HomeMy WebLinkAboutOrdinances - 21-47 - 09/20/2021 - Purchase of 1209 GreenORDINANC ! NO, a l � W
An Ordinance Authorizing the Pnr chase of arrrlAcceptirrg the
Real Estate Contractfor 1209 Green Street, McHenry, Illinois,
Betiveen McHenry Savings Bank and the City ofMcHemy
WHEREAS, the City of McHenry, McHenry County, Illinois, is a home rule municipality as
contemplated under Article VII, Section 6, of the Constitution of the State of Illinois, and the
passage of this Ordinance constitutes an exercise of the City's home rule powers and functions as
granted in the Constitution of the State of Illinois; and
WHEREAS, the City Council believes it is in its best interest to accept the proposed real
estate contract between McHenry Savings Bank and the City of McHenry which provides for the
purchase of the property commonly known as 1209 Green Street, McHenry, Illinois, and a purchase
price of $385,000, as set forth in Exhibit A; and
WHEREAS, the subject property is depicted in Exhibit B hereto.
NOW, THEREFORE, BE IT ORDAINED by the CITY COUNCIL of the CITY OF
&HENRY, McHenry County, Illinois, as follows:
SECTION l :The City hereby accepts the real estate contract attached hereto as Exhibit A
and authorizes the City Administrator and City Attorney to sign any and all documents necessary to
effectuate the closing on the property.
SECTION 2: If any section, paragraph, subdivision, clause, sentence or provision of this
Ordinance shall be adjudged by any Court of competent jurisdiction to be invalid, such judgment
shall not affect, impair, invalidate or nullify the remainder thereof, which remainder shall remain and
continue in full force and effect.
SECTION 3 : All ordinances or parts of ordinances in conflict herewith are hereby repealed to
the extent of such conflict.
SECTION 4: This Ordinance shall be in full force and effect upon its passage, approval and
publication in pamphlet form (which publication is hereby authorized) as provided by law.
Ayes Nays
Alderman. Devine k
Absent Abstain
Page 1
APPROVED;
A
i �.
City Clerk Trisha Ramel
kpproved,
Page 2
CERTYFICATION
I, Trisha Ramel, do hereby certify that I am the duly appointed, acting and qualified Clerlc of
the City of McHenry, McHenry County, Illinois, and that as such Clerk, I am the keeper of the
records and minutes and proceedings of the Mayor and Aldermen of said City of McHenry.
I do hereby further certify that at a regular meeting of the Mayor and Aldermen ofthe City of
McHenry, held on the 0 day of lropke";cew 2021, the
foregoing Ordinance entitled An Ordinance Authorizing the Purchase of and Accepting the Real
Estate Contract for 1209 Green Street, McHenry, Illinois, Between McHenry Savings .Bank and the
City of McHenry, was duly passed by the City Council of the City of McHenry.
The pamphlet form of Ordinance No. ,including the Ordinance and a cover
sheet thereof, was prepared, and a copy of such Ordinance was posted in the City Hall, commencing
on the ? .t
l day of 'r,k,.►,k4t 2021, and will continue for at least 10 days thereafter.
Copies of such Ordinance are also available for public inspection upon request in the office of the
City Clerk.
I do further certify that the original, of which the attached is a true and correct copy, is
entrusted to me as the Clerk of said City for safekeeping, and that I am the lawful custodian and
keeper of the same.
GIVEN under• zny hand and seal this
Yu�4'
?1 day of �pkv
TriRamel, Clerlc
City of McHenry,
McHenry County, Illinois
sha
CONTRACT kill SALE
THIS CONTRACT OF SALE (the "Contract") is made and encored into by and between
CHENRY SAVINGS BANK (the "Seller"
M), and the CITY OF MCHENRY ("Purchaser") on the dates
referenced on the signature lines below. Seller and Purchaser are sometimes collectively referred to herein
as the "Parties".
