Ordinance 2020-52 UNITED CITY OF YORKVILLE
KENDALL COUNTY, ILLINOIS
ORDINANCE NO. 2020-52
AN ORDINANCE OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS,
APPROVING A CONTRACT FOR THE PURCHASE AND SALE OF REAL ESTATE
(Lot 2 Prairie Pointe Drive)
Passed by the City Council of the
United City of Yorkville,Kendall County,Illinois
This 101 day November,2020
Published in pamphlet form by the
authority of the Mayor and City Council
of the United City of Yorkville,Kendall
County,Illinois on November 13,2020.
STATE OF ILLINOIS )
ss.
COUNTY OF KENDALL )
Ordinance No. 2020-52
AN ORDINANCE OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS,
APPROVING A CONTRACT FOR THE PURCHASE AND SALE OF REAL ESTATE
(Lot 2 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 5/1-1-1 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 Lot 2 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 Richard T.Niemiec
(the "Seller") concerning the property commonly known as Lot 2 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.2020-52
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
I Oth day of November, 2020.
KEN KOCH AYE DAN TRANSIER AYE
JACKIE MILSCHEWSKI AYE ARDEN JOE PLOCHER AYE
CHRIS FUNKHOUSER NAY JOEL FRIEDERS AYE
SEAVER TARULIS AYE JASON PETERSON AYE
Approved by me, as Mayor of the United City of Yorkville,Kendall County, Illinois,this
1 31A day of , 2020.
Mayor
Attest:
(A e
City Clerk
Ordinance No.2020-52
Page 3
CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE
This Contract for Purchase and Sale of Real Estate ("Agreement") is entered into this
41h day of November, 2020, between the United City of Yorkville ("Purchaser"), and Richard J.
Niemiec ("Seller"), concerning the property commonly known as Lot 2 Prairie Pointe, Yorkville,
IL 60560, ("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
1-1. 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 the
following exceptions (the"Permitted 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.
1.2. Transaction Contingent on other Purchase: The consummation of this
transaction is expressly acknowledged and agreed to be contingent upon the Purchaser's
closing on that certain property commonly known as 651 Prairie Pointe, Yorkville, Illinois ("651
Prairie Pointe"), on or before December 31, 2020 (the "Contingent Closing Date"). Should
Purchaser's purchase of 651 Prairie Pointe fail for any reason whatsoever to close by the
Contingent Closing Date, then this contract and each and every obligation of Purchaser and
Seller shall be null, void and of no further force and effect.
Article 11. Purchase Price
2.1, Purchaser agrees to pay Seller $65,000.00 (sixty-five thousand dollars)
("Purchase Price") as follows:
2.1.1. Earnest Money Deposit: Purchaser shall deposit $ 0 as the earnest
money deposit of Purchaser,which shall be deposited with NIA ; and
2.1.2. Balance Due: The balance of $65,000.00 (sixty-five thousand dollars) to
be paid by Purchaser to Seller in immediately available funds at Closing
identified in Article IV below.
YCHKYAI E.CAI CFI 0-:h—oI Lol 2 P s:c Po:rle!COMtoq Lo!Z Pr>:,ie PoIMC'7526C5 1
Article III.Seller's Deliverables
3.1 Upon execution of this Agreement, Seller shall, within 21 days, or within such
other time as the Parties otherwise agree, in writing, make available to Purchaser the following
items:
(a) A boundary survey of the Subject Property with an effective date that is no earlier
than the Effective Date of this Agreement, prepared in accordance with the
current minimum standards of practice for such surveys;
(b) Any and all zoning materials and documents in Seller's possession;
(c) A title commitment issued by Wheatland Title 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 IV. Closing
4.1 The Closing Date: The consummation of the transactions contemplated by this
Agreement (the "Closing") shall take place at the office of Wheatland Title Company in Yorkville
on or before December 31, 2020(the"Closing Date");
4.2 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") executed by Seller and appropriately
acknowledged/notarized, conveying good and indefeasible fee simple title to the
Subject Property to Purchaser, subject only to the Permitted Exceptions;
(b) Assignments, in form acceptable to Purchaser, of any lease encumbering or
otherwise affecting the Subject Property;
(c) A 2006 ALTA Owner's Policy of Title Insurance, with extended coverage
(including so-called "gap" coverage), issued by Wheatland Title 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 Wheatland Title Company may require from
Seller in order to issue the Owner's Title Insurance Policy in the form required by
this Agreement;
(d) Such evidence of the authority of Seller to consummate the Closing as
Wheatland Title Company and Purchaser may reasonably require;
YONKV,LL'_,C!7 O=I P'-tMAX&of Lot 2 Pml- �wte l ContraC L�12 Prat ePdMer3flfA! 2
(e) Real property transfer declarations required by the jurisdiction(s) in which the
Subject Property is located;
(f) A closing statement executed by Seller in the form acceptable to Wheatland Title
Company;
(g) Such other documents as Wheatland Title Company may reasonably request;
and
(h) 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 far 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;
4.3 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 the form acceptable to Wheatland
Title Company; and
(c) Such other documents as Wheatland Title Company may reasonably request.
