Resolution 2017-23 Resolution No. 2017-.9U1
A RESOLUTION OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY,
ILLINOIS,APPROVING A REAL ESTATE SALE CONTRACT AND THE
EXECUTION OF A LOAN COMMITMENT LETTER
WHEREAS, the United City of Yorkville, Kendall County, Illinois (the "City") is a duly
organized and validly existing non home-rule municipality created in accordance with the
Constitution of the State of Illinois of 1970 and the laws of this State; and,
WHEREAS,the City is authorized to purchase real estate for public purposes pursuant to
Section 11-61-3 of the Illinois Municipal Code, 65 ILCS 5/11-61-3.
WHEREAS, the City desires to purchase certain real property commonly known as 102
E. Van Emmon Street, Yorkville, Illinois 60560 (the "Subject Property"), as legally described on
Exhibit A hereto; and,
WHEREAS, the current owner is willing to sell the Subject Property to the City for the
sale price of$1,170,000.00; and,
WHEREAS, in order to fund the purchase of the Subject Property, the City requires a
commercial loan in the amount of$800,000; and,
WHEREAS, First National Bank is willing to provide a loan to the City in the amount of
$800,000 on the terms contained in the Loan Commitment attached hereto and made a part
hereof; and,
WHEREAS, the Mayor and City Council of the City have determined that it is in the
best interests of the City and its citizens to obtain a loan from First National Bank in the amount
of$800,000 and to purchase the Subject Property for the above stated sale price.
NOW, THEREFORE,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 Sale Contract attached hereto and made a part hereof, is
hereby approved and the Mayor and City Clerk are hereby authorized to execute and deliver and
to undertake any and all action as may be required to implement the terms of said Contract on
behalf of the United City of Yorkville.
Section Z That the Loan Commitment attached hereto and made a part hereof is hereby
approved and the Mayor and City Clerk are hereby authorized to execute and deliver the Loan
Resolution No.2017-a 3
Page 1
Commitment and all documents necessary to secure a loan under the terms and conditions
contained in the Loan Commitment and to undertake any and all action as may be required to
implement the terms thereof on behalf of the United City of Yorkville.
Section 3. This Resolution shall be in full force and effect from and after its passage and
approval as provided by law.
Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this
( day of l L , 2017.
CITY CLERK
CARLO COLOSIMO _� KEN KOCH y
JACKIE MILSCHEWSKI Y ARDEN JOE PLOCHER y
CHRIS FUNKHOUSER Y JOEL FRIEDERS RE('MSEb
SEAVER TARULIS Y DIANE TEELING Y
Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this
024 day of APRIL. , 2017.
W,/b
Mayr f
Attest:
Ci Cler
Resolution No.2017- oZ 3
Page 2
LOAN CONIlVIITMENT
April 17,2017
The United City Of Yorkville
800 Game Farm Road
Yorkville,IL 60560
Dear Rob,
First National Bank is pleased to inform you that we have approved The United City of Yorkville's loan
request for the purchase of real estate at 102 E Van Emmon Street,Yorkville IL 60560.This commitment is
subject to the following terms and conditions.
Borrower(s): The United City of Yorkville
Loan Amount: $800,000
Use of Proceeds: Purchase property at 102 E Van Emmon Street,Yorkville IL 60560
Interest Rate(s): Tax Exempt of 3.00%fixed for 48 months.
Term of Loan: Fully amortized over 48 months with annual principal/interest payments due
starting April 1,2018
Collateral: Unsecured j
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Fees/Charges: First National Bank will charge an origination fee of$500 on the term loan.We
will seek reimbursement of any third party fees charged to the bank that are
associated with proper perfecting and documenting of the loan.
Other Conditions: Letter from The United City of Yorkville's Attorney stating that the loan
qualifies for tax-exempt status.
Expiration Date: We will require that the loan close no later than May I e,2017
Documentation: Lender will require that all documentation associated with this financing be in
form and substance acceptable to the Bank.We will require outside counsel to
review the paperwork prior to closing.
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The foregoing loan conditions need to be met before or at closing or the Bank may withdraw its
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commitment without liability for so doing.
E
First National Bank will consider this commitment withdrawn if the loan commitment is not signed by April
306'2017. This commitment is issued in reliance upon the representations of fact submitted by you to First
National Bank. In the event of either:(1)discovery by First National Bank hereafter of any fact which,if
known at the date hereof would have prompted the withholding of this commitment;(2)discovery by First
National Bank of any misrepresentation of any fact contained in your loan application and/or any other
written documentation you have submitted to First National Bank in support of your loan application;or(3)
the occurrence hereafter of any change of material fact or circumstance upon which this commitment is
based, First National Bank may withdraw and terminate this commitment, all without any liability for so
doing,and in such event,this commitment shall thereupon be of no further force and effect whatsoever.
The City is not legally bound by this commitment until all terms of the loan/documents have been
negotiated and agreed to. In addition the City is not bound until the purchase of the real estate has been
completed.
Please acknowledge your acceptance of these terms and conditions by signing and returning one copy of
this letter to First National Bank at 109 West Veterans Parkway,Yorkville IL 60560.
Rob, thank you for providing First National Bank with the opportunity to assist The United City of
Yorkville with its financing needs. If you should have any questions or concerns regarding this
commitment,please do not hesitate to contact me at 630-553-6070.
Regards.
V4ZA--
L,Zon R-Hanson
Commercial Banker
First National Bank '
109 West Veterans Parkway
Yorkville IL 60560
630-553-6070
Stan Fr
Seni anager Commercial Banking
First ational Bank
109 West Veterans Parkway
Yorkville IL 60560
815-234-0542
The undersigned hereby accepts this commitment and agrees to the terms and conditions contained herein:
)tril
Date: r —7
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REAL ESTATE SALE CONTRACT
THIS REAL ESTATE SALE CONTRACT (the "Contract") is dated
Al2-C11 g57 ,2017(the"Date of Acceptance"), and is by and between the United City
of Yorkville, endall County, Illinois ("Purchaser") and Imperial Investments, LLC, an Illinois
limited liability company("Seller").
