===== PDF PAGE 47 ===== [Extraction: OCR (rendered-page OCR)] CITY OF WEST CHICAGO CITY COUNCIL AGENDA ITEM SUMMARY ITEM TITLE: AGENDA ITEM NUMBER: _&.?-S. Resolution No. 20-R-0073 — Intergovernmental Agreement with the West Chicago Fire Protection District — 2015 FILE NUMBER: Smith Road COMMITTEE AGENDA DATE: N/A Resolution No. 20-R-0070 — Authorizing the Sale of 308 COUNCIL AGENDA DATE: 11/16/2020 Stimme! Street Resolution No. 20-R-0071 — Authorizing the Sale of 2015 Smith Road Resolution No. 20-R-0072 — Authorizing the Sale of Vacant Land at Ann/Factory Streets STAFF REVIEW: SIGNATURE APPROVED BY CITY ADMINISTRATOR: SIGNATURE ITEM SUMMARY: In August 2018, the City Council authorized staff to sell nine parcels of land after declaring them surplus. The last three buildable lots have interested purchasers, all for or higher than the appraised values. 2015 Smith Road is a parcel that should have been owned by the West Chicago Fire Protection District, as it was to be granted to it as the land donation requirement for the Cornerstone Lakes Subdivision. Via a recording error, it remained the City’s since 2001, and the City has been maintaining it since then. It would be appropriate for the Fire District to get the proceeds from this sale, less all costs incurred by the City since it’s been in our possession (about $15,000). The IGA attached accomplishes this. STAFF RECOMMENDATION: Staff recommends approval of Resolution Nos. 20-R-0073, 20-R-0070, 20-R-0071 and 20-R-0072. COMMITTEE RECOMMENDATION: The property sales did not go to Committee as the terms of the Purchase and Sales Agreements are consistent with the direction previously given by the City Council. ===== PDF PAGE 48 ===== [Extraction: OCR (rendered-page OCR)] RESOLUTION NO. 20--0073 A RESOLUTION AUTHORIZING THE EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF WEST CHICAGO AND THE WEST CHICAGO FIRE PROTECTION DISTRICT REGARDING THE SALE OF 215 SMITH ROAD, WEST CHICAGO, IL WHEREAS, the City of West Chicago (“City”) is a body politic and corporate, organized and existing pursuant to the Illinois Municipal Code, 65 ILCS 5/1-1-1 ef seqg.; and WHEREAS, the West Chicago Fire Protection District (“District”) is a body politic and corporate, organized and existing pursuant to the Illinois Fire Protection District Act, 70 ILCS 705/1 et seq., and WHEREAS, Article VII, Section 10 of the Illinois Constitution of 1970 and the Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq., authorize units of local government to contract or otherwise associate among themselves to obtain or share services, to exercise, combine or transfer any power or function, in any manner not prohibited by law, to use their credit, revenues and other reserves to pay costs and to service debt related to intergovernmental activities; and WHEREAS, the City and the District are “units of local government” as defined in Article VII, Section 1 of the Illinois Constitution of 1970, and, therefore, pursuant to Section 10 of Article VII, have the power to contract among themselves to obtain or share services and to exercise, combine or transfer any power or function in any manner not prohibited by law or ordinance; and WHEREAS, the City and the District have determined it to be in the best interests of both units of local government to enter into an Intergovernmental Agreement providing for the sale of real property commonly known as 215 Smith Road in the City of West Chicago; and WHEREAS, the City and the District have memorialized their agreement and respective responsibilities and obligations in an Intergovernmental Agreement, attached hereto and incorporated herein by reference as Exhibit “A.” NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WEST CHICAGO, DUPAGE COUNTY, ILLINOIS, AS FOLLOWS: SECTION 1. The recitals set above are incorporated herein and made a part hereof. SECTION 2. The Mayor is hereby authorized and directed to execute on behalf of the City of West Chicago, and the Clerk is hereby authorized to attest thereto, the Intergovernmental Agreement attached hereto and incorporated herein by reference as Exhibit “A.” ===== PDF PAGE 49 ===== [Extraction: OCR (rendered-page OCR)] SECTION 3. The City Administrator, staff and Attorney for the City of West Chicago are hereby authorized to take such action as may be necessary to carry out the terms of said Intergovernmental Agreement. SECTION 4. The Clerk is hereby directed to transmit a certified copy of this Resolution and one copy of the executed Intergovernmental Agreement to the West Chicago Fire Protection District, c/o Fire Chief, West Chicago Fire Protection District, 200 Fremont Street, West Chicago, IL 60185. SECTION 5. This Resolution shall take effect immediately upon its passage and approval as provided by law. PASSED this 16" day of November, 2020. APPROVED as to form: City Attorney APPROVED this 16" day of November, 2020. Mayor Ruben Pineda ATTEST: Nancy M. Smith, City Clerk ===== PDF PAGE 50 ===== [Extraction: OCR (rendered-page OCR)] INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF WEST CHICAGO AND WEST CHICAGO FIRE PROTECTION DISTRICT CONCERNING SALE OF 215 SMITH ROAD, WEST CHICAGO, ILLINOIS THIS INTERGOVERNMENTAL AGREEMENT, made this day of ; 2020, between the CITY OF WEST CHICAGO, a body corporate and politic, (hereinafter referred to as “City”) and the WEST CHICAGO FIRE PROTECTION DISTRICT, a body corporate and politic (“District”) (collectively referred to as the “Parties”, WITNESSETH: WHEREAS, Article VII, Section 10 of the Illinois Constitution of 1970 and 5 ILCS 220/1, ef seq., authorize units of local government to contract or otherwise associate among themselves to obtain or share services, to exercise, combine or transfer any power or function, in any manner not prohibited by law, to use their credit, revenues and other reserves to pay costs and to service debt related to intergovernmental activities and further authorize units of local government to contract and otherwise associate with individuals, associations and corporations in any manner not prohibited by any law or by ordinance; and WHEREAS, the City and the District are units of local government as that term is defined in the Intergovernmental Cooperation Act, 5 ILCS 220/1, et seq.; and WHEREAS, several years ago, property within the City, commonly known as the Town & Country Homes First Addition to West Chicago, was subdivided; and WHEREAS, as part of the subdivision and development of the Town & Country Homes property, title to a lot identified as Outlot H, PIN 01-20-302-003 (“Property”) was to be vested in the District; and WHEREAS, in error, title to the Property was vested in the City; and ===== PDF PAGE 51 ===== [Extraction: OCR (rendered-page OCR)] WHEREAS, since the date of the transfer of title to the Property to the City, the District has had no use for the Property; and WHEREAS, accordingly, rather than cure the error in the tender of title, with the agreement of the District, the City has held title to the Property since it vested in the City; and WHEREAS, in recognition of the District’s determination that it has no use for the