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HomeMy WebLinkAbout21-100 Resolution No. 21-100 RESOLUTION AUTHORIZING EXECUTION OF A REAL;ESTATE CONTRACT FOR THE PURCHASE OF A PORTION OF 500-522 DUNDEE AVENUE BE IT RESOLVED BY THE CITY COUNCIL OI THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a real estate contract on behalf of the City of Elgin with CVS 5829 IL, L.L.C., for the purchase of a portion the property commonly known as 500-522 Dundee Avenue for$21,000, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: June 23, 2021 Adopted: June 23, 2021 Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk REAL ESTATE SALES CONTRACT 1. Agreement to Purchase. The City of Elgin, Illinois, an Illinois municipal corporation ("Purchaser") agrees to purchase at a price of Twenty-One Thousand Dollars ($21,000.00) (the "Purchase Price"), on the terms set forth herein, certain real estate and all improvements thereon and appurtenances thereto, such real estate consisting of a portion of the property commonly known as 500-522 Dundee Avenue, Elgin, Kane County, Illinois 60123, Permanent Index Numbers 06-12-377-020, 06-12-377-021 and 06-12-377-022, and containing 0.052 acres more or less, said real estate being identified as Parcel 0003 as depicted on the sheet from the Plat of Highways attached hereto as Exhibit A, incorporated herein by this reference,the legal description thereof being set forth on Exhibit B, 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. CVS 5829 IL, L.L.C. (referred to herein as the "Seller"), as owner of record of the Real Estate, agrees to sell the Real Estate at the Purchase Price and in accordance with the terms set forth herein, and to convey or cause to be conveyed to Purchaser title thereto by a recordable quitclaim deed, subject to the following: (a) all matters of record relating to the Real Estate;(b)general real estate taxes and any personal property taxes for the year 2021 and subsequent years not yet due and payable, public records showing that the general real estate taxes for the year 2020 have been paid in full; (c)the state of facts shown on Exhibit A; (d) any title exceptions set forth on the ALTA title commitment for the Real Estate prepared by Chicago Title Insurance Company, dated May 3, 2021, attached hereto as Exhibit C and incorporated herein by this reference; (e)the acts of Purchaser and all parties acting through or for Purchase;and (f)any zoning laws, statutes,and ordinances affecting the Real Estate or any portion thereof(collectively,the "Permitted Exceptions"). 3. Constructing Work. It is a material condi`ion to Seller's agreement to this Real Estate Sales Contract that, in addition to the Purchase Price to be provided at Closing, Purchaser shall provide thirty (30) days' notice prior to the beginning of construction on the Real Estate so that Seller may take all steps necessary to protect its property outside the bounds of the Real Estate. Purchaser further provides by this Section a future license over, under, and across the Real Estate from the time of Closing until the expiration of the thirty(30)days' notice provided in accordance with this Section, provided that Seller shall not materially alter the grade or condition of the Real Estate. It is also a material condition to Seller's agreement to this Real Estate Sales Contract that, in addition to the Purchase Price to be provided at Closing, Purchaser shall design and construct its improvements within the Real Estate for the Purchase 's Dundee Avenue and Summit Street Intersection Improvement Project to be compliant with the Americans with Disabilities Act. This Section and all obligations herein shall survive the Closing on the Real Estate as anticipated by this Real Estate Sales Contract. 4. Payment Structure. At the Closing, Purchaser shall pay the total Purchase Price, plus or minus prorations by wire transfer of immediately available funds. -1- 5. Survey. The sheet from the Plat of Highways attached hereto as Exhibit A shall be the survey utilized by the Purchaser with respect to the Closing for title purposes. 6. Closing. The time of Closing ("Closing" or"Closing Date") shall be on or before June 30,2021,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 in accordance with Section 8, and further provided that the parties shall be allowed to(close by mail so that Seller's physical presence is not required at Closing. 7. 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 7. 