Loading...
HomeMy WebLinkAbout22-190 DocuSign Envelope ID: 19A6C2EA-5A53-4114-B40C-610C48080A3E Resolution No. 22-190 RESOLUTION AUTHORIZING EXECUTION OF A REAL ESTATE SALES CONTRACT WITH JP MORGAN CHASE BANK FOR THE PURCHASE OF PROPERTY COMMONLY KNOWN AS 24 EAST CHICAGO STREET, ELGIN 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 JP Morgan Chase Bank, for the purchase of property commonly known as 24 East Chicago Street, Elgin, for$450,000, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain _ David J. Kaptain,Mayor Presented: October 26,2022 Adopted: October 26, 2022 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk DocuSign Envelope ID: 19A6C2EA-5A53-4114-B40C-610C48080A3E CONTRACT FOR SALE OF REAL PROPERTY THIS CONTRACT FOR SALE OF REAL PROPERTY ("Contract"), dated as of the 26th day of October, 2022, by and between JPMorgan Chase Bank, N.A., a National Banking Association, ("Seller") and City of Elgin a municipal corporation of Illinois ("Buyer"), provides that Seller shall sell and Buyer shall buy the following described real property (collectively, "Property")upon the following terms and conditions: 1. PROPERTY DESCRIPTION: The real property and improvements located at 24 East Chicago Street, Elgin, Kane County, Illinois (including, without limitation, all right, title and interest of Seller in and to any and all adjacent streets, roads, alleys or rights-of-way); such real property being more particularly described on Exhibit A attached hereto and made a part hereof. Any personal property located on the Property is being transferred "AS-IS," "WHERE- IS," AND WITH ALL FAULTS, and with no representations or warranties of any kind whatsoever. 2. PURCHASE PRICE: The purchase price ("Purchase Price") shall be Four Hundred Fifty Thousand and No/100 Dollars ($450,000.00). Within three (3) business days following the full execution hereof, Buyer shall 'deposit with Chicago Title Insurance Company (the"Title Company"),by wire transfer, the sum of Twenty-Two Thousand Five Hundred and No/100 Dollars ($22,500.00) (the "Earnest Money") to be held in escrow pending the Closing (as defined in Paragraph 4(a) below. The Earnest Money shall be applied to the Purchase Price or otherwise paid to Seller or Buyer as provided for herein. At the Closing, Buyer shall pay the balance of the Purchase Price in full, subject to adjustments and prorations set forth herein, to the Title Company for the benefit of Seller, via wire transfer in immediately available Federal funds. The Title Company shall hold such amount in trust for the benefit of Seller pending the recordation of the Deed (as defined in Paragraph 4(b) below), and upon such recordation, shall wire the full amount of the Purchase Price, as adjusted,to Seller immediately. 3. EFFECTIVE DATE: The effective date of this Contract ("Effective Date") shall be the date last in time appearing on the execution page herein when this Contract shall have been fully executed by and become binding upon both Seller and Buyer. 4. CLOSING: (a) The closing ("Closing") shall be on or before thirty (30) days following the expiration of the Buyer's Inspection Period (defined in Paragraph 5 below) and shall be held at the Title Company. Neither party shall be required to be physically present at Closing. Any time period provided for herein which shall end on a Saturday, Sunday, or legal holiday shall extend to 5:00 p.m. of the next business day. (b) At the Closing, against performance by Buyer of its obligations under Paragraph 4(c) hereof, Seller shall deliver to the Title Company a Special Warranty Deed (the "Deed"), duly executed and acknowledged by Seller, granting and conveying the Property, subject to the conditions and restrictions in Paragraphs 7, 14 and 15. 1 DocuSign Envelope ID: 19A6C2EA-5A53-4114-B40C-610C48080A3E (c) At Closing, against performance by Seller of its obligations under Paragraph 4(b) hereof, Buyer shall pay to the Title Company the balance (after payment to Seller of the Earnest Money) of the Purchase Price, to be held in trust for the benefit of Seller pending recordation of the Deed and shall accept the Deed. 5. BUYER'S INSPECTION PERIOD: Buyer shall have a period of sixty (60) days following the Effective Date of this Contract (the "Buyer's Inspection Period"), to conduct, at Buyer's sole cost and expense, inspections, soil, engineering, non-invasive environmental and other tests with regard to the Property and to investigate the availability of utilities, governmental requirements applicable to the Property and Buyer's intended use thereof, the availability of all necessary permits and licenses, and otherwise to determine the desirability and utility of the Property for Buyer's intended use. If Buyer determines in its sole and absolute discretion that the Property is not suitable for Buyer's intended use, Buyer shall have the right either to (i)terminate this Contract by written notice to Seller on or before expiration of the Buyer's Inspection Period, in which event the