Property, the District and the City determined it would be in the best interest of the District to allow the City to determine the Property to be surplus and to authorize the sale of the Property consistent with the provisions of Illinois law; and WHEREAS, pursuant to Resolution No. 2018-R-0069, the Corporate Authorities of the City determined that it is no longer necessary, appropriate, or in the best interest of the City that it retain title to the Property; and WHEREAS, pursuant to the Illinois Municipal Code, 65 ILCS 5/11-76-4.1, the City authorized the sale of the surplus Property, and directed the City Administrator to publish notice of the proposed sale based upon a written certified appraisal for the Real Property; and WHEREAS, the City Administrator did so advertise the Property for sale, and through the assistance of a licensed real estate broker, has recently received an offer to purchase the Property; and WHEREAS, the offered purchase price is at the sale price the City hoped to achieve, and it is determined to be a fair and reasonable offer price given the current market conditions; and WHEREAS, the City and the District being in agreement that the Property shall be sold, as such determination is in keeping with the goals of both units of local government to efficiently and economically serve the residents of their respective units of government, the Parties hereto agree that the sale is to be consummated under the terms set forth herein. ===== PDF PAGE 52 ===== [Extraction: OCR (rendered-page OCR)] NOW, THEREFORE, pursuant to their powers of intergovernmental cooperation and in consideration of the foregoing premises and the mutual promises, agreements, covenants, and grants hereinafter made, IT IS MUTUALLY AGREED between the City and the District, as follows: Section 1. Incorporation of Recitals. The foregoing recitals are incorporated herein by reference as if fully set forth. Section 2. Sale of the Property. The City shall take all steps necessary to sell the Property for the amount of $65,000.00 plus or minus necessary prorations on terms and conditions it deems in the best interests of the City and the District, and thereafter, to provide to the District the proceeds from the sale of the Property, subject to the terms of Section 3. Section 3. City Costs. In recognition of City’s assumption of the duties to sell the Property, the District agrees that, prior to tender of the sale proceeds to the District, the City shall deduct from the proceeds of the sale all costs and fees it incurred to relative to the Property, including, but not limited to: appraisal of the property, wetland/floodplain delineation, property maintenance during City ownership, advertisement for sale, broker fees, title costs and fees, survey cost (if any), inspection fees (if any) and legal fees. For purposes of its reimbursement, the City shall tender to the District an itemization of all costs and fees intended to be deducted from the sale proceeds within three (3) business days of the sale of the Property, and upon written agreement thereto from the District, the City shall transfer the remaining proceeds to the District in a manner satisfactory to the Parties. Section 4. | Duties of the Parties. Should the Buyer decline to proceed with the acquisition, the duties of the Parties under this Agreement shall continue and be fully performed through any subsequent sale. ===== PDF PAGE 53 ===== [Extraction: OCR (rendered-page OCR)] Section 5. Miscellaneous. A. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Parties with respect to this matter and supersedes all prior understandings and agreements. B. Notice. All notice shall be in writing. If to West Chicago, the notice shall be addressed to the City of West Chicago, 475 Main Street, West Chicago, Illinois 60185, Attention: City Administrator, and if to the Fire Protection District, to the West Chicago Fire Protection District, 200 Fremont, West Chicago, Illinois 60185, Attention: Fire Chief. C. Amendment. This Agreement may be amended at any time, provided such amendment is in writing and approved by the corporate authorities of both Parties. D. This Agreement may be executed in counterparts with each counterpart to be deemed an original, and all counterparts together shall be deemed one document. [REMAINDER OF PAGE INTENTIONALLY BLANK] ===== PDF PAGE 54 ===== [Extraction: OCR (rendered-page OCR)] THIS AGREEMENT is executed on behalf of the West Chicago Fire Protection District by the and Secretary of its Board of Trustees, pursuant to authority granted at a meeting of said Board held on the day of , 2020, and on behalf of the City of West Chicago by its Mayor and City Clerk, pursuant to authority granted at a meeting of the City Council of West Chicago held on the _ day of , 2020. CITY OF WEST CHICAGO ATTEST: Mayor Ruben Pineda City Clerk Nancy M. Smith WEST CHICAGO FIRE PROTECTION DISTRICT President, Board of Trustees ATTEST: Secretary, Board of Trustees ===== PDF PAGE 55 ===== [Extraction: OCR (rendered-page OCR)] RESOLUTION NO. 20-R-0070 A RESOLUTION OF THE CITY OF WEST CHICAGO, DUPAGE COUNTY, ILLINOIS AUTHORIZING THE SALE OF SURPLUS MUNICIPALLY OWNED REAL ESTATE 308 WEST STIMMEL STREET, LOT 1, WEST CHICAGO, ILLINOIS WHEREAS, the City of West Chicago (“City”) is the owner of a certain vacant real property identified by the common address of 308 W. Stimmel Street, Lot 1, in the City of West Chicago, Illinois, designated by the Permanent Index Number 04-09-417-006 (“Real Property”); and WHEREAS, pursuant to Resolution No. 2018-R-0069, the Corporate Authorities of the City determined that it is no longer necessary, appropriate, or in the best interest of the City of West Chicago that it retain title to the Real Property; and WHEREAS, pursuant to the Illinois Municipal Code, 65 ILCS 5/11-76-4.1, the Corporate Authorities authorized the sale of the surplus Real Property, and directed the City Administrator to publish notice of the proposed sale based upon a written certified appraisal for the Real Property; and WHEREAS, the City Administrator did so advertise the Real Property for sale, and through the assistance of a licensed real estate broker, has recently received an offer to purchase the Real Property from Antonio and Maria Lopez, 316 W. Stimmel Street, West Chicago, Illinois; and WHEREAS, the offered purchase price of Thirteen Thousand, Five Hundred and 00/100 Dollars ($13,500.00) exceeds the minimum sale price the Corporate Authorities hoped to achieve, and it is determined to be a fair and reasonable offer price given the current market conditions, and staff recommends that it be accepted so that the Real Property can be returned to the tax rolls as a privately held parcel. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of West Chicago, Illinois, in regular session assembled: Section 1. That the recitals set forth above are incorporated herein in their entirety. Section 2. That the Real Property designated herein be conveyed, pursuant to proper Quit Claim Deed to Antonio and Maria Lopez, for the amount of Thirteen Thousand, Five Hundred and 00/100 Dollars ($13,500.00), pursuant to the terms of the Purchase and Sale Agreement attached hereto and incorporated herein as Exhibit A. Section 3. That City Staff and the City Attorney be directed to take all other reasonable and necessary steps to sell the Real Property in compliance with this Resolution and Exhibit A. Section 4. That all ordinances and resolutions, or parts thereof in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed. ===== PDF PAGE 56 ===== [Extraction: OCR (rendered-page OCR)] SECTION 5: This Resolution shall be in full force and effect from and after its adoption, approval, and publication in pamphlet form as provided by law. PASSED this 16th day of November, 2020. APPROVED as to form: City Attorney APPROVED this16th day of November, 2020. Mayor Ruben Pineda ATTEST: Nancy M. Smith, City Clerk PUBLISHED: , 2020 ===== PDF PAGE 57 ===== [Extraction: OCR (rendered-page OCR)] PURCHASE AND SALE AGREEMENT 308 W. Stimmel Street, Lot 1 West Chicago, Illinois THIS AGREEMENT is entered into this __ day of November, 2020, by and between the City of West Chicago, an Illinois Municipal Corporation (“Seller”) and Antonio and Maria Lopez (collectively, “Buyer”). RECITALS: A. Seller is the owner of a certain parcel of vacant land (“Property”), bearing the common address 308 W. Stimmel Street, Lot 1, West Chicago, Illinois designated by P.LN. 04-09-417-006. B. Seller has duly adopted a Resolution declaring the Property surplus, and has directed its sale in accordance with the Illinois Municipal Code, 65 ILCS 5/11-76-4.1. G, Buyer submitted its offer to acquire the Property from Seller, which Seller has accepted on the terms stated herein. THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency are hereby acknowledged, Seller and Buyer agree as follows: ARTICLE I PURCHASE AND SALE 1.01. Agreement to Buy and Sell. Subject to the terms and conditions of this Agreement, upon approval of the Seller’s City Council, Seller will sell to Buyer, and Buyer will purchase from Seller, good and marketable title to the Property subject to the Permitted Exceptions which may appear on the Title for said Property. 1.02. Purchase Price. The purchase price (“Purchase Price”) for the Property is $13,500.00. Buyer will deposit $150.00 in earnest money with the Seller’s Broker which shall be a credit toward the Purchase Price. If this Agreement is declared null and void, or terminated by mutual agreement of the Parties, Earnest Money shall be disbursed to Buyer. If the Agreement is terminated by the sole decision of the Buyer, the Earnest Money shall be forfeited to the City. 1.03. Payment Terms. This is a cash sale. The sale of the Property is not contingent upon any financing. The Purchase Price will be payable at Closing (as hereinafter defined), plus or minus prorations provided for under this Agreement, and less other credits to which Buyer is entitled under the terms of this Agreement, in U.S. funds, by cashier's check or wire transfer of immediately available funds. ===== PDF PAGE 58 ===== [Extraction: OCR (rendered-page OCR)] ARTICLE II ATTORNEY REVIEW 2.01. Attorney Review. Within five (5) Business Days after Date of Acceptance, the attorneys for the respective Parties, by Notice, may: (a) Approve this Agreement; (b) Disapprove this Agreement, which disapproval shall not be based solely upon the Purchase Price; or (c) Propose modifications except for the Purchase Price. If within ten (10) Business Days after the Date of Acceptance written agreement is not reached by the Parties with respect to resolution of the proposed modifications, then either Party may terminate this Agreement by service of Notice, whereupon this Agreement shall be null and void. ARTICLE III PRE-CLOSING MATTERS 3.01. Title Commitment. Within a reasonable time upon acceptance of this Agreement, Seller will deliver to Buyer, a commitment for an owner's title insurance policy (‘Title Commitment”) issued by a licensed Title Company (the “Title Company”) in the amount of the Purchase Price, covering title to the Property on or after the date of this Agreement, showing title in the intended grantor, subject only to the general exceptions contained in the policy, the Permitted Exceptions and title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount which may be removed by the payment of money at Closing and which Seller will so remove or cause to be removed at Closing by using funds Buyer will pay upon delivery of the deed. 3.02. Survey. The Property being vacant, Seller shall not provide a survey for the Property. Should Buyer require a survey, it shall be at Buyer’s cost. 3.03. Title Defects. Ifeither the Title Commitment or any Survey conducted at the request of the Buyer disclose any encroachment or violation or any exceptions to title or other than an exception described in Section 3.01 of this Agreement (an “Unpermitted Exception”), Seller shall have ten (10) days from the date of delivery thereof to have the Title Company issue its endorsement insuring against damage caused by such encroachments, violations or Unpermitted Exceptions, and provide evidence thereof to Buyer. If Seller fails to have the same insured against within said 10-day period, Buyer may elect, on or before the Closing, to terminate this Agreement or accept the Property subject to such encroachments, violations and Unpermitted Exceptions. ===== PDF PAGE 59 ===== [Extraction: OCR (rendered-page OCR)] ARTICLE IV APPORTIONMENT OF COSTS 4.01. Real Estate Taxes. No real estate taxes are due and owing on the Property. Buyer will assume all real estate taxes as of the date of acquisition. 4.02. Title; Recording Costs. Buyer and Seller shall be responsible for their usual and customary costs of securing the title commitment and transfer of title to the Property. ARTICLE V CLOSING 5.01. Closing Date and Location. Seller and Buyer will use their best efforts to close this transaction on or before November 30, 2020 (the “Closing Date”), subject, however, to satisfaction of the conditions set forth in this Agreement, at the offices of the Title Company, or at such other time as is mutually acceptable to Seller and Buyer. In this Agreement, the term “Closing” refers to Seller's conveyance of title to the Property to Buyer. 5.02. Seller's Closing Documents. At Closing, the Seller will deposit with the Buyer the following documents: (a) A certified copy of the Seller’s Resolution authorizing the sale of the Property. (b) A recordable Quit Claim deed, in a form reasonably acceptable to Buyer's counsel and the Title Company, conveying good and marketable title to Buyer in fee simple, free and clear of all liens and encumbrances, except the Permitted Exceptions. (c) An ALTA Owner's Title Insurance Policy (“Title Policy”) issued by the Title Company in the form customarily used by the Title Company for property similar to the Property, in the amount of the Purchase Price, insuring that Buyer or Buyer's assignee has marketable, good, insurable and indefeasible fee simple title to the Property, subject only to the general exceptions of the Policy, the Permitted Exceptions, and any other exceptions Buyer has elected to accept. (d) Executed ALTA Statement. (e) Executed real estate transfer tax declarations. (f) Such other documents as reasonably may be required to consummate the transaction contemplated by this Agreement. 