02-292 Resolution No. 02-292
RESOLUTION
AUTHORIZING EXECUTION OF A RELOCATION AGREEMENT WITH
CONDOS RIVERSIDE CORPORATION
(Highland Avenue Liquors)
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that Ed Schock, Mayor, and Dolonna Mecum, City Clerk,
be and are hereby authorized and directed to execute a Relocation
Agreement on behalf of the City of Elgin with Condos Riverside
_ Corporation for the relocation of Highland Avenue Liquors to the
Clock Tower Plaza, a copy of which is attached hereto and made a
part hereof by reference.
s/ Ed Schock
Ed Schock, Mayor
Presented: August 28 , 2002
Adopted: August 28 , 2002
Omnibus Vote : Yeas : 7 Nays : 0
Attest :
s/ Dolonna Mecum
Dolonna Mecum, City Clerk
COPY'
RELOCATION AGREEMENT
This Agreement is made and entered into as of S'P7 Em 162 3
2002, by and between the CITY OF ELGIN, an Illinois municipal corporation
(hereinafter referred to as the "City") and CONDOS RIVERSIDE CORPORATION, an
Illinois corporation (hereinafter referred to as"Condos").
WHEREAS, Condos operates a package liquor store known as Highland Avenue
Liquors at the property commonly known as 325 West Highland Avenue, Elgin, Kane
County, Illinois, and legally described in Exhibit A attached hereto and made a part
hereof by this reference (such packaged liquor store and the other business activities
conducted by Condos in conjunction therewith is hereinafter referred to as "Highland
Avenue Liquors" and such property is hereinafter referred to as "325 West Highland
Avenue"); and
WHEREAS, Highland Avenue Liquors is located adjacent to a residential
neighborhood populated by single and two-family dwellings; and
WHEREAS, the vehicular and pedestrian traffic generated by Highland Avenue
Liquors' patrons is negatively affecting the health, safety and welfare of the
surrounding residential properties; and
WHEREAS, Condos has instituted numerous measures at Highland Avenue Liquors
in an attempt to minimize the negative effects of Highland Avenue Liquors on the
surrounding residential properties, including the establishment of parking control
employees to direct traffic and monitor patron conduct within the business' parking lot;
and
WHEREAS, despite its efforts to minimize the negative effects of Highland Avenue
Liquors on the surrounding residential properties, the residential properties continue to
suffer from the traffic volume generated by Highland Avenue Liquors' patrons; and
WHEREAS, the City is seeking a resolution that will eliminate the negative effects
Highland Avenue Liquors is having on the surrounding residential properties without
penalizing or adversely affecting the continued operation of Highland Avenue Liquors;
and
WHEREAS, Condos has advised the City that it would be willing to relocate
Highland Avenue Liquors to a location in the City that is more suitable to the volume of
traffic generated by the business provided it is reimbursed for the expenses it incurs as
a result of that relocation; and
WHEREAS, the City and Condos have agreed upon a suitable relocation Site for
Highland Avenue Liquors at the Clock Tower Plaza retail shopping center located at
National Street and South Grove Avenue and have also agreed to the manner in which
the City will reimburse Condos for the expenses it incurs as part its relocation to that
Site (such relocation Site for Highland Avenue Liquors at the Clock Tower Plaza retail
shopping center is hereinafter referred to as the "Clock Tower Plaza Site"); and
WHEREAS, the City is a home rule unit which may exercise any power or perform
any function relating to its government and affairs; and •
WHEREAS, this Agreement benefits the City's residents by eliminating the negative
effects Highland Avenue Liquors is having on the surrounding residential properties
the and by facilitating the safe and efficient movement of traffic; and
WHEREAS, the City's various undertakings in this Agreement relate to the
government and affairs of the City.
