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Ordinance 2023-12UNITED CITY OF YORKVILLE KENDALL COUNTY, ILLINOIS ORDINANCE NO.2023-12 AN ORDINANCE OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS AUTHORIZING THE SALE OF 800 GAME FARM ROAD (YORKVILLE CITY HALL) Passed by the City Council of the United City of Yorkville, Kendall County, Illinois This 25" day of April, 2023 Published in pamphlet form by the authority of the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois on April 28, 2023. Ordinance No. 2023-12 AN ORDINANCE OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS AUTHORIZING THE SALE OF 800 GAME FARM ROAD (Yorkville City Halo 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 the State; and, WHEREAS, the City holds title to the parcel of real estate located at 800 Game Farm Road, City of Yorkville, Kendall County, Illinois, and identified as a part of PIN 02-29-427-001 (said real estate, together with all improvements, fixtures, easements, appurtenances, and benefits pertaining thereto, being hereafter referred to as the "Real Estate"); and, WHEREAS, Yorkville Community Unit School District, Kendall County, Illinois (the "District"), desires to purchase the Real Estate from the City, and the City desires to sell the Real Estate to the District, upon the terms and conditions hereinafter set forth; and, WHEREAS, the District has the authority to acquire the Real Estate pursuant to Section 10- 22.35A of the School Code (105 ILCS 5/10-22.35A); and, WHEREAS, pursuant to Section 2 of the Local Government Property Transfer Act (50 ILCS 605/2) the City has the authority to transfer title of the Real Estate to the District upon such terms as may be agreed upon by the parties; and, WHEREAS, the City and the District are further authorized to enter into this Agreement pursuant to Article VII, Section 10 of the Illinois Constitution and the Intergovernmental Cooperation Act (5 ILCS 220/1 et seq.); and, Ordinance No. 2023-12 Page 2 WHEREAS, the City and District desire to utilize the powers granted them under Article VII, Section 10 of the Illinois Constitution and the Intergovernmental Cooperation Act (5 ILCS 220/1 et seq.) to enter into a Real Estate Purchase Agreement as hereinafter provided. 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 foregoing recitals are hereby incorporated in this Ordinance as the findings of the Mayor and City Council. Section 2. The Real Estate Purchase Agreement in the form attached hereto is hereby approved and the Mayor and City Clerk are hereby authorized to execute said Agreement and to take any and all action as may be required to implement its terms. Section 3: This Ordinance shall be in full force and effect after its passage, publication, and approval as provided by law. Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this 25th day of April, A.D. 2023. KEN KOCH AYE DAN TRANSIER AYE ARDEN JOE PLOCHER AYE CRAIG SOLING AYE CHRIS FUNKHOUSER AYE MATT MAREK AYE SEAVER TARULIS AYE RUSTY CORNEILS AYE Ordinance No. 2023-12 Page 3 Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this day of n V V1 , 2023. Attest: City Clerk i Mayor Ordinance No. 2023-12 Page 4 REAL ESTATE PURCHASE AGREEMENT THIS AGREEMENT is made and entered into this 25th day of April, 2023, by and between the United City of Yorkville ("Seller"), and the Board of Education of Yorkville Community Unit School District No. 115, Kendall County, Illinois ("Purchaser") (Seller and Purchaser may be collectively referred to as the "Parties"). WITNESSETH: WHEREAS, Seller currently holds title to the parcel of real estate located at 800 Game Farm Road, City of Yorkville, Kendall County, and further identified as P.I.N. 02-29-427-001, legally described on Exhibit "A " attached hereto and made a part hereof (said real estate, together with all improvements, fixtures, easements, appurtenances, and benefits pertaining thereto, being hereinafter referred to as the "Seller's Property"); and WHEREAS, Purchaser desires to purchase a portion of Seller's Property (said portion of the real estate, together with all improvements, fixtures, easements, appurtenances, and benefits pertaining thereto, being hereinafter referred to as the "Real Estate"). consisting of approximately 1.98 acres, which is legal described on Exhibit A hereto; and WHEREAS, Real Estate from Seller, and Seller desires to sell the Real Estate to Purchaser, upon the terms and conditions hereinafter set forth; and WHEREAS, Purchaser has the authority to acquire the Real Estate pursuant to Section 10- 22.35A of the School Code (105 ILCS 5/10-22.35A); and WHEREAS, pursuant to Section 5-22 of the School Code (105 ILCS 5/5-22) and Section 2 of the Local Government Property Transfer Act (50 ILCS 