HomeMy WebLinkAboutRESOLUTIONS-2010-012-R-101 /27/2010
12-R-10
A RESOLUTION
Authorizing the City Manager to Execute a Real Estate Contract
for the Purchase of Real Property Located at
1708-10 Darrow Avenue in Evanston, Illinois
NOW BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF EVANSTON, COOK COUNTY, ILLINOIS:
SECTION 1: That the City Manager is hereby authorized and
directed to sign the purchase agreement between the City and First Bank and
Trust, attached hereto as Exhibit A and incorporated herein by reference.
SECTION 2: That the City Manager is hereby authorized and
• directed to negotiate any additional conditions of said lease as he may be
determine to be in the best interests of the City.
SECTION 3: That this Resolution 12-R-10 shall be in full force and
effect from and after its passage and approval in the manner provided by law.
/ c
Eliz eth B. Tisdahl, Mayor
Ate:
Ro ney Green , City Clerk
Adopted: 2010
•
12-R-10
EXHIBIT A •
Purchase Agreement Between the City
and First Bank and Trust of Evanston
•
•
:WAM
• AGREEMENT FOR PURCHASE
AND SALE OF REAL ESTATE
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE (this
"Aueement") is entered into as of the Effective Date per Section 10.17, which is ,
20 , by and between THE CITY OF EVANSTON, an Illinois municipal corporation
("Purchaser"), and FIRST BANK AND TRUST, ("Seller"),
RECITALS:
A. Seller legally or beneficially owns the land (the "Land") which is legally
described on Exhibit A. The Land consists of two residential properties, on separate parcels,
located at 1708-1710 Darrow Avenue, in the City of Evanston, County of Cook, State of Illinois.
B. The Land, all improvements, fixtures, and tangible personal property located on
the Land; all easements and appurtenances belonging to the Land; and all interest of the
titleholder of the property in any streets or other rights of way adjacent to the Land, are
collectively referred to as the "Properties".
C. Purchaser desires to purchase from Seller and Seller desires to sell to Purchaser
the Properties on the terms and conditions set forth below.
• NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
ARTICLE 1
AGREEMENT TO PURCHASE AND SELL
Purchaser agrees to purchase and Seller agrees to sell the Properties to Purchaser or its
nominee at the Purchase Price described below, subject to the terms and conditions set forth in
this Agreement. In furtherance of such agreement, Seller agrees to convey or cause to be
conveyed to Purchaser good and marketable fee simple title to the Properties subject to the
Permitted Exceptions (defined below). Such conveyance shall be by recordable special warranty
deed and the other instruments specified in Section 8.4 below.
ARTICLE 2
PURCHASE PRICE
2.1 Purchase Price. The purchase price for the Properties to be paid by Purchaser to
the Seller shall be TWO HUNDRED TWENTY THOUSAND and N0/100 Dollars
($220,000.00) (the "Purchase Price").
2.2 Payment of the Purchase Price. The Purchase Price, less the Earnest Money,
• and plus or minus any adjustments, credits or pro -rations provided for herein, shall be paid at the
Closing, by cashier's or certified check or by wire transfer of current funds.
2.3 Earnest Monev. •
(a) Within three (3) Business Days after the Effective Date, Purchaser shall pay into a
strict joint order escrow with Seller at Ticor (the "Title Insurer") the sum of $22,000 as earnest
money (together with any interest earned thereon, the "Earnest Monev").
(b) The Earnest Money may be invested by the Title Insurer as Purchaser directs in
United States Treasury Bills or a federally insured money market account. Seller and Purchaser
shall share equally the cost of the joint order escrow, but Purchaser shall bear the cost of any
investment fee charged by the Title Insurer as escrowee. If this Agreement is terminated because
of a Seller default or failure of an Article 3 contingency or another condition to Purchaser's
obligation to close set forth in this Agreement, then the Earnest Money shall be refunded to
Purchaser. The Earnest Money shall be applied to the Purchase Price at the Closing.
2.4 Closing Costs. Seller shall pay the cost of. (a) the Title Commitment and Title
Policy (including extended coverage); and (b) obtaining and recording any releases of any
mortgages, liens or other encumbrances which are not Permitted Exceptions. Purchaser shall pay
the cost of. (v) recording the deed; (w) the cost of any title endorsements; (x) the cost of the
Survey; (y) all other escrow and other fees imposed in connection with the closing of Purchaser's
purchase money loan (if any), and (z) the cost of applying for and securing the Governmental
Approvals. Purchaser and Seller shall share equally the escrow fees for the Closing. All other
closing costs shall be apportioned according to prevailing local custom. Each party shall pay its
own legal fees.
2.5 Closing Pro -rations and Adiustments. All items of income or expense other •
than real estate taxes and assessments ("Taxes") shall be pro -rated according to prevailing local
custom. If the Properties are currently tax exempt, there shall be no real estate tax pro -ration at
Closing. Provided that the Properties are not currently tax exempt, unpaid Taxes for the
applicable tax year which are not yet due and payable on the Closing Date shall be pro -rated as
follows. Any Taxes which are assessed only against the Properties as a separate parcel shall be
pro -rated to the Closing Date on the basis of 105% of the most recent ascertainable bill or
assessment therefor. Such pro -ration shall be re -pro -rated upon receipt of the actual bill.