NOW, THEREFORE, for and in consideration of the mutual promises and
undertakings set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the City and Condos agree
as follows:
1. Within 30 days following the parties execution of this agreement Condos agrees
to and shall apply to the City's Liquor Commission for a Class B retail alcoholic
liquor dealers license for Condos for the new location at the Clock Tower Plaza
Site. The City agrees to reasonably consider Condos' application for such liquor
license. It is agreed and understood that this Agreement and the obligations of
the parties hereunder are subject to and expressly contingent upon the condition
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that the City approves a Class B retail alcoholic liquor dealers license for Condos
for the new location at the Clock Tower Plaza Site. Condos' application for a
Class B retail alcoholic liquor dealers license for Condos for the new location at
the Clock Tower Plaza Site shall be deemed approved not withstanding a
condition of such approval being Condos' surrender of its Class B retail alcoholic
liquor dealers license for 325 West Highland Avenue. In the event the City fails
to approve such Class B retail alcoholic liquor dealers license for Condos for the
new location at the Clock Tower Plaza Site then the various obligations of the
parties pursuant to this Agreement shall terminate and this Agreement shall be
terminated and of no further force and effect.
2. In the event the City approves a Class B retail alcoholic liquor dealers license for
Condos for the new location at the Clock Tower Plaza Site, Condos agrees to and
shall close Highland Avenue Liquors at 325 West Highland Avenue and relocate
such store and all associated operations relating thereto to the Clock Tower Plaza
Site upon completion of the build-out and issuance of an occupancy permit for
the new location by the City, unless agreed otherwise by the parties. The parties
hereto currently expect that the build-out and issuance of an occupancy permit
for the new Clock Tower Plaza site will be completed on or before November 1,
2002. Condos agrees to use its best efforts to close the Highland Avenue Liquors
alcoholic liquor retail store at 325 W. Highland Avenue and relocate such store
and all associated operations relating thereto to the Clock Tower Plaza site on or
before such date.
3. In order to assist Condos with the relocation and build-out expenses it will incur
when relocating and reestablishing Highland Avenue Liquors and its business
activities at the new Clock Tower Plaza Site, the City agrees to provide Condos
with a loan in the amount of eighty thousand dollars ($80,000) (hereinafter
referred to as the "Subject Loan"). The City shall pay such loan proceeds to
Condos within fourteen (14) business days following the City's approval of a
Class B retail alcoholic liquor dealers license for Condos for the new location at
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the Clock Tower Plaza Site. Condos shall repay the Subject Loan to the City from
the proceeds of the sale of 325 West Highland Avenue to either a third party or to
the City. In the event 325 West Highland Avenue is sold to a third party or to the
City prior to the expiration of such 180-day period, Condos shall repay the
Subject Loan to the City upon the closing of the sale of 325 West Highland
Avenue. In the event 325 West Highland Avenue is sold to the City the City
shall receive a credit at the closing of the sale of 325 West Highland Avenue for
Subject Loan proceeds. The Subject Loan from the City to Condos shall be
interest free, provided, however, in the event Condos fails to repay the Subject
Loan from the City in a timely fashion as required by this Agreement the Subject
Loan shall after such repayment date accrue interest at the rate of nine percent
(9%) annually until repaid in full to the City. To defray Condos' costs relating to
the application for a new liquor license at the new Clock Tower Plaza Site,
Condos' repayment obligation to the City with regard to the Subject Loan shall
be deemed satisfied upon Condos making payment to the City in the amount of
Seventy Thousand Dollars ($70,000). Upon request from the City Condos shall
execute a note regarding the Subject Loan.
4. In the event the City approves a Class B retail alcoholic liquor dealers license for
Condos for the new location at the Clock Tower Plaza Site, Condos agrees that it
shall not apply to the City for an Alcoholic Liquor Dealers License seeking to
operate a package liquor store at any other location in the City other than the
Clock Tower Plaza Site.
5. Condos hereby acknowledges, understands and agrees that in the event the City
approves a Class B retail alcoholic liquor dealers license for Condos for the new
location at the Clock Tower Plaza Site, the City will be filing a petition seeking to
rescind the conditional use permit issued for 325 West Highland Avenue which
authorizes the retail packaged sale of alcoholic liquor on such premises. Condos
hereby consents to the filing of such zoning petition by the City, acknowledges
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the propriety of such zoning petition and hereby waives any and all rights to any
and all legal challenges thereto.
