12-116 Resolution No. 12-116
RESOLUTION
RATIFYING THE EXECUTION OF REAL ESTATE SALE CONTRACT AND
ACCEPTING DONATION OF REAL ESTATE
(South Street Extension Project—Vacant Land West of Randall Road-Parcel 6)
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that it
hereby ratifies and approves the execution of a real estate sale contract by Sean R. Stegall, City
Manager,and Kimberly A. Dewis, City Clerk,regarding the donation to and acceptance by the City
of Elgin of certain vacant land located west of Randall Road for the City's South Street extension
project, a copy of which is attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: June 27, 2012
Adopted: June 27, 2012
Omnibus Vote: Yeas: 7 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
REAL ESTATE SALE CONTRACT
1. Contract to Purchase. The City of Elgin, Illinois, an Illinois municipal
corporation ("Purchaser") agrees to purchase at a price of Ten Dollars ($10.00), in hand paid,
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, certain real estate and all improvements thereon and appurtenances thereto, such
real estate consisting of certain vacant property consisting of approximately 3.02 acres lying west
of Randall Road at the west end of South Street in Elgin, Kane County, Illinois 60120,
Permanent Index Number 06-20-276-005, 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. Contract to Sell. Regions Bank as Trustee under Trust Contract Dated May 5,
1997 and Known as Trust Number 90-P069, 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 trustee's deed, with
release of homestead rights, and subject only to (a) covenants, conditions and restrictions of
record; public and utility easements; and (c) general real estate taxes for the year 2008 and
subsequent years.
3. Payment Structure. At the Closing, Purchaser shall pay the total Purchase Price,
plus or minus prorations.
4. Survey. Purchaser, at its own expense, shall obtain any plat of survey of the Real
Estate desired by Purchaser.
5. Closing. The closing of title (the "Closing") shall take place at City of Elgin,
Legal Department, 150 Dexter Court, Elgin, Illinois, 60120 on or before 5:00 p.m. on Monday,
June 18, 2012. At the closing, Seller will deliver or cause to be delivered an executed recordable
trustee's deed sufficient to convey the Real Estate to the Purchaser in fee simple, subject only to
exceptions permitted, along with any other documents necessary for the conveyance of the same
or required under this Contract. In the event that Seller fails to deliver or cause to be delivered
the above-referenced documents to the Purchaser by the time of Closing, the Purchaser shall
have the option, in its sole discretion, to declare this Contract null, void and unenforceable,
without recourse from the Seller and without liability to either party hereto.
6. Commissions. Seller and Purchaser each warrant to the other that they have dealt
with no real estate broker in connection with this transaction. Each party agrees to indemnify,
hold harmless and defend the other party from any loss, costs, damages or expense (including
reasonable attorney's fees) arising out of a breach of the warranty contained in this Section 6.
7. Title. Purchaser, at its own expense, shall obtain prior to the Closing 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, (c) acts of Purchaser and all
parties acting through or for Purchaser and (d) zoning laws, statutes and ordinances. At Closing,
Seller 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"), Purchaser may terminate
this Contract or may elect, in its sole discretion,to take title as it then is. If Purchaser does not so
elect, this Contract shall become null, void and unenforceable without further actions of the
parties,without recourse from the Seller and without liability to either party hereto.
9. Prorations. There shall be no proration for general real estate taxes at the Closing.
The Purchaser shall be responsible for real estate taxes for the year 2008 and subsequent years.
The Purchaser shall apply for an exemption for further real estate taxes for the Real Estate as of
the Closing. At Closing, Seller or Seller's agent shall execute a completed Real Estate Transfer
Declaration 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. INTENTIONALLY OMITTED.
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.
(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.
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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.
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, 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) a Plat Act Affidavit, if applicable.
15. Default. Seller and Purchaser agree that, in the event of a default by either party,
the nonbreaching party shall have the option, in its sole discretion, to declare this Contract null,
void and unenforceable, without recourse from the other party and without liability to either
party hereto.
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. INTENTIONALLY OMITTED.
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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 Contract. 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.
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.
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DATED: IVY% 11 , 2012 DATED: 3')...e 2012
CITY OF ELGIN REGIONS BANK AS TRUSTEE UNDER
TRUST CONTRACT DATED MAY 5
1997 AND KNOWN AS TRUST NUMBER
90-P069
By 4/14
City Manager
Attest: Its Vr P,
LitLe h/fd
City Clerk
Addresses for notices:
City of Elgin Trust No. 90-P069
City Clerk Regions Bank, Trustee
150 Dexter Court P.O. Box 10614
Elgin, Illinois 60120-5555 Peoria, IL 61612-0614
with a copy of any notice to:
William A. Cogley
Corporation Counsel
City of Elgin
150 Dexter Court
Elgin, IL 60120-5555
847-931-5659
847-931-5665 (facsimile)
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EXHIBIT A
Legal Description of Real Estate to be inserted.