I. SALT AND PURCHASE Or P120PTRTX.
1.01 PURCHASER IS A UNIT OF LOCAL GOVERNMENT, AND 'THIS
CONTRACT IS SUBJECT 1.0 THE APPROVAL OF, AND IS NOT ENFORCEABLE UNLESS
APPROVED AT AN OPEN MEETING BY, PURCHASER'S CITY COUNCIL,
1.02 In the event that Purchaser's City Council does not approve this Contract ou or
before September 15, 2021, Seller may, in its discretion, terminate this Contract by will notice to
Purchaser delivered not later than September 30, 2021.
1.03 Ayreenrettt of Sale and Purchase, For and in consideration of the sum of Tetu
and No/100 Dollars ($10.00) and of the premises, undertakings, and mutual covenants of the Parties set
forth herein, Seller hereby agrees to sell and convey unto Purclaser, and Purchaser hereby agrees to
purchase and take from Seller, the property legally and commonly described on Exluibit A hereto, consisting
of a parcel of real property located at 1209 Green Street, in McHenry, Illinois. Said real property shall
include all improvements thereon and all and singular the rights and appurtenances pertaining thereto,
including, but not limited to, all right, title, and interest of Seller in and to adjacent streets, alleys, easements,
and tights -of --way (all of such lots and all rights, and appurtenances being hereinafter referred to collectively
as the "Property"),
1.04 Purcltase Price. At Closing (hereinafter defined), Seller shall sell and Purchaser
shall purchase the Property for Tht'ee Hundred Eighty -Five Thousand and NO/Dollars ($385,000.00), being
the "Purchase Price" hereunder,
1.05 Earnest Monev.
(a) In Consideration for the right to ptit•chase the Property granted herein by
Seller to Purchaser, Purchaser shall, within tvvo (2) bushuess days after the date hereof, deposit with Seller
the sum of Five Hundred and NO/100 Dollars ($500.00) ("Eau•ncst Monev").
(b) Ili the event Purchaser closes on the Property, the Earnest Money shall be
applied to the Purchase Price at Closhig. If Purchaser fails to deposit the Earnest Money as required herein,
and such failure continues for a perlod of five (5) days after written notice from Seller, then either party
may terminate this Contract by written notice to the other at any time prior to the deposit of the Earnest
Money. If this Contract is so terminated, this Contract shall be deemed to have terminated as of the date
that the Earnest Money was originally to have been deposited by Purchaser, and there shall be no remedy
hereunder to either Seller or Purchaser other than the termination of this Contract and return of the Earnest
Money to the Purchaser.
II. TITLE COMMITMENT AND FEASIBILITY PTRIOD.
2.01 Title Commitment. No later than 10 business days following Seller's execution
of this Contract, Seller will fin•nish to Purchaser, at Seller's cost, a title commitment (the "Title
Commitment") for the Property in an amount equal to the total Purchase Price, with extended coverage over
the standard exceptions 1 through 5, issued by a title company acceptable to the buyer ("'Title Company");
provided, however, that tine Title Commitment shall only include extended coverage over matters of survey
to the extent that Purchaser delivers a survey to the Title Company which is in form and substance
acceptable to the Title Company for the issuance of extended coverage over matters of survey. The Title
Commitment will show the Seller to be owner of good and indefeasible fee simple title. Purchaser shall
have tell (10) business days (the "Review Period") after receipt of the Survey and the `Title Commitment in
wInch to examine same and notify Seller in writing of objection to same. Upon the expiration of the Review
Period, Purchaser shall be deemed to have accepted all exceptions to title as shown oil the Title
Commitment, except for matters for which notification permitted herein has been given by Purchaser, In
tlie event of notification to Seller of objections by Purchaser, Seller may, at its option, undertake to eliminate
or modify such objectionable items to the reasonable satisfaction of Purchaser within ten (10) days, (the
"Cure Period"), after receipt of such notice of objections. in the event Seller does not cure objections of
Purchaser within the Cure Period, Purchaser may, at its option, and as Purchaser's sole remedy, terminate
this Contract by written notice to Seller within five business days of tine expiration of the Cure Period or,
in the alternative, accept title as it then is and waive all objections to any other unpermitted exceptions. Any
exceptions accepted by Purchaser or not timely objected to as aforesaid shall be hereafter collectively
referred to as "Permitted Encumbrances". Possession shall be delivered at Closing free and clear of all
matters except the Permitted Encumbrances.
