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R-19-20VILLAGE OF DEERFIELD RESOLUTION NO. 2019- R-19-20 A RESOLUTION APPROVING A PURCHASE AND SALE AGREEMENT AND THE ACQUISITION OF REAL PROPERTY WHEREAS, the Village of Deerfield ("Village's is a home rule municipality in accordance with Article VII, Section 6 of the Constitution of the State of Illinois of 1970; and WHEREAS, John Vuckovich and Marianne Vuckovich (collectively, "Sellers' are the owner of that certain real property located at 333 Warwick Road, Deerfield, Illinois ("Property's; and WHEREAS, the Village Board has determined that it will serve and be in the best interests of the Village and its residents to acquire ownership of the Property for the management and improvement of the Village's storm water system; and WHEREAS, the Sellers are willing to sell the Property to the Village on terms and conditions acceptable to the Village; and WHEREAS, the Village and the Sellers desire to enter into a real estate contract to provide for the sale by the Sellers, and the purchase by the Village, of the Property ("Purchase and Sale Agreement'; and WHEREAS, the Village Board has determined that it will serve and be in the best interest of the Village and its residents to approve the Purchase and Sale Agreement and to acquire ownership of the Property; NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE BOARD OF DEERFIELD, LAKE AND COOK COUNTY, ILLINOIS, AS FOLLOWS: SECTION 1: RECITALS. The Village Board hereby adopts the foregoing recitals as its findings, as if fully set forth herein. SECTION 2: APPROVAL OF PURCHASE AND SALE AGREEMENT. Pursuant to its home rule authority, the Village Board hereby approves the Purchase and Sale Agreement by and between the Village and the Sellers in substantially the form attached to this Resolution as Exhibit A, and in a final form to be approved by the Village Manager and the Village Attorney. SECTION 3: AUTHORIZATION TO EXECUTE PURCHASE AND SALE AGREEMENT. The Village Board hereby authorizes and directs the Village Manager to execute and attest, on behalf of the Village, the final Purchase and Sale Agreement upon receipt by the Village Clerk of at least one original copy of the Purchase and Sale Agreement executed by the Seller; provided, however, that if the executed copy of the Purchase and Sale Agreement is not received by the Village Clerk within 30 days after the effective date of this Resolution, then this Resolution will, at the option of the Village Board, be null and void. SECTION 4: APPROVAL OF ACQUISITION OF THE PROPERTY. Pursuant to its home rule authority, the Village Board hereby approves the acquisition by the Village of the Property, in the manner and upon such terms as are set forth in the Purchase and Sale Agreement. SECTION 5: EXECUTION OF REQUIRED DOCUMENTATION. The Village Manager, the Village Clerk, the Village Finance Director, and the Village Attorney are hereby authorized to execute all documentation, and take all action, necessary to consummate the acquisition of the Property by the Village, as may be required pursuant to applicable law and the Purchase and Sale Agreement. SECTION 6: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval according to law. [SIGNATURE PAGE FOLLOWS] 2 AYES: Benton, Jester, Oppenheim, Shapiro, Struthers NAYS: None ABSTAIN: None ABSENT: Seiden PASSED: August 5, 2019 APPROVED: August 6, 2019 RESOLUTION NO. R-19-20 ATTEST: Kent S. treet, Villa e Clerk Harriet Rosenthal, Mayor PURCHASE AND SALE AGREEMENT BETWEEN THE VILLAGE OF DEERFIELD AND JOHN VUCKOVICH AND MARIANNE VUCKOVICH (333 Warwick Rd, Deerfield, Illinois) +h THIS AGREEMENT ( "Agreement ") is made and entered into as of the -5 day of August, 2019 (the "Effective Date") by and between the JOHN VUCKOVICH AND MARIANNE VUCKOVICH ("Seller") and the VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation ("Purchaser"). IN CONSIDERATION OF, and in reliance upon, the recitals and the mutual covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows: SECTION 1. RECITALS. A. Seller is the owner of the fee simple title to the property commonly known as 333 Warwick Rd., Deerfield, Illinois (the "Property"). B. Seller desires to sell, and Purchaser desires to purchase, the Property, subject to and in accordance with the terms and conditions set forth in this Agreement. SECTION 2. DEFINITIONS. A. Definitions. Whenever used in this Agreement, the following terms shall have the following meanings unless a different meaning is required by the context: "Closing": The closing of the transaction contemplated in this Agreement "Closing Date ": The date on which the Closing will occur, as set forth in Section 6 of this Agreement. "Corporate Authorities": The Mayor and Board of Trustees of the Village. "Earnest Monet/ ": The amount of money to be deposited with the Title Company, as established in Section 3.0 of this Agreement. "Environmental Laws ": All federal, state, and local