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PART OF THE NORTHEAST QUARTER OF SECTION 20 AND PART OF THE NORTHWEST
QUARTER OF SECTION 21, ALL IN TOWNSHIP 41 NORTH, RANGE 8 EAST OF THE •
THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT
ON THE WESTERLY RIGHT OF WAY LINE, AS MONUMENTED, OF RANDALL ROAD PER
DOCUMENT NO. 1040510 THAT IS 298.00 FEET, MEASURED ALONG SAID WESTERLY
RIGHT OF WAY, AS MONUMENTED, SOUTHERLY OF THE INTERSECTION OF SAID
WESTERLY RIGHT OF WAY LINE, AS MONUMENTED, AND A SOUTHERLY LINE, AS
MONUMENTED, ACCORDING TO THE PLAT OF CONDEMNATION FOR RIGHT OF WAY FOR
PUBLIC HIGHWAY (U.S. ROUTE 20 - FEDERAL AID ROUTE 6) AS ESTABLISHED BY
• PROCEEDINGS IN THE CIRCUIT COURT OF KANE COUNTY, ILLINOIS, CASE NO.
60-11661 THENCE NORTH 80 DEGREES 54 MINUTES 53 SECONDS WEST,
PERPENDICULAR .TO SAID WESTERLY RIGHT OF WAY LINE,' AS MONUMENTED OF
RANDALL ROAD, A DISTANCE OF 250.17 FEET (RECORD BEING 247.78 .FEET) TO •
THE INTERSECTION WITH THE SOUTHEASTERLY EXTENSION OF A SOUTHWESTERLY
LINE, AS MONUMENTED, OF SAID CIRCUIT COLTRR_CASE•NO.• 60-1166; THENCE
NORTH 14 DEGREES 14 MINUTES 25 SECONDS WEST, ALONG THE SAID
SOUTHEASTERLY EXTENSION OF AND ALONG THE SOUTHWESTERLY LINE. AS
MONUMENTED, OF SAID CIRCUIT COURT CASE NO. 60-1166 AND BEING ALONG THE •
WESTERLY LINE OF PARCEL NO. 0003, ACCORDING TO PAGE TWO OF FIVE PER THE
RIGHT OF WAY PLAN PER DOCUMENT NO. 1685673, A DISTANCE OF 417.40 FEET;
THENCE NORTH 80 DEGREES 54 MINUTES 53 SECONDS WEST, A DISTANCE OF 436.39
FEET TO A LINE THAT IS 150.00 FEET, MEASURED PERPENDICULAR,
SOUTHEASTERLY OFF AND PARALLEL WITH A SOUTHEASTERLY LINE, AS MONUMENTED,
OF WELDWOOD OAKS, BEING A SUBDIVISION OF PART OF THE SOUTHWEST QUARTER
OF SECTION 16•AND PART OF THE SOUTHEAST QUARTER OF SECTION 17 AND PART
OF THE NORTHEAST QUARTER OF SECTION 20, ALL IN TOWNSHIP AND RANGE
AFORESAID, PER DOCUMENT NO. 1088091; THENCE SOUTH 20 DEGREES 11 MINUTES
45 SECONDS WEST, ALONG SAID PARALLEL LINE, A DISTANCE OF 483.49 FEET TO
A LINE THAT IS 945.bO FEET, MEASURED PERPENDICULAR, WESTERLY OF AND •
PARALLEL WITH THE AFORESAID WESTERLY RIGHT OF WAY LINE, AS MONUMENTED,
OF RANDALL ROAD; THENCE SOUTH 09 DEGREES 05 MINUTES 07 SECONDS WEST,
. ALONG SAID PARALLEL LINE, A DISTANCE OF 60.0.00 FEET; THENCE SOUTH 11
DEGREES 46 MINUTES 1.9 SECONDS WEST, A DISTANCE OF 320.00 L.E:i T; THENCE
SOUTH 41 DEGREES 10 MINUTES 31 SECONDS WEST, A DISTANCE OF 160.00 FEET
TO A LINE THAT IS 1045.00 FEET, MEASURED PERPENDICULAR, WESTERLY OF AND
PARALLEL-WITH THE AFORESAID WESTERLY RIGHT OF-WAY LINE, AS MONUMENTED,
OF RANDALL ROAD; THENCE SOUTH 09 DEGREES 05 MINUTES 07 SECONDS WEST, .