605/2), Seller has the authority to transfer title of the Real Estate to Purchaser upon such terms as may be agreed upon by the parties; and WHEREAS, the Seller and Purchaser are further authorized to enter into this Agreement pursuant to Article VII, Section 10 of the Illinois Constitution and the Intergovernmental Cooperation Act (5 ILCS 220/1 et seq.); and WHEREAS, the Seller and Purchaser desire to utilize the powers granted them under Article VII, Section 10 of the Illinois Constitution and the Intergovernmental Cooperation Act (5 ILCS 220/1 et seq.) to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and promises of Seller and Purchaser, and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, Seller and Purchaser hereby covenant and agree as follows: 1. Sale and Purchase. Seller agrees to sell and Purchaser agrees to purchase the Real Estate on the terms and conditions herein set forth at a price of Seven Hundred Thousand Dollars Page 1 of 12 (S700,000.00) ("Purchase Price"), plus or minus prorations at the time of Closing (defined in Paragraph 5 below). 2. Conveyance. At the Closing, Seller shall convey or cause to be conveyed to Purchaser or Purchaser's nominee by recordable warranty deed (the "Deed"), the Real Estate "As Is", Where Is", "With All Faults" condition as of the date of this Agreement and of Closing subject to title Permitted Title Exceptions and Seller hereby disclaims any warrant of merchantability of fitness for a particular purpose, express or implied. 3. Survey. Seller will obtain a survey of the Real Estate prepared by an Illinois registered land surveyor in accordance with the current minimum standard detail requirements for ALTAASPS land title surveys ("Survey"), showing all corners staked and no encroachments, measurements of all lot lines, and showing all easements, building line setbacks, fences, and any improvements on the Real Estate and distances thereof to all lot lines. If requested, Seller agrees to provide at the Closing an affidavit verifying that no changes in improvements have been made since the date of the Survey. If the Survey shows other than Permitted Exceptions or encroachments from adjacent property, then these shall be considered defects in the title to the Real Estate. After receipt of the Survey, the parties will agree upon a final legal description for the Real Estate. 4. Evidence of Title. Seller shall deliver, or cause to be delivered, to Purchaser within ten (10) days from the date of the last party to execute this Agreement, a current title commitment from Chicago Title Insurance Company (or such other title insurance company acceptable to Purchaser) ("Title Company") for a current ALTA owner's title insurance policy, ("Title Commitment") providing extended coverage by deletion of the general exceptions that would otherwise be included in such title insurance policy, as well as a legal description equivalency endorsement insuring that the legal description of the Real Estate in Exhibit A is legally the same as that in the title commitment and the Survey, should the legal description in either the title or the Survey not be identical to that in Exhibit A, in the amount of the Purchase Price, together with copies of all instruments containing or creating covenants, conditions, easements, and restrictions affecting the Real Estate. Purchaser shall have the right to review the Title Commitment and all exceptions to title referenced in the Title Commitment and Survey and object to any matters reflected on the Title Commitment or the Survey, by delivering written notice thereof to Seller on or before the date that is five (5) days from receipt of the Title Commitment and Survey, respectively. Except for Mandatory Cure Items, Seller may, but shall have no obligation to, have an exception to title referenced in the Title Commitment and so objected to by Purchaser or any exceptions to the Survey so objected to by Purchaser, removed from the Title Commitment or the Survey or insured or endorsed over by the Title Company. Notwithstanding anything contained in this Agreement to the contrary, it is agreed that any Mandatory Cure Items disclosed on the Title Commitment shall be automatically deemed unpermitted exceptions, and Seller shall cause all such Mandatory Cure Items disclosed in the Title Commitment to be removed therefrom or insured or endorsed over by the Title Company on or before the Closing Date. If Seller fails to cause the Title Company to have all exceptions to the Title Commitment or the Survey so objected to by Purchaser removed (or committed to be removed to be insured or endorsed over by the Title Company) in a manner reasonably acceptable to Purchaser, on or before the Title Approval Date, Purchaser may elect, by