environmental health and safety statutes, ordinances, codes, rules, regulations, orders, and decrees regulating, relating to, or imposing liability or standards concerning, or in connection with, Hazardous Materials or the protection, preservation or remediation of the environment, health and/or safety. For purposes of this definition and this Agreement, the term "Hazardous Materials" shall mean any substance, material, waste, gas or particulate matter which is regulated by any local governmental authority, the State of Illinois, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "hazardous material," "hazardous substance," "extremely hazardous waste," or "restricted hazardous waste" under any provision of Illinois law, (ii) petroleum, (iii) asbestos, (iv) polychlorinated biphenyl, (v) radioactive material, (vi) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. §1251 et seq. (33 U.S.C. §1317), (vii) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903), or (viii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et seq. (42 U.S.C. §9601). "Examination Period": The period commencing with the Effective Date and extending to, and including, the date which is 20 days after the later of the receipt by Purchaser of (1) the Survey, and (2) the Title Commitment. "Inspection Period': The period commencing with the Effective Date and extending to and including the date that is 20 days after the Effective Date. "Permitted Exceptions": Any matters affecting title to the Property which Purchaser either approves of, or does not object to, on or before the end of the Examination Period. "Purchase Price ": The price to be paid for the purchase of the Property, as established in Section 3.13 of this Agreement. "Requirements of Law ": All applicable federal, state, and Village laws, statutes, codes, ordinances, resolutions, orders, rules, and regulations. "Survey": A plat of survey of the Property which shall (a) be performed by a licensed Illinois surveyor, (b) be certified to Purchaser and the Title Company, (c) be dated no more than six months prior to the Closing and (d) be a staked boundary survey. "Title Commitment": The title commitment issued by the Title Company for an ALTA 2006 Owner's Title Policy (the "Title Policy") in the most current form available in the amount of the Purchase Price and showing fee simple title to the Property vested in Seller. "Title Company": Chicago Title Insurance Company. "Village": The Village of Deerfield, Illinois. B. Rules of Construction. I . Grammatical Usage and Construction. In construing this Agreement, pronouns include all genders, and the plural includes the singular and vice versa. 2. Headings. The headings, titles, and captions in this Agreement have been inserted only for convenience and in no way define, limit, extend, or describe the scope or intent of this Agreement. 3. Calendar Days. Unless otherwise provided in this Agreement, any reference in this Agreement to "day" or "days" shall mean calendar days and not business days. If the date for giving of any notice required to be given, or the performance of any obligation, under this Agreement falls on a Saturday, Sunday, or federal holiday, then the notice or obligation may be given or performed on the next business day after that Saturday, Sunday, or federal holiday. SECTION 3. PURCHASE AND SALE OF PROPERTY. A. Conveyance of Property. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, and Purchaser agrees to purchase, all of Seller's right, title, and interest in and to the Property and Seller shall deliver to Purchaser at the Closing a fully executed, recordable, stamped warranty deed (the "Deed"), subject only to the Permitted Exceptions. B. Purchase Price. The purchase price for the Property to be paid by Purchaser to Seller, subject to the terms and conditions of this Agreement, is Four Hundred Thirty Five Thousand and No/100 Dollars ($435,000.00) (the "Purchase Price"). C. Earnest Money. On the Effective Date, Purchaser shall deposit with the Title Company, as earnest money, the amount of Five Thousand and No/] 00 Dollars ($5,000.00) (the "Earnest Money"). The Earnest Money shall be deposited by the Title Company into an non-interest bearing account and held under a strict joint order escrow. The Earnest Money shall be applied to the Purchase Price at Closing or, if this Agreement is terminated prior to the Closing in accordance with the terms hereof, distributed to Purchaser, unless otherwise expressly provided in the provisions of this Agreement governing such early termination. D. Contingent on Approval of Purchase by Corporate Authorities. This Agreement is conditioned upon the approval of the purchase of the Property at the Purchase Price by the Purchaser, under the terms of this Agreement, by a duly enacted resolution by the Village's Board of Trustees. SECTION 4. SURVEY AND TITLE EXAMINATION PERIOD. A. Seller's Obligations. Within 10 days following the Effective