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HomeMy WebLinkAbout05-8 Resolution No. 05-8 RESOLUTION AUTHORIZING EXECUTION OF A REAL ESTATE SALE CONTRACT (819 Clifford Avenue) 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 Sarah Alvarado, for the purchase of property commonly known as 19 Clifford Avenue,Elgin,for$65,000,a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: January 12, 2005 Adopted: January 12, 2005 Omnibus Vote: Yeas: 6 Nays: 0 Attest: s/Dolonna Mecum Dolonna Mecum, City Clerk 1 Draft 12/27/04 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-Five Thousand Dollars ($65, 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 819 Clifford Avenue, Elgin, Kane County, Illinois, Permanent Index Numbers 06-11-253-003 and 06-11-253-004 Elgin, Kane County, Illinois, the legal description of such Real Estate 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 . Sarah Alvarado ("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 good and merchantable title thereto by a recordable warranty deed, with release of homestead rights, and subject only to general taxes for the year 2004 and subsequent years . 3 . Payment Structure . Within three (3) business days of the execution of this contract , Purchaser shall deposit with Seller' s attorney an earnest money deposit in the amount of One Thousand Dollars ($1, 000 . 00) . Such earnest money shall be held by Seller' s attorney as escrowee in trust for the mutual benefit of the parties in a non-interest bearing account . At the Closing, Purchaser shall pay the balance of the Purchase Price, plus or minus prorations . 4 . Survey. Not less than five (5) days prior to the Closing, Seller shall , at Seller' s expense, furnish to the Purchaser' s attorney a plat of survey of the Real Estate dated not more than six (6) months prior to the closing date, prepared by an Illinois Professional Land Surveyor, showing the legal description and any encroachments, measurements of all lot lines, all easements of records, building setback lines of record, fences, all buildings and other improvements on the Real Estate and distances therefrom to the nearest two lot lines . In addition, the survey to be provided shall be a boundary survey conforming to the current requirements of the Illinois Department of Professional regulation. The survey shall show all corners staked and flagged or otherwise monumented. The survey shall have the following statement prominently appearing near the professional land surveyor' s seal and signature : "This professional service conforms to the current Illinois Minimum Standards for a Boundary Survey. " A mortgage inspection, as defined, is not a boundary survey, and does not satisfy the necessary requirements . 5 . Closing. The time of Closing ( "Closing" or "Closing Date" ) shall be on or before February 28, 2005, 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 . Real Estate Brokers . 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 . 7 . Title. Seller shall deliver or cause to be delivered to Purchaser or Purchaser ' s agent, not less than fifteen (15) days prior to the Closing, at Seller ' s expense, a title commitment for a 1970 ALTA 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 . 2 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 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 . 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 3 closing, Seller shall deliver to Purchaser a certificate of non-foreign status . (b) There are no existing 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 and the Real Estate and any and all improvements thereon, will be vacant and unoccupied. (f) There are no underground storage tanks on the Real Estate . (g) To the best of Seller' s knowledge, the Real Estate has never been used as a dump for waste material . (h) To the best of Seller' s knowledge, the Real Estate or any improvements thereon do not 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 improvements or equipment located thereon) . (i) 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. (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 other requirement relating to environmental and occupational health and safety matters and hazardous materials or substances . 11 . Condition of the Real Estate at Closing. Seller is conveying the Real Estate to Purchaser in as is condition. 4 Seller will not be responsible for cleaning or removing any debris nor mow or remove natural vegetation growing on the real estate . 12 . 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 . 13 . 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; (b) 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; (c) a Plat Act Affidavit, if necessary. 14 . 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 . 15 . 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. 16 . 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 5 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 divided equally between Seller and 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 . 17 . Time . Time is of the essence of this Contract . 18 . 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 in accordance with Chicago Title Insurance Company policies . 19 . 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 . 20 . 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 . 21 . 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. 22 . 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 . 23 . 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. 24 . 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, 6 vagueness or conflict, if any, and the terms or provisions contained herein. 25 . 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. 26 . Uniform Vendor and Purchaser Risk Act . The parties agree that the provisions of the Uniform Vendor and Purchaser Risk Act of the State of Illinois (765 ILCS 65/1 et seq. ) shall be applicable to this contract . 27 . Environmental 'Studies/Inspections . This contract and all of Purchaser' s obligations hereunder are expressly made contingent upon Purcha$er conducting an environmental study and/or inspections of the Real Estate that does not in the sole discretion of Purchaser indicate any environmental impediments to Purchaser' s intended use of the Real Estate . If such contingency is not fulfilled, satisfied or waived by Purchaser, at Purchaser ' s sole discretion, on or before the Closing Date determined pursuant to Section 5 of this contract, Purchaser shall have the right to terminate this contract, exercisable by giving Seller written notice of such termination on or before the Closing Date, wherelupon this contract shall be terminated and of no further force and effect . Such environmental study and/or inspections of the Real Estate by the Purchaser may include, but not be limited to, soil borings, soil testing and ground water testing. Within ten (10) days following the execution of this contract, 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 the 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 test or other test results and existing surveys . Seller also heeby grants to Purchaser and Purchaser' s agents access to the subject Real Estate for the purpose of conducting such environmental study and/or inspections. Purchaser shall indemnify Seller and hold Seller harmless from and against any loss or damage caused by the acts or negligence of the Purchaser or any person performing such environmental study and/or inspections of the Real Estate . In the event Purchaser terminates this contract pursuant to this paragraph Purchaser agrees to and shall reimburse to the Seller Seller' s 7 expenses for the survey identified in Paragraph 4 and the title commitment identified in Paragraph 7 incurred by the Seller as of the date of termination by the Purchaser. DATED: / L , 200i— CITY OF ELGIN SARAH ALVARADO By. :� , 6, 44L00106 ayor Sarah Alvarado Attest : 444,1City Clerk 150 Dexter Court 610 W. Chicago Street Elgin, Illinois 60120-5555 Elgin, Illinois 60123 Attention: City Manager with a copy of any notice to: with a copy of any notice to: William A. Cogley George Irizarry Corporation Counsel 50 Kimball Street City of Elgin Elgin, Illinois 60120 150 Dexter Court Elgin, IL 60120-5555 8 EXHIBIT A Lot 2 in Block XIV and that part of the Westerly 3 feet of Out Lot 5 lying between the North and South lines extended of the aforesaid South 1/2 of Lot 2 of Sadler' s Addition to Elgin, in the City of Elgin, Kane County, Illinois . 9