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Resolution 2013-11 i Resolution No. 2013-.—J-� A RESOLUTION APPROVING A REAL ESTATE PURCHASE AND SALE AGREEMENT (Highway conveyance — Northwest corner of Route 34 and Beecher Road) BE IT RESOLVED, by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows : Section 1. That the REAL ESTATE PURCHASE AND SALE AGREEMENT I attached hereto and made a part hereof by reference as Exhibit A, is hereby approved, I and Bart Olson, City Administrator, be and are hereby authorized to execute said Agreement on behalf of the United City of Yorkville. Section 2. This Resolution shall be in full force and effect upon its passage and approval as provided by law. I I i I Passed by the City Council of the United City of Yorkville, Kendall County, I inois this 1 day of It4 a C4 , 2013 . CITY CLERK CARLO COLOSIMO KEN KOCH JACKIE MILSCHEWSKI LARRY KOT i i CHRIS FUNKHOUSER ._-.--- JOEL FRIEDERS i 1 / ROSE ANN SPEARS DIANE TEELING I Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this o? j day of M A `/ , 2013 . MA Resolution No . 2013- Page 1 REAL ESTATE PURCHASE AND SALE AGREEMENT }s 1vhe. This GREEMENT "Agreement") is made this 2 day My, 2013 between • ; ,,,, ("Seller"), and THE UNIT D CITY OF YORKVILLE, a Mu icipal corporation of the County of Kendall, State of Illinois ("Purchaser") RECITALS WHEREAS,Purchaser and Seller have,negotiated the terms and provisions applicable to the Sale and Purchase of a vacant parcel of land containing 1.08 +/- acres, more or less depicted and legally described on the attached Exhibit A; and WHEREAS,Purchaser, through Bart Olson,its City Administrator, is the City's designated agent for purposes of execution of this Agreement; and WHEREAS, Seller desires to sell, and Purchaser desires to buy, the real estate hereafter described, at the price and on the terms and conditions hereinafter set forth. WITNESSETH NOW,THEREFORE,in consideration of mutual covenants hereafter set forth, and other good and valuable consideration,the receipt and sufficiency of which are mutually acknowledged by Seller and Purchaser it is agreed by and between the parties as follows: 1. Purchase and Sale-Purchase Price. Purchaser agrees to purchase, and Seller agrees to sell, on the terms and provisions set forth herein,the real estate depicted and legally described on the attached Exhibit A(the "Property"), and the aforesaid Property is sold and purchased in its present "as is" vacant, unimproved condition, for a Purchase Price of Seventy Thousand Five hundred Sixty Dollars ($70,560.00) ("Purchase Price"), subject and according to the terms and conditions set forth in this Agreement. 2. Payment of Purchase Price (a) Purchaser represents and warrants to Seller that Purchaser has reserve funds on deposit to pay the Purchase Price, at the Closing,by wire transfer or certified check. (b) Seller, in reliance of Purchaser's representation and warranty,hereby waives the deposit of Earnest Money. (c) Purchaser and Seller accept the foregoing 2 (a) and 2(b) as sufficient consideration hereunder. 3. Title/Conveyance. Permitted Title Exceptions. Seller agrees to convey the Property to Purchaser free and clear title thereto by recordable Warranty Deed (or Trustee's Deed if title to the Property is held by a Trustee) , as of the Closing, with said Deed to be subject only to the following listed title exceptions ( "Permitted Title Exceptions ") : (A) Extended, but unbilled and not due general real estate taxes to the date of Closing and subsequent years ; and (B) Liens of record caused by Seller, which lien/s shall be released via the Closing. 