1. Real Estate. Seller shall transfer, assign, sell, and convey or cause to be transferred,
assigned, sold, and conveyed to Purchaser all of Seller's interest in the land ("the Land") in
Kendall County, Illinois, legally described on Exhibit A hereto (which Land is commonly known
as 102 E. Van Emmon Street, Yorkville, Illinois, and which has a permanent real estate tax
identification number as shown on Exhibit A), an approximately 8,400 sq. foot building with
parking ("the Building") and all other improvements on the Land (collectively, the
"Improvements")together with all of Seller's rights,titles, and interests, if any, in and to:
A. all easements, party walls, rights of way, privileges, appurtenances, and rights to
the same,belonging to or inuring to the benefit of the Land;
B. all streets, alleys, or other public ways adjacent to the Land, before or after
vacation thereof; and
C. all fixtures, contents and other personal property located in the Building or on the
Real Estate.
The Land, the Building, the Improvements, and other real property interests to be conveyed as
aforesaid are collectively referred to herein as "the Real Estate." The conveyance of the Real
Estate shall be by a recordable warranty deed with release of homestead rights, if any, subject
only to Permitted Exceptions as defined in Paragraph 3.C.
2. Purchase Price; Earnest Money.
A. The purchase price to be paid by Purchaser to Seller at Closing for the Real Estate
("the Purchase Price") shall be $1,170,000.00, less any and all prorations and adjustments, if any
(as defined and described in Paragraph 7 of this Contract).
B. Simultaneous with the execution of this Contract, Purchaser will deliver to the
Seller the sum of$10,000, ("the Earnest Money"). The Seller shall hold and retain the Earnest
Money, in trust, and shall disburse the same in accordance with the terms and conditions
contained in this Contract. If this Contract is terminated, the Earnest Money (along with any
interest) shall be disbursed to Seller or Purchaser, as applicable, in accordance with the terms
hereof
3. Title Insurance; Permitted Exceptions; Survey.
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A. Not later than 10 days after execution of this Contract, Seller shall deliver or
cause to be delivered to Purchaser, at Seller's expense, a commitment ("the Commitment") by a
Title Insurance Company (the "Title Insurer" or the "Escrow Agent") to issue a current form
ALTA owner's title insurance policy (the "Owner's Title Policy"), in the amount of the Purchase
Price, covering title to the Real Estate, subject to the Permitted Exceptions.
B. Not later than 14 days after execution of this Contract, Seller, at its own expense,
shall furnish Purchaser with an ALTA survey of the Real Estate, dated after the date of this
Contract, made by an Illinois licensed surveyor, in accordance with ALTA/ACSM land title
survey requirements and sufficient to allow the Title Insurer to provide "extended coverage",
containing Table A numbers 1-5, 7(a), 7(b), 7(c), 8, 9, 11, and 14, and as otherwise required by
Purchaser's lender or the Title Insurer ("Survey"), and verifying whether the Property is in a
flood zone, and certified to the Purchaser, its lender (if any) and the Title Insurer. The Survey
shall indicate the total square footage of the Land, location of all improvements upon the Land,
including fences, walks, drives and parking areas, and of all easements, building lines, set-back
requirements and rights-of-way, recorded or visible.
C. The following matters shall be permitted exceptions to title insurance coverage
("Permitted Exceptions"):
1) general exceptions set out in the Commitment;
2) Property Taxes for the Current Tax Period and subsequent years,
including,but not limited to, any lien securing the payment thereof;
3) any other matter (including encroachments and liens and encumbrances of
a definite and ascertainable amount) over which the Title Insurer will issue an
endorsement or against which Purchaser will be indemnified by the Title Insurer,
provided that the same is acceptable to Purchaser;
4) all reservations, exceptions, covenants, conditions, restrictions,
agreements, easements, setback lines and other matters of record which are disclosed in
the Title Commitment and to which Purchaser has not objected;
5) zoning regulations and other governmental laws, rules, regulations, codes,
orders and directives affecting the Property;
6) unrecorded easements, discrepancies, boundary line disputes, overlaps,
shortages in area, encroachments and other matters which are disclosed by Seller to
Purchaser and to which Purchaser has not objected;
7) the rights that the public and upper and lower riparian owners have in any
waters present on the Real Estate; and
8) matters arising as a result of the acts or omissions of Purchaser or any of
its Affiliates, agents, employees, contractors or representatives.
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D. If the Commitment discloses exceptions (including disclosure that Seller is not in
title to the Real Estate), if the legal description on the Survey does not match that on the
Commitment, or if the Survey discloses encroachments, boundary line disputes, or other matters
which do or may render title to the Real Estate unmarketable (herein referred to as "survey
defects"), Purchaser shall have 5 Business Days from the date of delivery thereof to provide
Seller with a written notice (the "Purchaser's Objections Notice") of any matters on the
Commitment or the Survey to which Purchaser objects (the "Purchaser's Objections"). If
Purchaser fails to deliver Purchaser's Objections Notice within such 5 Business Day period,
Purchaser shall be deemed to have waived any objections to and accepted the Commitment and
the Survey. Within 5 Business Days after Seller's receipt of the Purchaser's Objections Notice
(the "Seller Objection Response Period"), Seller shall provide written notice to Purchaser as to
whether Seller will cure any of the Purchaser's Objections or refuse to cure the Purchaser's
Objections (the "Seller's Response Notice"). In no event shall Seller be obligated to cure any of
the Purchaser's Objections. If Seller fails to deliver the Seller's Response Notice within the
Seller Objection Response Period, Seller shall be deemed to have elected not to cure the
Purchaser's Objections. In the event Seller elects, or is deemed to have elected, not to cure any
of Purchaser's Objections, then Purchaser shall have the right, by written notice delivered to
Seller within 10 Business Days after the expiration of the Seller's Objection Response Period
(the "Purchaser's Election Notice"), to either (i) waive the Purchaser's Objections which Seller
shall not cure and proceed to Closing, in which event each of such Purchaser's Objections shall
be deemed a Permitted Exception, or (ii) terminate this Contract, in which event the Earnest
Money shall be refunded to Purchaser and the parties shall have no further rights or obligations
hereunder. In the event Purchaser fails to deliver the Purchaser's Election Notice to Seller within
10 Business Days after the expiration of the Seller's Objection Response Period, then Purchaser
shall be deemed to have elected to waive the Purchaser's Objections and proceed to Closing. All
of Purchaser's Objections that are waived, or deemed to be waived by Purchaser shall become
Permitted Exceptions. In the event Seller elects to cure any of Purchaser's Objections, Seller
shall complete the cure of such Purchaser's Objections on or before the Closing Date.
E. At the Closing, Seller shall deliver to Purchaser evidence that Purchaser will
receive from the Title Insurer, at Seller's expense, a current form ALTA owner's title insurance
policy insuring the fee simple interest of Purchaser in the Real Estate in the amount of the
Purchase Price and subject to the Permitted Exceptions.