ARTICLE 3
CONDITIONS PRECEDENT
In addition to the terms and conditions set forth elsewhere in this Agreement, Purchaser's
obligation to purchase the Properties shall be subject to the following conditions precedent:
3.1 Land Due Diligence Contingencv; Review Period.
(a) During the sixty (60) day period (the "Land Due Diligence Review Period")
following the Effective Date, Purchaser and its agents and contractors shall have the right to
enter upon the Properties and conduct such tests and investigations as may be necessary for
Purchaser to determine whether there are any matters which in Purchaser's judgment would •
make unfeasible Purchaser's intended use of the Properties (the "Intended Use"). Among the
matters Purchaser will investigate are (i) soils and environmental matters; (ii) the state of title to
the Properties as evidenced by the Title Commitment; (iii) matters shown on the Preliminary
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Survey; (iv) the availability and sufficiency of utilities, including water, sanitary sewer,
• storm/retention facilities, telephone, gas and electricity; and (v) the existence of any laws,
regulations or judicial matters affecting the Properties.
(b) In the event the Purchaser, acting in its sole discretion, determines that the soils
and environmental matters reviewed by Purchaser would make unfeasible Purchaser's Intended
Use or purchase of the Properties, then Purchaser may elect to terminate this Agreement by
delivering written notice of termination and the relevant environmental report to Seller at any
time on or prior to the last day of the Land Due Diligence Review Period. If Purchaser fails to
give Seller notice of termination by the end of the Land Due Diligence Review Period, then the
Land Due Diligence Contingency will be deemed waived.
(c) If Purchaser so elects to terminate this Agreement, the Earnest Money shall be
refunded to Purchaser. In such event, Purchaser shall (i) return to Seller any materials Seller had
delivered to Purchaser in connection with Purchaser's review, and (ii) deliver to Seller (without
cost to Seller) any and all title reports, surveys, soil tests, or environmental studies pertaining to
the Properties which Purchaser has obtained during the Land Due Diligence Review Period.
Items (i) and (ii) are called the "Return Items".
(d) Purchaser shall repair any damage to the Properties resulting from Purchaser's
activities on the Properties under this Agreement. Purchaser shall indemnify, defend, and hold
harmless Seller and Seller's elected and appointed officials, employees and agents from and
against any and all loss, damage, liability or expense (including reasonable attorneys fees) and
• claims and liens of mechanics or materialmen any of the indemnified parties may incur as a
result of Purchaser's access, other than any property damage or injury to any person, which
damage or injury is (i) related to Hazardous Materials (as defined in Section 6.1(e) below) in
existence on the Properties or (ii) is caused by the negligence of Seller. The indemnity
obligations of Purchaser under this Section 3.1 shall survive the Closing or a termination of this
Agreement, notwithstanding anything contained to the contrary in this Agreement. Any
investigation or inspection conducted by Purchaser pursuant to this Agreement, in order to verify
satisfaction of any conditions precedent to Purchaser's obligations under this Agreement or to
determine whether Seller's representations and warranties are true and accurate, shall not affect
(or constitute a waiver by Purchaser of) any of the provisions of this Agreement or Purchaser's
reliance on such provisions.
ARTICLE 4
TITLE INSURANCE AND SURVEYS
4.1 Title Commitment; Preliminary Survey. Within thirty (30) days after the
Effective Date, Seller, at its expense, will obtain:
(a) a survey of the Properties ("Survey") by a licensed surveyor approved by
Purchaser acting reasonably (the "Surveyor").
(b) a commitment for the Properties (together with all subsequent versions thereof
• issued prior to the Closing, the "Title Commitment") for a title policy in the form of an ALTA
2006 Form owner's title insurance policy issued by the Title Insurer; and
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(c) copies of all documents evidencing the exceptions raised on the title commitment •
other than mortgage debt to be paid off at the Closing.
If this transaction Closes, then at Closing Seller shall reimburse Purchaser for the respective
costs of the Survey and Title Commitment.
4.2 Permitted Exceptions. Prior to the end of the Land Due Diligence Review
Period, Purchaser shall provide Seller with a list of those title exceptions (including matters of
survey) which are satisfactory to Purchaser, acting reasonably. Such list shall be attached to this
Agreement as Exhibit B and shall constitute the "Permitted Exceptions" under this Agreement
unless and except to the extent that the list is modified pursuant to Section 4.4 hereof. Prior to
the end of the Land Due Diligence Review Period, Purchaser acting reasonably may also specify
any additional endorsements it shall require on each Title Policy. The provision of such
endorsements shall be a condition to Closing, but the expense of such endorsements shall be
borne by Purchaser.
