Resolution 2024-03 Resolution No. 2024-03
A RESOLUTION OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY,
ILLINOIS DECLARING CERTAIN PROPERTY AS SURPLUS PROPERTY
AND AUTHORZING ITS SALE
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 of Illinois; and,
WHEREAS, the City owns the vacant property located at Sections 17 and 20 of Bristol
Township, Illinois, identified by Permanent Index Number 02-20-351-006(the"Property"),which
the City acquired in 2007; and,
WHEREAS, the City has the power to authorize the sale of surplus real estate pursuant to
11-76-4.1 of the Illinois Municipal Code(65 ILCS 5/11-76-4.1); and,
WHEREAS, the Mayor and City Council have determined that the City no longer needs
to retain ownership of the Property and that the Property is surplus to the City's needs and therefore
has directed the City Administrator to review the offer to purchase the Property as set forth in the
Commercial Purchase and Sale Agreement from Heartland Meadows, LLC, a copy of which is
attached hereto (the "Agreement"); and
WHEREAS, the City Administrator has reviewed the Agreement and hereby recommends
its approval as hereinafter set forth.
NOW,THEREFORE,BE IT RESOLVED by the Mayor and City Council of the United
City of Yorkville, Kendall County, Illinois as follows:
Section 1. The above recitals are incorporated herein as if fully restated in this Section 1.
Section 2. That the Mayor and City Council hereby declare the property as surplus
property pursuant to Section 11-76-4.1 of the Illinois Municipal Code.
Section 3. That the Mayor and City Council have reviewed the Agreement; the proposed
uses of Heartland Meadows, LLC upon its acquisition; and the recommendation of the City
Administrator and hereby approve the Agreement for approximately 8.3 acres, zoned as B-2 as
attached hereto.
Resolution No. 2024-03
Page 1
Section 4. This Resolution shall be in full force and effect upon its passage and approval
as provided by law.
Section 5. The City Clerk is hereby directed to publish this Resolution in a newspaper of
general circulation in the City as soon as possible.
Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this
23rd day of January,A.D. 2024.
Cl Y CLERK
KEN KOCH AYE DAN TRANSIER AYE
ARDEN JOE PLOCHER AYE CRAIG SOLING AYE
CHRIS FUNKHOUSER ABSENT MATT MAREK AYE
SEAVER TARULIS NAY RUSTY CORNEILS AYE
APPROVED by me, as Mayor of the United City of Yorkville, Kendall County, Illinois
this 23`d day of January,A.D. 2024.
i
f \
MAYOR Y
Attest:
Cl Y CLERK
Resolution No. 2024-03
Page 2
Dated: December 8, 2023
STATE OF ILLINOIS )
COUNTY OF KENDALL )
COMMERCIAL PURCHASE AND SALE AGREEMENT
THIS COMMERCIAL PURCHASE AND SALE AGREEMENT (this "Agreement")
is entered into this a3'r14 day of TQ 1)U Q Yl J , 2024 (the "Effective Date"), which shall
be the date the last party executes this Agreement), by and between THE UNITED CITY OF
YORKVILLE, ("SELLER") and HEARTLAND MEADOWS, LLC, AN ILLINOIS LIMITED
LIABILITY COMPANY or Its Assignee to an Authorized Legal Entity to be created by
PURCHASER ("PURCHASER"). SELLER and PURCHASER are sometimes collectively
referred to as the "Parties."
RECITALS :
A. SELLER is the owner of certain real property located in the United City of
Yorkville, Sections 17 and 20 of Bristol Township ( "Township"), Kendall County, Illinois,.as
depicted in the attached legal description as Exhibit "A" approximately Eight Point Three
(8.3)gross surveyed acres more or less of real property and identified as PIN:_02-20-351-006_as
more accurately described in the legal description to be provided by survey and to be attached
hereto as Exhibit "B" upon Agreement of SELLER'S and PURCHASER'S Counsel. The parcel of
Real Property being sold herein is referred to as the "Subject Parcel" SELLER has agreed to sell
that portion of the Subject Parcel exclusive of the trail along the southern border of the Subject
Parcel, the remaining portion of the Subject Parcel hereinafter referred to as the"Subject Property"
as depicted in the attached Heartland Meadows West Conceptual Site Plas as set out in the attached
Exhibit "C" incorporated herein by reference to PURCHASER for the sum of Four Hundred Five
Thousand Dollars ($405,000.00)the"Purchase Price".