4. Purchaser's Conditions Precedent to Closing.
A. A precondition to Purchaser's obligation to consummate the purchase of the Real
Estate is Purchaser's satisfaction with the results of one or more inspections of the
Improvements. Purchaser, or persons selected by Purchaser, shall make such inspection or
inspections at a reasonable time or at reasonable times within 15 days of the Date of Acceptance
(the"Due Diligence Period"). Seller shall allow Purchaser, and all persons selected by Purchaser
to make any of such inspections,unrestricted access to the Land and Improvements at reasonable
times for the purpose of making such inspections.
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Purchaser and its agents, employees, contractors and representatives shall have the right to enter
upon the Real Estate for purposes of performing inspections, surveys, environmental audits and
other similar activities during the Due Diligence Period; provided Purchaser and Purchaser's
agents, employees, contractors or representatives shall adhere to the following requirements:
(i) Before Purchaser (or any of its agents, employees, contractors or representatives)
may enter upon the Real Estate, Purchaser shall give as much notice as reasonably
possible under the circumstances. Seller may accompany Purchaser and its agents,
employees, contractors and representatives while they are on the Real Estate.
(ii) Purchaser shall repair all damage to the Real Estate resulting from Purchaser's
exercise of its rights under this Paragraph 4(A) or caused by Purchaser (or any of its
agents, employees, contractors or representatives)prior to Closing.
(iii) Purchaser shall indemnify, defend and hold harmless Seller from and against all
claims, demands, actions, lawsuits, liabilities, damages, costs and expenses (including,
but not limited to, court costs, litigation expenses and attorneys' fees) arising as a result
of Purchaser's activities on the Real Estate prior to the Closing, except to the extent the
same are directly due to the negligence or willful misconduct of Seller or any of its
agents, employees, contractors or representatives.
(iv) In the event Purchaser conducts a Phase II environmental investigation of the Real
Estate(the"Phase II"), Purchaser agrees (a)that it will hold all information relating to the
Phase II in confidence, (b)that it will not disclose any information pertaining to the Phase
II to any third party, other than its representatives who have a need to know such
information in connection with the discussions concerning the acquisition of the Real
Estate, (c) that it will not use or permit its representatives to use any such information for
purposes other than in connection with the discussions concerning the acquisition of the
Real Estate, and(d)that it will not provide a copy of the Phase II or otherwise disclose or
communicate the results of the Phase II to the Seller without the Seller's express written
consent. The confidentiality obligation shall not apply to (x) information which becomes
generally available to the public, other than as a result of a disclosure by Purchaser; (y)
information which can be shown by Purchaser to have already been known to Purchaser on
a nonconfidential basis prior to the commencement of the Phase II; or(z)information which
becomes available to Purchaser on a nonconfidential basis from a third party not involved in
the Phase II. In the event that Purchaser is requested or required (by oral questions,
interrogatories, requests for information or documents, subpoenas, civil investigative
demand or similar process) to disclose any of the information, it is agreed that Purchaser
provide Seller with prompt notice of such request(s), so that Seller may seek an appropriate
protective order or, if appropriate, waive Purchaser's compliance with the confidentiality
obligation. It is further agreed that, if in the absence of a protective order or the receipt of a
waiver hereunder, Purchaser is nonetheless, in the opinion of Purchaser's counsel, legally
compelled to disclose the information, Purchaser may disclose such information to the
extent legally required.
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B. A precondition to Purchaser's obligation to consummate the purchase of the Real
Estate is that Seller shall not file a petition in bankruptcy, make an assignment for the benefit of
creditors, or otherwise declare itself to be insolvent, and shall not be the subject of an involuntary
petition in bankruptcy or similar insolvency proceeding unless Seller reasonably persuades
Purchaser that such involuntary proceeding will be vigorously contested and promptly dismissed
or discharged. If there is more than one Seller, this provision shall apply to each Seller.
C. A precondition to Purchaser's obligation to consummate the purchase of the Real
Estate is that Seller delivers to Purchaser at Closing all documents and deliveries which Seller is
required by the terms of Paragraph 8(B) of this Contract to deliver to Purchaser at Closing.
D. A precondition to Purchaser's obligation to consummate the purchase of the Real
Estate is that the Building and other Improvements shall be maintained by Seller. Seller shall
maintain the Real Estate in its present condition, normal wear and tear excepted.
E. A precondition to Purchaser's obligation to consummate the purchase of the Real
Estate is that each representation and warranty made by Seller herein shall be true and complete
in all material respects as of the Closing Date, and Seller shall not have failed to disclose any
information necessary to make such representation or warranty, in light of the relevant facts and
circumstances,not materially misleading.
F. A precondition to Purchaser's obligation to consummate the purchase of the Real
Estate is that Seller shall have complied with and performed all of Seller's representations and
warranties as provided in Paragraph 12 hereof.
G. A precondition to Purchaser's obligation to consummate the purchase of the Real
Estate is that Purchaser has secured, within 21 days of the Date of Acceptance, a firm written
commitment for a commercial loan in the amount of$800,000.00, or such lesser amounts that
Purchaser shall accept, with all terms of said commercial loan acceptable to Purchaser in
Purchaser's sole discretion(the "Loan Commitment"). Purchaser shall execute all documents and
provide all information so that Purchaser's lender can issue the Loan Commitment and close the
transaction. The Parties may mutually agree to extend the period to obtain the Loan
Commitment. If Purchaser makes a good faith effort but is unable to obtain the Loan
Commitment, then Purchaser may cancel the Contract in which event the Earnest Money shall be
refunded to Purchaser and the Parties shall have no further rights or obligations hereunder.
H. A precondition to Purchaser's obligation to consummate the purchase of the Real
Estate is that the Real Estate appraise for not less than the Purchase Price, as determined by
Purchaser's lender's appraiser; provided, however, that the appraisal shall be completed prior to
the expiration of the Due Diligence Period.
I. A precondition to Purchaser's obligation to consummate the purchase of the Real
Estate is that Seller shall, within 10 Business Days of the Date of Acceptance, provide the
documents listed in Exhibit B ("Due Diligence Materials"), attached hereto and made a part
hereof,to Purchaser for review.
