HomeMy WebLinkAbout21-51 Resolution No. 21-51
RESOLUTION
AUTHORIZING EXECUTION OF A REAL ESTATE SALES CONTRACT
FOR THE PURCHASE OF A PORTION OF THE PROPERTY COMMONLY
KNOWN AS 437-441 DUNDEE AVENUE AND FOR A TEMPORARY CONSTRUCTION
EASEMENT OVER A PORTION OF SUCH PROPERTY
BE IT RESOLVED BY THE CITY COUNCIL OF 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 sales contract on behalf of the City of Elgin with
Chicago Title Land Trust Company as Successor to Harris Bank Barrington, N.A., as Trustee
under Trust Agreement dated September 1, 1994 and known as Trust No. 11-5026,for the purchase
of a portion of the property commonly known as 437-441 Dundee Avenue and for a temporary
construction easement over a portion of such property for $1,100, a copy of which is attached
hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: March 24, 2021
Adopted: March 24, 2021
Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
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REAL ESTATE SALES CONTRACT
1. Agreement to Purchase. The City of Elgin, Illinois, an Illinois in
corporation ("Purchaser") agrees to purchase at a price of One.Thousand One Hundred Dollars
($1,100.00), 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
437-441 Dundee Avenue,Elgin, Kane County,Illinois 60123,Permanent Index Numbers 06-12-
379-006 and 06-12-379-016, and containing 0.001 acres more or less, said real estate being
identified as Parcel 0006 as depicted on Exhibit A,attached hereto and 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"), as well as the
temporary construction easement described in-Section 30 herein.
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2. Agreement to Sell. Chicago Title Land Trust Company as Successor to Ham's Bank
Barrington;N.A.,as Trustee under Trust Agreement dated September 1, 1994 and known as Trust
No. 11-5026 (referred to herein as the"Seller"), as owner of record of the Real Estate, agrees to
sell the Real Estate and grant the temporary construction easement identified 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 2020 and subsequent years.
3. PaDnent Structure. At the Closing, Purchaser shall pay the total Purchase Price,
plus or minus proration.
4. Survey. Not less than three (3) days prior to the Closing, Purchaser, at its own
expense, agrees to obtain a plat of survey of the Real Estate dated within six (6) months of the
Closing, prepared by an Illinois professional land, surveyor, showing any encroachments,
measurements of all lot lines, all easements of record, building setback lines of record, fences,
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."
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5. Closing The time of Closing( Closing or Closing Date )shall be on or before
March 31,2021,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,
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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 b:.
7. Title. Purchaser shall deliver or cause to be delivered to Seller or Seller's agent,
not less than three(3)days prior to the Closing, at Purchaser's expense,a title commitment for a
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 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 thirty=day(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. Proration. Seller shall pay real estate taxes for all prior years including 2021 up
to and including the Closing Date for 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 thy: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 3.11%of the total underlying property(551 square
feet/17,729 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
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requirements as established by any county or local ordinance with regard to a transfer or
transaction tax. The parties agree that the provisions of this Section 9 shall survive the Closing
and the conveyance of the Real Estate from the Seller to the City, shall be deemed remade as of
the Closing,and shall not be merged into the closing documents.
10. Bill of Sale for Fixtures and Porsonal 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: None.
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 existing leases affecting the Real Estate.
c) There are no existing contracts or options to purchase the Real Estate.
d) As of the Closing Date,the Real Estate will be vacant and unoccupied.
e) To-the best of Seller's knowledge,.there are no underground storage tanks on the
Real Estate.
f) 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).
g) To the best of Seller's knowledge,no hazardous materials or substances have been
Iocated on the Real Estate or have been released into the environment,, or
discharged,placed or disposed of,at or under the Real Estate.
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h) To the best of Seller's knowledge, the Real Estate has never been used as a dump
for waste material.
i) To the best of Seller's knowledge, the Real Estate and its prior uses comply with
and at all times have complied Kith any applicable governmental law,regulation or
requirement relating to environmental and occupational health and safety matters
and hazardous materials or substances.
12. Condition of the Real Estate at Closinu 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
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and Seller's personal property not conveyed by Bill of Sale to Purchaser and shall deliver the Real
Estate to the Purchaser in a reasonably clean condition.
13. Survival. All representations, wan-antics, 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:
(d) 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 comiriitment 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 flat Act Affidavit, if applicable; and
(e) a closing statement and such other documents as customarily required by the Title
Company.
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 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.
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 Stylc"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.
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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 shalt 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 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. Inteagetation. 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.
