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Ordinance 2024-27 UNITED CITY OF YORKVILLE KENDALL COUNTY, ILLINOIS ORDINANCE NO. 2024-27 AN ORDINANCE OF THE UNITED CITY OF YORKVILLE, ILLINOIS, AUTHORIZING THE ACQUISITION OF REAL ESTATE AND APPROVAL OF A REAL ESTATE PURCHASE AGREEMENT WITH GRUNDY BANK AS TRUSTEE UNDER TRUST AGREEMENT DATED DECEMBER 31, 2009 AND KNOWN AS TRUST NUMBER 1505 Passed by the City Council of the United City of Yorkville, Kendall County,Illinois This 11t'day of June, 2024 Published in pamphlet form by the authority of the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois on July 8,2024. Ordinance No. 2024-27 AN ORDINANCE OF THE UNITED CITY OF YORKVILLE, ILLINOIS, AUTHORIZING THE ACQUISITION OF REAL ESTATE AND APPROVAL OF A REAL ESTATE PURCHASE AGREEMENT WITH GRUNDY BANK AS TRUSTEE UNDER TRUST AGREEMENT DATED DECEMBER 31, 2009 AND KNOWN AS TRUST NUMBER 1505 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, Grundy Bank, as Trustee under Trust Agreement dated December 31, 2009 and known as Trust Number 1505 (the"Seller") owns certain property located within a redevelopment project area, commonly known as 121 East Van Emmon Street, Yorkville, IL 60560 and identified by parcel numbers 02-033-154-013, -015, and-018 (the"Subject Property"); and WHEREAS, the City is authorized to purchase certain real property located within a redevelopment project area pursuant to the Tax Increment Allocation Redevelopment Act (65 ILCS 5/I1-74.4-1 etseq.); and WHEREAS, the Mayor and City Council find that it is in the best interests of the City and its residents to purchase the Subject Property; and WHEREAS, the City and the Seller desire to enter into a real estate purchase agreement to transfer title of the Subject Property to the City (the "Purchase Agreement"), in substantially the form attached hereto as Exhibit A. 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 Corporate Authorities. Section 2. In consideration of the foregoing recitals, the Mayor and City Clerk are hereby authorized and directed to sign the Purchase Agreement and take any other action that may be necessary to complete the transfer of the Subject Property. Section 3. This Ordinance shall be in full force and effect upon its passage and approval as provided by law. Ordinance No.2024-27 Page 2 Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this 11 th day of June, A.D. 2024. IT CLERK KEN KOCH AYE DAN TRANSIER AYE ARDEN JOE PLOCHER AYE CRAIG SOLING AYE CHRIS FUNKHOUSER NAY MATT MAREK AYE SEAVER TARULIS AYE RUSTY CORNEILS AYE APPROVED by me, as Mayor of the United City of Yorkville, Kendall County, Illinois this isfiday ofv1�� , A.D. 2024. , MAYOR Attest: C Y CLERK Ordinance No. 2024-27 Page 3 CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE This Contract for Purchase and Sale of Real Estate ("Agreement") is entered into this L day of ully,z2024, between the United City of Yorkville, Kendall County, Illinois ("Purchaser"), and Grundy Bank, as Trustee under Trust Agreement dated December 31, 2009 and known as Trust Number 1505 ("Seller"), for the sale of the property commonly known as 121 East Van Emmon St, Yorkville, IL 60560 ("Subject Property"), along with any improvements thereon, if any, legally described in Exhibit A attached hereto and identified as parcel numbers 02-033-154-013, -014, and -018. In consideration of the Purchase Price being paid by Purchaser to Seller, as specifically described below, and for the other mutual covenants and agreements contained in this Agreement, the Parties agree as follows: Article I. Covenants of Seller 1.1 Seller agrees to convey title to the Subject Property on the date that a note in the amount of the Purchase Price (as defined Article 2.1 below) (the "Note") is delivered to the Seller and all other considerations called for by this Agreement have been satisfied by Purchaser, by recordable Trustee's Deed, subject to the following exceptions (the "Permitted Excepticn"): a) General real estate taxes not then due and payable for which credit shall be given to Purchaser at the Closing Date as set forth in Section 4.1; b) Zoning and building ordinances; c) Public utility easements; and d) Covenants and restrictions of record as to use and occupancy. 