written notice delivered to Seller on or before the expiration of the Title Page 2 of 12 Review Period, as its sole and exclusive recourse, to either (1) terminate this Agreement, in which event all obligations of the parties hereunder shall terminate, and this Agreement shall otherwise have no further force and effect, or (ii) accept title to the Real Estate subject to all exceptions that the Title Company has not so removed (or committed to be removed) or committed to insure or endorse over or that were not so removed from the Survey, all of which shall thereafter be deemed "Permitted Title Exceptions", hereunder; provided, however, that with respect to any Mandatory Cure Items disclosed on the Title Commitment, Seller shall not be obligated to have the Title Company remove (or commit to remove) or commit to insure or endorse over same prior to the conclusion of the Due Diligence Period and, instead, Seller shall be required to have same removed or insured or endorsed over by the Title Company on or prior to the Closing Date at no additional cost to Purchaser. Purchaser's failure to make either election on or before the expiration of the Due Diligence Period shall be deemed an election under clause (ii) above, Purchaser shall have the right, at any time prior to Closing, to cause the Title Company to issue such endorsements ("Purchaser Endorsements") to the Title Policy as Purchaser shall deem necessary (including, without limitation so-called "extended coverage", if available in the jurisdiction where the Property is located), at Purchaser's sole cost and expense, Seller shall have no obligation to obtain such Purchaser Endorsements, to incur any additional costs or liabilities in connection with procuring such Purchaser Endorsements or to obtain any consents, approvals or estoppel certificates from third parties in connection with procuring such Purchaser Endorsements, and Purchaser's ability or inability to obtain such Purchaser Endorsements shall not constitute a condition precedent to Purchaser's obligations under this Agreement. Any matter of title that is not otherwise a Permitted Title Exception hereunder and that is timely objected to by Purchaser in accordance with this Section shall be herein collectively referred to as the "Title Objections". For purposes of this Agreement, Mandatory Cure Items shall mean any delinquent real property taxes or special assessments with respect to the Real Estate, any undisputed judgment liens against Seller encumbering the Real Estate, and any voluntary monetary liens (i.e., deeds of trust or mortgages or mechanic's liens affecting the Real Estate and arising out of the acts of Seller), all to the extent disclosed in the Title Commitment or any update thereto (collectively, "Mandatory Cure Items"). The Seller shall provide to Purchaser a title policy at Closing in accordance with this Paragraph. All costs of obtaining the aforesaid commitment and title policy shall be paid by Seller. �. Closing. The Closing of the transaction herein described (the "Closing") but only upon satisfaction of the Conditions of Closing as stated in paragraph 7 below, shall be on May 30, 2023, or as mutually agreed at the offices of the Title Company or at such other location as the Parties hereto mutually agree, through a New York Style closing; provided, however, that title is delivered in accordance with Paragraph 2 hereof. The transaction herein contemplated may, upon election of either party, be closed through an escrow with the Title Company, in accordance with the general provisions of the usual form of New York Style Escrow Agreement then in use by said company, with such special provisions inserted in the escrow agreement as may be required to conform with this Agreement. Upon the creation of such an escrow, anything herein to the contrary notwithstanding, payment of the consideration and delivery of the Deed shall be made through the escrow and the cost of said escrow shall be equally divided between Seller and Purchaser. 6. Delivery of Possession. Seller shall deliver possession and control of the Real Estate on the day of the Closing. Page 3 of 12 7. Conditions of Closing. A. Closing of the transaction is contingent upon the execution of an agreement (the "Preschool Agreement") providing for the use of a portion of the sports building behind the Yorkville High Academy (the "Sports Building") for no charge or rental fee for the operation of the Seller's Preschool Program or such other location with equivalent space to support no less than two (2) classrooms, access to a larger preschool space, playground and open space for a period of term of time as agreed by the parties and such other terms as mutually agreeable to the parties. It is further understood that said Preschool Agreement shall provide for the Seller and Purchaser to continue to coordinate the Seller's Preschool Program with the Purchaser's Educator Pathways Program and the Family and Consumer Science class pursuant to such terms as mutually agreeable to the parties. B. Purchaser shall accept in an "As Is" condition all furniture and furnishings found in the Real Estate at the Closing. 