6. Condos agrees to and shall use its best efforts to expeditiously complete the sale
of 325 West Highland Avenue to a third party. Within 30 days following the
City's approval of a Class B. Retail Alcoholic Liquor Dealers License,for Condos
for the new location at the Clock Tower Plaza Site, Condos shall execute a listing
agreement for the sale of 325 West Highland Avenue with a licensed realtor that
provides for the marketing of such premises through the Multiple Listing Service
(MLS) beginning not later than three (3) days following the execution of such
listing agreement. Condos agrees to allow the showing of such premises at all
reasonable times and to not unreasonably reject any valid offer from a third
party to purchase such premises. Condos agrees to execute such other
instruments and do such further acts as may be reasonably necessary to carry out
the sale of 325 West Highland Avenue to a third party. Condos shall not
undertake or initiate any action with respect to 325 West Highland Avenue that
will negatively affect its marketability or merchantability of such premises. In
the event Condos sells 325 West Highland Avenue to a third party, thereby
relieving the City of its obligation to purchase 325 West Highland Avenue as
provided in paragraph 7 of this Agreement, the City agrees to make payment to
Condos in the amount of five percent (5%) of the sales price of 325 West
Highland Avenue to a third party, up to a maximum amount of $12,500.00. Such
payment from the City to Condos shall be made by the City within thirty (30)
days following the closing of the sale of 325 West Highland Avenue from
Condos to a third party.
7. In the event Condos is unable to sell 325 West Highland Avenue to a third party
after such premises have been listed and marketed with a licensed realtor
through the MLS for not less than 180 days, then the City agrees to purchase
325 West Highland Avenue from Condos. The purchase price for the City's
purchase of 325 West Highland Avenue from Condos shall be in the amount of
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two hundred fifty thousand dollars ($250,000.00). The City shall purchase
325 West Highland Avenue from Condos pursuant to and according to the terms
of the real estate sale contract attached hereto as Exhibit A. In such event Condos
and the City shall enter into and execute such Real Estate Sale Contract attached
hereto as Exhibit A.
8. Each individual and entity executing this Agreement hereby represents and
warrants that he, she or it has the capacity set forth on the signature pages hereof
with full power and authority to bind the party on whose behalf he, she or it is
executing this Agreement to the terms hereof.
9. This Agreement is the entire Agreement between the parties hereto with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, whether oral or written, between the parties with respect to the
matters contained in this Agreement. Any waiver, modification, consent or
acquiescence with respect to any provision of this Agreement shall be set forth in
writing and duly executed by or on behalf of the party to be bound thereby. No
waiver by any party of any breach hereunder shall be deemed a waiver of any
other or subsequent breach.
•
10. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which when taken together shall constitute
one and the same instrument. The signature page of any counterpart may be
detached therefrom without impairing the legal effect of the signature(s) thereon
provided such signature page is attached to any other counterpart identical
thereto except having additional signature pages executed by other parties to this
agreement attached thereto.
11. Time is of the essence in the performance of and compliance with each of the
provisions and conditions of this Agreement. Any communication, notice or
demand of any kind whatsoever which either party may be required or may
desire to give to or serve upon the other shall be in writing and delivered by
personal service (including express or courier service), by electronic
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communication, whether by telex, telegram or telecopy (if confirmed in writing
sent by registered or certified mail, postage prepaid, return receipt requested), or
by registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:
Condos Riverside Corporation With a copy to:
Mr. Scott G. Richmond, Esq.
. Ariano, Hardy, Nyuli,Johnson,
Richmond, Fleck, Goettel &
Castillo, P.C.
474 Summit Street
Elgin, IL 60120-3629
Telephone: 847.695.2400
Facsimile: 847.695.2401
City of Elgin With a copy to:
Director of Economic Develop- Corporation Counsel
ment and Business Services City of Elgin
150 Dexter Court 150 Dexter Court
Elgin, IL 60120-5555 Elgin, IL 60120-5555
_ Telephone: 847.931.5600 Telephone: 847.931.5655
Facsimile: 847.931.5610 Facsimile: 847.931.5665
Any party may change its address for notice by written notice given to the other
in the manner provided in this Section. Any such communication, notice or
demand shall be deemed to have been duly given or served on the date
personally served, if by personal service, one (1) day after the date of confirmed
dispatch, if by electronic communication on a business day before 5:00p.m., or
three (3) days after being placed in the U.S. Mail, if mailed.