1.2 Seller agrees that upon execution of this Agreement by the parties hereto, the Seller shall permit the Purchaser to immediately have access to the Subject Property to clear the Subject Property and commence the removal of all equipment, debris, garbage, including any 1 item of personal property. The Purchaser shall provide the Seller with an indemnification and hold harmless in the form attached hereto as Exhibit B. Article II. Purchase Price 2.1 Purchaser agrees to pay Seller nine hundred thousand dollars ($900,000) plus or minus prorations ("Purchase Price"), in the form of a Note attached hereto as Exhibit C providing for six (6) principal payments of $150,000.00 (one hundred fifty thousand dollars), commencing with the first payment of $150,000.00 (one hundred fifty thousand dollars) less prorations (the "First Installment") being due upon the Closing Date as set forth in section 4.1 and five equal (5) annual payments on the anniversary date of the date of the First Installment. Article Ill. 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) An ALTA survey prepared in accordance with the standards for an ALTA/ACSM survey of the Subject Property (as provided); b) A title commitment in the amount of the Purchase Price issued by First American Title Insurance Company for the Subject Property; c) The most recent tax bills relating to the Subject Property; d) All environmental and geotechnical reports relating to the Subject Property; and e) Such other documents as Purchaser may reasonably request. Article IV. Closing 4.1 The Closing Date: The consummation of the conveyance of the Subject Property to the Purchaser pursuant to by this Agreement (the "Closing Date") shall take place at the office of Wheatland Title Company in Yorkville on or before June 28, 2024 (the "Closing Date"). 2 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 Trustee's 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) An ALTA Owner's Policy of Title Insurance, with extended coverage issued by First American Title Insurance Company, insuring Purchaser that it has good and indefeasible fee simple title to the Subject Property, in the amount of the Purchase Price, taking exception for only the Permitted Exceptions, together with all such affidavits, certificates, agreements or other documents as First American Title Insurance Company may require from Seller in order to issue the Owner's Title Insurance Policy in the form required by this Agreement; c) Such evidence of the authority of Seller to consummate the Closing at Wheatland Title Company which Purchaser may reasonably require; d) Real property transfer declarations required by the jurisdiction(s) in which the Subject Property is located; e) A closing statement executed by Seller in the form acceptable to First American Title Insurance Company; f) Such other documents as First American Title Insurance Company may reasonably request; and 4.3 Purchaser shall deliver or cause to be delivered to Seller the following instruments, documents and items: a) The First Installment of the Purchase Price required by Article II above by immediately available wire transferred funds; 3 b) A closing statement executed by Purchaser in the form acceptable to First American Title Insurance Company; and c) Such other documents as First American Title Insurance Company may reasonably request. 4.4 Closing Costs: Seller shall pay for the survey, Seller's title insurance premiums, all recording and one-half escrow charges, and any other closing costs as Seller customarily pays; 4.5 Prorations: All debts, liabilities and obligations of the Seller with respect to the Subject Property, and general real estate taxes not then due and payable, shall be deducted from the First Installment at the Closing Date. 4.6 Real estate commissions will be paid by the Seller. Article V. Defaults 5.1 Default by Seller: In the event Seller shall default in its obligation to convey the Subject Property to Purchaser in accordance with this Agreement for any reason except Purchaser's default or the permitted termination of this Agreement by Seller and Purchaser, Purchaser may, as its sole and exclusive remedies for such default (i) enforce specific performance of this Agreement against Seller, or(ii) terminate this Agreement by written notice to Seller, in which event Seller shall reimburse Purchaser for 100% of all of Purchaser's out-of- pocket costs and expenses incurred in connection with this Agreement after Closing, if any. If Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction on or before on 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 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. 4 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. Article VI. 