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J. On or before the expiration of the Due Diligence Period, Purchaser may choose to
cancel this Contract, and Purchaser may exercise this right by delivering notice of its election to
do so to Seller prior to the end of the Due Diligence Period. Once Purchaser(1) restores the Real
Estate, in a reasonable manner, to the condition which existed prior to any testing or other
activities on the Real Estate which were undertaken by or through Purchaser, and (2) discharges
all liens (as hereinafter defined) against the Real Estate resulting from Purchaser activities, the
Earnest Money shall be returned to Purchaser. If Purchaser fails to terminate this Contract by
giving written notice to Seller prior to the end of the Due Diligence Period, then Purchaser will
be deemed to have waived its right to terminate this Contract under this Paragraph 4(J).
If any one of the Purchaser Closing Conditions is not satisfied as of the date and time the Closing
is scheduled to occur, and Seller has not terminated this Contract in accordance with the terms
hereof, then Purchaser may: (i) terminate this Contract by written notice to Seller, in which case
the Earnest Money shall be returned to Purchaser; (ii) waive such Purchaser Closing Conditions
and proceed with the Closing; or (iii) if the Purchaser Closing Condition is not satisfied as a
result of Seller's breach of this Contract, seek specific performance in accordance with
Paragraph 17.
5. Seller's Conditions Precedent to Closing.
Seller's obligation to consummate the transaction contemplated by this Purchaser is contingent
upon all of the following conditions (the "Seller's Closing Conditions") being satisfied as of the
date and time the Closing is scheduled to take place under Paragraph 8:
A. Purchaser not being in default under this Contract, all of the representations and
warranties made by Purchaser in this Contract being true, accurate and complete in all material
respects as of the Closing Date. and Purchaser not having failed to disclose any information
necessary to make such representation or warranty, in light of the relevant facts and
circumstances, not materially misleading.
B. Seller's receipt of the Purchase Price from Purchaser, subject to the prorations,
credits and adjustments expressly provided for in this Contract.
C. Purchaser not having filed a petition in bankruptcy, making an assignment for the
benefit of creditors, or otherwise declaring itself to be insolvent, and not being the subject of an
involuntary petition in bankruptcy or similar insolvency proceeding.
D. Purchaser executing and delivering all of the documents required under Paragraph
8.
If any one of the Seller Closing Conditions is not satisfied as of the date and time the Closing is
scheduled to occur, and Purchaser has not terminated this Contract in accordance with the terms
hereof, then Seller may: (i) terminate this Contract by written notice to Purchaser, in which case
the Earnest Money shall be paid to Seller as the sole and exclusive remedy of Seller; or(ii)waive
such Seller Closing Conditions and proceed with the Closing. Purchaser and Seller agree that the
foregoing damages are reasonable given the circumstances now existing, including, but not
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limited to, the range of harm to Seller that is reasonably foreseeable and the anticipation that
proof of Seller's actual damages would be costly, impractical and inconvenient.
6. Pre-Closing Inspection.
Seller and Purchaser shall conduct an inspection of the Real Estate for the purpose of confirming
that the condition of the Real Estate is the same as on the date of this Contract, ordinary wear and
tear excepted and as otherwise provided above. The inspection conducted pursuant to this
Paragraph 6 shall be made at the latest reasonable time before the Closing Date.
7. Prorations and Credits.
A. Calculation. All prorations to be made under this section"as of the Closing Date"
shall be made as of the Closing Date, with the effect that Seller shall pay the portions of the
expenses and receive the portions of the income to be prorated under this Contract which are
allocable to periods prior to and including the Closing Date and Purchaser shall pay the portions
of such expenses and receive the portions of such income which are allocable to periods after the
Closing Date.
B. Property Taxes.
1. Current Tax Period. The Real Estate is being purchased by a tax exempt
unit of government and the Real Estate will be exempt from Property
Taxes as of the Closing Date. The Seller shall enter an escrow agreement
with the Escrow Agent under which Seller shall be responsible for all
Property Taxes to become due and owing for any period prior to the
Closing Date (the "Tax Escrow"). Seller represents and warrants that it
shall fully indemnify Purchaser for any Property Taxes Purchaser is
required to pay for Property Taxes accrued prior to the Closing Date. A
fully executed copy of the the Tax Escrow shall be provided to Purchaser
at the Closing as required by Paragraph 8.B.9.hereof.
2. Contest of Prior Periods. Seller agrees to cooperate and assist with any
contest or appeal by Purchaser of the Property Taxes. The parties agree to
prorate the costs thereof among them relative to the amount of time each
will own the property during the period in which the assessment reduction
shall remain in place.
C. Utilities. Seller shall pay, when due, all charges for utilities furnished to the Real
Estate prior to the Closing under any account maintained in Seller's name, and Seller shall be
entitled to retain any utility deposits made by Seller which are refundable. Purchaser shall be
responsible for making arrangements for the continuation of such utilities to the Real Estate on
the Closing Date or within 3 days thereof.
8. Closing.
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A. The consummation of the transactions described in this Contract ("the Closing")
shall occur at such location, on such date ("the Closing Date"), and at such time as Seller and
Purchaser shall agree, but no later than May 16, 2017, or as mutually agreed by the Parties in
writing.
B. At the Closing, Seller shall at Seller's expense deliver or cause to be delivered to
Purchaser the following:
1. A Warranty Deed (the "Deed"), in a form reasonably acceptable to
Purchaser, conveying the Real Estate to Purchaser, with Seller's warranties limited only
by matters which are Permitted Exceptions, accompanied by evidence of the
Commitment consistent with Paragraph 3 herein.
2. An affidavit of title, appropriately executed and acknowledged by Seller,
stating that:
a) Within 4 months preceding the Closing Date no improvements or
repairs have been made in or to the Real Estate, nor any work done, which have
not been fully paid for, no materials have been furnished or delivered to the Real
Estate which have not been fully paid for, no contract has been made or entered
into and nothing has been done, suffered, or permitted in relation to the Real
Estate the consequence of which will cause any lien or claim of lien to be made
against the Real Estate under the Mechanics Lien Act of the State of Illinois.
b) No person or entity has a right or claim of right to occupy or be
possessed of the Real Estate or any part or parts thereof other than Seller, whose
rights will terminate as of the consummation of the Closing.
C) Seller has done nothing on or subsequent to the effective date of
the most current Commitment which would render inaccurate the status of title to
the Real Estate as reported in such Commitment.
3. A non-foreign seller affidavit in accordance with the requirements of
Section 1445 of the Internal Revenue Code of 1986, as amended.
