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HomeMy WebLinkAboutOrdinances - O-84-349 - 11/12/1984 - PURCHASE LAKELAND PARK WATER DISTRIBUTION SYSTEMORDINANCE NO. 0-84-349 AN ORDINANCE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF MCHENRY, MCHENRY COUNTY, ILLINOIS, AS FOLLOWS: SECTION 1. That the City of McHenry shall purchase the water production, storage and distribution system and facilities and all appurtenances thereto of the Lakeland Park Water Company for the sum of $480,000.00 in accordance with the terms and provisions contained in the agreement which is attached hereto and made a part hereof and that the Mayor of the City of McHenry be and he is hereby authorized and directed to sign such agreement on behalf of the City of McHenry; the Mayor and City Clerk be and they are hereby authorized and directed to take all action and do whatever things are necessary in furtherance of and closing of said transaction. SECTION 2. This ordinance shall be published in pamphlet form by and under the authority of the corporate authorities of the City of McHenry, Illinois. SECTION 3. This ordinance shall be in full force and effect from and after its passage and approval according to 1 aw. PASSED this 12thday of November , 1984. AYES: Bolger, Busse, Datz, McClatchey, Nolan, Smith, Snell, Serritella NAYS : None ABSTAINED: None ABSENT: NOT VOTING: None None APPROVED this 12th day of November ATTEST: CITY CLERK , 1984. i V 0 AGREEMENT This Agreement made this day of , 1984 between the City of McHenry, Illinois, ereinaf ter' referred to as "City" and Lakeland Park Water Company, a corporation, hereinafter referred to as "Seller,". In consideration of the mutual covenants, promises, agree- ments and obligations set out herein, the parties hereto agree as follows: 1. Seller shall sell and convey or cause to be convey- ed to the City, with covenants of general warranty of title, all of the Seller's right, title and interest in and to all water - pipes, pipelines, connections, and other appurtenances and accessories thereto at this time installed and used in connection with the operation of the water distribution system of the Lakeland Park Water Company within the corporate limits of the City of McHenry and of all adjacent or adjoining premises thereto. 2. In consideration for the transfer of the above described water distribution facilities and system, the City shall pay to the Seller the sum of $480,000.00, which Seller shall accept from the City in full payment therefor, subject to the terms and conditions hereinafter setforth. 3. Seller shall convey and dedicate, or cause to be conveyed and dedicated to the City, without any cost or charge, the following described real estate, equipment, fixtures, water meters, fire hydrants and personal property: A. LEGAL DESCRIPTION OF REAL ESTATE: PARCEL 1: Lot 4 in Block 7 in Lakeland Park No. 1, a Subdivision — of part of the North Half of the Northwest Quarter of Section 27, Township 45 North, Range 8 East of the Third Principal Meridian, according to the Plat thereof recorded December 12, 1952 as Document No. 260029, in Book 11 of Plats, page 64, in McHenry County Illinois. PARCEL 2: Lot 1 in Block 11 in Lakeland Park Unit No. 1, a Subdivision of part of the North Half of the Northwest Quarter of Section 27, Township 45 North, Range 8 East of the Third Principal Meridian, according to the Plat thereof recorded December 12, 1952 as Document No. 260029, in Book 11 of Plats, page 64, in McHenry County, Illinois. PARCEL 3: Lot 6 in Block 10 in Lakeland Park Unit No. 1, a Subdivision of part of the North Half of the Northwest Quarter of Section 27, Township 45 North, Range 8 East of the Third Principal Meridian,'according to the Plat thereof recorded December 12, 1952 as Document No. 260029, in Book 11 of Plats, page 64, in McHenry County, Illinois. B. EQUIPMENT FIXTURES AND PERSONAL PROPERTY: All equipment, fixtures and personal property located on the above described premises including but not limited to the elevated storage tank, the water wells and electric pumping equipment and fixtures located thereon. C. 940 water meters and fittings, 40 fire hydrants, 115 valves with box, 1180 house services and accessories connected to Seller's water distribution system located in the Lakeland Park and Lakeland Shores Subdivision and in the City of McHenry, Illinois. 4. TIME AND MANNER OF PAYMENT: The aforesaid purchase price shall,be paid, as follows: $50,000.00 upon the execution of this agreement by Seller and the balance of the purchase price, plus or minus prorations, at the time of closing. The time of closing shall be on December 27, 1984 at the City Hall in the City of McHenry, Illinois. At such closing Seller shall deliver to the City a recordable Warranty Deed to the above described real estate, together with any and all other instruments of sale, conveyance, dedication, or assignment that may be required by Seller for the proper transfer by Seller to the City of all of the above described assets of the Seller, free of all encumbrances, which instruments shall contain the usual warranties and affidavits of title. 