Date, Seller shall, at its sole cost and expense, deliver the following to Purchaser: (1) the Title Commitment, together with copies of all documents referred to therein; and (2) the Survey. B. Purchaser's Title and Survey Rights. In the event any item on the Survey or the Title Commitment is unsatisfactory to Purchaser, Purchaser shall have until the end of the Examination Period to deliver a notice to Seller in writing (a "Title Disapproval Notice"), which Title Disapproval Notice shall describe such objections as Purchaser may have to anything contained or set forth in the Survey or the Title Commitment. If Purchaser delivers a timely Title Disapproval Notice, Seller shall then provide written notice (a "Response Notice") to Purchaser not later than five days after its receipt of the Title Disapproval Notice, which Response Notice shall indicate whether or not, on or before the Closing Date (as extended, if applicable), Seller will remove any such objections or cause the Title Company to issue an endorsement affirmatively insuring against such objections or Survey matters, in a form reasonably acceptable to Purchaser and at no cost or expense to Purchaser. If Seller fails to timely deliver a Response Notice, Seller shall be deemed to have a delivered a Response Notice providing that Seller will not cure any of Purchaser's objections. If Seller has provided (or is deemed to have provided) a Response Notice to Purchaser stating that Seller will not remove or cause the Title Company to insure over any disapproved exception, or correct any disapproved Survey matter, then Purchaser shall have the right to terminate this Agreement by written notice to Seller at any time within 10 days after Purchaser's receipt (or deemed receipt) of Seller's Response Notice. In the event Seller does not receive an affirmative termination of this Agreement within the above-described 10 day period, Purchaser shall be deemed to have waived the objection(s) that Seller has stated (or been deemed to have stated) it will not remove, correct or insure over. In the event of such a termination by Purchaser, the Earnest Money shall be refunded to Purchaser, and this Agreement shall be terminated without any further obligation of the parties. All title exceptions that are approved, deemed approved, waived, or deemed waived by Purchaser shall constitute Permitted Exceptions for purposes hereof. SECTION 5. INSPECTION PERIOD. A. Seller's Obligations. Within three days of the Effective Date, Seller shall provide Purchaser with copies of all environmental reports, soil reports, engineering studies and plans, title insurance commitments or policies, surveys, leases, as -built drawings, and other plans and drawings in Seller's possession and control relating to the Property ("Reports and Plans"). B. Purchaser's Rights and Obligations. During the Inspection Period, Seller shall allow Purchaser the right, at Purchaser's sole cost and expense, to examine and evaluate the physical and environmental condition of the Property, examine and analyze the Reports and Plans, and conduct such tests and inspections as Purchaser reasonably deems appropriate, including, without limitation, a Phase I Environmental and Engineering Assessment (collectively, "Purchaser's Examinations"). C. License. In connection with Purchaser's Examinations, Seller shall allow Purchaser, and such agents of Purchaser as Purchaser, in its sole and absolute discretion, may designate, the right, license, and privilege, during the Inspection Period, to enter upon the Property at such reasonable times as Purchaser desires, for the purpose of performing Purchaser's Examinations. Purchaser shall hold Seller harmless and indemnify Seller (including payment of attorneys' fees), and its officers, members, officials, employees, agents, attorneys, representatives, beneficiaries, and/or assigns for any cause of action or any other claim or personal injury or property damage to the extent arising directly out of the acts of Purchaser, its agents, employees or contractors while conducting any test or inspection of the Property. Within 10 days after any test or inspection of the Property, Purchaser shall return the Property to its original condition as it existed on the Execution Date, reasonable wear and tear and damage caused by Seller or any of its agents, employees, contractors, subcontractors, or invitees (collectively, the "Seller Parties") excepted. D. Termination. If Purchaser determines, in Purchaser's sole and absolute discretion, that any of Purchaser's Examinations, or results relating thereto, are not acceptable to Purchaser, then Purchaser may terminate this Agreement by written notice to Seller delivered at any time prior to the end of the Inspection Period. In the event of such a termination by Purchaser prior to the expiration of the Inspection Period, the Earnest Money shall be refunded to Purchaser and this Agreement shall be without any