THEREFORE, in consideration of the mutual covenants and the undertakings described
in this Agreement, and other good and valuable consideration, the receipt and adequacy thereof
being expressly acknowledged, the Parties agree as follows:
1.Agreement to Sell. SELLER agrees to sell, transfer and convey the Subject Property as
set forth in paragraphs A and B above in exchange for the Purchase Price at Closing is set forth in
paragraphs A and B above hereof and shall be paid at the Closing in wired funds.
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2. Earnest Money Deposit. On or prior to the seventh (71h) business day after the
Effective Date, PURCHASER shall make a deposit in the form of Cashier's check from
PURCHASER, in the amount of Twenty Five Thousand Dollars ($25,000.00) ("Earnest Money
Deposit") to Chicago Title Company, Yorkville, Illinois office ("Title Insurer"), which shall be
held in Strict Joint Order ("SJO") escrow by the Title Insurer. Upon expiration of the
Platting/Entitlement Period (defined in Section 8 ), provided PURCHASER has not terminated
this Agreement as permitted herein, and Seller has not otherwise defaulted and failed to cure its
default,the Earnest Money Deposit shall become non-refundable and applicable as a credit against
the Purchase Price.
3. (a) Due Diligence Materials. Within Fourteen (14) Business days from the
Effective Date, SELLER shall, at SELLER's expense, provide PURCHASER a copy of all
documents relating to the Subject Property that are in the possession of SELLER, its agents,
attorney and consultants including, but not limited to, any reports, investigations, studies,plans or
documents pertaining to the Subject Property in SELLER's possession (the "Due Diligence
Period").
(b) Site Access. PURCHASER shall be granted reasonable access to the Subject Property
during the term of the Agreement to obtain soil tests, engineering studies, environmental (hazardous
waste) study, and archeological study. Copies of all reports shall be provided to SELLER within
Thirty(30)business days of receipt by PURCHASER of each report.Prior to entry of PURCHASER
or its agents, employees, or subcontractors on the Subject Property, PURCHASER shall provide
SELLER or SELLER's Attorney a Certificate of Insurance for at least One Million Dollar
($1,000,000.00) Liability Insurance naming SELLER as a party insured for Liability purposes in
regard to any onsite testing or investigations.
4. Evidence of Title. Within Fourteen (14) Business days from the Effective Date,
SELLER shall deliver to PURCHASER a commitment for a Chicago Title ALTA Owner's Title
Insurance Policy ( "Commitment"), issued by the Title Insurer in an amount equal to the Purchase
Price, naming PURCHASER as the proposed insured and identifying the condition of title to the
Subject Property, together with legible copies of all the instruments and documents referenced in
the Commitment and all Schedule B documents and including but not limited to all easements
which are appurtenant to or burden the Subject Property.
5. Survey. SELLER shall provide PURCHASER with a Current ALTA Extended
Coverage Survey within 30 business days of SELER'S written acceptance of this Agreement. The
ALTA Survey to be made in accordance and in compliance with the most current ALTA/ ASCM
Urban Land Survey Standards and containing Table A Option Numbers 1,2,3,4,6, 7(a), 7(b), 7(c),
8, 9, 10, 11, 11(a), I I(b), 13, 14, 15 and 16 ("New Survey"). The New Survey shall be sufficient to
cause the Title Company to delete the standard printed survey exception and to issue an owner's
title policy free from any survey objections other than the Permitted Exceptions. The certification
on the Survey shall run to the benefit of the PURCHASER,Title Company, PURCHASER's Lender
and SELLER.
