07-228Resolution No. 07 -228
RESOLUTION
AUTHORIZING EXECUTION OF A REAL ESTATE SALES CONTRACT
(1080 East Chicago Street)
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that
Ed Schock, Mayor, and Diane Robertson, City Clerk, be and are hereby authorized and directed to
execute a Real Estate Sales Contract on behalf of the City of Elgin with Sylvia S. Scandora as
Trustee of Trust B created under the Anthony E. Scandora Trust dated April 30, 2003, as to an
undivided '/2 interest, and Sylvia S. Scandora, as Trustee under the provisions of a Declaration of
Trust dated April 30, 2003, and known as the Sylvia S. Scandora Trust, as to an undivided 1/2 interest
for the purchase of property commonly known as 1080 East Chicago Street, Elgin, for $1,375,000, a
copy of which is attached hereto and made a part hereof by reference.
s/ Ed Schock
Ed Schock, Mayor
Presented: September 12, 2007
Adopted: September 12, 2007
Omnibus Vote: Yeas: 7 Nays: 0
Attest:
s/ Diane Robertson
Diane Robertson, City Clerk
Draft 8/24/07
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 Million Three Hundred and
Seventy -Five Thousand Dollars ($1,375,000), 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 1080 E. Chicago Street, Elgin, Cook County, Illinois 60120,
Permanent Index Number 06 -18- 400 - 067 -0000, the legal description thereof being set forth on
"Exhibit A" attached hereto and incorporated herein by this reference, and the real estate being
depicted on "Exhibit B" attached hereto (such real estate, all improvements thereon and
appurtenances thereto are hereinafter collectively referred to as the "Real Estate ").
2. Agreement to Sell. Sylvia S. Scandora as Trustee of Trust B created under the
Anthony E. Scandora Trust dated April 30, 2003, as to an undivided Yz interest, and Sylvia S.
Scandora, as Trustee under the provisions of a Declaration of Trust dated April 30, 2003, and
known as the Sylvia S. Scandora Trust, as to an undivided % interest, as owner of record of the
Real Estate ( "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 a proper Bill of Sale, and subject only to:
general real estate taxes for the year 2007 and subsequent years; the month -to -month tenancy of
the Elgin Recreation Center; rights of the public, the State of Illinois and the City of Elgin in and
to that part of the land falling in and used for public road or highway along thesouth line of
the land, known a Irving Park Road (affects part of Irving Park Road as shown on survey of Alan
J. Coulson, P.C., dated February 28, 2006); and grant of easement made by First American Bank
as Trustee under Trust No. 86 -07 in favor of Gordon Windau and Dorothy Windau for drainage
purposes recorded June 26, 1997, as Document No. 97461591.
3. Payment Structure. At the Closing, Purchaser shall pay the total Purchase Price,
plus or minus proration.
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/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 the current 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 further indicate all applicable easements and rights of way.
5.
Closing.
The time of Closing ( "Closing" or "Closing
Date ") shall be on or
before
January 5,
2008, or such
other date as may hereafter be agreed to by
the parties, or on the
date, if
any, to which such time is extended by reason of Section 8 hereafter becoming operative. Unless
subsequently mutually agreed otherwise, Closing shall take place at the office of the Escrowee
(as hereinafter defined), provided title is shown to be good or is accepted by Purchaser.
6. Commissions. Seller and Purchaser each warrant to the other that they have dealt
with no real estate broker in connection with this transaction. Each party agrees to indemnify,
hold harmless and defend the other party from any loss, costs, damages or expense (including
reasonable attorney's fees) arising out of a breach of the warranty contained in this Section 6.
7. Title. 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
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 finds 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, except
for that amount which may accrue by reason of new improvements, shall be on the basis of 110%
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
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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 PropertL. 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 affecting the Real Estate with the sole exception of
the month -to -month tenancy of the Elgin Recreation Center.
(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 with the
sole exception of the month -to -month tenancy of the Elgin Recreation Center.
1) 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.
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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 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. Survival. All representations, warranties, indemnities and covenants made by
Seller to Purchaser under this Contract shall be deemed remade as of the Closing and shall
survive the Closing, and the remedies for the breach thereof shall survive the Closing and shall
not be merged into the closing documents.
14. Closing Documents. In addition to the deed, survey, affidavit of title, transfer
declarations and other documents described in this Contract, Seller shall deliver or cause to be
delivered to Purchaser at Closing the following:
(a) an ALTA statement signed by Seller;
(b) waivers of or insurance over broker's lien claims by all real estate brokers
involved in the transaction contemplated by this Contract;
(c) a title policy or marked -up commitment in the amount of the purchase price, dated
on the Closing Date, insuring title in Purchaser or Purchaser's nominee, in the
condition required under Section 7;
(d) a Plat Act Affidavit, if applicable; and
(e) a closing statement and such other documents as customarily required by the Title
Company,
15. Default. Seller and Purchaser agree that, in the event of a default by either party
the other party shall, prior to taking any such action as may be available to it, provide written
notice to the defaulting party stating that they are giving the defaulted party thirty (30) days
within which to cure such default. If the default shall not be cured within the thirty (30) days
prior aforesaid, the party giving such notice shall be permitted to avail itself of remedies to
which it may be entitled under this agreement.