2.02 Feasibility Pen•ioci.
(a) No Reliance on Infon•mation, Except as expressly stated herein, Seller makes no
covenant, representation or warranty as to the content of any historical documents or materials provided to
Purchaser with respect to the Property, or tine truth, accuracy, reliability or completeness of any such
information delivered by Seller to Purchaser in connection with the transaction contemplated hereunder,
that such information is provided to Purchaser as a convenience only and that if Purchaser uses or relies on
any such information, it shall do so at its own risk and Seller shall have no ]lability and is hereby released
fi•orn all liability to Purchaser, its successors and/or assigns, with respect thereto.
(b) Purchaser• Zrtvesti atg ions. For three business days following the Effective Date
(the "Feasibility Period"), Prnchaser shall have the right of investigatiorn and inspectiotn of the Property to
determine, in Purchaser's sole and absolute discretion, whether or not the Property is acceptable to
Purchaser and suitable for Purchaser's intended use. Following the completion of any studies Purchaser
may undertake on the Property, Purchaser agrees to repair or restore promptly any damage to the Property
caused by Purchaser, its designees, consultants, agents and contractors, and Purchaser sliall nidenulffy
Seller against damages, losses, expenses or liens, including, without limitation, reasonable attorneys' fees
and court costs, arising out of or resulting from Purchaser's or Purchaser's designees' access to the Property.
Tlie aforesaid obligations of Purchaser shall survive the Closing or termination of this Contract,
notwithstanding any provision of this Contract to the contrary. Prior to any entry by Purchaser, or any of
its directors, officers, partners, managers, tnembers, employees, agents, contractors, representatives,
attorneys or advisors (individually and collectively, the "Purchaser's Representatives") onto the Property
for the inspections, Purchaser shall provide to Seller evidence satisfactory to Seller that Purchaser has in
force commercial general liability and worker's compensation insurance with a combined single limit of
not less than $1,000,000,00, with the commercial general liability policy naming Seiler as an additional
insured and protecting Seller against liability, claims, demands, damages and costs (including but not
Limited to reasonable attorneys' fees and expenses) which may occur as a result of any activity of Purchaser
or Purchaser's Representatives on the Property.
(c) Satisfaction or Waiver of Feasibility Period. At any time prior to the expiration of
the Feasibility Period, Purchaser may notify Seller that it is not satisfied with its investigation of tine
Property and that it elects to terminate this Contract (in which event Purchaser shall be entitled to a full
refund of the Earnest Money). In the event Purchaser fails to timely notify Seller of the foregoing, it shall
2
be conclusively deemed that Purchaser is satisfied with the Property and that Purchascr waives its right to
terminate this Contract pursuant to this Section 2,02.
(d) A6reeme►lt0. The Patties hereby agree that tl)e term of that certain parking
agreement between Seller and Purchaser permitting public parking at the Property shall be deemed
terminated as of the Closing Date (defined below, if Closing occurs),
III. PROVISIONS WITH RESPP:CT TO CLOSING,
3.01 Cl_ osi►)E. The completion of the Closing of t1)e purchase and sale of tl)e Property
(the "Closing") shall take place on Monday, September 27, 2021, or such other date as mutually agreed by
the Parties (the "Closing Date"). The Closing shall take place in tile offices of tile Title Company.
3,02 Seller's Ob11Eflt10I►S flt raOSinE. At Closing, Seller shall do the following;
(a) Execute and deliver to Purchaser a special warranty deed, duly executed
and acknowledged, conveying to Purchaser good and indefeasible fee simple title to the Property, free and
clear of all liens, claims, and encumbrances except the Permitted Encumbrances;
(b) Deliver free and clear possession of the Property to Purchaser;
(c) Pay Seller's closing costs as hereinafter specified; and
(d) Execute and deliver to Purchase)• such other standard closing documents
or other documentation as is required by applicable law or the Title Company to effectuate the transaction
contemplated hereby, including, without limitation, Affidavit of Title, FIRPTA, ALTA statements and GAP
Undertaking, such other documentation as is reasonably required by the Title Company to cause the Title
Company to Issue and advise Purchaser that it has issued the Title Policy , with extended coverage, in the
amount of the Purchase Price, insuring fee simple, good and indefeasible title to the Property and containing
no exceptions other than the Permitted Encumbrances.