5.03. Buyer's Closing Documents. At Closing, in addition to the Purchase Price, Buyer will deposit with the Seller, the following documents: ===== PDF PAGE 60 ===== [Extraction: OCR (rendered-page OCR)] (a) Executed ALTA Statement. (b) Such other documents as reasonably may be required to consummate the transaction contemplated by this Agreement. ARTICLE VI REPRESENTATIONS AND WARRANTIES 6.01. Seller's Representations and Warranties. To induce Buyer to enter into this Agreement, Seller makes the following representations and warranties (all of which representations and warranties will be deemed to have been made again at the time of the Closing, and all of which will survive the Closing): (a) Seller is a municipal corporation, duly organized, validly existing and in good standing under the laws of the State of Illinois, with full power and authority to enter into and carry out terms and provisions of this Agreement. The execution and performance of this Agreement and the terms and provisions hereof by Seller are not inconsistent with, and do not result in the breach of any terms of any agreement or instrument to which Seller is a party or by which Seller may be bound. (b) There is not an unconfirmed pending special assessment affecting the Property by any association or governmental entity payable by Buyer after the date of Closing. (c) The Property is not located within a special assessment area or special service area. ARTICLE VII POSSESSION 7.01 Seller shall tender possession of the Property to Buyer as of the date of Closing. ===== PDF PAGE 61 ===== [Extraction: OCR (rendered-page OCR)] ARTICLE VIII BROKERS 8.01 Brokers. The Seller has retained the services of a Broker, whose fee shall be paid out of the proceeds of the Closing pursuant to the agreement between Seller and Broker. ARTICLE IX MISCELLANEOUS 9.01. Fees and Expenses. All costs, fees and expenses, including reasonable attorneys’ fees, and court costs, incurred by a non-defaulting party as a result of the default of the other party will be paid by the defaulting party. 9.02. Notices. Any notice required or permitted to be given under this Agreement will be in writing and will be deemed to have been given when sent by telefacsimile to the telefacsimile number provided below for the intended recipient of such notice, or when delivered personally or on the date deposited in the United States mail, registered or certified mail, postage pre-paid, return receipt requested, and addressed as follows: If to Seller: City of West Chicago 475 Main Street West Chicago, IL 60185 Attn: City Administrator With copy to: Mary E. Dickson Bond, Dickson & Conway 400 S. Knoll Street, Unit C Wheaton, Illinois, 60187 Ifto Buyer: Antonio and Maria Lopez 316 W. Stimmel Street West Chicago, IL 60185 With copy to: Mayra Pagan Mayra@mpplawyer.com or to such other address as a party may from time to time specify in writing to the other parties in accordance with the terms hereof. 9.03. Amendment. This Agreement cannot be amended or terminated except by written ===== PDF PAGE 62 ===== [Extraction: OCR (rendered-page OCR)] instrument signed by all the parties hereto. 9.04. Waiver. No failure by Seller or Buyer to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement, or to exercise any right or remedy upon a breach thereof, will constitute as waiver thereof. Any party hereto, by notice to the other parties, may, but will be under no obligation to, waive any of its rights or any condition to its obligations hereunder, or any duty, obligation or covenant of the other parties hereto. No waiver will affect or alter any other covenant, agreement, terms or conditions of this Agreement, all of which shall continue in full force and effect. 9.05 Captions. The captions of this Agreement are for convenience and reference only and in no way define, limit or describe the scope or intent of this Agreement. 9.06 Governing Law. This Agreement has been entered into in the State of Illinois and will be interpreted under and governed by the laws of the State of Illinois. 9.07. Assignment. Buyer may not assign this Agreement, or any of Buyer’s obligations hereunder without first obtaining Seller’s written consent, which Seller may withhold in its absolute discretion. 9.08. Binding Effect. Without limiting the provisions of Section 9.07, this Agreement will bind and inure to the benefit of the Parties hereto and their respective successors and assigns. 9.09. Prior Agreements. This Agreement (including the exhibits attached hereto) is the entire agreement between Seller and Buyer and supersedes in its entirety all prior agreements and understandings relating to the Property. 9.10. Time of the Essence. Time is of the essence of the performance of each of the obligations of Seller and Buyer. ===== PDF PAGE 63 ===== [Extraction: OCR (rendered-page OCR)] IN WITNESS WHEREOF, the parties have signed this Agreement on the date first above written. SELLER: CITY OF WEST CHICAGO By: BUYER: ANTONIO LOPEZ MARIA LOPEZ ===== PDF PAGE 64 ===== [Extraction: OCR (rendered-page OCR)] RESOLUTION NO. 20-R-0071 A RESOLUTION OF THE CITY OF WEST CHICAGO, DUPAGE COUNTY, ILLINOIS AUTHORIZING THE SALE OF SURPLUS MUNICIPALLY OWNED REAL ESTATE 215 SMITH ROAD, WEST CHICAGO, ILLINOIS WHEREAS, the City of West Chicago (“City”) is the owner of a certain vacant real property identified by the common address of 215 Smith Road, in the City of West Chicago, Illinois, designated by the Permanent Index Number 01-20-302-003 (‘Real Property”); and WHEREAS, title to the Real Property vested in the City in error, it having been designated on subdivision for vesting in the West Chicago Fire Protection District (“District”); and WHEREAS, pursuant to Resolution No. 2018-R-0069, the Corporate Authorities of the City determined that it is no longer necessary, appropriate, or in the best interest of the City of West Chicago that it retain title to the Real Property; and WHEREAS, the District has informed the City that it is not in the best interests of the District to have ownership of the Real Property and it is not necessary or appropriate for the District to own it; and WHEREAS, the District and the City have determined that it is in the best interests of both entities to sell the Real Property; and WHEREAS, pursuant to the Illinois Municipal Code, 65 ILCS 5/11-76-4.1, the Corporate Authorities of the City authorized the sale of the surplus Real Property, and directed the City Administrator to publish notice of the proposed sale based upon a written certified appraisal for the Real Property; and WHEREAS, the City Administrator did so advertise the Real Property for sale, and through the assistance of a licensed real estate broker, has recently received an offer to purchase the Real Property from Fatmir Dzabir, 7250 S. Washington Street, Braidwood, IL 60408; and WHEREAS, the offered purchase price of Sixty-Five Thousand and 