further force and effect. In the event that Purchaser does not terminate this Agreement as provided herein prior to the expiration of the Inspection Period, this Agreement shall continue in full force and effect. SECTION 6. CLOSING. A. Closing and Escrow. The Closing shall take place through a deed and money escrow at the offices of the Title Company on the date (the "Closing Date") that is the later of (i) 5 days after the expiration of the Examination Period, (ii) 15 days after the expiration of the Inspection Period, or (iii) August 29, 2019, or any earlier or later date mutually agreed upon by the parties; provided, however, that if Purchaser delivers a timely Title Disapproval Notice, then Purchaser shall have the right to extend the Closing Date to the date which is 10 days after Purchaser's receipt (or deemed receipt) of Seller's Response Notice. The escrow shall be in accordance with the Title Company's standard form deed and money escrow agreement for a "New York Style" closing with such special provisions as may be required to conform with this Agreement. Seller and Purchaser shall execute and deliver to each other such items as may be reasonably requested by the other to consummate the Closing and all necessary forms from the Title Company. At the Closing, Purchaser shall deliver the Purchase Price to Seller and Seller shall deliver to Purchaser the Deed, an Affidavit of Title in customary form and a Bill of Sale for the heating, cooling, electric, water or other systems servicing the Property. The escrow shall be independent of this Agreement and shall neither merge into, nor supersede, this Agreement. B. Non -Foreign Affidavit. Seller is not a foreign entity and no withholding of Federal Income Tax from the amount realized will be made by Seller. At the Closing, Seller shall deliver to Purchaser a Non -Foreign Affidavit and Certification prepared in conformance with IRS regulations. C. Closing Costs; Taxes. Seller and Purchaser shall pay all customary Closing costs. The cost of the Escrow will be shared by the parties. All real property taxes, assessments and other governmental impositions of any kind or nature, including, without limitation, any special assessments or similar charges, assessed for the 2019 calendar year shall be prorated between Seller and Purchaser as of midnight on the Closing Date at 105% of the most recently issued tax bill for the Property. Seller shall pay the 2018 real estate taxes and the West Skokie Drainage Assessment at or before the Closing. It is understood by the parties that this transaction, as of the Effective Date, is exempt from State, County, and Village real estate transfer taxes. However, in the event it is determined that this transaction is subject to any such transfer taxes, for whatever reason, then Seller shall pay all State and County transfer taxes and Purchaser shall pay all local transfer taxes. D. Possession. Possession of the Property shall be delivered to Purchaser at Closing, free of all tenancies. SECTION 7. TITLE POLICY. A condition precedent to Purchaser's obligation to purchase the Property shall be the willingness of the Title Company to issue to Purchaser at the Closing, at Seller's sole cost and expense, the Title Policy in the amount of the Purchase Price, subject only to the Permitted Exceptions, and providing extended coverage over the general exceptions. SECTION 8. REPRESENTATIONS AND WARRANTIES. A. By Purchaser. Purchaser represents and warrants to Seller as follows: 5 I . Purchaser has the authority and the legal right to make, deliver, and perform this Agreement, and has taken or will, prior to the Closing, take, all necessary actions and obtain all required consents and approvals to authorize the execution, delivery, and performance of this Agreement. 2. To the best of the knowledge of the legal representatives of Purchaser, the execution, delivery, and performance of this Agreement is not prohibited by any Requirement of Law or under any contractual obligation of Purchaser, will not result in a breach or default under any agreement to which Purchaser is a party or is bound, and will not violate any restriction, court order, or agreement to which Purchaser is subject. 3. The parties executing this Agreement on behalf of Purchaser, and executing and delivering any other agreement or other item contemplated by this Agreement or otherwise required to fulfill Purchaser's obligations under this Agreement, have full authority to bind Purchaser to such obligations and to so act on behalf of Purchaser. B. By Seller. Seller hereby covenants, represents and warrants to Purchaser as follows: Seller is the legal title owner of the Property. 2. Seller has the authority and the legal right to make, deliver, and perform this Agreement, and has taken or will, prior to the Closing, take, all necessary actions and obtain all required consents and approvals to authorize the execution, delivery, and performance of this Agreement. 