HomeMy WebLinkAbout20-57 Resolution No. 20-57
RESOLUTION
RATIFYING THE EXECUTION OF A REAL ESTATE CONTRACT
(St. John's Lutheran Church Surface Parking Lot on the South Side of Dexter Avenue)
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,that
pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interest of
the city; and
BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that it hereby ratifies and approves the execution of a Real Estate Sale Contract by
Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, with St. John's Evangelical
Lutheran Church of Elgin, Illinois, an Illinois not-for-profit corporation, for the purchase of the
property commonly known as St. John's Lutheran Church Surface Parking Lot on the south side of
Dexter Avenue, Elgin, for $100,000, a copy of which is attached hereto and made a part hereof by
reference.,
s/David J. Kaptain .
David J. Kaptain, Mayor
Presented: April 22, 2020
Adopted: April 22, 2020
Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, 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 One Hundred Thousand Dollars
($100,000), 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 surface
parking lot on the south side of Dexter Avenue, Elgin, Kane County, Illinois 60120, Permanent
Index Numbers 06-14-279-002 and 06-14-279-003,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. St. John's Evangelical Lutheran Church of Elgin, Illinois, an
Illinois not-for-profit corporation ("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 subject only to general real
estate taxes for the year 2020 and subsequent years.
3. Payment Structure. At the Closing, Purchaser shall pay the total Purchase Price,
plus or minus prorations.
4. Survey. Not less than ten (10)days prior to the Closing,Seller, at its own expense,
agrees to furnish Purchaser 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/NSPS land Title Surveys and Mapping, 2016, including, without
limitation, all items (except for items 5, 6 and 12 in Table A thereof with accuracy standards
appropriate to suburban settings and for Purchaser's intended parking lot use of the Real Estate).
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.
ju S. Closing. The time of Closing("Closing"or"Closing Date") shall be on or before
2� Ate, 2020, 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. 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 ten(10)days prior to the Closing,at Seller's expense,a title commitment for an 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
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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 fiords 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. It'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 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.
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(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 are no underground storage tanks on the
Real Estate.
(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).
(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.
(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.
11. 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
vehicles, equipment, debris and Seller's personal property and shall deliver the Real Estate to the
Purchase in broom clean condition.
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) waivers of or insurance over broker's lien claims by all real estate brokers involved
in the transaction contemplated by this Contract;
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(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.
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 maybe 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 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.
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.
Notices may also he served on the attorneys for the parties by email 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.
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.
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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,
vagueness or conflict, if any, in 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 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.
27. Attorney Review. Within five (5) Business Days after Date of Acceptance, the
attorneys for the respective parties, by written notice, may:
(a) Approve this Contract; or
(b) Disapprove this Contract, which disapproval shall not be based solely upon the
purchase price; or
(c) Propose modifications to this Contract, except for the purchase price, which
proposal shall be conclusively deemed a counteroffer notwithstanding any
language contained in any such proposal purporting to state the proposal is not a
counteroffer. If after expiration often(10)Business Days after Date of Acceptance
written agreement has not been reached by the parties with respect to resolution of
all proposed modifications, either party may terminate this Contract by serving
written notice, whereupon this Contract shall be immediately deemed terminated
or;
(d) Offer proposals specifically referring to this subparagraph (d) which shall not be
considered a counteroffer. Any proposal not specifically referencing this
subparagraph (d) shall be deemed made pursuant to pursuant to subparagraph.(c)
as a modification. If proposals made with specific reference to this subparagraph
(d) are not agreed upon, neither Purchaser nor Seller may declare this contract null
and void,and this contract shall remain in full force and effect.
If written notice of disapproval or proposed modification is not served within the time specified
herein, the provisions of this paragraph shall be deemed waived.by the parties and this Contract
shall remain in full force and effect. If notice of termination is given, said termination shall be
absolute and the Contract rendered null and void upon the giving of notice, notwithstanding any
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language proffered by any party purporting to permit unilateral reinstatement by withdrawal of
any proposal(s).
28. Inspection. Within five(5) Business Days after the Date of Acceptance,the Seller
shall provide to Purchaser copies of any existing surveys regarding the Real Estate in its possession
or control and any copies of documents or records relating to any environmental conditions on the
Real Estate in its possession or control including, but not limited to, any existing environmental
reports or soil borings. Purchaser shall have up to thirty (30) days after the Date of Acceptance
such 30-day period being hereinafter referred to as the "Inspection Period") to conduct and
complete investigations and inspections of the Real Estate to determine whether the condition of
the Real Estate is suitable to the Purchaser. Such investigations and inspections may include,but
not he limited to,obtaining a phase 1 environmental assessment. Seller hereby grants to Purchaser
and Purchaser's agents access to the Real Estate for the purpose of conducting such inspections.
Purchaser shall indemnify Seller and hold Seller harmless from and against any loss or damage to
the Real Estate.caused by the acts or omissions of Purchaser or Purchaser's agents performing
such inspections. In the event the Purchaser determines,based upon such reports, inspections or
otherwise, and in the sole and absolute discretion of the Purchaser, that the Real Estate is not
reasonably suitable to the Purchaser, then the Purchaser may, by written notice to the Seller given
prior to the end of the 30-day Inspection Period, elect to terminate and cancel this contract. If the
Seiler is so notified in writing by the Purchaser prior to the expiration of such 30-day inspection
Period, then this contract shall be terminated and cancelled and null and void with no further
liability of either party hereunder. In the absence of written notice from the Purchaser to the Seller
prior to the expiration of such 30 day Inspection Period electing to terminate and cancel this
contract, Purchaser's right to tenninate and cancel this contract pursuant to the provisions of this
section shall be deemed waived by all parties hereto, and this contract shall be in full force and
effect.
29. Counterparts and Execution. This contract may be executed in counterparts,each
of which shall be an original and all of which shall constitute one and the same agreement. This
contract may be executed by electronic signature, which shall he considered as an original
signature for all purposes and shall have the force and effect as an original signature. Without
limitation, "electronic signature" shall include fax versions of an original signature or
electronically scanned and transmitted versions(e.g.. PDF)of an original signature.
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DATE OF OFFER: March 11,2020 DATE OF ACCEPTANCE: 6( L 7 .2020
CITY OF ELGIN e4T.JOHN'S EVANGELICAL LUTHERAN
CHURCH OF LGI LMOiS
By: 1, By.
Richard G. Kozal,CitylMaihager
City Clerk
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150 Dexter Court 115 N. Spring Street
Elgin, IL.60120-5555 Elgin, IL 60120
Attention: City Manager
with a copy of notice to: with a copy of notice to: 1
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William A. Cogley Cathy Hurlbut
Corporation Counsel Hurlbut&Hurlbut, P.C. i
City of Elgin 574 N.McLean Boulevard,#la
150 Dexter Court Elgin, Illinois 60123
Elgin,Illinois 60120-5555 847-741-0400
847-931-5659 847-289-1355 (facsimile)
947-931-5665 (facsimile) churlbut@iawhurlbut.com
coglcy_y@cityofeigin.org
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F.-Uxgal Dgx%Real EstateN E-Sales Contract-Surface Parking Lot-Dexter Avenue-3.10.20.docx
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EXHIBIT A
Legal Description j
(To be inserted by the attorneys for the parties)
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