4.3 Title Policy. At the Closing, Seller shall deliver to Purchaser an Owner's Title
Insurance Policy in the form of the 2006 ALTA Form Owner's Policy from the Title Insurer, or
in lieu thereof a marked -up title commitment from the Title Insurer (either being referred to
herein as the "Title Policy") which shall: (i) be dated the Closing Date; (ii) name Purchaser or its
permitted assignee as the insured; (iii) have a liability amount equal to the Purchase Price; (iv)
show Purchaser or its permitted assignee as the owner of the Properties in fee simple subject to
no exceptions other than the Permitted Exceptions; (v) include extended coverage over the
standard printed exceptions; and (vi) include any other endorsements specified by Purchaser •
pursuant to Section 4.2.
4.4 Objection and Cure Period. If any Title Commitment or Preliminary Survey or
any updates of any of them contain any matters not constituting Permitted Exceptions or liens
which are of a definite and ascertainable amount which can be removed at Closing by payment
of money ("Removable Liens"), then the Seller may, at its election, within thirty (30) days after
Seller's receipt from Purchaser of the Permitted Exceptions or a subsequent version of the Title
Commitment or Survey, as the case may be: (a) cause the non -permitted matters to be deleted
from the Title Commitment; (b) subject to Purchaser's approval of such arrangement (acting
reasonably), cause the Title Insurer expressly to insure over such non -permitted matters; or (c)
object in writing to Purchaser to the exclusion of any one or more of such matters as a Permitted
Exception.
If Seller fails or elects not to cause all of the non -permitted matters to be deleted or
insured over within the aforementioned thirty (30) day period, Purchaser may by written notice
to Seller within five (5) days after the expiration of Seller's 30-day objection and cure period
elect to: (x) terminate this Agreement, in which case all of the Earnest Money shall be returned
to Purchaser, or (y) agree to take title subject to the matters at issue, in which case the Permitted
Exceptions shall be expanded to include the additional matters not deleted or insured over, but
with a deduction from and offset against the Purchase Price for all Removable Liens. If the
updated Title Commitment or Survey containing the non -permitted matter is issued within thirty •
(30) days prior to the Closing, the Closing Date shall be extended as necessary to give the Seller
L,
• the benefit of the full 30-day objection and cure period and to give Purchaser the benefit of the
full five-day election period referred to above.
ARTICLE 5
COVENANTS
5.1 Seller's Covenants. Seller with respect to the Properties hereby makes the
following covenants to Purchaser which shall be applicable so long as this Agreement is in
effect:
(a) Seller shall not from and after the date of this Agreement voluntarily or
consensually perform any act which results in any additional exceptions to title that would
survive the Closing without Purchaser's consent.
(b) Seller shall not enter into any agreements (including leases) or amend any existing
agreements which affect the Properties and which would survive the Closing without Purchaser's
consent;
(c) Seller shall not participate in any discussions or negotiations with any other party
regarding the sale or any similar transaction involving the Properties;
(d) Seller shall furnish Purchaser with any notices Seller receives from governmental
authorities pertaining to the Properties;
• (e) Seller shall promptly notify Purchaser of any event or circumstance which Seller
becomes aware of which causes a representation or warranty in this Agreement to be untrue or a
covenant or condition in this Agreement incapable or unlikely to be performed or satisfied;
(f) Seller shall not remove or materially disturb any portion of the Properties
including cutting trees, removing landscaping, or performing site grading, without Purchaser's
consent; and
(g) Seller shall allow Purchaser access to the Properties throughout the term of this
Agreement on the terms and conditions set forth in Section 3.1.
If Seller breaches any of the foregoing covenants in any material respect by the Closing
Date then Purchaser may elect to terminate this Agreement. If Purchaser elects to terminate, the
Earnest Money shall be returned to Purchaser, without limiting any other remedies available to
Purchaser under Section 9.2 below.
ARTICLE 6
REPRESENTATIONS AND WARRANTIES
6.1 Seller's Representations and Warranties. Seller, with regard to the Properties,
represents and warrants to Purchaser as follows:
• (a) Authoritv. Seller is the owner of the fee simple absolute title to the Properties.
Seller has full power and authority to sell and convey or to cause the conveyance of the
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Properties as provided for in this Agreement and this Agreement is binding and enforceable •
against Seller.
(b) Agreements. Neither the execution and delivery of this Agreement by Seller nor
the consummation of the transactions contemplated hereby will result in any breach or violation
of or default under any judgement, decree, order, mortgage, lease, agreement, indenture or other
instrument to which Seller is a party.
(c) Code Violations. Seller has not received any written notice of and is not aware
of any violation or claimed violation of any applicable zoning, subdivision, building, fire, health,
environmental, and other codes, statutes, ordinances or laws affecting the Properties, except as
disclosed in writing to Purchaser by Seller prior to or during the Land Due Diligence Review
Period.
(d) Litigation. There is no litigation, proceeding, claim or investigation, including,
without limitation, any condemnation, zoning, or environmental proceeding, pending or, to the
best of the Seller's knowledge, threatened, which affects the Properties or this transaction, except
as disclosed in writing to Purchaser by Seller prior to or during the Land Due Diligence Review
Period.