8. Title. The title commitment for an ALTA owner's title insurance policy (the "Policy") issued by Chicago Title Insurance Company(the"Title Company") in the amount of the purchase price is attached hereto as Exhibit C. At Closing, Seller shall furnish Purchaser an affidavit of title in customary form,provided such form was previously provided to Seller by the Title Company prior to the Closing Date and in the form shown on the attached Exhibit D attached hereto,or other similar and customary form agreed upon by Seller and the Title Company,covering the date of Closing and showing title in Seller subject only to the Permitted Exceptions. Notwithstanding anything to the contrary contained he iein, the Permitted Exceptions to the quitclaim deed and the affidavit of title shall be the Permitted Exceptions as defined by Section 2 herein regardless of whether such Permitted Exceptions are identified as title exceptions in the Policy. If title to the Real Estate is not acceptable to Purchaser or the Title Company,as hereinafter described, Purchaser's sole remedy is to terminate this Real Estate Sales Contract by providing written notice to Seller and, upon such termination, this Real Estate Sales Contract shall be null and void and of no force or effect and the Parties shall have no rights, obligations, or liabilities hereunder,except those which expressly survive the termination of this Real Estate Sales Contract, if any. If Seller fails to consummate the Closing in accordance with the terms and provisions of this Real Estate Sales Contract,Purchaser's sole remedy shall be to proceed with condemnation in accordance with the laws of the State of Illinois. 9. Intentionally Omitted. 10. Prorations. Seller shall pay any due and payable real estate taxes for all prior years including 2021 up to and including the Closing Date fort the underlying property and the Real Estate on or before the due dates for each installment thereof, and shall provide Purchaser with copies of paid receipts for the same. It is understood and agreed by the parties that the Purchaser shall file an application to have the Real Estate acquired by the Purchaser declared exempt from real estate taxes from and after the Closing Date. In the event that the Purchaser fails to file an application for property tax exemption, or in the event that the Real Estate acquired by the Purchaser is not declared to be tax exempt, Purchaser shall pay the proportionate share of 2021 real estate taxes accruing after the Closing Date for the Real Estate based upon the proportion of the area of the underlying property acquired by the Purchaser; said amount being 3.19% of the -2- total underlying property (2,265 square feet/71,103 square feet). Seller shall 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 as provided to Seller in advance of Closing by the Title Company. The parties agree that the provisions of this Section 10 shall survive the Closing and the conveyance of the Real Estate from the Seller to the Purchaser, shall be deemed remade as of the Closing, and shall not be merged into the closing documents. 11. Intentionally Omitted. 12. 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 in the form provided to Seller in advance of Closing by the Title Company. 13. Condition of the Real Estate at Closing. Seller agrees and shall deliver to Purchaser at Closing possession of the Real Estate including but no limited to any improvements thereon and appurtenances thereto, subject to the Permitted Exceptions in its "AS IS" and "WITH ALL FAULTS" condition as of the date of this contract, ordinary wear and tear excepted. Purchaser acknowledges that, excerpt as expressly set forth herein or in the closing documents executed and delivered by Seller at Closing, neither Seller, nor any person acting on behalf of Seller, nor any direct or indirect officer, director, employee, member, manager, agent, representative accountant, advisor, attorney, affiliate, consultant, contactor of Seller,for successor or assign of the foregoing parties (Seller, and all other parties described in the preceding portions of this sentence(other than Purchaser) shall be referred to herein collectively as the " xculpated Parties") has made or shall be deemed to have made any oral or written representations or warranties, whether express or implied, by operation of law or otherwise including, without limitation, any warranties of title, habitability,merchantability or fitness for a particular purpose, with respect to the Real Estate,the permitted use of the Real Estate or the zoning and other laws, regulations and rules applicable thereto or the compliance by the Real Estate therewith Purchaser represents that it is a knowledgeable, experienced and sophisticated buyer of real estate and that it is acquiring the Real Estate described herein based solely on its own independent investigation and inspection of the Real Estate and no in reliance on any information provided by Seller, or any of the other Exculpated Parties. Purchaser further acknowledges that it is purchasing the Real Estate "AS IS" and "WITH ALL FAULTS AND CONDITIONS" as