Earnest Money, and all interest earned thereon, if applicable, shall be returned to Buyer, and neither party shall have any further rights or obligations to the other hereunder, except Buyer's obligations to promptly repair and restore all damage to the Property and indemnify and hold Seller harmless from and against all losses, claims, costs, damages and liabilities arising out of or in connection with any entry upon the Property by Buyer and its agents, servants, employees and contractors, or (ii) waive the requirements and/or contingencies regarding such inspection and proceed with this Contract, in which event the Closing shall occur in the timeframe provided in Paragraph 4 above. Buyer hereby agrees to indemnify and hold Seller harmless from any and all liabilities, claims, causes of actions, or obligations incurred as a result of such access to the Property,including without limitation, all claims for any unpaid work and any and all actions or causes of action for property damage or bodily injury directly or indirectly caused by investigations performed by Buyer, its consultants, or agents or such parties access to the Property. Notwithstanding anything to the contrary contained herein, this indemnification shall survive the Closing and the purchase and sale of the Property as contemplated herein or the termination of this Contract as provided for herein. Buyer, at its cost and expense, shall provide and maintain a comprehensive liability insurance policy designating Seller as an additional insured and covering damages or injury to persons or property by reason of any inspections or other activities conducted by or on behalf of Buyer on or about the Property with a good and solvent insurance company and with limits reasonably satisfactory to Seller and shall deliver to Seller prior to the commencement of any such inspections on the Property, a duplicate original or a certificate evidencing such insurance. Buyer agrees to keep and hold confidential any and all reports, summaries, studies or test results that are the product of an inspection under this Paragraph 5, and not to disclose such information to third-parties not involved with the inspections or investigations under this Paragraph 5 without Seller's written consent or unless required to do so by applicable law and/or the Illinois Freedom of Information Act. Such confidentiality requirement shall be deemed terminated and expired upon the Closing of the sale of the Property from the Seller to the Buyer. 6. SELLER'S DOCUMENTS: Within seven (7) days following the Effective Date of the Contract, Buyer agrees to order a current ALTA survey (the "Survey") of the Property at Buyer's expense. In the event that Buyer does not close, Buyer will supply said survey, and any 2 DocuSign Envelope ID: 19A6C2EA-5A53-4114-B40C-610C48080A3E other due diligence materials obtained by Buyer,to Seller. To the extent information is available, Seller will furnish to Buyer copies of all existing surveys, plats, envirorimental/asbestos reports, leases, topographical reports, property tax records, and any other relevant documentation in Seller's possession at the time of contract execution. Buyer acknowledges and agrees: (a) that any materials provided to Buyer by Seller or on Seller's behalf, (collectively, the "Seller's Documents"), are provided as a convenience only and that the Seller's Documents shall be for general information only, (b) that Buyer shall not have any right to rely on the Seller's Documents or information contained therein, but will rely on its own inspections and investigations of the Property and any reports commissioned by Buyer with respect thereto, and (c) that neither Seller, any affiliate of Seller nor the person or entity which prepared the Seller's Documents shall have any liability to Buyer for any inaccuracy in or omission from any document,report or other materials provided to Buyer by Seller pursuant hereto. 7. INSURABLE TITLE: Notwithstanding anything contained herein to the contrary, Buyer shall have the right, but not obligation, to terminate this Contract and receive a full refund of the Earnest Money if Seller is unable or unwilling to convey the Property at Closing with title to the Property insurable at reasonable and normal rates. Seller shall also have the right to terminate the Contract if it is unable to convey clear marketable insurable title to the Property. Such title at Closing shall be subject to the following conditions and restrictions: (i) the provisions of Paragraphs 7, 14 and 15, (ii) any exceptions, restrictions, easements, encumbrances or qualifications that appear of record as of the Effective Date, subject to Buyer's right to object as specified in Paragraph 8, (iii) any exceptions, encumbrances, restrictions, easements or qualifications shown on a recorded plat or that would be disclosed by the Survey subject to Buyer's right to object as specified in paragraph 8, (iv) any zoning, restrictions, prohibitions or other requirements imposed by governmental authority, (v) the ad valorem taxes for the year of Closing which are not yet due and payable, and (vi) any exceptions, encumbrances or qualifications that are otherwise acceptable to Buyer. All mortgages, liens (except liens for ad valorem taxes not yet due and payable) and other charges against the Property, not assumed by Buyer in writing, must be paid and canceled by Seller at or before Closing. 