HomeMy WebLinkAboutRESOLUTIONS-2014-083-R-1411 /13/2014
83-R-14
A RESOLUTION
Authorizing the Execution of an Agreement to Purchase Property for a
Park and Accept a Dedication of Land for the New Ashland Avenue
Extended Roadway all within the Emerson Square Subdivision
WHEREAS, the United States Department of Housing and Urban
Development ("HUD") awarded Neighborhood Stabilization Program 2 ("NSP2") grant
funds to the City in the amount of $18.15 million for two main purposes: (a) acquire,
rehabilitations and/or development, leasing and/or sale of a minimum of 100 single-family,
multi -family and condominium units; and (b) the development of a mixed tenure residential
development called "Emerson Square" in the area bounded by Emerson Street, the alley
east of Dewey Avenue, Foster Street and Gilbert Park and Jackson; and
WHEREAS, the City entered into a redevelopment agreement and
subsequent amendments with Brinshore Development, L.L.0 ("Brinshore") to carry out the
goals of the NSP2 grant funds, including a second amendment to the redevelopment
agreement (the "RDA Second Amendment") dated July 26, 2012 clarifying development
issues, including that the City would acquire Lot 4 for a public park after Emerson Square
was developed and the park was complete; and
WHEREAS, the first phase of the Emerson Square development is complete
and the park situated on Lot 4 has been constructed and the City seeks to acquire it from
Brinshore for use as a public park; and
WHEREAS, the new roadway, extension of Ashland Avenue, through the
Emerson Square subdivision is also complete; and
83-R-14
WHEREAS, EMSQ Holding LLC, an Illinois limited liability company ("EMSQ
Holding") is the owner of several lots, including Lot 4 ("Park") and Lot 5 ("Roadway") and
seeks to convey the Park and Roadway to the City of Evanston; and
WHEREAS, it is in the best interests of the City of Evanston to purchase
the Park from EMSQ Holding to expand its public park system and to accept the
dedication of the Roadway for the continuity of the City's right-of-way system,
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF EVANSTON, COOK COUNTY, ILLINOIS:
SECTION 1: The City Manager is hereby authorized and directed to
execute, and the City Clerk hereby authorized and directed to attest, on behalf of the
City, the Real Estate Contract (the "Agreement") as set forth in Exhibit 1, by and between
EMSQ Holding LLC and the City of Evanston for the purchase of the Park for a price of
$1.00 (One and no/100 Dollar) and accept the dedication of the Roadway.
SECTION 2: The City Manager is hereby authorized and directed to
negotiate any additional conditions or terms of the Agreement as may be determined to be
in the best interests of the City.
SECTION 3: That this Resolution 83-R-14 shall be in full force and effect
from and after its passage and approval in the manner provided by law.
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Att
ney eerie, City Clerk
Adopted: VWQ`(`(lt Qf d , 2014
-3-
Eli a eth B. Tisdahl, Mayor
83-R-14
83-R-14
EXHIBIT 1
CONTRACT
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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made as of this
day of , 2014, by and between the City of Evanston, an Illinois home rule
unit of government located in Cook County, Illinois ("Purchaser"), and EMSQ Holding, LLC,
an Illinois limited liability company ("Seller").
WITNESSETH:
WHEREAS, Seller is the owner of that certain property in Evanston, Illinois described on
Exhibit A attached hereto and made a part hereof (the "Property");
WHEREAS, the Property consists of a newly constructed street (the "Street") and a newly
constructed park (the "Park") that were built by Seller as part of the Emerson Square
redevelopment;
WHEREAS, Seller is an Affiliate of Brinshore Development, LLC, an Illinois limited
liability company;
WHEREAS, Brinshore Development, LLC has entered into that certain Redevelopment
Agreement with Seller Regarding the Neighborhood Stabilization Program 2 Grant Number B-09-
LN-IL-0026, as amended (the "Redevelopment Agreement"); and
WHEREAS, in accordance with the Redevelopment Agreement, Seller and Purchaser have
agreed that the Street will be dedicated as a public right-of-way and the Park will be conveyed to
the Purchaser;
NOW, THEREFORE, for and in consideration of the promises and of the mutual
covenants and agreements hereinafter set forth, the parties agree to the terms of this Agreement,
which reads in its entirety as follows:
Agreement to Purchase the Park. Purchaser agrees to purchase and Seller agrees to sell
and convey or cause to be conveyed to Purchaser, or its designee, by Special Warranty
Deed (the "Deed"), good and merchantable title to the Park at the price and subject to the
terms, conditions and provisions hereinafter set forth. The Deed shall be substantially in
the form attached hereto as Exhibit B.
2. Dedication of Street. Purchaser agrees to accept a dedication of the Street as a public
right-of-way pursuant to a Plat of Dedication (the "Plat") substantially in the form attached
hereto as Exhibit C.
3. Bill of Sale. Purchaser agrees to accept a Bill of Sale from Seller for any and all
improvements located on the Street (the "Bill of Sale") substantially in the form attached
hereto as Exhibit D.
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4. Purchase Price. Purchaser agrees to pay and Seller agrees to accept as for the Property the
sum of $1.00 ("Purchase Price") payable at Closing (as hereinafter defined).
5. Title Policv.
(a) Seller has previously furnished Purchaser, at Seller's expense, a title commitment
with respect to the Property. Purchaser acknowledges that the title commitment is
acceptable to Purchaser.
(b) Purchaser and Seller shall, at Seller's expense, obtain a title insurance policy
covering the Park, issued by Chicago Title Insurance Company through its agent,
Greater Illinois Title Company, or another title company acceptable to Purchaser
("Title Insurer"), dated as of the date Closing in a nominal amount, free and clear
of all liens and encumbrances whatsoever, except for general real estate taxes not
due and payable, covenants, conditions, restrictions and other matters of record
shown on the title commitment and those additional matters approved by Purchaser
(the "Permitted Exceptions").
(c) The title commitment shall be conclusive evidence of good and merchantable title
as therein shown as to all matters insured by the policy, subject only to the
exceptions as therein stated. Seller shall also furnish Purchaser an affidavit of title
in customary form covering the date of Closing and showing title in Seller subject
only to the Permitted Exceptions.
6. Representations.
(a) Seller's Representations. As an inducement to Purchaser to enter into this
Agreement Seller hereby represents to Purchaser and agrees as follows:
(i) Seller has the right, power and authority to sell and dedicate the Property, as
the case may be, subject to the terms and conditions provided for in this
Agreement, and to execute, deliver and perform its obligations under this
Agreement and all other instruments, conveyances and documents to be
executed and delivered in connection with the transaction contemplated
herein. This Agreement and all other documents executed and delivered, or
to be executed and delivered by Seller in connection with this Agreement
have been, or at the appropriate time will be, duly executed and delivered
and constitute or, upon such execution and delivery will constitute, the
legal, valid and binding obligations of Seller, enforceable in accordance
with the respective terms and provisions. No consent or approval of any
person, firm, corporation or governmental authority is required to be
obtained by Seller in order for Seller to enter into this Agreement.
(ii) To the best of Seller's knowledge, there exists no action, suit, litigation or
proceeding affecting the Property to which Seller is a party, and to the
knowledge of Seller, there is no such action, suit, litigation or proceeding
threatened.
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(iii) Seller is not a "foreign person" as defined in Section 1445 of the Internal
Revenue Code and is therefore exempt from the withholding requirements
of said Section. Seller shall furnish Purchaser at Closing the exemption
certification set forth in said Section.
(b) Purchaser's Representations. As an inducement to Seller to enter into this
Agreement Purchaser hereby represents to Seller and agrees as follows:
(i) Purchaser has the right, power and authority to purchase and accept a
dedication of the Property, as the case may be, subject to the terms and
conditions provided for in the Agreement, and to execute, deliver and
perform its obligations under this Agreement and all other instruments,
conveyances and documents to be executed and delivered in connection
with the transaction contemplated herein. This Agreement and all other
documents executed and delivered, or to be executed and delivered by
Purchaser in connection with this Agreement have been, or at the
appropriate time will be, duly executed and delivered and constitute or,
upon such execution and delivery will constitute, the legal, valid and
binding obligations of Purchaser, enforceable in accordance with the
respective terms and provisions. No consent or approval of any person,
firm, corporation or governmental authority is required to be obtained by
Purchaser in order for Purchaser to enter into this Agreement.
7. Closiniz of Sale.
(a) The Closing ("Closing") shall take place on a date mutually agreeable to the parties
but not later than , 2014.
(b) At Closing, each party shall, without further consideration, execute and deliver
such additional instruments as may be reasonably requested by the other party in
order to complete and effectuate the transfer of title and ownership of the Property,
provided that such additional instruments (other than these specifically provided for
in this Agreement, and customary Closing documents) shall not impose cost or
liability on any party. This transaction shall be closed in accordance with the
general provisions of the usual form of New York style escrow agreement then in
use by the Title Insurer, the costs of which escrow shall be paid by Seller. Real
estate taxes shall not be prorated. Seller shall pay any State, County or other
transfer tax imposed by local ordinance.
8. "As Is" Sale. Purchaser acknowledges that it will have adequate opportunity to inspect the
Property and accepts the risk that any inspection may not disclose all material matters
affecting the Property. SUBJECT ONLY TO THE TERMS OF SECTION 5(a) AND IF
PURCHASER CLOSES THE TRANSACTION CONTEMPLATED HEREUNDER,
PURCHASER AGREES TO ACCEPT THE PROPERTY IN ITS "AS IS" "WHERE IS"
AND "WITH ALL FAULTS" CONDITION AT CLOSING AND THAT PURCHASER
IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY
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KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER OR ITS AGENTS
OR BROKERS, OR ANY OTHER PERSON ACTING OR PURPORTING TO ACT ON
BEHALF OF SELLER, AS TO ANY MATTERS CONCERNING THE PROPERTY,
INCLUDING WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical
condition and aspects of the Property, including, but not limited to, the structural elements,
seismic aspects of the Property, foundation, roof, appurtenances, access, landscaping,
parking facilities and the electrical, mechanical, HVAC, plumbing, sewage, and utility
systems, facilities and appliances, the square footage within the improvements on the Real
Property and within each tenant space therein, (ii) the quality, nature, adequacy, and
physical condition of soils, geology and any groundwater, (iii) the existence, quality,
nature, adequacy and physical condition of utilities serving the Property, (iv) the
development potential of the Property, and the Property's use, habitability,
merchantability, or fitness, suitability, value or adequacy of the Property for any particular
purpose, (v) the zoning or other legal status of the Property or any other public or private
restrictions on use of the Property, (vi) the compliance of the Property or its operation with
any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and
restrictions of any governmental or quasi -governmental entity or of any other person or
entity, (vii) the quality of any labor and materials used in any improvements on the Real
Property, (viii) the condition of title to the Property (except the deed warranties), (ix) the
value, economics of the operation or income potential of the Property, or (x) any other fact
or condition which may affect the Property, including without limitation, the physical
condition, value, economics of operation or income potential of the Property. In addition,
Seller shall have no legal obligation to apprise Purchaser regarding any event or other
matter involving the Property which occurs after the Effective Date or to otherwise update
any due diligence items, unless and until an event or other matter occurs which would
cause Seller to be unable to remake any of its representations or warranties contained in
this Agreement.
9. Brokerage. Purchaser and Seller each represent and warrant to the other that it has had no
dealings with any broker or agent in connection with this Agreement and the subject matter
hereof, and each party agrees to pay, and hold harmless and indemnify the other from and
against, any and all costs, expenses or liabilities for compensation, commissions and other
amounts claimed by any other broker or agent allegedly retained, consulted or employed
by such indemnifying party.
10. Miscellaneous.
(a) This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and to their respective successors and assigns.
(b) Capitalized terms used by not defined in this letter shall have the meanings ascribed
to them in the Redevelopment Agreement.
(c) This Agreement may be executed in counterparts, each of which shall be an
original, but all of which shall constitute one instrument.
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(d) This Agreement (i) contains the entire understanding between the parties hereto
with respect to the transactions contemplated herein; and (ii) may be altered or
amended from time to time only by written instrument executed by both parties
hereto.
(e) This Agreement shall be interpreted in accordance with the laws of the State of
Illinois.
(f) The provisions of the Uniform Vendor and Purchaser Risk Act of the State of
Illinois shall be applicable to this Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement this day and year
first written above.
PURCHASER:
CITY OF EVANSTON,
A Home Rule unit of government
By:
Print Name: Wally Bobkiewicz
Its: City Manager
SELLER:
EMSQ HOLDING, LLC,
an Illinois limited liability company,
By: Brinshore, Inc., its manager
an
Name:
Its:
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EXHIBIT A
LOTS 4 AND 5 IN THE EMERSON SQUARE SUBDIVISION OF A PART OF SECTION 13,
TOWNSHIP 41 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN IN
COOK COUNTY, ILLINOIS ACCORDING TO THE PLAT THEREOF, RECORDED ON
OCTOBER 2, 2012 AS DOCUMENT NUMBER 1227616095.
Parcel Number: 10-13-209-027-0000
10-13-209-028-0000
Real Estate Address: 1600 Foster Avenue, Evanston, Illinois
A-1
EXHIBIT B
DEED
This instrument was prepared by:
Steven D. Friedland
Applegate & Thorne -Thomsen, P.C.
626 W. Jackson Blvd, Suite 400
Chicago, Illinois 60661
Upon recording mail to:
Michelle L. Masoncup
City of Evanston Legal Department
2100 Ridge Avenue
Evanston, IL 60201
SPECIAL WARRANTY DEED
EMSQ Holding, LLC, an Illinois limited liability company ("Grantor") having an address
of 666 Dundee Road, Suite 1102 Northbrook, IL 60062, for and in consideration of TEN AND
NO/100 DOLLARS ($10.00) and other good and valuable considerations in hand paid, the receipt
and sufficiency of which are hereby acknowledged, by these presents does GRANT, BARGAIN,
SELL, REMISE, RELEASE, ALIEN AND CONVEY to the City of Evanston, an Illinois
municipal corporation ("Grantee") having an address of 2100 Ridge Avenue, Evanston, IL 60201,
all the following real property situated in the County of Cook, in the State of Illinois, to wit:
SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF.
Together with all and singular the hereditaments and appurtenances thereunto belonging,
or in anywise appertaining, together with the improvements thereon and the reversion and
reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right,
title, and interest, of Grantor, of, in and to the above described premises, with the hereditaments
and appurtenances: TO HAVE AND TO HOLD the said premises as above described, with the
appurtenances, unto the Grantee, its heirs, successors and assigns forever.
And Grantor, for itself, and its successors, does covenant, promise and agree, to and with
the Grantee, its successors and assigns, that it has not done or suffered to be done, anything
whereby the said premises hereby granted are, or may be, in any manner encumbered or charged,
except as herein recited; and it WILL WARRANT AND DEFEND the said premises unto the
B-1
Grantee, its successors and assigns, against all persons lawfully claiming, or to claim the same, by,
through or under it, subject to the matters set forth in EXHIBIT B attached hereto and made a part
hereof, and not otherwise.
Grantor hereby releases and waives all rights under and by virtue of the Homestead
Exemption Laws of the State of Illinois.
In Witness Whereof, said Grantor has caused its name to be signed to these presents as of
the day of 92014.
EMSQ HOLDING, LLC,
an Illinois limited liability company
By: Brinshore, Inc.,
an Illinois corporation,
its sole member
By:
Name:
Title:
State of Illinois )
) ss:
County of Cook )
I, the undersigned, a Notary Public in and for said County in the State aforesaid, do hereby certify
that of Brinshore, Inc., an Illinois
corporation, the sole member of EMSQ HOLDING, LLC, and personally known to me to be the
same person whose name is subscribed to the foregoing instrument as such manager appeared
before me this day in person and acknowledged that she signed and delivered such instrument as
his/her own free and voluntary act, all for the uses and purposes set forth therein.
Given under my hand and official seal this day of , 2014.
Commission expires
Notary Public
SEND SUBSEQUENT TAX BILLS TO:
City of Evanston
2100 Ridge Avenue
Evanston, IL 60201
EXHIBIT A
LEGAL DESCRIPTION
LOT 4 IN EMERSON SQUARE SUBDIVISION OF A PART OF SECTION 13, TOWNSHIP 41
NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY,
ILLINOIS.
COMMON ADDRESS: 1600 FOSTER STREET, EVANSTON, IL
PERMANENT INDEX NUMBERS: 10-13-209-027-0000
EXHIBIT B
1. Covenants, conditions and restrictions of record.
2. Taxes not yet due and payable.
M.
EXHIBIT C
PLAT OF DEDICATION
C-1
PLAT OF DEDICATION
OF
LOT 5 IN EMERSON SQUIRE SUBDIVISION OF A PART OF SECTION 13, TOWNSHIP 41 NORTH, RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, IWNOIS
FOSTER —�amr
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HERETOFORE DEDICATED
SOUTH HALF OF
VACATED ALLEY
STATE OF I LN06 2
COUNTY OF COOK a
I de hereby certify that I am fhe Title Omer of record of the
propeAy de=Aw heremr, and tllot I have mused the am to be arvcynd for the purpose of Deekotbq
a Pubic Street as sham heron.
Doled Die —day of A.D.. 2D_.
NAME
STATE OF ILLAl06 Je COUNTY OF COON
I , a Notary Public, in and for aid County, in the S1nte aforeaid, do
lerebfr ov* thef persanAy Ion to me to be fhe some perm thine
name a WAwnbed to the foropM iustrrarle d as Omer of flu properly described hereon, appeared before me
the day in pecan and miatadged that Jn signed and deivered the aid ImtrumeM in h_ ism free and
vopoitnry act, for the use and purpose Barein Be fortk
Gluon under any hand and Notarial seal tM—day of A.D., 2D_
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0e0 CUSIER AVENUE, EVANSTON, ILLINOIS 60202
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CHICAGO TEL (713)27}5315 / EVANSTON EEL (907) 96L6315
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WWW.BHSIDIR.COM / E-MAIL SURVEYOR@BHSLHILCOM
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14
ORDER W
13-193 ORDERED us , BRINSHORE DEVELOPMENT
I_ =Teas aLti mNW.r
STREET
GRAPHIC SCALE
SCALE, 1' - w Fr.
STATE OF ILLIN06
COUNTY OF COOK
Approved by fhe Canclof ft City of Evauslon, Himis. at a meefoq held an the —day
of A.D., 2D, in wlbe thereof, I set my hand and offs Be Corporate
Sal of said City, this —day "I A.D., 20—
STATE OF ILLN06 t®
COUNTY OF COOK S
Approved this —day of
STATE OF AINZ t®
COUNTY OF COOK I'
Approved this —day of
City Oak Evonsb . Illinois
A.D., 2D—.
D'oedor of Public Worts, Evanston, Illinois
, A.D., 20—.
Corporolbn Counwl, Evmmton, Hm is
STATE OF LLWW
COUNTY OF COOK
B. IL SU9r d COMPANY. W_ doer hereby cer* Ucf N has prepared this Plot of Wmlion
for ebeet from alking plate and palm as shorn herein.
Doted at banadon, Illinois, ft —day rr A.D.. 20—
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RAYYO R
I SUBMIfIFD BY AND RETURN PUT TO: Licausa Uoa Oete 11 1B
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EXHIBIT D
BILL OF SALE
EMSQ Holding, LLC, an Illinois limited liability company (the "Grantor"), in
consideration of Ten Dollars ($10.00), receipt whereof is hereby acknowledged, does hereby sell,
assign, transfer and set over to the City of Evanston, an Illinois municipal corporation
("Grantee"), the following described personal property, to -wit:
All roadways, curbs, gutters, medians, street lights, sidewalks and
landscaping located on the property legally described in Exhibit A
attached hereto (collectively, the "Improvements")
Grantor hereby represents and warrants to Grantee that Grantor has full right, power and
authority to sell said Improvements and to make this Bill of Sale. All warranties of quality, fitness
and merchantability are hereby excluded.
By accepting this Bill of Sale, the Grantee agrees to assume full responsibility for the
maintenance and repair of the Improvements.
[Signature Page Follows]
E-1
IN WITNESS WHEREOF, Grantor has signed and sealed this Bill of Sale this
day of , 2014.
EMSQ HOLDING, LLC,
an Illinois limited liability company
By: Brinshore, Inc.,
an Illinois corporation,
its sole member
By:
Name:
Title:
State of Illinois )
) ss:
County of Cook )
I, the undersigned, a Notary Public in and for said County in the State aforesaid, do hereby certify
that I of Brinshore, Inc., an Illinois
corporation, the sole member of EMSQ HOLDING, LLC, and personally known to me to be the
same person whose name is subscribed to the foregoing instrument as such manager appeared
before me this day in person and acknowledged that she signed and delivered such instrument as
his/her own free and voluntary act, all for the uses and purposes set forth therein.
Given under my hand and official seal this day of , 2014.
Commission expires
C-2
Notary Public