12. The parties agree to execute such other instruments and to do such further acts as
may be reasonably necessary to carry out the provisions of this Agreement.
13. The making, execution and delivery of this Agreement by the parties hereto has
been induced by no representations, statements, warranties or agreements other
than those expressly set forth herein.
14. Wherever possible, each provision of this Agreement shall be interpreted in such
a manner as to be valid under applicable law, but, if any provision of this
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Agreement shall be invalid or prohibited thereunder, such invalidity or
prohibition shall be construed as if such invalid or prohibited provision had not
been inserted herein and shall not affect the remainder of such provision or the
remaining provisions of this Agreement.
15. The language in all parts of this Agreement shall be in all cases construed simply
according to its fair meaning and not strictly for or against any of the parties
hereto. Paragraph headings of this Agreement are solely for convenience of
reference and shall not govern the interpretation of any of the provisions of this
Agreement. References to "paragraphs" are to paragraphs of this Agreement,
unless otherwise specifically provided.
16. This Agreement shall be binding upon and inure to the benefit of each of the
parties hereto and to their respective transferees, successors, and assigns.
Neither this Agreement nor any of the rights or obligations of the parties
hereunder shall be transferred or assigned by any party without the prior written
consent of the non-assigning party.
17. Notwithstanding anything to the contrary contained herein, this Agreement shall
not be deemed or construed to make the parties hereto partners or joint
venturers, or to render either party liable for any of the debts or obligations of
the other, it being the intention of the parties to merely create the relationship of
the parties with respect to the obligations as set forth herein.
18. The parties agree that it is their specific intent that no broker shall be a party to or
a third party beneficiary of this Agreement (or any escrow); and further that the
consent of a broker shall not be necessary to any agreement, amendment, or
document with respect to any of the transactions contemplated by this
Agreement.
19. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of Illinois and venue for any action shall be
in the Circuit Court for the Sixteenth Judicial District, Kane County.
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20. This Agreement is and shall be deemed and construed to be a joint and collective
work product of the parties, 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first above written.
CITY OF ELGIN CONDOS RIVERSIDE CORPORATION
By: By:
E. Schock, Mayor
Its President
Attest:
City Clerk
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REAL ESTATE SALE CONTRACT
1. Agreement to Purchase. CITY OF ELGIN, an Illinois
municipal corporation ("Purchaser") , agrees to purchase at a price
of Two Hundred Fifty Thousand Dollars ($250, 000 . 00) (hereinafter
the "Purchase Price") on the terms set forth herein, certain real
estate and all improvements thereon and appurtenances thereto, such
real estate being improved in part with a packaged liquor store and
commonly known as 325 West Highland Avenue, Elgin, Kane County,
Illinois, the legal description, permanent index number(s) and size
of which is set forth on "Exhibit A" attached hereto (such real
estate, all improvements thereon and appurtenances thereto are
hereinafter collectively referred to as the "Real Estate") .
2. Agreement to Sell. CONDOS RIVERSIDE CORPORATION, an
Illinois corporation ("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 special warranty deed, with release of homestead rights,
and a proper bill of sale, subject only to general taxes for the
year in which the closing occurs 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 thirty (30) 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/ASCM land Title Surveys and Mapping, 1992,
including, without limitation, all items (except for items 5, 7,
9, 10 and 12 in Table A thereof with accuracy standards appropriate
to suburban settings and for Purchaser' s intended use of the Real
Estate) . The survey shall confirm the location, size and legal
description of the real estate as provided herein and 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 further indicate all applicable easements and rights
of way.
5. Closing. The time of closing ("Closing") or ("Closing
Date") shall be on or before sixty (60) days following the parties
execution of this Real Estate Sale Contract, 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
EXHIBIT A
accepted by Purchaser.