8. EVIDENCE OF TITLE;_REVIEW OF SURVEY: Within fourteen (14) days from the Effective Date, Seller, at its expense, shall obtain for Buyer a title insurance commitment, showing fee simple title in Seller, issued by the Title Company. At Closing, the Title Company, at Seller's expense, shall issue to Buyer an owner's title insurance policy (including extended coverage if ALTA survey is provided by Buyer)based on market standard in the amount of the Purchase Price. The title insurance commitment and owner's title insurance policy shall be subject only to liens, encumbrances, exceptions or qualifications set forth in this Contract or otherwise acceptable to Buyer, and in the case of the title insurance commitment, those items which are required to be discharged by Seller pursuant to the provisions of this Contract at or before Closing. Buyer shall have ten (10) days from date of receiving the title commitment and the Survey to examine same. If the Survey or the title is found objectionable by Buyer, Buyer shall notify Seller in writing, within ten (10) days from the later of the date of receiving the title commitment or the Survey specifying the objection(s). Seller will have thirty (30)days from receipt of such notice within which to attempt to remove such objection(s)or cure the Survey defect(s) (and the Closing shall be extended accordingly); provided, however, in no 3 DocuSign Envelope ID: 19A6C2EA-5A53-4114-B40C-610C48080A3E event shall Seller be required to correct any such objections or defects. If Seller elects to correct such objections or defects but Seller is unsuccessful in removing such objection(s) or curing the defects within said time, then Buyer shall have the option of(i) extending such time period for one(1) additional thirty(30) day period of time within which time period Seller shall continue to attempt to remove any objection(s) or cure the defects, (ii)accepting the title and the Survey as it then is, or (iii) rescinding this Contract and demanding a reimbursement of Earnest Money; such shall be repaid immediately to Buyer and thereupon Buyer and Seller shall be released, as to one another, of all further obligations and all damages arising under this Contract, excepting the indemnification and confidentiality obligations of Buyer which shall survive the termination of the Contract. 9. PRORATIONS; CLOSING COSTS: All real property taxes shall be adjusted ratably as of the time of Closing. The adjustment thereof shall be based upon 105% of the amount of the real property taxes for the most recent tax fiscal year for which a tax bill is available. The parties agree that such prorations shall be final. Except as provided in the preceding sentence, Seller and Buyer agree that there will be no prorations at Closing. At Closing, Seller shall pay for the following expenses: (i) the owner's title insurance policy with extended coverage; (ii) Seller's portion of the prorated taxes and other prorated items; (iii) Seller's own attorneys' fees; (iv)one half of the escrow service fee for the Title Company, if any; (v) recording costs for releasing any liens affecting the Property and for curing any other objectionable matters affecting title to the Property pursuant to Paragraph 7; (vi) the cost of the recording of any corrective instruments and any other title clearance documents; and (vii) such other incidental expenses as are customarily borne by sellers of property in the county where the Property is located, however the parties acknowledge that real property acquired by governmental bodies are exempt from the payment of state and county real estate transfer taxes. In the event the transaction is deemed not exempt from the payment of state and county transfer taxes then Seller shall pay as dictated by ordinance or statute. At Closing, Buyer shall pay for the following expenses: (a) one half of the escrow service fee for the Title Company, if any; (b) Buyer's portion of the prorated taxes and other prorated items, if any, (c) Buyer's own attorneys' fees; (d) the recording of the Deed; (e) the additional premium, if any, for any endorsements to the owner's title insurance policy, other than extended coverage; and (f) such other incidental expenses as are customarily borne by purchasers of property in the county where the Property is located. 