3. To the best of the knowledge of the legal representatives of Seller, the execution, delivery, and performance of this Agreement is not prohibited by any Requirement of Law or under any contractual obligation of Seller, will not result in a breach or default under any agreement to which Seller is a party or is bound, and will not violate any restriction, court order, or agreement to which Seller is subject. 4. The parties executing this Agreement on behalf of Seller and executing and delivering any other agreement or other item contemplated by this Agreement or otherwise required to fulfill Seller's obligations under this Agreement, have full authority to bind Seller to such obligations and to so act on behalf of Seller. 5. During the period from the Effective Date to and including the Closing, Seller shall not, without the prior written consent of Purchaser in each instance, (i) transfer any interest in the Property or any portion thereto, (ii) enter into any lease, concession agreement, license agreement, or other agreement relating to all or any portion of the Property, or (iii) otherwise encumber the Property or any portion thereof. 6. Seller shall keep the Property free and clear of all liens, claims, and demands, including mechanic's liens, in connection with any work that may be performed by Seller or its agents. 7. Seller has not received notice of any uncured violation of any Requirements of Law relating to the use or operation of the Property and is not aware of any matters that could result in such violation or the issuance of any notice of any such violation. 8. There is no litigation which has been filed or threatened against Seller that arises out of the ownership or operation of the Property or that will affect the performance of Seller's obligations hereunder. 9. Seller has no knowledge, and has received no written notice, of any pending or threatened condemnation or eminent domain proceedings relating to or affecting the Property. Seller is not preparing to institute any such proceedings relating to or affecting the Property. 10. The Reports and Plans contain all of the written reports relating to the environmental condition of the Property that have been commissioned by, or are in the possession or control of, Seller. H. During Seller's ownership of the Property and, to the best of Seller's knowledge, prior to Seller's ownership of the Property, except as disclosed in the Reports and Plans: (i) no Hazardous Materials have existed in, on, under or from the Property in violation of Environmental Laws; (ii) no release of Hazardous Materials has occurred in, on, under or from the Property; (iii) no underground storage tanks have been located on the Property; (iv) the Property has never been used as a dump for waste material; and (v) the Property and its prior uses, and Seller with regard thereto, comply with and at all times have complied with, any applicable governmental law, regulation or requirement relating to environmental and occupational health and safety matters and Hazardous Materials including, without limitation, all Environmental Laws. C. By Seller and Purchaser. Seller and Purchaser hereby represent and warrant to each other that no party, broker, or agent of any kind induced, or is responsible for, the execution of this Agreement, or the Closing of the sale and purchase of the Property, and that no fee or commission is due or payable to any party in connection with such sale or purchase. This Section 8.0 shall survive, and shall not be merged into any deed or document delivered at, the Closing. SECTION 9. DEFAULT. A. Purchaser Default. In the event Purchaser defaults in the performance of its obligations under this Agreement, provided that Seller is not in default in the performance of any of Seller's obligations hereunder, Seller may terminate this Agreement by written notice to Purchaser at any time after the date which is five (5) days after Purchaser receives written notice of such default, but prior to the Closing Date, provided that Purchaser has not cured the default prior to Seller's notice of termination. In the case of such a termination, Seller shall be entitled to retain the Earnest Money as liquidated damages for Purchaser's default, and Purchaser shall thereby be released from further obligations and liability under this Agreement. Such amount is agreed upon by and between Seller and Purchaser as liquidated damages due to the difficulty and inconvenience of ascertaining and measuring actual damages, and the uncertainty thereof, and not as a penalty. B. Seller Default. In the event that Purchaser is not in default of its duties and obligations under this Agreement, and Seller defaults in the performance of its obligations under this Agreement, then, as Purchaser's sole and exclusive remedies hereunder, Purchaser shall have the right to (i) file an action for specific performance of this Agreement to compel