6. Commissions. Seller and Purchaser each warrant to the
other that they have dealt with no 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. Seller shall deliver or cause to be delivered to
Purchaser or Purchaser' s agent, not less than thirty (30) days
prior to the Closing, at Seller' s expense, a title commitment for
a 1970 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
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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, 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, subject to reproration when the amount thereof becomes
ascertainable. 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 systems; electrical systems; plumbing systems;
central air conditioning systems; sump pump; security systems; 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; electric air
filter; central humidifier; ceiling fans; 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.
(b) There are no existing leases effecting 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 date of Closing the building on the Real
Estate and Real Estate will be vacant and unoccupied.
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(f) There are no underground storage tanks on the Real
Estate for which the Seller has personal knowledge.
(g) Neither the Improvements on the Real Estate, if any, 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) for which
the Seller has personal knowledge.
(h) 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 for which the Seller has personal
knowledge.
12. Condition of Real Estate at Closing. Seller agrees and
shall deliver to Purchaser 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 remove from the Real Estate prior to Closing 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
broom clean condition.
13. The Purchaser shall provide the Seller with a resolution
from the City Council of the City of Elgin authorizing the purchase
of the Real Estate.
14 . 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
for a period of one (1) year and shall not be merged into the
closing documents.
15. Closing Documents. In addition to the deed, bill of
sale, 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, if any;
(c) a title policy or marked-up commitment in the amount of
the purchase price, dated on the Closing Date, insuring
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title in Purchaser in the condition required under
Section 7 .
16. 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) day prior
aforesaid, the party giving such notice shall be permitted to avail
itself of remedies to which it may be entitled under this
agreement.
17. 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.
18. Escrow. This sales 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. 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.
19. Time. Time is of the essence of this Contract.
20. 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.
21. 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.
22. 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.
23. Relationship of the Parties. This agreement shall not
be deemed or construed to create an employment, joint venture,
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partnership or other agency relationship between the parties
hereto.
24 . 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.
25. Amendments. This agreement may be modified or amended
only in writing signed by the parties hereto, or their permitted
successors or assigns, as the case may be.
26. Entire Agreement. This agreement contains the entire
agreement and understanding of the parties hereto with respect to
the subject matter as set forth herein, all prior agreements and
undertakings having been merged herein and extinguished hereby.
27 . 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.
28 . 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.
29. 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.
IN WITNESS WHEREOF, the parties hereto have entered into and
executed this agreement as of , 2002.
CITY OF ELGIN CONDOS RIVERSIDE CORPORATION
r
BY r,� BY & k
aJ 4 �yor Its j
Attest:
City Clerk
6
150 Dexter Court
Elgin, Illinois 60120-5555
Attention: City Manager
with a copy of any notice to: with a copy of any notice to:
William A. Cogley Scott G. Richmond, Esq.
CorporationCounsel Ariano, Hardy, Nyuli, Johnson
City of Elgin Richmond, Fleck, Goettell &
Castillo, P.C.
150 Dexter Court 474 Summit Street
Elgin, Illinois 60120-5555 Elgin, IL 60120-3629
Telephone: 847-931-5655 Telephone: 847-695-2400
Facsimile: 847-931-5665 Facsimile: 847-695-2401
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EXHIBIT A
Lots 1 and 2 and that part of Lots 10 and 11 described as follows: Beginning at the Northwesterly corner
of said Lot 11; thence Easterly along the North line of said Lot 11, 73 feet 2 inches;thence Southerly to a
point on the Southerly line of said Lot 11, 83 feet 3 inches Westerly from the Southeasterly corner
thereof; thence Southerly along the extension of the last described course 6 feet 6 inches;thence Westerly
40 feet 6 inches to a point on the Southerly line of said Lot 11, 8 feet 3 inches Easterly from the
Southwersterly corner thereof;thence Westerly along said Southerly line 8 feet 3 inches to the
Southwesterly corner thereof; thence Northerly along the Westerly line of said Lot 11, 95 feet to the
point of beginning; all in Block 34 of the Original Town of Elgin,on the West side of Fox River, in the
City of Elgin, Kane County, Illinois.
Permanent Real Estate Tax#06-14-405-015
COMMONLY KNOWN AS : 325 W. Highland Ave., Elgin, Illinois