10. PROCEEDS OF SALE; CLOSING PROCEDURE: The Deed shall be recorded upon clearance of funds and satisfactory evidence of title continuing to show title in Seller, subject only to those exceptions enumerated at Paragraphs 7, 14 and 15 herein, and those items to be discharged by Seller at Closing without any encumbrances or change which would render Seller's title unmarketable or uninsurable from the date and time of the title insurance commitment. Except as provided herein, pending such recordation, the proceeds of the sale shall be held in escrow by the Escrow Agent. The escrow and closing procedure required by this paragraph may be waived in the event the Escrow Agent, title agent or closing agent insures or certifies against such adverse matters rendering Seller's title unmarketable or uninsurable. If prior to Deed recordation, Seller's title is rendered unmarketable or uninsurable, Seller shall have ten (10) business days from the date of notification of same to cure such defect during which period the proceeds of the sale shall be held in escrow. In the event Seller fails to cure such 4 DocuSign Envelope ID: 19A6C2EA-5A53-4114-B40C-610C48080A3E defect within such time, all monies paid hereunder shall, upon written demand therefor and within five (5) days thereafter, be returned to Buyer and, simultaneously with such repayment, Buyer shall vacate the Property and reconvey the same to Seller by the Deed. 11. RISK OF LOSS: All risk of loss to the Property shall remain with Seller prior to Closing. If the improvements are damaged prior to Closing and Seller is either unable or unwilling to restore the Property to the condition it was as of the Effective Date, at Buyer's sole option, Buyer may (i) elect to terminate this Contract or (ii) elect to take the Property as it then is, together with any insurance proceeds payable by virtue of such loss or damage. If Buyer elects to terminate this Contract, the full amount of the Earnest Money shall be returned immediately to Buyer, whereupon Buyer and Seller shall be released, as to one another, of all obligations and liabilities under this Contract. 12. LIENS: Seller shall furnish an ALTA Statement(sometimes referred to or known as an Owner's Affidavit) to the Title Company attesting to the absence of (i) any financing statements, (ii) claims of lien or potential lienors known to Seller, and (iii) that there have been no improvements to the Property within one hundred twenty (120) days immediately preceding the date of Closing. If the Property has been improved or repaired within such time, Seller shall deliver releases or lien waivers executed by all general contractors, subcontractors, laborers, and suppliers, performing such work and warrant that all bills for work to the Property which could serve as a basis for a mechanic's or materialmen's lien have been paid or will be paid at Closing. 13. LEGAL PROCEEDINGS: Seller represents and warrants that it has no knowledge of any action, suit, or proceeding pending, or to Seller's actual knowledge and belief, threatened or contemplated against or affecting, either directly or indirectly, the Property. 14. DEED RESTRICTIONS: Buyer acknowledges and agrees that the Deed shall contain a restriction as set forth on Exhibit B attached hereto and made a part hereof(the "Deed Restriction"). The Deed Restriction shall also apply to prohibit a business having space in a structure on the Property devoted to the operation of such types of businesses. The Deed Restriction is a material part of the consideration and shall be binding upon the Property for the ten (10)year period as described in Exhibit B. Nevertheless, the Deed Restriction shall not apply to any future use by Seller, as grantor in the Deed, in the event Seller shall obtain future interest in the Property. The Deed incorporating the Deed Restriction shall be recorded as a part of and simultaneously with the Closing. Such Deed Restriction is more particularly described on Exhibit B attached hereto and made a part hereof. 15. AS-IS SALE: Buyer may, but is not required to, engage the services of an engineer or other third party to inspect the Property. EXCEPT AS OTHERWISE SPECIFIED HEREIN, BUYER HEREBY ACKNOWLEDGES AND AGREES THAT BUYER SHALL RELY SOLELY UPON THE INSPECTION, EXAMINATION AND EVALUATION OF THE PROPERTY BY BUYER OR ITS REPRESENTATIVE(S). IN THE EVENT OF THE PURCHASE AND SALE OF THE PROPERTY HEREUNDER, SELLER SHALL SELL THE PROPERTY TO BUYER, AND BUYER AGREES THAT IT IS PURCHASING THE PROPERTY FROM SELLER "AS IS", "WHERE IS" AND "WITH ALL FAULTS" INCLUDING WITHOUT LIMITATION THE ENVIRONMENTAL CONDITION OF THE 5 DocuSign Envelope ID: 19A6C2EA-5A53-4114-B40C-610C48080A3E PROPERTY. FURTHER, BUYER EXPRESSLY ACKNOWLEDGES THAT EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER MAKES NO WARRANTY OR REPRESENTATION OF THE PROPERTY, EXPRESS, IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING BUT IN NO WAY LIMITED TO ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IT IS FURTHER EXPRESSLY AGREED THAT SELLER DOES NOT MAKE ANY REPRESENTATIONS, COVENANTS OR WARRANTIES, EXPRESS, IMPLIED, OF ANY KIND OR NATURE OR ARISING BY OPERATION OF LAW, REGARDING SOLID WASTE AS DEFINED IN ANY APPLICABLE STATE REGULATIONS OR STATUTES, OR AS DEFINED IN THE U. S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, OR THE DISPOSAL OR EXISTENCE IN, ON OR EMANATING FROM THE PROPERTY, OF ANY HAZARDOUS SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. Upon Seller's request, Buyer will promptly provide Seller with a copy of any and all reports or studies which Buyer has performed on or about the Property. 