5. POSSESSION: Seller shall deliver possession of the above described real estate premises, machinery, equipment, fixtures, personal property and assets 'to the City on or before November 20, 1984. Upon receipt of such possession, the City shall accept full -responsibility for the operation of said water system from that date forward and shall have the right thereafter to establish water rates and to bill the users of said system from and after the meter reading shown on Seller's November 20, 1984 water bill. Selle-r... shal-1 cause all of the ,water meters of the Lakeland Park Water- Company users to be read -on or before November 20, 1984 and shall furnish a copy of such water meter readings to the City of McHenry on or before the date of closing. In consid- eration of the aforesaid accelerated vesting of possession of the water facilities and system in the City -and the right of the City to bill the users for water furnished to them from and after November 20, 1984, the City of McHenry shall pay to the Seller, at the time of the closing of this transaction, the sum of $4,992.85 which shall be .in addition to the* aforesaid purchase price of $4809000.00. 6. WATER METERS: On or before the closing date, Seller shall inst`a 1, or cause to .be installed, and to have in operation, one water meter on each of the premises of Lakeland Park Water Company users not presently having a water meter. In the event, however, that all of such water meters are not installed by the closing date aforesaid, the City shall withhold - the sum of $300.00 for each of such meters not so installed. The City shall pay Seller the sum of $300.00 for each and every meter installed after the closing date and before May 1, 1985. If any water meters remain uninstalled after May 1, 1985, any sums theretofore remaining unpaid to the Seller on account of such water meters shall be forfeited to the City. The City shall assist the Seller in its obligation to install the aforesaid water meters by soliciting the cooperation of the unmetered users to make their premises available to Seller for such installation during reasonable business hours and, if necessary, turning off the water service for any premises that refuse to permit such installation, etc. 7. "AS IS" CONDITION OF PREMISES AND ASSETS: The parties hereto acknowledge and agree that the aforesaid property and assets are being purchased by and dedicated to the City in its present "as is" condition. The City has caused said property and assets to be inspected and the water 'distribution system pressure tested and agrees to accept the same in the* present condition. -2- 8. CUSTOMER DEPOSIT: At closing, Seller shall issue a credit to the City in an amount equal to the monies being held on deposit by the Lakeland Park Water Company which are designated as customers' security deposits. At that time, .Seller shall also furnish a written list to the City setting forth therein the complete names and addresses of all of the Lakeland Park Water Company users for whom such security deposits are being held and the amount of the security deposits being held for each of such users. 9. REPRESENTATIONS OF SELLER: The Seller repre- sents and warrants onto the City as follows: a. Seller has good and marketable title to all of the assets set forth above, whether real or personal. b. No proceedings, judgments, or liens are now pending or threatened against the Seller. c. No taxes of any kind or nature are due or owing to the United States of America nor to the State of Illinois nor to any State of Federal Agency for any purpose whatever. 10. BULK SALES COMPLIANCE: Seller shall furnish to City at least 20 days prior to the closing date above, a sworn or affirmed list of the existing creditors of the Lakeland Park Water Company and their respective business addresses, including the amounts owed to the creditors. The list shall also include every person who is known to assert a claim against Lakeland Park Water Company aforesaid even though Lakeland Park Water Company disputes the claim. Lakeland Park Water Company shall furnish the City with a schedule and list of the property that is to be transferred pursuant to this agreement sufficient to adequately identify all of such property. Seller shall in all other respects duly comply with the provisions of the Uniform Commerical Code of the State of Illinois ,dealing with bulk transfers. 11. TITLE EXCEPTIONS: Title to the above real estate when conveyed and dedicated may be subject only to the following: (a) Public and utility easements which do not underlie the existing improvements and roads and highways, if any. (b) Covenants, conditions and restrictions of record, provided they are not violated by the existing improvements or the present use thereof and provided further that they do not contain a reverter or right of re-entry. (c) General real estate taxes not yet due. 12. TITLE EXAMINATIONS AND INSURANCE: Seller shall deliver or cause to be delivered to City, not less than 5 days prior to the time of closing, a title commitment for an owner's A-4 title insurance policy issued by McHenry County Title Company in the amount of $200,000.00, covering title to the real estate on or after January 8, 1982 per title policy No. 147750, and in addition thereto a McHenry County Title Company title search showing all 11ens, encumbrances and all of the matters of record through the date of closing hereunder inclusive, subject only to (a) the general exceptions contained in the policy, (b) the title exceptions set forth above and (c) title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount which may be removed by the payment of money at the time of closing and which the Seller may so remove at that time by using the funds to be paid upon the delivery of the deed (all of which are herein referred to as the permitted exceptions). The title commitment shall be conclusive evidence of good title as therein shown as to all matters insured by the policy, subject only to the exceptions as therein stated. Seller also shall furnish City an affidavit of title in customary form covering the date of closing and showing title in Seller subject only to the permitted exceptions in foregoing items (b) and (c) and unpermitted exceptions, if any, as to which the title insurer commits to extend insurance in the manner specified in the next paragraph relating to title defects. -3- 13. TITLE DEFECTS. If the title commitment or plat of survey disclosed either unpermitted exceptions or survey defects, Seller shall have 30 days from the date of delivery thereof to have the exceptions removed from the commitment or to correct such survey defects or to have the title insurer commit to insure against loss or damage that may be occasioned by such exceptions or survey defects, and, in such event, the titme of closing shall be 35 days after delivery of the commitment or the time expressly specified in paragraph 5 on the front page hereof, whichever is later. If Seller fails to have the exceptions removed or correct any survey defects or in the alterative, to obtain the commitment for title insurance specified above as to such exceptions or survey defects within the specified time, City may terminate this contract or may elect, upon notice to Seller within 10 days after the expiration of the 35 day period, to take title as it then is with the right to deduct from the purchase price liens or encumbrances of a definite or ascertainable amount. If City does not so elect, this contract shall become null and void without further action of the parties. 14. PRORATIONS: General real estate taxes on the real estate described in paragraph 3 of this agreement (based on the tax assessor's latest valuations and the latest known tax rate), rents, premiums under assignable insurance policies, fuels, prepaid service contracts, if any, and other similar items shall be adjusted ratably as of the time of closing. 15. RISK OF LOSS: The provisons of the Uniform Vendor and Purchaser Risk Act of the State of Illinois shall be applicable to this contract. 16. FORFEITURE: If this agreement is terminated without the City's fault, all monies paid hereunder shall be returned to the City. 17. NOTICES: A11 notices herein required shall be in writing and shall be served on the parties at the addresses following their signatures. The mailing of a notice by registered or certified mail, return receipt requested, shall be sufficient notice. 18. ADDITION, INSPECTION AND REPAIR: Seller agrees to deliver possession of the above described real estate in the same condition as it is at the date of this agreement, ordinary wear and tear excepted. City shall have the right to enter into and inspect the real estate prior to the day of possession to ascertain that all, machinery.,, equipment and fixtures are in operating condition; if they are not in operating condition, City shall give written notice to Seller and Seller shall correct the same at Seller's sole expense prior to closing. 19. SURVEY: Prior to closing, Seller shall furnish a survey of the premises described in paragraph 3 of the agreement, currently certified, by an Illinois registered land surveyer, showing the location of all buildings and lot and building lines, and showing encroachment of improvements from or onto adjoining properties. All lot corners shall be located and monumented. Encroachments and violations of lot and building lines and encroachments over recorded easements are considered survey defects. 20. CONTRACT DATE: The date of this contract shall be the acceptance date. 21. This agreement shall be binding upon the parties hereto and their legal representatives and assigns. A 22. REVENUE BOND -CONTINGENCY: Seller acknowledges that the City intends to finance the purchase herein by the sale of Municipal Revenue Bonds under the authority of Illinois Revised Statutes, Chapter 24, Section 11-139-1, et. seq., which requires among other things the adoption of an ordinance as therein required and the publication of such ordinance at least once in a newspaper published in the City of McHenry. This agreement is therefore expressly contingent upon there being no petition for referendum being filed with the City Clerk as provided in Section 11-139-6 of said ,statute, within 21 days after the publication of the aforesaid Revenue Bond' Ordin'an6e. 23. Seller shall be entitled to bill its customers for all water service up to November 20, 1984. Any funds that may be paid to the City by the users in connection with any water service shown on the Seller's November 20, 1984 bill shall be paid over by the City to the Seller. IN WITNESS WHEREOF, the parties have executed this agreement at the City of Crystal Lake on the day and year first above written. CITY OF MCHENRY, ILLINOIS i CITY'S ADDRESS: 1111 North Green Street McHenry, Illinois 60050 LAKELAND PARK WATER COMPANY, an Illinois corporation_ By -a Its President SELLER'S ADDRESS: 7314 Hancock Drive Wonder Lake, Illinois 60097 -5-