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 mail, 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 address: If to Purchaser, to: United City of Yorkville d to51 PYYq'ri-e Nnie. �Y_- Yorkville, IL 60560 Attn: Mr. Bart Olson Email: Bolson(a-)yorkville.il.us With a copy to: Ottosen DiNolfo Hasenbalg & Castaldo, Ltd. 1804 N. Naper Blvd., Ste. 350 Naperville, IL 60563 Attn: Kathleen Field Orr (630) 682-0085 (708) 267-6244 (Cell) Email kfo@ottosenlaw.com If to Seller, to: Imperial Investments, LLC 202 W Boombah Blvd Yorkville, IL 60560 Attn: Julie Schlichting, General Counsel Julie.schlichtingQboombah.com and 5 Rick@Boombah.com Any party hereto may at any time, by giving five (5) days written notice to the other party hereto, designate any other address 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. 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. 6.4 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 231d 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 the Parties hereto and their respective permitted successors and assigns. 6.8 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 6 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 the 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 shall 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 - Indemnification (c) Exhibit C - Note 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. 7 6.13 Cross Indemnification: Except as otherwise expressly provided in this Agreement, Seller shall defend, indemnify and hold harmless Purchaser from all loss, expense (including reasonable counsel fees), damage and liability resulting from (a) claims of mechanics and materialmen based on work performed on or at the Subject Property prior to the Closing, and (b) tort claims (including, without limitation, for bodily injury, wrongful death or property damage) against Purchaser or the Subject Property based on causes of action which arose or accrued prior to the Closing, and (c) contract claims arising by, through, or under Seller, by employees, contractors, or utility companies, with respect to matters that occurred or obligations which accrued prior to the Closing. Except as otherwise expressly provided in this Agreement, Purchaser shall defend, indemnify and hold harmless Seller from all loss, expense (including reasonable counsel fees), damage and liability resulting from (a) claims of mechanics and materialmen based on work performed on or at the Subject 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 shall 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. 8 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:ThisAgreement 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 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; 6.18 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; 6.19 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 The Parties now signed and sealed this Agreement on the day and year written above. [Signatures on following page] SELLER— Grundy Bank, as Trustee under Trust Agreement date December 31, 2009 9 and known as Trust No. 1505 by Imperial Investments LLC, beneficiary of Trust No.1505 ( s a f < C ate By: �w 1 i�/' �C_)4- '\ Its: ,z PURCHAS UNITED CITY OF YORKVILLE Date By: ��°�1-� o�i' Its: 10 EXHIBIT A— LEGAL DESCRIPTION OF SUBJECT PROPERTY PARCEL NUMBER: 02-33-154-018; 02-33-154-014; 02-33-154-013 COMMONLY KNOWN AS: 121 East Van Emmon St, Yorkville, IL 60560 LOT 7 IN BLOCK 6 OF BLACK'S ADDITION TO THE VILLAGE OF YORKVILLE. EXCEPTING THAT PART DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE NORTH LINE OF VAN EMMON STREET 50 FEET EAST OF THE SOUTHWEST CORNER OF THE SOUTHEAST 1/4 OF LOT 7AFORESAID; THENCE NORTHERLYAT RIGHTANGLES TO VAN EMMON STREET 100 FEET, THENCE EASTERLY PARALLEL WITH THE NORTH LINE OF VAN EMMON STREET TO WEST LINE OF HEUSTIS STREET, THENCE SOUTHERLY ALONG THE WEST LINE OF HEUSTIS STREET 100 FEET TO THE NORTH LINE OF VAN EMMON STREET; THENCE WESTERLY ALONG THE NORTH LINE OF VAN EMMON STREET, TO THE POINT OF BEGINNING. ALSO, EXCEPTING THAT PART OF LOT 7 IN BLOCK 6 OF BLACK'S ADDITION TO THE VILLAGE OF YORKVILLE, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE NORTH LINE OF VAN EMMON STREET 50 FEET EAST OF THE SOUTHWEST CORNER OF THE SOUTHEAST 1/4 OF LOT 7AFORESAID; THENCE NORTHERLY AT RIGHTANGLES TO VAN EMMON STREET 100 FEET FOR A POINT OF BEGINNING. THENCE NORTH ALONG LAST DESCRIBED COURSE 40 FEET; THENCE EASTERLY PARALLEL WITH THE NORTH LINE OF VAN EMMON STREET TO THE WEST LINE OF HEUSTIS STREET; THENCE SOUTHERLY ALONG THE WEST LINE OF HEUSTIS STREET 40 FEET; THENCE WESTERLY TO THE POINT OF BEGINNING,- ALSO, EXCEPTING THE WEST 12 FEET OF THE SOUTH 70 FEET OF LOT 7 IN BLOCK 6 OF BLACK'S ADDITION TO THE VILLAGE OF YORKVILLE; 1 ALSO, EXCEPTING THAT PART OF LOT 7 IN BLOCK 6 OF BLACK'S ADDITION TO THE VILLAGE OF YORKVILLE DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF VAN EMMON STREET 