16. REPAIR AND MAINTENANCE: Between the Effective Date and the date of Closing, Seller shall maintain the Property, in substantially the same condition the Property was in on the Effective Date and shall perform routine and customary maintenance to the Property. Further, following the expiration of the Buyer's Inspection Period, Seller agrees not to enter into, extend, or renew beyond the Closing any agreement covering any portion of the Property without the prior written approval of Buyer. Seller shall provide Buyer with written notice of any such extensions, renewals or other modifications to agreements covering the Property prior to the expiration of the Buyer's Inspection Period. 17. INDEMNIFICATION: Buyer agrees to indemnify, defend and hold Seller, its officers, employees, and agents harmless from any and all claims, damages, penalties, fines, costs or losses (including those of an environmental nature, and reasonable fees for attorneys, consultants and experts) that arise (i) directly or indirectly from the activities of Buyer, its agents, employees and contractors on or related to the Property after the date of Closing, and (ii) from the presence or suspected presence, release or suspected release, of any petroleum substance, hazardous substance or hazardous waste materials regulated under any applicable Federal, State or local laws in or on the Property, migrating from the Property, or transported from the Property, that is related directly or indirectly to the activities of Buyer, its agents, employees, and contractors after the date of Closing. This provision shall survive after the date of Closing. 18. POSSESSION: Possession of the Property shall be given to Buyer at Closing, subject to Buyer's performance of its obligations hereunder. 19. NON-RECORDING: Buyer shall not record this Contract and any such recording shall be a material default by Buyer hereunder and make this Contract voidable by Seller. 6 DocuSign Envelope ID: 19A6C2EA-5A53-4114-B40C-610C48080A3E 20. SELLER'S FAILURE TO PERFORM: If for any reason other than failure of Seller, to render its title marketable or insurable at normal rates, Seller fails, neglects or refuses to perform its obligations under this Contract, then Buyer may seek specific performance or may elect to receive a return of the Earnest Money. 21. INTENTIONALLY DELETED: 22. CONDEMNATION: In the event of the institution, prior to Closing, of any proceedings, judicial, administrative or otherwise, which relate to a proposed taking of any portion of the Property by eminent domain, Seller shall immediately notify Buyer thereof. In the event such proposed taking is of a material nature, in Buyer's reasonable opinion, Buyer shall have the right and option to terminate this Contract by giving Seller written notice within fifteen (15)days after receipt by it of such notice. In such event,the full amount of Earnest Money shall be returned to Buyer immediately, whereupon Buyer and Seller shall be relieved of all obligations and liability under this Contract. 23. BUYER'S FAILURE TO PERFORM: If Buyer fails to perform under this Contract within the time specified, the Earnest Money may be retained by or for the account of Seller as liquidated damages, in consideration for the execution of this Contract and in full settlement of all claims, whereupon Buyer and Seller shall be relieved, as to one another, of all obligations and liabilities under this Contract. 24. BROKERS: Each party represents to the other that it has not retained or used the services of a broker or agent in connection with this transaction other than Peter J. Graham of CBRE, Inc. ("Seller's Broker"). Seller shall pay a commission at Closing in accordance with a separate written agreement between Seller and the broker. Each party agrees to indemnify and hold the other harmless from any claims of brokers or agents for fees or commissions arising out this Contract. 25. CONSTRUCTION OF THE CONTRACT: This Contract shall be construed without regard to the identity of the person or party that drafted the various provisions hereof. Moreover, each and every provision of this Contract shall be construed as though all parties hereof participated equally in the drafting thereof. As a result of the foregoing, any rule of construction that a document is to be construed against the drafting party shall not be applicable. 