6. Permitted Exceptions. PURCHASER shall have twenty-one days(21) from receipt
of the ALTA Survey and the Commitment, including all Schedule documents referenced
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therein("Title Review Period")to review the Survey,the Commitment and all instruments and documents
referenced in the Commitment.Permitted Exceptions shall include a limitation on the permitted commercial
uses of any portion of the Subject Property as mutually agreed by the Seller and Purchaser and a covenant
permitting use of the area of the Subject Property designated for parking for activities in the adjoining park
area so long as such use does not interfere with the hours of operation of any business located at the Subject
Property. Prior to expiration of the Title Review Period, PURCHASER or PURCHASER's attorney may
deliver to SELLER a written objection as to item(s)identified(or which the Title Insurer or surveyor failed
to identify) in the Commitment ("PURCHASER's Objection Letter "), SELLER shall have five (5) days
from its receipt of PURCHASER's Objection Letter to notify PURCHASER by written notice("SELLER
Objection Response ") as to whether or not SELLER has elected either (i) to cure any title defects or
unpermitted exceptions identified in PURCHASER's Title Notice,or(ii)to cause the Title Insurer to insure
the title defects or unpermitted exceptions identified in PURCHASER's Objection Letter in a manner
satisfactory to PURCHASER. Any items not raised in PURCHASER's Objection Letter shall be deemed
"Permitted Exceptions." If Seller elects,not to cure any matter objected to in the PURCHASER's Objection
Letter,then PURCHASER shall have five(5)business days thereafter to notify SELLER by written notice
(an "PURCHASER's Title Waiver Notice")as to whether PURCHASER has elected either(i)to waive its
objection or objections to the matter or matters not being cured by SELLER, without reduction of the
Purchase Price,or(ii)to terminate this Agreement,in which event the Initial Deposit(which has not yet been
applied as no closing shall have occurred) shall be promptly returned to PURCHASER. If PURCHASER
fails to deliver PURCHASER's Title Waiver Notice,such failure shall be deemed a waiver of such objections
and such exceptions shall become Permitted Exceptions.
7. Feasibilityy Period PURCHASER may terminate this Agreement without fault if it is unable
to obtain Zoning, Preliminary Platting approval, and Final Plat Approval within the Platting/Entitlement
Period granted herein under Paragraph 3-8 of this Agreement. In the event PURCHASER is able to obtain
Zoning and Final Plat Approval granting Entitlements by the United City of Yorkville in order to allow
development of the Subject Property in substantial conformity with the Conceptual Site Plan of
PURCHASER, incorporated herein as Exhibit "C" as requested for the Subject Property, PURCHASER
shall be irrevocably required to purchase the Subject Property. PURCHASER shall use its best efforts to
seek approval of its entitlement requests with the United City of Yorkville.Commencing on the Effective
Date through the date five (5) months after the Effective Date ("Feasibility Period") the PURCHASER
shall be entitled to satisfy itself in its sole discretion, that the Property may be used for PURCHASER's
intended purpose,including without limitation,PURCHASER's right to reasonable access to the Property
for the purpose of inspecting the physical condition of the Property and obtaining all required third party
zoning, Preliminary and Final Platting approval and governmental permits and approvals from any
applicable governmental body including but not limited to the United City of Yorkville,Yorkville School
District,County of Kendall Stormwater Department,Bristol-Kendall Fire Department,and Illinois EPA.
8. Platting/Entitlement Period. PURCHASER shall file a Petition for Zoning& Site Plan
Approval of Preliminary Engineering and a Preliminary Plat, solely at PURCHASER's expense,within
thirty(30)days after the expiration of the FeasibilityPeriod,then PURCHASER shall thereafter have one
hundred eighty (180) days (the "Platting/Entitlement Period") to obtain approval of Zoning, Final
Engineering and a Final Plat of Subdivision from the United City of Yorkville for development of the
Subject Property with the following conditions:
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A. That the Site Plan shall permit the development of up to 4 separate lots for commercial
purposes as set out in the attached Exhibit "C". The individual parking lots to be
maintained by the Association of the 4 lots in proportion to the parking area within the
lot lines of each individual, or combined lot.
To conform to that request,PURCHASER shall create a Business Owner's Association
in conjunction with Final Plat Approval providing for Cross Access Easements to each
of the commercial areas, and cross parking agreements for the benefit of the 4
commercial lots.
B. That the Zoning Class attributable to the commercial area shall be in substantial
conformity with the United City of Yorkville B-3 Zoning District in order to permit
building of office buildings, restaurants, or any other permitted or Special Use within
the B-3 Zoning Classification or the less intense zoning classifications under the United
City of Yorkville Unified Development Ordinance for 13-1 and B-2 purposes.
The parties hereto acknowledge that the original Subdivision was planned and
engineered for development with substantially the same lot coverage proposed in
Exhibit "C" and that no additional detention or retention requirements other than
connecting to current out lot storm ponds and current storm sewer installation to which
the United City of Yorkville can grant access to Purchaser shall be required for
development of the commercial or residential proposed on Exhibit"C"hereto.
C. The parties agree that the City shall lock current existing City water and sanitary sewer
connection tap on fees as are in effect as of December 1, 2023 for five (5) years
following the date of City Council approval of the final plat of the Subject Property as
outlined in Exhibit "C".
