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Ordinance 2010-15 i Ordinance No. 2010 - AN ORDINANCE AUTHORIZING AN AGREEMENT FOR THE PURCHASE OF CERTAIN PROPERTY WHEREAS, the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois (the "Corporate Authorities "), deem it advisable and necessary for the health, safety, and welfare of the residents of the United City of Yorkville (the "City ") to purchase certain real estate located at 111 West Madison, Yorkville, Illinois (the "Property "); and, WHEREAS, pursuant to the provisions of Section 11 -61 -3 of Article 11 of the Illinois I Municipal Code, a municipality having a population of less than 1,000,000 is authorized to purchase real and personal property for public purposes; and, pursuant to Section 11- 48.2 -2 of Article I 1 of the Illinois Municipal Code, a municipality is authorized to acquire property by purchase or eminent domain (a fee or lesser interest) for preservation as an historic landmark; and, WHEREAS, the County Board of Kendall County ( "Seller ") has agreed to sell the Property i i to the City for the purchase price of $160,000 as currently improved with a structure constructed in 1893 and used as the County Jail until 1992; and, WHEREAS, it is hereby estimated and determined that the cost to purchase the Property for the City is available from reimbursement from the Illinois Department of Transportation and a grant from the Illinois Department of Commerce and Economic Opportunity. NOW, THEREFORE, BE IT ORDAINED by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows: Section L That the Agreement for Purchase and Sale of Real Estate by and between Kendall County, Illinois and this City is hereby approved in the form as presented to this meeting and attached hereto. Section II. From and after the effective date of this Ordinance, the Mayor and City Clerk of the United City of Yorkville are hereby authorized and directed to execute the Agreement; and, the Mayor, City Clerk, City Administrator and City Attorney are further authorized to do all things necessary and essential, including the execution of any documents and certificates, to carry out the p provisions of the Agreement. Section III. This Ordinance shall be in full force and effect from and after its passage and approval as provided by law. h' Passed by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, this C day of rs L , A.D. 2010. ROBYN SUTCLIFF GEORGE T. GILSON, JR. ARDEN JOE PLOCHER DIANE TEELING GARY GOLINSKI MARTY MUNNS ROSE SPEARS WALLY WERDERICH APPROVED by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this 0 77 day of MAi2Cff , A.D. 2010. - "-"UO Mayor Attest: I 3/01/10 AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE THIS AGREEMENT for the purchase and sale of real estate (the "Agreement "), is entered into as of A etc- do , 2010, by and between Kendall County, Illinois (the "Sellers ") and the United City of Yorkville, Illinois (the "Purchaser "). WITNESSETH WHEREAS, Sellers are the owner of certain property located in the City's "downtown" which was constructed in 1893 and used as the county jail until 1992 and now remains as an important historic landmark in the United City of Yorkville (the "Property "); and, WHEREAS, Purchaser desires to purchase from Sellers and Sellers desire to sell to Purchaser all of the Property in order to ensure the preservation of such historic landmark on the terms and conditions set forth below. k NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and f for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: ARTICLE 1 AGREEMENT TO PURCHASE AND SELL 1.1 The Property. Contingent upon Section 1.2 below, Sellers agree to sell and convey to Purchaser, and Purchaser agrees to purchase from Sellers, upon the terms and conditions set forth in this Agreement, Sellers' rights, title and interest in and to the Property legally described on Exhibit A attached hereto and made a part hereof, commonly known as 111 Madison Street, Yorkville and currently improved with an unoccupied structure known as the "Old Jail ". The Property consists of four lots identified by the tax property index number: 02- 32- 287 -001. 1.2 The Purchaser's obligations hereunder to purchase the Property are contingent upon the following: (a) Receipt of no less than $96,000.00 from the Illinois Department of Transportation ( "IDOT ") as reimbursement for the taking of street parking areas along Route 47 as a result of the widening thereof and the receipt of an additional $64,000.00 from a grant, gift or bequest. If Purchaser fails to notify Sellers on or before October 1, 2010, of its inability to obtain said funds, the parties agree this contingency is expressly waived, and closing will occur no later than December 31, 2010. 