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Ordinance 2020-48 UNITED CITY OF YORKVILLE KENDALL COUNTY, ILLINOIS ORDINANCE NO.2020-48 AN ORDINANCE OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS, APPROVING A CONTRACT FOR THE PURCHASE AND SALE OF REAL ESTATE (651 Prairie Pointe Drive) Passed by the City Council of the United City of Yorkville,Kendall County,Illinois This 27'day of October,2020 Published in pamphlet form by the authority of the Mayor and City Council of the United City of Yorkville,Kendall County,Illinois on October 28,2020. STATE OF ILLINOIS ) ) ss. COUNTY OF KENDALL ) I Ordinance No. 2020-48 AN ORDINANCE OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS, APPROVING A CONTRACT FOR THE PURCHASE AND SALE OF REAL ESTATE (651 Prairie Pointe Drive) WHEREAS, the United City of Yorkville (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 the State; and, WHEREAS, under Section 11-76.1-1 of the Illinois Municipal Code(65 ILCS 511-1-1 et seq.), the Mayor and City Council, (the"Corporate Authorities") are authorized to purchase real property for public purposes upon an affirmative vote of two-thirds (2/3ds)of the Corporate Authorities; and, WHEREAS, the Corporate Authorities have received a Contract for the Purchase and Sale of Real Estate for the property commonly known as 651 Prairie Pointe, Yorkville, Illinois (the "Subject Property") in the form attached hereto and made a part hereof and have reviewed all of the terms and conditions as set forth therein; and, WHEREAS, the Corporate Authorities believe the acquisition of the Subject Property would be in the best interests of the residents of the City as it would provide a new location for the Yorkville City Hall with sufficient space to provide for Yorkville's growing community. NOW, THEREFORE, BE IT ORDAINED by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows: Section 1. The above recitals are incorporated and made a part of this Ordinance. Section 2. The Corporate Authorities hereby approve the Contract for Purchase and Sale of Real Estate (the "Contract") between the United City of Yorkville (the "Purchaser") and Prime Yorkville, LLC (the "Seller") concerning the property commonly known as 651 Prairie Pointe Drive, Yorkville, Illinois, in the form attached hereto and made a part hereof. Section 3. The Mayor and City Clerk are hereby authorized to execute the Contract and the Mayor, City Clerk, City Administrator, City Finance Director and City Attorney are hereby authorized to take such actions as deemed necessary to implement its terms. Ordinance No.2020-48 Page 2 Section 4. This Ordinance shall be in full force and effect upon its passage, approval, and publication as provided by law. Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this 27`h day of October, 2020. 06 City Clerk KEN KOCH A YE DAN TRANSIER A yE JACKIE MILSCHEWSKI AYE ARDEN JOE PLOCHER Aye- CHRIS FUNKHOUSER NAY JOEL FRIEDERS A YE SEAVER TARULIS AyE JASON PETERSON AYE. Approved by me, as Mayor of the United City of Yorkvill , dall County, Illinois,this 271h day of October, 2020. Mayor Attest: City Clerk Ordinance No.2020-48 Page 3 i CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE * This Contract for Purchase and Sale of Real Estate ("Agreement°) is entered into this _-'day of October 2020, between the United City of Yorkville ("Purchaser"), and the Prime Yorkville, LLC�('Seller"), concerning the property commonly known as 651 Prairie Pointe Drive,60 Yorkville, IL 560 ("Subject Property"), along with any improvements thereon, and. legally described in Exhibit A attached hereto_ In consideration of the Purchase Price being paid by Purchaser to Seller, as is more fully described below, and for the other mutual covenants and agreements contained in this Agreement, the Parties agree as follows: Article 1. Covenants of Seller 1A Seller agrees to convey title to the Subject Property on the date that the Purchase Price (as defined Article 2.1 below) is paid, and all other considerations called for by this Agreement have been satisfied by Purchaser, by recordable Warranty Deed, subject to: (a) General real estate taxes not then due and payable; (b) Building setback lines and restrictions of record; (c) Zoning and building ordinances; (d) Public utility easements; (e) Public and private roads and highways; and (f) Covenants and restrictions of record as to use and occupancy. 1.2. Warranty Deed: The Warranty Deed, which shall contain the restrictions as identified in Article 1.1 above, shall be in substantially the same form as Exhibit B attached hereto. Article It. Purchase Price 2A. Purchaser agrees to pay Seller $1,900,000 (one million and nine hundred thousand dollars) ("Purchase Price") as follows: 2.1.1. Earnest Money Deposit: Purchaser shall deposit$ 10,000, as the earnest money deposit of Purchaser, which shall be deposited with Near North Title Insurance Company. The Earnest Money Deposit shall become non-refundable after the completion of the Due Diligence Period identified in Article III below; and 2.1.2. Balance Due: The balance of $1,890,000 to be paid by Purchaser to Seller in immediately available funds at Closing identified in Article VI below_ YOAM'.ALF,CITYCF fARrtin 11.M-.4f 651 Plialkf.iIEVr t3?M% 1 Article Ill.Due Diligence Period 3.1 Purchaser shalt have unfit Friday, December 11. 