of the date hereof, subject to ordinary wear and tear, but subject to the terms set forth herein and the closing documents executed by Seller at Closing. Purchaser acknowledges and agrees that its obligations hereunder shall not be subject to any financing contingency or other contingencies or satisfaction of conditions and Purchaser shall have no right to terminate this Real Estate Sales Contract, except as expressly provided herein. Purchaser, with Purchaser's counsel, has fully reviewed the disclaimers and other agreements set forth in this Real Estate Sales Contract, and understands the significance and effect thereof. Purchaser acknowledges and agrees that that disclaimers and other agreements set forth herein are an integral part of this Real Estate Sales Contract and that Seller would have not agreed to sell the -3- Real Estate to Purchaser for the Purchase Price without said disclaimers and other agreements.The terms and conditions of this paragraph of Section 13 will expressly survive the Closing and will not merge with any of the closing documents. 14. Survival. Except as expressly provided otherwise herein, all representations, warranties, indemnities and covenants made by Seller to Purchaser under this Contract shall not survive the Closing and shall merge with the closing documents executed at Closing. 15. Closing Documents and Deliveries. (a) Seller's Documents and Deliveries. At Closing, Seller shall deliver to Escrowee,as hereinafter defined, the following documents which shall be released to Purchaser or the Title Company at Closing: i. A quitclaim deed utilizing the legal description of the Real Estate attached hereto as Exhibit B, subject to the Permitted Exceptions, unless Purchaser and Seller have agreed to a legal description derived from the survey in accordance with Section 5, subject to the Permitted Exceptions; ii. The affidavit of title as contemplated by Section 8 herein; iii. Any required transfer declarations as contemplated by Section 10 herein; iv. A certification that Seller is not a"foreign person" as contemplated by Section 12 herein; v. A copy, either electronic or mailed, of the closing statement prepared by the Title Company, showing Seller's acceptance and approval of the source and disposition of the Purchase Price and any other funds transferred at Closing; vi. An affidavit confirming there are no brokers representing Seller in this transaction; vii. Any other documents as customarily required by the Title Company which shall be provided by the Title Company to Seller in advance of Closing for Seller's review and approval. (b) Purchaser's Documents and Deliveries. At Closing, Purchaser shall deliver to Escrowee, as hereinafter defined,the following,which shall be released to Seller except as noted: i. Payment of the Purchase Price, as adjusted in the manner required by this Real Estate Sales Contract; ii. A copy, either electronic or mailed, o the closing statement prepared by the Title Company,showing Purchaser's acceptance and approval of the source and disposition of the Purchase Price and any other funds transferred at Closing; -4- iii. An affidavit confirming there are no brokers representing Seller in this transaction; iv. Any other documents as customarily required by the Title Company which shall be provided by the Title Company to Seller in advance of Closing for Seller's review and approval. 16. Intentionally Omitted. 17. Intentionally Omitted. 18. Escrow. The delivery and recording of the closing documents and disbursement of any funds (the "Escrow") shall be effected through Chicago Title and Trust Company ("Escrowee") at Closing pursuant to the instructions from the parties hereto, which instructions shall not modify or diminish the respective obligations hereunder.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. 19. Costs. Seller shall pay its own attorneys' fees and the payoffs for any monetary liens subject to the provisions of Section 8 herein.Purchaser shall pay all other costs and expenses of consummating this transaction, including, without limitation, the cost of the Escrow and Escrowee and any so-called"New York Style"closing fee,any applicable transfer taxes which are assessed against either Purchaser or Seller, all costs and expenses of any survey,title examination fees, and title insurance premiums or endorsements. 20. Time. Time is of the essence of this Real Estate Sales Contract. 21. Manner of Payment. Any payments herein required to be made at the time of Closing shall be by wire transfer. 22. 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 overnight delivery by a nationally recognized overnight courier service (e.g. FedEx or UPS) shall be sufficient service. 23. Interpretation. This contract shall be cons rued, 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. 