4 . Evidence of Title. (a) Title Commitment. Seller, at its cost shall deliver, or cause to be delivered to Purchaser or Purchaser's attorney, within ten ( 10) business days after the date of this Agreement, a Title Commitment for an Owner's Title Insurance Policy with extended coverage issued by Chicago Title Insurance Company, ( "the Title Insurer" ) in the amount of the Purchase Price, covering title to the Property on or after the date hereof, showing title to the Property in the j Owner/s of Record Seller, subject only to the foregoing Permitted Title Exceptions . The Title Commitment shall be conclusive evidence of good title as therein shown as to all matters to be insured by the policy, subject only to the exceptions as therein stated . (b) Unpermitted Title Exceptions . If the Title Commitment, discloses either unpermitted exceptions or boundary overlaps , unpermitted easements, or encroachments, ( " Title Defects ") Seller shall have thirty-five (35) days from the date of delivery thereof to have the exceptions removed from the Commitment or to correct such Title Defects or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such exceptions or Title Defects and, in such event, the time of Closing shall be thirty-five (35) days after delivery of the Commitment, or the Closing Date as specified in paragraph 6, whichever is later. If Seller fails to have the exception/s removed, or correct any Title Defects , or in the alternative, to obtain for the Commitment for Title Insurance specified above waivers as to such exceptions, within the specified time, Purchaser may terminate this Agreement or may elect, upon notice to Seller within ten ( 10) days after the expiration of the Thirty-five (35) 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 Agreement shall become null and void without further action of the parties . I I 5 . Survey. Seller shall not be required to obtain a survey. 6 . Escrow Closing and Prorations . The Closing on this transaction shall be as agreed to by the attorneys for Seller and Purchaser; or at such earlier, or later date, as agreed upon in writing by the Purchaser and Seller, or by their attorneys, provided all conditions hereof have been fulfilled, and this Agreement has not been terminated pursuant to Seller's default, or by Purchaser pursuant to the provisions hereof. 2 (a) Closing. Unless agreed to by the attorneys, this transaction shall be closed through an Escrow with the Title Insurer, in accordance with the general provisions of the usual form of deed and money escrow agreement then in use by the Title Insurer, with such special provisions inserted in the Escrow Agreement as may be required to conform with this Agreement. On the creation of such escrow, anything herein to the contrary notwithstanding, payment of the Purchase Price and delivery of Deed shall be made through the Escrow and this Agreement and the Earnest Money shall be deposited in the Escrow. The cost of the Escrow shall be divided by Purchaser and by Seller. II 7 . Broker' s Commission. (a) Purchaser represents that Purchaser has not contacted any broker and has not engaged a real estate broker in the connection with the execution of this Agreement, or in connection with the acquisition of the Property. Purchaser represents that, as a consequence of Purchaser's execution of this Agreement, and as a consequence of the intended Purchase, no broker shall be entitled to a commission at the Closing, or otherwise, as a consequence of Purchaser's actions . (b) Seller represents that Seller has not contacted any broker and has not engaged a real estate broker in the connection with the execution of this Agreement, or in connection with the sale of the Property. Seller represents that, as a consequence of Seller's execution of this Agreement, and as a consequence of the intended sale, no broker shall be entitled to a commission at the Closing, or otherwise, as a consequence of Seller's actions . i 8 . Representations, Warranties and Covenants of Seller. Seller hereby snakes the following representations, warranties and covenants to and with Purchaser, each of which representations, warranties and covenants are material and true as of the date hereof and which shall continue to be true at the Closing and shall where applicable survive the Closing : (a) There is not pending or, to the best of Seller's knowledge any threatened, litigation or proceedings before any court, tribunal or other governmental agency respecting the Property, or the ownership of the Property by Seller. Seller will advise Purchaser of any notice or summons or complaint Seller receives of the commencement of any litigation or like proceeding respecting the Property or Seller's ownership of the Property. (b) Seller's execution of and performance under this Agreement is pursuant to authority validly and duly conferred upon Seller. Seller has the right and authority to perform all of his obligations hereunder without obtaining any further consents from any partners, creditors , investors, judicial bodies, administrative agencies, governmental authorities or others . Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986 , as amended. (c) There are no leases affecting any portion of the Property and there exists no contracts, verbal or written, including without limitation, service contracts or maintenance contracts, affecting the Property, which will 3 I I i survive the Closing. i (d) i) Seller hereby agrees that Purchaser shall have twenty one (21 ) business days after Purchaser's receipt of this Agreement, executed by Seller ( " Feasibility Period " ) to use whatever efforts, at Purchaser's sole cost, it deems necessary to satisfy itself, by visual examination and physical inspection of the Property, that all physical aspects and conditions of the Property are acceptable to Purchaser. If Purchaser is not satisfied, in its sole and absolute discretion, with respect to the physical aspects and conditions of the Property, Purchaser shall have the right to terminate this Agreement by delivering a written notice of such termination to Seller on or before the last day of the Feasibility Period, in which event all obligations of the parties hereunder shall cease and this Agreement shall be of no further force and effect. If Purchaser fails to deliver to Seller, on j or before the expiration of the Feasibility Period, such a written notice of termination, then Purchaser shall be deemed to have waived its right to terminate this Agreement and all other provisions of this Agreement shall remain in full force and effect . ii) Purchaser shall indemnify and hold Seller free and harmless of any claim asserted against Seller as a consequence of Purchaser's agent's access to the Property, provided no duty of indemnification shall extend to any claim based upon the pre-existing condition of the Property. i iii) Purchaser, and Purchaser's Agents, are granted the license of access to the Property, during the Feasibility Period, and Purchaser may inspect the Property immediately before the Closing (the " Closing Inspection") , 9 . Conditions to Purchaser' s Obligation to Close. Purchaser shall not be obligated to proceed with the Closing unless and until each of the following conditions has been either fulfilled or waived by Purchaser : I (a) There shall have been no uncured breach of any material representation, warranty or covenant given by Seller herein which was untrue as of the date hereof or as of Closing. Seller shall have a period of fifteen ( 15) days to cure a breach under this subparagraph (a) , such cure period to com- mence upon the date of Seller' s receipt of written notice from Purchaser that such breach exists . (b) This Agreement shall not have been previously terminated pursuant to any other provision hereof or by reason of any default by Seller. (c) Seller shall be prepared to deliver to Purchaser all instruments and docu- ments to be delivered to the Title Insurer and Purchaser, at the Closing, pursuant to Paragraph 11 or any other provision of this Agreement. I (d) There shall not exist any environmental contamination of the Property or other environmental condition of the Property unacceptable to Purchaser whereby Purchaser has terminated this Agreement. I 4 I i 10 . Conditions to Seller' s Obligation to Close. Seller shall not be obligated to proceed with the Closing unless and until each of the following conditions has been fulfilled or waived by Seller : (a) Purchaser or the Title Insurer shall be prepared to pay to Seller the Net Purchase Price to be paid to Seller at the Closing pursuant to the provisions of this Agreement and the Closing documents ; (b) This Agreement shall not have been previously terminated pursuant to any other