• ALONG SAID PARALLEL LINE, A DISTANCE OF 639.07 FEET FOR THE POINT OF
BEGINNING; THENCE SOUTH 80 DEGREES 54 MINUTES 53 SECONDS EAST,
PERPENDICULAR TO THE LAST DESCRIBED COURSE, A DISTANCE OF 649.72 FEET;
THENCE SOUTH 45 DEGREES 03 MINUTES 04 SECONDS WEST, A DISTANCE FOR
240.00 FEET; THENCE SOUTH 09 DEGREES 05 MINUTES 07. SECONDS WEST, _
PARALLEL WITH -THE AFORESAID WESTERLY RIGHT OF WAY LINE, AS MONUMENTED OF
RANDALL ROAD, A DISTANCE OF 105.05 FEET; THENCE NORTH 80 DEGREES 54
MINUTES 53 SECONDS WEST, PERPENDICULAR TO THE LAST DESCRIBED COURSE, A
DISTANCE OF 5Q8.77 FEET TO A LINE THAT BEARS SOUTH 09 DEGREES 05 MINUTES
07 SECONDS-WEST AND PASSES THOUGH THE POINT OF, BEGINNING; THENCE NORTH
09 DEGREES 05 MINUTES 07 SECONDS EAST, ALONG SAID LINE, A DISTANCE OF
299.30 FEET TO THE POINT OF BEGINNING. BEING SITUATED IN THE CITY OF -
ELGIN, KANE COUNTY, ILLINOIS. - •
EXCEPTING THEREFROM ..
THAT PART OF THE NORTHEAST QUARTER OF SECTION 20 AND PART OF THE
NORTHWEST QUARTER OF SECTION 21, ALL IN TOWNSHIP 41 NORTH, RANGE 8 EAST
OF THE THIRD PRINCIPAL MERIDIAN; DESCRIBED AS FOLLOWS.: COMMENCING AT A
POINT OF THE WESTERLY RIGHT OF WAY LINE, AS MONUMENTED, OF RANDALL ROAD
PER DOCUMENT NO. 1040510 THAT IS 298.00 FEET, MEASURED ALONG SAID
WESTERLY RIGHT OF WAY LINE, AS MONUMENTED, SOUTHERLY OF THE INTERSECTION
OF SAID WESTERLY RIGHT OF WAY LINE, AS MONUMENTED, AND A SOUTHERLY LINE,
AS MONUMENTED,' ACCORDING TO THE PLAT OF CONDEMNATION FOR RIGHT OF WAY
FOR A PUBLIC HIGHWAY (U.S. ROUTE 20 - EEDERAL AID ROUTE 6) AS
ESTABLISHED BY PROCEEDINGS IN THE CIRCUIT COURT OF KANE COUNTY,
ILLINOIS, CASE NO. 60-1166; THENCE NORTH 80 DEGREES 54 MINUTES 53
SECONDS WEST, PERPENDICULAR TO SAID WESTERLY RIGHT OF WAY LINE, AS -
MONUMENTED, OF RANDALL ROAD, A DISTANCE OF 250.17 FEET (RECORD BEING
247.78 FEET) TO THE INTERSECTION WITH THE SOUTHEASTERLY EXTENSION OF A
SOUTHWESTERLY LINE, AS MONUMENTED; OF SAID CIRCUIT COURT CASE NO.
60-1166; THENCE NORTH 14 DEGREES 14 MINUTES 25 SECONDS WEST, ALONG THE
SAID SOUTHEASTERLY EXTENSION OF AND ALONG THE SOUTHWESTERLY: LINE, AS
MONUMENTED, OF SAID CIRCUIT COURT CASE NO. 60-1166 AND BEING ALONG THE
WESTERLY LINE 'OF PARCEL NO. 0003, ACCOf7YRO TO PAGE TWO OF FIVE PER THE •
RIGHT OF WAY PLAN PER DOCUMENT NO. 1685673, A DISTANCE OF 417.40 FEET;
THENCE NORTH 80 DEGREES 54 MINUTES 53 SECONDS WEST,' A DISTANCE OF 436.39
FEET TO A LINE THAT IS 150.00 -FEET, MEASURED PERPENDICULAR,
SOUTHEASTERLY OF AND PARALLEL WITH A SOUTHEASTERLY LINE, AS MONUMENTED,
OF WELDWOOD OAKS, BEING A SUBDIVISION OF PART OF THE SOUTHWEST QUARTER
OF SECTION .16 AND PART OF THE SOUTHEAST QUARTER OF SECTION 17 AND PART
OF.THE NORTHEAST QUARTER OF. SECTION 20, ALL IN TOWNSHIP AND RANGE
AFORESAID, PER DOCUMENT NO. 1088091; THENCE SOUTH 20 DEGREES 11 MINUTES
45 SECONDS WEST, ALONG SAID PARALLEL LINE, A DISTANCE 483.49 FEET TO A
LINE THAT IS'945.00 .FEET, MEASURED PERPENDICULAR, WESTERLY OF AND
PARALLEL WITH THE AFORESAID WESTERLY RIGHT OF WAY LINE, AS MONUMENTED,
OF RANDALL ROAD; THENCE SOUTH 09 DEGREES 05 MINUTES 07 SECONDS WEST,
ALONG SAID PARALLEL LINE, A DISTANCE OF 600.00 FEET; THENCE SOUTH 11 .
