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HomeMy WebLinkAbout22-164 Resolution No. 22-164 RESOLUTION AUTHORIZING EXECUTION OF A REAL ESTATE CONTRACT FOR THE PURCHASE OF A PORTION OF 8 SOUTH SPRING STREET 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 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 Union National Bank and Trust Company of Elgin, for the purchase of a portion of the property commonly known as 8 South Spring Street, Elgin, IL 60120 for $14,091, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: September 14, 2022 Adopted: September 14, 2022 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 Fourteen Thousand Ninety-one Dollars ($14,091.00), on the terms set forth herein, certain real estate and all improvements thereon and appurtenances thereto, such real estate consisting of the south 15 feet of the east 44 feet of Lot 2 in Block 15 of the original Town of Elgin, being a portion of the property commonly known as 8 South Spring Street,Elgin,Kane County,Illinois 60120,and a portion of Permanent Index Number 06-14-434-021, 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. Union National Bank and Trust Company of Elgin ("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 2021 and subsequent years. 3. Payment Structure. At the Closing, Purchaser shall pay the total Purchase Price, plus or minus prorations. 4. Survey. Purchaser shall obtain a survey of the Real Estate at its expense. 5. Closing. The time of Closing ("Closing" or"Closing Date") shall be on or before October 31, 2022, 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. Purchaser shall obtain, not less than ten (10) days prior to the Closing, at Purchaser'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 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 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 Contract (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. If Purchaser does not so elect, this Contract shall become null and void without further actions of the parties. 9. Real Estate and Transfer Taxes. Seller shall be responsible for and shall pay when due the entirety of the general real estate taxes for the whole of parcel 06-14-434-021, including, but not limited to, for the portion thereof consisting of the Real Estate, for the year 2021 due and payable in 2022. The foregoing provisions of this section shall survive the closing and the conveyance of the Real Estate to the Purchaser. General real estate taxes shall otherwise be prorated and adjusted ratably as of the time of closing. If the amount of the current general real estate 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. The parties acknowledge that this transaction constitutes a sale to a governmental unit and is therefore exempt from transfer taxes imposed by the state and county. Seller shall furnish a completed real estate transfer declaration signed by Seller or Seller's agent in a 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 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. (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. 2 (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. 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; (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. 3 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 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 pennitted to avail itself of remedies to which it may be entitled under this Contract. 15. Remedies. In the event that either party fails or refuses to carry out its obligations under this Contract 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 be 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 detennined 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 Contract against the other party shall not be deemed a waiver of the right to do so thereafter. 22. Amendments. This 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. 23. Entire Agreement. This Contract contains the entire agreement and understanding of the parties herein, all prior agreements and undertakings having been merged herein and extinguished hereby. 4 24. Joint and Collective Work Product. This 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 Contract 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 Contract shall be binding on the parties hereto and their respective successors and permitted assigns. This Contract 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. Inspection. Within five (5) Business Days after the Date of Acceptance, the Seller shall provide to Purchaser copies of any existing 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 be limited to, obtaining a phase I 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 Seller 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 terminate 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. 