3,03 Purchaser's Obligations flt Closiu�. At Closing, Purchaser shall pay to Seller
the Purchase Price ir) cash for the Property, subject to any applicable credits as provided for in this Contact,
and pay Purchaser's closing costs as hereinafter specified. Purchaser shall deliver any documents
reasonably required by the Title Company to consummate the transaction contemplated hereby,
3.04 Closing Costs. Seller shall pay t(te following costs and expenses in connection
with Closing:
(i) Seller's portion of the prorated taxes, fees and any assessments (as
provided below);
(ii) Seller's own attorneys fees;
(iii) The cost of preparing the special warranty deed;
(iv} One-half of the cost of any Title Company escrow fee;
(v) The pren)iums for the Title Policy;
(vi) State and County transfer taxes, if any;
3
(vii) The cost of preparing and recoi ig any re case of lieit and/or mortgage
which encumbers the Property as of the Closing Date; and
(viii) Such outer incidental costs and fees customarily paid by sellers iu land
transactions of this nature in the county where the Property is situated.
Purchaser shall pay the following costs and expanses in connection with Closing:
(i) Purchaser's own attorneys fees;
(ii) One-half the cost of any'1'itle Cotnpany escrow fee;
(iii) The cost of recording the special warranty deed;
(iv) Such other incidental costs and fees customarily paid by purchasers in laud
transactions of this nature in the county where the Property is situated.
Any local transfer tax shall be paid by the party designated in the ordinance that authorized such local
transfer tax, and if no such party is so designated, the local transfer tax sliall be paid by Purchaser.
Notwithstanding the foregoing, the Parties acknowledge that Purchaser is a governmental entity, and as
such this transaction is exempt from any State, County or local real estate transfer tax pursuant to 35 I.LCS
200/3145(b). Seller is obligated to furnish completed Real Estate Transfer Declarations signed by Seller
or Seller's agent in the form required pursuant to the Real Estate Transfer Tax Act of the State of Illinois.
3.OS Proration of Taxes and Assessments. Taxes, assessments and levios
(collectively, "Taxes") assessed with respect to the Property in the year prior to the year in which Closing
occurs but due and payable in the year in which Closing occurs sliall be the responsibility of Seller, and
Purchaser shall receive a credit against the Purchase Price for such unpaid Taxes at Closing. All Taxes
assessed in the year in which Closing occurs but due and payable in the year following the year ill which
Closing occurs shall be prorated as of the date of Closing, and Purchaser shall receive a credit against the
Purchase Price for such Taxes attributable to the period prior to and including the date of Closing.
Notwithstanding the foregoing to the contrary, if the amount of any Taxes payable by Seller at Closing or
to be credited to Purchaser at Closing is not available at the time of Closing then such Taxes sliall be
estimated and prorated based upon 100% of the amount of the last known tax bill for the Property. All
prorations sliall be final.
3.06 Conditions Precedent.
(a) Intentionally left blank.
(b) Purchaser's Condition. Purchaser's obligation to close on the purchase of the
Property is subject to the provisions of Section 1.01, above.
I'V. R13MEDT)1S.
4.01 Seller's Remedies. Should Purchaser fail to close on the Closing Date or otherwise
breach any term or condition of this Contract, Seller shall be entitled, as Seller's sole and exclusive remedy,
to (i) waive the contractual obligations of Purchaser in writing; (ii) extend the time for performance by such
period of time as may be nnutually agreed upon in writing by the Parties hereto; or (iii) terminate this
Contract and retain the Earnest Money as liquidated damages for such default and not as a penalty, as
Seller's solo and exclusive remedy, in which event the Parties sliall be released herefi•om and have no further
I obligations, or responsibilities hereunder, except for such rights, obligations, or responsibilities
hereunder that expressly survive termination of flits Contract. Seller's extension of the time for Purchaser's
4
performance pursuant to clause (li) above shall not constitute an election of remedies and slialI not prohibit
Seller's exercise of Seller's other remedies set forth above in the event Purchaser falls to cure such breach
pi•!o►• to tine expiration of Such extension period.