26. NOTICES: Any notice, consent or waiver required or permitted to be given or served by either party to this Contract shall be sent via nationally recognized overnight courier addressed as follows, and shall be deemed delivered the first (I') business day after sending by overnight courier: Buyer: City of Elgin 150 Dexter Court, Elgin, Illinois 66120 Attention: William A. Cogley, Corporation Counsel (847) 931-5659 (847) 931-5665 (facsimile) 7 DocuSign Envelope ID: 19A6C2EA-5A534114-B40C-610C48080A3E cogley wAcityofelgin.org With a copy to: Seller: JPMorgan Chase Bank,National Association 237 Park Avenue, 12'Floor Mail Code: NY 1-R060 New York,NY 10017-3140 Attn: Owned Property Administration With a copy to: Francine D. Lynch Neal and Leroy, LLC 20 S. Clark St., Ste. 2050 Chicago, IL 60603 Phone: (312) 641-7144 flynch w'nealandleroy com JPMorgan Chase Bank,National Association I I I I Polaris Parkway, Suite 2A Mail Code OH 1-0274 Columbus, OH 43240-2050 Attn: Real Estate Business &Ops Director] JPMorgan Chase Bank,National Association Legal Department 1111 Polaris Parkway, Suite 4P Mail Code OH 1-0152 Columbus, OH 43240-2050 Attn: Real Estate Counsel Either party may, from time to time, change its notice address by notice to the other in accordance with the provisions of this Section. 27. SEVERABILITY: If any term, covenant, or condition of this Contract or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Contract, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and in lieu of each term, covenant or condition that is found to be invalid or unenforceable, a provision will be added as a part of this Contract that is mutually agreeable to both Seller and Buyer and is as similar to the invalid or unenforceable term, covenant or condition as may be possible and be valid and enforceable. 28. GOVERNING LAW: This Contract shall be interpreted and enforced under the laws of the State in which the Property is located. 8 DocuSign Envelope ID: 19A6C2EA-5A53-4114-B40C-610C48080A3E 29. COUNTERPARTS: This Contract may be executed in two (2) or more counterparts, and/or by facsimile and/or e-mail (PDF) signature, and each of such counterparts, for all purposes, shall be deemed to be an original but all of such counterparts together shall constitute but one and the same instrument, binding upon all parties hereto, notwithstanding that all of such parties may not have executed the same counterpart. 30. ENTIRE AGREEMENT: This Contract shall constitute the entire agreement between the parties, and no prior verbal or written agreement of understanding shall survive the execution of this Contract. In the event of an amendment or modification to this Contract, such amendment or modification shall be in writing and shall be signed by all the parties, or their agents, in order to be binding upon the parties. 31. ASSIGNMENT: All terms and covenants herein contained shall extend to and be binding upon and inure to the benefit of the successors, assigns and legal representatives of the respective parties hereto; provided however, Buyer shall have the right to assign the contract to a related entity upon Seller's review and reasonable approval. 32. OFAC: Buyer and Seller each represents and warrants to the other that neither it nor any of its affiliates or agent(s) acting on behalf of it with respect to this Contract (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury ("OFAC") pursuant to Executive Order number 13224, 66 Federal Register 49079 (September 25, 2001) (the "Order"); (ii) is listed on any other list of terrorists or terrorist organizations maintained pursuant to the Order, the rules and regulations of the OFAC or any other applicable requirements contained in any enabling legislation or other executive orders in respect of the Order (the Order and such other rules, regulations, legislation or orders are collectively called the "Orders"); (iii) is engaged in activities prohibited in the Orders; or(iv)has been convicted, pleaded nolo contendere, indicted, arraigned or detained on charges involving money laundering or predicate crimes to money laundering. 33. TIME IS OF THE ESSENCE: Time is of the essence with respect to this Contract. 34. 1031 EXCHANGE: Seller anticipates that the transaction contemplated by the Contract may be part of an exchange of real estate intended to be tax free to Seller pursuant to Internal Revenue Code Section 1031. In such an event, Buyer shall reasonably cooperate with Seller to effectuate such tax-free exchange, and execute and deliver any and all documents that reasonably may be required to affect such exchange,provided, however,that: (a) the cooperation shall be at no cost, expense or liability to Buyer and that any such cost or expense incurred shall be borne entirely by Seller; (b) the Closing shall not in any event be delayed by reason of the exchange; and(c)nothing contained in this Section shall alter or affect Seller's right or obligation to sell the Property in accordance with the other provisions of the Contract, as hereby amended. 