(e) Hazardous Materials. (i) Seller has no knowledge of any Hazardous Materials
currently located on the Properties, and (ii) Seller has not used, stored, or placed any Hazardous
Materials under, on, or at the Properties, and (iii) to the best of Seller's knowledge, all
underground storage tanks previously located on the Properties were either removed or closed in •
accordance with all Environmental Laws, and (iv) to the best of Seller's knowledge, there are no
violations or claimed violations of Environmental Laws with respect to the Properties. As used
herein "Environmental Laws" shall mean all statutes specifically described in the definition of
"Hazardous Materials" and all other federal, state or local laws, regulations or orders relating to
or imposing liability or standards of conduct concerning any Hazardous Material. As used
herein, "Hazardous Materials" shall mean any hazardous, toxic or dangerous substance, material,
waste, gas or particulate matter which is defined as such for purposes of regulation by any local
government authority, the State where the Properties is located, or the United States
Government, including, but not limited to, any material or substance which is (i) defined as a
"hazardous waste," "hazardous material," "hazardous substance," "extremely hazardous waste,"
or "restricted hazardous waste" under any provision of law, (ii) petroleum, (iii) asbestos, (iv)
polychlorinated biphenyl, (v) radioactive material, (vi) designated as a "hazardous substance"
pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Sec. 1251 et seq. (33 U.S.C. Sec.
1317), (vii) defined as a "hazardous waste" pursuant to Section 1004 of the Resource
Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et seq. (42 U.&C. Sec. 6903), or (viii)
defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation, and Liability Act, 42 U.S.C. Sec. 9601 et seq. (42
U.S.C. Sec. 9601).
(f) Surviving Agreements. There are no leases, service agreements, or other
agreements affecting the Properties which will survive the Closing. •
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• (g) Utilities. To Seller's knowledge, all water, sewer, gas, electric and telephone
utilities are installed to the boundaries of the Properties or in contiguous streets, and there are no
recapture agreements or other agreements requiring any out -of -the -ordinary payments for
connection to such utilities.
(h) Disclosure. During the Land Due Diligence Review Period, Seller delivered to
Purchaser true and correct and complete copies of all Delivery Items in Seller's possession or
control, and Seller has not failed or omitted to communicate in writing to Purchaser any other
agreement, document or fact which is material to the Properties or this Agreement.
6.2 Purchaser's Representations and Warranties. Purchaser represents and
warrants to Seller as follows:
(a) Agreements. Neither the execution and delivery of this Agreement by Purchaser
nor the consummation of the transactions contemplated hereby will result in any breach or
violation of or default under any judgement, decree, order, mortgage, lease, agreement, indenture
or other instrument to which Purchaser is a party;
(b) Authority. Purchaser has full power and authority to execute this Agreement and
purchase the Properties as provided for in this Agreement and this Agreement is binding and
enforceable against Purchaser.
6.3 Breach of Representations and Warranties. Each party warrants that each of
• the representations and warranties made by it in this Article 6 or appearing in other parts of this
Agreement is true as of the date of this Agreement and will also be true as of the Closing. Each
party shall notify the others promptly if such party becomes aware prior to the Closing Date of
any matter which would render any of the representations or warranties of such party untrue in
any material respect. If any of the representations and warranties by Seller shall not be true as of
the Closing and such breach has been disclosed to Purchaser and is other than as a result of
Seller's deliberate or willful act, Purchaser may alternatively as its sole remedy either (a) waive
such breach and close the transaction contemplated herein, or (b) terminate this Agreement, in
which event the Earnest Money shall be returned to Purchaser. In the case of a breach of any of
Seller's representations or warranties as a result of Seller's willful or deliberate act, the
Purchaser may exercise its remedies under Article 9.
•
6.4 NO OTHER WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THIS AGREEMENT, SELLER IS SELLING ITS APPLICABLE
PROPERTIES TO PURCHASER IN AN "AS -IS" CONDITION, AND PURCHASER
AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
SELLER HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, TO PURCHASER REGARDING THE PROPERTIES.
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ARTICLE 7 •
INTENTIONALLY OMITTED
ARTICLE 8
THE CLOSING
8.1 Definition; Time and Place. The performance by Seller and Purchaser of their
respective obligations under this Agreement directly or through the completion of the escrow
deposits required of them to be made and the delivery of the Purchase Price to the Seller by the
Closing Escrowee after delivery of the Title Policy to Purchaser and delivery of possession of the
Properties to Purchaser shall constitute the closing of the sale (the "Closing"). The date of the
Closing (the "Closing Date") shall be no later than ninety (90) days after the Effective Date of
this Agreement, or such later date as may be extended by mutual written consent of Purchaser
and Seller or by operation of this Agreement. Purchaser may extend the Closing Date as needed
for satisfaction of such conditions so long as Purchaser is pursuing such satisfaction diligently
and in good faith. The Closing shall take place at the Chicago office of the Title Insurer.