Seller to close this transaction, and/or to complete any other obligation of Seller, pursuant to the terms of this Agreement, (ii) terminate this Agreement by written notice to Seller at any time before such default by Seller is cured, in which event Purchaser shall be entitled to the return of its Earnest Money, or (iii) exercise any other right or remedy expressly set forth in this Agreement. SECTION 10. WAIVER OF BREACH. A waiver by either Seller or Purchaser of a breach by either party to this Agreement of any covenant or condition hereof shall not impair the right of the party not in default to avail itself of remedies for any subsequent breach thereof. Leniency, delay, or failure of either party to insist upon strict performance of any agreement, covenant, or condition of this Agreement, or to exercise any right within this Agreement given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition, or right. SECTION 11. PATRIOT ACT. Seller represents and warrants that it is not acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named by the United States Treasury Department as a Specially Designated National and Blocked Person, or for or on behalf of any person, group, entity, or nation designated in Presidential Executive Order 13224 as a person who commits, threatens to commit, or supports terrorism; and that it is not engaged in or facilitating this transaction, directly or indirectly, on behalf of, any such person, group, entity, or nation. Seller hereby agrees to defend, indemnify, and hold harmless Purchaser from and against any and all claims, damages, losses, risks, liabilities, and expenses (including reasonable attorneys' fees and costs) arising from or related to any breach of the foregoing representation and warranty. SECTION 12. GENERAL PROVISIONS. A. Notices. All notices required or permitted to be given under this Agreement shall be given by either party by (i) personal delivery, (ii) deposit in the United States mail, enclosed in a sealed envelope with first class postage thereon, or (iii) deposit with a nationally recognized overnight delivery service, addressed as stated in this Section. The address of any party may be changed by written notice to the other party given in accordance with this Section 12.A. Any mailed notice shall be deemed to have been given and received within three days after the same has been mailed and any notice given by overnight courier shall be deemed to have been given and received within 24 hours after deposit. If to Purchaser: Village of Deerfield 850 Waukegan Road Deerfield, IL 60015 Attention: Kent Street, Village Manager If to Seller: John and Marianne Vuckovich 333 Warwick Rd Deerfield I160015 B. Time of the Essence. Time is of the essence in the performance of all terms and provisions of this Agreement. C. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the internal laws, but not the conflicts of laws rules, of the State of Illinois. F. Severability. If any provision, covenant, agreement, or portion of this Agreement or its application to any person, entity, or property is held invalid by a court of competent jurisdiction, the remaining provisions of this Agreement and the validity, enforceability, and application to any person, entity, or property shall not be impaired thereby, but such remaining provisions shall be interpreted, applied, and enforced so as to achieve, as near as may be, the purpose and intent of this Agreement to the greatest extent permitted by applicable law. G. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and negotiations between the parties, whether written or oral, relating to the subject matter of this Agreement. H. Binding Effect. The terms of this Agreement shall bind and inure to the benefit of the parties to this Agreement and their respective agents, successors, and assigns. L Interpretation. This Agreement shall be construed without regard to the identity of the party who drafted the various provisions of this Agreement. Moreover, each and every provision of this Agreement shall be construed as though all parties to this Agreement participated equally in the drafting of this Agreement. As a result of the foregoing, any rule or construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. J. Amendments and Modifications. No amendment or modification to this Agreement shall be effective until it is reduced to writing and approved and executed by the Corporate Authorities and Purchaser in accordance with all applicable statutory procedures. L. No Third Party Beneficiaries. No claim as a third party beneficiary under this Agreement by any person, firm, or corporation shall be made, or be valid, against Seller or Purchaser. N. Counterpart Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Date. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Execution ATTEST: Village Clerk ATTEST: #69193019 vl 10 VILLAGE OF DEERFIELD By: _ t �' 4 Kent Street, illage Manag 'r CFi i Ti DC