8. Covenants, Representations, and Warranties. To induce Purchaser to enter into this Agreement, Seller hereby covenants, represents, and warrants to Purchaser as of the date hereof and as of the date of Closing that: A. Authority of Seller. Seller has full power to execute, seal, acknowledge, and deliver this Agreement, and to consummate each and all of the transactions contemplated hereby, including, but not limited to, conveying good and marketable fee simple title to the Real Estate and that Seller owns all personal property being transferred to Purchaser free and clear of any liens. B. Violation of Laws and Restrictions. Seller has not received any notice relating to any violations of applicable laws, ordinances, statutes, rules, regulations, and restrictions pertaining to or affecting the Real Estate. C. Notice of Legal Proceedings. Seller has not received any notice relating to any legal actions, suits, or other legal or administrative proceedings, including pending assessments, condemnation, eminent domain, or quiet title cases, pending or threatened, against the Real Estate. D. Leases, Tenancies, and Encumbrances. There are no contracts, covenants, financing statements, leases, tenancies, or other agreements that affect the Real Estate and which will survive the Closing. Seller shall be fully responsible for payment and satisfaction of any and all obligations, liabilities, expenses, and accruals relating to or affecting the Real Estate which were incurred or accrued or where the underlying act or omission giving rise to any claim or cause of action occurred prior to the date of the Closing. E. Compliance with Laws. Other than acts of Purchaser, there are no conditions existing with respect to the Real Estate which violate any law, rule, ordinance, regulation, agreement, covenant, or private restriction applicable to the Real Estate, including, but Page 4 of 12 not limited to, regulations relating to building, zoning, safety, or health codes or regulations. F. Hazardous Materials. Neither Seller nor, to the best of Seller's knowledge, any other person has ever caused or permitted any "Hazardous Material," as hereinafter defined, to be placed, held, located, or disposed of, on, under, or at the Real Estate, or any part thereof or into the atmosphere or any watercourse, body of water, or wetlands that are part of the Real Estate or run through the Real Estate, nor has the Real Estate ever been used as a treatment, storage, or disposal (whether permanent or temporary) site for any Hazardous Material. Seller further represents that no underground or aboveground storage tanks have been located on the Real Estate, the Real Estate has never been used as a dump for any waste material, the Real Estate and its prior uses comply with, and at all times have complied with, any applicable governmental law, regulation, or requirement relating to environmental and occupational health and safety matters and Hazardous Materials. Seller's representations shall be deemed to survive the Closing. For purposes of this Agreement, "Hazardous Material" means and includes any hazardous substance, waste, gas, particulate matter, or any pollutant or contaminant defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation and Liability Act, any so-called "Superfund" or "Superlien" law, the Toxic Substances Control Act, or any other federal, state or local statute, laws, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect (collectively, the "Statutes"), or any other hazardous, toxic or dangerous waste, substance, or material. G. Foreign Status of Seller. Section 1445 of the Internal Revenue Code (the "Code") does not apply to this transaction in that Seller is not a nonresident alien, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and Income Tax Regulations). On or before the date of the Closing Seller shall provide Purchaser with an affidavit of compliance with Section 1445, as set forth in the Code and applicable Regulations. If Seller fails to provide the necessary affidavit and/or documentation of exemption on or before the date of Closing, or if Purchaser has reason to believe such affidavit is false or incorrect, Purchaser shall have the right to proceed with the withholding provisions as set forth in Section 1445 of the Code. H. Notice of Action. From the date hereof through the