HomeMy WebLinkAbout21-52 Resolution No. 21-52
RESOLUTION
AUTHORIZING EXECUTION OF A REAL ESTATE SALES CONTRACT
FOR THE PURCHASE OF A PORTION OF THE PROPERTY COMMONLY
KNOWN AS 450 DUNDEE AVENUE
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
East Park Professional Centre,LLC,for the purchase of a portion of the property commonly known
as 450 Dundee Avenue for $1,200, 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
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 One Thousand Two Hundred Dollars
($1,200.00), 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
450 Dundee Avenue, Elgin, Kane County, Illinois 60123, Permanent Index Number 06-12-362-
022, and containing 0.004 acres more or less, said real estate being identified as Parcel 0001 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").
2. Agreement to Sell. East Park Professional Centre,LLC,an Illinois limited liability
company(referred to herein as the"Seller"), as owner of record of the Real Estate, agrees to sell
the Real Estate 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. Payment Structure. At the Closing, Purchaser shall pay the total Purchase Price,
plus or minus prorations.
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."
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,
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.
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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 "gene'ral 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. I£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 flu Cher 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 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 3.11% 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
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
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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 Personal 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
located on the Real Estate or have been released into the environment, or
discharged,placed or disposed of,at or under the Real Estate.
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 with 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 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 sauce 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
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.
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- 13. 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.
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;
(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;
(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;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 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.
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("Escrowed"),in accordance with the provisions of the Deed and Money
Escrow Agreement then in use'byBscrowee, 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 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.
18. Time. Time is of the essence of this Contract.
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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 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 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. Interpretation. This contract shall be construed, and the rights and obligations of
Seller and Purchaser hereunder, shall be detennined 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 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.
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. 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.
27. Unifonn. 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 describing any environmental conditions on
the Real Estate.
29. Counterparts and Execution. This contract,may be executed in counterparts, each
of which shall bean 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
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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
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DATE OF OFFER: 12021 DATE OF ACCEPTANCE: ,2021
PURCHASER SELLER
CITY OF ELGIN EAST PARK PROFESSIONAL CENTRE, LLC
By By:
Richard G.Kozal, anager e oy sinus ns
Att st Its:
Manager
City Clerk
Dated: March 24, 2021
150 Dexter Court c/o Leroy A. Fitzsimmons
Elgin,Illinois 60120-5555 450 Dundee Avenue,Suite 104
Attention: City Manager Elgin,IL 60123
with a copy of any notice to: with a copy of any notice to:
S
William A. Cogley
Corporation Counsel
City of Elgin
150 Dexter Court
Elgin,IL 60120-5555
847-931-5659-
847-931-5665 (facsunile)
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EXHIBIT A
Plan depicting the portion of 450 Dundee Avenue,Elgin,Illinois, 60123,that is the subject of
this Real Estate Sales Contract to be inserted.
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(166.10') 2
(60,)� N 3�44744"E
1
William Wilcox's 2nd Atlditio>3
to the City of Elgin. /z-
(Recorded April 19. 1862 in Book 6 of}Plots. Page 72)
\\ f xya46 N, ,
N
o
\�64 ?r�,6 �190 ,t
IS
A Fox
T P.I.W.063-12-362-022 �s 9ti
(Lands Qescfted in Warranty Deed
' Rec.Septembe'l 11,2000 as,Doc.2000k072154) _ v�
Parcel0001
s TOTAL HOLDING
IA55Acres 0001
(See Sheet 12)
18.91'
S 21"42'18"E \
Proposed �o
(601) �� (60') �i (i15.8-) Right-of-Way
-Way 175.63' N W51'51"E
POB Dmi
Sta.14+83.89 Sta.15+c•
Existing Right-of-Way established as per Docs_In 322T Lt 32.32'Lt.
N D E E AVENUE Book 6 of Plats,Page 72,Book 6 of Plats,Page 51
t3 14 15+00
696.76 N 34°59'17"E— — —
tM �
EXHIBIT B
LEGAL DESCRIPTIONS
.450 Dundee Avenue Ern,IL-Parcel 0001
That part of Lot 4 in William H.Wilcox's 2nd Addition to the City of 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 south line of Seneca Street and the west line of Dundee
Avenue; thence North 88 degrees 59 minutes 02 seconds West along said South line of Seneca
Street,a distance of 19.00 feet;thence South 21 degrees 42 minutes 18 seconds East,a distance of
18.91 feet to a point on the West line of Dundee Avenue; thence North 34 degrees 51 minutes 51
seconds East along said West line of Dundee Avenue,_a distance of 21.00 feet to the point of
beginning, in Kane County, Illinois. Said parcel containing 0.004 Acres (166 square feet), more
or less.
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