28. Dedication as Public Right-of-Way. Within ninety (90) days following the Closing and the Purchaser's acquisition of the Real Estate, Purchaser agrees to and shall dedicate the Real Estate to the City of Elgin as a public right-of-way. Seller, along with all other members of the public, shall have access through the Real Estate as dedicated public right-of-way on the same terms and conditions as other City of Elgin streets and alleys. Seller's access through this public right-of-way shall include reasonable access on such property from time to time as reasonably necessary to maintain the retaining wall on Seller's adjacent remaining property to the north. Notwithstanding the foregoing, or anything else to the contrary in this Contract, Purchaser makes no representations or warranties as to access to the Real Estate as a dedicated public right-of-way or otherwise from or through other properties including, but not limited to, the properties easterly 5 and westerly of the Real Estate. The provisions of this section shall survive the Closing and the conveyance of the Real Estate to the Purchaser. 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 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. CITY OF E UNION NATIO 'BANK AND TRUST COMPANY t ELGIN By: By: �- Richard G. Kozal, City anager (\ Atte Its Rjji L SHAW, RUld" City Clerk Date: September 14 12022 Date: , 2022 150 Dexter Court 101 E. Chicago St. Elgin, IL 60120-5555 Elgin, IL 60120 Attention: City Manager Attention: Fred Shaw, President with a copy of notice to: with a copy of notice to: William A. Cogley Joe Gottemoller Corporation Counsel Attorney at Law City of Elgin Gottemoller & Associates 150 Dexter Court 1N Virgina Street #A Elgin, Illinois 60120-5555 Crystal Lake, Illinois 60014 847-931-5659 815-459-5152 947-931-5665 (facsimile) 815-459-0290 (facsimile) cogley_w@cityofelgin.org j oe@mchenry county law.corn Legal Dept\Rcal Estate\RE-Sales Contract-Union National Bank-Portion Parking Lot-8-29-22.docx 6 EXHIBIT A Legal Description The south 15 feet of the east 44 feet of Lot 2 in block 15 of the original Town of Elgin, on the east side of the Fox River, in the City of Elgin, Kane County, Illinois. 7 2022KO53064 SANDY WEGMAN RECORDED: 11/1/2022 9:25 AM MOCIt,A �VAIZIt��N I�Y DEED) RECORDER - KANE COUNTY, IL � 9 REC FEE: 53.00 RHSPS: 9.00 '2l(��130 CVI/Lj tr, PAGES: 5 THIS INSTR.UMIN'r WAS PREPARED BY: Joseph Gottemoller McHenry County I.aw,LLC One N. Virginia St. Crystal 1-ake, II.()0014 All, AITYE R_RECORDING TO: City of Elgin Atui: City Clerk 150 Dexter Ct. Elgin,IL 60120 O �R'S STAMP SPECIAL WAR A ,n THIS SPECIAL WARRANTY DI+LLD i n ay of: QC�'��e__�, 2022, by UNION NATIONAL BANK AND T A-RU ' i Y F ELGIN, a National Banking Association, ("Grru.itor"), having an address hi St., Elgin, IL 60120, to Cl'E'l' or ELGIN,("Grantee")of 150 Dexter Ct., !-Agin, L 6 - WITNESSETH, that the Grantor, n onsideration of the stun of'Ten and no/100 ($10.00) Dollars and other good and vale, )I n. 'd tion in htuid paid by the Grantee,the receipt whereof is hereby acknowledged, by thes- I rose it, does GRANT, unto the (itttntee, its successors and assigns,FOREVER,all the land ' tr e t r•County ot. Kanc:and state ol'Ill.inois ktioNvii Lund described on EA ibit A altaclIed he I al a part he►tiuf(the"Premises"). Permanent Index Numbe : - i4- (part ot) Property Address: Spr ,.tr t,Elgin, Illinois 60120 Together with all t nd t to the hereditannents and appurtenances thercunto belonging, or in anywise appertaining, am -eversion Lund reversions, reinainde;r and remainders, rents, issues and profits thereof,and all the estate,right,title, interest,claim or demand whatsoever,ofthc Grantor, either in law or equity,of, in and to the:Premises,with hereditaments and appurtenances:"I.O HAVE AND TO HOLD the Premises above described with the appurtenances, unto the Grantee, his heirs/successors and assigns forever in FEE SIMPLE. And the Grantor,for itself,and its successors and assigns,does covenant,promise and agree, to and with the grantee,his heirs/successors and assigns,that during the period that Grantor has owned title to the Premises, it has not done or suffered to be done anything whemby the Premises hereby granted are, or may be, in any manner encumbered or charged and the Grantor will wan-ant and forever defend the Premises lbr the periocl that C ramor owned title to the Premises against all persons lawfully claiming by,through or under the Gnuntor,but lint otherwise. IN WITNESS WHEREOF, said Grantor has caused its natne(U he signed in these presents the day and year first above written. UNION N�TiONAL �K ANW nuis,C COMPANY OF ELGIN, a National Banking Associati - Name:l�red Shaw Title: President I HEREBY DECLARE T?9AT r} =k TACHcn CSC? REPRESENTS A TRANSACTI E PST P" TAXATION UNDER THE C 0r6 TAX ORDINANCE BY pA Q STATE OF ILLINOIS ECTI ON?.001 6 Q j )SS Date COUNIN OF_.V-Y LVV— ) 1,the undersigned, a Notary Public, in and !Iq Ity, C; a ly t State