8.2 Possession. Possession of the Properties shall be delivered at the Closing.
8.3 Escrow. This sale shall be closed through a "New York style" escrow (the
"Escrow") with the Title Insurer (the "Closing Escrowee"), in accordance with the general
provisions of the usual form of escrow agreement then in use by the Closing Escrowee, with
such special provisions inserted in the escrow agreement as may be required to conform with this
Agreement (the "Escrow Agreement"). The Escrow and Escrow Agreement shall be auxiliary to
this Agreement, and this Agreement shall govern in the event of any inconsistency with the
Escrow Agreement. Upon the creation of the Escrow, payment of the Purchase Price and
delivery of the deed and other closing documents shall be made through the Escrow and the
Earnest Money shall be deposited in the Escrow. The attorneys for the parties are hereby
authorized to execute the Escrow Agreement and any amendments thereto. Each party shall
have the right to inspect all documents prior to or at the time of deposit in the Escrow. The
escrow fee for the Escrow shall be shared equally by the parties, except that the escrow fees
attributable to any ancillary money lender's agreement shall be borne by Purchaser alone.
8.4 Documents To Be Delivered By Seller At Closing. At the Closing Seller shall
deliver or cause to be delivered to Purchaser directly or, if either party elects, through the
Escrow, the following with respect to its applicable Properties, each of which shall be in form
reasonably satisfactory to Purchaser and (if applicable) the Title Insurer:
(a) a duly executed and acknowledged special warranty deed(s) to the Properties
subject only to the Permitted Exceptions;
(b) a bill of sale respecting any personal property to be conveyed;
(c) copies of the most recent tax or assessment bills or other items on which pro -
rations are based;
(d) the Title Policy; •
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(e) evidence of authorization of Seller as to the execution of this Agreement and the
sale of the Properties to Purchaser and the performance of other acts required hereunder;
(f) an affidavit to the effect that Seller is not a foreign person under Section 1445(b)
of the United States Internal Revenue Code (FRPTA);
(g) evidence of payment and a lien waiver from any broker whose commission is to
be paid by Seller under Section 10.2 below;
(h) all other documents (if any) required, pursuant to other provisions of this
Agreement or to the Escrow Agreement, to be executed and delivered by Seller; and
(i) such other instruments and documents as may be reasonably required in order to
carry out the purposes of this Agreement.
8.5 Documents To Be Delivered By Purchaser At Closing. At the Closing
Purchaser shall deliver or cause to be delivered to Seller directly, or if any party elects through
the Escrow, the following with respect to each of the Properties, each of which shall be in form
reasonably satisfactory to Seller and (if applicable) the Title Insurer:
(a) The Purchase Price, plus or minus adjustments, credits and pro -rations provided
for herein;
(b) Evidence of authorization of Purchaser as to the execution of this Agreement and
the purchase of the Properties from Seller and the performance of the other acts required
hereunder;
(c) Evidence of payment and a lien waiver from any broker whose commission is to
be paid by Purchaser under Section 10.2 below.
(d) all other documents required pursuant to other provisions of this Agreement or the
Escrow Agreement to be executed and delivered by Purchaser; and
(e) such other instruments and documents as may be reasonably required in order to
carry out the purpose of this Agreement.
8.6 Documents to be Jointly Delivered by Seller and Purchaser at Closing. At the
Closing Seller and Purchaser shall each execute and deliver, directly, or if any party elects,
through the Escrow, the following with respect to each of the Properties, each of which shall be
in form reasonably satisfactory to the parties and (if applicable) the Title Insurer:
(a) Applicable transfer tax declarations for the State, the County and any necessary
municipal transfer declarations all indicating that this transaction is "exempt" from transfer
taxes;
• (b) A Closing Statement (in triplicate); and
(c) ALTA Statements as required by the Title Insurer.
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(d) such other instruments and documents as may be reasonably required in order to •
carry out the purpose of this Agreement.
ARTICLE 9
DEFAULTS; REMEDIES
9.1 Purchaser's Default. If the transaction contemplated hereby does not close by
reason of a default by Purchaser in any of the terms hereof (as opposed to by reason of failure of
any contingency to Purchaser's obligations hereunder), and such default is not cured within five
(5) Business Days after written notice of such default is given by Seller to Purchaser, then Seller
may, at its sole option and in lieu of any and all other legal and equitable remedies which Seller
may have, receive all Earnest Money deposited to the date of such default as liquidated damages,
allocable to Seller as set forth in Section 2.3 above. Seller and Purchaser acknowledge that
actual damages in the event of a default by Purchaser will be difficult to ascertain, and that
Seller's receipt of the Earnest Money as liquidated damages represents the parties' best estimate
of such damages.
9.2 Seller's Default. If the transaction contemplated hereby does not close by reason
of a default by Seller in any of the terms hereof, and such default is not cured within five (5)
Business Days after written notice of said default is given by Purchaser to Seller, then Purchaser
may: (a) rescind this Agreement and receive all of the Earnest Money and all other sums held on
account of the Purchase Price; or (b) pursue against Seller an action for specific performance or
other similar relief to enforce this Agreement; or (c) if such default was as a result of Seller's
willful or deliberate act, pursue against Seller any other rights or remedies available at law or in •
equity, including, without limitation, an action for Purchaser's actual costs and damages, all in
such order or concurrently as Purchaser may elect.