2020 (the "Due Diligence Period")to cause one or more agents, employees, contractors, third parties, or other experts of its choice, and at Purchaser's expense, to conduct any inspections and examination without. limitation which is or may be, in the opinion of Purchaser, necessary to assure free and unfettered use of the Subject Property in Purchaser's intended use. The Purchaser must be satisfied in all respects in its sole discretion with the results of such due diligence investigation. If Purchaser is not so satisfied, it may, at its option and in its sole discretion, terminate this Agreement and obtain a refund of its Earnest Morley Deposit; 3.2 Purchaser shall defend, indemnify and hold Seiler harmless from any and all claims, causes of actions, demands and lawsuits arising from Purchaser's performance of its due-diligence, pursuant to the Due Diligence Period filed against Seiler; 3.3 Seller agrees to cooperate with Purchaser during the Due Diligence Period to ensure Purchaser, its agents, contractors and affiliates, have access to the Subject Property so as to perform Purchaser's due diligence pursuant to the Due Diligence Period;and Article IV.Seller's Deliverables 4.1 Upon execution of this Agreement, Seller shall,within 30 business days, or within such other time as the Parties otherwise agree, in writing, make available to Purchaser copies of the following items(to the extent in Seller's,or its agents', possession or control): (a) An ALTA survey with an effective date that is no earlier than the effective date of this Agreement prepared in accordance with the standards for an ALTAIACSM survey of the Subject Property; (b) Any and all zoning materials and documents in Setter's possession; (c) A title commitment issued by Near North Title Insurance Company for the Subject Property; (d) All contracts, including but not limited to, any and all leases relating to the Subject Property, if any; (e) The most recent tax bills relating to the Subject Property', (f) All environmental and geotechnical reports relating to the Subject Property; and (g) Such other documents as Purchaser may reasonably request.. Article V. Closing 5.1 The Closing Date: The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at the office of Near North Title Insurance Company on or before December 15, 2020 (the"Closing Date'); WN"LLE,CM aF 1A "t&St Frans ftA L"s 130MI 2 5.2 On the Closing Date, Seller shall deliver or cause to be delivered to Purchaser the following instruments,documents and other items: (a) A Warranty Deed (the 'Deed'), in the form attached hereto as Exhibit B, executed by Seller and appropriately acknowledged/notarized. conveying good and indefeasible fee simple title to the Land and Improvements to Purchaser, subject only to the Permitted Exceptions; M Bill of Sale (the 'Bill of Sale"), in the form attached hereto as Exhibit C, executed by Seller, assigning, conveying and transferring to Purchaser any Personal Prop",if any; (c) Assignments, in form acceptable to Purchaser, of any lease encumbering or otherwise affecUng the Subject Property; (d) A 2006 ALTA Ownees Policy of Me Insurance, with extended coverage (including so-called "gap" coverage), issued by Near North Title Insurance Company, insuring Purchaser that it has good and indefeasible fee simple title to the Subject Property, in the amount of the Purchase Price, taking exception for only the Permitted Exceptions, together with all such affidavits. certificates, agreements or other documents as Near North Title Insurance Company may require from Seller in order to issue the Owners Title Insurance Policy in the form required by this Agreement-, (e) Such evidence of the authority of Seller to consummate the Closing as Near North Title Insurance Company and Purchaser may reasonably require; (f) Real property transfer declarations required by the jurisdiction($) in which the Subject Property is located; (g) A closing statement executed by Seller in form acceptable to Near North Title Insurance Company; (h) Such other documents as Near North Title Insurance Company may reasonably request; and (i) Seller shall, at its sole cost and expense, also comply with the terms and conditions of any municipal ordinance, law or other requirement relating to the transaction contemplated herein for the municipality in which the Subject Property is located (including, without limitation, if applicable, those relating to water meter readings, inspections and repairs) and shall provide to Purchaser at Closing evidence of such compliance; 5.3 Purchaser shall deliver or cause to be delivered to Seller the following instruments, documents and items.