D. That the residential proposed lots in the attached Exhibit "C" will be governed by
Covenants and a Planned Unit Development Agreement limited to a 55 year and older
active adult community. The lot sizes will conform at least to the minimum lot size and
setback requirements that PURCHASER has used in a related Development that has
been partially built out in the United City of Yorkville and known as Heartland
Meadows.
PURCHASER may tenninate this Agreement if it is unable to obtain Zoning Approvals
within the Platting/Entitlement Period, by providing SELLER with written notice of termination
on or before the expiration of the Platting/Entitlement Period, in which event the Earnest Money
shall be released to PURCHASER and the parties shall have no further rights or obligations under
this Agreement, with the exception of any surviving obligations of either party hereunder this
Agreement, including but not limited to PURCHASER's restoration and indemnity obligations,
which shall survive. If PURCHASER does not provide SELLER with written notice of termination
on or before the expiration of the Feasibility Period.
If PURCHASER is satisfied with the Subject Property, it will deliver its Notice of
Suitability ("NOS") prior to the expiration of the Feasibility Period.
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PURCHASER will also have the Platting Entitlement Period to commence and pursue all
approvals from the United City of Yorkville and any other applicable authorities which are necessary
to construct PURCHASER's intended improvements. PURCHASER's obligation to purchase the
land is contingent upon receiving Final Site Plan/Final Plat approval from the United City of
Yorkville along with zoning approvals including, without limitation, rezoning and/or re-platting of
the Subject Property (if necessary), site plan approvals, fee verification, public financing assistance
including, without limitation, department of transportation approvals, and applicable
wetland/floodplain authority approvals. In the event that PURCHASER does not proceed with the
purchase of either parcel, PURCHASER shall tender to SELLER at no cost all surveys,topography,
environmental studies,drawings,evaluations of any kind and government agency reports of any kind
obtained by PURCHASER during the Feasibility Period or platting entitlement period other than
proprietary financial information at no cost.
Closing to occur within ninety (90) days after receipt of the final site plan approval, Final
Engineering and Final Plat approval.
9. Conditions to Closing.Without limiting any of the other conditions to the Closing,
the obligations of PURCHASER at closing under this Agreement is subject to the satisfaction of
the following conditions ("Closing Conditions") as of the Closing Date any of which may be
waived by PURCHASER:
A. All of the representations and warranties made by SELLER set forth in this
Agreement shall be true and correct in all material respects when made. SELLER shall recertify
its representations and warranties as of each Closing Date.
B. SELLER shall have performed, observed and complied in all material respects with
all covenants and agreements required by this Agreement to be performed by SELLER at or prior
to such Closing including,without limitation, delivery of all of documents required to be delivered
at Closing by SELLER.
10. Closing Deliveries. At Closing the Parties shall execute the following documents
and take the following actions:
A. Payment of Purchase Price. PURCHASER shall pay to SELLER the Purchase
Price for the Subject Property plus or minus applicable adjustments and prorations under this
Agreement.
B. Warranty Deed. SELLER shall deliver to PURCHASER a fully executed and
recordable warranty deed for the Property to be purchased at Closing, conveying title to the Subject
Property, subject only to the Permitted Exceptions including items set forth in Paragraph 6, the
applicable City Zoning Ordinance and encumbrances that have accrued due to the acts or omissions
of PURCHASER. The warranty deed shall be accompanied by an Illinois real estate transfer tax
valuation affidavit ("PTAX-203"), as the purchase price is not to be reflected on the warranty deed.
SELLER shall be responsible for preparation of the PTAX-203, the accuracy of all information
contained therein and any supplements thereto that may be required. SELLER shall indemnify,
defend and hold harmless PURCHASER from and against any and all claims, liabilities, losses,
causes of action, damages, costs or expenses including court costs and reasonable attorney fees
incurred by PURCHASER as
P
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a result of any failure to pay or accurately report Illinois real estate transfer taxes due as a result of
PURCHASER's purchase of the Subject Property. The Parties acknowledge that No Revenue
Stamps shall be required to be obtained or paid for by either Party since a sale from a Governmental
Entity is Exempt under Illinois Compiled Statutes 200/31-45(b).
C. Non-Foreign Person Affidavit. SELLER shall furnish to PURCHASER with an
affidavit stating that SELLER is not a "foreign person" within the meaning of IRC Section 1445(f)
(3), as amended.