00/100 Dollars ($65,000.00) is the sale price the Corporate Authorities authorized as the minimum sale price for the Real Property, and it is determined to be a fair and reasonable offer price given the current market conditions, and staff recommends that it be accepted so that the Real Property can be returned to the tax rolls as a privately held parcel. NOW, THEREFORE, BEIT RESOLVED by the City Council of the City of West Chicago, Illinois, in regular session assembled: Section 1. That the recitals set forth above are incorporated herein in their entirety. ===== PDF PAGE 65 ===== [Extraction: OCR (rendered-page OCR)] ; Section 2. That the Real Property designated herein be conveyed, pursuant to proper Quit Claim Deed to Fatmir Dzabiri for the amount of Sixty-Five Thousand and 00/100 Dollars ($65,000.00), pursuant to the terms of the Purchase and Sale Agreement attached hereto and incorporated herein as Exhibit A. Section 3. That City Staff and the City Attorney be directed to take all other reasonable and necessary steps to sell the Real Property in compliance with this Resolution and Exhibit A. Section 4. That all ordinances and resolutions, or parts thereof in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed. SECTION 5: This Resolution shall be in full force and effect from and after its adoption, approval, and publication in pamphlet form as provided by law. PASSED this 16th day of November, 2020. APPROVED as to form: City Attorney APPROVED this16th day of November, 2020. Mayor Ruben Pineda ATTEST: Nancy M. Smith, City Clerk PUBLISHED: , 2020 ===== PDF PAGE 66 ===== [Extraction: OCR (rendered-page OCR)] PURCHASE AND SALE AGREEMENT 215 Smith Road West Chicago, Illinois THIS AGREEMENT is entered into this___ day of November, 2020, by and between the City of West Chicago, an Illinois Municipal Corporation (“Seller”) and Fatmir Dzabiri (“Buyer”). RECITALS: A. Seller is the owner of a certain parcel of vacant land (“Property”), bearing the common address 215 Smith Road, West Chicago, Illinois designated by P.I.N. 01- 20-302-003. B. Seller has duly adopted a Resolution declaring the Property surplus, and has directed its sale in accordance with the Illinois Municipal Code, 65 ILCS 5/11-76-4.1. C; Buyer submitted its offer to acquire the Property from Seller, which Seller has accepted on the terms stated herein. THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency are hereby acknowledged, Seller and Buyer agree as follows: ARTICLE I PURCHASE AND SALE 1.01. Agreement to Buy and Sell. Subject to the terms and conditions of this Agreement, upon approval of the Seller’s City Council, Seller will sell to Buyer, and Buyer will purchase from Seller, good and marketable title to the Property subject to the Permitted Exceptions which may appear on the Title for said Property, and conditioned on: (a) Soil Test/Flood Plain Condition: This Agreement is subject to Buyer obtaining within ten (10) Business Days from date of acceptance a soil boring test and/or Flood Plain Determination at a site or sites of Buyer’s choice on the Property to obtain the necessary permits from the appropriate governmental authorities for the improvement contemplated by the Buyer. Such determination and tests shall be at Buyer’s expense. In the event Flood Plain Determination and such tests are unsatisfactory, at the option of Buyer and upon written notice to Seller within one (1) Business day of the time set forth above, this Agreement shall be null and void and earnest money shall be refunded to the Buyer upon mutual written direction of Seller and Buyer. In the event Buyer does not provide written notice to Seller in the time specified herein, or if the Buyer fails to secure the Test or Determination within the time allowed herein, and said failure is the fault of the Buyer, this condition shall be deemed waived. ===== PDF PAGE 67 ===== [Extraction: OCR (rendered-page OCR)] 1.02. Purchase Price. The purchase price (“Purchase Price”) for the Property is $65,000.00. Buyer will deposit $5,000.00 in earnest money with the Seller’s Broker which shall be a credit toward the Purchase Price. If this Agreement is declared null and void, or terminated by mutual agreement of the Parties, Earnest Money shall be disbursed to Buyer. If the Agreement is terminated by the sole decision of the Buyer, the Earnest Money shall be forfeited to the City. 1.03. Payment Terms. This is a cash sale. The sale of the Property is not contingent upon any financing. The Purchase Price will be payable at Closing (as hereinafter defined), plus or minus prorations provided for under this Agreement, and less other credits to which Buyer is entitled under the terms of this Agreement, in U.S. funds, by cashier's check or wire transfer of immediately available funds. ARTICLE II ATTORNEY REVIEW 2.01. Attorney Review. Within five (5) Business Days after Date of Acceptance, the attorneys for the respective Parties, by Notice, may: (a) Approve this Agreement; (b) Disapprove this Agreement, which disapproval shall not be based solely upon the Purchase Price; or (c) Propose modifications except for the Purchase Price. If within ten (10) Business Days after the Date of Acceptance written agreement is not reached by the Parties with respect to resolution of the proposed modifications, then either Party may terminate this Agreement by service of Notice, whereupon this Agreement shall be null and void. ARTICLE II PRE-CLOSING MATTERS 3.01. Title Commitment. Within a reasonable time upon acceptance of this Agreement, Seller will deliver to Buyer, a commitment for an owner's title insurance policy (“Title Commitment”) issued by a licensed Title Company (the “Title Company”) in the amount of the Purchase Price, covering title to the Property on or after the date of this Agreement, showing title in the intended grantor, subject only to the general exceptions contained in the policy, the Permitted Exceptions and title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount which may be removed by the payment of money at Closing and which Seller will so remove or cause to be removed at Closing by using funds Buyer will pay upon delivery of the deed. 3.02. Survey. The Property being vacant, Seller shall not provide a survey for the Property. Should Buyer require a survey, it shall be at Buyer’s cost. ===== PDF PAGE 68 ===== [Extraction: OCR (rendered-page OCR)] 3.03. Title Defects. Ifeither the Title Commitment or any Survey conducted at the request of the Buyer disclose any encroachment or violation or any exceptions to title or other than an exception described in Section 3.01 of this Agreement (an “Unpermitted Exception”), Seller shall have ten (10) days from the date of delivery thereof to have the Title Company issue its endorsement insuring against damage caused by such encroachments, violations or Unpermitted Exceptions, and provide evidence thereof to Buyer. If Seller fails to have the same insured against within said 10-day period, Buyer may elect, on or before the Closing, to terminate this Agreement or accept the Property subject to such encroachments, violations and Unpermitted Exceptions. ARTICLE IV APPORTIONMENT OF COSTS 4.01. Real Estate Taxes. No real estate taxes are due and owing on the Property. Buyer will assume all real estate taxes as of the date of acquisition. 