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HomeMy WebLinkAbout15-120 Resolution No. 15-120 RESOLUTION AUTHORIZING EXECUTION OF A REAL ESTATE SALE CONTRACT WITH ELGIN LODGE NO. 799, LOYAL ORDER OF MOOSE, FOR THE PURCHASE OF 70 N. STATE STREET BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Sean R. Stegall,City Manager,and Kimberly A.Dewis,City Clerk,be and are hereby authorized and directed to execute a real estate sale contract on behalf of the City of Elgin with Elgin Lodge No. 799,Loyal Order of Moose, for the purchase of property commonly known as 70 N. State Street for $60,000, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: September 9, 2015 Adopted: September 9, 2015 Omnibus Vote: Yeas: 8 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk 0.------"\A Resolution No. 15-120 RESOLUTION AUTHORIZING EXECUTION OF A REAL ESTATE SALE CONTRACT WITH ELGIN LODGE NO. 799, LOYAL ORDER OF MOOSE, FOR THE PURCHASE OF 70 N. STATE STREET BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Sean R.Stegall,City Manager,and Kimberly A.Dewis,City Clerk,be and are hereby authorized and directed to execute a real estate sale contract on behalf of the City of Elgin with Elgin Lodge No. 799,Loyal Order of Moose,for the purchase of property commonly known as 70 N. State Street for $60,000, a copy of which is attached hereto and made a part hereof by reference. David J. Kaptain, Mayor Presented: September 9, 2015 Adopted: Vote: Yeas Nays: Recorded: Attest: Kimberly A. Dewis, City Clerk c a I$ IR _ C.;-‘,6 C. is e,--C: « Q,r re LQW 4 orr►ci�,` 64:-V., J 31� D'D©D Ak® for: &qh, SI i �M 1111 of ❑ Telephoned ❑ Returned your call El Came in ill call again 1 ❑ Please return the call `• See e essag }..� 1'∎,,C1 ,NN. ( ta. 1141_4111W ii z__"41:74.-.-- 2.,._ ___ -)c-kylit(1,-:Q, Phone: --_' _ O-:4 Date_=��1 \J_ Time __ By'- 8/10/2015 REAL ESTATE SALE CONTRACT 1. Agreement to Purchase. The City of Elgin, Illinois, an Illinois municipal corporation ("Purchaser") agrees to purchase at a price of Sixty Thousand Dollars ($60,000), on the terms set forth herein, certain real estate and all improvements thereon and appurtenances thereto, such real estate consisting of the property commonly known as the 70 N. State Street, Elgin, Kane County, Illinois 60123, Permanent Index Numbers 06-14-260-001; 06-14-260-002; 06-14-260-003, having a site size of approximately 34,848 square feet, the legal description thereof being set forth on "Exhibit A" attached hereto and incorporated herein by this reference (such real estate, all improvements thereon and appurtenances thereto are hereinafter collectively referred to as the "Real Estate"). 2. Agreement to Sell. Elgin Lodge No. 799, Loyal Order of Moose, an Illinois not- for-profit corporation, as owner of record of the Real Estate ("Seller") agrees to sell the Real Estate described above at the price and terms set forth herein, and to convey or cause to be conveyed to Purchaser title thereto by a recordable warranty deed, with release of homestead rights, and a proper Bill of Sale, and subject only to general real estate taxes for the year 2015 and subsequent years; zoning ordinances; and conditions and restrictions of record so long as they do not prohibit or interfere with Purchaser's intended use of the Real Estate as a commercial redevelopment site. 3. Payment Structure. Within fifteen (15) days following the entry into and execution of this Agreement (with such date of entry and execution being the date of the adoption of the resolution by the City Council of the Purchaser authorizing the execution of this Agreement), Purchaser shall pay One Thousand Dollars ($1,000) of earnest money. The earnest money shall be held by the attorney for the Seller, as escrowee, in trust for the mutual benefit of the parties. At the Closing, Purchaser shall pay the balance of the Purchase Price, plus or minus prorations. 4. Survey. Not less than ten (10) days prior to the Closing, Purchaser, at its own expense, may obtain a plat of survey of the Real Estate dated within six (6) months of the Closing, made, and so certified by the surveyor to Purchaser, or other persons designated by Purchaser and the Title Company as having been made in accordance with the Minimum Standard Detail Requirements for ALTA/ASCM land Title Surveys and Mapping, 1992, with such items as determined by Purchaser and with accuracy standards appropriate to suburban settings and for Purchaser's intended use of the Real Estate as a commercial redevelopment site. The survey shall also include a certification by the surveyor (i) as to the square footage of the Real Estate (excluding any portion thereof lying in a public right-of-way) and (ii) that the Real Estate is not located in a flood plain, wetland or special flood hazard zone. Such survey shall further indicate all applicable easements and rights of way. 5. Closing. The time of Closing ("Closing" or"Closing Date") shall be on or before ninety (90) days following the entry into and execution of this agreement(with such date of entry and execution being the date of the adoption of the resolution by the city council of the Purchaser authorizing the execution of this agreement), or such other date as may hereafter be agreed to by the parties, or on the date, if any, to which such time is extended by reason of Section 8 hereafter becoming operative. Unless subsequently mutually agreed otherwise, Closing shall take place at the office of the Escrowee (as hereinafter defined), provided title is shown to be good or is accepted by Purchaser. 