4. Transfer tax declarations for the State of Illinois, County of Kendall, and
any applicable municipality. The conveyance provided for herein is an exempt
transaction pursuant to 35 ILCS 200/31-45(b)(1) and no real estate transfer taxes shall be
payable to the State of Illinois, County of Kendall, or Purchaser as a consequence of the
conveyance of the Real Estate.
5. An ALTA statement in duplicate and all other documents required by the
Title Insurer to issue a policy of title insurance conforming to the requirements of this
Contract.
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6. Payoff letters from all holders of obligations, if any, secured by interests in
the Real Estate, effective on the Closing Date.
7. Copies of plans of the Improvements, engineering reports, maintenance
schedules and operating manuals, if any.
8. A bill of sale conveying all personal property remaining at the Real Estate
to Purchaser.
9. A fully executed copy of the Tax Escrow between Seller and the Escrow
Agent with terms acceptable to Purchaser.
C. At the Closing, the Earnest Money shall be applied against the Purchase Price and
Purchaser shall deliver or cause to be delivered to Seller, in the form of Good Funds as defined
in the Illinois Title Insurance Act,the balance of the Purchase Price,plus or minus any prorations
and adjustments provided for in this Contract
D. Seller and Purchaser shall jointly prepare a Closing Statement reciting the
Purchase Price and all credits,prorations, and adjustments thereto.
E. At or prior to Closing, Seller shall deliver to Purchaser, to the extent available and
in Seller's possession or control, originals of all warranties affecting any part of the Real Estate,
licenses, permits, drawings, certificates of occupancy, authorizations, consents and approvals
required by law and issued by any governmental authority having jurisdiction over the Real
Estate and relating thereto, as well as originals of any Due Diligence Materials previously
furnished as copies.
F.
1) At Closing, Seller shall pay: (i) 50% of the fees charged by the Title
Insurer to coordinate the Closing; (ii) the premium for the Owner's Title
Policy, including the cost of extended coverage under the Owner's Title
Policy; (iii)the cost of the survey; and(iv) all transfer taxes, documentary
stamps, intangible taxes and surtaxes due, if any, in connection with the
transfer of the Real Estate to Purchaser.
2) At Closing, Purchaser shall pay: (i) 50% of the fees charged by the Title
Insurer to coordinate the Closing; (ii) the cost of any endorsements to the
Owner's Title Policy requested by Purchaser or its lender; and (iii) all
recording charges and other similar fees due in connection with the
transfer of the Real Estate to Purchaser and the recording of the documents
described in this Paragraph 8.
3) Except as otherwise expressly provided herein, Seller and Purchaser shall
each be responsible for paying the attorneys' fees that it incurs in
connection with the transaction contemplated by this Contract and all
other costs and expenses incident to its negotiation of this Contract and to
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their performance and compliance with all agreements contained herein on
its part to be performed. In addition, Purchaser shall pay, prior to
delinquency, all expenses incurred by Purchaser in connection with its due
diligence with respect to the Real Estate (including, but not limited to, the
cost of physical inspections, environmental assessments, zoning and
permits reviews), and any financing obtained by Purchaser in connection
with its acquisition of the Real Estate.
9. Possession.
Seller shall deliver possession of the Real Estate to Purchaser as of the Closing Date. Possession
of Improvements shall be delivered in broom-clean condition. Any property left on the Real
Estate by Seller after that time shall be deemed abandoned and, at Purchaser's election, shall be
sold or discarded. Purchaser shall be entitled to keep all proceeds of sale, if any, from any such
property sold, and shall be reimbursed by Seller for any costs of removal and disposal of such
property or debris.
10. Escrow.
The transaction contemplated by the Agreement shall be closed by means of a Deed and Money
"New York Style" Escrow at the office of the Title Insurer. The attorneys for the parties are
authorized to sign the escrow instructions on behalf of the parties. This Contract shall not be
merged into the escrow agreement but the latter shall be deemed auxiliary to this Contract, and
as between the parties hereto, upon failure of the escrow or otherwise, the provisions of this
Contract shall be controlling. The cost of the deed and money escrow shall be borne equally by
Seller and Purchaser. Purchaser shall pay any escrow charges for money lender's escrow, if any.
11. Brokers.
The parties represent that no brokers other than Jason Pesola of Commercial Affiliated (the
"Broker") have been involved in this transaction. Seller is solely responsible for any
commission due the Broker and will make payment according to the Agreement between Seller
and Broker.
12. Seller's Representations and Warranties.
Seller represents and warrants to Purchaser as of the Date of Acceptance:
A. Seller is the sole and absolute owner of and has good and marketable title to the
Real Estate. Upon consummation of the Closing, Purchaser shall have good and marketable title
to the Real Estate free and clear of all liens, claims, and encumbrances.
B. There are no pending or, to Seller's knowledge, threatened condemnation or
eminent domain proceedings against all or any part of the Real Estate.
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C. There are no notices, suits, or judgments relating to violations of fire, zoning,
building, health, or other applicable codes, laws, and ordinances, or, to Seller's knowledge, any
other matters, which may result in an obligation or liability of Purchaser after Closing or, to
Seller's knowledge, which have created or might in the future create a lien against the Real
Estate, that have not been corrected or disclosed in writing to Purchaser, nor are there any threats
thereof which are known to Seller.
D. There is no litigation or proceeding pending or, to Seller's knowledge, threatened
against or relating to the Real Estate that has not been disclosed to Purchaser in writing.
E. There are no special assessments affecting the Real Estate in effect or, to Seller's
knowledge, contemplated.
F. No person or entity other than Seller is entitled to use, possession, or occupancy
of the Real Estate and, other than this Contract, no leases, options, listing agreements, or other
agreements granting or giving a right, or which may cause Seller to become obligated to grant or
give a right, to use, occupy, be possessed of, or manage the Real Estate, or any part or parts
thereof, are executed or under negotiation.
G. Environmental Matters. To Seller's knowledge, the Real Estate has not been used
as a site for the use, generation, manufacture, storage, disposal, or transportation of any
Hazardous Materials.