1 5 (b) The Sellers agree to place the sum of $5,000.00 in escrow with Purchaser's attorney for the costs of providing a gravity sanitary sewer service stub to 101 W. Fox Street, and after completion of construction of said service, the Sellers shall receive a disbursement of any amount in said escrow in excess of 50% of the cost of said construction. Said construction shall be complete on or before January 1, 2018. If Purchaser fails to complete said construction on or before said date, the parties agree that said escrow of $5,000.00 shall immediately be disbursed to Sellers. Purchaser shall provide verification to Sellers of said cost. If the Purchaser decides not to proceed with said construction, the parties agree that said escrow of $5,000.00 shall immediately be disbursed to Sellers. At no time shall Seller's contribution exceed the sum of $5,000.00. (c) Within 30 days from closing, Purchaser shall initiate proceedings to vacate the entire public right of way for the area described in Exhibit B, which encompasses the entire public right of way for the streets of Ridge ` (Jefferson to S. Main) and Jefferson, as attached hereto and incorporated herein. Said vacation shall be completed within 90 days after closing. After the Purchaser executes the vacation of public right of way to adjoining property owners, Purchaser agrees to coordinate and to use its best efforts to have IDOT transfer property that was received as former public right of way to the Sellers. In the future, if the Sellers purchase the property identified as Olson on Exhibit B, the Purchaser will vacate the public right of way shown as k Madison Street to the Sellers within 90 days of future closing. The County will provide a plat of vacation and pay the cost of any required publication in connection with said vacation. After such future vacation, Sellers will provide ingress and egress for the benefit of the property identified as " Muellner" on Exhibit B. (d) At the time the current or future property owner identified as Muellner or IDOT in Exhibit B install a multi -use path extending from Route 47 to their western most property line, Sellers agree to build a multi -use path that connects said multi -use path to Main Street. Sellers will coordinate construction with the first property owner to construct a multi -use path to their western boundary. 1.3 Title. The Sellers shall convey to Purchaser upon payment in full of the Purchase Price as established in Section 2.1 below, plus or minus prorations, if any, (the "Closing"), Sellers' right, title and interest in and to the Property. It is understood and agreed that the Purchaser accepts title to the structure on the Property in an "as is" condition as of the date of Closing. 2 j 5 1.4 Possession. Possession of the Property shall be delivered to the Purchaser at Closing, as hereinafter set forth below. ARTICLE 2 PURCHASE PRICE 2.1 Purchase Price. The purchase price (the "Purchase Price ") to be paid by the Purchaser to Sellers for the Subject Property described below is $160,000.00, plus or minus prorations, payable at Closing (as hereinafter set forth) and the vacation and conveyance of a certain portion of Jefferson Street to the Sellers from Madison Street on the north to West Ridge Street on the south and Ridge Street from Jefferson to S. Main after completing all statutory requirements for vacation and conveyance. 2.2 Earnest Money. None. 2.3 Closing Costs. The Seller shall pay all of the Seller's customary closing costs associated with the execution of this Agreement including, but not limited to, the following: Title Policy; one -half of all escrow fees; and one -half of all other fees in connection with the Closing. Purchaser shall be responsible for all Purchaser's customary closing costs, including, but not limited to: one -half of any closing fee and any other fees in connection with the Closing; purchaser's title insurance; and, recording fees. Each party shall pay its own legal fees. Each party shall pay fifty percent (50 %) of the total cost of a plat of survey, plat of easement, and plat of vacation. ARTICLE 3 TITLE INSURANCE AND SURVEY i 3.1 Title Commitment. Within twenty (20) days of receipt of a Notice to Proceed as set forth in Article 5 hereof (the "Effective Date "), Sellers shall deliver to Purchaser: an ALTA/ACSM land title survey of the Property (the "Survey ") prepared in accordance with 2005 ALTA/ACSM Land Survey Standards for Urban Properties and a commitment for Title Insurance in the amount of the Purchase Price showing fee simple title vested in the Purchaser, which policy, when issued, shall include extended coverage over the general title exceptions. Purchaser and seller shall split the cost of the land title survey equally. 3.2 Title and Survey Objections. Within twenty (20) days after Purchaser receives the Title Commitment, the Title Documents, and the Survey, Purchaser shall deliver to Sellers: (a) a list of any objections to title and survey matters with respect to the Subject Property (the "Title Objections "); and the manner in which such Title Objections may be cured to Purchaser's satisfaction; and (b) a list of those endorsements that Purchaser requires be included as part of the Title Policy (the "Title Endorsements "). The Sellers shall be obligated to cause any Title Objections relating to financing liens, mechanic's, materialmen's or similar liens, tax liens or delinquent taxes, and leases or other occupancy rights or agreements to be deleted from the Title Commitment prior to the Closing, and if the Sellers fail to do so, Purchaser may, in addition to all other rights and remedies, deduct from the Purchase Price any liens or encumbrances of a 3 definite or ascertainable amount. If the title commitment discloses Title Objections which are not cured, Sellers shall have thirty (30) calendar days from the date of delivery thereof to have the said exceptions waived, or to have the title insurer commit to insure against loss or damage that may be caused by such exceptions and the closing date shall be delayed, if necessary, during said thirty (30) calendar day period to allow Sellers