- (a) The balance of the Purchase Price required by Section 2.1.2 above by immediately available wire transferred funds; (b) A closing statement executed by Purchaser in form acceptable to Near North Title Insurance Company; and YOWALE,CffY CF I AW&Vsh2lim I VA FVWo Rwa a-. 4P60S 3 (c) Such other documents as Near North Title Insurance Company may reasonably request.. 5.4 Closing Costs,Seller shall pay for the survey,title insurance premiums, state and county transfer taxes, any recording and escrow charges,and any real estate transfer tax; 5.5. Prorations: All debts, liabilities and obligations of the Seller with respect to the Property, except general real estate taxes not then due and payable, shall be paid when due and satisfied by the Seller. General real estate taxes shalt be prorated based upon one hundred percent(100%)of the last ascertainable taxes, and 5.6 Real estate commissions will be paid by the Seller. Article VI. Defaults 6.1 Default by Seller: in the event Seller shall default in its obligation to convey the Property to Purchaser in accordance with this Agreement for any reason, except Purchaser's default or the permitted termination of this Agreement by Seller and Purchaser, Purchaser may, as its sole and exclusive remedies for such default (i) enforce specific performance of this Agreement against Seller, or (H) terminate this Agreement by written notice. to.Seller, in which event (a) the Earnest Money Deposit shall be returned to Purchaser within ten (10) business days after such termination, and (b) Seller shall reimburse Purchaser for 100% of all of Purchaser's taut-of-pocket costs and expenses incurred in connection with this Agreement and the transaction contemplated hereby, including, without limitation, the costs of all inspections, tests and other investigations undertaken by Purchaser during the Due Diligence Period. If Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction on or before one hundred eighty (180) days following the date upon which Closing was to have occurred, then Purchaser shall be deemed to have elected to proceed under clause (9) of this Section 6.1. Except as expressly provided in this Agreement to the contrary, the rights and remedies of Purchaser under this Agreement shall be cumulative and shall not preclude the assertion or exercise of any other rights or remedies available at law, in equity or otherwise; and 6.2 Default by Purchaser: In the event Purchaser defaults in its obligation to purchase the Subject Property from Seller pursuant to this Agreement and provided Seller is not in default, Seller shall have the right, as its sole and exclusive remedy for such default, to terminate this Agreement by written notice to Purchaser and Near North Title Insurance Company, and upon any such termination Near North Title Insurance Company shall immediately deliver the Earnest Money Deposit to Seller as liquidated damages for such default. The remedy specified in this Section shall be Seller's sole and exclusive remedy upon default. Article Vtl. Miscellaneous 7.1 Notices: Any notice to be given or to be served upon any party hereto in connection with this Agreement must be in writing, and may be given by certified or registered mail, facsimile transmission, the emailing of a PDF file, or by courier or other means. If given by certified or registered mail, the notice shall be deemed to have been given and received three (3) business days after a certified or registered letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail; and if given otherwise than by certified or registered mail, the notice shall be deemed to have been given when delivered to, or rejected/refused by, the party to whom it is addressed. Such notices shall be YOfYR.'Y4U1_Q fUF 4 given to the parties hereto at the following addresses,or, if given by facsimile transmission or by email, at the following FAX numbers or email addresses: If to Purchaser,to: United City of Yorkville 800 Game Farm Road Yorkville. IL 60560 Attn: Mr. Bart Olson Email: Bolson@yorkville.il.us With a copy to: Ottosen DiNolfo,Hasenbsig&Castaldo, Ltd. 1804 N. Naper Blvd., Ste. M Naperville, IL 60563 Attn:Attorney Kathy Field Orr FAX: (630)682-0788 Email: If to Seller, to: Prime Yorkville, LLC 3819 N Blitsch Place McHenry, IL 600W1901 Attn: Scott Dixon Email: scotidixon@dixoncompaniesinc.com Any party hereto may, at any time by giving five (5)days written notice to the other party hereto, designate any other address, FAX number or email address In substitution of the foregoing address to which such notice shall be given; 72 Entire Agreement: This Agreement embodies and constitutes the entire understanding between the parties hereto with respect to the transactions contemplated herein, and all prior or contemporaneous agreements,understandings, representations and statements, oral or written, are merged into this Agreement, 7.3 