16. Remedies. In the event that either party fails or refuses to carry out its obligations
under this agreement the other party shall be free to pursue any available legal remedies at law or
in equity.
M
17. Escrow. This sale shall be closed through an escrow (the "Escrow ") with Chicago
Title and Trust Company ( "Escrowee "), in accordance with the provisions of the Deed and
Money Escrow Agreement then in use by Escrowee, with such special provisions inserted in the
escrow agreement as may be required to conform with this Contract. Upon the creation of such
Escrow, payment of the purchase price and delivery of deed shall be made through the Escrow
and the earnest money shall be deposited in the Escrow. The cost of the Escrow and any so-
called "New York Style" closing fee shall be divided equally between Seiler 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.
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 use of a facsimile
machine with proof of transmission and a copy of the notice with proof of transmission being
sent by regular mail on the date of transmission.
21. Interpretation. This contract shall be construed, and the rights and obligations of
Seller and Purchaser hereunder, shall be determined in accordance with the laws of the State of
Illinois without reference to its conflict of laws rules.
22. Failure to Enforce Provisions. The failure by a party to enforce any provision of
this agreement against the other party shall not be deemed a waiver of the right to do so
thereafter.
23. Amendments. This agreement may be modified or amended only in writing
signed by the parties hereto, or their permitted successor or assigns, as the case may be.
24. Entire Agreement. This agreement contains the entire agreement and
understanding of the parties herein, all prior agreements and undertakings having been merged
herein and extinguished hereby.
25. Joint and Collective Work Product This agreement is and shall be deemed and
construed to be a joint and collective work product of the Purchaser and the Seller, and, as such,
this agreement shall not be construed against the other party, as the otherwise purported drafter
of same, by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity,
vagueness or conflict, if any, and the terms or provisions contained herein.
26. Assignment. This agreement shall be binding on the parties hereto and their
respective successors and permitted assigns. This agreement and the obligations hereunder may
not be assigned without the express written consent of each of the parties hereto.
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27. Uniform Vendor and Purchase Risk Act The parties agree that the provisions of
the Uniform Vendor and Purchase Risk Act of the State of Illinois (765 ILCS 65/1 et seq.) shall
be applicable to this contract.
28. Production of Records Regarding Real Estate. Concurrently with the entry into
this contract, Seller shall provide to Purchaser copies of any existing surveys of the Real Estate
along with any and all documents and records relating to or describing any environmental
conditions on the Real Estate.
29. Current Lease with the Elgin Recreation Center. The parties understand and
agree that the Seller is currently leasing the portion of the real estate to the Elgin Recreation
Center. The previous written lease between the Seller and the Elgin Recreation Center has
expired and the Elgin Recreation Center is currently occupying the real estate on a month -to-
month tenancy. Concurrently with the entry into this contract, Seller shall provide to Purchaser a
copy of the now expired written lease with the Elgin Recreation Center. Seller represents that
the current monthly rent being paid by the Elgin Recreation Center is in the amount of $10,417.
Seller agrees that Seller shall not increase such monthly rent or alter any other terms of the Elgin
Recreation Center's month -to -month tenancy prior to the Closing. Seller shall assign to the
Purchaser at Closing its rights, title and interest in the month -to -month tenancy of the Elgin
Recreation Center.