The term "Hazardous Materials" shall mean any substance, material, waste, gas or particulate
matter which is regulated by any local governmental authority, the State of Illinois, or the United
States Government, including, but not limited to, any material or substance which is (a) defined
as a "hazardous waste", "hazardous material", "hazardous substance", "extremely hazardous
waste", or "restricted hazardous waste" under any provision of Illinois law, (b) petroleum, (c)
asbestos, (d) polychlorinated biphenyl, (e) radioactive material, (f) designated as a "hazardous
substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Sec.1251 et seq., (g)
defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and
Recovery Act, 42 U.S.C. 6901 et seq., or (h) defined as a "hazardous substance" pursuant to
Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act,
42 U.S.C. 9601 et seq. The term "Environmental Laws" shall mean all statutes specifically
described in the foregoing sentence and all federal, state and local environmental health and
safety statutes, ordinances, codes, rules, regulations, orders and decrees regulating, relating to or
imposing liability or standards concerning or in connection with Hazardous Materials.
1. Seller represents and warrants that to the best of Seller's knowledge: (a)
neither the Real Estate nor any part thereof is in breach of any Environmental Laws, and
(b) the Real Estate is free of any Hazardous Materials that would trigger response or
remedial action under any Environmental Laws or any existing common law theory based
on nuisance or strict liability. If the foregoing representation is in any manner inaccurate
or any such warranty is in any manner breached (collectively, a "Breach"), and if such
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Breach gives rise to or results in liability(including, but not limited to, a response action,
remedial action or removal action) under any Environmental Laws or any existing
common law theory based on nuisance or strict liability, or causes a significant effect on
public health, Seller shall promptly take any and all remedial and removal action as
required by law to clean up the Real Estate, mitigate exposure to liability arising from,
and keep the Real Estate free of any lien imposed pursuant to, any Environmental Laws
as a result of such Breach.
2. Seller has received no notice that the Real Estate or any part thereof is,
and, to the best of its knowledge and belief, no part of the Real Estate is located within an
area that has been designated by the Federal Emergency Management Agency, the Army
Corps of Engineers or any other governmental body as being subject to special hazards.
H. To Seller's knowledge, the Land is not in a wetland or flood plain or otherwise
subject to regulation by any federal, State, municipal, or governmental body or
agency or subject to any act or regulation affecting flood plains or flood prone
property.
I. The execution, delivery, and performance of this Contract and the documents
ancillary thereto by Seller have been authorized by all necessary corporate action required on the
part of Seller. The individual executing this Contract on behalf of Seller has the authorization
and direction of Seller to so execute and deliver this Contract and bind Seller to the provisions
thereof and covenants and agreements contained herein.
J. Each representation and warranty made by Seller herein is true and complete in
all material respects. With respect to each representation and warranty made by Seller herein,
Seller has disclosed all information and has not failed to disclose any information necessary to
make such representation or warranty, in light of the relevant facts and circumstances, not
misleading.
13. Purchaser's Representations and Warranties.
Purchaser represents and warrants to Seller as of the Date of Acceptance:
A. (i) Purchaser is an Illinois municipal corporation, duly organized, validly existing
and in good standing under the laws of the State of Illinois, (ii) Purchaser has all power and
authority necessary for it to execute and deliver this Contract and perform its obligations
hereunder, and (iii) the execution, delivery and performance of this Contract by Purchaser does
not conflict with or constitute a breach of any contract, agreement or other instrument by which
Purchaser is bound;
B. (i) the execution and delivery of this Contract by Purchaser and Purchaser's
performance of its obligations under this Contract does not conflict with or result in a breach of
any order, judgment, writ, injunction or decree of any court, arbiter or governmental
instrumentality in any action to which Purchaser is a party as of the Date of Acceptance, (ii) the
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individual executing this Contract on behalf of Purchaser has the authorization and direction of
Purchaser to so execute and deliver this Contract and bind Purchaser to the provisions thereof
and covenants and agreements contained herein, and (iii) this Contract and any documents
executed by Purchaser pursuant to this Purchaser are binding and enforceable against Purchaser;
C. Purchaser is not a party to any pending lawsuits or governmental proceedings that
could have a material adverse effect on Purchaser's ability to perform its obligations under this
Contract;
D. Purchaser has not (i) filed any voluntary petition in bankruptcy or sought to
reorganize its affairs under the Bankruptcy Code of the United States or any other federal, state
or local law related to bankruptcy, insolvency or relief for debtors, (ii) been adjudicated as
bankrupt or insolvent, or (iii) had an involuntary petition filed against it under the Bankruptcy
Code of the United States or any other federal, state or local law related to bankruptcy,
insolvency or relief for debtors;
E. Purchaser's source of funds for the acquisition of the Real Estate will not involve
any amounts that violate or would be subject to seizure under 18 U.S.C. §§1956-1957
(Laundering of Money Instruments), 18 U.S.C. §§ 981-986 (Federal Asset Forfeiture), 21 U.S.C.
§ 881 (Drug Property Seizure), Executive Order 13224, or the USA Patriot Act; and
Each representation and warranty made by Purchaser herein is true and complete in all
material respects. With respect to each representation and warranty made by Purchaser herein,
Purchaser has disclosed all information and has not failed to disclose any information necessary
to make such representation or warranty, in light of the relevant facts and circumstances, not
misleading. Purchaser shall give Seller prompt notice of the occurrence of any event or the
receipt by Purchaser of any notice or knowledge before the Closing Date of the effect of which
would be to make a representation or warranty of Purchaser herein untrue or misleading if made
on or immediately following the occurrence of such event or the receipt of such notice or
knowledge.
14. [Intentionally Omitted]
15. Seller's Covenants.
A. Seller shall give Purchaser prompt notice of the occurrence of any event or the
receipt by Seller of any notice or knowledge before the Closing Date of the effect of which
would be to make a representation or warranty of Seller herein untrue or misleading if made on
or immediately following the occurrence of such event or the receipt of such notice or
knowledge.
B. Seller shall, after the Date of Acceptance, continue the ownership and operation
of the Real Estate in its normal course and shall not incur any obligation or do any unusual act
with respect to the ownership, management, operation, and maintenance of the Real Estate
without prior notice to and consent of Purchaser and to undertake and carry out the transactions
contemplated by this Contract.
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C. Seller shall promptly notify Purchaser in writing of the occurrence of any
enforcement, cleanup, removal, or other governmental or regulatory action instituted on or
before the Closing Date pursuant to any statute, law, ordinance, regulation, or order of court
governing or with respect to Hazardous Materials and of any claim made or threatened by any
third party against Seller or the Real Estate relating to damage, contribution, cost recovery
compensation, loss, or injury resulting from any Hazardous Materials.
D. Seller will not enter into any leases with respect to the Real Estate from and after
the date Seller signs this Contract without the express prior written consent of the Purchaser.