35. ANTI-CORRUPTION: Reference is made to the JPMorgan Chase& Co. Supplier Code of Conduct (the "Code"), a current copy of which is located at: https:Habout jpmort;anchase com/content/dam/il)mc/ipmorgan-chase-and- 9 DocuSign Envelope ID: 19A6C2EA-5A53-4114-B40C-610C48080A3E co/documents/Supplier-Code-of-Conduct.pdf . The Code states, among other things, that JPMorgan Chase & Co. and its affiliates do not tolerate bribery or corruption in any form. By executing and delivering a copy of this Contract, Buyer hereby acknowledges and confirms that it has reviewed the Code, and that the provisions relating to anti-corruption set out in the Code shall govern the relations between the parties to this Contract. 36. FORCE MAJEURE: Neither parry shall be required to perform any term, covenant or condition of this Contract so long as such performance is delayed or prevented by Force Majeure (as hereafter defined), including, without limitation, Buyer's waiver or satisfaction of the Inspection Period, the Approvals Contingency, and all time periods permitted hereunder for the performance of any such term, covenant, or condition shall be tolled on a day- for-day basis upon written notice from either party to the other of such party's inability to perform or satisfy any such term, covenant, or condition of this Contract due to a Force Majeure. For purposes hereof, a "Force Majeure" shall mean any acts of God; strike; lockout; material or labor restriction by any governmental authority or any delays,backlogs, or slowdowns associated with the same; inability to obtain materials due to supply chain disruptions; civil riot; declared state of emergency or public health emergency or pandemic (including, without limitation, Covid-19); government mandated quarantine or travel bans; government mandated closures, disruption, breakdown, delayed production or interruption for any period of time; interruptions to transportation, or the use of equipment, labor, or materials, including, without limitation, the closure of government buildings, airports, harbors, railroads, or pipelines, or other infrastructure due to worldwide or regional pandemic or other health related event disruptions; and any other cause not reasonably within the control of such party and which by the exercise of due diligence such party is unable, wholly or in part, to prevent or overcome. [In no event shall insufficiency of funds required to perform any term, covenant or condition of this Contract be considered to constitute Force Majeure.] 10 DocuSign Envelope ID: 19A6C2EA-5A53-4114-B40C-610C48080A3E IN WITNESS WHEREOF, Seller and Buyer have each caused this Contract to be executed by authorized parties. BUYER: City of El0 Date: October 26, 2022 By: Name: Richard G. Kozal Title: City Manager ATTEST- Kimberly Dewis, • Clerk SELLER: JPMorgan Chase Bank, National Association,a national banking association Tan 12, 2023 1 11:45 PST Date: By: Name: Christopher McKenna Title: Managing Director Legal DeptlReal Estate\RE Contract-24 E.Chicago St-Chase Bank Property-Clean-10-1 7-22.doc 11 DocuSign Envelope ID: 19A6C2EA-5A53-4114-B40C-610C48080A3E EXHIBIT A PROPERTY DESCRIPTION Property Location: 24 East Chicago Avenue, Elgin, Illinois, 61265 Property Description: 21,181 square foot building and additional ancillary site improvements situated on a site of approximately 30,900 square feet. PIN(S) 06-14-282-007-0000, 06-14-282-008-0000, 06-14-282-009-0000, 06-14-282-011-0000, 06-14-282-006-0000, 06-14-282-005-0000 and 06-14-282-010-0000 LEGAL DESCRIPTION PARCEL I: THAT PART OF LOTS 4, 5 AND 6 IN BLOCK 20 OF THE ORIGINAL TOWN OF ELGIN, ON THE EAST SIDE OF FOX RIVER, AND PART OF VACATED CHICAGO STREET LYING SOUTHERLY OF AND ADJOINING SAID BLOCK 20, DESCRIBED AS FOLLOWS:: BEGINNING AT THE POINT OF INTERSECTION OF THE SOUTHWESTERLY LINE OF NORTH GROVE AVENUE WITH NORTHERLY LINE OF EAST CHICAGO STREET; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE 157.32 FEET; THENCE SOUTHWESTERLY AT RIGHT ANGLES FROM SAID SOUTHWESTERLY LINE OF NORTH GROVE AVENUE 44.99 FEET; THENCE NORTHWESTERLY PARALLEL WITH THE SOUTHWESTERLY LINE OF NORTH GROVE AVENUE 3.56 FEET; THENCE SOUTHWESTERLY ALONG A LINE FORMING AN ANGLE OF 88 DEGREES, 40 MINUTES, 0 SECONDS TO THE LEFT WITH A PROLONGATION OF THE LAST DESCRIBED COURSE 5 FEET; THENCE NORTHWESTERLY PARALLEL WITH THE SOUTHWESTERLY LINE OF NORTH GROVE AVENUE 79.0 FEET TO A POINT WHICH IS 57 FEET SOUTHEASTERLY, MEASURED ALONG A PROLONGATION OF THE LAST DESCRIBED COURSE, FROM THE NORTHWESTERLY LINE OF LOT 4 IN SAID BLOCK 20; THENCE SOUTHWESTERLY PARALLEL WITH SAID NORTHWESTERLY LINE OF LOT 4, 177.63 FEET TO THE EASTERLY BANK OF FOX RIVER; THENCE SOUTHEASTERLY ALONG SAID EASTERLY BANK TO THE PRESENT NORTHERLY LINE OF EAST CHICAGO STREET; THENCE NORTHEASTERLY ALONG SAID NORTHERLY LINE 73.95 FEET TO AN ANGLE IN SAID NORTHERLY LINE; THENCE EASTERLY ALONG SAID NORTHERLY LINE 91.27 FEET TO A POINT 99.83 FEET WESTERLY OF THE POINT OF BEGINNING AS MEASURED ALONG SAID NORTHERLY LINE OF SAID EAST CHICAGO STREET; THENCE NORTH AT RIGHT ANGLES FROM SAID NORTHERLY LINE, BEING ALONG THE WESTERLY LINE OF LOT 6 OF THE ASSESSOR'S SUBDIVISION OF SAID LOT 6 IN BLOCK 20, 54 FEET TO THE NORTHWEST CORNER THEREOF; THENCE NORTHEASTERLY ALONG THE NORTHERLY LINE OF SAID LOT 6 OF ASSESSORS'S