4.02 Purchaser's Remedies. If Seller defaults in performing Seller's obligations
hereunder for any reason other than Purchaser's default, Purchaser shall be entitled, as Purchaser's sole and
exclusive remedy, to terminate this Contract, whereupon the Earnest Money shall be returned to Purchaser,
and/or to seek specific performance of this Contract. Purchaser hereby waives all other remedies against
Seller (file to it breach of this Contract,
V. NOTICE AND RIGHT TO CURE.
Eacln party shall be entitled to written notice of any default and shall have ten (JO) days
fi•onl receipt of such notice to cure such default prior to the exercise of any remedy provided herein.
VI, COVENANTS, REI'I2ESENTA'I'IONS AND 'WARRANTIES.
7.01 Purchaser's Covena►its, Representations and Warranties. The covenants,
representations and warranties contained in this Paragraph shall be deenied remade as of the Closing Date,
and shall be deenied to have been relied upon by the Seller in consummating this transaction,
notwithstanding any investigation the Seller may have made with respect thereto, or any information
developed by or made available to the Seller prior to the Closing and consummation of this transaction.
Purchaser covenants, represents and warrants to Seller that Purchaser has the full right, power, and authority
to purchase the Property from Seller as provided in this Contract and to carry out its obligations hereunder;
and all required action necessary to authorize Purchaser to enter into this Contract and to carry out its
obligations hereunder has been or will have been taken prior to the Closing Date. The foregoing is so
warranted to be true and correct its of the Effective Date and also on the Closing Date.
7.02 Seller's Covenants, Representations and Warranties. The covenants,
representations and Warranties contained in this Pa►•agrapfn shall be deemed remade as of the Closing Date,
and shall be deemed to have been relied upon by the Purchaser in consummating this transaction,
notwithstanding any investigation the Purchaser may have made with respect thereto, or any information
developed by or made available to the Purchaser prior to the Closing and consummation of thus transaction.
Seller covenants, represents and warrants to the Purchaser as to the following matters, each of which is so
warranted to be true and correct as of the Effective Date and also on the Closing Date;
(a) Pendint* and Threatened Litigation. To the best knowledge and belief of
Seller, there are no pending or threatened matters of litigation, administrative action o►• examination, claim
or demand whatsoever relating to the Property, with the exception of Seller's pending petition for
annexation, zoning and planned development approval (which Seller has placed on hold in reliance on
Purchaser's interest in the Property as evidenced by this Contract).
(b) Authority of Signatories: No Breach of Other Agreements The execution,
delivery of and performance under this Contract by Seller is pursuant to authority validly and duly conferred
upon Seller and the signatories hereto, The consummation of the transaction herein contemplated and the
compliance by Seller with tine terms of this Contract do not and will not conflict with or result in a breach
of any of the terms or provisions of, or constitute a default under, any agreement, arrangement,
understanding, accord, document or instruction by which Seller or the Property are bound; and will not and
does not, to the best knowledge and belief of Seller, constitute a violation of any applicable law, rule,
regulation, judgment, order or decree of, or• agreement with, any governmental instrumentality or court,
domestic or foreign, to which Seller or the Property are subject or bound.
(c) There are no (ease brokerage agreements, leasing contntission agreements
or other agreements providing for payments of any amounts for leasing activities or procuring tenants with
respect to the Property or any portion thereof (collectively, "Brokerage Agreements"), or with respect to
any extensions or renewals, which provide for commissions, fees ot• other payments that will become due
and payable after closing. No other party or person has tiny tight of first refusal, option to purchase, or
other right to acquire the Property. There are no agreements that pertain and are in effect relative to the
Property at Closing other than this Contract. No other party than Seller is in occupancy of the Property or
Inas any right to occupy same.