provision hereof or by reason of any Purchaser default. j 11 . ClosinI4 Deliveries. (a) At the Closing, Seller shall deliver or cause to be delivered to Purchaser, through the escrow each of the following : (i) The Deed to the Property provided for in Paragraph 3 hereof, (ii) A certificate in the form approved by the United States Internal Revenue Service relating to Seller's representation contained in Paragraph 8 (c) that it is not a " foreign person; " (iii) An Affidavit of Title to Purchaser, and an ALTA Statement to Purchaser and to the Title Insurer, certifying that there are no tenants or manager of the Property and that Seller has not performed any work on the Property or ordered any materials therefor which would give rise to a mechanic's lien against the Property; (iv) Such other documents and instruments as maybe specifically required � by any other provision of this Agreement or as may reasonably be required to carry out the terms and intent of this Agreement. (b) At the Closing, Purchaser shall deliver or cause to be delivered to Seller, through the escrow each of the following : (i) The Net Purchase Price due to Seller per the Closing Statement as approved by the Seller's and Purchaser's attorneys, which Closing j Statement will contain all prorations for recording releases of Seller's liens, and other credits to Purchaser for the payment of Seller's Closing expenses, if any, which are to be paid via the Closing; and (ii) Such other documents and instruments as may be specifically required by any other provision of this Agreement or as may reasonably be required to carry out the terms and intent of this Agreement. i 12 . Expenses . At the Closing the expenses shall be paid as follows : (a) One half ( 1 /2) of escrow fees, all Title charges for an Owner's Policy and all other Seller's closing costs, charges and expenses, shall be borne and paid by Seller. Purchaser represents that the conveyance provided for herein is an Exempt transaction pursuant to 35ILCS 200/31 -45 (B) (i) . and that no real 5 estate transfer taxes shall be payable to the State of Illinois, the County of Kendall, or the Purchaser as a consequence of this conveyance. (b) One half ( 1 /2) of escrow fees, and charges for recording fees for the Deed, shall be paid by Purchaser. (c) Seller shall pay any recording charges for release documentation or title clearance matters caused by Sellers lien/s or Seller's Title Defects . i (d) Each party shall pay its own respective attorneys' fees and costs . 13 . Inspection/Access . Purchaser and Purchaser's designated agents and representatives shall be permitted reasonable access of the Property prior to Closing for the Feasibility Period and the Closing Inspection as provided for in this Agreement, provided Purchaser shall indemnify and hold Seller free and harmless from any claim which arises as a consequence of the exercise of such rights of access, as provided in paragraph 8 . (e) (ii) . 14. Miscellaneous Provisions . (a) This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous written or oral agreements, undertakings, promises, representations, warranties or covenants not contained herein, all of which prior agreements are hereby terminated and of no force or effect. i (b) This Agreement may be amended only by a writing executed by both Purchaser and Seller. (c) This Agreement may not be assigned by Purchaser or Seller, nor shall Seller assign its interest in this Agreement or the net proceeds, unless Seller utilizes such assignments in connection with a Like-Kind Exchange pursuant to Sections 1031 of the Internal Revenue Service Code. i (d) No waiver of any provision or condition of this Agreement by either party shall be valid unless in writing signed by such party. No such waiver shall be taken as a waiver of any other or similar provision or of any future event, act, or default. i (e) In the computation of any period of time provided for in this Agreement or by law, the day of the act or event from which said period of time runs shall be j excluded, and the last day of such period shall be included, unless it is a Saturday, Sunday, or