4.4 Closing Costs:Seller shall pay for the survey, title insurance premiums, state and
county transfer taxes, if any, all recording and escrow charges, and any real estate transfer tax;
4.5 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 shall be prorated based upon one hundred
and five percent(105%) of the last ascertainable taxes; and
4.6 Real estate commissions will be paid by the Seller.
Article V. Defaults
5-1 Default by Seller; In the event Seller shaft 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, ❑r (ii) terminate this Agreement by written notice to Seller, in which
event (a)the Earnest Money Deposit, if any, shall be returned to Purchaser within ten (10)days
after such termination, and (b) Seller shall reimburse Purchaser for 100% of all of Purchaser's
out-of-pocket costs and expenses incurred in connection with this Agreement, if any. 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 (ii) of this
YO.RKV1UI .C!T"CF/R-1—of Lof 2PWm Po;11e7Con(roc L0:2 pmim t'a WM2505 3
Section 5.1. 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.
5.2 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 Wheatland Title Company, and
upon any such termination Wheatland Title Company shall immediately deliver the Earnest
Money Deposit, if any, to Seller as liquidated damages for such default. The remedy specified in
this Sectior shall be Seller's sole and exclusive remedy upon default.
Article Vl. Miscellaneous
6.1 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
snail, facsirriile 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
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: BolsonQycrkville.il.us
With a copy to: Ottosen DiNolfo Hasenbalg&Castaldo, Ltd.
1804 N. Naper Blvd., Ste. 350
Naperville, 1L 60563
Attn:Attorney Kathy Field Orr
FAX: (630) 682-0788
Email: kfo@ottosenlaw.com
If to Seller,to: Richard J. Niemiec
5518 Reservation Road
Oswego, IL 60543
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;
6.2 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;
YOR"LL.C T'OF J PyrolWe n!Lot 2 P"M P� l CO"Imc L012 Plm�PoM-IR2605 4
6.3 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;
6A Applicable Law: This Agreement shall be governed by, and construed in
accordance:with,the laws of the state of Illinois;
6.5 Venue: Any dispute arising between the Parties pursuant to this Agreement shall
be filed in the Circuit Court for the 23"Judicial Circuit, Kendall County, Illinois;
6.6 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;
6.7 Binding Effect: This Agreement shall be binding upon and shall inure to the
benefit of We Parties hereto and their respective permitted successors and assigns;
&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 Date falls on a Saturday, Sunday or legal holiday under 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" mean any day which is not a Saturday, Sunday or legal holiday under
the laws of.he United States or of the state of Illinois:
6.9 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;
6-10 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 Seller and
Purchaser only and are not for the benefit of any third party, and accordingly, no third party shaft
have the right to enforce the provisions of this Agreement or of the documents to be executed
and delivered at Closing;
6.11 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; and
(b) Exhibit B -Reserved.
"ORKVIi.L,CTY OF Pwwd o!L0t 2 P,11r 'cl-1Contt3G La 2 P--IW3G260! 5
6.12' 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;
6.1a 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 of
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,
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 6.13
shalt survive Closing;
6.14. 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 6.14 shall
not be construed to increase the economic obligations or liabilities of either party hereto. This
Section shall survive Closing;
6.15 Effective Date: The "Effective Date" of this Agreement, as such term is
referenced herein shall mean the date on which both Seller and Purchaser shall have executed
this Agreement and delivered executed copies to the other;
6.16 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;
6.17 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;
6.18 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;
YORKV1,(_-.CfTY OF I P—hase Of LW2e,. �a,�;cornna_orzv,aneDa,e13j 5 6
6.19 - 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;
6.20 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
6.21 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 50%of
the purchasing entity(ies).
The Parties now signed and seated this Agreement on the day and year written above.
[Signatures on following page]
YORKVU-E.C,TY of Ia—a aqm2 P—W vdmercomma::m2 Rnnm'anwnszeas 7
SELLER RICHARD J. NIEMIEC
r /2/?o2CD
Its: �.'e Date
Its:
PURCHASER — UNITE ITY OF YORKVILLE
II
By. J 0 B N P 0 R o EL / Date
Its: Q
li.Nn vie.' _ iV.(t��•u'iC{. � �..t..'.1.• f�p�� O
d LW i FlnY PJnIY 1F:l�f o
EXHIBIT A—LEGAL DESCRIPTION OF SUBJECT PROPERTY
PARCEL NUMBER: 02-21-482-004
COMMONLY KNOWN AS: Lot 2, Prairie Point,Yorkville, IL 60560
Lot 2 in Prairie Pointe Subdivision First Addition, being a Res ubdivision of Lot 2 of Prairie Pointe
Subdivision, a Subdivision of part of Section 21 and Section 28, both in Township 37 North,
Range 7 East of the Third Principal Meridian, in the United City of Yorkville, Bristol Township,
according to the Plat thereof recorded on September 9, 2008 as Document 2008-20279 in
Kendall County, Illinois.
Y0RKV1a. C7Y OF I P'Jfchwv or Lot ZNA. PMP'COMMV Lot 2 Pmre Vorrw342605 9