(d) To tine best of Seller's knowledge, (i) Seller has received no notice of any
alleged violation of any applicable fire, health, safety, building, use, and occupancy or zoning laws,
ordinances, statutes or• regulations; (ii) Seller has not received any written notification from any
governmental or public authority that any work is required to be done upon or in connection with the
Property or any portion thereof, where such work remains outstanding; and (iii) Seller has received no
notice of any threatened or actual cancellation or suspension of any certificates of occupancy,
(e) To the best of Seller's knowledge;, Seller has not received a written
summons, citation, directive, notice, complaint, letter or other communication from the United States
Environmental Protection Agency or any other governmental authority concerning; (1) any alleged violation
of any environmental law or regulation at, or associated with, the Property or any part thereof, or (li) any
investigation or request for information relating to the handling, packaging, transportation, treatment,
storage or disposal of solid, liquid or hazardous waste or hazardous substances on -site at the Property or
any part thereof or, when transported fi•om the Property or any part thereof, off -site. Seller has no knowledge
of tine presence of hazardous materials on the Property in violation of applicable federal, state or local laws,
hoil purposes of this Agreement, the term "Hazardous Materials" shall include but not be limited to
Substances defined as "hazardous substances," "hazardous materials," or "toxic substances" in the
Comprehensive Environmental Response Compensation and Liability Act of 1980 (42 U.S.C. Paragraph
9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Paragraph 1801 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. Paragraph 6901 et seq.), and those substances defined as
"hazardous wastes" or as "hazardous substances" in the applicable state Codes, and in the regulations and
ruling adopted pursuant to said laws, as such laws, regulations and rulings as are from time to time amended.
VI><, NOTICr.
Any notice or communication required or permitted hereunder shall be deemed to be
delivered, whether actt►ally received or not, when deposited in the United States mail, postage finny prepaid,
registered or certified mail, addressed to the intended recipient at the address stated below or when received
if delivered personally. Any address for notice may be changed by tell (10) days' prior written notice so
given. Notices given otherwise than in accordance with this section, such as by facsimile, email or by
overnight delivery, will be effective upon receipt. An additional copy of any notice required or permitted
hereunder shall be delivered to the persons set forth below.
If to Seller: McHenry Savings Bank
3S3 Bank Drive
McHenry, Illinois 60050
Attu: Donald 11. Wilson
Telephone: 815-331�6487
Email: DWilson c , nphenr saviit sg_..com
t�
With a copy to; 1'intm Cr Garfield, LLC
407 Congress Parkway, Suite E
Crystal Lake, Illinois 60014
Attu: Craig S. Krandel
Telephone; 815-7476
Entail: ckrandel c Itglegalcom
If to Purchaser; City of McHenry
333 S. Green Street
McHenry, IL 60050
Attn: Mayor Wayne Jett
Telephone: 815-363-2108
Email: w'jctt@ci.1tuchency.ilus
With a copy to: Gukowski, Rogers, flood &McArdle
50 Virginia Street
Crystal Lake,11, 60014
Attn: David W. McArdle
Telephone: 815459-2050
Email dmcardle(zrfmlaw.com
VIII. MISCI;LLANI;OUS I'120VISIONS.
9.01 Any covenant or agreement herein which cotttemplates performance after the time
oI Closing shall not be accrued to be merged into or waived by the instruments of the Closing, but shall
expressly survive Closing and be binding upon the Parties obligated thereby.
9.02 The terms, provisions, warranties, representations, covenants, and agreements
contaiIed in this CVIA tl'aet shall apply to) be binding upon, and inure to the benefit of, the Parties hereto and
their respective legal representatives, successors, and assigns.
903 Time is of the essence in the performance of this Contract. Should the date For the
giving of any notice, the performance of any act, or the beginning or end of any period provided for herein
fall on a Saturday, Sunday or other legal holiday, such date shall be extended to the next succeeding business
day which is not a Saturday, Sunday or legal holiday.
9.04 This Contract shall be governed and interpreted under the laws of the State of
Illinois.
