release recording fees,
documentary and/or transfer taxes payable in connection with the deliv ry or recordation of any
instrument or document provided in or contemplated by this Agreement or any agreement described
or referred to herein, if any; any sales and/or transaction taxes payable by reason of the transaction
herein described; and all other Closing and conveyancing costs and expenses necessary to
effectuate the sale contemplated by this Agreement shall be borne entirely by and shall be paid by
the Seller, excluding the Purchaser's attorneys' fees, and the Recorder's charges for recording
the Warranty Deed. The Seller shall pay all liens and encumbrances of a definite or
ascertainable amount which appear in the Title Commitment as later-dated as of the date of
Closing and which shall be removed from title at or before Closing.
D. Upon Closing, at the Purchaser's cost and expense,the Title Company, shall file the
Seller's Warranty Deed with the Recorder for recordation against title to the Property.
VII. PRORATIONS AND ADJUSTMENTS
At Closing, a cash adjustment 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, interest due on the Installment Note from the
Closing Date to the due date of the installment payment, and other similar items. The amount of
general real estate taxes and other state or city taxes, charges and assessments levied against the
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Property, not yet due and payable or due but not yet paid, shall be prorated at Closing through the
Vacation Date on the basis of 110% of the most recent ascertainable taxes. All other prorations
shall be final.
VII. 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 IX 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 issuance by the Title Company of a later-dated commitment as of the
Closing Date and the Title Policy following the Closing on the Closing Date with extended
coverage and endorsements,subject only to Permitted Exceptions.
4. 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, including that Title
Commitment as later-dated at Closing.
B. The representations and warranties of the Purchaser contained in Section X being
true and correct 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 other Party's obligations hereunder, but any such waiver shall be effective only if
contained in a written document 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 and nothing (including, but not limited to, the
Closing of the transaction hereunder) shall be deemed a waiver by any Party of any such
requirement.
IX. REPRESENTATIONS AND WARRANTIES 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
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documents and instruments, when executed and delivered, will be unconditionally binding on,
valid and enforceable against the Seller in accordance with the provisions hereof and thereof.
B. No Violations and Actions. The execution, delivery and performance by the Seller
of its obligations under this Agreement will not conflict with or result in a breach of any law,
governmental rule, regulations,judgment, decree or order by which the Seller or the Property is
bound, or any of the provisions of any contract to which the Seller 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 to the
Purchaser on or before the Closing Date, 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.
H. Authority to Perform. The Seller has full authority to execute, deliver of and
perform the Seller's obligations under this Agreement.
X. REPRESENTATIONS AND WARRANTIES 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.
XI. DEFAULT; REMEDIES
A. In addition to other remedies set forth elsewhere in this Agreement, in an event of
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Default by a Party, the non-Defaulting Party may not exercise its rights under this Section XI,
until the non-Defaulting Party has sent Notice to the Defaulting Party of the Default or alleged
Default and allowing the Defaulting 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 the Defaulting Party with the Defaulting 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.
Seller's failure to vacate the property on the Closing Date shall be immediately enforceable and
not subject to the thirty(30) day notice period.
1. Following written Notice by the non-Defaulting Party specifying such Default
to the Defaulting Party, the continuation of any such Default after thirty (30) days (or for such
longer cure period as set forth in A above) shall permit the non-Defaulting Party, in its sole
discretion: 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.
B. As used in this Agreement, "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.
XII. 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 addressed:
If to the Seller:
with a copy to:
.1.71 RDRys/ r--
I-- I6 �1, (U
If to the Purchaser: with copies to: and:
Village Administrator Village Clerk 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.
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XIII. BROKERAGE
Seller and Purchaser each represent and warrant to the other that no real estate agent or
broker was involved in negotiating the transaction contemplated herein. In the event any other
claims for real estate commissions, fees or compensation arise in connection with this
transaction, the Party so incurring or causing such claims shall indemnify, defend and hold
harmless the other Party from any loss or damage, including attorneys' fees, which said other
Party suffers because of said claims. In no event shall the Purchaser have any liability to any
broker contracted with the Seller, whether or not Closing occurs or Closing fails to occur for any
reason whatsoever.
XIV. MISCELLANEOUS PROVISIONS
A. This Agreement shall bind the successors and assigns of the Seller and its 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. 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.
C. 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 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.
D. 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,
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and supersedes all prior and contemporaneous agreements and undertakings of the Parties
pertaining to the subject matter hereof.
E. 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.
F. 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.
G. 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.
IN WITNESS WHEREOF this Agreement is executed by the Parties, each intending to
be legally bound hereby.
Agreed to for the Seller: Agreed to for the Purchaser, Village of
Lemont:
Great So est Recreatign, LLC.
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By: r�/ "0 D 1 c/'/4-k_ By:
Printed Name and Title 4110.1re As • . rator
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