24. Failure to Enforce Provisions. The failure'by a party to enforce any provision of this Real Estate Sales Contract against the other party shall not be deemed a waiver of the right to do so thereafter. 25. Amendments. This Real Estate Sales Contract 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- iI 26. Entire Agreement. This Real Estate Sales Contract contains the entire agreement and understanding of the parties herein,all prior agreements and undertakings having been merged herein and extinguished hereby. 27. Joint and Collective Work Product. This Real Estate Sales Contract 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. 28. Assignment. This Real Estate Sales Contract 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. i 29. 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 Real Estate Sales Contract. 30. Intentionally Omitted. 31. Counterparts and Execution. This Real Estate Sales 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 Real Estate Sales Contract may be executed by electronic signature, which shall be 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. SIGNATURE PAGE FOLLOWS -6- DATE OF OFFER: June 23 , 2021 DATE OF(ACCEPTANCE: Jun 3,2021 2021 PURCHASER SELLER CITY OF ELGIN CVS 5289 IL, L.L.C. i By By: Michael J Iturimcak(Jun 3,202116.17 CDT) Richard G. Kozal, City Manager Michael J. Kurimcak Its: Vice President Attest: CVS Legal Approval: TM/LC City lerk 150 Dexter Court CVS 5829 IL, L.L.C. Elgin, Illinois 60120-5555 CVS Pharmacy, Inc. Attention: City Manager Attn: Property Administration, Store#5829 One CVS Drive Woonsocket, RI 02895 with a copy of any notice to: with a copy of any notice to: William A. Cogley Ashlynn E. Hutton Corporation Counsel Parker Poe Adams&Bernstein LLP City of Elgin 1075 Peahtree Street NE, Suite 1500 150 Dexter Court Atlanta, GA 30030 Elgin, IL 60120-5555 404-665-1251 847-931-5659 404-869-6972 (facsimile) 847-931-5665 (facsimile) -7- EXHIBIT A Plat of Highways, Page 6 of 12, prepared by Baxter& Woodman, and depicting Parcel 0003, being the portion of 500-522 Dundee Avenue, Elgin, Illinoils, 60123,that is the subject of this Real Estate Sales Contract(the"Real Estate"), to be inserted. • EXHIBIT B LEGAL DESCRIPTION 500-522 Dundee Avenue, Elgin, IL-Parcel 0003 That part of Lot 1 in Block 26 in P.J. Kimball's Jr. Third Addition to Elgin, being a subdivision of part of Section 12, Township 41 North, Range 8 East of the Third Principal Meridian, in Kane County, Illinois, bearings and distances based on the Illinois State Plane Coordinate System, East Zone,NAD83 (2011 Adjustment), with a combined factor of 0.999975, described as follows: Beginning at the intersection of the Westerly line of Dundee Avenue and the Northerly line of Summit Street; thence North 88 degrees 55 minutes 07 seconds West along said Northerly line, a distance of 9.64 feet; thence North 35 degrees 00 minutes 00 seconds East, a distance of 282.49 feet to a point on the Southerly line of Plum Street;thence forth 89 degrees 03 minutes 02 seconds East along said Southerly line, a distance of 9.83 feet to the intersection with the Westerly line of Dundee Avenue; thence South 35 degrees 00 minutes 00 seconds West along said Westerly line, a distance of 282.81 feet to the point of beginning, in Kane County,Illinois. Said parcel containing 0.052 Acres, more or less. EXHIBIT C ALTA Commitment for Title Insurance, prepared by ;Chicago Title Insurance Company, Commitment Number 21012788GV, Commitment Date May 3, 2021, to be inserted. 1 -10- EXHIBIT D Affidavit of Title To the best of the knowledge of the below signatory for CVS 5829 IL,L.L.C.(the"Seller"), the following is true and correct: 1. Seller is owner of the portion of the premises described in the attached Exhibit"A" (the"Property"). 2. There are no other record title holders to the Property other than Seller. 3. Seller has made no improvements or contracted for improvements on the Property within six (6) months immediately preceding the date of the affidavit, out of which a claim for a mechanic's lien could accrue or has accrued. 4. There are no chattel mortgages, conditional sales contracts or financing statements existing on or in connection with the Property which are not shown by the public records. 5. There are no existing tax liens or special assessments involving the Property which are not shown by the public records. 6. There are no unpaid or delinquent real estate taxes, special assessments, or water or sewer service charges which are not shown by the public records. So sworn,this day of , 2021. CVS 5289 IL, L.L.C. By: Its: CVS 5829 IL, L.L.C. CVS Pharmacy, Inc. One CVS Drive Woonsocket, RI 02895 This instrument was acknowledged Before me on , , 2021. (SEAL) Notary Public My Commission Expires: -11-