9.05 The paragraph headings used in this Contract are for convenience lnn•poses only,
and shall not be used in the interpretation of this Contract.
9.06
All exhibits attached hereto are incorporated ]teceitt by reference and made a part
of this Cantcact.
9.07 Failure of Seller to insist in any one or more instances upon the performance of
any of the covenants, agreements, and/or conditions of this Contract, or to exercise any right or privilege
herein conferred shall not be construed as a waiver of any such covenant or condition.
9.08 Purchaser acquires no real property interest in the Property by the execution of this
Contract. Purchaser's rights vest ttpocu Closing and the payment of the sums specified in Paragraph I .
7
9.09 Phis Conhaet contains the entire agreement between the Parties relating to tine
Property, and neithcr party shall be bound by any verbal statement or agreement made heretofore. This
Contract cannot be varied except by written agreement executed by the Parties.
9.10 if auy items, terms, or provisions contained in this instrument are in conflict with
any applicable Federal, state, or local laws, this Contract sliall be affected only as to its application to such
items, terms, or provisions, and shall in all other respects remain in Rill force and effect.
9.1 t hn tine event the Seller or Purchaser breaches any of the terms, provisions,
warranties, representations, covenants, or agreements contained in this Contract and Seller and Purchaser
become involved in litigation with regard to breach hereof, the prevailing party shall be entitled to be paid
its reasonable attorneys' fees. The Parties agree that "prevailing party" means the party who successfully
prosecutes tine action or successfully defends against it, prevailing on the nnain issue, even though not
necessarily receiving an award of damages or other form of recovery.
9.12 Nothing contained hereiu is intended to create, nor shall it ever be construed to
make, Seller and Purchaser partners of joint venturers.
9.13 The provisions of this Contract are severable, and if any provision or part hereof
or the application thereof to any person or circumstances shall ever be held by any court of competent
jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Contract and the
application of such provisions or part hereof to other persons or circumstances shall not be affected thereby.
9.14 The term "date of this Contract" or "date hereofl' "Effective Date " or "effective
date of this Contract", as used herein, shall mean the later of the following dates: (1) the date of Seller's
sI
gnature; and (2) the date of Purchaser's signature.
9.15 This Contract maybe executed in duplicate counterparts by Seller and Purchaser,
tIV legal effect of which shall be the same as if both parties had signed the same insh tunent. Fuuthermore,
facsimile signatures and signatures transmitted by electronic transmission shall be treated as originals.
9.16 PURCHASER ACKNOWLEDGES THAT PURCHASER IS PURCHASING
THE PROPERTY IN AN "AS -IS" AND "WHERE-TS" CONDITION SUBJECT'I'O ALL FAULTS AND
PHYSICAL AND OTHER DEFECTS, WHETHER PATENT, LATENT OR OTHERWISE, AND
SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTY, REPRESENTATION,
COVENANT OR GUARANTEE, EITHER EXPRESS OR IMPLIED, OF ANY KIND, NATURE OR
TYPE WHATSOEVER FROM OR ON BEHALF OF SELLER. Purchaser further acknowledges that
Purchaser has not relied on, and will not rely oil in the future, any information, document, or other literature,
map, sketch, projection, pro forma statement, representation, warranty or covenant (whether express or
implied, oral or written, material or immaterial) that may have been given by or made by Seller, its agents,
or any other party. Without in any way limiting the generality of the immediately preceding two (2)
sentences, Purchaser further acknowledges and agrees that:
(i) Seller and each of its officers, directors, employees and agents, expressly
disclaims, has not made, will not, and does not, make, any warranties or representations, express or implied,
with respect to the Property or any portion thereof, the physical condition or repair or disrepair thereof, the
value, profitability or marketability thereof, or of any of the appurtenances, facilities or equipment thereon,
except as set forth in this Contract; and
(ii) Seller and each of its officers, directors, employees and agents, expressly
disclaims, has not made, willand doesmake, any warranties, express or implied, of
merchantability, lnabnability or fitness for a particular use or purpose; and
kill) 1'I1e eights granted to Purchaser uudef tills Contract will permit Purchaser
a full investigation of the Property, and Purchaser is fully satisfied with the opportunity afforded for
investigation• Purchaser is not relying upon any statement or representation by Seller oi• any of its agents,
Upon the Closing, Purchaser shall be deemed to have made such legal, factual and other inquiries find
investigations as Purchaser deems necessary, desirable of appropriate with respect to the Properly, the value
and marketability thereof, and of the appurtenances, facilities and equipment thereof, Such Inquiries and
investigations of Purchaser shall be deemed to include, but shall not be limited to, the physical components
of III portions of any on -site or off site improvements, the condition of repair of the Property or any portion
thereof, such state of facts as an accurate survey would show, and the present and future zoning, ordinances,
resolutions and regulations of the city, county and state where the Property and the impu•ovemcnts thereon
are located,
IN WITNESS WHEREOF, the Parties hereto lave executed this Contract in multiple copies, each of
tivhicli shall be deemed to be all original, on the dates set forth below.