Modification: Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except as provided herein or by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument, 7.4 Applicable Law-, This Agreement shall be governed by, and construed in accordance with, the laws of the state of Illinois, 7.5 Venue: Any dispute arising between the Parties pursuant to this Agreement shall be filed in the Circuit Court for the 231"Judicial Circuit, Kendall County, Iflinois; 7.6 Headings: Descriptive headings are used in this Agreement for convenience only and shall not control, limit, amplify or otherwise modify or affect the meaning or construction of any provision of this Agreement, 7.7 Binding Effect: This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective permitted successors and assigns; 5 7.8 Time of Essence: Time is of the essence of this Agreement and of each covenant and agreement that is to be performed at a particular time or within a particular period of time_ However, if the final date of any period which is set out in any provision of this Agreement or the Closing gate falls on a Saturday, Sunday or legal holiday ender the laws of the United States or of the state of Illinois, then the time of such period or the Closing Date, as the case may be, shall be extended to the next date which is not a Saturday, Sunday or legal holiday. As used herein, the word"day"or'days" mean calendar days,and the words°business day" or°business days" meant any day which is not a Saturday, Sunday or legal holiday under the laws of the United States or of the state of Illinois; 7,9 Invalid Provision: If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such Illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provision or by its severance from this Agreement; 7.10 No Third Party Beneficiary, The provisions of this Agreement and of the documents to be executed and delivered at Closing are and will be for the benefit.of Setter and Purchaser only and are not for the benefit of any third party,and accordingly, no third party shall have the right to enforce the provisions of this Agreement or of the documents to be executed and delivered at Closing; 7.11 Exhibits* The following exhibits attached hereto shall be deemed to be an integral part of this Agreement: (a) Exhibit A -Legal Description of the Land; (b) Exhibit B -Form of Warranty Deed, and (c) Exhibit C -Form of Bill of Sale. 7.12 Termination of Agreement. Notwithstanding anything seemingly to the contrary in this Agreement, it is understood and agreed that if either Purchaser or Seller terminates this Agreement pursuant to a right of termination granted hereunder, such termination shall operate to relieve Seller and Purchaser from all obligations under this Agreement, 7.13 Cross Indemnification, Except as otherwise expressly provided in this Agreement, Seller shall defend, indemnify and hold harmless Buyer from all loss, expense (including reasonable counsel fees), damage and liability resulting from (a)claims of mechanics and materialmen based on work performed on or at the Subject Property prior to the Closing, and (b)tort claims (including, without limitation, for bodily injury, wrongful death or property damage) against Purchaser or the Subject Property based on causes of action which arose or accrued prior to the Closing, and (c)contract claims arising by, through, or under Seller, by employees,contractors, or utility companies,with respect to matters that occurred or obligations which accrued prior to the Closing. Except as otherwise expressly provided in this Agreement, Purchaser shall defend, indemnify and hold harmless Seller from all loss, expense (including reasonable counsel fees), damage and liability resulting from (a)claims of mechanics and materialmen based on work performed on or at the Property subsequent to the Closing, and (b)tort claims (including, without limitation, for bodily injury, wrongful death or property damage) against Seller based on causes of action which arose or accrued subsequent to the Closing, W4i%M0,pJATY<* 6 and (c)contract claims arising by, through or under Purchaser, by employees, contractors, or utility companies,with respect to matters that occurred or obligations which accrued subsequent to the Closing. Seller's and Purchaser's indemnification obligations under this Section 7.14 shall survive Closing: 7.14 Further Assurances: Each party shall,when requested by the other party hereto, cause to be executed, acknowledged and delivered such further instruments and documents as may be necessary and proper, in the reasonable opinion of the requesting party, in order to carry out the intent and purpose of this Agreement; provided, however, this Section 7.15 shalt not be construed to increase the economic obligations or liabilities of either party hereto. This Section shalt survive Closing, 7.15 Effective Date: The °Effective Date" of this Agreement, as such term is referenced herein shall mean the date on which both Setter and:Purchaser shall have