DEGREES 46 MINUTES 19 SECONDS WEST, A DISTANCE OF 320.00 FEET; THENCE
SOUTH 41 DEGREES 10 MINUTES 31 SECONDS WEST, A DISTANCE OF 160.00 FEET
TO A LINE THAT IS 1045.00 k'HET, MEASURED PERPENDICULAR, WESTERLY-OF AND
PARALLEL WITH THE AFORESAID WESTERLY RIGHT OF WAY LINE, AS MONUMENTED,
OF RANDALL ROAD; THENCE SOUTH 09 DEGREES 05 MINUTES 07 SECONDS WEST, •
ALONG SAID PARALLEL LINE, A DISTANCE OF 639.07 FEET; THENCE SOUTH 80
DEGREES.54 MINUTES 53 SEC0h7DS EAST, PERPENDICULAR TO THE LAST DESCRIBED
COURSE, HEREIN AFTER REFERRED TO AS LINE "A", A DISTANCE OF 280.57-FEET
FOR THE POINT OF BEGINNING; THENCE CONTINUING SOUTH 80 DEGREES 54
MINUTES 53 SECONDS EAST, ALONG SAID LINE "A", A DISTANCE OF 369.15 FEET;
THENCE SOUTH 45 DEGREES 03.MINUTES 04 SECONDS WEST,' A DISTANCE.OF 21.65
FEET; THENCE WESTERLY, ALONG A CURVE TO THE RIGHT HAVING A RADIOS OF
285.50 FEETAND A CRORD BEARING-OP SOUTH 88 DEGREES 26 MINUTES 36
SECONDS WEST, :AN ARC DISTANCE OF 106.06 FEET TO A LINE THAT IS 37.00 -"
FEET, AS MEASURED AT RIGHT ANGLES, SOUTHERLY OF AND PARALLEL WITH .
AFORESAID LINE "A"; THENCE NORTH 80 DEGREES 54 MINUTES 53 SECONDS WEST,
ALONG SAID PARALLEL LINE AND BEING TANGENT TO THE LAST DESCRIBED CURVE,
. A DISTANCE OF 133.26 FEET; THENCE SOUTHWESTERLY, )LONG A CURVE TO THE •
LEFT HAVING A 'RADIUS OF 163.00 FEET, TANGENT TO THE LAST DESCRIBED
COURSE, AN ARC DISTANCE OF 213.37 FEET; THENCE SOUTH 24.DEGREES 05
MINUTES 00 SECONDS WEST, TANGENT TO THE LAST DESCRIBED CURVE, A DISTANCE
OF 146.47 FEET TO A LINE THAT IS 29930 FEET, AS MEASURED AT RIGHT
ANGLES, SOUTHERLY OF AND PARALLEL WITH AFORESAID LINE "A"; THENCE NORTH
80 DEGREES 54 MINUTES 53 SECONDS .WEST, ALONG SAID PARALLEL LINE, A
DISTANCE OF 72.47 FEET; THENCE NORTH 24 DEGREES 05 MINUTES 00 SECONDS
EAST-, A DISTANCE OF 165.23. FEET; THENCE NORTHEASTERLY, ALONG A CURVE TO
THE RIGHT HAVING A RADIUS OF 233.00 FEET, TANGENT TO THE LAST DESCRIBED
COURSE, AN;ARC.DISTANCE OF 179.48 FEET'TO THE POINT OF BEGINNING. BEING -
SITUATED III THE CITY.OF ELGIN, KANE COUNTY, ILLINOIS. -
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arcel Index Number 06-20-276-005
Ji