ARTICLE 10
MISCELLANEOUS
10.1 Uniform Risk Act. The Uniform Vendor and Purchaser Risk Act as enacted in
the State in which the Properties are located shall apply to this transaction.
10.2 Pavment of Real Estate Brokers and Consultants. Each party represents to the
other that no other real estate broker has been used in connection with this transaction.
Purchaser agrees to indemnify, defend and hold Seller harmless from and against any claim for a
real estate broker's commission or fee by any other party claiming through Purchaser. Seller
agrees to indemnify, defend and hold Purchaser harmless from and against any claim for a real
estate broker's commission or fee by any other party claiming through Seller.
10.3 Notices. All notices and other communications which are required to be, or
which may be given under this Agreement shall be in writing, and shall be delivered at the
addresses set out hereinbelow. Notice may be given by personal delivery, facsimile, recognized
overnight courier, or by United States mail in the manner set forth below. Notice shall be
deemed to have been duly given (a) if by personal delivery, on the first to occur of the date of •
actual receipt or refusal of delivery by any person at the intended address, (b) if by facsimile,
upon confirmed transmission, (c) if by overnight courier, on the first (1st) Business Day after
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being delivered to a recognized overnight courier, or (d) if by mail, on the third (3rd) Business
Day after being deposited in the United States mail, certified or registered mail, return receipt
requested, postage prepaid, addressed as follows:
If to Purchaser:
Purchaser: The City of Evanston
2100 Ridge Avenue
Evanston, IL 60201-2796
Attn: City Manager
Phone: 847/866-2936
Fax: 847/448-8083
With a Copy to:
The City of Evanston
2100 Ridge Avenue
Evanston, IL 60201-2796
Attn: Law Department
Phone: 847/866-2937
Fax: 847/448-8093
And to:
The City of Evanston
• 2100 Ridge Avenue
Evanston, IL 60201-2796
Attn: Director of Con-h-mmity and Economic Development
Phone: 847/866-2929
Fax: 847/448-8120
If to Seller: First Bank and Trust
820 Church Street
Evanston, Illinois 60201
Attn: Michael Coor
Phone: 847-733-7400
Fax: 847-733-7499
With a Copy to:
Carroll, Hartigan & Cerney, Ltd.
218 N. Jefferson St., Suite 201
Chicago, IL 60661-1310
Attn: John S. Carroll
Phone: 312/236-3575
Fax: 312/236-3584
• or to such other address as either party may from time to time specify as its address for the
receipt of notices hereunder, in a notice to the other party.
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10.4 Assignment. Purchaser may designate a nominee as the party which will acquire •
the Properties. In such event all instruments, documents and agreements required to be delivered
to Purchaser under this Agreement shall be delivered to, and run for the benefit of such nominee.
No such designation shall relieve Purchaser of its obligations hereunder. Prior to Closing,
Purchaser may not assign or pledge any of its rights under this Agreement without the prior
written consent of Seller, except Seller's consent shall not be necessary for an assignment to an
entity in which Purchaser or an affiliate has an ownership interest where Purchaser remains liable
for all of its obligations under this Agreement. Subject to the foregoing, this Agreement shall be
binding upon the undersigned and each of their successors and assigns.
10.5 Intentionally Omitted.
10.6 Entire Agreement; Amendments. This Agreement embodies the entire
understanding of the parties and there are no further or other agreements or understandings,
written or oral, in effect between the parties relating to the subject matter hereof except as may
be set forth in writing executed by both parties contemporaneously with or subsequent to this
Agreement. The provisions of this Agreement may not be amended, changed or modified orally,
but only by an agreement in writing signed by the party against whom any amendment, change
or modification is sought.
10.7 Severabilitv. If any term or provision of this Agreement or any application
thereof shall be invalid or unenforceable, the remainder of this Agreement and other applications
thereof shall not be affected thereby.
10.8 Captions; Number. The captions contained in this Agreement are for the •
convenience of reference only, and shall not affect the meaning, interpretation or construction of
this Agreement. As used in this Agreement, the singular form shall include the plural and the
plural shall include the singular, to the extent that the context renders it appropriate.
10.9 Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original and all of which together shall be deemed to be one and the
same instrument.
10.10 Governing Law. This Agreement and all rights, obligations and liabilities
hereunder shall be governed by, and construed in accordance with, the laws of the State of
Illinois.
10.11 Time of the Essence. Time is of the essence of this Agreement.
10.12 Survival. All of the respective representations and warranties of Seller and
Purchaser hereunder, and all of their respective rights and remedies with respect to the
incorrectness or breach thereof, shall survive the Closing Date for a period of one (1) year from
the date of Closing.