4.02, Title; Recording Costs. Buyer and Seller shall be responsible for their usual and customary costs of securing the title commitment and transfer of title to the Property. ARTICLE V CLOSING 5.01. Closing Date and Location. Seller and Buyer will use their best efforts to close this transaction on or before November 30, 2020 (the “Closing Date”), subject, however, to satisfaction of the conditions set forth in this Agreement, at the offices of the Title Company, or at such other time as is mutually acceptable to Seller and Buyer. In this Agreement, the term “Closing” refers to Seller's conveyance of title to the Property to Buyer. 5.02. Seller's Closing Documents. At Closing, the Seller will deposit with the Buyer the following documents: (a) A certified copy of the Seller’s Resolution authorizing the sale of the Property. (b) | A recordable Quit Claim deed, in a form reasonably acceptable to Buyer's counsel and the Title Company, conveying good and marketable title to Buyer in fee simple, free and clear of all liens and encumbrances, except the Permitted Exceptions. (c) An ALTA Owner's Title Insurance Policy (“Title Policy”) issued by the Title Company in the form customarily used by the Title Company for property similar to the Property, in the amount of the Purchase Price, insuring that Buyer or Buyer's assignee has marketable, good, insurable and indefeasible fee simple title to the Property, subject only to the general exceptions of the Policy, the Permitted Exceptions, and any other exceptions Buyer has elected to accept. ===== PDF PAGE 69 ===== [Extraction: OCR (rendered-page OCR)] (d) Executed ALTA Statement. (e) Executed real estate transfer tax declarations. (f) Such other documents as reasonably may be required to consummate the transaction contemplated by this Agreement. 5.03. Buyer's Closing Documents. At Closing, in addition to the Purchase Price, Buyer will deposit with the Seller, the following documents: (a) Executed ALTA Statement. (b) Such other documents as reasonably may be required to consummate the transaction contemplated by this Agreement. ARTICLE VI REPRESENTATIONS AND WARRANTIES 6.01. Seller's Representations and Warranties. To induce Buyer to enter into this Agreement, Seller makes the following representations and warranties (all of which representations and warranties will be deemed to have been made again at the time of the Closing, and all of which will survive the Closing): (a) Seller is a municipal corporation, duly organized, validly existing and in good standing under the laws of the State of Illinois, with full power and authority to enter into and carry out terms and provisions of this Agreement. The execution and performance of this Agreement and the terms and provisions hereof by Seller are not inconsistent with, and do not result in the breach of any terms of any agreement or instrument to which Seller is a party or by which Seller may be bound. (b) There is not an unconfirmed pending special assessment affecting the Property by any association or governmental entity payable by Buyer after the date of Closing. (c) The Property is not located within a special assessment area or special service area. (d) The Property is zoned R3 Residential. ARTICLE Vil POSSESSION 7.01 Seller shall tender possession of the Property to Buyer as of the date of Closing. ===== PDF PAGE 70 ===== [Extraction: OCR (rendered-page OCR)] ARTICLE VIII BROKERS 8.01 Brokers. The Seller has retained the services of a Broker, whose fee shall be paid out of the proceeds of the Closing pursuant to the agreement between Seller and Broker. ARTICLE IX MISCELLANEOUS 9.01. Fees and Expenses. All costs, fees and expenses, including reasonable attorneys' fees, and court costs, incurred by a non-defaulting party as a result of the default of the other party will be paid by the defaulting party. 9.02. Notices. Any notice required or permitted to be given under this Agreement will be in writing and will be deemed to have been given when sent by telefacsimile to the telefacsimile number provided below for the intended recipient of such notice, or when delivered personally or on the date deposited in the United States mail, registered or certified mail, postage pre-paid, return receipt requested, and addressed as follows: If to Seller: City of West Chicago 475 Main Street West Chicago, IL 60185 Attn: City Administrator With copy to: Mary E. Dickson Bond, Dickson & Conway 400 S. Knoll Street, Unit C Wheaton, Illinois, 60187 Ifto Buyer: Fatmir Dzabiri 250 S. Washington Street Braidwood, IL 60408 With copy to: or to such other address as a party may from time to time specify in writing to the other parties in accordance with the terms hereof. 9.03. Amendment. This Agreement cannot be amended or terminated except by written instrument signed by all the parties hereto. ===== PDF PAGE 71 ===== [Extraction: OCR (rendered-page OCR)] 9.04. Waiver. No failure by Seller or Buyer to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement, or to exercise any right or remedy upon a breach thereof, will constitute as waiver thereof. Any party hereto, by notice to the other parties, may, but will be under no obligation to, waive any of its rights or any condition to its obligations hereunder, or any duty, obligation or covenant of the other parties hereto. No waiver will affect or alter any other covenant, agreement, terms or conditions of this Agreement, all of which shall continue in full force and effect. 9.05 Captions. The captions of this Agreement are for convenience and reference only and in no way define, limit or describe the scope or intent of this Agreement. 9.06 Governing Law. This Agreement has been entered into in the State of Illinois and will be interpreted under and governed by the laws of the State of Illinois. 9.07. Assignment. Buyer may not assign this Agreement, or any of Buyer’s obligations hereunder without first obtaining Seller’s written consent, which Seller may withhold in its absolute discretion. 9.08. Binding Effect. Without limiting the provisions of Section 9.07, this Agreement will bind and inure to the benefit of the Parties hereto and their respective successors and assigns. 9.09. Prior Agreements. This Agreement (including the exhibits attached hereto) is the entire agreement between Seller and Buyer and supersedes in its entirety all prior agreements and understandings relating to the Property. 