HomeMy WebLinkAbout22-3 Resolution No. 22-3
RESOLUTION
AUTHORIZING EXECUTION OF A REAL ESTATE CONTRACT
FOR THE PURCHASE OF 356-358 DUNDEE AVENUE
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
Cox Family Land Company LLC Series 356 and Daniel Cox, Sr., for the purchase of the property
commonly known as 356-358 Dundee Avenue, Elgin, IL 60120 for $145,000, a copy of which is
attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: January 12, 2022
Adopted: January 12, 2022
Omnibus Vote: Yeas: 8 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 One Hundred Forty-Five Thousand
Dollars($145,000), on the terms set forth herein, certain real estate and all improvements thereon
and appurtenances thereto, such real estate consisting of the property commonly known as 356-
358 Dundee Avenue, Elgin, Kane County, Illinois 60120, Permanent Index Number 06-13-102-
024, 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. Cox Family Land Company LLC Series 356 and Daniel Cox,
Sr. ("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. Not less than ten(10)days prior to the Closing, Seller, at its own expense,
agrees to furnish Purchaser a plat of survey of the Real Estate dated within six (6) months of the
Closing, made, and so certified by the surveyor to Purchaser, or other persons designated by
Purchaser and the Title Company as having been made in accordance with the Minimum Standard
Detail Requirements for ALTA/NSPS land Title Surveys and Mapping, 2016, including, without
limitation, all items (except for items 5, 6 and I2 in Table A thereof with accuracy standards
appropriate to suburban settings and for a commercial redevelopment use of the Real Estate). The
survey shall also include a certification by the surveyor (i) as to the square footage of the Real
Estate (excluding any portion thereof lying in a public right-of-way) and (ii) that the Real Estate
is not located in a flood plain, wetland or special flood hazard zone. Such survey shall fiirther
indicate all applicable easements and rights of way.
5. Closin,. The time of Closing("Closing"or"Closing Date") shall be on or before
February 28, 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. Other than GC Reality and Development("Seller's Broker"), Seller
and Purchaser each warrant to the other that they have dealt with no real estate broker in connection
with this transaction. Seller shall pay any commission due the Seller's Broker at and contingent
upon the Closing. 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. Seller shall deliver or cause to be delivered to Purchaser or Purchaser's agent,
not less than ten(10)days prior to the Closing,at Seller'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 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 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. Prorations. General taxes shall be adjusted ratably as of the time of Closing. If the
amount of the current general taxes is not then ascertainable, the adjustment thereof shall be on
the basis of 105%of the amount of the most recent ascertainable taxes. Seller shall pay the amount
of any stamp tax imposed by state or county law or local ordinance on the transfer of title, if any,
and 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.
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: heating system; electrical system;plumbing system; central air conditioning system; sump
pump;security system;fire alarm systems;smoke and carbon monoxide detectors;window shades,
blinds, attached shutters, draperies and curtains, hardware and other window treatments; wall to
wall carpeting; all existing lighting fixtures; all planted vegetation; existing storm windows and
screens.
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.
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(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.
(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.
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
vehicles, equipment, debris and Seller's personal property and shall deliver the Real Estate to the
Purchase in broom clean condition.
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, affidavit of title, bill of sale, 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;
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(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.
15. Default. Seller and Purchaser agree that, in the event of a default by either parry
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
j Escrow Agreement then in use by Eserowee, 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.
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 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.
21. Intert>retation. 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.
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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, in 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. Attorney Review. Within five (5) Business Days after Date of Acceptance, the
attorneys for the respective parties, by written notice,may:
(a) Approve this Contract; or
(b) Disapprove this Contract, which disapproval shall not be based solely upon the
purchase price; or
(c) Propose modifications to this Contract, except for the purchase price, which
proposal shall be conclusively deemed a counteroffer notwithstanding any
language contained in any such proposal purporting to state the proposal is not a
counteroffer. If after expiration of ten(10)Business Days after Date of Acceptance
written agreement has not been reached by the parties with respect to resolution of
all proposed modifications, either party may terminate this Contract by serving
written notice, whereupon this Contract shall be immediately deemed terminated
or;
(d) Offer proposals specifically referring to this subparagraph (d) which shall not be
An proposal not specifically referencing this
considered a counteroffer. y p p p Y g
subparagraph (d) shall be deemed made pursuant to pursuant to subparagraph (c)
as a modification. If proposals made with specific reference to this subparagraph
(d) are not agreed upon, neither Purchaser nor Seller may declare this contract null
and void, and this contract shall remain in full force and effect.