time to have said exceptions waived. If Sellers fail to have the Title Objections waived or, in the alternative, to obtain insurance over such unpermitted exceptions within the time specified, Purchaser may terminate the Contract between the parties or may elect, on notice to Sellers within ten (10) calendar days after the expiration of the thirty (30) calendar day period to take the title as it then is, with the right to deduct from the purchase price liens or encumbrances of a definite or ascertainable amount. If Purchaser elects to terminate the Contract, this Contract shall be null and void and all moneys paid by Purchaser hereunder shall be refunded. At Sellers' expense, Seller will deliver or cause to be delivered to Purchaser or Purchaser's attorney within customary time limitations and sufficiently in advance of Closing, as evidence of title in Sellers or Grantors, a title commitment for an ALTA. title insurance policy in the amount of the Purchase Price with extended coverage by a title company licensed to operate in the State of Illinois, issued on or subsequent to the Date of Acceptance. The requirement to provide extended coverage shall not apply if the Real Estate is vacant land. The commitment for title insurance furnished by Sellers will be conclusive evidence of good and merchantable title as therein shown, subject only to the exceptions therein stated. If the title commitment discloses any unpermitted exceptions of if the Plat of Survey shows any encroachments or other survey matters that are not acceptable to Purchaser, then Sellers shall have said exceptions, survey matters or encroachments removed, or have the title insurer commit to either insure against loss or damage that may result from such exceptions or survey matters or insure against any court ordered removal of the encroachments. If Sellers fail to have such exceptions waived or insured over prior to Closing, Purchaser may elect to take the title as it then is with the right to deduct from the Purchase Price prior encumbrances of a definite or ascertainable amount. Sellers shall furnish Purchaser at Closing an Affidavit of Title covering the date of Closing, and shall sign any other customary forms required for issuance of an ALTA Insurance Policy. ARTICLE 4 COVENANTS, REPRESENTATIONS AND WARRANTIES 4.1 Representations. The Sellers (and any persons executing this instrument on behalf of the Sellers) represent and warrant that the Sellers are the owner in fee simple of the Property, that the Sellers are fully authorized and empowered to execute and deliver this instrument, and that there is no lien, encumbrance, contract or governmental prohibition against the execution and delivery of this instrument and the performance by the Sellers of all of Sellers' obligations hereunder. Purchaser (and any persons executing this instrument on behalf of Purchaser) represents and warrants that Purchaser is fully authorized and empowered to execute and deliver this instrument, that there is no lien, encumbrance, contract or governmental prohibition against the execution and delivery of this instrument and the obligations hereunder. 4 I J 4.2 Agreements. Neither the execution and the delivery of this Agreement by each party, nor the consummation of the transactions contemplated hereby will result in any breach or violation of or default under any judgment, decree, order, law, mortgage, lease, agreement, indenture or other instrument to which such party is a party or by which the Subject Property or such party is bound. 4.3 No Conveyances or Further Liens. From and after the execution of this Agreement, the Sellers shall not; (i) cause, suffer or permit any act which results in any additional exceptions to title affecting the Property or any portion thereof, (ii) sell transfer, alienate, lease or encumber any part of the Property or any interest therein to or in favor of any person or entity other than the Purchaser, or (iii) take any action that would alter any of the matters depicted, or create matters not depicted, on the Survey. 4.4 Litigation. Each party represents to the other that they are aware of no pending litigation, proceeding, claim or investigation, including, without limitation, any condemnation proceeding, pending or to the best of their knowledge, threatened, which affects or could j reasonably be expected to affect them, the Subject Property, the transactions contemplated by this Agreement, or the other party's intended use of the Subject Property. 4.5 Inconsistent Actions. The Sellers and Buyer shall not take any actions that are inconsistent with their obligations under this Agreement, or that may delay or interfere with the consummation of the transactions contemplated by this Agreement. 4.6 Surviving Agreements. There are no unrecorded leases, contracts, agreements, or other documents affecting the Property that will survive the closing and be binding upon Purchaser of the Property. F ARTICLE 5 THE CLOSING 5.1 Closing. (a) Within five (5) business days of satisfaction of the conditions /contingencies set forth in section 1.2 hereof, the Purchaser shall submit to the Sellers a notice that the contingencies have been waived and the Purchaser is prepared to proceed with the closing (the "Notice to Proceed "). (b) Once the title commitment displays good title, subject only to permitted exceptions, then, within thirty (30) days thereafter, the Purchaser is obligated to take title and pay to Sellers the Purchase Price, plus or minus prorations as set forth in Section 2.1 of this Agreement. (c) The Sellers warrant that no party in possession, no contractor who has furnished labor or materials, and no other person has any right, title, interest, lien, claim or charge against the property. 