16. Casualty; Condemnation.
A. A fire or other casualty which damages or destroys the Building or other
Improvements or which otherwise damages or adversely affects the Real Estate shall not
terminate this Contract unless Purchaser so elects as herein provided. Seller shall promptly
notify Purchaser in writing of the nature of the casualty, the amount of insurance coverage, and
the anticipated loss adjustment. Seller shall further promptly notify Purchaser in writing of the
amount of the award which the insurer will pay in respect of such loss. If Purchaser so elects,
the Closing shall be postponed pending Seller's receipt of such information so that Purchaser
may preserve the right of termination herein provided. In the event of such casualty, the
insurance proceeds in respect of such loss shall be applied in payment of part or all of the
Purchase Price. Purchaser may elect to terminate this Contract by giving written notice thereof
to Seller at any time after such casualty and prior to 7 days after receipt of Seller's written notice
stating the amount of the award which the insurer will pay in respect of such loss. Purchaser's
failure to give such written notice within such time shall be deemed a waiver of Purchaser's
election to terminate this Contract.
B. If Seller is notified by any governmental agency or authority that the Real Estate,
or any part or parts thereof, will be condemned or otherwise taken under power of eminent
domain, or if Seller learns that a condemnation or taking is contemplated by any governmental
agency or authority, then Seller shall promptly give Purchaser written notice thereof including,
with or in such written notice, a copy of the notice received by Seller or a description of the
information learned by Seller. Within 5 days after Seller gives such notice to Purchaser,
Purchaser shall, by written notice to Seller, elect either to rescind this Contract or to perform
notwithstanding such condemnation or taking. If Purchaser elects to perform notwithstanding
such condemnation or taking, then Purchaser shall be entitled to all proceeds paid by the
applicable governmental agencies or authorities in respect thereof. Purchaser's failure to give
such written notice of election within such time shall be deemed a waiver of Purchaser's right to
rescind this Contract.
17. Rights Upon Default.
A. No party shall be in default hereunder unless the party has been given written
notice of the claimed violation; provided however, no such notice shall be required to be given to
a party who has sought relief under the United States Bankruptcy Code, as amended, and from
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time to time in effect (the "Code"). Upon being given such notice, the party claimed to be in
violation shall be in default hereunder unless, within 10 days from the date of having been given
such notice (or within such longer or shorter time as is elsewhere herein specified with respect to
such violation), such party either establishes that there is no violation or commences correction
of the conditions or circumstances giving rise to such violation and diligently pursues such
correction thereafter.
B. If Purchaser shall be in default hereunder in accordance with Section 17A, then
Seller may terminate this Contract, in which event the Earnest Money shall be paid to Seller as
liquidated damages and applied by Seller as full satisfaction for all reasonable attorneys' fees,
title costs, advertising costs, Seller's lost time, effort and profits, and all other expenses incurred
by Seller or on Seller's behalf, and this Contract shall thereupon terminate.
C. If Seller shall be in material default hereunder in accordance with Section 17A,
and the default occurs before Closing,then Purchaser may either:
1. terminate this Contract and receive a return of any Earnest Money, in
which event Seller shall have no further obligations or liabilities under this
Contract, or
2. enforce this Contract by specific performance.
In the event Purchaser desires to bring an action for specific performance of this Contract,
Purchaser must commence such action within 60 days after the date the Closing was scheduled
to occur. Purchaser's failure to commence an action for specific performance within the period
required shall constitute an irrevocable waiver of its right to bring the same.
If Seller shall be in material default, and the default occurs after the Closing, then Purchaser may
recover its reasonable, direct and verifiable damages; provided, however, that (i) in no event
shall the Seller be liable for consequential damages, special damages, incidental damages,
indirect damages, exemplary damages or punitive damages whatsoever (including, but not
limited to, loss of profits or revenue, business interruption or loss of production, additional
production costs, costs of capital, downtime costs, or other losses resulting from the failure of
materials or services or noncompliance with any law, acts, codes or ordinances), however caused
and by whomsoever alleged or incurred, and (ii) notwithstanding anything contained in this
Contract or otherwise, Seller's total liability, whether arising from or based upon breach of
warranty, breach of contract, tort, including the Seller's negligence, strict liability, indemnity, or
any other cause or basis whatsoever, is expressly limited to the purchase price paid for the Real
Estate.
D. Tender of the deed or other document or documents of conveyance, or Purchase
Price, as provided herein, shall be excused when there has been a material default by the other
ply.
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E. In the event that Seller shall file a petition seeking relief under the Code and shall
thereafter, as debtor-in-possession or by action of a trustee appointed in the debtor's case, elect to
assume this Contract, no such election shall be effective unless: (i) Purchaser has elected in
writing to continue this Contract; (ii) all defaults of Seller under this Contract have been cured
and Seller shall have promptly demonstrated to Purchaser, to Purchaser's reasonable satisfaction,
Seller's ability to so effect such cure of all defaults; and (iii) Seller shall have delivered to
Purchaser within 10 Business Days of Seller's election to assume this Contract, evidence
acceptable to Purchaser in Purchaser's reasonable discretion, that Seller shall be able to comply
with all of its obligations under this Contract.
F. In the event that Purchaser shall file a petition seeking relief under the Code and
shall thereafter, as debtor-in-possession or by action of a trustee appointed in the debtor's case,
elect to assume this Contract, no such election shall be effective unless: (i) Seller has elected in
writing to continue this Contract; (ii) all defaults of Purchaser under this Contract have been
cured and Purchaser shall have promptly demonstrated to Seller, to Seller's reasonable
satisfaction, Purchaser's ability to so effect such cure of all defaults; and (iii) Purchaser shall
have delivered to Seller within 10 Business Days of Purchaser's election to assume this Contract,
evidence acceptable to Seller in Seller's reasonable discretion, that Purchaser shall be able to
comply with all of its obligations under this Contract.
18. Post-Closing Cooperation. The parties hereto agree that, after the Closing, they will at
all times use their best efforts to cooperate with each other to effectuate the spirit and intent of
this Contract including, without limiting the generality of the foregoing, the execution by Seller
of documents reasonably requested by Purchaser to cause or complete the conveyance to
Purchaser of title or the assignment of the exclusive right to use and occupy the Real Estate and
other property to be conveyed to Purchaser hereunder.
