13-100 Resolution No. 13-100
RESOLUTION
AUTHORIZING EXECUTION OF A REAL ESTATE SALE CONTRACT
(260-262 N. State Street)
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that Sean R. Stegall, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby
authorized and directed to execute a real estate sale contract with Wilhelmi Family Revocable
Trust on behalf of the City of Elgin for the purchase of property commonly known as 260-262 N.
State Street, Elgin for $69.900, a copy of which is attached hereto and made a part hereof by
reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: June 26, 2013
Adopted: June 26, 2013
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
REAL ESTATE SALE CONTRACT
I. Agreement to Purchase. The City of Elgin, Illinois, an Illinois municipal
corporation ("Purchaser") agrees to purchase at a price of Sixty-Nine Thousand Nine Hundred
Dollars ($69,900), 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 the
260-262 N. State Street, Elgin, Kane County, Illinois 60120, Permanent Index Number 06-14-
204-005, the Iegal description thereof being set forth on "Exhibit A" attached hereto and
j incorporated herein by this reference (such real estate, all improvements thereon and
appurtenances thereto are hereinafter collectively referred to as the"Real Estate").
j 2. Agreement to Sell. Wilhelmi Family Revocable Trust, as owner of record of the
i Real Estate ("Seller") agrees to sell the Real Estate described above at the price and terms set
forth herein, and_.to_con vey_._or_.cause.to..be__...I-- ..ed.to..Purchaser...title...thereto..by...a.recordable........
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warranty deed, with release of homestead rights, and a proper Bill of Sale, and subject only to
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general real estate taxes for the year 2013 and subsequent years.
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3. Payment Structure. At the Closing, Purchaser shall pay the total Purchase Price,
plus or minus prorations.
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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
i 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 as a commercial redevelopment site. 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.
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t 5. Closin The time of Closing("Closing"or"Closing Date") shall be on or.before
ninety(90)days following the entry into and execution of this agreement (with such date of entry
and execution being the date of the adoption of the resolution by the city council of the Purchaser
authorizing the execution of this agreement), 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 agrees to and shall pay a real estate commission to its real
estate broker RE/Max Horizon as provided in Seller's listing agreement. Purchaser shall not be
required to pay any commission in connection with this transaction.
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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 (2006) 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
m 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.
4. 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
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treatments; wall-to-wall carpeting; electric air filter; central humidifier; ceiling fans; all planted
vegetation; existing storm windows and screens. All fixtures and personal property are being
conveyed by the Seller to the Purchaser as they exist on the Real Estate and"as is".
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, Seiler 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.
j (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.
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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.
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12. Condition and Possession 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 SelIer's personal property not conveyed by Bill of Sale to
Purchaser and shall deliver the Real Estate to the Purchaser in broom clean condition. Seller
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shall deliver possession of the Real Estate to Purchaser at Closing and the Real Estate shall be
vacant without any tenants or occupants.
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
-i 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;
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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;
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(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;
(e) payoff letters with respect to all mortgages of record;
(f) releases with respect to any other liens or encumbrances;
(g) other documents required by the title company to waive exceptions to title not
permitted by this contract;
(h) a non-foreign affidavit, prepared in compliance with the requirements of the
Internal Revenue Code Section 14.45(e), from the Seller; and
I ` (i) a closing statement and such other documents as customarily required by the Title
Company.
s 15. Default. Seller and Purchaser agree that, in the event of a default by either party
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the other p arty 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.
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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 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.._......_............................................_......
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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 via e-mail 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. 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.
j 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. "As Is" Condition. The Real Estate and personal property are being conveyed by
the Seller to the Purchaser in their "as is" condition as of the date of the entry and execution into
' this agreement,
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29. Inspection. Seller and Purchaser further agree as follows:
A. The obligation of Purchaser to purchase the Real Estate pursuant,to this
agreement is subject to and contingent upon the condition precedent that Purchaser shall have
found the condition of the__Real including--the_.env.ironmental...condition-.the.re.of,._to.:_be........................................
... ........ ...... _ .. _.. ... ........ .-- ..... ...... .
i acceptable to the Purchaser following the performance of such environmental or other
E investigations and/or testing on the Real Estate as the Purchaser may elect to perform at its sole
expense.
B. Within five (5) days following the entry into and execution of this agreement
(with such date of entry and execution being the date of the adoption of the resolution by the City
Council of the Purchaser authorizing the execution of this agreement), the Seller shall deliver or
cause to be delivered to the Purchaser copies of any existing surveys of the Real Estate and
copies of all reports and/or documents in Seller's possession or control regarding the
t environmental condition of the Real Estate including, but not limited to, geological studies,
environmental assessments, reports, soil tests, groundwater tests or other test results. The
Purchaser shall thereafter commence performance of any environmental or other inspections of
the Real Estate that it elects to perform and shall complete same within sixty(60) days of the
entry into and execution of this agreement. Seller hereby agrees to allow Purchaser and its
agents and contractors reasonable access to the Real Estate to conduct such inspections
including, but not limited to, subsurface investigations. The Purchaser agrees to. reasonably
restore the Real Estate after the inspections, remove any waste generated in such inspection
. process and indemnify, defend and hold Seller harmless from any liability, loss, claim, cost or
1 expenses pertaining to any bodily injury oi• property damage arising out of the Purchaser's
performance of the inspections of tAe Real Estate.
C. A full and complete copy of any written reports or other documents received by
the Purchaser and containing the test data, findings, conclusions and recommendation of the
party performing such inspections of the Real Estate shall be promptly provided by the Purchaser
to the Seller. '
D. If,th€ Purchaser determines, in its sole discretion, that the Real Estate is
unsuitable for acquisition by the Purchaser, the Purchaser may, at its written election delivered to
the Seller not later than sixty (60) days after the entry into and execution of this agreement,
declare this agreement null and void whereupon this agreement shall be deemed terminated, null
and void and without further obligation of the parties hereto. If such written notice is not served
within the time specified, Purchaser shall be deemed to have waived this contingency and
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Purchaser shall be deemed to have elected to proceed with the purchase of the Real Estate
pursuant to the terms of this agreement and this agreement shall remain in full force and effect.
DATED: , 2013.
CITY OF EL WILHELMI FAMILY REVOCABLE
FAMILY TRUST /
y By
ity Manager
Attest:
. ._.._................
........................ .....................__................... ............._._.... ............ .._......._.
City Clerk
150 Dexter Court c/o Vincent and Kathleen Wilhelmi
Elgin, Illinois 60120-5555 832 Oak Street
Attention: City Manager Elgin, Illinois 60123
with a copy of any notice to: with a copy of any notice to:
William A. Cogley f(v-
Corporation Counsel 91 ,C
City of Elgin 5
150 Dexter Court 01
Elgin, IL 60120-5555
847-931-5655 (phone)
847-931-5665 (facsimile)
r:1Legal Dept\Real EstatelRE-Sales Contract-260 N State.docx
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EXHIBIT A
Legal description of 260-262 N. State Street, Elgin, Illinois 60123, Permanent Index Number
06-14-204-005,per survey to be inserted.
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.._..... ..
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