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If written notice of disapproval or proposed modification is not served within the time specified
herein, the provisions of this paragraph shall be deemed waived by the parties and this Contract
shall remain in full force and effect. If notice of termination is given, said termination shall be
absolute and the Contract rendered null and void upon the giving of notice, notwithstanding any
language proffered by any party purporting to permit unilateral reinstatement by withdrawal of
any proposal(s).
29. Inspection. Within five (5)Business Days after the Date of Acceptance, the Seller
shall provide to Purchaser copies of any existing surveys regarding the Real Estate in its possession
or control and any copies of 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.
30. 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.
[Signature page follows]
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DATE : January 12,2022 DATE : 12 j Z 3 , 2021
CITY OF ELGIN COX FAMILY LAND COMPANY LLC
SERIES 356
By: By-
Richard G. ozal, City anage
Its
XAe . DANIEL COX, SR.
City Clerk
150 Dexter Court 37W421 Elmer Court
Elgin, IL 60120-5555 Elgin, Illinois 60124
Attention: City Manager
with a copy of notice to:
William A. Cogley
Corporation Counsel
City of Elgin
150 Dexter Court
Elgin, Illinois 60120-5555
847-931-5659
947-931-5665 (facsimile)
cogley_w@cityofelgin.org
Legal Dept\Real Estate\RE-Sales Contract-356-358 Dundee Avenue-12-22-21.doex
EXHIBIT A
Legal Description
(Plat of Survey prepared by Survey Systems of America, Inc. dated June 1, 2017)
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EXHIBIT A
FLAT OF SURVEY
SURVEY SYSTEMS'OF AMERICA,INC. ^1
Professional Design Firm-License No. 184-002797 / V
P.O.Box 6174
Elgin,Illinois 60121-6174
Phone:(84428-5775
Arta/part of Lot 2 in Block 14 of P.J. AYMBAU ✓R's THIRD ADDITION TO EM'V,, described
as follows: Commencing at the point of intersection of the North line of Ann Street with the Westerly
line of Dundee Avenue; thence Northerly along the Westerly line of Dundee Avenue 99 feet to the londs
formerly owned by James S. Tayfor for a point of beginning; thence Westerly 89.76 feet along the
southerly line of said Tayfor lands to a parcel of land formerly deed by James F. Taylor and wife to
Edward Trumbull; thence South 12-1/2' West along the Easterly line of said parcel of land 40 feet;
thence Easterly 83 feet to a point in the Westerly line of Dundee Avenue 40 feet Southerly from the
point of beginning; thence Northerly along the Westerly line of Dundee Avenue 40 feet to the point of
beginning, in the City of Elgin, Kane County, Illinois.
Iron Pipe (found) O
L O t of Corner 1]�J"V
S
Included
a
s
a +
v a w
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a N
s''ro 3�,� Point of
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Iron Pipe (found) orsite` �`rd e
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0.25'N'ly of Building Corner 9
.T sb` h �, 4
line extended is 0.82 'S'fy 3¢•• �` ° Q.• � .
NO 96�� �sOpJ Brick is b�
23.08'NW'ly - .n
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Included 2 Wall is
6.36'S'ly
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Not 0.14'NWI& gg�� • �yy
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Included
Point of
Commencement
North Line of
Ann Street
uuulNurl
Scale: 1 inch equals 20 feet part.thereat ,��`Flt G• •g�Orr State of Illinois Z s s
Ofaton&ore monred k te.t one ties to
Count of Kane
I nlMB otht.F note.hereon,all the to buedkga ore shown to `,``�.�0 •• •• ..Ir'mil Y
the conerele rounaoumx �.,. 2464 •,y a
This professlonal service conforms to the current Illinois
PROFESSIONAL
client COX }'minimum standards for a boundary survey.
SAND
Surveyed by.-P&-drown by. JAE Chocked by. RG,S ��' SURVEYOR •�_ Elgin, y of June A.D. 2017.
STATE OF Illinois, -DatlM-th' ist da
Field Work Complete: 5/3aY2017 ILLINOIS
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N 8udmny.etbaak fkea one ea.mnenfA ft any,shown hereon are as .••
1 .+own on lne reccedee aubtliWaion plat con-le form authtvitle, F( "•••••..
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pahta W.I.buAdhq and report ANY pSCREPANGES fNNEOlAIELY. Robert G. Sowka I.P.L.S. No. 2464
Expires 11/30/2018
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