10.13 Waiver. Except as otherwise expressly provided in this Agreement, no waiver by
a party of any breach of this Agreement or of any warranty or representation hereunder by the •
other party shall be deemed to be a waiver of any other breach by such other party (whether
preceding or succeeding and whether or not of the same or similar nature) and no acceptance of
12
• payment or performance by a party after any breach by the other party shall be deemed to be a
waiver of any breach of this Agreement or of any representation or warranty hereunder by such
other party whether or not the first party knows such breach at the time it accepts such payment
or performance. Except as otherwise expressly provided in this Agreement, no failure or delay
by a party to exercise any right it may have by reason of the default of the other party shall
operate as a waiver of default or modification of this Agreement or shall prevent the exercise of
any right by the first party while the other party continues to be so in default.
10.14 Business Days. If any date specified in this Agreement for the Closing Date or
for commencement or expiration of time periods for termination or approvals or for notice occurs
on a day other than a Business Day, then any such date shall be postponed to the following
Business Day. As used herein, "Business Day" shall mean any day other than a Saturday,
Sunday or a holiday observed by national banks or the Title Insurer.
10.15 Limitation of Purchaser's Liability. Any obligation or liability whatsoever of
Purchaser which may arise at any time under this Agreement or any document delivered pursuant
to this Agreement shall be satisfied, if at all, out of Purchaser's assets only. No such obligation
or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had
to, the property of any of its members, or the partners, members, shareholders, trustees, officers,
employees or agents of such members on any constituent level, regardless of whether such
obligation or liability is in the nature of contract, tort or otherwise. The negative capital account
of any interest holder in Purchaser or the obligation of any interest holder in Purchaser to make a
capital contribution to Purchaser shall not be deemed to be an asset of Purchaser.
• 10.16 Intentionally Omitted.
•
10.17 Effective Date. The "Effective Date" as used in this Agreement shall be the date
on which this Agreement is executed and delivered in final form by both parties. The parties
shall fill in the Effective Date when that is known.
[signature pages follow)
13
Date.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
PURCHASER
THE CITY OF EVANSTON,
an Illinois Municipal corporation
By:.
Name: Gt AL.LV %3o3l�B�cJ/G Z._
Title: (2' 7-7 i'Y 47J .4
Date: r7 •
SELLER
FIRST BANK AND TRUST
By: �
Name: A7(-(4 "0. 1 K rr-
Title: v iC e
Date:
14
LJ
0
•
EXHIBIT A
Legal Descriptions of the Properties
PARCELI:
THE SOUTH 27.4 FEET OF THE NORTH 28 FEET OF THE SOUTH 134 FEET OF LOTS 9 AND 10 (EXCEPT
THE WEST 13 FEET OF THE NORTH 15 FEET OF THE SOUTH 121 FEET) OF SAID LOT 10 IN BLOCK 3 IN
MERRILL LADD'S SECOND ADDITION TO EVANSTON, SAID ADDITION BEING A SUBDIVISION OF TIME
WEST %z OF THE SOUTHWEST /4 OF THE NORTHEAST to OF SECTION 13, TOWNSHIP 41 NORTH,
RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
PIN: 10-13-220-041-0000
COMMONLY KNOWN AS: 1708 DARROW AVENUE, EVANSTON, IL
PARCEL 2:
THE NORTH 26.60 FEET OF LOTS 9 AND 10 BLOCK 3 IN MERRILL LADD' S SECOND ADDITION TO
EVANSTON, SAID ADDITION BEING A SUBDIVISION OF THE WEST 1/a OF THE SOUTHWEST %a OF THE
NORTHEAST'/ OF SECTION 13, TOWNSHIP 41 NORTH, RANGE 13, EAST OF THE THIRD PRINCIPAL
MERIDIAN, IN COOK COUNTY, ILLINOIS.
• PIN: 10-13-220-040-0000
COMMONLY KNOWN AS: 1710 DARROW AVENUE, EVANSTON, IL
A-1
•
EXHIBIT B
Permitted Exceptions
1. Acts done or suffered to be done by Purchaser.
[OTHERS TO BE PROVIDED BY PURCHASER
DURING THE LAND DUE DILIGENCE REVIEW PERIOD]
1�
�l
WARRANTY DEED
Doc#: 1027405096 Fee: $40.00
Eugene "Gene" Moore RHSP Fee:$10.00
Cook County Reoorder of Deeds
Date: 10/01 /2010 02:50 PM Pg; 1 of 3
THE GRANTOR, First Bank & Trust, of the City of Evanston, County of Cook, State of Illinois, for and
in consideration of TEN and no/! 00 ------- ($10.00) DOLLARS, and other good and valuable considerations
in hand paid CONVEYS and WARRANTS to the City of Evanston, County of Cook, State of Illinois, all
interest in the following described Real Estate situated in the County of Cook in State of Illinois, to wit:
Parcel 1: (1708 Darrow Avenue)
THE SOUTH 27.4 FEET OF THE NORTH 28 FEET OF THE SOUTH 134 FEET OF LOTS 9 AND 10
(EXCEPT THE WEST 13 FEET OF THE NORTH 15 FEET OF THE SOUTH 121 FEET) OF SAID LOT
10 IN BLOCK 3 IN MERRILL LADD'S SECOND ADDITION TO EVANSTON, SAID ADDITION
BEING A SUBDIVISION OF THE WEST %z OF THE SOUTHWEST 1/4 OF SECTION 13, TOWNSHIP
•41 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY,
II,LINOIS BOX
15
Parcel 2: (1710 Darrow Avenue)
THE NORTH 26.60 FEET OF LOTS 9 AND 10 IN BLOCK 3 IN MERRILL LADDS 2ND ADDITION TO
EVANSTON, SAID ADDITION BEING A SUBDIVISION OF THE WEST'/2 OF THE SOUTHWEST
1 /4 OF NORTHEAST 1 /4 OF SECTION 13, TOWNSHIP 41 NORTH, RANGE 13 EAST OF THE THIRD
PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS
hereby releasing and waiving all rights under and by virtue of the Homestead Exemption Laws of the Sate
of Illinois.