5 (d) The Closing shall take place at the offices of the Title Company. 5.2 Conveyance to Purchaser. Pursuant to this contract at the Closing, Purchaser will be entitled to receive a Warranty Deed to the property; Bill of Sale for the structure; Affidavit of Title; ALTA Statements; and, such other documents as deemed necessary to convey Title subject only to permitted exceptions as stated above. 5.3 Purchaser's Deliverables. At the Closing, Purchaser shall deliver or cause to be delivered to Sellers directly or, if either party elects, through an Escrow, the following, each of which shall be in a form reasonably satisfactory to Sellers and (if applicable) the Title Insurer: (a) A certified copy of Purchaser's ordinance (if required) authorizing this Agreement. (b) Such other certificates and documents as may be required by the Title Insurer; and, E (c) The Purchase Price in the form of cash or check and a note, plus or minus prorations, all as set forth in Section 2.1 hereof. 5.4 Documents to Be Jointly Delivered By Sellers and Purchaser at Closing. At the closing, the Sellers and Purchaser shall each execute and deliver, directly, or if either party elects, through the Escrow, the following, each of which shall be in the form reasonably satisfactory to both parties and (if applicable) the Title insurer. (a) Applicable transfer tax declarations for the State of Illinois, Kendall county and necessary municipal transfer declarations; (b) A Closing Statement; (c) ALTA Statements as required by the Title Insurer; (d) All other instruments and documents as may be reasonably required in order to carry out the purposes of this Agreement and to consummate the Closing under this Agreement. ARTICLE 6 DEFAULTS AND REMEDIES 6.1 Default. If the transaction contemplated hereby does not close by reason of a default by either party in any of the terms hereof, and any such default is not cured within thirty (30) days after written notice of said default is given by the other party, then the non- breaching party may: (a) terminate this Agreement and (b) pursue an action against the breaching party for all remedies available in law and /or equity, including specific performance of the Agreement. 6 62 Costs of Enforcement. In the event any action or proceeding is brought by either party to enforce or interpret the terms of this Agreement, the prevailing party in such action or proceeding shall be entitled to have all costs, fees (including, without limitation, reasonable attorneys' fees) and expenses, paid or reimbursed by the non - prevailing party. ARTICLE 7 MISCELLANEOUS 7.1 Entire Agreement; Construction. This Agreement embodies the entire understanding of the parties and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof except as may be set forth in writing executed by both parties contemporaneously with or subsequent to this Agreement. This Agreement may not be construed more strictly against one party hereto than against the other party merely by virtue of the fact that it may have been prepared primarily by counsel for one of the parties. It is understood and recognized that both parties have contributed substantially and materially to the preparation of this Agreement. 7.2 Severability. If any term of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of this Agreement and other applications thereof shall not be affected thereby. 7.3 Governing Law. This Agreement has been executed and delivered, and is to be performed, in the State of Illinois, and this Agreement and all rights, obligations, liabilities hereunder shall be governed by, and construed in accordance with, the internal laws of the State of Illinois. Venue, for purpose of this Agreement, shall be Kendall County, Illinois. 7.4 Time Is of The Essence. Time is of the essence of this Agreement. 7.5 Waiver. No waiver by a party of any breach of this Agreement or any warranty or representation hereunder by the other party shall be deemed to be a waiver of any other breach by such other party and no acceptance of payment or performance by a party after any breach by the other party shall be deemed to be a waiver of any breach of this Agreement or of any representation or warranty hereunder by such other party whether or not the first party knows of such breach at the time it accepts such payment or development. i 7 IN THE WITNESS HEREOF, the parties have executed this Agreement as of the date first written above. United City of Yorkville, an Illinois municipal corporation By: 11tl )&�' �� Mayor Attest: t erkv Kendall County, Illinois By: V �AJ14 1�1 County Board Chairman i A ttest: 4 �I County Clerk I i 8 i Exhibit A Legal Description Lots 1, 2, 3 and 4 in Block 28 in the United City of the Village of Yorkville, Kendall County, Illinois. f I a 9, I i Exhibit B Plat of vacation for Ridge Street and Jefferson Street showing adjoining property owners I 1 i i 10 http: / /yorkvi l l egis.COIWYorkvil l eGIS Yorkville GIS United City ofYodwft Harp Locale print °s °a'3 �.2e • ail. y • Lg cv - 301 _ �` Q �� 4� M � _ R ` coo I D CD E4 1 An S C V- 95 Fee{ ' United CAy of Yorkville GIS f� n n fa I 1 1 of 1 12/23/2009 2:12 PM