19. Notices. Any notice, or any other communication required to be given hereunder, shall
be in writing and shall be delivered to the other party either personally, or by overnight courier,
or by messenger service or by e-mail. A party's address for notice shall be as set forth in this
Paragraph unless such party gives notice of a change of address as provided herein. Notices to
Seller shall be addressed to:
Imperial Investments, LLC
c/o Barbara Wroble, CFO
202 Boombah Blvd.
Yorkville, IL 60560
Phone 630-385-7751
Fax 630-518-4173
with a copy given to Seller's attorney:
Julie Schlichting
202 Boombah Blvd.
Yorkville, IL 60560
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Phone 630-988-2030
Julie.schlichting@boombah.com
Notices to Purchaser shall be addressed to:
United City of Yorkville
c/o Bart Olson, City Administrator
800 Game Farm Rd.
Yorkville, IL 60560
Phone 630-553-8537
bolson@yorkville.il.us
with a copy given to Purchaser's attorneys:
Kathleen Field Orr
Kathleen Field Orr and Associates
53 West Jackson Blvd., Ste 964
Chicago, Illinois 60604
Phone 312.362.0000
Fax 312.362.0440
kfo@kfoassoc.com
Notices to Escrow Agent shall be addressed to:
A notice to a party shall be deemed given to the party when received by the party and the party's
attorney.
20. Time for Performance; Counterparts; Entire Agreement; Partial Invalidity;
Interpretation; Amendments; Time of the Essence; Binding on Successors and Assigns;
Survival.
A. If under the terms hereof the performance of any act will or is required to occur
on a Saturday, Sunday, or a holiday recognized in Illinois as a day on which banking institutions
are generally not open for business, then the performance of such act shall be made on the next
day which is not a Saturday, Sunday, or holiday recognized in Illinois as a day on which banking
institutions are generally not open for business.
B. This Contract may be executed in counterparts, and each counterpart shall, for all
purposes for which an original of this Contract must be produced or exhibited, be the Contract,
but all such counterparts shall constitute one and the same agreement.
C. This Contract contains the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior understandings, discussions,
negotiations and representations, if any, with respect thereto.
17
D. The invalidity or unenforceability of any provision hereof shall not affect,modify,
or impair the validity and enforceability of all other provisions hereof.
E. The use of paragraph headings and of singular or plural, masculine, feminine or
neuter nouns and pronouns is for convenience only and shall not affect the construction to be
given any of the provisions hereof. This Contract shall be governed by and construed in
accordance with the laws of the State of Illinois.
F. This Contract may not be modified, terminated, or amended nor any of its
provisions waived except by a written instrument signed by the parties.
G. Time is of the essence of this Contract.
H. This Contract shall be binding upon and inure to the benefit of the heirs,
representatives, successors, and assigns of the parties hereto.
I. This Contract and the representations, warranties, and covenants contained herein
shall survive the Closing and shall not be deemed merged into any document of conveyance.
J. The parties agree that all information obtained by either party regarding the other
shall be deemed confidential and proprietary and shall not be disclosed without the approval of
the entity to which such information relates.
K. For purposes of this Contract, each of the following terms, when used with an initial
capital letter, shall have the meaning ascribed to it as follows:
"Affiliate" means any person or entity that owns or controls, is owned or controlled by,
or is under common ownership or control with the party in question. As used in the
preceding sentence, the term "control" (and its derivatives) shall mean the possession,
directly or indirectly, of the power to direct the management and policies of an entity,
whether through voting rights, by contract or otherwise. For the purposes of this
Purchaser, any separate account or client for which Purchaser is sponsor, managing
agent, asset manager or fund manager shall be deemed an"Affiliate"of Purchaser.
"Business Days" means Monday through Friday, excluding federal holidays on which
national banking associations in Greensboro,North Carolina are authorized to be closed.
"Closing" means the closing and consummation of the purchase and sale of the Real
Estate pursuant to this Purchaser.
"Current Tax Period"means the tax year in which the Closing occurs.
"Legal Requirements" means all applicable governmental laws, statutes, codes,
ordinances,rules,regulations, orders,judgments and decrees.
18
"Property Taxes" means the real property taxes, personal property taxes and assessments
(general and special,public and private) levied against the Real Property and the Personal
Property.
[SIGNATURE PAGE TO FOLLOW)
19
IN WITNESS WHEREOF, the parties hereto have executed this Contract at Yorkville,
Illinois on or as of the date first above written.
SELLER:
ImperiaJI ?ets"W
By:
PURCHASER:
United City of Yorkville
By. /I/X/j,."
-waimic, ,
Mff/
20
ESCROW RECEIPT
1. Seller acknowledges receipt of this Contract on the.2 day of , 2017.
2. Seller acknowledges receipt of Earnest Money in the amount of$10,000 in the form of
C w t , on the day of ,r/ , 2017.
SELLER:
Date: S` By:
21
EXHIBIT A
Property Address: 102 E. Van Emmon Street,Yorkville, Illinois
Property Identification Numbers:
Legal Description:
22
LEGAL DESCRIPTION AND PIN
LOT 2 IN OLD SECOND BANK BRIDGE STREET SUBDIVISION, BEING A
SUBDIVISION IN THE EAST 1/2 OF SECTION 32 AND THE WEST 1/2 OF
SECTION 33, TOWNSHIP 37 NORTH, RANGE 7, EAST OF THE THIRD
PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF
RECORDED MAY 30, 2012 AS DOCUMENT 201200009814 IN KENDALL
COUNTY, ILLINOIS.
PERMANENT TAX NUMBER: 02-33-157-014
i
EXHIBIT B
Due Diligence Materials
1. Copies of the last 3 years real estate tax bills and all documents relating to the
assessment of the Real Estate and any contest thereof within the past 3 years.
2. A copy of any existing title insurance policies with copies of the documents
affecting the Real Estate in Seller's possession, if available.
3. A copy of any existing"as built" surveys, if available.
4. Copies of all Use Permits, Building Permits, Certificates of Occupancy, ADA
Compliance Plan and any other similar kinds of governmental approval and permits, if available.
5. Copies of all casualty, liability and other insurance policies, copies of any claims
filed against such insurance companies, and companies of all insurance loss control reports; and
copies of fire department inspection reports, if available.
6. Copies of all contracts relating to the Real Estate and in effect on the Date of
Acceptance, including, but not limited to, management agreements, leasing commission
agreements (especially relative to any unpaid current or future commissions), and service
contracts, if available.
7. Copies of all existing environmental reports, notices and studies relating to
environmental, soil, geological and ground water conditions or the presence of any toxic or
hazardous substances, including asbestos,if available.
8. Flood hazard certification, if available.
23