legal holiday, in which case the period shall be deemed to run until the end of the next day which is not a Saturday, Sunday, or legal holiday. (f) In the event that any provision of this Agreement shall be unenforceable in I whole or in part, such provision shall be limited to the extent necessary to render the same valid, or shall be excised from this Agreement, as circum- stances require, and this Agreement shall be construed as if said provision had i 6 been incorporated herein as so limited, or as if said provision had not been included herein, as the case may be . (g) Headings of paragraphs are for convenience of reference only, and shall not be construed as a part of this agreement . (h) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto , and their respective lawful successors . (i) Whenever a written notice is required or permitted pursuant to this Agreement notice shall be delivered pursuant to this clause, with telecopy facsimile sent to the indicated telecopy numbers when notice is delivered to the courier, or deposited for delivery by the U . S . Postal Service. All notices required or desired to be given hereunder shall be deemed given if and when delivered personally, or on the day of being deposited with a national overnight courier service, or on the day of being deposited in the Untied States certified or registered mail, return receipt requested, postage prepaid, addressed to a party at its address set forth below, or such other address as the party to receive such notice may have designated to all other parties by notice in accordance herewith : If to Purchaser: The United City of Yorkville 800 Game Farm Road Yorkville, Illinois 60560 Telephone: 630- 553 - 8537 Attention : Bart Olson, City Administrator With a copy to : Kathleen Field Orr Kathleen Field Orr & Associates 53 West Jackson Blvd. Suite 935 Chicago, Illinois 60604 Telephone : 312-382 -2113 If to Seller: Owner of Record (Tele : (FAX : With a copy to : I (Tele : j (FAX : (j ) Time is of the essence of this Agreement. (k) Purchaser shall have the license of access to mow the grass and ground cover on the Property, at Purchaser' s sole cost, to the date of Closing, or the date of termination of this Agreement, whichever occurs first. 7 SELLER: OWNER OF RECORD, or Owner o ecord's duly authorized Agent. By: Its:�rew�c�.v��e�s. l�c�ntr�1 �ar}ner Date: )V1 e , 2013 PURCHASER: United City of Yorkville, a Municipal corporation of the County of Kendall, State of Illinois By: Its: Bart Olson, City Administrator Date: 2013 8 Exhibit A - . © T "}��- ■jam■ HIGHWAY y74�J''(H'� V. © �'.jt.'.(j. _. _ SEC ly - PotA+siSrd pprFisnk 3611UJ189 �.4 .l FOR CONVEYANCE T ■ ' � 1l11 \ i stri iR>1 �3b�i• S(ri Pn9Ir�aAng Con�tr11cg1 • SECA+AsmatR31+ + SEC Plvtnlnp ILLINOIS I�QI`J`I'L+ 34 75a J014 aG1,Y,vk ra, .7c t r�9i `•1J T6F91 84-7 657 .{8 wxw++kG�*urt'4avn aev�s+�.a�.un IN THE UNITED CITY OF YORKVILLE, N "AM, ",& Wrar-COviii�.�ts�a BRISTOL III KENDALL CO. , ILLINOIS "�' P107 4XnfYAn4"t [ GRAPHIC SCALE _rtin a ' s) iw { Ui FEET ) 1 InaTr .II 109 TL 1rtd K`� ts2DM � P: d.0 30 . LTh'E OF ME S€ QUARTER dE SEC7)LhY � Q —N. LINE dF THE NE Q11JARTER OF SEC71dN JO-37-7 l� 4t I E. . LINE OF ME ST 3t 7456.53 : OF SEC%ST QUARTER M �'� r�L � �©72 OF SECTION JO-.$7- 7 dFF' 75.aP L o N76t '45� TRACT NO, t ; LASALLE NATIdNAt BRNK TRUST NQ 47Pt6 *� lit 79:06' ° TOTAL AREA OF CONVEYANCE � 3.24 ACRES �'++ N0427'S0"£ N AREA TN M$TWO R,CW, _ 2, 16, ACRES `7 I 56:00 PROPOSEd R,P; W. NET AREA 1.08 ACRES .r STA: 329+45 14 I dTF 124.P0 L S85:T2'1i 1748.26` A.O. . u5 _ M46 J6'419T 1 Tt5J0Q £Xl5T7NCRow. %J8532yQ'ly 66.09' 1 STA: 310+81.53 Q `f°y— — {� —s t8T500' PJDRINERL } R. tJ }} LINE dt`F': 50.00 L S 1 14'!2" MICAj70N R CO L1NEI0F�QUT> 3� l -'—'�-t- 320+0p JUNE 3, t942 IN 9 0E01CA77dN REGPRPEO JPIAE 3 942 !N f3W 98 OF L!„S R0U7T' 34 4-£R IJEO(CA7TPN RECQ?dEfj 7447' t N8513 2'100w W 98 PG 1TT + 4 2s+0.i9�' PFF 75.40 ( a SQt74'T2” IS J2 + 6. 54.25 + CFF 50,00 L I 1 srAiE De tLtevrxs � !` WUNTY OF KENDALL . L CRAIG L. DAY, XILMS PRarMAYAL LANG SURVEyas? NUMBER 335? 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