24. Entire Aigeennent. 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. Assianment. 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 6511 et seq.) shall
be applicable to this contract.
28. Production of Records Regarding Real Estate. Concurrently with the entry into this
contract,Seller shall provide to Purchaser copies of any existing surveys of the Real Estate along
with any and all documents and records relating to or desmibing any environmental conditions on
the Real Estate.
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29. Counterparts and Execution. This contract maybe 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 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.
30. TemyorarYConstruction Easement. Seller hereby further grants and conveys to
Purchaser a temporary construction easement over that portion of Seller's property identified as
Parcel 0006TE as depicted on the attached Exhibit A,and legally described on the attached Exhibit
B, consisting of 0.005 acres more or less(the"Temporary Construction Easement Premises"),for
the purpose of permitting the Purchaser access to such portion of Seller's property to allow for the
construction of street and intersection improvements on Dundee Avenue and Summit Street. The
temporary construction easement shall begin upon the date of the commencement of construction
activities on the Temporary Construction Easement Premises,and shall be deemed terminated after
the twenty-four (24) month period following the commencement of construction within the
Temporary Construction Easement Premises. The Seller agrees to execute an easement agreement
in a form approved by the Purchaser granting such temporary construction easement to the
Purchaser. The parties agree That the provisions of this Section 30 shall,survive the Closing and
the conveyance of the Real Estate from the Seller to the Purchaser.
SIGNATURE PAGE FOLLOWS
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DATE OF OFFER: ,2021 DATE OF ACCEPTAN CE: J-/2— ,2021
PURCHASER SELLER
CITY OF ELGIN' Chicago Title Land Trust Company as Successor
to Harris Bank Barrington, I.A.,as Trustee
under Trust Agreement dated September 1, 1994
and known as Trust No. 11-5026
B BY:
Richard G.Koza1,efty Manager IWA 2 c- IZ-2 e^_
A Its:
City Clerk
Dated: March , 2021
150 Dexter Court c%Mr�Kesmery fyigR JG2es,"cElgin,Illinois 60120-5555 P.O. �(,e rz.ltw
Attention:City Manager E n,IL 60120 L��ti /c
with a copy of any notice to: with a copy of any notice to:
William A.Cogley
Corporation Counsel
City of Elgin
150 Dexter Court
Elgin,IL 60120-5555
847-931-5659
847-931-5665 (facsimile)
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EXHIBIT A.
Plan depicting the portion of 437-441 Dundee Avenue,Elgin, Illinois, 60123,that is the subject
of this Real Estate Sales Contract to be inserted.
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rCD 0006 PUB.
Sta.16r43.00 Dundee Avenue PPoe
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St3.4400A0Seneca Street Sta
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1 I� See Below
(Lands Desenbed`.n Warranty De in Trust
j Qj nec.Sepmrnber2Z.10L+9as Doe.04k=0B?) 6 �I
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(See Sheet 12)
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EXHIBIT B
LEGAL DESCROTIONS
437-441 Dundee Avenue.Elgin. IL'-Parcel 0006
That part of Lot 6 in Block 14 in Joseph Pabst's Subdivision,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 Northwest corner of said Lot 6;thence South 56 degrees 57 minutes 08 seconds
East along the Northerly line of said Lot 6, a distance of 2.00 feet; thence South 35 degrees 00
minutes 00 seconds West,a distance of 25.59.feet;thence North 55 degrees 00 minutes.00 seconds
West, a distance of 2.00 feet to a point on the West line of said Lot 6;thence North 35 degrees 00
minutes 00 seconds East along said West line, a distance of 25.52 feet to the point of beginning,
in Kane County, Illinois. Said parcel containing 0.001 Acres(51 square feet),more or less.
437-441 Dundee Avenue.Elgin, IL-Parcel 0006T1E
Subdivision,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:
Commencing at the Northwest comer of said Lot 6;thence South 56 degrees 57 minutes 08 seconds
East along.the North line of said Lot 6, a distance of 2.00 feet to the point of beginning; thence
continuing South 56 degrees 57 minutes 08 seconds East along.the North line of said Lot 6, a
distance of 9.01 feet; thence.Soutli 35 degrees 00 ininutes 00 seconds West, a distance of 25.90
feet;thence North 55 degrees 00 minutes 00 seconds West, a distance of 9.00 feet; thence North
35 degrees 00 minutes 00 seconds East, a distance of 25.59 feet to the point of beginning,in Kane
County,Illinois. Said parcel containing 0.005 Acres(232 square feet),more or less.
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