Closing, Seller shall promptly comply with and forthwith give notice to Purchaser of all notices received by Seller relating to the Real Estate given pursuant to any threatened or actual litigation or any state, city, or municipal law, ordinance, regulation, or order, and shall comply with the requirements of any authority, state, city, or municipal department or other governmental entity having jurisdiction over the Real Estate or the use thereof. I. Prohibition on Encumbrances. Between the date of this Agreement and the Closing Seller shall not: (i) create, incur, or suffer to exist any mortgage, lien, pledge, or other Page 5 of 12 encumbrance in any way affecting the Real Estate; or (ii) enter into any contracts or agreements pertaining to the Real Estate without first obtaining the written consent of Purchaser. J. Encroachments. No building or other improvement encroaches onto the Real Estate, nor does any building or improvement which is part of the Real Estate encroach upon any adjacent property or easements of others, or on any public right of way. 9. Provisions with Respect to the Closing. At the Closing, Seller shall deliver (in addition to the Deed referred to in Paragraph 2 above) to the Purchaser the following fully executed documents (`Closing Documents"), all in form and substance reasonably satisfactory to Purchaser: A. A non -foreign affidavit in accordance with Section 1445 of the Internal Revenue Code: B. An ALTA statement in customary form; C. Affidavit of Title in customary form; D. Closing Statement executed by the Parties; E. Applicable Real Estate Transfer Declarations; F. Warranty Deed in customary form conveying the Real Estate to Purchaser subject only to the Permitted Exceptions; G. A Seller's Certificate reaffirming the representations and warranties Seller has made in Paragraph 8 hereof, H. Personal Gap undertaking; I. Bill of Sale transferring title of all fixtures, furniture, equipment, and all other personal property on the Real Estate as of the date of this Agreement to Purchaser free and clear of all liens; and J. All such further conveyances, assignments, confirmations, satisfactions, releases, powers of attorney, instruments of further assurance, approvals, consents, and any and all such further instruments and documents as are reasonably necessary, expedient, or proper to complete any and all conveyances, transfers, sales, and assignments herein provided relating to the Real Estate. 10. Conditions to Purchaser's Obligations to Close. Purchaser shall have no obligation to consummate the transaction provided for by this Agreement (but Purchaser shall be entitled to consummate the transaction provided hereby) unless each and every one of the following conditions shall have been satisfied: Page 6 of 12 A. The continued validity in all respects of the aforesaid representations of Paragraph 8 shall be a condition precedent to Purchaser's obligation to close the transaction contemplated hereby. If any of said covenants shall not be valid and correct at any time during the period from the date hereof through the date of the Closing, then Purchaser may, at Purchaser's option, terminate this Agreement and receive a refund of the Earnest Money described herein, together with interest accrued, and there shall thereafter be no further liability on the part of Purchaser hereunder, or, Purchaser may elect to close the transaction without any waiver or limitation of the remedies available to Purchaser hereunder or under law. All representations made by Seller under this Agreement shall survive the Closing. B. This Agreement shall not have been previously terminated pursuant to any other provision hereof. C. The Seller shall be prepared to deliver to Purchaser all instruments and documents to be delivered to Purchaser at the Closing pursuant to the terms and provisions hereof. D. No eminent domain or condemnation proceeding shall have been initiated which might result in the taking of any part of the Real Estate. Seller shall immediately notify Purchaser in writing of the occurrence of any eminent domain proceedings, or the receipt of a written notice stating that such an action is contemplated. E. There shall have been no material change in, damage to, or casualty suffered by the Real Estate. In the event of any casualty the provisions of the Uniform Vendor and Purchaser Risk Act of the State of Illinois shall be applicable to this Agreement. F. Title and Survey shall have been delivered in satisfactory condition in accordance with the terms of Paragraphs 3 and 4 above. In the event that any of the conditions above set forth have not been satisfied, then, at the election of Purchaser, and subject to the provisions of this Paragraph 10, this Agreement shall terminate, and Purchaser shall be relieved of all further rights, duties, and obligations under this Agreement, and shall be entitled to pursue any and all legal and equitable remedies available to it against Seller. 