D. Closing Statement. SELLER and PURCHASER shall execute a closing statement
showing the Purchase Price for the real property being acquired at Closing together with all
prorations, adjustments and credits, if any, as required under this Agreement. SELLER shall pay
for the Owner's Policy. PURCHASER shall pay for recording of the deed and mortgage and the
costs of any title endorsements requested by PURCHASER, including any lender's title policy.
Title Company closing fees, including any escrow fee, shall be split evenly between the Parties.
There is no municipal transfer tax to be paid at a Closing.
E. Title Insurance Policy. SELLER shall order and pay for, and Chicago Title
Insurance Company shall be prepared to issue, an owner's policy of title insurance subject only to
the Permitted Exceptions in an amount equal to the Purchase Price(with extended coverage) with
respect to the applicable Property to be purchased at Closing and provide to the Title Company
such documents that may reasonably be requested by the Title Company to satisfy any of the
Schedule B requirements applicable to SELLER. PURCHASER shall be responsible to pay the
cost of any title company endorsements excluding extended coverage that PURCHASER requests
or requires; or that are required by PURCHASER's Lender, if any.
F. Affidavit of Title. The SELLER shall execute a standard "Affidavit of Title."
G. certificate stating that no financing statements executed by or on behalf of Seller
have been filed against the Premises since the date of the most recent UCC searches delivered by
Seller to Buyer hereunder;
H. evidence of any notices, reports or registrations received from or
delivered to the Illinois State Fire Marshall under any regulations for Underground Storage
Tanks and/or any other federal, state or local health and safety regulations;
I. Further Assurances. The parties shall execute such additional documents and
instruments and take such further actions as may be reasonably requested by either party or
necessary to complete the purchase and sale of the real property at each Takedown in accordance
with this Agreement.
11. Real Estate Tax Prorations . Real Estate taxes shall be prorated at 105% of the
last year's tax bill if any.
12. Possession. At closing, SELLER shall deliver to PURCHASER exclusive physical
possession of the real property that is acquired by PURCHASER, free and clear of any rights or
claims of possession by SELLER or any third party.
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13. Permits, Fees; Plans and Elevations:
PURCHASER shall pay any zoning application fees, studies, or engineering drawings with
regard to the development Property. PURCHASER shall hold SELLER harmless form payment
for any fees or costs for entitlement and permitting matters with respect to the Subject Property
which result from or are based on any such zoning or entitlement requests by or approvals obtained
by Purchaser. SELLER hereby consents to the right of PURCHASER to file for any necessary
Zoning/Platting/Review Requirements as a Contract Purchaser once SELLER executes its
acceptance of this Contract in writing.
14. SELLER's Representations, Warranties and Covenants. SELLER represents,
warrants and covenants to PURCHASER the following:
A. Power and Capacity. SELLER has the full power, capacity and legal right to
execute and deliver this Agreement and sell the Subject Property to PURCHASER pursuant to the
terms of this Agreement. The execution, delivery and performance of this Agreement and the
obligations undertaken by SELLER under this Agreement have been duly authorized by all
necessary action, and this Agreement has been executed by a duly authorized representative of
SELLER and constitutes a valid and binding obligation of SELLER, enforceable in accordance
with its terms. At all times during the term of this Agreement, SELLER shall not transfer any
portion of the Subject Property or grant or permit any easements, liens, mortgages encumbrances
or other interests with respect to the Real property without PURCHASER's prior written consent.
B. Contractual Obligations. The execution and delivery of this Agreement, and the
performance by SELLER of any and all transactions contemplated by this Agreement, will not
breach any contractual covenant or restriction between SELLER and any third-party affecting the
real property.
C. Condemnation Proceedings: Special Assessments.SELLER has neither received
written notice nor has actual knowledge of any condemnation or eminent domain proceeding
regarding any of the Subject Property and has not entered into any negotiations for the disposition
of any of the Subject Property in lieu of the commencement of condemnation or eminent domain
proceedings and,to SELLER's actual knowledge,without duty of inquiry,there are no proceedings
pending before any governmental agency to impose a special assessment or other public authority
charge against all or any of the Real property.
D. Litigation. There is no pending or, to the best of SELLER's actual knowledge,
threatened litigation, administrative action or examination, claim or demand relating to the Real
property, or any pending or threatened exercise of the power of eminent domain, condemnation
proceeding or other, governmental taking with respect to all or any part of the real property. No
notice of default under laws, ordinances, rules and regulations of any governmental authority
having jurisdiction over the real property, or any like agreement, has been issued or threatened to
SELLER.
