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HomeMy WebLinkAbout21-73 Resolution No. 21-73 RESOLUTION AUTHORIZING EXECUTION OF A REAL ESTATE SALES CONTRACT FOR THE PURCHASE OF A PORTION OF THE PROPERTIES COMMONLY KNOWN AS 513 DUNDEE AVENUE AND 519 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 Prabha Real Estate Investments, Inc., for the purchase of a portion of the properties commonly known as 513 Dundee Avenue and 519 Dundee Avenue for $7,000, a copy of which is attached hereto and made a part hereof by reference. s/David J. KUtain David J. Kaptain, Mayor Presented: April 28, 2021 Adopted: April 28, 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 Seven Thousand Dollars ($7,000.00), 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 properties commonly known as 513 Dundee Avenue and 519 Dundee Avenue, Elgin, Kane County, Illinois 60123, Permanent Index Numbers 06-12-381-004 and 06-12-3 81-003,respectively, and containing 0.012 acres more or less,said real estate being identified as Parcel 0011 A and Parcel 0011 B, respectively, as depicted on Exhibit A, attached hereto and incorporated herein by this reference, the legal descriptions 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. Prabha Real Estate Investments, Inc., an Illinois corporation (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 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." 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. -1- 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 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 provision of this Section 9 shall survive the Closing -2- 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 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 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. -3- 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("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 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. -4- 19. Manner of Payment. An a herein required to be made at the time of Y payments ents 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 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 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. 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. 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 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 -5- 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- TL DATE OF OFFER: 32021 DATE OF ACCEPTANCE: 3 3 Z I 2021 PURCHASER SELLER CITY OF ELGIN PRABHA REAL ESTATE INVESTMENTS, INC. C By y: L-- ichard G. Kozal, City Manager Ashok K. Mehta Attest: Its: President City Clerk Dated: April 28, 2021. 150 Dexter Court Ashok K. Mehta Elgin, Illinois 60120-5555 36W 128 Silver Glen Road Attention: City Manager St. Charles, IL 60175 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) -7- EXHIBIT A Plan depicting the portions of 513 Dundee Avenue and 519 Dundee Avenue, Elgin, Illinois, 60123,that are the subject of this Real Estate Sales Contract to be inserted. EXHIBIT B LEGAL DESCRIPTIONS East Side of Dundee Avenue,North of Summit Street, Elgin, IL - Parcel 0011A That part of Lot CCXXII %2 in County Clerk's Subdivision 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 Northwest corner of said Lot CCXXII %2;thence North 89 degrees 22 minutes 25 seconds East along the North line of said Lot CCXXII %, a distance of 4.85 feet; thence South 35 degrees 00 minutes 00 seconds West, a distance of 79.59 feet to a point on the South line of said Lot CCXXII %; thence North 89 degrees 03 minutes 20 seconds West along said South line, a distance of 4.92 feet to a point on the West line of said Lot CCXXII '/2; thence North 35 degrees 03 minutes 14 seconds East along said West line,a distance of 79.61 feet to the point of beginning, in Kane County, Illinois. Said parcel containing 0.007 Acres(321 square feet),more or less. East Side of Dundee Avenue,North of Summit Street, Elgin, IL - Parcel 0011 B That part of Lot CCXXII in County Clerk's Subdivision 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 Southwest corner of said Lot CCXXII; thence North 35 degrees 00 minutes 00 seconds East along the West line of said Lot CCXXII, a distance of 64.90 feet; thence South 89 degrees 13 minutes 00 seconds East, a distance of 4.84 feet; thence South 35 degrees 00 minutes 00 seconds West, a distance of 57.58 feet to a point on the South line of said Lot CCXXII;thence North 89 degrees 50 minutes 48 seconds West along said South line, a distance of 4.87 feet to the point of beginning, in Kane County, Illinois. Said parcel containing 0.005 Acres(230 square feet), more or less.