executed this Agreement and delivered executed copies to the other; 7.16 Counterparts, Electronic Delivery: This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. A signature page to any counterpart may be detached from such counterpart without Impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to It additional signature pages. This Agreement may be executed and delivered by facsimile or other electronic means, with the same force and effect as an original; 7.17 Independent Counsel and Voluntary Act: By entering into this Agreement, each party acknowledges that it has had the opportunity to retain independent counsel of its own choosing to review and advise of the implications of entering into this.Agreement and that each party is entering into this Agreement as its own free and voluntary Act; 7.18 Legal Authority: The Parties also warrant that they have the legal authorization to enter into and sign this Agreement on behalf of themselves, their successors and assigns; 7.19 No Presumption Upon Construction: This Agreement was drafted by both Parties_ Therefore, if any court of law must interpret or construe the terms of this Agreement, no presumption shall arise in favor of one party to the detriment of the other party, 7.20 Full Agreement of Parties: This Agreement represents the full and complete agreement of the Parties. This Agreement shall supersede all other agreements of the Parties; and 7.21 Assignment: Buyer may assign this Agreement,without obtaining the approval of Seller, to one or more entities so long as Buyer or its principals controls or owns at least 500/0 of the purchasing entity(es). The Parties now signed and sealed this Agreement on the day and year written above. YORKVIUF.GUY CE fftnrWzat; 7 x 4 SELLER- ekvlj;)1 BY: Df Date Its: PORCH SELLER- UNITED CITY OF YORKVILLE BY ,1 o+1 n1 VQCe Date to la-1/aLo Its; MAY04. "KW If,,CITY CIF fJMt tisr..t:ati 1 661 f4tw.W PC44 rh;,*MSM 8 EXHIBIT A-LEGAL DESCRIPTION OF SUBJECT PROPERTY TO COME Yf#iMW1t1E,CM OF fAtlmtsa�t 651 Prate ftWQl V fM&M 9 EXHIBIT B-WARRANTY DEED YCFWAUX,CITY OF IA.&unsm f 661 f'laiw Pk.O Wft*b3 WA 10 WARRANTY DEED Grantor, ("Grantor"), of for and in consideration of TEN AND 00/100 DOLLARS ($10.00), the receipt and sufficiency of which is hereby acknowledged, conveys and warrants to Grantee, UNITED CITY OF YORKVILLE CGrantee ), a municipal corporation located at 800 Game Farm Road, Yorkville, IL 60560, the following real estate situated in the County of Kendall and the State of Illinois. The real estate conveyed hereby is legally described, commonly known as and maintains the parcel identification numbers identified below: Legal Description: See Exhibit A attached hereto, Common Address: 651 Prairie Point Drive,Yorkville, IL 60660 Parcel Identification Number: The transfer of the above-described real estate is subject to the following exceptions: (a)General real estate taxes not then due and payable, (b) Building setback lines and restrictions of record; (c)Zoning and building ordinances-, (d) Public utility easements; (e) Public and private roads and highways; and (f)Covenants and restrictions of record as to use and occupancy. Dated this_day of 2021. Grantor, By Its YORKWLE,C"OF 1A&N%oSVMW1 State of Illinois SS County of } 1, the undersigned, a Notary Public, in and for the State of Illinois and County of , do hereby certify that , personally known to me, appeared before me this day in person and acknowledged that she/he signed and delivered said instrument as her/his free and voluntary act,for the uses and purposes set forth herein. GIVEN under my hand and official seal this day of 2021, Notary Public This instrument was prepared by: Craig D. Hasenbalg(chasenbatg@ottosenlaw.com) OTTOSEN DiNOLFO HASENBALG&&CASTALDO, LTD. 1804 N. Naper Blvd., Ste. 350 Naperville, IL 60563 (630)682-0085—Phone (630)682-0788--Facsimile After recording, return this instrument to: Send future tax bills: YOR"UE.CJTYOF 2 EXHIBIT C-BILL OF SALE YCWV MLCCaYOF1/.6rralniralpnY45if'rStlethrMl7mrrSFyJ9$ 13 BILL OF SALE STATE OF ILLINOIS COUNTY OF Seller, in consideration of$10.00, which has been received, hereby sells to Buyer, UNITED CITY OF YORKVILLE, the following personal property located at 651 Prairie Pointe Drive, Yorkville, IL 60560( subject property): Any and all items of personal property and fixtures located on or situated within the subject property. Seller hereby represents and warrants to Purchaser that Seller is the absolute owner of said property, that said property is free and clear of all liens, charges and encumbrances, and the Seller has full right, power and authority to sell said personal property► and to make this Bill of Sale. ALL WARRANTIES OF QUALITY, FITNESS AND MERCHANTABILITY ARE HEREBY EXCLUDED, If this Bill of Sale is signed by more than one person, all persons so signing shall be jointly and severally bound hereby. SELLER: By: Its.- SUBSCRIBED and SWORN TO before me this_day of 2021. Notary Public 14