E. Condition of the Property.PURCHASER acknowledges that the Subject Property
is being purchased in an "AS IS" condition and SELLER is not making any representation as to
the condition of the Property; except as previously stated hereirp
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F. Existing Due Diligence Materials. The Existing Due Diligence Materials are all
of the surveys, plats, agreements, declarations, ordinances, soil reports, notices, environmental
studies or other report prepared for SELLER that SELLER has in its possession or control. To
the best of SELLER's knowledge, the Existing Due Diligence Materials are copies of the original
documents in the SELLER's possession.
G. Environmental. To the best of SELLER's knowledge, no hazardous substances are
located on or have been stored,generated,used,processed or disposed of on or released or discharged
from(including ground water contamination)the Real property or the Subject Property,and no above
ground or underground storage tanks exist on or have been removed from, the Subject Property.
Anything in this Agreement to the contrary notwithstanding, it is expressly understood and agreed
that PURCHASER does not assume or agree to be responsible for, and SELLER hereby agrees to
defend, indemnify and hold PURCHASER harmless from and against any and all claims,obligations
and liabilities and all costs, expenses and attorney's fees incurred based upon or arising out of any
obligation, liability, loss, damage or expense, of whatever kind or nature, contingent or otherwise,
known or unknown,incurred under,or imposed by, any environmental laws with respect to a Subject
Property prior to the Closing and the Subject Property. SELLER's obligation to indemnify
PURCHASER with respect to environmental matters shall expressly survive termination of this
Agreement in accordance with Section 24 of this Agreement.
H. The Subject Property is currently tax exempt and no action has occurred to alter the
tax exempt status.
1. To the best of SELLER's knowledge and SELLER has received no Notices
Ordinances or other notifications of any obligations in connection with the Subject Property or
any so-called "recapture agreement" involving refund for sewer extension, over sizing utility
lines, lighting, roadway or like expense or charge for work or services done upon or relating to
the Subject Property which will bind PURCHASER or the Premises from and after the Closing
Date.
J. All United City of Yorkville Service Contracts,management contracts, and leases with
respect to the Property shall be terminated at or prior to closing.
15. PURCHASER's Representations, Warranties and Covenants. PURCHASER
represents, warrants and covenants to SELLER as follows:
A. Due Organization. PURCHASER is a legal entity duly organized and in good
standing under the laws of the State of Illinois.
B. Power and Capacity. PURCHASER has the full power, capacity, authority and
legal right to execute and deliver this Agreement and to perform its obligations under this
Agreement.
C. Due Authorization. This Agreement has been duly authorized, executed and
delivered by PURCHASER and constitutes the legal, valid and binding obligation of
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PURCHASER, enforceable in accordance with its terms. Prior to Closing, any and all documents
required by this Agreement to be executed and delivered by PURCHASER shall have been duly
authorized, executed and delivered by PURCHASER, and all such documents shall contain legal,
valid and binding obligations of PURCHASER enforceable in accordance with their terms.
16. Signage. Signage mutually acceptable to SELLER and PURCHASER may be
erected at PURCHASER's expense on the Subject Property. SELLER agrees to allow signage to
be installed at the close of Feasibility Period provided that any such signage shall be in conformity
with any applicable United City of Yorkville Unified Development Ordinance.
17. Real Estate Commission. The Parties hereto acknowledge that NO Real Estate
Brokerage Commission or Property Manager payment is due to any Third Party that arises out of
this transaction.
18. Condemnation. In the event that notice of any action, suit or proceeding shall be
given for the purpose of condemning all or any portion of the Subject Property prior to the date
such real property has been conveyed to PURCHASER, then PURCHASER's rights and
obligations under this Agreement with respect to such real property shall terminate, and the
proceeds resulting from the condemnation shall be paid to SELLER.