DATM rt x.2007
CITY OF ELGIN
SELLER
B By
Mayor
Attest:
City Clerk
150 Dexter Court
Elgin, Illinois 60120 -5555
Attention: City Manager
with a copy of any notice to:
William A. Cogley
Corporation Counsel
City of Elgin
150 Dexter Court
Elgin, IL 60120 -5555
0
with a copy of any notice to:
Richard L. Heimberg
Brady & Jensen, LLP
2425 Royal Boulevard
Elgin, IL 60123
847 - 742 -8800
847 - 931 -5659 847- 742 -9777 (facsimile)
847 - 931 -5665 (facsimile)
F: \Legal Dep[ \Real Estate \RE -Sales Contract -1080 E Chgo. -clean 8 -24 -07 doc
EXHIBIT A
Legal description of 1080 E. Chicago Street, Elgin, Illinois 60120
EXHIBIT A
CIUCACO TITLE INSURANCE COMPANY
COMMITMENT FOR TITLE INSURANCE
SCHEDULE A (CONTINUED)
ORDER NO.: 14nA ofiR335Q9a mcr
5. THE LAND REFERRED TO INTHIS COMMITMENT IS DESCRIBED AS FOLLOWS:
THAT PART OF THE SOUTH EAST 1/4 OF SECTION 18, TOWNSHIP 41 NORTH, RANGE 9 EAST OF
THE THIRD PRINCIPAL MERIDIAN BOUNDED AND DESCRIBED AS FOLLOWS:
COMMENCING AT THE MOST SOUTHERLY CORNER OF LOT 6 IN KING'S LAND SUBDIVISION, A
SUBDIVISION IN PART OF SAID SECTION 18, BEING A POINT ON THE EASTERLY LINE OF THE
SECOND ADDITION TO HIGHVIEW HILLS, A SUBDIVISION IN SAID SECTION 18; THENCE
SOUTHWESTERLY ALONG THE EASTERLY LINE OF THE SECOND ADDITION TO HIGHVIEW HILLS
AND SAID EASTERLY LINE EXTENDED, A DISTANCE OF 605.65 FEET TO THE POINT OF
BEGINNING; THENCE EASTERLY AT RIGHT ANGLES TO THE LAST DESCRIBED COURSE, A
DISTANCE OF 390.53 FEET MORE OR LESS TO THE WESTERLY LINE OF CERESA DRIVE AS
PLATTED IN SAID KING'S LANE SUBDIVISION; THENCE SOUTHWESTERLY ALONG SAID WESTERLY
LINE AND SAID WESTERLY LINE EXTENDED, A DISTANCE OF 568.62 FEET MORE OR LESS TO
THE CENTER LINE OF STATE ROUTE 19 (CHICAGO STREET); THENCE NORTHWESTERLY ALONG
SAID CENTER LINE 398.32 FEET MORE OR LESS TO THE EASTERLY LINE OF THE SECOND
ADDITION TO HIGHVIEW HILLS EXTENDED; THENCE NORTHEASTERLY ALONG SAID EASTERLY
LINE EXTENDED, A DISTANCE OF 490.23 FEET MORE OR LESS TO THE POINT OF BEGINNING,
IN COOK COUNTY, ILLINOIS EXCEPT THAT PART CONVEYED TO THE PEOPLE OF THE STATE OF
ILLINOIS, DEPARTMENT OF TRANSPORTATION BY DEED RECORDED AUGUST 5, 1998 AS
DOCUMENT 98688396 DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST SOUTHERLY CORNER
OF LOT 6 IN KING'S LANE SUBDIVISION, ACCORDING TO THE PLAT RECORDED JUNE 190 1963
AS DOCUMENT 18830294, ALSO BEING A POINTON THE EAST LINE OF THE SECOND ADDITION
TO HIGH VIEW HILLS, ACCORDING TO THE PLAT RECORDED FEBRUARY 27, 1957 AS DOCUMENT
16836013; THENCE SOUTHERLY, 184.602 METERS (605.65 FEET) ON AN ASSUMED BEARING OF
SOUTH 7 DEGREES, 47 MINUTES, 34 SECONDS WEST ALONG THE EAST LINE OF THE SECOND
ADDITION TO HIGH VIEW HILLS AND SAID EAST LINE EXTENDED; THENCE SOUTH 82 DEGREES,
12 MINUTES, 26 SECONDS EAST, 119.033 METERS (390.53 FEET) TO THE WEST LINE OF
CERESA DRIVE AS PLATTED IN SAID KING'S LANE SUBDIVISION; THENCE SOUTH 7 DEGREES,
47 MINUTES, 34 SECONDS WEST, 140.674 METERS (461.53 FEET) ALONG SAID WEST LINE
FOR THE POINT OF BEGINNING; THENCE SOUTH 58 DEGREES, 28 MINUTES, 08 SECONDS WEST,
19.947 METERS (65.44 FEET) TO THE NORTH RIGHT -OF -WAY LINE OF ILLINOIS ROUTE 19
(CHICAGO -ELGIN ROAD) AS SHOWN ON THE PLAT OF DEDICATION RECORDED AS DOCUMENT
11348623; THENCE SOUTH 19 DEGREES, 25 MINUTES, 17 SECONDS WEST, 15.803 METERS
(51.85 FEET) ALONG A RADIAL LINE TO THE CENTER LINE OF PAVEMENT OF ILLINOIS ROUTE
19; THENCE EASTERLY, 18.995 METERS (62.32 FEET) ALONG SAID CENTER LINE, BEING A
CURVE CONCAVE TO THE NORTH, RADIUS 3,492.761 METERS (11,459.19 FEET), CENTRAL
ANGLE 0 DEGREES, 18 MINUTES, 42 SECONDS TO THE SOUTHERLY EXTENSION OF THE WEST
LINE OF CERESA DRIVE; THENCE NORTH 7 DEGREES, 47 MINUTES, 34 SECONDS EAST, 31.898
METERS (104.65 FEET) ALONG SAID SOUTHERLY EXTENSION AND ALONG THE WEST LINE OF
CERESA DRIVE TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS,
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