6. Commissions. Seller and Purchaser each warrant to the other that they have dealt with no real estate broker in connection with this transaction. Each party agrees to indemnify, hold harmless and defend the other from any loss, cause, damage or expense (including reasonable attorneys' fees) arising out of a breach of the warranty contained in this Section 6. 7. Title. Seller shall deliver or cause to be delivered to Purchaser or Purchaser's agent, not less than ten (10) days prior to the Closing, at Purchaser's expense, a title commitment for an ALTA (2006) owner's title insurance policy issued by Chicago Title Insurance Company (the "Title Company") in the amount of the purchase price and including extended coverage over the so-called "general exceptions" to the Policy, covering title to the Real Estate on or after the date hereof, showing title in the intended grantor subject only to (a) the title exceptions set forth in Section 2 above, (b) title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount which may be removed by the payment of money at the time of Closing and which the Seller shall so remove at that time by using the funds to be paid upon the delivery of the deed, (c) acts of Purchaser and all parties acting through or for Purchaser and (d) zoning laws, statutes and ordinances. At Closing, Seller also shall furnish Purchaser an affidavit of title in customary form covering the date of Closing and showing title in Seller subject only to the Permitted Exceptions. 8. Title Clearance. If the title commitment or plat of survey discloses either unpermitted exceptions or survey matters that render the title not in conformance with the provisions of this agreement (herein referred to as "survey defects"), Seller shall have thirty (30) days from the date of delivery thereof to have the exceptions removed from the commitment or to correct such survey defects or, if Purchaser so approves in writing, to have the Title Company commit to insure against loss or damage that may be occasioned by such exceptions or survey defects, and, in such event, the time of Closing shall be twenty (20) days after the delivery of the commitment or the time expressly specified in Section 5 hereof,whichever is later. If Seller fails to have the exceptions removed or correct any survey defects, or in the alternative, to obtain the commitment for title insurance specified above as to such exceptions or survey defects (if Purchaser so approves in writing) within the specified time, Purchaser may terminate this Contract or may elect, upon notice to Seller within ten (10) days after the expiration of the 30- day period, to take title as it then is with the right to deduct from the purchase price liens or encumbrances of a definite or ascertainable amount. If Purchaser does not so elect, this Contract shall become null and void without further actions of the parties. 9. Prorations. General taxes shall be adjusted ratably as of the time of Closing. If the amount of the current general taxes is not then ascertainable, the adjustment thereof, except for that amount which may accrue by reason of new improvements, shall be on the basis of 105% of the amount of the most recent ascertainable taxes, subject to reproration when the amount thereof becomes ascertainable. Seller shall pay the amount of any stamp tax imposed by state or county law or local ordinance on the transfer of title, if any, and furnish a completed Real Estate Transfer Declaration signed by Seller or Seller's agent in the form required pursuant to the Real 2 Estate Transfer Tax Act of the State of Illinois, and shall furnish any declaration signed by Seller or Seller's agent or meet other requirements as established by any county or local ordinance with regard to a transfer or transaction tax. 10. Bill of Sale for Fixtures and Personal Property. Seller shall transfer to Purchaser at Closing by a bill of sale the following fixtures and personal property now located on the Real Estate: heating systems; electrical systems; plumbing systems; central air conditioning systems; sump pump; security systems; fire alarm systems; smoke and carbon monoxide detectors; window shades, blinds, attached shutters, draperies and curtains, hardware and other window treatments; wall-to-wall carpeting; electric air filter; central humidifier; ceiling fans; all planted vegetation; existing storm windows and screens. All fixtures and personal property are being conveyed by the Seller to the Purchaser as they exist on the Real Estate and "as is". 11. Seller Warranties: Seller represents and warrants to Purchaser as follows: (a) Seller is not a"foreign person" within the meaning of Section 1445 of the Internal Revenue Code. At closing, Seller shall deliver to Purchaser a certificate of non- foreign status. (b) There are no leases affecting the Real Estate, and as of the Closing, there shall be no leases affecting the Real Estate. (c) There are no existing contracts or options to purchase the Real Estate. (d) There exists no management agreement, exclusive brokerage agreement or service agreement of any kind relative to the Real Estate that will continue in force beyond the closing date. (e) As of the Closing Date, the Real Estate will be vacant and unoccupied. (f) To the best of Seller's knowledge, there is one underground storage tank on the Real Estate consisting of an abandoned underground storage tank which was sealed in 1952 when the building was erected. (g) To the best of Seller's knowledge, no polychlorinated biphenyls (PCBs) are located in, on or under the Real Estate (including, without limitation, in, on or under any equipment located thereon). (h) To the best of Seller's knowledge, no hazardous materials or substances have been located on the Real Estate or have been released into the environment, or discharged, placed or disposed of, at or under the Real Estate. (i) To the best of Seller's knowledge, the Real Estate has never been used as a dump for waste material. 