19. Default.
A. PURCHASER Default. If PURCHASER fails to purchase the Subject Property
according to the terms of this Agreement, the SELLER shall provide PURCHASER written notice
of said default("SELLER Default Notice").PURCHASER shall have thirty(30)days from its receipt
of the SELLER Default Notice ("Cure Period") to cure or to substantially commence a cure of the
default(s) identified in the SELLER Default Notice. SELLER shall have the right to terminate this
Agreement if PURCHASER fails to cure or substantially commence a cure of the default identified
in the SELLER Default Notice during the Cure Period. In the event of the termination of this
Agreement, SELLER shall retain the any earnest money being held by Title Insurer at the time of
such respective default by PURCHASER. Retention of the earnest money shall be deemed liquidated
damages as SELLER'S sole and exclusive remedy that Parties agree that the damages suffered by
SELLER would be speculative and difficult to ascertain and not a penalty, and the Parties shall have
no further rights or obligations under this Agreement, with the exception of obligations which
expressly survive termination.
B. SELLER Default. if SELLER defaults in the performance of its obligations under
this Agreement, and such default is not cured or SELLER has not substantially commenced a cure
within thirty(30)days from SELLER's receipt of written notice from PURCHASER,PURCHASER
may at Its discretion either (i) terminate this Agreement by written notice to SELLER, in which
event the Earnest Money shall be returned to PURCHASER; or commence an action under Illinois
law to specifically enforce this Agreement Thereafter neither party shall have any further claims or
obligations hereunder, except such obligations as are herein expressly made to survive such
termination; or(ii) seek specific performance of this Agreement.
20. No Joint Venture. (a) Neither Party is the agent,partner or joint venture partner of
the other; neither Party has any obligation to the other except as pecified in this Agreement.
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21. Non-Waiver. The failure of either Party to complain of any act or omission on the
part of the other Party, no matter how long it may continue, shall not be deemed to be a waiver by
any Party to any of its rights hereunder except as expressly provided for in this Agreement.
22. Third Party Rights. No Party other than SELLER and PURCHASER and their
successors and assigns, shall have any right to enforce or rely upon this Agreement, which is
binding upon and made solely for the benefit of SELLER and PURCHASER, and their respective
successors or assigns, and not for the benefit of any other Party.
23. Survival. The representations, warranties and covenants contained in this
Agreement shall survive a Takedown with respect to such Property acquired in each respective
Takedown for a twelve (12) month period thereafter and shall not merge upon the delivery of the
warranty deed for the Property.
24. Time. TIME IS OF THE ESSENCE OF ANY AND ALL UNDERTAKINGS
AND AGREEMENTS OF THE PARTIES HERETO.
25. Notices. All notices required or permitted hereunder shall be in writing and shall
be served on the parties at the addresses set forth below. Any such notices shall be either (i) sent
by overnight delivery using a nationally recognized overnight courier, in which case notice shall
be deemed delivered one (1) business day after deposit with such courier, (ii) sent by email, in
which case notice shall be deemed delivered upon transmission of such notice, or (iii) sent by
personal delivery, in which case notice shall be deemed delivered upon receipt or refusal of
delivery.A party's address may be changed by written notice to the other party;provided,however,
that no notice of a change of address shall be effective until two (2) Business Days following
actual receipt of such notice. The Parties agree that the attorney for each respective party has the
authority to send and receive notices on behalf of such party.
If To SELLER: United City of Yorkville
Attn:
651 Prairie Pointe Drive
Yorkville, IL 60560
Telephone: 630-553-43 50
E-mail:
With a copy to: Attorney Kathleen Field Orr
Ottosen DiNolfo Hasenbalg & Castaldo, Ltd.
1804 North Naper Boulevard, Suite 350
Naperville, Illinois 60563
0:312-382-2113, C: 708-267-6244
kt'O ca ottoscnlaw.com
If To PURCHASER: Heartland Meadows, LLC, An Illinois Limited Liability Company
608 E. Veterans Parkway
Yorkville, Illinois 60560
Telephone: 630-553-3322
Email No: i2pii,uhct o mai l,01 unt
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With a copy to: Daniel Kramer
The Law Office of Dan Kramer
1107A South Bridge Street
Yorkville, IL. 60560
Telephone: 630-553-9500
Email' dkramer("(udankramerlaw.coiii
Any party to this Agreement may at any time change the address for notices to that party by giving
notice in this manner.
26. Days. Whenever this Agreement requires that something be done within a specified
period of days, that period shall (i) not include the day from which the period commences, (ii)
include the day upon which the period expires, (iii) expire at 6:00 p.m., local time in the jurisdiction
in the where the Property is located on the day upon which the period expires, and (iv) unless
otherwise specified in this Agreement,be construed to mean calendar days;provided,that if the final
day of the period falls on a Saturday, Sunday or legal holidays,which shall include but not be limited
to December 24, 25 and January 1, the period shall extend to the first business day thereafter. As
used in this Agreement, "business day" means each day of the year other than Saturdays, Sundays,
legal holidays and days on which national banks in the location where the Subject Property is located
are generally authorized or obligated by law to close.