SUBJECT TO: COVENANTS, CONDITIONS AND RESTRICTIONS OF RECORD AND 2009 AND
SUBSEQUENT YEARS REAL ESTATE TAXES. c"ry Q'P EVANSTON
§�-FL!
Permanent Real Estate Index Numbers: 10-13-220-041-0000 and I0-13-220-040-0000 ION
Addresses of Real Estate: 1708 Darrow Avenue, Evanston, IL 60201 and C"y CtERK
1710 Darrow Avenue, Evanston, IL 60201
•
Exempt under provtslons or ParaprapA , Section 4,
Real Estate Transter 'fax Ad.
Date £tiiyee W1ek or Representative
L r kj
SC
DEC -09.LU10 INS.
CITY of i~ �c,��:� �: ;
i. l►1W DELOMaW w . I
Dated this 28th day of September, 2010.
First Bank & Trust
By:
Title: me- Pregi aen 4-
STATE OF ILLINOIS }
)SS.
COUNTY OF COOK }
(SEAL)
I, the undersigned, a Notary Public in and for Cook County, in the State aforesaid, DO HEREBY
CERTIFY THAT Michael Corr, the Va of First Bank & Trust, personally known to me to be
the same person(s) whose name(s) is subscribed to the foregoing instrument, appeared before me this day
in person, and acknowledged that as he/she signed, sealed and delivered the said instrument as his/her free
and voluntary act, for the uses and purposes therein set forth, including the release and waiver of the right
of homestead.
Given under my hand and notarial seal, this 28th day of September, 2010.
My commies fo�tzjig
OFFICIAL SEAL _
MARY DUBAY BUCKMAN
NOTAF2Y PUBLIC• STATE OF ILLINOIS
MY COMMISSION EXPIRES: 10112r10
NOTARY P BLIC
This instrument was prepared by: Jo 11i . Carroll, 218 N. Jefferson, Suite 201, Chicago, IL 60661-1310
MAIL TO: SEND SUBSEQUENT TAX BILLS TO:
C1A-� C�-' . City of Evanston
P,Epz, eRz-&,v. , n .SK, LY-6c-D Law Department
—vim 3 --0- G02.0t 2100 Ridge Avenue, Suite 4400
Evanston, IL 60201
Attention: Kenneth R. Cox
FAW0RKVSC\DEED\00045740. WPD
•
•
U
•
STATEMENT BY GRANTOR AND GRANTEE
The Grantor or his Agent affirms that, to the best of his knowledge, the name of the Grantor
shown on the Deed or Assignment of Beneficial Interest in a land trust is either a natural person,
an Illinois corporation or foreign corporation authorized to do business or acquire and hold title
to real estate in Illinois, a partnership authorized to do business or acquire and hold title to real
estate in Illinois, or other entity recognized as a person and authorized to do business or acquire
title to real estate under the laws of the State of Illinois.
Dated: �/Z 2010
Subscribed and sworn to before me
By the said
thistlay of o li a� 0.
otary PubH6
Signature:,
Grantor or Agent
OFFICIAL SEAL
MARY DUBAY BUCKMAN
NOTARY PUBLIC - STATE OF ILLINOIS
MY COMMISSION EXPIRES:10112I10
The Grantee or his Agent affirms and verifies that the name of the Grantee shown on the Deed or
• Assignment of Beneficial Interest in a land trust is either a natural person, an Illinois corporation
or foreign corporation authorized to do business or acquire and hold title to real estate in Illinois,
a partnership authorized to do business or acquire and hold title to real estate in Illinois, or other
entity recognized as a person and authorized to do business or acquire title to real estate under the
laws of the State of Illinois.
Dated:
Signature: C�
Grantee or Agent
Subscribed and sworn to before me
Bye said
thi �2%, daylof _ { 2010r-
Notary Public
E
ICIAL SEAL"
ERLY J. KOWAL
PUBLIC, STATE OF ILLINOIS
ISSION EXPIRES 2/21/2011
Note:: Any person who knowingly submits a false statement concerning the identity of a
Grantee shall be guilty of a Class C misdemeanor for the first offense and of a Class A
misdemeanor for subsequent offenses.
• (Attach to Deed or ABI to be recorded in Cook County, Illinois, if exempt under the provisions
of Section 4 of the Illinois Real Estate Transfer Tax Act.)
F:\WORK\JSC\AFFIDAV\00045718.WPD