11. Due Diligence — Purchaser's Right to Terminate. A. Anything in this Agreement to the contrary notwithstanding, the Purchaser shall have until May 25, 2023 ("Due Diligence Period"), to conduct such reasonable tests, studies, and examinations as it may deem necessary or appropriate to determine, in its sole and absolute judgment, the acceptability of the Real Estate for purchase by the Purchaser, as well as to obtain any and all governmental approvals, specifically including, but not limited to, zoning approvals, to allow Purchaser to utilize the Real Estate for Purchaser's intended purpose (the "Due Diligence"). The Purchaser and its agents shall have the right to enter upon the Real Estate for the purpose of inspecting the Real Estate in accordance with this Paragraph. Page 7 of 12 B. The Purchaser understands and agrees that all such inspections and reviews shall be conducted in a manner so as to provide a minimum of disturbance to the Real Estate. C. If, after undertaking such efforts, the Purchaser, in its sole discretion, determines that for any reason it shall not proceed with the acquisition of the Real Estate, the Purchaser may, by written notice to the Seller given not later than the expiration of the Due Diligence Period, notify the Seller of the Purchaser's inability to satisfy itself with respect to the Real Estate and its election to declare this Agreement cancelled and null and void. D. In the event that the Purchaser does not notify the Seller that the Purchaser has elected to declare this Agreement cancelled and null and void in the manner and within the time period set forth in this Section, this Agreement shall remain in full force and effect, except that the Purchaser's option to satisfy itself as to the above matters or to declare this Agreement cancelled and null and void shall be terminated and be of no force and effect. E. The Purchaser's satisfaction of itself of the matters set forth in this Section shall be done for the Purchaser's own account and not as a representative or agent of the Seller. 12. Notices. Any notices and communications required to be given under this Agreement shall be in writing and, except as otherwise expressly provided, shall be either (1) mailed by U.S. registered or certified mail, return receipt requested, postage prepaid, (ii) sent by nationally recognized overnight delivery service with proof of delivery, or (iii) personally delivered by hand against receipt therefor to the Parties at the address set forth below, or such other address as any party may designate to the others by notice hereunder. All such notices shall be deemed to have been received on the date of personal delivery, or, if mailed, on date of deposit with the U.S. Postal Service or a nationally recognized overnight delivery service. If to Seller: United City of Yorkville 651 Prairie Road Yorkville, Illinois 60560 Attn: Bart Olson with a copy to: Kathleen Field Orr City Attorney 2024 Hickory Road, Suite 205 Homewood, Illinois 60430 If to Purchaser: Dr. Tim Shimp Yorkville Community Unit School District No. 115 602 Center Parkway Yorkville, Illinois 60560 with a copy to: Kerry B. Pipal Page 8 of 12 Hodges, Loizzi, Eisenhammer, Rodiek & Kohn LLP 500 Park Blvd., Suite 1000 Itasca, IL 60143 13. Time. Time is of the essence of this Agreement. 14. Governing Law and Interpretation. This Agreement shall be governed by the laws of the State of Illinois, notwithstanding its choice of law provisions. The terms "hereby," "hereof," "'hereto," "herein," "hereunder," and any similar terms shall refer to this Agreement, and the term "hereafter" shall mean after, and the term "heretofore" shall mean before, the date of this Agreement. Words of the masculine, feminine, or neuter gender shall mean and include the correlative words of other genders, and the words importing the singular number shall mean and include the plural number and vice versa. Words importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations, joint ventures, and other legal entities, including public bodies, as well as natural persons. The terms "include," "including" and similar terms shall be construed as if followed by the phrase "without being limited to." 15. Business Days. If the date for Closing or performance of an obligation falls on a Saturday, Sunday, or holiday, the date shall be deferred until the first business day following. This Agreement contains the entire agreement between the Parties hereto relative to the sale of the Real Estate and all prior and contemporaneous understandings and agreements heretofore entered into relating to such sale are merged in this Agreement, which alone fully and completely expresses the agreement of the Parties. No amendments, modifications, or changes shall be binding upon a party unless set forth in a duly executed document. 