27. Severability. If one(1)or more of the provisions contained in this Agreement shall
for any reason be held to be invalid, illegal or unenforceable in any respect, that invalidity,
illegality or unenforceability shall not affect any other provision of this Agreement, and this
Agreement shall be construed as if the invalid, illegal or unenforceable provision had never been
contained within the body of this Agreement.
28. Entire Agreement. This Agreement embodies the entire understanding between
the Parties with respect to the transaction contemplated herein and all prior or contemporaneous
agreements, understandings, representations, warranties and statements, oral or written, are
superseded by and merged into this Agreement. Neither this Agreement nor any of its provisions
may be waived,modified or amended except by an instrument in writing signed by the party against
which enforcement is sought, and then only to the extent set forth in that instrument.
29. Governing Law. This Agreement shall be governed by and construed in
accordance with the provisions of the laws of the State of Illinois. Kendall County shall be the
agreed venue for any action with respect to the subject matter hereof.
30. Captions; Agreement Preparation. Captions to paragraphs and sections of this
Agreement have been included solely for the sake of convenient reference and are entirely without
substantive effect. Each of the Parties has joined in and contributed to drafting this Agreement,
and the Parties agree that there shall be no presumption favoring or burdening any one or more
Parties based upon draftsmanship.
31. Successors and Assigns. Either party shall be entitled to assign its rights or
obligations under this Agreement without the consent of the other party so long as such assignment
is to entity which is controlled or is a parent entity exercising c pl over such party. Any other
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assignment shall require the consent of the other party, which consent shall not be unreasonably
withheld. Subject to the foregoing, this Agreement shall be binding upon, and its benefits shall
inure to, the Parties hereto and their respective heirs, personal representatives, successors and
assigns.
32. Counterparts; Signatures. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which shall constitute one
agreement. The signature of any party to any counterpart shall be deemed to be a signature to, and
may be appended to, any other counterpart. For purposes of this Agreement, a facsimile signature
or electronic copy of a signature shall be deemed the same as an original.
33. Confidentiality. Except to the extent that either party needs to disclose financial
terms of this agreement to professionals bound by privileged to their respective client or a Lender,
the parties shall keep all financial and closing terms of this Agreement confidential between they
and their retained experts.
34. Illinois Bulk Sales. SELLER warrants to PURCHASER that it has no obligation to
comply with the Illinois Bulk Sale Act in that the subject Real Estate Sale does not comprise a
significant portion of the SELLER's real property; or result in a transfer of SELLER's Business.
35. Time. SELLER and PURCHASER agree that time is of the essence and that failure
of either party to strictly comply with the time limitations contained herein shall be considered as
a default unless provided otherwise herein or unless expressly waived in writing by agreement of
the non-defaulting party.
36. Counterpart/PDF Execution. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original. Further this Agreement may be executed
by PDF attached to email transmission and such PDF signatures shall be valid and binding for all
purposes when transmitted to the other party. Notwithstanding the foregoing, each party signing
by PDF agrees to provide the other with an original signature hereon within two (2) business days
of its execution of this Agreement.
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Signature Page Follows
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THIS AGREEMENT has been executed by the SELLER hereto on the date set forth below.
"SELLER"
United City of Y��kv'll
By:
)) "
Mayor
AttestD- �?f � i) i�
Cit Clerk
Dated:
C
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THIS AGREEMENT has been executed by the PURCHASER hereto on the date set forth below.
"PURCHASER"
HEARTLAND MEADOWS, LLC, AN ILLINOIS LIMITED LIABILITY COMPANY
By:
Its: _Agent_
Dated: 7U• Z
i
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Exhibit"A"
Legal Description
Lot 22 in Kendall Marketplace,being a Subdivision of part of the Southeast Quarter of Section 19,
the South Half of Section 20, and the Northwest Quarter of Section 29, Township 37 North, Range
7 East of the Third Principal Meridian, in the United City of Yorkville, Kendall County, Illinois.
PIN: Part of 02-20-351-002 Address: Part of the land located at the Northwest Corner of Route
34 and Cannonball Drive, Yorkville, Illinois.
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CANNONBALL TRAIL