3 (j) To the best of Seller's knowledge, the Real Estate and its prior uses 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 or substances. 12. Condition and Possession of the Real Estate at Closing. Seller agrees and shall deliver to Purchaser at Closing possession of the Real Estate including but not limited to all improvements thereon and appurtenances thereto in the same condition as it is at the date of this contract, ordinary wear and tear excepted. Seller at its cost shall prior to closing remove from the Real Estate hereof all debris and Seller's personal property not conveyed by Bill of Sale to Purchaser and shall deliver the Real Estate to the Purchaser in broom clean condition. Seller shall deliver possession of the Real Estate to Purchaser at Closing and the Real Estate shall be vacant without any tenants or occupants. 13. Survival. All representations, warranties, indemnities and covenants made by Seller to Purchaser under this Contract shall be deemed remade as of the Closing and shall survive the Closing, and the remedies for the breach thereof shall survive the Closing and shall not be merged into the closing documents. 14. Closing Documents. In addition to the deed, survey, affidavit of title, transfer declarations and other documents described in this Contract, Seller shall deliver or cause to be delivered to Purchaser at Closing the following: (a) an ALTA statement signed by Seller; (b) waivers of or insurance over broker's lien claims by all real estate brokers involved in the transaction contemplated by this Contract; (c) a title policy or marked-up commitment in the amount of the purchase price, dated on the Closing Date, insuring title in Purchaser or Purchaser's nominee, in the condition required under Section 7; (d) a Plat Act Affidavit, if applicable; (e) payoff letters with respect to all mortgages of record; (f) releases with respect to any other liens or encumbrances; (g) other documents required by the title company to waive exceptions to title not permitted by this contract; (h) a non-foreign affidavit, prepared in compliance with the requirements of the Internal Revenue Code Section 14.45(e), from the Seller; and (i) a closing statement and such other documents as customarily required by the Title Company. 4 15. Default. Seller and Purchaser agree that, in the event of a default by either party the other party shall, prior to taking any such action as may be available to it, provide written notice to the defaulting party stating that they are giving the defaulted party thirty (30) days within which to cure such default. If the default shall not be cured within the thirty (30) days prior aforesaid, the party giving such notice shall be permitted to avail itself of remedies to which it may be entitled under this agreement. 16. Remedies. In the event that either party fails or refuses to carry out its obligations under this agreement the other party shall be free to pursue any available legal remedies at law or in equity. 17. Escrow. This sale shall be closed through an escrow(the "Escrow")with Chicago Title and Trust Company ("Escrowee"), in accordance with the provisions of the Deed and Money Escrow Agreement then in use by Escrowee, with such special provisions inserted in the escrow agreement as may be required to conform with this Contract. Upon the creation of such Escrow, payment of the purchase price and delivery of deed shall be made through the Escrow and the earnest money shall be deposited in the Escrow. The cost of the Escrow and any so- called "New York Style" closing fee shall be paid by the Purchaser. Purchaser and Seller shall make all deposits into the escrow in a timely manner to permit the Escrowee to disburse the Escrow on the Closing Date. 18. Time. Time is of the essence of this Contract. 19. Manner of Payment. Any payments herein required to be made at the time of Closing shall be by certified check, cashier's check, City of Elgin check or wire transfer. 20. Notices. All notices herein required shall be in writing and shall be served on the parties at the addresses following their signatures. The mailing of a notice by registered or certified mail, return receipt requested, or personal delivery by courier service shall be sufficient service. Notices may also be served on the attorneys for the parties via e-mail or by use of a facsimile machine with proof of transmission and a copy of the notice with proof of transmission being sent by regular mail on the date of transmission. 21. Interpretation. This contract shall be construed, and the rights and obligations of Seller and Purchaser hereunder, shall be determined in accordance with the laws of the State of Illinois without reference to its conflict of laws rules. 22. Failure to Enforce Provisions. The failure by a party to enforce any provision of this agreement against the other party shall not be deemed a waiver of the right to do so thereafter. 23. Amendments. This agreement may be modified or amended only in writing signed by the parties hereto, or their permitted successor or assigns, as the case may be. 5 24. Entire Agreement. This agreement contains the entire agreement and understanding of the parties herein, all prior agreements and undertakings having been merged herein and extinguished hereby. 25. Joint and Collective Work Product. This agreement is and shall be deemed and construed to be a joint and collective work product of the Purchaser and the Seller, and, as such, this agreement shall not be construed against the other party, as the otherwise purported drafter of same, by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict, if any, and the terms or provisions contained herein. 26. Assignment. This agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This agreement and the obligations hereunder may not be assigned without the express written consent of each of the parties hereto. 27. Uniform Vendor and Purchase Risk Act. The parties agree that the provisions of the Uniform Vendor and Purchase Risk Act of the State of Illinois (765 ILCS 65/1 et seq.) shall be applicable to this contract. 28. "As Is" Condition. The Real Estate and personal property are being conveyed by the Seller to the Purchaser in their "as is" condition as of the date of the entry and execution into this agreement. 29. Inspection. Seller and Purchaser further agree as follows: A. The obligation of Purchaser to purchase the Real Estate pursuant to this agreement is subject to and contingent upon the condition precedent that Purchaser shall have found the condition of the Real Estate, including the environmental condition thereof, to be acceptable to the Purchaser following the performance of such environmental or other investigations and/or testing on the Real Estate as the Purchaser may elect to perform at its sole expense. B. Within five (5) days following the entry into and execution of this agreement (with such date of entry and execution being the date of the adoption of the resolution by the City Council of the Purchaser authorizing the execution of this agreement), the Seller shall deliver or cause to be delivered to the Purchaser copies of any existing surveys of the Real Estate and copies of all reports and/or documents in Seller's possession or control regarding the environmental condition of the Real Estate including, but not limited to, geological studies, environmental assessments, reports, soil tests, groundwater tests or other test results. The Purchaser shall thereafter commence performance of any environmental or other inspections of the Real Estate that it elects to perform and shall complete same within sixty (60) days of the entry into and execution of this agreement. Seller hereby agrees to allow Purchaser and its agents and contractors reasonable access to the Real Estate to conduct such inspections including, but not limited to, subsurface investigations. The Purchaser agrees to reasonably restore the Real Estate after the inspections, remove any waste generated in such inspection process and indemnify, defend and hold Seller harmless from any liability, loss, claim, cost or 6 expenses pertaining to any bodily injury or property damage arising out of the Purchaser's • performance of the inspections of the RealEstate. C. A full and complete copy of any written reports or other documents received by the Purchaser and containing the test data, findings, conclusions and recommendation of the party performing such inspections of the Real EState shall be promptly provided by the Purchaser to the Seller. D. If the. Purchaser determines, in its sole discretion, that the Real Estate is unsuitable for acquisition by the Purchaser,the Purchaser may,atilt written election delivered to the Seller not later than sixty (60) days after the entry into and execution of this agreement, declare this agreement null and void whereupon this agreement shall be deemed terminated,null and void and without further obligation of the parties hereto. If such written notice is not served within the time specified, Purchaser shall be deemed to have waived this contingency. and Purchaser shall be deemed to have eleeted to preceed with the purchase of the Real Estate pursuant to the terms of this agreement and this agreement shall remain in full force and effect. DATED: 1- 2015. CITY OF ELGIN ELGIN LODGE NO. 799,LOYAL ORDER OF MOOSE . By 13y: City Manager Its:. IDA(iN/5/r24 r0/2 Attest: City Clerk 150 Dexter Court Elgin Lodge No.799,Loyal Order of Moose Elgin,Illinois 60120-5555 925 S.McLean Boulevard Attention:City Manager Elgin,Illinois 60123 with a.copy of any notice to with a copy of-any notice to:• William A. Cogley Ronald 0.Roeser Corporation Counsel Roeser&Vuvha,.LLC City of Elgin Attorneys at Law 150-Dexter Court 920 David Road,Suite 100 Loglea,X0, 1 Elgin,Illinois 60123 Elgin,IL 60120-5555 rot.noteaw 847-931-5655 (Telephone) 847-888-1820(Telephone)• 847-931-5665 (Facsimile) 847-888-1892(Facsimile) FALegal DOARcal EstatdRE-Sales Qrntiact-1O N Stat.-clean 1O.I .doct 7 ., EXHIBIT A Legal description of 70 N. State Street, Elgin, Illinois 60123, Permanent Index Numbers 06-14- 260-001; 06-14-260-002; 06-14-260-003 per survey to be inserted. 8