16. Broker. Seller hereby represents to Purchaser that Seller has not had any dealings with respect to the Real Estate and this Agreement with any broker or real estate dealer. Seller agrees to indemnify, defend, and hold Purchaser harmless against any brokerage claim asserted contrary to the foregoing representation with respect to the subject transaction. 17. Waiver. Purchaser reserves the right to waive any of the conditions precedent to its obligations hereunder. No such waiver, and no modification, amendment, discharge, or change of this Agreement, except as otherwise provided herein, shall be valid unless the same is in writing and signed by the party against which the enforcement of such waiver, modification, amendment, discharge, or change is sought. 18. Bindinp_ Effect and Survival. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns. Any covenant, representation, or agreement by a party hereunder which by its terms or by implication imposes an obligation to be performed after the Closing shall survive the Closing. 19. Captions. The captions of this Agreement are inserted for convenience of reference only and in no way define, describe, or limit the scope or intent of this Agreement or any of the provisions hereof. Page 9 of 12 20. Survival. In addition to those covenants, representations, and warranties expressly stated herein to survive the Closing, all covenants, representations, and warranties of all Parties hereto which are not fully performed at or prior to the Closing shall survive the Closing. 21. Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement, binding upon all of the Parties hereto, notwithstanding that all of the Parties are not signatories to the original or the same counterpart; provided, however, that this Agreement shall not be binding upon any party or signatory hereto until each person or entity which is to execute this Agreement has so executed a counterpart thereof. 22. Entire Agreement. This Agreement represents the entire Agreement between the Parties to the subject matter hereof and supersedes any prior negotiations between the Parties. 23. Amendment. This Agreement may only be amended by written agreement of both Parties. 24. Pre -Closing Possession. The Parties agree to negotiate in good faith on an agreement to allow Purchaser access to the Real Estate prior to Closing to begin conducting alterations. [SIGNATURE PAGE FOLLOWS] Page 10 of 12 IN WITNESS WHEREOF, the Parties hereto have executed this Real Estate Purchase Agreement as of the day first above written. SELLER: PURCHASER: UNITED CITY OF YORKVILLE BOARD OF EDUCATION OF YORKVILLE COn7NITY L SCHOOL DISTRICT NO. 115 KENDALL C NTY, ILLINO: B B Y• Y• Its: Its: r d n Dated: Dated: ATTEST: ATTEST: B B Y� Y: Its: ucwq Gteyy- Its: cretary Dated: '-{ ZI 2'-; Dated: $ 23 1169133_1 Page 11 of 12 EXHIBIT A LEGAL DESCRIPTION OF THE REAL ESTATE THAT PART OF THE EAST HALF OF SECTION 29, TOWNSHIP 37 NORTH, RANGE 7 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF LOT 1 IN COUNTRYSIDE SUBDIVISION UNIT I AS RECORDED APRIL 24, 1963 AS DOCUMENT NUMBER 141299; THENCE SOUTH 00 DEGREES 51 MINUTES 55 SECONDS WEST, ALONG THE EAST LINE OF GAME FARM ROAD DEDICATED PER DOCUMENT 200500031011, A DISTANCE OF 114.71 FEET TO A POINT OF CURVATURE; THENCE SOUTHERLY 87.60 FEET, ALONG SAID EAST LINE, BEING A CURVE TO THE RIGHT WITH RADIUS OF 1036.00 FEET, CHORD BEARING SOUTH 03 DEGREES 17 MINUTES 16 SECONDS WEST AND CHORD LENGTH OF 87.57 FEET TO A POINT OF TANGENCY; THENCE SOUTH 05 DEGREES 42 MINUTES 36 SECONDS WEST, ALONG SAID EAST LINE 621.30 FEET FOR THE POINT OF BEGINNING; THENCE SOUTH 86 DEGREES 12 MINUTES 49 SECONDS EAST, 302.83 FEET TO THE EAST LINE OF PARCEL 3 DESCRIBED IN QUIT CLAIM DEED RECORDED AS DOCUMENT 9300548; THENCE SOUTH 05 DEGREES 20 MINUTES 23 SECONDS WEST, ALONG THE EAST LINE OF SAID PARCEL 3, 285.60 FEET TO THE SOUTH EAST CORNER OF SAID PARCEL 3; THENCE NORTH 85 DEGREES 39 MINUTES 37 SECONDS WEST, ALONG THE SOUTH LINE OF SAID PARCEL 3, A DISTANCE OF 303.18 FEET TO THE EAST LINE OF SAID GAME FARM ROAD; THENCE NORTHERLY 99.17 FEET ALONG SAID EAST LINE, BEING A CURVE TO THE RIGHT WITH A RADIUS OF 3464.00 FEET, CHORD BEARING NORTH 04 DEGREES 53 MINUTES 24 SECONDS EAST AND CHORD LENGTH OF 99.17 FEET TO A POINT OF TANGENCY; THENCE NORTH 05 DEGREES 42 MINUTES 36 SECONDS EAST, ALONG SAID EAST LINE, 183.52 FEET TO THE POINT OF BEGINNING. ALL IN THE UNITED CITY OF YORKVILLE, KENDALL COUNTY ILLINOIS. Page 12 of 12