Exhibit•
Exhibit A: The Property
SELLER
MCf-IENRY SAVINGS BANK
Donald IL Wilso i
Its: Chairman, President and Chief Executive Officer
Date:
PURCHAS>;R
CITY OF MCT-TENRY
By; _
Nfayerr Yraynellett
Date;
9
)rXH11>1I "A"
'Che Property
LEGAL DESCRIP'i ION
Part of the South Half of Section 26, Township 45 North, Range 8 East of the
Third Principal Meridian, bounded by a line described as follows: Beginning at
the Southeasterly corner of that tract of land conveyed by instrument recorded
May16, 1949, as Document No. 219133, being a point on the Northwesterly line of
Green Street; thence Northwesterly along the Southwesterly line of said tract of
land, being a line parallel with the Southwesterly line of Block 23 in McHenry, a
Subdivision in the Southeast Quarter of said Section 26, and said line extended a
distance of 272.0 feet: thence Southwesterly parallel with the Northwesterly line of
Green Street to the Northeasterly bank of Boone Creek: thence Southeasterly along
the line of said Creek, to the Northwesterly line of Green Street: thence
Northeasterly, along said line of Green Street, a distance of 172.0 feet, more or
less, to the Place of Beginning in McHenry County, Illinois,
PINS:
09-20-378-008
Conunon Address: 1209 N. Green Street, McHenry, Illinois
tG
iva'^ Jf I' tto �y y�+yy
ar
ao
�r', / iV
;1
ff,dI
y n '/o ry NovII
O
,r .
c �'O
r•. Idif
or do It
�, 1
V: y_ O ►.
For
a� 0 / ,
eoal
Im
do
all I
-0 4
a If
o
N.
dzomddd� it I add or
INP No
do
�,44tip
doodI
/.1
do No.
Fu I�
ram)a r0 - sOf led -1,, ?
iIto ploold
01
01
al
doC / v
l ! Obpoll
•.
No I
try / — �•r�t / A
Ins r pp
Z�\ v • / `W i1�
Ida
TS `�IN I
I Not it
/ \� lNLI '
�riIF
,.fito ror I •
NowFood
ro 3eir (:IV ,'
III
l �It IL j I
addI a.
Ld
�OF�\vta
,/ fIII',,No
1.
A, OL' -IF . r �,., ; I "fir.: ! o r t •
0 it
0 ad
j ; No
at a
dI l!' OIdo
NC ij• 1 NI
a'
A���
e
IL I
s 6.
I��* f}.
y l Fad, F
Food I or,
�"jdid �'T r r� f
No old
r 111 1ot i
V% Far IF ��. r f f I r F I ti !i' off; y tea" �,
I'do If
1 NO ad, p to
(� Q�
+ 1 as N ,1 co P:
` U • . ! ;,, ffy� , rr Rb �rh
+ 3 T' �Ic 11 '� .,N . - - �r •1r Y'+11,; ' ,;�./ }, -. add
I I if if it
14
In p if\'IN .0;�i (�
.0 �rLt rry r� ; _- ..1a _ '— y/��rl� :. (r.t}tt•'.J...'!' tial w_