o!'Il linois do hereby cerliA, that Fi-ed Shaw personally known to me to be thc:I'resi n n1 d nal Bank and'Trust Company of Iillgin, a National Bank Association,and personally kno 1 ' t stone person whose name is Subscribed to the foregoing instrument, appearM belore t , i d• ii )e 'on raid severally acknowledged that as such Fred Sham signed and delivered the said inslr m i its re 'dent as his free and voltuitary act,for the uses and purposes therein set forth. Given,under my hand and official a Ih'ti lay of - Es,2022. Notary t'ubhc 1 Mail tax bills to: „ 110HICIAL SEAL" City of Elgin K to KROMINGA Attn: City Clerk Notary Public,state or Itlinds MY commim on Expires,tune 28,M4 1.50 Dexter Ct. Elgin, IT.60120 EA111111'1'A IJX.AI, DESC'121P'1'MIN THE SOUTH 15 FEET OF THE EAST 44 FEET OF LOT 2 IN BLOCK 15 OF THE ORIGINAL TOWN OF ELGIN, ON THE EAST SIDE OF THE FOX RIVER, IN THE CITY OF ELGIN, KANE COUNTY, ILLINOIS, Common Address: 8 S. Spring St., Elgin, IL 60120 PIN: 00-14-434-021 {coves this and othe-property} O O 0 CITY OF ELGIN REAL ESTATE TRANSFER STAMP APPLICATION FORM 0- 'FOR RECORDER'S USE(.)NI.Y' CITY OF ELGIN REAL ESTATE TRANSFER STAMP '6 CHECKAPPROPRIATI:80XtES) CJ 0 Colic) l:t"r-p,Oe town'13,110 Z.3 unn lRevaemmill C]4 o,P.Uirr on{JllesidewiaQ INSTRUCTIONS,, I A,.(orn'tmuff bt-b6p,-iw toretrileveiv.-gora fly at 1pmv one of 1, ,)Kr" .41 i watt flgl 11.1:1 641126.of 6 to,I en 14'.ld 4,1w it,que fOF Ilea,ea;P A ho"F 11' A It—I j of OFe dean end I Flip fill ncm. I a*Get 4r ii IF ton I ot in i-s 4 q it--sutra 111' U.01ji WN-'j bF blf(vr,!Z...1110 C,1`0 itnofd%d-,tl,tho L All feQuests Me inji.wig of the lf.instry"U'llf)Inalst lk,arcalep.in 11 wif lallyp.. 0A. Please email all documents to Transferrvarmnov ity f g !)Aff-of flitod IVS)c of Deed. 1,petul Nat'am v r"d-oo ,A*nurCtry dedare Itti agovl tic Lon till GRANTOR Union National Bank & rust Co.. of Elgin 101 E, Chicago St., Egin, 11 60120 XyAX"XxxXX Addo J.�- — GRANTEE 150 Dexter Ct., Elgin, IL 60120 C,it of Elgin xa Xxxxxxxxxxx XNXXXXXXXXXXX"XAXXXKXXXXXX--' coRb�� Sandy Wegman k Kane County Recorder ! i 719 S. Batavia Ave., Bldg. C Geneva II, 60134 Phone: 630-232-5935 9�CUl7`�` ` Fax: 630-232-5945 PLAT ACT AFFIDAVIT OF METES AND BOUNDS STATE OF ILLINOIS )ss COUNTY OF KANE } Joseph Gottemoller of McHenry County Law LLC , being duly sworn on oath, states that affiant resides at 1 N. Virginia St., Suite A., Crystal Lake, 1 014 _ And further states that: (please check the appropriate box) A. ❑ That the attached deed is not in violation of 7A I a), in that the sale or exchange is of an entire tract of land not being a part of a I r t and; or B. X That the attached deed is not in violation of L 2 11(b) for one of the following reasons: (please circle the appropriate number) 1. The division or subdivision of land into par tr ct .0 acres or more in size which does not involve any new streets or easements o a s; 2. The division of lots or blocks of less th e ) cr in any recorded subdivision which does not involve any new streets or easemen e ; 3. The sale or exchange of parcels of Ian b we n wners of adjoining and contiguous land; 4. The conveyance of parcels of land or i e s t ein for use as right of way for railroads or other public utility facilities and Other pi I hi h does not involve any new streets or easements of access; 5. The conveyance of land owned b rail o d or other public utility which does not involve any new 0streets or easements of acc "The conveyance of land for i her public purposes or grants or conveyances relating to the dedication of la for li us or instruments relating to the vacation of land impressed with a public use; 7. Conveyances made t c e scriptions in prior conveyances; 8. The sale or ex c ge o a ce or tracts of land following the division into no more than two (2) parts of a par ti I parc I r tract of land existing on July 17, 1959 and not involving any new streets or ease nt of c ess; 9. The sale of a single t of ss than 5.0 acres from a larger tract when a survey is made by an Illinois Registered Land Surveyor; provided, that this exemption shall not apply to the sale of any subsequent lots from the same larger tract of land, as determined by the dimensions and configuration of the larger tract on October 1, 1973, and provided also that this exemption does not invalidate any local requirements applicable to the subdivision of land; 10. This conveyance is of land described in the same manner as title was taken by grantor(s). AFFIANT further states that it makes this affidavit for the purpose of inducing the Recorder of Deeds of Kane County, Illinois, to accept the attached deed for recording. SUBSCRIBED AND SWORN TO BEFORE ME This j,";' day of5-1 �r: rry���-f`1r!/�II,,SEAL t p rOUSEN Signature 6f,Notary Publi NOTARY PUBLIC.STATE OF ILLINOIS Signature of Affiant ] MY COMMISSION EXPIRES:D6rt2/24 y! �f'f�,02.A471.1'1Pa;'Gar..••"v^.w"'u^.tY"V'1db31Sl9l3