SUBDIVISION TO THE NORTHEAST CORNER THEREOF; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID LOT 6 OF ASSESSOR'S 12 DocuSign Envelope ID: 19A6C2EA-5A53-4114-B40C-610C48080A3E SUBDIVISION TO SAID NORTHERLY LINE OF EAST CHICAGO STREET; THENCE EASTERLY ALONG SAID NORTHERLY LINE 77.83 FEET TO THE POINT OF BEGINNING; IN THE CITY OF ELGIN, KANE COUNTY, ILLINOIS. PARCEL 2: THAT PART OF LOTS 5 AND 6 IN BLOCK 20 OF THE ORIGINAL TOWN OF ELGIN, ON THE EAST SIDE OF FOX RIVER,DESCRIBED AS FOLLOWS:: BEGINNING AT A POINT ON THE WESTERLY LINE OF NORTH GROVE AVENUE 198.32 FEET NORTHWESTERLY OF THE INTERSECTION OF SAID WESTERLY LINE WITH THE NORTH LINE OF CHICAGO STREET; THENCE SOUTHEASTERLY ALONG THE WESTERLY LINE OF SAID NORTH GROVE AVENUE, 41 FEET; THENCE SOUTHWESTERLY AT RIGHT ANGLES FROM SAID SOUTHWESTERLY LINE OF NORTH GROVE AVENUE, 44.99 FEET; THENCE NORTHWESTERLY PARALLEL WITH THE SOUTHWESTERLY LINE OF NORTH GROVE AVENUE 3.56 FEET; THENCE SOUTHWESTERLY ALONG A LINE FORMING AN ANGLE OF 88 DEGREES, 40 MINUTES, 0 SECONDS TO THE LEFT WITH A PROLONGATION OF THE LAST DESCRIBED COURSE 5 FEET; THENCE NORTHWESTERLY PARALLEL WITH THE SOUTHWESTERLY LINE OF NORTH GROVE AVENUE TO A LINE DRAWN PERPENDICULAR TO THE WESTERLY LINE OF NORTH GROVE AVENUE FROM THE POINT OF BEGINNING; THENCE NORTHEASTERLY ALONG SAID PERPENDICULAR LINE 41 FEET TO THE POINT OF BEGINNING, IN THE CITY OF ELGIN, KANE COUNTY, ILLINOIS. PARCEL 3: THAT PART OF LOTS 4 AND 5 IN BLOCK 20 OF THE ORIGINAL TOWN OF ELGIN, ON THE EAST SIDE OF FOX RIVER,DESCRIBED AS FOLLOWS:: BEGINNING AT A POINT IN THE WESTERLY LINE OF NORTH GROVE AVENUE 198.32 FEET NORTHWESTERLY FROM THE INTERSECTION OF SAID STREET LINE WITH THE NORTH LINE OF CHICAGO STREET; THENCE NORTHWESTERLY ALONG THE WESTERLY LINE OF SAID NORTH GROVE AVENUE 41 FEET; THENCE SOUTHWESTERLY AT RIGHT ANGLES TO SAID STREET 50 FEET; THENCE SOUTHEASTERLY PARALLEL WITH THE WESTERLY LINE OF SAID NORTH GROVE AVENUE 41 FEET; THENCE NORTHEASTERLY 50 FEET TO THE POINT OF BEGINNING, IN THE CITY OF ELGIN, KANE COUNTY, ILLINOIS. PARCEL 4: LOT 6 OF THE ASSESSOR'S SUBDIVISION OF LOT 6 IN BLOCK 20 OF THE ORIGINAL TOWN OF ELGIN, ON THE EAST SIDE OF FOX RIVER, IN THE CITY OF ELGIN, KANE COUNTY, ILLINOIS. 13 DocuSign Envelope ID: 19A6C2EA-5A53-4114-B40C-610C48080A3E PARCEL 5: (THAT PART OF PIN 06-14-282-007 FALLING WITHIN SAID LOT 4) A PORTION OF THE LAND FALLING WITHIN THE BELOW DESCRIBED PARCEL: THAT PART OF LOT 4 IN BLOCK 20 OF THE ORIGINAL TOWN OF ELGIN, ON THE EAST SIDE OF FOX RIVER, DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF A LINE 16 FEET SOUTHERLY OF, MEASURED AT RIGHT ANGLES TO THE NORTHERLY LINE OF SAID LOT 4,WITH THE EASTERLY LINE OF SAID LOT 4; THENCE SOUTHWESTERLY ALONG SAID LINE 50 FEET FOR A PLACE OF BEGINNING; THENCE SOUTHEASTERLY PARALLEL WITH THE WESTERLY LINE OF NORTH GROVE AVENUE 41 FEET; THENCE SOUTHWESTERLY PARALLEL WITH THE NORTHERLY LINE OF SAID LOT 4, 175 FEET TO THE EASTERLY BANK OF FOX RIVER; THENCE NORTHERLY ALONG SAID EASTERLY BANK 41 FEET TO A LINE DRAWN PARALLEL WITH AND 16 FEET SOUTHERLY OF, MEASURED AT RIGHT ANGLES TO THE NORTHERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY ALONG SAID LINE 174.35 FEET TO THE PLACE OF BEGINNING, IN THE CITY OF ELGIN,KANE COUNTY, ILLINOIS. EXCEPTING FROM THE AFORESAID 5 PARCELS OF LAND, TAKEN AS A TRACT, THAT PART TAKEN FOR RIVERSIDE AVENUE AND THAT PART CONVEYED IN THE DEED RECORDED APRIL 4, 2022 AS DOCUMENT 2022K18293. 14 DocuSign Envelope ID: 19A6C2EA-5A53-4114-B40C-610C48080A3E EXHIBIT B DEED RESTRICTION In no event shall Grantee, or any future buyer, owner, grantee, mortgagee or lessee of the Property or any part thereof, use, operate, or allow the use or operation of the Property for any type of financial services, including, but not limited to, a bank, savings association, credit union or other financial institution or business making loans and/or taking deposits from the public, including, but not limited to, any business offering check cashing, title loans or pay day loans. However, only unmarked ATMs may be offered for use. In addition, in no event shall Grantee, or any future buyer, owner, grantee, mortgagee or lessee of the Property or any part thereof, place any sign on the Property or allow the placing of any sign on the Property advertising the use or operation of any portion of the Property or any other property as a bank, savings association, credit union or other financial institution making loans and/or taking deposits from the public. These restrictions shall be covenants and conditions running with the land for a period of ten (10) years from the date of the original recording of this deed containing this deed restriction and shall be binding upon and enforceable against Grantee and Grantee's successors and assigns. Upon the expiration of said ten (10) year period from the date of the original recording of this deed the entirety of this deed restriction shall, without further action of the Grantor or Grantee,be deemed automatically expired and terminated. 15