9.10. Time of the Essence. Time is of the essence of the performance of each of the obligations of Seller and Buyer. ===== PDF PAGE 72 ===== [Extraction: OCR (rendered-page OCR)] IN WITNESS WHEREOF, the parties have signed this Agreement on the date first above written. SELLER: CITY OF WEST CHICAGO By: BUYER: FATMIR DZABIRI ===== PDF PAGE 73 ===== [Extraction: OCR (rendered-page OCR)] RESOLUTION NO. 20-R-0072 A RESOLUTION OF THE CITY OF WEST CHICAGO, DUPAGE COUNTY, ILLINOIS AUTHORIZING THE SALE OF SURPLUS MUNICIPALLY OWNED REAL ESTATE, TWO VACANT LOTS ON ANN STREET, WEST CHICAGO, ILLINOIS WHEREAS, the City of West Chicago is the owner of a two parcels of vacant real property on Ann Street in the City of West Chicago, Illinois, designated by the Permanent Index Numbers 04- 09-424-001 and -002 (hereinafter referred to as the “Real Property”); and WHEREAS, pursuant to Resolution No. 2018-R-0069, the Corporate Authorities of the City determined that it is no longer necessary, appropriate, or in the best interest of the City of West Chicago that it retain title to the Real Property; and WHEREAS, pursuant to the Illinois Municipal Code, 65 ILCS 5/11-76-4.1, the Corporate Authorities authorized the sale of the surplus Real Property, and directed the City Administrator to publish notice of the proposed sale based upon a written certified appraisal for the Real Property; and WHEREAS, the City Administrator did so advertise the Real Property for sale, and recently received an offer to purchase the Real Property from Kathleen Brown; and WHEREAS, the offered purchase price is fair and reasonable offer price given the current market conditions, and staff recommends that it be accepted so that the Real Property can be returned to the tax rolls as privately held property; and WHEREAS, the Corporate Authorities have reviewed and hereby authorize the execution of the Purchase and Sale Agreement attached hereto and incorporated herein as Exhibit A for purposes of the sale of the Real Property identified herein. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of West Chicago, Illinois, in regular session assembled: Section 1. That the recitals set forth above are incorporated herein in their entirety. Section 2. That the Real Property designated herein be conveyed, pursuant to proper Quit Claim to Kathleen Brown, for the amount of Twenty-six Thousand and 00/100 Dollars ($26,000.00), pursuant to the terms of the Purchase and Sale Agreement attached hereto and incorporated herein as Exhibit A. Section 3. That City Staff and the City Attorney be directed to take all other reasonable and necessary steps to sell the Real Property in compliance with this Resolution and Exhibit A. ===== PDF PAGE 74 ===== [Extraction: OCR (rendered-page OCR)] Section 4. That all ordinances and resolutions, or parts thereof in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed. SECTION 5: This Resolution shall be in full force and effect from and after its adoption, approval, and publication in pamphlet form as provided by law. PASSED this 16" day of November, 2020. Alderman J. Beifuss Alderman L. Chassee Alderman J. Sheahan Alderman H. Brown Alderman A. Hallett Alderman M. Ferguson Alderman M. Birch-Ferguson Alderman S. Dimas Alderman C. Swiatek Alderman M. Garling Alderman R. Stout Alderman J. Short Alderman N. Ligino-Kubinski Alderman J. Jakabesin TTT ITIL APPROVED as to form: City Attorney APPROVED this 16" day of November, 2020. Mayor Ruben Pineda ATTEST: Nancy M. Smith, City Clerk PUBLISHED: November 17, 2020 ===== PDF PAGE 75 ===== [Extraction: OCR (rendered-page OCR)] PURCHASE AND SALE AGREEMENT TWO VACANT LOTS ON ANN STREET, EAST OF FACTORY STREET WEST CHICAGO, ILLINOIS THIS AGREEMENT is entered into this___ th day of , 2020, by and between the City of West Chicago, an Illinois Municipal Corporation (“Seller”) and Kathleen Brown (“Buyer”). RECITALS: A. Seller is the owner of two parcels of vacant land, .25 acres in size, located on Ann Street, east of Factory Street in the City of West Chicago, Illinois, designated by P.I.N.s 04-09-424-001 and -002 (“Property”). B. Seller has duly adopted a Resolution declaring the Property surplus, and has directed its sale in accordance with the Illinois Municipal Code, 65 ILCS 5/11-76-4.1. C: Buyer submitted its offer to acquire the Property from Seller, which Seller has accepted on the terms stated herein. THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency are hereby acknowledged, Seller and Buyer agree as follows: ARTICLE I PURCHASE AND SALE 1.01. Agreement to Buy and Sell. Subject to the terms and conditions of this Agreement, upon approval of the Seller’s City Council, Seller will sell to Buyer, and Buyer will purchase from Seller, good and marketable title to the Property subject to the Permitted Exceptions which may appear on the Title for said Property. 1.02. Purchase Price. The purchase price (“Purchase Price’) for the Property is $26,000.00. 1.03. Payment Terms. This is a cash sale. The sale of the Property is not contingent upon any financing. The Purchase Price will be payable at Closing (as hereinafter defined), plus or minus prorations provided for under this Agreement, and less other credits to which Buyer is entitled under the terms of this Agreement, in U.S. funds, by cashier's check or wire transfer of immediately available funds. ===== PDF PAGE 76 ===== [Extraction: OCR (rendered-page OCR)] ARTICLE II ATTORNEY REVIEW 2.01. Attorney Review. Within five (5) Business Days after Date of Acceptance, the attorneys for the respective Parties, by Notice, may: a) Approve this Agreement; b) Disapprove this Agreement, which disapproval shall not be based solely upon the Purchase Price; or c) Propose modifications except for the Purchase Price. If within ten (10) Business Days after the Date of Acceptance written agreement is not reached by the Parties with respect to resolution of the proposed modifications, then either Party may terminate this Agreement by service of Notice, whereupon this Agreement shall be null and void. ARTICLE III PRE-CLOSING MATTERS 3.01. Title Commitment. Within a reasonable time upon acceptance of this Agreement, Seller will deliver to Buyer a commitment for an owner's title insurance policy (“Title Commitment”) issued by a licensed Title Company (the “Title Company”) in the amount of the Purchase Price, covering title to the Property on or after the date of this Agreement, showing title in the intended grantor, subject only to the general exceptions contained in the policy, the Permitted Exceptions and title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount which may be removed by the payment of money at Closing and which Seller will so remove or cause to be removed at Closing by using funds Buyer will pay upon delivery of the deed. 3.02. Survey. Buyer shall provide a survey of the Property, showing both parcels on one Plat of Survey. The Survey shall show no encroachments onto the Property from any adjacent property, no encroachments by or from the Property onto any adjacent property and no violation of or encroachments upon any recorded building lines, restrictions or easements affecting the Property. 