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HomeMy WebLinkAbout04-271 Resolution No. 04-271 RESOLUTION AUTHORIZING EXECUTION OF A REAL ESTATE SALE CONTRACT (1070 Abbott Drive) BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,that Ed Schock, Mayor, and Dolonna Mecum, City Clerk,be and are hereby authorized and directed to execute a Real Estate Sale Contract on behalf of the City of Elgin with the Fox River Water Reclamation District, for the purchase of property commonly known as 1070 Abbott Drive,Elgin,a copy of which is attached hereto and made a part hereof by reference. s/ Ed Schock Ed Schock, Mayor Presented: October 13, 2004 Adopted: October 13, 2004 Omnibus Vote: Yeas: 6 Nays: 0 Attest: s/Dolonna Mecum Dolonna Mecum, City Clerk 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 Ten Dollars ($10) , 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 1070 Abbott Drive, Elgin, Kane County, Illinois 60120 , the legal description and dimensions 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 refeired to as the "Real Estate" ) . 2 . Agreement to Sell . Fox River Water Reclamation District, a municipal corporation, Kane and Cook Counties, Illinois, and a home rule unit , within the meaning of the Constitution of the State of Illinois ("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 quit claim deed, with release of homestead rights, and a proper bill of sale and subject only to general taxes for the year 2003 and subsequent years . 3 . Payment Structure . At the Closing, Purchaser shall pay the total Purchase Price, plus or minus prorations . 4 . Closing. The time of NoveClombierng15( "Closing" or "Closing , Date" ) shall be on or before Augt±st== € , 2004 , or such other date as may hereafter be agreed to by the parties . 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. 4 . 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 party from any loss, costs, damages or expense (including reasonable attorney' s fees) arising out of a breach of the warranty contained in this Section 6 . 5 . Prorations . The real estate is exempt from taxation. Seller shall pay any outstanding taxes which may appear as of the date of closing. 6 . 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 existing :.eases 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 . (f) There are no underground storage tanks on the Real Estate, with the exception of the underground diesel fuel tank identified as LUST Incident No. 962386 . (g) To the best of Seller' s knowledge, neither the improvements on the Real Estate nor the Real Estate contain any friable asbestos and no polychlorinated biphenyls (PCBs) are located in, on or under the Real Estate (including, without limitation, in, on or under any equipment located thereon) , with the exception of the underground diesel fuel tank identified as LUST Incident No . 962386 . (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, with the exception of the underground diesel fuel tank identified as LUST Incident No. 962386 . 2 (i) To the best of Seller' s knowledge, the Real Estate has never been used as a dump for waste material, with the exception of the underground diesel fuel tank identified as LUST Incident No. 962386 . (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, with the exception of the underground diesel fuel tank identified as LUST Incident No . 962386 . 7 . Condition 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 . 8 . Survival . All representations, warranties, indemni- ties 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 . 9 . Closing Documents . In addition to the deed, 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. 10 . 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 . 3 11 . 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. 12 . Time . Time is of the essence of this Contract . 13 . 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. 14 . 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 . 15 . 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 . 16 . 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. 17 . 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 . 18 . 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. 19 . 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. 4 20 . 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. 21 . 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 . DATED: /0/021/054 CITY OF ELGIN, FOX RIVER WATER RECLAMATION a municipal corporation DISTRICT, a municipal cor oration BY - /1/x) ) yeeiaietd-7 Mayor President Attest : Attest : /14-12 -44'1,^- City Clerk Clerk 150 Dexter Court Raymond Street and Purify Drive Elgin, Illinois 60120-5555 Elgin, Illinois 60120 Attention: City Manager Attention: General Manager with a copy of any notice to : with a copy of any notice to: William A. Cogley Douglas Scheflow City of Elgin Attorney at Law 150 Dexter Court 63 Douglas Avenue Elgin, IL 60120-5555 Elgin, IL 60120 F:\Legal Dept\Real Estate\RE-Sales Contract-Abbott Dr-FWRD.doc 5 EXHIBIT A The West 70 . 0 feet of the South 130 . 0 feet of Lot 8 in Elgin Industrial Park, being a sub division of part of the North half of Section 10 , Township 41 North, Range 8 East of the Third Principal Meridian, according to the plat thereof recorded in the Recorder' s Office of Kane County on March 25 , 1963 , as Document No. 997785 in Book 42 of Plats, page 48 , being situated in the City of Elgin, Kane County, Illinois . 6