50.0 FEET EAST OF THE SOUTHWEST CORNER OF THE SOUTHEAST 1/4 OF SAID LOT 7; THENCE NORTHERLY AT RIGHT ANGLES TO VAN EMMON STREET 52.0 FEET; THENCE WESTERLY PARALLEL WITH SAID NORTH LINE OF VAN EMMON STREET 43.20 FEET TO A LINE DRAWN NORTHERLY AT RIGHT ANGLES TO SAID NORTH LINE FROM A POINT ON SAID NORTH LINE WHICH IS 165.0 FEET EASTERLY OF THE SOUTHWEST CORNER OF SAID LOT 7; THENCE SOUTHERLY ALONG SAID PERPENDICULAR LINE 52.0 FEET TO SAID NORTH LINE; THENCE EASTERLYALONG SAID NORTH LINE, 43.20 FEET TO THE POINT OF BEGINNING; ALSO, EXCEPTING THAT PART OF LOT 7 IN BLOCK 6 OF BLACK'S ADDITION TO YORKVILLE DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID LOT 7; THENCE EASTERLYALONG THE NORTHERLY LINE OF VAN EMMON STREET 108.2 FEET FOR A POINT OF BEGINNING; THENCE NORTHERLY AT RIGHT ANGLES TO VAN EMMON STREET 52 FEET; THENCE EASTERLY PARALLEL WITH SAID VAN EMMON STREET 56.8 FEET; THENCE SOUTHERLY TO A POINT ON THE NORTHERLY LINE OF VAN EMMON 56.8 FEET EASTERLY OF THE POINT OF BEGINNING; THENCE WESTERLYALONG THE NORTHERLY LINE OF VAN EMMON STREET 56.8 FEET TO THE POINT OF BEGINNING, IN THE UNITED CITY OF THE VILLAGE OF YORKVILLE, KENDALL COUNTY, ILLNOIS. SITUATED IN THE COUNTY OF KENDALLAND STATE OF ILLINOIS. 2 EXHIBIT B—INDEMNIFICATION On 2024, a Contract for the Purchase and Sale of Real Estate (the "Contract'), dated May , 2024 was entered into by and between the United City of Yorkville, Kendall County, Illinois ("Purchaser") and Grundy Bank of Morris, Illinois as Trustee (the "Seller"), which provided for the sale of the real estate identified by parcel numbers 02-033-154-013, -014, and -018 (the "Subject Property"). The Purchase Price of $900,000 for the Subject Property is to be paid in six (6) equal annual installments of one hundred fifty thousand dollars ($150,000.00) pursuant to a Note, the first installment to be paid on the date of execution of the Note and the remaining payments on the anniversary of the date of execution of the Note. The parties to the Contract acknowledge that Purchaser will be cleaning the Subject Property and making improvements to the Subject Property upon execution of the Contract and prior to the payment in full of the principal amount due under the Note to Seller for the Subject Property. Until such time as all installment payments and other amounts due under the Note have been made to the Seller, Purchaser agrees to fully indemnify and hold harmless Seller, its officers, agents, and successors in interest ("Seller Indemnitees"), for any claims made with regard to the Subject Property or events on the Subject Property, by any agent, contractor or subcontractor, or other entity operating on the Subject Property as allowed by Purchaser ("Purchaser Agents") or other third party, from the time of execution of this Agreement. This indemnification shall survive the expiration or termination of the Contract and remain in full force and effect until such time as Purchaser has completed all installment payments and other amounts due to Seller under the Note. In addition, the Purchaser agrees to: • Keep the Subject Property free from liens and mechanics liens of any kind; • Keep the Subject Property marked to properly notify passersby of dangerous conditions and to dissuade entrance by any unauthorized party; 1 • Insure the Subject Property with carriers acceptable to Seller for at least $2,000,000 per occurrence of general liability coverage; and • Indemnify, defend, and hold harmless all Seller Indemnitees for all claims f(,r Subject Property or bodily injury to Purchaser's Agents or anyone on or near the Property whether allowed or not. As part of this indemnification, Purchaser will promptly notify Seller of any claims made regarding the Subject Property, and will allow Seller to pre-approve any settlement agreements that would encumber the Subject Property. Seller will cooperate with Purchaser on defense or settlement as requested by Purchaser. Indemnification includes, without limitation, all costs of completing work in progress on the Subject Property, all fees, or penalties, and reasonable fees for professional assistance and attorney's fees. If a Default by Purchaser under the Note results in a return to Seller of the Subject Property, Purchaser will: i) transfer to Seller the Subject Property with all improvements made by Purchaser; ii) assign all contracts for work in progress on the Subject Property and all warranties for work on the Subject Property; iii) advise Seller of all contacts with Purchaser's Agents for work done or to be completed on the Subject Property; and, ( iv) return the Subject Property in a secured manner. 2