3.03. Title Defects. If either the Title Commitment or the Survey disclose any encroachment or violation or any exceptions to title or other than an exception described in Section 3.01 of this Agreement (an “Unpermitted Exception”), Seller shall have ten (10) days from the date of delivery thereof to have the Title Company issue its endorsement insuring against damage caused by such encroachments, violations or Unpermitted Exceptions, and provide evidence thereof to Buyer. If Seller fails to have the same insured against within said 10-day period, Buyer may elect, on or before the Closing, to terminate this Agreement or accept the Property subject to such encroachments, violations and Unpermitted Exceptions. ===== PDF PAGE 77 ===== [Extraction: OCR (rendered-page OCR)] ARTICLE IV APPORTIONMENT OF COSTS 4.01. Real Estate Taxes. No real estate taxes are due and owing on the Property. Buyer will assume all real estate taxes as of the date of acquisition. 4.02. Title: Recording Costs. Buyer and Seller shall pay their usual and customary fees for title and recording costs. ARTICLE V CLOSING 5.01. Closing Date and Location. Seller and Buyer will use their best efforts to close this transaction on or before November 30, 2020 (the “Closing Date”), subject, however, to satisfaction of the conditions set forth in this Agreement, at the offices of the Title Company, or at such other time as is mutually acceptable to Seller and Buyer. In this Agreement, the term “Closing” refers to Seller's conveyance of title to the Property to Buyer. 5.02. Seller's Closing Documents. At Closing, the Seller will deposit with the Buyer the following documents: (a) A certified copy of the Seller’s Resolution authorizing the sale of the Property. (b) A recordable Quit Claim deed, in a form reasonably acceptable to Buyer's counsel and the Title Company, conveying good and marketable title to Buyer in fee simple, free and clear of all liens and encumbrances, except the Permitted Exceptions. (c) An ALTA Owner's Title Insurance Policy (“Title Policy”) issued by the Title Company in the form customarily used by the Title Company for property similar to the Property, in the amount of the Purchase Price, insuring that Buyer or Buyer's assignee has marketable, good, insurable and indefeasible fee simple title to the Property, subject only to the general exceptions of the Policy, the Permitted Exceptions, and any other exceptions Buyer has elected to accept. (d) Executed ALTA Statement. (e) Executed real estate transfer tax declarations. (f) Such other documents as reasonably may be required to consummate the transaction contemplated by this Agreement. ===== PDF PAGE 78 ===== [Extraction: OCR (rendered-page OCR)] 5.03. Buyer's Closing Documents. At Closing, in addition to the Purchase Price, Buyer will deposit with the Seller, the following documents: (a) Executed ALTA Statement. (b) Such other documents as reasonably may be required to consummate the transaction contemplated by this Agreement. ARTICLE VI REPRESENTATIONS AND WARRANTIES 6.01. Seller's Representations and Warranties. To induce Buyer to enter into this Agreement, Seller makes the following representations and warranties (all of which representations and warranties will be deemed to have been made again at the time of the Closing, and all of which will survive the Closing): (a) Seller is a municipal corporation, duly organized, validly existing and in good standing under the laws of the State of Illinois, with full power and authority to enter into and carry out terms and provisions of this Agreement. The execution and performance of this Agreement and the terms and provisions hereof by Seller are not inconsistent with, and do not result in the breach of any terms of any agreement or instrument to which Seller is a party or by which Seller may be bound. (b) The Property is zoned R5 Single Family. (c) There is not an unconfirmed pending special assessment affecting the Property by any association or governmental entity payable by Buyer after the date of Closing. (d) The Property is not located within a special assessment area or special service area. ARTICLE VII POSSESSION 7.01 Seller shall tender possession of the Property to Buyer as of the date of Closing. ARTICLE VIII BROKERS 8.01 Brokers. The Seller has retained the services of a Broker, whose fee shall be paid out of the proceeds of the Closing pursuant to the agreement between Seller and Broker. ===== PDF PAGE 79 ===== [Extraction: OCR (rendered-page OCR)] ARTICLE IX MISCELLANEOUS 9.01. Fees and Expenses. All costs, fees and expenses, including reasonable attorneys' fees, and court costs, incurred by a non-defaulting party as a result of the default of the other party will be paid by the defaulting party. 9.02. Notices. Any notice required or permitted to be given under this Agreement will be in writing and will be deemed to have been given when sent by telefacsimile to the telefacsimile number provided below for the intended recipient of such notice, or when delivered personally or on the date deposited in the United States mail, registered or certified mail, postage pre-paid, return receipt requested, and addressed as follows: If to Seller: | City of West Chicago 475 Main Street West Chicago, IL 60185 Attn: City Administrator With copy to: Mary E. Dickson Bond, Dickson & Conway 400 S. Knoll Street, Unit C Wheaton, Illinois, 60187 Ifto Buyer: Kathleen Brown 242 Ann Street West Chicago, IL 60185 With copy to: or to such other address as a party may from time to time specify in writing to the other parties in accordance with the terms hereof. 9.03. Amendment. This Agreement cannot be amended or terminated except by written instrument signed by all the parties hereto. 9.04. Waiver. No failure by Seller or Buyer to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement, or to exercise any right or remedy upona breach thereof, will constitute as waiver thereof. Any party hereto, by notice to the other parties, may, but will be under no obligation to, waive any of its rights or any condition to its obligations hereunder, or any duty, obligation or covenant of the other parties hereto. No waiver will affect or alter any other covenant, agreement, terms or conditions of this Agreement, all of which shall ===== PDF PAGE 80 ===== [Extraction: OCR (rendered-page OCR)] continue in full force and effect. 9.05 Captions. The captions of this Agreement are for convenience and reference only and in no way define, limit or describe the scope or intent of this Agreement. 9.06 Governing Law. This Agreement has been entered into in the State of Illinois and will be interpreted under and governed by the laws of the State of Illinois. 9.07. Assignment. Seller may not assign this Agreement, or any of Seller's rights hereunder, nor may Buyer delegate its duties, without first obtaining Buyer’s written consent, which Buyer may withhold in its absolute discretion. 9.08. Binding Effect. Without limiting the provisions of Section 9.07, this Agreement will bind and inure to the benefit of the Parties hereto and their respective successors and assigns. 9.09. Prior Agreements. This Agreement (including the exhibits attached hereto) is the entire agreement between Seller and Buyer and supersedes in its entirety all prior agreements and understandings relating to the Property. 9.10. Time of the Essence. Time is of the essence of the performance of each of the obligations of Seller and Buyer. IN WITNESS WHEREOF, the parties have signed this Agreement on the date first above written, SELLER: CITY OF WEST CHICAGO By: BUYER: