HomeMy WebLinkAboutRESOLUTIONS-1994-048-R-947/6/94
48-R-94
A Resolution
Authorizing the City Manager to
Contract for and Complete the Purchase
of 1110 Emerson Street
WHEREAS, the City Manager has heretofore been
authorized on behalf of the City of Evanston to negotiate the
purchase of certain real estate located at 1110 Emerson Street and
legally described as follows:
See Exhibit A
WHEREAS, said property is part of the Northwestern
University Evanston Research Park Project and a valuable
• acquisition in the best interest of the City's economic
development; and
WHEREAS, a real estate sales contract (Exhibit B
attached hereto, and incorporated herein) has been negotiated by
the parties for the sale of 1110 Emerson Street for Four Hundred
Ninety Thousand Dollars and no/100ths ($490,000.00), with an
anticipated July, 1994 closing date:
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS: That the City Manager
be and hereby is authorized and directed to enter into a contract
for, negotiate additional terms as necessary and desirable, and
take title to 1110 Emerson Street for Four Hundred Ninety Thousand
Dollars and no/100ths ($490,000.00).
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SECTION 1: That this Resolution shall be in full force
and effect from and after the date of its passage and approval in
the manner provided by law.
ATTEST:
c--7
dit Clerk
Adopted:
1994
2
Mayor
r:
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EXHIBIT B
AGREEMENT FOR SALE AND PURCHASE
DRAFT
rep. lot a,l"
THIS AGREEMENT is made this day of July, 1994, by and
between LASALLE NATIONAL BANK as Successor to EXCHANGE NATIONAL BANK
OF CHICAGO as Trustee under Trust Agreement dated June 18, 1991 and
known as Trust Number 38712 (Owner of Record), by and through its
beneficiary, MICHAEL WARD, having a notice address of 1110 Emerson
Street, Evanston, Illinois, (the "Seller"), and the CITY OF EVANSTON,
having a notice address of 2100 Ridge Avenue, Evanston, Illinois
60201 (the "Buyer").
W I T N E S S E T H:
1. Sale of Property. The Seller agrees to sell and the Buyer
agrees to purchase on the terms hereafter stated all of the Seller's
right, title and interest in and to the following described property
(hereinafter called the "Property"):
1.1 Real Property. All of the land situated in Evanston, Cook
County, Illinois, more specifically described in Schedule A,
attached hereto and made a part hereof, commonly known as
1110 Emerson, Evanston, Illinois, together with the
• buildings, improvements, fixtures and other items of real
property located on such land.
1.2 Personal Property. All tangible personal property located
on such real property which is owned by the Seller and used
in the ownership, operation, and maintenance of the
aforesaid buildings, improvements, and land, including but
not limited to, all heating, ventilating, lighting,
plumbing, electrical, and central cooling fixtures and
equipment, etc.
2. Purchase Price. Subject to the adjustments and prorations
hereafter described, the total purchase price to be paid by the Buyer
to the Seller for the purchase of the Property is the sum of FOUR
HUNDRED NINETY THOUSAND DOLLARS ($490,000.00). The purchase price
will be paid in the following manner:
2.1 Earnest Monev. The sum of Ten Thousand Dollars ($10,000.00)
in the form of a personal check (the "Earnest Money
Deposit") is herewith deposited as earnest money with
Seller's attorney, as escrowee, to be applied against the
total purchase price on the Closing Date. The Earnest Money
Deposit shall be placed in an interest bearing escrow
account for the mutual benefit of the parties, with the
interest payable to the Buyer at Closing or upon contract
termination.
2.2 Cash at Closinq. On the Closing Date, the Buyer will pay to
the Seller the further sum of Four Hundred Eighty Thousand
Dollars ($480,000.00), plus or minus prorations, in
immediately payable funds.
3. Title. Within ten (10) days after the Seller's acceptance
hereof, the Seller will provide to the Buyer a copy of the existing
Plat of Survey of the Property and within thirty (30) days after
Seller's acceptance, a commitment for the issuance of an ALTA Form B
owner's policy of title insurance issued by a title insurer
acceptable to Purchaser and/or Purchaser's lender showing fee simple
title to the Property to be in the Seller and containing the
following exceptions (hereinafter referred to as the "Permitted
Exceptions"):
a. Real Estate taxes for 1993 and subsequent years;
b. Public and utility easements and building setback lines of
record;
C. Zoning and building laws and ordinances.
d. Covenants, conditions, and restrictions of record which do
not interfere with the intended use of the property as a
residential building.
e. Drainage and utility district charges and assessments. •
f. Acts of the Purchaser, rights of persons claimed by, through
or under the Purchaser; and any other matters which
Purchaser shall approve in writing.
The Buyer will have ten (10) days after receipt of the commitment for
title insurance to provide to the Seller a letter setting forth all
of the Buyer's objections to the Seller's title to the Property and
the Seller shall have thirty (30) days after receipt of such letter
to correct or obtain title insurance over the defects in title
objected to by the Buyer. If the Seller is unable to correct such
defects within such thirty (30) day period, the Buyer will have the
option to waive such defect or terminate this Agreement and to obtain
a refund of the Earnest Money Deposit with all interest accrued
thereon. On the Closing Date, the Seller will cause to be issued to
the Buyer a policy of owner's title insurance in an amount equal to
the purchase price containing the Approved Title Exceptions and any
other exceptions to coverage waived or approved by the Buyer.
4. Closinq. The Buyer and the Seller agree that the purchase
will be consummated as follows:
4.1 Title Transfer. The Seller agrees to convey title to the
Property to the Buyer by Trustee's Deed on or before the
close of business on the Closing Date and, effective on the
delivery of such deed by the Seller to the Buyer, all
ownership interest and the risk of loss of the Property will
pass from the Seller to the Buyer. •
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4.2 Closina Date. This transaction will close on February 28,
1995 or any other date mutualy agreeable to the parties (the
"Closing Date"), provided Purchaser has completed its
purchase of the City of Evanston Property commonly known as
2230 Main Street, Evanston, Illinois, and the purchase of
the contiguous property owned by Zera Construction as
provided in Paragraph 13 below (the "Closing Date"). The
closing will take place at the office of the title insurer
or at such other location upon which the parties shall
mutually agree.
4.3 Seller's Instruments. At Closing, the Seller will deliver
or cause to be delivered to the Buyer the following items
(all documents will be duly executed and acknowledged where
required):
4.3.1 Trustee's Deed. A Trustee's Deed, executed by
the Seller conveying to the Buyer marketable fee
simple title to all of the Seller's right, title
and interest in and to the Property, free and
clear of all liens and encumbrances except the
Permitted Exceptions;
4.3.2 Bill of Sale. A bill of sale conveying all of
the Seller's right, title and interest in and to
all of the personal property contained on and in
. the Property free and clear of all liens and
encumbrances except the Permitted Exceptions;
4.3.3 Title and Lien Affidavits. An Affidavit of Title
certifying that the Seller is conveying clear
title to the Buyer free of all encumbrances
except the Permitted Exceptions and an ALTA
statement or other lien affidavit in a form
acceptable to the title insurer certifying that
the Property is free from claims for mechanics',
materialmen's and laborer's liens;
4.3.4 Authority of Sianatory Officers/Partners. Such
documents, certificates, or other evidence of
authority with respect to the Seller and each
nominee of the Seller acting hereunder as might
be reasonably requested by the Buyer;
4.3.5 Specific Assignments. Such specific assignments
and other instruments as might reasonably be
requested by the Buyer to transfer contracts,
permits and other similar items relating to the
Property to the Buyer, each of which will bear
the written approval (to the extent required) of
all appropriate parties thereto.
4.3.6 Transfer Tax Declarations. State of Illinois,
County of Cook, and City of Evanston transfer tax
• declarations providing all information concerning
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the transaction required on said documents;
3.3.7 Additional Documents. Such additional documents
as might be reasonably required by the Buyer to
consummate the sale of the Property to the Buyer,
including but not limited to any and all
documents required by federal, state, or local
authorities with respect to disclosures
concerning environmental risks.
4.4 Buver's Instruments. At Closing, the Buyer will deliver to
the Seller the payment required by Paragraph 2.2 and such
additional documents as might be reasonably required by the
Seller to consummate the sale of the Property to the Buyer.
4.5 Costs. The Seller will pay the following costs: The
Seller's attorney's fees, all costs associated with the
performance of any and all Phase II environmental impact
analyses required by the City of Evanston, as well as the
issuance of the owner's policy of title insurance to the
Buyer, the cost of a new or recertified survey done by a
licensed land surveyor, the cost of the State, County, and
City of Evanston transfer tax stamps to be affixed to the
deed, if any, and the release fee and recording fee for the
release deed of any mortgage made by the Seller which must
be released at or before Closing to transfer clear title to
the Buyer. The Buyer will pay the following costs: the •
Buyer's attorney's fees, the costs of recording the deed
conveying title to the Property to the Buyer as well as the
cost of recording any mortgage(s) placed thereon, and the
cost of the initial Phase I environmental impact analysis.
5. Adiustments and Prorations. All receipts and disbursements
relating to the Property will be prorated on the Closing Date and the
purchase price will be adjusted on the following basis:
5.1 Property Taxes. Real estate taxes for the second
installment of 1993 and 1994 prorated to the Closing Date,
will be credited to the Buyer at Closing, based on the
amount of the last ascertainable tax bill. The Seller and
Buyer shall reprorate the 1993 and 1994 real estate taxes as
and when the second installment bill for 1993 becomes
available. Upon reproration, if the amount paid by the
Seller to the Buyer at Closing was in excess of the
reprorated taxes, the Buyer shall, within fifteen (15) days
of notice from the Seller, refund the excess to Seller. If,
in the event of reproration, the reprorated amount exceeds
the credit given to the Buyer at Closing, the Seller shall,
within fifteen (15) days of notice from the Buyer, pay the
balance due based upon the reprorated figures to the Buyer.
6. Seller's Representations. The Seller represents and warrants
to the Buyer as follows: The Seller has the authority to make and
perform this Agreement; to the best of its knowledge, the Property
and the use thereof comply with all applicable public and private
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restrictions, regulations, ordinances and laws; there are no
actions, suits, or other legal proceedings presently pending, or to
the best knowledge of the Seller, threatened against the Property;
the roof and foundation are free from leaks and all heating, cooling,
electrical, mechanical and plumbing systems, are in working order and
shall be in working order as of the date of closing; the Seller's
performance of this Agreement will not constitute a default under any
agreement by which the Property might be bound; to its best
knowledge the Property was constructed in accordance with and now
conforms to all applicable building codes, environmental regulations,
zoning ordinances and other restrictions governing the use of the
Property; to its best knowledge the Seller has disclosed to the
Buyer all matters which might have a material adverse effect on the
ownership, operation or maintenance of the Property.
7. Survev. Prior to the Closing Date, Seller shall furnish a
survey by a licensed land surveyor dated or recertified after the
date of this Contract showing the location of the improvements
(including fences, if any) thereon and showing all encroachments, if
any. If the survey discloses improper location of improvements or
encroachments and the Seller is unable to obtain title insurance
protection for the benefit of the Buyer against loss resulting from
such improper location or encroachment, Buyer may, at his option,
declare this Agreement to be null and void, with the Earnest Money
Deposit and all interest accrued thereon to be returned to the Buyer.
Possession. Possession of the Property will be delivered to
,,8.
he Buyer on the Closing Date free from management contracts, service
contracts, employment agreements, and leases and/or tenancies of any
kind or nature.
9. Default; Remedv. In the event that either party fails to
perform such party's respective obligations hereunder (except as
excused by the other's default) the party claiming default will make
written demand for performance. If the Seller fails to comply with
such written demand within ten (10) days after receipt thereof, the
Buyer will have the option to waive such default, demand specific
performance, or terminate this Agreement and, on such termination,
the Earnest Money Deposit together with all interest accrued thereon,
will be returned to the Buyer. If the Buyer fails to comply with
such written demand within ten (10) days after receipt thereof, the
Seller will have the option to waive such default or to terminate
this Agreement and, on such termination, the Seller will be paid the
Earnest Money Deposit as liquidated damages (and not as a penalty) as
Seller's sole remedy. On such return or payment of the Earnest Money
Deposit, the parties will be discharged from any further obligations
and liabilities hereunder. It is specifically acknowledged that the
Seller waives all rights to claim or demand specific performance of
this Agreement.
10. Code Compliance. Seller shall warrant to Purchaser in the
Affidavit of Title to be delivered at closing that Seller has not
received any notice of zoning or building code violations between the
date of contract and the date of closing, and that any and all
violations previously noted have been corrected.
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11. Reaulatory and Environmental Issues.. A. If required,
Seller shall report this transaction to the Illinois Department of
Revenue (IDOR) promptly upon Seller's acceptance of this Contract
pursuant to the provisions of Section 902 (d) and companion sections
of the Illinois Revenue Act. Purchaser shall have the right to
withhold from Seller any amount required by IDOR in any Stop Order
Letter issued by IDOR, such funds to be held by the title insurer in
escrow until such time as the Stop Order is duly released by IDOR,
or, if necessary, the escrowee shall apply such funds to obtain such
release. Any part of such funds held by the escrowee after IDOR
issues a release shall be paid over to Seller.
B. Seller agrees to comply with the Illinois Responsible
Property Transfer Act by preparing and submitting the necessary
environmental disclosure documents to Purchaser and the title
insurance company, if required, at least ten (10) days prior to
closing.
C. Seller warrants and represents that there are no
underground storage tanks (UST's) on the property, nor are there any
other environmental risks or contaminants present on the property
including asbestos, benzene, or other hazardous substances identified
as such by the Environmental Protection Agency, other than as
identified on the Phase I Environmental Site Assessment dated July
20, 1993 prepared by Environmental Risk Consultants, and the Phase II
Environmental Report prepared by Clearwater, A Division of the White
Oak Group, Inc., dated June _, 1994.
12. Contracts, Leases. A. Seller warrants and represents that •
there are and shall be no service contracts, agreements, licenses,
invoices, bills, or understandings of any nature, written or oral,
which have not been disclosed herein, which Purchaser will be
required to assume, pay, or be bound by.
B. Seller agrees not to enter into any leases or other
rental arrangements or to modify the existing leases on or after the
date hereof without the Purchaser's express written consent to the
terms of any such rental arrangement or modification.
13. Contincxencv.. This Contract is expressly contingent upon
the closing of the purchase of the property commonly known as 2230
Main Street, Evanston, Illinois by the Seller from the City of
Evanston and Philip Zera/Zera Construction, Inc., respectively, on or
before July 8, 1994 or any other date mutually agreeable to the
parties hereto.
14. Notice. For purposes of the Contract, any written notice
must be personally delivered or mailed by certified or registered
mail, or transmitted by facsimile, and shall be deemed given and be
effective as of the date when such notice is received by the party to
whom the notice is directed and/or his attorney. Notice shall be
delivered to the parties at the addresses indicated on the front page
of this Contract. Seller's attorney is Laura S. Addelson, 500 Davis
Center Suite 701, Evanston, Illinois 60201, facsimile number
708-328-0486. Buyer's attorney is
, facsimile
number
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15. Broker's Commission. The parties acknowledge that no real
estate broker has been involved in the transaction or provided
services on behalf of either party hereto, and that no real estate
commission will be due and payable by either party in conjunction
with this transaction.
16. Miscellaneous. It is further agreed as follows:
16.1 Time. Time is of the essence of this Agreement.
16.2 Entire Aareement. This instrument constitutes the entire
agreement between the Buyer and the Seller and there are no
agreements, understandings, warranties or representations
between the Buyer and the Seller except as set forth
herein. This Agreement cannot be amended except in writing
executed by the Buyer and the Seller.
16.3 Bindina Effect. This Agreement will inure to the benefit of
and bind the respective successors and permitted assigns of
the parties hereto.
16.4 Expiration. This Agreement has been executed by the parties
on the dates set forth below their respective signatures.
It is understood that the obligation of the Buyer under this
Agreement will terminate on the date five (5) business days
after the date of the Buyer's execution of this Agreement
• unless the Seller shall have duly executed and returned a
copy of this Agreement to the Buyer prior to such date.
16.5 Assianment. The rights of the parties under this Agreement
cannot be assigned in whole or in part without the prior
written consent of the other party.
16.6 Further Acts. Each party hereto agrees to do, execute,
acknowledge and deliver all such further acts, assignments,
transfers, assurances, and instruments that may reasonably
be required to fully effectuate the transactions
contemplated in this Agreement.
IN WITNESS WHEREOF, this instrument has been executed by the
parties on the date indicated below their respective signatures.
Buyer
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Seller
48-R-94
EXHIBIT A
THAT PART OF THE SOUTHWEST QUARTER OF SECTION 249 TOWNSHIP 41 NORTH, RANGE 13,
EAST OF THE THIRD PRNCIPAL MERIDIAN, BMADED AND DESCRIBED AS FOLLOWS,
COMMENCING AT THE ORIGIINAL NORTHEAST CORNER OF LOT I N GENERAL DYNAMICS-EVANSTON
INDUSTRIAL PARK SUBOMSION (SAD POINT BEING THE NTEIMCTiON OF THE FORMER NORTH-
WESTERLY RIGHT OF WAY OF THE CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY
AND A LIE 33 FT. SOUTH OF THE NORTH LIE OF SAD SOUTHWEST QUARTER OF SECTION 24,
SAD LINE ALSO BEING THE SOUTH LINE OF MAN STREET) THENCE NORTH 90 DEGREES EAST,
ALONG THE SOUTH LINE OF MAN STREETvI09.64 i T. TO THE FORMER SOUTHEASTERLY RIGHT
OF WAY OF THE CHICAGO AND NORTHWESTERN TRANSPORTATION COMPANY1 THENCE SOUTH 24
DEGREES 26 L14UTES 16 SECONDS WEST, ALONG SAID RIGHT OF WAY LINE, 617.82 FT.M THENCE
NORTH 65 DEGREES 33 MINUTES 44 SECONDS WEST, 60.0 FT. TO THE PONT OF BEGMNING;
THENCE NORTH 24 DEGREES 26 MINUTES 16 SECONDS EAST, 269.70 FT. TO A POINT OF
CURVE; THENCE NORTHWESTERLY ALONG A CURVE TO THE LEFT, HAVING A RADIUS OF685.96
FT. AND A CHORD BEARING NORTH 19 DEGREES 27 MINUTES 33 SECONDS EAST, AN ARC LENGTH
OF 119.21 FT. TO A POINT OF REVERSE CURVE; THENCE NORTHERLY ALONG A CURVE TO THE
RIGHT, HAVING A R.SDIUS OF 745.96 FT. AND A CHORD BEARING NORTH 16 DEGREES 57 MINUTES
37SECONDS EAST, AN ARC LENGTH OF 64.57 FT.; THENCE NORTH 65 DEGREES 33 MINUTES 44
SECONDS WEST, 2.85 FT.;THENCE NORTH 24 DEGREES 26 MINUTES 16 SECONDS EAST, ALONG A
UNE 25.0 FT. NORTHWESTERLY OF THE CENTER LINE OF THE MOST WESTERLY MAW TRACK OF
THE CHICAGO AND NORTHWESTERN TRANSPORTATION COMPANY, AS ORIGINALLY LOCATED PRIOR
TO ITS REMOVAL 29.77 FT4 THENCE SOUTH 32 DEGREES 07 MINUTES 03 SECONDS WEST, 57.75 •
FT.; THENCE SOUTH 39 DEGREES 03 MINUTES 08 SECONDS WEST, 217.18 FT. TO THE MOST
NORTHERLY CORNER OF LOT I N ZERA SUBDIVISION No. 21 THENCE SOUTH 24 DEGREES 29
MINUTES 53 SECONDS WEST, ALONG THE EAST LINE OF SAID LOT I, 169.41 FT.;THENCE SOUTH
65 DEGREES 33 MWTES 44 SECONDS EAST, 64.33 FT. TO THE POINT OF BEGNNNG,
ALSO THAT PART OF LOT I, N ZERA SUBDIVISION No. 2, BEING A SUBDIVISION W THE
SOUTHWEST QUARTER OF SECTION 24, TOWNSHIP 41 NORTH, RANGE 131 BOUNDED AND DES-
CRIBED AS FOLLOWS, BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT I; THENCE
SOUTH 24 DEGREES 29 MINUTES 53 SECONDS WEST ALONG THE EASTERLY LINE OF SAD LOT
11 169.41 FT.s THENCE NORTH 65 DEGREES 33 MINUTES 44 SECONDS WEST, 75.0 FT. TO THE
WEST LINE OF SAID LOT 11 THENCE NORTH 24 DEGREES 29 1MTES 53 SECONDS EAST, ALONG
SAD WEST LINE, 45.29 FT. TO A BEND N SAID WEST LINE; THENCE NORTH 39 DEGREES, 03 MINUTES,
08 SECONDS EAST, ALONG SAID WEST LINE, 38.92 FT. TO A CORNER OF SAID LOT I, THENCE SOUTH
00 DEGREES, 00 LUTES, 00 SECONDS EAST, ALONG THE EAST LINE OF SAID LAT I, 47.62 FT. TO
A CORNER OF SAID LOT I, TH E)a NORTH 39 DEGREES, 03 1►W,JUTES, 08 SECONDS EAST, 180.96 FT.
TO A POINT OF BEGFMCh ALL N COOK COUNTY, ILLN01S.
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EXHIBIT A
PARCEL 1: Lots 11 and 12 in Block 1 in Circuit Court Subdivision in
partition of Lot 22 in County Clerk's Division of Unsubdivided
Lands in the Northwest 1/4 of Section 18, Township 41 North, Range
14 East of the Third Principal Meridian, in Cook County, Illinois.
PARCEL 2: Lot 1 (except the West 5 feet lying North of the alley
created by Case No. 54770 in County Court) (and except the South
11-1/2 feet thereof) in Owner's Subdivision of Lot 21 in County
Clerk's Division of Lands in the Northwest 1/4 of Section 18,
Township 41 North, Range 14 East of the Third Principal Meridian,
in Cook County, Illinois.
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